Fathom Holdings Inc.
For the period ended Mar 31, 2026. Filed Jul 16, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed Jul 16, 2026
FTHM$0.15-2.6%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-12.
0001628280-25-051342
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-07-16.
0001628280-26-048455
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 118 previous paragraphs and 101 current paragraphs.
55 unchanged; 27 reworded; 14 added; 34 removed; 2 previous and 5 current paragraphs rearranged.
Tables are not compared: 7 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (14)
Current report
During the three months ended March 31, 2026, the Company implemented several leadership and growth initiatives to support agent productivity, expansion, and long-term operational performance.
Current report
Effective February 9, 2026, the Company appointed Lori Muller as President of Fathom Realty. Ms. Muller brings more than two decades of leadership experience in residential real estate, most recently serving as President of the U.S. Organization at EXIT Realty Corp. International, where she oversaw brokerage operations, agent growth, and strategic initiatives across a nationwide network of more than 25,000 agents.
Current report
On February 17, 2026, the Company appointed Stephanie Verderose as Vice President of Growth, a newly created role. Ms. Verderose reports directly to Ms. Muller and is responsible for leading initiatives focused on agent production, agent attraction and retention, and community development. Ms. Verderose is a seasoned real estate executive, speaker, and trainer, and a Senior Certified Coach with Workman Success Systems, bringing 39 years of industry experience.
Current report
On March 5, 2026, EXIT Homestead Realty Professionals joined Fathom Realty, adding more than 50 agents and expanding the Company’s presence in the South New Jersey market. This transition enhances the Company’s growing national network and provides the incoming agents with access to the Company’s proprietary intelliAgent platform, comprehensive training programs, and Fathom Elevate concierge offering.
Current report
On June 16, 2026, the Company entered into a Merger Agreement and Plan of Reorganization (the “Merger Agreement”) with Bed Bath & Beyond, Inc., a Delaware corporation (“BBBY”) and Fathom Merger Sub, Inc., a North Carolina corporation and a wholly-owned subsidiary of BBBY (“Merger Sub”). The Merger Agreement provides, among other things, that, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Company, with the Company surviving as a wholly-owned subsidiary of BBBY (the “Merger”).
Current report
As of March 31, 2026 and March 31, 2025, we had approximately 10,462 and 13,665 agents, respectively, representing decline of approximately 23.4%. The decrease in agent count during the period was primarily driven by a strategic review and rationalization of the Company’s agent base, including the removal of inactive and non-producing agents. Additionally, beginning in 2026, the Company transitioned from reporting agent licenses to reporting agent counts, which also contributes to the lower reported number and does not reflect a decline in underlying agent demand or engagement. As a result, the Company recast its agent count as of March 31, 2025 for comparative purposes.
Current report
Operating Expenses
Current report
Income Taxes
Current report
Operating Expenses
Current report
For the three months ended March 31, 2026, total technology and development expenses decreased by approximately $0.5 million, or 25.5%, as compared with the three months ended March 31, 2025. The decrease was primarily attributable to the Company’s divestiture of its LiveBy business in November 2025.
Current report
Income Taxes
Current report
Company’s ability to continue as a going concern for a period of at least one year from the date of the issuance of these condensed consolidated financial statements.
Current report
Our CODM makes operating decisions and assesses performance based on the services of identified operating segments and has identified three operating and reportable segments: Real Estate Brokerage; Mortgage; and Title. Through its Real Estate Brokerage segment, the Company provides real estate brokerage services. Through its Mortgage segment, the Company provides residential loan origination and underwriting services. Through its Title segment, the Company provides title insurance, escrow, and settlement services to facilitate residential real estate transactions. Beginning in the fourth quarter of 2025, the Company determined that its Title operations meet the quantitative thresholds under ASC Topic 280, Segment Reporting, to be presented as a reportable segment. Following the sale of LiveBy in November 2025, the Company no longer presents its Technology operations as a reportable segment, as these activities no longer meet the quantitative thresholds or aggregation criteria for separate disclosure and are now managed and evaluated together with the Company’s other operating segments. Prior period segment information has been recast to conform to the current period presentation to reflect this change in reportable segments.
Current report
The Company has updated its segment reporting to include compensation and commission expenses as separate line items for each reportable segment beginning in fiscal year 2024. Prior period segment disclosures have been reclassified to conform to the current period presentation.
Removed paragraphs (34)
Previous report
On March 10, 2025, the Company issued and sold shares of its common stock to certain investors and members of the Company’s Board in a registered direct offering (the "March 2025 Offering"). The cash proceeds to the Company from the issuance of the shares of common stock in the March 2025 Offering were $2.9 million after deducting the offering expenses.
Previous report
During the quarter ended March 31, 2025, the Company launched “Elevate,” a concierge-level service program designed to significantly enhance agent productivity and improve transaction efficiency. Elevate provides participating agents with dedicated lead generation support, transaction management, personalized coaching, comprehensive marketing packages, recruiting assistance, and priority customer service. This initiative is expected to increase agent retention, improve profitability per transaction, and bolster our overall market competitiveness.
