MSP Recovery (MSPR) files resale for 56,896 shares and secures $0.3M advance

Rhea-AI Filing Summary

MSP Recovery, Inc. filed a prospectus supplement covering the resale by selling securityholders of up to 56,896 shares of Class A Common Stock. This includes 28,572 shares issuable upon exercise of VRM warrants, 2,858 shares issued to VRP and 14,286 shares issuable upon exercise of a VRP warrant, and 11,180 shares issued to Palantir as consideration for products and services. The VRM and VRP warrants carry a low $0.0175 per share exercise price, so any exercise would generate only nominal proceeds for the company. A 1-for-7 reverse stock split became effective on September 1, 2025, and all share data here reflects that split.

MSP Recovery also entered into a July 8, 2026 letter agreement with VRM MSP Recovery Partners, LLC, under which VRM agreed to provide a one-time $0.3 million advance to support operating expenses under a previously approved budget. VRM emphasized that this is a one-time accommodation, does not obligate it to provide future funding, and does not change the priority of its existing liens or constitute a novation of existing obligations.

Filing Explained

MSP disclosed a one-time $0.3 million advance while registering up to 56,896 shares for resale without reporting a current sale or warrant exercise.

The July 13, 2026 424B3 supplement updates MSP Recovery's existing prospectus, which is part of a Form S-1 registration statement. It registers up to 56,896 Class A common shares for sale from time to time by the securityholders identified in the filing; registration itself does not sell the shares. The attached July 8, 2026 Form 8-K reports that VRM agreed to provide a one-time $0.3 million advance for specified operating expenses, while expressly taking on no obligation to provide future funding.

The supplement says that 2,858 shares were issued to VRP and 11,180 shares were issued to Palantir as consideration for services, while up to 28,572 shares under VRM warrants and up to 14,286 shares under a VRP warrant are issuable upon exercise. The warrant exercise price is $0.0175 per share, so the filing says any resulting proceeds would be nominal. The disclosed states are registration, existing issued shares, and shares issuable upon exercise—not a reported completed sale or warrant exercise.

The supplement also reflects a 1-for-7 reverse split effective September 1, 2025; a reverse split reduces the share count and proportionally raises the per-share price without changing company value by the split itself. The latest quarterly report, for the period ended September 30, 2025, showed $1,821,000 of cash and equivalents and $3,405,000 of operating cash outflow; the reported cash equals 48.1 days of the last reported operating cash use. That comparison is historical and does not establish current cash availability or recurring funding.

A later filing would be needed to establish whether the agreed advance was provided and whether the registered shares were sold or the warrants exercised.

Sources and calculations

• MSP Recovery Form 424B3 supplement and attached Form 8-K (2026-07-13)
• Form S-1 purpose (reference)
• Reverse stock split (reference)
• MSP Recovery latest quarterly fundamentals (2025Q3)

• Cash and equivalents vs quarterly operating cash outflow, in days of cash use $1,821,000 / ($3,405,000 / 90) = [object Object]

Key Figures

Resale shares: 56,896 shares VRM warrant shares: 28,572 shares VRP issued and warrant shares: 2,858 and 14,286 shares +5 more

8 metrics

Resale shares 56,896 shares Total Class A Common Stock covered for resale by selling securityholders

VRM warrant shares 28,572 shares Class A Common Stock issuable upon exercise of VRM Warrants

VRP issued and warrant shares 2,858 and 14,286 shares Shares issued to VRP and issuable upon exercise of the VRP Warrant

Palantir consideration shares 11,180 shares Class A Common Stock issued to Palantir for products and services

Warrant exercise price $0.0175 per share Exercise price of VRM Warrants and VRP Warrant; yields only nominal proceeds

Common stock closing price $0.0185 per share Closing price of MSPR on July 10, 2026

One-time advance from VRM $0.3 million Additional Advance to support certain operating expenses under approved budget

Reverse stock split ratio 1-for-7 Reverse Split of common stock effective September 1, 2025

Key Terms

prospectus supplement, reverse stock split, Master Transaction Agreement, Amended and Restated Security Agreement, +1 more

5 terms

prospectus supplement regulatory

"This prospectus supplement no. 54 amends and supplements the prospectus"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

reverse stock split financial

"to effect a 1-for-7 reverse stock split of the Company’s common stock"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

Master Transaction Agreement regulatory

"including the Master Transaction Agreement, dated March 9, 2022"

A master transaction agreement is a single, standing contract that lays out the general rules, responsibilities and pricing for multiple related deals between the same parties, so each new transaction can proceed quickly without renegotiating core terms. For investors it matters because it reduces legal and execution risk, clarifies future cash flows and obligations, and makes it easier to assess ongoing business relationships—like having a regular rental lease instead of signing a new lease each month.

