Vereniging Aegon (AEG) keeps 32.64% voting power and sets EUR 500m VA Split

Rhea-AI Filing Summary

Vereniging Aegon filed an amended Schedule 13D showing beneficial ownership of 265,681,483 Aegon Ltd. common shares, representing 17.92% of the class, based on 1,482,375,744 shares outstanding as of May 27, 2026.

The filing describes a Framework Agreement between Vereniging Aegon and Aegon Ltd. Under this agreement, Vereniging Aegon will transfer EUR 500 million and certain charity agreements and interests to a new Dutch charitable foundation in a transaction referred to as the “VA Split.” The VA Split will not involve any disposition of Aegon common shares and, after it is completed, Vereniging Aegon will be renamed “Vereniging Aegon Americas.”

In addition to the common shares reported, Vereniging Aegon has sole power to vote and dispose of 327,885,200 Common Shares B. When combined with its common shares, this gives Vereniging Aegon the power to vote 32.64% of Aegon Ltd.’s total voting power.

Insights

Equity ownership and governance analyst

Vereniging Aegon maintains a large, stable voting stake while reshaping its structure via the VA Split.

Vereniging Aegon reports beneficial ownership of 265,681,483 common shares, or 17.92% of Aegon Ltd.’s outstanding common stock as of May 27, 2026. Including 327,885,200 Common Shares B, it controls 32.64% of total voting power, underscoring its continuing role as a key shareholder.

The Framework Agreement provides for the transfer of EUR 500 million and charity agreements to a new Dutch charitable foundation through the “VA Split.” The filing states this split will not involve any disposition of Aegon common shares, so the economic and voting exposure to Aegon appears unchanged in this excerpt.

The agreement also addresses governance of Vereniging Aegon after the VA Split and how its assets will be liquidated if it is ever wound up. Subsequent disclosures may clarify how the new foundation interacts with Aegon’s long-term governance and any future changes to voting arrangements.

Key Figures

Beneficially owned common shares: 265,681,483 shares Percent of common share class: 17.92% Common shares outstanding: 1,482,375,744 shares +3 more

6 metrics

Beneficially owned common shares 265,681,483 shares Aegon Ltd. common shares beneficially owned by Vereniging Aegon

Percent of common share class 17.92% Share of Aegon Ltd. common shares as of May 27, 2026

Common shares outstanding 1,482,375,744 shares Aegon Ltd. common shares outstanding as of May 27, 2026

Common Shares B controlled 327,885,200 shares Common Shares B with sole voting and dispositive power

Total voting power 32.64% Combined voting power from common shares and Common Shares B

Cash transfer in VA Split EUR 500 million Amount to be transferred to new Dutch charitable foundation

Key Terms

Framework Agreement, VA Split, Common Shares B, beneficially owned, +1 more

5 terms

Framework Agreement financial

"On May 27, 2026, the Reporting Person and the Issuer entered into a framework agreement (the "Framework Agreement")."

A framework agreement is a standing contract that lays out general rules, pricing ranges, and how the parties will work together when they later sign specific orders or projects — like an umbrella that covers future deals without fixing every detail up front. Investors watch these because they make future revenue more predictable, can speed up repeat business, and may signal the scale or stability of upcoming sales, reducing uncertainty about a company’s growth.

VA Split financial

"the transfer by the Reporting Person of EUR 500 million and certain charity agreements and interests to a newly incorporated Dutch charitable foundation (the "VA Split")"

Common Shares B financial

"The Reporting Person has the sole power to vote and dispose of 327,885,200 Common Shares B"

beneficially owned financial

"The amounts reported in this Item 5 do not include the Common Shares B beneficially owned by the Reporting Person."

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

percent of class financial

"Percent of class represented by amount in Row (11) 17.92 %"

Percent of class is the portion of a specific category of securities—such as a company’s common shares, preferred shares, or a bond series—that takes part in or approves a corporate action (vote, consent, tender, etc.). Investors watch this number because it reveals how much support or opposition exists within that particular shareholder group; like counting how many members of a club back a proposal, it can determine whether a plan passes or how influence is distributed.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 13)

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)

05/27/2026

(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 265,681,483.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 265,681,483.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

265,681,483.00

12

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

13

Percent of class represented by amount in Row (11)

17.92 %

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. 13 ("Amendment No. 13") 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: Framework Agreement On May 27, 2026, the Reporting Person and the Issuer entered into a framework agreement (the "Framework Agreement"). The Framework Agreement provides for, among other things, (i) the transfer by the Reporting Person of EUR 500 million and certain charity agreements and interests to a newly incorporated Dutch charitable foundation (the "VA Split"), (ii) the governance arrangements with respect to the Reporting Person after the VA Split and (iii) the terms of how the Reporting Person's assets shall be liquidated in the event of a liquidation of the Reporting Person. The VA Split will not involve any disposition of Common Shares by the Reporting Person. Following the VA Split, the Reporting Person will be renamed "Vereniging Aegon Americas." The foregoing description of the Framework Agreement does not purport to be complete and is qualified in its entirety by the full text thereof, 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 1,482,375,744 Common Shares outstanding as of May 27, 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 Framework Agreement 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 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 9: Framework Agreement, dated as of May 27, 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:	05/28/2026

Signature:	/s/ M. Tijssen
Name/Title:	M. Tijssen, Vice-Chairperson
Date:	05/28/2026

FAQ

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

Vereniging Aegon reports beneficial ownership of 265,681,483 Aegon Ltd. common shares. This stake represents 17.92% of the company’s outstanding common shares, based on 1,482,375,744 shares outstanding as of May 27, 2026, according to the filing.

What percentage of Aegon Ltd.’s total voting power does Vereniging Aegon control?

Vereniging Aegon can vote 32.64% of Aegon Ltd.’s total voting power. This total combines its common shares and 327,885,200 Common Shares B over which it has sole voting and dispositive power, as detailed in the ownership section of the filing.

What is the VA Split described in Vereniging Aegon’s Schedule 13D/A for AEG?

The VA Split is a planned transfer of EUR 500 million and certain charity agreements and interests from Vereniging Aegon to a newly incorporated Dutch charitable foundation. The filing states the VA Split will not involve any disposition of Aegon Ltd. common shares by Vereniging Aegon.

Will the VA Split change Vereniging Aegon’s ownership of Aegon Ltd. common shares?

The filing explicitly states that the VA Split will not involve any disposition of Aegon Ltd. common shares by Vereniging Aegon. As described, the transaction focuses on transferring cash and charity-related interests to a new Dutch charitable foundation, rather than altering shareholdings.

Why did Vereniging Aegon and Aegon Ltd. enter into a Framework Agreement?

They entered into a Framework Agreement to govern the VA Split, future governance of Vereniging Aegon after the split, and how its assets would be liquidated if it were wound up. The agreement’s full text is attached as an exhibit and incorporated by reference.

Does Vereniging Aegon have other contracts affecting Aegon Ltd. securities beyond the Framework Agreement?

The filing states that, except for the Framework Agreement and related arrangements described, Vereniging Aegon has no other contracts, arrangements, understandings, or relationships with any person regarding Aegon Ltd. securities, including voting, transfer, profit-sharing, or option-related agreements.