STOCK TITAN

Marcus Corp (NYSE: MCS) CEO records 19,976-share tax-withholding disposal

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Marcus Corp President and CEO Gregory S. Marcus reported a tax-related share disposition and updated his holdings. On February 22, 2026, he disposed of 19,976 shares of Common Stock at $0.00 per share, with the Form 4 noting this was a tax-withholding disposition to pay amounts owed upon the vesting of restricted stock granted that same day.

After this transaction, his direct Common Stock holdings stood at 556,589 shares. The filing also lists several indirect positions, including Class B and Common Stock held by his spouse, as custodian for family UTMA accounts, and in a 401(k) plan. In addition, he reports multiple stock option awards with remaining balances ranging from 40,000 to 172,300 options, subject to multi‑year vesting schedules, with certain options described as immediately exercisable and with no expiration date.

Positive

  • None.

Negative

  • None.

Insights

Routine tax withholding; ownership structure and option grants updated.

The filing shows Gregory S. Marcus, President and CEO of Marcus Corp, disposing of 19,976 Common shares via an F-code tax-withholding transaction tied to restricted stock vesting on February 22, 2026, not an open‑market sale.

Post-transaction, he directly holds 556,589 Common shares and discloses indirect ownership through a spouse, UTMA accounts, trusts, and a 401(k). Multiple option grants with balances up to 172,300 options follow multi‑year vesting schedules, with some noted as immediately exercisable and without expiration.

Overall, this appears to be a routine equity compensation and tax event rather than a directional bet on the stock. Future company filings may further detail new equity awards or changes in these balances.

Insider Marcus Gregory S
Role President and CEO
Type Security Shares Price Value
Tax Withholding Common Stock 19,976 $0.00 --
holding Stock Option (right to buy) (granted 2/28/17) -- -- --
holding Stock Option (right to buy) (granted 2/27/18) -- -- --
holding Stock Option (right to buy) (granted 2/26/19) -- -- --
holding Stock Option (right to buy) (granted 2/25/20) -- -- --
holding Stock Option (right to buy) (granted 5/8/20) -- -- --
holding Stock Option (right to buy) (granted 3/9/21) -- -- --
holding Stock Option (right to buy) (granted 3/8/22) -- -- --
holding Stock Option (right to buy) (granted 3/7/23) -- -- --
holding Class B Common Stock -- -- --
holding Class B Common Stock -- -- --
holding Class B Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 556,589 shares (Direct); Stock Option (right to buy) (granted 2/28/17) — 40,000 shares (Direct); Stock Option (right to buy) (granted 2/27/18) — 75,000 shares (Direct); Stock Option (right to buy) (granted 2/26/19) — 70,200 shares (Direct); Stock Option (right to buy) (granted 2/25/20) — 121,000 shares (Direct); Stock Option (right to buy) (granted 5/8/20) — 80,000 shares (Direct); Stock Option (right to buy) (granted 3/9/21) — 137,300 shares (Direct); Stock Option (right to buy) (granted 3/8/22) — 152,000 shares (Direct); Stock Option (right to buy) (granted 3/7/23) — 172,300 shares (Direct); Class B Common Stock — 13,431 shares (Indirect, As trustee); Common Stock — 75 shares (Indirect, As custodian)
Footnotes (1)
  1. Shares withheld from the vesting of shares of restricted stock granted February 22, 2026 to pay resulting tax amounts owed.to pay resulting tax amounts owed. As sole custodian of the Alexandra Marcus U/WI/UTMA. Balance reflects the most current data available with regard to the reporting person's holdings in the 401(k) Plan. The options originally granted vest and become exercisable as follows: 40% after 2nd anniversary of the date of grant; 60% after 3rd anniversary; 80% after 4th anniversary; and 100% after 5 years. The options originally granted vest and become exercisable as follows: 50% after 2nd anniversary of the date of grant; 75% after 3rd anniversary; and 100% after 4 years. This security is convertible into common stock on a 1-for-1 basis at no cost. This security is immediately exercisable. No expiration date. As trustee of the Gabriella Marcus Trust, the Daniella Marcus Trust and the Jessica Marcus Trust. As sole custodian of the Alexandra Marcus U/WI/UTMA, the Michael Marcus U/WI/UTMA, and the Samantha Marcus U/WI/UTMA.
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Marcus Gregory S

