The filing discloses that Orbis Investment Management Limited and Allan Gray Australia Pty Ltd beneficially own a combined 1,375,121 shares of Marcus Corp, representing 5.7% of the outstanding common stock. Orbis holds 1,359,019 shares and Allan Gray holds 16,102, with each reporting sole voting and sole dispositive power over their respective holdings.
Both reporting persons are classified as non-U.S. institutions equivalent to investment advisers and state the securities are held in the ordinary course of business and not for the purpose of changing or influencing control. Each reporting person disclaims beneficial ownership of the other’s shares.
Positive
Combined beneficial ownership of 1,375,121 shares (5.7% of the class)
Orbis holds 1,359,019 shares and Allan Gray holds 16,102 shares with sole voting and sole dispositive power
Reporting persons classify themselves as non-U.S. institutions equivalent to investment advisers and state holdings are held in the ordinary course of business
Negative
None.
Insights
TL;DR: Combined 5.7% position disclosed; holdings presented as passive and held in the ordinary course.
The report shows a material passive stake above the 5% threshold, with Orbis holding the vast majority of the position (1,359,019 shares) and Allan Gray a very small residual position (16,102 shares). Both report sole voting and dispositive power over their own holdings and explicitly state the shares are not held to influence control. For investors this is a routine beneficial-ownership disclosure rather than an active governance move.
TL;DR: No group status and no shared voting power; disclosure reduces signs of coordinated control intent.
The filing clarifies that although the two entities file together, they do not claim to be a group and each disclaims ownership of the other’s shares. The absence of shared voting or dispositive power and the certification that holdings are in the ordinary course of business are consistent with passive ownership. This reduces immediate governance implications but warrants monitoring if positions change.
FAQ
How many Marcus Corp (MCS) shares do Orbis and Allan Gray report beneficially owning?
They report a combined 1,375,121 shares; Orbis 1,359,019 shares; Allan Gray 16,102 shares.
What percentage of Marcus Corp (MCS) does the filing represent?
The combined holdings represent 5.7% of the class. The filing shows Orbis at 5.6% and Allan Gray at 0.1%.
Do the reporting persons have shared voting or dispositive power over the shares?
No. The filing reports sole voting and sole dispositive power for each reporting person and 0 shared voting/dispositive power.
Are Orbis and Allan Gray filing as a group for Marcus Corp (MCS)?
No. The filing states they are filing together but do not represent they are a group and each disclaims beneficial ownership of the other's shares.
Were the securities acquired to change or influence control of Marcus Corp (MCS)?
The reporting persons certify the securities are held in the ordinary course of business and were not acquired to change or influence control.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Marcus Corp
(Name of Issuer)
Common Stock
(Title of Class of Securities)
566330106
(CUSIP Number)
06/30/2025
(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)
SCHEDULE 13G
CUSIP No.
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
1,359,019.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,359,019.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,359,019.00
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)
5.6 %
12
Type of Reporting Person (See Instructions)
FI
SCHEDULE 13G
CUSIP No.
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
16,102.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
16,102.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
16,102.00
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:
1,375,121
(b)
Percent of class:
5.7 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Orbis Investment Management Limited - 1,359,019
Allan Gray Australia Pty Ltd - 16,102
(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 - 1,359,019
Allan Gray Australia Pty Ltd - 16,102
(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.
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.
