{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-24-059148","form_type":"8-K","ticker":"FTHM","cik":"0001753162","company_name":"Fathom Holdings Inc.","filed_at":"2024-05-09T23:59:59+00:00","discovered_at":"2026-05-14T18:03:19.894914+00:00","generated_at":"2026-06-02T06:34:05.275443+00:00","sec_items":["1.01","2.01","8.01","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":0.7,"calibrated_materiality_score":0.7,"confidence":"high","headline":"Fathom divests Dagley Insurance to founder for $15M; $8M at close, $7M deferred","bullets":["Total consideration $15M cash: $8M at closing, $4M in 1 year, $3M in 2 years.","Proceeds used to strengthen financial position and support growth initiatives.","Dagley Insurance will continue serving Fathom Realty agents; no operational change.","Transaction closed May 3, 2024; DIA operates in 47 states + DC.","Pro forma 2023 net loss improves by ~$2.4M (gain on disposition) to $21.7M."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-24-059148","json":"https://secwatch.observer/filing/0001104659-24-059148.json","markdown":"https://secwatch.observer/filing/0001104659-24-059148.md","text":"https://secwatch.observer/filing/0001104659-24-059148.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1753162/000110465924059148/0001104659-24-059148-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1753162/000110465924059148/tm2413420d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-02T06:34:05.275443+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"4331a74f50e4e68eacbaed95befcdc7aeefd5e27","claim":"Fathom Holdings Inc. completed a disposition involving D6 Holdings, LLC for $15 million in cash (closed 2024-05-03).","evidence_excerpt":"47 states and the District of Columbia. The transaction closed on May 3, 2024. The consideration to be paid by the Purchaser to the Seller in connection with the Transaction is $15 million in cash, subject to certain purchase price adjustments, consisting of (i) $8 million in cash paid at closing, (ii) $4 million in cash paid on the first anniversary of the closing","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1753162/000110465924059148/0001104659-24-059148-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"disposition"},{"label":"Counterparty","value":"D6 Holdings, LLC"},{"label":"Consideration","value":"$15 million in cash"},{"label":"Closing","value":"2024-05-03"}]},{"claim_id":"cabfa5ca544f604e51f9e7f278f7acb4dc1df309","claim":"Fathom Holdings Inc. entered into Equity Purchase Agreement with D6 Holdings, LLC valued at $15 million in cash (effective 2024-05-03).","evidence_excerpt":"On May 3, 2024, E4:9 Holdings, Inc. (the “Seller”), a wholly-owned subsidiary of Fathom Holdings Inc. (“Fathom”), entered into an Equity Purchase Agreement (the “Purchase Agreement”) with Dagley Insurance Agency, LLC, a wholly-owned operating subsidiary of the Seller (“DIA”), D6 Holdings, LLC, (the “Purchaser”), and Nathan Dagley, owner of Purchaser and founder and president of DIA.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1753162/000110465924059148/0001104659-24-059148-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"equity purchase"},{"label":"Counterparty","value":"D6 Holdings, LLC"},{"label":"Value","value":"$15 million in cash"},{"label":"Effective","value":"2024-05-03"}]}],"comparable_filings":[{"accession":"0001158172-26-000042","ticker":"SCOR","company_name":"COMSCORE, INC.","filed_at":"2026-06-02T21:12:38+00:00","headline":"comScore sells Movies Business for $70M cash to Advaya Capital affiliate; repays $40.1M debt","event_type":"m_and_a","sec_items":["1.01","1.02","2.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: ma_transaction, material_agreement","same SEC item: 1.01, 2.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001158172-26-000042","json":"https://secwatch.observer/filing/0001158172-26-000042.json","markdown":"https://secwatch.observer/filing/0001158172-26-000042.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1158172/000115817226000042/0001158172-26-000042-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1158172/000115817226000042/scor-20260527.