{"url_path":"/sec/lrhc/10-k/2026/item-13","section_key":"item-13","section_title":"Item 13 Certain Relationships and Related Transactions, and Director Independence.**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-04","source_url":"https://www.sec.gov/Archives/edgar/data/1879403/0001213900-26-065276-index.html","accession_number":"0001213900-26-065276","cik":"0001879403","ticker":"LRHC","issuer_name":"La Rosa Holdings Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1879403/0001213900-26-065276-index.html","primary_entity_key":"0001879403","primary_entity_name":"La Rosa Holdings Corp."},"word_count":1373,"has_tables":true,"body_markdown":"**Item\n13. Certain Relationships and Related Transactions, and Director Independence.**\n\n \n\n**Related\nParty Transactions**\n\n \n\nSet\nforth below is a description of certain relationships and related person transactions since January 1, 2024, between us or our subsidiaries,\nand our directors, executive officers and holders of more than 5% of our voting securities, for which the amount involved exceeds the\nlesser of $120,000 or 1% of the average of total assets in the last two fiscal years. We believe that all of the following transactions\nwere entered into with terms as favorable as could have been obtained from unaffiliated third parties.\n\n \n\nThe\nCompany leases its corporate office from an entity controlled by the Company’s CEO. The rent expense for the years ending December\n31, 2025 and 2024 were approximately $148,000 and $143,000, respectively. There is no written agreement, and the rent is determined on\na month-to-month basis. There are no future minimum rental payments, and the lease may be cancelled at any time by either party.\n\n \n\nOn\nJuly 1, 2023, the Company began leasing office space for its subsidiary, La Rosa Realty, from an entity owned by Joseph La Rosa, the\nCompany’s CEO, and Michael La Rosa, the Company’s former member of the Board. There was a written lease, which included minimum\nmonthly rent of $5,300, with a term that ended in June 2025. As of the date of this report, that lease continues on a month-to-month\nbasis under its original terms.\n\n \n\nOn\nJuly 8, 2024, the Company entered into a Consulting Agreement with LRS ASSOCIATE PARTNERS LLC, owned and controlled by the Company’s\nformer director, Michael La Rosa. This agreement has been terminated as of the end of 2024.\n\n \n\nOn\nFebruary 1, 2024, the Company entered into an employment agreement with Ms. Deana La Rosa, a spouse of Mr. Joseph La Rosa, which was\nfurther amended on February 19, 2026. Pursuant to the employment agreement, the Company pays to Mrs. La Rosa an annual base salary of\n$250,000. Following the end of each calendar year beginning with the 2024 calendar year, Mrs. La Rosa shall be eligible to receive an\nannual performance bonus targeted of up to 50% of her base salary, based on periodic assessments of her performance and upon approval\nof the Compensation Committee of the Board. The Company also issued to Mrs. La Rosa a non-qualified stock option to purchase 36 shares\nof Common Stock for $1.7332 per share (the closing price of the Common Stock on January 31, 2024) pursuant to the Company’s equity\nincentive plan. Under the amendment to the employment agreement signed by the Company and Mrs. La Rosa on February 19, 2026, Mrs. La\nRosa’s annual salary was reduced from $250,000 to $100,000, in consideration of which the Company agreed to revise certain restrictive\ncovenants of the employment agreement so that Mrs. La Rosa’s non-competition restrictions were effective only during the term of\nher employment with the Company, and the period of non-solicitation restriction was reduced from twenty-four (24) to twelve (12) post-employment.\nThese changes became effective on March 15, 2026.\n\n \n\nOn\nAugust 21, 2024, the Company consummated its acquisition of 100% of the membership interests of Nona Title Agency LLC, a Florida\nlimited liability company (“Nona Title”), and an affiliate of Mr. Joseph La Rosa. In that transaction, Mr. La Rosa sold 49%\nof the membership interests of Nona Title to the Company for a cash payment in the amount of approximately $161,000 and issuance of 153,718\nunregistered shares of the Company’s Common Stock.\n\n  \n\nOn\nJuly 17, 2025, with the approval of its Board of Directors, the Company entered into an exchange agreement (the “La Rosa Exchange\nAgreement”) with Joseph La Rosa, its Chief Executive Officer, with respect to a common stock purchase warrant (the “La Rosa\nWarrant”) to purchase 1,851,852 shares of Common Stock (as adjusted per La Rosa Warrant terms), at $0.135 per share (as adjusted\nper La Rosa Warrant terms), issued by the Company to Mr. La Rosa on December 2, 2022. Pursuant to the La Rosa Exchange Agreement, Mr.