UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of December 2025
Commission File Number: 001-10882
Aegon Ltd
(Translation of registrant's name into English)
| | | | | | | |
Aegon Limited
An exempted company with liability
limited by shares
www.aegon.com | | Statutory seat
Canon’s Court
22 Victoria Street
Hamilton HM 12
Bermuda | | Principle place of business
World Trade Center
Schiphol Boulevard 223
1118 BH Schiphol
The Netherlands | | Bermuda Registrar of
Companies number: 202302830
(September 30, 2023)
Dutch Chamber of Commerce
number: 27076669
Aegon Limited is a
non-resident company under
the Dutch Act Non Residential
Companies |
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [ X ] Form 40-F [ ]
SIGNATURES
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: December 16, 2025 | | /s/ J.O. van Klinken |
| | | J.O. van Klinken |
| | | Executive Vice President and General Counsel |
| | | |
EUR 400 million share buyback completed
Schiphol, December 16, 2025 - Aegon announces today the successful completion of its share buyback
program, which initially began on July 1, 2025, as a EUR 200 million initiative and was later expanded, on August 25, 2025, by an additional
EUR 200 million, bringing the total to EUR 400 million.
Between
July 1, 2025, and December 15, 2025, 61,197,437 common shares were repurchased for a total
amount of EUR 400 million at an average price of EUR 6.4772 per share. Aegon will cancel
the repurchased shares in December 2025.
For
further details, visit our share buyback updates page at aegon.com.
Contacts
| Media
relations | Investor
relations |
| Richard
Mackillican | Yves
Cormier |
| +31(0)
62 741 1546 | +44
(0) 782 337 1511 |
| richard.mackillican@aegon.com | yves.cormier@aegon.com |
| | |
About
Aegon
Aegon is an international financial services holding company. Aegon’s
ambition is to build leading businesses that offer their customers investment, protection,
and retirement solutions. Aegon’s portfolio of businesses includes fully owned businesses
in the United States and United Kingdom, and a global asset manager. Aegon also creates value
by combining its international expertise with strong local partners via insurance joint-ventures
in Spain & Portugal, China, and Brazil, and via asset management partnerships in France
and China. In addition, Aegon owns a Bermuda-based life insurer and generates value via a
strategic shareholding in a market leading Dutch insurance and pensions company.
Aegon’s
purpose of helping people live their best lives runs through all its activities. As a leading
global investor and employer, Aegon seeks to have a positive impact by addressing critical
environmental and societal issues. Aegon is headquartered in Schiphol, the Netherlands, domiciled
in Bermuda, and listed on Euronext Amsterdam and the New York Stock Exchange. More information
can be found at aegon.com.
Forward-looking
statements
The statements contained in this document that are not historical facts
are forward-looking statements as defined in the US Private Securities Litigation Reform
Act of 1995. The following are words that identify such forward-looking statements: aim,
believe, estimate, target, intend, may, expect, anticipate, predict, project, counting on,
plan, continue, want, forecast, goal, should, would, could, is confident, will, and similar
expressions as they relate to Aegon. These statements may contain information about financial
prospects, economic conditions and trends and involve risks and uncertainties. In addition,
any statements that refer to sustainability, environmental and social targets, commitments,
goals, efforts and expectations and other events or circumstances that are partially dependent
on future events are forward-looking statements. These statements are not guarantees of future
performance and involve risks, uncertainties and assumptions that are difficult to predict.
Aegon undertakes no obligation, and expressly disclaims any duty, to publicly update or revise
any forward-looking statements. Readers are cautioned not to place undue reliance on these
forward-looking statements, which merely reflect company expectations at the time of writing.
