SEC Form 4
FORM 4UNITED 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*
Marcus Gregory S

(Last)(First)(Middle)
THE MARCUS CORPORATION
111 EAST KILBOURN AVENUE, SUITE 1200

(Street)
MILWAUKEE WISCONSIN 53202

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
MARCUS CORP [ MCS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
President and CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/07/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock515,119D
Common Stock75IAs custodian(1)
Common Stock7,384(2)IBy 401(k)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Common Stock(3)08/07/2026G1,249 (4) (5)Common Stock1,249$047,013IBy spouse
Stock Option (right to buy) (granted 2/28/17)$31.2 (6)02/28/2027Common Stock40,00040,000D
Stock Option (right to buy) (granted 2/27/18)$27 (7)02/27/2028Common Stock75,00075,000D
Stock Option (right to buy) (granted 2/26/19)$41.9 (7)02/26/2029Common Stock70,20070,200D
Stock Option (right to buy) (granted 2/25/20)$28.88 (7)02/25/2030Common Stock121,000121,000D
Stock Option (right to buy) (granted 5/8/20)$12.71 (7)05/08/2030Common Stock80,00080,000D
Stock Option (right to buy) (granted 3/9/21)$21.84 (7)03/09/2031Common Stock137,300137,300D
Stock Option (right to buy) (granted 3/8/22)$17.04 (7)03/08/2032Common Stock152,000152,000D
Stock Option (right to buy) (granted 3/7/23)$15.99 (7)03/07/2033Common Stock172,300172,300D
Class B Common Stock(3) (4) (5)Common Stock764,137764,137D
Class B Common Stock(3) (4) (5)Common Stock307,543307,543IAs trustee(8)
Class B Common Stock(3) (4) (5)Common Stock31,67931,679IAs custodian(9)
Class B Common Stock(3) (4) (5)Common Stock509,881509,881IBy LLCs(10)
Explanation of Responses:
1. As sole custodian of the Alexandra Marcus U/WI/UTMA.
2. Balance reflects the most current data available with regard to the reporting person's holdings in the 401(k) Plan.
3. This security is convertible into common stock on a 1-for-1 basis at no cost.
4. This security is immediately exercisable.
5. No expiration date.
6. The options originally granted vest and become exercisable as follows: 40% after 2nd anniversary of the date of grant; 60% after 3rd anniversary; 80% after 4th anniversary; and 100% after 5 years.
7. The options originally granted vest and become exercisable as follows: 50% after 2nd anniversary of the date of grant; 75% after 3rd anniversary; and 100% after 4 years.
8. As trustee of the Gabriella Marcus Trust, the Daniella Marcus Trust and the Jessica Marcus Trust.
9. As sole custodian of the Alexandra Marcus U/WI/UTMA, the Michael Marcus U/WI/UTMA, and the Samantha Marcus U/WI/UTMA.
10. Shares held by Matinee Fifteen Holdings, LLC and Matinee Fifteen Holdings 2 LLC.
/s/ Garrett F. Bishop, Attorney-in-Fact for Gregory S. Marcus08/11/2026
** Signature of Reporting PersonDate
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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)