What changed in this filing

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Item 9A. Controls and Procedures

2025-04-16 compared with 2024-04-15 · 186 added, 153 removed, 675 unchanged (33% of the section changed)

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Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act that are designed to ensure that information required to be disclosed by us in reports that we file under the Exchange Act is recorded, processed, summarized and reported as specified in the SEC’s rules and forms and that such information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Internal Controls over Financial Reporting

Management, with the participation of our Chief Executive Officer and Chief Financial Officer, performed an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, 2023.

Based on that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were not effective as of December 31, 2023 due to the material weaknesses discussed below.

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act that are designed to ensure that information required to be disclosed by us in reports that we file under the Exchange Act is recorded, processed, summarized and reported as specified in the SEC’s rules and forms and that such information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

We evaluated the effectiveness of our disclosure controls and procedures and based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2024.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for the preparation of our financial statements and related information.

Management uses its best judgment to ensure that the financial statements present fairly, in material respects, our financial position and results of operations in conformity with generally accepted accounting principles.

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in the Exchange Act.

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act Rules 13a-15(f) and 15d-15(f).

These internal controls are designed to provide reasonable assurance that the reported financial information is presented fairly, that disclosures are adequate and that the judgments inherent in the preparation of financial statements are reasonable.

There are inherent limitations in the effectiveness of any system of internal controls including the possibility of human error and overriding of controls.

Consequently, an ineffective internal control system can only provide reasonable, not absolute, assurance with respect to reporting financial information.

Consequently, an effective internal control system can only provide reasonable, not absolute, assurance with respect to reporting financial information.

Our internal control over financial reporting includes policies and procedures that:

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Under the supervision of management, including our Chief Executive Officer and our Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and subsequent guidance prepared by the Commission specifically for smaller public companies as of December 31, 2024.

Based on that evaluation, our management concluded that our internal control over financial reporting was not effective as of December 31, 2023 because it identified the following material weaknesses:

• We did not have sufficient controls over the human resources and payroll processes, including:

o Insufficient design and operation of controls as we did not have appropriate compensating controls over user access conflicts related to the system used for payroll.

o Insufficient operation of controls resulting in a lack of an effective control environment over IT change management processes related to the implementation of the system used for payroll;

o Insufficient design and operation of controls resulting in a lack of an effective control environment over review and approval of payroll entries and payroll processing.

• We did not have controls in place to sufficiently review accounting for contract terminations, including accounting for the termination of vendor service contracts.

This deficiency resulted in an adjustment to the Company’s consolidated financial statements as of and for the year ended December 31, 2023.

Changes in Internal Control Over Financial Reporting

Certain material weaknesses reported in 2022 were remediated in 2023.

Except for the material weaknesses discussed above, there were no changes in our internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

Remediation Plan and Status

Management is in the process of implementing measures designed to remediate the control deficiencies that led to the material weaknesses as of December 31, 2023 in our human resources and payroll processes, as well as accounting for contract terminations.

During 2024, we have initiated a plan and have begun to implement the following steps to address the material weaknesses in internal controls related to human resources and payroll processes:

o We have begun designing and implementing appropriate compensating controls to mitigate existing user access conflicts within the payroll process.

o We have begun designing and implementing a process to ensure the IT system implementations are appropriately approved, monitored, and tested prior to system deployment.

o We have begun root cause analysis of control deficiencies and will conduct additional training for control performers of controls related to human resources and payroll processing.

o We have fully transitioned to a third-party payroll services processor that undergoes SOC audit processes and will continue to obtain and review service organization controls reports provided by the vendor for fiscal year 2024.

o We have begun designing and implementing process enhancements and controls to mitigate the risk of improper accounting treatment for contract terminations.

The material weaknesses will not be considered remediated until the new and redesigned controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

Based on that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our internal controls over financial reporting were effective as of December 31, 2024.

Remediation of Material Weaknesses Previously Reporting

As disclosed in Item 9A.

Controls and Procedures in our Annual Report on Form 10-K for the year ended December 31, 2023, we identified material weaknesses in internal control related to the ineffective design and operation of controls in the human resources and payroll process and the accounting for contract terminations.

Following the identification of the material weaknesses, we commenced remediation efforts that continued during 2024 to enhance our control environment.

• Key steps in our remediation efforts over the deficiencies noted in our human resources and payroll processes included:

o Implementing additional compensating controls to mitigate user access conflicts within the payroll system.

o Utilizing a third-party payroll services processer for fiscal year 2024 that undergoes System and Organization Controls (SOC) audit processes and reviewing their SOC report.

o Enhancing the design and operation of controls over the review and approval of payroll entries and payroll processing.

• Key steps in our remediation efforts over the deficiency noted in our accounting for contract terminations process included:

o Implementing process enhancements and controls to facilitate timely communications between the legal and accounting departments to ensure proper accounting treatment for new, amended, and terminated contracts.

Management has concluded that the new and redesigned controls are operating effectively and have operated for a sufficient period of time to consider the material weaknesses reported as of December 31, 2023 remediated.

This Form 10-K does not include an attestation report of our independent registered public accounting firm due to an exemption established by the JOBS Act for “emerging growth companies.”

While our independent registered public accounting firm is not required to audit the effectiveness of our internal control over financial reporting until after we are no longer an “emerging growth company” as defined in the JOBS Act, a failure to design, implement or maintain effective internal control over financial reporting could adversely affect the results of annual independent registered public accounting firm audit reports regarding the effectiveness of the Company’s internal control over financial reporting that we will eventually be required to include in reports that will be filed with the SEC.

