Marcus Corp (NYSE: MCS) exec withholds shares to cover taxes

Rhea-AI Filing Summary

Marcus Corp senior executive Thomas F. Kissinger reported a Form 4 showing a tax-related share disposition. On February 22, 2026, 7,292 shares of common stock were withheld from the vesting of restricted stock to pay resulting tax amounts owed, rather than sold on the open market. After this transaction, he held 227,167 shares of common stock directly.

The filing also updates his direct holdings of multiple stock option grants from 2017 through 2023 and his indirect common stock holdings through a dividend reinvestment and associate stock purchase plan and a 401(k) plan, with those plan balances reflecting the most current available data.

Insider Trade Summary

10 transactions reported

Mixed 10 txns

Insider KISSINGER THOMAS F

Role Sr Exec VP, Gen Counsel & Secy

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	7,292	$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 3/9/21)	--	--	--
holding	Stock Option (right to buy) (granted 3/8/22)	--	--	--
holding	Stock Option (right to buy) (granted 3/7/23)	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 227,167 shares (Direct); Stock Option (right to buy) (granted 2/28/17) — 17,000 shares (Direct); Stock Option (right to buy) (granted 2/27/18) — 24,400 shares (Direct); Stock Option (right to buy) (granted 2/26/19) — 23,400 shares (Direct); Stock Option (right to buy) (granted 2/25/20) — 39,000 shares (Direct); Stock Option (right to buy) (granted 3/9/21) — 47,100 shares (Direct); Stock Option (right to buy) (granted 3/8/22) — 50,000 shares (Direct); Stock Option (right to buy) (granted 3/7/23) — 56,600 shares (Direct); Common Stock — 547 shares (Indirect, By Plan)

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. By Dividend Reinvestment and Associate Stock Purchase Plan 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.

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
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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^*

KISSINGER THOMAS F

(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)
	Sr Exec VP, Gen Counsel & Secy

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)		7,292	D	$0	227,167	D
Common Stock								547	I	By Plan(2)
Common Stock								1,581(3)	I	By 401(k) Plan

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	17,000		17,000	D
Stock Option (right to buy) (granted 2/27/18)	$27							(4)	02/27/2028	Common Stock	24,400		24,400	D
Stock Option (right to buy) (granted 2/26/19)	$41.9							(4)	02/26/2029	Common Stock	23,400		23,400	D
Stock Option (right to buy) (granted 2/25/20)	$28.88							(4)	02/25/2030	Common Stock	39,000		39,000	D
Stock Option (right to buy) (granted 3/9/21)	$21.84							(4)	03/09/2031	Common Stock	47,100		47,100	D
Stock Option (right to buy) (granted 3/8/22)	$17.04							(5)	03/08/2032	Common Stock	50,000		50,000	D
Stock Option (right to buy) (granted 3/7/23)	$15.99							(5)	03/07/2033	Common Stock	56,600		56,600	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. By Dividend Reinvestment and Associate Stock Purchase Plan

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.

	/s/ Steven R. Barth, Attorney-in-Fact for Thomas F. Kissinger	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 insider transaction did Marcus Corp (MCS) report for Thomas F. Kissinger?

Marcus Corp reported that Thomas F. Kissinger had 7,292 common shares withheld from restricted stock vesting to cover tax obligations. This tax-withholding disposition reduced his directly held shares but did not involve an open-market sale of stock.

How many Marcus Corp shares does Thomas F. Kissinger hold after this Form 4?

After the tax-withholding transaction, Thomas F. Kissinger directly holds 227,167 Marcus Corp common shares. The Form 4 also lists additional indirect holdings through a dividend reinvestment and associate stock purchase plan and a 401(k) plan.

Was the Marcus Corp Form 4 transaction a market sale of MCS shares?

The reported transaction was not a market sale. Shares were withheld from the vesting of restricted stock to pay tax amounts owed, classified as a tax-withholding disposition rather than an open-market sale of Marcus Corp common stock.

What stock option holdings for Thomas F. Kissinger are shown in the Marcus Corp Form 4?

The Form 4 lists several stock option grants from 2017 through 2023, each described as a right to buy Marcus Corp shares. It reports updated post-transaction balances for these options, reflecting how many underlying shares each grant currently covers.

What indirect Marcus Corp holdings does Thomas F. Kissinger report?

He reports indirect ownership of Marcus Corp common stock through a Dividend Reinvestment and Associate Stock Purchase Plan and through a 401(k) plan. The filing notes that the 401(k) balance reflects the most current data available for his plan holdings.