Linkhome (LHAI) to buy Mortgage One Group with stock and earnout

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Linkhome Holdings Inc. has entered a definitive Stock Purchase Agreement to acquire 100% of Constant Investments, Inc., doing business as Mortgage One Group. Consideration includes 300,000 shares of Linkhome common stock plus a performance-based cash earnout of up to $750,000.

The earnout will equal 0.25% of funded loan volume over the two years after closing, subject to the cap. Linkhome will also pay $250,000 in aggregate consulting fees over a two-year transition period and obtain restrictive non-compete and non-solicitation covenants from the sellers. Closing is subject to customary conditions and targeted on or before July 1, 2026.

Insights

Linkhome adds mortgage platform with stock and earnout-based deal.

Linkhome plans to buy Mortgage One Group by issuing 300,000 shares and offering an earnout of up to $750,000 tied to two years of mortgage origination volume. A further $250,000 in consulting fees supports transition and integration.

Mortgage One Group brings eight branches, 18 state licenses (eight active), about 30 loan officers, nine loan managers, and an $18 million warehouse line of credit. Non-competition and non-solicitation covenants aim to preserve the acquired business while Linkhome deploys its AI platform into loan processing and underwriting assistance.

The transaction is subject to customary closing conditions and an amended outside date of July 1, 2026, with no dependency on completion of a second-round financing. Subsequent company filings may provide more detail on financial contribution, integration progress, and expansion of AI-enabled products.

8-K Event Classification

3 items: 1.01, 7.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Stock consideration: 300,000 shares Earnout cap: $750,000 cash Earnout rate: 0.25% of funded loan volume +5 more

8 metrics

Stock consideration 300,000 shares Linkhome common stock issued as acquisition consideration at closing

Earnout cap $750,000 cash Maximum performance-based earnout over two years post-closing

Earnout rate 0.25% of funded loan volume Applied to Mortgage One Group originations over two years

Consulting compensation $250,000 cash Aggregate fees to sellers over two-year transition period

Warehouse line $18 million Mortgage One Group existing warehouse line of credit

Branch offices 8 branches Mortgage One Group operational footprint

State licenses 18 licenses Mortgage lending licenses, including eight currently active

Staffing 30 loan officers, 9 managers Mortgage One Group team composition

Key Terms

Stock Purchase Agreement, earnout, restricted securities, non-competition, +2 more

6 terms

Stock Purchase Agreement financial

"entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with Constant Investments, Inc."

A stock purchase agreement is a legal contract that sets the terms for buying or selling shares, specifying the price, number of shares, how payment is made, and any conditions or promises each side must meet. It matters to investors because it defines who owns what, when ownership changes, and what protections or obligations attach to the deal—think of it as a detailed receipt plus the house rules that determine the financial risks and benefits of the transaction.

earnout financial

"right to receive an earnout of up to $750,000 in cash (the “Earnout Cap”)"

An earnout is a financial agreement in which part of the purchase price for a business is paid later, based on the company's future performance. It acts like a bonus system, where sellers earn extra money if the business hits certain goals, aligning their interests with the buyer’s success. Investors pay attention to earnouts because they influence the total deal value and can affect the company's future financial health.

restricted securities regulatory

"The Stock Consideration will be issued as “restricted securities” in accordance with Section 4(a)(2)"

Restricted securities are shares or other investment instruments that come with legal or contractual limits on when and how they can be sold, like stock given to founders or bought in a private offering. Think of them as assets in a locked box that can’t be freely traded until certain conditions — such as a waiting period, company registration, or specific approvals — are met. For investors this matters because restricted securities are less liquid and can affect timing, price, and perceived value when they eventually enter the market.

non-competition financial

"will include customary non-competition, non-solicitation, and confidentiality covenants"

A non-competition is a contractual restriction that prevents a person or business from starting or working in a competing business within a specified time and geographic area after leaving a job or completing a transaction. It matters to investors because it acts like a temporary fence around customers, trade secrets and know‑how, helping protect future revenue and company value; weak or unenforceable restrictions can increase the risk of customer loss and competitive erosion.

warehouse line of credit financial

"and currently has an $18 million warehouse line of credit"

A warehouse line of credit is a short-term loan that a lender provides to a company or a smaller lender to fund inventory, loans, or goods before those assets are sold or packaged into a longer-term financing product. It matters to investors because it smooths cash flow and supports growth—like a bridge loan for stock—so problems with the line can signal liquidity stress and affect a company’s ability to operate or expand.

forward-looking statements regulatory

"This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Understanding 8-K Material Events →

05/13/2026 - 04:30 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

May 8, 2026

Date of Report (Date of earliest event reported)

Linkhome Holdings Inc.

