8-K
La Rosa Holdings Corp. (LRHC)
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 11, 2026
LaRosa 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 1.01 Entry into a Material DefinitiveAgreement.
On February 11, 2026, La Rosa Holdings Corp., a Nevada corporation (the “Company”), entered into and closed the transaction (the “Transaction”) provided for under a Membership Interest Purchase Agreement (the “Purchase Agreement”) and a Settlement Agreement (the “Settlement Agreement”, and together with the Purchase Agreement, the “Agreements”) by and among the Company, Joseph La Rosa, the Chief Executive Officer of the Company, the selling member (the “Seller”) of La Rosa Realty Lakeland LLC, a Florida limited liability company (“Lakeland”), and Lakeland.
Pursuant to the Agreements, the Company acquired from the Seller all of his 49% membership interest in Lakeland for aggregate cash consideration of $350,000 (the “Purchase Price”), consisting of (i) an initial payment of $150,000 payable within ten (10) days following the closing, and (ii) installment payments totaling $200,000, payable in twelve (12) equal monthly installments of $16,666.67 commencing on March 1, 2026. As a result of the closing of the Transaction, Lakeland became a wholly owned subsidiary of the Company.
The Agreements contain customary representations, warranties, covenants and mutual releases.
In addition, under the Settlement Agreement, the Seller agreed not to sell more than 5,000 shares of the Company’s common stock per calendar month prior to the earlier of (i) receipt by the Seller of the full Purchase Price, and (ii) such date as the Company’s common stock has a closing price of $5.00 or more for twenty (20) consecutive trading days, as reported by the Nasdaq Stock Market.
As part of the closing of the Transaction, on February 11, 2026, the Company and the Seller also entered into a Pledge Agreement (the “Pledge Agreement”) pursuant to which, as a security for the unpaid portion of the Purchase Price, the Company granted the Seller a perfected, first-priority security interest in a non-voting 28% economic membership interest in Lakeland.
The foregoing descriptions of the Purchase Agreement, Settlement Agreement, and Pledge Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, which are filed as Exhibits 10.1, 10.2, 10.3 hereto, respectively, and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligationor an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
To the extent required by Item 2.03 of Form 8-K, the information contained in Item 1.01 of this Current Report is incorporated herein by reference.
Item 8.01 Other Events.
On February 18, 2026, the Company issued a press release with respect to the Transaction described above. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
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.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are being filed herewith:
| Exhibit No. | Description |
|---|---|
| 10.1# | Membership Interest Purchase Agreement by and among La Rosa Holdings Corp., the Seller, and La Rosa Realty Lakeland LLC, dated February 11, 2026 |
| 10.2# | Settlement Agreement by and among La Rosa Holdings Corp., Joseph La Rosa and the Seller, dated February 11, 2026 |
| 10.3 | Pledge Agreement by and between La Rosa Holdings Corp. and the Seller, dated as of February 11, 2026 |
| 99.1 | Press release of La Rosa Holdings Corp., as of February 18, 2026. |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document). |
| # | Schedules and similar attachments have been omitted pursuant<br> to Regulation S-K Item 601(a)(5).<br><br> <br><br><br> <br>The Company agrees to furnish a supplemental copy of any omitted schedule<br> or attachment to the SEC upon request. |
| --- | --- |
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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.
| Date: February 18, 2026 | LA ROSA HOLDINGS CORP. | |
|---|---|---|
| By: | /s/ Joseph La Rosa | |
| Name: | Joseph La Rosa | |
| Title: | Chief Executive Officer |
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Exhibit 10.1
MEMBERSHIP INTEREST PURCHASE AGREEMENT
This Membership Interest Purchase Agreement (this “Agreement”), dated as of February 11^th^ , 2026 (the “EffectiveDate”), by and among LA ROSA HOLDINGS CORP., a Nevada corporation (the “Buyer”), and RICKY MILLER whose address is 3611 West Wheeler Road, Lakeland, Florida 33810 (the “Seller”), and LA ROSA REALTY LAKELANDLLC, a Florida limited liability company located at 123 South Tennessee Avenue, Suite 1, Lakeland, Florida 33801 (the “Company,” and together with the Buyer and Seller, the “Parties,” and individually, the “Party”).”
RECITALS
WHEREAS, the Company is a real estate brokerage duly licensed and registered in the State of Florida (the “Business”);
WHEREAS, the Company and La Rosa Franchising LLC, a wholly-owned subsidiary of Buyer (the “LRF”), entered into that certain Franchise Agreement (the “Franchise Agreement”) pursuant to which the Company operates as a franchisee of LRF;
WHEREAS, the Seller, a duly licensed broker and real estate agent in the State of Florida, owns 49% of the outstanding membership interests (the “Membership Interests”) of the Company;
WHEREAS, the Seller desires to sell, and the Buyer wishes to purchase, the percentage of the Seller’s Membership Interests listed on ScheduleA attached hereto (the “Interests”), to the Buyer, pursuant to the terms and conditions of this Agreement;
NOW,THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE I
PURCHASE AND SALE
Section1.01 Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing (as defined in Section 1.02), the Seller shall sell to the Buyer, and the Buyer shall purchase from Seller, all of Seller’s right, title, and interest in and to the Interests listed in Schedule A attached hereto, free and clear of any Encumbrances (as defined below), for the consideration listed on and pursuant to the terms listed on Schedule A attached hereto (the “Transaction”). For purposes of this Agreement, all of Seller’s right, title, and interest in and to the Interests shall include, but is not limited to: (a) Seller’s capital accounts in the Company; (b) Seller’s right to share in the profits and losses of the Company; (c) Seller’s right to receive distributions from the Company; and (d) the exercise of all member rights, including the voting rights attributable to the Membership Interests. “Encumbrance” means any charge, claim, community property interest, pledge, condition, equitable interest, lien (statutory or other), option, security interest, mortgage, easement, encroachment, right of first refusal, or restriction of any kind, including any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership. The aggregate purchase price for the Interests is set forth on Schedule A attached hereto (the “PurchasePrice”).
