BUR 10-K & 10-Q changes, risk factors and insider trading

▪Our business and operations could suffer if we are not able to prevent improper use or disclosure of, or access to, privileged informationinformation, underintellectual ourproperty controlor litigation or business strategy due to cybersecurity breaches, unauthorized use or theft.

▪If lawyers who prosecute and/or defend claims whichthat we have financed fail to exercise due skill and care, or theif their interests or those of their clients doare not alignaligned with ours, there may be a material adverse effect on the value of our legal finance assets.assets could be materially adversely affected.

▪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.

▪CybersecurityInformation systems risks could result in the loss of data, dissemination of confidential or privileged information, business interruptions or reputational damage, which could in our business or damage to our reputation andturn 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.loss.

▪We face certain riskrisks relating to our indebtedness and our ability to incur additional indebtedness.

It is difficult to predict the outcome of litigation, particularly complex commercial litigation of the type in which we specialize.finance. We typically advance capital to our counterparties on a non-recourse basis and are therefore entirely dependent on a positive, cash-generative outcome in the underlying litigation matter in order to recover our principal and earn a return. If our counterparty is unsuccessful in the underlying litigation matter, if the damages awarded in favor of our counterparty are less than we expect or if it is not possible to successfully enforce a favorable judgment, we could suffer a variety of adverse consequences, including the total loss of our deployed capital and, in some jurisdictions, liability for the adverse costs of the successful party to the litigation. In addition, to the extent we have provided insurance coverage in respect of adverse cost risk in the matter, a loss resulting from an adverse outcome would be compounded with additional adverse cost loss. Unfavorable outcomes in litigation matters we have financed could, individually or in the aggregate, have a material adverse effect on our business, financial condition, results of operations and/or liquidity.

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. There can be no assurance that we will be successful in sourcing suitable legal finance assets in a timely manner or at all or in sourcing a sufficient number of suitable legal finance assets to finance that meet our diversification, underwriting and other requirements. Our ability to select such legal finance assets depends on the availability of desirable financing opportunities, which is subject to market conditions, client demand, pricing, competition and other factors outside our control, including changes in regulations in various jurisdictions in which we operate and limitations on our ability to adequately investigate the merits of the matter or parties involved, among other things. A failure by us to identify and select suitable legal finance assets to finance 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 informationinformation, underintellectual ourproperty controlor litigation or business strategy due to cybersecurity breaches, unauthorized use or theft.

As described under “—Risks relating to cybersecurity, third-party service providers, information systems and data privacy and protection—CybersecurityInformation systems risks could result in the loss of data, dissemination of confidential or privileged information, business interruptions or reputational damage, which could in our business or damage to our reputation andturn 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 liquidityloss”, 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. 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. If our employees, third-party service providers or counterparties engage in misconduct or fail to follow appropriate security measures, the improper release or use of privileged information could result.

Our legal finance assets typically require significant advances of capital with no guarantee of return or repayment. It may be difficult or impossible to find willing buyers for these assets at prices we believe are representative of their underlying value or at all. Volatility in markets also could negatively impact the liquidity of our legal finance assets. Illiquid assets typically experience greater price volatility as a ready market does not exist and therefore they can be more difficult to value. In addition, the prices prospective buyers are willing to pay for illiquid assets may be more subjective than the prices for more liquid assets. 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 our legal finance assets may make it difficult for us to sell such assets if the need or desire arises. If we are required to liquidate all or a portion of our portfolio quickly, we may realize significantly less than the value at which we have previously recorded our legal finance assets in our consolidated financial statements. As a result, our ability to change the makeup of our portfolio of legal finance assets in response to changes in economic and other conditions may be relatively limited, which could adversely affect our business, financial condition, results of operations and/or liquidity.

If lawyers who prosecute and/or defend claims whichthat we have financed fail to exercise due skill and care, or theif their interests or those of their clients doare not alignaligned with ours, there may be a material adverse effect on the value of our legal finance assets.assets could be materially adversely affected.

We are particularlyhighly reliantdependent on the lawyers toresponsible prosecutefor prosecuting and/or defenddefending the claims whichthat we have financed to do so with due skill and care. If theysuch arelawyers unablefail to perform their services competently or unwilling to do thisdiligently for any reason, it is likely to have a material adverse effect on the value of ourthe related legal finance assets.assets Wecould be materially adversely affected. Although we typically evaluate the lawyers involved in any legal finance asset we underwrite, but we do not select such lawyers and/or we may have limited or no prior experience with suchthem. lawyers, and thereThere can be no assurance that such lawyers will perform with the skill and care consistent with our expectations or that the outcome of a case will be in linealign with our or thesuch lawyers’ assessment of the case or that such lawyers will perform withat the expected skill and care. As a mattertime of legal ethics, in most jurisdictions, we are also unable to prevent our counterparties from discharging the lawyers who were originally in place in a case and replacing them with lawyers who may be less capable.underwriting.

In addition,Furthermore, lawyers owe a duty to their clients as well as an overriding duty to the courts. We generally do not own or control athe claimclaims that we have financedfinance and, astherefore, a result, we willare not be the client of the law firm representing the claimant in a case that iswe thefinance. subjectAs ofa ourresult, commitment or financing. Accordingly, that law firmlawyers may be required to act in accordance with itstheir client’sclients’ instructions and interests rather than our own.ours. If the interests of the claimants in the cases we have financed are not aligned with ours, the actions oftaken theby lawyers representing such claimants could have a material adverse effect on the value of our legal finance assets and, therefore,consequently, on our business, financial condition, results of operations and/or liquidity.

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.

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. 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 20242025 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” for additional information with respect to our valuation policy and fair value of our capital provision assets. In addition to using a discounted cash flow model that can be sensitive to changes in interest rates, duration and other traditional valuation factors, the valuation policy assigns an updated risk adjustment,adjustment in prescribed percentages,percentages to the forecasted cash inflows based on the type of case (e.g., commercial litigation or patent), geography and case milestone. As a result, when there is an objective event in the underlying litigation that would cause a change in fair value, we reflect the positive or negative impact of such objective event through a fair value adjustment. Due to the illiquid nature of our capital provision assets, there is inherent valuation uncertainty in the assessment of fair value, and our valuation methodologies require us to make significant and complex judgments about legal and other matters that are intrinsically difficult to predict. As such, there is a risk that a case underlying one of our capital provision assets could experience a negative event even after a positive event that had previously resulted in a fair value adjustment in accordance with our valuation policy. This later event, in turn, could lower the value of such capital provision asset in our consolidated statements of financial condition and negatively impact related fair value adjustments recognized in our consolidated statements of operations in future periods.

