Marcus & Millichap (MMI) CEO RSU Settlement Raises Ownership to 290,703 Shares

Rhea-AI Filing Summary

Marcus & Millichap, Inc. (MMI) reporting person Hessam Nadji, who serves as Chief Executive Officer and a Director, reported equity transactions on 09/10/2025. The filing shows settlement of 30,000 restricted stock units (RSUs) that convert into 30,000 shares of common stock, increasing Mr. Nadji's beneficial ownership to 290,703 shares. Separately, 15,204 shares were withheld by the issuer to satisfy tax withholding at a reported price of $32.19, leaving a post-transaction direct beneficial ownership of 275,499 shares. The RSUs vest in five equal annual installments beginning September 10, 2024, and each RSU represents the right to one share.

Positive

• Settlement of 30,000 RSUs increased the reporting person’s direct beneficial ownership to 290,703 shares
• Vesting schedule disclosed: RSUs vest in five equal annual installments beginning 09/10/2024, providing transparency on future share issuance

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: CEO/Director settled RSUs for 30,000 shares; a portion withheld for taxes, modest net increase in ownership.

The Form 4 documents a routine compensation-related settlement rather than open-market buying or selling. Settlement of 30,000 RSUs increases direct beneficial ownership, while withholding of 15,204 shares to cover tax obligations is standard practice and reduces the net share delivery. The filing clarifies vesting schedule (five equal annual installments starting 09/10/2024), which ties future share issuance to continued service. This is a governance/compensation disclosure with limited immediate market impact.

Securities Analyst

TL;DR: Insider equity grant settled; net shares modestly increase but meaningful ownership remains concentrated.

From a securities perspective, the transaction reflects compensation realization, not a discretionary sale. The gross RSU settlement (30,000) and tax-withholding (15,204 at $32.19) yield a net issuance that raises reported beneficial ownership to 290,703 shares (275,499 after withholding on the reported line). The disclosed prices and precise share counts allow investors to quantify dilution and insider alignment, though the transaction is not a liquidity event suggesting change in insider sentiment.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Nadji Hessam

(Last) (First) (Middle)

C/O MARCUS & MILLICHAP, INC.

23975 PARK SORRENTO, SUITE 400

(Street)

CALABASAS CA 91302

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Marcus & Millichap, Inc. [ MMI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/10/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/10/2025		M		30,000	A	(1)	290,703	D
Common Stock	09/10/2025		F(2)		15,204	D	$32.19	275,499	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	09/10/2025		M			30,000	(3)	(3)	Common Stock	30,000	$0	90,000	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.

2. Shares withheld by the Issuer in payment of the withholding tax liability incurred upon the above-reported settlements of RSUs. The amount of shares withheld is based on the closing sale price on September 10, 2025.

3. The restricted stock units vest in five equal annual installments beginning September 10, 2024.

	/s/ Mark Cortell, as Attorney-in-Fact for Hessam Nadji	09/12/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did Hessam Nadji report on the Form 4 for MMI?

He reported settlement of 30,000 restricted stock units (RSUs) into common stock on 09/10/2025, with 15,204 shares withheld for taxes.

How many shares does Nadji beneficially own after the transactions?

The filing shows 290,703 shares beneficially owned following the reported transactions (reported direct ownership).

What price was used for the tax withholding on the RSU settlement?

The issuer withheld shares to satisfy taxes based on the closing sale price of $32.19 on September 10, 2025.

What is the RSU vesting schedule disclosed in the Form 4?

The RSUs vest in five equal annual installments beginning on September 10, 2024.

Was this Form 4 filing individual or joint?

The Form indicates it was filed by one reporting person.