Vereniging Aegon (AEG) details buybacks and 32.64% voting power

Rhea-AI Filing Summary

Vereniging Aegon filed an amended Schedule 13D reporting its sizeable holding in Aegon Ltd.. It beneficially owns 268,237,507 common shares, representing 17.05% of the class, based on 1,487,579,403 common shares outstanding as of March 9, 2026.

The filing details several agreements under which Aegon repurchased shares from Vereniging Aegon as part of broader buyback programs. In the January 2025 program, Aegon repurchased 25,200,170 common shares for EUR 20,000,000, with transfers made weekly through June 30, 2025.

Under a July 2025 program later increased in August 2025, Aegon repurchased 61,197,437 common shares from Vereniging Aegon for a total of EUR 71,000,000, also in weekly installments through December 15, 2025. A January 2026 agreement provides for a further EUR 37,000,000 of buybacks, with the share count tied to the volume‑weighted average price on Euronext Amsterdam. Vereniging Aegon states it structured these deals so its ownership percentage remains approximately unchanged after each program. Including 327,885,200 Common Shares B, it controls 32.64% of Aegon’s total voting power.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 12)

AEGON LTD.

(Name of Issuer)

Common Shares, par value EUR 0.12 per share

(Title of Class of Securities)

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

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

03/09/2026

(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).

SCHEDULE 13D

CUSIP Number(s):

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 268,237,507.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 268,237,507.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

268,237,507.00

12

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

13

Percent of class represented by amount in Row (11)

17.05 %

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. 12 ("Amendment No. 12") 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 4.	Purpose of Transaction
	Item 4 to the Schedule 13D is hereby amended and supplemented as follows: January 2025 Share Repurchase Agreement As previously reported in Amendment No. 10, on January 13, 2025, the Reporting Person entered into a share repurchase agreement (the "January 2025 Share Repurchase Agreement") with the Issuer, pursuant to which the Reporting Person agreed to participate in the Issuer's share buyback program (the "2025 SBB Program") and the Issuer agreed to repurchase a certain number of Common Shares from the Reporting Person for an aggregate consideration equal to EUR 20,000,000. In aggregate, the Issuer repurchased 25,200,170 Common Shares, which was determined based on the daily volume-weighted average price per Common Share on Euronext Amsterdam. The shares were transferred in weekly installments between January 13, 2025 and June 30, 2025. The Reporting Person entered into the January 2025 Share Repurchase Agreement so that its ownership of Common Shares as a percentage of the class will remain approximately the same before and after completion of the 2025 SBB Program. The foregoing description of the January 2025 Share Repurchase Agreement does not purport to be complete and is qualified in its entirety by the full text of such agreement, which is attached as an exhibit to this Schedule 13D and incorporated herein by reference. July 2025 Share Repurchase Agreement as increased on August 2025 On July 1, 2025, the Reporting Person entered into a share repurchase agreement (the "July 2025 Share Repurchase Agreement") with the Issuer, pursuant to which the Reporting Person agreed to participate in the Issuer's share buyback program (the "July 2025 SBB Program") and the Issuer agreed to repurchase a certain number of Common Shares from the Reporting Person for an aggregate consideration equal to EUR 37,000,000. On August 25, 2025, the Reporting Person entered into an addendum to July 2025 Share Repurchase Agreement to increase the participation in the July 2025 SBB Program with an additional EUR 34 million (the "August 2025 Share Repurchase Addendum"), resulting in an aggregate consideration equal to EUR 71,000,000. In aggregate, the Issuer repurchased 61,197,437 Common Shares, which was determined based on the daily volume-weighted average price per Common Share on Euronext Amsterdam. The shares were transferred in weekly installments between July 1, 2025 and December 15, 2025. The Reporting Person entered into the July 2025 SBB Program so that its ownership of Common Shares as a percentage of the class would remain approximately the same before and after completion of the July 2025 SBB Program. The foregoing description of the July 2025 Share Repurchase Agreement and the August 2025 Share Repurchase Addendum does not purport to be complete and is qualified in its entirety by the full text of such agreement, which is attached as an exhibit to this Schedule 13D and incorporated herein by reference. January 2026 Share Repurchase Agreement On January 12, 2026, the Reporting Person entered into a share repurchase agreement (the "January 2026 Share Repurchase Agreement") with the Issuer, pursuant to which the Reporting Person agreed to participate in the Issuer's share buyback program (the "January 2026 SBB Program") and the Issuer agreed to repurchase a certain number of Common Shares from the Reporting Person for an aggregate consideration equal to EUR 37,000,000. The number of Common Shares that the Issuer will repurchase from the Reporting Person will be determined based on the daily volume-weighted average price per common share on Euronext Amsterdam. The Reporting Person entered into the January 2026 SBB Program so that its ownership of Common Shares as a percentage of the class would remain approximately the same before and after completion of the July 2026 SBB Program. The foregoing description of the January 2026 Share Repurchase Agreement does not purport to be complete and is qualified in its entirety by the full text of such agreement, which is attached as an exhibit to this Schedule 13D 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 1,487,579,403 Common Shares outstanding as of March 9, 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 January 2025 Share Repurchase Agreement, July 2025 Share Repurchase Agreement and the January 2026 Share Repurchase Agreement and are incorporated herein by reference. A copy of each such agreement is attached as an exhibit to this Schedule 13D and is incorporated herein by reference. Except as set forth herein, 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 5: January 2025 Share Repurchase Agreement, dated as of January 13, 2025. Exhibit 6: July 2025 Share Repurchase Agreement, dated as of July 1, 2025. Exhibit 7: August 2025 Share Repurchase Addendum, dated as of August 25, 2025. Exhibit 8: January 2026 Share Repurchase Agreement, dated as of January 12, 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:	03/12/2026