Certain of our individual assets represent a significant portion of the fair value of our capital provision assets. We have one set of exposures onto the YPF-related assets that accounted for approximately 42%46% and 41%42% of the fair value of our capital provision assets as of December 31, 20242025 and 2023,2024, 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, 20242025 and 2023, respectively, with unrealized gains of $2.1 billion and $2.0 billion as of December 31, 2024 and 2023,2024, respectively. See “Management's discussion and analysis of financial condition and results of operations—Results of operations and financial condition—Fair value of capital provision assets—Fair value of YPF-related assets” for additional information with respect to the YPF-related assets.

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. For example, the Covid-19 pandemic adversely affected the global economy, disrupted global supply chains and created significant volatility in the financial markets. In addition, the Covid-19 pandemic disrupted the operation of courts around the world, causing delays in,in and elongation of the life of,of a number of our existing matters and slowdowns in new litigation activity. In turn, this resulted in lower cash proceeds from litigation resolutions in affected periods as courts around the world worked through these issues.

In the legal finance industry as in other industries, developments in AI technologies are rapidly evolving and uncertain in relation to their current and potential future applications, cybersecurity and privacy and data protection and the legal and regulatory frameworks within which they operate. The use of AI technologies in the legal finance industry business remains in its infancy, though we believe that ongoing development could continue to grow in benefit for our business, including by augmenting and enhancing our origination and underwriting. The legal industry in general and our business in particular have made increasing use of technological innovations over the past decade. We believe that we are well positioned relative to current market players or potential market entrants in the use of AI technologies in legal finance given our extensive database of dispute economics and outcomes. However, as AI technologies become further integrated into our business, the full extent of current or future risks related to AI technologies cannot be predicted. AI technologies could significantly disrupt the markets in which we operate and subject us to increased competition, legal and regulatory risks, reputational harm and compliance costs, which could have a material adverse effect on our business, financial condition, results of operations and/or liquidity. Some of our competitors may be more successful than us in the development and implementation of new AI technologies to address investor demands or improve operations. If we are unable to adequately advance our capabilities in these areas, or do so at a slower pace than others in our industry, we may be at a disadvantage.

WeOur intendintent to avail ourselves of the potential benefits, insights and efficiencies offered by the use of AI technologies,technologies whichmay present possible legal risks thatand cannotreputational beharm, fullywhich mitigated.could have a material adverse effect on our business, financial condition, results of operations and/or liquidity. Data in models that AI technologies utilize may contain a degree of inaccuracy and error, which could result in flawed algorithms. This could reduce the effectiveness of AI technologies and adversely impact us and our operations to the extent we and our third-party vendors rely on the work product of such AI technologies in such operations. 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.us or that such AI technologies could be compromised or vulnerable. For example, a user may input confidential information, including material nonpublic information or personally identifiable information, into AI technology applications, resulting in such information becoming part of a dataset that is accessible by third-party AI technology applications and users, including our competitors. Such actions could subject us to legal and regulatory investigations and/or actions. Furthermore, we may not be able to control how third-party AI technologies that we choose to use are developed or maintained or how data we input is used or disclosed, even where we have sought contractual protections with respect to these matters. The misuse or misappropriation of our data could have an adverse impact on our reputation and could subject us to legal and regulatory investigations and/or actions. In addition, should we communicate externally our development and use of AI technologies, we risk being accused of making inaccurate or misleading statements regarding our ability to avail ourselves of the potential benefits of AI technologies.

Regulations related to AI technologies may also impose on us certain obligations and costs related to monitoring and compliance. For example, the EU’s EU AI Act adopted in April2024 2023,places thenew Federalrequirements Tradeon Commission, the US Departmentproviders of Justice, the Consumer Financial Protection Bureau and the US Equal Employment Opportunity Commission released a joint statement on AI technologies demonstratingthat interestwill need to be addressed in monitoringalignment with various deadlines. Compliance with the development and use of automated systems and enforcement of their respective laws and regulations. In October 2023, then-President Biden signed an executive order that established new standards forEU AI safetyAct, andalong security.with Inany additionforthcoming to the regulatory framework in the United States, the European Union is in the processregulations of introducing a new regulation applicable to certain AI technologies and the data used to train, test and deploy them, which, if enacted, could impose significant requirements on both the providers and deployers of AI technologies.

Companies across industries face increasing scrutiny from clients, regulators, investors and other stakeholders related to their ESG practices and disclosures, and governments and regulators as well as investor advocacy groups, investment funds and influential investors are also increasingly focused on these issues, especially as they relate to the environment, health and safety, diversity, equity, inclusion, labor conditions and human and civil rights. Further, there is increased public awareness and concern regarding global climate change. As a result, our ESG practices or disclosure or the ESG practices or disclosure of any parties to whom we provide capital may be damaging to our business. 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. There are also increasingly competing views about these areas in different jurisdictionsjurisdictions, and it may prove to be difficult or impossible to reconcile those views in a way that is satisfactory to all stakeholders. New laws and regulations in these areas have been proposed, and in some cases adopted, and the criteria used by regulators and other relevant stakeholders to evaluate our ESG practices or disclosures are, and will continue to, change and evolve, including in ways that may require us to undertake costly initiatives or operational changes. Any failure or perceived failure to adhere to our public statements, comply with ESG laws and regulations or meet evolving and varied stakeholder expectations and standards could result in sales of our securities and declines in their market price, which could impact our ability to access capital markets and could in turn have a material adverse effect on our business, financial condition, results of operations and/or liquidity.

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.assets. The types of claims made against us in lawsuits include claims for compensatory damages, punitive and consequential damages or injunctive relief. When we finance cases against sovereigns, there is the further risk of retaliatory criminal investigation or prosecution, and we have been the subject of such actions in the past. In general, purported securities class action litigation has been instituted against companies following periods of volatility in the overall market and in the price of a company’s securities,securities. We have been subject in the past, and wemay havebe previouslysubject beenin the subjectfuture, of one purportedto class action litigation of this nature. Although that litigation was withdrawn, we may be subject to similar litigation in the future,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. Any of these developments could materially adversely affect our business, financial condition, results of operations and/or liquidity.

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 theour Managementmanagement Committeecommittee and the Commitments Committee. Our success is therefore contingent upon our ability to retain certain members of our management and other key personnel and to compensate them appropriately and competitively relative to the major law firms from which they have typically come and the potential pressures on such compensation levels from the public markets. 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. 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.

