FTHM Fathom Holdings Inc. - 8-K

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On May 22, 2026, Fathom Holdings Inc. (the “Company”) received a notification letter from the Nasdaq Stock Market LLC (“Nasdaq”) indicating that, because the Company has not yet filed its Quarterly Report on Form 10-Q for the period ended March 31, 2026 (the “Form 10-Q”), the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1), which requires timely filing of all required periodic financial reports with the Securities and Exchange Commission (the “Filing Requirement”).

In accordance with Nasdaq’s listing rules, the Company has 60 calendar days from the date of the notification letter, or until July 21, 2026, to submit a plan to regain compliance with the Filing Requirement. If Nasdaq accepts the Company’s plan, Nasdaq may grant an exception of up to 180 calendar days from the Form 10-Q’s due date, or until November 11, 2026, to regain compliance. Any subsequent periodic filing due within the exception period must also be filed by the end of such period. If Nasdaq does not accept the Company’s plan, the Company will have the opportunity to appeal that decision to a Nasdaq hearings panel pursuant to the procedures set forth in Nasdaq Listing Rule 5815(a).

The notification letter has no immediate effect on the listing or trading of the Company’s common stock, and the Company’s common stock will continue to be listed on the Nasdaq Capital Market under the symbol “FTHM.” The Company intends to file the Form 10-Q as promptly as possible to regain compliance with the Filing Requirement. If the Company is unable to file the Form 10-Q by July 21, 2026, it intends to submit a plan of compliance to Nasdaq. There can be no assurance that the Company’s plan will be accepted by Nasdaq or that the Company will regain compliance with the Filing Requirement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Exhibit Description

99.1

Press Release, dated May 29, 2026.