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Fathom Holdings Reports First Quarter 2025 Results

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– Fathom achieved a 32% year-over-year revenue increase in the first quarter, beating analyst expectations by 12% –

CARY, N.C., May 13, 2025 /PRNewswire/ — Fathom Holdings Inc. (Nasdaq: FTHM) (“Fathom” or the “Company”), a national, technology-driven, end-to-end real estate services platform integrating residential brokerage, mortgage, title, and SaaS offerings for brokerages and agents, today reported financial results for the first quarter ended March 31, 2025.

“Fathom achieved a 32% year-over-year revenue increase in the first quarter, beating analyst expectations by 12%,” said Marco Fregenal, CEO of Fathom Holdings. “We also increased our agent network by 22% and closed transactions increased by 26% over Q1 2024.”

“Although we expect 2025 to remain challenging for the real estate industry, we expect Fathom’s positive momentum to continue. We are, in fact, currently expecting to be EBITDA positive in Q2 of 2025. Our mission remains steadfast: to build a best-in-class, technology-driven platform that empowers agents, streamlines transactions, and delivers long-term value for our shareholders. We are confident these efforts will foster ongoing success, even in a dynamic market environment. We are focused on driving higher gross profit from ancillary services, increased efficiencies in the My Home Group operation, and higher margins from the recently launched Elevate program.”

During the first quarter, Fathom successfully launched its innovative “Elevate” program, a concierge-level initiative designed to significantly enhance agent productivity, transaction efficiency, and overall profitability. Elevate offers agents a powerful suite of services, including comprehensive marketing, lead generation and conversion, dedicated transaction support, personalized coaching, recruiting assistance, and priority customer service.

“We believe Elevate will enhance agent growth by helping agents increase their business as they become more productive. More importantly, we anticipate the program will significantly enhance long-term profitability by increasing gross profit per transaction,” Fregenal added. “Our goal is to ramp up the program to 100 new agents per month by Q4 of 2025.”

First Quarter 2025 Financial Results

Fathom’s total revenue increased 32.1% to $93.1 million for the first quarter of 2025, up from $70.5 million in the first quarter of 2024.Brokerage revenue increased by 35.9% to $88.9 million for the first quarter of 2025, up from $65.4 million in the first quarter of 2024.Mortgage revenue increased 13% to $2.6 million for the first quarter of 2025, up from $2.3 million in the first quarter of 2024.Title revenue increased 43% to $1.0 million for the first quarter of 2025, up from $0.7 million in the first quarter of 2024.Gross profit increased 13% to $8.1 million for the first quarter of 2025, up from $7.2 million in the first quarter of 2024.

First Quarter 2025 Operational Highlights

Fathom’s real estate agent network grew 22.8% to approximately 14,715 agent licenses at March 31, 2025, up from approximately 11,986 agent licenses at March 31, 2024.Fathom’s real estate transactions grew 26% to approximately 9,715 in the first quarter of 2025, up from approximately 7,703 transactions in the first quarter of 2024.Successfully launched the Elevate program.On March 10, 2025, the Company issued and sold shares of its common stock to certain investors and members of the Company’s Board in a registered direct offering (the “2025 Offering”). The cash proceeds to the Company from the issuance of the shares of common stock in the 2025 Offering were approximately $2.7 million after deducting the offering expenses.

 Segment revenue for the 2025 first quarter, compared with the 2024 first quarter was as follows:

Revenue

Three months ended
March 31,

(Revenue $ in millions)

2025

2024

   UNAUDITED

Real Estate Brokerage

$                88.9

$                65.4

Mortgage

2.6

2.3

Technology

1.1

1.1

Corporate and other services (a)

0.5

1.7

Total revenue

$                93.1

$                70.5

(a) 

Transactions between segments are eliminated in consolidation. Such amounts are eliminated through the Corporate and other services line.

GAAP net loss for the 2025 first quarter was $5.6 million, or $0.24 per share, compared with a loss of $5.9 million, or $0.31 per share, for the 2024 first quarter. This decrease was primarily due to a reduction in agent recruiting commissions.

General and Administrative expense totaled $8.6 million for the 2024 first quarter, or 9.3% of revenue, compared with $9.0 million or 12.8% of revenue for the first quarter of 2024. This was primarily due to our continued focus on reducing expenses.

Driven by many of the factors discussed above, Adjusted EBITDA loss, a non-GAAP measure, was relatively constant at $1.5 million in the first quarter of 2025 compared with an Adjusted EBITDA loss of approximately $1.5 million for the 2024 first quarter. Fathom is committed to achieving and remaining Adjusted EBITDA positive moving forward.

Fathom provides Adjusted EBITDA, a non-GAAP financial measure, because it offers additional information for monitoring the Company’s cash flow performance. A table providing a reconciliation of Adjusted EBITDA to its most comparable GAAP measure, as well as an explanation of, and important disclosures about, this non-GAAP measure, is included in the tables at the end of this press release.

Guidance/Long-Term Targets

Given the initial success of Elevate, the Company has elected to temporarily suspend guidance while it works with its newly formed Strategy Committee of the Board of Directors to forecast 2025.

