ASR financials added in Aegon (NYSE: AEG) amended 2025 annual report

Rhea-AI Filing Summary

Aegon Ltd. has filed Amendment No. 1 to its Form 20-F for the year ended December 31, 2025 to add audited financial statements of ASR Nederland N.V. prepared under IFRS as adopted by the EU. Aegon holds a less than 50% non-controlling interest in ASR and accounts for it using the equity method.

The amendment is required under Rule 3-09 of Regulation S-X because ASR met the significant subsidiary test for 2024, so the filing now includes ASR’s 2025 audited financials with 2024 comparatives, the related KPMG audit report, KPMG’s consent, and updated CEO and CFO certifications. No other parts of the original 2025 Form 20-F are revised.

Key Figures

Common shares outstanding: 1,573,119,870 common shares Common shares B outstanding: 335,830,640 common shares B ASR subsidiary assessment year: 2024 +3 more

6 metrics

Common shares outstanding 1,573,119,870 common shares As of December 31, 2025

Common shares B outstanding 335,830,640 common shares B As of December 31, 2025

ASR subsidiary assessment year 2024 ASR met significant subsidiary test for 2024

Aegon fiscal year covered 2025 Fiscal year ended December 31, 2025

5.500% notes due 2048 5.500% Fixed-to-Floating Rate Subordinated Notes due 2048

5.100% notes due 2049 5.100% Subordinated Notes due 2049 issued by Aegon Funding Company LLC

Key Terms

Rule 3-09 of Regulation S-X, equity method of accounting, significant subsidiary test, International Financial Reporting Standards, +1 more

5 terms

Rule 3-09 of Regulation S-X regulatory

"as required by Rule 3-09 of Regulation S-X under the Securities Exchange Act"

equity method of accounting financial

"Aegon owns less than 50% non-controlling interest in ASR and accounts for ASR using the equity method of accounting"

An equity method of accounting is the way a company reports its financial interest in another business when it has significant influence but not full control, typically owning between about 20% and 50% of the voting stock. Instead of listing the investment at purchase cost or consolidating every line item, the investor records its proportional share of the other company’s profits or losses and adjusts the investment value for dividends or impairments, so investors see the economic impact of that stake. This matters because it changes reported earnings and asset values in a way that reflects ongoing performance—similar to showing your share of a small business’s monthly profit on your own books rather than just the amount you originally paid for your share—and helps gauge how much influence that stake has on the investor’s financial health.

significant subsidiary test regulatory

"ASR did not meet the significant subsidiary test for the year ended December 31, 2025, but met the significant subsidiary test for the year ended December 31, 2024"

International Financial Reporting Standards financial

"prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union"

International Financial Reporting Standards are a common set of accounting rules used by companies in many countries to prepare and present their financial statements. They matter to investors because they make results easier to compare across borders — like using the same measuring tape — so investors can assess profitability, cash flow and risk more reliably and spot differences that come from business performance rather than differing accounting methods.

non-controlling interest financial

"Aegon owns less than 50% non-controlling interest in ASR and accounts for ASR using the equity method"

Non-controlling interest represents the portion of ownership in a company held by investors who do not have a controlling stake, meaning they do not have enough voting power to make major decisions. It is similar to owning a minority share of a business partner’s company—while they benefit from profits, they cannot control how the company is run. This matters to investors because it shows how much of the company's value is owned by outside shareholders and affects overall financial reporting.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

trueFY0000769218--12-31 0000769218 2025-01-01 2025-12-31 0000769218 dei:BusinessContactMember 2025-01-01 2025-12-31 0000769218 ifrs-full:OrdinarySharesMember 2025-12-31 0000769218 aeg:CommonStockSeriesBMember 2025-12-31 xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

-

FORM 20-F/A

(Amendment No. 1)

-

(Mark One)

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to__________________

OR

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Commission file number

1-10882

-

Aegon Ltd.

(Exact name of Registrant as specified in its charter)

-

Not Applicable

(Translation of Registrant’s name into English)

Bermuda

(Jurisdiction of incorporation or organization)

World Trade Center Schiphol, Schiphol Boulevard 223, 1118 BH Schiphol, The Netherlands

(Address of principal executive offices)

Duncan Russell

Chief Financial Officer

Aegon Ltd.

World Trade Center Schiphol, Schiphol Boulevard 223, 1118 BH Schiphol, The Netherlands

+31-70-3447305

Duncan.Russell@aegon.com

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common shares, par value EUR 0.12 per share		AEG		New York Stock Exchange
5.500% Fixed-to-Floating Rate Subordinated Notes due 2048		AG48		New York Stock Exchange
5.100% Subordinated Notes due 2049 issued by Aegon Funding Company LLC		AEFC		New York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act.

Not applicable

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

Not applicable

(Title of Class)

Table of Contents

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 1,573,119,870 common shares and 335,830,640 common shares B

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act

☒ Yes No ☐

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

☐ Yes No ☒

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☒ Yes No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

☒ Yes No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer, “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

☒ Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐ Emerging growth company

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards†

provided pursuant to Section 13(a) of the Exchange Act. ☐

†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards

Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness

of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

Indicate by checkmark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

☐ U.S. GAAP ☒ International Financial Reporting Standards as issued by the International Accounting Standards Board ☐ Other

If “other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant as elected to follow. ☐ Item 17 ☐ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). ☐ Yes No ☒

Table of Contents

EXPLANATORY NOTE

This Amendment No. 1 (“Amendment No. 1”) to the Annual Report on Form 20-F of Aegon Ltd. (“Aegon”) for the fiscal year ended December 31, 2025 filed on March 26, 2026 (the “2025 Form 20-F”) is being filed to include the audited financial statements and related notes of ASR Nederland N.V. (“ASR”), and the audit report of KPMG Accountants N.V. relating thereto, as required by Rule 3-09 of Regulation S-X under the Securities Exchange Act of 1934, as amended.

Aegon owns less than 50% non-controlling interest in ASR and accounts for ASR using the equity method of accounting. ASR did not meet the significant subsidiary test for the year ended December 31, 2025, but met the significant subsidiary test for the year ended December 31, 2024. Accordingly, this Amendment No. 1 includes ASR’s audited financial statements and related notes for the year ended December 31, 2025, which include comparative financial information for the year ended December 31, 2024, together with the independent auditor’s report thereon.

This Amendment No. 1 consists of a cover page, this explanatory note, the signature page and the exhibits for (i) audited financial statements of ASR for the year ended December 31, 2025 prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union, (ii) the consent of KPMG Accountants N.V., the independent auditors of ASR, (iii) certifications of the Chief Executive Officer and the Chief Financial Officer of Aegon.

Other than as expressly set forth above, this Amendment No. 1 does not, and does not purport to, revise, update, amend or restate the information presented in, or any exhibits to, the 2025 Form 20-F or reflect any events that have occurred subsequent to the filing of the 2025 Form 20-F.

3

Description

12.3		Certification of Lard Friese pursuant to rule 13a-14(a) or 15d-14 of the Securities Exchange Act of 1934		Filed herewith
12.4		Certification Duncan Russell pursuant to rule 13a-14(a) or 15d-14 of the Securities Exchange Act of 1934		Filed herewith
15.4		Consent of KPMG Accountants N.V., the independent auditors of ASR		Filed herewith
99.2		Audited financial statements of ASR for the year ended December 31, 2025		Filed herewith

4

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Amendment No. 1 to the Annual Report on Form 20-F on its behalf.

Schiphol, the Netherlands, April 1, 2026

/s/ Duncan Russell

Duncan Russell

Chief Financial Officer

Aegon Ltd.

5