Section1.02 Closing. The consummation of the Transaction shall occur on February 11, 2026 (the “Closing”). The Parties agree that this Agreement shall automatically terminate if the Closing does not occur by February 13, 2026 (the “Drop Dead Date”). Notwithstanding the foregoing, the Closing and Drop Dead Date may be extended in writing by mutual consent of the Parties hereto.
Section1.03 Closing Deliverables. By or on the date of the Closing (the “Closing Date”), the Seller shall deliver to the Buyer:
a) A copy of an entry in the membership transfer ledger of the Company confirming the transfer of the Interests from the Seller to the Buyer;
b) The Amendment No. 1 to the Limited Liability Company Operating Agreement, signed by the Seller, the Company, and the Buyer, in a form, a copy of which is attached hereto as MIPA Exhibit A;
c) The Assignment, signed by the Seller and the Buyer, in a form, a copy of which is attached hereto as MIPA Exhibit B;
d) The Seller’s Certificate, signed by the Seller, in the form reasonably acceptable to the Buyer;
e) The Resignation Letter signed by the Seller, and
f) Seller shall turn over to Buyer full and complete ownership and access to any and all intellectual property Seller used in connection with the Company, including but not limited to all website, all social media accounts, WhatsApp account;
g) Seller shall close all personal social media accounts Seller used in connection with the promotion of the Company, not to include any personal social media accounts used by Seller for professional purposes generally;
h) Such other documents as reasonably requested by the Buyer.
The Seller also undertakes to transfer to the Buyer all original books and records of the Company on the Closing Date or immediately prior to that date.
Section1.04 Taxes.
(a) Transfer Taxes. Seller shall pay, or reimburse Buyer for, any sales, use, or transfer taxes, documentary charges, recording fees, or similar taxes, charges, fees, or expenses, if any, that become due and payable as a result of the transactions contemplated by this Agreement.
(b) Withholding Taxes. Buyer and the Company shall be entitled to deduct and withhold from the Purchase Price all taxes that Buyer and the Company may be required to deduct and withhold under any provision of tax law. All such withheld amounts shall be treated as delivered to Seller hereunder.
Section1.05. Security for Purchase Price.
(a) LimitedPledge. As security solely for the unpaid portion of the Settlement Sum, Buyer shall cause to be pledged a perfected, first-priority security interest in a non-voting economic interest equal to 28% of the membership interests of Company (the “Pledged Interest”) pursuant to a Pledge Agreement attached hereto as MIPA Exhibit C (the “Pledge Agreement”).
(b) AutomaticRelease. Upon LRHC’s payment in full of the Settlement Sum, Miller shall promptly (and in any event within three (3) business days) execute and deliver all releases, terminations, and filings necessary to release the Pledged Interest and any related filings of record.
(c) Standstill;Remedies Limited to Collateral. Until an uncured Event of Default (as defined below) exists, Miller shall take no action to exercise remedies against the Pledged Interest. Upon an uncured Event of Default, Miller’s sole and exclusive remedy shall be to exercise rights against the Pledged Interest in accordance with the Pledge Agreement; Miller waives any right to accelerate the Settlement Sum except as expressly provided herein.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
Section2.01 Seller and Company Representations. The Seller and the Company jointly and severally represent and warrant to the Buyer as follows:
| (a) | the Seller<br> owns 49% of the Membership Interests in the Company; |
|---|---|
| (b) | the Company<br> is a limited liability company, duly organized, validly existing, and in good standing under<br> the laws of the state of Florida. |
| --- | --- |
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| (c) | the<br> Company is duly qualified to do business and is in good standing in every jurisdiction in<br> which such qualification is required for purposes of this Agreement, except where the failure<br> to be so qualified, in the aggregate, would not reasonably be expected to have a Material<br> Adverse Effect on its ability to perform its obligations under this Agreement. For the purposes<br> of this Agreement, “Material Adverse Effect” shall mean any change, event,<br> occurrence, condition, or effect that, individually or in the aggregate, (a) has or would<br> reasonably be expected to have a material adverse effect on the financial condition, results<br> of operations, or business prospects of the Company, or (b) would reasonably be expected<br> to materially impair the ability of the Company to perform its obligations under this Agreement<br> in any material respect; |
|---|---|
| (d) | the<br> Company and Seller have the full right, power, and authority to enter into this Agreement,<br> and to perform their obligations hereunder; |
| --- | --- |
| (e) | the<br> execution and delivery of this Agreement by the Company and the Seller, the consummation<br> of the Transaction contemplated hereby and the performance of the obligations pursuant to<br> this Agreement will not violate, conflict with, require the consent under or result in any<br> breach or default under (i) any of the Company organizational documents (including its articles<br> of organization and limited liability company operating agreement, if any) or (ii) any applicable<br> law; or (iii) the provisions of any material contract or agreement to which Company or Seller<br> is a party or to which any of its material assets are bound (the “Company Contracts”); |
| --- | --- |
| (f) | there<br> are no outstanding preemptive rights, rights of first refusal, or other similar provisions<br> prohibiting the Seller from entering into this Agreement and consummating the transactions<br> contemplated thereby; |
| --- | --- |
| (g) | there<br> is no Action of any nature pending or, to Seller’s knowledge, threatened against or<br> by the Seller that challenges or seeks to prevent, enjoin, or otherwise delay the transactions<br> contemplated by this Agreement. “Action” means any claim, action, cause<br> of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding,<br> litigation, citation, summons, subpoena or investigation of any nature, civil, criminal,<br> administrative, regulatory or otherwise, whether at law or in equity; |
