NASDAQ: LRHC

Our
real estate brokerage offices, both corporate and franchised, are staffed with 2,842 licensed real estate brokers and sales associates as
of May 31, 2026.

Our
franchised offices are currently:

Name

Location

La
Rosa Realty Internacional, LLC

Celebration,
Florida

La
Rosa Realty Central Florida, LLC

Davenport,
Florida

La
Rosa Realty Jacksonville, LLC

Jacksonville, Florida

La
Rosa Realty Kendall, LLC

Miami,
Florida

The
Realty Experience Powered By LRR LLC

St.
Cloud, Florida

We
have built our business by providing the home-buying public with well-trained, knowledgeable realtors who have access to our proprietary
and third-party in-house technology tools and quality education and training, and valuable marketing that attracts some of the best local
realtors who provide value-added services to our home buyers and sellers that are attracted to our brands. We give our real estate brokers
and sales agents who are seeking financial independence a turnkey solution and support them in growing their brokerages while they fund
their own businesses.

Our
agent-centric commission model enables our sales agents to obtain higher net commissions than they would otherwise receive from many
of our competitors in our local markets. They can then use these additional commissions to reinvest in their businesses or as take-home
profit. We believe that this is a strong incentive for them to compete against the discount, flat fee and internet brokerages that have
sprung up in the past several years. Instead of us taking a greater share of their income, our agents pay what we believe to be reduced
rates for training and mentorship and our proprietary technology. Our franchise model has a similar pricing methodology, permitting the
franchise owner the freedom to operate their business with minimal control and lower expense than other franchise offerings.

Moreover,
we believe that our proprietary technology, training, and the support that we provide to our agents at a minimal cost to them is one
of the best offered in the industry.

Our
business stands on three pillars: Family, Passion, and Growth. We believe that our support and philosophy have attracted and will continue
to attract and retain the highest producing realtors in our local markets. We believe that our focus on the interaction between our human
agents and their clients is a strong weapon against internet-only commodity websites and the low touch discount brokerages. Our agent
count continues to grow organically and through acquisition. We attribute our organic growth to the positive culture created in our Company
and the competitive plans that we offer our agents. By creating a custom solution and a unique experience, we believe that our agents
are able to guide their clients seamlessly through what may be their most expensive lifetime purchase.

1

In
addition, a significant driver of our past growth was, and, we believe, of our future growth is our ability to create revenue by referring
or requiring that our agents and our franchisee agents use the different business services that we provide. For example, all agents new
to our Company are required to have a “coach” and to attend multi-day training sessions to learn the Company’s philosophy,
technology and business practices. Concurrently, the agent works with their coach in obtaining listings, working with consumers and closing
transactions. All of these activities are run through our La Rosa Coaching, LLC subsidiary that teaches advanced techniques for team
building, personal growth and business development, which we believe will enhance our revenue at a nominal increase in cost to us. In
addition, unlike other residential real estate brokerages, we encourage our sales agents to pursue commercial real estate transactions
and require them to utilize the services of our commercial real estate company. We anticipate acquiring other complementary businesses,
such as, for example, insurance agencies and a mortgage brokerage, in the future to enhance our gross revenues and profit margins.

On
October 12, 2023, we consummated our initial public offering (the “IPO”). Since then, we acquired majority ownership of the
following franchisees of the Company: Nona Legacy Powered By La Rosa Realty, Inc. (formerly, La Rosa Realty Lake Nona Inc.), Horeb Kissimmee
Realty, LLC, La Rosa Realty Georgia LLC, La Rosa Realty California, and La Rosa Realty Success LLC and 100% ownership of the following
franchisees of the Company: La Rosa Realty Orlando, LLC, La Rosa Realty Premier, LLC, La Rosa CW Properties, LLC, La Rosa Realty North
Florida LLC, La Rosa Realty Winter Garden LLC, BF Prime LLC, FPG Title Group, LLC (formerly, Nona Title Agency LLC), La Rosa Realty Lakeland
LLC (DBA La Rosa Realty Prestige), La Rosa Realty Beaches LLC, and Baxpi Holdings LLC. In December 2023, we also formed our majority
owned subsidiary La Rosa Realty Texas LLC. In December 2024, we opened our first office and wholly owned subsidiary in North Carolina,
La Rosa Realty NC LLC. In January 2025, we formed LR Luxury, LLC, engaged mostly in the residential real estate brokerage business.
In April 2025, we formed LR Agent Advance, LLC, offering a commission advancement program exclusively for La Rosa agents. In March 2025,
we also formed LR Realty Spain, S.L., our wholly owned subsidiary in Spain.

During
the fiscal year ended December 31, 2025, in an effort to simplify our corporate structure, we dissolved Baxpi Holdings LLC, which was
non-operational, La Rosa Realty NC LLC, which was not profitable, and La Rosa Realty Success LLC, agents of which were moved to La Rosa
CW Properties LLC. In February 2026, we also sold our majority interests in Horeb Kissimmee Realty, LLC to the minority member of that
entity.

The
following are selected developments in our business since the beginning of the fiscal year ended December 31, 2025:

-In
July 2025, we entered into a strategic agreement with The Agency Dominican Republic (“TADR”),
securing rights for its agents to act as co-brokers to market and sell units of the IBIS
Romana Bayahibe (“IBIS”) project in Dominican Republic, and exclusive rights
for any sales of IBIS in Puerto Rico. Located in Bayahibe, La Romana, Dominican Republic,
IBIS is a luxury residential and resort-style real estate development company. As part of
the agreement, we will participate in sales of IBIS in Dominican Republic and serve as the
exclusive sales agent for any sales of IBIS in Puerto Rico. In connection with this agreement,
we intend to provide targeted sales strategies to a high-potential Latin American and Caribbean
buyer base.

-
In
July 2025, the Company announced the launch of My Agent Account (“MAA”) Version 4.0, a major enhancement to the Company’s
proprietary agent platform. The new version features a fully integrated Transaction Management module that is intended to deliver
significant cost savings to the Company by reducing manual processes and eliminating reliance on third-party systems. MAA was designed
to empower agents with a comprehensive suite of tools and resources. Serving as a centralized hub, it enables agents by streamlining
daily operations, consolidating essential business tools, and reducing administrative workload. With the introduction of the new
transaction module, the Company has significantly improved the platform’s ability to manage workflows. All La Rosa agents pay
an annual subscription fee to have access to MAA.

-In
the last quarter of 2025, we also initiated a strategic repositioning toward expansion into
the AI ecosystem, through strategic acquisitions, partnerships, and development of next-generation
data center infrastructure for AI computing. The management of the Company is currently evaluating
strategic opportunities and transactions aligned with its AI data center strategy.

2

We
intend to continue growing our business organically and through acquisition. It is management’s intention to consider additional
acquisition and/or merger targets through the remainder of 2026. We cannot guarantee that the Company will actually enter into any binding
agreements with any of those targets. If we do, we cannot assure you that the terms of such transactions will be substantially the same
or better for the Company than those of completed acquisitions.

Recent Events
and Financings

ATM
Offering

On
November 22, 2024, the Company entered into a sales agreement (“ATM Agreement”) with A.G.P./Alliance Global Partners, as
sales agent (“AGP”), relating to the sale of Common Stock. During the year ended December 31, 2025, the Company issued an
aggregate of 3,871 shares of Common Stock pursuant to such ATM Agreement for net proceeds of $7,496,361. The Company paid the sales agent
compensation with respect to sale of such shares in the amount of $284,031.

Increase
of the Authorized Stock

On
February 4, 2025, the Board of Directors, and the stockholders holding a majority of the voting power of the Company, approved the Certificate
of Amendment to the Company’s Amended and Restated Articles of Incorporation to increase the number of the Company’s authorized
shares of Common Stock to 2,000,000,000 shares of Common Stock. Such an increase became effective on June 2, 2025.

February
2025 Financing and June 2025 Exchange Agreement

On
February 4, 2025, the Company entered into a securities purchase agreement with an institutional investor (“2025 Investor”)
pursuant to which it issued and sold to the 2025 Investor: (i) a Senior Secured Convertible Note in the original principal amount of
$5,500,000 which matures on the two-year anniversary of the Closing Date (the “Initial Note”); and (ii) sixteen (16) warrants
(the “Incremental Warrants”), each to purchase additional Notes in an original principal amount up to $2,500,000 at an exercise
price of $2,256,250, in substantially the same form as the Initial Note (Incremental Notes and together with the Initial Note, the “Notes”).
The Company received gross proceeds of $4,963,750 in this financing and used them to pay-off certain indebtedness, pay certain outstanding
fees and expenses, and general corporate purposes.

On
June 18, 2025, with the prior approval by the Company’s Board of Directors, the Company and the 2025 Investor entered into, and
closed the transactions contemplated by, that certain Amendment and Exchange Agreement (the “Exchange Agreement”) pursuant
to which (among other things) the 2025 Investor surrendered and exchanged all of its Incremental Warrants in exchange for 6,000 shares
of the Company’s Series B Convertible Preferred Stock, par value $0.0001 per share (“Series B Preferred Stock”). On
the same date, the Company filed respective Certificate of Designation of Rights and Preferences of the Series B Preferred Stock (the
“Certificate of Designation”) with the Secretary of State of the State of Nevada. On June 26, 2025, the Company and 2025
Investor signed Amendment No. 1 to the Initial Note to correct an administrative error in the definition of maturity date and alternate
conversion price in the Initial Note. The 2025 Investor fully converted the Initial Note and the Company issued the 2025 Investor an
aggregate of 8,965 shares of Common Stock upon such conversion, including 8,215 shares in 2025 and 750 shares in the first quarter of
2026.

