Fathom Holdings Inc SEC Filings

Fathom Holdings (FTHM) reported Q3 2025 results showing higher sales and a smaller loss. Revenue rose to $115.3 million from $83.7 million a year ago, helped by the My Home Group acquisition and stronger brokerage activity. Operating loss narrowed to $4.0 million from $7.8 million, and net loss improved to $4.4 million (basic and diluted $0.15 per share) from $8.1 million ($0.40).

For the first nine months, revenue reached $329.9 million vs. $243.4 million, with net loss of $13.6 million vs. $15.3 million. Segment data show brokerage as the main driver, while mortgage and technology contributed modestly. Adjusted EBITDA was near breakeven in Q3.

Liquidity improved: cash and equivalents were $9.8 million versus $7.1 million at year-end, aided by equity raises in March and September 2025 that delivered net proceeds of $2.9 million and $6.5 million, respectively. The company repaid a $3.5 million 2023 note and has $5.0 million of 2024 convertible notes due in 2026. Legal accruals reflect a nationwide settlement tied to industry rule changes and two additional matters with estimated $1.0 million each. Shares outstanding were 32,077,228 as of September 30, 2025; 32,390,959 were outstanding as of November 10, 2025.

Fathom Holdings Inc. (FTHM) furnished an 8-K announcing its quarterly results press release for the quarter ended September 30, 2025. The company reported that it issued a press release on November 11, 2025, covering its results for the period. The press release is provided as Exhibit 99.1.

The company states the information under Item 2.02, including Exhibit 99.1, is being furnished and is not deemed “filed” under the Exchange Act. Fathom’s common stock trades on the Nasdaq Capital Market under the symbol FTHM. The filing also notes Fathom is an emerging growth company and has elected not to use the extended transition period for new or revised accounting standards.

Fathom Holdings (FTHM) CEO and director filed a Form 4 reporting a disposition of 35,000 shares of common stock at $0 under transaction code G on 10/28/2025.

Following the transaction, the reporting person beneficially owns 1,547,964 shares directly, plus 5,056 shares held indirectly by spouse and 150,000 shares held indirectly by the Fregenal 2020 Irrevocable Trust. The filing notes 200,000 restricted shares that vest on the first, second, and third anniversaries of the 11/15/2024 grant date.

Derivative holdings include performance rights for 200,000 shares expiring 08/20/2028 and 50,000 shares expiring 11/15/2034. Each performance right converts into one share if Fathom’s stock reaches a specified price for a specified time.

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.

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.