MSP Recovery (MSPR) adds $0.3M VRM advance, registers 32,220 shares for resale

Rhea-AI Filing Summary

MSP Recovery, Inc. filed a prospectus supplement covering the resale by selling securityholders of up to 32,220 shares of Class A Common Stock, including 15,239 shares issuable upon exercise of the CPIA Warrant held by Brickell Key Investments LP. The CPIA Warrant has an exercise price of $0.4375 per share, and the company states it would receive only nominal proceeds if it is exercised. Class A common stock, Public Warrants, and New Warrants trade on OTC Markets under the symbols MSPR, MSPRZ, and MSPRW, with closing prices on July 10, 2026 of $0.0185, $0.0058, and $0.0001, respectively. Effective September 1, 2025, a 1‑for‑7 reverse stock split was implemented, and the share data reflect this split.

Separately, MSP Recovery entered into a July 2026 VRM Letter Agreement under which VRM MSP Recovery Partners, LLC agreed to provide a one‑time $0.3 million advance to support operating expenses under a VRM‑approved budget. The advance is described as a one‑time accommodation and does not obligate VRM or its affiliates to provide additional funding. The agreement also includes amendments to the existing Master Transaction Agreement and Amended and Restated Security Agreement while preserving VRM’s existing lien priority, and it is characterized as creating a direct financial obligation.

Filing Explained

MSP Recovery secured a one-time $0.3 million operating advance; the 32,220-share registration creates resale capacity, not a completed issuance or sale.

The July 13, 2026 Form 424B3 updates a resale prospectus with a July 8, 2026 agreement under which MSP Recovery receives a one-time $0.3 million advance for certain operating expenses, with no future funding committed.

The supplement covers up to 32,220 Class A shares for resale by selling securityholders, including up to 15,239 shares issuable upon exercise of the CPIA Warrant; registration permits an offer and sale but does not establish that the shares have been sold.

The advance is a disclosed direct financial obligation, while the share amount is a maximum resale capacity and the warrant-linked shares remain conditional on exercise.

The agreement is expressly a one-time accommodation, does not novate existing obligations, and leaves VRM’s existing lien priority unaffected except as expressly provided.

As of September 30, 2025, the latest quarterly report showed cash of $1,821,000 and quarterly operating cash flow of -$3,405,000; the supplied comparison expresses that cash as 48.1 days of the last reported operating cash use.

The July 8, 2026 agreement and the 32,220-share resale ceiling are the key follow-up points because this supplement does not state that the warrant was exercised or that the registered shares were sold.

Sources and calculations

• MSP Recovery Form 424B3 and attached Form 8-K (2026-07-13)
• Form S-1 purpose (undated)
• 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 registration size: 32,220 shares of Class A Common Stock Warrant shares included: 15,239 shares of Class A Common Stock CPIA Warrant exercise price: $0.4375 per share +5 more

8 metrics

Resale registration size 32,220 shares of Class A Common Stock Total Resale Shares offered by selling securityholders

Warrant shares included 15,239 shares of Class A Common Stock Shares issuable upon exercise of the CPIA Warrant

CPIA Warrant exercise price $0.4375 per share Exercise price for Class A Common Stock Underlying Warrant

Common stock market price $0.0185 per share Closing price of Common Stock on July 10, 2026

Public Warrants price $0.0058 per warrant Closing price of Public Warrants on July 10, 2026

New Warrants price $0.0001 per warrant Closing price of New Warrants on July 10, 2026

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

VRM one-time advance $0.3 million Additional Advance to support operating expenses under July 2026 VRM Letter Agreement

Key Terms

reverse stock split, Master Transaction Agreement, Amended and Restated Security Agreement, selling securityholders, +1 more

5 terms

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"

selling securityholders financial

"offer and sale from time to time by the selling securityholders named"

Selling securityholders are existing owners of a company's stocks or other tradable claims who are offering some or all of their holdings for sale in a public offering or secondary transaction. Investors watch these sellers because large or insider sales can increase the number of shares available, put downward pressure on price, and signal insiders’ views about future prospects—much like many people selling tickets at once can change the market for an event.

direct financial obligation financial

"Creation of a Direct Financial Obligation or an Obligation under"

Offering Details

secondary

Offering

Offering Type secondary

Use of Proceeds Company expects only nominal proceeds, and only upon any exercise of the CPIA Warrant at $0.4375 per share.

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 - 04:08 PM Learn about SEC filing dates

FAQ

What amount of MSPR Class A common stock is covered in this resale prospectus supplement?

The prospectus supplement covers the resale of up to 32,220 shares of MSP Recovery, Inc. Class A Common Stock. This total includes 15,239 shares issuable upon exercise of the CPIA Warrant held by Brickell Key Investments LP.

What is the exercise price of the CPIA Warrant mentioned for MSPR?

The CPIA Warrant has an exercise price of $0.4375 per share. MSP Recovery notes that because of this pricing, it would receive only nominal proceeds if the CPIA Holder chooses to exercise the warrant.

How did MSP Recovery (MSPR) modify its share structure with the reverse split?

MSP Recovery implemented a 1‑for‑7 reverse stock split effective at 11:59 PM EDT on September 1, 2025. All share and per‑share figures in the prospectus supplement are adjusted to reflect this Reverse Split.

What recent financing did MSP Recovery (MSPR) obtain from VRM?

On July 8, 2026, VRM MSP Recovery Partners, LLC agreed to provide a one‑time $0.3 million advance to support MSP Recovery’s operating expenses. The agreement states this is a single accommodation and does not commit VRM to future funding.

What are the recent OTC trading prices for MSPR stock and warrants?

On July 10, 2026, MSP Recovery’s Class A Common Stock closed at $0.0185 per share. Its Public Warrants closed at $0.0058 per warrant, and its New Warrants closed at $0.0001 per warrant on OTC Markets.

How does the VRM Letter Agreement affect MSP Recovery’s existing security arrangements?

The July 2026 VRM Letter Agreement amends the Master Transaction Agreement and Amended and Restated Security Agreement, while stating it does not constitute a novation and does not alter VRM’s existing lien priority except as expressly provided.

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-268616

PROSPECTUS SUPPLEMENT NO. 65

(to Prospectus dated May 4, 2024)

 

MSP RECOVERY, INC.

32,220 Shares of Class A Common Stock

This prospectus supplement no. 65 amends and supplements the prospectus dated May 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. 333-268616). 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 32,220 shares of our Class A Common Stock, par value $0.0001 per share, held by the Selling Securityholders (the “Total Resale Shares”), including up to 15,239 shares of our Class A Common Stock issuable upon exercise of the Class A Common Stock Underlying Warrant (the “CPIA Warrant”) pursuant to an Amendment to the Claim Proceeds Investment Agreement (the “Amendment”) and a Warrant Agreement (the “Warrant Agreement”) with Brickell Key Investments LP (the “CPIA Holder”). As the exercise price of the CPIA Warrant is only $0.4375 per share, should the CPIA Holder exercise the CPIA Warrant, 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. 65 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.

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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).

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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