Fregenal Marco 4

What Happened

• Marco Fregenal, CEO of Fathom Holdings Inc. (FTHM), reported a gift of 31,306 shares on February 9, 2026. The shares were disposed of as a gift (transaction code G) and the filing lists $0.00 proceeds for the transfer. Gifts are not sales and do not represent a market-driven sale by the insider.

Key Details

• Transaction date: 2026-02-09; Report filed: 2026-02-13 (filed 4 days after the transaction; appears later than the standard 2-business-day Form 4 deadline).
• Price and value: $0.00 per share; total proceeds $0 (gift).
• Shares owned after transaction: not specified in the provided filing.
• Notable footnotes from the filing:
  • F1: Of the reported shares, 133,337 are restricted and vest on the second and third anniversaries of the grant date (Nov 15, 2024) — i.e., vesting dates fall on Nov 15, 2026 and Nov 15, 2027.
  • F2: The shares are held in a trust for the reporting person’s children; the spouse is trustee and the reporting person disclaims beneficial ownership of those trust-held securities.
  • F3: The filing also explains that performance rights (if applicable elsewhere) represent contingent rights to receive common stock upon meeting specified price/time conditions.

Context

• Gifts are generally not a signal of confidence or concern about the company’s stock price because they can be made for estate planning or family reasons; they do not generate cash proceeds for the insider.
• The filing’s apparent delay (filed Feb 13 for a Feb 9 transaction) may be noteworthy because insiders are normally required to file Form 4 within two business days of the transaction.