The Annual General Meeting of Assured Guaranty Ltd., which we refer to as AGL, will be held on Wednesday,Thursday, May 3, 2023,2, 2024, at 8:009:30 a.m. London Time,time, at 6 Bevis Marks, London, EC3A 7BA, United Kingdom. The Annual General Meeting is being held for the following purposes:

Shareholders of record are being mailed a Notice Regarding the Availability of Proxy Materials on or around March 22, 2023,20, 2024, which provides them with instructions on how to access the proxy materials and our 20222023 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, as a result of governmental travel or gathering restrictions related to pandemics or otherwise, we will post the revised meeting information on our website at www.assuredguaranty.com/annualmeeting as soon as possible after changing the date, time and place for the postponed meeting. We will also promptly issue a press release that we will make available on our website at www.assuredguaranty.com/annualmeeting and file 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.

Only shareholders of record at the close of business on March 10, 2023,8, 2024, as shown by the transfer books of AGL, are entitled to notice of, and to vote at, the Annual General Meeting.

This summary highlights information contained elsewhere in this proxy statement and does not contain all of the information that you should consider before voting. For more complete information about the following topics, please review the complete proxy statement and the Annual Report on Form 10-K of Assured Guaranty Ltd. (which we refer to as AGL, we, us or our; we use Assured Guaranty, our Company or the Company to refer to AGL together with its subsidiaries).

We intend to begin distribution of the Notice Regarding the Availability of Proxy Materials to shareholders on or about March 22, 2023.20, 2024.

We will also transact any other business that may properly come before the meeting.

If we postpone or change the date, time or location of our Annual General Meeting, as a result of travel or gathering restrictions related to the pandemic or otherwise, we will post the revisednew meeting information on our website at www.assuredguaranty.com/annualmeeting as soon as possible after changing the date, time and place for the postponed meeting.possible. We will also promptly issue a press release that we will make available on our website at www.assuredguaranty.com/annualmeeting and file with 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.

This proxy statement makes a number of references to our website. The information contained on, or that may be accessed through, our website is not incorporated by reference into, and is not a part of, this proxy statement.

Our Board of Directors maintains strong corporate governance policies.

The full text of our Corporate Governance Guidelines, our Global Code of Ethics and each Board committee charter, are available on our website at www.assuredguaranty.com/governance. In addition, you may request copies of the Corporate Governance Guidelines, the Global Code of Ethics and the committee charters by contacting our Secretary via:

Our Board of Directors oversees our business and monitors the performance of management. The directors keep themselves up-to-date on our Company by discussing matters with Mr. Frederico, who is our Chief Executive Officer (and whom we refer to as our CEO),CEO, other key executives and our principal external advisors, such as outside auditors, outside legal counsel, investment bankers and other consultants, by reading the reports and other materials that we send them regularly and by participating in Board and committee meetings.

Our Board usually meets four times per year in regularly scheduled meetings, but will meet more often if necessary. During 2022,2023, our Board met four times. All but one of our directors, Michelle McCloskey,Simon Leathes, attended at least 75% of the aggregate number of meetings of our Board and committees of our Board of which they were a member held while they were in office during the year ended December 31, 2022. Ms. McCloskey2023. Mr. Leathes missed threetwo sets of Board and committee meetings in 2022,2023, due to health issues. Ms. McCloskeyMr. Leathes is retiring from our Board effective upon the election of our directors at our Annual General Meeting of Shareholders on May 3, 2023.2, 2024.

In February 2023,2024, our Board determined that, other than Mr. Frederico, all of our directors are independent under the listing standards of the NYSE. These independent directors constitute substantially more than a majority of our Board. In making its determination of independence, our Board applied its Categorical Standards for Director Independence and determined that no other material relationships existed between our Company and these directors.directors (with the Board acknowledging Mr. Batten's service as non-executive chair of AGL's U.K. insurance subsidiary, Assured Guaranty UK Limited, and a member of its remuneration and nomination committee). A copy of our Categorical Standards for Director Independence is available as part of our Corporate Governance Guidelines, which are available on our website at www.assuredguaranty.com/governance. In addition, as part of the independence determination, our Board monitors the independence of Audit and Compensation Committee members under rules of the SEC and NYSE listing standards that are applicable to members of the Audit Committee and Compensation Committee.

As part of its independence determinations, our Board considered the other directorships held by the independent directors and determined that none of these directorships constituted a material relationship with our Company.

The independent directors meet at regularly scheduled executive sessions without the participation of management. The Chair of our Board is the presiding director for executive sessions of independent directors.

In accordance with its charter, our Nominating and Governance Committee identifies potential nominees for directors from various sources. Our Nominating and Governance Committee:

Our Nominating and Governance Committee has the authority to retain search firms to be used to identify director candidates and to approve the search firm’s fees and other retention terms. Our Nominating and Governance Committee may also retain other advisors.

We believe that diversity among members of our Board is an important consideration and is critical to our Board’s ability to perform its duties and various roles. Accordingly, in recommending nominees, our Board considers a wide range of individual perspectives in addition to diversity in professional experience and training. In 2021, our Board amended ourOur Corporate Governance Guidelines to specify that our Nominating and Governance Committee will include, and will direct any director search firm that may be retained to identify nominees for director to

identify nominees for director, to include, highly qualified candidates who reflect a variety of backgrounds (including in respect of gender, race or ethnicity) in the pool of potential candidates being considered.

