Marcus Corp (NYSE: MCS) CFO disposes shares to cover tax liability

Rhea-AI Filing Summary

Marcus Corp Chief Financial Officer Chad M. Paris reported a tax-related share disposition. On February 23, 2026, 1,146 shares of common stock were withheld upon vesting of restricted stock to cover resulting tax liabilities, recorded at a price of $0.00 per share.

After this tax-withholding disposition, Paris directly holds 70,638 shares of common stock. He also directly holds stock options to purchase 10,000 shares from a 10/18/21 grant, 23,000 shares from a 3/8/22 grant, and 29,900 shares from a 3/7/23 grant, subject to time-based vesting terms.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Paris Chad M

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	1,146	$0.00	--
holding	Stock Option (right to buy) (granted 10/18/21)	--	--	--
holding	Stock Option (right to buy) (granted 3/8/22)	--	--	--
holding	Stock Option (right to buy) (granted 3/7/23)	--	--	--

Holdings After Transaction: Common Stock — 70,638 shares (Direct); Stock Option (right to buy) (granted 10/18/21) — 10,000 shares (Direct); Stock Option (right to buy) (granted 3/8/22) — 23,000 shares (Direct); Stock Option (right to buy) (granted 3/7/23) — 29,900 shares (Direct)

Footnotes (1)

1. Shares withheld from the vesting of shares of restricted stock granted February 23, 2026 to pay resulting tax amounts owed.to pay resulting tax amounts owed. 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.

Form 4 Insider Transactions: What Each Field Means →

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^*

Paris Chad M

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

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	02/23/2026		F(1)		1,146	D	$0	70,638	D

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 10/18/21)	$18.68							(2)	10/18/2031	Common Stock	10,000		10,000	D
Stock Option (right to buy) (granted 3/8/22)	$17.04							(2)	03/08/2032	Common Stock	23,000		23,000	D
Stock Option (right to buy) (granted 3/7/23)	$15.99							(2)	03/07/2033	Common Stock	29,900		29,900	D

Explanation of Responses:

1. Shares withheld from the vesting of shares of restricted stock granted February 23, 2026 to pay resulting tax amounts owed.to pay resulting tax amounts owed.

2. 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.

	/s/ Steven R. Barth, Attorney-in-Fact for Chad M. Paris	02/25/2026
	** 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 insider transaction did Marcus Corp (MCS) report for its CFO?

Marcus Corp CFO Chad M. Paris reported a tax-withholding share disposition. On February 23, 2026, 1,146 common shares were withheld from vesting restricted stock to pay related taxes, a non-cash transaction that reduced his share count but did not involve an open-market sale.

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

Following the reported tax-withholding disposition, CFO Chad M. Paris directly holds 70,638 Marcus Corp common shares. This reflects the deduction of 1,146 shares withheld to satisfy tax obligations tied to restricted stock vesting on February 23, 2026.

Was the Marcus Corp (MCS) CFO’s Form 4 transaction an open-market sale?

No, the transaction is classified as a tax-withholding disposition rather than an open-market sale. Shares were withheld from vested restricted stock to pay tax amounts due, using transaction code F, which indicates delivery of securities to satisfy tax obligations.

What stock options in Marcus Corp (MCS) does the CFO report holding?

The CFO reports directly holding stock options granted on October 18, 2021 for 10,000 shares, March 8, 2022 for 23,000 shares, and March 7, 2023 for 29,900 shares. These options vest over four years according to specified anniversary-based vesting milestones.

How do the Marcus Corp (MCS) CFO’s stock options vest over time?

The reported stock options vest in stages: 50% after the second anniversary of each grant date, 75% after the third anniversary, and 100% after four years. This schedule applies to the options granted in 2021, 2022, and 2023.