Stock
Repurchase Program

On
April 23, 2025, the Board approved a new Share Repurchase Program, authorizing the Company to purchase up to an aggregate of $500,000
of the Company’s outstanding shares of Common Stock in the open market. The Company did not use this program, and it expired on
December 31, 2025.

3

Change
of Auditor

On
November 1, 2024, CBIZ CPAs P.C. (“CBIZ CPAs”) acquired the attest business of Marcum. On April 29, 2025, the Company was
notified by Marcum LLP (“Marcum”) that Marcum resigned as the Company’s independent registered accounting firm effective
immediately, and the Company, with the approval of the Audit Committee accepted such resignation and engaged CBIZ CPAs to serve as the
Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 to be effective immediately.

July
2025 Reverse Stock Split

On
July 2, 2025, the Company effected a 1-for-80 reverse stock split of the Common Stock, issued and outstanding, effective as
of 12:01 a.m. (New York time) on July 7, 2025 (“July 2025 Reverse Stock Split”). As a result of the 2025 Reverse Stock Split,
every eighty (80) shares of issued and outstanding Common Stock were automatically combined into one (1) issued and outstanding share
of Common Stock.

Second
Amended and Restated 2022 La Rosa Holdings Corp. Equity Incentive Plan and Amendment thereto

On
July 9, 2025, the Compensation Committee of our Board (the “Compensation Committee”), our Board of Directors, and the stockholders
holding a majority of the voting power of the Company (by written consent in lieu of a stockholders’ meeting) approved the Second
Amended and Restated La Rosa Holdings 2022 Equity Incentive Plan (as amended, the “2022 Plan”), pursuant to which: (i) the
total number of shares of Common Stock subject to the plan was revised from 1,563 shares to 3,750 shares to ensure sufficient shares
are available for future grants, and (ii) the term “Consultant” was clarified. The plan became effective upon effectiveness
of its stockholders’ approval on August 11, 2025.

On December
11, 2025, the stockholders of the Company holding a majority of the voting power approved an Amendment No. 1 to the 2022 Plan at the
annual meeting of stockholders of the Company, pursuant to which the terms of the annual automatic share reserve increase of the 2022
Plan were changed.

Equity
Purchase Facility Agreement

On
August 4, 2025, the Company entered into the Equity Purchase Facility Agreement with an institutional investor (“Facility Investor”),
pursuant to which the Facility Investor committed to purchase, subject to certain conditions and limitations, up to $150 million (the
“Commitment Amount”) in newly issued shares of the Common Stock (the “Facility”). On September 18, 2025, the
Company and the Facility Investor entered into the Amended Facility Agreement, pursuant to which the parties agreed to increase the Commitment
Amount under the Facility from $150 million to $1.0 billion in shares of Common Stock. During 2025 fiscal year, the Company received
$111,902 in net proceeds from the sale of an aggregate of 501 shares of Common Stock pursuant to the Facility.

Departure
and Appointment of the Board Members

On
December 29, 2025, Siamack Alavi resigned from the Board, and upon recommendation of the Nominating and Corporate Governance Committee
of the Board (“Nominating Committee”), the Board appointed Mr. Nicholas Adler as a member of the Board, effective December
29, 2025. The Board also appointed Mr. Adler to serve as the Chairman of the Board, the Chairman of the Compensation Committee and as
a member of Board’s Audit Committee and Nominating Committee.

On
February 5, 2026, Michael La Rosa resigned from the Board, and upon recommendation of the Nominating Committee, on February 10, 2026,
the Board appointed Mr. Jaime Cosculluela as a member of the Board.

Convertible
Note Facility, Redemption Agreement, and Series X Amendment to the Articles of Incorporation

On
November 12, 2025, the Company and the certain institutional investors (“Investors”) entered into the Securities Purchase
Agreement (the “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
upon exercise of the Token Right and for no further consideration the holder will be entitled to receive 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 proceeds of each closing of the Purchase Agreement and (ii) twenty-five percent (25%) of any and all Tokens
purchased by the Company using the net proceeds of any Other Financing (as defined therein).

4

In
connection with the Purchase Agreement, on November 12, 2025, the Company and Mr. La Rosa entered into a redemption agreement (“Redemption
Agreement”), pursuant to which, on the initial closing date of the Purchase Agreement, the Company agreed to redeem and immediately
cancel and return to the status of “blank check” preferred stock of the Company, certain number of Mr. La Rosa’s shares
of Series X Super Voting Preferred Stock (“Series X Preferred Stock”) such that, immediately after such redemption, he will
own shares of Series X Preferred Stock representing not less than 80% of the total voting power of the Company for a redemption price
of $2,000,000 payable upon such redemption, and $500,000 contingently payable upon the satisfaction of certain conditions. Mr. La Rosa’s
remaining shares of Series X Preferred Stock will be redeemable by the Company at a subsequent time determined by the Board or otherwise
as set forth in the Redemption Agreement for no additional consideration. These redemptions of the Series X Preferred Stock were conditioned
upon stockholders’ approval and effectiveness of the Certificate of Amendment to the Articles of Incorporation (the “Series
X Certificate of Amendment”) to provide that 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 and conditions as may be approved by the Board and agreed to by the holder(s) thereof. Upon
effectiveness of respective stockholders’ approval on December 25, 2025, such Series X Certificate of Amendment was effective as
of December 26, 2025.

On
January 8, 2026, the Company consummated the initial closing (the “Initial Closing”) under the Purchase Agreement, pursuant
to which it issued the Investors a senior secured convertible note in the principal amount of $11,000,000 (the “Initial Note”),
together with a previously issued Token Right, for an aggregate purchase price of $9,900,000. The Initial Note is convertible into shares
of Common Stock, at an initial conversion price equal to $8.347, subject to adjustment as provided in the Initial Note, provided that
in no event may the conversion price be less than the floor price of $7.78, which will be lowered pursuant to the terms of the Initial
Note for the Initial Note and all other notes (together, the “Notes”) upon the effectiveness of the stockholders’ approval
of such reduction (the “Floor Price”). The Initial Note bears interest at a rate of ten percent (10%) per annum that is payable
monthly in arrears commencing on February 1, 2026, matures twenty-four (24) months from the date of issuance 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
Initial Note.

In
connection with the Initial Closing on January 8, 2026, as contemplated under the Purchase Agreement: (i) the Company and each of its
subsidiaries (each, a “Grantor”), and a collateral agent (the “Collateral Agent”) for the benefit of the holders
of Obligations (as defined in the Security Agreement), entered into a Security and Pledge Agreement (the “Security Agreement”)
with respect to the Notes, pursuant to which each Grantor granted the Collateral Agent, for the benefit of the Secured Parties (as defined
in the Security Agreement), a security interest in such Grantor’s right, title and interest in and to all or substantially all
of its properties and assets, or in which or to which such Grantor has any rights, whether then owned or thereafter acquired by such
Grantor, wherever located, and whether now or hereafter existing or arising (collectively, the “Collateral”); (ii) each subsidiary
of the Company also entered into a guarantee agreement (the “Subsidiary Guaranty”) whereby each Subsidiary of the Company
guaranteed to the Investors the prompt and full payment and performance of the obligations of the Company and each Subsidiary under the
Purchase Agreement and other Transaction Documents; and (iii) the Company and the Collateral Agent entered into an Intellectual Property
Security Agreement (“Intellectual Property Security Agreement”), pursuant to which the Company granted to the Collateral
Agent a lien and security interest in certain intellectual property of the Company. As a condition to the Initial Closing as provided
in the Securities Purchase Agreement on January 5, 2026, the Company and the Collateral Agent also entered into that certain Account
Control Agreement.

The
Company received $9,635,000 in net proceeds from the Initial Closing, that were used as follows: (i) $7,000,000 of net proceeds to acquire
Note Purchased Crypto (as defined in the Notes) as a digital asset for the Company’s balance sheet, (ii) $2,000,000 of the net
proceeds to redeem a portion of the outstanding shares of the Series X Preferred Stock pursuant to the Redemption Agreement, (iii) $500,000
of the net proceeds to be kept in a controlled account to fund the redemption of remaining shares of the Series X Preferred Stock in
accordance with the terms of the Redemption Agreement, and (iv) any remaining proceeds, for general corporate purposes, working capital,
acquisitions and other strategic transactions. Curvature Securities LLC served as placement agent in connection with the offering.

On
the Initial Closing, pursuant to the terms of the Redemption Agreement, the Company redeemed 200 shares of the Series X Preferred Stock
held by Mr. Joseph La Rosa, and the Company and Mr. La Rosa agreed that the Company will pay Mr. La Rosa a portion of the Fixed Redemption
Price (as defined in the Redemption Agreement) equal to $1,700,000 immediately after the Initial Closing and the remaining $300,000 of
the Fixed Redemption Price will be paid to Mr. La Rosa at a later date to be agreed by the Company and Mr. La Rosa.

