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Burford Capital Ltd

For the period ended May 13, 2026. Filed Apr 2, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 13, 2026 · Filed Apr 2, 2026

BUR$3.59-9.3%Stored close · as of Nov 6, 2026
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Contents

Compensation structure and elements

During the 2025 fiscal year, the principal elements of the compensation for the Named Executive Officers generally were comprised of base salary, annual incentive bonus and long-term incentive compensation. In addition, the Named Executive Officers were eligible to receive carried interest allocations under the Phantom Carry Pools Arrangement and certain retirement benefits and perquisites as additional elements of their respective compensation.

Base salary

We pay each of the Named Executive Officers an annual base salary to provide a predictable level of income competitive for each of their respective roles and to enable us to attract and retain skilled executive talent. In general, we pay the Named Executive Officers fixed base salaries reflecting their respective positions and experience levels that neither vary due to individual performance nor are subject to automatic increases.

The base salary for each of the Named Executive Officers was set in accordance with the terms of his or her respective employment arrangements and may be adjusted from time to time in accordance with such employment arrangements as determined by the Compensation Committee in connection with its annual compensation review. See “—Individual arrangements with Named Executive Officers” for additional information with respect to employment arrangements with the Named Executive Officers.

We did not increase the base salaries for any of the Named Executive Officers for the 2025 fiscal year.

Annual incentive bonus

For our executive officers, including the Named Executive Officers, the cornerstone of our compensation approach is the use of formulaic carried interest allocations based solely on cash gains, which we believe aligns the interests of our executive officers (including the Named Executive Officers) and those of our shareholders by focusing executive officers on striving for the best investment performance possible.

Messrs. Bogart’s and Molot’s annual incentive bonuses

In connection with our transition to US domestic issuer status, we entered into the Prior Bogart and Molot Employment Agreements (as defined below), which became effective at the beginning of the 2024 fiscal year. Under the Prior Bogart and Molot Employment Agreements, we reduced the total annual formulaic carried interest allocations under the Phantom Carry Pools Arrangement to Messrs. Bogart and Molot from 3.75% to 3.00% and added an annual bonus with a target value equal to 200% of such executive’s annual base salary to more closely align with general US public company pay structure for executive compensation.

Following negative feedback from ISS on the Prior Bogart and Molot Employment Agreements, particularly with respect to the annual bonus component of such arrangements, and subsequent discussions with our shareholders, we entered into the A&R Bogart and Molot Employment Agreements (as defined below) which became effective as of January 1, 2026. The A&R Bogart and Molot Employment Agreements, among other things, eliminate any target annual bonus and return to our historical practice of providing carried interest allocations to Messrs. Bogart and Molot equal to 3.75% of the cash gains realized by us for each vintage year beginning on January 1, 2015 and ending on December 31, 2028. See

“Executive compensation—Shareholder outreach” for additional information with respect to feedback from ISS and our shareholders.

In addition, the A&R Bogart and Molot Employment Agreements provide that Messrs. Bogart and Molot will be eligible to receive an annual bonus if so awarded in the discretion of the Board of Directors or the Compensation Committee, as applicable, but that there is no expectation that such annual bonus will be paid for any year, including the 2025 fiscal year. Accordingly, Messrs. Bogart and Molot did not receive an annual incentive bonus in respect of the 2025 fiscal year. See “—Individual arrangements with Named Executive Officers—Prior Bogart and Molot Employment Agreements”, “—Individual arrangements with Named Executive Officers—A&R Bogart and Molot Employment Agreements” and “—Annual incentive bonus compensation decisions for 2025 fiscal year—Messrs. Bogart’s and Molot’s annual incentive bonus compensation decisions” for additional information with respect to Messrs. Bogart’s and Molot’s annual incentive bonuses.

Other Named Executive Officers’ annual incentive bonuses

As part of their respective compensation package, each of the other Named Executive Officers is eligible to receive an annual incentive bonus.

