Burford insider filing: CEO purchase plus company match totals 89,206 phantom RSUs

Rhea-AI Filing Summary

Burford Capital Ltd (BUR) insider filing: Christopher P. Bogart, the company's Chief Executive Officer and a director, acquired a total of 89,206 phantom RSUs on 08/21/2025 under the Burford Capital Deferred Compensation Plan. The grant reflects a purchase of 66,904 phantom RSUs by Mr. Bogart and a company matching contribution of 22,302 phantom RSUs. Each Phantom RSU represents the economic equivalent of one ordinary share and may be settled in cash or ordinary shares. The phantom RSUs vest on August 11, 2027, contingent on Mr. Bogart's continued employment through that date. The filing lists an implied price of $13.60 and a total value figure of $1,913,457.08.

Positive

• CEO alignment with shareholders: CEO purchased Phantom RSUs and received a company match, increasing his economic stake tied to future performance.
• Retention incentive: Vesting on August 11, 2027 ties compensation to continued employment, supporting executive continuity.

Negative

• None.

Insights

Financial Analyst

TL;DR: CEO took a meaningful deferred-equity grant with company match, signaling retention focus and executive alignment with shareholders.

The transaction is a deferred compensation arrangement combining a personal purchase and a company match, totaling 89,206 Phantom RSUs that convert economically to ordinary shares. Vesting occurs in August 2027, which ties a portion of executive compensation to continued tenure and future company performance. The reported price and value (listed as $13.60 and $1,913,457.08) provide a sense of the notional economic exposure. For investors, this is a governance signal rather than an immediate change in capital structure because settlement may be in cash or shares and vesting is contingent.

Corporate Governance Expert

TL;DR: A matched, time‑vested phantom RSU grant is a standard retention tool that aligns CEO incentives with shareholder outcomes.

Structurally, the NQDC Plan award combines a CEO-funded component and a company match, which is consistent with best practices to demonstrate executive buy‑in while limiting upfront dilution. The two‑year vesting horizon (to August 11, 2027) emphasizes retention. Materiality is limited because Phantom RSUs may be paid in cash or shares and only become payable upon vesting, so immediate shareholder dilution or cash outflow is not certain.

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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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^*

BOGART CHRISTOPHER P

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive 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		89,206		(1)	(1)	Ordinary Shares	89,206	$13.6	1,913,457.08	D

Explanation of Responses:

1. Represents a purchase of 66,904.0 phantom RSUs ("Phantom RSUs") by Mr. Bogart under the Burford Capital Deferred Compensation Plan (the "NQDC Plan") and a matching contribution by the Company of 22,302.0 Phantom RSUs, which vest on August 11, 2027, in accordance with the NQDC Plan, subject to Mr. Bogart'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, 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 did Christopher Bogart report in the Form 4 for BUR?

Mr. Bogart reported acquisition of 66,904 Phantom RSUs purchased under the NQDC Plan and a 22,302 Phantom RSU company match, totaling 89,206 Phantom RSUs on 08/21/2025.

When do the phantom RSUs vest for Burford Capital's CEO?

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

What is a Phantom RSU as described in the filing?

Each Phantom RSU represents a contingent right to receive the economic equivalent of one ordinary share, payable in cash or ordinary shares under the NQDC Plan.

What monetary values are reported in the Form 4?

The filing lists an implied price of $13.60 and a total value figure shown as $1,913,457.08 for the reported Phantom RSUs.