aegon Annual Report on Form 20-F 2025
Cross reference to Form 20-F requirements
Page
Identity of Directors, Senior Management and Advisers
Not applicable
Offer Statistics and Expected Timetable
Key Information
A. [Reserved]
B. Capitalization and indebtedness
C. Reasons for the offer and use of proceeds
D. Risk factors
Risk factors Aegon Ltd.
276
Information on the Company
A. History and development of the Company
Contact
6
Welcome
7
Who we are
10
Milestones
12
Our strategy
19
Report of the Board of Directors
64
Regulation and supervision
95
Notes to the CFS: 1 General information
110
Notes to the CFS: 42 Companies and businesses acquired and divested
232
B. Business overview
Our purpose
9
Our performance
37
Notes to the CFS: 5 Segment information
154
Business overviews
260
Compliance with regulations
296
C. Organizational structure
Notes to the CFS: 43 Group companies
233
Overview of Americas - Organizational structure
Overview of United Kingdom - Organizational structure
267
Overview of International - Organizational structure
270
Overview of Aegon Asset Management - Organizational structure
274
D. Property, plants and equipment
Property, plants and equipment
Unresolved Staff Comments
Operating and Financial Review and Prospects
A. Operating results
Notes to the CFS: 4.3.3 Currency exchange rate risk
151
B. Liquidity and capital resources
Capital and liquidity management
89
Notes to the CFS: 4.4 Liquidity risk
152
Notes to the CFS: 18 Cash and cash equivalents
176
Notes to the CFS: 20 Derivatives
178
Notes to the CFS: 27 Subordinated borrowings
194
Notes to the CFS: 28 Trust pass-through securities
Notes to the CFS: 31 Borrowings
208
Notes to the CFS: 35 Other liabilities
216
Notes to the CFS: 37 Capital management and solvency
Notes to the CFS: 39 Commitments and contingencies
227
Group dividend policy
297
C. Research and development, patent and licenses etc.
D. Trend information
E. Critical Accounting Estimates
Notes to the CFS: 3 Critical accounting estimates and judgment in applying accounting policies
131
Notes to the CFS: 4.2.6 Expected credit losses
140
Notes to the CFS: 4.3 Market risk
148
Notes to the CFS: 29.3 Critical judgments and estimates
201
Directors, Senior Management and Employees
A. Directors and senior management
Composition of the Executive Committee and Board of Directors
56
Report of the Board of Directors: Composition of the Board
65
B. Compensation
Remuneration Report
70
Notes to the CFS: 13 Other operating expenses
171
Notes to the CFS: 33 Defined benefit plans
209
Notes to the CFS: 44 Related party transactions
234
C. Board practices
Corporate Governance
50
Remuneration Report: Terms of Engagement
76
D. Employees
Employees and labor relations
E. Share ownership
F. Disclosure of a registrant’s action to recover erroneously awarded compensation
Major Shareholders and Related Party Transactions
A. Major shareholders
Corporate Governance: Significant shareholdings
52
Major shareholders
256
B. Related party transactions
C. Interest of experts and counsel
Financial Information
A. Consolidated Statements and Other Financial Information
Consolidated financial statements of Aegon Ltd.
104
Notes to the consolidated financial statements
Financial statements of Aegon Ltd.
237
Notes to the financial statements of Aegon Ltd.
239
Schedules
246
Auditor’s report on the Annual Report on Form 20-F
250
B. Significant Changes
Notes to the CFS: 45 Events after the reporting period
236
The Offer and Listing
A. Offer and listing details
B. Plan of distribution
C. Markets
D. Selling shareholders
E. Dilution
F. Expenses of the issue
Additional Information
A. Share capital
B. Memorandum and articles of association
Memorandum and Bye-Laws
298
C. Material contracts
Material contracts
301
D. Exchange controls
Exchange controls
E. Taxation
United States tax consequences to holders of shares
F. Dividends and paying agents
G. Statement by experts
H. Documents on display
I. Subsidiary Information
J. Annual report to security holders
Quantitative and Qualitative Disclosures About Market Risk
Risk management
82
Notes to the CFS: 4 Financial risks
133
Notes to the CFS: 29.4 Underwriting risk
206
Description of Securities Other than Equity Securities
Defaults, Dividend Arrearages and Delinquencies
Material Modifications to the Rights of Security Holders and Use of Proceeds
Controls and Procedures
Controls and procedures
98
Audit committee financial expert
Report of the Board of Directors: The Audit committee
67
Code of Ethics
Code of Conduct
97
Principal Accountant Fees and Services
Principal accountant fees and services
304
Exemptions from the Listing Standards for Audit Committees
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Purchases of equity securities by Aegon Ltd.
305
Change in Registrant’s Certifying Accountant
Differences between Bermuda and US company laws
300
Aegon website “New York Stock Exchange Listing Standards”
Mine Safety Disclosure
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Insider Trading Policies
Insider dealing policy
307
Cybersecurity
Financial Statements
Exhibits
310
Notes to the CFS - Notes to the consolidated financial statements
Head office
Aegon Ltd.
World Trade Center Schiphol
Schiphol Boulevard 223
1118 BH Schiphol
The Netherlands
www.aegon.com
Investor relations
E-mail: ir@aegon.com
Media relations
E-mail: gcc@aegon.com
Agent for service in the United States of America
Andrew S. Williams
E-mail: Andrew.S.Williams@transamerica.com
Colophon
Consultancy and design: DartDesign, Amsterdam (NL)
Editing and production: Aegon Corporate Communications (NL)
Typesetting: DartDesign, Amsterdam (NL)
6 | Annual Report on Form 20-F 2025
Welcome to Aegon Ltd.’s Annual Report on Form 20-F (Annual Report) 2025, which provides an overview of how we managed our business during the past year. The report outlines our strategy, and sustainability approach. We describe the material topics that were identified through our double materiality assessment (DMA) process, and explains how we address them through our purpose and strategy to steer our business and create long-term value for our stakeholders. The DMA uses standards that differ from, and are generally broader than, the definition of materiality for Aegon’s SEC reporting obligations. The report also contains Aegon Ltd.’s 2025 consolidated financial statements and 2025 standalone financial statements, which are prepared in accordance with the requirements of the International Financial Reporting Standards (IFRS), as issued by the IASB.
The report also conforms to Bermuda laws and regulations. On December 31, 2025, Aegon qualified as a non-resident company under the Dutch Act on Non-Resident Companies. Consequently, this report has been drawn up in line with the applicable requirements set out in Title 9 of Book 2 of the Dutch Civil Code. In line with these requirements, the Board Report consists of the chapters “About Aegon” and “Governance and risk management.”
Throughout this document, Aegon Ltd. is also referred to as either “Aegon,” “the Holding,” or “the company.” For the purposes of this report, “group companies” shall mean, with respect to Aegon Ltd., those entities consolidated in accordance with IFRS.
References to “NYSE” and “SEC” relate to the New York Stock Exchange and the U.S. Securities and Exchange Commission, respectively. This report uses “EUR” and “euro” when referring to the lawful currency of European Monetary Union member states; “USD” and “US dollar” when referring to the lawful currency of the United States; and “GBP,” “UK pound,” and “pound sterling” when referring to the lawful currency of the United Kingdom.
Aegon Ltd.’s SEC filings can be accessed on the SEC’s website at www.sec.gov. These filings and other documents and information about Aegon are also available on our website (www.aegon.com). We regularly share material financial information through our website, SEC filings, press releases, conference calls, webcasts, and social media. Information on these channels may be considered material; therefore, we encourage stakeholders to review them. The information on our website and social media channels is not incorporated by reference in this report.
If you have any comments or suggestions regarding this report, please contact our headquarters in Schiphol, the Netherlands. Contact details can be found at www.aegon.com.
Annual Report on Form 20-F 2025 | 7
Contents
07
About
Aegon
47
Governance and
risk management
101
Financial
information
308
Disclaimer
8 | Annual Report on Form 20-F 2025
As many people live for longer, the idea of a fixed, three-stage life – education, work, and retirement – no longer applies. Today, people increasingly mix periods of study, work, and career breaks, with new beginnings blending into countless combinations. Longer lives are not just about adding years, but also gaining the freedom to explore more opportunities.
These changes bring both challenges and possibilities. Whereas earlier generations often expected to slow down in retirement, many people today look forward to their later years being some of the most rewarding. Realizing that potential, however, requires more than just optimism: financial empowerment is key.
For Aegon, financial empowerment is central. Without the ability to plan, insure, and invest with confidence, opportunities can remain out of reach. By offering solutions that support financial security and flexibility, we help people make choices that fit their circumstances, whether that means pursuing a new career path, supporting their family, or enjoying retirement on their own terms. Social empowerment strengthens this foundation, giving people the networks, connections, and the sense of belonging that will help them thrive as they live longer lives.
And while health and vitality are part of the picture, our greatest contribution as an insurance and financial services company is to strengthen the financial foundations that enable people to take control of their future and realize these possibilities.
Across our markets, people are seeking partners they can trust to help them navigate this new reality. At Aegon, we are committed to being that partner. Through our businesses, we support the shift from the traditional three-stage life to a multi-stage one, enabling people from all walks of life to shape their journeys with confidence.
That is why we are guided and united by a single, clear purpose: Helping people live their best lives.
Annual Report on Form 20-F 2025 | 9
Aegon is an international financial services group, with origins dating back to the first half of the 19th century, that helps millions of people plan, protect, and invest for their future. Through our businesses and partnerships, we offer life insurance, retirement, and asset management solutions that give people the confidence to live their best lives.
Headquartered in Schiphol, the Netherlands, and domiciled in Hamilton, Bermuda, Aegon operates businesses that reflect our purpose and our commitment to creating long- term value for our customers, shareholders, employees, and society.
Business overview
Aegon’s portfolio includes fully owned businesses in the Americas and the United Kingdom, a global asset manager, and a life insurer that serves affluent and high-net-worth individuals predominantly in Asia. Aegon also has insurance joint ventures in Spain & Portugal, China, and Brazil, and asset management partnerships in France and China, as well as a strategic shareholding in the Dutch insurance company a.s.r.
Aegon allocates capital toward profitable opportunities across these markets and leverages the talent, knowledge, processes, and technologies of its different businesses. Aegon derives its revenue and earnings from insurance premiums, investment returns, fees, and commissions. Aegon is growing its direct and affiliated distribution capabilities to engage directly with customers.
Customers 1
24.9 million
Weighted average carbon intensity 2 (tCO2e/EURm revenue)
219
Operating result 3,5
EUR 1,702 million
Cash Capital at Holding 1
EUR 1.3 billion
Annual employee engagement score 4
76%
Free cash flow 3
EUR 829 million
Revenue-generating investments 1
EUR 892 billion
At year end.
Weighted average carbon intensity (WACI) of corporate fixed income and listed equity general account assets.
Full year result.
Refer to the Creating Sustainable Value chapter in the Employees section and onward for further information.
