fthm-20251231

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No.1)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-39412

FATHOM HOLDINGS INC.

(Exact name of registrant as specified in its charter)


North Carolina						82-1518164
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

2000 Regency Parkway Drive, Suite 300, Cary, North Carolina 27518

(Address of principal executive offices) (Zip Code)

(888) 455-6040

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Stock, No Par Value

FTHM

The NASDAQ Capital Market

Securities registered pursuant to Section 12(g) of the Exchange Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.

Yes o No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes o No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act by the registered public accounting firm that prepared or issued its audit report. o

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

Based on the registrant’s closing price of $1.24 as quoted on the NASDAQ Capital Market on June 30, 2025, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $21,905,061. Common stock held by each officer and director and by each person known to the registrant who owned 10% or more of the outstanding common stock have been excluded in that such person may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

As of March 27, 2026, there were approximately 32,782,364 shares of the registrant’s common stock outstanding.


Item 10. Directors, Executive Officers and Corporate Governance			1


Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			10


Item 13. Certain Relationships and Related Transactions, and Director Independence			12


Name	Age	Director Since	Position with Fathom
Marco Fregenal	62	2019	President, Chief Executive Officer and Chief Financial Officer, Director
Scott N. Flanders	69	2022	Chairman, Director
David Hood	64	2019	Director
Stephen Murray	72	2023	Director
Adam Rothstein	54	2025	Director
Jennifer Venable	55	2019	Director


Name and Principal Position	Year	Salary(1)				Cash Bonus				Stock Awards(2)				All Other Compensation			Total
Marco Fregenal(3)	2025	$		421,538	(4)	$		-	(5)	$	274,704		(5)	$	5,509	(6)	$	701,751
Chief Executive Officer, Chief Financial Officer and Principal Executive Officer and Principal Financial Officer	2024	$	400,000		(6)	$		-	(5)	$	956,358		(5)	$	14,596	(6)	$	1,370,955
Samantha Giuggio	2025	$	274,999			$		-		$	34,971			$	20,811	(7)	$	330,781
Chief Broker Operations Officer	2024	$	251,625			$	60,000			$	101,722			$	28,084	(7)	$	441,431
Joanne Zach(8)	2025	$	74,423		(9)	$		-		$		121,647		$	310,927	(10)	$	506,997
Chief Financial Officer, Principal Financial Officer	2024	$	335,250		(9)	$	100,000			$	89,948			$	9,518	(10)	$	534,717


(1)			Reflects base salary earned during the fiscal year covered.
(2)			Represents the aggregated grant date fair value of restricted stock awards computed in accordance with ASC 718, Compensation – Stock Compensation.
(3)			Mr. Fregenal served as the Company’s principal financial officer until the appointment of Ms. Zach to that role on November 5, 2024, and then again following Ms. Zach’s departure from that role on February 26, 2025.
(4)			During 2025, Mr. Fregenal voluntarily reduced his base cash salary of $500,000 from January through mid-July and for November and December and elected to receive the balance of his base salary in restricted stock awards.
(5)			During 2025 and 2024, Mr. Fregenal voluntarily received the value of his cash bonus in restricted stock unit awards and restricted stock awards, respectively.
(6)			During 2025 and 2024, includes $5,509 and $14,596 in medical insurance premiums, respectively.
(7)			During 2025, includes $7,324 in medical insurance premiums and $13,487 attributable to an automobile allowance. During 2024, included $14,596 in medical insurance premiums and $13,488 to an automobile allowance.
(8)			Ms. Zach served as the Company’s principal financial officer from November 5, 2024 until February 26, 2025.
(9)			For 2025, includes Ms. Zach’s salary until her separation from the Company on February 26, 2025. For 2024, includes Ms. Zach’s 2024 salary related to her employment as the Company’s Senior Vice President of Finance prior to her appointment as Chief Financial Officer, effective November 5, 2024.
(10)			During 2025, includes $588 in medical insurance premiums, $306,346 in severance payment, and $3,993 representing payments made for accrued vacation. In 2024, includes $9,518 in medical insurance premiums.


Name	2025 Base Salary
Marco Fregenal	$	500,000
Samantha Giuggio	$	275,000
Joanne Zach	$	450,000	(1)


Name	Number of shares or units of stock that have not vested (#)			Market value of shares or units of stock that have not vested ($)
Marco Fregenal		133,337	(1)		$	134,670	(2)
Samantha Giuggio		4,634	(3)		$	4,680	(2)
Joanne Zach		-			-


(1)			Consists of 133,337 restricted stock units (“RSUs”) that vest in two equal annual installments on the second and third anniversary of the initial grant date, November 15, 2024.
(2)			Calculated assuming a price of $1.01 per share, which was the closing price of our common stock on December 31, 2025, the last trading day of that fiscal year.
(3)			Consists of 4,634 RSUs that have a 2-year cliff vest of the initial grant date, April 1, 2024.


