MSP Recovery (OTC: MSPR) registers 56,896 shares; OTC move to Expert Market

Rhea-AI Filing Summary

MSP Recovery, Inc. registered 56,896 shares of Class A Common Stock for resale by selling securityholders under Prospectus Supplement No. 53, including shares issuable on specified warrants and shares issued as consideration.

The supplement attaches a Form 8-K disclosing the Company is delinquent in its SEC filings and was notified by OTC Markets that its publicly traded securities will be moved to the Expert Market, effective on or around July 17, 2026, because the Company does not expect to regain current reporting status by the end of the grace period. The prospectus notes a 1-for-7 reverse stock split effective September 1, 2025, and states exercise prices on certain warrants are nominal ($0.0175), so proceeds on any exercises would be nominal.

Insights

Market Structure Analyst

Delinquent filings trigger OTC Market tier change to Expert Market; resale registration adds potential supply.

The filing registers 56,896 shares for resale by selling securityholders, including shares issuable upon exercise of low-exercise-price warrants. The prospectus supplement clarifies these amounts and the 1-for-7 Reverse Split adjustment.

OTC Markets notified the company that its securities will move to the Expert Market effective July 17, 2026, because the company has not filed required reports. Quotes on the Expert Market are unsolicited and available mainly to broker-dealers, institutions, and sophisticated investors; timing and trading activity will depend on market participant interest and future filings.

Securities Offering Specialist

Registered resale is administrative; warrants have nominal exercise economics.

The prospectus supplement lists components of the 56,896 shares registration, including 28,572 shares issuable upon exercise of VRM Warrants, 2,858 shares issued to VRP plus up to 14,286 shares issuable on a VRP Warrant, and 11,180 shares issued to Palantir.

The document states the VRM and VRP warrant exercise price is $0.0175 per share; any issuer proceeds from exercises would be nominal. Cash-flow treatment for resale transactions is governed by selling holders; the prospectus identifies the sellers rather than primary proceeds to the company.

Key Figures

Registered shares: 56,896 shares VRM warrant shares: 28,572 shares VRP issued and warrant shares: 2,858 shares issued; up to 14,286 issuable +3 more

6 metrics

Registered shares 56,896 shares Prospectus Supplement No. 53

VRM warrant shares 28,572 shares issuable upon exercise of VRM Warrants

VRP issued and warrant shares 2,858 shares issued; up to 14,286 issuable partial satisfaction under Services Agreement

Palantir consideration shares 11,180 shares issued as consideration for products and services

Warrant exercise price $0.0175 per share VRM and VRP warrants exercise price

Common stock closing price $0.0198 per share closing price on July 7, 2026

Key Terms

Expert Market, Selling Securityholders, Reverse Split, VRM Warrants

4 terms

Expert Market market

"trading of its Class A common stock and publicly traded warrants will move to the OTC Markets Group’s "Expert Market""

An expert market is a trading venue or segment where a designated professional or market maker actively runs the buying and selling process for certain securities, especially those that are complex or thinly traded. Like an auctioneer at a niche market who knows the products and keeps transactions flowing, the expert helps set fair prices and provide liquidity; for investors this affects how easily they can trade, the transparency of prices, and potential costs or risks when buying or selling.

Selling Securityholders regulatory

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

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.

Reverse Split financial

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

A reverse split is when a company reduces the number of its outstanding shares by combining several existing shares into one new share, so the price per share rises proportionally while the company’s overall value stays the same. Investors care because it can make a stock appear more respectable or meet exchange rules — like turning many small coins into a single larger bill — but it can also signal financial trouble and often affects trading liquidity and investor perception.

VRM Warrants financial

"issuable upon exercise of warrants (the "VRM Warrants") issued to Virage Recovery Master, LP ("VRM")"

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

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Available on EDGAR 07/08/2026 - 04:04 PM Accepted by SEC EDGAR 07/08/2026 - 04:02 PM Learn about SEC filing dates

FAQ

What does MSPR's prospectus supplement No. 53 register?

It registers 56,896 shares of Class A Common Stock for resale by selling securityholders, including shares issuable upon certain warrants and shares issued as consideration to Palantir.

Will MSP Recovery receive significant proceeds if warrants are exercised?

No. The VRM and VRP warrants have an exercise price of $0.0175 per share, so any proceeds to the company from those exercises would be nominal, as stated in the supplement.

Why will MSP Recovery securities move to the OTC Expert Market?

OTC Markets notified MSP Recovery that its securities will move to the Expert Market effective July 17, 2026 because the company has not filed required SEC reports and does not expect to regain current reporting status by the grace-period deadline.

What trading limitations apply on the Expert Market for MSPR?

The Expert Market provides unsolicited quotes only; broker-dealers may publish quotes for certain retail and institutional orders but trading liquidity is generally limited to sophisticated participants.

Did MSP Recovery effect a reverse split and when?

Yes. The company effected a 1-for-7 reverse stock split of common stock effective at 11:59 PM EDT on September 1, 2025, and share figures in the supplement are adjusted accordingly.

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-279958

PROSPECTUS SUPPLEMENT NO. 53

(to Prospectus dated October 4, 2024)

MSP RECOVERY, INC.

56,896 Shares of Class A Common Stock

This prospectus supplement no. 53 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 8, 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 7, 2026, the closing price of Common Stock was $0.0198 per share, the closing price of our Public Warrants was $0.0045 per warrant and the closing price of our New Warrants was $0.0002 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. 53 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 8, 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 6, 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 8.01. Other Events.

As previously reported, MSP Recovery, Inc. (the “Company”) has not filed its Annual Report on Form 10-K for the period ending December 31, 2025 or its Quarterly Report on Form 10-Q for the period ending March 31, 2026 (collectively, the “Delayed Reports”) with the Securities and Exchange Commission (“SEC”). Companies that are not current in their SEC reporting obligations in accordance with the provisions of Rule 15c2-11, promulgated under the Securities Exchange Act of 1934, as amended, do not have current information publicly available, and thus do not meet the requirements for ongoing quoting of their securities on one of the public markets operated by the OTC Markets Group.

On July 6, 2026, the Company was informed by the OTC Markets Group that the trading of its Class A common stock and publicly traded warrants (the “Publicly Traded Securities”) will move from OTC Pink Limited Information market tier to the OTC Markets Group’s “Expert Market” on or around July 17, 2026, unless it regains compliance in its financial filings. The Company does not expect that the Delayed Reports will be filed with the SEC by July 17, 2026, the end of the grace period for the Company to have current information publicly available. Accordingly, the Company’s Publicly Traded Securities will be designated for quoting on the Expert Market, effective July 17, 2026.

The Expert Market is available for unsolicited quotes only, meaning broker-dealers may use the Expert Market to publish unsolicited quotes representing orders from certain retail and institutional investors who are not affiliates or insiders of the Company. Quotations in Expert Market securities are made available to broker-dealers, institutions, and other sophisticated investors.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
104		Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).

1

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.

	MSP RECOVERY, INC.
Dated: July 8, 2026
	By:	/s/ John H. Ruiz
	Name:	John H. Ruiz
	Title:	Chief Executive Officer

2