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0001578732FALSE00015787322026-08-062026-08-06

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
FORM 8-K
__________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 6, 2026
__________________________
MARCUS & MILLICHAP, INC.
(Exact name of Registrant as Specified in its Charter)
__________________________
Delaware 001-36155 35-2478370
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification Number)
23975 Park Sorrento, Suite 400
Calabasas, California 91302
(Address of Principal Executive Offices including Zip Code)
(818) 212-2250
(Registrant’s Telephone Number, including Area Code)
Not Applicable
(Former Name or Former Address, if changed since last report)
__________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
Common Stock, par value $0.0001 per share MMI
New York Stock Exchange (NYSE)
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.



Item 2.02.    Results of Operations and Financial Condition.
On August 6, 2026, Marcus & Millichap, Inc. (the “Company”) issued a press release announcing its financial results for the second quarter ended June 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
The information furnished on this Form 8-K, including the attached exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any other filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01.    Financial Statements and Exhibits.
(d)Exhibits.
Exhibit
Number
Exhibit Title or Description
99.1
104 Cover Page Interactive Data File—the cover page iXBRL tags are embedded within the Inline XBRL document
2


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MARCUS & MILLICHAP, INC.
Date: August 6, 2026
By: /s/ Steven F. DeGennaro
Steven F. DeGennaro
Chief Financial Officer
3
EX-99.1 2 er-q226earningsrelease.htm EX-99.1 Document


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MARCUS & MILLICHAP, INC. REPORTS PRELIMINARY RESULTS FOR
SECOND QUARTER 2026

Revenue Grew 17.8% Compared to Second Quarter 2025
Net Income of $0.10 Per Diluted Share for Second Quarter 2026

CALABASAS, Calif., August 6, 2026 -- (BUSINESS WIRE) -- Marcus & Millichap, Inc. (the “Company”, “Marcus & Millichap”, or “MMI”) (NYSE: MMI), a leading national real estate services firm specializing in commercial real estate investment sales, financing services, research and advisory services, reported its second quarter financial results today.
Second Quarter 2026 Highlights Compared to Second Quarter 2025
Total revenue increased by 17.8% to $202.9 million, compared to $172.3 million
Brokerage commissions increased by 18.1% to $167.0 million, compared to $141.4 million
Private Client Market brokerage revenue increased by 13.6% to $106.2 million, compared to $93.5 million
Middle Market and Larger Transaction Market brokerage revenue increased by 29.4% to $54.7 million, compared to $42.3 million
Financing fees increased by 15.3% to $30.3 million, compared to $26.3 million
Pre-tax income increased by $10.0 million to $6.3 million compared to pre-tax loss of $3.7 million
Net income of $3.9 million, or $0.10 per common share, diluted, compared to a net loss of $11.0 million, or $0.28 per common share, diluted
Adjusted EBITDA1 increased by $10.6 million to $12.1 million compared to $1.5 million
Six Months 2026 Highlights Compared to Six Months 2025
Total revenue increased by 18.0% to $374.4 million, compared to $317.3 million
Brokerage commissions increased by 15.1% to $305.1 million, compared to $265.0 million
Private Client Market brokerage revenue increased by 13.5% to $194.4 million, compared to $171.2 million
Middle Market and Larger Transaction Market brokerage revenue increased by 19.5% to $99.3 million, compared to $83.1 million
Financing fees increased by 28.7% to $57.1 million, compared to $44.4 million
Pre-tax income increased by $21.8 million to $4.1 million compared to pre-tax loss of $17.7 million
Net income of $0.8 million, or $0.02 per common share, diluted, compared to a net loss of $15.5 million, or $0.40 per common share, diluted
Adjusted EBITDA1 increased by $22.4 million to $15.1 million compared to $(7.3) million

“Our strong second quarter is the culmination of numerous internal initiatives to expand our client outreach and more favorable catalysts for CRE sales and financing,” said Hessam Nadji, President and Chief Executive Officer of Marcus & Millichap. “Our private client recovery gained momentum as banks and credit unions have become more active, while our larger, institutional sales and financing volumes also showed significant progress.”

Mr. Nadji continued, “The passage of time since the market bottom, coupled with the repricing of CRE assets in response to higher interest rates, is driving increased transaction activity. The recent resurgence of the Middle East conflict and inflation pressures continue to challenge bid/ask spreads tied to the rise in rates over the last few months. However, we are leveraging MMI’s size, scale and unwavering focus on client connectivity to continue revenue growth and service expansion strategies. Our fortress balance sheet is enabling us to continue investing in our platform and talent while returning capital to shareholders as part of our ongoing efforts to create long-term value.”


