Burford Capital Ltd (BUR) FY 2024 MD&A

Item 7. Management's discussion and analysis of financial condition and results of operations

The following discussion and analysis of financial condition and results of operations is for the year ended December 31, 2024, as compared to the year ended December 31, 2023. This discussion should be read in conjunction with our consolidated financial statements and the accompanying notes thereto contained elsewhere in this 2024 Form 10-K.

Beginning for the year ended December 31, 2024, Burford renamed its capital provision segment to Principal Finance and allocated revenue, expenses and assets from other corporate to the two reportable segments, since the amounts relating to certain operating and non-operating activities previously presented as other corporate forms part of what is used internally to measure and evaluate the performance of the reportable segments. As a result of this change, we also recast certain previously reported amounts to conform with the change in allocation of revenue, expenses and assets to each reportable segment. As we did not consider this to be a material change and there was no change to our total segments (Burford-only) (as defined below) numbers, we did not deem it necessary to include herein any discussion and analysis of the financial condition and results of operations of Burford for the year ended December 31, 2023, as compared to the year ended December 31, 2022. Certain information contained in the following discussion and analysis includes forward-looking statements that involve known and unknown risks, uncertainties and other factors. See “Forward-looking statements”.

The following discussion and analysis also contain a discussion of certain unaudited KPIs (as defined below) and non-GAAP financial measures that are used by management to monitor our financial condition and results of operations. These KPIs and non-GAAP financial measures are supplemental and should not be considered in isolation from, as substitutes for, or superior to, our consolidated financial condition or results of operations as reported under US GAAP. See “—Basis of presentation of financial information” and “—Reconciliations” for additional information with respect to KPIs and non-GAAP financial measures and the applicable reconciliations.

The 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-F for the year ended December 31, 2023, which was filed with the Securities and Exchange Commission on March 28, 2024.

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Economic and market conditions

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 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 from S&P that was upgraded in the third quarter 2024, and a positive rating outlook status from Moody’s as of the date of this 2024 Form-10K. 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 amount 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 such acts, again leading to financeable claims.

See “Risk factors—Risks relating to our business and industry—We are subject to credit risk relating to our various legal finance assets that could adversely affect our business, financial condition, results of operations and/or liquidity” and “Risk factors—Risks relating to our business and industry—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”.

Covid-19

Court systems and other forms of adjudication have returned to functionality in the aftermath of the Covid-19 pandemic. In general, court activity has continued to work through the backlog caused by the Covid-19 pandemic and, during the year ended December 31, 2024, 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. We are often protected on duration risk, however, as many 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. We have not seen the discontinuance of any matters.

See “Risk factors—Risks relating to our business and industry—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”.

Inflation

The effect of inflation on our revenues is mitigated to a significant extent by a number of factors, including the high returns generated by capital provision assets and their relatively short weighted average lives. Furthermore, inflationary increases in legal case fees and expenses can increase the size of commitments, deployments and damages sought. Because returns on most of our assets are at least partially based upon a multiple of those fees and expenses, our returns on successful cases should also increase in such circumstances. To the degree that inflation drives higher interest rates and to the extent that pre- and post-judgment interest rates in a particular jurisdiction are tied to market interest rates, higher inflation would result in increases in awards by the relevant courts. The effect of inflation on our expenses would predominantly be through employee costs, which represent the majority of our operating expenses, although a significant portion of compensation-related expenses are performance-based. Our Principal Finance costs include interest expenses associated with our outstanding debt securities, although these are fixed coupon and non-adjustable, regardless of the rate of inflation.

Party solvency

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 to recover on a defaulted debt, there are 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

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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. To the extent that the defendant in a matter we are financing becomes 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.

International sanctions on Russian businesses and individuals

The international sanctions imposed on Russian businesses and individuals continue to impact the legal industry. Our legal finance assets in jurisdictions outside Russia that involve claims against entities that might have an ultimate Russian parent or controller (regardless of sanction status) represented in the aggregate $115.0 million (or approximately 2% of total fair value for capital provision assets) as of December 31, 2024 as compared to $111.5 million (or approximately 2% of total fair value for capital provision assets) as of December 31, 2023. There have been no significant changes or developments with respect to the impact of these international sanctions on our business. We are mindful of any sanctions or other issues and work regularly with specialist counsel in the sanctions area (as well as ensuring compliance with all legal requirements, such as anti-money laundering). Where we are required to enforce judgments or awards, even against sanctioned entities, such enforcement tends to be consistent with the goals of international sanctions regimes rather than running afoul of them, and the US Office of Foreign Assets Control and the UK Office of Financial Sanctions Implementation regularly grant licenses to do so. We do not anticipate any adverse material impact on our business from the sanctions regime.

Conflict in Israel and Gaza

As of December 31, 2024, we did not have material assets in Israel and therefore we were not materially impacted, nor do we anticipate any adverse material impact, from the conflict in Israel and Gaza and its effect on neighboring regions.

Basis of presentation of financial information

We report our consolidated financial statements as of and for the year ended December 31, 2024, and comparative periods contained in this 2024 Form 10-K in accordance with US GAAP. Our consolidated financial statements are presented in US dollars.

Non-GAAP financial measures relating to our business structure

US GAAP requires us to present financial statements that consolidate some of the limited partner interests in private funds we manage as well as assets held on our balance sheet where we have a partner or minority investor. See note 15 (Variable interest entities) to our consolidated financial statements contained in this

2024 Form 10-K for additional information. We refer to this presentation as “consolidated” which refers to assets, liabilities and activities that include those third-party interests, partially owned subsidiaries and special purpose vehicles that we are required to consolidate under US GAAP. As of the date of this 2024 Form 10-K, the major entities where there is also a third-party partner in, or owner of, those entities include BOF-C, the Advantage Fund, Colorado and several other entities in which we hold investments where there is also a third-party partner in, or owner of, those entities.

Additionally, we believe it is useful to provide a view of Burford as a stand-alone business (i.e., eliminating the impact of these private funds) by furnishing information on a non-GAAP basis that eliminates the effect of this consolidation. We refer to this basis of presentation as “Burford-only”. Our segment reporting, which conveys the performance of our business across two reportable segments – Principal Finance and Asset Management and Other Services – is presented on a Burford-only basis. We refer to our segment reporting in the aggregate as “Total segments”. Note that we have introduced more prominent segment reporting in our disclosures with the issuance of this 2024 Form 10-K, as we transition to reporting as a US domestic issuer. Disclosures labeled as “Total segments (Burford-only)” in this 2024 Form 10-K are synonymous with similar disclosures labeled as “Burford-only” in prior reporting periods.

In addition to presenting our results on a consolidated basis in accordance with US GAAP, we use Burford-only financial measures, which are calculated and presented using methodologies other than in accordance with US GAAP, to supplement analysis and discussion of our consolidated financial statements. Burford-only financial measures exclude the proportional assets, liabilities and operating results that are attributable to third-party limited partners in our private funds, partners and minority investors. The presentation of

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Burford-only financial measures is consistent with how management measures and assesses the performance of our reportable segments. In addition, for deployments and realizations, we use adjusted Burford-only as a financial measure, which is calculated by adjusting Burford-only for certain items. Accordingly, we believe that Burford-only and adjusted Burford-only financial measures provide valuable and useful information to investors to aid in understanding our performance in addition to our consolidated financial statements prepared in accordance with US GAAP. These non-GAAP financial measures should not be considered in isolation from, as a substitute for, or superior to, financial measures calculated in accordance with US GAAP. See “—Reconciliations” for the reconciliations of these non-GAAP financial measures to our consolidated financial statements prepared in accordance with US GAAP.

KPIs and non-GAAP financial measures relating to our operating and financial performance

KPIs

This 2024 Form 10-K presents certain unaudited key performance indicators (“KPIs”). The KPIs are presented because (i) we use them to monitor our financial condition and results of operations and/or (ii) we believe they are useful to investors, securities analysts and other interested parties. The KPIs, as defined by us, may not be comparable to similarly titled measures as presented by other companies due to differences in the way the KPIs are calculated. Even though the KPIs are used to assess our financial condition and results of operations, and these types of measures are commonly used by investors, they have important limitations as analytical tools and should not be considered in isolation from, as substitutes for, or superior to, our consolidated financial condition or results of operations prepared in accordance with US GAAP. Consistent with how management assesses Burford’s business, we also present certain of these KPIs on both a segment and a group-wide bases.

