Fathom Holdings Inc. Files 8-K on Material Agreement

TL;DR

Fathom Holdings (FTHM) filed an 8-K on 9/22 for events on 9/19 - material agreement entered.

AI Summary

Fathom Holdings Inc. filed an 8-K on September 22, 2025, reporting on events that occurred on September 19, 2025. The filing indicates the entry into a material definitive agreement, other events, and the submission of financial statements and exhibits. Specific details of the material definitive agreement and the nature of the other events are not elaborated in the provided text.

Why It Matters

This 8-K filing signals a significant development for Fathom Holdings Inc., potentially impacting its business operations, financial standing, or strategic direction.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which could represent a significant change or risk for the company, but the details are not yet disclosed.

Key Players & Entities

• Fathom Holdings Inc. (company) — Registrant
• September 19, 2025 (date) — Earliest event reported
• September 22, 2025 (date) — Date of report
• North Carolina (location) — State of incorporation
• 2000 Regency Parkway Drive, Suite 300, Cary, North Carolina 27518 (address) — Principal executive offices

FAQ

Key Financial Figures

• $2.00 — derwriter at a public offering price of $2.00 per share, less underwriting discounts
• $5.4 million — 025. The Company received approximately $5.4 million in net proceeds from the offering (excl

Filing Documents

• tm2526544d1_8k.htm (8-K) — 33KB
• tm2526544d1_ex1-1.htm (EX-1.1) — 200KB
• tm2526544d1_ex5-1.htm (EX-5.1) — 10KB
• tm2526544d1_ex99-1.htm (EX-99.1) — 7KB
• tm2526544d1_ex99-2.htm (EX-99.2) — 7KB
• tm2526544d1_ex99-3.htm (EX-99.3) — 10KB
• tm2526544d1_ex5-1img02.jpg (GRAPHIC) — 6KB
• tm2526544d1_ex99-1img01.jpg (GRAPHIC) — 3KB
• tm2526544d1_ex99-3img01.jpg (GRAPHIC) — 8KB
• 0001104659-25-092155.txt ( ) — 513KB
• fthm-20250919_lab.xml (EX-101.LAB) — 33KB
• fthm-20250919_pre.xml (EX-101.PRE) — 22KB
• fthm-20250919.xsd (EX-101.SCH) — 3KB
• tm2526544d1_8k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On September 19, 2025, Fathom Holdings Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") between the Company and Roth Capital Partners, LLC, as the sole manager of the offering (the "Underwriter"). Pursuant to the Underwriting Agreement, the Company agreed to sell 3,000,000 shares of the Company's common stock, no par value ("Common Stock"), to the Underwriter at a public offering price of $2.00 per share, less underwriting discounts and commissions. Additionally, the Company has granted the Underwriter a 45-day option to purchase up to an additional 450,000 shares at the same public offering price and underwriting discount (the "Over-allotment Option"). In connection with the execution of the Underwriting Agreement, each member of the Company's Board of Directors (the "Board") and certain Company officers entered into 90-day "lock-up" agreements in substantially the form included in the Underwriting Agreement as Exhibit A. The Underwriting Agreement contains customary representations, warranties, and covenants of the Company and the Selling Shareholder and also provides for customary indemnification by each of the Company, the Selling Shareholder, and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities. The offering closed on September 22, 2025. The Company received approximately $5.4 million in net proceeds from the offering (excluding the Over-allotment Option), after deducting underwriting discounts and commissions and estimated offering expenses. The sale of the Common Stock was made pursuant to the Company's Registration Statement on Form S-3 (Registration No. 333-276318), including a prospectus supplement dated September 19, 2025, to the prospectus contained therein dated January 11, 2024, filed by the Company with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities

01. Other Events

Item 8.01. Other Events. On September 18, 2025, September 19, 2025, and September 22, 2025, the Company issued press releases announcing the offering, pricing, and closing of the offering, respectively. Copies of the press releases are attached hereto as Exhibits 99.1, 99.2, and 99.3 respectively, and are incorporated herein by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d)Exhibits Exhibit No. Description 1.1 Underwriting Agreement, dated September 19, 2025, by and among the Company, the Selling Shareholder named therein and Roth Capital Partners, LLC. 5.1 Opinion of Wyrick Robbins Yates & Ponton, LLP. 23.1 Consent of Wyrick Robbins Yates & Ponton, LLP (included in the opinion field as Exhibit 5.1). 99.1 Press Release, dated September 18, 2025. 99.2 Press Release, dated September 19, 2025. 99.3 Press Release, dated September 22, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FATHOM HOLDINGS INC. Date: September 22, 2025 /s/ Marco Fregenal Marco Fregenal Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR