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Burford Capital (NYSE: BUR) CEO logs major RSU and PSU vesting, defers into Phantom RSUs

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(Neutral)
Form Type
4

Rhea-AI Filing Summary

Burford Capital Ltd Chief Executive Officer Christopher P. Bogart reported equity compensation activity, not open-market trading. On March 26, 2026, he exercised 107,568 RSUs and 82,829 PSUs into Ordinary Shares at a conversion price of $0.00 per share. According to his elections under Burford’s nonqualified deferred compensation plan, these vested awards were converted into 107,568 and 81,725 Phantom RSUs, each tracking one Ordinary Share. To satisfy tax withholding on vesting, 1,104 Ordinary Shares were withheld at $7.70 per share, which is a non‑market, tax-payment event. The filing also lists indirect holdings of Ordinary Shares held by a trust and LLCs in amounts of 375,000, 7,647,727 and 888,563 shares as of the reported date.

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Insider BOGART CHRISTOPHER P
Role Chief Executive Officer
Type Security Shares Price Value
Exercise RSUs 107,568 $0.00 --
Grant/Award Phantom RSUs 107,568 $0.00 --
Exercise PSUs 82,829 $0.00 --
Grant/Award Phantom RSUs 81,725 $0.00 --
Tax Withholding Ordinary shares, no par value ("Ordinary Shares") 1,104 $7.70 $9K
holding Ordinary Shares -- -- --
holding Ordinary Shares -- -- --
holding Ordinary Shares -- -- --
Holdings After Transaction: RSUs — 2,134,982.4 shares (Direct); Phantom RSUs — 2,242,550.4 shares (Direct); PSUs — 2,159,721.4 shares (Direct); Ordinary shares, no par value ("Ordinary Shares") — 0 shares (Direct); Ordinary Shares — 375,000 shares (Indirect, By Trust)
Footnotes (1)
  1. Represents satisfaction of tax withholding obligations by net settlement of Ordinary Shares upon vesting of performance-based restricted share units ("PSUs"). Represents an award of restricted share units ("RSUs") granted on March 22, 2023 that vested in full on May 3, 2025, due to the reporting person becoming retirement eligible under Burford Capital Limited's retirement policy in effect from time to time, with settlement to occur in the form of Ordinary Shares on a one-for-one-basis on the third anniversary of the grant date in accordance with the ordinary vesting schedule. Notwithstanding the foregoing, the reporting person has elected to defer receipt of 100% of Ordinary Shares deliverable upon the scheduled vesting date of the RSUs pursuant to the Burford Capital Deferred Compensation Plan (the "NQDC Plan"), resulting in the reporting person's receipt of 107,568 phantom RSUs ("Phantom RSUs"). The transactions reported in this Form 4 do not include transactions reported separately by Elizabeth O'Connell, the reporting person's spouse, who is also an executive officer of Burford Capital Limited. Represents the conversion of 107,568 RSUs into Phantom RSUs, on a one-for-one basis, under the NQDC Plan. Each Phantom RSU represents a contingent right to receive the economic equivalent of one Ordinary Share, which may be paid in cash or settled in an Ordinary Share in accordance with the terms of the NQDC Plan. Represents vesting of an award of PSUs granted on March 22, 2023 that vested at 77% of target level upon certification of achievement of the financial performance metrics. The reporting person has elected to defer receipt of 100% of Ordinary Shares deliverable upon vesting of the PSUs pursuant to the NQDC Plan, resulting in the reporting person's receipt of 81,725 Phantom RSUs. Represents the conversion of 81,725 PSUs into Phantom RSUs, on a one-for-one basis, under the NQDC Plan. Each Phantom RSU represents a contingent right to receive the economic equivalent of one Ordinary Share, which may be paid in cash or settled in an Ordinary Share in accordance with the terms of the NQDC Plan.
RSUs exercised 107,568 units RSUs converted into Ordinary Shares at $0.00 on March 26, 2026
PSUs exercised 82,829 units PSUs vested and converted into Ordinary Shares at $0.00 on March 26, 2026
Phantom RSUs from RSUs 107,568 units RSUs converted one-for-one into Phantom RSUs under NQDC Plan
Phantom RSUs from PSUs 81,725 units PSUs converted one-for-one into Phantom RSUs under NQDC Plan
Shares withheld for tax 1,104 shares at $7.70 Ordinary Shares withheld to satisfy tax obligations on vesting
Indirect trust holding 375,000 shares Ordinary Shares held indirectly by trust as of transaction date
Indirect LLC holdings 7,647,727 and 888,563 shares Ordinary Shares held indirectly by LLCs as of transaction date
RSUs financial
"Represents an award of restricted share units ("RSUs") granted on March 22, 2023"
RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.
PSUs financial
"Represents vesting of an award of PSUs granted on March 22, 2023"
PSUs are company shares promised to employees or executives that only become actual stock if the business hits specific performance targets over a set period. For investors, PSUs matter because they link pay to measurable outcomes — similar to a conditional bonus that converts into ownership — which can influence management decisions, dilution of shares, and signals about confidence in future results.
Phantom RSUs financial
"resulting in the reporting person's receipt of 107,568 phantom RSUs ("Phantom RSUs")"
NQDC Plan financial
"pursuant to the Burford Capital Deferred Compensation Plan (the "NQDC Plan")"
tax withholding obligations financial
"Represents satisfaction of tax withholding obligations by net settlement of Ordinary Shares"
SEC Form 4
FORM 4UNITED 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
Estimated average burden
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*
BOGART CHRISTOPHER P

