Financial Analysis

Note 5 Business Combinations During 2024, the Company acquired majority ownership of the following franchisees and affiliates of the Company: La Rosa Realty Winter Garden LLC, Las Rosa Realty Georgia LLC, La Rosa Realty California, La Rosa Realty Lakeland LLC, La Rosa Realty Success LLC, BF Prime LLC, and La Rosa Realty Beaches LLC & La Rosa Realty Baxpi. All six franchises engage mostly in the residential real estate brokerage services to the public primarily through sales agents and also provide coaching and support services to agents on a fee basis. In addition, the company has acquired Nona Title Agency LLC (rebranded FPG Title). The acquisitions were accounted for using the acquisition method of accounting, which requires that the assets acquired, and liabilities assumed be recognized at their estimated fair values as of the acquisition date. The following table summarizes the purchase consideration and the purchase price allocation to the estimated fair values of the identifiable assets acquired and liabilities assumed for the eight acquisitions for the year ended December 31, 2024: Winter Garden Georgia California Lakeland Success BF Prime Nona Title Beaches & Baxpi Total Acquired ownership 100 % 51 % 51 % 51 % 51 % 100 % 100 % 100 % Acquisition date 2/21/2024 3/7/2024 3/15/2024 4/18/2024 5/25/2024 8/19/2024 8/21/2024 12/31/2024 Common stock issued 37 35 1 64 7 5 58 153 360 Cash consideration $ $ $ $ 50,000 $ 10,000 $ 5,890 $ 174,580 $ 100,000 $ 340,470 Equity …

BusinessCombinationDisclosureTextBlock · excerpt; the full note is in the filing

Note 16 Commitments and Contingencies The Company has entered into indemnification agreements with the Companys officers and directors for certain events or occurrences. The Company maintains a directors and officers insurance policy to provide coverage in the event of a claim against an officer or director. Nasdaq Listing Rule On October 10, 2024, the Company received a letter from Nasdaq notifying the Company that it was no longer in compliance with the $1.00 minimum bid price requirement for continued listing on Nasdaq under the Bid Price Rule. Nasdaq has granted the Company 180 calendar days, or until April 8, 2025, to regain compliance with the Bid Price Rule. On April 9, 2025, Nasdaq notified the Company that Nasdaqs Staff has determined that the Company is eligible for an additional 180 calendar day period, or until October 6, 2025, to regain compliance. The Company implemented an 80-for-1 reverse stock split effective July 7, 2025, which increased the trading price of its common stock. Following the reverse split, the Company regained compliance with the Nasdaq Bid Price Rule by maintaining a closing bid price of at least $1.00 per share for the required ten consecutive trading days. Nasdaq formally confirmed that the Company had regained compliance on July 21, 2025. Legal Proceedings From time to time the Company is involved in litigation, claims, and other proceedings arising in the ordinary course of business. Such litigation and other proceedings may include, but …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

Note 8 Borrowings Line of Credit The Company has a line of credit with Regions Bank that allows for advances up to $150,000 with interest at the Prime Rate plus 4.75% with a floor of 4.75% and no maturity date. On December 31, 2025, the outstanding balance on the line of credit was $0 at a prime rate of 7.00% plus 4.50%, or 11.50%. On December 31, 2024, the outstanding balance on the line of credit was $148,976 at a prime rate of 7.75% plus 4.75%, or 12.50%. The line of credit is collateralized by Company assets. Convertible Note Facility, Redemption Agreement, and Amendment to the Articles of Incorporation On November 12, 2025, the Company and the Investors entered into the Securities Purchase Agreement, pursuant to which the Company agreed to, among other things, issue and sell, and the Investors agreed to purchase, in multiple closings, a new series of senior secured convertible notes of the Company in an aggregate original principal amount of up to $250,000,000, subject to the satisfaction or waiver of certain closing conditions. Pursuant to the Purchase Agreement, on November 12, 2025, the Company issued a Token Right (the Token Right) to certain Investors, pursuant to which the holder will be entitled to receive upon exercise of the Token Right and for 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 the Token Right) purchased by the Company using the net pr …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

The following table disaggregates the Companys revenue based on the type of sale or service and the timing of satisfaction of performance obligations for the years ended December 31: 2025 2024 (as restated) Performance obligations satisfied at a point in time $ 66,035,359 $ 56,169,461 Performance obligations satisfied over time 2,472,447 2,512,678 Revenue $ 68,507,806 $ 58,682,139 …

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Note 12 Equity Incentive Plan On January 10, 2022, the Company adopted the La Rosa Holdings Corp. 2022 Equity Incentive Plan (the 2022 Plan) pursuant to which a maximum of 625 shares of Common Stock of the Company were authorized to be issued pursuant to the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units (RSUs), performance units and performance shares. Persons eligible to receive awards under the 2022 Plan include employees, consultants, and directors of the Company. The plan is administered by the Compensation Committee of the Board of Directors. On October 20, 2023, the Company filed a Form S-8 to register the securities in the 2022 Plan. As of December 31, 2025, there are 819 shares available for issuance after reserving an additional 568 shares under the plan through the end of 2025. Stock Option Awards Stock options are awards issued to employees and directors that entitle the holder to purchase Common Stock of the Company at a fixed price. The Company recorded stock-based compensation related to options of $200,076 and $3,267,088 for the years ended December 31, 2025 and 2024, respectively. The Company did not realize any tax benefits associated with share-based compensation for the years ended December 31, 2025 and 2024, as the Company recorded a valuation allowance on all deferred tax assets. At December 31, 2025, options outstanding that have vested and are expected to vest are as fo …

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Note 4 Fair Value Measurements Fair value is the price that would be received for an asset or the amount paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company follows ASC 820, Fair Value Measurement , for financial assets and liabilities measured at fair value on a recurring basis. The Company uses the fair value hierarchy to categorize the financial instruments measured at fair value based on the available inputs to the valuation and the degree to which they are observable or not observable in the market. The three levels of the fair value hierarchy are as follows: Level 1 Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2 Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly; and Level 3 Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. A financial instruments level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The Company has evaluated the estimated fair value of financial instruments using available market information and valuations as provided by third-party sources. The use …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

Note 6 Goodwill and Intangible Assets Impairment test During the fiscal fourth quarters of both 2025 and 2024, we determined that triggering events occurred as a result of additional decline in operational estimates for franchises acquired, along with uncertainty for projected cash flows, and also further decreases in our stock price. Therefore, we performed quantitative impairment tests as of the first day of fiscal fourth quarters of both 2025 and 2024 for our reporting units with remaining goodwill and intangibles. The fair value of each reporting unit was estimated using a weighing of the income and market valuation approaches. The income approach applied a fair value methodology to each reporting unit based on discounted cash flows. This analysis requires significant judgments, including estimation of future cash flows, which is dependent on internally developed forecasts of revenue and profitability, estimation of the long-term rate of growth for our business of 3% per year in revenues over a 10 year period, estimation of the useful life over which cash flows will occur, and determination of our carrying value of equity for the reporting unit being tested. For the year ended 2025, the combined fair values for all reporting units were then reconciled to the aggregate market value of our shares of common stock on the date of testing. Based on our most recent impairment test, a total impairment charge of $6,911,770 was recorded, which included $6,181,134 for goodwill and $ …

GoodwillAndIntangibleAssetsDisclosureTextBlock · excerpt; the full note is in the filing

Note 14 Income Taxes Our income before provision for (benefit from) income taxes for the years ended December 31, 2025 and 2024 was as follows: December 31, 2025 2024 Income (loss) before income taxes Domestic $ (30,016,549 ) $ (14,318,644 ) Foreign (393,873 ) (31,352 ) Income (loss) before income taxes $ (30,410,422 ) $ (14,349,996 ) The benefit from income taxes was as follows: December 31, 2025 2024 Current U.S. Federal $ - $ - State and local - - Foreign - - $ - $ - Deferred U.S. Federal $ (963,436 ) $ (2,423,582 ) State and local (301,873 ) (695,810 ) Foreign (89,657 ) - (1,354,966 ) (3,119,392 ) Valuation Allowance 1,354,966 3,119,392 $ - $ - Total U.S. Federal $ - $ - State and local - - Foreign - - $ - $ - Upon adoption of ASU 2023-09, Improvements to Income Tax Disclosures, as described in Note 2, Summary of Significant Accounting Policies, the reconciliation of taxes at the federal statutory rate to our provision for (benefit from) income taxes for the year ended December 31, 2025 was as follows: December 31, 2025 $ % U.S. federal statutory tax rate (6,386,189 ) 21.00 % State and local tax effect - 0.00 % Foreign tax effects Spain 51,875 -0.17 % Puerto Rico 30,838 -0.10 % Effect of changes in tax laws or rates Effect of cross-border tax laws Tax Credits Changes in valuation allowances 1,026,553 -3.38 % Nontaxable or nondeductible items Permanent items Change in fair value of warrants and convertible notes 3,228,505 -10.62 % Goodwill impairment 1,298,038 -4.27 % Non- …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

Note 7 Leases The Company has operating leases for office space in several states. Lease terms are negotiated on an individual basis. Generally, the leases have initial terms ranging from one to five years. Renewal options are typically not recognized as part of the right of use assets and lease liabilities as it is not reasonably certain at the lease commencement date that the Company will exercise these options to extend the leases. The Company elected certain practical expedients under ASC 842 which allows the Company to combine lease and non-lease components of lease payments in determining right-of-use assets and related lease liabilities. The Company also elected the short-term lease exception. Leases with an initial term of twelve-months or less that do not include an option to purchase the underlying asset are not recorded on the consolidated balance sheets and are expensed on a straight-line basis over the lease term. The Company leases its corporate office from an entity controlled by the Companys CEO. The rent expense for the years ending December 31, 2025 and 2024 was $181,929 and $139,200, respectively. On July 1, 2023, the Company began leasing office space for its subsidiary, La Rosa Realty, from an entity owned by Joseph La Rosa, the Companys CEO, and Michael La Rosa, a former Companys Board member. There is a written lease, which includes minimum monthly rent of $5,300, with a term ending in June 2025. The parties have agreed to continue on a month-to-month b …

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Recently Adopted Accounting Standards In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740)-Improvements to Income Tax Disclosures . This update related to improvements to income tax disclosures. The amendments in this update require enhanced jurisdictional and other disaggregated disclosures for the effective tax rate reconciliation and income taxes paid. The amendments in this update are effective for fiscal years beginning after December 15, 2024. The Company adopted the guidance prospectively in the fiscal year beginning January 1, 2025 and additional disclosures have been included in Note 14 Income Taxes . …

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Note 17 Related Party Transactions The Company leases its corporate office from an entity controlled by the Companys CEO. The rent expense for the years ending December 31, 2025 and 2024 were $147,600 and $142,602, respectively. There are no future minimum rental payments, and the lease may be cancelled at any time by either party. On July 1, 2023, the Company began leasing office space for its subsidiary, La Rosa Realty, from an entity owned by Joseph La Rosa, the Companys CEO, and Michael La Rosa, the Companys former member of the Board. There was a written lease, which included a minimum monthly rent of $4,593, with a term that ended in June 2025. As of the date of this Report, that agreement continues on a month-to-month basis under its original terms. …

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Note 15 Segments ASC 280, Segment Reporting establishes standards for reporting information about operating segments on a basis consistent with the Companys internal organization structure as well as information about services categories, business segments and major customers in financial statements. In accordance with the Segment Reporting Topic of the ASC, the Companys chief operating decision maker has been identified as the Chief Executive Officer , who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and annually regarding significant and material aspects regarding revenue, related cost of revenue and general and administrative expense. All material operating sub-units qualify for aggregation under Segment Reporting due to their similar customer base and similarities in economic characteristics and nature of services. The Company has determined that the assets of the reporting segments, which consist primarily of cash, accounts receivable and intangible assets, do not provide operationally significant information due to the service nature of the business segments. The Companys business is organized into six material reportable segments which aggregate 100% of revenue: 1) Real Estate Brokerage Services (Residential) 2) Franchising Services 3) Coachi …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