Non-IFRS financial measure. For reconciliation to the most directly comparable IFRS measure, see note 5 Segment information.
10 | Annual Report on Form 20-F 2025
Our businesses
In the Americas, Aegon operates primarily under two brands. The first, Transamerica, is a leading provider of life insurance, retirement, and investment solutions in the United States. The business serves millions of customers with a strong track record of making financial services available to the many, not just the few. Transamerica’s four business segments – Distribution, Savings & Investments, Protection Solutions, and Financial Assets – reflect this strategy.
The second brand is World Financial Group (WFG), an affiliated network of over 95,000 licensed agents who provide access to life insurance and investment products across the United States and Canada.
In the United Kingdom, Aegon aims to become a leading digital savings and retirement platform provider in the workplace and advisor markets. The company offers a broad range of solutions to individuals, advisors, and employers. Aegon UK serves its customers through a combination of workplace and retail financial advisors.
In Spain & Portugal, Aegon has a strategic partnership with Banco Santander to distribute life, health, and non-life insurance products through the bank’s branches, with Aegon owning a 51% stake in the joint venture. Aegon’s own distribution channel offers life insurance, health insurance, and pension products.
In China, Aegon owns a 50% stake in Aegon THTF Life Insurance Company, which offers life insurance solutions through a network of branches.
In Brazil, Aegon has a 59.2% economic interest and 50% of voting common shares in Mongeral Aegon Group (MAG Seguros), the country’s third-largest independent life insurer. MAG Seguros offers individual protection solutions. Together with Banco Cooperativo do Brasil (Bancoob), MAG Seguros also operates a joint venture company dedicated to providing life insurance and pension products within the Sicoob, Brazil’s largest cooperative financial system.
Transamerica Life (Bermuda) provides life insurance solutions to affluent and high-net-worth individuals, mainly in Asia, through offices in Hong Kong and Singapore. This business is supported by a recently opened representative office in Dubai.
Aegon Asset Management (Aegon AM) is a global investment manager providing solutions across fixed income, equities, multi-asset, and alternative investments. The business focuses on long-term investment performance for its clients, leveraging deep expertise in retirement- related and sustainable investment solutions.
Aegon AM operates through local subsidiaries and partnerships. It has long-standing joint businesses, including Aegon Industrial Fund Management Company in China (where Aegon owns a 49% stake) and La Banque Postale Asset Management (LBP AM) in France (where Aegon AM owns a 25% stake).
In the Netherlands, Aegon owns a strategic shareholding in a.s.r. following the 2023 transaction to combine Aegon Nederland with a.s.r. On September 3, 2025, Aegon reduced its shareholding in a.s.r. from approximately 30% to approximately 24%.
Further information about our businesses can be found in the business overview section of this report.
Annual Report on Form 20-F 2025 | 11
Q1
Q2
12 | Annual Report on Form 20-F 2025
Q3
Q4
Annual Report on Form 20-F 2025 | 13
in 2025 we remained focused on executing our strategy and continued to make long term decesion about our future
CEO interview
Entering a new chapter of growth
2025 was a landmark year for Aegon, especially with the decision to relocate the head office and legal seat to the US. Can you walk us through what drove that decision?
We started our transformation process in 2020, which was aimed at turning Aegon into a high-performing group of well-positioned businesses, anchored by a solid balance sheet, exceptional customer service, and engaged, well trained employees – operating in a select number of markets. We had to make profound and sometimes difficult decisions along the way, but they were necessary and that work has paid off. Today, we are a strong, focused, well-performing company. The success of the transformation so far allows us to take the next step.
At our Capital Markets Day (CMD) in London in December, we shared a sharper strategy for the next phase of our transformation. At the heart of this strategy is our ambition to become a leading US life insurance and retirement group, with international subsidiaries in insurance and asset management. This ambition reflects where our business already is today. Transamerica represents approximately 70% of our operations and offers the strongest growth potential. It is in this context that we made the decision to make our biggest market our home market. Following a thorough review process that was announced in August, we communicated the decision to relocate our head office and legal seat to the US at that same CMD.
The decision to relocate was not taken lightly. We spoke with a wide range of stakeholders during the review process and looked at it very carefully from every angle. Aligning our head office and legal seat with where we generate most of our value – and where we see the biggest opportunities ahead – simply makes sense. We believe it will make Aegon more efficient, more transparent, and easier for all our stakeholders to understand.
Over time, we will seek inclusion in more US-focused indices, which can further broaden our investor base. We will move to US GAAP as our reporting standard, which will align our disclosures more closely with US peers and improve comparability. We plan to begin reporting under US GAAP with our full-year 2027 results. This is a complex transition, and it needs focus. Therefore, to support the operational efforts it requires, we will stop publishing trading updates in 2026 and 2027, and focus on half-year reporting.
Of course, we also spoke extensively with our internal stakeholders, particularly colleagues working for Aegon’s head office who are directly affected by this decision. What makes me particularly proud is how our teams are approaching this process: thoughtfully, professionally, and with real empathy, while keeping a clear eye on the future.
But why now? Why not when Aegon moved its legal seat from the Netherlands to Bermuda in 2023?
That question comes up often, and it is a fair one.
Like I said, our transformation journey actually began in 2020, and we took another important step when we announced our Transamerica strategy at our 2023 CMD. At that time, we were not ready to make the US the clear center of gravity for the company. Too many factors required more certainty or internal resources: our management team in the US was relatively new; we needed to see more results from the execution of the US strategy we had just announced; we were wrapping up the implementation of IFRS17 and US GAAP was not yet available to us; and there was the closing of the a.s.r. transaction, to name but a few. Today, the situation is different.
We are now seeing the results of the successful execution of the US strategy, and we have completed many of these organizational milestones I mentioned. As a result, we are ready to take the next step. Our ambition is clear: we want to become a leading US life insurance and retirement group, serving everyday American families and small-to medium-sized businesses.
We are confident we have the team, the distribution network, and the momentum to make it happen.
And you’re not just relocating. You’re also renaming. Why?
I recognize that this is an emotional topic for many people, and I understand why they feel strongly about such a well-known brand leaving the Netherlands. Aegon is an iconic Dutch brand with a proud history, and that heritage deserves the utmost respect.
Having said that, it is important to acknowledge that Transamerica is a strong and iconic brand in its own right. It has been serving customers in the United States for over a century and is deeply rooted in American society. Millions of families know and trust that name. As we position ourselves as a leading US life insurance and retirement
Annual Report on Form 20-F 2025 | 15
company, it is logical that the holding company reflects the brand that represents the majority of our business today. It is important to note that our operating businesses will continue to use their existing brands in their respective markets.
We can honor our history and embrace the future at the same time.
At Aegon’s 2025 CMD, you presented the next phase of the strategy. What was your key message?
For me, there were three key messages: First, we achieved or outperformed our targets. Second, we chose a clear path forward. And third, we raised our ambition to become a leading force in the US life insurance and retirement industry. A leader that serves “Main Street” American families and medium-sized companies. We continue to differentiate clearly between Strategic Assets, product lines we want to grow, and Financial Assets, legacy blocks where we aim to reduce capital employed and risk sensitivities over time. Against this backdrop, we have undertaken a reinsurance transaction to further strengthen Transamerica’s risk profile, reducing volatility and enhancing the business’s operating capital generation and remittances.
So, the new phase of your strategy is purely focused on the US?
As mentioned before, our ambition is to become a leading US life insurance and retirement group, with international subsidiaries in insurance and asset management. Given the kind of products and services we offer our customers, we are very pleased with our global asset manager, Aegon Asset Management (Aegon AM). They are an important enabler of our strategy and at our CMD we shared that we are sharpening the focus of Aegon AM by growing third-party revenues, improving efficiency and continuing to collaborate closely with our insurance businesses.
Our businesses in Spain & Portugal, Brazil, China, and Transamerica Life Bermuda – which services high-net worth clients out of Hong Kong and Singapore – are mostly joint ventures with strong local partners that operate in some of the most promising markets in the world. These companies continue to grow successfully and we remain committed to investing in their profitable growth.
For Aegon UK, we are reviewing our options to maximize value for stakeholders. This includes a potential divestment.
How does M&A fit into the new phase of your strategy?
We are focused on profitably growing our business organically. However, if opportunities arise that fit our strategy and create long-term value, we will evaluate them against strict financial and non-financial criteria. If they make sense, our financial flexibility enables us to act. If they don’t, we won’t.
And how do you look back on Aegon’s 2025 performance?
I am proud of the solid results we delivered. Despite a challenging environment - higher inflation, elevated interest rates, and global uncertainty - we remained focused on executing our strategy and continued to make deliberate, long-term decisions about our future. We met or exceeded our financial targets, maintained a strong balance sheet, and continued to return capital to shareholders.
Operating capital generation before holding and funding expenses increased to EUR 1.3 billion, ahead of target, demonstrating the resilience and cash-generating capacity of our businesses. Our operating result rose by 15% compared with 2024 to EUR 1.7 billion, supported by business growth across our units, favorable market impacts, and improved experience variances in both the Americas and our International businesses. Free cash flow amounted to EUR 829 million, consistent with our ambitions and underpinning our ability to return capital to shareholders.
In 2025, we sold part of our a.s.r. stake for gross proceeds of EUR 700 million, reducing our shareholding to around 24%. For the remaining stake, we remain a patient shareholder and will hold it until the share price reflects intrinsic value, or value-creating opportunities arise.
Additionally, we saw important changes to our Board. We bid farewell to long-standing Board member Dona Young, with deep gratitude for all her contributions over the years, and welcomed Lori Fouché and Jay Ralph as new members. Most importantly, David Herzog stepped into the role of Bill Connelly as Chair. I’m very grateful for Bill’s support and our close collaboration over the years and would like to officially and warmly welcome David.
How did you bring Aegon’s purpose to life in 2025?
Our purpose guides our decisions. Helping people live their best lives comes down to financial empowerment: giving customers the confidence to make informed financial decisions that impact their future.
In the US, for example, Transamerica continued to expand access to protection and retirement solutions for middle income families. Transamerica’s distribution network, World Financial Group (WFG), grew to over 95,000 licensed agents, helping more people in Canada and the US gain access to affordable protection, guidance, and tools to build financial resilience. In the UK, we launched Mylo, helping customers consolidate pensions and navigate key life moments. In Brazil, our joint venture MAG Seguros launched an initiative to provide life insurance to the country’s 18 million favela residents - people for whom insurance has often not been an option. Another program supports families after a payout, pairing them with a financial advisor to help make informed decisions.
16 | Annual Report on Form 20-F 2025
At the other end of the spectrum, Transamerica Life Bermuda launched Opus One Indexed Universal Life, supporting high-net-worth customers in planning their financial legacy.
Whether we are supporting communities in Brazilian favelas, high-net-worth families in Hong Kong, or middle-income families in the US, step by step we are helping people to make better financial choices. That is the essence of our purpose.
Sustainability has become a widely debated term in business this past year. How did your sustainability approach evolve over the year?