▪International hostilities, military actions (including the Ukraine War andWar, the conflict in Israel and Gaza and the conflict in Venezuela), international terrorist or cyber-terrorist activities and infrastructure disruptions

▪Difficulties in attracting and retaining qualified international management and/or personnel

The change in the US government to the Trump administration has resulted in uncertainty regarding potential changes in regulations, fiscal policy, social programs, immigration policy, domestic and foreign relations and international trade policies. Further, anti-American sentiment could harm the reputation and success of US companies doing business abroad. Our ability to respond to these developments or comply with any resulting new legal or regulatory requirements, including those involving economic sanctions, could increase our costs of doing business, reduce our financial flexibility and otherwise have material adverse effect on our business, financial condition, results of operations and/or liquidity.

One of our five series of debt securities outstanding as of the date of this 2024 Form 10-K is denominated in pound sterling, and someSome of our legal finance contracts and intercompany loans are denominated in local currencies. Fluctuations in the value of the US dollar and foreign currencies, particularly pound sterling, may affect our results of operations when translated into US dollars. 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. The use of such hedging activities may not offset any or more than a portion of the adverse financial effects of unfavorable movements in foreign exchange rates over the limited time the hedges are in place. Moreover, the use of hedging instruments may introduce additional risks if we are unable to structure effective hedges.

We structure our financings on a case-by-case basis in consultation with our professional advisers andin seekorder 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. Accordingly, there can be no assurance that an applicable taxing authority will accept our position on the tax treatment of a particular financing arrangement or the structures we employ. If an applicable tax authority was to successfully maintain a different position, the value of our assets could be adversely affected, we could be subject to additional tax liability or both. In addition, tax laws and regulations are under constant development and often subject to change as a result of government policy or case law developments, frequently with retroactive effect, and such changes in applicable tax laws could adversely affect the taxation of us or our assets.

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 isare 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. In various jurisdictions, there are prohibitions or restrictions in connection with financing claims (known in many common law jurisdictions as maintenance, and a form of maintenance, called champerty) or the assignment of, or other economic participation in, legal claims. 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 20242025 Form 10-K that the contracts underlying our legal finance assets are valid. However, such case law may be overruled or the statutory and other laws in the State of New York or other jurisdictions could be amended to include additional prohibitions or restrictions, which may adversely affect our business. The ability to participate financially in a lawyer’s fees is also limited in certain jurisdictions (including by ethical rules prohibiting a lawyer from sharing fees with non-lawyers). Such prohibitions and restrictions are governed by the laws, regulations and rules of each relevant jurisdiction and vary in degrees of strength and enforcement in different state, federal or non-US jurisdictions. 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. 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.

In addition, politicians, advocacy groupsgroups, corporate defendants and media reports have, in the past, advocated and may continue to advocate action to restrict legal finance. Some jurisdictions have enacted or are considering enacting laws, regulations or rules requiring the disclosure of litigation financing or other non-prohibitory regulation. Such laws, regulations or rules or other future laws, regulations or rules may deter parties from engaging us, result in a reduction in the overall number of potential legal finance assets and/or adversely affect the value of legal finance assets already in existence in such jurisdictions.

The laws, regulations, rules and supervisory guidance and policies applicable to our business activities are subject to regular modification and change, including by institutions such as US state and federal legislatures, bar associations, courts and other US and non-US legislative, regulatory, judicial or advisory bodies. For example, in the United States, legislation has been introduced in the US Congress in multiple sessions that would require litigantsvarious totypes “produceof forregulation inspectionof andlitigation copying” any legal financing agreements creating contingent rights to payment in class actions and multidistrict litigations.finance. Such legislation has notnever receivedpassed considerationeither beyondhouse introduction,of Congress, but we expect that the same or similar legislation will be introduced again in the future. In addition, similar legislation is introduced in various US state legislatures from time to time. In addition, some newer entrants to the market, such as Singapore and Hong Kong, have also enacted regulatory regimes largely focused on capital adequacy and constraining abusive behavior. Further,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. In Germany, there is no statutory regulation of legal finance, with market practice instead shaped by general civil law principles and professional rules, and we expect additional Supreme Court guidance in the course of 2026 on the permissible use of assignment models in complex antitrust and cartel damages litigation. Furthermore, other markets, such as Singapore and Hong Kong, have also enacted regulations largely focused on capital adequacy and constraining abusive behavior.

The SEC has adopted amendments to existing rules under the Investment Advisers Act that will impact our asset management business. TheFirst, firstthere is an amended rule relatesrelating to the Form PF, which is a regulatory filing made to the SEC by investment advisers to private funds. The second amended rule imposes several new privacy-related protections for consumers of financial institutions, which includes investment advisers. In addition,Additionally, the US Department of Treasury’s Financial Crimes Enforcement Network adopted a final rule that will require investment advisers to implement an anti-money laundering program. The amendedThese 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.

CybersecurityInformation systems risks could result in the loss of data, dissemination of confidential or privileged information, business interruptions or reputational damage, which could in our business or damage to our reputation andturn 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.loss.

Our information systems and those of the third parties that we may engage from time to time may fail to operate properly or become disabled as a result of tampering or a breach of our network security systems or otherwise, or as a result of tampering or a breach of our third parties’ network security systems or as a result of any hardware or software bugs unrelated to any tampering or breach of our or our third parties’ network security systems. In addition, our information systems and those of our third parties face ongoing cybersecurity threats and cyberattacks. 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. Cyberattacks and other securitycybersecurity threats could originate from a wide variety of external sources, including cyber criminals, nation state hackers, hacktivists and other outside parties. Cyberattacks and other securitycybersecurity threats could also originate from the malicious or accidental acts of insiders, such as employees. In addition, there is an increased risk that we may experience cybersecurity-related incidents as a result of our employees, third-party service providers or other third parties working remotely on less secure systems and environments. 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. Retaliatory acts by foreign governments in response to Western sanctions could include cyberattacks that could directly or indirectly impact our business. We face increased frequency and sophistication of cybersecurity threats, with cyberattacks ranging from those common to businesses generally to those that are more advanced and persistent and that may target us and our third parties because we hold significant privileged information about our legal finance assets. As a result, we and our third parties may face a heightened risk of a cybersecurity incident or disruption with respect to such privileged information. 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 recognizedknown until successful. 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, aas disruptionwell of our business,as liability to our shareholders and/or private funds and private fund investors, regulatory intervention or reputational damage.investors. Furthermore, if we fail to comply with relevant laws, rules and regulations, it could result in regulatory investigations and penalties, which could lead to negative publicity and reputational harm and may cause our shareholders and/or private fund investors and counterparties to lose confidence in the effectiveness of our security measures.

