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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 14)*
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AEGON LTD. (Name of Issuer) |
Common Shares, par value EUR 0.12 per share (Title of Class of Securities) |
(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) |
08/25/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 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)
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| 6 | Citizenship or place of organization
NETHERLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
264,665,203.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
18.01 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| 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. 14 ("Amendment No. 14") 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 3. | Source and Amount of Funds or Other Consideration | |
Item 3 to the Schedule 13D is hereby amended and supplemented as follows:
The information set forth in Item 4 below with respect to the Conversion (as defined below) is incorporated herein by reference. | ||
| Item 4. | Purpose of Transaction | |
Item 4 to the Schedule 13D is hereby amended and supplemented as follows:
2026 Voting Undertaking
On August 25, 2026, the Reporting Person and the Issuer entered into a voting undertaking (the "2026 Voting Undertaking") relating to the Issuer's proposed redomiciliation from Bermuda to Delaware by way of a continuation into Transamerica Inc. (the "Delaware Redomiciliation") at an extraordinary general meeting currently anticipated to be held on October 8, 2026 (the "EGM"). At the EGM, shareholders of the Issuer will be asked to approve (i) the Delaware Redomiciliation, (ii) with effect from, and subject to, the completion of the VA Split, the amended and restated bye-laws (the "Interim Bye-Laws"), (iii) the termination of the Voting Rights Agreement, (iv) the Transamerica Inc. organizational documents, (v) the Conversion (as defined below), (vi) the Aegon Ltd. 2027 Omnibus Incentive Plan and (vii) a proposal to adjourn the EGM if necessary (together, the "Resolutions").
Under the 2026 Voting Undertaking, the Reporting Person has agreed to vote all of its Common Shares and Common Shares B (based on one vote per 40 Common Shares B) in favor of the Resolutions, subject to the board's fiduciary duties. The 2026 Voting Undertaking further provides that (i) with effect from, and subject to, the completion of the VA Split, the Issuer will issue 8,197,130 Common Shares to the Reporting Person as consideration for the Issuer's acquisition of the Reporting Person's 327,885,200 Common Shares B, on a 40 for 1 basis (the "Conversion"), following which no Common Shares B will remain outstanding and the Reporting Person will no longer be entitled to exercise full voting power upon a Special Cause, and (ii) the 1983 Amended Merger Agreement and the Voting Rights Agreement will terminate, and the Call Option will be extinguished, with effect from the date the Interim Bye-Laws take effect.
The foregoing description is qualified in its entirety by the 2026 Voting Undertaking, attached as an exhibit hereto 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 1,469,554,216 Common Shares outstanding as of August 25, 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 2026 Voting Undertaking 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 in this Schedule 13D, 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 10:
Voting Undertaking, dated as of August 25, 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.
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