Form 8-K

8-K — La Rosa Holdings Corp.

Accession: 0001213900-26-093193

Filed: 2026-08-25

Period: 2026-08-21

CIK: 0001879403

SIC: 6531 (REAL ESTATE AGENTS & MANAGERS (FOR OTHERS))

Item: Results of Operations and Financial Condition

Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0303194-8k_larosa.htm (Primary)

EX-99.1 — PRESS RELEASE OF LA ROSA HOLDINGS CORP. (FINANCIAL HIGHLIGHTS), DATED AUGUST 24, 2026 (ea030319401ex99-1.htm)

EX-99.2 — PRESS RELEASE OF LA ROSA HOLDINGS CORP. (NASDAQ NOTICE), DATED AUGUST 24, 2026 (ea030319401ex99-2.htm)

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GRAPHIC (ea030319401_ex99-2img1.jpg)

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8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0303194-8k_larosa.htm · Sequence: 1

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0001879403

2026-08-21

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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):

August 21, 2026

LA ROSA HOLDINGS CORP.

(Exact name of registrant as specified in its charter)

Nevada

001-41588

87-1641189

(State or other jurisdiction

(Commission File Number)

(IRS Employer

of incorporation)

Identification No.)

1420 Celebration Blvd., 2nd Floor

Celebration, Florida

34747

(Address of principal executive offices)

(Zip Code)

(321) 250-1799

(Registrant’s telephone number, including

area code)

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 (see General

Instruction A.2. below):

☐

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 2.02 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.

Item 3.01 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 the Company on August 14, 2026, the Company was delayed in filing its Quarterly

Report on Form 10-Q for the quarter ended June 30, 2026 (the “Form 10-Q”) with the U.S. Securities and Exchange Commission

(the “SEC”).

On August 21, 2026, the Company received a notice

(the “Notice”) from the Nasdaq Stock Market LLC (“Nasdaq”) Listing Qualifications (the “Staff”) notifying

it that, because the Company was delinquent in filing its Form 10-Q, the Company did not comply with Nasdaq Listing Rule 5250(c)(1), which

requires companies with securities listed on Nasdaq to timely file all required periodic reports with the SEC. In accordance with the

Notice, the Company had until October 20, 2026 to submit a plan of compliance (the “Plan”) to Nasdaq addressing how the Company

intends to regain compliance with Nasdaq’s listing rules with respect to the delinquent report, and Nasdaq had the discretion to

grant the Company up to 180 calendar days from the due date of the Form 10-Q, or until February 16, 2027, to regain compliance. The

Notice from Nasdaq had no immediate effect on the listing of the Company’s common stock.

As required under Nasdaq Listing Rule 5810(b),

the Company issued a press release on August 24, 2026, announcing that it had received the Notice. A copy of this press release is attached

as Exhibit 99.2 to this Form 8-K.

On August 21, 2026, the Company filed Form 10-Q

with the SEC. On August 24, 2026, the Company received a letter from the Staff notifying the Company that based on the August 21, 2026

filing of the Form 10-Q, the Staff has determined that the Company complies with Nasdaq Listing Rule 5250(c)(1) and this matter is now

closed.

The Company’s common stock continues to

be listed on The Nasdaq Capital Market under the symbol “LRHC”.

Item 8.01 Other

Events.

A copy of the press release referenced in Item

2.02 of this Current Report on Form 8-K is attached to this Current Report on Form 8-K as Exhibit 99.1.

A copy of the press release referenced in Item

3.01 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 amended, except as expressly

set forth by specific reference in such filing.

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 continued listing of the Company’s common stock on

The Nasdaq Capital Market 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 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Press release of La Rosa Holdings Corp. (financial highlights), dated August 24, 2026.

99.2

Press release of La Rosa Holdings Corp. (Nasdaq notice), dated August 24, 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).

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: August 24, 2026

LA ROSA HOLDINGS CORP.

By:

/s/ Joseph La Rosa

Name:

Joseph La Rosa

Title:

Chief Executive Officer

EX-99.1 — PRESS RELEASE OF LA ROSA HOLDINGS CORP. (FINANCIAL HIGHLIGHTS), DATED AUGUST 24, 2026

EX-99.1

Filename: ea030319401ex99-1.htm · Sequence: 2

Exhibit

99.1

Rosa Holdings Corp. Reports First Half 2026 Results Highlighted by 10% Gross Profit Growth and 42% Improvement in Operating

Loss

First

half 2026 gross margin expands approximately 329 basis points to 13.0% as operating expenses decline 25%

First

half 2026 net loss improved 9.4% to $15.6 million, compared with a net loss of $17.2 million in the prior-year

period.

