LM Funding America Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits

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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

LM FUNDING AMERICA, INC.

(Exact name of Registrant as Specified in Its Charter)

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

On September 30, 2025, the Board of Directors of LM Funding America, Inc. (the “Company”) approved, following the recommendation of the Compensation Committee of the Company (the “Compensation Committee”), the grant of options to purchase shares of common stock of the Company (the “Options”) to each of Bruce Rodgers, Richard Russell and Ryan Duran in the amounts set forth below opposite such officer’s name below.

The Options were issued subject to the terms of the Amended and Restated LM Funding America, Inc. 2021 Omnibus Incentive Plan at a per-share exercise price equal to the closing price of the Company’s common stock on the grant date of $1.14. Each Option has a term of ten years, with one-half of the Options vesting and becoming exercisable on the first anniversary of the grant date, and the remaining one-half of the Options vesting and becoming exercisable on the second anniversary of the grant date, subject to the respective executive’s continued service to the Company through the applicable vesting dates.

In addition, on September 30, 2025, the Board, following the recommendation of the Compensation Committee, approved a discretionary one-time cash bonus for individual performance and the Company’s achievement of corporate objectives (i) to Bruce Rodgers in the gross amount of $660,000 (which is approximately 80% of Mr. Rodgers’ targeted bonus amount), (ii) to Richard Russell in the gross amount of $440,000 (which is approximately 80% of Mr. Russell’s targeted bonus amount), and (iii) to Ryan Duran in the gross amount of $212,500 (which is approximately 100% of Mr. Duran’s targeted bonus amount).

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.