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MARCUS CORP

For the period ended Dec 31, 2025. Filed Feb 27, 2026.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 27, 2026

MCS$27.20+0.8%Stored close · as of Nov 10, 2026

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Item 8. Financial Statements

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control – Integrated Framework (2013), our management concluded that our internal control over financial reporting was effective as of December 31, 2025. The Company’s auditors, Deloitte & Touche LLP, have issued an attestation report on our internal control over financial reporting. That attestation report is set forth in this Item 8.

Gregory S. MarcusChad M. Paris
President and Chief Executive OfficerChief Financial Officer and Treasurer

To the shareholders and the Board of Directors of The Marcus Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of The Marcus Corporation and subsidiaries (the "Company") as of December 31, 2025 and December 26, 2024, the related consolidated statements of operations, comprehensive income (loss), shareholders' equity and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and December 26, 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 26, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Long-Lived Assets – Theatres segment property and equipment, net and operating lease right-of-use assets – Refer to Note 1 and Note 3 to the financial statements.

Critical Audit Matter Description

The Company assesses long-lived assets, including property and equipment, net, and operating lease right-of-use assets for impairment at the individual theatre or surplus real estate property level whenever events or changes in circumstances indicate the carrying amount of an asset group may not be recoverable. During the year ended December 31, 2025, the Company recorded an impairment loss of $5.2 million.

In assessing the Theatres segment property and equipment, net, and operating lease right-of-use assets for indicators of potential impairment, the Company considered quantitative and qualitative factors, including evaluating the historical actual operating performance of the properties and assessing the impact of recent economic and industry events impacting the properties. Evaluating whether these quantitative and qualitative factors represented an indicator of potential impairment required significant judgment by management.

When indicators of impairment were present, the Company determined if the individual theatre, or surplus real estate properties were recoverable by assessing whether the sum of the estimated undiscounted future cash flows attributable to such assets was less than their carrying amounts. In instances where the estimated undiscounted future cash flows attributable to these assets were less than the carrying amounts, the Company determined the fair value of the individual theatre, or surplus real estate properties and recorded an impairment loss based on the excess of the carrying amount over the fair value. The most significant assumption inherent in these recoverability and impairment analyses was the forecasted future cash flows (primarily driven by revenue growth rates for theatre properties and estimated sales prices for surplus real estate properties).

We identified the assessment and evaluation of impairment for the Theatres segment property and equipment, net, and operating lease right-of-use assets as a critical audit matter because of the subjectivity used by management when identifying and evaluating potential impairment indicators, and when estimating forecasted future cash flows in their recoverability and impairment analyses. A high degree of auditor judgment was required when performing audit procedures to evaluate whether management appropriately identified and evaluated potential impairment indicators, and when evaluating the reasonableness of management’s forecasted future cash flows that were used in their recoverability and impairment analyses.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to management’s assessment and evaluation of impairment for the Theatres segment property and equipment, net and operating lease right-of-use assets included the following, among others:

We tested the effectiveness of internal controls over the Company’s assessment and evaluation of potential impairment for long-lived assets and over forecasted future cash flows that were used in their recoverability and impairment analyses.

We evaluated the reasonableness of the information in the Company’s impairment indicators analyses, and the corresponding forecasted future cash flows used in their recoverability and impairment analyses, by comparing the forecasts to (1) historical actual information, (2) internal communications between management and the Board of Directors and (3) forecasted information included in analyst and industry reports for the Company.

For surplus real estate properties, we evaluated the reasonableness of the Company’s forecasted cash flows resulting from planned sale of assets by (1) obtaining sales agreements executed after December 31, 2025, where applicable, (2) obtaining negotiated letters of intent to purchase, where applicable, and (3) comparing the Company’s estimates to relevant real estate market data.

We evaluated the Company’s forecasted future cash flows for consistency with evidence obtained in other areas of the audit.

/s/ Deloitte & Touche LLP

Milwaukee, Wisconsin

February 26, 2026

We have served as the Company's auditor since 2008.

To the shareholders and the Board of Directors of The Marcus Corporation

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of The Marcus Corporation and subsidiaries (the “Company”) as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated February 26, 2026, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/Deloitte & Touche LLP

Milwaukee, Wisconsin

February 26, 2026

December 31, 2025December 26, 2024
ASSETS
CURRENT ASSETS:
Cash and cash equivalents (Note 1)$23,448$40,841
Restricted cash (Note 1)3,1343,738
Accounts receivable, net of reserves (Note 4)19,08221,457
Assets held for sale (Note 1)—1,199
Other current assets (Note 1)18,91224,915
Total current assets64,57692,150
PROPERTY AND EQUIPMENT, NET (Note 4)697,712685,734
OPERATING LEASE RIGHT-OF-USE ASSETS (Note 6)142,115159,194
OTHER ASSETS:
Investments in joint ventures (Note 11)4,4865,166
Goodwill (Note 1)74,99674,996
Deferred income taxes (Note 9)6,4493,956
Other (Note 4)24,19823,332
Total other assets110,129107,450
Total assets$1,014,532$1,044,528
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable$44,523$50,690
Taxes other than income taxes18,48218,696
Accrued compensation23,56224,976
Other accrued liabilities (Note 1)57,82853,830
Current portion of finance lease obligations (Note 6)2,8272,591
Current portion of operating lease obligations (Note 6)16,21915,765
Current maturities of long-term debt (Note 5)—10,133
Total current liabilities163,441176,681
FINANCE LEASE OBLIGATIONS (Note 6)8,45210,360
OPERATING LEASE OBLIGATIONS (Note 6)148,977164,776
LONG-TERM DEBT (Note 5)159,007149,007
DEFERRED INCOME TAXES (Note 9)30,90532,619
OTHER LONG- TERM OBLIGATIONS (Note 8)46,37246,219
COMMITMENTS AND LICENSE RIGHTS (Note 10)
EQUITY (NOTE 7):
Shareholders’ equity attributable to The Marcus Corporation
Preferred Stock, $1 par; authorized 1,000,000 shares; none issued——
Common Stock:
Common Stock, $1 par; authorized 50,000,000 shares; issued 25,369,054 at December 31, 2025 and 25,237,374 shares at December 26, 202425,36925,237
Class B Common Stock, $1 par; authorized 33,000,000 shares; issued and outstanding 6,984,584 at December 31, 2025 and 6,984,584 at December 26, 20246,9856,985
Capital in excess of par184,002177,172
Retained earnings268,561265,028
Accumulated other comprehensive loss(12)(181)
484,905474,241
Less cost of Common Stock in treasury (1,713,780 shares at December 31, 2025 and 604,914 shares at December 26, 2024)(27,527)(9,375)
Total equity457,378464,866
Total liabilities and shareholders’ equity$1,014,532$1,044,528

(in thousands, except per share data)

Year Ended
December 31,2025December 26,2024December 28,2023
REVENUES:
Theatre admissions$220,385$214,421$229,186
Rooms114,544113,344106,618
Theatre concessions197,856191,989197,653
Food and beverage84,41078,10273,278
Other revenues100,56397,23085,420
717,758695,086692,155
Cost reimbursements40,70040,47437,420
Total revenues758,458735,560729,575
COSTS AND EXPENSES:
Theatre operations234,680225,472230,770
Rooms43,62443,42541,071
Theatre concessions82,16978,40675,903
Food and beverage63,90060,41957,871
Advertising and marketing26,07724,55922,838
Administrative92,57888,95878,565
Depreciation and amortization70,19167,95867,301
Rent (Note 6)25,24325,91126,154
Property taxes16,22214,71617,871
Other operating expenses41,39141,88338,783
(Gain) loss on disposition of property, equipment and other assets(553)38641
Impairment charges (Note 3)5,1726,8231,061
Reimbursed costs40,70040,47437,420
Total costs and expenses741,394719,390695,649
OPERATING INCOME17,06416,17033,926
OTHER INCOME (EXPENSE):
Investment income8782,2312,426
Interest expense(11,472)(10,972)(12,721)
Other income (expense), net2,848(1,513)(1,832)
Debt conversion expense—(15,521)—
Equity losses from unconsolidated joint ventures, net (Note 11)(611)(604)(149)
(8,357)(26,379)(12,276)
EARNINGS (LOSS) BEFORE INCOME TAXES8,707(10,209)21,650
INCOME TAX EXPENSE (BENEFIT) (Note 9)(3,984)(2,422)6,856
NET EARNINGS (LOSS)12,691(7,787)14,794
NET EARNINGS (LOSS) PER SHARE – BASIC:
Common Stock$0.42$(0.25)$0.48
Class B Common Stock0.38(0.23)0.43
NET EARNINGS (LOSS) PER SHARE – DILUTED:
Common Stock$0.41$(0.25)$0.46
Class B Common Stock0.38(0.23)0.43

(in thousands)

Year Ended
December 31,2025December 26,2024December 28,2023
NET EARNINGS (LOSS)$12,691$(7,787)$14,794
OTHER COMPREHENSIVE INCOME (LOSS):
Pension gain arising during the period, net of tax effect of $65, $425 and $171, respectively (Note 8)1861,202485
Amortization of the net actuarial loss and prior service credit related to the pension, net of tax benefit of $6, $17 and $17, respectively (Note 8)(17)(47)(47)
Fair market value adjustment of interest rate swaps, net of tax benefit of $0, $0 and $8, respectively (Note 5)——(22)
Reclassification adjustment on interest rate swaps included in interest expense, net of tax benefit of $0, $0 and $20 respectively (Note 5)——(58)
Other comprehensive income1691,155358
COMPREHENSIVE INCOME (LOSS)$12,860$(6,632)$15,152

