AEGON Ltd. acquired 327,885,200 Common Shares B from Vereniging Aegon Americas and issued the reporting person 8,197,130 Common Shares as consideration on a 40-for-1 basis on October 15, 2026. No Common Shares B remained outstanding afterward, and the reporting person was no longer entitled to exercise full voting power upon a Special Cause. The reporting person also changed its name from Vereniging Aegon to Vereniging Aegon Americas.
Between August 16, 2026 and October 15, 2026, AEGON Ltd. repurchased 2,995,969 Common Shares from the reporting person for EUR 23,555,197.97 in weekly installments, at prices ranging from EUR 7.53 to EUR 8.23 per share. The reporting person had agreed to participate pro rata in the EUR 350 million buyback program for an aggregate buyback amount of EUR 63 million. As of October 15, 2026, it held 268,514,288 Common Shares, approximately 18.43% of 1,456,605,803 shares outstanding. Delaware redomiciliation remains subject to completion conditions and is expected on or about January 1, 2028.
Aegon Ltd. shareholders adopted amended and restated bye-laws on October 8, 2026, effective October 15, 2026, replacing the bye-laws adopted June 10, 2026. The bye-laws set authorized share capital at EUR 504,000,000, divided into 4,200,000,000 shares with a par value of EUR 0.12 each: 4,000,000,000 authorized common shares and 200,000,000 authorized preference shares.
Common shareholders receive one vote per share, while the Board may set the rights of preference-share series. Directors are divided into three classes until the conclusion of the 2030 annual general meeting, when the classification ends. The bye-laws also restrict business combinations with an Interested Shareholder for three years after the person becomes one, subject to specified exceptions.
Aegon Ltd. completed the repurchase of all outstanding Common Shares B held by its largest shareholder, Vereniging Aegon Americas, in exchange for common shares with equal voting rights on a 40-to-1 basis. Upon completion, the interim bye-laws approved at Aegon’s October 8, 2026 Extraordinary General Meeting became effective on October 15, 2026.
Aegon Ltd. completed a conversion of all outstanding Common Shares B held by its largest shareholder, Vereniging Aegon Americas, into common shares with equal voting rights on a 40-to-1 basis. The transaction terminated Vereniging Aegon Americas’ voting rights agreement and call option, and Aegon says its capital structure is now a single class of common stock.
Shareholders approved the redomiciliation at the October 8, 2026 extraordinary general meeting. Interim bye-laws aligning the company’s governance with U.S. practices took effect upon completion of the conversion. The redomiciliation is expected to become effective on or around January 1, 2028, after which the holding company will be renamed Transamerica Inc.
Aegon Ltd. presented a proposal at its October 8, 2026 extraordinary general meeting to continue as a Delaware corporation under the name Transamerica Inc. The presentation lists an October 15, 2026 repurchase of all Common Shares B held by Vereniging Aegon, in exchange for common shares with equal voting rights on a 40-for-1 basis, subject to and upon completion of the VA Split. Aegon aims for the redomiciliation and name change on January 1, 2028.
The proposed Omnibus Incentive Plan has a January 1, 2027 start date and requests 50 million shares, which Aegon anticipates will approximately cover at least three years of grants. A proposed amendment would reduce authorized share capital from EUR 720,000,000 to EUR 504,000,000, subject to completion of the VA Split. Transamerica’s 1H 2026 metrics were an operating result of USD 756 million (+10%), operating capital generation of USD 501 million (+35%) and gross remittances of USD 355 million (+18%).
Aegon Ltd. shareholders approved redomiciliation to Delaware, with the group to continue as Transamerica Inc.; completion is expected on or about January 1, 2028. The transition includes a New York City head office, U.S. tax residency and a Delaware legal seat. Common shares are to trade on both the New York Stock Exchange, as the primary listing, and Euronext. Aegon plans to report full-year 2027 results under U.S. GAAP.
The exchange of all outstanding common shares B held by Vereniging Aegon, the association, for common shares on a 40-to-1 basis is scheduled for October 15, 2026, subject to completion of the association split. The interim bylaws then take effect and provide for authorized share capital to fall from €720 million to €504 million, also subject to the split.
Shareholders also approved an omnibus incentive plan effective January 1, 2027. It reserves 50 million shares, equal to 2.8% of shares outstanding; management expects the pool to approximately cover at least three years of grants and the annual burn rate to stay below 1%. The plan replaces existing equity and executive long-term incentive programs, while prior awards remain subject to their existing terms. Protections include a fixed reserve with no evergreen provision and no option repricing without shareholder approval.
Aegon Ltd. shareholders approved the Redomiciliation and Omnibus Incentive Plan proposals at an extraordinary general meeting, giving Aegon a mandate to proceed with its redomiciliation to the US. Aegon expects to proceed on October 15, 2026, with the repurchase of all outstanding Common Shares B held by Vereniging Aegon in exchange for common shares with equal voting rights on a 40-to-1 basis. The interim bye-laws approved at the meeting will become effective upon completion. The changes form part of an agreement with Aegon’s largest shareholder, Vereniging Aegon, announced on May 28, 2026 and included in the shareholder circular published on August 26, 2026.
From that date, Vereniging Aegon will be renamed Vereniging Aegon Americas and will continue to hold approximately 18.4% of Aegon. Its charitable activities in the Netherlands will continue through the newly established Stichting Aegon Fonds Nederland. Aegon’s Capital Markets Day is scheduled for December 9, 2027, in New York City. Separately, Aegon expects to complete its previously announced sale of its UK insurance platform around the end of 2026.
AEGON LTD. director John F. McGarry acquired 61 Common Shares on September 24, 2026, as an award of dividend equivalent shares associated with his outstanding equity awards. His reported direct holdings after the award were 15,766 shares.
AEGON Ltd. director Jay Stuart Ralph acquired 61 common shares on September 24, 2026, as a dividend equivalent award associated with outstanding equity awards. The reported price was $0.00 per share. Direct common-share holdings following the transaction were 9,027.
AEGON LTD. director Leni Boeren acquired 51 common shares on September 24, 2026, as dividend equivalent shares associated with outstanding equity awards. Direct holdings after the award were 4,232 common shares.