As part of its assessment to determine the annual incentive bonus amounts for the other Named Executive Officers, the Compensation Committee considers our performance, including the factors described under “—Determining compensation”, and the Named Executive Officers’ performance. For the Named Executive Officers other than Messrs. Bogart and Molot, the Compensation Committee is assisted by Mr. Bogart, who evaluates and summarizes executive performance and makes recommendations to the Compensation Committee with respect to the annual incentive bonus amounts after consultation with Mr. Molot.

As a matter of policy, we do not provide a guaranteed annual incentive bonus to any of the other Named Executive Officers, do not establish specific performance metric targets upon which the annual incentive bonus would become payable and generally pay the same annual incentive bonus to each of the other Named Executive Officers. See “—Individual arrangements with Named Executive Officers” and “—Annual incentive bonus compensation decisions for 2025 fiscal year—Other Named Executive Officers’ annual incentive bonus compensation decisions” for additional information with respect to the annual incentive bonus payable to Messrs. Licht and Arnott and Ms. O’Connell.

Annual incentive bonus compensation decisions for 2025 fiscal year

The annual incentive bonus amounts are determined based on the Compensation Committee’s holistic review of our overall performance, and the individual’s role in and contribution to such performance, during the relevant fiscal year and are reflected in the “Non-equity incentive plan compensation” column of the “—Summary compensation table” for the 2025 fiscal year.

The highlights of our performance in the 2025 fiscal year under the leadership of the Named Executive Officers included:

Scaling the platform to support long-term growth objectives, including substantial expansion of the portfolio base and continued diversification across geographies and asset types

Maintaining disciplined capital allocation and portfolio risk management amid extended case durations and idiosyncratic litigation developments, preserving the long-term integrity and expected value of the portfolio

Advancing significant appellate and enforcement activity relating to the YPF-related assets, including active proceedings in multiple jurisdictions and continued efforts to protect and monetize our entitlement

Strengthening our financial and operational infrastructure, including enhancements to internal controls, reporting processes, technology systems and data capabilities to support our operations as a US domestic issuer

Preserving a strong liquidity position and prudent leverage profile while extending the maturity of outstanding indebtedness

Expanding ourglobal market presence through enhanced investor engagement, strategic banking relationships and increased visibility in key international markets

Supporting the continued development of complementary revenue streams within the broader legal ecosystem

Maintaining active engagement with regulatory and policy stakeholders in key jurisdictions to promote a stable and constructive environment for legal finance

Messrs. Bogart’s and Molot’s annual incentive bonus compensation decisions

We have not paid Messrs. Bogart and Molot any annual incentive bonus for the 2025 fiscal year. See “—Messrs. Bogart’s and Molot’s annual incentive bonuses” for additional information about our intention with respect to the annual incentive bonus payments to Messrs. Bogart and Molot under the A&R Bogart and Molot Employment Agreements.

Other Named Executive Officers’ annual incentive bonus compensation decisions

For the 2025 fiscal year, we paid an annual incentive bonus of $1.5 million to each of Messrs. Licht and Arnott and Ms. O’Connell, in each case, as determined and approved by the Compensation Committee. See “—Summary compensation table” for additional information with respect to the annual incentive bonus amounts paid to each of Messrs. Licht and Arnott and Ms. O’Connell for the 2025 fiscal year.

In determining and approving the annual incentive bonus amounts for the 2025 fiscal year for each of Messrs. Licht and Arnott and Ms. O’Connell, the Compensation Committee considered in February 2026, in addition to our overall performance as set forth above, each of Messrs. Licht’s and Arnott’s and Ms. O’Connell’s individual performance and performance as a team as described below.

