Dilution profile // every instrument, one screen, from SEC filings

Fathom Holdings Inc. (FTHM)

CIK 1753162 · all EDGAR filings →

Overall dilution risk
HIGHworst of 4 computed sub-ratings (offering ability)
= the worst band among the computed sub-ratings, no hidden weighting
Offering ability
HIGHS-3 on file 2024-12-20
= is there a registration (S-1/S-3 family) on file without a later withdrawal
no structured fee data on the live registrations, so this is a yes/no, not a size
Overhead supply
LOWwarrants = 1% of O/S
= warrant shares outstanding divided by current shares outstanding (bands: 20% / 50%)
warrants only; converts, ATMs and equity lines are not in free structured data, so the true overhead is AT LEAST this
Historical dilution
MEDIUM+88% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
Cash need
HIGH~2.6 months of runway
= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)
the company itself flagged going-concern doubt

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

2021-03-192026-08-12

Latest: 34.2M shares as of Aug 12, 2026 (10-Q).

⊙
EVIDENCE — filed/published fact
SourceSEC XBRL, cover-page share count
Fielddei:EntityCommonStockSharesOutstanding
As of2026-08-12
HowThe newest cover-page count as filed, whatever its age. The float checker applies a 200-day freshness rule and sets this beside the balance-sheet count.
Open the source document →

Cash runway

Going-concern warning

auditor flagged substantial doubt

The company itself flagged going-concern doubt in a filing.

Full breakdown: cash runway tool · source filing →

Warrants

Warrants outstanding: 240,100 underlying shares, as reported Dec 31, 2020 (10-K).

Reported exercise price: $11 (aggregate figure as tagged; individual tranches vary).

Rough fully diluted estimate: 34.4M = 34.2M O/S + 240,100 warrant shares. An estimate, not a filing figure: it ignores converts, options and RSUs, and the two inputs carry different as-of dates.

Convertible notes

NotePrincipalCarryingConv. priceRateIf converted
Senior Secured Convertible Promissory Notenot tagged$5.0Mnot tagged——
2024 Notes$5.0M—$4.25—~1.2M sh

If every note above converted at its tagged price: ~1.2M new shares on 34.2M currently outstanding. An estimate from principal ÷ conversion price, with inputs carrying different as-of dates; make-whole adjustments, capped calls and partial repurchases are not modeled.

Notes exactly as the company dimensioned them in its 10-Q filed Aug 13, 2026 →. Principal is face amount as tagged, not what remains after repurchases unless the filer updated the tag. A note the filer did not dimension is absent here, not absent from the balance sheet; the exhibits stay the ground truth.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding34.2MAug 12, 2026
+ Warrants (aggregate, as tagged) (if exercised)240,100Dec 31, 2020
+ 2024 Notes (if fully converted)1.2MSep 30, 2024
Fully diluted estimate35.6M+4.1% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

S-3Dec 20, 2024no structured fee exhibit in this filing (predates fee-data XBRL or fee deferred)filing →
S-3Dec 29, 2023no structured fee exhibit in this filing (predates fee-data XBRL or fee deferred)filing →

Last 12 months: 0 executed · 0 registered.

EXECUTEDSep 19, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5 →
EXECUTEDSep 18, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5 →
EXECUTEDMar 11, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5 →
EXECUTEDJan 23, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5 →
UPDATEDec 30, 2024Prospectus update — often a resale registration, not necessarily new capital424B3 →
EFFECTIVEDec 30, 2024SEC declared a registration effective — selling can beginEFFECT →
REGISTEREDDec 20, 2024S-3 registration — capacity to sell shares, not a sale yetS-3 →
EXECUTEDSep 27, 2024Unregistered share sale disclosed (8-K item 3.02)8-K →
UPDATEJan 12, 2024Prospectus update — often a resale registration, not necessarily new capital424B3 →
EFFECTIVEJan 11, 2024SEC declared a registration effective — selling can beginEFFECT →
REGISTEREDDec 29, 2023S-3 registration — capacity to sell shares, not a sale yetS-3 →
EXECUTEDDec 4, 2023Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5 →

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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