STOCK TITAN

La Rosa Holdings (NASDAQ: LRHC) grows 2025 revenue 17% but posts large loss

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

La Rosa Holdings Corp. reported strong top-line growth for 2025 but very weak overall results. Total revenue rose about 17% to $68.5 million, driven mainly by residential real estate services, while gross profit increased 17% to $7.0 million.

Despite this growth, the company posted a net loss attributable to common stockholders of $32.8 million and ended 2025 with negative stockholders’ equity of $1.8 million. Its auditors included a going concern paragraph, and management reported material weaknesses in internal control over financial reporting.

La Rosa ended 2025 with unrestricted cash of about $3.1 million. The company also signed a non-binding letter of intent to acquire Consensus Core Technologies to expand into AI and high-performance computing infrastructure, with completion subject to a definitive agreement, approvals and closing conditions.

Positive

  • Strong 2025 revenue and gross profit growth: Total revenue increased about 17% year-over-year to $68.5 million, and gross profit rose 17% to $7.0 million, with broad-based growth across residential, title, commercial brokerage and property management segments.

Negative

  • Large losses and negative equity: Net loss attributable to common stockholders was $32.8 million for 2025, and stockholders’ equity turned negative $1.8 million, indicating significant financial strain.
  • Going concern and control weaknesses: The independent auditors included a going concern explanatory paragraph, and management identified material weaknesses in internal control over financial reporting as of December 31, 2025.
  • Heavy non-cash and financing-related items: Results include sizeable impairment of goodwill and intangibles and large gains and losses related to convertible notes, warrants and extinguishment of debt, adding volatility to the income statement.

Insights

Revenue grew 17%, but heavy losses, negative equity and going concern language dominate.

La Rosa Holdings Corp. delivered about 17% year-over-year revenue growth to $68.5 million in 2025, with gross profit up to $7.0 million. Growth was broad-based across residential, title, commercial brokerage and property management, showing the core brokerage platform can scale at the top line.

However, operating expenses of $27.3 million, including sizeable stock-based compensation and a $6.9 million impairment, drove a large loss from operations. Net loss attributable to common stockholders reached $32.8 million, and stockholders’ equity turned negative $1.8 million, while total liabilities nearly equaled total assets.

The auditors added a going concern paragraph, and management disclosed material weaknesses in internal controls, both important red flags. The non-binding letter of intent to acquire Consensus Core Technologies signals a strategic shift toward AI infrastructure, but completion depends on a definitive agreement, approvals and customary conditions, so execution and financing details remain key uncertainties.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
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, and exhibit attachments filed with this report.
2025 revenue $68.5 million Total revenue for year ended December 31, 2025 (about 17% YoY increase)
2025 gross profit $7.0 million Gross profit for year ended December 31, 2025, up from $6.0 million in 2024
Net loss to common stockholders 2025 $32,819,828 Net loss attributable to common stockholders for year ended December 31, 2025
Unrestricted cash year-end 2025 $3.1 million Unrestricted cash as of December 31, 2025, versus $1.4 million in 2024
Total assets 2025 $13,443,517 Total assets as of December 31, 2025
Total liabilities 2025 $13,291,769 Total liabilities as of December 31, 2025
Stockholders’ equity 2025 -$1,848,252 Total stockholders’ (deficit) equity as of December 31, 2025
Impairment of goodwill and intangibles 2025 $6,911,770 Impairment expense recorded in operating expenses for 2025
going concern financial
"The Company’s independent auditors have included an explanatory paragraph in their audit report regarding the Company’s ability to continue as a going concern."
A going concern is a business that is expected to continue its operations and meet its obligations for the foreseeable future, rather than shutting down or selling off assets. This assumption matters to investors because it indicates stability and ongoing profitability, making the business a more reliable investment. Think of it as believing a restaurant will stay open and serve customers, rather than closing down suddenly.
material weaknesses financial
"Additionally, management has identified material weaknesses in the Company’s internal control over financial reporting as of December 31, 2025."
Material weaknesses are significant flaws in a company’s systems for ensuring its financial reports are accurate and reliable. Like a broken lock on a safe, they increase the chance that financial statements contain big errors or omissions, which can mislead investors about performance and risk; discovering one often raises questions about management oversight, may lead to restated results, and can affect investor confidence and a company’s valuation.
non-binding letter of intent financial
"we have signed a non-binding letter of intent to acquire Consensus Core Technologies, a provider of critical infrastructure solutions for AI and high-performance computing."
A non-binding letter of intent is a preliminary document that outlines the main terms and expectations of a proposed transaction—such as a merger, acquisition, investment or partnership—without creating a legally enforceable obligation to complete the deal. Think of it as a written handshake or shopping list: it signals serious interest and sets the framework for negotiations and due diligence, which can move markets, but it does not guarantee the transaction will happen until a final, binding agreement is signed.
derivative liability financial
"Change in fair value of derivative liability | | | 899,874 | | | | (1,338,506 | )"
A derivative liability is an obligation a company owes because of a derivatives contract—such as an option, future, swap, or forward—that has moved against it and now has negative value. Think of it like a settled bet that turned into a bill: if market moves go the other way, the company may have to pay cash or deliver assets. Investors care because these liabilities can create sudden losses, add leverage or counterparty risk, and change a company’s true financial exposure beyond its everyday operations.
stock-based compensation financial
"Stock-based compensation — general and administrative | | | 4,980,139 | | | | 4,730,355 |"
Stock-based compensation is when a company pays employees, directors or consultants with shares or the right to buy shares instead of or in addition to cash. It matters to investors because issuing stock or options spreads ownership thinner (like cutting a pie into more slices), which can reduce each existing share’s claim on profits and can also change reported earnings; investors watch it to assess true cost of running the business and how management is incentivized.
Revenue $68.5M +17% YoY
Gross profit $7.0M +17% YoY
Net loss attributable to common stockholders $32.8M larger loss vs. $15.9M in 2024
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false 0001879403 0001879403 2026-06-05 2026-06-05 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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): June 5, 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 2.02 Results of Operations and Financial Condition.