Commercial

Brokerage revenue increased 95% during the first half of 2026

Celebration,

FL – August 24, 2026 – La Rosa Holdings Corp. (NASDAQ: LRHC) (“La

Rosa” or the “Company”), a real estate and PropTech company, today provided a business update and reported financial

results for the second quarter ended June 30, 2026.

2026 Financial Highlights

●

Total revenue was $15.1 million, compared with $20.2

million in the second quarter of 2025.

●

Gross profit was $1.7 million, compared with $1.9 million

in the prior-year quarter, a decrease of 6.5%.

●

Gross margin expanded to 11.5% from 9.2%, an improvement

of approximately 235 basis points.

●

Total operating expenses decreased 21.2% to $3.4 million,

compared with $4.3 million in the second quarter of 2025.

●

Operating loss narrowed 32.2% to $1.7 million, compared

with $2.5 million in the prior-year quarter, an improvement of approximately $793,000.

●

Sales and marketing expense decreased 69.0% to approximately

$188,000, while stock-based compensation expense declined 85.6% to approximately $73,000.

●

Net loss was $2.2 million, compared with net income

of $78.5 million in the second quarter of 2025. The prior-year result included significant non-operating gains, including an approximately

$82.3 million gain on the settlement of incremental warrants.

●

Reported $10.3 million in restricted digital assets

on the balance sheet as of June 30, 2026, compared to no digital asset holdings in the prior-year period.

First

Half 2026 Financial Highlights

●

Total revenue was $28.6 million, compared with $34.9

million for the first six months of 2025.

●

Gross profit increased 9.9% to $3.7 million, compared

with $3.4 million in the prior-year period.

●

Gross margin expanded approximately 329 basis points

to 13.0%, compared with 9.7% for the first six months of 2025.

●

Total operating expenses decreased 25.0% to $7.9 million,

compared with $10.5 million in the prior-year period.

●

Operating loss narrowed 41.6% to $4.2 million, compared

with $7.1 million in the first half of 2025, representing an improvement of approximately $3.0 million.

●

Net loss improved 9.4% to $15.6 million, compared with

a net loss of $17.2 million in the prior-year period.

● Commercial

Real Estate Brokerage revenue increased 95.4% to approximately $479,000, compared with approximately

$245,000 in the prior-year period.

● Title

Settlement and Insurance revenue increased 10.9% to approximately $173,000, compared with

approximately $156,000 in the first half of 2025.

Joe

La Rosa, CEO of La Rosa, commented, “We believe that first-half results reflect continued progress in improving the Company’s

operating performance and financial efficiency. Our reported revenue was impacted by the February sale of our 51% interest in LR Kissimmee.

The divestiture was a strategic decision to exit a non-core operation that represented approximately 10% of our agent base but was not

generating positive cash flow, allowing us to eliminate unproductive expenses and redirect capital toward higher-return opportunities

without materially impacting our core agent growth or regional footprint.”

“More

importantly, we are seeing meaningful improvement in the underlying business. Compared with the first six months of 2025, gross profit

increased nearly 10% and gross margin expanded approximately 329 basis points to 13.0%, while operating expenses declined 25% and operating

loss narrowed approximately 42% during the first six months of 2026.Net loss also improved 9.4% to $15.6 million, compared with $17.2

million in the prior-year period. We believe these results demonstrate that the steps we have taken to streamline the business and improve

operating efficiency are beginning to translate into stronger financial performance.”

“At

the same time, we are actively evaluating a range of strategic opportunities that could accelerate this progress. These include potential

transformational transactions, tuck-in acquisitions, additional partnerships and further divestitures of non-core or underperforming

assets. We have identified a pipeline of opportunities at various stages of evaluation and intend to remain disciplined in pursuing those

that we believe can improve profitability, strengthen our operating platform and create long-term value for our shareholders,”

concluded Mr. La Rosa.

There

can be no assurance that any of potential transactions contemplated by the Company and discussed in this press release will be consummated

or, if consummated, will achieve the anticipated benefits.

About

La Rosa Holdings Corp.

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.

