STOCK TITAN

Aegon (NYSE: AEG) wins largest holder’s backing for Bermuda move

(Neutral)
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Aegon Ltd. (AEG) reports that on August 25, 2026 it entered into a voting undertaking agreement with Vereniging Aegon, its largest shareholder holding approximately 18.4% of currently exercisable voting rights. The agreement relates to Aegon’s intended cross-border continuation (redomiciliation) from Bermuda to Delaware.

Under the Voting Undertaking, Vereniging Aegon has agreed to vote in favor of the Redomiciliation and the adoption of the Aegon Ltd. 2027 Omnibus Incentive Plan at a special general meeting of shareholders expected on October 8, 2026. Aegon also plans to file a Form F-4 registration statement including a Proxy Statement/Prospectus for shareholders regarding the proposed Redomiciliation.

Positive

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Negative

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Filing Explained

The communication does not itself offer securities or solicit a vote; it describes the Form F-4 and Proxy Statement/Prospectus as planned, so the proposed continuation remains before the shareholder vote.

Vereniging Aegon voting rights 18.4% of total shareholders’ voting rights currently exercisable Described as Aegon’s largest shareholder in the Voting Undertaking
Voting Undertaking date August 25, 2026 Date Aegon Ltd. and Vereniging Aegon entered into the Voting Undertaking
Special general meeting date October 8, 2026 Expected date of Aegon’s special general meeting of shareholders
Form type for Redomiciliation Form F-4 registration statement Registration statement to include the Proxy Statement/Prospectus for the Redomiciliation
Voting Undertaking regulatory
"On August 25, 2026, Aegon Ltd. entered into a voting undertaking agreement"
Redomiciliation regulatory
"in connection with Aegon’s intended change in jurisdiction through a cross-border continuation"
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.
cross-border continuation regulatory
"intended change in jurisdiction through a cross-border continuation from Bermuda to Delaware"
Proxy Statement/Prospectus regulatory
"includes a U.S. Shareholder Circular (the “Proxy Statement/Prospectus”)"
A proxy statement or prospectus is a document that companies send to shareholders to provide important information about upcoming decisions or investments, such as voting on company issues or offering new shares to the public. It helps investors understand the details and risks involved, enabling them to make informed choices about their ownership or involvement with the company.
Form F-4 regulatory
"Aegon will file a registration statement on a Form F-4"
Form F-4 is an official filing with the U.S. Securities and Exchange Commission used by non-U.S. companies when they offer securities in connection with mergers, acquisitions, exchange offers or similar transactions. It acts like a detailed product label or instruction manual that explains the deal, the securities being offered, financials, risks and voting requirements, and it matters to investors because it provides the essential facts needed to evaluate how the transaction could affect ownership, value and future returns.

FAQ

What key agreement did AEGON LTD. (AEG) announce in this Form 6-K?

Aegon Ltd. announced a Voting Undertaking dated August 25, 2026 with Vereniging Aegon, under which this largest shareholder has agreed to vote in favor of Aegon’s proposed Redomiciliation from Bermuda to Delaware and the Aegon Ltd. 2027 Omnibus Incentive Plan.

How much voting power does Vereniging Aegon hold in AEGON LTD. (AEG)?

Vereniging Aegon is described as Aegon’s largest shareholder, representing approximately 18.4% of the total shareholders’ voting rights that are currently exercisable. This percentage reflects its voting power in relation to Aegon’s outstanding voting rights.

What is the Redomiciliation proposed by AEGON LTD. (AEG)?

The Redomiciliation is Aegon’s intended change in jurisdiction through a cross-border continuation from Bermuda to Delaware. It is part of a broader corporate reorganization and will be submitted to shareholders for approval at a special general meeting.

When will AEGON LTD. (AEG) seek shareholder approval for the Redomiciliation?

Aegon expects to seek shareholder approval for the Redomiciliation and the 2027 Omnibus Incentive Plan at a special general meeting of shareholders that is expected to be held on October 8, 2026, subject to the usual meeting arrangements.

