Nadji Hessam 4

What Happened

• Nadji Hessam, CEO of Marcus & Millichap (MMI), had multiple restricted stock units (RSUs) vest and converted into common shares on March 10, 2026. In total, 81,115 RSUs were settled into shares.
• To satisfy withholding tax obligations, 41,112 shares were withheld at a per-share price of $26.43 (total withholding ≈ $1,086,589). Separately, Hessam made gifts of 5,700 shares on March 11 and 1,300 shares on March 12 (total gifted = 7,000 shares).
• Net from these events, the filer’s position increased by approximately 33,003 shares (81,115 settled − 41,112 withheld − 7,000 gifted). The filing shows the RSU conversions and share-withholding; no open-market cash sales were reported other than the shares withheld for taxes.

Key Details

• Transaction dates: primary settlement March 10, 2026; gifts on March 11 and March 12, 2026.
• Withholding price: $26.43 per share (withheld shares used to pay tax liability; filing notes withholding based on the March 10 closing price).
• Withheld shares and values reported: 7,298 shares ($192,886); 5,836 shares ($154,245); three withholdings of 9,326 shares each ($246,486 each) — total 41,112 shares withheld ($1.09M).
• RSU settlement totals: 81,115 RSUs converted to common shares (multiple tranches).
• Gifts: 5,700 and 1,300 shares (no cash consideration).
• Shares owned after the transactions: not specified in the provided filing excerpt.
• Footnotes: RSUs represent contingent rights to one share each and vest according to multi-year schedules (see filing footnotes F1–F7). F2 confirms shares were withheld to cover withholding tax liability.
• Timeliness: Transactions reported in a Form 4 filed March 12, 2026 for activity on March 10–12, 2026 (filed within the Form 4 reporting window).

Context

• These transactions reflect RSU settlements and routine tax withholding rather than open-market purchases or discretionary sales. Withholding of shares to satisfy taxes is common on RSU vesting and is recorded as disposals (code F). Gifted shares (code G) are transfers that do not necessarily indicate the insider’s view of the company’s prospects.