If the continued existence of one or more material weaknesses in the Company’s internal control over financial reporting persist, this could have a material and adverse effect on our business, results of operations and financial condition, and it could cause a decline in the trading price of the Company’s Class A common stock.

If one or more material weaknesses in the Company’s internal control over financial reporting exist, this could have a material and adverse effect on our business, results of operations and financial condition, and it could cause a decline in the trading price of the Company’s Class A common stock.

Changes in Internal Control Over Financial Reporting

Other than the remediation of the material weaknesses discussed above, there were no changes in our internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

Other Information.

Yorkville Letter Agreement

On April 12, 2024, Yorkville agreed that, to the extent that it holds Class A Common Stock in such quantities that would prevent the Company from utilizing the SEPA solely due to the Ownership Limitation, Yorkville commits to fund an additional advance in the principal amount of $13,000,000 on the same terms and conditions as the previous advances pursuant to the Yorkville SEPA.

On April 12, 2024, Yorkville agreed that, to the extent that it holds Class A Common Stock in such quantities that would prevent the Company from utilizing the SEPA solely due to the Ownership Limitation, Yorkville commits to fund an additional advance in the principal amount of $13.0 million on the same terms and conditions as the previous advances pursuant to the Yorkville SEPA.

Exchange Act Rule 10b5-1

During the year ended December 31, 2024, no officer or director of the Company adopted or terminated any contract, instruction, or written plan for the purchase or sale of securities of the Company’s common stock that is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c) or any non-Rule 10b5-1 trading arrangement as defined in 17 CFR § 229.408(c).

Disclosure Regarding Fo reign Jurisdiction that Prevent Inspections.

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Management and Board of Directors

The following sets forth certain information, as of March 29, 2024, concerning the persons who serve as executive officers and members of the Board following.

The following sets forth certain information, as of April 8, 2025, concerning the persons who serve as executive officers and members of the Board following.

Class III Director

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Chief Operating Officer

Francisco Rivas-Vásquez

Chief Financial Officer

Alexandra Plasencia

General Counsel

Francisco Rivas-Vásquez

Chief Financial Officer

Information about Executive Officers and Directors

John Ruiz is a founder of LifeWallet and has served as Chief Executive Officer since the Company’s inception (in 2014 as MSP Recovery).

Ruiz is a founder of MSP Recovery, and has served as Chief Executive Officer since the Company’s inception (in 2014 as MSP Recovery).

Ruiz was named one of Lawyers of Distinction’s “2023 Power Lawyers,” for his accomplishments in healthcare law.

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Ruiz brings to the Board leadership, legal, strategic, operational, brand management, and data analytics expertise from his expansive legal career, business background, and use of technology in his law practice.

He has experience formulating legal strategy and case development from his work leading La Ley con John Ruiz.

He has experience formulating legal strategy and case development from his work leading La Ley con John H.

Ruiz has vast leadership and business strategy experience having founded or led companies across a variety of sectors, including legal, media, aviation, and manufacturing companies.

Ruiz designed and developed information systems that streamlined his law practice and algorithms that analyze terabytes of data to identify and pursue recoveries in a variety of lawsuits.

Ruiz’s mastery of brand development is evidenced by his pioneering of panel format television and radio to reach audiences, and his recent development of LifeWallet Sports to raise brand awareness through college athlete spokespersons.

Quesada is a founding member of LifeWallet and has served as Chief Legal Officer since its inception.

Ruiz’s mastery of brand development is evidenced by his pioneering of panel format television and radio to reach audiences, and his development of programs to raise brand awareness through college athlete spokespersons.

Quesada is a founding member of MSP Recovery, and has served as Chief Legal Officer since its inception.

Quesada is also a Partner at MSP Recovery Law Firm.

With over 16 years of healthcare and complex commercial litigation experience, Mr.

Quesada oversees LifeWallet’s in-house attorneys and several nationally recognized law firms that assist MSP Recovery Law Firm in their recovery efforts.

Additionally, he develops LifeWallet’s legal strategies and spearheads execution.

Quesada oversees the Company’s in-house attorneys and several nationally recognized law firms that assist MSP Recovery Law Firm in their recovery efforts.

Additionally, he develops legal strategies and spearheads execution.

Quesada led the execution of federal appellate strategies in MSP Recovery cases resulting in landmark legal victories and new Medicare Secondary Payer Act precedent benefitting Medicare entities across the country.

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and Regional President for the North Florida region at Humana, from January 2009 to June 2013.

Assapimonwait served on the board of directors and served as Chair of the Strategy and Operations Committee for CareMax Inc.

(Nasdaq:CMAX) from September 2021 to October 2023.

She earned her Bachelor of Arts degree from Florida International University in 1983, and is certified in Healthcare Compliance by the Health Care Compliance Association and in HIPAA Compliance from

Kennesaw State University.

Assapimonwait was appointed to serve on the board of directors of CareMax, Inc.

(Nasdaq:CMAX) and also serves as the Chair of the Strategy and Operations Committee since September 2021.

She earned her Bachelor of Arts degree from Florida International University

in 1983, and is certified in Healthcare Compliance by the Health Care Compliance Association and in HIPAA Compliance from Kennesaw State University.

She has won several awards and commendations, including being a Stevie Award Finalist of the American Business Awards for Best Customer Service Organization in 2004 and appointed Preceptor and Clinical Adjunct Faculty for the Healthcare Administration Program in 1997 at the University of Houston-Clear Lake.

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In his role at No World Borders, Inc., Mr.

Arrigo advises MAOs who provide health insurance under Part C of the Medicare Act.

He serves as an expert witness regarding medical coding and medical billing, fraud damages, HIPAA privacy, and Electronic Health Record software.