Actual results may differ materially and adversely from expectations conveyed in forward-looking
statements due to changes caused by various risks and uncertainties. Such risks and uncertainties
include but are not limited to the following:
- Changes
in general economic and/or governmental conditions, particularly in Bermuda, the United States,
the United Kingdom and in relation to Aegon’s shareholding in ASR Nederland N.V. and
asset management business, the Netherlands;
- Civil
unrest, (geo-) political tensions, military action or other instability in countries or geographic
regions that affect our operations or that affect global markets;
- Changes
in the performance of financial markets, including emerging markets, such as with regard
to:
- The
frequency and severity of defaults by issuers in Aegon’s fixed income investment portfolios;
- The
effects of corporate bankruptcies and/or accounting restatements on the financial markets
and the resulting decline in the value of equity and debt securities Aegon holds;
- The
effects of declining creditworthiness of certain public sector securities and the resulting
decline in the value of government exposure that Aegon holds;
- The
impact from volatility in credit, equity, and interest rates;
Changes
in the performance of Aegon’s investment portfolio and decline in ratings of Aegon’s
counterparties;The
effect of tariffs and potential trade wars on trading markets and on economic growth, globally
and in the markets where Aegon operates.Lowering
of one or more of Aegon’s debt ratings issued by recognized rating organizations and
the adverse impact such action may have on Aegon’s ability to raise capital and on
its liquidity and financial condition;Lowering
of one or more of insurer financial strength ratings of Aegon’s insurance subsidiaries
and the adverse impact such action may have on the written premium, policy retention, profitability
and liquidity of its insurance subsidiaries;The
effect of applicable Bermuda solvency requirements, the European Union’s Solvency II
requirements, and applicable equivalent solvency requirements and other regulations in other
jurisdictions affecting the capital Aegon is required to maintain and our ability to pay
dividends;Changes
in the European Commission’s or European regulator’s position on the equivalence
of the supervisory regime for insurance and reinsurance undertakings in force in Bermuda;Changes
affecting interest rate levels and low or rapidly changing interest rate levels;Changes
affecting currency exchange rates, in particular the EUR/USD and EUR/GBP exchange rates;The
effects of global inflation, or inflation in the markets where Aegon operates;Changes
in the availability of, and costs associated with, liquidity sources such as bank and capital
markets funding, as well as conditions in the credit markets in general such as changes in
borrower and counterparty creditworthiness;Increasing
levels of competition, particularly in the United States, the United Kingdom, emerging markets
and in relation to Aegon’s shareholding in ASR Nederland N.V. and asset management
business, the Netherlands;Catastrophic
events, either manmade or by nature, including by way of example acts of God, acts of terrorism,
acts of war and pandemics, could result in material losses and significantly interrupt Aegon’s
business;The
frequency and severity of insured loss events;Changes
affecting longevity, mortality, morbidity, persistence and other factors that may impact
the profitability of Aegon’s insurance products and management of derivatives;Aegon’s
projected results are highly sensitive to complex mathematical models of financial markets,
mortality, longevity, and other dynamic systems subject to shocks and unpredictable volatility.
Should assumptions to these models later prove incorrect, or should errors in those models
escape the controls in place to detect them, future performance will vary from projected
results;Reinsurers
to whom Aegon has ceded significant underwriting risks may fail to meet their obligations;Changes
in customer behavior and public opinion in general related to, among other things, the type
of products Aegon sells, including legal, regulatory or commercial necessity to meet changing
customer expectations;Customer
responsiveness to both new products and distribution channels;Third-party
information used by us may prove to be inaccurate and change over time as methodologies and
data availability and quality continue to evolve impacting our results and disclosures;As
Aegon’s operations support complex transactions and are highly dependent on the proper
functioning of information technology, operational risks such as system disruptions or failures,
security or data privacy breaches, cyberattacks, human error, failure to safeguard personally
identifiable information, changes in operational practices or inadequate controls including
with respect to third parties with which Aegon does business, may disrupt Aegon’s business,
damage its reputation and adversely affect its results of operations, financial condition
and cash flows;Aegon’s
failure to swiftly, effectively, and securely adapt and integrate emerging technologies;The
impact of acquisitions and divestitures, restructurings, product withdrawals and other unusual
items, including Aegon’s ability to complete, or obtain regulatory approval for, acquisitions
and divestitures, integrate acquisitions, and realize anticipated results from such transactions,
and its ability to separate businesses as part of divestitures. In particular, there is no
certainty or guarantee what the manner, timing, and potential impacts of a relocation of
the company’s legal domicile and head office to the United States would be and if such
