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Burford Capital Ltd

Burford Capital LtdBUREarnings & Financial Report

NYSE · Financials · Finance Services

Burford Capital is a financial services company that provides specialized finance to the legal market. Founded in 2009, it offers financing to corporate legal departments and law firms engaged in litigation and arbitration, asset recovery and other legal finance and advisory activities. It operates internationally with headquarters in Guernsey.

What changed in Burford Capital Ltd's 10-K — 2024 vs 2025

Top changes in Burford Capital Ltd's 2025 10-K

529 paragraphs added · 576 removed · 438 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

68 edited+17 added−11 removed84 unchanged
We believe that we are the largest investment manager focused solely on the legal finance sector by a considerable margin. Over the course of our history, we have used private fund capital to finance our portfolio across the risk / return spectrum and acquired in 2016 a fund management business to enhance our access to third-party capital.
We believe that we are the largest investment manager focused solely on the legal finance sector by a considerable margin. Over the course of our history, we have used private fund capital to finance our portfolio across the risk/return spectrum and, in 2016, we acquired a fund management business to enhance our access to third-party capital.
Our other private funds have generally allocated to legal finance assets with a lower overall risk / return profile, which can be generally addressed in two categories: ▪ First, we offer our clients the ability to monetize post-settlement and other legal receivables, where little or no litigation risk remains.
Our other private funds have generally allocated to legal finance assets with a lower overall risk/return profile, which can be addressed in two categories: ▪ First, we offer our clients the ability to monetize post-settlement and other legal receivables, where little or no litigation risk remains.
At the same time, a higher interest rate environment has altered the market appeal of private fund products like the Advantage Fund, and we believe it would be challenging to raise a successor private fund at this time at pricing terms that we would find attractive.
At the same time, a higher interest rate environment has altered the market appeal of private fund products like the Advantage Fund, and at this time we believe it would be challenging to raise a successor private fund at pricing terms that we would find attractive.
Other laws, rules and regulations We are also subject to various other laws, rules and regulations, ranging from the UK Bribery Act 2010, as amended, and the US Foreign Corrupt Practices Act of 1977, as amended, to anti-money laundering and know-your-customer regulations in numerous jurisdictions.
Other laws, rules and regulations We are also subject to various other laws, rules and regulations, ranging from the US Foreign Corrupt Practices Act of 1977, as amended, and the UK Bribery Act 2010, as amended, to anti-money laundering and know-your-customer regulations in numerous jurisdictions.
Legal finance capital allocation We allocate legal finance assets to different pools of capital based on their overall risk / return profile, which encompasses a range of characteristics, including, among others: ▪ Expected yield and range of potential yield outcomes ▪ Risk of capital loss and ability to contractually protect principal ▪ Expected duration, including duration risk ▪ Currency risk ▪ Stage of legal process (merits risk and appeal risk) ▪ Collection risk (counterparty creditworthiness and enforcement) There are generally three pools of capital from which we currently or have historically funded legal finance assets: ▪ Our balance sheet ▪ Our sovereign wealth fund arrangement (BOF-C) ▪ Various private funds managed by us (in some cases, including allocations from our balance sheet as a limited partner) Our capital allocation policy for the legal finance portfolio, at any given point in time, has set clear parameters to determine allocation of capital to new legal finance assets based on a combination of the risk / return characteristics noted above.
Legal finance capital allocation We allocate legal finance assets to different pools of capital based on their overall risk/return profile, which encompasses a range of characteristics, including: ▪ Expected yield and range of potential yield outcomes ▪ Risk of capital loss and ability to contractually protect principal ▪ Expected duration, including duration risk ▪ Currency risk ▪ Stage of legal process (merits risk and appeal risk) ▪ Collection risk (counterparty creditworthiness and enforcement) There are generally three pools of capital from which we currently or have historically funded legal finance assets: ▪ Our balance sheet ▪ Our sovereign wealth fund arrangement (BOF-C) ▪ Various private funds managed by us (in some cases, including allocations from our balance sheet as a limited partner) Our capital allocation policy for the legal finance portfolio, at any given point in time, has set clear parameters to determine allocation of capital to new legal finance assets based on a combination of the risk/return characteristics noted above.
Our largest business is providing capital to clients engaged in ongoing legal disputes, which they can use to pay the legal fees and expenses associated with disputes, to monetize the expected future value of disputes or to do both. Our focus is on large, complex disputes, not on small-scale litigation typically pursued by consumers or small businesses.
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.
Item 1. Business Introduction Burford is 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 industry of law by providing an array of financial products and services.
Item 1. Business Introduction Burford is 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.
The Management Committee regularly assesses our human capital strategy across each of our global offices, reviews our existing capabilities and performance and identifies any gaps to ensure that resources are appropriately allocated to realize our strategic and operational objectives as well as to support and develop our talent at each employee level.
Our management committee regularly assesses our human capital strategy across each of our global offices, reviews our existing capabilities and performance and identifies any gaps to ensure that resources are appropriately allocated to realize our strategic and operational objectives as well as to support and develop our talent at each employee level.
While the use of true artificial generative intelligence such that it could replace the human legal judgment required in our business remains in its infancy, we expect that ongoing development could continue to grow in benefit for our business, including by augmenting and enhancing our origination and underwriting.
While the use of true artificial generative intelligence such that it could replace the human legal judgment required in our business remains in its infancy, we expect that ongoing development could continue to grow in benefit for our business, including by further augmenting and enhancing our origination and underwriting.
We are a founding member of the Association of Litigation Funders of England and Wales (“ ALF ”), an independent organization charged by the UK Ministry of Justice with self-regulation of litigation financing in England and Wales. The ALF’s Code of Conduct sets forth the standards by which all members must abide.
We are also a founding member of the Association of Litigation Funders of England and Wales (“ ALF ”), an independent organization charged by the UK Ministry of Justice with self-regulation of litigation financing in England and Wales. The ALF’s Code of Conduct sets forth the standards by which all members must abide.
We have also made a few strategic acquisitions to support inorganic growth. Our acquisition in 2011 of Firstassist Legal Expenses Insurance, a leading provider of litigation expenses insurance in the United Kingdom, provided footprint in London and was the basis of our legacy adverse cost insurance business.
We have also made strategic acquisitions to support inorganic growth. Our acquisition in 2011 of Firstassist Legal Expenses Insurance, a leading provider of litigation expenses insurance in the United Kingdom, provided footprint in London and was the basis of our legacy adverse cost insurance business.
We predominantly provide capital to clients, and in that capacity we remain passive investors without control of litigation. In limited instances we may purchase a claim and have greater rights over litigation decision-making but remain a third party to the litigation.
We predominantly provide capital to clients, and in that capacity we generally remain passive investors without control of litigation. In limited instances we may purchase a claim and have greater rights over litigation decision-making but remain a third party to the litigation.
We fund our legal finance portfolio primarily from our balance sheet using modest leverage, with the aim of re-investing proceeds to grow and compound returns. Our principal financing activities are supplemented by the use of third-party capital through private funds, from which we earn asset management income. Today, we manage a group-wide legal finance portfolio of $7.4 billion.
We fund our legal finance portfolio primarily from our balance sheet using modest leverage, with the aim of re-investing proceeds to grow and compound returns. Our principal financing activities are supplemented by the use of third-party capital through private funds, from which we earn asset management income. Today, we manage a group-wide legal finance portfolio of $7.5 billion.
In the United Kingdom, in July 2023, the Supreme Court held in R (PACCAR Inc) v. Competition Appeal Tribunal that litigation funding agreements that entitle funders to payments based on the amount of damages recovered should be classified as damages-based agreements which need to comply with the Damages-Based Agreements Regulations 2013 or risk being deemed unenforceable.
In the United Kingdom, in July 2023, the Supreme Court held in R (PACCAR Inc) v. Competition Appeal Tribunal that litigation funding agreements that entitle funders to payments based on the amount of damages recovered should be classified as damages-based agreements, which must comply with the Damages-Based Agreements Regulations 2013 or risk being deemed unenforceable.
Further, legal finance may enable clients to avoid incurring legal fees as an operating expense, and thus improve net income metrics, as well as boost liquidity by obtaining cash through upfront monetization of legal assets that otherwise would not be reflected in their financial statements.
Further, legal finance may enable litigants to avoid incurring legal fees as an operating expense, and thus improve net income metrics, as well as boost liquidity by obtaining cash through upfront monetization of legal assets that otherwise would not be reflected in their financial statements.
We also provide legal risk management services to help protect clients against certain adverse litigation outcomes, including the risk of being held liable for adverse costs. In many legal jurisdictions (although generally not in the United States), the loser in a litigation must pay the winner’s legal expenses, creating adverse legal cost risk.
In addition, we provide legal risk management services to help protect clients against certain adverse litigation outcomes, including the risk of being held liable for adverse costs. In many legal jurisdictions (although generally not in the United States), the loser in a litigation must pay the winner’s legal expenses, creating adverse legal cost risk.
Accordingly, the discussion below is general in nature, does not purport to be complete and is current only as of the date of this 2024 Form 10-K. United States As a public company in the United States, we are subject to the rules and regulations of the SEC and the listing requirements of the NYSE.
Accordingly, the discussion below is general in nature, does not purport to be complete and is current only as of the date of this 2025 Form 10-K. United States As a public company in the United States, we are subject to the rules and regulations of the SEC and the listing requirements of the NYSE.
Our portfolio is diversified by geography and type of legal claim and is, we believe, the largest of its kind globally. Over the last 15 years, it has grown by a multiple of more than 50x when compared to $130 million raised at our inception.
Our portfolio is diversified by geography and type of legal claim and is, we believe, the largest of its kind globally. Over the last 16 years, it has grown by a multiple of more than 50x when compared to $130 million raised at our inception.
Adverse legal cost risk can be a significant obstacle for clients, especially in the kind of larger complex litigation that is the focus of our core legal finance business.
Adverse legal cost risk can be a significant obstacle for litigants, especially in the kind of larger complex litigation that is the focus of our core legal finance business.
As of June 30, 2024, we determined that we no longer qualify as a “foreign private issuer” as defined under the Exchange Act and, as a result, effective as of January 1, 2025, we were no longer eligible to use the rules designed for foreign private issuers and are required to comply with the 7 Table of Contents reporting regime that applies to most US domestic public companies listed on the NYSE.
As of June 30, 2024, we determined that we no longer qualify as a “foreign private issuer” as defined under the Exchange Act and, as a result, effective as of January 1, 2025, we were no longer eligible to use the rules designed for foreign private issuers and are now required to comply with the reporting regime that applies to most US domestic public companies listed on the NYSE.
Health and safety 10 Table of Contents We are committed to ensuring the health, safety and well-being of our employees in each of our offices worldwide by complying with relevant laws and preventing health and occupational risks. In some of the jurisdictions where we have offices, the health and safety standards we operate may exceed local requirements.
Health and safety We are committed to ensuring the health, safety and well-being of our employees in each of our offices worldwide by complying with relevant laws and preventing health and occupational risks. In some of the jurisdictions where we have offices, the health and safety standards we operate may exceed local requirements.
When companies and law firms finance litigation and arbitration with our capital, they preserve their own capital to invest in their businesses where and when doing so will have the greatest benefit, whether that means hiring employees, spending on research and development or simply easing liquidity 9 Table of Contents pressures that would otherwise harm the enterprise.
When companies and law firms finance litigation and arbitration with our capital, they preserve their own capital to invest in their businesses where and when doing so will have the greatest benefit, whether that means hiring employees, spending on research and development or simply easing liquidity pressures that would otherwise harm the enterprise.
We rarely engage in transactions in which we are providing less than $5.0 million in capital, and we frequently provide multiples of that amount up to hundreds of millions of dollars. Since our inception in 2009, we made commitments of more than $11.2 billion into legal finance assets on a group-wide basis.
We rarely engage in transactions in which we are providing less than $5.0 million in capital, and we frequently provide multiples of that amount up to hundreds of millions of dollars. Since our inception in 2009, we made commitments of more than $12.1 billion into legal finance assets on a group-wide basis.
As of December 31, 2024, our employees included 47 lawyers qualified to practice in the United States, the United Kingdom, Argentina, Australia, Germany, India and Switzerland, as applicable. The table below sets forth our full-time employees by office location based on the respective office affiliation of such full-time employees as of December 31, 2024.
As of December 31, 2025, our employees included 50 lawyers qualified to practice in the United States, the United Kingdom, Argentina, Australia, Germany, India and Switzerland, as applicable. The table below sets forth our full-time employees by office location based on the respective office affiliation of such full-time employees as of December 31, 2025.
For example, according to “share of voice” calculations using Muck Rack, a provider of public relations tracking software, we were featured in over half of the total articles that discussed the legal finance industry and that mentioned other pure play legal finance providers during the year ended December 31, 2024.
For example, according to “share of voice” calculations using Muck Rack, a provider of public relations tracking software, we were featured in over h alf of the total articles that discussed the legal finance industry and that mentioned other pure play legal finance providers during the year ended December 31, 2025.
These assets are underwritten to target returns more similar to fixed income investments, and we have historically funded them with third-party capital through 4 Table of Contents COLP and its successor private funds BAIF and BAIF II.
These assets are underwritten to target returns more similar to fixed income investments, and we have historically funded them with third-party capital through COLP and its successor private funds BAIF and BAIF II.
In other instances, we provide capital directly to the client. Our provision of capital may finance the costs of the fees and/or expenses needed to take the matter forward, or it may monetize some of the potential future value of a claim by providing an upfront cash payment to the client.
Our provision of capital may finance the costs of the fees and/or expenses needed to take the matter forward, or it may monetize some of the potential future value of a claim by providing an upfront cash payment to the client.
Office location Number of employees United States 107 United Kingdom 41 Rest of the world 12 Total 160 Compensation and benefits Our compensation structure is designed to attract and retain qualified employees as well as to incentivize and reward employee performance, and our goal is to provide competitive compensation in the markets where we compete for talent.
Office location Number of employees United States 115 United Kingdom 43 Rest of the world 14 Total 172 Compensation and benefits Our compensation structure is designed to attract and retain qualified employees as well as to incentivize and reward employee performance, and our goal is to provide competitive compensation in the markets where we compete for talent.
See note 1 2 ( Debt ) to our consolidated financial statements contained in this 2024 Form 10-K for additional information with respect to our debt securities.
See note 12 ( Debt ) to our consolidated financial statements contained in this 2025 Form 10-K for additional information with respect to our debt securities.
Moreover, the larger or more complex a matter, the more likely we will be to use an individually designed transactional structure that aligns interests, incentivizes rational economic behavior and accommodates the needs of the client and potentially multiple parties with different economic interests.
Moreover, the larger or more complex a matter, the more likely we will be to use an individually designed transactional 5 T a b l e o f C o n t e n t s structure that aligns interests, incentivizes rational economic behavior and accommodates the needs of the client and potentially multiple parties with different economic interests.
As a result, we do not release asset valuations of ongoing matters underlying our assets, including partially concluded matters, and we are similarly unable to provide other asset-specific information about our portfolio unless such information becomes publicly available through other means.
As a result, we do not release asset 6 T a b l e o f C o n t e n t s valuations of ongoing matters underlying our assets, including partially concluded matters, and we are similarly unable to provide other asset-specific information about our portfolio unless such information becomes publicly available through other means.
While the investment periods for COLP and BAIF concluded in 2019 and 2022, respectively, the investment period for BAIF II extends to September 2025. ▪ Second, driven by an era of sustained low interest rates, we launched the Advantage Fund in 2022 to allocate capital to legal finance assets that (i) were pre-judgment or pre-settlement and (ii) presented an overall risk / return profile that was generally lower than those allocated to our balance sheet, but generally higher than our post-settlement strategies.
While the investment periods for COLP and BAIF concluded in 2019 and 2022, respectively, the investment period for BAIF II ended in September 2025. 4 T a b l e o f C o n t e n t s ▪ Second, to take advantage of investor appetite in an era of sustained low interest rates, we launched the Advantage Fund in 2022 to allocate capital to legal finance assets that (i) were pre-judgment or pre-settlement and (ii) presented an overall risk/return profile that was generally lower than those allocated to our balance sheet, but generally higher than our post-settlement strategies.
We provide capital against the underlying value of high-value single or multiple litigation and arbitration matters at any stage of the process, from before filing to after a final judgment has been entered. In some instances, we provide capital to a law firm that has agreed to take a case on a contingent fee or alternative fee basis.
We provide capital against the underlying value of high-value single or multiple litigation and arbitration matters at any stage of the process, from before filing to after a final judgment has been entered. In some instances, we provide capital directly to the litigant.
These additional requirements relate, among other things, to maintaining an effective and comprehensive compliance program and code of ethics, conflicts of interests, record-keeping and reporting requirements, advertising and custody requirements, political contributions and disclosure requirements.
These additional requirements relate, among other things, to maintaining an effective and comprehensive 7 T a b l e o f C o n t e n t s compliance program and code of ethics, conflicts of interests, record-keeping and reporting requirements, advertising and custody requirements, political contributions and disclosure requirements.
The information on, or that can be accessed through, our website, social media and any alerts is not incorporated by reference into, and does not form a part of, this 2024 Form 10-K.
The information on, or that can be accessed through, our website, social media and any alerts is not incorporated by reference into, and does not form a part of, this 2025 Form 10-K. 11 T a b l e o f C o n t e n t s
The reconstitution permitted more debt capital to be raised to fund growth than was possible under the closed-end fund vehicle and, between 2014 and 2018, we raised $693.0 million through the sale of bonds listed on the Main Market of the London Stock Exchange, and the fair value of our capital provision assets grew by more than 6x.
Between 2014 and 2018, we raised $693.0 million through the sale of bonds listed on the Main Market of the London Stock Exchange, and the fair value of our capital provision assets grew by more than 6x.
Pricing and returns We use a wide range of economic structures for our assets, and our returns can have several components. The terms of each asset are bespoke, which we believe offers an attractive degree of flexibility to serve our 5 Table of Contents clients.
We are continuously assessing and deploying AI-enabled tools to drive operational efficiencies across the business. Pricing and returns We use a wide range of economic structures for our assets, and our returns can have several components. The terms of each asset are bespoke, which we believe offers an attractive degree of flexibility to serve our clients.
Guernsey The Guernsey Financial Services Commission regulates our insurance business conducted through Burford Worldwide Insurance Limited, our wholly owned Guernsey insurer. Burford Worldwide Insurance Limited is licensed to carry on international, domestic and general insurance business under the Insurance Business (Bailiwick of Guernsey) Law, 2002 (as amended).
Burford Worldwide Insurance Limited is licensed to carry on international, domestic and general insurance business under the Insurance Business (Bailiwick of Guernsey) Law, 2002 (as amended).