1 Please refer to the reconciliation of U.S. GAAP measures to non-GAAP measures at the end of this release for more information.
Page 1



Second Quarter 2026 Results Compared to Second Quarter 2025
Total revenue for the second quarter 2026 was $202.9 million, an increase of 17.8% compared to $172.3 million for the second quarter 2025.

For real estate brokerage commissions, revenue was $167.0 million, an increase of 18.1% compared to the same period in the prior year. The increase was primarily attributed to an 18.4% increase in total sales volume compared to the second quarter 2025. The Larger Transaction Market revenue increased by 43.2% and the Private Client Market revenue increased by 13.6%.

For financing fees, revenue was $30.3 million, an increase of 15.3% compared to the same period in the prior year. The increase was primarily attributed to a 5.4% increase in total financing volume and a 10 basis point increase in the average fee rate earned, compared to the second quarter 2025.

Total operating expenses for the second quarter 2026 were $200.7 million compared to $181.3 million for the same period in the prior year. The change was primarily due to an increase of $20.0 million in cost of services. Cost of services as a percentage of total revenue increased by 50 basis points to 62.4% compared to the same period during the prior year, primarily due to our senior investment sales and financing professionals earning higher commissions in 2026.

Selling, general and administrative expenses remained relatively consistent at $71.7 million for the second quarter 2026 compared to $71.6 million for the same period in 2025.

Net income for the second quarter 2026 was $3.9 million, or $0.10 per common share, diluted, compared to a net loss of $11.0 million, or $0.28 per common share, diluted, for the same period in 2025. Adjusted EBITDA for the second quarter 2026 was $12.1 million, compared to $1.5 million for the same period in the prior year, primarily as a result of the increase in operating income.
Six Months 2026 Results Compared to Six Months 2025
Total revenue for the six months ended June 30, 2026 was $374.4 million, compared to $317.3 million for the same period in the prior year, an increase of $57.1 million, or 18.0%. Total operating expenses for the six months ended June 30, 2026 increased by 9.8% to $377.9 million compared to $344.1 million for the same period in the prior year. Cost of services as a percentage of total revenue increased to 61.5%, an increase of 10 basis points compared to the first six months of 2025. The Company’s net income for the six months ended June 30, 2026 was $0.8 million, or $0.02 per common share, diluted, compared to a net loss of $15.5 million, or $0.40 per common share, diluted for the same period in the prior year. Adjusted EBITDA for the six months ended June 30, 2026 was $15.1 million compared to $(7.3) million for the same period in the prior year. As of June 30, 2026, the Company had 1,677 investment sales and financing professionals, compared to 1,640 at the end of the same period last year.
Capital Allocation
On July 31, 2026, the Board of Directors declared a semi-annual regular dividend of $0.25 per share, payable on October 6, 2026, to stockholders of record at the close of business on September 15, 2026.

During the six months ended June 30, 2026, the Company repurchased 912,957 shares of common stock at an average price of $26.22 for a total purchase price of $23.9 million. Since August 2022, the Company has repurchased and retired 3,987,494 shares of common stock at an average price of $30.06 per share for a total price of $119.9 million.

On April 30, 2026, the Company's Board of Directors approved an additional $70 million to repurchase common stock under its stock repurchase program. After accounting for shares repurchased through August 3, 2026, the Company has approximately $90.1 million available to repurchase shares under its program. No time limit has been established for the completion of the program, and the repurchases are expected to be executed from time to time, subject to general business and market conditions and other investment opportunities, through open market purchases or privately negotiated transactions, including through Rule 10b5-1 plans.
Page 2



Business Outlook
Despite ongoing price discovery and wider than normal bid/ask spreads, the Company believes the commercial real estate transaction market is poised to overcome the near-term challenges which are currently expected to extend through 2026. Accordingly, the Company believes it remains well-positioned to return to long-term growth.

The Company benefits from its experienced management team, infrastructure investments, industry-leading market research and proprietary technology. We believe the size and fragmentation of the Private Client Market continue to offer long-term growth opportunities through consolidation. This highly fragmented market segment consistently accounts for over 80% of all U.S. commercial property transactions and over 60% of the commission pool. The top 10 brokerage firms led by MMI had an estimated 18% share of this segment by transaction count in 2025.