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(in thousands, except per share data)

CommonStockClass BCommonStockCapitalin Excessof ParRetainedEarningsAccumulatedOtherComprehensiveIncome (Loss)TreasuryStockShareholders'EquityAttributable to The MarcusCorporationNon-ControllingInterestsTotalEquity
BALANCES AT DECEMBER 29, 2022$24,498$7,111$153,794$274,254$(1,694)$(1,866)$456,097$824$456,921
Cash dividends:
$0.22 per share Class B Common Stock———(1,543)——(1,543)—(1,543)
$0.24 per share Common Stock———(5,906)——(5,906)—(5,906)
Exercise of stock options——(210)——1,2951,085—1,085
Purchase of treasury stock—————(1,453)(1,453)—(1,453)
Savings and profit-sharing contribution79—1,180———1,259—1,259
Reissuance of treasury stock——(213)——30087—87
Issuance of non-vested stock82—(303)——221———
Share-based compensation——6,394———6,394—6,394
Conversions of Class B Common Stock33(33)———————
Distribution to noncontrolling interest———————(824)(824)
Comprehensive income (loss)———14,794358—15,152—15,152
BALANCES AT DECEMBER 28, 202324,6927,078160,642281,599(1,336)(1,503)471,172—471,172
Cash dividends:
$0.28 per share Class B Common Stock———(1,790)——(1,790)—(1,790)
$0.26 per share Common Stock———(6,994)——(6,994)—(6,994)
Exercise of stock options——52——1,9321,984—1,984
Purchase of treasury stock—————(10,366)(10,366)—(10,366)
Reissuance of treasury stock——(285)——35368—68
Issuance of non-vested stock452—(661)——209———
Share-based compensation——8,206———8,206—8,206
Convertible Senior note repurchase——(8,423)———(8,423)—(8,423)
Capped call unwind——17,641———17,641—17,641
Conversions of Class B Common Stock93(93)———————
Comprehensive income (loss)———(7,787)1,155—(6,632)—(6,632)
BALANCES AT DECEMBER 26, 202425,2376,985177,172265,028(181)(9,375)464,866—464,866
Cash dividends:
$0.27 per share Class B Common Stock———(1,914)——(1,914)—(1,914)
$0.30 per share Common Stock———(7,244)——(7,244)—(7,244)
Exercise of stock options——(1)——1615—15
Purchase of treasury stock——(18)——(18,758)(18,776)—(18,776)
Reissuance of treasury stock——4——6569—69
Issuance of non-vested stock132—(657)——525———
Share-based compensation——7,502———7,502—7,502
Comprehensive income (loss)———12,691169—12,860—12,860
BALANCES AT DECEMBER 31, 2025$25,369$6,985$184,002$268,561$(12)$(27,527)$457,378$—$457,378

(in thousands)

Year Ended
December 31,2025December 26,2024December 28,2023
OPERATING ACTIVITIES
Net Earnings (loss)$12,691$(7,787)$14,794
Adjustments to reconcile net loss to net cash provided by operating activities:
Losses on investments in joint ventures611604149
Distributions from joint ventures6968200
(Gain) loss on disposition of property, equipment and other assets(553)38641
Gain on insurance settlement(4,535)——
Impairment charges5,1726,8231,061
Debt conversion expense—15,521—
Depreciation and amortization70,19167,95867,301
Amortization of debt issuance costs6041,0801,467
Share-based compensation7,5028,2066,394
Deferred income taxes(4,266)(3,981)5,561
Other long-term obligations5001,854(95)
Contribution of the Company’s stock to savings and profit-sharing plan——1,259
Changes in operating assets and liabilities:
Accounts receivable2,466(1,754)1,893
Other assets(3,098)1,158(2,662)
Operating leases(2,133)4,605(785)
Accounts payable(3,462)10,4344,229
Income taxes37131(480)
Taxes other than income taxes(234)111637
Accrued compensation(1,414)2,37863
Other accrued liabilities4,052(3,855)1,602
Total adjustments71,509111,72787,835
Net cash provided by operating activities84,200103,940102,629
INVESTING ACTIVITIES
Capital expenditures(83,211)(79,210)(38,774)
Proceeds from disposals of property, equipment and other assets8593,1214,234
Capital contribution in joint venture—(5,620)—
Subscription and sale of joint venture interests—1,500—
Proceeds from sale of trading securities8,18717840
Purchase of trading securities—(2,249)(839)
Proceeds from insurance settlement4,535——
Other investing activities(1,743)382(1,410)
Net cash used in investing activities(71,373)(81,898)(36,749)
FINANCING ACTIVITIES
Debt transactions:
Proceeds from borrowings on revolving credit facility213,000119,00038,000
Repayment of borrowings on revolving credit facility(203,000)(119,000)(38,000)
Proceeds from issuance of long-term debt—100,000—
Principal payments on long-term debt(10,392)(11,370)(11,433)
Repayment of borrowing on insurance policy——(6,700)
Repurchase of convertible senior notes—(123,526)—
Proceeds from capped call unwind—18,281—
Principal payments on finance lease obligations(2,742)(2,470)(2,527)
Debt issuance costs—(1,119)(1,334)
Equity transactions:
Treasury stock transactions, except for stock options(18,547)(9,987)(503)
Exercise of stock options151,674222
Dividends paid(9,158)(8,784)(7,449)
Distributions to noncontrolling interest——(824)
Net cash used in financing activities(30,824)(37,301)(30,548)
Net increase (decrease) in cash, cash equivalents and restricted cash(17,997)(15,259)35,332
Cash, cash equivalents and restricted cash at beginning of year44,57959,83824,506
Cash, cash equivalents and restricted cash at end of year$26,582$44,579$59,838
Supplemental Information:
Interest paid, net of amounts capitalized$10,716$8,683$9,738
Income taxes paid, including interest earned$244$1,428$1,776
Change in accounts payable for additions to property and equipment$(2,865)$2,872$956
  1. Description of Business and Summary of Significant Accounting Policies

Description of Business - The Marcus Corporation and its subsidiaries (the “Company”) operate principally intwo business segments:

Theatres: Operates multiscreen motion picture theatres in Wisconsin, Illinois, Iowa, Minnesota, Missouri, Nebraska, North Dakota, Ohio, Arkansas, Colorado, Georgia, Kentucky, Louisiana, New York, Pennsylvania, Texas and Virginia and a family entertainment center in Wisconsin.

Hotels and Resorts: Owns and operates full service hotels and resorts in Wisconsin, Illinois and Nebraska and manages full service hotels, resorts and other properties in Wisconsin, Illinois, Minnesota, Iowa, Nevada, Pennsylvania, California and Nebraska.

Principles of Consolidation - The consolidated financial statements include the accounts of The Marcus Corporation and all of its subsidiaries.

Investments in affiliates which are 50% or less owned by the Company for which the Company exercises significant influence but does not have control are accounted for on the equity method.

All intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates - The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Cash Equivalents - The Company considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents. Amounts due from third-party credit card processors for the settlement of debit and credit card transactions are included in cash equivalents as they are generally collected within three business days. Cash equivalents are carried at cost, which approximates fair value.

Restricted Cash - Restricted cash consists of bank accounts related to capital expenditure reserve funds, sinking funds, operating reserves and replacement reserves and may include amounts held by a qualified intermediary agent to be used for tax-deferred, like-kind exchange transactions. Restricted cash also includes funds held within the Company's captive insurance entity that are designated to pay expenses related specifically to the captive.

Fair Value Measurements - Certain financial assets and liabilities are recorded at fair value in the financial statements. Some are measured on a recurring basis while others are measured on a non-recurring basis. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. A fair value measurement assumes that a transaction to sell an asset or transfer a liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability.

The Company’s assets and liabilities measured at fair value are classified in one of the following categories:

Level 1 - Assets or liabilities for which fair value is based on quoted prices in active markets for identical instruments as of the reporting date. At December 31, 2025 and December 26, 2024, respectively, the Company’s $0 and $8,142 of debt and equity securities classified as trading were valued using Level 1 pricing inputs and were included in other current assets. At December 31, 2025 and December 26, 2024, the Company had investments in money market funds of $10,000 and $19,002, respectively, that were valued using Level 1 pricing inputs and were included in cash and cash equivalents.

Level 2 - Assets or liabilities for which fair value is based on valuation models for which pricing inputs were either directly or indirectly observable as of the reporting date. At each of December 31, 2025 and December 26, 2024, none of the Company’s recorded assets or liabilities were measured using Level 2 pricing inputs.

Level 3 - Assets or liabilities for which fair value is based on valuation models with significant unobservable pricing inputs and which result in the use of management estimates. At each of December 31, 2025 and December 26, 2024, none of the Company’s recorded assets or liabilities that are measured on a recurring basis at fair market value were valued using Level 3 pricing inputs. Assets and liabilities that are measured on a non-recurring basis are discussed in Note 3.

