MARCUS CORP·4/A

May 27, 5:01 PM ET

GERSHOWITZ DIANE M 4/A

4/A · MARCUS CORP · Filed May 27, 2026

Research Summary

AI-generated summary of this filing

Updated

Marcus Corp (MCS) Director Diane M. Gershowitz Receives Award

What Happened
Diane M. Gershowitz, a director and reported 10% owner, was granted 1,391 shares (Class B) of The Marcus Corporation on 2026-05-21 at a reported per-share value of $17.97, totaling $24,996. The grant was made as compensation for her service as a director under The Marcus Corporation 2004 Equity and Incentive Awards Plan. This was an award/grant (code A) — not an open-market purchase or sale.

Key Details

  • Transaction date: 2026-05-21; Price/value per share reported: $17.97; Total value: $24,996.
  • Filing: Amended Form 4 filed 2026-05-27 to correct previously reported underlying securities (reported in dollars previously; now reported in shares).
  • Security specifics: Class B Common Stock convertible into Common Stock 1-for-1 at no cost (Class B carries 10 votes per share vs. 1 vote for Common). The security is immediately exercisable and has no expiration (per footnotes).
  • Grant authority: Issued by the company pursuant to the 2004 Equity and Incentive Awards Plan and granted in consideration of director service.
  • Ownership reporting: The filing identifies Gershowitz as a 10% owner; the filing excerpt provided does not state total shares owned after the transaction.
  • Trust/trustee notes: Some holdings are reported in connection with a revocable trust and as trustee for brother’s children (per footnotes).

Context
This was a director compensation award, which is routine for board service and not the same as a director buying or selling shares in the market. Because the shares are Class B and convertible 1-for-1, the grant increases her voting stake (Class B = 10 votes per share) while conversion preserves one-for-one economic exposure to common shares. The filing was amended shortly after the transaction to correct how the underlying securities were reported.

Insider Transaction Report

Form 4/AAmended
Period: 2026-05-21
GERSHOWITZ DIANE M
Director10% Owner
Transactions
  • Award

    Common Stock

    [F1]
    2026-05-21$17.97/sh+1,391$24,99637,429 total
Holdings
  • Common Stock

    (indirect: By LLC)
    175,617.223
  • Stock Option (Right to Buy)

    [F2]
    Exercise: $31.55From: 2016-12-29Exp: 2026-12-29Common Stock (1,000 underlying)
    1,000
  • Stock Option (Right to Buy)

    [F2]
    Exercise: $27.20From: 2017-12-28Exp: 2027-12-28Common Stock (1,000 underlying)
    1,000
  • Stock Option (Right to Buy)

    [F2]
    Exercise: $38.51From: 2018-12-27Exp: 2027-12-27Common Stock (1,000 underlying)
    1,000
  • Stock Option (Right to Buy)

    [F2]
    Exercise: $32.60From: 2019-12-26Exp: 2029-12-26Common Stock (1,000 underlying)
    1,000
  • Stock Option (Right to Buy)

    [F2]
    Exercise: $17.95From: 2021-12-30Exp: 2031-12-30Common Stock (750 underlying)
    750
  • Stock Option (Right to Buy)

    [F2][F3]
    Exercise: $14.25From: 2022-12-28Exp: 2032-12-29Common Stock (1,438 underlying)
    1,438
  • Stock Option (Right to Buy)

    [F2]
    Exercise: $14.69From: 2023-12-28Exp: 2033-12-28Common Stock (1,455 underlying)
    1,455
  • Class B Common Stock

    [F4][F5][F6]
    Common Stock (25 underlying)
    25
  • Class B Common Stock

    [F4][F5][F6]
    (indirect: By LLC)
    Common Stock (1,881,677 underlying)
    1,881,677
  • Class B Common Stock

    [F4][F5][F6][F7]
    (indirect: By Trust)
    Common Stock (131,506 underlying)
    131,506
  • Class B Common Stock

    [F4][F5][F6][F8]
    (indirect: By Trust)
    Common Stock (50,845 underlying)
    50,845
Footnotes (8)
  • [F1]Granted by Issuer in consideration of service as a director.
  • [F2]Granted pursuant to The Marcus Corporation 2004 Equity and Incentive Awards Plan.
  • [F3]Amending solely to correct previously reported Underlying Securities reported in dollars to be reported in shares.
  • [F4]This security is convertible into common stock on a 1-for-1 basis at no cost and Class B Common Stock is entitled to 10 votes per share and Common Stock is entitled to one vote per share.
  • [F5]This security is immediately exercisable.
  • [F6]No expiration date.
  • [F7]As trustee for brother's children.
  • [F8]By the Ben and Celia Marcus 1992 Revocable Trust F/B/O Diane M. Gershowitz.
Signature
/s/ Steven R. Barth, Attorney-in-Fact for Diane M. Gershowitz|2026-05-27

Documents

1 file
  • 4
    form4a.xml

    FORM 4/A