(Exact name of registrant as specified in its charter)

Nevada

001-42652

93-4316797

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

17901 Von Karman Ave, Ste 450

Irvine, CA

92614

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (800) 680-9158

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, Par Value $0.001		LHAI		The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On May 8, 2026, Linkhome Holdings Inc. (the “Company” or “Linkhome”) entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with Constant Investments, Inc., a Texas corporation doing business as Mortgage One Group (the “Target”), and Jun Choi and Richard Tak, the sole shareholders of the Target (the “Sellers”). Pursuant to the Stock Purchase Agreement, Linkhome will acquire from the Sellers all of the issued and outstanding shares of the Target, resulting in Linkhome owning 100% of the Target’s shares.

The aggregate consideration for the acquisition consists of the issuance by Linkhome of 300,000 shares of its common stock, par value $0.001 per share (the “Stock Consideration”) to the Sellers at closing, together with the Sellers’ right to receive an earnout of up to $750,000 in cash (the “Earnout Cap”), contingent on the post-closing performance of the Target’s mortgage origination business over a two-year period. The Stock Consideration will be issued as “restricted securities” in accordance with Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506(b) of Regulation D promulgated thereunder. The earnout, if and to the extent earned, will be calculated at a rate of twenty-five (25) basis points (0.25%) of funded loan volume originated by the Target during the two-year period following the closing, subject to the Earnout Cap and conditions as set forth in the Stock Purchase Agreement.

In connection with the transaction, Linkhome has also agreed to entered into consulting agreements with each of the Sellers (the “Consulting Agreements”), under which the Sellers will provide transition support, business continuity, and operational assistance during the two-year period following closing (the “Transition Period”). As compensation for these services, the Sellers will receive in the aggregate $250,000 in cash as consulting compensation, payable in equal monthly installments over the Transition Period. The Consulting Compensation is subject to the terms and conditions set forth in the Consulting Agreements, which are being entered into concurrently with closing.

Additionally, as a condition to closing, each Seller will execute a restrictive covenant agreement in a form reasonably acceptable to Linkhome (each a “Restrictive Covenant Agreement”). The Restrictive Covenant Agreements will include customary non-competition, non-solicitation, and confidentiality covenants that restrict the Sellers’ ability to compete with the acquired business, solicit employees or customers, or disclose confidential information for specified periods following the closing.

The Stock Purchase Agreement contains customary representations, warranties, covenants, and indemnities of the parties, including non-competition and non-solicitation provisions applicable to the Sellers. The closing of the transaction is subject to customary closing conditions and is expected to be on or before May 31, 2026 (the “Closing Date”), subject to satisfaction of closing conditions.

On May 12, 2026, Linkhome, the Target, and the Sellers entered into Amendment No. 1 to the Stock Purchase Agreement (the “Amendment”). The Amendment extends the target Closing Date to July 1, 2026. The Amendment also clarifies that completion of the Buyer’s second-round financing is not a condition to the Sellers’ obligations to close.

A copy of the Stock Purchase Agreement is filed as Exhibit 10.1 and a copy of the Amendment is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Stock Purchase Agreement and the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Agreement and the Amendment.

Item 7.01 Regulation FD Disclosure.

On May 12, 2026, the Company issued a press release announcing the Company’s entry into the Stock Purchase Agreement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Item 7.01 (including the exhibits) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act, or the Exchange Act.

