Fathom Holdings director amends Form 4 after August 28 sale of 92,395 shares

Rhea-AI Filing Summary

Fathom Holdings director Harley Joshua amended a Form 4 to correct a typographical error and to report the disposition of 92,395 shares of FTHM common stock sold on 08/28/2025 at prices ranging from $2.15 to $2.445. After the reported sales, the reporting person beneficially owned 3,135,406 shares. The amendment clarifies that the transaction code is a disposition (code "D") rather than an acquisition, and the filer offers to provide a price-by-price breakdown on request. The filing is signed by power of attorney.

Positive

• Correction and transparency: The amendment clarifies a reporting error and offers to provide detailed price information on request
• Continued substantial ownership: Reporting person still beneficially owns 3,135,406 shares after the sale

Negative

• Insider disposition: Sale of 92,395 shares reduces insider stake and may be interpreted by some investors as a liquidity or rebalancing action

Insights

Corporate Governance Expert

TL;DR: Director sale corrected by amendment; reduces insider stake modestly and fixes reporting accuracy.

The amendment addresses a clerical error in the original Form 4 by changing the transaction code to a disposition, improving disclosure accuracy. The director sold 92,395 shares, lowering beneficial ownership to 3,135,406 shares; the sale size appears modest relative to typical director holdings and the filing states the sale occurred across prices from $2.15 to $2.445. From a governance perspective, timely and transparent correction is positive, though the sale itself modestly reduces insider ownership alignment with shareholders.

Securities Analyst

TL;DR: Insider sold ~92k shares at ~$2.15–$2.445; impact on capitalization is likely immaterial.

The reported disposal of 92,395 shares represents a clear liquidity event by an insider, executed across a narrow price band. Post-sale ownership of 3,135,406 shares remains substantial in absolute terms. The filer’s offer to provide per-price details enhances transparency for market participants assessing insider activity. There is no additional financial data in the filing to suggest material impact on company fundamentals.

Insider Trade Summary

Net Seller: 92,395 shares

Net Sell 1 txn

Insider Harley Joshua

Role 10% Owner

Sold 92,395 shs ($220K)

Type	Security	Shares	Price	Value
Sale	Common Stock	92,395	$2.376	$220K

Holdings After Transaction: Common Stock — 3,135,406 shares (Direct)

Footnotes (1)

1. F1. The reported securities were sold in multiple transactions at prices ranging from $2.15 to $2.445. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 09/02/2025 - 08:35 AM Learn about SEC filing dates

FAQ

What did Harley Joshua report in the amended Form 4 for FTHM?

The amended Form 4 reports the disposition of 92,395 FTHM shares sold on 08/28/2025 and corrects the transaction code to a disposition (code "D").

How many FTHM shares does Harley Joshua beneficially own after the sale?

After the reported transactions, the filing shows beneficial ownership of 3,135,406 shares.

At what prices were the FTHM shares sold?

The filing states the shares were sold at prices ranging from $2.15 to $2.445; the filer will provide per-price breakdown on request.

Why was the Form 4 amended?

The amendment corrects a typographical error where the original form incorrectly used an acquisition code instead of the correct disposition code for the reported sale.

Who signed the amended Form 4 for Harley Joshua?

The Form 4 amendment was signed by Donald R. Reynolds by power of attorney on behalf of the reporting person.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Harley Joshua

(Last) (First) (Middle)

C/O FATHOM HOLDINGS INC.

2000 REGENCY PARKWAY DRIVE, SUITE 300

(Street)

CARY NC 27518

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Fathom Holdings Inc. [ FTHM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/28/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
08/29/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/28/2025		S		92,395	D	$2.376(1)	3,135,406	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The reported securities were sold in multiple transactions at prices ranging from $2.15 to $2.445. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

Remarks:

The Form 4 filed on August 29, 2025 to report the reporting person's sales on August 28, 2025 is amended herein to correct a typographical error in column 4 of Table I. The correct code for the transaction is a code "D" for disposition, consistent with the disclosure in the row. The Form inadvertently set forth a code "A" in column 4 of this row when originally filed. The line item of the Form 4 remains otherwise unmodified.

	/s/ Donald R. Reynolds, by Power of Attorney	09/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.