 

On June 5, 2026, La Rosa Holdings Corp., a Nevada corporation (the “Company”), issued a press release announcing certain business and financial highlights for the fiscal year ended December 31, 2025.

 

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 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.

 

The following exhibits are being filed herewith:

 

Exhibit No.   Description
99.1   Press Release of La Rosa Holdings Corp., dated June 5, 2026.
104   Cover Page Interactive Data File (embedded with the Inline XBRL document).

 

1

 

 

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 5, 2026 LA ROSA HOLDINGS CORP.
     
  By:  /s/ Joseph La Rosa 
  Name:  Joseph La Rosa
  Title:  Chief Executive Officer

 

2

 

Exhibit 99.1

 

 

La Rosa Holdings Corp. Reports 17% Year-Over-Year Revenue Growth to $68.5 Million for Fiscal 2025

 

Gross Profit Increased 17% Year-Over-Year to $7.0 Million in 2025

 

Celebration, FL June 5, 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 year ended December 31, 2025.

 

2025 Financial Highlights

 

Total revenue increased approximately 17% year-over-year to $68.5 million for the year ended December 31, 2025 from $58.7 million for the year ended December 31, 2024
   
Residential real estate services revenue increased by approximately $9.5 million to $66.5 million, or 17% for the year ended December 31, 2025 from $57.0 million for the year ended December 31, 2024
   
Title Settlement and Insurance revenue increased by approximately $215 thousand to $298 thousand, or approx. 259% for the year ended December 31, 2025 from $83 thousand for the year ended December 31, 2024
   
Real Estate Brokerage Services (Commercial) revenue increased by approximately $366 thousand to $694 thousand, or approx. 112% for the year ended December 31, 2025 from $328 thousand for the year ended December 31, 2024
   
Property management revenue increased by approximately $47 thousand to approximately $395 thousand, or 13%, for the year ended December 31, 2025 from $349 thousand for the year ended December 31, 2024
   
Gross profit increased by approximately $1.0 million, or 17%, year-over-year, to $7.0 million for the year ended December 31, 2025 from $6.0 million for the year ended December 31, 2024
   
As of December 31, 2025, the Company had unrestricted cash of approximately $3.1 million compared to $1.4 million as of December 31, 2024

 

Joe La Rosa, CEO of La Rosa, commented, “We are pleased with our performance in 2025, highlighted by a 17% year-over-year increase in total revenue to $68.5 million. Growth was driven by continued momentum in our residential real estate services segment, which also increased 17%, together with steady contributions from our title settlement and insurance, commercial brokerage, and property management businesses. We believe that our ability to deliver top-line growth while increasing gross profit by 17% demonstrates the scalability of our platform.”

