MCS insider activity: 8,329 Class B exercised; 4.4M shares held by LLCs

Rhea-AI Filing Summary

Marcus Corporation reporting person Stephen H. Marcus recorded transactions on 10/08/2025 that change his indirect and trustee-held stakes in the company. A total of 4,399,350 Class B shares previously held by two LLCs were reported as convertible into common stock and are shown as beneficially owned indirectly by those LLCs. Additionally, 8,329 Class B shares were exercised and converted into 8,329 common shares held by the Stephen 1990 Revocable Trust, and 1,225 common shares are held in a trustee capacity. After the reported transactions, total common shares tied to the reporting person include the converted amount and existing holdings by trusts and LLCs, reflecting concentrated family-controlled ownership through trusts and affiliated LLCs.

Positive

• Clear disclosure of conversions and transfers, including exempt transfer under Rule 16a-13
• Alignment of interests via significant holdings in family trusts and affiliated LLCs (4,399,350 shares)

Negative

• Concentrated ownership with 4,399,350 shares held indirectly by LLCs, which can reduce public float and concentrate voting power
• Immediate exercisability of certain Class B shares increases potential for future share count changes without a price, affecting supply dynamics

Insights

Corporate Governance Analyst

Insider converted Class B holdings into common stock, preserving family control.

The filing shows conversion and transfer activity on 10/08/2025 that increases common shares tied to family trusts and affiliated LLCs, including 4,399,350 shares held by two LLCs and 8,329 shares converted to common stock by a revocable trust.

Concentrated ownership through trusts and LLCs can align management and long-term strategy but also concentrates voting power; monitor any future sales or additional conversions that would change public float or voting dynamics over the next 6–12 months.

Insider Transactions Specialist

Transactions include an exempt transfer and immediate conversion/exercise of Class B shares.

The report notes that transfers by Matinee Fifteen Holdings entities were exempt from Section 16 reporting under Rule 16a-13, and that certain Class B shares are convertible 1-for-1 with no cost and immediately exercisable, with no expiration date disclosed.

Because conversions are cost-free and some transfers are Rule 16a-13 exempt, investors should watch for subsequent Form 4 filings showing any open-market sales or additional non-exempt transfers within the next reporting cycle.

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^*

MARCUS STEPHEN H

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

3. Date of Earliest Transaction (Month/Day/Year)
10/08/2025

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								21,895	I	By LLCs(1)
Common Stock								6,003	I	Trustee-I. Lowe Fam. Tr.

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)	10/08/2025		G			8,329	(3)	(4)	Common Stock	8,329	$0	25,159	I	S Marcus 1990 Rev Tr(5)
Class B Common Stock	(2)							(3)	(4)	Common Stock	1,225		1,225	I	As Trustee
Class B Common Stock	(2)							(3)	(4)	Common Stock	4,399,350		4,399,350(6)	I	By LLCs(1)
Class B Common Stock	(2)							(3)	(4)	Common Stock	50,845		50,845	I	By Trust(7)

Explanation of Responses:

1. Shares held by Matinee Fifteen Holdings, LLC and Matinee Fifteen Holdings 2 LLC. The reporting person disclaims beneficial ownership of these shares except to the extent of the reporting person's pecuniary interest in the shares.

2. This security is convertible into common stock on a 1-for-1 basis at no cost.

3. This security is immediately exercisable.

4. No expiration date.

5. By the Stephen H. Marcus 1990 Revocable Trust.

6. Shares previously held by Matinee Fifteen Holdings, LLC and Matinee Fifteen Holdings 2, LLC were transferred in a transaction exempt from Section 16 reporting pursuant to Rule 16a-13.

7. By the Ben and Celia Marcus 1992 Revocable Trust F/B/O Stephen H. Marcus.

	/s/ Steven R. Barth, Attorney-in-Fact for Stephen H. Marcus	10/10/2025
	** 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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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What transactions did Stephen H. Marcus report on Form 4 for MCS?

The report discloses conversion/exercise activity on 10/08/2025, including conversion of Class B shares into common stock and transfers by affiliated LLCs.

How many shares are tied to the reporting person after the transactions?

Reported amounts include 8,329 common shares from immediate exercise, 1,225 held as trustee, and 4,399,350 common-equivalent shares held indirectly by LLCs.

Were any transfers exempt from Section 16 reporting?

Yes. The filing states shares previously held by Matinee Fifteen Holdings, LLC and Matinee Fifteen Holdings 2, LLC were transferred in a transaction exempt from Section 16 reporting pursuant to Rule 16a-13.

Are the Class B securities convertible and exercisable?

Yes. The Class B securities convert into common stock on a 1-for-1 basis at no cost and are described as immediately exercisable with no expiration date.

What is the reporting person's relationship to Marcus Corp (MCS)?

The reporting person, Stephen H. Marcus, is listed as a Director of Marcus Corporation.