DEF: Assured Guaranty Reports Strong 2025, Eyes Annuity Reinsurance

Sentiment:

Proxy Statement


Assured Guaranty Ltd. achieved record shareholder equity and operating income per share in 2025, while expanding its insurance business and launching a new annuity reinsurance platform.

Summary

  • Shareholders' equity attributable to Assured Guaranty Ltd. per share, adjusted operating shareholders equity per share, and adjusted book value per share reached new highs of $125.32, $126.78, and $186.43, respectively, in 2025.
  • GAAP net income attributable to Assured Guaranty Ltd. per share was $10.26, a 49% increase over the prior year, and adjusted operating income per share was $9.08, a 28% increase, both being the second highest in company history.
  • The company insured $33 billion of par in 2025, the most in over a decade, and guaranteed 51 U.S. public finance transactions with approximately $100 million or more of insured par, also a decade high.
  • Gross Written Premiums (GWP) and new business production (PVP) in the insurance segment were $256 million and $286 million, respectively, which was less than generated in 2024 and below the 2025 goal.
  • Improvements in the U.S. public finance secondary market insurance process led to a 450% year-over-year increase in GWP and PVP, each reaching $44 million.
  • The fund finance business was developed into a flow business, expected to generate faster earnings and frequent renewals.
  • The company repurchased 5.8 million common shares, or 11.5% of those outstanding at December 31, 2024, meeting its $500 million buyback goal for 2025, and returned a total of $569 million to shareholders including dividends.
  • Alternative investments achieved a 13% inception-to-date annualized internal rate of return, with the portfolio increasing by approximately 16% to $1,025 million at year-end 2025.
  • Work was completed to launch Assured Life Reinsurance Ltd. in January 2026, a new annuity reinsurance platform aimed at revenue diversification and net income growth.
  • The CEO's total compensation for the 2025 performance year was $12,010,955, representing a 7.7% decrease from 2024 and an 11.0% decrease from 2023.
  • One financial performance measure for executive compensation was below the threshold, resulting in a 0% score for that measure.
  • The company's five-year Total Shareholder Return (TSR) exceeded all comparison indices by 108 to 115 percentage points, though its three-year and one-year TSRs were lower than these indices.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a solid performance with strategic foresight, evidenced by record equity metrics and successful diversification efforts. However, the missed premium targets and recent underperformance in short-term TSR indicate areas requiring closer monitoring.

Positives

  • Shareholders' equity attributable to Assured Guaranty Ltd. per share increased to a new high of $125.32 in 2025.
  • Adjusted operating shareholders equity per share reached a new high of $126.78 in 2025.
  • Adjusted book value per share achieved a new high of $186.43 in 2025.
  • GAAP net income attributable to Assured Guaranty Ltd. per share was $10.26, a 49% increase over last year and the second highest in company history.
  • Adjusted operating income per share was $9.08, a 28% increase over last year and the second highest in company history.
  • Insured $33 billion of par in 2025, the most in over a decade.
  • Guaranteed 51 U.S. public finance transactions with approximately $100 million or more of insured par, the largest annual volume of such deals in over a decade.
  • Streamlined U.S. public finance secondary market insurance process, leading to a 450% year-over-year increase in GWP and PVP ($44 million each) in this market.
  • Developed fund finance business into a flow business, generating faster earnings and potential for frequent renewals.
  • Repurchased 5.8 million common shares, or 11.5% of those outstanding at December 31, 2024, meeting the full-year goal of buying back $500 million of shares.
  • Returned a total of $569 million to shareholders, including dividends.
  • Achieved a 13% inception-to-date annualized internal rate of return on alternative investments.
  • Completed essentially all work to launch the new annuity reinsurance platform, Assured Life Reinsurance Ltd., in January 2026, leveraging core competencies for future revenue diversification and net income growth.
  • Five-year Total Shareholder Return (TSR) exceeded all comparison indices (S&P 500, S&P 500 Financials, Russell Midcap Financials) by 108 to 115 percentage points.
  • Maintained strong financial strength ratings at insurance companies.
  • Resolved the largest loss mitigation security, receiving a $459 million payment and resulting in a 2.7% inception-to-date internal rate of return.
  • Recognized a pre-tax gain of $103 million from the successful conclusion of the LBIE litigation matter.
  • Recognized a pre-tax gain of $23 million and positive ITD IRR from the sale of a commercially leased building as part of a loss mitigation strategy.
  • Enhanced holding company liquidity by supervising the acceleration of 2025 ordinary dividend capacity and a $250 million special dividend from the U.S. insurance company.
  • Achieved membership in the Federal Home Loan Bank of New York, resulting in $300 million additional borrowing capacity for the U.S. insurer.
  • Developed an artificial intelligence (AI) governance framework and policy for acceptable use of AI tools.
  • Successfully completed Group Supervisory College with regulators in Maryland, Bermuda, U.K., and France.
  • Positive outcome of annual penetration test affirmed strength of cybersecurity controls.
  • Increased corporate donations to five organizations improving access to education for New York City's underserved populations to $650,000 in 2025, up from $625,000 in 2024 and $360,000 in 2023.
  • Employees volunteered 746 hours in 2025, up from 545 hours in 2024.

