{"url_path":"/sec/fthm/8-k/2026-07-06/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-06","source_url":"https://www.sec.gov/Archives/edgar/data/1753162/0001628280-26-047229-index.html","accession_number":"0001628280-26-047229","cik":"0001753162","ticker":"FTHM","issuer_name":"Fathom Holdings Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1753162/0001628280-26-047229-index.html","primary_entity_key":"0001753162","primary_entity_name":"Fathom Holdings Inc."},"word_count":498,"has_tables":true,"body_markdown":"Item 1.01 Entry into a Material Definitive Agreement.\n\nAs 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 previously acquired E4:9 Holdings, LLC (including Dagley Insurance) pursuant to an Agreement and Plan of Merger dated April 13, 2021 (the “Merger Agreement”). Under Section 2.2 of the EPA, as part of the purchase price, the Purchaser was obligated to pay the Seller $3.0 million on May 3, 2026 (the “Third Payment”).\n\nOn June 30, 2026, the Seller, Dagley Insurance, the Purchaser, Dagley, and the Company entered into an Amendment to Equity Purchase Agreement and Release of Stockholder Claims (the “Amendment”), effective as of (the “Effective Date”). The Amendment provides for the following material terms:\n\nDeferral and Installment of the Third Payment. Section 2.2 of the EPA was amended so that the Third Payment is payable in three installments: (i) a first installment of $985,000 that was paid prior to the Effective Date; (ii) a second installment of $1,000,000 due and paid July 1, 2026; and (iii) a third and final installment of $1,015,000 due September 1, 2026. If the Purchaser fails to pay all or part of these installments on a timely basis, interest accrues at a rate of 1.50% per month on amounts remaining due. The Seller is entitled to recover reasonable attorneys’ fees and expenses if legal action is necessary to enforce the Amendment.\n\nCancellation of Shares and Release of Stockholder Claims. Dagley agreed to the cancellation of 278,000 shares of the Company’s common stock issued in his name and agreed to execute documents to effectuate such cancellation.\n\nSeller Affiliates Obligation. Section 7.4(a) of the EPA was deleted in its entirety and replaced to provide that, through May 2, 2028, the Company, its direct and indirect subsidiaries, and their successors and permitted assigns (the “Seller Affiliates”) shall continue to introduce their clients to Dagley Insurance and utilize its insurance services consistent with past practices (the “Seller Affiliates Obligation”), subject to the Company performing such services in accordance with applicable law, in good faith, and at a level of quality substantially similar to the prior 12 months (the “Service Standard”). If the Company fails to meet the Service Standard, the Seller Affiliates are not obligated to perform the Seller Affiliates Obligation.\n\nMutual Releases. The Dagley Parties and the Fathom Holdings Parties (each as defined in the Amendment) provided mutual releases of claims.\n\nThe foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference."}