The carrying value of the Company’s financial instruments (including cash and cash equivalents, restricted cash, accounts receivable and accounts payable) approximates fair value. The fair value of the Company’s $150,000 of senior notes, valued using Level 2 pricing inputs, is approximately $155,046 at December 31, 2025, determined based upon discounted cash flows using current market interest rates for financial instruments with a similar average remaining life. The carrying amounts of the Company’s remaining long-term debt approximate their fair values, determined using current rates for similar instruments, or Level 2 pricing inputs.

Accounts Receivable - The Company evaluates the collectability of its accounts receivable based on a number of factors. For larger accounts, an allowance for doubtful accounts is recorded based on the applicable parties’ ability and likelihood to pay based on management’s review of the facts. For all other accounts, the Company recognizes an allowance based on length of time the receivable is past due based on historical experience and industry practice.

Inventory - Inventories, consisting of food and beverage and concession items, are stated at the lower of cost or market. Cost has been determined using the first-in, first-out method. Inventories of $7,028 and $6,971 as of December 31, 2025 and December 26, 2024, respectively, were included in other current assets.

Assets Held for Sale – Long-lived assets that are expected to be sold within the next 12 months and meet the other relevant held-for-sale criteria are classified as assets held for sale and included within current assets on the consolidated balance sheet. Assets held for sale are measured at the lower of their carrying value or their fair value less costs to sell the asset. As of December 31, 2025, there wereno assets held for sale. As of December 26, 2024, assets held for sale consisted primarily of land.

Property and Equipment - The Company records property and equipment at cost. Major renewals and improvements are capitalized, while maintenance and repairs that do not improve or extend the lives of the respective assets are expensed currently. Included in property and equipment are assets related to finance leases. These assets are depreciated over the shorter of the estimated useful lives or related lease terms.

Depreciation and amortization of property and equipment are provided using the straight-line method over the shorter of the following estimated useful lives or any related lease terms:

Years
Land improvements10 - 20
Buildings and improvements12 - 39
Leasehold improvements3 - 40
Furniture, fixtures and equipment2 - 20
Finance lease right-of-use assets4 - 15

Depreciation expense totaled $70,050, $67,964 and $67,269 for fiscal 2025, fiscal 2024 and fiscal 2023, respectively.

Long-Lived Assets - The Company periodically considers whether indicators of impairment of long-lived assets held for use are present. This includes quantitative and qualitative factors, including evaluating the historical actual operating performance of the long-lived assets and assessing the potential impact of recent events and transactions impacting the long-lived assets. If such indicators are present, the Company determines if the long-lived assets are recoverable by assessing whether the sum of the estimated undiscounted future cash flows attributable to such assets is less than their carrying amounts. If the long-lived assets are not recoverable, the Company recognizes any impairment losses based on the excess of the carrying amount of the assets over their fair value. During fiscal 2025, fiscal 2024, and fiscal 2023, the Company determined that indicators of impairment were present. As such, the Company evaluated the value of its property and equipment and the value of its operating lease right-of-use assets and recorded impairment charges as discussed in Note 3.

Acquisition - The Company recognizes identifiable assets acquired, liabilities assumed and noncontrolling interests assumed in an acquisition at their fair values at the acquisition date based upon all information available to it, including third-party appraisals. Acquisition-related costs, such as due diligence and legal fees, are expensed as incurred. The excess of the acquisition cost over the fair value of the identifiable net assets is reported as goodwill.

Goodwill - The Company reviews goodwill for impairment annually or more frequently if certain indicators arise. The Company performs its annual impairment test on the first day of the fiscal fourth quarter. Goodwill is tested for impairment at a reporting unit level, determined to be at an operating segment level. When reviewing goodwill for impairment, the Company considers the amount of excess fair value over the carrying value of the reporting unit, the period of time since its last quantitative test, and other factors to determine whether or not to first perform a qualitative test. When performing a qualitative test, the Company assesses numerous factors to determine whether it is more likely than not that the fair value of its reporting unit is less than its carrying value. Examples of qualitative factors that the Company assesses include its share price, its financial performance, market and competitive factors in its industry, and other events specific to the reporting unit. If the Company concludes that it is more likely than not that the fair value of its reporting unit is less than its carrying value, the Company performs a quantitative impairment test by comparing the carrying value of the reporting unit to the estimated fair value.

During fiscal 2025 and fiscal 2024, the Company performed a quantitative analysis for its annual goodwill impairment test as of October 1, 2025 and September 27, 2024, respectively. In order to determine fair value, the Company used assumptions based on information available to it as of the date of the quantitative test, including both market data and forecasted cash flows (Level 3 pricing inputs). The Company determined that the fair value of its goodwill was greater than its carrying value and deemed thatno impairment was indicated in either fiscal 2025 or fiscal 2024. At December 31, 2025 and December 26, 2024, the Company’s goodwill balance was $74,996.

Trade Name Intangible Asset – During fiscal 2025, the Company reclassified the Movie Tavern tradename, with a carrying value of $6,900, from an indefinite-lived intangible asset to a definite-lived intangible asset. The change was primarily driven by strategic branding decisions. Prior to the reclassification, the Company tested the tradename for impairment in accordance with U.S generally accepted accounting principles for indefinite-lived intangible assets and concluded that the carrying value was less than its estimated fair value. Following the reclassification, the Company began amortizing the tradename on a straight-line basis over an estimated useful life of 15 years. Future amortization expense is expected to be $460 each year over the remaining useful life of the asset.

Capitalization of Interest - The Company capitalizes interest during construction periods by adding such interest to the cost of constructed assets. Interest of approximately $544, $195 and $43 was capitalized in fiscal 2025, fiscal 2024 and fiscal 2023, respectively.

Debt Issuance Costs - The Company records debt issuance costs on long-term debt as a direct deduction from the related debt liability. Debt issuance costs related to the Company’s revolving credit facility are included in other long-term assets. Debt issuance costs are deferred and amortized over the term of the related debt agreements. Amortization of debt issuance costs totaled $604, $1,080 and $1,467 for fiscal 2025, fiscal 2024 and fiscal 2023, respectively, and were included in interest expense on the consolidated statements of operations.

Leases - The Company follows Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) No. 2016-02, Leases, (Accounting Standards Codification (ASC) 842), when accounting for leases. See Note 6 - Leases.

Investments – The Company has investments in debt and equity securities. These securities are stated at fair value based on listed market prices, where available, with the change in fair value recorded as investment income or loss within the consolidated statements of operations. The cost of securities sold is based upon the specific identification method.

Revenue Recognition - The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. See Note 2 - Revenue Recognition.

Advertising and Marketing Costs - The Company expenses all advertising and marketing costs as incurred.

Insurance Reserves - The Company uses a combination of insurance and self insurance mechanisms, including participation in captive insurance entities, to provide for the potential liabilities for certain risks, including workers’ compensation, healthcare benefits, general liability, property insurance, director and officers’ liability insurance, cyber liability, employment practices liability and business interruption. Liabilities associated with the risks that are retained by the company are not discounted and are estimated, in part, by considering historical claims experience, demographic factors and severity factors.

Income Taxes -The Company recognizes deferred tax assets and liabilities based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities. Deferred tax assets represent items to be used as a tax deduction or credit in the future tax returns for which the Company has already properly recorded the tax benefit in the income statement. The Company regularly assesses the probability that the deferred tax asset balance will be recovered against future taxable income, taking into account such factors as earnings history, carryback and carryforward periods, and tax strategies. When the indications are that recovery is not probable, a valuation allowance is established against the deferred tax asset, increasing income tax expense in the year that conclusion is made.

The Company assesses income tax positions and records tax benefits for all years subject to examination based upon management’s evaluation of the facts, circumstances and information available at the reporting dates. For those tax positions where it is more-likely-than-not that a tax benefit will be sustained, the Company records the largest amount of tax benefit with a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where it is not more-likely-than-not that a tax benefit will be sustained, no tax benefit is recognized in the financial statements. See Note 9 - Income Taxes.

Earnings (Loss) Per Share - Net earnings (loss) per share (EPS) of Common Stock and Class B Common Stock is computed using the two class method. Basic net earnings (loss) per share is computed by dividing net earnings (loss) by the weighted-average number of common shares outstanding. Diluted net earnings (loss) per share is computed by dividing net earnings (loss) by the weighted-average number of common shares outstanding, adjusted for the effect of dilutive stock options, restricted stock units, performance stock units and convertible debt instruments using the if-converted method. Convertible Class B Common Stock and convertible debt instruments are reflected on an if-converted basis when dilutive to Common Stock. The computation of the diluted net earnings (loss) per share of Common Stock assumes the conversion of Class B Common Stock in periods that have net earnings since it would be dilutive to Common Stock earnings per share, while the diluted net earnings (loss) per share of Class B Common Stock does not assume the conversion of those shares.

Holders of Common Stock are entitled to cash dividends per share equal to 110% of all dividends declared and paid on each share of Class B Common Stock. As such, the undistributed earnings (losses) for each period are allocated based on the proportionate share of entitled cash dividends.

