Marcus & Millichap, Inc. Annual Report 2024

FY2024 Annual Report · Marcus & Millichap, Inc.

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2024 Annual Report
Marcus & Millichap, Inc.
REAL ESTATE INVESTMENT SALES | FINANCING | RESEARCH | ADVISORY SERVICES

Mission Statement
Founded on Specialization – A Culture of Client
Results Powered by Research and Technology
■
Dedicated to real estate investment brokerage since 1971
■
The industry leader in real estate investment transactions
■
A leading source of real estate ﬁnancing and capital markets expertise
■
A trusted provider of market research and advisory services
• 1,712 investment sales and ﬁnancing professionals
• Serving investors with 80+ oﬃces throughout the U.S. and Canada
• Integrated marketing system matching buyers and sellers
• Specialized coverage by property type
At Marcus & Millichap, our commitment is to help our
clients create and preserve wealth by providing them with
the best real estate investment sales, ﬁnancing, research
and advisory services.

TO OUR SHAREHOLDERS
Marcus & Millichap (MMI) demonstrated resilience and adaptability
in navigating the challenges of the U.S. commercial real estate market.
Our dedicated brokerage and ﬁnancing teams and support personnel
remained diligent, successfully managing extended transaction
timelines and frequent deal recalibrations. These headwinds reﬂect the
ongoing impact of the market disruption stemming from “higher for
longer” interest rates amid inﬂationary pressures.
Although late-year market conditions beneﬁted from a temporary
drop in interest rates in the fall and more realistic pricing, 2024 was
deﬁned by prolonged interest rate volatility impacting real estate
valuations, the marketing of property listings, and transaction closings.
In this challenging environment, our team achieved a 14% increase
in transaction volume to nearly $50 billion generated across 7,800
transactions, and year-over-year revenue growth of 8% at $696
million. This translates to 31 transactions per business day and four per
business hour, keeping MMI ranked as the leading investment
brokerage ﬁrm by transaction count according to third-party sources.
Notably, transaction activity gained strength throughout the year,
culminating in a 28% increase in the number of transactions and a
54% rise in transaction volume in the fourth quarter. Additionally,
our ﬁnancing platform continued to expand, now stronger and more
resilient than at the conclusion of the last real estate bull market.
In recent years, we have maintained a proactive strategy driven by
elevating investor outreach, further branding the ﬁrm as a leading
source of market intelligence and transaction execution, and making
targeted investments in talent, technology, and brokerage support.
These initiatives position us favorably for the anticipated market
recovery, ensuring that we capitalize on opportunities and strengthen
our long-term competitiveness.
We remain committed to talent development, with a strong emphasis
on broker training, retaining top performers, and strategic recruitment.
Our technology investments are directly targeted at increasing
efﬁciency and our sales force’s productivity while constantly
connecting investors with our industry-leading exclusive inventory.
Our commitment to disciplined capital allocation, aligned with the
long-term interests of our shareholders, remains unwavering. We
maintain a strong ﬁnancial position with no debt, ending the year with
$394 million in cash, cash equivalents, and marketable securities.
Since 2022, the Company has returned over $170 million of capital to
shareholders through dividends and opportunistic share repurchases.
We remain actively engaged in evaluating strategic opportunities
to enhance our business through external growth initiatives. These
include acquisitions, targeted recruiting to expand market and/or
service coverage as well as investments in new services and
partnerships. Over the past few years, we have added an auction
division and loan sale capabilities and invested in a tech-heavy
crowdfunding platform and a ﬁnancial modeling, A.I.-based startup.
All of these initiatives directly add value for our clients and integrate
well with our sales force. We are committed to continuing the strategy
of enhancing the MMI platform in 2025 and beyond. Our balanced
long-term capital allocation strategy, which is focused on investments
in technology, talent development, and strategic acquisitions of
producers and ﬁrms, positions us for sustained growth and strengthens
our ability to deliver value.
Industry Position
In 2024, we again solidiﬁed our leadership in investment sales while
making signiﬁcant progress in expanding our ﬁnancing business. Our
success reﬂects the dedication and expertise of our sales force, one
of the largest in the industry. On the ﬁnancing front, we strategically
positioned our MMCC and IPA Capital Markets professionals as
leading ﬁnance intermediaries across all investor categories and deal
sizes. This strategic positioning, reinforced by the unwavering
dedication of our sales force to staying engaged and responsive,
has been essential in guiding clients through complex real estate
decisions with conﬁdence and clarity. Our investments in talent,
infrastructure, and lender
relationships have strengthened our
ﬁnancing business and will drive future growth. In 2024, our
ﬁnancing professionals closed 1,240 transactions with 367 separate
lenders in a still-constricted lending environment. The Company’s
participation in major industry conferences and the publication of
proprietary research and leading media coverage have drawn a
signiﬁcant number of clients to our business. We take great pride in
our research team, whose research and analysis signiﬁcantly enhance
client guidance at all stages of the sales process. As we have
highlighted in the past, we are conﬁdent that the platform we are
currently streamlining will allow us to capture additional business
more efﬁciently as market conditions improve. Our forward-thinking
approach and continuous investments in our capabilities ensure that
we remain at the forefront of the industry.
Market Environment
In 2025, our team will continue to face the same challenges that have
impacted real estate transaction volumes over the past couple of years.
Chief among them are higher interest rates, interest rate volatility and
inﬂation uncertainty related to potential policy changes. However,
management is guiding the sales force to leverage many positive
factors to increase share and expand client relationships. These
include more realistic valuations, healthy real estate fundamentals,
signiﬁcant dry-powder capital and the increasing need for more
investors to sell assets.
Looking Forward
In 2025 and beyond, we remain committed to the strategy that has
enabled MMI to succeed through multiple market cycles for over 50
years. By driving operational excellence and reﬁning our strategic
capital allocation, we will continue to position ourselves to best serve
our clients and shareholders. As we prepare for a sustained market
recovery, we will focus on strengthening existing client relationships
and building new ones, and ensuring we are well-positioned to
capitalize on future opportunities and deliver long-term growth.
We thank our entire team for their hard work, our board of directors
for their ongoing support, and our shareholders for their conﬁdence in
us over the past year. We look forward to our continued partnership.
Sincerely,
March 19, 2025
Hessam Nadji
President,
Chief Executive Ofﬁcer
George M. Marcus
Chairman of the
Board of Directors

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
FORM 10-K
__________________________
(Mark One)
ÿ
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024
OR
ÿ
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from___________to___________
Commission File Number 001-36155
__________________________
MARCUS & MILLICHAP, INC.
(Exact name of registrant as specified in its charter)
__________________________
Delaware
35-2478370
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
23975 Park Sorrento, Suite 400
Calabasas, California
91302
(Address of principal executive offices)
(Zip Code)
(818) 212-2250
(Registrant’s telephone number, including area code)
__________________________
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
Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
No 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes
No 
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No ÿ
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be
submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit such files). Yes No ÿ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated
filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer

Accelerated filer
ÿ
Non-accelerated filer
ÿ
Smaller reporting company
ÿ
Emerging growth company ÿ
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. 
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the
effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.
7262(b)) by the registered public accounting firm that prepared or issued its audit report. 
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of
the registrant included in the filing reflect the correction of an error to previously issued financial statements. 
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of
incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period
pursuant to §240.10D-1(b). 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ÿ No 
The aggregate market value of the registrant’s voting stock held by non-affiliates at June 30, 2024 was approximately
$735.2 million, based on the closing price per share of common stock on June 30, 2024 of $31.52 as reported on the New
York Stock Exchange. Shares of common stock known by the registrant to be beneficially owned by directors and
executive officers of the registrant and 10% stockholders who are affiliates are not included in the computation. The
registrant, however, has made no determination that such persons are “affiliates” within the meaning of Rule 12b-2 under
the Securities Exchange Act of 1934.
As of February 24, 2025, there were 38,888,092 shares of the registrant’s common stock outstanding.
________________________
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s Proxy Statement to be delivered to stockholders in connection with the annual meeting of
stockholders to be held on May 1, 2025 are incorporated by reference into Part III of this Annual Report on Form 10-K.
Such Proxy Statement will be filed with the United States Securities and Exchange Commission (the “SEC”) within 120
days of the registrant’s fiscal year ended December 31, 2024.

2
TABLE OF CONTENTS
Page
PART I
Item 1.
Business
4
Item 1A.
Risk Factors
10
Item 1B.
Unresolved Staff Comments
24
Item 1C.
Cybersecurity
25
Item 2.
Properties
26
Item 3.
Legal Proceedings
26
Item 4.
Mine Safety Disclosures
27
PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
28
Item 6.
[RESERVED]
29
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
30
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
44
Item 8.
Financial Statements and Supplementary Data
44
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
44
Item 9A.
Controls and Procedures
44
Item 9B.
Other Information
46
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
46
PART III
Item 10.
Directors, Executive Officers and Corporate Governance
47
Item 11.
Executive Compensation
48
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
48
Item 13.
Certain Relationships and Related Transactions, and Director Independence
49
Item 14.
Principal Accounting Fees and Services
49
PART IV
Item 15.
Exhibits, Financial Statement Schedules
50
Item 16.
Form 10-K Summary
52
SIGNATURES
53

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MARKET, INDUSTRY AND OTHER DATA
Unless otherwise indicated, information contained in this Annual Report on Form 10-K concerning the commercial
real estate industry and the markets in which we operate, including our general expectations and market position, market
opportunity and market size, is based on (i) information gathered from various sources, (ii) certain assumptions that we
have made, and (iii) our knowledge of the commercial real estate market. While we believe that the market position,
market opportunity and market size information that is included in this Annual Report on Form 10-K is generally reliable,
such information is inherently imprecise. Unless indicated otherwise, the industry data included herein is generally based
on information available through the nine months ended September 30, 2024 since full year 2024 information may not yet
have been published. We use market data from CoStar Group, Inc. and Real Capital Analytics that consists of list side
information of sales transactions of multifamily, retail, office, and industrial buildings, with a value of $1 million or more.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K includes forward-looking statements, including our expectations regarding the
long-term outlook of the commercial real estate transaction market, and our positioning within it, our belief relating to the
Company’s long-term growth, our assessment of the key factors influencing the Company’s business outlook, including the
expectation for future interest rates and likely impact of potential rate cuts on commercial real estate demand, and the
execution of our capital return program, including a semi-annual dividend and stock repurchase program. We have based
these forward-looking statements largely on our current expectations and projections about future events and financial
trends affecting the financial condition of our business. Forward-looking statements should not be read as a guarantee of
future performance or results and will not necessarily be accurate indications of the times at, or by, which such
performance or results may be achieved. Forward-looking statements are based on information available at the time those
statements are made and/or management’s good faith belief as of that time with respect to future events and are subject to
risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or
suggested by the forward-looking statements. Important factors that could cause such differences include, but are not
limited to:
•
general uncertainty in the capital markets, a worsening of economic conditions, and the rate and pace of
economic recovery following an economic downturn;
•
changes in our business operations;
•
market trends in the commercial real estate market or the general economy, including the impact of inflation
and changes to interest rates;
•
our ability to attract and retain qualified senior executives, managers, and investment sales and financing
professionals;
•
the impact of forgivable loans and related expense resulting from the recruitment and retention of agents;
•
the effects of increased competition on our business;
•
our ability to successfully enter new markets or increase our market share;
•
our ability to successfully expand our services and businesses and to manage any such expansions;
•
our ability to retain existing clients and develop new clients;
•
our ability to keep pace with changes in technology;
•
any business interruption or technology failure, including cybersecurity risks and ransomware attacks, and
any related impact on our reputation;
•
changes in interest rates, availability of capital, tax laws, employment laws, or other government regulation
affecting our business, in each case as may be impacted by the new U.S. administration;
•
our ability to successfully identify, negotiate, execute, and integrate accretive acquisitions; and
•
other risk factors included under “Risk Factors” in this Annual Report on Form 10-K.
In addition, in this Annual Report, the words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,”
“intend,” “goal,” “expect,” “predict,” “potential,” “should,” and similar expressions, as they relate to our Company, our
business, and our management, are intended to identify forward-looking statements. In light of these risks and
uncertainties, the forward-looking events and circumstances discussed in this Annual Report on Form 10-K may not occur
and actual results could differ materially from those anticipated or implied in the forward-looking statements.
Forward-looking statements speak only as of the date of this Annual Report on Form 10-K. You should not put
undue reliance on any forward-looking statements. We assume no obligation to update forward-looking statements to
reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information, except to
the extent required by applicable laws. If we update one or more forward-looking statements, no inference should be drawn
that we will make additional updates with respect to those or other forward-looking statements.
PART I
Unless the context requires otherwise, the words “Marcus & Millichap,” “MMI,” “we,” the “Company,” “us” and “our”
refer to Marcus & Millichap, Inc., and its consolidated subsidiaries.
Item 1. Business
Company Overview
Marcus & Millichap, Inc. (“MMI”) is a leading national real estate services firm specializing in commercial real
estate investment sales, financing services, research and advisory services. We are the leading national investment

5
brokerage company in the $1 million to $10 million private client market. This is the largest and most active market and
consistently comprises more than 80% of total U.S. commercial property transactions greater than $1 million in the
marketplace. As of December 31, 2024, we had 1,712 investment sales and financing professionals who are primarily
exclusive commission-based independent contractors who provide real estate investment brokerage and financing services
to sellers and buyers of commercial real estate in over 80 offices in the United States and Canada. In 2024, we closed 7,836
sales, financing, and other transactions with total sales volume of approximately $49.6 billion.
Marcus & Millichap, Inc was formed in June 2013 in preparation for the spin-off of Marcus & Millichap Real Estate
Investment Services, Inc. (“MMREIS”), which was founded in 1971. MMREIS was the real estate investment services
business of the Marcus & Millichap Company (“MMC”). Our initial public offering ("IPO") was completed in November
2013. In connection with our IPO, the shareholders of MMREIS contributed their shares of MMREIS to MMI in exchange
for common stock of MMI.
Commercial Real Estate Services
We generate revenue by collecting real estate brokerage commissions upon the sale, and financing fees upon the
financing of commercial properties, by providing equity advisory services and loan sales, loan guarantees and providing
consulting and advisory services. Real estate brokerage commissions are typically based upon the value of the property and
financing fees are typically based upon the size of the loan. In 2024, approximately 85% of our revenues were generated
from real estate brokerage commissions, 12% from financing fees, and 3% from other revenue, including consulting and
advisory services.
We divide commercial real estate into four major markets, characterized by price in order to understand trends in our
revenue from period to period:
•
Properties priced less than $1 million;
•
Private client market: properties priced from $1 million to up to but less than $10 million;
•
Middle market: properties priced from $10 million to up to but less than $20 million; and
•
Larger transaction market: properties priced from $20 million and above.
We serve clients with one property, multiple properties and large investment portfolios. The largest group of
investors we serve typically transacts in the $1 million to $10 million private client market. The investment brokerage and
financing professionals serving private clients within the private client market represent the largest part of our business,
which differentiates us from our competitors. In 2024, approximately 62% of our brokerage commissions came from this
market. Properties in this market are characterized by higher asset turnover rates due to the type of investor as compared to
other markets. Private clients are often motivated to buy, sell and/or refinance properties not only for business reasons but
also due to personal circumstances, such as death, divorce, taxes, changes in partnership structures and other personal or
financial circumstances. Therefore, private client investors are influenced less by the macroeconomic trends than other
large-scale investors, making the private client market less volatile over the long term than other markets. Accordingly, our
business model distinguishes us from our national competitors, who may focus primarily on the more volatile larger
transaction and middle markets, or on other business activities such as leasing or property management, and from our local
and regional competitors, who lack a broad national platform.
Real Estate Brokerage
Our primary business and source of revenue is the representation of commercial property owners as their exclusive
investment broker in the sale of their properties. Our investment sales professionals also represent buyers in fulfilling their
investment real estate acquisition needs. Our auction services division offers our clients an accelerated way to buy and sell
commercial property as a complement to our traditional property marketing channels. Sales are generated by maintaining
relationships with property owners, providing market information and trends to them during their investment or “hold”
period, and being selected as their representative when they decide to sell, buy additional property, or exchange their
property for another property. We collect commissions upon the sale of each property based on a percentage of sales price.
These commission percentages are typically inversely correlated with sales price and thus are generally higher for smaller
transactions.

6
Financing Services
Marcus & Millichap Capital Corporation (“MMCC”) is a financial intermediary that provides commercial real estate
capital markets solutions to commercial real estate owners, developers, and investors. MMCC generates revenue from fees
collected from capital placement services including senior debt, mezzanine debt, joint venture, preferred equity, and
securitization services. Our financing division provides other services such as loan sales and due diligence, and receives
recurring loan performance fees from certain lenders. During 2024, approximately 46% of MMCC’s revenue came from
placing acquisition financing, 28% from refinancing activities, and 26% from other financing activities.
MMCC partners with an assortment of capital providers including national and regional banks, credit unions, private
equity funds, insurance companies, government agencies, including the Federal National Mortgage Association (“Fannie
Mae”), the Federal Home Loan Mortgage Corporation (“Freddie Mac”), the Federal Housing Administration (“FHA”),
conduit lenders, debt funds, hard money lenders, and structured debt facilitators (including preferred equity and mezzanine
providers).
In 2021, MMCC entered into a strategic alliance with M&T Realty Capital Corporation (“MTRCC”) enabling
MMCC to provide clients with increased access to MTRCC’s affordable and conventional multifamily agency financing
through a highly streamlined process with dedicated resources. MTRCC has a Delegated Underwriting and Servicing
Agreement (“DUS Agreement”) with Fannie Mae and is an approved lender for Freddie Mac’s Conventional and Targeted
Affordable Housing loans.
Other Services
We provide advisory and consulting services designed to assist clients in forming their investment strategy and
making transaction decisions. Our advisory and consulting services include opinions of value, operating and financial
performance benchmarking analysis, specific asset buy-sell strategies, market and submarket analysis and ranking,
portfolio strategies by property type, market strategy, development and redevelopment feasibility studies, and other
services. We also provide leasing services for tenants and/or landlords in connection with commercial real estate leases.
Our Competitive Strengths
Research
Our research division produces more than 2,000 publications and client presentations per year and is a leading
source of information for the real estate industry as well as the general business media. We provide research on 10
commercial property types covering: multifamily, retail, office, industrial, single-tenant net lease, seniors housing, self-
storage, hospitality, medical office, and manufactured housing, as well as capital markets/financing. This research includes
analysis and forecasting of the economy, capital markets, real estate fundamentals, investment, pricing, and yield trends. It
is designed to assist investors in their strategy formation and decisions relating to specific assets and to help our investment
sales and financing professionals develop and maintain relationships with clients.
Our transactional and market research expertise results in significant print, radio, television, and online media
coverage including major national real estate publications such as Real Estate Forum, GlobeSt, Multi-Housing News,
Commercial Property Executive, Connect CRE, Wealth Management Real Estate, as well as local market business journals
and major national news outlets such as CNBC, The Wall Street Journal, Los Angeles Times, The New York Times, Fox
Business, Bloomberg Businessweek, Forbes, and numerous newspapers and trade publications in major metropolitan cities.
Our CEO is frequently interviewed on national business channels, such as CNBC, Yahoo! Finance, Schwab Network, Fox
Business, and Bloomberg to discuss the commercial real estate market.
Integrated National Platform
We underwrite, value, and market properties to reach the largest and most qualified pool of buyers. We offer our
clients one of the industry’s largest teams of investment sales and financing sales professionals. The Real Estate Brokerage
and Financing Services teams operate side-by-side in our offices providing a fully integrated service offering to our clients.
By combining these resources with the latest property and capital markets data and information, we believe we have
differentiated ourselves in the marketplace and deliver tailored financial solutions that meet our clients’ investing and
financial objectives. These sales and financing professionals are empowered by our proprietary system, MNet, which
enables real-time buyer-seller matching throughout North America. We use a proactive marketing campaign that leverages

7
the investor relationships of our entire sales force, direct marketing and a suite of proprietary web-based tools that connects
each asset with the right buyer pool.
Technology
Our proprietary internal marketing system, MNet, allows our investment sales professionals to share listing
information with investors across the United States and Canada. MNet is an integrated tool that contains our entire property
inventory, allowing our investment sales professionals to find listings with targeted criteria. This system is an essential part
of connecting sellers to the largest pool of qualified buyers through our platform. A function of MNet, called Buyer Needs,
enables our sales force to register the investment needs of various buyers, which are then matched to our available
inventory on a real-time basis.
MNet-Launch, a related application, is a web-based system for automating the production of property marketing
materials and launching marketing campaigns. MNet-Launch allows our investment sales professionals to rapidly create
professionally branded and designed listing proposals or marketing packages that automatically imports property
information, data on comparable properties, and other information from MNET, and then dynamically populates our e-
marketing, print, and internet media.
Our website features MyMMI, which allows investors to register for an account and create personalized criteria for
inventory, research, and events notifications. Since its launch, over 130,000 visitors have created MyMMI accounts. We
actively qualify leads generated from the saved search preferences and share those leads with our agents via our customer
relationship management platform. During 2024, our websites averaged approximately 132,000 new visitors per month and
approximately 203,000 page views per month and served as a portal for delivery of online marketing materials and deal
collaboration.
Intellectual Property
We hold various trademarks and trade names, which include the “Marcus & Millichap” name. We believe our
intellectual property plays an important role in maintaining our competitive position in a number of the markets that we
serve. With respect to the Marcus & Millichap name, we maintain trademark registrations for these service marks.
In addition to trade names, we have developed proprietary technologies for the provision of real estate investment
services, such as MNet, MNet-Launch, and CapNet. We also offer proprietary research to clients through our research
division. Given the importance of these proprietary technologies to our business, we seek to secure our rights under
applicable intellectual property protection laws in these and any other proprietary assets that we use in our business. The
expiration or termination of our trademarks or trade names or the loss of any of our other intellectual property rights
including the Marcus & Millichap name may have a material adverse effect on our business.
Human Capital
We recognize that our people are among our most valuable assets, and we are dedicated to cultivating a positive,
supportive, and inclusive workplace that promotes the development and well-being of our employees and independent
investment sales and financing professionals. Our human capital strategy focuses on attracting, retaining, and nurturing
talented individuals that share our Company's priorities, driving long-term value. In June 2024, we appointed a new Chief
People Officer to lead our human capital initiatives. The Chief People Officer is tasked with overseeing talent acquisition,
professional development, compensation, benefits, employee engagement, and organizational culture, while ensuring
alignment with our broader business objectives. We are committed to creating an inclusive and safe work environment,
offering our employees competitive and comprehensive compensation packages.
Talent Acquisition
We aim to attract top talent by offering competitive salaries and benefit programs for our employees, along with
competitive commissions and strong business support for our investment sales and financing professionals. A key benefit
of our Company for prospective investment sales and financing professionals is that our management team does not
compete with our investment sales and financing professionals. Instead, they focus on enhancing technical and client
service skills, while also supporting the establishment, development, and strengthening of client relationships. Additionally,
our reputation as the leading broker in the $1 million to $10 million private client market with high transaction volume
further strengthens our appeal to attract top talent.

8
Investment Sales and Financing Professionals
Investment sales and financing professionals are the key service providers to our clients. Our investment sales and
financing professionals hold applicable real estate sales licenses or other licenses for their functions and execute
“Salespersons Agreements” setting out the relationship between the professional and us. Each professional is obligated to
provide services exclusively to us, and is provided access to our information technology, research, business forms and other
support. Each investment sales and financing professional generally reports on their activities to either the local regional
manager, or in some cases, to product specialty managers. Our investment sales professionals are classified as independent
contractors under state and Internal Revenue Service guidelines. As such, we generally do not pay for the professionals’
expenses or benefits or withhold payroll taxes; rather, they are paid from the commissions earned by us upon the closing of
a transaction, and these individuals generally do not earn a salary from which taxes are withheld.
Development and Training
As part of our commitment to building a skilled and knowledgeable workforce, we provide substantial support to
train and develop our investment sales team and employees. Our National Director of Development and Training is
responsible for overseeing the training and development of our investment sales and financing professionals. Additionally,
managers in each market offer extensive support through classroom training, coaching, mentoring, workshops, and hands-
on guidance. Our managers are seasoned senior investment sales and financing professionals who play a crucial role in
developing both new and seasoned talent. Our training programs are further facilitated and supported by Marcus &
Millichap University, our learning management system, and other professional development opportunities. Employees have
multiple opportunities for learning and growth, with access to a range of internal, external, virtual, and in-person training
programs designed to enhance their leadership, functional, and technical skills. In 2024, we launched several facilitator-led
managerial training programs across our footprint to support the development of leaders.
We offer the William A. Millichap Fellowship Program (the "Fellowship Program"), a comprehensive two-year
training and development initiative designed to prepare participants for successful careers in commercial real estate. The
Fellowship Program also sponsors real estate internships at various universities nationally. The Fellowship Program is
currently offered in 17 major U.S. cities, a key part of our commitment to developing diverse talent. We believe our
training, development, and mentoring initiatives have set us apart from competitors and delivered superior results for our
clients.
We offer a paid summer internship program for college and university students that provides valuable hands-on
experience in our industry, allowing participants to contribute to impactful projects and engage with leadership throughout
the organization. In 2024, we hired 101 interns across 33 offices in the U.S. and Canada. The program is committed to
promoting an inclusive environment, actively seeking interns from diverse backgrounds, experiences, and perspectives to
foster a dynamic and innovative workforce.
To support the development of our leaders, we continue to partner with a global research and workplace consulting
advisory company to implement a robust leadership training program for our leaders including our regional managers. This
program includes a leadership strengths assessment, a leadership development program, and an employee engagement
survey. We also have a variety of training programs available to our employees through LinkedIn Learning, as well as other
training resources.
Key Metrics
As of December 31, 2024, we had 897 employees, consisting of 92 employees who serve as financing professionals,
62 employees in communications and marketing, 21 employees in research and 722 employees in management, support
and general and administrative functions. A key strategic factor to growing our business is recruiting, hiring, training, and
developing investment sales and financing professionals.
As of December 31, 2024, we had 1,712 investment sales and financing professionals, a 4.0% decrease compared to
December 31, 2023. The decline in the overall headcount is attributable to a reduction of unproductive investment sales
and financing professionals and the challenge of recruiting and retaining investment sales and financing professionals in
the current market environment.

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Market Environment
Seasonality
Our real estate brokerage commissions and financing fees have tended to be seasonal and, combined with other
factors, can affect an investor's ability to compare our financial condition and results of operations on a quarter-by-quarter
basis. Historically, this seasonality has generally caused our revenue, operating income, net income, and cash flows from
operating activities to be lower in the first half of the year and higher in the second half of the year, particularly in the
fourth quarter. The concentration of earnings and cash flows in the last six months of the year, particularly in the fourth
quarter, is due to an industry-wide focus of clients to complete transactions towards the end of the calendar year. This
historical trend can be disrupted both positively and negatively by major economic events, political events or natural
disasters. For a more detailed description of our seasonality, refer to Item 1A – “Risk Factors – External Business Risks –
Seasonal fluctuations and other market data in the investment real estate industry could adversely affect our business and
make comparisons of our quarterly results difficult” and Item 7 – “Management’s Discussion and Analysis of Financial
Condition and Results of Operations – Overview – Seasonality” of this Annual Report on Form 10-K.
Competition
We compete in real estate brokerage and financing within the commercial real estate industry on a national, regional,
and local basis. Competition is based on a number of critical factors, including the quality and expertise of our investment
sales and financing professionals, our execution skills, sales support, brand recognition, and our business reputation. We
primarily compete with other brokerage and financing firms that seek investment brokerage and financing business from
real estate owners and investors. To a lesser extent, we compete with in-house real estate departments, owners who may
transact without using a brokerage firm, direct lenders, consulting firms, and investment managers. Our relative
competitive position also varies across geographies, property types, and services. Many of our competitors mainly focus on
larger sales and institutional investors and are not heavily concentrated in our largest market, which is the $1 million to $10
million private client market. However, there is crossover and competition between us and these firms. As a result of the
fragmentation in the market, there are also numerous local and regional competitors in our markets, as well as competitors
specializing in certain property types. Despite recent consolidation, the commercial real estate services industry remains
highly fragmented and competitive.
We believe we are uniquely positioned in the commercial marketplace with more than 50 years of experience
representing clients in need of commercial real estate services across multiple property types, investor types, and
geographic regions, with the ability to grow with our clients and an independent management team that provides training
and mentoring opportunities to our sales team.
Competition to attract and retain qualified professionals is also intense in each of our geographic regions and across
all property types. We offer what we believe to be competitive compensation and support programs to our professionals.
Our ability to continue to compete effectively will depend on retaining, motivating, and appropriately compensating our
professionals. For further discussion of our competition in the commercial real estate industry, refer to Item 1A – “Risk
Factors – External Business Risks – We have numerous significant competitors and potential future competitors, some of
which may have greater resources than we do, and we may not be able to continue to compete effectively.”
Government Regulation
We are subject to various real estate regulations, and we maintain real estate and other broker licenses in 48 states
and the District of Columbia in the United States and four provinces in Canada. We are a licensed broker in each state in
which we have an office, as well as those states where we frequently do business. We are also subject to numerous other
federal, state, and local laws and regulations that contain general standards for, and prohibitions on, the conduct of real
estate brokers and sales associates, including agency duties, collection of commissions, telemarketing, advertising, and
consumer disclosures. One of our wholly-owned subsidiaries is subject to certain human resource, data security,
information technology, and other compliance requirements due to its loan sale and consulting contracts with certain U.S.
government agencies.
Available Information
Our website address is www.MarcusMillichap.com. Information on our website does not constitute part of this report
and inclusions of our internet address in this Annual Report on Form 10-K are inactive textual references only. We are
required to file current, annual and quarterly reports, proxy statements, and other information required by the Securities

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Exchange Act of 1934, as amended (the "Exchange Act"), with the SEC. We make available free of charge through a link
provided on our website, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K,
proxy statements, Forms 3, 4 and 5 filed by or on behalf of directors, executive officers and certain large stockholders, and
any amendments to those documents filed or furnished pursuant to the Exchange Act. Such reports are available as soon as
reasonably practicable after they are filed with the SEC.
The SEC also maintains a website that contains reports, proxy and information statements and other information
about us that we file electronically with the SEC at www.sec.gov.
We also make available on our website and will provide print copies to stockholders upon request, (i) our corporate
governance guidelines, (ii) our code of ethics, and (iii) charters of the audit, compensation, nominating and corporate
governance, and executive committees of our Board of Directors.
From time to time, we may announce key information in compliance with Regulation Fair Disclosure by disclosing
that information on our website. The information on our website (or any webpages referenced in this Annual Report on
Form 10-K) is not part of this or any other report Marcus & Millichap files with, or furnishes to, the SEC.
References to our and the SEC’s website do not constitute incorporation by reference of the information contained
on those websites and should not be considered part of this document.
Item 1A. Risk Factors
Investing in our securities involves a high degree of risk. You should carefully consider the following risk factors
and the other information in this Annual Report on Form 10-K, including "Management's Discussion and Analysis of
Financial Position and Results of Operations," "Quantitative and Qualitative Disclosures About Market Risk," and our
consolidated financial statements and related notes, before making any investment decisions regarding our securities. If
any of the following risks actually occur, our business, financial condition and operating results could be adversely
affected. As a result, the trading price of our securities could decline, and you may lose part or all of your investment.
Moreover, the risks below are not the only risks we face, and additional risks not currently known to us or that we presently
deem immaterial may emerge or become material at any time and may negatively impact business, financial condition and
operating results. Investors should carefully consider all relevant risks and uncertainties before investing in our common
stock.
Overview
We are impacted by and manage many risk factors detailed below affecting our business including External Business
Risks, Human Resource and Personnel Risks, Internal Business Risks, Technology and Cybersecurity Risks, Investment
Risks, Risks Related to Our Founder and General Risks as well as the risks discussed in “Management’s Discussion and
Analysis of Financial Position and Results of Operations” and “Quantitative and Qualitative Disclosures About Market
Risk.” Many of these factors described below in External Business Risks are outside of our control. In addition, we are a
personnel and relationship-intensive business rather than a capital-intensive business. While all the risk factors discussed
below have the potential to negatively impact our business, the most significant risks facing us are the risks associated with
general economic conditions, commercial real estate market conditions, and our ability to attract and retain qualified and
experienced managers and investment sales and financing professionals.
External Business Risks
General economic conditions and commercial real estate market conditions have had and may in the future have a
negative impact on our business.
Over the past several years, macroeconomic factors have caused significant volatility to the U.S. economy. The
impact of these factors has led to uncertainty in the financial markets, inflation, increased interest rates, which has
adversely impacted the commercial real estate industry. The commercial real estate industry, in particular, has seen
significant slowing, and we experienced a significant decline in revenues in 2024 and 2023 compared to 2022, resulting in
operating losses. We may continue to be negatively impacted by periods of economic downturns, recessions and
disruptions in the capital markets; credit and liquidity issues in the capital markets, including international, national,
regional and local markets; inflationary pressures; tax and regulatory changes and corresponding declines in the demand
for commercial real estate investment and related services. Historically, commercial real estate markets and, in particular,
the U.S. commercial real estate market, have tended to be cyclical and related to the flow of capital to the sector, the

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condition of the economy as a whole, and to the perceptions and confidence of market participants to the economic
outlook. Cycles in the real estate markets may lead to similar cycles in our earnings and significant volatility in our stock
price. Further real estate markets may “lag” behind the broader economy such that even when underlying economic
fundamentals improve in a given market, additional time may be required for these improvements to translate into strength
in the real estate markets. The “lag” may be exacerbated when banks delay their resolution of commercial real estate assets
whose values are less than their associated loans.
Negative economic conditions, changes in interest rates, credit and the availability of capital, both debt and/or
equity, disruptions in capital markets, uncertainty of the tax and regulatory environment and/or declines in the demand for
commercial real estate investment and related services in international and domestic markets or in significant markets in
which we do business, had a significant impact to our financial results in 2024 and 2023 and could have in the future a
material adverse effect on our business, results of operations and/or financial condition. In particular, the commercial real
estate market is directly impacted by (i) the availability of debt and/or equity financing for commercial real estate
transactions, (ii) increased interest rates and changes in monetary policies by the U.S. Federal Reserve, (iii) changes in the
perception that commercial real estate is an accepted asset class for portfolio diversification, (iv) changes in tax policy
affecting the attractiveness of real estate as an investment choice, (v) changes in regulatory policy impacting real estate
development opportunities and capital markets, (vi) slowdowns in economic activity that could cause residential and
commercial tenant demand to decline, (vii) declines in the regional or local demand for commercial real estate, or (viii)
significant disruptions in other areas of the real estate markets could adversely affect our results of operations. Any of the
foregoing could adversely affect the operation and income of commercial real estate properties. Additionally, we are
subject to inflationary pressures on employee and contractor wages and salaries, which materially impact our financial
results.
These and other types of events have recently led to a decline in transaction activity as well as a decrease in property
values which, in turn, has and may continue to lead to a reduction in brokerage commissions and financing fees relating to
such transactions. These effects have and may continue to cause us to realize lower revenue from our transaction service
fees, including brokerage commissions, which fees usually are tied to the transaction value and are payable upon the
successful completion of a particular transaction. Such declines in transaction activity and value have and may continue to
also significantly reduce our financing activities and revenue.
Fiscal uncertainty, significant changes and volatility in the financial markets and business environment, and similar
significant changes in the global, political, security and competitive landscape, make it increasingly difficult for us to
predict our revenue and earnings into the future. As a result, any revenue or earnings projections or economic outlook
which we may give, may be affected by such events or may otherwise turn out to be inaccurate.
The impact of hybrid work and lower office real estate occupancy rates could adversely affect our business.
Our business has been and may continue to be materially affected by the trend of hybrid work and hoteling
arrangements resulting in lower office real estate occupancy rates. The adoption of hybrid work arrangements, where
employees split their time between working remotely and working from the office, has gained significant momentum due
to advancements in technology and changing employee preferences.
If companies continue to adopt hybrid work models, the demand for traditional office spaces may decrease resulting
in lower transaction volumes and property values for property sales, acquisitions, and financing. This may lead to a decline
in revenues generated from such property transactions. The reduced investor interest in traditional office assets may limit
the availability of capital for commercial real estate investments, affecting our ability to close deals and generate fees.
Lower office occupancy rates and concerns about the long-term viability of traditional office spaces may affect market
sentiment and property valuations, reducing liquidity and making it more challenging to execute property transactions.
Decreased demand for traditional office spaces also could affect the performance of office-focused real estate
investment portfolios. Lower occupancy rates may result in decreased rental income, impacting property valuations and
investment returns. Additionally, the shift in investor preferences towards alternative property types may affect capital
flows into funds with significant allocations to office.
The trend of hybrid work and lower office real estate occupancy rates may have material impacts on our business.
We must adapt our strategies, offerings and portfolio management approaches to stay ahead of market trends, identify
emerging opportunities, and mitigate risks associated with the changing dynamics of the office real estate landscape.

