Fathom Holdings Inc.

For more information regarding risk factors that could affect our results of operations, financial condition, and liquidity, see the risk factors previously disclosed in our most recent Annual Report on Form 10-K, as filed with the SEC on March 30, 2026 and amended on April 30, 2026, and in our most recent Quarterly Report on Form 10-Q, as filed with the SEC on July 16, 2026. The risks described in our Annual Report are not the only risks facing the Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, or future results of operations and the trading price of our common stock.

The following risk factor supplements the risk factors previously disclosed in the Form 10-K and reflect material developments during the quarter ended June 30, 2026:

We have experienced defaults under our convertible notes and our liquidity depends in part on continued financial support from BBBY.

The Company’s failure to timely file its Form 10-Q for the fiscal quarter ended March 31, 2026 constituted an Event of Default under the 2024 Notes and a breach of the Securities Purchase Agreement. Although the Holders agreed to waive these defaults through October 1, 2026 pursuant to the Waiver entered into on May 29, 2026, there can be no assurance that the Waiver will be extended beyond its current expiration date. In addition, the Company is dependent upon committed financial support from BBBY to mitigate conditions that raised substantial doubt about the Company’s ability to continue as a going concern. If the merger with BBBY is not consummated or BBBY’s financial support is not sustained, the Company might not have sufficient liquidity to meet its obligations. See Note 2 and Note 8 to the condensed consolidated financial statements for additional information.