We maintain a website at www.burfordcapital.com and make available free of charge, on or through the Investor Relations section of our website, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and any amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after such reports are electronically filed with, or furnished to, the SEC. 11 Table of Contents In addition, we use our website ( investors.burfordcapital.com ) and social media platforms including LinkedIn ( www.linkedin.com/company/burford-capital ), X ( www.x.com/burfordcapital ), Instagram ( www.instagram.com/burford_capital ) and YouTube ( www.youtube.com/c/burfordcapital ) as channels of distribution for documents and other information about our company.
We maintain a website at www.burfordcapital.com and make available free of charge, on or through the Investor Relations section of our website, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and any amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after such reports are electronically filed with, or furnished to, the SEC.
We have received financing inquiries from 94 of the 100 largest US law firms by revenue according to the 2024 rankings by The American Lawyer and 92 of the 100 largest global law firms by revenue according to the 2024 rankings by The American Lawyer as well as large regional firms and litigation boutiques.
We have received financing inquiries or engaged on potential new business with 95 of the 100 largest US law firms by revenue according to the 2025 rankings by The American Lawyer and 93 of the 100 largest global law firms by revenue according to the 2025 rankings by The American Lawyer as well as large regional firms and litigation boutiques.
Such privileged information can lose its protection and become accessible to a litigation opponent if it is disclosed (a concept called “waiver” in the United States), which could have detrimental consequences for the litigant. We are entitled to receive such privileged information but are under a strict obligation to protect it to minimize the risk of waiver.
Privileged information Our underwriting and ongoing asset monitoring require that we receive privileged information from our clients. Such privileged information can lose its protection and become accessible to a litigation opponent if it is disclosed (a concept called “waiver” in the United States), which could have detrimental consequences for the litigant.
Our General Counsel supervises our legal and compliance personnel, who are responsible for addressing the regulatory and compliance matters that affect our operations. We strive to maintain a culture of compliance through the use of policies and procedures, including a code of ethics, electronic compliance systems, testing and monitoring, communication of compliance guidance and employee education and training.
We strive to maintain a culture of compliance through the use of policies and procedures, including a code of ethics, electronic compliance systems, testing and monitoring, communication of compliance guidance and employee education and training.
Legal finance industry We engage in a constant level of activity around monitoring of, and engagement with, regulatory initiatives relating to the legal finance industry.
In addition, we are increasingly subject to a range of US and international laws, rules and regulations relating to data privacy and protection. Legal finance industry We engage in a constant level of activity around monitoring of, and engagement with, regulatory initiatives relating to the legal finance industry.
Corporate responsibility We believe that legal finance has a positive social impact and delivers two primary benefits. First, our financing increases access to justice and reinforces and strengthens the rule of law, both fundamental social goods. The global economy and modern society need strong, clear and efficient legal systems in order to function.
This benefits our clients, their stakeholders and the broader economy. Second, our financing increases access to justice and reinforces and strengthens the rule of law, both fundamental social goods. The global economy and modern society need strong, clear and efficient legal systems in order to function.
Furthermore, investors may automatically receive email alerts and other information about our company upon submitting a request at the “Investor Email Alerts” section of our website at investors.burfordcapital.com .
Accordingly, investors should monitor these channels in addition to following our press releases, SEC filings and public conference calls and webcasts. Furthermore, investors may automatically receive email alerts and other information about our company upon submitting a request at the “Investor Email Alerts” section of our website at investors.burfordcapital.com .
We are a global company with a highly diverse footprint. As of December 31, 2024, we had a total of 160 full-time employees across our offices in the United States, the United Kingdom, United Arab Emirates, Singapore and other jurisdictions around the world where we do not have formal offices.
As of December 31, 2025, we had a total of 172 full-time employees across our offices in the United States, the United Kingdom, Singapore, United Arab Emirates and other jurisdictions around the world where we do 9 T a b l e o f C o n t e n t s not have formal offices.
The manner in which we provide financing on a commitment varies widely. Some financing agreements require us to provide financing over a period of time, whereas other financing agreements require us to finance the total commitment upfront. In addition, our undrawn commitments are either discretionary or definitive.
Some financing agreements require us to provide financing over a period of time, whereas other financing agreements require us to finance the total commitment upfront. In addition, our undrawn commitments are either discretionary or definitive. Discretionary commitments provide a framework and partnership through which to finance a client portfolio, but with funding ultimately subject to further case-level underwriting.
Our clients are a wide range of litigants including a number of the world’s largest law firms and businesses. Legal finance allows law firm clients to obtain cash to operate their businesses and pay the salaries of their lawyers even when they have taken a case on a contingent fee or alternative fee basis.
Legal finance allows law firms to obtain cash to operate their businesses and pay the salaries of their lawyers even when they have taken a case on a contingent fee or alternative fee basis. It also allows law firms that prefer to operate on an hourly basis to compete for contingency or alternative fee work.
Among other things, this obligation requires us to tightly restrict access to the privileged information itself and conclusions drawn from it.
We are entitled to receive such privileged information but are under a strict obligation to protect it to minimize the risk of waiver. Among other things, this obligation requires us to tightly restrict access to the privileged information itself and conclusions drawn from it.
As of the date of this 2024 Form 10-K, there are no new US state or federal regulations aimed at 8 Table of Contents the commercial legal finance industry, although various US state and federal legislative proposals have been introduced and considered that, if passed, could potentially affect the legal finance industry.
As of the date of this 2025 Form 10-K, a minority of US states have some regulations applicable to the commercial legal finance industry, and some federal courts require disclosure of legal finance. Various US state and federal legislative and judicial proposals have been introduced and considered that, if passed, could potentially affect the legal finance industry.
We are also a founding member of the International Legal Finance Association ( “ILFA” ), a non-profit trade association and the only global organization that represents the commercial legal finance sector. ILFA promotes the highest standards of operation and service for the sector, including respecting duties to the courts, avoiding conflicts of interest and preserving confidentiality and legal privilege.
ILFA promotes the highest standards of operation and service for the sector, including respecting duties to the courts, avoiding conflicts of interest and preserving confidentiality and legal privilege.
Legal finance allows litigants to hire law firms that generally work on an hourly fee basis without incurring those fees, and potentially to accelerate a portion of an expected recovery on the business's preferred schedule.
Our clients include a wide range of the world’s largest businesses and law firms. Legal finance allows litigants to hire the firm of their choice without incurring upfront fees and to accelerate a portion of an expected recovery on the business's preferred schedule.
Because our clients give up valuable leverage through the pendency of the litigation process by agreeing to a resolution, clients tend not to do so unless payment is reasonably certain.
Because our clients give up valuable leverage through the pendency of the litigation process by agreeing to a resolution, clients tend not to do so unless payment is reasonably certain. In our experience, defaults in connection with such payments are rare, but in instances where the adverse party loses and refuses to pay, enforcement efforts may be needed.
Deutsche Numis (the trading name used by Deutsche Bank AG, Numis Securities Limited and Numis Europe Limited for the combined UK and Ireland corporate finance business) is our nominated adviser under the AIM rules, in which capacity it advises and guides us with respect to our responsibilities and continuing obligations under the rules and regulations of the London Stock Exchange.
Deutsche Numis is our nominated adviser under the AIM rules, in which capacity it advises and guides us with respect to our responsibilities and continuing obligations under the rules and regulations of the London Stock Exchange. The FCA also reviews debt prospectuses for our retail bonds traded on the Main Market of the London Stock Exchange.
Available information, website and social media disclosure We are subject to the reporting requirements under the Exchange Act and, accordingly, file certain reports with, and furnish other information to, the SEC. Such reports and other information may be inspected free of charge at a website maintained by the SEC at www.sec.gov .
Such reports and other information may be inspected free of charge at a website maintained by the SEC at www.sec.gov .
Following 1 Table of Contents that initial public offering, Burford’s ordinary shares, under the symbol “BUR”, were admitted to trading on AIM, a market operated by the London Stock Exchange (“ AIM” ), on October 21, 2009. Increased demand for our capital proposition soon meant the closed-end fund structure was insufficient to address the market opportunity.
Following 1 T a b l e o f C o n t e n t s that initial public offering, Burford’s ordinary shares, under the symbol “BUR”, were admitted to trading on AIM, a market operated by the London Stock Exchange (“ AIM” ), on October 21, 2009.
Burford Worldwide Insurance Limited, our wholly owned Guernsey licensed insurer, offers adverse legal cost insurance globally in litigation and arbitration cases that we are financing as part of our Principal Finance business, providing a further impetus for clients to work with us. 2 International Chamber of Commerce Dispute Resolution 2023 Statistics 3 The Business Research Company, "Legal Services Global Market report 2025" 4 Burford analysis of AmLaw 100 and AmLaw 200 data rankings 2023 3 Table of Contents Asset Management and Other Services Our Asset Management and Other Services segment manages legal finance assets on behalf of third-party investors and provides other services to the legal industry.
Burford Worldwide Insurance Limited, our wholly owned Guernsey licensed insurer, offers adverse legal cost insurance globally in litigation and arbitration cases that we are financing as part of our Principal Finance business, providing a further impetus for clients to work with us.
BOF-C’s fund commitment was fully utilized by September 2024 and thus BOF-C did not participate in further new commitments following that date through December 31, 2024, the end date of the BOF-C investment period. Burford and BOF-C are in active discussions about extending the investment period and expanding BOF-C’s commitment.
BOF-C’s fund commitment was fully utilized by September 2024 and thus BOF-C did not participate in commitments to new capital provision assets following that date through December 31, 2025. However BOF-C continues to participate in all amendments and increases to commitments for existing capital provision assets.
Human capital management We expend considerable effort towards human capital management, including recruitment of talented individuals, creating an appealing environment and continuing their development once employed. Competitive compensation is certainly an important part of that dynamic, but so too is a collaborative environment and mutual respect.
Competitive compensation is certainly an important part of that dynamic, but so too is a collaborative environment and mutual respect.
We receive fees for both of these types of activities. As of December 31, 2024, we operated eight private funds and three “sidecar” funds as an investment adviser registered with and regulated by the SEC. As of December 31, 2024 and 2023, our total assets under management ( “AUM” ) were $3.5 billion and $3.4 billion, respectively.
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.
Second, our legal finance helps to increase the efficient allocation of scarce economic resources, another social good.
Corporate responsibility We believe that legal finance has a positive social impact and delivers two primary benefits. First, our legal finance helps to increase the efficient allocation of scarce economic resources, a social good.
Alternatively, annualized global legal fees were $819 billion 3 , of which $404 billion was in the United States, while estimated revenue of the largest 200 US law firms was $165 billion 4 . We continuously look for new opportunities to capitalize on deploying capital into, or otherwise generating returns from, the legal finance sector.
We continuously look for new opportunities to capitalize on deploying capital into, or otherwise generating returns from, the legal finance sector.
The FCA also reviews debt prospectuses for our retail bonds traded on the Main Market of the London Stock Exchange. In addition, the FCA regulates our legacy UK insurance business and our UK insurance intermediation business with respect to Burford Worldwide Insurance Limited.
In addition, the FCA regulates our legacy UK insurance business and our UK insurance intermediation business with respect to Burford Worldwide Insurance Limited. Guernsey The Guernsey Financial Services Commission regulates our insurance business conducted through Burford Worldwide Insurance Limited, our wholly owned Guernsey insurer.
In newer markets, such as Singapore and Hong Kong, authorities have also enacted regulations largely focused on capital adequacy and constraining abusive behavior. Compliance Rigorous legal and compliance analysis of our businesses and legal finance arrangements is endemic to our culture and risk management.
In other markets, such as Singapore and Hong Kong, authorities have also enacted regulations largely focused on capital adequacy and constraining abusive behavior. We are a founding member of the International Legal Finance Association ( “ILFA” ), a non-profit trade association and the only global organization that represents the commercial legal finance sector.
In March 2024, the government proposed legislation to restore the law as it existed prior to the decision, however, the legislation failed to pass ahead of the dissolution of Parliament in May 2024. While the new government has expressed support for a legislative fix, there is no legislation pending as of the date of this 2024 Form 10-K.
In March 2024, the government proposed legislation to restore the law as it existed prior to the decision, however, the legislation failed to pass ahead of the dissolution of Parliament in May 2024. In summer 2025, the Civil Justice Council published its final report on its review of the litigation funding industry.
Organizational structure The chart below sets forth our organizational structure as of December 31, 2024. The chart does not depict all our subsidiaries, including intermediate holding companies through which certain of the subsidiaries depicted are held.
Organizational structure The chart below sets forth our organizational structure as of December 31, 2025.
In 2012, our shareholders voted in support of a proposal to reconstitute Burford as a unitary, specialty finance operating company.
Increased demand for our capital proposition soon meant the closed-end fund structure was insufficient to address the market opportunity. In 2012, our shareholders voted in support of a proposal to reconstitute Burford as a unitary, specialty finance operating company. The reconstitution permitted more debt capital to be raised to fund growth than was possible under the closed-end fund vehicle.
The documents and other information we make available through these channels may be deemed material. Accordingly, investors should monitor these channels in addition to following our press releases, SEC filings and public conference calls and webcasts.
In addition, we use our website ( investors.burfordcapital.com ) and social media platforms including LinkedIn ( www.linkedin.com/company/burford-capital ), X ( www.x.com/burfordcapital ), Instagram ( www.instagram.com/burford_capital ) and YouTube ( www.youtube.com/c/burfordcapital ) as channels of distribution for documents and other information about our company. The documents and other information we make available through these channels may be deemed material.
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It also allows law firms that prefer to operate on an hourly basis to compete for contingency or alternative fee work.
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In the most recent year of available industry data, annualized global legal fees were $820 billion 1 , of which $386 billion was in the United States 2 , the value of pending arbitration cases before the International Chamber of Commerce's 1 The Business Research Company, "Legal Services Market report 2026" (2025 data) 2 Mordor Intelligence, "US Legal Services - Market Share Analysis, Industry Trends & Statistics, Growth Forecasts (2025-2030)" (2025 data) 2 T a b l e o f C o n t e n t s International Court of Arbitration was $354 billion 3 , while estimated revenue of the largest 200 US law firms was $186 billion 4 .
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In 2023, for instance, the most recent year of available industry data, the value of the largest 100 US verdicts was $23 billion 1 and the value of pending arbitration cases before the International Chamber of Commerce's International Court of Arbitrati 1 ALM VerdictSearch, "The Top 100 Verdicts of 2023" 2 Table of Contents on was $255 billion 2 .
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In other instances, we provide capital to a law firm that has agreed to take a case on a contingent fee or alternative fee basis.
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Opportunities that satisfy the requirements of our in-house due diligence are then presented for review by our dedicated Commitments Committee, which is comprised of certain members of the management committee (the “ Management Committee ”) and senior members of the underwriting team (the “ Commitments Committee ”).
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Asset Management and Other Services Our Asset Management and Other Services segment manages legal finance assets on behalf of third-party investors and provides other services to the legal industry. We receive fees for both of these types of activities.
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All commitments of capital must be approved by the Commitments Committee, which considers legal and factual merits and risks, reasonably recoverable damages, proposed budget, proposed terms, collection issues and enforceability. If the Commitments Committee approves the opportunity, our underwriters negotiate terms with the goal of closing a transaction to provide the committed capital against the asset.
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As of December 31, 2025 and 2024, our total 3 International Chamber of Commerce Dispute Resolution 2024 Statistics 4 Burford analysis of 2025 AmLaw 200 data rankings (2024 data) 3 T a b l e o f C o n t e n t s assets under management ( “AUM” ) were $3.2 billion and $3.5 billion, respectively.
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Discretionary commitments provide a framework and partnership through which to finance a client portfolio, but with funding ultimately subject to further case-level underwriting.
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Burford and BOF-C are in active discussions about extending the investment period and expanding BOF-C’s commitment.
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In our experience, defaults in connection with such payments 6 Table of Contents are rare, but in instances where the adverse party loses and refuses to pay, enforcement efforts may be needed. Privileged information Our underwriting and ongoing asset monitoring require that we receive privileged information from our clients.
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Commitments to new legal finance matters are reviewed by our internal commitments comm ittee, comprised of senior investment professionals at Burford with extensive legal and financial experience (the “ Commitments Committee ”). The manner in which we provide financing on a commitment varies widely.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Our success depends on our ability to identify and select legal finance assets that will be successful and pay returns, which in turn depends upon the management, conclusion and realization of suitable financing opportunities. The Commitments Committee is primarily responsible for approving the opportunities that have been identified for us to finance.
Our success depends on our ability to identify and select legal finance assets that will be successful and pay returns, which in turn depends upon the management, conclusion and realization of suitable financing opportunities. The Commitments Committee is primarily responsible for approving the legal finance opportunities that have been identified for us to finance.
Our performance largely depends upon the judgment and abilities of our management, including, in particular, our co-founders, Chief Executive Officer Christopher Bogart and Chief Investment Officer Jonathan Molot. We also rely on other key personnel, including the members of the Management Committee and the Commitments Committee.
Our performance largely depends upon the judgment and abilities of our management, including, in particular, our co-founders, Chief Executive Officer Christopher Bogart and Chief Investment Officer Jonathan Molot. We also rely on other key personnel, including the members of our management committee and the Commitments Committee.
If we are unable to remediate the material weakness, if additional material weaknesses are identified in the future or if we are unable to successfully remediate any future material weaknesses or other deficiencies in our internal control over financial reporting or disclosure controls and procedures, our ability to record, process and report financial information accurately and to prepare consolidated financial statements within the time periods specified by the rules and regulations of the SEC could be adversely affected.
If additional material weaknesses are identified in the future or if we are unable to successfully remediate any future material weaknesses or other deficiencies in our internal control over financial reporting or disclosure controls and procedures, our ability to record, process and report financial information accurately and to prepare consolidated financial statements within the time periods specified by the rules and regulations of the SEC could be adversely affected.
The evolving regulatory and legal environment and uncertainty about the timing and scope of future laws, judicial decisions, regulations and policies may contribute to decisions we may make with respect to our operations, whereas adverse developments affecting the general economic climate could have a material adverse effect our business, financial condition, results of operations and/or liquidity.
The evolving regulatory and legal environment and uncertainty about the timing and scope of future laws, judicial decisions, regulations and policies may contribute to decisions we may make with respect to our operations, whereas adverse developments affecting the general economic climate could have a material adverse effect on our business, financial condition, results of operations and/or liquidity.
Given the demand for our capital and the tax inefficiency of dividend payments to certain shareholders, we anticipate continuing to pay a total annual dividend of 12.50¢ (US cents) per ordinary share, payable semi-annually, but do not anticipate regular increases in our dividend per ordinary share level.