 

“Looking ahead, we intend on strategically positioning La Rosa at the intersection of real estate and next-generation technology. As part of this strategy, we have signed a non-binding letter of intent to acquire Consensus Core Technologies, a provider of critical infrastructure solutions for AI and high-performance computing. We believe this proposed acquisition, if consummated, would position La Rosa at the forefront of the AI infrastructure ecosystem and provide a scalable platform to capitalize on the growing demand for AI compute capacity. The consummation of this transaction is subject to, and contingent upon, the execution of a definitive agreement and other related transaction documents by the parties, corporate approval and customary closing conditions, and there can be no assurances that such transaction will be consummated.   We believe we are well-positioned to drive long-term value for our stockholders,” concluded Mr. La Rosa.

 

This press release is being issued in connection with the Company’s filing of a comprehensive Annual Report on Form 10-K for the fiscal years ended December 31, 2025 and 2024 (“Comprehensive Form 10-K”), which includes restated financial statements for the fiscal year ended December 31, 2024 and certain interim periods, as described therein. The Company’s independent auditors have included an explanatory paragraph in their audit report regarding the Company’s ability to continue as a going concern. Additionally, management has identified material weaknesses in the Company’s internal control over financial reporting as of December 31, 2025. For further information, investors should refer to the Company’s Comprehensive Form 10-K filed with the SEC.

 

 

 

 

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.

 

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 satisfy closing conditions of the financing facilities and the timing and use of proceeds thereof, including the redemption of the Series X Preferred Stock, to achieve profitable operations, our ability to successfully integrate acquisitions into our business 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, 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 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)

 

2

 

 

La Rosa Holdings Corp. and Subsidiaries

Consolidated Balance Sheets

 

   December 31,
2025
   December 31,
2024
 
Assets        
Current assets:        
Cash and cash equivalents  $3,086,770   $1,442,901 
Restricted cash   1,758,531    1,750,421 
Accounts receivable, net of allowance for credit losses of $179,643 and $166,504, respectively   1,252,452    931,662 
Other current assets   15,601    1,788 
Total current assets   6,113,354    4,126,772 
           
Noncurrent assets:          
Restricted cash, net of current   58,972    387,286 
Property and equipment, net   6,094    9,411 
Right-of-use asset, net   963,991    997,715 
Intangible assets, net   4,425,042    5,840,080 
Goodwill   1,831,197    8,012,331 
Other long-term assets   44,867    33,831 
Total noncurrent assets   7,330,163    15,280,654 
Total assets  $13,443,517   $19,407,426 
Liabilities, Series X Preferred Stock Subject to Redemption and Stockholders’ (Deficit) Equity          
Current liabilities:          
Accounts payable  $2,895,861   $2,376,704 
Accrued expenses   83,876    738,065 
Contract liabilities   171,100    7,747 
Security deposits and escrow payable   1,758,531    1,750,421 
Line of credit       148,976 
Derivative liability       1,607,544 
Advances on future receipts       618,681 
Accrued acquisition cash consideration   30,000    381,404 
Notes payable, current   148,757    2,187,673 
Lease liability, current   486,481    473,733 
Total current liabilities   5,574,606    10,290,948 
           
Noncurrent liabilities:          
Note payable, net of current   7,143,803    1,475,064 
Security deposits and escrow payable, net of current   58,972    387,286 
Lease liability, noncurrent   514,388    545,759 
Other liabilities       32,950 
Total non-current liabilities   7,717,163    2,441,059 
Total liabilities   13,291,769    12,732,007 
           
Commitments and contingencies (Note 16)          
           
Series X Preferred Stock Subject to Redemption:          
Preferred stock - $0.0001 par value; 50,000,000 shares authorized; 2,000 and 0 Series X Preferred Stock issued and outstanding at December 31, 2025 and December 31, 2024, respectively   2,000,000     
Stockholders’ (Deficit) Equity:          
Preferred stock - $0.0001 par value; 50,000,000 shares authorized; 0 and 2,000 Series X shares issued and outstanding at December 31, 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 December 31, 2025 and December 31, 2024, respectively   1     
Common stock - $0.0001 par value; 2,000,000,000 shares authorized; 20,963 and 2,772 issued and outstanding at December 31, 2025 and December 31, 2024, respectively   1     
Additional paid-in capital   51,010,523    29,123,774 
Accumulated deficit   (57,099,883)   (26,555,319)
Total stockholders’ (deficit) equity – La Rosa Holdings Corp. shareholders   (6,089,358)   2,568,455 
Noncontrolling interest in subsidiaries   4,241,106    4,106,964 
Total stockholders’ (deficit) equity   (1,848,252)   6,675,419 
Total Liabilities, Series X Preferred Stock Subject to Redemption and Stockholders’ (Deficit) Equity  $13,443,517   $19,407,426 

