Marcus & Millichap insider: RSU settlements and ESPP purchase reported

Rhea-AI Filing Summary

Marcus & Millichap EVP and CFO Steven F. DeGennaro reported equity-compensation activity converting restricted stock units to common shares and a small employee purchase. The filing shows a 1,500-share RSU settlement dated 08/08/2025 and an additional 1,500 RSU award scheduled to vest on 08/10/2025, with each RSU representing a contingent right to one share. The report also reflects an Employee Stock Purchase Plan purchase of 616 shares included in the beneficial ownership totals. Some shares were withheld to cover withholding tax on the RSU settlements, calculated using the closing price on August 8, 2025. The transactions are vesting and purchase events, not share sales or transfers.

Positive

• Conversion of RSUs to common stock demonstrates executive alignment with shareholder equity rather than cash-only compensation
• Insider purchase of 616 shares via the ESPP indicates personal share accumulation by the reporting officer

Negative

• None.

Insights

Corporate Governance Expert

Routine executive equity vesting and a modest ESPP purchase; no sales reported.

The Form 4 discloses standard equity-compensation mechanics for a senior officer: an RSU settlement and an additional RSU tranche scheduled to vest, plus an ESPP purchase. These items align management incentives with shareholder interests but do not represent an active change in control or disposition. Withholding to satisfy tax obligations is procedural. Overall, the filing signals compensation realization rather than a liquidity event.

Equity Compensation Analyst

Materially routine: RSUs vesting over scheduled installments; no exercise price and modest ESPP participation.

The disclosure confirms that each RSU converts to one share and that two RSU series vest in five equal annual installments beginning August 10, 2021 and August 10, 2022 respectively. One RSU settlement of 1,500 shares was reported and another 1,500 shares are scheduled to vest, while 616 shares were acquired under the ESPP. The RSUs show a $0 exercise price (reflecting grants, not options). These are normal compensation events with limited immediate market impact.

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)
08/08/2025

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	08/08/2025		M		1,500	A	(1)	30,250	D
Common Stock	08/08/2024		F(2)		761	D	$38.09	29,489	D
Common Stock	08/08/2025		M		1,500	A	(1)	30,989	D
Common Stock	08/08/2024		F(2)		761	D	$38.09	30,844(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 Unit	(1)	08/08/2025		M			1,500	(4)	(4)	Common Stock	1,500	$0	0	D
Restricted Stock Unit	(1)	08/10/2025		M			1,500	(5)	(5)	Common Stock	1,500	$0	1,500	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 August 8, 2025.

3. Includes 616 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 August 10, 2021.

5. The restricted stock units vest in five equal annual installments beginning August 10, 2022.

	/s/ Steven F. DeGennaro	08/12/2025
	** 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).
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FAQ

What transactions did MMI insider Steven F. DeGennaro report on this Form 4?

He reported a 1,500-share RSU settlement dated 08/08/2025, an additional 1,500 RSUs scheduled to vest on 08/10/2025, and a 616-share ESPP purchase.

How many RSUs converted or will convert to shares for Steven DeGennaro?

1,500 RSUs settled (converted) and 1,500 RSUs scheduled to vest, with each RSU representing one share.

Did the filing report any sales of Marcus & Millichap (MMI) stock by the officer?

No sales were reported. The transactions are RSU settlements and an ESPP purchase; some shares were withheld for taxes.

Why were shares withheld in the reported transactions?

Shares were withheld to satisfy the withholding tax liability incurred upon the RSU settlements, based on the closing price on August 8, 2025.

What is the exercise price or cost basis for the RSUs reported?

The RSUs have an effective price of $0 (they are awards, not options); the ESPP purchase price is not itemized in the Form 4 content.