relocation can be completed successfully.Aegon’s
failure to achieve anticipated levels of earnings or operational efficiencies, as well as
other management initiatives related to cost savings, Cash Capital at Holding, gross financial
leverage and free cash flow;Changes
in the policies of central banks and/or governments;Litigation
or regulatory action that could require Aegon to pay significant damages or change the way
Aegon does business;Competitive,
legal, regulatory, or tax changes that affect profitability, the distribution cost of or
demand for Aegon’s products;Consequences
of an actual or potential break-up of the European Monetary Union in whole or in part, or
further consequences of the exit of the United Kingdom from the European Union and potential
consequences if other European Union countries leave the European Union;Changes
in laws and regulations, or the interpretation thereof by regulators and courts, including
as a result of comprehensive reform or shifts away from multilateral approaches to regulation
of global or national operations, particularly regarding those laws and regulations related
to ESG matters, those affecting Aegon’s operations’ ability to hire and retain
key personnel, taxation of Aegon companies, the products Aegon sells, the attractiveness
of certain products to its consumers and Aegon’s intellectual property;Regulatory
changes relating to the pensions, investment, insurance industries and enforcing adjustments
in the jurisdictions in which Aegon operates;Standard
setting initiatives of supranational standard setting bodies such as the Financial Stability
Board and the International Association of Insurance Supervisors or changes to such standards
that may have an impact on regional (such as EU), national (such as Bermuda) or US federal
or state level financial regulation or the application thereof to Aegon;Changes
in accounting regulations and policies or a change by Aegon in applying such regulations
and policies, voluntarily or otherwise, which may affect Aegon’s reported results,
shareholders’ equity or regulatory capital adequacy levels;The
rapidly changing landscape for ESG responsibilities, leading to potential challenges by private
parties and governmental authorities, and/or changes in ESG standards and requirements, including
assumptions, methodology and materiality, or a change by Aegon in applying such standards
and requirements, voluntarily or otherwise, may affect Aegon’s ability to meet evolving
standards and requirements, or Aegon’s ability to meet its sustainability and ESG-related
goals, or related public expectations, which may also negatively affect Aegon’s reputation
or the reputation of its board of directors or its management;Unexpected
delays, difficulties, and expenses in executing against Aegon’s environmental, climate,
or other ESG targets, goals and commitments, and changes in laws or regulations affecting
us, such as changes in data privacy, environmental, health and safety laws; andReliance
on third-party information in certain of Aegon’s disclosures, which may change over
time as methodologies and data availability and quality continue to evolve. These factors,
as well as any inaccuracies in third-party information used by Aegon, including in estimates
or assumptions, may cause results to differ materially and adversely from statements, estimates,
and beliefs made by Aegon or third parties. Moreover, Aegon’s disclosures based on
any standards may change due to revisions in framework requirements, availability of information,
changes in its business or applicable governmental policies, or other factors, some of which
may be beyond Aegon’s control. Additionally, Aegon's discussion of various ESG and
other sustainability issues in this document or in other locations, including on our corporate
website, may be informed by the interests of various stakeholders, as well as various ESG
standards, frameworks, and regulations (including for the measurement and assessment of underlying
data). As such, our disclosures on such issues, including climate-related disclosures, may
include information that is not necessarily "material" under US securities laws for SEC reporting
purposes, even if we use words such as "material" or "materiality" in relation to those statements.
ESG expectations continue to evolve, often quickly, including for matters outside of our
control; our disclosures are inherently dependent on the methodology (including any related
assumptions or estimates) and data used, and there can be no guarantee that such disclosures
will necessarily reflect or be consistent with the preferred practices or interpretations
of particular stakeholders, either currently or in future.
This
document contains information that qualifies, or may qualify, as inside information within
the meaning of Article 7(1) of the EU Market Abuse Regulation (596/2014). Further details
of potential risks and uncertainties affecting Aegon are described in its filings with the
Netherlands Authority for the Financial Markets and the US Securities and Exchange Commission,
including the 2024 Integrated Annual Report. These forward-looking statements speak only
as of the date of this document. Except as required by any applicable law or regulation,
Aegon expressly disclaims any obligation or undertaking to release publicly any updates or
revisions to any forward-looking statements contained herein to reflect any change in Aegon’s
expectations with regard thereto or any change in events, conditions or circumstances on
which any such statement is based.
- 20251216_PR_EUR 400 million share buyback completed (https://ml-eu.globenewswire.com/Resource/Download/d3452192-2579-4ddb-b39a-f0084eb25db1)