| --- | --- |
| (h) | the<br> Company and Seller are in compliance with all applicable laws and Company Contracts relating<br> to this Agreement, and the operation of the Business; |
| --- | --- |
| (i) | the<br> Company and Seller have obtained all licenses, authorizations, approvals, consents, or permits<br> required by applicable laws) to conduct its business generally and to perform its obligations<br> under this Agreement; |
| --- | --- |
| (j) | no<br> broker or finder is entitled to any brokerage, finder’s, or other fee or commission<br> in connection with the transactions contemplated by this Agreement or any ancillary document<br> based upon arrangements made by or on behalf of Buyer; |
| --- | --- |
| (k) | there<br> are no legal claims pending or, to the Company’s and the Seller’s knowledge,<br> threatened against the Company, before or by any governmental body or nongovernmental department,<br> commission, board, bureau, agency or instrumentality or by any other person; there are no<br> outstanding or unsatisfied judgments, orders, decrees or stipulations to which the Company<br> is a party; |
| --- | --- |
| (l) | all<br> taxes due and owing to any governmental authority by the Company have been paid in full;<br> there has not occurred, nor is there any reasonable probability of the occurrence in the<br> future, of any event or events or any change in the financial condition, business, results<br> of operations or prospects of the Company or otherwise that has (x) interfered with the normal<br> and usual operations of the business or business prospects of the Company or (y) resulted,<br> or could reasonably be expected to result, in a material adverse change in the business,<br> assets, operations, prospects or condition (financial or otherwise) of the Company; |
| --- | --- |
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| (m) | all<br> consents, approvals, releases and waivers from governmental authorities and other third parties<br> required or necessary to consummate this Transaction, including but not limited to, the Florida<br> Real Estate Commission, have been obtained as of the date hereof; |
|---|---|
| (n) | The<br> Seller acknowledges that this Agreement and the Transaction shall not relieve the Seller<br> of his obligations under the Franchise Agreement prior to the consummation of the Transaction.<br> The Company acknowledges that this Agreement and the Transaction shall not relieve the Company<br> of its obligations under the Franchise Agreement. |
| --- | --- |
Section2.02 Buyer Representations and Warranties. The Buyer represents and warrants to the Company and Seller that:
(a) it is a corporation, duly organized, validly existing and in good standing under the laws of the state of Nevada;
(b) it is duly qualified to do business and is in good standing in the State of Florida and in every other jurisdiction in which such licensing and qualification is required for purposes of this Agreement, except where the failure to be so qualified, in the aggregate, would not reasonably be expected to have a Material Adverse Effect;
(c) it has the full right, corporate power, and authority to enter into this Agreement and to perform its obligations hereunder, and the undersigned officer of the Buyer has the proper authority to executed and deliver this Agreement on behalf of the Buyer;
(d) it has obtained all material licenses, authorizations, approvals, consents, or permits required by applicable laws (including the rules and regulations of all authorities having jurisdiction over the operation of its business as it relates to this Agreement).
(e) there is no Action of any nature pending or, to Buyer’s knowledge, threatened against or by the Buyer that challenges or seeks to prevent, enjoin, or otherwise delay the transactions contemplated by this Agreement that would result in a Material Adverse Effect on the business and operations of the Buyer;
(f) no broker or finder is entitled to any brokerage, finder’s, or other fee or commission in connection with the transactions contemplated by this Agreement or any ancillary document based upon arrangements made by or on behalf of Buyer.
Section2.03 NO OTHER REPRESENTATIONS OR WARRANTIES; NON-RELIANCE. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS HEREIN, (A) NEITHER PARTY TO THIS AGREEMENT, NOR ANY OTHER PERSON ON SUCH PARTY’S BEHALF, HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, EITHER ORAL OR WRITTEN, WHETHER ARISING BY LAW OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, AND (B) EACH PARTY ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY THE OTHER PARTY, OR ANY OTHER PERSON ON SUCH PARTY’S BEHALF.
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ARTICLE III
COVENANTS
Section3.01 Conduct of Business of the Company; Transition Services. During the period commencing on the Effective Date and continuing until the Closing Date, the Company and Seller agree that the Company, and Seller shall cause the Company, to carry on the Business only in the ordinary course and consistent with past practice.
Section3.02 Access to Properties and Records. The Company and Seller shall provide (or shall cause to be provided) to Buyer and Buyer’s accountants, counsel, and other authorized advisors, with reasonable access, during business hours, to the Company’s premises and properties and its books and records and will cause the Company’s officers to furnish to Buyer and Buyer’s authorized advisors such additional documents as Buyer shall from time to time reasonably request. All such data and information shall be kept confidential by the Buyer and the Company unless and until the transactions contemplated herein are consummated.
Section3.03 Filings with Governmental Entities and the FREC. The Parties shall work together to ensure that the Transaction is consummated pursuant to the statutes and administrative code of the State of Florida and any rules and regulations promulgated by the Florida Real Estate Commission (the “FREC”).
Section3.04 Operating Agreement. In connection with this Agreement and the consummation of the Transaction contemplated hereby, the Parties agree to enter into an Amendment No. 1 to the Limited Liability Company Operating Agreement, a copy of which is attached hereto as MIPAExhibit A, effective as of the Closing Date.
Section3.05 Franchise Agreement. The Company shall continue to fulfill the Seller’s obligations under the Franchise Agreement.
