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FTHM on Nasdaq

Fathom Holdings Inc.

American real estate agents and managers company based in Cary1

In its 2026 annual report the company says: “We are a national, technology-driven, real estate services platform integrating residential brokerage, mortgage, title, and Software as a Service offerings to brokerages and agents by leveraging intelliAgent®, our proprietary cloud-based software.”4 Its shares trade on Nasdaq under the symbol FTHM.1

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Last updated Oct 21, 2026.

Overview

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  • TickerFTHM on Nasdaq1
  • IndustryReal Estate Agents & Managers (For Others)1
  • HeadquartersCary, North Carolina1
  • Incorporated inNC2
  • Business address2000 Regency Parkway Drive, Suite 300, Cary, Nc 275182
  • Filer categoryNon-accelerated filer, Smaller reporting company2

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Fathom Realty LLC was founded in January 2010 and later incorporated as Fathom Holdings Inc. in the state of North Carolina on May 5, 2017. We are a national, technology-driven, real estate services platform integrating residential brokerage, mortgage, title, and Software as a Service (“SaaS”) offerings to brokerages and agents by leveraging intelliAgent®, our proprietary cloud-based software. The Company’s brands include Fathom Realty, Encompass Lending, intelliAgent, Real Results, and Verus Title.4 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

-3.7%Operating margin5
-4.8%Net margin5
25.4%Revenue growth, 20255
-54.2%Return on equity5
0.15×Debt to equity5
-$20.7MFree cash flow5

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Business segments

Real Estate Brokerage brought in 95% of the revenue Fathom Holdings Inc. broke down this way in fiscal 2025.

  1. Real Estate Brokerage$399.0M595%up 27% from 2024
  2. Mortgage$12.8M53%up 17% from 2024
  3. Technology$6.2M51%up 36% from 2024
Business segments by year
Business segments20242025
Real Estate Brokerage$314.7M$399.0M
Mortgage$10.9M$12.8M
Technology$4.5M$6.2M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Other costs100¢$420.4M
  • Income tax0¢$85.0K

Out of $420.5M in revenue.5 The company lost money this year.

Financial statements

Revenue6789105$420.5M in 2025+278% since 2019
0$200.0M$400.0M$600.0M2019: $111.2M$111.2M20192020: $176.8M$176.8M2020+59%2021: $330.2M$330.2M2021+87%2022: $413.0M$413.0M2022+25%2023: $345.2M$345.2M2023−16%2024: $335.2M$335.2M2024−3%2025: $420.5M$420.5M2025+25%
Gross profit6$10.4M in 2020+75% since 2019
0$5.0M$10.0M$15.0M2019: $5.9M$5.9M20192020: $10.4M$10.4M2020+75%
Operating income6789105-$15.6M in 2025+290% since 2019
-$30.0M-$20.0M-$10.0M02019: -$4.0M-$4.0M20192020: -$1.3M-$1.3M2020−68%2021: -$16.1M-$16.1M2021+1163%2022: -$26.8M-$26.8M2022+66%2023: -$23.3M-$23.3M2023−13%2024: -$23.5M-$23.5M2024+1%2025: -$15.6M-$15.6M2025−34%
Net income6789105-$20.3M in 2025+396% since 2019
-$30.0M-$20.0M-$10.0M02019: -$4.1M-$4.1M20192020: -$1.3M-$1.3M2020−67%2021: -$12.5M-$12.5M2021+831%2022: -$27.6M-$27.6M2022+121%2023: -$24.0M-$24.0M2023−13%2024: -$21.6M-$21.6M2024−10%2025: -$20.3M-$20.3M2025−6%

Every line of the income statement as filed: the last 2 fiscal years, latest first.5

Period ending2025-12-312024-12-31
Revenue$420.5M$335.2M
Commission and service costs$386.3M$306.9M
General and administrative$33.1M$33.6M
Marketing$5.2M$5.8M
Technology and development$7.3M$6.6M
Litigation contingency$2.0M$3.5M
Depreciation and amortization$2.2M$2.2M
Loss from operations-$15.6M-$23.5M
Loss (gain) on sale of business$922.0K-$3.0M
Interest expense, net$594.0K$537.0K
Other nonoperating expense, net$3.1M$1.6M
Other (income) expense, net$4.6M-$864.0K
Loss before income taxes-$20.2M-$22.6M
Income tax expense (benefit)$85.0K-$1.0M
Net loss-$20.3M-$21.6M
Basic (in dollars per share)-$0.72-$1.07
Diluted (in dollars per share)-$0.72-$1.07
Basic (in shares)28.2M shares20.2M shares
Diluted (in shares)28.2M shares20.2M shares

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Corporate structure

Fathom Holdings Inc. sits at the top of its group. 6 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Fathom Holdings Inc.

