BUR Burford Capital Ltd - 10-K

Item 1A. Risk factors

Investing in our securities involves risk. Persons investing in our securities should carefully consider the risks set forth below and the other information contained in this 2025 Form 10-K and our other reports that we file with, or furnish to, the SEC from time to time, including our consolidated financial statements and accompanying notes. Any of the following risks could materially and adversely affect our business, financial condition, results of operations and/or liquidity. Our business, financial condition, results of operations and/or liquidity could also be materially and adversely affected by additional factors that apply to all companies generally as well as other risks that are not currently known to us or that we currently view to be immaterial. In any such case, the trading price of our securities could decline, and you may lose all or part of your investment in our securities. While we may attempt to mitigate known risks to the extent we believe to be practicable and reasonable, we can provide no assurance, and we make no representation, that our mitigation efforts, if any, will be successful. See “Forward-looking statements”, “Business" and "Management's discussion and analysis of financial condition and results of operations" for additional information with respect to certain business, competitive, regulatory, market, economic and other conditions that may materially and adversely affect our business, financial condition, results of operations and/or liquidity.

Summary of risk factors

Risks relating to our business and industry

▪ Litigation outcomes are risky and difficult to predict, and a loss in a litigation matter may result in the total loss of our capital associated with that matter.

▪ Our revenues, earnings and cash flows can vary materially between periods as both the timing of resolution and the outcome of litigation matters are difficult to predict.

▪ Our success depends on our ability to identify and select suitable legal finance assets to finance, and our failure to do so could have a material adverse effect on our business, financial condition, results of operations and/or liquidity.

▪ Our business and operations could suffer if we are not able to prevent improper use or disclosure of, or access to, privileged information, intellectual property or litigation or business strategy due to cybersecurity breaches, unauthorized use or theft.

▪ The inaccuracy or failure of the probabilistic model and decision science tools, including AI technologies, we use to predict the returns on our legal finance assets and in our operations could have a material adverse effect on our business.

▪ The laws relating to privileged information are complex and continue to evolve, and any adverse court rulings, changes in law or other developments could impair our ability to conduct effective due diligence on potential legal finance assets.

▪ The due diligence process that we undertake in connection with financing legal finance assets may not reveal all facts that may be relevant in connection with such financing.

▪ Investors will not have an opportunity to independently evaluate our legal finance assets.

▪ We are subject to credit risk relating to our various legal finance assets that could adversely affect our business, financial condition, results of operations and/or liquidity.

▪ Our portfolio may be concentrated in cases likely to have correlated results, and we have a number of assets involving the same counterparty.

▪ The lack of liquidity of our legal finance assets may adversely affect our business, financial condition, results of operations and/or liquidity.

▪ We have commitments in excess of our available capital.

▪ Changes in market conditions may negatively impact our ability to obtain attractive external capital or to refinance our outstanding indebtedness and may increase the cost of such financing or refinancing if it is obtained.

▪ We face substantial competition for opportunities with respect to legal finance assets, which could delay commitment and/or deployment of our capital, reduce returns and result in losses.

▪ If lawyers who prosecute and/or defend claims that we have financed fail to exercise due skill and care, or if their interests or those of their clients are not aligned with ours, the value of our legal finance assets could be materially adversely affected.

▪ We may not earn asset management fees and/or performance fees from our private funds.

▪ A significant portion of our AUM is attributable to private funds with a single investor.

▪ Negative publicity about or public perception of the legal finance industry or us could adversely affect our reputation, business, financial condition, results of operations and/or liquidity.

▪ We report our capital provision assets at fair value, which may result in us recognizing non-cash income that may never be realized.

▪ Legal, political and economic uncertainty surrounding the effects, severity and duration of public health threats could adversely affect our business, financial condition, results of operations and/or liquidity.

▪ Developments in AI technologies could disrupt the markets in which we operate and subject us to increased competition, legal and regulatory risks and compliance costs.

▪ Expectations relating to ESG considerations could expose us to potential liabilities, increased costs and reputational harm and adversely affect our business, financial condition, results of operations and/or liquidity.

▪ There are inherent uncertainties involved in estimates, judgments and assumptions used in the preparation of our consolidated financial statements.

▪ Our past performance may not be indicative of our future results of operations.

▪ Litigation and legal proceedings against us could adversely impact our business, financial condition, results of operations and/or liquidity.

▪ Our success depends substantially on the continued retention of certain key personnel and our ability to hire and retain qualified personnel in the future to support our growth and execute our business strategies.

▪ Our international operations subject us to increased risks.

▪ We may face exposure to foreign currency exchange rate fluctuations and may hold unhedged securities positions.

▪ The tax treatment of our financing arrangements is subject to significant uncertainty.

▪ Changes in tax laws and regulations or unanticipated tax liabilities could affect our effective tax rate, business, financial condition, results of operations and/or liquidity.

Risks relating to regulation

▪ The laws, regulations and rules relating to legal finance are evolving and may be uncertain, which may have negative consequences for the value or enforcement of our contractual agreements with our counterparties, our ability to do business in certain jurisdictions or our cost of doing business.

▪ Our asset management business is highly regulated, and changes in regulation or regulatory violations could adversely affect our business.

▪ We are subject to the risk of being deemed an investment company.

Risks relating to cybersecurity, third-party service providers, information systems and data privacy and protection

▪ Information systems risks could result in the loss of data, dissemination of confidential or privileged information, business interruptions or reputational damage, which could in turn subject us to regulatory actions, increased costs and financial loss.

▪ Catastrophic events could materially adversely affect our business, financial condition, results of operations and/or liquidity.

▪ Our operations depend on the proper functioning of information systems.

▪ The failure of our third-party service providers to fulfill their obligations, or misconduct by our third-party service providers, may have a material adverse effect on our business, financial condition, results of operations and/or liquidity.

▪ We are required to maintain the privacy and security of personal information and comply with applicable data privacy and protection laws and regulations.

Risks relating to our indebtedness

▪ We face certain risks relating to our indebtedness and our ability to incur additional indebtedness.

Risks relating to our ordinary shares

▪ We face certain risks relating to our ordinary shares, including fluctuations in the trading price and volume of our ordinary shares, lack of assurance that we will pay dividends or distributions on our ordinary shares and declines in the market price of our ordinary shares as a result of future issuances or sales of our securities.

▪ We face certain risks relating to the requirements of being a US domestic public company.

▪ If we are unable to satisfy the requirements of the Sarbanes-Oxley Act or if our internal control over financial reporting is not effective, the reliability of our financial statements may be impacted.

Risks relating to our incorporation in Guernsey

▪ We face certain risks relating to our incorporation in Guernsey, including differences in rights and protections afforded to our shareholders under Guernsey law, insolvency laws of Guernsey being less favorable than US bankruptcy laws and complexities of effecting service of US court process or enforcement of US judgments.

Risk factors

Risks relating to our business and industry

Litigation outcomes are risky and difficult to predict, and a loss in a litigation matter may result in the total loss of our capital associated with that matter.

It is difficult to predict the outcome of litigation, particularly complex commercial litigation of the type we finance. We typically advance capital to our counterparties on a non-recourse basis and are therefore entirely dependent on a positive, cash-generative outcome in the underlying litigation matter in order to recover our principal and earn a return. If our counterparty is unsuccessful in the underlying litigation matter, if the damages awarded in favor of our counterparty are less than we expect or if it is not possible to successfully enforce a favorable judgment, we could suffer a variety of adverse consequences, including the total loss of our deployed capital and, in some jurisdictions, liability for the adverse costs of the successful party to the litigation. In addition, to the extent we have provided insurance coverage in respect of adverse cost risk in the matter, a loss resulting from an adverse outcome would be compounded with additional adverse cost loss. Unfavorable outcomes in litigation matters we have financed could, individually or in the aggregate, have a material adverse effect on our business, financial condition, results of operations and/or liquidity.

Our revenues, earnings and cash flows can vary materially between periods as both the timing of resolution and the outcome of litigation matters are difficult to predict.

Our revenues, earnings and cash flows can vary materially from period to period due to the nature of our business, including the fact that litigation matters often take many years to resolve and the processes involved are subject to change and uncertainty. We are unable to control the progress and resolution of most of our assets because their timing depends upon parties working through the legal systems in various jurisdictions. As a result, the timelines for our receipt of any potential return on our assets and the related cash inflows can be long and are difficult to predict. Events or conditions that have not been anticipated may occur and may have a significant effect on the outcome or process of a litigation matter, which may reduce the actual rate of return on an asset. Moreover, the substantive or procedural law relevant to the litigation matters brought by our counterparties may change after we have committed capital. The time, complexity and expense involved in collecting returns on our assets, including the enforcement of judgments and the release of funds held in escrow pending the resolution of a litigation matter, also affect our cash flows. All these factors contribute to potentially significant volatility in our financial performance and the trading price of our securities. In addition, we cannot assure you that we will generate cash flows from the returns on our assets in an amount sufficient to enable us to meet all our obligations or to fund our working capital, asset and other business needs.

Our success depends on our ability to identify and select suitable legal finance assets to finance, and our failure to do so could have a material adverse effect on our business, financial condition, results of operations and/or liquidity.

Our success depends on our ability to identify and select legal finance assets that will be successful and pay returns, which in turn depends upon the management, conclusion and realization of suitable financing opportunities. The Commitments Committee is primarily responsible for approving the legal finance opportunities that have been identified for us to finance. There can be no assurance that we will be successful in sourcing suitable legal finance assets in a timely manner or at all or in sourcing a sufficient number of suitable legal finance assets to finance that meet our diversification, underwriting and other requirements. Our ability to select such legal finance assets depends on the availability of desirable financing opportunities, which is subject to market conditions, client demand, pricing, competition and other factors outside our control, including changes in regulations in various jurisdictions in which we operate and limitations on our ability to adequately investigate the merits of the matter or parties involved, among other things. A failure by us to identify and select suitable legal finance assets to finance could have a material adverse effect on our business, financial condition, results of operations and/or liquidity.

Our business and operations could suffer if we are not able to prevent improper use or disclosure of, or access to, privileged information, intellectual property or litigation or business strategy due to cybersecurity breaches, unauthorized use or theft.

We obtain privileged information as part of our analysis of potential legal finance assets and as part of our ongoing asset monitoring. When we receive privileged information, we are under a strict obligation to

protect it. Among other things, this obligation requires us to tightly restrict access to the privileged information itself.

As described under “— Risks relating to cybersecurity, third-party service providers, information systems and data privacy and protection—Information systems risks could result in the loss of data, dissemination of confidential or privileged information, business interruptions or reputational damage, which could in turn subject us to regulatory actions, increased costs and financial loss ”, attempts to gain unauthorized access to our information systems have become increasingly sophisticated over time, and our efforts to detect and investigate all security incidents and to prevent their recurrence may be unsuccessful. In addition to the risk of a breach of confidentiality due to a cybersecurity incident, privileged information could be compromised in other ways. Although we have implemented controls and cybersecurity measures and technologies to protect privileged information, there can be no assurance that such controls or cybersecurity measures or technologies will be effective. If our employees, third-party service providers or counterparties engage in misconduct or fail to follow appropriate security measures, the improper release or use of privileged information could result.

The improper use or disclosure of, or access to, our intellectual property or litigation or business strategy or those of our clients due to a cybersecurity breach, unauthorized use or theft could harm our competitive position, reduce the value of our capital provision assets and have a negative impact on our reputation or otherwise adversely affect our business, financial condition, results of operations and/or liquidity. In addition, if the courts were to find that we have improperly used or disclosed privileged information, there could be significant adverse consequences for the litigant, and we could be subject to complaints or lawsuits for damages or regulatory action as a result.

The inaccuracy or failure of the probabilistic model and decision science tools, including AI technologies, we use to predict the returns on our legal finance assets and in our operations could have a material adverse effect on our business.

We use internally developed probabilistic modeling and other decision science tools in our operations, including AI technologies, to assist us in underwriting and pricing potential legal finance assets, evaluating the expected lifetime returns on our legal finance assets and managing capital and liquidity. At the time we enter into a contract to finance a legal finance asset, however, we are likely to have imperfect information about the litigation matter in question and the likely future outcome. In addition, our historical information about cases or portfolios of cases may not be indicative of the characteristics of subsequent cases or portfolios of cases within the same industry or with comparable other characteristics, and our internal databases and external statistical data may not be as extensive as needed for comprehensive decision science. We disclose aggregate calculations derived from our probabilistic modeling of individual matters and our portfolio as a whole. The inherent volatility and unpredictability of legal finance assets precludes forecasting and limits the predictive nature of our probabilistic model. Furthermore, the inherent nature of the probabilistic model is that actual results will differ from the modeled results, and such differences could be material. If the probabilistic model and decision science tools we use are inaccurate or fail, including to accurately evaluate and predict the returns on our legal finance assets, there could be a material adverse effect on our business, financial condition, results of operations and/or liquidity. See “ —Developments in AI technologies could disrupt the markets in which we operate and subject us to increased competition, legal and regulatory risks and compliance costs ” for additional information with respect to various risks associated with our use of AI technologies in our operations.

The laws relating to privileged information are complex and continue to evolve, and any adverse court rulings, changes in law or other developments could impair our ability to conduct effective due diligence on potential legal finance assets.

To make informed financing decisions, we often need access to information beyond that which is publicly available about a litigation matter and regularly seek and obtain privileged information, which is information that is protected from disclosure due to the application of a legal privilege or other doctrine, including attorney work product, depending on the laws of the relevant jurisdiction. Such privileged information can lose its protection and become accessible to a litigation opponent if it is used publicly (a concept called “waiver”), which could have significant adverse consequences for the litigant. The laws relating to privileged information are complex and continue to evolve, and we could be adversely affected by court rulings, changes in law or other developments. If a court in a particular jurisdiction were to find that disclosure to legal finance providers effected a waiver of applicable legal privileges, our access to such privileged information could become constrained in that jurisdiction. Any significant limitations on our ability to access such privileged information could adversely affect our ability to conduct due diligence and make informed financing decisions with respect to certain legal finance assets.

The due diligence process that we undertake in connection with financing legal finance assets may not reveal all facts that may be relevant in connection with such financing.

Before offering to finance legal finance assets on specified economic and other terms, we conduct due diligence based on the facts and circumstances applicable to the matter that may be the subject of such financing. As part of our due diligence, we may be required to evaluate important and complex business, financial, tax, accounting, technological, environmental, social, governance, ethical, political, legal and regulatory issues. When conducting due diligence and making an assessment regarding financing a legal finance asset, we rely on the information available to us, including information provided by the parties involved in the case we intend to finance. We have no control over the accuracy or sufficiency of information received from such third parties and, in some cases, we have limited experience or no prior dealings with such third parties and are unable to assess their integrity.

The due diligence investigation that we carry out with respect to any financing opportunity may not reveal or highlight all relevant facts (including, among others, bribery, fraud or other illegal activities) or risks that would be helpful in evaluating such opportunity. Particularly where we finance a case that is at an early stage, such as before the conclusion of the fact discovery stage in a US litigation, we may have limited ability to ascertain the facts that may have a material impact on the outcome of the litigation. In addition, although we regularly perform factual and legal research beyond what is provided to us by our prospective counterparties, we may underestimate the importance of a legal or factual risk of financing an asset that ends up being conclusive. There are also material factors that contribute to the outcome of financing a legal finance asset that are impossible to research or predict at the outset, such as a judge’s or jury’s positive or negative disposition towards a particular party, witness or lawyer.

Further, we may not identify or foresee future developments that could have a material adverse effect on our returns on a legal finance asset, such as the credit risk from our counterparty or from a party in a case. For example, we may not uncover the risk associated with poor management of general finances or the litigation itself by a counterparty or other party, any insolvency risk or potential key-person risk from a counterparty or other party or a misalignment of economic incentives between us and a counterparty because of the economics of our financing and developments in the litigation. In addition, financial fraud or other deceptive practices, failures by personnel at our counterparties to comply with anti-bribery, trade or economic sanctions or other legal and regulatory requirements or our counterparties being or becoming subject to trade or economic sanctions could cause significant legal, reputational and business harm to us.

Poor returns on our legal finance assets due to shortcomings or failures in our due diligence process or unforeseen developments could adversely affect our reputation and could materially and adversely affect our business, financial condition, results of operations and/or liquidity.

Investors will not have an opportunity to independently evaluate our legal finance assets.

We generally do not disclose details of our existing or prospective legal finance assets (including their valuations for accounting purposes) on an individual basis because of restrictions applicable to privileged information and other relevant restrictions. As a result, investors will not have an opportunity to evaluate our legal finance assets and will be dependent upon our judgment and ability in selecting, managing and valuing our assets.

We are subject to credit risk relating to our various legal finance assets that could adversely affect our business, financial condition, results of operations and/or liquidity.

Prior to the conclusion of a litigation matter, we are subject to the risk that a claimant who is our counterparty, a party against whom our counterparty is making a claim, a law firm, an insurance company or another relevant party will encounter financial difficulties or become insolvent, which could delay or prevent the litigation matter from being resolved and could adversely affect our ability to earn a return on the relevant legal finance asset. On becoming contractually entitled to proceeds after the conclusion of a litigation matter, depending on the structure of the particular legal finance asset, we could be a creditor of, or otherwise subject to credit risk from, a claimant, a party against whom our counterparty is making a claim, a law firm, an insurance company or another relevant party. Moreover, we may be indirectly subject to credit risk to the extent a defendant does not pay a claimant immediately, notwithstanding successful adjudication of a claim in the claimant’s favor. If the defendant is unable or unwilling to pay or perform or if any of the parties challenges the judgment or award, we may encounter difficulties in collection. Furthermore, although we occasionally procure judgment preservation insurance to protect judgments and awards, such insurance policies may not provide full protection for several reasons, including because the circumstance of a loss was not covered by the insurance policy. Finally, in addition to the credit risk associated with individual parties to a litigation matter, losses due to the credit exposures inherent in our business could adversely affect our business, financial condition, results of operations and/or liquidity.

Our portfolio may be concentrated in cases likely to have correlated results, and we have a number of assets involving the same counterparty.

Our portfolio includes certain related exposures where we have financed multiple different counterparties in relation to the same or very similar claims, such that outcomes on these related exposures are likely to be correlated. We estimate that the fair value of the assets underlying our largest correlated exposure (excluding the YPF-related assets) represented approximately 5% and 6% of the consolidated fair value of capital provision assets as of December 31, 2025 and 2024, respectively, and approximately 4% and 5% of the capital provision assets in the Principal Finance segment as of December 31, 2025 and 2024, respectively. An adverse litigation outcome in respect of any of these individual claims may result in, or increase the likelihood of, losses on the other related claims.

In addition, we have several assets involving the same counterparty. See “Management's discussion and analysis of financial condition and results of operations—Segments—Principal Finance segment—Portfolio concentrations” for information with respect to our portfolio concentrations with a law firm and a corporate client. Accordingly, altho ugh our direct financial exposure to such law firm and/or corporate client is limited to matters in which such law firm or corporate client, as applicable, is our counterparty, if such law firm or corporate client were to encounter financial difficulties, dissolve or suffer a substantial loss of personnel, there could be a material adverse effect on our business, financial condition, results of operations and/or liquidity. Furthermore, we may enter into legal finance arrangements and hold legal finance assets with law firms that provide advice on transactions for which we or one of our counterparties is an underlying claimant, which may increase our direct or indirect overall exposure to the underlying claim.

Our exposure to cases likely to have correlated results or counterparty concentration could lead to increased volatility and could materially and adversely affect our business, financial condition, results of operations and/or liquidity.

The lack of liquidity of our legal finance assets may adversely affect our business, financial condition, results of operations and/or liquidity.

Our legal finance assets typically require significant advances of capital with no guarantee of return or repayment. It may be difficult or impossible to find willing buyers for these assets at prices we believe are representative of their underlying value or at all. Volatility in markets also could negatively impact the liquidity of our legal finance assets. Illiquid assets typically experience greater price volatility as a ready market does not exist and therefore they can be more difficult to value. In addition, the prices prospective buyers are willing to pay for illiquid assets may be more subjective than the prices for more liquid assets. The illiquidity of legal finance assets also is exacerbated by the fact that third parties may be limited in their ability to value these assets because they cannot perform full legal due diligence on an underlying matter due to the limitations imposed by applicable legal privileges and protections. The illiquidity of our legal finance assets may make it difficult for us to sell such assets if the need or desire arises. If we are required to liquidate all or a portion of our portfolio quickly, we may realize significantly less than the value at which we have previously recorded our legal finance assets in our consolidated financial statements. As a result, our ability to change the makeup of our portfolio of legal finance assets in response to changes in economic and other conditions may be relatively limited, which could adversely affect our business, financial condition, results of operations and/or liquidity.

We have commitments in excess of our available capital.