Our Corporate Governance Guidelines address diversity of experience, requiring our Nominating and Governance Committee to review annually the skills and attributes of Board members within the context of the current make-up of the full Board. The guidelines also provide that Board members should have individual backgrounds that, when combined, provide a portfolio of experience and knowledge that will serve our governance and strategic needs. Our Nominating and Governance Committee will consider Board candidates on the basis of a range of criteria, including broad-based business knowledge and contacts, and skills in risk and management oversight, prominence and sound reputation in their fields as well as having a global business perspective and commitment to good corporate citizenship. Our Corporate Governance Guidelines specify that directors should represent all shareholders and not any special interest group or constituency. The guidelines additionally specify that directors should be able and prepared to provide wise and thoughtful counsel to top management on the full range of potential issues facing us. Directors must possess the highest personal and professional integrity. Directors must have the time necessary to fully meet their duty of due care to the shareholders and be willing to commit to service over the long term.

Our Nominating and Governance Committee annually reviews its own performance. In connection with such evaluation, our Nominating and Governance Committee assesses whether it effectively nominates candidates for director in accordance with the above described standards specified by the Corporate Governance Guidelines.

Our Board is currently composed of individuals from different disciplines, including accountants, lawyers, accountants and individuals who have industry, finance, executive and international experience, and is composed of both men and women of different races and ethnicities, and citizens of the United States, the United Kingdom and Japan. See each nominee’s biography appearing later in this proxy statement for a description of the specific experience that each such individual brings to our Board.

Our Nominating and Governance Committee will consider a shareholder’s recommendation for director but has no obligation to recommend such candidate for nomination by our Board of Directors. Assuming that appropriate biographical and background material is provided for candidates recommended by shareholders, our Nominating and Governance Committee will evaluate those candidates by following substantially the same process and applying substantially the same criteria as for candidates recommended by other sources. If a shareholder has a suggestion for a candidate for election, the shareholder should send it to: Secretary, Assured Guaranty Ltd., 30 Woodbourne Avenue, Hamilton HM 08, Bermuda. No person recommended by a shareholder will become a nominee for director and be included in a proxy statement unless our Nominating and Governance Committee recommends, and our Board approves, such person.

If a shareholder desires to nominate a person for election as director at an Annual General Meeting, that shareholder must comply with Article 14 of AGL’s Bye-Laws, which requires notice no later than 90 days prior to the anniversary date of the immediately preceding Annual General Meeting. This time period has passed with respect to the 20232024 Annual General Meeting. With respect to the 20242025 Annual General Meeting, AGL must receive such written notice on or prior to February 3, 2024.1, 2025. Such notice must describe the nomination in sufficient detail to be summarized on the agenda for the meeting and must set forth:

Our Board of Directors has established an Audit Committee, a Compensation Committee, an Environmental and Social Responsibility Committee, a Finance Committee, a Nominating and Governance Committee, a Risk Oversight Committee and an Executive Committee. All of our Board committees other than our Executive Committee are composed entirely of directors who are independent of our Company and management, as defined by the NYSE listing standards and as applied by our Board. Ms. McCloskey, who is currently a member of our EnvironmentalMr. Buhl, Mr. Kenny and Social Responsibility, Finance, and Risk Oversight Committees,Mr. Leathes will be retiring from our Board effective upon the election of our directors at our Annual General Meeting of Shareholders on May 3, 2023.2, 2024.

Our Audit Committee provides oversight of the integrity of our Company’s financial statements and financial reporting process, our compliance with legal and regulatory requirements, the system of internal controls, the audit process, the performance of our internal audit program and the performance, qualification and independence of the independent auditor. Our Audit Committee is also responsible for the oversight of Company risks related to (i) financial reporting, accounting policies and reserving, (ii) legal, regulatory and compliance matters, (iii) cybersecurity risks related to our financial systems (as part of its oversight of the management of such risks, in coordination with our Risk Oversight Committee's supervision of our Company's information technology, which we refer to as IT, and security risk management programs), (iv) workouts, emerging events, and counterparties, and (v) business continuity planning.

Our Board has determined that each member of the Audit Committee satisfies the financial literacy requirements of the NYSE and is an audit committee expert as defined under Item 407(d) of the SEC’s Regulation S-K. For additional information about the qualifications of our Audit Committee members, see their respective biographies set forth in “Proposal No. 1: Election of Directors.”

Our Compensation Committee has responsibility for evaluating the performance of our CEO, each of our other executive officers, and our other senior managers reporting directly to our CEO, all of whom together we refer to as our senior leadership team, and determining executive compensation in conjunction with the independent directors. Our Compensation Committee also works with our Nominating and Governance Committee and our CEO on succession planning. Our Compensation Committee is responsible for the oversight of Company risks related to people, succession planning and compensation.

Our Compensation Committee’s meetings included discussions with FW Cook to review executive compensation trends and comparison group compensation data and to evaluate the risk of our executive compensation program.

Our Environmental and Social Responsibility Committee provides oversight and review of our Company’s significant strategies, policies and practices regarding environmental and social responsibility issues. Our Environmental and Social Responsibility Committee focuses on four principal subject areas: (i) environmental risks, including climate change related risks, opportunities, and stewardship; (ii) corporate social responsibility, including community engagement and corporate philanthropy; (iii) aspects of human capital management, including diversity and inclusion, training and development, and employee engagement; and (iv) related stakeholder engagement.

Our Finance Committee of our Board of Directors oversees management’s investment of our Company’s investment portfolio, including in alternative investments, and is responsible for oversight of Company risks related to capital, liquidity, investments, financial market conditions, foreign currency, and rating agencies. Our Finance Committee also oversees, and makes recommendations to our Board with respect to, our capital structure, dividends, financing arrangements, investment guidelines, potential alternative investments and any corporate development activities.

The responsibilities of our Nominating and Governance Committee include identifying individuals qualified to become Board members, recommending director nominees to our Board and developing and recommending corporate governance guidelines, as well as the oversight of Company risks related to board qualification, corporate structure, governance, regulatory compliance and people. Our Nominating and Governance Committee also has responsibility to review and make recommendations to the full Board regarding director compensation. In addition to general corporate governance matters, our Nominating and Governance Committee assists our Board and our Board committees in their self-evaluations.