Given the demand for our capital and the tax inefficiency of dividend payments to certain shareholders, we currently anticipate continuing to pay a total annual dividend of 12.50¢ (US cents) per ordinary share, payable semi-annually, but do not anticipate regular increases in our dividend per ordinary share level.
The death, incapacity or loss of service of any of our management or other key personnel could have a material adverse impact on our business. In addition, our performance may be limited by our ability to employ and retain sufficiently qualified personnel and consultants.
The death, retirement, incapacity or loss of service of any of our management or other key personnel could have a material adverse impact on our business. In addition, our performance may be limited by our ability to employ and retain sufficiently qualified personnel and consultants.
Our non-US operations are subject to the following risks, among others: ▪ Political instability ▪ International hostilities, military actions (including the Ukraine War and the conflict in Israel and Gaza), international terrorist or cyber-terrorist activities and infrastructure disruptions ▪ Differing economic cycles and adverse economic conditions ▪ Unexpected changes in regulatory and tax environments and government interference in the economy ▪ Changes to trade and economic sanctions laws and regulations ▪ Foreign exchange controls and restrictions on repatriation of capital ▪ Fluctuations in currency exchange rates 23 Table of Contents ▪ Inability to collect payments or seek recourse under, or comply with, ambiguous or vague commercial or other laws ▪ Difficulties in attracting and retaining qualified management and/or personnel ▪ Difficulties in penetrating new markets due to entrenched competitors or lack of local acceptance of our services Our overall success as a global business depends, in part, on our ability to anticipate and effectively manage these risks, and there can be no assurance that we will be able to do so without incurring unexpected costs.
Our non-US operations are subject to the following risks, among others: ▪ Political instability ▪ International hostilities, military actions (including the Ukraine War, the conflict in Israel and Gaza and the conflict in Venezuela), international terrorist or cyber-terrorist activities and infrastructure disruptions ▪ Differing economic cycles and adverse economic conditions ▪ Unexpected changes in regulatory and tax environments and government interference in the economy ▪ Changes to trade and economic sanctions laws and regulations ▪ Foreign exchange controls and restrictions on repatriation of capital ▪ Fluctuations in currency exchange rates ▪ Inability to collect payments or seek recourse under, or comply with, ambiguous or vague commercial or other laws ▪ Difficulties in attracting and retaining qualified international management and/or personnel ▪ Difficulties in penetrating new markets due to entrenched competitors or lack of local acceptance of our services Our overall success as a global business depends, in part, on our ability to anticipate and effectively manage these risks, and there can be no assurance that we will be able to do so without incurring unexpected costs.
There could also be a negative reaction in the financial markets due to a loss of investor confidence in us and the reliability of our consolidated financial statements, which could have a material adverse effect on our business, financial condition, results of operations and/or liquidity, lead to a decline in the market price of our ordinary shares or debt securities or impact our ability to access capital markets.
There could also be a negative reaction in the financial markets due to a loss of investor confidence in us and the reliability of our consolidated financial statements, which could have a material adverse effect on our reputation, prospects, business, financial condition, results of operations and/or liquidity, lead to a decline in the market price of our ordinary shares or debt securities or impact our ability to access capital markets.
Notwithstanding this fact, we have assessed the potential impact of Pillar Two based on laws enacted as of the date of this 2024 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, 2024.
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.
Item 1A. Risk factors Investing in our securities involves risk. Persons investing in our securities should carefully consider the risks set forth below and the other information contained in this 2024 Form 10-K and our other reports that we file with, or furnish to, the SEC from time to time, including our consolidated financial statements and accompanying notes.
Item 1A. Risk factors Investing in our securities involves risk. Persons investing in our securities should carefully consider the risks set forth below and the other information contained in this 2025 Form 10-K and our other reports that we file with, or furnish to, the SEC from time to time, including our consolidated financial statements and accompanying notes.
We structure our financings on a case-by-case basis in consultation with our professional advisers and seek to comply with applicable law. However, there is limited authority and significant uncertainty regarding the tax treatment of legal finance and/or the structures through which we provide our financings in the applicable taxing jurisdictions in which they are made.
We structure our financings on a case-by-case basis in consultation with our professional advisers in order to comply with applicable law. However, there is limited authority and significant uncertainty regarding the tax treatment of legal finance and/or the structures through which we provide our financings in the applicable taxing jurisdictions in which they are made.
Cyberattacks on our information systems and those of our third parties could involve, and in the past have involved, attempts to obtain unauthorized access to our proprietary information, destroy data or disable, degrade or sabotage our systems, or divert or otherwise steal funds, including through the introduction of computer viruses, “phishing” attempts and other forms of social engineering.
Cyberattacks on our information systems and those of our third parties could involve, and in the past have involved, attempts to obtain unauthorized access to our proprietary information, destroy data (including personal or employee data) or disable, degrade or sabotage our systems, or divert or otherwise steal funds, including through the introduction of computer viruses, “phishing” attempts and other forms of social engineering.
Furthermore, any pre-existing security interest in Guernsey situs assets may affect both the enforcement of a judgment debt against the assets in which the interest has been created and the ability of any persons empowered under foreign insolvency law to act on behalf of an insolvent company, and recognized in Guernsey, to effect any recovery of such assets. Item 1B.
Furthermore, any pre-existing security interest in Guernsey situs assets may affect both the enforcement of a judgment debt against the assets in which the interest has been created and the ability of any persons empowered under foreign insolvency law to act on behalf of an insolvent company, and recognized in Guernsey, to effect any recovery of such assets.
An entity will generally be deemed to be an “investment company” for purposes of the Investment Company Act if (i) it is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, 26 Table of Contents reinvesting or trading in securities (frequently referred to as an “orthodox” investment company) or (ii) absent an applicable exemption, it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of US government securities and cash items) on an unconsolidated basis (frequently referred to as an “inadvertent” investment company).
An entity will generally be deemed to be an “investment company” for purposes of the Investment Company Act if (i) it is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities (frequently referred to as an “orthodox” investment company) or (ii) absent an applicable exemption, it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of US government securities and cash items) on an unconsolidated basis (frequently referred to as an “inadvertent” investment company).
In addition, based on this assessment and the prospective nature of the effective date of the application of the Pillar Two rules, we also do not currently anticipate any material effect on our effective tax rate, business, financial condition , results of operations and/or liquidity for the year ending December 31, 2025.
In addition, based on this assessment and the prospective nature of the effective date of the application of the Pillar Two rules, we also do not currently anticipate any material effect on our effective tax rate, business, financial condition , results of operations and/or liquidity for the year ending December 31, 2026.
For example, in the State of New York, Judiciary Law § 489 prohibits the assignment of a legal claim in certain circumstances, and certain other jurisdictions have similar laws. In the State of New York, the relevant case law provides as of the date of this 2024 Form 10-K that the contracts underlying our legal finance assets are valid.
For example, in the State of New York, Judiciary Law § 489 prohibits the assignment of a legal claim in certain circumstances, and certain other jurisdictions have similar laws. In the State of New York, the relevant case law provides as of the date of this 2025 Form 10-K that the contracts underlying our legal finance assets are valid.
The laws, regulations and rules pertaining to the acquisition of or taking of a financial position or a commercial interest in legal claims and defenses is evolving and can be complex and uncertain in the United States and elsewhere. Our legal finance assets could be open to challenge, reduced in value or extinguished following changes in laws, rules or regulations.
The laws, regulations and rules pertaining to the acquisition of or taking of a financial position or a commercial interest in legal claims and defenses are evolving and can be complex and uncertain in the United States and elsewhere. Our legal finance assets could be open to challenge, reduced in value or extinguished following changes in laws, rules or regulations.
A significant portion of our AUM is attributable to private funds with a single investor. As of December 31, 2024 and 2023, BOF-C and one of our “sidecar” funds, both funds with a single investor which is a sovereign wealth fund, represented approximately 31% and 30%, respectively, of our AUM.
A significant portion of our AUM is attributable to private funds with a single investor. As of December 31, 2025 and 2024, BOF-C and one of our “sidecar” funds, both funds with a single investor which is a sovereign wealth fund, represented approximately 30% and 31%, respectively, of our AUM.
See exhibit 4.1 to this 2024 Form 10-K for additional information with respect to the differences between the rights and protections of our shareholders and those of shareholders of companies organized under the laws of the United States.
See exhibit 4.1 to this 2025 Form 10-K for additional information with respect to the differences between the rights and protections of our shareholders and those of shareholders of companies organized under the laws of the United States.
Summary of risk factors Risks relating to our business and industry ▪ Litigation outcomes are risky and difficult to predict, and a loss in a litigation matter may result in the total loss of our capital associated with that matter. ▪ Our revenues, earnings and cash flows can vary materially between periods as both the timing of resolution and the outcome of litigation matters are difficult to predict. ▪ Our success depends on our ability to identify and select suitable legal finance assets to finance, and our failure to do so could have a material adverse effect on our business, financial condition, results of operations and/or liquidity. ▪ Our business and operations could suffer if we are not able to prevent improper use or disclosure of, or access to, privileged information under our control due to cybersecurity breaches, unauthorized use or theft. ▪ The inaccuracy or failure of the probabilistic model and decision science tools, including AI technologies, we use to predict the returns on our legal finance assets and in our operations could have a material adverse effect on our business. ▪ The laws relating to privileged information are complex and continue to evolve, and any adverse court rulings, changes in law or other developments could impair our ability to conduct effective due diligence on potential legal finance assets. ▪ The due diligence process that we undertake in connection with financing legal finance assets may not reveal all facts that may be relevant in connection with such financing. ▪ Investors will not have an opportunity to independently evaluate our legal finance assets. ▪ We are subject to credit risk relating to our various legal finance assets that could adversely affect our business, financial condition, results of operations and/or liquidity. ▪ Our portfolio may be concentrated in cases likely to have correlated results, and we have a number of assets involving the same counterparty. ▪ The lack of liquidity of our legal finance assets may adversely affect our business, financial condition, results of operations and/or liquidity. ▪ We have commitments in excess of our available capital. 12 Table of Contents ▪ Changes in market conditions may negatively impact our ability to obtain attractive external capital or to refinance our outstanding indebtedness and may increase the cost of such financing or refinancing if it is obtained. ▪ We face substantial competition for opportunities with respect to legal finance assets, which could delay commitment and/or deployment of our capital, reduce returns and result in losses. ▪ If lawyers who prosecute and/or defend claims which we have financed fail to exercise due skill and care, or the interests of their clients do not align with ours, there may be a material adverse effect on the value of our legal finance assets. ▪ We may not earn asset management fees and/or performance fees from our private funds. ▪ A significant portion of our AUM is attributable to private funds with a single investor. ▪ Negative publicity or public perception of the legal finance industry or us could adversely affect our reputation, business, financial condition, results of operations and/or liquidity. ▪ We report our capital provision assets at fair value, which may result in us recognizing non-cash income that may never be realized. ▪ Legal, political and economic uncertainty surrounding the effects, severity and duration of public health threats could adversely affect our business, financial condition, results of operations and/or liquidity. ▪ Developments in AI technologies could disrupt the markets in which we operate and subject us to increased competition, legal and regulatory risks and compliance costs. ▪ Expectations relating to ESG considerations could expose us to potential liabilities, increased costs and reputational harm and adversely affect our business, financial condition, results of operations and/or liquidity. ▪ There are inherent uncertainties involved in estimates, judgments and assumptions used in the preparation of our consolidated financial statements. ▪ Our past performance may not be indicative of our future results of operations. ▪ Litigation and legal proceedings against us could adversely impact our business, financial condition, results of operations and/or liquidity. ▪ Our success depends substantially on the continued retention of certain key personnel and our ability to hire and retain qualified personnel in the future to support our growth and execute our business strategies. ▪ Our international operations subject us to increased risks. ▪ We may face exposure to foreign currency exchange rate fluctuations and may hold unhedged securities positions. ▪ The tax treatment of our financing arrangements is subject to significant uncertainty. ▪ Changes in tax laws and regulations or unanticipated tax liabilities could affect our effective tax rate, business, financial condition, results of operations and/or liquidity.
Summary of risk factors Risks relating to our business and industry ▪ Litigation outcomes are risky and difficult to predict, and a loss in a litigation matter may result in the total loss of our capital associated with that matter. ▪ Our revenues, earnings and cash flows can vary materially between periods as both the timing of resolution and the outcome of litigation matters are difficult to predict. ▪ Our success depends on our ability to identify and select suitable legal finance assets to finance, and our failure to do so could have a material adverse effect on our business, financial condition, results of operations and/or liquidity. ▪ Our business and operations could suffer if we are not able to prevent improper use or disclosure of, or access to, privileged information, intellectual property or litigation or business strategy due to cybersecurity breaches, unauthorized use or theft. ▪ The inaccuracy or failure of the probabilistic model and decision science tools, including AI technologies, we use to predict the returns on our legal finance assets and in our operations could have a material adverse effect on our business. ▪ The laws relating to privileged information are complex and continue to evolve, and any adverse court rulings, changes in law or other developments could impair our ability to conduct effective due diligence on potential legal finance assets. ▪ The due diligence process that we undertake in connection with financing legal finance assets may not reveal all facts that may be relevant in connection with such financing. ▪ Investors will not have an opportunity to independently evaluate our legal finance assets. ▪ We are subject to credit risk relating to our various legal finance assets that could adversely affect our business, financial condition, results of operations and/or liquidity. ▪ Our portfolio may be concentrated in cases likely to have correlated results, and we have a number of assets involving the same counterparty. ▪ The lack of liquidity of our legal finance assets may adversely affect our business, financial condition, results of operations and/or liquidity. ▪ We have commitments in excess of our available capital. ▪ Changes in market conditions may negatively impact our ability to obtain attractive external capital or to refinance our outstanding indebtedness and may increase the cost of such financing or refinancing if it is obtained. ▪ We face substantial competition for opportunities with respect to legal finance assets, which could delay commitment and/or deployment of our capital, reduce returns and result in losses. ▪ If lawyers who prosecute and/or defend claims that we have financed fail to exercise due skill and care, or if their interests or those of their clients are not aligned with ours, the value of our legal finance assets could be materially adversely affected. ▪ We may not earn asset management fees and/or performance fees from our private funds. ▪ A significant portion of our AUM is attributable to private funds with a single investor. ▪ Negative publicity about or public perception of the legal finance industry or us could adversely affect our reputation, business, financial condition, results of operations and/or liquidity. 12 T a b l e o f C o n t e n t s ▪ We report our capital provision assets at fair value, which may result in us recognizing non-cash income that may never be realized. ▪ Legal, political and economic uncertainty surrounding the effects, severity and duration of public health threats could adversely affect our business, financial condition, results of operations and/or liquidity. ▪ Developments in AI technologies could disrupt the markets in which we operate and subject us to increased competition, legal and regulatory risks and compliance costs. ▪ Expectations relating to ESG considerations could expose us to potential liabilities, increased costs and reputational harm and adversely affect our business, financial condition, results of operations and/or liquidity. ▪ There are inherent uncertainties involved in estimates, judgments and assumptions used in the preparation of our consolidated financial statements. ▪ Our past performance may not be indicative of our future results of operations. ▪ Litigation and legal proceedings against us could adversely impact our business, financial condition, results of operations and/or liquidity. ▪ Our success depends substantially on the continued retention of certain key personnel and our ability to hire and retain qualified personnel in the future to support our growth and execute our business strategies. ▪ Our international operations subject us to increased risks. ▪ We may face exposure to foreign currency exchange rate fluctuations and may hold unhedged securities positions. ▪ The tax treatment of our financing arrangements is subject to significant uncertainty. ▪ Changes in tax laws and regulations or unanticipated tax liabilities could affect our effective tax rate, business, financial condition, results of operations and/or liquidity.
Based on our annual consolidated total revenues over the past several years, we are not subject to the Pillar Two mandate as of the date of this 2024 Form 10-K.
Based on our annual consolidated total revenues over the past several years, we are not subject to the Pillar Two mandate as of the date of this 2025 Form 10-K.
Furthermore, we expect the Trump administration will seek to implement a regulatory and legislative reform agenda that is significantly different than that of the Biden administration. We expect there will be changes in the rule-making and enforcement priorities of certain federal agencies as well as potential significant developments in jurisprudence.
Furthermore, the Trump administration has implemented and will continue to seek to implement a regulatory and legislative reform agenda that is significantly different than that of the Biden administration. We expect there will be changes in the rule-making and enforcement priorities of certain federal agencies as well as potential significant developments in jurisprudence.
Poor returns on our legal finance assets due to shortcomings or failures in our due diligence process or unforeseen developments could adversely affect our reputation and could materially and adversely affect our business, financial condition, results of operations and/or liquidity. 16 Table of Contents Investors will not have an opportunity to independently evaluate our legal finance assets.
Poor returns on our legal finance assets due to shortcomings or failures in our due diligence process or unforeseen developments could adversely affect our reputation and could materially and adversely affect our business, financial condition, results of operations and/or liquidity. Investors will not have an opportunity to independently evaluate our legal finance assets.
There can be no assurance that we will pay dividends or distributions. The Board of Directors has declared a final cash dividend for the year ended December 31, 2024 of 6.25¢ (US cents) per ordinary share, payable on June 13, 2025, subject to shareholder approval at our upcoming annual general meeting in May 2025.
There can be no assurance that we will pay dividends or distributions. The Board of Directors has declared a final cash dividend for the year ended December 31, 2025 of 6.25¢ (US cents) per ordinary share, payable on June 12, 2026, subject to shareholder approval at our upcoming annual general meeting in May 2026.
Furthermore, our ability to compete effectively in our businesses will depend on our ability to attract new qualified personnel and consultants and retain and 18 Table of Contents motivate our existing personnel and consultants. We may lose financing opportunities if we do not match our competitors’ pricing, terms, structure and/or quality of service.
Furthermore, our ability to compete effectively in our businesses will depend on our ability to attract new qualified personnel and consultants and retain and motivate our existing personnel and consultants. We may lose financing opportunities if we do not match our competitors’ pricing, terms, structure and/or quality of service.
To obtain an enforceable judgment in Guernsey, the claimant would be required to bring new 34 Table of Contents proceedings before the competent court in Guernsey (typically summary judgment proceedings). In such proceedings, the Guernsey court is unlikely to re-hear the case on its merits, except in accordance with principles of private international law.
To obtain an enforceable judgment in Guernsey, the claimant would be required to bring new proceedings before the competent court in Guernsey (typically summary judgment proceedings). In such proceedings, the Guernsey court is unlikely to re-hear the case on its merits, except in accordance with principles of private international law.
Risks relating to our indebtedness ▪ We face certain risk relating to our indebtedness and our ability to incur additional indebtedness.
Risks relating to our indebtedness ▪ We face certain risks relating to our indebtedness and our ability to incur additional indebtedness.
