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Assured Guaranty (NYSE: AGO) COO nets more shares after equity grants

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Assured Guaranty Ltd.’s Chief Operating Officer Robert Bailenson reported a mix of equity grants and related share withholdings. He received two awards of Common Shares totaling 30,267 shares at $0.00 per share as grants and restricted share units under the 2024 Long-Term Incentive Plan, with certain units scheduled to vest on 2/20/2029 if he remains employed. To cover tax liabilities tied to vesting and performance share units based on core adjusted book value targets, 5,634 and 8,422 Common Shares were disposed of at $88.39 per share through tax-withholding transactions, rather than open-market sales. After these transactions, he directly holds 307,939.0819 Common Shares.

Positive

  • None.

Negative

  • None.
Insider Bailenson Robert
Role Chief Operating Officer
Type Security Shares Price Value
Tax Withholding Common Shares 5,634 $88.39 $498K
Grant/Award Common Shares 16,496 $0.00 --
Tax Withholding Common Shares 8,422 $88.39 $744K
Grant/Award Common Shares 13,771 $0.00 --
Holdings After Transaction: Common Shares — 299,865.082 shares (Direct)
Footnotes (1)
  1. Restricted share units awarded pursuant to the Assured Guaranty Ltd. 2024 Long-Term Incentive Plan. With limited exceptions, the restricted share units vest on 2/20/2029, assuming that the holder remains employed at such time. Upon vesting, one Common Share will be delivered for each vested restricted share unit. Common Shares being withheld to pay tax liability. Represents the vesting of performance share units based on the achievement of core adjusted book value targets.
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Bailenson Robert

(Last) (First) (Middle)
30 WOODBOURNE AVENUE
5TH FLOOR

(Street)
HAMILTON D0 HM 08

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ASSURED GUARANTY LTD [ AGO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Operating Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Shares 02/20/2026 A 13,771 A $0(1) 305,499.0819 D
Common Shares 02/22/2026 F 5,634(2) D $88.39 299,865.0819 D
Common Shares 02/22/2026 A 16,496(3) A $0 316,361.0819 D
Common Shares 02/22/2026 F 8,422(2) D $88.39 307,939.0819 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Restricted share units awarded pursuant to the Assured Guaranty Ltd. 2024 Long-Term Incentive Plan. With limited exceptions, the restricted share units vest on 2/20/2029, assuming that the holder remains employed at such time. Upon vesting, one Common Share will be delivered for each vested restricted share unit.
2. Common Shares being withheld to pay tax liability.
3. Represents the vesting of performance share units based on the achievement of core adjusted book value targets.
Remarks:
/s/ Ling Chow, Attorney-in-fact 02/24/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did AGO’s COO Robert Bailenson report in this Form 4 filing?

Robert Bailenson reported new equity awards and related tax withholdings in Assured Guaranty Ltd. Common Shares. He received stock and restricted share unit grants, while some shares were withheld to satisfy tax liabilities tied to vesting and performance-based awards.

How many Assured Guaranty (AGO) shares did the COO acquire in grants?

The COO acquired 16,496 and 13,771 Assured Guaranty Common Shares as grant or award acquisitions. These include restricted share units granted under the 2024 Long-Term Incentive Plan, with one Common Share deliverable for each vested restricted share unit at settlement.

Were any of the AGO shares in this Form 4 sold on the open market?

The filing describes 5,634 and 8,422 Common Shares as tax-withholding dispositions at $88.39 per share. These transactions were used to pay tax liabilities, rather than open-market sales initiated for discretionary portfolio reasons.

When do the new restricted share units for AGO’s COO vest?

Restricted share units awarded under Assured Guaranty’s 2024 Long-Term Incentive Plan generally vest on February 20, 2029. Vesting requires that the holder remain employed through that date, at which point one Common Share is delivered for each vested restricted share unit.

How are performance share units described in the AGO Form 4 footnotes?

The Form 4 notes that certain Common Shares reflect vesting of performance share units. Vesting is based on achieving core adjusted book value targets, so actual share delivery depends on performance against those specified financial measures over the relevant assessment period.

How many Assured Guaranty shares does the COO hold after these transactions?

Following the reported grants and tax-withholding dispositions, Robert Bailenson directly holds 307,939.0819 Assured Guaranty Common Shares. This figure reflects his updated direct ownership after both the new equity awards and the shares withheld to satisfy tax obligations.