Arrigo advises MAOs who provide health insurance under Part C of the Medicare Act and serves as an expert witness regarding medical coding and medical billing, fraud damages, HIPAA privacy, and Electronic Health Record software.

Prior to his current role, Mr.

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Arrigo earned his Bachelor of Science in Business Administration from the University of Southern California in 1981.

His post-graduate studies include biomedical ethics at Harvard Medical School, biomedical informatics at Stanford Medical School, blockchain and crypto-economics at the Massachusetts Institute of Technology, and training as a Certified Professional Medical Auditor (CPMA), and the Wharton School in corporate governance.

Skills & Expertise :

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A data specialist, Mr.

Arrigo is intimately familiar with data management and analysis across the healthcare industry.

He is admitted as an expert in court in healthcare privacy and cybersecurity (commonly known as HIPAA and the companion regulations such as the ARRA HITECH Act), medical billing, medical coding, electronic health records, fraud damages, fair market value physician compensation, and corporate governance.

He led the Sarbanes Oxley internal audit for a public Fortune 100 firm in compliance with the Public Company Accounting Oversight Board (PCAOB) Standards.

Arrigo is intimately familiar with data management and analysis and across the healthcare industry spectrum.

He is admitted as an expert in court in healthcare privacy and cybersecurity (commonly known as HIPAA and the companion regulations such as the ARRA HITECH Act) and led the Sarbanes Oxley internal audit for a public Fortune 100 firm in compliance with the Public Company Accounting Oversight Board (PCAOB) Standards.

He qualifies as a financial expert as defined in Item 407(d)(5) of Regulation S-K promulgated under the Securities Act of 1933, as amended (the “Securities Act”).

Having served in senior leadership positions at various information technology and finance companies, Mr.

Arrigo has also been admitted by courts as an expert in fair market value physician compensation and corporate governance.

Having served in senior leadership positions at variety of information technology and finance companies, Mr.

Arrigo is a proven valuable advisor and strategist.

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Meltzer has also received several awards and honors and has been actively involved in philanthropic activity throughout his career.

Meltzer received Juris Doctor degree in law from New York University School of Law and an A.B.

Meltzer received his Juris Doctor degree in law from New York University School of Law and an A.B.

from Harvard College.

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Heath, Attorney at Law PC d/b/a/ Lexington Law, an industry leader specializing in credit repair services.

In August 2023, Mr.

Meltzer joined the board of directors of Elixir, a subsidiary of Rite Aid, a leading pharmacy chain offering products for health and wellness.

In November 2023, Mr.

Meltzer joined the board of directors of SK Neptune Husky Intermediate I S.a.r.l.

and related affiliates (“Heubach Group”), a leading producer of organic, inorganic and anti-corrosive pigments.

In November 2023, Mr.

Meltzer joined the board of directors of Careismatic Brands Inc., an innovative supplier of medical apparel and footwear.

In November 2023, Mr.

Meltzer joined the board of directors of Audacy Inc., a leading multi-platform audit content and entertainment company.

Skills & Expertise :

Meltzer brings to the Board legal, finance, business, legal, and leadership experience.

Meltzer brings to the Board legal, finance, business, and leadership experience.

Meltzer is qualified to serve as a director due to his experience representing clients on high-profile, complex, and cross-border matters and his leadership qualities in managing a large international organization.

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Alexandra Plasencia

Alexandra Plasencia currently serves as the General Counsel of MSP Recovery, Inc.

Alexandra Plasencia serves as the General Counsel of MSP Recovery, Inc.

Prior to becoming General Counsel, Ms.

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Most notably, Ms.

Plasencia represented MCCI in its sale to Humana and played a pivotal role in the structure, development and creation of Conviva Care Solutions and Conviva

Physician Group.

Plasencia represented MCCI in its sale to Humana and played a pivotal role in the structure, development and creation of Conviva Care Solutions and Conviva Physician Group.

Plasencia earned her Juris Doctor and MBA in 2011 from the University of Miami, where she also received her BBA from the School of Business.

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Ricardo Rivera

Ricardo Rivera currently serves as Chief Operating Officer of MSP Recovery, Inc.

Rivera joined the Company in September 2019.

From September 2019 until July 2021, Mr.

Rivera served as the Chief of Staff, and from June 29, 2023 until November 1, 2023, Mr.

Rivera served as the Interim Chief Financial Officer.

Ricardo Rivera serves as Chief Operating Officer of MSP Recovery, Inc.

Rivera joined the Company in September 2019, and from September 2019 until July 2021, Mr.

Rivera served as the Chief of Staff.

Over the past 25 years Mr.

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During the past 10 years, none of our current directors, nominees for directors, or current executive officers has been involved in any legal proceeding identified in Item 401(f) of Regulation S-K that would be material to an evaluation of the ability or integrity of any director, person nominated to become a director or executive officer of the Company.

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s officers and directors, and greater than 10% shareholders, to file reports of ownership and changes in ownership of the Company’s securities with the SEC.

Copies of the reports are required by SEC regulation to be furnished to the Company.

We believe that, during 2023, our directors, executive officers, and 10% stockholders complied with all Section 16(a) filing requirements, except for late Form 4 filings by each of the non-employee directors, Roger Meltzer, Thomas Hawkins, Michael Arrigo, and Ophir Sternberg, each dated December 21, 2023 to report the grant of stock pursuant to the Company’s Omnibus Incentive Plan dated May 3, 2022, that was issued on December 18, 2023.

Corporate Governance Principles and Code of Ethics

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In order to clearly set forth our commitment to conduct our operations in accordance with our high standards of business ethics and applicable laws and regulations, our Board adopted Corporate Governance Guidelines applicable to our directors, executive officers and employees that complies with the rules and regulations of Nasdaq.

