Form 4: Marcus Corp CEO Exchanges Common for Class B Stock
Insider Transaction Report
Gregory S. Marcus, President and CEO of The Marcus Corporation, reported an exchange of common stock for Class B common stock, effective September 15, 2025.
Summary
- Gregory S. Marcus, President and CEO, exchanged 5,846 shares of Common Stock for 5,846 shares of Class B Common Stock.
- The transaction is scheduled for September 15, 2025, and was reported under a Rule 10b5-1 plan.
- The Class B Common Stock is convertible into Common Stock on a 1-for-1 basis at no cost and has no expiration date.
- Following the transaction, Mr. Marcus will directly own 483,925 shares of Common Stock and 220,341 shares of Class B Common Stock.
- Indirect holdings include Common Stock via a 401(k) and as custodian, and Class B Common Stock as trustee, custodian, and by spouse.
- Mr. Marcus holds a total of 979,900 stock options with various grant dates and exercise prices, vesting over 2 to 5 years.
Sentiment
Score: 5
Explanation: The filing reports an internal reclassification of shares by an insider, which is a neutral event in terms of immediate financial performance or market sentiment. The economic interest is maintained.
Positives
- The exchange of Common Stock for Class B Common Stock maintains the economic interest of the President and CEO in the company, as Class B shares are 1-for-1 convertible to Common Stock at no cost.
- The transaction is planned under a Rule 10b5-1 plan, indicating a pre-arranged, non-discretionary transaction.
Negatives
- The filing does not specify the voting rights of Class B Common Stock, which could potentially alter the control structure if Class B shares carry superior voting rights.
Risks
- The filing does not explicitly mention any new risks; it is a report of an insider transaction.
Future Outlook
This Form 4 filing does not provide any forward-looking statements or guidance regarding the company's future performance or outlook.
Industry Context
This insider transaction report is specific to The Marcus Corporation and does not provide information for broader industry trend analysis or competitive positioning.
Related Party Transactions
- Gregory S. Marcus exchanged 5,846 shares of Common Stock for Class B Common Stock with Diane Marcus Gershowitz.
Stakeholder Impact
- Shareholders: The transaction represents an internal reclassification of shares by a key executive, maintaining his economic interest. Potential impact on voting power is not specified.
- Management: Gregory S. Marcus, as President and CEO, continues to hold significant equity in the company, including Class B shares which may imply control.
Key Dates
| Date | Description |
|---|---|
| 07/29/2014 | Grant date for 49,500 stock options with an exercise price of $18.34. |
| 07/28/2015 | Grant date for 44,100 stock options with an exercise price of $20.26. |
| 03/01/2016 | Grant date for 28,500 stock options with an exercise price of $18.68. |
| 02/28/2017 | Grant date for 40,000 stock options with an exercise price of $31.20. |
| 02/27/2018 | Grant date for 75,000 stock options with an exercise price of $27.00. |
| 02/26/2019 | Grant date for 70,200 stock options with an exercise price of $41.90. |
| 02/25/2020 | Grant date for 121,000 stock options with an exercise price of $28.88. |
| 05/08/2020 | Grant date for 80,000 stock options with an exercise price of $12.71. |
| 03/09/2021 | Grant date for 137,300 stock options with an exercise price of $21.84. |
| 03/08/2022 | Grant date for 152,000 stock options with an exercise price of $17.04. |
| 03/07/2023 | Grant date for 172,300 stock options with an exercise price of $15.99. |
| 09/15/2025 | Date of earliest transaction: Exchange of Common Stock for Class B Common Stock. |
| 09/18/2025 | Date the Statement of Changes in Beneficial Ownership was signed. |
Keywords
Marcus Corporation, MCS, Gregory S. Marcus, Insider Transaction, Form 4, Class B Common Stock, Stock Options, Beneficial Ownership, SEC Filing
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