(Last)(First)(Middle)
C/O BURFORD CAPITAL LIMITED
OAK HOUSE, HIRZEL STREET

(Street)
ST. PETER PORTGY1 2NP

(City)(State)(Zip)

GUERNSEY

(Country)
2. Issuer Name and Ticker or Trading Symbol
Burford Capital Ltd [ BUR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
03/26/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Ordinary shares, no par value ("Ordinary Shares")03/26/2026F1,104(1)D$7.70D
Ordinary Shares375,000IBy Trust
Ordinary Shares7,647,727IBy LLC
Ordinary Shares888,563IBy LLC
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
RSUs(2)03/26/2026M107,568 (2) (2)Ordinary Shares107,568$02,134,982.4D(3)
Phantom RSUs(4)03/26/2026A107,568 (4) (4)Ordinary Shares107,568$02,242,550.4D(3)
PSUs(5)03/26/2026M82,829 (5) (5)Ordinary Shares82,829$02,159,721.4D(3)
Phantom RSUs(6)03/26/2026A81,725 (6) (6)Ordinary Shares81,725$02,241,446.4D(3)
Explanation of Responses:
1. Represents satisfaction of tax withholding obligations by net settlement of Ordinary Shares upon vesting of performance-based restricted share units ("PSUs").
2. Represents an award of restricted share units ("RSUs") granted on March 22, 2023 that vested in full on May 3, 2025, due to the reporting person becoming retirement eligible under Burford Capital Limited's retirement policy in effect from time to time, with settlement to occur in the form of Ordinary Shares on a one-for-one-basis on the third anniversary of the grant date in accordance with the ordinary vesting schedule. Notwithstanding the foregoing, the reporting person has elected to defer receipt of 100% of Ordinary Shares deliverable upon the scheduled vesting date of the RSUs pursuant to the Burford Capital Deferred Compensation Plan (the "NQDC Plan"), resulting in the reporting person's receipt of 107,568 phantom RSUs ("Phantom RSUs").
3. The transactions reported in this Form 4 do not include transactions reported separately by Elizabeth O'Connell, the reporting person's spouse, who is also an executive officer of Burford Capital Limited.
4. Represents the conversion of 107,568 RSUs into Phantom RSUs, on a one-for-one basis, under the NQDC Plan. Each Phantom RSU represents a contingent right to receive the economic equivalent of one Ordinary Share, which may be paid in cash or settled in an Ordinary Share in accordance with the terms of the NQDC Plan.
5. Represents vesting of an award of PSUs granted on March 22, 2023 that vested at 77% of target level upon certification of achievement of the financial performance metrics. The reporting person has elected to defer receipt of 100% of Ordinary Shares deliverable upon vesting of the PSUs pursuant to the NQDC Plan, resulting in the reporting person's receipt of 81,725 Phantom RSUs.
6. Represents the conversion of 81,725 PSUs into Phantom RSUs, on a one-for-one basis, under the NQDC Plan. Each Phantom RSU represents a contingent right to receive the economic equivalent of one Ordinary Share, which may be paid in cash or settled in an Ordinary Share in accordance with the terms of the NQDC Plan.
Remarks:
/s/ Mark N. Klein, as attorney-in-fact03/30/2026
** Signature of Reporting PersonDate
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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did Burford Capital (BUR) report for Christopher Bogart?

Christopher Bogart reported vesting and conversion of equity awards, not open-market trades. He exercised RSUs and PSUs into Ordinary Shares, then deferred them into Phantom RSUs under Burford’s deferred compensation plan, reflecting compensation mechanics rather than discretionary buying or selling.

How many RSUs and PSUs vested for Burford Capital’s CEO in this Form 4?

The CEO had 107,568 restricted share units and 82,829 performance share units vest or convert into Ordinary Shares on March 26, 2026. These awards were originally granted in March 2023 and vested based on retirement eligibility and achievement of financial performance metrics.

What are Phantom RSUs in the Burford Capital (BUR) Form 4 filing?

Phantom RSUs are rights to receive the economic equivalent of one Ordinary Share. In this filing, 107,568 RSUs and 81,725 PSUs were converted into Phantom RSUs under Burford’s deferred compensation plan, which may be settled later in cash or shares according to plan terms.

Did Burford Capital’s CEO sell any shares in the open market in this report?

No open-market sales were reported. The only disposition was 1,104 Ordinary Shares withheld at $7.70 per share to cover tax obligations upon vesting. This tax-withholding event is a non-market transaction and does not reflect a discretionary sale decision.

What indirect holdings of Burford Capital (BUR) shares are disclosed for Christopher Bogart?

The Form 4 lists indirect ownership of Ordinary Shares held through a trust and LLCs. As of the reported date, these entities held 375,000, 7,647,727 and 888,563 Ordinary Shares, showing substantial indirect ownership associated with the reporting person.
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