[Form 4] Fathom Holdings Inc. Insider Trading Activity

Rhea-AI Filing Summary

Marco Fregenal, Chief Executive Officer and Director of Fathom Holdings Inc. (FTHM), reported insider transactions dated 08/20/2025. The filing shows a disposition of 1,619,353 shares of common stock and continued indirect holdings of 5,056 shares (held by spouse) and 15,000 shares (held in the Fregenal 2020 Irrevocable Trust). The report also records issuance/acquisition of performance rights: 200,000 performance rights granted on 08/20/2025 (underlying 200,000 shares, $0 exercise price, exercisable by 08/20/2028) and 50,000 performance rights exercisable 11/15/2034. Certain restricted shares and vesting schedules are disclosed and the form is signed by power of attorney on 08/21/2025.

Positive

• Grant of 200,000 performance rights with $0 exercise price that convert into common stock if specified price targets are met, aligning long‑term management incentives
• Additional 50,000 performance rights exercisable in 2034 providing further long‑dated incentive alignment
• Clear disclosure of indirect holdings and vesting schedules, including trust holdings and restricted share vesting dates

Negative

• Disposition of 1,619,353 common shares by the CEO/Director on 08/20/2025, a large sale that materially reduces direct common stock holdings
• Significant portion of remaining share exposure is indirect (5,056 shares held by spouse and 15,000 in a trust) rather than direct ownership

Insights

Financial Analyst

TL;DR: Large share disposition coincides with new long‑dated performance rights, producing a mixed signal on insider alignment.

The sale of 1,619,353 common shares is a material share disposition by the CEO and Director and may affect perceived insider alignment in the near term because it reduces direct common stock ownership. Offsetting this, the grant of 200,000 performance rights (zero exercise price, tied to share‑price performance) and an additional 50,000 performance rights provide long‑dated equity upside for management and retain potential alignment with shareholders if performance targets are met. The filing discloses indirect holdings (5,056 and 15,000 shares) and restricted share vesting dates which clarify remaining insider exposure. Overall, the combined package implies near‑term liquidity or rebalancing together with retained long‑term incentive exposure.

Corporate Governance Expert

TL;DR: Governance view: a significant sale by a top executive paired with performance‑based awards; documentation and vesting schedules are clearly disclosed.

The Form 4 provides transparent disclosure of the CEO/Director relationship to the issuer and details of indirect ownership and trusts, including a disclaimer of beneficial ownership for trust‑held shares. Vesting schedules for restricted shares and the structure of performance rights (contingent on share price for specified durations) are explicitly stated, supporting clear governance reporting. The use of a power of attorney for signature is noted. From a governance perspective, the filing meets Section 16 reporting requirements and supplies meaningful detail about incentive alignment and delegation of execution.

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
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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^*

Fregenal Marco

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2025

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

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								1,619,353	D(1)
Common Stock								5,056	I	By: Wife
Common Stock								15,000	I(2)	By: Fregenal 2020 Irrevocable Trust

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
Performance Rights	(3)	08/20/2025		A		200,000		(3)	08/20/2028	Common Stock	200,000	$0	200,000	D
Performance Rights	(3)							(3)	11/15/2034	Common Stock	50,000		50,000	D

Explanation of Responses:

1. Of these shares, 54,499 are restricted and vest in full on September 1, 2025, and 200,000 are restricted and vest on the first, second and third anniversary of the grant date, November 15, 2024.

2. These shares are held by a trust for the benefit of the reporting person's children. The reporting person's spouse is trustee of the trust. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

3. Each performance right represents a contingent right to receive one share of Fathom Holdings Inc. common stock. The performance rights vest upon Fathom's common stock achieving a specified price per share for a specified time.

	/s/ Donald R. Reynolds, by Power of Attorney	08/21/2025
	** 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.

FAQ

What transactions did FTHM insider Marco Fregenal report on 08/20/2025?

The Form 4 reports a disposition of 1,619,353 common shares and the acquisition/grant of 200,000 performance rights (08/20/2025) and 50,000 performance rights (11/15/2034).

How many performance rights did the CEO receive and when do they vest or become exercisable?

The filing shows 200,000 performance rights (underlying 200,000 shares, exercisable by 08/20/2028 per terms) and 50,000 performance rights tied to an event date of 11/15/2034.

Does Marco Fregenal still hold FTHM shares after the reported transactions?

Yes. The filing reports 5,056 shares indirectly held by his spouse and 15,000 shares held in the Fregenal 2020 Irrevocable Trust; direct ownership after the reported disposition is not separately listed beyond restricted share details.

Are there any restricted shares or vesting schedules disclosed for Fregenal?

Yes. The filing states that 54,499 shares are restricted and vest in full on September 1, 2025, and 200,000 shares are restricted and vest over the first through third anniversaries of the grant date of November 15, 2024.

Who signed the Form 4 filing for Marco Fregenal?

The form was signed by Donald R. Reynolds by Power of Attorney on 08/21/2025.