Marcus & Millichap (MMI) CFO settles RSUs with share tax withholding

Rhea-AI Filing Summary

Marcus & Millichap EVP and CFO Steven F. DeGennaro reported multiple compensation-related stock transactions involving restricted stock units (RSUs) on March 10, 2026. He exercised or settled RSUs that delivered a total of 16,140 shares of common stock at a conversion price of $0.00 per share.

To cover withholding tax on these RSU settlements, 6,255 shares of common stock were withheld by the company at a price of $26.43 per share, rather than sold in the open market. After these transactions, DeGennaro directly owned 39,497 shares of common stock, including 361 shares acquired through the employee stock purchase plan.

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

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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^*

DeGennaro Steven F.

(Last) (First) (Middle)

C/O MARCUS & MILLICHAP, INC.

23975 PARK SORRENTO

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP and CFO

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		2,140	A	(1)	32,984	D
Common Stock	03/10/2026		F(2)		764	D	$26.43	32,220	D
Common Stock	03/10/2026		M		1,329	A	(1)	33,549	D
Common Stock	03/10/2026		F(2)		475	D	$26.43	33,074	D
Common Stock	03/10/2026		M		1,317	A	(1)	34,391	D
Common Stock	03/10/2026		F(2)		470	D	$26.43	33,921	D
Common Stock	03/10/2026		M		8,854	A	(1)	42,775	D
Common Stock	03/10/2026		F(2)		3,278	D	$26.43	39,497	D
Common Stock	03/10/2026		M		2,500	A	(1)	41,997	D
Common Stock	03/10/2026		F(2)		1,268	D	$26.43	41,090(3)	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			8,854	(4)	02/10/2032	Common Stock	8,854	$0	8,856	D
Restricted Stock Units	(1)	03/10/2026		M			2,500	(5)	02/09/2033	Common Stock	2,500	$0	5,008	D
Restricted Stock Units	(1)	03/10/2026		M			2,140	(6)	02/08/2034	Common Stock	2,140	$0	6,420	D
Restricted Stock Units	(1)	03/10/2026		M			1,329	(7)	02/06/2035	Common Stock	1,329	$0	3,990	D
Restricted Stock Units	(1)	03/10/2026		M			1,317	(6)	02/06/2035	Common Stock	1,317	$0	3,953	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. Includes 361 shares of Common Stock purchased under the Issuer's Employee Stock Purchase Plan.

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 F. DeGennaro	02/12/2026
	** 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).
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FAQ

What did Marcus & Millichap (MMI) EVP and CFO Steven DeGennaro report in this Form 4?

He reported the settlement of multiple restricted stock unit awards into common shares and related tax-withholding transactions. These events reflect compensation vesting and do not involve open-market purchases or sales of Marcus & Millichap stock by the CFO.

How many Marcus & Millichap (MMI) shares came from RSU settlements?

Restricted stock unit settlements delivered a total of 16,140 shares of Marcus & Millichap common stock. Each RSU represents a contingent right to receive one share, and these awards vested according to multi-year installment schedules beginning in March 2023, 2024, 2025, and 2026.

How were taxes paid on Steven DeGennaro’s Marcus & Millichap RSU settlements?

Taxes were paid through share withholding, not open-market sales. A total of 6,255 shares were withheld by Marcus & Millichap to satisfy tax liabilities, using the closing sale price of $26.43 on March 10, 2026, as the basis for the withholding calculation.

What is Steven DeGennaro’s Marcus & Millichap share ownership after these transactions?

Following the RSU settlements and tax-withholding entries, he directly owned 39,497 shares of Marcus & Millichap common stock. This total includes 361 shares that were previously purchased under the company’s Employee Stock Purchase Plan, as noted in the filing’s footnotes.

Do these Marcus & Millichap Form 4 transactions indicate open-market buying or selling?

No, the transactions consist of RSU exercises or conversions and share withholding for taxes. The Form 4 shows no open-market purchases or sales; instead, it reflects routine equity compensation vesting and associated tax payments made in shares rather than cash.

How do the Marcus & Millichap RSU awards for the CFO vest over time?

The reported RSU grants vest in annual installments over several years. Some vest in five equal yearly tranches beginning March 10, 2023, 2024, or 2025, while another vests in four equal annual installments starting March 10, 2026, according to the disclosed footnotes.