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Increases in prevailing interest rates may place downward pressure on commercial real estate prices and could
potentially reduce commercial real estate investment activity, negatively impacting our business.
Market interest rates are affected by many factors outside of our control, including governmental monetary policies,
domestic and international economic conditions, inflation, deflation, recession, changes in unemployment, the money
supply, international disorder and instability in domestic and foreign financial markets. Increased interest rates can apply
downward pressure on commercial real estate prices and reduce activity in the commercial real estate industry, which have
recently and may continue to have an adverse impact on our business.
Interest rates remained at historically low levels through much of 2020 and 2021, with the U.S. Federal Reserve
maintaining the federal funds target range at 0.0% to 0.25%. During 2022, the Federal Reserve raised interest rates by an
aggregate of 425 basis points. These increases resulted in a slowdown in activity during the second half of 2022. During
2023, the Federal Reserve raised rates by an additional 100 basis points, which further contributed to the market slowdown.
In 2024, the Federal Reserve reduced rates three times, reducing the federal funds target by a cumulative 100 basis points
to a range of 4.25%-4.5%. The current market consensus is that the Federal Reserve will further decrease the federal funds
rate interest rates during 2025. If interest rates continue at current rates or increase further, the resulting reduction in
commercial real estate transactions and subsequent price reduction of commercial real estate may result in us continuing to
close fewer brokerage, financing and other transactions, which would result in further decreased revenue and adversely
impact our business.
Our business has been, and may in the future, be adversely affected by restrictions in the availability of debt or equity
capital, the fluctuating cost of capital, as well as a lack of adequate credit and the risk of deterioration of the debt or
credit markets and commercial real estate markets.
Restrictions on the availability of capital, both debt and/or equity, can create significant reductions in the liquidity
and flow of capital to the commercial real estate markets. Severe restrictions in debt or equity liquidity as well as the lack
of the availability of credit in the markets we service can significantly reduce the volume and pace of commercial real
estate transactions. These restrictions can also have a general negative effect upon commercial real estate prices
themselves. Our business is particularly sensitive to the volume of activity and pricing in the commercial real estate
market. Beginning in the second half of 2022 and continuing throughout 2023 and 2024, this had, and may have in the
future, a significant adverse effect on our business.
We cannot predict with any degree of certainty the magnitude or duration of developments in the credit markets and
commercial real estate markets as it is inherently difficult to make accurate predictions with respect to such
macroeconomic movements that are beyond our control. This uncertainty limits our ability to plan for future developments.
In addition, uncertainty regarding market conditions have and may continue to limit the ability of other participants in the
credit markets or commercial real estate markets to plan for the future. As a result, market participants have and may
continue to act more conservatively than they might in a stabilized market, which may perpetuate and amplify the adverse
developments in the markets we service. While business opportunities may emerge from assisting clients with transactions
relating to distressed commercial real estate assets, the volume of such transactions has not been, and may in the future not
be, sufficient to meaningfully offset the declines in transaction volumes within the overall commercial real estate market.
Inflation can have an adverse impact on our business and on our clients.
Inflation risk is the risk that the value of assets or income from investments will be worth less in the future as
inflation decreases the value of money. The annual inflation rate in the U.S. increased to 9.1% in June 2022, the highest
annual inflation rate since November 1981, but decreased to 3.4% in December 2023 and further declined to 2.9% as of
December 2024. Inflation has increased the wages paid to our employees and commissions paid to independent contractors.
Furthermore, our clients are also affected by inflation and increased interest rates. A significant and continued increase in
interest rates and inflation would be expected to have a further negative impact on client demand for commercial real estate
and demand for our services, which would, in turn, affect our profitability.
Our loss sharing indemnification obligation pursuant to our agreement with M&T Realty Capital Corporation may
adversely impact our results of operations, cash flows and/or our financial condition.
In September 2021, MMCC entered into an agreement with MTRCC, which has a DUS Agreement with Fannie Mae
and is an approved lender for Freddie Mac’s Conventional and Targeted Affordable Housing loans. MTRCC originates,
underwrites, closes and services loans under the DUS Agreement and is subject to indemnifying Fannie Mae for a portion
of the risk of loss for those loans. Under the agreement with MTRCC, MMCC provides loan opportunities to MTRCC, and

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for those loans closed under the DUS Agreement by MTRCC, MMCC has the option to assume a portion of the
indemnification obligation of MTRCC to Fannie Mae. We may need to secure additional sources of financing to satisfy our
loss sharing indemnification obligations under these programs. We cannot make any assurances that such financing would
be available on attractive terms, if at all, or that any indemnification obligations might be material or would not have an
adverse effect on our business, financial condition and results of operations.
We have numerous significant competitors and potential future competitors, some of which may have greater resources
than we do, and we may not be able to continue to compete effectively.
We compete in investment sales and financing within the commercial real estate industry. Our investment sales
focus is on the private client market, which is highly fragmented. The fragmentation of our market makes it challenging to
effectively gain market share. We also face competition from local and regional service providers who have existing
relationships with potential clients. Furthermore, transactions in the private client market are smaller than many other
commercial real estate transactions. Although the brokerage commissions in this market are generally a higher percentage
of the sales price, the smaller size of the transactions requires us to close many more transactions to sustain revenue. If the
commission structure or the velocity of transactions were to change, we could be disproportionately affected by changes
compared to other companies that focus on larger transactions, institutional clients and other areas of the commercial real
estate market.
There is no assurance that we will be able to continue to compete effectively, maintain our current fee arrangements
with our private clients, maintain current margin levels or counteract increased competition. The services we provide to our
clients are highly competitive on a national, regional and local level. Depending on the geography, property type or service,
we face competition from, including, but not limited to, commercial real estate service providers, in-house real estate
departments, private owners and developers, institutional lenders, research and consulting firms, and investment managers,
some of whom are clients and many of whom may have greater financial resources than we do. In addition, future changes
in laws and regulations could lead to the entry of other competitors. Many of our competitors are local, regional or national
firms. Although most are substantially smaller than we are, some of these competitors are larger on a local, regional or
national basis, and we believe more national firms are exploring entry into or expansion in the $1 million to $10 million
private client market. We may face increased competition from even stronger competitors in the future due to a trend
toward acquisitions and consolidation. We are also subject to competition from other large national and multi-national
firms as well as regional and local firms that have similar service competencies to ours. Our existing and future competitors
may choose to undercut our fees or increase the levels of compensation they are willing to pay to their employees and
investment sales and financing professionals. This could result in these competitors recruiting our employees and
investment sales and financing professionals, cause us to increase our level of compensation or commission necessary to
retain employees or investment sales and financing professionals, and/or require us to recruit new employees or investment
sales and financing professionals. These occurrences could cause our revenue to decrease, and/or expenses to increase,
which could have an adverse effect on our business, financial condition and results of operations.
Our brokerage operations are subject to geographic and commercial real estate market risks, which could adversely
affect our revenue and profitability.
Our real estate brokerage offices are located in and around large metropolitan areas as well as mid-market regions
throughout the U.S. and Canada. Local and regional economic conditions in these locations could differ materially from
prevailing conditions in other parts of the country. We realize more of our revenue in California than in any other state. In
2024, we earned approximately 26% of our revenue from offices in California. In particular, as a result of this
concentration, we are subject to heightened risks related to the California economy and real estate markets more than in
other geographic markets. In addition to economic conditions, this geographic concentration means that California-specific
legislation, real estate and income taxes, rent control or rent stabilization laws and regulations, a migration of residents
from the California markets or a reduction in the attractiveness of the California market as a place to live and regional
disasters, such as earthquakes and wildfires, including the 2025 wildfires in Los Angeles, as well as the impact of climate
change, could disproportionately affect us. A downturn in investment real estate demand or economic conditions in
California and other regions could result in a further decline in our total gross commission income which could have an
adverse effect on our business, financial condition and results of operations.

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Seasonal fluctuations and other market data in the investment real estate industry could adversely affect our business
and make comparisons of our quarterly results difficult.
Our revenue and profits have historically tended to be significantly higher in the second half of each year than in the
first half of the year. This is a result of a general focus in the real estate industry on completing or documenting transactions
by calendar year end and because certain of our expenses are relatively constant throughout the year. This historical trend
can be disrupted both positively and negatively by major economic, regulatory or political events impacting investor
sentiment for a particular property type or location, current and future projections of interest rates and tax rates,
attractiveness of other asset classes, market liquidity and the extent of limitations or availability of capital allocations for
larger institutional buyers, to name a few. During 2024 and 2023, seasonal fluctuations were disrupted by continued
volatility in overall market conditions and interest rates. As a result, our historical pattern of seasonality may or may not
continue to the same degree experienced in the prior years and may make it difficult to determine, during the course of the
year, whether planned results will be achieved, and thus to adjust to changes in expectations.
A change in the tax laws relating to like-kind exchanges could adversely affect our business and the value of our stock.
Section 1031 of the Internal Revenue Code of 1986, as amended (the “Code”), provides for tax-free exchanges of
real property for other real property. Legislation has been proposed on several occasions that would repeal or restrict the
application of Section 1031. If tax-free exchanges under Section 1031 were to be limited or unavailable, our clients or
prospective clients may decide not to purchase or sell property that they would have otherwise purchased or sold due to the
tax consequences of the transaction, thus reducing the commissions we would have otherwise received. Any repeal or
significant change in the tax rules pertaining to like-kind exchanges could have a substantial adverse impact on our
business, financial condition, results of operations, and the value of our stock.
A change in the tax laws could adversely affect our business and the value of our stock.
Changes in tax laws can impact investors’ perceived value of real estate, timing of transactions and perception of
real estate as a favorable investment. As a result, such changes may increase or decrease investors’ desire to engage in real
estate transactions, which could have an unfavorable impact on our business, financial condition, results of operations and
the value of our stock. Changes in tax laws in the various jurisdictions in which we operate may also impact the taxes we
are required to pay, our ability to transact business in such jurisdictions, and may make operating in these jurisdictions
unprofitable and unfavorably impact our results of operations and ability to execute our growth plans.
New laws or regulations or changes in existing laws or regulations or the application thereof could adversely affect our
businesses, financial condition, results of operations, and prospects.
We are subject to numerous federal, state, local and foreign regulations specific to the services we perform in our
business, as well as laws of broader applicability, such as securities, financial services and employment laws. In general,
the brokerage of real estate transactions requires us to maintain applicable licenses where we perform these services. If we
fail to maintain our licenses, conduct these activities without a license, or violate any of the regulations covering our
licenses, we may be required to pay fines (including treble damages in certain states), return commissions received or have
our licenses suspended or revoked. We could also be subject to disciplinary or other actions in the future due to claimed
noncompliance with these regulations, which could have a material adverse effect on our operations and profitability.
Our business is also governed by various laws and regulations, limiting the manner in which prospective clients may
be contacted, including federal and state “Do Not Call” and “Do Not Fax” regulations. We may be subject to legal claims
and governmental action if we are perceived to be acting in violation of these laws and regulations. We may also be subject
to claims to the extent individual employees or investment sales and financing professionals breach or fail to adhere to
Company policies and practices designed to maintain compliance with these laws and regulations. The penalties for
violating these laws and regulations can be material and could result in changes to the ways in which we are able to contact
prospective clients.
As the size and scope of commercial real estate transactions have increased significantly during the past several
years, both the difficulty of ensuring compliance with numerous licensing regimes and the possible loss resulting from non-
compliance have increased. New or revised legislation or regulations applicable to our business, both within and outside of
the U.S., as well as changes in administrations or enforcement priorities may have an adverse effect on our business. Such
new or revised legislation or regulations applicable to our business may impact transaction volumes and values, increase
the costs of compliance or prevent us from providing certain types of services in certain jurisdictions or in connection with
certain transactions or clients. For example, legislation which limits or prohibits dual agency could have an adverse impact

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on our revenue. We are unable to predict how any of these new laws, rules, regulations and proposals will be implemented
or in what form, or whether any additional or similar changes to laws or regulations, including the interpretation or
implementation thereof, will occur in the future. Risks of legislative changes, including as a result of interpretive guidance
or other directives from the current administration, and new laws, regulations and interpretations may also come into effect.
The impact of any new or revised legislation or regulations under the current administration is unknown. Any such action
could affect us in substantial and unpredictable ways and could have an adverse effect on our business, financial condition
and results of operations.
We are subject to complex and evolving licensing and regulatory requirements.
Our business operations are subject to requirements in various jurisdictions to maintain licenses and comply with
particular regulations. If we fail to maintain our licenses or conduct regulated activities without a license or in
contravention of applicable regulations, we may be required to pay fines, return commissions or may have a given license
suspended or revoked. Our acquisition activity increases these risks, as we must transfer licenses of acquired entities and
their staff, as appropriate. Licensing requirements may also preclude us from engaging in certain types of transactions or
change the way in which we conduct business or increase the cost of doing so.
As a licensed real estate service provider and advisor, we and our licensed investment sales and financing
professionals may be subject to various disclosure, regulatory requirements and other obligations in the jurisdictions in
which we operate. Failure to fulfill these requirements and obligations could subject us to litigation from parties who
purchased or sold properties we brokered. We could become subject to claims by participants in real estate sales or other
services claiming we did not fulfill our obligations as a service provider or broker. This may include claims with respect to
conflicts of interest where we are acting, or are perceived to be acting, for two or more clients with potentially contrary
interests. Any failure to comply with the licensing and regulatory requirements in the jurisdictions in which we operate
could have an adverse effect on our business and results of operations.
Human Resource and Personnel Risks
If we are unable to attract and retain qualified and experienced managers, investment sales and financing
professionals, our growth may be limited, and our business and operating results could suffer.
Our most important asset is people, and our continued success is highly dependent upon the efforts of our managers
and investment sales and financing professionals. If these managers or investment sales and financing professionals depart,
we will lose the substantial time and resources we have invested in training and developing those individuals and our
business, financial condition and results of operations may suffer. Additionally, such departures may have a
disproportionate adverse effect on our operations if our most experienced investment sales and financing professionals do
not remain with us or if departures occur in geographic areas where substantial amounts of our real estate brokerage
commissions and financing fee revenue are generated.
Our competitors frequently attempt to recruit our investment sales and financing professionals or change
commission structures in the marketplace. For a variety of reasons, the exclusive independent contractor and employment
arrangements we have entered into or may enter into with these professionals may not prevent these professionals from
departing and competing against us. As the majority of our investment sales and financing professionals are independent
contractors and we currently do not have employment agreements with most key employees, there is no assurance that we
will be able to retain their services. Similarly, most key employees in sales leadership roles, which includes our
experienced managers, currently do not have employment agreements, and there is no assurance that we will be able to
retain their services.
An important component of maintaining and growing our business includes the recruiting, training and retention of
new and experienced investment sales and financing professionals. Any future growth will be dependent upon the
continued availability of qualified candidates fitting the culture of our firm that can be recruited and retained on favorable
economic terms and conditions. However, our competitors compete vigorously with us to recruit and retain investment
sales and financing professionals and may offer lucrative compensation packages and commission splits that we may not be
able to match on terms that are economically favorable to us.
The recruitment and retention of key experienced professionals may require substantial investments, such as
lucrative compensation packages, support agreements, and commission splits. Additionally, in order to recruit and retain
investment sales and financing professionals, we may, and often have had to, advance funds in the form of forgivable loans
which would be expensed over the contractual term of the loan agreement. All of these investments involve the risk that

16
such professionals will not perform in accordance with performance expectations under such arrangements and that the
business judgments concerning the value, strengths and weaknesses of such professionals will prove incorrect, and
therefore may not have been worth the substantial investment.
During a downturn in the commercial real estate industry, the number of experienced professionals may be reduced
temporarily because they have a harder time transacting in a difficult market and may need to seek income from other
sources. In addition, it is more difficult to recruit and retain less experienced professionals because the industry is less
attractive during downturns from an income opportunity perspective.
If we lose the services of our executive officers or certain other members of our senior management team, we may not
be able to execute our business strategy.
Our success depends in a large part upon the continued service of our senior management team, who are important
to our vision, strategic direction and culture. Our current long-term business strategy was developed in large part by our
senior-level management team and depends in part on their skills and knowledge to implement. Our focus on new growth
and investment initiatives may require additional management expertise to successfully execute our strategy. We may not
be able to offset the impact on our business of the loss of the services of our senior-level management team or other key
officers or employees or be able to recruit additional or replacement talent, which could negatively impact our business,
financial condition and results of operations.
Our business could be hurt if we are unable to maintain our business philosophy and culture of information sharing
and efforts to maintain our philosophy and culture could adversely affect our ability to maintain and grow our business.
Our policy of information sharing, matching properties with large pools of investors and the emphasis that we place
on our clients, our people and our culture define our business philosophy and differentiates our services from that of our
competitors. Various factors could adversely affect this culture. If we do not continue to develop and implement the right
processes and tools to manage our changing enterprise and maintain this culture, our ability to compete successfully and
achieve our business objectives could be impaired, which could negatively impact our business, financial condition and
results of operations.
The concentration of sales among our top investment sales and financing professionals could lead to losses if we are
unable to retain them or if there is an economic downturn.
Our most successful investment sales and financing professionals are responsible for a significant percentage of our
revenue. They also serve as mentors and role models, and provide invaluable training for younger professionals, which is
an integral part of our culture. This concentration among our top investment sales and financing professionals of real estate
brokerage commissions and financing fees revenue can lead to greater and more concentrated risk of loss if we are unable
to retain them, and could have a material adverse impact on our business and financial condition. Furthermore, many of our
investment sales and financing professionals work in teams. If a team leader or manager leaves our Company, his or her
team members may leave with the team leader or manager. Additionally, in economic downturns sales are often further
concentrated among our top investment sales and financing professionals who have negotiated high commission splits that
further reduce our profits and could have a material adverse impact on our business and financial condition.
Our investment sales professionals are independent contractors, not employees, and if laws, regulations or rulings
mandate that they be employees, our business would be adversely impacted.
Our investment sales professionals are retained as independent contractors, and we are subject to the Internal
Revenue Service regulations and applicable state law guidelines regarding independent contractor classification. These
regulations and guidelines are subject to judicial and agency interpretation, and it could be determined that the independent
contractor classification is inapplicable to some or all of our investment sales professionals. Further, if legal standards for
classification of these investment sales professionals as independent contractors change or appear to be changing, it may be
necessary to modify our compensation or commission structure for these investment sales professionals in some or all of
our markets, including paying additional compensation or reimbursing expenses. If we are forced to classify these
investment sales professionals as employees, we would also become subject to laws regarding employee classification and
compensation, and to claims regarding overtime, minimum wage, and meal and rest periods. We could also incur
substantial costs, penalties and damages due to future challenges by current or former investment sales professionals to our
classification or compensation practices. Any of these outcomes could result in substantial costs to us, could significantly

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impair our financial condition and our ability to conduct our business as we choose, and could damage our reputation and
impair our ability to attract clients and investment sales professionals.
Fraud, or theft, which is difficult to detect and deter, could harm us by impairing our ability to attract and retain clients
and subjecting us to significant legal liability and reputational harm.
If our employees or investment sales and financing professionals engage in misconduct, our business could be
adversely affected. It is not always possible to deter misconduct, and the precautions we take to deter and prevent this
activity may not be effective in all cases. If our employees or investment sales and financing professionals were to engage
in unethical business practices, improperly use, disseminate, fail to disseminate or disclose information provided by our
clients, we could be subject to regulatory sanctions, suffer serious harm to our reputation, financial position and current
client relationships and significantly impair our ability to attract future clients. These events could adversely affect our
business, financial condition and results of operations. To the extent any fraud or theft of funds or misconduct result in
losses that exceeds our insurance coverage, our business could be materially adversely affected.
Internal Business Risks
We may fail to successfully differentiate our brand from those of our competitors, which could adversely affect our
revenue.
The value of our brand and reputation is one of our most important assets. An inherent risk in maintaining our brand
is we may fail to successfully differentiate the scope and quality of our service and product offerings from those of our
competitors, or we may fail to sufficiently innovate or develop improved products or services that will be attractive to our
clients. Additionally, given the rigors of the competitive marketplace in which we operate, there is the risk we may not be
able to continue to find ways to operate more productively and more cost-effectively, including by achieving economies of
scale, or we will be limited in our ability to further reduce the costs required to operate on a nationally coordinated
platform.
Our continued efforts to expand our services and businesses may not be successful, and we may expend significant
resources without corresponding returns.
We intend to continue to expand our specialty groups, particularly multi-tenant retail, office, industrial and
hospitality, as well as various niche markets, including multifamily tax credit, affordable housing, student housing,
manufactured housing, seniors housing and self-storage. We also plan to further grow our financing services provided
through our subsidiary, Marcus & Millichap Capital Corporation. We expect to incur expenses relating to acquisitions,
recruitment, training, and expanding our markets and services. The planned expansion of services and platforms requires
significant resources, and there can be no assurance we will be able to continue to expand or compete effectively, attract or
train a sufficient number of professionals to support the expansion, or operate these businesses profitably. We may incur
significant expenses for these plans without corresponding returns, which would harm our business, financial condition and
results of operations.
If we experience significant growth in the future, such growth may be difficult to sustain and may place significant
demands on our administrative, operational and financial resources.
If we experience significant growth in the future, such growth could place additional demands on our resources and
increase our expenses, as we will have to commit additional management, operational and financial resources to maintain
appropriate operational and financial systems to adequately support expansion. There can be no assurance we will be able
to manage our expanding operations effectively or we will be able to maintain or accelerate our growth, and any failure to
do so could adversely affect our ability to generate revenue and control our expenses, which could adversely affect our
business, financial condition and results of operations. Moreover, we may have to delay, alter or eliminate the
implementation of certain aspects of our growth strategy due to events beyond our control, including, but not limited to,
changes in general economic conditions and commercial real estate market conditions. Such delays or changes to our
growth strategy may adversely affect our business.
Our growth plan includes completing acquisitions, which may or may not happen depending on the acquisition
opportunities that are available in the marketplace.
Our ability to grow by acquiring companies or assets and by making investments to complement our existing
businesses will depend upon the availability of suitable acquisition candidates. If we are unable to find suitable acquisition

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candidates, if we are unable to attract the interest of such candidates, or if we are unable to successfully negotiate and
complete such acquisitions, that could limit our ability to grow.
If we acquire businesses in the future, we may experience high transaction and integration costs, the integration
process may be disruptive to our business and the acquired businesses may not perform as we expect.
From time to time, we pursue strategic acquisitions to add and enhance our real estate brokerage and financing
service offerings. The companies we have acquired have generally been regional or specialty firms that expand our network
of investing and financing professionals and/or provide further diversification to our brokerage and financing services. Our
acquisition structures may include deferred and/or contingent consideration payments in future periods that are subject to
the passage of time or achievement of certain financial performance metrics and other conditions. Acquisitions also
frequently involve significant costs related to integrating culture, information technology, accounting, reporting and
management services and rationalizing personnel levels. If we are unable to fully integrate the culture, accounting,
reporting and other systems of the businesses we acquire, we may not be able to effectively manage them, and our financial
results may be materially adversely affected.
In addition, the acquisitions of businesses involve risks that the businesses acquired will not perform in accordance
with expectations, that the expected synergies associated with acquisitions will not be achieved, that we will experience
attrition from professionals licensed or associated with the acquired companies and that business judgments concerning the
value, strengths and weaknesses of the businesses acquired will prove incorrect, which could have an adverse effect on our
business, financial condition and results of operations.
A majority of our revenue is derived from transaction fees, which are not long-term contracted sources of recurring
revenue and are subject to external economic conditions and declines in those engagements could have a material
adverse effect on our financial condition and results of operations.
We historically have earned a majority of our revenue from real estate brokerage transactions and financing fees. We
expect that we will continue to rely heavily on revenue from these sources for substantially all our revenue for the
foreseeable future. A continued decline in the number of transactions completed or in the value of the commercial real
estate we sell could significantly decrease our revenue further, which would adversely affect our business, financial
condition and results of operations.
If we are unable to retain existing clients and develop new clients, our financial condition may be adversely affected.
We are substantially dependent on long-term client relationships and on revenue received for services provided for
them. Our listing agreements generally expire within six months and depend on the cooperation of the client during the
pendency of the agreement, as is typical in the industry. In this competitive market, if we are unable to maintain these
relationships or are otherwise unable to retain existing clients and develop new clients, our business, results of operations
and/or financial condition may be materially adversely affected. Historically, a global economic downturn and weaknesses
in the markets in which our clients and potential clients compete have led to a lower volume of transactions and fewer real
estate clients generally, which makes it more difficult to maintain existing and establish new client relationships. These
effects have in the past and could increase again in the wake of the continuing political and economic uncertainties in the
U.S. and in other countries.
A failure by third parties to comply with service agreements or regulatory or legal requirements could result in
economic and reputational harm to us.
We rely on third parties, including subcontractors, to perform activities on behalf of our organization to improve
quality, increase efficiencies and lower operational risks across our business and the services we provide. If these third
parties do not meet contractual, regulatory or legal requirements, or do not have the proper safeguards and controls in
place, we could be exposed to increased operational, regulatory, financial or reputational risks. In addition, these third
parties face their own technology, operating and economic risks, and any significant failures by them, including the
improper use or disclosure of confidential information, could cause damage to our reputation and harm to our business.

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Failure to comply with confidentiality obligations could damage our reputation and materially harm our operating
results.
If confidential information, including material non-public information or personal information we or our vendors
and suppliers maintain, is inappropriately disclosed due to an information security breach, or if any person negligently
disregards or intentionally breaches our policies, contractual commitments or other controls with respect to such data, we
may incur substantial liabilities to our clients or be subject to fines or penalties imposed by governmental authorities. In
addition, any breach or alleged breach of our confidentiality agreements with our clients may result in termination of their
engagements, resulting in associated loss of revenue and increased costs.
We may face significant liabilities and/or damage to our professional reputation as a result of litigation allegations and
negative publicity.
As a licensed real estate broker, we and our licensed professionals and brokers are subject to regulatory due
diligence, disclosure and standard-of-care obligations. The actual or perceived failure to fulfill these obligations could
subject us or our professionals and brokers to litigation from parties who attempted to or in fact financed, purchased or sold
properties that we or they brokered, managed or had some other involvement. We could become subject to claims by those
who either wished to participate or did participate in real estate transactions alleging that we did not fulfill our regulatory,
contractual or other legal obligations. We also face potential conflicts of interest claims when we represent both the buyer
and the seller in a transaction.
We depend on our business relationships and our reputation for integrity and high-caliber professional services to
attract and retain clients. As a result, allegations by private litigants or regulators, whether the ultimate outcome is
favorable or unfavorable to us, as well as negative publicity and press speculation about us or our investment activities,
whether or not valid, may harm our reputation and damage our business prospects. In addition, if any lawsuits were
brought against us and resulted in a finding of substantial legal liability, it could materially, adversely affect our business,
financial condition or results of operations or cause significant reputational harm to us, which could materially impact our
business.
In the event of a substantial loss, our commercial insurance coverage and/or self-insurance reserve levels might not
be sufficient to pay the full damages, or the scope of available coverage may not cover certain types of claims. Further, the
value of otherwise valid claims we hold under insurance policies could become uncollectible in the event of the covering
insurance company’s insolvency, although we seek to limit this risk by placing our commercial insurance only with highly-
rated companies. Any of these events could negatively impact our business, financial condition or results of operations.
Failure to appropriately deal with actual or perceived conflicts of interest could adversely affect our businesses.
Outside of our employees and investment sales and financing professionals, our reputation is one of our most
important assets. As we have expanded the scope of our services, we increasingly must address potential, actual or
perceived conflicts of interest relating to the services we provide to our existing and potential clients. For example,
conflicts may arise between our position as an advisor to both the buyer and seller in commercial real estate sales
transactions or in instances when a potential buyer requests that we represent them in securing the necessary capital to
acquire an asset we are selling for another client, or when a capital source takes an adverse action against an owner client
that we are advising in another matter. From time to time, we also advise or represent entities and parties affiliated with us
in commercial real estate transactions which also involve clients who are unaffiliated with us. In this context, we may be
subject to complaints or claims of a conflict of interest. Appropriately dealing with conflicts of interest is complex and
difficult and our reputation could be damaged and cause us to lose existing clients or fail to gain new clients if we fail, or
appear to fail, to deal appropriately with conflicts of interest, which could have an adverse effect on our business, financial
condition and results of operations.
Technology and Cybersecurity Risks
If we do not respond to technological innovations or changes or upgrade our technology systems, our growth prospects
and results of operations could be adversely affected.
To remain competitive, we must continue to enhance and improve the functionality, features and security of our
technology infrastructure. Infrastructure upgrades may require significant capital investment outside of the normal course
of business. In the future, we will likely need to improve and upgrade our technology, database systems and network
infrastructure to allow our business to grow in both size and scope. Without such improvements, our operations might

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suffer from unanticipated system disruptions, slow performance or unreliable service levels, any of which could negatively
affect our ability to provide rapid customer service. We may face significant delays in introducing new services, investment
sales professional tools and enhancements. Moreover, if we do not keep pace with the rapid innovations and changes taking
place in information technology in our industry, we could be at a competitive disadvantage. The proliferation of freely
available information on the Internet, including advancements in areas such as artificial intelligence, for example, has
substantially increased the accessibility and transparency of information relating to commercial real estate listings and
transactions, which could change the way commercial real estate transactions are conducted. This has occurred to some
extent in the residential real estate market as online brokerage and/or auction companies have eroded part of the market for
traditional residential real estate brokerage firms. The accumulation of large amounts of data on the Internet could also
devalue the information that we gather and disseminate as part of our business model and may harm certain aspects of our
investment brokerage business in the event that principals of transactions prefer to transact directly with each other.
Further, the rapid dissemination and increasing transparency of information, particularly for public companies, increases
the risks to our business that could result from negative media or announcements about ethics lapses, improper behavior or
other operational problems, which could lead clients to terminate or reduce their relationships with us. If competitors
introduce new products and services using new technologies, our proprietary technology and systems may become less
competitive, and our business may be harmed. In addition, the expansion and improvement of our systems and
infrastructure may require us to commit substantial financial, operational and technical resources, with no assurance that
our business will improve.
Interruption, data security breaches, or failure of our information technology, communications systems or data services
could hurt our ability to effectively provide our services, which could damage our reputation and harm our operating
results.
Our business requires the continued operation of information technology and communication systems and network
infrastructure. Our ability to conduct our business may be adversely impacted by disruptions or breaches to these systems
or infrastructure. Our information technology and communications systems are vulnerable to damage or disruption from
fire, power loss, telecommunications failure, system malfunctions, computer viruses, third-party misconduct or penetration
and criminal acts, natural disasters such as hurricanes, earthquakes, wildfires and floods, acts of war or terrorism, or other
events which are beyond our control. For example, in August 2021, we were subject to a cybersecurity attack on our
information technology systems. We immediately engaged cybersecurity experts to secure and restore all essential systems
and were able to do so with only minimal disruption to our business.
In addition, the operation and maintenance of these systems and networks is, in some cases, dependent on third-
party technologies, systems and service providers for which there is no certainty of security or uninterrupted availability.
Any of these events could cause system interruption, delays, and loss of critical data or intellectual property (such as our
client lists and information, business methods and research) and may also disrupt our ability to provide services to or
interact with our clients, and we may not be able to successfully implement contingency plans that depend on
communication or travel. The business continuity planning and backup systems we have in place for such events may not
be sufficient and cannot account for all eventualities. An event that results in the destruction or disruption of any of our
data centers or our critical business or information technology systems could severely affect our ability to conduct normal
business operations and, as a result, our future operating results could be adversely affected. Our business relies
significantly on the use of commercial real estate data. We produce much of this data internally, but a significant portion is
purchased from third-party providers for which there is no certainty of uninterrupted availability. A disruption of our ability
to provide data to our professionals and/or clients could damage our reputation, and our operating results could be
adversely affected.