Amended and Restated Security Agreement regulatory

"and the Amended and Restated Security Agreement, dated September 11, 2023"

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Offering Details

shelf/secondary/shelf/ATM

Offering

Offering Type shelf/secondary/shelf/ATM

Use of Proceeds Company states any proceeds from warrant exercises at $0.0175 per share would be nominal.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/13/2026 - 04:10 PM Accepted by SEC EDGAR 07/13/2026 - 04:09 PM Learn about SEC filing dates

FAQ

What is MSPR registering in Prospectus Supplement No. 54?

MSP Recovery, Inc. is registering the resale of up to 56,896 shares of Class A Common Stock by selling securityholders, including shares issued or issuable to VRM, VRP, and Palantir under prior agreements.

How are the 56,896 MSPR shares allocated among VRM, VRP, and Palantir?

The resale covers 28,572 shares issuable upon exercise of VRM warrants, 2,858 shares issued to VRP and 14,286 shares issuable upon a VRP warrant, plus 11,180 shares issued to Palantir for products and services.

What proceeds will MSPR receive from the VRM and VRP warrant exercises?

The VRM and VRP warrants have an exercise price of $0.0175 per share. The company states that, if exercised, it would receive only nominal proceeds from these warrant exercises.

What recent financing arrangement did MSPR enter with VRM on July 8, 2026?

MSP Recovery entered a July 2026 letter agreement where VRM agreed to provide a one-time $0.3 million advance to support operating expenses under a VRM-approved budget, without any obligation to provide future funding.

How did MSPR’s reverse stock split affect the share information in this filing?

Effective September 1, 2025, MSP Recovery implemented a 1-for-7 reverse stock split. The company states that all share and per-share information in this prospectus supplement has been adjusted to reflect that reverse split.

Where are MSPR’s securities traded and what were recent prices?

MSP Recovery’s Common Stock, Public Warrants, and New Warrants trade on OTC Markets as “MSPR,” “MSPRZ,” and “MSPRW.” On July 10, 2026, the common stock closed at $0.0185 per share, with warrants at $0.0058 and $0.0001.

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-279958

PROSPECTUS SUPPLEMENT NO. 54

(to Prospectus dated October 4, 2024)

 

MSP RECOVERY, INC.

56,896 Shares of Class A Common Stock

This prospectus supplement no. 54 amends and supplements the prospectus dated October 4, 2024 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (No. 333-279958). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on July 13, 2026 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.

This prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus (the “Selling Securityholders”), or their permitted transferees, of up to 56,896 shares of our Class A Common Stock, par value $0.0001 per share, including: (i) up to 28,572 shares of our Class A Common Stock issuable upon exercise of warrants (the “VRM Warrants”) issued to Virage Recovery Master, LP (“VRM”) pursuant to the MTA Amendment No. 2 and Amendment to the Amended and Restated Security Agreement (the “Second Virage MTA Amendment”) dated November 13, 2023; (ii) 2,858 shares of our Class A Common Stock issued to Virage Recovery Participation LP (“VRP”) and up to 14,286 shares of our Class A Common Stock issuable upon exercise of a warrant issued to VRP (the “VRP Warrant”), in partial satisfaction of amounts owed by the Company pursuant to that certain Services Agreement dated May 20, 2022 between Virage Capital Management LP (“Virage”) and the Company; and (iii) 11,180 shares of our Class A Common Stock issued to Palantir Technologies, Inc. (“Palantir”) as consideration for certain products and services rendered by Palantir. As the exercise price of the VRM Warrants and the VRP Warrant is only $0.0175 per share, should the VRM Warrants or the VRP Warrant be exercised, we would only receive nominal proceeds therefrom.

Our Common Stock, Public Warrants and New Warrants are listed on OTC Markets under the symbols “MSPR,” “MSPRZ,” and “MSPRW.” On July 10, 2026, the closing price of Common Stock was $0.0185 per share, the closing price of our Public Warrants was $0.0058 per warrant and the closing price of our New Warrants was $0.0001 per warrant. 

Effective at 11:59 PM EDT on September 1, 2025, the Company amended its Second Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware to effect a 1-for-7 reverse stock split of the Company’s common stock (the “Reverse Split”). Unless otherwise noted, the share and per share information in this Prospectus Supplement No. 54 have been adjusted to give effect to the Reverse Split.

Investing in our securities involves risks. Before you invest in our securities, please carefully read the information provided in the “Risk Factors” section beginning on page 9 of the Prospectus and any in any applicable prospectus supplement, and Item IA of our Annual Report on Form 10-K for the fiscal year ending December 31, 2024, filed with the SEC on April 16, 2025.

