Form 4: Fathom Holdings CEO Acquires Shares, Details Holdings

Fathom Holdings Inc. CEO Marco Fregenal reported an acquisition of 42,079 common shares and detailed his beneficial ownership, including restricted stock and performance rights.

Summary

• Marco Fregenal, Chief Executive Officer and Director of Fathom Holdings Inc. (FTHM), reported changes in his beneficial ownership of company securities.
• On December 31, 2025, Fregenal acquired 42,079 shares of Fathom Holdings Inc. common stock at a price of $1.01 per share.
• These shares were granted to Fregenal in lieu of salary for the fourth quarter of 2025.
• Following this transaction, Fregenal directly beneficially owns 1,557,019 shares of common stock.
• Of the directly owned shares, 133,337 are restricted and are scheduled to vest on the second and third anniversary of their grant date, November 15, 2024.
• Fregenal indirectly beneficially owns 5,056 shares through his wife.
• He also indirectly beneficially owns 150,000 shares held by the Fregenal 2020 Irrevocable Trust, established for the benefit of his children, with his spouse as trustee. Fregenal disclaims beneficial ownership of these shares.
• Fregenal holds 200,000 performance rights, each representing a contingent right to receive one share of common stock, which vest upon Fathom's common stock achieving a specified price per share for a specified time, expiring on August 20, 2028.
• Additionally, he holds 50,000 performance rights with similar vesting conditions, expiring on November 15, 2034.

Sentiment

Score: 6

Explanation: The filing reports a routine insider transaction where the CEO acquired shares as part of compensation. While not a direct market purchase, the acquisition of shares by an insider, even in lieu of salary, is generally viewed as a mildly positive signal of confidence in the company's future prospects. The low price of $1.01 per share for the acquired stock is noted.

Positives

• The CEO acquired 42,079 shares of common stock, albeit in lieu of salary, which can be interpreted as a sign of management's confidence in the company's future.
• The existence of performance rights tied to specific stock price achievements aligns management's incentives with shareholder value creation.

Future Outlook

The existence of performance rights that vest upon Fathom's common stock achieving a specified price per share indicates a forward-looking incentive structure tied to future stock performance and shareholder value creation.

Management Comments

• "These shares were granted in lieu of salary being paid for the fourth quarter of 2025."

Industry Context

This Form 4 filing is a routine disclosure of an insider transaction, specifically the acquisition of shares by the CEO as part of his compensation. It does not provide broad industry trends or competitive analysis, but rather details an individual's holdings within the company.

Related Party Transactions

• Indirect beneficial ownership of 5,056 shares through the reporting person's wife.
• Indirect beneficial ownership of 150,000 shares held by the Fregenal 2020 Irrevocable Trust for the benefit of the reporting person's children, with the spouse as trustee (beneficial ownership disclaimed).

Stakeholder Impact

• Shareholders may view the CEO's acquisition of shares, even as compensation, as a positive signal of management's alignment with shareholder interests and confidence in the company's future.

Next Steps

• Vesting of 133,337 restricted shares on the second and third anniversary of November 15, 2024.
• Potential vesting of 250,000 performance rights upon Fathom's common stock achieving specified price targets.

Key Dates

Recommendation

This Form 4 filing details a routine insider transaction where the CEO received shares in lieu of salary. While insider buying can be a positive signal, this specific transaction is compensation-related rather than a direct market purchase, and its size relative to the CEO's total holdings and the company's market capitalization is not significant enough to fundamentally alter an investment thesis. Therefore, a 'hold' recommendation is appropriate, pending further financial or strategic updates.

Keywords

Fathom Holdings, FTHM, Marco Fregenal, Insider Transaction, Beneficial Ownership, Common Stock, Performance Rights, CEO, Compensation