MCS Form 4: Director Converts Class B, Sells 8,000 Shares; Indirect Holdings Large

Rhea-AI Filing Summary

Diane M. Gershowitz, a director and >10% owner of Marcus Corporation (MCS), reported multiple transactions on 09/15/2025. The filing shows an exchange of 5,846 Class B shares into 5,846 Common Stock shares at $0, and a reported disposition of 8,000 Common Stock shares, leaving her direct beneficial ownership at 34,045 shares. The report also lists substantial indirect holdings: 175,617.223 Common Stock shares held indirectly by DG-LDJ Holdings, LLC, trustee and trust holdings of 131,506 and 50,845 shares respectively, and a total of 1,915,592 Common Stock shares beneficially owned indirectly after conversion.

The filing records multiple outstanding stock options with exercise prices and expiration dates, and notes that Class B shares convert 1-for-1 into Common Stock and carry 10 votes per share. All figures are taken directly from the Form 4 without inference.

Positive

• Conversion of Class B to Common Stock (5,846 shares) recorded, reflecting entitled 1-for-1 conversion terms
• Substantial indirect holdings retained via DG-LDJ Holdings, LLC (175,617.223 shares) and named trusts (131,506 and 50,845 shares), preserving significant ownership influence
• Multiple vested options remain outstanding, providing potential future alignment via equity incentives

Negative

• Disposition of 8,000 Common Stock shares on 09/15/2025 reduced direct beneficial ownership to 34,045 shares
• Direct holdings are relatively small compared with indirect holdings, which may complicate assessment of immediate insider selling vs structural transfers

Insights

Corporate Governance Expert

TL;DR: Insider reported share conversion, dispositions, and large indirect holdings; changes appear administrative, not clearly strategic.

The Form 4 documents a conversion of Class B into Common Stock and a sale/disposition of 8,000 common shares, reducing direct holdings to 34,045 shares while significant indirect holdings remain via DG-LDJ Holdings and trusts. The conversion at $0 reflects a 1-for-1 structural conversion rather than a market purchase. Multiple long-dated and short-dated options remain outstanding, indicating continued potential for future equity-based changes in ownership. From a governance perspective, the persistence of large indirect holdings and trustee-held shares maintains existing control structures; the reported transactions are material to ownership totals but the filing contains no additional context on intent or corporate actions.

Insider Transactions Analyst

TL;DR: Reported trades change direct share count modestly; indirect holdings dominate reported ownership.

The trade lines show a small net reduction in direct common shares after a conversion and a disposition, while indirect ownership positions (including 175,617.223 shares via DG-LDJ Holdings and trust-held positions) represent the bulk of reported beneficial ownership. The presence of multiple vested options with specified exercise prices and expirations is noted; these are disclosed per plan rules. The Form 4 provides clear transactional detail but no pricing for dispositions is shown beyond $0 for the conversion entries, consistent with internal structural exchanges rather than open-market sales. Impact on control or voting dynamics should be assessed in the context of total outstanding shares, which is not provided here.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GERSHOWITZ DIANE M

(Last) (First) (Middle)

THE MARCUS CORPORATION

111 E KILBOURN AVENUE, SUITE 1200

(Street)

MILWAUKEE WI 53202

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MARCUS CORP [ MCS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/15/2025		P(1)		5,846	A	$0	42,045	D
Common Stock	09/15/2025		G		8,000	D	$0	34,045	D
Common Stock								175,617.223	I	By DG-LDJ Holdings, LLC

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(2)	09/15/2025		S(1)			5,846	(3)	(4)	Common Stock	5,846	$0	1,915,592	I	By DG-LDJ Holdings, LLC
Stock Option (right to buy)(5)	$19.65							05/28/2015	05/28/2025	Common Stock	1,000		1,000	D
Stock Option (right to buy)(5)	$18.97							12/29/2015	12/29/2025	Common Stock	583		583	D
Stock Option (right to buy)(5)	$31.55							12/29/2016	12/29/2026	Common Stock	1,000		1,000	D
Stock Option (right to buy)(5)	$27.2							12/28/2017	12/28/2027	Common Stock	1,000		1,000	D
Stock Option (right to buy)(5)	$38.51							12/27/2018	12/27/2028	Common Stock	1,000		1,000	D
Stock Option (right to buy)(5)	$32.6							12/26/2019	12/26/2029	Common Stock	1,000		1,000	D
Stock Option (right to buy)(5)	$17.95							12/30/2021	12/30/2031	Common Stock	750		750	D
Stock Option (right to buy)(5)	$14.25							12/29/2022	12/29/2032	Common Stock	1,438		1,438	D
Stock Option (right to buy)(5)	$14.69							12/28/2023	12/28/2033	Common Stock	1,455		1,455	D
Class B Common Stock	(2)							(3)	(4)	Common Stock	25		25	D
Class B Common Stock	(2)							(3)	(4)	Common Stock	131,506		131,506	I	As Trustee(6)
Class B Common Stock	(2)							(3)	(4)	Common Stock	50,845		50,845	I	By Trust(7)

Explanation of Responses:

1. Represents the exchange of Class B Common Stock to Gregory Marcus for Common Stock.

2. This security is convertible into common stock on a 1-for-1 basis at no cost and Class B Common Stock is entitled to 10 votes per share and Common Stock is entitled to one vote per share.

3. This security is immediately exercisable.

4. No expiration date.

5. Granted pursuant to The Marcus Corporation 2004 Equity and Incentive Awards Plan.

6. As trustee for brother's children.

7. By the Ben and Celia Marcus 1992 Revocable Trust F/B/O Diane M. Gershowitz.

	/s/ Steven R. Barth, Attorney-in-Fact for Diane M. Gershowitz	09/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What transactions did Diane M. Gershowitz report on Form 4 for MCS?

The Form 4 reports a 5,846-share conversion of Class B to Common Stock and a disposition of 8,000 Common Stock shares, dated 09/15/2025.

How many Common Stock shares does Diane M. Gershowitz directly own after the reported transactions?

Following the reported transactions, her direct beneficial ownership is stated as 34,045 Common Stock shares.

What indirect holdings are disclosed by the reporting person on this Form 4?

The filing discloses 175,617.223 Common Stock shares held indirectly by DG-LDJ Holdings, LLC, plus 131,506 and 50,845 shares held by a trustee and a trust respectively.

Are there stock options disclosed on the Form 4 and what are key terms?

Yes. Several stock options are listed with exercise prices ranging from $14.25 to $38.51 and expirations from 2025 through 2033; specific counts per option are provided in the filing.

Did the Form 4 indicate any cash consideration paid for the conversions?

The conversion entries are reported with a price of $0, consistent with the stated 1-for-1 conversion terms of Class B to Common Stock.