Form SCHEDULE 13D/A AEGON LTD. Filed by: Vereniging Aegon
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 13)*
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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) |
05/27/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
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
265,681,483.00 | ||||||||
| 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)
17.92 % | ||||||||
| 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. 13 ("Amendment No. 13") 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 4. | Purpose of Transaction | |
Item 4 to the Schedule 13D is hereby amended and supplemented as follows:
Framework Agreement
On May 27, 2026, the Reporting Person and the Issuer entered into a framework agreement (the "Framework Agreement"). The Framework Agreement provides for, among other things, (i) the transfer by the Reporting Person of EUR 500 million and certain charity agreements and interests to a newly incorporated Dutch charitable foundation (the "VA Split"), (ii) the governance arrangements with respect to the Reporting Person after the VA Split and (iii) the terms of how the Reporting Person's assets shall be liquidated in the event of a liquidation of the Reporting Person. The VA Split will not involve any disposition of Common Shares by the Reporting Person. Following the VA Split, the Reporting Person will be renamed "Vereniging Aegon Americas."
The foregoing description of the Framework Agreement does not purport to be complete and is qualified in its entirety by the full text thereof, which is attached as an exhibit to this Schedule 13D 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 1,482,375,744 Common Shares outstanding as of May 27, 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 Framework Agreement 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 herein, 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 9:
Framework Agreement, dated as of May 27, 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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ATTACHMENTS / EXHIBITS