What changed in this filing

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Item 9A. Controls and Procedures

2025-02-28 compared with 2024-02-28 · 52 added, 37 removed, 250 unchanged (26% of the section changed)

9 unchanged sentences

The management of AGL is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).

Internal control over financial reporting is a process designed by, or under the supervision of, the Company’s CEO and CFO to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s consolidated financial statements for external purposes in accordance with GAAP.

Internal control over financial reporting is a process designed by, or under the supervision of, the Company’s CEO and CFO to provide reasonable assurance regarding the

reliability of financial reporting and the preparation of the Company’s consolidated financial statements for external purposes in accordance with GAAP.

Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management of the Company has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023 using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway

Commission (COSO) in the 2013 Internal Control-Integrated Framework.

Management of the Company has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024 using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in the 2013 Internal Control-Integrated Framework.

Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2024 based on criteria in the 2013 Internal Control-Integrated Framework issued by the COSO.

1 unchanged sentence

OTHER INFORMATION

10b5-1 Trading Plans

Insider Trading Arrangements

During the fourth quarter of 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).

2 unchanged sentences

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information pertaining to this item is incorporated by reference to the sections entitled “Proposal No.

Election Of Directors”, “Corporate Governance—How Are Directors Nominated?” and “Corporate Governance—Committees Of The Board—The Audit Committee” of the definitive proxy statement for the Annual General Meeting of Shareholders, which involves the election of directors and will be filed with the SEC not later than 120 days after the close of the fiscal year pursuant to regulation 14A.

Information pertaining to this item is incorporated by reference to the definitive proxy statement for the 2025 Annual General Meeting of Shareholders, which will be filed with the SEC not later than 120 days after the close of the fiscal year covered by this Form 10-K.

Information about the executive officers of AGL is set forth at the end of Part I of this Form 10-K and is hereby incorporated by reference.

3 unchanged sentences

The Company intends to disclose on its internet site any amendments to, or waivers from, its Global Code of Ethics that are required to be publicly disclosed pursuant to the rules of the SEC or the NYSE.

Insider Trading Policy

The Company has established an insider trading policy that sets out guidelines for its officers, directors and employees with respect to transactions in the Company’s securities that it believes is reasonably designed to promote compliance with insider trading laws, rules and regulations, and NYSE listing standards.

The policy details the circumstances under which such individuals may, after obtaining consent, buy and sell such securities.

The policy also sets out the circumstances under which such individuals are authorized to enter into, amend or terminate equity trading plans established according to Section 10b5-1 of the Exchange Act with an independent broker-dealer.

An equity trading plan is a written document that preestablishes the amounts, prices and dates (or formula for determining the amounts, prices and dates) of future purchases or sales of the Company’s securities, including sales of shares acquired under the Company’s equity plans.

Under a Rule 10b5-1 trading arrangement, a broker-dealer executes trades pursuant to parameters established by the officer, director or employee when entering into the plan, without further direction from such person.

The Company’s officers, directors and employees may buy or sell the Company’s securities outside of a Rule 10b5-1 trading arrangement only when they are not in possession of material nonpublic information.

EXECUTIVE COMPENSATION

This item is incorporated by reference to the sections entitled “Executive Compensation”, “Corporate Governance—Compensation Committee Interlocking And Insider Participation” and “Corporate Governance—How Are Directors Compensated?” of the definitive proxy statement for the Annual General Meeting of Shareholders, which will be filed with the SEC not later than 120 days after the close of the fiscal year pursuant to regulation 14A.