The presentation of the KPIs is for informational purposes only and does not purport to present what our actual financial condition or results of operations would have been, nor does it project our financial condition as of any future date or our results of operations for any future period. The presentation of the KPIs is based on information available as of the date of this 2024 Form 10-K and certain assumptions and estimates that we believe are reasonable. Several of the KPIs measure certain performance of our assets to the end of the period and include concluded and partially concluded assets (as defined below).

In discussing cash returns and performance of our asset management business, we refer to several key performance indicators as set forth below:

▪Assets under management

Consistent with our status as an SEC-registered investment adviser, we report publicly on our asset management business on the basis of US regulatory assets under management (“AUM”). AUM, as we report it, means the fair value of the capital invested in private funds and individual capital vehicles plus the capital that we are entitled to call from investors in those private funds and vehicles pursuant to the terms of their respective capital commitments to those private funds and vehicles. Our AUM differs from our private funds’ contribution to our group-wide portfolio, which consists of deployed cost, fair value adjustments and undrawn commitments made on the legal finance assets those private funds have financed.

▪Concluded and partially concluded assets

A legal finance asset is “concluded” for our purposes when there is no longer any litigation risk remaining. We use the term to encompass (i) entirely concluded legal finance assets where we have received all proceeds to which we are entitled (net of any entirely concluded losses), (ii) partially concluded legal finance assets where we have received some proceeds (for example, from a settlement with one party in a multi-party case) but where the case is continuing with the possibility of receiving additional proceeds and (iii) legal finance assets where the underlying litigation has been resolved and there is a promise to pay proceeds in the future (for example, in a settlement that is to be paid over time).

▪Deployed cost

Deployed cost is the amount of financing we have provided for an asset at the applicable point in time.

For purposes of calculating returns, we must consider how to allocate the costs associated with an asset in the event of a partial conclusion. Our approach to cost allocation depends on the type of asset:

◦When single case assets have partial resolutions along the way without the entire case being resolved, most commonly because one party settles and the remaining part(y)/(ies) continue to litigate, we report the partial resolution when agreed as a partial realization and allocate a

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portion of the deployed cost to the partial resolution depending on the significance of the settling party to the overall claim.

◦In portfolio assets when a case (or part of a case) resolves or generates cash proceeds, we report the partial resolution when agreed as a partial realization and allocate a portion of the deployed cost to the resolution. The allocation depends on the structure of the individual portfolio arrangement and the significance of the resolution to the overall portfolio, but it is in essence a method that mimics the way an investor would allocate cost basis across a portfolio of security purchases.

▪Commitment

A commitment is the amount of financing we agree to provide for a legal finance asset. Commitments can be definitive (requiring us to provide financing on a schedule or, more often, when certain expenses are incurred) or discretionary (allowing us to provide financing after reviewing and approving a future matter). Commitments for which we have not yet provided financing are unfunded commitments.

▪Internal rate of return

Internal rate of return (“IRR”) is a discount rate that makes the net present value of a series of cash flows equal to zero and is expressed as a percentage figure. We compute IRR on concluded (including partially concluded) legal finance assets by treating that entire portfolio (or, when noted, a subset thereof) as one undifferentiated pool of capital and measuring actual and, if necessary, estimated inflows and outflows from that pool, allocating costs appropriately. IRRs do not include unrealized gains or losses.

▪Return on invested capital

Return on invested capital (“ROIC”) from a concluded asset is the absolute amount of realizations from such asset in excess of the amount of expenditure incurred in financing such asset divided by the amount of expenditure incurred, expressed as a percentage figure. ROIC is a measure of our ability to generate absolute returns on our assets. Some industry participants express returns on a multiple of invested capital (“MOIC”) instead of a ROIC basis. MOIC includes the return of capital and, therefore, is 1x higher than ROIC. In other words, 70% ROIC is the same as 1.70x MOIC.

▪Weighted average life

Weighted average life (“WAL”) of one of our legal finance assets represents the average length of time from deployment and/or cash outlay until we receive a cash realization (actual or, if necessary, estimated) from that asset weighted by the amount of that realization or deployment, as applicable. In other words, WAL is how long our asset is outstanding on average.

Unlike our IRR and ROIC calculations, using the aggregate cash flows from the portfolio in making our portfolio level computations will not readily work with WAL computations because our assets are originated in different timeframes. Instead, in calculating a portfolio WAL, we compute a weighted average of the individual asset WALs. In doing this, we weight the individual WALs by the costs deployed on the asset and also, as a separate calculation, by the amount of realizations on the individual assets.

▪Portfolio

Portfolio is defined as the fair value of capital provision assets plus the undrawn commitments to capital provision assets.

Non-GAAP financial measures

In addition to these measures of cash returns and performance of our asset management business, we also refer to cash receipts, tangible book value attributable to Burford Capital Limited and tangible book value attributable to Burford Capital Limited per ordinary share, which are non-GAAP financial measures:

▪Cash receipts

Cash receipts provide a measure of the cash that our capital provision and other assets generate during a given period as well as cash from certain other fees and income. In particular, cash receipts represent the cash generated from capital provision and other assets, including cash proceeds from realized or concluded assets and any related hedging assets, and cash received from asset management income, services and/or other income, before any deployments into financing existing or new assets.

Cash receipts are a non-GAAP financial measure and should not be considered in isolation from, as a substitute for, or superior to, financial measures calculated in accordance with US GAAP. The most

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directly comparable measure calculated in accordance with US GAAP is proceeds from capital provision assets as set forth in our consolidated statements of cash flows. We believe that cash receipts are an important measure of our operating and financial performance and are useful to management and investors when assessing the performance of our Burford-only capital provision assets. See “—Reconciliations—Cash receipts reconciliations” for a reconciliation of cash receipts to proceeds from capital provision assets, the most comparable measure calculated in accordance with US GAAP.

▪Tangible book value attributable to Burford Capital Limited and tangible book value attributable to Burford Capital Limited per ordinary share

Tangible book value attributable to Burford Capital Limited is calculated by subtracting intangible assets (such as goodwill) from total Burford Capital Limited equity. Tangible book value attributable to Burford Capital Limited per ordinary share is calculated by dividing tangible book value attributable to Burford Capital Limited by the total number of outstanding ordinary shares.

Each of tangible book value attributable to Burford Capital Limited and tangible book value attributable to Burford Capital Limited per ordinary share is a non-GAAP financial measure and should not be considered in isolation from, as a substitute for, or superior to, financial measures calculated in accordance with US GAAP. The most directly comparable measure calculated in accordance with US GAAP is total Burford Capital Limited equity as set forth in our consolidated statements of financial condition. We believe that tangible book value attributable to Burford Capital Limited and tangible book value attributable to Burford Capital Limited per ordinary share are important measures of our financial condition and are useful to management and investors when assessing capital adequacy and our ability to generate earnings on tangible equity invested by our shareholders. See “—Reconciliations—Tangible book value attributable to Burford Capital Limited and tangible book value attributable to Burford Capital Limited per ordinary share reconciliations” for reconciliations of tangible book value attributable to Burford Capital Limited and tangible book value attributable to Burford Capital Limited per ordinary share to total Burford Capital Limited equity, the most comparable measure calculated in accordance with US GAAP.

Results of operations and financial condition

Set forth below is a discussion of our consolidated results of operations for the years ended December 31, 2024 and 2023, and our consolidated financial condition as of December 31, 2024 and 2023, in each case, on a consolidated basis, unless otherwise noted.

In this section, any references to 2024 refers to the year ended December 31, 2024 and any references to 2023 refers to the year ended December 31, 2023.

Consolidated statements of operations for the year ended December 31, 2024 as compared to the year ended December 31, 2023

Overview

The table below sets forth a summary of our consolidated statements of operations for the periods indicated.

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Total revenues decreased 50% for the year ended December 31, 2024, mainly due to the absence of large fair value increases in capital provision income for the YPF-related assets, which occurred during 2023, arising from two separate milestone events, the March 2023 Ruling (as defined below) and the September 2023 Final Judgment (as defined below). However, realizations increased year-over-year, resulting in a 75% increase in net realized gains to $439.7 million for the year ended December 31, 2024. The decrease in total revenues was partially offset by a decrease in operating expenses primarily due to a decrease in compensation-related accruals. The net result was $146.5 million in net income attributable to Burford Capital Limited shareholders for the year ended December 31, 2024, as compared to net income of $610.5 million for the year ended December 31, 2023.