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Failure to maintain the security of our information and technology networks, including personally identifiable and
client information could adversely affect us.
Security breaches and other disruptions could compromise our and our clients' information and expose us to liability,
which could cause our business and reputation to suffer. In the ordinary course of our business, we collect and store
sensitive data, including our proprietary business information and intellectual property and that of our clients and
personally identifiable information of our employees and contractors, in our data centers and on our networks. The secure
processing, maintenance and transmission of this information is critical to our operations. Our security measures vary in
maturity across our business. Our information technology and infrastructure have been subject to, and may in the future be
vulnerable to various cyber-attacks, such as hacking, spoofing and phishing attacks and ransomware attacks, exploitation of
system or application vulnerabilities or our systems may be breached due to employee error, malfeasance or other
disruptions. We may also not have sufficient logging available to fully investigate the scope of a cyber-attack.
Additionally, a portion of our workforce works remotely in some capacity. This arrangement exposes us to
additional threat vectors and vulnerabilities.
A significant actual or potential theft, loss, fraudulent use or misuse of client, employee or other personally
identifiable data, whether by third parties or as a result of employee malfeasance or otherwise, non-compliance with our
contractual or other legal obligations regarding such data or a violation of our privacy and security policies with respect to
such data could result in significant costs, fines, litigation or regulatory actions against us. Such an event could additionally
disrupt our operations and the services we provide to clients, damage our reputation, and cause a loss of confidence in our
services, which could adversely affect our business, revenue and competitive position.
Additionally, we increasingly rely on third-party data storage providers, including cloud storage solution providers,
resulting in less direct control over our data. Such third parties may also be vulnerable to security breaches and
compromised security systems, which could adversely affect our reputation. In the past several years, supply chain attacks
have increased in frequency and severity. As we are a consumer of information systems and technology, we are at risk of
being impacted either directly or indirectly by these attacks. The control systems, cybersecurity program, infrastructure,
physical facilities of, and personnel associated with third parties that we rely on are beyond our control.
We rely on the collection and use of personally identifiable information from clients to conduct our business. We
disclose our information collection and dissemination practices in a published privacy statement on our websites, which we
may modify from time to time. We may be subject to legal claims, government action, including under the Racketeer
Influenced and Corrupt Organizations Act, and damage to our reputation if we act or are perceived to be acting
inconsistently with the terms of our privacy statement, client expectations or the law. In the event we or the vendors with
which we contract to provide services on behalf of our clients were to suffer a breach of personally identifiable
information, our customers could terminate their business with us. Further, we may be subject to claims to the extent
individual employees or investment sales and financing professionals breach or fail to adhere to Company policies and
practices and such actions jeopardize any personally identifiable information. In addition, concern among potential buyers
or sellers about our privacy practices could keep them from using our services or require us to incur significant expense to
alter our business practices or educate them about how we use personally identifiable information.
Our business is subject to complex and evolving laws and regulations regarding privacy, data protection, and
cybersecurity. Many of these laws and regulations are subject to change and uncertain interpretation and could result
in claims, increased cost of operations or otherwise harm our business.
We are subject to numerous laws and regulations regarding privacy, data protection and cybersecurity that govern
the processing of certain data (including personal information, sensitive information, health information, and other
regulated data). These laws and regulations are increasing in severity, complexity and number, change frequently, and
increasingly conflict among the various jurisdictions in which we operate, which has resulted in greater compliance risk
and cost for us.
In addition, we are also subject to the possibility of security breaches and other incidents, which themselves may
result in a violation of these laws. We are also subject to an increasing number of reporting obligations in respect of
material cybersecurity incidents. These reporting requirements have been proposed or implemented by a number of
regulators in different jurisdictions, may vary in their scope and application, and could contain conflicting requirements.
Certain of these rules and regulations may require us to report a cybersecurity incident before we have been able to fully
assess its impact or remediate the underlying issue. Efforts to comply with such reporting requirements could divert

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management’s attention from our cybersecurity incident response and could potentially reveal system vulnerabilities to
threat actors.
Failure to timely report cybersecurity incidents under these rules could also result in regulatory investigations,
litigation, monetary fines, sanctions, or subject us to other forms of liability.
A significant actual or potential theft, loss, corruption, exposure, fraudulent use or misuse of client, employee or
other personal information or proprietary business data, whether by third parties or as a result of employee malfeasance or
otherwise, perceived or actual non-compliance with our contractual or other legal obligations regarding such data or
intellectual property or a violation of our privacy and security policies with respect to such data could result in significant
remediation and other costs, fines, litigation or regulatory actions against us. Such an event could additionally disrupt our
operations and the services we provide to clients, harm our relationships with contractors and vendors, damage our
reputation, result in the loss of a competitive advantage, impact our ability to provide timely and accurate financial data
and cause a loss of confidence in our services and financial reporting, which could adversely affect our business, revenues,
competitive position and investor confidence. Additionally, we rely on third parties to support our information and
technology networks, including cloud storage solution providers, and as a result have less direct control over our data and
information technology systems. Such third parties are also vulnerable to security breaches and compromised security
systems, for which we may not be indemnified and which could materially adversely affect us and our reputation.
Investment Risks
Our investments in marketable debt securities, available-for-sale are subject to certain risks which could affect our
overall financial condition, results of operations or cash flows.
We invest a portion of our available cash and cash equivalent balances in money market funds, some of which have
floating net asset values or by purchasing marketable debt securities with maturities in excess of three months in a
managed portfolio in a variety of fixed or variable rate debt securities, including U.S. government and federal agency
securities and corporate debt securities. The primary objective of our investment activity is to maintain the safety of
principal, provide for future liquidity requirements while maximizing yields without significantly increasing risk. Should
any of our investments or marketable debt securities lose value or have their liquidity impaired, it could affect our overall
financial condition. Additionally, if we choose or are required to sell these securities in the future at a loss, our consolidated
operating results or cash flows may be affected.
We may be deemed to be an investment company due to our investments in marketable debt securities, available-for-sale
and, if such a determination were made, we would become subject to significant regulation that would adversely affect
our business.
We may be deemed to be an investment company under the Investment Company Act of 1940, as amended (the
"Investment Company Act"), if, among other things, we own “investment securities” with a value exceeding 40% of the
value of our total assets, unless we qualify under a particular exemption or safe harbor. We invest part of our available cash
and cash equivalents in a variety of short-term, investment-grade securities, some of which may qualify as “investment
securities” under the Investment Company Act. Investment companies are subject to registration under the Investment
Company Act and compliance with a variety of restrictions and requirements. If we were to be deemed an investment
company we would become subject to these restrictions and requirements, and the consequences of having been an
investment company without registering under the Investment Company Act could have a material adverse effect on our
business, financial condition and results of operations, as well as restrict our ability to sell and issue securities, borrow
funds, engage in various transactions or other activities and make certain investment decisions. In addition, we may incur
significant costs or limitation on business opportunities to avoid investment company status if an exemption from the
Investment Company Act were to be considered unavailable to us at a time when the value of our “investment securities”
exceeds 40% of the value of our total assets. We believe that we satisfy the conditions to be exempt from the Investment
Company Act because, among other things, we are engaged directly and primarily in a business other than that of investing,
reinvesting, owning, holding or trading in securities. However, absent an exemptive order from the SEC, our status of
being exempt cannot be assured.

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Risks Related to Our Founder
Our Chair and founder owns a significant portion of our common stock, which may prevent other stockholders from
influencing significant decisions, and the sale of such stock may depress the price of our common stock and impair our
ability to raise capital.
George M. Marcus, our Chair and founder beneficially owns 15.0 million shares, or approximately 39% of our
outstanding common stock as of December 31, 2024. Because of Mr. Marcus’ substantial ownership of our outstanding
common stock, he may be able to significantly influence the outcome of corporate actions requiring stockholder approval,
including the election and removal of directors, so long as he controls a significant portion of our common stock. Mr.
Marcus’ shares may also be sold in a public or private sale which could adversely affect the prevailing market price of our
common stock and could impair our ability to raise capital through the future sales of equity securities.
Our Chair may have actual or potential conflicts of interest because of his position with MMC.
George M. Marcus serves as the Chair of our Board of Directors and is Chair of the Board of Directors of MMC. In
addition, Mr. Marcus beneficially owns substantially all of the outstanding stock of MMC. His position at MMC and the
ownership of any MMC equity or equity awards creates or may create the appearance of conflicts of interest if and when he
is faced with decisions that could have different implications for MMC and for us.
General Risks
Our existing goodwill and other intangible assets could become impaired, which may require us to take non-cash
charges.
Under current accounting guidelines, we evaluate our goodwill and other intangible assets for potential impairment
annually or more frequently if circumstances indicate impairment may have occurred. We perform the required annual
goodwill impairment evaluation in the fourth quarter of each year. Any impairment of goodwill or other intangible assets
would result in a non-cash charge against earnings, and such charge could materially adversely affect our reported results
of operations and the market price of our common stock in future periods.
Our brand and reputation are important Company assets, and will be affected by how we are perceived in the
marketplace.
Our brand and reputation are important assets, and we believe our continued success depends on our ability to
preserve, grow and leverage the value of our brand. Our ability to attract and retain clients is highly dependent upon the
external perceptions of our expertise, level of service, trustworthiness, business practices, management, workplace culture,
financial condition, our response to unexpected events and other subjective qualities. Negative perceptions or publicity
regarding these matters, even if related to seemingly isolated incidents and whether or not factually correct, could erode
trust and confidence and damage our reputation, which could make it difficult for us to attract or retain clients. Negative
public opinion could result from actual or alleged conduct in any number of activities or circumstances, including the
personal conduct of individuals associated with our brand, handling of client complaints, regulatory compliance, the use
and protection of client and other sensitive information, and from actions taken by regulators or others in response to any
such conduct.
The protection of our brand, including related trademarks and other intellectual property, may require the
expenditure of significant financial and operational resources. Moreover, the steps we take to protect our brand may not
adequately protect our rights or prevent third parties from infringing or misappropriating our trademarks. Any unauthorized
use by third parties of our brand may adversely affect our business.
In preparing our financial statements we make certain assumptions, judgments, and estimates that affect amounts
reported in our consolidated financial statements, which, if not accurate, may significantly impact our financial results.
We make assumptions, judgments, and estimates that affect amounts reported in our consolidated financial
statements. These assumptions, judgments, and estimates are drawn from historical experience and various other factors
that we believe are reasonable under the circumstances as of the date of the consolidated financial statements. Actual
results could differ materially from our estimates, and such differences could significantly impact our financial results.

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The price of our common stock may fluctuate significantly, and you could lose all or part of your investment.
Volatility in the market price of our common stock may prevent shareholders from being able to sell shares of our
common stock at or above the price shareholders paid for them. The market price for our common stock could fluctuate
significantly for various reasons, including quarterly and annual variations in our results and those of our competitors;
changes to the competitive landscape; estimates and projections by the investment community; the arrival or departure of
key personnel, especially the retirement or departure of key senior investment sales and financing professionals and
management; the introduction of new services by us or our competitors; acquisitions, strategic alliances or joint ventures
involving us or our competitors; and general global and domestic economic, credit and liquidity issues, market or political
conditions.
As a result of these factors, investors in our common stock may not be able to resell their shares at or above the price
paid to acquire the stock or may not be able to resell them at all. These broad market and industry factors may materially
reduce the market price of our common stock, regardless of our operating performance. In addition, price volatility may be
greater if the public float and trading volume of our common stock is low.
If securities analysts do not publish research or reports about our business or if they downgrade our Company or our
sector, or we do not meet expectations of the analysts the price of our common stock could decline.
The trading market for our common stock depends in part on the research and reports that industry or financial
analysts publish about us or our business. These research reports about our business may contain information about us,
including, but not limited to estimates of our future results of operations and stock price. We do not control these analysts,
nor can we assure that any analysts will continue to follow us, issue research reports or publish information that accurately
predicts our actual results or stock price. Furthermore, if we do not meet the expectations of industry or financial analysts
or one or more of the analysts who do cover us downgrades our Company or our industry, or the stock of any of our
competitors, the price of our common stock could decline. If one or more of these analysts ceases coverage of our
Company, we could lose visibility in the market, which in turn could cause the price of our common stock to decline.
Significant fluctuations in our revenue and net income may make it difficult for us to achieve steady earnings growth
on a quarterly or an annual basis, which may make the comparison between periods difficult and may cause the price of
our common stock to decline.
We have experienced and may continue to experience fluctuations in revenue and net income as a result of many
factors, including, but not limited to, economic conditions, capital market disruptions, the timing of transactions, revenue
mix and the timing of additional selling, general and administrative expenses to support growth initiatives, recognition and
expensing of forgivable loans provided to investment sales and financing professionals. We provide many of our services
pursuant to contracts that typically expire within six months and that are dependent on the client’s cooperation.
Consequently, many of our clients can terminate or significantly reduce their relationships with us on very short notice for
any reason. In addition, a significant portion of our expenses are fixed and do not vary proportionately with fluctuations in
revenues. If our clients terminate or significantly reduce their relationships with us on short notice for any reason, we may
be unable to adjust our expenses in a timely manner which could have an immediate material adverse effect on our
business, financial condition and results of operation.
We plan our capital and operating expenditures based on our expectations of future revenue and, if revenues are
below expectations in any given quarter or year, we may be unable to adjust capital or operating expenditures in a timely
manner to compensate for any unexpected revenue shortfall, which could have an immediate material adverse effect on our
business, financial condition and results of operation.
Future sales or the perception of future sales of a substantial amount of our common stock may depress the price of
shares of our common stock.
Future sales, issuances of shares under our Amended and Restated 2013 Omnibus Equity Incentive Plan, as amended
(the "2013 Plan"), and 2013 Employee Stock Purchase Plan (the "ESPP") or the availability of a substantial amount of our
common stock in the public market could adversely affect the prevailing market price of our common stock and could
impair our ability to raise capital through the future sales of equity securities.
We may issue shares of our common stock or other securities from time to time as consideration for future
acquisitions and investments. If any such acquisition or investment is significant, the number of shares of our common
stock, or the number or aggregate principal amount, as the case may be, of other securities that we may issue may in turn

25
be substantial. We may also grant registration rights covering those shares of our common stock or other securities in
connection with any such acquisitions and investments.
We cannot predict the size of future issuances or sales of our common stock or the effect, if any, that future issuances
and sales of our common stock will have on the market price of our common stock. Sales of substantial amounts of our
common stock (including shares of our common stock issued in connection with an acquisition), or the perception that such
sales could occur, may adversely affect prevailing market prices for our common stock.
Item 1B. Unresolved Staff Comments
Not applicable.
Item 1C. Cybersecurity
Cybersecurity Risk Management and Strategy
We recognize the importance of assessing, identifying, and managing material risks associated with cybersecurity
threats, as such term is defined in Item 106(a) of Regulation S-K. These risks include, among other things, operational
risks; intellectual property theft; fraud; extortion; harm to employees or customers; violation of privacy or security laws
and other litigation and legal risk; and reputational risks. We have implemented several cybersecurity processes,
technologies, and controls to aid in our efforts to assess, identify, and manage such material risks.
Our process for identifying and assessing material risks from cybersecurity threats operates alongside our broader
overall risk assessment process, covering all company risks. As part of this process, appropriate disclosure personnel
collaborate with subject matter specialists, as necessary, to gather insights for identifying and assessing material
cybersecurity threat risks, their severity, and potential mitigations.
We also have a cybersecurity specific risk assessment process, which helps identify our cybersecurity threat risks. As
part of this process, and our processes to provide for the availability of critical data and systems, maintain regulatory
compliance, identify and manage our risks from cybersecurity threats, and to protect against, detect, and respond to
cybersecurity incidents, as such term is defined in Item 106(a) of Regulation S-K, we undertake the below listed activities,
among others:
•
periodic comparison of our processes to standards set by the National Institute of Standards and Technology;
•
closely monitor emerging data protection laws and implement changes to our processes designed to comply;
•
undertake an annual review of our consumer-facing policies and statements related to cybersecurity;
•
conduct regular phishing email simulations for all employees and all contractors with access to corporate email
systems to enhance awareness and responsiveness to such possible threats;
•
conduct annual cybersecurity training for all employees and contractors, along with targeted training on a
quarterly basis for specific subsets of employees identified through our phishing simulations;
•
through policy, practice and contract (as applicable) require employees, as well as third-parties who provide
services on our behalf, to treat customer information and data with care;
•
conduct regular network and endpoint monitoring and vulnerability assessments to improve our information
systems, as such term is defined in Item 106(a) of Regulation S-K;
•
carry information security risk insurance that provides protection against the potential losses arising from a
cybersecurity incident;
•
conduct vulnerability scans and leverage the scan results to continuously patch and manage our network as new
threats emerge; and
•
constant active monitoring by our contracted Security Operations Center.
Our incident response plan coordinates the activities we take to prepare for, detect, respond to and recover from
cybersecurity incidents, which include processes to triage, assess severity for, escalate, contain, investigate, and remediate
the incident, as well as to comply with potentially applicable legal obligations and mitigate brand and reputational damage.
The incident response team assesses the severity and priority of incidents on a rolling basis, with escalations of higher
severity cybersecurity incidents provided to our management team. If a cybersecurity incident is determined to be a
material cybersecurity incident, our incident response processes define the steps to disclose such a material cybersecurity
incident.

26
As part of the above processes, we regularly engage with assessors, consultants, auditors, and other third parties,
including by regularly conducting technical and data reviews with our cybersecurity partners to help identify areas for
continued focus, improvement and/or compliance.
Our processes also address cybersecurity threat risks associated with our use of third-party service providers,
including those in our supply chain or who have access to our customer and employee data or our systems. Third-party
risks are included within our broader overall risk assessment process, as well as our cybersecurity-specific risk
identification program, both of which are discussed above. In addition, cybersecurity considerations affect the selection and
oversight of our third-party service providers. We perform diligence on third parties that have access to our systems, data or
facilities that house such systems or data, and continually monitor cybersecurity threat risks identified through such
diligence. Additionally, we generally require those third parties that could introduce significant cybersecurity risk to us to
agree by contract to manage their cybersecurity risks in specified ways, and to agree to be subject to cybersecurity audits,
which we conduct as appropriate.
We describe whether and how risks from identified cybersecurity threats, including as a result of any previous
cybersecurity incidents, have materially affected or are reasonably likely to materially affect us, including our business
strategy, results of operations, or financial condition, under the heading “Item 1.A – Risk Factors – Technology and
Cybersecurity Risks,” which disclosure is incorporated by reference herein.
Cybersecurity Governance
Cybersecurity is an important part of our risk management processes and an area of increasing focus for our Board
and management.
Our audit committee is responsible for the oversight of risks from cybersecurity threats. At least quarterly, the audit
committee receives an overview from management of our cybersecurity threat risk management and strategy processes
covering topics such as data security posture, results from third-party assessments, progress towards pre-determined risk-
mitigation-related goals, our incident response plan, and material cybersecurity threat risks or incidents and developments,
as well as the steps management has taken to respond to such risks. In such sessions, the audit committee generally
receives materials indicating current and emerging material cybersecurity threat risks, and describing the company’s ability
to mitigate those risks, and discusses such matters with our Chief Information Officer. Members of the audit committee
regularly engage in conversations with management on cybersecurity-related news events and discuss any updates to our
cybersecurity risk management and strategy programs. Material cybersecurity threat risks are also considered during
separate Board meeting discussions of important matters like risk management, operational budgeting, business continuity
planning, mergers and acquisitions, brand management, and other relevant matters.
Our cybersecurity risk management and strategy processes, which are discussed in greater detail above, are led by
our Chief Information Officer (“CIO”). The CIO has been responsible for cybersecurity for over ten years across multiple
organizations, leading enterprise security programs, business continuity planning, cybersecurity response planning, and the
implementation of the National Institute of Standards and Technology (NIST) cybersecurity framework. In the CIO's most
recent role, the CIO established and led a dedicated Cybersecurity Department, developing comprehensive security
strategies, implementing cutting-edge cybersecurity tools, and designing response plans to support the entire company. At
our Company, the CIO continues to drive proactive risk management, regulatory compliance, and a culture of cybersecurity
awareness.
The firm’s senior executive team, inclusive of the CEO, CFO, COOs, CAO and CLO, are informed about and
monitor the prevention, mitigation, detection, and remediation of cybersecurity incidents through their management of, and
participation in, the cybersecurity risk management and strategy processes described above, including the operation of our
incident response plan.
As discussed above, these members of management report to the audit committee about cybersecurity threat risks,
among other cybersecurity related matters.
Item 2. Properties
Our principal executive offices are located at 23975 Park Sorrento, Suite 400, Calabasas, California 91302. Our
telephone number is (818) 212-2250. We lease all of our brokerage offices (typically less than 12,000 square feet) and
other support facilities in the United States and Canada. We believe that our current facilities are adequate to meet our

27
needs through the end of 2025; however, as we continue to evaluate our office footprint, our lease needs could change
during the year.
Item 3. Legal Proceedings
We are involved in claims and legal actions arising in the ordinary course of our business, some of which involve
claims for damages that are substantial in amount. Most of these litigation matters are covered by our insurance policies,
which contain deductibles, exclusions, claim limits, and aggregate policy limits. Such litigation and other proceedings may
include, but are not limited to, actions relating to commercial relationships, standard brokerage disputes such as the alleged
failure to disclose physical or environmental defects or property expenses or contracts, the alleged inadequate disclosure of
matters relating to the transaction such as the relationships among the parties to the transaction, potential claims or losses
pertaining to the asset, vicarious liability based upon conduct of individuals or entities outside of our control, general fraud
claims, conflicts of interest claims, employment law claims, including claims challenging the classification of our sales
professionals as independent contractors, claims alleging violations of state consumer fraud statutes, and intellectual
property. While the ultimate liability for these legal proceeding cannot be determined, we review the need for an accrual for
loss contingencies quarterly, and record an accrual for litigation related losses where the likelihood of loss is both probable
and estimable. We do not believe, based on information currently available to us, that the final outcome of these
proceedings will have a material adverse effect on our consolidated financial position, results of operations, or cash flows.
Item 4. Mine Safety Disclosures
Not applicable.

28
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Market Information
Our common stock trades on the New York Stock Exchange (“NYSE”) under the symbol “MMI”.
As of February 11, 2025, there were 59 stockholders of record, and the closing price of our common stock was
$37.51 per share as reported on the NYSE.
Dividends
We currently expect to continue to declare semi-annual regular dividends; however, the declaration and amount of
any future cash dividends will be subject to the sole discretion of the Board of Directors and will depend upon many
factors, including our business, financial condition and results of operations and other factors deemed relevant by our
Board of Directors from time to time.
Stock Performance Graph
The performance graph shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise
subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of
Marcus & Millichap, Inc. under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.
The following graph shows a comparison from December 31, 2019 through December 31, 2024 of the cumulative
total return for our common stock, the Standard & Poor’s 500 Stock Index (“S&P 500 Index”) and an industry peer group
for this period.
The graph assumes that $100 was invested at the market close on December 31, 2019 in the common stock of
Marcus & Millichap Inc., the S&P 500 Index and the peer group, and assumes reinvestment of dividends. The stock price
performance of the following graph is not necessarily indicative of future stock price performance. The industry peer group
is comprised of the following publicly-traded real estate services companies: CBRE, Colliers, Cushman, JLL, and
Newmark (collectively “Peer Group”). We selected our Peer Group based on companies that represent our primary
competitors with certain business lines reasonably comparable to ours and based on the length of time they have been
publicly-traded.

29
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
Among Marcus & Millichap, Inc, the S&P 500 Index, and a Peer Group
Base Period
12/31/19
12/31/20
12/31/21
12/31/22
12/31/23
12/31/24
Marcus & Millichap, Inc.
100.00
99.95
138.15
95.58
123.12
109.31
S&P 500 Index
100.00
118.40
152.39
124.79
157.59
197.02
Peer Group
100.00
92.84
162.59
106.05
127.38
171.53
Purchases of Equity Securities by the Issuer
Share repurchase activity during the three months ended December 31, 2024 was as follows:
Periods
Total Number of
Shares Purchased
Average Price
Paid Per Share
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs
Approximate Dollar
Value of Shares That May
Yet Be Purchased Under
the Plans or Programs
October 1, 2024 - October 31, 2024
—
$
—
—
$
70,951,742
November 1, 2024 - November 30, 2024
—
—
—
70,951,742
December 1, 2024 - December 31, 2024
—
—
—
70,951,742
Total
—
—
$
70,951,742
Recent Sales of Unregistered Securities
None.
Item 6. [RESERVED]
$0
$50
$100
$150
$200
$250
12/31/19
12/31/20
12/31/21
12/31/22
12/31/23
12/31/24
Marcus & Millichap, Inc.
S&P 500 Index
Peer Group

30
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion of our financial condition and results of operations should be read in conjunction with our
audited consolidated financial statements and the accompanying notes thereto included elsewhere herein. The following
discussion contains, in addition to historical information, forward-looking statements that include risks and uncertainties.
Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain
factors, including those factors set forth under Item 1A – “Risk Factors” and Item 7 – “Management’s Discussion and
Analysis of Financial Condition and Results of Operations – Overview – Factors Affecting Our Business” of this Annual
Report on Form 10-K.
Overview
Our Business
We are a leading national real estate services firm specializing in commercial real estate investment sales, financing
services, research, and advisory services. We have been the top commercial real estate investment broker in the United
States based on the number of investment transactions for more than 15 years. As of December 31, 2024, we had 1,712
investment sales and financing professionals that are primarily exclusive independent contractors operating in more than 80
offices, who provide real estate brokerage and financing services to sellers and buyers of commercial real estate assets.
During the year ended December 31, 2024, we closed 7,836 investment sales, financing and other transactions with total
sales volume of approximately $49.6 billion. During the year ended December 31, 2023, we closed 7,546 investment sales,
financing and other transactions with total sales volume of approximately $43.6 billion.
We generate revenue by collecting real estate brokerage commissions upon the sale, and financing fees upon the
financing of commercial properties, by providing equity advisory services and loan sales, loan guarantees and providing
consulting and advisory services. Real estate brokerage commissions are typically based upon the value of the property and
financing fees are typically based upon the size of the loan. During the year ended December 31, 2024, approximately 85%
of our revenue was generated from real estate brokerage commissions, 12% from financing fees and 3% from other
revenue, including consulting and advisory services.
Acquisitions
We continue to pursue opportunities to increase our market presence through the execution of our growth strategies
by targeting markets based on population, employment, level of commercial real estate sales, inventory and competitive
opportunities where we believe the markets will benefit from our commercial real estate investment sales, financing,
research, and advisory services.
Factors Affecting Our Business
Our business and our operating results, financial condition and liquidity are significantly affected by the number and
size of commercial real estate investment sales and financing transactions that we close in any period. The number and size
of these transactions are affected by our ability to recruit and retain investment sales and financing professionals, identify
and contract properties for sale, and identify those that need financing and refinancing. We principally monitor the
commercial real estate market through four factors, which generally drive our business. The factors are the economy,
commercial real estate supply and demand, capital markets, and investor sentiment and investment activity.
The Economy
Our business is dependent on economic conditions within the markets in which we operate. Changes in the economy
on a global, national, regional, or local basis can have a positive or negative impact on our business. Economic indicators
and projections related to job growth, unemployment, interest rates, retail spending and consumer confidence trends can
have a positive or negative impact on our business. Overall market conditions, including global trade, interest rate changes,
inflation, job creation, and global events can affect investor sentiment and, ultimately, the demand for our services from
investors in real estate.
The economic landscape entering 2025 may change significantly due to the U.S. presidential and congressional
elections in 2024 resulting in Republican control of both houses of Congress and the executive branch of government.
Dramatic policy changes have the potential to reshape both growth and inflation outlooks, in turn spurring increased

31
uncertainty. Following the two 25 basis point rate reductions by the Federal Reserve in November and December 2024, it
appears further rate cuts will be placed on hold pending additional clarity on federal tax, budget, immigration, trade,
deregulation and domestic policies.
Positive readings of key fourth quarter metrics including the addition of more than 500,000 jobs, low unemployment,
positive retail sales, rising small business optimism, increasing consumer sentiment and a variety of other metrics suggest
economic durability, but the federal policy decisions could alter the trajectory of the economy. Policies such as the
introduction of broad-based trade tariffs, tighter immigration control and reduced taxes could put upward pressure on
inflation, keeping interest rates elevated. Nonetheless, positive fourth quarter economic momentum supported increased
household formation, in turn supporting strong demand for rental housing. Likewise, sturdy consumption bolstered demand
for both retail and industrial space. Office space demand also gained ground as more employees worked from the office
more frequently, whether by choice or by corporate mandate. The strengthened housing and commercial real estate space
demand trends, together with a generally positive economic outlook and the prospect of accretive commercial real estate
tax policies have the potential to drive increased investor activity, particularly if uncertainty abates and interest rates are
reduced.
Commercial Real Estate Supply and Demand
Our business is dependent on the willingness of investors to invest in or sell commercial real estate, which is affected
by many factors beyond our control. These factors include the supply of commercial real estate, coupled with user demand
for these properties, and the performance of real estate assets, when compared with other investment alternatives, such as
stocks and bonds.
All four major property types saw positive space demand in the fourth quarter of 2024 and in the year ended
December 31, 2024. Over 200,000 net apartment units were filled in the fourth quarter, taking the annual total apartment
unit demand above 660,000, the second strongest annual total in the 32 years on record. The demand modestly outpaced
the record 590,000 apartment completions delivered in 2024 to reduce vacancy by 60 basis points to 5.2%. Robust
apartment demand outpaced expectations and bolstered multifamily investor confidence.
The industrial vacancy rate increased in the fourth quarter of 2024 as still-elevated construction exceeded space
demand. For the year, the industrial vacancy rate rose by 130 basis points to 6.9% as tempered space needs met the still-
robust construction pipeline. Industrial completions are expected to fall by 40% in 2025 to 210 million square feet, the
slowest construction pace since 2014. Although many retailers increased their inventories ahead of anticipated tariffs,
warehouse industrial space needs have tapered significantly over the last two years. Retail vacancy rates have remained
range-bound in the mid-4% range, near a record-low. Space absorption has been tempered by limited space availability and
nominal construction levels. The limited availability of retail space is placing upward pressure on lease rates, but the pace
of increases is restrained by extended pre-negotiated lease renewals. Office vacancy rates decreased an additional 20 basis
points in the fourth quarter to 16.7% on positive absorption of 29 million square feet. For the year, total net office
absorption approached 55 million square feet, the strongest annual office space demand since 2019. Although office space
demand momentum appears to have shifted, office performance remains challenged by vacancy rates that are still near a
record high.
We expect the generally positive commercial real estate space demand will align with an anticipated falloff in
commercial real estate construction this year. New industrial and multifamily completions are trending lower entering
2025, but the reduction in construction activity may be accelerated by the diversion of workers and construction materials
to areas impacted by severe natural disasters. In addition, tariff-driven construction material cost increases and reduced
construction labor availability could impact commercial real estate deliveries. The combination of strengthening space
demand and reduced construction suggests key commercial real estate fundamentals could improve steadily in the coming
year, supporting investment activity.
Capital Markets
Credit and liquidity issues in the financial markets have a direct impact on the flow of capital to the commercial real
estate market. Real estate purchases are often financed with debt, and as a result, credit and liquidity impact transaction
activity and prices. Movements of interest rates in one direction, whether increasing or decreasing, could adversely or
positively affect the operations and income potential of commercial real estate properties, as well as lender and equity
underwriting for real estate investments. These changes directly influence investor demand for commercial real estate
investments and what they are willing to pay. Furthermore, the use of debt or loan-to-value ratios can shift along with

