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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
Date of Report (Date of earliest event reported):
February 19, 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.
Item 5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
CEO Amendment
On February 19, 2026,
with the approval of its Board of Directors (the “Board”), La Rosa Holdings Corp., a Nevada corporation (the “Company”),
entered into an Amendment (the “CEO Amendment”) to its Amended and Restated Employment Agreement, dated November 12, 2025,
between the Company and Joseph La Rosa, the Company’s Chief Executive Officer (the “CEO”).
Under the CEO Amendment,
the CEO agreed to a reduction in the base salary of the CEO from $500,000 to $200,000 per annum, in consideration of which the Company
agreed to revise certain provisions of its Confidential Information and Invention Assignment Agreement dated April 12, 2022 (the “CIA
Agreement”), between the CEO and the Company so that the CEO’s non-competition restrictions will be effective only during
the term of his employment with the Company. In addition, the period of non-solicitation restrictions under the CIA Agreement was reduced
from twenty-four (24) to twelve (12) months post-employment. These changes will become effective on March 15, 2026.
COO Amendment
On February 19, 2026,
with the approval of its Board, the Company entered into an Amendment (the “COO Amendment”) to its Employment Agreement, dated
January 31, 2024 (the “COO Employment Agreement”), between the Company and Deana La Rosa, the Company’s Chief Operating
Officer (the “COO”).
Under the COO Amendment,
the COO agreed to a reduction in the base salary of the COO from $250,000 to $100,000 per annum, in consideration of which the Company
agreed to revise certain restrictive covenants of the COO Employment Agreement so that the COO’s non-competition restrictions will
be effective only during the term of her employment with the Company, and the period of non-solicitation restriction was reduced from
twenty-four (24) to twelve (12) post-employment. These changes will become effective on March 15, 2026.
The foregoing descriptions
do not purport to be complete and are qualified in their entirety by the CEO Amendment and COO Amendment, copies of which are attached
hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.
Item 8.01 Other
Events.
On February 23, 2026,
the Company issued a press release with respect to the amendments to the officers’ employment agreements described above. A copy
of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The disclosure under
Item 8.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information provided herein
shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended, except as expressly set
forth by specific reference in such filing.
Item 9.01. Financial
Statements and Exhibits.
(d) Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Amendment dated February 19, 2026, to the Amended and Restated Employment Agreement dated November 12, 2026, by and between La Rosa Holding Corp. and Joseph La Rosa. |
| 10.2 |
|
Amendment dated February 19, 2026, to the Employment Agreement dated January 31, 2024, by and between La Rosa Holding Corp. and Deana La Rosa. |
| 99.1 |
|
Press release of La Rosa Holdings Corp., dated as of February 23, 2026 |
| 104 |
|
Cover Page Interactive
Data File (embedded with 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.
| Date: February 24, 2026 |
LA ROSA HOLDINGS CORP. |
| |
|
|
| |
By: |
/s/ Joseph La Rosa |
| |
Name: |
Joseph La Rosa |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
La Rosa Holdings Announces Voluntary Executive
Salary Reductions by 60%
Celebration, FL – February 23,
2026 – La Rosa Holdings Corp. (NASDAQ: LRHC) (“La Rosa” or the “Company”),
a real estate and PropTech enterprise, today announced that its Chief Executive Officer and Chief Operating Officer have voluntarily
requested a 60% reduction in their base salaries, effective March 15, 2026.
The decision comes as part of a broader initiative
to review and strengthen the Company’s corporate structure and focus resources on areas that contribute directly to profitability.
La Rosa is evaluating operations across the organization, reducing overhead, restructuring or exiting underperforming subsidiaries, and
reallocating capital toward higher-impact initiatives intended to support long-term earnings.
Joe La Rosa, CEO of La Rosa, commented, “We
are building a leaner, stronger organization designed to generate sustainable profitability — not just revenue. To demonstrate our
conviction in La Rosa’s future and alignment with shareholders, I have initiated the reduction of my own salary, and our Chief Operating
Officer has done the same. We are making this decision because we believe in what we are building, and because leadership should share
directly in both the risks and the rewards. In our view, our results should be measured by the value we deliver to shareholders rather
than guaranteed executive pay. We believe this approach reinforces accountability and aligns leadership with long-term performance.”
The foregoing descriptions of changes to the respective
officers’ terms of employment are summaries only and do not purport to be complete. For further information, please refer to the
Company’s Current Report on Form 8-K, which will be available on the Securities and Exchange Commission’s website at www.sec.gov.
About La Rosa Holdings Corp.
La Rosa Holdings Corp. (Nasdaq: LRHC) intends
to transform the real estate industry by providing agents with flexible compensation options, including a revenue-sharing model or a fee-based
structure with 100% commission. Powered by its proprietary technology platform, La Rosa aims to equip agents and franchisees with the
tools they need to deliver exceptional service.
The Company offers both residential and commercial
real estate brokerage services, as well as technology-driven products and support for its agents and franchise partners. Its business
model includes internal services for agents and external offerings for the public, spanning real estate brokerage, franchising, education
and coaching, and property management.
La Rosa operates 24 corporate-owned brokerage
offices across Florida, California, Texas, Georgia, and Puerto Rico. La Rosa also started its expansion into Europe, beginning with Spain.
Additionally, the Company has five franchised offices and branches and three affiliated brokerage locations in the U.S. and Puerto Rico.
The Company also operates a full-service escrow settlement and title company in Florida.
For more information, please visit: https://www.larosaholdings.com.
Stay connected with La Rosa, sign up for news
alerts here: larosaholdings.com/email-alerts.
Forward-Looking Statements
This press release contains forward-looking statements
regarding the Company’s current expectations that are subject to various risks and uncertainties. Such statements include statements
regarding the Company’s ability to grow its business and other statements that are not historical facts, including statements which
may be accompanied by the words “intends,” “may,” “will,” “plans,” “expects,”
“anticipates,” “projects,” “predicts,” “estimates,” “aims,” “believes,”
“hopes,” “potential” or similar words. These statements are not guarantees of future performance and
are subject to certain risks, uncertainties and assumptions that are difficult to predict. Actual results could differ materially from
those described in these forward-looking statements due to certain factors, including without limitation, the Company’s ability
to achieve profitable operations, customer acceptance of new services, the demand for the Company’s services and the Company’s
customers’ economic condition, the impact of competitive services and pricing, general economic conditions, the successful integration
of the Company’s past and future acquired brokerages, the effect of the recent National Association of Realtors’ landmark settlement
on our business operations, and other risk factors detailed in the Company’s filings with the United States Securities and Exchange Commission
(the “SEC”). You are urged to carefully review and consider any cautionary statements and other disclosures, including the
statements made under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31,
2024, and other reports and documents that we file from time to time with the SEC. Forward-looking statements contained in this press
release are made only as of the date of this press release, and La Rosa does not undertake any responsibility to update any forward-looking
statements in this release, except as may be required by applicable law. References and links to websites have been provided as a convenience,
and the information contained on such websites has not been incorporated by reference into this press release.
For more information, contact: info@larosaholdings.com
Investor Relations Contact:
Crescendo Communications, LLC
David Waldman/Natalya Rudman
Tel: (212) 671-1020
Email: LRHC@crescendo-ir.com