MRKR Schedule 13D/A: Trustee Ownership Falls Below 5% to 4.96%

Rhea-AI Filing Summary

Amendment No. 2 to a Schedule 13D reports that John R. Wilson, as trustee of the John R. Wilson Revocable Trust U/A DTD 08/03/2017, now beneficially owns 641,801 shares of Marker Therapeutics, Inc. common stock, representing 4.96% of the 12,938,910 shares outstanding as of August 4, 2025. The filing states the decrease to below 5% resulted from sales summarized on Schedule A. The trustee has sole voting and dispositive power over the reported shares, the source of funds is identified as OO (other), and Mr. Wilson resigned from the Issuer’s board on January 24, 2025. The statement is signed by John R. Wilson as trustee on August 20, 2025.

Positive

• Clear disclosure of current beneficial ownership (641,801 shares) and precise percentage (4.96%)
• Maintained sole voting and dispositive power over the reported shares

Negative

• Reduction below 5% indicates divestment via sales (detailed on Schedule A) which may reduce influence
• No explanation in this amendment for the sales or intent, requiring reference to Exhibit A or prior amendment for context

Insights

Financial Analyst

TL;DR: Beneficial ownership fell below 5%, now 4.96% (641,801 shares); sales are documented on Schedule A.

The filing is a straightforward disclosure that the Reporting Person’s stake in MRKR dropped under the 5% reporting threshold. The key numeric facts are clear: 641,801 shares held and 12,938,910 shares outstanding used for the percentage calculation. The disclosure of sole voting and dispositive power means the trustee retains full control of this stake despite the reduction. No new purchases, control contests, or compensatory arrangements are disclosed here; the change is driven by sales detailed separately on Exhibit A.

Corporate Governance Expert

TL;DR: Trustee reduced position below 5% and previously resigned from the board; no contractual arrangements disclosed in this amendment.

The filing confirms John R. Wilson’s role as trustee and his prior board resignation on January 24, 2025. The amendment does not identify any ongoing agreements, concerted actor groups, or special arrangements affecting governance rights. Sole voting power is maintained for the reported shares, and no litigation or legal encumbrances are disclosed. The governance implication is limited: ownership fell below the 5% public ownership threshold, triggering this amendment to update prior disclosures.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Marker Therapeutics, Inc.

(Name of Issuer)

Common Stock, Par Value $0.001

(Title of Class of Securities)

57055L107

(CUSIP Number)

John R. Wilson
2100 Old Highway 8 NW,
St. Paul, MN, 55112
651-628-9259

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/19/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 57055L107

1

Name of reporting person

John R. Wilson TTE, John R. Wilson Revocable Trust U/A DTD 08/03/2017

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 641,801.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 641,801.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

641,801.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.96 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

*Such percentage was calculated based upon an aggregate of 12,938,910 Issuer shares of common stock outstanding as of August 4, 2025 as represented by the Issuer's Report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2025.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, Par Value $0.001
(b)	Name of Issuer: Marker Therapeutics, Inc.
(c)	Address of Issuer's Principal Executive Offices: 2450 HOLCOMBE BLVD, TMC PARTNERS OFFICE 1.311, HOUSTON, TEXAS , 77021.
Item 1 Comment: This Statement on Schedule 13D (this "Schedule") relates to the common stock, par value $0.001 per share ("Common Stock"), of Marker Therapeutics, Inc., a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 2450 Holcombe Blvd, Suite BCM-A, MS: BCM251 Houston, Texas. This Amendment No. 2 is being filed to report that the beneficial ownership of Common Stock by the Reporting Person has decreased to less than 5% as a result of the sales reported on Schedule A.
Item 2.	Identity and Background
(a)	This Schedule is being filed by John R. Wilson TTE, John R. Wilson Revocable Trust U/A DTD 08/03/2017 (the "Trust").
(b)	The Reporting Person's business address is 2100 Old Highway 8 NW, St. Paul, MN 55112.
(c)	The Reporting Person is a trust.
(d)	The Reporting Person has not been convicted in a criminal proceeding in the last five years (excluding traffic violations or similar misdemeanors).
(e)	The Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	The Reporting Person is the trustee of the revocable trust which holds the Common Stock.
Item 3.	Source and Amount of Funds or Other Consideration
	The information set forth in Item 3 of Amendment No. 1 is incorporated herein by reference.
Item 4.	Purpose of Transaction
	The information set forth in Item 4 of Amendment No. 1 is incorporated herein by reference.
Item 5.	Interest in Securities of the Issuer
(a)	On the date hereof, the Reporting Person beneficially owns 641,801 shares of Common Stock, which comprises 4.96% of the Common Stock of the Issuer. As of, August 4, 2025, there were 12,938,910 shares of Common Stock of the Issuer issued and outstanding as represented by the Issuer's Report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2025.
(b)	The Reporting Person has the sole power to vote the shares beneficially owned.
(c)	The transactions effected during the past 60 days by the Reporting Person are set forth on Exhibit A, attached hereto.
(d)	Only the Reporting Person has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock reported by this statement.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	John R. Wilson resigned from the Issuer's Board of Directors on January 24, 2025.
Item 7.	Material to be Filed as Exhibits.
	1. Schedule A dated as of August 19, 2025.

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.

John R. Wilson TTE, John R. Wilson Revocable Trust U/A DTD 08/03/2017

Signature:	/s/ John R. Wilson
Name/Title:	John R. Wilson/Trustee
Date:	08/20/2025

FAQ

How many Marker Therapeutics (MRKR) shares does John R. Wilson’s trust now own?

The trust beneficially owns 641,801 shares, representing 4.96% of MRKR common stock.

What caused the change in reported ownership percentage in this Schedule 13D/A?

The filing states the beneficial ownership decreased to below 5% as a result of sales reported on Exhibit A (Schedule A) to this amendment.

Does the trustee retain voting control over the MRKR shares?

Yes. The filing states the Reporting Person has sole voting power and sole dispositive power over the shares.

When did John R. Wilson resign from the Issuer’s board?

John R. Wilson resigned from the Issuer’s Board of Directors on January 24, 2025.

What outstanding share count was used to calculate the 4.96% figure?

The percentage was calculated using 12,938,910 shares outstanding as of August 4, 2025, per the Issuer’s report filed August 14, 2025.