Item 2. Unregistered Sales of Equity Securities
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer’s Purchases of Equity Securities
The following table reflects purchases of AGL common shares made by the Company during First Quarter 2022.
Period Total
Number of
Shares
Purchased Average
Price Paid
Per Share Total Number of
Shares Purchased as
Part of Publicly
Announced Program (1) Maximum Number
(or Approximate Dollar Value) of Shares that May Yet Be
Purchased
Under the Program (2)
January 1 - January 31 940,333 $ 52.80 940,333 $ 56,124,501
February 1 - February 28 1,051,645 $ 57.55 836,967 $ 359,035,582
March 1 - March 31 961,259 $ 60.66 960,923 $ 300,749,261
Total 2,953,237 $ 57.05 2,738,223
____________________
(1) After giving effect to repurchases since the Board first authorized the repurchase program on January 18, 2013, through May 5, 2022, the Company has repurchased a total of 135.8 million common shares for approximately $4,374 million, excluding commissions, at an average price of $32.21 per share. On February 24, 2022, the Company announced that the Board of Directors had authorized an additional $350 million of share repurchases. As of May 5, 2022, the remaining authorization the Company was authorized to purchase was $240 million of its common shares, on a settlement basis. The repurchase program has no expiration date and the Board has previously increased the authorization periodically.
(2) Excludes commissions.
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ITEM 6. EXHIBITS
The following exhibits are filed with this report:
Exhibit
Number Description of Document
10.1 2022 Form of Executive TSR Performance Based Restricted Stock Unit Agreement under the Assured Guaranty Ltd. 2004 Long-Term Incentive Plan*
10.2 2022 Form of Executive ABV Performance Based Restricted Stock Unit Agreement under the Assured Guaranty Ltd. 2004 Long-Term Incentive Plan*
10.3 2022 Form of Executive Restricted Stock Unit Agreement under the Assured Guaranty Ltd. 2004 Long-Term Incentive Plan*
10.4 2022 Form of Executive Non-Equity Incentive Award Agreement under the Assured Guaranty L td . 2004 Long-Term Incentive Plan*
10.5 2022 Form of Non-Executive Performance Retention Award under the Assured Guaranty Ltd. 2004 Long-Term Incentive Plan*
10.6 2022 Form of Non-Executive Restricted Stock Unit Agreement under the Assured Guaranty Ltd. 2004 Long-Term Incentive Plan*
10.7 Form of Restricted Stock Agreement for Outside Directors under Assured Guaranty Ltd. 2004 Long-Term Incentive Plan, as in effect for awards commencing in 2022*
10.8 Form of Indemnification Agreement between the Company and its executive officers and directors*
31.1 Certification of CEO Pursuant to Exchange Act Rules 13A-14 and 15D-14, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of CFO Pursuant to Exchange Act Rules 13A-14 and 15D-14, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of CEO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002
32.2 Certification of CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002
101.1 The following financial information from Assured Guaranty Ltd.’s Quarterly Report on Form 10-Q for the
quarter ended March 31, 2022 formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets at March 31, 2022 and December 31, 2021; (ii) Condensed Consolidated Statements of Operations for the Three Months ended March 31, 2022 and 2021; (iii) Condensed Consolidated Statements of Comprehensive Income for the Three Months ended March 31, 2022 and 2021; (iv) Condensed Consolidated Statements of Shareholders’ Equity for the Three Months ended March 31, 2022 and 2021; (v) Condensed Consolidated Statements of Cash Flows for the Three Months ended March 31, 2022 and 2021; and (vi) Notes to Condensed Consolidated Financial Statements.
104.1 The Cover Page Interactive Data File from Assured Guaranty Ltd.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 formatted, in Inline XBRL (the cover page XBRL tags are embedded in the Inline XBRL document and included in Exhibit 101).
* Management contract or compensatory plan
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
ASSURED GUARANTY LTD.
(Registrant)
Dated May 6, 2022 By: /s/ ROBERT A. BAILENSON
Robert A. Bailenson
Chief Financial Officer (Principal Financial Officer and Duly Authorized Officer)
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