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.

Results of Operations and Financial Condition. On March 12, 2025, Fathom Holdings Inc. issued a press release announcing its financial results for the year and quarter ended December 31, 2024. 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 10, 2025, Fathom Holdings Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain investors (the “Investors”) and Scott Flanders and Stephen Murray, who are members of the Company’s Board of Directors (the “Directors”, together with the Investors, the “Purchasers”) pursuant to which the Company agreed to issue and sell an aggregate of 4,338,003 shares (the “Shares”) of the Company’s common s…

Other Events. On March 10, 2025, Fathom Holdings Inc. (the “Company”) delivered written notice to Roth Capital Partners, LLC (“Roth”), that it was terminating the prospectus supplement, dated January 23, 2025, related to the Company’s common stock, no par value per share, issuable pursuant to the terms of the Sales Agreement, dated January 23, 2025, by and between the Company and Roth (the “Agreement”). The Company will not make any sales of common stock pursuant to the Agreement unless and u…

Chief Financial Officer — Joanne Zach: Joanne Zach separated from the Company, and Marco Fregenal will serve as the principal financial officer.

Other Events. On January 23, 2025, the Company issued a press release announcing that its board of directors approved a bitcoin treasury strategy to allow bitcoin to be one of the Company’s treasury reserve assets (the “Bitcoin Treasury Strategy”). A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K (this “Form 8-K”) and incorporated by reference herein. We are also filing this Form 8-K to disclose the below “Recent Developments” and to supplement risk fact…