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~~March 1924, 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., 2^nd 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 51.0201 ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

~~CEO~~SPA Amendment

OnAs ~~February~~previously ~~19, 2026,~~reported ~~with~~in ~~the~~a ~~approval~~Current ofReport ~~its~~on ~~Board~~Form 8-K of ~~Directors (the “Board”),~~ La Rosa Holdings Corp., a Nevada corporation (the “Company”), ~~entered~~ ~~into~~filed anwith ~~Amendment~~the Securities and Exchange Commission (the “~~CEO Amendment~~SEC”) toon ~~its~~November ~~Amended~~13, ~~and~~2025 ~~Restated~~(the ~~Employment~~“Prior ~~Agreement~~8-K”), ~~dated~~on November 12, 2025, ~~between~~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 issue and ~~Joseph~~sell, Laand ~~Rosa~~the Investors agreed to purchase, among other things, in multiple closings, a new series of senior secured convertible notes of the Company’s ~~Chief~~in ~~Executive~~an ~~Officer~~aggregate original principal amount of up to $250,000,000 (the “~~CEO~~Notes”), subject to the satisfaction or waiver of certain closing conditions.

~~Under~~On ~~the~~March ~~CEO~~24, ~~Amendment~~2026, the ~~CEO~~Company ~~agreed~~and Investors entered into an Amendment to athe ~~reduction~~SPA in(the “SPA Amendment”) to amend the ~~base~~SPA ~~salary~~and ofprovide that the ~~CEO~~net proceeds to the Company from ~~$500,000~~any tofurther ~~$200,000~~equity ~~per~~line ~~annum~~of credit, inequity ~~consideration~~purchase offacility, ~~which~~or at-the-market ~~Company~~offering ~~agreed~~shall tobe ~~revise~~allocated ~~certain~~as ~~provisions~~follows: of(i) ~~its~~until ~~Confidential~~such ~~Information~~time ~~and~~as ~~Invention~~the ~~Assignment~~Company ~~Agreement~~has ~~dated~~paid ~~April~~to ~~12,~~its ~~2022~~placement agent and financial advisor (together, the “~~CIA Agreement~~Advisors”) an aggregate of $751,220.76 ~~between~~in ~~the~~deferred ~~CEO~~fees ~~and~~(1) 20% to pay any outstanding deferred fees due to the ~~Company~~Advisors, so(2) ~~that~~40% to acquire Note Purchased Crypto (as defined in the ~~CEO~~SPA) as a treasury asset for the Company’s ~~non~~balance sheet, and (3) the remaining 40% for general corporate purposes, working capital, acquisitions and other strategic transactions (including, but not limited to, developing next-~~competition~~generation ~~restrictions~~data ~~will~~center beinfrastructure ~~effective~~for ~~only~~AI ~~during~~computing), and ~~the~~(ii) ~~term~~thereafter (1) 50% of ~~his~~the ~~employment~~net ~~with~~proceeds ~~the~~shall be used to acquire Note Purchased Crypto as a treasury asset for the Company.’s Inbalance ~~addition,~~sheet and (2) the ~~period~~remaining 50% of ~~non-solicitation~~the ~~restrictions~~net ~~under~~proceeds ~~the~~shall ~~CIA~~be ~~Agreement~~used ~~was~~for ~~reduced~~general corporate purposes, working ~~from~~capital, ~~twenty-four~~acquisitions and other strategic transactions (~~24)~~including, but not limited to, ~~twelve~~developing ~~(12~~next-generation data center infrastructure for AI computing), ~~months~~including ~~post-employment.~~payment ~~These~~of ~~changes~~an ~~will~~additional ~~become~~$77,000 ~~effective~~in ondeferred ~~March~~fees 15to the Advisors due and payable not earlier than December 31, 2026.

~~COO~~In ~~Amendment~~addition, the Company agreed to reimburse the Buyers and the Advisors for their costs and expenses, including legal fees, in an aggregate amount of up to $65,000, payable from the net proceeds from the sale of common stock of the Company pursuant to any equity line of credit, equity purchase facility or at-the-market offering.

