La Rosa Q2 revenue falls, Nasdaq compliance restored

La Rosa Holdings Corp. (LRHC) reported second-quarter and first-half 2026 results and disclosed that a Nasdaq filing deficiency has been resolved.

Rhea-AI Filing Summary

La Rosa Holdings Corp. (LRHC) reported second-quarter and first-half 2026 results and disclosed that a Nasdaq filing deficiency has been resolved. For Q2 2026, revenue was $15.1 million versus $20.2 million a year earlier, but gross margin improved to 11.5% from 9.2% and total operating expenses fell 21.2% to $3.4 million, narrowing operating loss 32.2% to $1.7 million. Net loss was $2.2 million versus net income of $78.5 million in Q2 2025, when results were boosted by an approximately $82.3 million non-operating gain on settlement of incremental warrants.

For the first half of 2026, revenue was $28.6 million versus $34.9 million, while gross profit grew 9.9% to $3.7 million and gross margin expanded to 13.0% from 9.7%. Operating expenses declined 25.0% to $7.9 million, reducing operating loss 41.6% to $4.2 million. Net loss improved 9.4% to $15.6 million. The company reported $10.3 million of restricted digital assets and a stockholders’ deficit of $7.8 million as of June 30, 2026. La Rosa sold its 51% interest in LR Kissimmee in February, exiting a non-core, cash-flow-negative unit.

La Rosa received a Nasdaq notice on August 21, 2026 for delayed filing of its Form 10-Q for the quarter ended June 30, 2026. The Form 10-Q was filed the same day, and on August 24, 2026 Nasdaq staff confirmed the company had regained compliance with Listing Rule 5250(c)(1), with LRHC continuing to trade on The Nasdaq Capital Market.

Positive

• Gross margin expansion: Q2 2026 gross margin rose to 11.5% from 9.2%, and first-half 2026 gross margin reached 13.0% versus 9.7%, showing materially higher profitability per dollar of revenue.
• Operating leverage: First-half 2026 operating expenses fell 25.0% to $7.9 million, narrowing operating loss by 41.6% to $4.2 million compared with $7.1 million a year earlier.
• Improved net loss: First-half 2026 net loss improved 9.4% to $15.6 million versus $17.2 million in the prior-year period.
• Segment growth: Commercial Real Estate Brokerage revenue increased 95.4% to about $479,000 and Title Settlement and Insurance revenue grew 10.9% year over year in the first half of 2026.
• Nasdaq compliance regained: After a late Form 10-Q triggered a deficiency notice, the company filed the report and, by August 24, 2026, Nasdaq confirmed La Rosa had regained compliance with Listing Rule 5250(c)(1).

Negative

• Revenue decline: Q2 2026 revenue fell to $15.1 million from $20.2 million, and first-half revenue dropped to $28.6 million from $34.9 million, declines of more than 20% and 15% respectively.
• Continued net losses: Despite operational improvements, La Rosa reported a first-half 2026 net loss of $15.6 million and a Q2 2026 net loss of $2.2 million.
• Balance sheet deficit and leverage: As of June 30, 2026, stockholders’ deficit was $7.8 million and total liabilities were $28.8 million against $21.0 million of assets, including current and noncurrent notes payable totaling over $21.6 million.
• Q2 bottom-line comparison: Q2 2026 showed a $2.2 million net loss versus $78.5 million net income in Q2 2025, reflecting the absence of an approximately $82.3 million non-operating gain recorded in the prior-year quarter.
• Nasdaq filing deficiency event: The company became temporarily non-compliant with Nasdaq Listing Rule 5250(c)(1) due to a delayed Form 10-Q filing, prompting a deficiency notice before compliance was restored.

Filing Explained

June 30 cash was $2,282,397 against $28,797,205 of liabilities; reported common shares were 2,025,470 versus 20,963 on December 31, 2025.

