Aegon (NYSE: AEG) models balance-sheet impact of Aegon UK sale

Rhea-AI Filing Summary

Aegon Ltd. has published unaudited pro forma financials showing the impact of its proposed sale of Aegon UK plc to Standard Life. The deal, announced April 15, 2026, would deliver GBP 750 million in cash and a 15.3% equity stake in Standard Life.

Based on the pro forma statement of financial position as of December 31, 2025, Aegon’s total assets would fall from EUR 317,233 million to EUR 192,709 million, mainly due to removing Aegon UK’s investments. Shareholders’ equity would increase by EUR 1,119 million to EUR 10,529 million, reflecting expected net consideration and derecognition of Aegon UK.

The pro forma income statements show how removing Aegon UK’s results would have affected past performance. For 2025, net result from continuing operations would decline from EUR 980 million to EUR 900 million, with similar reductions in 2024 and 2023. Aegon’s UK asset management activities remain within the group, and Aegon UK will be treated as held for sale and discontinued operations in 1H 2026 reporting. The transaction is expected to close around the end of 2026, subject to customary conditions and regulatory approvals.

Insights

Equity analyst

Aegon models a major UK divestment, shrinking balance sheet but boosting equity.

The transaction would remove Aegon UK’s large insurance and investment contract books, cutting total assets from EUR 317,233 million to EUR 192,709 million. In exchange, Aegon would receive GBP 750 million cash and Standard Life shares valued at EUR 1,529 million.

Pro forma 2025 net result from continuing operations falls from EUR 980 million to EUR 900 million, showing Aegon UK’s earnings contribution. However, shareholders’ equity rises by EUR 1,119 million, reflecting a valuation uplift versus Aegon UK’s carrying amount of EUR 1,234 million.

The deal would leave Aegon with a smaller, more capital-light profile focused on remaining operations, while retaining strategic exposure to the UK via a 15.3% stake in Standard Life and ongoing asset management activities. Actual impact will depend on regulatory approvals and final closing terms around the end of 2026.

Key Figures

Cash proceeds: GBP 750 million Standard Life share stake: 15.3% (181 million shares) Total consideration (EUR): EUR 2,389 million +5 more

8 metrics

Cash proceeds GBP 750 million Gross cash consideration from Standard Life for Aegon UK

Standard Life share stake 15.3% (181 million shares) Equity stake Aegon receives in Standard Life

Total consideration (EUR) EUR 2,389 million Combined cash and share value for Aegon UK sale

Total assets historical EUR 317,233 million Aegon total assets as of December 31, 2025 before sale

Total assets pro forma EUR 192,709 million Aegon total assets after removing Aegon UK

Equity increase EUR 1,119 million Change in shareholders’ equity from the transaction

Net result 2025 historical EUR 980 million Net result from continuing operations including Aegon UK

Net result 2025 pro forma EUR 900 million Net result from continuing operations excluding Aegon UK

Key Terms

unaudited pro forma consolidated financial information, discontinued operations, investment contract liabilities with discretionary participation features, investment contracts without discretionary participation features, +2 more

6 terms

unaudited pro forma consolidated financial information financial

"The unaudited pro forma consolidated financial information presented below illustrates the financial impact..."

discontinued operations financial

"Related result will be presented as results from discontinued operations."

Discontinued operations are parts of a company that it has decided to sell or shut down, and no longer plans to run in the future. This matters to investors because it helps them understand which parts of the business are ongoing and which are being phased out, providing a clearer picture of the company’s current performance and future prospects. Think of it like a store closing a department—it no longer contributes to sales or profits.

investment contract liabilities with discretionary participation features financial

"Investment contract liabilities with discretionary participation features... reflect the elimination of Aegon UK’s insurance contract liabilities..."

investment contracts without discretionary participation features financial

"Investment contracts without discretionary participation features... reflect the elimination of Aegon UK’s investment contract liabilities."