Negatives

  • Gross Written Premiums (GWP) and new business production (PVP) in the insurance segment were $256 million and $286 million, respectively, which was less than generated in 2024 and less than the goal for 2025.
  • One financial performance measure for executive compensation was below the threshold, resulting in a 0% score for that measure.
  • Three-year and one-year Total Shareholder Returns (TSRs) were lower than the indices to which the company compares itself.
  • The CEO's total compensation for the 2025 performance year was 7.7% less than 2024 and 11.0% less than 2023.
  • PVP was below target for consecutive years.
  • The 2025 one-year TSR trailed comparison indices.

Risks

  • Premium charged for insurance is a function of sector, underlying credit, other obligation attributes, and economic/competitive factors, with persistently low credit spreads and competition in certain sectors providing headwinds.
  • The mix of business presented by the market can significantly impact Gross Written Premiums (GWP) and new business production (PVP).
  • Unexpected loss development, unexpected mark-to-market movements of alternative investments, unexpected changes to reinvestment rates, and the level of refunding activity can impact financial performance.
  • Share price volatility and the availability of funds for share repurchases may add to the challenges of reaching financial goals.
  • Obligors' ability to pay debt service may be impaired by the impact of natural perils, such as sea level rise, droughts, extreme weather events, and geological events, posing climate-related financial risks.
  • Cybersecurity and data privacy risks are present, particularly concerning financial systems and information technology.
  • Risks related to senior management retention, development, succession planning, and compensation are a focus for the Compensation Committee.
  • Risks related to capital, liquidity, investments, financial market conditions, foreign currency, and rating agencies are overseen by the Finance Committee.
  • Risks concerning board qualification, corporate structure, governance, and compliance with applicable anti-corruption and anti-bribery laws are overseen by the Nominating and Governance Committee.
  • Underwriting, surveillance, and workout of credit risks are core business risks that require continuous assessment and management.
  • Operational risks, including those related to IT, cybersecurity, artificial intelligence, data privacy, and outsourcing and vendor management, are monitored.
  • Risks concerning the company's governance, reputation, and ethical standards are considered.
  • The employee compensation program is assessed to determine whether any risks arising from it are reasonably likely to have a material adverse effect on the company.

Future Outlook

Management believes the newly launched annuity reinsurance platform, Assured Life Reinsurance Ltd., leverages the company's core competencies and will provide future revenue diversification and potential for future net income growth. The fund finance business is expected to generate faster earnings and frequent renewals, leading to repeat premium generation. The company plans to continue pursuing its goal of increasing asset management-related earnings and increasing its investment in alternative assets. The Compensation Committee anticipates that long-term growth in core operating shareholders equity per share and core adjusted book value per share will ultimately lead to growth in the company's Common Share price.

Management Comments

  • Management views the insured par volume as an indication of robust demand for our insurance product from institutional investors.
  • Management believes this new platform (Assured Life Reinsurance Ltd.) 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.
  • Management believes the biggest increase in headwinds from 2024 was the mix of business presented in the markets in 2025.
  • Our Compensation Committee believes solely using the average closing price over 40 consecutive trading days approach to sizing its long-term equity incentive grants is the fairest approach to use in light of the volatility of the price of our Common Shares.

Industry Context

StockSavvy.ai notes that Assured Guaranty operates in a niche financial guaranty insurance market, with only one other non-publicly traded financial guarantor writing new business. This unique position allows for market leadership but also exposes the company to specific headwinds like persistently low credit spreads and the mix of business presented by the market, which can impact premium generation. The strategic expansion into annuity reinsurance and alternative asset management reflects a broader industry trend among financial services firms to diversify revenue streams and enhance returns beyond core, often cyclical, businesses. The company's strong five-year TSR performance, despite recent short-term underperformance against broader financial indices, suggests investor confidence in its long-term strategic shifts and capital management initiatives.

