Aegon (AEG) outlines U.S. redomiciliation, single-share class and Delaware rules

Rhea-AI Filing Summary

Aegon Ltd. outlines a proposed governance framework linked to its planned redomiciliation and continuation as a Delaware corporation. Transamerica, its U.S. subsidiary, now represents approximately 70% of operations, so the move is intended to align headquarters, domicile, tax, accounting, and governance with its largest business.

The plan would simplify capital structure by eliminating Common Shares B and converting all outstanding Common Shares B into Common Shares on a 40-to-1 basis, leaving a single class with equal voting rights and authorizing a new class of preferred stock. Board elections would transition to annual terms, supermajority voting for shareholder-nominated directors and removals would be replaced with majority or plurality standards, and pre-emptive rights and some Dutch-style shareholder approvals would be removed in favor of Delaware law and NYSE rules.

Aegon expects to seek shareholder approval for the redomiciliation at an extraordinary general meeting contemplated for Q4 2026, after filing a Form F-4 registration statement including a Proxy Statement/Prospectus with the SEC and gathering investor input on the governance framework.

Insights

Corporate governance analyst

Aegon plans a U.S. redomiciliation with a simpler share structure and Delaware-style governance.

Aegon proposes shifting from Dutch governance features toward a Delaware and NYSE-aligned model as it redomiciles. Transamerica now contributes about 70% of operations, so governance, tax residency, and accounting would match its main U.S. business.

The framework would remove pre-emptive rights, relax supermajority voting for director elections and removals, and move to annual board elections after current terms, with the full board up for annual election as of 2030. It also converts Common Shares B to Common Shares on a 40-to-1 basis and authorizes preferred stock with terms set by the board.

Shareholder protections would rely more on Delaware law and NYSE rules, such as approval thresholds for large issuances and mergers, and a three-year business combination restriction for holders acquiring at least 15% without prior board approval. Details will be finalized in the Form F-4 and Proxy Statement/Prospectus ahead of the EGM contemplated for Q4 2026.

Key Figures

U.S. operations share: 70% of operations Common Shares B conversion ratio: 40-to-1 Board election timing: 2030 +5 more

8 metrics

U.S. operations share 70% of operations Transamerica share of Aegon’s operations

Common Shares B conversion ratio 40-to-1 Conversion of each Common Share B into Common Shares

Board election timing 2030 Full board, including CEO, up for annual election as of 2030

Special meeting threshold 10% of shares Shareholders’ right to call a stockholders meeting

Agenda item threshold 1% or 100 shareholders Current right to place items on the meeting agenda

Business combination trigger 15% voting power Three-year restriction without two-thirds approval of unaffiliated shares

NYSE issuance limit 20% of outstanding capital Shareholder approval threshold for ordinary share issuances

EGM timing Q4 2026 Contemplated timing of extraordinary general meeting on redomiciliation

Key Terms

Redomiciliation, Form F-4, Proxy Statement/Prospectus, Rule 14a-8, +2 more

6 terms

Redomiciliation regulatory

"the domestication and continuation of Aegon as a Delaware corporation (the “Redomiciliation”)"

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.

Form F-4 regulatory

"Aegon will file a registration statement on a Form F-4, which includes a U.S. Shareholder Circular"

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.

Proxy Statement/Prospectus regulatory

"which includes a U.S. Shareholder Circular (the “Proxy Statement/Prospectus”), with the U.S. Securities and Exchange Commission"

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.

Rule 14a-8 regulatory

"transition to SEC proxy rules, including Rule 14a-8, will ease stockholder access"

Rule 14a-8 is a U.S. Securities and Exchange Commission regulation that lets eligible shareholders put proposals on a public company’s proxy ballot for an annual meeting, provided they meet basic ownership and filing requirements. It matters to investors because it creates a formal way to raise governance or strategic issues and force a company-wide vote—like getting an item onto the agenda of a neighborhood association meeting once you’ve lived there long enough—so shareholders can push for change or influence management decisions.

mandatory offer provision financial

"Mandatory offer provision requiring that stockholder(s) that acquire 30% or more of the shares in Aegon are required to make a bid"

business combination financial

"it may not engage in a business combination for three years unless 2/3 of the shares not owned by it approve"

A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.

