Marcus Corp (MCS) CEO covers tax bill with 7,555 withheld shares

Rhea-AI Filing Summary

Marcus Corp President and CEO Gregory S. Marcus used 7,555 shares of common stock on February 23, 2026 to satisfy tax obligations from vesting restricted stock, in a tax-withholding disposition rather than an open-market sale. Following this transaction, he directly held 549,034 Marcus Corp common shares.

The filing also updates balances for multiple stock option grants, with individual positions ranging from 40,000 to 172,300 options, and for various indirect holdings of Class B common stock and common stock held as trustee, custodian, by spouse, and in 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^*

Marcus Gregory S

(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)
	President and CEO

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)		7,555	D	$0	549,034	D
Common Stock								75	I	As custodian(2)
Common Stock								7,384(3)	I	By 401(k)

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	40,000		40,000	D
Stock Option (right to buy) (granted 2/27/18)	$27							(5)	02/27/2028	Common Stock	75,000		75,000	D
Stock Option (right to buy) (granted 2/26/19)	$41.9							(5)	02/26/2029	Common Stock	70,200		70,200	D
Stock Option (right to buy) (granted 2/25/20)	$28.88							(5)	02/25/2030	Common Stock	121,000		121,000	D
Stock Option (right to buy) (granted 5/8/20)	$12.71							(5)	05/08/2030	Common Stock	80,000		80,000	D
Stock Option (right to buy) (granted 3/9/21)	$21.84							(5)	03/09/2031	Common Stock	137,300		137,300	D
Stock Option (right to buy) (granted 3/8/22)	$17.04							(5)	03/08/2032	Common Stock	152,000		152,000	D
Stock Option (right to buy) (granted 3/7/23)	$15.99							(5)	03/07/2033	Common Stock	172,300		172,300	D
Class B Common Stock	(6)							(7)	(8)	Common Stock	13,431		13,431	I	As trustee(9)
Class B Common Stock	(6)							(7)	(8)	Common Stock	10,786		10,786	I	As custodian(10)
Class B Common Stock	(6)							(7)	(8)	Common Stock	18,233		18,233	I	By spouse

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. As sole custodian of the Alexandra Marcus U/WI/UTMA.

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.

6. This security is convertible into common stock on a 1-for-1 basis at no cost.

7. This security is immediately exercisable.

8. No expiration date.

9. As trustee of the Gabriella Marcus Trust, the Daniella Marcus Trust and the Jessica Marcus Trust.

10. As sole custodian of the Alexandra Marcus U/WI/UTMA, the Michael Marcus U/WI/UTMA, and the Samantha Marcus U/WI/UTMA.

	/s/ Steven R. Barth, Attorney-in-Fact for Gregory S. Marcus	02/25/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Marcus Corp (MCS) CEO report on this Form 4?

Marcus Corp’s CEO Gregory S. Marcus reported using 7,555 common shares on February 23, 2026 to cover taxes from vesting restricted stock. This tax-withholding disposition returned shares for tax payment rather than being an open-market sale to third-party investors.

How many Marcus Corp (MCS) common shares does Gregory S. Marcus hold after the transaction?

After the February 23, 2026 tax-withholding transaction, Gregory S. Marcus directly holds 549,034 Marcus Corp common shares. The Form 4 also shows additional indirect holdings and stock options, but 549,034 reflects his reported direct common stock ownership balance following this event.

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

Transaction code F in this Form 4 represents payment of tax liability by delivering securities. Here, 7,555 shares were withheld from newly vested restricted stock granted February 23, 2026 to pay resulting tax amounts owed, instead of the CEO receiving all vested shares in stock.

What stock option positions for Marcus Corp (MCS) does the CEO report holding?

The Form 4 lists several Marcus Corp stock option grants with updated balances, including 40,000, 75,000, 70,200, 121,000, 80,000, 137,300 and 172,300 options. Footnotes describe vesting schedules, with some options becoming fully exercisable over two to five years from grant dates.

What indirect Marcus Corp (MCS) holdings are attributed to Gregory S. Marcus?

Indirect holdings include Class B common stock held as trustee of multiple family trusts and as custodian under UTMA arrangements, plus shares held by his spouse and in a 401(k) plan. Footnotes specify roles such as trustee or sole custodian for these Marcus Corp-related accounts.

Is the Marcus Corp (MCS) CEO’s Form 4 transaction a market sale of shares?

The reported transaction is a tax-withholding disposition, not a standard market sale. Shares were withheld from restricted stock vesting and delivered to cover tax liabilities, consistent with transaction code F, rather than being sold by the CEO into the open market for cash proceeds.