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Sun Oct 25 · markets closed1 signal on Oct 2494 insider buys this week · $48.3MCIRO short report next: Oct 30The week ahead

BUR

Burford Capital Ltd
NYSE · FINANCIALS · FINANCE SERVICES
3.36
−0.01 −0.30%
USD · close Oct 23
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60
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0
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0
nobody we score has called it yet
MKT CAP $737.8MP/E —DIV YIELD —FCF YIELD -25.06%REV TTM −$1.5B −331.0%NET INCOME −$1.7B −797.2%NET DEBT $1.7B52W 3.00 – 11.29SEC XBRL · TTM TO Invalid Date

How BUR rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025
Text kept
62%
of sentences unchanged
Added
113
new sentences
Dropped
115
sentences removed
Length
+98
words, now 18,660

New in FY2025

  • Persons investing in our securities should carefully consider the risks set forth below and the other information contained in this 2025 Form 10-K and our other reports that we file with, or furnish to, the SEC from time to time, including our consolidated financial statements and accompanying notes.
  • Summary of risk factors Risks relating to our business and industry ▪ Litigation outcomes are risky and difficult to predict, and a loss in a litigation matter may result in the total loss of our capital associated with that matter. ▪ Our revenues, earnings and cash flows can vary materially between periods as both the timing of resolution and the outcome of litigation matters are difficult to predict. ▪ Our success depends on our ability to identify and select suitable legal finance assets to finance, and our failure to do so could have a material adverse effect on our business, financial condition, results of operations and/or liquidity. ▪ Our business and operations could suffer if we are not able to prevent improper use or disclosure of, or access to, privileged information, intellectual property or litigation or business strategy due to cybersecurity breaches, unauthorized use or theft. ▪ The inaccuracy or failure of the probabilistic model and decision science tools, including AI technologies, we use to predict the returns on our legal finance assets and in our operations could have a material adverse effect on our business. ▪ The laws relating to privileged information are complex and continue to evolve, and any adverse court rulings, changes in law or other developments could impair our ability to conduct effective due diligence on potential legal finance assets. ▪ The due diligence process that we undertake in connection with financing legal finance assets may not reveal all facts that may be relevant in connection with such financing. ▪ Investors will not have an opportunity to independently evaluate our legal finance assets. ▪ 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. ▪ Our portfolio may be concentrated in cases likely to have correlated results, and we have a number of assets involving the same counterparty. ▪ The lack of liquidity of our legal finance assets may adversely affect our business, financial condition, results of operations and/or liquidity. ▪ We have commitments in excess of our available capital. ▪ Changes in market conditions may negatively impact our ability to obtain attractive external capital or to refinance our outstanding indebtedness and may increase the cost of such financing or refinancing if it is obtained. ▪ We face substantial competition for opportunities with respect to legal finance assets, which could delay commitment and/or deployment of our capital, reduce returns and result in losses. ▪ If lawyers who prosecute and/or defend claims that we have financed fail to exercise due skill and care, or if their interests or those of their clients are not aligned with ours, the value of our legal finance assets could be materially adversely affected. ▪ We may not earn asset management fees and/or performance fees from our private funds. ▪ A significant portion of our AUM is attributable to private funds with a single investor. ▪ Negative publicity about or public perception of the legal finance industry or us could adversely affect our reputation, business, financial condition, results of operations and/or liquidity.
  • T a b l e o f C o n t e n t s ▪ We report our capital provision assets at fair value, which may result in us recognizing non-cash income that may never be realized. ▪ 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. ▪ Developments in AI technologies could disrupt the markets in which we operate and subject us to increased competition, legal and regulatory risks and compliance costs. ▪ Expectations relating to ESG considerations could expose us to potential liabilities, increased costs and reputational harm and adversely affect our business, financial condition, results of operations and/or liquidity. ▪ There are inherent uncertainties involved in estimates, judgments and assumptions used in the preparation of our consolidated financial statements. ▪ Our past performance may not be indicative of our future results of operations. ▪ Litigation and legal proceedings against us could adversely impact our business, financial condition, results of operations and/or liquidity. ▪ Our success depends substantially on the continued retention of certain key personnel and our ability to hire and retain qualified personnel in the future to support our growth and execute our business strategies. ▪ Our international operations subject us to increased risks. ▪ We may face exposure to foreign currency exchange rate fluctuations and may hold unhedged securities positions. ▪ The tax treatment of our financing arrangements is subject to significant uncertainty. ▪ 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.
