Burford Capital Ltd

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

☒ Filed by the Registrant

☐ Filed by a Party other than the Registrant

CHECK THE APPROPRIATE BOX:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under §240.14a-12

BURFORD CAPITAL LIMITED

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, If Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

LETTER FROM THE CHAIR OF THE BOARD OF DIRECTORS

Dear Fellow Shareholders:

On behalf of the board of directors (the “Board of Directors”) of Burford Capital Limited (“Burford”, “we”, “us” or “our”), I am pleased to cordially invite you to attend the annual general meeting of shareholders to be held on Wednesday, May 13, 2026, at 9:00 a.m. British Summer Time (the “2026 AGM”).

2026 AGM business

The business to be considered at the 2026 AGM is set forth in the accompanying Notice of Annual General Meeting of Shareholders. The Board of Directors considers that all the resolutions set forth in the accompanying Notice of Annual General Meeting of Shareholders (each, a “Resolution”) are in the best interests of shareholders as a whole. Accordingly, the Board of Directors unanimously recommends that you vote in favor of each Resolution.

Although our corporate governance arrangements and requirements under the US federal securities laws are now aligned with those of a US domestic public company, we remain a foreign company incorporated under the laws of Guernsey with a listing on AIM, a market operated by the London Stock Exchange (“AIM”). As such, we continue to adhere to AIM’s listing obligations and must comply with Guernsey law and our shareholder-approved articles of incorporation to, among other things, seek shareholder approval for certain ordinary and special resolutions included in the accompanying proxy statement (the “Proxy Statement”). As a result, US investors will see certain lengthy resolutions that are customary for UK public companies and that our shareholders have routinely approved for years.

For the 2026 AGM, we will rely on the US practice of notice and access. Instead of mailing a traditional full set of proxy materials, notice and access gives us the option to mail a notice of internet availability of proxy materials (the “Notice of Internet Availability”) to shareholders, directing them to a website to access electronic copies of the proxy materials. As a shareholder, you also have the option to request certain proxy materials after receiving the Notice of Internet Availability. Notice and access will greatly reduce the paper to print and fuel to deliver our proxy materials.

We encourage you to vote promptly, even if you plan to attend the 2026 AGM.

On behalf of the Board of Directors, we thank you for your continued investment in and support of Burford. As always, we remain committed to serving you, our shareholders.

Yours faithfully,

John Sievwright

Chair of the Board of Directors

April 2, 2026

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BURFORD CAPITAL LIMITED

Oak House, Hirzel Street

St. Peter Port

Guernsey GY1 2NP

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

Notice is hereby given that the 2026 annual general meeting of shareholders (the “2026 AGM”) of Burford Capital Limited (“Burford”, “we”, “us” or “our”) will be held at Oak House, Hirzel Street, St. Peter Port, Guernsey GY1 2NP at 9:00 a.m. British Summer Time on May 13, 2026. If you plan on attending the 2026 AGM in person, for logistics and security reasons, please register your intention to do so by 10:00 a.m. British Summer Time on May 7, 2026 by sending an e-mail tocosec@oak.group. If you are not a registered shareholder, please include evidence of your shareholding. We will only admit to the 2026 AGM (i) shareholders registered on our register of shareholders and (ii) those who have registered to attend the 2026 AGM in advance, confirmed their status as holders of our ordinary shares and received confirmation from us of their entitlement to attend. If you hold your ordinary shares in “street name”, you are not a registered shareholder and will not be admitted to the 2026 AGM unless you register in advance and provide evidence of your shareholding.

At the 2026 AGM, the shareholders will be asked to vote on the following Resolutions, which are described in more detail in the Proxy Statement. Resolutions 1 to 14 (inclusive) are proposed as ordinary resolutions, which means that, for each of these Resolutions to be passed, a simple majority of the votes cast by persons entitled to vote must be in favor of the Resolution. Resolutions 15 and 16 are proposed as special resolutions, which means that, for each of these Resolutions to be passed, not less than 75% of the votes cast by persons entitled to vote must be in favor of the Resolution.