Note 10 Stockholders Equity The Company is authorized to issue two classes of stock consisting of 2,000,000,000 shares of Common Stock, $0.0001 par value per share, and 50,000,000 shares of preferred stock, $0.0001 par value per share. On July 22, 2021, the Company issued 750 shares of Common Stock and 2,000 shares of Series X Super Voting Preferred Stock to Mr. La Rosa as compensation for services and the founding of the Company. Equity Purchase Facility Agreement On August 4, 2025, the Company and an institutional investor (the Investor) entered into an Equity Purchase Facility Agreement (the EPFA), pursuant to which the Company has the right to issue and sell to the Investor up to $150 million (subsequently amended to $1 billion on September 18, 2025) in newly issued shares of the Companys common stock (the Commitment Amount). The term of the facility provided under the EPFA expires on the earlier to occur of (i) the first day of the next month following the 36-month anniversary of the first trading date after the Agreement Date and (ii) the date on which the Investor shall have made payment of advances pursuant to the EPFA for common shares equal to the Commitment Amount; provided that the Company may terminate the EPFA effective upon five trading days prior written notice to the Investor (provided that there are no outstanding advance notices the common shares under which have yet to be issued). On September 18, 2025, the Company and the Investor entered into the Amended …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing

Note 18 Subsequent Events November 2025 Securities Purchase Agreement Initial Closing On January 8, 2026, the Company consummated the Initial Closing under the Purchase Agreement dated November 12, 2025, pursuant to which it issued to the Investors a senior secured convertible note in the principal amount of $11,000,000 (the January 2026 Initial Note), for an aggregate purchase price of $9,900,000. The January 2026 Initial Note bears interest at a rate of ten percent (10%) per annum that is payable monthly in arrears which commenced on February 1, 2026, matures twenty-four (24) months from the date of issuance (January 8, 2028) and contains customary covenants and events of default (upon which the interest rate will increase to a rate of nineteen percent (19%) per annum) as described in the January 2026 Initial Note. As long as certain conditions specified in the January 2026 Initial Note are met, the Company has the right to pay interest in cash, shares of the Companys Common Stock or any combination thereof. If the Company elects to pay interest in shares of the Companys Common Stock, the number of shares will be determined based on a conversion price equal to the lower of (a) the conversion price then in effect (initially $0.8347) and (b) the greater of the Floor Price (initially $0.778) and 90% of the lowest daily VWAP of the Companys Common Stock during the 10 trading days immediately preceding the delivery of the interest payment notice. The Initial Note is convertible …

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Note 6 Commitments and Contingencies Leases The Company has operating leases for office space in several states. Lease terms are negotiated on an individual basis. Generally, the leases have initial terms ranging from one to five years. Renewal options are typically not recognized as part of the right of use assets and lease liabilities as it is not reasonably certain at the lease commencement date that the Company will exercise these options to extend the leases. Leases with an initial term of twelve -months or less that do not include an option to purchase the underlying asset are not recorded on the consolidated balance sheets and are expensed on a straight-line basis over the lease term. The Company leases its corporate office from an entity controlled by the Companys CEO. In addition, some of the entities acquired lease their offices from their former owners, who now hold a minority interest in those entities. During January 2025, the Company entered into a new lease for office space in Orlando, FL. The Orlando lease requires monthly payments of $5,170. The Orlando lease is initially for a five -year term, with no written option for renewal. Lease costs expense for the three months ended March 31, 2026 and 2025 were $280,851 and $210,108, respectively, and are included in general and administrative expenses in the condensed consolidated statements of operations. Supplemental cash flow information related to leases is as follows: Three Months Ended March 31, 2026 2025 Cas …

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Note 5 Borrowings Line of Credit The Company has a line of credit with Regions Bank that allows for advances up to $150,000 with interest at the Prime Rate plus 4.75% with a floor of 4.75% and no maturity date. On March 31, 2026 , the outstanding balance on the line of credit was $0 at a prime rate of 6.75% plus 4.75%, or 11.50%. On December 31, 2025 , the outstanding balance on the line of credit was $0 at a prime rate of 7.00% plus 4.75%, or 11.75%. The line of credit is collateralized by Company assets. The interest expense incurred for the line of credit was $0 and $4,494 for the three months ended March 31, 2026 and 2025 , respectively. Convertible Note 2026 On January 8, 2026, the Company consummated the Initial Closing under the SPA 2, pursuant to which it issued to the Investors a Convertible Note 2026 in the principal amount of $11,000,000 (the Initial Note), together with a previously issued Token Right (as defined in the Initial 8 -K), for an aggregate purchase price of $9,900,000. On July 31, 2026, the Company and the accredited investor entered into a certain waiver (the Waiver), waiving certain Events of Default (as defined in the Convertible Note 2026 ) with regard to the Company's failure to timely pay interest under the Convertible Note 2026, through July 31, 2026, and the Company's failure to timely file its Quarterly Report on Form 10 -Q for the quarter ended March 31, 2026. Pursuant to the terms of the Waiver, the holder of the Convertible Note 2026 waived …