A copy of our Corporate Governance Guidelines is available on our corporate website at https://investor.lifewallet.com, in the “Documents & Charters” section in the “Corporate Governance” tab.

A copy of our Corporate Governance Guidelines is available on our corporate website at https://investors.msprecovery.com, in the “Documents & Charters” section in the “Corporate Governance” tab.

The information on our website shall not be deemed incorporated by reference in this Annual Report.

You also may obtain without charge a printed copy of the Corporate Governance Guidelines by sending a written request to:

LifeWallet General Counsel, 2701 South Le Jeune Road, Floor 10, Coral Gables, Florida 33134.

MSP Recovery General Counsel, 3150 SW 38th Avenue, Suite 1100, Miami, Florida 33146.

Board of Directors

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Board Committees

Pursuant to our bylaws, our Board may establish one or more committees of the Board however designated, and delegate to any such committee the full power of the Board, to the fullest extent permitted by law.

The standing committees of our Board currently include an Audit Committee, Cybersecurity Subcommittee, Compensation Committee, and a Nominating and Corporate Governance Committee.

Pursuant to our Amended & Restated Bylaws, our Board may establish one or more committees of the Board however designated, and delegate to any such committee the full power of the Board, to the fullest extent permitted by law.

The standing committees of our Board currently include an Audit Committee, Cybersecurity Subcommittee of the Audit Committee, Compensation Committee, and the Nominating and Corporate Governance Committee.

Each of the committees reports to the Board as such committee deems appropriate and as the Board may request.

The composition, duties, and responsibilities of these committees are as follows:

The Company’s corporate governance guidelines and the charters of the audit committee, compensation committee, and nominating and corporate governance committee of the Board of Directors are available on the Company’s website, https://investor.lifewallet.com, in the “Documents & Charters” section in the “Corporate Governance” tab.

The Company’s corporate governance guidelines and the charters of the audit committee, compensation committee, and nominating and corporate governance committee of the Board of Directors are available on the Company’s website, https://investors.msprecovery.com, in the “Documents & Charters” section in the “Corporate Governance” tab.

The Company shall provide to any person without charge, upon request, a copy of any of the foregoing materials.

Any such request must be made in writing to the General Counsel of the Company, c/o MSP Recovery, Inc., 2701 S.

Le Jeune Road, Floor 10, Coral Gables, Florida 33134.

Any such request must be made in writing to the General Counsel of the Company, c/o MSP Recovery, Inc., 3150 SW 38th Avenue, Suite 1100, Miami, Florida 33146.

Insider Trading Policy

We have adopted an Insider Trading Policy governing the purchase, sale, and other dispositions of the Company’s securities that applies to all officers, directors, and employees of the Company and its affiliated entities.

We believe that our Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules, and regulations, as well as applicable listing standards.

A copy of the Company’s Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report.

Executive Compensation.

Summary Compensation Table

The following table presents information regarding the total compensation awarded to, earned by, and paid to the named executive officers of LifeWallet for services rendered to LifeWallet in all capacities for the years indicated.

The following table presents information regarding the total compensation awarded to, earned by, and paid to the named executive officers of MSP Recovery for services rendered to the Company in all capacities for the years indicated.

Summary Compensation Table

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Ruiz voluntarily reduced his salary to $35,000.

On April 12, 2024 the Board of Directors voted to reinstate Mr.

Ruiz’s salary retroactively from January 1, 2024 in accordance with the terms of his employment agreement.

Amounts reported in the “All Other Compensation” column reflect amounts paid to our named executive officers by the Law Firm for their services to the Company.

The relationship between the Company and the Law Firm, which is an entity that is not part of the Business Combination, is fully described in “Certain Relationships and Related Party Transactions—Certain Relationships and Related Party Transactions-The Company—Legal Services-MSP Recovery Law Firm.” Except as detailed below, in 2023 and 2022, the total amount of perquisites and personal benefits for each of the NEOs was less than $10,000.

All Other Compensation includes the cost of employee benefit plan premiums and other insurance benefits, and for 2022 and 2023, $89,832 per year paid by the Law Firm for life insurance premiums, and in 2022, $48,000 for personal security paid by Law Firm to a limited liability company.

The relationship between the Company and the Law Firm, which is an entity that is not part of the Business Combination, is fully described in “Related Party Transactions—Legal Services-Law Firm.” Except as detailed below, in 2024 and 2023, the total amount of perquisites and personal benefits for each of the NEOs was less than $10,000.

All Other Compensation includes the cost of employee benefit plan premiums and other insurance benefits, and for 2023, $89,832 per year paid by the Law Firm for life insurance premiums.

All Other Compensation includes the cost of employee benefit plan premiums and other insurance benefits, and for 2024 and 2023, $5,055 per year paid by the Law Firm for life insurance premiums.

All Other Compensation includes the cost of employee benefit plan premiums and other insurance benefits.

During the years 2023 and 2022, the NEOs did not receive stock awards, option awards, non-equity incentive plan compensation, or non-qualified deferred compensation earnings.

During the years 2024 and 2023, the named executive officers did not receive stock awards, option awards, non-equity incentive plan compensation, or non-qualified deferred compensation earnings.

Narrative Disclosure to Summary Compensation Table

For 2023, the principal elements of compensation provided to the named executive officers were base salaries, bonuses, and broad-based employee benefits.

For 2024 and 2023, the principal elements of compensation provided to the named executive officers were base salaries, bonuses, and broad-based employee benefits.

