Material Agreement, Management Change/Compensation (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

Yorkville Second Supplemental Agreement

As previously disclosed, on November 14, 2023, the Company entered into the Standby Equity Purchase Agreement (the "SEPA") with YA II PN, LTD, a Cayman Islands exempt limited partnership ("Yorkville") pursuant to which the Company has the right to sell to Yorkville up to $250.0 million of its shares of common stock, subject to certain limitations and conditions set forth in the SEPA, from time to time during the term of the SEPA.

In connection with the SEPA, and subject to the terms and conditions set forth therein, Yorkville initially agreed to advance to the Company, in the form of convertible promissory notes (the "Convertible Notes"), an aggregate principal amount of $15.0 million (the "Pre-Paid Advances"). In 2023, the Company issued two Convertible Notes to Yorkville for a combined principal amount of $10.0 million, resulting in net proceeds of $9.5 million, and in 2024 the Company issued a third Convertible Note to Yorkville in the principal amount of $5.0 million, resulting in net proceeds to the Company of $4.8 million.

Pursuant to a Supplemental Agreement dated June 26, 2025, Yorkville agreed to advance to the Company, in the form of Convertible Notes, an additional $3.0 million subject to the terms and conditions set forth in the SEPA. During 2025, the Company issued five Convertible Notes to Yorkville for a combined principal amount of $3.0 million, resulting in net proceeds to the Company of $2.8 million.

On October 10, 2025, in connection with the SEPA, and subject to the terms and conditions set forth therein, the Company and Yorkville entered into a second Supplemental Agreement (the "Second Supplemental Agreement"), whereby Yorkville agreed to advance to the Company, in the form of Convertible Notes, additional funding of up to $3.0 million, from time to time in such amounts as the Company and Yorkville may mutually agree, and subject to the satisfaction of conditions precedent set forth in the Second Supplemental Agreement. Advances pursuant to the Second Supplemental Agreement are subject to a 10% original issue discount, and may be issued in increments such that the net principal increase incurred by such advance under the Second Supplemental Agreement to the aggregate principal amount of all Pre-Paid Advances then outstanding does not exceed $1.0 million.

Yorkville, in its sole discretion, may convert any portion of the outstanding balance under the Convertible Notes into shares of the Company's common stock at a conversion price equal to the lower of the Fixed Price (as defined in each Convertible Note) or 95% of the lowest daily VWAP during the five consecutive trading days immediately preceding the date of the conversion (the "Conversion Price"), which in no event may the Conversion Price be lower than the Floor Price, provided that the number of shares issued does not cause Yorkville to exceed the 9.99% ownership limitation.

As of October 10, 2025 the Floor Price in respect of the Convertible Notes was changed from $1.20 to $1.00 per share.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 7, 2025, Alexandra Plasencia, General Counsel of MSP Recovery, Inc. (the "Company"), submitted her resignation from that position, effective as of October 17, 2025. Ms. Plasencia will remain available to advise the Company, as needed, through November 30, 2025, to facilitate a smooth transition of her responsibilities.

Ms. Plasencia's decision to resign was not the result of any disagreement with the Company, its management, operations, policies, or practices.