CSM release financial

"Insurance revenue mainly comprises expected insurance claims / expenses and CSM release..."

held for sale financial

"The assets and liabilities of Aegon UK will be classified... as held for sale."

An asset or a group of assets classified as 'held for sale' is one the company intends to sell rather than keep using, and management has committed to that plan with an active effort to find a buyer. Investors care because these items are removed from ongoing operating results and valued differently, offering a clearer view of the business’s continuing performance—think of it like marking a piece of furniture for the garage sale rather than counting it as part of your regular household setup.

Form 6-K: How Foreign Companies Report to the SEC →

Securities and Exchange Commission

Washington, D.C. 20549

Form 6-K

Report of Foreign Issuer

Pursuant to Rule 13a-16 or 15d/16

of the Securities Exchange Act of 1934

April 2026

Aegon Ltd.

Aegon Limited		Statutory seat		Principal place of business		Bermuda Registrar of Companies number: 202302830
An exempted company with liability		Canon’s Court		World Trade Center		(September 30, 2023)
limited by shares		22 Victoria Street		Schiphol Boulevard 223		Dutch Chamber of Commerce number: 27076669
		Hamilton HM 12		1118 BH Schiphol		Aegon Limited is a non-resident company under the Dutch
www.aegon.com		Bermuda		The Netherlands		Act Non Residential Companies

The Unaudited Pro Forma Consolidated Financial Information and notes thereto of Aegon Ltd. (the “Company”) herein are hereby incorporated by reference in the Company’s Registration Statements under the Securities Act of 1933, as amended, on Form F-3 (Registration No. 333-287291, 333-287291-01) and on Form S-8 (Registration Nos. 333-238186, 333-196156, 333-183176, 333-157843, and 333-150774).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

				Aegon Ltd.
				(Registrant)
Date: April 28, 2026				By		/s/ S. Knol
				S. Knol
				Director Financial Reporting & Operations

Unaudited pro forma consolidated financial information of Aegon Ltd. relating to the

proposed sale of the Aegon UK plc

As of December 31, 2025 and for the years ended December 31, 2025, 2024 and 2023

Introductory paragraph

The unaudited pro forma consolidated financial information presented below illustrates the financial impact on Aegon Ltd.’s (Aegon) consolidated statement of financial position as of December 31, 2025 and consolidated income statements for the years ended December 31, 2025, 2024 and 2023 of the proposed sale of Aegon UK plc (“Aegon UK”) containing the UK insurance and pensions operations to Standard Life Plc (“Standard Life”), a publicly traded company on the London stock exchange, that was announced on April 15, 2026. In connection with such sale, Aegon will receive GBP 750 million in gross cash proceeds and a 15.3% shareholding in Standard Life ordinary shares, with associated governance rights. Any remittances taken out of Aegon UK between the signing and closing of the transaction will be deducted from the GBP 750 million cash amount. Aegon’s asset management activities in the UK will remain part of Aegon’s global asset manager and will be an important asset management partner for the new combined business.

The transaction is expected to close around the end of 2026, subject to customary conditions, including regulatory approvals. The assets and liabilities of Aegon UK will be classified, for purposes of Aegon’s 1H 2026 consolidated financial statements, as held for sale. Related result will be presented as results from discontinued operations.

The unaudited pro forma consolidated financial information below complies with Article 11 of Regulation S-X and illustrates the impact of the proposed sale of Aegon UK on Aegon’s consolidated statement of financial position as of December 31, 2025 and Aegon’s consolidated income statements for the years ended December 31, 2025, 2024 and 2023. The unaudited pro forma consolidated statement of financial position has been prepared as if the sale had been consummated as of December 31, 2025. The unaudited pro forma consolidated income statements have been prepared as if the sale had been consummated as of January 1 of the respective years.

Historical financial information contains Aegon Ltd.’s audited consolidated financial information as presented in the Annual Report on Form 20-F 2025. The pro forma adjustments represent the financial impact of the proposed sale as described above. Pro forma adjustments are consistent with Aegon’s applicable financial reporting framework disclosed in the Annual Report 2025 on Form 20-F and with its accounting policies.