We typically have commitments to finance legal finance assets that exceed our available capital. We seek to manage our available capital and our portfolio to minimize the risk of a mismatch between the timing of when our commitments will be drawn and available cash, and many of our capital provision agreements set forth timetables for draws or structure draws with reference to case events, which provides us with some control over the timing and amounts of capital we provide in respect of our commitments. However, as we do not control the timing of developments in the matters that we finance, it is possible that such a mismatch will occur, in which case we would need either to raise additional capital (which could include the potential sale of an interest in one or more of our existing legal finance assets) or to decline to meet a commitment. There can be no assurance that we will be able to raise capital on reasonable terms or at all, and our inability to do so could cause damage to our business and the potential loss of business and financial relationships. A failure by us to deploy capital on our definitive commitments may result in adverse consequences to our business such as a loss of entitlement to any returns with respect to such definitive commitments, a loss of capital we have already deployed or a claim by a counterparty for damages. Some of our private funds also have commitments in excess of capital available and, accordingly, have some of the foregoing risks.

Changes in market conditions may negatively impact our ability to obtain attractive external capital or to refinance our outstanding indebtedness and may increase the cost of such financing or refinancing if it is obtained.

Our strategy includes raising external capital to finance the growth of our business. If market conditions were to restrict our access to external capital, our growth prospects could be adversely affected, especially if cases resolve at a significantly slower than expected pace or if we are unable to attract new business due to the market conditions. In addition, to the extent that conditions in the credit markets impair our ability to refinance or extend maturities on our outstanding indebtedness, either on favorable terms or at all, our performance may be negatively impacted and may result in our inability to repay debt at maturity or pay interest when due. Any of the above factors, individually or in the aggregate, could adversely affect our growth prospects, business, financial condition, results of operations and/or liquidity.

We face substantial competition for opportunities with respect to legal finance assets, which could delay commitment and/or deployment of our capital, reduce returns and result in losses.

Competition for attractive opportunities with respect to legal finance assets may affect our ability to finance on terms that we consider attractive. We compete to finance assets primarily with pure-play legal finance companies and multi-strategy firms that engage in legal finance as one of many investment strategies. Our competitors may have advantages relative to us that could include access to financial resources, technical capabilities, relationships, lower cost of capital, access to financing sources unavailable to us, smaller and more flexible businesses or alternative financial arrangements that are more effective or less susceptible to challenges than ours. Developments in and adoption of big data analytics and AI technologies by our competitors may negatively affect our returns if their technical capabilities outpace our own. In addition, some of our competitors may have higher risk tolerances, lower return expectations or different risk assessments than we have. Any of these factors could allow our competitors to consider a wider variety of legal finance assets, establish more relationships, offer better pricing and/or provide more flexible transaction structures. In addition to the pure-play legal finance companies and multi-strategy firms that engage in legal finance, we may also face competition from smaller industry participants or law firms using alternative financing models, insurance companies that may offer products to claimants and their counsel, as well as market entrants that have a regional-, industry- or specific claims-based approach and may offer more competitive terms or more tailored approaches. Furthermore, our ability to compete effectively in our businesses will depend on our ability to attract new qualified personnel and consultants and retain and motivate our existing personnel and consultants. We may lose financing opportunities if we do not match our competitors’ pricing, terms, structure and/or quality of service. If we are forced to match our competitors’ pricing, terms, structure and/or quality of service to commit and/or deploy our capital, we may not be able to achieve acceptable returns on our legal finance assets or may bear substantial risk of capital loss.

If lawyers who prosecute and/or defend claims that we have financed fail to exercise due skill and care, or if their interests or those of their clients are not aligned with ours, the value of our legal finance assets could be materially adversely affected.

We are highly dependent on the lawyers responsible for prosecuting and/or defending the claims that we have financed to do so with due skill and care. If such lawyers fail to perform their services competently or diligently for any reason, the value of the related legal finance assets could be materially adversely affected. Although we typically evaluate the lawyers involved in any legal finance asset we underwrite, we do not select such lawyers and/or may have limited or no prior experience with them. There can be no assurance that such lawyers will perform with the skill and care consistent with our expectations or that the outcome of a case will align with our or such lawyers’ assessment of the case at the time of underwriting.

As a matter of legal ethics in most jurisdictions, we generally cannot prevent clients from discharging their lawyers originally engaged in a case and replacing them with other lawyers who may be less experienced or capable, which could negatively affect the conduct or outcome of the case. In addition, our financing of a legal finance asset may also rely, in part, on the economic arrangements with the originally engaged lawyers. If those lawyers are discharged, the value of those economic arrangements may be reduced or eliminated, even if replacement lawyers are retained, which could adversely affect the value of the related legal finance asset.

Furthermore, lawyers owe a duty to their clients as well as an overriding duty to the courts. We generally do not own or control the claims that we finance and, therefore, are not the client of the law firm representing the claimant in a case that we finance. As a result, lawyers may be required to act in accordance with their clients’ instructions and interests rather than ours. If the interests of the claimants in cases we have financed are not aligned with ours, actions taken by lawyers representing such claimants could have a material adverse effect on the value of our legal finance assets and, consequently, on our business, financial condition, results of operations and/or liquidity.

We may not earn asset management fees and/or performance fees from our private funds.

Our income from our asset management business derives from fees earned from our management of our private funds and performance fees or carried interest with respect to those private funds. If the commitments we make on behalf of our private funds perform poorly, we may not earn performance fees. Further, if a private fund does not achieve certain returns over its life and carried interest that was previously distributed to us exceeds the amounts to which we are ultimately entitled, we may be required to repay such amounts under a “clawback” obligation. Moreover, to the extent we have deployed capital from our balance sheet in our private funds, we could experience losses on our own principal as a result of poor performance by our private funds or individual assets.

In addition, t he asset management business is highly competitive and, if investors determine that our product offerings are not attractive or i f the commitments we make on behalf of our private funds perform poorly , we may have difficulty securing additional investments in our existing private funds in the future. In order to attract capital, we may be required to structure investments for our private funds on terms that are less favorable to us or otherwise different from the terms that we have been able to obtain in the past. These risks could occur for reasons beyond our control, including general economic or market conditions, regulatory changes or increased competition. Our inability to maintain our asset management business could deter future investments in our private funds or cause investors to demand lower fees, resulting in a decrease in AUM, management fees and/or performance fees, in which case our business, financial condition , results of operations and/or liquidity may be adversely affected.

A significant portion of our AUM is attributable to private funds with a single investor.

As of December 31, 2025 and 2024, BOF-C and one of our “sidecar” funds, both funds with a single investor which is a sovereign wealth fund, represented approximately 30% and 31%, respectively, of our AUM. While the sovereign wealth fund is contractually obligated to advance capital on its commitments to such private funds, if it fails to do so we will no longer have access to this capital and our cash flows from these private funds will decline. This could result in our inability to meet a commitment, which in turn could cause damage and potential loss to our business and financial relationships. See “ —We have commitments in excess of our available capital ”.

Negative publicity about or public perception of the legal finance industry or us could adversely affect our reputation, business, financial condition, results of operations and/or liquidity.

Negative publicity about the legal finance industry in general or us specifically, even if inaccurate, could adversely affect our reputation and the confidence in our business model. For example, there is regular negative political and media activity in the United States with respect to the US consumer litigation finance industry. Although we do not participate in the US consumer litigation finance industry, negative publicity about that industry could adversely affect the public perception of the commercial legal finance industry or lead to overly broad regulation of legal finance in general. See “— Risks relating to regulation—The laws, regulations and rules relating to legal finance are evolving and may be uncertain, which may have negative consequences for the value or enforcement of our contractual agreements with our counterparties, our ability to do business in certain jurisdictions or our cost of doing business ” for additional information with respect to the risks relating to regulation.

Failure to protect our reputation and brand in the face of negative publicity and ethical, legal or moral challenges could lead to a loss of trust and confidence. There are various factors that may cause litigants, law firms and other actual and potential clients to be more reluctant to pursue external financing, such as stories in online, print and broadcast media about us or the legal finance industry, including real or perceived abusive practices or regulatory investigations or enforcement actions in the legal finance industry. Online articles, blogs and social media posts may lead to the increasingly rapid dissemination of a story and increase our exposure to negative publicity. Alternatively, our employees may knowingly or inadvertently damage our reputation or our brand by using digital or social media platforms in ways that may not be aligned with our digital or social media strategy. Negative publicity relating to legal or regulatory violations by any of the third parties we engage, or negative publicity relating to the kind of matters we pursue, could also result in reputational damage. Our success in maintaining and enhancing our reputation and brand depends on our ability to adapt to this rapidly changing media environment. Adverse publicity or negative commentary from any media outlets could damage our reputation, require us to expend substantial resources to remedy the damage or reduce the demand for our products and services, any of which could adversely affect our business, financial condition, results of operations and/or liquidity.

Negative publicity could jeopardize our relationships with existing clients, our ability to establish new relationships or our attractiveness to clients generally. Any of the foregoing could impact our ability to advance capital on our commitments, pursue our legal rights or collect amounts due to us and may materially and adversely affect our business, financial condition, results of operations and/or liquidity.

We report our capital provision assets at fair value, which may result in us recognizing non-cash income that may never be realized.

Our capital provision assets are classified as financial instruments and are accounted for at fair value in the consolidated statements of operations in accordance with US GAAP. See note 2 ( Summary of significant accounting policies—Fair value of financial instruments ), note 5 ( Capital provision assets ) and note 14 ( Fair value of assets and liabilities ) to our consolidated financial statements contained in this 2025 Form 10-K and “Management's discussion and analysis of financial condition and results of operations—Results of operations and financial condition—Fair value of capital provision assets” fo r additional information with respect to our valuation policy and fair value of our capital provision assets. In addition to using a discounted cash flow model that can be sensitive to changes in interest rates, duration and other traditional valuation factors, the valuation policy assigns an updated risk adjustment in prescribed percentages to the forecasted cash inflows based on the type of case (e.g., commercial litigation or patent), geography and case milestone. As a result, when there is an objective event in the underlying litigation that would cause a change in fair value, we reflect the positive or negative impact of such objective event through a fair value adjustment. Due to the illiquid nature of our capital provision assets, there is inherent valuation uncertainty in the assessment of fair value, and our valuation methodologies require us to make significant and complex judgments about legal and other matters that are intrinsically difficult to predict. As such, there is a risk that a case underlying one of our capital provision assets could experience a negative event even after a positive event that had previously resulted in a fair value adjustment in accordance with our valuation policy. This later event, in turn, could lower the value of such capital provision asset in our consolidated statements of financial condition and negatively impact related fair value adjustments recognized in our consolidated statements of operations in future periods.

Certain of our individual assets represent a significant portion of the fair value of our capital provision assets. We have one set of exposures to the YPF-related assets that accounted for approximately 46% and 42% of the fair value of our capital provision assets as of December 31, 2025 and 2024, respectively. The fair value of the YPF-related assets (both Petersen and Eton Park combined) on our consolidated statements of financial condition was $2.6 billion and $2.2 billion as of December 31, 2025 and 2024, respectively, with unrealized gains of $2.4 billion and $2.1 billion as of December 31, 2025 and 2024, respectively. See “ Management's discussion and analysis of financial condition and results of operat ions—Results of operations and financial condition—Fair value of capital provision assets—Fair value of YPF-related assets” for additional information with respect to the YPF-related assets.

Accordingly, the application of fair value accounting to our capital provision assets may result in us recognizing non-cash income that may never be realized, which could have a material adverse effect on our business, financial condition, results of operations and/or liquidity.

Legal, political and economic uncertainty surrounding the effects, severity and duration of public health threats could adversely affect our business, financial condition, results of operations and/or liquidity.

Legal, political and economic uncertainty surrounding the effects, severity and duration of public health threats could adversely affect our business, financial condition, results of operations and/or liquidity. For example, the Covid-19 pandemic adversely affected the global economy, disrupted global supply chains and created significant volatility in the financial markets. In addition, the Covid-19 pandemic disrupted the operation of courts around the world, causing delays in and elongation of the life of a number of our existing matters and slowdowns in new litigation activity. In turn, this resulted in lower cash proceeds from litigation resolutions in affected periods as courts around the world worked through these issues.

In addition, in a period of constrained liquidity, litigation opponents may be less willing to settle litigation matters, extending the duration of our legal finance assets and therefore restricting our ability to recycle capital. There is also an increased risk that litigation opponents may encounter financial difficulties or become insolvent, which could impact the timing and quantum of realizations on our legal finance assets. To the extent that litigation opponents in our legal finance assets do become insolvent, the impact of their insolvency on pending litigation is difficult to predict as it is not only case specific but dependent on the insolvency process in the relevant jurisdiction. Our expected realizations may be delayed and could be reduced during the restructuring or liquidation process.

The counterparties to whom we provide capital may also encounter financial difficulties or become insolvent in a period of constrained liquidity. We typically provide capital to our counterparties on a non-recourse basis and receive a return only upon the successful conclusion of a claim. If our counterparties encounter financial difficulties or become insolvent before the final resolution of their claims and are otherwise unable or unwilling to continue with their claims, we may decide to advance additional capital to them on terms that are less favorable to us. If we decide not to advance additional capital to such counterparties, it is possible

that they will not be able to pursue their claims and we may therefore not earn any returns from such counterparties.

While it is not possible to ascertain the precise impact that public health threats may have on us from an economic, financial or regulatory perspective, individually or in the aggregate, public health threats could have a material adverse effect on our business, financial condition, results of operations and/or liquidity.

Developments in AI technologies could disrupt the markets in which we operate and subject us to increased competition, legal and regulatory risks and compliance costs.

In the legal finance industry as in other industries, developments in AI technologies are rapidly evolving and uncertain in relation to their current and potential future applications, cybersecurity and privacy and data protection and the legal and regulatory frameworks within which they operate. The use of AI technologies in the legal finance industry business remains in its infancy, though we believe that ongoing development could continue to grow in benefit for our business, including by augmenting and enhancing our origination and underwriting. The legal industry in general and our business in particular have made increasing use of technological innovations over the past decade. We believe that we are well positioned relative to current market players or potential market entrants in the use of AI technologies in legal finance given our extensive database of dispute economics and outcomes. However, as AI technologies become further integrated into our business, the full extent of current or future risks related to AI technologies cannot be predicted. AI technologies could significantly disrupt the markets in which we operate and subject us to increased competition, which could have a material adverse effect on our business, financial condition, results of operations and/or liquidity. Some of our competitors may be more successful than us in the development and implementation of new AI technologies to address investor demands or improve operations. If we are unable to adequately advance our capabilities in these areas, or do so at a slower pace than others in our industry, we may be at a disadvantage.

Our intent to avail ourselves of the potential benefits, insights and efficiencies offered by the use of AI technologies may present possible legal risks and reputational harm, which could have a material adverse effect on our business, financial condition, results of operations and/or liquidity. Data in models that AI technologies utilize may contain a degree of inaccuracy and error, which could result in flawed algorithms. This could reduce the effectiveness of AI technologies and adversely impact us and our operations to the extent we and our third-party vendors rely on the work product of such AI technologies in such operations. As is the case with any tool with which we share our data, there is also a risk that AI technologies may be misused or misappropriated by our employees and/or third parties engaged by us or that such AI technologies could be compromised or vulnerable. For example, a user may input confidential information, including material nonpublic information or personally identifiable information, into AI technology applications, resulting in such information becoming part of a dataset that is accessible by third-party AI technology applications and users, including our competitors. Such actions could subject us to legal and regulatory investigations and/or actions. Furthermore, we may not be able to control how third-party AI technologies that we choose to use are developed or maintained or how data we input is used or disclosed, even where we have sought contractual protections with respect to these matters. The misuse or misappropriation of our data could have an adverse impact on our reputation and could subject us to legal and regulatory investigations and/or actions. In addition, should we communicate externally our development and use of AI technologies, we risk being accused of making inaccurate or misleading statements regarding our ability to avail ourselves of the potential benefits of AI technologies.

Regulations related to AI technologies may also impose on us certain obligations and costs related to monitoring and compliance. For example, the EU’s EU AI Act adopted in 2024 places new requirements on providers of AI technologies that will need to be addressed in alignment with various deadlines. Compliance with the EU AI Act, along with any forthcoming regulations of AI technologies and the data used to train, test and deploy them, could impose significant requirements on both the providers and deployers of AI technologies.

Expectations relating to ESG considerations could expose us to potential liabilities, increased costs and reputational harm and adversely affect our business, financial condition, results of operations and/or liquidity.

Companies across industries face increasing scrutiny from clients, regulators, investors and other stakeholders related to their ESG practices and disclosures, and governments and regulators as well as investor advocacy groups, investment funds and influential investors are also increasingly focused on these issues, especially as they relate to the environment, health and safety, diversity, equity, inclusion, labor conditions and human and civil rights. Further, there is increased public awareness and concern regarding global climate change. As a result, our ESG practices or disclosure or the ESG practices or disclosure of any parties to whom we provide capital may be damaging to our business. In addition, increasing governmental and societal attention to ESG matters, including expanding voluntary reporting, and disclosure topics such as

climate change, sustainability, natural resources, waste reduction, energy, human capital and risk oversight, could expand the nature, scope and complexity of matters that we are required to control, assess and report. There are also increasingly competing views about these areas in different jurisdictions, and it may prove to be difficult or impossible to reconcile those views in a way that is satisfactory to all stakeholders. New laws and regulations in these areas have been proposed, and in some cases adopted, and the criteria used by regulators and other relevant stakeholders to evaluate our ESG practices or disclosures are, and will continue to, change and evolve, including in ways that may require us to undertake costly initiatives or operational changes. Any failure or perceived failure to adhere to our public statements, comply with ESG laws and regulations or meet evolving and varied stakeholder expectations and standards could result in sales of our securities and declines in their market price, which could impact our ability to access capital markets and could in turn have a material adverse effect on our business, financial condition, results of operations and/or liquidity.

There are inherent uncertainties involved in estimates, judgments and assumptions used in the preparation of our consolidated financial statements.

The preparation of our consolidated financial statements requires us to make estimates, judgments and assumptions that affect the application of policies and the reported amounts of assets and liabilities, income and expenses. Estimates, judgments and assumptions are inherently subject to change in the future, and any such changes in these estimates, judgments or assumptions, including any changes due to modifications of accounting principles and guidance or their interpretation, could result in corresponding changes to the amounts of assets and liabilities, income and expenses and therefore unfavorable accounting charges or effects. Any errors or misstatements in our consolidated financial statements could have a material adverse effect on our business, financial condition, results of operations and/or liquidity.

Our past performance may not be indicative of our future results of operations.

Our past performance should not be considered indicative of our future results of operations. Our past returns have benefited from financing opportunities and general market conditions that may not continue or recur, and there can be no assurance that we or our private funds will be able to avail ourselves of comparable conditions. As the legal finance market matures, we may be subject to increased competition for talent and financing opportunities, and we may face new regulations in various jurisdictions. There can be no assurance that any of the current or future legal finance assets will eventually be successful. Failure to achieve results of operations consistent with our historical performance could have a material adverse effect on our business, financial condition, results of operations and/or liquidity.

Litigation and legal proceedings against us could adversely impact our business, financial condition, results of operations and/or liquidity.

We are regularly subject to litigation and arbitration incidental to our business, including tactical litigation against us in the context of ongoing legal finance assets. The types of claims made against us in lawsuits include claims for compensatory damages, punitive and consequential damages or injunctive relief. When we finance cases against sovereigns, there is the further risk of retaliatory criminal investigation or prosecution, and we have been the subject of such actions in the past. In general, purported securities class action litigation has been instituted against companies following periods of volatility in the overall market and in the price of a company’s securities. We have been subject in the past, and may be subject in the future, to class action litigation of this nature, which may divert management’s attention and cause us to incur significant expenses defending these lawsuits, even if they are unsuccessful. Any insurance or indemnification rights we have may be insufficient or unavailable to protect us against losses. Any of these developments could materially adversely affect our business, financial condition, results of operations and/or liquidity.

Our success depends substantially on the continued retention of certain key personnel and our ability to hire and retain qualified personnel in the future to support our growth and execute our business strategies.

Our performance largely depends upon the judgment and abilities of our management, including, in particular, our co-founders, Chief Executive Officer Christopher Bogart and Chief Investment Officer Jonathan Molot. We also rely on other key personnel, including the members of our management committee and the Commitments Committee. Our success is therefore contingent upon our ability to retain certain members of our management and other key personnel and to compensate them appropriately and competitively relative to the major law firms from which they have typically come and the potential pressures on such compensation levels from the public markets. The death, retirement, incapacity or loss of service of any of our management or other key personnel could have a material adverse impact on our business. In addition, our performance may be limited by our ability to employ and retain sufficiently qualified personnel and consultants. Such a failure to retain qualified personnel or consultants or recruit

suitable replacements for significant numbers of qualified personnel or consultants could materially adversely affect our business and growth prospects.

Our international operations subject us to increased risks.

