BUR Form 4 — Molot discloses LLC trust reallocations and 65,277.5 Phantom RSUs

Rhea-AI Filing Summary

Burford Capital Ltd director and Chief Investment Officer Jonathan Todd Molot reported multiple Section 16 transactions on August 21, 2025. The filing shows transfers of ordinary shares tied to interests in an LLC he manages: 21,034.8 ordinary shares were disposed and 21,034.8 shares were acquired (transaction code G) resulting in 6,000,000 shares beneficially owned by the LLC (indirect). Separately, 3,406,625 ordinary shares were disposed. Mr. Molot purchased 65,277.5 Phantom RSUs under the company deferred compensation plan with a company match of 21,760 Phantom RSUs; each Phantom RSU equals the economic equivalent of one ordinary share and vests August 11, 2027 at $13.60 per share equivalent. The filing explains trust and LLC ownership reallocations and disclaims beneficial ownership except for pecuniary interest.

Positive

• Disclosure of deferred-compensation purchase (65,277.5 Phantom RSUs) with company matching contribution (21,760 Phantom RSUs), showing alignment of executive pay with shareholder outcomes
• Clear explanation of trust and LLC ownership structure and specific percentage movements, improving transparency

Negative

• Large indirect ownership concentration held through LLC and family trusts (aggregate interests described), which may limit changes in control but concentrates economic exposure
• Significant disposals reported (3,406,625 ordinary shares disposed and other transfers), though the filing ties these to trust/LLC actions rather than open-market sales

Insights

Financial Analyst

TL;DR: Insider reallocation and deferred-compensation purchase alter indirect holdings but appear driven by estate/trust structuring and routine compensation.

The transactions reflect complex internal reallocation of LLC interests and trust distributions rather than an open-market purchase or sale driven by company-specific news. The acquisition of 65,277.5 Phantom RSUs with a 21,760 matching award increases the officer's deferred equity exposure and aligns compensation with shareholder outcomes; vesting is scheduled for August 11, 2027 and the filing cites a $13.60 per-share economic measure. The substantial aggregate indirect ownership via the LLC and family trusts (totaling 100% of LLC interests across multiple trusts) remains concentrated, with Mr. Molot disclaiming beneficial ownership beyond pecuniary interest. For investors, these are governance and compensation disclosures rather than operational signals.

Corporate Governance Expert

TL;DR: The filing documents changes in ownership structure and routine deferred-compensation activity with clear trust-based allocations.

The explanation clarifies that Mr. Molot is sole manager of the LLC and that distributions and contributions among grantor retained annuity trusts and irrevocable family trusts altered ownership percentages on August 21, 2025. The transfers include scheduled annuity payments returning specific percentages (2.2%, 7.9%, 12.6%) to Mr. Molot and a 22.7% contribution to a new grantor retained annuity trust. These are estate-planning and compensation plan mechanics; the Form 4 appropriately discloses indirect ownership and a disclaimer of beneficial ownership except for pecuniary interest. Impact on control or voting is not specified in the filing.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Molot Jonathan Todd

(Last) (First) (Middle)

C/O BURFORD CAPITAL LIMITED

OAK HOUSE, HIRZEL STREET

(Street)

ST. PETER PORT Y7 GY1 2NP

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Burford Capital Ltd [ BUR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Investment Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/21/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Ordinary shares, no par value ("Ordinary Shares")(1)	08/21/2025		G(1)		21,034.8	D	$0	6,000,000	I	By LLC(1)(2)(3)
Ordinary Shares	08/21/2025		G(1)	V	21,034.8	A	$0	6,000,000	I	By LLC(1)(2)(3)
Ordinary Shares								3,406,625	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom RSUs	(4)	08/21/2025		I		87,037.5		(4)	(4)	Ordinary Shares	87,037.5	$13.6	1,979,713.93	D

Explanation of Responses:

1. Mr. Molot serves as sole manager of the limited liability company (the "LLC"). Upon termination of a grantor retained annuity trust of which Mr. Molot was the sole annuitant, 0.350580% of the LLC's interests were distributed to an irrevocable family trust whose sole beneficiaries are Mr. Molot's children.

2. On August 21, 2025, (i) three grantor retained annuity trusts of which Mr. Molot is the sole annuitant returned to Mr. Molot 2.2%, 7.9% and 12.6% of the LLC's interests, respectively, in the form of scheduled annuity payments under the terms of such grantor retained annuity trusts and (ii) Mr. Molot contributed 22.7% of the LLC's interests to a new grantor retained annuity trust of which Mr. Molot is the sole annuitant.

3. All of the LLC's interests are owned by (i) five grantor retained annuity trusts of which Mr. Molot is the sole annuitant (such grantor retained annuity trusts own approximately 2.4%, 2.3%, 8.6%, 2.6% and 22.7% of the LLC's interests, respectively) and (ii) two irrevocable family trusts whose sole beneficiaries are Mr. Molot's children (such irrevocable trusts own approximately 57.2% and 4.2% of the LLC's interests, respectively). Mr. Molot disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

4. Represents a purchase of 65,277.5 phantom RSUs ("Phantom RSUs") by Mr. Molot under the Burford Capital Deferred Compensation Plan (the "NQDC Plan") and a matching contribution by the Company of 21,760.0 Phantom RSUs, which vest on August 11, 2027, in accordance with the NQDC Plan, subject to Mr. Molot's continued employment through such date. Each Phantom RSU represents a contingent right to receive the economic equivalent of one Ordinary Share, which may be paid in cash or Ordinary Shares in accordance with the terms of the NQDC Plan.

	/s/ Mark N. Klein, as attorney-in-fact	08/25/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What changes did Jonathan Molot report on Form 4 for BUR?

Mr. Molot reported LLC-related transfers on 08/21/2025, disposals of 3,406,625 ordinary shares, acquisitions/disposals of 21,034.8 shares (G code), and a purchase of 65,277.5 Phantom RSUs with a 21,760 matching award.

What are the Phantom RSUs purchased by the Burford CIO and when do they vest?

65,277.5 Phantom RSUs were purchased under the NQDC Plan with a 21,760 Phantom RSU company match; they vest on August 11, 2027 and each represents the economic equivalent of one ordinary share.

How much indirect ownership does the reporting filing attribute to the LLC?

The LLC beneficially owns 6,000,000 ordinary shares reported as indirect ownership by the filing; ownership of LLC interests is allocated among multiple grantor retained annuity trusts and irrevocable family trusts as described.

Did Mr. Molot claim direct beneficial ownership of the reported securities?

No. The filing states Mr. Molot disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest; he serves as sole manager of the LLC.

What transactional codes were used in the Form 4 and what do they indicate?

Transaction code G appears for certain transfers on 08/21/2025, indicating transactions pursuant to a Rule 10b5-1(c) trading plan or transactions in connection with gifts, trusts, or estate planning mechanics as presented in the explanation.