Aegon Ltd has agreed a new framework with its largest shareholder, Vereniging Aegon, and outlined a US‑aligned governance structure linked to its planned redomiciliation to Delaware. The company proposes phasing out its staggered board so all directors stand for annual election by 2030, introducing majority voting in uncontested elections, and holding annual advisory say‑on‑pay votes.
Aegon plans to simplify its capital structure by eliminating Common Shares B and converting all outstanding Common Shares B on a 1:40 basis into a single class of common stock with equal voting rights, while authorizing a new class of preferred stock. Vereniging Aegon will be renamed Vereniging Aegon Americas and retain a pro forma 18.4% ownership position, and a new Dutch charitable entity, Stichting Aegon Fonds Nederland, will receive a EUR 500 million donation to continue and expand Dutch social initiatives.
The governance and shareholder‑relationship changes are tied to Aegon’s broader plan to move its legal seat, tax residency, accounting standards, and governance to the US, reflecting that Transamerica now represents approximately 70% of group operations. These steps, including the redomiciliation and bye‑law changes, remain conditional on shareholder approval at an extraordinary general meeting currently anticipated for Q4 2026 and on other specified conditions being met before deadlines that extend to December 2027.
Aegon Ltd. outlines a proposed governance framework linked to its planned redomiciliation and continuation as a Delaware corporation. Transamerica, its U.S. subsidiary, now represents approximately 70% of operations, so the move is intended to align headquarters, domicile, tax, accounting, and governance with its largest business.
The plan would simplify capital structure by eliminating Common Shares B and converting all outstanding Common Shares B into Common Shares on a 40-to-1 basis, leaving a single class with equal voting rights and authorizing a new class of preferred stock. Board elections would transition to annual terms, supermajority voting for shareholder-nominated directors and removals would be replaced with majority or plurality standards, and pre-emptive rights and some Dutch-style shareholder approvals would be removed in favor of Delaware law and NYSE rules.
Aegon expects to seek shareholder approval for the redomiciliation at an extraordinary general meeting contemplated for Q4 2026, after filing a Form F-4 registration statement including a Proxy Statement/Prospectus with the SEC and gathering investor input on the governance framework.
Aegon Ltd has appointed Jennifer Palmieri as Chief Human Resources Officer and member of the Executive Committee, effective June 29, 2026. She succeeds Holly Waters, who will retire as of June 1, 2026, creating a brief transition gap between the roles.
Palmieri brings more than 25 years of HR experience, including senior leadership positions at Westfield Insurance and Cigna. Aegon’s CEO highlights her role in supporting the planned transition of Aegon’s head office and legal seat to the United States and in strengthening leadership and employee engagement across the group.
Aegon Ltd. reports its 2025 financial condition under Bermuda group supervision, showing a net result of EUR 980 million, up from EUR 676 million, and an operating result of EUR 1,702 million versus EUR 1,485 million in 2024.
Insurance revenue was EUR 9,097 million compared with EUR 9,841 million. The Group Solvency Capital Requirement was EUR 6,464 million, with eligible own funds of EUR 11,901 million, resulting in a solvency ratio of 184%. Capital actions included EUR 550 million of share buybacks in 2025 and the sale of 12.5 million ASR Nederland shares for EUR 700 million, which added 13 percentage points to the group solvency ratio.
Aegon Ltd: Schedule 13G/A shows Dodge & Cox reports beneficial ownership of 71,437,784 shares, representing 4.5% of the class. The filing breaks the holdings into 20,881,275 Common Shares and 50,556,509 New York Registry Shares, and cites sole voting power over 68,967,172 shares.
AEGON LTD. director Caroline Frances Ramsay reported a routine tax-related share disposition. On May 7, 2026, 2,552 Common Shares were withheld at $8.3583 per share to cover tax obligations associated with equity compensation. After this non-market tax-withholding event, she continues to hold 10,677 Common Shares directly.
AEGON LTD. ownership disclosure by Norges Bank reports beneficial ownership of 74,127,181 shares of Common Stock, representing 4.7121% of the class. The filing shows sole voting power for 65,177,649 shares and shared dispositive power for 8,949,532 shares. The filing is certified by Norges Bank's compliance officer and dated 05/11/2026.
Aegon Ltd has released the final results of its cash tender offers for five series of subordinated notes. The company accepted all notes validly tendered, equal to a total notional amount of EUR 379,584,792 or USD 446,980,072, for an aggregate cash consideration of EUR 308,241,572 or USD 362,969,863.
The transaction covers perpetual capital securities in EUR and USD and three NLG-denominated perpetual cumulative subordinated bond series, with no pro rata scaling applied. Aegon expects the transaction to reduce its Group solvency ratio by 2 percentage points compared with the estimated 184% ratio as of December 31, 2025, and to generate an IFRS book gain of about EUR 0.1 billion in the first half of 2026. Settlement of the accepted notes is expected on May 11, 2026.
Aegon Ltd. has priced USD 500 million of senior unsecured notes carrying a fixed 5.625% coupon and a ten-year term, maturing on May 7, 2036. The notes will be issued by Aegon Funding Company LLC and guaranteed on a senior unsecured basis by Aegon Ltd.
Net proceeds are intended primarily to fund the repurchase of certain unregistered subordinated notes through a concurrent tender offer to eligible non-US holders outside the United States, with any remainder for general corporate purposes. Settlement is expected on May 7, 2026, and an application will be made to list the notes on the New York Stock Exchange.