Fathom Holdings (NASDAQ: FTHM) faces Nasdaq deadline after late Form 10-Q
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Fathom Holdings Inc. reported it received a notice from Nasdaq on May 22, 2026 stating the company is not in compliance with Nasdaq Listing Rule 5250(c)(1) because it has not yet filed its Form 10-Q for the quarter ended March 31, 2026.
The company has until July 21, 2026 to submit a compliance plan and could receive an extension to November 11, 2026 if Nasdaq accepts that plan. The notice does not immediately affect trading, and Fathom’s shares remain listed on the Nasdaq Capital Market under the symbol FTHM.
Fathom states it is working to complete and file the Form 10-Q as soon as practicable but notes there is no assurance its plan will be accepted or that it will regain compliance within any extension period.
Positive
- None.
Negative
- Nasdaq noncompliance and delisting risk: Fathom is currently out of compliance with Nasdaq Listing Rule 5250(c)(1) for failing to timely file its March 31, 2026 Form 10-Q, and explicitly notes its securities could be delisted if it does not successfully regain compliance within Nasdaq’s allowed timeframes.
Insights
Nasdaq late-filing notice introduces real listing risk for Fathom.
The key issue is noncompliance with Nasdaq Listing Rule 5250(c)(1) due to Fathom’s missing Form 10-Q for the quarter ended March 31, 2026. This triggers a formal deficiency process but does not immediately suspend or delist the stock.
Nasdaq’s framework gives Fathom until July 21, 2026 to present a remediation plan and potentially until November 11, 2026 to regain compliance. Whether Nasdaq accepts the plan and whether Fathom meets any extended deadlines will directly influence its continued Nasdaq Capital Market listing.
The company emphasizes it is working diligently to finish the Form 10-Q and explicitly acknowledges there is no assurance its plan will be accepted or that compliance will be restored within any extension. Subsequent disclosures about the filing of the Form 10-Q and Nasdaq’s response will clarify the listing outlook.
8-K Event Classification
2 items: 3.01, 9.01
2 items
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 or transferred its listing to a different exchange.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Form 10-Q period end: March 31, 2026
Nasdaq notice date: May 22, 2026
Plan submission deadline: July 21, 2026
+1 more
4 metrics
Form 10-Q period end
March 31, 2026
Quarterly Report not yet filed, triggering Nasdaq notice
Nasdaq notice date
May 22, 2026
Date Nasdaq notified Fathom of listing rule noncompliance
Plan submission deadline
July 21, 2026
Deadline to submit Nasdaq compliance plan
Potential compliance extension
November 11, 2026
Latest date Nasdaq may allow to regain compliance
Key Terms
Nasdaq Listing Rule 5250(c)(1), Form 10-Q, Nasdaq Capital Market, Listing Qualifications Department, +1 more
5 terms
Nasdaq Listing Rule 5250(c)(1) regulatory
"stating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1)"
Nasdaq Listing Rule 5250(c)(1) requires companies listed on the Nasdaq stock exchange to promptly notify the exchange if their stock price falls below a certain minimum level, known as the "initial listing standards." This rule helps ensure that investors are aware of significant declines in a company's stock value, which could signal financial trouble or increased risk. Essentially, it helps maintain transparency and protect investors by keeping them informed about important changes in a company's stock performance.
Form 10-Q financial
"because it has not timely filed its Quarterly Report on Form 10-Q for the period ended March 31, 2026"
A Form 10-Q is a detailed report that publicly traded companies are required to file with regulators three times a year, providing an update on their financial health and business activities. It is important for investors because it offers timely insights into a company's performance, helping them make informed decisions about buying or selling stocks. Think of it as a regular check-up report that shows how well a company is doing.
Nasdaq Capital Market market
"the Company’s common stock will continue to be listed on the Nasdaq Capital Market under the symbol “FTHM.”"
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.
Listing Qualifications Department regulatory
"received a notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC"
A listing qualifications department is the part of a stock exchange that checks whether a company meets the exchange’s rules for being listed and staying listed. Think of it as a gatekeeper or building inspector: it reviews financial statements, disclosure practices and corporate governance, flags problems and can require fixes or remove a company’s shares. Investors care because its decisions affect whether a stock remains tradable and how much trust to place in a company’s reporting.
forward-looking statements regulatory
"This press release contains "forward-looking statements" that involve risks and uncertainties"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
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): May 22, 2026
_______________________________________________
(Exact name of registrant as specified in its charter)
_______________________________________________
(State or other jurisdiction of incorporation) | ||||||||
| (Commission File Number) | (IRS Employer Identification No.) | |||||||
(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:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-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 | ||||||
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 May 22, 2026, Fathom Holdings Inc. (the “Company”) received a notification letter from the Nasdaq Stock Market LLC (“Nasdaq”) indicating that, because the Company has not yet filed its Quarterly Report on Form 10-Q for the period ended March 31, 2026 (the “Form 10-Q”), the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1), which requires timely filing of all required periodic financial reports with the Securities and Exchange Commission (the “Filing Requirement”).
In accordance with Nasdaq’s listing rules, the Company has 60 calendar days from the date of the notification letter, or until July 21, 2026, to submit a plan to regain compliance with the Filing Requirement. If Nasdaq accepts the Company’s plan, Nasdaq may grant an exception of up to 180 calendar days from the Form 10-Q’s due date, or until November 11, 2026, to regain compliance. Any subsequent periodic filing due within the exception period must also be filed by the end of such period. If Nasdaq does not accept the Company’s plan, the Company will have the opportunity to appeal that decision to a Nasdaq hearings panel pursuant to the procedures set forth in Nasdaq Listing Rule 5815(a).