Our Risk Oversight Committee oversees management’s establishment and implementation of standards, controls, limits, guidelines and policies relating to risk appetite, risk assessment and enterprise risk management. Our Risk Oversight Committee focuses on the underwriting, surveillance and workout of credit risks as well as the assessment, management and oversight of other Company

Our Executive Committee was established to have, and to exercise, certain of the powers and authority of our Board in the management of the business and affairs of our Company between regularly scheduled meetings of our Board when, in the opinion of a quorum of the Executive Committee, a matter should not be postponed to the next scheduled meeting of our Board. Our Executive Committee’s authority to act is limited by our Company’s Bye-Laws, rules of the NYSE and applicable law and regulation and the Committee’s charter.

Our independent directors receive an annual retainerfee of $265,000 per year. We pay $145,000 of the retainerfee in restricted stockshares and $120,000 of the retainerfee in cash. A director also may elect to receive any or all of the cash portion of their annual retainerfee (plus the additional cash amounts described below) in restricted stock.shares.

The restricted stock vestsshares vest on the day immediately prior to the next Annual General Meeting following the grant of the stock.shares. However, if, prior to such vesting date, either (i) a change in control (as defined in the Assured Guaranty Ltd. 2004 Long-Term Incentive Plan, as amended) of Assured Guaranty Ltd. occurs before the director terminates service on our Board or (ii) the director terminates service on our Board as a result of such director’s death or disability, then the restricted stockshares will vest on the date of such change in control or the date of the director’s termination of service, whichever is applicable. Grants of restricted stockshares receive cash dividends and have voting rights; the cash dividends accrue during the vesting period and are paid upon vesting.rights.

Our share ownership guidelines require that, before being permitted to dispose of any shares acquired as compensation from our Company, each independent director own Common Shares with a market value of at least $600,000, which amount is five times the maximum cash portion of the annual director retainerfee (exclusive of committee fees). Once a director has reached the share ownership guideline, for so long as he or she serves on our Board, such director may not dispose of any Common Shares if such disposition would cause the director to be below the share ownership guideline. Common Shares that had been restricted but subsequently vested, in addition to purchased Common Shares, count toward the share ownership guideline. Mr. Batten, who joined our Board in February 2024, along with Mr. Radtke and Ms. Shea, who each joined our Board in May 2021, are accumulating Common Shares toward their ownership goals, while all our other independent director-nominees, who have served on our Board longer, meet their share ownership guidelines.

In addition to the annual retainerfee described above:

The Company generally will not pay a fee for attendance atattending Board or committee meetings, although the Chairchair of our Board has the discretion to pay attendance fees of $2,000 for extraordinary or special meetings. There were no extraordinary meetings of our Board in 2022.2023. We do not pay a fee for being a member, or attending meetings of the Executive Committee.

In 2021,2023, our Nominating and Governance Committee engaged FW Cook to conduct a comprehensive review and assessment of our independent director compensation program. FW Cook reviews this program periodically. FW Cook evaluated our director compensation by comparing it against the compensation awarded to directors of companies in our executive compensation comparison group as constituted by FW Cook in 2020,2022, and which we refer to as the 20202022 executive compensation comparison group. (Our current executive compensation comparison group, and how it changed from our 2022 executive compensation comparison group, is described under “Compensation Governance — Executive Compensation Comparison Group” below). FW Cook also looked at a broader market segment using data from FW Cook’s 20202022 Director Compensation Report, the most recent year for which such information was available. FW Cook found that the structure of our director compensation program was generally consistent with peer 20202022 executive compensation comparison group policy and best practice design as recognized by the proxy advisory firms and investors, noting:

No changes were madeFW Cook also discussed with the Nominating and Governance Committee the time commitments and responsibilities of the Board's committee chairs and, based on that feedback, recommended $10,000 increases to the annual fee for the chairs of our independentAudit Committee and our Compensation Committee, to $40,000, beginning with the 2023-2024 period. All other non-executive director compensation program in 2022, 2021, or 2020.has remained unchanged since the 2019-2020 period.

FW Cook found in 2021 thatOur Nominating and Governance Committee believes the aggregate cost of our independent director compensation program approximatedis appropriate due to the 75th percentilecomplexity of our 2020 executive compensation comparison group. FW Cook also found that, before consideringbusiness model, the instances wheretime our directors have chosenspend keeping themselves up-to-date on our Company by discussing matters with our CEO and other key executives and our principal external advisors, by reading the reports and other materials that we send them regularly, and the need for our directors to receive a portion of their cash compensation in our common shares, our totaltravel to the U.K. four times per director compensation has a somewhat heavier weighting on cash compensation than that of our 2020 executive compensation comparison group.year for regularly scheduled meetings, and sometimes more often if necessary.

Our current Chair of the Board is Francisco L. Borges. The position of CEO is held by Dominic J. Frederico.

While our Board has no fixed policy with respect to combining or separating the offices of Chair of the Board and CEO, those two positions have been held by separate individuals since our 2004 initial public offering. We believe this is the appropriate leadership structure for us at this time. Mr. Borges and Mr. Frederico have had an excellent working relationship, which has continued to permit Mr. Frederico to focus on running our business and Mr. Borges to focus on Board matters, including oversight of our management. Mr. Borges and Mr. Frederico collaborate on setting agendas for Board meetings to be sure that our Board discusses the topics necessary for its oversight of the management and affairs of our Company. As Chair of the Board, Mr. Borges sets the final Board agenda and chairs Board meetings, including executive sessions at which neither our CEO nor any other member of management is present. The Chair of the Board also chairs our Annual General Meetings.

