Aegon sets 2026 vote on move to U.S. as Transamerica

Rhea-AI Filing Summary

AEGON LTD. (AEG) plans to redomicile from Bermuda to Delaware, seeking shareholder approval at an October 8, 2026 extraordinary general meeting to become a U.S. corporation named Transamerica Inc. with headquarters in New York. The move is intended to align legal domicile, tax residency, accounting standard and regulation with its primarily U.S.-based life insurance and retirement business and to make the NYSE its primary listing. Governance changes include declassifying the board so all directors stand for annual election by 2030, converting to a single class of common stock with equal voting rights, and eliminating Vereniging Aegon’s special cause voting as its Common Shares B convert at 40:1 to reflect its roughly 18% economic interest. A separate proposal seeks approval of an Omnibus Incentive Plan authorizing 50 million shares, about 2.8% of shares outstanding, to provide at least three years of U.S.-style, performance-based equity awards.

Key Figures

Omnibus Incentive Plan share reserve: 50,000,000 shares Plan size as percentage of shares outstanding: 2.8% Bond issuance: $500 million +5 more

8 metrics

Omnibus Incentive Plan share reserve 50,000,000 shares Requested to cover at least three years of equity grants, representing 2.8% of all shares outstanding

Plan size as percentage of shares outstanding 2.8% Requested Omnibus Incentive Plan share pool relative to total shares outstanding

Bond issuance $500 million Bond issued in April 2026 to establish a U.S. dollar yield curve ahead of redomiciliation

Vereniging Aegon economic interest 18% Approximate share of issued share capital represented by VA before conversion of Common Shares B

Common Shares B conversion ratio 40:1 VA’s Common Shares B will convert into common stock at 40-to-1 to align with its economic interest

Investor engagement coverage 28.5% of issued share capital Investors representing 28.5% of issued share capital engaged during governance review

Transamerica share of operations 80% Transamerica represents approximately 80% of Aegon’s operations highlighted in the redomiciliation rationale

Expected burn rate under Omnibus Plan <1% per year Expected average annual burn rate, compared with a 2.5% ISS benchmark for comparable companies

Key Terms

redomiciliation, Omnibus Incentive Plan, majority voting, double-trigger vesting, +2 more

6 terms

redomiciliation regulatory

"shareholders are being asked to approve the redomiciliation , a key step"

Redomiciliation is when a company legally changes its country of incorporation while keeping the same business and assets, like moving a house to a new neighborhood but keeping the same furniture. Investors care because the company then follows a different set of laws and tax rules, which can change shareholder rights, reporting standards, dividend treatment and the ease of trading the stock, potentially affecting risk and return.

Omnibus Incentive Plan financial

"Overview of the Omnibus Incentive Plan Transitioning to a single U.S.-style"

An omnibus incentive plan is a single, flexible program a company uses to give employees and executives different types of pay tied to performance — for example stock options, restricted shares, cash bonuses and other awards — all governed by one set of rules. It matters to investors because it determines how many new shares may be created, how leaders are motivated and how much the company will spend on compensation over time; think of it as a master toolbox that affects both costs and the total share supply.

majority voting regulatory

"adoption of majority voting in uncontested"

Majority voting is a rule for corporate elections that requires a candidate to receive more than half of the votes cast to win a board seat or for a proposal to pass. Think of it like choosing a class representative: the winner must get a clear majority rather than just the largest share. It matters to investors because it strengthens shareholder influence over board composition and accountability, affecting management decisions and long-term company value.

double-trigger vesting financial

"No liberal change-in-control definition; double-trigger vesting required"

Double-trigger vesting is a rule for employee stock options or restricted shares that requires two events before the employee fully owns them: usually a passage of time (or continued work) and a second event such as the company being sold or the employee being let go after that sale. It matters to investors because it affects how much equity stays with key employees after a merger or acquisition, which can influence management stability, integration risk, and the ultimate value or dilution of shares — like needing two separate keys to open an important lock.

clawback policy financial

"Clawback policy applies to all award types"

A clawback policy is a company rule that lets the firm take back pay, bonuses or stock awards from current or former executives if results are later found to be incorrect, misconduct occurred, or targets were missed. It matters to investors because it helps protect the value of their holdings by discouraging risky or fraudulent behavior and ensuring executive rewards reflect real, verified performance—think of it as a return policy for executive pay.

U.S. GAAP financial

"Began U.S. GAAP implementation and on track; dry runs start in 2H 2026"

U.S. GAAP is a set of rules and standards that companies in the United States follow to prepare their financial reports. It helps ensure that financial information is consistent and clear, so investors and others can compare and understand a company's financial health easily.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is AEG (AEGON LTD.) asking shareholders to approve at the October 8, 2026 meeting?