  • Risks relating to cybersecurity, third-party service providers, information systems and data privacy and protection ▪ Information systems risks could result in the loss of data, dissemination of confidential or privileged information, business interruptions or reputational damage, which could in turn subject us to regulatory actions, increased costs and financial loss. ▪ Catastrophic events could materially adversely affect our business, financial condition, results of operations and/or liquidity. ▪ Our operations depend on the proper functioning of information systems. ▪ The failure of our third-party service providers to fulfill their obligations, or misconduct by our third-party service providers, may have a material adverse effect on our business, financial condition, results of operations and/or liquidity. ▪ We are required to maintain the privacy and security of personal information and comply with applicable data privacy and protection laws and regulations.
  • Risks relating to our indebtedness ▪ We face certain risks relating to our indebtedness and our ability to incur additional indebtedness.
  • Risks relating to our ordinary shares ▪ We face certain risks relating to our ordinary shares, including fluctuations in the trading price and volume of our ordinary shares, lack of assurance that we will pay dividends or distributions on our ordinary shares and declines in the market price of our ordinary shares as a result of future issuances or sales of our securities. ▪ We face certain risks relating to the requirements of being a US domestic public company. ▪ If we are unable to satisfy the requirements of the Sarbanes-Oxley Act or if our internal control over financial reporting is not effective, the reliability of our financial statements may be impacted.
  • Risks relating to our incorporation in Guernsey T a b l e o f C o n t e n t s ▪ We face certain risks relating to our incorporation in Guernsey, including differences in rights and protections afforded to our shareholders under Guernsey law, insolvency laws of Guernsey being less favorable than US bankruptcy laws and complexities of effecting service of US court process or enforcement of US judgments.
  • It is difficult to predict the outcome of litigation, particularly complex commercial litigation of the type we finance.
  • The Commitments Committee is primarily responsible for approving the legal finance opportunities that have been identified for us to finance.
  • Our business and operations could suffer if we are not able to prevent improper use or disclosure of, or access to, privileged information, intellectual property or litigation or business strategy due to cybersecurity breaches, unauthorized use or theft.
  • When we receive privileged information, we are under a strict obligation to T a b l e o f C o n t e n t s protect it.
  • As described under “— Risks relating to cybersecurity, third-party service providers, information systems and data privacy and protection—Information systems risks could result in the loss of data, dissemination of confidential or privileged information, business interruptions or reputational damage, which could in turn subject us to regulatory actions, increased costs and financial loss ”, attempts to gain unauthorized access to our information systems have become increasingly sophisticated over time, and our efforts to detect and investigate all security incidents and to prevent their recurrence may be unsuccessful.
  • Although we have implemented controls and cybersecurity measures and technologies to protect privileged information, there can be no assurance that such controls or cybersecurity measures or technologies will be effective.
  • T a b l e o f C o n t e n t s The due diligence process that we undertake in connection with financing legal finance assets may not reveal all facts that may be relevant in connection with such financing.
  • T a b l e o f C o n t e n t s Our portfolio may be concentrated in cases likely to have correlated results, and we have a number of assets involving the same counterparty.
  • We estimate that the fair value of the assets underlying our largest correlated exposure (excluding the YPF-related assets) represented approximately 5% and 6% of the consolidated fair value of capital provision assets as of December 31, 2025 and 2024, respectively, and approximately 4% and 5% of the capital provision assets in the Principal Finance segment as of December 31, 2025 and 2024, respectively.