The following table illustrates the computation of Common Stock and Class B Common Stock basic and diluted net earnings (loss) per share, provides a reconciliation of the number of weighted-average basic and diluted shares outstanding, when applicable, and provides the weighted-average number of anti-dilutive shares excluded from the computation of diluted weighted-average shared outstanding:

Year Ended
December 31,2025December 26,2024December 28,2023
Net earnings (loss) per share – Basic:
Common Stock$0.42$(0.25)$0.48
Class B Common Stock$0.38$(0.23)$0.43
Net earnings (loss) per share- Diluted:
Common Stock$0.41$(0.25)$0.46
Class B Common Stock$0.38$(0.23)$0.43
Numerator:
Net earnings (loss) attributable to The Marcus Corporation$12,691$(7,787)$14,794
Denominator (in thousands):
Denominator for basic EPS31,15831,88731,658
Effect of dilutive employee stock options46—44
Effect of restricted stock units75——
Effect of convertible senior notes——9,287
Diluted weighted-average shares outstanding31,27931,88740,989
Weighted-average number of anti-dilutive shares excluded from denominator (in thousands):
Employee stock options2,0692,7762,933
Restricted stock units—48—
Performance stock units224141—
Total2,2932,9652,933

For the periods when the Company reports a net loss, common stock equivalents, restricted stock units, performance stock units, and shares related to the convertible senior notes are excluded from the computation of diluted loss per share as their inclusion would have an anti-dilutive effect. Performance stock units are considered anti-dilutive if the performance targets upon which the issuance of the shares are contingent have not been achieved and the respective performance period has not been completed as of the end of the current period. Shares related to the convertible senior notes were excluded from the computation of diluted earnings per share in the periods when the effect had an anti-dilutive effect using the if-converted method.

Accumulated Other Comprehensive Loss – Accumulated other comprehensive loss presented in the accompanying consolidated balance sheets consists of the following, all presented net of tax:

December 31, 2025December 26, 2024
Net unrecognized actuarial loss for pension obligation$(12)$(181)
$(12)$(181)

New Accounting Pronouncements In fiscal 2025, the Company adopted ASU No. 2023-09, Income Taxes (Topic 740: Improvements to Income Tax Disclosures (ASU No. 2023-09), which requires improvements to income tax disclosures primarily related to rate reconciliation and income taxes paid information. The annual requirements of ASU No. 2023-09 are included in the Company’s Income Taxes footnote (Note 10) and prior year information has been recast to conform to the current year presentation. The adoption of the new standard did not have a material effect on the Company’s consolidated financial statements.

On November 4, 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses (DISE), which requires disaggregated disclosure of income statement expenses for public business entities. ASU No. 2024-03 does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. ASU No. 2024-03 is effective for the Company in fiscal 2027. The Company is evaluating the effect the guidance will have on its consolidated financial statement disclosures.

On September 18, 2025, the FASB issued ASU No. 2025-06, Intangibles - Goodwill and Other - Internal Use Software (Subtopic 350-50): Targeted Improvements to the Accounting for Internal-Use Software (ASU No. 2025-06), which simplifies the capitalization guidance by removing all references to software development project stages so that the guidance is neutral to different software development methods. ASU No. 2025-06 also supersedes the current website development costs guidance and incorporates the recognition requirements for website-specific development costs from ASC 350-50 into ASC 350-40. ASU 2025-06 is effective for the Company in fiscal 2028. The Company is evaluating the effect the guidance will have on its consolidated financial statements.

  1. Revenue Recognition

Revenue from contracts with customers is recognized when, or as, the Company satisfies its performance of obligations by transferring the promised services to the customer. A service is transferred to a customer when, or as, the customer obtains control of that service. A performance obligation may be satisfied over time or at a point in time. Revenue from a performance obligation satisfied over time is recognized by measuring the Company’s progress in satisfying the performance obligation in a manner that depicts the transfer of the services to the customer. Revenue from a performance obligation satisfied at a point in time is recognized at the point in time that the Company determines the customer obtains

  1. Revenue Recognition (continued)

control over the promised service. The amount of revenue recognized reflects the consideration entitled to in exchange for those services.

The disaggregation of revenues by business segment for fiscal 2025, fiscal 2024 and fiscal 2023 is as follows:

Fiscal 2025
Reportable Segment
TheatresHotels/ResortsCorporateTotal
Theatre admissions$220,385$—$—$220,385
Rooms—114,544—114,544
Theatre concessions197,856——197,856
Food and beverage—84,410—84,410
Other revenues(1)41,44958,666448100,563
Revenue before cost reimbursements459,690257,620448717,758
Cost reimbursements3,05137,649—40,700
Total revenues$462,741$295,269$448$758,458
Fiscal 2024
Reportable Segment
TheatresHotels/ResortsCorporateTotal
Theatre admissions$214,421$—$—$214,421
Rooms—113,344—113,344
Theatre concessions191,989——191,989
Food and beverage—78,102—78,102
Other revenues(1)39,99956,90033197,230
Revenue before cost reimbursements446,409248,346331695,086
Cost reimbursements1,31439,160—40,474
Total revenues$447,723$287,506$331$735,560
Fiscal 2023
Reportable Segment
TheatresHotels/ResortsCorporateTotal
Theatre admissions$229,186$—$—$229,186
Rooms—106,618—106,618
Theatre concessions197,653——197,653
Food and beverage—73,278—73,278
Other revenues(1)31,55553,51934685,420
Revenue before cost reimbursements458,394233,415346692,155
Cost reimbursements—37,420—37,420
Total revenues$458,394$270,835$346$729,575

(1)Included in other revenues is an immaterial amount related to rental income that is not considered contract revenue from contracts with customers under ASC 606.

The Company recognizes revenue from its rooms as earned on the close of business each day. Revenue from theatre admissions, theatre concessions and food and beverage sales are recognized at the time of sale.

  1. Revenue Recognition (continued)

Revenues from advanced ticket and gift card sales are recorded as deferred revenue and are recognized when tickets or gift cards are redeemed. Gift card breakage income is recognized based upon historical redemption patterns and represents the balance of gift cards for which the Company believes the likelihood of redemption by the customer is remote. Gift card breakage income is recorded in other revenues in the consolidated statements of operations.

Other revenues include management fees for theatres and hotels under management agreements. The management fees are recognized as earned based on the terms of the agreements. The management fees include variable consideration that is recognized based on the Company’s right to invoice as the amount invoiced corresponds directly to the value transferred to the customer. Other revenues also include family entertainment center revenues and revenues from Hotels/Resorts outlets such as spa, ski, golf and parking, each of which are recognized at the time of sale. In addition, other revenues include pre-show advertising income in the Company’s theatres. Pre-show advertising revenue includes variable consideration, primarily based on attendance levels, that is allocated to distinct time periods that make up the overall performance obligation.

Cost reimbursements primarily consist of payroll and related expenses at managed properties where the Company is the employer and may include certain operational and administrative costs as provided for in the Company’s contracts with owners. These costs are reimbursed back to the Company. As these costs have no added markup, the revenue and related expense have no impact on operating income (loss) or net earnings (loss).

The timing of the Company’s revenue recognition may differ from the timing of payment by customers. However, the Company typically receives payment within a very short period of time of when the revenue is recognized. The Company records a receivable when revenue is recognized prior to payment and it has an unconditional right to payment. Alternatively, when payment precedes the provision for the related services, deferred revenue is recorded until the performance obligation is satisfied.

Revenues do not include sales tax as the Company considers itself a pass-through conduit for collecting and remitting sales tax.

The Company had deferred revenue from contracts with customers of $39,475, $36,353 and $38,034 as of December 31, 2025, December 26, 2024 and December 28, 2023, respectively. The Company hadno contract assets as of December 31, 2025 and December 26, 2024. During fiscal 2025, the Company recognized revenue of $21,456 that was included in deferred revenues as of December 26, 2024. During fiscal 2024, the Company recognized revenue of $22,488 that was included in deferred revenues as of December 28, 2023. The majority of the Company’s deferred revenue relates to non-redeemed gift cards, advanced ticket sales and the Company’s loyalty program.

As of December 31, 2025, the amount of transaction price allocated to the remaining performance obligations under the Company’s advanced ticket sales was $1,885 and is reflected in the Company’s consolidated balance sheet as part of deferred revenues, which is included in other accrued liabilities. As of December 31, 2025, the amount of transaction price allocated to the remaining performance obligations related to the amount of Theatres non-redeemed gift cards was $15,005 and is reflected in the Company’s consolidated balance sheet as part of deferred revenues. The Company recognizes revenue as the tickets and gift cards are redeemed, which is expected to occur within the nexttwo years.

As of December 31, 2025, the amount of transaction price allocated to the remaining performance obligations related to the amount of Hotels and Resorts non-redeemed gift cards was $4,831 and is reflected in the Company’s consolidated balance sheet as part of deferred revenues, which is included in other accrued liabilities. The Company recognizes revenue as the gift cards are redeemed, which is expected to occur within the nexttwo years.

The majority of the Company’s revenue is recognized in less than one year from the original contract.

  1. Impairment Charges

During fiscal 2025, fiscal 2024 and 2023, the Company determined that indicators of impairment were present at certain theatre asset groups. For certain of the theatre asset groups evaluated for impairment, the sum of the estimated undiscounted future cash flows attributable to certain theatre assets was less than their carrying amounts. The Company

  1. Impairment Charges (continued)

evaluated the fair value of these assets, consisting primarily of land, building, leasehold improvements and furniture, fixtures and equipment, and operating lease right-of-use assets less lease obligations, and determined that the fair value, measured using Level 3 pricing inputs (using estimated discounted cash flows over the life of the primary assets, including estimated sale proceeds) was less than their carrying value and recorded impairment losses of $5,172, $6,823 and $1,061 in fiscal 2025, fiscal 2024 and fiscal 2023, respectively, reducing certain property and equipment and certain operating lease right-of-use assets. The remaining net book value of the impaired assets was $24,872 as of December 31, 2025, $16,137 as of December 26, 2024, and $6,429 as of December 28, 2023, excluding any applicable remaining lease obligations.