We collect, store and process personal information about individuals, including employees, contractors and third-party service providers as well as suppliers, agents, clients, investors and counterparties. This information is increasingly subject to a range of US and international laws, rules and regulations relating to data privacy and protection laws and regulations, including the California Consumer Privacy Act, the California Privacy Rights Act, the UK General Data Protection Regulation, the UK Data Protection Act 2018, the Data Protection (Bailiwick of Guernsey) Law, 2017, the EU General Data Protection Regulation and the DIFC Data Protection Law No. 5 of 2020.protection. Additional data privacy and protection laws and regulations may come into effect in the United States on a state-by-state basis or worldwide that could potentially impact our business. While we have invested and continue to invest resources to comply with data privacy and protection laws and regulations, many of these laws and regulations are new, complex and subject to interpretation. To maintain compliance with these laws and regulations, we may incur increased costs to continually evaluate and modify our policies and processes and to adapt to new legal and regulatory requirements. A failure to comply with data privacy and protection laws and regulations could result in negative publicity, damage to our reputation, regulatory investigations, penalties or significant legal liability. Furthermore, our business and operations could also be adversely affected if legislation or regulations are expanded to require changes in our business practices or if governing jurisdictions interpret or implement their legislation or regulations in ways that negatively affect our business.

We have significant debt service obligations. Our ability to make principal or interest payments when due on our indebtedness and to fund our ongoing operations will depend on our future performance and our ability to generate cash, which is subject to general economic, financial, competitive, legislative, legal, regulatory and other factors, many of which are beyond our control. In addition, our cash flows largely depend on the outcome of litigation matters to which we have made a capital commitment. Such outcomes are inherently uncertain, and it is difficult to accurately forecast our cash flows for any future period. While the interest payment dates on our debt obligations are fixed, the cash inflows from litigation matters fluctuate materially. In addition, the trust deeds and the indentures governing our indebtedness contain various covenants, including the requirement to maintain a certain leverage ratio in the case of the trust deeds.covenants. If we are unable to comply with these covenants, payment on our indebtedness may become due early. If we do not have sufficient cash at the required time, we may have difficulty meeting our payment obligations under our existing indebtedness.

At the maturity of the obligations under our outstanding indebtedness and any other indebtedness that we may incur in the future, if we do not have sufficient cash flows from operations and other capital resources to pay our debt obligations or to fund our other liquidity needs, or if we are otherwise restricted from doing so due to corporate, tax or contractual limitations, we may be required to refinance our indebtedness. 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, activitiesactivities, capital expenditures or capitalgrowth expenditures,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. There can be no assurance that we would be able to accomplish any of these alternatives on a timely basis or on satisfactory terms, if at all, or that those actions would secure sufficient capital to meet our obligations under our indebtedness.

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. However, the Board of Directors may review our dividend per ordinary share level from time to time.

The market price of our ordinary shares could decline as a result of issuances of securities (including our ordinary shares) by us or sales by our existing shareholders of ordinary shares in the market, or the perception that such issuances or sales could occur. Sales of our ordinary shares by shareholders may make it more difficult for us to sell equity securities at a time and price that we deem appropriate. See note 18 (Share-based and deferred compensation) to our consolidated financial statements contained in this 20242025 Form 10-K for information with respect to our ordinary shares issued, and available for future grants, under theour LTIP.equity-based incentive compensation plans. Issuances or sales of substantial numbers of our ordinary shares, or the perception that such issuances or sales could occur, may adversely affect the market price of our ordinary shares.

We are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as amended, the listing requirements of the NYSE and other applicable securities rules and regulations. In addition, asAs of June 30, 2024, we determined that we no longer qualify as a “foreign private issuer” as defined under the Exchange Act.Act As a result,and, effective as of January 1, 2025, we werebecame no longer eligiblesubject to use the rules designed for foreign private issuers and are required to comply with the reporting regime that applies to US domestic public companies.companies Inlisted particular,on wethe areNYSE. requiredThis requires us to file with the SEC periodic and current reports and registration statements on US domestic public company forms,forms whichthat 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 tomust comply with, among other things, US proxy requirements and Regulation FD. In addition, our officers, directors and principal shareholders are subject to the beneficial ownership reporting and short-swing profit recovery requirements under Section 16 of the Exchange Act. We are also no longer eligible to rely upon exemptions from corporate governance requirements that are available to foreign private issuers or to benefit from other accommodations for foreign private issuers under the rules of the SEC or the NYSE, as applicable, and have modified certain of our policies to comply with good governance practices applicable to US domestic public companies.

Compliance with these rules and regulations has increased and,our legal and financial compliance costs, especially following our loss of the foreign private issuer status has further increased, our legal and financial compliance costs,status, making certain activities more difficult, time-consuming and costly and increasing demand on our systems and resources. As a result of the complexity involved in complying with the rules and regulations applicable to US domestic public companies, our management’s attention may be diverted from other business concerns, which could adversely affect our reputation, prospects, business, financial condition, results of operations and/or liquidity. These factors could also make it more difficult for us to attract and retain qualified senior management and members of the Board of Directors.

In addition, changing laws,Laws, regulations and standards relating to corporate governance, ESG matters and public disclosure arecontinue creatingto uncertainty for US domestic public companies, increasing legalevolve and financial compliance costs and making certain activities more difficult, time-consuming and costly. These laws, regulations and standards are subject to varying interpretations, inwhich manycan casescreate dueongoing touncertainty, theirnecessitate lackrevisions of specificity and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions toour disclosure and governance practices.practices and increase costs. If our compliance efforts to comply with new laws, regulations and standards differ from the activitiesexpectations intendedof by regulatoryregulators or governing bodiesbodies, duewe tocould ambiguities related to their application and practice, regulatory and governing bodies may initiateface legal proceedings againstor us,other adverse actions, which could have a material adverse effect on our business, financial condition, results of operations and/or liquidity.

Furthermore, we expect 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. 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.

