Fathom Holdings looking to raise at least $5.4M in public offering

Growing but money-losing real estate brokerage Fathom Holdings Inc. is looking to raise at least $5.4 million in a public offering of three million shares priced at $2 per share on Friday^[1]  — nearly three times the price of the company’s last offering in March.

Shares in Fathom, the parent company of Cary, North Carolina-based Fathom Realty, have changed hands for as little as 65 cents and as much as $3.37 in the past 12 months. After closing at $2.40 on Thursday, Fathom’s share price^[2] fell 22 percent on Friday, to $1.88, after the offering was priced.

TAKE THE INMAN INTEL SURVEY FOR SEPTEMBER^[3]

Deal underwriters will have 45 days to buy an additional 450,000 shares for $2 each — the same terms as the public offering^[4].

Fathom had previously netted $2.9 million in a March offering of 4.34 million shares^[5] at 68 to 72 cents per share, which allowed it to pay off a $3.5 million convertible note in April.

The company’s price per share dipped below $1 in March, triggering a compliance warning from Nasdaq^[6] in April. But any worries about delisting faded when Fathom’s share price climbed back above the $1 minimum threshold in May. Fathom shares had been trading above $2 since Sept. 10.

Fathom’s platform integrates residential real estate brokerage, mortgage, title, and “software-as-a-service” (SaaS) offerings to brokerages and agents.

Fathom Realty’s flat-fee and revenue-sharing commission models have helped the company more than triple its agent count since 2019. At 14,981 as of June 30, Fathom’s agent count was up 23 percent from a year ago.

Fathom Realty’s agent growth

Source: Fathom Holdings earnings reports.^[7]

Those agents were involved in 22,425 transactions in the first half of the year, up 28 percent from the same period in 2024, putting Fathom Realty on track for its busiest year since 2022.

Fathom onboarded 2,200 agents last year through the acquisition of My Home Group^[8], the third-biggest real estate brokerage in Arizona. That deal helped Fathom grow second quarter transactions by 25 percent from a year ago, to 12,710, and revenue by 36 percent, to $121.4 million.

But with operating expenses also up 33 percent from a year ago, to $123.8 million, Fathom posted a $3.6 million Q2 net loss^[9], up from $1.3 million in Q2 2024. At $9.2 million, Fathom’s net loss for the first half of the year was up 28 percent from the first half of 2024.

Fathom narrowly achieved Q2 profitability by one measure — adjusted earnings before interest, taxes, depreciation and amortization (EBITDA), which totaled $29,000.

“The second quarter of 2025 marked the Company’s first positive Adjusted EBITDA quarter since the second quarter of 2024,” the company said in announcing Q2 earnings^[10]. “Fathom is committed to remaining adjusted EBITDA positive moving forward.”

Fathom Realty announced a new commission plan^[11] in April, Elevate, offering a higher level of brokerage services in exchange for what the company says is still a more generous split than traditional brokerages.

The Elevate program had onboarded 70 agents who average eight closings a year, Fathom Holdings CEO Marco Fregenal said in August. The goal is to have more than 300 equally productive agents enrolled in Elevate by the end of the year, Fregenal said.

In addition to Fathom Realty, Fathom is the parent company of Encompass Lending Group^[12], Cornerstone First Financial^[13], and Verus Title^[14].

The company also offers its intelliAgent software platform^[15] to other real estate brokerages. Fathom implemented its first intelliAgent platform and Elevate program licensing agreement in August, with Arizona-based Sovereign Realty Partners.

Marco Fregenal

The deal allows Sovereign Realty Partners to provide the intelliAgent platform and Elevate program throughout Arizona, operating as Fathom Realty Elite^[16].

“We believe this will be the first of many such agreements, as independent brokerages increasingly look to elevate their operations by introducing cutting-edge technology and a robust nationwide network to provide a higher level of service for their customers,” Fregenal said in a statement^[17].

Get Inman’s Mortgage Brief Newsletter delivered right to your inbox. A weekly roundup of all the biggest news in the world of mortgages and closings delivered every Wednesday. Click here to subscribe.^[18][19]

Email Matt Carter^[20]

References

1. ^{^} priced at $2 per share on Friday (www.globenewswire.com)
2. ^{^} Fathom’s share price (finance.yahoo.com)
3. ^{^} TAKE THE INMAN INTEL SURVEY FOR SEPTEMBER (www.research.net)
4. ^{^} terms as the public offering (www.sec.gov)
5. ^{^} March offering of 4.34 million shares (www.sec.gov)
6. ^{^} compliance warning from Nasdaq (www.inman.com)
7. ^{^} Source: Fathom Holdings earnings reports. (www.sec.gov)
8. ^{^} acquisition of My Home Group (www.inman.com)
9. ^{^} $3.6 million Q2 net loss (www.sec.gov)
10. ^{^} announcing Q2 earnings (www.sec.gov)
11. ^{^} new commission plan (www.inman.com)
12. ^{^} Encompass Lending Group (encompasslending.com)
13. ^{^} Cornerstone First Financial (www.cornerstonefirst.com)
14. ^{^} Verus Title (www.verustitle.com)
15. ^{^} intelliAgent software platform (fathomcareers.com)
16. ^{^} Fathom Realty Elite (www.myfathomelite.com)
17. ^{^} statement (www.prnewswire.com)
18. ^{^} Mortgage Brief Newsletter (www.inman.com)
19. ^{^} Click here to subscribe. (www.inman.com)
20. ^{^} Email Matt Carter (www.inman.com)