Conference Call

Fathom management will hold a conference call today (May 13, 2025) at 5:00 p.m. Eastern time (2:00 p.m. Pacific time) to discuss these financial results.

Toll Free: 888-506-0062
International: 973-528-0011
Passcode: 518591 or ‘Fathom Holdings’

Please call the conference telephone number five minutes prior to the start time. An operator will register your name and organization.

A live audio webcast of the conference call will be available in listen-only mode simultaneously and available via the investor relations section of the Company’s website at www.FathomInc.com. 

A telephone replay of the call will be available through May 27, 2025.

Toll Free: 877-481-4010
International: 919-882-2331
Replay Passcode: 52105

About Fathom Holdings Inc.

Fathom Holdings Inc. is a national, technology-driven, real estate services platform integrating residential brokerage, mortgage, title, and SaaS offerings to brokerages and agents by leveraging its proprietary cloud-based software, intelliAgent. The Company’s brands include Fathom Realty, Encompass Lending, intelliAgent, LiveBy, Real Results, Verus Title, and Cornerstone. For more information, visit www.FathomInc.com. 

Cautionary Note Concerning Forward-Looking Statements

This press release contains “forward-looking statements” that involve risks and uncertainties which we expect will or may occur in the future and may impact our business, financial condition and results of operations. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including: risks associated with general economic conditions, including rising interest rates; its ability to generate positive operational cash flow; risks associated with the Company’s ability to continue achieving significant growth; its ability to continue its growth trajectory while achieving profitability over time; risks related to ongoing and future litigation; and other risks as set forth in the Risk Factors section of the Company’s most recent Form 10-K as filed with the SEC and supplemented from time to time in other Company filings made with the SEC. Copies of Fathom’s Form 10-K and other SEC filings are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Investor Contact:

Dave Gentry, CEO
RedChip Companies, Inc. 1-407-644-4256
FTHM@redchip.com

 

FATHOM HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share data)

 

Three Months Ended

March 31,

2025

2024

UNAUDITED

Revenue

$             93,135

$             70,503

Commission and service costs

85,047

63,637

General and administrative

8,647

9,000

Marketing

1,370

1,201

Technology and development

1,937

1,590

Litigation contingency

4

—

Depreciation and amortization

554

728

Loss from operations

(4,424)

(5,653)

Other expense (income), net

Interest expense, net

156

105

Other nonoperating expense

1,049

152

Other expense, net

1,205

257

Loss before income taxes

(5,629)

(5,910)

Income tax expense

17

17

Net loss

$              (5,646)

$              (5,927)

Net loss per share:

Basic

$                (0.24)

$                (0.31)

Diluted

$                (0.24)

$                (0.31)

Weighted average common shares outstanding:

Basic

23,407,905

19,178,474

Diluted

23,407,905

19,178,474

 

The accompanying notes are an integral part of the condensed consolidated financial statements.

 

FATHOM HOLDINGS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

 

March 31,
2025

December 31,
2024

(UNAUDITED)

ASSETS

Current assets:

Cash and cash equivalents

$                  7,976

$                  7,127

Restricted cash

195

263

Accounts receivable

3,133

3,147

Other receivable – current

3,000

4,000

Mortgage loans held for sale, at fair value

9,508

4,772

Prepaid and other current assets

6,962

5,647

Total current assets

30,774

24,956

Property and equipment, net

1,783

1,854

Lease right of use assets

4,370

3,781

Intangible assets, net

19,561

20,234

Goodwill

21,498

21,498

Other receivable – long-term

3,000

3,000

Other assets

31

74

Total assets

$                81,017

$                75,397

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

$                  5,199

$                  4,305

Accrued and other current liabilities

5,862

4,894

Warehouse lines of credit

9,269

4,556

Lease liability – current portion

1,483

1,237

Long-term debt – current portion

4,158

4,389

Total current liabilities

25,971

19,381

Lease liability, net of current portion

3,818

3,522

Long-term debt, net of current portion

5,086

5,087

Other long-term liabilities

2,727

2,726

Total liabilities

37,602

30,716

Commitments and contingencies (Note 18)

Stockholders’ equity:

Common stock (no par value)

—

—

Additional paid-in capital

142,224

137,844

Accumulated deficit

(98,809)

(93,163)

Total stockholders’ equity

43,415

44,681

Total liabilities and stockholders’ equity

$                81,017

$                75,397

 

The accompanying notes are an integral part of the condensed consolidated financial statements.

