Burford Capital Ltd (BUR)

Item 2. 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 intended to convey management’s perspective with respect to our operating and financial performance for the three months ended March 31, 2026 and 2025. It should be read in conjunction with the unaudited condensed consolidated financial statements and the accompanying notes thereto contained elsewhere in this Form 10-Q and the audited consolidated financial statements and the accompanying notes thereto contained in the 2025 Form 10-K.

The following discussion and analysis also contains a discussion of certain unaudited non-GAAP financial measures and KPIs that are used by management to monitor our financial condition and results of operations. These non-GAAP financial measures and KPIs 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 “Non-GAAP financial measures and KPIs” and “—Reconciliations” for additional information with respect to non-GAAP financial measures and KPIs and the applicable reconciliations.

In addition, the following discussion and analysis contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed below. Factors that could cause or contribute to such differences include those identified below and those discussed under “Risk Factors” in this Form 10-Q and the 2025 Form 10-K.

Company overview

We are the world’s largest dedicated provider of capital, based on portfolio size, against the underlying value of litigation and legal assets, which we colloquially call legal finance. We are a global firm that serves the legal industry by providing an array of financial products and services. Our largest business is providing capital to clients engaged in ongoing legal disputes, which they can use both to pay the legal fees and expenses associated with disputes and to monetize the expected future value of disputes. Our focus is on large, complex disputes, not on small-scale litigation typically pursued by consumers or small businesses.

YPF-related assets

Our largest individual asset was our interest in the proceeds of claims brought by the Petersen and Eton Park entities against the Republic of Argentina and YPF S.A. that have been the subject of extensive disclosure in prior reports. On September 15, 2023, judgment was entered in favor of the plaintiffs resulting in a substantial increase in the balance sheet fair value of the YPF-related assets, and that value increased further in the year ended December 31, 2024 when the court ordered the turnover of certain YPF S.A.’s shares to plaintiffs. However, on March 27, 2026, that judgment was reversed on appeal (the “YPF Judgment Reversal”) and, as a result, the balance sheet fair value of the YPF-related assets has been significantly reduced. Further proceedings with respect to the YPF-related assets are ongoing in the US courts and the plaintiffs are also likely to pursue relief through international arbitration proceedings.

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. 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 three months ended March 31, 2026, military action in the Middle East, geopolitical tensions and ongoing disruption to global trade drove significant volatility in global financial markets. We do not expect this volatility to have a significant impact on the performance of our legal finance portfolio or our financial results. More generally, tighter financial conditions and a weakening of gross domestic product would

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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” in the 2025 Form 10-K.

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 three months ended March 31, 2026, 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 financial results for the year ended December 31, 2025 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” in the 2025 Form 10-K.

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.

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Other items

There were no material developments with respect to, or changes from, our disclosure in the 2025 Form 10-K relating to the international sanctions on Russian businesses and individuals.

Results of operations and financial condition

Set forth below is a discussion of our unaudited condensed consolidated results of operations for the three months ended March 31, 2026 and 2025 and our unaudited condensed consolidated financial condition as of March 31, 2026 and December 31, 2025, in each case, on a consolidated basis, unless otherwise noted.

In this section, any references to 2026 refer to the three months ended March 31, 2026, and any references to 2025 refer to the three months ended March 31, 2025.

Unaudited condensed consolidated statements of operations for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025

Overview

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

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[Excerpt truncated for page length; source filing is linked above.]

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

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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

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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.

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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.

Capital provision income/(loss)

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

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

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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.

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

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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.

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.

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

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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.

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.

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

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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.

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” 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.

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,

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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.

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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.

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.

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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.

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.

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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.

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.

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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.

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.

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.

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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.

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.

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Gains from capital provision asset portfolio

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

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.

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.

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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.

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.

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.

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.

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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.

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.

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.

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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.

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.

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.

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.

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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.

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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.

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.

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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 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.

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.

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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.

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.

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Liquidity and capital resources

Overview

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

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

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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.

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.

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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.

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.

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.

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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 dividend 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.

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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.

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.

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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.