Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information included in

Entry into a Material Definitive Agreement. Third Omnibus Amendment to Senior Secured Convertible Promissory Notes As previously announced, on September 25, 2024, Fathom Holdings Inc. (the “Company”) issued Senior Secured Convertible Promissory Notes (as amended, the “Notes”) pursuant to a Securities Purchase Agreement, dated as of September 25, 2024, by and among the Company and two accredited investors (each a “Holder” and together, the “Holders”). The Notes were previously amended by the L…

Termination of a Material Definitive Agreement. Termination Agreement As previously announced, on June 16, 2026, the Company entered into a Merger Agreement and Plan of Reorganization (the “Merger Agreement”) with Neighborhood Intelligence, Inc. (“NXH”, formerly known as Bed Bath & Beyond, Inc.) and Fathom Merger Sub, Inc., a wholly-owned subsidiary of NXH. The Merger Agreement provided, among other things, that, upon the terms and subject to the conditions set forth therein, Merger Sub will…

Entry into a Material Definitive Agreement. Second Omnibus Amendment to Senior Secured Convertible Promissory Notes As previously announced, on September 25, 2024, Fathom Holdings Inc. (the “Company”) issued those certain Senior Secured Convertible Promissory Notes (as amended by the Limited Waiver and Omnibus Amendment, dated as of May 29, 2026, the “Notes”) pursuant to that certain Securities Purchase Agreement, dated as of September 25, 2024 by and among the Company and two accredited inve…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information included in

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On August 21, 2026, Nasdaq Stock Market LLC (“Nasdaq”) notified Fathom Holdings Inc. (the “Company”) that for the last 30 consecutive business days, the bid price for the Company’s common stock had closed below the minimum $1.00 per share requirement for continued inclusion on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”). In accordance with Nasdaq…

Entry into a Material Definitive Agreement. As previously announced, on May 3, 2024, E4:9 Holdings, LLC (the “Seller”), a subsidiary of Fathom Holdings Inc. (the “Company”), Dagley Insurance Agency, LLC ( “Dagley Insurance”), D6 Holdings, LLC (the “Purchaser”), and Nathan Dagley (“Dagley”) entered into an Equity Purchase Agreement (the “EPA”), pursuant to which the Seller sold to the Purchaser all of the issued and outstanding membership interests of Dagley Insurance. The Company had previous…

Interim Chief Executive Officer and Chief Financial Officer — Adam Rothstein and Daniel Weinmann: The company appointed new Interim Chief Executive Officer and Chief Financial Officer with defined compensation arrangements.

Chief Executive Officer, Director — Marco Fregenal: Mr. Fregenal was terminated for conduct inconsistent with the Company’s policies.

Entry into a Material Definitive Agreement. Merger Agreement On June 16, 2026, Fathom Holdings Inc., a North Carolina corporation (the “Company”), entered into a Merger Agreement and Plan of Reorganization (the “Merger Agreement”) with Bed Bath & Beyond, Inc., a Delaware corporation (“Parent”) and Fathom Merger Sub, Inc., a North Carolina corporation and a wholly-owned subsidiary of Parent (“Merger Sub”). The Merger Agreement provides, among other things, that, upon the terms and subject to t…

Entry into a Material Definitive Agreement. Amended and Restated Bridge Note As previously announced, on March 18, 2026, Fathom Holdings Inc. (the “Company”) entered into a subordinated secured promissory note with Bed Bath & Beyond, Inc. (“BBBY”) in the original principal amount of $2,000,000 (the “Original Bridge Note”). In connection with the Original Bridge Note, the Company, the Material Subsidiaries (as defined in the Original Bridge Note), and BBBY entered into (i) a security agreement…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On May 22, 2026, Fathom Holdings Inc. (the “Company”) received a notification letter from the Nasdaq Stock Market LLC (“Nasdaq”) indicating that, because the Company has not yet filed its Quarterly Report on Form 10-Q for the period ended March 31, 2026 (the “Form 10-Q”), the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1), which requires timely filing of all required periodic…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On April 10, 2026, Nasdaq Stock Market LLC (“Nasdaq”) notified Fathom Holdings Inc. (the “Company”) that for the last 30 consecutive business days, the bid price for the Company’s common stock had closed below the minimum $1.00 per share requirement for continued inclusion on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”). In accordance with Nasdaq…

Results of Operations and Financial Condition. On March 30, 2026, Fathom Holdings Inc. issued a press release announcing its financial results for the year and quarter ended December 31, 2025. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference. The information in this Item 2.02 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwi…

Entry into a Material Definitive Agreement . On March 18, 2026, Fathom Holdings Inc. (the “Company”) entered into a subordinated secured promissory note in the original principal amount of $2,000,000 (the “Bridge Note”) with Bed Bath & Beyond, Inc. (the “Investor”). In connection with the Bridge Note, on March 18, 2026, the Company, the Material Subsidiaries (as defined in the Bridge Note), and the Investor entered into (i) a security agreement (the “Security Agreement”) and (ii) a subsidiary…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant . The information included in

President — Laura Muller: Laura Muller was appointed as President of Fathom Realty Holdings, LLC.

Results of Operations and Financial Condition. On November 11, 2025, Fathom Holdings Inc. issued a press release announcing its financial results for the quarter ended September 30, 2025. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference. The information in this Item 2.02 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise su…

Results of Operations and Financial Condition. On November 11, 2025, Fathom Holdings Inc. held a conference call to discuss its financial results for the quarter ended September 30, 2025. A copy of the transcript of the conference call is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference. The information in this Item 2.02 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange A…

Entry into a Material Definitive Agreement. On September 19, 2025, Fathom Holdings Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) between the Company and Roth Capital Partners, LLC, as the sole manager of the offering (the “Underwriter”). Pursuant to the Underwriting Agreement, the Company agreed to sell 3,000,000 shares of the Company’s common stock, no par value (“Common Stock”), to the Underwriter at a public offering price of $2.00 per share, le…

The filing is about an amendment to the stock incentive plan, not a management change.

Results of Operations and Financial Condition. On August 12, 2025, Fathom Holdings Inc. issued a press release announcing its financial results for the quarter ended June 30, 2025. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference. The information in this Item 2.02 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject t…

Results of Operations and Financial Condition. On May 13, 2025, Fathom Holdings Inc. issued a press release announcing its financial results for the quarter ended March 31, 2025. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference. The information in this Item 2.02 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On April 14, 2025, Nasdaq Stock Market LLC (“Nasdaq”) notified Fathom Holdings Inc. (the “Company”) that for the last 30 consecutive business days, the bid price for the Company’s common stock had closed below the minimum $1.00 per share requirement for continued inclusion on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”). In accordance with Nasdaq…

Director — Adam Rothstein: The company expanded its board and appointed Adam Rothstein as a new non-employee director.