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Fathom Holdings (NASDAQ: FTHM) faces Nasdaq bid-price warning and delisting risk

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

Rhea-AI Filing Summary

Fathom Holdings Inc. has received a notice from Nasdaq that its common stock no longer meets the Nasdaq Capital Market’s minimum $1.00 per share bid price requirement under Nasdaq Listing Rule 5550(a)(2). The bid price has closed below this level for the last 30 consecutive business days.

The company has 180 calendar days, until October 7, 2026, to regain compliance. If the stock closes at or above $1.00 for at least ten consecutive business days during this period, Nasdaq will confirm compliance. Fathom may receive an additional 180-day period if it meets other listing standards and commits to curing the deficiency, potentially via a reverse stock split.

If compliance is not regained, Nasdaq can move to delist the stock, which Fathom could appeal. The notice does not immediately affect trading, and the stock continues to trade on the Nasdaq Capital Market under the symbol “FTHM” while the company evaluates its options.

Positive

  • None.

Negative

  • Nasdaq minimum bid-price deficiency: Fathom’s stock has closed below the $1.00 bid-price requirement for 30 consecutive business days, triggering a formal non-compliance notice and starting a 180-day cure period.
  • Delisting risk if compliance is not restored: Failure to regain compliance by October 7, 2026 (and any additional period) could lead to Nasdaq delisting the common stock, potentially impacting liquidity and visibility.

Insights

Nasdaq bid-price deficiency creates delisting risk if FTHM cannot lift its share price.

Fathom Holdings’ stock has traded below $1.00 for 30 consecutive business days, triggering a Nasdaq notice under Listing Rule 5550(a)(2). The company now faces a formal 180-day cure period ending on October 7, 2026 to restore compliance.

Compliance requires the share price to close at or above $1.00 for at least ten consecutive business days. If other Nasdaq Capital Market standards are met, Fathom might access a second 180-day window, likely tied to actions such as a reverse stock split, which the filing explicitly mentions as an option.

If Fathom does not regain compliance within the allowed timeframe, Nasdaq can initiate delisting proceedings, though the company could appeal to a hearings panel. The filing notes that trading continues under ticker FTHM for now, while management evaluates potential responses to the deficiency.

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.
Minimum bid price requirement $1.00 per share Nasdaq Listing Rule 5550(a)(2) threshold for continued listing
Non-compliance period 30 consecutive business days Days FTHM’s bid price closed below $1.00 before notice
Initial compliance window 180 calendar days Period ending October 7, 2026 to regain bid-price compliance
Compliance trading requirement 10 consecutive business days Days at or above $1.00 bid needed to regain compliance
Potential extension period Additional 180 days Second compliance period if other Nasdaq standards are met
Nasdaq Listing Rule 5550(a)(2) regulatory
"the minimum $1.00 per share requirement for continued inclusion on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2)"
Bid Price Rule regulatory
"pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”)"
Nasdaq Capital Market financial
"continued inclusion on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2)"
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
"by effecting a reverse stock split, if necessary"
A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.
delisting regulatory
"its common stock is subject to delisting"
Delisting occurs when a company's stock is removed from a stock exchange and is no longer available for trading there. This can happen voluntarily or because the company no longer meets the exchange's requirements. For investors, delisting means they can no longer buy or sell shares of that company on the exchange, which may make it more difficult to sell their investments or affect the stock's value.
Understanding 8-K Material Events →
0001753162FALSE00017531622026-04-102026-04-10

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): April 10, 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 April 10, 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 October 7, 2026, to regain compliance with the Bid Price Rule. If at any time before October 7, 2026, 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 October 7, 2026, 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: April 16, 2026/s/ Marco Fregenal
Marco Fregenal
President and Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What Nasdaq notice did Fathom Holdings (FTHM) receive?

Fathom Holdings received a Nasdaq notice that its common stock no longer satisfies the minimum $1.00 per share bid price requirement. The stock traded below this threshold for 30 consecutive business days, triggering non-compliance with Nasdaq Listing Rule 5550(a)(2).

How long does Fathom Holdings (FTHM) have to regain Nasdaq compliance?

Fathom has an initial 180 calendar days, until October 7, 2026, to regain compliance. During this period, the bid price must close at or above $1.00 for at least ten consecutive business days to satisfy Nasdaq’s bid price rule.

Can Fathom Holdings (FTHM) receive more time beyond October 7, 2026?

Fathom might qualify for an additional 180-day compliance period if it meets other Nasdaq Capital Market listing standards. It must also notify Nasdaq of its plan to cure the deficiency, which may include a reverse stock split to raise the share price.

What happens if Fathom Holdings (FTHM) cannot fix the bid price deficiency?

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 opportunity to appeal the delisting determination to a Nasdaq hearings panel.

Does the Nasdaq notice immediately affect trading in Fathom Holdings (FTHM) stock?

The notice has no immediate effect on trading. Fathom’s common stock continues to be listed and traded on the Nasdaq Capital Market under the symbol “FTHM” while the company evaluates options to regain bid-price compliance.

What options is Fathom Holdings (FTHM) considering to regain compliance?

The company states it is evaluating its options for regaining compliance. The filing notes that, if needed in a second compliance period, Fathom may indicate its intent to cure the bid-price deficiency by effecting a reverse stock split.

Filing Exhibits & Attachments

3 documents

Other Documents