 

FATHOM HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in thousands)

 

Three Months Ended March  31, 

2025

2024

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss

$               (5,646)

$               (5,927)

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

1,440

1,480

Non-cash lease expense

357

529

Deferred financing cost amortization

25

—

Gain on sale of mortgages

(1,491)

(1,215)

Stock-based compensation

1,506

2,652

Deferred income taxes

1

5

Change in operating assets and liabilities:

Accounts receivable

15

356

Prepaid and other current assets

(315)

(901)

Other assets

43

8

Accounts payable

893

434

Accrued and other current liabilities

1,089

1,112

Operating lease liabilities

(404)

(566)

Mortgage loans held for sale originations

(54,687)

(49,598)

Proceeds from sale and principal payments on mortgage loans held for sale

51,441

50,684

Net cash used in operating activities

(5,733)

(947)

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of property and equipment

(25)

(1)

Purchase of intangible assets

(670)

(534)

Amounts paid for business and asset acquisitions, net of cash acquired

(120)

—

Other investing activities

—

—

Net cash used in investing activities

(815)

(535)

CASH FLOWS FROM FINANCING ACTIVITIES:

Principal payments on debt

(257)

(148)

Deferred acquisition consideration payments

—

(83)

Borrowings from warehouse lines of credit

54,959

49,440

Repayment on warehouse lines of credit

(50,247)

(49,277)

Proceeds from the issuance of common stock in connection with a public offering

3,043

—

Payment of offering cost in connection with issuance of common stock in connection with public offering

(169)

(28)

Net cash provided by (used in) financing activities

7,329

(96)

Net increase (decrease) in cash, cash equivalents, and restricted cash

782

(1,578)

Cash, cash equivalents, and restricted cash at beginning of period

7,389

7,540

Cash, cash equivalents, and restricted cash at end of period

$                8,171

$                5,962

Supplemental disclosure of cash and non-cash transactions:

Cash paid for interest

$                     90

$                     90

Right of use assets obtained in exchange for new lease liabilities

$                   946

$                1,284

Reconciliation of cash and restricted cash:

Cash and cash equivalents

$                7,976

$                5,682

Restricted cash

195

280

Total cash, cash equivalents, and restricted cash shown in statement of cash flows

$                8,171

$                5,962

 

The accompanying notes are an integral part of the condensed consolidated financial statements.

 

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(UNAUDITED)

(in thousands)

 

Three Months Ended
March 31,

2025

2024

Net loss

$            (5,646)

$            (5,927)

Stock based compensation

1,506

2,652

Depreciation and amortization

1,440

1,480

Litigation contingency

4

—

Other expense, net

1,205

257

Income tax expense

17

17

Adjusted EBITDA

$            (1,474)

$            (1,521)

Note about Non-GAAP Financial Measures

To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we use Adjusted EBITDA, a non-GAAP financial measure, to understand and evaluate our core operating performance. This non-GAAP financial measure, which may be different than similarly titled measures used by other companies, is presented to enhance investors’ overall understanding of our financial performance and should not be considered a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.

We define the non-GAAP financial measure of Adjusted EBITDA as net income (loss), excluding other expense, income tax benefit, depreciation and amortization, share-based compensation expense, gain on sale of business benefit, NAR related litigation contingency expenses and transaction-related cost.

We believe that Adjusted EBITDA provides useful information about our financial performance, enhances the overall understanding of our past performance and future prospects, and allows for greater transparency with respect to a key metric used by our management for financial and operational decision-making. We believe that Adjusted EBITDA helps identify underlying trends in our business that otherwise could be masked by the effect of the expenses that we exclude in Adjusted EBITDA. In particular, we believe the exclusion of share-based compensation expense related to restricted stock awards and stock options and transaction-related costs associated with our acquisition activity provides a useful supplemental measure in evaluating the performance of our operations and provides better transparency into our results of operations. Adjusted EBITDA also excludes other income and expense, net which primarily includes nonrecurring items, such as, gain on debt extinguishment, gain on sale of business, severance costs, and non-cash items representing reserves on certain agent fee collection, if applicable.

We are presenting the non-GAAP measure of Adjusted EBITDA to assist investors in seeing our financial performance through the eyes of management, and because we believe this measure provides an additional tool for investors to use in comparing our core financial performance over multiple periods with other companies in our industry.

Adjusted EBITDA should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. There are a number of limitations related to the use of Adjusted EBITDA compared to net income (loss), the closest comparable GAAP measure. Some of these limitations are that:

Adjusted EBITDA excludes share-based compensation expense related to restricted stock awards, restricted stock unit awards, and stock options, which have been, and will continue to be for the foreseeable future, significant recurring expenses in our business and an important part of our compensation strategy;Adjusted EBITDA excludes transaction-related costs primarily consisting of professional fees and any other costs incurred directly related to acquisition activity, which is an ongoing part of our growth strategy and therefore likely to occur;Adjusted EBITDA excludes certain recurring, non-cash charges such as depreciation and amortization of property and equipment and capitalized software costs, however, the assets being depreciated and amortized may have to be replaced in the future;Adjusted EBITDA excludes the gain on the sale of the business, as this item is non-recurring and not indicative of the company’s core operating performance; andAdjusted EBITDA excludes NAR related litigation expenses, which could continue to be significant recurring expenses in our business until a final settlement has been approved by the court.

 

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SOURCE Fathom Holdings Inc.

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OASE+ and Elsevier Agree Next-Phase Read and Publish Agreement to Expand Open Access Publishing in Japan

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A new three-year term removes the annual cap on open access publishing under the Read and Publish agreement and extends eligibility beyond universities

TOKYO, Oct. 26, 2026 /PRNewswire/ — OASE+ (Open Access for Scholarly Empowerment +), the collective negotiating body established with Japanese government support to advance the country’s national open access policy, and Elsevier, a global leader in advanced information and decision support, have agreed a read-and-publish agreement covering 2027 to 2029.

