[DEFA14A] Fathom Holdings Inc. Additional Proxy Soliciting Materials

Rhea-AI Filing Summary

Fathom Holdings Inc. (NASDAQ: FTHM) has filed a DEFA14A to distribute additional proxy materials for its 2025 Annual Meeting, to be held on 20 August 2025 at the company’s Cary, NC headquarters. Shareholders will be asked to:

• Elect six director nominees to one-year terms ending at the 2026 meeting.
• Approve an amendment to the 2019 Omnibus Stock Incentive Plan that adds 1.3 million shares of common stock to the plan’s reserve.
• Ratify Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending 31 December 2025.
• Address any other business that may properly come before the meeting.

The Board of Directors unanimously recommends a “FOR” vote on Proposals 1-3. No SEC filing fee is required for this notice. Proxy materials, including the 2024 Form 10-K/A and the full 2025 proxy statement, are available online, and shareholders may vote electronically, by QR-enabled mobile device, by proxy card, or in person at the meeting.

Positive

• Auditor continuity with Deloitte & Touche LLP reduces transition risk and supports reporting stability.
• Electronic and mobile voting options improve shareholder participation and governance transparency.

Negative

• Potential dilution from adding 1.3 million shares to the 2019 Omnibus Stock Incentive Plan.

Insights

Corporate Governance Expert

TL;DR: Routine annual-meeting items; minor dilution risk from stock plan increase.

The filing outlines standard governance matters: director elections, auditor ratification, and a modest expansion of the equity incentive plan. The 1.3 million-share increase represents additional potential dilution but is typical for growth-oriented companies that rely on equity compensation to align management incentives. Retaining Deloitte maintains auditor continuity, reducing transition risk. Overall, these proposals are customary, carry low controversy, and should not materially alter the company’s strategic direction.

Financial Analyst

TL;DR: Neutral financial impact; equity plan expansion could dilute but supports talent retention.

No new operating or earnings data are provided. The equity plan amendment could dilute existing shareholders by roughly 5-6 % of outstanding shares (exact base share count not disclosed here), yet it preserves hiring and retention flexibility in a competitive real-estate technology space. The auditor ratification is procedural. Unless opposed by major shareholders, the meeting items are unlikely to move the stock in the near term.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

(RULE 14a-101)

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant x

Filed by a Party other than the Registrant ¨

Check the appropriate box:

¨	Preliminary Proxy Statement.
¨	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)).
¨	Definitive Proxy Statement.
x	Definitive Additional Materials.
¨	Soliciting Material Pursuant to §240.14a-12.

FATHOM HOLDINGS INC.

(Name of Registrant as Specified in its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x	No fee required.
¨	Fee paid previously with preliminary materials.
¨	Fee computed on the table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

You May Vote Your Proxy When You View The Material On The Internet. You Will Be Asked To Follow The Prompts To Vote Your Shares. FATHOM HOLDINGS INC. 2000 Regency Parkway Drive,Suite 300 Cary, North Carolina 27518 *Shareholders are cordially invited to attend the Annual Meeting and vote in person. At the Annual Meeting, you will need to request a ballot to vote your shares. Dear Shareholder, The 2025 Annual Meeting of Shareholders of Fathom Holdings Inc. will be held at 2000 Regency Parkway Drive, Suite 160, Cary, North Carolina, on Wednesday, August 20, 2025 at 8:30 AM (local time). Proposals to be considered at the Annual Meeting: (1) To elect the six directors nominated by our board of directors (the “Board”) and named herein to hold office for a one-year term until the 2026 Annual Meeting of Shareholders; (2) To approve an amendment to the Fathom Holdings Inc. 2019 Omnibus Stock Incentive Plan to increase the share reserve by one million three hundred thousand (1,300,000) shares of common stock; (3) To ratify the selection of Deloitte & Touche LLP, an independent registered public accounting firm, as the auditor of the Company for the year ending December 31, 2025; and (4) To consider and take action upon such other matters as may properly come before the meeting or any adjournment or postponement thereof. Your electronic vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed, dated, and returned the proxy card. The Proxy Materials are available for review at: https://www.cstproxy.com/fathom/2025 CONTROL NUMBER FATHOM HOLDINGS INC. c/o Continental Proxy Services 1 State Street, New York NY 10004 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS to be held on August 20, 2025 The Board of Directors recommends a vote “FOR” all nominees under Proposal 1, and “FOR” Proposals 2 and 3. Fathom Holdings Proxy Notice Rev1 Front Vote Your Proxy on the Internet: Go to http://www.cstproxyvote.com Have your notice available when you access the above website. Follow the prompts to vote your shares. MOBILE VOTING On your Smartphone/Tablet, open the QR Reader and scan the below image. Once the voting site is displayed, enter your Control Number from the proxy card and vote your shares. 2025

Important Notice Regarding the Availability of Proxy Materials For the 2025 Annual Meeting of Shareholders to be Held on August 20, 2025 The following Proxy Materials are available for review at: https://www.cstproxy.com/fathom/2025 – the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as amended by Form 10-K/A. – the Company’s 2025 Proxy Statement. – the Proxy Card. This is not a ballot. You cannot use this notice to vote your shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. If you would like to receive a paper or e-mail copy of these documents, you must request one. There is no charge for such documents to be mailed to you. Please make your request for a copy as instructed below on or before August 8, 2025 to facilitate a timely delivery. You may also request that you receive paper copies of all future proxy materials from the Company. ACCESSING YOUR PROXY MATERIALS ONLINE Have this notice available when you request a paper copy of the proxy materials or to vote your proxy electronically. You must reference your control number. REQUESTING A PAPER COPY OF THE PROXY MATERIALS By telephone please call 1-888-266-6791 or By logging on to https://www.cstproxy.com/fathom/2025 or By email at: proxy@continentalstock.com Please include the company name and your control number in the subject line. FATHOM HOLDINGS INC. 2000 Regency Parkway Drive,Suite 300 Cary, North Carolina 27518 Fathom Holdings Proxy Notice Rev1 Back 2025

FAQ

When is Fathom Holdings' 2025 Annual Meeting?

The meeting is scheduled for 8:30 AM (local time) on 20 August 2025 in Cary, North Carolina.

What proposals are on the FTHM proxy ballot?

Shareholders will vote on electing six directors, expanding the 2019 stock incentive plan by 1.3 million shares, and ratifying Deloitte as auditor.

Does the Board recommend voting FOR or AGAINST the proposals?

The Board recommends voting FOR all director nominees, the stock plan amendment, and the auditor ratification.

How can Fathom Holdings shareholders vote their shares?

Investors may vote online at cstproxyvote.com, via QR-code mobile voting, by returning a proxy card, or in person at the meeting.

Will approving the stock plan amendment dilute current FTHM shareholders?

Yes. Authorizing 1.3 million additional shares increases the pool available for equity awards and could dilute existing holdings when issued.