Previous report
On September 22, 2025, the Company issued and sold shares of its common stock in a public offering (the "September 2025 Offering"). The cash proceeds to the Company from the issuance of the shares of common stock in the offering were $6.5 million after deducting the offering expenses.
Previous report
As of September 30, 2025 and September 30, 2024, we had approximately 15,371 and 12,383 agent licenses, respectively, representing growth of approximately 24.1%.
Previous report
The Company has determined that the main expenses regularly reviewed by the CODM in assessing segment performance are:
Previous report
Insurance Agency Service Revenues
Previous report
The revenue streams for the Company’s home and other insurance agency services business were primarily comprised of new and renewal commissions paid by insurance carriers. The transaction price was determined based on the estimated commissions to be received over the term of the policy, which were based on estimates of premiums placed, policy changes, and cancellations, net of constraints. Commissions were earned upon the effective date of the associated policies, which was the point at which control of the policy transferred to the client.
Previous report
The Company was also eligible for certain contingent commissions from insurers based on the attainment of specific metrics related to the underlying policies placed, such as volume growth and loss ratios. Revenue for contingent commissions was estimated based on historical and current evidence of achievement toward each insurer’s respective annual metrics and was recognized as the underlying policies contributing to those achievements were placed. Due to the uncertainty in the amount of contingent consideration, the Company constrained estimated revenue to an amount for which a significant negative adjustment was not probable. Contingent consideration was generally received in the first quarter of the subsequent year.
Previous report
The Company sold its home and other insurance agency services business on May 3, 2024.
Previous report
For the three months ended September 30, 2025, total technology and development expenses increased by approximately $0.1 million, or 6.8%, as compared with the three months ended September 30, 2024. The increase was primarily due to our ongoing investment in the intelliAgent platform and our LiveBy business.
Previous report
Comparison of the Nine Months Ended September 30, 2025 and 2024 (dollar amounts in thousands)
Previous report
Revenue
Previous report
For the nine months ended September 30, 2025, gross commission income increased by approximately $87.0 million, or 38.3%, as compared with the nine months ended September 30, 2024. This increase was primarily attributable to a 24.8% increase in transaction volume; 33,904 real estate transactions during the nine months ended September 30, 2025, compared to 27,171 transactions during the nine months ended September 30, 2024. Our transaction volume increased primarily due to the addition of My Home Group in November 2024. During the nine months ended September 30, 2025, average revenue per transaction was $9,263, a 10.8% increase compared to $8,357 during the nine months ended September 30, 2024, primarily attributable to a higher transaction value at My Home Group.
Previous report
For the nine months ended September 30, 2025, other service revenue decreased by approximately $0.6 million, or 3.5%, as compared with the nine months ended September 30, 2024. This decrease is primarily attributable to the reduction of insurance revenue as a result of the sale of our insurance business in May 2024, offset by an increase in mortgage and title service transaction volume, which were primarily attributable to organic growth and walkovers.
Previous report
For the nine months ended September 30, 2025, general and administrative expenses decreased by approximately $0.5 million, or 2.0%, as compared with the nine months ended September 30, 2024. The decrease was primarily due to a $4.1 million decrease in stock compensation expense partially offset by an increase in compensation expense related to the Company's investment in growth.
Previous report
For the nine months ended September 30, 2025, total marketing expenses decreased by approximately $0.1 million, or 3.7%, as compared with the nine months ended September 30, 2024. The decrease was primarily due to the Company's reduced reliance on external marketing agencies.
Previous report
For the nine months ended September 30, 2025, total technology and development expenses increased by approximately $0.7 million, or 15.4%, as compared with the nine months ended September 30, 2024. The increase was primarily due to our ongoing investment in the intelliAgent platform and our LiveBy business.
Previous report
For the nine months ended September 30, 2025, total litigation contingency expenses decreased by approximately$1.4 million or 41.5%, as compared with the nine months ended September 30, 2024. The decrease was due to reduced legal settlement fees being incurred in the current year, whereas the prior year included substantial legal costs associated with the NAR settlement and related activities.
Previous report
For the nine months ended September 30, 2025, depreciation and amortization expenses decreased by approximately $0.1 million, or 3.5%, as compared with the nine months ended September 30, 2024. The decrease was due to the absence of amortization related to our insurance business that we sold in May 2024.
Previous report
Gain on sale of business
Previous report
For the nine months ended September 30, 2025, the Company did not recognize any gain on sale of business, compared to a gain of $3.0 million recognized during the nine months ended September 30, 2024.
Previous report
Comparison of the Nine Months Ended September 30, 2025 and 2024 (dollar amounts in thousands)
Previous report
To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we use Adjusted EBITDA, a non-GAAP financial measure, to understand and evaluate our core operating performance. This non-GAAP financial measure, which may be different than similarly titled measures used by other companies, is presented to enhance investors’ overall understanding of our financial performance and should not be considered a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.