Sustainability remains important to us, and how we approach long-term value creation. As a provider of protection, retirement, and investment solutions, we aim to act as responsible stewards: managing risks carefully, allocating capital thoughtfully, and considering the broader environment in which our customers live and businesses operate.
Overall, our sustainability approach has become more data-driven and integrated with our business strategy. For example, in 2025, we completed a new double materiality assessment, required to comply with new EU reporting requirements. This assessment helps identify the topics that matter most to our stakeholders and our long-term performance. For us, those material topics are customers, business conduct, human capital, and climate change. In addition, financial empowerment was one of the material topics that emerged during the exercise, directly linking our societal impact to our purpose and products.
We continue to be recognized for the work that we do. For example, in 2025 MSCI had upgraded Aegon’s ESG rating from AA to AAA. While ratings are not an objective in themselves, they are an acknowledgement of the progress in strengthening governance, managing sustainability related risks, and improving transparency, including alignment with new EU reporting standards.
AI is also a hot topic on many agendas. How is Aegon using AI?
AI is helping us work more efficiently, scale as we grow, and improve customer experiences. For example, in the US, we’re automating parts of underwriting and strengthening fraud detection and service. In Spain and Brazil, teams are using AI to better understand customers, support sales, and streamline claims.
While AI can bring challenges around responsible use, governance, and data protection, we are already seeing tangible benefits. AI can strengthen how we operate, but it doesn’t replace the human side of our business. Trust, advice, and real relationships remain at the core and that will remain in the capable hands of our people.
Aegon has been through a lot of change. What has stood out to you about how employees have responded?
Our people are truly the heartbeat of Aegon, and what stands out to me is their resilience and adaptability.
We have seen a lot of change both inside and outside our company. Yet, our colleagues have continued to innovate, serve our customers, and help our company deliver results every day. And I am impressed by their passion with which they deliver on our customer service. Additionally, colleagues working for the head office have been involved in the exploration and the preparations for the relocation to the US. And they have done so with great professionalism and care. I want to thank each and every one of our employees for their continued commitment and contributions.
I am proud to see that, despite the many organizational changes, engagement remains strong. Our latest Global Employee Survey saw high participation and showed that colleagues are proud to be a part of Aegon.
It is important to me, from both a personal and business perspective, to continue building an environment where colleagues can bring their full selves to work. That diversity of thought and experience is essential to the culture we want to build, and the service and innovation we want to offer our customers.
Looking ahead, what will success look like a year from now, and what gives you confidence?
A year from now, I would like to see us making tangible progress on the strategy we set out at our CMD. That means continuing to simplify the business, grow profitably in all our markets and to make the company more efficient, while improving the experience for both customers and colleagues.
I expect us to take important steps on our relocation journey. This includes engaging with our shareholders to obtain their approval via an extraordinary general meeting expected in the fourth quarter of 2026 and taking the next steps toward US GAAP reporting with our full-year 2027 results. Those milestones matter, but they are part of a broader journey rather than an endpoint.
What gives me confidence is our combination of purpose, performance, and people. We have a clear direction, strong businesses, and colleagues united around a shared ambition: building leading businesses that offer investment, protection, and retirement solutions. I see that every day in the way teams collaborate, challenge each other, and stay focused – even when things are complex.
2025 was a turning point, and I am confident we are ready for the next frontier.
Annual Report on Form 20-F 2025 | 17
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18 | Annual Report on Form 20-F 2025
At Aegon, we build leading businesses that can thrive in a changing environment and that respond to the evolving needs and expectations of our stakeholders.
We aim to give people the confidence and flexibility to live their best lives and contribute to a better world. As we work to realize our vision to create leading businesses in investment, protection, and retirement solutions, we also consider the opportunities and challenges our stakeholders face in today’s evolving financial services landscape.
As communicated at our Capital Markets Day (CMD) in December 2025, we have concluded that the future of our company is in the United States (US). In the world’s largest and most dynamic insurance market, we are positioning ourselves to capture significant growth opportunities in life, protection, and retirement solutions. Our ambition is to become a leading US life insurance and retirement group, reflecting the scale and growth potential of Transamerica, which represents approximately 70% of our operations. As an enabler of this ambition, we are relocating our head office and legal seat to the US. Following completion of the relocation, we plan to rename the holding company Transamerica Inc., while our business units will continue to operate under their current brands. We aim to become a domestic issuer in the US by January 1, 2028, and to report our 2027 full-year results under the US GAAP accounting standard.
Guided by our purpose
Our purpose of helping people live their best lives guides how we engage with our customers as well as our wider stakeholder community. We aim to maximize value for all stakeholders by enabling them to seize the opportunities presented by a changing demographic landscape and to join us in helping to shape a healthy, equitable world. This approach provides the foundation for Aegon’s vision and strategy, as well as all subsequent business planning and decision-making.
Aegon’s investment, protection, and retirement solutions are designed to help our customers navigate a longer, multi- stage life and make the right choices for their future. For our workforce, we aim to foster a purpose-led, inclusive culture that leads to rewarding and fulfilling career opportunities. We seek to cultivate strong, respectful relationships with our suppliers and business partners that enable them to support our customers. For our investors, we focus on generating predictable, competitive returns.
In addition to addressing the needs and expectations of our immediate stakeholders, we seek to have a positive impact on the world around us through our sustainability approach. This includes our long-standing commitment to responsible investing, our net-zero ambitions, and our focus on fostering a fair and inclusive company.
Building on our strengths
At the holding level, Aegon is responsible for developing its strategy, allocating capital, defining its risk appetite, setting targets, supporting talent development, and driving performance and strategy implementation. We also take a centralized approach to determining functional mandates, setting global policies and frameworks, and providing shareholder services. In parallel, our businesses develop local strategies and operating plans within the company’s strategic framework and ensure their implementation.
One of Aegon’s most important resources is the deep knowledge and expertise of its global workforce. Across our businesses and partnerships, we aim to attract, retain, and develop talent, and we leverage synergies where relevant; for example, through the strong links between our businesses and our global asset manager. Similarly, Aegon’s asset management teams strive to deliver strong investment returns for their third-party customers and Aegon’s own insurance balance sheets, while contributing significantly to the company’s US strategy.
Clear strategic focus, delivered through our businesses and partnerships
Since 2020, Aegon has taken structured steps to become a more focused company with improved operational performance, a stronger balance sheet, and an enhanced risk profile. The strategy presented at our 2025 CMD builds on the successful execution of our transformation journey and positions us as a US-based life insurance and retirement group.
20 | Annual Report on Form 20-F 2025
United States: building a bigger, broader, more profitable industry leader with Transamerica
Transamerica is an iconic brand at the heart of “Main Street” America with unique customer access points. This makes it strongly positioned to serve middle-market and mass-affluent families and medium-sized companies - a large, underserved segment of the US marketplace - through advantaged distribution and a broad product portfolio.
Transamerica’s ambition is to become America’s leading “Main Street” life insurance and retirement company by continuing to grow its portfolio of Strategic Assets. Separately, the company manages legacy blocks of business - its Financial Assets - where we aim to reduce capital employed and risk sensitivities over time.
Distribution (including WFG)
The Distribution business segment focuses on the distribution of life insurance and annuity products to “Main Street” America and consists mainly of World Financial Group (WFG), an affiliated network of over 95,000 licensed agents in the US and Canada. Transamerica aims to develop this distribution engine, grow the network of WFG agents to around 110,000 agents by 2027, and expand relationships with third-party providers. The business plans to modernize its technology to meet evolving customer needs, while maintaining a relentless focus on productivity. Transamerica is targeting WFG total life sales growth of 14% per year to around USD 900 million, and total annuity sales growth of 7% per year to around USD 5 billion in 2027, resulting in double-digit revenue and earnings growth rates over the period.
Protection Solutions
The Protection Solutions business segment includes the life insurance, health insurance (employee benefits), registered indexed annuities, and variable annuities lines of the Transamerica business, which it aims to grow strategically. These products are distributed through WFG and other distribution channels. Transamerica aims to leverage its modernized life operating model in the Protection Solutions business segment by expanding the product offering, increasing profitability, and enhancing distribution across WFG and third-party channels. At Aegon’s 2025 CMD, Transamerica shared that it targets to increase new life sales by 15% per year to around USD 720 million in 2027 at attractive returns, and to continue to grow annuity sales.
Transamerica is also exploring options to expand into the attractive Fixed Indexed Annuities segment. This includes plans to invest in the necessary capabilities, while being highly selective in how it enters this marketplace.
Savings & Investments (Retirement)
Transamerica’s Savings & Investments business segment offers retirement plans, mutual funds, collective investment trusts, and stable value solutions. In retirement plans, Transamerica is capitalizing on its leadership position in pooled retirement plans, while broadening ancillary solutions and improving economics. The ambition includes targeting approximately USD 275 billion in retirement plan assets under administration by the end of 2027 and increasing Return on Assets to around 11 basis points (bps) by that year.
Financial Assets
Financial Assets are typically more capital-intensive and can induce earnings volatility. These include Aegon’s Universal Life, Annuities, and standalone Long-Term Care insurance portfolios. Transamerica aims to lower capital employed for Financial Assets to USD 2.2 billion by year-end 2027 by reducing risk sensitivities through management actions and transactions. Management actions include unilateral actions that Transamerica can execute itself or bilateral actions that require approval from clients or regulators. In addition, transactions with third parties on parts of the Financial Assets portfolio reduce the risk exposure further. As an example, Aegon announced a reinsurance transaction on part of the Secondary Guarantee Universal Life (SGUL) portfolio at the 2025 CMD. This transaction covers 30% of the face value of Transamerica’s SGUL business, bringing the total value addressed to 80% of the total SGUL portfolio in combination with previously executed management actions. The transaction resulted in a minimal impact on Aegon’s valuation equity and operating profit, while removing potential variances and risks associated with mortality and policyholder behavior in the future.
Overall, Transamerica’s plan aims to enable operating result growth and remittances growth of around 5% per year over the next two years from a 2025 run-rate of USD 1.4–1.6 billion and USD 675 million, respectively.
Annual Report on Form 20-F 2025 | 21
Aegon Asset Management: grow third-party revenues and improve efficiency
Our global asset manager, Aegon Asset Management (Aegon AM), is an important contributor to our strategy. We are expanding its third-party business by focusing on higher revenue-margin strategies, with the ambition for third-party revenue growth to outpace assets under management growth. We are implementing initiatives to improve scalability and efficiency with the aim to increasing the Global Platforms operating margin to at least 20% by 2027. The strategic partnerships in China and France are expected to continue to grow, contributing strongly to earnings and remittances from Aegon AM. The strong collaboration between Transamerica and Aegon AM is contributing significantly to Transamerica’s growth plans.
These plans aim to increase remittances from Aegon AM by more than 5% a year until 2027, while increasing Aegon AM’s operating result compared to the 2025 run-rate.
