Fathom Holdings Inc. filed a Form 8-K on November 3, 2026, disclosing that it entered into a Third Omnibus Amendment to its Senior Secured Convertible Promissory Notes on November 2, 2026, extending the maturity date and deferring accrued interest.

Key Highlights

  • Maturity extended: The Notes' maturity date was extended from November 1, 2026 to November 30, 2026, according to the filing.
  • Interest deferred: All accrued and unpaid interest as of the amendment date is deferred and due in cash no later than the new maturity date.
  • 18% interest rate continues: The 18% per annum interest rate established by the Second Amendment continues to apply to outstanding principal until all obligations are paid in full.
  • Weekly Extension Fees: A fee equal to 0.5% of the then-outstanding principal of each Note will be earned on each of November 9, 16, 23, and 30, 2026, if any principal remains outstanding.
  • Related-party involvement: Scott Flanders, chairman of the Company's Board of Directors, was a party to the Third Amendment as a Holder of one of the Notes, and the transaction was approved by a majority of the independent, disinterested board members.
  • Legal fee reimbursement cap: The Company agreed to reimburse the Holders for documented out-of-pocket legal fees and expenses not to exceed $5,000 in the aggregate.

Fathom Holdings Amends Convertible Notes for the Third Time in 2026

Fathom Holdings Inc. (NASDAQ:FTHM) disclosed in an 8-K filed November 3, 2026, that it entered into a Third Omnibus Amendment to its Senior Secured Convertible Promissory Notes on November 2, 2026. According to the filing, the Notes were originally issued on September 25, 2024, under a Securities Purchase Agreement with two accredited investors, and had been previously amended by a Limited Waiver and Omnibus Amendment dated May 29, 2026, and a Second Omnibus Amendment dated October 1, 2026.

The Third Amendment extends the Notes' maturity date by approximately one month, from November 1, 2026 to November 30, 2026. The filing states that all accrued and unpaid interest as of the amendment date, together with all interest accruing thereafter, is deferred and will be due and payable in cash no later than the maturity date, or earlier upon any conversion, prepayment, or acceleration. The filing further discloses that the deferred interest itself will bear interest at the 18% per annum rate on a 360-day year basis. The Holders agreed, according to the filing, that the Company's failure to pay deferred interest before the maturity date will not constitute an Event of Default and that no Late Fees will accrue on such deferred interest before that date.

The filing also describes a Weekly Extension Fee structure: on each of November 9, 16, 23, and 30, 2026, if any principal remains outstanding, a fee equal to 0.5% of the then-outstanding principal of the applicable Note will be earned by the respective Holder and added to accrued and unpaid interest. The Company represented in the Third Amendment that, after giving effect to its terms, "no Event of Default has occurred and is continuing or will result from the Third Amendment." The filing identifies Scott Flanders, the board chairman, as one of the Holders, and states this related-party transaction received approval from a majority of the independent, disinterested board members.

What Was Disclosed

Fathom Holdings disclosed a third amendment to its Senior Secured Convertible Promissory Notes, extending the maturity date to November 30, 2026, deferring accrued interest, introducing weekly extension fees of 0.5% of outstanding principal, and confirming board approval of a related-party aspect involving chairman Scott Flanders.