Leadership changes at Fathom Holdings (NASDAQ: FTHM) as Lori Muller steps in

Rhea-AI Filing Summary

Fathom Holdings Inc. reported a leadership change at its Fathom Realty subsidiary, appointing industry veteran Lori (Laura) Muller as President effective February 9, 2026, succeeding Samantha Giuggio, who is separating from the company and receiving severance benefits.

Muller will receive a $400,000 annual base salary, two one-time cash bonuses of $50,000 each tied to gross profit thresholds, and a monthly performance bonus of $20,000 from April through September 2026, also conditioned on gross profit performance. She was also granted $150,000 in inducement RSUs that vest at the end of the company’s first fiscal quarter of 2027 if the consolidated real estate brokerage business generates gross profit above $38.0 million for 2026 and she remains employed through vesting.

Departing COO and Fathom Realty President Samantha Giuggio will receive nine months of base salary, accelerated vesting of outstanding equity awards, and up to 12 months of COBRA premium reimbursement under a separation agreement, subject to a general release.

Insights

Equity research analyst

Fathom ties new leadership pay to 2026 gross profit while granting structured severance to the departing COO.

Fathom Holdings Inc. is executing a planned leadership transition at its core brokerage unit, appointing experienced executive Lori Muller as President of Fathom Realty. Her compensation package combines fixed pay with multiple incentives that depend on achieving specified gross profit thresholds.

The inducement RSU award of $150,000 vests only if the consolidated real estate brokerage business generates gross profit above $38.0 million for the fiscal year ending December 31, 2026, and if she remains employed through the first fiscal quarter of 2027. This structure links equity compensation directly to profitability in the brokerage segment.

Departing COO Samantha Giuggio receives nine months of base salary, accelerated equity vesting, and 12-month COBRA premium reimbursement, which formalizes an orderly exit. Overall, the events are significant for governance and management continuity but do not, by themselves, quantify a major change to the company’s financial outlook.

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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): February 9, 2026

_______________________________________________

FATHOM HOLDINGS INC.

(Exact name of registrant as specified in its charter)

_______________________________________________

			North Carolina
			(State or other jurisdiction of incorporation)
001-39412						82-1518164
(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:

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			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
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 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 10, 2026, Fathom Holdings Inc. (the “Company”) announced the appointment of Laura Muller as President of Fathom Realty Holdings, LLC (“Fathom Realty”), a wholly-owned subsidiary of the Company, effective February 9, 2026.

Laura (Lori) Muller – President

Laura Muller, age 55, has been serving as a Vice President and the President of U.S. Organization with Exit Realty Corp. International since September 2020. In this role, Ms. Muller oversaw U.S. brokerage operations while driving national market expansion, financial performance, and operational excellence across more than 20,000 consultants and 650+ offices. Reporting directly to the CEO, she led sales growth, corporately owned regions, franchise development, and strategic partnerships, while collaborating closely with executive leaders across operations, marketing, technology, finance, legal, human resources, training, communications, sales, and events. As an integral member of the executive team, Ms. Muller played a key role in shaping and executing national strategic initiatives designed to strengthen competitive advantage through innovation, accountability, and empowered leadership. Ms. Muller is currently serving as the Treasurer and a member of the board of directors of Thought Leaders Circle. Ms. Muller is also a member of the 2026 board of directors of The National Association of Realtors, RPAC Hall of Fame, where she has been a member since 2003. She is also a member of the executive committee of The National Women’s Council of Realtors. She is the recipient of multiple industry awards, including the VanGuard Award (HousingWire – 2023 and 2024), and was recognized as a Top 50 Women Leaders in Real Estate by RISMedia in 2022, and Women We Admire in 2023 and 2024. She holds numerous industry certifications, including ABR, GRI, CRS, CRB, E-Pro, SFR, C2EX, AHWD, and GSI (Gold Star Instructor) with the Real Estate Educators Association, and is a John Maxwell Certified Speaker, Trainer, and Coach.

