Fathom Holdings Inc 2025年度报告

(Amendment No.1) Commission file number 001-39412 (888) 455-6040(Registrant’s telephone number, including area code) Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.YesNo 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 12months (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.Yes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-Tduring the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes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 emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of theExchange Act. 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 revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ 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 overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act by the registered public accounting firm that prepared or issued its audit report. 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. 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). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YesNo Based on the registrant’s closing price of $1.24 as quoted on the NASDAQ Capital Market on June 30, 2025, the aggregate market value of the registrant’s commonstock held by non-affiliates of the registrant was approximately $21,905,061. Common stock held by each officer and director and by each person known to theregistrant who owned 10% or more of the outstanding common stock have been excluded in that such person may be deemed to be affiliates. This determination ofaffiliate status is not necessarily a conclusive determination for other purposes. As of March27, 2026, there were approximately 32,782,364 shares of the registrant’s common stock outstanding. EXPLANATORY NOTE This Amendment No. 1 on Form 10-K/A (this “Amendment”) to the Annual Report on Form 10-K of Fathom Holdings Inc. (the“Company, “Fathom,” “we,” “us” or “our”) for the year ended December 31, 2025, filed with the Securities and ExchangeCommission on March 30, 2026 (the “Original 10-K”), is being filed for the purposes of including the information required by Part III(Items 10-14) of Form 10-K. At the time the Company filed the Original 10-K, it intended to file a definitive proxy statement for its2026 Annual Meeting of Stockholders within 120 days after the end of its fiscal year pursuant to Regulation 14A promulgated underthe Securities Exchange Act of 1934, as amended (the “Exchange Act”). Because the Company will not file the definitive proxystatement within such 120-day period, the omitted information is filed herewith and provided below as required. Pursuant to Rule 12b-15 under the Exchange Act, this Amendment also contains certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002,which are attached hereto. Because no financial statements have been included in this Amendment and this Amendment does notcontain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications havebeen omitted. As a result, Part III, Items 10-14 of the Company’s Original 10-K are hereby amended and restated in their entirety. Except as described above, this Amendment does not modify or update disclosure in, or exhibits to, the Original 10-K, and suchdisclosure in, or exhibits to, the Original 10-K remain unchanged and speak as of the date of the filing of the Original 10-K. Inparticular, the Amendment does not change any previously reported financial results, nor does it reflect events occurring after the dateof the Original 10-K. Because no financial statements are contained within this Amendment, the Compa