Fathom Holdings Inc. 8-K

What Happened

• Fathom Holdings filed an 8‑K (Feb 12, 2026) reporting that Laura (Lori) Muller was appointed President of Fathom Realty Holdings, LLC, effective February 9, 2026. Muller will receive a $400,000 annual base salary, performance-based cash bonuses (two one‑time $50,000 bonuses and monthly $20,000 bonuses for Apr–Sep 2026, subject to gross profit thresholds), and an inducement restricted stock unit (RSU) grant valued at $150,000 that vests if the company meets 2026 gross profit targets and she remains employed through the vesting date. If Fathom terminates Muller without Cause or she leaves for Good Reason, she is entitled to six months’ base salary (subject to a release).
• The filing also reports that Samantha Giuggio, the company’s Chief Operating Officer, separated from Fathom effective February 9, 2026. Under her severance agreement (subject to a general release), Giuggio will receive nine months of base salary, accelerated vesting of outstanding equity awards, and reimbursement of COBRA premiums for 12 months.

Key Details

• Appointment effective date: February 9, 2026; 8‑K filed Feb 12, 2026.
• Muller compensation: $400,000 base; two $50,000 conditional one‑time bonuses; $20,000/month performance bonus Apr–Sep 2026; $150,000 inducement RSU grant conditioned on 2026 gross profit targets.
• Muller severance: six months’ base pay if terminated without Cause or she leaves for Good Reason (requires release).
• Giuggio separation: nine months’ base pay, accelerated equity vesting, 12 months COBRA reimbursement (subject to release).

Why It Matters

• Operational leadership change at Fathom Realty (the company’s wholly owned brokerage subsidiary) could affect execution of brokerage growth and profitability strategies—Muller’s pay package is tied to gross profit targets, signaling company focus on gross profit performance for 2026.
• The agreements create potential near‑term cash and equity obligations (bonuses, RSU vesting, severance/COBRA payments) if performance targets are met or if terminations trigger severance, which investors may want to monitor when assessing short‑term cash needs and dilution.
• The company also issued a press release announcing Muller’s appointment (filed as Exhibit 99.1).