  1. Additional Balance Sheet Information

The composition of accounts receivable is as follows:

December 31, 2025December 26, 2024
Trade receivables, net of allowances of $209 and $141, respectively$6,966$6,900
Other receivables12,11614,557
$19,082$21,457

The composition of property and equipment, which is stated at cost, is as follows:

December 31, 2025December 26, 2024
Land and improvements$142,063$129,991
Buildings and improvements744,861736,408
Leasehold improvements165,646166,149
Furniture, fixtures and equipment448,196424,807
Finance lease right-of-use assets30,67529,061
Construction in progress15,37615,590
1,546,8171,502,006
Less accumulated depreciation and amortization849,105816,272
$697,712$685,734

The composition of other assets is as follows:

December 31, 2025December 26, 2024
Intangible assets - trade names$6,785$6,900
Cash surrender value of insurance policy9,1088,709
Other assets8,3057,723
$24,198$23,332

Intangible amortization expense in fiscal 2025 was $115.

  1. Long-Term Debt

Long-term debt is summarized as follows:

December 31, 2025December 26, 2024
Senior notes$150,000$160,000
Unsecured term note due February 2025, with monthly principal and interest payments of $39, bearing interest at 5.75%—78
Payroll Protection Program loans—314
Revolving credit agreement10,000—
Total debt160,000160,392
Debt issuance costs(993)(1,252)
Total debt, net of debt issuance costs159,007159,140
Less current maturities, net of issuance costs—10,133
Long-term debt$159,007$149,007

Scheduled annual principal payments on long-term debt for the years subsequent to December 31, 2025, are as follows:

Fiscal Year
2026$—
202762,000
202827,714
202917,714
203017,714
Thereafter34,858
$160,000

Credit Agreement

On January 9, 2020, the Company replaced its then-existing credit agreement with several banks. On April 29, 2020, the Company entered into the First Amendment, on September 15, 2020, the Company entered into the Second Amendment, on July 13, 2021, the Company entered into the Third Amendment, on July 29, 2022, the Company entered into the Fourth Amendment, on February 10, 2023, the Company entered into the Fifth Amendment and on October 16, 2023, the Company entered into the Sixth Amendment (the Credit Agreement, as amended by the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment and the Sixth Amendment, hereinafter referred to as the “Credit Agreement”).

The Credit Agreement provides for afive-year revolving credit facility that matures on October 16, 2028 with an initial maximum aggregate amount of availability of $225,000. At December 31, 2025, there were borrowings of $10,000 outstanding on the revolving credit facility, which when borrowed, bear interest at SOFR plus a margin (as discussed further below), effectively 5.52% at December 31, 2025. Availability under the $225,000 revolving credit facility was $209,626 as of December 31, 2025 after taking into consideration outstanding letters of credit that reduce revolver availability.

Borrowings under the Credit Agreement bear interest at a variable rate equal to (i) the term secured overnight financing rate (“SOFR”), plus a credit spread adjustment of 0.10%, subject to a 0% floor, plus a specified margin based upon our net leverage ratio as of the most recent determination date, or (ii) the alternate base rate (“ABR”) (which is the highest of (a) the prime rate, (b) the greater of the federal funds rate and the overnight bank funding rate plus 0.50% or (c) the sum of 1% plus one-month SOFR plus a credit spread adjustment of 0.10%), subject to a 1% floor, plus a specified margin based upon

  1. Long-Term Debt (continued)

our net leverage ratio as of the most recent determination date; provided, however, as of the effective date of the Sixth Amendment, in respect of revolving loans, the applicable margin is 1.75% for SOFR borrowings and 0.75% for ABR borrowings. The revolving credit facility also requires an annual facility fee equal to 0.175% to 0.275% of the total revolving commitments depending on our consolidated net leverage ratio.

The Credit Agreement includes, among other restrictions and covenants applicable to the Company, a requirement that our consolidated net leverage ratio not exceed 3.50:1.00, provided that, with some limitations, such ratio may be increased to 4.00:1:00 for the full fiscal quarter in which a material acquisition (in which aggregate consideration equals or exceeds $30,000) is consummated and the three fiscal quarters immediately thereafter, and a requirement that our interest coverage ratio at the end of any fiscal quarter not be less than 3.00:1.00.

In connection with the Credit Agreement: (i) the Company has pledged, subject to certain exceptions, security interests and liens in and on (a) substantially all of its respective personal property assets and (b) certain of its respective real property assets, in each case, to secure the Credit Agreement and related obligations; and (ii) certain of the Company’s subsidiaries have guaranteed the Company’s obligations under the Credit Agreement.

The Credit Agreement contains customary events of default. If an event of default under the Credit Agreement occurs and is continuing, then, among other things, the lenders may declare any outstanding obligations under the Credit Agreement to be immediately due and payable and exercise rights and remedies against the pledged collateral.

Senior Notes

At December 31, 2025, the Company’s $150,000 of senior notes consist ofone Note Purchase Agreement andone Master Note Purchase Agreement (collectively the “Senior Notes Agreements”) maturing in 2027 through 2034, which require annual principal payments in varying installments and bear interest payable semi-annually at fixed rates ranging from 4.32% to 7.02%, with a weighted-average fixed rate of 6.07%. At December 26, 2024, the weighted average-fixed rate on the Senior notes agreement was 5.94%.

On July 9, 2024, the Company and certain purchasers entered into a Master Note Purchase Agreement pursuant to which the Company issued and sold $100,000 aggregate principal amount of senior notes in two tranches: (i) $60,000 in aggregate principal amount of 6.89% Series 2024 Senior Notes, Tranche A due July 9, 2031 and (ii) $40,000 in aggregate principal amount of 7.02% Series 2024 Senior Notes, Tranche B due July 9, 2034.

In connection with the Senior Notes Agreements: (i) the Company has pledged, subject to certain exceptions, security interests and liens in and on (a) substantially all of their respective personal property assets and (b) certain of their respective real property assets, in each case, to secure the Senior Notes Agreements and related obligations; and (ii) certain subsidiaries of the Company have guaranteed the Company's obligations under the Senior Notes Agreements. The Senior Notes Agreements rank pari passu in right of payment with all of our other senior secured debt. The Senior Notes Agreements contain covenants and collateral provisions that are consistent with the amended covenants and collateral provisions referenced in the Credit Agreement section above.

The Senior Notes Agreements contain customary events of default. If an event of default under the Senior Notes Agreements occurs and is continuing, then, among other things, all senior notes then outstanding become immediately due and payable and the note holders may exercise their rights and remedies against the pledged collateral.

Convertible Senior Notes

On September 17, 2020, the Company entered into a purchase agreement to issue and sell $100,050 aggregate principal amount of its 5.00% Convertible Senior Notes due 2025 (the “Convertible Notes.”) In connection with the pricing of the Convertible Notes the Company entered into privately negotiated Capped Call Transactions (the “Capped Call Transactions”) with certain financial institutions (the “Capped Call Counterparties”).

During fiscal 2024, the Company entered into separate, privately negotiated purchase agreements (the “Purchase Agreements”) with the holders of the Convertible Notes. Under the terms of the Purchase Agreements, the holders agreed

  1. Long-Term Debt (continued)

to exchange $100,050 in aggregate principal amount of Convertible Notes for cash consideration of $121,828 (or $103,547 net of the cash the Company received in connection with the unwind of a portion of the Capped Call Transactions as discussed below) effected over four separate repurchase tranches (the “Convertible Notes Repurchases”). As of December 26, 2024 all of the Convertible Notes were repurchased and retired.

In connection with the Convertible Notes Repurchases, the Company entered into unwind agreements with the Capped Call Counterparties to terminate a portion of the Capped Call Transactions equal to the notional amounts of the Convertible Notes Repurchases, and to receive aggregate cash of $18,281 effected over four separate unwind tranches. As of December 26, 2024 all of the Capped Call Transactions were unwound and settled.

During fiscal 2024, the Company incurred debt conversion expense of $15,521 in connection with the Convertible Notes Repurchases. The unwind of the Capped Call Transactions resulted in a 17,641 increase in capital in excess of par within shareholders’ equity during fiscal 2024.

  1. Leases

The Company determines if an arrangement is a lease at inception. The Company evaluates each lease for classification as either a finance lease or an operating lease according to accounting guidance ASC 842. The Company performs this evaluation at the inception of the lease and when a modification is made to a lease. The Company leases real estate and equipment with lease terms ofone year to 45 years, some of which include options to extend and/or terminate the lease. The exercise of lease renewal options is done at the Company’s sole discretion. When deemed reasonably certain of exercise, the renewal options are included in the determination of the lease term and related right-of-use asset and lease liability. The depreciable life of the asset is limited to the expected term. The Company’s lease agreements do not contain any residual value guarantees or any restrictions or covenants.

Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at commencement date of the lease based on the present value of lease payments over the lease term. When readily determinable, the Company uses the implicit rate in the lease in determining the present value of lease payments. When the lease does not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the lease commencement date, including the fixed rate the Company could borrow for a similar amount, over a similar lease term with similar collateral. The Company recognizes right-of-use assets for all assets subject to operating leases in an amount equal to the operating lease liabilities, adjusted for the balances of long-term prepaid rent, favorable lease intangible assets, deferred lease expense, unfavorable lease liabilities and deferred lease incentive liabilities. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term.