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Three Months Ended March 31, 2026 2025 Performance obligations satisfied at a point in time $ 12,806,453 $ 14,021,552 Performance obligations satisfied over time 769,153 614,222 Revenue $ 13,575,606 $ 14,635,774

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"Note 4 Fair Value Measurements and Other Liabilities Fair Value Measurements Fair value is the price that would be received for an asset or the amount paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company classified certain liabilities based on the following fair value hierarchy: Level 1 Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2 Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly; and Level 3 Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. A financial instruments level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The Company has evaluated the estimated fair value of financial instruments using available market information and valuations as provided by third -party sources. The use of different market assumptions or estimation methodologies could have a significant effect on the estimated fair value amounts. The carrying amounts of financial instruments, including cash, accounts receivable, accounts payable, and accrued expenses reflected in the condensed consolidate …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

Note 3 Goodwill and Intangible Assets Goodwill The gross carrying amount of goodwill as of March 31, 2026 and December 31, 2025 was $528,545 and $1,831,197, respectively. 2026 2025 Balance, January 1 $ 1,831,197 $ 8,012,331 Disposal of interest in LR Kissimmee (1,302,652 ) - Impairment - (6,181,134 ) Goodwill, March 31 $ 528,545 $ 1,831,197 Intangible Assets Intangible assets consist of franchise agreements, agent relationships, real estate listings, and non-compete agreements, and are initially recorded at fair value. Long-lived intangible assets are amortized over their estimated useful lives in a method reflecting the pattern in which the economic benefits are consumed or amortized on a straight-line basis if such pattern cannot be reliably determined. The Company continues to assess potential triggering events related to the value of its intangible assets and concluded that there was no impairment during the three months ended March 31, 2026 and 2025 . The components of purchased intangible assets were as follows: Weighted Average Remaining Amortization March 31, 2026 Period Gross Accumulated Net (in years) Carrying Amount Amortization Disposals Net Amount Franchise agreement 8 $ 4,519,550 $ 983,173 $ 978,366 $ 2,558,011 Agent relationships 7 916,282 217,643 240,335 458,304 Real estate listings - 564,756 564,756 Non-compete agreements 2 188,044 102,469 27,463 58,112 Total $ 6,188,632 $ 1,868,041 $ 1,246,164 $ 3,074,427 Weighted Average Remaining Amortization December 31, …

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"Recently Adopted Accounting Standards In July 2025, the FASB issued ASU 2025 - 05, Financial InstrumentsCredit Losses (Topic 326 ). The amendments in this Update provide ( 1 ) all entities with a practical expedient and ( 2 ) entities other than public business entities with an accounting policy election when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. The amendments became effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. The Company adopted the guidance prospectively in this fiscal year beginning January 1, 2026. Recently Issued Accounting Standards Not Yet Adopted In April 2026, the FASB issued ASU 2026 - 1, Initial Measurement of Paid-in-Kind (PIK) Dividends on Equity-Classified Preferred Stock. The amendments in this Update require that PIK dividends on equity-classified preferred stock be initially measured on the basis of the PIK dividend rate stated in the preferred stock agreement. For example, if the preferred stock agreement specifies that PIK dividends are calculated by multiplying the PIK dividend rate by the liquidation value of the preferred stock outstanding, an entity should initially measure the PIK dividend at that amount. The liquidation value (or liquidation preference) of the preferred stock is typically defined by the preferred stock agreement and specifie …