Risk factors Risks relating to our business and industry Litigation outcomes are risky and difficult to predict, and a loss in a litigation matter may result in the total loss of our capital associated with that matter. It is difficult to predict the outcome of litigation, particularly complex commercial litigation of the type in which we specialize.
Risk factors Risks relating to our business and industry Litigation outcomes are risky and difficult to predict, and a loss in a litigation matter may result in the total loss of our capital associated with that matter. It is difficult to predict the outcome of litigation, particularly complex commercial litigation of the type we finance.
We are regularly subject to litigation and arbitration incidental to our business, including tactical litigation against us in the context of an ongoing legal finance asset. The types of claims made against us in lawsuits include claims for compensatory damages, punitive and consequential damages or injunctive relief.
We are regularly subject to litigation and arbitration incidental to our business, including tactical litigation against us in the context of ongoing legal finance assets. The types of claims made against us in lawsuits include claims for compensatory damages, punitive and consequential damages or injunctive relief.
In addition, we are subject to the independent auditor 32 Table of Contents attestation requirements under Section 404(b) of the Sarbanes-Oxley Act, pursuant to which our independent auditor is required to attest to and report on management’s assessment of our internal control over financial reporting.
In addition, we are subject to the independent auditor attestation requirements under Section 404(b) of the Sarbanes-Oxley Act, pursuant to which our independent auditor is required to attest to and report on management’s assessment of our internal control over financial reporting.
Any errors or misstatements in our consolidated financial statements could have a material adverse effect on our business, financial condition, results of operations and/or liquidity. 22 Table of Contents Our past performance may not be indicative of our future results of operations. Our past performance should not be considered indicative of our future results of operations.
Any errors or misstatements in our consolidated financial statements could have a material adverse effect on our business, financial condition, results of operations and/or liquidity. Our past performance may not be indicative of our future results of operations. Our past performance should not be considered indicative of our future results of operations.
See note 2 ( Summary of significant accounting policies—Fair value of financial instruments ), note 5 ( Capital provision assets ) and note 1 4 ( Fair value of assets and liabilities ) to our consolidated financial statements contained in this 2024 Form 10-K and “Management's discussion and analysis of financial condition and results of operations—Results of operations and financial condition—Fair value of capital provision assets” fo r additional information with respect to our valuation policy and fair value of our capital provision assets.
See note 2 ( Summary of significant accounting policies—Fair value of financial instruments ), note 5 ( Capital provision assets ) and note 14 ( Fair value of assets and liabilities ) to our consolidated financial statements contained in this 2025 Form 10-K and “Management's discussion and analysis of financial condition and results of operations—Results of operations and financial condition—Fair value of capital provision assets” fo r additional information with respect to our valuation policy and fair value of our capital provision assets.
In addition to the risk of a breach of confidentiality due to a cybersecurity incident, privileged information could be compromised in other ways. Although we have implemented controls to protect privileged information, there can be no assurance that such controls will be effective.
In addition to the risk of a breach of confidentiality due to a cybersecurity incident, privileged information could be compromised in other ways. Although we have implemented controls and cybersecurity measures and technologies to protect privileged information, there can be no assurance that such controls or cybersecurity measures or technologies will be effective.
As is the case with any tool with which we share our data, there is also a risk that AI technologies may be misused or misappropriated by our employees and/or third parties engaged by us.
As is the case with any tool with which we share our data, there is also a risk that AI technologies may be misused or misappropriated by our employees and/or third parties engaged by us or that such AI technologies could be compromised or vulnerable.
Our information technology processes and information systems or those of our third parties may not operate as expected, may not fulfil their intended purpose or may be damaged or interrupted by increases in usage, human error, unauthorized access, natural or man-made hazards or disasters or similarly disruptive events.
Our information technology processes and information systems, or those of our third-party service providers, may not operate as expected, may not fulfil their intended purpose or may be damaged or interrupted by increases in usage, human error, unauthorized access, natural or man-made hazards or disasters or other similarly disruptive events.
Furthermore, the inherent nature of the probabilistic model is that actual results will differ from the modeled results, and such differences could 15 Table of Contents be material.
Furthermore, the inherent nature of the probabilistic model is that actual results will differ from the modeled results, and such differences could be material.
We estimate that the fair value of the assets underlying our largest correlated exposure (excluding the YPF-related assets) represented approximately 6% and 8% of the consolidated fair value of capital provision assets as of December 31, 2024 and 2023, respectively, and approximately 5% and 7% of the capital provision assets in the Principal Finance segment as of December 31, 2024 and 2023, respectively.
We estimate that the fair value of the assets underlying our largest correlated exposure (excluding the YPF-related assets) represented approximately 5% and 6% of the consolidated fair value of capital provision assets as of December 31, 2025 and 2024, respectively, and approximately 4% and 5% of the capital provision assets in the Principal Finance segment as of December 31, 2025 and 2024, respectively.
The SEC adopted amendments to existing rules under the Investment Advisers Act that will impact our asset management business. The first amended rule relates to the Form PF, which is a regulatory filing made to the SEC by investment advisers to private funds.
The SEC has adopted amendments to existing rules under the Investment Advisers Act that will impact our asset management business. First, there is an amended rule relating to the Form PF, which is a regulatory filing made to the SEC by investment advisers to private funds.
Our business and operations could suffer if we are not able to prevent improper use or disclosure of, or access to, privileged information under our control due to cybersecurity breaches, unauthorized use or theft. We obtain privileged information as part of our analysis of potential legal finance assets and as part of our ongoing asset monitoring.
Our business and operations could suffer if we are not able to prevent improper use or disclosure of, or access to, privileged information, intellectual property or litigation or business strategy due to cybersecurity breaches, unauthorized use or theft. We obtain privileged information as part of our analysis of potential legal finance assets and as part of our ongoing asset monitoring.
We rely on our information systems or those of our third parties to conduct our business, including case management and documentation, producing financial and management reports on a timely basis, maintaining accurate records and utilizing AI technologies.
We rely on our information systems, and those of our third-party service providers, to conduct our business, including case management and documentation, producing financial and management reports on a timely basis, maintaining accurate records and utilizing AI technologies.
The market price of our ordinary shares on the NYSE and AIM could continue to be volatile due to the risks set forth in this 2024 Form 10-K and others beyond our control, including: ▪ Regulatory actions or changes in laws with respect to legal finance or practices commonly used in the legal finance industry ▪ Actual or anticipated fluctuations in our financial condition and/or results of operations 30 Table of Contents ▪ Increased competition and actual or anticipated changes in our growth rate relative to our competitors ▪ Announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures, collaborations or capital commitments ▪ Failure to meet or exceed financial estimates and projections of the investment community or that we provide to the public ▪ Issuance of research reports by securities analysts or other members of the financial community ▪ Fluctuations in the valuation of companies perceived by investors to be comparable to us ▪ Additions or departures of key management ▪ Sales or issuances of our ordinary shares by us, insiders or other shareholders ▪ General economic and market conditions These and other market and industry factors may cause the market price and demand for our ordinary shares to fluctuate significantly regardless of our actual operating performance.
The market price of our ordinary shares on the NYSE and AIM could continue to be volatile due to the risks set forth in this 2025 Form 10-K and others beyond our control, including: ▪ Regulatory actions or changes in laws with respect to legal finance or practices commonly used in the legal finance industry ▪ Negative publicity about or public perception of the legal finance industry or us ▪ Actual or anticipated fluctuations in our financial condition and/or results of operations ▪ Increased competition and actual or anticipated changes in our growth rate relative to our competitors ▪ Announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures, collaborations or capital commitments ▪ Failure to meet or exceed financial estimates and projections of the investment community or that we provide to the public 29 T a b l e o f C o n t e n t s ▪ Issuance of research reports by securities analysts or other members of the financial community ▪ Fluctuations in the valuation of companies perceived by investors to be comparable to us ▪ Additions or departures of key management ▪ Sales or issuances of our ordinary shares by us, insiders or other shareholders ▪ General economic and market conditions These and other market and industry factors may cause the market price and demand for our ordinary shares to fluctuate significantly regardless of our actual operating performance.
Risks relating to cybersecurity, third-party service providers, information systems and data privacy and protection ▪ Cybersecurity risks could result in the loss of data, interruptions in our business or damage to our reputation and subject us to regulatory actions, increased costs and financial losses, any of which could have a material adverse effect on our business, financial condition, results of operations and/or liquidity. ▪ Catastrophic events could materially adversely affect our business, financial condition, results of operations and/or liquidity. ▪ The failure of our third-party service providers to fulfill their obligations, or misconduct by our third-party service providers, may have a material adverse effect on our business, financial condition, results of operations and/or liquidity. ▪ Our operations are dependent on the proper functioning of information systems. 13 Table of Contents ▪ We are required to maintain the privacy and security of personal information and comply with applicable data privacy and protection laws and regulations.
Risks relating to cybersecurity, third-party service providers, information systems and data privacy and protection ▪ Information systems risks could result in the loss of data, dissemination of confidential or privileged information, business interruptions or reputational damage, which could in turn subject us to regulatory actions, increased costs and financial loss. ▪ Catastrophic events could materially adversely affect our business, financial condition, results of operations and/or liquidity. ▪ Our operations depend on the proper functioning of information systems. ▪ The failure of our third-party service providers to fulfill their obligations, or misconduct by our third-party service providers, may have a material adverse effect on our business, financial condition, results of operations and/or liquidity. ▪ We are required to maintain the privacy and security of personal information and comply with applicable data privacy and protection laws and regulations.
While we take significant efforts to protect our information systems and information, including establishing internal processes and implementing technological measures designed to provide multiple layers of security, our safety and security measures might be insufficient to prevent damage to, or interruption or breach of, our information systems, data (including personal data), and operations, especially because cyberattack techniques change frequently or are not recognized until successful.
While we take significant efforts to protect our information systems and information, including establishing internal processes and implementing technological measures designed to provide multiple layers of security, and require the third parties that we engage to take similar efforts, our safety and security measures might be insufficient to prevent damage to, or interruption or breach of, our information systems, data (including personal or employee data), and operations, especially because cyberattack techniques change frequently or are not known until successful.
The Guernsey Companies Law differs in certain material respects from laws applicable to companies organized under the laws of the United States. As a result, the rights and protections of our shareholders may differ in certain material respects from the rights and protections of shareholders of companies organized under the laws of the United States.
As a result, the rights and protections of our shareholders may differ in certain material respects from the rights and protections of shareholders of companies organized under the laws of the United States.
In particular, we are required to file with the SEC periodic and current reports and registration statements on US domestic public company forms, which are generally more detailed and extensive than the forms available to foreign private issuers, are required to be filed within shorter time periods and are required to comply with, among other things, US proxy requirements and Regulation FD.
This requires us to file periodic and current reports and registration statements on US domestic public company forms that are generally more detailed and extensive than the forms available to foreign private issuers, are required to be filed within shorter time periods and must comply with, among other things, US proxy requirements and Regulation FD.
Finally, in addition to the credit risk associated with individual parties to a litigation matter, losses due to the credit exposures inherent in our business could adversely affect our business, financial condition, results of operations and/or liquidity. Our portfolio may be concentrated in cases likely to have correlated results, and we have a number of assets involving the same counterparty.
Finally, in addition to the credit risk associated with individual parties to a litigation matter, losses due to the credit exposures inherent in our business could adversely affect our business, financial condition, results of operations and/or liquidity. 16 T a b l e o f C o n t e n t s Our portfolio may be concentrated in cases likely to have correlated results, and we have a number of assets involving the same counterparty.
We have one set of exposures on the YPF-related assets that accounted for approximately 42% and 41% of the fair value of our capital provision assets as of December 31, 2024 and 2023, respectively.
We have one set of exposures to the YPF-related assets that accounted for approximately 46% and 42% of the fair value of our capital provision assets as of December 31, 2025 and 2024, respectively.
We continuously monitor our operations and intend to take appropriate actions to mitigate the risks arising from catastrophic events, but there can be no assurances that we will be successful in doing so.
We continuously monitor our operations and intend to take appropriate actions to mitigate the risks arising from catastrophic events, but there can be no assurances that we will be successful in doing so. Our operations depend on the proper functioning of information systems.
See note 18 ( Share-based and deferred compensation ) to our consolidated financial statements contained in this 2024 Form 10-K for information with respect to our ordinary shares issued, and available for future grants, under the LTIP.
See note 18 ( Share-based and deferred compensation ) to our consolidated financial statements contained in this 2025 Form 10-K for information with respect to our ordinary shares issued, and available for future grants, under our equity-based incentive compensation plans.
The failure of our third-party service providers to fulfill their obligations to us, or misconduct by our third-party service providers, could disrupt our operations and lead to reputational harm, which may have a material adverse effect on our business, financial condition, results of operations and/or liquidity. 28 Table of Contents Our operations are dependent on the proper functioning of information systems.
The failure of our third-party service providers to fulfill their obligations to us, or misconduct by our third-party service providers, could disrupt our operations and lead to reputational harm, which may have a material adverse effect on our business, financial condition, results of operations and/or liquidity.
The fair value of 20 Table of Contents the YPF-related assets (both Petersen and Eton Park combined) on our consolidated statements of financial condition was $2.2 billion and $2.1 billion as of December 31, 2024 and 2023, respectively, with unrealized gains of $2.1 billion and $2.0 billion as of December 31, 2024 and 2023, respectively.
The fair value of the YPF-related assets (both Petersen and Eton Park combined) on our consolidated statements of financial condition was $2.6 billion and $2.2 billion as of December 31, 2025 and 2024, respectively, with unrealized gains of $2.4 billion and $2.1 billion as of December 31, 2025 and 2024, respectively.
Any significant limitations on our ability to access such privileged information could adversely affect our ability to conduct due diligence and make informed financing decisions with respect to certain legal finance assets. The due diligence process that we undertake in connection with financing legal finance assets may not reveal all facts that may be relevant in connection with such financing.
Any significant limitations on our ability to access such privileged information could adversely affect our ability to conduct due diligence and make informed financing decisions with respect to certain legal finance assets. 15 T a b l e o f C o n t e n t s The due diligence process that we undertake in connection with financing legal finance assets may not reveal all facts that may be relevant in connection with such financing.
If we are unable to refinance all or a portion of our indebtedness or obtain such refinancing on terms acceptable to us, we may be forced to reduce or delay our business obligations, activities or capital expenditures, sell assets, raise additional debt or equity financing in amounts that could be substantial or restructure or refinance all or a portion of our indebtedness, on or before maturity.
If we are unable to refinance all or a portion of our indebtedness or obtain such refinancing on terms acceptable to 28 T a b l e o f C o n t e n t s us, we may be forced to reduce or delay our business obligations, activities, capital expenditures or growth opportunities, sell assets, raise additional debt or equity financing in amounts that could be substantial or restructure or refinance all or a portion of our indebtedness, on or before maturity.
Some of our private funds also have commitments in excess of capital available and, accordingly, have some of the foregoing risks. Changes in market conditions may negatively impact our ability to obtain attractive external capital or to refinance our outstanding indebtedness and may increase the cost of such financing or refinancing if it is obtained.
Some of our private funds also have commitments in excess of capital available and, accordingly, have some of the foregoing risks. 17 T a b l e o f C o n t e n t s Changes in market conditions may negatively impact our ability to obtain attractive external capital or to refinance our outstanding indebtedness and may increase the cost of such financing or refinancing if it is obtained.
In addition, increasing governmental and societal attention to ESG matters, including expanding mandatory and voluntary reporting, and disclosure topics such as climate change, sustainability, natural resources, waste reduction, energy, human capital and risk oversight, could expand the nature, scope and complexity of matters that we are required to control, assess and report.
In addition, increasing governmental and societal attention to ESG matters, including expanding voluntary reporting, and disclosure topics such as 21 T a b l e o f C o n t e n t s climate change, sustainability, natural resources, waste reduction, energy, human capital and risk oversight, could expand the nature, scope and complexity of matters that we are required to control, assess and report.
If we, our counterparties or the lawyers handling the matters underlying our legal finance assets were to be found to have violated prohibitions or restrictions in connection with these matters, there could be a materially adverse effect on the value of the affected legal finance assets, our ability to enforce the relevant contractual agreements with our counterparties and our recoveries from such matters, including our costs. 25 Table of Contents In addition, politicians, advocacy groups and media reports have, in the past, advocated action to restrict legal finance.
If we, our counterparties or the lawyers handling the matters underlying our legal finance assets were to be found to have violated prohibitions or restrictions in connection with these matters, there could be a materially adverse effect on the value of the affected legal finance assets, our ability to enforce the relevant contractual agreements with our counterparties and our recoveries from such matters, including our costs.
As described under “— Risks relating to cybersecurity, third-party service providers, information systems and data privacy and protection—Cybersecurity risks could result in the loss of data, interruptions in our business or damage to our reputation and subject us to regulatory actions, increased costs and financial losses, any of which could have a material adverse effect on our business, financial condition, results of operations and/or liquidity ”, attempts to gain unauthorized access to our information systems have become increasingly sophisticated over time, and our efforts to detect and investigate all security incidents and to prevent their recurrence may be unsuccessful.
As described under “— Risks relating to cybersecurity, third-party service providers, information systems and data privacy and protection—Information systems risks could result in the loss of data, dissemination of confidential or privileged information, business interruptions or reputational damage, which could in turn subject us to regulatory actions, increased costs and financial loss ”, attempts to gain unauthorized access to our information systems have become increasingly sophisticated over time, and our efforts to detect and investigate all security incidents and to prevent their recurrence may be unsuccessful.
Risks relating to our incorporation in Guernsey ▪ We face certain risks relating to our incorporation in Guernsey, including differences in rights and protections afforded to our shareholders under Guernsey law, insolvency laws of Guernsey being less favorable than US bankruptcy laws and complexities of effecting service of US court process or enforcement of US judgments.
Risks relating to our incorporation in Guernsey 13 T a b l e o f C o n t e n t s ▪ We face certain risks relating to our incorporation in Guernsey, including differences in rights and protections afforded to our shareholders under Guernsey law, insolvency laws of Guernsey being less favorable than US bankruptcy laws and complexities of effecting service of US court process or enforcement of US judgments.
Although that litigation was withdrawn, we may be subject to similar litigation in the future, which may divert management’s attention and cause us to incur significant expenses defending these lawsuits, even if they are unsuccessful. Any insurance or indemnification rights we have may be insufficient or unavailable to protect us against losses.
We have been subject in the past, and may be subject in the future, to class action litigation of this nature, which may divert management’s attention and cause us to incur significant expenses defending these lawsuits, even if they are unsuccessful. Any insurance or indemnification rights we have may be insufficient or unavailable to protect us against losses.