Comparison to Industry Standards

  • The company's five-year Total Shareholder Return (TSR) of 210.85% from December 31, 2020, through December 31, 2025, significantly outperformed the S&P 500 Stock Index (95.98%), S&P 500 Financials Sector Index (102.86%), and Russell Midcap Index Financials (101.41%).
  • The company's three-year TSR (51.72%) and one-year TSR (1.44%) through December 31, 2025, were lower than the S&P 500 Stock Index (86.01% and 17.86% respectively), S&P 500 Financials Sector Index (68.19% and 14.97% respectively), and Russell Midcap Index Financials (69.44% and 14.53% respectively).
  • The CEO's target total direct compensation for the 2024 performance year ranked above the 75th percentile of its 2024 executive compensation comparator group, which includes companies like Affiliated Managers Group, Inc., Federated Hermes, Inc., Selective Insurance Group, Inc., and others.
  • The company's one-year TSR was at the 18th percentile and its three-year TSR was at the 41st percentile of its executive compensation comparator group as of December 31, 2025.
  • The company's latest four quarters of net income was at the 31st percentile and total assets were at the 50th percentile of its executive compensation comparator group as of September 30, 2025.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
DirectorN/AMark C. BattenFebruary 2024Appointment to the Board of Directors.
Chief Operating OfficerChief Financial OfficerRobert A. BailensonJanuary 1, 2024Promotion and change in responsibilities.
Chief Financial OfficerChief ActuaryBenjamin G. RosenblumJanuary 1, 2024Promotion and change in responsibilities.
DirectorN/AAntonio Ursano, Jr.May 2025Appointment to the Board of Directors.
General Counsel (salary)Ling Chow ($650,000)Ling Chow ($675,000)February 2025Increase due to achievements in 2024 and complexity of issues handled.
Chief Financial Officer (salary)Benjamin G. Rosenblum ($650,000)Benjamin G. Rosenblum ($675,000)February 2025Increase due to achievements in 2024, breadth and complexity of issues, and success in new role.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Policy EnhancementThe Compensation Committee adopted formal performance and payout ranges (threshold, target, maximum levels) for each financial performance measure in the non-equity incentive plan for the 2025 performance year.Beginning with 2025 performance yearEnhances transparency and strengthens the direct linkage between executive performance and pay, aligning incentives with shareholder expectations.
Policy AmendmentThe recoupment (clawback) policy was amended and restated to comply with new NYSE listing requirements and SEC Rule 10D-1, requiring recoupment of erroneously paid incentive compensation in the event of financial restatements, regardless of executive fault.October 31, 2023Strengthens corporate accountability and aligns with evolving regulatory standards, providing broader recovery mechanisms for incentive compensation.
Committee Structure/FocusThe Environmental and Social Responsibility Committee focuses on environmental risks, particularly climate-related financial risks, and aspects of human capital management, such as recruiting and retention, training and development, and corporate culture and employee engagement.OngoingEnhances oversight of critical non-financial risks and human capital, reflecting a broader commitment to ESG principles and long-term sustainability.
Policy AdoptionAdopted a Climate Risk Management Statement that articulates the company's approach to understanding, managing, and mitigating material risks associated with climate-related vulnerabilities and operating sustainably.Ongoing (reviewed annually)Formalizes the company's commitment to addressing climate risks and integrates environmental considerations into business strategy and risk management.
Board CompositionThe Board is composed of individuals from different disciplines (accountants, lawyers, industry, finance, executive, international experience) and includes both men and women of different races and ethnicities, and citizens of various countries.OngoingEnsures a wide range of individual skills, experience, knowledge, background, and perspectives, critical for effective governance and strategic decision-making.
Board OversightThe Board has overall responsibility for overseeing management's establishment and operation of a cybersecurity program and management of cybersecurity risk, with specific delegation to the Risk Oversight Committee and Audit Committee.OngoingProvides a structured and multi-layered approach to managing cybersecurity threats, enhancing resilience and protecting financial systems and data.

Legal Proceedings

  • Advanced restructuring negotiations and litigation in connection with the PREPA Title III proceedings, including obtaining a lift of the litigation stay to pursue an administrative expense claim, intervening in Puerto Rico Energy Board proceedings, and participating in PREPA mediation sessions.
  • Successfully concluded the LBIE litigation matter, resulting in the recognition of a pre-tax gain of $103 million.