ARTICLE IV
TERMINATION
Section4.01 Termination. This Agreement may be terminated at any time prior to the Closing:
(a) by the mutual written consent of the Parties; or
(b) by the Buyer or Seller, if there has been a breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by any of the other Party (the “Defaulting Party”) pursuant to this Agreement and such breach, inaccuracy or failure has not been cured by the Defaulting Party before the earlier of (i) 15 days after such Defaulting Party’s receipt of written notice of such breach from the non-defaulting Party; or (ii) the Drop Dead Date; or immediately if such breach is incapable of being cured by the Defaulting Party.
Section4.02 Effect of Termination. In the event of termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void and there shall be no liability on the part of a Party except that nothing herein shall relieve any Party from liability for any willful breach of any provision of this Agreement.
Section4.03 Survival. Notwithstanding the foregoing, Section 2.02(f), ARTICLE V, Section 6.03, Section 6.07, Section 6.16, Section 6.17 contained herein shall survive the termination of this Agreement.
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ARTICLE V
INDEMNIFICATION
Section5.01 The Buyer agrees to indemnify the Company and the Seller and the Seller agrees to indemnify the Buyer, its affiliates, and respective shareholders, members, directors, managers, officers, and employees from and against all claims, judgments, damages, liabilities, settlements, losses, costs, and expenses, including reasonable attorneys’ fees and disbursements (collectively, a “Loss”),
(a) arising from or relating to any inaccuracy in or breach of any of the representations or warranties of the indemnifying party contained in this Agreement or any document delivered in connection herewith: or
(b) any Loss arising from or relating to any breach or non-fulfillment of any covenant, agreement, or obligation to be performed by Seller pursuant to this Agreement or any document delivered in connection herewith.
ARTICLE VI
MISCELLANEOUS
Section6.01 Expenses. Except as otherwise provided herein, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such costs and expenses.
Section6.02 Further Assurances. Following the Closing, each of the Parties shall execute and deliver such additional documents, instruments, conveyances, and assurances and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement.
Section6.03 Notices. Each Party to this Agreement shall deliver all notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (each, a “Notice”) in writing and addressed to the other Party at its address set out below (or to any other address that the receiving Party may designate from time to time in accordance with this section). Each Party to this Agreement shall deliver all Notices by personal delivery, nationally recognized overnight courier (with all fees prepaid), email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid.). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt by the receiving party and (b) if the party giving the Notice has complied with the requirements of this Section.
| If to the Buyer: | La Rosa<br> Holdings Corp.<br> 1420 Celebration Blvd., 2nd Floor<br><br> <br>Celebration,<br> FL 34747<br><br> <br>Attn: Joseph<br> La Rosa, Chief Executive Officer<br><br> <br>T: (321)<br> 250-1799<br><br> <br>E: joe@larosarealtycorp.com |
|---|---|
| with a copy to<br><br> (which shall not constitute notice): | Legal Counsel, P.A.<br><br> <br>13330 W. Colonial Drive #110<br><br> <br>Winter Garden, FL 34787<br><br> <br>Attn: Michele Diglio-Benkiran,<br> Esquire<br><br> <br>T: (407)-982-4321<br><br> <br>E: michele@legalcounselpa.com |
| If to the Seller: | Ricky Miller<br><br> <br>C/O c/o Sasso & Sasso, P.A.<br><br> <br>630 South Maitland Avenue<br><br> <br>Maitland, Florida 32751<br><br> <br>Email: truefloridagroup@gmail.com |
| with copy to<br><br> <br>(which shall not constitute notice): | Michael A. Sasso<br><br> Email: masasso@sasso-law.com |
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Section6.04 Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.
Section6.05 Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or other provision is invalid, illegal, or unenforceable, the Parties agree negotiate in good faith to modify the Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
Section6.06 Entire Agreement. This Agreement and the schedules and exhibits hereto to be delivered hereunder constitute the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter, including but not limited to the Letter of Intent. In the event of any inconsistency between the terms and provisions in the body of this Agreement and those in the documents delivered in connection herewith, the schedules and exhibits, the terms and provisions in the body of this Agreement shall control.
Section6.07 Attorneys’ Fees. In the event that any Party institutes any legal suit, action, or proceeding, including arbitration, against the other Party to enforce the covenants contained in this Agreement arising out of or relating to this Agreement, the prevailing Party in the suit, action or proceeding shall be entitled to receive, in addition to all other damages to which it may be entitled, the costs incurred by such Party in conducting the suit, action, or proceeding, including reasonable attorneys’ fees and expenses and court costs.
Section6.08 Further Assurances. Each of the Parties hereto shall, and shall cause their respective Affiliates to execute and deliver such additional documents, instruments, conveyances, and assurances and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated hereby.
Section6.09 Public Announcements. Unless otherwise required by applicable law (based upon the reasonable advice of counsel), no Party to this Agreement shall make any public announcements in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media without the prior written consent of the other Party, and the Parties shall cooperate as to the timing and contents of any such announcement.
Section6.10 Amendment and Modification. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each Party hereto.
Section6.11 Waiver. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
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Section6.12 Equitable Remedies. The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the Parties shall be entitled to equitable relief, including injunctive relief or specific performance of the terms hereof, in addition to any other remedy to which they are entitled at law or in equity.
Section6.13 Assignment. No Party may assign any of its rights hereunder without the prior written consent of the other Parties. No assignment shall relieve the assigning Party of any of its obligations hereunder.
Section6.14 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns.
Section6.15 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
Section6.16 Governing Law. All matters relating to this Agreement shall be governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction).