  • Fathom Holdings Inc. Cary, North Carolina
    • E4:9 Holdings, LLC Subsidiary · Delaware, United States
    • Fathom Realty Holdings LLC Subsidiary · Texas, United States
    • IntelliAgent, LLC Subsidiary · Texas, United States
    • My Home Group Real Estate, LLC Subsidiary · Arizona, United States
    • Verus Holdings Inc. Subsidiary · North Carolina, United States

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Fathom Holdings Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$3.7M5 Dec 31, 2025$3.6M5 Dec 31, 2024+2.3%
Accumulated depreciation$2.1M5 Dec 31, 2025$1.7M5 Dec 31, 2024+19.1%
Property and equipment, net$1.6M5 Dec 31, 2025$1.9M5 Dec 31, 2024−13.4%
Operating-lease assets (leased space)$4.2M5 Dec 31, 2025$3.8M5 Dec 31, 2024+10.6%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$5.8M5 Dec 31, 2025$7.1M5 Dec 31, 2024−19.0%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$17.7M5 Dec 31, 2025$21.5M5 Dec 31, 2024−17.8%
Intangible assets, net (excluding goodwill)$18.6M5 Dec 31, 2025$20.2M5 Dec 31, 2024−8.2%
Finite-lived intangibles, gross$32.8M5 Dec 31, 2025$34.3M5 Dec 31, 2024−4.4%
Accumulated amortization$14.2M5 Dec 31, 2025$14.0M5 Dec 31, 2024+1.1%
Finite-lived intangibles, net$18.6M5 Dec 31, 2025$20.2M5 Dec 31, 2024−8.2%

Properties, in its own words

Our principal executive office is located at 2000 Regency Parkway Drive, Suite 300, Cary, North Carolina, 27518, where we lease approximately 28,700 square feet on a lease expiring in December 2028.

We also lease office space on a month-to-month lease at 24800 Chrisanta Drive, Suite 140, Mission Viejo, California, 92691. This office space is approximately 1,980 square feet and is primarily for our accounting team. We also lease small office spaces in the various regions in which we operate to comply with regulatory and licensing requirements within such jurisdictions and in some cases, to provide office space for our agents.

The rest of Item 2

We do not own any real property and we believe that our leased facilities are suitable and adequate to meet current needs.

Item 2 of the 10-K filed Mar 30, 2026.4

Leadership

Who has led Fathom Holdings Inc., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Joshua Harley2020–2023
  2. Marco Fregenal2024–now

President

  1. Laura L. Muller2026–now

Chief financial officer

  1. Marco Fregenal2020–2023
  2. Joanne Zach2024–2026
  3. Daniel Weinmann2026–now
2025
Board members and other officers (10)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • E4:9 Holdings, LLC Delaware3
  • Fathom Realty Holdings LLC Texas3
  • IntelliAgent, LLC Texas3
  • My Home Group Real Estate, LLC Arizona3
  • Verus Holdings Inc. North Carolina3

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. Oct 5, 20268-K Entered a material agreement; Ended a material agreement; New debt or obligation27
  2. Sep 25, 20268-K Other events28
  3. Aug 25, 20268-K Listing notice or transfer29
  4. Jul 20, 20268-K Other events30
  5. Jul 9, 20268-K Other events31
  6. Jul 6, 20268-K Entered a material agreement32
  7. Jun 29, 20268-K Executive or director change33
  8. Jun 17, 20268-K Entered a material agreement; Executive or director change; Other events34
  9. Jun 3, 20268-K Entered a material agreement35
  10. May 29, 20268-K Listing notice or transfer36
  11. Apr 16, 20268-K Listing notice or transfer37
  12. Mar 30, 20268-K Results of operations38
  13. Sep 11, 2024New chief executive Marco Fregenal becomes CEO13
  14. Jul 28, 2020New chief executive Joshua Harley becomes CEO14

Calendar

Coming up

  1. Nov 10, 2026Reports results for the quarter ending Sep/202639

When it reported results

  1. Mar 30, 2026Reported quarterly or annual results38
  2. Nov 12, 2025Reported quarterly or annual results40
  3. Nov 12, 2025Reported quarterly or annual results41
  4. Aug 12, 2025Reported quarterly or annual results42
  5. May 13, 2025Reported quarterly or annual results43
  6. Mar 12, 2025Reported quarterly or annual results44
  7. Nov 7, 2024Reported quarterly or annual results45
  8. Aug 12, 2024Reported quarterly or annual results46

