AEG 6-K
Aegon Ltd. (AEG)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES
EXCHANGE ACT OF 1934
For the month of October 2026
Commission File Number: 001-10882
Aegon Ltd
(Translation of registrant's
name into English)
| Aegon Limited An exempted company with liability limited by shares www.aegon.com | Statutory seat Canon’s Court 22 Victoria Street Hamilton HM 12 Bermuda | Principle place of business World Trade Center Schiphol Boulevard 223 1118 BH Schiphol The Netherlands | Bermuda Registrar of Companies number: 202302830 (September 30, 2023) Dutch Chamber of Commerce number: 27076669 Aegon Limited is a non-resident company under the Dutch 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 [ X ] Form 40-F [ ]
SIGNATURES
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: October 8, 2026 | /s/ J.O. van Klinken | |
| J.O. van Klinken | ||
| Executive Vice President and General Counsel | ||
Aegon EGM approves Redomiciliation and Omnibus Incentive Plan
Schiphol, October 8, 2026 - Aegon Ltd.’s Extraordinary General Meeting of Shareholders (EGM) today approved both the Redomiciliation and the Omnibus Incentive Plan proposal, giving Aegon the mandate to proceed with its redomiciliation to the US.
Consequently, Aegon expects to proceed on October 15, 2026, with the repurchase of all outstanding Common Shares B held by Vereniging Aegon in exchange for common shares with equal voting rights on a 40-to-1 basis, upon completion of which the interim bye-laws approved at today's EGM will become effective. These changes form part of an agreement with Aegon’s largest shareholder, Vereniging Aegon, as previously announced on May 28, 2026 and included in the Shareholder Circular published on August 26, 2026.
From that date, Vereniging Aegon will be renamed Vereniging Aegon Americas and will continue to hold a stake of approximately 18.4% in Aegon. The charitable activities of Vereniging Aegon in the Netherlands will continue under the flag of a newly established Stichting Aegon Fonds Nederland.
Full details of the resolutions approved during the EGM can be found on the Aegon website.
Aegon also announced today that it will hold its Capital Markets Day on December 9, 2027, in New York City.
Copies of the amended bye-laws approved at the EGM are available on Aegon's website and have been filed with the SEC on a Form 6-K.
Contacts
| Media relations | Investor relations |
| Carolien van der Giessen | Yves Cormier |
| +31 611 953 367 | +44 782 337 1511 |
| [email protected] |
[email protected] |
About Aegon
Aegon is an international financial services holding company. Aegon’s ambition is to become a leading
US life insurance, annuity, and retirement group with international insurance and asset management subsidiaries. Aegon’s portfolio
of businesses includes fully-owned businesses in the United States and a global asset manager. On April 15, 2026, Aegon announced an agreement
to sell its insurance platform in the UK, Aegon UK, and expects to complete the transaction around the end of 2026. Via insurance joint-ventures
in Spain & Portugal, China, and Brazil, and via asset management partnerships in France and China, Aegon creates value by combining
Aegon’s international expertise with strong local partners. In addition, Aegon owns a Bermuda-based life insurer and generates value
via a strategic shareholding in a market leading Dutch insurance and pensions company.
Aegon’s purpose of helping people live their best lives runs through all its activities. As a leading global investor and employer, Aegon seeks to have a positive impact by addressing critical environmental and societal issues. Aegon is headquartered in Schiphol, the Netherlands, domiciled in Bermuda, and listed on Euronext Amsterdam and the New York Stock Exchange. More information can be found on aegon.com.
Forward-looking statements
The statements contained in this document that are not historical facts are forward-looking
statements as defined in the US Private Securities Litigation Reform Act of 1995. The following are words that identify such forward-looking
statements: aim, believe, estimate, target, focus, intend, may, expect, anticipate, predict, project, counting on, plan, continue, want,
forecast, goal, should, would, could, is confident, will, and similar expressions as they relate to Aegon. These statements may contain
information about financial prospects, economic conditions and trends and involve risks and uncertainties. In addition, any statements
that refer to sustainability, environmental and social targets, commitments, goals, efforts and expectations and other events or circumstances
that are partially dependent on future events are forward-looking statements. These statements are not guarantees of future performance
and involve risks, uncertainties and assumptions that are difficult to predict. Aegon undertakes no obligation, and expressly disclaims
any duty, to publicly update or revise any forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking
statements, which merely reflect the company’s expectations at the time of writing. Actual results may differ materially and adversely
from expectations conveyed in forward-looking statements due to changes caused by various risks and uncertainties. Such risks and uncertainties
include, but are not limited to, the following:
- Changes in general economic and/or governmental conditions, particularly in Bermuda, the United States, the United Kingdom and, in relation to Aegon’s shareholding in ASR Nederland N.V., and Aegon’s asset management business, the Netherlands.