Our Board’s role in risk oversight is consistent with our leadership structure, with our CEO and other members of our senior leadership team having responsibility for assessing and managing risk exposure and our Board and its committees providing oversight in connection with these activities. Our Company’s policies and procedures relating to risk assessment and risk management are overseen by our Board. Our Board employs an enterprise-wide approach to risk management that supports our Company’s business plans at a reasonable level of risk. Risk assessment and risk management is not only understanding the risks a company faces and what steps management is taking to manage those risks, but also understanding what level of risk is appropriate for that company. Our Board annually approves our business plan, factoring risk management into account, and also approves our Company’s risk appetite statement, which articulates our Company’s tolerance for risk and describes the general types of risk that our Company accepts or attempts to avoid. The involvement of our Board in setting our business strategy is a key part of its assessment of management’s risk tolerance and also a determination of what constitutes an appropriate level of risk for us.

While our Board of Directors has the ultimate oversight responsibility for the risk management process, various committees of our Board also have responsibility for risk assessment and risk management. As discussed under “Committees of the Board,” our Board has created a Risk Oversight Committee that oversees the standards, controls, limits, underwriting guidelines and policies that our Company establishes and implements in respect of credit underwriting and risk management. It focuses on management’s assessment and management of both (i) credit risks and (ii) other enterprise risks, including, but not limited to, market, financial, legal and operational risks (including cybersecurity and data privacy risks), climate, and risks relating to our reputation and ethical standards. Our Risk Oversight Committee and Board pay particular attention to credit risks we assume when we issuetake on financial guaranties or engage in strategic transactionsguaranty exposure and to risks related to our participation in the asset management segment.business. In addition, the Audit Committee of our Board of Directors is responsible for, among other matters, reviewing policies and processes related to the evaluation ofcovering risk assessment and risk management includingfor our major financial risk exposuresreporting and the steps management has taken to monitor and control such exposures.controls. It also oversees cybersecurity risks related to our financial systems as part of its oversight of the management of such risks, in coordination with the Risk Oversight Committee's supervision of our Company's technology and security risk management programs, and reviews our Company's compliance with legal and regulatory requirements. The Finance Committee of our Board of Directors oversees the investmentallocation and performance of our Company’s investment portfolio (including in respect of alternative investments) as well as the performance of our Company's investment in Sound Point, and our Company’s capital structure, financing arrangements, and rating agency matters, and any corporate development activities in support of our Company’s financial plan.matters. The Nominating and Governance Committee of our Board of Directors oversees risk at our Company by developing appropriate corporate governance guidelines and identifying qualified individuals to become board members. The Environmental and Social Responsibility Committee oversees risks related to the environment, sustainabilityour Company's environmental risk management and stewardship program (including climate change related risks that have a material impact on our Company) and social responsibility (including human capital management strategy and diversity and inclusion initiatives), while each of our other Board committees have responsibility for risk assessment of such risks to the extent within their purview.

As part of its oversight of executive compensation, our Compensation Committee reviews compensation risk. Our Compensation Committee oversaw the performance of a risk assessment of our employee compensation program to determine whether any of the risks arising from our compensation program are reasonably likely to have a material adverse effect on us. Since January 2011, our Compensation Committee has retained FW Cook to perform an annual review of our compensation program and identify areas of risk and the extent of such risk. Our Compensation Committee directs that our Chief Risk Officer work with FW Cook to perform such risk assessment and to be sure that compensation risk is included in our enterprise risk management system. In conducting this annual review, from time-to-time, most recently in February 2018,2024, FW Cook performs a comprehensive systemic, qualitative assessment of all of our incentive compensation programs and reviews its findings with our Chief Risk Officer for completeness and accuracy. FW Cook seeks to identify any general areas of risk or potential for unintended consequences that exist in the design of our compensation programs, as well as mitigating features, and to evaluate our incentive plans relative to our enterprise risks to identify potential areas of concern, if any.

As part of its February 2024 comprehensive review, FW Cook updates its compensation risk assessment annually, and did so most recently in February 2023, taking into accountconsidered the changes our Compensation Committee made in connection with its considerationthe past year, including the removal of growth in third party assets under management from our annual incentive compensationprogram in 2023 following the contribution of substantially all our asset management business to Sound Point for an approximately 30% interest in the 2022 performance year, which changes included amendmentscombined entity, and updates to our Executive Recoupment Policy to, among other things, expand the circumstances that trigger recoupment pursuant to the performance period of our Relative TSR performance restricted share units and

Our Compensation Committee of our Board of Directors has responsibility for determining the compensation of our executive officers. None of the members of our Compensation Committee is a current or former officer or employee of our Company. No executive officer of our Company serves on the compensation committee of any company that employs any member of our Compensation Committee.

Through our committee charters, we have established review and approval policies for transactions involving our Company and related persons, with our Nominating and Governance Committee taking the primary approval responsibility for transactions with our executive officers and directors and our Audit Committee taking the primary approval responsibility for transactions with 5% shareholders. No member of these committees who has an interest in a transaction being reviewed is allowed to participate in any decision regarding any such transaction.