Section6.17 Submission to Jurisdiction; Waiver of Jury Trial. Any legal suit, action, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be instituted in the federal courts of the United States of America or the courts of the State of Florida in Polk County, and each Party irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action, or proceeding.
EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT, THE ASSIGNMENT, OR THE ANCILLARY DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE ASSIGNMENT, THE OTHER ANCILLARY DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
Section6.18 Force Majeure. The Parties shall not be liable or responsible to the other Parties, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other Parties hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the affected Party’s reasonable control, including, without limitation: (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities, terrorist threats or acts, riot, or other civil unrest; (d) government order or law; (e) actions, embargoes, or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; and (g) national or regional emergency (any a “Force Majeure Event”). The Party suffering a Force Majeure Event shall promptly give notice to the other Parties, stating the period of time the occurrence is expected to continue and shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized.
Section6.19 Specific Performance. The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the Parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy to which they are entitled at law or in equity. Each Party hereto: (a) agrees that it shall not oppose the granting of such specific performance or relief; and (b) hereby irrevocably waives any requirements for the security or posting of any bond in connection with such relief.
Section6.20 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
Section6.21 Time of the Essence. Time shall be of the essence in this Agreement.
[SIGNATUREPAGE FOLLOWS]
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INWITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the Effective Date by their respective representatives thereunto duly authorized.
| SELLER: | |
|---|---|
| By: | /s/ Ricky Miller |
| Name: | Ricky Miller |
| BUYER: | |
| LA ROSA HOLDINGS CORP. | |
| By: | /s/ Joseph La Rosa |
| Name: | Joseph La Rosa |
| Title: | C.E.O. |
| COMPANY: | |
| LA ROSA REALTY LAKELAND LLC | |
| By: | /s/ Joseph La Rosa |
| Name: | Joseph La Rosa |
| Title: | Manager |
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SCHEDULEA
| Buyer: | La Rosa Holdings Corp. |
|---|---|
| Company: | La Rosa Realty Lakeland LLC |
| Seller: | Ricky Miller |
| Percentage of Seller’s Membership Interest in the Company being sold to the Buyer: | 49% |
| Aggregate Purchase Price: | 350,000 |
| Payment Terms of Aggregate Purchase Price: | 350,000 shall be paid as follows: |
| (a) | |
| (b) |
All values are in US Dollars.
10
MIPAExhibit A
AMENDMENTNO. 1 TO
THE LIMITED LIABILITY COMPANY OPERATING AGREEMENT
OFLA ROSA REALTY LAKELAND LLC
11
MIPA Exhibit B
ASSIGNMENT
12
MIPAEXHIBIT C- PLEDGE AGREEMENT
13
Exhibit10.2
SETTLEMENTAGREEMENT
THIS SETTLEMENT AGREEMENT (this “Agreement”) is entered into as of February 11^th^, 2026 (the “Effective Date”) by and among La Rosa Holdings Corp. (“LRHC”), La Rosa Realty Lakeland LLC (“LRRL”), and Joseph La Rosa (“La Rosa”) (LRHC and LRRL, are collectively, the “La Rosa Parties”), and Ricky Miller (“Miller”) (The La Rosa Parties and Miller are collectively the “Parties” and each a “Party.” The Parties hereby agree as follows:
| 1. | Settlement<br> Sum; Payment Terms; No Personal Guaranty. |
|---|
1.1 SettlementSum. The La Rosa Parties shall pay to Miller a total settlement amount of Three Hundred Fifty Thousand Dollars ($350,000.00) (the “Settlement Sum”), comprised of (a) an initial payment of One Hundred Fifty Thousand Dollars ($150,000.00) (the “Initial Payment”) and (b) installment payments totaling Two Hundred Thousand Dollars ($200,000.00) (the “Installment Payments”). The Settlement Sum is $350,000.00, comprised of a $150,000.00 initial payment and $200,000.00 in installments.
1.2 Initial Payment Timing. The Initial Payment shall be due within ten (10) days after Closing.
1.3 Installment Schedule; Grace Period. The Installment Payments shall be amortized in twelve (12) equal, monthly installments of $16,666.67 each, commencing on March 1^st^, 2026, and due on the 1^st^ day of each month thereafter (each, a “PaymentDue Date”), with a ten (10) day grace period.
1.4 Method;Setoff; Prepayment. Payments shall be made by ACH or wire to an account designated in writing by Miller. The La Rosa Parties may prepay without penalty.
1.5 NoPersonal Guaranty. For avoidance of doubt, La Rosa signs solely in his representative capacity for the La Rosa Parties as applicable, and there is no personal guaranty by La Rosa. The Parties agree that La Rosa shall bear no personal liability for the obligations herein.
| 2. | Transfer<br> of LRRL Membership Interest. |
|---|
2.1 Transfer. In consideration of the Settlement Sum, Miller shall sell, assign, transfer, and convey to LRHC all of Miller’s forty-nine percent (49%) membership interest in LRRL (the “Transferred Interest”) pursuant to the Membership Interest Purchase Agreement (the “MIPA”) attached hereto as Settlement Agreement Exhibit #1, to be executed at Closing (as defined herein). The Settlement Amount in paragraph 1 herein shall be listed in the MIPA as the sale price for Miller’s Membership Interest in LRRL.^1^
2.2 ClosingMechanics; Closing Date. The closing of the transfer of the Transferred Interest (the “Closing”) shall occur on February 13, 2026, subject to the satisfaction or written waiver of all conditions in the MIPA.