The company reports that Nasdaq closed its filing-compliance matter on August 24, 2026 after the Form 10-Q was filed. Its balance sheet nevertheless reports 2,025,470 common shares outstanding at June 30, 2026, versus 20,963 at December 31, 2025, changing the share-count base relevant to existing holders.

Because additional shares increase total share count and reduce an existing holder’s percentage ownership absent offsetting changes, the reported increase can have that ownership consequence; the filing does not identify the transaction that produced it. It also reports 216 Series B, 100 Series C, and 500 Series D convertible preferred shares outstanding at June 30.

At June 30, 2026, cash and equivalents were $2,282,397, compared with total liabilities of $28,797,205; notes payable totaled $5,613,470 current and $16,026,760 noncurrent, and total stockholders’ deficit was $7,777,288.

The company says it is evaluating potential transformational transactions, acquisitions, partnerships, and further divestitures, but this filing does not state that any such transaction is agreed or completed.

8-K Event Classification

4 items: 2.02, 3.01, 8.01, 9.01

4 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Q2 2026 Revenue: $15,051,716 First Half 2026 Revenue: $28,627,322 First Half 2026 Gross Margin: 13.0% +5 more

8 metrics

Q2 2026 Revenue $15,051,716 Three months ended June 30, 2026; down from $20,232,097 in Q2 2025

First Half 2026 Revenue $28,627,322 Six months ended June 30, 2026; down from $34,867,871 in 2025

First Half 2026 Gross Margin 13.0% Expanded approximately 329 basis points from 9.7% in the first half of 2025

First Half 2026 Operating Loss $4,167,113 Operating loss for six months ended June 30, 2026 versus $7,130,437 in 2025

First Half 2026 Net Loss $15,620,775 Net loss for six months ended June 30, 2026 versus $17,235,781 in 2025

Restricted Digital Assets $10,311,342 Restricted digital assets on balance sheet as of June 30, 2026; none in prior year

Total Liabilities $28,797,205 Total liabilities as of June 30, 2026 versus $13,291,769 at December 31, 2025

Stockholders’ Deficit $7,777,288 Total stockholders’ deficit as of June 30, 2026 versus $1,848,252 at December 31, 2025

Key Terms

gross margin, operating loss, basis points, restricted digital assets, +2 more

6 terms

gross margin financial

"First half 2026 gross margin expands approximately 329 basis points to 13.0%"

Gross margin is the difference between how much money a company makes from selling its products and how much it costs to produce them, expressed as a percentage of sales. It shows how efficiently a company is turning sales into profit before other expenses like marketing or salaries. Higher gross margin means the company keeps more money from each sale, which is a good sign of financial health.

operating loss financial

"Operating loss narrowed 41.6% to $4.2 million"

Operating loss occurs when a company’s regular business activities—sales of goods or services—bring in less money than it costs to run the business, like a shop whose daily sales don’t cover rent and wages. For investors, it signals that the core business isn’t currently profitable, which can increase cash burn, affect future dividends or financing needs, and change how the company’s value and risk are judged.

basis points financial

"gross margin expanded approximately 329 basis points to 13.0%"

Basis points are a way to measure small changes in interest rates or percentages, where one basis point equals 0.01%. For example, if a loan's interest rate increases by 50 basis points, it's gone up by 0.50%. They help people understand tiny differences in rates that can add up over time, making financial comparisons clearer.

restricted digital assets financial

"Reported $10.3 million in restricted digital assets on the balance sheet"

Nasdaq Listing Rule 5250(c)(1) regulatory

"it was not in compliance with Nasdaq Listing Rule 5250(c)(1)"

Nasdaq Listing Rule 5250(c)(1) requires companies listed on the Nasdaq stock exchange to promptly notify the exchange if their stock price falls below a certain minimum level, known as the "initial listing standards." This rule helps ensure that investors are aware of significant declines in a company's stock value, which could signal financial trouble or increased risk. Essentially, it helps maintain transparency and protect investors by keeping them informed about important changes in a company's stock performance.

stockholders’ deficit financial

"Total stockholders’ deficit – La Rosa Holdings Corp. stockholders"

Stockholders’ deficit is the situation where a company’s total liabilities exceed its total assets, so the book value attributed to shareholders is negative. Think of it like a household with more outstanding debts than the value of its house and possessions—this can signal past losses or aggressive payouts and raises the risk that shareholders may be wiped out, diluted, or face difficulty when the company needs new financing. Investors watch it as a warning about solvency and long‑term financial health.

