# MARCUS CORP (MCS) Informational only - not investment advice. CIK: 0000062234 SIC: 7830 Services-Motion Picture Theaters SIC breadcrumb: [Services](/division/I/) > [Motion Pictures](/major-group/78/) > [SIC 7830 Services-Motion Picture Theaters](/industry/7830/) Latest 10-K filed: 2026-02-27 SEC page: https://www.sec.gov/edgar/browse/?CIK=62234 Filing source: https://www.sec.gov/Archives/edgar/data/62234/000006223426000011/mcs-20251231.htm ## Selected Fundamentals | Metric | Value | Unit | FY | Filed | | --- | ---: | --- | ---: | --- | | Revenue | 758458000 | USD | 2025 | 2026-02-27 | | Net income | 12691000 | USD | 2025 | 2026-02-27 | | Assets | 1014532000 | USD | 2025 | 2026-02-27 | ## Financials Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-27. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000062234.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts. | Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | | --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | | Revenue | 574,324,000 | 653,552,000 | 707,120,000 | 820,863,000 | 237,688,000 | 458,244,000 | 677,394,000 | 729,575,000 | 735,560,000 | 758,458,000 | | Net income | 37,902,000 | 64,996,000 | 53,391,000 | 42,017,000 | -124,843,000 | -43,293,000 | -11,972,000 | 14,794,000 | -7,787,000 | 12,691,000 | | Operating income | 71,473,000 | 77,307,000 | 83,189,000 | 68,191,000 | -178,422,000 | -41,452,000 | 8,306,000 | 33,926,000 | 16,170,000 | 17,064,000 | | Operating cash flow | 82,655,000 | 109,036,000 | 137,389,000 | 141,479,000 | -68,554,000 | 46,251,000 | 93,209,000 | 102,629,000 | 103,940,000 | 84,200,000 | | Capital expenditures | 83,606,000 | 114,804,000 | 58,660,000 | 64,086,000 | 21,363,000 | 17,082,000 | 36,843,000 | 38,774,000 | 79,210,000 | 83,211,000 | | Dividends paid | 12,037,000 | 13,504,000 | 16,414,000 | 19,311,000 | 5,145,000 | 0.00 | 3,080,000 | 7,449,000 | 8,784,000 | 9,158,000 | | Assets | 911,266,000 | 1,017,797,000 | 989,331,000 | 1,359,186,000 | 1,254,178,000 | 1,188,361,000 | 1,064,598,000 | 1,065,103,000 | 1,044,528,000 | 1,014,532,000 | | Stockholders' equity | 390,112,000 | 445,024,000 | 490,009,000 | 621,435,000 | 498,723,000 | 453,614,000 | 456,097,000 | 471,172,000 | 464,866,000 | 457,378,000 | | Cash and cash equivalents | 3,239,000 | 16,248,000 | 17,114,000 | 20,862,000 | 6,745,000 | 17,658,000 | 21,704,000 | 55,589,000 | 40,841,000 | 23,448,000 | | Free cash flow | -951,000 | -5,768,000 | 78,729,000 | 77,393,000 | -89,917,000 | 29,169,000 | 56,366,000 | 63,855,000 | 24,730,000 | 989,000 | ### Ratios ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported. | Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | | --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | | Net margin | 6.60% | 9.95% | 7.55% | 5.12% | -52.52% | -9.45% | -1.77% | 2.03% | -1.06% | 1.67% | | Operating margin | 12.44% | 11.83% | 11.76% | 8.31% | -75.07% | -9.05% | 1.23% | 4.65% | 2.20% | 2.25% | | Return on equity | 9.72% | 14.61% | 10.90% | 6.76% | -25.03% | -9.54% | -2.62% | 3.14% | -1.68% | 2.77% | | Return on assets | 4.16% | 6.39% | 5.40% | 3.09% | -9.95% | -3.64% | -1.12% | 1.39% | -0.75% | 1.25% | | Current ratio | 0.28 | 0.48 | 0.46 | 0.45 | 0.31 | 0.47 | 0.41 | 0.62 | 0.52 | 0.40 | ## Quarterly Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-04-30. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000062234.json. Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived. | Quarter | End date | Revenue | Net income | Diluted EPS | Method | | --- | --- | ---: | ---: | ---: | --- | | 2014-Q3 | 2014-02-27 | | | 0.15 | reported discrete quarter | | 2023-Q2 | 2023-06-29 | 207,007,000 | 13,466,000 | | reported discrete quarter | | 2023-Q3 | 2023-09-28 | 208,766,000 | 12,234,000 | | reported discrete quarter | | 2023-Q4 | 2023-12-28 | 161,526,000 | -1,440,000 | | derived Q4 = FY annual - nine-month YTD | | 2024-Q1 | 2024-03-28 | 138,547,000 | -11,866,000 | | reported discrete quarter | | 2024-Q2 | 2024-06-27 | 176,032,000 | -20,221,000 | | reported discrete quarter | | 2024-Q3 | 2024-09-26 | 232,668,000 | 23,314,000 | | reported discrete quarter | | 2024-Q4 | 2024-12-26 | 188,313,000 | 986,000 | | derived Q4 = FY annual - nine-month YTD | | 2025-Q1 | 2025-03-31 | 148,766,000 | -16,816,000 | | reported discrete quarter | | 2025-Q2 | 2025-06-30 | 206,043,000 | 7,321,000 | | reported discrete quarter | | 2025-Q3 | 2025-09-30 | 210,151,000 | 16,230,000 | | reported discrete quarter | | 2025-Q4 | 2025-12-31 | 193,498,000 | 5,956,000 | | derived Q4 = FY annual - nine-month YTD | | 2026-Q1 | 2026-03-31 | 154,404,000 | -15,353,000 | | reported discrete quarter | ## Macro Cross-References - [CPIAUCSL](/indicator/CPIAUCSL/): Consumer Price Index for All Urban Consumers: All Items in U.S. City Average - [UNRATE](/indicator/UNRATE/): Unemployment Rate - [FEDFUNDS](/indicator/FEDFUNDS/): Federal Funds Effective Rate - [CES0500000003](/indicator/CES0500000003/): Average Hourly Earnings of All Employees, Total Private - [DFEDTARU](/indicator/DFEDTARU/): Federal Funds Target Range - Upper Limit - [DFEDTARL](/indicator/DFEDTARL/): Federal Funds Target Range - Lower Limit - [DGS3MO](/indicator/DGS3MO/): Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity - [DGS2](/indicator/DGS2/): Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity - [DGS10](/indicator/DGS10/): Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity - [DGS30](/indicator/DGS30/): Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity - [T10Y2Y](/indicator/T10Y2Y/): 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity - [CPILFESL](/indicator/CPILFESL/): Consumer Price Index for All Urban Consumers: All Items Less Food and Energy - [CPIUFDSL](/indicator/CPIUFDSL/): Consumer Price Index for All Urban Consumers: Food - [CPIENGSL](/indicator/CPIENGSL/): Consumer Price Index for All Urban Consumers: Energy - [CUSR0000SAH1](/indicator/CUSR0000SAH1/): Consumer Price Index for All Urban Consumers: Shelter - [PCEPI](/indicator/PCEPI/): Personal Consumption Expenditures: Chain-type Price Index - [PCEPILFE](/indicator/PCEPILFE/): Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index - [PPIACO](/indicator/PPIACO/): Producer Price Index by Commodity: All Commodities - [T10YIE](/indicator/T10YIE/): 10-Year Breakeven Inflation Rate - [U6RATE](/indicator/U6RATE/): Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons - [PAYEMS](/indicator/PAYEMS/): All Employees, Total Nonfarm - [CIVPART](/indicator/CIVPART/): Labor Force Participation Rate - [EMRATIO](/indicator/EMRATIO/): Employment-Population Ratio - [UNEMPLOY](/indicator/UNEMPLOY/): Unemployed - [CE16OV](/indicator/CE16OV/): Employment Level - [ICSA](/indicator/ICSA/): Initial Claims - [JTSJOL](/indicator/JTSJOL/): Job Openings: Total Nonfarm - [JTSQUR](/indicator/JTSQUR/): Quits: Total Nonfarm - [GDPC1](/indicator/GDPC1/): Real Gross Domestic Product - [A191RL1Q225SBEA](/indicator/A191RL1Q225SBEA/): Real Gross Domestic Product: Percent Change from Preceding Period - [INDPRO](/indicator/INDPRO/): Industrial Production: Total Index - [TCU](/indicator/TCU/): Capacity Utilization: Total Index - [HOUST](/indicator/HOUST/): New Privately-Owned Housing Units Started: Total Units - [PERMIT](/indicator/PERMIT/): New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units - [RSAFS](/indicator/RSAFS/): Advance Retail Sales: Retail Trade - [PCE](/indicator/PCE/): Personal Consumption Expenditures - [DSPIC96](/indicator/DSPIC96/): Real Disposable Personal Income - [PSAVERT](/indicator/PSAVERT/): Personal Saving Rate - [M2SL](/indicator/M2SL/): M2 - [BOPGSTB](/indicator/BOPGSTB/): U.S. International Trade in Goods and Services: Balance - [MSPUS](/indicator/MSPUS/): Median Sales Price of Houses Sold for the United States - [HSN1F](/indicator/HSN1F/): New One Family Houses Sold: United States - [RHORUSQ156N](/indicator/RHORUSQ156N/): Homeownership Rate in the United States - [TTLCONS](/indicator/TTLCONS/): Total Construction Spending: Total Construction in the United States - [RRVRUSQ156N](/indicator/RRVRUSQ156N/): Rental Vacancy Rate in the United States - [TOTALSL](/indicator/TOTALSL/): Total Consumer Credit Owned and Securitized - [REVOLSL](/indicator/REVOLSL/): Revolving Consumer Credit Owned and Securitized - [DRCCLACBS](/indicator/DRCCLACBS/): Delinquency Rate on Credit Card Loans, All Commercial Banks - [GDP](/indicator/GDP/): Gross Domestic Product - [GPDI](/indicator/GPDI/): Gross Private Domestic Investment - [GCE](/indicator/GCE/): Government Consumption Expenditures and Gross Investment - [PCEC](/indicator/PCEC/): Personal Consumption Expenditures - [NETEXP](/indicator/NETEXP/): Net Exports of Goods and Services - [GFDEBTN](/indicator/GFDEBTN/): Federal Debt: Total Public Debt - [GFDEGDQ188S](/indicator/GFDEGDQ188S/): Federal Debt: Total Public Debt as Percent of Gross Domestic Product - [FYFSD](/indicator/FYFSD/): Federal Surplus or Deficit - [FGRECPT](/indicator/FGRECPT/): Federal Government Current Receipts - [FGEXPND](/indicator/FGEXPND/): Federal Government: Current Expenditures - [MANEMP](/indicator/MANEMP/): All Employees, Manufacturing - [USCONS](/indicator/USCONS/): All Employees, Construction - [USTRADE](/indicator/USTRADE/): All Employees, Retail Trade - [USFIRE](/indicator/USFIRE/): All Employees, Financial Activities - [USGOVT](/indicator/USGOVT/): All Employees, Government - [AWHAETP](/indicator/AWHAETP/): Average Weekly Hours of All Employees, Total Private - [DGORDER](/indicator/DGORDER/): Manufacturers' New Orders: Durable Goods - [NEWORDER](/indicator/NEWORDER/): Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft - [BUSINV](/indicator/BUSINV/): Total Business Inventories - [EXPGS](/indicator/EXPGS/): Exports of Goods and Services - [IMPGS](/indicator/IMPGS/): Imports of Goods and Services - [IR](/indicator/IR/): Import Price Index (End Use): All Commodities - [PPIFIS](/indicator/PPIFIS/): Producer Price Index by Commodity: Final Demand ## Latest quarter (10-Q) Latest 10-Q source: https://www.sec.gov/Archives/edgar/data/62234/000006223426000028/mcs-20260331.htm Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Confidence: high Filing date: 2026-04-30 Report date: 2026-03-31 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Special Note Regarding Forward-Looking Statements Certain matters discussed in this Quarterly Report on Form 10-Q and the accompanying Management’s Discussion and Analysis, are “forward-looking statements” intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements may generally be identified as such because the context of such statements include words such as we “believe,” “anticipate,” “expect” or words of similar import. Similarly, statements that describe our future plans, objectives or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties which may cause results to differ materially from those expected, including, but not limited to, the following: (1) the adverse effects future pandemics or epidemics may have on our theatre and hotels and resorts businesses, results of operations, liquidity, cash flows, financial condition, access to credit markets and ability to service our existing and future indebtedness; (2) the availability, in terms of both quantity and audience appeal, of motion pictures for our theatre division (including disruptions in the production of films due to events such as tariffs or a strike by actors, writers or directors or future pandemics); (3) the effects of theatre industry dynamics such as the maintenance of a suitable window between the date such motion pictures are released in theatres and the date they are released to other distribution channels; (4) the effects of adverse economic conditions in our markets; (5) the effects of adverse economic conditions on our ability to obtain financing on reasonable and acceptable terms, if at all; (6) the effects on our occupancy and room rates caused by the relative industry supply of available rooms at comparable lodging facilities in our markets; (7) the effects of competitive conditions in our markets; (8) our ability to achieve expected benefits and performance from our strategic initiatives and acquisitions; (9) the effects of increasing depreciation expenses, reduced operating profits during major property renovations, impairment losses, and preopening and start-up costs due to the capital intensive nature of our business; (10) the effects of changes in the availability of and cost of labor and other supplies essential to the operation of our business; (11) the effects of tariffs that are implemented or merely threatened on our costs; (12) the effects of weather conditions, particularly during the winter in the Midwest and in our other markets; (13) our ability to identify properties to acquire, develop and/or manage and the continuing availability of funds for such development; (14) the adverse impact on business and consumer spending on travel, leisure and entertainment resulting from terrorist attacks in the United States or other incidents of violence in public venues such as hotels and movie theatres; and (15) a disruption in our business and reputational and economic risks associated with civil securities claims brought by shareholders. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. Our forward-looking statements are based upon our assumptions, which are based upon currently available information. Shareholders, potential investors and other readers are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements made herein are made only as of the date of this Form 10-Q and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances. RESULTS OF OPERATIONS General For fiscal 2024 and prior periods, we reported our consolidated and individual segment results of operations on a 52- or 53-week fiscal year ending on the last Thursday in December, dividing our fiscal year into three 13-week quarters and a final quarter consisting of 13 or 14 weeks. Fiscal 2024 was a 52-week year with 364 operating days, beginning on December 29, 2023 and ending on December 26, 2024. Beginning on December 27, 2024, our fiscal year changed to a calendar fiscal year ending on December 31 of each year. Accordingly, effective for our fiscal year ending December 31, 2025, our quarterly results were three month periods ending March 31, June 30, September 30 and December 31. Fiscal 2025 was a 370 operating day year beginning on December 27, 2024 and ending on December 31, 2025 (comprised of five operating days between December 27-31, 2024, plus 365 operating days in calendar year 2025). Fiscal 2026 is a 365 operating day year beginning on January 1, 2026 and ending on December 31, 2026. 