32
lender confidence and underwriting standards. At times of heightened uncertainty or liquidity issues, loan-to-values
decline, requiring buyers to provide more equity and take more risk to close deals.
The capital markets have been at the heart of the commercial real estate transaction slowdown over the last two years.
The combination of sustained higher interest rates with tighter lender underwriting, reduced loan-to-value standards and a
broad-based reduction in the volume of available debt capital have restrained market liquidity. This has forced investors to
recalibrate their underwriting. This widened the buyer/seller expectation gap and reduced trading throughout 2023 and
2024.
The 100-basis point rate reduction by the Federal Reserve in the latter part of 2024 initially improved investor
sentiment, but the increase of the 10-year treasury rate following the rate cut negatively impacted borrowing rates.
However, lending liquidity is gradually improving, and the competition to lend capital is rising, which is causing lenders to
reduce their spreads over the underlying rates, in turn putting modest downward pressure on borrowing rates. At the same
time, the slowing pace of new supply additions in conjunction with strengthening space demand suggests that asset
performance could improve over the coming years. The prospect of falling vacancy rates and increasing rent growth have
begun to encourage investors to recalibrate their underwriting on acquisition targets, helping to bridge the buyer/seller
expectation gap. Despite still-high interest rates, improving fundamentals may be sufficient to offset the elevated cost of
debt capital to bolster transactional velocity in the coming year if public policy remains accretive to household formation
and rising sentiment levels.
Investor Sentiment and Investment Activity
We facilitate investors buying, selling, and financing properties in order to generate commissions. Investors’ desires
and need to engage in real estate transactions are dependent on many factors that are beyond our control. The economy,
supply and demand for properly positioned properties, available credit and market events impact investor sentiment and,
therefore, transaction velocity. In addition, our private clients, who make up the largest source of revenue, are often
motivated to buy, sell and/or refinance properties due to personal circumstances, such as death, divorce, partnership
breakups and estate planning.
The commercial real estate sector experienced a modest upturn of sales activity in the fourth quarter of 2024 as
investors capitalized on the short window of sub-4% 10-year treasury rates. While the 10-year treasury has returned to mid-
4% range, the combination of improving fundamentals and the need for investors to place capital and reposition their
portfolios may continue to support positive momentum. Investor sentiment rose in the fourth quarter as evidenced by the
rise of small business optimism and consumer sentiment, suggesting that investor caution is beginning to abate. However,
elevated uncertainty spawned by the rapidly evolving cadre of federal policies that could change has the potential to
counterbalance investor enthusiasm.
Several metrics including increased exclusive inventory being brought to market and a rising number of property
tours in several markets and property types, suggest investor activity may rise in 2025. Nonetheless, a variety of factors
including the economy, interest rates, financial market trends, geopolitical and commercial real estate pricing clarity could
suppress activity in 2025. Should the Federal Reserve continue to reduce rates, it would support positive momentum, but a
full market recovery will take additional time. Lenders are becoming more assertive with borrowers, and though loan
extensions and modification remain common, incidents of forced refinancing and distressed sales are becoming more
frequent. Office properties, particularly those in the urban core, continue to face the greatest uncertainty and the greatest
challenges in acquiring debt financing. Apartment financing, underpinned by Fannie Mae and Freddie Mac, has generally
been the most attainable, with typically lower interest rates than other property types. Defensive assets, such as single-
tenant net lease properties backed by high-credit tenants, and medical office assets continue to receive buyer interest, but
sales of these types of properties have also fallen as the flow of 1031 exchange capital coming from other property types
has diminished. Ultimately, the market velocity will be dictated by a combination of the economic outlook, geopolitical
forces, Federal Reserve action, interest rates and the narrowing of the buyer/seller expectation gap. If interest rates trend
lower, we believe commercial real estate investment activity could gain additional momentum.
Seasonality
Our real estate brokerage commissions and financing fees have tended to be seasonal and, combined with other
factors, can affect an investor’s ability to compare our financial condition and results of operations on a quarter-by-quarter
basis. Historically, this seasonality has generally caused our revenue, operating income, net income, and cash flows from
operating activities to be lower in the first half of the year and higher in the second half of the year, particularly in the

33
fourth quarter. The concentration of earnings and cash flows in the last six months of the year, particularly in the fourth
quarter, is due to an industry-wide focus of clients to complete transactions towards the end of the calendar year. This
historical trend can be disrupted both positively and negatively by major economic events, political events, natural
disasters, or public health crises, which may impact, among other things, investor sentiment for a particular property type
or location, volatility in financial markets, current and future projections of interest rates, attractiveness of other asset
classes, market liquidity, and the extent of limitations or availability of capital allocations for larger property buyers,
among others. Private client investors may accelerate or delay transactions due to personal or business-related reasons
unrelated to economic events. In addition, our operating margins are typically lower during the second half of each year
due to our commission structure for some of our senior investment sales and financing professionals. These senior
investment sales and financing professionals are on a graduated commission schedule that resets annually, pursuant to
which higher commissions are paid for higher sales volumes. During 2024, seasonal fluctuations were disrupted by
changes in overall market conditions and interest rates, and going forward our historical pattern of seasonality may or may
not continue to the same degree experienced in prior years.
Key Financial Measures and Indicators
Revenue
Our revenue is primarily generated from our real estate investment sales business. In addition to real estate brokerage
commissions, we generate revenue from financing fees and from other revenue, which are primarily comprised of
consulting and advisory fees.
Because our business is transaction oriented, we rely on investment sales and financing professionals to continually
develop leads, identify properties to sell and finance, market those properties and close the sale or financing in a timely
manner to generate a consistent flow of revenue. While our sales volume is impacted by seasonality factors, the timing of
closings is also dependent on many market and personal factors unique to a particular client or transaction, particularly
clients transacting in the $1 million to $10 million private client market. These factors can cause transactions to be
accelerated or delayed beyond our control. Further, commission rates earned are generally inversely related to the value of
the property sold or financed. As we have expanded our business into the middle and larger transaction markets, we have
seen our overall commission rates fluctuate from period-to-period as a result of changes in the relative mix of the number
and volume of investment sales transactions closed in the middle and larger transaction markets as compared to the $1
million to $10 million private client market. These factors may result in period-to-period variations in our revenue that
differ from historical patterns.
A small percentage of our transactions include retainer fees and/or breakage fees. Retainer fees are credited against a
success-based fee paid upon the closing of a transaction or a breakage fee. Transactions that are terminated before
completion will sometimes generate breakage fees, which are usually calculated as a set amount or a percentage of the fee
we would have received had the transaction closed.
Real Estate Brokerage Commissions
We earn real estate brokerage commissions by acting as a broker for commercial real estate owners seeking to sell or
investors seeking to buy properties. Revenue from real estate brokerage commissions is recognized at the close of escrow.
Financing Fees
We earn financing fees by securing financing on purchase transactions or by securing refinancing of our clients’
existing mortgage debt. We recognize financing fee revenue at the time the loan closes, and we have no remaining
significant obligations in connection with the transaction.
To a lesser extent, we also earn fees on loan performance, equity advisory services, loan sales, loan guarantees and
ancillary services associated with financing activities. We recognize guarantee fees over the term of the guarantee and other
fees when we have no further obligations, generally upon the closing of the transaction. We no longer hold any mortgage
servicing rights ("MSRs"), but prior to the third quarter of 2022, we recognized mortgage servicing revenue upon the
acquisition of a servicing obligation. We generated mortgage servicing fees through the provision of collection, remittance,
recordkeeping, reporting, and other related mortgage servicing functions, activities, and services.

34
Other Revenue
Other revenue includes fees generated from consulting and advisory services, leasing, as well as referral fees from
other real estate brokers, and are recognized when services are provided, upon closing of the transaction or when we have
no further obligations.
Operating Expenses
Our operating expenses consist of cost of services, selling, general and administrative expenses and depreciation and
amortization. The significant components of our expenses are further described below.
Cost of Services
The majority of our cost of services expense is variable commissions paid to our investment sales and financing
professionals and compensation-related costs related to our financing activities. Commission expenses are directly
attributable to providing services to our clients for investment sales and financing services. Most of our investment sales
and financing professionals are independent contractors and are paid commissions; however, because there are some who
are employees and initially paid a salary, costs of services also include employee-related compensation, employer taxes and
benefits for those employees. The commission rates we pay to our investment sales and financing professionals vary based
on individual contracts negotiated and are generally higher for the more experienced professionals. Some of our most
senior investment sales and financing professionals can also earn additional commissions after meeting certain annual
financial thresholds. These additional commissions are recognized as cost of services in the period in which they are
earned. Payment of a portion of these additional commissions are generally deferred for a period of three years, at our
election, and paid at the end of the third calendar year. Cost of services also includes referral fees paid to other real estate
brokers where we are the principal service provider. Cost of services, therefore, can vary based on the commission
structure of the investment sales and financing professionals that closed transactions in any particular period.
Selling, General and Administrative Expenses
The largest expense component within selling, general and administrative expenses is compensation for our
management team and sales and support staff, as well as business development, marketing, and expensing of forgivable
loans provided to our investment sales and financing professionals over the contractual term of the loan. In addition, these
costs include facility costs (excluding depreciation and amortization), sales and events, licenses and subscriptions, legal,
information technology, telecommunications, changes in fair value for contingent and deferred consideration and other
administrative expenses. Also included in selling, general and administrative are expenses for stock-based compensation.
Depreciation and Amortization Expense
Depreciation expense consists of depreciation recorded on our computer software and hardware equipment, as well as
our furniture, fixtures and equipment. Depreciation is recognized over estimated useful lives ranging from three to seven
years for assets. Amortization expense consists of amortization recorded on intangible assets amortized on a straight-line
basis using a useful life between one and seven years.
Other Income, Net
Other income, net primarily consists of interest income, realized gains and losses on our marketable debt securities,
available-for-sale, net gains or losses on our deferred compensation plan assets, foreign currency gains and losses and other
non-operating income and expenses.
Interest Expense
Interest expense primarily consists of interest expense associated with the stock appreciation rights (“SARs”) liability,
and our credit agreement.
(Benefit) Provision for Income Taxes
We are subject to U.S. and Canadian federal taxes and individual state and local taxes based on the income generated
in the jurisdictions in which we operate. Our effective tax rate fluctuates as a result of (i) changes in our annual effective
tax rate applied to current pre-tax income (loss), (ii) the change in the mix of our activities in the jurisdictions in which we

35
operate due to differing tax rates in those jurisdictions and (iii) the impact of permanent items, including compensation
charges, qualified transportation fringe benefits, uncertain tax positions, meals and entertainment and tax-exempt deferred
compensation plan assets. Our (benefit) provision for income taxes includes the windfall tax benefits and shortfall
expenses, net, from shares issued in connection with our Amended Plan and Amended ESPP.
We record deferred taxes, net based on the tax rate expected to be in effect at the time those items are expected to be
recognized for tax purposes.
Results of Operations
The following is a discussion of our results of operations for the years ended December 31, 2024 and 2023. The
tables included in the period comparisons below provide summaries of our results of operations. The period-to-period
comparisons of financial results are not necessarily indicative of future results.
Key Operating Metrics
We regularly review a number of key metrics to evaluate our business, measure our performance, identify trends
affecting our business, formulate financial projections and make strategic decisions. We also believe these metrics are
relevant to investors’ and others’ assessment of our financial condition and results of operations. During the years ended
December 31, 2024, 2023, and 2022, we closed more than 7,800, 7,500 and 12,200 investment sales, financing and other
transactions, respectively, with total sales volume of approximately $49.6 billion, $43.6 billion and $86.3 billion,
respectively. Such key metrics for real estate brokerage and financing activities (excluding other transactions) are as
follows:
Years Ended December 31,
Real Estate Brokerage
2024
2023
2022
Average Number of Investment Sales Professionals
1,610
1,744
1,817
Average Number of Transactions per Investment Sales Professional
3.38
3.14
5.01
Average Commission per Transaction
$ 108,261
$ 102,238
$ 128,450
Average Commission Rate
1.75 %
1.82 %
1.72 %
Average Transaction Size (in thousands)
$
6,174
$
5,630
$
7,473
Total Number of Transactions
5,447
5,475
9,111
Total Sales Volume (in millions)
$
33,630
$
30,823
$
68,088
Years Ended December 31,
Financing (1)
2024
2023
2022
Average Number of Financing Professionals
101
96
86
Average Number of Transactions per Financing Professional
12.37
11.21
24.92
Average Fee per Transaction
$
52,955
$
50,677
$
44,546
Average Fee Rate
0.73 %
0.81 %
0.74 %
Average Transaction Size (in thousands)
$
7,283
$
6,254
$
5,984
Total Number of Transactions
1,249
1,076
2,143
Total Financing Volume (in millions)
$
9,096
$
6,729
$
12,823
(1)
Operating metrics exclude certain financing fees not directly associated to transactions.

36
The following table sets forth the number of transactions, sales volume and revenue by commercial real estate market
for real estate brokerage:
Years Ended December 31,
2024
2023
Change
Real Estate Brokerage
Number
Volume
Revenue
Number
Volume
Revenue
Number
Volume
Revenue
(in millions)
(in thousands)
(in millions)
(in thousands)
(in millions)
(in thousands)
<$1 million
819
$
446
$
21,034
809
$
483
$
20,894
10
$
(37) $
140
Private Client Market
($1 – <$10 million)
3,967
12,802
365,837
4,097
13,616
372,979
(130)
(814)
(7,142)
Middle Market
($10 – <$20 million)
344
4,764
84,186
303
4,117
73,007
41
647
11,179
Larger Transaction
Market (≥$20 million)
317
15,618
118,638
266
12,607
92,872
51
3,011
25,766
5,447
$
33,630
$
589,695
5,475
$
30,823
$
559,752
(28)
$
2,807
$
29,943
Comparison of Years Ended December 31, 2024 and 2023
Below are key operating results for the year ended December 31, 2024 compared to the results for the year ended
December 31, 2023 (dollars in thousands):
Year Ended
December 31
2024,
Percentage
of
Revenue
Year Ended
December 31
2023,
Percentage
of
Revenue
Change
Dollars
Percentage
Revenue:
Real estate brokerage commissions
$
589,695
84.7 % $
559,752
86.6 % $
29,943
5.3 %
Financing fees
84,512
12.1
66,898
10.4
17,614
26.3 %
Other revenue
21,853
3.2
19,277
3.0
2,576
13.4 %
Total revenue
696,060
100
645,927
100
50,133
7.8 %
Operating expenses:
Cost of services
431,471
62.0
406,645
63.0
24,826
6.1 %
Selling, general and administrative
280,909
40.3
285,023
44.1
(4,114)
(1.4)%
Depreciation and amortization
16,589
2.4
13,627
2.1
2,962
21.7 %
Total operating expenses
728,969
104.7
705,295
109.2
23,674
3.4 %
Operating (loss) income
(32,909)
(4.7)
(59,368)
(9.2)
26,459
(44.6)%
Other income, net
20,693
2.9
19,855
3.0
838
4.2 %
Interest expense
(812)
(0.1)
(888)
(0.1)
76
(8.6)%
Loss before benefit for income taxes
(13,028)
(1.9)
(40,401)
(6.3)
27,373
(67.8)%
Benefit for income taxes
(666)
(0.1)
(6,366)
(1.0)
5,700
(89.5)%
Net loss
$
(12,362)
(1.8)% $
(34,035)
(5.3)% $
21,673
(63.7)%
Adjusted EBITDA (1)
$
9,372
1.3 % $
(19,630)
(3.0)% $
29,002
147.7 %
(1)
Adjusted EBITDA is not a measurement of our financial performance under U.S. GAAP and should not be
considered as an alternative to net income, operating income or any other measures derived in accordance with U.S.
GAAP. For a definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net (loss) income, which is
the most directly comparable U.S. GAAP financial measure, see “Non-GAAP Financial Measure” below.
Revenue
Our total revenue was $696.1 million in 2024 compared to $645.9 million in 2023, an increase of $50.1 million, or
7.8%. Total revenue primarily increased as a result of increases in real estate brokerage commissions and financing fees, as
described below. See "Factors Affecting Our Business" section for additional market information.
Real estate brokerage commissions. Revenue from real estate brokerage commissions increased to $589.7 million in
2024 from $559.8 million in 2023, an increase of $29.9 million, or 5.3%. The increase was primarily the result of a 9.1%
increase in total sales volume, partially offset by a seven basis point decrease in the average commission rate earned,

37
caused by the shift in the proportion of transactions to the Middle Market and Larger Transaction Market from the Private
Client Market, as Middle Market and Larger Transaction Markets typically earn lower commission rates. The combined
Middle Market and Larger Transaction Market revenue increased by 22.3%, while Private Client Market revenue decreased
by 1.9%.
Financing fees. Revenue from financing fees increased to $84.5 million in 2024 from $66.9 million in 2023, an
increase of $17.6 million, or 26.3%. The increase was a result of a 35.2% increase in the total financing volume, partially
offset by a decrease of eight basis points in the average fee rate earned compared to 2023.
Other revenue. Other revenue increased to $21.9 million in 2024 from $19.3 million in 2023, an increase of $2.6
million, or 13.4%. The increase was primarily driven by increases in leasing fees during 2024 compared to 2023.
Total Operating Expenses
Our total operating expenses were $729.0 million in 2024 compared to $705.3 million in 2023, an increase of $23.7
million, or 3.4%. Cost of services increased by $24.8 million and selling, general, and administrative expenses decreased
by $4.1 million, as described below.
Cost of services. Cost of services are variable commissions paid to our investment sales professionals and
compensation-related costs in connection with our financing activities. Cost of services increased to $431.5 million in 2024
from $406.6 million in 2023, an increase of $24.8 million, or 6.1%. The increase was primarily due to increased
commission expenses driven by the related increased revenue discussed above. Cost of services as a percentage of total
revenue decreased by 100 basis points to 62.0% compared to 2023 primarily due to our senior investment sales and
financing professionals earning a lower amount of commissions.
Selling, general, and administrative expense. Selling, general and administrative expense decreased to $280.9 million
in 2024 from $285.0 million in 2023, a decrease of $4.1 million or 1.4%. The decrease was primarily due to a reduction in
marketing support costs, partially offset by an increase in compensation-related costs. As a percentage of revenue, selling,
general and administrative expense decreased due to the fixed nature of certain of these expenses.
Depreciation and amortization expense. Depreciation and amortization expense increased to $16.6 million in 2024
from $13.6 million in 2023, an increase of $3.0 million, or 21.7%. The increase primarily relates to accelerated
amortization and impairment of certain intangible assets resulting from changes in estimates.
Other Income, Net
Other income, net increased to $20.7 million in 2024 from $19.9 million in 2023. The $0.8 million increase was
primarily driven by an increase in interest income as a result of rebalancing the Company's investments to take advantage
of higher yields.
Interest Expense
Interest expense increased by an immaterial amount in 2024 compared to 2023, and primarily relates to interest
expense on our SARs liability.
(Benefit) Provision for Income Taxes
The benefit for income taxes was $0.7 million in 2024, compared to a benefit for income taxes of $6.4 million in
2023. The effective income tax rate for 2024 was 5.1% compared to 15.8% for 2023. The majority of the reduction in the
effective tax rate is related to permanent and other items and stock based compensation expense as presented in Note 12 -
"Income Taxes" of our accompanying Notes to Consolidated Financial Statements.
Comparison of Years Ended December 31, 2023 and 2022
A discussion regarding our results of operations for the year ended December 31, 2023 compared to the results for
the year ended December 31, 2022 can be found under Item 7 – “Management’s Discussion and Analysis of Financial
Condition and Results of Operations – Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2023, filed with the SEC on February 27, 2024, which is available on the SEC’s website at www.sec.gov.

38
Non-GAAP Financial Measure
In this Annual Report on Form 10-K, we include a non-GAAP financial measure, Adjusted EBITDA. We define
Adjusted EBITDA as net (loss) income before (i) interest income and other, including net realized gains (losses) on
marketable debt securities, available-for-sale and cash, cash equivalents, and restricted cash, (ii) interest expense, (iii)
(benefit) provision for income taxes, (iv) depreciation and amortization, and (v) stock-based compensation. We use
Adjusted EBITDA in our business operations to evaluate the performance of our business, develop budgets and measure
our performance against those budgets, among other things. We also believe that analysts and investors use Adjusted
EBITDA as a supplemental measure to evaluate our overall operating performance. However, Adjusted EBITDA has
material limitations as a supplemental metric and should not be considered in isolation, or as a substitute for analysis of our
results as reported under U.S. GAAP. We find Adjusted EBITDA to be a useful management metric to assist in evaluating
performance, because Adjusted EBITDA eliminates items related to capital structure, taxes and non-cash items. In light of
the foregoing limitations, we do not rely solely on Adjusted EBITDA as a performance measure and also consider our U.S.
GAAP results. Adjusted EBITDA is not a measurement of our financial performance under U.S. GAAP and should not be
considered as an alternative to net (loss) income, operating (loss) income or any other measures calculated in accordance
with U.S. GAAP. Because Adjusted EBITDA is not calculated in the same manner by all companies, it may not be
comparable to other similarly titled measures used by other companies. A reconciliation of the most directly comparable
U.S. GAAP financial measure, net income, to Adjusted EBITDA is as follows (in thousands):
Years Ended December 31,
2024
2023
2022
Net (loss) income
$
(12,362) $
(34,035) $
104,225
Adjustments:
Interest income and other (1)
(18,793)
(17,890)
(7,951)
Interest expense
812
888
708
(Benefit) provision for income taxes
(666)
(6,366)
37,804
Depreciation and amortization
16,589
13,627
13,406
Stock-based compensation
23,792
24,146
17,312
Adjusted EBITDA
$
9,372
$
(19,630) $
165,504
(1)
Other includes net realized gains (losses) on marketable debt securities, available-for-sale.
Liquidity and Capital Resources
Our primary sources of liquidity are cash and cash equivalents, cash flows from operations, marketable debt
securities, available-for-sale and, if necessary, borrowings under the Credit Agreement (as defined herein). We have
invested a portion of our cash in money market funds and fixed and variable income debt securities, in accordance with our
investment policy approved by the Board of Directors. Certain of our investments in money market funds may not maintain
a stable net asset value and may impose a discretionary liquidity fee. To date, we have not experienced any restrictions on
our ability to redeem funds from money market funds. Although we have historically funded our operations through
operating cash flows, there can be no assurance that we can continue to meet our cash requirements entirely through our
operations, cash and cash equivalents, proceeds from the sale of marketable debt securities, available-for-sale or
availability under the Credit Agreement.

39
Cash Flows
Our total cash, cash equivalents, and restricted cash balance decreased by $17.3 million to $153.4 million at
December 31, 2024, compared to $170.8 million at December 31, 2023. The following table sets forth our summary cash
flows for the years ended December 31, 2024, 2023, and 2022 (in thousands):
Years Ended December 31,
2024
2023
2022
Net cash provided by (used in) operating activities
$
21,714
$
(72,430) $
13,629
Net cash (used in) provided by investing activities
(9,902)
74,867
(53,975)
Net cash used in financing activities
(28,755)
(67,679)
(105,555)
Effect of currency exchange rate changes on cash, cash equivalents, and
restricted cash
(365)
122
(366)
Net decrease in cash, cash equivalents, and restricted cash
(17,308)
(65,120)
(146,267)
Cash, cash equivalents, and restricted cash at beginning of period
170,753
235,873
382,140
Cash, cash equivalents, and restricted cash at end of period
$
153,445
$
170,753
$
235,873
Operating Activities
Cash flows provided by operating activities were $21.7 million in 2024 compared to cash flows used in operating
activities of $72.4 million in 2023. The $94.1 million increase in cash flows from operating activities in 2024 compared to
2023 was primarily due to (a) a reduction in net losses, as discussed above, (b) a reduction in bonus payments as the 2023
payment for bonuses related to amounts accrued in 2022 based in part on 2022 profits and (c) a reduction in payments in
deferred compensation and commissions. The cash flows from operating activities were also affected by the timing of
certain cash receipts and payments.
Investing Activities
Cash flows used in investing activities were $9.9 million in 2024 compared to cash flows provided by investing
activities of $74.9 million in 2023. The $84.8 million decrease in cash from investing activities in 2024 compared to 2023
was primarily due to a decrease in net proceeds of $86.3 million from sales, purchases, and maturities of securities in 2024
compared to the same period in 2023.
Financing Activities
Cash flows used in financing activities were $28.8 million in 2024 compared to $67.7 million in 2023. The decrease
of $38.9 million in cash flows used in financing activities in 2024 compared to 2023 was primarily due to a decrease of
$38.7 million in stock repurchases.
Liquidity
We believe that our existing balances of cash and cash equivalents, cash flows expected to be generated from our
operations, and proceeds from the sale of marketable debt securities, available-for-sale will be sufficient to satisfy our
operating requirements for at least the next 12 months and beyond. If we need to raise additional capital through public or
private debt or equity financings, strategic relationships or other arrangements, this capital might not be available to us in a
timely manner, on acceptable terms, or at all. Our failure to raise sufficient capital when needed could prevent us from
funding acquisitions or otherwise financing our growth or operations. As of December 31, 2024, cash, cash equivalents,
and restricted cash and marketable debt securities, available-for-sale, aggregated $394.2 million, which includes $10.7
million in restricted cash.
Credit Agreement
We have a credit agreement with Wells Fargo Bank, National Association (as amended, the “Credit Agreement”)
which provides for a $10 million principal amount senior secured revolving credit facility that is guaranteed by all of our
domestic subsidiaries and matures on June 1, 2025. As of December 31, 2024, there were no amounts outstanding under
the Credit Agreement. We monitor covenant compliance on a regular basis to ensure continued compliance with the Credit
Agreement. Our ability to borrow under the Credit Agreement is limited by our ability to comply with its covenants or

40
obtain necessary waivers. See Note 16 – “Commitments and Contingencies” of our accompanying Notes to Consolidated
Financial Statements for additional information on the Credit Agreement.
Off Balance Sheet Arrangements
The Company, in connection with the Strategic Alliance with M&T Realty Capital Corporation (“MTRCC”), has
agreed to provide loan opportunities that may be funded through MTRCC’s agreement with Fannie Mae, which requires
MTRCC to guarantee a portion of each funded loan. On a loan-by-loan basis, the Company, at its option, can assume a
portion of MTRCC’s guarantee obligation to Fannie Mae of loan opportunities presented to and closed by MTRCC. As of
December 31, 2024, the Company has agreed to a maximum aggregate guarantee obligation of $296.3 million relating to
loans with an unpaid balance of $1,831.8 million. The maximum guarantee obligation is not representative of the actual
loss we would incur. The Company would be liable for this amount only if all of the loans for which it is providing a
guarantee to MTRCC were to default and all of the collateral underlying these loans was determined to be without value at
the time of settlement, and the Company has recorded an allowance for losses of $174,000 as of December 31, 2024 related
to these guarantee obligations. The Company is required to provide cash collateral to MTRCC for this obligation and this is
reflected as $0.7 million of restricted cash as of December 31, 2024, which is included in cash, cash equivalents, and
restricted cash on the consolidated balance sheet.
Material Cash Requirements
The following table summarizes current and long-term material cash requirements as of December 31, 2024, which
we expect to fund primarily with operating cash flows (in thousands):
Total
Less than
1 Year
1-3
Years
3-5
Years
More
Than 5
Years
Other (7)
Operating lease liabilities, including
imputed interest (1)
$
96,645
$
22,183
$
36,533
$
20,976
$
16,953
$
—
SARs liability (principal and interest) (2)
17,545
2,603
3,743
980
10,219
—
Deferred commissions payable (3)
40,110
24,502
12,554
1,931
1,123
—
Deferred compensation liability (4)
8,304
173
240
238
489
7,164
Contingent consideration (5)
4,731
4,614
117
—
—
—
Deferred consideration (5)
411
411
—
—
—
—
Other (6)
16,775
6,980
7,850
550
75
1,320
$ 184,521
$
61,466
$
61,037
$
24,675
$
28,859
$
8,484
(1)
See Note 4 – “Operating Leases” of our accompanying Notes to Consolidated Financial Statements.
(2)
Forecasted principal payments are based on each participant’s estimated retirement age and current contractual
interest rate of 5.95% as of January 1, 2024 and reflect required payments that resulted from the retirement of certain
executives. See Note 7 – “Selected Balance Sheet Data” of our accompanying Notes to Consolidated Financial
Statements.
(3)
Includes short-term and long-term deferred commissions payable (excludes commissions currently payable on
closed transactions). See Note 7 – “Selected Balance Sheet Data” of our accompanying Notes to Consolidated
Financial Statements.
(4)
Represents current estimated payouts for participants currently receiving payments based on their elections at the
time of deferral. We hold assets in a rabbi trust of $12.2 million to settle outstanding amounts when they become
due. Amounts assume no increase or decrease in the liability due to future returns or losses. See Note 7 – “Selected
Balance Sheet Data” of our accompanying Notes to the Consolidated Financial Statements.
(5)
Relates to contingent and deferred consideration in connection with our business acquisitions. See Note 6 –
“Acquisitions, Goodwill and Other Intangible Assets” and Note 9 – “Fair Value Measurements” of our
accompanying Notes to Consolidated Financial Statements.
(6)
Relates to amounts that may be advanced to sales and financing professionals. See Note 16 – “Commitments and
Contingencies” of our accompanying Notes to Consolidated Financial Statements.
(7)
Amounts in Other represent amounts where payments are dependent on future events, which may occur at any time
from less than 1 year to more than 5 years and relates to our deferred compensation liability and certain advances to
sales and financing professionals. Payments for deferred compensation liability are based on the participants’
elections at the time of deferral and may not begin before separation from service. The ultimate resolution depends

41
on many factors and assumptions. Certain amounts advanced to sales and financing professionals are contingent
upon reaching specified performance criteria. Accordingly, we are not able to reasonably estimate the timing of such
payments, if any.
Other than operating expenses, including those accrued and payable as December 31, 2024, cash requirements for
2025 are expected to consist primarily of capital expenditures for the future acquisitions, if any, payment of dividends, if
any, payments for stock repurchases, if any, and advances to our investment sales and financing professionals.
Inflation
Our commissions and other variable costs related to revenue are primarily affected by real estate market supply and
demand, which may be affected by uncertain or changing economic and market conditions, including inflation/deflation
arising in connection with and in response to various macroeconomic factors and impact of increased interest rates on the
broader economy.
The annual CPI inflation rate in the U.S. peaked at 9.1% in June 2022, the highest annual inflation rate since
November 1981. CPI inflation has since fallen to 2.9% as of December 2024. In 2022 through 2023, the Federal Reserve
increased the federal funds rate to the 5.25%-5.5% range in an effort to combat inflation, which had an adverse impact on
commercial real estate transactions. In the latter part of 2024, the Federal Reserve lowered the overnight rate by 100 basis
points to the 4.25%-4.5% range, which was a positive trend for investors, but the 10-year treasury has remained range-
bound in the mid- to upper-4% range keeping the cost of debt capital elevated.
Looking forward, the Federal Reserve has communicated a restrained interest rate outlook pending additional clarity
on federal fiscal, trade, tax, regulatory and domestic policies. Several of the policies in consideration such as tariffs and
more stringent immigration controls have the potential to be inflationary in nature, so future inflation risk may depend on
when and how assertively the proposed policies are implemented.
Critical Accounting Estimates
We prepare our financial statements in accordance with U.S. GAAP. In applying many of these accounting principles,
we make assumptions, estimates and/or judgments that affect the reported amounts of assets, liabilities, revenues and
expenses in our consolidated financial statements. We base our estimates and judgments on historical experience and other
assumptions that we believe are reasonable under the circumstances. These assumptions, estimates and/or judgments,
however, are often subjective and our actual results may change based on changing circumstances or changes in our
analyses. If actual amounts are ultimately different from our estimates, the revisions are included in our results of
operations for the period in which the actual amounts become known.
We believe that the critical accounting policies discussed below involve a greater degree of judgment or complexity
than our other accounting policies. Accordingly, these are the policies we believe are the most critical to aid in fully
understanding and evaluating our consolidated financial condition and results of operations. See the notes to our
consolidated financial statements for a summary of our significant accounting policies.
Income Taxes
We account for income taxes under the asset and liability method. We recognize deferred tax assets and liabilities for
the future tax consequences attributable to (i) differences between the financial statement carrying amounts of existing
assets and liabilities and their respective tax basis, and (ii) operating losses and tax credit carryforwards. We measure
existing deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which
we expect to have temporary differences realized or settled. We recognize in the provision for income taxes, the effect on
deferred tax assets and liabilities of a change in tax rates in the period that includes the enactment date. We periodically
evaluate deferred tax assets to assess whether it is likely that the deferred tax assets will be realized. In determining
whether a valuation allowance is required, we consider the timing of deferred tax reversals, estimates of future taxable
income, current year taxable income, and historical performance. Valuation allowances are provided against deferred tax
assets when it is more-likely-than-not that some portion or all of the deferred tax asset will not be realized. Our valuation
allowance is related principally to losses incurred in our Canadian operations. Future results of operations of the Canadian
business will impact valuation allowances in the future.