We operate internationally and, accordingly, our business is subject to risks resulting from differing legal and regulatory requirements, political, social and economic conditions and unforeseeable developments in a variety of jurisdictions. Our non-US operations are subject to the following risks, among others:

▪ Political instability

▪ International hostilities, military actions (including the Ukraine War, the conflict in Israel and Gaza and the conflict in Venezuela), international terrorist or cyber-terrorist activities and infrastructure disruptions

▪ Differing economic cycles and adverse economic conditions

▪ Unexpected changes in regulatory and tax environments and government interference in the economy

▪ Changes to trade and economic sanctions laws and regulations

▪ Foreign exchange controls and restrictions on repatriation of capital

▪ Fluctuations in currency exchange rates

▪ Inability to collect payments or seek recourse under, or comply with, ambiguous or vague commercial or other laws

▪ Difficulties in attracting and retaining qualified international management and/or personnel

▪ Difficulties in penetrating new markets due to entrenched competitors or lack of local acceptance of our services

Our overall success as a global business depends, in part, on our ability to anticipate and effectively manage these risks, and there can be no assurance that we will be able to do so without incurring unexpected costs. If we are not able to manage the risks related to our non-US operations, our business, financial condition, results of operations and/or liquidity may be materially adversely affected.

The change in the US government to the Trump administration has resulted in uncertainty regarding potential changes in regulations, fiscal policy, social programs, immigration policy, domestic and foreign relations and international trade policies. Further, anti-American sentiment could harm the reputation and success of US companies doing business abroad. Our ability to respond to these developments or comply with any resulting new legal or regulatory requirements, including those involving economic sanctions, could increase our costs of doing business, reduce our financial flexibility and otherwise have material adverse effect on our business, financial condition, results of operations and/or liquidity.

We may face exposure to foreign currency exchange rate fluctuations and may hold unhedged securities positions.

Some of our legal finance contracts and intercompany loans are denominated in local currencies. Fluctuations in the value of the US dollar and foreign currencies, particularly pound sterling, may affect our results of operations when translated into US dollars. We do not currently engage in any currency-hedging activities to seek to limit the risk of exchange rate fluctuations. However, in the future, we may use derivative instruments, such as foreign currency forward and option contracts, to seek to hedge certain exposures to fluctuations in foreign currency exchange rates. The use of such hedging activities may not offset any or more than a portion of the adverse financial effects of unfavorable movements in foreign exchange rates over the limited time the hedges are in place. Moreover, the use of hedging instruments may introduce additional risks if we are unable to structure effective hedges.

In addition, we may from time to time take substantial positions in the securities of companies that are subject to a corporate or regulatory event or to litigation. While we may seek to hedge these positions, appropriate hedging may not be available at a cost we consider reasonable or at all. If the value of the underlying securities was to decline, we would experience losses, which may have a materially adverse effect on our business, financial condition, results of operations and/or liquidity.

The tax treatment of our financing arrangements is subject to significant uncertainty.

We structure our financings on a case-by-case basis in consultation with our professional advisers in order to comply with applicable law. However, there is limited authority and significant uncertainty regarding the tax treatment of legal finance and/or the structures through which we provide our financings in the applicable taxing jurisdictions in which they are made. Accordingly, there can be no assurance that an applicable taxing

authority will accept our position on the tax treatment of a particular financing arrangement or the structures we employ. If an applicable tax authority was to successfully maintain a different position, the value of our assets could be adversely affected, we could be subject to additional tax liability or both. In addition, tax laws and regulations are under constant development and often subject to change as a result of government policy or case law developments, frequently with retroactive effect, and such changes in applicable tax laws could adversely affect the taxation of us or our assets.

Changes in tax laws and regulations or unanticipated tax liabilities could affect our effective tax rate, business, financial condition, results of operations and/or liquidity.

The global nature of our business operations and counterparties subjects us to taxation in the United States and numerous foreign jurisdictions. Due to economic and political conditions, tax rates in various jurisdictions may be subject to significant change. Our future effective tax rates could be affected by changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities or changes in tax laws and regulations or their interpretation.

The Organization for Economic Co-operation and Development (the “ OECD ”) has introduced a framework to implement a global minimum tax of 15% for certain multinational companies (referred to as “ Pillar Two ”). During the course of the year ended December 31, 2024, Guernsey and certain countries in which we historically report a portion of our earnings have enacted tax legislation consistent with the Pillar Two mandate. Pillar Two taxes are considered an alternative minimum tax accounted for as a period cost that will impact the effective tax rate in the year the Pillar Two tax obligation arises. Therefore, deferred taxes will not be recognized or adjusted for the estimated effects of future minimum taxes . Importantly, Pillar Two tax obligation only arises as of the tax year following a period after a multinational enterprise has earned annual consolidated revenues of at least €750 million in at least two out of the prior four accounting periods.

Based on our annual consolidated total revenues over the past several years, we are not subject to the Pillar Two mandate as of the date of this 2025 Form 10-K. Notwithstanding this fact, we have assessed the potential impact of Pillar Two based on laws enacted as of the date of this 2025 Form 10-K, and there was no material effect on our current effective tax rate, business, financial condition , results of operations and/or liquidity for the year ended December 31, 2025. In addition, based on this assessment and the prospective nature of the effective date of the application of the Pillar Two rules, we also do not currently anticipate any material effect on our effective tax rate, business, financial condition , results of operations and/or liquidity for the year ending December 31, 2026. Our analysis and monitoring of the Pillar Two mandate is ongoing as the OECD continues to release additional guidance and c ountries continue to enact and implement legislation. To the extent additional legislative changes take place in the countries in which we currently operate or report earnings, it is possible that these changes may result in an adverse impact on our future overall effective tax rate, business, financial condition, results of operations and/or liquidity.

Risks relating to regulation

The regulatory and legal requirements that apply to our business and operations are subject to periodic change and may become more restrictive, which may make compliance with applicable requirements more difficult, expensive or otherwise restrict our ability to conduct our business and operations as they are now conducted. Changes in applicable regulatory and legal requirements, including changes in their enforcement, could materially and adversely affect our business, financial condition, results of operations and/or liquidity. As a matter of public policy, the regulatory bodies that regulate our business and operations are generally responsible for safeguarding the integrity of the securities and financial markets and protecting private fund investors who participate in those markets rather than protecting the interests of our shareholders.

The laws, regulations and rules relating to legal finance are evolving and may be uncertain, which may have negative consequences for the value or enforcement of our contractual agreements with our counterparties, our ability to do business in certain jurisdictions or our cost of doing business.

The laws, regulations and rules pertaining to the acquisition of or taking of a financial position or a commercial interest in legal claims and defenses are evolving and can be complex and uncertain in the United States and elsewhere. Our legal finance assets could be open to challenge, reduced in value or extinguished following changes in laws, rules or regulations. In various jurisdictions, there are prohibitions or restrictions in connection with financing claims (known in many common law jurisdictions as maintenance, and a form of maintenance, called champerty) or the assignment of, or other economic participation in, legal claims. For example, in the State of New York, Judiciary Law § 489 prohibits the assignment of a legal claim in certain circumstances, and certain other jurisdictions have similar laws. In the State of New York, the relevant case law provides as of the date of this 2025 Form 10-K that the contracts underlying our legal finance assets are valid. However, such case law may be overruled or the statutory and other laws in the State of New York or other jurisdictions could be amended to include additional prohibitions or restrictions, which may adversely affect our business. The ability to participate financially in a lawyer’s fees is also

limited in certain jurisdictions (including by ethical rules prohibiting a lawyer from sharing fees with non-lawyers). Such prohibitions and restrictions are governed by the laws, regulations and rules of each relevant jurisdiction and vary in degrees of strength and enforcement in different state, federal or non-US jurisdictions. This is a complex issue that involves both substantive law and choice of law principles. However, in many jurisdictions, the relevant issues may not have been considered by the courts or addressed by statute, and thus obtaining legal advice or clarity is difficult. If we, our counterparties or the lawyers handling the matters underlying our legal finance assets were to be found to have violated prohibitions or restrictions in connection with these matters, there could be a materially adverse effect on the value of the affected legal finance assets, our ability to enforce the relevant contractual agreements with our counterparties and our recoveries from such matters, including our costs.

In addition, politicians, advocacy groups, corporate defendants and media reports have, in the past, advocated and may continue to advocate action to restrict legal finance. Some jurisdictions have enacted or are considering enacting laws, regulations or rules requiring the disclosure of litigation financing or other non-prohibitory regulation. Such laws, regulations or rules or other future laws, regulations or rules may deter parties from engaging us, result in a reduction in the overall number of potential legal finance assets and/or adversely affect the value of legal finance assets already in existence in such jurisdictions.

The laws, regulations, rules and supervisory guidance and policies applicable to our business activities are subject to regular modification and change, including by institutions such as US state and federal legislatures, bar associations, courts and other US and non-US legislative, regulatory, judicial or advisory bodies. For example, in the United States, legislation has been introduced in the US Congress in multiple sessions that would require various types of regulation of litigation finance. Such legislation has never passed either house of Congress, but we expect the same or similar legislation will be introduced again in the future. In addition, similar legislation is introduced in various US state legislatures from time to time. Moreover, recent case law in the United Kingdom held that certain litigation financing arrangements where the litigation finance provider is entitled to a percentage of any damages recovered are unenforceable if they do not comply with relevant legal requirements. In Germany, there is no statutory regulation of legal finance, with market practice instead shaped by general civil law principles and professional rules, and we expect additional Supreme Court guidance in the course of 2026 on the permissible use of assignment models in complex antitrust and cartel damages litigation. Furthermore, other markets, such as Singapore and Hong Kong, have also enacted regulations largely focused on capital adequacy and constraining abusive behavior.

Changes to laws, regulations or rules, including changes in interpretation or implementation of laws, regulations or rules, could affect us in substantial and unpredictable ways. Such changes could subject us to additional costs, delay new financing arrangements, limit the quantity and size of our financing arrangements, limit the types of products and services we may offer or our financing opportunities, decrease returns on our legal finance or other assets and allow certain clients to void our contracts with them. Any of these developments may have a materially adverse effect on our business, financial condition, results of operations and/or liquidity.

Our asset management business is highly regulated, and changes in regulation or regulatory violations could adversely affect our business.

Our asset management business is highly regulated, and the applicable regulations are subject to change. Compliance with these regulations requires a significant investment of management and financial resources, and any liability imposed on us for violations of existing or future regulations could adversely affect our asset management business. The SEC regulates our investment management activities and is empowered to conduct investigations and administrative proceedings that can potentially result in fines, suspensions of personnel, changes in policies, procedures or disclosure or other sanctions, including censure, the issuance of cease-and-desist orders, the suspension or expulsion of an investment adviser from registration or memberships or the commencement of a civil or criminal lawsuit against us or our personnel. Any SEC actions or initiatives against us could have an adverse effect on our business, financial condition, results of operations and/or liquidity. Regardless of whether an investigation or proceeding resulted in a sanction or of the monetary size of any sanction imposed against us or our personnel, the adverse publicity relating to the investigation, proceeding or imposition of these sanctions could harm our reputation.

The SEC has adopted amendments to existing rules under the Investment Advisers Act that will impact our asset management business. First, there is an amended rule relating to the Form PF, which is a regulatory filing made to the SEC by investment advisers to private funds. Additionally, the US Department of Treasury’s Financial Crimes Enforcement Network adopted a final rule that will require investment advisers to implement an anti-money laundering program. These rules will likely require investment of additional management and financial resources and otherwise have an impact on our asset management business, which may have an adverse effect on our business, financial condition, results of operations and/or liquidity.

We are subject to the risk of being deemed an investment company.

If we were deemed an “investment company” under the US Investment Company Act of 1940, as amended (the “ Investment Company Act ”), applicable restrictions could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business. An entity will generally be deemed to be an “investment company” for purposes of the Investment Company Act if (i) it is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities (frequently referred to as an “orthodox” investment company) or (ii) absent an applicable exemption, it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of US government securities and cash items) on an unconsolidated basis (frequently referred to as an “inadvertent” investment company). Excluded from the term “investment securities”, among others, are US federal government securities and securities issued by majority-owned subsidiaries that are not themselves investment companies and are not relying on the exception from the definition of investment company set forth in Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act.

We are and hold ourselves out as a leading global finance and asset management firm focused on law. We believe that, even if our legal finance assets were to be determined to constitute investment securities for purposes of the Investment Company Act, we should be exempt from registration as an investment company under Section 3(c)(5) of the Investment Company Act. Section 3(c)(5) of the Investment Company Act excludes from the definition of investment company “[a]ny person who is not engaged in the business of issuing redeemable securities, face-amount certificates of the installment type or periodic payment plan certificates, and who is primarily engaged in one or more of the following businesses: (A) [p]urchasing or otherwise acquiring notes, drafts, acceptances, open accounts receivable, and other obligations representing part or all of the sales price of merchandise, insurance, and services or (B) making loans to manufacturers, wholesalers, a nd retailers of, and to prospective purchasers of, specified merchandise, insurance, and services”. We and our subsidiaries that conduct our legal finance business are not in the bu siness of issuing redeemable securities, face-amount certificates of the installment type or periodic payment plan certificates and are primarily engaged in the business of legal finance by way of financing and acquiring notes evidencing financing, for purposes of the Investment Company Act, to parties engaged in litigation or arbitration and their law firms. The purpose of such financing is to provide the counterparties with the capital necessary to finance the costs associated with litigation.

The Investment Company Act and the rules thereunder contain detailed parameters for the organization and operation of investment companies. Among others, the Investment Company Act and the rules thereunder limit or prohibit transactions with affiliates, impose limitations on the issuance of debt and equity securities, generally prohibit the issuance of options and impose certain governance requirements. We conduct our operations so that we will not be deemed an investment company under the Investment Company Act, which requires us to conduct our business in a manner that does not subject us to the registration and other requirements of the Investment Company Act. If we are deemed to be an investment company under the Investment Company Act, requirements imposed by the Investment Company Act, including limitations on our capital structure, ability to transact business with affiliates and ability to compensate key employees, could make it impractical for us to continue our business as currently conducted, impair the agreements and arrangements between and among us and our clients and materially adversely affect our business, financial condition, results of operations and/or liquidity.

Risks relating to cybersecurity, third-party service providers, information systems and data privacy and protection

Information systems risks could result in the loss of data, dissemination of confidential or privileged information, business interruptions or reputational damage, which could in turn subject us to regulatory actions, increased costs and financial loss.

Our information systems and those of the third parties that we may engage from time to time may fail to operate properly or become disabled as a result of tampering or a breach of our network security systems or otherwise, as a result of tampering or a breach of our third parties’ network security systems or as a result of any hardware or software bugs unrelated to any tampering or breach of our or our third parties’ network security systems. In addition, our information systems and those of our third parties face ongoing cybersecurity threats and cyberattacks. Cyberattacks on our information systems and those of our third parties could involve, and in the past have involved, attempts to obtain unauthorized access to our proprietary information, destroy data (including personal or employee data) or disable, degrade or sabotage our systems, or divert or otherwise steal funds, including through the introduction of computer viruses, “phishing” attempts and other forms of social engineering. Cyberattacks and other cybersecurity threats could originate from a wide variety of external sources, including cyber criminals, nation state hackers, hacktivists and other outside parties. Cyberattacks and other cybersecurity threats could also originate from

the malicious or accidental acts of insiders, such as employees. In addition, there is an increased risk that we may experience cybersecurity-related incidents as a result of our employees, third-party service providers or other third parties working remotely on less secure systems and environments. Recent developments in the threat landscape that have heightened cybersecurity risk include use of AI technologies, as well as an increased number of cyber extortion and ransomware attacks, with higher financial ransom demand amounts and increasing sophistication and variety of ransomware techniques and methodology. Increasing socioeconomic and political instability in some countries has further heightened these risks. Retaliatory acts by foreign governments in response to Western sanctions could include cyberattacks that could directly or indirectly impact our business. We face increased frequency and sophistication of cybersecurity threats, with cyberattacks ranging from those common to businesses generally to those that are more advanced and persistent and that may target us and our third parties because we hold significant privileged information about our legal finance assets. As a result, we and our third parties may face a heightened risk of a cybersecurity incident or disruption with respect to such privileged information. While we take significant efforts to protect our information systems and information, including establishing internal processes and implementing technological measures designed to provide multiple layers of security, and require the third parties that we engage to take similar efforts, our safety and security measures might be insufficient to prevent damage to, or interruption or breach of, our information systems, data (including personal or employee data), and operations, especially because cyberattack techniques change frequently or are not known until successful. If our systems or those of our third parties are compromised, do not operate properly or are disabled, or if we fail to provide the appropriate regulatory or other notifications in a timely manner, we could suffer the loss of data, dissemination of confidential or privileged information, business interruptions or reputational damage, which could in turn subject us to regulatory actions, increased costs and financial loss, as well as liability to our shareholders and/or private funds and private fund investors. Furthermore, if we fail to comply with relevant laws, rules and regulations, it could result in regulatory investigations and penalties, which could lead to negative publicity and reputational harm and may cause our shareholders and/or private fund investors and counterparties to lose confidence in the effectiveness of our security measures.

Catastrophic events could materially adversely affect our business, financial condition, results of operations and/or liquidity.

A disruption or failure of our systems or operations in the event of a major earthquake, weather event (including those caused or exacerbated by the effects of climate change), fire, explosion, failure to contain hazardous materials, cyber-attack, terrorist attack, public health crisis, pandemic or other catastrophic event could cause delays in providing our products and services or performing other critical functions and operations. A catastrophic event that results in the destruction or disruption of any of our critical functions or operations, or of the capacity, reliability or security of our information technology systems, could harm our ability to conduct normal business operations, as well as expose us to claims, litigation and governmental investigations and fines.

Public health emergencies have in the past affected and may in the future adversely affect workforces, economies and financial markets globally, leading to an economic downturn. We remain focused on protecting the health and well-being of our employees while assuring the continuity of our business operations.

We may also face threats to our physical security, including to our facilities and the safety and well-being of our employees. In addition to the potential catastrophic events described above, these threats could involve insider threats, workplace violence or civil unrest, any of which could cause delays or other impacts that could adversely affect us and our ability to conduct our business operations. Our third-party partners and counterparties face similar risks that, if realized, could also adversely impact our business operations. We could also incur unanticipated costs to remediate such delays or other impacts.

If our backup and mitigation plans are not sufficient to minimize business disruptions, our business, financial condition, results of operations and/or liquidity could be adversely affected. We continuously monitor our operations and intend to take appropriate actions to mitigate the risks arising from catastrophic events, but there can be no assurances that we will be successful in doing so.

Our operations depend on the proper functioning of information systems.

We rely on our information systems, and those of our third-party service providers, to conduct our business, including case management and documentation, producing financial and management reports on a timely basis, maintaining accurate records and utilizing AI technologies. Our information technology processes and information systems, or those of our third-party service providers, may not operate as expected, may not fulfil their intended purpose or may be damaged or interrupted by increases in usage, human error, unauthorized access, natural or man-made hazards or disasters or other similarly disruptive events. Disruptions or failures of our information systems or those of our third-party service providers, whether

involving cloud service providers, electronic communications or other information technology services used by us or our third-party service providers, have occurred in the past and could occur in the future and may result in costs, operational inefficiencies or other disruptions that could adversely affect our reputation, prospects, business, financial condition, results of operations and/or liquidity.

Information systems are susceptible to malfunctions and interruptions, including those due to equipment damage, power outages, computer viruses, natural or man-made hazards or disasters and a range of other hardware, software and network problems. A significant malfunction or interruption of one or more of our information systems, or those of our third-party service providers, could adversely affect our ability to operate efficiently and maintain service availability. In addition, a malfunction of our data system security measures, or those of our third-party service providers, could enable unauthorized persons to access sensitive data, including information relating to our intellectual property or litigation or business strategy or those of our clients. Any such malfunction or interruption could result in economic losses and reputational harm. Any of these developments, alone or in combination, could have a material adverse effect on our business, financial condition, results of operations and/or liquidity.

The failure of our third-party service providers to fulfill their obligations, or misconduct by our third-party service providers, may have a material adverse effect on our business, financial condition, results of operations and/or liquidity.

We depend on third-party service providers for, among other things, fund administration and provision of a variety of corporate services to manage our multi-jurisdictional structure. There can be no assurance that our internal controls and procedures will be effective in monitoring and managing such third-party service providers. The failure of our third-party service providers to fulfill their obligations to us, or misconduct by our third-party service providers, could disrupt our operations and lead to reputational harm, which may have a material adverse effect on our business, financial condition, results of operations and/or liquidity.

We are required to maintain the privacy and security of personal information and comply with applicable data privacy and protection laws and regulations.

We collect, store and process personal information about individuals, including employees, contractors and third-party service providers as well as suppliers, agents, clients, investors and counterparties. This information is increasingly subject to a range of US and international laws, rules and regulations relating to data privacy and protection. Additional data privacy and protection laws and regulations may come into effect in the United States on a state-by-state basis or worldwide that could potentially impact our business. While we have invested and continue to invest resources to comply with data privacy and protection laws and regulations, many of these laws and regulations are new, complex and subject to interpretation. To maintain compliance with these laws and regulations, we may incur increased costs to continually evaluate and modify our policies and processes and to adapt to new legal and regulatory requirements. A failure to comply with data privacy and protection laws and regulations could result in negative publicity, damage to our reputation, regulatory investigations, penalties or significant legal liability. Furthermore, our business and operations could also be adversely affected if legislation or regulations are expanded to require changes in our business practices or if governing jurisdictions interpret or implement their legislation or regulations in ways that negatively affect our business.