2.3 Title;Liens. Miller shall deliver the Transferred Interest free and clear of all liens, pledges, encumbrances, and adverse claims, together with all requisite consents and assignments.
| 3. | LRHC<br> Shares; Trading Limitations. |
|---|
3.1 MonthlyVolume Limitation. Miller agrees not to sell more than 5,000 shares of LRHC common stock per calendar month prior to the earlier of (a) receipt by Miller of the full Settlement Sum and
(b) such date as LRHC’s common stock has a closing price of $5.00 or more for 20 consecutive trading days, as reported by The Nasdaq Stock Market.
3.2 Mannerof Sales. Sales shall be effected in compliance with applicable securities laws and LRHC policies reasonably provided to Miller in advance.
| ^1^ | For<br> clarification purposes only, the $350,000 Settlement Amount stated in paragraph 1 herein<br> this Agreement, is the same $350,000 listed in the MIPA. Hence, there shall be only 1 payment<br> of $350K payable from the La Rosa Parties to Miller. |
|---|---|
| 4. | Security;<br> Pledge; Release. |
| --- | --- |
4.1 LimitedPledge. As security solely for the unpaid portion of the Settlement Sum, LRHC shall cause to be pledged a perfected, first-priority security interest in a non-voting economic interest equal to 28% of the membership interests of LRRL (the “Pledged Interest”) pursuant to a pledge agreement attached hereto as Settlement Agreement Exhibit #2 (the “Pledge Agreement”).
4.2 AutomaticRelease. Upon LRHC’s payment in full of the Settlement Sum, Miller shall promptly (and in any event within three (3) business days) execute and deliver all releases, terminations, and filings necessary to release the Pledged Interest and any related filings of record.
4.3 Standstill;Remedies Limited to Collateral. Until an uncured Event of Default (as defined below) exists, Miller shall take no action to exercise remedies against the Pledged Interest.
| 5. | Mutual<br> Releases. |
|---|
5.1 Releaseby Miller. Effective upon the Closing, Miller irrevocably releases and discharges the La Rosa Parties, La Rosa, and their respective current and former employees, directors, officers, affiliates, agents, representatives, successors, and assigns from any and all claims of any nature, whether known or unknown, arising on or before the Effective Date, excluding claims to enforce this Agreement and the ancillary documents.
5.2 Releaseby La Rosa Parties. Effective upon the Closing, the La Rosa Parties and La Rosa grant to Miller a reciprocal release to the same extent as Section 5.1, excluding claims to enforce this Agreement and the ancillary documents.
5.3 NoAdmission. This Agreement is a compromise of disputed claims and shall not be construed as an admission of liability by any Party.
| 6. | Default;<br> Notice; Cure; Remedies. |
|---|
6.1 Default. An “Event of Default” occurs if any Installment Payment is not received within ten (10) days after the applicable Payment Due Date, or if a Party materially breaches this Agreement and fails to cure within the applicable cure period.
6.2 Notice;Cure. The non-defaulting Party shall provide written notice specifying the default and actions required to cure (the “Default Notice”). The defaulting Party shall have fifteen (15) days from receipt of the Default Notice to cure (the “Cure Period”).
6.3 Remedies. If the defaulting Party fails to cure within the Cure Period, the non-defaulting Party may pursue available remedies expressly provided in this Agreement and applicable law. Notwithstanding anything contained herein to the contrary, Miller’s monetary remedies shall be limited to recovery from the Pledged Interest unless and until a court of competent jurisdiction determines that such remedies are inadequate.
6.4 NoConfession of Judgment. No Party shall seek, and the Parties waive, any right to an immediate default final judgment or confession of judgment.
| 7. | Bankruptcy;<br> Enforceability. |
|---|
7.1 NoSpecial Bankruptcy Treatment. The Parties agree that nothing in this Agreement shall be construed to render the obligations “non-dischargeable” as a categorical matter; the Parties shall retain all rights and defenses available under the United States Bankruptcy Code, and any applicable determinations shall be made by a court of competent jurisdiction.
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| 8. | Confidentiality;<br> Permitted Disclosures; Non-Disparagement |
|---|
8.1 Confidentiality. The Parties shall keep the terms of this Agreement confidential and may state only that “the matter has been amicably resolved,” except disclosures to attorneys, tax advisors, auditors, insurers, financing sources, and as required by law or regulation. The original draft requires confidentiality, allows saying the matter was settled, permits disclosure to accountants and lawyers, allows SEC-required disclosure by LRHC, and allows responses to subpoenas.
8.2 SECMatters. LRHC may make disclosures as reasonably determined necessary or advisable to comply with federal securities laws, stock exchange rules, and filing requirements.
8.3 Non-Disparagement. Each Party agrees not to make statements reasonably expected to disparage or defame the other Party or its affiliates; this section shall not restrict truthful testimony or legally required statements. This section shall survive this Agreement.
| 9. | Conditions<br> Precedent; Further Assurances. |
|---|
9.1 Conditions. The obligations to consummate the transactions contemplated by Section 2 are conditioned on the execution and delivery of the MIPA and ancillary transfer documents and the absence of any legal restraint prohibiting the transfer.
9.2 FurtherAssurances. Each Party shall execute and deliver such additional documents and take such further actions as are reasonably necessary to give effect to this Agreement and the transactions contemplated hereby, within five (5) business days after request.
| 10. | Notices |
|---|
10.1 Notices. All notices shall be in writing and deemed given when (a) delivered personally, on the date of delivery, (b) sent by registered or certified mail, return receipt requested, on the date of receipt, or (c) sent by nationally recognized overnight courier, on the next business day after dispatch, to the addresses below or such other address designated by notice.
| 10.2 | Notice<br> Information. |
|---|
Noticesto the La Rosa Parties:
Attention: Mr. Korey Alberts
1420 Celebration Blvd., Suite 200
Celebration, FL 34747
Email: Korey@larosarealtycorp.com
With a copy to:
Michele Diglio-Benkiran, Esquire Legal Counsel, P.A.