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

290 filings to the SEC since October 2021: 11 annual reports, 15 quarterly reports, 65 major events, 126 insider forms, 23 large holders, 50 other. The latest 20:

  1. Oct 5, 20268-K EDGAR
  2. Sep 25, 20268-K EDGAR
  3. Aug 25, 20268-K EDGAR
  4. Aug 13, 202610-Q EDGAR
  5. Jul 20, 20268-K EDGAR
  6. Jul 16, 202610-Q EDGAR
  7. Jul 9, 20268-K EDGAR
  8. Jul 6, 20268-K EDGAR
  9. Jun 29, 20268-K EDGAR
  10. Jun 26, 20263 PRIMARY DOCUMENT EDGAR
  11. Jun 22, 2026425 EDGAR
  12. Jun 17, 20268-K EDGAR
  13. Jun 17, 2026425 EDGAR
  14. Jun 17, 2026425 EDGAR
  15. Jun 3, 20268-K EDGAR
  16. May 29, 20268-K EDGAR
  17. May 18, 2026NT 10-Q EDGAR
  18. Apr 30, 202610-K/A EDGAR
  19. Apr 16, 20268-K EDGAR
  20. Mar 30, 2026S-8 EDGAR

The 290 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

91 open-market trades by officers, directors and large owners since October 2021: 57 buys and 34 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Aug 28, 2025Harley Joshua10% ownerSale92,395$2.38$219.9KForm 4
Aug 28, 2025Harley Joshua10% ownerSale92,395$2.38$219.9KForm 4
Jul 23, 2025Harley Joshua10% ownerSale1,100$1.49$1.6KForm 4
Jul 22, 2025Harley Joshua10% ownerSale81,691$1.59$129.9KForm 4
Jul 21, 2025Harley Joshua10% ownerSale50,717$1.46$74.0KForm 4
Jul 18, 2025Harley Joshua10% ownerSale22,883$1.32$30.2KForm 4
Jul 17, 2025Harley Joshua10% ownerSale10,231$1.36$13.9KForm 4
Jul 16, 2025Harley Joshua10% ownerSale34,478$1.33$45.9KForm 4
Jul 3, 2025Giuggio SamanthaChief Broker OfficerSale2,146$1.38$3.0KForm 4
Apr 1, 2025Giuggio SamanthaChief Broker OfficerSale12,841$0.72$9.2KForm 4
Mar 14, 2025Flanders Scott NDirectorBuy693,866$0.72$499.6KForm 4
Mar 14, 2025Murray Stephen H.DirectorBuy138,773$0.72$99.9KForm 4
Jan 10, 2025Giuggio SamanthaChief Broker OfficerSale160$1.52$243Form 4
Jan 2, 2025Giuggio SamanthaChief Broker OfficerSale678$1.50$1.0KForm 4
Jan 2, 2025Zach JoanneChief Financial OfficerSale865$1.50$1.3KForm 4
Dec 10, 2024Flanders Scott NDirectorBuy5,487$1.95$10.7KForm 4
Nov 27, 2024Flanders Scott NDirectorBuy20,000$1.95$39.0KForm 4
Nov 26, 2024Flanders Scott NDirectorBuy20,000$1.95$39.0KForm 4
Nov 25, 2024Flanders Scott NDirectorBuy1,041$1.85$1.9KForm 4
Nov 22, 2024Flanders Scott NDirectorBuy18,914$1.84$34.8KForm 4

All 91 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2024Marco FregenalChief Executive Officer, Chief Financial Officer and Principal Executive Officer and Principal Financial Officer61$1.4M56
2024Joanne ZachChief Financial Officer, Principal Financial Officer$100.0K$534.7K56
2024Samantha GiuggioChief Broker Operations Officer$251.6K$441.4K56
2023Marco FregenalChief Executive Officer, Chief Financial Officer and Principal Executive Officer and Principal Financial Officer61$1.2M56
2023Samantha GiuggioChief Broker Operations Officer$312.9K56

