Fathom Holdings (FTHM) CEO gifts 39,342 shares but keeps large stake

Rhea-AI Filing Summary

Fathom Holdings Inc. Chief Executive Officer Marco Fregenal reported a bona fide gift of 39,342 shares of common stock on March 26, 2026, at a stated price of $0.00 per share. After the gift, he directly holds 1,419,703 common shares, including 133,337 restricted shares that vest on the second and third anniversaries of the November 15, 2024 grant date.

He also indirectly reports 5,056 common shares held by his spouse and 150,000 shares held by the Fregenal 2020 Irrevocable Trust, for which he disclaims beneficial ownership. In addition, he holds performance rights tied to 200,000 underlying common shares expiring on August 20, 2028 and 50,000 underlying shares expiring on November 15, 2034. Each performance right converts to one share if Fathom’s stock reaches specified price levels for a set 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

OMB Number:			3235-0287
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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^*

Fregenal Marco

(Last) (First) (Middle)

C/O FATHOM HOLDINGS INC.

2000 REGENCY PARKWAY DRIVE, SUITE 300

(Street)

CARY NORTH CAROLINA 27518

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/26/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	03/26/2026		G		39,342	D	$0	1,419,703	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, 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	03/27/2026
	** 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).
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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Fathom Holdings (FTHM) report for its CEO?

Fathom Holdings CEO Marco Fregenal reported a bona fide gift of 39,342 common shares on March 26, 2026. The transaction carried a stated price of $0.00 per share, indicating a non-market, non-cash transfer rather than an open-market sale or purchase.

How many Fathom Holdings (FTHM) shares does the CEO hold after the gift?

After the gift, CEO Marco Fregenal directly holds 1,419,703 Fathom Holdings common shares. This total includes 133,337 restricted shares scheduled to vest on the second and third anniversaries of the November 15, 2024 grant date, subject to continued service and applicable conditions.

What indirect Fathom Holdings (FTHM) ownership is reported for the CEO?

The filing reports 5,056 common shares held indirectly through the CEO’s spouse and 150,000 shares held by the Fregenal 2020 Irrevocable Trust. The CEO disclaims beneficial ownership of the trust shares, meaning he does not admit to being their beneficial owner for regulatory purposes.

What performance rights linked to Fathom Holdings (FTHM) stock does the CEO hold?

Marco Fregenal holds performance rights over 200,000 underlying common shares expiring August 20, 2028, and 50,000 underlying shares expiring November 15, 2034. Each right converts into one share if Fathom’s stock meets specified price targets for a required period.

Is the Fathom Holdings (FTHM) CEO’s gift transaction a market sale of shares?

No, the transaction is reported with code G, described as a bona fide gift, at a stated price of $0.00 per share. This indicates a non-market transfer with no sale proceeds, rather than an open-market disposition affecting trading volume or price directly.

Do the Fathom Holdings (FTHM) performance rights require a cash exercise price?

The performance rights are shown with an exercise price of $0.00 per right, indicating no cash exercise payment. Instead, vesting depends on Fathom’s common stock reaching specified price levels for a defined time before shares are delivered to the CEO.