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): ~~June~~July 266, 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 18.01. ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

~~Hazel~~As ~~Partners~~previously ~~Holdings~~reported, ~~LLC~~MSP ~~Funding~~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 ~~June~~July 266, 2026, ~~MSP~~the ~~Recovery,~~Company ~~Inc.~~was informed by the OTC Markets Group that the trading of its Class A common stock and publicly traded warrants (the “~~Company~~Publicly Traded Securities”), ~~through~~will ~~its~~move ~~subsidiaries,~~from ~~entered~~OTC ~~into~~Pink aLimited ~~letter~~Information ~~agreement~~market ~~with~~tier ~~Hazel~~to ~~Partners Holdings~~the OTC ~~LLC~~Markets (Group’s “~~Hazel~~Expert Market”) on or around July 17, 2026, unless it regains compliance in its ~~capacity~~financial asfilings. ~~administrative~~The ~~agent~~Company ~~and~~does ~~lender~~not ~~under~~expect that the ~~Company’s~~Delayed ~~existing~~Reports ~~working~~will ~~capital credit~~be ~~facility~~filed (with the ~~“Hazel~~SEC ~~Letter~~by ~~Agreement”)~~July 17, 2026, the end of the grace period for the Company to ~~provide~~have $0current information publicly available.2 ~~million~~Accordingly, tothe beCompany’s ~~used~~Publicly ~~primarily~~Traded Securities will be designated for ~~operating~~quoting ~~expenses~~on the Expert Market, effective July 17, 2026.

AsThe ~~previously~~Expert ~~disclosed~~Market inis ~~the~~available ~~Company’s Quarterly Report on Form 10-Q~~ for ~~the~~unsolicited ~~quarter~~quotes ~~ended September 30~~only, ~~2025~~ ~~(the~~meaning ~~“Q3~~broker-~~2025 Form~~dealers ~~10-Q”),~~may use the ~~Company~~Expert isMarket ~~party~~ to apublish ~~working~~unsolicited ~~capital credit facility with Hazel (the “Working Capital Credit Facility”),~~quotes ~~which~~representing ~~includes~~orders afrom ~~discretionary~~certain ~~funding~~retail ~~mechanism~~and ~~referred~~institutional toinvestors aswho ~~the Operational Collection Floor. Advances under the Operational Collection Floor~~ are ~~made solely at Hazel’s discretion, are~~ not ~~subject~~affiliates ~~to any commitment~~ or ~~minimum~~insiders ~~availability, and are conditioned on the satisfaction or waiver~~ of ~~applicable conditions under~~ the ~~governing credit documentation~~Company. ~~The~~Quotations ~~Working Capital Credit Facility does~~in ~~not~~Expert ~~provide~~Market ~~the~~securities ~~Company~~are ~~with~~made ~~committed~~available ~~liquidity~~to broker-dealers, ~~does not establish a borrowing base~~institutions, and ~~does~~other ~~not~~sophisticated ~~obligate Hazel to fund any amounts~~investors.

As of the filing of the Q3-2025 Form 10-Q, the Company disclosed that aggregate advances under the Operational Collection Floor had reached approximately $6.0 million, and that no remaining funding capacity was available under the facility at that time.

Pursuant to the Hazel Letter Agreement, Hazel has agreed, in its sole discretion, to make a one-time advance of $0.2 million to increase the Operational Collection Floor beyond the previously disclosed level. The advance was funded on June 26, 2026, subject to the conditions set forth in the Hazel Letter Agreement and the underlying credit agreement, including the absence of any event of default or default at the time of funding.

The $0.2 million advance is a standalone accommodation and does not reinstate, replenish, or otherwise reopen availability under the Working Capital Credit Facility or the Operational Collection Floor. Other than this specific advance, no additional funding is currently available to the Company under the Working Capital Credit Facility, and the Company has no rights to, and no reasonable basis to expect, any further advances thereunder. The Hazel Letter Agreement does not modify the discretionary nature of the facility, does not create any commitment for future funding, and does not provide the Company with access to ongoing or recurring liquidity.

The Company cautions that the receipt of the $0.2 million advance should not be viewed as indicative of Hazel’s willingness to provide future funding, the availability of additional liquidity, or the Company’s ability to meet its operating or debt service obligations beyond the funding of this specific amount.

The foregoing description of the Hazel Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the Hazel Letter Agreement, a copy of which is filed as an exhibit to this Current Report on Form 8-K.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

To the extent required by Item 2.03 of Form 8-K, the information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
10.1		Amendment No. 3 to Second Amended and Restated Credit Agreement dated October 2, 2024 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on October 7, 2024)
10.2		Hazel Letter Agreement dated June 26, 2026
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.

Dated: June 30, 2026	MSP Recovery, Inc.
	MSP RECOVERY, INC.
Dated: July 8, 2026
	By:	/s/ John H. Ruiz
	Name:	John H. Ruiz
	Title:	Chief Executive Officer

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