During 2024, each of our named executive officers received an annual base salary from the Company as a fixed component of compensation.

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Equity Compensation

The Company did not issue any equity compensation in fiscal year ended December 31, 2023.

The Company did not issue any equity compensation to named executive officers during the fiscal year ended December 31, 2024.

The Company intends to issue equity awards under the Incentive Plan, a copy of which is filed as an Exhibit 10.16 to our Form S-1 Registration Statement filed on November 30, 2022.

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Other than as set forth in the table and described below, we did not pay any compensation, make any equity awards or non-equity awards to, or pay any other compensation to any of the non-employee members of our Board of Directors.

Ruiz, our Chief Executive Officer, did not receive any compensation for his service as a member of our Board of Directors during 2023.

Quesada, our Chief Legal Officer, did not receive any compensation for his service as a member of our Board of Directors during 2023.

Ruiz, our Chief Executive Officer, and Frank C.

Quesada, our Chief Legal Officer, did not receive any compensation for their service as members of our Board of Directors during 2024.

To the extent applicable, we reimburse non-employee directors for travel expenses incurred in attending meetings of our Board of Directors or any committee thereof.

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Roger Meltzer

Includes $75,000 of cash compensation for additional services performed in connection with the Special Committee.

Includes $100,000 of cash compensation for additional services performed in connection with the Special Committee.

Narrative Disclosure to Director Compensation Table

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Ruiz is entitled to:

(i) participate in and be granted awards under

the MSP Recovery Omnibus Incentive Plan effective as of May 18, 2022 at the discretion of the Board, (ii) participate in the employee benefit plans, including pension, medical, disability and life insurance offered by the Company, and (iii) reimbursement for all reasonable and necessary out-of-pocket business, entertainment and travel expenses.

(i) participate in and be granted awards under the MSP Recovery Omnibus Incentive Plan effective as of May 18, 2022 at the discretion of the Board, (ii) participate in the employee benefit plans, including pension, medical, disability and life insurance offered by the Company, and (iii) reimbursement for all reasonable and necessary out-of-pocket business, entertainment and travel expenses.

During the term of Mr.

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The percentage of beneficial ownership is based on 4,920,520 shares of Class A Common Stock issued and outstanding as of April 8, 2025, and 3,323,146 shares of Class V Common Stock issued and outstanding as of April 8, 2025, as applicable, the only outstanding classes of the Company’s common stock.

Unless otherwise indicated, the address for each of the persons listed in the table below is c/o MSP Recovery, Inc., 2701 Le Jeune Road, Floor 10, Coral Gables, Florida 33134.

Unless otherwise indicated, the address for each of the persons listed in the table below is c/o MSP Recovery, Inc., 3150 SW 38th Avenue, Suite 1100, Miami, Florida 33146.

Beneficial Stock Ownership Table

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5% Stockholders

Palantir Technologies, Inc.

Series MRCS (15)

Brickell Key Investments LP (14)

Oliver SPV Holdings LLC (15)

YA II PN, LTD.

Virage Recovery Master LP (16)

Alex Ruiz (18)

Palantir Technologies, Inc.

Paul Rapisarda (20)

YA II PN, Ltd.

* Less than one percent (1%)

Includes shares of Class A Common Stock issuable pursuant to derivatives (including Up-C Units and warrants) exercisable within 60 days of April 5, 2024, and New Warrants exercisable to purchase 1/25 of one share (post Reverse Stock Split, of Class A Common Stock, but only exercisable in lots of 25 to purchase whole shares).

Includes shares of Class A Common Stock issuable pursuant to derivatives (including Up-C Units and warrants) exercisable within 60 days of April 8, 2025, and New Warrants exercisable to purchase 1/625 of one share of Class A Common Stock, but only exercisable in lots of 625 to purchase whole shares.

Shares of Class V Common Stock are non-economic voting shares of the Company.

Includes 912,786 shares of Class A Common Stock and 846,000 warrants directly held by Mr.

Includes 71,657 shares of Class A Common Stock directly held by Mr.

In addition to securities directly held by Mr.

Ruiz in his individual capacity, includes shares held by the following entities Jocral Family LLLP, Ruiz Group Holdings Limited, LLC and Series MRCS, a series of MDA, Series LLC, a Delaware series limited liability company (“Series MRCS”), including shares held by Series MRCS for the benefit of Jocral Holdings LLC.

Ruiz in his individual capacity, includes shares held by the following entities Jocral Family LLLP and Series MRCS, a series of MDA, Series LLC, a Delaware series limited liability company (“Series MRCS”), including shares held by Series MRCS for the benefit of Jocral Holdings LLC.

Reported figures do not include securities held by John Ruiz II, Mr.

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As a result, the indirect beneficial ownership attributable to such affiliated trusts would be 0.8% of VRM.

Includes 280,282 shares of Class A Common Stock and 399,539 warrants directly held by Mr.

Reported figures do not include any attributed ownership based on Mr.

Ruiz’s investment in VRM, which

have been transferred to affiliated trusts of Mr.

Ruiz and of which Mr.

Ruiz disclaims beneficial ownership.

Ruiz and Quesada together invested in VRM, which investment represented a 1.14% ownership interest in VRM.

Ruiz is entitled to 70% of such investment, and Mr.

Quesada is entitled to 30% of such investment.

As a result, the indirect beneficial ownership attributable to such affiliated trusts would be 0.8% of VRM.

Includes 11,212 shares of Class A Common Stock and 640 shares of Class A Common Stock underlying New Warrants directly held by Mr.

In addition to securities directly held by Mr.

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As a result, the indirect beneficial ownership attributable to such affiliated trusts would be 0.3% of VRM.