15 Table of Contents The first quarter of 2026 consisted of the three month period beginning on January 1, 2026 and ended on March 31, 2026 and included five fewer operating days compared to the prior year fiscal first quarter. The first quarter of fiscal 2025 consisted of the three month period beginning December 27, 2024 and ended on March 31, 2025 (comprised of five operating days between December 27-31, 2024, plus 90 operating days in the calendar first quarter of 2025). Our primary operations are reported in the following two business segments: movie theatres and hotels and resorts. Within this MD&A, amounts for totals, subtotals, and variances may not recalculate exactly within tables due to rounding as they are calculated using the unrounded numbers. Overall Results The following table sets forth revenues, operating loss, other income (expense), net loss, and net loss per diluted common share for the first quarter of fiscal 2026 and fiscal 2025 (in millions, except for per share and variance percentage data): First Quarter Variance F2026 F2025 Amt. Pct. Revenues $ 154.4  $ 148.8  $ 5.6  3.8  % Operating loss (19.3) (20.4) 1.2  5.6  % Other income (expense) (3.7) (3.8) —  0.8  % Net loss $ (15.4) $ (16.8) $ 1.5  8.7  % Net loss per common share - diluted $ (0.51) $ (0.54) $ 0.03  5.6  % Revenues increased during the first quarter of fiscal 2026 compared to the first quarter of fiscal 2025 due to increased revenues from both our theatre division and hotels and resorts division. Our first quarter is typically the seasonally weakest quarter of our fiscal year due to the traditionally reduced level of winter travel at our predominantly Midwestern portfolio of owned hotels. Additionally, the first quarter of fiscal 2026 included five less operating days compared to the first quarter of fiscal 2025, negatively impacting revenue growth by approximately $15.3 million. Operating loss during the first quarter of fiscal 2026 improved by $1.2 million compared to the first quarter of fiscal 2025 due to increased revenues from our theatre division, partially offset by a $5.3 million unfavorable impact as a result of five fewer operating days, a decrease in revenue before cost reimbursements from our hotels and resorts division, and an increase in corporate expenses. Operating loss during the first quarter of fiscal 2026 was negatively impacted by a $0.1 million loss on disposition of property, equipment and other assets, compared to a $1.4 million gain on disposition of property, equipment and other assets related to the sale of surplus land during the first quarter of fiscal 2025. Corporate expenses during the first quarter of fiscal 2026 increased $0.4 million compared to the first quarter of fiscal 2025 due to increased non-cash stock compensation, incentive compensation expenses, personnel and benefits cost inflation, and director compensation, partially offset by decreased professional fees related to tax, audit, and legal services. Our interest expense totaled $2.6 million for the first quarter of fiscal 2026, compared to $2.8 million for the first quarter of fiscal 2025. The decrease in interest expense during the first quarter of fiscal 2026 was primarily due to decreased borrowings and a decrease in non-cash amortization of deferred financing costs. Changes in our borrowing levels due to variations in our operating results, capital expenditures, acquisition opportunities (or the lack thereof) and asset sale proceeds, among other items, may impact, either favorably or unfavorably, our actual reported interest expense in future periods, as may changes in short-term interest rates. We did not have any significant variations in investment income, other expenses, and equity losses from unconsolidated joint ventures during the first quarter of fiscal 2026, compared to the first quarter of fiscal 2025. Net loss and net loss per diluted common share improved during the first quarter of fiscal 2026 compared to the first quarter of fiscal 2025, resulting primarily from a decrease in operating loss as described above. We reported income tax benefit of $7.6 million for the first quarter of fiscal 2026 compared to benefit of $7.4 million for the first quarter of fiscal 2025. Our fiscal 2026 first quarter effective income tax rate was 33.2% compared to our fiscal 2025 first quarter effective income tax rate of 30.4%. The effective income tax rate in both fiscal 2026 first quarter and 16 Table of Contents fiscal 2025 first quarter were negatively impacted by excess compensation subject to deduction limitations. We anticipate that our effective income tax rate for fiscal 2026 may be in the 32% to 34% range, excluding any potential changes in federal or state income tax rates, valuation allowance adjustments or other one-time tax benefits. Our actual fiscal 2026 effective income tax rate may be different from our estimated quarterly rates depending upon actual facts and circumstances. Theatres The following table sets forth revenues, operating loss and operating margin for our theatre division for the first quarter of fiscal 2026 and fiscal 2025 (in millions, except for variance percentage and operating margin): First Quarter Variance F2026 F2025 Amt. Pct. Total revenues $ 92.9  $ 87.4  $ 5.6  6.4  % Total revenues before cost reimbursements 92.2  86.5  5.7  6.6  % Operating loss (2.8) (6.3) 3.5  55.3  % Operating margin(1) (3.0) % (7.3) % Adjusted EBITDA(2) 8.0  3.7  4.3  117.1  % Adjusted EBITDA margin(2) 8.7  % 4.3  % (1)Operating margin is defined as operating income divided by total revenues before cost reimbursements. (2)See Adjusted EBITDA section below for further discussion and non-GAAP reconciliations. Adjusted EBITDA margin is defined as Adjusted EBITDA divided by total revenues before cost reimbursements. See Adjusted EBITDA section below for further discussion and non-GAAP reconciliations. Revenues and operating loss for the Theatre division improved during the first quarter of fiscal 2026 compared to the first quarter of fiscal 2025, due to increased attendance driven by stronger performances from films and a $0.4 million decrease in depreciation expense, partially offset by five fewer operating days in the first quarter of fiscal 2026 compared to the first quarter of fiscal 2025. The five fewer operating days in the first quarter of fiscal 2026 (which occurred between the Christmas and New Year’s holidays in the prior year period) negatively impacted revenue growth by $12.2 million and the change in operating loss by approximately $5.0 million. Additionally, operating loss in the prior year period was favorably impacted by a $1.4 million gain on disposition of property, equipment and other assets related to the sale of [Excerpt truncated for page length; source filing is linked above.] ## Latest 10-K MD&A Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Published MD&A gate trimmed front/tail over-capture. Confidence: high Item 7.    Management’s Discussion and Analysis of Financial Condition and Results of Operations. General Beginning in fiscal 2025, our fiscal year changed to a fiscal year ending on December 31 of each year. Fiscal 2025 was a 370 operating day year beginning on December 27, 2024 and ending on December 31, 2025 (comprised of five operating days between December 27-31, 2024, plus 365 operating days in calendar year 2025). Accordingly, for our fiscal year ended December 31, 2025, our quarterly results were for three month periods ended March 31, June 30, September 30 and December 31. For fiscal 2024 and prior periods, we reported our consolidated and individual segment results of operations on a 52- or 53-week fiscal year ending on the last Thursday in December, dividing our fiscal year into three 13-week quarters and a final quarter consisting of 13 or 14 weeks. Fiscal 2024 was a 52-week year with 364 operating days, beginning on December 29, 2023 and ending on December 26, 2024. Fiscal 2023 was a 52-week year with 364 operating days, beginning on December 30, 2022 and ending on December 28, 2023. Fiscal 2026 will be a 365 operating day year beginning on January 1, 2026 and ending on December 31, 2026, with quarterly results for the three month periods ending March 31, June 30, September 30 and December 31. Our first fiscal quarter typically produces the weakest operating results in our hotels and resorts division due primarily to the effects of reduced travel during the winter months. The quality of film product in any given quarter typically impacts the operating results in our theatre division. Our second and third fiscal quarters generally produce our strongest operating results because these periods coincide with the typical summer seasonality of the movie theatre industry and the summer strength of the lodging business. Due to the fact that the week between Christmas and New Year’s Eve is historically one of the strongest weeks of the year for our theatre division, the specific timing of the last Thursday in December has historically impacted the results of our fiscal first and fourth quarters in that division. Due to the transition in our fiscal year during fiscal 2025 described above, the first quarter of fiscal 2025 included five days during the week between Christmas and New Year’s Eve, and the fourth quarter of fiscal 2025 included the entire week between Christmas and New Year’s Eve. Our primary operations are reported in two business segments: theatres and hotels and resorts. This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) generally discusses fiscal 2025 and 24 Table of Contents fiscal 2024 items and year-to-year comparisons between fiscal 2025 and fiscal 2024. Discussions of fiscal 2023 items and year-to-year comparisons between fiscal 2024 and fiscal 2023 that are not included in this MD&A can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 26, 2024. Within this MD&A amounts for totals, subtotals, and variances may not recalculate exactly within tables due to rounding as they are calculated using the unrounded numbers. Current Plans Our aggregate cash capital expenditures, acquisitions and net purchases of interests in, and contributions to, joint ventures were $83.2 million during fiscal 2025, compared to $83.3 million during fiscal 2024 and $38.8 million during fiscal 2023. We currently estimate that cash capital expenditures during fiscal 2026 will be in the $50 - $55 million range, with significant investments in our hotels division now behind us as discussed below. We will, however, continue to monitor our operating results and economic and industry conditions so that we may adjust our plans accordingly. Our current strategic plans include the following goals and strategies: Theatres •Maximize and leverage our current assets. We have invested approximately $340 million to further enhance the movie-going experience and amenities in new and existing theatres over the last ten years. These investments have included: ◦DreamLoungerSM recliner seating additions. As of December 31, 2025, we offered all DreamLounger recliner seating in 66 theatres, representing approximately 86% of our company-owned theatres. Including our premium, large format (PLF) auditoriums with recliner seating, as of December 31, 2025, we offered our DreamLounger recliner seating in approximately 88% of our company-owned screens, a percentage we believe to be the highest among the largest theatre chains in the nation. ◦UltraScreen DLX®, SuperScreen DLX® (DreamLounger eXperience) and ScreenX conversions. As of December 31, 2025, we had a total of 126 PLF screens at 64 of our theatre locations (31 UltraScreen DLX auditoriums, one traditional UltraScreen® auditorium, 87 SuperScreen DLX auditoriums - a slightly smaller screen than an UltraScreen but with the same DreamLounger seating and Dolby Atmos sound - four ScreenX auditoriums, and three IMAX® PLF screens). In fiscal 2023, we introduced our first ScreenX auditorium featuring 270-degree projection providing guests with an immersive viewing experience, and we added three additional ScreenX auditoriums at additional theatres in fiscal 2025. As of December 31, 2025, we offered at least one PLF screen in approximately 83% of our company-owned theatres, once again a percentage we believe to be the highest percentage among the largest theatre chains in the nation. In addition, as of December 31, 2025 we offered more than one PLF screen in approximately 62% of our company-owned theatres, which we believe gives us significant operational flexibility to maximize revenue by showing more than one major film on PLF screens at a theatre, particularly during opening weekends for films and at peak times during the year. Our PLF screens generally have higher per-screen revenues and draw customers from a larger geographic region compared to our standard screens, and we charge a premium price to our guests for this experience. ◦Signature cocktail and dining concepts. We have continued to further enhance our food and beverage offerings within our existing theatres. We believe our 50-plus years of food and beverage experience in the hotel and restaurant businesses provides us with a unique advantage and expertise that we can leverage to further grow revenues in our theatres. As of December 31, 2025, we offered bars/full liquor service under the concepts Take Five Lounge, Take Five Express and The Tavern at 48 theatres, representing approximately 62% of our company-owned theatres. In select locations without a Take Five Lounge outlet, we offer beer and wine at the Zaffiro’s Express outlet. As of December 31, 2025, we also offered one or more in-lobby dining concepts, including the pizza concept Zaffiro’s® Express and hamburger and other Americana fare concept Reel Sizzle, in 39 theatres, representing approximately 68% 25 Table of Contents of our company-owned theatres (excluding our in-theatre dining theatres). We also operate three Zaffiro’s® Pizzeria and Bar full-service restaurants. ◦In-theatre dining concepts. As of December 31, 2025, we offered a complete menu of drinks and chef-prepared salads, sandwiches, entrées and desserts at 20 theatres, representing approximately 26% of our company-owned theatres, through two service models. At 14 theatres we offer in-theatre dining operating under the BistroPlex® and Movie Tavern by Marcus brands with ordering at the bar, online, mobile app/web, and in select locations with servers, for food delivery to seats. In addition, at 6 theatres with in-theatre dining operating under the Movie Tavern by Marcus and Marcus Theatres brands, we also offer the same complete menu available to order at the concession stand in addition to ordering with online, mobile app/web for delivery to seats or pickup at the concession stand. Including these dining concepts, as of December 31, 2025, we offered one or more expanded food & beverage option in 59 theatres, representing approximately 77% of our company-owned theatres. ◦In-lobby concession stands. In addition to these dining concepts, all of our Marcus Theatres locations offer traditional concessions sold through in-lobby concession stands. While all of our Movie Tavern by Marcus locations offer in-theatre dining, in fiscal 2022 we began adding in-lobby concession stands to acquired Movie Tavern by Marcus locations to enhance concessions sales and reduce labor costs. As of December 31, 2025, we operated in-lobby concession stands at six of our 20 in-theatre dining locations. During fiscal 2026 and beyond, we expect to execute on a number of strategies to further maximize and leverage our existing assets. These strategies are expected to include: ◦Opportunistically expanding the number of our PLF formats described above to meet consumer demand. Our guests have shown a strong preference for viewing blockbuster films on the largest screen available. Our goal is to have multiple PLF auditoriums in as many theatres as physically and financially viable in order to provide PLF formats to our guests for more than one blockbuster film at a time. ◦Expanding and evolving our food and beverage operations described above. We will continue to test new concepts and enhance our existing concepts in order to provide further options to our guests and increase our average concession/food and beverage revenues per person. In fiscal 2025, we began testing new lobby concession stand queuing line configurations that integrate merchandise displays for grab-n-go candy, snacks, select food items and souvenir merchandise as part of the queuing line. We expect to expand the use of these queuing line merchandise displays to additional theatres in fiscal 2026. Strategies may also include expanded sports programming, live bingo and other entertainment options in our signature bars. Additionally, we expect to continue refining the service model at our Movie Tavern by Marcus locations to optimize the use of servers, mobile ordering, and/or add additional concession stands and maximize our food and beverage revenues. In fiscal 2025, we began testing QR code mobile food and beverage ordering for delivery to seats at select in-theatre dining locations. We expect to expand the number of locations with QR code mobile ordering, both for seat delivery and for concession stand order pickup, in fiscal 2026. ◦Evolving and investing in what we believe to be our best-in-class customer loyalty program called Magical Movie RewardsSM (“MMR”). We currently have approximately 6.9 million members enrolled in the program. Approximately 50% of all box office transactions and 44% of total transactions in our theatres during fiscal 2025 were completed by registered members of the loyalty program. We believe that this program contributes to increased movie-going frequency, more frequent visits to the concession stand, increased loyalty to Marcus Theatres and, ultimately, improved operating results. In fiscal 2026, we plan to further enhance loyalty data insights