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): February 19, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
CEO Amendment
On February 19, 2026, with the approval of its Board of Directors (the “Board”), La Rosa Holdings Corp., a Nevada corporation (the “Company”), entered into an Amendment (the “CEO Amendment”) to its Amended and Restated Employment Agreement, dated November 12, 2025, between the Company and Joseph La Rosa, the Company’s Chief Executive Officer (the “CEO”).
Under the CEO Amendment, the CEO agreed to a reduction in the base salary of the CEO from $500,000 to $200,000 per annum, in consideration of which the Company agreed to revise certain provisions of its Confidential Information and Invention Assignment Agreement dated April 12, 2022 (the “CIA Agreement”), between the CEO and the Company so that the CEO’s non-competition restrictions will be effective only during the term of his employment with the Company. In addition, the period of non-solicitation restrictions under the CIA Agreement was reduced from twenty-four (24) to twelve (12) months post-employment. These changes will become effective on March 15, 2026.
COO Amendment
On February 19, 2026, with the approval of its Board, the Company entered into an Amendment (the “COO Amendment”) to its Employment Agreement, dated January 31, 2024 (the “COO Employment Agreement”), between the Company and Deana La Rosa, the Company’s Chief Operating Officer (the “COO”).
Under the COO Amendment, the COO agreed to a reduction in the base salary of the COO from $250,000 to $100,000 per annum, in consideration of which the Company agreed to revise certain restrictive covenants of the COO Employment Agreement so that the COO’s non-competition restrictions will be effective only during the term of her employment with the Company, and the period of non-solicitation restriction was reduced from twenty-four (24) to twelve (12) post-employment. These changes will become effective on March 15, 2026.
The foregoing descriptions do not purport to be complete and are qualified in their entirety by the CEO Amendment and COO Amendment, copies of which are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.
Item 8.01 Other Events.
On February 23, 2026, the Company issued a press release with respect to the amendments to the officers’ employment agreements 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Amendment dated February 19, 2026, to the Amended and Restated Employment Agreement dated November 12, 2026, by and between La Rosa Holding Corp. and Joseph La Rosa. | |
| 10.2 | Amendment dated February 19, 2026, to the Employment Agreement dated January 31, 2024, by and between La Rosa Holding Corp. and Deana La Rosa. | |
| 99.1 | Press release of La Rosa Holdings Corp., dated as of February 23, 2026 | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document). |
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 24, 2026 | LA ROSA HOLDINGS CORP. | |
| By: | /s/ Joseph La Rosa | |
| Name: | Joseph La Rosa | |
| Title: | Chief Executive Officer | |
Exhibit 10.1
Amendment to
Amended and Restated Employment Agreement
THIS AMENDMENT to Amended and Restated Employment Agreement (this “Amendment”) is made and entered into as of February 19, 2026 by and between Joseph La Rosa (the “Executive”) and La Rosa Holdings Corp., a Nevada corporation (the “Company”), and is with respect to that certain: (1) Amended and Restated Employment Agreement dated as of November 12, 2026 between the Executive and the Company (the “Employment Agreement”), and (2) Confidential Information and Invention Assignment Agreement dated April 12, 2022 executed by the Executive in favor of the Company (the “CIA Agreement”);
WHEREAS, the Company and Executive desire to amend the terms of the Executive’s employment under the Employment Agreement as and to the extent set forth herein; and
WHEREAS, the Company and Executive consider these amended terms, taken together, to be in the mutual interest of such parties;
NOW, THEREFORE, in consideration of the mutual covenants, promises and obligations set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the undersigned, the parties agree as follows.
1. Base Salary. From and after March 15, 2026, the Executive’s “Base Salary” under (and as defined in) the Employment Agreement is hereby reduced from $500,000 to $200,000.
2. Non-Competition and Non-Solicitation. In consideration of the foregoing reduction in the Executive’s Base Salary, the Company and Executive hereby agree that from and after March 15, 2026 Section 6 of the CIA Agreement shall be deleted in its entirety and replaced with the following:
“6. Non-Competition and Non-Solicitation of Employees, Consultants and Other Parties.
I agree that during the Employment Term (as defined in the Amended and Restated Employment Agreement dated November 12, 2025 between the Company and me), I shall not either directly or indirectly engage in any competitive business of the Company in its market areas. Directly or indirectly engaging in any competitive business includes, but is not limited to: (i) engaging in a business as owner, partner, investor, lender or agent, (ii) becoming an employee of any third party that is engaged in such business, (iii) becoming interested directly or indirectly in any such business, or (iv) soliciting any customer of the La Rosa companies for the benefit of a third party that is engaged in such business. I agree that this non-compete provision is fair and reasonable for the protection of the Company’s business interests and will not adversely affect my livelihood. I further agree that during the Employment Term and for twelve (12) months immediately thereafter, I shall not solicit, induce, recruit or encourage any of the Company’s employees or consultants to terminate their relationship with the Company, or attempt to solicit, induce, recruit, encourage or take away employees or consultants of the Company, either for myself or for any other person or entity. Further, during my Employment Term and at any time following expiration or termination of the Employment Term or Employment Agreement with the Company for any reason, with or without cause, I shall not use any Confidential Information of the Company to attempt to negatively influence any of the Company’s clients or customers from purchasing Company’s products or services or to solicit or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct his, her or its purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Company. I further agree not to disparage, either orally or in writing, any of the Company, its affiliates or their directors, officers, stockholders, employees, consultants, or agents.”