Previous report
We define the non-GAAP financial measure of Adjusted EBITDA as net income (loss), excluding other expense, income tax benefit, depreciation and amortization, stock-based compensation expense, other non-cash items and transaction costs.
Previous report
We believe that Adjusted EBITDA provides useful information about our financial performance, enhances the overall understanding of our past performance and future prospects, and allows for greater transparency with respect to a key metric used by our management for financial and operational decision-making. We believe that Adjusted EBITDA helps identify underlying trends in our business that otherwise could be masked by the effect of the expenses that we exclude in Adjusted EBITDA. In particular, we believe the exclusion of share-based compensation expense and transaction-related costs associated with our acquisition activity provides a useful supplemental measure in evaluating the performance of our operations and provides better transparency into our results of operations. Adjusted EBITDA also excludes other income and expense, net which primarily includes typically nonrecurring expense items, such as, professional fees related to investigating potential financing and acquisition opportunities, if applicable.
Previous report
We are presenting the non-GAAP measure of Adjusted EBITDA to assist investors in seeing our financial performance through the eyes of management, and because we believe this measure provides an additional tool for investors to use in comparing our core financial performance over multiple periods with other companies in our industry.
Previous report
Adjusted EBITDA should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. There are a number of limitations related to the use of Adjusted EBITDA compared to net income (loss), the closest comparable GAAP measure. Some of these limitations are that:
Previous report
•Adjusted EBITDA excludes stock-based compensation expense related to restricted stock awards, restricted stock units, and stock options, which have been, and will continue to be for the foreseeable future, significant recurring expenses in our business and an important part of our compensation strategy;
Previous report
•Adjusted EBITDA excludes transaction-related costs primarily consisting of professional fees and any other costs incurred directly related to acquisition activity, which is an ongoing part of our growth strategy and therefore likely to occur; and
Previous report
•Adjusted EBITDA excludes certain recurring, non-cash charges such as depreciation and amortization of property and equipment and capitalized software costs, however, the assets being depreciated and amortized may have to be replaced in the future.
Previous report
JOBS Act Transition Period
Previous report
In April 2012, the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) was enacted. Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933 (the “Securities Act”) for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have irrevocably elected to not avail ourselves of this extended transition period and, as a result, we will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies.
Previous report
Subject to certain conditions, as an emerging growth company, we may rely on certain other exemptions and reduced reporting requirements under the JOBS Act. Certain of these exemptions are, including without limitation, from the requirements of (i) providing an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; and (ii) complying with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements, known as the auditor discussion and analysis. We will remain an emerging growth company until the earlier to occur of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our IPO in 2020, (b) in which we have total annual gross revenues of at least $1.07 billion, or (c) in which we are deemed to be a “large accelerated filer” under the rules of the U.S. Securities and Exchange Commission, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. Our status as an emerging growth company ends as of December 31, 2025.
Previous report
The Company is also a smaller reporting company ("SRC") as of September 30, 2025. Under the terms of the JOBS Act, a SRC has public float of less than $250 million or has less than $100 million in annual revenue and no public float or public float less than $700 million. Being a SRC allows the Company to include less extensive narrative disclosure than required of other reporting companies, particularly concerning executive compensation. Being a SRC also only requires providing audited financial statements for two fiscal years, in contrast to non-SRCs, which must provide audited financial statements for three fiscal years.
Reworded paragraphs (27)
Previous wording
Fathom Holdings Inc. (the “Company”, “Our”, “We”), headquartered in Cary, North Carolina, is a national, technology-driven, end-to-end real estate services company integrating residential brokerage, mortgage, title, and software-as-a-service ("SaaS") offerings for brokerages and agents. The Company’s brands include Fathom Realty, Encompass Lending, intelliAgent, LiveBy, Real Results, Verus Title and Cornerstone. Our primary operation, Fathom Realty (as defined below), operates as a real estate brokerage company, working with real estate agents to help individuals purchase and sell residential and commercial properties, primarily in the South, Atlantic, Southwest, and Western parts of the United States, with the intention of expanding into all states.
Current wording
Fathom Holdings Inc. (the “Company”, “Our”, “We”), headquartered in Cary, North Carolina, is a national, technology-driven, end-to-end real estate services company integrating residential brokerage, mortgage, title, and software-as-a-service ("SaaS") offerings for brokerages and agents. The Company’s brands include Fathom Realty, Encompass Lending, intelliAgent, Real Results, MHG and Verus Title. Our primary operation, Fathom Realty (as defined below), operates as a real estate brokerage company, working with real estate agents to help individuals purchase and sell residential and commercial properties, primarily in the South, Atlantic, Southwest, and Western parts of the United States, with the intention of expanding into all states.