On
March 24, 2026, the Company and Investors entered into an Amendment to the Purchase Agreement to provide that the net proceeds to the
Company from any further equity line of credit, equity purchase facility, or at-the-market offering shall be allocated as follows: (i)
until such time as the Company has paid to its placement agent and financial advisor (together, the “Advisors”) an aggregate
of $751,221 in deferred fees, (1) 20% to pay any outstanding deferred fees due to the Advisors, (2) 40% to acquire Note Purchased Crypto
(as defined in the Purchase Agreement) as a digital asset for the Company’s balance sheet, and (3) the remaining 40% for general
corporate purposes, working capital, acquisitions and other strategic transactions (including, but not limited to, developing next-generation
data center infrastructure for AI computing), and (ii) thereafter (1) 50% of the net proceeds shall be used to acquire Note Purchased
Crypto as a digital asset for the Company’s balance sheet and (2) the remaining 50% of the net proceeds shall be used for general
corporate purposes, working capital, acquisitions and other strategic transactions (including, but not limited to, developing next-generation
data center infrastructure for AI computing), including payment of an additional $77,000 in deferred fees to the Advisors due and payable
not earlier than December 31, 2026.

5

In
addition, on March 24, 2026, the Company and Investors entered into Amendment No. 1 to the Token Right (the “Token Right Amendment”),
under which the Investor will be entitled to receive upon an aggregate number of Right Tokens equal to the sum of (i) fifty percent (50%)
of any and all Tokens purchased by the Company on and after the Issuance Date using the net proceeds of each closing under the Purchase
Agreement and (ii) fifty- six and one quarter percent (56.25%) of any and all Tokens purchased by the Company on and after the Issuance
Date using the net proceeds of any Other Financing (as defined in the Token Right).

The
Company entered into the Purchase Agreement and transactions contemplated thereby to secure immediate and committed access to capital
at a time when alternative financing sources were either unavailable or significantly more dilutive and restrictive. The facility was
intended to provide critical liquidity to support ongoing operations, address going concern considerations, and preserve enterprise value.
In addition, the Company sought to strengthen its balance sheet and position itself to deploy capital into strategic initiatives, including
investments in stablecoins, A.I. infrastructure, and data center opportunities, which management believes have the potential to enhance
long-term shareholder value. Unlike traditional financing, the structure allows the Company to draw capital incrementally,
providing flexibility to align funding with operational needs and market conditions. While the transaction includes costs such as potential
dilution and derivative liabilities, management determined that these were justified given the significant risk to the business if capital
was not secured. The transaction was negotiated at arm’s length and, in management’s view, represents a reasonable and necessary
financing solution under the circumstances.

Amended
Employment Agreement with the CEO

On
November 12, 2025, following the approval of the Board and in connection with the Securities Purchase Agreement, the Company and Mr.
La Rosa, entered into an Amended and Restated Employment Agreement (the “Amended Employment Agreement”), amending and
restating that certain Amended and Restated Employment Agreement between the Company and Mr. La Rosa, dated April 29, 2022, as amended,
in its entirety. Pursuant to the Amended Employment Agreement, Mr. La Rosa’s compensation structure and severance package
were changed as described in the agreement.

Investments in Digital Assets

As described above, on
January 8, 2026, we consummated the Initial Closing pursuant to the Purchase Agreement. We agreed to use majority of net proceeds
from the closings under the Purchase Agreement and any equity line of credit, equity purchase facility or at-the-market offering to
acquire cryptocurrency in the form that the Investors and Company have mutually agreed to in writing as a digital asset for the
Company’s balance sheet. We have further agreed with the Investors that we will acquire stablecoins as these digital assets.
Since January 1, 2026, we used net $6.7 million from the Initial Closing and $3.6 million from our equity line of credit to acquire
stablecoins. As of May 31, 2026, we held $10.3 million primarily in the following types of digital assets: FRXUSD and USDC. Our
current strategy is to hold stablecoins to preserve the value of the initial investment. During which time we will perform
counterparty due diligence potentially using our digital assets for our strategic efforts towards expansion into AI data centers
ecosystem. There can be no assurance as to the timing, size, form, or success of this initiative, and it involves significant risks, evolving regulation, financing dilution, and custody or cybersecurity concerns.

January
2026 Reverse Stock Split

On
November 10, 2025, the Company’s stockholders holding a majority of the voting power of the Company by a written consent approved
the amendment to the Company’s Amended and Restated Articles of Incorporation, as amended, to effect one or more reverse stock
splits of the Company’s Common Stock in each case at a ratio in the range of 1-for-5 to 1-for-100, with such ratio to be determined
by the Board (“Stockholders Approval”). Such resolution became effective on December 25, 2025, or twenty (20) days after
the Company filed with the SEC and mailed to its stockholders respective Information Statement on Schedule 14C on or approximately December
4, 2025. Following such stockholders’ approval, 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 January 26, 2026 (“January 2026 Reverse Stock Split”).
As a result of the January 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.

6

Disposition
of LR Kissimmee

On
February 4, 2026, the Company sold its 51% membership interest (the “Interest”) in Horeb Kissimmee Realty LLC, a Florida
limited liability company (“LR Kissimmee”) to LR Kissimmee’s pre-Transaction 49% owner (the “Buyer”) pursuant
to a Membership Interest Purchase Agreement (the “Sale Agreement”) by and among the Company, the Buyer and LR Kissimmee.
Under the Sale Agreement, the Company will receive from the Buyer aggregate cash consideration for the Interest of $500,000, payable
in twelve (12) equal monthly installments of $41,667, commencing February 28, 2026. In addition, the Buyer agreed to pay the Company
$61,200, representing the Company’s pro rata share of an outstanding loan previously made by LR Kissimmee to the Buyer, payable
in four (4) equal quarterly installments of $15,300 commencing on the same date. As a result of the transaction, the Company has fully
withdrawn as a member of LR Kissimmee and has no continuing ownership interest therein. In connection with the Transaction, the Company
also entered into a Trademark & Brand Licensing Agreement (the “Licensing Agreement”) with LR Kissimmee, pursuant to
which the Company granted to LR Kissimmee a non-exclusive, non-transferable license to use certain trademarks and branding of the Company
in connection with LR Kissimmee’s real estate brokerage business. The Licensing Agreement provides for a flat monthly licensing
fee payable to the Company of $4,500 and has an initial term of one (1) year.

Acquisition
of Remaining Interest in Lakeland

On
February 11, 2026, the Company acquired from the selling member (the “Seller”) all of his 49% membership interest in La Rosa
Realty Lakeland LLC, a Florida limited liability company (“Lakeland”), pursuant to a Membership Interest Purchase Agreement
and a Settlement Agreement by and among the Company, Joseph La Rosa, the Chief Executive Officer of the Company, the Seller, and 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 $16,667 commencing on March 1, 2026. As a result of the transaction, Lakeland became a wholly owned subsidiary of the Company. As
part of the transaction, on February 11, 2026, the Company and the Seller also entered into a 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.

Amendments
to Officers Employment Agreements

On
February 19, 2026, with the approval of its Board, the Company entered into (i) an Amendment (the “CEO Amendment”) to the
Amended and Restated Employment Agreement, dated November 12, 2025, with Joseph La Rosa, the Company’s Chief Executive Officer
(the “CEO”), and (ii) an Amendment (the “COO Amendment”) to the Employment Agreement, dated January 31, 2024
(the “COO Employment Agreement”), with Deana La Rosa, the Company’s Chief Operating Officer (“COO”).

Under
the CEO 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 Company agreed to revise certain provisions of the Confidential Information and Invention Assignment Agreement dated April 12, 2022
(the “CIA Agreement”), between Mr. La Rosa and the Company so that Mr. La Rosa’s non-competition restrictions were
effective only during the term of his employment with the Company. In addition, the period of non-solicitation restrictions under the
CIA Agreement was reduced from twenty-four (24) to twelve (12) months post-employment. These changes became effective on March 15, 2026.

Under
the COO Amendment, Mrs. La Rosa agreed to a reduction in her base salary from $250,000 to $100,000 per annum, in consideration of which
the Company agreed to revise certain restrictive covenants of the COO Employment Agreement so that Mrs. La Rosa’s non-competition
restrictions were effective only during the term of her employment with the Company, and the period of non-solicitation restriction was
reduced from twenty-four (24) to twelve (12) post-employment. These changes became effective on March 15, 2026.

Land
Purchase Agreement

In
February 2026, the Company entered into a contract to acquire a strategically located parcel of land in Osceola County, one of the fastest-growing
regions in Central Florida. Upon completion, this acquisition is expected to represent a key milestone in the Company’s expansion
strategy and support the development of a Tier III Artificial Intelligence (“AI”) data center designed to address increasing
demand for high-performance computing infrastructure. The planned facility is expected to span up to 10,000 square feet and support an
estimated IT load of approximately 1,500 kW, positioning it to serve enterprise, cloud, and AI-driven workloads.