Forward-Looking Statements

Certain statements in this Current Report on Form 8-K are forward-looking statements for purposes of the safe harbor provisions under the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include, among others, statements regarding the expected closing and operational effectiveness of the proposed acquisition; anticipated benefits, synergies, and opportunities of the transaction; integration plans and timing; expectations regarding the deployment and impact of artificial intelligence in mortgage operations; the nationwide expansion of Linkhome’s housing finance programs, including its Cash Offer and Buy Before Sell programs; planned applications for additional state mortgage licenses; and the future business, financial condition, and operating results of Linkhome and the combined company. In some cases, forward-looking statements can be identified by terms such as “may,” “will,” “should,” “design,” “target,” “aim,” “hope,” “expect,” “could,” “intend,” “plan,” “anticipate,” “estimate,” “believe,” “continue,” “predict,” “project,” “potential,” “goal,” or other words that convey the uncertainty of future events or outcomes. These statements relate to future events or to Linkhome Holdings Inc.’s future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause Linkhome Holdings Inc.’s actual results, levels of activity, performance, or achievements to be different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond Linkhome Holdings Inc.’s control and which could, and likely will, affect actual results, levels of activity, performance or achievements. Some of the risks and uncertainties, although not all risks and uncertainties, that could cause the Company’s actual results to differ materially from those presented in its forward-looking statements are set forth in the “Risk Factors” section in the Company’s Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q, and all of its other filings with the U.S. Securities and Exchange Commission, as such risks, uncertainties and other important factors may be updated from time to time in the Company’s subsequent reports. Any forward-looking statement reflects Linkhome Holdings Inc.’s current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to Linkhome Holdings Inc.’s operations, results of operations, growth strategy and liquidity.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.		Description
10.1		Stock Purchase Agreement, dated May 8, 2026, by and among Linkhome Holdings Inc., Constant Investments, Inc. and Jun Choi and Richard Tak.
10.2		Amendment No. 1 to Stock Purchase Agreement, dated May 12, 2026, by and among Linkhome Holdings Inc., Constant Investments, Inc. and Jun Choi and Richard Tak.
99.1		Press release dated May 12, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 13, 2026

Linkhome Holdings Inc.

By:	/s/ Bill Qin
Name:	Bill Qin
Title:	Chief Executive Officer

Exhibit 99.1

Linkhome Holdings Inc. Enters Definitive Agreement to Acquire Mortgage One Group

IRVINE, Calif, May 12, 2026 (GLOBE NEWSWIRE) -- Linkhome Holdings Inc. (the “Company” or “Linkhome”) (Nasdaq: LHAI), an AI-driven real estate and fintech platform, today announced that it has entered into a definitive agreement to acquire 100% of the equity interests of Constant Investments, Inc., doing business as Mortgage One Group, a full-service mortgage lending company with operations across multiple U.S. states. Subject to customary closing conditions, the transaction is subject to customary closing conditions, and is expected to close on or before July 1,2026.

This acquisition is expected to combine Mortgage One Group’s licensed lending infrastructure with Linkhome’s proprietary AI capabilities, with the goal of building one of the technology industry’s most integrated AI-powered platforms for real estate, mortgage origination, and consumer home financing.

Mortgage One Group operates through eight branch offices, holds mortgage lending licenses in 18 U.S. states (including eight currently active state licenses), has a team of approximately 30 loan officers and nine loan managers, and currently has an $18 million warehouse line of credit.

By bringing together Mortgage One Group’s established lending platform with Linkhome’s AI technology stack, Linkhome aims to deliver a faster, more transparent, and more scalable mortgage experience for homebuyers across the United States. Following the closing of the proposed transaction, Linkhome intends to deploy its proprietary AI across loan processing, underwriting assistance, borrower communication, and operational automation, with the goal of reducing friction throughout the home financing journey.

Building on Mortgage One Group’s existing 18-state license portfolio and eight active state licenses, Linkhome plans to apply for additional state licenses following the closing, with the long-term objective of expanding mortgage and housing finance operations nationwide. The combined platform is also intended to accelerate the nationwide rollout of Linkhome’s AI-powered Cash Offer and Buy Before Sell programs, which are designed to help homebuyers improve purchasing power and reduce financing-related delays in competitive housing markets. Together, these initiatives are expected to advance Linkhome’s long-term strategy of building a unified AI-powered platform across real estate brokerage, mortgage origination, and consumer financial technology.

“This is a defining moment in Linkhome’s journey to redefine how Americans buy, sell, and finance their homes,” said Zhen (Bill) Qin, Chief Executive Officer of Linkhome. “Mortgage One Group brings us a talented team, an established multi-state lending platform, and a foundation we believe is well-suited for the AI-driven future of housing finance.”

“By combining Mortgage One Group’s lending capabilities with Linkhome’s AI technology, we expect to deliver a faster, smarter, and more transparent mortgage experience — and to bring our Cash Offer and Buy Before Sell programs to homebuyers across the country,” Mr. Qin added. “We are committed to helping more Americans achieve the dream of homeownership.”

Additional information regarding the transaction will be set forth in a Current Report on Form 8-K to be filed by the Company with the U.S. Securities and Exchange Commission (SEC).

Integration planning is currently underway, and the Company intends to provide further updates following the closing of the transaction.

About Linkhome Holdings Inc.

