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 2026.
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)
January 1 - January 31 294,331 $ 86.60 294,331 $ 226,169,426
February 1 - February 28 506,508 $ 86.83 279,801 $ 201,917,866
March 1 - March 31 307,849 $ 83.62 307,849 $ 176,175,577
Total 1,108,688 $ 85.88 881,981
____________________
(1) The total number of shares purchased also includes shares purchased as a result of employees surrendering shares as payment for withholding taxes upon the vesting of share awards.
(2) After giving effect to repurchases since the Board first authorized the repurchase program on January 18, 2013, through May 6, 2026, the Company has repurchased a total of 157 million common shares for $6.0 billion, excluding commissions, at an average price of $37.93 per share. As of May 6, 2026, the Company was authorized to repurchase an additional $147 million of its common shares, on a settlement basis. As part of its overall capital management strategy, the Company regularly evaluates the level of its share repurchase program on a quarter-to-quarter basis, including alternative uses of available capital. The Company currently plans to reduce its share repurchases in order to use a portion of its available capital to support growth opportunities in its financial guaranty insurance and annuity reinsurance businesses, in addition to other strategic considerations. The timing, form and amount of any future share repurchases will be determined at the Company’s discretion.
(3) Excludes commissions.
ITEM 5. OTHER MATTERS
10b5-1 Trading Plans
During first quarter 2026, 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
2.1 Sale and Purchase Agreement, dated January 21, 2026, among Assured Guaranty UK Holdings Ltd, Long Duration Financing Sub LLC, Blue Owl GP Stakes V (B) LP, Axonic Capital LLC and Axonic Funding (Cayman) LP (Incorporated by reference to Exhibit 2.1 to Form 8-K filed on January 21, 2026)
2.2 Warranty Deed, dated January 21, 2026, by and between Assured Guaranty UK Holdings Ltd and Warwick Company (UK) Limited (Incorporated by reference to Exhibit 2.2 to Form 8-K filed on January 21, 2026)
10.1 2026 Form of Executive TSR Performance Based Restricted Share Unit Agreement under the Assured Guaranty Ltd. 2024 Long-Term Incentive Plan*
10.2 2026 Form of Executive ABV Performance Based Restricted Share Unit Agreement under the Assured Guaranty Ltd. 2024 Long-Term Incentive Plan*
10.3 2026 Form of Executive Restricted Share Unit Agreement under the Assured Guaranty Ltd. 2024 Long-Term Incentive Plan*
10.4 2026 Form of Executive Non-Equity Incentive Award Agreement under the Assured Guaranty Ltd. 2024 Long-Term Incentive Plan*
10.5 Form of Restricted Share Agreement for Non-Executive Directors under the Assured Guaranty Ltd. 2024 Long-Term Incentive Plan, as in effect for awards commencing in 2026*
10.6 Assured Guaranty Ltd. Perquisite Policy, established February 9, 2012, and amended and restated on April 30, 2026*
10.7 Director Compensation Summary*
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 March 31, 2026 formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025; (ii) Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025; (iii) Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2026 and 2025; (iv) Condensed Consolidated Statements of Shareholders’ Equity for the three months ended March 31, 2026 and 2025; (v) Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025; 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, 2026 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 8, 2026 By: /s/ BENJAMIN G. ROSENBLUM
Benjamin G. Rosenblum
Chief Financial Officer (Principal Financial Officer and Duly Authorized Officer)
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