The majority of the Company’s lease agreements include fixed rental payments. For those leases with variable payments based on increases in an index subsequent to lease commencement, such payments are recognized as variable lease expense as they occur. Variable lease payments that do not depend on an index or rate, including those that depend on the Company’s performance or use of the underlying asset, are also expensed as incurred. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term.

  1. Leases (continued)

Total lease cost consists of the following:

Lease CostClassificationFiscal 2025Fiscal 2024Fiscal 2023
Finance lease costs:
Amortization of finance lease assetsDepreciation and amortization$2,386$2,274$2,760
Interest on lease liabilitiesInterest expense587664759
$2,973$2,938$3,519
Operating lease costs:
Operating lease costsRent expense$23,238$23,953$24,126
Variable lease costRent expense1,8121,7241,892
Short-term lease costRent expense193234136
$25,243$25,911$26,154

Additional information related to leases is as follows:

Other InformationFiscal 2025Fiscal 2024
Cash paid for amounts included in the measurement of lease liabilities:
Financing cash flows from finance leases$2,742$2,470
Operating cash flows from finance leases587664
Operating cash flows from operating leases25,55225,183
Right of use assets obtained in exchange for new lease obligations:
Finance lease liabilities1,098232
Operating lease liabilities, including from acquisitions2,3503,394
December 31, 2025December 26, 2024
Finance leases:
Property and equipment – gross$30,675$29,061
Accumulated depreciation and amortization(21,350)(19,078)
Property and equipment - net$9,325$9,983

Remaining lease terms and discount rates are as follows:

Lease Term and Discount RateDecember 31, 2025December 26, 2024
Weighted-average remaining lease terms:
Finance leases5 years6 years
Operating leases10 years11 years
Weighted-average discount rates:
Finance leases4.76%4.69%
Operating leases4.80%4.79%
  1. Leases (continued)

Maturities of lease liabilities as of December 31, 2025 are as follows:

Fiscal Year · Operating Leases · Finance Leases
2026$23,709$3,295
202723,7572,337
202822,8722,206
202921,3861,762
203018,6331,002
Thereafter100,8452,160
Total lease payments211,20212,762
Less: amount representing interest(46,006)(1,483)
Total lease liabilities$165,196$11,279

Deferred rent payments of approximately $450 for the Company’s operating leases are included in the current operating lease obligations as of December 31, 2025.

  1. Shareholders’ Equity and Share-Based Compensation

Shareholders may convert their shares of Class B Common Stock into shares of Common Stock at any time. Class B Common Stock shareholders are substantially restricted in their ability to transfer their Class B Common Stock. Holders of Common Stock are entitled to cash dividends per share equal to 110% of all dividends declared and paid on each share of the Class B Common Stock. Holders of Class B Common Stock are entitled toten votes per share while holders of Common Stock are entitled toone vote per share on any matters brought before the shareholders of the Company. Liquidation rights are the same for both classes of stock.

Through December 31, 2025, the Company’s Board of Directors has approved the repurchase of up to 15,687,500 shares of Common Stock to be held in treasury. The Company intends to reissue these shares upon the exercise of stock options and the issuance of restricted stock, restricted stock units and performance stock units. The Company repurchased 1,170,249,713,456 and 94,508 shares pursuant to these authorizations during fiscal 2025, fiscal 2024 and fiscal 2023, respectively. At December 31, 2025, there were 4,544,433 shares available for repurchase under these authorizations.

In fiscal 2024, the Company discontinued its Associate Stock Purchase Plan and amended its Dividend Reinvestment Plan. Under the amended plan, the Company’s Board of Directors has authorized the issuance of up to 250,000 shares of Common Stock. At December 31, 2025, there were 241,158 shares available under this authorization.

Shareholders of The Marcus Corporation approved the adoption of the Marcus Corporation Omnibus Incentive Plan effective May 7, 2025 and authorized 2,000,000 shares available for issuance under the plan. At December 31, 2025, there were 1,962,548 shares available for grants of various equity awards under the plan, each discussed below.

Total pre-tax share-based compensation expense was $7,502, $8,206 and $6,394 in fiscal 2025, fiscal 2024 and fiscal 2023, respectively. The recognized tax benefit on share-based compensation was $1,877, $1,879 and $1,000 in fiscal 2025, fiscal 2024 and fiscal 2023, respectively.

Stock Options

Stock options granted under the plans to employees generally become exercisable either 40% after two years,60% after three years,80% after four years and 100% after five years of the date of grant, or 50% after two years,75% after three years and 100% after four years of the date of grant, depending on the date of grant. The options generally expire ten years from the date of grant as long as the optionee is still employed with the Company. The Company ceased issuing stock options beginning in fiscal 2024.

A summary of the Company’s stock option activity and related information follows (shares in thousands):

Year Ended
December 31, 2025 · December 26, 2024 · December 28, 2023
Options · Weighted-AverageExercisePrice · Options · Weighted-AverageExercisePrice · Options · Weighted-AverageExercisePrice
Outstanding at beginning of period2,884$23.223,173$22.692,866$23.76
Granted————52515.96
Exercised(2)13.61(129)15.34(83)13.05
Forfeited(173)20.79(160)18.94(135)25.11
Outstanding at end of period2,70923.382,88423.223,17322.69
Exercisable at end of period2,377$24.382,125$25.481,989$25.53
Weighted-average fair value of options granted during the periodn/an/a$7.86

Exercise prices for options outstanding as of December 31, 2025 ranged from $12.71 to $41.90. The weighted-average remaining contractual life of those options is 4.6 years. The weighted-average remaining contractual life of options currently exercisable is 4.3 years. There were 2,709,110 options outstanding, vested and expected to vest as of December 31, 2025, with a weighted-average exercise price of $23.38 and an intrinsic value of $405. Additional information as of December 31, 2025 related to options outstanding segregated by exercise price range is as follows (shares in thousands):

Exercise Price Range
$12.71 to $17.05$17.06 to $27.00$27.01 to $41.90
Options outstanding1,081792836
Weighted-average exercise price of options outstanding$15.97$23.04$33.29
Weighted-average remaining contractual life of options outstanding6.43.73.2
Options exercisable750791836
Weighted-average exercise price of options exercisable$15.83$23.05$33.29

The intrinsic value of options outstanding at December 31, 2025 was $405 and the intrinsic value of options exercisable at December 31, 2025 was $405. The intrinsic value of options exercised was $5, $725 and $171 during fiscal 2025, fiscal 2024 and fiscal 2023, respectively. As of December 31, 2025, total remaining unearned compensation cost related to stock options was $638, which will be amortized to expense over the remaining weighted-average life of 1.09 years.

Restricted Stock

Awarded shares of restricted stock cumulatively vest either 25% after three years of the grant date,50% after five years of the grant date,75% after ten years of the grant date and 100% upon retirement, or 50% after two years of the grant date and 100% after four years of the grant date, or 50% after two years of the grant date and 100% after three years of the grant date, depending on the date of grant. A special long-term incentive and retention award of restricted stock with a vesting period of 100% after four years of the grant date, or upon retirement after three years of the grant date, was awarded to certain executives in fiscal 2024. The restricted stock may not be sold, transferred, pledged or assigned, except as provided by the vesting schedule included in the Company’s equity incentive plan. During the period of restriction, the holder of the restricted stock has voting rights and is entitled to receive all dividends and other distributions paid with respect to the stock. Restricted stock awards may be issued from previously acquired treasury shares. The Company expenses the cost of restricted stock awards over the vesting period based on the fair value of the award at the date of grant.

A summary of the Company’s restricted stock activity and related information follows (shares in thousands):

Year Ended
December 31, 2025December 26, 2024December 28, 2023
SharesWeighted-AverageFairValueSharesWeighted-AverageFairValueSharesWeighted-AverageFairValue
Outstanding at beginning of period667$15.54238$17.41212$21.07
Granted17320.3347615.1810715.68
Vested(91)16.64(47)21.37(81)23.77
Forfeited——————
Outstanding at end of period749$15.65667$15.54238$17.41

As of December 31, 2025, total remaining unearned compensation cost related to restricted stock was $3,652, which will be amortized over the weighted-average remaining service period of 2.2 years.

Restricted Stock Units

Restricted stock units (RSUs) cumulatively vest 50% aftertwo years of the grant date and 100% after three years of the grant date. RSU awards are payable in common stock upon vesting. The Company expenses the cost of RSU awards over the vesting period based on the fair value of the awards at the date of grant.

A summary of the Company’s RSU activity and related information follows (shares in thousands):

Year Ended
December 31, 2025December 26, 2024
SharesWeighted-AverageFairValueSharesWeighted-AverageFairValue
Outstanding at beginning of period47$14.79—$—
Granted3521.865214.79
Vested——(5)14.84
Forfeited(6)17.24——
Outstanding at end of period76$17.8347$14.79

As of December 31, 2025, total remaining unearned compensation cost related to RSUs was $745, which will be amortized over the weighted-average remaining service period of 1.8 years.