Risks relating to our indebtedness

We may not be able to generate sufficient cash to service our indebtedness and may be forced to take other actions to meet our obligations under our indebtedness, which may not be successful.

We have significant debt service obligations. Our ability to make principal or interest payments when due on our indebtedness and to fund our ongoing operations will depend on our future performance and our ability to generate cash, which is subject to general economic, financial, competitive, legislative, legal, regulatory and other factors, many of which are beyond our control. In addition, our cash flows largely depend on the outcome of litigation matters to which we have made a capital commitment. Such outcomes are inherently uncertain, and it is difficult to accurately forecast our cash flows for any future period. While the interest payment dates on our debt obligations are fixed, the cash inflows from litigation matters fluctuate materially. In addition, the indentures governing our indebtedness contain various covenants. If we are unable to comply with these covenants, payment on our indebtedness may become due early. If we do not have sufficient cash at the required time, we may have difficulty meeting our payment obligations under our existing indebtedness.

At the maturity of the obligations under our outstanding indebtedness and any other indebtedness that we may incur in the future, if we do not have sufficient cash flows from operations and other capital resources to pay our debt obligations or to fund our other liquidity needs, or if we are otherwise restricted from doing so due to corporate, tax or contractual limitations, we may be required to refinance our indebtedness. If we are unable to refinance all or a portion of our indebtedness or obtain such refinancing on terms acceptable to

us, we may be forced to reduce or delay our business obligations, activities, capital expenditures or growth opportunities, sell assets, raise additional debt or equity financing in amounts that could be substantial or restructure or refinance all or a portion of our indebtedness, on or before maturity. There can be no assurance that we would be able to accomplish any of these alternatives on a timely basis or on satisfactory terms, if at all, or that those actions would secure sufficient capital to meet our obligations under our indebtedness.

In particular, our ability to restructure or refinance our indebtedness will depend in part on our financial condition at the time of restructuring or refinancing as well as on many factors outside our control, including then prevailing conditions in the international credit and capital markets. Any refinancing of our indebtedness could be at higher interest rates than our existing indebtedness and may require us to comply with more onerous covenants. The terms of our existing or future indebtedness may restrict us from adopting some of these alternatives. In addition, any failure to make payments of interest or principal on our outstanding indebtedness on a timely basis would likely result in a reduction of our credit rating, which could harm our ability to incur additional indebtedness.

Despite our level of indebtedness, we may be able to incur substantial additional indebtedness, which could further exacerbate the risks associated with our existing indebtedness.

Despite our level of indebtedness, we may be able to incur substantial additional indebtedness in the future. Although the agreements governing our indebtedness contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of significant qualifications and exceptions and, under certain circumstances, the amount of indebtedness that could be incurred in compliance with these restrictions could be substantial. If additional indebtedness is added to our existing levels of indebtedness, the related risks that we now face would increase, and we may not be able to meet all the obligations under our existing indebtedness. In addition, our debt instruments do not prevent us from incurring obligations that do not constitute indebtedness.

Risks relating to our ordinary shares

Our ordinary shares are traded on more than one market, which may result in price and volume variations.

Our ordinary shares have traded on the NYSE since October 2020 and on AIM since 2009. Trading in our ordinary shares on these markets takes place in different currencies (US dollar on the NYSE and pound sterling on AIM) and at different times (resulting from different time zones, different trading days and different public holidays in the United States and the United Kingdom). The trading prices, volatility and liquidity of our ordinary shares on these two markets may differ due to these and other factors, including different custody and settlement arrangements that may affect cross-market trading. Any decrease in the price of our ordinary shares on AIM could cause a decrease in the trading price of our ordinary shares on the NYSE, and vice versa. Investors could seek to sell or buy our ordinary shares to take advantage of any price differences between the markets through a practice referred to as arbitrage. Any arbitrage activity could create unexpected volatility in the trading price of our ordinary shares.

The trading price of our ordinary shares may fluctuate significantly.

The market price of our ordinary shares has been highly volatile. For example, the market price of our ordinary shares has ranged on AIM from a high of £18.70 per ordinary share on March 14, 2019 (approximately $24.84 using the exchange rate of $1.3282 on March 14, 2019) to a low of £2.81 per ordinary share on March 18, 2020 (approximately $3.31 using the exchange rate of $1.1763 on March 18, 2020) . The market price of our ordinary shares on the NYSE and AIM could continue to be volatile due to the risks set forth in this 2025 Form 10-K and others beyond our control, including:

▪ Regulatory actions or changes in laws with respect to legal finance or practices commonly used in the legal finance industry

▪ Negative publicity about or public perception of the legal finance industry or us

▪ Actual or anticipated fluctuations in our financial condition and/or results of operations

▪ Increased competition and actual or anticipated changes in our growth rate relative to our competitors

▪ Announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures, collaborations or capital commitments

▪ Failure to meet or exceed financial estimates and projections of the investment community or that we provide to the public

▪ Issuance of research reports by securities analysts or other members of the financial community

▪ Fluctuations in the valuation of companies perceived by investors to be comparable to us

▪ Additions or departures of key management

▪ Sales or issuances of our ordinary shares by us, insiders or other shareholders

▪ General economic and market conditions

These and other market and industry factors may cause the market price and demand for our ordinary shares to fluctuate significantly regardless of our actual operating performance. In addition, the trading market for our ordinary shares is affected by the research and reports that equity research analysts publish about us and our business, over which we have no control. The price of our ordinary shares could fluctuate significantly if one or more equity analysts issue unfavorable commentary or cease publishing reports about us.

There can be no assurance that we will pay dividends or distributions.

The Board of Directors has declared a final cash dividend for the year ended December 31, 2025 of 6.25¢ (US cents) per ordinary share, payable on June 12, 2026, subject to shareholder approval at our upcoming annual general meeting in May 2026. In the past, the Board of Directors did not declare a cash dividend on a number of occasions, and we cannot provide assurance that we will declare dividends or distributions in the future. The declaration and payment of dividends and distributions, if any, will always be subject to the discretion of the Board of Directors and the requirements of Guernsey law (including, among others, satisfaction of a statutory solvency test). The timing and amount of any dividends or distributions declared will depend on, among other things, our cash flows from operations and available liquidity, our earnings and financial condition and any applicable contractual restrictions, including restrictions in the instruments governing our debt securities.

Given the demand for our capital and the tax inefficiency of dividend payments to certain shareholders, we currently anticipate continuing to pay a total annual dividend of 12.50¢ (US cents) per ordinary share, payable semi-annually, but do not anticipate regular increases in our dividend per ordinary share level. However, the Board of Directors may review our dividend per ordinary share level from time to time.

In addition, we are a holding company with no material assets, other than the ownership of our subsidiaries, and no independent means of generating revenues. Accordingly, our ability to pay dividends or distributions will be subject to the ability of our subsidiaries to transfer funds to us.

Future issuances or sales of our securities may cause the market price of our ordinary shares to decline.

The market price of our ordinary shares could decline as a result of issuances of securities (including our ordinary shares) by us or sales by our existing shareholders of ordinary shares in the market, or the perception that such issuances or sales could occur. Sales of our ordinary shares by shareholders may make it more difficult for us to sell equity securities at a time and price that we deem appropri ate. See note 18 ( Share-based and deferred compensation ) to our consolidated financial statements contained in this 2025 Form 10-K for information with respect to our ordinary shares issued, and available for future grants, under our equity-based incentive compensation plans. Issuances or sales of substantial numbers of our ordinary shares, or the perception that such issuances or sales could occur, may adversely affect the market price of our ordinary shares .

The requirements of being a US domestic public company require significant resources and management attention, which increases our legal and financial compliance costs and could affect our ability to attract and retain key personnel and qualified senior management and members of the Board of Directors.

As of June 30, 2024, we determined that we no longer qualify as a “foreign private issuer” as defined under the Exchange Act and, effective as of January 1, 2025, we became subject to the reporting regime that applies to US domestic public companies listed on the NYSE. This requires us to file periodic and current reports and registration statements on US domestic public company forms that are generally more detailed and extensive than the forms available to foreign private issuers, are required to be filed within shorter time periods and must comply with, among other things, US proxy requirements and Regulation FD. In addition, our officers, directors and principal shareholders are subject to the beneficial ownership reporting and short-swing profit recovery requirements under Section 16 of the Exchange Act. We are also no longer eligible to rely upon exemptions from corporate governance requirements that are available to foreign private issuers or to benefit from other accommodations for foreign private issuers under the rules of the SEC or the NYSE, as applicable, and have modified certain of our policies to comply with good governance practices applicable to US domestic public companies.

Compliance with these rules and regulations has increased our legal and financial compliance costs, especially following our loss of the foreign private issuer status, making certain activities more difficult, time-consuming and costly and increasing demand on our systems and resources. As a result of the complexity involved in complying with the rules and regulations applicable to US domestic public companies, our management’s attention may be diverted from other business concerns, which could adversely affect our reputation, prospects, business, financial condition, results of operations and/or liquidity. These factors could also make it more difficult for us to attract and retain qualified senior management and members of the Board of Directors.

Laws, regulations and standards relating to corporate governance, ESG matters and public disclosure continue to evolve and are subject to varying interpretations, which can create ongoing uncertainty, necessitate revisions of our disclosure and governance practices and increase costs. If our compliance efforts differ from the expectations of regulators or governing bodies, we could face legal proceedings or other adverse actions, which could have a material adverse effect on our business, financial condition, results of operations and/or liquidity.

Furthermore, the Trump administration has implemented and will continue to seek to implement a regulatory and legislative reform agenda that is significantly different than that of the Biden administration. We expect there will be changes in the rule-making and enforcement priorities of certain federal agencies as well as potential significant developments in jurisprudence. The evolving regulatory and legal environment and uncertainty about the timing and scope of future laws, judicial decisions, regulations and policies may contribute to decisions we may make with respect to our operations, whereas adverse developments affecting the general economic climate could have a material adverse effect on our business, financial condition, results of operations and/or liquidity.

If we are unable to satisfy the requirements of the Sarbanes-Oxley Act or if our internal control over financial reporting is not effective, the reliability of our financial statements may be impacted, resulting in loss of investor confidence, shareholder litigation or adverse regulatory consequences, any of which could cause the market value of our ordinary shares or debt securities to decline or impact our ability to access the capital markets

The SEC rules implementing Section 404(a) of the Sarbanes-Oxley Act require a company subject to the reporting requirements of the Exchange Act to complete a comprehensive evaluation of its internal control over financial reporting. To comply with these rules, we are required to assess, document and test our internal control procedures, and our management is required to assess and issue a report concerning our internal control over financial reporting. We also maintain disclosure controls and procedures that are designed, among other things, to ensure that information required to be disclosed in the reports we file or furnish under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. In addition, we are subject to the independent auditor attestation requirements under Section 404(b) of the Sarbanes-Oxley Act, pursuant to which our independent auditor is required to attest to and report on management’s assessment of our internal control over financial reporting.

Under the PCAOB auditing standards applicable to us as a reporting company under the Exchange Act, a “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our consolidated financial statements will not be prevented or detected on a timely basis. As previously disclosed in our annual report on Form 10-K for the year ended December 31, 2024 and our annual report on Form 20-F for the year ended December 31, 2023, a material weakness existed in our internal control over financial reporting as of each of December 31, 2024 and 2023 relating to a lack of available evidence to demonstrate the precision of our management’s review of the process to determine certain assumptions used in the measurement of the fair value of our capital provision assets. We have successfully remediated the material weakness as of December 31, 2025. See “ Controls and procedures ” for additional information with respect to the remediation of this material weakness. While the remediation efforts have been effective, there can be no assurance that we will not identify additional material weaknesses in the future or fail to maintain an effective control environment. If additional material weaknesses are identified in the future or if we are unable to successfully remediate any future material weaknesses or other deficiencies in our internal control over financial reporting or disclosure controls and procedures, our ability to record, process and report financial information accurately and to prepare consolidated financial statements within the time periods specified by the rules and regulations of the SEC could be adversely affected. This could in turn subject us to shareholder litigation or adverse regulatory consequences, including sanctions by the SEC or violations of the applicable listing rules of the NYSE, which may result in a breach of the covenants under our existing or future debt instruments. In addition, any failure to implement and maintain effective internal control over

financial reporting could adversely affect the results of periodic management evaluations and the independent registered public accounting firm’s annual attestation reports regarding the effectiveness of our internal control over financial reporting. There could also be a negative reaction in the financial markets due to a loss of investor confidence in us and the reliability of our consolidated financial statements, which could have a material adverse effect on our reputation, prospects, business, financial condition, results of operations and/or liquidity, lead to a decline in the market price of our ordinary shares or debt securities or impact our ability to access capital markets.

If we are classified as a PFIC for US federal income tax purposes, such classification could result in adverse US federal income tax consequences to US investors.

If we are treated as a passive foreign investment compa ny (“ PFIC ”) in a ny year during which a US Holder holds our ordinary shares, such US Holder could be subject to significant adverse US federal income tax consequences as a result of the ownership and disposition of our ordinary shares. See “ Market for registrant's common equity, related stockholder matters and issuer purchases of equity securities—Tax considerations—Material US federal income tax considerations ” for additional information with respect to PFIC classification and consequences to US federal income tax consequences to US investors.

Risks relating to our incorporation in Guernsey

The rights and protections of our shareholders are governed by Guernsey law, which may differ in certain material respects from the rights and protections of shareholders under US law.

The rights and protections of our shareholders are governed principally by our memorandum of incorporation and articles of incorporation and by the Companies (Guernsey) Law, 2008, as amended (the “ Guernsey Companies Law ”). The Guernsey Companies Law differs in certain material respects from laws applicable to companies organized under the laws of the United States. As a result, the rights and protections of our shareholders may differ in certain material respects from the rights and protections of shareholders of companies organized under the laws of the United States. See exhibit 4.1 to this 2025 Form 10-K for additional information with respect to the differences between the rights and protections of our shareholders and those of shareholders of companies organized under the laws of the United States.

The Royal Court of Guernsey may require a party to litigation to reimburse the prevailing party for its costs associated with the litigation, and our articles of incorporation entitle us to require shareholders to provide security against any such costs awarded to us by the Royal Court of Guernsey.

The Royal Court of Guernsey may require a party to litigation to reimburse the prevailing party for its costs associated with the litigation. Accordingly, if a shareholder was to bring an action against us in the Royal Court of Guernsey and we prevail in the litigation, the Royal Court of Guernsey may order the shareholder to reimburse us for our fees, costs and expenses incurred in connection with the defense of such action.

Article 38 of our articles of incorporation provides that we are entitled to security for costs in connection with any proceedings brought against us by a shareholder (which may include proceedings in jurisdictions outside Guernsey). This provision, for example, applies to any proceeding brought against us by a shareholder in its capacity as a shareholder under the Guernsey Companies Law or our articles of incorporation. Article 38 of our articles of incorporation does not apply to any proceeding brought against any of our directors, officers or affiliates. This means that, if a shareholder brings an action against us in the Royal Court of Guernsey, we may request that the Royal Court of Guernsey order such shareholder to provide security (which will need to be in a form acceptable to the Royal Court of Guernsey and may be direct or through a third-party surety) to satisfy any award of costs the Royal Court of Guernsey may award to us.

The Royal Court of Guernsey’s ability to award costs to us, and the provision in our articles of incorporation requiring shareholders to provide security for any such award of costs to us, could discourage shareholders from bringing lawsuits that might otherwise benefit our shareholders.

The insolvency laws of Guernsey and other jurisdictions may not be as favorable to shareholders as the US bankruptcy laws.

We are incorporated under the laws of Guernsey. In the event of a bankruptcy, insolvency or similar event, proceedings could be initiated in Guernsey or another relevant jurisdiction. The bankruptcy, insolvency, administrative and other laws of our and our subsidiaries’ jurisdictions of organization or incorporation may be materially different from, or in conflict with, one another and those of the United States, including in the areas of rights of creditors, shareholders, priority of governmental and other creditors and timing and duration of the proceedings. The application of these laws, or any conflict among them, could call into question whether any particular jurisdiction’s law should apply, adversely affecting our shareholders’ ability to enforce their rights under the ordinary shares in those jurisdictions or limit any amounts that they may receive.

It may be complex or time-consuming to effect service of US court process or enforcement of US judgments against us or certain of our directors and officers.

We are incorporated under the laws of Guernsey, and certain of our directors and officers reside outside the United States. In addition, a substantial portion of our assets is located outside the United States. It may be more complex or time-consuming to serve US court process on us or our officers or directors or to enforce US court judgments against us than if we were a US company with all our officers and directors located in the United States, including judgments predicated upon civil liabilities under US federal securities laws.

In Guernsey, foreign judgments may be recognized by the Royal Court of Guernsey either pursuant to the Judgments (Reciprocal Enforcement) (Guernsey) Law, 1957 (as amended), which provides an obligatory statutory framework for the enforcement of judgments from certain recognized jurisdictions, or pursuant to the principles of customary and common law. Guernsey is not party to any convention or bilateral treaty with the United States providing for the reciprocal recognition and enforcement of judgments. As a result, a judgment obtained in a court in the United States against us or any of our officers and directors incorporated or located, as applicable, in Guernsey will not automatically be recognized or enforced in Guernsey but may be enforceable by separate action on the judgment in accordance with the Guernsey customary and common law rules. To obtain an enforceable judgment in Guernsey, the claimant would be required to bring new proceedings before the competent court in Guernsey (typically summary judgment proceedings). In such proceedings, the Guernsey court is unlikely to re-hear the case on its merits, except in accordance with principles of private international law. According to current practice, the Royal Court of Guernsey may enforce the judgment of a court in the United States in a claim in personam if the following conditions, among other things, are satisfied:

▪ The judgment is for a debt or fixed or ascertainable sum of money (provided that the judgment does not relate to US penal, revenue or other public laws)

▪ The judgment is final and conclusive

▪ The court in the United States had, at the time when proceedings were served, jurisdiction over the judgment debtor in accordance with the principles of private international law, as applied by Guernsey law

▪ The judgment was not (i) procured by fraud or (ii) given in breach of principles of natural or substantial justice

▪ Recognition of the judgment would not be contrary to Guernsey public policy or natural justice

▪ The judgment is not a judgment on a matter previously determined by a Guernsey court, or another court whose judgment is entitled to recognition in Guernsey, or that conflicts with an earlier judgment of such court

▪ The judgment was not obtained in breach of an agreement for the settlement of disputes

▪ Enforcement proceedings are not time barred under the Guernsey Laws on Prescription/Limitation. If the Guernsey court gives judgment for the sum payable under a judgment of a US court, the Guernsey judgment would be enforceable by the methods generally available for the enforcement of Guernsey judgments

These conditions give the court discretion whether to allow enforcement by any particular method. In addition, it may not be possible to obtain a Guernsey judgment or to enforce a Guernsey judgment if the judgment debtor is subject to any administration, winding-up or similar proceedings, if there is delay, if an appeal is pending or anticipated against the Guernsey judgment in Guernsey or against the foreign judgment in the courts of the United States or if the judgment debtor has any set-off or counterclaim against the judgment creditor.

Furthermore, any pre-existing security interest in Guernsey situs assets may affect both the enforcement of a judgment debt against the assets in which the interest has been created and the ability of any persons empowered under foreign insolvency law to act on behalf of an insolvent company, and recognized in Guernsey, to effect any recovery of such assets.

Item 7. Management's discussion and analysis of financial condition and results of operations

The following discussion and analysis of our financial condition and results of operations is for the year ended December 31, 2025, as compared to the year ended December 31, 2024. This discussion should be read in conjunction with our consolidated financial statements and the accompanying notes thereto contained elsewhere in this 2025 Form 10-K.

The following discussion and analysis also contain a discussion of certain unaudited KPIs (as defined below) and non-GAAP financial measures that are used by management to monitor our financial condition and results of operations. These KPIs and non-GAAP financial measures are supplemental and should not be considered in isolation from, as substitutes for, or superior to, our consolidated financial condition or results of operations as reported under US GAAP. See “— Basis of presentation of financial information ” and “— Reconciliations ” for additional information with respect to KPIs and non-GAAP financial measures and the applicable reconciliations.

The discussion and analysis of our financial condition and results of operations for the year ended December 31, 2024, as compared to the year ended December 31, 2023, can be found in the “Management's discussion and analysis of financial condition and results of operations” section of our annual report on Form 10-K for the year ended December 31, 2024, which was filed with the Securities and Exchange Commission on March 3, 2025.

