Form 20-F/A AEGON LTD. For: Dec 31
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 20-F/A
(Amendment No. 1)
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(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
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(Exact name of Registrant as specified in its charter)
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Not Applicable
(Translation of Registrant’s name into English)
(Jurisdiction of incorporation or organization)
(Address of principal executive offices)
Chief Financial Officer
Aegon Ltd.
The Netherlands
+31 -70 -3447305
(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 | ||
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)
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
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☐
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.
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Yes ☒
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.
☒
☐
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). ☒
☐
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. ☒
☐
Accelerated filer ☐
Non-accelerated filer
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.
☐
†
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).
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Indicate by checkmark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
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U.S. GAAP ☒
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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.
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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 EXPLANATORY NOTE
This Amendment No. 1 (“Amendment No. 1”) to the Annual Report on Form the Securities Exchange Act of 1934, as amended.
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
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
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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. |
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ATTACHMENTS / EXHIBITS