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"47 states and the\nDistrict of Columbia. The transaction closed on May 3, 2024. The consideration to be paid by the Purchaser\nto the Seller in connection with the Transaction is $15 million in cash, subject to certain purchase price adjustments, consisting of\n(i) $8 million in cash paid at closing, (ii) $4 million in cash paid on the first anniversary of the closing","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1753162/000110465924059148/0001104659-24-059148-index.htm","comparable_excerpt":"the Company sold its box office measurement, reporting and analytics business and its Hollywood Software business (collectively, the \"Movies Business\"), including 100% of the interests of Rentrak, LLC (\"Rentrak\"), an Oregon limited liability company and wholly owned subsidiary of the Company, to the Purchaser for an aggregate base purchase price of $70.0 million in cash, subject to customary adjustments and other terms as more fully set forth in the Purchase Agreement (the \"Transaction\"). The Transaction was completed simultaneously with the signing of the Purchase Agreement on May 27, 2026 (the \"Closing Date\").","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1158172/000115817226000042/0001158172-26-000042-index.htm"}},{"accession":"0001193125-26-252459","ticker":"ARXS","company_name":"Arxis, Inc.","filed_at":"2026-06-02T11:00:16+00:00","headline":"Arxis agrees to acquire Omnetics in ~$770M all-stock deal; closes MagCanica acquisition","event_type":"m_and_a","sec_items":["1.01","8.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 8.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-252459","json":"https://secwatch.observer/filing/0001193125-26-252459.json","markdown":"https://secwatch.observer/filing/0001193125-26-252459.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2093536/000119312526252459/0001193125-26-252459-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2093536/000119312526252459/arxs-20260529.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On May 3, 2024, E4:9 Holdings, Inc. (the “Seller”), a wholly-owned subsidiary of Fathom Holdings Inc. (“Fathom”), entered into an Equity Purchase Agreement (the “Purchase Agreement”) with Dagley Insurance Agency, LLC, a wholly-owned operating subsidiary of the Seller (“DIA”), D6 Holdings, LLC, (the “Purchaser”), and Nathan Dagley, owner of Purchaser and founder and president of DIA.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1753162/000110465924059148/0001104659-24-059148-index.htm","comparable_excerpt":"On May 29, 2026, Arxis, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Orion Merger Sub, Inc., a Minnesota corporation and a wholly owned subsidiary of Arxis (the “Merger Sub”), Omnetics Connector Corporation, a Minnesota corporation (“Omnetics”), and Gary Jacobs, President of Omnetics, in his capacity as shareholder representative (the “Shareholder Representative”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2093536/000119312526252459/0001193125-26-252459-index.htm"}},{"accession":"0001213900-26-063775","ticker":"ESAB","company_name":"ESAB Corp","filed_at":"2026-06-02T10:41:21+00:00","headline":"ESAB completes $1.45B acquisition of Eddyfi Technologies","event_type":"m_and_a","sec_items":["2.01","3.02","5.03","3.03","7.01","8.01","9.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 8.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-063775","json":"https://secwatch.observer/filing/0001213900-26-063775.json","markdown":"https://secwatch.observer/filing/0001213900-26-063775.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1877322/000121390026063775/0001213900-26-063775-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1877322/000121390026063775/ea0292710-8k_esab.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"47 states and the\nDistrict of Columbia. The transaction closed on May 3, 2024. The consideration to be paid by the Purchaser\nto the Seller in connection with the Transaction is $15 million in cash, subject to certain purchase price adjustments, consisting of\n(i) $8 million in cash paid at closing, (ii) $4 million in cash paid on the first anniversary of the closing","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1753162/000110465924059148/0001104659-24-059148-index.htm","comparable_excerpt":"Québec and a wholly owned indirect subsidiary of the Company (the “ Purchaser ”), acquired\nall of the issued and outstanding shares of Eddyfi from the vendors for cash equal to $1.45 billion, subject to customary purchase price\nadjustments set forth in the Purchase Agreement relating to cash, indebtedness, transaction expenses, and net working capital of Eddyfi,\nits","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1877322/000121390026063775/0001213900-26-063775-index.htm"}},{"accession":"0001773751-26-000091","ticker":"HIMS","company_name":"Hims & Hers Health, Inc.","filed_at":"2026-06-02T10:02:26+00:00","headline":"Hims & Hers completes acquisition of Eucalyptus; reaffirms 2030 targets of $6.5B revenue","event_type":"m_and_a","sec_items":["1.01","2.03","8.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 8.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001773751-26-000091","json":"https://secwatch.observer/filing/0001773751-26-000091.json","markdown":"https://secwatch.observer/filing/0001773751-26-000091.