Form 4: Fathom Holdings CEO Marco Fregenal Gifts Over 52,000 Shares

Fathom Holdings Inc. CEO Marco Fregenal reported a gift of 52,147 shares of common stock, while retaining substantial direct and indirect beneficial ownership.

Summary

• Marco Fregenal, Chief Executive Officer and Director of Fathom Holdings Inc. (FTHM), reported a disposition of 52,147 shares of common stock on July 29, 2025, via a gift transaction.
• Following the transaction, Mr. Fregenal directly beneficially owns 1,619,353 shares of common stock.
• Of the directly held shares, 54,499 are restricted and vest in full on September 1, 2025.
• An additional 200,000 shares are restricted and vest on the first, second, and third anniversary of the grant date, November 15, 2024.
• Mr. Fregenal indirectly beneficially owns 5,056 shares through his wife and 150,000 shares through the Fregenal 2020 Irrevocable Trust, established for the benefit of his children.
• The filing also notes 50,000 performance rights, which represent a contingent right to receive one share of Fathom Holdings Inc. common stock upon the stock achieving a specified price for a specified time, with an expiration date of November 15, 2034.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While there was a disposition of shares, it was a gift (not a sale for cash), and the CEO retains substantial direct and indirect ownership, including performance-based incentives, indicating continued alignment with the company's success.

Positives

• The CEO retains a significant direct beneficial ownership of 1,619,353 shares, demonstrating continued alignment with shareholder interests.
• The CEO holds 50,000 performance rights, which are tied to the company's common stock achieving a specified price, incentivizing long-term stock performance.

Negatives

• The disposition of 52,147 shares, even as a gift, reduces the CEO's direct beneficial ownership in the company.

Future Outlook

The CEO's performance rights are contingent on Fathom Holdings Inc.'s common stock achieving a specified price per share for a specified time, indicating a future-oriented incentive structure tied to stock performance.

Management Comments

• The reporting person disclaims beneficial ownership of the securities held by the Fregenal 2020 Irrevocable Trust, stating that the filing of this report is not an admission of beneficial ownership for Section 16 or any other purpose.

Industry Context

This Form 4 filing details an insider transaction, which is a routine disclosure for publicly traded companies. It does not provide broader industry context but reflects an individual executive's shareholdings and compensation structure within the real estate technology sector.

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, established for the benefit of the reporting person's children, with the reporting person's spouse as trustee.

Stakeholder Impact

• Shareholders: The gift of shares by the CEO represents a minor reduction in direct insider ownership, but the overall substantial holdings and performance-based incentives suggest continued alignment with shareholder value creation.

Next Steps

• 54,499 restricted shares are scheduled to vest on September 1, 2025.
• 200,000 restricted shares will vest on the first, second, and third anniversaries of November 15, 2024.
• The 50,000 performance rights will vest upon Fathom's common stock achieving a specified price per share for a specified time, prior to their expiration on November 15, 2034.

Key Dates

Recommendation

The filing details a gift of shares by the CEO, which is a routine insider transaction and does not indicate a change in company fundamentals or strategic direction. The CEO retains substantial direct and indirect ownership, including performance-based incentives, suggesting continued alignment with shareholder interests. This type of transaction typically does not warrant a change in investment recommendation.

Keywords

Fathom Holdings, FTHM, SEC Form 4, Insider Transaction, CEO, Stock Ownership, Beneficial Ownership, Restricted Stock, Performance Rights