Previous wording
Our CODM makes operating decisions and assesses performance based on the services of identified operating segments and has identified three operating and reportable segments: (i) Real Estate Brokerage; (ii) Mortgage; and (iii) Technology. Through its Real Estate Brokerage segment, the Company provides real estate brokerage services. Through its Mortgage segment, the Company provides residential loan origination and underwriting services. Through its Technology segment, the Company provides SaaS solutions and data mining for third party customers and continues to develop its intelliAgent platform for current use by the Company’s real estate agents.
Current wording
Our CODM makes operating decisions and assesses performance based on the services of identified operating segments and has identified three operating and reportable segments: Real Estate Brokerage; Mortgage; and Title. Through its Real Estate Brokerage segment, the Company provides real estate brokerage services. Through its Mortgage segment, the Company provides residential loan origination and underwriting services. Through its Title segment, the Company provides title insurance, escrow, and settlement services to facilitate residential real estate transactions. Beginning in the fourth quarter of 2025, the Company determined that its Title operations meet the quantitative thresholds under ASC Topic 280, Segment Reporting, to be presented as a reportable segment. Following the sale of LiveBy in November 2025, the Company no longer presents its Technology operations as a reportable segment, as these activities no longer meet the quantitative thresholds or aggregation criteria for separate disclosure and are now managed and evaluated together with the Company’s other operating segments. Prior period segment information has been recast to conform to the current period presentation to reflect this change in reportable segments.
Previous wording
The CODM reviews revenue and Adjusted EBITDA to evaluate financial performance of the reportable segments and to allocate resources. Adjusted EBITDA represents the revenues of the operating segment less operating expenses directly attributable to the respective operating segment. Adjusted EBITDA is defined by us as net income (loss), excluding other income and expense, costs related to acquisitions, income taxes, depreciation and amortization, and share-based compensation expense. In particular, the Company believes excluding of non-cash share-based compensation expense related to restricted stock awards and stock options and transaction-related costs provides a useful supplemental measure to evaluate the performance of our operations and provides better transparency into our results of operations. The Company’s presentation of Adjusted EBITDA might not be comparable to similar measures used by other companies.
Current wording
The CODM reviews revenue and Adjusted EBITDA to evaluate financial performance of the reportable segments and to allocate resources. Adjusted EBITDA represents the revenues of the operating segment less operating expenses directly attributable to the respective operating segment. Adjusted EBITDA is defined by us as net income (loss), excluding: (i) other income and expense, (ii) costs related to acquisitions, (iii) income taxes, (iv) depreciation and amortization, and (v) share-based compensation expense. In particular, the Company believes the exclusion of non-cash share-based compensation expense related to restricted stock awards and stock options and transaction-related costs provides a useful supplemental measure in evaluating the performance of our operations and provides better transparency into our results of operations. The Company’s presentation of Adjusted EBITDA might not be comparable to similar measures used by other companies.
Previous wording
•Commission Expense – Includes commissions and related agent payments incurred in connection with revenue-generating transactions, across the Real Estate Brokerage, Mortgage, Technology, and Corporate and Other Services functions.
Current wording
•Commission Expense – Includes commissions and related agent payments incurred in connection with revenue-generating transactions, across the Real Estate Brokerage, Mortgage, Title, and Corporate and Other Services functions.
Previous wording
These expenses are presented within the segment disclosures below as they represent the most significant cost drivers impacting the Company’s operating segments and are used by management to evaluate performance, allocate resources, and assess operating efficiency.
Current wording
These expenses are presented within the segment disclosures below as they represent the most significant cost drivers impacting the Company’s operating segments and are used by management in evaluating performance, allocating resources, and assessing operating efficiency.
Previous wording
The Company does not allocate assets to its operating segments as they are not included in the review performed by the CODM for purposes of assessing segment performance and allocating resources. The balance sheet is managed on a consolidated basis and is not used in the context of segment reporting. See "NON-GAAP FINANCIAL MEASURE" below for more information.
Current wording
The Company does not allocate assets to its operating segments as they are not included in the review performed by the CODM for purposes of assessing segment performance and allocating resources. The balance sheet is managed on a consolidated basis and is not used in the context of segment reporting.
Previous wording
The Company generates revenue from subscription and services related to the use of the LiveBy platform. The SaaS contracts are generally annual contracts paid monthly in advance of service and cancellable upon 30 days’ notice after the first year. The Company’s subscription arrangements do not provide customers with the right to take possession of the software supporting the platform. Subscription revenue, which includes support, is recognized on a straight-line basis over the non-cancellable contractual term of the arrangement, generally beginning on the date that the Company’s service is made available to the customer and is recorded as other service revenue in the statement of operations.
Current wording
The Company generated revenue from subscription and services related to the use of the LiveBy platform. The SaaS contracts are generally annual contracts paid monthly in advance of service and cancellable upon 30 days’ notice after the first year. The Company’s subscription arrangements do not provide customers with the right to take possession of the software supporting the platform. Subscription revenue, which includes support, is recognized on a straight-line basis over the non-cancellable contractual term of the arrangement, generally beginning on the date that the Company’s service is made available to the customer and is recorded as other service revenue in the statement of operations. The Company sold LiveBy in November 2025.