on customer preferences, habits and tendencies, facilitating more targeted and effective marketing efforts that are tailored to MMR members. ◦Modernizing pricing strategies based upon consumer demand. We currently offer a number of very successful pricing promotions, including “Value Tuesday,” “Student Thursday” and a “Young-at-Heart” program for seniors on Friday afternoons. During fiscal 2024, we also introduced an Everyday Matinee for seniors and children, offering a discounted admission for showtimes before 4 p.m. and have continued to make strategic price alterations to the program throughout fiscal 2025 to optimize revenue. We believe these promotions have increased movie going frequency and reached a customer who may have stopped 26 Table of Contents going to the movies because of price, without adversely impacting the movie-going habits of our regular weekend customers. Conversely, we charge a higher ticket price for PLF screens and have implemented higher pricing on Friday and Saturday evenings during certain peak moviegoing times of the year. We expect to continue to optimize revenue management and implement additional pricing strategies based upon consumer demand. ◦Delivering a best-in-class digital experience through a feature-rich app and website ensuring a frictionless customer journey. We continue to enhance our mobile ticketing capabilities, our downloadable Marcus Theatres mobile application and our marcustheatres.com website. Our mobile application offers food and beverage ordering capabilities at all of our theatres. In fiscal 2025, we launched a redesigned ticketing website, including enhancements to streamline the ticket ordering process for mobile users with digital wallet payment methods. In early fiscal 2026, we launched a redesigned marcustheatres.com website that improves the overall customer experience, and we plan to make additional investments in our website and mobile app technology to further improve ease-of-use for food and beverage ordering. We have continued to install additional theatre-level technology, such as new digital menu boards and concession advertising monitors. Each of these enhancements is designed to improve customer interactions, both at the theatre and through mobile platforms and other electronic devices, while enhancing add-on food and beverage sales opportunities through promotion and on-screen offers. We also believe that maximizing the use of these technology enhancements will improve labor productivity and efficiency. ◦Utilizing artificial intelligence (AI) technology to optimize revenues and improve efficiency in various aspects of the business. We expect this to include pricing optimization, marketing data analytics, labor management, showtime and screen management, and overall efficiency in administrative functions. ◦Exploring new lobby monetization initiatives. Lobby innovations may include, but not be limited to, unique experiential displays, video and redemption games and other interactive options for our guests. ◦Executing multiple strategies designed to further increase revenues and improve the profitability of our existing theatres. These strategies include various cost control efforts, as well as plans to expand ancillary theatre revenues, such as pre-show advertising, lobby advertising, post transaction click-through advertising, additional corporate and group sales and sponsorships. ◦Continually evaluating the financial viability of our existing assets. During fiscal 2023, we made decisions to close several underperforming theatres, including three owned theatres in Minnesota and two owned theatres and one leased theatre in Wisconsin. During fiscal 2024, we closed one underperforming leased location in Iowa. In early fiscal 2025, we closed one underperforming Movie Tavern theatre with an expiring lease in Texas. In evaluating the viability of our theatres we consider financial performance, lease terms (if applicable), future maintenance capital requirements, strategic importance and opportunities to consolidate our operations within local markets, among other factors. ◦Regularly upgrading and remodeling our theatres to keep them fresh. To maintain our existing theatres and accomplish the strategies noted above and below, we currently anticipate that our fiscal 2026 capital expenditures in this division will total approximately $20 - $25 million. •Re-invent and modernize the out-of-home entertainment experience. Our goal continues to be to introduce and create entertainment destinations that further define and enhance the customer value proposition for movie-going and the overall out-of-home entertainment experience. Strategies to achieve this goal are expected to include: ◦Expanding Marcus Movie Club, our subscription program that encourages more frequent movie-going. In fiscal 2024, we introduced Marcus Movie Club. For $9.99 per month or a discounted annual membership, moviegoers who join Marcus Movie Club receive a credit to see any 2D movie each month with rollover of unused credits, a 20% discount on food and beverage, unlimited access to additional tickets for $9.99, waived ticket surcharge fees, and free Marcus Mystery Movies. We plan to promote 27 Table of Contents and grow this program in fiscal 2026, and we believe that the program will drive increased recurring moviegoing over the long-term and increased loyalty to Marcus Theatres. ◦Developing promotions that feature and elevate movies beyond blockbuster films. In fiscal 2024, we debuted Marcus Mystery Movie, a promotion that on two Mondays each month gives customers the opportunity to attend a 7 p.m. screening of an upcoming movie before its official release date for a $5 ticket, while the movie title is not announced until showtime. The program highlights films of all genres and movie types including small and mid-size films, in addition to expected blockbuster releases. We continued to experience success with the Marcus Mystery Movie program in fiscal 2025, and we believe this program generates additional attendance by bringing customers out to see films that they might not have otherwise chosen to see, yet find themselves enjoying, while building awareness of coming attractions during the preshow trailers. ◦Expanding electronic passports with packaged film series. In fiscal 2023, we launched Marcus Passport, a program that allows customers to purchase a passport ticket with access to every movie that is playing as part of a Marcus Theatres film series, priced at a discount to purchasing tickets for each movie individually. Our film series showcase multiple movies that celebrate specific genres, holidays, franchises, filmmakers and more. The program launched in fiscal 2023 with a Best Picture Passport featuring the ten Academy Awards Best Picture nominees, followed by additional series throughout the year including winter and summer Kids Dream Passports each featuring twelve family films, Flashback Cinema Passport, Hunger Games Passport, The Chosen Passport, Disney Pixar Passport and a holiday Seasons’ Screening Passport. In fiscal 2024, we grew the program from 19 to 22 passport series, including a mix of newly released films, retro films, and a combination of newly released and retro films. In fiscal 2025, we offered 20 passport series and we sold 6% more passports than we did in fiscal 2024. We expect to continue to leverage our Marcus Passport offerings in fiscal 2026 to promote and increase moviegoing. ◦Testing and subsequently implementing additional entertainment options within theatre auditoriums. Examples of initiatives may include sports bars for viewing live sports (possibly with online gambling where available), sports gaming, and interactive live bingo auditoriums. In fiscal 2022, we introduced a sports viewing auditorium branded The Wall® in our theatre in Gurnee, Illinois as part of our initial test of this strategy. The Wall combines multi-screen sports viewing with our complete in-theatre dining food and beverage menu, providing customers a premium sports bar experience. We have since enhanced our sports and events programming in our Take Five Lounges, and we continue to evaluate potential expansion of similar sports viewing auditoriums in additional theatres and markets. ◦Further socializing the overall experience for our guests. This strategy will include targeting future movie-goers with relevant and desired experiences through new and creative marketing approaches, including the use of technology to tailor communications to individual guest preferences. For example, we have partnered with Movio, a global leader in data analysis for the cinema industry, to allow more targeted communication with our loyalty members. The software provides us with insight into customer preferences, attendance habits and general demographics, which we believe will help us deliver customized communication to our members. In turn, members of this program can enjoy and plan for a more personalized movie-going experience. ◦Exploring new viewing experiences for our guests. For example, we currently offer a 4DX auditorium at one of our theatres. 4DX delivers an immersive multi-sensory cinematic experience, including synchronized motion seats and environmental effects such as water, wind, fog, scent and more, to enhance the action on screen. In fiscal 2025, we converted three of our existing auditoriums to a ScreenX auditorium, and now currently offer ScreenX at four of our theatres. ScreenX is a panoramic film format that presents films with expanded, dual-sided, 270-degree screens projected on the walls in a theatre. In fiscal 2026, we plan to convert additional screens to ScreenX and we will consider additional experiential offerings in the future. ◦Exploring new content sources and deliveries to supplement existing mainstream movie content. The addition of digital technology throughout our circuit (we offer digital cinema projection on 100% of our screens) has provided us with additional opportunities to obtain non-motion picture programming from other new and existing content providers, including live and pre-recorded performances of the 28 Table of Contents Metropolitan Opera, as well as sports, concerts and other events, at many of our locations. We offer weekday and weekend alternate programming at many of our theatres across our circuit. The special programming includes classic movies, faith-based content, live performances, comedy shows and children’s performances. We believe this type of programming is more impactful when presented on the big screen and provides an opportunity to continue to expand our audience base beyond traditional moviegoers. Our MMR program also gives us the ability to cost effectively promote non-traditional programming and special events, particularly during non-peak time periods. •Strategic growth. Our long-term plans for growth in our theatre division may include evaluating opportunities for new theatres and screens. Growth opportunities that we may explore in the future include: ◦Acquisitions. Acquisitions of existing theatres or theatre circuits has been a viable growth strategy for us. In February 2019, we acquired the assets of Movie Tavern®, a New Orleans-based industry leading circuit known for its in-theatre dining concept featuring chef-driven menus, premium quality food and drink and luxury seating. The acquired circuit consisted of 208 screens at 22 locations in nine states. The acquisition of the Movie Tavern circuit increased our total number of screens at that time by an additional 23%. Now branded Movie Tavern by Marcus, we subsequently introduced new amenities to select Movie Tavern theatres, including our proprietary PLF screens, DreamLounger recliner seating, and additional concession stands; signature programming, such as Value Tuesday with free complimentary-sized popcorn for loyalty members; and proven marketing, loyalty and pricing programs that benefit customers and leverage the overall scale of our theatre circuit. The industry recovery following the COVID-19 pandemic has been challenging for all theatre operators. We will continue to evaluate the opportunities that these challenging situations create, and will consider potential acquisitions in the future. The movie theatre industry is very fragmented, with approximately 50% of United States screens owned by the three largest theatre circuits and the other 50% owned by hundreds of smaller operators, making it very difficult to predict when acquisition opportunities may arise. We do not believe that we are geographically constrained, and we believe that we may be able to add value to certain theatres through our various proprietary amenities and operating expertise. ◦Management contracts and/or taking over existing theatre leases. In some cases, existing theatres have been returned to landlords. We will consider either managing theatres for existing owners/landlords or entering into new, financially viable lease arrangements if such opportunities arise. In fiscal 2024, we entered into an agreement to assume operations of the West End Cinema, a 14 screen theatre in St. Louis Park, Minnesota. Hotels and Resorts •Operational excellence and maximizing performance. We have always been, and will continue to be, focused on improving the quality of the guest experience, our portfolio of assets, and our associate working environment, with a long-term view of financial success and profitability. During fiscal 2026 and beyond, we expect to execute on a number of strategies to further maximize and leverage our existing assets. These strategies are expected to include: ◦Multiple strategies that are intended to further grow the division’s revenues and profits. Our focus on excellence will continue in fiscal 2026, with guest experience at the forefront. Strategies will include leveraging our food and beverage expertise to further distinguish us from our competition. In addition to growing our banquet and catering business as we continue to target group sales opportunities, we will 29 Table of Contents leverage hotel food and beverage concepts developed by our Marcus Restaurant Group, featuring premier brands such as Mason Street Grill®, ChopHouse®, Miller Time® Pub & Grill and SafeHouse® restaurants. ◦Sales, marketing and revenue management strategies designed to further increase our profitability. The priority will be to focus on capitalizing on strong group and leisure demand, maximizing revenue per available room, optimizing event space and growing ancillary revenues. ◦Human resource and technology strategies designed to achieve operational excellence and improve the associate work environment, while adapting to a changing labor market. We will continue to focus on developing our customer service delivery and technology enhancements to improve customer interactions through mobile platforms and other customer touch points. ◦A continued focus on financial discipline in an inflationary environment through operating efficiency and cost management without sacrificing our commitment to operational excellence. •Portfolio management. We have invested approximately $261 million to further enhance our hotels and resorts portfolio over the last 10 years. These investments have included: ◦Hotel renovations. We regularly renovate and update our hotels and resorts. For example, at the Grand Geneva Resort & Spa we renovated the lobby in fiscal 2021, completed guest room renovations in fiscal 2023, completed a meeting space renovation project in fiscal 2024, and completed construction of a new 11-hole golf short course in fiscal 2025 that will open in spring 2026. At The Pfister Hotel, we completed a ballroom and meeting space renovation in fiscal 2023 and completed a guest room renovation project in fiscal 2024. At Hilton Milwaukee, in fiscal 2025 we completed an over $40 million renovation that included the transformation of 554 guest rooms, meeting and event spaces, and the historic hotel lobby. ◦Hotel branding changes. In early fiscal 2026, we converted the former west wing of Hilton Milwaukee to The Marc Hotel, an independent 175-room, limited-service hotel located in downtown Milwaukee. Our future plans for our hotels and resorts division also include continued reinvestment in our existing properties