Offering Details

Filing offering details

Offering

FAQ

How did LRHC’s revenue perform in Q2 and the first half of 2026?

LRHC reported Q2 2026 revenue of $15.1 million versus $20.2 million a year earlier, and first-half 2026 revenue of $28.6 million versus $34.9 million in the first half of 2025, reflecting double-digit percentage declines for both periods.

What profitability trends did LRHC report for the first half of 2026?

For the first half of 2026, LRHC’s gross profit increased 9.9% to $3.7 million, gross margin expanded to 13.0% from 9.7%, operating expenses fell 25.0% to $7.9 million, and operating loss narrowed 41.6% to $4.2 million compared with the first half of 2025.

Did La Rosa Holdings Corp. maintain its Nasdaq listing in 2026?

Yes. La Rosa received a Nasdaq deficiency notice on August 21, 2026 due to a late Form 10-Q, but after filing the report that day, Nasdaq staff notified the company on August 24, 2026 that it had regained compliance with Listing Rule 5250(c)(1) and the matter was closed.

What net loss did LRHC report for the first half of 2026?

LRHC reported a first-half 2026 net loss of $15.6 million, compared with a net loss of $17.2 million in the prior-year period, representing a 9.4% improvement in net results year over year.

What is notable about LRHC’s balance sheet as of June 30, 2026?

As of June 30, 2026, La Rosa reported total assets of $21.0 million, total liabilities of $28.8 million, a stockholders’ deficit of $7.8 million, and $10.3 million of restricted digital assets on its balance sheet.

How did LRHC’s commercial brokerage and title businesses perform in early 2026?

For the first half of 2026, Commercial Real Estate Brokerage revenue rose 95.4% to about $479,000, while Title Settlement and Insurance revenue increased 10.9% to approximately $173,000 compared with the first half of 2025.

What strategic action did LRHC take regarding LR Kissimmee in 2026?

La Rosa sold its 51% interest in LR Kissimmee in February 2026. The company describes this as a strategic exit from a non-core operation that represented about 10% of its agent base but was not generating positive cash flow.

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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): August 21, 2026

LA ROSA HOLDINGS CORP.

(Exact name of registrant as specified in its charter)

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

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

(321) 250-1799

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

☐ 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 2.02 Results of Operations and Financial Condition.

On August 24, 2026, La Rosa Holdings Corp. (the “Company”) issued a press release announcing certain business and financial highlights for the fiscal quarter ended June 30, 2026.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously disclosed in a Form 12b-25 Notification of Late Filing (the “Form 12b-25”) filed by the Company on August 14, 2026, the Company was delayed in filing its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 (the “Form 10-Q”) with the U.S. Securities and Exchange Commission (the “SEC”).

On August 21, 2026, the Company received a notice (the “Notice”) from the Nasdaq Stock Market LLC (“Nasdaq”) Listing Qualifications (the “Staff”) notifying it that, because the Company was delinquent in filing its Form 10-Q, the Company did not comply with Nasdaq Listing Rule 5250(c)(1), which requires companies with securities listed on Nasdaq to timely file all required periodic reports with the SEC. In accordance with the Notice, the Company had until October 20, 2026 to submit a plan of compliance (the “Plan”) to Nasdaq addressing how the Company intends to regain compliance with Nasdaq’s listing rules with respect to the delinquent report, and Nasdaq had the discretion to grant the Company up to 180 calendar days from the due date of the Form 10-Q, or until February 16, 2027, to regain compliance.  The Notice from Nasdaq had no immediate effect on the listing of the Company’s common stock.