13330 W. Colonial Dr., #110 Winter Garden, FL 34787
Email: efilings@legalcounselpa.com
Notices to Miller:
Ricky Miller
c/o Sasso & Sasso, P.A.
630 South Maitland Avenue
Maitland, Florida 32751
Email: truefloridagroup@gmail.com
With a copy to:
Michael A. Sasso
Email: masasso@sasso-law.com
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| 11. | Miscellaneous |
|---|
11.1 Choice of Law. This Agreement shall be governed by the laws of the State of Florida.
11.2 Venue. The Parties consent to exclusive venue in state or federal courts located in Polk County, Florida.
11.3 Attorneys’Fees. In any action arising out of or relating to this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys’ fees and costs, including on appeal.
11.4 EntireAgreement; Integration. This Agreement (including the exhibits and ancillary documents executed in connection herewith) constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.
11.5 Amendments;Waivers. No amendment or waiver shall be effective unless in a writing signed by the Party against whom enforcement is sought.
11.6 Assignment;Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns; no Party may assign this Agreement without the other Party’s prior written consent, not to be unreasonably withheld, delayed, or conditioned.
11.7 Severability. If any provision is held invalid or unenforceable, such provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.
11.8 Counterparts;Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by PDF or other electronic means shall be deemed original.
11.9 Headings. Headings are for convenience only and shall not affect interpretation.
| 12. | Ancillary<br> Documents; Timelines. |
|---|
12.1 MIPA. The Parties shall execute the MIPA (including the attachments thereto, more particularly LRRL Amendment and Assignment of Interest) simultaneous with the execution of this Agreement.
12.2 PledgeDocuments. The Parties shall execute and deliver the Pledge Agreement simultaneous with the execution of this Agreement.
12.3 MiscellaneousDocuments. The Parties shall execute and deliver customary transfer documents including but not limited to the Closing Memorandum, Seller’s Certificate, Affidavit Concerning Membership Interest, and Resignation Letter, all attached hereto as Settlement Agreement Composite Exhibit #3.
13. Taxes. Each Party shall bear its own tax liabilities, if any, arising from this Agreement. The Parties shall cooperate in good faith to provide forms and information reasonably required for tax reporting.
14. Representations. Each Party represents and warrants that (a) it has the requisite power and authority to execute and deliver this Agreement and to perform its obligations; (b) this Agreement has been duly authorized, executed, and delivered by such Party and constitutes a legal, valid, and binding obligation of such Party, enforceable in accordance with its terms; and (c) it has had the opportunity to consult with counsel of its choice.
15. NoThird-Party Beneficiaries. There are no third-party beneficiaries to this Agreement other than the Parties’ respective successors and permitted assigns expressly referenced herein.
16. Execution;Effective Date This Agreement shall be effective as of the Effective Date upon execution by all Parties.
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IN WITNESS WHEREOF, the Parties have executed this Settlement Agreement as of the Effective Date.
| LA ROSA REALTY LAKELAND LLC | JOSEPH LA ROSA | |
|---|---|---|
| /s/ Joseph La Rosa | /s/ Joseph La Rosa | |
| By: | Joseph La Rosa | Joseph La Rosa |
| As: | Manager | Dated: February 11^th^, 2026 |
Dated: February 11^th^, 2026
| LA ROSA HOLDINGS CORP. | RICKY MILLER | |
|---|---|---|
| /s/ Joseph La Rosa | /s/ Ricky Miller | |
| By: | Joseph La Rosa | Ricky Miller |
| As: | C.E.O. | Dated: February 11^th^, 2026 |
Dated: February 11^th^, 2026
5
SETTLEMENTAGREEMENT EXHIBIT #1- MIPA
6
SETTLEMENTAGREEMENT #2- PLEDGE AGREEMENT
7
SETTLEMENTAGREEMENT COMPOSITE EXHIBIT #3- MISCELLANEOUS DOCUMENTS
8
Exhibit 10.3
PLEDGE AGREEMENT
THISPLEDGE AGREEMENT (the “Agreement”) is effective as of the 11^th^ day February, 2026 by and between La Rosa Holdings Corp. (the “Pledgor”), and Ricky Miller (the “Pledegee”) (the Pledgor and Pledgee are collectively the “Parties”).
RECITALS
WHEREAS, Pledgor has purchased from Pledgee a 49% Membership Interest in La Rosa Realty Lakeland LLC, a Florida limited liability company ( the “Company”) pursuant to the terms of that certain Settlement Agreement and that certain MIPA between Pledgor and Pledgee dated February 11^th^, 2026 (the “Settlement Agreement”);
WHEREAS, Pledgor agreed to pay Pledgee $350,000 (the “Sale Price”) with a lump sum payment of $150,000 upon the execution of this Agreement and $200,000 by a series of installment payments (the “Installment Payments”) in return for Pledgee’s 49% Membership Interest in the Company; &
WHEREAS, In order to secure the payment of the Installment Payments, Pledgor has agreed to pledge 28% of its Membership Interest in the Company, owned by Pledgor to Pledgee until the Installment Payments are paid in full.
NOW THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND CONDITIONS, THE PARTIES HAVE AGREED AS FOLLOWS:
1. The above recitals are true and correct and are hereby incorporated herein by reference.
2. The collateral of this Agreement is 28% of the Membership Interest in the Company (the “Collateral”) issued in the name of the Pledgor.
3. Pledgor hereby grants to Pledgee a security interest in the Collateral to secure Pledgor’s performance of the payment of the Installment Payments to Pledgee.
