FTHM CEO receives equity: 23,611 shares; 250,000 performance rights
Rhea-AI Filing Summary
Marco Fregenal, Chief Executive Officer and director of Fathom Holdings Inc. (FTHM), reported transactions dated 09/30/2025. He received 23,611 shares of common stock at $1.80 per share granted in lieu of salary for Q3 2025, bringing his direct beneficial ownership to 1,582,964 shares. The filing also reports 5,056 shares held indirectly by his spouse and 150,000 shares held in an irrevocable trust for his children, which he disclaims beneficial ownership of.
The report discloses 200,000 restricted shares that vest over three anniversaries starting November 15, 2024, and 250,000 performance rights ( 200,000 tied to an 08/20/2028 exercisable period and 50,000 tied to 11/15/2034) each convertible into common stock if specified price/time conditions are met. The Form 4 was signed by power of attorney on 10/02/2025.
Positive
- 23,611 shares granted in lieu of Q3 2025 salary shows compensation alignment with equity
- 200,000 restricted shares vesting over time ties executive incentives to future tenure
- 250,000 performance rights align pay with future stock-price performance
Negative
- 250,000 performance rights are contingent but could dilute shareholders if converted
- 200,000 restricted shares remain outstanding and will increase share count as they vest
Insights
Insider received salary in stock and holds time- and performance-based awards.
The report shows 23,611 common shares granted in lieu of Q3 2025 salary at $1.80 per share, increasing the reporting person's direct holdings to 1,582,964 shares. This is a routine compensation settlement rather than an open-market purchase.
The filing also records 200,000 restricted shares vesting over three anniversaries and 250,000 performance rights that convert to common stock upon achieving specified price/time conditions (08/20/2028 and 11/15/2034). These awards reflect ongoing equity-linked compensation and carry potential share issuance if vesting/performance triggers occur.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Common Stock | 23,611 | $1.80 | $42K |
| holding | Performance Rights | -- | -- | -- |
| holding | Performance Rights | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Footnotes (1)
- These shares were granted in lieu of salary being paid for the third quarter of 2025. Of these shares, 200,000 are restricted and vest on the first, second and third anniversary of the grant date, November 15, 2024. These shares are held by a trust for the benefit of the reporting person's children. The reporting person's spouse is trustee of the trust. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. Each performance right represents a contingent right to receive one share of Fathom Holdings Inc. common stock. The performance rights vest upon Fathom's common stock achieving a specified price per share for a specified time.