to maintain and enhance their value. We anticipate some moderate reinvestments during fiscal 2026 and fiscal 2027 at Grand Geneva Resort & Spa, AC Hotel Chicago, and Saint Kate - The Arts Hotel. To maintain our existing hotels and resorts, we currently anticipate that our fiscal 2026 capital expenditures in this division will total approximately $25 - $30 million, with the significant reinvestment in the renovation at Hilton Milwaukee during fiscal 2025 now behind us. We have been very opportunistic in our past hotel investments as we have, on many occasions, acquired assets at favorable terms and then improved the properties and operations to create value. Unlike our theatre assets where the majority of our return on investment comes from the annual cash flow generated by operations, a portion of the return on our hotel investments is derived from effective portfolio management, which includes determining the proper branding strategy for a given asset, the proper level of investment and upgrades and identifying an effective divestiture strategy for the asset when appropriate. As a result, we may periodically explore opportunities to monetize all or a portion of one or more owned hotels. We will consider many factors as we actively review opportunities to execute this strategy, including income tax considerations, the ability to retain management, pricing and individual market considerations. We evaluate strategies for our hotels on an asset-by-asset basis. We have not set a specific goal for the number of hotels that may be considered for this strategy, nor have we set a specific timetable. It is possible that we may sell a particular hotel or hotels during fiscal 2026 or beyond if we determine that such action is in the best interest of our shareholders. •Strategic growth. Transactional activity in the hotel industry has been limited during the last several years due to lingering effects of the pandemic in certain markets and the higher cost of debt capital for financing hotel acquisitions. Our hotels and resorts division expects to continue to seek opportunities to invest in new hotels and increase the number of rooms under management in the future. Growth opportunities that we may explore in the future include: ◦Seeking opportunities where we may act as an investment fund sponsor or joint venture partner in acquiring additional hotel properties. We continue to believe that opportunities to acquire high-quality hotels at reasonable valuations will be present in the future for well-capitalized companies, and we 30 Table of Contents believe that there are partners available to work with us when the appropriate hotel assets are identified. Advantages of this growth strategy include the ability to accelerate our growth through smaller investments in an increased number of properties, while earning management fees and potentially receiving a promoted interest in the hotel investments. In fiscal 2021, we formed a joint venture with funds managed by Searchlight Capital Partners (“Searchlight”), a leading global private investment firm, to acquire the Kimpton Hotel Monaco Pittsburgh in December 2021, which we manage. In March 2024, we formed a joint venture with Hempel Real Estate (“Hempel”) and Robinson Park (“RP”) to acquire the Loews Minneapolis Hotel, which we manage. The acquired hotel was rebranded as The Lofton Hotel under the Tapestry Collection by Hilton flag. We hope to acquire additional hotels using this strategy in fiscal 2026 and beyond. ◦Pursuing additional management contracts for other owners, some of which may include small equity investments similar to the investments we have made in the past with strategic equity partners. Although total revenues from an individual hotel management contract are significantly less than from an owned hotel, the operating margins are generally significantly higher due to the fact that all direct costs of operating the property are typically borne by the owner of the property. Management contracts provide us with an opportunity to increase our total number of managed rooms without a significant investment, thereby increasing our returns on equity. We may also pursue the acquisition of other hotel management companies that would provide our management portfolio with additional scale and capabilities to accelerate our growth. Corporate •We periodically review opportunities to make investments in long-term growth opportunities that may not be entirely related to our two primary businesses (but typically have some connection to entertainment, food and beverage, hospitality, real estate, etc.). We expect to continue to review such opportunities in the future. •In addition to operational and growth strategies in our operating divisions, we will continue to seek additional opportunities to enhance shareholder value, including strategies related to our dividend policy and share repurchases. During fiscal 2025, we repurchased 1.1 million shares of our common stock for $18.0 million in the open market under our existing Board of Directors stock repurchase authorizations. We increased our regular quarterly common stock cash dividend rate by 14% during the third quarter of fiscal 2025, increasing our quarterly cash dividend from $0.07 to $0.08 per share of common stock. In prior years, we have periodically paid special dividends. •We will also continue to evaluate opportunities to sell real estate when appropriate, allowing us to benefit from the underlying value of our real estate assets. When possible, we will attempt to avail ourselves of the provisions of Internal Revenue Code §1031 related to tax-deferred like-kind exchange transactions. We are actively marketing a number of pieces of surplus real estate and other non-core real estate. During fiscal 2024, we sold one former theatre generating total proceeds of $3.1 million. During fiscal 2025, we acquired land for future development in connection with a like-kind exchange following the sale of three excess land parcels in 2024 and 2025 in which the income tax gains were deferred. We believe we may receive total sales proceeds from real estate sales during the next fiscal year totaling approximately $1 - $5 million, depending upon demand for the real estate in question. The actual number, mix and timing of our potential future new facilities and expansions and/or divestitures will depend, in large part, on industry and economic conditions, our financial performance and available capital, the competitive environment, evolving customer needs and trends, and the availability of attractive acquisition and investment opportunities. It is likely that our growth goals and strategies will continue to evolve and change in response to these and other factors, and there can be no assurance that we will achieve our current goals. Each of our goals and strategies are subject to the various risk factors discussed above in this Annual Report on Form 10-K. 31 Table of Contents Results of Operations Consolidated Financial Comparisons The following table sets forth revenues, operating income, other income (expense), net earnings (loss) and net earnings (loss) per diluted common share for the past three fiscal years (in millions, except for per share and percentage change data) : F25 v. F24 F24 v. F23 F2025 F2024 Amt. Pct. F2023 Amt. Pct. Total revenues $ 758.5  $ 735.6  $ 22.9  3.1  % $ 729.6  $ 6.0  0.8  % Operating income 17.1  16.2  0.9  5.5  % 33.9  (17.8) (52.3) % Other income (expense), net (8.4) (26.4) 18.0  68.3  % (12.3) (14.1) (114.9) % Net earnings (loss) $ 12.7  $ (7.8) $ 20.5  263.0  % $ 14.8  $ (22.6) (152.6) % Net earnings (loss) per common share - diluted $ 0.41  $ (0.25) $ 0.66  264.0  % $ 0.46  $ (0.71) (154.3) % Fiscal 2025 versus Fiscal 2024 Revenues increased during fiscal 2025 compared to fiscal 2024, with increased revenues from both our theatre and hotel divisions. Revenues during fiscal 2025 were favorably impacted by six additional operating days compared to fiscal 2024, due to the change in fiscal calendar as described above. The most significant additional operating days in fiscal 2025 were the five days between December 27, 2024 and December 31, 2024, which favorably impacted revenues by approximately $15.3 million. Operating income increased during fiscal 2025 compared to fiscal 2024, due to an increase in operating income from our theatre division, partially offset by decreased operating income from our hotels and resorts division and increased operating expenses from corporate items. Operating expenses from our corporate items, which include amounts not allocable to the business segments, increased during fiscal 2025 compared to fiscal 2024 due primarily to increased long-term incentive compensation expenses, director compensation, personnel and benefits cost inflation, and increased professional fees related to legal, tax planning, and information technology. The additional operating days in fiscal 2025 favorably impacted operating income by approximately $5.3 million. Our operating income during fiscal 2025 was negatively impacted by impairment charges of approximately $5.2 million, or approximately $0.12 per diluted common share, related to eight operating theatres and one vacant parcel of land. Our operating income during fiscal 2024 was negatively impacted by impairment charges of approximately $6.8 million, or approximately $0.16 per diluted common share, primarily related to four operating theatres, one operating theatre that we closed in early fiscal 2025, and one permanently closed theatre. Operating income during fiscal 2024 was also negatively impacted by $2.2 million, or $0.05 per diluted common share, related to settlement and legal expenses in connection with an equipment lease agreement impacted by the COVID-19 pandemic in our theatre division. Operating income during fiscal 2025 was favorably impacted by $0.6 million of net gains on disposition of property, equipment and other assets, compared to $0.4 million of net losses on disposition of property, equipment and other assets during fiscal 2024. The timing of our periodic sales and disposals of property, equipment and other assets results in variations each year in the gains or losses that we report on dispositions of property, equipment and other assets. We anticipate the potential for additional disposition gains or losses from periodic sales of property, equipment and other assets during fiscal 2026 and beyond, as discussed in more detail in the “Current Plans” section of this MD&A. Investment income was $0.9 million during fiscal 2025 compared to $2.2 million of investment income during fiscal 2024. Investment income includes interest earned on cash and cash equivalents, as well as increases/decreases in the value of marketable securities and increases in the cash surrender value of a life insurance policy. Investment income during fiscal 2026 may vary compared to fiscal 2025, primarily dependent upon changes in the value of marketable securities. Interest expense totaled $11.5 million during fiscal 2025, an increase of $0.5 million, or 4.6%, compared to interest expense of $11.0 million during fiscal 2024. The increase in interest expense during fiscal 2025 was due primarily to increased borrowing levels and an increase in our average interest rate, partially offset by a decrease in noncash 32 Table of Contents amortization of debt issuance costs. Interest expense during fiscal 2025 included approximately $0.6 million in noncash amortization of debt issuance costs. During fiscal 2026, we estimate that noncash amortization of debt issuance costs will be approximately $0.6 million, excluding the impact of any new debt issuance costs. We currently expect our total interest expense during fiscal 2026 to remain consistent with interest expense in fiscal 2025. Changes in our borrowing levels due to variations in our operating results, capital expenditures, acquisition opportunities (or the lack thereof) and asset sale proceeds, among other items, may impact, either favorably or unfavorably, our actual reported interest expense in future periods, as may changes in short-term interest rates. We earned other income of $2.8 million during fiscal 2025, an increase of approximately $4.4 million compared to other expense of $1.5 million during fiscal 2024. Other income was favorably impacted by a gain on a property insurance settlement of $4.5 million related to insured property damage at one theatre location during fiscal 2025. Other expense consists primarily of the non-service cost components of our periodic pension costs. Based upon information from an actuarial report for our pension plans, we expect other expense to be approximately $1.9 million during fiscal 2026. We incurred debt conversion expense of $15.5 million during fiscal 2024 in connection with the $100.1 million aggregate principal amount of Convertible Notes Repurchases. See Convertible Senior Notes in the “Liquidity and Capital Resources” section of this MD&A for further discussion. We reported equity losses from two unconsolidated joint ventures of approximately $0.6 million during fiscal 2025 and fiscal 2024. The equity losses in both years include our pro-rata share of losses from the Kimpton Hotel Monaco Pittsburgh in Pittsburgh, Pennsylvania, acquired in December 2021 and in which we have a 10% minority ownership interest. The equity losses in both years also include our pro-rata share of losses from The Lofton Hotel in Minneapolis, Minnesota, acquired in March 2024 and in which we have a 24.7% minority ownership interest. We reported income tax benefit during fiscal 2025 of $4.0 million compared to income tax benefit of $2.4 million in fiscal 2024. Our fiscal 2025 income tax benefit was favorably impacted by a $7.6 million historic tax credit (net of valuation allowance) from the Hilton Milwaukee renovation and by a $0.4 million release of valuation allowances previously recorded against deferred tax assets for state net operating loss carryforwards (net of federal benefit), partially offset by $1.7 million of negative impact primarily from excess compensation subject to deduction limitations. Our fiscal 2025 effective income tax rate was (45.8)%. The effective income tax rate was favorably impacted 87.1 percentage points due to the historic tax credits (net of valuation allowance) and by 4.7 percentage points due to the valuation allowance adjustment (net of federal benefit), and was negatively impacted 19.6 percentage points due to excess compensation deduction limitations. Our fiscal 2024 income tax benefit of $2.4 million was favorably impacted by a $6.1 million release of valuation allowances previously recorded against deferred tax assets for state net operating loss carryforwards (net of federal benefit), partially offset by $3.9 million of negative impact from nondeductible debt conversion expense resulting from the Convertible Notes Repurchases and related termination of the Capped Call Transactions (as described below), and $1.8 million of negative impact primarily from excess compensation subject to deduction limitations. Our fiscal 2024 effective income tax rate was 23.7%. The effective income tax rate was favorably impacted 60.0 percentage points due to the valuation allowance adjustment (net of federal benefit), and was negatively impacted 38.1 percentage points due to the Convertible Notes Repurchases and termination of the Capped Call Transactions, and 17.5 percentage points due to excess compensation deduction limitations. We currently anticipate that our fiscal 2026 effective income tax rate may be in the 26-30% range, excluding any potential further changes in federal or state income tax rates, valuation allowance adjustments or other one-time tax adjustments. Net earnings (loss) and net earnings (loss) per diluted common share increased during fiscal 2025 compared to fiscal 2024, primarily due to increases in operating income, an income tax benefit from a historic tax credit related to the renovation of the Hilton Milwaukee, an increase in other income, and a decrease in debt conversion expense, partially offset by an increase in interest expense and a decrease in investment income compared to fiscal 2024. Weighted-average diluted shares outstanding was 31.3 million during fiscal 2025, compared to 31.9 million weighted-average diluted shares outstanding during fiscal 2024. All per share data in this MD&A is presented on a fully diluted basis, however, for periods when we report a net loss, common stock equivalents are excluded from the computation of diluted loss per share as their inclusion would have an anti-dilutive effect. 