This item is incorporated by reference to the definitive proxy statement for the 2025 Annual General Meeting of Shareholders, which will be filed with the SEC not later than 120 days after the close of the fiscal year covered by this Form 10-K.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

This item is incorporated by reference to the sections entitled “Information About Our Common Share Ownership” and “Equity Compensation Plans Information” of the definitive proxy statement for the Annual General Meeting of Shareholders, which will be filed with the SEC not later than 120 days after the close of the fiscal year pursuant to regulation 14A.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

This item is incorporated by reference to the sections entitled “Corporate Governance—What Is Our Related Person Transactions Approval Policy And What Procedures Do We Use To Implement It?”, “Corporate Governance—What Related Person Transactions Do We Have?” and “Corporate Governance—Director Independence” of the definitive proxy statement for the Annual General Meeting of Shareholders, which will be filed with the SEC not later than 120 days after the close of the fiscal year pursuant to regulation 14A.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

This item is incorporated by reference to the section entitled “Proposal No.

Appointment Of Independent Auditor—Independent Auditor Fee Information” and “Proposal No.

Appointment Of Independent Auditor—Pre-Approval Policy Of Audit And Non-Audit Services” of the definitive proxy statement for the Annual General Meeting of Shareholders, which will be filed with the SEC not later than 120 days after the close of the fiscal year pursuant to regulation 14A.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

49 unchanged sentences

4.16 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)

4.17 Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

4.17 Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (Incorporated by reference to Exhibit 4.17 to Form 10-K for the year ended December 31, 2024)

10.1 Guaranty by Assured Guaranty Re Ltd.

in favor of Assured Guaranty Re Overseas Ltd., effective as of January 1, 2024

in favor of Assured Guaranty Re Overseas Ltd., effective as of January 1, 2024 (Incorporated by reference to Exhibit 10.1 to Form 10-K for the year ended December 31, 2023)

10.2 Put Agreement between Assured Guaranty Corp.

75 unchanged sentences

10.40 Assured Guaranty Ltd.

2024 Long-Term Incentive Plan*

10.41 Assured Guaranty Ltd.

Employee Stock Purchase Plan, as amended through the Fourth Amendment (Incorporated by reference to Exhibit 10.8 to Form 10-Q for the quarter ended March 31, 2023)*

3 unchanged sentences

Executive Severance Plan and Executive Officer Recoupment Policy (Incorporated by reference to Exhibit 10.46 to Form 10-K for the year ended December 31, 2021)*

10.43 Assured Guaranty Ltd.

Perquisite Policy, established February 9, 2012, and amended and restated on November 1, 2018 (Incorporated by reference to Exhibit 10.57 to Form 10-K for year ended December 31, 2018)*

10.44 Form of Indemnification Agreement between the Company and its executive officers and directors (Incorporated by reference to Exhibit 10.8 to Form 10-Q for the quarter ended Mar ch 31 , 2022)*

10.44 Form of Indemnification Agreement between the Company and its executive officers and directors (Incorporated by reference to Exhibit 10.8 to Form 10-Q for the quarter ended March 31, 2022)*

10.45 AG US Group Services Inc.

8 unchanged sentences

(Incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended September 30, 2016)

10.50 2019 Form of Executive TSR Performance Based Restricted Stock Unit Agreement under Assured Guaranty Ltd.

2004 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended March 31, 2019)*

10.51 2020 Form of Executive TSR Performance Based Restricted Stock Unit Agreement under the Assured Guaranty Ltd.

2004 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended March 31, 2020)*

10.52 2020 Form of Executive ABV Performance Based Restricted Stock Unit Agreement under the Assured Guaranty Ltd.

2004 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.2 to Form 10-Q for the quarter ended March 31, 2020)*

10.53 2020 Form of Executive Restricted Stock Unit Agreement under the Assured Guaranty Ltd.

2004 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.3 to Form 10-Q for the quarter ended March 31, 2020)*

10.50 Purchase Agreement, dated as of August 7, 2019, among BlueMountain Capital Management, LLC, BlueMountain GP Holdings, LLC, BlueMountain CLO Management, LLC, Assured Guaranty US Holdings Inc., Assured Guaranty Ltd., Affiliated Managers Group, Inc.

and the sellers named therein (Incorporated by reference to Exhibit 2.1 to Form 10-Q for the quarter ended June 30, 2019)*

Description of Document

10.51 2021 Form of Executive TSR Performance Based Restricted Stock Unit Agreement under the Assured Guaranty Ltd.