Shareholders are asked to approve the redomiciliation to Delaware, including a name change to Transamerica Inc., governance and capital-structure changes, and a separate Omnibus Incentive Plan authorizing 50 million shares for equity-based compensation.

How will AEG’s governance and capital structure change after the redomiciliation?

Aegon proposes board declassification with annual elections by 2030, a single class of common stock with equal voting rights, authorization of preferred stock, and elimination of Vereniging Aegon’s special voting rights as its Common Shares B convert at 40:1.

What are the key terms of AEG’s proposed Omnibus Incentive Plan?

The plan requests 50 million shares, about 2.8% of shares outstanding, intended to cover at least three years of grants. It emphasizes performance-based awards, multi-year vesting, no liberal change-in-control, no repricing without approval, and a clawback policy.

Why is AEG redomiciling to the U.S. and renaming to Transamerica Inc.?

The company states the redomiciliation will align domicile, tax, accounting and regulation with its largely U.S.-focused operations, sharpen focus on the U.S. life and retirement market, emphasize growth of Transamerica, and improve access to U.S. capital markets and M&A opportunities.

What role does Vereniging Aegon (VA) play in the proposed changes at AEG?

Vereniging Aegon, holding about 18% of issued share capital, agreed a U.S.-aligned governance framework. Its Common Shares B will convert into common stock at 40:1, and its special cause voting construct will be terminated under the new structure.

When is the voting deadline for AEG shareholders on the redomiciliation proposals?

The voting deadline is October 1, 2026, ahead of the virtual extraordinary general meeting on October 8, 2026 at 10:00 EDT / 16:00 CEST, where shareholders will consider the redomiciliation and Omnibus Incentive Plan proposals.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/18/2026 - 11:38 AM Accepted by SEC EDGAR 09/18/2026 - 11:37 AM Learn about SEC filing dates

Filed by Aegon Ltd.

Pursuant to Rule 425 under the Securities Act of 1933

Subject Company:

Aegon Ltd.

Commission File No. : 001-10882

Redomiciliationto the U.S. Shareholder Meeting October 8, 2026

Key messages At the Special Meeting (EGM), shareholders are being asked to approve the redomiciliation , a key step in our journey to become a leading U.S. life insurance and retirement group Redomiciliation ▪ We are requesting approval to move from Bermuda to Delaware to simplify Aegon’s corporate structure by aligning its legal domicile, tax residency, accounting standard and regulatory framework with the geography where we conduct the majority of our business ▪ In connection with the redomiciliation , we will: • Change our name from Aegon Ltd. to Transamerica Inc. and move our headquarters to New York • Implement certain governance changes that align with U.S. market practice and investor expectations • Terminate the Special Cause Voting construct with Vereniging Aegon (VA) and move to a single class of common stock Omnibus Incentive Plan ▪ We are requesting approval of a new incentive plan to enable Aegon to attract, retain and motivate individuals who make important contributions to its long -term performance and shareholder value through equity ownership and opportunities ▪ The plan incorporates U.S. market practice and investor expectations, and reinforces our pay -for- performance philosophy, including long -term vesting and a significant performance -based component for executive awards 2 2

�� Redomiciliation As announced at our Capital Markets Day in December 2025, the redomiciliation supports our ambition to become a leading U.S. life insurance and retirement group, shaping the future of our company. The redomiciliation will allow us to: ▪ Sharpen focus on the large and growing U.S. market for life insurance and retirement solutions 1 ▪ Emphasize growth of Transamerica, which represents ~80% of operations Aegon is ▪ Have greater access to U.S. capital markets and M&A opportunities redomiciling ▪ Bring senior leadership and holding company operations closer to our largest market to the U.S. Key actions taken to prepare for the redomiciliation : ▪ Announced sale of Aegon UK to Standard Life, expected close around the end of 2026 ▪ Issued a $500 million bond establishing a U.S. dollar yield curve in April 2026 ▪ Reached agreement with VA and proposed U.S. -aligned governance framework ▪ Began U.S. GAAP implementation and on track; dry runs start in 2H 2026 1. Following the completion of the sale of Aegon UK to Standard Life, which is expected to close around the end of 2026. 3