Linkhome Holdings Inc. (Nasdaq: LHAI) is an AI-driven real estate and fintech company focused on integrating artificial intelligence with real estate transactions, mortgage services, and financial technology solutions. The Company provides AI-powered property search tools, real estate brokerage services, transaction solutions, and technology-enabled financial services across the United States. For more information, visit www.linkhome.com.

About Mortgage One Group

Constant Investments, Inc., doing business as Mortgage One Group, is a U.S. mortgage lending company operating through eight branch offices, with mortgage lending licenses in 18 states (including eight currently active state licenses), a team of approximately 30 loan officers and nine loan managers, and an $18 million warehouse line of credit. For more information, visit www.mtgog.com.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements can be identified by words such as “may,” “will,” “expect,” “intend,” “plan,” “believe,” “anticipate,” “estimate,” “project,” “target,” “goal,” “potential,” “strategy,” and similar expressions, or the negative thereof.

These statements include, but are not limited to, statements regarding the expected closing and operational effectiveness of the proposed acquisition; anticipated benefits, synergies, and opportunities of the transaction; integration plans and timing; expectations regarding the deployment and impact of artificial intelligence in mortgage operations; the nationwide expansion of Linkhome’s housing finance programs, including its Cash Offer and Buy Before Sell programs; planned applications for additional state mortgage licenses; and the future business, financial condition, and operating results of Linkhome and the combined company.

Forward-looking statements are based on management’s current expectations and assumptions, are not guarantees of future performance, and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied. These risks include, among others: the failure to satisfy the conditions to closing of the proposed acquisition; the failure to obtain required regulatory or third-party approvals or consents; risks related to the integration of Mortgage One Group and the realization of anticipated benefits; potential disruption of Linkhome’s or Mortgage One Group’s respective businesses; the loss of key personnel or loan officers; legal, regulatory, and licensing risks affecting mortgage lending operations; changes in mortgage interest rates, housing market conditions, and the broader economy; the Company’s ability to develop and deploy AI technologies effectively; competition; cybersecurity and data privacy risks; and other risks described in Linkhome’s filings with the SEC, including those discussed under “Risk Factors” in its Annual Report on Form 10-K and subsequent reports filed with the SEC.

There can be no assurance that the proposed acquisition will be completed on the anticipated terms, on the anticipated timeline, or at all. Forward-looking statements speak only as of the date of this press release, and Linkhome undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by law.

Contacts

Investor Relations

Linkhome Holdings Inc.

Email: Ir@linkhome.com

Phone: (800) 680-9158

Website: www.linkhome.com

Source: View Original Filing on SEC EDGAR

FAQ

What acquisition did Linkhome Holdings Inc. (LHAI) announce in this 8-K?

Linkhome agreed to acquire 100% of Constant Investments, Inc., doing business as Mortgage One Group. The deal adds a full-service mortgage lending platform with eight branches and 18 state licenses to Linkhome’s AI-driven real estate and fintech operations.

How is Linkhome paying for the Mortgage One Group acquisition?

Linkhome will issue 300,000 shares of common stock and offer an earnout of up to $750,000 in cash. The earnout equals 0.25% of funded loan volume over two years, plus $250,000 in consulting fees over the same transition period.

When is the Linkhome–Mortgage One Group transaction expected to close?

The parties amended the Stock Purchase Agreement to target a Closing Date on or before July 1, 2026. The closing remains subject to customary conditions, but is no longer conditioned on completion of Linkhome’s second-round financing under the Amendment.

What business does Mortgage One Group contribute to Linkhome Holdings Inc. (LHAI)?

Mortgage One Group is a mortgage lender with eight branches, licenses in 18 U.S. states and an $18 million warehouse line of credit. It employs approximately 30 loan officers and nine loan managers, providing established lending infrastructure for Linkhome’s AI-focused strategy.

What role will artificial intelligence play after Linkhome acquires Mortgage One Group?

Linkhome intends to deploy its proprietary AI across loan processing, underwriting assistance, borrower communication, and operational automation. The goal is to create a faster, more transparent mortgage experience and support nationwide rollout of Cash Offer and Buy Before Sell programs.

What protections and agreements are required from the sellers in the Linkhome deal?

Each seller must sign a Restrictive Covenant Agreement with non-competition, non-solicitation, and confidentiality provisions. They will also enter consulting agreements, providing transition and operational support over two years, for aggregate consulting compensation of $250,000 paid monthly.

Linkhome (LHAI) to buy Mortgage One Group with stock and earnout

Rhea-AI Filing Summary

Positive

Negative