Entry into a Material Definitive Agreement.


 

On March 18, 2026, Fathom Holdings Inc. (the "Company") entered into a subordinated secured promissory note in the original principal amount of $2,000,000 (the "Bridge Note") with Bed Bath & Beyond, Inc. (the "Investor"). In connection with the Bridge Note, on March 18, 2026, the Company, the Material Subsidiaries (as defined in the Bridge Note), and the Investor entered into (i) a security agreement (the "Security Agreement") and (ii) a subsidiary guarantee (the "Subsidiary Guarantee").


 

Bridge Note


 

General. The Company will pay the Investor the principal amount under the Bridge Note on April 1, 2027, or such earlier date as the Bridge Note is required or permitted to be repaid as provided by its terms. The Bridge Note bears interest at a rate equal to nine percent (9.0%) per annum, which is payable in kind and added to the principal amount at the end of each calendar month beginning in March 2026.


 

Security. The Bridge Note is secured by all assets of the Company and the Material Subsidiaries pursuant to the Security Agreement, as described in more detail below.


 

Guarantee. The Company's obligations under the Bridge Note are guaranteed by the Material Subsidiaries pursuant to the Subsidiary Guarantee, as described in more detail below.


 

Subordination. The Bridge Note is expressly subordinated in right of payment to the prior payment in full of all of the Company's obligations under that certain Securities Purchase Agreement, dated as of September 25, 2024, by and among the Company and the signatories thereto (the "Senior Debt").


 

Events of Default. The Bridge Note provides for certain events of default that are typical for a transaction of this type, including, among other things, any breach of the covenants described below. During the occurrence and continuation of any Event of Default (as defined in the Bridge Note), at the election of the Investor, the interest on the Bridge Note will accrue at a rate equal to the lesser of 18.0% per annum or the maximum rate permitted under applicable law.