In each case, the pro forma data financial information is presented for illustrative purposes only and should not be relied upon as an indication of the financial condition or the operating results that would have been achieved if the Sale had taken place on the specified dates. In addition, future results may vary significantly from the results reflected in such pro forma financial information data and should not be relied on as an indication of future results.

Further information on the pro forma adjustments can be found in the notes to this unaudited pro forma financial information.

Unaudited pro forma Consolidated Income Statements of Aegon Ltd.

						For the year ended December 31, 2025												For the year ended December 31, 2024												For the year ended December 31, 2023
Amounts in EUR millions (except per share data)		Note				Historical				Pro forma adjustments				Pro forma financial information				Historical				Pro forma adjustments				Pro forma financial information				Historical				Pro forma adjustments				Pro forma financial information
Continuing operations
Insurance revenue							9,097				422				8,675				9,841				543				9,298				10,386				663				9,722
Insurance service expenses							(9,423)				(183)				(9,239)				(9,790)				(302)				(9,487)				(10,226)				(406)				(9,820)
Net income / (expenses) on reinsurance held							836				(1)				837				325				(28)				353				182				(61)				243
Insurance service result			1				511				238				272				376				213				163				342				197				145
Interest revenue on financial instruments calculated using the effective interest method							2,683				27				2,657				2,720				32				2,688				2,738				25				2,713
Interest income from instruments measured at FVPL							615				389				226				637				355				282				737				397				340
Other investment income							1,198				1,188				11				1,340				1,329				10				1,283				1,272				11
Results from financial transactions							15,632				6,965				8,667				11,593				4,196				7,398				12,302				3,992				8,310
Impairment (losses) / reversals							(46)				-				(46)				(190)				-				(190)				(86)				-				(86)
Insurance finance income / (expenses)							(20,227)				(8,645)				(11,582)				(16,506)				(5,945)				(10,561)				(17,650)				(5,737)				(11,913)
Net reinsurance finance income / (expenses) on reinsurance held							564				(4)				568				611				(19)				630				699				6				693
Interest expenses							(135)				-				(135)				(171)				-				(171)				(218)				-				(218)
Insurance net investment result			2				285				(81)				366				34				(53)				87				(196)				(45)				(151)
Interest revenue on financial instruments calculated using the effective interest method							636				37				600				605				44				562				599				33				566
Interest income from instruments measured at FVPL							217				129				88				186				108				78				89				89				-
Other investment income							825				821				5				729				721				8				550				546				4
Results from financial transactions							10,065				6,032				4,033				7,634				4,280				3,354				6,929				3,267				3,663
Impairment (losses) / reversals							(22)				-				(22)				(47)				-				(47)				(33)				-				(33)
Investment contract income / (expenses)							(11,372)				(6,994)				(4,378)				(8,781)				(5,130)				(3,651)				(7,851)				(3,896)				(3,955)
Interest expenses							(18)				1				(19)				(32)				(1)				(31)				(45)				(3)				(42)
Other net investment result			3				331				26				306				294				22				272				238				36				203
Interest charges							(178)				-				(178)				(190)				-				(190)				(182)				-				(182)
Financing net investment result							(178)				-				(178)				(190)				-				(190)				(182)				-				(182)
Total net investment result							438				(55)				493				139				(31)				169				(139)				(9)				(130)
Fees and commission income							2,390				311				2,079				2,378				283				2,096				2,163				214				1,949
Other operating expenses							(2,928)				(392)				(2,536)				(2,961)				(378)				(2,583)				(3,000)				(311)				(2,689)
Other income / (charges)							130				10				120				145				52				93				(57)				4				(61)
Other result							(408)				(70)				(337)				(438)				(44)				(394)				(894)				(93)				(801)
Result before share in profit / (loss) of joint ventures, associates and tax							541				113				428				77				139				(62)				(691)				95				(785)
Share in profit / (loss) of joint ventures							303				-				303				238				-				238				196				-				196
Share in profit / (loss) of associates							200				-				200				345				-				345				103				-				103
Result before tax from continuing operations							1,045				113				932				660				139				521				(391)				95				(486)
Income tax (expense) / benefit							(65)				(32)				(32)				16				(16)				32				209				(23)				232
Net result from continuing operations			4				980				81				900				676				123				553				(182)				72				(254)