Performance Stock Units

Performance stock units (PSUs) vest subject to the Company’s achievement of performance goals expressed in terms of (i) earnings before interest, taxes, depreciation and amortization, or EBITDA, growth rate ranking relative to the Russell 2000 Index with respect to 25% of the total number of performance stock unit awards, and (ii) the Company’s average return on invested capital, or ROIC, ranking relative to the Russell 2000 Index with respect to 75% of the total number of performance stock unit awards. For grants awarded in fiscal 2025, the PSU performance goals relate to thethree-year period from fiscal 2025 - 2027. For grants awarded in fiscal 2024, the PSU performance goals relate to thethree-year performance period from fiscal 2024-2026. PSU awards are payable at the end of their respective performance period in common stock, and the number of PSUs awarded can range from zero to 150% depending on the Company’s achievement of the relative performance metrics. The grant date fair value of the PSUs was determined based on the Company’s stock price at the time of the grant and the anticipated awards expected to vest. Compensation expense is recorded ratably over thethree year performance period based on the amount of the award that is expected to be earned, adjusted each reporting period based on current information,

A summary of the Company’s PSU activity and related information follows (shares in thousands):

Year Ended
December 31, 2025December 26, 2024
SharesWeighted-AverageFairValueSharesWeighted-AverageFairValue
Outstanding at beginning of period139$14.84—$—
Granted10021.8614314.84
Vested————
Forfeited(6)17.24(4)14.84
Outstanding at end of period233$17.80139$14.84

As of December 31, 2025, total remaining unearned compensation cost related to PSUs was $2,223, which will be amortized over the weighted-average remaining service period of 1.7 years.

  1. Employee Benefit Plans

The Company has a qualified profit-sharing retirement savings plan (401(k) plan) covering eligible employees. The 401(k) plan provides a matching contribution equal to 100% of the first 3% of compensation and 50% of the next 2% of compensation deposited by an employee into the 401(k) plan. The 401(k) plan is under the trusteeship of management. During fiscal 2024 and fiscal 2023, the first 2% of the matching contribution was made with the Company’s common stock. Retirement savings plan expense was $2,715, $2,326 and $2,179 for fiscal 2025, fiscal 2024 and fiscal 2023, respectively.

The Company also sponsors unfunded, nonqualified, defined-benefit and deferred compensation plans, which are under the trusteeship of management. The Company’s unfunded, nonqualified retirement plan includes two components. The first component is a defined-benefit plan that applies to certain participants. The second component applies to all other participants and provides an account-based supplemental retirement benefit.

The Company recognizes actuarial losses and prior service costs related to its defined benefit plan in the consolidated balance sheets and recognizes changes in these amounts in the year in which changes occur through comprehensive income.

  1. Employee Benefit Plans (continued)

The status of the Company’s unfunded nonqualified, defined-benefit and account-based retirement plan based on the respective December 31, 2025 and December 26, 2024 measurement dates is as follows:

December 31,2025December 26,2024
Change in benefit obligation:
Benefit obligation at beginning of period$34,983$36,349
Service cost201248
Interest cost1,8541,778
Actuarial gain(251)(1,627)
Benefits paid(1,904)(1,765)
Benefit obligation at end of year$34,883$34,983
Amounts recognized in the statement of financial position consist of:
Current accrued benefit liability (included in Other accrued liabilities)$(2,277)$(2,315)
Noncurrent accrued benefit liability (included in Other long-term obligations)(32,606)(32,668)
Total$(34,883)$(34,983)
Amounts recognized in accumulated other comprehensive loss consist of:
Net actuarial loss$126$377
Prior service credit(110)(132)
Total$16$245
Year Ended
December 31, 2025December 26, 2024December 28, 2023
Net periodic pension cost:
Service cost$201$248$487
Interest cost1,8541,7781,811
Net amortization of prior service cost and actuarial loss(23)(64)(64)
$2,032$1,962$2,234

The $12 loss, net of tax, included in accumulated other comprehensive loss at December 31, 2025, consists of the $93 net actuarial loss, net of tax, and the $81 unrecognized prior service credit, net of tax, which have not yet been recognized in the net periodic benefit cost. The $181 loss, net of tax, included in accumulated other comprehensive loss at December 26, 2024, consists of the $279 net actuarial loss, net of tax, and the $98 unrecognized prior service credit, net of tax, which have not yet been recognized in the net periodic benefit cost.

  1. Employee Benefit Plans (continued)

The accumulated benefit obligation was $34,686 and $34,480 as of December 31, 2025 and December 26, 2024, respectively.

The pre-tax change in the benefit obligation recognized in other comprehensive loss was as follows:

Year Ended
December 31, 2025December 26, 2024
Net actuarial gain$(251)(1,627)
Amortization of the prior year service credit2364
Total$(228)(1,563)

The weighted-average assumptions used to determine the benefit obligations as of the measurement dates were as follows:

December 31, 2025December 26, 2024
Discount rate5.50%5.45%
Rate of compensation increase4.00%4.00%

The weighted-average assumptions used to determine net periodic benefit cost were as follows:

Year Ended
December 31, 2025December 26, 2024December 28, 2023
Discount rate5.45%5.00%5.05%
Rate of compensation increase4.00%4.00%4.00%

Benefit payments expected to be paid subsequent to December 31, 2025, are as follows:

Fiscal Year
2026$2,339
20272,363
20282,620
20293,280
20303,312
Years 2031 – 203515,523
  1. Income Taxes

The components of the net deferred tax liability are as follows:

December 31, 2025December 26, 2024
Deferred tax assets
Accrued employee benefits$13,230$13,171
Operating lease liabilities43,11647,121
Gift card liabilities5,7016,030
Net operating loss, disallowed interest & tax credit carryforwards23,15018,784
Other135130
Total85,33285,236
Less valuation allowance(3,594)(3,583)
Deferred tax assets81,73881,653
Deferred tax liabilities
Depreciation and amortization(69,102)(68,767)
Operating lease assets(37,092)(41,549)
Deferred tax liabilities(106,194)(110,316)
Net deferred tax liability$(24,456)$(28,663)
Amounts recognized in the consolidated balance sheets consist of:
Deferred income taxes - other assets$6,449$3,956
Deferred income taxes - liabilities(30,905)(32,619)
Net amount recognized$(24,456)$(28,663)

As of December 31, 2025 and December 26, 2024, the Company had federal tax credit carryforwards of $9,067 and $3,010, respectively, and state tax credit carryforwards of $3,500 and $0, respectively. In fiscal 2025, the Company generated federal and state historic rehabilitation credits of $5,233 and $3,500, respectively, related to the renovation of the Hilton Milwaukee. In January 2026, the Company entered into a contract to sell the $3,500 state historic rehabilitation credits for $2,975 and recorded a valuation allowance of $525.

As of December 31, 2025 and December 26, 2024, the Company had state net operating loss carryforwards of $188,849 and $200,279, respectively, which will expire primarily in the next 12 to 20 years. As of December 26, 2024, the valuation allowance for a portion of the Company’s state net operating loss carryforwards that were not more likely than not to be realized was $3,583. In fiscal 2025, the Company decreased the valuation allowance for state net operating loss carryforwards by $513 to $3,070. The amount of the state net operating loss carryforwards considered realizable could be adjusted if, among other factors, estimates of future taxable income during the carryforward periods are reduced or increased.

  1. Income Taxes (continued)

Income tax expense (benefit) consists of the following:

Year Ended
December 31, 2025December 26, 2024December 28, 2023
Current:
Federal$95$846$603
State187713692
Deferred:
Federal(1,759)2,8333,900
State(2,507)(6,814)1,661
$(3,984)$(2,422)$6,856

The Company’s effective income tax rate was (45.8)%,23.7% and 31.7% for fiscal 2025, fiscal 2024 and fiscal 2023, respectively. A reconciliation of the statutory federal tax rate to the effective tax rate on earnings attributable to The Marcus Corporation follows:

Year Ended
December 31, 2025December 26, 2024December 28, 2023
AmountPercentAmountPercentAmountPercent
U.S. federal statutory tax rate$1,82821.0%$(2,144)21.0%$4,54721.0%
State income taxes, net of federal income tax effect(1)
State income taxes92610.6753(7.4)2,47211.4
State valuation allowances(406)(4.7)(6,126)60.0(817)(3.8)
State historic rehabilitation credits, net of valuation allowance(2,350)(27.0)————
Effect of changes in tax laws——————
Tax credits
Employment-related tax credits(813)(9.3)(1,301)12.7(1,207)(5.6)
Historic rehabilitation credit(5,233)(60.1)————
Nontaxable or nondeductible items
Excess tax benefits on share-based compensation1912.2334(3.3)6172.8
Other compensation & benefits1,70719.61,786(17.5)1,1785.4
Meals & entertainment3053.5261(2.6)2291.1
Debt conversion——3,888(38.1)——
Section 831(b) exclusion - captive insurance(262)(3.0)(283)2.8(215)(1.0)
Other adjustments1231.4411(3.9)530.2
Effective tax rate$(3,984)(45.8)%$(2,422)23.7%$6,85631.7%

(1) State taxes in Wisconsin made up the majority of the tax effect in this category in fiscal 2025, fiscal 2024 and fiscal 2023.

The Company's effective income tax rate during fiscal 2025 was positively impacted by the historic rehabilitation credits of $7,583, net of valuation allowance, and by a $406 release of valuation allowances previously recorded against deferred tax

  1. Income Taxes (continued)

assets for state net operating loss carryforwards (net of federal benefit). The Company has adopted the flow-through method of accounting for these credits. The Company’s effective income tax rate was negatively impacted by excess compensation subject to deduction limitations.