We may not earn asset management fees and/or performance fees from our private funds. Our income from our asset management business derives from fees earned from our management of our private funds and performance fees or carried interest with respect to those private funds.
Our income from our asset management business derives from fees earned from our management of our private funds and performance fees or carried interest with respect to those private funds. If the commitments we make on behalf of our private funds perform poorly, we may not earn performance fees.
Such a failure to retain qualified personnel or consultants or recruit suitable replacements for significant numbers of qualified personnel or consultants could materially adversely affect our business and growth prospects. Our international operations subject us to increased risks.
Such a failure to retain qualified personnel or consultants or recruit 22 T a b l e o f C o n t e n t s suitable replacements for significant numbers of qualified personnel or consultants could materially adversely affect our business and growth prospects. Our international operations subject us to increased risks.
In addition, any failure to implement and maintain effective internal control over financial reporting could adversely affect the results of periodic management evaluations and the independent registered public accounting firm’s annual attestation reports regarding the effectiveness of our internal control over financial reporting.
In addition, any failure to implement and maintain effective internal control over 31 T a b l e o f C o n t e n t s financial reporting could adversely affect the results of periodic management evaluations and the independent registered public accounting firm’s annual attestation reports regarding the effectiveness of our internal control over financial reporting.
Recent developments in the threat landscape that have heightened cybersecurity risk include use of AI technologies, as well as an increased number of cyber extortion and ransomware 27 Table of Contents attacks, with higher financial ransom demand amounts and increasing sophistication and variety of ransomware techniques and methodology.
Recent developments in the threat landscape that have heightened cybersecurity risk include use of AI technologies, as well as an increased number of cyber extortion and ransomware attacks, with higher financial ransom demand amounts and increasing sophistication and variety of ransomware techniques and methodology. Increasing socioeconomic and political instability in some countries has further heightened these risks.
Further, recent case law in the United Kingdom held that certain litigation financing arrangements where the litigation finance provider is entitled to a percentage of any damages recovered are unenforceable if they do not comply with relevant legal requirements.
In addition, similar legislation is introduced in various US state legislatures from time to time. Moreover, recent case law in the United Kingdom held that certain litigation financing arrangements where the litigation finance provider is entitled to a percentage of any damages recovered are unenforceable if they do not comply with relevant legal requirements.
The amended rules will likely require investment of additional management and financial resources and otherwise have an impact on our asset management business, which may have an adverse effect on our business, financial condition, results of operations and/or liquidity. We are subject to the risk of being deemed an investment company.
These rules will likely require investment of additional management and financial resources and otherwise have an impact on our asset management business, which may have an adverse effect on our business, financial condition, results of operations and/or liquidity. 25 T a b l e o f C o n t e n t s We are subject to the risk of being deemed an investment company.
A significant malfunction or interruption of one or more of our information systems, or those of our third parties, could adversely affect our ability to keep our operations running efficiently and affect service availability.
A significant malfunction or interruption of one or more of our information systems, or those of our third-party service providers, could adversely affect our ability to operate efficiently and maintain service availability.
Cyberattacks and other security threats could originate from a wide variety of external sources, including cyber criminals, nation state hackers, hacktivists and other outside parties. Cyberattacks and other security threats could also originate from the malicious or accidental acts of insiders, such as employees.
Cyberattacks and other cybersecurity threats could originate from a wide variety of external sources, including cyber criminals, nation state hackers, hacktivists and other outside parties. Cyberattacks and other cybersecurity threats could also originate from 26 T a b l e o f C o n t e n t s the malicious or accidental acts of insiders, such as employees.
As disclosed under “ Controls and procedures ”, a material weakness existed in our internal control over financial reporting as of December 31, 2024 as we have not yet fully remediated the material weakness in internal control over financial reporting previously disclosed in the Company’s annual report on Form 20-F for the year ended December 31, 2023 filed with the SEC on March 28, 2024 (the “ 2023 Form 20-F ”) relating to a lack of available evidence to demonstrate the precision of our management’s review of the process to determine certain assumptions used in the measurement of the fair value of our capital provision assets.
As previously disclosed in our annual report on Form 10-K for the year ended December 31, 2024 and our annual report on Form 20-F for the year ended December 31, 2023, a material weakness existed in our internal control over financial reporting as of each of December 31, 2024 and 2023 relating to a lack of available evidence to demonstrate the precision of our management’s review of the process to determine certain assumptions used in the measurement of the fair value of our capital provision assets.
If we decide not to advance additional capital to such counterparties, it is possible that they will not be able to pursue their claims and we may therefore not earn any returns from such counterparties.
If we decide not to advance additional capital to such counterparties, it is possible 20 T a b l e o f C o n t e n t s that they will not be able to pursue their claims and we may therefore not earn any returns from such counterparties.
In addition, the prices prospective buyers are willing to pay for illiquid assets may be more subjective than the prices for more liquid assets. 17 Table of Contents The illiquidity of legal finance assets also is exacerbated by the fact that third parties may be limited in their ability to value these assets because they cannot perform full legal due diligence on an underlying matter due to the limitations imposed by applicable legal privileges and protections.
The illiquidity of legal finance assets also is exacerbated by the fact that third parties may be limited in their ability to value these assets because they cannot perform full legal due diligence on an underlying matter due to the limitations imposed by applicable legal privileges and protections.
If our systems or those of our third parties are compromised, do not operate properly or are disabled, or if we fail to provide the appropriate regulatory or other notifications in a timely manner, we could suffer financial loss, a disruption of our business, liability to our shareholders and/or private funds and private fund investors, regulatory intervention or reputational damage.
If our systems or those of our third parties are compromised, do not operate properly or are disabled, or if we fail to provide the appropriate regulatory or other notifications in a timely manner, we could suffer the loss of data, dissemination of confidential or privileged information, business interruptions or reputational damage, which could in turn subject us to regulatory actions, increased costs and financial loss, as well as liability to our shareholders and/or private funds and private fund investors.
When we receive privileged information, we are under a strict obligation to protect it. Among other things, this obligation requires us to tightly restrict access to the privileged information itself.
When we receive privileged information, we are under a strict obligation to 14 T a b l e o f C o n t e n t s protect it. Among other things, this obligation requires us to tightly restrict access to the privileged information itself.
Risks relating to our incorporation in Guernsey The rights and protections of our shareholders are governed by Guernsey law, which may differ in certain material respects from the rights and protections of shareholders under US law. 33 Table of Contents The rights and protections of our shareholders are governed principally by our memorandum of incorporation and articles of incorporation and by the Companies (Guernsey) Law, 2008, as amended (the “ Guernsey Companies Law ”).
Risks relating to our incorporation in Guernsey The rights and protections of our shareholders are governed by Guernsey law, which may differ in certain material respects from the rights and protections of shareholders under US law.
However, in the future, we may use derivative instruments, such as foreign currency forward and option contracts, to seek to hedge certain exposures to fluctuations in foreign currency exchange rates.
We do not currently engage in any currency-hedging activities to seek to limit the risk of exchange rate fluctuations. However, in the future, we may use derivative instruments, such as foreign currency forward and option contracts, to seek to hedge certain exposures to fluctuations in foreign currency exchange rates.
This could result in our inability to meet a commitment, which in turn could cause damage and potential loss to our business and financial relationships.
This could result in our inability to meet a commitment, which in turn could cause damage and potential loss to our business and financial relationships. See “ —We have commitments in excess of our available capital ”.
In addition, it is possible that a malfunction of our data system security measures could enable unauthorized persons to access sensitive data, including information relating to our intellectual property or litigation or business strategy or those of our clients. Any such malfunction or disruptions could cause economic losses.
In addition, a malfunction of our data system security measures, or those of our third-party service providers, could enable unauthorized persons to access sensitive data, including information relating to our intellectual property or litigation or business strategy or those of our clients. Any such malfunction or interruption could result in economic losses and reputational harm.
Risks relating to our ordinary shares ▪ We face certain risks relating to our ordinary shares, including fluctuations in the trading price and volume of our ordinary shares, lack of assurance that we will pay dividends or distributions on our ordinary shares and declines in the market price of our ordinary shares as a result of future issuances or sales of our securities. ▪ We face certain risks relating to the requirements of being a US domestic public company. ▪ The material weakness identified in our internal control over financial reporting and the determination that our internal control over financial reporting and disclosure controls and procedures were not effective could impact investors’ views on the reliability of our consolidated financial statements.
Risks relating to our ordinary shares ▪ We face certain risks relating to our ordinary shares, including fluctuations in the trading price and volume of our ordinary shares, lack of assurance that we will pay dividends or distributions on our ordinary shares and declines in the market price of our ordinary shares as a result of future issuances or sales of our securities. ▪ We face certain risks relating to the requirements of being a US domestic public company. ▪ If we are unable to satisfy the requirements of the Sarbanes-Oxley Act or if our internal control over financial reporting is not effective, the reliability of our financial statements may be impacted.
This is a complex issue that involves both substantive law and choice of law principles. However, in many jurisdictions, the relevant issues may not have been considered by the courts or addressed by statute, and thus obtaining legal advice or clarity is difficult.
However, in many jurisdictions, the relevant issues may not have been considered by the courts or addressed by statute, and thus obtaining legal advice or clarity is difficult.
We report our capital provision assets at fair value, which may result in us recognizing non-cash income that may never be realized. Our capital provision assets are classified as financial instruments and are accounted for at fair value in the consolidated statements of operations in accordance with US GAAP.
Our capital provision assets are classified as financial instruments and are accounted for at fair value in the consolidated statements of operations in accordance with US GAAP.
If lawyers who prosecute and/or defend claims which we have financed fail to exercise due skill and care, or the interests of their clients do not align with ours, there may be a material adverse effect on the value of our legal finance assets.
If lawyers who prosecute and/or defend claims that we have financed fail to exercise due skill and care, or if their interests or those of their clients are not aligned with ours, the value of our legal finance assets could be materially adversely affected.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Our Chief Information Officer has primary responsibility for assessing and managing material risks from cybersecurity threats, and has over 20 years of cybersecurity work experience, including at major financial institutions and consulting firms and involving the management of information security and the development of cybersecurity strategy, and who has relevant degrees and certifications, including a Bachelor’s degree in Computer Science from Cornell University.
Our Chief Information Officer has primary responsibility for assessing and managing material risks from cybersecurity threats and has over 20 years of cybersecurity work experience, including at major financial institutions and consulting firms and involving the management of information security and the development of cybersecurity strategy, and has relevant degrees and certifications, including a Bachelor’s degree in Computer Science from Cornell University.
Our Chief Information Officer meets regularly with our internal cybersecurity committee, composed of senior representatives from all our offices in business, information technology, finance and legal and compliance functions, including, among others, our Chief Financial Officer and our Chief Compliance Officer.
Our Chief Information Officer meets regularly with our internal cybersecurity committee, composed of senior representatives from our offices in business, information technology, finance and legal and compliance functions, including, among others, our Chief Financial Officer and our Chief Compliance Officer.
In addition, we distribute a cybersecurity survey to all major third-party service providers on an annual basis to assess their adherence to our cybersecurity requirements.
In addition, we distribute a cybersecurity survey to major third-party service providers on an annual basis to assess their adherence to our cybersecurity requirements.
During the years ended December 31, 2024, 2023 and 2022, we have not identified any material cybersecurity incidents and have not identified any material risks from cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations or financial condition, and the expenses we have incurred from any cybersecurity incidents were immaterial.
During the years ended December 31, 2025, 2024 and 2023, we have not identified any material cybersecurity incidents and have not identified any material risks from cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations or financial condition, and the expenses we have incurred from any cybersecurity incidents were immaterial.
There can be no assurance that our cybersecurity risk management program, including our policies, processes, controls and procedures, will be fully implemented, complied with or effective in protecting our systems and information. 36 Table of Contents See “ Risk factors—Risks relating to cybersecurity, third-party service providers, information systems and data privacy and protection ” for additional information with respect to cybersecurity risks.
There can be no assurance that our cybersecurity risk management program, including our policies, processes, controls and procedures, will be fully implemented, complied with or effective in protecting our systems and information. See “ Risk factors—Risks relating to cybersecurity, third-party service providers, information systems and data privacy and protection ” for additional information with respect to cybersecurity risks.
In addition, we engage third-party vendors to (i) perform a yearly cybersecurity assessment to identify any weaknesses and address them, including performing yearly penetration tests to determine if there are any vulnerabilities, and (ii) monitor our cloud environment 24/7, identify threats and respond to them by shutting down any activity that is deemed potentially harmful.
In addition, we engage third-party vendors to (i) perform an annual cybersecurity assessment to identify weaknesses and address them, including performing yearly penetration tests to determine if there are vulnerabilities, and (ii) monitor our cloud environment, identify threats and respond to them by shutting down activity that is deemed potentially harmful.
Cybersecurity considerations affect the selection and oversight of our third-party service providers, and we perform diligence on third-party service providers that have access to our information systems, data or facilities that house such information systems or data.
Cybersecurity considerations are part of our process for the selection and oversight of our third-party service providers, and we perform diligence on third-party service providers that have access to our information systems, data or facilities that house such information systems or data.
Our cybersecurity risk management program is integrated into our overall enterprise risk management program and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational and financial risk areas. 35 Table of Contents To provide for the resilience of critical information systems and data, maintain legal and regulatory compliance, manage our material risks from cybersecurity threats and protect against, detect and respond to cybersecurity incidents, our cybersecurity risk management program includes the following key elements: ▪ 24x7x365 security operations monitoring of our information systems and services to detect and act on weaknesses and potential intrusions ▪ Cloud-based platform operations that allow us to store our data on the servers of technology companies, with built-in disaster recovery protection and regular backups ▪ Regular internal and external security audits, penetration tests and risk assessments designed to help identify significant cybersecurity risks to our critical information systems and data ▪ Collaboration with third-party service providers, where appropriate, to assess, test or otherwise assist with aspects of our security controls ▪ Testing of new products and services to identify potential security vulnerabilities before release ▪ Regular network and endpoint monitoring ▪ Business resiliency planning with disaster recovery and business continuity testing ▪ Role-based access controls to identify, authenticate and authorize individuals to access information systems based on their job responsibilities ▪ Protection, including encryption, for the secure communication of sensitive data ▪ Monitoring of emerging data protection laws and implementation of changes to our processes designed to comply therewith as well as regular review of best practices from both the legal and financial services industries and engaging in a program of continuous improvement ▪ Regular review of policies, procedures and standards related to cybersecurity ▪ Cybersecurity awareness training of our employees and senior management at regular intervals ▪ Cross-functional approach to addressing cybersecurity risk, involving senior representatives from all our offices in business, information technology, finance and legal and compliance functions ▪ Cybersecurity incident response plan that sets forth procedures for responding to cybersecurity incidents, including processes designed to triage, assess severity, escalate, contain, investigate and remediate such cybersecurity incidents, as well as to comply with potentially applicable legal and regulatory obligations and mitigate reputational damage ▪ Third-party risk management process for certain service providers based on our assessment of their criticality to our business and risk profile ▪ Strong access controls for platforms and devices, including multi-factor authentication and conditional access As part of the above processes and procedures, we regularly engage with assessors, consultants and other third parties, including by having a third-party consultant review our cybersecurity risk management program on an annual basis to help identify areas for continued focus, improvement and compliance.
To provide for the resilience of critical information systems and data, maintain legal and regulatory compliance, manage our material risks from cybersecurity threats and protect against, detect and respond to cybersecurity incidents, our cybersecurity risk management program includes the following elements: ▪ Security operations monitoring of our information systems and services to detect and act on weaknesses and potential intrusions ▪ Cloud-based platform operations that allow us to store our data on the servers of technology companies, with built-in disaster recovery protection and regular backups ▪ Regular internal and external security audits, penetration tests and risk assessments designed to help identify significant cybersecurity risks to our critical information systems and data ▪ Collaboration with third-party service providers, where appropriate, to assess, test or otherwise assist with aspects of our security controls ▪ Testing of new products and services to identify potential security vulnerabilities before release ▪ Regular network and endpoint monitoring ▪ Business resiliency planning with disaster recovery and business continuity testing ▪ Role-based access controls to identify, authenticate and authorize individuals to access information systems based on their job responsibilities ▪ Protection, including encryption, for the secure communication of sensitive data ▪ Monitoring of emerging data protection laws and implementation of changes to our processes designed to comply therewith as well as regular review of best practices from both the legal and financial services industries and engaging in a program of continuous improvement ▪ Regular review of policies, procedures and standards related to cybersecurity ▪ Cybersecurity awareness training of our employees and senior management at regular intervals ▪ Cross-functional approach to addressing cybersecurity risk, involving senior representatives from all our offices in business, information technology, finance and legal and compliance functions ▪ Cybersecurity incident response plan that sets forth procedures for responding to cybersecurity incidents, including processes designed to triage, assess severity, escalate, contain, investigate and remediate such cybersecurity incidents, as well as to comply with potentially applicable legal and regulatory obligations and mitigate reputational damage ▪ Third-party risk management process for certain service providers based on our assessment of their criticality to our business and risk profile ▪ Access controls for platforms and devices, including multi-factor authentication and conditional access As part of the above processes and procedures, we regularly engage with assessors, consultants and other third parties, including by having a third-party consultant review our cybersecurity risk management program on an annual basis to help identify areas for continued focus, improvement and compliance. 34 T a b l e o f C o n t e n t s Our cybersecurity risk management program also addresses cybersecurity risks associated with our use of third-party service providers, including those who have access to our employee data or our information systems.
This does not imply that we meet any particular technical standards, specifications or requirements, only that we use these frameworks and controls as a guide to help us identify, assess and manage cybersecurity risks relevant to our business.
This does not imply that we meet any particular technical standards, specifications or requirements, only that we use certain practices from these frameworks and controls in developing our cybersecurity risk management program to help us identify, assess and manage cybersecurity risks relevant to our business.
Item 1C. Cybersecurity Cybersecurity risk management and strategy We strive to create a pervasive culture of cybersecurity and information systems security, focusing particularly on the tone set by our senior management. We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity and availability of our critical information systems and data.
Item 1C. Cybersecurity Cybersecurity risk management and strategy We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity and availability of our critical information systems and data.
Our cybersecurity policies specify escalation points for reporting potential cybersecurity incidents to our Chief Information Officer and our Chief Compliance Officer, and we have adopted a cybersecurity incident response plan that sets forth procedures for responding to cybersecurity incidents. If applicable, the Board of Directors receives briefings from management on our cybersecurity risk management program and any significant cybersecurity incidents.
Our cybersecurity policies specify escalation points for reporting potential cybersecurity incidents to our Chief Information Officer and our Chief Compliance Officer, and we have adopted a cybersecurity incident response plan that sets forth procedures for responding to cybersecurity incidents.