TheIf materialwe weaknessare identifiedunable into satisfy the requirements of the Sarbanes-Oxley Act or if our internal control over financial reporting and the determination that our internal control over financial reporting and disclosure controls and procedures wereis not effective could impact investors’ views oneffective, the reliability of our consolidated financial statements,statements may be impacted, resulting in loss of investor confidence, shareholder litigation or adverse regulatory consequences, any of which could cause the market value of our ordinary shares or debt securities to decline or impact our ability to access the capital markets.markets

ThereUnder the PCAOB auditing standards applicable to us as a reporting company under the Exchange Act, a “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our consolidated financial statements will not be prevented or detected on a timely basis. 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. We have successfully remediated the material weakness as of December 31, 2025. See “Controls and procedures” for additional information with respect to the remediation of this material weakness. While the remediation efforts have been effective, there can be no assurance that the material weakness discussed abovewe will benot remediated on a timely basis or at all, or thatidentify additional material weaknesses will not be identified in the future.future Ifor we are unablefail to remediatemaintain thean materialeffective weakness,control ifenvironment. 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. This could in turn subject us to shareholder litigation or adverse regulatory consequences, including sanctions by the SEC or violations of the applicable listing rules of the NYSE, which may result in a breach of the covenants under our existing or future debt instruments. 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. 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.

The following discussion and analysis of our financial condition and results of operations is for the year ended December 31, 2024,2025, as compared to the year ended December 31, 2023.2024. This discussion should be read in conjunction with our consolidated financial statements and the accompanying notes thereto contained elsewhere in this 20242025 Form 10-K.

The discussion and analysis of our financial condition and results of operations for the year ended December 31, 2024, as compared to the year ended December 31, 2023, can be found in the “Management's discussion and analysis of financial condition and results of operations of Burford for the year ended December 31, 2023, as compared to the year ended December 31, 2022, can be found in the “Operating and financial review and prospects” section of our annual report on Form 20-F10-K for the year ended December 31, 2023,2024, which was filed with the Securities and Exchange Commission on March 28,3, 2024.2025.

Our portfolio returns are driven by judicial activity, and we believe these returns are generally uncorrelated to market conditions or the performance of the overall economy. The most direct impact of economic and market conditions on our business relates to our cost of debt and ease of access to corporate debt capital markets, as well as movements in market rates that cause adjustments to the discount rates applied in the fair value of our assets and that impact our quarterly revenue recognition in accordance with US GAAP. We believe that we maintain healthy access to corporate debt capital markets, supported by a credit rating upgrades from Moody’s in the second quarter of 2025 and from S&P that was upgraded in the third quarter 2024,of 2025 and a positive rating outlook status from Moody’s as ofdemonstrated theby datesuccessful ofdebt thisofferings 2024in Form-10K.July 2025 and January 2026. Overall, we believe our business model is particularly resilient to economic and market cycles due to the nature of the assets that drive our revenues and cash flow.

More broadly, economic conditions can have an impact on the amountvolume and type of litigation that we may consider financing. For example, increased rates of corporate insolvencies can lead to opportunities to finance litigation relating to or arising out of insolvencies and bankruptcies; higher interest rates or other forms of economic stress can cause businesses to act illegally (such as to conspire to fix prices), leading to financeable claims; and pressure from shareholders and markets can lead to the commission of securities fraud and other suchsimilar acts, again leadingresulting toin financeable claims.

Court systems and other forms of adjudication have returned to functionality in the aftermath of the Covid-19 pandemic. In general, courtcourts activity hashave continued to work through the case backlog caused by the Covid-19 pandemic and, during the year ended December 31, 2024,2025, we have observed continuing portfolio activity. Nevertheless, some court systems continue to face backlogs, delaying adjudication. Inevitably, some of our matters (and thus our cash realizations from them) in jurisdictions impacted by court backlogs have been slowed by these dynamics.dynamics, Weand we saw impact from that in our 2025 financial results as extensions of expected duration reduced the fair value of certain assets. In some cases, we are often protected on duration risk, however,because as manysome of our assets have time-based terms that increase our absolute returns as time passes, we consider delays to be deferral of income rather than its permanent diminution.passes. We have not seen the discontinuance of any matters. Of our concluded matters since June 2021, we have observed a higher incidence of pre-adjudication settlements as a proportion of aggregate realizations in comparison to the period from our inception to June 2021. We do not yet know whether this is an effect of the Covid-19 pandemic or a lasting trend.

Litigation outcomes stand apart from the remainder of the conventional credit universe because they do not arise as a result of a contractual relationship between the judgment debtor and creditor, unlike essentially all other forms of credit obligation. Thus, for example, for a debtholder toseeking recoverrecovery on a defaulted debt,debt theremust aretake many steps, typically involving notice, a cure period and usually a subsequent judicial or insolvency proceeding that will generally sweep in other creditors, resulting in a meaningful risk of the debt being impaired or compromised. By contrast, a judgment creditor has immediate and unfettered rights of action, for example, to seize assets and garnish cash flows, meaning that a judgment creditor often has substantial leverage and ability to secure payment of a judgment against even a financially distressed judgment debtor as long as the judgment debtor does not seek protection from creditors in a formal insolvency proceeding.

To the extent that the claimant in a matter we are financing becomes insolvent, insolvency proceedings typically provide for the continued prosecution of claims given that the claim is a valuable contingent asset, the recovery of which is in the best interests of the claimant’s stakeholders, and we are often a secured creditor with respect to the litigation we are financing. Nevertheless, a claimant’s insolvency may introduce delay in the underlying litigation while the insolvency process unfolds. ToJudgment thecreditors extentare thattypically unsecured creditors, and should the defendant in a matter we are financing becomesbecome 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.

In this section, any references to 20242025 refersrefer to the year ended December 31, 20242025, and any references to 20232024 refersrefer to the year ended December 31, 2023.2024.

Fair value adjustments, net of previously recognized unrealized gains/(losses) transferred to realized gains, are affected by a number of factors, including changes in discount rate, duration and litigation risk premium, the reversal of previously recognized unrealized gains upon conclusion of a matter and its transfer to realized gains and actual performance of matters as they pass through milestones. All of those factors contributed to the net change in unrealized gain of $185.6 million for the year ended December 31, 2025 as compared to a net change in unrealized gain of $128.0 million for the year ended December 31, 20242024, aswith comparedthe to an unrealized gainpassage of $1.1time billion forand the yearrelative endedmovement Decemberin 31,discount 2023,rates which included $127.2 million and $820.0 million for YPF-related assets for 2024 and 2023, respectively. Excludinghaving the fairlargest value adjustmentsimpacts on the YPF-relatedchange assetsyear forover both 2024year and 2023,the fairTurnover valueOrder adjustments,(as netdefined of previously recognized unrealized gains/(lossesbelow) transferred to realized gains, decreased 100% year-over-year, largely impacted byhaving the transferlargest ofimpact previouslyon recognizedan unrealizedindividual gainsmatter toduring realized gains from the realizations of certain assets that occurred in 2024.2025.