7

Series
C Preferred Stock Financing

On
March 4, 2026, the Company and an institutional investor (the “Investor”) entered into a securities purchase agreement pursuant
to which the Company issued the Investor 100 shares of the Company’s Series C Convertible Preferred Stock, par value $0.0001 per
share (“Series C Preferred Stock”), for a purchase price of $1,000 per share. On the same date, the Company filed respective
Certificate of Designation of Rights and Preferences of the Series C Preferred Stock with the Secretary of State of the State of Nevada.

Potential
Acquisition of Consensus Core Technologies, Inc

In
March 2026, the Company entered into a non-binding letter of intent to acquire 100% of the issued and outstanding equity interests of
Consensus Core Technologies, Inc. (“Consensus”), along with certain of its affiliates and subsidiaries. Consensus is a provider
of critical infrastructure solutions for AI and high-performance computing. The proposed acquisition is intended to position the Company
at the forefront of the AI infrastructure ecosystem and provide a scalable platform to capitalize on the growing demand for AI compute
capacity. The consummation of this transaction is subject to, and contingent upon, the execution of a definitive agreement and other
related transaction documents by the parties, corporate approval and customary closing conditions. There can be no assurances that such
transaction will be consummated.

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 Seller’s 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.

Nasdaq
Notice Regarding Filing Deficiencies

On
April 16, 2026, the Company received a notice (the “10-K Notice”) from the Nasdaq Listing Qualifications Department (the
“Staff”) that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) as a result of its failure to timely file
its Comprehensive Form 10-K for the fiscal year ended December 31, 2025 (the “Initial Delinquent Filing”) with the SEC. The
Staff informed the Company that, under Nasdaq rules, the Company has 60 calendar days, or until June 15, 2026 to submit a plan to regain
compliance, and if the Staff accepts such plan, they can grant an exception of up to 180 calendar days from the Initial Delinquent Filing’s
due date (or until October 12, 2026) to regain compliance.

On
May 21, 2026, the Company also received a notice (the “10-Q Notice,” and together with the 10-K Notice, the “Notices”)
from the Staff indicating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) due to its failure to timely file
its Quarterly Report on Form 10-Q for the period ended March 31, 2026, and noting that the Company also remains delinquent in filing
its Initial Delinquent Filing. The 10-Q Notice further states that, in accordance with Nasdaq rules and as previously communicated in
the 10-K Notice, the Company has until June 15, 2026 to submit a plan to regain compliance, and if the Staff accepts such plan, any exception
granted will be limited to a maximum of 180 calendar days from the due date of the Initial Delinquent Filing, or until October 12, 2026,
to regain compliance.

The
Notices have no immediate effect on the listing or trading of the Common Stock, which will continue to trade on The Nasdaq Capital Market
under the symbol “LRHC.” The Company intends to regain compliance with Nasdaq Listing Rule 5250(c)(1) by filing the delinquent
reports and/or submit the plan with Nasdaq by June 15, 2026.

8

April
2026 Reverse Stock Split

Following
the Stockholders Approval described above, 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, all share and the price per share information for all periods
presented in this report have been retroactively adjusted for April 2026 Reverse Stock Split.

Series
D Preferred Stock Financing

On
May 27, 2026, the Company and the Investor entered into a securities purchase agreement pursuant to which the Company issued the Investor
250 shares of the Company’s Series D Convertible Preferred Stock, par value $0.0001 per share (“Series D Preferred Stock”),
for a purchase price of $1,000 per share. On the same date, the Company filed respective Certificate of Designation of Rights and Preferences
of the Series D Preferred Stock with the Secretary of State of the State of Nevada. Pursuant to the agreement, the remaining 250 shares
of Series D Preferred Stock may become issuable by the Company to the Investor at its sole option upon the filing of the Company’s
Annual Report on Form 10-K for the year ended December 31, 2025.

Our
Organization

La
Rosa Holdings Corp. was incorporated in the State of Nevada on June 14, 2021 by its founder, Mr. Joseph La Rosa, to become the
holding company for five Florida limited liability companies in which Mr. La Rosa held or controlled a one hundred percent ownership
interest: (i) La Rosa Coaching, LLC ( “Coaching”); (ii) La Rosa CRE, LLC (“CRE”); (iii) La Rosa Franchising,
LLC (“Franchising”); (iv) La Rosa Property Management, LLC (“Property Management”); and (v) La Rosa Realty,
LLC (“Realty”). Coaching, CRE, Franchising, Property Management and Realty became direct, wholly owned subsidiaries of
the Company as a result of the closing of the Reorganization Agreement and Plan of Share Exchange dated July 22, 2021, which was
effective on August 4, 2021. Pursuant to the Reorganization Agreement, each LLC exchanged 100% of their limited liability company
membership interests for one share of the Common Stock, which share was automatically redeemed for nominal consideration upon the
closing of the transaction, resulting in each LLC becoming the direct, wholly owned subsidiary of the Company.

The
Company conducts its operations through its 21 subsidiaries:

●
La
Rosa Realty, LLC is engaged in the residential real estate brokerage business;

●
La
Rosa Coaching, LLC is engaged in the delivery of coaching services to our brokers and franchisee’s brokers;

●
La
Rosa CRE, LLC is engaged in the commercial real estate brokerage business;

●
La
Rosa Franchising, LLC is engaged in the franchising of real estate brokerage agencies;

●
La
Rosa Property Management, LLC is engaged in property management services to owners of single-family residential properties;

●
La
Rosa Realty Premier, LLC is engaged mostly in the residential real estate brokerage business;

●
La
Rosa Realty CW Properties, LLC is engaged mostly in the residential real estate brokerage business;

●
La
Rosa Realty North Florida, LLC is engaged mostly in the residential real estate brokerage business;

●
La
Rosa Realty Orlando, LLC is engaged mostly in the residential real estate brokerage business;

●
Nona
Legacy Powered By La Rosa Realty, Inc. (formerly, La Rosa Realty Lake Nona Inc.) is engaged mostly in the residential real estate
brokerage business;

9

●
La
Rosa Realty Winter Garden, LLC is engaged mostly in the residential real estate brokerage business;

●
La
Rosa Realty Texas, LLC is engaged mostly in the residential real estate brokerage business;

●
La
Rosa Realty Georgia, LLC is engaged mostly in the residential real estate brokerage business;

●
La
Rosa Realty California is engaged mostly in the residential real estate brokerage business;

●
La
Rosa Realty Lakeland, LLC is engaged mostly in the residential real estate brokerage business;

●
BF
Prime, LLC is engaged mostly in the residential real estate brokerage business;

●
FPG
Title Group, LLC (formerly, Nona Title Agency, LLC) is engaged in providing title services related to real estate transactions;

●
La
Rosa Realty Beaches, LLC is engaged mostly in the residential real estate brokerage business;

●
LR
Realty Spain S.L. is engaged mostly in the residential real estate brokerage business;

●
LR
Luxury, LLC is engaged mostly in the residential real estate brokerage business; and

●
LR
Agent Advance, LLC, formed in April 2025 for the purpose of offering a commission advancement program exclusively for La Rosa agents.

We
are a “controlled company” as defined under the corporate governance rules of Nasdaq because our Founder, Mr. Joseph La Rosa,
as of June 3, 2026, controls 91.81% of the total voting power of our Common Stock based on his ownership of Common Stock and the
18,000 votes provided by his Series X Preferred Stock, that votes with the Common Stock, with respect to director elections and other
matters.

Our
Business

We
operate primarily in the United States residential real estate market which totaled $55.1 trillion at June 30, 2025 versus $49.7 trillion
at the end of 2024 reflecting a half year gain of $5.4 trillion due to sufficient number of buyers competing over a relatively small
number of listings, according to Redfin Corp1.

The
Company is the holding company for its direct, majority owned subsidiaries, and has no other operations.

Realty
was a traditional residential real estate brokerage firm founded in 2004 by Mr. La Rosa to serve the Florida market. In 2011, Realty
shifted to an agent-centric real estate brokerage format, offering agents more tools and value while offering experienced agents a 100%
commission split. Newly licensed and agents still in training operate on a New Agent Coaching (NAC) 70% to agent / 30% commission split
(7% to Coaching, 14% to the La Rosa individual coach, 6% to the brokerage office who engaged the new agent, and 3% to the Director
of Coaching who is employed by the Company). Alternatively, they may choose the Ultimate Plan Business Builder (“UPBB”) and
operate on a 60% to agent / 40% that includes 10% revenue share commission split (7% to Coaching, 14% to the La Rosa individual coach, 6%
to the brokerage office who engaged the new agent, and 3% to the Director of Coaching who is employed by the Company). Realty has expanded
its geographic footprint over the years by integrating technology into its operations and creating a brokerage that provides its agents
with the tools to handle their transactions, accounting, marketing, social media and customer relations. Realty’s full service,
high touch engagement with its clients assists them with navigating the complexity of the home purchase/sale transaction through their
intimate knowledge of the local market, guiding them on the right pricing for their sale or purchase, assisting in the negotiation of
the sales contract, overseeing the home inspections and possible repairs, reviewing the financial details of the transaction to assure
that there are no errors and attending the closing of the sale to ensure that there are no last minute surprises. Realty believes that
its services build referrals and repeat clients who appreciate the expertise and personal relationships that they develop with our agents.

