La Rosa (NASDAQ: LRHC) updates pro formas after LR Kissimmee interest sale

Rhea-AI Filing Summary

La Rosa Holdings Corp. filed a second amendment to a prior current report to correct how pro forma financial information is presented for the sale of its 51% membership interest in Horeb Kissimmee Realty LLC. The underlying pro forma amounts are described as having no significant changes, but the exhibit has been updated to comply with Rule 11-02(b) of Regulation S-X.

The revised unaudited pro forma balance sheet as of September 30, 2025 shows total assets of $17,542,859 after removing LR Kissimmee, down from $21,690,193 as reported. Pro forma revenue for the nine months ended September 30, 2025 is $42,877,566 versus $52,076,658 as reported, and net loss attributable to common stockholders is $(23,050,390) versus $(23,105,337) as reported.

For the year ended December 31, 2024, pro forma revenue is $47,150,031 compared with $58,682,139 as reported, while pro forma net loss attributable to common stockholders is $(15,707,834) versus $(15,923,607). The amendment focuses on presenting these pro forma effects of the LR Kissimmee disposition more clearly rather than changing the Company’s historical results.

8-K Event Classification

Item 9.01 — Financial Statements and Exhibits

1 item

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Total assets pro forma: $17,542,859 Total assets reported: $21,690,193 Revenue reported 9M 2025: $52,076,658 +5 more

8 metrics

Total assets pro forma $17,542,859 As of September 30, 2025 after LR Kissimmee removal

Total assets reported $21,690,193 As of September 30, 2025 before LR Kissimmee removal

Revenue reported 9M 2025 $52,076,658 Nine months ended September 30, 2025

Revenue pro forma 9M 2025 $42,877,566 Nine months ended September 30, 2025 excluding LR Kissimmee

Net loss to common reported 9M 2025 $(23,105,337) Nine months ended September 30, 2025

Net loss to common pro forma 9M 2025 $(23,050,390) Nine months ended September 30, 2025 excluding LR Kissimmee

Revenue pro forma 2024 $47,150,031 Year ended December 31, 2024 excluding LR Kissimmee

Net loss to common pro forma 2024 $(15,707,834) Year ended December 31, 2024 excluding LR Kissimmee

Key Terms

unaudited pro forma consolidated financial information, Article 11 of Regulation S-X, Rule 11-02(b) of Regulation S-X, Membership Interest Purchase Agreement, +1 more

5 terms

unaudited pro forma consolidated financial information financial

"The unaudited pro forma consolidated financial information is intended to illustrate the pro forma effects"

Article 11 of Regulation S-X regulatory

"prepared in accordance with Article 11 of Regulation S-X, Pro Forma Financial Information"

Rule 11-02(b) of Regulation S-X regulatory

"to present the pro forma information in manner required by Rule 11-02(b) of Regulation S-X"

Membership Interest Purchase Agreement financial

"under a Membership Interest Purchase Agreement (the “Sale Agreement”)"

A membership interest purchase agreement is a contract used when someone buys an ownership stake in a limited liability company (LLC). It spells out what is being sold, the price, any promises about the business’s condition, and who takes responsibility for debts or legal issues—like a receipt and rulebook for the sale. Investors care because it transfers control, affects future cash flow and liabilities, and can change the value and tax treatment of their investment.

noncontrolling interest financial

"Noncontrolling interest in subsidiaries | | | 4,156,678"

The portion of a business owned by investors other than the controlling owner when one company has control of another; it represents outside shareholders’ share of the subsidiary’s assets and profits. For investors, it matters because those outside claims reduce the amount of profit and net assets attributable to the parent owner — similar to saying part of a pizza belongs to someone else — and thus affects earnings, book value and valuation.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 2)

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. On April 27, 2026, the Company filed Amendment No. 1 on Form 8-K/A (Amendment No. 1”) 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. This Amendment No. 2 on Form 8-K/A (“Amendment No. 2”) is being filed solely to amend Item 9.01(b) of the Amendment No. 1 and amend and replace the Exhibit 99.1 filed with Amendment No. 1 (the “Exhibit”). The Exhibit is being replaced with a corrected version filed as Exhibit 99.1 to this Amendment No. 2 to present the pro forma information in manner required by Rule 11-02(b) of Regulation S-X. No significant changes have been made to the pro forma amounts. Except for the filing of such Exhibit and amending Item 9.01(b) of the Amendment No. 1, this Amendment No. 2 does not otherwise modify or update the Original Report and Amendment No. 1. The information previously reported in or filed with the Original Report and Amendment No. 1 is hereby incorporated by reference into this Amendment No. 2.

1

Item 9.01. Financial Statements and Exhibits.

(b) Pro Forma Financial Information.

The following unaudited pro forma 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 consolidated balance sheet as of September 30, 2025;

● Unaudited Pro Forma consolidated 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).

