La Rosa Holdings Corp. 8-K

What Happened

• La Rosa Holdings Corp. filed an 8-K on Feb. 11, 2026 disclosing that on Feb. 10, 2026 it entered a waiver agreement with certain accredited investors under the Securities Purchase Agreement dated Nov. 12, 2025 (as amended).
• The waiver relates to the Company’s proposed acquisition of the remaining 49% interest in its 51% subsidiary, La Rosa Realty Lakeland LLC (LR Lakeland), from the current holder (the “Seller”). The Company intends to pay $350,000 in cash: $150,000 at closing and $200,000 paid in 12 monthly installments beginning March 1, 2026. The installment payments are to be secured by a perfected, first-priority security interest in a non-voting 28% economic membership interest in LR Lakeland pursuant to a pledge agreement.
• The final transaction terms are still being negotiated and the acquisition is subject to customary closing conditions, including receipt of the Investors’ waiver under the SPA and related documents. The company said there is no assurance the acquisition will be completed on the described terms or at all. A form of the waiver agreement is filed as Exhibit 99.1.

Key Details

• Parties/Timing: Waiver agreement entered Feb. 10, 2026; SPA originally dated Nov. 12, 2025 (as amended).
• Purchase price: $350,000 total — $150,000 at closing; $200,000 payable in 12 monthly installments beginning Mar. 1, 2026.
• Security: Installment payments to be secured by a perfected, first-priority lien on a non-voting 28% economic membership interest in LR Lakeland via pledge agreement.
• Status: Terms still being negotiated; acquisition contingent on investor waivers and other customary conditions; no guarantee of completion.

Why It Matters

• This filing signals La Rosa’s intent to move from 51% ownership to potentially full ownership of LR Lakeland, which could affect the company’s consolidated results, cash needs and control of that subsidiary if completed.
• The proposed payment structure spreads cash outflow over a year but creates a security interest for the Seller in LR Lakeland equity until paid; investors should watch for the definitive agreement, any changes in purchase terms, and disclosures on the ultimate closing and accounting treatment.
• Because the transaction is not final and depends on investor waivers and negotiation, shareholders should treat this as a material development to monitor rather than a completed acquisition.