Fathom Holdings Inc 2024年度报告

(888)455-6040(Registrant’s telephone number, including area code) Name of Each Exchange on Which Registered Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesoNox Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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.xYesoNo 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 duringthe preceding 12 months (or for such shorter period that the registrant was required to submit such files).xYesoNo 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 growthcompany. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the ExchangeAct. 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 financialaccounting standards provided pursuant to Section 13(a) of the Exchange Act.x Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financialreporting under Section 404(b) of the Sarbanes-Oxley Act by the registered public accounting firm that prepared or issued its audit report.o If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.o Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YesoNox Based on the registrant’s closing price of $1.72 as quoted on the NASDAQ Capital Market on June 28, 2024, the aggregate market value of the registrant’s common stockheld by non-affiliates of the registrant was approximately $22,281,129, Common stock held by each officer and director and by each person known to the registrant whoowned 10% or more of the outstanding common stock have been excluded in that such person may be deemed to be affiliates. This determination of affiliate status is notnecessarily a conclusive determination for other purposes. As of March27, 2025, there were approximately27,196,999shares of the registrant’s common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE The registrant intends to file a definitive proxy statement pursuant to Regulation 14A within 120 days after the end of the fiscal year ended December31, 2024. Portions ofsuch proxy statement are incorporated by reference into Part III of this Form 10-K. Fathom Holdings Inc.FORM 10-KDecember 31, 2024 TABLE OF CONTENTS PagePART I5Item 1. Business5Item 1A. Risk Factors14Item 1B. Unresolved Staff Comments37Item 1C. Cybersecurity37Item 2. Properties38Item 3. Legal Proceedings38Item 4. Mine Safety Disclosures39PART II40Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities40Item 6. Reserved40Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations41Item 7A. Quantitative and Qualitative Disclosures About Market Risk52Item 8. Financial Statements and Supplementary Data53Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure46Item 9A. Controls and Procedures46Item 9B. Other Information47Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspection47PART III47Item 10. Directors, Executive Officers and Corporate Governance47Item 11. Executive Compensation48Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters48Item 13. Certain Relationships and Related Transactions, and Director Independence48Item 14. Principal Accountant Fees and Services48PART IV49Item 15. Exhibits and Financial Statement Schedules49Item 16. Form 10-K Summary51 NOTES In this Annual Report on Form 10-K (this “Report”), and unless the context otherwise requires, “Fathom,” “we,” “us,” “our,” “theCompany,” “our Company” and “our business” refer to Fathom Holdings Inc. and its direct and indirect subsidiaries as of December31,2024, taken as a whole. We have a registered trademark with the United