42
Due to the nature of our business, which includes activity in the U.S. and Canada, incorporating numerous states and
provinces as well as local jurisdictions, our tax position can be complex. As such, our effective tax rate is subject to
changes as a result of fluctuations in the mix of our activity in the various jurisdictions in which we operate including
changes in tax rates, state apportionment, tax related interest and penalties, valuation allowances and other permanent
items, including Sec. 162(m) and net windfalls and shortfalls related to stock-based compensation. Calculating some of the
amounts involves a high degree of judgment. Our state taxes, net of federal benefit, has ranged from 1.5% to 4.5% over the
past 3 years.
We evaluate our tax positions quarterly. The threshold for recognizing the benefits of tax return positions in the
financial statements is “more likely than not” to be sustained by the taxing authority and requires measurement of a tax
position meeting the more-likely-than-not criterion, based on the largest benefit that is more than 50% likely to be realized.
We assess our inventory of tax positions with respect to all applicable income tax issues for all open tax years (in each
respective jurisdiction) and determine whether uncertain tax positions are required to be recognized in our consolidated
financial statements.
The above factors create volatility in our effective tax rate from quarter to quarter and have caused our effective tax
rates to range from 5.1% to 26.6% over the past three years.
We recognize interest and penalties incurred as income tax expense. See Note 12 – “Income Taxes” of our
accompanying Notes to Consolidated Financial Statements for additional information.
Leases
Our leases consist of purpose built-out office space, which reverts to the lessor upon termination of the lease and
operating leases for autos. We determine if an arrangement is a lease at inception. Right-of-use assets (“ROU assets”)
represent our right to use an underlying asset for the lease term and lease liabilities represent our contractual obligation to
make lease payments under the lease. Operating leases are included in operating lease ROU assets, non-current, and
operating lease liabilities current and non-current captions in the consolidated balance sheets.
Operating lease ROU assets and liabilities are recognized on the commencement date based on the present value of
lease payments over the lease term. Lease agreements may contain periods of free rent or reduced rent, predetermined fixed
increases in the minimum rent and renewal or termination options, all of which add complexity and impact the
determination of the lease term and lease payments to be used in calculating the lease liability. Certain facility leases
provide for rental escalations related to increases in the lessors’ direct operating expenses. We use the implicit rate in the
lease when determinable. As most of our leases do not have a determinable implicit rate, determining the rate to be used in
our calculations is judgmental. We use an estimated incremental borrowing rate calculated on a spread over treasuries
based on our estimated credit rating for the indicated term of the lease based on the information available on the
commencement date of the lease. As a result, the incremental borrowing rate has and will continue to be impacted by
market interest rates. The weighted average incremental borrowing rate was 5.2% in 2024 and 4.7% in 2023. Any
payments for completed improvements, determined to be owed by the lessor, net of incentives received, are recorded as an
increase to the ROU asset and considered in the determination of the lease cost.
We have lease agreements with lease and non-lease components, which are accounted for as a single lease
component. Lease cost is recognized on a straight-line basis over the lease term. Variable lease payments consist of
common area costs, insurance, taxes, utilities, parking, and other lease related costs, which are determined principally
based on billings from landlords.
Investments in Marketable Debt Securities, Available-for-Sale
We maintain a portfolio of investments in a variety of fixed and variable rate debt securities, including U.S.
treasuries, U.S. government sponsored entities, corporate debt, asset-backed securities, and other. We consider our
investments in marketable debt securities to be available-for-sale, and accordingly, are recorded at their fair values. We
determine the appropriate classification of investments in marketable debt securities at the time of purchase. Interest along
with amortization of purchase premiums and accretion of discounts from the purchase date through the estimated maturity
date, including consideration of variable maturities and contractual call provisions, are included in other income, net in the
consolidated statements of operations. See Note 5 – “Investments in Marketable Debt Securities, Available-for-Sale” of our
accompanying Notes to Consolidated Financial Statements for additional information. We typically invest in highly rated
debt securities, and our investment policy generally limits the amount of credit exposure to any one issuer. The policy

43
requires substantially all investments to be investment grade, with the primary objective of minimizing the potential risk of
principal loss and matching long-term liabilities.
Unrealized losses on our marketable securities, available-for-sale, fluctuate based on changes in market interest rates
due the fixed interest rates of most of the securities. Unrealized losses aggregated $1.6 million and $2.6 million as of
December 31, 2024 and 2023, respectively. We review our investment portfolio quarterly for all securities in an unrealized
loss position to determine if an impairment charge or credit reserve is required. We exclude accrued interest from both the
fair value and the amortized cost basis of marketable debt securities, available-for-sale, for the purposes of identifying and
measuring an impairment. An investment is impaired if the fair value is less than its amortized cost basis. Impairment
relating to credit losses is recorded through a reduction in the amortized cost of the security or an allowance for credit
losses and credit loss expense (included in selling, general and administrative expense), limited by the amount that the fair
value is less than the amortized cost basis. Impairment that has not been recorded as a credit loss is recorded through other
comprehensive (loss) income, net of applicable taxes. We made an accounting policy election to not measure an allowance
for credit losses for accrued interest receivable. We evaluate write-off of accrued interest receivable by the major security-
type level at the time credit loss exists for the underlying security.
Determining whether a credit loss exists requires a high degree of judgment, and we consider both qualitative and
quantitative factors in making our determination. We evaluate our intent to sell, or whether we will more likely than not be
required to sell, the security before recovery of its amortized cost basis. For all securities in an unrealized loss position, we
evaluate, among other items, the extent and length of time the fair market value of a security is less than its amortized cost,
time to maturity, duration, seniority, the financial condition of the issuer including credit ratings, any changes thereto and
relative default rates and loss severity, leverage ratios, availability of liquidity to make principle and interest payments,
performance indicators of the underlying assets, analyst reports and recommendations, and changes in base and market
interest rates. If the qualitative and quantitative analysis is sufficient to conclude that an impairment related to credit losses
does not exist, we typically do not perform further quantitative analysis to estimate the present value of cash flows
expected to be collected from the debt security. Estimates of expected future cash flows are our best estimate based on past
events, current conditions, and reasonable and supportable economic forecasts. To date, we have not recorded any credit
losses or impairments on our portfolio of marketable securities, available for sale.
Contingent and Deferred Consideration
In connection with certain business acquisitions, the Company may enter into agreements to pay additional cash or
other consideration based on the achievement of certain performance measures and/or service and time requirements.
Contingent and deferred consideration in connection with the acquisition of a business is measured at fair value on the
acquisition date and remeasured at fair value each reporting period thereafter until the consideration is settled, with changes
in fair value recorded in selling, general and administrative expense in the consolidated statements of operations.
In its determination of fair value for contingent and deferred consideration, the Company uses judgment in
determining the probability of achieving contractual performance targets and the time frame in which the settlements will
occur. Further, judgment is used in determining the appropriate current and future interest rates to apply in each situation.
The Company estimated the probability of achievement of contractual performance targets was between 0% to 100% based
on each acquisition’s historical and estimated future performance and risk adjusted discount rates of between 4.8% to 6.1%,
which resulted in a recorded fair value for the contingent consideration of $4.7 million and $5.5 million as of December 31,
2024, and 2023, respectively. The Company estimated the fair value of the deferred consideration using a discounted cash
flow estimate using market rates, with the only remaining condition on such payments being the passage of time which
resulted in a recorded fair value of $0.4 million and $1.6 million as of December 31, 2024, and 2023, respectively. The
maximum undiscounted future settlements of contingent and deferred consideration was $12.0 million at December 31,
2024, and the Company is uncertain as to the extent of the volatility in the judgments and unobservable inputs will have on
the ultimate settlement of these amounts in the foreseeable future.
Recent Accounting Pronouncements
For information regarding recent accounting pronouncements, see Note 2 – “Accounting Policies and Recent
Accounting Pronouncements” of our accompanying Notes to Consolidated Financial Statements set forth in Item 8 of this
Annual Report on Form 10-K. We do not believe any of the other accounting pronouncements listed in that note will have a
significant impact on our business.

44
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
We maintain a portfolio of investments in a variety of fixed and variable debt rate securities, including U.S.
Treasuries, U.S. government sponsored entities, corporate debt, asset-backed securities and others. As of December 31,
2024, the fair value of investments in marketable debt securities, available-for-sale was $240.8 million. The primary
objective of our investment activity is to maintain the safety of principal and to provide for future liquidity requirements
while maximizing yields without significantly increasing risk. While some investments may be securities of companies in
foreign countries, all investments are denominated and payable in U.S. Dollars. We do not enter into investments for
trading or speculative purposes. While our intent is not to sell these investment securities prior to their stated maturities, we
may choose to sell any of the securities for strategic reasons including, but not limited to, anticipated capital requirements,
anticipation of credit deterioration, duration management, yield management and because a security no longer meets the
criteria of our investment policy. We do not use derivatives or similar instruments to manage our interest rate risk. We seek
to invest in high quality investments. The weighted average credit rating of our portfolio investments (exclusive of cash,
cash equivalents, and restricted cash) was A+ as of December 31, 2024. Maturities are maintained consistent with our
short-, medium- and long-term liquidity objectives.
Currently, our portfolio of investments predominantly consists of fixed interest rate debt securities; however, a
portion of our investment portfolio may consist of variable interest rate debt securities. Our investments in fixed interest
rate debt securities are subject to various market risks. Changes in prevailing interest rates may adversely or positively
impact their fair market value should interest rates generally rise or fall. Accordingly, we also may have interest rate risk
with variable interest rate debt securities as the income produced may decrease if interest rates fall. Contraction in market
liquidity may adversely affect the value of portions of our portfolio and affect our ability to sell securities in the time
frames required and at acceptable prices. Uncertainty in future market conditions may raise market participant’s
expectations of returns, thus impacting the value of securities in our portfolio as well. The following table sets forth the
impact on the fair value of our investments as of December 31, 2024 from changes in interest rates based on the weighted
average duration of the debt securities in our portfolio (in thousands):
Change in Interest Rates
Approximate
Change in
Fair Value of
Investments
Increase
(Decrease)
2% Decrease …..................
$
3,555
1% Decrease …..................
$
1,778
1% Increase …..................
$
(1,778)
2% Increase …..................
$
(3,555)
Due to the nature of our business and the manner in which we conduct our operations, we believe we do not face any
material interest rate risk with respect to other assets and liabilities, equity price risk or other market risks. The functional
currency of our Canadian operations is the Canadian dollar. We are exposed to foreign currency exchange rate risk for the
settlement of transactions of the Canadian operations as well as unrealized translation adjustments. Historically foreign
exchange rate risk has not been material.
Item 8. Financial Statements and Supplementary Data
See financial statements beginning at page F-1.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as
such term is defined in Exchange Act Rules 13a-15(f), including maintenance of (i) records that in reasonable detail
accurately and fairly reflect the transactions and dispositions of our assets, and (ii) policies and procedures that provide

45
reasonable assurance that (a) transactions are recorded as necessary to permit preparation of financial statements in
accordance with accounting principles generally accepted in the United States of America, (b) our receipts and
expenditures are being made only in accordance with authorizations of management and our Board of Directors, and (c) we
will prevent or timely detect unauthorized acquisition, use, or disposition of our assets that could have a material effect on
the financial statements.
Our management, with the supervision and participation of our chief executive officer (“CEO”) and chief financial
officer (“CFO”), has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a- 15(e)
and 15d- 15(e) under the Exchange Act), as of the end of the period covered by this Annual Report on Form 10-K, based on
the criteria established under the Internal Control Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission ("COSO") (2013 framework). Based on such evaluation, our management has
concluded that as of December 31, 2024, our disclosure controls and procedures are designed at a reasonable assurance
level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or
submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the
rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our
CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting,
as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.
Our system of internal control is designed to provide reasonable assurance regarding the reliability of financial
reporting and preparation of our financial statements for external reporting purposes in accordance with U.S. GAAP. Our
management, including our CEO and CFO, assessed the effectiveness of our internal control over financial reporting as of
December 31, 2024. In conducting its assessment, management used the criteria issued by COSO. Based on this
assessment, management concluded that, as of December 31, 2024, our internal control over financial reporting was
effective based on those criteria. The effectiveness of internal control over financial reporting as of December 31, 2024 has
been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is
included herein.
Management, including our CEO and CFO, does not expect that our disclosure controls and procedures, or our
internal control over financial reporting will prevent all error and fraud. A control system, no matter how well conceived
and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
Further, the design of a control system must reflect the fact that there are resource constraints and the benefit of controls
must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of
controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.
Changes in Internal Control over Financial Reporting
There have not been any changes in our internal control over financial reporting (as such term is defined in Rules
13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2024 that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting. We have not experienced
any significant impact to our internal controls over financial reporting despite the fact that a number of our employees and
independent contractors are still working remotely. The design of our processes and controls allow for remote execution
with accessibility to secure data. Given the current environment, we are continually monitoring and assessing the design
and operating effectiveness on our internal controls.
Inherent Limitations on Effectiveness of Controls
In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and
procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired
control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource
constraints and that management is required to apply judgment in evaluating the benefits of possible controls and
procedures relative to their costs. Internal control over financial reporting cannot provide absolute assurance of achieving
financial reporting objectives because of the inherent limitations of any system of internal control. Internal control over
financial reporting is a process that involves human diligence and compliance and is subject to lapses of judgment and
breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion

46
or improper overriding of controls. As a result of such limitations, there is risk that material misstatements may not be
prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are
known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce,
though not eliminate, this risk.
Item 9B. Other Information
Insider Adoption or Termination of Trading Arrangements
During the fiscal quarter ended December 31, 2024, none of our directors or officers informed us of the adoption or
termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined
in Regulation S-K, Item 408, except as described in the table below:
Name & Title
Date
Adopted
Character of
Trading
Arrangement(1)
Aggregate
Number of
Shares of
Common Stock
to be Purchased
or Sold Pursuant
to Trading
Arrangement
Duration(2)
Other
Material
Terms
Date
Terminated
Hessam Nadji
President and
Chief
Executive
Officer
November
20, 2024
Rule 10b5-1
Trading
Arrangement
Up 20,000 shares
to be sold
Earlier of
November 28, 2025
or when all shares
are sold under the
plan.
N/A
N/A
(1)
Except as indicated by footnote, each trading arrangement marked as a “Rule 10b5-1 Trading Arrangement” is
intended to satisfy the affirmative defense of Rule 10b5-1(c), as amended (the “Rule”).
(2)
Except as indicated by footnote, each trading arrangement permitted or permits transactions through and including
the earlier to occur of (a) the completion of all purchases or sales or (b) the date listed in the table. Each trading
arrangement marked as a “Rule 10b5-1 Trading Arrangement” only permitted or only permits transactions upon
expiration of the applicable mandatory cooling-off period under the Rule. Except as indicated by footnote, each
arrangement also provided or provides for automatic expiration in the event of death, liquidation, dissolution,
bankruptcy, insolvency, termination by the employee or their agent, the broker’s determination or exercise of its
termination right as set forth in the arrangement.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
None.

47
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Executive Officers
The names and ages of our executive officers and directors as of February 27, 2025 are as follows:
Name
Age
Position(s)
Hessam Nadji
59
President, Chief Executive Officer and Director
Steven F. DeGennaro
61
Executive Vice President and Chief Financial Officer
John David Parker
44
Executive Vice President and Chief Operating Officer, Eastern Division
Richard Matricaria
46
Executive Vice President and Chief Operating Officer, Western Division
Gregory A. LaBerge
54
Senior Vice President, Chief Administrative Officer
Hessam Nadji
Mr. Nadji has served as President and Chief Executive Officer and as a director of the Company since March 2016.
He previously served as Senior Executive Vice President and Chief Strategy Officer. He joined the Company as Vice
President of Research in 1996 and held various other senior management roles through the years, including Chief
Marketing Officer and head of the Company’s specialty brokerage divisions. He launched the Company's IPA division and
played a leading role in the Company’s initial public offering in 2013. Mr. Nadji received a B.S. in information
management and computer science from City University in Seattle and has over 36 years of experience working in the real
estate industry.
Steven F. DeGennaro
Mr. DeGennaro has served as Executive Vice President and Chief Financial Officer since August 2020. Prior to
joining the Company, Mr. DeGennaro held the position of Chief Financial Officer at InTouch Health Inc., a venture-backed
telehealth company, from March 2018 to July 2020. Prior to that he served as Chief Financial Officer at Xirrus, Inc., a
manufacturer of wireless networking products, from January 2004 to November 2017. He also served as Chief Financial
Officer at Calix Networks, Inc. and Xircom, Inc. Mr. DeGennaro began his career at KPMG. Mr. DeGennaro holds a
B.B.A. in Accounting from the University of San Diego.
John David Parker
Mr. Parker has served as Executive Vice President and Chief Operating Officer, Eastern Division since June 2021.
Mr. Parker joined the Company in 2004 as a multifamily agent in the Manhattan office and transitioned to management in
2006. In 2007, Mr. Parker opened the Company's Brooklyn office and took over responsibility for the New York regional
offices soon afterward. Mr. Parker was appointed Division Manager for the Northeast in 2016 and has been instrumental in
driving the Company's expansion in Canada. Mr. Parker holds a bachelor’s degree in operations and information systems
management from Pennsylvania State University.
Richard Matricaria
Mr. Matricaria has served as Executive Vice President and Chief Operating Officer, Western Division since June
2021. Mr. Matricaria joined the Company in 2000 as a retail broker from 2002 to 2010 before moving to management in
2010. From 2010 to 2016, Mr. Matricaria opened offices in Orlando and Tampa, and in 2016, Mr. Matricaria moved to
Chicago to oversee the Midwest Division. Mr. Matricaria relocated to the Company's headquarters in Calabasas in 2019 as
part of his expanded responsibilities. Mr. Matricaria received a B.B.A. in management from the University of Alabama and
earned an M.B.A. from St. Thomas University.
Gregory A. LaBerge
Mr. LaBerge has served as Senior Vice President and Chief Administrative Officer since 2015. Mr. LaBerge joined
the Company in 2005 as an investment broker, became a regional manager in 2008, and was named National Director of
our National Hospitality Group in 2012. Prior to that, he worked for 10 years as a management consultant, five years with
Ernst & Young LLP, and for Diamond Technology Partners (now part of PricewaterhouseCoopers LLP). His expertise was

48
in working with Fortune 500 companies on strategic and operational initiatives. Mr. LaBerge received his B.A. degree in
economics from Northwestern University and his M.B.A. from the Kelley School of Business at Indiana University.
Other Proxy Information
Certain information required by this Item regarding our Audit Committee is incorporated herein by reference to
information appearing in our definitive Proxy Statement for our 2025 Annual Meeting of Stockholders (“Proxy
Statement”), which information will appear under the caption entitled “Corporate Governance—Board Committees and
Charters” and “Policies for Compensation Risk Mitigation—Hedging, Pledging and Insider Trading Policies.
To comply with Section 16(a) of the Exchange Act, we will provide disclosure of delinquent Section 16(a) reports, if
any, in our Proxy Statement under the caption entitled “Other Matters—Delinquent Section 16(a) Reports” in the Proxy
Statement, and such disclosure, if any, is incorporated herein by reference.
Ethical Business Practices
We strive to conduct our business with integrity and the highest standards of ethics and governance that support our
values. We do so by promoting fair labor practices, upholding human rights, and complying with legal requirements,
including those that address bribery and corruption. We also implement policies, practices, and trainings that convey our
expectations and values and meet stakeholder needs.
As part of this effort, we adopted a Code of Ethics. The Code of Ethics does not attempt to identify every possible
category of ethical and legal behavior, but instead sets forth the Company’s clear expectations for ethical and honest
behavior. The Company is committed to legal compliance, fair dealing, and addressing internal and external ethical
concerns, which it does in part through its Ethics Hotline, which allows for anonymous reporting and direct communication
with the Company’s compliance officer. The Company’s expectations for ethics are further embedded into the Company’s
practices through cross-discipline education and trainings, which are provided at the individual, office, and Company-wide
levels.
The Code of Ethics can be found at https://ir.marcusmillichap.com/corporate-governance/governance-documents
and clicking on “Code of Ethics.”
We intend to satisfy the disclosure requirements under Item 5.05(c) of Form 8-K regarding an amendment to, or
waiver from, a provision of the Code of Ethics that applies to our principal executive officer, principal financial officer,
principal accounting officer or controller or persons performing similar functions by posting such information on our
website, at the address and location specified above.
Item 11. Executive Compensation
The information required by this Item is incorporated herein by reference to information appearing in our Proxy
Statement, which information will appear under the caption entitled “Compensation Discussion and Analysis” and
“Executive Compensation” in the Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this Item is incorporated herein by reference to information appearing in our Proxy
Statement, which information will appear under the captions entitled “Principal Stockholders” in the Proxy statement.

49
Equity Compensation Plan Information
The following table summarizes information about our equity compensation plans as of December 31, 2024. All
outstanding awards relate to our common stock.
Plan Category
Number of
Securities
to be Issued
Upon
Exercise of
Outstanding
Options,
Warrants and
Rights(1)
Weighted-
Average Exercise
Price of
Outstanding
Options,
Warrants and
Rights (2)
Number of
Securities
Remaining
Available
for Future
Issuance
Under Equity
Compensation
Plans
(Excluding
Securities
Reflected in
Column
(a)) (3)
(a)
(b)
(c)
Equity compensation plans approved by security holders
1,969,886
$
—
2,909,770
Equity compensation plans not approved by security holders
—
—
—
1,969,886
$
—
2,909,770
(1)
Consists of restricted stock units (“RSUs”) granted under our Amended Plan. Excludes restricted stock awards
granted under the Amended Plan, purchase rights granted under the ESPP.
(2)
Outstanding RSUs have no exercise price.
(3)
Includes 2,829,238 shares available for future issuance under the Amended Plan. Includes 80,532 shares available
for future issuance under the ESPP, including shares subject to purchase during the current offering period, which
commenced on November 15, 2024 (the exact number of which will not be known until the purchase date on
May 14, 2025). Subject to the number of shares remaining in the share reserve, the maximum number of shares
purchasable by any participant on any one purchase date for any purchase period, including the current purchase
period, may not exceed 1,250 shares.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this Item is incorporated herein by reference to information appearing in our Proxy
Statement, which information will appear under the captions entitled “Corporate Governance—Director Independence”
and “Certain Relationships and Related Party Transactions” in the Proxy Statement.
Item 14. Principal Accounting Fees and Services
The information required by this Item is incorporated herein by reference to information appearing in our Proxy
Statement, which information will appear under the caption entitled “Proposal 2: Ratification of Appointment of
Independent Registered Public Accounting Firm for 2025” in the Proxy Statement.

50
PART IV
Item 15. Exhibits, Financial Statement Schedules
(a)
The following documents are filed as part of this Report:
(1)
Consolidated Financial Statements
The consolidated financial statements listed in the accompanying Index to Consolidated Financial Statements
are attached to this Form 10-K beginning on page F-1.
Reports of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2024 and 2023
Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022
Consolidated Statements of Comprehensive (Loss) Income for the years ended December 31, 2024, 2023 and
2022
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2024, 2023 and 2022
Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022
Notes to Consolidated Financial Statements
(2)
Financial Statement Schedules
The financial statement schedules have been omitted because they are not applicable, or the information
required to be set forth therein is included in the consolidated financial statements or notes thereto.
(b)
Exhibits
The following exhibits are included herein or incorporated herein by reference:
Number
Description
3.1
Amended and Restated Certificate of Incorporation of Marcus & Millichap, Inc. (incorporated by reference to
Exhibit 3.1 to the registrant’s quarterly report on Form 10-Q (No. 001-36155) for the quarter ended September
30, 2013 filed on November 22, 2013).
3.2
Amended and Restated Bylaws of Marcus & Millichap, Inc. (incorporated by reference to Exhibit 3.2 to the
registrant’s quarterly report on Form 10-Q (No. 001-36155) for the quarter ended September 30, 2013 filed on
November 22, 2013).
4.1
Specimen Stock Certificate (incorporated by reference to Exhibit 4.1 to the registrant’s registration statement on
Form S-1 (No. 333-191316) filed on September 23, 2013).
4.2
Description of the registrant’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934
(incorporated by reference to Exhibit 4.2 to the registrant’s Annual Report on Form 10-K (No. 001-36155) for
the year ended December 31, 2019 filed on March 2, 2020).
10.1
Transition Services Agreement by and between Marcus & Millichap, Inc. and Marcus & Millichap Company
dated October 31, 2013 (incorporated by reference to Exhibit 10.3 to the registrant’s quarterly report on Form
10-Q (No. 001-36155) for the quarter ended September 30, 2013 filed on November 22, 2013).
10.2†
Form of Indemnification Agreement by and between Marcus & Millichap, Inc. and each of its Officers and
Directors (incorporated by reference to Exhibit 10.7 to the registrant’s registration statement on Form S-1 (No.
333-191316) filed on September 23, 2013).
10.3†
Amended and Restated 2013 Omnibus Equity Incentive Plan, as amended (incorporated by reference to Exhibit
10.6 to the registrant’s Annual Report on Form 10-K (No. 001-36155) for the year ended December 31, 2017
filed on March 16, 2018).
10.4†
Form of Stock Option Award Agreement under 2013 Omnibus Equity Incentive Plan (incorporated by reference
to Exhibit 10.10 to the registrant’s registration statement on Form S-1 (No. 333-191316) filed on September 23,
2013).

51
Number
Description
10.5†
Form of Restricted Stock Unit Award Agreement under 2013 Omnibus Equity Incentive Plan (incorporated by
reference to Exhibit 10.11 to the registrant’s registration statement on Form S-1 (No. 333-191316) filed on
September 23, 2013).
10.6†
Form of Restricted Stock Award Agreement under 2013 Omnibus Equity Incentive Plan (incorporated by
reference to Exhibit 10.12 to the registrant’s registration statement on Form S-1/A (No. 333-191316) filed on
October 21, 2013).
10.7†
Form of Amendment, Restatement and Freezing of Stock Appreciation Rights Agreement (Section 409A
grandfathered) (incorporated by reference to Exhibit 10.14 to the registrant’s registration statement on Form S-1
(No. 333-191316) filed on September 23, 2013).
10.8†
2013 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.16 to the registrant’s registration
statement on Form S-1/A (No. 333-191316) filed on October 28, 2013).
10.9†
Executive Short-Term Incentive Plan, dated March 13, 2014 (incorporated by reference to Exhibit 99.1 to the
registrant’s current report on Form 8-K (No. 001-36155) filed on March 17, 2014).
10.10†
Employment Agreement between the Company and Hessam Nadji effective as of March 31, 2016 (incorporated
by reference to Exhibit 10.21 to the registrant’s current report on Form 8-K/A (No. 001-36155) filed on April 8,
2016).
10.11†
Marcus & Millichap, Inc. Deferred Compensation Plan (incorporated by reference to Exhibit 10.1 to the
registrant’s quarterly report on Form 10-Q (No. 001-36155) for the quarter ended June 30, 2018 filed on August
9, 2018).
10.12
Second Amended and Restated Credit Agreement, between the Company and Wells Fargo Bank, National
Association dated July 28, 2022 (incorporated by reference to Exhibit 10.1 to the registrant’s quarterly report on
Form 10-Q (No. 001-36155) filed on August 5, 2022).
10.13
First Amendment to the Second Amended and Restated Credit Agreement dated September 25, 2023, by and
between Marcus & Millichap, Inc. and Wells Fargo Bank National Association (incorporated by reference to
Exhibit 10.1 to the registrant’s quarterly report on Form 10-Q (No. 001-36155) filed on November 3, 2023).
10.14†
Employment Agreement between the Company and Steven F. DeGennaro effective as of August 4, 2020
(incorporated by reference to Exhibit 10.1 to the registrant’s quarterly report on Form 10-Q (No. 001-36155) for
the quarter ended September 30, 2020 filed on November 9, 2020).
10.15†
Change in Control Policy dated August 3, 2021 (incorporated by reference to Exhibit 10.1 to the registrant’s
quarterly report on Form 10-Q (No. 001-36155) for the quarter ended June 30, 2021 filed on August 6, 2021).
10.16†
Amended & Restated Death & Disability Policy dated August 3, 2021 (incorporated by reference to Exhibit 10.2
to the registrant’s quarterly report on Form 10-Q (No. 001-36155) for the quarter ended June 30, 2021 filed on
August 6, 2021).
10.17†
Employment Agreement by and between John David Parker and Marcus & Millichap, Inc., dated August 4, 2022
(incorporated by reference to Exhibit 10.2 to the registrant’s quarterly report on Form 10-Q (No. 001-36155) for
the quarter ended June 20, 2022 filed on August 5, 2022).
10.18†
Employment Agreement by and between Richard Matricaria and Marcus & Millichap, Inc., dated August 4, 2022
(incorporated by reference to Exhibit 10.3 to the registrant’s quarterly report on Form 10-Q (No. 001-36155) for
the quarter ended June 30, 2022 filed on August 5, 2022).
10.19
Second Amendment to the Second Amended and Restated Credit Agreement dated May 30, 2024, by and
between Marcus & Millichap, Inc. and Wells Fargo Bank National Association (incorporated by reference to
Exhibit 10.1 to the registrant's quarterly report on Form 10-Q (No. 001-36155) for the quarter ended June 30,
2024 filed on August 7, 2024).
10.20
Amended and Restated 2013 Omnibus Equity Incentive Plan, Amended and Restated effective May 2, 2024
(incorporated by reference to Exhibit 10.2 to the registrant's quarterly report on Form 10-Q (No. 001-36155) for
the quarter ended June 30, 2024 filed on August 7, 2024).

52
Number
Description
10.21
2013 Employee Stock Purchase Plan, Amended and Restated Effective May 2, 2024 (incorporated by reference
to Exhibit 10.3 to the registrant's quarterly report on form 10-Q (No. 001-36155) for the quarter ended June 30,
2024 filed on August 7, 2024.
10.22
Amended and Restated 2013 Omnibus Equity Incentive Plan Restricted Stock Unit Award Agreement.
(incorporated by reference to Exhibit 10.1 to the registrant's quarterly report on form 10-Q (No. 001-36155) for
the quarter ended September 30, 2024 filed on November 8, 2024.
10.23
Amended and Restated 2013 Omnibus Equity Incentive Plan Restricted Stock Award Agreement. (incorporated
by reference to Exhibit 10.2 to the registrant's quarterly report on form 10-Q (No. 001-36155) for the quarter
ended September 30, 2024 filed on November 8, 2024).
10.24
Amended and Restated 2013 Omnibus Equity Incentive Plan Performance Unit Award Agreement (incorporated
by reference to Exhibit 10.1 to the registrant’s current report on Form 8-K (No. 001-36155) filed on February 4,
2025).
19.1
Insider Trading and Disclosure Policy
21.1*
List of Subsidiaries.
23.1*
Consent of Ernst & Young LLP.
31.1*
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Exchange Act, as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Exchange Act, as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002.
97*
Restated Compensation Recovery Policy of Marcus & Millichap, Inc. (incorporated by reference to Exhibit 97 to
the registrant's annual report on form 10-K (No. 001-36155) for the year ended December 31, 2023 filed on
February 27, 2024)
101*
The following financial statements from the Company’s Annual Report on Form 10-K for the year ended
December 31, 2024, formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of
Operations, (iii) Consolidated Statements of Comprehensive (Loss) Income, (iv) Consolidated Statements of
Stockholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial
Statements, tagged as blocks of text and including detailed tags.
104*
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
†
Indicates management contract or compensatory plan.
*
Filed herewith.
**
Furnished, not filed.
(c)
Financial Statement Schedules
Not applicable.
Item 16. Form 10-K Summary
Not applicable.