Jordan Licht

Led accounting, finance, treasury and tax functions, driving continued operational efficiency and strengthening financial controls, and managed KPMG through its first full year as our independent registered public accounting firm, ensuring a seamless audit transition

Oversaw the successful remediation of the previously identified material weakness in internal control over financial reporting

Actively managed our balance sheet to support strategic objectives and growth initiatives while maintaining appropriate capital and liquidity, executing the issuance of $500.0 million aggregate principal amount of 7.50% Senior Notes due 2033 (upsized by $100.0 million from the initially announced offering size due to strong oversubscription, with participation from over 80 new investors) and executing the redemption in full of the 6.125% bonds due 2025 and opportunistic repurchases of the 5.000% bonds due 2026, strengthening our capital structure, extending our maturity profile and enhancing financial flexibility

Continued engagement with US and international shareholders, including playing a key role in our Investor Day in April 2025 and expanding strategic relationships across global investment banks, including the appointment of Bank of America as our third corporate broker, enhancing market visibility and capital markets access

Drove key development, integration and improvement initiatives across operations, advancing technology-enabled transformation initiatives to enhance efficiency, accountability, scalability and decision-support capabilities, including critical enhancements to our customer relationship management system, finance tool set and the development of artificial intelligence initiatives to support long-term operational effectiveness

Continued oversight of human resources and executive compensation functions, including alignment of executive compensation programs with performance and long-term shareholder value creation

Continued to build trust and communication with internal and external stakeholders, engaging extensively with shareholders and investors globally, working closely with the Board of Directors and its committees and serving as a visible and active representative of the Management Committee for our employees, reinforcing transparency, accountability and organizational alignment

Elizabeth O’Connell

Directed strategic oversight and continued expansion of our non-US business, including underwriting new matters and actively managing the existing portfolio to drive positive resolutions

Served on the Commitments and Management Committees, contributing to capital allocation decisions, risk oversight and long-term strategic direction

Played a central role in leveraging quantitative and qualitative analysis into global portfolio management to enhance decision-making and accelerate matter resolutions

Oversaw our quantitative and data analytics functions, including spearheading a strategic development initiative to further leverage proprietary data and analytics in investment decision-making

Helped build and materially expand our internal credit and financial analysis capabilities to support underwriting and portfolio management

Developed and mentored investment and analytics professionals and supported talent acquisition efforts to strengthen our global capabilities

Craig Arnott

Accelerated the growth of our rest-of-world business, including the EMEA commercial and arbitration groups, driving strong performance in commitments and expected net income and reinforcing our leadership in international litigation and group actions

Played a central role in originating, underwriting and closing significant EMEA transactions and provided strategic leadership on major portfolio transactions, driving litigation strategy, structuring financing arrangements and enhancing economic outcomes

Oversaw a rigorous portfolio review and resolution process within our rest-of-world business, strengthening oversight and driving matters toward successful resolution

Provided senior oversight in connection with our public policy engagement across the United Kingdom and Europe

Advanced business development and thought leadership initiatives, including industry publications, presentations and multimedia engagement, enhancing our visibility and reputation in key international markets

Continued oversight and development of our adverse costs insurance business, integrating insurance solutions into our broader investment strategy

Long-term incentive compensation

The long-term incentive compensation program for executive officers (including the Named Executive Officers) is an equity-based plan designed to reward such officers for the inherent value and price appreciation of our ordinary shares and relative outperformance by us in comparison to our peers over the long term. Furthermore, it is designed to motivate and reward executive officers to achieve multi-year strategic goals and to deliver sustained long-term value to our shareholders as well as to enable us to attract and retain skilled executive talent. The long-term incentive compensation is used to create a strong linkage between executive compensation and our long-term performance.

Messrs. Bogart’s and Molot’s long-term incentive compensation

Historically, Messrs. Bogart and Molot have not received separate grants of long-term incentive awards, but instead received awards of RSUs and PSUs in lieu of a corresponding portion of any annual incentive bonus amount awarded to such executive, and those awards have been subject to the same service- and performance-based vesting conditions as the RSUs and PSUs granted to the other Named Executive Officers for the respective fiscal year and in the form of 50% RSUs and 50% PSUs. For the 2025 fiscal year, Messrs. Bogart and Molot continued to not receive separate grants of long-term incentive awards and also did not receive an annual incentive bonus such that neither executive received RSUs or PSUs under our long-term incentive program for the 2025 fiscal year (except, as discussed below, for any matching notional RSUs).