1
https://zillow.mediaroom.com/2025-09-08-US-housing-market-reaches-record-55-1-trillion

10

In
2018, Mr. La Rosa organized Franchising to study the potential to expand nationally by means of creating a franchise model that would
be easily duplicable. Franchising began franchising real estate brokerage businesses based on its Franchise Disclosure Document filed
with the Federal Trade Commission in 2019 and converted several of its largest offices in Florida to “La Rosa Realty” franchises.
Franchising also oversees and administers the offices that it sells, no matter their brand. Franchising uses the typical model for licensing
the use of our two brands together with our proprietary business methodology, technology, tools, and training. Our franchisees own their
own brokerage businesses, are solely responsible for their operations and risks, and are able to retain the substantial upside of their
business if they are profitable. Our franchisees use our successful and well-known brands, our systems and technology, training and personal
assistance and guidance to help run their businesses more efficiently and, we believe, more successfully than other branded real estate
franchisees. Our franchisees pay us an initial licensing fee, a royalty fee based on their gross commissions, an annual membership fee,
a coaching fee payable to Coaching for coaching services, a commercial royalty fee payable to CRE for all commercial real estate transactions,
a training fee for its administrative personnel and a fee to use our proprietary software. Because our franchise “product”
has been developed over the years and is delivered in a “package” format, our fixed costs are low, and our franchising gross
margins are relatively higher than our more labor intensive businesses. While we intend to continue the franchise arm of the business,
we will, in the future, concentrate on opening corporate offices that produce higher revenue and increased margins.

Coaching
grew out of Mr. La Rosa’s life and business coaching seminars which were organized in 2019 to provide education and mentoring to
new real estate agents who join Realty in any of our offices. Each agent in coaching is assigned an experienced real estate agent/coach
who assists and advises the new agent for, at a minimum, their first three sales transactions and the successful completion of our exclusive
core competency courses and examinations. Brokers compensate us for the courses and mentoring by splitting their commissions with us
when they are involved in the sale and purchase of a property for which we receive thirty percent (30%) of their share of the real estate
brokerage commission. Our franchisee brokers also take the in-house course and ongoing coaching that cover topics, including but not
limited to local real estate brokerage law, lead generation, recruiting, business management, industry trends, and leadership. We added
a second tier of coaching in 2021 that we believe provide business and personal growth and advanced real estate courses to our and our
franchisees’ agents for various fees based on the subject matter and length of the course.

Unlike
most other residential real estate brokerage companies, we encourage our sales agents to seek out property management business. Property
Management, which was organized in 2014, trains our sales agents to provide residential property management services to owners of single-family
residential properties and provides our agents with the tools to service those property owners. These tools include management, marketing,
accounting and financial services. Our agents generally charge the homeowners between eight to twelve percent (8-12%) of the monthly
rental. Our agents pay Property Management to be the point of contact for the property owner and their tenants, handle all tenant screenings,
applications, contracts, forms and documents, and deal with attorneys if necessary to enforce the agreements. We manage the collection
of rents and the disbursement of payments to vendors, service providers, agents, and property owners, while retaining a fee of $55.00
per agent, per property, per month. As of December 31, 2025, we have provided property management services for approximately 630 properties
across Florida, including single-family residences, condominiums, townhouses, and other types of residential real estate. Consistent
with industry custom, management contract terms typically range from one to three years, although some contracts can be terminated at
will at any time following a short notice period, usually 30 to 120 days, as is typical in the industry. Property Management has recently
added a division to directly manage properties in Florida and to expand those services to our other offices in other states in the future.

11

Unlike
many other real estate brokerages, we encourage our sales agents to seek out commercial real estate business. CRE was organized in 2014
originally to provide “residential-commercial” real estate advisory services such as helping sales agents’ customers
lease office space. CRE now assists agents who have customers who wish to purchase multifamily, office, storage, mixed use and apartment
properties. We provide, on a fee basis, training to sales agents who wish to work in the commercial real estate space, and advise customers
with respect to office leasing, multi-family property sales and leasing, and land and subdivision development. Our customers come primarily
from referrals from our Realty brokers who are asked by their clients to assist them in various commercial real estate property transactions.
In January 2025, the Company hired a leader for this division who possesses vast experience in commercial real estate. We expect stronger
growth of this segment of our business in 2026 and beyond. During 2025, CRE restructured the division by focusing on training and education,
as well as providing the agents with pertinent tools to be successful in the commercial practice. CRE invested in a platform as the standard
to prepare listings, financial analysis, marketing materials and offering memorandums among other features. As of April 30, 2026, CRE
operated with 76 certified commercial agents and, moving forward, recruiting will be focused on hiring seasoned commercial real estate
agents who can bring their expertise to enrich our level of experience.

For
our title insurance and settlement services segment, we operate under the brand FPG Title Group which provides comprehensive title insurance
and settlement services to protect real estate transactions for residential, commercial, agency, home builders, and vacation ownership
properties. Providing these services, we aim to ensure that both homeowners and lenders are safeguarded against potential legal claims
or disputes related to property ownership. Key services include title insurance services, which help to protect against risks such as
undisclosed heirs, errors in public records, forgery or fraud in previous ownership documents, and outstanding liens or unpaid taxes,
and settlement services, which help to facilitate smooth and secure property transactions, in compliance with industry regulations. We
believe that FPG Title Group is positioned as a trusted partner in Florida, offering tailored solutions for local banks, national lenders,
and mortgage servicers. Our expertise allows us to close loans quickly, accurately, and in full compliance with industry standards. Our
goal is to provide flexible and customizable services to meet the specific requirements of various lenders and demonstrate our commitment
to client satisfaction through our comprehensive service offerings and dedicated team.

We
have 23 La Rosa Realty corporate real estate brokerage offices and branches located in Florida, California, Texas, Georgia, and Puerto
Rico. The Company also has 5 La Rosa Realty franchised real estate brokerage offices and branches and 3 affiliated real estate brokerage
offices, that pay us fees in 7 states of the United States and Puerto Rico. We also have LR Realty Spain, which is a full-service brokerage
office located primarily in Malaga, Spain. Additionally, the Company has a full-service escrow settlement and title company in Florida
and a company offering a commission advancement program exclusively for La Rosa agents.

We
also have a number of affiliated companies that are wholly, or majority owned by Mr. La Rosa that we refer to in this report as our affiliates.
While our affiliates are not owned by us, some do use our services and contribute to our revenue stream. Our affiliates operate residential
real estate brokerage, insurance brokerage and real estate title and full commercial real estate brokerage businesses.

In
the last quarter of 2025, we initiated a strategic repositioning toward expansion into the AI ecosystem, through strategic acquisitions,
partnerships, and development of next-generation data center infrastructure for AI computing. As demand for high-performance computing
and Artificial Intelligence (AI)-driven applications continues to accelerate, the Company is positioning itself to capitalize on the
growing need for purpose-built infrastructure. The Company intends to leverage its real estate platform to identify, develop, and manage
high-quality data center assets in key markets where demand for AI infrastructure is rapidly increasing.

In
February 2026, we have entered into a contract to acquire a strategically located parcel of land in Osceola County, one of the fastest-growing
regions in Central Florida. Upon completion, this acquisition is expected to represent a key milestone in the Company’s expansion
strategy and support the development of a Tier III AI data center designed to address increasing demand for high-performance computing
infrastructure. The planned facility is expected to span up to 10,000 square feet and support an estimated IT load of approximately 1,500
kW, positioning it to serve enterprise, cloud, and AI-driven workloads. The project is designed to balance scale and flexibility, enabling
the Company to target both enterprise and regional demand while maintaining operational agility.

12

In
March 2026, the Company entered into a non-binding letter of intent to acquire 100% of the issued and outstanding equity interests of
Consensus Core Technologies, Inc. (“Consensus”), along with certain of its affiliates and subsidiaries. Consensus is a provider
of critical infrastructure solutions for artificial intelligence and high-performance computing. The proposed acquisition is intended
to position the Company at the forefront of the AI infrastructure ecosystem and provide a scalable platform to capitalize on the growing
demand for AI compute capacity. The consummation of this transaction is subject to, and contingent upon, the execution of a definitive
agreement and other related transaction documents by the parties, corporate approval and customary closing conditions. There can be no
assurances that such transaction will be consummated.

Our
Focus

Our
Mission Statement is that “we are here to support, empower and elevate those who we serve with integrity.” We are committed
to excellence in all we do and are respectful, compassionate, trustworthy, responsible, joyful, inspiring and adaptive. At La Rosa, we
inculcate these core values to our sales agents and employees and strive to live by them every day.

We
believe home buyers and sellers choose agents because of their individual marketing prowess, professionalism, and personality. To capitalize
on this, we focus on helping our agents improve professionally and increase their financial ability to invest in their personal marketing,
and, therefore, capture a greater percentage of customers.

