Fathom Holdings Inc（FTHM）資訊與事件FTHMFathom Holdings Inc

Fathom Holdings and Neighborhood Intelligence Terminate Merger Agreement

Fathom Holdings (FTHM) and Neighborhood Intelligence (NXH) announced that their respective Boards of Directors have mutually agreed to terminate the previously announced merger agreement between the companies. After careful consideration of the proposed transaction, the Boards of both companies concluded that proceeding with a merger at current valuations would not appropriately reflect the fair value of either company for its shareholders. The companies believe the timing is not right to combine their businesses, and have mutually agreed to terminate the merger agreement. Separately, following a review by its Board and management and discussions with shareholders, Neighborhood Intelligence determined that retaining ownership and control of its blockchain and digital asset investments offers its shareholders the greatest opportunity to participate in their potential future value. The Company remains encouraged by tZERO's progress and believes tZERO should continue executing its strategic plan while Neighborhood Intelligence maintains its ownership position. Neighborhood Intelligence believes the potential value of its blockchain assets is not appropriately reflected in current market valuations. The Company's decision to retain ownership and control is intended to preserve the opportunity for shareholders to participate in potential future value as these assets and the broader blockchain ecosystem develop. This decision is independent of the companies' decision not to proceed with a merger at this time. Although a merger is not the appropriate structure at this time, the companies intend to continue exploring ways to work together where collaboration can create value. Areas under consideration include data sharing and the use of each company's complementary businesses, technology, relationships and other assets, subject to appropriate agreements and applicable requirements. The companies expect to remain independent and focused on their respective operating priorities.

Fathom Holdings and Neighborhood Intelligence Explore Alternative Transaction

Fathom Holdings (FTHM) and Neighborhood Intelligence (NXH) "announced that they agreed to explore a potential alternative transaction that would replace their previously announced merger agreement, dated June 16, 2026, and that is designed to combine Fathom's national residential brokerage and title business with substantially all of NXH's digital asset holdings. Under the Transaction, NXH would contribute its approximately 38.8% direct and indirect ownership interest in tZERO Group, Inc., its Medici-related fund assets, and its direct investment in GrainChain, Inc to Fathom. The Transaction would ascribe no less than $130 million in value to the digital assets contributed by NXH, driven principally by NXH's approximately 38.8% direct and indirect ownership interest in tZERO, subject to Fathom's validation of the valuation of the contributed assets as part of its due diligence and the negotiation of definitive agreements. That value would be reflected through the issuance of newly issued Fathom shares to NXH. The final share count will be determined as part of the definitive agreements, with NXH expected to maintain a controlling interest in Fathom following the transaction."

Fathom Holdings Acquired by Bed Bath & Beyond for Approximately $53.38M

Fathom Holdings (FTHM) announced that it has entered into a definitive merger agreement to be acquired by Bed Bath & Beyond (BBBY) in an all-stock transaction. The transaction implies an equity value for Fathom of approximately $53.38M and reflects an exchange ratio of 0.2236 shares of Bed Bath & Beyond common stock for each Fathom share, subject to certain adjustments at closing of the transaction. The transaction is expected to close in the second half of 2026, subject to the satisfaction or waiver of customary closing conditions, including the approval of Fathom's stockholders, and the receipt of required regulatory approvals.