La Rosa Holdings (NASDAQ: LRHC) gets Nasdaq notice over late 2025 10-K
Rhea-AI Filing Summary
La Rosa Holdings Corp. reported that Nasdaq has notified the company it is out of compliance with Nasdaq Listing Rule 5250(c)(1) because it did not timely file its Form 10-K for the year ended December 31, 2025.
The company has 60 days from the April 16, 2026 notice to submit a compliance plan, and Nasdaq may grant up to 180 days from the Form 10-K due date, until October 12, 2026, to regain compliance. La Rosa says it is in the final stages of preparing the 10-K and currently expects to file within the 60-day window, but there is no assurance this will occur or that any extension will be granted.
The Nasdaq notice has no immediate effect on the listing of La Rosa’s common stock, which continues to trade on The Nasdaq Capital Market under the symbol LRHC. The company issued a press release on April 22, 2026 describing the notification and reiterating its intent to regain compliance while maintaining its focus on financial reporting standards and strategic initiatives.
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- None.
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- Nasdaq non-compliance notice for failing to timely file the Form 10-K for the year ended December 31, 2025 introduces listing-risk and may undermine confidence in the company’s financial reporting timeline.
Insights
Nasdaq non-compliance raises listing-risk over late 10-K filing.
La Rosa Holdings disclosed a Nasdaq notice for failing to timely file its Form 10-K for the year ended December 31, 2025. This is a compliance issue, not an operating result, but it can affect investor confidence because it signals reporting delays.
Nasdaq’s process gives the company 60 days to submit a plan and potentially up to October 12, 2026 to regain compliance. During this period, the stock remains listed, yet prolonged non-compliance could ultimately lead to delisting proceedings if unresolved.
Management states it is in the final stages of preparing the 10-K and expects to file within the 60-day window. Actual impact will hinge on how quickly the filing is completed and whether Nasdaq accepts any compliance plan that may be required.
8-K Event Classification
Key Figures
Key Terms
Nasdaq Listing Rule 5250(c)(1) regulatory
Annual Report on Form 10-K financial
Nasdaq Capital Market market
Nasdaq Hearings Panel regulatory
forward-looking statements regulatory
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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On April 16, 2026, the Company received a notice (the “Notice”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) as a result of its failure to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Form 10-K”) with the SEC.
The Staff informed the Company in the Notice that, under Nasdaq rules, the Company has 60 calendar days to submit a plan to regain compliance, and if the Staff accepts such plan, they can grant an exception of up to 180 calendar days from the Form 10-K’s due date (or until October 12, 2026) to regain compliance. In determining whether to accept our plan, Nasdaq will consider such things as the likelihood that the filing of the Form 10-K, along with any subsequent periodic filing that will be due, can be made within the 180 day period, the Company’s past compliance history, the reasons for the late filing of the Form 10-K, other corporate events that may occur within its review period, the Company’s overall financial condition and its public disclosures. Any subsequent periodic filing that is due within such 180-day exception period must be filed no later than the end of the period.
As previously reported in the Company’s Notification of Late Filing on Form 12b-25/A filed with the SEC on April 1, 2026 (the “Form 12b-25”), the Company was unable to file the Form 10-K within the prescribed period because the Company requires additional time to prepare and review its financial statements to ensure adequate disclosure of the financial information required to be included in the Form 10-K. Subsequent to filing the Form 12b-25, the Company continued to dedicate significant resources to the completion of the Form 10-K but was unable to file the Form 10-K by April 15, 2026, the end of the extension period provided by the Form 12b-25. The Company requires additional time to complete and file the Form 10-K.
The Notice from Nasdaq has no immediate effect on the listing of the Company’s common stock and its common stock will continue to be listed on The Nasdaq Capital Market under the symbol “LRHC”. The Company intends to take the necessary steps to regain compliance with Nasdaq’s listing rules as soon as practicable and currently expects to file the Form 10-K within the 60-day period granted by Nasdaq in the Notice (which would eliminate the need for the Company to submit a formal plan to regain compliance) and/or submit a plan of compliance with Nasdaq. However, there can be no assurance that the Form 10-K will be filed within such period, a plan of compliance will be submitted within such period, the Staff will grant the Company an exception of up to 180 calendar days from the Form 10-K’s due date, or that the Company will be able meet the continued listing requirements during any compliance period that may be granted by Nasdaq.
As required under Nasdaq Listing Rule 5810(b), the Company issued a press release on April 22, 2026, announcing that it had received the Notice. A copy of this press release is attached as Exhibit 99.1 to this Form 8-K.
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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 Company’s intention to regain compliance with the Nasdaq Listing Rule 5250(c)(1) 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 8.01 Other Events.
As required under Nasdaq Listing Rule 5810(b), the Company issued a press release on April 22, 2026 announcing that it had received the Notice from Nasdaq. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.
The disclosure under Item 8.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information provided herein shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press release of La Rosa Holdings Corp., dated April 22, 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). |
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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: April 22, 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 Receives Nasdaq Notification of Non-Compliance with Listing Rule 5250(c)(1)
Celebration, FL – April 22, 2026 – La Rosa Holdings Corp. (NASDAQ: LRHC) (“La Rosa” or the “Company”), a real estate and PropTech enterprise, today announced that on April 16, 2026, it received a delinquency notification letter from the Listing Qualifications Staff of the Nasdaq Stock Market LLC (“Nasdaq”) due to the Company’s non-compliance with Nasdaq Listing Rule 5250(c)(1) (the “Nasdaq Listing Rule”) as a result of the Company’s failure to timely file its Annual Report on Form 10-K for the period ended December 31, 2025 (the “Filing”). The Nasdaq Listing Rule requires listed companies to timely file all required periodic financial reports with the Securities and Exchange Commission (the “SEC”).
This Notice has no immediate effect on the listing of the Company’s securities on Nasdaq.
The Notice provides that the Company shall submit to Nasdaq a plan to regain compliance with the Nasdaq Listing Rule no later than June 15, 2026. If Nasdaq accepts the Company’s plan, then Nasdaq may grant the Company an exception up to 180 calendar days from the Filing’s due date, or until October 12, 2026, to regain compliance. In determining whether to accept the plan, Nasdaq will consider such things as the likelihood that the Filing, along with any subsequent periodic filing that will be due, can be made within the 180 day period, the Company’s past compliance history, the reasons for the late Filing, other corporate events that may occur within its review period, the Company’s overall financial condition and its public disclosures. If Nasdaq does not accept the Company’s plan, then the Company will have the opportunity to appeal that decision to a Nasdaq Hearings Panel.
The Company intends to take the necessary steps to regain compliance with Nasdaq Listing Rule as soon as practicable and currently expects to file the Filing within the 60-day period granted by Nasdaq and/or submit a plan of compliance with Nasdaq. However, there can be no assurance that a plan of compliance will be submitted within such period, the Filing will be filed within such period, the Nasdaq will grant the Company an exception of up to 180 calendar days from the Filing’s due date, or that the Company will be able meet the continued listing requirements during any compliance period that may be granted by Nasdaq.
Joe La Rosa, CEO of La Rosa, commented, “We are in the final stages of preparing our annual report on Form 10-K and are prioritizing its completion. We intend to file promptly and, upon doing so, expect to return to compliance with Nasdaq Listing Rule 5250(c)(1). Our focus remains on maintaining high standards of financial reporting while advancing our strategic 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.
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