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 second quarter 2024.
Period Total
Number of
Shares
Purchased (1) Average
Price Paid
Per Share Total Number of
Shares Purchased as
Part of Publicly
Announced Program (2) Maximum Number
(or Approximate Dollar Value) of Shares that May Yet Be
Purchased
Under the Program (3)
April 1 - April 30 654,817 $ 81.14 654,742 $ 121,563,952
May 1 - May 31 661,719 $ 77.51 650,625 $ 371,128,601
June 1 - June 30 624,745 $ 76.75 622,961 $ 323,317,154
Total 1,941,281 $ 78.49 1,928,328
____________________
(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.
(2) After giving effect to repurchases since the Board first authorized the repurchase program on January 18, 2013, through August 6, 2024, the Company has repurchased a total of 148 million common shares for approximately $5.2 billion, excluding commissions, at an average price of $35.02 per share. On May 2, 2024, the Company announced that the Board of Directors had authorized an additional $300 million of share repurchases. As of August 6, 2024, the remaining authorization the Company was authorized to purchase was $275 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.
(3) Excludes commissions and excise taxes.
ITEM 5. OTHER MATTERS
10b5-1 Trading Plans
During second 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).
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ITEM 6. EXHIBITS
The following exhibits are filed with this report:
Exhibit
Number Description of Document
10.1 Assured Guaranty Ltd. 2024 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.6 to Form 10-Q for the quarter ended March 31, 2024)*
10.2 Form of Restricted Share Agreement for Non-Executive Directors under the Assured Guaranty Ltd. 2024 Long-Term Incentive, as in effect for awards commencing in 2024 (Incorporated by reference to Exhibit 10.5 to Form 10-Q for the quarter ended March 31, 2024)*
22.0 Subsidiary Companies and Issuers of Guaranteed Securities
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 June 30, 2024 formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023; (ii) Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2024 and 2023; (iii) Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2024 and 2023; (iv) Condensed Consolidated Statements of Shareholders’ Equity for the three and six months ended June 30, 2024 and 2023; (v) Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2023; 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 June 30, 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
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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 August 8, 2024 By: /s/ BENJAMIN G. ROSENBLUM
Benjamin G. Rosenblum
Chief Financial Officer (Principal Financial Officer and Duly Authorized Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.