The deal that would have put a national real estate brokerage inside the company that used to be Bed Bath & Beyond is dead, and so is the restructured version of it the two sides floated less than two weeks ago.
Fathom Holdings Inc. (Nasdaq: FTHM) and Neighborhood Intelligence, Inc. (Nasdaq: NXH) said on Oct. 5, 2026 that their boards had mutually agreed to terminate the merger agreement between them. The release carries a joint Cary, N.C., and Nashville, Tenn., dateline and went out at 7:01 a.m. Eastern.
The stated reason is price. “After careful consideration of the proposed transaction,” the companies said, both boards concluded that proceeding at current valuations “would not appropriately reflect the fair value of either company for its shareholders.” The timing, they said, is not right to combine the businesses.
Two deals died, not one
The agreement being torn up is the all-stock transaction announced on June 17, 2026, when Neighborhood Intelligence still traded as Bed Bath & Beyond, Inc. That deal implied an equity value of roughly $53.38 million for Fathom and set an exchange ratio of 0.2236 Bed Bath & Beyond shares for each Fathom share, subject to closing adjustments. It was pitched as the engine of an “Everything Home” strategy built on three pillars — Homeownership & Transactions, Omnichannel Commerce and Home Services — with Fathom supplying brokerage, mortgage, title and insurance capability.
That structure had already been abandoned once. As RealtyWire reported on Sept. 25, the companies said a day earlier that they were exploring an inverted deal in which Neighborhood would hand Fathom a package of digital assets — a roughly 38.8% direct and indirect interest in tZERO Group, Inc., Medici-related fund assets and a stake in GrainChain, Inc., ascribed no less than $130 million in value — in exchange for newly issued Fathom shares and a controlling position in the brokerage. Nothing had been signed.
The Oct. 5 release closes that door too. Following a board and management review and discussions with shareholders, Neighborhood Intelligence said it determined that keeping 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 said it remains encouraged by tZERO’s progress and believes tZERO should keep executing its strategic plan while NXH holds its position. The companies were careful to present that as a separate conclusion: the decision on the blockchain assets, the release says, “is independent of the companies’ decision not to proceed with a merger at this time.”
What the two sides said
“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.”
Marcus Lemonis, chairman and chief executive officer of Neighborhood Intelligence, framed the blockchain decision as the product of shareholder feedback. “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,” he said, adding that NXH “remain[s] supportive of Fathom’s progress.”
A partnership instead of a combination
Both companies say they will stay independent and focused on their own operating priorities, while continuing to look for ways to work together. The areas named are data sharing and the use of each side’s complementary businesses, technology and relationships — all of it subject to agreements that do not yet exist.
One detail worth noting sits in the release’s risk disclosures rather than its body: among the uncertainties listed are risks tied to Fathom’s outstanding senior secured convertible note and its subordinated secured bridge note to NXH, including Fathom’s ability to repay or refinance them. The two companies are walking away from a merger, but they are not financially unentangled, and the release also flags costs incurred in connection with the proposed merger and its termination.
Fathom describes itself as a national, technology-driven real estate services platform spanning residential brokerage, mortgage, title and software through its cloud-based intelliAgent system, with brands including Fathom Realty, Encompass Lending, Real Results, MHG and Verus Title. NXH, previously Bed Bath & Beyond, Inc., describes itself as a data and technology company organized around omni-channel retail, home services and home ownership, with a portfolio that includes Bed Bath & Beyond, Overstock, buybuy BABY, Kirkland’s, The Container Store, Elfa and Closet Works.
For Fathom’s agents, the practical effect is that the brokerage goes back to being a standalone public company pursuing its own plan, under the interim leadership installed alongside the June announcement, when board member Adam Rothstein was named interim chief executive and vice president of finance Daniel Weinmann was elevated to chief financial officer. The contrast with the rest of the year’s brokerage consolidation is sharp: the Real and RE/MAX combination closed in August, while this one has now collapsed in two different structures. Further brokerage and agent coverage follows the next filings from both companies.