In connection with Ms. Muller’s appointment to President of Fathom Realty, Fathom Realty and Ms. Muller entered into an employment agreement (the “Muller Employment Agreement”) to be effective as of February 9, 2026. Pursuant to the Muller Employment Agreement, Fathom Realty has agreed to provide Ms. Muller with a base salary of $400,000 per year (the “Base Salary”). In addition to the Base Salary, Fathom Realty has agreed to provide (i) two one-time cash bonuses of $50,000 each, both of which are subject to the achievement of certain gross profit performance thresholds defined in the Muller Employment Agreement, and (ii) a monthly performance bonus of $20,000 for the months of April 2026 through September 2026, conditioned upon the achievement of gross profit performance thresholds, as described in the Muller Employment Agreement. Further, as an inducement to entering into the Muller Employment Agreement, on February 9, 2026, Fathom Realty granted Ms. Muller a restricted stock unit grant in an amount equal to $150,000 of shares of the Company’s common stock (the “Inducement RSU Grant”). The Inducement RSU Grant will be unvested when granted and will vest on the last day of the Company’s first fiscal quarter of 2027 upon the Company’s achievement of gross profit thresholds for the Company’s 2026 fiscal year, as described in the Muller Employment Agreement, subject to Ms. Muller continuing as an employee of Fathom Realty on the vesting date.

In the event Ms. Muller’s employment is terminated by Fathom Realty without Cause or by Ms. Muller for Good Reason (as each term is defined in the Muller Employment Agreement), Ms. Muller will be entitled to: (i) her accrued salary and benefits through the date of termination, and (ii) six months of her then-current monthly base salary. All of Ms. Muller’s severance benefits are subject to her execution of a release of claims in a form acceptable to the Company.

Ms. Muller does not have any familial relationships with any executive officer or director of the Company. There have been no transactions in which the Company has participated and in which Ms. Muller had a direct or indirect material interest that would be required to be disclosed under Item 404(a) of Regulation S-K and there is no arrangement or understanding between Ms. Muller and any other person pursuant to which she was selected to serve as President.

Samantha Giuggio – Chief Operating Officer

Effective February 9, 2026, Samantha Giuggio, the Chief Operating Officer of the Company, has separated from the Company. In accordance with the severance agreement by and between Fathom Realty and Ms. Giuggio (the “Giuggio Severance Agreement”), subject to Ms. Giuggio’s execution of a general release, Ms. Giuggio will be entitled to (i) nine months of her current base salary, (ii) accelerated vesting of her outstanding equity awards, and (iii) reimbursement for her COBRA insurance premiums for twelve months following the date of termination.

The foregoing summary of the material terms of the Muller Employment Agreement and the Giuggio Separation Agreement are qualified in their entirety by reference to the complete text of the agreements, copies of which are filed as Exhibit 10.1 and 10.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

Item 8.01    Other Events.

On February 10, 2026, the Company issued a press release announcing the appointment of Ms. Muller as President, effective February 9, 2026. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.						Exhibit Description
10.1						Employment Agreement by and between Fathom Realty Holdings, LLC and Lori Muller.
10.2						Giuggio Separation Agreement.
99.1						Press Release, dated February 10, 2026.
104						The cover pages of this Current Report on Form 8-K, formatted in Inline XBRL.

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: February 12, 2026			/s/ Marco Fregenal
			Marco Fregenal
			President and Chief Executive Officer

Exhibit 99.1

Fathom Realty Appoints Lori Muller as President

Veteran Real Estate Leader to Drive Continued Growth and Agent Success

CARY, N.C., February 10, 2026 — Fathom Realty, a subsidiary of 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 the appointment of Lori Muller as President of Fathom Realty, effective February 9, 2026. Muller succeeds Samantha Giuggio, who will be stepping down from her roles as President of Fathom Realty and Chief Operating Officer of Fathom Holdings.

Muller brings more than two decades of leadership experience in residential real estate, most recently serving as President of the U.S. Organization at EXIT Realty Corp. International, where she oversaw brokerage operations, agent growth, and strategic initiatives nationwide with over 25,000 agents. Throughout her career, she has been recognized for driving agent success, fostering strong company culture, and leading large-scale operational growth.

“Lori is a proven, people-first leader with deep operational expertise and a strong track record of empowering agents and brokerage leaders,” said Marco Fregenal, Chief Executive Officer of the Company. “As Fathom continues to scale its agent-centric platform and expand its integrated services model, Lori’s experience leading high-performing organizations and her passion for agent success make her the ideal person to lead Fathom Realty into its next phase of growth.”

Muller added, “I am passionate about the opportunity to lead Fathom Realty into its next chapter of growth. Our industry is experiencing significant momentum in the merger and acquisition space, which creates incredible opportunity when paired with the right leadership. I am excited about what we are building at Fathom — a community designed to serve agents, fuel their businesses, unlock new opportunities, and empower their success in an ever-changing market.”

