Form 4: Fathom Holdings CEO Gifts Shares, Updates Holdings

Fathom Holdings CEO Marco Fregenal reported a gift of 39,342 common shares and updated his beneficial ownership, including restricted stock and performance rights.

Summary

• Marco Fregenal, CEO and Director of Fathom Holdings Inc. (FTHM), reported a disposition of 39,342 shares of common stock via a gift transaction on March 26, 2026, at a price of $0.
• Following this transaction, Mr. Fregenal directly beneficially owns 1,419,703 shares of common stock, of which 133,337 are restricted and vest on November 15, 2024, and November 15, 2025.
• He indirectly beneficially owns 5,056 shares through his wife.
• An additional 150,000 shares are indirectly held by the Fregenal 2020 Irrevocable Trust for the benefit of his children, with his spouse as trustee; Mr. Fregenal disclaims beneficial ownership of these shares.
• Mr. Fregenal also holds 200,000 performance rights expiring on August 20, 2028, and 50,000 performance rights expiring on November 15, 2034, each representing a contingent right to receive one share of common stock upon Fathom's stock achieving a specified price.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event, as it reports a gift of shares by the CEO, which is a personal financial transaction rather than a direct reflection of company performance or a sale for cash.

Negatives

• CEO Marco Fregenal reported a disposition of 39,342 shares of Fathom Holdings Inc. common stock via a gift, reducing his direct beneficial ownership.

Future Outlook

The filing does not contain forward-looking statements or guidance regarding the company's future financial performance or strategic direction.

Industry Context

StockSavvy.ai notes that insider transactions, such as gifts of shares, are routine disclosures required by the SEC. While not directly indicative of operational performance, they provide transparency into management's personal financial planning and overall stake in the company. This transaction is consistent with typical estate planning activities for executives.

Related Party Transactions

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

Stakeholder Impact

• Shareholders will note the reduction in the CEO's direct beneficial ownership due to the gift, though his overall stake remains substantial through direct, indirect, and derivative holdings.

Next Steps

• Vesting of 133,337 restricted shares on November 15, 2024, and November 15, 2025.
• Potential vesting of 250,000 performance rights upon Fathom's common stock achieving specified price targets before their respective expiration dates.

Key Dates

Recommendation

The Form 4 reports a gift of shares by the CEO, which is a routine insider transaction and does not provide sufficient information to alter an investment thesis. It reflects personal estate planning rather than a change in company fundamentals or outlook, thus warranting a 'hold' recommendation.

Keywords

Fathom Holdings, FTHM, Insider Transaction, Form 4, Beneficial Ownership, Stock Gift, CEO