Economic and market conditions

Our portfolio returns are driven by judicial activity, and we believe these returns are generally uncorrelated to market conditions or the performance of the overall economy. The most direct impact of economic and market conditions on our business relates to our cost of debt and ease of access to corporate debt capital markets, as well as movements in market rates that cause adjustments to the discount rates applied in the fair value of our assets and that impact our quarterly revenue recognition in accordance with US GAAP. We believe that we maintain access to corporate debt capital markets, supported by credit rating upgrades from Moody’s in the second quarter of 2025 and from S&P in the third quarter of 2025 and as demonstrated by successful debt offerings in July 2025 and January 2026. Overall, we believe our business model is

particularly resilient to economic and market cycles due to the nature of the assets that drive our revenues and cash flow.

More broadly, economic conditions can have an impact on the volume and type of litigation that we may consider financing. For example, increased rates of corporate insolvencies can lead to opportunities to finance litigation relating to or arising out of insolvencies and bankruptcies; higher interest rates or other forms of economic stress can cause businesses to act illegally (such as to conspire to fix prices) leading to financeable claims; and pressure from shareholders and markets can lead to the commission of securities fraud and other similar acts, again resulting in financeable claims.

During the year ended December 31, 2025, the rising potential for global trade disruption through the implementation of tariffs drove significant volatility in global financial markets. We do not believe that a broad elevation in global tariff rates would have a significant impact on the performance of our legal finance portfolio or our financial results. While the economic impact of trade tariffs is uncertain at this point, tighter financial conditions and a weakening of gross domestic product would typically cause the incidence of corporate disputes and associated litigation to increase, although it is usual for this to occur with a lag.

See “ Risk factors—Risks relating to our business and industry—We are subject to credit risk relating to our various legal finance assets that could adversely affect our business, financial condition, results of operations and/or liquidity ” and “ Risk factors—Risks relating to our business and industry—Legal, political and economic uncertainty surrounding the effects, severity and duration of public health threats could adversely affect our business, financial condition, results of operations and/or liquidity ”.

Covid-19

Court systems and other forms of adjudication have returned to functionality in the aftermath of the Covid-19 pandemic. In general, courts have continued to work through the case backlog caused by the Covid-19 pandemic and, during the year ended December 31, 2025, we have observed continuing portfolio activity. Nevertheless, some court systems continue to face backlogs, delaying adjudication. Inevitably, some of our matters (and thus our cash realizations from them) in jurisdictions impacted by court backlogs have been slowed by these dynamics, and we saw impact from that in our 2025 financial results as extensions of expected duration reduced the fair value of certain assets. In some cases, we are protected on duration risk, because some of our assets have time-based terms that increase our absolute returns as time passes. We have not seen the discontinuance of any matters. Of our concluded matters since June 2021, we have observed a higher incidence of pre-adjudication settlements as a proportion of aggregate realizations in comparison to the period from our inception to June 2021. We do not yet know whether this is an effect of the Covid-19 pandemic or a lasting trend.

See “ Risk factors—Risks relating to our business and industry—Legal, political and economic uncertainty surrounding the effects, severity and duration of public health threats could adversely affect our business, financial condition, results of operations and/or liquidity ”.

Inflation

The effect of inflation on our revenues is mitigated to a significant extent by a number of factors, including the high returns generated by capital provision assets and their relatively short weighted average lives. Furthermore, inflationary increases in legal case fees and expenses can increase the size of commitments, deployments and damages sought. Because returns on most of our assets are at least partially based upon a multiple of those fees and expenses, our returns on successful cases should also increase in such circumstances. To the degree that inflation drives higher interest rates and to the extent that pre- and post-judgment interest rates in a particular jurisdiction are tied to market interest rates, higher inflation would result in increases in awards by the relevant courts. The effect of inflation on our expenses would predominantly be through employee costs, which represent the majority of our operating expenses, although a significant portion of compensation-related expenses are performance-based. Our Principal Finance costs include interest expenses associated with our outstanding debt securities, although these are fixed coupon and non-adjustable, regardless of the rate of inflation.

Party solvency

Litigation outcomes stand apart from the remainder of the conventional credit universe because they do not arise as a result of a contractual relationship between the judgment debtor and creditor, unlike essentially all other forms of credit obligation. Thus, for example, a debtholder seeking recovery on a defaulted debt must take many steps, typically involving notice, a cure period and usually a subsequent judicial or insolvency proceeding that will generally sweep in other creditors, resulting in a meaningful risk of the debt being impaired or compromised. By contrast, a judgment creditor has immediate and unfettered rights of action, for example, to seize assets and garnish cash flows, meaning that a judgment creditor often has substantial leverage and ability to secure payment of a judgment against even a financially distressed

judgment debtor as long as the judgment debtor does not seek protection from creditors in a formal insolvency proceeding.

To the extent that the claimant in a matter we are financing becomes insolvent, insolvency proceedings typically provide for the continued prosecution of claims given that the claim is a valuable contingent asset, the recovery of which is in the best interests of the claimant’s stakeholders, and we are often a secured creditor with respect to the litigation we are financing. Nevertheless, a claimant’s insolvency may delay the underlying litigation while the insolvency process unfolds. Judgment creditors are typically unsecured creditors, and should the defendant in a matter we are financing become insolvent, the risk to our recovery is dependent on the financial condition of the judgment debtor and the availability of assets for unsecured creditors.

International sanctions on Russian businesses and individuals

The international sanctions imposed on Russian businesses and individuals continue to impact the legal industry. Our legal finance assets in jurisdictions outside Russia that involve claims against entities that might have an ultimate Russian parent or controller (regardless of sanction status) represented in the aggregate $125.9 million (or approximately 2% of total fair value for capital provision assets) as of December 31, 2025 as compared to $115.0 million (or approximately 2% of total fair value for capital provision assets) as of December 31, 2024. There have been no significant changes or developments with respect to the impact of these international sanctions on our business. We are mindful of any sanctions or other issues and work regularly with specialist counsel in the sanctions area (as well as ensuring compliance with all legal requirements, such as anti-money laundering). Where we are required to enforce judgments or awards, even against sanctioned entities, such enforcement tends to be consistent with the goals of international sanctions regimes rather than running afoul of them, and the US Office of Foreign Assets Control and the UK Office of Financial Sanctions Implementation regularly grant licenses to do so. We do not anticipate any adverse material impact on our business from the sanctions regime.

Basis of presentation of financial information

We report our consolidated financial statements as of and for the year ended December 31, 2025, and comparative periods contained in this 2025 Form 10-K in accordance with US GAAP. Our consolidated financial statements are presented in US dollars.

Results of operations and financial condition

Set forth below is a discussion of our consolidated results of operations for the years ended December 31, 2025 and 2024, and our consolidated financial condition as of December 31, 2025 and 2024, in each case, on a consolidated basis, unless otherwise noted.

In this section, any references to 2025 refer to the year ended December 31, 2025, and any references to 2024 refer to the year ended December 31, 2024.

Consolidated statements of operations for the year ended December 31, 2025 as compared to the year ended December 31, 2024

Overview

The table below sets forth a summary of our consolidated statements of operations for the periods indicated.

Years ended December 31,

($ in thousands)

Change

% change

Total revenues

Total operating expenses

Operating income/(loss)

Total other expenses

Income/(loss) before income taxes

Provision for/(benefit from) income taxes

Net income/(loss)

Net income attributable to non-controlling interests

Net income/(loss) attributable to Burford Capital Limited shareholders

Note: “NM” denotes not meaningful. Changes from negative to positive amounts and positive to negative amounts, increases or decreases from zero and changes greater than 700% are not considered meaningful.

Total revenues decreased 24% for the year ended December 31, 2025, primarily due to a decrease in capital provision income, arising mainly from lower net realized gains, and operating expenses increased, primarily due to increases in case-related expenditures ineligible for inclusion in asset cost and increases in general, administrative and other expenses. The net result was $62.6 million in net income attributable to Burford Capital Limited shareholders for the year ended December 31, 2025, as compared to net income of $146.5 million for the year ended December 31, 2024.

Revenues

The table below sets forth the components of our total revenues for the periods indicated.

Years ended December 31,

($ in thousands)

Change

% change

Capital provision income/(loss)

Plus/(Less): Third-party interests in capital provision assets

Asset management income/(loss)

Marketable securities income/(loss) and interest

Other income/(loss)

Total revenues

Capital provision income/(loss )

The table below sets forth the components of our capital provision income for the periods indicated.

Years ended December 31,

($ in thousands)

Change

% change

Net realized gains/(losses)

Fair value adjustment during the period, net of previously recognized unrealized gains/(losses) transferred to realized gains/(losses)

Foreign exchange gains/(losses)

Other

Total capital provision income/(loss)

For the year ended December 31, 2025, net realized gains were $260.6 million, comprising $330.8 million of gross realized gains, offset by gross realized losses of $70.2 million. For the year ended December 31, 2024, net realized gains were $439.7 million, comprising $481.6 million of gross realized gains, offset by gross realized losses of $41.9 million. We had three large realized gains that each individually exceeded $40.0 million in 2024 and we did not have realized gains in 2025 of the same magnitude, which thus impacted our

net realized gains. On the other hand, unlike 2024, we did not experience a single large realized loss in 2025, but we did have a number of smaller, immaterial losses concentrated in our higher-risk, higher-return areas. Overall, net realized gains resulted from $710.5 million in realizations for the year ended December 31, 2025, as compared to $907.0 million in realizations for the year ended December 31, 2024.

Fair value adjustments, net of previously recognized unrealized gains/(losses) transferred to realized gains, are affected by a number of factors, including changes in discount rate, duration and litigation risk premium, the reversal of previously recognized unrealized gains upon conclusion of a matter and its transfer to realized gains and actual performance of matters as they pass through milestones. All of those factors contributed to the net change in unrealized gain of $185.6 million for the year ended December 31, 2025 as compared to a net change in unrealized gain of $128.0 million for the year ended December 31, 2024, with the passage of time and the relative movement in discount rates having the largest impacts on the change year over year and the Turnover Order (as defined below) having the largest impact on an individual matter during 2025.

As part of our fair value methodology, we discount the expected future cash flows. If discount rates had remained unchanged from December 31, 2024, applying those same rates to the portfolio as of December 31, 2025, fair value would have been approximately $106.8 million lower than as reported. The weighted average discount rate across the portfolio decreased to 6.1% as of December 31, 2025, from 6.9% as of December 31, 2024, and interest sensitivities of the portfolio to assumed basis point changes in rates at each period end are disclosed in “ —Critical accounting estimates—Fair value of capital provision assets ”. Fair value is also impacted by changes in the adjusted risk premium, which was slightly down at 31.1% as of December 31, 2025, from 31.4% as of December 31, 2024. The impact of the addition of newly acquired or originated capital provision assets during the period (which generally have higher risk premiums at the start of the capital provision asset’s life) was offset by net favorable developments across the rest of the portfolio.

Plus/(Less): Third-party interests in capital provision assets

Third-party interests in capital provision assets reduced capital provision income by $99.1 million for the year ended December 31, 2025, due to increases in the fair value of the YPF-related assets because of the progression closer to our expected conclusion date and a decrease in discount rates. The year-over-year change was also impacted by the Turnover Order.

Marketable securities income/(loss) and interest

Marketable securities income and interest increased 15% for the year ended December 31, 2025, primarily driven by interest income earned from higher cash and cash equivalents and marketable securities balances and the impact of the appreciation of the pound sterling against the US dollar in our non-USD holdings, partially offset by lower US yields.

Operating expenses

The table below sets forth the components of our total operating expenses for the periods indicated.

Years ended December 31,

($ in thousands)

Change

% change

Salaries and benefits

Annual incentive compensation

Share-based and deferred compensation

Long-term incentive compensation including accruals

Total compensation and benefits

General, administrative and other

Case-related expenditures ineligible for inclusion in asset cost

Total operating expenses

Total operating expenses increased 17% for the year ended December 31, 2025, primarily due to higher case-related expenditures ineligible for inclusion in asset cost largely related to the consolidation of the EP Funds and higher general, administrative and other expenses. The increase in general, administrative and other expenses for the year ended December 31, 2025 is driven by higher professional fees incurred.

Case-related expenditures ineligible for inclusion in asset cost significantly increased for the year ended December 31, 2025, reflecting an increase in the level of expenses and the number of instances where we incur legal or other related expenses that are directly attributable to a capital provision asset but that do not form part of the deployed amount under a capital provision agreement, such as when we bear incremental legal expenses in cases. Examples of the incurrence of such expenses include situations where we are

effectively the claimant in a litigation matter due to the acquisition of assets or the assignment of a claim. Such expenditures accounted for $10.4 million and $1.9 million of the total case-related expenditures ineligible for inclusion in asset cost for the years ended December 31, 2025 and 2024, respectively. Included in the $10.4 million of case-related expenditures in 2025 is $5.4 million related to contingent fee arrangements associated with the EP Funds. While we report these costs as expenses for accounting purposes, we treat them for purposes of return and performance metrics as part of the asset’s cost basis in the same way that we treat traditional legal finance arrangements.

Case-related expenditures ineligible for inclusion in asset cost also include fees paid to third parties when we have sought our own legal advice or expert opinion with respect to matters related to a capital provision asset. These expenses are expected to fluctuate period-over-period and accounted for $4.2 million and a credit of $1.1 million of total case-related expenditures ineligible for inclusion in asset cost for the years ended December 31, 2025 and 2024, respectively. A credit in case-related expenditures for 2024 was a result of cost recoveries from an insurance policy.

Other expenses

The table below sets forth the components of our total other expenses for the periods indicated.

Years ended December 31,

($ in thousands)

Change

% change

Finance costs

Foreign currency transactions (gains)/losses and other expenses

Total other expenses

Finance costs

Finance costs increased 11% for the year ended December 31, 2025, primarily due to higher interest expense related to the issuance of the 7.500% Senior Notes due 2033 (the "2033 Notes" ) during the year ended December 31, 2025.

Foreign currency transactions (gains)/losses and other expenses

Foreign currency transactions (gains)/losses and other expenses were gains of $2.9 million for the year ended December 31, 2025, as compared to losses of $1.4 million for the year ended December 31, 2024. The year-over-year change was primarily driven by the strengthening of both the pound sterling and euro against the US dollar.

Provision for/(benefit from) income taxes

The table below sets forth our provision for/(benefit from) income taxes for the periods indicated.

Years ended December 31,

($ in thousands)

Change

% change

Provision for/(benefit from) income taxes:

Provision for income taxes decreased 51% for the year ended December 31, 2025, primarily due to a reduction in overall taxable income for 2025. Cash taxes paid were $23.2 million and $19.5 million for the year ended December 31, 2025 and 2024, respectively.

The OECD has introduced Pillar Two which is a framework to implement a global minimum tax for certain multinational companies that have earned annual consolidated revenues of at least €750 million in at least two out of the prior four accounting periods. Guernsey as well as certain countries in which we operate have enacted legislation to implement Pillar Two. Pillar Two taxes are considered an alternative minimum tax accounted for as a period cost that will impact the effective tax rate in the year the Pillar Two tax obligation arises. Therefore, deferred taxes will not be recognized or adjusted for the estimated effects of future minimum taxes.

Based on our annual consolidated revenues over the past several years, we are not currently subject to the OECD Pillar Two mandate. Notwithstanding this fact, we have assessed the potential impact of Pillar Two based on laws enacted as of the date of this 2025 Form 10-K and there was no material effect on our current effective tax rate, business, financial condition, results of operations and/or liquidity for the year ended December 31, 2025. Based on this assessment and the prospective nature of the effective date of the application of the Pillar Two rules, we also do not currently anticipate any material effect on our effective tax rate, business, financial condition, results of operations and/or liquidity for the year ending December

31, 2025. See “Risk factors—Risks relating to our business and industry—Changes in tax laws and regulations or unanticipated tax liabilities could affect our effective tax rate, business, financial condition, results of operations and/or liquidity” for additional information with respect to the risks relating to Pillar Two.

Net income/(loss) attributable to non-controlling interests

The table below sets forth our net income/(loss) attributable to non-controlling interests for the periods indicated.

Years ended December 31,

($ in thousands)

Change

% change

Net income/(loss) attributable to non-controlling interests:

We consolidate certain entities that have other shareholders and/or investors, including the Advantage Fund and BOF-C. The Advantage Fund does not have a traditional management and performance fee structure, but instead we retain any excess returns after the first 10% of annual simple returns are remitted to the Advantage Fund’s investors. With respect to BOF-C, under the co-investing arrangement with the sovereign wealth fund, we (in our capacity as the appointed investment adviser) receive reimbursement of expenses from BOF-C up to a certain level before we or the sovereign wealth fund, as applicable, receive a return of capital. After the repayment of capital, we then receive a portion of the return generated from the assets held by BOF-C. We include 100% of the Advantage Fund’s and BOF-C’s income and expenses in the applicable line items in our consolidated statements of operations (for example, 100% of the income on the Advantage Fund’s and BOF-C’s capital provision assets is included in capital provision income in our consolidated statements of operations), and the net amount of those income and expense line items that relate to third-party interests is included in net income attributable to non-controlling interests. In turn, this net amount is deducted from net income to arrive at net income attributable to Burford Capital Limited shareholders in our consolidated statements of operations. Net income attributable to non-controlling interests does not include Colorado and the EP Funds. See note 2 ( Summary of significant accounting policies—Consolidation ) to our consolidated financial statements contained in this 2025 Form 10-K for additional information with respect to our consolidation policies.

Net income attributable to non-controlling interests decreased 88% for the year ended December 31, 2025, reflecting non-controlling interests’ share of the decrease in capital provision income year-over-over. See " Capital provision income/(loss) " above for additional information with respect to the year-over-year change in the different components of capital provision income.

Consolidated statements of financial condition as of December 31, 2025 as compared to December 31, 2024

The table below sets forth specified line items from our consolidated statements of financial condition as of the dates indicated.

December 31

($ in thousands)

Change

% change

Cash and cash equivalents

Marketable securities

Other assets

Due from settlement of capital provision assets

Capital provision assets

Cash and cash equivalents and marketable securities

Cash and cash equivalents increased 21% and marketable securities increased 13% both as of December 31, 2025. The net increase in cash and cash equivalents and marketable securities primarily reflects the issuance of the 2033 Notes, partially offset by the redemption of the aggregate principal amount of the 6.125% Bonds which matured on August 12, 2025 (the “2025 Bonds” ) and the impact from third-party net distributions.

Other assets

Other assets increased 21% as of December 31, 2025, primarily due to the acquisition of an equity method investment and from higher receivables.

Due from settlement of capital provision assets

Due from settlement of capital provision assets decreased 10% as of December 31, 2025, primarily due to cash received from realizations during 2025 and collections on the due from settlement of capital provision assets receivable that was outstanding as of December 31, 2024. Of the $183.9 million of due from settlement receivables as of December 31, 2024, 73% was collected in cash during 2025.

Capital provision assets

Capital provision assets increased 7% as of December 31, 2025, primarily reflecting capital provision income earned during the year and continued deployments into capital provision assets, partially offset by the impact of realizations.

Fair value of capital provision assets

Valuation policy

See note 2 ( Summary of significant accounting policies—Fair value of financial instruments ) to our

consolidated financial statements contained in this 2025 Form 10-K for a description of our valuation policy for capital provision assets.

Fair value of capital provision assets

The table below sets forth the fair value of capital provision assets, comprised of deployed cost and unrealized gains, for the YPF-related assets and other assets as of the dates indicated.

December 31, 2025

December 31, 2024

Total

Total

Third-party

segments

Third-party

segments

($ in thousands)

Consolidated

interests

(Burford-only)

Consolidated

interests

(Burford-only)

Capital provision assets

Deployed costs

Deployed costs on YPF-related assets

Deployed costs on non-YPF-related assets

Unrealized gains

Unrealized gains on YPF-related assets

Unrealized gains on non-YPF-related assets

On a consolidated basis, the aggregate fair value of our capital provision assets was $5.6 billion, the aggregate deployed cost was $2.5 billion and the aggregate unrealized gains were $3.1 billion each as of December 31, 2025. The increase of $157.1 million in deployed cost is a result of deployments during 2025, offset by the return of capital from realizations. See “ —Consolidated statements of operations for the year ended December 31, 2025 as compared to the year ended December 31, 2024—Revenues ” above for additional information with respect to the change in unrealized gains, which is driven by this period’s fair value adjustment, net of previously recognized unrealized gains transferred to realized gains.

Within total segments (Burford-only), the aggregate fair value of our capital provision assets was $3.9 billion, the aggregate deployed cost was $1.9 billion and the aggregate unrealized gains were $2.1 billion each as of December 31, 2025. The increase of $185.2 million in deployed cost is a result of deployments during 2025, offset by the return of capital from realizations. See “ —Segments—Principal Finance segment—Gains from capital provision asset portfolio” fo r additional information with respect to the change in unrealized gains, which is driven by this period’s fair value adjustment, net of previously recognized unrealized gains transferred to realized gains.

