Supplemental Prospectus (Form 424B3)

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-265953

PROSPECTUS SUPPLEMENT NO. 37

(to Prospectus dated August 5, 2022)

MSP RECOVERY, INC.

Up to 6,369,856 Shares of Class A Common Stock

Up to 755,200,000 Warrants to Purchase Shares of Class A Common Stock

Up to 1,652,127 Shares of Class A Common Stock Underlying Warrants

This prospectus supplement no. 37 amends and supplements the prospectus dated August 5, 2022 (as supplemented or amended from time to time, the "Prospectus"), which forms a part of our Registration Statement on Form S-1 (No. 333-265953). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our Current Report on Form 8-K, filed with the Securities and Exchange Commission (the "SEC") on July 16, 2025 (the "Current Report"). Accordingly, we have attached the Current Report to this prospectus supplement.

This prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus (the "Selling Securityholders"), or their permitted transferees, of up to 6,369,856 shares of our Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock") issued or issuable to certain Selling Securityholders (the "Total Resale Shares"), as follows:

In addition, this prospectus relates to the issuance by us of up to 1,652,127 shares of our Class A Common Stock issuable upon exercise of warrants as follows:

Our Common Stock, Public Warrants and New Warrants are listed on Nasdaq under the symbols "MSPR," "MSPRZ," and "MSPRW." On July 15, 2025, the closing price of Common Stock was $0.9897 per share, the closing price of our Public Warrants was $0.0308 per warrant and the closing price of our New Warrants was $0.0024 per warrant.

Effective at 11:59 PM EDT on November 15, 2024, the Company amended its Second Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware to effect a 1-for-25 reverse stock split of the Company's common stock (the "Reverse Split"). Unless otherwise noted, the share and per share information in this Prospectus Supplement No. 37 have been adjusted to give effect to the Reverse Split.

Investing in our securities involves risks. Before you invest in our securities, please carefully read the information provided in the "Risk Factors" section beginning on page 9 of the Prospectus and any in any applicable prospectus supplement, and Item IA of our Annual Report on Form 10-K for the fiscal year ending December 31, 2024, filed with the SEC on April 16, 2025.

Neither the SEC nor any state securities commission has approved or disapproved of the securities to be issued under the Prospectus or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is July 16, 2025.

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): July 16, 2025

MSP Recovery, Inc.

(Exact name of registrant as specified in its charter)

(305) 614-2222

(Registrant's telephone number, including area code)

N/A

(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:

Securities registered pursuant to Section 12(b) of the Act:

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

As previously disclosed, on November 14, 2023, MSP Recovery, Inc. (the "Company") entered into the Standby Equity Purchase Agreement ("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 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. Sales of the shares of common stock to Yorkville under the SEPA, and the timing of any such sales, are at the Company's option, and the Company is under no obligation to sell any shares of common stock to Yorkville under the SEPA except in connection with notices that may be submitted by Yorkville, in certain circumstances as described below.

In connection with the SEPA, and subject to the conditions set forth therein, Yorkville has agreed to advance to the Company in the form of convertible promissory notes (the "Convertible Notes") an aggregate principal amount of $15.75 million (the "Pre-Paid Advances"). In 2023, the Company issued two Convertible Notes to Yorkville for a combined principal amount of $10 million, resulting in net proceeds of $9.48 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 us of $4.75 million. On June 26, 2025, the Company issued a fourth Convertible Note for $0.75 million, resulting in net proceeds to us of $0.71 million.

On July 16, 2025, Yorkville agreed to make an additional advance pursuant to a fifth Convertible Note issued by the Company to Yorkville for $0.75 million, on terms substantially the same as the previous Convertible Notes, issued pursuant to the SEPA.

Yorkville may convert 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 of $1.00, provided that the number of shares issued does not cause Yorkville to exceed the 9.99% ownership limitation.