Removed
Our cybersecurity risk management program also addresses cybersecurity risks associated with our use of third-party service providers, including those who have access to our employee data or our information systems.
Added
Our cybersecurity risk management program is integrated into our overall enterprise risk management program and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational and financial risk areas.
Added
If applicable, the Board of Directors receives briefings from management on our cybersecurity risk management program and any significant cybersecurity incidents. 35 T a b l e o f C o n t e n t s

Item 2. Properties

Properties — owned and leased real estate

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Item 2. Properties We do not own any real property, and we lease our principal office spaces from third parties. The table below sets forth the location, square footage and main use of our principal leased offices as of December 31, 2024.
Item 2. Properties We do not own any real property, and we lease our principal office spaces from third parties. The table below sets forth the location, square footage and main use of our principal leased offices as of December 31, 2025.
Location Size (square footage) Main use New York, New York, United States 19,516 Office space London, United Kingdom 10,883 Office space Chicago, Illinois, United States 7,113 Office space Both our Principal Finance and Asset Management and Other Services segments operate from our New York, London and Chicago offices.
Location Size (square footage) Main use New York, New York, United States 19,516 Office space London, United Kingdom 10,883 Office space Chicago, Illinois, United States 7,113 Office space Singapore, Singapore 1,518 Office space Both our Principal Finance and Asset Management and Other Services segments operate from our New York, London, Chicago and Singapore offices.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Item 3. Legal proceedings The information with respect to legal proceedings is set forth in note 20 ( Financial commitments and contingent liabilities—Legal proceedings ) to our consolidated financial statements contained in this 2024 Form 10-K and is incorporated herein by reference. 37 Table of Contents Item 4. Mine safety disclosures Not applicable. 38 Table of Contents Part II
Item 3. Legal proceedings The information with respect to legal proceedings is set forth in note 20 ( Financial commitments and contingent liabilities—Legal proceedings ) to our consolidated financial statements contained in this 2025 Form 10-K and is incorporated herein by reference.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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The following discussion applies only to beneficial owners of our ordinary shares that own ordinary shares as “capital assets” within the meaning of Section 1221 of the Code (i.e., generally, for investment purposes) and is not intended to be applicable to all categories of shareholders, such as shareholders subject to special tax rules (e.g., including, among others, banks or financial institutions, regulated investment companies, insurance companies, broker-dealers or traders in stocks and securities or currencies, tax-exempt organizations, real estate investment trusts, retirement plans or individual retirement accounts, US expatriates, persons who hold our ordinary shares as part of a straddle, hedge, conversion, constructive sale or other integrated transaction for US federal income tax purposes, traders in securities that have elected the mark-to-market method of accounting for their securities, persons liable for alternative minimum tax, persons who are investors in pass-through entities, persons that own (actually or constructively) 10% or more of our equity securities (by vote or value), persons who elect to receive dividends in a currency other than the US dollar or persons who have a functional currency other than the US dollar), each of whom may be subject to unique tax rules that differ significantly from those summarized below.
The following discussion applies only to beneficial owners of our ordinary shares that own ordinary shares as “capital assets” within the meaning of Section 1221 of the Code (i.e., generally, for investment purposes) and is not intended to be applicable to all categories of shareholders, such as shareholders subject to special tax rules (e.g., banks or financial institutions, regulated investment companies, insurance companies, broker-dealers or traders in stocks and securities or currencies, tax-exempt organizations, real estate investment trusts, retirement plans or individual retirement accounts, US expatriates, persons who hold our ordinary shares as part of a straddle, hedge, conversion, constructive sale or other integrated transaction for US federal income tax purposes, traders in securities that have elected the mark-to-market method of accounting for their securities, persons liable for alternative minimum tax, persons who are investors in pass-through entities, persons that own (actually or constructively) 10% or more of our equity securities (by vote or value), persons who elect to receive dividends in a currency other than the US dollar or persons who have a functional currency other than the US dollar), each of whom may be subject to unique tax rules that differ significantly from those summarized below.
As of the date of this 2024 Form 10-K, there is substantial uncertainty regarding the tax treatment of our financing arrangements as well as the application of the PFIC rules to such financing arrangements and, in particular, whether all or some of our financing arrangements are passive assets or otherwise produce passive income under the applicable PFIC US tax rules.
As of the date of this 2025 Form 10-K, there is substantial uncertainty regarding the tax treatment of our financing arrangements as well as the application of the PFIC rules to such financing arrangements and, in particular, whether all or some of our financing arrangements are passive assets or otherwise produce passive income under the applicable PFIC US tax rules.
Dividend policy We anticipate continuing to pay a total annual dividend of 12.50¢ per ordinary share, payable semi-annually, but do not anticipate regular increases in our dividend per ordinary share level. The Board of Directors may review our dividend per ordinary share level from time to time.
Dividend policy We currently pay a total annual dividend of 12.50¢ per ordinary share, payable semi-annually, but do not anticipate regular increases in our dividend per ordinary share level. The Board of Directors may review our dividend per ordinary share level from time to time.
Tax considerations Guernsey tax considerations The summary below is based on Guernsey law and published practice in Guernsey as of the date of this 2024 Form 10-K, both of which are subject to change, possibly with retroactive effect.
Tax considerations Guernsey tax considerations The summary below is based on Guernsey law and published practice in Guernsey as of the date of this 2025 Form 10-K, both of which are subject to change, possibly with retroactive effect.
Item 5. Market for registrant's common equity, related stockholder matters and issuer purchases of equity securities We have a single class of ordinary shares, which trade on the NYSE and AIM, in each case, under the symbol “BUR”. As of January 31, 2025, there were 210 shareholders of record of our ordinary shares.
Item 5. Market for registrant's common equity, related stockholder matters and issuer purchases of equity securities We have a single class of ordinary shares, which trade on the NYSE and AIM, in each case, under the symbol “BUR”. As of January 31, 2026, there were 194 shareholders of record of our ordinary shares.
If we were treated as a PFIC, a US Holder could be subject to significant adverse US tax consequences, including our dividend distributions would not be eligible for preferential US tax rates (as discussed above), interest charges and additional taxes (including penalties), on certain excess distributions, sales, exchanges or other dispositions of our ordinary shares and certain transactions involving our subsidiaries that are themselves PFICs.
If we were treated as a PFIC, a US Holder could be subject to significant adverse US tax consequences, including the ineligibility of our dividend distributions for preferential US tax rates (as discussed above), interest charges and additional taxes (including penalties) on certain excess distributions, sales, exchanges or other dispositions of our ordinary shares and certain transactions involving our subsidiaries that are themselves PFICs.
Because many of our ordinary shares are held by brokers and other institutions on behalf of shareholders, we are unable to estimate the total number of shareholders represented by these record holders.
Because many of our ordinary shares are held by brokers and other institutions on behalf of shareholders, we are unable to estimate the total number of beneficial owners represented by these holders.
This summary is intended as a general guide related to certain Guernsey tax matters potentially applicable to the holders of our ordinary shares only and is not, is not intended to be nor should it be construed to be, legal or tax advice or a summary of all tax matters in Guernsey.
This summary is intended as a general guide related to certain Guernsey tax matters potentially applicable to the holders of our ordinary shares only and is not, is not intended to be nor should it be construed to be, legal, tax or other advice or a comprehensive summary of Guernsey tax considerations.
Purchases of equity securities The table below sets forth information about purchases by us and our affiliated purchasers during the year ended December 31, 2024, of equity securities that are registered by us pursuant to Section 12 of the Exchange Act.
Purchases of equity securities The table below sets forth information about purchases by us and our affiliated purchasers during the three months ended December 31, 2025 of equity securities that are registered by us pursuant to Section 12 of the Exchange Act.
This discussion is based upon provisions of the Code, the Treasury Regulations promulgated thereunder and administrative rulings and court decisions, all as in effect or existence on the date of this Annual Report and all of which are subject to change, possibly with retroactive effect.
This discussion is based upon provisions of the Code, the Treasury Regulations promulgated thereunder and administrative rulings and court decisions, all as in effect or existence on the date of this 2025 Form 10-K and all of which are subject to change, possibly with retroactive effect.
Shareholders are encouraged to consult their own tax advisor regarding reporting obligations, if any, that would result from their purchase, ownership or disposition of our ordinary shares.
Shareholders are encouraged to consult their own tax advisors with respect to reporting obligations, if any, that would result from their purchase, ownership or disposition of our ordinary shares.
The US foreign tax credit rules are complex, and US Holders are urged to consult their own tax advisors regarding the availability of the US foreign tax credits and the application of the US foreign tax credit rules to their particular situation.
The US foreign tax credit rules are complex, and US Holders are encouraged to consult their own tax advisors with respect to the availability of the US foreign tax credits and the application of the US foreign tax credit rules to their particular situation.
This discussion does not comment on all aspects of US federal income taxation that may be important to particular shareholders in light of their individual circumstances, and each shareholder is encouraged to consult its own tax advisor regarding the potential US federal, state, local and other tax consequences to such shareholder of the ownership or disposition of our ordinary shares.
This discussion does not comment on all aspects of US federal income taxation that may be important to particular shareholders in light of their individual circumstances, and shareholders are encouraged to consult their own tax advisors with respect to the potential US federal, state, local and other tax consequences to them of the purchase, ownership or disposition of our ordinary shares.
As used herein, the term “ US Holder ” means a beneficial owner of our ordinary shares that is: ▪ An individual citizen or resident of the US ▪ A corporation (including any entity treated as a corporation for US federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia ▪ An estate the income of which is subject to US federal income taxation regardless of its source or ▪ A trust if (i) its administration is subject to the primary supervision of a court within the United States and one or more US persons, within the meaning of Section 7701(a)(30) of the Code, have the authority to control all substantial decisions of the trust or (ii) it has a valid election in effect under applicable Treasury Regulations to be treated as a US person for US federal income tax purposes.
As used herein, the term “ US Holder ” means a beneficial owner of our ordinary shares that is: ▪ An individual citizen or resident of the US ▪ A corporation (including any entity treated as a corporation for US federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia ▪ An estate the income of which is subject to US federal income taxation regardless of its source ▪ A trust if (i) its administration is subject to the primary supervision of a court within the United States and one or more US persons, within the meaning of Section 7701(a)(30) of the Code, have the authority to control all substantial decisions of the trust or (ii) it has a valid election in effect under applicable Treasury Regulations to be treated as a US person for US federal income tax purposes Distributions 39 T a b l e o f C o n t e n t s Subject to the discussion below of the rules applicable to PFICs, any distributions to a US Holder made by us with respect to our ordinary shares generally will constitute dividends to the extent of our current and accumulated earnings and profits, as determined under US federal income tax principles.
Shareholders are strongly encouraged to consult their own tax advisor with respect to the impact of the PFIC US tax rules on the purchase, ownership and disposition of our ordinary shares.
The US federal income tax rules relating to PFICs are very complex. Shareholders are encouraged to consult their own tax advisors with respect to the impact of the PFIC US tax rules on the purchase, ownership and disposition of our ordinary shares.
Shareholders should consult their tax advisers regarding the possible implications of FATCA, CRS and other similar regimes that may be relevant to their ownership and disposition of our ordinary shares.
Shareholders are encouraged to consult their own tax advisors with respect to the possible implications of FATCA, CRS and other similar regimes that may be relevant to their purchase, ownership or disposition of our ordinary shares.
The performance graph assumes $100 invested on December 31, 2019, and dividends received reinvested in the security or index. The performance graph is not intended to be indicative of future performance.
The performance graph assumes $100 invested on December 31, 2020 and dividends received reinvested in the security or index. 37 T a b l e o f C o n t e n t s The performance graph is not intended to be indicative of future performance.
No stamp duty is chargeable in Guernsey on the issue, acquisition, transfer, conversion or redemption or other disposition of our ordinary shares (provided that we do not hold Guernsey real property). 40 Table of Contents Guernsey has implemented through domestic legislation matters related to (i) the Foreign Account Tax Compliance Act (“ FATCA ”) contained in the US Internal Revenue Code of 1986, as amended (the “ Code ”), and the Treasury Regulations promulgated thereunder and (ii) the Organisation for Economic Co-operation and Development’s regime known as the Common Reporting Standard (“ CRS ”).
Guernsey has implemented through domestic legislation matters related to (i) the Foreign Account Tax Compliance Act (“ FATCA ”) contained in the US Internal Revenue Code of 1986, as amended (the “ Code ”), and the Treasury Regulations promulgated thereunder and (ii) the Organisation for Economic Co-operation and Development’s regime known as the Common Reporting Standard (“ CRS ”).
Unregistered sales of equity securities and use of proceeds There were no unregistered sales of equity securities during the years ended December 31, 2024, 2023 and 2022. 39 Table of Contents Five-year share performance graph The performance graph below depicts the total return to holders of our ordinary shares from the closing price on December 31, 2019, through December 31, 2024, relative to the performance of the Russell 2000 index and the S&P Small Cap 600 Financials index.
Five-year share performance graph The performance graph below depicts the total return to holders of our ordinary shares from the closing price on December 31, 2020 through December 31, 2025 relative to the performance of the Russell 2000 index and the S&P Small Cap 600 Financials index.
On May 15, 2024, our shareholders approved a resolution at our annual general meeting renewing our authorization to purchase up to 21,864,608 ordinary shares on the open market, which authority is set to expire the earlier of (i) the close of our annual general meeting to be held in 2025 and (ii) September 26, 2025. 3.
Includes broker commissions. 2. On May 14, 2025, our shareholders approved a resolution for the purchase of up to 21,942,190 ordinary shares on the open market, which authority is set to expire the earlier of (i) the close of our next annual general meeting to be held in 2026 and (ii) August 13, 2026.
A US Holder may mitigate certain, but not all, of these adverse consequences by making a timely “mark-to-market” election with respect to our ordinary shares. In addition, certain information 42 Table of Contents reporting requirements would apply with respect to the ownership of our ordinary shares. The US federal income tax rules relating to PFICs are very complex.
A US Holder may mitigate certain, but not all, of these adverse consequences by making a timely “mark-to-market” election with respect to our ordinary shares. In addition, certain information 40 T a b l e o f C o n t e n t s reporting requirements would apply with respect to the ownership of our ordinary shares.
The statements made herein may be challenged by the IRS and, if so challenged, may not be sustained upon review by a court of relevant taxing jurisdiction. This discussion does not contain any information regarding any US state, US local or US estate or gift tax considerations concerning the ownership or disposition of our ordinary shares.
This discussion does not contain any information regarding any US state, US local or US estate or gift tax considerations concerning the ownership or disposition of our ordinary shares.
Partners in a partnership holding our ordinary shares should consult their tax advisors regarding the tax consequences to them of the partnership’s ownership of our ordinary shares. No ruling has been requested from the Internal Revenue Service (the “ IRS ”), nor is there any present intention to do so, in connection with any matter affecting us or our shareholders.
No ruling has been requested from the Internal Revenue Service (the “ IRS ”), nor is there any present intention to do so, in connection with any matter affecting us or our shareholders. The statements made herein may be challenged by the IRS and, if so challenged, may not be sustained upon review by a court of relevant taxing jurisdiction.
Any distributions made by us to non-Guernsey tax resident shareholders will not be subject to Guernsey income tax or Guernsey withholding tax. Individual shareholders who are residents of Guernsey for tax purposes will generally be subject to Guernsey income tax at the individual standard rate of 20% on distributions received from us.
Non-Guernsey resident shareholders (both corporations and individuals) who do not conduct business in Guernsey through a permanent establishment should not be subject to Guernsey income tax or Guernsey withholding tax and any distributions made to them should not be subject to Guernsey tax. Guernsey tax resident individual shareholders are generally subject to Guernsey income tax at a rate of 20%.
Period Total number of ordinary shares purchased Average price paid per ordinary share (1) Total number of ordinary shares purchased as part of publicly announced plans or programs Maximum number of ordinary shares that may yet be purchased under the plans or programs (2) January 1, 2024 - January 31, 2024 — $ — — 21,634,721 February 1, 2024 - February 28, 2024 — $ — — 21,634,721 March 1, 2024 - March 31, 2024 291,591 (3) $ 14.99 291,591 21,343,130 April 1, 2024 - April 30, 2024 27,409 (3) $ 15.74 27,409 21,315,721 May 1, 2024 - May 31, 2024 — $ — — 21,864,608 June 1, 2024 - June 30, 2024 19,285 (4) $ 14.50 19,285 21,845,323 July 1, 2024 - July 31, 2024 — $ — — 21,845,323 August 1, 2024 - August 31, 2024 — $ — — 21,845,323 September 1, 2024 - September 30, 2024 — $ — — 21,845,323 October 1, 2024 - October 31, 2024 — $ — — 21,845,323 November 1, 2024 - November 30, 2024 — $ — — 21,845,323 December 1, 2024 - December 31, 2024 — $ — — 21,845,323 Total 338,285 $ 15.02 338,285 21,845,323 1.
Period Total number of ordinary shares purchased Average price paid per ordinary share (1) Total number of ordinary shares purchased as part of publicly announced plans or programs Maximum number of ordinary shares that may yet be purchased under the plans or programs (2) October 1, 2025 - October 31, 2025 — $ — — 21,912,963 November 1, 2025 - November 30, 2025 — $ — — 21,912,963 December 1, 2025 - December 31, 2025 — $ — — 21,912,963 Total — $ — — 21,912,963 1.
As of the date of this 2024 Form 10-K, Guernsey does not levy capital gains tax and, therefore, shareholders will not suffer capital gains tax in Guernsey on the sale or other disposition of our ordinary shares.
Guernsey tax resident corporate shareholders are subject to Guernsey income tax at the corporate standard, intermediate or higher rates of 0%, 10% or 20%, respectively. Guernsey does not levy capital gains tax and, accordingly, no Guernsey capital gains tax is levied on the sale or other disposition of our ordinary shares.
Removed
Includes broker commissions. The average price of our ordinary shares purchased on AIM was converted into US dollars using the applicable exchange rate. 2.
Added
Unregistered sales of equity securities and use of proceeds There were no unregistered sales of equity securities during the years ended December 31, 2025, 2024 and 2023.
Removed
On July 5, 2023, our shareholders approved a resolution at our annual general meeting renewing our authorization to purchase up to 21,895,721 ordinary shares on the open market, which authority is set to expire as of the close of our annual general meeting to be held in 2024.
Added
Effective for the years beginning on or after January 1, 2025, Guernsey-headquartered companies which have annual consolidated earnings of at least €750 million in at least two out of the prior four accounting periods are subject to the 15% minimum tax in accordance with the OECD’s Pillar Two initiative.
Removed
Consists of ordinary shares purchased on the open market on AIM between March 19, 2024, and March 27, 2024. 4. Consists of ordinary shares purchased on the open market on AIM on June 4, 2024 to satisfy grants of awards under the NED Plan.
