Fathom Holdings Inc. 8-K

What Happened Fathom Holdings Inc. (through subsidiary E4:9 Holdings, LLC) filed an 8-K reporting an Amendment to the May 3, 2024 Equity Purchase Agreement (EPA) for the sale of Dagley Insurance Agency, LLC. The Amendment, dated June 30, 2026, restructures the $3.0 million payment that was originally due May 3, 2026 into three installments, documents a cancellation of 278,000 shares held by Nathan Dagley, and adds a multi-year introduction/referral obligation by Fathom and its affiliates to Dagley Insurance. The parties also exchanged mutual releases of claims.

Key Details

• Third Payment restructured from $3.0M due May 3, 2026 into three installments:
  • $985,000 paid prior to the Amendment’s effective date;
  • $1,000,000 due and paid July 1, 2026;
  • $1,015,000 due September 1, 2026.
• Late amounts accrue interest at 1.50% per month; Seller may recover reasonable attorneys’ fees to enforce the Amendment.
• Nathan Dagley agreed to cancel 278,000 shares of Fathom common stock issued in his name.
• Through May 2, 2028, Fathom, its subsidiaries and successors must continue introducing clients to and using Dagley Insurance services consistent with past practices, subject to a defined Service Standard.

Why It Matters The Amendment changes the timing of a $3.0M cash payment into staged receipts, introduces interest and fee protections for the seller if payments are late, and documents a share cancellation that reduces shares issued to a former shareholder. It also commits Fathom and its affiliates to client introductions to Dagley Insurance through May 2, 2028. Investors should note the revised payment schedule, the contractual referral obligation, and the enforcement mechanisms (interest and fee recovery) included in the filing.