Fathom Holdings Inc.

Item 1.01 Entry into a Material Definitive Agreement. Second Omnibus Amendment to Senior Secured Convertible Promissory Notes As previously announced, on September 25, 2024, Fathom Holdings Inc. (the “Company”) issued those certain Senior Secured Convertible Promissory Notes (as amended by the Limited Waiver and Omnibus Amendment, dated as of May 29, 2026, the “Notes”) pursuant to that certain Securities Purchase Agreement, dated as of September 25, 2024 by and among the Company and two accredited investors (each a “Holder” and together, the “Holders”). The Company and the Holders entered into a Second Omnibus Amendment to Senior Secured Convertible Promissory Notes, dated as of October 1, 2026 (the “Second Amendment”). The Second Amendment provides for the following material terms: Maturity Date. The Maturity Date of the Notes was extended from October 1, 2026 to November 1, 2026. ──────────────────────────────────────────────────────────────────────────────────────────────────────── Conversion Price. The conversion price of the Notes changed from $4.25 per share of the Company’s common stock (the “Common Stock”) to $0.65 per share. Exchange Cap. The Company may not issue shares of Common Stock under the Notes if the issuance would exceed 19.99% of the Company’s issued and outstanding Common Stock as of October 1, 2026. Interest Rate Increase. The Notes were amended to increase the interest rate. From October 1, 2026 until all obligations under the Notes are paid in full, interest on the outstanding principal of each Note will accrue at 18% per annum. ─────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Asset Monetization Event; Required Payment Amounts. The Second Amendment sets out payment obligations for the Company tied to an Asset Monetization Event (as defined in the Second Amendment). In addition, the Company made customary representations and warranties to the Holders in the Second Amendment. Among other things, the Company represented that no Event of Default (as defined in the Notes) has occurred and is continuing. The Company also agreed to reimburse the Holders for all reasonable, documented out-of-pocket legal fees and expenses incurred in connection with the negotiation, preparation, execution and delivery of the Second Amendment, not to exceed $5,000 in the aggregate. Scott Flanders, the chairman of the Company’s Board of Directors, was a party to the Second Amendment as a Holder of one of the Notes. As required by the Company’s internal policies, this related-party transaction was approved by a majority of the independent, disinterested members of the Company’s Board of Directors.

Item 1.02 Termination of a Material Definitive Agreement. Termination Agreement As previously announced, on June 16, 2026, the Company entered into a Merger Agreement and Plan of Reorganization (the “Merger Agreement”) with Neighborhood Intelligence, Inc. (“NXH”, formerly known as Bed Bath & Beyond, Inc.) and Fathom Merger Sub, Inc., a wholly-owned subsidiary of NXH. The Merger Agreement provided, 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 NXH (the “Merger”). On October 5, 2026, the Company and NXH entered into that certain Termination Agreement, dated as of October 5, 2026 (the “Termination Agreement”), which terminates the Merger Agreement in accordance with its terms. Neither party will owe the Termination Fee (as defined in the Merger Agreement) in connection with the termination. The foregoing descriptions of the Second Amendment and the Termination Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Second Amendment and the Termination Agreement, copies of which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information included in Item 1.01 of this Current Report is incorporated by reference into this Item 2.03 of this Current Report to the extent required.

Item 8.01 Other Events. On October 5, 2026, the Company issued a press release announcing the termination of the Merger Agreement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.