Added
The Pillar Two minimum tax is considered an alternative minimum tax and applies to amounts earned by a company which are not otherwise subject to a 15% tax in other taxing jurisdictions combined. As of the date of this 2025 Form 10-K, we are not subject to the Guernsey minimum tax.
Removed
Shareholders, whether corporations or individuals, that are not residents of Guernsey for tax purposes and that do not carry on business in Guernsey through a permanent establishment situated in Guernsey, will not be subject to Guernsey income tax or Guernsey withholding tax.
Added
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.
Removed
Corporate shareholders that are residents of Guernsey for tax purposes (and that do not have exempt company status under the Income Tax (Exempt Bodies) (Guernsey) Ordinance, 1989, as amended) will generally be subject to Guernsey income tax at the company standard rate, which is currently 0%, on distributions received from us.
Added
There is also no stamp duty on the issuance, acquisition, transfer, conversion or redemption of shares in Guernsey companies, except for certain Guernsey companies that hold real property located in Guernsey. 38 T a b l e o f C o n t e n t s Shareholders are encouraged to consult their own tax advisors with respect to the potential Guernsey tax, legal, reporting or other consequences to them of the purchase, ownership or disposition of our ordinary shares.
Removed
Shareholders, including any nominees, should inform themselves as to all legal and tax consequences, and any foreign exchange requirements, which may apply to them in their respective jurisdictions in connection with their purchase, holding or disposal of our ordinary shares.
Added
Partners in a partnership holding our ordinary shares are encouraged to consult their own tax advisors with respect to the tax consequences to them of the partnership’s purchase, ownership or disposition of our ordinary shares.
Removed
Distributions 41 Table of Contents Subject to the discussion below of the rules applicable to PFICs, any distributions to a US Holder made by us with respect to our ordinary shares generally will constitute dividends to the extent of our current and accumulated earnings and profits, as determined under US federal income tax principles.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Removed
Item 6. [ Reserved ] 43 Item 7. Management's discussion and analysis of financial condition and results of operations 43 Item 7A. Quantitative and qualitative disclosures about market risk 80 Item 8. Financial statements and supplementary data 84 Item 9. Changes in and disagreements with accountants on accounting and financial disclosure 136 Item 9A. Controls and procedures 136 Item 9B.
Added
Item 6. [ Reserved ] 41 Item 7. Management's discussion and analysis of financial condition and results of operations 41 Statements of operations and Statements of financial condition 43 Fair value of capital provision assets and Undrawn commitments 48 Segments 50 Liquidity and capital resources and Off-balance sheet arrangements 64 Critical accounting estimates and Reconciliations 67 Item 7A.
Added
Quantitative and qualitative disclosures about market risk 77 Item 8. Financial statements and supplementary data 81

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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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 impact our quarterly revenue recognition in accordance with US GAAP.
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.
The table below sets forth the WALs, weighted by deployed cost and realizations, of the concluded assets, excluding the impact of our interest in private funds, as of the dates indicated.
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.
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) performance fees, which are fees paid to Burford contingent on satisfying certain performance thresholds as designated by each fund waterfall, or (iii) profit sharing income, which represents income from bespoke profit-sharing agreements with third-party investors, such as our strategic sovereign wealth fund partner.
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.
When referring to new 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.
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.
Amounts related to those transactions (such as undrawn commitments or deployed costs) reflected elsewhere in this “ Management's discussion and analysis of financial condition and results of operations ” or in our consolidated financial statements contained in this 2024 Form 10-K may be reported based on the foreign exchange rates in effect as of the end of the applicable period and, therefore, may differ from the amounts in this table. 2.
Amounts related to those transactions (such as undrawn commitments or deployed costs) reflected elsewhere in this “ Management's discussion and analysis of financial condition and results of operations ” or in our consolidated financial statements contained in this 2025 Form 10-K may be reported based on the foreign exchange rates in effect as of the end of the applicable period and, therefore, may differ from the amounts in this table. 2.
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 2024 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.
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.
Notwithstanding this fact, we have assessed the potential impact of Pillar Two based on laws enacted as of the date of this 2024 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, 2024.
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.
See “ —Consolidated statements of operations for the year ended December 31, 2024 as compared to the year ended December 31, 2023—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.
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.
The table below sets forth the components of our group-wide new commitments of capital provision assets by segment for the periods indicated.
The table below sets forth the components of our group-wide new definitive commitments of capital provision assets by segment for periods indicated.
See “ —Consolidated statements of operations for the year ended December 31, 2024 as compared to the year ended December 31, 2023 — 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).
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).
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, 2024.
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.
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 and the 2031 Notes, as applicable) and (ii) our Unrestricted Subsidiaries (as defined in the indentures governing the 2028 Notes, the 2030 Notes and the 2031 Notes, as applicable).
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).
Capital provision assets include our investment in the Advantage Fund which makes up less than 1% of the total portfolio as of December 31, 2024. The table below sets forth our deployments and realizations for our Principal Finance segment for the periods indicated.
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.
See note 2 ( Summary of significant accounting policies—Fair value of financial instruments ) to the Group’s consolidated financial statements contained in this 2024 Form 10-K for additional information with respect to the valuation methodology for Level 3 assets.
See note 2 ( Summary of significant accounting policies—Fair value of financial instruments ) to the Group’s consolidated financial statements contained in this 2025 Form 10-K for additional information with respect to the valuation methodology for Level 3 assets.
See note 2 ( Summary of significant accounting policies—Fair value of financial instruments ) to the Group’s consolidated financial statements contained in this 2024 Form 10-K for additional information with respect to the valuation methodology for Level 3 assets.
See note 2 ( Summary of significant accounting policies—Fair value of financial instruments ) to the Group’s consolidated financial statements contained in this 2025 Form 10-K for additional information with respect to the valuation methodology for Level 3 assets.
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 such acts, again leading to financeable claims.
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.
Results of operations and financial condition Set forth below is a discussion of our consolidated results of operations for the years ended December 31, 2024 and 2023, and our consolidated financial condition as of December 31, 2024 and 2023, in each case, on a consolidated basis, unless otherwise noted.
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.
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 2024 Form 10-K for a description of our valuation policy for capital provision assets.
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.
Statements of operations for the year ended December 31, 2024, as compared to the year ended December 31, 2023 The table below sets forth the components of our income/(loss) before income taxes for our Principal Finance segment for the periods indicated.
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.
Statements of financial condition as of December 31, 2024 as compared to December 31, 2023 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.
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.
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 2024 Form 10-K.
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.
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 and, prior to its liquidation in the fourth quarter of 2023, the Strategic Value Fund.
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.
Other expenses The table below sets forth the components our total other expenses for the periods indicated.
Other expenses The table below sets forth the components of our total other expenses for the periods indicated.
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 20 different litigation matters as of December 31, 2024.
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.
This will result in a difference when compared to undrawn commitments in note 20 (Financial commitments and contingent liabilities) to our consolidated financial statements contained in this 2024 Form 10-K. 3.
This will result in a difference when compared to undrawn commitments in note 20 (Financial commitments and contingent liabilities) to our consolidated financial statements contained in this 2025 Form 10-K. 3.
Statements of financial condition as of December 31, 2024 as compared to December 31, 2023 The table below sets forth the components of our consolidated statements of financial condition for our Principal Finance segment as of the dates indicated.
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.
Represents the total principal amount of debt outstanding as set forth in note 12 (Debt) to our condensed consolidated financial statements contained in this 2024 Form 10-K. Debt securities denominated in pound sterling have been converted to US dollar using GBP/USD exchange rates of $1.2529 and $1.2747 as of December 31, 2024 and 2023, respectively.
Represents the total principal amount of debt outstanding as set forth in note 12 (Debt) to our condensed consolidated financial statements contained in this 2025 Form 10-K. Debt securities denominated in pound sterling have been converted to US dollar using GBP/USD exchange rates of $1.3491 and $1.2529 as of December 31, 2025 and 2024, respectively.
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 62 Table of Contents cases. Conversely, if our larger, more recently originated cases conclude relatively quickly, the WAL of our concluded portfolio could decrease.
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 years) December 31, 2024 December 31, 2023 WAL of active deployed capital 3.1 2.9 Returns on concluded portfolio The table below sets forth our ROIC, IRR and cumulative realizations on concluded and partially concluded assets in our capital provision portfolio as of the dates indicated since inception on a Burford-only basis.
(in years) December 31, 2025 December 31, 2024 WAL of active deployed capital 3.3 3.1 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.
Reconciling items include the proportional operating results that are attributable to third-party limited partners and minority investors in consolidated entities, including BOF-C, the Strategic Value Fund, the Advantage Fund and Colorado.
Reconciling items include the proportional operating results that are attributable to third-party limited partners and minority investors in consolidated entities, including BOF-C, the Strategic Value Fund, the Advantage Fund, Colorado, the EP Funds and other entities.
Debt leverage ratio calculations Consolidated net debt to consolidated tangible assets ratio calculation 78 Table of Contents The table below sets forth the calculations of consolidated net debt to consolidated tangible assets ratio as of the dates indicated.
Debt leverage ratio calculations Consolidated net debt to consolidated tangible assets ratio calculation The table below sets forth the calculations of consolidated net debt to consolidated tangible assets ratio as of the dates indicated.
(in years) December 31, 2024 December 31, 2023 WAL weighted by deployed cost 2.5 2.2 WAL weighted by realizations 2.6 2.4 The age of our ongoing portfolio is reflected in the WAL of active deployed capital in the table below.
(in years) December 31, 2025 December 31, 2024 WAL weighted by deployed cost 2.5 2.5 WAL weighted by realizations 2.6 2.6 The age of our ongoing portfolio is reflected in the WAL of active deployed capital in the table below.
Off-balance sheet arrangements As of December 31, 2024, and December 31, 2023, we had off-balance sheet arrangements relating to legal finance assets with structured entities that aggregate claims from multiple parties in the amount of $4.8 million and $2.8 million, respectively.
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.
Covid-19 Court systems and other forms of adjudication have returned to functionality in the aftermath of the Covid-19 pandemic. In general, court activity has continued to work through the backlog caused by the Covid-19 pandemic and, during the year ended December 31, 2024, we have observed continuing portfolio activity. Nevertheless, some court systems continue to face backlogs, delaying adjudication.
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.
The table below sets forth key statistics for each of our private funds as of December 31, 2024.
The table below sets forth key statistics for each of our private funds as of December 31, 2025.
Item 7. Management's discussion and analysis of financial condition and results of operations The following discussion and analysis of financial condition and results of operations is for the year ended December 31, 2024, as compared to the year ended December 31, 2023.
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.
Unrealized gains 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.
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.
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 $115.0 million (or approximately 2% of total fair value for capital provision assets) as of December 31, 2024 as compared to $111.5 million (or approximately 2% of total fair value for capital provision assets) as of December 31, 2023.
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.
As of December 31, 2024 and 2023, 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 $466.3 million and $458.7 million, respectively .
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 .
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.
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.
The number of assets for partially realized concluded transactions is listed under the number of assets for partially realized ongoing transactions as these are the concluded and ongoing portions of the same transactions. 4. As of December 31, 2024, there were 76 capital provision assets with partial realizations.
The number of assets for partially realized concluded transactions is listed under the number of assets for partially realized ongoing transactions as these are the concluded and ongoing portions of the same transactions. 4. As of December 31, 2025, there were 80 capital provision assets with partial realizations.
The net result was $146.5 million in net income attributable to Burford Capital Limited shareholders for the year ended December 31, 2024, as compared to net income of $610.5 million for the year ended December 31, 2023. Revenues The table below sets forth the components of our total revenues for the periods indicated.
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.
Set forth below is a discussion of our cash flows for the periods indicated on a consolidated basis, unless noted otherwise.
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.
December 31, 2024 December 31, 2023 Corporates 55 % 55 % Law firms 40 % 41 % Other 5 % 4 % 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, 2024 and 2023.
December 31, 2025 December 31, 2024 Corporates 54 % 55 % Law firms 40 % 40 % Other 6 % 5 % 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.
However, if the Advantage Fund produces returns in excess of 18% (which are supranormal for this level of risk), a level of sharing with the fund investors would take effect, but we do not expect that to occur. 67 Table of Contents As of December 31, 2024, and December 31, 2023, our total AUM was $3.5 billion and $3.4 billion respectively.
However, if the Advantage Fund produces returns in excess of 18% (which are supranormal for this level of risk), a level of sharing with the fund investors would take effect, but we do not expect that to occur. As of December 31, 2025, and December 31, 2024, our total AUM was $3.2 billion and $3.5 billion respectively.
As of December 31, 2024, the weighted average maturity of our outstanding debt securities of 4.5 years continued to be longer than the weighted average life of our concluded assets, weighted by realizations, of 2.6 years.
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.
Nevertheless, a claimant’s insolvency may introduce delay in the underlying litigation while the insolvency process unfolds. To the extent that the defendant in a matter we are financing becomes insolvent, judgment creditors are typically unsecured creditors and the risk to our recovery is dependent on the financial condition of the judgment debtor and the availability of assets for unsecured creditors.
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.
Within total segments (Burford-only), the aggregate fair value of our capital provision assets was $3.6 billion, the aggregate deployed cost was $1.7 billion and the aggregate unrealized gains were $1.9 billion each as of December 31, 2024. The increase of $60.3 million in deployed cost is a result of deployments during 2024, offset by the return of capital from realizations.
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 note 1 4 ( Fair value of assets and liabilities ) to our consolidated financial statements contained in this 2024 Form 10-K and “— Fair value of capital provision assets ” for additional information with respect to fair value.
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 a percentage of average capital provision assets at cost during the year ended December 31, 2024, gross realized losses represented 2.8% as compared to 3.6% for the year ended December 31, 2023.
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.
As part of our fair value methodology, we discount the expected future cash flows. If discount rates had remained unchanged from December 31, 2023, applying those same rates to the portfolio at December 31, 2024 fair value would have been approximately $8.7 million higher than as reported.
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.
As of December 31, 2024, we had five series of debt securities outstanding, of which two series were listed on the Order Book for Retail Bonds of the London Stock Exchange and three series were issued through private placement transactions under Rule 144A and Regulation S under the Securities Act.
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.
As of December 31, 2024, and December 31, 2023, our Consolidated Indebtedness to Net Tangible Equity Ratio was 0.8 to 1.00 and 0.7 to 1.00, respectively.
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.
See note 2 0 ( Financial commitments and contingent liabilities ) to our consolidated financial statements contained in this 2024 Form 10-K for additional information with respect to our contractual obligations.
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.
Thus, for example, for a debtholder to recover on a defaulted debt, there are 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.
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.
The weighted average 49 Table of Contents discount rate across the portfolio slightly decreased to 6.9% as of December 31, 2024, from 7.0% as of December 31, 2023, 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 ”.
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 ”.
Case-related expenditures ineligible for inclusion in asset cost significantly decreased for the year ended December 31, 2024, reflecting a decrease in the level of expenses and 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 50 Table of Contents in cases.
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.
Of the $185.3 million of due from settlement receivables as of December 31, 2023, 97% was collected in cash during 2024. 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.
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.
Our debt securities that are listed on the Order Book for Retail Bonds of the London Stock Exchange as of the date of this 2024 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 deeds 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 deeds governing such debt securities, and generally equivalent to our consolidated tangible assets, 68 Table of Contents or our total assets less goodwill).
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, 2024, and December 31, 2023, our consolidated net debt to consolidated tangible assets ratio was 20% and 22%, respectively.
As of December 31, 2025, and December 31, 2024, our consolidated net debt to consolidated tangible assets ratio was 23% and 20%, respectively.
See note 1 2 ( Debt ) to our consolidated financial statements contained in this 2024 Form 10-K for additional information with respect to our outstanding debt securities.
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.
See “ —Liquidity and capital resources—Debt ” for additional information with respect to our debt securities. Consolidated Indebtedness to Net Tangible Equity Ratio calculation The table below sets forth the calculations of Consolidated Indebtedness to Net Tangible Equity Ratio (as defined in the indentures governing the 2028 Notes and the 2030 Notes, as applicable) as of the dates indicated.
See “ —Liquidity and capital resources—Debt ” for additional information with respect to our debt securities. 75 T a b l e o f C o n t e n t s Consolidated Indebtedness to Net Tangible Equity Ratio calculation The table below sets forth the calculations of Consolidated Indebtedness to Net Tangible Equity Ratio (as defined in the indentures governing the 2028 Notes and the 2030 Notes, as applicable) as of the dates indicated.
We no longer earn any management fees from BCIM Partners II, LP, BCIM Partners III, LP, COLP and BAIF. Performance fees represent carried interest applied to distributions to a private fund’s limited partners after the return of capital contributions and preferred returns. 2. Includes amounts related to “sidecar” funds. 3.
We no longer earn any management fees from BCIM Partners II, LP, BCIM Partners III, LP, COLP and BAIF. As of September 2025, we also no longer earn any management fees from BAIF II. Performance fees represent carried interest applied to distributions to a private fund’s limited partners after the return of capital contributions and preferred returns. 2.
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 44 Table of Contents 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.
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 42 T a b l e o f C o n t e n t s judgment debtor as long as the judgment debtor does not seek protection from creditors in a formal insolvency proceeding.
The table below sets forth the components of our operating expenses by consolidated and total segments (Burford-only) for the periods indicated.
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.
Principal Finance segment Years ended December 31, ($ in thousands) 2024 2023 Change % change Deployments $ 399,312 $ 411,793 $ (12,481) (3) % Realizations 646,876 512,655 134,221 26 % 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.
Principal Finance segment Years ended December 31, ($ in thousands) 2025 2024 Change % change Deployments $ 456,758 $ 399,312 $ 57,446 14 % Realizations 443,854 646,876 (203,022) (31) % 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.
Fair value is also impacted by changes in the adjusted risk premium, which was slightly up at 31.4% as of December 31, 2024, from 30.2% as of December 31, 2023.
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.
We repeat the number with partial realizations in total concluded and total ongoing. Asset Management and Other Services segment Our Asset Management and Other Services segment manages legal finance assets on behalf of third-party investors, and we provide other services to the legal industry for both of which we receive fees.
We repeat the number with partial realizations in total concluded and total ongoing. 60 T a b l e o f C o n t e n t s 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.
In this section, any references to 2024 refers to the year ended December 31, 2024 and any references to 2023 refers to the year ended December 31, 2023.
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.
Statements of operations for the year ended December 31, 2024, as compared to the year ended December 31, 2023 The table below sets forth the components of our income/(loss) before income taxes by segment for the periods indicated.
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.
