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ASSURED GUARANTY LTD

For the period ended Sep 30, 2025. Filed Nov 7, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 7, 2025

AGO$73.93+0.2%Stored close · as of Nov 10, 2026

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Contents

Liquidity and Capital Resources

AGL and its U.S. Holding Companies

AGL directly owns (i) AG Re, an insurance company domiciled in Bermuda; and (ii) AGUS, a U.S. holding company with public debt outstanding. AGUS directly owns AGMH, a U.S. holding company with public debt outstanding. AGMH owns AG, an insurance company domiciled in Maryland. AGUS and AGMH are collectively referred to as the U.S. Holding Companies.

Sources and Uses of Funds

The liquidity of AGL and its U.S. Holding Companies is largely dependent on dividends, stock redemptions and other distributions from their operating subsidiaries (see “— Insurance Subsidiaries — Distributions from Insurance Subsidiaries” below) and access to external financing. The operating liquidity requirements of AGL and the U.S. Holding Companies include:

principal and interest on debt issued by AGUS and AGMH;

dividends on AGL’s common shares; and

the payment of operating expenses.

AGL and its U.S. Holding Companies may also require liquidity to:

make capital investments in their operating subsidiaries and in alternative investments;

fund acquisitions of new businesses or expand insurance business;

purchase or redeem the Company’s outstanding debt; or

repurchase AGL’s common shares pursuant to AGL’s share repurchase authorization.

In the ordinary course of business, the Company evaluates its liquidity needs and capital resources in light of holding company expenses and dividend policy, as well as rating agency considerations. The Company also subjects its cash flow projections and its assets to a stress test, maintaining a liquid asset balance of one and a half times its stressed operating company net cash flows over the next four quarters. Management believes that AGL will have sufficient liquidity to satisfy its needs over the next twelve months. See “— Overview — Key Business Strategies, Capital Management” above for information on common share repurchases.

External Financing

From time to time, AGL and its subsidiaries have sought external debt or equity financing in order to meet their obligations. External sources of financing may or may not be available to the Company and, if available, the cost of such financing may not be acceptable to the Company.

Long-Term Debt Obligations

The Company has outstanding long-term debt issued by the U.S. Holding Companies. See Part II, Item 8, Financial Statements and Supplementary Data, Note 11, Long-Term Debt and Credit Facilities, of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and “— Guarantor and U.S. Holding Companies’ Summarized Financial Information” below.

U.S. Holding Companies

Long-Term Debt and Intercompany Loans

As of September 30, 2025 · As of December 31, 2024
(in millions)
Effective Interest Rate · Final Maturity · Principal Amount
AGUS - long-term debt
6.125% Senior Notes6.125%2028$350$350
3.15% Senior Notes3.15%2031500500
7% Senior Notes6.40%2034200200
3.6% Senior Notes3.60%2051400400
Series A Enhanced Junior Subordinated Debentures3 month CME Term SOFR +2.64%2066150150
AGUS long-term debt1,6001,600
AGUS - intercompany loans from:
AG3.50%2029250250
AGRO5.00%20282020
AGUS intercompany loans270270
Total AGUS long-term debt and intercompany loans1,8701,870
AGMH
Junior Subordinated Debentures (1)6.40%2066300300
Total AGMH long-term debt300300
AGMH’s long-term debt purchased by AGUS (2)(154)(154)
U.S. Holding Company long-term debt$2,016$2,016

(1) If the AGMH Junior Subordinated Debentures are outstanding after December 15, 2036, then the principal amount of the outstanding debentures will bear interest at One-Month Chicago Mercantile Exchange (CME) Term Secured Overnight Finance Rate (SOFR) plus 2.33%.

(2) Represents principal amount of Junior Subordinated Debentures issued by AGMH that has been purchased by AGUS.

