fthm-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

for the quarterly period ended March 31, 2026

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from______to______

Commission File Number 001-39412

FATHOM HOLDINGS INC.

(Exact name of Registrant as specified in its Charter)


North Carolina						82-1518164
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

2000 Regency Parkway Drive, Suite 300, Cary, North Carolina 27518

(Address of principal executive offices) (Zip Code)

(888) 455-6040

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Stock, No Par Value

FTHM

The NASDAQ Capital Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes o No

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). x Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of July 15, 2026, the registrant had 33,178,880 shares of common stock outstanding.


		Page
PART I - FINANCIAL INFORMATION
ITEM 1.	Financial Statements
	Conden sed Consolidated Balance Sheets as of March 3 1 , 202 6 (Unaudited) and December 31, 202 5	3
	Unaudited Condensed Consolidated Statements of Operations for the three months ended March 3 1 , 202 6 and 202 5	4
	Unaudited Conden sed Consolidated Statements of Changes in Shareholders’ Equity for the three months ended March 3 1 , 202 6 and 202 5	5
	Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 3 1 , 202 6 and 202 5	6
	Notes to Unaudited Conden sed Consolidated Financial Statements	7
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	35
ITEM 4.	Controls and Procedures	35
PART II - OTHER INFORMATION		38
ITEM 1.	Legal Proceedings	38
ITEM 1A.	Risk Factors	39
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39
ITEM 5.	Other Information	42
ITEM 6.	Exhibits	40
SIGNATURES		42


	March 31, 2026		December 31, 2025
ASSETS	(Unaudited)
Current assets:
Cash and cash equivalents	$	4,378	$	5,773
Restricted cash	107		144
Accounts receivable	5,413		3,718
Other receivable - current	3,000		3,000
Mortgage loans held for sale, at fair value	12,918		15,479
Prepaid and other current assets	5,128		7,806
Total current assets	30,944		35,920
Property and equipment, net	1,574		1,606
Lease right of use assets	4,043		4,180
Intangible assets, net	17,763		18,576
Goodwill	17,668		17,668
Other assets	107		94
Total assets	$	72,099	$	78,044
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	8,512	$	5,649
Accrued and other current liabilities	5,813		5,973
Warehouse lines of credit	12,587		15,106
Lease liability - current portion	1,725		1,663
Long-term debt - current portion	5,266		5,506
Total current liabilities	33,903		33,897
Lease liability, net of current portion	3,044		3,296
Long-term debt, net of current portion	2,085		80
Other long-term liabilities	3,324		3,332
Total liabilities	42,357		40,605
Commitments and contingencies (Note 18)
Shareholders’ equity:
Common stock (no par value, shares authorized, 100,000,000; shares issued and outstanding, 33,324,652 and 32,716,641 as of March 31, 2026 and December 31, 2025, respectively)	—		—
Additional paid-in capital	151,447		150,909
Accumulated deficit	(121,705)		(113,470)
Total shareholders' equity	29,742		37,439
Total liabilities and shareholders’ equity	$	72,099	$	78,044


	Three Months Ended March 31,
	2026		2025

Revenue	$	86,401	$	93,135
Commission and service costs	79,811		85,047
General and administrative	10,868		8,647
Marketing	1,319		1,370
Technology and development	1,443		1,937
Litigation contingency	6		4
Depreciation and amortization	559		554
Loss from operations	(7,605)		(4,424)

Other expense, net
Interest expense, net	110		156
Other nonoperating expense	500		1,049
Other expense, net	610		1,205
Loss before income taxes	(8,215)		(5,629)
Income tax expense	20		17
Net loss	$	(8,235)	$	(5,646)
Net loss per share:
Basic	$	(0.25)	$	(0.24)
Diluted	$	(0.25)	$	(0.24)
Weighted average common shares outstanding:
Basic	32,693,323		23,407,905
Diluted	32,693,323		23,407,905


	Common Stock
	Number of Outstanding Shares	Par Value		Additional Paid-in Capital		Accumulated Deficit		Total
Balance at December 31, 2025	32,716,641	$	—	$	150,909	$	(113,470)	$	37,439
Stock-based compensation, net of forfeitures	608,011	—		588		—		588
Other	—	—		(50)		—		(50)
Net loss	—	—		—		(8,235)		(8,235)
Balance at March 31, 2026	33,324,652	$	—	$	151,447	$	(121,705)	$	29,742


	March 31, 2026
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Value
Trade names	$	4,256	$	(1,987)	$	2,269
Software development	14,512		(8,354)		6,158
Agent relationships	10,033		(4,463)		5,570
Know-how	430		(426)		4
Data usage	4,031		(269)		3,762
	$	33,262	$	(15,499)	$	17,763


