Marcus Corp Executive Exits 401(k) Position While Retaining 35,000+ Direct Shares

Rhea-AI Filing Summary

Mark A. Gramz, President of Marcus Theatres Corp, has reported significant insider trading activity at The Marcus Corporation (NYSE: MCS). On May 15, 2025, Gramz disposed of 5,138.89 shares at an average price of $8.33 per share through his 401(k) Plan.

Following the transaction, Gramz maintains 35,761 shares in direct ownership. Additionally, he holds substantial stock options representing the right to purchase Marcus Corp common stock:

• A total of 57,190 stock options with exercise prices ranging from $12.71 to $41.90
• Expiration dates spanning from July 2024 through March 2033
• Various vesting schedules: older grants vest over 5 years (40%-60%-80%-100%), newer grants vest over 4 years (50%-75%-100%)

This transaction represents a complete liquidation of Gramz's indirect holdings through the 401(k) Plan, while maintaining significant direct equity and option positions in the company.

Positive

• None.

Negative

• President of Marcus Theatres Corp sold entire 401(k) position of 5,138 shares at $8.33 per share, indicating potential lack of confidence in company's near-term prospects

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
Estimated average burden
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^*

Gramz Mark A

(Last) (First) (Middle)

THE MARCUS CORPORATION

111 E KILBOURN AVENUE, SUITE 1200

(Street)

MILWAUKEE WI 53202-4125

(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)
	Pres., Marcus Theatres Corp*

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2025

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	05/15/2025		S		5,138.8942	D	$8.3297	0	I	By 401(k) Plan
Common Stock								35,761	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)	$18.34							(1)	07/29/2024	Common Stock	700		700	D
Stock Option (Right to Buy)	$20.26							(1)	07/28/2025	Common Stock	3,500		3,500	D
Stock Option (Right to Buy)	$18.68							(1)	02/28/2026	Common Stock	2,040		2,040	D
Stock Option (Right to Buy)	$31.2							(1)	02/28/2027	Common Stock	3,500		3,500	D
Stock Option (Right to Buy)	$27							(2)	02/27/2028	Common Stock	3,500		3,500	D
Stock Option (Right to Buy)	$41.9							(2)	02/26/2029	Common Stock	3,500		3,500	D
Stock Option (Right to Buy)	$28.88							(2)	02/25/2030	Common Stock	3,500		3,500	D
Stock Option (Right to Buy)	$12.71							(2)	05/08/2030	Common Stock	1,750		1,750	D
Stock Option (Right to Buy)	$21.84							(2)	03/09/2031	Common Stock	4,200		4,200	D
Stock Option (Right to Buy)	$17.04							(2)	03/08/2032	Common Stock	3,500		3,500	D
Stock Option (Right to Buy)	$15.99							(2)	03/07/2033	Common Stock	27,500		27,500	D

Explanation of Responses:

1. The options originally granted vest as follows: 40% after 2nd anniversary of the date of grant; 60% after 3rd anniversary; 80% after 4th anniversary; and 100% after 5 years.

2. The options originally granted vest 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 Mark A. Gramz	06/24/2025
	** 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

How many MCS shares did Mark Gramz sell on May 15, 2025?

Mark Gramz sold 5,138.8942 shares of MCS common stock at a price of $8.3297 per share on May 15, 2025. This transaction was executed through his 401(k) Plan.

What is Mark Gramz's current position at Marcus Corporation (MCS)?

Mark Gramz serves as the President of Marcus Theatres Corporation, a division of The Marcus Corporation (MCS), as indicated in the Form 4 filing.

How many stock options does Mark Gramz hold in MCS?

Mark Gramz holds a total of 57,190 stock options in MCS with various exercise prices ranging from $12.71 to $41.90 and expiration dates from July 2024 through March 2033.

What is the vesting schedule for Mark Gramz's recent MCS stock options?

For recent grants (noted as explanation 2), the options vest as follows: 50% after the 2nd anniversary of the grant date, 75% after the 3rd anniversary, and 100% after 4 years.

How many direct shares of MCS does Mark Gramz own after the reported transaction?

Following the reported transaction, Mark Gramz directly owns 35,761 shares of MCS common stock.