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Possible new Marcus shares

MCSDilution

Known so far: no new shares from the prospectus covers read · shelf not limited by the baby-shelf rule · not yet read: warrants, ATM.

Shelf room

  • Room today not capped by the baby-shelf rule ($301M float, Jun 30, 2025)
How this is worked out

Shelf room on the S-3 of Oct 7, 2024: not limited by the baby-shelf rule, because the $301M public float stated as of Jun 30, 2025 is $75M or more. Sources: S-3 Oct 7, 2024, effective Oct 21, 2024 · public float, as of Jun 30, 2025.

What could become new Marcus (MCS) shares: convertible notes and options and RSUs, each with the 10-Q, 10-K, S-3 or 424B filing it comes from.

Marcus dilution ladder

Every source of new shares on record, from the filings that created it.

30.7M outstanding; up to 33.6M fully diluted, +9%

  1. Outstandingas of Oct 28, 2025 (10-Q filed Oct 31) · share count on the cover page
    30.7M
  2. Convertible notes0 shares10-Q Oct 31, 2025 · securities left out of diluted EPS
    +0
  3. Options and RSUs2.1M options, 803K RSUs10-Q Oct 31, 2025 · securities left out of diluted EPS
    +2.9M

Not stated in the filings we read: an ATM program, warrants.

Counts, sizes and prices as stated in each filing; the fully diluted count is arithmetic on them. Dollars become shares only at a price a filing states. Not advice.

Financing terms to know

None found in filings since Oct 31, 2025.

Each term is quoted from the exhibit it comes from; numbers are as stated in the filing. A flag describes a financing term. It is not investment advice.