Fathom Holdings (FTHM) CEO logs share transfer, performance rights

Rhea-AI Filing Summary

Fathom Holdings Inc. Chief Executive Officer and director Marco Fregenal reported an internal transfer of 66,668 shares of common stock on January 8, 2026, at a stated price of $0 per share under transaction code G. After this move, he directly holds 1,490,351 common shares, of which 133,337 are restricted and scheduled to vest on the second and third anniversaries of the November 15, 2024 grant date.

In addition, 5,056 common shares are reported as indirectly held through his wife, and 150,000 shares are held by the Fregenal 2020 Irrevocable Trust for the benefit of his children; his spouse is trustee and he disclaims beneficial ownership of those trust shares. He also holds performance-based awards representing contingent rights to receive 200,000 shares of common stock vesting by August 20, 2028 and 50,000 shares vesting by November 15, 2034, in each case only if Fathom’s stock reaches specified price targets for a specified time.

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

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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)
01/08/2026

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	01/08/2026		G		66,668	D	$0	1,490,351	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 Right	(3)							(3)	11/15/2034	Common Stock	50,000		50,000	D

Explanation of Responses:

1. Of these shares, 133,337 are restricted and vest on the 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	01/09/2026
	** 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).
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FAQ

What insider transaction did Fathom Holdings (FTHM) report for Marco Fregenal?

On January 8, 2026, Fathom Holdings Inc. Chief Executive Officer and director Marco Fregenal reported a transaction coded G involving 66,668 shares of common stock at a stated price of $0 per share, reflecting an internal transfer of shares.

How many Fathom Holdings (FTHM) shares does Marco Fregenal hold after the reported transaction?

Following the reported transfer, Marco Fregenal directly holds 1,490,351 shares of Fathom Holdings Inc. common stock, with an additional 5,056 shares reported as indirectly held through his wife.

What restricted stock holdings does the Fathom Holdings (FTHM) CEO report?

Of the directly held common shares, 133,337 are restricted and are scheduled to vest on the second and third anniversaries of the grant date, November 15, 2024.

How are the Fregenal 2020 Irrevocable Trust shares in Fathom Holdings (FTHM) treated?

The filing shows 150,000 common shares held by the Fregenal 2020 Irrevocable Trust for the benefit of Marco Fregenal’s children, with his spouse as trustee. He disclaims beneficial ownership of these securities and states that the filing is not an admission of beneficial ownership for any purpose.

What performance rights in Fathom Holdings (FTHM) common stock does Marco Fregenal report?

Marco Fregenal reports performance rights that each represent a contingent right to receive one share of Fathom common stock, including 200,000 shares tied to awards expiring on August 20, 2028 and 50,000 shares tied to awards expiring on November 15, 2034, which vest only if specified stock price targets are met for a specified time.

Is the Fathom Holdings (FTHM) CEO’s Form 4 filed individually or jointly?

The document indicates that the Form 4 is filed by one reporting person, covering the holdings and transactions associated with Marco Fregenal.