Our Nominating and Governance Committee charter requires our Nominating and Governance Committeethe committee to review and approve or disapprove in advance all proposed transactions with executive officers and directors that, if entered into, would be required to be disclosed pursuant to Item 404 of Regulation S-K, the SEC provision whichthat requires disclosure of any related person transaction with our Company that exceeds $120,000 per fiscal year. Our Nominating and Governance Committee must also review reports, which our General Counsel provides periodically, and not less often than annually, regarding transactions with executive officers and directors that have resulted, or could result, in such expenditures even if they are not required to be disclosed pursuant to Item 404 of

Our Audit Committee charter requires our Audit Committeethe committee to review and approve or disapprove in advance all proposed transactions, prior to such transactions with any person owning more than 5% of any class of our voting securities that, if entered into, would be required to be disclosed pursuant to Item 404 of Regulation S-K. In addition, ourOur Audit Committee charter requires our Audit Committee tomust also review reports, regarding such transactions, which our General Counsel provides to our Audit Committee periodically, and not less often than annually, regarding transactions with any persons owning more than 5% of any class of theour voting securities of AGL that have resulted, or could result, in expenditures even if they are not required to be disclosed pursuant to Item 404 of Regulation S-K.

Our General Counsel identifies related person transactions requiring committee review pursuant to our committee charters from transactions that are:

From time to time, institutional investors, such as large investment management firms, mutual fund management organizations and other financial organizations become beneficial owners (through aggregation of holdings of their affiliates) of 5% or more of a class of our voting securities and, as a result, are considered “related persons” under the SEC’s rules. These organizations may provide services to us. In 2022,2023, the following transactions occurred with investors who reported beneficial ownership of 5% or more of our voting securities.

As indicated in “Which Shareholders Own More Than 5% of Our Common Shares,” Wellington Management Group LLP and its affiliates, which we refer to as Wellington Management, and BlackRock, Inc. and its affiliates, which we refer to as BlackRock, own approximately 9.09%9.28% and 13.82%12.70% of our Common Shares outstanding, respectively, as of March 10, 20238, 2024 (the record date for our Annual General Meeting), based on the amount of Common Shares they reported in their Schedule 13G filings as of the date set forth in such filing, and on the amount of our Common Shares outstanding as of the record date. We appointed Wellington Management as an investment manager to manage certain of our investment accounts prior to it reaching such ownership thresholds. As of

From timePrior to time,the Sound Point transaction and the completion of the sale of our interest in Assured Healthcare Partners LLC, which we refer to as AHP, certain officers, directors, employees, their family members and related charitable foundations, some of whom may behave been “related persons” under the SEC’s rules, maywere eligible to make investments in various private funds, vehicles or accounts managed by our Company. These investments are availableAssured Investment Management LLC, which we refer to those of our Company’s employees whom we have determinedas AssuredIM, and AHP, subject to have a status that reasonably permits us to offer them these types of investments in compliance with applicable laws. Generally, these investments arewere not subject to the management fees and performance allocations or incentive fees charged to other investors.

We recognize that our workforce, as a key driver of our long-term performance, is among our most valued assets.

Our key human capital management objectives are to attract and retain a diverse group of the highest quality employees, including talented and experienced business leaders who drive our corporate strategies and build long-term shareholder value. To promote these objectives, our human capital management programs are designed to reward and support employees with competitive compensation and benefit packages in each of our locations around the globe, and with professional development opportunities to cultivate talented employees and prepare them for critical roles and future leadership positions.

As of December 31, 2022,2023, we employed 411350 people worldwide, and their average tenure was 11.9approximately 13 years.

In 2022, we launched our inauguralWe utilize employee engagement surveysurveys conducted by a third-party provider to foster confidentiality, to gauge the effectiveness of our efforts to enhance the employee experience, and to gain insight into employee perceptions about various aspects of the work environment. While we encourage open dialogue, we believe the engagement surveys provide a confidential forum for our employees to provide more candid feedback. We engaged a third-party providersend surveys to conduct the survey, collect and aggregate feedback, and benchmark results. The survey was sent to our total global workforce; 88% of all employees participated in the survey. The overall engagement score exceeded the benchmark.workforce. In the spirit of transparency and to convey our sincerity in acting on the feedback, we shared a summaryshare summaries of survey results with our employees. We plan to continue to use the survey results to guide our development of new initiatives and enhancements to existing programs.

We continue to invest in the professional development of our workforce through formalworkforce. We believe that encouraging employees to realize their full capabilities enhances job satisfaction, leads to increased performance, and informal, external andenables our Company to cultivate a pipeline of internal learning opportunities.talent for succession planning. To support the advancement of our employees, we endeavor to strengthen their knowledge and skills by providing equitable access to training, including in leadership, management and effective communication skills, mentoring opportunities, as well as tuition reimbursement assistance. We conduct employee evaluations and performance reviews annually, during which managers and employees are encouraged to discuss employee goals and opportunities for development, including, as appropriate, training and coaching.

OurWe believe our compensation program is designed to attract, retain, and motivate talented individuals and to recognize and reward outstanding achievement. The components of our program consist of base salary and may include performance-based incentive compensation in the form of an annual cash incentive and deferred compensation in the form of cash and/or equity (including, in the case of certain of our asset management professionals, an entitlement to a portion of carried interest allocated to the general partners of certain of the funds we manage).equity. We believe that a compensation program with both short-term and long-term awards provides fair and competitive compensation and aligns the interests of our employees and our investors. To help maintain the wellness of our employees, we also offer a benefits package designed to promote and support physical and mental health as well as financial security. Employee benefitsBenefits include life and health (medical, dental and vision) insurance, retirement savings plans (including corporate matches of employee contributions), an employee stock purchase plan, paid time off, paid family leave, an employee assistance program, commuter benefits, tuition reimbursement, reimbursement of expenses for infertility treatmentsfertility and adoption,family planning resources, emergency backup child, elder and pet care, reimbursement of health club fees, online classes for children, and corporate matches of an employee’s charitable contributions.

