Fathom Holdings (NASDAQ: FTHM) CEO paid in stock grant for Q4 2025 salary

Rhea-AI Filing Summary

Fathom Holdings Inc. reported that CEO and director Marco Fregenal received 42,079 shares of common stock on December 31, 2025 at $1.01 per share, granted in lieu of cash salary for the fourth quarter of 2025. After this grant, he directly owned 1,557,019 common shares, including 133,337 restricted shares that vest on the second and third anniversaries of a November 15, 2024 grant.

The filing also notes indirect holdings of 5,056 shares held by his wife and 150,000 shares held by the Fregenal 2020 Irrevocable Trust for his children, for which he disclaims beneficial ownership. In addition, he holds performance rights covering 200,000 shares expiring August 20, 2028 and 50,000 shares expiring November 15, 2034, each representing a contingent right to one common share that vests only if specified stock-price targets are met for a set period.

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)
12/31/2025

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	12/31/2025		A		42,079(1)	A	$1.01	1,557,019	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 fourth quarter of 2025.

2. Of these shares, 133,337 are restricted and vest on the 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	01/06/2026
	** 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 did Fathom Holdings (FTHM) disclose in this Form 4?

The filing shows that CEO and director Marco Fregenal received 42,079 shares of common stock on December 31, 2025, granted in lieu of his cash salary for the fourth quarter of 2025, and updates his direct, indirect, and performance-rights holdings.

How many FTHM shares did the CEO receive and at what price?

Marco Fregenal received 42,079 shares of Fathom Holdings Inc. common stock at a reported price of $1.01 per share, with the shares granted instead of salary for the fourth quarter of 2025.

What is Marco Fregenal’s direct ownership in Fathom Holdings after this grant?

Following the reported transaction, Marco Fregenal directly owned 1,557,019 shares of Fathom Holdings common stock. Of these, 133,337 shares are restricted and vest on the second and third anniversaries of the November 15, 2024 grant date.

What indirect FTHM shareholdings related to the CEO are disclosed?

The filing lists 5,056 shares held indirectly by his wife and 150,000 shares held by the Fregenal 2020 Irrevocable Trust for his children. The trust is administered by his spouse as trustee, and the CEO disclaims beneficial ownership of the trust’s shares.

What performance rights does the FTHM CEO hold according to the filing?

Marco Fregenal holds performance rights over 200,000 shares of common stock expiring on August 20, 2028 and 50,000 shares expiring on November 15, 2034. Each performance right represents a contingent right to receive one share, vesting only if Fathom’s stock reaches specified price levels for a set time.

Were the new FTHM shares part of a regular salary arrangement?

Yes. The footnotes state that the 42,079 shares were granted in lieu of salary being paid for the fourth quarter of 2025, meaning they represent equity compensation instead of cash pay for that period.

Does this Form 4 indicate any sale of FTHM shares by the CEO?

No. The reported transaction in this Form 4 is coded as an acquisition (A) of 42,079 shares granted as compensation; the filing does not list any sales by Marco Fregenal in the provided content.