Fathom Holdings Inc SEC Filings

Fathom Holdings, Inc. is offering securities under this prospectus supplement that include debt and other instruments and describes the terms and investor considerations for such offerings. The document discloses an example common stock offering with a public offering price of $2.00 per share, an underwriting discount of $0.10 per share and estimated proceeds to the company of $1.90 per share before expenses (6,000,000 shares example producing $5.7 million net before expenses). The prospectus lists material shareholder and equity reserves including 147,707 option shares (weighted-average exercise price $20.46), 2,427,170 RSU‑reserved shares, 925,549 shares available under the Amended 2019 Omnibus Plan and 1,176,471 shares reserved for conversion of outstanding convertible notes. It summarizes broad risk factors that could affect the business such as government spending, inflation, Federal Reserve policy and mortgage rate changes; cybersecurity and operational interruptions; litigation and regulatory risks; dependence on agent recruitment and retention; and financing risks for the mortgage business. The prospectus confirms incorporation by reference to recent SEC filings and notes smaller reporting company exemptions that limit certain disclosures and internal control attestation requirements.

Fathom Holdings, Inc. (FTHM) prospectus supplement highlights key offering and corporate governance features and extensive risk disclosures. The document states the company intends to use net proceeds to fund growth initiatives including acquisitions, sales and marketing, working capital and general corporate purposes. It discloses capital structure items including 147,707 vested stock options (weighted-average exercise $20.46), 2,427,170 reserved for unvested RSUs, 925,549 available under the 2019 Omnibus Plan and 1,176,471 shares reserved upon conversion of convertible notes. Historical net tangible book value per share as of June 30, 2025 is $(0.14). Roth Capital Partners, LLC is listed as an underwriter. The prospectus relies on smaller reporting company exemptions, including limited audited years and exemption from auditor attestation under Sarbanes-Oxley. The filing itemizes numerous risks such as sensitivity to government spending, inflation and interest rates, cybersecurity, competition, growth management, litigation exposure, mortgage origination and sale risks, financing needs, and challenges integrating acquisitions.

Fathom Holdings director Harley Joshua amended a Form 4 to correct a typographical error and to report the disposition of 92,395 shares of FTHM common stock sold on 08/28/2025 at prices ranging from $2.15 to $2.445. After the reported sales, the reporting person beneficially owned 3,135,406 shares. The amendment clarifies that the transaction code is a disposition (code "D") rather than an acquisition, and the filer offers to provide a price-by-price breakdown on request. The filing is signed by power of attorney.

Fathom Holdings Inc. (FTHM) Form 4 summary: Director Joshua Harley reported the sale of 92,395 shares of Fathom common stock on 08/28/2025. The sales occurred in multiple transactions at prices ranging from $2.15 to $2.445, and the form states the reporting person will supply breakdowns of shares sold at each price upon request. After the reported transactions, Mr. Harley is shown as beneficially owning 3,135,406 shares directly and 2,073,378 shares indirectly. The indirect holdings include 1,710,346 shares held by three trusts where he serves as trustee and 363,032 shares held in a trust where an immediate family member is trustee.

Marco Fregenal, Chief Executive Officer and a director of Fathom Holdings Inc. (FTHM), reported a gift disposition of 60,000 common shares on 08/28/2025 (Transaction Code G). After that transaction he beneficially owns 1,559,353 shares directly. He also has 5,056 shares attributed indirectly via his wife and 150,000 shares held in the Fregenal 2020 Irrevocable Trust for his children, of which he disclaims beneficial ownership.

Reported equity awards include 200,000 performance rights that convert to common stock if specified price targets are met and 50,000 performance rights with a later vesting/measurement date. Of the directly held shares, 54,499 are restricted and vest in full on September 1, 2025, and 200,000 restricted shares vest on the first, second and third anniversaries of November 15, 2024.

Form 144 notice for Fathom Holdings, Inc. (FTHM) reports a proposed sale of 92,395 common shares with an aggregate market value of $158,919.40 to be sold on 08/28/2025 through Merrill Lynch on the NASDAQ. The shares were acquired on 09/11/2018 by conversion of Series B into common stock and required no cash payment at acquisition. The filing also lists prior open-market sales by the same person in July 2025 totaling 201,100 shares for gross proceeds of approximately $294,115.25. The filer certifies no undisclosed material adverse information.

Fathom Holdings Inc. (FTHM) reporting person Scott N. Flanders acquired 82,645 restricted stock units on 08/20/2025 at no cash price, representing contingent rights to the same number of common shares that vest on August 19, 2026. After the reported transaction, Mr. Flanders beneficially owns 1,576,641 shares directly and 90,000 shares indirectly held in trust for his grandchildren. The filing also discloses a $1,000,000 senior secured convertible promissory note dated 09/25/2024 that converts into 235,294 shares (maturing 10/01/2026) and a stock option to buy 13,078 shares that vested in full on August 12, 2023. The Form 4 was signed by power of attorney on 08/21/2025.

Jennifer B. Venable, a director of Fathom Holdings Inc. (FTHM), reported acquisitions and existing holdings on Form 4. On 08/20/2025 she was recorded as acquiring 82,645 restricted stock units (RSUs) at no cash price, bringing her total beneficial ownership to 152,284 shares. The filing shows multiple fully vested stock options exercisable into common stock: 13,078 shares at $8.22, 2,273 shares at $44.00, 1,493 shares at $20.10, and 5,304 shares at $4.71. The RSUs vest in full on August 19, 2026. The form was signed by power of attorney on 08/21/2025.

Fathom Holdings director David C. Hood reported on Form 4 that he acquired 82,645 restricted stock units on 08/20/2025 at no cash price, increasing his total beneficial ownership of common stock to 165,998 shares. The filing shows the 82,645 RSUs vest in full on August 19, 2026. The report also discloses existing vested stock options: an $8.22 option covering 13,078 shares, a $44 option covering 2,273 shares, and a $20.10 option covering 2,986 shares, all reported as directly held.