Previous wording
For the three months ended September 30, 2025, gross commission income increased by approximately $30.7 million, or 39.0%, as compared with the three months ended September 30, 2024. This increase was primarily attributable to a 23.0% increase in transaction volume, with 11,479 real estate transactions during the three months ended September 30, 2025, compared to 9,331 transactions during the three months ended September 30, 2024. Our transaction volume increased primarily due to the addition of My Home Group in November 2024. During the three months ended September 30, 2025, average revenue per transaction was $9,514, a 13.0% increase compared to $8,420 during the three months ended September 30, 2024, primarily attributable to a higher transaction value at My Home Group.
Current wording
For the three months ended March 31, 2026, gross commission income decreased by approximately $7.5 million, or 8.5%, as compared with the three months ended March 31, 2025. This decrease was primarily attributable to a 12.0% decrease in transaction volume, with 8,550 real estate transactions during the three months ended March 31, 2026, compared to 9,715 transactions during the three months ended March 31, 2025. According to the NAR, total existing home sales declined 8.4% in January, and were 4.4% lower compared to the prior year period. While activity showed modest improvement in February and March, the increase was not sufficient to offset the earlier declines, resulting in overall lower transaction volumes during the period. During the three months ended March 31, 2026, average revenue per transaction was $9,513, a 4.0% increase compared to $9,148 during the three months ended March 31, 2025, primarily attributable to higher transaction volumes generated through the Fathom Elevate plan.
Previous wording
For the three months ended September 30, 2025, other service revenue increased by approximately $0.9 million, or 18.0%, as compared with the three months ended September 30, 2024. This increase is primarily attributable to an increase in title service transaction volume, which was primarily attributable to organic growth and walkovers.
Current wording
For the three months ended March 31, 2026, other service revenue increased by approximately $0.8 million, or 18.8%, as compared with the three months ended March 31, 2025. This increase was primarily attributable to growth in title service transaction volume, reflecting organic expansion, increased walkover activity, and continued growth in the Company’s mortgage business.
Previous wording
For the three months ended September 30, 2025, commission and service costs increased by approximately $28.9 million, or 37.6%, as compared with the three months ended September 30, 2024. Commission and service costs primarily includes costs related to agent commissions, net of fees paid to us by our agents. These costs generally correlate with recognized revenues. As such, the increase in commission and service costs compared to the same period in 2024 was primarily attributable to an increase in agent commissions.
Current wording
For the three months ended March 31, 2026, commission and service costs decreased by approximately $5.2 million, or 6.2%, as compared with the three months ended March 31, 2025. Commission and service costs primarily includes costs related to agent commissions, net of fees paid to us by our agents. These costs generally correlate with recognized revenues. As such, the decrease in commission and service costs compared to the same period in 2025 was primarily attributable to a decrease in agent commissions.
Previous wording
For the three months ended September 30, 2025, general and administrative expenses increased by approximately $0.2 million, or 2.4%, as compared with the three months ended September 30, 2024. The increase was primarily due to an increase in compensation expense related to the Company's investment in growth.
Current wording
For the three months ended March 31, 2026, general and administrative expenses increased by approximately $2.2 million, or 25.7%, as compared with the three months ended March 31, 2025. The increase was primarily attributable to higher bad debt expense associated with agent fees.
Previous wording
For the three months ended September 30, 2025, total marketing expenses decreased by approximately $0.4 million, or 28.1%, as compared with the three months ended September 30, 2024. The decrease was primarily due to lower marketing personnel costs following organizational efficiency initiatives.
Current wording
For the three months ended March 31, 2026, total marketing expenses decreased by approximately $0.1 million, or 3.7%, as compared with the three months ended March 31, 2025. The decrease was primarily due to lower marketing personnel costs following organizational efficiency initiatives.
Previous wording
For the three months ended September 30, 2025, total litigation contingency expenses decreased by approximately$1.1 million, or 35.5%, as compared with the three months ended September 30, 2024. The decrease was due to fewer legal settlement fees being incurred in the current year, compared to the substantial legal costs associated with the NAR settlement and related activities incurred during 2024.
Current wording
For the three months ended March 31, 2026, total litigation contingency expenses increased by approximately$2.0 thousand, or 50.0%, as compared with the three months ended March 31, 2025. The increase was due to higher legal settlement fees being incurred in the current year.
Previous wording
For the three months ended September 30, 2025, depreciation and amortization expenses increased by approximately $0.1 million, or 23.8%, as compared with the three months ended September 30, 2024. The increase was mainly due to capitalized software development cost placed into service.
Current wording
For the three months ended March 31, 2026, depreciation and amortization expenses increased by approximately $5.0 thousand, or 0.9%, as compared with the three months ended March 31, 2025. The increase was mainly due to capitalized software development cost placed into service.