Revenues

The table below sets forth the components of our total revenues for the periods indicated.

Capital provision income/(loss)

The table below sets forth the components of our capital provision income for the periods indicated.

For the year ended December 31, 2024, net realized gains were $439.7 million, comprising $476.1 million of gross realized gains, offset by gross realized losses of $41.9 million. For the year ended December 31, 2023, net realized gains were $251.6 million, comprising $322.6 million of gross realized gains, offset by gross realized losses of $71.0 million. The increase in net realized gains is due to more case activity during 2024, which led to favorable conclusions and in higher amounts. The 75% increase in net realized gains includes three realizations that each individually exceeded $40.0 million in realized gains and together generated $170.6 million in realized gains in 2024. Overall, net realized gains resulted from $907.0 million in realizations for the year ended December 31, 2024, as compared to $708.3 million in realizations for the year ended December 31, 2023.

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 unrealized gain of $128.0 million for the year ended December 31, 2024 as compared to an unrealized gain of $1.1 billion for the year ended December 31, 2023, which included $127.2 million and $820.0 million for YPF-related assets for 2024 and 2023, respectively. Excluding the fair value adjustments on the YPF-related assets for both 2024 and 2023, fair value adjustments, net of previously recognized unrealized gains/(losses) transferred to realized gains, decreased 100% year-over-year, largely impacted by the transfer of previously recognized unrealized gains to realized gains from the realizations of certain assets that occurred in 2024.

As part of our fair value methodology, we discount the expected future cash flows. If discount rates had remained unchanged from December 31, 2023, applying those same rates to the portfolio at December 31, 2024 fair value would have been approximately $8.7 million higher than as reported. The weighted average

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discount rate across the portfolio slightly decreased to 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 up at 31.4% as of December 31, 2024, from 30.2% as of December 31, 2023. 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.

Plus/(Less): Third-party interests in capital provision assets

Third-party interests in capital provision assets reduced capital provision income by $42.4 million for the year ended December 31, 2024, as compared 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 absence of the 2023 events that drove fair value increases in that year.

Asset management income/(loss)

Asset management income increased 9% for the year ended December 31, 2024, primarily due to higher performance fee income earned during 2024. The timing of the recognition of performance fees is variable as they are recognized when a reliable estimate of the performance fees can be made, and it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. The maturity and the terms of the applicable distribution waterfall for each of our private funds impacts this timing. As BOF-C is a consolidated entity, asset management income from this private fund is eliminated on a consolidated basis and is not reflected here. See “—Asset Management and Other Services segment” for a discussion of our asset management income, reflecting the impact of the income from BOF-C.

Marketable securities income/(loss) and interest

Marketable securities income and interest increased 105% for the year ended December 31, 2024, mainly driven by higher income earned from our cash and cash equivalents, primarily due to larger average balances and higher interest rates throughout 2024, as compared to 2023.

Other income/(loss)

Other income decreased 31% for the year ended December 31, 2024, as there were more Burford Worldwide Insurance Limited matters closed in 2023 than in 2024.

Operating expenses

The table below sets forth the components of our total operating expenses for the periods indicated.

Total operating expenses decreased 43% for the year ended December 31, 2024, driven primarily by lower fair value driven compensation-related accruals and lower case-related expenditures ineligible for inclusion in asset cost due to the resolution of certain assets in 2023 and recoveries from an insurance policy in 2024.

The decrease in long-term incentive compensation including accruals is primarily attributable to the absence in the year ended December 31, 2024, of large fair value increases in the YPF-related assets as a result of the March 2023 Ruling (as defined below) and the September 2023 Final Judgment (as defined below).

Case-related expenditures ineligible for inclusion in asset cost significantly decreased for the year ended December 31, 2024, reflecting a decrease in the level of expenses and instances where we incur legal or other related expenses that are directly attributable to a capital provision asset but that do not form part of the deployed amount under a capital provision agreement, such as when we bear incremental legal expenses

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in cases. Examples of such expenses include fees paid to third parties when our management has sought its 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 $2.7 million and $14.7 million of total case-related expenditures ineligible for inclusion in asset cost for the year ended December 31, 2024 and 2023, respectively. During 2024, we also resolved a long-running coverage dispute with our insurance carrier over payment of some such expenditures in matters where claims had been made against us, resulting in a $3.8 million payment that reduced case-related expenditures for 2024.

Case-related expenditures ineligible for inclusion in asset cost also include some situations where we are effectively the claimant in a litigation matter either due to the acquisition of assets or the assignment of a claim. Such expenditures accounted for $1.9 million and $1.8 million of the total case-related expenditures ineligible for inclusion in asset cost for the year ended December 31, 2024 and 2023, respectively. While we report these costs as expenses for accounting purposes, we treat them for return and performance purposes no differently than traditional legal finance arrangements.

Other expenses

The table below sets forth the components our total other expenses for the periods indicated.

Finance costs

Finance costs increased 37% for the year ended December 31, 2024, primarily due to the inclusion in 2024 of interest expense related to the Additional 2031 Notes (as defined below) issued in January 2024 and to the 2031 Notes issued in June 2023, partially offset by the early redemption of the 6.125% bonds due 2024 in July 2023.

Foreign currency transactions (gains)/losses

Foreign currency transactions (gains)/losses were losses of $1.4 million for the year ended December 31, 2024, as compared to gains of $21.8 million for the year ended December 31, 2023. The year-over-year change was primarily driven by the absence of a $19.3 million foreign currency gain from a capital redemption between subsidiaries with different functional currencies that occurred during 2023.

Provision for/(benefit from) income taxes

The table below sets forth our provision for/(benefit from) income taxes for the periods indicated.

Provision for income taxes increased 20% for the year ended December 31, 2024, due primarily to limitations on deductions and use of net operating losses in various jurisdictions, as compared to 2023, as well as more of our reported net income before taxes having been earned in jurisdictions with higher statutory tax rates. Cash taxes paid were $19.5 million and $14.1 million for the year ended December 31, 2024 and 2023, respectively.

The OECD has introduced Pillar Two which is considered an alternative minimum tax accounted for as a period cost that would impact our future effective tax rate in the year in which the Pillar Two tax obligation arises. Guernsey as well as certain countries in which we operate have enacted legislation to implement Pillar Two. It is important to note, however, Pillar Two tax obligation only arises as of the tax year following a period after a multi-national enterprise has earned annual consolidated revenues of at least €750 million in at least two out of the prior four accounting periods.

Based on our annual consolidated revenues over the past several years, we are not currently subject to the OECD Pillar Two mandate. Notwithstanding this fact, we have assessed the potential impact of Pillar Two based on laws enacted as of the date of this 2024 Form 10-K and there was no material effect on our current effective tax rate, business, financial condition, results of operations and/or liquidity for the year ended December 31, 2024. Based on this assessment and the prospective nature of the effective date of the

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application of the Pillar Two rules, we also do not currently anticipate any material effect on our effective tax rate, business, financial condition, results of operations and/or liquidity for the year ending December 31, 2025. See “Risk factors—Changes in tax laws and regulations or unanticipated tax liabilities could affect our effective tax rate, business, financial condition, results of operations and/or liquidity” for additional information with respect to the risks relating to Pillar Two.

Net income/(loss) attributable to non-controlling interests

The table below sets forth our net income/(loss) attributable to non-controlling interests for the periods indicated.

We consolidate certain entities that have other shareholders and/or investors, including the Advantage Fund and BOF-C. The Advantage Fund does not have a traditional management and performance fee structure, but instead we retain any excess returns after the first 10% of annual simple returns are remitted to the Advantage Fund’s investors. With respect to BOF-C, under the co-investing arrangement with the sovereign wealth fund, we (in our capacity as the appointed investment adviser) receive reimbursement of expenses from BOF-C up to a certain level before we or the sovereign wealth fund, as applicable, receive a return of capital. After the repayment of capital, we then receive a portion of the return generated from the assets held by BOF-C. We include 100% of the Advantage Fund’s and BOF-C’s income and expenses in the applicable line items in our consolidated statements of operations (for example, 100% of the income on the Advantage Fund’s and BOF-C’s capital provision assets is included in capital provision income in our consolidated statements of operations), and the net amount of those income and expense line items that relate to third-party interests is included in net income attributable to non-controlling interests. In turn, this net amount is deducted from net income to arrive at net income attributable to Burford Capital Limited shareholders in our consolidated statements of operations. Net income attributable to non-controlling interests does not include Colorado. See note 2 (Summary of significant accounting policies—Consolidation) to our consolidated financial statements contained in this 2024 Form 10-K for additional information with respect to our consolidation policies.