The agreement further develops the framework established by Elsevier in partnership with the Japan Alliance of University Library Consortia for E-Resources (JUSTICE) for 2024 to 2026. Under this framework Japanese research institutions are able to expand open access publishing at a pace suited to their individual circumstances while maintaining access to scholarly journals.

From 2027, researchers at participating institutions will be able to publish open access in eligible Core Hybrid journals, subject to the terms of the agreement and without an annual cap on the number of open access articles. The decision to publish open access will rest with the researcher and the research itself, giving researchers greater flexibility in choosing open access publishing and greater certainty in meeting their funders’ and institutions’ open access requirements.             

A separate agreement applies the same approach to Cell Press. For institutions that subscribe to Cell Press Hybrid titles, reading access and open access publishing will cover the subscribed titles. The agreement will also have no annual cap on the number of open access articles and run from 2027 to 2029.

The agreement also extends eligibility for the first time beyond universities to national research and development agencies, opening participation to a substantial part of Japan’s publicly funded research base.

Japan is one of the world’s largest producers of scientific research. Wider open access publishing increases the international visibility of that research, supports collaboration across borders, and helps ensure Japanese findings inform science, practice and policy well beyond Japan. It also advances the objectives of the Japanese government’s National Policy on Promoting Open Access to Publicly Funded Scholarly Publications and Scientific Data.

The agreement follows extended discussions between OASE+ and Elsevier and reflects the findings of a survey of the needs of institutes that expressed interest in the Read and Publish agreement, as well as experience gained through the current framework.

Professor Yasuteru Shigeta of the University of Tsukuba, Chair of OASE+, said: “In 2024, OASE was established under the Japanese government’s ‘National Policy on Promoting Open Access to Publicly Funded Scholarly Publications and Scientific Data’. Through collaboration with JUSTICE, OASE has since strengthened its framework as OASE+. This enhanced structure enabled constructive negotiations with Elsevier, building upon the achievements and experience gained through the pilot proposal implemented for JUSTICE through 2026. As a result, we are pleased that researchers will be able to publish open access in Core Hybrid journals without any cap on the number of articles, and that Cell Press Hybrid journals are now also available under a Read and Publish agreement. While there should be multiple valid approaches to advancing open access, we hope that this agreement will serve as one of those pathways and help enhance the visibility of research from Japan to create positive impact.”

Gemma Hersh, Senior Vice President, Sales and Commercial Director, Primary Research, Elsevier, said: “We are delighted that this new agreement with OASE+ will enable us to further develop our long-standing partnership with the Japanese research community. We are grateful to OASE+ and the institutions that expressed interest in the agreement for the collaboration and pragmatism they brought to our discussions, and for helping to establish a framework with broader reach across Japan’s research base. Japan’s research is of global importance, and this agreement will help ensure more of it is openly available to researchers around the world.”

Further information is available from OASE+ and on Elsevier’s open access agreements page.

Notes to editors

A Read and Publish agreement combines, in a single contract, the subscription fees research institutions paid publishers for access to scholarly articles with the fees for publishing articles open access (article publishing charges, or APCs).

Core Hybrid journals are subscription-based journals that also give authors the option to publish individual articles open access. Under the 2027 to 2029 agreement, open access publishing in eligible Core Hybrid journals is available without an annual open access publishing limit.

Cell Press Hybrid journals are subscription-based Cell Press journals that also give authors the option to publish individual articles open access. A companion agreement covering 2027 to 2029 applies to Cell Press Hybrid journals, under which reading access and open access publishing are aligned to the Cell Press Hybrid journals an institution subscribes to, without an annual open access publishing limit.

Institutions that have expressed interest will not necessarily enter into the agreement immediately. Each institution reviews the terms and decides independently whether to participate, and contract commencement dates will vary. Institutions wishing to participate must submit an expression of interest through OASE+. As of October 21, 167 institutions have expressed interest in the agreement with Elsevier.

About OASE+

OASE+ (Open Access for Scholarly Empowerment +) is a team supported by the Japanese government working to establish a collective bargaining framework, led by universities and other research institutions, for negotiations with academic publishers. Through discussions with global academic publishers, OASE+ aims to contribute to the realization of the Japanese government’s National Policy on Promoting Open Access to Publicly Funded Scholarly Publications and Scientific Data.

OASE+ succeeds the activities of OASE, which was established in 2024, and operates as a joint initiative involving the Japan Alliance of University Library Consortia for E-Resources (JUSTICE) and OASE to promote open access to scholarly publications. For more information, visit the OASE+ website.

About Elsevier

Elsevier is a global leader in advanced information and decision support. For over a century, we have been helping advance science and healthcare to advance human progress. We support academic and corporate research communities, doctors, nurses, future healthcare professionals, and educators across 170 countries in their vital work. We help impact makers achieve better outcomes with research and clinical-grade solutions built on the world’s leading evidence-based scientific and medical content, precision AI, and expert human assessment. We champion inclusion and sustainability, working with the communities that we serve. The Elsevier Foundation supports research and health partnerships around the world.