Ordinary Resolutions

1. To re-elect Rukia Baruti Dames as a director for a term expiring at the close of our next annual general meeting.

2. To re-elect Christopher Bogart as a director for a term expiring at the close of our next annual general meeting.

3. To re-elect Pamela Corrie as a director for a term expiring at the close of our next annual general meeting.

4. To re-elect Robert Gillespie as a director for a term expiring at the close of our next annual general meeting.

5. To re-elect Christopher Halmy as a director for a term expiring at the close of our next annual general meeting.

6. To elect Rick Noel as a director for a term expiring at the close of our next annual general meeting.

7. To re-elect John Sievwright as a director for a term expiring at the close of our next annual general meeting.

8. To declare a final dividend of 6.25¢ (United States cents) per ordinary share recommended by the Board of Directors and to pay such final dividend on June 12, 2026 to all ordinary shareholders on our register of shareholders at the close of business on May 22, 2026.

9. To reappoint KPMG LLP (“KPMG”) as our external auditor and independent registered public accounting firm until our next general meeting at which accounts are laid.

10. To authorize the audit committee of the Board of Directors (the “Audit Committee”) on behalf of the Board of Directors to agree to the compensation of our external auditor.

11. To receive our accounts for the year ended December 31, 2025 and the report of the Board of Directors and the external auditor thereon.

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12. To approve, on an advisory basis, the compensation of our named executive officers as disclosed in the Proxy Statement under “Executive compensation”, including the compensation discussion and analysis, the compensation tables and the related narrative discussion included therein (the “Say-on-Pay”).

13. To authorize the Board of Directors to allot and/or issue our unissued ordinary shares and grant rights to subscribe for, or to convert any security into, our ordinary shares up to a specified amount.

14. To authorize us to make market acquisitions of our ordinary shares up to a specified amount.

Special Resolutions

15. To authorize the Board of Directors to allot and/or issue our equity securities for cash without making a pre-emptive offer to shareholders (subject to the limitations set forth in Resolution 15).

16. To authorize the Board of Directors to allot and/or issue our equity securities for cash without making a pre-emptive offer to shareholders (subject to the limitations set forth in Resolution 16) for an acquisition or specified capital investment.

Only holders of our ordinary shares of record as of the close of business on March 16, 2026 (the “Record Date”) are entitled to notice of and to vote at the 2026 AGM or any postponement or adjournment thereof.

As permitted by the rules of the US Securities and Exchange Commission (the “SEC”), we will furnish proxy materials to shareholders via the internet to expedite shareholders’ receipt of proxy materials while lowering the cost of delivery and reducing the environmental impact of the 2026 AGM. Accordingly, we will send to our shareholders of record and beneficial owners the Notice of Internet Availability beginning on April 2, 2026 to provide instructions on how to access the Proxy Statement and our annual report to shareholders for the year ended December 31, 2025 (the “2025 Annual Report”) via the internet and how to vote online. The Notice of Internet Availability also contains instructions on how to obtain the proxy materials in printed form.

Your vote is important, and you should read the Proxy Statement in its entirety before voting. We encourage you to vote by proxy in advance of the 2026 AGM whether or not you plan to attend the 2026 AGM. Shareholders of record or beneficial shareholders named as proxies by their shareholders of record who attend the 2026 AGM may vote their ordinary shares personally even if they have sent in proxies or voted online. If you hold your ordinary shares through a bank, broker or other nominee, please follow their instructions. See “General information about 2026 AGM” for additional information with respect to the 2026 AGM, including details about how to participate in the 2026 AGM and how to cast your votes.

By order of the Board of Directors of Burford Capital Limited

Oak Fund Services (Guernsey) Limited

Company Secretary

April 2, 2026

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