Related Party Transactions

  • BlackRock, Inc., a beneficial owner of approximately 11.98% of Common Shares, supplied the company's investment reporting module, incurring expenses of approximately $450,000 in 2025.
  • Wellington Management Group LLP, which owned more than 5% of Common Shares during 2025, managed approximately $2.0 billion of the company's investment assets (27.2% of the total fixed maturity and short-term investment portfolio) and incurred expenses of approximately $1.3 million in 2025.
  • Antonio Ursano, Jr., a director, is the managing partner and founder of Insurance Advisory Partners LLC (IAP). IAP provided strategic and financial advice for life reinsurance business opportunities, for which the company paid an aggregate of $1.87 million in 2025 (including a success fee, quarterly retainers, and expense reimbursement) following the January 2026 acquisition, after which the engagement was terminated.

Stakeholder Impact

  • **Shareholders**: Experienced increased shareholder value, record equity metrics, and significant capital returns ($569 million in 2025, $6.8 billion since 2013). The strong 5-year TSR indicates long-term confidence, though mixed short-term TSR and executive compensation adjustments provide important signals.
  • **Employees**: Benefit from a focus on attracting and retaining high-quality talent, competitive compensation and benefits, professional development opportunities, formal mentoring programs, an inclusive culture, and engagement through surveys and philanthropic initiatives.
  • **Customers/Clients**: Benefit from streamlined U.S. public finance secondary market insurance processes, new tools like the Bloomberg Assured Secondary Market Interface, and expanded financial guaranty business into new sectors and jurisdictions, indicating robust demand for the company's insurance product.
  • **Regulators**: Engaged through successful completion of Group Supervisory College, obtained regulatory approvals for dividends, and maintained optimal corporate and regulatory structure, demonstrating compliance with legal and regulatory requirements.
  • **Community/Society**: Positively impacted through increased corporate philanthropy, including donations to education and at-risk populations, humanitarian aid, and increased employee volunteer hours. The company's focus on environmental and social responsibility, including climate risk management, also contributes to broader societal well-being.

Next Steps

  • Hold the 2026 Annual General Meeting of shareholders on Friday, May 1, 2026, at 6 Bevis Marks in London.
  • Elect AGL's Board of Directors at the Annual General Meeting.
  • Approve, on an advisory basis, the compensation paid to AGL's named executive officers at the Annual General Meeting.
  • Appoint PricewaterhouseCoopers LLP as AGL's independent auditor for the fiscal year ending December 31, 2026, and authorize the Board of Directors to set the fees for the independent auditor at the Annual General Meeting.
  • Direct AGL to vote for the directors and the appointment of the independent auditor of AGL's subsidiary Assured Guaranty Re Ltd. at the Annual General Meeting.
  • Shareholders are encouraged to review the 2025 Annual Report and the Proxy Statement.
  • Shareholders wishing to submit a proposal for inclusion in the 2027 Annual General Meeting proxy material must do so by November 18, 2026.
  • Shareholders desiring to nominate a person for election as director at the 2027 Annual General Meeting must provide written notice by January 31, 2027.
  • The Compensation Committee will approve the final calculations for the 2023 TSR PSU performance period at its April 2026 meeting.
  • The company will publish the voting results of the Annual General Meeting in a Form 8-K filed with the SEC by May 7, 2026.