\nLa Rosa agreed to surrender the La Rosa Warrant for cancellation and the Company agreed, in exchange, to issue an aggregate of 750 shares\nof Common Stock to the Holder (the “La Rosa Exchange Shares”). On July 17, 2025, the Company issued Mr. La Rosa the La Rosa\nExchange Shares, and the La Rosa Warrant was surrendered and cancelled. The La Rosa Exchange Shares were issued pursuant to the exemption\nfrom the registration requirements of the Securities Act, provided by Section 3(a)(9) of the Securities Act.\n\n \n\n86\n\n \n\n \n\nOn\nNovember 12, 2025, the Company and Mr. La Rosa entered into the Redemption Agreement, pursuant to which, on the initial closing date\nof the Purchase Agreement, the Company agreed to redeem and immediately cancel and return to the status of “blank check”\npreferred stock of the Company, certain number of Mr. La Rosa’s shares of Series X Preferred Stock such that, immediately after\nsuch redemption, he will own shares of Series X Preferred Stock representing not less than 80% of the total voting power of the Company\nfor a redemption price of $2,000,000 payable upon such redemption, and $500,000 contingently payable upon the satisfaction of certain\nconditions. Mr. La Rosa’s remaining shares of Series X Preferred Stock will be redeemable by the Company at a subsequent time determined\nby the Board or otherwise as set forth in the Redemption Agreement for no additional consideration. These redemptions of the Series X\nPreferred Stock were conditioned upon stockholders’ approval and effectiveness of Series X Certificate of Amendment to provide\nthat the shares of the Series X Preferred Stock may be redeemed from time to time and at any time in whole or in part upon such terms\nand conditions as may be approved by the Board and agreed to by the holder(s) thereof. Upon effectiveness of respective stockholders’\napproval on December 25, 2025, such Series X Certificate of Amendment was effective as of December 26, 2026, and on January 8, 2026 the\nCompany redeemed 200 shares of Series X Preferred Stock held by Mr. La Rosa.\n\n \n\nOn\nNovember 12, 2025, following the approval of the Board and in connection with the Securities Purchase Agreement, the Company and Mr.\nLa Rosa, entered into an Amended and Restated Employment Agreement (the “Amended Employment Agreement”), amending and restating\nthat certain Amended and Restated Employment Agreement between the Company and Mr. La Rosa, dated April 29, 2022, as amended, in its\nentirety. Pursuant to the Amended Employment Agreement, Mr. La Rosa’s compensation structure and severance package were changed\nas described in the agreement.\n\n \n\nOn\nFebruary 19, 2026, with the approval of its Board, the Company entered into an Amendment (the “CEO Amendment”) to its Amended\nand Restated Employment Agreement, dated November 12, 2025, with Joseph La Rosa, the Company’s Chief Executive Officer. Under the\nCEO Amendment, Mr. La Rosa agreed to a reduction in his base salary from $500,000 to $200,000 per annum, in consideration of which the\nCompany agreed to revise certain provisions of the Confidential Information and Invention Assignment Agreement dated April 12, 2022 (the\n“CIA Agreement”), between Mr. La Rosa and the Company so that Mr. La Rosa’s non-competition restrictions were effective\nonly during the term of his employment with the Company. In addition, the period of non-solicitation restrictions under the CIA Agreement\nwas reduced from twenty-four (24) to twelve (12) months post-employment. These changes became effective on March 15, 2026.\n\n \n\n*Due\nto related party (term loans)*\n\n \n\nCertain\ncompanies owned by Mr. La Rosa have from time-to-time loaned money to one or more of the Company’s subsidiaries, affiliates or\nfranchisees with balances that, in the aggregate, were less than $120,000 or 1% of the Company’s average of total assets at December\n31, 2025 and 2024.\n\n \n\n**Independence\nof the Board of Directors**\n\n \n\nOur\nBoard of Directors has determined that a majority of the members of our Board of Directors, including Lourdes Felix, Nicholas Adler,\nJaime Cosculluela, and Ned Siegel are “independent” as that term is defined under applicable SEC rules and regulations.\n\n \n\nIn\naddition, each of the members of each of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance\nCommittee are independent, as determined in accordance with the applicable independence requirements for each of such committee."}