We seek to foster and maintain strong ethical standards and a reputation as a business that conducts itself professionally and with a high degree of integrity. In addition, we work to provide and support a respectful and inclusive environment that values the abilities of each employee, leading to enhanced engagement, maximizing individual performance, and improvedimproving retention. Education and awareness are critical components in promoting our Company’s cultural values across theour organization. Upon onboarding and annually, we require all employees are required to complete training inthat covers our Global Code of Ethics and related compliance policies, as well as our policies on the prevention of sexual harassment and discrimination. WeIn addition to the foregoing groupwide trainings, we also provide additional targeted training and guidance from time to time on specific personnel regardingtopics such as anti-fraud, and anti-bribery and anti-corruption related matters.

Transparency towards stakeholders, including shareholders, policyholders, investors and employees, is another hallmark of our culture. For our workforce, eachEach quarter after we issue our financial results, in addition to meeting with shareholders and policyholders, our CEOChief Executive Officer, Chief Operating Officer, and our Chief Financial Officer hold a town-hall style meeting for all employees where they provide an update on our Company’s performance and strategy, acknowledge contributions made by our employees to the continued success of our business and answer questions.

Diversity has long been an important consideration for us.— the collective mixture of differences around race, ethnicity, religion, gender, gender identity, sexual orientation, age, disability, military and citizenship status, values, education, life experiences, socioeconomic backgrounds, and other characteristics that make each individual unique — and inclusion — a work culture of cooperation and collegiality, in which all employees are valued, treated with respect, and have equitable access to opportunities and resources — are ingrained within our Company’s policies and practices. We are committed to building and sustaining at all levels of our organization a diverse workforce that is representative of our communities, in a manner consistent with our business needs, scale and resources, and creatingfostering an inclusive culture and workplace that embracesembrace the differences within our staff and effectively utilizesutilize the many and varied talents of our employees.

The composition of our Board reflects our long-standing commitment to diversity. Our Board has been racially, ethnically and ethnicallygender diverse for well over 15more than a dozen years. Currently,The current nominees for directors of our Board isare more than one-third non-white (including three African Americans, one of whom is our Board Chair), and one-third female. Please refer to the "Director SkillSkills and Diversity" table on page 23 of this proxy statement for the demographic information of our Board. We disclose on our public website our most recent EEO-1 Report, detailing the demographic composition of our U.S. workforce (in accordance with Equal Employment Opportunity Commission categories).

Our Board recognizes the importance of diversity and inclusion issues to our stakeholders and in May 2019,has established a dedicated Environmental and Social Responsibility Committee to assist the Board in providing oversight of our policies and practices regarding diversity and inclusion issues that affect our business, stakeholders and long-term strategy. The Environmental and Social Responsibility Committee reviews information about our diversity and inclusion initiatives, human capital management strategy, workforce composition, turnover and other relevant data.

Our Board approves ourhas adopted a Diversity and Inclusion Policy, which articulates our commitment to building and sustaining a diverse workforce at all levels of our companyCompany and creating an inclusive culture and guides our approaches for achieving these goals. You can find our Diversity and Inclusion Policy on our website at www.assuredguaranty.com/governance.

During 2022,2023, we continued to support diversity and foster inclusion through:

We have taken several other steps to demonstrate our organizational commitment to diversity and inclusion. In 2022, ourOur CEO has signed the CEO Action for Diversity and Inclusion Pledge, the largest CEO-driven business commitment to advance diversity and inclusion in the workplace. In addition, to incentivize and hold senior management accountable, we include environmental and social responsibility objectives (including with respect to diversity and inclusion) in our executive compensation structure.

Our commitment to environmental and social responsibility starts at the top of our organization. Our Board of Directors recognizes the importance of environmental and social issues to its stakeholders and in May 2019,has established a dedicated Environmental and Social Responsibility Committee to assist our Board in providing oversight of our company’s policies and practices regarding environmental and social responsibility issues that affect our business, stakeholders and long-term strategy. Our Environmental and Social Responsibility Committee focuses on a number of subject areas, including environmental risk, particularly climate change related risks, and aspects of human capital management, such as diversity and inclusion, and training and development. Governance matters remain the responsibility of our Nominating and Governance Committee, andwhile compensation matters are the responsibility of our Compensation Committee.

Our Company continues to enhance our approach to theincludes consideration of climate risk in the origination, underwriting, credit approval, and surveillance of our insured exposures and has integrated climate risk into itsour risk management and control functions. As a financial guarantor of municipal and structured finance transactions, we do not take direct insurance exposure to climate change, but we do face the risk that our obligors’ ability to pay debt service will be impaired by the impact of climate relatedclimate-related perils. Our assessment of how climate change-driven risks may impact a prospective obligor’s ability to pay debt service is informed by our extensive experience in municipalpublic finance coupled with proprietary analytics and third-party data and insights. To improve our understanding of climate change and to develop the analytical tools needed to measure and manage the related financial risks, we have been investing in both talent and technology.

In our insured portfolio, we assess environmental and climate-related risks in our financial guaranty business by requiring that credit underwriting submissions include consideration of environmental and climate-related factors as part of the analysis. The vulnerability of obligors is evaluated with respect to climate changes (e.g., sea level rise, droughts), extreme weather events (e.g., hurricanes, tornadoes, floods) or, geological events (e.g., earthquakes, volcanoes) as well asvolcanic eruptions) and resilience factors (e.g., mitigation capabilities, adaptation capacity), to determine if such environmental issues could materially impact an obligor's expected performance. Surveillance review protocol for our insurance portfolio includes a varietyan annual review of parameterseach insured risk; the scope and criteria along withbreadth of the considerationreview is based upon par exposure and credit quality. The Surveillance process considers climate-related factors to evaluate the potential impact of environmental risk factors,risks, such as exposure to extreme weather events, geographic locations prone to flooding or wildfires, and compliance with environmental requirements, for their potential impact on an issuer’s ability to make debt service payments.