Fair value of YPF-related assets

The determination of the fair value of the YPF-related assets—our financing of the Petersen and Eton Park claims (as described below)—is based on the same methodology that we use to value all our other capital provision assets. In June 2019, we sold a portion of the Petersen claim, constituting $100.0 million of a $148.0 million placement, to a number of institutional investors. Other third-party holders sold the remaining portion. Given the size of this sale and the participation of a meaningful number of third-party institutional investors, we concluded that this market evidence should be factored into our valuation process of the YPF-related assets. As a result, we have utilized the implicit valuation of the Petersen claim to calibrate our model to determine the fair value of the YPF-related assets in subsequent periods through December 31,

2025. Episodic subsequent trading of portions of the Petersen claim have not been factored into our valuation process of the YPF-related assets.

On March 31, 2023, the US District Court for the Southern District of New York (the “ Court ”) issued its opinion and order (the “ March 2023 Ruling ”) in connection with the summary judgment motions filed by the parties in the Petersen and Eton Park cases against the Republic of Argentina and YPF S.A. In summary, the Court decided that (i) Argentina was liable to Petersen and Eton Park for failing to make a tender offer for their YPF shares in 2012, (ii) YPF was not liable for failing to enforce its bylaws against Argentina, (iii) the various arguments Argentina had made to try to reduce its damages liability from the straightforward application of the formula in the bylaws were unavailing and (iv) an evidentiary hearing was needed to resolve two factual issues to enable the computation of damages, where those issues were (1) the date on which the Republic of Argentina should have made a tender offer for YPF S.A.’s shares and (2) the appropriate rate of pre-judgment interest to be applied.

On September 8, 2023, the Court issued its findings of fact and conclusions of law in connection with the Petersen and Eton Park cases against the Republic of Argentina and YPF S.A. In summary, the Court decided the issues raised at the evidentiary hearing in Petersen’s and Eton Park’s favor, holding that the appropriate date for the tender offer was April 16, 2012, and that pre-judgment interest should run from May 3, 2012, at a simple interest rate of 8%.

On September 15, 2023, the Court issued a final judgment (the “ September 2023 Final Judgment ”) that resulted in a complete win by Petersen and Eton Park with respect to damages against the Republic of Argentina of $16.1 billion, comprised of $14.3 billion due to Petersen and $1.7 billion due to Eton Park. The September 2023 Final Judgment awards post-judgment interest at a rate of 5.42% per annum, computed daily to the date of payment and compounded annually. On October 10, 2023, the Republic of Argentina filed a notice of appeal with the US Court of Appeals for the Second Circuit and, on October 18, 2023, Petersen and Eton Park filed a notice a cross-appeal as to the dismissal of their claims against YPF S.A. On August 23, 2024, briefing on the appeal and cross-appeal was completed. On October 29, 2025, oral argument of the appeal and cross-appeal occurred before a panel of the Second Circuit and the panel’s decision was reserved and will be released in due course. As with any litigation matter, litigation outcomes are risky and difficult to predict, and a loss in a litigation matter may result in the total loss of our capital and balance sheet asset value associated with that matter.

During the three months ended March 31, 2025, further restructuring of the Eton Park liquidation led to a modest increase in our share of proceeds. That restructuring resulted in the consolidation of the EP Funds, which led to an increase of $116.6 million in our capital provision assets, offset by $70.0 million of contingent fees in our other liabilities and $12.2 million in financial liabilities relating to third-party interests in capital provision assets, and an expense of $2.8 million in case-related expenditures ineligible for inclusion in asset cost, in each case, on a consolidated basis as of and for the three months ended March 31, 2025. On a total segments (Burford-only) basis, deployed cost increased $38.0 million associated with this restructuring of the Eton Park liquidation, which included $2.8 million of case-related expenditures ineligible for inclusion in asset cost, for the three months ended March 31, 2025.

On June 30, 2025, the Court granted Petersen and Eton Park’s motion (the “Turnover Order”) seeking an order that the Republic of Argentina turn over its 51% of YPF S.A.’s Class D shares to Petersen and Eton Park, in partial satisfaction of the $16.1 billion judgment. The Republic of Argentina has appealed this ruling to the US Court of Appeals for the Second Circuit, which has been stayed pending appeal.

On a consolidated basis, the fair value of the YPF-related assets (both Petersen and Eton Park combined) was $2.6 billion as of December 31, 2025. Our cost basis and unrealized gains increased $117.2 million and $272.0 million to $193.6 million and $2.4 billion, respectively, during 2025. The increase in the cost basis was mainly due to the consolidation of the EP Funds, while the increase in unrealized gains was due to the passage of time bringing us closer to our expected conclusion date, the impact of the Turnover Order and the relative movement in discount rates.

Within total segments (Burford-only), the fair value of the YPF-related assets (both Petersen and Eton Park combined) was $1.7 billion as of December 31, 2025. Our cost basis and our unrealized gains increased $48.0 million and $175.9 million to $117.6 million and $1.6 billion, respectively, during 2025. The increase in the cost basis was mainly due to the consolidation of the EP Funds, while the increase in unrealized gains was due to the passage of time bringing us closer to our expected conclusion date, the impact of the Turnover Order and the relative movement in discount rates.

Undrawn commitments

Undrawn commitments are unfunded commitments which are attributable to our capital provision asset portfolio and can be divided into two categories: definitive and discretionary.

▪ Definitive commitments are those where we are contractually obligated to advance incremental capital and failure to do so would typically result in adverse contractual consequences (such as a dilution in our returns or the loss of our deployed capital in a case).

▪ Discretionary commitments are those where we retain a considerable degree of discretion over whether to advance capital and generally would not suffer an adverse financial consequence from not doing so

The table below sets forth the components of our total capital provision undrawn commitments as of the dates indicated.

December 31,

($ in thousands)

Change

% change

Definitive

Discretionary

Legal risk (definitive)

Total capital provision undrawn commitments

As of December 31, 2025, approximately 62% of our legal finance undrawn commitments related to definitive commitments and approximately 38% related to discretionary, as compared to 49% and 51%, respectively as of December 31, 2024.

Segments

We have two reportable segments through which we provide legal finance products and services to our clients: (i) Principal Finance and (ii) Asset Management and Other Services.

Our Principal Finance segment funds capital to legal finance assets from Burford’s balance sheet, primarily as capital provision assets, and in limited scope through interests in private funds managed by Burford. These capital provision assets and private fund interests generate our capital provision income, which is the most significant driver of our total revenues.

Our Asset Management and Other Services segment manages legal finance assets on behalf of third-party investors, and we provide other services to the legal industry for both of which we receive fees. These fees are primarily reflected as asset management income, which is a secondary contributor to our total revenues. As of December 31, 2025, we operated eight private funds and three “sidecar” funds as an investment adviser registered with and regulated by the SEC.

The Asset Management and Other Services segment may also reflect the financial impact of new initiatives in the legal services space, including initial diligence and start-up costs, which may impact segment-level profitability.

Statements of operations for the year ended December 31, 2025, as compared to the year ended December 31, 2024

The table below sets forth the components of our income/(loss) before income taxes by segment for the periods indicated.

Reconciliation

($ in thousands)

Principal Finance

Asset Management and Other Services

Total segments (Burford-only)

Reconciling items (1)

Consolidated

Year ended December 31, 2025

Total revenues

Total operating expenses

Total other expenses

Income/(loss) before income taxes

Year ended December 31, 2024

Total revenues

Total operating expenses

Total other expenses

Income/(loss) before income taxes

Change

Total revenues

Total operating expenses

Total other expenses

Income/(loss) before income taxes

1. Reconciling items include the proportional operating results that are attributable to third-party limited partners and minority investors in consolidated entities, including BOF-C, the Strategic Value Fund, the Advantage Fund, Colorado, the EP Funds and other entities.

The decrease in capital provision income, arising from lower net realized gains, was the main driver of the decrease in income before income taxes for the year ended December 31, 2025, compared to the year ended December 31, 2024 on both consolidated and total segments (Burford-only) bases.

An increase in operating expenses, for both consolidated and total segments (Burford-only), further contributed to the decrease in income before income taxes. In each case, the increase in operating expenses was primarily due to increases in case-related expenditures ineligible for inclusion in asset cost and increases in general, administrative and other expenses.

For the period-over-period discussion of each of the reportable segments, refer to the specific segment sections further below.

Statements of financial condition as of December 31, 2025, as compared to December 31, 2024

The table below sets forth the components of our consolidated statements of financial condition by segment as of the dates indicated.

Reconciliation

($ in thousands)

Principal Finance

Asset Management and Other Services

Total segments (Burford-only)

Reconciling items (1)

Consolidated

Year ended December 31, 2025

Cash and cash equivalents and marketable securities

Other assets

Due from settlement of capital provision assets

Capital provision assets

Total assets

Year ended December 31, 2024

Cash and cash equivalents and marketable securities

Other assets

Due from settlement of capital provision assets

Capital provision assets

Total assets

Change

Cash and cash equivalents and marketable securities

Other assets

Due from settlement of capital provision assets

Capital provision assets

Total assets

1. Reconciling items include the proportional operating results that are attributable to third-party limited partners and minority investors in consolidated entities, including BOF-C, the Strategic Value Fund, the Advantage Fund, Colorado, the EP Funds and other entities.

Total assets, as of December 31, 2025, increased $466.1 million for consolidated and increased $437.8 million for total segments (Burford-only). In each case, the increase in total assets is mainly attributable to an increase in capital provision assets and by increases in cash and cash equivalents and marketable securities, partially offset by a decrease in due from settlement of capital provision assets. See “ —Consolidated statements of financial condition as of December 31, 2025, as compared to December 31, 2024” above for additional information on the components of our consolidated statements of financial condition. For the year-over-year discussion of each of the reportable segments, refer to the specific segment sections further below.

Group-wide portfolio

Group-wide portfolio refers to the totality of assets managed by us, which includes assets financed by our balance sheet through our Principal Finance segment and assets financed by third-party capital through our Asset Management and Other Services segment. The table below sets forth the components of our portfolio by segment as of the dates indicated.

December 31,

($ in thousands)

Change

% change

Capital provision assets - Principal Finance segment

Fair value

Undrawn commitments

Total portfolio value - Principal Finance segment

Capital provision assets (funded by third parties) - Asset Management and Other Services segment

Fair value

Undrawn commitments

Total

Post-settlement

Fair value

Undrawn commitments

Total

Total portfolio value - Asset Management and Other Services segment

Capital provision assets - group-wide portfolio

Fair value

Undrawn commitments

Total group-wide portfolio

For the year-over-year discussion of each of the reportable segments, refer to the specific segment sections further below.

Group-wide new definitive commitments

New definitive commitments serve as one indicator of new business activity, and reflect new contractual financing agreements, which are inflows to the portfolio or transfers of existing discretionary commitments. Discretionary commitments, which are also included in undrawn commitments as a component of the portfolio, are not included within new definitive commitments. When referring to new definitive commitments for our combined business segments, we use the term “group-wide”, as opposed to total segments (Burford-only) which we use for our financial results, due to the third-party nature of the capital in our asset management business. The table below sets forth the components of our group-wide new definitive commitments of capital provision assets by segment for periods indicated.

Years ended December 31,

($ in thousands)

Change

% change

Principal Finance segment (Burford-only)

Asset Management and Other Services segment (funded by third-parties)

Group-wide new definitive commitments

Group-wide new definitive commitments, increased 21% for the year ended December 31, 2025, primarily as a result of a higher number of large new definitive commitments originated during the year, which resulted in a higher average deal size during the year.

Principal Finance segment

Our Principal Finance segment allocates capital to legal finance assets from Burford’s balance sheet, primarily as capital provision assets, and in limited scope through interests in private funds managed by Burford. These capital provision assets and private fund interests generate capital provision income, which is the most significant driver of our total revenues.

Given the direct balance sheet exposure in our Principal Finance segment, we generate capital provision income directly from the gross returns of the portfolio, which are driven by the outcomes of litigation and related legal activity. Recognition of capital provision income is based on our fair value methodology, see note 2 ( Summary of significant accounting policies ) to our consolidated financial statements contained in

this 2025 Form 10-K, for each asset in the portfolio, which we apply quarterly, and the resulting change in fair value across the Principal Finance segment portfolio.

Statements of operations for the year ended December 31, 2025, as compared to the year ended December 31, 2024

The table below sets forth the components of our income/(loss) before income taxes for our Principal Finance segment for the periods indicated.

Principal Finance segment

Years ended December 31,

($ in thousands)

Change

% change

Capital provision income/(loss)

Marketable securities income/(loss) and interest

Total revenues

Compensation and benefits

General, administrative and other

Case-related expenditures ineligible for inclusion in asset cost

Total operating expenses

Finance costs

Foreign currency transactions (gains)/losses and other expenses

Total other expenses

Income/(loss) before income taxes

Total revenues decreased 13% for the year ended December 31, 2025, mainly due to a decrease in capital provision income, primarily arising from lower net realized gains, partially offset by higher fair value adjustments.

Total operating expenses increased 17% for the year ended December 31, 2025, driven primarily by higher case-related expenditures ineligible for inclusion in asset cost, related to the consolidation of the EP Funds and higher general, administrative and other expenses, as a result of higher professional fees incurred.

Total other expenses increased 8% for the year ended December 31, 2025, primarily due to higher interest expense related to the issuance of the 2033 Notes during the year ended December 31, 2025.

As a result of the factors described above, income/(loss) before income taxes decreased 58% for the year ended December 31, 2025.

Gains from capital provision asset portfolio

The table below sets forth the components of our total capital provision income for the periods indicated.

Principal Finance segment

December 31,

($ in thousands)

Change

% change

Net realized gains/(losses)

Fair value adjustment during the period, net of previously recognized unrealized gains/(losses) transferred to realized gains/(losses)

Foreign exchange gains/(losses)

Other

Total capital provision income

Realized gains

Net realized gains on capital provision assets decreased 52% for the year ended December 31, 2025, which were comprised of $211.6 million in gross realized gains, offset by $53.9 million in gross realized losses. For the year ended December 31, 2024, net realized gains on capital provision assets were comprised of $361.3 million in gross realized gains, offset by $34.1 million in gross realized losses. We had two large realized gains that each individually exceeded $50.0 million in 2024 and none of that magnitude in 2025, which thus impacted our net realized gains; at the same time, we did not experience any large unrealized losses individually in 2025 but did have a number of smaller losses in our higher-risk areas. As a percentage of average capital provision assets at cost during the year ended December 31, 2025, gross realized losses represented 3.1% as compared to 2.1% for the year ended December 31, 2024.

Net change in unrealized gains

Net change in unrealized gains consist of fair value adjustments during the period, which may be offset by the transfer of unrealized gains/(losses) to realized gains/(losses) upon realization of an asset. Fair value adjustments, net of previously recognized unrealized gains/(losses) transferred to realized gains, on capital provision assets increased 90% for the year ended December 31, 2025, with the passage of time and the relative movement in discount rates having the largest impacts on the change year over year and the Turnover Order having the largest impact on an individual matter.

See “ —Consolidated statements of operations for the year ended December 31, 2025 as compared to the year ended December 31, 2024 — Revenues — Capital provision income/(loss) ” above for additional information with respect to the year-over-year change of fair value adjustment, net of previously recognized unrealized gains/(losses) transferred to realized gains/(losses).

Statements of financial condition as of December 31, 2025 as compared to December 31, 2024

The table below sets forth the components of our consolidated statements of financial condition for our Principal Finance segment as of the dates indicated.

Principal Finance segment

December 31,

($ in thousands)

Change

% change

Cash and cash equivalents and marketable securities

Due from settlement of capital provision assets

Capital provision assets

Total assets

Total assets increased 9% as of December 31, 2025, due to an increase in capital provision assets and increases in cash and cash equivalents and marketable securities, partially offset by a decrease in due from settlement of capital provision assets. See “ —Consolidated statements of financial condition as of December 31, 2025 as compared to December 31, 2024” above for additional information.

Portfolio value – Principal Finance segment

The table below sets forth the components of our portfolio for our Principal Finance segment as of the dates indicated.

Principal Finance segment

December 31,

($ in thousands)

Change

% change

Capital provision assets

Fair value

Undrawn commitments

Total portfolio

Total portfolio increased 9% as of December 31, 2025, driven by increases in fair value of capital provision assets resulting from additional deployments and unrealized gains in 2025 plus an increase in undrawn commitments due to new commitments added in the same period. Capital provision assets include our investment in the Advantage Fund which makes up less than 1% of the total portfolio as of December 31, 2025.

The table below sets forth our deployments and realizations for our Principal Finance segment for the periods indicated.

Principal Finance segment

Years ended December 31,

($ in thousands)

Change

% change

Deployments

Realizations

The table below sets forth our deployments and realizations, for the periods indicated, adjusted primarily to (i) include case-related expenditures ineligible for inclusion in asset cost for our deployments and (ii) include (a) realizations arising from income on due from settlement of capital provision assets and (b) in cases where our interest is held through a private fund, adjust to reflect realizations based on the timing of occurrence with the capital provision asset and not when distributed out by the private fund for our realizations. See “—Reconciliations—Deployments reconciliations” and “—Reconciliations—Realizations reconciliations” for additional information with respect to the difference between the Principal Finance segment and the Burford-only basis tables.

Adjusted Burford-only

Years ended December 31,

($ in thousands)

Change

% change

Deployments

Realizations

For both the Principal Finance segment and the adjusted Burford-only basis, total deployments increased by 14% and 15%, respectively, for the year ended December 31, 2025. The increase in deployments for both the Principal Finance segment and the adjusted Burford-only basis was driven by more than $130.0 million of monetizations across six different assets.

We count each of our contractual relationships as an “asset”, although many such relationships are composed of multiple underlying litigation matters that are often cross collateralized rather than reliant on the performance of a single matter. As of December 31, 2025, our Principal Finance portfolio consisted of 237 assets funded directly by our balance sheet and four additional assets held through the Advantage Fund. As of December 31, 2024, our Principal Finance portfolio consisted of 227 assets funded directly by our balance sheet and nine additional assets held through the Advantage Fund.

Total realizations decreased by 31% for the Principal Finance segment and by 29% for the adjusted Burford-only basis for the year ended December 31, 2025. The decrease in realizations was largely due to several large realizations in 2024, including a single asset that generated $114.5 million for both the Principal Finance segment and the adjusted Burford-only basis, that did not recur in such volume in 2025.

Undrawn commitments – Principal Finance segment

The table below sets forth the components of our total capital provision undrawn commitments for our Principal Finance segment by type as of the dates indicated.

($ in thousands)

Definitive

Discretionary

Legal Risk (definitive)

Total

Balance as of December 31, 2023

New commitments originated during the period

New commitments transferred during the period

Cancelled or retired

Deployments

FX and other

Balance as of December 31, 2024

New commitments originated during the period

New commitments transferred during the period

Cancelled or retired

Deployments

FX and other

Balance as of December 31, 2025

As of December 31, 2025, undrawn commitments increased 9%, primarily due to higher new definitive commitments originated during the period, partially offset by deployments.

Portfolio concentrations

Our Principal Finance portfolio includes certain related exposures where we have financed multiple different counterparties in relation to the same or very similar claims, such that outcomes on these related exposures are likely to be correlated. We estimate that the fair value of the assets underlying our largest correlated exposure (excluding YPF-related assets) represented approximately 4% and 5% of the capital provision assets in the Principal Finance segment as of December 31, 2025 and 2024, respectively.

The claims underlying our capital provision assets are generally diverse, as are our relationships with corporate and law firm clients. The table below sets forth the respective percentages of our commitments to corporate, law firm and other clients as of the dates indicated.

December 31, 2025

December 31, 2024

Corporates

Law firms

Other

Our largest commitment (including deployed capital and undrawn commitment) to a corporate client was $130.0 million, which accounted for 4% of our commitments, as of December 31, 2025 and 2024.

Our largest relationship with a single law firm consisted of (i) financing arrangements between us and the law firm, where the law firm seeks to monetize the risk that the law firm has taken with some of its clients, (ii) direct financing arrangements with counterparties that elect to hire the law firm where we finance the law firm’s legal fees and (iii) direct financing arrangements with counterparties that have hired the law firm but where our financing is used for corporate purposes other than for financing the law firm’s legal fees. This law firm is one of the 50 largest law firms in the United States based on revenue according to The American Lawyer, with more than 500 lawyers and more than 20 offices around the world. Our portfolio of matters with this law firm included more than 15 different litigation matters as of December 31, 2025. Taken together, these arrangements accounted for approximately $118.3 million, or 2% of our commitments as of December 31, 2025, as compared to $130.5 million, or 4% of our commitments as of December 31, 2024.

Portfolio tenor

The timing of realizations is difficult to forecast and is rarely in our control. The reality of litigation is that most cases settle and pay proceeds in a relatively short period of time, and a minority of cases go on to adjudication, which takes longer. Adjudication timing is subject to a myriad of factors, including delaying tactics by litigation opponents and court dockets and schedules, and the Covid-19 pandemic has added to this uncertainty. However, we are now seeing the impacts from the Covid-19 pandemic begin to subside. We believe that the impact of the Covid-19 pandemic delaying trial dates also has caused a delay in settlement timing, as an impending trial often can be a catalyst for a settlement. We do not believe there is a correlation between asset life and asset quality and endeavor to structure our asset pricing to compensate us if assets take longer to resolve.