As part of our fair value methodology, we discount the expected future cash flows. If discount rates had remained unchanged from December 31, 2023,2024, applying those same rates to the portfolio atas of December 31, 20242025, fair value would have been approximately $8.7$106.8 million higherlower than as reported. The weighted average discount rate across the portfolio slightly decreased to 6.1% as of December 31, 2025, from 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”. Fair value is also impacted by changes in the adjusted risk premium, which was slightly updown at 31.1% as of December 31, 2025, from 31.4% as of December 31, 2024, from 30.2% as of December 31, 2023.2024. The impact of the addition of newly acquired or originated capital provision assets during the period (which generally have higher risk premiums at the start of the capital provision asset’s life) was offset by net favorable developments across the rest of the portfolio.

Third-party interests in capital provision assets reduced capital provision income by $42.4$99.1 million for the year ended December 31, 2024,2025, as compareddue to a $279.3 million reduction for the year ended December 31, 2023. While increases in the fair value of the YPF-related assets drive offsetting reductions due to the third-party interests in that matter, those increases were considerably smaller in 2024, given the absencebecause of the 2023progression eventscloser thatto droveour fairexpected valueconclusion increasesdate and a decrease in thatdiscount year.rates. The year-over-year change was also impacted by the Turnover Order.

Marketable securities income and interest increased 105%15% for the year ended December 31, 2024,2025, mainlyprimarily driven by higherinterest income earned from ourhigher cash and cash equivalents,equivalents primarilyand duemarketable to larger averagesecurities balances and higherthe interestimpact ratesof throughoutthe 2024,appreciation asof comparedthe topound 2023.sterling against the US dollar in our non-USD holdings, partially offset by lower US yields.

See “Risk Factors” in the 2025 Form 10-K for a discussion of potential risks and uncertainties that could materially and adversely affect our business, financial condition, results of operations and/or liquidity. WeIn addition, we have amended one of those risk factors in the 1Q26 Form 10-Q as set forth below. As of the date of this Form 10-Q, there have been no material changes to the risks and uncertainties disclosed in the 2025 Form 10-K and the 1Q26 Form 10-Q.

The risks and uncertainties disclosed in the 2025 Form 10-K10-K, the 1Q26 Form 10-Q and in this Form 10-Q are not the only risks and uncertainties facing us, and additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, financial condition, results of operations and/or liquidity. We may disclose changes to such risks and uncertainties or disclose additional risks and uncertainties from time to time in our future periodic filings with the SEC.

Previously, certain of our individual assets represented a significant portion of the fair value of our capital provision assets. As of December 31, 2025 and 2024, respectively, one set of exposures to the YPF-related assets accounted for approximately 46% and 42% of the fair value of our capital provision assets. 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. As a result of the YPF Judgment Reversal in March 2026, and consistent with our valuation policy, we recorded a substantial write-down of the fair value of the YPF assets as of March 31, 2026. See “Management's discussion and analysis of financial condition and results of operations—Results of operations and financial condition—Fair value of capital provision assets—Fair value of YPF-related assets” for additional information with respect to the YPF-related assets.

The following discussion and analysis of our financial condition and results of operations is intended to convey management’s perspective with respect to our operating and financial performance for the three and six months ended MarchJune 31,30, 2026 and 2025. It should be read in conjunction with the unaudited condensed consolidated financial statements and the accompanying notes thereto contained elsewhere in this Form 10-Q and the audited consolidated financial statements and the accompanying notes thereto contained in the 2025 Form 10-K.

In addition, the following discussion and analysis contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed below. Factors that could cause or contribute to such differences include those identified below and those discussed under “Risk Factors” in this Form 10-Q and10-Q, the 2025 Form 10-K.10-K and the Q126 Form 10-Q.

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

More broadly, economic conditions can have an impact on the volume and type of litigation that we may consider financing. For example, increased rates of corporate insolvencies can lead to opportunities to finance litigation relating to or arising out of insolvencies and bankruptcies; higher interest rates or other forms of financial or economic stress can cause businesses to act illegally (such as to conspire to fix prices) leading to financeable claims; and pressure from shareholders and marketsother market participants can lead to the commission of securities fraud and other similar acts, again resulting in financeable claims.

During the three and six months ended MarchJune 31,30, 2026, military action in the Middle East, geopolitical tensions and ongoing disruption to global trade drove significant volatility in global financial markets. We do not expect this volatility to have a significant impact on the performance of our legal finance portfolio or our financial results. More generally, tighter financial conditions and a weakening of gross domestic product would typically cause the incidence of corporate disputes and associated litigation to increase, although it is usual for thisany impact to occur with a lag.

Court systems and other forms of adjudication have returned to functionality in the aftermath of the Covid-19 pandemic. In general, courts have continued to work through the case backlog caused by the Covid-19 pandemic and, during the three and six months ended MarchJune 31,30, 2026, we have observed continuing portfolio activity. Nevertheless, some court systems continue to face backlogs, delaying adjudication. Inevitably, some of our matters (and thus our cash realizations from them) in jurisdictions impacted by court backlogs have been slowed by these dynamics, and we saw impact from that in our financial results for the year ended December 31, 2025 as extensions of expected duration reduced the fair value of certain assets. In some cases, we are protected on duration risk, because some of our assets have time-based terms that increase our absolute returns as time passes. We have not seen the discontinuance of any matters. Of our concluded matters since June 2021, we have observed a higher incidence of pre-adjudication settlements as a proportion of aggregate realizations in comparison to the period from our inception to June 2021. We do not yet know whether this is an effect of the Covid-19 pandemic or a lasting trend.

To the extent that the claimant in a matter we are financing becomes insolvent, insolvency proceedings typically provide for the continued prosecution of claims given that the claim is a valuable contingent asset, the recovery of which is in the best interests of the claimant’s stakeholders, and we are often a secured creditor with respect to the litigation we are financing. Nevertheless, a claimant’s insolvency may delay the underlying litigation while the insolvency process unfolds. Judgment creditors are typically unsecured creditors,creditors andand, 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.

Set forth below is a discussion of our unaudited condensed consolidated results of operations for the three and six months ended MarchJune 31,30, 2026 and 2025 and our unaudited condensed consolidated financial condition as of MarchJune 31,30, 2026 and December 31, 2025, in each case, on a consolidated basis, unless otherwise noted.

In this section, any references to 2026 refer to the three or six months ended MarchJune 31,30, 2026, as applicable, and any references to 2025 refer to the three or six months ended MarchJune 31,30, 2025.2025, as applicable.

