Aegon (NYSE: AEG) secures 32.6% voting bloc for Delaware move

Rhea-AI Filing Summary

AEGON LTD. (AEG) received an amended Schedule 13D from Vereniging Aegon, which reports beneficial ownership of 264,665,203 Common Shares, representing 18.01% of the Common Shares outstanding. Including its 327,885,200 Common Shares B, Vereniging Aegon can vote 32.64% of the issuer’s total voting power.

The reporting person entered into a 2026 Voting Undertaking with Aegon Ltd. on August 25, 2026, agreeing to vote all its Common Shares and Common Shares B in favor of resolutions at an extraordinary general meeting currently anticipated for October 8, 2026. These resolutions include the proposed redomiciliation from Bermuda to Delaware via continuation into Transamerica Inc., adoption of interim bye-laws, termination of the Voting Rights Agreement and related agreements, approval of Transamerica Inc. organizational documents, a Conversion, a 2027 Omnibus Incentive Plan, and a possible adjournment proposal.

Subject to completion of the VA Split, Aegon Ltd. will acquire 327,885,200 Common Shares B from Vereniging Aegon and issue 8,197,130 Common Shares on a 40-for-1 basis as consideration in the Conversion. After this, no Common Shares B will remain outstanding, and the 1983 Amended Merger Agreement, Voting Rights Agreement, and related Call Option will terminate when the Interim Bye-Laws take effect.

Key Figures

Common Shares beneficially owned by Vereniging Aegon: 264,665,203 Common Shares Percent of Common Shares class: 18.01% Common Shares outstanding: 1,469,554,216 Common Shares +5 more

8 metrics

Common Shares beneficially owned by Vereniging Aegon 264,665,203 Common Shares Beneficial ownership reported on Schedule 13D/A

Percent of Common Shares class 18.01% Ownership percentage based on Common Shares outstanding as of August 25, 2026

Common Shares outstanding 1,469,554,216 Common Shares Common Shares outstanding as of August 25, 2026

Common Shares B held by Vereniging Aegon 327,885,200 Common Shares B Additional class of shares with voting rights

Total voting power held 32.64% Combined voting power from Common Shares and Common Shares B

New Common Shares to be issued in Conversion 8,197,130 Common Shares Issued to Vereniging Aegon on a 40-for-1 basis for Common Shares B

Extraordinary general meeting date October 8, 2026 Date currently anticipated for shareholder vote on redomiciliation and related matters

Common Shares B conversion ratio 40-for-1 Conversion of 327,885,200 Common Shares B into 8,197,130 Common Shares

Key Terms

Delaware Redomiciliation, Common Shares B, Voting Rights Agreement, Call Option, +2 more

6 terms

Delaware Redomiciliation regulatory

"the Issuer's proposed redomiciliation from Bermuda to Delaware by way of a continuation into Transamerica Inc."

Common Shares B financial

"the Issuer will issue 8,197,130 Common Shares to the Reporting Person as consideration for the Issuer's acquisition of the Reporting Person's 327,885,200 Common Shares B"

Voting Rights Agreement regulatory

"the termination of the Voting Rights Agreement"

Call Option financial

"the Call Option will be extinguished, with effect from the date the Interim Bye-Laws take effect"

A call option is a contract that gives its buyer the right, but not the obligation, to buy a specific number of shares at a predetermined price within a set time period. Think of it as a refundable reservation to buy an item later at today’s price: you pay a fee up front and can profit if the stock rises, while your downside is limited to that fee; investors use calls to gain leverage, speculate on upside, or hedge positions without owning the shares.

extraordinary general meeting regulatory

"at an extraordinary general meeting currently anticipated to be held on October 8, 2026"

Omnibus Incentive Plan financial

"the Aegon Ltd. 2027 Omnibus Incentive Plan"

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.

FAQ

How much of AEGON LTD. (AEG) does Vereniging Aegon currently own?

Vereniging Aegon reports beneficial ownership of 264,665,203 Common Shares of AEGON LTD., representing 18.01% of the Common Shares outstanding, based on 1,469,554,216 Common Shares outstanding as of August 25, 2026.

What is Vereniging Aegon’s total voting power in AEG (including Common Shares B)?

Vereniging Aegon has sole power to vote 264,665,203 Common Shares and 327,885,200 Common Shares B. Together these holdings give it the power to vote 32.64% of AEGON LTD.’s total voting power.

What redomiciliation plan is AEGON LTD. (AEG) pursuing with Transamerica Inc.?

AEGON LTD. and Vereniging Aegon entered into a 2026 Voting Undertaking supporting a proposed redomiciliation from Bermuda to Delaware by way of continuation into Transamerica Inc.. Shareholders are expected to vote on this at an extraordinary general meeting currently anticipated on October 8, 2026.

What is the Conversion involving Common Shares B at AEGON LTD. (AEG)?

Subject to completion of the VA Split, AEGON LTD. will acquire 327,885,200 Common Shares B from Vereniging Aegon and issue 8,197,130 Common Shares on a 40-for-1 basis as consideration. After the Conversion, no Common Shares B will remain outstanding.

Which agreements will terminate under AEGON LTD.’s new governance arrangements?

Upon effectiveness of the Interim Bye-Laws and completion of the Conversion, the 1983 Amended Merger Agreement and the Voting Rights Agreement will terminate, and the related Call Option will be extinguished, as described in the 2026 Voting Undertaking.

What will shareholders of AEGON LTD. (AEG) vote on at the EGM?