Elsevier is part of RELX, a global provider of information-based analytics and decision tools for professional and business customers. For more information, visit www.elsevier.com and follow us on social media @elsevierconnect.

 

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uSMART and PIVOT Fintech Introduce GlobalSave Portfolios Balanced Strategy on FollowSmart

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SINGAPORE, Oct. 26, 2026 /PRNewswire/ — uSMART Securities (Singapore) Pte. Ltd. (“uSMART”) has announced the addition of the PIVOT- GlobalSave Portfolios Balanced Strategy to its FollowSmart platform. Managed by PIVOT Fintech Pte. Ltd. (“PIVOT”), the strategy is being made available through uSMART’s digital platform as part of the companies’ collaboration to provide investors with access to professionally managed investment strategies. Investors can find information about available strategies via the uSMART App at uSMART Securities. 

Streamlining Operations for Fund Management Companies

Offering professionally managed investment strategies to a wider investor base can involve significant technology, operational and client servicing requirements. FollowSmart provides a digital workflow supporting account onboarding, trade implementation, position monitoring, valuation and client reporting. The platform is designed to help investment managers handle these operational processes while focusing on portfolio management.

Empowering Investors with a Digital Marketplace

For individual investors, FollowSmart provides a digital platform for exploring professionally managed investment strategies. Available strategies span different asset classes, global markets and risk profiles. Users can review information such as investment philosophy, historical performance and the credentials of the management team, and monitor their portfolios over time. These features may help investors assess which available strategies are relevant to their own objectives and circumstances.

The PIVOT- GlobalSave Portfolios Balanced Strategy

uSMART is acting as an authorized distributor of the PIVOT- GlobalSave Portfolios Balanced Strategy, which is managed by MAS-regulated PIVOT Fintech. The investment team is led by Victor Lye. The strategy uses a quantitative investment approach informed by Modern Portfolio Theory (MPT). It invests in U.S.-listed ETFs across equities, fixed income, commodities and real estate to build globally diversified portfolios. Asset allocation weights are adjusted in response to macroeconomic trends, with the objective of balancing expected returns and risk for medium- to long-term investors.

Expanding the FollowSmart Ecosystem

The addition of PIVOT Fintech is part of uSMART’s ongoing development of the FollowSmart platform and its network of investment managers. Other strategies recently added to the platform include the Global Quantitative Core Growth Strategy by Sunova Capital Management and the JMC Absolute Return Strategy by JMC Capital Asset Management. Together, these offerings provide investors with access to a range of professionally managed investment approaches.

About uSMART Securities (Singapore) Pte Ltd – uSMART Securities (Singapore) Pte Ltd, established on March 22, 2021, is the Singapore entity under uSMART Group (uSmart Holding Ltd.). The company holds a Capital Markets Services (CMS) Licence (Licence No. CMS101161) regulated by the Monetary Authority of Singapore (MAS). Based in Singapore, it provides financial services through the uSMART platform. Its products include US, Hong Kong, Singapore, Japan and UK stocks, options, futures, ETFs, funds, Contracts for Difference (CFDs) and forex products. Its services include trading tools, client account services, risk management arrangements and segregated client fund accounts.

About PIVOT Fintech – PIVOT Fintech Pte. Ltd. (UEN 201716150D) holds a Capital Markets Services Licence (CMS100806) regulated by the Monetary Authority of Singapore and serves as the Investment Manager of the Strategy. PIVOT’s investment team is led by its founder, Victor Lye, who has over 35 years of senior leadership experience across wealth management, insurance, fintech, and artificial intelligence. He holds a First-Class Honours Degree in Economics and Accounting from the University of Adelaide and is a Chartered Financial Analyst (CFA) and Certified Financial Planner (CFP).

Risk Disclaimer – Investment involves risks. Past performance is not indicative of future performance. Investors should carefully consider their investment objectives, financial situation and risk tolerance before making any investment decision. This material is provided for information and reference purposes only and does not constitute an offer, solicitation, recommendation or investment advice. This advertisement has not been reviewed by the Monetary Authority of Singapore.

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SOURCE uSMART Securities (Singapore) Pte Ltd

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FFR to Hold Listing Ceremony and Investor Day on October 26; FFAI Announces Rescheduling of YT Jia’s Investor Weekly Report to October 26

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Faraday Future announced that this week’s Investor Weekly Report from FF Founder and Global CEO YT Jia has been rescheduled to October 26.FF EAI Robotics Ecosystem Inc. (NASDAQ: FFR) will hold its Listing Ceremony and Investor Day on October 26.FFR management will outline the company’s future strategic direction and business plans and engage with investors in attendance.The full event video will be available at 5:00 p.m. ET on October 26 at: https://www.ff.com/us/

LOS ANGELES, Oct. 25, 2026 /PRNewswire/ — FF EAI Robotics Ecosystem Inc. (NASDAQ: FFR) (“FFR” or the “Company”), a U.S.-listed Embodied AI (“EAI“) robotics ecosystem company, today highlighted an update from Faraday Future Intelligent Electric Inc. (NASDAQ: FFAI) (“Faraday Future” or “FF“) that this week’s Investor Weekly Report from FF Founder and Global CEO YT Jia has been rescheduled to October 26.

