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What changed 10-Q

Item 2. Unregistered Sales of Equity Securities

2023-08-09 compared with 2023-05-10 · 19 added, 30 removed, 27 unchanged (64% of the section changed)

1 unchanged sentence

Issuer’s Purchases of Equity Securities

The following table reflects purchases of AGL common shares made by the Company during first quarter 2023.

The following table reflects purchases of AGL common shares made by the Company during second quarter 2023.

Purchased Average

5 unchanged sentences

Under the Program (2)

January 1 - January 31 36,369 $ 62.23 36,369 $ 201,040,120

February 1 - February 28 239,153 $ 62.43 — $ 201,040,120

March 1 - March 31 337 $ 55.37 — $ 201,040,120

April 1 - April 30 — $ — — $ 201,040,120

May 1 - May 31 177,741 $ 52.27 168,000 $ 192,263,706

June 1 - June 30 285,942 $ 53.57 285,942 $ 176,946,450

Total 463,683 $ 53.07 453,942

____________________

(1) After giving effect to repurchases since the Board first authorized the repurchase program on January 18, 2013, through May 9, 2023, the Company has repurchased a total of 141 million common shares for approximately $4.7 billion, excluding commissions, at an average price of $33.09 per share.

As of May 9, 2023, the remaining authorization the Company was authorized to purchase was $201 million of its common shares, on a settlement basis.

(1) After giving effect to repurchases since the Board first authorized the repurchase program on January 18, 2013, through August 8, 2023, the Company has repurchased a total of 142 million common shares for approximately $4.7 billion, excluding commissions, at an average price of $33.21 per share.

As of August 8, 2023, the remaining authorization the Company was authorized to purchase was $158 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.

OTHER MATTERS

10b5-1 Trading Plans

During second quarter 2023, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted , terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act).

The following exhibits are filed with this report:

Number Description of Document

10.1 2023 Form of Executive ABV Performance Based Restricted Stock Unit Agreement under the Assured Guaranty Ltd.

2004 Long-Term Incentive Plan*

10.2 2023 Form of Executive Restricted Stock Unit Agreement under the Assured Guaranty Ltd.

2004 Long-Term Incentive Plan*

10.3 2023 Form of Executive Non-Equity Incentive Award Agreement under the Assured Guaranty Ltd.

2004 Long-Term Incentive Plan*

10.4 2023 Form of Non-Executive Performance Retention Award Agreement under the Assured Guaranty Ltd.

2004 Long-Term Incentive Plan*

10.5 2023 Form of Non-Executive Restricted Stock Unit Agreement under the Assured Guaranty Ltd.

2004 Long-Term Incentive Plan*

10.6 Form of Restricted Stock Agreement for Outside Directors under the Assured Guaranty Ltd.

2004 Long-Term Incentive Plan, as in effect for awards commencing in 2023*

10.7 Director Compensation Summary*

10.8 Assured Guaranty Ltd.

Employee Stock Purchase Plan as amended through the fourth amendment *

2.1 Transaction agreement, dated April 5, 2023, between Assured Guaranty US Holdings Inc., Assured Investment Management LLC, Assured Investment Management GP Holdings LLC, Sound Point Capital Management, L.P.

and Sound Point GP Parent, LLC (Incorporated by reference to Exhibit 2.1 to Form 8-K filed on April 5, 2023)

22.0 Subsidiary Companies and Issuers of Guaranteed Securities (Incorporated by reference to Exhibit 22.0 to Form 10-K for the year ended December 31, 2021)

5 unchanged sentences

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, 2023 formatted in Inline XBRL:

(i) Condensed Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022;

(ii) Condensed Consolidated Statements of Operations for the three months ended March 31, 2023 and 2022;

(iii) Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2023 and 2022;

(iv) Condensed Consolidated Statements of Shareholders’ Equity for the three months ended March 31, 2023 and 2022;

(v) Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2023 and 2022;

101.1 The following financial information from Assured Guaranty Ltd.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 formatted in Inline XBRL:

(i) Condensed Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022;

(ii) Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2023 and 2022;

(iii) Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2023 and 2022;

(iv) Condensed Consolidated Statements of Shareholders’ Equity for the three and six months ended June 30, 2023 and 2022;

(v) Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2023 and 2022;

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, 2023 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

104.1 The Cover Page Interactive Data File from Assured Guaranty Ltd.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 formatted, in Inline XBRL (the cover page XBRL tags are embedded in the Inline XBRL document and included in Exhibit 101).

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.

Dated May 10, 2023 By:

Dated August 9, 2023 By:

/s/ ROBERT A.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.