53
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: February 27, 2025
Marcus & Millichap, Inc.
/s/ Hessam Nadji
Hessam Nadji
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Hessam Nadji
Director, President
and Chief Executive Officer
(Principal Executive Officer)
February 27, 2025
Hessam Nadji
/s/ Steven F. DeGennaro
Chief Financial Officer
(Principal Financial Officer)
February 27, 2025
Steven F. DeGennaro
/s/ Kurt H. Schwarz
First Vice President of Finance
and Chief Accounting Officer
(Principal Accounting Officer)
February 27, 2025
Kurt H. Schwarz
/s/ George M. Marcus
Director
February 27, 2025
George M. Marcus
/s/ Collete English Dixon
Director
February 27, 2025
Collete English Dixon
/s/ Norma J. Lawrence
Director
February 27, 2025
Norma J. Lawrence
/s/ Lauralee E. Martin
Director
February 27, 2025
Lauralee E. Martin
/s/ Nicholas F. McClanahan
Director
February 27, 2025
Nicholas F. McClanahan
/s/ George T. Shaheen
Director
February 27, 2025
George T. Shaheen
/s/ Don C. Watters
Director
February 27, 2025
Don C. Watters

F-1
MARCUS & MILLICHAP, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42)
F-2
Consolidated Balance Sheets as of December 31, 2024 and 2023
F-5
Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022
F-6
Consolidated Statements of Comprehensive (Loss) Income for the years ended December 31, 2024, 2023 and
2022
F-7
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2024, 2023 and 2022
F-8
Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022
F-9
Notes to Consolidated Financial Statements
F-11

F-2
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Marcus & Millichap, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Marcus & Millichap, Inc. (the Company) as of
December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive (loss) income,
stockholders' equity and cash flows for each of the three years in the period ended December 31, 2024, and the related
notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial
statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023,
and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in
conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria
established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (2013 framework), and our report dated February 27, 2025 expressed an unqualified opinion
thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion
on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement,
whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the
financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits
also included evaluating the accounting principles used and significant estimates made by management, as well as
evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our
opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements
that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or
disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex
judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated
financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a
separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Deferred commissions payable
Description of the
Matter
At December 31, 2024, the Company’s commissions payable to investment sales and financing
professionals was $79.6 million. As discussed in Note 7 to the consolidated financial
statements, certain investment sales and financing professionals have the ability to earn
additional commissions after meeting certain annual revenue thresholds. All commissions are
recognized as cost of services in the period in which they are earned as they relate to specific
transactions closed. The Company has the ability to defer payment of certain commissions, at its
election, for up to three years. These payments are referred to as deferred commissions.
Auditing the Company’s deferred commissions was complex with regard to evaluating the
completeness of the population of investment sales and financing professionals eligible for
deferred commissions and the accuracy of the investment sales and financing professionals’
revenue thresholds used in determining deferred commissions earned.

F-3
How We Addressed the
Matter in Our Audit
We evaluated the design and tested the operating effectiveness of the Company’s internal
controls over the deferred commissions process. For example, we tested controls over the
completeness and accuracy of the data used in calculating the deferred commissions, including
approvals.
To test the deferred commissions payable, we performed audit procedures that included, among
others, performing a predictive test in which we evaluated the completeness of the deferred
commissions schedule based on investment sales and financing professionals’ sales
performance. Additionally, we performed procedures to obtain evidence of eligibility approval
and performed a hindsight analysis to evaluate the amount of cash disbursed to the amount of
deferred commissions payable previously accrued.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2013.
Los Angeles, California
February 27, 2025

F-4
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Marcus & Millichap, Inc.
Opinion on Internal Control Over Financial Reporting
We have audited Marcus & Millichap, Inc.’s internal control over financial reporting as of December 31, 2024, based on
criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Marcus & Millichap, Inc. (the
Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024,
based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related
consolidated statements of operations, comprehensive (loss) income, stockholders' equity and cash flows for each of the
three years in the period ended December 31, 2024, and the related notes and our report dated February 27, 2025 expressed
an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s
Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal
control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in
all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk,
and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides
a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded
as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and
that receipts and expenditures of the company are being made only in accordance with authorizations of management and
directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Los Angeles, California
February 27, 2025

F-5
MARCUS & MILLICHAP, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except for shares and par value)
December 31,
2024
2023
Assets
Current assets:
Cash, cash equivalents, and restricted cash
$
153,445
$
170,753
Commissions receivable
18,804
16,171
Prepaid expenses
9,311
8,813
Income tax receivable
6,030
9,299
Marketable debt securities, available-for-sale (amortized cost of $189,667 and $169,018
at December 31, 2024 and December 31, 2023, respectively, and $0 allowance for
credit losses)
189,667
168,881
Advances and loans, net
17,519
3,574
Other assets, current
15,543
16,203
Total current assets
410,319
393,694
Property and equipment, net
26,139
27,450
Operating lease right-of-use assets, net
81,120
90,058
Marketable debt securities, available-for-sale (amortized cost of $52,366 and $69,538 at
December 31, 2024 and December 31, 2023 respectively, and $0 allowance for credit
losses)
51,147
67,459
Assets held in rabbi trust
12,191
10,838
Deferred tax assets, net
48,080
46,930
Goodwill and other intangible assets, net
43,521
51,183
Advances and loans, net
173,657
175,827
Other assets, non-current
23,626
14,972
Total assets
$
869,800
$
878,411
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable and accrued expenses
$
13,737
$
8,126
Deferred compensation and commissions
67,197
55,769
Operating lease liabilities
18,522
18,336
Accrued bonuses and other employee related expenses
25,485
19,119
Other liabilities, current
8,076
3,919
Total current liabilities
133,017
105,269
Deferred compensation and commissions
33,257
47,771
Operating lease liabilities
65,701
69,407
Other liabilities, non-current
7,007
10,690
Total liabilities
238,982
233,137
Commitments and contingencies
—
—
Stockholders’ equity:
Preferred stock, $0.0001 par value:
Authorized shares – 25,000,000; issued and outstanding shares – none at
December 31, 2024 and December 31, 2023, respectively
—
—
Common stock, $0.0001 par value:
Authorized shares – 150,000,000; issued and outstanding shares – 38,856,790 and
38,412,484 at December 31, 2024 and December 31, 2023, respectively
4
4
Additional paid-in capital
173,340
153,740
Retained earnings
458,907
492,298
Accumulated other comprehensive loss
(1,433)
(768)
Total stockholders’ equity
630,818
645,274
Total liabilities and stockholders’ equity
$
869,800
$
878,411
See accompanying notes to consolidated financial statements.

F-6
MARCUS & MILLICHAP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
Years Ended December 31,
2024
2023
2022
Revenue:
Real estate brokerage commissions
$
589,695
$
559,752
$
1,170,310
Financing fees
84,512
66,898
112,978
Other revenue
21,853
19,277
18,422
Total revenue
696,060
645,927
1,301,710
Operating expenses:
Cost of services
431,471
406,645
850,894
Selling, general and administrative
280,909
285,023
300,009
Depreciation and amortization
16,589
13,627
13,406
Total operating expenses
728,969
705,295
1,164,309
Operating (loss) income
(32,909)
(59,368)
137,401
Other income, net
20,693
19,855
5,336
Interest expense
(812)
(888)
(708)
(Loss) income before (benefit) provision for income taxes
(13,028)
(40,401)
142,029
(Benefit) provision for income taxes
(666)
(6,366)
37,804
Net (loss) income
$
(12,362) $
(34,035) $
104,225
(Loss) earnings per share:
Basic
$
(0.32) $
(0.88) $
2.61
Diluted
$
(0.32) $
(0.88) $
2.59
Weighted average common shares outstanding:
Basic
38,678
38,659
39,893
Diluted
38,678
38,659
40,186
See accompanying notes to consolidated financial statements.

F-7
MARCUS & MILLICHAP, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(in thousands)
Years Ended December 31,
2024
2023
2022
Net (loss) income
$ (12,362) $ (34,035) $ 104,225
Other comprehensive (loss) income:
Marketable debt securities, available-for-sale:
Change in net unrealized gains and losses
753
2,300
(4,565)
Reclassification adjustment for net gains and losses included in other
income, net
—
142
(70)
Net change, net of tax of $256, $813 and $(1,559) for the years ended
December 31, 2024, 2023, and 2022, respectively
753
2,442
(4,635)
Foreign currency translation gain (loss), net of tax of $0 for each of the years
ended December 31, 2024, 2023, and 2022, respectively
(1,418)
407
108
Total other comprehensive (loss) income
(665)
2,849
(4,527)
Comprehensive (loss) income
$ (13,027) $ (31,186) $
99,698
See accompanying notes to consolidated financial statements.

F-8
MARCUS & MILLICHAP, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands, except for shares)
Series A
Redeemable
Preferred Stock
Common Stock
Additional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
(Loss) Income
Total
Shares
Amount
Shares
Amount
Balance as of December 31, 2021
—
$
—
39,692,373
$
4
$ 121,844
$ 573,546
$
910
$
696,304
Net and comprehensive income (loss)
—
—
—
—
—
104,225
(4,527)
99,698
Dividends
—
—
—
—
—
(62,572)
—
(62,572)
Stock-based award activity:
Stock-based compensation
—
—
—
—
17,312
—
—
17,312
Issuance of common stock pursuant
to employee stock purchase plan
—
—
19,813
—
709
—
—
709
Issuance of common stock for
settlement of deferred stock units
—
—
281,193
—
—
—
—
—
Issuance of common stock for
vesting of restricted stock units
—
—
292,953
—
—
—
—
—
Issuance of common stock for
unvested restricted stock awards
—
—
11,494
—
—
—
—
—
Shares withheld related to net share
settlement of stock-based awards
—
—
(206,390)
—
(9,741)
—
—
(9,741)
Issuance of common stock for stock
settled deferred consideration
—
—
28,673
—
1,417
—
—
1,417
Repurchases of common stock
—
—
(864,271)
—
—
(29,618)
—
(29,618)
Balance as of December 31, 2022
—
—
39,255,838
4
131,541
585,581
(3,617)
713,509
Net and comprehensive (loss) income
—
—
—
—
—
(34,035)
2,849
(31,186)
Dividends
—
—
—
—
—
(20,372)
—
(20,372)
Stock-based award activity:
Stock-based compensation
—
—
—
—
24,146
—
—
24,146
Issuance of common stock pursuant
to employee stock purchase plan
—
—
25,818
—
661
—
—
661
Issuance of common stock for
vesting of restricted stock units
—
—
453,986
—
—
—
—
—
Issuance of common stock for
unvested restricted stock awards
—
—
17,339
—
—
—
—
—
Shares withheld related to net share
settlement of stock-based awards
—
—
(138,451)
—
(4,441)
—
—
(4,441)
Issuance of common stock for stock
settled deferred consideration
—
—
58,205
—
1,833
—
—
1,833
Repurchases of common stock
—
—
(1,260,251)
—
—
(38,876)
—
(38,876)
Balance as of December 31, 2023
—
—
38,412,484
4
153,740
492,298
(768)
645,274
Net and comprehensive (loss) income
—
—
—
—
—
(12,362)
(665)
(13,027)
Dividends
—
—
—
—
(20,244)
—
(20,244)
Stock-based award activity:
Stock-based compensation
—
—
—
—
23,792
—
—
23,792
Issuance of common stock pursuant
to employee stock purchase plan
—
—
30,562
—
847
—
—
847
Issuance of common stock for
vesting of restricted stock units
—
—
557,259
—
—
—
—
—
Issuance of common stock for
unvested restricted stock awards
—
—
16,121
—
—
—
—
—
Shares withheld related to net share
settlement of stock-based awards
—
—
(168,681)
—
(5,872)
—
—
(5,872)
Issuance of common stock for stock
settled deferred consideration
—
—
25,945
—
833
—
—
833
Repurchases of common stock
—
—
(16,900)
—
—
(785)
—
(785)
Balance as of December 31, 2024
—
$
—
38,856,790
$
4
$ 173,340
$ 458,907
$
(1,433) $
630,818
See accompanying notes to consolidated financial statements.

MARCUS & MILLICHAP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
F-9
Years Ended December 31,
2024
2023
2022
Cash flows from operating activities
Net (loss) income
$
(12,362) $
(34,035) $
104,225
Adjustments to reconcile net (loss) income to net cash provided by
(used in) operating activities:
Depreciation and amortization
16,589
13,627
13,406
Non-cash lease expense
24,987
26,348
23,112
Credit loss expense (recovery)
578
(128)
(51)
Stock-based compensation
23,792
24,146
17,312
Deferred taxes, net
(1,416)
(6,429)
(6,073)
Unrealized foreign exchange losses (gains)
191
(37)
534
Net realized losses (gains) on marketable debt securities, available-
for-sale
—
190
(86)
Other non-cash items
(1,665)
(341)
(973)
Changes in operating assets and liabilities:
Commissions receivable
(3,448)
(7,590)
8,445
Prepaid expenses
(498)
599
3,802
Advances and loans
(12,811)
(5,177)
(54,818)
Other assets
(8,798)
(7,208)
(9,830)
Accounts payable and accrued expenses
5,685
(2,960)
(4,071)
Income tax receivable and payable
3,269
(616)
(26,535)
Accrued bonuses and other employee related expenses
6,407
(19,182)
(11,491)
Deferred compensation and commissions
(1,845)
(35,846)
(24,631)
Operating lease liabilities
(19,015)
(18,364)
(21,176)
Other liabilities
2,074
573
2,528
Net cash provided by (used in) operating activities
21,714
(72,430)
13,629
Cash flows from investing activities
Acquisition of businesses, net of cash received
—
—
(12,500)
Purchases of marketable debt securities, available-for-sale
(190,704)
(302,283)
(380,799)
Proceeds from sales and maturities of marketable debt securities,
available-for-sale
188,751
391,612
350,993
Purchases of convertible notes
—
(5,000)
—
Issuances of employee notes receivable
(82)
(126)
(74)
Payments received on employee notes receivable
6
34
71
Purchase of property and equipment
(7,873)
(9,370)
(11,666)
Net cash (used in) provided by investing activities
(9,902)
74,867
(53,975)
Cash flows from financing activities
Taxes paid related to net share settlement of stock-based awards
(5,872)
(4,441)
(9,741)
Proceeds from issuance of shares pursuant to employee stock
purchase plan
847
661
709
Dividends paid
(20,226)
(20,103)
(60,358)
Principal payments on stock appreciation rights liability
(1,976)
(1,945)
(1,761)
Principal payments on deferred and contingent consideration
(743)
(2,410)
(5,351)
Cash paid for stock repurchases
(785)
(39,441)
(29,053)
Net cash used in financing activities
(28,755)
(67,679)
(105,555)
Effect of currency exchange rate changes on cash, cash equivalents,
and restricted cash
(365)
122
(366)
Net decrease in cash, cash equivalents, and restricted cash
(17,308)
(65,120)
(146,267)
Cash, cash equivalents, and restricted cash at beginning of period
170,753
235,873
382,140
Cash, cash equivalents, and restricted cash at end of period
$
153,445
$
170,753
$
235,873
See accompanying notes to consolidated financial statements.

MARCUS & MILLICHAP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
F-10
Years Ended December 31,
2024
2023
2022
Supplemental disclosures of cash flow information:
Interest paid during the period
$
581
$
478
$
614
Income taxes paid, net
$
468
$
674
$
69,847
Cash paid for amounts included in the measurement of operating
lease liabilities
$
23,151
$
22,276
$
21,770
Supplemental disclosures of noncash investing and financing
activities:
Unpaid purchases of property and equipment
$
561
$
257
$
684
Right-of-use assets obtained in exchange for operating lease
liabilities
$
16,122
$
28,306
$
27,027
Issuance of stock for the settlement of deferred consideration
$
833
$
1,833
$
1,417
Dividend payable
$
884
$
923
$
2,215
See accompanying notes to consolidated financial statements.

MARCUS & MILLICHAP, INC.
Notes to Consolidated Financial Statements
F-11
1.
Description of Business and Basis of Presentation
Description of Business
Marcus & Millichap, Inc. (the “Company,” “Marcus & Millichap,” or “MMI”), a Delaware corporation, is a real
estate services firm specializing in commercial real estate investment sales, financing services, research and advisory
services. As of December 31, 2024, MMI operates over 80 offices in the United States and Canada through its wholly-
owned subsidiaries, including the operations of Marcus & Millichap Capital Corporation.
Reorganization and Initial Public Offering
Marcus & Millichap, Inc was formed in June 2013 in preparation for the spin-off of Marcus & Millichap Real Estate
Investment Services, Inc. (“MMREIS”), the real estate investment services business of the Marcus & Millichap Company
(“MMC”). Our initial public offering ("IPO") was completed in November 2013. In connection with our IPO the
shareholders of MMREIS contributed their shares of MMREIS to MMI in exchange for common stock of MMI.
Basis of Presentation
The Company’s consolidated financial statements have been prepared in accordance with U.S. generally accepted
accounting principles (“U.S. GAAP”). The consolidated financial statements include the accounts of the Company and its
wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.
2.
Accounting Policies and Recent Accounting Pronouncements
Accounting Policies
Cash, Cash Equivalents, and Restricted Cash
The Company considers cash equivalents to include short-term, highly liquid investments with maturities of three
months or less when purchased. Restricted cash includes amounts restricted in connection with our Credit Agreement (as
defined below) and loan guarantee obligations with M&T Realty Capital Corporation ("MTRCC"). Portions of the balance
of cash, cash equivalents, and restricted cash were held in financial institutions, various money market funds with fixed and
floating net asset values and short-term commercial paper. Money market funds have floating net asset values and may be
subject to liquidity fees. The Company assesses short-term commercial paper for impairment in connection with
investments in marketable debt securities, available-for-sale. The likelihood of realizing material losses from cash, cash
equivalents, and restricted cash, including the excess of cash balances over federally insured limits, is remote.
Revenue Recognition
The Company generates real estate brokerage commissions by acting as a broker for real estate owners or investors
seeking to buy or sell interests in commercial properties and generates financing fees from securing financing on purchase
transactions, from refinancing its clients’ existing mortgage debt and other ancillary fees associated with financing
activities, including, but not limited to, debt and equity advisory services, loan sales, due diligence services, loan guarantee
fees, loan performance fees and other consulting services.
Real Estate Brokerage Commissions
Contracts for representing buyers and sellers of real estate are negotiated on a transaction-by-transaction basis. The
consideration associated with the successful outcome remains constrained until the completion of a transaction which
happens at the close of escrow. At that time, the Company's performance is complete and the Company recognizes revenue
related to the transaction.
Financing Fees
Contracts for representing potential borrowers are negotiated on a transaction-by-transaction basis. The consideration
associated with the successful outcome remains constrained until the completion of a transaction which happens at the time

MARCUS & MILLICHAP, INC.
Notes to Consolidated Financial Statements
F-12
the loan closes. At that time, the Company's performance is complete and the Company recognizes revenue related to the
transaction. The Company’s fee arrangements, with an exception for guarantee obligations, do not include terms or
conditions that require the Company to perform any service or fulfill any obligation once the loan closes.
Loan Performance Fees - For loans originated through the Strategic Alliance ("Strategic Alliance") with MTRCC, the
Company receives variable consideration in the form of loan performance fees based on a portion of the servicing fees
expected to be received by MTRCC under the servicing contract for servicing the loan. As the Company is not obligated to
perform any servicing functions and has no further obligations related to the transaction giving rise to the loan performance
fees, the estimated value of the loan performance fees to be received is recorded at the time the loan closes and are
collected over the estimated term of the related loan. Any changes in the estimate of loan performance fees to be received
are recorded in revenue in the period the estimate changes.
Guarantee Obligations - For certain loans originated through the Strategic Alliance with MTRCC, the Company may
agree, at its option, to indemnify MTRCC for a portion of MTRCC’s obligations for loans sold to the Federal National
Mortgage Association ("Fannie Mae"). For these loans, the Company allocates a portion of the transaction price and
records a loan guarantee obligation based on its fair value. Revenue for this stand ready obligation is recorded on a
straight-line basis over the term of the estimated guarantee period and is recorded in financing fees in the consolidated
statements of operations. The guarantee obligation is capped at 16.7% of any unpaid principal balance in excess of the
value of the collateral securing such loan. For these loans, the Company is required to pledge cash in a restricted bank
account in support of the guarantee obligation. The Company records an allowance for estimated losses related to the loans
subject to the guarantee considering the risk characteristics of the loan, the loan's risk rating, historical loss experience,
potential adverse situations affecting individual loans and other forecasted information as appropriate.
Other Revenue
Other revenue includes fees generated from consulting and advisory services, leasing, as well as fees from other
ancillary services, and such fees are recognized when services are provided, upon closing of the transaction or when the
Company has no further obligations.
Capitalization of Internal Software
Certain costs related to the development or purchase of internal-use software are capitalized. Internal costs that are
incurred in the preliminary project stage are expensed as incurred. Direct consulting costs and certain payroll and related
costs that are incurred during the development stage of a project are capitalized and depreciated using the straight-line
method over a useful life of five years. Capitalized costs are recorded in property and equipment, net, and amortization is
recorded in depreciation and amortization in the consolidated financial statements. Amortization begins for software that
has been placed into production and is ready for its intended use. Post-implementation costs such as training, maintenance
and support are expensed as incurred. The Company evaluates the carrying value of capitalized software for impairment
whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable.
Commissions Receivable, Net
Commissions receivable, net consists of commissions earned on brokerage and financing transactions for which
payment has not yet been received. The Company evaluates the need for an allowance for credit losses based on
consideration of historical experience, current conditions and forecasts of future economic conditions. The majority of
commissions earned are settled within 10 days after the close of escrow. Certain commissions for leasing transactions are
received upon occupancy.
Advances and Loans, Net
Advances and loans, net includes amounts advanced and loans due from the Company’s investment sales and
financing professionals.
In order to attract and retain highly skilled professionals, from time to time the Company advances funds to its
investment sales and financing professionals. The advances are typically in the form of forgivable loans that have terms
that are generally between 5 and 10 years. The principal amount of a forgivable loan and accrued interest are forgiven over

MARCUS & MILLICHAP, INC.
Notes to Consolidated Financial Statements
F-13
the term of the loan, so long as the investment sales and financing professionals continue to be a service provider with the
Company, and/or upon achieving contractual performance criteria. These amounts are charged to selling, general and
administrative expense over the service period. If the investment sales and financing professional’s relationship with the
Company is terminated before the amount advanced is forgiven, the unforgiven amount, and any accrued interest, becomes
due and payable. The Company evaluates the need for an allowance for credit losses based on amounts advanced, expected
forgiveness, consideration of historical experience, current conditions and forecasts of future economic conditions.
Estimated credit losses, net of any reversals, are charged to credit loss expense included in selling, general and
administrative expense. Amounts are generally written off when amounts are determined to be no longer collectable.
The Company, from time to time, also enters into various agreements, including notes receivable, with certain of its
investment sales and financing professionals whereby these individuals receive loans that are to be repaid in the future. The
notes receivable, along with stated interest, are typically collected from future commissions or repaid based on the terms
stipulated in the respective agreements that are generally between one and seven years. The Company evaluates the need
for an allowance for credit losses for the loans based on historical experience, current conditions and reasonable forecasts
of future economic conditions. Estimated credit losses, net of any reversals, are charged to credit loss expense included in
selling, general and administrative expense. Amounts are generally written off when amounts are determined to be no
longer collectable.
Cost of Services
Cost of services principally consists of variable commissions, compensation-related costs related to the Company’s
financing activities, and other costs for the Company’s investment sales and financing professionals related to transactions
closed in the period. Commissions are accrued based on revenue from transactions generated by the Company’s investment
sales and financing professionals. Investment sales and financing professionals are compensated at commission rates based
on individual agreements, and a portion of the commissions due upon the closing of a transaction may be deferred in
accordance with their contracts. Some of the Company's most senior investment sales and financing professionals also have
the ability to earn additional commissions after meeting certain annual financial thresholds. These additional commissions
are recognized as cost of services in the period in which they are earned. Payment of a portion of these additional
commissions are generally deferred for a period of three years, at our election, and paid at the end of the third calendar
year. These deferred commissions are included in deferred compensation and commissions (current and non-current)
captions in the accompanying consolidated balance sheets. Cost of services also includes referral fees paid to other real
estate brokers where we are the principal service provider.
Investments in Marketable Debt Securities, Available-for-Sale
The Company maintains a portfolio of investments in a variety of fixed and variable rate debt securities, including
U.S. treasuries, U.S. government sponsored entities, corporate debt, asset-backed securities (“ABS”) and other. The
Company considers its investments in marketable debt securities to be available-for-sale, and accordingly, are recorded at
their fair values. The Company determines the appropriate classification of investments in marketable debt securities at the
time of purchase. Interest along with amortization of purchase premiums and accretion of discounts from the purchase date
through the estimated maturity date, including consideration of variable maturities and contractual call provisions, are
included in other income, net in the consolidated statements of operations. The Company typically invests in highly rated
debt securities, and its investment policy generally limits the amount of credit exposure to any one issuer. The policy
requires substantially all investments to be investment grade, with the primary objective of minimizing the potential risk of
principal loss and matching long-term liabilities. See Note 5 – “Investments in Marketable Debt Securities, Available-for-
Sale” for additional information.
The Company reviews quarterly its investment portfolio of all securities in an unrealized loss position to determine
if an impairment charge or credit reserve is required. The Company excludes accrued interest from both the fair value and
the amortized cost basis of marketable debt securities, available-for-sale, for the purposes of identifying and measuring an
impairment. An investment is impaired if the fair value is less than its amortized cost basis. Impairment relating to credit
losses is recorded through a reduction in the amortized cost of the security or an allowance for credit losses and credit loss
expense (included in selling, general and administrative expense), limited by the amount that the fair value is less than the
amortized cost basis. Impairment that has not been recorded as a credit loss is recorded through other comprehensive (loss)
income, net of applicable taxes. The Company made an accounting policy election to not measure an allowance for credit

MARCUS & MILLICHAP, INC.
Notes to Consolidated Financial Statements
F-14
losses for accrued interest receivables. The Company evaluates write-off of accrued interest receivable at the time credit
loss exists for the underlying security.
Determining whether a credit loss exists requires a high degree of judgment and the Company considers both
qualitative and quantitative factors in making its determination. The Company evaluates its intent to sell, or whether the
Company will more likely than not be required to sell, the security before recovery of its amortized cost basis. For all
securities in an unrealized loss position, the Company evaluates, among other items, the extent and length of time the fair
market value of a security is less than its amortized cost, time to maturity, duration, seniority, the financial condition of the
issuer including credit ratings, any changes thereto and relative default rates, leverage ratios, availability of liquidity to
make principal and interest payments, performance indicators of the underlying assets, analyst reports and
recommendations, and changes in base and market interest rates. If the qualitative and quantitative analysis is sufficient to
conclude that an impairment related to credit losses does not exist, the Company typically does not perform further
quantitative analysis to estimate the present value of cash flows expected to be collected from the debt security. Estimates
of expected future cash flows are the Company’s best estimate based on past events, current conditions and reasonable and
supportable economic forecasts.
Assets Held in Rabbi Trust
The Company maintains a non-qualified deferred compensation program for certain employees. Deferred amounts
are invested in variable whole life insurance policies owned by the Company supporting the deferred obligation and are
held in a rabbi trust. Participants elect to invest in various hypothetical equity and debt securities offered within the plan on
a notional basis. The net change in the carrying value of the underlying assets held in the rabbi trust is recorded in other
income, net. The change in the deferred compensation liability as a result of the change in the notional value of the
participants accounts is recorded as a component of selling, general and administrative expense in the consolidated
statements of operations.
Fair Value Measurements
U.S. GAAP defines the fair value of a financial instrument as the amount that would be received from the sale of an
asset in an orderly transaction between market participants at the measurement date. The Company is responsible for the
determination of fair value and the supporting methodologies and assumptions. The Company uses various pricing sources
and third parties to provide and validate the values utilized.
The degree of judgment used in measuring the fair value of financial instruments is generally inversely correlated
with the level of observable valuation inputs. Financial instruments with quoted prices in active markets generally have
more pricing observability and less judgment is used in measuring fair value. Financial instruments for which no quoted
prices are available have less observability and are measured at fair value using valuation models or other pricing
techniques that require more judgment.
Assets recorded at fair value are measured and classified in accordance with a fair value hierarchy consisting of the
three “levels” based on the observability of inputs available in the marketplace used to measure the fair values as discussed
below:
•
Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical,
unrestricted assets or liabilities;
•
Level 2: Quoted prices in markets that are not active, or inputs which are observable, either directly or
indirectly, for substantially the full term of the asset or liability; or
•
Level 3: Unobservable inputs reflect management’s best estimate of what market participants would use in
pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the
valuation technique and the risk inherent in the inputs to the model. Management estimates include certain
pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable
inputs.

MARCUS & MILLICHAP, INC.
Notes to Consolidated Financial Statements
F-15
Recurring Fair Value Measurements
The Company values its investments including commercial paper and floating net asset value money market funds
recorded in cash, cash equivalents, and restricted cash, investments in marketable debt securities, available-for-sale, assets
held in the rabbi trust, deferred compensation liability, contingent and deferred consideration and investments in
convertible notes at fair value on a recurring basis.
Fair values for investments included in cash, cash equivalents, and restricted cash and marketable debt securities,
available-for-sale, were determined for each individual security in the investment portfolio and all these securities are
Level 1 or 2 measurements as appropriate.
Fair values for assets held in the rabbi trust and related deferred compensation liability were determined based on
the cash surrender value of the Company owned variable life insurance policies and underlying investments in the trust,
and are Level 2 and Level 1 measurements, respectively.
Contingent consideration in connection with acquisitions, is carried at fair value and determined on a contract-by-
contract basis, calculated using unobservable inputs based on a probability of achieving EBITDA and other performance
requirements (refer to Note 9 – “Fair Value Measurements”), and is a Level 3 measurement. Deferred consideration in
connection with acquisitions is carried at fair value and calculated using a discounted cash flow estimate with the only
remaining condition on such payments being the passage of time, and is a Level 2 measurement.
We have elected to account for our investments in convertible notes, included in other assets, under the fair value
option, with changes in fair value recognized in other income, net in the consolidated statement of operations. We estimate
the fair value of each convertible note at each balance sheet date using a scenario-based framework that incorporates
various scenarios weighted based on the expected likelihood of occurrence. Within each scenario, a discounted cash flow
approach was utilized, taking the expected settlement for the event, and discounting it based on the expected timing and a
discount rate. Each of the assumptions in the model were considered significant assumptions. We noted that a change in the
expected probability, expected payoff, timing, or discount rate, would result in a change to the fair value ascribed to the
convertible notes. As these are significant inputs not observable in the market, the valuation is classified as a Level 3
measurement.
Nonrecurring Fair Value Measurements
In accordance with U.S. GAAP, from time to time, the Company may measure certain assets at fair value on a
nonrecurring basis. The Company reviews the carrying value of intangibles, goodwill and other assets for indications of
impairment at least annually. When indications of potential impairment are identified, the Company may be required to
determine the fair value of those assets and record an adjustment for the carrying amount in excess of the fair value
determined. Any fair value determination would be based on valuation approaches, which are appropriate under the
circumstances and utilize Level 2 and Level 3 measurements as required.
Assets and Liabilities not Measured at Fair Value
The Company’s commissions receivable, amounts due from employees and investment sales and financing
professionals (included in the other assets, current and other assets, non-current captions), accounts payable and other
liabilities and commissions payable (included in deferred compensation and commissions, current and deferred
compensation and commissions, non-current captions) are carried at cost, which approximates fair value based on their
immediate or short-term maturities and terms which approximate current market rates.
The Company’s obligations under stock appreciation rights (“SARs”) liability (included in the deferred
compensation and commissions, current and deferred compensation and commissions, non-current captions) bear interest
at a variable rate based on U.S. Treasuries, and the Company has determined that the carrying value approximates their fair
value.