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

Add on Google Not now

Form 6-K: How Foreign Companies Report to the SEC →

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 May 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 Companies number: 202302830
An exempted company with liability		Canon’s Court		World Trade Center		(September 30, 2023)
limited by shares		22 Victoria Street		Schiphol Boulevard 223		Dutch Chamber of Commerce number: 27076669
		Hamilton HM 12		1118 BH Schiphol		Aegon Limited is a non-resident company under the Dutch
www.aegon.com		Bermuda		The Netherlands		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 ☐

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: May 28, 2026				/s/ J.O. van Klinken
				J.O. van Klinken
				Executive Vice President and General Counsel

Proposed Governance Framework

As previously announced, Aegon intends to redomicile to the United States. Transamerica, Aegon’s U.S. subsidiary, now represents approximately 70% of the Company’s operations and is the largest contributor to profit and cash flow. This business-driven decision will align Aegon’s headquarters, legal domicile, tax residency, accounting standards, and governance structure with the location of its largest business.

The following table outlines the proposed governance changes, which reflect a deliberate transition away from Dutch law legacy provisions and toward a framework consistent with US legal requirements and company practices, and the expectations of leading institutional investors. Most notably, the company is proposing to simplify its capital structure by eliminating the Common Shares B and having one class of common stock with equal voting rights.

Prior to the stockholder vote to redomicile to the U.S. at the EGM in Q4 2026, we will consider the input gathered during investor engagement on this governance framework before we finalize our registration statement with the SEC.

Board
Current Governance		Future governance
Staggered board with four year terms		Current term of the relevant board member is respected after which annual elections apply, with the full board including the CEO up for annual election as of 2030
Shareholder proposed director election (i.e. contested director) requires 2/3 majority representing 50% of outstanding capital		Abandon the current 2/3 requirement for contested director elections and adopt majority voting in uncontested elections and plurality voting in contested elections
Shareholder proposed director removal requires 2/3 majority representing 50% of outstanding capital		Abandon the current 2/3 requirement and adopt majority voting requirement
Aegon has diversity language included in its board regulations aiming for 30% representation of each gender in its Board and Executive Committee		Not include any quantitative criteria tied to immutable characteristics and instead include more general considerations regarding board qualifications
Director remuneration is governed by a policy proposed by the Board and adopted by shareholders via a binding vote every four years. Additionally, the annual remuneration report is subject to a non-binding advisory vote at each AGM		Director compensation is determined by the (compensation committee) of the Board. However, NYSE rules require shareholder approval of equity compensation plans. Also, the company aims to hold annual non-binding “say on pay” vote on compensation of named executive officers as well as a “say on frequency” vote every six years
Board authority
Current Governance		Future governance
Stockholders have pre-emptive rights to participate pro rata in new share issuances, except in specific cases; stockholders annually authorize the Board to exclude these rights for issuances within the Board’s authority		Pre-emptive rights will be removed considering such provisions are very uncommon for issuers in the United States
The Board may issue shares up to 10% of the issued capital without further approval, while		The requirement for stockholder authorization to issue greater than 10% of issued capital will be

issuances above this threshold require stockholder authorization unless justified by capital protection needs or pre-existing rights		removed as annual limits on the board’s ability to issue equity are not a common feature of the charter documents of Delaware corporations in the S&P 400 However, NYSE rules require stockholder approval of issuances in excess of 20% of the outstanding capital in ordinary circumstances and for issuances of 5% and 1% involving certain related parties
The Board may propose a final dividend at its discretion, subject to stockholder approval by simple majority at the AGM		Stockholder approval requirement for final dividends will be removed considering such provisions are very uncommon in the United States
Stockholder authorization is required for Board acquiring own shares.		Stockholder authorization requirement for acquiring own shares will be removed considering such provisions are very uncommon in the United States
Capital
Current Governance		Future governance
Aegon has an authorized capital comprising of Common Shares and Common Shares B		Eliminate Common Shares B and associated special cause voting construct and convert all outstanding Common Shares B on a 40 to 1 basis into Common Shares in accordance with conversion ratio set-out in current bye-laws. Authorize a new class of preferred stock with terms (including powers, preferences and rights) to be determined by the Board.

Other stockholder rights
Current Governance		Future governance
Stockholders holding at least 1% (or 100 collectively) may place items on the meeting agenda		Right of stockholders holding at least 1% (or 100 collectively) to put item on agenda will be removed However, the company’s transition to SEC proxy rules, including Rule 14a-8, will ease stockholder access to submit proposals for the (annual) meeting
Stockholders representing 10% of the shares have right to call a stockholders meeting.		Stockholders right to call a special meeting will be maintained but will be subject to appropriate advance notice and formal procedural requirements
Mandatory offer provision requiring that stockholder(s) that acquire 30% or more of the shares in Aegon are required to make a bid on all outstanding shares		If interested stockholder acquires ≥ 15% of the voting without prior approval of the board, it may not engage in a business combination for three years unless 2/3 of the shares not owned by it approve the business combination
Stockholder approval is required for certain major transactions		The requirement to approve major transactions will be removed, albeit that Delaware law provides for mandatory stockholder approval requirements for mergers and sales of all or substantially all assets (currently included in bye-law 43a) Furthermore, stockholder approval requirements of the NYSE Rules in relation to acquisitions involving ≥ 20% stock consideration will apply upon becoming domestic issuer
Mergers, amalgamations, continuations and amendments to our bye-laws require the approval of the Board and the stockholders		Mergers require both board and stockholder approval under Delaware law Board can amend bylaws unilaterally and the stockholders should be able to amend the bylaws by majority vote
Stockholders annually appoint auditor on proposal of Board		As a result of becoming a domestic issuer appointment of auditor will vest exclusively in audit committee