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1773751/000177375126000091/0001773751-26-000091-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1773751/000177375126000091/hims-20260529.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On May 3, 2024, E4:9 Holdings, Inc. (the “Seller”), a wholly-owned subsidiary of Fathom Holdings Inc. (“Fathom”), entered into an Equity Purchase Agreement (the “Purchase Agreement”) with Dagley Insurance Agency, LLC, a wholly-owned operating subsidiary of the Seller (“DIA”), D6 Holdings, LLC, (the “Purchaser”), and Nathan Dagley, owner of Purchaser and founder and president of DIA.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1753162/000110465924059148/0001104659-24-059148-index.htm","comparable_excerpt":"On May 29, 2026, Hims & Hers Health, Inc. (the “ Company ”), as borrower, entered into Amendment No. 3 (the “ Amendment ”) to the Revolving Credit and Guaranty Agreement, dated as of February 18, 2025 (as amended by that certain Amendment No. 1 to the Revolving Credit and Guaranty Agreement, dated as of June 25, 2025, that certain Amendment No. 2 to the Revolving Credit and Guaranty Agreement, dated as of May 7, 2026, and as amended by this Amendment, the “ Credit Agreement ”), by among the Company, the subsidiary borrowers and the guarantors from time to time party thereto, the lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1773751/000177375126000091/0001773751-26-000091-index.htm"}},{"accession":"0001193125-26-251540","ticker":"CYH","company_name":"COMMUNITY HEALTH SYSTEMS INC","filed_at":"2026-06-01T20:30:16+00:00","headline":"Community Health Systems closes sale of four Arkansas hospitals for $110M cash to Freeman Health System","event_type":"m_and_a","sec_items":["2.01","9.01","8.01"],"materiality_score":0.65,"calibrated_materiality_score":0.65,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 8.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251540","json":"https://secwatch.observer/filing/0001193125-26-251540.json","markdown":"https://secwatch.observer/filing/0001193125-26-251540.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1108109/000119312526251540/0001193125-26-251540-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1108109/000119312526251540/cyh-20260601.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"47 states and the\nDistrict of Columbia. The transaction closed on May 3, 2024. The consideration to be paid by the Purchaser\nto the Seller in connection with the Transaction is $15 million in cash, subject to certain purchase price adjustments, consisting of\n(i) $8 million in cash paid at closing, (ii) $4 million in cash paid on the first anniversary of the closing","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1753162/000110465924059148/0001104659-24-059148-index.htm","comparable_excerpt":"the closing of the Transaction, after giving effect to estimated working capital, the assumption of finance leases by the Purchaser and before certain transaction expenses, was $110 million in cash (subject to a post-closing working capital adjustment). The foregoing summary of the Transaction and the terms and conditions of the Purchase Agreement is subject to, and","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1108109/000119312526251540/0001193125-26-251540-index.htm"}},{"accession":"0001574085-26-000093","ticker":"BHR","company_name":"Braemar Hotels & Resorts Inc.","filed_at":"2026-06-01T20:11:33+00:00","headline":"Braemar completes sale of Park Hyatt Beaver Creek for $176M; repays $86.25M convertible notes","event_type":"m_and_a","sec_items":["2.01","7.01","8.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 8.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001574085-26-000093","json":"https://secwatch.observer/filing/0001574085-26-000093.json","markdown":"https://secwatch.observer/filing/0001574085-26-000093.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1574085/000157408526000093/0001574085-26-000093-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1574085/000157408526000093/bhr-20260526.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"47 states and the\nDistrict of Columbia. The transaction closed on May 3, 2024. The consideration to be paid by the Purchaser\nto the Seller in connection with the Transaction is $15 million in cash, subject to certain purchase price adjustments, consisting of\n(i) $8 million in cash paid at closing, (ii) $4 million in cash paid on the first anniversary of the closing","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1753162/000110465924059148/0001104659-24-059148-index.htm","comparable_excerpt":"On May 26, 2026, Ashford BC LP and Ashford TRS BC LLC (together “Seller”), indirect subsidiaries of Braemar Hotels & Resorts Inc. (the “Company”), completed the sale of the Park Hyatt Beaver Creek Resort & Spa located in Avon, Colorado (the “Hotel”) pursuant to an Agreement of Purchase and Sale, dated as of April 27, 2026, by and among Seller and Apres Owner, LLC, as purchaser, for $176 million in cash, subject to customary pro-rations and adjustments.