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  4. [8-K] Fathom Holdings Inc. Reports Material Event

Nasdaq puts Fathom (NASDAQ: FTHM) on 180-day clock to fix $1 bid

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
8-K

Rhea-AI Filing Summary

Fathom Holdings Inc. (FTHM) reports that on August 21, 2026, Nasdaq notified the company that its common stock failed to meet the $1.00 minimum bid price requirement for the last 30 consecutive business days under Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”). Under Nasdaq Listing Rule 5810(c)(3)(A), Fathom has 180 calendar days, until February 17, 2027, to regain compliance. Compliance will be restored if the bid price closes at or above $1.00 for at least 10 consecutive business days within this period. If still non-compliant, the company may qualify for an additional 180-day period if it meets all other Nasdaq Capital Market listing standards (except the Bid Price Rule) and indicates an intention to cure, potentially via a reverse stock split. The notice has no immediate effect on trading; FTHM remains listed on the Nasdaq Capital Market while the company evaluates its options.

Positive

  • None.

Negative

  • Nasdaq bid-price deficiency notice: Fathom’s stock traded below the $1.00 minimum bid for 30 consecutive business days, triggering a potential delisting risk if compliance is not regained within the allowed periods.

Filing Explained

If Fathom fails to regain compliance when required, Nasdaq may notify it that its stock is subject to delisting, and Fathom may appeal that determination to a Nasdaq hearings panel.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.
Minimum bid price requirement $1.00 per share Nasdaq Listing Rule 5550(a)(2) Bid Price Rule for continued listing
Deficiency trigger period 30 consecutive business days Period during which FTHM’s bid price closed below $1.00
Initial compliance period 180 calendar days From notice date until February 17, 2027 to regain Bid Price Rule compliance
Compliance requalification window 10 consecutive business days Bid price at or above $1.00 needed for Nasdaq to confirm compliance
Potential additional compliance period 180 days Possible second period if all other Nasdaq Capital Market standards are met
Compliance deadline February 17, 2027 End of initial 180-day Bid Price Rule compliance period
Bid Price Rule market
"below the minimum $1.00 per share requirement for continued inclusion"
Nasdaq Capital Market market
"continued inclusion on the Nasdaq Capital Market pursuant to Nasdaq"
The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.
reverse stock split financial
"intention to cure the bid price deficiency during the second compliance"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
market value of publicly held shares market
"required to meet the continued listing requirement for market value"
The market value of publicly held shares is the total dollar worth of a company’s shares that are available to outside investors, calculated by multiplying the current market price by the number of shares held by the public (the “float”). It matters because it tells investors how much of the company is actually tradable and how the market is pricing that tradable portion—like a price tag on the items on a store shelf, it affects liquidity, volatility and how easy it is to buy or sell a meaningful stake.
Nasdaq Listing Rule 5550(a)(2) regulatory
"requirement for continued inclusion on the Nasdaq Capital Market"

FAQ

Why did Fathom Holdings Inc. (FTHM) receive a Nasdaq notice?
Fathom received a notice because its common stock’s bid price closed below $1.00 per share for 30 consecutive business days, violating Nasdaq Listing Rule 5550(a)(2) for continued listing on the Nasdaq Capital Market.

How long does FTHM have to regain Nasdaq bid-price compliance?
Fathom has an initial 180-day period, until February 17, 2027, to regain compliance. If the bid price closes at or above $1.00 for at least 10 consecutive business days within this window, Nasdaq will confirm compliance.

Can Fathom Holdings Inc. (FTHM) get more time beyond February 17, 2027?
Yes. If Fathom does not regain compliance by February 17, 2027, it might receive an additional 180-day period if it meets all other Nasdaq Capital Market listing standards and states an intention to cure, potentially via a reverse stock split.

Is FTHM being delisted from Nasdaq now?
No. The notice has no immediate effect on Fathom’s listing. Its common stock continues to trade on the Nasdaq Capital Market under the symbol FTHM while the company works to regain compliance.

What happens if Fathom Holdings Inc. (FTHM) ultimately fails to regain compliance?
If Fathom does not regain compliance within the allowed periods, Nasdaq will notify the company that its common stock is subject to delisting. Fathom would then have the right to appeal the delisting determination to a Nasdaq hearings panel.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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0001753162FALSE00017531622026-08-212026-08-21

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 21, 2026
_______________________________________________
FATHOM HOLDINGS INC.
(Exact name of registrant as specified in its charter)
_______________________________________________
North Carolina
(State or other jurisdiction of incorporation)
001-3941282-1518164
(Commission File Number)(IRS Employer Identification No.)
2000 Regency Parkway Drive, Suite 300, Cary, North Carolina 27518
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 888-455-6040
_______________________________________________
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:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-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, No Par Value
FTHM
Nasdaq Capital Market
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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On August 21, 2026, Nasdaq Stock Market LLC (“Nasdaq”) notified Fathom Holdings Inc. (the “Company”) that for the last 30 consecutive business days, the bid price for the Company’s common stock had closed below the minimum $1.00 per share requirement for continued inclusion on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”).

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has a compliance period of 180 calendar days, or until February 17, 2027, to regain compliance with the Bid Price Rule. If at any time before February 17, 2027, the bid price of the Company's common stock closes at $1.00 per share or more for a minimum of ten consecutive business days, Nasdaq will provide the Company with a written confirmation of compliance with the Bid Price Rule.

If the Company does not regain compliance with the Bid Price Rule by February 17, 2027, the Company might be eligible for an additional 180-day compliance period. To qualify, the Company would be required to meet the continued listing requirement for market value of publicly held shares and all other continued listing standards for the Nasdaq Capital Market, with the exception of the Bid Price Rule, and would need to provide written notice of its intention to cure the bid price deficiency during the second compliance period, by effecting a reverse stock split, if necessary.

If the Company does not regain compliance with the Bid Price Rule when required, Nasdaq will provide written notification to the Company that its common stock is subject to delisting. At that time, the Company may appeal the delisting determination to a Nasdaq hearings panel.

The notice from Nasdaq has no immediate effect on the listing of the Company’s common stock and its common stock will continue to be listed on the Nasdaq Capital Market under the symbol “FTHM.” The Company is currently evaluating its options for regaining compliance. There can be no assurance that the Company will regain or maintain compliance with these Nasdaq listing standards.





SIGNATURE
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.
FATHOM HOLDINGS INC.
Date: August 24, 2026/s/ Adam Rothstein
Adam Rothstein
Interim Chief Executive Officer

Source: View Original Filing on SEC EDGAR

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