		$				$				$				$				$				$
		2025								2024								2023
		Historical				Pro forma financial information				Historical				Pro forma financial information				Historical				Pro forma financial information
Basic earnings per common share (EUR per share)			0.59				0.54				0.37				0.30				(0.12)				(0.16)
Basic earnings per common share B (EUR per share)			0.01				0.01				0.01				0.01				-				-

Notes to the unaudited pro forma Consolidated income statement adjustments

1. Adjustments to ’Insurance service result’

Adjustments to Insurance service result reflect the elimination of the Insurance revenue and Insurance service expenses of Aegon UK. Insurance revenue mainly comprises expected insurance claims / expenses and CSM release; and Insurance service expenses mainly comprises the actual insurance claims / expenses.

2. Adjustments to ’Insurance net investment result’

Adjustments to Insurance net investment result reflect the elimination of the Insurance net investment result of Aegon UK. Insurance net investment result mainly comprises share dividends received by Aegon UK (Other investment income); fair value changes on Aegon UK’s investments (Results from financial transactions); and the Insurance finance expenses attributable to Aegon UK’s insurance contracts.

3. Adjustments to ’Other net investment result’

Adjustments to Other net investment result reflect the elimination of the other net investment result of Aegon UK. Other net investment result mainly comprises of fair value changes on Aegon UK’s investments related to investment contracts (Results from financial transactions); and the Investment contract expenses attributable to Aegon UK’s investment contracts portfolio.

4. Adjustments to ’Net result from continuing operations’

Adjustments to Net result from continuing operations reflect the elimination of Aegon UK’s net result and includes inter-segment results between continuing Aegon Group entities and Aegon UK which are expected to discontinue.

Unaudited pro forma Consolidated statement of financial position of Aegon Ltd.

						As of December 31, 2025
Amounts in EUR millions		Note				Historical				Pro forma adjustments				Pro forma financial information
Cash and cash equivalents			5				2,733				623				3,357
Investments			5				285,141				(123,599)				161,542
Derivative assets							485				(48)				438
Investments in joint ventures							1,566				-				1,566
Investments in associates							2,638				-				2,638
Reinsurance contract assets							17,153				(1)				17,152
Insurance contract assets							18				-				18
Defined benefit assets							95				(95)				-
Reimbursement rights							28				-				28
Deferred tax assets							1,894				(69)				1,826
Deferred expenses and rebates							452				(14)				438
Other assets and receivables			8				4,508				(1,190)				3,318
Intangible assets							519				(132)				387
Total assets							317,233				(124,525)				192,709
Shareholders’ equity			6				7,432				1,119				8,551
Other equity instruments							1,978				-				1,978
Issued capital and reserves attributable to owners of Aegon Ltd.							9,410				1,119				10,529
Non-controlling interests							85				-				85
Group equity							9,495				1,119				10,614
Subordinated borrowings							1,461				-				1,461
Trust pass-through securities							99				-				99
Reinsurance contract liabilities							195				(4)				191
Insurance contract liabilities			7				176,067				(44,705)				131,363
Investment contract liabilities with discretionary participation features			7				21,281				(21,269)				12
Investment contracts without discretionary participation features			7				97,814				(58,644)				39,170
Derivative liabilities							1,469				(184)				1,285
Borrowings							1,982				-				1,982
Provisions							97				(9)				88
Defined benefit liabilities							507				-				507
Deferred revenue liabilities							5				(5)				-
Deferred tax liabilities							13				(23)				(10)
Other liabilities			8				6,445				(731)				5,714
Accruals							303				(70)				233
Total liabilities							307,738				(125,644)				182,094
Total equity and liabilities							317,233				(124,525)				192,709

Notes to the unaudited pro forma Consolidated statement of financial position adjustments

5. Adjustments to ’Cash and cash equivalents’ and to ’Investments’

Adjustments to Cash and cash equivalents of EUR 623 million represent the cash consideration to be received from Standard Life at the closing of the transaction (EUR 859 million) which is partially offset by the elimination of Aegon UK’s cash amount (EUR 200 million) and an estimate of the cost to be incurred by Aegon to sell the Aegon UK business (EUR 36 million).