- Civil unrest, (geo-) political tensions, military action or other instability in countries or geographic regions that affect our operations or that affect global markets.
- Changes in the performance of financial markets, including emerging markets, such as:
- The frequency and severity of defaults by issuers in Aegon’s fixed income investment portfolios.
- The effects of corporate bankruptcies and/or accounting restatements on the financial markets and the resulting decline in the value of equity and debt securities Aegon holds.
- The effects of declining creditworthiness of certain public sector securities and the resulting decline in the value of government exposure that Aegon holds.
- The impact from volatility in credit, equity, and interest rates.
- Changes in the performance of Aegon’s investment portfolio and a decline in the ratings of Aegon’s counterparties.
- The effect of tariffs and potential trade wars on trading markets and on economic growth, both globally and in the markets where Aegon operates.
- The lowering of one or more of Aegon’s debt ratings issued by recognized rating organizations and the adverse impact such action may have on Aegon’s ability to raise capital and on its liquidity and financial condition.
- The lowering of one or more insurer financial strength ratings of Aegon’s insurance subsidiaries and the adverse impact such action may have on the written premium, policy retention, profitability and liquidity of its insurance subsidiaries.
- The effect of applicable Bermuda solvency requirements, the European Union’s Solvency II requirements, and applicable equivalent solvency requirements and other regulations in other jurisdictions, in particular the United States, affecting the capital Aegon is required to maintain and our ability to pay dividends.
- Changes in the European Commission’s or European regulator’s position on the equivalence of the supervisory regime for insurance and reinsurance undertakings in force in Bermuda.
- Changes affecting interest rate levels and low or rapidly changing interest rate levels.
- Changes affecting currency exchange rates, in particular the EUR/USD and EUR/GBP exchange rates.
- The effects of global inflation, or inflation in the markets where Aegon operates.
- Changes in the availability of, and costs associated with, liquidity sources, such as bank and capital markets funding, as well as conditions in the credit markets in general, such as changes in borrower and counterparty creditworthiness.
- Increasing levels of competition, particularly in the United States, the United Kingdom, emerging markets and, in relation to Aegon’s shareholding in ASR Nederland N.V. and Aegon’s asset management business, the Netherlands.
- Catastrophic events, either manmade or by nature – including, for example, acts of God, acts of terrorism, acts of war and pandemics – could result in material losses and significantly interrupt Aegon’s business.
- The frequency and severity of insured loss events.
- Changes affecting longevity, mortality, morbidity, persistence and other factors that may impact the profitability of Aegon’s insurance products and management of derivatives.
- Aegon’s projected results, which are highly sensitive to complex mathematical models of financial markets, mortality, longevity, and other dynamic systems that are subject to shocks and unpredictable volatility. Should assumptions to these models later prove incorrect or should errors in those models escape the controls in place to detect them, future performance will vary from projected results.
- Reinsurers to whom Aegon has ceded significant underwriting risks may fail to meet their obligations.
- Changes in customer behavior and public opinion in general related to, among other things, the type of products Aegon sells, including legal, regulatory or commercial necessity to meet changing customer expectations.
- Customer responsiveness to both new products and distribution channels.
- Third-party information used by Aegon, which may prove to be inaccurate and/or change over time (as methodologies and data availability and quality continue to evolve) and therefore impact our results and disclosures.
- Operational risks (such as system disruptions or failures, security or data privacy breaches, cyberattacks, human error, failure to safeguard personally identifiable information, changes in operational practices or inadequate controls including with respect to third parties with which Aegon does business) which may disrupt Aegon’s business, damage its reputation and adversely affect its results of operations, financial condition and cash flows.
- Aegon’s failure to swiftly, effectively, and securely adapt and integrate emerging technologies.
- The impact of acquisitions and divestitures, restructurings, product withdrawals and other unusual items, including Aegon’s ability to complete, or obtain regulatory approval for, acquisitions and divestitures, integrate acquisitions, and realize anticipated results from such transactions, and its ability to separate businesses as part of divestitures. In particular, in relation to the proposed Redomiciliation, (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.
