Burford Capital Ltd
For the period ended Dec 31, 2025. Filed Feb 26, 2026.
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FY2025 · Filed Feb 26, 2026
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Item 15. Exhibits and financial statement schedules
(a)(1) Financial statements
The consolidated financial statements are provided under Part II, Item 8. “Financial statements and supplementary data” of this 2025 Form 10-K.
(a)(2) Financial statement schedules
No financial statement schedules are provided because the information called for is not applicable or not required or is included in the consolidated financial statements or the notes thereto provided under Part II, Item 8. “Financial statements and supplementary data” of this 2025 Form 10-K.
(a)(3) Exhibits
The information required by this Item is set forth below.
| ExhibitNo. | Description |
| 3.1 | Memorandum of Incorporation (incorporated by reference to Exhibit 1.2 to the Registration Statement on Form 20-F of Burford Capital Limited (File No. 001-39511) as filed with the SEC on September 11, 2020 (the “Registration Statement”)). |
| 3.2 | Articles of Incorporation, adopted by special resolution dated August 20, 2024 (incorporated by reference to Exhibit 3.2 to the Annual Report on Form 10-K for the year ended December 31, 2024 of Burford Capital Limited (File No. 001-39511) as filed with the SEC on March 3, 2025 (the “2024 Form 10-K”)). |
| 4.2 | Trust Deed, dated as of June 1, 2017, by and among Burford Capital PLC, as issuer, Burford Capital Limited, Burford Capital Finance LLC and Burford Capital Global Finance LLC, as guarantors, and U.S. Bank Trustees Limited, as trustee (incorporated by reference to Exhibit 4.2 to the Registration Statement). |
| 4.3 | Indenture, dated as of April 5, 2021, by and among Burford Capital Global Finance LLC, as issuer, Burford Capital Limited, as parent guarantor, the other guarantors party thereto from time to time and U.S. Bank Trust Company, National Association, as successor to U.S. Bank National Association, as trustee (including as Exhibit A thereto the Form of 6.250% Senior Notes due 2028) (incorporated by reference to Exhibit 99.1 to the Report on Form 6-K of Burford Capital Limited (File No. 001-39511) as filed with the SEC on April 6, 2021). |
| 4.4 | Indenture, dated as of April 11, 2022, by and among Burford Capital Global Finance LLC, as issuer, Burford Capital Limited, as parent guarantor, the other guarantors party thereto from time to time and U.S. Bank Trust Company, National Association, as trustee (including as Exhibit A thereto the Form of 6.875% Senior Notes due 2030) (incorporated by reference to Exhibit 99.1 to the Report on Form 6-K of Burford Capital Limited (File No. 001-39511) as filed with the SEC on April 12, 2022). |
| 4.5 | Indenture, dated as of June 26, 2023, by and among Burford Capital Global Finance LLC, as issuer, Burford Capital Limited, as parent guarantor, the other guarantors party thereto from time to time and U.S. Bank Trust Company, National Association, as trustee (including as Exhibit A thereto the Form of 9.250% Senior Notes due 2031) (incorporated by reference to Exhibit 99.1 to the Report on Form 6-K of Burford Capital Limited (File No. 001-39511) as filed with the SEC on June 26, 2023). |
| 4.6 | Indenture, dated as of July 11, 2025, by and among Burford Capital Global Finance LLC, as issuer, Burford Capital Limited, as parent guarantor, the other guarantors party thereto from time to time and U.S. Bank Trust Company, National Association, as trustee (including as Exhibit A thereto the Form of 7.50% Senior Notes due 2033) (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Burford Capital Limited (File No. 001-39511) as filed with the SEC on July 11, 2025). |
| 4.7 | Indenture, dated as of January 15, 2026, by and among Burford Capital Global Finance LLC, as issuer, Burford Capital Limited, as parent guarantor, the other guarantors party thereto from time to time and U.S. Bank Trust Company, National Association, as trustee (including as Exhibit A thereto the Form of 8.50% Senior Notes due 2034) (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Burford Capital Limited (File No. 001-39511) as filed with the SEC on January 15, 2026). |
| 10.1‡ | Burford Capital 2016 Long Term Incentive Plan, as amended and renewed on May 13, 2020 (incorporated by reference to Exhibit 4.5 to the Registration Statement). |
| ExhibitNo. | Description |
|---|---|
| 10.2‡ | Form of Burford Capital LLC Service-Based Restricted Share Unit Award Grant Letter and Certificate (incorporated by reference to Exhibit 10.2 to the 2024 Form 10-K). |
| 10.3‡ | Form of Burford Capital (UK) Limited Service-Based Restricted Share Unit Award Grant Letter and Certificate (incorporated by reference to Exhibit 10.3 to the 2024 Form 10-K). |
| 10.4‡ | Form of Service-Based and Performance-Based Restricted Share Unit Award Grant Letter and Certificate (incorporated by reference to Exhibit 10.4 to the 2024 Form 10-K). |
| 10.5‡ | Burford Capital Limited 2025 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Burford Capital Limited (File No. 001-39511) as filed with the SEC on May 15, 2025 (the “May 2025 Form 8-K”). |
| 10.6‡ | Form of Restricted Share Unit Award Agreement (incorporated by reference to Exhibit 10.2 to the May 2025 Form 8-K). |
| 10.7‡ | Form of Performance-Based Restricted Share Unit Award Agreement (incorporated by reference to Exhibit 10.3 to the May 2025 Form 8-K). |
| 10.8‡ | Burford Capital Deferred Compensation Plan, effective as of February 1, 2021 and as amended and restated as of November 26, 2024 (incorporated by reference to Exhibit 10.5 to the 2024 Form 10-K). |