MARCUS & MILLICHAP, INC.
Notes to Consolidated Financial Statements
F-16
Property and Equipment, Net
Property and equipment are stated at cost less accumulated depreciation and amortization. The Company uses the
straight-line method for depreciation and amortization. Depreciation and amortization is recorded over estimated useful
lives ranging from three to seven years.
The Company evaluates its fixed assets for impairment whenever events or changes in circumstances indicate that
the carrying amount of an asset may not be recoverable.
Other Assets
Other assets consist primarily of securities, held-to-maturity, investments in convertible notes, loan performance fee
receivable, security deposits made in connection with operating leases, customer trust accounts, employee notes receivable
and other assets and receivables. In connection with a brokerage transaction, the Company may need to, or be required to,
hold cash in escrow for a transaction participant. These amounts are deposited into separate customer trust accounts
controlled by the Company. The amounts are included in current other assets, net, with a corresponding liability included in
accounts payable and other liabilities, both in the consolidated balance sheets.
Leases
The Company utilizes operating leases for all its facilities and autos. The Company determines if an arrangement is
a lease at inception. Right-of-use assets (“ROU assets”) represent the Company’s right to use an underlying asset for the
lease term and lease liabilities represent the Company’s contractual obligation to make lease payments under the lease.
Operating leases are included in operating lease ROU assets, and operating lease liabilities, current and non-current
captions in the consolidated balance sheets.
ROU assets and liabilities are recognized on the commencement date based on the present value of lease payments
over the lease term. Lease agreements may contain periods of free rent or reduced rent, predetermined fixed increases in
the minimum rent and renewal or termination options, all of which add complexity and impact the determination of the
lease term and lease payments to be used in calculating the lease liability. Certain facility leases provide for rental
escalations related to increases in the lessors’ direct operating expenses. The Company uses the implicit rate in the lease
when determinable. As most of the Company’s leases do not have a determinable implicit rate, the Company uses an
estimated incremental borrowing rate calculated on a spread over treasuries based on our estimated credit rating for the
indicated term of the lease based on the information available on the commencement date of the lease. The Company
typically leases general purpose built-out office space, which reverts to the lessor upon termination of the lease. Any
payments for completed improvements, determined to be owed by the lessor, net of incentives received, are recorded as an
increase to the ROU asset and considered in the determination of the lease cost.
The Company has lease agreements with lease and non-lease components, which are accounted for as a single lease
component. Lease cost is recognized on a straight-line basis over the lease term. Variable lease payments consist of
common area costs, insurance, taxes, utilities, parking and other lease related costs, which are determined principally based
on billings from landlords. Sub-lease income is recorded as a component of selling general and administrative expense in
the consolidated statements of operations.
Litigation
The Company is subject to various legal proceedings and claims that arise in the ordinary course of business, some
of which involve claims for damages that are substantial in amount. Most of these litigation matters are covered by
insurance, which contain deductibles, exclusions, claim limits and aggregate policy limits. While the ultimate liability for
these legal proceedings cannot be determined, the Company uses judgment in the evaluation of claims and the need for
accrual for loss contingencies quarterly. The Company records an accrual for litigation related losses where the likelihood
of loss is both probable and estimable. The Company accrues legal fees for litigation as the legal services are provided.

MARCUS & MILLICHAP, INC.
Notes to Consolidated Financial Statements
F-17
Advertising Costs
Advertising costs are expensed as incurred. Advertising costs are included in selling, general and administrative
expense in the accompanying consolidated statements of operations.
Income Taxes
The Company accounts for income taxes under the asset and liability method. The Company recognizes deferred tax
assets and liabilities for the future tax consequences attributable to (i) differences between the financial statement carrying
amounts of existing assets and liabilities and their respective tax basis, and (ii) operating losses and tax credit
carryforwards. The Company measures existing deferred tax assets and liabilities using enacted tax rates expected to apply
to taxable income in the years in which the Company expects to have temporary differences realized or settled. The
Company recognizes in the (benefit) provision for income taxes, the effect on deferred tax assets and liabilities of a change
in tax rates in the period that includes the enactment date. The Company periodically evaluates deferred tax assets to assess
whether it is likely that the deferred tax assets will be realized. In determining whether a valuation allowance is required,
the Company considers the timing of deferred tax reversals, current year taxable income and historical performance.
Valuation allowances are provided against deferred tax assets when it is more-likely-than-not that some portion or all of the
deferred tax asset will not be realized.
Because of the nature of the Company’s business, which includes activity in the U.S. and Canada, incorporating
numerous states and provinces as well as local jurisdictions, the Company’s tax position can be complex. As such, the
Company’s effective tax rate is subject to changes as a result of fluctuations in the mix of its activity in the various
jurisdictions in which the Company operates including changes in tax rates, state apportionment, tax related interest and
penalties, valuation allowances and other permanent items. Calculating some of the amounts involves a high degree of
judgment.
The Company evaluates its tax positions quarterly. The threshold for recognizing the benefits of tax return positions
in the financial statements is “more likely than not” to be sustained by the taxing authority and requires measurement of a
tax position meeting the more-likely-than-not criterion, based on the largest benefit that is more than 50% likely to be
realized. The Company assesses its inventory of tax positions with respect to all applicable income tax issues for all open
tax years (in each respective jurisdiction) and determines whether uncertain tax positions are required to be recognized in
the Company’s consolidated financial statements.
The Company recognizes interest and penalties incurred as income tax expense.
Stock-Based Compensation
The Company measures and records compensation expense for all stock-based awards made to employees,
independent contractors and non-employee directors. Awards are issued under the Amended and Restated 2013 Omnibus
Equity Incentive Plan (the “Plan”) and 2013 Employee Stock Purchase Plan (the “ESPP”).
For awards made to the Company’s employees, directors and independent contractors, the Company initially values
restricted stock units (“RSUs”) and restricted stock awards (“RSAs”) based on the grant date closing price of the
Company’s common stock. For awards with periodic vesting, the Company recognizes the related expense on a straight-
line basis over the requisite service period for the entire award, subject to periodic adjustments to ensure that the
cumulative amount of expense recognized through the end of any reporting period is at least equal to the portion of the
grant date value of the award that has vested through that date. The Company accounts for forfeitures as they occur.
For shares issued under the ESPP, the Company determined that the ESPP was a compensatory plan and is required
to expense the fair value of the awards over each six-month offering period. The Company estimates the fair value of these
awards using the Black-Scholes option pricing model. The Company calculates the expected volatility based on the
historical volatility of the Company’s common stock, the risk-free interest rate based on the U.S. Treasury yield curve in
effect at the time of grant, both consistent with the term of the offering period. The Company includes a dividend yield
based on the recurring semi-annual dividend. The Company accounts for forfeitures as they occur.

MARCUS & MILLICHAP, INC.
Notes to Consolidated Financial Statements
F-18
Earnings per Share
Basic weighted average shares outstanding prior to December 31, 2022 included vested, but unissued, deferred stock
units (“DSUs”). As of December 31, 2022, all DSUs were settled. The difference between basic and diluted weighted
average shares outstanding represents the dilutive impact of common stock equivalents consisting of shares to be issued
under the Plan and ESPP, and contingently issuable shares in connection with stock settled consideration for acquired
businesses.
Foreign Currency Translation
The Company prepares the financial statements of its Canadian subsidiary using the local currency as the functional
currency. The assets and liabilities of the Company’s Canadian subsidiary are translated into U.S. dollars at the rates of
exchange at the balance sheet date with the resulting translation adjustments included as a separate component of
stockholder’s equity through other comprehensive (loss) income in the consolidated statements of comprehensive (loss)
income.
Income and expenses are translated at the average monthly rates of exchange. The Company includes gains and
losses from foreign currency transactions in other income, net in the consolidated statements of operations.
The effect of foreign currency translation on cash, cash equivalents, and restricted cash is reflected in cash flows
from operating activities on the consolidated statements of cash flows, and is not material for any period presented.
Taxes Collected from Clients and Remitted to Governmental Authorities
The Company accounts for tax assessed by any governmental authority that is based on revenue or transaction value
(e.g. sales, use and value added taxes) on a net basis, and, accordingly, such amounts are not included in revenue. Collected
amounts are recorded as a current liability until paid.
Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of
the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual
results could differ from those estimates.
Concentrations of Credit Risk
Financial instruments that potentially subject the Company to a concentration of credit risk principally consist of
cash, cash equivalents, and restricted cash, investments in marketable debt securities, available-for-sale, investments in
strategic alliance partners (included under other assets), security deposits (included under other assets, current and non-
current), and commissions receivable, net. Cash, cash equivalents, and restricted cash are placed with high-credit quality
financial institutions and invested in high-credit quality money market funds and commercial paper. Concentrations and
ratings of investments in marketable debt securities, available-for-sale are limited by the approved investment policy.
To reduce its credit risk, the Company monitors the credit standing of the financial institutions and money market
funds that represent amounts recorded as cash, cash equivalents, and restricted cash. The Company historically has not
experienced any significant losses related to cash, cash equivalents, and restricted cash.
In September 2021, the Company entered into a Strategic Alliance with MTRCC pursuant to which the Company
has agreed to provide loan opportunities that may be funded through MTRCC’s Delegated Underwriting and Servicing
Agreement (“DUS Agreement”) with Fannie Mae that requires MTRCC to guarantee a portion of each loan funded. On a
loan-by-loan basis, the Company, at its option, can indemnify a portion of MTRCC’s guarantee obligation of loan
opportunities presented to and closed by MTRCC through the DUS Agreement. The Company manages and limits the
concentration of risk related to the guarantees assumed by monitoring the underlying property type, geographic location,
credit of the borrowers, underlying debt service coverage, and loan to value ratios.

MARCUS & MILLICHAP, INC.
Notes to Consolidated Financial Statements
F-19
The Company derives its revenue from a broad range of real estate investors, owners, and users in the United States
and Canada, none of which individually represents a significant concentration of credit risk. The Company maintains
allowances, as needed, for estimated credit losses based on management’s assessment of the likelihood of collection. For
the years ended December 31, 2024, 2023, and 2022, no transaction represented 10% or more of total revenue. Further,
while one or more transactions may represent 10% or more of commissions receivable at any reporting date, amounts due
for brokerage and financing transactions are typically collected within 10 days of settlement and, therefore, do not expose
the Company to significant credit risk.
During the year ended December 31, 2024, 2023, and 2022, the Company’s Canadian operations represented
approximately 5%, 4%, and 2%, respectively, of total revenue.
During each of the years ended December 31, 2024, 2023, and 2022, no office represented 10% or more of total
revenue.
Business Combinations
The Company accounts for business combinations using the acquisition method of accounting, under which the
consideration for the acquisition, including the fair value of any contingent and deferred consideration, is allocated to the
assets acquired and liabilities assumed. The Company recognizes identifiable assets acquired and liabilities assumed at
their acquisition date fair values as determined by management as of the acquisition date. The excess of the consideration
over the assets acquired net of liabilities assumed is recognized as goodwill. During the measurement period, which is not
to exceed one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities
assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent
adjustments are recorded as expense in the consolidated statements of operations.
In connection with certain acquisitions, the Company enters into agreements to pay additional cash amounts based
on the achievement of certain performance measures and/or service and time requirements. Contingent and deferred
consideration in connection with the acquisition of a business is measured at fair value on the acquisition date and
remeasured at fair value each reporting period thereafter until the consideration is settled in cash or stock, with changes in
fair value recorded in selling, general and administrative expense in the consolidated statements of operations.
Acquisition-related costs, such as due diligence, legal and accounting fees, are expensed as incurred and not
considered in determining the fair value of the acquired assets. Acquisition-related costs are reflected in selling, general
and administrative expense in the consolidated statements of operations.
Goodwill and Other Intangible Assets
The Company evaluates goodwill for impairment annually in the fourth quarter. In addition to the annual impairment
evaluation, the Company evaluates at least quarterly whether events or circumstances have occurred in the period
subsequent to the annual impairment testing which indicate that it is more likely than not an impairment loss has occurred.
The initial impairment evaluation of goodwill is a qualitative assessment and is performed to assess whether the fair value
of a reporting unit is less than its carrying amount. The Company completes a quantitative impairment test if evidence from
the qualitative assessment indicates that it is more likely than not that the fair value of the reporting unit is less than its
carrying amount. If the Company determines the quantitative impairment test is required, the estimated fair value of the
reporting unit is determined and compared to its carrying amount, including goodwill. If the carrying amount exceeds the
estimated fair value, an impairment loss is recognized equal to that excess. The loss recognized cannot exceed the carrying
amount of goodwill. The Company currently has only one reporting unit, therefore, all goodwill is allocated to that one
reporting unit.
The Company evaluates its finite-lived intangible assets for impairment at least annually, or as events or changes in
circumstances indicate the carrying value may not be recoverable. The Company records an impairment loss if impairment
triggers exist and the fair value of the asset is less than the asset’s carrying amount. The Company measures recoverability
by comparing the carrying amount to the future undiscounted cash flows that the intangible assets are expected to generate.
If the carrying value of the intangible assets are not recoverable, the impairment recognized is measured as the amount by
which the carrying value exceeds its fair value. The Company’s intangible assets primarily include non-compete

MARCUS & MILLICHAP, INC.
Notes to Consolidated Financial Statements
F-20
agreements, customer relationships and contracts in progress that resulted from its business combinations. These intangible
assets are generally amortized on a straight-line basis using a useful life between 1 and 7 years.
Segment Reporting
The Company has one reportable segment: commercial real estate services. The commercial real estate services
segment is the aggregation of our two operating segments: investment sales and financing services. Investment sales and
financing services share similar customers, economic characteristics and regulatory environment. The commercial real
estate services segment provides these integrated services to investors in commercial real estate, delivered through a
network of offices, housing both investment sales and financing professionals, supported by an integrated national
platform. The chief operating decision maker (“CODM”) uses net (loss) income to evaluate the overall needs and
opportunities of the Company as a whole based on strategic directions and growth initiatives, some of which may apply to
parts or all of the organization. Net (loss) income is used to monitor budget versus actual results, as well as to benchmark
the Company’s performance to its peer group. The CODM uses this assessment of performance in determining
management compensation. The Company’s CODM is its Chief Executive Officer.
Recent Accounting Pronouncements
In October 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update
(“ASU”) 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and
Simplification Initiative (“ASU 2023-06”). ASU 2023-06 was issued in response to the SEC’s final amendments in Release
No. 33-10532, Disclosure Update and Simplification that updated and simplified disclosure requirements that the SEC
believed were duplicative, overlapping, or outdated, and to align the requirements in the FASB Accounting Standards
Codification (“Codification”) with the SEC’s disclosure requirements. The effective date for each amendment in ASU
2023-06 will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K
becomes effective, with early adoption prohibited. If the SEC has not removed the applicable requirement from Regulation
S-X or Regulation S-K by June 30, 2027, the pending content of the related amendment will be removed from the
Codification and will not become effective for any entity. The Company does not expect the adoption of ASU 2023-06 to
have a material impact on its consolidated financial statements and related disclosures.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable
Segment Disclosures (“ASU 2023-07”), requiring public entities to disclose information about their reportable segments’
significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable
segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and
reconciliation requirements in the Codification Topic 280 on an interim and annual basis. The Company adopted ASU
2023-07 during the year ended December 31, 2024. See Note 15 – “Segment Information” in the accompanying notes to
the consolidated financial statements for further detail.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax
Disclosures (“ASU 2023-09”), to require disaggregated information about a reporting entity’s effective tax rate
reconciliation, as well as information on income taxes paid. The new requirements should be applied on a prospective basis
with an option to apply them retrospectively. ASU 2023-09 will be effective for annual periods beginning after December
15, 2024, with early adoption permitted. The Company is evaluating the impact this ASU will have on its consolidated
financial statements and related disclosures.
In March 2024, the FASB issued ASU 2024-02, Codification Improvements - Amendments to Remove References
to the Concepts Statements (“ASU 2024-02”), which removes references to various FASB Concepts Statements in the
guidance to simplify the Codification and draw a distinction between authoritative and nonauthoritative literature. ASU
2024-02 is effective on a prospective basis, with the option for retrospective application, for annual periods beginning after
December 15, 2024, with early adoption permitted. The Company does not expect the adoption of ASU 2024-02 to have a
material impact on its consolidated financial statements and related disclosures.
In November 2024, the FASB issued ASU 2024-03 Income Statement - Reporting Comprehensive Income -
Expense Disaggregation Disclosures (Subtopic 220-40). The new guidance is intended to provide investors enhanced
disclosures and requires public entities to disaggregate key expense types. The update is effective for fiscal years beginning
after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027, with early adoption

MARCUS & MILLICHAP, INC.
Notes to Consolidated Financial Statements
F-21
permitted. The disclosure updates are required to be applied prospectively with the option for retrospective application.
While the adoption is not expected to have an impact on our consolidated financial statements, it is expected to result in
incremental disclosures within the footnotes to our consolidated financial statements.
3.
Property and Equipment, Net
Property and equipment, net consisted of the following (in thousands):
December 31,
2024
2023
Computer software and hardware equipment
$
52,208
$
49,851
Furniture, fixtures and equipment
24,938
26,097
Less: accumulated depreciation and amortization
(51,007)
(48,498)
$
26,139
$
27,450
Depreciation expense for property and equipment was $9.4 million, $8.9 million and $7.5 million for the years
ended December 31, 2024, 2023 and 2022, respectively.
During the years ended December 31, 2024 and 2023, the Company wrote-off approximately $6.8 million and $2.0
million, respectively, of fully depreciated computer software and hardware equipment and furniture, fixtures and
equipment.
4.
Operating Leases
The Company has operating leases for all of its facilities and autos. The operating lease cost, included in selling,
general and administrative expense in the consolidated statements of operations, consisted of the following (in thousands):
Years Ended
December 31,
2024
2023
Operating lease cost:
Lease cost(1)
$
29,057
$
30,269
Variable lease cost(2)
6,241
5,283
Sublease income
(1,037)
(976)
$
34,261
$
34,576
(1)
Includes charges related to consolidation of office space during the year ended December 31, 2024 and 2023.
(2)
Primarily relates to common area maintenance, property taxes, insurance, utilities and parking.
Maturities of lease liabilities by year consisted of the following (in thousands):
December 31,
2024
2025
$
22,183
2026
20,827
2027
15,706
2028
12,260
2029
8,716
Thereafter
16,953
Total future minimum lease payments
96,645
Less imputed interest
(12,422)
Present value of operating lease liabilities
$
84,223

MARCUS & MILLICHAP, INC.
Notes to Consolidated Financial Statements
F-22
Other information related to the operating leases consisted of the following:
December 31,
2024
2023
Weighted average remaining operating lease term
5.11 years
5.40 years
Weighted average discount rate
5.2 %
4.7 %
5.
Investments in Marketable Debt Securities, Available-for-Sale
Amortized cost, allowance for credit losses, gross unrealized gains (losses) in accumulated other comprehensive
(loss) income and fair value of marketable debt securities, available-for-sale, by type of security consisted of the following
(in thousands):
December 31, 2024
Amortized
Cost
Allowance
for Credit
Losses
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value
Short-term investments:
U.S. treasuries
$
29,515
$
—
$
20
$
(18) $
29,517
Corporate debt
160,152
—
55
(57)
160,150
$
189,667
$
—
$
75
$
(75) $
189,667
Long-term investments:
U.S. treasuries
$
819
$
—
$
—
$
(46) $
773
U.S. government sponsored entities
996
—
3
(70)
929
Corporate debt
31,820
—
139
(1,025)
30,934
Asset-backed securities (“ABS”) and other
18,731
—
114
(334)
18,511
$
52,366
$
—
$
256
$
(1,475) $
51,147
December 31, 2023
Amortized
Cost
Allowance
for Credit
Losses
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value
Short-term investments:
U.S. treasuries
$
91,951
$
—
$
60
$
(171) $
91,840
Corporate debt
77,067
—
14
(40)
77,041
$
169,018
$
—
$
74
$
(211) $
168,881
Long-term investments:
U.S. treasuries
$
10,097
$
—
$
—
$
(245) $
9,852
U.S. government sponsored entities
1,069
—
29
(58)
1,040
Corporate debt
45,990
—
244
(1,669)
44,565
ABS and other
12,382
—
72
(452)
12,002
$
69,538
$
—
$
345
$
(2,424) $
67,459

MARCUS & MILLICHAP, INC.
Notes to Consolidated Financial Statements
F-23
The Company’s investments in marketable debt securities, available-for-sale, that have been in a continuous
unrealized loss position, for which an allowance for credit losses has not been recorded, by type of security consisted of the
following (in thousands):
December 31, 2024
Less than 12 months
12 months or greater
Total
Fair
Value
Gross
Unrealized
Losses
Fair
Value
Gross
Unrealized
Losses
Fair
Value(1)
Gross
Unrealized
Losses
U.S. treasuries
$
—
$
—
$
10,050
$
(64) $
10,050
$
(64)
U.S. government sponsored entities
—
—
432
(70)
432
(70)
Corporate debt
15,654
(46)
25,520
(1,036)
41,174
(1,082)
ABS and other
6,393
(70)
4,333
(264)
10,726
(334)
$
22,047
$
(116) $
40,335
$
(1,434) $
62,382
$
(1,550)
December 31, 2023
Less than 12 months
12 months or greater
Total
Fair
Value
Gross
Unrealized
Losses
Fair
Value
Gross
Unrealized
Losses
Fair
Value(1)
Gross
Unrealized
Losses
U.S. treasuries
$
9,982
$
(1) $
20,610
$
(415) $
30,592
$
(416)
U.S. government sponsored entities
—
—
488
(58)
488
(58)
Corporate debt
45,251
(59)
30,423
(1,650)
75,674
(1,709)
ABS and other
1,701
(15)
5,988
(437)
7,689
(452)
$
56,934
$
(75) $
57,509
$
(2,560) $
114,443
$
(2,635)
(1)
The fair value excludes accrued interest receivable.
Gross realized gains and losses from the sales of the Company’s marketable debt securities, available-for-sale,
consisted of the following (in thousands):
Years Ended December 31,
2024
2023
2022
Gross realized gains (1)
$
—
$
—
$
113
Gross realized losses (1)
$
—
$
(190) $
(27)
(1)
Recorded in other income, net in the consolidated statements of operations. The cost basis of securities sold were
determined based on the specific identification method.
The Company invests its excess cash in a diversified portfolio of fixed and variable rate debt securities to meet
current and future cash flow needs. All investments are made in accordance with the Company’s approved investment
policy. As of December 31, 2024, the portfolio had a weighted average credit rating of A+ and a weighted term to
contractual maturity of 2.3 years. As of December 31, 2024 the Company had 152 securities in the portfolio representing
an unrealized aggregate loss of $1.6 million, or 1% of amortized cost, and a weighted average credit rating of A+.
As of December 31, 2024, the Company performed an impairment analysis and determined an allowance for credit
losses was not required. The Company determined that it did not have an intent to sell and it was not more likely than not
that the Company would be required to sell any security based on its current liquidity position, or to maintain compliance
with its investment policy, specifically as it relates to minimum credit ratings. The Company evaluated the securities with
an unrealized loss considering severity of loss, credit ratings, specific credit events during the period since acquisition,
overall likelihood of default, market sector, potential impact from the current economic environment, including interest
rates, geopolitical unrest and a review of an issuer’s and securities’ liquidity and financial strength, as needed. The
Company concluded that it would receive all scheduled interest and principal payments. The Company, therefore,
determined qualitatively that the unrealized loss was related to changes in interest rates and other market factors and
therefore no allowance for credit losses was required.

MARCUS & MILLICHAP, INC.
Notes to Consolidated Financial Statements
F-24
Amortized cost and fair value of marketable debt securities, available-for-sale, by contractual maturity consisted of
the following (in thousands, except weighted average data):
December 31, 2024
December 31, 2023
Amortized
Cost
Fair Value
Amortized
Cost
Fair Value
Due in one year or less
$
189,667
$
189,667
$
169,018
$
168,881
Due after one year through five years
26,315
25,944
48,241
47,200
Due after five years through ten years
11,246
10,716
12,950
12,279
Due after ten years
14,805
14,487
8,347
7,980
$
242,033
$
240,814
$
238,556
$
236,340
Weighted average contractual maturity
2.3 years
1.9 years
Actual maturities may differ from contractual maturities because certain issuers have the right to prepay certain
obligations with or without prepayment penalties.
6.
Acquisitions, Goodwill and Other Intangible Assets
Goodwill is recorded as part of the Company’s acquisitions and primarily arose from the acquired assembled
workforce and brokerage and financing sales platforms. The Company expects all of the goodwill to be tax deductible, with
the tax-deductible amount of goodwill related to the contingent and deferred consideration to be determined once the cash
payments are made to settle any contingent and deferred consideration. The goodwill resulting from acquisitions is
allocated to the Company’s one reporting unit.
Goodwill and intangible assets, net consisted of the following (in thousands):
December 31, 2024
December 31, 2023
Gross
Carrying
Amount
Accumulated
Amortization
Net Book
Value
Gross
Carrying
Amount
Accumulated
Amortization
Net Book
Value
Goodwill and intangible assets:
Goodwill
$
37,597
$
—
$
37,597
$
38,046
$
—
$
38,046
Intangible assets (1)
19,123
(13,199)
5,924
31,022
(17,885)
13,137
$
56,720
$
(13,199) $
43,521
$
69,068
$
(17,885) $
51,183
(1)
Total weighted remaining average amortization period was 3.5 years and 3.8 years as of December 31, 2024 and 2023,
respectively. Intangible assets principally include non-compete agreements and customer relationships.
The Company recorded amortization expense for intangible assets of $7.2 million for the year ended December 31,
2024 and $4.7 million for the years ended December 31, 2023 and 2022. The amortization expense of $7.2 million for the
year ended December 31, 2024 includes an accelerated amortization of $1.2 million and an impairment of $2.2 million of
certain intangible assets resulting from changes in estimates.
The changes in the carrying amount of goodwill consisted of the following (in thousands):
Years Ended December 31,
2024
2023
Beginning balance
$
38,046
$
37,914
Impact of foreign currency translation
(449)
132
Ending balance
$
37,597
$
38,046

MARCUS & MILLICHAP, INC.
Notes to Consolidated Financial Statements
F-25
Estimated amortization expense for intangible assets by year for the next five years and thereafter consisted of the
following (in thousands):
Years Ended
December 31,
2025
$
2,113
2026
1,387
2027
1,214
2028
1,210
$
5,924
As of December 31, 2024, the Company considered the impact of economic conditions and evaluated its goodwill
and intangible assets for impairment testing. The Company estimated the recoverability of the intangible assets by
comparing the carrying amount of each asset to the future undiscounted cash flows that the Company expects the asset to
generate. The sum of the undiscounted expected future cash flows related to a prior acquisition was lower than the carrying
amount of the intangible assets. We determined the fair value to be nominal based on a discounted cash flow over the
remaining useful life, resulting in an impairment of the related intangible assets of $2.2 million. The Company concluded
that there was no impairment of goodwill during the year ended December 31, 2024 and no impairment of goodwill and
intangible assets during the year ended December 31, 2023.
7.
Selected Balance Sheet Data
Allowances on Advances and Loans
Allowance for credit losses for advances and loans as of December 31, 2024 and 2023 was $1.2 million and
$0.7 million, respectively.
Other Assets
Other assets consisted of the following (in thousands):
Current
December 31,
Non-Current
December 31,
2024
2023
2024
2023
Security deposits
$
—
$
—
$
1,300
$
1,491
Employee notes receivable
28
37
88
26
Securities, held-to-maturity(1)
—
9,500
9,500
—
Loan performance fee receivable
3,310
1,725
12,529
7,885
Investments in convertible notes(2)
6,347
—
—
5,081
Other(3)
5,858
4,941
209
489
$
15,543
$
16,203
$
23,626
$
14,972
(1)
In connection with the Strategic Alliance with MTRCC, the Company held a $9.5 million Mandatorily Redeemable
Fixed-Rate Cumulative Preferred Stock investment in MTRCC classified as held-to-maturity, which was scheduled to
be redeemed on September 1, 2024. In anticipation of the redemptions, the Company purchased, and net settled,
$9.5 million of Mandatorily Redeemable Fixed-Rate Cumulative Preferred Stock of MTRCC on August 26, 2024. The
new securities are classified as held-to-maturity, are expected to mature on August 26, 2027 and the preferred dividend
is based on the one-year treasury rate.
(2)
The Company purchased convertible notes with principal balances aggregating $5.0 million during the fourth quarter
2023 in connection with strategic alliances with companies in the real estate sector. The convertible notes accrue
interest at rates between 6% and 10%, are convertible into equity for premiums and mature in a weighted average 0.7
years subject to extension at the option of the holders. The Company has elected to account for its investments in
convertible notes under the fair value option; see Note 9 - "Fair Value Measurements" for additional information.
(3)
Other primarily includes customer trust accounts and prepaid lease costs.

MARCUS & MILLICHAP, INC.
Notes to Consolidated Financial Statements
F-26
Deferred Compensation and Commissions
Deferred compensation and commissions consisted of the following (in thousands):
Current
December 31,
Non-Current
December 31,
2024
2023
2024
2023
SARs liability (1)
$
2,603
$
2,480
$
9,518
$
11,418
Commissions payable to investment sales and
financing professionals
63,952
52,689
15,608
28,198
Deferred compensation liability (1)
173
201
8,131
8,155
Other
469
399
—
—
$
67,197
$
55,769
$
33,257
$
47,771
(1)
The SARs and deferred compensation liabilities become subject to payout at the time the participant is no longer
considered a service provider. As a result of the retirement of certain participants, estimated amounts to be paid to
participants within the next twelve months have been classified as current.
SARs Liability
Prior to the IPO, certain employees of the Company were granted SARs under a stock-based compensation program
assumed by MMC. In connection with the IPO, the SARs agreements were revised, the MMC liability of $20.0 million for
the SARs was frozen as of March 31, 2013 and was transferred to MMI through a capital distribution. The SARs liability
will be settled with each participant in ten annual installments in January of each year upon retirement or termination from
service, or in full upon consummation of a change in control of the Company.
Under the revised agreements, MMI is required to accrue interest on the outstanding balance beginning on January 1,
2014, at a rate based on the 10-year treasury note, plus 2%. The rate resets annually. The rates at January 1, 2024, 2023 and
2022 were 5.95%, 5.79% and 3.63%, respectively. MMI recorded interest expense related to this liability of $681,000,
$761,000 and $542,000 for the years ended December 31, 2024, 2023 and 2022, respectively.
Estimated payouts within the next twelve months for participants that have separated from service have been
classified as current. The Company made payments of $2.5 million and $2.3 million during the years ended December 31,
2024 and 2023, respectively, consisting of principal and accumulated interest.
Commissions Payable
Certain investment sales and financing professionals can earn additional commissions after meeting certain annual
revenue thresholds. These commissions are recognized as cost of services in the period in which they are earned as they
relate to specific transactions closed. The Company may defer payment of certain commissions, at its election, for up to
three years. Commissions that are not expected to be paid within twelve months are classified as long-term.
Deferred Compensation Liability
A select group of management is eligible to participate in the Marcus & Millichap Deferred Compensation Plan (the
“Deferred Compensation Plan”). The Deferred Compensation Plan is a non-qualified deferred compensation plan that is
intended to comply with Section 409A of the Internal Revenue Code and permits participants to defer compensation up to
the limits set forth in the Deferred Compensation Plan. Amounts are paid out generally when the participant is no longer a
service provider; however, an in-service payout election is available to participants. Participants may elect to receive
payouts as a lump sum or quarterly over a two to fifteen-year period. The Company elected to fund the Deferred
Compensation Plan through Company-owned variable life insurance policies. The Deferred Compensation Plan is managed
by a third-party institutional fund manager, and the deferred compensation and investment earnings are held as a Company
asset in a rabbi trust, which is recorded in assets held in rabbi trust in the accompanying consolidated balance sheets. The

MARCUS & MILLICHAP, INC.
Notes to Consolidated Financial Statements
F-27
assets in the trust are restricted unless the Company becomes insolvent, in which case the trust assets are subject to the
claims of the Company’s creditors. The Company may also, in its sole and absolute discretion, elect to withdraw at any
time a portion of the trust assets by an amount by which the fair market value of the trust assets exceeds 110% of the
aggregate deferred compensation liability represented by the participants’ accounts. Estimated payouts within the next
twelve months for participants that have separated from service or elected an in-service payout have been classified as
current. During the years ended December 31, 2024 and 2023, the Company made total payments to participants of $2.0
million and $0.5 million respectively.
The assets held in the rabbi trust are carried at the cash surrender value of the variable life insurance policies, which
represents its fair value. The net change in the carrying value of the assets held in the rabbi trust and the net change in the
carrying value of the deferred compensation liability, each exclusive of additional contributions, distributions and trust
expenses, consisted of the following (in thousands):
Years Ended December 31,
2024
2023
2022
Increase (decrease) in the carrying value of the assets held in the rabbi
trust (1)
$
1,561
$
1,526
$
(1,743)
(Increase) decrease in the net carrying value of the deferred
compensation obligation (2)
$
(1,400) $
(1,439) $
1,743
(1)
Recorded in other income, net in the consolidated statements of operations.
(2)
Recorded in selling, general and administrative expense in the consolidated statements of operations.
Other Liabilities
Other liabilities consisted of the following (in thousands):
Current
December 31,
Non-Current
December 31,
2024
2023
2024
2023
Deferred consideration
$
411
$
1,178
$
—
$
393
Contingent consideration
4,614
819
117
4,663
Dividends payable
942
802
1,559
1,680
Loan guarantee obligation
1,426
725
5,238
3,194
Other
683
395
93
760
$
8,076
$
3,919
$
7,007
$
10,690
8.
Related-Party Transactions
Shared and Transition Services
Certain services are provided to the Company under a Transition Services Agreement (“TSA”) between MMC and
the Company. The TSA is intended to provide certain services until the Company acquires these services separately. In
addition, the Company charges MMC for certain shared licensing arrangements. Under the TSA, the Company earned net
charge-backs during the years ended December 31, 2024, 2023, and 2022 of $59,000, $77,000, and $64,000, respectively.
These amounts are included in selling, general and administrative expense in the accompanying consolidated statements of
operations.
Brokerage and Financing Services with the Subsidiaries of MMC
MMC has wholly or majority owned subsidiaries that buy and sell commercial real estate properties. The Company
performs certain brokerage and financing services related to transactions of the subsidiaries of MMC. For the years ended
December 31, 2024, 2023, and 2022, the Company earned real estate brokerage commissions and financing fees of
$1.9 million, $1.1 million, and $3.6 million, respectively, from transactions with subsidiaries of MMC related to these

MARCUS & MILLICHAP, INC.
Notes to Consolidated Financial Statements
F-28
services. The Company incurred cost of services of $1.2 million, $0.7 million, and $2.4 million respectively, related to this
revenue.
Operating Lease with MMC
The Company has an operating lease with MMC for a single-story office building located in Palo Alto, California,
which expires in May 2032. The related operating lease cost was $1.2 million for each of the years ended December 31,
2024 and 2023 and $1.3 million for the year ended December 31, 2022, respectively. Operating lease cost is included in
selling, general and administrative expense in the accompanying consolidated statements of operations. The related
operating lease ROU asset, net and operating lease liability as of December 31, 2024 were $7.0 million and $7.6 million,
respectively, and as of December 31, 2023 were $7.8 million and $8.3 million, respectively.
Amounts due to MMC
As of December 31, 2024 and 2023, the Company recorded a payable of $1,000 and $10,000 with MMC,
respectively. These amounts are included in accounts receivable and accounts payable, in the accompanying consolidated
balance sheets.
Other
The Company makes advances to non-executive employees from time-to-time. At December 31, 2024 and 2023, the
aggregate principal amount for employee notes receivable was $116,000 and $63,000, respectively, which is included in
other assets and in the accompanying consolidated balance sheets. See Note 7 – "Selected Balance Sheet Data".
As of December 31, 2024, George M. Marcus, the Company’s founder and Chairman, beneficially owned
approximately 39% of the Company’s issued and outstanding common stock, including shares owned by Phoenix
Investments Holdings, LLC and the Marcus Family Foundation II.