2

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: June 4, 2026	LA ROSA HOLDINGS CORP.
	By:	/s/ Joseph La Rosa
	Name:	Joseph La Rosa
	Title:	Chief Executive Officer

3

Exhibit 99.1

La Rosa Holdings Corp. and Subsidiaries

Notes to the Unaudited Pro Forma Consolidated Financial Information

On February 4, 2026, La Rosa Holdings Corp. (the “Company”) completed the sale of its Membership Interest in Horeb Kissimmee Realty LLC, a Florida limited liability company (“LR Kissimmee”), as defined and further described in Note 1 - Description of the Disposition. The unaudited pro forma consolidated financial information is intended to illustrate the pro forma effects of the disposition of LR Kissimmee and other transaction accounting adjustments and was prepared in accordance with Article 11 of Regulation S-X, Pro Forma Financial Information.

The unaudited pro forma consolidated financial information has been derived from the Company’s historical audited and unaudited consolidated financial statements and reflects certain assumptions and transaction accounting adjustments that management believes are reasonable under the circumstances and based on the information available, as further described in Note 3 - Adjustments to the Unaudited Pro Forma Consolidated Financial Information.

The unaudited pro forma consolidated statements of operations for the nine months ended September 30, 2025 and the year ended December 31, 2024, reflect the disposition of LR Kissimmee as if it had closed on January 1, 2024 (refer to Note 2 – Basis of Presentation, for further discussion).

The unaudited pro forma consolidated financial information should be read in conjunction with:

● The accompanying notes to the unaudited pro forma consolidated financial information;

● The Company’s historical audited consolidated financial statements and accompanying notes for the year ended December 31, 2024, which were prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), included in the Company’s annual report on Form 10-K; and

● The Company’s historical unaudited condensed consolidated financial statements and accompanying notes for the nine months ended September 30, 2025, which were prepared in accordance with U.S. GAAP, included in the Company’s quarterly report on Form 10-Q

● The unaudited pro forma consolidated financial information is provided for illustrative and informational purposes only and is not intended to represent or be indicative of what the Company’s results of operations would have been had the Company operated historically as an independent organization separate from LR Kissimmee, or if the disposition had occurred on the date indicated. Additionally, the unaudited pro forma consolidated financial information should not be considered representative of the Company’s future consolidated results of operations.

La Rosa Holdings Corp. and Subsidiaries

Unaudited Pro Forma Condensed Consolidated Balance Sheet

As of September 30, 2025

						Transaction Accounting Adjustments
		As Reported				Removal of LR Kissimmee Membership Interest (a)				Notes			Pro Forma
Assets
Current assets:
Cash		$	3,992,896			$	(586,542	)					$	3,406,354
Restricted cash			2,396,268				46,199							2,442,467
Accounts receivable, net of allowance for credit losses			799,385				(61,257	)		(d)				738,128
Other current assets			34,669				—							34,669
Total current assets			7,223,218				(601,600	)						6,621,618
Noncurrent assets:
Restricted cash, net of current			46,199				(46,199	)						-
Property and equipment, net			6,879				(2,322	)						4,557
Right-of-use asset, net			1,104,403				(5,369	)						1,099,034
Intangible assets, net			5,256,913				(1,274,674	)						3,982,239
Goodwill			8,012,331				(2,217,170	)						5,795,161
Other long-term assets			40,250				—							40,250
Total noncurrent assets			14,466,975				(3,545,734	)						10,921,241
Total assets		$	21,690,193			$	(4,147,334	)					$	17,542,859
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable		$	2,006,747			$	(396,736	)		(c)			$	1,610,011
Accrued expenses			780,665				(1,158	)						779,507
Contract liabilities			72,485				(20,212	)						52,273
Security deposits and escrow payable			2,396,268				46,199							2,442,467
Accrued acquisition cash consideration			60,000				—							60,000
Notes payable, current			148,757				—							148,757
Lease liability, current			514,731				(3,922	)						510,809
Total current liabilities			5,979,653				(375,829	)						5,603,824
Noncurrent liabilities:
Note payable, net of current			9,321,562				(150,000	)		(d)				9,171,562
Security deposits and escrow payable, net of current			46,199				(46,199	)						-
Lease liability, noncurrent			625,637				(7,640	)						617,997
Other liabilities			2,950				—							2,950
Total non-current liabilities			9,996,348				(203,839	)						9,792,509
Total liabilities			15,976,001				(579,668	)						15,396,333
Commitments and contingencies (Note 6)
Stockholders’ equity:
Preferred stock - $0.0001 par value; 50,000,000 shares authorized; 2,000 Series X shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively			—				—							—
Preferred stock - $0.0001 par value; 50,000,000 shares authorized; 6,000 and 0 Series B shares issued and outstanding at September 30, 2025 and December 31, 2024			1				—							1
Common stock - $0.0001 par value; 2,050,000,000 shares authorized; 12,247 and 2,731 issued and outstanding at June 30, 2025 and December 31, 2025, respectively			—				—							—
Additional paid-in capital			50,942,905				—							50,942,905
Accumulated deficit			(49,385,392	)			(1,642,163	)						(51,027,555	)
Total stockholders’ equity – La Rosa Holdings Corp. shareholders			1,557,514				(1,642,163	)						(84,649	)
Noncontrolling interest in subsidiaries			4,156,678				(1,925,503	)						2,231,175
Total stockholders’ equity			5,714,192				(3,567,666	)						2,146,526
Total liabilities and stockholders’ equity		$	21,690,193			$	(4,147,334	)					$	17,542,859