Unaudited condensed consolidated statements of operations for the three and six months ended MarchJune 31,30, 2026 as compared to the three and six months ended MarchJune 31,30, 2025

Total revenues decreased 42% for the three months ended MarchJune 31,30, 2026, partially offset by a 3% decrease in total operating expenses. The decrease in both total revenues andwas primarily due to a decrease in capital provision income arising mostly from lower fair value adjustments as described below, while the decrease in total operating expenses was primarily due to thelower YPFcompensation Judgmentand Reversal,benefits whichcosts resulted in (i) with respectrelated to total revenues, a capital provision loss, net of third-party interest, of $1.7 billion and (ii) with respect to total operating expenses, a decrease in long-term incentive compensation including accruals of $124.8 million and a decrease in case-related expenditures ineligible for inclusion in asset cost of $66.2 million. In addition, total revenues decreased, mainly due to a decrease in capital provision income, arising mostly from lower fair value adjustments, and total operating expenses decreased, mainly due to decreases in fair value driven compensation-related accruals, partially offset by an increase in case-related expenditures ineligible for inclusion in asset cost. The net result was $1.6$2.2 billionmillion in net lossincome attributable to Burford Capital Limited shareholders for the three months ended MarchJune 31,30, 2026,2026 as compared to net income of $30.9$88.3 million for the three months ended MarchJune 31,30, 2025.

For the three months ended MarchJune 31,30, 2026, net realized gains were $32.2$65.7 million, comprising $49.2$97.8 million of gross realized gains, offset by gross realized losses of $17.0$32.1 million. For the three months ended MarchJune 31,30, 2025, net realized gains were $67.6$40.3 million, comprising $84.0$53.1 million of gross realized gains, offset by gross realized losses of $16.4$12.8 million. The decreaseincrease in net realized gains was due to fewerhigher assetsindividual concludingfavorable conclusions in 2026 as compared to 2025,2025 awith variabilityno whichsingle isasset characteristicsignificantly ofimpacting ourthe business.result. Overall, net realized gains resulted from $101.3$149.0 million in realizations for the three months ended MarchJune 31,30, 2026 as compared to $288.8$90.1 million in realizations for the three months ended MarchJune 31,30, 2025, in light of the absence of a single large realization in the current period.2025.

Fair value adjustments during the period, net of previously recognized unrealized gains/(losses) transferred to realized gains/(losses), were affected by a number of factors, including changes in discount rate, duration and litigation risk premium, the reversal of previously recognized unrealized gains/(losses) upon conclusion of a matter and their transfer to realized gains/(losses) and actual performance of matters as they pass through milestones. All of those factors contributed to the netunrealized reduction in fair valuegain of $2.5$40.1 billionmillion for the three months ended MarchJune 31,30, 2026,2026 ofas which $2.4 billion was attributablecompared to the unrealized gain of $170.9 million for the three months ended June 30, 2025, with the reduction in YPF-related assets,assets primarily duecontributing to the impactlower ofunrealized thegain YPFvalue Judgmentin Reversal.2026.

As part of our fair value methodology, we discount the expected future cash flows. If discount rates had remained unchanged from DecemberMarch 31, 2025,2026, applying those same discount rates to the portfolio as of MarchJune 31,30, 2026, fair value would have been approximately $49.6$8.1 million higher than as reported. The weighted average discount rate across the portfolio increased to 6.7% as of June 30, 2026 from 6.6% as of March 31, 2026 from 6.1% as of December 31, 2025,2026, and interest sensitivities of the portfolio to assumed basis point changes in interestdiscount rates atas of each period end are disclosed in note 11 (Fair value of assets and liabilities ) to our unaudited condensed consolidated financial statements contained in this Form 10-Q. Fair value is also impacted by changes in the adjusted risk premium, which was up at 48.6% as of June 30, 2026 from 47.8% as of March 31, 2026 from 31.1% as of December 31, 2025.2026. Contributing to the higher risk premium during the period was the addition of newly acquired or originated capital provision assets (as capital provision assets generally have higher risk premiums at their outset) and the negative milestone for the YPF-related assets..

Third-party interests in capital provision assets reducedincreased capital provision lossincome by $0.8$1.1 billionmillion for the three months ended MarchJune 31,30, 20262026, as compared to a reduction of $20.8$43.3 million to capital provision income for the three months ended MarchJune 31,30, 2025,2025. ofThe whichperiod-over-period $0.8change billionreflected wasthe forproportionate decrease in the unrealized gain related to the YPF-related assetsassets, formainly associated with the threeYPF monthsJudgment ended March 31, 2026.Reversal.

Total operating expenses decreased to a credit of $150.1 million3% for the three months ended MarchJune 31,30, 2026, primarily due to lower compensation and benefits costs, mainly due to lower fair value driven compensation-related accruals andoffset lowerby the impact from employee departures. The decrease in total operating expenses was also partially offset by higher case-related expenditures ineligible for inclusion in asset cost.

Fair value driven compensation-related accruals decreased,decreased for the six months ended June 30, 2026, primarily due to a $124.8$124.5 million credit to long-term incentive compensation including accruals as a result of the YPF Judgment Reversal.

TheseThe expenditures include costs associated with ongoing capital provision assets that are not eligibledecrease for inclusion in the fairsix valuemonths ofended thoseJune assets30, and2026 arewas therefore expensed as incurred. Examples of the incurrence of such expenses include situations where we are effectively the claimant in a litigation matterprimarily due to the acquisition of assets or the assignment of a claim. As of March 31, 2026, we have deployed a cumulative $28.8 million of such costs in respect of capital provision assets that remain ongoing. The total expense for the three months ended March 31, 2026 was a credit of $42.7 million primarily as a result of the $66.2$66.9 million credit associated with the YPF Judgment Reversal related to accrued contingent fee arrangements associated with the EP Funds.Funds, The mainpartially offset to this credit isby an increase in thisother linecase itemcosts. inSuch 2026other ofcase costs include $23.0 million relating to the correction of certain costs that had been previously included within capital provision assets but that did not meet the applicable criteria for inclusion in the fair value of those assets. The impact of this correction was not material to 2026 or any prior periods. Compared to 2025, there was $4.3 million of such expenditures. While we report these costs as expenses for accounting purposes, we treat them for purposes of return and performance metrics as part of the asset’s cost basis in the same way that we treat traditional legal finance arrangements.