  • T a b l e o f C o n t e n t s Changes in market conditions may negatively impact our ability to obtain attractive external capital or to refinance our outstanding indebtedness and may increase the cost of such financing or refinancing if it is obtained.
  • If lawyers who prosecute and/or defend claims that we have financed fail to exercise due skill and care, or if their interests or those of their clients are not aligned with ours, the value of our legal finance assets could be materially adversely affected.
  • We are highly dependent on the lawyers responsible for prosecuting and/or defending the claims that we have financed to do so with due skill and care.
  • If such lawyers fail to perform their services competently or diligently for any reason, the value of the related legal finance assets could be materially adversely affected.
  • Although we typically evaluate the lawyers involved in any legal finance asset we underwrite, we do not select such lawyers and/or may have limited or no prior experience with them.
  • There can be no assurance that such lawyers will perform with the skill and care consistent with our expectations or that the outcome of a case will align with our or such lawyers’ assessment of the case at the time of underwriting.
  • As a matter of legal ethics in most jurisdictions, we generally cannot prevent clients from discharging their lawyers originally engaged in a case and replacing them with other lawyers who may be less experienced or capable, which could negatively affect the conduct or outcome of the case.
  • In addition, our financing of a legal finance asset may also rely, in part, on the economic arrangements with the originally engaged lawyers.
  • If those lawyers are discharged, the value of those economic arrangements may be reduced or eliminated, even if replacement lawyers are retained, which could adversely affect the value of the related legal finance asset.
  • Furthermore, lawyers owe a duty to their clients as well as an overriding duty to the courts.
  • We generally do not own or control the claims that we finance and, therefore, are not the client of the law firm representing the claimant in a case that we finance.
  • As a result, lawyers may be required to act in accordance with their clients’ instructions and interests rather than ours.
  • If the interests of the claimants in cases we have financed are not aligned with ours, actions taken by lawyers representing such claimants could have a material adverse effect on the value of our legal finance assets and, consequently, on our business, financial condition, results of operations and/or liquidity.
  • T a b l e o f C o n t e n t s We may not earn asset management fees and/or performance fees from our private funds.
  • As of December 31, 2025 and 2024, BOF-C and one of our “sidecar” funds, both funds with a single investor which is a sovereign wealth fund, represented approximately 30% and 31%, respectively, of our AUM.
  • Negative publicity about or public perception of the legal finance industry or us could adversely affect our reputation, business, financial condition, results of operations and/or liquidity.
  • T a b l e o f C o n t e n t s We report our capital provision assets at fair value, which may result in us recognizing non-cash income that may never be realized.
  • See note 2 ( Summary of significant accounting policies—Fair value of financial instruments ), note 5 ( Capital provision assets ) and note 14 ( Fair value of assets and liabilities ) to our consolidated financial statements contained in this 2025 Form 10-K and “Management's discussion and analysis of financial condition and results of operations—Results of operations and financial condition—Fair value of capital provision assets” fo r additional information with respect to our valuation policy and fair value of our capital provision assets.
  • We have one set of exposures to the YPF-related assets that accounted for approximately 46% and 42% of the fair value of our capital provision assets as of December 31, 2025 and 2024, respectively.
  • The fair value of the YPF-related assets (both Petersen and Eton Park combined) on our consolidated statements of financial condition was $2.6 billion and $2.2 billion as of December 31, 2025 and 2024, respectively, with unrealized gains of $2.4 billion and $2.1 billion as of December 31, 2025 and 2024, respectively.
  • If we decide not to advance additional capital to such counterparties, it is possible T a b l e o f C o n t e n t s that they will not be able to pursue their claims and we may therefore not earn any returns from such counterparties.
  • AI technologies could significantly disrupt the markets in which we operate and subject us to increased competition, which could have a material adverse effect on our business, financial condition, results of operations and/or liquidity.
  • Some of our competitors may be more successful than us in the development and implementation of new AI technologies to address investor demands or improve operations.
  • If we are unable to adequately advance our capabilities in these areas, or do so at a slower pace than others in our industry, we may be at a disadvantage.

