1 unchanged sentence
Issuer’s Purchases of Equity Securities
−Removed: The following table reflects purchases of AGL common shares made by the Company during third quarter 2023.
+Added: The following table reflects purchases of AGL common shares made by the Company during first quarter 2024.
Purchased (1) Average
5 unchanged sentences
Under the Program (3)
−Removed: July 1 - July 31 257,066 $ 57.64 257,066 $ 162,128,831
−Removed: August 1 - August 31 264,107 $ 59.73 261,580 $ 146,509,723
−Removed: September 1 - September 30 547,256 $ 60.61 547,256 $ 113,343,260
+Added: January 1 - January 31 502,141 $ 77.30 502,141 $ 265,274,588
+Added: February 1 - February 29 834,355 $ 84.01 499,010 $ 223,738,173
+Added: March 1 - March 31 538,464 $ 91.15 538,127 $ 174,686,778
Total 1,874,960 $ 84.26 1,539,278
____________________
−Removed: (1) After giving effect to repurchases since the Board first authorized the repurchase program on January 18, 2013, through November 7, 2023, the Company has repurchased a total of 143 million common shares for approximately $4.8 billion, excluding commissions, at an average price of $33.49 per share.
−Removed: On November 1, 2023, the Company announced that the Board of Directors had authorized an additional $300 million of share repurchases.
−Removed: As of November 7, 2023, the remaining authorization the Company was authorized to purchase was $372 million of its common shares, on a settlement basis.
+Added: (1) The total number of shares purchased also includes shares purchased as a result of employees surrendering shares as payment for withholding taxes upon vesting of share awards.
+Added: (2) After giving effect to repurchases since the Board first authorized the repurchase program on January 18, 2013, through May 7, 2024, the Company has repurchased a total of 146 million common shares for approximately $5.1 billion, excluding commissions, at an average price of $34.50 per share.
+Added: On May 2, 2024, the Company announced that the Board of Directors had authorized an additional $300 million of share repurchases.
+Added: As of May 7, 2024, the remaining authorization the Company was authorized to purchase was $414 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.
−Removed: (2) Excludes commissions.
+Added: (3) Excludes commissions and excise taxes.
OTHER MATTERS
10b5-1 Trading Plans
−Removed: During third 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).
+Added: During first quarter 2024, 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
−Removed: 4.1 Form of Officer’s Certificate related to 6.125% Senior Notes due 2028, containing Form of 6.125% Senior Notes due 2028 as Exhibit A (Incorporated by reference to Exhibit 4.1 to Form 8-K filed on August 21, 2023 )
−Removed: 10.1 Separation Agreement, dated as of July 7, 2023, between the Company and David A.
+Added: 10.1 2024 Form of Executive TSR Performance Based Restricted Share Unit Agreement under the Assured Guaranty Ltd.
+Added: 2004 Long-Term Incentive Plan*
+Added: 10.2 2024 Form of Executive ABV Performance Based Restricted Share Unit Agreement under the Assured Guaranty Ltd.
+Added: 2004 Long-Term Incentive Plan*
+Added: 10.3 2024 Form of Executive Restricted Share Unit Agreement under the Assured Guaranty Ltd.
+Added: 2004 Long-Term Incentive Plan*
+Added: 10.4 2024 Form of Executive Non-Equity Incentive Award Agreement under the Assured Guaranty Ltd.
+Added: 2004 Long-Term Incentive Plan*
+Added: 10.5 Form of Restricted Share Agreement for Non-Executive Directors under the Assured Guaranty Ltd.
+Added: 2024 Long-Term Incentive Plan, as in effect for awards commencing in 2024*
+Added: 10.6 Assured Guaranty Ltd.
+Added: 2024 Long-Term Incentive Plan*
+Added: 10.7 Director Compensation Summary*
22.0 Subsidiary Companies and Issuers of Guaranteed Securities
5 unchanged sentences
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002
−Removed: 101.1 The following financial information from Assured Guaranty Ltd.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 formatted in Inline XBRL:
−Removed: (i) Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022;
−Removed: (ii) Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2023 and 2022;
−Removed: (iii) Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2023 and 2022;
−Removed: (iv) Condensed Consolidated Statements of Shareholders’ Equity for the three and nine months ended September 30, 2023 and 2022;
−Removed: (v) Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2023 and 2022;
+Added: 101.1 The following financial information from Assured Guaranty Ltd.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 formatted in Inline XBRL:
+Added: (i) Condensed Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023;
+Added: (ii) Condensed Consolidated Statements of Operations for the three months ended March 31, 2024 and 2023;
+Added: (iii) Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2024 and 2023;
+Added: (iv) Condensed Consolidated Statements of Shareholders’ Equity for the three months ended March 31, 2024 and 2023;
+Added: (v) Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2024 and 2023;
and (vi) Notes to Condensed Consolidated Financial Statements.
−Removed: 104.1 The Cover Page Interactive Data File from Assured Guaranty Ltd.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 formatted, in Inline XBRL (the cover page XBRL tags are embedded in the Inline XBRL document and included in Exhibit 101).
+Added: 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, 2024 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
1 unchanged sentence
ASSURED GUARANTY LTD.
−Removed: Dated November 8, 2023 By:
−Removed: /s/ ROBERT A.
+Added: Dated May 8, 2024 By:
+Added: /s/ BENJAMIN G.
Chief Financial Officer (Principal Financial Officer and Duly Authorized Officer)
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.