8 unchanged sentences

2004 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended March 31, 2022)*

Description of Document

10.56 2022 Form of Executive ABV Performance Based Restricted Stock Unit Agreement under the Assured Guaranty Ltd.

6 unchanged sentences

2004 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.78 to Form 10-K for the year ended December 31, 2023)*

10.64 2023 Form of Executive ABV P erformance Based Restricted Stock Unit Agreement under the Assured Guaranty Ltd.

10.60 2023 Form of Executive ABV Performance Based Restricted Stock Unit Agreement under the Assured Guaranty Ltd.

2004 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended March 31, 2023)*

8 unchanged sentences

10.65 Amended and Restated Separation Agreement, dated as of February 26, 2024, between the Company and David A.

Buzen (Incorporated by reference to Exhibit 10.69 to Form 10-K for the year ended December 31, 2023)*

10.66 2024 Form of Executive TSR Performance Based Restricted Share Unit Agreement under the Assured Guaranty Ltd.

2004 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended March 31, 2024)*

10.67 2024 Form of Executive ABV Performance Based Restricted Share Unit Agreement under the Assured Guaranty Ltd.

2004 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.2 to Form 10-Q for the quarter ended March 31, 2024)*

10.68 2024 Form of Executive Restricted Share Unit Agreement under the Assured Guaranty Ltd.

2004 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.3 to Form 10-Q for the quarter ended March 31, 2024)*

10.69 2024 Form of Executive Non-Equity Incentive Award Agreement under the Assured Guaranty Ltd.

2004 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.4 to Form 10-Q for the quarter ended March 31, 2024)*

10.70 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)*

10.71 Form of Executive Grant Award Eligibility Agreement (Incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended September 30, 2024)*

10.72 Assured Guaranty Ltd.

Perquisite Policy, established February 9, 2012, and amended and restated on February 19, 2025*

10.73 2025 Form of Executive TSR Performance Based Restricted Share Unit Agreement under the Assured Guaranty Ltd.

2024 Long-Term Incentive Plan*

10.74 2025 Form of Executive ABV Performance Based Restricted Share Unit Agreement under the Assured Guaranty Ltd.

2024 Long-Term Incentive Plan*

10.75 2025 Form of Executive Restricted Share Unit Agreement under the Assured Guaranty Ltd.

2024 Long-Term Incentive Plan*

10.76 2025 Form of Executive Non-Equity Incentive Award Agreement under the Assured Guaranty Ltd.

2024 Long-Term Incentive Plan*

10.77 2025 Form of Special Award Five-Year Restricted Share Unit Agreement under the Assured Guaranty Ltd.

2024 Long-Term Incentive Plan*

19.1 Global Restrictions on Trading Policy

21.1 Subsidiaries of the Registrant

2 unchanged sentences

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

Description of Document

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

4 unchanged sentences

Amended and Restated Assured Guaranty Ltd.

Executive Recoupment Policy (as amended and restated on October 31, 2023)*

Description of Document

Executive Recoupment Policy (as amended and restated on October 31, 2023) (Incorporated by reference to Exhibit 97.1 to Form 10-K for the year ended December 31, 2023)*

101.1 The following financial information from Assured Guaranty Ltd.’s Annual Report on Form 10-K for the year ended December 31, 2024 formatted in inline XBRL:

25 unchanged sentences

Laura Bieling

Director February 28, 2024

Lawrence Buhl

Director February 28, 2024

Lawrence Buhl

Batten Director February 28, 2025

/s/ Bonnie L.

2 unchanged sentences

Director February 28, 2025

/s/ Patrick W.

Director February 28, 2025

Director February 28, 2024

Name Position Date

Director February 28, 2024

/s/ Yukiko Omura

2 unchanged sentences

Director February 28, 2025

Name Position Date

/s/ Courtney C.

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.

What changed 10-K

Item 9A. Controls and Procedures