As required under Nasdaq Listing Rule 5810(b), the Company issued a press release on August 24, 2026, announcing that it had received the Notice. A copy of this press release is attached as Exhibit 99.2 to this Form 8-K.

On August 21, 2026, the Company filed Form 10-Q with the SEC. On August 24, 2026, the Company received a letter from the Staff notifying the Company that based on the August 21, 2026 filing of the Form 10-Q, the Staff has determined that the Company complies with Nasdaq Listing Rule 5250(c)(1) and this matter is now closed.

The Company’s common stock continues to be listed on The Nasdaq Capital Market under the symbol “LRHC”.

1

Item 8.01 Other Events.

A copy of the press release referenced in Item 2.02 of this Current Report on Form 8-K is attached to this Current Report on Form 8-K as Exhibit 99.1.

A copy of the press release referenced in Item 3.01 of this Current Report on Form 8-K is attached to this Current Report on Form 8-K as Exhibit 99.2.

The disclosure under Item 8.01, including Exhibits 99.1 and 99.2 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.

Cautionary Note Regarding Forward-Looking Statements

This report contains statements that are forward-looking and as such are not historical facts. This includes statements regarding the continued listing of the Company’s common stock on The Nasdaq Capital Market and similar expectations, beliefs, plans, objectives, assumptions or projections of the Company and therefore are, or may be deemed to be, “forward-looking statements.” These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “might,” “possible,” “potential,” “predicts,” “may,” “would,” “could,” “will” or “should” or, in each case, their negative or other variations or comparable terminology, but the absence of these words does not mean that a statement is not forward-looking. Such forward-looking statements are based on management’s expectations, beliefs and forecasts concerning future events impacting the Company. One should carefully consider the risks and uncertainties described in the “Risk Factors” section of the Company’s latest Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and the other documents filed by the Company from time to time with the SEC. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press release of La Rosa Holdings Corp. (financial highlights), dated August 24, 2026.
99.2		Press release of La Rosa Holdings Corp. (Nasdaq notice), dated August 24, 2026.
104		Cover Page Interactive Data File (embedded with the Inline XBRL document).

* Certain personal information in this Exhibit has been omitted in accordance with Regulation S-K Item 601(a)(6).

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: August 24, 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. Reports First Half 2026 Results Highlighted by 10% Gross Profit Growth and 42% Improvement in Operating Loss

First half 2026 gross margin expands approximately 329 basis points to 13.0% as operating expenses decline 25%

First half 2026 net loss improved 9.4% to $15.6 million, compared with a net loss of $17.2 million in the prior-year period.

Commercial Brokerage revenue increased 95% during the first half of 2026

Celebration, FL – August 24, 2026 – La Rosa Holdings Corp. (NASDAQ: LRHC) (“La Rosa” or the “Company”), a real estate and PropTech company, today provided a business update and reported financial results for the second quarter ended June 30, 2026.

Q2 2026 Financial Highlights

	●	Total revenue was $15.1 million, compared with $20.2 million in the second quarter of 2025.
	●	Gross profit was $1.7 million, compared with $1.9 million in the prior-year quarter, a decrease of 6.5%.
	●	Gross margin expanded to 11.5% from 9.2%, an improvement of approximately 235 basis points.
	●	Total operating expenses decreased 21.2% to $3.4 million, compared with $4.3 million in the second quarter of 2025.
	●	Operating loss narrowed 32.2% to $1.7 million, compared with $2.5 million in the prior-year quarter, an improvement of approximately $793,000.
	●	Sales and marketing expense decreased 69.0% to approximately $188,000, while stock-based compensation expense declined 85.6% to approximately $73,000.
	●	Net loss was $2.2 million, compared with net income of $78.5 million in the second quarter of 2025. The prior-year result included significant non-operating gains, including an approximately $82.3 million gain on the settlement of incremental warrants.
	●	Reported $10.3 million in restricted digital assets on the balance sheet as of June 30, 2026, compared to no digital asset holdings in the prior-year period.

