[Form 4] Fathom Holdings Inc. Insider Trading Activity

Rhea-AI Filing Summary

Marco Fregenal, Chief Executive Officer and a director of Fathom Holdings Inc. (FTHM), reported a gift disposition of 60,000 common shares on 08/28/2025 (Transaction Code G). After that transaction he beneficially owns 1,559,353 shares directly. He also has 5,056 shares attributed indirectly via his wife and 150,000 shares held in the Fregenal 2020 Irrevocable Trust for his children, of which he disclaims beneficial ownership.

Reported equity awards include 200,000 performance rights that convert to common stock if specified price targets are met and 50,000 performance rights with a later vesting/measurement date. Of the directly held shares, 54,499 are restricted and vest in full on September 1, 2025, and 200,000 restricted shares vest on the first, second and third anniversaries of November 15, 2024.

Positive

• CEO retains a substantial direct stake of 1,559,353 shares, aligning management interests with shareholders
• Performance rights totaling 250,000 (200,000 and 50,000) tie compensation to share-price performance and long-term value creation
• Restricted shares with upcoming vesting (54,499 vesting 09/01/2025; 200,000 vesting over anniversaries of 11/15/2024) support retention

Negative

• 60,000 common shares were disposed via a gift (Transaction Code G) on 08/28/2025, reducing direct holdings
• Some shares are held in a trust where the reporting person disclaims beneficial ownership, which may complicate direct voting influence

Insights

Financial Analyst

TL;DR: Insider gifted a small portion of holdings; CEO maintains a large direct stake and material performance-based incentives remain.

Disposal of 60,000 shares under Transaction Code G indicates a gift rather than a market sale, so it does not signal a cash-driven exit. The CEO retains 1.56 million direct shares plus performance rights that align compensation with long-term share-price targets. Restricted shares vesting in 2025 and scheduled vesting of 200,000 restricted shares provide continued retention incentives. Overall this filing is neutral for near-term valuation but confirms leadership alignment with upside triggers.

Corporate Governance Expert

TL;DR: Governance-wise the filing shows routine insider reporting, long-term incentive structures, and family-held shares with a disclaimer of beneficial ownership.

The presence of an irrevocable trust holding 150,000 shares with the spouse as trustee and an explicit disclaimer is a standard governance disclosure. Performance rights with price-based vesting demonstrate pay-for-performance design. The gift transaction should be monitored for any patterns, but a single coded gift transaction here appears non-material to control or governance continuity.

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)
08/28/2025

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	08/28/2025		G		60,000	D	$0	1,559,353	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, 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	08/29/2025
	** 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.
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FAQ

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

He reported a gift disposition of 60,000 common shares on 08/28/2025 (Transaction Code G).

How many Fathom Holdings (FTHM) shares does the CEO directly beneficially own after the reported transaction?

1,559,353 shares are reported as directly beneficially owned following the 08/28/2025 transaction.

Does Marco Fregenal hold any equity indirectly in FTHM?

Yes. 5,056 shares are held by his wife and 150,000 shares are held in the Fregenal 2020 Irrevocable Trust for his children (disclaimed by the reporting person).

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

250,000 performance rights are disclosed: 200,000 underlying common shares (exercisable 08/20/2028) and 50,000 (exercisable 11/15/2034), each converting to one share upon meeting price/time conditions.

When do the restricted shares disclosed in the filing vest?

54,499 restricted shares vest in full on September 1, 2025. An additional 200,000 restricted shares vest on the first, second and third anniversaries of November 15, 2024.