of this Current Report on Form 8-K is attached to this Current Report on Form 8-K as Exhibit 99.2. The disclosure under Item 8.01, including Exhibits 99.1 and 99.2 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 am…

Results of Operations and Financial Condition. On August 24, 2026, La Rosa Holdings Corp. (the “Company”) issued a press release announcing certain business and financial highlights for the fiscal quarter ended June 30, 2026.

Unregistered Sale of Equity Securities. The disclosure under

Entry into a Material Definitive Agreement. Securities Purchase Agreement On August 18, 2026, La Rosa Holdings Corp., a Nevada corporation (the “ Company ”), and an institutional investor (the “ Investor ”) entered into a Securities Purchase Agreement (the “ SPA ”) pursuant to which the Company agreed to issue to the Investor 210 shares of the Company’s Series E Convertible Preferred Stock, par value $0.0001 per share (“ Series E Preferred Stock ”), for a purchase price of $1,000 per share. T…

Entry into a Material Definitive Agreement. Securities Purchase Agreement On July 31, 2026, La Rosa Holdings Corp., a Nevada corporation (the “ Company ”), and an institutional investor (the “ Investor ”) entered into a Securities Purchase Agreement (the “ SPA ”) pursuant to which the Company agreed to issue to the Investor 150 shares of the Company’s Series E Convertible Preferred Stock, par value $0.0001 per share (“ Series E Preferred Stock ”), for a purchase price of $1,000 per share. The…

Unregistered Sale of Equity Securities. The disclosure under

of this Current Report on Form 8-K is as Exhibit 99.1 to this Current Report on Form 8-K. 2022 Plan Amendment and Nasdaq MVLS Rule The Company is also considering an amendment to its Second Amended and Restated 2022 La Rosa Holdings Corp. Equity Incentive Plan (the “2022 Plan”) and is currently evaluating alternative options intended to bring the Company into compliance with the Nasdaq Listing Rule requiring a minimum market value of listed securities of $5,000,000 (the “MVLS Rule”), includin…

Unregistered Sale of Equity Securities. The disclosure under

Entry into a Material Definitive Agreement. Securities Purchase Agreement On July 9, 2026, La Rosa Holdings Corp., a Nevada corporation (the “ Company ”), and an institutional investor (the “ Investor ”) entered into a Securities Purchase Agreement (the “ SPA ”) pursuant to which the Company will issue to the Investor 250 shares of the Company’s Series E Convertible Preferred Stock, par value $0.0001 per share (“ Series E Preferred Stock ”), for a purchase price of $1,000 per share. On July 9…

Entry into a Material Definitive Agreement. Securities Purchase Agreementw On July 10, 2026, La Rosa Holdings Corp., a Nevada corporation (the “ Company ”), and an institutional investor (the “ Investor ”) entered into a Securities Purchase Agreement (the “ SPA ”) pursuant to which the Company will issue to the Investor 250 shares of the Company’s Series E Convertible Preferred Stock, par value $0.0001 per share (“ Series E Preferred Stock ”), for a purchase price of $1,000 per share. On the…

Unregistered Sale of Equity Securities. The disclosure under

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. Partial Filing Compliance As previously reported, on May 21, 2026, La Rosa Holdings Corp., a Nevada corporation (the “Company”), received a letter from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, because the Company is delinquent in filing its Quarterly Report on Form 10-Q for the period ended March 31, 2026 (the “Fo…

Unregistered Sale of Equity Securities. The disclosure under

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 ex…

Unregistered Sale of Equity Securities. The disclosure under

Entry into a Material Definitive Agreement. Securities Purchase Agreement On May 27, 2026, La Rosa Holdings Corp., a Nevada corporation (the “ Company ”), and an institutional investor (the “ Investor ”) entered into a Securities Purchase Agreement (the “ SPA ”) pursuant to which the Company will issue to the Investor up to 500 shares of the Company’s Series D Convertible Preferred Stock, par value $0.0001 per share (“ Series D Preferred Stock ”), for a purchase price of $1,000 per share (the…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously disclosed in a Form 12b-25 Notification of Late Filing (the “Form 12b-25”) filed by La Rosa Holdings Corp. (the “Company”) on May 15, 2026, the Company is delayed in filing its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 (the “Form 10-Q”) with the U.S. Securities and Exchange Commission (the “SEC”). On May 21, 2026, the Company received a notice (the “Notic…

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. On April 24, 2026, the Audit Committee (the “Committee”) of the Board of Directors of La Rosa Holdings Corp. (the “Company”), in connection with the preparation of the Company’s and its subsidiaries’ consolidated financial statements for the year ended December 31, 2025, concluded that corrections are required to revenues and cost of revenue recognition in its previously issued consol…

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. On April 24, 2026, the Audit Committee (the “Committee”) of the Board of Directors of La Rosa Holdings Corp. and Subsidiaries (the “Company”),in connection with the preparation of our consolidated financial statements for the years ended December 31, 2025,concluded that corrections are required to revenues and cost of revenue recognition in its previously issued condensed consolidated…

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…

Material Modification to Rights of Security Holders. To the extent required by

Results of Operations and Financial Condition. On April 15, 2026, La Rosa Holdings Corp., a Nevada corporation (the “Company”), issued a press release announcing its acquisition of 49% ownership interest in its franchisee, La Rosa Realty Orlando, LLC (“LRRO”). The Company stated in the press release that LRRO generated approximately $3.3 million in revenue and gross profit of over $0.3 million for 2025. The Company also stated that preliminary revenue and gross profit figures described in the…

Entry into a Definitive Material Agreement On April 3, 2026, La Rosa Holdings Corp., a Nevada corporation (the “ Company ”), La Rosa Realty Orlando LLC, a majority owned subsidiary of the Company (the “ LRRO ”), Reinaldo Zapata and Viviana Figueroa (collectively, the “ Sellers ”), entered into a settlement agreement (“ Settlement Agreement ”). Pursuant to the Settlement Agreement, each of the Sellers sold their 24.5% membership interests (collectively, the “ Interests ”) in LRRO to the Compan…

Entry into a Material Definitive Agreement. SPA Amendment As previously reported in a Current Report on Form 8-K of La Rosa Holdings Corp., a Nevada corporation (the “ Company ”), filed with the Securities and Exchange Commission (the “ SEC ”) on November 13, 2025 (the “ Prior 8-K ”), on November 12, 2025, the Company entered into that Securities Purchase Agreement, as amended, (the “ SPA ”), with certain institutional investors (the “ Investors ”), pursuant to which the Company agreed to iss…

Entry into a Material Definitive Agreement. Securities Purchase Agreement On March 4, 2026, La Rosa Holdings Corp., a Nevada corporation (the “ Company ”), and an institutional investor (the “ Investor ”) entered into a Securities Purchase Agreement (the “ SPA ”) pursuant to which the Company issued to the Investor 100 shares of the Company’s Series C Convertible Preferred Stock, par value $0.0001 per share (“ Series C Preferred Stock ”), for a purchase price of $1,000 per share. On the same…