33 Table of Contents Theatres Our oldest and historically most profitable division is our theatre division. The theatre division contributed 61.0% of our consolidated revenues and 67.1% of our consolidated operating income, excluding corporate items, during fiscal 2025, compared to 60.9% and 54.5%, respectively, during fiscal 2024 and 62.8% and 67.4%, respectively, during fiscal 2023. As of December 31, 2025, the theatre division operated 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. The following tables set forth revenues, operating income, operating margin, screens and theatre locations for the last three fiscal years: F25 v. F24 F24 v. F23 F2025 F2024 Amt. Pct. F2023 Amt. Pct. (in millions, except percentages) Total revenues $ 462.7  $ 447.7  $ 15.0  3.4  % $ 458.4  $ (10.7) (2.3) % Total revenues before cost reimbursements 459.7  446.4  13.3  3.0  % 458.4  (12.0) (2.6) % Operating income 29.4  22.1  7.3  32.9  % 36.2  (14.0) (38.8) % Operating margin 1 6.4  % 5.0  % 7.9  % 1.Operating margin is defined as operating income divided by total revenues before cost reimbursements Number of screens and locations at period-end F2025 F2024 F2023 Theatre screens 985 995 993 Theatre locations 78 79 79 Average screens per location 12.6 12.6 12.6 The following table provides a further breakdown of the components of revenues for the theatre division for the last three fiscal years: F25 v. F24 F24 v. F23 F2025 F2024 Amt. Pct. F2023 Amt. Pct. (in millions, except percentages) Admission revenues $ 220.4  $ 214.4  $ 6.0  2.8  % $ 229.2  $ (14.8) (6.4) % Concession revenues 197.9  192.0  5.9  3.1  % 197.7  (5.7) (2.9) % Other revenues 41.4  40.0  1.5  3.6  % 31.6  8.4  26.8  % Total revenues before cost reimbursements 459.7  446.4  13.3  3.0  % 458.4  (12.0) (2.6) % Cost reimbursements 3.1  1.3  1.7  —  % —  1.3  —  % Total revenues $ 462.7  $ 447.7  $ 15.0  3.4  % $ 458.4  $ (10.7) (2.3) % Fiscal 2025 versus Fiscal 2024 Our theatre division revenues and operating income increased with stronger performance from films and also benefited from six additional operating days during fiscal 2025 compared to fiscal 2024 due to the change in fiscal year as described above. The most significant additional operating days in fiscal 2025 were the five days during the holiday week between December 27, 2024 and December 31, 2024, which favorably impacted revenues by approximately $12.2 million and operating income by approximately $5.0 million. The film slate during the first half of fiscal 2025 was significantly better, generating stronger box office performance compared to the first half of fiscal 2024, which was negatively impacted by the content supply chain disruption from the shutdown of movie production during the WGA and SAG-AFTRA labor strikes in 2023. Operating income during fiscal 2025 was favorably impacted by a $3.6 million decrease in depreciation and amortization expense and a $0.6 million decrease in rent expense compared to fiscal 2024, partially offset by increased labor, advertising, benefits, 34 Table of Contents insurance, and other costs. Our operating income during fiscal 2025 was negatively impacted by impairment charges of $5.2 million related to eight operating theatres, and one vacant parcel of land, compared to impairment charges of $6.8 million during fiscal 2024 related to four operating theatres, one operating theatre that we closed in early fiscal 2025, and one permanently closed theatre. Operating income during fiscal 2024 was also negatively impacted by $2.2 million related to settlement and legal expenses in connection with an equipment lease agreement impacted by the COVID-19 pandemic. The following table sets forth our percentage change in comparable theatre attendance during each quarter of fiscal 2025 compared to the same periods during fiscal 2024. In addition, the table compares the percentage change in our fiscal 2025 comparable theatre admissions revenues to the corresponding percentage change in the United States box office revenues (as compiled by us from data received from Comscore, a national box office reporting service for the theatre industry) during each quarter of fiscal 2025 compared to the same quarter during fiscal 2024: F25 v. F24 (comparable theatres) 1st Qtr. 2nd Qtr. 3rd Qtr. 4th Qtr. Total Pct. change in Marcus theatre attendance 6.9  % 26.7  % -18.7  % -5.7  % -0.3  % Pct. change in Marcus admission revenues 1.3  % 29.3  % -15.8  % 6.1  % 3.4  % Pct. change in U.S. box office revenues 3.1  % 36.5  % -12.0  % -1.5  % 4.7  % Marcus performance vs. U.S. box office -1.8 pts -7.2 pts -3.8 pts +7.6 pts -1.3 pts According to the data received from Comscore, our comparable theatres underperformed the industry during fiscal 2025 compared to fiscal 2024 by 1.3 percentage points. We believe our underperformance was due to an unfavorable mix of films, primarily during the first three quarters of fiscal 2025, that were more appealing to audiences in other parts of the U.S. than our Midwestern markets. In addition, we believe our underperformance in the first half of fiscal 2025 was attributable to strategic pricing decisions made during the release of blockbuster films (we did not raise prices on blockbuster films, unlike many national exhibitors), resulting in lower average ticket prices compared to other exhibitors. We implemented a blockbuster pricing strategy late in the second quarter of fiscal 2025 contributing to our comparable theatres outperforming the industry during the second half of fiscal 2025 compared to the second half of fiscal 2024. We also believe our fourth quarter of fiscal 2025 benefitted from a more favorable mix of films, particularly family films, that was more appealing to audiences in our Midwestern markets. Additional data received and compiled by us from Comscore indicates our admission revenues during fiscal 2025 and fiscal 2024 represented approximately 3.0% of the total admission revenues in the U.S. during both periods (commonly referred to as market share in our industry). Our goal is to continue our past pattern of outperforming the industry, but our ability to do so in any given quarter or fiscal year will likely be partially dependent upon film mix, weather and the competitive landscape in our markets. Our highest grossing films during fiscal 2025 included A Minecraft Movie, Wicked: For Good, Lilo & Stitch, Zootopia 2, and Superman. The film slate during fiscal 2025 was less weighted towards our top movies compared to fiscal 2024, as evidenced by the fact that our top ten films during fiscal 2025 accounted for 39% of our total box office results, compared to 45% for the top ten films during fiscal 2024, expressed as a percentage of the total admission revenues for the period. An increased reliance on just a few blockbuster films often has the effect of increasing our film rental costs during the period, as there is a less diverse mix of films to offset the higher cost blockbuster films. Generally, the greater a film performs, the greater the film rental cost tends to be as a percentage of box office receipts. However, in fiscal 2025 the film slate was stronger with a broader range of films performing well, resulting in fewer lower cost films to offset higher cost blockbuster films. Despite the more diverse film slate, our overall film rental percentage during fiscal 2025 remained similar compared to fiscal 2024. Total theatre attendance at comparable theatre locations decreased 0.3% during fiscal 2025 compared to fiscal 2024, including the benefit from six additional operating days as described above. The decrease in attendance was primarily due to lower box office performances from the top five films during fiscal 2025 compared to the top five films during fiscal 2024. In total, we played 488 films and 288 alternate content attractions at our theatres during fiscal 2025 compared to 529 films and 304 alternate content attractions during fiscal 2024. The decrease in films played in fiscal 2025 compared to fiscal 2024 is primarily due to a decrease in limited-release films. In general, following the COVID-19 pandemic we have increased the number of limited-release films and alternative content that we play, including independent films, retro series, faith-based content and live events, in response to the slower recovery in the quantity of wide-release films and to promote moviegoing. On a calendar year basis (January 1 through December 31) total theatre attendance for our comparable theatres decreased 4.6% during 2025 compared to 2024. 35 Table of Contents Our average ticket price increased 3.7% during fiscal 2025 compared to fiscal 2024, and was favorably impacted by strategic pricing programs, an increased percentage of our ticket sales coming from premium large format (PLF) screens, and a decreased percentage of our weekly attendance coming from Value Tuesday. The overall increase in average ticket price favorably impacted our admission revenues of our comparable theatres by $7.8 million during the fiscal 2025 compared to fiscal 2024. We currently expect our average ticket price during fiscal 2026 to increase compared to fiscal 2025, but film mix and the impact of pricing strategies discussed in the “Current Plans” section above will likely impact our final result. Our average concession revenues per person increased by 4.1% during fiscal 2025 compared to fiscal 2024, which resulted primarily from inflationary increases in concession prices in response to increases in food and labor costs and an increase in movie merchandise sales. The increase in average concession revenues per person favorably impacted our concession revenues of our comparable theatres by $8.0 million during the fiscal 2025 compared to fiscal 2024. We expect to continue to report similar increases in average concession revenues per person in future periods, but the impact of pricing strategies discussed in the “Current Plans” section above will likely impact our final result. Other revenues, which include management fees, pre-show advertising income, family entertainment center revenues, surcharge revenues, mobile app revenues, rental income and gift card breakage income, increased by $1.5 million during fiscal 2025 compared to fiscal 2024. The increase in other revenue was primarily due to an increase in internet surcharge ticketing fees per person during fiscal 2025 compared to 2024. The film product release schedule for fiscal 2026 has solidified in recent months. Several films that have contributed to our early 2026 first quarter results include the carryover impact of releases during the fourth quarter of fiscal 2025 including Avatar: Fire and Ash, Zootopia 2, The Housemaid, Song Sung Blue, Anaconda, Marty Supreme, and The Spongebob Movie: Search for SquarePants, and new releases during the first quarter of 2026 including 28 Years Later: The Bone Temple, Send Help, Goat, and Wuthering Heights. Although it is possible that schedule changes may occur, new films scheduled to be released during the remainder of fiscal 2026 that have potential to perform very well include: Scream 7, Hoppers, Project Hail Mary, The Super Mario Galaxy Movie, Michael, The Devil Wears Prada 2, Star Wars: The Mandalorian and Grogu, Masters of the Universe, Toy Story 5, Supergirl: Woman of Tomorrow, Minions & Monsters, Moana, The Odyssey, Spider-Man: Brand New Day, The Cat in the Hat, The Hunger Games: Sunrise on the Reaping, Hexed, Jumanji 3, Dune: Messiah, and Avengers: Doomsday. We made decisions to close certain underperforming theatres during fiscal 2024 and fiscal 2025. During fiscal 2024, we closed one leased theatre in Iowa. During fiscal 2025, we closed one leased Movie Tavern theatre in Texas. During fiscal 2024, we converted all auditoriums at a single location to DreamLounger recliners, and during Fiscal 2025, we converted three existing screens at three different locations to ScreenX. Hotels and Resorts The hotels and resorts division contributed 38.9% of our consolidated revenues during fiscal 2025, compared to 39.1% and 37.1%, respectively, during fiscal 2024 and fiscal 2023. The hotels and resorts division contributed 32.9% of consolidated operating income, excluding corporate items, during fiscal 2025, compared to 45.5% and 32.6%, respectively, during fiscal 2024 and fiscal 2023. As of December 31, 2025, the hotels and resorts division owned and operated three full-service hotels in downtown Milwaukee, Wisconsin, a full-service destination resort in Lake Geneva, Wisconsin and full-service hotels in Madison, Wisconsin, Chicago, Illinois, and Lincoln, Nebraska. In addition, the hotels and resorts division managed nine hotels, resorts and other properties for other owners. Included in the nine managed properties are two hotels owned by joint ventures in which we have a minority interest and two condominium hotels in which we own some or all of 36 Table of Contents the public space. The following tables set forth revenues, operating income, operating margin and rooms data for the hotels and resorts division for the past three fiscal years: F25 v. F24 F24 v. F23 F2025 F2024 Amt. Pct. F2023 Amt. Pct. (in millions, except percentages) Total revenues $ 295.3  $ 287.5  $ 7.8  2.7  % $ 270.8  $ 16.7  6.2  % Total revenues before cost reimbursements 257.6  248.3  9.3  3.7  % 233.4  14.9  6.4  % Operating income 14.4  18.5  (4.1) (22.0) % 17.5  1.0  5.5  % Operating margin1 5.6  % 7.4  % 7.5  % 1.Operating margin is defined as operating income divided by total revenues before cost reimbursements Available rooms at period-end F2025 F2024 F2023 Company-owned 2,408 2,406 2,406 Management contracts with joint ventures 499 499 248 Management contracts with condominium hotels 480 480 480 Management contracts with other owners 1,269 1,269 1,269 Total available rooms 4,656 4,654 4,403 The following table provides a further breakdown of the components of revenues for the hotels and resorts division for the last three fiscal years: F25 v. F24 F24 v. F23 F2025 F2024 Amt. Pct. F2023 Amt. Pct. (in millions, except percentages) Room revenues $ 114.5  $ 113.3  $ 1.2  1.1  % $ 106.6  $ 6.7  6.3  % Food/beverage revenues 84.4  78.1  6.3  8.1  % 73.3  4.8  6.6  % Other revenues 58.7  56.9  1.8  3.1  % 53.5  3.4  6.3  % Total revenues before cost reimbursements 257.6  248.3  9.3  3.7  % 233.4  14.9  6.4  % Cost reimbursements 37.6  39.2  (1.5) (3.9) % 37.4  1.7  4.6  % Total revenues $ 295.3  $ 287.5  $ 7.8  2.7  % $ 270.8  $ 16.7  6.2  % Fiscal 2025 versus Fiscal 2024 Total hotels and resorts revenues increased 2.7% during fiscal 2025 compared to fiscal 2024, and total revenues before cost reimbursements increased 3.7% during fiscal 2025 compared to fiscal 2024. The higher revenues were driven primarily from increased average daily rates and a positive impact from six additional operating days due to the change in fiscal year as described above, partially offset by a decrease in occupancy driven largely by the negative impact of rooms being out of service while the Hilton Milwaukee was under renovation. The five additional operating days in fiscal 2025 between December 27, 2024 and December 31, 2024 favorably impacted revenues by approximately $3.1 million and operating income by approximately $0.4 million. Hotels and resorts operating income during fiscal 2025 decreased 22.0% compared to fiscal 2024, due primarily to a $5.0 million increase in depreciation expense from hotel renovations completed in fiscal 2024 and fiscal 2025 and the negative impact of rooms out of service at the Hilton Milwaukee, partially offset by the higher revenues. Three of our seven company-owned hotels and resorts contributed to the improved revenue during fiscal 2025, with average daily rate increasing at three of our seven owned hotels compared to fiscal 2024. Strong group business and increasing transient demand during key periods of the year drove increased average