BOGART CHRISTOPHER P 4

What Happened Christopher P. Bogart, CEO of Burford Capital Ltd (BUR), converted vested RSUs and performance share units (PSUs) into deferred "Phantom RSUs" under the company's non-qualified deferred compensation (NQDC) plan and satisfied tax withholding by surrendering 1,104 ordinary shares. The filing shows: 107,568 RSUs converted to 107,568 Phantom RSUs; 82,829 PSUs converted resulting in 81,725 Phantom RSUs with 1,104 ordinary shares withheld (sold) at $7.70 each, totaling $8,501 for tax obligations. No open-market purchases or discretionary sales beyond the tax withholding were reported.

Key Details

• Transaction date: March 26, 2026; Form 4 filed March 30, 2026 (filed within the usual reporting window).
• Tax withholding/net settlement: 1,104 ordinary shares disposed at $7.70 for $8,501 (transaction code F).
• Derivative conversions: 107,568 RSUs → 107,568 Phantom RSUs (codes M and A); 82,829 PSUs converted, resulting in 81,725 Phantom RSUs (codes M and A), with 1,104 shares used for tax withholding.
• Phantom RSUs: contingent rights to the economic equivalent of one ordinary share, payable in cash or shares under the NQDC Plan (see footnotes F2–F6).
• Shares owned after the transactions: not specified in this filing.
• Spouse: separate transactions by Elizabeth O’Connell (the reporting person’s spouse) are reported separately (footnote F3).

Context This was largely an administrative conversion/settlement: Bogart elected to defer vested RSUs and PSUs into Phantom RSUs rather than receive immediate ordinary shares, and the company satisfied tax withholding by retaining/surrendering 1,104 shares (a common practice). Phantom RSUs are not immediate share ownership but represent future economic exposure (cash or share settlement) per the NQDC Plan. These actions are routine compensation/deferral transactions rather than an outright open-market purchase or a discretionary sell that would signal a trading preference.