Other Named Executive Officers’ long-term incentive compensation

The long-term incentive compensation granted to the other Named Executive Officers generally consists of a mix of 50% RSUs and 50% PSUs, with RSUs generally vesting in equal 33% installments on each of the first three anniversaries of the grant date and PSUs vesting on the third anniversary of the grant date, subject to continued employment through the vesting date (and, for PSUs, subject to the determination by the Compensation Committee of the achievement of the applicable performance conditions). For PSUs, achievement of the applicable performance goals at target will result in 100% vesting of the target number of our ordinary shares granted, and there is no additional payout for achievement of the applicable performance goals above target.

PSUs granted to the Named Executive Officers vest based on the achievement of performance goals set forth in the applicable award agreement, and the Compensation Committee considers individual contributions over the prior year for purposes of sizing such grants. With respect to PSUs granted prior to the 2024 fiscal year (the “Pre-2024 PSUs”), we used total shareholder return (“TSR”) and adjusted earnings per share (“Adjusted EPS”) growth as the relevant financial performance metrics to determine vesting levels, with each of TSR and Adjusted EPS weighted at 50% of the overall performance. For PSUs granted beginning in the 2024 fiscal year, including PSUs granted in the 2025 fiscal year with a performance period beginning in the 2025 fiscal year through the 2027 fiscal year (the “Post-2024 PSUs”), TSR is the sole financial performance metric used to determine vesting level. See “—Long-term incentive compensation decisions in the 2025 fiscal year—Grants of RSUs and PSUs in the 2025 fiscal year” for additional information with respect to the Post-2024 PSUs. In addition, satisfactory individual performance, as determined by the Compensation Committee, is required for the vesting of the Pre-2024 PSUs and the Post-2024 PSUs to occur.

TSR—For the Pre-2024 PSUs, we use TSR as a performance goal to align executive officers’ (including the Named Executive Officers’) vesting of the Pre-2024 PSUs with shareholders’ interests and price appreciation of our ordinary shares over the three-year performance period. For the Pre-2024 PSUs, we measure TSR as the weighted average daily TSR, calculated as the change in the daily price of our ordinary shares weighted by the number of our ordinary shares traded during such day, over the three-year performance period (including any dividends paid over such period).

Adjusted EPS—For the Pre-2024 PSUs, we use Adjusted EPS as a performance goal to align executive officers’ (including the Named Executive Officers’) compensation with building our long-term inherent value. We measure Adjusted EPS as the earnings per ordinary share over the three-year performance period

(calculated in accordance with US GAAP), which is adjusted to remove amortization, depreciation, non-capitalized bond issuance costs, foreign exchange gains or losses and long-term incentive compensation including accruals.

As applicable, achievement of the TSR and Adjusted EPS metrics is determined based on the percentage return or growth, which ranges from 0% to 8% per annum, of each metric over the relevant performance period and is determined on a straight-line basis such that, if achievement of TSR or Adjusted EPS is below the target goal for such metric, the calculated payout earned for such PSU financial performance metric is 0%. If achievement of TSR or Adjusted EPS is above the target goal for such metric, the calculated payout earned for such PSU financial performance metric is 100%, which is the maximum calculated payout attainable for each metric. Each of TSR and Adjusted EPS is assessed independently. Performance against applicable PSU financial performance metrics is measured annually and at the end of the three-year performance period. Consequently, achievement of a vesting criterion in any year during the relevant performance period will result in vesting such year’s pro rata share, and achievement of the three-year criterion will result in vesting all three years.

Long-term incentive compensation decisions in the 2025 fiscal year

PSU performance determination for 2022-2024 performance period

The table below sets forth the threshold, target and actual percentages for the TSR and Adjusted EPS financial performance metrics and the calculated payout for the Pre-2024 PSUs that vested in the 2025 fiscal year with the performance period from the 2022 fiscal year through the 2024 fiscal year.