- Aegon’s failure to achieve anticipated levels of earnings or operational efficiencies, as well as other management initiatives related to cost savings, Cash Capital at Holding, gross financial leverage and free cash flow.
- Changes in the policies of central banks and/or governments.
- Litigation or regulatory action that could require Aegon to pay significant damages or change the way Aegon does business.
- Competitive, legal, regulatory, or tax changes that affect profitability, the distribution cost of, or demand for, Aegon’s products.
- The consequences of an actual or potential break-up of the European Monetary Union in whole or in part and the potential consequences of European Union countries leaving the European Union.
- Changes in laws and regulations, or the interpretation thereof by regulators and courts, including as a result of comprehensive reform or shifts away from multilateral approaches to regulation of global or national operations, particularly regarding those laws and regulations related to ESG matters, those affecting, for example, the ability of Aegon’s operations to hire and retain key personnel, the taxation of Aegon companies, the products Aegon sells, the attractiveness of certain products to its consumers and Aegon’s intellectual property.
- Regulatory changes relating to the pensions, investment, insurance industries and enforcing adjustments in the jurisdictions in which Aegon operates.
- Standard setting initiatives of supranational standard setting bodies, such as the Financial Stability Board and the International Association of Insurance Supervisors, or changes to such standards that may have an impact on regional (such as EU), national (such as Bermuda) or US federal or state level financial regulation or the application thereof to Aegon.
- Changes in accounting regulations and policies or a change by Aegon in applying such regulations and policies, voluntarily or otherwise, which may affect Aegon’s reported results, shareholders’ equity or regulatory capital adequacy levels.
- Rapid changes in the landscape for ESG responsibilities, which lead to potential challenges by private parties and governmental authorities, and/or changes in ESG standards and requirements, including assumptions, methodology and materiality, or a change by Aegon in applying such standards and requirements, voluntarily or otherwise, that may affect Aegon’s ability to meet evolving standards and requirements, or Aegon’s ability to meet its sustainability and ESG-related goals, or related public expectations, which may also negatively affect Aegon’s reputation or the reputation of its board of directors or its management.
- Unexpected delays, difficulties, and expenses in executing against Aegon’s environmental, climate, or other ESG targets, goals and commitments, and changes in laws or regulations affecting us, such as changes in data privacy, environmental, health and safety laws.
- Reliance on third-party information in certain of Aegon’s disclosures, which may change over time as methodologies and data
availability and quality continue to evolve. These factors, as well as any inaccuracies in third-party information used by Aegon, including
in estimates or assumptions, may cause results to differ materially and adversely from statements, estimates, and beliefs made by Aegon
or third parties. Moreover, Aegon’s disclosures based on any standards may change due to revisions in framework requirements, availability
of information, changes in its business or applicable governmental policies, or other factors, some of which may be beyond Aegon’s
control. Additionally, Aegon's discussion of various ESG and other sustainability issues in this document or in other locations, including
on our corporate website, may be informed by the interests of various stakeholders, as well as various ESG standards, frameworks, and
regulations (including for the measurement and assessment of underlying data). As such, our disclosures on such issues, including climate-related
disclosures, may include information that is not necessarily "material" under US securities laws for SEC reporting purposes, even if we
use words such as "material" or "materiality" in relation to those statements. ESG expectations continue to evolve, often quickly, including
for matters outside of our control; our disclosures are inherently dependent on the methodology (including any related assumptions or
estimates) and data used, and there can be no guarantee that such disclosures will necessarily reflect or be consistent with the preferred
practices or interpretations of particular stakeholders, either currently or in future.
This document contains information that qualifies, or may qualify, as inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation (596/2014). Further details of potential risks and uncertainties affecting Aegon are described in its filings with the Netherlands Authority for the Financial Markets and the US Securities and Exchange Commission, including the 2024 Integrated Annual Report. These forward-looking statements speak only as of the date of this document. Except as required by any applicable law or regulation, Aegon expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Aegon’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
Attachment
- 20261008_PR_Aegon EGM approves Redomiciliation and Omnibus Incentive Plan (https://ml-eu.globenewswire.com/Resource/Download/c10e0e51-e152-497a-9b9f-3860d19230f9)