Debt

Long-term debt consisted of the following at the dates indicated (amounts in thousands):


	December 31, 2025		December 31, 2024
3.75% Small Business Administration installment loan due May 2050	$	102	$	109
Convertible note payable, less unamortized costs $29	5,000		8,471
Promissory note	53		226
Revolving credit line	—		197
Director and Officer (D&O) insurance policy promissory note1	102		135
Executive and Officer (E&O) insurance policy promissory note2	329		338
Total debt	5,586		9,476
Long-term debt, current portion	(5,506)		(4,389)
Long-term debt, net of current portion	$	80	$	5,087

(1) The 2025 D&O note carries a 7.80% interest rate and is payable quarterly with the last quarterly payment due in June 2026. The 2024 D&O note carried a 7.35% interest rate and final payment was made in August 2025.

(2) The October 2025 E&O note carries 12.25% interest rate and is payable monthly with the last monthly payment being due in August 2026. The October 2024 E&O note carried a 13.5% interest rate and final payment was made in August 2025.

Debt maturities and principal amortization of our consolidated existing debt as of December 31, 2025 for the next five years and thereafter are as follows (amounts in thousands):


Calendar Year	Amount
2026	$	5,506
2027	—
2028	—
2029	—
2030	—
Thereafter	80
Total	$	5,586

Promissory Note

In connection with the acquisition of My Home Group (“MHG”) in November 2024, the Company assumed a promissory note with a principal balance of $0.2 million, bearing an interest rate of 8.5% per annum. The note is payable in 20 equal installments of $13,413, with the final payment due in April 2026.

Revolving Credit Line

In connection with the acquisition of MHG in November 2024, the Company assumed a revolving credit line with an outstanding balance of $0.2 million, bearing an interest rate of 12% per annum. The final payment was made in December 2025.

Convertible Note Payable

In September 2024, the Company sold and issued senior secured convertible promissory notes in aggregate principal amount of $5.0 million (the "2024 Notes") to an existing shareholder, who beneficially owns more than 5% of Fathom's

common stock, and the chairman of the Company's Board of Directors in a private placement (the "2024 Offering"). The cash proceeds to the Company from the issuance of the 2024 Note were $4.9 million after deducting the 2024 Offering expense.

Beginning on September 25, 2024 quarterly interest payments are due in cash on the principal amount at a fluctuating equal to (i) the monthly average SOFR plus (ii) 4% per annum, subject to certain adjustments, with a minimum rate of 8%. The 2024 Notes have a conversion price of $4.25 per share of common stock, representing an initial conversion premium of approximately 85% above the last reported sale price of Fathom's common stock on September 26, 2024. The 2024 Notes mature on October 1, 2026, unless repurchased or converted in accordance with their terms prior to such date. The 2024 Notes may not be converted by either purchaser into shares of common stock if such conversion would result in the purchaser and its affiliates owning an aggregate of in excess of 19.99% of the then-outstanding shares of the Company’s common stock.

In connection with the 2024 Offering, the Company also entered into Security Agreements pursuant to which the 2024 Note is secured by all existing and future assets of the Company.

Historical Timeline

Fiscal Year	Filed
2025	Mar 30, 2026	Showing above
2024	Mar 28, 2025

2023	Mar 19, 2024

2022	Mar 30, 2023

2021	Mar 9, 2022

2020	Mar 24, 2021

About Debt Disclosures

Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.

Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.

Fathom Holdings Inc. Debt Disclosure

Historical Timeline

About Debt Disclosures

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