MSP Recovery (MSPR) Proxy Filing summary

Executive summary

• Special Meeting scheduled for August 18, 2025, to vote on a reverse stock split and the issuance of shares to Virage Recovery Master LP upon exercise of VRM Warrants.

• Reverse stock split proposed at a ratio between 1-for-2 and 1-for-7, with the exact ratio at the Board's discretion.

• Issuance of shares to VRM is required for compliance with Nasdaq Listing Rule 5635(d) and could result in significant dilution of existing shareholders.

• Board recommends voting in favor of both proposals to maintain Nasdaq compliance and facilitate capital raising.

Voting matters and shareholder proposals

• Proposal 1: Approve a reverse stock split of common stock at a ratio between 1-for-2 and 1-for-7.

• Proposal 2: Approve issuance of Class A Common Stock to Virage Recovery Master LP upon exercise of VRM Warrants.

• Both proposals are recommended by the Board; approval thresholds are majority of votes cast.

• Failure to approve could risk Nasdaq delisting and limit capital raising options.

Board of directors and corporate governance

• Board retains discretion to select the reverse split ratio and timing within one year of the meeting.

• Board and executive officers are significant shareholders, with detailed beneficial ownership disclosed.

• Board recommends voting FOR both proposals.