2

La Rosa Holdings Corp. and Subsidiaries

Unaudited Pro Forma Condensed Consolidated Statements of Operations

For the Year Nine Months September 30, 2025

						Transaction Accounting Adjustments
		As Reported Nine Months Ended September 30, 2025				Removal of LR Kissimmee Membership Interest (a)				Notes			Pro Forma Nine Months Ended September 30, 2025
Revenue		$	52,076,658			$	(9,199,092	)		(b)			$	42,877,566
Cost of revenue			46,978,581				(8,367,157	)						38,611,424
Gross profit			5,098,077				(831,935	)						4,266,142
Operating expenses:
Sales and marketing			1,326,859				(45,060	)						1,281,799
General and administrative			11,146,500				(773,721	)		(b)				10,372,779
Stock-based compensation — general and administrative			4,744,012				3							4,744,015
Total operating expenses			17,217,371				(818,778	)						16,398,593
Loss from operations			(12,119,294	)			(13,157	)						(12,132,451	)
Other income (expense):
Interest expense, net			(361,381	)			4,747			(c)				(356,634	)
Gain (loss) on extinguishment of debt			3,961,075				—							3,961,075
Amortization of debt discount			(63,160	)			—							(63,160	)
Change in fair value of derivative liability			899,874				—							899,874
(Loss) gain on issuance of senior secured convertible note and warrants			(128,836,250	)			—							(128,836,250	)
Change on fair value of convertible note and warrants			31,168,496				—							31,168,496
Gain on settlement of incremental warrants			82,299,000				—							82,299,000
Other income, net			271,281				—							271,281
Loss before provision for income taxes			(22,780,359	)			(8,410	)						(22,788,769	)
Benefit from income taxes			—				—							—
Net loss			(22,780,359	)			(8,410	)						(22,788,769	)
Less: Net income (loss) attributable to noncontrolling interests in subsidiaries			49,714				(63,357	)						(13,643	)
Net loss after noncontrolling interest in subsidiaries			(22,830,073	)			54,947							(22,775,126	)
Less: Deemed dividend			275,264				—							275,264
Net loss attributable to common stockholders		$	(23,105,337	)		$	54,947						$	(23,050,390	)
Loss per share of common stock attributable to common stockholders
Basic and diluted		$	(3,264.12	)									$	(3,256.35	)
Weighted average shares used in computing net loss per share of common stock attributable to common stockholders
Basic and diluted			7,079											7,079

3

La Rosa Holdings Corp. and Subsidiaries

Unaudited Pro Forma Consolidated Statements of Operations

For the Year Ended December 31, 2024

						Transaction Accounting Adjustments
		As Reported Year Ended December 31, 2024				Removal of LR Kissimmee Membership Interest (a)				Notes			Pro Forma Year Ended December 31, 2024
Revenue		$	58,682,139			$	(11,532,108	)		(b)			$	47,150,031
Cost of revenue			52,728,860				(10,726,283	)						42,002,577
Gross profit			5,953,279				(805,825	)						5,147,454
Operating expenses:
Sales and marketing			1,007,077				(64,513	)						942,564
General and administrative			10,625,551				(908,230	)		(b)				9,717,321
Stock-based compensation — general and administrative			4,730,355				—							4,730,355
Impairment of goodwill			787,438				—							787,438
Total operating expenses			17,150,421				(972,743	)						16,177,678
Loss from operations			(11,197,142	)			166,918							(11,030,224	)
Other income (expense)
Interest expense, net			(403,397	)			5,320			(c)				(398,077	)
Loss on extinguishment of debt			(777,558	)			—							(777,558	)
Amortization of debt discount			(649,138	)			—							(649,138	)
Change in fair value of derivative liability			(1,338,506	)			—							(1,338,506	)
Other income, net			15,745				—							15,745
Loss before provision for income taxes			(14,349,996	)			172,238							(14,177,758	)
Benefit from income taxes			—				—							—
Net loss			(14,349,996	)			172,238							(14,177,758	)
Less: Net income (loss) attributable to noncontrolling interests in subsidiaries			97,567				(43,535	)						54,032
Net loss after noncontrolling interest in subsidiaries			(14,447,563	)			215,773							(14,231,790	)
Less: Deemed dividend			1,476,044				-							1,476,044
Net loss attributable to common stockholders		$	(15,923,607	)		$	215,773						$	(15,707,834	)
Loss per share of common stock attributable to common stockholders
Basic and diluted		$	(6,299.41	)									$	(6,214.05	)
Weighted average shares used in computing net loss per share of common stock attributable to common stockholders
Basic and diluted			2,528											2,528

