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Marcus & Millichap CEO settles 30K RSUs

Marcus & Millichap’s CEO settled RSUs into common shares, with shares withheld for taxes and a small stock gift reported.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Marcus & Millichap, Inc. (MMI) reported that Chief Executive Officer and director Hessam Nadji settled 30,000 Restricted Stock Units into 30,000 shares of common stock on September 10, 2026, and 15,264 of those shares were withheld to cover associated tax liability based on the closing price that day.

On September 14, 2026, Nadji made a bona fide gift of 700 common shares. After the RSU settlement, 60,000 Restricted Stock Units remain outstanding, and 480 common shares are reported as indirectly owned by his adult son, with beneficial ownership disclaimed. No Rule 10b5-1 trading plan is reported.

Positive

  • None.

Negative

  • None.
Insider Nadji Hessam
Role Chief Executive Officer
Type Security Shares Price Value
Gift Common Stock 700 $0.00 $0.00
Exercise Restricted Stock Units F1, F4 30,000 $0.00 $0.00
Exercise Common Stock F1 30,000 $0.00 $0.00
Tax Withholding Common Stock F2 15,264 $0.00 $0.00
holding Common Stock F3 -- -- --
Holdings After Transaction: Restricted Stock Units — 60,000 contracts (Direct); Common Stock — 314,018 shares (Direct); Common Stock — 480 shares (Indirect, By:Son)
Footnotes (4)
  1. F1. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
  2. F2. 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, 2026.
  3. F3. Shares owned by the reporting person's adult son, who is currently resididng in the reporting person's household. The reporting person disclaims benefial ownership of these shares, and this report shall not be deemed an admission that the reporting person is the benefical owner of such shares for purposes of Section 16 or for any other purpose.
  4. F4. The restricted stock units vest in five equal annual installments beginning March 10, 2023.
RSUs settled into common stock 30,000 shares Restricted Stock Units converted to common stock on September 10, 2026
Shares withheld for tax liability 15,264 shares Common shares withheld to pay RSU-related tax on September 10, 2026
Bona fide gift of common stock 700 shares Gift transaction reported on September 14, 2026
Remaining Restricted Stock Units 60,000 units RSUs reported as held after the September 10, 2026 settlement
Indirectly held common stock 480 shares Shares owned by CEO’s adult son, with beneficial ownership disclaimed
Restricted Stock Units financial
"Each restricted stock unit represents a contingent right to receive one share"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
bona fide gift financial
"transaction code description shows this as a Bona fide gift"
A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.
withholding tax liability financial
"payment of the withholding tax liability incurred upon the settlements of RSUs"
beneficial ownership financial
"The reporting person disclaims benefial ownership of these shares"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity transactions did MMI’s CEO Hessam Nadji report on this Form 4?

He reported settling 30,000 Restricted Stock Units into common stock on September 10, 2026, with 15,264 shares withheld for tax liability, and a bona fide gift of 700 common shares on September 14, 2026.

How many Restricted Stock Units does MMI’s CEO still hold after these transactions?

After the September 10, 2026 settlement, Hessam Nadji is reported as holding 60,000 Restricted Stock Units, which continue to represent rights to receive MMI common shares under their vesting schedule.

What is the nature of the 15,264 MMI shares reported with code F?

The 15,264 common shares were withheld by Marcus & Millichap to pay the withholding tax liability incurred upon the RSU settlements, based on the stock’s closing sale price on September 10, 2026.

What does the 700-share MMI stock transaction represent for the CEO?

The 700-share transaction dated September 14, 2026 is reported as a bona fide gift of common stock, with no price per share reported and classified as a disposition rather than a sale for value.

Were MMI CEO’s reported transactions made under a Rule 10b5-1 plan?

The document-level Rule 10b5-1 checkbox is not marked as affirming a plan, and the footnotes do not describe any such trading plan for these transactions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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 CALIFORNIA 91302

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Marcus & Millichap, Inc. [ MMI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/10/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock09/10/2026M30,000A$0(1)329,982D
Common Stock09/10/2026F(2)15,264D$0314,718D
Common Stock09/14/2026G700D$0314,018D
Common Stock480IBy:Son(3)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)09/10/2026M30,000 (4)02/10/2032Common Stock30,000$060,000D
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, 2026.
3. Shares owned by the reporting person's adult son, who is currently resididng in the reporting person's household. The reporting person disclaims benefial ownership of these shares, and this report shall not be deemed an admission that the reporting person is the benefical owner of such shares for purposes of Section 16 or for any other purpose.
4. The restricted stock units vest in five equal annual installments beginning March 10, 2023.
/s/ Nadji Hessam09/14/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

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