Fathom Holdings Insider Report: CEO Keeps Majority Stake, Holds 250K Performance Rights
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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Gift | Common Stock | 60,000 | $0.00 | -- |
| holding | Performance Rights | -- | -- | -- |
| holding | Performance Rights | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Footnotes (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. 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. 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.