Key Dates

DateDescription
2013Capital management program initiated.
December 31, 2012Date before the Common Share repurchase program began, used as a baseline for repurchase calculations.
May 2014Yukiko Omura became a director of AGL.
May 2015Francisco L. Borges became Chair of the Board of Directors.
August 2015Thomas W. Jones and Alan J. Kreczko became directors of AGL.
2017Last salary increase for the CEO, Dominic J. Frederico.
2018Ling Chow became General Counsel and Secretary of AGL.
2018Mark C. Batten joined the board of Assured Guaranty UK Limited.
February 2019Relative TSR PSUs were established as part of the executive compensation program.
2020Employee-led committee for philanthropic efforts was formed.
December 31, 2020Start of the five-year Total Shareholder Return (TSR) comparison period.
May 2021Lorin P.T. Radtke and Courtney C. Shea became directors of AGL.
2021Mark C. Batten became chair of Assured Guaranty UK Limited.
February 2022Severance plan for senior leadership team was restated.
February 23, 2022RSU award granted to Benjamin G. Rosenblum, which vested on February 23, 2026.
2022Holly L. Horn became Chief Surveillance Officer of AGL and AG.
February 2023The performance period for Relative TSR PSUs was changed to better align GAAP value with target values.
February 22, 2023RSU, ABV PSU, and TSR PSU awards were granted, vesting on February 22, 2026.
May 1, 2023RSU award granted to Benjamin G. Rosenblum, with half vesting on May 1, 2026, and the remaining half on May 1, 2027.
July 1, 2023RSU award granted to Benjamin G. Rosenblum, with half vesting on July 1, 2026, and the remaining half on July 1, 2027.
October 31, 2023The amended and restated recoupment (clawback) policy was adopted.
2023Jorge A. Gana became Chief Risk Officer of AGL.
2023Corporate donations to New York City education organizations totaled $360,000.
December 29, 2023Date of Schedule 13G/A filing by Dimensional Fund Advisors LP.
January 1, 2024Robert A. Bailenson became Chief Operating Officer of AGL and Benjamin G. Rosenblum became Chief Financial Officer of AGL.
February 2024Mark C. Batten became a director of AGL.
February 2024FW Cook performed a systemic, qualitative assessment of incentive compensation programs.
May 2, 2024Annual General Meeting was held, and the Assured Guaranty Ltd. 2024 Long-Term Incentive Plan was approved by shareholders.
August 2024Assured Guaranty Municipal Corp (AGM) merged with and into AG (Assured Guaranty Inc.).
November 12, 2024Date of Schedule 13G/A filing by The Vanguard Group.
2024Corporate donations to New York City education organizations totaled $625,000.
2024Employees volunteered 545 hours.
February 19, 2025Special retention awards consisting of special restricted share units were granted to Robert A. Bailenson and Ling Chow.
February 2025The Compensation Committee established 2025 base salaries and financial performance targets for executive officers.
May 2025Antonio Ursano, Jr. became a director of AGL.
July 18, 2025Date of Schedule 13G/A filing by BlackRock, Inc.
November 2025Targeted shareholder outreach regarding executive compensation began.
December 31, 2025End of the fiscal year, with 367 employees worldwide and alternative investments valued at $1,025 million.
December 31, 2025Wellington Management managed approximately $2.0 billion of investment assets for the company.
December 31, 2025The last Performance Retention Award (PRA) installment for Benjamin G. Rosenblum vested.
December 31, 2025Corporate donations to New York City education organizations totaled $650,000.
December 31, 2025Employees volunteered 746 hours.
January 2026Assured Life Reinsurance Ltd. was launched.
January 7, 2026Bermuda Monetary Authority's proposed enhancements to its insurance group supervision framework became effective.
February 2026The Board determined director independence.
February 2026FW Cook updated its comprehensive risk assessment of the compensation program.
February 10, 2026Date of Schedule 13G/A filing by Wellington Management Group LLP.
February 20, 2026Grant date for 2025 performance year equity awards (PSUs and RSUs).
March 2026Benjamin G. Rosenblum received his final Performance Retention Award (PRA) payout.
March 6, 2026Record date for the Annual General Meeting, with 44,861,652 Common Shares outstanding.
March 18, 2026Proxy materials distribution date and date of filing.
April 28, 2026Voting deadline for employee shareholders participating in the Assured Guaranty Ltd. Employee Stock Purchase Plan.
April 29, 2026Voting deadline for beneficial owners.
April 30, 2026Voting deadline for registered shareholders.
May 1, 2026Date of the Annual General Meeting of shareholders in London.
May 7, 2026Deadline for filing Form 8-K with voting results.
January 31, 2027Deadline for shareholders to submit proposals or nominations for the 2027 Annual General Meeting.
February 2027Expected settlement of Relative TSR PSU units from the February 2023 grant, following a one-year deferral period.
March 2, 2027Deadline for shareholders to provide notice and information required by SEC Rule 14a-19 for proxy solicitation in support of a director nominee at the 2027 Annual General Meeting.

Recommendation

hold

Assured Guaranty demonstrates strong long-term value creation with record equity metrics and a robust capital management program, including significant share repurchases. The strategic diversification into annuity reinsurance and alternative investments positions the company for future growth. However, the recent underperformance in Gross Written Premiums (GWP) and new business production (PVP), coupled with lagging one-year and three-year Total Shareholder Returns compared to industry benchmarks, suggests near-term challenges. While the long-term outlook remains positive due to strategic initiatives and strong underlying financial health, the short-term headwinds warrant a cautious 'hold' stance until there is clearer evidence of improved premium generation and sustained short-term market outperformance.

Keywords

Financial Guaranty, Insurance, Reinsurance, Annuity Reinsurance, Asset Management, Shareholder Value, Executive Compensation, Corporate Governance, Risk Management, SEC Filing, Proxy Statement, Capital Management, Share Repurchase, Dividends, Alternative Investments, U.S. Public Finance, Structured Finance, ESG, Cybersecurity, Bermuda

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