[Form 4] La Rosa Holding Corp. Insider Trading Activity

Filing Impact

(High)

Filing Sentiment

(Very Negative)

Form Type

Rhea-AI Filing Summary

On 15 Jul 2025, XBP Americas, LLC, a wholly-owned subsidiary of XBP Europe Holdings, Inc. (Nasdaq: XBP / XBPEW), closed the acquisition of 100% of Exela Technologies BPA, LLC and its subsidiaries (the 鈥淏PA Group鈥�) from Exela Technologies, Inc. under the Membership Interest Purchase Agreement signed 3 Jul 2025.

The purchase price was only $1.00 because the BPA Group is operating under Chapter 11 bankruptcy (case 鈥淚n re DocuData Solutions, L.C.鈥�) and carries substantial encumbrances. The deal is classified as a related-party transaction as both buyer and seller share common ownership.

The transaction contains conditions subsequent: if the bankruptcy reorganization plan is not effective or other conditions are unmet by 7 Aug 2025, XBP can rescind the purchase. The filing provides no pro-forma financials, synergies or earnings guidance.

Key implications: XBP gains potential upside from a distressed asset at minimal cash cost but assumes restructuring risk and faces governance scrutiny due to the affiliated nature of the deal.

Insights

TL;DR: Nominal $1 purchase of bankrupt BPA Group adds scope but embeds restructuring risk; related-party nature heightens governance scrutiny鈥攊mpact modest but watch conditions.

The consideration signals that liabilities likely outweigh assets, so value depends on a successful Chapter 11 reorganization. Because rescission is allowed until 7 Aug 2025, the closing is provisional, limiting immediate balance-sheet impact. Strategic upside exists if BPA鈥檚 client relationships survive bankruptcy, yet integration costs and potential claims could offset gains. Investors should track court milestones and any forthcoming pro-forma disclosures before revising forecasts.

TL;DR: Related-party $1 deal raises conflict-of-interest and liability concerns; investors need transparency on liabilities and condition fulfilment before Aug 7.

Common ownership complicates independence of the valuation and approval process. Absence of fairness opinion or independent director review is not addressed, elevating minority-shareholder risk. The short window for rescission suggests unfinished due diligence. Governance best practice would require detailed disclosure of assumed obligations and board oversight; the filing is silent on these areas, skewing risk to the downside until additional information is provided.

07/21/2025 - 05:24 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

LA ROSA JOSEPH

(Last)

(First)

(Middle)

1420 CELEBRATION BLVD.

2ND FLOOR

(Street)

CELEBRATION

34747

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
La Rosa Holdings Corp. [ LRHC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO, interim CFO

3. Date of Earliest Transaction (Month/Day/Year)
07/17/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/17/2025		P		75,000	A	$7.64	180,272⁽⁵⁾	D⁽¹⁾⁽²⁾
Common Stock	07/07/2025		P		75,000	A	$7.64	180,272⁽⁵⁾	I⁽¹⁾⁽²⁾	By Spouse
Common Stock								47,500⁽⁵⁾	I	By Trust⁽³⁾
Common Stock								4⁽⁵⁾	I	By LLC⁽⁴⁾
Common Stock								750⁽⁵⁾	I	By children

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant to Purchase Common Stock	$0.135⁽⁶⁾	07/17/2025		S			1,851,852⁽⁶⁾	12/02/2022	12/02/2027	Common Stock	1,851,852⁽⁶⁾	$7.64	0	D⁽¹⁾⁽²⁾
Warrant to Purchase Common Stock	$0.135⁽⁶⁾	07/17/2025		S			1,851,852⁽⁶⁾	12/02/2022	12/02/2027	Common Stock	1,851,852⁽⁶⁾	$7.64	0	I⁽¹⁾⁽²⁾	By Spouse

1. Name and Address of Reporting Person^*

LA ROSA JOSEPH

(Last)

(First)

(Middle)

1420 CELEBRATION BLVD.

2ND FLOOR

(Street)

CELEBRATION

34747

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO, interim CFO

1. Name and Address of Reporting Person^*

LA ROSA DEANA

(Last)

(First)

(Middle)

1420 CELEBRATION BLVD.

2ND FLOOR

(Street)

CELEBRATION

34747

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Operating Officer

Explanation of Responses:

1. This form is filed jointly by each of the reporting persons listed above. Joseph La Rosa and Deana La Rosa, Issuer's Chief Operating Officer, are husband and wife. Mr. La Rosa owns the shares of common stock directly and Ms. La Rosa owns them indirectly as Mr. La Rosa's spouse.

2. Represents a single issuance of shares of common stock of the Issuer to Mr. La Rosa, pursuant to Exchange Agreement between the Issuer and Mr. La Rosa signed on July 17, 2025.

3. Owned by JLR-JCCLT1 Land Trust, controlled by Mr. Joseph La Rosa. Mr. Joseph La Rosa is the trustee of the trust.

4. Owned by Celebration Office Condos, LLC, a company owned and controlled by Joseph La Rosa.

5. As adjusted for 1-for-80 reverse stock split effected by the Issuer on July 7, 2025.

6. This warrant was previously reported covering 50,000 shares of common stock at an exercise price of $5 per share, but was adjusted as follows pursuant to anti-dilution provisions of the warrant: 1)on 02/20/24 the number of shares underlying the warrant was adjusted to 166,667 shares and the exercise price was adjusted to $1.5; 2)on 08/16/24 the number of shares was adjusted to 423,729 shares and the exercise price was adjusted to $0.59; 3)on 11/01/24 the number of shares was adjusted to 667,913 shares and the exercise price was adjusted to $0.3743; 4)on 02/20/25 the number of shares was adjusted to 1,048,218 shares and the exercise price was adjusted to $0.2385; 4)on 03/10/2025 the number of shares was adjusted to 1,331,913 shares and the exercise price was adjusted to $0.1877; 6)on 04/21/25 the number of shares was adjusted to 1,851,852 shares and the exercise price was adjusted to $0.135.

	/s/ Joseph La Rosa	07/21/2025
	/s/ Deana La Rosa	07/21/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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