FTHM CEO receives equity: 23,611 shares; 250,000 performance rights

Rhea-AI Filing Summary

Marco Fregenal, Chief Executive Officer and director of Fathom Holdings Inc. (FTHM), reported transactions dated 09/30/2025. He received 23,611 shares of common stock at $1.80 per share granted in lieu of salary for Q3 2025, bringing his direct beneficial ownership to 1,582,964 shares. The filing also reports 5,056 shares held indirectly by his spouse and 150,000 shares held in an irrevocable trust for his children, which he disclaims beneficial ownership of.

The report discloses 200,000 restricted shares that vest over three anniversaries starting November 15, 2024, and 250,000 performance rights ( 200,000 tied to an 08/20/2028 exercisable period and 50,000 tied to 11/15/2034) each convertible into common stock if specified price/time conditions are met. The Form 4 was signed by power of attorney on 10/02/2025.

Positive

• 23,611 shares granted in lieu of Q3 2025 salary shows compensation alignment with equity
• 200,000 restricted shares vesting over time ties executive incentives to future tenure
• 250,000 performance rights align pay with future stock-price performance

Negative

• 250,000 performance rights are contingent but could dilute shareholders if converted
• 200,000 restricted shares remain outstanding and will increase share count as they vest

Insights

Corporate Insider / Compensation Analyst

Insider received salary in stock and holds time- and performance-based awards.

The report shows 23,611 common shares granted in lieu of Q3 2025 salary at $1.80 per share, increasing the reporting person's direct holdings to 1,582,964 shares. This is a routine compensation settlement rather than an open-market purchase.

The filing also records 200,000 restricted shares vesting over three anniversaries and 250,000 performance rights that convert to common stock upon achieving specified price/time conditions (08/20/2028 and 11/15/2034). These awards reflect ongoing equity-linked compensation and carry potential share issuance if vesting/performance triggers occur.

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).

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)
09/30/2025

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	09/30/2025		A		23,611(1)	A	$1.8	1,582,964	D(2)
Common Stock								5,056	I	By: Wife
Common Stock								150,000	I(3)	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	(4)							(4)	08/20/2028	Common Stock	200,000		200,000	D
Performance Rights	(4)							(4)	11/15/2034	Common Stock	50,000		50,000	D

Explanation of Responses:

1. These shares were granted in lieu of salary being paid for the third quarter of 2025.

2. Of these shares, 200,000 are restricted and vest on the first, second and third anniversary of the grant date, November 15, 2024.

3. 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.

4. 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	10/02/2025
	** 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.

FAQ

What transaction did Marco Fregenal report on Form 4 for FTHM?

He was granted 23,611 common shares on 09/30/2025 at a price of $1.80 per share in lieu of Q3 2025 salary.

How many shares does Marco Fregenal beneficially own after the reported transaction?

The filing reports 1,582,964 shares as directly beneficially owned following the transaction.

Are there any restricted shares or vesting schedules disclosed?

Yes. 200,000 of the shares are restricted and vest on the first, second and third anniversaries of the grant date (grant date noted as 11/15/2024).

What performance-based awards are disclosed in the Form 4?

The filing shows 200,000 performance rights with an 08/20/2028 exercisable reference and 50,000 performance rights tied to 11/15/2034, each convertible into one share if price/time conditions are met.

Are any shares held indirectly by family members or trusts?

Yes. 5,056 shares are held by his wife and 150,000 shares are held by the Fregenal 2020 Irrevocable Trust, for which he disclaims beneficial ownership.