In our investment portfolio, we incorporate consideration of material non-financial factors, such as environmental social and governance (ESG) informationrisks, into our investment analysis in order to enhance the investment decisions required to achieve our principal investment objectives. Our portfolioinvestment managers rely on their respective ESG corporate investment philosophy statements and use ESG information regarding sustainability and responsible business practices, along with a variety of other economic factors, including risk and valuation metrics, when conducting research and due diligence on new investments, and again when monitoring investments for our investment portfolio. On an annual basis, we instructrequest and review reports from our two primary external portfolioinvestment managers to conduct an ESG analysis of their respective portions of our investment portfolio, to the extent ESG data is readily available, for us to analyze if there areon any material ESGnon-financial risks in the portfolio that may adversely impact return expectations.returns.

In addition, we have determined not to make any new investments for our investment portfolio in thermal coal enterprises. As a consequence, we will refrain from making any new investments in (i) thermal coal enterprises that generate 30% or more of their revenue from either the ownership, exploration, mining, or refining of thermal coal, and (ii)in corporate and municipally owned utilities that generate 30% or more of their electricity from thermal coal.

As a financial services firm with approximately 400350 employees, the direct impact of our operations on the environment is relatively small. Nevertheless, we contribute to the global effort to combat climate change by monitoring our greenhouse gas emissions, which we refer to as GHG emissions. In 2019, we institutedWe have a program to measure, manage and report our GHG emissions on an enterprise-wide basis and set targets for emissions reductions.basis. Pursuant to the Greenhouse Gas Protocol, we collect and analyze internal data annually for our Scope 1, Scope 2 and certain key Scope 3 GHG emissions (business travel and data hosting)(air travel). In 2021,2022, the most recent year for which data is available, our Company’s total GHG emissions (using location-based Scope 2) equaled approximately 2,2203,147 total tonnes of carbon dioxide. Our methodology and results are reviewed by an independent third party, which conducts a reasonable assurance review for Scope 1 and Scope 2 emissions and a limited assurance review for Scope 3 emissions, in accordance with ISO 14064-3 International Standards.

Giving is an integral part of our corporate culture. We contribute generously to a broad range of causes through direct donations, matching gifts, and corporate sponsorships. Our Corporate Philanthropy Committee, formed in 2020 and composed of volunteer employees, provides our workforce the opportunity to direct philanthropic efforts by selecting charity partners and sourcing employee volunteer activities. Since 2020, total corporate donations have more than doubled and include organizations throughout the U.S., U.K., Europe, and Bermuda.

We continue to expand the scope of our corporate donations to further align with our vision and values as well as, whenever possible, provide targeted program support to the organizations we sponsor. We strive to develop strategic partnerships through our direct donations program and, in 2023, made $325,000$360,000 in contributions to five organizations that work to improve access to education for New York City’s underserved populations, an increase from $325,000 in 2022 and $200,000 to three organizations in 2021. Also, in 2022,2023, we made $250,000 in contributions to fivesix organizations in support of our diversity and inclusion efforts and, in response to the war in Ukraine, we made an aggregate of $100,000global conflicts and natural disasters, $225,000 in contributions to fourseven organizations that provide humanitarian aid to Ukrainians and relief for Ukrainian refugees.aid. In addition to monetary donations, our employees volunteered 128420 hours of their time in 2023, up from 128 hours in 2022, in several company sponsoredCompany-sponsored events, including a playground cleanup, a coat drive, assembling hygiene kits for veterans during our “Take Your Child to Work Day” event, and a return to school backpack distribution event. Furthermore, we maintain an employee paid leave program that allows each employee 8 hours per annumyear to participate in volunteer activities.

We matchIn 2023, we increased the employee and director giftsmatching donation to eligible charitable institutions in amounts upfrom $15,000 to $15,000$25,000 each year per individual. That year, we also offered a special match of up to $25,000 for donations to support humanitarian aid. In 2022,2023, we provided matching gifts to approximately 240426 organizations that are important to our employees and directors.

The following table shows all persons we know to be direct or indirect owners of more than 5% of our Common Shares as of the close of business on March 10, 2023,8, 2024, the record date for the Annual General Meeting. On March 10, 2023, 59,310,3118, 2024, 55,516,954 Common Shares were outstanding, including 36,40339,535 unvested restricted Common Shares. Our information is based on reports filed with the SEC by each of the firms listed in the table below. You may obtain these reports from the SEC.

Our Bye-Laws provide for a maximum of 21 directors and empower our Board of Directors to fix the exact number of directors and appoint persons to fill any vacancies on our Board until the next Annual General Meeting. Our Board may appoint any person as a director to fill a vacancy on our Board occurring as the result of any existing director being removed from office pursuant to the Bye-Laws or prohibited from being director by law; being or becoming bankrupt or making any arrangement or composition with their creditors generally; being or becoming disqualified, of unsound mind, or dying; or resigning. Our Board may also appoint a person as a director to fill a vacancy resulting from an increase in the size of our Board or a vacancy left unfilled at an Annual General Meeting.

Our Board of Directors approved a resolution to reduce our Board from 12 to 119 members as of the date of our 20232024 Annual General Meeting. Following the recommendation of our Nominating and Governance Committee, our Board of Directors has nominated Mark C. Batten, Francisco L. Borges, G. Lawrence Buhl, Dominic J. Frederico, Bonnie L. Howard, Thomas W. Jones, Patrick W. Kenny, Alan J. Kreczko, Simon W. Leathes, Yukiko Omura, Lorin P.T. Radtke, and Courtney C. Shea as directors of AGL. Proposal No. 1 is Item 1 on the proxy card.

Our directors are elected annually to serve until their respective successors shall have been elected.