rate growth compared to fiscal 2024, which was partially offset by a decrease in occupancy. While business travel softened slightly in fiscal 2025 compared to fiscal 2024, leisure travel remained relatively strong. The strong group business during fiscal 2025 has consequently led to 37 Table of Contents an increase in banquet and catering revenues, positively impacting our food and beverage revenues as compared to fiscal 2024. Other revenues during fiscal 2025 and fiscal 2024 included ski, spa and golf revenues at our Grand Geneva Resort & Spa, management fees, laundry revenues, parking revenues and rental revenues. Other revenues increased during fiscal 2025 compared to fiscal 2024 primarily due to higher ski, spa, and golf revenues, partially offset by lower laundry revenues. The following table sets forth certain operating statistics, including our average occupancy percentage (number of occupied rooms as a percentage of available rooms), our average daily room rate (“ADR”), and our total revenue per available room (“RevPAR”), for company-owned properties: F25 v. F24 Operating Statistics(1) F2025 F2024 Amt. Pct. Occupancy percentage 63.9  % 66.1  % (2.2)  pts (3.3) % ADR $ 196.06  $ 190.80  $ 5.26  2.8  % RevPAR $ 125.28  $ 126.13  $ (0.85) (0.7) % (1)These operating statistics represent averages of our comparable seven distinct company-owned hotels and resorts, branded and unbranded, in different geographic markets with a wide range of individual hotel performance. The statistics are not necessarily representative of any particular hotel or resort. RevPAR increased at three of our seven company-owned properties during fiscal 2025 compared to fiscal 2024. Occupancy decreased approximately 2 percentage points in fiscal 2025 compared to fiscal 2024, and was negatively impacted by rooms out of service for renovation at the Hilton Milwaukee during the first half of fiscal 2025. During fiscal 2025, our group business represented approximately 40.5% of our total rooms revenue compared to approximately 41.9% during fiscal 2024 or 40.4% excluding the impact of the Republican National Convention (RNC). Non-group retail pricing remained strong in a majority of our markets, contributing to increased ADR. According to data received from Smith Travel Research and compiled by us in order to analyze our fiscal 2025 results, comparable “upper upscale” hotels throughout the United States experienced an increase in RevPAR of 0.5% during fiscal 2025 compared to fiscal 2024. Thus, we believe our RevPAR decrease of 0.7% underperformed the industry during fiscal 2025 by approximately 1.2 percentage points. We believe our underperformance during fiscal 2025 resulted primarily from the unfavorable impact of the Hilton Milwaukee renovation and group displacement as a result of the reduced capacity during the first half of the year. We estimate that the Hilton Milwaukee renovation negatively impacted our RevPAR growth by approximately 1.3 percentage points. Additionally, we believe the underperformance was also impacted by the non-recurring favorable impact of the RNC during fiscal 2024, which disproportionately affected our largest market and was not observed in other parts of the country. Data received from Smith Travel Research for our various “competitive sets” – hotels identified in our specific markets that we deem to be competitors to our hotels – indicates that these hotels experienced a decrease in RevPAR of 1.9% during fiscal 2025 compared to fiscal 2024. Thus, we believe we outperformed our competitive sets during fiscal 2025 by approximately 1.2 percentage points. Additionally, due to the rooms renovation of Hilton Milwaukee that began in the fourth quarter of fiscal 2024 and was completed during the second quarter of fiscal 2025, some displacement occurred within our Milwaukee market hotels due to shifting of business between properties that we believe negatively impacted our RevPAR growth compared to our competitive sets. After adjusting for the estimated impact of the Hilton Milwaukee renovation, we believe our hotels outperformed their competitive sets during fiscal 2025 by approximately 2.8 percentage points. We believe our outperformance resulted primarily from strong performance from our group customer segment, coupled with strong leisure travel demand, particularly at our newly renovated properties. We generally expect our revenue trends to track or exceed the overall industry trends for our segment of the industry, particularly in our respective markets. Hotel revenues have historically tracked very closely with traditional macroeconomic statistics, such as the Gross Domestic Product. Looking to future periods, overall occupancy growth in the U.S. has slowed, while ADR has stabilized following several years of significant growth and we expect nominal ADR growth in fiscal 2026. In the near term, we expect group business demand to remain strong and leisure travel to remain stable. Leisure travel in our markets has a seasonal component, peaking in the summer months and slowing down as children return to school and the weather turns colder. Additionally, corporate business travel has softened in recent months amid economic uncertainty and we expect that trend to continue in the near term. 38 Table of Contents As of the date of this report, our group room revenue bookings for fiscal 2026 - commonly referred to in the hotels and resorts industry as “group pace” - is running slightly ahead of where we were at the same time last year. Group room revenue bookings for fiscal 2027 is running slightly below where we were at the same time in early fiscal 2025 for fiscal 2026. Banquet and catering revenue pace for fiscal 2026 and fiscal 2027 is running ahead of where we would typically be at this same time last year. We are encouraged by continuing positive trends in group bookings for fiscal 2026 and beyond. During fiscal 2024, we formed a joint venture with investment partners to acquire the Loews Minneapolis Hotel in March 2024, which we manage. The acquired hotel was rebranded as The Lofton Hotel under the Tapestry Collection by Hilton flag. In early 2026, we opened The Marc Hotel, an independent 175-room, limited-service hotel located in downtown Milwaukee, in the former west wing of Hilton Milwaukee. As of the date of this filing, our current portfolio of hotels and resorts includes 17 owned and managed properties across the country. As discussed in the “Current Plans” section of this MD&A, we are considering a number of potential growth opportunities that may impact fiscal 2026 and future period operating results. In addition, if we were to sell one or more hotels during fiscal 2026, our fiscal 2026 operating results could be significantly impacted. The extent of any such impact will likely depend upon the timing and nature of the growth opportunity (pure management contract, management contract with equity, joint venture investment, or other opportunity) or divestiture (management retained, equity interest retained, etc.). Adjusted EBITDA Adjusted EBITDA is a measure used by management and our board of directors to assess our financial performance and enterprise value. We believe that Adjusted EBITDA is a useful supplemental measure for us and investors, as it eliminates certain expenses that are not indicative of our core operating performance and facilitates a comparison of our core operating performance on a consistent basis from period to period. We also use Adjusted EBITDA as a basis to determine certain annual cash bonuses and long-term incentive awards, to supplement GAAP measures of performance to evaluate the effectiveness of our business strategies, to make budgeting decisions, and to compare our performance against that of other peer companies using similar measures. Adjusted EBITDA is also used by analysts, investors and other interested parties as a performance measure to evaluate industry competitors. Adjusted EBITDA is a non-GAAP measure of our financial performance and should not be considered as an alternative to net earnings (loss) as a measure of financial performance, or any other performance measure derived in accordance with GAAP. Additionally, Adjusted EBITDA is not intended to be a measure of liquidity or free cash flow for management’s discretionary use. Adjusted EBITDA has its limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. We define Adjusted EBITDA as net earnings (loss) attributable to The Marcus Corporation before investment income or loss, interest expense, other expense, gain or loss on disposition of property, equipment and other assets, impairment charges, equity earnings or losses from unconsolidated joint ventures, net earnings or losses attributable to noncontrolling interests, income taxes and depreciation and amortization, adjusted to eliminate the impact of certain items that we do not consider indicative of our core operating performance. These further adjustments are itemized below. You are encouraged to evaluate these adjustments and the reasons we consider them appropriate for supplemental analysis. In evaluating Adjusted EBITDA, you should be aware that in the future we will incur expenses that are the same as or similar to some of the items eliminated in the adjustments made to determine Adjusted EBITDA, such as acquisition expenses, preopening expenses, accelerated depreciation, impairment charges and other adjustments. Our presentation of Adjusted EBITDA should not be construed to imply that our future results will be unaffected by any such adjustments. Definitions and calculations of Adjusted EBITDA differ among companies in our industries, and therefore Adjusted EBITDA disclosed by us may not be comparable to the measures disclosed by other companies. The following table sets forth Adjusted EBITDA by reportable operating segment for the last three fiscal years (in millions, except for variance percentage): 39 Table of Contents F25 v. F24 F24 v. F23 F2025 F2024 Amt. Pct. F2023 Amt. Pct. (in millions, except percentages) Theatres $ 76.5  $ 78.1  $ (1.6) (2.1) % $ 86.4  $ (8.3) (9.7) % Hotels and resorts 42.7  41.6  1.1  2.7  % 37.7  3.9  10.2  % Corporate items (19.9) (17.2) (2.7) 15.4  % (15.4) (1.8) 11.8  % Adjusted EBITDA $ 99.3  $ 102.4  (3.1) (3.1) % $ 108.7  (6.3) (5.8) % Our theatre division Adjusted EBITDA decreased during fiscal 2025 compared to fiscal 2024 due primarily to increased labor, advertising, benefits, insurance, and other costs, partially offset by the favorable impact of the additional operating days due to the change in fiscal calendar as described above. Our hotels and resorts division Adjusted EBITDA increased during fiscal 2025 compared to fiscal 2024 due to the increase in operating days as described above, as well as increased revenue from improved ADR, partially offset by increases in associate benefit cost, maintenance, and other costs. Conversely, our hotels and resorts division Adjusted EBITDA was negatively impacted during fiscal 2025 by changes in revenue mix with lower margin food and beverage revenues increasing more than higher margin rooms revenues. Adjusted EBITDA attributable to corporate items decreased during fiscal 2025 compared to fiscal 2024 due primarily to increased long-term incentive compensation expenses, director compensation, professional fees related to tax, legal, and information technology services, and personnel and benefits cost inflation. The following table sets forth our reconciliation of Adjusted EBITDA (in millions): F2025 F2024 F2023 Net income (loss) attributable to The Marcus Corporation $ 12.7  $ (7.8) $ 14.8  Add (deduct):   Investment income (0.9) (2.2) (2.4)   Interest expense 11.5  11.0  12.7    Other expense (income) (1) (2.8) 1.5  1.8    (Gain) loss on disposition of property, equipment and other assets (0.6) 0.4  —    Equity losses from unconsolidated joint ventures, net 0.6  0.6  0.1    Income tax expense (benefit) (4.0) (2.4) 6.9    Depreciation and amortization 70.2  68.0  67.3    Share-based compensation expenses (2) 7.5  8.2  6.4    Impairment charges (3) 5.2  6.8  1.1    Theatre exit costs (4) 0.1  0.1  —    Insured losses (recoveries) (5) (0.2) 0.2  —    Debt conversion expense (6) —  15.5  —    Other non-recurring (7) —  2.5  —  Total Adjusted EBITDA $ 99.3  $ 102.4  $ 108.7  40 Table of Contents The following tables sets forth our reconciliation of Adjusted EBITDA by reportable operating segment (in millions): F2025 F2024 Theatres Hotels & Resorts Corp. Items Total Theatres Hotels & Resorts Corp. Items Total Operating income $ 29.4  $ 14.4  $ (26.8) $ 17.1  $ 22.1  $ 18.5  $ (24.5) $ 16.2  Depreciation and amortization 41.8  26.9  1.6  70.2  45.4  21.9  0.7  68.0  (Gain) loss on dispositions of property, equipment and other assets (0.8) 0.3  —  (0.6) 0.3  0.1  —  0.4  Share-based compensation (2) 1.0  1.2  5.3  7.5  0.9  1.1  6.2  8.2  Impairment charges (3) 5.2  —  —  5.2  6.8  —  —  6.8  Theatre exit costs (4) 0.1  —  —  0.1  0.1  —  —  0.1  Insured losses (recoveries) (5) (0.2) —  —  (0.2) 0.2  —  —  0.2  Other non-recurring (7) —  —  —  —  2.2  —  0.3  2.5  Adjusted EBITDA $ 76.5  $ 42.7  $ (19.9) $ 99.3  $ 78.1  $ 41.6  $ (17.2) $ 102.4  F2023 Theatres Hotels & Resorts Corp. Items Total Operating income (loss) $ 36.2  $ 17.5  $ (19.8) $ 33.9  Depreciation and amortization 48.4  18.6  0.4  67.3  (Gain) loss on dispositions of property, equipment and other assets (0.1) 0.7  (0.5) —  Share-based compensation (2) 0.9  1.0  4.5  6.4  Impairment charges (3) 1.1  —  —  1.1  Adjusted EBITDA $ 86.4  $ 37.7  $ (15.4) $ 108.7  (1)Includes a gain from an insurance settlement of $4.5M related to insured property damage at one theatre location in fiscal 2025. (2)Non-cash expense related to share-based compensation programs. (3)Non-cash impairment charges in fiscal 2025 related to eight operating theatres and one vacant parcel of land. Non-cash impairment charges in fiscal 2024 related to three operating theatres, one operating theatre that closed in early fiscal 2025, and one permanently closed theatre. Non-cash impairment charges in fiscal 2023 related to one permanently closed theatre. (4)Non-recurring costs related to the closure and exit of one theatre location in fiscal 2024. (5)Repair costs and insurance recoveries that are non-operating in nature related to insured property damage at one theatre location. (6)Debt conversion expense resulting from repurchases of $100.1 million aggregate principal amount of Convertible Notes in fiscal 2024. See Convertible Senior Notes in the “Liquidity and Capital Resources” section of this MD&A for further discussion. (7)Other non-recurring in fiscal 2024 includes settlement and legal expenses related to an equipment lease agreement impacted by the COVID-19 pandemic in Theatres, and professional fees related to convertible debt repurchase transactions and corporate office relocation expenses in Corporate Items. Liquidity and Capital Resources Liquidity Our movie theatre and hotels and resorts businesses each generate significant and relatively consistent daily amounts of cash, subject to previously-noted seasonality, because each segment’s revenue is derived predominantly from consumer cash purchases. We believe that these relatively consistent and predictable cash sources, as well as the availability of unused credit lines, are adequate to support the ongoing operational liquidity needs of our businesses. 