Key factors that may influence the Company’s business during the remainder of 2026 include:
Volatility in transactional activity and investor sentiment driven by:
potentially volatile cost of debt capital;
interest rate uncertainty, the potential for rising inflation and the heightened bid-ask spread between buyers and sellers;
risks of a potential recession and its unfavorable impact on commercial real estate space demand;
possible impact of the U.S. administration’s tariff, immigration, geopolitics and other policy changes on market sentiment, which may influence transaction velocity and/or future fluctuations in interest rates, sales and financing activity; and
increases in operating expenses driven by labor costs, insurance, taxes and cost of construction materials.
The implementation of new tax laws, many of which are beneficial to commercial real estate investors;
Volatility in the markets in which the Company operates;
Increases in costs related to in-person events, client meetings, and conferences;
Global geopolitical uncertainty, which may cause investors to refrain from transacting; and
The potential for acquisition activity and subsequent integration.
Webcast and Call Information
Marcus & Millichap will host a live webcast today to discuss the financial results at 7:30 a.m. Pacific Time/10:30 a.m. Eastern Time. The webcast will be accessible through the Investor Relations section of Marcus & Millichap's website at ir.marcusmillichap.com and will be archived upon completion of the call. The Company encourages the use of the webcast due to potential extended wait times to access the conference call via dial-in.

For those unable to access the webcast, callers from the United States and Canada should dial 1-877-407-9208 ten minutes prior to the scheduled call time. International callers should dial 1-201-493-6784.
Replay Information
For those unable to participate during the live broadcast, a telephonic replay of the call will also be available from 1:30 p.m. Eastern Time on Thursday, August 6, 2026 through 11:59 p.m. Eastern Time on Thursday, August 20, 2026 by dialing 1-844-512-2921 in the United States and Canada or 1-412-317-6671 internationally and entering passcode 13759355.
About Marcus & Millichap, Inc.
Marcus & Millichap, Inc. is a leading national real estate services firm specializing in commercial real estate investment sales, financing services, research and advisory services. As of December 31, 2025, the Company had 1,808 investment sales and financing professionals in more than 80 offices who provide investment brokerage and financing services to sellers and buyers of commercial real estate. The Company also offers market research, consulting and advisory, and leasing services to its clients. Marcus & Millichap, Inc. closed 8,818 transactions in 2025, with a sales volume of $50.8 billion. For additional information, please visit www.MarcusMillichap.com.
Page 3



SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This release 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 rate cuts or rising inflation and likely impact of such cuts or inflation 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 impact of litigation and our success in appealing any judgments entered against us;
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 brand reputation or clients;
the failure to maintain the security of our information and technology networks, including personally identifiable and client information;
changes in interest rates, availability of capital, tax laws, tariffs and trade regulations, executive orders, employment laws, or other government regulation affecting our business;
our ability to successfully identify, negotiate, execute, and integrate accretive acquisitions; and
other risk factors included under “Risk Factors” in our most recent Annual Report on Form 10-K or in any subsequent SEC report.

In addition, in this release, words such as “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 release 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 release. 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. We have not filed our Quarterly Report on Form 10-Q (“Form 10-Q”) for the quarter ended June 30, 2026. As a result, all financial results described in this release should be considered preliminary, and are subject to change to reflect any necessary adjustments or changes in accounting estimates, that are identified prior to the time we file our Form 10-Q.
Page 4



MARCUS & MILLICHAP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(Unaudited)

Three Months Ended
June 30,
Six Months Ended
June 30,
2026 2025 2026 2025
Revenue:
Real estate brokerage commissions $ 167,002  $ 141,417  $ 305,114  $ 265,039 
Financing fees 30,266  26,259  57,112  44,389 
Other revenue 5,647  4,600  12,156  7,886 
Total revenue 202,915  172,276  374,382  317,314 
Operating expenses:
Cost of services 126,666  106,618  230,303  194,966 
Selling, general and administrative 71,688  71,550  142,903  143,102 
Depreciation and amortization 2,348  3,153  4,739  6,002 
Total operating expenses 200,702  181,321  377,945  344,070 
Operating income (loss) 2,213  (9,045) (3,563) (26,756)
Other income, net 4,192  5,498  7,955  9,477 
Interest expense (140) (200) (293) (387)
Income (loss) before provision (benefit) for income taxes 6,265  (3,747) 4,099  (17,666)
Provision (benefit) for income taxes
2,356  7,288  3,290  (2,209)
Net income (loss) $ 3,909  $ (11,035) $ 809  $ (15,457)
Earnings (loss) per share:
Basic $ 0.10  $ (0.28) $ 0.02  $ (0.40)
Diluted $ 0.10  $ (0.28) $ 0.02  $ (0.40)
Weighted average common shares outstanding:
Basic 37,827 39,004 38,013 38,967
Diluted 38,019 39,004 38,249 38,967