Consists of 1,868 shares of Class A Common Stock.

Includes 59 shares of Class A Common Stock and 16 shares of Class A Common Stock underlying New Warrants directly held by Mr.

Consists of 58 shares of Class A Common Stock held by the spouse of Alexandra Plasencia.

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Berrard as the personal representative.

Includes (i) 23,333 shares of Class A Common Stock held in an individual capacity, (ii) 23,300 shares of Class A Common Stock and 118,000,000 shares of Class A Common Stock underlying New Warrants owned by Lionheart Investments, LLC;

(i) 934 shares of Class A Common Stock held in an individual capacity;

(ii) 932 shares of Class A Common Stock and 188,800 shares of Class A Common Stock underlying New Warrants owned by Lionheart Investments, LLC;

(iii) 1,600 shares of Class A Common Stock and 188,800 shares of Class A Common Stock underlying New Warrants owned by Star Mountain Equities, LLC;

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Sternberg may be deemed to have beneficial ownership of the shares owned by the 2022 OS Irrevocable Trust.

Includes 320,000 shares of Class A Common Stock and 1,354 shares of Class A Common Stock underlying New Warrants held in an individual capacity.

In addition to securities directly held by Ms.

Ruiz in an individual capacity, includes shares 297,998 Up-C Units and 410,125 shares of Class A Common Stock held by Ruiz Group Holdings Limited, LLC, over which Ms.

Ruiz has sole voting and investment control over.

Beneficial ownership includes 593,438 shares of Class A Common Stock.

Includes 198,470 Up-C Units held by Series MRCS that are beneficially owned by Frank C.

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Ruiz (including through his affiliate, Jocral Holdings, LLC).

Includes 2,666,667 shares of Class A Common Stock issuable upon exercise of the CPIA Warrant pursuant to the Warrant Agreement, as amended, with Brickell Key Investments LP (“BKI”).

BKI is a Delaware limited partnership with two non-US entities as partners.

The ultimate beneficial owner for BKI is NatWest Pension Trustee Limited, the trustee for one of the five largest pension funds in the UK.

Beneficial ownership includes 549,948 Class A Common Stock (equivalent to 22,000 after the Reverse Stock Split) and 58,990,077 shares of Class A Common Stock underlying New Warrants as reported in Form 3 filed with the SEC on July 12, 2022.

Alan Rubenstein holds sole voting and investment control over the shares held by Oliver SPV Holdings, LLC as its manager.

The address for Mr.

Rubenstein and Oliver SPV Holdings, LLC is 822 Oliver Street, Woodmere, New York 11598.

YA II PN, Ltd.

is deemed to be the indirect beneficial owner of 1,735,410 shares of Class A Common Stock that YA II PN, Ltd.

may acquire under the SEPA or the Convertible Notes within 60 days (based on 15,636,062 shares of Class A Common Stock outstanding as of April 5, 2024, and the additional 1,735,410 shares of Class A Common Stock that may be acquired within 60 days, and subject to the 9.99% ownership limitations).

The reported beneficial ownership includes 31,612 shares of Class A Common Stock, and up to 1,700,290 shares of Class A Common Stock that VRM, or entities associated with VRM, may acquire within 60 days from the exchange or exercise of Up-C Units or warrants, respectively, the exchange and exercise of which are subject to 9.99% beneficial ownership limitations (the “Beneficial Ownership Limitations”).

VRM owns 31,497 shares of Class A Common Stock and it is the owner of record Up-C Units that may be exchanged for up to 3,739,964 shares of Class A Common Stock, subject to the Beneficial Ownership Limitations, and warrants exercisable for up to 62,073,998 shares of Class A Common Stock, subject to the Beneficial Ownership Limitations.

Virage Recovery Participation LP owns 115 shares of Class A Common Stock and it is the owner of record of Up-C Units that may be exchanged for up to 683,815 shares of Class A Common Stock, subject to the Beneficial Ownership Limitations.

The reported beneficial ownership percentage gives effect to the Beneficial Ownership Limitations, and is based on 15,636,062 shares of Class A Common Stock outstanding as of April 5, 2024, and an additional 1,700,290 shares of Class A Common Stock that may be acquired by VRM, or entities associated with VRM, within 60 days of April 5, 2024.

Virage Recovery LLC, a Texas limited liability company, is the sole general partner of both Virage Recovery Master LP and Virage Recovery Participation LP.

Beneficial ownership includes 1,260 shares of Class A Common Stock, and 542,497 shares of Class A Common Stock that VRM may acquire within 60 days, including 149,599 shares of Class A Common Stock issuable upon exchange of the Up-C Units, and 392,898 shares of Class A Common Stock issuable upon exchange of VRM Warrants.

VRM Class A Common Stock holdings are subject to a 9.99% ownership limitation, based on 4,920,520 shares of Class A Common Stock outstanding as of April 8, 2025, and the additional 542,497 shares of Class A Common Stock that may be acquired within 60 days.

The sole general partner of Virage Recovery Master LP is Virage Recovery, LLC, a Texas limited liability company.

The sole members of Virage Recovery, LLC are Edward Ondarza and Martin Shellist.

Alex Ruiz is the son of John H.

Ruiz, the Company’s Chief Executive Officer.

Beneficial ownership includes 955,647 shares of Class A Common Stock.

Beneficial ownership includes 9,445 shares of Class A Common Stock and 867,029 shares of Class A Common Stock issuable upon exercise of New Warrants as reported in Form 4 filed with the SEC on May 2, 2023.