Neither the SEC nor any state securities commission has approved or disapproved of the securities to be issued under the Prospectus or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is July 13, 2026.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 8, 2026

MSP Recovery, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-39445		84-4117825
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

3525 NW 7th Street Miami, Florida		33125
(Address of principal executive offices)		(Zip Code)

(305) 614-2222

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock, $0.0001 par value per share		MSPR		OTC Market Group, Inc.
Redeemable warrants, each lot of 4,375 warrants exercisable for one share of Class A common stock at an exercise price of $50,312.50 per share		MSPRW		OTC Market Group, Inc.
Redeemable warrants, each lot of 4,375 warrants exercisable for one share of Class A common stock at an exercise price of $0.4375 per share		MSPRZ		OTC Market Group, Inc.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement

On July 8, 2026, MSP Recovery, Inc. (the “Company”) entered into a letter agreement (the “July 2026 VRM Letter Agreement”) with VRM MSP Recovery Partners, LLC (“VRM”), pursuant to which VRM agreed to provide a one-time advance of $0.3 million (the “Additional Advance”) to support certain operating expenses of the Company, in accordance with an operating budget previously approved by VRM.

The July 2026 VRM Letter Agreement provides that the Additional Advance is a one-time accommodation and does not obligate VRM or its affiliates to provide any future funding. VRM expressly reserved all rights under the existing transaction documents governing the parties’ relationship.

In connection with the Additional Advance, the Company and VRM also agreed to certain amendments and supplements to the parties’ existing contractual arrangements, including the Master Transaction Agreement, dated March 9, 2022 (as amended, the “MTA”), and the Amended and Restated Security Agreement, dated September 11, 2023 (as amended, the “Security Agreement”).

Among other things, pursuant to the July 2026 VRM Letter Agreement:

● the Company agreed to irrevocably direct payors of claims recovery proceeds, other than Excluded Proceeds, to remit such proceeds to designated collection accounts subject to VRM’s control or otherwise maintained pursuant to arrangements acceptable to VRM, where such proceeds will be administered in accordance with the July 2026 VRM Letter Agreement;

● the parties amended procedures governing the receipt, allocation, and distribution of claims recovery proceeds through such collection accounts, including procedures intended to recognize amounts payable to third-party owners, lienholders, and legal counsel prior to application of remaining proceeds in accordance with the parties’ contractual arrangements;

● the Company agreed that, until otherwise directed by VRM, claims recovery proceeds otherwise payable to the Company (other than excluded proceeds and amounts payable to third parties) will be remitted to a VRM and/or the applicable joint venture entity bank account or the Company’s bank account which VRM holds a control agreement, with amounts received first being applied to reimburse prior advances and the Additional Advance before being applied toward the VRM Full Return (as defined in the MTA);

● the Company agreed to provide VRM with additional claims data relating to claims subject to VRM’s security interests in order to facilitate the determination of ownership interests, lien priorities, and distributions of claims recovery proceeds; and

● the parties amended the MTA and the Security Agreement to remove the “Operating Reserve” and the “Reserve Account” from the definition of excluded collateral (or Excluded Property), with the result that such amounts are subject to VRM’s security interests under the Security Agreement. As a result of this amendment, amounts previously constituting the Operating Reserve and Reserve Account are no longer excluded from the collateral securing the Company’s obligations under the Security Agreement.

The July 2026 VRM Letter Agreement further provides that it is not intended to constitute a novation of any obligations under the existing transaction documents or otherwise affect the priority of VRM’s existing liens, except as expressly provided therein.

The foregoing description of the July 2026 VRM Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the July 2026 VRM Letter Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. Unless otherwise indicated, capitalized terms used but not defined in this Item 1.01 have the meanings assigned to them in the July 2026 VRM Letter Agreement.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

To the extent required by Item 2.03 of Form 8-K, the information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

1

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
10.1		Virage Letter Agreement dated July 8, 2026
10.2		MTA Amendment No. 3 and Amendment No. 2 to the Amended and Restated Security Agreement
10.3		MTA Amendment No. 2 and Amendment to the Amended and Restated Security Agreement
10.4		Master Transaction Agreement Amendment dated April 11, 2023
10.5		Master Transaction Agreement
10.6		Amended and Restated Security Agreement
10.7		Amendment No. 4 to the Amended and Restated Security Agreement dated August 26, 2025
104		Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: July 13, 2026	MSP RECOVERY, INC.
	By:	/s/ Thomas W. Hawkins
	Name:	Thomas W. Hawkins
	Title:	Director and Member of the Special Committee

3