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 41. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Vanguard Capital Management LLC732,186$739.5K0.0%+9,600
Jane Street Group, LLC494,187$499.1K0.0%+423,936
Vazirani Asset Management LLC394,274$398.2K2.0%New
Veradace Capital Management LLC342,000$345.4K0.3%−136,145
Prelude Capital Management, LLC318,356$321.5K0.0%New
Geode Capital Management, LLC218,358$220.6K0.0%−38,824
AMG National Trust Bank207,590$209.7K0.0%No change
North Star Asset Management Inc204,101$206.1K0.0%New
Susquehanna International Group, Llp140,333$141.7K0.0%+9,863
Union Square Park Capital Management, LLC98,453$99.4K0.1%−264,426
Vanguard Fiduciary Trust Co92,283$93.2K0.0%No change
Concurrent Investment Advisors, LLC81,467$82.3K0.0%New
Renaissance Technologies LLC79,700$80.5K0.0%−68,107
Jb Capital Partners LP69,882$70.6K0.0%No change
XTX Topco Ltd62,747$63.4K0.0%+43,999
Northern Trust Corp48,414$48.9K0.0%+13,754
State Street Corp48,327$48.8K0.0%No change
StoneX Group Inc.58,945$45.7K0.0%−5,823
BlackRock, Inc.43,922$44.4K0.0%No change
Aristides Capital LLC42,966$43.4K0.0%−11,295
Requisite Capital Management, LLC38,610$39.0K0.0%No change
Raymond James Financial Inc20,100$20.3K0.0%No change
LPL Financial LLC16,096$16.3K0.0%−3,000
HighTower Advisors, LLC12,500$12.6K0.0%No change
Sapient Capital LLC12,500$12.6K0.0%No change

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Fathom Holdings Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARFathom Holdings Inc.1
  • CIK0001753162
  • Employer ID (EIN)82-15181644
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company4
  • Incorporated inNorth Carolina4
  • Fiscal year endsDecember 311
  • Industry code (SIC)6531 Real Estate Agents & Managers (For Others)1
  • SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance1
  • Business address2000 Regency Parkway Drive, Suite 300, Cary, NC 275181
  • Phone88845560401
  • Shares outstanding34,207,238 as of Aug 12, 202612
  • Public float$21.9M as of Jun 30, 20254
  • AuditorDeloitte & Touche LLP, Raleigh, North Carolina PCAOB ID 34; no auditor attestation of internal control over financial reporting4
  • On EDGAR sinceOct 26, 20181
  • Filings413 in all: 4 (153), 8-K (85), 10-Q (19), 3 (16), 144 (11), SC 13G/A (11), CORRESP (10), 424B5 (9)1
    All 40 form types

    UPLOAD (8), 10-K/A (7), SC 13G (7), 10-K (6), S-1/A (6), S-8 (6), DEF 14A (5), DEFA14A (5), SC 13D/A (5), 4/A (4), 5 (4), EFFECT (4), 425 (3), ARS (3), S-3 (3), 424B3 (2), 8-K/A (2), CERT (2), D (2), FWP (2), SCHEDULE 13G/A (2), 3/A (1), 424B4 (1), 8-A12B (1), D/A (1), DRS (1), NT 10-Q (1), S-1 (1), S-1MEF (1), SC 13D (1), SCHEDULE 13D (1), SCHEDULE 13G (1)

  • Latest filingsAnnual report (10-K) Mar 30, 2026
    Quarterly report (10-Q) Aug 13, 2026
    Proxy statement (DEF 14A) Jul 11, 2025
    Latest 8-K (8-K) Oct 5, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, No Par ValueFTHMNASDAQ

From the cover page of the 10-K filed Mar 30, 2026 (Section 12(b) of the Exchange Act).4

Risk factors and legal proceedings

The risks Fathom Holdings Inc. names in Item 1A of its 10-K filed Mar 30, 2026: 61 risks under these headings, as written.4