�� Redomiciliation A Board -led process grounded in Shareholder engagement, with a path to competition by January 2028 Board Governance Review Shareholder Engagement Following Shareholder Concluded May 2026 with VA Approval From Capital Markets Day to Agreement From October 2026 to early 2028 Present ▪ Board-led independent ▪ Engaged with investors ▪ Interim Bye-Laws become 1 review grounded in clear representing 28.5% of ISC , effective, providing U.S.- 2 design principles. Announced proxy advisors and investor aligned rights ; Delaware proposed redomiciliation at representation bodies charter and bylaws take the December 2025 Capital effect upon redomiciliation Path to the ▪ Board also engaged with VA, Markets Day which represents ~18% of ▪ Head office relocating to New ▪ The Nomination & ISC, to align on go-forward York, with gradual transition redomiciliation Governance Committee, with voting rights and governance of relevant employees full Board involvement, framework ▪ Reincorporation and name developed a governance ▪ Board Chair and Nomination change to Transamerica framework matching U.S. & Governance Chair effective January 2028 peer best practices, removing participated in a majority of ▪ Reporting transitions, with Dutch legacy provisions and investor engagements first U.S. GAAP reporting positioning Aegon as a ▪ Incorporated shareholder FY27 in early 2028 trusted U.S. market feedback into the Board’s participant ▪ NYSE becomes primary decision-making process, listing; Euronext Amsterdam ▪ Governance framework as including on the final listing maintained part of an agreement reached governance framework with VA 1. Issued share capital. 2. Bermuda law permits shareholder-approved interim governance changes to take effect during the Interim period, providing investors with U.S.-aligned rights ahead of the completion 4 4 of the redomiciliation.

�� Redomiciliation Governance profile as a U.S. company Proposed governance framework reflects U.S. market standards and investor expectations In connection with the redomiciliation , Aegon has proposed a revised governance framework, in agreement with VA, that will align Aegon’s governance practices with U.S. standards. Key changes include: ▪ Board Declassification: Phased transition to annual director elections starting in 2028 with all directors standing for election annually by 2030 ▪ Capital Structure: Conversion to a single class of common stock with equal voting rights; VA’s Common Shares B will convert at 40:1 to align with its economic interest (currently ~18%) and its special voting rights will be eliminated ▪ Preferred Stock: Authorization of preferred stock, as is customary for U.S. listed companies ▪ Director Elections: Elimination of the current two -thirds voting requirement for contested director elections, adoption of majority voting in uncontested Shortly after the EGM, Aegon will amend its bye -laws to substantially align its governance and capital structure with the Delaware framework until the redomiciliation is completed 5

�� Omnibus Incentive Plan Overview of the Omnibus Incentive Plan Transitioning to a single U.S. -style equity compensation framework, which consolidates Aegon’s existing equity and executive long -term incentive programs The Omnibus Incentive Plan is critical to Aegon’s ability to attract, retain and motivate individuals who make important contributions to its long -term performance and shareholder value through equity ownership and opportunities. The proposed plan positions Aegon to: Align Pay with Performance Attract and Retain U.S. Talent Reflect Market Standards Deliver a meaningful portion of executive Grant U.S. -style equity compensation during Align award types, plan features, compensation through equity awards tied and beyond the redomiciliation transition, vesting terms and governance to long -term shareholder value creation supporting retention of current employees provisions with U.S. peer practices, and multi -year performance conditions, and recruitment of senior talent as Aegon institutional investor expectations and reinforcing Aegon's pay -for -performance executes on its strategy to become a leading the U.S. market philosophy U.S. life insurance and retirement group 6

�� Omnibus Incentive Plan Omnibus Incentive Plan Terms & Features Requesting issuance of 50 million shares to cover at least three years of grants, with plan features that align with U.S. market standards and long -term value creation Plan Features Plan Overview ▪ No liberal change -in-control definition; double -trigger vesting required ▪ Aegon is requesting the issuance of ▪ No liberal share recycling 50 million shares, representing 2.8% of Shareholder all shares outstanding ▪ No repricing or cash buyouts of underwater options without Protections shareholder approval ▪ The share request is intended to cover ▪ No option reload feature at least three years of grants including ▪ No excise tax gross -ups annual and new hire awards ▪ One -year minimum vesting requirement, subject to limited exceptions, with the majority of awards structured to vest over ▪ The plan supports a full range of award Alignment with the longer -term types – continued PSUs for executive Long -Term leadership, RSUs for broader grants ▪ No dividends or dividend equivalents paid on unvested equity Value Creation and time -based equity for non - ▪ Performance -based awards with a three -year vesting period employee director retainers continue to comprise the main form of executive grants ▪ Individual grant limits and no stock options for non -employee ▪ Expected average burn rate of <1%; directors lower than U.S. insurance peer average Guardrails 1 of 2.5% ▪ Clawback policy applies to all award types ▪ Fixed share reserve with no evergreen provision 7 1. Based on the ISS burn rate benchmark for Non -Russell 3000 companies in GICS 4030.