Signature:	/s/ M. Tijssen
Name/Title:	M. Tijssen, Vice-Chairperson
Date:	03/12/2026

FAQ

How many Aegon Ltd. shares does Vereniging Aegon report owning in this Schedule 13D/A?

Vereniging Aegon reports beneficial ownership of 268,237,507 Aegon Ltd. common shares, equal to 17.05% of the class. This percentage is calculated using 1,487,579,403 common shares outstanding as of March 9, 2026, as disclosed in the filing.

What is Vereniging Aegon’s total voting power in Aegon Ltd. according to this amendment?

The filing states Vereniging Aegon can vote 32.64% of Aegon Ltd.’s total voting power. This combines its 268,237,507 common shares with 327,885,200 Common Shares B over which it has sole voting and dispositive power, giving it substantial influence in shareholder decisions.

What share repurchases did Aegon complete with Vereniging Aegon in 2025?

In 2025, Aegon repurchased 25,200,170 common shares for EUR 20,000,000 under a January agreement and 61,197,437 common shares for EUR 71,000,000 under a July agreement later increased in August. Transfers were made weekly through June 30 and December 15, 2025, respectively.

What are the key terms of the January 2026 share repurchase agreement with Vereniging Aegon?

On January 12, 2026, Aegon agreed to repurchase common shares from Vereniging Aegon for aggregate consideration of EUR 37,000,000. The exact number of shares will be based on the daily volume‑weighted average price on Euronext Amsterdam during the program’s execution.

Why is Vereniging Aegon participating in Aegon’s share buyback programs?

The filing explains that Vereniging Aegon participates in Aegon’s share buyback programs so its ownership of common shares, as a percentage of the class, remains approximately the same before and after each program, preserving its relative equity and voting position.

How does this Schedule 13D/A amendment change prior disclosures for AEG?

This amendment updates prior disclosures by detailing 2025 and 2026 share repurchase agreements between Aegon and Vereniging Aegon and refreshing ownership figures. It confirms that despite significant buybacks, Vereniging Aegon’s percentage ownership is intended to stay roughly constant over these programs.