[SCHEDULE 13G/A] MARCUS CORP Amended Passive Investment Disclosure
Marcus Corp investors report 9.2% ownership stake
Orbis Investment Management Limited and Allan Gray Australia Pty Ltd report beneficial ownership of 2,189,129 shares of Marcus Corp common stock, representing 9.2% of the class.
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Orbis Investment Management Limited and Allan Gray Australia Pty Ltd report beneficial ownership of 2,189,129 shares of Marcus Corp common stock, representing 9.2% of the class. Orbis holds 2,164,636 shares and Allan Gray Australia holds 24,493 shares, each with sole voting and dispositive power over its respective holdings.
The two firms file together as non‑U.S. institutions equivalent to investment advisers but state that no reporting person is a member of a group for Section 13(d)(3) purposes and each disclaims beneficial ownership of shares held by the other.
Key Figures
Total beneficial ownership:2,189,129 sharesPercent of class:9.2%Orbis sole voting power:2,164,636 shares+2 more
5 metrics
Total beneficial ownership2,189,129 sharesAggregate Marcus Corp common shares beneficially owned by the reporting persons
Percent of class9.2%Portion of Marcus Corp common stock beneficially owned by the reporting persons
Orbis sole voting power2,164,636 sharesShares of Marcus Corp over which Orbis has sole voting and dispositive power
Allan Gray Australia sole voting power24,493 sharesShares of Marcus Corp over which Allan Gray Australia has sole voting and dispositive power
CUSIP566330106CUSIP for Marcus Corp common stock reported in the ownership filing
Key Terms
beneficial ownership, sole voting power, sole dispositive power, Non-U.S. Institution (FI), +1 more
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
sole voting powerfinancial
"Sole Voting Power 2,164,636.00 6 | Shared Voting Power 0.00"
Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.
sole dispositive powerfinancial
"Sole Dispositive Power 2,164,636.00 8 | Shared Dispositive Power 0.00"
Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.
Non-U.S. Institution (FI)regulatory
"classified as a Non-U.S. Institution (FI) that is equivalent to an Investment Adviser (IA)"
Schedule 13Dregulatory
"information that would otherwise be disclosed in a Schedule 13D"
A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What percentage of Marcus Corp (MCS) is owned by the reporting investors?
Orbis Investment Management Limited and Allan Gray Australia Pty Ltd report beneficial ownership of 9.2% of Marcus Corp common stock, equal to 2,189,129 shares in total, according to their Schedule 13G/A Amendment No. 5 filing.
How many Marcus Corp (MCS) shares does Orbis Investment Management Limited hold?
Orbis Investment Management Limited reports beneficial ownership of 2,164,636 Marcus Corp common shares, with sole voting and sole dispositive power over all of these shares and no shared voting or dispositive authority.
How many Marcus Corp (MCS) shares does Allan Gray Australia Pty Ltd hold?
Allan Gray Australia Pty Ltd reports beneficial ownership of 24,493 Marcus Corp common shares, with sole voting and sole dispositive power over these shares and no shared voting or dispositive authority.
Do Orbis and Allan Gray Australia file as a group for Marcus Corp (MCS)?
They file together but state that none of the reporting persons is a member of a group for Section 13(d)(3) purposes, and each disclaims beneficial ownership of shares beneficially owned by the other reporting person.
What is the nature of Orbis and Allan Gray Australia's control over Marcus Corp (MCS) shares?
Each firm reports sole power to vote and sole power to dispose of its respective Marcus Corp shares, with 0 shared voting or dispositive power, indicating independent control over the reported holdings.
Who can receive dividends or sale proceeds from the Marcus Corp (MCS) shares held by Orbis and Allan Gray Australia?
Other persons have rights to receive dividends and sale proceeds linked to shares beneficially owned by Orbis, and another person has similar rights for shares beneficially owned by Allan Gray Australia, as described in the ownership disclosure.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
Marcus Corp
(Name of Issuer)
Common Stock
(Title of Class of Securities)
566330106
(CUSIP Number)
06/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
566330106
1
Names of Reporting Persons
Orbis Investment Management Limited
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
BERMUDA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
2,164,636.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
2,164,636.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,164,636.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.1 %
12
Type of Reporting Person (See Instructions)
FI
SCHEDULE 13G
CUSIP Number(s):
566330106
1
Names of Reporting Persons
Allan Gray Australia Pty Ltd
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
AUSTRALIA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
24,493.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
24,493.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
24,493.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.1 %
12
Type of Reporting Person (See Instructions)
FI
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Marcus Corp
(b)
Address of issuer's principal executive offices:
111 EAST KILBOURN AVENUE, SUITE 1200, MILWAUKEE, WISCONSIN
53202
Item 2.
(a)
Name of person filing:
Orbis Investment Management Limited
Allan Gray Australia Pty Ltd
(b)
Address or principal business office or, if none, residence:
Orbis Investment Management Limited
25 Front Street
Hamilton HM11, Bermuda
Allan Gray Australia Pty Ltd
Level 2, Challis House, 4 Martin Place
Sydney NSW2000, Australia
(c)
Citizenship:
Orbis Investment Management Limited - BERMUDA
Allan Gray Australia Pty Ltd - AUSTRALIA
(d)
Title of class of securities:
Common Stock
(e)
CUSIP No.:
566330106
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Equivalent to IA.
Item 4.
Ownership
(a)
Amount beneficially owned:
2,189,129
(b)
Percent of class:
9.2 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Orbis Investment Management Limited - 2,164,636
Allan Gray Australia Pty Ltd - 24,493
(ii) Shared power to vote or to direct the vote:
Orbis Investment Management Limited - 0
Allan Gray Australia Pty Ltd - 0
(iii) Sole power to dispose or to direct the disposition of:
Orbis Investment Management Limited - 2,164,636
Allan Gray Australia Pty Ltd - 24,493
(iv) Shared power to dispose or to direct the disposition of:
Orbis Investment Management Limited - 0
Allan Gray Australia Pty Ltd - 0
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Other persons have the right to receive dividends from, the power to direct the receipt of dividends from, or the right to receive the proceeds from the sale of, the securities of the issuer identified in Item 4(a) that are beneficially owned by Orbis Investment Management Limited.
Another person has the right to receive dividends from, the power to direct the receipt of dividends from, or the right to receive the proceeds from the sale of, the securities of the issuer identified in Item 4(a) that are beneficially owned by Allan Gray Australia Pty Ltd.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
Information with respect to each of Orbis Investment Management Limited and Allan Gray Australia Pty Ltd (collectively, the "Reporting Persons") is given solely by each such Reporting Person and no Reporting Person has responsibility for the accuracy or completeness of information supplied by any other Reporting Person. Orbis Investment Management Limited and Allan Gray Australia Pty Ltd are classified as a Non-U.S. Institution (FI) that is equivalent to an Investment Adviser (IA). Notwithstanding that the Reporting Persons are making this filing together, none of the Reporting Persons represents that it is a member of a group for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended. Each Reporting Person disclaims beneficial ownership of any shares beneficially owned by any other Reporting Person as specified in Item 4(a).
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to Orbis Investment Management Limited and Allan Gray Australia Pty Ltd is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