	December 31, 2025
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Value
Trade names	$	4,256	$	(1,881)	$	2,375
Software development	14,027		(7,743)		6,284
Agent relationships	10,033		(4,105)		5,928
Know-how	430		(405)		25
Data usage	4,031		(67)		3,964
	$	32,777	$	(14,201)	$	18,576


Years Ending December 31,
2026 (remaining)	$	3,797
2027	4,552
2028	3,611
2029	2,763
2030	2,167
Thereafter	873
Total	$	17,763


	Real Estate Brokerage		Mortgage		Title		Other (a)		Total
Balance at March 31, 2026	$	4,407	$	10,428	$	929	$	1,905	$	17,668


	March 31, 2026		December 31, 2025
Deferred annual fee	$	713	$	681
Due to sellers	936		936
Accrued compensation	1,059		901
Other accrued liabilities	3,105		3,455
Total accrued and other current liabilities	$	5,813	$	5,973


	March 31, 2026
Lender	Borrowing Capacity		Outstanding Borrowings		Weighted -Average Interest Rate on Outstanding Borrowings
Bank A1	$	8.0	$	4.8	6.11	%
Bank B2	$	10.0	$	5.6	6.45	%
Bank C3	$	10.0	$	2.1	6.07	%


	Three Months Ended March 31,
	2026		2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(8,235)	$	(5,646)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	1,368		1,440
Non-cash lease expense	376		357
Deferred financing cost amortization	—		25
Gain on sale of mortgages	(1,586)		(1,491)
Other non-cash	7		—
Deferred income taxes	(8)		1
Stock-based compensation	588		1,506
Provision for credit loss	2,581		—
Change in operating assets and liabilities:
Accounts receivable	(1,695)		15
Prepaid and other current assets	97		(315)
Other assets	(13)		43
Accounts payable	2,863		893
Accrued and other current liabilities	(160)		1,089
Operating lease liabilities	(429)		(404)
Mortgage loans held for sale originations	(62,232)		(54,687)
Proceeds from sale and principal payments on mortgage loans held for sale	66,379		51,441
Net cash used in operating activities	(99)		(5,733)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment	(37)		(25)
Purchase of intangible assets	(486)		(670)
Other investing activities	—		(120)
Net cash used in investing activities	(523)		(815)

CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on debt	(242)		(257)
Proceeds from note payable	2,000		—
Member distribution, net	(50)		—
Borrowings from warehouse lines of credit	60,012		54,959
Repayment on warehouse lines of credit	(62,530)		(50,247)
Proceeds from the issuance of common stock in connection with a public offering	—		3,043
Payment of offering cost in connection with issuance of common stock in connection with public offering	—		(169)
Net cash (used in) provided by financing activities	(810)		7,329


	March 31, 2026		December 31, 2025
3.75% Small Business Administration installment loan due May 2050	$	100	$	102
Convertible note payable	5,000		5,000
Promissory note payable	13		53
Bridge note	2,007		—
Director and officer (D&O) insurance policy promissory note1	26		102
Executive and officer (E&O) insurance policy promissory note2	205		329
Total debt	7,351		5,586
Long-term debt, current portion	(5,266)		(5,506)
Long-term debt, net of current portion	$	2,085	$	80


	Three Months Ended March 31,
	2026		2025
Operating lease expense	$	376	$	357
Short-term lease expense	153		144
Total lease cost	$	529	$	501


	March 31, 2026		December 31, 2025
Weighted average remaining lease term (in years) - operating leases	3.0		3.2
Weighted average discount rate - operating leases	8.42	%	8.33	%


	March 31, 2026
	Level 1		Level 2		Level 3		Total
Mortgage loans held for sale	$	—	$	12,918	$	—	$	12,918
Derivative assets	—		—		173		173
Derivative liabilities	—		—		(33)		(33)
	$	—	$	12,918	$	140	$	13,058


Years Ended December 31,	Operating Leases
2026 (remaining)	$	1,557
2027	1,924
2028	1,345
2029	196
2030	123
Thereafter	280
Total minimum lease payments	5,425
Less effects of discounting	(656)
Present value of future minimum lease payments	$	4,769


	Shares	Weighted Average Grant Date Fair Value
Nonvested at December 31, 2025	134,581	$	2.88
Granted	—	—
Vested	(34,375)	3.67
Forfeited	—	—
Nonvested at March 31, 2026	100,206	$	2.61


	Three Months Ended March 31,
	2026		2025
Commission and service costs	$	299	$	663
General and administrative	288		813
Marketing	1		30
Total stock-based compensation	$	588	$	1,506