“I have had the honor of working with Samantha for over 14 years,” said Marco Fregenal, Chief Executive Officer of the Company. “Samantha has been instrumental in shaping the culture, growth, and operational excellence that define our company today. Under her leadership, Fathom has expanded into 42 states and Washington, D.C., supporting over 15,000 licensed agents with best-in-class systems, training, and support. She helped launch Fathom Elevate our concierge solution for agent marketing, transaction support, and coaching, which continues to set a new industry standard for agent services. Her passion, integrity, and vision have made a lasting impact, and she will always be a part of the Fathom legacy.”

Giuggio commented, “For more than 15 years, Fathom has been my professional home and extended family. Choosing to step down from my leadership roles was a personal decision, made with gratitude for the past and intention for my future. I met Lori Muller more than a year ago, and it was clear to me that she had the qualities needed to lead at the highest level. I am confident in her leadership and pleased to support her as she guides Fathom Realty’s continued growth. I’m truly excited for the next phase of my journey.”

Fregenal further added, “This leadership transition reflects the strength and maturity of our Company. We are building for the long term, and Lori’s leadership will help ensure we continue delivering exceptional value to our agents while driving sustainable growth for our shareholders.”

Notice of Issuance of Inducement Grant

In connection with Ms. Muller’s appointment, the Company’s Board of Directors has approved a restricted stock unit grant of $150,000 of shares of the Company’s common stock to Ms. Muller (the “Inducement RSUs”). The Inducement RSUs will vest on the last day of the Company’s first fiscal quarter of 2027 upon the Company’s consolidated real estate

brokerage business achieving a gross profit in excess of $38.0 million for the Company’s fiscal year ending December 31, 2026, subject to Ms. Muller’s continued employment with Fathom Realty through the vesting date. The Inducement RSUs were granted as an inducement material to Ms. Muller entering employment with Fathom Realty in accordance with Nasdaq Listing Rule 5635(c)(4). The Inducement RSUs will be granted on February 9, 2026, and are subject to the terms and conditions of the inducement restricted stock unit award agreement covering the grant.

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

What leadership change did Fathom Holdings (FTHM) announce at Fathom Realty?

Fathom Holdings appointed veteran real estate executive Lori (Laura) Muller as President of its Fathom Realty subsidiary, effective February 9, 2026. She succeeds Samantha Giuggio, who is separating from the company after long service in senior leadership roles.

What is Lori Muller’s compensation package at Fathom Holdings (FTHM)?

Lori Muller will receive a $400,000 annual base salary, two one-time $50,000 cash bonuses tied to gross profit thresholds, and a $20,000 monthly performance bonus from April through September 2026, also tied to gross profit performance metrics specified in her employment agreement.

How are Lori Muller’s inducement RSUs structured at Fathom Holdings (FTHM)?

Muller received $150,000 of inducement restricted stock units that vest on the last day of Fathom’s first fiscal quarter of 2027. Vesting requires consolidated real estate brokerage gross profit above $38.0 million for 2026 and her continued employment through the vesting date.

What severance will departing COO Samantha Giuggio receive from Fathom Holdings (FTHM)?

Under her separation agreement, Samantha Giuggio is entitled to nine months of current base salary, accelerated vesting of outstanding equity awards, and reimbursement of COBRA insurance premiums for 12 months, provided she signs a general release in favor of the company.

Why did Fathom Holdings (FTHM) grant inducement RSUs to Lori Muller?

The company granted $150,000 of inducement RSUs to Lori Muller as a material inducement to her employment with Fathom Realty. The grant complies with Nasdaq Listing Rule 5635(c)(4) and is governed by an inducement restricted stock unit award agreement.

What performance target is tied to Fathom Holdings (FTHM) inducement RSUs for Lori Muller?

The inducement RSUs for Lori Muller require Fathom’s consolidated real estate brokerage business to achieve gross profit in excess of $38.0 million for the fiscal year ending December 31, 2026. Meeting this threshold, plus continued employment, is necessary for vesting.

Filing Exhibits & Attachments

6 documents

Press Releases

• EX-99.1 EX-99.1 12.9 KB

Agreements & Contracts

• EX-10.1 EX-10.1 106.4 KB
• EX-10.2 EX-10.2 48.6 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.7 KB