MSP Recovery (MSPR) Proxy Filing summary

Executive summary

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

• Reverse stock split aims to maintain Nasdaq listing compliance and improve stock price and liquidity.

• Issuance of shares to VRM upon warrant exercise could result in significant dilution and changes in voting power.

• Board recommends voting in favor of both proposals.

Voting matters and shareholder proposals

• Proposal 1: Approve a reverse stock split at a ratio between 1-for-2 and 1-for-7, at Board's discretion.

• Proposal 2: Approve issuance of Class A Common Stock to VRM upon exercise of VRM Warrants, as required by Nasdaq rules.

• Both proposals require majority approval of votes cast; abstentions and broker non-votes do not count against.

• Board unanimously recommends voting FOR both proposals.

Board of directors and corporate governance

• Board retains discretion to select reverse split ratio and timing.

• Board and executive officers are significant shareholders; some have indirect interests in VRM.

• Deferred cash portion of director compensation ($80,750) remains unpaid as of June 30, 2025, pending liquidity.