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

Rhea-AI Filing Summary

Marcus Corp executive Thomas F. Kissinger reported a tax-related share disposition. On February 23, 2026, 2,467 shares of common stock were withheld upon vesting of restricted stock to cover tax obligations, rather than sold in the open market. Following this withholding, he directly holds 224,700 common shares, along with multiple stock option grants and additional indirect holdings through a dividend reinvestment and associate stock purchase plan and a 401(k) plan.

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^*

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)
02/23/2026

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)		2,467	D	$0	224,700	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 23, 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	02/25/2026
	** 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.
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FAQ

What insider transaction did Marcus Corp (MCS) report for Thomas F. Kissinger?

Marcus Corp executive Thomas F. Kissinger reported a tax-related share disposition. On February 23, 2026, 2,467 common shares were withheld from vesting restricted stock to satisfy tax obligations, rather than being sold in an open-market transaction.

How many Marcus Corp (MCS) shares were withheld for taxes in this Form 4?

A total of 2,467 Marcus Corp common shares were withheld for taxes. These shares came from restricted stock that vested on February 23, 2026, and were used to pay the resulting tax amounts owed instead of a cash payment.

Does the Marcus Corp (MCS) Form 4 show an open-market sale by Thomas F. Kissinger?

The Form 4 shows no open-market sale by Thomas F. Kissinger. The 2,467-share transaction is coded as tax withholding, meaning shares from vesting restricted stock were retained to cover tax liabilities, not actively sold into the market.

How many Marcus Corp (MCS) common shares does Thomas F. Kissinger hold directly after the transaction?

After the tax-withholding transaction, Thomas F. Kissinger directly holds 224,700 Marcus Corp common shares. This figure reflects his direct ownership position following the 2,467-share withholding related to the vesting of restricted stock on February 23, 2026.

What stock options related to Marcus Corp (MCS) does Thomas F. Kissinger hold?

Thomas F. Kissinger holds several Marcus Corp stock option grants, including 17,000 options from a February 28, 2017 grant and 24,400 options from a February 27, 2018 grant. Additional grants from 2019 through 2023 also remain outstanding with varying post-transaction balances.

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

He reports indirect Marcus Corp holdings through plans. These include 547 common shares held via a Dividend Reinvestment and Associate Stock Purchase Plan, and 1,581 common shares held through a 401(k) plan, based on the most current plan data available.