First Half 2026 Financial Highlights

	●	Total revenue was $28.6 million, compared with $34.9 million for the first six months of 2025.
	●	Gross profit increased 9.9% to $3.7 million, compared with $3.4 million in the prior-year period.
	●	Gross margin expanded approximately 329 basis points to 13.0%, compared with 9.7% for the first six months of 2025.
	●	Total operating expenses decreased 25.0% to $7.9 million, compared with $10.5 million in the prior-year period.
	●	Operating loss narrowed 41.6% to $4.2 million, compared with $7.1 million in the first half of 2025, representing an improvement of approximately $3.0 million.
	●	Net loss improved 9.4% to $15.6 million, compared with a net loss of $17.2 million in the prior-year period.

	●	Commercial Real Estate Brokerage revenue increased 95.4% to approximately $479,000, compared with approximately $245,000 in the prior-year period.
	●	Title Settlement and Insurance revenue increased 10.9% to approximately $173,000, compared with approximately $156,000 in the first half of 2025.

Joe La Rosa, CEO of La Rosa, commented, “We believe that first-half results reflect continued progress in improving the Company’s operating performance and financial efficiency. Our reported revenue was impacted by the February sale of our 51% interest in LR Kissimmee. The divestiture was a strategic decision to exit a non-core operation that represented approximately 10% of our agent base but was not generating positive cash flow, allowing us to eliminate unproductive expenses and redirect capital toward higher-return opportunities without materially impacting our core agent growth or regional footprint.”

“More importantly, we are seeing meaningful improvement in the underlying business. Compared with the first six months of 2025, gross profit increased nearly 10% and gross margin expanded approximately 329 basis points to 13.0%, while operating expenses declined 25% and operating loss narrowed approximately 42% during the first six months of 2026.Net loss also improved 9.4% to $15.6 million, compared with $17.2 million in the prior-year period. We believe these results demonstrate that the steps we have taken to streamline the business and improve operating efficiency are beginning to translate into stronger financial performance.”

“At the same time, we are actively evaluating a range of strategic opportunities that could accelerate this progress. These include potential transformational transactions, tuck-in acquisitions, additional partnerships and further divestitures of non-core or underperforming assets. We have identified a pipeline of opportunities at various stages of evaluation and intend to remain disciplined in pursuing those that we believe can improve profitability, strengthen our operating platform and create long-term value for our shareholders,” concluded Mr. La Rosa.

There can be no assurance that any of potential transactions contemplated by the Company and discussed in this press release will be consummated or, if consummated, will achieve the anticipated benefits.

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 23 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.

2

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, 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, its strategic plans and pipeline of potential transactions, its ability to improve profitability and operating efficiency, 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 continue as a going concern, its ability to maintain compliance with Nasdaq listing requirements, 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 Company’s material weaknesses in internal control over financial reporting, the effect of National Association of Realtors’ landmark settlement on the Company’s 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, 2026, 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

(Tables follow)