MARCUS & MILLICHAP, INC.
Notes to Consolidated Financial Statements
F-29
9.
Fair Value Measurements
Assets and liabilities carried at fair value on a recurring basis consisted of the following (in thousands):
December 31, 2024
December 31, 2023
Fair Value
Level 1
Level 2
Level 3
Fair Value
Level 1
Level 2
Level 3
Assets:
Assets held in rabbi trust
$ 12,191
$
—
$ 12,191
$
—
$ 10,838
$
—
$ 10,838
$
—
Convertible notes
$
6,347
$
—
$
—
$ 6,347
$
5,081
$
—
$
—
$ 5,081
Cash equivalents (1):
Commercial paper
$
—
$
—
$
—
$
—
$ 27,998
$
—
$ 27,998
$
—
Money market funds
90,737
90,737
—
—
68,364
68,364
—
—
$ 90,737
$ 90,737
$
—
$
—
$ 96,362
$ 68,364
$ 27,998
$
—
Marketable debt securities,
available-for-sale:
Short-term investments:
U.S. treasuries
$ 29,517
$ 29,517
$
—
$
—
$ 91,840
$ 91,840
$
—
$
—
Corporate debt
160,150
—
160,150
—
77,041
—
77,041
—
ABS and other
—
—
—
—
—
—
—
—
$189,667
$ 29,517
$160,150
$
—
$168,881
$ 91,840
$ 77,041
$
—
Long-term investments:
U.S. treasuries
$
773
$
773
$
—
$
—
$
9,852
$
9,852
$
—
$
—
U.S. government sponsored
entities
929
—
929
—
1,040
—
1,040
—
Corporate debt
30,934
—
30,934
—
44,565
—
44,565
—
ABS and other
18,511
—
18,511
—
12,002
—
12,002
—
$ 51,147
$
773
$ 50,374
$
—
$ 67,459
$
9,852
$ 57,607
$
—
Liabilities:
Contingent consideration
$
4,731
$
—
$
—
$ 4,731
$
5,482
$
—
$
—
$ 5,482
Deferred consideration
$
411
$
—
$
411
$
—
$
1,571
$
—
$
1,571
$
—
Deferred compensation liability
$
8,304
$
8,304
$
—
$
—
$
8,356
$
8,356
$
—
$
—
(1)
Included in cash, cash equivalents, and restricted cash on the accompanying consolidated balance sheets.
There were no transfers in or out of Level 3 during the years ended December 31, 2024 and 2023.
Contingent and Deferred Consideration
During the year ended December 31, 2024, the Company considered current interest rates and the probability of
achieving EBITDA and other performance targets in its determination of fair value for the contingent consideration. The
Company is uncertain as to the extent of the volatility in the unobservable inputs in the foreseeable future. Deferred
consideration in connection with acquisitions is carried at fair value and calculated using a discounted cash flow estimate
with the only remaining condition on such payments being the passage of time.
As of December 31, 2024 and December 31, 2023, contingent and deferred consideration had a maximum
undiscounted payment to be settled in cash or stock of $12.0 million and $14.7 million, respectively. Assuming the

MARCUS & MILLICHAP, INC.
Notes to Consolidated Financial Statements
F-30
achievement of the applicable performance criteria and/or service and time requirements, the Company anticipates these
payments will be made over the next one to two-year period. Changes in fair value are included in selling, general and
administrative expense in the consolidated statements of operations.
A reconciliation of contingent consideration measured at fair value on a recurring basis consisted of the following (in
thousands):
Twelve Months Ended
December 31,
2024
2023
Beginning balance
$
5,482
$
7,067
Change in fair value of contingent consideration(1)
43
(16)
Payments of contingent consideration
(794)
(1,569)
Ending balance
$
4,731
$
5,482
(1)
Includes immaterial impact of foreign currency translation.
Quantitative information about the valuation technique and significant unobservable inputs used in the valuation of
the Company’s Level 3 financial liabilities measured at fair value on a recurring basis consisted of the following (dollars in
thousands):
Fair Value at
December 31,
2024
Valuation Technique
Unobservable inputs
Range (Weighted Average)(1)
Contingent
consideration
$
4,731
Discounted cash flow
Expected life of cash flows
0.3-2.8 years
(0.4 years)
Discount rate
4.8%-6.1%
(5.9%)
Probability of achievement
0.0%-100.0%
(98.2%)
Fair Value at
December 31,
2023
Valuation Technique
Unobservable inputs
Range (Weighted Average)(1)
Contingent
consideration
$
5,482
Discounted cash flow
Expected life of cash flows
0.8-3.8 years
(1.4 years)
Discount rate
5.3%-6.4%
(6.1%)
Probability of achievement
11.1%-100.0%
(96.5%)
(1)
Unobservable inputs were weighted by the relative fair value of the instruments.
Convertible Notes
The fair value of the convertible notes considered (i) the contractual maturity which may be extended at the option of
the holders, (ii) a weighted average premium at settlement of 120% upon a subsequent financing, equity financing or a
change in control, and (iii) a weighted average discount rate of 14.4%. During the year ended December 31, 2024, the fair
value of the convertible notes increased by approximately $1.3 million primarily due to the reduction in the estimated time
to the settlement from a weighed average of 1.7 years to 0.8 years.
10.
Stockholders’ Equity
Common Stock
As of December 31, 2024 and December 31, 2023, there were 38,856,790 and 38,412,484 shares of common stock,
$0.0001 par value, issued and outstanding, which included unvested restricted stock awards (“RSAs”) issued to non-
employee directors, respectively. See Note 14 – “(Loss) Earnings per Share” for additional information.
On February 8, 2024, the Board of Directors declared a semi-annual regular dividend of $0.25 per share, with a
payment date of April 5, 2024, to stockholders of record at the close of business on March 12, 2024. On August 1, 2024,

MARCUS & MILLICHAP, INC.
Notes to Consolidated Financial Statements
F-31
the Board of Directors declared a second semi-annual regular dividend of $0.25 per share, with a payment date of
October 4, 2024, to stockholders of record at the close of business on September 16, 2024. The total dividends declared by
the Company during the year ended December 31, 2024 were $20.3 million.
As of December 31, 2024, the dividend payable related to unvested stock awards remaining to be paid upon vesting
of stock awards was $2.5 million The dividend payable is recorded in other liabilities in the consolidated balance sheets.
See Note 7 – “Selected Balance Sheet Data.”
Preferred Stock
The Company has 25,000,000 authorized shares of preferred stock with a par value $0.0001 per share. At
December 31, 2024 and December 31, 2023, there were no preferred shares issued or outstanding.
Accumulated Other Comprehensive (Loss) Income
Amounts reclassified from accumulated other comprehensive (loss) income are included as a component of other
income, net or selling, general and administrative expense, as applicable, in the consolidated statements of operations. The
reclassifications were determined on a specific identification basis.
The Company has not provided for U.S. taxes on unremitted earnings of its foreign subsidiary as it is operating at a
loss and has no earnings and profits to remit. As a result, deferred taxes were not provided related to the cumulative foreign
currency translation adjustments.
Repurchases of Common Stock
On August 2, 2022, the Company's Board of Directors authorized a common stock repurchase program (the
“Repurchase Program”) of up to $70 million. On May 2, 2023, the Company's Board of Directors authorized an additional
$70 million to repurchase common stock under the Repurchase Program. During the year ended December 31, 2024, the
Company repurchased and retired 16,900 shares of common stock for $0.6 million, at an average cost of $32.77 per share.
During the year ended December 31, 2023, the Company repurchased and retired 1,260,251 shares of common stock for
$38.9 million, at an average cost of $30.85 per share. As of December 31, 2024, $71.0 million remained authorized for
repurchases under the Repurchase Program.
11.
Stock-Based Compensation Plans
2013 Omnibus Equity Incentive Plan
The Company’s Board of Directors adopted the 2013 Omnibus Equity Incentive Plan (the “2013 Plan”) on October 7,
2013. In February 2017, the Board of Directors amended and restated the 2013 Plan, which was approved by the
Company’s stockholders in May 2017. In October 2023 and February 2024, the Board of Directors further amended the
2013 Plan to eliminate the term of the 2013 Plan and to make certain other best practice and administrative changes (the
2013 Plan, as amended, the “Amended Plan”). The Amended Plan was approved by the stockholders of the Company at the
2024 Annual Meeting of Stockholders.
Grants are made from time to time by the Compensation Committee at its discretion, subject to certain restrictions as
to the number and value of shares that may be granted to any individual. In addition, non-employee directors receive
annual grants under a Director Compensation Policy. The Compensation Committee, at its discretion, may credit dividend
equivalents to certain unvested awards as provided in the Amended Plan. Any dividend equivalents credited to unvested
awards are paid to the participant at the time the related grants vest. As of December 31, 2024, there were 2,829,238 shares
available for future grants under the Amended Plan.
Awards Granted and Settled
Under the Amended Plan, the Company has issued RSAs to non-employee directors and restricted stock units
(“RSUs”) to employees and independent contractors. RSAs vest over a one-year period from the date of grant, subject to
service requirements. RSUs generally vest in equal annual installments over a five-year period from the date of grant or

MARCUS & MILLICHAP, INC.
Notes to Consolidated Financial Statements
F-32
earlier as approved by the Compensation Committee. Dividend equivalents granted for unvested stock awards are paid at
the time the stock awards vest. Any unvested awards and dividend equivalents are forfeited upon termination as a service
provider. As of December 31, 2024, there were no issued or outstanding options, SARs, performance units or performance
share awards under the Amended Plan.
During the year ended December 31, 2024, 574,598 shares of RSUs and RSAs vested, with 168,681 shares of
common stock withheld to pay applicable required employee statutory withholding taxes based on the market value of the
shares on the vesting date. The shares withheld for taxes were returned to the share reserve and are available for future
issuance in accordance with provisions of the Amended Plan. Unvested RSUs will be settled through the issuance of new
shares of common stock.
Outstanding Awards
Activity under the Amended Plan consisted of the following (dollars in thousands, except weighted average per share
data):
Shares
Weighted-
Average Grant
Date Fair Value
Per Share
Nonvested shares at December 31, 2021⁽¹⁾
980,936
$
36.32
Granted
1,094,507
$
45.41
Vested
(306,276)
$
35.49
Forfeited/canceled
(27,706)
$
39.11
Nonvested shares at December 31, 2022⁽¹⁾
1,741,461
$
42.14
Granted
734,388
$
35.20
Vested
(465,480)
$
40.87
Forfeited/canceled
(10,624)
$
40.96
Nonvested shares at December 31, 2023⁽¹⁾
1,999,745
$
39.90
Granted(2)
607,597
$
36.04
Vested
(574,598)
$
39.37
Forfeited/canceled(3)
(46,737)
$
39.73
Nonvested shares at December 31, 2024⁽¹⁾
1,986,007
$
38.74
(1)
Nonvested RSUs will be settled through the issuance of new shares of common stock.
(2)
On May 2, 2024, stockholders of the Company approved the Amended Plan. On that same date, previously approved
RSU awards covering 547,424 shares were granted when the Amended Plan became effective.
(3)
Forfeited/canceled shares resulted in $22,000 of dividend equivalents forfeited in 2024.
As of December 31, 2024, the Company had unrecognized stock-based compensation relating to RSUs and RSAs of
approximately $57.7 million, which is expected to be recognized over a weighted-average period of 3.01 years.
The aggregate fair value of RSUs and RSAs that vested were $20.2 million, $15.1 million and $13.4 million for the
years ended December 31, 2024, 2023, and 2022, respectively.
Employee Stock Purchase Plan
In 2013, the Company adopted the 2013 Employee Stock Purchase Plan (the “ESPP”). The ESPP is intended to
qualify under Section 423 of the Internal Revenue Code and provides for consecutive, non-overlapping six-month offering
periods. The offering periods generally start on the first trading day on or after May 15 and November 15 of each year.
Qualifying employees may purchase shares of the Company stock at a discount based on the lower of the market price at
the beginning or end of the offering period, subject to Internal Revenue Service (“IRS”) limitations. The Company
determined that the ESPP was a compensatory plan and is required to expense the fair value of the awards over each six-
month offering period.

MARCUS & MILLICHAP, INC.
Notes to Consolidated Financial Statements
F-33
In October 2023 and February 2024, the Board of Directors amended the ESPP to (i) eliminate the term of the ESPP
such that the ESPP shall continue in effect until the ESPP is terminated by the Board of Directors or the Compensation
Committee, (ii) eliminate the “evergreen” feature providing for annual increases in the number of shares reserved for
issuance under the ESPP without stockholder approval, (iii) increase the discount qualifying employees may purchase
shares of the Company stock to 15% based on the lower of the market price at the beginning or end of the offering period,
subject to IRS limitations and (iv) make certain other best practice and administrative changes to the ESPP (the “Amended
ESPP”). The Amended ESPP was approved by the stockholders of the Company at the 2024 Annual Meeting of
Stockholders.
The ESPP initially had 366,667 shares of common stock reserved, and 80,532 shares of common stock remain
available for issuance as of December 31, 2024. As of December 31, 2024, total unrecognized compensation cost related to
the Amended ESPP was $87,000 and is expected to be recognized over a weighted average period of 0.36 years.
Summary of Stock-Based Compensation
Components of stock-based compensation are included in selling, general and administrative expense in the
consolidated statements of operations and consisted of the following (in thousands):
Years Ended December 31,
2024
2023
2022
ESPP
$
226
$
146
$
150
RSUs and RSAs
23,566
24,000
17,162
$
23,792
$
24,146
$
17,312
12.
Income Taxes
The components of income from continuing operations before (benefit) provision for income taxes consisted of the
following (in thousands):
Years Ended December 31,
2024
2023
2022
United States
$
(14,396) $
(39,708) $
143,815
Foreign
1,368
(693)
(1,786)
$
(13,028) $
(40,401) $
142,029

MARCUS & MILLICHAP, INC.
Notes to Consolidated Financial Statements
F-34
The (benefit) provision for income taxes consisted of the following (in thousands):
Years Ended December 31,
2024
2023
2022
Federal:
Current
$
138
$
(220) $
34,968
Deferred
(84)
(5,342)
(4,973)
54
(5,562)
29,995
State:
Current
595
277
8,857
Deferred
(1,331)
(1,087)
(1,100)
(736)
(810)
7,757
Foreign:
Current
—
—
—
Deferred
16
6
52
16
6
52
$
(666) $
(6,366) $
37,804
Significant components of the Company’s deferred tax assets, net consisted of the following (in thousands):
December 31,
2024
2023
Deferred Tax Assets:
Accrued expenses and bonuses
$
3,984
$
3,201
Advances and loans and other reserves
16,611
12,612
Deferred compensation and commissions
12,088
17,764
Operating lease liabilities
22,834
23,359
Stock-based compensation
7,682
7,106
Net operating and capital loss carryforwards
11,341
13,664
Other comprehensive income
306
580
Amortizable intangibles and other
4,526
2,687
Deferred tax assets before valuation allowance
79,372
80,973
Valuation allowance
(4,959)
(5,296)
Deferred Tax Assets
74,413
75,677
Deferred Tax Liabilities:
Property and equipment
(2,744)
(4,366)
Operating lease ROU assets, net
(19,236)
(20,781)
Prepaid expenses
(895)
(841)
State taxes
(1,535)
(1,385)
Goodwill and other
(1,923)
(1,374)
Deferred Tax Liabilities
(26,333)
(28,747)
Deferred Tax Assets, Net
$
48,080
$
46,930
As of December 31, 2024, the Company had $31.4 million ($6.6 million tax effected) of net operating loss
carryforwards, which are available to reduce future federal income taxes, and have no expiration date. Under the
Coronavirus Aid Relief and Economic Security Act (CARES Act) and Tax Cuts and Jobs Act (2017 Tax Act), federal net

MARCUS & MILLICHAP, INC.
Notes to Consolidated Financial Statements
F-35
operating losses incurred after December 31,2017 carried forward indefinitely and can offset up to 80% of future taxable
income for tax years after December 31, 2020. State net operating loss carryforwards of $27.0 million ($1.8 million tax
effected) are also available to reduce future state income taxes and will expire between 2034 and 2044. As of December 31,
2024, the Company had Canadian net operating loss carryforwards of approximately $8.6 million ($2.9 million tax
effected), principally all of which will begin to expire in 2035.
A valuation allowance is required when it is more-likely-than not that all or a portion of a deferred tax asset will not
be realized. Realization of a deferred tax asset is dependent upon taxable income in prior carryback years as appropriate,
depending on jurisdiction, estimates of future taxable income, tax planning strategies and reversals of existing taxable
temporary differences. The Company determined that as of December 31, 2024 and 2023, $5.0 million and $5.3 million,
respectively, of the deferred tax assets related to Canadian losses do not satisfy the recognition criteria. The Company has
therefore recorded a valuation allowance for this amount. The valuation allowance for deferred tax assets decreased by
$337,000 during 2024 and increased by $361,000 and $337,000 during 2023 and 2022, respectively. The changes are
primarily related to the Company’s Canadian operations.
The (benefit) provision for income taxes differs from the amount computed by applying the U.S. federal statutory rate
to income before provision for income taxes and consisted of the following (dollars in thousands):
Years Ended December 31,
2024
2023
2022
Amount
Rate
Amount
Rate
Amount
Rate
Income tax (benefit) expense at the federal statutory rate
$(2,736)
21.0 % $(8,484)
21.0 % $29,826
21.0 %
State income tax (benefit) expense, net of federal benefit
(582)
4.5 %
(602)
1.5 %
6,127
4.3 %
Shortfall (windfall) tax benefits, net related to stock-based
compensation
1,014
(7.8)%
1,260
(3.1)%
(2,714)
(1.9)%
Change in valuation allowance
(337)
2.6 %
388
(0.9)%
337
0.2 %
Permanent and other items (1)
1,975
(15.2)%
1,072
(2.7)%
4,228
3.0 %
(Benefit) provision for income taxes
$
(666)
5.1 % $(6,366)
15.8 % $37,804
26.6 %
(1)
Permanent items relate principally to compensation charges (6.8% – 2024), meals and entertainment (5.5% – 2024),
qualified transportation fringe benefits, and other items.
There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31,
2024, and 2023. At the beginning of the year ended December 31, 2022, the Company had $304,000 of unrecognized tax
benefits, which was decreased by $304,000, as a result of positions taken in prior periods.
The Company is subject to tax in various jurisdictions and, as a matter of ordinary course, the Company may be
subject to income tax examinations by the federal, state and foreign taxing authorities for the tax years 2020 to 2024. The
Company is not currently under income tax examination by any taxing authority, and the income tax examination by the
state of Illinois was closed without any assessment.
The Company has not provided for U.S. taxes on unremitted earnings of its foreign subsidiary as this subsidiary is
operating at a loss and has no earnings and profits to remit. As a result, deferred taxes were not provided related to the
cumulative translation adjustments.
13.
Retirement Plans
The Company has a defined contribution plan (the “Marcus & Millichap, Inc. 401(k) Plan”) under Section 401(k) of
the Internal Revenue Code for all eligible employees who have completed one month of service. The contribution plan is
subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended. Participants
may contribute up to 100% of their annual eligible compensation, subject to Internal Revenue Service limitations and
ERISA. The Company matches employees' contributions each pay period, dollar for dollar, up to an annual maximum of
$4,000 ("Company Match"). Employees become vested in Company Match contributions 33% upon completion of one
year of service, 66% upon completion of two years of service and 100% upon completion of three years of service.

MARCUS & MILLICHAP, INC.
Notes to Consolidated Financial Statements
F-36
Company Match contributions aggregated $2.1 million, $1.1 million and $2.0 million for the years ended December 31,
2024, 2023, and 2022, respectively, which is included in selling, general and administrative expense in the consolidated
statements of operations.
14.
(Loss) Earnings per Share
Basic and diluted (loss) earnings per share for the years ended December 31, 2024, 2023 and 2022, respectively
consisted of the following (in thousands, except per share data):
Years Ended December 31,
2024
2023
2022
Numerator (Basic and Diluted):
Net (loss) income
$
(12,362) $
(34,035) $
104,225
Change in value for stock settled consideration(1)
31
65
(37)
Adjusted net (loss) income
$
(12,331) $
(33,970) $
104,188
Denominator:
Basic
Weighted average common shares issued and outstanding
38,695
38,674
39,751
Deduct: Unvested RSAs (2)
(17)
(15)
(12)
Add: Fully vested DSUs (3)
—
—
154
Weighted average common shares outstanding
38,678
38,659
39,893
Basic (loss) earnings per common share
$
(0.32) $
(0.88) $
2.61
Diluted
Weighted average common shares outstanding from above
38,678
38,659
39,893
Add: Dilutive effect of RSUs, RSAs & ESPP(4)
—
0
207
Add: Contingently issuable shares(1)(4)
—
0
86
Weighted average common shares outstanding
38,678
38,659
40,186
Diluted (loss) earnings per common share
$
(0.32) $
(0.88) $
2.59
Antidilutive shares excluded from diluted earnings per common share(5)
962
1,593
1,084
(1)
Relates to contingently issuable stock settled consideration.
(2)
RSAs were issued and outstanding to the non-employee directors and have a one-year vesting term subject to service
requirements. See Note 11 – “Stock-Based Compensation Plans” for additional information.
(3)
Shares are included in weighted average common shares outstanding as the shares are fully vested but have not yet
been delivered. See Note 11 – “Stock-Based Compensation Plans” for additional information.
(4)
Shares related to the Company's RSUs, RSAs, ESPP, and contingently issuable shares were excluded from the
weighted average common shares outstanding for the year ended December 31, 2024 because inclusion of such shares
would be antidilutive in a period of loss.
(5)
Primarily pertaining to RSU grants to the Company’s employees and independent contractors.
15.
Segment Information
The Company's single reportable segment, the commercial real estate services segment, derives revenues from
customers by providing investment sales and financing services to investors in commercial real estate. The accounting
policies of the commercial real estate services segment are described in Note 2 – “Accounting Policies and Recent
Accounting Pronouncements”. The measure of segment assets is reported on the consolidated balance sheets as total assets.
The CODM assesses performance for the commercial real estate services segment and decides how to allocate resources
based on net (loss) income that also is reported on the consolidated statements of operations as net (loss) income.

MARCUS & MILLICHAP, INC.
Notes to Consolidated Financial Statements
F-37
The following table presents selected financial information with respect to the Company’s single reportable segment
for the years ended December 31, 2024, 2023, and 2022 (in thousands):
Years Ended December 31,
2024
2023
2022
Revenue:
Real estate brokerage commissions
$
589,695
$
559,752
$
1,170,310
Financing fees
84,512
66,898
112,978
Other revenue
21,853
19,277
18,422
Total revenue
696,060
645,927
1,301,710
Less:
Cost of services
431,471
406,645
850,894
Sales and production support
186,354
191,892
203,393
Facility expenses
38,375
38,804
35,494
Depreciation and amortization
16,589
13,627
13,406
Other segment items(1)
56,180
54,327
61,122
Interest expense
812
888
708
Other income
(20,693)
(19,855)
(5,336)
Income tax (benefit) expense
(666)
(6,366)
37,804
Total net expenses
708,422
679,962
1,197,485
Segment net (loss) income
(12,362)
(34,035)
104,225
Adjustments and reconciling items
—
—
—
Consolidated net (loss) income
$
(12,362) $
(34,035) $
104,225
Other specified segment disclosures:
Interest income(2)
$
18,982
$
18,185
$
7,857
Interest expense
$
812
$
888
$
708
Other significant noncash items:
Stock-based compensation(3)
$
23,792
$
24,146
$
17,312
(1)
Other segment items includes: costs related to sales events, licenses and subscriptions, promotion and marketing,
recruitment and training, information technology, telecommunications, consulting and professional fees, legal
expenses, insurance costs, and other general and administrative expenses.
(2)
Interest income is included within the other income caption.
(3)
Stock-based compensation is included within the sales & production support caption.
16.
Commitments and Contingencies
Credit Agreement
On September 25, 2023, the Company executed the First Amendment to the Second Amended and Restated Credit
Agreement with Wells Fargo Bank, National Association (the “Bank”), which provides for a $10 million line of credit and
a maturity date of June 1, 2024. On May 30, 2024, the Company executed the Second Amendment to the Second Amended
Restated Credit Agreement which extended the maturity date to June 1, 2025 (the “Credit Facility”).
The Company may borrow, repay and reborrow amounts under the Credit Facility until its maturity date, at which
time all amounts outstanding under the Credit Facility must be repaid in full. Borrowings under the Credit Facility are
available for general corporate purposes and working capital. The Credit Facility includes a $3.0 million sublimit for the
issuance of standby letters of credit of which $1.05 million was utilized at December 31, 2024. Borrowings under the
Credit Facility will bear interest at the Daily Simple SOFR rate plus a spread of 175 basis points. In connection with the

MARCUS & MILLICHAP, INC.
Notes to Consolidated Financial Statements
F-38
amendments to the Credit Agreement, the Company paid bank fees and other expenses, which are being amortized over the
remaining term of the Credit Agreement. The Company pays a commitment fee of up to 0.5% per annum, payable
quarterly, based on the amount of unutilized commitments under the Credit Facility. The amortization and commitment
fees are included in interest expense in the accompanying consolidated statements of operations and were $131,000,
$128,000, and $167,000 during the years ended December 31, 2024, 2023, and 2022, respectively. As of December 31,
2024, there were no amounts outstanding under the Credit Agreement.
The Credit Facility contains customary covenants, including financial covenants, financial reporting requirements and
events of default. Financial covenants require the Company, on a combined basis with its guarantors, to maintain total
liquidity including cash and cash equivalents and marketable securities, held for sale of $100 million and an average daily
cash balance of $35 million with the Bank, on a combined basis with all the guarantors, calculated as of the end of the
month. In addition, the Credit Facility requires that $10 million of the minimum daily average cash deposits be held in a
blocked account at the Bank, as cash collateral. The Credit Facility is secured by substantially all assets of the Company,
including pledges of 100% of the stock or other equity interest of each subsidiary except for the capital stock of a
controlled foreign corporation (as defined in the Internal Revenue Code), in which case no such pledge is required. As of
December 31, 2024, the Company was in compliance with all financial and non-financial covenants and has not
experienced any limitation in its operations as a result of the covenants. Our ability to borrow under our Credit Facility is
limited by our ability to comply with its covenants or obtain necessary waivers.
Strategic Alliance
The Company, in connection with the Strategic Alliance with MTRCC, has agreed to provide loan opportunities that
may be funded through MTRCC’s DUS Agreement with Fannie Mae. MTRCC's agreement with Fannie Mae requires
MTRCC to guarantee a portion of each funded loan. On a loan-by-loan basis, the Company, at its option, can indemnify a
portion of MTRCC’s guarantee obligation of loan opportunities presented to and closed by MTRCC. As of December 31,
2024, the Company has agreed to a maximum aggregate guarantee obligation of $296.3 million relating to loans with an
unpaid balance of $1,831.8 million. The Company would be liable for its maximum aggregate guarantee obligation only if
all of the loans for which it is providing a guarantee to MTRCC were to default and all of the collateral underlying these
loans were determined to be without value at the time of settlement. During 2024, the Company enhanced its modeling
capabilities which resulted in a change in estimate of its loan loss obligation to $174,000 as of December 31, 2024,
compared to $851,000 as of December 31, 2023. As of December 31, 2024 and December 31, 2023, the Company pledged
$678,000 and $283,000, respectively, in a restricted bank account in support of the guarantee obligation.
Other
In connection with certain agreements with investment sales and financing professionals, the Company may agree to
advance amounts to such professionals upon reaching certain time and performance goals. Such commitments as of
December 31, 2024 aggregated $16.8 million, of which $6.0 million has been paid subsequent to year end.
17.
Subsequent Events
On February 7, 2025, the Board of Directors declared a semi-annual regular dividend of $0.25 per share, or
$9.8 million, payable on April 4, 2025, to stockholders of record at the close of business on March 12, 2025.
Subsequent to December 31, 2024, the Company repurchased an additional $12,538 shares of common stock for $0.4
million pursuant to the stock repurchase program.

Board of
Directors
George M. Marcus
Chairman
Hessam Nadji
President
Chief Executive Oﬃcer
Collete English Dixon
Executive Director
Marshall Bennett Institute
of Real Estate
Norma J. Lawrence
Partner (Retired)
KPMG LLP
Lauralee E. Martin
CEO (Retired)
HCP, Inc.
Nicholas F. McClanahan
Managing Director (Retired)
Merrill Lynch
George T. Shaheen
CEO & Global Managing
Partner (Retired)
Andersen Consulting
Don C. Watters
Director Emeritus
McKinsey & Company
Executive
Oﬃcers
Corporate Headquarters
Marcus & Millichap, Inc.
23975 Park Sorrento
Suite 400
Calabasas, CA 91302
Phone: (818) 212-2250
Fax: (818) 212-2260
Investor Relations
You may request a copy of documents
at no cost by contacting:
Investor Relations
InvestorRelations@marcusmillichap.com
Email updates are also available
through the Investor Relations
page on Marcus & Millichap’s
website at www.marcusmillichap.com
Stock Exchange
New York Stock Exchange
NYSE Trading Symbol: MMI
Hessam Nadji
President
Chief Executive Oﬃcer
Steven F. DeGennaro
Executive Vice President
Chief Financial Oﬃcer
Richard Matricaria
Executive Vice President
Chief Operating Oﬃcer
Western Division
John David Parker
Executive Vice President
Chief Operating Oﬃcer
Eastern Division
Gregory A. LaBerge
Senior Vice President
Chief Administrative Oﬃcer
Corporate
Information