In addition, Yorkville, in its sole discretion and providing that there is a balance remaining outstanding under the Convertible Notes, may deliver a notice under the SEPA requiring the issuance and sale of shares of common stock to Yorkville at the Conversion Price in consideration of an offset of the Convertible Notes ("Yorkville Advance"). Yorkville, in its sole discretion, may select the amount of any Yorkville Advance, provided that the number of shares issued does not cause Yorkville to exceed the 9.99% ownership limitation or the amount of shares of common stock that are registered. As a result of a Yorkville Advance, the amounts payable under the Convertible Notes will be offset by such amount subject to each Yorkville Advance.

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any shares of common stock, nor shall there be any sale of shares of common stock in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 2.03 of this Current Report on Form 8-K is incorporated herein by reference.

In the SEPA, Yorkville represented to the Company, among other things, that it is an "accredited investor" (as such term is defined in Rule 501(a) of Regulation D under the Securities Act). The securities referred to in this Current Report on Form 8-K are being issued and sold by the Company to Yorkville in reliance upon the exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act.

Item 4.01 Changes in Registrant's Certifying Accountant.

(a) Dismissal of Independent Registered Public Accounting Firm

As part of recent cost-reduction initiatives, MSP Recovery, Inc. (the "Company") initiated a competitive process to engage a new independent registered public accounting firm. The Company has solicited and evaluated bids from several accounting firms and has elected to engage Baker Tilly US, LLP ("Baker Tilly") to serve as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025, beginning in the fiscal quarter ending September 30, 2025.

As a result, Deloitte & Touche LLP's ("Deloitte") engagement as the Company's independent registered public accounting firm will end effectively following the review of the Company's condensed consolidated financial statements as of and for the quarter ended June 30, 2025. Deloitte has served as the Company's auditor since 2021. The decision to change the independent public accounting firm was approved by the audit committee of the Company's board of directors (the "Audit Committee").

The reports of Deloitte on the Company's consolidated financial statements as of and for the fiscal years ended December 31, 2024, 2023, and 2022, did not contain any adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principle, except for an explanatory paragraph in its report related to the Company's consolidated financial statements as of and for the fiscal year ended December 31, 2024 describing conditions that raised substantial doubt about the Company's ability to continue as a going concern and an emphasis of matter paragraph in its reports related to the Company's consolidated financial statements as of and for the fiscal years ended December 31, 2024, and December 31, 2023 describing the Company's intangible impairment analysis.

During the period from May 20, 2021 through July 16, 2025, the period during which Deloitte has been engaged as the Company's (and its corporate accounting predecessor's) independent registered public accounting firm, there have been no disagreements with Deloitte on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Deloitte, would have caused Deloitte to make reference to the subject matter of the disagreements as defined in Item 304(a)(1)(iv) of Regulation S-K in connection with any reports it would have issued.

As disclosed in the Company's Annual Report on Form 10-K for the period ending December 31, 2023, Management identified material weaknesses in the Company's internal controls over financial reporting related to (a) human resources and payroll processes, and (b) accounting for contract terminations, including accounting for the termination of vendor service contracts. These material weaknesses were remediated as of December 31, 2024, as disclosed in the Company's Annual Report on Form 10-K for the period ending December 31, 2024. The Audit Committee discussed the material weaknesses with Deloitte and the Company has authorized Deloitte to respond fully to inquiries of its successor concerning the material weaknesses. There were no other "reportable events" as such term is described in Item 304(a)(1)(v) of Regulation S-K.

The Company has authorized Deloitte to respond fully to any inquiries of the Company's new independent registered public accounting firm, Baker Tilly US, LLP ("Baker Tilly"), relating to its engagement as the Company's independent registered public accounting firm. The Company provided Deloitte with a copy of the disclosures it is making in this Current Report on Form 8-K and requested that Deloitte furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made herein and, if not, stating the respects in which it does not agree. A copy of the letter provided by Deloitte, dated July 16, 2025, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

(b) Appointment of New Independent Registered Public Accounting Firm

On July 11, 2025, the Board, acting by written consent, authorized and ratified the appointment of Baker Tilly as its new independent registered public accounting firm, which appointment became effective upon the entry of both the Company and Baker Tilly into a letter of engagement. Baker Tilly will begin its engagement with the review of the Company's financial statements as of and for the fiscal quarter ended September 30, 2025.

Item 9.01. Financial Statements and Exhibits.

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.