Growth market strategy
Aegon will continue to invest in profitable growth in its International business, which includes growth markets in Spain & Portugal, Brazil, China, and Transamerica Life Bermuda (TLB). These businesses, mostly joint ventures with strong local partners, operate in some of the most promising markets in the world. In Spain, we plan to grow the business by leveraging Banco Santander’s extensive network, focusing on delivering excellent customer service and attractive products. In Brazil, we want to continue our successful growth trajectory as a top-three independent life insurer. In China, we have strengthened and expanded our distribution with our preferred partners in this vast market while optimizing and preserving our capital position. At TLB, we are uniquely positioned to serve the high-net-worth community in Asia and the Middle East.
These businesses are expected to continue to upstream remittances and contribute to the company’s operating results, building growth on product innovation, customer service, and expanding distribution.
United Kingdom strategy makes progress
Aegon’s strategy to transform Aegon UK into a leading digital savings and retirement platform continues to make good progress, and the business remains a reliable and growing source of revenue for the company. In the context of strengthening the focus on the US, Aegon announced at its 2025 CMD that it will begin a strategic review of Aegon UK to assess the best way to accelerate and maximize value for all stakeholders. During this review, all options will be evaluated, including a potential divestment.
Capital management
Maintaining a strong balance sheet is a prerequisite for Aegon to achieve its overall vision. It allows us to build leading, advantaged businesses and create value for our customers and wider stakeholder base in line with our purpose. We maintain a clear capital management policy that informs our capital deployment decisions and is supported by reliable remittances from our business units.
Operating companies are well capitalized. We aim to return excess capital to stockholders over time unless Aegon can invest it in value-creating opportunities. These may include investments in the existing operating companies as well as mergers and acquisitions, with priority in the US. Aegon remains financially disciplined and rational in its decision-making when assessing acquisition opportunities.
As part of this policy, Aegon is investing in future earnings power by growing its profitable product portfolio and accepting the capital needs associated with this growth. As such, capital employed in Strategic Assets is expected to increase and result in attractive returns. Aegon aims to reduce capital employed in Financial Assets, targeting USD 2.2 billion by the end of 2027.
The combination of strongly capitalized operating units and readily available cash capital at the holding is central to Aegon’s capital management, enabling the company to fund growth, implement change, and withstand stress events and market cycles.
Over the past few years, Aegon has operated Cash Capital at Holding at the top of the operating range of EUR 0.5 to 1.5 billion due to the extensive restructuring within its business units. By the end of 2026, Aegon plans to bring Cash Capital at Holding down to around EUR 1 billion, which is the mid- point of the operating range.
Aegon will remain a patient shareholder of a.s.r. and will benefit from its progress. The cash flow from a.s.r. supports our own dividend and interest costs. We continue to hold the stake until the a.s.r. share price reflects its intrinsic value and/or value-creating opportunities present themselves.
Our debt structure and funding decisions are primarily driven by economic considerations, with due regards to market circumstances, regulatory requirements, and rating agency factors. Aegon’s financial position and balance sheet strength are currently subject to group supervision by the Bermuda Monetary Authority (BMA). In light of our announced intention to relocate our head office and legal seat to the US, we continue to manage the transition in a controlled manner, including the expected once-off implementation costs. Any financial flexibility will be prioritized for the US, in line with our strategic focus.
22 | Annual Report on Form 20-F 2025
Growing capital distributions
Aegon aims to grow its dividend in line with its free cash flow, supported by disciplined capital management. Any capital deployment decisions consider our financial leverage, our capital position, and the investments required to execute our strategy. Surplus cash flow that is not required for value-creating opportunities is returned to shareholders over time through a combination of dividends and share buybacks.
Over the 2025 financial year, Aegon increased the dividend to shareholders by 14% to 40 eurocents per common share from 35 eurocents per common share over 2024. In addition, in the first half of the year, it executed a EUR 150 million share buyback program, including approximately EUR 40 million to meet Aegon’s obligations under the share-based compensation plans for senior management. In the second half of the year, Aegon completed another share buyback program of EUR 400 million. Shares that were not purchased to meet Aegon’s obligations under the share-based compensation plans for senior management were canceled in December 2025, reducing the total share count.
For 2026 and 2027, Aegon has set financial ambitions that include free cash flow growth of around 5% per year and dividend per share growth of more than 5% per year (subject to Board and other relevant approvals). To support shareholder returns, Aegon has announced a new EUR 400 million share buyback program to be split evenly between the first and second halves of 2026.
Aegon is confident in its current level of gross financial leverage, around EUR 5 billion based, on the current business perimeter. There were no significant changes in the debt position during 2025.
Transition to the United States
Aegon’s decision to relocate its head office and legal domicile follows the review announced in August 2025 and supports our commitment to prioritizing resources toward building a leading US life insurance and retirement group. Aegon aims to begin reporting under US GAAP for the first time with its 2027 full-year results. To facilitate this transition, Aegon will stop publishing trading updates in 2026 and 2027, limiting disclosures to half-year reporting, and expects its common stock to remain listed on Euronext and the New York Stock Exchange (NYSE) following the relocation. The transition is expected to have an estimated one-time implementation cost of around EUR 350 million, which includes costs for the implementation of US GAAP, winding down the existing head office set-up, and setting up the new head office structure, and will be incurred between 2H 2025 and 1H 2028.
Annual Report on Form 20-F 2025 | 23
Our sustainbality approach
Our approach to sustainability is guided by our purpose of Helping people live their best lives.
As both an investor and provider of financial products and services, at Aegon we recognize our responsibility to address issues that affect a broad range of stakeholders and influence the future of society, the environment, and our business performance. We aim to integrate sustainability meaningfully into how we operate, invest, and make decisions, balancing long-term value creation with the needs and expectations of our stakeholders.
In 2025, we continued to make progress in reducing emissions, integrating sustainability across our operations, and promoting inclusion. We also introduced new climate ambitions for 2030 that build on this foundation. At the same time, we identified opportunities to strengthen sustainability awareness across our organization.
Embedding sustainability in our business
Aegon’s sustainability approach is an integral part of its strategy and strives to take into account the expectations, interests, and perspectives of stakeholders. It is guided by international frameworks such as the UN Global Compact (UNGC), the UNEP FI Principles for Sustainable Insurance, the Principles for Responsible Investment (PRI), and the Net-Zero Asset Owner Alliance (NZAOA). These commitments support alignment with regulatory standards, such as the EU Corporate Sustainability Reporting Directive (CSRD), and guide our efforts to contribute to a more resilient economy and society.
Strengthening focus through the double materiality assessment
A key milestone in 2025 was the enhanced double materiality assessment (DMA). The assessment adopted a more data-driven, quantitative approach to determine which sustainability issues most affect Aegon, and where Aegon has the greatest impact on society and the environment.
The 2025 DMA identified four material topics: climate change, human capital, customers, and business conduct. These topics are listed in the table on the next page and reflect a sharper focus than in previous years, ensuring that our efforts remain targeted and aligned with our purpose. They also inform our future reporting and guide our actions across the value chain, from suppliers and operations to customers and investment management.
Transitioning investments and operations to net zero
As part of Aegon’s responsible investment framework, we aspire to transition our general account investment portfolio, which is valued at approximately EUR 70 billion, to net-zero greenhouse gas emissions by 2050, supporting the global transition to a low-carbon economy. By 2030, Aegon aims to:
In line with these ambitions, we also aim to reduce the carbon footprint of our operational scope 1 and 2 activities by 75% by 2030 compared to a 2019 baseline. Progress against these targets is regularly reviewed and reported to Aegon’s Board.
Continuous engagement and governance
Throughout 2025, we strengthened our sustainability governance and stakeholder engagement. We implemented an updated Global Sustainability Board Charter to further support cross-functional oversight and coordination on sustainability priorities across our businesses. We also engaged with peers and investors to stay aligned with evolving sustainability expectations and regulatory developments.
Within our investment portfolio, we continued to engage with investees on a range of sustainability topics. As part of our responsible investment approach, we engaged with high-emitting companies in our general account portfolio, as well as companies in breach of UNGC principles. Our signatory status with the NZAOA continued to provide us with guidance on setting science-based targets and tracking progress in line with the Paris Agreement.
Annual Report on Form 20-F 2025 | 25
Including the following sustainability matters:
Climate change adaption
Society
Suppliers
Climate change mitigation
General working conditions
Social dialogue
Training and skills development
Equal treatment and opportunities
Measures against violence and harassment in the workplace
Data privacy
Responsible marketing practices
Financial empowerment
Protection of whistleblowers
Prevention and detection of corruption and bribery
Looking ahead
In the coming years, Aegon will continue to work toward its 2030 sustainability targets, further embed financial empowerment as a material sustainability matter, and seek to enhance data quality and transparency across its operations and reporting. By doing so, we aim to ensure that our efforts remain credible, measurable, and aligned with our purpose of Helping people live their best lives.
26 | Annual Report on Form 20-F 2025
Creating sustainable value
How we create sustainable value for our stakeholders
About Aegon Governance and risk management Financial information Our inputs 1 Financial ‘ Shareholders’equity at December 31: EUR 7.4 billion Gross financial leverage: EUR 4.9 billion Group Solvency Own Funds: EUR 12 billion Group Solvency Capital required: EUR 6.5 billion Manufactured ~ Our product mix and digital platforms Insurance service result EUR 511 million Gross deposits: EUR 261.4 billion Fees and commissions received: EUR 2,390 million New business strain: EUR 850 million Revenue-generating investments at December 31: EUR 892 billion Intellectual Internal processes, systems, and controls Knowledge and expertise Human Number of employees at December 31: 15,304 Amount spent on training and development: EUR 6.3 million Talent management Solutions development and pricing Development of our financial solutions begins with our customers. We assess their needs and develop products and services to suit. We then estimate and price the risk involved for us as a provider. £ot Social and relationship Number of customers: 24.9 million Customer experience programs Responsible sourcing and investing philosophy Brand equity, purpose, and values Relationship with intermediaries, business partners, suppliers, and other key stakeholders (e.g. regulators and NGOs) Natural Our commitment to achieving net-zero in 2050 Total energy used by company: 23,415 MWh Distribution Our products and services are then branded and marketed, before being distributed via intermediaries that include brokers, banks, and financial advisors. We also sell to our customers directly. Investments In exchange for products and services, customers pay fees or premiums. On certain pension, savings, and investment products, customers make deposits. We earn returns for our customers by investing this money. Claims and benefits We pay out claims, benefits, and retirement plan withdrawals. We use the remaining funds to cover our expenses, support new Investments, and deliver profits to our shareholders.
