La Rosa Holdings Corp. 8-K

What Happened

• La Rosa Holdings Corp. announced that Siamack Alavi resigned from the Board effective December 29, 2025. On the same date the Board appointed Nicholas H. Adler as a director and named him Chairman of the Board. Mr. Adler also will chair the Compensation Committee and serve on the Audit and Nominating & Corporate Governance Committees.

Key Details

• Resignation date: December 29, 2025; Company states the resignation was not due to any disagreement on operations, policies or practices.
• Appointment date and roles: Nicholas H. Adler appointed effective December 29, 2025, and will serve until the next annual meeting or until his successor is elected.
• Independence and compliance: Board determined Mr. Adler is an “independent director” under Nasdaq Rule 5605(a)(2) and meets the independence requirements of SEC Rule 10A‑3(b)(1).
• Compensation: Mr. Adler will receive $12,000 per quarter as a non‑refundable base fee and an additional $3,000 per quarter for serving as Chair of the Compensation Committee.
• Background and disclosures: Mr. Adler (age 50) is a Nashville attorney and partner at Brock & Scott PLLC, active in real estate development (Q&A Developments, LLC), Chairman of Freight Technologies, Inc. (Nasdaq: FRGT) since Sept 2020, and a director of Aero Velocity Inc. since Nov 2025. The company filed a director agreement (Exhibit 10.1). His prior Special Advisor Agreement (dated Nov 12, 2025) was mutually terminated upon his board appointment. No related‑party transactions requiring Item 404 disclosure were reported.

Why It Matters

• Governance: A change in board leadership and committee chairs can affect corporate oversight, executive compensation review, and audit oversight. The Board’s designation of Mr. Adler as independent is relevant to Nasdaq independence rules and audit committee independence requirements.
• Costs and operations: The appointment adds a predictable quarterly board fee ($15,000 total if he chairs the Compensation Committee), and the termination of his prior advisory agreement consolidates his role as a director.
• For investors: This is a governance update rather than a financial disclosure — it signals who will have increased oversight responsibility going forward but does not itself change reported financial results.