 

 

3

 

 

La Rosa Holdings Corp. and Subsidiaries

Consolidated Statements of Operations

 

   Year Ended
December 31,
 
   2025   2024 
       (Restated) 
Revenue  $68,507,806   $58,682,139 
           
Cost of revenue   61,539,417    52,728,860 
           
Gross profit   6,968,389    5,953,279 
           
Operating expenses:          
Sales and marketing   1,542,680    1,007,077 
General and administrative   13,869,972    10,625,551 
Stock-based compensation — general and administrative   4,980,139    4,730,355 
Impairment of goodwill and intangibles   6,911,770    787,438 
Total operating expenses   27,304,561    17,150,421 
           
Loss from operations   (20,336,172)   (11,197,142)
Other income (expense)          
Interest expense, net   243,825    (403,397)
Gain (loss) on extinguishment of debt   3,961,075    (777,558)
Amortization of debt discount   (63,160)   (649,138)
Change in fair value of derivative liability   899,874    (1,338,506)
Loss on issuance of senior secured convertible note and warrants   (128,836,250)    
Change on fair value of convertible note and warrants   31,163,415     
Gain on settlement of incremental warrants   82,299,000     
Other income, net   257,971    15,745 
Loss before income taxes   (30,410,422)   (14,349,996)
Provision for income taxes        
Net loss   (30,410,422)   (14,349,996)
Less: Net income attributable to noncontrolling interests in subsidiaries   134,142    97,567 
Net loss after noncontrolling interest in subsidiaries   (30,544,564)   (14,447,563)
Less: Deemed dividend   2,275,264    1,476,044 
Net loss attributable to common stockholders  $(32,819,828)  $(15,923,607)
           
Loss per share of common stock attributable to common stockholders          
Basic and diluted  $(3,531)  $(7,844)
           
Weighted average shares used in computing net loss per share of common stock attributable to common stockholders          
Basic and diluted   9,296    2,030 

 

4

 

FAQ

How did La Rosa Holdings Corp. (LRHC) perform financially in 2025?

La Rosa reported 2025 revenue of $68.5 million, up about 17% from 2024, with gross profit of $7.0 million. Despite this growth, net loss attributable to common stockholders widened to $32.8 million, reflecting high operating expenses, impairments and complex financing-related items.

Did La Rosa Holdings Corp. (LRHC) generate a profit or loss in 2025?

La Rosa generated a substantial net loss in 2025. Net loss attributable to common stockholders was about $32.8 million, compared with $15.9 million in 2024, as operating expenses, stock-based compensation, impairments and financing-related charges outweighed gross profit growth.

What is the going concern disclosure for La Rosa Holdings Corp. (LRHC)?

The company’s independent auditors included an explanatory paragraph about La Rosa’s ability to continue as a going concern. This reflects doubts about its capacity to meet obligations without additional support, given large losses, negative equity and the overall financial position shown in the 2025 results.

What were La Rosa Holdings Corp. (LRHC) revenue growth drivers in 2025?

Revenue grew about 17% to $68.5 million, mainly from residential real estate services, which rose to $66.5 million. Title settlement and insurance, commercial brokerage, and property management revenues also increased, with some categories more than doubling off smaller 2024 bases.

What is La Rosa Holdings Corp. (LRHC) planning with Consensus Core Technologies?

La Rosa signed a non-binding letter of intent to acquire Consensus Core Technologies, an AI and high-performance computing infrastructure provider. The potential deal aims to position La Rosa in AI infrastructure but depends on a definitive agreement, corporate approvals and customary closing conditions.

What liquidity position did La Rosa Holdings Corp. (LRHC) report at year-end 2025?

As of December 31, 2025, La Rosa reported unrestricted cash of about $3.1 million, up from $1.4 million a year earlier. Total assets were $13.4 million, while total liabilities were about $13.3 million, leaving stockholders’ equity in a deficit position.

Filing Exhibits & Attachments

4 documents