Beneficial ownership includes 508,381 shares of Class A Common Stock that YA II PN, Ltd.

may acquire under the SEPA or the Convertible Notes within 60 days (based on 320,000 shares of Class A Common Stock outstanding as of April 8, 2025, and the additional 168,381 shares of Class A Common Stock that may be acquired within 60 days, and subject to the 9.99% ownership limitations).

Certain Relationships and Related Transactions, and Director Independence.

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Ruiz and Frank C.

Quesada provided a cash loan to the Company in the amount of $13.0 million in order to satisfy the Service Fee Account condition as described in the Membership Interest Purchase

Agreement dated July 11, 2021 (the “Closing Loan”).

Quesada provided a cash loan to the Company in the amount of $13.0 million in order to satisfy the Service Fee Account condition as described in the Membership Interest Purchase Agreement dated July 11, 2021 (the “Closing Loan”).

The Closing Loan has an annual interest rate of 4% and was set to mature on November 23, 2022;

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In addition to the New Loan, the Law Firm advanced an additional $4.95 million to the Company to cover certain expenses (the “Bridge Loan”).

The Bridge Loan does not accrue interest on the unpaid balance and becomes due and payable upon funding of a credit facility that was being negotiated, but had not closed, at the end of fiscal year 2022, as set forth in Note 19 Subsequent Events of the 2022 Form 10-K.

Company can repay the Bridge Loan at any time, without prepayment penalties, fees, or other expenses.

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(x) $1,000,000 of the Compensation due to the Law Firm to fund certain resources necessary to provide services by the Law Firm, plus (y) overhead costs (i.e., salaries rent, utilities, and similar expenses;

provided that any compensation paid to John Ruiz or Frank Quesada by the Law Firm shall not be included in such overhead costs) to operate the Law Firm in an amount necessary to pay such overhead costs reasonably anticipated by the Law Firm to become due in such month.

provided that any compensation paid to John H.

Ruiz or Frank C.

Quesada by the Law Firm shall not be included in such overhead costs) (collectively, the “Law Firm Advance”) to operate the Law Firm in an amount necessary to pay such overhead costs reasonably anticipated by the Law Firm to become due in such month.

This Advance shall be offset from the Compensation, and in the event that the Legal Services Agreement is terminated, certain additional fees may become payable to the Law Firm pursuant to the terms of the Legal Services Agreement.

The LSA was ratified by the Audit Committee on June 15, 2022.

Air Transportation Services Agreement

Historically, MSP has been provided with aviation services pursuant to an Air Transportation Services Agreement, dated June 3, 2019, by and between MSP Recovery Aviation, LLC (“MSP Aviation”) and Series MRCS, a designated series of MDA Series, LLC, pursuant to which MSP Aviation agreed to provide Series MRCS and its affiliates with air transportation services via its private, non-commercial plane.

In exchange for such services, Series MRCS agreed to reimburse MSP Aviation for aircraft rental and flight time along with related fees, expenses, and taxes in accordance with a lease agreement for each flight.

MSP Aviation is owned by John H.

As of December 31, 2023 and 2022, $155 thousand and $153 thousand was due from MSP Aviation and included in the consolidated balance sheets in Affiliate Receivable.

For the years ended December 31, 2023 and 2022, $187 thousand and $400 thousand was included in General and Administrative expenses related to MSP Aviation in the consolidated statements of operations, respectively.

For the year ended December 31, 2021, the amounts were de minimis.

Management of MSP intends to continue its relationship with MSP Aviation under an informal arrangement that provides MSP and its representatives with economic terms that are at least no less favorable than the terms it would receive if it were to engage an unrelated third party to provide substantially similar services.

This agreement was approved by the Audit Committee on June 15, 2022.

The LSA was amended on April 14, 2025 to terminate the Company’s obligation to fund the Law Firm Advance effective December 31, 2024.

MSP Recovery Aviation, LLC

The Company may make payments related to operational expenses on behalf of its affiliate, MSP Recovery Aviation, LLC (“MSP Aviation”).

The Company has made payments in the periods of the financial statements only related to specifically billed flights.

As of both December 31, 2024 and 2023, $0.2 million was due from MSP Aviation and included in the consolidated balance sheets in Affiliate Receivable.

For the years ended December 31, 2024 and 2023, $0.2 million and $0.2 million, respectively, was included in General and Administrative expenses related to MSP Aviation in the consolidated statements of operations.

Funds held for other entities

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These amounts were primarily due to Series MRCS, and will be repaid either through excess cash flows from operations or other financing.

During the year ended December 31, 2022, the Company also entered into a note payable with Series MRCS as outlined in Note 7, Intangible Assets , Net.

During the year ended December 31, 2022, the Company also entered into a note payable with Series MRCS as outlined in Note 6, Intangible Assets, Net , Net.

As of both December 31, 2024 and 2023, the balance of the note payable was $0.5 million and included in the consolidated balance sheets in Claims financing obligation and notes payable.

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These were included in the consolidated balance sheets in Affiliate Receivable.

Historically, MSP Recovery has received Claims recovery service income for services provided to VRM MSP.

The Company concluded that VRM MSP is a related party due to ownership interests in the entity held by Series MRCS.

During the years ended December 31, 2022 and 2021, $10.6 and $11.5 million, respectively, of claims recovery service income was received from VRM MSP as part of the servicing agreement and was included in the consolidated statements of operations.

There was no Claims recovery service income for services provided to VRM MSP for the year ended December 31, 2023.

For the years ended December 31, 2023 and 2022, the Company recorded $221.4 million and $81.9 million, respectively, for interest expense related to the VRM Full Return and Virage MTA Amendment.

Prior the Business Combination, the Company had not guaranteed the VRM Full Return therefore no amount of interest was recorded by prior to Business Combination.