28 | Annual Report on Form 20-F 2025
Outcome for our stakeholders Financial Dividends to shareholders: EUR 596 million Share buybacks: EUR 512 million Interest payments to bondholders: EUR 242 million Group Solvency II ratio at December 31:184% Free cash flow over full year: EUR 829 million Operating result over full year: EUR 1,702 million Manufactured “ Total retirement outflows: EUR 31.5 billion Payments to business partners: EUR 40 billion Intellectual Our product mix and digital platforms Value creating initiatives Human Total employee expenses: EUR 1.9 billion Employee engagement score: 76% Customers Aegon seeks to provide its customers with a broad mix of investment, protection, and retirement solutions. We also aim to provide customers with a high-quality service and an enjoyable and efficient customer experience. Through our focus on product innovation, we strive to meet the changing needs of our global customer base. Our approach to product development includes taking steps to include financially and socially diverse customer groups that are comprised of vulnerable customers, minorities, and others traditionally underrepresented in financial services. We also aim to provide honest and transparent product information and to protect data security and privacy during customer interactions. Employees Aegon’s workforce includes full- and part-time employees, as well as agents and other contractors. In all cases, we strive to maintain high levels of employee engagement and wellbeing, and foster a supportive and welcoming work culture. As our workforce’s needs evolve, we pay close attention to attracting, developing, and retaining talent, to ensure our people reach their full potential and live their best working lives. As part of this approach, we seek to foster an inclusive work environment where people from all backgrounds are treated fairly and equally, and are able to bring their authentic selves to work. Suppliers Aegon strives to maintain positive, well-managed relationships with its suppliers and other value chain partners, including distributors, joint venture partners, reinsurers, and sourcing partners. This includes, on the one hand, our focus on ensuring fair pay and working conditions for professionals at the various stages of our value chain. It also includes cultivating positive long-term business relationships that reflect our purpose and behaviors, including our efforts as a company to address sustainability. Aegon’s Vendor Code of Conduct is an important tool that enables Aegon to drive alignment with our partners on these issues. Social and relationship Business partnerships and reputation Corporate income tax and other paid taxes, such as policy holder taxes, value-added taxes and insurance premium taxes: EUR 198 miltion Natural Weighted average carbon intensity relating to our general account investment portfolio: 219 metric tons CO2e/EURm revenue for corporate fixed income + listed equity Operational carbon footprint: 7,257 metric tons CO2e Investors Supported by a resilient and sustainable business model, Aegon seeks to provide a consistent and attractive return on investment to its global investors, who include both shareholders and bondholders. Our approach includes paying regular dividends and conducting other forms of appropriate capital distributions to our equity investors, who may also derive value from the performance of our shares, while our bondholders derive value from regular interest payments. Society Aegon’s products and services help to reduce dependency on public pension systems and increase the financial stability of society. At the same time, our relationship with our communities and society at large is an important conduit for addressing key societal and environmental issues, including climate change and social inclusion. We also aim to make a positive contribution to the markets and communities in which we operate by maintaining good business conduct through our businesses, as well as through our tax payments, charitable donations, and volunteer work.
Annual Report on Form 20-F 2025 | 29
for our stakeholders
Aegon seeks to create value for a broad range of stakeholders, which include customers, employees, business partners, investors, and society.
Guided by our purpose, we view our business as one that contributes positively to society through the products we offer and the employment and economic activity we generate. We share the value we create through our diverse businesses and global workforce. At the same time, we recognize that certain decisions and activities can have unintended negative impacts on our stakeholders or the environment. Proactively identifying and managing these potential impacts is therefore an integral part of our decision-making, as is pursuing opportunities to deliver positive outcomes.
Customers
Helping people live their best lives begins with giving customers the confidence and tools to take control of their finances. Aegon’s businesses are focused on improving financial wellbeing and expanding access to products and services that enable people to make informed financial decisions. This includes saving for retirement, protecting loved ones, and investing for the future.
Empowering customers
Financial empowerment was identified as a material topic in our 2025 double materiality assessment (DMA). A key element of our purpose is to provide people with the knowledge, advice, and solutions they need to build resilience and make confident choices throughout a longer, multi-stage life. We aim to achieve this by improving access to protection and savings solutions, strengthening financial literacy, and helping people confidently plan for every stage of life.
Each of Aegon’s businesses contributes to this ambition in ways that reflect the needs of their local customers and markets.
30 | Annual Report on Form 20-F 2025
Listening and improving
Delivering positive customer experiences is essential to achieving our purpose. Aegon’s businesses in the United States and the United Kingdom track customer satisfaction through Net Promoter Scores (NPS) and regular customer feedback loops. These insights are used to improve products, simplify digital journeys, and promote clear and transparent communications that are designed to be responsive to customer needs.
Responsible conduct and data protection
Trust is fundamental to Aegon’s relationships with customers and other stakeholders. We strive to continuously improve our policies, controls, and oversight to offer fair, balanced, and responsible products, services, and marketing practices. As digitization accelerates, we continue to focus on our efforts to protect people’s data and use technology responsibly. Our global privacy and information security frameworks are regularly reviewed and audited to comply with regulations and safeguard the confidentiality, integrity, and availability of information.
Driving customer engagement through Mylo
Aegon UK launched Mylo in 2025 as a new customer proposition. Initially available to the 900,000 customers using Workplace ARC, it will ultimately become the way that every customer engages with Aegon UK products. Mylo aims to help customers make decisions about big life moments and uses a modern tone of voice to make itself more accessible. Mylo makes it easy for customers to take action, providing them with education, guidance, and advice in a timely fashion when needed. The platform is built on modern cloud-based technology, allowing it to deliver a highly personalized service and proactive nudges in the future. The initial results show that it is delivering a transformation in the level of engagement and the actions being taken. In 2026, Aegon UK’s focus will be on making Mylo available to more customers, widening the range of life moments that can be supported and developing the availability of education, guidance, and advice.
Data security
Protecting customer information remains a top priority for Aegon. Our Global Information Security policy and governance framework aim to prevent cyber threats and minimize the impact of any potential disruption for customers and other stakeholders. The framework establishes standardized procedures to detect and address data breaches and strengthen resilience against emerging risks such as phishing, ransomware, and AI-enabled attacks.
The policy applies to all of Aegon’s fully owned businesses and extends to contractors and joint ventures through equivalent standards. Aegon monitors the effectiveness of its controls through dedicated information security metrics that measure performance and maturity across the organization. Mandatory training on information security helps employees stay alert to evolving risks, while also reinforcing responsible behavior.
Annual Report on Form 20-F 2025 | 31
WFG in Canada expands strategic relationship with Manulife
WFG in Canada has expanded its strategic relationship with Manulife to improve access to life insurance for middle-income Canadians, a group often underserved by the financial services sector. Nearly one-third of Canadians are uninsured or underinsured, presenting a key opportunity for WFG agents to help support those communities. Following a successful pilot, more agents can now offer Manulife products, including the Vitality program and segregated fund options. The initiative includes enhanced training, compliance oversight, and onboarding. This marks a milestone in the WFG–Manulife relationship, which began in 2017 and previously focused on travel, health, and dental insurance. The expansion aims to strengthen financial foundations and better serve diverse communities.
Aegon’s approach to privacy is grounded in accountability and transparency. Dedicated policies and procedures are updated regularly and supported by Privacy Control Frameworks that measure privacy maturity. Regular audits and self-assessments are conducted to support compliance with data protection laws, internal policies, standards, and governance requirements.
Each Aegon business unit maintains local privacy oversight aligned with the group standards to promote consistent protection of personal information worldwide. The Group Chief Privacy Officer is responsible for our data privacy compliance strategy and privacy oversight. The Data Protection Officer (DPO) together with the operational privacy teams, is responsible for local implementation and monitoring.
Employees
Our people are essential to achieving our purpose and strategy. As highlighted in our 2025 DMA, our workforce is one of the areas where Aegon can make the greatest impact, both by driving performance and by contributing to a more sustainable organization. We take a holistic view of our workforce, empowering colleagues everywhere to grow, develop, and succeed, which in turn strengthens the foundation of our company.
Wellbeing and engagement
We aim to foster a work environment that supports collaboration, connection, and balance.
In 2025, we completed major workplace transitions, including moving our global headquarters to WTC Schiphol Airport near Amsterdam. The new location includes spaces designed for flexibility and teamwork.
A key measure of engagement is our Global Employee Survey (GES), which is conducted twice a year. The survey provides valuable insights into how our colleagues experience working at Aegon. It helps us track engagement and inform local initiatives that strengthen wellbeing and professional development.
By investing in our people, Aegon reinforces its long-term strength and its purpose of Helping people live their best lives. We remain committed to building a workforce in which all our colleagues – wherever they are based – can grow and contribute to our shared success.
Investing in our people
In 2025, we continued to invest in the growth and wellbeing of employees across all our businesses. We aim to provide an environment where people feel valued, supported, and empowered to thrive, regardless of their background, identity, or career stage. During the year, we expanded our Global Talent Marketplace and We Learn platforms to offer more opportunities for skill development, career mobility, and project-based learning. Our Best Life Leadership Program also evolved, with a stronger focus on inclusive leadership, future-ready capabilities, and collaboration across our businesses.
32 | Annual Report on Form 20-F 2025
Empowering our people
In line with our purpose Helping people live their best life, Aegon promotes equal opportunities and recognizes the diverse experiences of our colleagues, whether they are from underrepresented groups or majority populations. We aim to ensure that everyone has the same opportunity to learn, contribute, and advance, guided by fairness, respect, and accountability. In 2025, this included:
Global Talent Marketplace
Aegon’s Global Talent Marketplace (TMP) is an AI-powered platform that supports internal mobility across our businesses and geographies by helping employees build networks, find mentors, and access internal roles and short-term “gigs.” Available to all employees, it reinforces our Perform & Development approach by enabling people to take greater ownership of their careers based on skills and competencies, while also helping the business respond more quickly to change by redistributing talent where needed.
In 2025, we further embedded TMP in the organization and used its insights to guide ongoing skills and people development, tracking effectiveness through usage, gigs, employee feedback, and engagement indicators.
We Learn
In 2025, our global learning resource platform, We Learn, was further embedded in the business to drive tailored learning programs based on skills development and specific development needs. The platform is an interactive learning environment where employees can upgrade their skill sets. It offers a wide range of learning resources that are available in different delivery modes, including e-learning courses, live virtual training, and audiobooks, allowing participants to choose their preferred learning method.
Inspirational leadership
In 2025, we accelerated the development of our top leaders through a suite of targeted, high-impact programs designed to build future-ready capabilities and drive organizational growth. Our flagship initiative, the strategic leadership journey “Accelerating Growth,” was co-designed with the Wharton Business School.
It brought together close to 50 leaders for an immersive experience, blending AI-driven leadership, a growth mindset, and cross-cohort collaboration. Complementing this, the ADVANCE program offered a highly focused and individualized development opportunity for leaders identified as pivotal to Aegon’s future. Through holistic assessments and tailored development plans, ADVANCE accelerated our readiness for critical roles, ensuring our leadership pipeline is robust and agile. These programs, and several additional initiatives, reflect our commitment to building a resilient, innovative, and future-focused leadership team equipped to navigate complexity and drive Aegon’s continued success.
