Burford Capital (NYSE: BUR) CAO RSUs vest; shares withheld for tax

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Burford Capital’s Chief Accounting Officer, Charles Utley, reported RSU vesting that converted into Ordinary Shares. An award of 16,962 restricted share units granted on March 22, 2023 vested in full on the third anniversary, and 4,044 RSUs from a March 13, 2025 grant also vested, with each RSU converting into one Ordinary Share at no exercise price.

To cover tax obligations on this vesting, 8,466 Ordinary Shares were delivered back to the company at $7.70 per share, a tax-withholding disposition rather than an open-market sale. After these transactions, Utley directly holds 31,401 Ordinary Shares, reflecting routine equity compensation and related tax settlement.

Insider Trade Summary

21,006 shares exercised/converted

Mixed 5 txns

Insider Utley Charles

Role Chief Accounting Officer

Type	Security	Shares	Price	Value
Exercise	RSUs	16,962	$0.00	--
Exercise	RSUs	4,044	$0.00	--
Exercise	Ordinary shares, no par value ("Ordinary Shares")	16,962	$0.00	--
Exercise	Ordinary Shares	4,044	$0.00	--
Tax Withholding	Ordinary Shares	8,466	$7.70	$65K

Holdings After Transaction: RSUs — 40,435 shares (Direct); Ordinary shares, no par value ("Ordinary Shares") — 35,823 shares (Direct); Ordinary Shares — 39,867 shares (Direct)

Footnotes (1)

Represents vesting of an award of restricted share units ("RSUs") granted on March 22, 2023 that vested in full on the third anniversary of the grant date. Each RSU converts into an Ordinary Share on a one-for-one basis. Represents vesting of one-third of an award of RSUs granted on March 13, 2025. Each RSU converts into an Ordinary Share on a one-for-one basis. Represents satisfaction of tax withholding obligations by net settlement of Ordinary Shares upon vesting of RSUs.

Key Figures

2023 RSU vesting: 16,962 RSUs 2025 RSU vesting tranche: 4,044 RSUs Total RSUs vested: 21,006 RSUs +3 more

6 metrics

2023 RSU vesting 16,962 RSUs Award granted March 22, 2023; vested in full on third anniversary

2025 RSU vesting tranche 4,044 RSUs One-third of RSU award granted March 13, 2025 vested

Total RSUs vested 21,006 RSUs Total RSUs converting into Ordinary Shares on March 26, 2026

Tax withholding shares 8,466 shares Ordinary Shares delivered to satisfy tax obligations at $7.70

Tax withholding price $7.70 per share Value used for Ordinary Shares withheld for taxes

Post-transaction holdings 31,401 shares Ordinary Shares directly owned by Charles Utley after transactions

Key Terms

restricted share units, RSUs, net settlement, tax withholding obligations, +1 more

5 terms

RSUs financial

"Each RSU converts into an Ordinary Share on a one-for-one basis"

RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.

net settlement financial

"Represents satisfaction of tax withholding obligations by net settlement of Ordinary Shares"

tax withholding obligations financial

"Represents satisfaction of tax withholding obligations by net settlement of Ordinary Shares upon vesting of RSUs"

Ordinary Shares financial

"Each RSU converts into an Ordinary Share on a one-for-one basis"

Ordinary shares are a type of ownership stake in a company, giving shareholders a right to participate in the company’s profits and decision-making through voting. They are similar to owning a piece of a business, and their value can rise or fall based on the company's performance. Investors buy ordinary shares to potentially earn dividends and benefit from the company's growth over time.

Form 4 Insider Transactions: What Each Field Means →

03/30/2026 - 05:36 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Utley Charles

(Last)

(First)

(Middle)

C/O BURFORD CAPITAL LIMITED

OAK HOUSE, HIRZEL STREET

(Street)

ST. PETER PORT

GY1 2NP

(City)

(State)

(Zip)

GUERNSEY

(Country)

2. Issuer Name and Ticker or Trading Symbol
Burford Capital Ltd [ BUR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Accounting Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/26/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary shares, no par value ("Ordinary Shares")	03/26/2026		M		16,962⁽¹⁾	A	$0	35,823	D
Ordinary Shares	03/26/2026		M		4,044⁽²⁾	A	$0	39,867	D
Ordinary Shares	03/26/2026		F		8,466⁽³⁾	D	$7.7	31,401	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
RSUs	⁽¹⁾	03/26/2026		M			16,962	⁽¹⁾	⁽¹⁾	Ordinary Shares	16,962	$0	40,435	D
RSUs	⁽²⁾	03/26/2026		M			4,044	⁽²⁾	⁽²⁾	Ordinary Shares	4,044	$0	36,391	D

Explanation of Responses:

1. Represents vesting of an award of restricted share units ("RSUs") granted on March 22, 2023 that vested in full on the third anniversary of the grant date. Each RSU converts into an Ordinary Share on a one-for-one basis.

2. Represents vesting of one-third of an award of RSUs granted on March 13, 2025. Each RSU converts into an Ordinary Share on a one-for-one basis.

3. Represents satisfaction of tax withholding obligations by net settlement of Ordinary Shares upon vesting of RSUs.

Remarks:

	/s/ Mark N. Klein, as attorney-in-fact	03/30/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Burford Capital (BUR) report for Charles Utley?

Burford Capital reported that Chief Accounting Officer Charles Utley had RSU awards vest, converting into Ordinary Shares. The vesting reflects equity compensation becoming shares, not an open-market purchase, and was paired with a separate share disposition to satisfy tax obligations on the award.

How many Burford Capital RSUs vested for Charles Utley in this Form 4?

A total of 21,006 RSUs vested for Charles Utley: 16,962 from a March 22, 2023 grant and 4,044 representing one-third of a March 13, 2025 grant. Each restricted share unit converted one-for-one into Burford Capital Ordinary Shares upon vesting on March 26, 2026.

Did Charles Utley buy or sell Burford Capital shares on the market?

The filing shows no open-market buy or sell by Charles Utley. Instead, RSUs vested into Ordinary Shares at a zero exercise price, and 8,466 shares were withheld at $7.70 each to cover tax obligations, which is a non-market tax-withholding disposition rather than a discretionary sale.

How many Burford Capital shares were withheld for taxes in this transaction?

The Form 4 reports that 8,466 Burford Capital Ordinary Shares were delivered to satisfy tax withholding obligations. These shares were valued at $7.70 per share for this purpose, representing a standard net settlement mechanism when restricted share units vest into company equity for an executive.

What is Charles Utley’s Burford Capital shareholding after the RSU vesting?

Following the RSU vesting and related tax-share withholding, Charles Utley directly owns 31,401 Burford Capital Ordinary Shares. This post-transaction balance reflects the newly converted RSUs minus the shares used to cover taxes, and it represents his reported direct equity position after these compensation events.

How were the Burford Capital RSU grants structured in this filing?

One RSU grant was made on March 22, 2023 and vested fully on its third anniversary, covering 16,962 units. Another grant was made on March 13, 2025, with one-third, or 4,044 RSUs, vesting. In both cases, each restricted share unit converted into one Ordinary Share upon vesting.