We
have built our business on what we know to be our customers’ needs. The purchase of a home is likely the most expensive purchase
a consumer will make in his or her lifetime. Many first-time home buyers are young and require knowledgeable, experienced guidance from
our agents and our franchisor’s agents. Home sellers need the market ken and potential buyer reach that our agents and our franchisees’
agents provide. Our agents and our franchisees’ agents build lasting relationships with their clients that result in repeat business
and referral business. Notwithstanding claims of the internet-only brokerages that homes are a commodity that can be bought and sold
like a can of beans, this consumer need is borne out in reality. The research conducted by the National Association of Realtors (the
“NAR”)2 in 2025 shows that:

●
88%
of buyers recently purchased their home through a real estate agent or broker and 5% purchased directly through the previous owner;

●
having
an agent to help them find the right home was what buyers wanted most when choosing an agent at 50%;

●
92%
of home buyers are satisfied with the buying process.

●
91%
of sellers sold with the assistance of a real estate agent, up from 90% last year, and only 5% were
FSBO sales, an all-time low;

We
believe that our agents’ training, knowledge of the market, access to public and non-public data related to transactions, and experience
with past transactions gives them a unique insight to provide our home buyer clients with invaluable advice and judgement. Their ability
to reach potential buyers and our relationships with other brokers, both within and without our Company and franchisors, help our seller
clients achieve the maximum possible price for their properties.

Our
Company works in the present but has its eye on the future. We understand that the housing market will change over time and are focusing
on how to prepare for that change. The following chart is a projection of the past and future of home ownership rates based on age groups,
with the projections noting either slow or fast change.3

2
2025-profile-of-home-buyers-and-sellers-highlights-11-04-2025.pdf

3
https://www.urban.org/urban-wire/2040-us-will-experience-modest-homeownership-declines-black-households-impact-will-be-dramatic

13

As
the market slows slightly in out years, we continue to increase the use of our technological tools to make our agents more efficient
and productive.

Our
People

Our
people are our most important asset. We spend significant time and effort in attracting and retaining talented people for our businesses.
Many agents contact us after hearing of or experiencing Mr. La Rosa’s personal and business growth seminars, his book or his podcasts.
They are attracted to the Company because they desire to work in a diverse, inclusive, welcoming and learning environment that allows
the agents to attain their individual potential. The financial attraction is our ability to offer competitive salaries for our employees,
a 100% commission “split” with our experienced realtors and a 70%/30% commission split with new agents and agents still in
training. Experienced agents can participate in three plans: our Ultimate Plan Business Builder with a 90%/10% split, our Ultimate Plan
and our Premier Plan, both with 100% commission and low annual and monthly dues. In our UPBB plan, an agent can potentially participate
in the Company’s revenue share plan rewarding an agent for the recruitment of other agents and for the additional agents these
recruited agents recruit. But, most importantly, we believe it is the training, education and ongoing support that we provide to our
agents that gives them an edge in a very competitive and crowded real estate brokerage marketplace.

14

Our
businesses emphasize diversity and inclusion in the workplace and the value of home ownership. We strive to create a workplace that is
inclusive of everyone, where every person can be authentic, and where that authenticity is celebrated as a strength. Management works
diligently to make the Company a desirable place to work by creating learning experiences, programs, compensation, and benefits that
attract, develop, train, engage, motivate, reward, and retain the best talent. With a focus on teamwork, collaboration, and diversity
and inclusion, we aspire to be a company where the best people want to work and are engaged every day. Outside the office, our agents
comply and observe non-discrimination laws and policies and work with all clients to ensure that they are able to acquire the home of
their dreams.

Our
Technology

We
provide our agents and employees with cloud-based real estate brokerage services by utilizing our consumer-facing websites, including
our corporate website www.larosarealty.com and our proprietary technology that provides brokerage operations management tools. When an
agent is on-boarded, they are required to take our monthly Foundations Series which covers the use of our proprietary applications. Through
our websites, we provide buyers, sellers, landlords, and tenants with access to all of the available properties for sale or lease on
the multiple listing service (“MLS”), in each of the markets in which we operate. We provide each of our Company franchisees
and their agents with their own personal website that they can modify to match their personal branding. Our website also gives consumers
access to our network of professional real estate agents and vendors. Additionally, the websites we provide use AI integrated Client
Relationship Management (“CRM”) software to enhance the consumers’ internet experience and assist our agents with lead
generation and lead capture through the AI features. For example, our CRM software, which is integrated into our websites, uses artificial
intelligence to generate marketing leads for our agents by sending marketing materials to potential buyers and sellers automatically
without any agent involvement. Our technology platform also provides unique automated blogging and comprehensive social media marketing
campaigns for our agents to create top of mind public awareness of our brand.

In
October 2023, we launched our proprietary technology system – JAEME, part of “My Agent Account,” our proprietary platform
built entirely in-house by our technology team. JAEME is a real estate AI assistant created to support and inspire our agents with personalized
content to drive marketing, efficiency, and sales. This advanced technology can help agents to provide services to their clients in a
more efficient way – even from their mobile devices. Through JAEME, La Rosa’s agents can easily create:

-
Compelling
property descriptions

-
Effective
email campaigns

-
Detailed
business plans

-
Innovative
video scripts

-
High-conversion
newsletter campaigns

-
Exclusive
lead generation ideas

As
of July 1, 2025, we launched My Agent Account Version 4.0, a major enhancement to the Company’s proprietary agent platform and
officially transitioned to a new, upgraded process designed to better support our agents with a simpler and more efficient way to manage
transactions and onboarding tasks. With this central hub, agents no longer need to log into multiple systems, allowing for a more seamless
experience. The new process enables automation of key workflows, increases productivity, and strengthens our ability to operate more
effectively as a company.

Our
proprietary technology and third-party services and platforms provide our agents and franchisees with commission management and accounting
systems, an internal agent “intranet” application, customer relationship management applications, a transaction management
solution, and automated marketing and social media applications and privacy and identity protections. The combination of our brands,
proprietary technology, services, data, lead generation, and marketing tools gives our agents the power to offer best-in-class service
to their clients. The new version features a fully integrated Transaction Management module that is intended to deliver significant cost
savings to the Company by improving efficiency, reducing manual processes, and eliminating reliance on expensive third-party systems.

Internally,
we use our technology to provide our Company agents, employees and franchisees with the means to find and develop new business, manage
their relationships both externally with their clients and internally with the Company or their franchisor, develop better skills and
knowledge in their areas of endeavor and, we believe, enhance their earning potential. While no one can predict the ups and downs of
the real estate market, we believe that the “weapons” we provide to our Company agents, employees and franchisees help them
fight the adverse economic conditions, a volatile market and the competition.

While
our offices and our franchisees’ offices act as their “home base,” most agents use our offices primarily for real estate
closings and training. We monetize our technology by charging our agents and our franchisees’ agents what we believe to be a reasonable
monthly fee for the use of our suite of tools.

15

Our
Intellectual Property

It
is important that we protect our technology and intellectual property. We rely upon a combination of trademarks, trade secrets, copyrights,
patents, confidentiality procedures, contractual commitments, domain names, and other legal rights to establish and protect our intellectual
property. We generally enter into confidentiality agreements and invention or work product assignment agreements with our officers, employees,
agents, contractors, and business partners to control access to, and clarify ownership of, our proprietary information.

As
of June 3, 2026, we have a service mark registration in the United States for our LR logo. Additionally, we are the registered holder
of a number of domain names, including “larosarealty.com” and “larosaholdings.com”.

We
continually review our development efforts to assess the existence and patentability of new intellectual property. We intend to continue
to evaluate the benefit of patent protection with respect to our technology and will file additional applications when we believe it
to be beneficial for our business.

Our
Markets

Our
primary market is in the United States. As of June 3, 2026, we have 23 La Rosa Realty corporate real estate brokerage offices and
branches located in Florida, California, Texas, Georgia, and Puerto Rico. The Company also has 5 La Rosa Realty franchised real estate
brokerage offices and branches and 3 affiliated real estate brokerage offices in the United States and Puerto Rico. Additionally,
the Company has a full-service escrow settlement and title company in Florida. In April 2025, we also formed LR Agent Advance, LLC in
Florida, offering a commission advancement program exclusively for La Rosa agents. We also have LR Realty Spain, which is a full-service
brokerage office located primarily in Malaga, Spain.

Our
Revenue Streams

Our
financial results are driven by the total number of sales agents in our Company, the number of sales agents closing commercial real estate
transactions, the number of sales agents utilizing our coaching services, and the number of agents who work with our franchisees. Since
founding our business in 2024, we grew our total agent count to 2,842 agents as of May 31, 2026.

The
majority of our revenue is derived from a stable set of fees paid by our brokers, franchisees, and consumers. We have multiple revenue
streams, with the majority of our revenue derived from commissions paid by consumers who transact business with our and our franchisees’
agents, royalties paid by our franchisees, dues and technology fees paid by our sales agents, our franchisees and our franchisees’
agents. Our major revenue streams come from such sources as: (i) residential real estate brokerage revenue, (ii) revenue from our property
management services, (iii) franchise royalty fees, (iv) fees from the sale or renewal of franchises and other franchise revenue, (v)
coaching, training and assistance fees, (vi) brokerage revenue generated transactionally on commercial real estate, (vi) title services
revenue and (viii) fees from our events and forums. Our revenue streams are illustrated in the following chart:

REVENUE
STREAM

DESCRIPTION

PERCENT

OF TOTAL

2025

REVENUE

PERCENT

OF TOTAL

2024

REVENUE

Brokerage
Revenue

Percentage
fees paid on agent-generated residential real estate transactions. Other revenues recognized monthly (annual and monthly dues charged
to our agents).

