Form 4: Fathom Holdings CEO Gifts Shares, Adjusts Ownership

Fathom Holdings CEO Marco Fregenal reported a gift of 66,668 common shares, adjusting his direct and indirect beneficial ownership.

Summary

• Fathom Holdings Inc. CEO, Marco Fregenal, reported a disposition of 66,668 shares of common stock on January 8, 2026.
• The transaction was coded 'G', indicating a gift, and occurred at a price of $0 per share.
• Following this transaction, Mr. Fregenal directly beneficially owns 1,490,351 shares of common stock.
• He also indirectly beneficially owns 5,056 shares through his wife and 150,000 shares through the Fregenal 2020 Irrevocable Trust, for which he disclaims beneficial ownership.
• Of the directly owned shares, 133,337 are restricted and are scheduled to vest on the second and third anniversary of the November 15, 2024 grant date.
• Mr. Fregenal holds 200,000 performance rights expiring on August 20, 2028, and an additional 50,000 performance rights expiring on November 15, 2034.
• Each performance right represents a contingent right to receive one share of Fathom Holdings Inc. common stock upon the company's common stock achieving a specified price per share for a specified time.

Sentiment

Score: 5

Explanation: The filing reports a routine insider transaction (a gift of shares) which is generally considered neutral in terms of company performance or outlook. While it reduces direct ownership, the CEO retains a substantial stake and performance-based incentives.

Positives

• The CEO retains significant direct beneficial ownership of 1,490,351 common shares, indicating continued alignment with shareholder interests.
• The holding of 250,000 performance rights, contingent on stock price achievement, further aligns the CEO's incentives with long-term company performance and shareholder value creation.

Negatives

• The disposition of 66,668 shares reduces the CEO's direct beneficial ownership in the company.

Future Outlook

This filing does not contain forward-looking statements or guidance regarding the company's future financial performance or strategic direction, as it is a report on insider transactions.

Industry Context

This Form 4 filing is a routine disclosure of an insider transaction and does not provide information relevant to broader industry trends or competitive analysis.

Related Party Transactions

• Indirect beneficial ownership of 5,056 shares through the reporting person's wife.
• Indirect beneficial ownership of 150,000 shares through the Fregenal 2020 Irrevocable Trust, established for the benefit of the reporting person's children, with the spouse as trustee. The reporting person disclaims beneficial ownership of these securities.

Stakeholder Impact

• Shareholders: Minimal direct impact, as this is a personal transaction by an insider and does not reflect operational changes or company performance. The CEO maintains a significant ownership stake.
• Employees, Customers, Suppliers, Creditors: No direct impact from this insider transaction report.

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 Holdings Inc. common stock achieving specified price targets.

Key Dates

Keywords

Fathom Holdings, FTHM, SEC Form 4, Insider Transaction, Beneficial Ownership, CEO, Marco Fregenal, Common Stock, Performance Rights