4

Note 1 — Description of the Disposition

On February 4, 2026 (the “Effective Date”), La Rosa Holdings Corp. (the “Company”) entered into, and closed the transaction (the “Transaction”) provided for under a Membership Interest Purchase Agreement (the “Sale Agreement”) by and among the Company, the buying member (the “Buyer”) and Horeb Kissimmee Realty LLC, a Florida limited liability company (“LR Kissimmee”), pursuant to which the Company sold the Company’s pre-Transaction 51% membership interest (the “Interest”) in LR Kissimmee to Buyer, LR Kissimmee’s pre-Transaction 49% owner.

Note 2 – Basis of Presentation

The historical audited and unaudited consolidated financial statements have been adjusted in the unaudited pro forma consolidated financial information to reflect certain transaction accounting adjustments related to the disposition of LR Kissimmee as described above in Note 1 - Description of the Disposition.

The unaudited pro forma consolidated financial information and accompanying notes have been prepared for informational purposes only, in accordance with Article 11 of Regulation S-X. The unaudited pro forma consolidated statements of operations for the years ended September 30, 2025, and December 31, 2024, reflect the disposition of LR Kissimmee as if it had closed on January 1, 2025 (refer to Note 1 – Basis of Presentation, for further discussion).

An unaudited condensed consolidated balance sheet is provided in the pro forma consolidated financial information as of September 30, 2025.

Note 3 – Adjustments to the Unaudited Pro Forma Consolidated Financial Information

The unaudited pro forma consolidated financial information has been prepared based upon certain pro forma adjustments to the historical consolidated financial statements of the Company. Certain assumptions regarding the operations of the Company have been made in connection with the preparation of the unaudited pro forma consolidated financial information. These adjustments and assumptions are as follows:

(a) Reflects adjustments to remove LR Kissimmee membership interest.

(b) Reflects all revenue, general and administrative expenses of LR Kissimmee, except for certain contractual franchise agreements that will remain.

(c) Reflects certain debts from the Small Business Administration to be acquired by the buyer and reduce overall interest expenses.

(d) Reflects adjustments removing accounts receivable and accounts payable as these are transferred with the membership interest.

5

FAQ

What does La Rosa Holdings Corp. (LRHC) change in this 8-K/A amendment?

La Rosa updates only its unaudited pro forma financial information exhibit related to the LR Kissimmee sale. The company states pro forma amounts are not significantly changed, but the presentation now follows Rule 11-02(b) of Regulation S-X for clarity and compliance.

How did the LR Kissimmee sale affect La Rosa (LRHC) pro forma 2025 assets?

After removing LR Kissimmee, La Rosa’s pro forma total assets as of September 30, 2025 are $17,542,859. This compares with $21,690,193 as originally reported, reflecting the disposal of related assets linked to the sold 51% membership interest in LR Kissimmee.

How does the LR Kissimmee disposition change La Rosa (LRHC) 2025 pro forma revenue?

For the nine months ended September 30, 2025, pro forma revenue is $42,877,566, versus $52,076,658 as reported. The adjustment removes LR Kissimmee’s revenue, giving investors a view of La Rosa’s ongoing operations without that disposed business.

What is La Rosa (LRHC) pro forma net loss to common stockholders for 2025?

For the nine months ended September 30, 2025, La Rosa’s pro forma net loss attributable to common stockholders is $(23,050,390). This is slightly less negative than the reported $(23,105,337), reflecting the removal of LR Kissimmee’s results in the pro forma adjustments.

How did the LR Kissimmee sale impact La Rosa (LRHC) 2024 pro forma results?

For 2024, pro forma revenue is $47,150,031 versus $58,682,139 reported, and pro forma net loss attributable to common stockholders is $(15,707,834) versus $(15,923,607). These figures illustrate La Rosa’s performance as if LR Kissimmee had been disposed of at the start of 2024.

What transaction is behind La Rosa (LRHC) updating its pro forma financials?

The changes relate to La Rosa’s February 4, 2026 sale of its 51% membership interest in Horeb Kissimmee Realty LLC. The buyer was LR Kissimmee’s existing 49% owner, and the updated pro formas show La Rosa’s financials excluding this majority-owned entity.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF THE COMPANY 126.9 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB