Fathom Holdings (FTHM) notifies SEC of delayed Q1 2026 10-Q filing

Rhea-AI Filing Summary

Fathom Holdings Inc. filed a Notification of Late Filing under Rule 12b-25 for its Quarterly Report on Form 10-Q for the period ended March 31, 2026. The company says it needs additional time to complete financial statements and expects to file within the five-calendar-day extension permitted by Rule 12b-25.

Key Figures

Reporting period: March 31, 2026 Extension period: 5 calendar days Form type referenced: Form 10-Q (Q1 FY2026) +2 more

5 metrics

Reporting period March 31, 2026 Quarter ended

Extension period 5 calendar days Rule 12b-25 extension for Form 10-Q

Form type referenced Form 10-Q (Q1 FY2026) Subject report

Notification signed May 18, 2026 Signature date

Signer Marco Fregenal President and Chief Executive Officer

Key Terms

Rule 12b-25, Form 12b-25, Form 10-Q

3 terms

Rule 12b-25 regulatory

"expects to file the Q1 FY2026 Form 10-Q within the five calendar day extension period provided by Rule 12b-25"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

Form 12b-25 regulatory

"is filing this Notification of Late Filing on Form 12b-25 with respect to its Quarterly Report on Form 10-Q"

Form 12b-25 is a notice a publicly traded company files with the U.S. Securities and Exchange Commission when it cannot deliver a required periodic report (like a quarterly or annual financial report) on time. It explains the reason for the delay and gives the company a short, temporary window to finish the report without being marked as delinquent; investors watch it because late filings can signal accounting, operational, or control issues that may affect a company’s reliability and stock risk, much like a missed homework deadline can raise concerns about a student’s preparedness.

Form 10-Q regulatory

"Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026"

A Form 10-Q is a detailed report that publicly traded companies are required to file with regulators three times a year, providing an update on their financial health and business activities. It is important for investors because it offers timely insights into a company's performance, helping them make informed decisions about buying or selling stocks. Think of it as a regular check-up report that shows how well a company is doing.

									SEC FILE NUMBER
						UNITED STATES			001-39412
						SECURITIES AND EXCHANGE COMMISSION			CUSIP
						Washington, D.C. 20549			31198V109

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check one):						¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR
						For Period Ended: March 31, 2026
						¨ Transition Report on Form 10-K
						¨ Transition Report on Form 20-F
						¨ Transition Report on Form 11-K
						¨ Transition Report on Form 10-Q
						For the Transition Period Ended: _____________
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

Fathom Holdings Inc.

Full Name of Registrant

N/A

Former Name if Applicable

2000 Regency Parkway Drive, Suite 300

Address of Principal Executive Office (Street and Number)

Cary, North Carolina 27518

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

X			(a)			The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
X			(b)			The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN, or N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed date; and
			(c)			The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report portion thereof, could not be filed within the prescribed time period.

Fathom Holdings Inc. (the “Company”) is filing this Notification of Late Filing on Form 12b-25 with respect to its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026 (the “Q1 FY2026 Form 10-Q”). The Company was unable to file its Q1 FY2026 Form 10-Q within the prescribed time period without unreasonable effort or expense because it requires additional time to complete the reporting process and prepare and review the financial statements and disclosures included in the Q1 FY2026 Form 10-Q.

The Company expects to file the Q1 FY2026 Form 10-Q within the 5 calendar day extension period provided by Rule 12b-25 under the Securities Exchange Act of 1934, as amended.

PART IV — OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Marco Fregenal

(888)

455-6040

(Name)

(Area Code)

(Telephone Number)

(2)			Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
			Yes ☒ No ¨
(3)			Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
			Yes ¨ No ☒
			If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

Fathom Holdings Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 18, 2026			By:			/s/ Marco Fregenal
			Name:			Marco Fregenal
			Title:			President and Chief Executive Officer (Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer)

FAQ

Why did FTHM file a Form 12b-25 for Q1 2026?

The company says it needs more time to complete and review financial statements and disclosures. The notification states the delay is to finish the reporting process and required reviews for the Q1 FY2026 Form 10-Q prior to filing within the permitted extension period.

When does Fathom expect to file the Q1 2026 Form 10-Q?

Fathom expects to file within the five-calendar-day extension allowed by Rule 12b-25. The notification indicates the company will use the short extension period following the prescribed due date to complete and submit the Q1 FY2026 Form 10-Q.

Does the 12b-25 notice indicate restatements or material changes to results?

No material change or restatement is disclosed in the notice. The form asks whether significant changes in results are anticipated and the checkbox responses do not assert any anticipated material change to operating results for the comparable prior period.

Has Fathom filed other periodic reports on time over the past 12 months?

The filing includes the required checkbox regarding other periodic reports and indicates compliance. The registrant answered affirmatively that required periodic reports in the preceding 12 months have been filed as required.

Who signed the Form 12b-25 for FTHM and when was it signed?

The notification is signed by Marco Fregenal, President and CEO, on May 18, 2026. The signature block lists Mr. Fregenal as Principal Executive, Financial, and Accounting Officer for the registrant.