Marcus (MCS) risk factors, FY2025 10-K

Marcus's FY2025 10-K, filed Feb 27, 2026, lists 28 risk factors in 5 groups. Against the prior year's 28: 1 new, 1 dropped, 6 substantially reworded.

Risk factors listed
285 groups
New this year
1vs 28 last year
Dropped
1since the prior 10-K
Substantially reworded
6of those kept
Section length
6k wordsItem 1A

What the changes say

  • Film distributor concentration is now quantified at 84% of 2025 box office revenues, adding studio consolidation risks.
  • Cybersecurity and data privacy obligations were split into a dedicated new risk factor.
  • Dividend suspension history wording was updated to reflect past business disruptions.

What changed since the prior 10-K

New

  • NewGeneral Risks

    continue to enhance our information security measures or to investigate and remediate any information security vulnerabilities

    Evolving U.S. privacy laws and data security requirements create risks of significant fines, litigation, and liabilities if compliance fails.

Dropped

  • DroppedFinancial Risks

    the extent we capitalize our capital expenditures, our depreciation expenses may increase, thereby adversely affecting our results of operations. Several of our hotels are scheduled for significant reinvestment in the next one to two years

Reworded

  • 44% rewrittenOperational Risks

    A deterioration in relationships with or consolidation of film distributors could adversely affect our ability to obtain commercially successful films or increase our costs to obtain such films

    Added quantitative detail that six major film distributors accounted for approximately 84% of U.S. box office revenues during 2025, plus studio consolidation risks.

    Was: A deterioration in relationships with film distributors could adversely affect our ability to obtain commercially successful films or increase our costs to obtain such films

  • 42% rewrittenFinancial Risks

    Our businesses are heavily capital intensive and preopening and start-up costs, increasing depreciation expenses and impairment charges may adversely affect our financial results

    Removed commentary regarding scheduled hotel reinvestments and asset impairment indicators.

  • 40% rewrittenFinancial Risks

    Our ability to pay dividends or repurchase common stock may be limited or otherwise restricted

    Updated past dividend suspension disclosure from specific fiscal years 2020-2022 to generalized periods of significant business disruption.

  • 26% rewrittenGeneral Risks

    Certain provisions of our articles of incorporation and bylaws and of Wisconsin law could prevent a takeover that shareholders consider favorable and could also reduce the market price of our stock

    Removed trailing sentences about information systems vulnerabilities, separating that threat into a standalone risk factor.

  • 23% rewrittenOperational Risks

    Our financial results may be adversely impacted by unique factors affecting the theatre exhibition industry, such as the shrinking video release window, the piracy of feature films and the increasing use of alternative film distribution channels and other competing forms of entertainment

    Minor edits or formatting adjustments with no substantive change to the video release window risk description.

    Was: Our financial results may be adversely impacted by unique factors affecting the theatre exhibition industry, such as the shrinking video release window, the increasing piracy of feature films and the increasing use of alternative film distribution channels and other competing forms of entertainment

  • 22% rewrittenOperational Risks

    Our results are seasonal, resulting in unpredictable and varied quarterly results

    Added a qualifying reference to the change in fiscal year in fiscal 2025 regarding holiday timing impacts.

All 28 risk factors

Headings as the filing states them, in filing order.

Operational Risks

  1. 01The lack of both the quantity and audience appeal of motion pictures may adversely affect our financial results
  2. 02Our financial results may be adversely impacted by unique factors affecting the theatre exhibition industry, such as the shrinking video release window, the piracy of feature films and the increasing use of alternative film distribution channels and other competing forms of entertainment23% rewritten
  3. 03A deterioration in relationships with or consolidation of film distributors could adversely affect our ability to obtain commercially successful films or increase our costs to obtain such films44% rewritten
  4. 04The relative industry supply of available rooms at comparable lodging facilities may adversely affect our financial results
  5. 05Each of our business segments and properties experience ongoing intense competition
  6. 06Changes in the availability of and the cost of labor could adversely affect our business
  7. 07Supply chain disruptions may negatively impact our operating results
  8. 08Adverse weather conditions, particularly during the winter in the Midwest and in our other markets, may adversely affect our financial results
  9. 09Our results are seasonal, resulting in unpredictable and varied quarterly results22% rewritten
  10. 10Our properties are subject to risks relating to acts of God, terrorist activity and war and any such event may adversely affect our financial results
  11. 11If the amount of sales made through third-party internet travel intermediaries increases significantly, consumer loyalty to our hotels could decrease and our revenues could fall

Financial Risks

  1. 12Adverse economic conditions in our markets may adversely affect our financial results
  2. 13Our businesses are heavily capital intensive and preopening and start-up costs, increasing depreciation expenses and impairment charges may adversely affect our financial results42% rewritten
  3. 14Adverse economic conditions, including disruptions in the financial markets, may adversely affect our ability to obtain financing on reasonable and acceptable terms, if at all, and impact our ability to achieve certain of our growth objectives
  4. 15We may need additional financing to execute on our current or future business strategies, including to develop new or enhance existing products and services, acquire businesses and technologies, or otherwise to respond to competitive pressures
  5. 16Our ability to pay dividends or repurchase common stock may be limited or otherwise restricted40% rewritten
  6. 17Servicing our debt requires a significant amount of cash, and we may not have sufficient cash flow from our business to repay our debt

Strategic Risks

  1. 18We may not achieve the expected benefits and performance of our strategic initiatives and acquisitions
  2. 19Our ability to identify suitable properties to acquire, develop and manage will directly impact our ability to achieve certain of our growth objectives
  3. 20Our ability to identify suitable joint venture partners or raise investment funds to acquire, develop and manage hotels and resorts will directly impact our ability to achieve certain of our growth objectives
  4. 21Investing through partnerships or joint ventures decreases our ability to manage risk

Legal, Regulatory and Compliance Risks

  1. 22Recalls of food products and associated costs could adversely affect our reputation and financial condition
  2. 23We are subject to substantial government regulation, which could entail significant cost
  3. 24We are subject to complex taxation and could be subject to changes in our tax rates, the adoption of new tax legislation or exposure to additional tax liabilities

General Risks

  1. 25Our business and operations could be negatively affected if we become subject to any securities litigation or shareholder activism, which could cause us to incur significant expense, hinder execution of our business strategy and impact our stock price
  2. 26Our stock price may be volatile, which could result in securities class action litigation against us
  3. 27Certain provisions of our articles of incorporation and bylaws and of Wisconsin law could prevent a takeover that shareholders consider favorable and could also reduce the market price of our stock26% rewritten
  4. 28continue to enhance our information security measures or to investigate and remediate any information security vulnerabilitiesNew

Other Marcus 10-Ks

  • FY2024 10-K risk factors
    28 risks

    Marcus Corp's risks center on its two core divisions, movie theatres and hotels, exposed to industry trends, weather, and labor costs.

    Filed Feb 28, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.