41 Table of Contents Maintaining and protecting a strong balance sheet has always been a core philosophy of The Marcus Corporation during our 90-year history, and our financial position remains strong. As of December 31, 2025, we had a cash balance of $23.4 million, $209.6 million of availability under our $225.0 million revolving credit facility, our debt-to-capitalization ratio was 0.26, and our net leverage was 1.5 times net debt to Adjusted EBITDA. With our strong liquidity position, combined with cash generated from operations, we believe we are positioned to meet our obligations as they come due and continue to sustain our operations throughout fiscal 2026 and beyond, as well as our longer-term capital requirements. The following table sets forth our reconciliations of Net Debt and Net Leverage (Net Debt to Adjusted EBITDA) (in millions, except leverage ratio): December 31, 2025 December 26, 2024 Long-term debt (GAAP measure) (1) $ 159.0  $ 159.1  Finance lease obligations (GAAP measure) (2) 11.3  13.0  Less: Cash and cash equivalents (23.4) (40.8) Net Debt $ 146.8  $ 131.3  Net Debt $ 146.8  $ 131.3  Adjusted EBITDA 99.3  102.4  Net Leverage (Net Debt to Adjusted EBITDA) 1.48x 1.28x (1)Represents total long-term debt, including the current portion of long-term debt. (2)Represents total finance lease obligations, including the current portion of finance lease obligations. We believe Net Leverage is a useful measure, as it provides management and investors an indication of our indebtedness less unrestricted cash relative to our earnings performance. Credit Agreement On January 9, 2020, we entered into a Credit Agreement with several banks, including JPMorgan Chase Bank, N.A., as Administrative Agent, and U.S. Bank National Association, as Syndication Agent. On April 29, 2020, we entered into the First Amendment, on September 15, 2020, we entered into the Second Amendment, on July 13, 2021, we entered into the Third Amendment, on July 29, 2022, we entered into the Fourth Amendment, on February 10, 2023, we entered into the Fifth Amendment, and on October 16, 2023, we 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 a five-year revolving credit facility that matures on October 16, 2028 with an initial maximum aggregate amount of availability of $225.0 million. We may request an increase in the aggregate amount of availability under the Credit Agreement by an aggregate amount of up to $125.0 million by increasing the revolving credit facility or adding one or more tranches of term loans. Our ability to increase availability under the Credit Agreement is subject to certain conditions, including, among other things, the absence of any default or event of default or material adverse effect under the Credit Agreement. The Sixth Amendment amended the Credit Agreement to, among other things: (i) revise the applicable interest rates for benchmark and ABR (defined below) loans to be determined by a net leverage ratio, rather than the previously used debt to capitalization ratio; (ii) revise the definition of consolidated EBITDA to exclude certain non-recurring costs and one-time expenses and exclude certain non-recurring recognized gains; (iii) exclude our hotel properties and certain theatre properties from the collateral under the Credit Agreement; (iv) revise the financial covenants to eliminate covenants regarding the consolidated fixed charge coverage ratio and consolidated debt to capitalization ratio and replace these covenants with 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 $30.0 million) is consummated and the three fiscal quarters immediately thereafter; (v) replace the required consolidated fixed charge coverage ratio with a covenant that our interest coverage ratio at the end of any fiscal quarter not be less than 3.00:1.00; (vi) revise permitted indebtedness under the agreement to 42 Table of Contents include, among other items, (a) borrowings or finance lease obligations to finance capital expenditures up to $40.0 million at any time outstanding, (b) indebtedness under our senior notes up to $100.0 million at any time outstanding; (c) indebtedness of up to $25.0 million in any new restricted subsidiaries at the time such entity becomes a restricted subsidiary, (d) other indebtedness not exceeding $50.0 million at any time outstanding and (e) other indebtedness as long as the consolidated net leverage ratio is at least 0.25 less than otherwise required under the Credit Agreement; and (vii) revise the covenants to allow us to make investments as long as no default has occurred under the Credit Agreement, or would occur as a result of the investment, as long as the consolidated net leverage ratio is at least 0.25 less than otherwise required under the Credit Agreement. Borrowings under the Credit Agreement bear interest at a variable rate equal to (i) the term 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 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. We are required to pay a variable rate facility fee depending on our consolidated net leverage ratio. In connection with the Credit Agreement: (i) we and certain of our subsidiaries have 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 Credit Agreement and related obligations; and (ii) certain of our subsidiaries have guaranteed our 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 On December 21, 2016, we entered into a Note Purchase Agreement (the “4.32% Senior Notes Agreement”) with the several purchasers party to the 4.32% Senior Notes Agreement, pursuant to which we issued and sold $50.0 million in aggregate principal amount of our 4.32% Senior Notes due February 22, 2027 in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended. We used the net proceeds of the sale of the 4.32% Notes to repay outstanding indebtedness and for general corporate purposes. Interest on the 4.32% Senior Notes is payable semi-annually in arrears on the 22nd day of February and August in each year and at maturity. The entire outstanding principal balance of the 4.32% Notes will be due and payable on February 22, 2027. The 4.32% Senior Notes rank pari passu in right of payment with all of our other senior secured debt. In connection with entering into the Sixth Amendment to the Credit Agreement, on October 16, 2023, we and certain purchasers entered into the Sixth Amendment to the Note Purchase Agreement, dated December 21, 2016, for our 4.32% Senior Notes due February 22, 2027, (the “Note Amendments” and such Note Purchase Agreements, as previously amended and as amended by the Note Amendments, the “Amended Senior Note Agreements”). The Note Amendments revise the Note Purchase Agreements so that the Amended Senior Note Agreements’ covenants and collateral provisions are consistent with those set forth in the Credit Agreement. On July 9, 2024, we entered into a Master Note Purchase Agreement with several purchasers party to the agreement, pursuant to which we issued and sold $100.0 million aggregate principal amount of senior notes in two tranches: (i) $60.0 million in aggregate principal amount of the Company’s 6.89% Series 2024 Senior Notes, Tranche A due July 9, 2031 (the “Tranche A Notes”) and (ii) $40.0 million in aggregate principal amount of the Company’s 7.02% Series 2024 Senior Notes, Tranche B due July 9, 2034 (the “Tranche B Notes” and, collectively with the Tranche A Notes, the “2024 Senior Notes”). The net proceeds were used to refinance the Convertible Notes Repurchases of $99.9 million aggregate principal amount of Convertible Notes and for general corporate purposes. Interest on the 2024 Senior Notes is payable semi-annually in arrears on the 9th day of January and July each year, commencing on January 9, 2025, and on the applicable maturity date. The Tranche A Notes require annual principal amortization payments beginning in fiscal 2027 with a final maturity in fiscal 2031. The Tranche B Notes require annual principal amortization payments beginning in fiscal 2028 with a final maturity in fiscal 2034. The 2024 Senior Notes rank pari passu in right of payment with all of our other senior secured debt. The Master Note Purchase Agreement contains 43 Table of Contents various restrictions and covenants applicable to the Company and certain of its subsidiaries that are consistent with the restrictions, covenants and collateral provisions in the Company’s existing Credit Agreement and Note Purchase Agreements. Among other requirements, the Master Note Purchase Agreement requires us to maintain (i) a ratio of consolidated net debt (as defined in the Master Note Purchase Agreement) to consolidated EBITDA (as defined in the Master Note Purchase Agreement) of 3.50 to 1.00 or less, with some temporary exceptions for material acquisitions, and (ii) a minimum ratio of consolidated EBITDA to consolidated interest expense (as defined in the Master Note Purchase Agreement) for each period of four consecutive fiscal quarters (determined as of the last day of each fiscal quarter) of 3.00 to 1.00 or more. In connection with the Amended Senior Notes Agreements and Master Note Purchase Agreement: (i) we and certain of our subsidiaries have 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 Notes and related obligations; and (ii) certain subsidiaries of ours have guaranteed our obligations under the Amended Senior Notes Agreements, Master Note Purchase Agreement, Notes, and the 2024 Senior Notes. The Amended Senior Notes Agreements and Master Note Purchase Agreement also contain customary events of default. If an event of default under the Amended Senior Notes Agreements or Master Note Purchase Agreement occurs and is continuing, then, among other things, the purchasers may declare any outstanding obligations under the Amended Senior Notes Agreements, Master Note Purchase Agreement, Notes, and the 2024 Senior Notes to be immediately due and payable and the note holders may exercise their rights and remedies against the pledged collateral. Convertible Senior Notes In September 2020, we entered into a purchase agreement with J.P. Morgan Securities LLC, as representative of the several initial purchasers (the “Initial Purchasers”), to issue and sell $100.1 million aggregate principal amount of our 5.00% Convertible Senior Notes due 2025 (the “Convertible Notes”). In connection with the pricing of the Convertible Notes we entered into privately negotiated Capped Call Transactions (the “Capped Call Transactions”) with certain of the Initial Purchasers and/or their respective affiliates and/or other financial institutions (the “Capped Call Counterparties”). The Capped Call Transactions were expected generally to reduce potential dilution of our common stock upon any conversion of the Convertible Notes and/or offset any cash payments we were required to make in excess of the principal amount of such converted Convertible Notes, as the case may be, in the event that the market price per share of our common stock, as measured under the terms of the Capped Call Transactions, was greater than the strike price of the Capped Call Transactions, which initially corresponded to the conversion price of the Convertible Notes and was subject to anti-dilution adjustments substantially similar to those applicable to the conversion rate of the Convertible Notes. During fiscal 2024, we entered into separate, privately negotiated purchase agreements (the “Purchase Agreements”) with the holders of our Convertible Notes. Under the terms of the Purchase Agreements, the holders agreed to exchange $100.1 million in aggregate principal amount of Convertible Notes for cash consideration of $121.8 million (or $103.5 million net of the cash we 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”). Upon settlement of the Convertible Note Repurchases all of the Convertible Notes were retired. In connection with the Convertible Notes Repurchases, we 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 $18.3 million effected over four separate unwind tranches. During fiscal 2024, we incurred debt conversion expense of $15.5 million in connection with the Convertible Notes Repurchases. The unwind of the Capped Call Transactions resulted in a $17.6 million increase in capital in excess of par within shareholders’ equity during fiscal 2024. Summary The Credit Agreement and the Senior Notes impose various financial covenants applicable to The Marcus Corporation and certain of our subsidiaries. As of the date of this filing, we are in compliance with all of the financial covenants imposed by the Credit Agreement and the Senior Notes. Our long-term debt has no scheduled annual principal payments in fiscal 2026 and $62.0 million annual principal payments in fiscal 2027. We believe that we will have sufficient liquidity to meet our obligations as they come due and to comply with our debt covenants for at least 12 months from the issuance date of the consolidated financial statements and beyond. 44 Table of Contents Financial Condition Fiscal 2025 versus Fiscal 2024 Net cash provided by operating activities totaled $84.2 million during fiscal 2025, compared to net cash provided by operating activities of $103.9 million during fiscal 2024, a decrease of $19.7 million. The decrease in net cash provided by operating activities in fiscal 2025 was due primarily to unfavorable timing of payment of accounts payable, accrued compensation, other assets, and operating leases, partially offset by an increase in net earnings and favorable timing in the collection of accounts receivable and payment of other accrued liabilities as compared to fiscal 2024. Net cash used in investing activities during fiscal 2025 totaled $71.4 million, compared to net cash used in investing activities during fiscal 2024 of $81.9 million, a decrease of $10.5 million. The decrease in net cash used by investing activities was the result of $8.2 million in proceeds from the sale of trading securities during fiscal 2025 compared to $2.3 million in purchases of trading securities in the prior year, proceeds of $4.5 million from an insurance settlement in fiscal 2025, and a decrease in net contributions to hotel joint ventures in the prior period that did not recur, partially offset by a $4.0 million increase in capital expenditures (as described below). In fiscal 2024, we contributed $5.6 million for the purchase of joint venture interests in The Lofton Hotel, partially offset by a $1.5 million sale of joint venture interests in The Lofton Hotel to other minority investors. Total cash capital expenditures (including normal continuing capital maintenance and renovation projects) totaled $83.2 million during fiscal 2025 compared to $79.2 million during fiscal 2024, an increase of $4.0 million, or 5.1%. We incurred approximately $28.4 million of capital expenditures in our theatre division during fiscal 2025, including costs associated with the conversion of three theatre auditoriums to ScreenX, the addition of concession stands at three theatre locations, construction related to insured property damage at one theatre location, and normal maintenance capital projects. We incurred approximately $21.0 million of capital expenditures during fiscal 2024 in our theatre division, including costs associated with the conversion of one theatre location to DreamLounger seating, the purchase of previously leased projectors, and normal maintenance capital projects. We incurred approximately $51.9 million of capital expenditures in our hotels and resorts division during fiscal 2025, including costs related to guestroom, meeting space and lobby renovations at Hilton Milwaukee, golf short course construction at the Grand Geneva Resort & Spa, and normal maintenance capital projects at our other company-owned hotels and resorts. We incurred capital expenditures in our hotels and resorts division during fiscal 2024 of approximately $48.9 million, including costs related to ballroom and meeting space renovations, associate housing construction and golf short course construction at the Grand Geneva Resort & Spa, guest room and lobby renovations at The Pfister Hotel, guest room renovations at the Hilton Milwaukee and normal maintenance capital projects at our other company-owned hotels and resorts. Our current estimated fiscal 2026 cash capital expenditures, which we anticipate may be in the $50 - $55 million range, are described in greater detail in the “Current Plans” section of this MD&A. Net cash used in financing activities during fiscal 2025 totaled $30.8 million, compared to net cash used in financing activities during fiscal 2024 of $37.3 million. During fiscal 2025, we increased our borrowings under our revolving credit facility as needed to fund our cash needs and used excess cash to reduce our borrowings under our revolving credit facility. As short-term revolving credit facility borrowings became due, we replaced them as necessary with new short-term revolving credit facility borrowings. As a result, we added $213.0 million of new short-term revolving credit facility borrowings, and we made $203.0 million of repayments on short-term revolving credit facility borrowings during