It is the intention of the persons named as proxies, subject to any direction to the contrary, to vote in favor of the candidates nominated by the Board of Directors. We know of no reason why any nominee may be unable to serve as a director. If any nominee is unable to serve, your proxy may vote for another nominee proposed by the Board, or the Board may reduce the number of directors to be elected.

There are no arrangements or understandings between any director and any other person pursuant to which any director was or is selected as a director or nominee.

The table below summarizes the key qualifications, skills and attributes most relevant to the decision to nominate candidates to serve on our Board. Further information about each director nominee may be found in their biographies contained in the pages following this one.

Our executive compensation program is designed to attract and retain talented and experienced business leaders who drive our corporate strategies and build long-term shareholder value.

Our Compensation Committee assesses performance using pre-established measures of success that are tied to our key business strategies. This approach encourages balanced performance, measured relative to financial and non-financial goals as well as measures of shareholder value, and discourages excessive risk taking or undue leverage by avoiding too much emphasis on any one metric, or on short-term results.

In 2022, we settledOur most significant accomplishment in 2023 was the transformation of our asset management strategy with the contribution of substantially all of our defaulted insured Puerto Rico exposures but one (the Puerto Rico Electric Power Authority,asset management business to Sound Point for an approximately 30% interest in the combined entity. By executing the strategy envisioned by our CEO and adopted by our Board of substantially increasing the scale of the asset management business in which we referparticipate, this transaction significantly advances the strategic goals our CEO envisioned and our Board set for our participation in the asset management business: (1) to as PREPA)further diversify our earnings and participate in a fee-based earnings stream independent of the risk-based premiums generated by our financial guaranty business, and (2) to improve our investment returns by increasing our allocation to alternative investments in our investment portfolio. The transaction, which was personally led by our CEO, is an important milestone in our pursuit of our vision of establishing a meaningful presence in the asset management business and positions us for further growth in that segment in the future. The transaction (along with the separate sale of the remainder of our asset management business) also resulted in a $222 million pre-tax gain, net of expenses, in 2023, a recognition of the improvements we made to the BlueMountain platform consistent with our CEO's strategic direction after entering the asset management business by purchasing BlueMountain in 2019.

We exceeded, in some cases by substantial margins, our 2023 financial performance targets in four out of five instances, even excluding the benefit of the establishment of a deferred tax asset related to a new Bermuda tax law enacted in December 2023 that our Compensation Committee could not have anticipated when setting our targets in February 2023. In the fifth instance (PVP), which when combined with normal amortization, reducedwe were under our Puerto Rico insured exposure by $2.2 billion. Partlytarget as a result of lower overall volume in our primary market than we reduced our below investment grade, which we refer to as BIG, insured par exposure to 2.5% of our insured portfolio, below the 3% target we set well over a decade ago and the lowest since we acquired Financial Security Assurance in 2009. We also improved expected recoveries and performance of our insured RMBS portfolio, which, over the year, resulted in an economic benefit against our expected losses of $143 million. Further, we continued our progress managing our capital by returning $567 million to our shareholders through share repurchases and dividends.

We achieved these results despite a persistently challenging business environment.

The achievements described in this section even in the face of this environment were important considerations for our Compensation Committee in determining the compensation of our CEO and other named executive officers for the 20222023 performance year.

The table and chart below depict the cumulative TSR in dollars on our Common Shares from December 31, 20172022 through December 31, 2022,2023, relative to the cumulative TSR of the Russell Mid-Cap Financial Services Index, S&P 500 Stock Index, Russell Midcap Financial Services Index, and S&P 500 Financials Sector Index. The table and chart depict the value on December 31 of 2022 and 2023, of a $100 investment made on December 31, 2022, with all dividends reinvested.

The table and chart below depict the cumulative TSR in dollars on our Common Shares from December 31, 2018 through December 31, 2023, relative to the cumulative TSR of the S&P 500 Index, S&P 500 Financials Sector Index and our 21-company executive compensation comparison group constituted by FW Cook in 2022, which we refer to here as our current executive compensation comparison group,Russell Midcap Financial Services Index, over the same period. (Our current executive compensation comparison group is described below under “Compensation Governance—Executive Compensation Comparison Group.”) The table and chart depict the value on December 31 of each year from 20172018 through 2022,2023, of a $100 investment made on December 31, 2017,2018, with all dividends reinvested.

For fiveUnder the strategic leadership of our CEO, we exceeded our financial performance goals in four out of our six financialfive instances — and in the fifth instance, PVP, while falling short of the goal, we exceeded last year’s actual performance measures, we either exceeded the target set by our Compensation Committee (in two instances) or we improved over last year's results (in three instances)nearly 8%, despite a year marked by inflation, geopolitical stress,an elevated interest rate environment and the dislocationcontinued volatility in the fixed-income markets, causeddue in large part to our strategic decision fifteen years ago, championed by suddenly rising interests rates and the rapid strengthening ofour CEO, to also pursue financial guaranty business in markets other than the U.S. dollar versus foreign currencies, especially U.K. pound sterling.public finance market, while our only monoline financial guaranty competitor chose to limit itself to the U.S. public finance market. The table below summarizes our 20222023 results against the 20222023 targets for our financial performance measures. Even without the benefit associated with the establishment of a substantial deferred tax asset related to a new Bermuda tax law enacted in December 2023, we still would have exceeded four out of five of our 2023 targets.

Since our Compensation Committee could not have anticipated the benefit associated with the establishment of such deferred tax asset when it set our 2023 targets in February 2023, the committee chose to exclude the impact of this tax benefit (which did not reflect any particular efforts of the senior leadership team) when it determined the achievement score for the financial performance measures. The financialmeasures for the 2023 performance measures areyear, as explained in more detail below under “Executive Compensation Program Structure and Process—Process — Components of Our Executive Compensation Program—Program — Cash Incentive Compensation”.