and 73 more.

Gone since FY2024

  • Persons investing in our securities should carefully consider the risks set forth below and the other information contained in this 2024 Form 10-K and our other reports that we file with, or furnish to, the SEC from time to time, including our consolidated financial statements and accompanying notes.
  • Summary of risk factors Risks relating to our business and industry ▪ Litigation outcomes are risky and difficult to predict, and a loss in a litigation matter may result in the total loss of our capital associated with that matter. ▪ Our revenues, earnings and cash flows can vary materially between periods as both the timing of resolution and the outcome of litigation matters are difficult to predict. ▪ Our success depends on our ability to identify and select suitable legal finance assets to finance, and our failure to do so could have a material adverse effect on our business, financial condition, results of operations and/or liquidity. ▪ Our business and operations could suffer if we are not able to prevent improper use or disclosure of, or access to, privileged information under our control due to cybersecurity breaches, unauthorized use or theft. ▪ The inaccuracy or failure of the probabilistic model and decision science tools, including AI technologies, we use to predict the returns on our legal finance assets and in our operations could have a material adverse effect on our business. ▪ The laws relating to privileged information are complex and continue to evolve, and any adverse court rulings, changes in law or other developments could impair our ability to conduct effective due diligence on potential legal finance assets. ▪ The due diligence process that we undertake in connection with financing legal finance assets may not reveal all facts that may be relevant in connection with such financing. ▪ Investors will not have an opportunity to independently evaluate our legal finance assets. ▪ 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. ▪ Our portfolio may be concentrated in cases likely to have correlated results, and we have a number of assets involving the same counterparty. ▪ The lack of liquidity of our legal finance assets may adversely affect our business, financial condition, results of operations and/or liquidity. ▪ We have commitments in excess of our available capital. ▪ Changes in market conditions may negatively impact our ability to obtain attractive external capital or to refinance our outstanding indebtedness and may increase the cost of such financing or refinancing if it is obtained. ▪ We face substantial competition for opportunities with respect to legal finance assets, which could delay commitment and/or deployment of our capital, reduce returns and result in losses. ▪ If lawyers who prosecute and/or defend claims which we have financed fail to exercise due skill and care, or the interests of their clients do not align with ours, there may be a material adverse effect on the value of our legal finance assets. ▪ We may not earn asset management fees and/or performance fees from our private funds. ▪ A significant portion of our AUM is attributable to private funds with a single investor. ▪ Negative publicity or public perception of the legal finance industry or us could adversely affect our reputation, business, financial condition, results of operations and/or liquidity. ▪ We report our capital provision assets at fair value, which may result in us recognizing non-cash income that may never be realized. ▪ 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. ▪ Developments in AI technologies could disrupt the markets in which we operate and subject us to increased competition, legal and regulatory risks and compliance costs. ▪ Expectations relating to ESG considerations could expose us to potential liabilities, increased costs and reputational harm and adversely affect our business, financial condition, results of operations and/or liquidity. ▪ There are inherent uncertainties involved in estimates, judgments and assumptions used in the preparation of our consolidated financial statements. ▪ Our past performance may not be indicative of our future results of operations. ▪ Litigation and legal proceedings against us could adversely impact our business, financial condition, results of operations and/or liquidity. ▪ Our success depends substantially on the continued retention of certain key personnel and our ability to hire and retain qualified personnel in the future to support our growth and execute our business strategies. ▪ Our international operations subject us to increased risks. ▪ We may face exposure to foreign currency exchange rate fluctuations and may hold unhedged securities positions. ▪ The tax treatment of our financing arrangements is subject to significant uncertainty. ▪ 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.
  • Risks relating to cybersecurity, third-party service providers, information systems and data privacy and protection ▪ Cybersecurity risks could result in the loss of data, interruptions in our business or damage to our reputation and subject us to regulatory actions, increased costs and financial losses, any of which could have a material adverse effect on our business, financial condition, results of operations and/or liquidity. ▪ Catastrophic events could materially adversely affect our business, financial condition, results of operations and/or liquidity. ▪ The failure of our third-party service providers to fulfill their obligations, or misconduct by our third-party service providers, may have a material adverse effect on our business, financial condition, results of operations and/or liquidity. ▪ Our operations are dependent on the proper functioning of information systems. ▪ We are required to maintain the privacy and security of personal information and comply with applicable data privacy and protection laws and regulations.
  • Risks relating to our indebtedness ▪ We face certain risk relating to our indebtedness and our ability to incur additional indebtedness.
  • Risks relating to our ordinary shares ▪ We face certain risks relating to our ordinary shares, including fluctuations in the trading price and volume of our ordinary shares, lack of assurance that we will pay dividends or distributions on our ordinary shares and declines in the market price of our ordinary shares as a result of future issuances or sales of our securities. ▪ We face certain risks relating to the requirements of being a US domestic public company. ▪ The material weakness identified in our internal control over financial reporting and the determination that our internal control over financial reporting and disclosure controls and procedures were not effective could impact investors’ views on the reliability of our consolidated financial statements.
  • Risks relating to our incorporation in Guernsey ▪ We face certain risks relating to our incorporation in Guernsey, including differences in rights and protections afforded to our shareholders under Guernsey law, insolvency laws of Guernsey being less favorable than US bankruptcy laws and complexities of effecting service of US court process or enforcement of US judgments.
  • It is difficult to predict the outcome of litigation, particularly complex commercial litigation of the type in which we specialize.
  • The Commitments Committee is primarily responsible for approving the opportunities that have been identified for us to finance.