  • Risks Related to Our Business
  • We have a history of losses, and we might not be able to achieve or sustain profitability.
  • If we do not remain an innovative leader in the real estate industry, we might not be able to grow our business and leverage our costs to achieve profitability.
  • We may require additional capital to support business growth, and this capital might not be available on acceptable terms, if at all.
  • We might not be able to effectively manage rapid growth in our business.
  • If we fail to grow in the various local markets that we serve or are unsuccessful in identifying and pursuing new business opportunities our long-term prospects and profitability will be harmed.
  • Our value proposition for agents includes allowing them to keep more of their commissions than traditional companies do. If agents do not understand our value proposition, we might not be able to attract, retain and incentivize agents or maintain our agent growth rate, which would adversely affect our revenue and results of operations.
  • Our agent commission plans, including Fathom Max and Fathom Share, might not positively contribute to agent recruitment and retention, which would adversely affect our revenue growth and results of operations.
  • If we fail to expand effectively into adjacent markets, our growth prospects could be harmed.
  • Our historical revenue growth rates might not be indicative of our future growth, and we might not continue to grow at our recent pace, or at all.
  • We currently use and intend to continue to use Adjusted EBITDA, a non-GAAP financial measure, in reporting our annual and quarterly results of operations; however, Adjusted EBITDA is not equivalent to net income (loss) from operations as determined under GAAP, and shareholders may consider GAAP measures to be more relevant to our operating performance.
  • Adverse outcomes in litigation and regulatory actions against other companies and agents in our industry could adversely impact our financial results.
The other 50 risks
  • We face significant risk to our brand and revenue if we fail to maintain compliance with the law and regulations of federal, state, foreign, or county governmental authorities, or private associations and governing boards.
  • If we fail to protect the privacy or personal information of employees, independent contractors, or consumers, or if we fail to comply with privacy or data security legal requirements, our reputation and business could be significantly harmed.
  • We participate in a highly competitive market, and pressure from existing and new competitors might adversely affect our business and operating results.
  • Listing aggregator concentration and market power creates, and is expected to continue to create, disruption in the residential real estate brokerage industry, which might have a material adverse effect on our results of operations and financial condition.
  • Our operating results are subject to seasonality and vary significantly among quarters during each calendar year, making meaningful comparisons of successive quarters difficult.
  • Our business could be adversely affected if we are unable to expand, maintain and improve the systems and technologies upon which we rely to operate.
  • Cybersecurity incidents, data breaches and other privacy/data security incidents could disrupt our business operations, result in the loss or exposure of critical, confidential and/or sensitive information, adversely impact our reputation, result in costly regulatory investigations or litigation, create legal liability and harm our business.
  • Our business, financial condition and reputation may be substantially harmed by security breaches, interruptions, delays and failures in our systems and operations.
  • If our mortgage business is unable to sell its originated loans, we would need to service the loans and potentially foreclose on the home or do so through a third party, either of which could impose significant costs, on the Company. Our inability to sell originated loans could also expose us to adverse market conditions affecting mortgage loans.
  • If we are unable to obtain sufficient financing through warehouse credit facilities to fund origination of mortgage loans, then we may be unable to grow our mortgage business.
  • We might identify material weaknesses that could cause us to fail to meet our reporting obligations or result in material misstatements of our financial statements. If we fail to remediate any material weaknesses or if we otherwise fail to establish and maintain effective internal controls over financial reporting, our ability to accurately and timely report our financial results could be adversely affected.
  • We are a “smaller reporting company” and a non-accelerated filer and, as a result of the reduced disclosure and governance requirements applicable to smaller reporting companies and non-accelerated filers, our common stock may be less attractive to investors.
  • Loss of our current executive officers or other key management could significantly harm our business
  • Employee or agent litigation and unfavorable publicity could negatively affect our future business.
  • Failure to protect intellectual property rights could adversely affect our business.
  • We may evaluate potential vendors, suppliers and other business partners for acquisition in order to accelerate growth but might not succeed in identifying suitable candidates or may acquire businesses that negatively impact us.
  • We have recently acquired businesses that are outside our core competencies as a real estate brokerage, which could be difficult to integrate, disrupt our core business, dilute shareholder value, and adversely affect our operating results.
  • Our future revenue and growth prospects could be adversely affected by our dependence on other contractors.
  • We are subject to certain risks related to litigation filed by or against us, and adverse results might harm our business and financial condition.
  • We might experience significant claims relating to our operations, or losses resulting from fraud, defalcation or misconduct.
  • We might use interest rate derivatives to manage our exposure to interest rate risks associated with our mortgage business.
  • Part of our technology is currently being developed in foreign countries, including Brazil, India, and the Philippines, which makes us subject to certain risks associated with foreign laws and regulations.
  • Investors’ expectations of our performance relating to environmental, social, and governance factors may impose additional costs and expose us to new risks.