3

La Rosa Holdings Corp. and Subsidiaries

Condensed Consolidated Balance Sheets

		June 30, 2026				December 31, 2025
		(unaudited)
Assets
Current assets:
Cash and cash equivalents		$	2,282,397			$	3,086,770
Restricted cash			2,335,717				1,758,531
Digital assets, restricted			10,311,342				—
Accounts receivable, net of allowance for credit losses of $669,883 and $179,643, respectively			1,136,063				1,252,452
Notes receivable			322,267				—
Other current assets			—				15,601
Total current assets			16,387,786				6,113,354
Noncurrent assets:
Restricted cash, net of current			57,275				58,972
Property and equipment, net			3,276				6,094
Right-of-use asset, net			1,032,940				963,991
Intangible assets, net			2,969,975				4,425,042
Goodwill			528,545				1,831,197
Other long-term assets			40,120				44,867
Total noncurrent assets			4,632,131				7,330,163
Total assets		$	21,019,917			$	13,443,517
Liabilities, Series X Preferred Stock Subject to Redemption and Stockholders’ Deficit
Current liabilities:
Accounts payable		$	2,996,924			$	2,895,861
Accrued expenses			320,790				83,876
Contract liabilities			227,951				171,100
Security deposits and escrow payable			2,331,953				1,758,531
Line of credit			147,477				—
Accrued acquisition cash consideration			—				30,000
Notes payable, current			5,613,470				148,757
Lease liability, current			496,072				486,481
Total current liabilities			12,134,637				5,574,606
Noncurrent liabilities:
Note payable, net of current			16,026,760				7,143,803
Security deposits and escrow payable			57,275				58,972
Lease liability, noncurrent			578,533				514,388
Total noncurrent liabilities			16,662,568				7,717,163
Total liabilities			28,797,205				13,291,769
Commitments and contingencies (Note 6)
Series X Preferred Stock Subject to Redemption:
Preferred stock - $0.0001 par value; 50,000,000 shares authorized; 1,800 and 2,000 Series X shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively			—				2,000,000
Stockholders’ Deficit:
Preferred stock - $0.0001 par value; 50,000,000 shares authorized; 216 and 6,000 Series B Convertible Preferred Stock issued and outstanding at June 30, 2026 and December 31, 2025			1				1
Preferred stock - $0.0001 par value; 50,000,000 shares authorized; 100 and 0 Series C Convertible Preferred Stock issued and outstanding at June 30, 2026 and December 31, 2025, respectively			—				—
Preferred stock - $0.0001 par value; 50,000,000 shares authorized; 500 and 0 Series D Convertible Preferred Stock issued and outstanding at June 30, 2026 and December 31, 2025, respectively			—				—
Common stock - $0.0001 par value; 2,000,000,000 shares authorized; 2,025,470 and 20,963 issued and outstanding at June 30, 2026 and December 31, 2025, respectively			203				1
Additional paid-in capital			64,235,530				51,010,523
Accumulated deficit			(72,732,011	)			(57,099,883	)
Total stockholders’ deficit – La Rosa Holdings Corp. stockholders			(8,496,277	)			(6,089,358	)
Noncontrolling interest in subsidiaries			718,989				4,241,106
Total stockholders’ deficit			(7,777,288	)			(1,848,252	)
Total liabilities, Series X Subject to Redemption and stockholders deficit		$	21,019,917			$	13,443,517

4

La Rosa Holdings Corp. and Subsidiaries

Condensed Consolidated Statements of Operations

(unaudited)

		Three Months Ended June 30,								Six Months Ended June 30,
		2026				2025				2026				2025
Revenue		$	15,051,716			$	20,232,097			$	28,627,322			$	34,867,871
Cost of revenue			13,320,274				18,379,869				24,902,453				31,477,975
Gross profit			1,731,442				1,852,228				3,724,869				3,389,896
Operating expenses:
Sales and marketing			187,946				606,298				597,224				1,169,447
General and administrative			3,140,494				3,201,053				7,112,148				6,928,578
Stock-based compensation — general and administrative			72,885				507,457				182,610				2,422,308
Total operating expenses			3,401,325				4,314,808				7,891,982				10,520,333
Loss from operations			(1,669,883	)			(2,462,580	)			(4,167,113	)			(7,130,437	)
Other income (expense)
Interest expense, net			(436	)			(182,807	)			(6,215	)			(207,148	)
Gain on extinguishment of debt			—				4,113,000				—				3,961,075
Amortization of debt discount			—				—				—				(63,160	)
Change in fair value of derivative liability			—				—				—				899,874
Gain (Loss) on issuance of senior secured convertible note			14,332				—				(10,487,380	)			(128,836,250	)
Change in fair value of convertible note and warrants			(354,000	)			(5,315,000	)			(535,902	)			31,830,000
Gain on settlement of incremental warrants			—				82,299,000				—				82,299,000
Fair value of settlement of contract based equity issuances			(145,412	)			—				(206,508	)			—
Loss on disposition of non-controlling interest in subsidiary			—				—				(217,657	)			—
Other income (expense), net			—				11,491				—				11,265
Loss (income) from operations before provision for income taxes			(2,155,399	)			78,463,104				(15,620,775	)			(17,235,781	)
Provision for income taxes			—				—				—				—
Net (loss) income			(2,155,399	)			78,463,104				(15,620,775	)			(17,235,781	)
Less: Net income attributable to noncontrolling interests in subsidiaries			21,760				43,246				11,353				60,940
Net (loss) income after noncontrolling interest in subsidiaries			(2,177,159	)			78,419,858				(15,632,128	)			(17,296,721	)
Less: Deemed dividend			128,031				89,031				2,785,611				275,264
Net (loss) income attributable to common stockholders		$	(2,305,190	)		$	78,330,827			$	(18,417,739	)		$	(17,571,985	)
(Loss) Income per share of common stock attributable to common stockholders
Basic		$	(1.66	)		$	11,510.78			$	(22.73	)		$	(3,200.14	)
Diluted		$	(1.66	)		$	1,525.16			$	(22.73	)		$	(3,200.14	)
Weighted average shares used in computing net loss per share of common stock attributable to common stockholders
Basic			1,390,250				6,805				810,198				5,491
Diluted			1,390,250				51,359				810,198				5,491

