---
schema_version: "secwatch.filing_event.v1"
accession: "0001628280-26-063504"
form_type: "8-K"
ticker: "FTHM"
cik: "0001753162"
company_name: "Fathom Holdings Inc."
filed_at: "2026-09-25T12:38:45+00:00"
generated_at: "2026-10-12T13:19:38.047218+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# Fathom, NXH propose restructured deal valuing digital assets at $130M; NXH to hold control

## Summary
- NXH would contribute its ~38.8% direct and indirect stake in tZERO, Medici-related fund assets and GrainChain to Fathom, valued at no less than $130M in newly issued Fathom shares.
- Original June 16, 2026 merger — 0.2236 NXH shares per Fathom share — would be terminated upon definitive docs; NXH expected to keep a controlling interest in Fathom.
- Transaction is subject to definitive agreements, Fathom board and stockholder approvals, NXH board approval, an independent fairness opinion and regulatory/third-party approvals.
- Companies see real estate as natural fit for tZERO's digital securities infrastructure, incl. potential tokenization of commercial real estate and single-family rental portfolios.
- Marcus Lemonis (NXH Executive Chairman/CEO) says value is not derived from Fathom's current market cap; notes FTHM share price is below the level when the original deal was announced.

## SEC filing metadata
- accession: 0001628280-26-063504
- form_type: 8-K
- ticker: FTHM
- cik: 0001753162
- company_name: Fathom Holdings Inc.
- filed_at: 2026-09-25T12:38:45+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1753162/000162828026063504/0001628280-26-063504-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1753162/000162828026063504/fthm-20260924.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001628280-26-063504
- JSON: https://secwatch.observer/filing/0001628280-26-063504.json
- Plain text: https://secwatch.observer/filing/0001628280-26-063504.txt

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.