La Rosa Holdings (NASDAQ: LRHC) takes full control of profitable Lakeland brokerage
Rhea-AI Filing Summary
La Rosa Holdings Corp. acquired the remaining 49% membership interest in La Rosa Realty Lakeland LLC for aggregate cash consideration of
Under a related settlement, the seller agreed not to sell more than 5,000 La Rosa common shares per month until the full purchase price is received or the stock closes at
The Lakeland operation, branded La Rosa Realty Prestige, generated about
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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):
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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).
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Item 1.01 Entry into a Material Definitive Agreement.
On February 11, 2026, La Rosa Holdings Corp., a Nevada corporation (the “Company”), entered into and closed the transaction (the “Transaction”) provided for under a Membership Interest Purchase Agreement (the “Purchase Agreement”) and a Settlement Agreement (the “Settlement Agreement”, and together with the Purchase Agreement, the “Agreements”) by and among the Company, Joseph La Rosa, the Chief Executive Officer of the Company, the selling member (the “Seller”) of La Rosa Realty Lakeland LLC, a Florida limited liability company (“Lakeland”), and Lakeland.
Pursuant to the Agreements, the Company acquired from the Seller all of his 49% membership interest in Lakeland for aggregate cash consideration of $350,000 (the “Purchase Price”), consisting of (i) an initial payment of $150,000 payable within ten (10) days following the closing, and (ii) installment payments totaling $200,000, payable in twelve (12) equal monthly installments of $16,666.67 commencing on March 1, 2026. As a result of the closing of the Transaction, Lakeland became a wholly owned subsidiary of the Company.
The Agreements contain customary representations, warranties, covenants and mutual releases.
In addition, under the Settlement Agreement, the Seller agreed not to sell more than 5,000 shares of the Company’s common stock per calendar month prior to the earlier of (i) receipt by the Seller of the full Purchase Price, and (ii) such date as the Company’s common stock has a closing price of $5.00 or more for twenty (20) consecutive trading days, as reported by the Nasdaq Stock Market.
As part of the closing of the Transaction, on February 11, 2026, the Company and the Seller also entered into a Pledge Agreement (the “Pledge Agreement”) pursuant to which, as a security for the unpaid portion of the Purchase Price, the Company granted the Seller a perfected, first-priority security interest in a non-voting 28% economic membership interest in Lakeland.
The foregoing descriptions of the Purchase Agreement, Settlement Agreement, and Pledge Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, which are filed as Exhibits 10.1, 10.2, 10.3 hereto, respectively, and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
To the extent required by Item 2.03 of Form 8-K, the information contained in Item 1.01 of this Current Report is incorporated herein by reference.
Item 8.01 Other Events.
On February 18, 2026, the Company issued a press release with respect to the Transaction 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.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are being filed herewith:
| Exhibit No. | Description | |
| 10.1# | Membership Interest Purchase Agreement by and among La Rosa Holdings Corp., the Seller, and La Rosa Realty Lakeland LLC, dated February 11, 2026 | |
| 10.2# | Settlement Agreement by and among La Rosa Holdings Corp., Joseph La Rosa and the Seller, dated February 11, 2026 | |
| 10.3 | Pledge Agreement by and between La Rosa Holdings Corp. and the Seller, dated as of February 11, 2026 | |
| 99.1 | Press release of La Rosa Holdings Corp., as of February 18, 2026. | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document). |
| # |
Schedules and similar attachments have been omitted pursuant to Regulation S-K Item 601(a)(5).
The Company agrees to furnish a supplemental copy of any omitted schedule or attachment to the SEC upon request. |
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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: February 18, 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 Acquires Remaining 49% Interest in Profitable Brokerage with $5.1M Trailing Twelve Months Revenue
Prestige Ranked Third in Polk County, Florida by Agent Count and Total Real Estate Sales Volume Over the Last 12 Months
Celebration, FL – February 18, 2026 – La Rosa Holdings Corp. (NASDAQ: LRHC) (“La Rosa” or the “Company”), a real estate and PropTech enterprise, today announced that it has acquired the remaining 49% ownership interest in its franchisee, La Rosa Realty Lakeland LLC (doing business as La Rosa Realty Prestige) (“Prestige”). With this transaction, Prestige is now a wholly owned subsidiary of La Rosa. Prestige operates in Lakeland, Florida, with an additional branch office in Winter Haven, serving the broader Central Florida market. For the last 12 months, Prestige ranked third as a real estate brokerage based on its agent count and on its total real estate sales volume in Polk County, Florida1.
Prestige generated approximately $5.1 million in revenue for the trailing twelve months ended September 30, 2025 and reported positive net income during that period. The brokerage provides residential and commercial real estate services and offers coaching and support services to agents on a fee basis.
Joe La Rosa, CEO of La Rosa, commented, “This acquisition reflects our continued focus on strengthening our corporate-owned platform with profitable, market-leading operations. With 138 agents, 420 transactions completed last year, and strong revenue and profitability metrics, Prestige is a meaningful contributor to our Central Florida footprint. By acquiring the remaining ownership interest, we enhance operational alignment, improve integration across our platform, and position this office to further benefit from our technology, support infrastructure, and growth initiatives.”
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.
1 According to ratemyagent.com as of February 13, 2026
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
Filing Exhibits & Attachments
8 documentsPress Releases
Agreements & Contracts