Adjustments to Investments of EUR 123,599 million reflect the elimination of Aegon UK’s investments (EUR 125,128 million) partially offset by the share consideration to be received from Standard Life at the closing of the transaction.

Proceeds		GBP millions				EUR millions
Cash			750				859
Shares			1,335				1,529
Total			2,085				2,389

For the purpose of these unaudited pro forma numbers the 181 million shares to be received is multiplied by the GBP 7.37 closing stock price of Standard Life’s shares at the London stock exchange on December 31, 2025. FX conversion rate used is 0.8727, the EUR/GBP closing rate on December 31, 2025.

6. Adjustments to ’Shareholders’ equity’

Adjustments to Shareholders’ equity of EUR 1,119 million reflect the receipt of the expected net consideration from the proposed transaction amounting to EUR 2,353 million offset by the derecognition of Aegon UK from Aegon’s consolidated statement of financial position for an amount of EUR 1,234 million.

7. Adjustments to ’Insurance contract liabilities’ and to ’Investment contract liabilities with / without discretionary participation features’

Adjustments to ’Insurance contract liabilities and to Investment contract liabilities with / without discretionary participation features reflect the elimination of Aegon UK’s insurance contract liabilities and investment contract liabilities. These liabilities mainly consist of Platform, Packaged and Annuities related contracts.

8. Adjustments to ’Other assets’ and to ’Other liabilities’

Adjustments to Other assets and to Other liabilities reflect the elimination of Aegon UK’s other assets and other liabilities.

FAQ

What transaction is Aegon (AEG) modeling in its April 2026 Form 6-K?

Aegon is modeling the proposed sale of Aegon UK plc, its UK insurance and pensions business, to Standard Life Plc. The unaudited pro forma financials show how Aegon’s results and balance sheet would change if the sale had occurred earlier, purely for illustrative purposes.

How much consideration will Aegon (AEG) receive for selling Aegon UK?

Aegon will receive GBP 750 million in gross cash proceeds and a 15.3% shareholding in Standard Life. The shares are valued at GBP 1,335 million, or EUR 1,529 million, based on December 31, 2025 prices and an EUR/GBP exchange rate of 0.8727.

How does the Aegon UK sale affect Aegon’s pro forma balance sheet?

On a pro forma basis as of December 31, 2025, Aegon’s total assets fall from EUR 317,233 million to EUR 192,709 million as Aegon UK’s assets are removed. Shareholders’ equity increases by EUR 1,119 million to EUR 10,529 million, reflecting expected net consideration and derecognition effects.

What is the impact of the Aegon UK sale on Aegon’s earnings?

For 2025, net result from continuing operations would decline from EUR 980 million historically to EUR 900 million on a pro forma basis. Similar reductions appear for 2024 and 2023, as Aegon UK’s earnings are eliminated and inter-segment results with Aegon UK are adjusted.

When is the Aegon UK sale to Standard Life expected to close?

The transaction is expected to close around the end of 2026, subject to customary conditions, including required regulatory approvals. Until closing, Aegon UK remains part of Aegon, but its assets and liabilities will be classified as held for sale and its results as discontinued operations in 1H 2026 reporting.

What parts of Aegon’s UK business remain after the Aegon UK sale?

Aegon’s UK asset management activities remain within Aegon’s global asset manager. These activities will serve as an important asset management partner for the new combined business with Standard Life, while the UK insurance and pensions operations are transferred to Standard Life.