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[Form 4] Fathom Holdings Inc. Insider Trading Activity

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
4
Rhea-AI Filing Summary

Fathom Holdings director David C. Hood reported on Form 4 that he acquired 82,645 restricted stock units on 08/20/2025 at no cash price, increasing his total beneficial ownership of common stock to 165,998 shares. The filing shows the 82,645 RSUs vest in full on August 19, 2026. The report also discloses existing vested stock options: an $8.22 option covering 13,078 shares, a $44 option covering 2,273 shares, and a $20.10 option covering 2,986 shares, all reported as directly held.

Positive
  • Significant RSU grant: Director acquired 82,645 RSUs that increase alignment with shareholders upon vesting on August 19, 2026.
  • Timely disclosure: Form 4 filed and signed by POA, documenting the acquisition and existing vested options.
Negative
  • No percentage ownership disclosed: Filing lists absolute share counts but does not state ownership as a percentage of outstanding shares, limiting materiality assessment.
  • RSUs vest in future: The 82,645 shares are not immediately transferable and depend on vesting conditions through August 19, 2026.

Insights

TL;DR: Director Hood materially increased reported ownership via 82,645 RSUs that vest in 2026, raising his total stake to 165,998 shares.

The filing documents a non-cash grant of 82,645 restricted stock units recorded 08/20/2025 that vest in full on 08/19/2026, and confirms directly held, fully vested options totaling 18,337 shares. For governance assessment, the RSU grant aligns the director with shareholder interests through multi-stage vesting rather than immediate liquid stock, and the disclosure is timely and complete. No amendments or additional parties are indicated.

TL;DR: Insider received sizable RSU grant increasing reported beneficial ownership; transaction disclosed as acquisition with $0 price and future vesting.

From a market-significance perspective, the report shows an acquisition coded as A with an effective acquisition price of $0 for RSUs that convert to common shares upon vesting. The filing also summarizes exercisable options with exercise prices of $8.22, $20.10, and $44.00 covering a combined 18,337 underlying shares. The incremental stake to 165,998 shares is documented but the filing does not state percentage ownership or total outstanding shares, which limits direct market-impact quantification.

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).
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*
Hood David C.

(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 $0 165,998 D(2)
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
Stock Option (Right to Buy) $8.22 (3) 08/11/2032 Common Stock 13,078 13,078 D
Stock Option (Right to Buy) $44 (4) 02/28/2031 Common Stock 2,273 2,273 D
Stock Option (Right to Buy) $20.1 (5) 11/03/2030 Common Stock 2,986 2,986 D
Explanation of Responses:
1. Each restricted stock unit represents a contingent right to receive one share of Fathom Holdings Inc. common stock.
2. Of these shares, 82,645 are restricted stock units that vest in full on August 19, 2026.
3. The option vested in full on August 12, 2023.
4. The option vested in full on March 1, 2022.
5. The option vested in full on November 4, 2021.
/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 FTHM director David C. Hood report on Form 4?

The filing reports an acquisition of 82,645 restricted stock units on 08/20/2025, bringing his beneficial ownership to 165,998 shares.

When do the 82,645 RSUs vest?

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

Does the Form 4 show any stock options for David C. Hood?

Yes. The report lists exercisable options for 13,078 shares at $8.22, 2,986 shares at $20.10, and 2,273 shares at $44.00.

Was any cash paid for the RSUs reported on 08/20/2025?

The transaction is reported with a price of $0, indicating the RSUs were granted rather than purchased for cash.

Does the filing indicate joint reporting or multiple reporting persons?

The form is filed by one reporting person; the box for "Form filed by One Reporting Person" is checked.
Fathom Holdings Inc

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