Net income attributable to non-controlling interests decreased 23% for the year ended December 31, 2024, reflecting non-controlling interests’ share of income on capital provision assets, the majority of which relates to the decrease in the capital provision income for BOF-C.

Consolidated statements of financial condition as of December 31, 2024 as compared to December 31, 2023

The table below sets forth specified line items from our consolidated statements of financial condition as of the dates indicated.

Cash and cash equivalents and marketable securities

Cash and cash equivalents increased 113% and marketable securities decreased 27% both as of December 31, 2024. The net increase in cash and cash equivalents and marketable securities primarily reflects the proceeds received from capital provision assets and from the issuance of the Additional 2031 Notes (as defined below) in January 2024, partially offset by the funding of capital provision assets and the impact from third-party net distributions as well as from the partial redemption of the 6.125% bonds due 2025 and the payment of dividends.

Other assets

Other assets was $61.0 million as of December 31, 2024, which remained relatively flat as compared to December 31, 2023.

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Due from settlement of capital provision assets

Due from settlement of capital provision assets decreased 31% as of December 31, 2024, primarily as a result of collections of due from settlement receivables and the impact of realizations during 2024. Of the $265.5 million of due from settlement receivables as of December 31, 2023, 97% was collected in cash during 2024.

Capital provision assets

Capital provision assets increased 4% as of December 31, 2024, primarily reflecting fair value gains generated in 2024, and continued deployments into capital provision assets, partially offset by the impact of realizations.

Fair value of capital provision assets

Valuation policy

See note 2 (Summary of significant accounting policies—Fair value of financial instruments) to our

consolidated financial statements contained in this 2024 Form 10-K for a description of our valuation policy for capital provision assets.

Fair value of capital provision assets

The table below sets forth the fair value of capital provision assets, comprised of deployed cost and unrealized gains, 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 $5.2 billion, the aggregate deployed cost was $2.3 billion and the aggregate unrealized gains were $2.9 billion each as of December 31, 2024. The increase of $60.8 million in deployed cost is a result of deployments during 2024, offset by the return of capital from realizations. See “—Consolidated statements of operations for the year ended December 31, 2024 as compared to the year ended December 31, 2023—Revenues” above for additional information with respect to the change in unrealized gains, which is driven by this period’s fair value adjustment, net of previously recognized unrealized gains transferred to realized gains.

Within total segments (Burford-only), the aggregate fair value of our capital provision assets was $3.6 billion, the aggregate deployed cost was $1.7 billion and the aggregate unrealized gains were $1.9 billion each as of December 31, 2024. The increase of $60.3 million in deployed cost is a result of deployments during 2024, 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 is driven by this period’s fair value adjustment, net of previously recognized unrealized gains transferred to realized gains.

Fair value of YPF-related assets

The determination of the fair value of the YPF-related assets—our financing of the Petersen and Eton Park claims (as described below)—is based on the same methodology that we use to value all our other capital provision assets. In June 2019, we sold a portion of the Petersen claim, constituting $100.0 million of a $148.0 million placement, to a number of institutional investors. Other third-party holders sold the remaining portion. Given the size of this sale and the participation of a meaningful number of third-party institutional investors, we concluded that this market evidence should be factored into our valuation process of the YPF-related assets. As a result, we have utilized the implicit valuation of the Petersen claim to calibrate our

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model to determine the fair value of the YPF-related assets in subsequent periods through December 31, 2024. Episodic subsequent trading of portions of the Petersen claim have not been factored into our valuation process of the YPF-related assets.

On March 31, 2023, the US District Court for the Southern District of New York (the “Court”) issued its opinion and order (the “March 2023 Ruling”) in connection with the summary judgment motions filed by the parties in the Petersen and Eton Park cases against the Republic of Argentina and YPF S.A. In summary, the Court decided that (i) Argentina was liable to Petersen and Eton Park for failing to make a tender offer for their YPF shares in 2012, (ii) YPF was not liable for failing to enforce its bylaws against Argentina, (iii) the various arguments Argentina had made to try to reduce its damages liability from the straightforward application of the formula in the bylaws were unavailing and (iv) an evidentiary hearing was needed to resolve two factual issues to enable the computation of damages, where those issues were (1) the date on which the Republic of Argentina should have made a tender offer for YPF S.A.’s shares and (2) the appropriate rate of pre-judgment interest to be applied.

On September 8, 2023, the Court issued its findings of fact and conclusions of law in connection with the Petersen and Eton Park cases against the Republic of Argentina and YPF S.A. In summary, the Court decided the issues raised at the evidentiary hearing in Petersen’s and Eton Park’s favor, holding that the appropriate date for the tender offer was April 16, 2012, and that pre-judgment interest should run from May 3, 2012, at a simple interest rate of 8%.

On September 15, 2023, the Court issued a final judgment (the “September 2023 Final Judgment”) that resulted in a complete win by Petersen and Eton Park with respect to damages against the Republic of Argentina of $16.1 billion, comprised of $14.3 billion due to Petersen and $1.7 billion due to Eton Park. The September 2023 Final Judgment awards post-judgment interest at a rate of 5.42% per annum, computed daily to the date of payment and compounded annually. On October 10, 2023, the Republic of Argentina filed a notice of appeal with the US Court of Appeals for the Second Circuit and, on October 18, 2023, Petersen and Eton Park filed a notice a cross-appeal as to the dismissal of their claims against YPF S.A. On August 23, 2024, briefing on the appeal and cross-appeal was completed.

On a consolidated basis, the fair value of the YPF-related assets (both Petersen and Eton Park combined) was $2.2 billion as of December 31, 2024. Our cost basis and unrealized gains increased $9.2 million and $127.2 million to $76.4 million and $2.1 billion, respectively, during 2024, due to the progression closer to our expected conclusion date.

Within total segments (Burford-only), the fair value of the YPF-related assets (both Petersen and Eton Park combined) was $1.5 billion as of December 31, 2024. Our cost basis and our unrealized gains increased $9.2 million and $84.6 million to $69.6 million and $1.4 billion, respectively, during 2024, due to the progression closer to our expected conclusion date.

Undrawn commitments

Undrawn commitments are unfunded commitments which are attributable to our capital provision asset portfolio and can be divided into two categories: definitive and discretionary.

▪Definitive commitments are those where we are contractually obligated to advance incremental capital and failure to do so would typically result in adverse contractual consequences (such as a dilution in our returns or the loss of our deployed capital in a case).

▪Discretionary commitments are those where we retain a considerable degree of discretion over whether to advance capital and generally would not suffer an adverse financial consequence from not doing so

The table below sets forth the components of our total capital provision undrawn commitments as of the dates indicated.

As of December 31, 2024 approximately 49% of our legal finance undrawn commitments related to definitive commitments and approximately 51% related to discretionary, as compared to 48% and 52%, respectively as of December 31, 2023.

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Segments

We have two reportable segments through which we provide legal finance products and services to our clients: (i) Principal Finance and (ii) Asset Management and Other Services.

Our Principal Finance segment funds capital to legal finance assets from Burford’s balance sheet, primarily as capital provision assets, and in limited scope through interests in private funds managed by Burford. These capital provision assets and private fund interests generate our capital provision income, which is the most significant driver of our total revenues.

Our Asset Management and Other Services segment manages legal finance assets on behalf of third-party investors, and we provide 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 December 31, 2024, we operated eight private funds and three “sidecar” funds as an investment adviser registered with and regulated by the SEC.

The Asset Management and Other Services segment may also reflect the financial impact of new initiatives in the legal services space, including initial diligence and start-up costs, which may impact segment-level profitability.

Statements of operations for the year ended December 31, 2024, as compared to the year ended December 31, 2023

The table below sets forth the components of our income/(loss) before income taxes by segment for the periods indicated.

The absence of large fair value increases in capital provision income for the YPF-related assets, which occurred in 2023, was a significant driver of the decrease in income before income taxes for the year ended December 31, 2024 compared to the year ended December 31, 2023 on both a consolidated and total segments (Burford-only) basis. However, an increase in realizations resulting in a 75% increase in net realized gains year-over-year, on both a consolidated and total segments (Burford-only) basis, helped to offset the absence of large fair value increases for the YPF-related assets. Additionally, a decrease in operating expenses, for both consolidated and total segments (Burford-only), in each case primarily due to a decrease in compensation-related accruals, helped to partially offset the decrease in income before income taxes. The net result was $253.6 million and $170.5 million in income before income taxes for the year ended

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December 31, 2024, on a consolidated and total segments (Burford-only) basis, respectively. For the year-over-year discussion of each of the reportable segments, refer to the specific segment sections further below.

The table below sets forth the components of our operating expenses by consolidated and total segments (Burford-only) for the periods indicated.

Total operating expenses, for the year ended December 31, 2024, decreased $115.8 million for consolidated and decreased $115.5 million for total segments (Burford-only). In each case, the decrease in total operating expenses was driven primarily by lower long-term incentive compensation accruals, which was driven by the absence in 2024 of large fair value increases in the YPF-related assets, and lower case-related expenditures ineligible for inclusion in asset cost due to the resolution of certain assets in 2023 and recoveries from an insurance policy in 2024.

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Statements of financial condition as of December 31, 2024, as compared to December 31, 2023

The table below sets forth the components of our consolidated statements of financial condition by segment as of the dates indicated.

Total assets, as of December 31, 2024, increased $337.6 million for consolidated and increased $372.5 million for total segments (Burford-only). In each case, the increase in total assets can be attributable to increases in cash and cash equivalents and marketable securities and increases in capital provision assets. See “—Consolidated statements of financial condition as of December 31, 2024, as compared to December 31, 2023” above for additional information on the components of our consolidated statements of financial condition. For the year-over-year discussion of each of the reportable segments, refer to the specific segment sections further below.

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Group-wide portfolio

Group-wide portfolio refers to the totality of assets managed by us, which includes assets financed by our balance sheet through our Principal Finance segment and assets financed by third-party capital through our Asset Management and Other Services segment. The table below sets forth the components of our portfolio by segment as of the dates indicated.

Group-wide portfolio increased 3% as of December 31, 2024, comprised of increases in the fair value of capital provision assets (driven largely by increases in financing) and increases in undrawn commitments for capital provision assets (driven by new commitments added during the year). For the year-over-year discussion of each of the reportable segments, refer to the specific segment sections further below.

Group-wide new commitments

New commitments reflect new contractual financing agreements, which are inflows to the portfolio, and serve as one indicator for new business activity. When referring to new commitments for our combined business segments, we use the term “group-wide”, as opposed to total segments (Burford-only) which we use for our financial results, due to the third-party nature of the capital in our asset management business. The table below sets forth the components of our group-wide new commitments of capital provision assets by segment for the periods indicated.

Group-wide new commitments, decreased 28% for the year ended December 31, 2024. The decrease in group-wide new commitments was largely due to the absence of new commitments for the Advantage Fund, and to a lesser extent, lower new commitments related to post-settlement assets, during the year ended December 31, 2024. The structure of the Advantage Fund, with its simple 10% preferred return to investors, was appealing in a low interest rate environment but less so as interest rates rose, and we considered the

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desires of the fund’s investors in avoiding the deployment of additional capital if premium returns for investors were not available in its final year.

Principal Finance segment

Our Principal Finance segment allocates capital to legal finance assets from Burford’s balance sheet, primarily as capital provision assets, and in limited scope through interests in private funds managed by Burford. These capital provision assets and private fund interests generate capital provision income, which is the most significant driver of our total revenues.

Given the direct balance sheet exposure in our Principal Finance segment, we generate capital provision income directly from the gross returns of the portfolio, which are driven by the outcomes of litigation and related legal activity. Recognition of capital provision income is based on our fair value methodology, see note 2 (Summary of significant accounting policies) to our consolidated financial statements contained in

this 2024 Form 10-K, for each asset in the portfolio, which we apply quarterly, and the resulting change in fair value across the Principal Finance segment portfolio.

Statements of operations for the year ended December 31, 2024, as compared to the year ended December 31, 2023

The table below sets forth the components of our income/(loss) before income taxes for our Principal Finance segment for the periods indicated.

Total revenues decreased 55% for the year ended December 31, 2024, mainly due to the absence of large fair value increases in capital provision income for the YPF-related assets, which occurred during 2023, arising from two separate milestone events, the March 2023 Ruling and the September 2023 Final Judgment. The decrease in fair value was partially offset by a 75% increase in net realized gains to $327.2 million for the year ended December 31, 2024.

Total operating expenses decreased 48% for the year ended December 31, 2024, driven primarily by lower fair value driven compensation-related accruals and lower case-related expenditures ineligible for inclusion in asset cost due to the resolution of certain assets in 2023 and recoveries from an insurance policy in 2024.

Total other expenses increased 77% for the year ended December 31, 2024, primarily due to the inclusion in 2024 of interest expense related to the Additional 2031 Notes (as defined below) issued in January 2024 and to the 2031 Notes issued in June 2023, partially offset by the early redemption of the 6.125% bonds due 2024 in July 2023. In addition, the increase in other expenses was also driven by the absence of a $19.3 million foreign currency gain from a capital redemption between subsidiaries with different functional currencies that occurred during 2023.

As a result of the factors described above, income/(loss) before income taxes decreased 75% for the year ended December 31, 2024.

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Gains from capital provision asset portfolio

The table below sets forth the components of our total capital provision income for the periods indicated.

Realized gains

Net realized gains on capital provision assets increased 75% for the year ended December 31, 2024, which were comprised of $355.8 million in gross realized gains, offset by $34.1 million in gross realized losses. For the year ended December 31, 2023, net realized gains on capital provision assets were comprised of $242.1 million in gross realized gains, offset by $54.7 million in gross realized losses. The increase in net realized gains is due to more case activity during the year ended December 31, 2024, which led to favorable conclusions and in higher amounts. The 75% increase in net realized gains is largely impacted by two realizations that each individually exceeded $50.0 million in realized gains and together generated $121.0 million in realized gains during 2024, as well as due to the impact of smaller realized losses. As a percentage of average capital provision assets at cost during the year ended December 31, 2024, gross realized losses represented 2.8% as compared to 3.6% for the year ended December 31, 2023.

Unrealized gains

Unrealized gains consist of fair value adjustments during the period, which may be offset by the transfer of unrealized gains/(losses) to realized gains/(losses) upon realization of an asset. Fair value adjustments, net of previously recognized unrealized gains/(losses) transferred to realized gains, on capital provision assets decreased 89% for the year ended December 31, 2024, primarily due to the absence of large fair value increases totaling $542.9 million for the YPF-related assets, which occurred during 2023, arising from the March 2023 Ruling and the September 2023 Final Judgment. Excluding the impact of the YPF-related assets, fair value adjustments, net of previously recognized unrealized gains/(losses) transferred to realized gains, decreased 105% for the year ended December 31, 2024, largely impacted by the transfer of previously recognized unrealized gains to realized gains from the realizations of certain deals that occurred during 2024. See “—Consolidated statements of operations for the year ended December 31, 2024 as compared to the year ended December 31, 2023—Revenues—Capital provision income/(loss)” above for additional information with respect to the year-over-year change of fair value adjustment, net of previously recognized unrealized gains/(losses) transferred to realized gains/(losses).

Statements of financial condition as of December 31, 2024 as compared to December 31, 2023

The table below sets forth the components of our consolidated statements of financial condition for our Principal Finance segment as of the dates indicated.

Total assets increased 9% as of December 31, 2024, primarily due to increase in cash and cash equivalents and marketable securities and due to increase in capital provision assets. See “—Consolidated statements of financial condition as of December 31, 2024 as compared to December 31, 2023” above for additional information.

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Portfolio value – Principal Finance segment

The table below sets forth the components of our portfolio for our Principal Finance segment as of the dates indicated.

Total portfolio increased 8% as of December 31, 2024, driven by increases in fair value of capital provision assets resulting from increases in financing and increase in undrawn commitments driven by new commitments added during 2024. Capital provision assets include our investment in the Advantage Fund which makes up less than 1% of the total portfolio as of December 31, 2024.

The table below sets forth our deployments and realizations for our Principal Finance segment for the periods indicated.

The table below sets forth our deployments and realizations, for the periods indicated, adjusted primarily to (i) include case-related expenditures ineligible for inclusion in asset cost for our deployments and (ii) include (a) realizations arising from income on due from settlement of capital provision assets and (b) in cases where our interest is held through a private fund, adjust to reflect realizations based on the timing of occurrence with the capital provision asset and not when distributed out by the private fund for our realizations. See “—Reconciliations—Deployments reconciliations” and “—Reconciliations—Realizations reconciliations” for additional information with respect to the difference between the Principal Finance segment and the Burford-only basis tables.

For both the Principal Finance segment and the adjusted Burford-only basis, total deployments slightly decreased by 3% for the year ended December 31, 2024. The decrease in deployments for both the Principal Finance segment and the adjusted Burford-only basis was primarily due to lower financing despite having more deployed assets, with the top three assets representing 28% of deployments in 2024, as compared to 35% of deployments in 2023.

We count each of our contractual relationships as an “asset”, although many such relationships are composed of multiple underlying litigation matters that are often cross collateralized rather than reliant on the performance of a single matter. As of December 31, 2024, our Principal Finance portfolio consisted of 227 assets funded directly by our balance sheet and 9 additional assets held through the Advantage Fund. As of December 31, 2023, our Principal Finance portfolio consisted of 206 assets funded directly by our balance sheet and 11 additional assets held through the Advantage Fund.

Total realizations increased by 26% for the Principal Finance segment and by 21% for the adjusted Burford-only basis for the year ended December 31, 2024. The increase in realizations for both the Principal Finance segment and the adjusted Burford-only basis was primarily due to robust realizations during 2024, which included a partial conclusion in a global antitrust portfolio that generated $114.5 million of realizations.

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Undrawn commitments – Principal Finance segment

The table below sets forth the components of our total capital provision undrawn commitments for our Principal Finance segment as of the dates indicated.

As of December 31, 2024, approximately 50% of our legal finance undrawn commitments related to definitive commitments and approximately 50% related to discretionary, as compared to 46% and 54%, respectively as of December 31, 2023.

Portfolio concentrations

Our Principal Finance portfolio includes certain related exposures where we have financed multiple different counterparties in relation to the same or very similar claims, such that outcomes on these related exposures are likely to be correlated. We estimate that the fair value of the assets underlying our largest correlated exposure (excluding YPF-related assets) represented approximately 6% and 8% of the consolidated fair value of capital provision assets as of December 31, 2024 and 2023, respectively, and approximately 5% and 7% of the capital provision assets in the Principal Finance segment as of December 31, 2024 and 2023, respectively.

The claims underlying our capital provision assets are generally diverse, as are our relationships with corporate and law firm clients. The table below sets forth the respective percentages of our commitments to corporate, law firm and other clients as of the dates indicated.

Our largest commitment (including deployed capital and undrawn commitment) to a corporate client was $130.0 million, which accounted for 4% of our commitments, as of December 31, 2024 and 2023.

Our largest relationship with a single law firm consisted of (i) financing arrangements between us and the law firm, where the law firm seeks to monetize the risk that the law firm has taken with some of its clients, (ii) direct financing arrangements with counterparties that elect to hire the law firm where we finance the law firm’s legal fees and (iii) direct financing arrangements with counterparties that have hired the law firm but where our financing is used for corporate purposes other than for financing the law firm’s legal fees. This law firm is one of the 50 largest law firms in the United States based on revenue according to The American Lawyer, with more than 500 lawyers and more than 20 offices around the world. Our portfolio of matters with this law firm included more than 20 different litigation matters as of December 31, 2024. Taken together, these arrangements accounted for approximately $130.5 million, or 4% of our commitments as of December 31, 2024, as compared to $141.7 million, or 5% of our commitments as of December 31, 2023.

Portfolio tenor

The timing of realizations is difficult to forecast and is rarely in our control. The reality of litigation is that most cases settle and pay proceeds in a relatively short period of time, and a minority of cases go on to adjudication, which takes longer. Adjudication timing is subject to a myriad of factors, including delaying tactics by litigation opponents and court dockets and schedules, and the Covid-19 pandemic has added to this uncertainty. However, we are now seeing the impacts from the Covid-19 pandemic begin to subside. We believe that the impact of the Covid-19 pandemic delaying trial dates also has caused a delay in settlement timing, as an impending trial often can be a catalyst for a settlement. We do not believe there is a correlation between asset life and asset quality and endeavor to structure our asset pricing to compensate us if assets take longer to resolve.

We provide extensive data about the WAL of our concluded portfolio, although this data may not be predictive of the ultimate WAL of our existing portfolio. The WAL of our concluded portfolio may lengthen over time if the longer-tenor assets in our existing portfolio account for a greater share of future concluded

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cases. Conversely, if our larger, more recently originated cases conclude relatively quickly, the WAL of our concluded portfolio could decrease.

In calculating the WAL of our portfolio, we compute a weighted average of the WALs of individual assets. On that basis, we assess the weighted average lives (beginning at the point of average deployment) of the concluded portfolio, weighted both by deployed cost and realizations. Weighting by deployed cost provides a view on how long on average a dollar of capital is deployed, while weighting by realizations provides a view on how long on average it takes to recover a dollar of return.

The WALs of the 248 concluded assets as of December 31, 2024 slightly increased as compared to the WALs of the 226 concluded assets as of December 31, 2023. As mentioned above, the impact from the Covid-19 pandemic delaying settlement timing is expected to cause a slight increase in the WALs. The table below sets forth the WALs, weighted by deployed cost and realizations, of the concluded assets, excluding the impact of our interest in private funds, as of the dates indicated.

The age of our ongoing portfolio is reflected in the WAL of active deployed capital in the table below. Although we provide information for our portfolio by vintage years, the deployed costs for each vintage are generally financed across multiple years and the WAL of active deployed capital calculates the length of time our deployments have been outstanding based on the date when capital was deployed.

Returns on concluded portfolio

The table below sets forth our ROIC, IRR and cumulative realizations on concluded and partially concluded assets in our capital provision portfolio as of the dates indicated since inception on a Burford-only basis.

As our older vintages conclude, we may see IRR decrease slightly as the impact from the Covid-19 pandemic caused delays in settlement timing. In addition to legal finance assets funded directly through our balance sheet, our Principal Finance segment also selectively allocates balance sheet capital through interests in select private funds, which tend to target a lower overall risk return profile. As of December 31, 2024, our balance sheet allocations through private funds accounted for approximately 1% of both current fair value and cumulative realizations from concluded or partially concluded assets. Returns from these concluded or partially concluded assets invested through private funds are not included in the ROICs and IRRs in the table above. If the concluded or partially concluded assets from the balance sheet’s interest in Advantage Fund were included the return calculations above, the ROIC would be 86% and the IRR would remain at 26%.

We do not consider cases to be concluded (and therefore part of these return metrics on our concluded portfolio) until there is no longer any litigation risk remaining. Return metrics on our concluded portfolio do not include fair value adjustments, either positive or negative. As a result, these return figures do not include the positive or negative impact of developments on matters while they remain pending.

Portfolio by vintage

The table below sets forth a summary by vintage of every legal finance asset that we have funded directly by our balance sheet, as of the date indicated since inception. For a table with all the individual vintages, refer to our website.

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Asset Management and Other Services segment

Our Asset Management and Other Services segment manages legal finance assets on behalf of third-party investors, and we provide 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.

Our internal allocation policy strictly prescribes the allocation of third-party private fund capital by fund based on the risk/return profile of assets, thus removing any potential allocation conflicts of interest with our Principal Finance segment.

We generally conduct our private funds activities through limited partnerships. Each private fund that is a limited partnership has a Burford-owned general partner that is responsible for the management and operation of the private fund’s affairs and makes all policy and asset selection decisions relating to the conduct of the private fund’s business. Except as required by law or as specified in a private fund’s governing documents, the limited partners of the private funds take no part in the conduct or control of the business of the private funds, have no right or authority to act for or bind the private funds, have limited visibility and input into the actions and decisions of the general partner and have no influence over the voting or disposition of the securities or other assets held by the private funds. Each private fund engages an investment adviser. BCIM serves as the investment adviser for all of our private funds and is registered under the Investment Advisers Act.

In addition, we operate certain “sidecar” funds pertaining to specific assets and had three active “sidecar” funds as of December 31, 2024. A “sidecar” fund is a pooled investment vehicle through which certain investors co-invest directly in specific assets alongside our private funds. Except as required by law or as specified in a “sidecar” fund’s governing documents, the investors in the “sidecar” funds take no part in the conduct or control of the business of the “sidecar” funds, have no right or authority to act for or bind the “sidecar” funds, have limited visibility and input into the actions and decisions of the general partner or manager of the “sidecar” funds and have no influence over the voting or disposition of the securities or other assets held by the “sidecar” funds. Our interest in the “sidecar” funds is generally limited to the opportunity to earn incentive fees, if any. The discussion of our private funds ignores “sidecar” funds unless specifically included, and we collapse fund structures into overall strategies, ignoring, for example, onshore and offshore separations and parallel funds.

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Statements of operations for the year ended December 31, 2024, as compared to the year ended December 31, 2023

The table below sets forth the components of our income/(loss) before income taxes for our Asset Management and Other Services segment for the periods indicated.

Total revenues decreased 30% for the year ended December 31, 2024, reflecting a decrease in capital provision income earned by BOF-C and, therefore, less profit-sharing income from BOF-C contributing to asset management income for 2024.

Total operating expenses decreased 2% for the year ended December 31, 2024, primarily due to a decrease in compensation and benefits costs.

As a result of the factors described above, income before income taxes decreased 49% for the year ended December 31, 2024.

Asset management income

Asset management income is generally categorized as either (i) management fees, which are recurring fees paid to Burford for investment management services and typically being a rate of 2% or less charged on the basis of some component of assets under management in each fund, (ii) performance fees, which are fees paid to Burford contingent on satisfying certain performance thresholds as designated by each fund waterfall, or (iii) profit sharing income, which represents income from bespoke profit-sharing agreements with third-party investors, such as our strategic sovereign wealth fund partner.

The table below sets forth the components of our asset management income for the periods indicated.

Asset management income decreased 30% for the year ended December 31, 2024, primarily reflecting lower profit-sharing income from BOF-C, mainly from lower unrealized gains/(losses) related to BOF-C's capital provision assets.

Statements of financial condition as of December 31, 2024 as compared to December 31, 2023

The table below sets forth the components of our consolidated statements of financial condition for our Asset Management and Other Services segment as of the dates indicated.

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Total assets increased 11% as of December 31, 2024, primarily due to the unrealized income earned in BOF-C during the year, which increased the outstanding receivable from BOF-C within other assets.

Portfolio value – Asset Management and Other Services segment

The table below sets forth the components of our portfolio for our Asset Management and Other Services segment as of the dates indicated.

Total portfolio value, funded by third parties, decreased 6% as of December 31, 2024. The decrease in our total portfolio was driven largely by the impact of robust realizations which occurred in 2024.

Private funds

As of December 31, 2024, we operated eight private funds and three “sidecar” funds as an investment adviser registered with, and regulated by, the SEC. The table below sets forth key statistics for each of our private funds as of December 31, 2024.

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As of December 31, 2024, and December 31, 2023, our total AUM was $3.5 billion and $3.4 billion respectively. AUM reflects the fair value of the capital invested in private funds and individual capital vehicles plus the capital that we are entitled to call from investors in those private funds and vehicles. The total portfolio value shown for our Asset Management & Other Services segment of $2.2 billion reflects the fair value of portfolio assets plus the undrawn commitments to portfolio assets, and also excludes the balance sheet’s interest in the Advantage Fund, which is reflected in the portfolio value for our Principal Finance segment.

Liquidity and capital resources

Overview

The table below sets forth our cash and cash equivalents and marketable securities as of the dates indicated.

On a consolidated basis, our cash and cash equivalents and marketable securities increased 67% as of December 31, 2024, while on a total segments (Burford-only) basis, our cash and cash equivalents and marketable securities increased 72% as of December 31, 2024. The net increase in cash and cash equivalents and marketable securities for both the consolidated and total segments (Burford-only) basis, primarily reflects the net proceeds from capital provision assets and the impact from the issuance of the Additional 2031 Notes (as defined below) in January 2024, partially offset by the impact of third-party net distribution, as well as by the impact from the partial redemption of the 6.125% bonds due 2025 and the payment of dividends.

Our marketable securities primarily consist of short-duration and generally investment-grade fixed income assets, the bulk of which are held in separately managed accounts, managed by a third-party asset manager that specializes in short-duration and money market investments.

Debt

During the year ended December 31, 2024, we issued an additional $275.0 million aggregate principal amount of the Additional 2031 Notes (as defined below) in January 2024 and purchased in open market transactions approximately $50.6 million in aggregate principal amount of the 2025 Bonds (as defined below). As of December 31, 2024, we had five series of debt securities outstanding, of which two series were listed on the Order Book for Retail Bonds of the London Stock Exchange and three series were issued through private placement transactions under Rule 144A and Regulation S under the Securities Act. See note 12 (Debt) to our consolidated financial statements contained in this 2024 Form 10-K for additional information with respect to our outstanding debt securities.

We manage our business with relatively low levels of leverage and have laddered debt maturities with an overall weighted average maturity in excess of the expected weighted average life of our legal finance assets. As of December 31, 2024, the weighted average maturity of our outstanding debt securities of 4.5 years continued to be longer than the weighted average life of our concluded assets, weighted by realizations, of 2.6 years.

Going forward, we expect to continue to be an opportunistic issuer of debt securities and may issue new debt securities from time to time to fund our growth or refinance future debt maturities, among other things. In addition, from time to time, we may acquire our debt securities through open market purchases, redemptions, privately negotiated transactions, tender offers, exchange offers or otherwise, upon such terms and at such prices as we may from time to time determine, for cash or other consideration.

Our debt securities that are listed on the Order Book for Retail Bonds of the London Stock Exchange as of the date of this 2024 Form 10-K contain one significant financial covenant, which is a leverage ratio requirement that we maintain a level of Group Net Debt (as defined in the trust deeds governing such debt securities, and generally equivalent to our consolidated net debt, or our total principal amount of debt outstanding less cash and cash equivalents and marketable securities) that is less than 50% of our Group Total Assets (as defined in the trust deeds governing such debt securities, and generally equivalent to our consolidated tangible assets,

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or our total assets less goodwill). As of December 31, 2024, and December 31, 2023, our consolidated net debt to consolidated tangible assets ratio was 20% and 22%, respectively. In addition, the indentures governing the 2028 Notes and the 2030 Notes contain certain restrictive covenants that, among other things, require us to have a Consolidated Indebtedness to Net Tangible Equity Ratio (as defined in the indentures governing the 2028 Notes and the 2030 Notes, as applicable) of less than 1.50 to 1.00, 1.75 to 1.00 or 2.00 to 1.00, as applicable, to use certain specified “baskets” in order to undertake specific actions, such as making restricted payments or permitted investments or incurring additional indebtedness. As of December 31, 2024, and December 31, 2023, our Consolidated Indebtedness to Net Tangible Equity Ratio was 0.8 to 1.00 and 0.7 to 1.00, respectively. Furthermore, the indenture governing the 2031 Notes contains certain restrictive covenants that, among other things, require us to have a Consolidated Indebtedness to Consolidated Equity Ratio (as defined in the indenture governing the 2031 Notes) of less than 1.50 to 1.00, 1.75 to 1.00 or 2.00 to 1.00, as applicable, to use certain specified “baskets” in order to undertake specific actions, such as making restricted payments or permitted investments or incurring additional indebtedness. As of December 31, 2024, and December 31, 2023, our Consolidated Indebtedness to Consolidated Equity Ratio was 0.7 to 1.00 and 0.6 to 1.00, respectively. See “—Reconciliations—Debt leverage ratio calculations” for the calculations of our debt leverage ratios. As of December 31, 2024, we were in compliance with all of the covenants under the trust deeds and the indentures, as applicable.

We are required to provide certain information pursuant to the indentures governing the 2028 Notes, the 2030 Notes and the 2031 Notes. The tables below set forth the total assets and third-party indebtedness as of the dates indicated and total revenues for the periods indicated, in each case, of (i) us and our Restricted Subsidiaries (as defined in the indentures governing the 2028 Notes, the 2030 Notes and the 2031 Notes, as applicable) and (ii) our Unrestricted Subsidiaries (as defined in the indentures governing the 2028 Notes, the 2030 Notes and the 2031 Notes, as applicable).

Cash flows

We believe our available cash and cash from operations, which include proceeds from our capital provision assets, will be adequate to fund our operations and future growth, satisfy our working capital requirements, meet obligations under our debt securities, pay dividends and meet other liquidity requirements for the foreseeable future.

Set forth below is a discussion of our cash flows for the periods indicated on a consolidated basis, unless noted otherwise.

The table below sets forth the components of our cash flows for the periods indicated.

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Net cash provided by/(used in) operating activities

The table below sets forth the components of our net cash provided/(used) by operating activities for the periods indicated.

Net cash provided by operating activities was $216.7 million for the year ended December 31, 2024. The year-over-year change in net cash provided/(used) by operating activities reflects primarily an increase in proceeds received from capital provision assets to $991.3 million and a decrease in deployments on capital provision assets to $555.1 million.

Net cash provided by/(used in) investing activities

Net cash used by investing activities was $0.7 million for the year ended December 31, 2024. The decrease in net cash used by investing activities is primarily due to lower capital expenditures in 2024, as there was spending on leasehold improvements for the London office move in 2023.

Net cash provided by/(used in) financing activities

Net cash provided by financing activities was $33.8 million for the year ended December 31, 2024. The decrease in net cash provided by financing activities is primarily due to higher outflow from third-party net capital distributions and less debt issuance year-over-year, partially offset by lower debt extinguishments.

Cash receipts (non-GAAP financial measure)

Cash receipts represent cash generated during the reporting period from our capital provision assets, asset

management income and certain other items, before any deployments into financing existing or new assets. See “— Basis of presentation of financial information—KPIs and non-GAAP financial measures relating to our operating and financial performance—Non-GAAP financial measures—Cash receipts” for additional information with respect to our cash receipts. See “—Cash flows” for a discussion of our cash flows on a consolidated basis prepared in accordance with US GAAP.

The table below sets forth the components of our cash receipts for the periods indicated on a Burford-only basis.

On a Burford-only basis, our cash receipts increased 43% for the year ended December 31, 2024, reflecting primarily cash received from realizations during 2024 and collections on the due from settlement of capital

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provision assets receivable that was outstanding as of December 31, 2023. Of the $185.3 million of due from settlement receivables as of December 31, 2023, 97% was collected in cash during 2024.

See “—Reconciliations—Cash receipts reconciliation” for a reconciliation of cash receipts to proceeds from capital provision assets, the most comparable measure calculated in accordance with US GAAP.

Dividends

The table below sets forth our dividend payments during the year ended December 31, 2024.

On February 28, 2025, the Board of Directors has declared, subject to shareholder approval at the annual general meeting to be held on May 14, 2025, a final dividend of 6.25¢ per ordinary share to be paid on June 13, 2025 to shareholders of record on May 23, 2025.

Off-balance sheet arrangements

As of December 31, 2024, and December 31, 2023, we had off-balance sheet arrangements relating to legal finance assets with structured entities that aggregate claims from multiple parties in the amount of $4.8 million and $2.8 million, respectively. See note 15 (Variable interest entities) to our consolidated financial statements contained in this 2024 Form 10-K for additional information with respect to structured entities.

Critical accounting estimates

The preparation of our consolidated financial statements in accordance with US GAAP requires our

management to make estimates, judgments and assumptions that affect the reported amounts of capital provision assets. Our management bases these estimates and judgments on available information, historical experience and other assumptions that we believe are reasonable under the circumstances. However, these estimates, judgments and assumptions are often subjective and may be impacted negatively based on changing circumstances or changes in our analyses. We believe that our critical accounting policies could potentially produce materially different results if we were to change underlying estimates, judgments and/or assumptions.

Set forth below are certain aspects of our critical accounting policy. For a full discussion of this critical accounting policy and other significant accounting policies, see note 2 (Summary of significant accounting policies) to our consolidated financial statements contained in this 2024 Form 10-K.

Fair value of capital provision assets

The determination of fair value for capital provision assets and financial liabilities relating to third-party interests in capital provision assets involves significant estimates and judgments. While the potential range of outcomes for the assets is wide, our fair value estimation is our best assessment of the current fair value of each asset or liability. Such an estimate is inherently subjective, being based largely on management’s estimate of forecasted cash flows, an assigned discount rate and an assessment of how individual events have changed the possible outcomes of the asset and their relative probabilities and hence the extent to which the fair value has altered. The aggregate of the fair values selected falls within a wide range of reasonably possible estimates. In our management’s opinion, there is no useful alternative valuation that would better quantify the market risk inherent in the portfolio and there are no inputs or variables to which the values of the assets are correlated other than interest rates that impact the discount rates applied. See note 14 (Fair value of assets and liabilities) to our consolidated financial statements contained in this 2024 Form 10-K and “—Fair value of capital provision assets” for additional information with respect to fair value.

As of December 31, 2024 and 2023, should management’s estimate of the value of those instruments have been 10% higher or lower, as applicable, than provided for in our fair value estimates, while all other variables remained constant, our consolidated income and net assets would have increased and decreased, respectively, by $466.3 million and $458.7 million, respectively.

Furthermore, as of December 31, 2024 and 2023, should interest rates have been 50 or 100 basis points lower or higher, as applicable, than the actual interest rates used in the fair value estimates, while all other variables remained constant, the Group’s consolidated income and net assets and the Principal Finance

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segment’s income and net assets would have increased or decreased, respectively, by the amounts set forth below.

As of December 31, 2024 and 2023, should duration have been six or 12 months lower or higher, as applicable, than the actual duration used in the fair value estimates, while all other variables remained constant, the Group’s consolidated income and net assets and the Principal Finance segment’s income and net assets would have increased or decreased, respectively, by the amounts set forth below.

The sensitivity impact has been provided on a pre-tax basis for both our consolidated income and net assets because the fluctuation in our effective tax rate from period to period could indicate changes in sensitivity not driven by the valuation that we consider difficult to follow and detract from the comparability of this information.

Contractual obligations

Our material contractual obligations consist of financial liabilities relating to (i) definitive commitments to financing arrangements, (ii) debt securities and related interest payments, (iii) operating leases and (iv) third-party interests in capital provision assets. See note 20 (Financial commitments and contingent liabilities) to our consolidated financial statements contained in this 2024 Form 10-K for additional information with respect to our contractual obligations. See “—Segments—Principal Finance segment—Undrawn commitments – Principal Finance segment” and “—Segments—Asset Management and Other Services segment—Portfolio value – Asset Management and Other Services segment” for information with respect to our undrawn commitments.

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Recent accounting standards updates

See note 2 (Summary of significant accounting policies—Recently issued or adopted accounting pronouncements) to our consolidated financial statements contained in this 2024 Form 10-K for further information.

Reconciliations

The tables below set forth the reconciliations of the consolidated statements of financial condition to total segments (Burford-only) statements of financial condition as of the dates indicated. See “—Basis of presentation of financial information—Non-GAAP financial measures relating to our business structure” for additional information.

The first column in the tables below sets forth our results of operations on a consolidated basis as reported in our consolidated financial statements prepared in accordance with US GAAP. These results of operations include investments in a number of entities that are not wholly owned subsidiaries of Burford Capital Limited and, therefore, contain third-party capital, including BOF-C, the Advantage Fund, Colorado and, prior to its liquidation in the fourth quarter of 2023, the Strategic Value Fund. The presentation of our results of operations on a consolidated basis requires a line-by-line consolidation of 100% of each non-wholly owned entity’s assets and liabilities. The portion of the net assets that is attributable to the third-party interests are then presented separately as single line items within the consolidated statements of financial condition. We believe it is helpful to exclude the interests of investors other than Burford in our discussion of our results of operations, and we have therefore, as an alternative presentation, excluded from our presentation of our results of operations the non-Burford portion of the individual assets and liabilities relating to such third-party capital. The reconciliations eliminate the line-by-line consolidation of all the applicable entities’ individual assets and liabilities required by US GAAP to present Burford’s investment in the non-wholly owned entities and Burford’s share of the gain or loss earned on such investment.

Reconciliations of consolidated statements of financial condition to total segments (Burford-only) statements of financial condition

The tables below set forth the reconciliations of consolidated statements of financial condition to total segments (Burford-only) statements of financial condition as of the dates indicated.

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Reconciliations of capital provision assets

The tables below set forth the reconciliations of components of the consolidated capital provision assets as of the beginning and end of period and unrealized fair value as of the end of period to total segments (Burford-only) capital provision assets as of the beginning and end of period and unrealized fair value as of the end of period, in each case, for the periods indicated.

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Reconciliations of capital provision income

The tables below set forth the reconciliations of components of the consolidated capital provision income to total segments (Burford-only) capital provision income for the periods indicated.

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Reconciliations of due from settlement of capital provision assets

The tables below set forth the reconciliations of components of the consolidated due from settlement of capital provision assets as of the beginning and end of period to total segments (Burford-only) due from settlement of capital provision assets as of the beginning and end of period for the periods indicated.