Strengthening employees’ voices
During the year, our Employee Resource Groups (ERGs) continued to support our employees through several global and local initiatives. Our ERGs are employee-driven and company-sponsored; they are open to all employees and focus on what matters the most to colleagues and enable people with specific backgrounds or interests to ensure that Aegon remains an employer of choice. Throughout the year, the ERGs organized various gatherings and activities in support of their specific topic or need. These included learning days related to areas such as supporting men’s health for Movember, promoting women’s needs in business, and supporting our LGBTQIA+ and disability ERGs.
In addition, Aegon continued to run a dedicated Speak Up program (in place since 2020) to protect reporters of concerns and encourage, guide, and support colleagues in reporting suspected or observed misconduct. We also provided further mandatory Speak Up training for all employees. These sessions are tailored to specific roles. For example, the training for leaders and managers includes sections on being receptive to people coming forward.
Annual Report on Form 20-F 2025 | 33
The goods and services that we purchase, and the relationships that we maintain with suppliers, contribute to how we create value for our stakeholders. We expect all suppliers to uphold high standards of integrity, fair labor practices, and environmental responsibility, as outlined in our supplier contracts and our global Vendor Code of Conduct. Through regular dialogue, assessments, and monitoring, we work with suppliers to strengthen performance, manage risks, and identify opportunities to promote a more sustainable and resilient value chain.
Advancing responsible and resilient supply chains
In 2025, we continued to enhance our responsible procurement approach by improving the quality and consistency of supplier data and integrating sustainability factors more deeply into vendor risk reviews. Aegon UK has taken a leading role in this area, recognizing that 91% of its carbon footprint relates to scope 3 greenhouse gas emissions, which include emissions linked to its supply chain. The business identified 50 high-impact suppliers – representing 88% of its total spend – to prioritize engagement and support progress on key sustainability topics. These efforts reflect our belief that supplier collaboration is essential to achieving our net-zero ambitions and building resilience against geopolitical and regulatory shifts.
Comprehensive oversight of suppliers spans numerous areas, with climate action, human rights, security, and data protection being just a few of the examples. By integrating these considerations, Aegon endeavors to align its supplier management practices with both regulatory developments and stakeholder expectations.
Working together across markets
Across Aegon’s businesses, supplier engagement is guided by the same principles of fairness, transparency, and accountability. In the United States, Transamerica continues to develop relationships with suppliers and find ways to reduce the environmental footprint of its operations, such as using more sustainable materials and implementing waste-reduction measures at major events.
By promoting responsible practices and equal opportunities in our supplier relationships, Aegon aims to ensure that procurement decisions contribute to long-term, sustainable value creation. Our supplier relationships are built on mutual trust and shared responsibility, helping us deliver on our purpose of Helping people live their best lives, together with our partners.
Investors
At its CMD in December 2025, Aegon announced its ambition to become a leading US life insurance and retirement group, sharpening its focus and supporting continued growth.
As part of this strategic shift, Aegon is relocating its head office and legal seat to the United States. Upon completion of the re-domiciliation process, the holding company will operate under the name Transamerica Inc., while all business units will continue operating under their existing brands. This transition is expected to be completed by January 1, 2028. It includes the transition to US GAAP as accounting standard, aligning Aegon’s disclosures with US peers. The company will also seek inclusion in more US-focused indices.
For the transition period between 2025 and 2027, Aegon has set clear financial ambitions, taking into account an assumed EUR/USD exchange rate of 1.20:
Strong 2025 Financial Results
In 2025, Aegon met or exceeded all the financial targets that we set at the CMD in 2023, demonstrating the strength of its strategy. The company generated attractive and sustainable returns for its shareholders, supported by disciplined capital management and a strong balance sheet.
Operating capital generation before holding funding and operating expenses reached EUR 1.3 billion, exceeding the EUR 1.2 billion target. Free cash flow amounted to EUR 829 million, consistent with the ~EUR 800 million target. The company recorded a full year IFRS operating result of EUR 1.7 billion, representing a 15% increase compared with 2024, while all major business units remained well capitalized.
34 | Annual Report on Form 20-F 2025
Growing Shareholder Returns
Aegon remains committed to returning capital to shareholders in line with free cash flow growth. Surplus capital not required for value creating opportunities is expected to be distributed over time through a combination of dividends and share buybacks.
In December 2025, Aegon completed a EUR 400 million share buyback program–expanded from EUR 200 million earlier in the year due to its strong capital position and confidence in future value creation.
At the 2025 CMD, Aegon announced a new EUR 400 million share buyback program for 2026, to be executed in two equal phases. A EUR 227 million share buyback began in January 2026, reflecting both the first tranche of the EUR 400 million share buyback program and EUR 27 million to meet Aegon’s obligations related to share-based compensation plans for senior management. It is expected to be completed by June 30, 2026, barring unforeseen circumstances.
These actions reflect Aegon’s disciplined capital allocation and its ambition to reduce Cash Capital at the Holding to approximately EUR 1.0 billion by year end 2026, while maintaining the financial flexibility necessary to support long term value creation.
Aegon proposes a 2025 final dividend of EUR 0.21 per common share, which is an 11% increase compared with the 2024 final dividend, allowing the company to meet its EUR 0.40 dividend target for 2025.
Share Performance
Aegon’s share price increased by 16% in 2025 and so underperformed the broader European insurance industry (the STOXX Europe 600 Insurance Index ended the year up by 25%). Aegon’s New York Registry Shares increased by 31% in 2025 and outperformed the broader US insurance industry, as the S&P Insurance Index increased by 2% over the year. Our total shareholder return for the year amounted to a gain of 23%. This measure takes into account both dividend payments and share-price performance.
Safeguarding Long Term Value
As Aegon prepares for its intended relocation and further transformation, Aegon’s operating companies will remain well capitalized and Cash Capital at Holding will be maintained around the mid-point of the EUR 0.5 to 1.5 billion operating range. Excess capital will be returned to shareholders over time, unless it can be invested in value-creating opportunities. Consistent with the strategy announced at the CMD, the financial flexibility enabled by the capital management framework will be prioritized to the US.
Aegon and its businesses strive to be a force for good and to have a positive impact on society. This includes supporting the climate transition and contributing to a net- zero world. As an international financial services group with a dedicated responsible investment strategy, Aegon is well positioned to help society transition to a climate-resilient economy.
At the same time, we continue to seek opportunities to drive positive change at local and regional levels, enhancing inclusion in our communities. We partner with organizations to empower people financially and socially. We also strive to maintain good business practices, with a focus on anti- corruption, anti-bribery, and paying fair taxes in the markets where we operate.
Our responsible investment approach
Responsible investment is one of the most significant ways Aegon can contribute to sustainability. By taking an active approach to investing, we seek to reduce financial and sustainability-related risks to our portfolio while supporting opportunities that benefit customers and society at large.
As an asset owner
Recognizing the link between climate change and biodiversity loss, we have designated biodiversity as a new focus area in our Responsible Investment Policy. In 2025, we carried out an initial assessment to identify potential biodiversity-related dependencies, impacts, risks, and opportunities across our portfolio. To support this evaluation, we used specialist tools that help financial institutions, such as Aegon, understand how economic activities depend on and impact nature across sectors and geographies. The insights from this analysis will guide our approach to managing nature-related risks.
In 2025, we distributed due diligence questionnaires to internal and external managers to assess their alignment with our Responsible Investment Policy and broader sustainability objectives.
As an asset manager
Through our global asset manager, Aegon AM, we help clients to support the climate transition by offering a growing suite of net-zero-aligned investment solutions. In 2025, Aegon AM launched the Investment Grade Climate Transition Fund, which invests in global corporate bonds. The fund aims to deliver attractive returns while reducing the carbon footprint by 30% by 2030 and achieving net-zero portfolio emissions by 2040.
Annual Report on Form 20-F 2025 | 35
We also expanded our impact investing activities, focusing on areas such as climate action, social inclusion, and resource efficiency. These investments are designed to deliver tangible environmental and social benefits while generating solid financial returns.
Complementing this, Aegon AM expanded ESG integration across its scalable alternative fixed income platform. This includes asset-backed securities, insured credit, renewable infrastructure debt, fund finance, and private corporate debt. ESG factors are systematically embedded throughout the investment process using methodologies aligned with Aegon AM’s Responsible Investment Framework.
These strategies provide attractive yield opportunities while enabling clients to finance impactful projects, manage ESG risks, and contribute to the UN Sustainable Development Goals.
Our climate commitments
Aegon remains committed to its long-term climate goals, which align with the Paris Agreement and are reinforced by being a signatory to the Net-Zero Asset Owner Alliance. To support this commitment, we have set targets to achieve net-zero emissions across our general account portfolio by 2050. In parallel, we continue to reduce our operational footprint, reflecting our ambition to minimize the environmental impact of our own operations.
Anti-corruption and anti-bribery, including whistleblower protection
Business conduct is a fundamental focus area for Aegon. The subject, which is heavily influenced by legal requirements, includes aspects ranging from business ethics to anti-corruption and anti-bribery, as well as whistle-blower protection.
Responsible tax
Aegon makes a valuable economic and social contribution to the communities in which it operates through the company’s own tax payments, as well as the collection and payment of third-party taxes. We seek to pay “fair taxes,” namely by paying the right amounts of taxes in the right places. Published online, our Global Tax Policy outlines our approach to responsible tax, which seeks to align the long-term interests of our customers, employees, business partners, investors, and wider society. Aegon adheres to the VNO-NCW Tax Governance Code (as published on https://www.vno-ncw.nl/taxgovernancecode). For further details, refer to Aegon’s Global Tax Report, which is published on Aegon’s website.
Investing in Bermuda’s communities
In Bermuda, where Aegon established its legal seat, we launched a community investment program in 2025 to support education and empowerment in partnership with local organizations. The program builds on Aegon’s long-standing connection with Bermuda and its commitment to creating local opportunities.
Through the Live Your Best Life Scholarships, five Bermudian students each received USD 30,000 to pursue studies in healthcare, technology, and the trades - fields that play a vital role in the country’s economy. Grants (of USD 60,000) were also awarded to three local NGOs that promote financial literacy, entrepreneurship, and social inclusion.
Investing in our communities
Aegon aims to be a force for good by strengthening the communities in which we operate. Guided by our purpose of Helping people live their best lives, we focus our community investments on two connected areas: financial empowerment and social empowerment.
Aegon’s community investment has been steadily growing over the past years. In 2025, we invested EUR 11.0 million in community development, with EUR 9.0 million cash donations and 25,383 volunteer hours recorded by our colleagues. This is a 12% increase compared with 2024. The initiatives we support help people gain the skills, confidence, and connections needed to build a better future. Many of the programs combine social and financial dimensions and improve access to education, encouraging entrepreneurship, and supporting financial literacy as essential building blocks for long-term wellbeing.
Our employees play an active role in our community efforts. During Force for Good month in May 2025, for example, more than 3,000 colleagues across our businesses and partnerships volunteered in local communities, supporting over 100 charities and good causes. From mentoring students and organizing financial education sessions to restoring local parks and supporting vulnerable groups, each activity reflected our purpose in action.
