Marcus Corp (MCS) director discloses 4,174-share restricted stock grant

Rhea-AI Filing Summary

Marcus Corp director reports new restricted stock grant. Ogden Cap Properties, LLC, a reporting person affiliated with Marcus Corp director Philip L. Milstein, reported acquiring 4,174 shares of Marcus Corp common stock as restricted stock on 12/31/2025 at a stated price of $0. After this grant, the reporting person directly beneficially owns 77,758 common shares. The filing also lists additional indirect holdings held in various trustee capacities, as well as several outstanding stock options to purchase Marcus Corp common stock at exercise prices between $14.25 and $38.51 with expirations ranging from 12/31/2026 to 12/28/2033. The restricted stock vests 50% after the second anniversary and 100% after the fourth anniversary of the grant date.

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

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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^*

MILSTEIN PHILIP L

(Last) (First) (Middle)

OGDEN CAP PROPERTIES, LLC

545 MADISON AVENUE, 6TH FLOOR

(Street)

NEW YORK NY 10022

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025

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	12/31/2025		A(1)		4,174	A	$0	77,758	D
Common Stock								10,244	I	As trustee for PLM Foundation(2)
Common Stock								124,111	I	As trustee for PLM Foundation(2)
Common Stock								8,100	I	As trustee for PLM Foundation(2)
Common Stock								2,000	I	As trustee for PLM Foundation(2)

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)	$31.55							12/31/2016	12/31/2026	Common Stock	1,000		1,000	D
Stock Option (Right to Buy)	$27.2							12/28/2017	12/28/2027	Common Stock	1,000		1,000	D
Stock Option (Right to Buy)	$38.51							12/27/2018	12/27/2028	Common Stock	1,000		1,000	D
Stock Option (Right to Buy)	$32.6							12/26/2019	12/26/2029	Common Stock	1,000		1,000	D
Stock Option (Right to Buy)	$17.95							12/30/2021	12/30/2031	Common Stock	750		750	D
Stock Option (Right to Buy)	$14.25							12/29/2022	12/29/2032	Common Stock	1,438		1,438	D
Stock Option (Right to Buy)	$14.69							12/28/2023	12/28/2033	Common Stock	1,455		1,455	D

Explanation of Responses:

1. Restricted stock granted December 31, 2025 vests and becomes exercisable as follows: 50% after 2nd anniversary of date of grant and 100% after 4th anniversary of date of grant.

2. The undersigned disclaims any beneficial interest in shares owned by his wife, children, held by him as trustee for PLM Foundation, or held by him as co-trustee for SVM Foundation.

	/s/ Steven R. Barth, Attorney-in-Fact for Philip L. Milstein	01/05/2026
	** 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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** 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 insider transaction did Marcus Corp (MCS) report in this Form 4?

The filing reports that Ogden Cap Properties, LLC, affiliated with Marcus Corp director Philip L. Milstein, acquired 4,174 shares of Marcus Corp common stock as restricted stock on 12/31/2025 at a stated price of $0.

How many Marcus Corp (MCS) shares does the reporting person directly own after this transaction?

Following the reported restricted stock grant, the reporting person beneficially owns 77,758 Marcus Corp common shares in direct form.

What is the vesting schedule for the 4,174 restricted Marcus Corp (MCS) shares?

The restricted stock granted on 12/31/2025 vests and becomes exercisable as follows: 50% after the second anniversary of the grant date and 100% after the fourth anniversary of the grant date.

What roles does the reporting person have at Marcus Corp (MCS)?

The reporting person is identified as a Director of Marcus Corp in the relationship section of the filing.

What stock options related to Marcus Corp (MCS) are listed in this Form 4?

The filing lists several stock options (rights to buy) for Marcus Corp common stock, including options with exercise prices such as $31.55, $27.20, $38.51, $32.60, $17.95, $14.25, and $14.69, with expiration dates from 12/31/2026 through 12/28/2033.

Does the Marcus Corp (MCS) Form 4 mention indirect or trustee-held shares?

Yes. The filing notes additional common shares held indirectly, including amounts listed as held as trustee for PLM Foundation and similar trustee capacities, and states that the undersigned disclaims any beneficial interest in certain shares held by family members and foundations.