La Rosa Holdings to Hold Virtual Annual Meeting, Address Equity Plan Post-Split

TL;DR

**Joseph La Rosa's iron grip on voting power means common shareholders are just along for the ride; the reverse split is a band-aid, not a cure.**

AI Summary

La Rosa Holdings Corp. (LRHC) is holding its 2025 Annual Meeting of Stockholders on December 11, 2025, virtually. Key proposals include the election of five directors, ratification of CBIZ CPAs P.C. as independent auditors for the fiscal year ending December 31, 2025, and approval of Amendment No. 1 to the Second Amended and Restated La Rosa Holdings Corp. 2022 Equity Incentive Plan. The company also seeks approval for an adjournment of the meeting if further proxy solicitation is needed. Notably, a one-for-eighty reverse stock split was effected on July 7, 2025, retroactively adjusting all common stock share and per share amounts. As of October 17, 2025, there were 1,225,046 shares of common stock and 2,000 shares of Series X Super Voting Preferred Stock outstanding, with Joseph La Rosa beneficially owning 100% of the Series X Preferred Stock, granting him significant voting power (10,000 votes per share vs. 1 vote per common share).

Why It Matters

This DEF 14A filing is crucial for LRHC investors as it outlines the upcoming director elections and a significant amendment to the 2022 Equity Incentive Plan, which could impact future dilution and executive compensation. The recent one-for-eighty reverse stock split on July 7, 2025, is a critical event, often signaling efforts to boost share price and maintain exchange listing, but it also reduces the number of outstanding shares, potentially affecting liquidity. Joseph La Rosa's 100% ownership of Series X Preferred Stock, granting 10,000 votes per share, means he effectively controls all voting matters, limiting the influence of common stockholders. This concentrated control could be a competitive advantage in swift decision-making or a governance concern for minority shareholders.

Risk Assessment

Risk Level: medium — The risk level is medium due to the significant voting power concentrated in Joseph La Rosa, who owns 100% of the Series X Preferred Stock, each carrying 10,000 votes, compared to common stock's one vote per share. This structure means common stockholders have minimal influence on corporate governance. Additionally, the one-for-eighty reverse stock split on July 7, 2025, while potentially aimed at compliance or price improvement, often indicates underlying financial challenges or a need to avoid delisting, which introduces uncertainty.

Analyst Insight

Investors should carefully review the proposed Amendment No. 1 to the 2022 Equity Incentive Plan for potential dilution impacts, given the recent reverse stock split. Given Joseph La Rosa's controlling voting interest, common shareholders should understand that their individual votes on proposals like director elections or auditor ratification will have limited practical effect. Consider the implications of this concentrated control on future strategic decisions and shareholder value.

Key Numbers

• 1,225,046 — Common Stock Shares Outstanding (As of October 17, 2025, after the reverse stock split)
• 2,000 — Series X Preferred Stock Shares Outstanding (As of October 17, 2025, each with 10,000 votes)
• 10,000 — Votes per Series X Preferred Share (Significantly higher than 1 vote per common share)
• 1 — Votes per Common Stock Share (Standard voting power for common stockholders)
• 1-for-80 — Reverse Stock Split Ratio (Effected on July 7, 2025, retroactively adjusting share counts)
• 33 1/3% — Quorum Requirement (Percentage of outstanding shares required for the Annual Meeting)
• 5 — Directors to be Elected (Number of director nominees for the 2025 Annual Meeting)

Key Players & Entities

• La Rosa Holdings Corp. (company) — Registrant and company holding the Annual Meeting
• Joseph La Rosa (person) — Chief Executive Officer, President, Chairman of the Board, and 100% owner of Series X Preferred Stock
• Michael La Rosa (person) — Director nominee
• Lourdes Felix (person) — Director nominee
• Siamack Alavi (person) — Director nominee
• Ned L. Siegel (person) — Director nominee
• CBIZ CPAs P.C. (company) — Independent auditors for fiscal year ending December 31, 2025
• Securities and Exchange Commission (regulator) — Governing body for proxy statement rules
• Broadridge (company) — Proxy materials distributor

FAQ

Industry Context

La Rosa Holdings Corp. operates within the real estate brokerage industry. The industry is characterized by its cyclical nature, sensitivity to economic conditions, and a highly competitive landscape with numerous national and local players. Trends include increasing reliance on technology for marketing and client management, and evolving consumer preferences for virtual and hybrid real estate services.

