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Marcus Corp (NYSE: MCS) Amendment: Beneficial Owner Reports 9.06% Stake

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13G/A

Rhea-AI Filing Summary

The Marcus Corporation filed Amendment No. 50 to a Schedule 13G/A reporting revised beneficial ownership for Diane M. Gershowitz and related entities. The filing states Ms. Gershowitz beneficially owns 2,151,820 shares (reported as 9.06% of the class) as of 4/6/2026. It attributes 2,057,294 shares (8.66%) to DG-LDJ Holdings, L.L.C. and the DG 2008 Trust, reflecting ownership primarily through Class B Common Stock that is convertible on a share-for-share basis. The amendment corrects a prior report and clarifies that 131,506 shares previously listed as beneficially owned by Ms. Gershowitz are not beneficially owned by her.

Positive

  • None.

Negative

  • None.

Insights

Amendment clarifies beneficial ownership structure and corrects a prior misreporting.

The filing updates the beneficial ownership totals for Diane M. Gershowitz and related entities, showing 2,151,820 shares (9.06%) for Ms. Gershowitz and 2,057,294 shares (8.66%) held by DG-LDJ/Trust as of 4/6/2026. It attributes most holdings to convertible Class B Common Stock, which the filing says is convertible on a share-for-share basis.

This is an ownership disclosure correction rather than a transaction; governance implications are limited to transparency and record accuracy. Subsequent filings or company disclosures would show any change in voting or disposition rights if conversions or transfers occur.

Holders report substantial convertible shareholdings concentrated in a single LLC and trust.

The filing lists 1,881,677 shares of Class B Common Stock held by DG-LDJ and additional Class B holdings in a revocable trust, producing the reported percentages assuming conversion. The disclosure notes 7,643 option shares and 36,038 shares held individually by Ms. Gershowitz.

Cash-flow treatment is not stated; the document corrects prior reporting and does not announce market activity. Future conversions or dispositions would change public ownership figures and require new disclosures.

Gershowitz beneficial ownership 2,151,820 shares as of 4/6/2026
Gershowitz percent of class 9.06% assumes conversion of Class B Common Stock
DG-LDJ holdings 2,057,294 shares DG-LDJ Holdings, L.L.C.; reported beneficial ownership
DG-LDJ percent of class 8.66% assumes conversion of Class B Common Stock
Class B shares held by DG-LDJ 1,881,677 shares Class B Common Stock held by DG-LDJ (convertible)
Individual common shares 36,038 shares held individually by Ms. Gershowitz
Option shares 7,643 shares right to acquire upon exercise
Schedule 13G/A regulatory
"Amendment No. 50 to a Schedule 13G/A reporting beneficial ownership"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
Class B Common Stock financial
"Class B Common Stock, which are convertible at any time into Common Stock"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
Beneficial ownership regulatory
"Amount beneficially owned: Ms. Gershowitz: 2,151,820"
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.





566330106

(CUSIP Number)
03/31/2026

(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




Comment for Type of Reporting Person: (1) Includes 2,057,294 shares beneficially owned by DG-LDJ Holdings, L.L.C. Ms. Gershowitz, DG 2008 Trust u/a/d December 31, 2010, a trust that she established by Ms. Gershowitz's spouse, hold 100% of the membership units of DG-LDJ Holdings, L.L.C. (2) This Amendment No. 50 to Schedule 13G is being filed to correct the amount of securities previously reported. The Original Schedule 13G (filed May 15, 2025) included 131,506 shares held by trust where Ms. Gershowitz serves as Trustee. Ms. Gershowitz does not beneficially own those shares. The amounts reported herein reflect the Reporting Person's beneficial ownership as of 4/6/2026.


SCHEDULE 13G





SCHEDULE 13G





SCHEDULE 13G



GERSHOWITZ DIANE M
Signature:/s/ Diane M. Gershowitz
Name/Title:GERSHOWITZ DIANE M
Date:04/08/2026
DG-LDJ Holdings, L.L.C.
Signature:/s/ Diane M. Gershowitz
Name/Title:DG-LDJ Holdings, L.L.C.
Date:04/08/2026
DG 2008 Trust u/a/d December 31, 2010
Signature:/s/ Thomas W. Richardson
Name/Title:DG 2008 Trust u/a/d December 31, 2010
Date:04/08/2026

FAQ

What stake does Diane M. Gershowitz report in MARCUS CORP (MCS)?

Ms. Gershowitz reports beneficial ownership of 2,151,820 shares, equal to 9.06% of the class, calculated assuming conversion of Class B Common Stock. The ownership figure is stated as of 4/6/2026 in Amendment No. 50.

How many shares does DG-LDJ Holdings and the DG 2008 Trust hold in MCS?

DG-LDJ Holdings, L.L.C. and the DG 2008 Trust are each reported as beneficially owning 2,057,294 shares, equal to 8.66% of the class, according to the amendment filed with the SEC.

Why was Amendment No. 50 filed for the MCS Schedule 13G/A?

The amendment corrects prior reporting by removing 131,506 shares that were incorrectly shown as beneficially owned by Ms. Gershowitz; the filing states the corrected ownership amounts reflect holdings as of 4/6/2026.

Do the reported holdings include convertible shares for MARCUS CORP?

Yes. The filing explains much of the reported beneficial ownership arises from Class B Common Stock that is convertible on a share-for-share basis; the percent figures assume full conversion of those Class B shares.

Are there any immediate transactions or sales disclosed in this filing?

No. Amendment No. 50 is a disclosure correction of beneficial ownership totals and does not report any open-market purchases or sales or state cash-flow recipients or counterparties.