Adds pro forma financials after Horeb Kissimmee sale (LRHC)

Rhea-AI Filing Summary

La Rosa Holdings Corp. amended a previously filed Form 8-K to restate Item 9.01(b) and furnish unaudited pro forma condensed combined financial information as Exhibit 99.1 following the closing of the disposition of its membership interests in Horeb Kissimmee Realty LLC. The Amendment removes an erroneous reliance statement and incorporates the pro forma data into Item 9.01(b).

The Original Report was filed on February 10, 2026 and this Amendment is signed on April 27, 2026. Exhibits filed include Exhibit 99.1 and the Inline XBRL cover file (104).

Insights

Corporate Finance Analyst

Amendment supplies omitted pro forma financials after a divestiture; scope is corrective.

The Amendment restates Item 9.01(b) to remove an erroneous reliance statement and attaches unaudited pro forma condensed combined financial information (Exhibit 99.1). This addresses a disclosure omission tied to the previously reported disposition of membership interests in Horeb Kissimmee Realty LLC, improving completeness of the record.

Because the filing corrects disclosure rather than reporting new transaction terms or financial magnitudes in the excerpt, the material impact on liquidity or results is not stated here; subsequent filings or the pro forma exhibit may contain quantification.

Disclosure Counsel

Filing is a compliance amendment focused on Item 9.01 disclosure and exhibits.

The Amendment removes an incorrect reliance citation to Item 9.01(a)(3) and supplies the pro forma financial information required by Item 9.01(b), which was omitted from the Original Report. Exhibits include 99.1 and an Inline XBRL cover (104).

Qualifiers in the text indicate no other updates were made to the Original Report; readers should consult Exhibit 99.1 for the specific pro forma adjustments and any numerical effects tied to the disposition.

Key Figures

Original Report filed: February 10, 2026 Amendment signed: April 27, 2026 Disposition referenced: Closing of membership interests in Horeb Kissimmee Realty LLC +2 more

5 metrics

Original Report filed February 10, 2026 date of the Original Report referenced in the Amendment

Amendment signed April 27, 2026 signature date for Amendment No. 1

Disposition referenced Closing of membership interests in Horeb Kissimmee Realty LLC corporate transaction referenced as the triggering event

Exhibit filed Exhibit 99.1 Unaudited pro forma condensed combined financial information attached to the Amendment

Inline XBRL cover Exhibit 104 Cover Page Interactive Data File embedded with Inline XBRL

Key Terms

unaudited pro forma condensed combined financial information, Item 9.01(b), Inline XBRL

3 terms

unaudited pro forma condensed combined financial information financial

"attached hereto as Exhibit 99.1 and incorporated herein"

Unaudited pro forma condensed combined financial information is a preliminary set of shortened financial statements that shows how two or more businesses would have performed if they had been operating together, presented without an independent audit. Investors use it as a dress-rehearsal snapshot to gauge the potential size, profitability and cash flow impact of a merger or acquisition, but should treat it as an estimate rather than a final, verified record.

Item 9.01(b) regulatory

"amend and restate Item 9.01(b) of the Original Report"

Inline XBRL technical

"Cover Page Interactive Data File (embedded with the Inline XBRL document)"

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 4, 2026

La Rosa Holdings Corp.

(Exact name of registrant as specified in its charter)

Nevada		001-41588		87-1641189
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

1420 Celebration Blvd., 2nd Floor Celebration, Florida		34747
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:

(321) 250-1799

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, $0.0001 par value		LRHC		The Nasdaq Stock Market LLC

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

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. ☐ 

Explanatory Note

On February 10, 2026, La Rosa Holdings Corp. (the “Company”) filed a Current Report on Form 8-K (the “Original Report”) to report, among other things, the closing of the disposition of all of its membership interests in Horeb Kissimmee Realty LLC. The Company is filing this Amendment No. 1 on Form 8-K/A (the “Amendment”) to amend and restate Item 9.01(b) of the Original Report in order to remove a statement of reliance on the provisions of Item 9.01(a)(3), which was included in the Original Report by error, and to present pro forma financial information required by Item 9.01(b) of Form 8-K, which was erroneously omitted from the Original Report. Except for the filing of such pro forma financial information and amending Item 9.01(b) of the Original Report, this Amendment does not otherwise modify or update the Original Report. The information previously reported in or filed with the Original Report is hereby incorporated by reference into this Amendment.

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Item 9.01. Financial Statements and Exhibits.

(b) Pro Forma Financial Information.

The following unaudited pro forma condensed combined financial information of the Company attached hereto as Exhibit 99.1 and incorporated herein by reference into this Item 9.01(b).

● Unaudited pro forma condensed balance sheet as of December 31, 2024;

● Unaudited pro forma condensed balance sheet as of September 30, 2025;

● Unaudited pro forma condensed statement of operations for the year ended December 31, 2024; and

● Unaudited pro forma condensed statement of operations for the nine months ended September 30, 2025.

(d) Exhibits.

The following exhibits are filed herewith:

Exhibit No.		Description
99.1		Unaudited pro forma condensed combined financial information of the Company
104		Cover Page Interactive Data File (embedded with the Inline XBRL document).

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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.

Date: April 27, 2026	LA ROSA HOLDINGS CORP.
	By:	/s/ Joseph La Rosa
	Name:	Joseph La Rosa
	Title:	Chief Executive Officer

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FAQ

What did La Rosa Holdings (LRHC) change in the 8-K/A amendment?

The company amended Item 9.01(b) to remove an incorrect reliance statement and filed unaudited pro forma condensed combined financial information (Exhibit 99.1) that had been omitted from the Original Report.

Does the amendment report the sale details of Horeb Kissimmee Realty LLC?

The amendment references the closing of the disposition of membership interests in Horeb Kissimmee Realty LLC but does not provide sale proceeds or transaction amounts in the excerpt provided.

Which exhibits accompany La Rosa's 8-K/A for LRHC?

The filing attaches Exhibit 99.1 (unaudited pro forma condensed combined financial information) and the Inline XBRL cover page file labeled Exhibit 104.

When were the original report and this amendment filed for LRHC?

The Original Report was filed on February 10, 2026, and this Amendment No. 1 is signed and filed on April 27, 2026 to furnish the missing pro forma information.