FF EAI Robotics Ecosystem Inc. (NASDAQ: FFR) will hold its Listing Ceremony and Investor Day on October 26, 2026. During the event, FFR management will outline the company’s future strategic direction and business plans and engage with investors in attendance.

The full event video will be available at 5:00 p.m. ET on October 26 at: https://www.ff.com/us/

About FF EAI Robotics Ecosystem Inc.  

FF EAI Robotics Ecosystem Inc. (NASDAQ: FFR) (renamed from AIxCrypto Holdings, Inc. and AIXC, effective September 30, 2026) is a U.S.-based Embodied AI (EAI) robotics company that is in the process of acquiring the FF EAI Robotics business. Upon completion of the acquisition, the Company will focus on the research and development, manufacturing, commercialization, and deployment of intelligent robotic technologies, products, and industry solutions.    

The Company is committed to building a “Four-Core Full-Stack” AI ecosystem covering the full lifecycle of robotics, consisting of EAI Brain & Developer Platform, EAI Devices, Industry Productivity Solutions, and EAI Data Factory. Guided by the technology and product philosophy of “One Brain, Multi-forms, Multi-capabilities,” the Company aims to empower humanoid, biomimetic, and other robotic form factors through a unified EAI Brain, while continuously expanding their multi-task and multi-scenario capabilities. The ecosystem is designed to support the full robotics lifecycle, including R&D, deployment, data collection and training, operations, and commercial applications.    

The FF EAI Robotics business has already achieved commercial deliveries of humanoid and biomimetic robotic products. Through its multi-form-factor robotic products, EAI technology platform, closed-loop data capabilities, and industry solutions, the business continues to advance the scaled adoption of robotics across real-world applications. The Company also operates RoboShare, a robot-sharing and services platform designed to connect robotic assets, service capabilities, customer demand, and ecosystem partners, further strengthening its robotics commercialization and service ecosystem.   

For more information, visit www.ff.com.   

ABOUT FARADAY FUTURE

Founded in 2014, Faraday Future (FF) is a U.S.-based Physical AI ecosystem company dedicated to reshaping the future of robotics and mobility solutions through AI innovation and technologies. FF focuses on two major product strategies within the Embodied AI (EAI) robotics business: EAI humanoid and bionic robots, and EAI automotive-focused robots. By building a “Four-Core Full-Stack AI” ecosystem of EAI Brain and Developer Platform, EAI Devices, Industry Productivity Solutions and EAI Data Factory, FF aims to create an evolutionary flywheel: scaled device delivery, data collection and training, continuous evolution of the EAI Brain, stronger product capability, and even larger-scale delivery and deployment. Through this flywheel, FF seeks to maximize its commercial value and lead to the advancement of Physical AI. For more information, please visit Faraday Future’s official website: https://www.ff.com/

FFR Forward-Looking Statements 

This communication, including any presentation, press release, investor materials or other document of which it forms a part (this “Communication”), contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, as amended, and other securities laws, regarding FF EAI Robotics Ecosystem Inc. (“FFR,” the “Company,” “us,” “our,” or “we”) and our industry. All statements, whether written or oral, other than statements of historical fact, including any financial projections and any statements regarding future events, our strategy, our transition to robotics operations, our plans for RoboShare, our digital asset disposition plans, the proposed acquisition of the FF EAI Robotics business, the projections referenced in this communication, our name and ticker change, any related financing, and the anticipated benefits and timing of the foregoing, our objectives, expectations, or anticipated actions or results, are forward-looking statements. You can often identify forward-looking statements by words such as “may,” “might,” “will,” “shall,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” “goal,” “objective,” “seeks,” “likely,” or “continue,” or the negative of these terms or other similar expressions; the absence of these words does not mean a statement is not forward-looking. These statements reflect our current expectations and projections about future events as of the date of this Communication and are necessarily based on estimates and assumptions that, while considered reasonable by management, are inherently uncertain. FFR can give no assurance that such forward-looking statements or financial projections will prove to be correct.

Actual results may differ materially from those expressed or implied by these forward-looking statements as a result of numerous risks and uncertainties, both general and specific, including, but not limited to: 

The proposed acquisition transaction and PIPE. The definitive agreements may be terminated in accordance with their terms, and the proposed transactions may not be completed on the terms described or at all; the conditions to closing, including the completion of FFAI’s internal restructuring of the robotics business, the execution of key employee agreements and other customary conditions, and the parties’ ability to satisfy them; the risk that the stockholder approval required under Nasdaq listing rules for the conversion of the preferred stock issued as consideration is not obtained or is delayed, and the effect of the conversion restrictions and the information statement process on the timing of conversion; the timing of the transaction and the costs of pursuing it; the issuance of a substantial number of shares as consideration and the resulting dilution to existing stockholders; the fact that the counterparty is our controlling stockholder, that it will hold a substantial majority of our outstanding shares following closing, that certain members of management serve both companies, and the conflicts of interest inherent in the transaction; the risk that the agreed valuations do not reflect the market value of our shares or of the acquired business; our dependence on the counterparty for transition, supply and support following any closing; the scope and enforceability of the non-competition and governance arrangements; the consequences of the transaction under Nasdaq listing rules, including the possibility that Nasdaq determines that the transaction requires us to satisfy initial listing requirements in connection with a business combination, change of control or change in the nature of our business; the risk that the PIPE financing, on which the transaction is not conditioned, is not completed on the anticipated terms or at all; the risk of litigation relating to the transaction; our ability to integrate and operate the acquired business; and the risk that the acquired business performs differently than anticipated. 