Years ended December 31, ($ in thousands) 2024 2023 Consolidated realizations $ 907,042 $ 708,293 Plus/(Less): Third-party interests (260,166) (195,638) Total segments (Burford-only) total realizations 646,876 512,655 Plus/(Less): Realizations from other income on due from settlement of capital provision assets 2,704 — Plus/(Less): Loss from financial liabilities at fair value through profit or loss (2,583) — Plus/(Less): Realizations from investment subparticipations — 199 Plus/(Less): Reported realizations held at joint venture and not yet distributed 6,520 10,702 Plus/(Less): Reported realizations held at fund level and not yet distributed 840 7,070 Plus/(Less): Prior period realizations held at fund level and distributed in the current period (13,233) — Adjusted Burford-only total realizations 641,124 530,626 See “— Basis of presentation of financial information—KPIs and non-GAAP financial measures relating to our operating and financial performance—KPIs ” and “ Certain terms used in this 2024 Form 10-K ” for additional information with respect to certain terms useful for the understanding of our realizations information and “ — 77 Table of Contents Segments—Principal Finance segment—Portfolio value – Principal Finance segment ” for additional information with respect to our realizations.
Years ended December 31, ($ in thousands) 2025 2024 Consolidated realizations $ 710,496 $ 907,042 Plus/(Less): Third-party interests (266,642) (260,166) Total segments (Burford-only) total realizations 443,854 646,876 Plus/(Less): Realizations from other income on due from settlement of capital provision assets 10,391 2,704 Plus/(Less): Loss from financial liabilities at fair value through profit or loss — (2,583) Plus/(Less): Reported realizations held at joint venture and not yet distributed 4,008 6,520 Plus/(Less): Reported realizations held at fund level and not yet distributed 13,218 840 Plus/(Less): Prior period realizations held at fund level and distributed in the current period (13,233) (13,233) Adjusted Burford-only total realizations 458,238 641,124 See “— Basis of presentation of financial information—KPIs and non-GAAP financial measures relating to our operating and financial performance—KPIs ” and “ Certain terms used in this 2025 Form 10-K ” for additional information with respect to certain terms useful for the understanding of our realizations information and “ —Segments—Principal Finance segment—Portfolio value – Principal Finance segment ” for additional information with respect to our realizations.
Reconciling items include the proportional operating results that are attributable to third-party limited partners and minority investors in consolidated entities, including BOF-C, the Strategic Value Fund, the Advantage Fund and Colorado. Total assets, as of December 31, 2024, increased $337.6 million for consolidated and increased $372.5 million for total segments (Burford-only).
Reconciling items include the proportional operating results that are attributable to third-party limited partners and minority investors in consolidated entities, including BOF-C, the Strategic Value Fund, the Advantage Fund, Colorado, the EP Funds and other entities. Total assets, as of December 31, 2025, increased $466.1 million for consolidated and increased $437.8 million for total segments (Burford-only).
The table below sets forth the components of our cash receipts for the periods indicated on a Burford-only basis. Burford-only (non-GAAP) Years ended December 31, ($ in thousands) 2024 2023 Proceeds from capital provision assets $ 648,477 $ 442,066 Proceeds from asset management income 26,491 32,321 Proceeds from other items (1) 24,179 14,822 Cash receipts 699,147 489,209 1.
The table below sets forth the components of our cash receipts for the periods indicated on a Burford-only basis. Burford-only (non-GAAP) Years ended December 31, ($ in thousands) 2025 2024 Proceeds from capital provision assets $ 473,527 $ 648,477 Proceeds from asset management income 32,467 26,491 Proceeds from other items (1) 24,132 24,179 Cash receipts 530,126 699,147 1.
Furthermore, the indenture governing the 2031 Notes contains certain restrictive covenants that, among other things, require us to have a Consolidated Indebtedness to Consolidated Equity Ratio (as defined in the indenture governing the 2031 Notes) of less than 1.50 to 1.00, 1.75 to 1.00 or 2.00 to 1.00, as applicable, to use certain specified “baskets” in order to undertake specific actions, such as making restricted payments or permitted investments or incurring additional indebtedness.
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 64 T a b l e o f C o n t e n t s undertake specific actions, such as making restricted payments or permitted investments or incurring additional indebtedness.
December 31, ($ in thousands) 2024 2023 Burford Capital Limited and its Restricted Subsidiaries Total assets $ 5,335,289 $ 4,922,451 Third-party indebtedness 1,763,612 1,534,730 Unrestricted Subsidiaries Total assets 839,736 914,943 Third-party indebtedness — — Years ended December 31, (S in thousands) 2024 2023 2022 Burford Capital Limited and its Restricted Subsidiaries Total revenues $ 460,352 $ 973,461 $ 245,383 Unrestricted Subsidiaries Total revenues 85,735 113,441 73,844 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.
December 31, ($ in thousands) 2025 2024 Burford Capital Limited and its Restricted Subsidiaries Total assets $ 5,941,410 $ 5,335,289 Third-party indebtedness 2,127,829 1,763,612 Unrestricted Subsidiaries Total assets 699,762 839,736 Third-party indebtedness — — Years ended December 31, (S in thousands) 2025 2024 2023 Burford Capital Limited and its Restricted Subsidiaries Total revenues $ 382,796 $ 460,352 $ 973,461 Unrestricted Subsidiaries Total revenues 30,564 85,735 113,441 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.
The increase of $60.8 million in deployed cost is a result of deployments during 2024, offset by the return of capital from realizations.
The increase of $157.1 million in deployed cost is a result of deployments during 2025, offset by the return of capital from realizations.
For the year-over-year discussion of each of the reportable segments, refer to the specific segment sections further below. 57 Table of Contents 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.
For the year-over-year discussion of each of the reportable segments, refer to the specific segment sections further below. 52 T a b l e o f C o n t e n t s 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.
As of December 31, 2024, our Principal Finance portfolio consisted of 227 assets funded directly by our balance sheet and 9 additional assets held through the Advantage Fund. As of December 31, 2023, our Principal Finance portfolio consisted of 206 assets funded directly by our balance sheet and 11 additional assets held through the Advantage Fund.
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.
Ceased commitments to new legal finance assets in the fourth quarter of 2018 due to capacity. 4. Ceased commitments to new legal finance assets in the fourth quarter of 2020 due to capacity. 5.
Includes amounts related to “sidecar” funds. 3. Ceased commitments to new legal finance assets in the fourth quarter of 2018 due to capacity. 4. Ceased commitments to new legal finance assets in the fourth quarter of 2020 due to capacity. 5.
Years ended December 31, ($ in thousands) 2024 2023 Change % change Net income/(loss) attributable to non-controlling interests: $ 83,099 $ 107,677 $ (24,578) (23) % We consolidate certain entities that have other shareholders and/or investors, including the Advantage Fund and BOF-C.
Years ended December 31, ($ in thousands) 2025 2024 Change % change Net income/(loss) attributable to non-controlling interests: $ 9,616 $ 83,099 $ (73,483) (88) % We consolidate certain entities that have other shareholders and/or investors, including the Advantage Fund and BOF-C.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Based on this review, we have not identified any material expected credit loss relating to the financial assets held at amortized cost. We recognized no impairments for the years ended December 31, 2024, 2023 and 2022. Currency risk We hold assets denominated in currencies other than US dollar, our functional currency, including pound sterling, Euro and Australian dollar.
Based on this review, we have not identified any material expected credit loss relating to the financial assets held at amortized cost. We recognized no impairments for the years ended December 31, 2025, 2024 and 2023. Currency risk We hold assets denominated in currencies other than US dollar, our functional currency, including pound sterling, Euro and Australian dollar.
Credit risk We are exposed to credit risk in various asset structures as described in note 2 ( Summary of significant accounting policies ) to our consolidated financial statements contained in this 2024 Form 10-K, most of which involve financing sums recoverable only out of successful capital provision assets with a concomitant risk of loss of deployed cost.
Credit risk We are exposed to credit risk in various asset structures as described in note 2 ( Summary of significant accounting policies ) to our consolidated financial statements contained in this 2025 Form 10-K, most of which involve financing sums recoverable only out of successful capital provision assets with a concomitant risk of loss of deployed cost.
As of December 31, 2024 and 2023, should the prices of the investments in corporate bonds and investment funds have been 10% higher or lower, while all other variables remained constant, our consolidated income and net assets would have increased or decreased, respectively, by $7.9 million and $10.8 million, respectively.
As of December 31, 2025 and 2024, should the prices of the investments in corporate bonds and investment funds have been 10% higher or lower, while all other variables remained constant, our consolidated income and net assets would have increased or decreased, respectively, by $8.9 million and $7.9 million, respectively.
Liquidity risk We are exposed to liquidity risk. Our financing of capital provision assets requires capital to meet commitments, as described in note 20 ( Financial commitments and contingent liabilities ) to our consolidated financial statements contained in this 2024 Form 10-K, and for settlement of operating liabilities.
Liquidity risk We are exposed to liquidity risk. Our financing of capital provision assets requires capital to meet commitments, as described in note 20 ( Financial commitments and contingent liabilities ) to our consolidated financial statements contained in this 2025 Form 10-K, and for settlement of operating liabilities.
The maximum credit exposure for such amounts was the carrying value of $17.1 million and $17.8 million as of December 31, 2024 and 2023, respectively. We review the lifetime expected credit loss based on historical collection performance, the specific provisions of any settlement agreement and a forward-looking assessment of macroeconomic factors.
The maximum credit exposure for such amounts was the carrying value of $21.8 million and $17.1 million as of December 31, 2025 and 2024, respectively. We review the lifetime expected credit loss based on historical collection performance, the specific provisions of any settlement agreement and a forward-looking assessment of macroeconomic factors.
If interest rates increased and decreased by 25 basis points while all other variables remained constant, the net income/(loss) for the year ended December 31, 2024 and net assets as of December 31, 2024, would increase and decrease by $1.2 million, the net income/(loss) for the year ended December 31, 2023 and net assets as of December 31, 2023, would increase and decrease by $0.7 million, and the net income for the year ended December 31, 2022 and net assets as of December 31, 2022, would increase and decrease by $0.3 million.
If interest rates increased and decreased by 25 basis points while all other variables remained constant, the net income/(loss) for the year ended December 31, 2025 and net assets as of December 31, 2025 would increase and decrease by $1.4 million, the net income/(loss) for the year ended December 31, 2024 and net assets as of December 31, 2024 would increase and decrease by $1.2 million, and the net income for the year ended December 31, 2023 and net assets as of December 31, 2023 would increase and decrease by $0.7 million.
As of December 31, 2024 and 2023, should the prices of the due from settlement of capital provision assets, capital provision assets and financial liabilities relating to third-party interests in capital provision assets have been 10% higher or lower, while all other variables remained constant, our consolidated income and net assets would have increased or decreased, respectively, by $468.1 million and $460.7 million respectively.
As of December 31, 2025 and 2024, should the prices of the due from settlement of capital provision assets, capital provision assets and financial liabilities relating to third-party interests in capital provision assets have been 10% higher or lower, while all other variables remained constant, our consolidated income and net assets would have increased or decreased, respectively, by $491.6 million and $468.1 million respectively.
As of December 31, 2024 and 2023, the future interest payments on our outstanding debt securities amounted to $690.5 million and $625.3 million, respectively, until their respective maturities in August 2025, December 2026, April 2028, April 2030 and July 2031, at which point the respective aggregate principal amounts will be required to be repaid.
As of December 31, 2025 and 2024, the future interest payments on our outstanding debt securities amounted to $859.4 million and $690.5 million, respectively, until their respective maturities in August 2025, December 2026, April 2028, April 2030, July 2031 and July 2033, at which point the respective aggregate principal amounts will be required to be repaid.
See note 1 2 ( Debt ) and note 2 0 ( Financial commitments and contingent liabilities ) to our consolidated financial statements contained in this 2024 Form 10-K for additional information with respect to our debt securities, including a schedule of maturities.
See note 12 ( Debt ) and 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 debt securities, including a schedule of maturities.
Fixed rate liabilities include our outstanding indebtedness as described in note 12 ( Debt ) to our consolidated financial statements contained in this 2024 Form 10-K. 82 Table of Contents The tables below set forth respective maturity periods of our floating and fixed rate assets and liabilities as of the dates indicated.
Fixed rate liabilities include our outstanding indebtedness as described in note 12 ( Debt ) to our consolidated financial statements contained in this 2025 Form 10-K. 79 T a b l e o f C o n t e n t s The tables below set forth respective maturity periods of our floating and fixed rate assets and liabilities as of the dates indicated.
In addition, we issued debt securities denominated in pound sterling in 2017 that remained outstanding as of the date of this 2024 Form 10-K. We are therefore exposed to currency risk, as values of the assets and liabilities denominated in other currencies will fluctuate due to changes in exchange rates.
In addition, we issued debt securities denominated in pound sterling in 2017 that remained outstanding as of December 31, 2025. We are therefore exposed to currency risk, as values of the assets and liabilities denominated in other currencies will fluctuate due to changes in exchange rates. We may use forward exchange contracts from time to time to mitigate currency risk.
As of December 31, 2024 and 2023, should pound sterling, Euro and Australian dollar have strengthened or weakened by 10% against US dollar, while all other variables remained constant, our capital provision assets and other assets/(liabilities) would have increased and decreased, respectively, as set forth in the tables below. 81 Table of Contents December 31, 2024 ($ in thousands) Capital provision assets Other assets/ (liabilities) Currency risk exposure of 10 % US dollar 4,987,457 (1,828,220) — Pound sterling 9,582 (178,431) (16,885) Euro 192,988 14,659 20,765 Australian dollar 22,558 50 2,261 Canadian dollar 28,745 4,646 3,339 Singapore dollar 2,587 214 280 Total 5,243,917 (1,987,082) 9,760 December 31, 2023 ($ in thousands) Capital provision assets Other assets/ (liabilities) Currency risk exposure of 10 % US dollar 4,846,759 (1,603,260) — Pound sterling 10,921 (235,052) (22,413) Euro 131,922 735 13,266 Australian dollar 21,863 (150) 2,171 Canadian dollar 31,376 119 3,150 Singapore dollar 2,547 — 255 Total 5,045,388 (1,837,608) (3,571) Interest rate risk Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates.
As of December 31, 2025 and 2024, should pound sterling, Euro and Australian dollar have strengthened or weakened by 10% against US dollar, while all other variables remained constant, our capital provision assets and other assets/(liabilities) would have increased and decreased, respectively, as set forth in the tables below. 78 T a b l e o f C o n t e n t s December 31, 2025 ($ in thousands) Capital provision assets Other assets/ (liabilities) Currency risk exposure of 10 % US dollar $ 5,277,044 $ (2,348,798) $ — Pound sterling 21,172 (149,342) (12,817) Euro 269,939 14,475 28,441 Australian dollar 21,524 — 2,152 Canadian dollar 17,747 1,339 1,909 Singapore dollar 2,523 106 263 Total 5,609,949 (2,482,220) 19,948 December 31, 2024 ($ in thousands) Capital provision assets Other assets/ (liabilities) Currency risk exposure of 10 % US dollar $ 4,987,457 $ (1,828,220) $ — Pound sterling 9,582 (178,431) (16,885) Euro 192,988 14,659 20,765 Australian dollar 22,558 50 2,261 Canadian dollar 28,745 4,646 3,339 Singapore dollar 2,587 214 280 Total 5,243,917 (1,987,082) 9,760 Interest rate risk Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates.
Marketable securities primarily consist of government securities, investment grade corporate bonds, asset-backed securities and mutual funds, all of which can be redeemed on short notice or be sold on an active trading market. 80 Table of Contents As of December 31, 2024 and 2023, we had $1.8 billion and $1.6 billion aggregate principal amount of our debt securities outstanding, respectively, which were issued primarily for the purpose of raising sufficient capital to help mitigate liquidity risk.
As of December 31, 2025 and 2024, we had $2.2 billion and $1.8 billion aggregate principal amount of our debt securities outstanding, respectively, which were issued primarily for the purpose of raising sufficient capital to help mitigate liquidity risk.
Our capital provision assets typically require significant capital contributions with little or no immediate return and no guarantee of return or repayment. To manage liquidity risk, we finance assets with a range of anticipated lives and hold marketable securities which can be readily realized to meet those liabilities and commitments.
Our capital provision assets typically require significant capital contributions with little or no immediate return and no guarantee of return or repayment.
December 31, 2024 ($ in thousands) Floating Fixed Total Assets Less than 3 months 469,930 22,881 492,811 3 to 6 months — 23,057 23,057 6 to 12 months — 8,544 8,544 1 to 2 years — 12,009 12,009 Greater than 2 years — 678,110 678,110 Liabilities 6 to 12 months — 129,432 129,432 1 to 2 years — 219,257 219,257 Greater than 2 years — 1,435,000 1,435,000 Net asset/(liabilities) 469,930 (1,039,088) (569,158) December 31, 2023 ($ in thousands) Floating Fixed Total Assets Less than 3 months 220,549 11,571 232,120 3 to 6 months — 16,795 16,795 6 to 12 months — 29,830 29,830 1 to 2 years — 12,272 12,272 Greater than 2 years 76,887 163,296 240,183 Liabilities 1 to 2 years — 180,000 180,000 Greater than 2 years — 1,383,073 1,383,073 Net asset/(liabilities) 297,436 (1,329,309) (1,031,873) 83 Table of Contents
December 31, 2025 ($ in thousands) Floating Fixed Total Assets Less than 3 months $ 566,437 $ 45,109 $ 611,546 3 to 6 months — 27,946 27,946 6 to 12 months — 24,424 24,424 1 to 2 years — 189 189 Greater than 2 years — 554,026 554,026 Liabilities 6 to 12 months — — — 1 to 2 years — 218,641 218,641 Greater than 2 years — 1,935,000 1,935,000 Net asset/(liabilities) 566,437 (1,501,947) (935,510) December 31, 2024 ($ in thousands) Floating Fixed Total Assets Less than 3 months $ 469,930 $ 22,881 $ 492,811 3 to 6 months — 23,057 23,057 6 to 12 months — 8,544 8,544 1 to 2 years — 12,009 12,009 Greater than 2 years — 678,110 678,110 Liabilities 6 to 12 months — 129,432 129,432 1 to 2 years — 219,257 219,257 Greater than 2 years — 1,435,000 1,435,000 Net asset/(liabilities) 469,930 (1,039,088) (569,158) 80 T a b l e o f C o n t e n t s
Removed
We may use forward exchange contracts from time to time to mitigate currency risk.
Added
To manage liquidity risk, we finance assets with a range of anticipated lives and hold marketable securities which can be readily realized to meet those liabilities and commitments. 77 T a b l e o f C o n t e n t s Marketable securities primarily consist of government securities, investment grade corporate bonds, asset-backed securities and mutual funds, all of which can be redeemed on short notice or be sold on an active trading market.