Previous wording
The Company recorded income tax (benefit) expense of approximately $0.02 million for each of the three months ended September 30, 2025 and 2024. This tax expense is primarily the result of current state income tax liabilities and deferred tax expense related to deferred tax liabilities that cannot be fully offset by deferred tax assets.
Current wording
The Company recorded income tax expense of approximately $0.02 million for each of the three months ended March 31, 2026 and 2025. This tax expense is primarily the result of current state income tax liabilities and deferred tax expense related to deferred tax liabilities that cannot be fully offset by deferred tax assets.
Previous wording
To date, our principal sources of liquidity have been the net proceeds we received through public offerings and private sales of our common stock, the sale of one of our businesses, as well as proceeds from loans. As of September 30, 2025, our cash and cash equivalents (including restricted cash) totaled approximately $9.9 million, which represented an increase of approximately $2.5 million compared to December 31, 2024. As of September 30, 2025, we had net working capital of approximately $10.9 million, which represented an increase of $5.3 million compared to December 31, 2024. As noted above, in May 2024 we sold our wholly-owned subsidiary Dagley Insurance Agency for approximately $15.0 million in cash, $7.4 million of which we received at closing. The Company received $4.0 million during the first nine months of 2025 related to the sale of its insurance business, which was completed in May 2024. The Company expects to receive the remaining $3.0 million in May 2026. On April 7, 2025, the Company repaid its $3.5 million convertible note (the “2023 Note”) in full. In March 2025, the Company completed a public offering of common stock (the "March 2025 Offering"), which resulted in the issuance and sale by the Company of 3,505,364 shares of common stock at an offering price of $0.68 per share and 832,639 shares of common stock at an offering price of $0.72 per share, generating gross proceeds of $3.0 million, of which the Company received total net proceeds of $2.9 million, after deducting underwriting discounts and other offering costs. In September 2025, the Company completed a public offering of common stock (the "September 2025 Offering"), which resulted in the issuance and sale by the Company of 3,450,000 shares of common stock at an offering price of $2.00 per share, generating gross proceeds of $6.9 million, of which the Company received total net proceeds of $6.5 million, after deducting underwriting discounts and other offering costs.
Current wording
To date, our principal sources of liquidity have been the net proceeds we received through public offerings and private sales of our common stock, the sale of one of our businesses, as well as proceeds from loans. As of March 31, 2026, our cash and cash equivalents (including restricted cash) totaled approximately $4.5 million, which represented a decrease of approximately $1.4 million compared to December 31, 2025. As of March 31, 2026, we had negative net working capital of approximately $3.0 million, which represented a decrease of $5.0 million compared to December 31, 2025. As noted above, in May 2024 we sold our wholly-owned subsidiary Dagley Insurance Agency for approximately $15.0 million in cash, $7.4 million of which we received at closing. The Company received $4.0 million during 2025. Of the balance the Company is owed related to the sale of its insurance business, the Company received $2.0 million in the first seven months of 2026 and expects to receive the remaining $1.0 million in September 2026. On April 7, 2025, the Company repaid its $3.5 million convertible note (the “2023 Note”) in full. In March 2025, the Company completed a public offering of common stock (the "March 2025 Offering"), which resulted in the issuance and sale by the Company of 3,505,364 shares of common stock at an offering price of $0.68 per share and 832,639 shares of common stock at an offering price of $0.72 per share, generating gross proceeds of $3.0 million, of which the Company received total net proceeds of $2.9 million, after deducting underwriting discounts and other offering costs. In September 2025, the Company completed a public offering of common stock (the "September 2025 Offering"), which resulted in the issuance and sale by the Company of 3,450,000 shares of common stock at an offering price of $2.00 per share, generating gross proceeds of $6.9 million, of which the Company received total net proceeds of $6.5 million, after deducting underwriting discounts and other offering costs. The Company received $3.0 million in November 2025 related to the sale of its LiveBy business. In March 2026, the Company received $2.0 million in proceeds from a subordinated secured promissory note maturing in April 2027. The Company has short-term obligations totaling $8.7 million, consisting of a $5.0 million promissory note due in October 2026 and $3.7 million in liabilities related to legal settlements. In September 2024, the Company completed a private placement of senior secured convertible promissory notes with an aggregate principal amount of $5.0 million (the “2024 Notes”). The 2024 Notes were issued to an existing shareholder who beneficially owned more than 5% of the Company’s common stock and to the Chairman of the Company’s Board of Directors (the “2024 Offering”). The 2024 Notes mature in October 2026. In March 2026, the Company entered into a subordinated secured promissory note in the original principal amount of $2.0 million (the “Bridge Note”), wh…
Excerpt shortened here; the source contains the full paragraph.
Previous wording
We anticipate that our existing balances of cash and cash equivalents and future expected cash flows generated from our operations and from the sale of our insurance business will be sufficient to satisfy our operating requirements for at least the next twelve months from the date of the issuance of these unaudited interim consolidated financial statements.