Projections. The projections referenced in this communication were prepared by FFAI management for the FF EAI Robotics business on a standalone basis and do not reflect our existing business, transaction-related expenses or the combined company. We have not independently verified them or adopted them as guidance. They were not prepared with a view toward public disclosure or toward compliance with the published guidelines of the Securities and Exchange Commission or the American Institute of Certified Public Accountants regarding prospective financial information, and no independent registered public accounting firm has examined, compiled or performed any procedures with respect to them, and none expresses an opinion or any other form of assurance with respect to them. The projections reflect estimates and assumptions that are inherently uncertain and subject to change, including through due diligence and the review of our special committee and its financial advisor. Actual results are likely to differ, and may differ materially. 

Liquidity, capital and going concern. Our limited cash and liquidity position and our history of operating losses and negative operating cash flow; substantial doubt regarding our ability to continue as a going concern, as described in our periodic reports; our need to obtain additional financing on acceptable terms or at all, and the substantial dilution to existing stockholders that additional financing may cause, including any financing completed in connection with the proposed transaction, which may not be completed or may be on less favorable terms than anticipated; our ability to fund operations pending and following the disposition of our digital asset positions; and our ability to satisfy the continued listing requirements of The Nasdaq Stock Market, including stockholders’ equity, minimum bid price and other applicable standards. 

Our strategic transition and the disposition of digital assets. Risks associated with a fundamental shift in our business strategy and the redeployment of resources from a digital asset treasury strategy to robotics operations; our ability to execute the disposition of our digital asset positions in an orderly manner and on acceptable terms; the risk that amounts realized on disposition are materially less than carrying value as a result of price volatility, market depth, execution timing, custody or transfer constraints, or other limitations; tax, accounting and regulatory consequences of the dispositions; the continued volatility and regulatory uncertainty associated with digital assets and cryptocurrencies during the wind-down period; the concentration of a substantial portion of our assets in a single equity investment, including an investment in a related party, and the illiquidity, valuation uncertainty, holding-period and transfer restrictions associated with that investment; and risks arising from our relationships and agreements with related parties and significant stockholders.  

Our robotics operations business. Our limited operating history in robotics operations and commercialization and the absence of a meaningful revenue history; the early stage of RoboShare and the risk that customer demand, repeat demand, pricing, utilization or unit economics do not develop as anticipated; our dependence on a small number of customers, on a single initial geographic market, and on individual events or engagements, and the risk that the loss of, or a change in the terms of, any such relationship has a disproportionate effect; our dependence on third-party robot owners, operators, suppliers, original equipment manufacturers and local partners, and on their willingness to make robots available on our platform; risks relating to the availability, cost, quality, maintenance, transport, insurance and technological obsolescence of robots and related equipment, and to supply chains, tariffs and trade measures affecting them; and our ability to expand into additional markets and to attract and retain participants on both sides of our marketplace. 

Operations, safety and liability. Risks of property damage, personal injury or death arising from the operation of humanoid robots, quadrupeds and other autonomous or semi-autonomous machines in proximity to performers, employees, guests and the public, including at live events and in uncontrolled environments; product liability, premises liability, negligence and related claims and the adequacy, scope, availability and cost of our insurance coverage and of contractual indemnities from customers, owners and suppliers; the allocation of responsibility among us, robot owners, venues, event producers and customers; permitting, licensing, occupational safety and event-specific regulatory requirements; and the reputational consequences of any safety incident. 

Technology, data and intellectual property. Systems, network, telecommunications or service disruptions, failures, defects or cyber-attacks; the performance, reliability and autonomy limitations of robotic systems and of the software, models and networks that support them; our collection, use, storage, transmission and protection of personal information, including images and any biometric or biometric-adjacent data captured in the course of robot deployments, and evolving privacy, biometric and artificial intelligence laws and regulations across the jurisdictions in which we operate or intend to operate; our ability to obtain, maintain, protect and enforce our intellectual property rights and to defend against third-party claims of infringement or misappropriation; and our reliance on third-party technology, platforms and licenses. 

Legal, regulatory and general. The regulated industries and jurisdictions in which we operate; current or future laws or regulations and new interpretations of existing laws or regulations, including those applicable to digital assets, robotics, autonomous systems, consumer protection, advertising and endorsements; the risk that our marketplace arrangements, or the manner in which they are described, are characterized differently than we intend by regulators or courts; the failure of counterparties to perform their contractual obligations; litigation, regulatory inquiries, investigations and enforcement actions, and their costs and outcomes; business, economic, market and capital-market conditions; competition in our industry; changes in market demand for, and the pricing of, our products and services; our ability to define, design and release new products and services in a timely manner that meet customer needs; our ability to attract, retain and motivate qualified personnel, including key management; our ability to manage our growth and our transition; and our ability to maintain effective internal control over financial reporting and disclosure controls and procedures. 