Regulatory Implications

As a publicly traded company, La Rosa Holdings Corp. is subject to SEC regulations, including proxy solicitation rules and disclosure requirements. The proposed amendment to the equity incentive plan requires stockholder approval, underscoring the importance of compliance with corporate governance standards. The company's reliance on independent auditors also necessitates adherence to accounting and auditing standards.

What Investors Should Do

1. Vote on the election of five directors to the Board, ensuring representation aligned with shareholder interests.
2. Ratify the appointment of CBIZ CPAs P.C. as independent auditors for fiscal year 2025, supporting financial transparency and accountability.
3. Approve Amendment No. 1 to the 2022 Equity Incentive Plan, which may impact future executive and employee compensation structures.
4. Consider the implications of the 1-for-80 reverse stock split on share count and per-share metrics when evaluating proposals.
5. Participate in the virtual Annual Meeting on December 11, 2025, to exercise voting rights, especially given the significant voting power held by Joseph La Rosa through Series X Preferred Stock.

Key Dates

• 2025-07-07: One-for-eighty reverse stock split effected — Significantly reduced the number of outstanding common shares and adjusted per-share amounts retroactively, impacting share count metrics.
• 2025-10-17: Record date for the 2025 Annual Meeting of Stockholders — Determined which stockholders are entitled to vote at the Annual Meeting.
• 2025-10-28: Notice of Internet Availability of Proxy Materials mailed — Informs stockholders about the availability of proxy materials and how to access them online.
• 2025-12-11: 2025 Annual Meeting of Stockholders to be held virtually — Key date for stockholders to vote on important company proposals, including director elections and plan approvals.

Glossary

DEF 14A

A filing with the SEC that provides detailed information to shareholders about matters to be voted on at an annual meeting. (This document is the primary source of information for the 2025 Annual Meeting of Stockholders.)

Reverse Stock Split

A corporate action to reduce the number of outstanding shares of a company's stock by a specified ratio. (La Rosa Holdings Corp. effected a 1-for-80 reverse stock split on July 7, 2025, which retroactively adjusted all common stock share and per share amounts.)

Series X Super Voting Preferred Stock

A class of preferred stock with significantly enhanced voting rights compared to common stock. (Joseph La Rosa beneficially owns 2,000 shares of this stock, each with 10,000 votes, giving him disproportionate voting power.)

Quorum Requirement

The minimum number of shares that must be represented at a meeting for business to be legally transacted. (The meeting requires 33 1/3% of outstanding shares for a quorum, highlighting the importance of stockholder participation.)

Proxy Statement

A document provided to shareholders soliciting their vote on specific matters at a company meeting. (This document details the proposals to be voted on at the 2025 Annual Meeting and provides background information.)

Independent Auditors

An external accounting firm hired to audit a company's financial statements and provide an independent opinion. (Stockholders are asked to ratify the appointment of CBIZ CPAs P.C. as the company's independent auditors for the fiscal year ending December 31, 2025.)

Equity Incentive Plan

A plan that allows a company to grant stock options, restricted stock, or other equity-based awards to employees and directors. (The company is seeking approval for an amendment to its 2022 Equity Incentive Plan, which could affect future equity compensation.)

Year-Over-Year Comparison

This filing pertains to the 2025 Annual Meeting, and the provided text focuses on upcoming proposals and corporate actions. Key changes from previous periods include the recent 1-for-80 reverse stock split effected on July 7, 2025, which retroactively adjusted share counts. The structure of the meeting remains similar, with proposals for director elections, auditor ratification, and equity plan approval. Specific financial performance metrics or comparisons to prior year filings are not detailed within this proxy statement excerpt.