The Company concluded that VRM MSP is a related party due to ownership interests in the entity held by MSP Recovery and Series MRCS.

For the 12 months ended December 31, 2024 and 2023, the Company recorded $188.0 million and $124.7 million, and $156.2 million and $65.3 million, respectively, for interest expense related to the VRM Full Return and Virage MTA Amendment.

Working Capital Credit Facility Collateral

Pursuant to the Second Amended and Restated First Lien Credit Agreement, and in order to secure those additional advances of Term Loan B beginning in January 2024, the Company approved for Messrs.

John Ruiz and Frank Quesada to provide, as additional collateral, the following:

Ruiz and Frank C.

Quesada to provide, as additional collateral, the following:

(i) a pledge of the equity interests in an Affiliate of Messrs.

John Ruiz and Frank Quesada;

Ruiz and Frank C.

and (ii) a personal guaranty by Messrs.

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The Nasdaq independence definition includes a series of objective tests regarding a director’s independence and requires that the Board make an affirmative determination that a director has no relationship with us that would interfere with such director’s exercise of independent judgment in carrying out the responsibilities of a director.

As part of the Board’s determination, among other factors, the Board considered certain relationships of directors, including employment by LifeWallet.

As part of the Board’s determination, among other factors, the Board considered certain relationships of directors, including employment by MSP Recovery.

Principal Accounting Fees and Services.

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The aggregate audit fees (inclusive of out-of-pocket expenses) billed by Deloitte were for professional services rendered for the audit of our annual financial statements and review of financial statements included in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the SEC, and for services that are normally provided by the independent registered certified public accountants in connection with such filings, including amendments, or engagements for the fiscal year ended December 31.

Audit Fees for 2024 include $171,000 of 2023 Audit Fees billed subsequent to the filing of the 2023 Annual Report on Form 10-K.

Audit Related Fees.

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Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of the Company

April 15, 2024

Certificate of Amendment to Second Amended and Restated Certificate of Incorporation

November 18, 2024

Specimen Unit Certificate of the Registrant

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Form of New Warrant Certificate

CPIA Warrant Agreement

CPIA Warrant Agreement dated September 30, 2022

November 10, 2022

VRM Warrant Agreement

VRM Initial Warrant dated January 1, 2024

April 15, 2024

VRM Monthly Warrant dated February 1, 2024

September 10, 2024

VRM Monthly Warrant dated March 1, 2024

September 10, 2024

VRM Monthly Warrant dated April 1, 2024

September 10, 2024

VRM Monthly Warrant dated May 1, 2024

September 10, 2024

VRM Monthly Warrant dated June 1, 2024

VRM Monthly Warrant dated July 1, 2024

August 14, 2024

VRM Monthly Warrant dated August 1, 2024

August 14, 2024

VRM Monthly Warrant dated September 1, 2024

October 25, 2024

VRM Monthly Warrant dated October 1, 2024

October 25, 2024

VRM Monthly Warrant dated November 1, 2024

VRM Monthly Warrant dated December 1, 2024

VRP Warrant dated May 23, 2024

Note by and between Subrogation Holdings, LLC and Hazel Partners Holdings, LLC dated August 2, 2024

August 8, 2024

Form of Yorkville Convertible Debt

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Amended and Restated Collateral Administration Agreement, dated March 29, 2023, by and between Hazel Partners Holdings LLC, Subrogation Holdings, LLC and MSP Recovery LLC

April 15, 2024

MTA Amendment No.

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and Nomura Securities International, Inc.

April 15, 2024

MTA Amendment No.

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Ruiz, Frank C.

Quesada, Virage Capital Management LP, MSP Recovery, LLC, La Ley con John H.

Quesada, Virage Capital Management

April 15, 2024

LP, MSP Recovery, LLC, La Ley con John H.

Ruiz, MSP Recovery, Inc.

and Lionheart II Holdings, LLC

Yorkville SEPA Side Letter executed April 12, 2024

Yorkville Side Letter Agreement to Yorkville SEPA dated April 8, 2024

Yorkville SEPA Side Letter dated April 8, 2024

April 12, 2024

Yorkville SEPA Side Letter dated April 12, 2024

April 15, 2024

Yorkville SEPA Side Letter dated May 2, 2024

Yorkville SEPA Side Letter dated July 12, 2024

July 18, 2024

Letter Agreement by and between Subrogation Holdings, LLC;

MSP Recovery, LLC;

JRFQ Holdings, LLC;

4601 Coral Gables Property, LLC;

MSP Recovery Claims, Series LLC - Series 15-09-321;

and Hazel Partners Holdings, LLC dated August 2, 2024

August 8, 2024

Yorkville SEPA Side Letter executed August 13, 2024

August 14, 2024

Letter agreement by Virage Recovery Master LP and Virage Capital Management LP dated September 6, 2024

September 10, 2024

Amendment No.

3 to Second Amended and Restated Credit Agreement dated October 2, 2024

October 2, 2024

Yorkville SEPA Side Letter executed November 7, 2024

November 14, 2024

Nomura Letter Agreement dated November 12, 2024

November 18, 2024

Yorkville Letter Agreement dated January 24, 2025

January 30, 2025

Yorkville Letter Agreement dated April 10, 2025

April 10, 2025

LSA Termination

Code of Ethics

Insider Trading Policy

Subsidiaries of the Company

Consent of Deloitte & Touche LLP

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Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)

Chief Executive Officer and Chairman of the Board of Directors

(Principal Executive Officer)

April 15, 2025

/s/ Francisco Rivas-Vásquez

Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

April 15, 2025

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures