Burford Capital Ltd

Liquidity and capital resources

Overview

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

As of March 31, 2026, our cash and cash equivalents and marketable securities increased 15% on a consolidated basis and increased 19% on a total segments (Burford-only) basis. The net increase in cash and cash equivalents and marketable securities on both the consolidated and total segments (Burford-only) bases primarily reflects the issuance of the 2034 Notes and the proceeds received from capital provision assets, partially offset by (i) the redemption of the 2026 Bonds and (ii) the funding of capital provision assets. On the consolidated basis, the net increase in cash and cash equivalents and marketable securities was also impacted by third-party net contributions.

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 three months ended March 31, 2026, we issued the 2034 Notes and redeemed in full the remaining 2026 Bonds. As of March 31, 2026, we had five series of debt securities outstanding, all of which were issued through private placement transactions under Rule 144A and Regulation S under the Securities Act. See note 10 (Debt) to our unaudited condensed consolidated financial statements contained in this Form 10-Q for additional information with respect to our outstanding debt securities. As of March 31, 2026, Moody’s affirmed our credit rating and changed the outlook to negative, while S&P lowered our credit rating but assigned a stable outlook.

We manage our business with appropriate 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 March 31, 2026, the weighted average maturity of our outstanding debt securities of 5.5 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.

The indentures governing our outstanding debt securities contain certain restrictive covenants that, among other things, limit our ability to incur additional indebtedness (but generally do not limit our ability to refinance our existing indebtedness) or undertake certain other specific actions, such as making restricted payments. These restrictive covenants have many exceptions, referred to as “baskets”, including certain “baskets” that are based on our debt to equity ratio. As of the date of this Quarterly Report, while our debt to equity ratio impairs our use of some “baskets” based on that ratio, we continue to have other “baskets” available to us that are not predicated on our debt to equity ratio that we believe provide us with adequate flexibility to manage our business operations.

We are required to provide certain information pursuant to the indentures governing the 2028 Notes, the 2030 Notes, the 2031 Notes, the 2033 Notes and the 2034 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, the 2031 Notes, the 2033 Notes and the 2034 Notes, as applicable) and (ii) our Unrestricted Subsidiaries (as defined in the indentures governing the 2028 Notes, the 2030 Notes, the 2031 Notes, the 2033 Notes and the 2034 Notes, as applicable).

Dividends

On February 25, 2026, the Board of Directors has declared, subject to shareholder approval at the annual general meeting to be held on May 13, 2026, a final dividend of 6.25¢ per ordinary share to be paid on June 12, 2026 to our shareholders of record as of the close of business on May 22, 2026.

We have historically paid a total annual dividend of 12.50¢ per ordinary share, payable semi-annually, and have indicated that we do not anticipate regular increases in our dividend per ordinary share level. The Board of Directors may review our dividend policy from time to time. Moreover, any payment of future dividends would be a restricted payment requiring basket capacity under our debt indentures, and there can be no assurance that we will have basket capacity to pay, or that we will determine to continue to pay, regular dividends. See “Risk factors—Risks relating to our ordinary shares—There can be no assurance that we will pay dividends or distributions” in the 2025 Form 10-K for additional information with respect to our declaration and payment of dividends.

Cash flows

We primarily generate revenues and cash flows from our capital provision assets. Based on our historical experience and current expectations, we believe that our existing liquidity, together with cash generated from our business operations, will be sufficient to meet our anticipated operating expenses, debt service obligations and other working capital requirements for at least the next 12 months.

Over the longer term, we expect to continue to fund our business operations principally through proceeds realized from our capital provision assets, supplemented as appropriate by access to the capital markets and other financing arrangements.

Our expected primary uses of cash over the next 12 months include:

•funding new and existing investments to support the growth of our business;

•paying operating expenses, including compensation and general and administrative costs;

•servicing our indebtedness, including interest payments;

•paying taxes;

•paying cash dividends, as declared; and

•repurchasing ordinary shares.

Our expected primary uses of cash over the longer term include:

•continuing to support the growth of our business and expansion of our portfolio;

•pursuing strategic investment opportunities;

•servicing and repaying outstanding indebtedness;

•paying cash dividends, as declared; and

•repurchasing ordinary shares.

We believe that the growth of our portfolio will, over time, generate increased revenues and cash flows sufficient to meet our long-term liquidity requirements.

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.

Net cash provided by/(used in) operating activities

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

Net cash used in operating activities was $136.6 million for the three months ended March 31, 2026. The period-over-period change in net cash provided by/(used in) operating activities reflects primarily lower proceeds received from capital provision assets.

Net cash provided by/(used in) investing activities

Net cash used in investing activities was $2.9 million for the three months ended March 31, 2026. The year-over-year change in net cash provided by/(used in) investing activities was primarily due to the acquisitions of equity method and other investments.

Net cash provided by/(used in) financing activities

Net cash provided by financing activities was $276.0 million for the three months ended March 31, 2026. The period-over-period change in net cash provided by/(used in) financing activities was primarily due to the issuance of the 2034 Notes in 2026 and the impact from third-party net contributions, partially offset by the redemption of the 2026 Bonds.

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 “Non-GAAP financial measures and KPIs—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 decreased 65% for the three months ended March 31, 2026, reflecting primarily lower cash receipts from realizations during 2026 as compared to 2025. In addition, during 2026, we had lower collections on the due from settlement of capital provision assets receivable that was outstanding as of December 31, 2025 as compared to our collections in 2025 on the due from settlement of capital provision assets receivable that was outstanding as of December 31, 2024. Of the $164.8 million of due from settlement of capital provision assets receivables as of December 31, 2025, 39% was collected in cash during 2026.

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.

Off-balance sheet arrangements

As of March 31, 2026 and December 31, 2025, we had off-balance sheet arrangements relating to legal finance assets with structured entities that aggregate claims from multiple parties in the amount of $22.7 million and $23.4 million, respectively. See note 12 (Variable interest entities) to our unaudited condensed consolidated financial statements contained in this Form 10-Q for additional information with respect to structured entities.