\nFathom Holdings Inc. (Nasdaq: FTHM) (\u201cFathom\u201d) and Neighborhood Intelligence, Inc. (Nasdaq: NXH) (\u201cNeighborhood\u201d or \u201cNXH\u201d) today announced that they agreed to explore a potential alternative transaction (the \u201cProposed Alternative Transaction\u201d) that would replace their previously announced merger agreement, dated June 16, 2026 (as amended, the \u201cOriginal Merger Agreement\u201d), and that is designed to combine Fathom\u2019s national residential brokerage and title business with substantially all of NXH\u2019s digital asset holdings.<\/p>\n
\nUnder the Transaction, NXH would contribute its approximately 38.8% direct and indirect ownership interest in tZERO Group, Inc. (\u201ctZERO\u201d), its Medici-related fund assets, and its direct investment in GrainChain, Inc. (\u201cGrainChain\u201d) to Fathom.<\/p>\n
\nThe Transaction would ascribe no less than $130 million in value to the digital assets contributed by NXH, driven principally by NXH\u2019s approximately 38.8% direct and indirect ownership interest in tZERO, subject to Fathom\u2019s 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.<\/p>\n
\nThe Transaction would also provide Fathom with the flexibility and time to identify and pursue acquisitions of relevant operating assets that complement and expand Fathom\u2019s operations. The nature, timing and structure of any such acquisitions would be evaluated in light of Fathom\u2019s business objectives.<\/p>\n
\nFor Neighborhood, the Transaction is intended to transform digital assets that NXH believes have substantial but difficult-to-track value within its broader balance sheet into a transparent and trackable equity interest in a separately traded public company, while allowing Neighborhood to maintain a controlling interest and substantial participation in their potential future growth and appreciation.<\/p>\n
\nFor Fathom, the Transaction is expected to build upon its national brokerage business and growing title platform. The companies see an opportunity to expand title services organically and through disciplined consolidation, add relevant operating assets and develop practical applications for blockchain and tokenization across real estate.<\/p>\n
\nThe companies believe that real estate represents a natural application for tZERO\u2019s digital securities infrastructure, including potential tokenization of commercial real estate and single-family rental portfolios, more flexible capital structures and new pathways to liquidity. Over time, the companies also intend to explore applications involving title services and individual homeownership.<\/p>\n
\nIf the Transaction is completed, Fathom\u2019s leadership would be expected to work closely with the leadership teams of tZERO, GrainChain and the applicable Medici portfolio companies to commercialize these opportunities.<\/p>\n
\nNXH and Fathom also contemplate entering into a long-term data sharing and commercial agreement designed to lower customer acquisition costs and connect consumers across brokerage, title, mortgage and other home-related services. Connectivity to Beyond Credit Union (as previously announced September 15, 2026) is expected to provide access to mortgage and financial products consistent with a more asset-light model.<\/p>\n
Management Commentary<\/b><\/p>\n
Marcus Lemonis, Executive Chairman and Chief Executive Officer of Neighborhood Intelligence, said:<\/b><\/p>\n
\n\u201cAs part of the strategic review we embarked on, our commitment was to find a way to take assets we believe have tremendous value, but whose value can be difficult for the market to see on our balance sheet, and translate them into a more transparent and trackable public equity stake. Under the proposed structure, Neighborhood would contribute these assets to Fathom in exchange for a significant issuance of new Fathom shares. The transaction would ascribe no less than $130 million in value to our digital assets, driven principally by our approximately 38.8% direct and indirect ownership interest in tZERO, while resulting in Neighborhood maintaining a controlling interest in Fathom.<\/p>\n
\nIt is important to recognize that the value of the Transaction is not derived from Fathom\u2019s current market capitalization. While Fathom\u2019s share price is below where it was when our original transaction was announced, we believe its brokerage and title businesses have made meaningful progress during that same period. The proposed structure is intended to recognize both that progress and the value we believe exists in the digital asset portfolio Neighborhood would contribute.<\/p>\n
\nThe structure would also provide Fathom with the opportunity to identify and pursue acquisitions of relevant operating assets that can strengthen and expand Fathom\u2019s operating businesses.<\/p>\n
\nWe believe this structure delivers on our objective: creating a transparent, trackable public equity interest from assets whose value has been difficult for our shareholders to independently identify, while preserving substantial participation in their potential future growth and appreciation.\u201d<\/p>\n
Scott Flanders, Chairman of Fathom Holdings, said:<\/b><\/p>\n
