8-K

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):December 11, 2025

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:

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

Item5.07 Submission of Matters to a Vote of Security Holders.

On December 11, 2025, La Rosa Holdings Corp., a Nevada corporation (the “Company”), held its virtual 2025 Annual Stockholders’ Meeting (the “Meeting”).

At the close of business on October 17, 2025, the Record Date, there were 1,225,046 shares of common stock and 2,000 shares of Series X Super Voting Preferred Stock of the Company outstanding. Holders of our common stock are entitled to one vote per share. The Series X Super Voting Preferred Stock was entitled to an aggregate of 20,000,000 votes. Pursuant to the Certificate of Designation of the Series X Super Voting Preferred Stock, the Series X Super Voting Preferred Stock votes on all matters as the common stock and has 10,000 votes per share. Joseph La Rosa, the Company’s Chief Executive Officer, President and Chairman of the Board of Directors of the Company (the “Board”), owns 100% of the outstanding shares of Series X Super Voting Preferred Stock.

At the Meeting, the combined holders of 604,824 shares of the voting stock entitled to notice of and to vote at the Meeting were represented in person or by proxy, representing approximately 49.29% of the outstanding voting shares, 20,602,824 votes, and approximately 97.06% of the total voting power. The presence of these shares, both common stock and Series X Super Voting Preferred Stock, constituted a quorum pursuant to the Nevada Revised Statutes and the bylaws of the Company, allowing for the transaction of business at the Meeting.

The final results for each of the matters considered at the Meeting were as follows:

Each director nominee was elected to serve as a director until the Company’s 2026 annual meeting of stockholders, or until such person’s successor is duly elected and qualified, or until such person’s earlier resignation, death, or removal. Due to the fact that directors are elected by a plurality of the votes cast, votes could only be cast in favor of or withheld from the nominees and thus votes against were not applicable.

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The affirmative vote of the holders of a majority of the outstanding shares present in person, by remote communication, or represented by proxy at the Meeting and entitled to vote was required for approval. The proposal was approved.

The affirmative vote of the holders of a majority of the outstanding shares present in person, by remote communication, or represented by proxy at the Meeting and entitled to vote was required for approval. The proposal was approved.

The affirmative vote of the holders of a majority of the outstanding shares present in person, by remote communication, or represented by proxy at the Meeting and entitled to vote was required for approval. The proposal was approved.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are being filed herewith:

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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.

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Exhibit 10.1

AMENDMENT NO. 1

TO THE SECOND AMENDEDAND RESTATED

LA ROSA HOLDINGS CORP.

2022 EQUITY INCENTIVEPLAN

(effective as of December11, 2025)

Subject to the approval of the stockholders (the “Stockholder Approval”) of La Rosa Holdings Corp., a Nevada corporation (the “Company”), at the Company’s 2025 Annual Meeting of Stockholders, the Second Amended and Restated La Rosa Holdings Corp. 2022 Equity Incentive Plan (the “2022 Plan”) is hereby amended as follows:

1. Section 3(e) of the 2022 Plan is hereby amended and restated in its entirety as follows:

“(e) Automatic Share Reserve Increase. Subject to adjustment upon changes in capitalization of the Company as provided in Section 15, the number of Shares available for issuance under the Plan will be automatically increased on the first day of each Fiscal Year beginning with the 2026 Fiscal Year, in an amount equal to the least of (a) 500,000 Shares, (b) a number of Shares equal to ten percent (10%) of the total number of shares of all classes of common stock of the Company outstanding on the last day of the immediately preceding Fiscal Year, or (c) such number of Shares determined by the Administrator no later than the last day of the immediately preceding Fiscal Year.”

2. Except as expressly amended hereby, the terms of the 2022 Plan shall be and remain unchanged and the 2022 Plan as amended hereby shall remain in full force and effect.

IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by its duly authorized representative on the day and year first above written.