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Note 11 Segments The Companys business is organized into six material reportable segments which aggregate 100% of revenue: 1 ) Real Estate Brokerage Services (Residential) 2 ) Franchising Services 3 ) Coaching Services 4 ) Property Management 5 ) Real Estate Brokerage Services (Commercial) 6 ) Title Settlement and Insurance The reporting segments follow the same accounting policies used in the preparation of the Companys condensed consolidated financial statements. The following represents the information for the Companys reportable segments for the three months ended March 31, 2026 and 2025 , respectively. Three Months Ended March 31, 2026 2025 Revenue by segment Real Estate Brokerage Services (Residential) $ 13,045,185 $ 14,270,278 Franchising Services 35,123 38,778 Coaching Services 21,958 94,534 Property Management 100,669 97,913 Real Estate Brokerage Services (Commercial) 273,516 57,066 Title Settlement and Insurance 99,155 77,205 $ 13,575,606 $ 14,635,774 Cost of goods sold by segment Real Estate Brokerage Services (Residential) $ 11,359,747 $ 12,895,885 Franchising Services 258 111,791 Coaching Services 7,200 55,880 Property Management 520 Real Estate Brokerage Services (Commercial) 214,974 34,030 Title Settlement and Insurance $ 11,582,179 $ 13,098,106 Gross profit (loss) by segment Real Estate Brokerage Services (Residential) $ 1,685,438 $ 1,374,393 Franchising Services 34,865 (73,013 ) Coaching Services 14,758 38,654 Property Management 100,669 97,393 Real Estate Br …

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"Note 9 Stockholders Equity Series B Preferred Stock As of March 31, 2026, the Company had 1,620 shares of Series B Convertible Preferred Stock (""Series B Preferred Stock"") issued and outstanding. The Series B Preferred Stock is classified within permanent equity and recorded in the accompanying condensed consolidated balance sheets at its carrying value. Convertible preferred stock consisted of the following as of March 31, 2026: Shares Shares Carrying Original Conversion Common Authorized Issued and Value Issue Price Price Shares Outstanding Upon Conversion 6,000 1,620 $ 4,014,971 $ 0.0001 $ 1.176 3,414,091 The holders of the Series B Preferred Stock have the following rights and preferences: Voting Rights Holders of the Series B Preferred Stock have no voting rights, except as provided in the Certificate of Designation or as otherwise required under applicable Nevada law. Conversion Rights Subject to the beneficial ownership limitations set forth in the Certificate of Designation, holders of the Series B Preferred Stock may convert the outstanding Conversion Amount into shares of the Company's common stock at the applicable Conversion Price. The Conversion Price is, at the option of the holder as adjusted: $1.176 per share, subject to adjustment of the issuance of preferred series C; or the Alternate Conversion Price, which is the greater of: the Floor Price of $0.196 per share (subject to adjustment for preferred series C); and 95% of the lowest volume weighted average …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing

Note 12 Subsequent Events Acquisition of Remaining Interest in Orlando On April 3, 2026, the Company, La Rosa Realty Orlando LLC, a majority owned subsidiary of the Company (the Orlando), and two selling members of Orlando (collectively, the Sellers), entered into a settlement agreement (Settlement Agreement), pursuant to which, each of the Sellers sold their 24.5% membership interests (collectively, the Interests) in Orlando to the Company, and the Company agreed to (i) forgive the amount of $106,447 allegedly owed by one of the Sellers to Orlando, (ii) forgive the alleged $152,295 franchise fee obligation under one of the Sellers personal guaranty, (iii) pay one of the Sellers the amount of $10,000, and (iv) dismiss without prejudice the civil suit of La Rosa Realty Corp., La Rosa Realty Orlando LLC v. Reinaldo Zapata, Viviana Figueroa, pending in the Circuit Court of Orange County, Florida. As a result of this transaction, Orlando became a wholly-owned subsidiary of the Company. April 2026 Reverse Stock Split Following the Stockholders Approval described below, the Company effected a 1 -for-10 reverse stock split of the Common Stock, issued and outstanding, effective as of 12:01 a.m. (New York time) on April 20, 2026 ( April 2026 Reverse Stock Split). As a result of the April 2026 Reverse Stock Split, every ten (10) shares of issued and outstanding Common Stock were automatically combined into one ( 1 ) issued and outstanding share of Common Stock. Unless noted otherwise, …

SubsequentEventsTextBlock · excerpt; the full note is in the filing