UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 5, 2025

MARCUS & MILLICHAP, INC.

(Exact name of Registrant as Specified in its Charter)

Delaware

001-36155

35-2478370

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

23975 Park Sorrento, Suite 400

Calabasas, California 91302

(Address of Principal Executive Offices including Zip Code)

(818) 212-2250

(Registrant’s Telephone Number, including Area Code)

Not Applicable

(Former Name or Former Address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.0001 per share

MMI

New York Stock Exchange (NYSE)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously reported by Marcus & Millichap, Inc. (the “Company”), on April 29, 2025, Richard Matricaria, formerly the Company’s Chief Operating Officer, Western Division, was named Senior Vice President and Chief Growth Officer effective May 1, 2025. On June 5, 2025, Mr. Matricaria and the Company, entered into an employment agreement (the “Employment Agreement”) setting forth the terms of his service as Chief Growth Officer.

Pursuant to the terms of the Employment Agreement, Mr. Matricaria will (i) receive an annual base salary of $400,000, (ii) be eligible to receive an annual discretionary cash bonus with a bonus target of $600,000 based on the achievement of individual goals and Company goals, (iii) be eligible to receive equity grants of up to 50% of the amount of the annual discretionary cash bonus, and (iv) receive a one-time relocation allowance of up to $75,000 for actual moving-related costs. The Employment Agreement became retroactively effective as of May 1, 2025.

The foregoing description of the Employment Agreement is not complete and is qualified by reference to the full text and terms of such document, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description of Exhibit

10.1		Employment Agreement by and between Marcus & Millichap, Inc. and Richard Matricaria

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MARCUS & MILLICHAP, INC.

Date: June 9, 2025

/s/ Steven F. DeGennaro

Steven F. DeGennaro

Chief Financial Officer

Marcus & Millichap, Inc. 8-K