fiscal 2025. We ended fiscal 2025 with $10.0 million outstanding under our revolving credit facility. During fiscal 2024, we increased our borrowings under our revolving credit facility as needed to fund our cash needs and used excess cash to reduce our borrowings under our revolving credit facility. As a result, we added $119.0 million of new short-term revolving credit facility borrowings, and we made $119.0 million of repayments on short-term revolving credit facility borrowings during fiscal 2024. We ended fiscal 2024 with no outstanding borrowings under our revolving credit facility. Principal payments on long-term debt were approximately $10.4 million during fiscal 2025, including a $10.0 million installment payment on senior notes, compared to payments of $11.4 million during fiscal 2024, which included a $10.0 million installment payment on senior notes. During fiscal 2024 we received $100.0 million of cash proceeds from the issuance of senior notes in July 2024. See Senior Notes section above for further discussion. During fiscal 2024 we paid $123.5 million in cash for the Convertible Notes Repurchases (as defined above) and related transaction costs and we received $18.3 million in cash from the proportionate unwind of the Capped Call 45 Table of Contents Transactions in connection with the Convertible Notes Repurchases. See Convertible Senior Notes section above for further discussion. Our debt-to-capitalization ratio (excluding our finance and operating lease obligations) was 0.26 at December 31, 2025, and December 26, 2024. Based upon our current expectations for our fiscal 2026 operating results and capital expenditures, we anticipate that our total long-term debt and debt-to-capitalization ratio will remain at our current relatively low levels during fiscal 2026. Our actual total long-term debt and debt-to-capitalization ratio at the end of fiscal 2026 are dependent upon, among other things, our actual operating results, capital expenditures, asset sales proceeds and potential equity transactions during the year. During fiscal 2025 we repurchased 1.1 million shares of our common stock for $18.0 million in the open market, compared to 0.7 million share repurchases of our common stock for $9.7 million in the open market in fiscal 2024. As of December 31, 2025, approximately 4.5 million shares of our common stock remained available for repurchase under prior Board of Directors repurchase authorizations. Under these authorizations, we may repurchase shares of our common stock from time to time in the open market, pursuant to privately-negotiated transactions or otherwise, depending upon a number of factors, including prevailing market conditions. We paid regular quarterly dividends totaling $9.2 million during fiscal 2025, compared to $8.8 million in fiscal 2024. During the third quarter of fiscal 2025, we increased our regular quarterly common stock cash dividend by 14% to $0.08 per common share. Contractual Obligations, Commercial Commitments and Future Uses of Cash The following schedule details our contractual obligations at December 31, 2025 (in thousands): Payments Due by Period Total Less Than 1 Year 2-3 Years 4-5 Years After 5 Years Total debt $ 160,000  $ —  $ 89,714  $ 35,428  $ 34,858  Interest on fixed-rate long term debt(1) 32,392  9,102  12,348  7,319  3,623  Pension obligations 34,883  2,339  4,983  6,592  20,969  Operating lease obligations 211,202  23,709  46,629  40,019  100,845  Finance lease obligations 12,762  3,295  4,543  2,764  2,160  Construction commitments 5,002  5,002  —  —  —  Total contractual obligations $ 456,241  $ 43,447  $ 158,217  $ 92,122  $ 162,455  ________________ (1)Interest on variable-rate debt obligations is excluded due to significant variations that may occur in each year related to the amount of variable-rate debt and the accompanying interest rate. As of December 31, 2025 we had $10.0 million variable interest rate debt outstanding. Additional detail describing our long-term debt is included in Note 5 to our consolidated financial statements. As of December 31, 2025, we had no additional material purchase obligations other than those created in the ordinary course of business related to property and equipment, which generally have terms of less than 90 days. We had long-term obligations related to our employee benefit plans, which are discussed in detail in Note 8 to our consolidated financial statements. We have not included uncertain tax obligations in the table of contractual obligations set forth above due to uncertainty as to the timing of any potential payments. As of December 31, 2025, we had no debt or lease guarantee obligations, other than the following arrangements: In connection with the mortgage loan obtained by the Kimpton Hotel Monaco Pittsburgh (“Monaco”) joint venture, we provided an environmental indemnity and a “bad boy” guaranty that provides that the lender can recover losses from us 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 agreed to fully indemnify us under the “bad boy” guarantees for any losses other than those attributable to our own bad acts and has agreed to indemnify 46 Table of Contents us to its proportionate liability under the environmental liability. Additional detail describing the Monaco joint venture is included in Note 11 to our consolidated financial statements. In connection with the mortgage loan obtained by a wholly-owned subsidiary of The Lofton Hotel joint venture entity, we provided an environmental indemnity and a several payment guaranty that provides that the lender can recover losses from us, a principal in Hempel, and a principal in RP for certain events of default of the borrower up to $6.2 million for the Company. Under the terms of a cross-indemnity agreement among the guarantors, the other two guarantors have fully indemnified us under the guarantees for any losses in excess of its proportionate liability under the several payment guaranty and environmental indemnity. Quantitative and Qualitative Disclosures About Market Risk We are exposed to market risk related to changes in interest rates, and we manage our exposure to this market risk by monitoring available financing alternatives. Variable interest rate debt totaled $10.0 million as of December 31, 2025, carried a weighted-average interest rate of 5.4% and represented 6.25% of our total debt portfolio. Our revolving credit facility, which had $10.0 million outstanding borrowings as of December 31, 2025, is our only existing credit facility that bears interest based on a variable rate. Our earnings may be affected by changes in short-term interest rates as a result of our borrowings under our revolving credit facility to the extent we have any such borrowings. Fixed interest rate debt totaled $150.0 million as of December 31, 2025, carried a weighted-average interest rate of 6.1% and represented 93.75% of our total debt portfolio. Fixed interest rate debt included the following: senior notes bearing interest semiannually at fixed rates ranging from 4.32% to 7.02%, maturing in fiscal 2027 through 2034. The fair value of our fixed interest rate debt is subject to interest rate risk. Generally, the fair market value of our fixed interest rate debt will increase as interest rates fall and decrease as interest rates rise. As of December 31, 2025, the fair value of our $150.0 million of senior notes was approximately $155.0 million. The variable interest rate debt and fixed interest rate debt outstanding as of December 31, 2025 matures as follows (in thousands): F2026 F2027 F2028 F2029 F2030 Thereafter Total Variable interest rate $ —  $ —  $ 10,000  $ —  $ —  $ —  $ 10,000  Fixed interest rate —  62,000  17,714  17,714  17,714  34,858  150,000  Total debt $ —  $ 62,000  $ 27,714  $ 17,714  $ 17,714  $ 34,858  $ 160,000  We periodically enter into interest rate swap agreements to manage our exposure to interest rate changes. These swaps involve the exchange of fixed and variable interest rate payments. Payments or receipts on the agreements are recorded as adjustments to interest expense. As of December 31, 2025 there were no interest rate swap agreements outstanding. Critical Accounting Policies and Estimates This MD&A is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of our financial statements requires us to make estimates and judgments that affect our reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates associated with critical accounting policies. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. 47 Table of Contents We believe the following critical accounting policies affect the most significant judgments and estimates used in the preparation of our consolidated financial statements. •Long-lived & Other Intangible Assets: We review long-lived assets, including property and equipment, operating lease right-of-use assets and our trade name intangible asset, for impairment at least annually, or whenever events or changes in circumstances indicate that the carrying amount of any such asset may not be recoverable. Such review is primarily done at the individual theatre or hotel property level, which represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other asset groups. We use judgment to determine whether indicators of impairment exist. The determination of the occurrence of a triggering event is based upon our knowledge of the theatre and hospitality industries, historical experience such as recent operating results, location of the property, market conditions, recent events or transactions, and property-specific information available at the time of the assessment. When a triggering event occurs, judgment is also required in determining the assumptions and estimates to use within the recoverability analysis and when calculating the fair value of the asset if it is determined that the long-lived asset is not recoverable. In performing these analyses, we must make assumptions regarding the estimated future cash flows and other factors that a market participant would make to determine the fair value of the respective assets. The estimate of cash flows is based upon, among other things, certain assumptions about expected future operating performance and anticipated sales prices. Our estimates of cash flows are sensitive to assumed revenue growth rates and may differ from actual cash flows due to factors such as economic conditions, changes to our business model or changes in our operating performance and anticipated sales prices. For long-lived assets, if the sum of the undiscounted estimated cash flows is less than the current carrying value, we then prepare a fair value analysis of the asset. If the carrying value of the asset exceeds the fair value of the asset, we recognize an impairment loss, measured as the amount by which the carrying value exceeds the fair value of the asset. During fiscal 2025, we recorded before-tax impairment charges totaling $5.2 million related to eight operating theatres and one vacant parcel of land. During fiscal 2024, we recorded before-tax impairment charges totaling $6.8 million related to four operating theatres, one operating theatre that we closed in early fiscal 2025, and one permanently closed theatre. During fiscal 2023, we recorded a before-tax impairment charge of $1.1 million related to two permanently closed theatres and surplus real estate that was sold in fiscal 2024. Depreciation expense is based on the estimated useful life of our assets. The life of the assets is based on a number of assumptions, including cost and timing of capital expenditures to maintain and refurbish the asset, as well as specific market and economic conditions. While management believes its estimates are reasonable, a change in the estimated lives could affect depreciation expense and net earnings or the gain or loss on the sale of any of the assets. •Goodwill: We review goodwill for impairment annually or more frequently if certain indicators arise. We perform our annual impairment test on the first day of our 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, we consider the amount of excess fair value over the carrying value of the reporting unit, the period of time since the last quantitative test, and other factors to determine whether or not to first perform a qualitative test. When performing a qualitative test, we assess numerous factors to determine whether it is more likely than not that the fair value of our reporting unit is less than its carrying value. Examples of qualitative factors that we assess include our share price, our financial performance, market and competitive factors in our industry, and other events specific to the reporting unit. If we conclude that it is more likely than not that the fair value of our reporting unit is less than its carrying value, we perform a quantitative test by comparing the carrying value of the reporting unit to the estimated fair value. Primarily all of our goodwill relates to our theatre segment. During the first three quarters of fiscal 2025, we determined that there were no indicators of impairment that would require an additional quantitative analysis during these interim periods. We performed our annual goodwill impairment test as of October 1, 2025 and determined that a quantitative analysis would be appropriate. In order to determine fair value, we used assumptions based on information available to us as of October 1, 2025, including both market data and forecasted cash flows. We then used this information to determine fair value and determined that the fair value of our theatre reporting unit exceeded our carrying value by a substantial amount and deemed that no impairment was indicated as of October 1, 2025. If we are unable to achieve our forecasted cash flow or if market conditions worsen, our goodwill could be impaired at a later date. 48 Table of Contents •Income Taxes: We are subject to U.S. federal and state income taxes in numerous state jurisdictions. Significant judgment is required in determining both our key assumptions utilized in the accounting for income taxes and the recording of the provision for income taxes and the related deferred tax assets and liabilities. We assess our income tax positions and record tax liabilities for all years subject to examination based upon management’s evaluation of the facts and circumstances and information available at the reporting dates. For those income tax positions where it is more-likely-than-not that a tax benefit will be sustained upon the conclusion of an examination, we have recorded the largest amount of tax benefit having a cumulatively greater than 50% likelihood of being realized upon ultimate settlement with the applicable taxing authority assuming that it has full knowledge of all relevant information. For those tax positions that do not meet the more-likely-than-not threshold regarding the ultimate realization of the related tax benefit, no tax benefit has been recorded in the financial statements. We recognize deferred tax assets and liabilities for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases, net operating losses, tax credits and other carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. We regularly review our deferred tax assets for recoverability and establish a valuation allowance based on historical losses, projected future taxable income and the expected timing of the reversals of existing temporary differences. As a result of this review, we have established valuation allowances against certain of our deferred tax assets relating to state net operating loss carryforwards and relating to historical tax credits. As of December 31, 2025 and December 26, 2024, valuation allowances against our deferred tax assets were $3.6 million. Future tax authority rulings and changes in tax laws, changes in projected levels of taxable income and future tax planning strategies could affect the actual effective tax rate and tax balances recorded. Implementation of New Accounting Standards In fiscal 2025, we 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. Accounting Changes For a description of recent accounting pronouncements, See Note 1 of the notes to our consolidated financial statements included in Part II, Item 8 of this annual report on Form 10-K.