Marcus Corp (NYSE: MCS) executive reports tax withholding of shares

Rhea-AI Filing Summary

Marcus Corp executive Mark A. Gramz, President of Marcus Theatres, reported a tax-related share disposition. On February 22, 2026, 2,899 shares of common stock were withheld from a restricted stock vesting to cover tax obligations, as noted in the footnotes.

After this tax-withholding disposition, Gramz directly held 49,262 shares of Marcus Corp common stock. Several stock option positions described as rights to buy shares remain outstanding, with various vesting schedules detailed in the footnotes.

Insider Trade Summary

9 transactions reported

Mixed 9 txns

Insider Gramz Mark A

Role Pres., Marcus Theatres

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	2,899	$0.00	--
holding	Stock Option (Right to Buy)	--	--	--
holding	Stock Option (Right to Buy)	--	--	--
holding	Stock Option (Right to Buy)	--	--	--
holding	Stock Option (Right to Buy)	--	--	--
holding	Stock Option (Right to Buy)	--	--	--
holding	Stock Option (Right to Buy)	--	--	--
holding	Stock Option (Right to Buy)	--	--	--
holding	Stock Option (Right to Buy)	--	--	--

Holdings After Transaction: Common Stock — 49,262 shares (Direct); Stock Option (Right to Buy) — 3,500 shares (Direct)

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. The options originally granted vest 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 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

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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).

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^*

Gramz Mark A

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Pres., Marcus Theatres

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)		2,899	D	$0	49,262	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)	$31.2							(2)	02/28/2027	Common Stock	3,500		3,500	D
Stock Option (Right to Buy)	$27							(3)	02/27/2028	Common Stock	3,500		3,500	D
Stock Option (Right to Buy)	$41.9							(3)	02/26/2029	Common Stock	3,500		3,500	D
Stock Option (Right to Buy)	$28.88							(3)	02/25/2030	Common Stock	3,500		3,500	D
Stock Option (Right to Buy)	$12.71							(3)	05/08/2030	Common Stock	1,750		1,750	D
Stock Option (Right to Buy)	$21.84							(3)	03/09/2031	Common Stock	4,200		4,200	D
Stock Option (Right to Buy)	$17.04							(3)	03/08/2032	Common Stock	3,500		3,500	D
Stock Option (Right to Buy)	$15.99							(3)	03/07/2033	Common Stock	27,500		27,500	D

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. The options originally granted vest as follows: 40% after 2nd anniversary of the date of grant; 60% after 3rd anniversary; 80% after 4th anniversary; and 100% after 5 years.

3. The options originally granted vest 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 Mark A. Gramz	02/24/2026
	** 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 insider transaction did Marcus Corp (MCS) report for Mark A. Gramz?

Marcus Corp reported that executive Mark A. Gramz had 2,899 common shares withheld to cover taxes from a restricted stock vesting. This was recorded as a tax-withholding disposition rather than an open-market sale of shares.

Did Mark A. Gramz sell Marcus Corp (MCS) shares in the open market?

The filing shows a tax-withholding disposition of 2,899 shares, not an open-market sale. Shares were withheld from a restricted stock award vesting to satisfy tax obligations associated with that equity compensation.

How many Marcus Corp (MCS) shares does Mark A. Gramz hold after this Form 4?

Following the reported tax-withholding transaction, Mark A. Gramz directly holds 49,262 shares of Marcus Corp common stock. This figure reflects his ownership after the 2,899 shares were withheld for tax purposes.

What do the Marcus Corp (MCS) Form 4 footnotes say about the restricted stock?

The footnotes explain that the 2,899 withheld shares came from restricted stock granted on February 22, 2026. Those shares vested and a portion was retained by the company to pay the related tax amounts owed.

What stock options are reported for Mark A. Gramz at Marcus Corp (MCS)?

The Form 4 lists several stock option positions described as rights to buy Marcus Corp shares, with totals such as 3,500, 4,200, 1,750, and 27,500 options. Footnotes outline multi-year vesting schedules for these option grants.

Is the Marcus Corp (MCS) insider transaction a routine tax event?

Yes, the filing characterizes the 2,899-share disposition as payment of tax liability by delivering securities. Such tax-withholding from vesting restricted stock is a common administrative feature of equity compensation plans.