These initiatives demonstrate how Aegon connects purpose with practice, empowering people both financially and socially, while helping to build more inclusive resilient communities in the long term, in line with our Global Community Investment Framework.
36 | Annual Report on Form 20-F 2025
Aegon’s results over 2025 demonstrate the strength of its strategy and ability to consistently deliver upon its ambitions. Aegon has either met or outperformed all the financial targets set for 2025 and commercial momentum also remained strong in 2025.
In the Americas, Transamerica expanded the number of licensed agents in World Financial Group, and, at the same time, achieved a record 30% increase in individual new life sales compared with 2024. Assets under administration at Transamerica’s Retirement Plans business also increased. At the same time, the capital employed by Transamerica’s Financial Assets decreased to USD 2.7 billion, ahead of the USD 2.9 billion target for 2025.
Aegon also reported solid results in its other business units in 2025. Aegon asset management business delivered EUR 1.0 billion net third-party inflows in 2025, while the International business continued to perform well, and, in the UK, the Workplace Platform generated GBP 2.4 billion in net inflows.
Aegon’s operating result increased to EUR 1,702 million, reflecting business growth across all units, favorable market impacts, and improved experience variances in the insurance businesses. The net result increased to EUR 980 million in 2025, driven by a higher operating result, and less unfavorable non-operating items partly offset by higher other charges compared with the prior year period.
On a per share basis, valuation equity – the sum of shareholders’ equity and the contractual service margin (CSM) after estimated tax adjustment – increased by 2% in the reporting period to EUR 9.06 per share, driven by an increase of the shareholders’ equity per share.
The capital ratios of Aegon’s operating units remain robust, and cash capital position is within the operating range of EUR 0.5 to 1.5 billion. Free cash flow amounted to EUR 829 million, consistent with the target for the year. During 2025, Aegon returned EUR 1.1 billion capital to shareholders through dividends and share buybacks. On the basis of the performance in 2025, Aegon proposes a final dividend of 21 eurocents per share. This would result in a total dividend paid for the full year 2025 of 40 eurocents, consistent with the target for 2025.
Financial ambitions for 2026 and 2027 1
Grow operating result 2 by
Grow free cash flow by
Increase dividend per share by
Note: All underlying run-rates for the financial ambitions are based on a currency exchange rate of EUR / USD = 1.20 and EUR / GBP = 0.86.
Barring unforeseen circumstances, and dividend subject to board and other relevant approvals.
After Holding funding and operating expenses.
Business update Americas
During 2025, Transamerica continued to make progress in growing its business by focusing on “Main Street” America, targeting the middle and mass affluent markets through agency distribution and the workplace. New Individual Life sales increased by 30% compared with 2024, driven by growth in the instant decision market and higher sales in the agency channels. WFG, Transamerica’s affiliated distribution network of independent agents, continued to grow its number of licensed agents and increased both its new life and annuity sales. The Retirement Plans business experienced net outflows, mainly driven by large market plans, while written sales remained strong over the period.
Strategic Assets business update: Distribution
World Financial Group (WFG) KPIs
Number of licensed agents
Number of multi-ticket agents
Total new life sales1
Transamerica’s market share
Total sales of annuities gross deposits2
New life sales is defined as new recurring premiums plus 1/10 of single premiums.
WFG annuities gross deposits have been restated following the resolution of a data availability limitation.
The number of licensed agents at WFG increased to 95,740, reflecting continued successful recruitment of new agents, as well as improved agent retention. Initiatives to improve agent productivity led to a higher average number of new policies per producing agent, a higher average premium sold per producing agent, and an increase in the number of producing agents, including multi-ticket agents. Across the US and Canada, these efforts resulted in a 10% increase in new life sales and a 6% increase in the sales of annuities compared with the previous year. Transamerica’s market share of WFG US Life sales increased to 66% in 2025.
Strategic Assets business update: Savings & Investments
Savings & Investments KPIs
Gross deposits Retirement Plans
Net deposits Retirement Plans
of which: net deposits mid-sized Retirement Plans
AuA Retirement Plans
of which: AuA mid-sized Retirement Plans
Individual Retirement Accounts AuA
General Account Stable Value AuA
38 | Annual Report on Form 20-F 2025
Overall Retirement Plans gross deposits increased by 14%, driven by higher takeover deposits in both the large and mid- sized markets, supported by strong written sales in previous periods. Written sales remained solid during 2025, and are expected to support gross deposits in the coming period. Total net outflows amounted to USD 1.1 billion and were driven by large market plans. This was an improvement compared with the prior year period when two large, low- margin recordkeeping contracts were discontinued. In mid- sized plans, net deposits increased by 89% compared with 2024, mostly from higher gross deposits.
Favorable market movements drove a 13% increase in the total account balances in Retirement Plans compared with the end of 2024. Account balances for the mid-sized plans segment increased by 17% over the same period due to favorable markets, as well as overall net inflows during 2025. Our strategic focus on ancillary products, such as the General Account Stable Value product and Individual Retirement Accounts, led to a 14% and 19% increase respectively, in asset balances compared with the end of 2024.
Strategic Assets business update: Protection Solutions
Protection Solutions KPIs
Traditional Life
Indexed Universal Life
New life sales - Individual Life
New life sales - Workplace Life
New premium production Workplace Health
Net deposits Indexed Annuities
In Individual Life, new life sales increased by 30% compared with 2024. Our success in entering the instant decision market for Final Expense, leveraging a fully digital underwriting platform, contributed more than two thirds of the increase. In addition, Indexed Universal Life sales by WFG increased due to higher agent productivity. Transamerica’s own agency channel also contributed to the increase in sales.
New life sales in Workplace Life increased by 13% compared with the previous year, while new premium production in Workplace Health decreased by 7% over the same period.
Net deposits for Indexed Annuities products were driven by a further improvement in wholesale distribution productivity for Registered Index Linked Annuities (RILA) products, with net deposits increasing 45% in 2025 compared with the prior year.
Financial Assets business update
Financial Assets KPIs
Dynamic hedge effectiveness ratio (%) represents the hedge effectiveness on targeted risk, in particular impact from linear equity and interest rate movements.
At year-end 2025, Financial Assets had USD 2.7 billion of capital employed, ahead of the USD 2.9 billion target set at Aegon’s CMD in 2023. This represents a decrease of USD 0.7 billion compared with USD 3.4 billion of capital employed at the end of 2024. Around USD 0.3 billion of this decrease was driven by the reinsurance of a block of Secondary Guarantee Universal Life (SGUL) contracts, which was announced on December 10, 2025. The transaction covered 30% of the face value of Transamerica’s SGUL business, bringing the total value addressed to 80% of the total SGUL portfolio in combination with previously executed management actions.
The reinsurance transaction resulted in a significantly lower net face value of the legacy Universal Life portfolio. In addition, the run-off of the book and Transamerica’s program to purchase institutionally owned policies reduced the net face value further compared with the end of 2024. Transamerica expects to terminate most purchased institutionally owned policies over the next two to three years.
During 2025, the variable annuity hedge program continued its strong track record of mitigating the financial market risks embedded in the guarantees. Net outflows in Variable Annuities during 2025 were marginally higher than in the prior year but remained in line with expectations, reflecting limited new business and the run-off of the book. Over the same period, Fixed Annuities net outflows decreased by 23%.
The total value of premium rate increases approved by state regulators for Long-Term Care increased to USD 871 million. Transamerica will continue to pursue further actuarially justified premium rate increases. Claims experience in Long-Term Care continues to track in line with assumptions.
Annual Report on Form 20-F 2025 | 39
Business update United Kingdom
Adviser Platform
Workplace Platform
Total Platform
Institutional
Traditional products
Net deposits / (outflows)
Assets under Administration
n.m. – not measured.
Net deposits in the Workplace Platform were driven by regular contributions from existing schemes and the onboarding of new schemes and new members, partially offset by the departure of a few large, low-margin schemes. For the Adviser platform, net outflows reflected ongoing consolidation and vertical integration in non-target adviser segments, as well as tax-related speculations prior to the publication of the UK Governments’ Autumn Budget. As outlined at our June 2024 Teach-In, we have several initiatives in place that aim to return the Adviser Platform to growth by 2028, which include improving the platform experience and focusing on 500 target adviser firms.
Total Platform Assets under Administration (AuA), which consist of the Workplace Platform and the Adviser Platform, increased by 12% compared with December 31, 2024. During the same period, overall AuA, which also includes Traditional products and the Institutional business, increased by 12%. The increase in AuA was mainly driven by market movements during the period.
At its 2025 CMD, Aegon announced the start of a strategic review of Aegon UK to assess the best way to accelerate and maximize value for all stakeholders. The review is currently ongoing, and all options are being evaluated, including a potential divestment.
Business update International
New life sales
Amounts include results from Aegon’s joint ventures and associates consolidated on a proportionate basis.
International new sales continue to contribute to the ongoing growth of the book.
New life sales increased by 1%, as growth in Brazil and Spain & Portugal was partially offset by a decrease in China and TLB. Brazil reported higher new life sales, mainly driven by credit and group life, which was partially offset by unfavorable currency movements. Increased new life sales in Spain were driven by higher sales of non-linked products in Santander Life. In China, the decrease in new life sales was driven by a revision in product pricing, reflecting new pricing regulations and the current economic environment. At TLB, Indexed Universal Life sales were negatively impacted by changes in the competitive landscape in Singapore.
New premium production for accident & health insurance, decreased due to lower health sales in Spain compared with the prior year period, which had experienced elevated sales. New premium production for property & casualty insurance increased in Spain, reflecting higher sales of non-linked products in Santander Non-Life.
Business update Asset Management
General Account
Affiliate
Third Party
Global Platforms
Strategic Partnerships
Net deposits/(outflows)1
Assets under Management
Include results from Aegon’s joint ventures and associates consolidated on a proportionate basis.
At Aegon’s 2025 CMD, Aegon Asset Management (Aegon AM) set out its ambitions to grow its higher revenue-margin third-party business. In line with this strategy, during the second half of 2025, Aegon AM expanded its CLO warehouse capacity in the US and Europe with a capital investment from the Group.
During 2025, the General Account experienced net deposits which were partially offset by outflows from the reinsurance transaction on Transamerica’s SGUL block that was announced at the 2025 CMD.
Net outflows from Affiliate resulted mainly from US retirement funds and the gradual run-off of the traditional insurance book in the UK.
40 | Annual Report on Form 20-F 2025
Third-party net deposits in Global Platforms were mainly driven by inflows in fixed income and alternative fixed income products in Europe, partly offset by a large redemption in the US, and outflows from a.s.r.
Net deposits in Aegon AM’s Strategic Partnerships were driven by Aegon’s Chinese asset management joint venture, Aegon Industrial Fund Management Company (AIFMC), which experienced net deposits in money market funds, partly offset by net outflows in mutual funds. Aegon’s French asset management joint venture, LBP AM, experienced net outflows driven by withdrawals of low-margin business from a former shareholder, partly offset by net deposits in structured investment products.
