La Rosa enacts 1-for-6 reverse stock split
La Rosa Holdings implemented a 1-for-6 reverse stock split to cut its share count and support continued Nasdaq listing while keeping authorized shares and par value unchanged.
Rhea-AI Filing Summary
La Rosa Holdings Corp. (LRHC) approved and implemented a 1-for-6 reverse stock split of its common stock, effective at 12:01 a.m. (New York time) on September 8, 2026. Every six issued and outstanding shares of common stock were automatically combined into one share, with fractional entitlements rounded up to the next whole share.
The reverse stock split reduced outstanding common shares from approximately 3.4 million to approximately 569 thousand, while authorized common shares remained at 2,050,000,000 and par value stayed $0.0001 per share. La Rosa’s common stock continues to trade on the Nasdaq Capital Market under the symbol “LRHC” and began trading on a reverse-split-adjusted basis on September 8, 2026, with a new CUSIP, 50172T509.
Proportionate adjustments were made to the exercise prices and share amounts for outstanding stock options, warrants and other convertible or equity incentive instruments, as well as the number of shares reserved under equity plans. La Rosa stated it has not received a Nasdaq minimum bid price deficiency notice and is taking proactive corporate action to support continued exchange listing.
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Filing Explained
The effective reverse split consolidated existing shares rather than increasing authorized shares: six shares became one while authorization stayed at 2 billion 50 million shares; a reverse split raises per-share price proportionally and leaves company value unchanged by the split itself.
8-K Event Classification
Key Figures
Key Terms
reverse stock split financial
Nasdaq Capital Market market
CUSIP financial
restricted stock units financial
Regulation FD regulatory
FAQ
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What reverse stock split did La Rosa Holdings Corp. (LRHC) implement?
When did the LRHC reverse stock split take effect and when did split-adjusted trading begin?
How were LRHC options, warrants, and other equity awards affected by the reverse stock split?
What is La Rosa Holdings Corp. (LRHC) new CUSIP and listing status after the reverse split?
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
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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) |
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| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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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
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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 3.03 Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K (this “Current Report”) is incorporated herein by reference.
Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 3, 2026, La Rosa Holdings Corp., a Nevada corporation (the “Company”), filed a Certificate of Amendment to the Company’s Amended and Restated Articles of Incorporation, as amended (the “Certificate of Amendment”), with the Secretary of State of Nevada to effect an 1-for-6 reverse stock split of the shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), issued and outstanding, effective as of 12:01 a.m. (New York time) on September 8, 2026, (the “Reverse Stock Split”). As previously reported by the Company, on November 12, 2025, the Company’s stockholders holding majority of the voting power by a written consent (the “Stockholders Approval”) approved the amendment to the Company’s Amended and Restated Articles of Incorporation, as amended (the “Articles of Incorporation”), to effect a reverse stock split of the Company’s Common Stock at a ratio in the range of 1-for-5 to 1-for-100, with such ratio to be determined by the Company’s board of directors (the “Board”). Such resolution of the stockholders became effective on December 25, 2025, or twenty (20) days after the Company filed with the Securities and Exchange Commission (the “SEC”) and mailed to its stockholders respective Information Statement on Schedule 14C on or approximately December 4, 2025. Following the Stockholders Approval, the Board determined to effect the Reverse Stock Split at a ratio of 1-for-6 and approved the corresponding final form of the Certificate of Amendment.
As a result of the Reverse Stock Split, every six (6) shares of issued and outstanding Common Stock were automatically combined into one (1) issued and outstanding share of Common Stock. No fractional shares were issued as a result of the Reverse Stock Split, fractional entitlements were rounded up to the next whole number. The Reverse Stock Split reduced the number of shares of Common Stock outstanding from approximately 3.4 million shares to approximately 569 thousand shares. The number of authorized shares of Common Stock under the Company’s Articles of Incorporation remained unchanged at 2 billion 50 million (2,050,000,000) shares and the par value of the Common Stock remained $0.0001 per share.
The Common Stock began trading on a reverse stock split-adjusted basis on The Nasdaq Capital Market on September 8, 2026. The trading symbol for the Common Stock remained “LRHC.” The new CUSIP number for the Common Stock following the Reverse Stock Split is 50172T509.
Proportionate adjustments were also made to the per share exercise price and the number of shares of Common Stock that may be purchased upon exercise of outstanding stock options granted by the Company, and the number of shares of Common Stock reserved for future issuance under the Company’s equity incentive plans. The Company adjusted the number of shares available for issuance upon the exercise of outstanding warrants to issue Common Stock as well as the exercise price to reflect the effects of the Reverse Stock Split. The Company also adjusted the number of shares issuable upon conversion of outstanding restricted stock units to reflect the effects of the Reverse Stock Split.
The information set forth herein is qualified in its entirety by reference to the complete text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report and is incorporated by reference herein.
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Item 7.01 Regulation FD Disclosure.
On September 3, 2026, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by reference in such a filing. Furthermore, the furnishing of information under Item 7.01 of this Current Report is not intended to constitute a determination by the Company that the information contained herein, including the exhibits hereto, is material or that the dissemination of such information is required by Regulation FD.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to Amended and Restated Articles of Incorporation of La Rosa Holdings Corp., filed on September 3, 2026 | |
| 99.1 | Press release of the Company issued on September 3, 2026 | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: September 8, 2026 | LA ROSA HOLDINGS CORP. | |
| By: | /s/ Joseph La Rosa | |
| Name: | Joseph La Rosa | |
| Title: | Chief Executive Officer | |
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Exhibit 99.1
La Rosa Holdings Announces 1-for-6 Reverse Stock Split
Celebration, FL – September 3, 2026 – La Rosa Holdings Corp. (NASDAQ: LRHC) (“La Rosa” or the “Company”), a real estate and PropTech enterprise, today announced that it will effect a 1-for-6 reverse split (“reverse stock split”) of its shares of common stock that will become effective on September 8, 2026 at 12:01 a.m. (Eastern Time).
La Rosa’s common stock will continue to trade on Nasdaq under the symbol “LRHC” and will begin trading on a split-adjusted basis when the market opens on September 8, 2026. The new CUSIP number for the common stock following the reverse stock split will be 50172T509. At the effective time of the reverse stock split, every 6 shares of the Company’s issued and outstanding common stock will be automatically reclassified and combined into 1 share of common stock. The reverse stock split will reduce the number of outstanding shares of common stock from approximately 3.4 million shares to approximately 569 thousand shares, without giving effect to rounding. The reverse stock split will also apply to Company’s common stock issuable upon exercise of the Company’s outstanding stock options and warrants and upon conversion of outstanding convertible securities. No fractional shares will be issued; instead, any fractional entitlements will be rounded up to the next highest whole number at the participant level.
As of the date of this release, the Company has not received a deficiency notice from Nasdaq regarding its minimum bid price requirement. Instead, the Company is taking proactive corporate action to ensure compliance before any notice is issued. By acting early, La Rosa intends to demonstrate its commitment to maintaining its Nasdaq listing.
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 entities 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