Rosa operates 23 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” within the meaning of Section 27A of the Securities Act of 1933, as amended,

and Section 21E of the Securities Exchange Act of 1934, as amended, 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, its

strategic plans and pipeline of potential transactions, its ability to improve profitability and operating efficiency, 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 continue as a going concern, its ability to maintain compliance with Nasdaq listing requirements, 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 Company’s material

weaknesses in internal control over financial reporting, the effect of National Association of Realtors’ landmark settlement on the Company’s

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,

2026, 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

(Tables

follow)

Rosa Holdings Corp. and Subsidiaries

Condensed

Consolidated Balance Sheets

June 30,

2026

December 31,

2025

(unaudited)

Assets

Current assets:

Cash and cash equivalents

$ 2,282,397

$ 3,086,770

Restricted cash

2,335,717

1,758,531

Digital assets, restricted

10,311,342

—

Accounts receivable, net of allowance for credit losses of $669,883 and $179,643, respectively

1,136,063

1,252,452

Notes receivable

322,267

—

Other current assets

—

15,601

Total current assets

16,387,786

6,113,354

Noncurrent assets:

Restricted cash, net of current

57,275

58,972

Property and equipment, net

3,276

6,094

Right-of-use asset, net

1,032,940

963,991

Intangible assets, net

2,969,975

4,425,042

Goodwill

528,545

1,831,197

Other long-term assets

40,120

44,867

Total noncurrent assets

4,632,131

7,330,163

Total assets

$ 21,019,917

$ 13,443,517

Liabilities, Series X Preferred Stock Subject to Redemption and Stockholders’ Deficit

Current liabilities:

Accounts payable

$ 2,996,924

$ 2,895,861

Accrued expenses

320,790

83,876

Contract liabilities

227,951

171,100

Security deposits and escrow payable

2,331,953

1,758,531

Line of credit

147,477

—

Accrued acquisition cash consideration

—

30,000

Notes payable, current

5,613,470

148,757

Lease liability, current

496,072

486,481

Total current liabilities

12,134,637

5,574,606

Noncurrent liabilities:

Note payable, net of current

16,026,760

7,143,803

Security deposits and escrow payable

57,275

58,972

Lease liability, noncurrent

578,533

514,388

Total noncurrent liabilities

16,662,568

7,717,163

Total liabilities

28,797,205

13,291,769

Commitments and contingencies (Note 6)

Series X Preferred Stock Subject to Redemption:

Preferred stock - $0.0001 par value; 50,000,000 shares authorized; 1,800 and 2,000 Series X shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively

—

2,000,000

Stockholders’ Deficit:

Preferred stock - $0.0001 par value; 50,000,000 shares authorized; 216 and 6,000 Series B Convertible Preferred Stock issued and outstanding at June 30, 2026 and December 31, 2025

Preferred stock - $0.0001 par value; 50,000,000 shares authorized; 100 and 0 Series C Convertible Preferred Stock issued and outstanding at June 30, 2026 and December 31, 2025, respectively

—

Preferred stock - $0.0001 par value; 50,000,000 shares authorized; 500 and 0 Series D Convertible Preferred Stock issued and outstanding at June 30, 2026 and December 31, 2025, respectively

—

Common stock - $0.0001 par value; 2,000,000,000 shares authorized; 2,025,470 and 20,963 issued and outstanding at June 30, 2026 and December 31, 2025, respectively

203

Additional paid-in capital

64,235,530

51,010,523

Accumulated deficit

(72,732,011 )

(57,099,883 )

Total stockholders’ deficit – La Rosa Holdings Corp. stockholders

(8,496,277 )

(6,089,358 )

Noncontrolling interest in subsidiaries

718,989

4,241,106

Total stockholders’ deficit

(7,777,288 )

(1,848,252 )

Total liabilities, Series X Subject to Redemption and stockholders deficit

$ 21,019,917

$ 13,443,517

Rosa Holdings Corp. and Subsidiaries

Condensed

Consolidated Statements of Operations

(unaudited)

Three Months Ended

June 30,

Six Months Ended

June 30,

2026

2025

2026

2025

Revenue

$ 15,051,716

$ 20,232,097

$ 28,627,322

$ 34,867,871

Cost of revenue

13,320,274

18,379,869

24,902,453

31,477,975

Gross profit

1,731,442

1,852,228

3,724,869

3,389,896

Operating expenses:

