Fathom Holdings Inc. (FTHM) CEO reports 31,306-share stock gift

Rhea-AI Filing Summary

Fathom Holdings Inc. Chief Executive Officer and director Marco Fregenal reported a bona fide gift of 31,306 shares of common stock on February 9, 2026, at a stated price of $0 per share, coded as a gift disposition.

After this transfer, he directly holds 1,459,045 common shares, including 133,337 restricted shares that vest on the second and third anniversaries of the November 15, 2024 grant date. Additional indirect holdings include 5,056 shares held by his wife and 150,000 shares in the Fregenal 2020 Irrevocable Trust, for which he disclaims beneficial ownership. He also holds performance rights covering 200,000 shares of common stock vesting by August 20, 2028 and 50,000 shares vesting by November 15, 2034, each contingent on the stock achieving specified price targets for a set time.

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

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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)
02/09/2026

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	02/09/2026		G		31,306	D	$0	1,459,045	D(1)
Common Stock								5,056	I	By: Wife
Common Stock								150,000	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)							(3)	08/20/2028	Common Stock	200,000		200,000	D
Performance Rights	(3)							(3)	11/15/2034	Common Stock	50,000		50,000	D

Explanation of Responses:

1. Of these shares, 133,337 are restricted and vest on the 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	02/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did FTHM CEO Marco Fregenal report?

Marco Fregenal reported a bona fide gift of 31,306 Fathom Holdings common shares on February 9, 2026. The transaction was coded as a gift (code G) at a stated price of $0 per share, reflecting a non-sale disposition of stock.

How many Fathom Holdings (FTHM) shares does Marco Fregenal hold after the gift?

After the reported gift, Marco Fregenal directly holds 1,459,045 Fathom Holdings common shares. Of this amount, 133,337 shares are restricted stock that vests in tranches on the second and third anniversaries of the November 15, 2024 grant date.

What indirect FTHM shareholdings are associated with Marco Fregenal?

Indirectly, 5,056 Fathom Holdings shares are held by his wife, and 150,000 shares are held by the Fregenal 2020 Irrevocable Trust for his children. He disclaims beneficial ownership of the trust shares, despite their inclusion in the ownership disclosure.

What performance rights in Fathom Holdings stock does Marco Fregenal hold?

He holds performance rights linked to 200,000 Fathom Holdings common shares vesting by August 20, 2028, and 50,000 shares vesting by November 15, 2034. Each performance right converts into one share if specified stock price targets are met for a set duration.

Are any of Marco Fregenal’s FTHM shares subject to vesting conditions?

Yes. Of his directly held Fathom Holdings shares, 133,337 are restricted and vest on the second and third anniversaries of the November 15, 2024 grant. Additionally, his performance rights vest only if Fathom stock sustains specified price levels over defined periods.

Does the FTHM Form 4 indicate a stock sale by Marco Fregenal?

No sale is reported. The Form 4 shows a bona fide gift of 31,306 common shares at a stated price of $0 per share. Other entries in the filing describe existing holdings and performance rights rather than open-market purchases or sales.