▪ S h a r e h o l d e r M e e t i n g t o b e h e l d v i r t u a l l y o n T h u r s d a y , O c t o b e r 8 , 2 0 2 6 a t 1 0 : 0 0 E D T / 1 6 : 0 0 C E We request your support at the Special Meeting S T (EGM) ▪ V o Shareholder approval of the proposals is necessary to complete Aegon’s t redomiciliation to the U.S. and position Aegon to compete as a leading U.S. insurer. i The Board believes the proposals will contribute to the Company's long -term strategy and position it for n future success, including updating the company’s governance framework, simplifying the capital structure g and aligning equity compensation with U.S. market practice d e Board recommends voting FOR each of the Key Dates and Meeting Logistics a proposals d ▪ Shareholder Meeting to be held virtually l on Thursday, October 8, 2026 at 10:00 1. Redomiciliation Proposal, to approve the i EDT / 16:00 CEST Redomiciliation to Delaware and continuation as n ▪ Voting deadline: October 1, 2026 Transamerica Inc., including the Interim Bye -Laws e ▪ Meeting materials, voting instructions and Delaware Certificate of Incorporation and Bylaws and share conversion to eliminate the and livestream available at : Common Shares B currently held by VA www.aegon.com/EGM O 2. Omnibus Incentive Plan Proposal, to approve a c new U.S.-aligned incentive plan, replacing existing t plans for future awards o b 8 8 e r 1 , 2 0 2 6 ▪ M e e t i n g m a t e r i a l s , v o t i n g i n s t r u c t i o n s a n d l i v e s t r e a m a v a i l a b l e a t w w w . a e g o n . c o m / E G M

Disclaimer This Important Information for Investors and Securityholders SEC on March 26, 2026. This document is available free of charge as described from the SEC’s website at www.sec.gov. This communication is not intended to and does not constitute an offer to sell, buy or exchange or the solicitation of an offer to sell, buy or exchange any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, purchase, or exchange of securities or solicitation of any Forward -looking statements vote or approval in any jurisdiction in contravention of applicable law. In connection with the proposed corporate reorganization that includes, among other things, the domestication and continuation of This communication contains certain forward looking statements with respect to the financial Aegon as a Delaware corporation (the “ Redomiciliation ”). Aegon has filed a registration statement on a condition, results of operations and business of Aegon, and certain of its plans and objectives with Form F-4, which includes a U.S. Shareholder Circular (the “Proxy Statement/Prospectus”), with the U.S. respect to these items, and in particular with respect to the change of legal domicile. By their nature, Securities and Exchange Commission (the “SEC”). Aegon has shared the definitive Proxy forward looking statements involve risk and uncertainty, because they relate to future events and Statement/Prospectus to its shareholders in connection with the proposed Redomiciliation ahead of circumstances, and there are many factors that could cause actual results and developments to calling an extraordinary general meeting of shareholders contemplated on October 8, differ materially from those expressed or implied by forward looking statements, including, without 2026. INVESTORS AND SECURITYHOLDERS OF AEGON ARE URGED TO READ THE PROXY limitation, ( i) the proposed Redomiciliation may not be completed in a timely manner or at all; (ii) the STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH failure to realize the anticipated benefits of the proposed Redomiciliation ; (iii) the possibility that any or THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT all of the various conditions to the consummation of the proposed Redomiciliation may not be INFORMATION ABOUT AEGON, ITS PROPOSED REDOMICILIATION AND satisfied or waived; (iv) the effect of the pendency of the proposed Redomiciliation on our ability to RELATED MATTERS. Investors and securityholders will be able to obtain free copies of the definitive retain and hire key personnel, or its operating results and business generally and (v) the effects of the Proxy Statement/Prospectus (when available) and other documents filed with the SEC by Aegon proposed Redomiciliation on trading, liquidity and the price of Aegon’s securities and other important through the website maintained by the SEC at www.sec.gov (http://www.sec.gov/). In addition, investors factors described in the section titled “Risk Factors” in Aegon’s 2025 Annual Report on Form 20 F, the and securityholders will be able to obtain free copies of the documents filed with the SEC on Aegon’s Shareholder Circular that forms part of Aegon’s Registration Statement on Form F -4 and subsequent website at www.aegon.com/redomiciliation (http://www.aegon.com/redomiciliation)or by contacting filings with the SEC for more details. Aegon disclaims any obligation to update or revise any forward - Aegon’s Investor Relations, World Trade Center, Schiphol Boulevard 223,1118 BH Schiphol, The looking statements contained in these documents, other than to the extent required by applicable law. Netherlands, Tel: + 3120 -259 -2500. E -mail:ir@aegon.com Participants in the Solicitation Aegon, its directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from Aegon’s securityholders in respect of the proposed transactions under the rules of the SEC. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of Aegon’s securityholders. in connection with the proposed Redomiciliation , including a description of their respective direct or indirect interests, by security holdings or otherwise, is included in the Proxy Statement/Prospectus described above. Additional information regarding Aegon’s directors and executive officers regarding the interests of such potential participants is also included in Aegon’s 20 -F, which was filed with the 9

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