Marcus Corp (NYSE: MCS) CFO has shares withheld for taxes

Rhea-AI Filing Summary

Marcus Corp Chief Financial Officer Chad M. Paris reported a tax-related share disposition. On February 22, 2026, 4,643 shares of common stock were withheld from the vesting of restricted stock to pay resulting tax amounts owed, a transaction coded as a tax-withholding disposition rather than an open-market sale. After this withholding, he directly owns 71,784 shares of Marcus Corp common stock.

Paris also reports direct holdings of stock options from multiple grants, including 10,000 options from an October 18, 2021 grant, 23,000 options from a March 8, 2022 grant, and 29,900 options from a March 7, 2023 grant. According to the disclosed vesting schedule, these options vest 50% after the second anniversary of grant, 75% after the third anniversary, and fully after four years.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Paris Chad M

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	4,643	$0.00	--
holding	Stock Option (right to buy) (granted 10/18/21)	--	--	--
holding	Stock Option (right to buy) (granted 3/8/22)	--	--	--
holding	Stock Option (right to buy) (granted 3/7/23)	--	--	--

Holdings After Transaction: Common Stock — 71,784 shares (Direct); Stock Option (right to buy) (granted 10/18/21) — 10,000 shares (Direct); Stock Option (right to buy) (granted 3/8/22) — 23,000 shares (Direct); Stock Option (right to buy) (granted 3/7/23) — 29,900 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 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^*

Paris Chad M

(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)

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

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)		4,643	D	$0	71,784	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) (granted 10/18/21)	$18.68							(2)	10/18/2031	Common Stock	10,000		10,000	D
Stock Option (right to buy) (granted 3/8/22)	$17.04							(2)	03/08/2032	Common Stock	23,000		23,000	D
Stock Option (right to buy) (granted 3/7/23)	$15.99							(2)	03/07/2033	Common Stock	29,900		29,900	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 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 Chad M. Paris	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) CFO Chad M. Paris report?

Marcus Corp CFO Chad M. Paris reported a tax-related share withholding. On February 22, 2026, 4,643 common shares were withheld from vesting restricted stock to cover tax liabilities, rather than sold in an open market transaction.

How many Marcus Corp (MCS) shares does the CFO own after this Form 4?

After the tax-withholding transaction, Chad M. Paris directly owns 71,784 Marcus Corp common shares. This figure reflects his remaining direct equity stake following the 4,643 shares withheld to satisfy tax obligations on restricted stock vesting.

What does transaction code F mean in the Marcus Corp (MCS) Form 4 filing?

Transaction code F indicates payment of an exercise price or tax liability by delivering securities. In this case, 4,643 Marcus Corp shares were withheld from vested restricted stock to pay taxes, rather than being a discretionary buy-or-sell trade on the open market.

Were Marcus Corp (MCS) shares sold on the open market by the CFO?

The filing describes 4,643 Marcus Corp shares as withheld to pay taxes on restricted stock vesting. The transaction is coded F for tax-withholding disposition, indicating it was not an ordinary open-market sale initiated for portfolio or valuation reasons.

What stock option grants for Marcus Corp (MCS) does the CFO report holding?

Chad M. Paris reports direct holdings of stock options for 10,000 shares from an October 18, 2021 grant, 23,000 from a March 8, 2022 grant, and 29,900 from a March 7, 2023 grant, all subject to the company’s stated multi-year vesting schedule.

How do the Marcus Corp (MCS) CFO’s stock options vest over time?

The options are scheduled to vest 50% after the second anniversary of grant, 75% after the third anniversary, and fully after four years. This staggered vesting structure ties option exercisability to continued service across several years.