Page 5



MARCUS & MILLICHAP, INC.
KEY OPERATING METRICS SUMMARY
(Unaudited)

Total sales volume was approximately $14.1 billion for the three months ended June 30, 2026, encompassing 2,306 transactions consisting of $9.5 billion for real estate brokerage (1,530 transactions), $3.6 billion for financing (480 transactions) and $1.0 billion in other transactions, including consulting and advisory services (296 transactions). Total sales volume was $26.2 billion for the six months ended June 30, 2026, encompassing 4,328 transactions consisting of $17.4 billion for real estate brokerage (2,878 transactions), $6.7 billion for financing (878 transactions) and $2.1 billion in other transactions, including consulting and advisory services (572 transactions). As of June 30, 2026, the Company had 1,575 investment sales professionals and 102 financing professionals. Key metrics for real estate brokerage and financing activities (excluding other transactions) are as follows:

Three Months Ended
June 30,
Six Months Ended
June 30,
Real Estate Brokerage 2026 2025 2026 2025
Average number of investment sales professionals
1,590  1,543  1,613  1,560 
Average number of transactions per investment sales professional
0.96  0.89  1.78  1.63 
Average commission per transaction
$ 109,151  $ 102,849  $ 106,016  $ 103,937 
Average commission rate
1.76  % 1.76  % 1.76  % 1.81  %
Average transaction size (in thousands)
$ 6,204  $ 5,830  $ 6,040  $ 5,755 
Total number of transactions
1,530  1,375  2,878  2,550 
Total brokerage sales volume (in millions)
$ 9,493  $ 8,016  $ 17,384  $ 14,675 

Three Months Ended
June 30,
Six Months Ended
June 30,
Financing (1)
2026 2025 2026 2025
Average number of financing professionals
103  101  102  102 
Average number of transactions per financing professional
4.66  4.05  8.61  7.31 
Average fee per transaction
$ 55,293  $ 53,448  $ 55,245  $ 48,594 
Average fee rate
0.74  % 0.64  % 0.73  % 0.68  %
Average transaction size (in thousands)
$ 7,449  $ 8,294  $ 7,587  $ 7,131 
Total number of transactions
480  409  878  746 
Total financing sales volume (in millions)
$ 3,575  $ 3,392  $ 6,662  $ 5,320 
(1)Operating metrics exclude certain financing fees not directly associated to transactions.
Page 6




The following table sets forth the number of transactions, sales volume and revenue by commercial real estate market for real estate brokerage:

Three Months Ended June 30,
2026 2025 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 222 $ 128  $ 6,101  214 $ 122  $ 5,651  8 $ $ 450 
Private Client Market
($1 – <$10 million)
1,144 3,754  106,214  1,030 3,345  93,514  114 409  12,700 
Middle Market
($10 – <$20 million)
82 1,179  21,704  71 933  19,223  11 246  2,481 
Larger Transaction Market (≥$20 million) 82 4,432  32,983  60 3,616  23,029  22 816  9,954 
1,530 $ 9,493  $ 167,002  1,375 $ 8,016  $ 141,417  155 $ 1,477  $ 25,585 

Six Months Ended June 30,
2026 2025 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 423 $ 246  $ 11,436  413 $ 245  $ 10,676  10 $ $ 760 
Private Client Market
($1 – <$10 million)
2,134 7,037  194,351  1,862 6,033  171,219  272 1,004  23,132 
Middle Market
($10 – <$20 million)
162 2,217  41,360  156 2,135  40,112  6 82  1,248 
Larger Transaction Market (≥$20 million) 159 7,884  57,967  119 6,262  43,032  40 1,622  14,935 
2,878 $ 17,384  $ 305,114  2,550 $ 14,675  $ 265,039  328 $ 2,709  $ 40,075 

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MARCUS & MILLICHAP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except for shares and par value)