  • Risks Related to Bitcoin Treasury Strategy
  • Our bitcoin treasury strategy could expose us to various risks associated with bitcoin.
  • Bitcoin is a highly volatile asset.
  • Bitcoin does not pay interest or dividends.
  • Our Bitcoin Treasury Strategy has not been tested.
  • We will be subject to counterparty risks, including in particular risks relating to our custodians.
  • The broader digital assets industry is subject to counterparty risks, which could adversely impact the adoption rate, price, and use of bitcoin.
  • Accounting treatment of our bitcoin holdings could have significant accounting impacts, including increasing the volatility of our results.
  • Bitcoin and other digital assets are novel assets, and are subject to significant legal, commercial, regulatory and technical uncertainty.
  • Regulatory change reclassifying bitcoin as a security could lead to our classification as an “investment company” under the Investment Company Act of 1940, as amended, or the 1940 Act, and could adversely affect the market price of bitcoin and the market price of our common stock.
  • We may be subject to regulatory developments related to crypto assets and crypto asset markets, which could adversely affect our business, financial condition, and results of operations.
  • Our intended bitcoin holdings may be less liquid than our existing cash and cash equivalents and might not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents.
  • Due to the unregulated nature and lack of transparency surrounding the operations of many bitcoin trading venues, bitcoin trading venues may experience greater fraud, security failures or regulatory or operational problems than trading venues for more established asset classes, which may result in a loss of confidence in bitcoin trading venues and adversely affect the value of our bitcoin.
  • If we or our third-party service providers experience a security breach or cyberattack and unauthorized parties obtain access to our bitcoin, or if our private keys are lost or destroyed, or other similar circumstances or events occur, we may
  • lose some or all of our bitcoin and our financial condition and results of operations could be materially adversely affected.
  • Risks Related to Our Industry
  • Our results are tied to the residential real estate market and we might be negatively impacted by downturns in this market and general global economic conditions.
  • A lack of financing for homebuyers in the U.S. residential real estate market at favorable rates and on favorable terms could have a material adverse effect on our financial performance and results of operations.
  • Potential reform of Fannie Mae or Freddie Mac or certain federal agencies or a reduction in U.S. government support for the housing market could have a material impact on our operations.
  • The occurrence of natural or man-made disasters or pandemics could adversely affect our operations, results of operations and financial condition.
  • The introduction and integration of emerging technologies into the real estate industry and any delay or inability to successfully integrate such technologies into our business or the businesses of our real estate professionals could result in competitive harm.
  • Risks Related to Ownership of Our Common Stock
  • The requirements of being a public company may strain our resources, divert management’s attention, and affect our ability to attract and retain qualified board of director members.
  • Our common stock price might fluctuate significantly, and the price of our common stock might be negatively impacted by factors which are unrelated to our operations.
  • Our amended and restated bylaws provide that, unless we consent in writing, North Carolina state court is, to the fullest extent permitted by law, the sole and exclusive forum for substantially all disputes between us and our shareholders. These choice of forum provisions could limit the ability of shareholders to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.
  • Because we do not intend to pay any cash dividends on our shares of common stock in the near future, our shareholders will not be able to receive a return on their shares unless they sell them.
  • Future sales of shares of our common stock by existing shareholders could depress the market price of our common stock.
  • Joshua Harley, our Founder and former Chief Executive Officer, Marco Fregenal, our President and Chief Executive Officer, and Scott Flanders and Adam Rothstein, significant shareholders and directors, own a significant percentage of our stock, and as a result, they can take actions that may be adverse to the interests of the other shareholders and the trading price for our common stock may be depressed.
  • If securities or industry analysts do not publish or cease publishing research or reports about us, our business or our market, or if they change their recommendations regarding our stock adversely, our stock price and trading volume could decline.
  • If we are not able to comply with the applicable continued listing requirements or standards of The Nasdaq Stock Market, Nasdaq could delist our common stock.

Legal proceedings

From time to time the Company is involved in litigation, claims, and other proceedings arising in the ordinary course of business. Such litigation and other proceedings may include actions relating to employment law and misclassification of agents as independent contractors, intellectual property, commercial or contractual claims, brokerage or real estate disputes, or other consumer protection statutes, ordinary-course brokerage disputes like the failure to disclose property defects, commission disputes, and various liabilities based upon conduct of individuals or entities, including agents and third-party contractor agents. Litigation and other disputes are inherently unpredictable and subject to substantial uncertainties and unfavorable resolutions could occur.

In September 2024, Fathom Realty, a wholly-owned subsidiary of the Company, reached a nationwide settlement related to claims asserted in Burnett v. The National Association of Realtors, et al. As part of the settlement Fathom Realty paid $500,000 into a settlement fund on October 1, 2025, $500,000 on January 2, 2026, and will pay $1.95 million on or before October 1, 2026. The Company has included $2.45 million in other short-term liabilities in its balance sheet as of December 31, 2025. Fathom Realty has also agreed to adhere to the rule changes put forth by the NAR.

The opening of Item 3, Legal Proceedings.4

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