This list of factors is not exhaustive. Additional risks and uncertainties are described more fully in our filings with the U.S. Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-K for the year ended December 31, 2025, our Quarterly Reports on Form 10-Q, and our subsequent filings, which are available on the SEC’s website at www.sec.gov. Investors are urged to review the liquidity, capital resources and going concern disclosures contained in those reports.  

The forward-looking statements in this Communication speak only as of the date hereof. Except as required by law, neither FFR nor any other person undertakes any obligation to update or revise any forward-looking statement or financial projection set out herein, whether as a result of new information, future events or otherwise. This Communication is provided for informational purposes only, does not constitute an offer to sell or the solicitation of an offer to buy any security, and does not constitute investment, tax or legal advice or any investment recommendation, and does not take into account the investment objectives or financial situation of any person. FFR reserves the right to amend or replace the information contained herein, in whole or in part, at any time, and undertakes no obligation to notify any recipient thereof. Readers are cautioned not to place undue reliance on these forward-looking statements. This caution is made under, and these forward-looking statements are intended to be covered by, the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995.

FFAI FORWARD LOOKING STATEMENTS 

Important factors that may affect actual results or outcomes include, among others: the Company’s ability to continue as a going concern and improve its liquidity and financial position; the Company’s ability to pay its outstanding obligations, which it currently lacks; the availability of sufficient share capital to meet its current obligations and execute on its strategy; the willingness of convertible debt investors to fund the Company; demand for the Company’s robotics products; competition in the robotics industry, which includes companies with far superior experience, funding and name recognition; the ability of the Company to build an EAI education ecosystem that serves both the B2C consumer market and the B2B institutional education market; the acceptance by teachers and students of the Company’s robotics products in the education market; the ability of the Company to expand into additional markets for its robotics products; the Company’s reliance on a single OEM for most of its robotics products; the Company’s reliance on Chinese OEMs for all of its robotics products; the possibility of the federal government banning imports of Chinese robotics products; the Company’s ability to get the planned robotics products to comply with all applicable U.S. rules and regulations; the ability of the robotics OEM to timely supply robotics to the Company; tariff uncertainty for imported products, particularly from China; the ability of the Company to close its transaction with FF EAI Robotics Ecosystem Inc. (FFR) for the sale of its robotics business; demand from automobile dealers for robotics products; the Company’s ability to homologate FX vehicles for sale; the Company’s ability to secure the necessary funding to execute on the FX strategy, which is substantial; the Company’s ability to secure an occupancy certificate covering all of its Hanford facility; the Company’s ability to remediate its material weaknesses in internal control over financial reporting and the risks related to the restatement of previously issued consolidated financial statements; the Company’s limited operating history and the significant barriers to growth it faces; the Company’s history of substantial losses and expectation of continued losses; the success of the Company’s payroll expense reduction plan; the Company’s ability to execute on its plans to develop and market its vehicles and the timing of these development programs; the Company’s ability to execute on its plans to enter the robotaxi and cybercab industries; the Company’s estimates of the size of the markets for its vehicles and cost to bring those vehicles to market; the rate and degree of market acceptance of the Company’s vehicles; the Company’s ability to cover future warranty claims; the success of other competing manufacturers; the performance and security of the Company’s vehicles; current and potential litigation involving the Company; the Company’s ability to receive funds from, satisfy the conditions precedent of and close on the various financings described elsewhere by the Company; the result of future financing efforts, the failure of any of which could result in the Company seeking protection under the Bankruptcy Code; the Company’s indebtedness; the Company’s ability to use its “at-the-market” program; insurance coverage; general economic and market conditions impacting demand for the Company’s products; potential negative impacts of a reverse stock split; potential cost, headcount and salary reduction actions may not be sufficient or may not achieve their expected results; circumstances outside of the Company’s control, such as natural disasters, climate change, health epidemics and pandemics, terrorist attacks, and civil unrest; risks related to the Company’s operations in China; the success of the Company’s remedial measures taken in response to the Special Committee findings; the Company’s dependence on its suppliers and contract manufacturer; the Company’s ability to develop and protect its technologies; the Company’s ability to protect against cybersecurity risks; and the ability of the Company to attract and retain employees, any adverse developments in existing legal proceedings or the initiation of new legal proceedings; the volatility of the Company’s stock price; the ability of the Company to maintain its stock price above $1.00; and the ability of the Company to maintain compliance with Nasdaq regulations for continued listing. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the Company’s Form 10-Q for the quarter ended June 30, 2026, filed with the SEC on August 13, 2026; the quarter ended March 31, 2026, filed with the SEC on May 14, 2026; and Form 10-K filed with the SEC on March 31, 2026, and other documents filed by the Company from time to time with the SEC.  

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SOURCE FF EAI Robotics Ecosystem Inc.

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