UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Board Member
On February 5, 2026, Michael La Rosa informed the Board of Directors (the “Board”) of La Rosa Holdings Corp., a Nevada corporation (the “Company”), of his resignation as a member of the Company’s Board effective immediately. Mr. La Rosa’s resignation as a director was not a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Appointment of Board Member
On February 10, 2026, upon recommendation of the Nominating and Corporate Governance Committee of the Board (“Nominating Committee”), the Board appointed Jaime Cosculluela as a member of the Board, effective as of February 10, 2026.
The Board has determined that Mr. Cosculluela qualifies as an “independent director” as defined under Nasdaq Rule 5605(a)(2) and satisfies the independent requirements of Rule 10A-3(b)(1) of the Securities Exchange Act of 1934, as amended. Mr. Cosculluela will serve as a director until the Company’s next annual meeting of stockholders or until his successor is elected and qualified.
Jaime Cosculluela, age 48, is a strategic growth advisor and entrepreneur with more than 15 years of experience in the entertainment and digital marketing world. In February 2023, Mr. Cosculluela founded The Content Marketing Agency, helping artists to promote their music on digital platforms, which he owns and operates to date. In 2019, Mr. Cosculluela founded a recording studio, Jungl Studios, and a record label, Jungl LLC, both of which he owns and operates to date. From January 2018 to September 2021, Mr. Cosculluela acted as a co-founder of ShowKings LLC, a production company and ticketing platform.
Prior to that, Mr. Cosculluela worked as a Senior Director – Investments at Oppenheimer & Co. Inc. (from June 2014 to March 2017). He also served as a First Vice President at UBS Financial Services of Puerto Rico (from February 2007 to June 2014), and a financial advisor at Popular Securities (from November 2001 to February 2007).
Mr. Cosculluela completed coursework in Business Administration at the University of Cincinnati, where he was also a member of the university’s tennis team, and earned a Bachelor’s degree in Business Administration from Universidad del Sagrado Corazón (Puerto Rico).
The Company believes that Mr. Cosculluela’s business development and entrepreneurial background as well as his experience in a financing industry make him qualified to serve on our Board.
In connection with his appointment, the Company entered into a director agreement with Mr. Cosculluela filed hereto as Exhibit 10.1, pursuant to which. Mr. Cosculluela will receive a non-refundable base fee of $15,000 per quarter. Mr. Cosculluela is not a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K, and there are no arrangements or understandings between Mr. Cosculluela and any other persons pursuant to which he was selected as a director.
The foregoing description of the director agreement for Mr. Cosculluela contained herein does not purport to be complete and is qualified in its entirety by reference thereto, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
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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 | Director Agreement by and between Jaime Cosculluela and La Rosa Holdings Corp., dated February 10, 2026. | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document). |
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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 11, 2026 | LA ROSA HOLDINGS CORP. | |
| By: | /s/ Joseph La Rosa | |
| Name: | Joseph La Rosa | |
| Title: | Chief Executive Officer | |
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