PSU Financial Performance MetricThreshold (0%)Target (100%)ActualWeightWeighted payoutCalculated payout
TSR0%26%31%50%50%50%
Adjusted EPS0%26%760%50%50%50%
Total Payout100%

For the Pre-2024 PSUs vested in the 2025 fiscal year with the performance period from the 2022 fiscal year through the 2024 fiscal year, the Compensation Committee assessed and certified in January 2025 the achievement of the applicable financial performance metrics by us and individual-based performance metrics. In addition, for PSUs vested in the 2025 fiscal year with the performance period from the 2022 fiscal year through the 2024 fiscal year, the Compensation Committee determined that each of the Named Executive Officers attained satisfactory individual performance during the relevant performance period. Accordingly, PSUs vested in the 2025 fiscal year with the performance period from the 2022 fiscal year through the 2024 fiscal year vested at 100%.

Grants of RSUs and PSUs in the 2025 fiscal year

For the RSUs and PSUs granted in the 2025 fiscal year, the Compensation Committee granted to each of Messrs. Licht and Arnott and Ms. O’Connell an award of RSUs and PSUs with 11,373 ordinary shares underlying each award. Messrs. Bogart and Molot did not receive any grants of long-term incentive compensation awards under the OICP in the 2025 fiscal year.

For the Post-2024 PSUs granted in the 2025 fiscal year with the performance period from the 2025 fiscal year through the 2027 fiscal year (the “2025 PSUs”), the Compensation Committee determined that the 2025 PSUs will be earned (if at all) based on achievement of either of the relative TSR-based goals measured based on our performance (i) over the five-year period ending on the final day of the applicable performance period (the “Rolling TSR”) or (ii) annually for each year of the three-year performance period (the “Annual TSR”). Under the Rolling TSR, our TSR will be compared to the median TSR for a comparator group of companies that represent the FTSE AllShare index for each year during the performance period and for the performance period measured as a whole, with TSR calculated on a rolling five-year historical basis ending on thefiscal year end that coincides with the fiscal year end of the relevant year in the performance period, with the 2025 PSUs vesting in full if our TSR is at or above the median TSR (and would not vest if below the median TSR) for the comparator group of companies. For example, to determine the Rolling TSR result of an award of 2025 PSUs at the end of the 2026 fiscal year, TSR would be determined for the period January 1, 2022, through December 31, 2026. Under the Annual TSR, our TSR will be compared to the median TSR for a comparator group of companies that represent the FTSE 350 Financial Services index for each year during the performance period and for the performance period measured as a whole, with the 2025 PSUs vesting in full if our TSR is at or above the median TSR (and would not vest if below the median TSR) for the comparator group of companies. Achievement will be deemed to be 0% in the event neither TSR-based goal is achieved, and achievement will be deemed to be 100% in the event target level of performance of either TSR-based goal is achieved. The Compensation Committee believes it appropriate to condition the vesting of the 2025 PSUs on the achievement of either the Rolling TSR or the Annual TSR given the absence of a direct peer group of public companies and the difficulty of evaluating our performance in one-year increments due to the duration of our legal finance assets.

Treatment of long-term incentive compensation upon termination or retirement

In the event of a termination of employment due to death or disability, outstanding long-term incentive compensation awards to employees (including the Named Executive Officers, other than Messrs. Bogart and Molot and Ms. O’Connell) remain outstanding and vest pro rata on the scheduled vesting date (and, for PSUs, subject to the determination by the Compensation Committee of the achievement of the applicable performance conditions).

In accordance with the terms of our retirement policy (the “Retirement Policy”), upon becoming “Retirement Eligible”, which means that an employee’s years of service (subject to a minimum requirement of eight years) and age combine to equal at least 75, such employee’s outstanding long-term incentive compensation awards are deemed vested and payable in full on the scheduled payment date (and, for PSUs, subject to the determination by the Compensation Committee of the achievement of the applicable performance conditions), subject to such employee’s continued compliance with pre-existing non-compete and confidentiality covenants. As of December 31, 2025, each of Messrs. Bogart and Molot and Ms. O’Connell are Retirement Eligible.

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