We provide extensive data about the WAL of our concluded portfolio, although this data may not be predictive of the ultimate WAL of our existing portfolio. The WAL of our concluded portfolio may lengthen over time if the longer-tenor assets in our existing portfolio account for a greater share of future concluded cases. Conversely, if our larger, more recently originated cases conclude relatively quickly, the WAL of our concluded portfolio could decrease.

In calculating the WAL of our portfolio, we compute a weighted average of the WALs of individual assets. On that basis, we assess the weighted average lives (beginning at the point of average deployment) of the concluded portfolio, weighted both by deployed cost and realizations. Weighting by deployed cost provides a view on how long on average a dollar of capital is deployed, while weighting by realizations provides a view on how long on average it takes to recover a dollar of return.

The WALs of the 277 concluded assets as of December 31, 2025 were flat as compared to the WALs of the 248 concluded assets as of December 31, 2024. The table below sets forth the WALs, weighted by deployed cost and by realizations of the concluded assets, excluding the impact of our interest in private funds, as of the dates indicated.

(in years)

December 31, 2025

December 31, 2024

WAL weighted by deployed cost

WAL weighted by realizations

The age of our ongoing portfolio is reflected in the WAL of active deployed capital in the table below. Although we provide information for our portfolio by vintage years, the deployed costs for each vintage are generally financed across multiple years and the WAL of active deployed capital calculates the length of time our deployments have been outstanding based on the date when capital was deployed.

(in years)

December 31, 2025

December 31, 2024

WAL of active deployed capital

Returns on concluded portfolio

The table below sets forth our ROIC, IRR and cumulative realizations on concluded and partially concluded assets in our capital provision portfolio as of the dates indicated since inception on a Burford-only basis.

($ in thousands)

December 31, 2025

December 31, 2024

ROIC

IRR

Cumulative realizations

Our ROIC decreased from 87% as of December 31, 2024 to 83% as of December 31, 2025 because we had a fast resolution in one large matter that originated in the 2024 vintage and resolved within eight months, generating $93.8 million of realizations and $18.8 million in realized gains, amounting to a 40% IRR. The speed of the resolution meant that our nominal returns were lower (25% ROIC), causing a reduction in our overall cumulative ROIC (83% ROIC). Our total returns from this matter were higher than expressed here given the participation of other pools of capital outside the Principal Finance portfolio.

As our older vintages conclude, we may see IRR decrease as the impact from the Covid-19 pandemic caused delays in settlement timing. In addition to legal finance assets funded directly through our balance sheet, our Principal Finance segment also selectively allocates balance sheet capital through interests in select private funds, which tend to target a lower overall risk return profile.

We do not consider cases to be concluded (and therefore part of these return metrics on our concluded portfolio) until there is no longer any litigation risk remaining. Return metrics on our concluded portfolio do not include fair value adjustments, either positive or negative. As a result, these return figures do not include the positive or negative impact of developments on matters while they remain pending.

Portfolio by vintage

The table below sets forth a summary by vintage of every legal finance asset that we have funded directly by our balance sheet, as of the date indicated since inception. For a table with all the individual vintages, refer to our website.

December 31, 2025

Number of

Commitment

Deployed

Realized

Concluded (fully and partially)

($ in millions)

assets

amount (1)(2)

costs (1)

proceeds (1)

ROIC

IRR

Concluded

Partially realized - concluded

Partially realized - ongoing

Ongoing

Pre-2016 Total

Concluded

Partially realized - concluded

Partially realized - ongoing

Ongoing

2016-2020 Total

Concluded

Partially realized - concluded

Partially realized - ongoing

Ongoing

2021 Total

Concluded

Partially realized - concluded

Partially realized - ongoing

Ongoing

2022 Total

Concluded

Partially realized - concluded

Partially realized - ongoing

Ongoing

2023 Total

Concluded

Partially realized - concluded

Partially realized - ongoing

Ongoing

2024 Total

Concluded

Partially realized - concluded

Partially realized - ongoing

Ongoing

2025 Total

Total portfolio:

Concluded

Partially realized - concluded (4)

Total concluded portion

Partially realized – ongoing portion (4)

Ongoing

Total ongoing portion

Total portfolio

1. Amounts in currencies other than US dollar are reported in this table at the foreign exchange rates in effect at the time of the historical transaction, i.e., when the commitment or deployment was made or when proceeds were realized, respectively. Amounts related to those transactions (such as undrawn commitments or deployed costs) reflected elsewhere in this “ Management's discussion and analysis of financial condition and results of operations ” or in our consolidated financial statements contained in this 2025 Form 10-K may be reported based on the foreign exchange rates in effect as of the end of the applicable period and, therefore, may differ from the amounts in this table.

2. A portion of certain ongoing assets’ undrawn commitments are no longer an obligation. This table presents an asset’s gross original commitments, so it does not reflect a reduction in commitment for the portion that is no longer an obligation. This will result in a difference when compared to undrawn commitments in note 20 (Financial commitments and contingent liabilities) to our consolidated financial statements contained in this 2025 Form 10-K.

3. The number of assets for partially realized concluded transactions is listed under the number of assets for partially realized ongoing transactions as these are the concluded and ongoing portions of the same transactions.

4. As of December 31, 2025, there were 80 capital provision assets with partial realizations. We repeat the number with partial realizations in total concluded and total ongoing.

Asset Management and Other Services segment

Our Asset Management and Other Services segment manages legal finance assets on behalf of third-party investors, and we provide other services to the legal industry for both of which we receive fees. These fees are primarily reflected as asset management income, which is a secondary contributor to our total revenues.

Our internal allocation policy strictly prescribes the allocation of third-party private fund capital by fund based on the risk/return profile of assets, thus removing any potential allocation conflicts of interest with our Principal Finance segment.

We generally conduct our private funds activities through limited partnerships. Each private fund that is a limited partnership has a Burford-owned general partner that is responsible for the management and operation of the private fund’s affairs and makes all policy and asset selection decisions relating to the conduct of the private fund’s business. Except as required by law or as specified in a private fund’s governing documents, the limited partners of the private funds take no part in the conduct or control of the business of the private funds, have no right or authority to act for or bind the private funds, have limited visibility and input into the actions and decisions of the general partner and have no influence over the voting or disposition of the securities or other assets held by the private funds. Each private fund engages an investment adviser. BCIM serves as the investment adviser for all of our private funds and is registered under the Investment Advisers Act.

In addition, we operate certain “sidecar” funds pertaining to specific assets and had three active “sidecar” funds as of December 31, 2025. A “sidecar” fund is a pooled investment vehicle through which certain investors co-invest directly in specific assets alongside our private funds. Except as required by law or as specified in a “sidecar” fund’s governing documents, the investors in the “sidecar” funds take no part in the conduct or control of the business of the “sidecar” funds, have no right or authority to act for or bind the “sidecar” funds, have limited visibility and input into the actions and decisions of the general partner or manager of the “sidecar” funds and have no influence over the voting or disposition of the securities or other assets held by the “sidecar” funds. Our interest in the “sidecar” funds is generally limited to the opportunity to earn incentive fees, if any. The discussion of our private funds ignores “sidecar” funds unless specifically included, and we collapse fund structures into overall strategies, ignoring, for example, onshore and offshore separations and parallel funds.

Statements of operations for the year ended December 31, 2025, as compared to the year ended December 31, 2024

The table below sets forth the components of our income/(loss) before income taxes for our Asset Management and Other Services segment for the periods indicated.

Asset Management and Other Services segment

Years ended December 31,

($ in thousands)

Change

% change

Asset management income/(loss)

Other income/(loss)

Total revenues

Compensation and benefits

General, administrative and other

Total operating expenses

Foreign currency transactions (gains)/losses and other expenses

Total other expenses

Income/(loss) before income taxes

Total revenues decreased 23% for the year ended December 31, 2025, primarily driven from lower asset management income, reflecting a decrease in capital provision income earned by BOF-C and, therefore, less profit-sharing income from BOF-C contributing to asset management income for 2025. The decrease in total revenues was partially offset by the performance fee income from the Advantage Fund.

Total operating expenses decreased 4% for the year ended December 31, 2025, primarily due to a decrease in compensation and benefits costs.

As a result of the factors described above, income before income taxes decreased 47% for the year ended December 31, 2025.

Asset management income

Asset management income is generally categorized as either (i) management fees, which are recurring fees paid to Burford for investment management services and typically being a rate of 2% or less charged on the basis of some component of assets under management in each fund, (ii) profit sharing income, which represents income from bespoke profit-sharing agreements with third-party investors, such as our strategic sovereign wealth fund partner or (iii) performance fees, which are fees paid to Burford contingent on satisfying certain performance thresholds as designated by each fund waterfall. The timing of the recognition of performance fees is variable as they are recognized when a reliable estimate of the performance fees can be made, and it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. The maturity and the terms of the applicable distribution waterfall for each of our private funds impacts this timing.

The table below sets forth the components of our asset management income for the periods indicated.

Asset Management and Other Services segment

Years ended December 31,

($ in thousands)

Change

% change

Management fee income

Performance fee income

Profit sharing income from private funds

Total asset management income

Asset management income decreased 19% for the year ended December 31, 2025, primarily due to lower profit-sharing income from BOF-C, reflecting a decrease in capital provision income earned by BOF-C, partially offset by the performance fee income from the Advantage Fund. Starting December 1, 2025, the management fee rate for the remaining active fund, BOF, dropped from 2.0% to 0.5% per annum.

Statements of financial condition as of December 31, 2025 as compared to December 31, 2024

The table below sets forth the components of our consolidated statements of financial condition for our Asset Management and Other Services segment as of the dates indicated.

Asset Management and Other Services segment

December 31,

($ in thousands)

Change

% change

Cash and cash equivalents and marketable securities

Other assets

Total assets

Total assets increased 13% as of December 31, 2025, driven by an increase in receivables from our private funds and the acquisition of an equity method investment. The increase in receivables from our private funds includes the related receivable of the performance fee income from the Advantage Fund, partially offset by a decrease in the outstanding receivable from BOF-C, resulting from the decrease in capital provision income for BOF-C during the year.

Portfolio value – Asset Management and Other Services segment

The table below sets forth the components of our portfolio for our Asset Management and Other Services segment as of the dates indicated.

Asset Management and Other Services segment

December 31,

($ in thousands)

Change

% change

Capital provision assets - funded by third parties

Fair value

Undrawn commitments

Total

Post-settlement

Fair value

Undrawn commitments

Total

Total portfolio value

Total portfolio value, funded by third parties, decreased 18% as of December 31, 2025. The decrease in our total portfolio was driven largely by the impact of realizations which occurred in 2025, without offsetting new deployments in certain private funds for which the investment period has ended.

Private funds

As of December 31, 2025, we operated eight private funds and three “sidecar” funds as an investment adviser registered with, and regulated by, the SEC. The table below sets forth key statistics for each of our private funds as of December 31, 2025.

December 31, 2025

Investor

Asset

Asset

Fee structure (1)

commitments

commitments

deployments

(management/

Investment

($ in millions)

Strategy (6)

closed

to date

to date

AUM

performance)

Waterfall

period (end)

BCIM Partners II, LP (2)

Core legal finance

Class A: 2%/20%; Class B: 0%/50%

European

BCIM Partners III, LP

Core legal finance

European

Burford Opportunity Fund LP & Burford Opportunity Fund B LP (BOF)

Core legal finance

European

BCIM Credit Opportunities, LP (COLP)

Post-settlement

1% on undrawn/ 2% on funded and 20% incentive

European

Burford Alternative Income Fund LP (BAIF) (2)

Post-settlement

European

Burford Alternative Income Fund II LP (BAIF II)

Post-settlement

European

Burford Advantage Master Fund LP (Advantage Fund)

Lower risk legal finance

0%/Profit split (5)

American

Burford Opportunity Fund C LP (BOF-C) (2)

Core legal finance

Expense reimbursement + profit split

Hybrid

Total

1. Management fees are paid to BCIM for investment management and advisory services provided to our private funds. The management fee rates set forth in the table above are annualized and applied to an asset or commitment base that typically varies between a private fund’s investment period and any subsequent periods in the fund term. We no longer earn any management fees from BCIM Partners II, LP, BCIM Partners III, LP, COLP and BAIF. As of September 2025, we also no longer earn any management fees from BAIF II. Performance fees represent carried interest applied to distributions to a private fund’s limited partners after the return of capital contributions and preferred returns.

2. Includes amounts related to “sidecar” funds.

3. Ceased commitments to new legal finance assets in the fourth quarter of 2018 due to capacity.

4. Ceased commitments to new legal finance assets in the fourth quarter of 2020 due to capacity.

5. The Advantage Fund does not have a traditional management and performance fee structure, but instead provides the first 10% of annual simple returns to the fund investors while we retain any excess returns. However, if the Advantage Fund produces returns in excess of 18% (which are supranormal for this level of risk), a level of sharing with the fund investors would take effect, but we do not expect that to occur.

As of December 31, 2025, and December 31, 2024, our total AUM was $3.2 billion and $3.5 billion respectively. AUM reflects the fair value of the capital invested in private funds and individual capital vehicles plus the capital that we are entitled to call from investors in those private funds and vehicles. The total portfolio value shown for our Asset Management & Other Services segment of $1.8 billion reflects the fair value of portfolio assets plus the undrawn commitments to portfolio assets, and also excludes the balance sheet’s interest in the Advantage Fund, which is reflected in the portfolio value for our Principal Finance segment.

Liquidity and capital resources

Overview

The table below sets forth our cash and cash equivalents and marketable securities as of the dates indicated.

December 31, 2025

December 31, 2024

Total

Total

Third-party

segments

Third-party

segments

($ in thousands)

Consolidated

interests

(Burford-only)

Consolidated

interests

(Burford-only)

Cash and cash equivalents

Marketable securities

Total

On both a consolidated and total segments (Burford-only) bases, our cash and cash equivalents and marketable securities increased 19% as of December 31, 2025. The net increase in cash and cash equivalents and marketable securities for both the consolidated and total segments (Burford-only) bases, primarily reflects the issuance of the 2033 Notes, partially offset by the redemption of the 2025 Bonds. For the consolidated basis, the net increase in cash and cash equivalents and marketable securities was also partially offset by the impact from third-party net distributions.

Our marketable securities primarily consist of short-duration and generally investment-grade fixed income assets, the bulk of which are held in separately managed accounts, managed by a third-party asset manager that specializes in short-duration and money market investments.

Debt

During the year ended December 31, 2025, we issued the 2033 Notes and redeemed in full the remaining 2025 Bonds, which matured on August 12, 2025. As of December 31, 2025, we had five series of debt securities outstanding, of which one series was listed on the Order Book for Retail Bonds of the London Stock Exchange and four series were issued through private placement transactions under Rule 144A and Regulation S under the Securities Act. See note 12 ( Debt ) to our consolidated financial statements contained in this 2025 Form 10-K for additional information with respect to our outstanding debt securities.

We manage our business with relatively low levels of leverage and have laddered debt maturities with an overall weighted average maturity in excess of the expected weighted average life of our legal finance assets. As of December 31, 2025, the weighted average maturity of our outstanding debt securities of 4.7 years continued to be longer than the weighted average life of our concluded assets, weighted by realizations, of 2.6 years.

Going forward, we expect to continue to be an opportunistic issuer of debt securities and may issue new debt securities from time to time to fund our growth or refinance future debt maturities, among other things. In addition, from time to time, we may acquire our debt securities through open market purchases, redemptions, privately negotiated transactions, tender offers, exchange offers or otherwise, upon such terms and at such prices as we may from time to time determine, for cash or other consideration.

Our debt securities that were listed on the Order Book for Retail Bonds of the London Stock Exchange as of December 31, 2025 (which were subsequently redeemed prior to the date of this 2025 Form 10-K) contain one significant financial covenant, which is a leverage ratio requirement that we maintain a level of Group Net Debt (as defined in the trust deed governing such debt securities, and generally equivalent to our consolidated net debt, or our total principal amount of debt outstanding less cash and cash equivalents and marketable securities) that is less than 50% of our Group Total Assets (as defined in the trust deed governing such debt securities, and generally equivalent to our consolidated tangible assets, or our total assets less goodwill). As of December 31, 2025, and December 31, 2024, our consolidated net debt to consolidated tangible assets ratio was 23% and 20%, respectively. In addition, the indentures governing the 2028 Notes and the 2030 Notes contain certain restrictive covenants that, among other things, require us to have a Consolidated Indebtedness to Net Tangible Equity Ratio (as defined in the indentures governing the 2028 Notes and the 2030 Notes, as applicable) of less than 1.50 to 1.00, 1.75 to 1.00 or 2.00 to 1.00, as applicable, to use certain specified “baskets” in order to undertake specific actions, such as making restricted payments or permitted investments or incurring additional indebtedness. As of December 31, 2025, and December 31, 2024, our Consolidated Indebtedness to Net Tangible Equity Ratio was 0.9 to 1.00 and 0.8 to 1.00, respectively. Furthermore, the indentures governing the 2031 Notes and the 2033 Notes contain certain restrictive covenants that, among other things, require us to have a Consolidated Indebtedness to Consolidated Equity Ratio (as defined in the indentures governing the 2031 Notes and the 2033 Notes) of less than 1.50 to 1.00, 1.75 to 1.00 or 2.00 to 1.00, as applicable, to use certain specified “baskets” in order to

undertake specific actions, such as making restricted payments or permitted investments or incurring additional indebtedness. As of December 31, 2025, and December 31, 2024, our Consolidated Indebtedness to Consolidated Equity Ratio was 0.8 to 1.00 and 0.7 to 1.00, respectively, with respect to the 2031 Notes and 0.8 to 1.00 and none, respectively, with respect to the 2033 Notes. See “ —Reconciliations—Debt leverage ratio calculations ” for the calculations of our debt leverage ratios. As of December 31, 2025, we were in compliance with all of the covenants under the trust deed and the indentures, as applicable.

We are required to provide certain information pursuant to the indentures governing the 2028 Notes, the 2030 Notes, the 2031 Notes, the 2033 Notes and the 8.50% Senior Notes due 2034 (the “ 2034 Notes ”), which

were issued in January 2026. The tables below set forth the total assets and third-party indebtedness as of the dates indicated and total revenues for the periods indicated, in each case, of (i) us and our Restricted Subsidiaries (as defined in the indentures governing the 2028 Notes, the 2030 Notes, the 2031 Notes, the 2033 Notes and the 2034 Notes, as applicable) and (ii) our Unrestricted Subsidiaries (as defined in the indentures governing the 2028 Notes, the 2030 Notes, the 2031 Notes, the 2033 Notes and the 2034 Notes, as applicable). The tables below do not include the 2034 Notes or the redemption in full of the 5.000% Bonds due 2026 (the “ 2026 Bonds ”). See note 23 ( Subsequent events ) to our consolidated financial statements for additional information with respect to the issuance of the 2034 Notes and redemption in full of the 2026 Bonds.

December 31,

($ in thousands)

Burford Capital Limited and its Restricted Subsidiaries

Total assets

Third-party indebtedness

Unrestricted Subsidiaries

Total assets

Third-party indebtedness

Years ended December 31,

(S in thousands)

Burford Capital Limited and its Restricted Subsidiaries

Total revenues

Unrestricted Subsidiaries

Total revenues

Cash flows

We believe our available cash and cash from operations, which include proceeds from our capital provision assets, will be adequate to fund our operations and future growth, satisfy our working capital requirements, meet obligations under our debt securities, pay dividends and meet other liquidity requirements for the foreseeable future.

Set forth below is a discussion of our cash flows for the periods indicated on a consolidated basis, unless noted otherwise.

The table below sets forth the components of our cash flows for the periods indicated.

Years ended December 31,

($ in thousands)

Net cash provided by/(used in) operating activities

Net cash provided by/(used in) investing activities

Net cash provided by/(used in) financing activities

Net increase/(decrease) in cash and cash equivalents

Net cash provided by/(used in) operating activities

The table below sets forth the components of our net cash provided/(used) by operating activities for the periods indicated.

Years ended December 31,

($ in thousands)

Net cash provided by/(used in) operating activities before proceeds/(funding) of operating activities

Net proceeds from/(funding of) marketable securities

Proceeds from capital provision assets

Funding of capital provision assets

Net cash provided by/(used in) operating activities

Net cash used in operating activities was $29.0 million for the year ended December 31, 2025. The year-over-year change in net cash provided by/(used in) operating activities reflects primarily lower proceeds received from capital provision assets.

Net cash provided by/(used in) investing activities

Net cash used in investing activities was $8.8 million for the year ended December 31, 2025. The year-over-year change in net cash provided by/(used in) investing activities was primarily due to the acquisition of an equity method investment.

Net cash provided by/(used in) financing activities

Net cash provided by financing activities was $132.4 million for the year ended December 31, 2025. The year-over-year change in net cash provided by/(used in) financing activities was primarily due to the issuance of the 2033 Notes in 2025, partially offset by the redemption of the 2025 Bonds.