97
%

97
%

Property
Management Revenue

Management
fees earned from property owners.

*
%

*
%

Franchise
Sales and Other Franchise Revenues

One-time
fee payable upon signing of the franchise agreement. Other revenues recognized monthly (annual membership, technology, interest,
late fees, renewal, transfer, successor, accounting, other related fees). Per agent per closed transaction; payable monthly.

*
%

*
%

Coaching/Training/Assistance
Revenue

Based
on real estate commissions earned by the sales agent. Event fees and break-out sessions.

*
%

1
%

Commercial
Real Estate Revenue

10%
of every real estate commission earned by the sales agent. Other revenues recognized monthly (monthly dues charged to our agents).

1
%

*

Title
Settlement and Insurance

Fees
paid by customers for comprehensive title and settlement services

*

*

TOTAL

100
%

100
%

*Less
than 1%.

16

Our
Industry

The
residential real estate industry is cyclical in nature but has shown strong historical long-term growth. We believe that long-term demand
for housing in the U.S. will be primarily driven by the economic health of the domestic economy and local factors such as demand relative
to supply, and that the residential real estate market in the U.S. will also benefit over the long term from the following fundamental
factors:

●
pent
up demand for affordable housing in the Millennial and Gen Z generations that are seeking to acquire single-family homes;

●
an
increase in existing home stock as the Boomer generation downsizes due to retirement, illness and death; and

●
not
enough housing starts or resales to accommodate the demand, especially in the Florida market that we primarily serve.

Our
brokers deal primarily in sales of existing homes, rather than the sales of new homes that are typically sold by builders. The recent
cycle of growth of the real estate market hit headwinds in the second half of 2022. Mortgage rates dipped from 20-year highs in early
2023 but have risen again and sales have resumed an extended period of declines. The NAR reported that for February 2026 (the seasonally
adjusted annual rate) there were 4.09 million existing home sales, an increase of 1.7% over January 2026 but a decrease of 1.4% from
the prior year. Total housing inventory at the end of February 2026 was 1.29 million units, up 2.4% from January 2026 and 4.9% from one
year ago. There was a 3.8 months unsold inventory supply in February 2026, identical to January 2026 but up from 3.6 months in February
2025. The median existing-home sales price increased to $398,000, an increase of 0.3% from February 2025 ($396,800). Properties typically
remained on the market 47 days in February 2026, down from 46 days in January 2026 and up from 42 days in February 2025.

Realtors
continue to be an integral part of the home buying process. According to NAR:5

●
88%
of buyers recently purchased their home through a real estate agent or broker and 5% purchased directly through the previous owner;

●
having
an agent to help them find the right home was what buyers wanted most when choosing an agent at 50%;

●
92%
of home buyers are satisfied with the buying process;

●
91%
of sellers sold with the assistance of a real estate agent, up from 90% last year, and only 5% were
FSBO sales, an all-time low.

Seasonality

Our
business is affected by the seasons and weather. The spring and summer seasons, when school is out, have typically resulted in higher
sales volumes compared to fall and winter seasons. With the slowdown in the later months, we have experienced slower listing activity,
fewer transaction closings and lower revenues and have seen more agent turnover as well. Bad weather or natural disasters also negatively
impact listings and sales, which reduces our operating income, net income, operating margins and cash flow. While this pattern is fairly
predictable, there can be no assurance that it will continue. Moreover, with the impact of climate change, we expect more business disruptions
in the coming years, many of which could be unpredictable and extreme.

Our
revenues and operating margins will fluctuate in successive quarters due to a wide variety of factors, including seasonality, weather,
health exigencies, holidays, national or international emergencies, the school year calendar’s impact on timing of family relocations,
and changes in mortgage interest rates. This fluctuation may make it difficult to compare or analyze our financial performance effectively
across successive quarters.

5

https://www.nar.realtor/research-and-statistics/research-reports/highlights-from-the-profile-of-home-buyers-and-sellers

17

In
addition, the residential real estate market and the real estate industry in general is cyclical, characterized by “bubbles”
that reflect faster-than-usual housing price increases, heavy demand for single-family homes, interest rate fluctuations, easy credit
standards and lax government housing policies on the one hand, and protracted periods of depressed home values, lower buyer demand, inflated
rates of foreclosure and often changing regulatory or underwriting standards applicable to mortgages on the other hand. It is unclear
as to whether the U.S. is currently experiencing a “bursting bubble” from the unusual pent-up demand and move to remote work
created by the Covid-19 pandemic followed by the rapid and extreme mortgage rate hikes that has slowed the market in recent months. The
best example of the bubble bursting was the significant downturn in the U.S. residential real estate market between 2005 and 2011. While
we believe we are well-positioned to compete during a downturn, our business is affected by these cycles in the residential real estate
market, which can make it difficult to compare or analyze our financial performance effectively across successive periods.

Competition

The
real estate brokerage business is highly competitive. We primarily compete against other independent real estate brokerage agencies in
our local markets as well as the international and national real estate brokerage franchisors seeking to grow their franchise system.
We compete against other brokerages to attract transactional clients based on our personalized service with experienced brokers who know
the local market, the number and quality of listings, our brand and reputation and our marketing efforts. We also compete to attract
real estate professionals based on our brand and reputation, the quality of our training and coaching, our marketing efforts, our generous
100% commission “split” for experienced brokers and our technology tools that make the brokers more efficient and productive.

Our
largest national franchise competitors in the U.S. include RE/MAX, Realogy Holdings Corp. (which operates several brands including Century
21 and Coldwell Banker), Fathom Holdings Inc., and eXp World Holdings Inc. We believe that competition in the real estate brokerage franchise
business is based principally upon the reputational strength of the brand, the quality of the services offered to franchisees, and the
amount of franchise-related fees to be paid by franchisees.

We
also face competition from internet-based real estate brokers including Realtor.com, Fathom Holdings Inc., Redfin.com, and Zillow.com,
brokers offering deeply discounted commissions like Simple Showing Holdings, Inc., Houwzer LLC and Real Estate Exchange, Inc. (Rexhomes.com)
and “flat fee” brokers such as Homie Technology, Inc., Cottage Street Realty, LLC (FlatFeeGroup.com) and Trelora, Inc. These
companies do not provide the same personalized brokerage services that we do and emphasize low price and a do-it-yourself philosophy.

FPG
Title Group operates in a competitive landscape, facing significant competition from other title insurance and settlement service providers
in Florida. Key competitors include First American Title Insurance Company, Fidelity National Title Group, and Old Republic National
Title Insurance Company. These companies offer similar services, such as title insurance and escrow services, and have established strong
market positions through extensive networks and robust client relationships. To differentiate itself, FPG Title Group focuses on providing
customizable solutions tailored to the specific needs of local banks, national lenders, and mortgage servicers. Additionally, FPG Title
Group emphasizes client satisfaction through dedicated service teams and streamlined transaction processes, aiming to close loans quickly
and accurately while maintaining full compliance with industry standards. This strategic approach helps FPG Title Group maintain a competitive
edge in the market.

In
the property management arena, we compete against independent local property management companies and the major national and international
commercial real estate property managers such as Jones Lang LaSalle and Cushman & Wakefield plc. While most of our property management
business comes from referrals in our local market, we compete on price and our ability to be on the ground and available to handle day-to-day
matters for our clients.

Our
real estate coaching business competes against other in-house training services operated by independent real estate brokerage agencies
and the international and national franchisors named above, as well as online providers including The Mike Ferry Organization, Keller
Williams Mega Agent Production Systems, Buffini and Co., Tony Robbins Coaching, Craig Proctor Coaching, and Tom Ferry Coaching. We compete
on the basis of personalized instruction, our mentorship program that provides a neophyte agent with an experienced coach to guide her
and answer questions on an on-going basis after the classroom instruction has ended.

Many
of our existing and potential competitors have substantial competitive advantages, including a larger national and international footprint
and more recognizable brand, greater financial resources, longer operating histories, a greater breadth of marketing coverage, more extensive
relationships in the residential and commercial real estate industry with brokers, agents, service providers and advertisers, stronger
relationships with third party data providers such as multiple listing services and listing aggregators, maintain their own in-house
software development, have access to larger user bases and greater intellectual property portfolios.

18

Government
Regulation

Overview

The
residential real estate industry is regulated by federal, state and local authorities as well as private associations or state sponsored
associations or organizations. We must comply with federal, state, and local laws, as well as private governing bodies’ regulations,
which, when combined, results in a highly regulated industry.

We
are also subject to federal and state regulations relating to employment, contractors, and compensation practices. Except for our employed
Company agents, all agents in our brokerage operations have been retained as independent contractors, either directly or indirectly through
our franchisors. With respect to these independent contractors, like most brokerage firms, we are subject to the Internal Revenue Service
regulations and applicable state law guidelines regarding independent contractor classification. These regulations and guidelines are
subject to judicial and agency interpretation.