  • Our business and operations could suffer if we are not able to prevent improper use or disclosure of, or access to, privileged information under our control due to cybersecurity breaches, unauthorized use or theft.
  • When we receive privileged information, we are under a strict obligation to protect it.
  • As described under “— Risks relating to cybersecurity, third-party service providers, information systems and data privacy and protection—Cybersecurity risks could result in the loss of data, interruptions in our business or damage to our reputation and subject us to regulatory actions, increased costs and financial losses, any of which could have a material adverse effect on our business, financial condition, results of operations and/or liquidity ”, attempts to gain unauthorized access to our information systems have become increasingly sophisticated over time, and our efforts to detect and investigate all security incidents and to prevent their recurrence may be unsuccessful.
  • Although we have implemented controls to protect privileged information, there can be no assurance that such controls will be effective.
  • The due diligence process that we undertake in connection with financing legal finance assets may not reveal all facts that may be relevant in connection with such financing.
  • Our portfolio may be concentrated in cases likely to have correlated results, and we have a number of assets involving the same counterparty.
  • We estimate that the fair value of the assets underlying our largest correlated exposure (excluding the 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.
  • Changes in market conditions may negatively impact our ability to obtain attractive external capital or to refinance our outstanding indebtedness and may increase the cost of such financing or refinancing if it is obtained.
  • If lawyers who prosecute and/or defend claims which we have financed fail to exercise due skill and care, or the interests of their clients do not align with ours, there may be a material adverse effect on the value of our legal finance assets.
  • We are particularly reliant on lawyers to prosecute and/or defend claims which we have financed with due skill and care.
  • If they are unable or unwilling to do this for any reason, it is likely to have a material adverse effect on the value of our legal finance assets.
  • We typically evaluate the lawyers involved in any legal finance asset we underwrite, but we do not select such lawyers and/or we may have limited or no experience with such lawyers, and there can be no assurance that the outcome of a case will be in line with our or the lawyers’ assessment of the case or that such lawyers will perform with the expected skill and care.
  • As a matter of legal ethics, in most jurisdictions, we are also unable to prevent our counterparties from discharging the lawyers who were originally in place in a case and replacing them with lawyers who may be less capable.
  • In addition, lawyers owe a duty to their clients as well as an overriding duty to the courts.
  • We generally do not own or control a claim that we have financed and, as a result, we will not be the client of the law firm representing the claimant in a case that is the subject of our commitment or financing.
  • Accordingly, that law firm may be required to act in accordance with its client’s instructions and interests rather than our own.
  • If the interests of the claimants in the cases we have financed are not aligned with ours, the actions of the lawyers representing such claimants could have a material adverse effect on the value of our legal finance assets and, therefore, our business, financial condition, results of operations and/or liquidity.
  • We may not earn asset management fees and/or performance fees from our private funds.
  • As of December 31, 2024 and 2023, BOF-C and one of our “sidecar” funds, both funds with a single investor which is a sovereign wealth fund, represented approximately 31% and 30%, respectively, of our AUM.
  • Negative publicity or public perception of the legal finance industry or us could adversely affect our reputation, business, financial condition, results of operations and/or liquidity.
  • We report our capital provision assets at fair value, which may result in us recognizing non-cash income that may never be realized.
  • See note 2 ( Summary of significant accounting policies—Fair value of financial instruments ), note 5 ( Capital provision assets ) and note 1 4 ( Fair value of assets and liabilities ) to our consolidated financial statements contained in this 2024 Form 10-K and “Management's discussion and analysis of financial condition and results of operations—Results of operations and financial condition—Fair value of capital provision assets” fo r additional information with respect to our valuation policy and fair value of our capital provision assets.
  • We have one set of exposures on the YPF-related assets that accounted for approximately 42% and 41% of the fair value of our capital provision assets as of December 31, 2024 and 2023, respectively.
  • The fair value of the YPF-related assets (both Petersen and Eton Park combined) on our consolidated statements of financial condition was $2.2 billion and $2.1 billion as of December 31, 2024 and 2023, respectively, with unrealized gains of $2.1 billion and $2.0 billion as of December 31, 2024 and 2023, respectively.
  • If we decide not to advance additional capital to such counterparties, it is possible that they will not be able to pursue their claims and we may therefore not earn any returns from such counterparties.
  • AI technologies could significantly disrupt the markets in which we operate and subject us to increased competition, legal and regulatory risks, reputational harm and compliance costs, which could have a material adverse effect on our business, financial condition, results of operations and/or liquidity.
  • We intend to avail ourselves of the potential benefits, insights and efficiencies offered by the use of AI technologies, which present possible risks that cannot be fully mitigated.
  • This could reduce the effectiveness of AI technologies and adversely impact us and our operations to the extent we rely on the work product of such AI technologies in such operations.
  • As is the case with any tool with which we share our data, there is also a risk that AI technologies may be misused or misappropriated by our employees and/or third parties engaged by us.
  • For example, in April 2023, the Federal Trade Commission, the US Department of Justice, the Consumer Financial Protection Bureau and the US Equal Employment Opportunity Commission released a joint statement on AI technologies demonstrating interest in monitoring the development and use of automated systems and enforcement of their respective laws and regulations.
  • In October 2023, then-President Biden signed an executive order that established new standards for AI safety and security.
  • In addition to the regulatory framework in the United States, the European Union is in the process of introducing a new regulation applicable to certain AI technologies and the data used to train, test and deploy them, which, if enacted, could impose significant requirements on both the providers and deployers of AI technologies.

and 75 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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