Aegon Outlines U.S. Redomiciliation and Rebranding to Transamerica Ahead of Shareholder Vote

Overview of Filing

On September 18, 2026, Aegon Ltd. filed a communication pursuant to Rule 425 under the Securities Act of 1933 related to its registration statement on Form F-4. The filing contains an investor presentation for the upcoming Extraordinary General Meeting (EGM) of Shareholders scheduled virtually for October 8, 2026 (voting deadline October 1, 2026).

Strategic Highlights & Redomiciliation Details

1. U.S. Redomiciliation & Corporate Reorganization:

   • Jurisdiction Shift: Moving legal domicile from Bermuda to Delaware to align regulatory, legal, tax, and accounting frameworks with the U.S., where Transamerica represents ~80% of operations post-sale of Aegon UK to Standard Life (expected to close late 2026).
   • Name & HQ Change: Rebranding from Aegon Ltd. to Transamerica Inc. and moving corporate headquarters to New York.
   • Listing: The New York Stock Exchange (NYSE) will become the primary listing, while retaining a secondary listing on Euronext Amsterdam.
   • Target Completion: Full reincorporation and reporting under U.S. GAAP expected by January 2028.

2. Corporate Governance & Capital Structure Modernization:

   • Dual-Class Elimination: Terminating the Special Cause Voting construct with major shareholder Vereniging Aegon (VA). VA’s Common Shares B will convert at a 40:1 ratio into common stock, aligning its voting power directly with its ~18% economic ownership.
   • Board Declassification: Phased elimination of staggered board terms, moving to annual director elections starting in 2028, with all directors standing annually by 2030.
   • Voting Standards: Replacing the two-thirds voting requirement in contested elections with majority voting standards in uncontested elections.

3. Omnibus Incentive Plan:

   • Seeking shareholder approval for a 50 million share reserve (~2.8% dilution of current shares outstanding) to cover at least three years of equity grants.
   • Features double-trigger change-in-control vesting, no evergreen provisions, no option repricing without shareholder approval, and a three-year vesting framework for executive performance share units (PSUs).

Market & Trading Significance

This filing does not reflect insider open-market transactions, but rather represents a pivotal strategic transformation. By transforming into a pure-play U.S. retirement and life insurance company under the Transamerica brand, Aegon aims to improve valuation multiples, broaden access to U.S. equity indices, enhance liquidity on U.S. capital markets, and eliminate structural governance discounts.