At the anticipated October 8, 2026 EGM, shareholders will be asked to approve the Delaware redomiciliation, Interim Bye-Laws, termination of the Voting Rights Agreement, Transamerica Inc. organizational documents, the Conversion, the 2027 Omnibus Incentive Plan, and a proposal to adjourn the EGM if necessary.

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

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Available on EDGAR 08/26/2026 - 07:32 AM Accepted by SEC EDGAR 08/26/2026 - 07:32 AM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 14)

AEGON LTD.

(Name of Issuer)

Common Shares, par value EUR 0.12 per share

(Title of Class of Securities)

0076CA104

(CUSIP Number)

J.O. van Klinken
World Trade Center Schiphol, Schiphol Boulevard 223
Schiphol, P7, 1118 BH
31 610198362

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/25/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 0076CA104

1

Name of reporting person

Vereniging Aegon

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NETHERLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 264,665,203.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 264,665,203.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

264,665,203.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

18.01 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Shares, par value EUR 0.12 per share
(b)	Name of Issuer: AEGON LTD.
(c)	Address of Issuer's Principal Executive Offices: WORLD TRADE CENTER SCHIPHOL, SCHIPHOL BOULEVARD 223, SCHIPHOL, NETHERLANDS , 1118 BH.
Item 1 Comment: EXPLANATORY NOTE This Amendment No. 14 ("Amendment No. 14") to Schedule 13D amends and supplements the statement on Schedule 13D originally filed with the United States Securities and Exchange Commission (the "SEC") on January 16, 1998 (as amended, the "Schedule 13D"), relating to the common shares, par value EUR 0.12 per share (the "Common Shares"), of Aegon Ltd., an exempted company with liability limited by shares organized under the laws of Bermuda (f/k/a Aegon N.V., a public limited company organized in the Netherlands) (the "Issuer"). Capitalized terms used herein without definition shall have the meanings set forth in the Schedule 13D.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 to the Schedule 13D is hereby amended and supplemented as follows: The information set forth in Item 4 below with respect to the Conversion (as defined below) is incorporated herein by reference.
Item 4.	Purpose of Transaction
	Item 4 to the Schedule 13D is hereby amended and supplemented as follows: 2026 Voting Undertaking On August 25, 2026, the Reporting Person and the Issuer entered into a voting undertaking (the "2026 Voting Undertaking") relating to the Issuer's proposed redomiciliation from Bermuda to Delaware by way of a continuation into Transamerica Inc. (the "Delaware Redomiciliation") at an extraordinary general meeting currently anticipated to be held on October 8, 2026 (the "EGM"). At the EGM, shareholders of the Issuer will be asked to approve (i) the Delaware Redomiciliation, (ii) with effect from, and subject to, the completion of the VA Split, the amended and restated bye-laws (the "Interim Bye-Laws"), (iii) the termination of the Voting Rights Agreement, (iv) the Transamerica Inc. organizational documents, (v) the Conversion (as defined below), (vi) the Aegon Ltd. 2027 Omnibus Incentive Plan and (vii) a proposal to adjourn the EGM if necessary (together, the "Resolutions"). Under the 2026 Voting Undertaking, the Reporting Person has agreed to vote all of its Common Shares and Common Shares B (based on one vote per 40 Common Shares B) in favor of the Resolutions, subject to the board's fiduciary duties. The 2026 Voting Undertaking further provides that (i) with effect from, and subject to, the completion of the VA Split, the Issuer will issue 8,197,130 Common Shares to the Reporting Person as consideration for the Issuer's acquisition of the Reporting Person's 327,885,200 Common Shares B, on a 40 for 1 basis (the "Conversion"), following which no Common Shares B will remain outstanding and the Reporting Person will no longer be entitled to exercise full voting power upon a Special Cause, and (ii) the 1983 Amended Merger Agreement and the Voting Rights Agreement will terminate, and the Call Option will be extinguished, with effect from the date the Interim Bye-Laws take effect. The foregoing description is qualified in its entirety by the 2026 Voting Undertaking, attached as an exhibit hereto and incorporated herein by reference.
Item 5.	Interest in Securities of the Issuer
(a)	The information contained on the cover page is incorporated by reference to this Item 5. The percent of class reported on the cover page is based on 1,469,554,216 Common Shares outstanding as of August 25, 2026. The amounts reported in this Item 5 do not include the Common Shares B beneficially owned by the Reporting Person. The Reporting Person has the sole power to vote and dispose of 327,885,200 Common Shares B, which, when combined with the Common Shares reported above, give the Reporting Person the power to vote 32.64% of the total voting power of the Issuer.
(b)	The information contained on the cover pages is incorporated by reference to this Item 5.
(c)	Except as described herein, during the past 60 days, the Reporting Person has not effected any other transactions with respect to the Common Shares.
(d)	None.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 to the Schedule 13D is hereby amended and supplemented as follows: Item 4 above summarizes certain provisions of the 2026 Voting Undertaking and is incorporated herein by reference. A copy of such agreement is attached as an exhibit to this Schedule 13D and is incorporated herein by reference. Except as set forth in this Schedule 13D, the Reporting Person does not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
Item 7.	Material to be Filed as Exhibits.
	Item 7 to the Schedule 13D is hereby amended and supplemented as follows: Exhibit 10: Voting Undertaking, dated as of August 25, 2026.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Vereniging Aegon

Signature:	/s/ L.J. Hijmans van den Bergh
Name/Title:	L.J. Hijmans van den Bergh, Chairperson
Date:	08/26/2026

Signature:	/s/ M. Tijssen
Name/Title:	M. Tijssen, Vice-Chairperson
Date:	08/26/2026