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 domestication and continuation of Aegon as a Delaware corporation (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 in Q4 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

Participants in the Solicitation

Aegon, its directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from Aegon’s securityholders in respect of the proposed transactions under the rules of the SEC. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of Aegon’s securityholders. in connection with the proposed Redomiciliation, including a description of their respective direct or indirect interests, by security holdings or otherwise, is included in the Proxy Statement/Prospectus described above. Additional information regarding Aegon’s directors and executive officers regarding the interests of such potential participants is also included in Aegon’s 20-F, which was filed with the SEC on March 30, 2026. This document is available free of charge as described from the SEC’s website at www.sec.gov.

Forward-looking statements

This communication contains certain forward-looking statements with respect to the financial condition, results of operations and business of Aegon, and certain of its plans and objectives with respect to these items, and in particular with respect to the change of legal domicile. By their nature, forward-looking statements involve risk and uncertainty, because they relate to future events and circumstances, and there are many factors that could cause actual results and developments to differ materially from those expressed or implied by forward-looking statements, including, without limitation, (i) the proposed Redomiciliation may not be completed in a timely manner or at all; (ii) the failure to realize the anticipated benefits of the proposed Redomiciliation; (iii) the possibility that any or all of the various conditions to the consummation of the proposed Redomiciliation may not be satisfied or waived; (iv) the effect of the pendency of the proposed Redomiciliation on our ability to retain and hire key personnel, or its operating results and business generally and (v) the effects of the proposed Redomiciliation on trading, liquidity and the price of Aegon’s securities and other important factors described in the section titled “Risk Factors” in Aegon’s 2025 Annual Report on Form 20-F for more details. Aegon disclaims any obligation to update or revise any forward-looking statements contained in these documents, other than to the extent required by applicable law.

FAQ

What is Aegon (AEG) proposing in its planned U.S. redomiciliation?

Aegon proposes redomiciling as a Delaware corporation and aligning its headquarters, legal domicile, tax residency, accounting standards, and governance with its U.S. business. Transamerica now represents about 70% of operations, so the new structure focuses on U.S. legal and market requirements.

How will Aegon (AEG) change its capital structure under the new governance framework?

Aegon plans to eliminate its Common Shares B and convert all outstanding Common Shares B into Common Shares on a 40-to-1 basis, creating a single class with equal voting rights. It will also authorize a new class of preferred stock with terms determined by the board.

What board and voting changes is Aegon (AEG) considering after redomiciling?

Aegon would move from a staggered board to annual elections after current terms, with the full board up for annual election by 2030. Supermajority requirements for shareholder-proposed director elections and removals would be replaced by majority voting in uncontested and plurality voting in contested elections.

How will shareholder rights at Aegon (AEG) change regarding meetings and proposals?

The right of shareholders holding at least 1% (or 100 collectively) to place items on the agenda will be removed. Instead, Aegon will rely on SEC proxy rules, including Rule 14a-8, while maintaining a shareholder right to call special meetings subject to advance notice and procedural requirements.

What takeover and business combination rules will apply to Aegon (AEG) after redomiciliation?

The current mandatory offer provision at 30% ownership would be replaced. If an interested shareholder acquires at least 15% of voting power without prior board approval, it cannot enter a business combination for three years unless two-thirds of the unowned shares approve the transaction.

When will Aegon (AEG) seek shareholder approval for the redomiciliation?

Aegon plans to file a Form F-4 with a Proxy Statement/Prospectus and then call an extraordinary general meeting in Q4 2026. Shareholders will vote on the proposed redomiciliation after receiving and reviewing these SEC-filed materials.

How will Aegon (AEG) handle executive and director compensation governance after redomiciling?

Director compensation will be set by the board’s compensation committee, with NYSE rules requiring shareholder approval of equity plans. Aegon also aims to hold annual non-binding “say on pay” votes for named executive officers and a “say on frequency” vote every six years.