3. No Further Amendments. Except as expressly amended as set forth herein, the Employment Agreement and CIA Agreement are and shall remain in full force and effect in accordance with their respective terms.
4. Governing Law, Jurisdiction, and Venue. Section 7 of the Employment Agreement shall apply to this Amendment, mutatis mutandis.
5. Counterparts. This Amendment may be executed in separate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.
6. Acknowledgement of Full Understanding. THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT HE HAS FULLY READ, UNDERSTANDS AND VOLUNTARILY ENTERS INTO THIS AMENDMENT. THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT HE HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND CONSULT WITH AN ATTORNEY OF HIS CHOICE BEFORE SIGNING THIS AMENDMENT.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.
| LA ROSA HOLDINGS CORP. | ||
| By: | /s/ Nicholas Adler | |
| Name: | Nicholas Adler | |
| Title: | Chairperson, Compensation Committee of the Board of Directors of La Rosa Holdings Corp. | |
| EXECUTIVE | ||
| Signature: | /s/ Joseph La Rosa | |
| Print Name: | Joseph La Rosa |
Exhibit 10.2
Amendment to
Employment Agreement
THIS AMENDMENT to Employment Agreement (this “Amendment”) is made and entered into as of February 19, 2026, by and between Deana La Rosa (the “Executive”) and La Rosa Holdings Corp., a Nevada corporation (the “Company”) and with respect to that certain Employment Agreement dated as of January 31, 2024 between the Executive and the Company (the “Employment Agreement”);
WHEREAS, the Company and Executive desire to amend the terms of the Executive’s employment under the Employment Agreement as and to the extent set forth herein; and
WHEREAS, the Company and Executive consider these amended terms, taken together, to be in the mutual interest of such parties;
NOW, THEREFORE, in consideration of the mutual covenants, promises and obligations set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the undersigned, the parties agree as follows.
1. Base Salary. From and after March 15, 2026, the Executive’s “Salary” under (and as defined in) the Employment Agreement is hereby reduced from $250,000 to $100,000.
2. Non-Competition and Non-Solicitation. In consideration of the foregoing reduction in the Executive’s Salary, the Company and Executive hereby agree that from and after March 15, 2026: (A) Section 6(b) of the Employment Agreement shall have no force or effect for any period following the termination or expiration of the Term (as defined in the Employment Agreement) or the Employment Agreement and (B) for the purposes of Sections 6(c) and 6(d) of the Employment Agreement, the Restricted Period shall be defined as a period of the Executive’s employment with the Company and the period of twelve (12) months after termination or expiration of the Term or the Employment Agreement.
3. No Further Amendments. Except as expressly amended as set forth herein, the Employment Agreement is and shall remain in full force and effect in accordance with its terms.
4. Governing Law, Jurisdiction, and Venue. Section 16 of the Employment Agreement shall apply to this Amendment, mutatis mutandis.
5. Counterparts. This Amendment may be executed in separate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.
6. Acknowledgement of Full Understanding. THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT SHE HAS FULLY READ, UNDERSTANDS AND VOLUNTARILY ENTERS INTO THIS AMENDMENT. THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT SHE HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND CONSULT WITH AN ATTORNEY OF HER CHOICE BEFORE SIGNING THIS AMENDMENT.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.
| LA ROSA HOLDINGS CORP. | ||
| By: | /s/ Nicholas Adler | |
| Name: | Nicholas Adler | |
| Title: | Chairperson, Compensation Committee of the Board of Directors of La Rosa Holdings Corp. | |
| EXECUTIVE | ||
| Signature: | /s/ Deana La Rosa | |
| Print Name: | Deana La Rosa |
Exhibit 99.1
La Rosa Holdings Announces Voluntary Executive Salary Reductions by 60%
Celebration, FL – February 23, 2026 – La Rosa Holdings Corp. (NASDAQ: LRHC) (“La Rosa” or the “Company”), a real estate and PropTech enterprise, today announced that its Chief Executive Officer and Chief Operating Officer have voluntarily requested a 60% reduction in their base salaries, effective March 15, 2026.
The decision comes as part of a broader initiative to review and strengthen the Company’s corporate structure and focus resources on areas that contribute directly to profitability. La Rosa is evaluating operations across the organization, reducing overhead, restructuring or exiting underperforming subsidiaries, and reallocating capital toward higher-impact initiatives intended to support long-term earnings.
Joe La Rosa, CEO of La Rosa, commented, “We are building a leaner, stronger organization designed to generate sustainable profitability — not just revenue. To demonstrate our conviction in La Rosa’s future and alignment with shareholders, I have initiated the reduction of my own salary, and our Chief Operating Officer has done the same. We are making this decision because we believe in what we are building, and because leadership should share directly in both the risks and the rewards. In our view, our results should be measured by the value we deliver to shareholders rather than guaranteed executive pay. We believe this approach reinforces accountability and aligns leadership with long-term performance.”
The foregoing descriptions of changes to the respective officers’ terms of employment are summaries only and do not purport to be complete. For further information, please refer to the Company’s Current Report on Form 8-K, which will be available on the Securities and Exchange Commission’s website at www.sec.gov.
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