Marcus Corp (NYSE: MCS) director swaps and gifts thousands of shares

Rhea-AI Filing Summary

Marcus Corp director and 10% owner Diane M. Gershowitz reported several share movements on March 2, 2026. An entity associated with her, DG-LDJ Holdings, LLC, sold 33,915 shares of Class B Common Stock, while she directly bought 33,915 shares of Common Stock, leaving her net buy/sell activity flat in share count.

She also made a bona fide gift of 36,096 shares of Common Stock, reducing her directly held common shares. Footnotes note that Class B shares convert into Common Stock on a 1-for-1 basis at no cost, with Class B carrying 10 votes per share versus one vote for Common.

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^*

GERSHOWITZ DIANE 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

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	03/02/2026		P(1)		33,915	A	$0	72,134	D
Common Stock	03/02/2026		G		36,096	D	$0	36,038	D
Common Stock								175,617.223	I	By DG-LDJ Holdings, LLC

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)	03/02/2026		S(1)			33,915	(3)	(4)	Common Stock	33,915	$0	1,881,677	I	By DG-LDJ Holdings, LLC
Stock Option (right to buy)(5)	$31.55							12/29/2016	12/29/2026	Common Stock	1,000		1,000	D
Stock Option (right to buy)(5)	$27.2							12/28/2017	12/28/2027	Common Stock	1,000		1,000	D
Stock Option (right to buy)(5)	$38.51							12/27/2018	12/27/2028	Common Stock	1,000		1,000	D
Stock Option (right to buy)(5)	$32.6							12/26/2019	12/26/2029	Common Stock	1,000		1,000	D
Stock Option (right to buy)(5)	$17.95							12/30/2021	12/30/2031	Common Stock	750		750	D
Stock Option (right to buy)(5)	$14.25							12/29/2022	12/27/2032	Common Stock	1,438		1,438	D
Stock Option (right to buy(5)	$14.69							12/28/2023	12/28/2033	Common Stock	1,455		1,455	D
Class B Common Stock	(2)							(3)	(4)	Common Stock	25		25	D
Class B Common Stock	(2)							(3)	(4)	Common Stock	131,506		131,506	I	As Trustee(6)
Class B Common Stock	(2)							(3)	(4)	Common Stock	50,845		50,845	I	By Trust(7)

Explanation of Responses:

1. Represents the exchange of Class B Common Stock to Gregory Marcus for Common Stock.

2. This security is convertible into common stock on a 1-for-1 basis at no cost and Class B Common Stock is entitled to 10 votes per share and Common Stock is entitled to one vote per share.

3. This security is immediately exercisable.

4. No expiration date.

5. Granted pursuant to The Marcus Corporation 2004 Equity and Incentive Awards Plan.

6. As trustee for brother's children.

7. By the Ben and Celia Marcus 1992 Revocable Trust F/B/O Diane M. Gershowitz.

	/s/ Steven R. Barth, Attorney-in-Fact for Diane M. Gershowitz	03/04/2026
	** 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).
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FAQ

What did Marcus Corp (MCS) director Diane M. Gershowitz report in this Form 4?

Diane M. Gershowitz reported a sale and a matching purchase of 33,915 shares plus a gift of 36,096 shares. These transactions involved both Class B Common Stock and Common Stock and were all dated March 2, 2026, reflecting reallocation and gifting of holdings.

How many Marcus Corp (MCS) shares did DG-LDJ Holdings, LLC sell?

DG-LDJ Holdings, LLC, an entity associated with Diane M. Gershowitz, sold 33,915 shares of Marcus Corp Class B Common Stock. This transaction was reported as an open-market or private sale on March 2, 2026, and is reflected as indirect ownership on the Form 4.

How many Marcus Corp (MCS) Common Stock shares did Diane M. Gershowitz buy?

Diane M. Gershowitz directly purchased 33,915 shares of Marcus Corp Common Stock. The transaction occurred on March 2, 2026 and was reported as an open-market or private purchase, offsetting the same number of Class B shares sold by an affiliated entity.

What gift transaction did Diane M. Gershowitz report for Marcus Corp (MCS)?

She reported a bona fide gift of 36,096 shares of Marcus Corp Common Stock. The gift was dated March 2, 2026 and reduced her directly held common shares, while still being disclosed as part of her overall beneficial ownership picture.

What is the voting difference between Marcus Corp (MCS) Class B and Common Stock?

Class B Common Stock carries 10 votes per share and is convertible into Common Stock on a 1-for-1 basis at no cost. Common Stock carries one vote per share, so shifting between classes can change voting power while keeping the share count unchanged.

Did the Form 4 for Marcus Corp (MCS) show net buying or selling by Diane M. Gershowitz?

The reported sale and purchase each involved 33,915 shares, resulting in neutral net buy/sell share count. However, she also gifted 36,096 Common shares, which reduced her directly held stock while still leaving substantial beneficial ownership positions disclosed.