Case-relatedOther case-related expenditures ineligible for inclusion in asset cost also include fees paid to third parties when we have sought our own legal advice or expert opinion with respect to matters related to a capital provision asset. These expenses are expected to fluctuate period-over-period and accounted for $0.3$2.0 million and $0.3$1.4 million of total case-related expenditures ineligible for inclusion in asset cost for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and $2.4 million and $1.7 million for the six months ended June 30, 2026 and 2025, respectively.

Finance costs increased 47%46% and 46% for the three and six months ended MarchJune 31,30, 2026, respectively, primarily due to higher interest expense related to the issuance of the 2033 Notes in July 2025 and the 2034 Notes in January 2026, partially offset by the repayment at scheduled maturity of the aggregate outstanding principal amount of the 6.125% bonds due 2025 in August 2025 and the early redemption of the aggregate outstanding principal amount of the 2026 Bonds in January 2026.

Foreign currency transactions (gains)/losses and other expenses were lossesgains of $15.6$0.4 million for the three months ended MarchJune 31,30, 2026.2026, Thedue period-over-period change was primarily driven byto the realization,minimal upon the redemptionimpact of the 2026 Bonds, of accumulated foreign currency lossesexchange previouslyrate recorded in other comprehensive income.movements.

Benefit from income taxes was $2.4 million for the three months ended March 31, 2026, as compared to provisionProvision for income taxes ofdecreased $7.6 million83% for the threesix months ended MarchJune 31,30, 2025. The period-over-period change was2026, primarily duereflecting to a reductionchanges in overallthe taxablemix incomeof forearnings 2026.across taxing jurisdictions and the related tax effects, including changes in the valuation allowance. Cash taxes paid were $0.9$7.3 million and $0.4$21.2 million for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively.

Net income/(loss) attributable to non-controlling interests decreased 57% for the three months ended MarchJune 31,30, 2026, primarily reflecting non-controlling interests’ share of the decrease in capital provision income period-over-period. See “Capital provision income/(loss)” above for additional information with respect to the period-over-period change in the different components of capital provision income.

Unaudited condensed consolidated statements of financial condition as of MarchJune 31,30, 2026 as compared to December 31, 2025

Cash and cash equivalents increased 24%23% and marketable securities decreased 42%,44%, in each case, as of MarchJune 31,30, 2026. The net increase in cash and cash equivalents and marketable securities primarily reflects the issuance of the 2034 Notes,Notes and the proceeds received from capital provision assets and the impact from third-party net capital contributions,assets, partially offset by (i) the redemption of the 2026 Bonds andBonds, (ii) the funding of capital provision assets.assets and (iii) the impact from third-party net capital distributions.

Other assets increased 6%11% as of MarchJune 31,30, 2026, primarily due to tax prepayments and the acquisitions of equity method and other investments and from higher receivables.investments.

Due from settlement of capital provision assets increaseddecreased 9%26% as of MarchJune 31,30, 2026, primarily due to the relative level of new realizations, offset by the collection of receivables, during the threesix months ended MarchJune 31,30, 2026. Of the $164.8 million of due from settlement of capital provision assets receivables outstanding as of December 31, 2025, 39%62% was collected in cash during 2026.

Capital provision assets decreased 44%43% as of MarchJune 31,30, 2026, primarily due to the YPF Judgment Reversal and the impact of realizations, partially offset by continued deployments into capital provision assets.

The table below sets forth the fair value of capital provision assets, comprised of deployed cost and unrealized gains,gains/(losses), for the YPF-related assets and other assets as of the dates indicated.

On a consolidated basis, the aggregate fair value of our capital provision assets was $3.1$3.2 billion, the aggregate deployed cost was $2.5$2.6 billion and the aggregate unrealized gains were $0.6 billion, in each case, as of MarchJune 31,30, 2026. The increase of $44.6$67.8 million in deployed cost resulted from deployments during 2026, offset by the return of capital from realizations. See “—Unaudited condensed consolidated statements of operations for the three and six months ended MarchJune 31,30, 2026 as compared to the three and six months ended MarchJune 31,30, 2025—Revenues” above for additional information with respect to the change in unrealized gains, which was driven by this period’s fair value adjustment, net of previously recognized unrealized gains/(losses) transferred to realized gains/(losses).

Within total segments (Burford-only), the aggregate fair value of our capital provision assets was $2.2$2.3 billion, the aggregate deployed cost was $1.9 billion and the aggregate unrealized gains were $0.4 billion, in each case, as of MarchJune 31,30, 2026. The increase of $10.3$44.1 million in deployed cost resulted from deployments during 2026, offset by the return of capital from realizations. See “—Segments—Principal Finance segment—Gains from capital provision asset portfolio” for additional information with respect to the change in unrealized gains, which was driven by this period’s fair value adjustment, net of previously recognized unrealized gains/(losses) transferred to realized gains/(losses).

The determination of the fair value of the YPF-related assets is based on the same methodology that we use to value all our other capital provision assets. On a consolidated basis, the fair value of the YPF-related assets (both Petersen and Eton Park combined) was $150.1$160.4 million as of MarchJune 31,30, 2026. OurDuring 2026, our cost basis increased $3.8$8.0 million to $197.3$201.6 million and the unrealized gains decreased $2.4 billion to an unrealized loss of $47.2$41.2 million, during 2026.million. The increase in the cost basis was due to continued deployments, while the decrease in unrealized gains was driven by the impact of the YPF Judgment Reversal.

Within total segments (Burford-only), the fair value of the YPF-related assets (both Petersen and Eton Park combined) was $92.5$101.1 million as of MarchJune 31,30, 2026. OurDuring 2026, our cost basis increased $3.8$8.0 million to $121.4$125.6 million and the unrealized gains decreased $1.6 billion to an unrealized loss of $28.8$24.6 million, during 2026.million. The increase in the cost basis was due to continued deployments, while the decrease in unrealized gains was driven by the impact of the YPF Judgment Reversal.

As of Marcheach 31,of June 30, 2026 and December 31, 2025, approximately 63%65% of our legal finance undrawn commitments related to definitive commitments and approximately 37%35% related to discretionary commitments.

Our Asset Management and Other Services segment manages legal finance assets on behalf of third-party investors through private funds and provides other services to the legal industry, for both of which we receive fees. These fees are primarily reflected as asset management income, which is a secondary contributor to our total revenues. As of MarchJune 31,30, 2026, we operated eight private funds and three “sidecar” funds as an investment adviser registered with and regulated by the SEC.

Unaudited condensed consolidated statements of operations for the three and six months ended MarchJune 31,30, 2026 as compared to the three and six months ended MarchJune 31,30, 2025