BUR Form 4: GC Mark Klein Acquired 3,977.6 Phantom RSUs; Company Matched 1,326

Rhea-AI Filing Summary

Mark N. Klein, General Counsel and Chief Administrative Officer of Burford Capital Ltd (BUR), reported a transaction dated 08/21/2025. He purchased 3,977.6 phantom RSUs under the Burford Deferred Compensation Plan and the company made a matching contribution of 1,326.0 phantom RSUs, for a total of 5,303.6 Phantom RSUs. Each Phantom RSU represents the economic equivalent of one ordinary share and may be settled in cash or shares. The Phantom RSUs vest on August 11, 2027, subject to continued employment. The Form 4 shows 94,448.5 ordinary shares beneficially owned following the transaction and lists a price of $13.6. The filing is signed by Mr. Klein on 08/25/2025.

Positive

• Insider purchased 3,977.6 Phantom RSUs, increasing his economic stake in the company
• Company provided a matching contribution of 1,326.0 Phantom RSUs, reinforcing executive alignment with shareholders

Negative

• None.

Insights

Financial Analyst

TL;DR: Insider deferral and company match increase executive alignment but vesting delays limit immediate impact.

The reported purchase of 3,977.6 Phantom RSUs with a 1,326.0 Phantom RSU company match aligns the director/officer with shareholder outcomes by increasing his exposure to the company's ordinary shares economically. The total 5,303.6 Phantom RSUs are subject to vesting until August 11, 2027, so the near-term market impact is minimal. The price noted ($13.6) provides a reference point for the notional value of the award, but settlement may be in cash or shares, which affects future dilution and cash flows. Overall, this is consistent with standard executive compensation deferral practices and is not, by itself, materially informative about company fundamentals.

Corporate Governance Expert

TL;DR: Routine deferred-compensation transaction that strengthens pay-for-performance linkage but includes multi-year service condition.

The Form 4 discloses a deferred-compensation purchase plus a matching award from the company, reinforcing pay alignment without immediate share issuance. Vesting on August 11, 2027 imposes a continued-employment requirement that supports retention objectives. The instrument is a Phantom RSU, meaning settlement mechanics (cash or shares) will determine actual shareholder dilution and accounting treatment when paid. The disclosure is complete for the transaction and follows Section 16 reporting requirements.

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

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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^*

Klein Mark N.

(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)
	GC&ChiefAdministrative 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

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	(1)	08/21/2025		I		5,303.6		(1)	(1)	Ordinary Shares	5,303.6	$13.6	94,448.5	D

Explanation of Responses:

1. Represents a purchase of 3,977.6 phantom RSUs ("Phantom RSUs") by Mr. Klein under the Burford Capital Deferred Compensation Plan (the "NQDC Plan") and a matching contribution by the Company of 1,326.0 Phantom RSUs, which vest on August 11, 2027, in accordance with the NQDC Plan, subject to Mr. Klein's continued employment through such date. Each Phantom RSU represents a contingent right to receive the economic equivalent of one ordinary share, no par value, of the Company ("Ordinary Share"), which may be paid in cash or Ordinary Shares in accordance with the terms of the NQDC Plan.

	/s/ Mark N. Klein	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 exactly did Mark N. Klein report on Form 4 for BUR?

He reported a purchase of 3,977.6 Phantom RSUs and a company match of 1,326.0 Phantom RSUs on 08/21/2025, totaling 5,303.6 Phantom RSUs.

When do the Phantom RSUs reported by BUR's Mark Klein vest?

The Phantom RSUs vest on August 11, 2027, subject to Mr. Klein's continued employment through that date.

How many ordinary shares does Mark Klein beneficially own after the transaction?

The Form 4 shows 94,448.5 ordinary shares beneficially owned following the reported transaction.

What is the indicated price associated with the Phantom RSUs on the filing?

The filing lists a price of $13.6 associated with the Phantom RSUs.

Will the Phantom RSUs create immediate share dilution for BUR?

The instrument is a Phantom RSU and may be settled in cash or ordinary shares, so immediate dilution is not certain and depends on settlement elections and plan mechanics.