5

Exhibit 99.2

 

La Rosa Holdings Corp. Announces Receipt of Nasdaq Deficiency Notice and Subsequent Regaining of Compliance

Company’s filing of second quarter 2026 Form 10-Q satisfied Nasdaq periodic filing requirement; matter is now closed

Celebration, FL – August 24, 2026 – La Rosa Holdings Corp. (NASDAQ: LRHC) (“La Rosa” or the “Company”), a real estate and PropTech company, today announced that it received a notification letter from the staff of The Nasdaq Stock Market LLC (“Nasdaq”) on August 21, 2026, regarding the Company’s compliance with Nasdaq Listing Rule 5250(c)(1), and subsequently received notification from Nasdaq confirming that the Company has regained compliance with the Rule on August 24, 2026.

On August 21, 2026, Nasdaq Staff notified the Company that it was not in compliance with Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all required periodic financial reports with the U.S. Securities and Exchange Commission (“SEC”), as a result of the Company’s delayed filing of its Quarterly Report on Form 10-Q for the period ended June 30, 2026.

The Company filed its Form 10-Q for the period ended June 30, 2026 with the SEC on August 21, 2026. Following the filing, Nasdaq Staff notified the Company on August 24, 2026 that it had determined that the Company is now in compliance with Nasdaq Listing Rule 5250(c)(1).

Accordingly, Nasdaq has advised the Company that the matter is now closed.

“We are pleased to have quickly resolved this matter and regained compliance with Nasdaq’s periodic filing requirements,” said Joe La Rosa, Chief Executive Officer of La Rosa Holdings Corp. “With this matter now resolved, our focus remains on executing our business strategy, improving operating performance and evaluating opportunities designed to strengthen the Company and create value for our shareholders.”

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 tools designed 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 23 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 within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the Company’s current expectations that are subject to various risks and uncertainties. Such statements include, but not limited to, statements regarding the Company’s ability to grow its business, the strategic review process and potential outcomes thereof, our ability to maintain compliance with Nasdaq, 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,” “strategic alternatives” 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 identify and consummate strategic transactions on favorable terms or at all, to satisfy closing conditions of financing facilities and the timing and use of proceeds thereof, 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 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 the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, 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 obligation 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

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 PRESS RELEASE OF LA ROSA HOLDINGS CORP. (FINANCIAL HIGHLIGHTS), DATED AUGUST 24, 101.2 KB
• EX-99.2 PRESS RELEASE OF LA ROSA HOLDINGS CORP. (NASDAQ NOTICE), DATED AUGUST 24, 2026 11.7 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