June 30, 2026
(unaudited)
December 31, 2025
Assets
Current assets:
Cash, cash equivalents, and restricted cash (restricted cash of $1,750 and $11,253 at June 30, 2026 and December 31, 2025, respectively) $ 153,516  $ 161,921 
Commissions receivable 13,542  14,851 
Income tax receivable 3,352  1,962 
Marketable debt securities, available-for-sale (amortized cost of $57,287 and $90,557 at June 30, 2026 and December 31, 2025, respectively, and $0 allowance for credit losses) 57,249  90,564 
Advances and loans, net 15,211  15,299 
Prepaid expenses and other assets, current 27,765  24,613 
Total current assets 270,635  309,210 
Property and equipment, net 23,110  23,877 
Operating lease right-of-use assets, net 69,895  74,333 
Marketable debt securities, available-for-sale (amortized cost of $135,819 and $145,570 at June 30, 2026 and December 31, 2025, respectively, and $0 allowance for credit losses) 134,446  145,701 
Assets held in rabbi trust 13,987  13,476 
Deferred tax assets, net 43,260  44,586 
Goodwill and other intangible assets, net 40,741  41,662 
Advances and loans, net 140,478  147,215 
Other assets, non-current 29,243  27,120 
Total assets $ 765,795  $ 827,180 
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable and accrued expenses $ 9,962  $ 11,021 
Deferred compensation and commissions 40,161  57,463 
Operating lease liabilities 17,500  18,796 
Accrued bonuses and other employee related expenses 16,268  23,856 
Other liabilities, current 8,937  10,311 
Total current liabilities 92,828  121,447 
Deferred compensation and commissions 30,486  35,416 
Operating lease liabilities 56,653  59,459 
Other liabilities, non-current 6,915  7,755 
Total liabilities 186,882  224,077 
Commitments and contingencies —  — 
Stockholders’ equity:
Preferred stock, $0.0001 par value:
Authorized shares – 25,000,000; issued and outstanding shares – none at June 30, 2026 and December 31, 2025, respectively —  — 
Common stock, $0.0001 par value:
Authorized shares – 150,000,000; issued and outstanding shares – 37,871,003 and 38,422,993 at June 30, 2026 and December 31, 2025, respectively
Additional paid-in capital 203,468  192,945 
Retained earnings 376,674  409,753 
Accumulated other comprehensive (loss) income (1,233) 401 
Total stockholders’ equity 578,913  603,103 
Total liabilities and stockholders’ equity $ 765,795  $ 827,180 
Page 8



MARCUS & MILLICHAP, INC.
OTHER INFORMATION
(Unaudited)
Adjusted EBITDA Reconciliation
Adjusted EBITDA, which the Company defines as net income (loss) before (i) interest income and other, including interest on marketable debt securities, available-for-sale and cash, cash equivalents, and restricted cash, and net realized gains (losses) on marketable debt securities, available-for-sale, (ii) interest expense, (iii) provision (benefit) for income taxes, (iv) depreciation and amortization, and (v) stock-based compensation. The Company uses Adjusted EBITDA in its business operations to evaluate the performance of its business, develop budgets and measure its performance against those budgets, among other things. The Company also believes that analysts and investors use Adjusted EBITDA as a supplemental measure to evaluate its 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 the Company’s results as reported under U.S. generally accepted accounting principles (“U.S. GAAP”). The Company finds 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. Considering the foregoing limitations, the Company does not rely solely on Adjusted EBITDA as a performance measure and also considers its U.S. GAAP results. Adjusted EBITDA is not a measurement of the Company’s financial performance under U.S. GAAP and should not be considered as an alternative to net income (loss), operating income (loss) 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 (loss), to Adjusted EBITDA is as follows (in thousands):

Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Net income (loss) $ 3,909  $ (11,035) $ 809  $ (15,457)
Adjustments:
Interest income and other (1)
(3,410) (4,373) (7,462) (8,411)
Interest expense 140  200  293  387 
Provision (benefit) for income taxes
2,356  7,288  3,290  (2,209)
Depreciation and amortization 2,348  3,153  4,739  6,002 
Stock-based compensation 6,780  6,223  13,396  12,402 
Adjusted EBITDA $ 12,123  $ 1,456  $ 15,065  $ (7,286)
(1)Other includes net realized gains (losses) on marketable debt securities available-for-sale.
Glossary of Terms
Private Client Market: transactions with values from $1 million up to but less than $10 million
Middle Market: transactions with values from $10 million up to but less than $20 million
Larger Transaction Market: transactions with values of $20 million and above
Acquisitions: acquisitions of businesses accounted for as a business combination in accordance with generally accepted accounting standards
Page 9



Certain Adjusted Metrics
Real Estate Brokerage
Following are actual and as adjusted metrics excluding any large transactions in our real estate brokerage business in excess of $300 million:

Three Months Ended
June 30, 2026
Six Months Ended
June 30, 2026
(actual)
(as adjusted)
(actual)
(as adjusted)
Total sales volume increase 18.4% 7.2% 18.5% 12.3%
Average commission rate increase (decrease) —% 8.5% (2.8)% 1.1%
Average transaction size increase (decrease) 6.4% (3.6)% 5.0% (0.4)%

Investor Relations Contact:
Investor Relations
InvestorRelations@marcusmillichap.com
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