Cash receipts (non-GAAP financial measure)

Cash receipts represent cash generated during the reporting period from our capital provision assets, asset

management income and certain other items, before any deployments into financing existing or new assets. See “ — Basis of presentation of financial information—KPIs and non-GAAP financial measures relating to our operating and financial performance—Non-GAAP financial measures—Cash receipts ” for additional information with respect to our cash receipts. See “ —Cash flows ” for a discussion of our cash flows on a consolidated basis prepared in accordance with US GAAP.

The table below sets forth the components of our cash receipts for the periods indicated on a Burford-only basis.

Burford-only (non-GAAP)

Years ended December 31,

($ in thousands)

Proceeds from capital provision assets

Proceeds from asset management income

Proceeds from other items (1)

Cash receipts

1. See “ —Reconciliations—Cash receipts reconciliations ” for additional information with respect to the components of this line item.

On a Burford-only basis, our cash receipts decreased 24% for the year ended December 31, 2025, reflecting primarily lower cash receipts from realizations during 2025 as compared to 2024. In addition, during 2025 we had lower collections on the due from settlement of capital provision assets receivable that was outstanding as of December 31, 2024 as compared to our collections in 2024 on the due from settlement of capital provision assets receivable that was outstanding as of December 31, 2023. Of the $183.7 million of due from settlement receivables as of December 31, 2024, 73% was collected in cash during 2025.

See “ —Reconciliations—Cash receipts reconciliation ” for a reconciliation of cash receipts to proceeds from capital provision assets, the most comparable measure calculated in accordance with US GAAP.

Dividends

The table below sets forth our dividend payments during the year ended December 31, 2025.

($ in cents)

Cash dividend per ordinary share

Payment Date

Record Date

2024 final dividend

June 13, 2025

May 23, 2025

2025 interim dividend

December 4, 2025

October 31, 2025

Total dividend payments made during the year ended December 31, 2025

On February 25, 2026, the Board of Directors has declared, subject to shareholder approval at the annual general meeting to be held on May 13, 2026, a final d ividend of 6.25¢ per ordinary share to be paid on June 12, 2026 to our shareholders of record as of the close of business on May 22, 2026.

Off-balance sheet arrangements

As of December 31, 2025 and 2024, we had off-balance sheet arrangements relating to legal finance assets with structured entities that aggregate claims from multiple parties in the amount of $23.4 million and $4.8 million, respectively. See note 15 ( Variable interest entities ) to our consolidated financial statements contained in this 2025 Form 10-K for additional information with respect to structured entities.

Critical accounting estimates

The preparation of our consolidated financial statements in accordance with US GAAP requires our

management to make estimates, judgments and assumptions that affect the reported amounts of capital provision assets. Our management bases these estimates and judgments on available information, historical experience and other assumptions that we believe are reasonable under the circumstances. However, these estimates, judgments and assumptions are often subjective and may be impacted negatively based on changing circumstances or changes in our analyses. We believe that our critical accounting policies could potentially produce materially different results if we were to change underlying estimates, judgments and/or assumptions.

Set forth below are certain aspects of our critical accounting policy. For a full discussion of this critical accounting policy and other significant accounting policies, see note 2 ( Summary of significant accounting policies ) to our consolidated financial statements contained in this 2025 Form 10-K.

Fair value of capital provision assets

The determination of fair value for capital provision assets and financial liabilities relating to third-party interests in capital provision assets involves significant estimates and judgments. While the potential range of outcomes for the assets is wide, our fair value estimation is our best assessment of the current fair value of each asset or liability. Such an estimate is inherently subjective, being based largely on management’s estimate of forecasted cash flows, an assigned discount rate and an assessment of how individual events have changed the possible outcomes of the asset and their relative probabilities and hence the extent to which the fair value has altered. The aggregate of the fair values selected falls within a wide range of reasonably possible estimates. In our management’s opinion, there is no useful alternative valuation that would better quantify the market risk inherent in the portfolio and there are no inputs or variables to which the values of the assets are correlated other than interest rates that impact the discount rates applied. See note 14 ( Fair value of assets and liabilities ) to our consolidated financial statements contained in this 2025 Form 10-K and “— Fair value of capital provision assets ” for additional information with respect to fair value.

As of December 31, 2025 and 2024, should management’s estimate of the value of those instruments have been 10% higher or lower, as applicable, than provided for in our fair value estimates, while all other variables remained constant, our consolidated income and net assets would have increased and decreased, respectively, by $491.1 million and $466.3 million, respectively .

Furthermore, as of December 31, 2025 and 2024, should interest rates have been 50 or 100 basis points lower or higher, as applicable, than the actual interest rates used in the fair value estimates, while all other variables remained constant, the Group’s consolidated income and net assets and the Principal Finance segment’s income and net assets would have increased or decreased, respectively, by the amounts set forth below.

Consolidated

December 31,

($ in thousands)

+100 bps interest rates

+50 bps interest rates

-50 bps interest rates

-100 bps interest rates

Principal Finance segment

December 31,

($ in thousands)

+100 bps interest rates

+50 bps interest rates

-50 bps interest rates

-100 bps interest rates

As of December 31, 2025 and 2024, should duration have been six or 12 months lower or higher, as applicable, than the actual duration used in the fair value estimates, while all other variables remained constant, the Group’s consolidated income and net assets and the Principal Finance segment’s income and net assets would have increased or decreased, respectively, by the amounts set forth below.

Consolidated

December 31,

($ in thousands)

+12 months duration (1)

+6 months duration (1)

-6 months duration (1)

-12 months duration (1)

1. Duration refers to the expected timing of a favorable outcome. See note 2 ( Summary of significant accounting policies—Fair value of financial instruments ) to the Group’s consolidated financial statements contained in this 2025 Form 10-K for additional information with respect to the valuation methodology for Level 3 assets.

Principal Finance segment

December 31,

($ in thousands)

+12 months duration (1)

+6 months duration (1)

-6 months duration (1)

-12 months duration (1)

1. Duration refers to the expected timing of a favorable outcome. See note 2 ( Summary of significant accounting policies—Fair value of financial instruments ) to the Group’s consolidated financial statements contained in this 2025 Form 10-K for additional information with respect to the valuation methodology for Level 3 assets.

The sensitivity impact has been provided on a pre-tax basis for both our consolidated income and net assets because the fluctuation in our effective tax rate from period to period could indicate changes in sensitivity not driven by the valuation that we consider difficult to follow and detract from the comparability of this information.

Contractual obligations

Our material contractual obligations consist of financial liabilities relating to (i) definitive commitments to financing arrangements, (ii) debt securities and related interest payments, (iii) operating leases and (iv) third-party interests in capital provision assets. See note 20 ( Financial commitments and contingent liabilities ) to our consolidated financial statements contained in this 2025 Form 10-K for additional information with respect to our contractual obligations. See “ —Segments—Principal Finance segment—Undrawn commitments – Principal Finance segment ” and “ —Segments—Asset Management and Other Services segment—Portfolio value – Asset Management and Other Services segment ” for information with respect to our undrawn commitments.

Recent accounting standards updates

See note 2 ( Summary of significant accounting policies—Recently issued or adopted accounting pronouncements ) to our consolidated financial statements contained in this 2025 Form 10-K for further information.

Reconciliations

The tables below set forth the reconciliations of (i) the consolidated operating expenses to total segments (Burford-only) operating expenses for the periods indicated and (ii) the consolidated statements of financial condition to total segments (Burford-only) statements of financial condition as of the dates indicated. See “—Basis of presentation of financial information—Non-GAAP financial measures relating to our business structure” for additional information.

The first column in the tables below sets forth our results of operations on a consolidated basis as reported in our consolidated financial statements prepared in accordance with US GAAP. These results of operations include investments in a number of entities that are not wholly owned subsidiaries of Burford Capital Limited and, therefore, contain third-party capital, including BOF-C, the Advantage Fund, Colorado, the EP Funds, prior to its liquidation in the fourth quarter of 2023, the Strategic Value Fund, and other entities. The presentation of our results of operations on a consolidated basis requires a line-by-line consolidation of 100% of each non-wholly owned entity’s assets and liabilities. The portion of the net assets that is attributable to the third-party interests are then presented separately as single line items within the consolidated statements of financial condition. We believe it is helpful to exclude the interests of investors other than Burford in our discussion of our results of operations, and we have therefore, as an alternative presentation, excluded from our presentation of our results of operations the non-Burford portion of the individual assets and liabilities relating to such third-party capital. The reconciliations eliminate the line-by-line consolidation of all the applicable entities’ individual assets and liabilities required by US GAAP to present Burford’s investment in the non-wholly owned entities and Burford’s share of the gain or loss earned on such investment.

Reconciliations of consolidated operating expenses to total segments (Burford-only) operating expenses

The table below sets forth the reconciliations of components of the consolidated operating expenses to total segments (Burford-only) operating expenses for the periods indicated.

($ in thousands)

Consolidated

Third-party interests

Total segments (Burford-only)

Year ended December 31, 2025

Compensation and benefits

Salaries and benefits

Annual incentive compensation

Share-based and deferred compensation

Long-term incentive compensation including accruals

General, administrative and other

Case-related expenditures ineligible for inclusion in asset cost

Total operating expenses

Year ended December 31, 2024

Compensation and benefits

Salaries and benefits

Annual incentive compensation

Share-based and deferred compensation

Long-term incentive compensation including accruals

General, administrative and other

Case-related expenditures ineligible for inclusion in asset cost

Total operating expenses

Reconciliations of consolidated statements of financial condition to total segments (Burford-only) statements of financial condition

The tables below set forth the reconciliations of consolidated statements of financial condition to total segments (Burford-only) statements of financial condition as of the dates indicated.

December 31, 2025

($ in thousands)

Consolidated

Third-party interests

Total segments (Burford-only)

Assets

Cash and cash equivalents

Marketable securities

Other assets

Due from settlement of capital provision assets

Capital provision assets

Goodwill

Deferred tax asset

Total assets

Liabilities

Debt interest payable

Other liabilities

Long-term incentive compensation payable

Debt payable

Financial liabilities relating to third-party interests in capital provision assets

Deferred tax liability

Total liabilities

Total shareholders' equity

December 31, 2024

($ in thousands)

Consolidated

Third-party interests

Total segments (Burford-only)

Assets

Cash and cash equivalents

Marketable securities

Other assets

Due from settlement of capital provision assets

Capital provision assets

Goodwill

Deferred tax asset

Total assets

Liabilities

Debt interest payable

Other liabilities

Long-term incentive compensation payable

Debt payable

Financial liabilities relating to third-party interests in capital provision assets

Deferred tax liability

Total liabilities

Total shareholders' equity

Reconciliations of capital provision assets

The tables below set forth the reconciliations of components of the consolidated capital provision assets as of the beginning and end of period and unrealized fair value as of the end of period to total segments (Burford-only) capital provision assets as of the beginning and end of period and unrealized fair value as of the end of period, in each case, for the periods indicated.

Year ended December 31, 2025

($ in thousands)

Consolidated

Third-party interests

Total segments (Burford-only)

Beginning of period

Deployments

Realizations

Income for the period

Foreign exchange gains/(losses)

End of period

Deployed cost, end of period

Unrealized fair value, end of period

Capital provision assets

Year ended December 31, 2024

($ in thousands)

Consolidated

Third-party interests

Total segments (Burford-only)

Beginning of period

Deployments

Realizations

Income for the period

Foreign exchange gains/(losses)

End of period

Deployed cost, end of period

Unrealized fair value, end of period

Capital provision assets

Reconciliations of capital provision income

The tables below set forth the reconciliations of components of the consolidated capital provision income to total segments (Burford-only) capital provision income for the periods indicated.

Year ended December 31, 2025

($ in thousands)

Consolidated

Third-party interests

Total segments (Burford-only)

Net realized gains/(losses)

Fair value adjustment during the period, net of previously recognized unrealized gains/(losses) transferred to realized gains/(losses)

Income/(loss) on capital provision assets

Foreign exchange gains/(losses)

Net income/(loss) on due from settlement of capital provision assets

Other income/(loss)

Total capital provision income

Year ended December 31, 2024

($ in thousands)

Consolidated

Third-party interests

Total segments (Burford-only)

Net realized gains/(losses)

Fair value adjustment during the period, net of previously recognized unrealized gains/(losses) transferred to realized gains/(losses)

Income/(loss) on capital provision assets

Foreign exchange gains/(losses)

Net income/(loss) on due from settlement of capital provision assets

Net gains/(losses) on financial liabilities at fair value through profit and loss

Total capital provision income

Reconciliations of due from settlement of capital provision assets

The tables below set forth the reconciliations of components of the consolidated due from settlement of capital provision assets as of the beginning and end of period to total segments (Burford-only) due from settlement of capital provision assets as of the beginning and end of period for the periods indicated.

Year ended December 31, 2025

($ in thousands)

Consolidated

Third-party interests

Total segments (Burford-only)

Beginning of period

Transfer of realizations from capital provision assets

Other income/(loss)

Proceeds from capital provision assets

Foreign exchange gains/(losses)

End of period

Year ended December 31, 2024

($ in thousands)

Consolidated

Third-party interests

Total segments (Burford-only)

Beginning of period

Transfer of realizations from capital provision assets

Other income/(loss)

Proceeds from capital provision assets

Foreign exchange gains/(losses)

End of period

Reconciliations of capital provision undrawn commitments

The tables below set forth the reconciliations of the consolidated capital provision undrawn commitments to total segments (Burford-only) capital provision undrawn commitments as of the dates indicated.

December 31, 2025

($ in thousands)

Consolidated

Third-party interests

Total segments (Burford-only)

Definitive

Discretionary

Legal risk (definitive)

Total capital provision undrawn commitments

December 31, 2024

($ in thousands)

Consolidated

Third-party interests

Total segments (Burford-only)

Definitive

Discretionary

Legal risk (definitive)

Total capital provision undrawn commitments

Reconciliations of asset management income

The tables below set forth the reconciliations of components of the consolidated asset management income to total segments (Burford-only) asset management income for the periods indicated.

Year ended December 31, 2025

Year ended December 31, 2024

($ in thousands)

Consolidated

Third-party interests

Total segments (Burford-only)

Consolidated

Third-party interests

Total segments (Burford-only)

Management fee income

Performance fee income

Profit sharing income from funds

Total asset management income

Deployments reconciliations

The table below sets forth the reconciliations of the components of consolidated deployments to Burford-only deployments for the periods indicated.

Years ended December 31,

($ in thousands)

Consolidated deployments

Plus/(Less): Third-party interests

Total segments (Burford-only) total deployments

Plus/(Less): Capital deployed to fund level but not yet invested

Plus/(Less): Capital deployed in prior years and invested in the current year

Plus/(Less): Case-related expenditures ineligible for inclusion in asset cost

Plus/(Less): Deployments on behalf of subparticipations

Adjusted Burford-only total deployments

See “ —Basis of presentation of financial information—KPIs and non-GAAP financial measures relating to our operating and financial performance—KPIs ” and “ Certain terms used in this 2025 Form 10-K ” for additional information with respect to certain terms useful for the understanding of our deployments information and “ —Segments—Principal Finance segment—Portfolio value – Principal Finance segment ” for additional information with respect to our deployments.

Realizations reconciliations

The table below sets forth the reconciliations of the components of consolidated realizations to Burford-only realizations for the periods indicated.

Years ended December 31,

($ in thousands)

Consolidated realizations

Plus/(Less): Third-party interests

Total segments (Burford-only) total realizations

Plus/(Less): Realizations from other income on due from settlement of capital provision assets

Plus/(Less): Loss from financial liabilities at fair value through profit or loss

Plus/(Less): Reported realizations held at joint venture and not yet distributed

Plus/(Less): Reported realizations held at fund level and not yet distributed

Plus/(Less): Prior period realizations held at fund level and distributed in the current period

Adjusted Burford-only total realizations

See “— Basis of presentation of financial information—KPIs and non-GAAP financial measures relating to our operating and financial performance—KPIs ” and “ Certain terms used in this 2025 Form 10-K ” for additional information with respect to certain terms useful for the understanding of our realizations information and “ —Segments—Principal Finance segment—Portfolio value – Principal Finance segment ” for additional information with respect to our realizations.

Cash receipts reconciliations

The table below sets forth the reconciliations of Burford-only cash receipts to consolidated cash receipts, the most comparable measure calculated in accordance with US GAAP, for the periods indicated.

Years ended December 31,

($ in thousands)

Consolidated proceeds from capital provision assets

Less: Third-party interests

Total segments (Burford-only) proceeds from capital provision assets

Plus: Loss on financial liabilities at fair value through profit or loss

Burford-only proceeds from capital provision assets

Consolidated asset management income

Plus: Eliminated income from funds

Total segments (Burford-only) asset management income

Less: Non-cash adjustments (1)

Burford-only proceeds from asset management income

Burford-only proceeds from marketable securities interest and dividends

Burford-only proceeds from other income

Burford-only proceeds from other items

Cash receipts

1. Adjustments for the change in asset management receivables accrued during the applicable period but not yet received as of the end of such period.

See “— Basis of presentation of financial information—KPIs and non-GAAP financial measures relating to our operating and financial performance—Non-GAAP financial measures ” and “ —Liquidity and capital resources —Cash receipts ” for additional information with respect to cash receipts.

Tangible book value attributable to Burford Capital Limited and tangible book value attributable to Burford Capital Limited per ordinary share reconciliations

The table below sets forth the reconciliations of tangible book value attributable to Burford Capital Limited and tangible book value attributable to Burford Capital Limited per ordinary share to total Burford Capital Limited equity, the most comparable measure calculated in accordance with US GAAP, as of the dates indicated.

December 31,

($ in thousands, except share data)

Burford Capital Limited equity

Less: Goodwill

Tangible book value attributable to Burford Capital Limited

Basic ordinary shares outstanding

Tangible book value attributable to Burford Capital Limited per ordinary share

See “—Basis of presentation of financial information—KPIs and non-GAAP financial measures relating to our operating and financial performance—Non-GAAP financial measures” for additional information with respect to tangible book value attributable to Burford Capital Limited and tangible book value attributable to Burford Capital Limited per ordinary share.

Debt leverage ratio calculations

Consolidated net debt to consolidated tangible assets ratio calculation

The table below sets forth the calculations of consolidated net debt to consolidated tangible assets ratio as of the dates indicated.

December 31,

($ in thousands)

Total principal amount of debt outstanding (1)

Plus: Derivative liabilities

Less: Cash and cash equivalents

Less: Marketable securities

Consolidated net debt

Total assets

Less: Goodwill

Consolidated tangible assets

Consolidated net debt to consolidated tangible assets ratio

1. Represents the total principal amount of debt outstanding as set forth in note 12 (Debt) to our condensed consolidated financial statements contained in this 2025 Form 10-K. Debt securities denominated in pound sterling have been converted to US dollar using GBP/USD exchange rates of $1.3491 and $1.2529 as of December 31, 2025 and 2024, respectively.

See “ —Liquidity and capital resources—Debt ” for additional information with respect to our debt securities.

Consolidated Indebtedness to Net Tangible Equity Ratio calculation

The table below sets forth the calculations of Consolidated Indebtedness to Net Tangible Equity Ratio (as defined in the indentures governing the 2028 Notes and the 2030 Notes, as applicable) as of the dates indicated.

December 31,

($ in thousands)

Debt payable

Plus: Derivative liabilities

Less: Debt attributable to Unrestricted Subsidiaries

Consolidated Indebtedness

Total equity

Less: Equity attributable to Unrestricted Subsidiaries

Less: Goodwill

Net Tangible Equity

Consolidated Indebtedness to Net Tangible Equity Ratio

See “ —Liquidity and capital resources—Debt ” for additional information with respect to our debt securities.

Consolidated Indebtedness to Consolidated Equity Ratio calculation

The table below sets forth the calculations of Consolidated Indebtedness to Consolidated Equity Ratio (as defined in the indenture governing the 2031 Notes) as of the dates indicated.

December 31,

($ in thousands)

Debt payable

Plus: Derivative liabilities

Less: Debt attributable to Unrestricted Subsidiaries

Less: The lesser of specified cash and cash equivalent or $100 million

Consolidated Indebtedness

Total equity

Less: Equity attributable to Unrestricted Subsidiaries

Consolidated Equity

Consolidated Indebtedness to Consolidated Equity Ratio

The table below sets forth the calculations of Consolidated Indebtedness to Consolidated Equity Ratio (as defined in the indenture governing the 2033 Notes) as of the dates indicated.

December 31,

($ in thousands)

Debt payable

Plus: Derivative liabilities

Less: Debt attributable to Unrestricted Subsidiaries

Less: The lesser of specified cash and cash equivalent or $135 million

Consolidated Indebtedness

Total equity

Less: Equity attributable to Unrestricted Subsidiaries

Consolidated Equity

Consolidated Indebtedness to Consolidated Equity Ratio

See “ —Liquidity and capital resources—Debt ” for additional information with respect to our debt securities.