ago-20260318

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No. )

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☒ Definitive Proxy Statement

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Assured Guaranty Ltd.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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			March 18, 2026

DEAR SHAREHOLDERS:

It is with great pleasure that we invite you to our 2026 Annual General Meeting of shareholders on Friday, May 1, 2026, at 6 Bevis Marks in London. Whether or not you plan to attend the meeting, please vote your shares; your vote is important to us.

We continued to grow shareholder value during 2025, increasing shareholders' equity attributable to Assured Guaranty Ltd. per share, adjusted operating shareholders’ equity per share* and adjusted book value per share* to new highs of $125.32, $126.78 and $186.43, respectively. Our GAAP** net income attributable to Assured Guaranty Ltd. per share was $10.26, and our adjusted operating income per share* was $9.08, representing increases of 49% and 28%, respectively, over last year, and both were the second highest in our history.

In 2025, we insured $33 billion of par and guaranteed 51 U.S. public finance transactions with approximately $100 million or more of insured par, in both cases, more than we have insured in over a decade. (Management views this as an indication of robust demand for our insurance product from institutional investors.) However, the premium we are able to charge for our insurance is a function not only of the amount of par we insure, but also the sector, underlying credit and other attributes of the obligations we are insuring, as well as economic and competitive factors. As a result of the mix of business presented to us by the market, along with persistently low credit spreads, we generated from this activity gross written premiums, which we refer to as GWP, and new business production in our insurance segment, which we refer to as PVP,* of only $256 million and $286 million, respectively, less than we generated in 2024 and less than our goal for 2025.

We are proud to report that during 2025 we streamlined our U.S. public finance secondary market insurance process to make it more market-friendly. Systems upgrades as well as revamped approval and pricing processes allow us to respond to market inquiries with more alacrity. And our new Bloomberg Assured Secondary Market Interface allows clients to see our large universe of live secondary market insurance offerings. We are already seeing the results of these improvements. In 2025, we generated $44 million of GWP and $44 million of PVP* in this market – in each case, a year-over-year increase of 450%. In the structured finance market, we developed our fund finance business into a flow business. This business line generates faster earnings than other business lines and has the potential for frequent renewals, which would result in repeat premium generation.

During 2025, we repurchased 5.8 million of our common shares, or 11.5% of those outstanding at December 31, 2024, and met our full-year goal of buying back $500 million of our shares. We returned a total of $569 million to our shareholders when dividends are included. In addition, we achieved a 13% inception-to-date annualized internal rate of return on our alternative investments.

Finally, we completed essentially all of the work necessary to launch our new annuity reinsurance platform, Assured Life Reinsurance Ltd., which launched in January 2026. Management believes this new platform leverages our Company’s core competencies in credit, structured finance, and asset management and that it will provide future revenue diversification and the potential for future net income growth.

We provide further detail on our achievements and future plans in the Letter to Shareholders accompanying our 2025 Annual Report. We encourage you to review that letter, our 2025 Annual Report, and the Proxy Statement that follows.

Sincerely,



Francisco L. Borges						Dominic J. Frederico
Chair of the Board of Directors						President and Chief Executive Officer

* Adjusted operating shareholder’s equity per share, adjusted book value per share, adjusted operating income and PVP are non-GAAP financial measures. An explanation of these measures, which are considered when setting and approving executive compensation, and a reconciliation to the most comparable GAAP measures, may be found on pages 95 to 98 of our Annual Report on Form 10-K for the year ended December 31, 2025. In addition, please refer to the section entitled “Forward Looking Statements” following the cover of that Annual Report on Form 10-K.

** Accounting principles generally accepted in the United States of America.


			Assured Guaranty Ltd. 30 Woodbourne Avenue Hamilton HM 08, Bermuda

NOTICE OF ANNUAL GENERAL MEETING

TO THE SHAREHOLDERS OF ASSURED GUARANTY LTD.:

MEETING DETAILS

The Annual General Meeting of Assured Guaranty Ltd., which we refer to as AGL, will be held:

When

Friday, May 1, 2026
9:30 a.m. London time

Where

6 Bevis Marks, London,
EC3A 7BA, United Kingdom

Record Date

March 6, 2026

The Annual General Meeting is being held for the following purposes:


1			Elect AGL's Board of Directors;
2			Approve, on an advisory basis, the compensation paid to AGL's named executive officers;
3			Appoint PricewaterhouseCoopers LLP as AGL's independent auditor for the fiscal year ending December 31, 2026, and authorize the Board of Directors, acting through its Audit Committee, to set the fees for the independent auditor; and
4			Direct AGL to vote for the directors and the appointment of the independent auditor of AGL's subsidiary Assured Guaranty Re Ltd.

We will also transact any other business as may lawfully come before the meeting.

Only shareholders of record at the close of business on March 6, 2026, as shown by the transfer books of AGL, are entitled to notice of, and to vote at, the Annual General Meeting. Shareholders of record are being mailed a Notice Regarding the Availability of Proxy Materials on or around March 18, 2026, which provides them with instructions on how to access the proxy materials and our 2025 Annual Report on the internet, and if they prefer, how to request paper copies of these materials.

In the event we postpone or change the date, time or location of our Annual General Meeting, we will post the revised meeting information on our website at www.assuredguaranty.com/annualmeeting as soon as possible after changing the date, time or place for the postponed meeting. We will also promptly issue a press release that will be available on our website at www.assuredguaranty.com/annual meeting and will be filed with the Securities and Exchange Commission (which we refer to as the SEC) as definitive additional proxy material. Therefore, prior to and on the date of the Annual General Meeting, please visit our website or the SEC’s website (www.sec.gov) to determine if there has been any change to the date, time or location of our Annual General Meeting. If you wish to receive a physical copy of any such press release, please contact our Secretary at generalcounsel@agltd.com or (441) 279-5725.

Whether or not you plan to attend the Annual General Meeting in person or by proxy, and regardless of the number of shares you own, please vote as promptly as possible via the internet or by telephone. Alternatively, if you have requested written proxy materials, please sign, date and return the proxy card in the return envelope provided as promptly as possible. If you later desire to revoke your proxy for any reason, you may do so in the manner described in the attached proxy statement. For further information concerning the individuals nominated as directors, the proposals being voted upon, use of the proxy, and other related matters, you are encouraged to read the attached proxy statement.

PLEASE REFER TO THE "PROXY STATEMENT SUMMARY" ON PAGE 1 OF THE ATTACHED PROXY STATEMENT FOR ADDITIONAL INFORMATION ON HOW TO VOTE YOUR SHARES.

By Order of the Board of Directors,

Ling Chow

Secretary

TABLE OF CONTENTS


PROXY STATEMENT SUMMARY			1
CORPORATE GOVERNANCE

SEC Form DEF 14A filed by Assured Guaranty Ltd.