[144] Fathom Holdings Inc. SEC Filing

Rhea-AI Filing Summary

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.

Positive

• Regulatory compliance: The filer provided required Rule 144 disclosure with broker details and representation of no undisclosed material adverse information
• Transparency on origin: Acquisition history clearly states conversion of Series B to common on 09/11/2018
• Modest size: Proposed sale (~92,395 shares) and recent July sales (201,100 shares) are small relative to total outstanding (28,147,122), limiting immediate market impact

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine Section 144 sale by an affiliate; size is small versus outstanding shares and appears procedural.

The proposed sale of 92,395 shares (aggregate value $158,919.40) represents roughly 0.33% of the reported outstanding shares (28,147,122). Recent July 2025 sales by the same person total 201,100 shares (~0.71% of outstanding). These volumes are modest relative to total shares outstanding, suggesting limited direct dilution or market impact. The shares originated from a 2018 conversion of Series B to common, so this filing documents redistribution of previously converted holdings rather than new issuance. No new financial or operational information about the issuer is disclosed.

Corporate Governance Expert

TL;DR: Filing shows compliance with Rule 144 disclosure; continuing insider sales require monitoring but raise no immediate governance red flags.

The Form 144 provides required disclosure for proposed affiliated sales and documents prior sales in July 2025. The filer affirms there is no undisclosed material adverse information, and the acquisition history (conversion on 09/11/2018) is clearly stated. From a governance perspective, repeated sales by an affiliate can warrant investor attention, but the absolute amounts here are small relative to total shares outstanding and the filing contains the necessary representations and broker details for transparency.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Merrill Lynch 4242 Six Forks Road Suite 1800 Raleigh NC 27609	92395	158919.40	28147122	08/28/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	09/11/2018	Conversion of Series B shares to Common shares	Issuer			92395	09/11/2018	No Payment, Conversion of Series B shares to Common shares

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Joshua K. Harley 4905 Reserve Ct Parker TX 75002	Common	07/16/2025	34478	46025.16
Joshua K. Harley 4905 Reserve Ct Parker TX 75002	Common	07/17/2025	10231	13880.96
Joshua K. Harley 4905 Reserve Ct Parker TX 75002	Common	07/18/2025	22883	30116.72
Joshua K. Harley 4905 Reserve Ct Parker TX 75002	Common	07/21/2025	50717	73833.31
Joshua K. Harley 4905 Reserve Ct Parker TX 75002	Common	07/22/2025	81691	129619.11
Joshua K. Harley 4905 Reserve Ct Parker TX 75002	Common	07/23/2025	1100	1639.99

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does the Form 144 for FTHM report?

The filing reports a proposed sale of 92,395 common shares valued at $158,919.40, to be sold on 08/28/2025 via Merrill Lynch on NASDAQ.

Who acquired the shares being sold and when?

The shares were acquired by conversion of Series B into common shares on 09/11/2018; no cash payment was made for the conversion.

Has the filer sold shares recently?

Yes; the filing lists July 2025 open-market sales totaling 201,100 shares for gross proceeds of about $294,115.25.

Through which broker will the proposed sale occur?

The proposed sale is to be executed through Merrill Lynch, 4242 Six Forks Road, Raleigh NC, on the NASDAQ.

Does the filer state any undisclosed material information?

The filer represents by signature that they do not know of any material adverse information about the issuer that has not been publicly disclosed.