\n\u201cFathom brings a national brokerage business, a title platform and real transactions to this proposed combination. We believe the proposed structure recognizes the progress of our existing businesses while bringing significant new assets and a controlling strategic shareholder to Fathom. We see substantial opportunity to expand our operating businesses, including title, organically and through disciplined acquisitions, while working with tZERO and the other digital asset businesses to develop practical applications for blockchain and tokenization across real estate.\u201d<\/p>\n
Proposed Alternative Transaction Details<\/b><\/p>\n
\nUpon entering into definitive documentation for the Transaction, the companies anticipate that the Original Merger Agreement, under which Fathom shareholders were to receive 0.2236 shares of NXH common stock for each Fathom share, will be terminated.<\/p>\n
\nUnder the contemplated structure, NXH would receive newly issued Fathom shares in consideration for the contribution of its digital asset portfolio, which would be ascribed no less than $130 million in value, subject to Fathom\u2019s validation of the valuation of the contributed assets. The final share count will be determined in the definitive agreements, with NXH expected to maintain a controlling interest in Fathom following completion of the Transaction.<\/p>\n
\nFathom also expects prior to the closing to evaluate potential acquisitions of relevant operating assets that could contribute to and expand its operations. Any such acquisitions, as well as the final capitalization and structure of the transaction, would be evaluated in consultation with NXH in accordance with the Original Merger Agreement and taking into account Fathom\u2019s operating objectives and the implications of the Transaction under the Investment Company Act of 1940.<\/p>\n
\nThe Transaction remains subject to definitive agreements, Fathom board and stockholder approvals, NXH board approval, an independent fairness opinion, applicable regulatory and third-party approvals and other customary closing conditions, including compliance with all applicable regulations and securities laws.<\/p>\n
\nThere can be no assurance that the Transaction will be entered into or completed on the terms described or at all.<\/p>\n
About Neighborhood Intelligence<\/b><\/p>\n
\nNeighborhood Intelligence (Nasdaq: NXH), previously Bed Bath & Beyond, Inc., is a data and technology company organized around three interconnected pillars: Omni-Channel Retail, Home Services and Home Ownership.<\/p>\n
\nIts portfolio includes Bed Bath & Beyond, Overstock, buybuy BABY, Kirkland\u2019s, The Container Store, Elfa and Closet Works, along with its expanding Home Services and Home Ownership businesses.<\/p>\n
\nNeighborhood Intelligence connects products, services, financing, expertise and data to make homeownership simpler and more affordable.<\/p>\n
About Fathom Holdings Inc.<\/b><\/p>\n
\nFathom Holdings Inc. is a national, technology-driven real estate services platform that integrates residential brokerage, mortgage, title and SaaS offerings through its proprietary cloud-based software, intelliAgent. Fathom\u2019s brands include Fathom Realty, Encompass Lending, intelliAgent, Real Results, MHG, and Verus Title.<\/p>\n
\nFor more information, visit FathomInc.com.<\/p>\n
Cautionary Note Regarding Forward-Looking Statements<\/b><\/p>\n
\nThis press release communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements include all statements other than statements of historical fact, including but not limited to statements regarding the Transaction, its consummation, anticipated financial performance, including benefits and synergies related to the Transaction, business strategies, plans, goals and expectations concerning market position, future operations and other financial and operating information, and the timing of any of the foregoing.<\/p>\n
\nForward-looking statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors outside NXH\u2019s and Fathom\u2019s control that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to: uncertainties as to the timing of the consummation of the Transaction and the ability of the parties to agree on definitive agreements and consummate the Transaction; the ability of Fathom to acquire additional relevant operating assets; the ability of the Boards of NXH and Fathom to approve the transactions; the satisfaction of the conditions precedent to consummation of the Transaction, including the approval of Fathom\u2019s stockholders and obtaining an independent fairness opinion; the ability to obtain required regulatory approvals at all or in a timely manner; any litigation related to the Transaction; disruption of NXH\u2019s or Fathom\u2019s current plans and operations as a result of the Transaction; the ability of NXH and Fathom to retain and hire key personnel; competitive responses to the Transaction; unexpected costs, charges or expenses resulting from the Transaction; and other risks as set forth in the Risk Factors section of NXH\u2019s and Fathom\u2019s most recent Form 10-Ks as filed with the SEC and supplemented from time to time in other NXH and Fathom filings made with the SEC.<\/p>\n
\nCopies of each of NXH\u2019s and Fathom\u2019s Form 10-K and other SEC filings are available on the SEC\u2019s website. Each of NXH and Fathom undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.<\/p>\n
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