What SEC filing will AEGON LTD. (AEG) make for the Redomiciliation?

In connection with the proposed corporate reorganization and Redomiciliation, Aegon will file a registration statement on Form F-4 with the SEC, including a Proxy Statement/Prospectus that will be mailed to shareholders ahead of the contemplated October 8, 2026 meeting.

Where can AEGON LTD. (AEG) investors access the Proxy Statement/Prospectus?

Investors will be able to obtain free copies of the definitive Proxy Statement/Prospectus and related filings through the SEC’s website at www.sec.gov and via Aegon’s website at www.aegon.com/redomiciliation, or by contacting Aegon’s Investor Relations in Schiphol, The Netherlands.

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

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UNITED STATES

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

For the month of August 2026

Commission File Number: 001-10882

 

 

Aegon Ltd.

(Translation of registrant’s name into English)

 

 

 

Aegon Limited    Statutory seat    Principal place of business    Bermuda Registrar of

An exempted company with

liability limited by shares

 

www.aegon.com

  

Canon’s Court 22 Victoria

Street Hamilton HM 12

Bermuda

  

World Trade Center

Schiphol Boulevard 223

1118 BH Schiphol

The Netherlands

  

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 ☒   Form 40-F ☐

 

 
 


On August 25, 2026, Aegon Ltd. (“Aegon”) entered into a voting undertaking agreement (the “Voting Undertaking”) with Vereniging Aegon, its largest shareholder representing approximately 18.4% of the total shareholders’ voting rights that are currently exerciseable. Vereniging Aegon and Aegon entered into the Voting Undertaking in connection with Aegon’s intended change in jurisdiction through a cross-border continuation from Bermuda to Delaware (the “Redomiciliation”). Pursuant to the Voting Undertaking, among other things, Vereniging Aegon has agreed to vote in favor of the Redomiciliation and the adoption of the Aegon Ltd. 2027 Omnibus Incentive Plan at Aegon’s special general meeting of shareholders expected to be held on October 8, 2026.

The foregoing is a brief description of the Voting Undertaking and the terms of the Voting Undertaking, and is subject to and qualified in its entirety by reference to the full text of the Voting Undertaking, which is filed as Exhibit 10.1 to this Report on Form 6-K.

 

Exhibit Number

 

Description

10.1

  Voting Undertaking dated August 25, 2026

Important Information for Investors and Securityholders

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 vote or approval in any jurisdiction in contravention of applicable law In connection with the proposed corporate reorganization that includes, among other things, the Redomiciliation, Aegon will file a registration statement on a Form F-4, which includes a U.S. Shareholder Circular (the “Proxy Statement/Prospectus”), with the U.S. Securities and Exchange Commission (the “SEC”). Aegon plans to mail the definitive Proxy Statement/Prospectus to its shareholders in connection with the proposed Redomiciliation ahead of calling an extraordinary general meeting of shareholders contemplated on October 8, 2026. INVESTORS AND SECURITYHOLDERS OF AEGON ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT AEGON, ITS PROPOSED REDOMICILIATION AND RELATED MATTERS. Investors and securityholders will be able to obtain free copies of the definitive Proxy Statement/Prospectus (when available) and other documents filed with the SEC by Aegon through the website maintained by the SEC at www.sec.gov (http://www.sec.gov/). In addition, investors and securityholders will be able to obtain free copies of the documents filed with the SEC on Aegon’s website at www.aegon.com/redomiciliation (http://www.aegon.com/redomiciliation) or by contacting Aegon’s Investor Relations, World Trade Center, Schiphol Boulevard 223,1118 BH Schiphol, The Netherlands, Tel: + 3120-259-2500. E-mail: ir@aegon.com

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: August 26, 2026   /s/ J.O. van Klinken        
  J.O. van Klinken  
  Executive Vice President and General Counsel  

Filing Exhibits & Attachments

1 document

Agreements & Contracts