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1574085/000157408526000093/0001574085-26-000093-index.htm"}},{"accession":"0001104659-26-068666","ticker":"THR","company_name":"Thermon Group Holdings, Inc.","filed_at":"2026-06-01T13:24:24+00:00","headline":"CECO Environmental completes acquisition of Thermon Group; THR shares delisted from NYSE","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","7.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: ma_transaction, material_agreement","same SEC item: 2.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-068666","json":"https://secwatch.observer/filing/0001104659-26-068666.json","markdown":"https://secwatch.observer/filing/0001104659-26-068666.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1489096/000110465926068666/0001104659-26-068666-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1489096/000110465926068666/tm2616040d1_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"47 states and the\nDistrict of Columbia. The transaction closed on May 3, 2024. The consideration to be paid by the Purchaser\nto the Seller in connection with the Transaction is $15 million in cash, subject to certain purchase price adjustments, consisting of\n(i) $8 million in cash paid at closing, (ii) $4 million in cash paid on the first anniversary of the closing","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1753162/000110465924059148/0001104659-24-059148-index.htm","comparable_excerpt":"On June 1, 2026 (the \"Closing Date\"), following approval by the stockholders of both CECO and Thermon at an annual meeting and special meeting, respectively, held on May 27, 2026, the Mergers and the other transactions contemplated by the Merger Agreement (collectively, the \"Transactions\") were consummated.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1489096/000110465926068666/0001104659-26-068666-index.htm"}},{"accession":"0001193125-26-249151","ticker":"GIG","company_name":"GigCapital7 Corp.","filed_at":"2026-05-29T23:45:19+00:00","headline":"Hadron Energy closes SPAC merger with GigCapital7; 84% of public shares redeemed","event_type":"m_and_a","sec_items":["2.01","3.02","5.02","9.01","3.03","4.01","5.01","5.03","5.06","8.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 8.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-249151","json":"https://secwatch.observer/filing/0001193125-26-249151.json","markdown":"https://secwatch.observer/filing/0001193125-26-249151.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2023730/000119312526249151/0001193125-26-249151-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2023730/000119312526249151/d26249d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"47 states and the\nDistrict of Columbia. The transaction closed on May 3, 2024. The consideration to be paid by the Purchaser\nto the Seller in connection with the Transaction is $15 million in cash, subject to certain purchase price adjustments, consisting of\n(i) $8 million in cash paid at closing, (ii) $4 million in cash paid on the first anniversary of the closing","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1753162/000110465924059148/0001104659-24-059148-index.htm","comparable_excerpt":"As previously announced on the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “ SEC ”) on May 28, 2026 (the “ May 28 Current Report ”), Hadron Energy, Inc. (f/k/a GigCapital7 Corp. (“ GigCapital7 ”)) (the “ Company ” or “ Combined Company ” or “ Hadron Energy ”) consummated its business combination (the “ Business Combination ”) with Hadron Energy Operating Company Inc. (f/k/a Hadron Energy, Inc.) (“ Hadron Energy Operating Company ”) on May 22, 2026, pursuant to that certain Business Combination Agreement, dated as of September 27, 2025, as amended by that certain First Amendment to Business Combination Agreement, dated as of December 12, 2025, and by that certain Second Amendment to Business Combination Agreement, dated as of April 16, 2026 (the “Second Amendment”), by and among GigCapital7, MMR Merger Sub, Inc. and Hadron Energy Operating Company (the “ Business Combination Agreement ”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2023730/000119312526249151/0001193125-26-249151-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}