ASSURED GUARANTY LTD
For the period ended Sep 30, 2026. Filed Nov 6, 2026.
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Sep 30, 2026 · Filed Nov 6, 2026
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Item 5. Other Information
10b5-1 Trading Plans
During third 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).
Compensatory Arrangement of the Former Chief Credit Officer of the Company
In connection with the previously announced retirement of Stephen Donnarumma from his role as the Chief Credit Officer of the Company, which was effective September 30, 2026, the Company entered into a separation agreement with Mr. Donnarumma on November 3, 2026 (the Separation Agreement). Pursuant to the Separation Agreement, Mr. Donnarumma will serve as senior advisor to the Chief Executive Officer during the period from October 1, 2026 through October 1, 2027 (the Transition Period and such end date, the Retirement Date), which Transition Period has been extended from his previously announced advisory period ending April 2, 2027.
The Separation Agreement provides that Mr. Donnarumma’s base salary during the Transition Period will be the same as his current base salary. In addition, Mr. Donnarumma will be eligible for certain cash and equity incentive opportunities. For the 2026 fiscal year, the Compensation Committee of AGL’s Board of Directors will determine the exact amount of Mr. Donnarumma’s incentive awards after the 2026 financial results are available. Mr. Donnarumma’s cash incentive will be determined based on his actual performance through September 30, 2026 as well as the 2026 financial performance of the Company, prorated for the nine months in which he served as Chief Credit Officer and an executive officer and will be subject to Mr. Donnarumma’s continued employment through the payment date. If the Compensation Committee grants Mr. Donnarumma equity awards relating to his 2026 performance through September 30, 2026, such awards will be subject to Mr. Donnarumma’s continued employment through the date of grant and will be granted as restricted share units pursuant to a grant agreement substantially in the form attached as an exhibit to the Separation Agreement, with one-third of such units generally settling on the one-year anniversary of the date of grant, one-third of such units settling on the two-year anniversary of the date of grant, and the remaining units settling on the three-year anniversary of the date of grant. In addition, for Mr. Donnarumma’s work through the Transition Period but subject to his continued employment through the Retirement Date, the Compensation Committee will grant him a cash incentive award for the 2027 fiscal year with a target amount of $345,865 (representing one-fourth of his 2025 cash incentive payment), payable within sixty days of the Retirement Date.
Mr. Donnarumma’s outstanding restricted share unit and performance share unit awards granted under the Assured Guaranty Ltd. 2024 Long-Term Incentive Plan or its predecessor plan (as applicable, the LTIP) will continue to vest in accordance with their terms through the Retirement Date. Upon his retirement, subject to the conditions described in the Separation Agreement, Mr. Donnarumma’s termination will be treated as a Retirement under the LTIP, entitling him to continued vesting and distribution of shares and dividend equivalents in accordance with the applicable grant agreements.
The Separation Agreement contains restrictive covenants including a two-year non-competition restriction prohibiting Mr. Donnarumma from engaging in activities competitive with the Company’s financial guaranty insurance, annuity reinsurance or asset management businesses, a two-year non-solicitation restriction with respect to the Company’s clients, customers, and employees, confidentiality obligations, and a non-disparagement provision.
The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement, a copy of which is filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q.
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