Filing Documents

• ea0261440-def14a_larosa.htm (DEF 14A) — 489KB
• image_001.jpg (GRAPHIC) — 39KB
• image_002.jpg (GRAPHIC) — 2KB
• image_003.jpg (GRAPHIC) — 2KB
• image_004.jpg (GRAPHIC) — 2KB
• image_005.jpg (GRAPHIC) — 1315KB
• image_006.jpg (GRAPHIC) — 1001KB
• image_007.jpg (GRAPHIC) — 1820KB
• image_008.jpg (GRAPHIC) — 1138KB
• 0001213900-25-102781.txt ( ) — 14302KB
• lrhc-20251028.xsd (EX-101.SCH) — 10KB
• lrhc-20251028_def.xml (EX-101.DEF) — 2KB
• lrhc-20251028_lab.xml (EX-101.LAB) — 33KB
• ea0261440-def14a_larosa_htm.xml (XML) — 9KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under 240.14a-12 LA ROSA HOLDINGS CORP. (Name of Registrant as Specified In Its Charter) N/A (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a- 6(i)(1) and 0-11 LA ROSA HOLDINGS CORP. 1420 Celebration Blvd., 2 nd Floor Celebration, Florida 34747 (321) 250-1799 2025 ANNUAL MEETING OF STOCKHOLDERS To be Held on December 11, 2025 October 28, 2025 Dear Stockholder: You are invited to attend the 2025 Annual Meeting of Stockholders (the " Annual Meeting ") of La Rosa Holdings Corp. (the " Company " or " La Rosa "), which will be held on December 11, 2025, at 9:00 a.m., Eastern Time. This year's Annual Meeting will be a virtual meeting, conducted solely online. Hosting a virtual meeting will enable our stockholders to attend online and participate from any location around the world and support the health and well-being of our management, directors and stockholders. You will be able to attend the meeting, vote and submit your questions via the internet by visiting www.virtualshareholdermeeting.com/LRHC2025 and entering the control number included on your proxy card. You will not be able to attend the Annual Meeting physically in person. At the Annual Meeting, stockholders will be asked to: (1) elect five directors; (2) ratify the appointment of the auditors of the Company for the fiscal year ended December 31, 2025; (3) approve Amendment No. 1 to the Second Amended and Restated La Rosa Holdings Corp. 2022 Equity Incentive Plan; and (4) approve the adjournment of the Annual Meeting, to permit further solicitation of proxies, if necessary or appropriate (the " Adjournment Proposal "). The Board of Directors of the Company (" Board " or " Board of Directors ") believes that the proposals being submitted for stockholder approval are in the best interests of the Company and its stockholders and recommends a vote consistent with the Board's recommendation for each proposal. It is important that your shares be represented and that you vote at the Annual Meeting regardless of the size of your holdings. Whether or not you plan to participate in the Annual Meeting online, please take the time to vote online, by telephone or, if you receive a printed proxy card, by returning a marked, signed and dated proxy card. If you participate in the Annual Meeting online, you may also vote your shares online at that time if you wish, even if you have previously submitted your vote. Further details regarding the Annual Meeting and the business to be conducted are more fully described in the accompanying Notice of 2025 Annual Meeting of Stockholders (" Notice of Annual Meeting ") and 2025 Annual Meeting Proxy Statement (" Proxy Statement "). Your vote is important. Whether or not you plan to virtually attend the Annual Meeting, we hope you will vote as soon as possible. Further information about voting methods is set forth in the accompanying Notice of Annual Meeting and Proxy Statement. Sincerely, /s/ Joseph La Rosa Joseph La Rosa Chief Executive Officer, President and Chairman of the Board IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS. The Notice of Internet Availability of Proxy Materials is first being mailed to our stockholders on or about October 28, 2025, which indicates that the Notice of Annual Meeting, this Proxy Statement and our 2024 Annual Report, are available at www.proxyvote.com. NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To Be Held Virtually at 9:00 AM (Eastern Time) on December 11, 2025 Notice is hereby given that the 2025 Annual Meeting of Stockholders of La Rosa Holdings Corp. will be held virtually at www.virtualshareholdermeeting.com/LRHC2025 on December 11, 2025, at 9:00 a.m., Eastern Time for the following purposes: 1. To elect five directors, Joseph La Rosa, Michael La Rosa, Lourdes Felix, Siamack Alavi, and Ned L. Siegel, each to hold office until our Annual Meeting of Stockholders to be held in 2026 or their respective successor is duly elected and qualified; 2. To ratify the appointment of CBIZ CPAs P.C. as the independent auditors of the Company for the fiscal year ending December 31, 2025; 3. To approve Amendment No. 1 to the Second Amended and Restated La Rosa Holdings Corp. 2022 Equity Incentive Plan; 4. To approve the adjournment of the Ann

View Full Filing

View this DEF 14A filing on SEC EDGAR