Name	Fees Earned or Paid in Cash ($)		Option Awards ($)		Stock Awards ($)(1)(2)(3)		Total ($)
Scott N. Flanders	$	111,250	$	-	$	100,000	$	211,250
Ravila Gupta(4)	$	71,087	$	-	$	—	$	71,087
David C. Hood	$	80,000	$	-	$	100,000	$	180,000
Stephen Murray	$	69,586	$	-	$	100,000	$	169,586
Adam Rothstein	$	54,583	$	-	$	100,000	$	154,583
Jennifer Venable	$	75,836	$	-	$	100,000	$	175,836


Name and Address of Beneficial Owner	Shares Beneficially Owned		Percentage Beneficially Owned
Directors and Named Executive Officers
Scott N. Flanders(1)		1,597,074		4.9	%
Marco Fregenal(2)		1,286,366		3.9	%
Adam Rothstein(3)		830,401		2.5	%
Stephen H. Murray(3)		266,500		*
Joanne Zach		235,977		*
Samantha Giuggio(4)		107,967		*
David Hood(5)		101,690		*
Jennifer Venable(6)		91,787		*
All current directors and executive officers as a group (8 individuals)		4,517,762		13.8	%
Other 5% Shareholders
Joshua Harley(7)		5,551,816		16.9	%
Prometheus Foundation(8)		2,117,824		6.5	%


			*			Represent beneficial ownership of less than 1% of the shares of common stock outstanding.


Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted- average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans
Equity compensation plans approved by security holders
2017 Stock Plan		20,156	$	4.71		2,739,261
2019 Omnibus Stock Incentive Plan		23,480	$	33.77		596,528
Total		43,996	$	20.46		3,335,789


	2025		2024
Audit Fees	$	746,308	$	635,195
Audit-Related Fees	$	150,000	$	200,000
Tax Fees	$	159,732	$	148,337
All Other Fees	$	—	$	1,895


			(1)			The amounts shown in this column represent the aggregate grant date fair value of restricted stock units (“RSUs”) computed in accordance with ASC 718, Compensation — Stock Compensation. The amount represents the grant date fair value of the RSUs granted.
			(2)			On August 20, 2025, Mr. Flanders, Mr. Hood, Mr. Murray, Mr. Rothstein and Ms. Venable received 82,645 restricted stock units that vest in full on August 19, 2026.
			(3)			At December 31, 2025, Ms. Venable had 22,148 options outstanding, all of which were exercisable. Mr. Hood had 18,337 options outstanding, all of which were exercisable. Mr. Flanders had 13,078 options outstanding, all of which were exercisable. Ms. Gupta had 15,351 options outstanding, all of which were exercisable.
			(4)			Ms. Gupta served as a member of the Board until the Company’s 2025 Annual Meeting, when she did not stand for re-election. As a result, the total compensation paid to her by the Company was related to her service on the Board from January 1, 2025 through August 19, 2025.


(1)			Includes 90,000 shares held by trust for Mr. Flanders’ grandchildren in which Mr. Flanders has voting control and 13,078 shares underlying fully vested stock options. Excludes 82,645 restricted stock units that do not vest until August 19, 2026.
(2)			Does not include 133,337 shares that are restricted and vest on the second and third anniversary of November 15, 2024. Also does not include 150,000 shares held by a trust for the benefit of Mr. Fregenal’s children, for which Mr. Fregenal’s wife is trustee of the trust, and 5,056 shares of stock held by Mr. Fregenal’s wife; the reporting person disclaims beneficial ownership of these securities.
(3)			Excludes 82,645 restricted stock units that do not vest until August 19, 2026.
(4)			Includes 5,424 shares owned by Ms. Giuggio's husband.
(5)			Includes 18,337 shares underlying fully vested stock options. Excludes 82,645 restricted stock units that do not vested until August 19, 2026.
(6)			Includes 22,148 shares underlying fully vested stock options. Excludes 82,645 restricted stock units that do not vest until August 19, 2026.
(7)			Includes an aggregate of 1,700,000 shares held by three trusts for which Mr. Harley serves as a trustee and one of which he is a beneficiary. Also includes 10,346 shares held in trust for Mr. Harley’s daughter in which Mr. Harley has voting control, 363,032 shares that are held in trust for Mr. Harley’s wife in which Mr. Harley has voting control, and 343,032 shares that are held in trust for Mr. Harley’s brother-in-law in which Mr. Harley has voting control.
(8)			Based on a Schedule 13D filed with the SEC on March 24, 2025. Prometheus Foundation ("PF"), and its treasurer, Leonard Esmond ("Esmond"); ReMY Capital Partners III, L.P. ("ReMY"), and its general partner, ReMY Holdings, Inc. ("GP") and its president, Mark S. Siegel ("President"); and Adam Rothstein ("Rothstein", and collectively, with PF, Esmond and ReMY, its GP and President, the "Reporting Persons"). The address of PF is 23901 Calabasas Road, #1010, Calabasas, CA 91302.


	FATHOM HOLDINGS INC.

Date: April 30, 2026	By:	/s/ Marco Fregenal
		Marco Fregenal
		President and Chief Executive Officer (Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer)


Date: April 30, 2026			/s/ Marco Fregenal
			Marco Fregenal President and Chief Executive Officer (Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer)

Amendment: SEC Form 10-K/A filed by Fathom Holdings Inc.