Fathom Holdings Inc.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Interim Chief Executive Officer and our Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this report. In designing and evaluating our disclosure controls and procedures, management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Based on the evaluation of our Interim Chief Executive Officer and Chief Financial Officer, it was concluded that, as of June 30, 2026, our disclosure controls and procedures were effective at the reasonable assurance level in ensuring that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our management, including our principal executive and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Remediation of Previously Reported Material Weaknesses in Internal Control over Financial Reporting

As previously disclosed in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, management identified material weaknesses in internal control over financial reporting related to the Company's control environment, risk assessment, information and communication, and controls over the authorization, communication, and accounting for share-based compensation. These material weaknesses arose principally from deficiencies in executive governance and the authorization and communication of significant agreements.

During the quarter ended June 30, 2026, under the oversight of the Board of Directors, the Company completed its remediation efforts. The Company appointed new executive leadership, strengthened Board oversight of significant transactions, implemented formal policies and procedures governing the authorization, approval, execution, and communication of significant agreements and share-based compensation awards, enhanced its information and communication processes, reinforced its Code of Business Conduct and Ethics and related governance training, and implemented additional management review controls designed to verify the completeness, accuracy, and authorization of significant agreements and share-based compensation transactions.

Management evaluated the design and operating effectiveness of these controls and concluded that they have operated effectively for a sufficient period of time to provide reasonable assurance that material misstatements would be prevented or detected on a timely basis. Accordingly, management concluded that the material weaknesses previously reported in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 have been remediated as of June 30, 2026.

Changes in Internal Control Over Financial Reporting

Under the supervision and with the participation of our management, including our Interim Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during our most recently completed fiscal quarter.

We are in the process of implementing new accounting systems. We have updated and continue to update our processes related to internal control over financial reporting, as necessary, to accommodate applicable changes in our business processes resulting from the implementation of the new accounting systems.

There were no changes, other than described above, in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the period covered by this Quarterly Report on Form 10-Q that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.