Form 4: Fathom Holdings CEO Boosts Stake with Stock-for-Salary Deal

Fathom Holdings Inc. CEO Marco Fregenal acquired 23,611 shares of common stock in lieu of his third-quarter 2025 salary, increasing his direct beneficial ownership.

Summary

• CEO Marco Fregenal acquired 23,611 shares of Fathom Holdings Inc. common stock on September 30, 2025.
• The shares were granted at a price of $1.8 per share and were in lieu of his salary for the third quarter of 2025.
• Fregenal's direct beneficial ownership now totals 1,582,964 shares, which includes 200,000 restricted shares that vest on the first, second, and third anniversary of November 15, 2024.
• He also holds 250,000 performance rights, which represent a contingent right to receive one share of common stock each, vesting upon the common stock achieving a specified price per share for a specified time.
• These performance rights have expiration dates of August 20, 2028 (200,000 rights) and November 15, 2034 (50,000 rights).
• Indirect ownership includes 5,056 shares held by his wife and 150,000 shares held by the Fregenal 2020 Irrevocable Trust for the benefit of his children, for which he disclaims beneficial ownership.

Sentiment

Score: 7

Explanation: The CEO taking stock in lieu of salary and holding significant performance rights indicates strong confidence in the company's future, aligning management's interests with shareholders. This is generally viewed positively, though it's a single transaction and not a comprehensive financial report.

Positives

• CEO Marco Fregenal accepted 23,611 shares of common stock at $1.8 per share in lieu of his Q3 2025 salary, demonstrating confidence in the company's future performance.
• Increased direct beneficial ownership by a key executive aligns management's interests more closely with shareholders.

Risks

• The vesting of 250,000 performance rights is contingent upon Fathom's common stock achieving a specified price per share for a specified time, introducing market performance risk for the executive's compensation.

Future Outlook

The executive's acceptance of performance rights with vesting conditions tied to future stock price achievements and long expiration dates (up to 2034) indicates a long-term strategic alignment and belief in the company's future growth potential.

Management Comments

• These shares were granted in lieu of salary being paid for the third quarter of 2025.
• The reporting person disclaims beneficial ownership of these securities [held by trust], 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.

Industry Context

This filing is specific to an individual executive's compensation and ownership within Fathom Holdings Inc., a real estate technology company. While it doesn't directly address broader industry trends, an executive taking stock in lieu of salary can be interpreted as a strong signal of confidence, which is generally positive in any industry, especially in potentially volatile sectors like real estate tech.

Comparison to Industry Standards

• Accepting stock in lieu of salary is a common practice among executives, particularly in growth-oriented companies or during periods where management wants to signal strong belief in future appreciation. This aligns management's financial incentives directly with shareholder value creation, a practice often seen in companies like eXp World Holdings (EXPI) or Redfin (RDFN) in the real estate technology space, where executive compensation often includes significant equity components.
• The structure of performance rights, contingent on achieving specific stock price targets, is a standard long-term incentive mechanism designed to motivate executives to drive share price performance. This is comparable to equity incentive plans at other publicly traded technology or real estate firms.

Related Party Transactions

• Marco Fregenal's wife holds 5,056 shares indirectly.
• The Fregenal 2020 Irrevocable Trust, for the benefit of the reporting person's children with his spouse as trustee, holds 150,000 shares.

Stakeholder Impact

• Shareholders: The CEO's decision to take stock in lieu of salary and increase his direct ownership could be seen as a positive signal of management's belief in the company's long-term value, potentially boosting investor confidence.

Next Steps

• The 200,000 restricted shares will vest on the first, second, and third anniversary of November 15, 2024.
• The 250,000 performance rights will vest upon Fathom's common stock achieving a specified price per share for a specified time.

Key Dates

Recommendation

This Form 4 filing reports an insider transaction where the CEO acquired shares in lieu of salary, which is generally a positive signal of management confidence. However, a single insider transaction, even by the CEO, is not sufficient to issue a strong buy or sell recommendation without a broader analysis of the company's financial performance, market conditions, and strategic outlook. It primarily indicates alignment of interests. Therefore, a "hold" recommendation is appropriate, awaiting more comprehensive financial data.

Keywords

Fathom Holdings, FTHM, Insider Trading, CEO Stock Acquisition, Executive Compensation, Form 4, Beneficial Ownership, Performance Rights, Real Estate Technology