(Last) (First) (Middle)
THE MARCUS CORPORATION
111 EAST 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 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
02/22/2026
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 02/22/2026 F(1) 19,976 D $0 556,589 D
Common Stock 75 I As custodian(2)
Common Stock 7,384(3) I By 401(k)
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
Stock Option (right to buy) (granted 2/28/17) $31.2 (4) 02/28/2027 Common Stock 40,000 40,000 D
Stock Option (right to buy) (granted 2/27/18) $27 (5) 02/27/2028 Common Stock 75,000 75,000 D
Stock Option (right to buy) (granted 2/26/19) $41.9 (5) 02/26/2029 Common Stock 70,200 70,200 D
Stock Option (right to buy) (granted 2/25/20) $28.88 (5) 02/25/2030 Common Stock 121,000 121,000 D
Stock Option (right to buy) (granted 5/8/20) $12.71 (5) 05/08/2030 Common Stock 80,000 80,000 D
Stock Option (right to buy) (granted 3/9/21) $21.84 (5) 03/09/2031 Common Stock 137,300 137,300 D
Stock Option (right to buy) (granted 3/8/22) $17.04 (5) 03/08/2032 Common Stock 152,000 152,000 D
Stock Option (right to buy) (granted 3/7/23) $15.99 (5) 03/07/2033 Common Stock 172,300 172,300 D
Class B Common Stock (6) (7) (8) Common Stock 13,431 13,431 I As trustee(9)
Class B Common Stock (6) (7) (8) Common Stock 10,786 10,786 I As custodian(10)
Class B Common Stock (6) (7) (8) Common Stock 18,233 18,233 I By spouse
Explanation of Responses:
1. Shares withheld from the vesting of shares of restricted stock granted February 22, 2026 to pay resulting tax amounts owed.to pay resulting tax amounts owed.
2. As sole custodian of the Alexandra Marcus U/WI/UTMA.
3. Balance reflects the most current data available with regard to the reporting person's holdings in the 401(k) Plan.
4. The options originally granted vest and become exercisable as follows: 40% after 2nd anniversary of the date of grant; 60% after 3rd anniversary; 80% after 4th anniversary; and 100% after 5 years.
5. The options originally granted vest and become exercisable as follows: 50% after 2nd anniversary of the date of grant; 75% after 3rd anniversary; and 100% after 4 years.
6. This security is convertible into common stock on a 1-for-1 basis at no cost.
7. This security is immediately exercisable.
8. No expiration date.
9. As trustee of the Gabriella Marcus Trust, the Daniella Marcus Trust and the Jessica Marcus Trust.
10. As sole custodian of the Alexandra Marcus U/WI/UTMA, the Michael Marcus U/WI/UTMA, and the Samantha Marcus U/WI/UTMA.
/s/ Steven R. Barth, Attorney-in-Fact for Gregory S. Marcus 02/24/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Marcus Corp (MCS) CEO Gregory S. Marcus report in this Form 4?

He reported a tax-related disposition of 19,976 Marcus Corp Common shares tied to restricted stock vesting. The transaction used code F, meaning shares were withheld to cover tax liabilities, and he also updated his direct, indirect, and stock option holdings across several accounts and plans.

Was the Marcus Corp (MCS) CEO’s 19,976-share transaction an open-market sale?

No, the 19,976-share transaction was filed with code F, indicating a tax-withholding disposition. Shares were withheld from newly vested restricted stock granted February 22, 2026 to pay tax amounts owed, rather than sold on the open market through a discretionary trade.

How many Marcus Corp (MCS) Common shares does the CEO hold after this Form 4?

After the tax-withholding disposition, Gregory S. Marcus directly holds 556,589 Marcus Corp Common shares. The filing also lists additional indirect holdings through his spouse, as custodian for family UTMA accounts, and in a 401(k) plan, each with separate reported balances and ownership descriptions.

What stock option positions did Marcus Corp (MCS) disclose for its CEO?

The Form 4 lists several stock option grants, with remaining balances including 40,000, 75,000, 70,200, 121,000, 80,000, 137,300 and 172,300 options. Footnotes describe multi-year vesting schedules, with some options immediately exercisable and one series described as having no expiration date attached.

How are the Marcus Corp (MCS) CEO’s indirect share holdings structured?

Indirect holdings include Class B and Common Stock held by his spouse, as sole custodian for Alexandra, Michael, and Samantha Marcus UTMA accounts, by trusts for Gabriella, Daniella and Jessica Marcus, and a balance in a 401(k) plan, each reported with separate ownership descriptions and share counts.