Item 1.02.
Termination of a Material Definitive Agreement.
On October 5, 2026, Neighborhood Intelligence, Inc. (“the Company ”), a Delaware corporation, and Fathom Holdings, Inc., a North Carolina corporation (“ FTHM ”), mutually agreed to terminate the Merger Agreement and Plan of Reorganization, dated as of June 16, 2026 (the “ Merger Agreement ”), by and among the Company, Fathom Merger Sub, Inc., a North Carolina Corporation and wholly owned subsidiary of the Company, and FTHM (the “ Termination ”).
Pursuant to and in accordance with the Merger Agreement, the Company and FTHM have mutually agreed to terminate the Merger Agreement by mutual written consent. The Merger Agreement provides that it may be terminated by the mutual written consent of the Company and FTHM, and upon such termination, the Merger Agreement shall immediately become null and void and each of the parties to the Merger Agreement shall be relieved of their duties and obligations arising under the Merger Agreement after the date of such termination.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 17, 2026, and is incorporated herein by reference as Exhibit 2.1 to this Current Report on Form 8-K.
Item 2.02.
Business Update The Company continues to execute on strategy, with business trajectory of its base business firmly on track.
Strong Revenue Momentum and Margin Outperformance. The Company is seeing encouraging revenue momentum across its core business, while gross margin continues to show significant year-over-year improvement.
Based on current trends, gross margin is expected to exceed 30%, ahead of the Company’s previously stated target, reflecting continued improvement in business mix and operating execution.
Cost Reductions and Merger Synergies Ahead of Schedule.
The Company has made significant progress removing costs from the business, while integration efforts and anticipated merger synergies are developing faster than originally expected. Management remains focused on accelerating these opportunities while maintaining disciplined execution across the organization.
EX-99.1 ef20083268_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Fathom Holdings and Neighborhood Intelligence Announce Mutual Termination of Proposed Merger Boards conclude that current valuations do not reflect the fair value of either company; Neighborhood Intelligence to retain blockchain asset ownership while the companies explore collaboration, including data sharing CARY, N.C. and NASHVILLE, Tenn. — October [5], 2026 — Fathom Holdings Inc. (NASDAQ: FTHM) (“Fathom”) and Neighborhood Intelligence, Inc. (Nasdaq: NXH) (“NXH”) today 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 to Retain Blockchain Asset Ownership 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.
Fathom and NXH to Pursue Strategic Collaboration 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.
“We entered into the merger transaction because we believed that combining Fathom’s national real estate and title businesses with Neighborhood Intelligence’s technology, data and other assets had the potential to create long-term value,” said Scott Flanders, Fathom’s Chairman of the Board. “At current valuations, however, we do not believe a merger appropriately reflects the fair value of either company. Fathom has made meaningful progress, and we look forward to exploring data sharing and other areas of collaboration while each company pursues its own strategy.”
“Our responsibility is to continually evaluate the best path to maximize long-term value for our shareholders,” said Marcus Lemonis, Chairman and Chief Executive Officer of Neighborhood Intelligence. “After listening to shareholders and reviewing the alternatives, we believe retaining ownership and control of our blockchain assets while allowing tZERO to continue executing its plan is the appropriate path. We are encouraged by the potential of these assets and believe retaining them gives our shareholders the best opportunity to participate in their future value. Separately, we and Fathom have determined that a merger at current valuations would not appropriately reflect the fair value of either company. We remain supportive of Fathom’s progress and look forward to working together, including exploring opportunities around data sharing.”