Current wording
We anticipate that our existing balances of cash and cash equivalents and future expected cash flows generated from our operations, from the sale of our insurance business, and committed financial support will be sufficient to satisfy our operating requirements for at least the next twelve months from the date of the issuance of these unaudited interim condensed consolidated financial statements.
Previous wording
Our future capital requirements depend on many factors, including any future acquisitions, our level of investment in technology, and our rate of growth into new markets. Our capital requirements might also be affected by factors which we cannot control such as the residential real estate market, litigation, interest rates, and other monetary and fiscal policy changes, any of which could adversely affect the manner in which we currently operate. Additionally, as the impact of national and other world events, such as the crises in Ukraine and in the Middle East, on the economy and our operations evolves, we will continuously assess our liquidity needs. In the event of a sustained market deterioration, we may need or seek advantageously to obtain additional funding through equity or debt financing, which might not be available on favorable terms or at all and could hinder our business and dilute our existing shareholders.
Current wording
Our future capital requirements depend on many factors, including any future acquisitions, our level of investment in technology, and our rate of growth into new markets. Our capital requirements might also be affected by factors which we cannot control such as the residential real estate market, interest rates, and other monetary and fiscal policy changes, any of which could adversely affect the manner in which we currently operate. Additionally, we will continuously assess our liquidity needs as other world events, such as the ongoing conflict in Ukraine and in the Middle East, may impact the economy and our operations in new ways. In the event of a sustained market deterioration, we may need or seek advantageously to obtain additional funding through equity or debt financing, which might not be available on favorable terms or at all and could hinder our business and dilute our existing shareholders.
Previous wording
Net cash used in operating activities for the nine months ended September 30, 2025 consisted of a net loss of $13.6 million, non-cash charges of $8.5 million, including $3.0 million of stock-based compensation expense and $4.4 million of depreciation and amortization, partially offset by $5.4 million in gains on the sales of mortgages. Changes in assets and liabilities were primarily driven by $184.2 million in mortgage loan originations, partially offset by $185.3 million in proceeds from the sales and principal payments on mortgage loans held for sale. Accounts receivables increased $5.0 million, partially offset by a $4.6 million increase in accounts payable, primarily due timing difference for agent payments resulting from increased transaction volume and related revenue growth.
Current wording
Net cash used in operating activities for the three months ended March 31, 2026 consisted of a net loss of $8.2 million, non-cash charges of $3.3 million, including $0.6 million of stock-based compensation expense, $1.4 million of depreciation and amortization and $2.6 million of provision for credit losses, partially offset by $1.6 million in gains on the sales of mortgages. Changes in assets and liabilities were primarily driven by $62.2 million in mortgage loan originations, partially offset by $66.4 million in proceeds from the sales and principal payments on mortgage loans held for sale. Accounts receivables increased $1.7 million, partially offset by a $2.0 million increase in accounts payable, primarily due timing difference for agent payments resulting from increased transaction volume and related revenue growth.
Previous wording
Net cash used in operating activities for the nine months ended September 30, 2024 consisted of a net loss of $15.3 million, a gain on sale of a business of $2.9 million, non-cash charges of $7.5 million, including $7.1 million of stock-based compensation expense and $4.0 million of depreciation and amortization, partially offset by $5.0 million in gains on the sales of mortgages. Changes in assets and liabilities were primarily driven by $192.2 million in mortgage loan originations; partially offset by $196.8 million in proceeds from the sales and principal payments on mortgage loans held for sale, and a $1.7 million increase in prepaid and other current assets as well as an aggregate increase of $3.1 million in accounts payable and accrued other current liabilities.
Current wording
Net cash used in operating activities for the three months ended March 31, 2025 consisted of a net loss of $5.6 million, non-cash charges of $1.8 million, including $1.5 million of stock-based compensation expense and $1.4 million of depreciation and amortization, partially offset by $1.5 million in gains on the sales of mortgages. Changes in assets and liabilities were primarily driven by $54.7 million in mortgage loan originations, partially offset by $51.4 million in proceeds from the sales and principal payments on mortgage loans held for sale.
Previous wording
Net cash provided by investing activities for the nine months ended September 30, 2025 primarily consisted of proceeds from the sale of Dagley Insurance Agency completed in May 2024 of $4.0 million, partially offset by the purchases of intangible assets related to technology development of $2.1 million.
Current wording
Net cash used in investing activities for the three months ended March 31, 2026 primarily consisted of $0.5 million for purchases of intangible assets related to technology development.
Previous wording
Net cash provided by investing activities for the nine months ended September 30, 2024 primarily consisted of proceeds from the sale of Dagley Insurance Agency of $7.8 million, partially offset by the purchases of intangible assets related to technology development of $2.2 million.
Current wording
Net cash used in investing activities for the three months ended March 31, 2025 primarily consisted of $0.7 million for purchases of intangible assets related to technology development.
