Fathom Holdings Inc. 8-K

What Happened

• Fathom Holdings announced on March 23, 2026 (agreement dated March 18, 2026) that it entered into a subordinated secured promissory note for $2,000,000 with Bed Bath & Beyond. The note matures on April 1, 2027 (or earlier if required), and interest accrues at 9.0% per year, payable in kind (added to principal) monthly beginning March 2026.
• To secure the loan, Fathom and its Material Subsidiaries granted the investor a security interest in all of their assets under a Security Agreement, and the Material Subsidiaries provided a Subsidiary Guarantee of the Company’s obligations. The bridge note and related agreements are expressly subordinated to the Company’s Senior Debt under a Securities Purchase Agreement dated September 25, 2024.

Key Details

• Principal: $2,000,000 bridge note dated March 18, 2026.
• Interest: 9.0% per annum, payable-in-kind monthly (added to principal); default interest can increase to up to 18.0% (or legal maximum) upon an Event of Default.
• Maturity: April 1, 2027 (or earlier if required by terms).
• Security and guarantees: Secured by all assets of the Company and Material Subsidiaries; Material Subsidiaries guaranteed payment; investor’s rights are subordinate to existing Senior Debt.

Why It Matters

• This is short-term financing intended to provide near-term liquidity through April 2027. The PIK feature (interest added to principal) increases the amount owed over time rather than requiring monthly cash interest payments.
• The lien on all assets and subsidiary guarantees reduce Fathom’s unencumbered asset pool and may limit flexibility for additional secured borrowing. However, the investor’s claims are subordinated to existing Senior Debt, so senior creditors remain ahead in priority.
• For investors, watch Fathom’s cash runway, use of proceeds, and any future changes to capital structure—particularly if covenants (limits on dividends, new indebtedness, related-party payments, or change-of-control transactions) affect strategic options. The agreements are filed as exhibits to the 8-K for detailed review.