The Company's effective income tax rate during fiscal 2024 was positively impacted by a $7,755 decrease in the valuation allowance for state net operating loss carryforwards, partially offset by a corresponding decrease in the federal benefit on the valuation allowance of $1,629, and was negatively impacted by a nondeductible debt conversion expense resulting from the Convertible Note Repurchases and related termination of the Capped Call Transactions.

Net income taxes paid in fiscal 2025, 2024, and 2023 were $244, $1,428, and $1,776, respectively. Net income taxes paid by jurisdiction is as follows:

Year Ended
December 31, 2025December 26, 2024December 28, 2023
Federal$—$800$743
State244628$1,033
Total$244$1,428$1,776

Income taxes paid (net of refunds) exceeded 5 percent of total income taxes paid (net of refunds) in the following jurisdictions:

Year Ended
December 31, 2025December 26, 2024December 28, 2023
Illinois50417448
Minnesota17*90
Missouri4035*
New York13**
Oklahoma**179
Pennsylvania20*58
Texas1007376
  • Jurisdiction below the threshold for the period presented.

The Company hadno unrecognized tax benefits as of December 31, 2025, December 26, 2024 and December 28, 2023. The Company hadno accrued interest or penalties at December 31, 2025 or December 26, 2024. The Company classifies interest and penalties relating to income taxes as income tax expense. For the years ended December 31, 2025 and December 26, 2024, no interest income or expense was recognized in the consolidated statement of operations, compared $1 of interest expense for the year ended December 28, 2023.

The Company's federal income tax returns for fiscal 2021 and prior are no longer subject to examination. With certain exceptions, the Company's state income tax returns are no longer subject to examination prior to fiscal 2020. At this time, the Company does not expect the results from any income tax audit or appeal to have a significant impact on the Company's financial statements.

  1. Commitments and License Rights

Commitments - The Company has commitments for the completion of construction at various properties totaling approximately $5,002 at December 31, 2025.

License Rights – As of December 31, 2025, the Company had license rights to operatetwo hotels using the Hilton trademark andtwo hotels using the Marriott trademark. Under the terms of the licenses, the Company is obligated to pay fees based on defined gross sales.

  1. Joint Venture Transactions

At December 31, 2025 and December 26, 2024, the Company held investments with aggregate carrying values of $4,486 and $5,166, respectively. Investments at December 31, 2025 and at December 26, 2024 includedtwo joint ventures, both accounted for under the equity method.

In March 2024, the Company formed a joint venture with Hempel Real Estate (“Hempel”) and Robinson Park (“RP”) to acquire the Loews Minneapolis Hotel, a 248 guest room and suite full-service lifestyle hotel located in downtown Minneapolis, Minnesota. The acquired hotel was rebranded as The Lofton Hotel (“Lofton”) under the Tapestry Collection by Hilton flag. The Company invested $5,620 for a 33.3% equity interest in the Lofton joint venture and entered into a management agreement for the hotel. Subsequent to its initial investment in the joint venture, the Company sold an 8.6% interest to a minority investor for $1,500, reducing its equity interest in the Lofton joint venture to 24.7%. The Company accounts for its investment in the Lofton joint venture on the equity method.

A wholly-owned subsidiary of the Lofton joint venture entity, as the borrower, financed the acquisition of and future improvements to the hotel with a mortgage loan. In connection with this mortgage loan, the Company provided an environmental indemnity and a several payment guaranty that provides that the lender can recover losses from the Company, a principal in Hempel, and a principal in RP for certain events of default of the borrower up to $6,200 for the Company. Under the terms of a cross-indemnity agreement among the guarantors, the other two guarantors have fully indemnified the Company under the guarantees for any losses in excess of its proportionate liability under the several payment guaranty and environmental indemnity.

In December 2021, the Company formed a joint venture with Searchlight Capital Partners (“Searchlight”) to acquire the Kimpton Hotel Monaco Pittsburgh (“Monaco”), a 248-room upper upscale hotel in downtown Pittsburgh, Pennsylvania. The Company has a 10% equity interest in the Monaco joint venture and has a management agreement with the hotel. The Monaco joint venture entity, as the borrower, financed the acquisition of Monaco with a non-recourse mortgage loan. In connection with this mortgage loan, the Company provided an environmental indemnity and a “bad boy” guaranty that provides that the lender can recover losses from the Company for certain bad acts of the Monaco joint venture, such as but not limited to fraud, intentional misrepresentation, voluntary incurrence of prohibited debt, prohibited transfers of the collateral, and voluntary bankruptcy of the Monaco joint venture. Under the terms of the Monaco joint venture operating agreement, Searchlight has fully indemnified the Company under the “bad boy” guarantees for any losses other than those attributable to the Company’s own bad acts and has indemnified the Company to its proportionate liability under the environmental liability.

  1. Business Segment Information

The Company’s primary operations are reported in the followingtwo business segments: movie theatres and hotels and resorts. The Marcus Corporation’s chief operating decision maker (CODM) is the Company’s Chief Executive Officer. The measure of segment profit and loss the CODM uses to evaluate performance is operating income of each segment. The CODM uses this measure to evaluate trends and assess segment operating performance as compared to budget, historical periods, the industries each segment operates in and their competition in order to determine how to allocate resources to each segment. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies.

Following is a summary of business segment information for fiscal 2025, fiscal 2024 and fiscal 2023:

Theatres · Hotels/Resorts · Total
Total Revenues$462,741$295,269$758,010
Less: Costs and expenses
Theatre operations234,680—234,680
Rooms—43,62443,624
Theatre concessions82,169—82,169
Food and beverage—63,90063,900
Advertising and marketing6,75219,08025,832
Administrative23,76344,20167,964
Depreciation and amortization41,75526,87368,628
Rent22,9461,87524,821
Property taxes10,5615,47916,040
Impairment charges5,172—5,172
Reimbursed costs3,05137,64940,700
Other segment items (2)2,45538,17240,627
Total costs and expenses433,304280,853714,157
Operating income$29,437$14,416$43,853
Investment income878
Interest expense(11,472)
Other income (expense), net2,848
Equity losses from unconsolidated joint ventures, net(611)
Corporate items (1)(26,789)
Net earnings before income taxes$8,707
Theatres · Hotels/Resorts · CorporateItems (1) · Total
Additional Disclosures
Share-based compensation$1,015$1,153$5,334$7,502
Assets606,256333,92274,3541,014,532
Capital expenditures28,35151,8932,96783,211
  1. Business Segment Information (continued)
Theatres · Hotels/Resorts · Total
Total Revenues$447,723$287,506$735,229
Less: Costs and expenses
Theatre operations225,472—225,472
Rooms—43,42543,425
Theatre concessions78,406—78,406
Food and beverage—60,41960,419
Advertising and marketing5,48518,90324,388
Administrative23,30442,54065,844
Depreciation and amortization45,35221,91767,269
Rent23,5511,89925,450
Property taxes9,6075,02914,636
Impairment charges6,823—6,823
Reimbursed costs1,31439,16040,474
Other segment items (2)6,26235,73741,999
Total costs and expenses425,576269,029694,605
Operating income$22,147$18,477$40,624
Investment income2,231
Interest expense(10,972)
Other income (expense), net(1,513)
Debt conversion expense(15,521)
Equity losses from unconsolidated joint ventures, net(604)
Corporate items (1)(24,454)
Net loss before income taxes$(10,209)
Theatres · Hotels/Resorts · CorporateItems (1) · Total
Additional Disclosures
Share-based compensation$932$1,053$6,221$8,206
Assets643,488310,85690,1841,044,528
Capital expenditures20,96148,9309,31979,210
  1. Business Segment Information (continued)
Theatres · Hotels/Resorts · Total
Total Revenues$458,394$270,835$729,229
Less: Costs and expenses
Theatre operations230,770—230,770
Rooms—41,07141,071
Theatre concessions75,903—75,903
Food and beverage—57,87157,871
Advertising and marketing4,27718,36222,639
Administrative23,60935,42359,032
Depreciation and amortization48,37818,56966,947
Rent23,9521,80125,753
Property taxes12,2535,58317,836
Impairment charges1,061—1,061
Reimbursed costs—37,42037,420
Other segment items (2)2,01537,22239,237
Total costs and expenses422,218253,322675,540
Operating income$36,176$17,513$53,689
Investment income2,426
Interest expense(12,721)
Other income (expense), net(1,832)
Equity losses from unconsolidated joint ventures, net(149)
Corporate items (1)(19,763)
Net earnings before income taxes$21,650
Theatres · Hotels/Resorts · CorporateItems (1) · Total
Additional Disclosures
Share-based compensation$900$979$4,515$6,394
Assets696,128280,56888,4071,065,103
Capital expenditures15,13122,89075338,774

(1) Corporate items include amounts not allocable to the business segments. Corporate revenues consist principally of rent and the corporate operating loss includes general corporate expenses. Corporate information technology costs and accounting shared services costs are allocated to the business segments based upon several factors, including actual usage and segment revenues. Corporate assets primarily include cash and cash equivalents, furniture, fixtures and equipment, investments and land held for development.

(2) Other segment items includes losses or gains on disposition of property, equipment and other assets, preopening expenses, and other operating expenses.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.