Sales and marketing

187,946

606,298

597,224

1,169,447

General and administrative

3,140,494

3,201,053

7,112,148

6,928,578

Stock-based compensation — general and administrative

72,885

507,457

182,610

2,422,308

Total operating expenses

3,401,325

4,314,808

7,891,982

10,520,333

Loss from operations

(1,669,883 )

(2,462,580 )

(4,167,113 )

(7,130,437 )

Other income (expense)

Interest expense, net

(436 )

(182,807 )

(6,215 )

(207,148 )

Gain on extinguishment of debt

—

4,113,000

—

3,961,075

Amortization of debt discount

—

(63,160 )

Change in fair value of derivative liability

—

899,874

Gain (Loss) on issuance of senior secured convertible note

14,332

—

(10,487,380 )

(128,836,250 )

Change in fair value of convertible note and warrants

(354,000 )

(5,315,000 )

(535,902 )

31,830,000

Gain on settlement of incremental warrants

—

82,299,000

—

82,299,000

Fair value of settlement of contract based equity issuances

(145,412 )

—

(206,508 )

—

Loss on disposition of non-controlling interest in subsidiary

—

(217,657 )

—

Other income (expense), net

—

11,491

—

11,265

Loss (income) from operations before provision for income taxes

(2,155,399 )

78,463,104

(15,620,775 )

(17,235,781 )

Provision for income taxes

—

Net (loss) income

(2,155,399 )

78,463,104

(15,620,775 )

(17,235,781 )

Less: Net income attributable to noncontrolling interests in subsidiaries

21,760

43,246

11,353

60,940

Net (loss) income after noncontrolling interest in subsidiaries

(2,177,159 )

78,419,858

(15,632,128 )

(17,296,721 )

Less: Deemed dividend

128,031

89,031

2,785,611

275,264

Net (loss) income attributable to common stockholders

$ (2,305,190 )

$ 78,330,827

$ (18,417,739 )

$ (17,571,985 )

(Loss) Income per share of common stock attributable to common stockholders

Basic

$ (1.66 )

$ 11,510.78

$ (22.73 )

$ (3,200.14 )

Diluted

$ (1.66 )

$ 1,525.16

$ (22.73 )

$ (3,200.14 )

Weighted average shares used in computing net loss per share of common stock attributable to common stockholders

Basic

1,390,250

6,805

810,198

5,491

Diluted

1,390,250

51,359

810,198

5,491

EX-99.2 — PRESS RELEASE OF LA ROSA HOLDINGS CORP. (NASDAQ NOTICE), DATED AUGUST 24, 2026

EX-99.2

Filename: ea030319401ex99-2.htm · Sequence: 3

Exhibit 99.2

La Rosa Holdings Corp. Announces

Receipt of Nasdaq Deficiency Notice and Subsequent Regaining of Compliance

Company’s filing of second

quarter 2026 Form 10-Q satisfied Nasdaq periodic filing requirement; matter is now closed

Celebration, FL – August 24, 2026 – La

Rosa Holdings Corp. (NASDAQ: LRHC) (“La Rosa” or the “Company”), a real estate and PropTech company,

today announced that it received a notification letter from the staff of The Nasdaq Stock Market LLC (“Nasdaq”) on August

21, 2026, regarding the Company’s compliance with Nasdaq Listing Rule 5250(c)(1), and subsequently received notification from Nasdaq

confirming that the Company has regained compliance with the Rule on August 24, 2026.

On August 21, 2026, Nasdaq Staff notified the Company that it was

not in compliance with Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all required periodic financial

reports with the U.S. Securities and Exchange Commission (“SEC”), as a result of the Company’s delayed filing of its

Quarterly Report on Form 10-Q for the period ended June 30, 2026.

The Company filed its Form 10-Q for the period ended June 30, 2026

with the SEC on August 21, 2026. Following the filing, Nasdaq Staff notified the Company on August 24, 2026 that it had determined that

the Company is now in compliance with Nasdaq Listing Rule 5250(c)(1).

Accordingly, Nasdaq has advised the Company that the matter is now

closed.

“We are pleased to have quickly resolved this matter and regained

compliance with Nasdaq’s periodic filing requirements,” said Joe La Rosa, Chief Executive Officer of La Rosa Holdings Corp.

“With this matter now resolved, our focus remains on executing our business strategy, improving operating performance and evaluating

opportunities designed to strengthen the Company and create value for our shareholders.”

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 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

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

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Aug. 21, 2026

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