Previous wording
Net cash used in financing activities for the nine months ended September 30, 2024 consisted primarily of the $4.9 million in the net proceeds from notes.
Current wording
Net cash used in financing activities for the three months ended March 31, 2026 was primarily driven by a net decrease of approximately $2.5 million in warehouse lines of credit, partially offset by $2.0 million in proceeds from the Bridge Note.
Previous wording
Net cash provided in financing activities for the nine months ended September 30, 2025 consisted primarily of the $9.5 million in proceeds from the issuance of common stock in connection with a public offering and the change of $4.4 million on our warehouse lines of credit, and the repayment of a $3.5 million convertible note.
Current wording
Net cash provided by financing activities for the three months ended March 31, 2025 consisted primarily of the $3.0 million in proceeds from the issuance of common stock in connection with a public offering and the change of $4.7 million on our warehouse lines of credit.
Previous wording
•Compensation Expense – Includes salaries and wages for personnel across the Real Estate Brokerage, Mortgage, Technology, and Corporate and Other Services functions.
Current wording
•Commission Expense – Includes commissions and related agent payments incurred in connection with revenue-generating transactions, across the Real Estate Brokerage, Mortgage, Title, and Corporate and Other Services functions.
Previous wording
The preparation of financial statements and related disclosures in conformity with GAAP and the Company’s discussion and analysis of its financial condition and operating results require the Company’s management to make judgments, assumptions and estimates that affect the amounts reported. Our Annual Report on Form 10-K for the year ended December 31, 2024 contains a discussion of our critical accounting estimates in the Management's Discussion and Analysis of Financial Condition and Results of Operations section. There have been no material changes to these estimates during the nine months ended September 30, 2025.
Current wording
The preparation of financial statements and related disclosures in conformity with GAAP and the Company’s discussion and analysis of its financial condition and operating results require the Company’s management to make judgments, assumptions and estimates that affect the amounts reported. Our Annual Report on Form 10-K for the year ended December 31, 2025 contains a discussion of our critical accounting estimates in the Management's Discussion and Analysis of Financial Condition and Results of Operations section. There have been no material changes to these estimates during the three months ended March 31, 2026.
Previous wording
For information on recent accounting standards, see Note 3 to our consolidated financial statements above.
Current wording
For information on recent accounting standards, see Note 3 to our condensed consolidated financial statements above.
Rearranged current paragraphs (5)
Current report — wording carried from elsewhere
Comparison of the Three Months Ended March 31, 2026 and 2025 (dollar amounts in thousands)
Current report — wording carried from elsewhere
The Company's Chief Operating Decision Maker ("CODM") is its Chief Executive Officer (CEO), who is responsible for evaluating the performance of the Company's operating segments and allocating resources. The Company identifies an operating segment as a component: (i) that engages in business activities from which it may earn revenues and incur expenses; (ii) that has available discrete financial information; and (iii) whose operating results are regularly reviewed by the CODM. The Company does not conduct business outside of the United States and no single customer accounts for more than 10% of total revenue in any reporting period.
Current report — wording carried from elsewhere
The CODM reviews revenue and Adjusted EBITDA to evaluate financial performance of the reportable segments and to allocate resources. Adjusted EBITDA represents the revenues of the operating segment less operating expenses directly attributable to the respective operating segment. Adjusted EBITDA is defined by us as net income (loss), excluding: (i) other income and expense, (ii) costs related to acquisitions, (iii) income taxes, (iv) depreciation and amortization, and (v) share-based compensation expense. In particular, the Company believes the exclusion of non-cash share-based compensation expense related to restricted stock awards and stock options and transaction-related costs provides a useful supplemental measure in evaluating the performance of our operations and provides better transparency into our results of operations. The Company’s presentation of Adjusted EBITDA might not be comparable to similar measures used by other companies.
Current report — wording carried from elsewhere
These expenses are presented within the segment disclosures below as they represent the most significant cost drivers impacting the Company’s operating segments and are used by management in evaluating performance, allocating resources, and assessing operating efficiency.
Current report — wording carried from elsewhere
The Company does not allocate assets to its operating segments as they are not included in the review performed by the CODM for purposes of assessing segment performance and allocating resources. The balance sheet is managed on a consolidated basis and is not used in the context of segment reporting.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
For the nine months ended September 30, 2025, commission and service costs increased by approximately $81.3 million, or 36.7%, as compared with the nine months ended September 30, 2024. Commission and service costs primarily includes costs related to agent commissions, net of fees paid to us by our agents. These costs generally correlate with recognized revenues. As such, the increase in commission and service costs compared to the same period in 2024 was primarily attributable to an increase in agent commissions.
Previous report — wording carried elsewhere
The Company recorded income tax expense of approximately $0.10 million and $0.03 million for the nine months ended September 30, 2025 and 2024, respectively. This tax expense is primarily the result of current state income tax liabilities and deferred tax expense related to deferred tax liabilities that cannot be fully offset by deferred tax assets.