[Form 4] Fathom Holdings Inc. Insider Trading Activity

Rhea-AI Filing Summary

Fathom Holdings Inc. (FTHM) reporting person Scott N. Flanders acquired 82,645 restricted stock units on 08/20/2025 at no cash price, representing contingent rights to the same number of common shares that vest on August 19, 2026. After the reported transaction, Mr. Flanders beneficially owns 1,576,641 shares directly and 90,000 shares indirectly held in trust for his grandchildren. The filing also discloses a $1,000,000 senior secured convertible promissory note dated 09/25/2024 that converts into 235,294 shares (maturing 10/01/2026) and a stock option to buy 13,078 shares that vested in full on August 12, 2023. The Form 4 was signed by power of attorney on 08/21/2025.

Positive

• Acquisition of 82,645 RSUs increases insider alignment without a cash outlay
• Clear disclosure of convertible note (235,294 shares) and vested option (13,078 shares) with dates
• Large direct beneficial ownership: 1,576,641 shares reported following the transaction

Negative

• None.

Insights

Financial Analyst

TL;DR: Insider acquired 82,645 RSUs and holds convertibles and vested options; ownership remains concentrated but no cash purchase was reported.

From an ownership perspective, the filing shows incremental insider economic exposure through 82,645 restricted stock units granted or recorded on 08/20/2025 that vest in full on 08/19/2026. The reporting person also holds a material convertible note equating to 235,294 shares and a vested option for 13,078 shares, which together supplement direct holdings of 1,576,641 shares. These instruments can affect future dilution if converted or exercised by their dates. The acquisition price for the RSUs is listed as $0, indicating a grant or non-cash issuance rather than a market purchase.

Corporate Governance Expert

TL;DR: The filing documents standard insider compensation and family trust holdings with clear vesting and conversion schedules.

The Form 4 identifies the reporter as a director and details the form and timing of holdings: restricted stock units that vest on 08/19/2026, shares held in a SEP IRA, and shares held in trust for grandchildren. The presence of a senior secured convertible promissory note and a vested option are disclosed with exercise/expiration dates, providing transparency on potential future insider-related share issuance. The Form 4 was executed by power of attorney on 08/21/2025, as permitted under the rules.

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^*

Flanders Scott N

(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
	Officer (give title below)		Other (specify below)

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)	08/20/2025		A		82,645	A	$0	1,576,641	D(2)
Common Stock								90,000	I(3)	See Footnote (3)

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
Senior Secured Convertible Promissory Note	$4.25							09/25/2024	10/01/2026	Common Stock	235,294		$1,000,000	D
Stock Option (Right to Buy)	$8.22							(4)	08/11/2032	Common Stock	13,078		13,078	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of Fathom Holdings Inc. common stock.

2. 120,668 shares are held by the Scott N. Flanders SEP IRA Fathom. Of these shares, 82,645 are restricted stock units that vest in full on August 19, 2026.

3. These shares are held in trust for the Reporting Person's grandchildren.

4. The option vested in full on August 12, 2023.

	/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 did Scott N. Flanders report on Form 4 for FTHM?

He reported the acquisition of 82,645 restricted stock units on 08/20/2025 and disclosed existing holdings including 1,576,641 shares directly and 90,000 indirectly.

When do the 82,645 restricted stock units vest?

The 82,645 RSUs vest in full on August 19, 2026 according to the filing.

What convertible or derivative instruments does the filing disclose?

A senior secured convertible promissory note ($1,000,000) convertible into 235,294 shares (dated 09/25/2024, maturing 10/01/2026) and a stock option for 13,078 shares that vested on 08/12/2023 are disclosed.

Are any shares held for family or in retirement accounts?

Yes: 120,668 shares are held in the Scott N. Flanders SEP IRA (82,645 of which are RSUs) and 90,000 shares are held in trust for the reporting person's grandchildren.

What is the reported transaction date and filing signature date?

Transaction date: 08/20/2025. Form signed by Power of Attorney: 08/21/2025.