MSP Recovery shares to move to OTC Expert Market

MSP Recovery, Inc. reports that its Class A common stock and publicly traded warrants will be moved by OTC Markets Group from the OTC Pink Limited Information tier to the Expert Market on or around July 17, 2026.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

MSP Recovery, Inc. reports that its Class A common stock and publicly traded warrants will be moved by OTC Markets Group from the OTC Pink Limited Information tier to the Expert Market on or around July 17, 2026. This change follows the company’s failure to file its Form 10-K for the period ending December 31, 2025 and Form 10-Q for the period ending March 31, 2026, leaving it non-current under SEC reporting rules and Rule 15c2-11 requirements for public quoting. On the Expert Market, broker-dealers may publish only unsolicited quotes, and quotations are primarily accessible to broker-dealers, institutions, and other sophisticated investors, which can significantly limit retail trading access and liquidity.

Positive

None.

Negative

OTC tier downgrade and liquidity impact: MSP Recovery’s failure to file its 2025 Form 10-K and Q1 2026 Form 10-Q will move its stock and warrants to the OTC Expert Market on or around July 17, 2026, where only unsolicited quotes are allowed, likely constraining liquidity and retail access.

Insights

Non-current SEC filings push MSP Recovery to OTC Expert Market, tightening trading access and liquidity.

MSP Recovery remains delinquent on its Form 10-K for the period ending December 31, 2025 and Form 10-Q for the period ending March 31, 2026. Under Rule 15c2-11, this means current information is not publicly available.

OTC Markets Group has notified the company that its Class A shares and warrants will shift from the OTC Pink Limited Information tier to the Expert Market effective on or around July 17, 2026. The Expert Market permits only unsolicited quotes, largely limiting visibility and participation to broker-dealers and sophisticated investors.

This move typically reduces liquidity and price transparency for retail holders. Regaining a higher OTC tier would require the company to complete and file the delayed reports so that current financial information becomes publicly available under applicable SEC and OTC Markets standards.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Expert Market effective date: July 17, 2026 Delayed annual report period end: December 31, 2025 Delayed quarterly report period end: March 31, 2026

3 metrics

Expert Market effective date July 17, 2026 Scheduled date MSP Recovery securities move to OTC Expert Market

Delayed annual report period end December 31, 2025 Period ending date for the unfiled Form 10-K

Delayed quarterly report period end March 31, 2026 Period ending date for the unfiled Form 10-Q

Key Terms

Expert Market, Rule 15c2-11, OTC Pink Limited Information market tier, unsolicited quotes

4 terms

Expert Market financial

"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.

Rule 15c2-11 regulatory

"in accordance with the provisions of Rule 15c2-11, promulgated under the Securities Exchange Act of 1934"

A U.S. Securities and Exchange Commission rule that requires broker-dealers to review specified issuer information before publishing or resuming quotes for over-the-counter (OTC) securities. It aims to ensure basic transparency—like verifying a company's financials, officers, and business description—so market quotes aren’t based on blind or misleading information; for investors, this affects how trustworthy and liquid OTC market prices are. The requirement is similar to a shopkeeper checking an item's label before putting it on the shelf.

OTC Pink Limited Information market tier financial

"trading of its Class A common stock and publicly traded warrants ... will move from OTC Pink Limited Information market tier"

unsolicited quotes financial

"The Expert Market is available for unsolicited quotes only, meaning broker-dealers may use the Expert Market to publish unsolicited quotes"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why is MSP Recovery (MSPR) moving to the OTC Expert Market?

MSP Recovery is moving to the OTC Expert Market because it has not filed its Form 10-K for the period ending December 31, 2025 or Form 10-Q for the period ending March 31, 2026, leaving it non-current under SEC reporting and Rule 15c2-11 requirements.

When will MSPR shares and warrants be quoted on the Expert Market?

MSP Recovery’s Class A common stock and publicly traded warrants are expected to move to the OTC Markets Group’s Expert Market on or around July 17, 2026, after a grace period to regain reporting compliance expires without the delayed SEC reports being filed.

What does OTC Expert Market status mean for MSPR investors?

Expert Market status means MSP Recovery’s securities may only be quoted on an unsolicited basis. Quotes are primarily visible to broker-dealers, institutions, and other sophisticated investors, which can significantly reduce trading liquidity and limit access for many retail investors compared with regular OTC tiers.

Which MSP Recovery SEC reports are currently delayed?

MSP Recovery has not filed its Annual Report on Form 10-K for the period ending December 31, 2025 and its Quarterly Report on Form 10-Q for the period ending March 31, 2026. Together, these delayed reports prevent the company from being current in its SEC reporting obligations.

Can MSP Recovery avoid being moved to the Expert Market?

The company could avoid or reverse an Expert Market designation by regaining compliance in its SEC filings. The 8-K notes it does not expect to file the delayed Form 10-K and Form 10-Q by July 17, 2026, so the move to the Expert Market is expected at that time.

Which MSPR securities are affected by the Expert Market move?

The move affects MSP Recovery’s Publicly Traded Securities: its Class A common stock and its publicly traded redeemable warrants. These currently trade on OTC Pink Limited Information but are scheduled to be designated for quoting on the Expert Market on or around July 17, 2026.

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

Understanding 8-K Material Events →

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Accepted by SEC EDGAR 07/08/2026 - 04:01 PM

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).

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

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

MSP Recovery shares to move to OTC Expert Market