4. Pledgor shall be in default under this Agreement if Pledgor fails to pay the Installment Payments to Pledgee in a manner as more particularly set forth in that certain Settlement Agreement and Membership Interest Purchase Agreement of even date herewith.
5. In the event that any Party to this Agreement believes that a default under the terms of this Agreement has occurred, the non-defaulting Party shall provide written notice of such default (the “Default Notice”) to the defaulting Party. The Default Notice shall specify the nature of the default, the actions required to cure the default, and shall be sent via certified mail, return receipt requested, or by a recognized overnight courier service to the addresses provided by the Parties in this Agreement.
Upon receipt of the Default Notice, the defaulting Party shall have a period of fifteen (15) days (the “Cure Period”) to cure the specified default. If the default is curable and the defaulting Party cures the default within the Cure Period, no further action shall be taken.
If the defaulting Party fails to cure within the Cure Period, the non-defaulting Party may pursue available remedies expressly provided in this Agreement and applicable law, provided that Miller’s monetary remedies shall be limited to recovery from the Pledged Interest unless and until a court of competent jurisdiction determines that such remedies are inadequate.
6. Notice. All notices, requests, demands, and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered personally, sent by registered or certified mail, return receipt requested, postage prepaid, or sent by a recognized overnight courier service to the Parties at the addresses set forth in this Agreement or to such other address as any Party may have furnished to the others in writing in accordance herewith. Any such notice or communication shall be deemed to have been received (a) if delivered personally, on the date of such delivery, (b) if sent by registered or certified mail, on the date receipt is acknowledged, and (c) if sent by recognized overnight courier service, one business day after the date of dispatch.
| If to Pledgor: | La Rosa Holdings Corp. |
|---|---|
| 1420 Celebration Blvd., 2nd Floor | |
| Celebration, FL 34747 | |
| Attn: Joseph La Rosa, Chief Executive Officer | |
| T: (321) 250-1799 | |
| E: joe@larosarealtycorp.com | |
| with a copy to | Legal Counsel, P.A. |
| (which shall not constitute notice): | 13330 W. Colonial Drive #110 |
| Winter Garden, FL 34787 | |
| Attn: Michele Diglio-Benkiran, Esquire | |
| T: (407)-982-4321 | |
| E: michele@legalcounselpa.com | |
| If to Pledgee: | Ricky Miller |
| C/O c/o Sasso & Sasso, P.A. | |
| 630 South Maitland Avenue | |
| Maitland, Florida 32751 | |
| Email: truefloridagroup@gmail.com | |
| with copy to | Michael A. Sasso |
| (which shall not constitute notice): | Email: masasso@sasso-law.com |
7. This Agreement shall automatically terminate upon Pledgee’s receipt of the total Installment Payments, at which time the Pledgee’s security interest in and to the Collateral shall terminate and become null and void.
8. This Agreement will be governed by the laws of Florida. Venue to enforce this Agreement and any and all claims related thereto shall be in Polk County, Florida.
9. The prevailing party in any litigation arising out of or related to this Agreement shall recover their attorney’s fees and costs incurred at trial and on appeal.
10. This Agreement shall not be modified or amended in any way except by writing executed by all Parties.
11. This Agreement shall be binding upon and shall inure to the benefit of the parties and their heirs, successors and assigns.
12. Should any portion of this Agreement be deemed ineffective or invalid by the decision of any Court or passage of any legislation, it is the intention of the parties that the Agreement shall be construed as if the invalid provision, had not been contained herein, and the Agreement shall be otherwise valid.
2
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the 11^th^ day of February, 2026.
| PLEDGOR: | PLEDGEE: | |
|---|---|---|
| La Rosa Holdings Corp. | ||
| /s/ Joseph La Rosa | /s/ Ricky Miller | |
| By: | Joseph La Rosa, C.E. O | Ricky Miller |
3
Exhibit 99.1
La Rosa Holdings Acquires Remaining 49% Interestin Profitable Brokerage with $5.1M Trailing Twelve Months Revenue
Prestige Ranked Third in Polk County, Floridaby Agent Count and Total Real Estate Sales Volume Over the Last 12 Months
Celebration,FL – February 18, 2026 – La Rosa Holdings Corp. (NASDAQ: LRHC) (“La Rosa” or the “Company”), a real estate and PropTech enterprise, today announced that it has acquired the remaining 49% ownership interest in its franchisee, La Rosa Realty Lakeland LLC (doing business as La Rosa Realty Prestige) (“Prestige”). With this transaction, Prestige is now a wholly owned subsidiary of La Rosa. Prestige operates in Lakeland, Florida, with an additional branch office in Winter Haven, serving the broader Central Florida market. For the last 12 months, Prestige ranked third as a real estate brokerage based on its agent count and on its total real estate sales volume in Polk County, Florida^1^.
Prestige generated approximately $5.1 million in revenue for the trailing twelve months ended September 30, 2025 and reported positive net income during that period. The brokerage provides residential and commercial real estate services and offers coaching and support services to agents on a fee basis.
Joe La Rosa, CEO of La Rosa, commented, “This acquisition reflects our continued focus on strengthening our corporate-owned platform with profitable, market-leading operations. With 138 agents, 420 transactions completed last year, and strong revenue and profitability metrics, Prestige is a meaningful contributor to our Central Florida footprint. By acquiring the remaining ownership interest, we enhance operational alignment, improve integration across our platform, and position this office to further benefit from our technology, support infrastructure, and growth initiatives.”
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 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.
^1^ According to ratemyagent.com as of February 13, 2026
La Rosa operates 24 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 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 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 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 recent 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 our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, 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