Marcus (NYSE: MCS) CEO granted 92,640 restricted shares in equity award

Rhea-AI Filing Summary

Marcus Gregory S reported acquisition or exercise transactions in this Form 4 filing.

The Marcus Corporation President and CEO Gregory S. Marcus reported receiving a grant of 92,640 shares of common stock on February 11, 2026 as an award at $0 per share. After this grant, he directly owns 576,565 common shares.

The restricted stock granted on February 11, 2026 vests over time, with 50% vesting after the second anniversary of the grant date and 100% after the third anniversary. The filing also lists existing stock options and indirect holdings in various custodial and trust accounts, which are reported as holdings rather than new transactions.

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)
02/11/2026

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	02/11/2026		A(1)		92,640	A	$0	576,565	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. Restricted stock granted February 11, 2026 vests and becomes exercisable as follows: 50% after 2nd anniversary of date of grant and 100% after 3rd anniversary of date of grant.

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	02/13/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did MCS CEO Gregory S. Marcus report?

Gregory S. Marcus reported receiving 92,640 shares of The Marcus Corporation common stock as an award at $0 per share. This is a non-cash equity grant, increasing his direct beneficial ownership to 576,565 common shares according to the Section 16 Form 4 filing.

How do the new restricted shares for MCS CEO vest over time?

The 92,640 restricted shares granted to the MCS CEO vest in stages. According to the filing, 50% vest after the second anniversary of the February 11, 2026 grant date, and 100% vest after the third anniversary, creating a multi-year retention and incentive structure.

What is Gregory S. Marcus’s direct common stock ownership in MCS after the grant?

Following the February 11, 2026 restricted stock grant, Gregory S. Marcus beneficially owns 576,565 shares of The Marcus Corporation common stock directly. This figure is reported in the Form 4 as his total direct holdings after the award transaction was recorded.

Does the MCS Form 4 show any insider stock sales by Gregory S. Marcus?

The Form 4 reports an acquisition of 92,640 restricted shares by Gregory S. Marcus and does not list any sales transactions. Other line items describe existing stock options and indirect holdings, which are reported as positions rather than new buy or sell activities.

What other equity holdings for Gregory S. Marcus are disclosed in the MCS filing?

Beyond directly held common stock, the filing lists multiple stock option awards with various exercise prices and expiration dates, plus indirect Class B common stock and common stock positions held as trustee, as custodian, by a 401(k) plan, and by his spouse.