Marcus & Millichap (MMI) CEO logs RSU exercises, tax withholdings and share gifts

Rhea-AI Filing Summary

Marcus & Millichap, Inc. Chief Executive Officer Hessam Nadji reported routine equity compensation activity and gifts of shares. He exercised restricted stock units covering 81,115 shares of common stock, with 41,112 shares withheld at $26.43 per share to cover tax liabilities and 7,000 shares transferred as bona fide gifts. Following these transactions, he directly holds 305,427 shares of common stock.

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
Estimated average burden
hours per response:			0.5

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)
03/10/2026

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	03/10/2026		M		14,400	A	(1)	286,824	D
Common Stock	03/10/2026		F(2)		7,298	D	$26.43	279,526	D
Common Stock	03/10/2026		M		11,515	A	(1)	291,041	D
Common Stock	03/10/2026		F(2)		5,836	D	$26.43	285,205	D
Common Stock	03/10/2026		M		18,400	A	(1)	303,605	D
Common Stock	03/10/2026		F(2)		9,326	D	$26.43	294,279	D
Common Stock	03/10/2026		M		18,400	A	(1)	312,679	D
Common Stock	03/10/2026		F(2)		9,326	D	$26.43	303,353	D
Common Stock	03/10/2026		M		18,400	A	(1)	321,753	D
Common Stock	03/10/2026		F(2)		9,326	D	$26.43	312,427	D
Common Stock	03/11/2026		G		5,700	D	$0	306,727	D
Common Stock	03/12/2026		G		1,300	D	$0	305,427	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)	03/10/2026		M			18,400	(3)	02/11/2031	Common Stock	18,400	$0	0	D
Restricted Stock Units	(1)	03/10/2026		M			18,400	(4)	02/10/2032	Common Stock	18,400	$0	18,400	D
Restricted Stock Units	(1)	03/10/2026		M			18,400	(5)	02/10/2032	Common Stock	18,400	$0	36,800	D
Restricted Stock Units	(1)	03/10/2026		M			14,400	(6)	02/08/2034	Common Stock	14,400	$0	43,200	D
Restricted Stock Units	(1)	03/10/2026		M			11,515	(7)	02/06/2035	Common Stock	11,515	$0	34,545	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 March 10, 2026.

3. The restricted stock units vest in five equal annual installments beginning March 10, 2022.

4. The restricted stock units vest in five equal annual installments beginning March 10, 2023.

5. The restricted stock units vest in five equal annual installments beginning March 10, 2024.

6. The restricted stock units vest in five equal annual installments beginning March 10, 2025.

7. The restricted stock units vest in four equal annual installments beginning March 10, 2026.

	/s/ Steven DeGennaro as attorney-in-fact for Hessam Nadji	03/12/2026
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did MMI CEO Hessam Nadji report on this Form 4?

Hessam Nadji reported exercises of restricted stock units into common shares, tax-related share withholdings, and bona fide gifts. These actions reflect routine equity compensation settlements rather than open-market buying or selling activity.

How many Marcus & Millichap (MMI) shares did the CEO acquire through RSU exercises?

The CEO exercised restricted stock units covering 81,115 shares of common stock. These exercises convert previously granted stock-based awards into actual shares as part of his long-term incentive compensation package.

How many Marcus & Millichap (MMI) shares were withheld for taxes in this filing?

A total of 41,112 shares of common stock were withheld to satisfy withholding tax liabilities. The withholding amount was based on the $26.43 closing sale price on March 10, 2026, per the filing footnote.

How many Marcus & Millichap (MMI) shares did the CEO transfer as gifts?

The Form 4 shows bona fide gifts totaling 7,000 shares of common stock. Gift transactions are non-market dispositions and do not represent open-market sales for cash consideration.

What is Hessam Nadji’s reported direct ownership in Marcus & Millichap (MMI) after these transactions?

After the reported exercises, tax withholdings, and gifts, Hessam Nadji directly owns 305,427 shares of Marcus & Millichap common stock, according to the post-transaction holdings reported in the Form 4.

How do the RSUs in this Marcus & Millichap (MMI) filing vest over time?

The restricted stock units vest in annual installments over multi-year schedules. Different grants begin vesting on March 10 of 2022, 2023, 2024, 2025, and 2026, with each grant vesting in four or five equal annual installments.