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 upon warrant exercise.

• Board recommends approval of both proposals to maintain Nasdaq compliance and facilitate capital raising.

• Proxy materials distributed to all shareholders of record as of the set record date.

Voting matters and shareholder proposals

• Proposal 1: Approve a reverse stock split at a ratio between 1-for-2 and 1-for-7, ratio to be chosen by the Board.

• Proposal 2: Approve issuance of Class A Common Stock to Virage Recovery Master LP upon exercise of VRM Warrants, as required by Nasdaq Listing Rule 5635(d).

• 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 the reverse split ratio and timing within one year of the meeting.

• Board and executive officers are eligible for equity compensation; deferred cash portion of director compensation remains outstanding as of June 30, 2025.