The notification letter has no immediate effect on the listing or trading of the Company’s common stock, and the Company’s common stock will continue to be listed on the Nasdaq Capital Market under the symbol “FTHM.” The Company intends to file the Form 10-Q as promptly as possible to regain compliance with the Filing Requirement. If the Company is unable to file the Form 10-Q by July 21, 2026, it intends to submit a plan of compliance to Nasdaq. There can be no assurance that the Company’s plan will be accepted by Nasdaq or that the Company will regain compliance with the Filing Requirement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Exhibit Description | |||||||
99.1 | Press Release, dated May 29, 2026. | |||||||
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: May 29, 2026 | /s/ Marco Fregenal | ||||
| Marco Fregenal | |||||
| President and Chief Executive Officer | |||||
Exhibit 99.1
Fathom Holdings Inc. Receives Notification from Nasdaq Regarding Late Filing of Form 10-Q
CARY, N.C., May 29, 2026 - Fathom Holdings Inc. (Nasdaq: FTHM) (the “Company”), a national, technology-driven real estate services platform integrating residential brokerage, mortgage, title, and SaaS offerings, today announced that it has received a notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”), because it has not timely filed its Quarterly Report on Form 10-Q for the period ended March 31, 2026 (the “Form 10-Q”) with the U.S. Securities and Exchange Commission (the “SEC”). The Rule requires Nasdaq-listed companies to timely file all required periodic financial reports with the SEC.
Nasdaq has provided the Company with 60 calendar days from the date of Notice, or until July 21, 2026, to submit a plan to regain compliance. If Nasdaq accepts the Company’s plan, then Nasdaq may grant the Company up to 180 days from the due date for the filing of the Form 10-Q, or until November 11, 2026, to regain compliance. However, there can be no assurance that Nasdaq will accept the Company’s plan to regain compliance or that the Company will be able to regain compliance within any extension period granted by Nasdaq. If Nasdaq does not accept the Company’s plan, then the Company will have the opportunity to appeal that decision to a Nasdaq hearings panel.
The Notice has no immediate effect on the listing or trading of the Company’s securities. However, if the Company fails to timely regain compliance with the Rule, the Company’s securities will be subject to delisting from the Nasdaq Capital Market.
The Company is working diligently to finalize the financial statements and to file the Form 10-Q as soon as practicable.
About Fathom Holdings Inc.
Fathom Holdings Inc. is a national, technology-driven real estate services platform that integrates residential brokerage, mortgage, title, and SaaS offerings through its proprietary cloud-based software, intelliAgent. The Company's brands include Fathom Realty, Encompass Lending, intelliAgent, Real Results, and Verus Title. For more information, visit www.FathomInc.com.
Cautionary Note Concerning Forward-Looking Statements
This press release contains "forward-looking statements" that involve risks and uncertainties which we expect will or may occur in the future and may impact our business, financial condition and results of operations. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including: reliance on, and risks associated with hiring, integrating and retaining, key personnel; risks associated with general economic conditions, including rising interest rates; its ability to generate positive operational cash flow; risks associated with the Company's ability to continue achieving significant growth; its ability to continue its growth trajectory while achieving profitability over time; risks related to ongoing and future litigation; and other risks as set forth in the Risk Factors section of the Company's most recent Form 10-K as filed with the SEC and supplemented from time to time in other Company filings made with the SEC. Copies of Fathom's Form 10-K and other SEC filings are available on the SEC's website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Investor Contact:
Matt Glover and Clay Liolios
Gateway Group, Inc.
949-574-3860
FTHM@gateway-grp.com
FAQ
Why did Fathom Holdings (FTHM) receive a Nasdaq noncompliance notice?
Fathom Holdings received a Nasdaq noncompliance notice because it did not timely file its Form 10-Q for the quarter ended March 31, 2026. Nasdaq Listing Rule 5250(c)(1) requires listed companies to submit all required periodic financial reports on time.
What deadlines has Nasdaq given Fathom Holdings (FTHM) to regain compliance?
Nasdaq gave Fathom until July 21, 2026 to submit a plan to regain compliance. If Nasdaq accepts that plan, the company may have until November 11, 2026 to file the delayed Form 10-Q and regain compliance.
Does the Nasdaq notice immediately affect Fathom Holdings (FTHM) stock trading?
The Nasdaq notice has no immediate effect on trading. Fathom’s common stock continues to trade on the Nasdaq Capital Market under the symbol FTHM while the company works through the compliance and potential extension process.
Could Fathom Holdings (FTHM) be delisted from Nasdaq over the late Form 10-Q?
Yes, the company states its securities will be subject to delisting if it fails to timely regain compliance with Nasdaq Listing Rule 5250(c)(1). Delisting risk depends on whether Nasdaq accepts Fathom’s plan and the company meets any granted deadlines.
How does Fathom Holdings (FTHM) plan to address the Nasdaq deficiency?
Fathom says it is working diligently to finalize its financial statements and file the Form 10-Q as soon as practicable. If it cannot file by July 21, 2026, it intends to submit a formal compliance plan to Nasdaq for review.
What happens if Nasdaq rejects Fathom Holdings’ (FTHM) compliance plan?
If Nasdaq does not accept Fathom’s compliance plan, the company will have an opportunity to appeal that decision to a Nasdaq hearings panel under Listing Rule 5815(a). The outcome of that process would influence any delisting decision.