OnExcept ~~February~~as ~~19,~~amended ~~2026, with~~by the ~~approval~~SPA ~~of its Board~~Amendment, ~~the~~all ~~Company~~other ~~entered~~terms ~~into~~of ~~an Amendment (~~the ~~“COO Amendment”) to its Employment Agreement, dated~~SPA ~~January~~including ~~31, 2024 (~~the ~~“COO~~exhibits ~~Employment Agreement”)~~thereto, ~~between~~remain ~~the~~unchanged ~~Company~~ and ~~Deana~~are Lain ~~Rosa,~~full ~~the~~force ~~Company’s~~and ~~Chief Operating Officer (the “COO”)~~effect.

~~Under~~Token ~~the~~Right ~~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~~Also ~~foregoing~~as ~~descriptions~~previously reported doin ~~not~~the ~~purport~~Prior 8-K, on November 12, 2025 the Company issued a Token Right (the “Token Right”) to bea ~~complete~~certain Investor that entitles it to receive upon exercise and ~~are~~for ~~qualified~~no further consideration an aggregate number of Right Tokens (as defined therein) equal to the sum of (i) fifty percent (50%) of any and all Tokens (as defined in ~~their~~the ~~entirety~~Token Right) purchased by the ~~CEO~~Company ~~Amendment~~using the net proceeds of each closing and ~~COO~~(ii) ~~Amendment,~~twenty-five ~~copies~~percent (25%) of ~~which~~any ~~are~~and ~~attached~~all Tokens purchased by the Company using the net proceeds of any Other ~~hereto~~Financing (as ~~Exhibits~~defined 10therein).1 On March 24, 2026, the Company and 10Investors entered into Amendment No.2, ~~respectively~~1 to the Token Right (the “Token Right Amendment”), under which the Investor will be entitled to receive upon an aggregate number of Right Tokens equal to the sum of (i) fifty percent (50%) of any and ~~are~~all ~~incorporated~~Tokens ~~herein~~purchased by ~~reference~~the Company on and after the Issuance Date using the net proceeds of each closing under the SPA and (ii) fifty six and one quarter percent (56.25%) of any and all Tokens purchased by the Company on and after the Issuance Date using the net proceeds of any Other Financing (as defined in the Token Right).

~~Item~~Except ~~8.01~~as ~~Other~~amended ~~Events~~by the Token Right Amendment, all other terms of the Token Right remain unchanged and are in full force and effect.

OnThe ~~February~~preceding ~~23,~~descriptions ~~2026,~~ of the ~~Company~~SPA ~~issued~~Amendment and aToken ~~press~~Right ~~release~~Amendment ~~with~~are ~~respect~~summaries toonly ~~the~~and ~~amendments~~are toqualified ~~the~~in ~~officers’~~their ~~employment~~entirety ~~agreements~~by ~~described~~reference ~~above.~~to Athe ~~copy~~ full text of ~~the~~such ~~press~~documents, ~~release~~copies of iswhich ~~furnished~~are filed as ~~Exhibit~~Exhibits 9910.1 and 10.2 to this Current Report on Form 8-K, respectively, and incorporated herein by reference.

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		Form of Amendment, dated ~~February~~March 1924, 2026, to the ~~Amended~~Securities ~~and~~Purchase ~~Restated Employment~~ Agreement, dated November 12, ~~2026, by and between La Rosa Holding Corp~~2025. ~~and Joseph La Rosa.~~
10.2		Form of Token Right Amendment, dated ~~February~~March 1924, 2026, to the ~~Employment~~Token ~~Agreement~~Right, dated ~~January~~November 3112, ~~2024, by and between La Rosa Holding Corp~~2025. ~~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.
Date: March 25, 2026	LA ROSA HOLDINGS CORP.
	By:	/s/ Joseph La Rosa
	Name:	Joseph La Rosa
	Title:	Chief Executive Officer

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