Fathom Holdings And Neighborhood Intelligence Explore Alternative Transaction To Combine Fathom's Brokerage Business With NXH's ~$130M Digital Asset Holdings

Proposed transaction would combine Fathom’s national residential brokerage and title business with NXH’s interests in tZERO, the Medici portfolio and GrainChainProposed Transaction would ascribe no less than $130 million in value to NXH’s contributed digital assets, driven principally by its approximately 38.8% direct and indirect ownership interest in tZEROIntended structure to create a transparent and trackable public equity interest for NXH while building upon Fathom’s existing operating businessesFathom Holdings Inc. (NASDAQ:FTHM) ("Fathom") and Neighborhood Intelligence, Inc. (NASDAQ:NXH) ("Neighborhood" or "NXH") today announced that they agreed to explore a potential alternative transaction (the "Proposed Alternative Transaction") that would replace their previously announced merger agreement, dated June 16, 2026 (as amended, the "Original Merger Agreement"), 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. ("tZERO"), its Medici-related fund assets, and its direct investment in GrainChain, Inc. ("GrainChain") 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.The Transaction would also provide Fathom with the flexibility and time to identify and pursue acquisitions of relevant operating assets that complement and expand Fathom’s operations. The nature, timing and structure of any such acquisitions would be evaluated in light of Fathom’s business objectives.For 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.For 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.The companies believe that real estate represents a natural application for tZERO’s 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.If the Transaction is completed, Fathom’s leadership would be expected to work closely with the leadership teams of tZERO, GrainChain and the applicable Medici portfolio companies to commercialize these opportunities.NXH 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.