| 10.9‡ | Amendment No. 1 to the Amended and Restated Burford Capital Deferred Compensation Plan, effective as of November 27, 2024 (incorporated by reference to Exhibit 10.6 to the 2024 Form 10-K). |
| 10.10‡ | Amendment No. 2 to the Amended and Restated Burford Capital Deferred Compensation Plan, effective as of February 12, 2025 (incorporated by reference to Exhibit 10.4 to the May 2025 Form 8-K). |
| 10.11‡ | Burford Capital Limited 2021 Non-Employee Directors’ Share Plan (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-8 of Burford Capital Limited (File No. 333-259493) as filed with the SEC on September 13, 2021). |
| 10.13‡ | Employment Agreement, effective as of January 1, 2024, by and between Burford Capital LLC and Christopher P. Bogart (incorporated by reference to Exhibit 10.9 to the 2024 Form 10-K). |
| 10.14‡ | Amended and Restated Employment Agreement, effective as of January 1, 2026, by and between Burford Capital LLC and Christopher P. Bogart (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Burford Capital Limited (File No. 001-39511) as filed with the SEC on November 25, 2025). |
| 10.15*‡ | Amendment to Amended and Restated Employment Agreement, effective as of January 1, 2026, by and between Burford Capital LLC and Christopher P. Bogart. |
| 10.16‡ | Employment Agreement, effective as of January 1, 2024, by and between Burford Capital LLC and Jonathan T. Molot (incorporated by reference to Exhibit 10.10 to the 2024 Form 10-K). |
| 10.17‡ | Amended and Restated Employment Agreement, effective as of January 1, 2026, by and between Burford Capital LLC and Jonathan T. Molot (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Burford Capital Limited (File No. 001-39511) as filed with the SEC on November 25, 2025). |
| 10.18*‡ | Amendment to Amended and Restated Employment Agreement, effective as of January 1, 2026, by and between Burford Capital LLC and Jonathan T. Molot. |
| 10.19‡ | Offer Letter, dated August 22, 2022, by and between Burford Capital LLC and Jordan D. Licht (incorporated by reference to Exhibit 10.11 to the 2024 Form 10-K). |
| 10.20‡ | Employment Agreement, dated as of March 1, 2016, by and between Burford Capital LLC and Aviva O. Will (incorporated by reference to Exhibit 10.12 to the 2024 Form 10-K). |
| 10.21‡ | Agreement, effective as of January 1, 2020, by and between Burford Capital LLC and Elizabeth O’Connell (incorporated by reference to Exhibit 10.13 to the 2024 Form 10-K). |
| 10.22*‡ | Amendment to Agreement, effective as of January 1, 2026, by and between Burford Capital LLC and Elizabeth O’Connell. |
| 10.23‡ | Offer Letter, dated September 6, 2017, by and between Burford Capital LLC and Mark N. Klein (incorporated by reference to Exhibit 10.14 to the 2024 Form 10-K). |
| 10.24‡ | Offer Letter, dated April 23, 2018, by and between Burford Capital LLC and David M. Perla (incorporated by reference to Exhibit 10.15 to the 2024 Form 10-K). |
| ExhibitNo. | Description |
| 10.25‡ | Contract of Employment, Statement of Working Practices and Formal Procedures, dated as of May 18, 2021, by and between Burford Capital Services Limited and Craig Arnott (incorporated by reference to Exhibit 10.16 to the 2024 Form 10-K). |
| 10.26‡ | Contract of Employment, Statement of Working Practices and Formal Procedures, dated as of July 22, 2024, by and between Burford Capital (UK) Limited and Travis D. Lenkner (incorporated by reference to Exhibit 10.17 to the 2024 Form 10-K). |
| 10.27*‡† | Amended and Restated Agreement of Exempted Limited Partnership of Burford Capital 2025 LP, dated as of December 31, 2025. |
| 10.28*‡† | Carried Interest Percentage Award Agreement, dated December 31, 2025, by and between Burford Capital 2025 LP and Christopher P. Bogart. |
| 10.29*‡† | Carried Interest Percentage Award Agreement, dated December 31, 2025, by and between Burford Capital 2025 LP and Jonathan T. Molot. |
| 10.30*‡† | Carried Interest Percentage Award Agreement, dated December 31, 2025, by and between Burford Capital 2025 LP and Elizabeth O’Connell. |
| 21.1* | Significant subsidiaries of Burford Capital Limited. |
| 23.1* | Consent of KPMG LLP. |
| 23.2* | Consent of Ernst & Young LLP. |
| 31.1* | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2* | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1** | Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2** | Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 97.1 | Incentive Compensation Recovery Policy (incorporated by reference to Exhibit 97.1 to the Annual Report on Form 20-F for the year ended December 31, 2023 of Burford Capital Limited (File No. 001-39511) as filed with the SEC on March 28, 2024). |
| 101.INS* | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
| 101.SCH* | XBRL Taxonomy Extension Schema Document. |
| 101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101.LAB* | XBRL Taxonomy Extension Label Linkbase Document. |
| 101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document. |
| 101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document. |
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
| * | Filed herewith. |
| ** | Furnished herewith. |
| ‡ | Management contract or compensatory plan or arrangement in which executive officers or directors are eligible to participate. |
| † | Certain schedules (or similar attachments) have been omitted pursuant to Item 601(a)(5) of Regulation S-K. We agree to furnish supplementally a copy of any omitted schedule (or similar attachment) to the SEC upon request. |
The agreements and other documents filed as exhibits to this 2025 Form 10-K are not intended to provide factual information or other disclosures other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.