From time to time, AGL and its subsidiaries have entered into intercompany loan facilities. For example, on October 25, 2013, AGL, as borrower, and AGUS, as lender, entered into a revolving credit facility pursuant to which AGL may, from time to time, borrow for general corporate purposes. Under the credit facility, AGUS committed to lend a principal amount not exceeding $225 million in the aggregate. The commitment under the revolving credit facility terminates on October 25, 2033 (the loan commitment termination date). The unpaid principal amount of each loan will bear semi-annual interest at a fixed rate equal to 100% of the then applicable interest rate as determined under Internal Revenue Code Section 1274(d). Accrued interest on all loans will be paid on the last day of each June and December and at maturity. AGL must repay unpaid principal amounts of the loans, if any, by the third anniversary of the loan commitment termination date. AGL has not drawn upon the credit facility.

For more information, see the Company’s 2024 Annual Report on Form 10-K, Part II, Item 8. Financial Statements and Supplementary Data, Note 11, Long-Term Debt and Credit Facilities.

Guarantor and U.S. Holding Companies’ Summarized Financial Information

AGL fully and unconditionally guarantees the payment of the principal of, and interest on, the $1,450 million aggregate principal amount of notes issued by the U.S. Holding Companies, the $450 million aggregate principal amount of junior subordinated debentures issued by the U.S. Holding Companies, and the intercompany loans. The following tables include summarized financial information for AGL and the U.S. Holding Companies, excluding their investments in subsidiaries.

As of September 30, 2025
AGLU.S. Holding Companies
(in millions)
Assets, excluding investments in subsidiaries
Fixed-maturity securities (1)$15$3
Ownership interest in Sound Point—414
Other invested assets—170
Short-term investments and cash75321
Receivables from affiliates (2)54—
Other assets450
Liabilities
Long-term debt—1,702
Loans payable to affiliates—270
Payable to affiliates (2)1117
Other liabilities1678

(1) As of September 30, 2025, the weighted average durations of AGL’s and the U.S. Holding Companies’ fixed-maturity securities were 10.2 years and 3.0 years, respectively.

(2) Primarily represents receivables and payables with non-guarantor subsidiaries.

Nine Months 2025
AGLU.S. Holding Companies
(in millions)
Revenues$1$7
Expenses
Interest expense—74
Other expenses3211
Income (loss) before provision for income taxes and equity in earnings (losses) of investees(31)(78)
Equity in earnings (losses) of investees—40
Net income (loss) excluding investments in subsidiaries(31)(33)

The following table presents significant cash flow items for AGL and the U.S. Holding Companies (other than investment income, operating expenses and taxes) related to distributions from subsidiaries and outflows for debt service, dividends and other capital management activities.

AGL and U.S. Holding Companies

Selected Cash Flow Items

Nine Months 2025
AGLU.S. Holding Companies
(in millions)
Dividends received from U.S. Holding Companies$440$—
Dividends received from other subsidiaries50226
Distributions from equity method investees (1)—34
Interest paid on intercompany loans—(1)
Interest paid on long-term debt—(63)
Investments in subsidiaries(21)(3)
Redemption of stock by insurance subsidiaries—213
Dividends paid to AGL—(440)
Dividends paid to AGL shareholders(53)—
Repurchases of common shares (2)(369)—

(1) Includes distributions from Sound Point of $18 million and other alternative investments.

(2) See Item 1, Financial Statements, Note 12, Shareholders’ Equity, for additional information about share repurchases and authorizations.

Generally, dividends paid by a U.S. company to a Bermuda holding company are subject to a 30% withholding tax. After AGL became tax resident in the U.K., it became subject to the tax rules applicable to companies resident in the U.K., including the benefits afforded by the U.K.’s tax treaties. The income tax treaty between the U.K. and the U.S. reduces or eliminates the U.S. withholding tax on certain U.S. sourced investment income (to 5% or 0%), including dividends from U.S. subsidiaries to U.K. resident persons entitled to the benefits of the treaty.

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