Federal
Regulation

The
Real Estate Settlement Procedures Act of 1974, as amended (“RESPA”), became effective on June 20, 1975. RESPA requires lenders,
mortgage agents, or servicers of home loans to provide borrowers with pertinent and timely disclosures regarding the nature and costs
of the real estate settlement process. RESPA also protects borrowers against certain abusive practices, such as kickbacks, and places
limitations upon the use of escrow accounts. RESPA also requires detailed disclosures concerning the transfer, sale, or assignment of
mortgage servicing, as well as disclosures for mortgage escrow accounts. RESPA is administered and enforced by Consumer Financial Protection
Bureau (the “CFPB”). We are also subject to the Fair Housing Act of 1968 (the “FHA”) which prohibits discrimination
in the purchase or sale of homes and applies to real estate brokers and agents, among others. The FHA prohibits expressing any preference
or discrimination based on race, religion, sex, handicap, and certain other protected characteristics, and applies broadly to many forms
of advertising and communications. Other federal laws and regulations applicable to our business include (i) the Federal Truth in Lending
Act of 1969; (ii) the Federal Equal Credit Opportunity Act; (iii) the Federal Fair Credit Reporting Act; (iv) the Home Mortgage Disclosure
Act; (v) the Gramm-Leach-Bliley Act; (vi) the Consumer Financial Protection Act; (vii) the Fair and Accurate Credit Transactions Act;
and (viii) the Do Not Call/Do Not Fax Act and other federal and state laws pertaining to the privacy rights of consumers, our collection,
use, and disclosure of data collected from our website and mobile users, and the manner and circumstances under which we or third parties
may market and advertise our services to consumer which affects our opportunities to solicit new clients.

Our
business is also subject to various antitrust and competition laws, including the Sherman Antitrust Act, the Federal Trade Commission
Act, the Clayton Act, and other related federal, state, and provincial laws in the jurisdictions in which we operate. These laws prevent
anti-competitive behaviors such as price-fixing and other conduct that unreasonably restrains trade and competition. In 2021, the Department
of Justice (“DOJ”) withdrew its consent to a November 2020 proposed settlement with NAR concerning alleged anti-competitive
practices in real estate. While the DOJ dismissed its lawsuit against NAR in July 2021, it indicated a broader investigation into NAR’s
activities. In November 2021, NAR modified its rules to implement most of the changes the DOJ settlement sought. In January 2023, a court
set aside the DOJ’s new investigative demand related to NAR. The indirect and direct effects, if any, of this action upon the real
estate industry are not yet clear.

While
anti-competition enforcement has intensified across industries, there is a unique focus on the real estate industry in the United States
and Canada. For example, the White House issued an Executive Order in July 2021 identifying real estate brokerages and listings as an
area of focus. In 2018, a joint workshop by the DOJ and FTC addressed potential competition issues in the residential real estate sector
which could be the subject of future enforcement actions.

Beginning
in March 2019, lawsuits were filed against the NAR and a number of large real estate brokers around the country alleging antitrust violations.
We were not named as a defendant in any antitrust litigation.

On
March 15, 2024, the NAR announced an agreement that would end litigation of claims brought on behalf of home sellers related to broker
commissions. This settlement resolves claims against NAR and nearly every NAR member; all state, territorial and local REALTOR® associations;
all association-owned MLSs; and all brokerages with an NAR member as principal whose residential transaction volume in 2022 was $2 billion
or below and is subject to court approval. The settlement makes clear that NAR continues to deny any wrongdoing in connection with the
Multiple Listing Service cooperative compensation model rule (the MLS Model Rule) that was introduced in the 1990s in response to calls
from consumer protection advocates for buyer representation. Under the terms of the agreement, NAR would pay $418 million over approximately
four years (the “NAR Settlement”). In the settlement, effective mid-July 2024, NAR agreed to put in place a new rule prohibiting
offers of compensation on the MLS, as well as adopt new rules requiring written agreements between buyers and buyers’ agents. On
November 26, 2024, the NAR Settlement was granted over objections. Some class members objected to the settlement and appealed to
the Eighth Circuit Court of Appeals. The appeals are still pending, and the settlement cannot become final or distribute benefits
until they are resolved. If the NAR Settlement is sustained on appeal, it is expected to resolve claims against the NAR and certain companies
related to this matter. However, the direct and indirect effects, if any, of the judgment upon the real estate industry are not yet entirely
clear.

19

These
lawsuits, together with similar lawsuits against other businesses in our industry, have prompted discussion of regulatory changes to
rules established by local or state real estate boards or MLSs. At this time, we do not believe to be negatively affected by such lawsuits
due to flexibility of our agent-centric commission model, creating multiple revenue streams for our agents, and due to our consumer-centric
technology model. However, the resolution of the antitrust litigation and/or other regulatory changes may require changes to our or our
brokers’ business models, including changes in agent and broker compensation. This could reduce the fees we receive from our affiliated
real estate professionals, which, in turn, could adversely affect our financial condition and results of operations.

Internationally,
our operations are also subject to laws against improper payments, including the U.S. Foreign Corrupt Practices Act and similar global
regulations.

State
and Local Regulation

We
are subject to state real estate and brokerage licensing laws and requirements that vary from state to state. In general, all individuals
and entities lawfully conducting businesses as real estate agents or sales associates must be licensed in the state in which they carry
on business and must at all times be in compliance.

Real
estate brokers are required to be employed by the brokerage firm or as an independent contractor and the broker may work for another
broker conducting business on behalf of the sponsoring broker. Generally, attorneys may act as brokers in some states without being separately
licensed.

States
may require a person licensed as a real estate agent, sales associate or salesperson, to be affiliated with a broker, as either an employee
or an independent contractor, in order to engage in licensed real estate brokerage activities or allow the agent, sales associate or
salesperson to work for another agent, sales associate or salesperson conducting business on behalf of the sponsoring agent, sales associate
or salesperson.

Engaging
in the real estate brokerage business requires obtaining a real estate broker license (although in some states the licenses are personal
to individual agents). In order to obtain this license, most jurisdictions require that a member or manager be licensed individually
as a real estate broker in that jurisdiction. If applicable, this member or manager is responsible for supervising the licensees and
the entity’s real estate brokerage activities within the state.

Real
estate licensees, whether they are salespersons, individuals, agents or entities, must follow the state’s real estate licensing
laws and regulations. These laws and regulations generally specify minimum duties and obligations of these licensees to their clients
and the public, as well as standards for the conduct of business, including contract and disclosure requirements, record keeping requirements,
requirements for local offices, escrow trust fund management, agency representation, advertising regulations and fair housing requirements.
Our Company’s management and our franchisors provide oversight with respect to the observance of the statutes and regulations set
forth in each state where we or our franchisors, respectively, operate.

Many
jurisdictions have local county or city regulations that govern the conduct of the real estate brokerage business. Local regulations
generally require additional disclosures by the parties to a real estate transaction or their agents, or the receipt of reports or certifications,
often from the local governmental authority, prior to the closing or settlement of a real estate transaction as well as prescribed review
and approval periods for documentation and broker conditions for review and approval.

20

Other
regulation

We
are also subject to rules established by private real estate groups and/or trade organizations, including, among others, the NAR, state
and local associations of realtors, local MLS and homeowners’ associations that have rules governing the sale of properties within
their neighborhoods. Each third-party organization generally has prescribed policies, bylaws, codes of ethics or conduct, and fees and
rules governing the actions of members in dealings with other members, clients and the public, as well as how the third-party organization’s
brand and services may or might not be deployed or displayed.

Human
Capital Resources

As
of May 31, 2026, we had 43 full-time employees in our Company and our majority owned subsidiaries, and 2,842 real estate agents that
are independent contractors with Realty and other subsidiaries of the Company. Our operations are overseen directly by our management.
Our management functions cover corporate administration, training, agent relations, business development, technology, and research. We
intend to expand our current management to retain skilled employees with experience relevant to our business. Our management’s
relationships with our agents and technology team are good. We do not have any collective bargaining agreements, and our employees are
not represented by a union.

Our
human capital resources objectives include, as applicable, identifying, recruiting, retaining, incentivizing and integrating
our existing and new employees, advisors and consultants. The principal purposes of our equity and cash incentive plans are to attract,
retain and reward personnel through the granting of stock-based and cash-based compensation awards, in order to increase stockholder
value and the success of our Company by motivating such individuals to perform to the best of their abilities and achieve our objectives.

Available
Information

Our
website address is www.larosaholdings.com. Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on
Form 8-K, any amendments to those reports, proxy and registration statements filed or furnished with the SEC, are available free of charge
through our website. We make these materials available through our website as soon as reasonably practicable after we electronically
file such materials with, or furnish such materials to, the SEC. The reports filed with the SEC by our executive officers and directors
pursuant to Section 16 under the Exchange Act are also made available, free of charge on our website, as soon as reasonably practicable
after copies of those filings are provided to us by those persons. These materials can be accessed through the “Financial Filings”
section of our website. The information contained in, or that can be accessed through, our website is not part of this Comprehensive
Form 10-K.