Assets under Management (AuM) decreased by EUR 6 billion compared with December 31, 2024, mainly driven by the impact of unfavorable exchange rate movements amounting to EUR 18 billion. This was partly offset by the impact of favorable markets over the period.
Financial highlights
Net result
Operating result
Shareholders’ equity
Contractual Service Margin (CSM)1
(pro-forma after tax)
Valuation equity
Gross financial leverage
On IFRS basis, i.e. excluding joint ventures and associates.
Net Result
Aegon’s net result increased to EUR 980 million in 2025, driven by a higher operating result, and less unfavorable non-operating items (i.e. fair value items, realized gains/ losses and net impairments), partly offset by higher other charges compared with prior year. The income tax for the year amounted to EUR 174 million and includes recurring beneficial impacts, such as the dividend received deduction and tax credits in the US. Consequently, the result before tax amounted to EUR 1,154 million.
Aegon uses the non-IFRS performance measure operating result, that reflects Aegon’s profit before tax from underlying business operations and mainly excludes components that relate to accounting mismatches that are dependent on market volatility, or relate to events that are considered outside of the normal course of business. Aegon believes that this performance measure provides meaningful information about the operating results of Aegon’s business, including insight into the financial measures that Aegon’s
senior management uses in managing the business. The reconciliation from result before tax from continuing operations, being the most directly comparable IFRS measure, to operating result is presented in note 5 Segment information.
For discussion on the operating result for the year ended December 31, 2024 compared to the year ended December 31, 2023, please refer ‘Results of operations’ section in the Annual Report 2024.
Distribution
Savings & Investments
Americas
United Kingdom
Spain & Portugal
China (ATHTF)
Brazil
TLB
Other
International
Asset Management
Holding and other activities
Aegon’s operating result increased by 15% to EUR 1,702 million, reflecting business growth across all units, favorable market impacts, and improved experience variances in the insurance businesses.
The operating result from the Americas increased by 14% to EUR 1,209 million in 2025 compared with 2024. In local currency, it increased by 19% to USD 1,367 million, in line with the run-rate for the year communicated at the 2025 CMD. The increase in the operating result was driven by business growth in Protection Solutions as well as from less unfavorable experience variances in both insurance business segments compared with 2024. This was partly offset by a decrease in the operating result of the non- insurance business segments driven by a lower operating margin in the Distribution business segment.
The operating result of the Protection Solutions business segment increased by 20% to USD 753 million in 2025, mainly from improved experience variances and portfolio growth resulting in a higher release of CSM. The net overall experience variances on claims, expenses, and other items were USD 3 million unfavorable, excluding the unfavorable impact from onerous new business of USD 35 million. A
Annual Report on Form 20-F 2025 | 41
favorable net claims experience, including the corresponding reinstatement of reserves for onerous contracts, was more than offset by unfavorable lapse experience in Traditional Life and other movements in onerous contracts.
In the Savings & Investments business segment, the operating result increased by 5% to USD 288 million, benefiting from higher revenues in Retirement Plans. Growth in Individual Retirement Accounts and General Account Stable Value assets, as well as favorable markets, led to higher assets under administration, while margins on the Stable Value assets expanded. This was partly offset by USD 23 million lower revenues in the Stable Value Solutions line of business as the size of the business has been reduced in recent years through management actions and participant withdrawals.
The operating result of the Distribution business segment decreased by 14%, largely driven by higher expenses reflecting investments in WFG. These were only partly offset by 9% higher revenues due to stronger life and annuity sales at WFG.
The operating result of the Financial Assets segment increased to USD 162 million in 2025, mostly due to an improvement of experience variances compared with the prior year, a higher net investment result, and an improved Other insurance result. This was partly offset by a lower CSM release from the run-off of the portfolio. Excluding interest accretion of USD 57 million for onerous Variable Annuities contracts and USD 2 million onerous new business, experience variances were unfavorable at USD 191 million. This was driven by policyholder behavior as unfavorable claims experience variance was largely offset by a release of reserves for the corresponding onerous contracts.
The operating result from the UK for 2025 amounted to EUR 219 million, or GBP 188 million in local currency, compared with GBP 167 million in 2024. The operating result benefited from business growth and favorable markets which led to both a higher CSM release and increased revenues. These were partly offset by reduced interest income on own cash. Furthermore, losses incurred in 2024 relating to the Protection book have not repeated in 2025 following the sale of the business on July 1, 2024.
The operating result for the International segment increased by 22% to EUR 224 million in 2025. In Spain & Portugal, the operating result benefited from business growth and improved claims and retention experience, partly offset by higher expenses. The operating result in China increased, driven by the local implementation of IFRS 17 partly offset by lower interest rates. The increase in operating result in Brazil, reflected business growth and higher investment
income partly offset by unfavorable exchange rate movements. At TLB, the operating result was mainly driven by a higher CSM release and less onerous contracts, partially offset by a lower net investment result as a result of a lower asset balance.
The operating result from Aegon Asset Management amounted to EUR 217 million in 2025, an increase of 8%, driven by strong performance of Global Platforms, partly offset by a lower operating result in Strategic Partnerships. In Global Platforms, the increase in operating result was mainly driven by higher revenues reflecting business growth, favorable markets and lower expenses from ongoing expense management. In Strategic Partnerships, the operating result decreased, driven by AIFMC, which had benefited from favorable items in 2024. This was partially offset by an increase in operating result from LBP AM, which was driven by business growth and favorable markets.
Holding
The operating result from the Holding was a loss of EUR 166 million. The result from the Holding deteriorated compared with 2024 driven by lower returns on Cash Capital at Holding due to a lower cash balance and lower short-term yields. This was partially offset by a higher benefit from an internal reinsurance transaction between TLB and Transamerica.
Non-operating items
Fair value items
Realized gains / (losses) on investments
Net impairments
Other income / (charges)1
Result before tax
Income tax
Return on Equity2
Includes income tax chargeable to policyholders in the United Kingdom.
Operating result after tax and interest on financial leverage classified as equity / average common shareholders’ equity.
The loss from non-operating items amounted to EUR 231 million in 2025, mainly driven by realized losses in the Americas.
42 | Annual Report on Form 20-F 2025
Fair value items constituted a gain of EUR 80 million, mostly from positive hedge results. In the Americas, the hedging of guarantees in the Variable Annuities, Indexed Universal Life and RILA blocks led to overall positive results, partly offset by market driven fair value losses. The Holding contributed favorably, driven by interest rate hedges related to debt instruments. In the UK, fair value losses reflected the negative revaluations of hedges used to protect the solvency position.
Realized losses on investments
Realized losses on investments amounted to EUR 248 million and were driven by the Americas, where losses were realized on assets related to the SGUL reinsurance transaction, as well as from normal trading activity to manage the investment profile of the General Account. This was partially offset by gains from expected credit loss (ECL) reversals on disposed bonds.
Net impairments amounted to EUR 64 million and were mainly driven by the Americas. There, the ECL reserve increased due to a small number of downgrades and defaults of bond investments, as well as from the purchase of new assets.
Other charges
Other charges amounted to EUR 317 million in 2025. A main driver was annual assumption updates in the Americas and TLB, where expense assumptions were updated and lapse assumptions were strengthened to address recent adverse experience in the Financial Assets book, driven by the TLB Universal Life block reinsured to Transamerica and Variable Annuities. In Protection Solutions, assumption updates mainly related to an update of Medicare Supplement morbidity assumptions to address an industry-wide trend.
Investments and restructuring charges related to the transformation of our businesses and the relocation of our head office and legal seat to the US, including US GAAP implementation expenses, were mainly recorded in the Holding, Americas and the UK, as planned. Various other items, including establishing reserves for settlements of previously disclosed legal cases in the Americas, were partially offset by the favorable impact from the sale of 12.5 million shares of a.s.r. in September 2025. Other charges also included the positive result from Aegon’s stake in a.s.r. of EUR 179 million for the year.
Balance sheet items
Shareholders’ equity per share (in EUR)
Eliminations
Contractual Service Margin1
Pro-forma tax
CSM after tax
CSM after tax per share (in EUR)
Valuation equity per share (in EUR)
Gross financial leverage ratio (%)
As of December 31, 2025, shareholders’ equity was EUR 7.4 billion, which is EUR 0.2 billion higher than on December 31, 2024. The positive net result and the impact of revaluations were partially offset by capital distributions to shareholders and unfavorable currency movements.
On a per share basis, shareholders’ equity increased by 8% to EUR 4.91.
Valuation equity is a non-IFRS financial measure that represents the sum of shareholders’ equity and CSM after- tax (embedded value of unearned profits in insurance contracts). This measure is intended to provide a more comprehensive view of the Group’s economic value. The reconciliation from shareholders’ equity, being the most directly comparable IFRS measure to valuation equity, is presented in the above table.
Valuation equity decreased by 3% in the reporting period to EUR 13.7 billion. The increase in shareholders’ equity was more than offset by a decrease of CSM after tax. The main driver for the lower CSM was unfavorable currency movements.
On a per share basis, valuation equity increased by 2% to EUR 9.06.
Gross financial leverage decreased by EUR 0.4 billion over 2025, to EUR 4.9 billion. This decrease was driven by the depreciation of the US Dollar against the Euro.
Annual Report on Form 20-F 2025 | 43
Contractual Service Margin (CSM)
CSM balance at beginning of period
New business
CSM release
Accretion of interest
Claims and policyholder experience variance
Non-financial assumption changes
Non-disaggregated risk adjustment
Market impact on unhedged risk of
VFA products
Net exchange differences
Transfer to disposal groups
Other movements
CSM balance at end of period
The CSM balance amounted to EUR 8.1 billion per December 31, 2025, a decrease of EUR 0.9 billion compared with December 31, 2024, mostly due to unfavorable currency movements.
New business contributed EUR 678 million to the CSM, driven by business growth in the US. Together with interest accretion, the new business contribution almost offset the CSM release of EUR 973 million.
Claims and policyholder experience reduced the CSM, mainly driven by Financial Assets. Non-financial assumption changes reduced the CSM by EUR 320 million, driven by the annual assumption updates in the US, UK and TLB. Markets had a favorable impact in both the US and the UK. Unfavorable currency movements – predominantly the depreciation of the US Dollar versus the Euro – reduced the CSM balance by EUR 943 million.
In the Americas, the CSM balance grew to EUR 6.4 billion, or USD 7.5 billion, at year-end 2025. This was driven by a growth of 24% of the CSM balance in Strategic Assets (Protection Solutions) compared with the end of 2024 and was only partly offset by the run-off of Financial Assets, where the CSM decreased by 17% over the year. The CSM balance of Protection Solutions now accounts for 57% of the total Americas CSM, which compares with 47% at the end of 2024, and is a testament of Transamerica’s strategy to grow its Strategic Assets and reduce its exposure to Financial Assets.
The increase of the CSM balance of Protection Solutions was mainly driven by new business which, in addition to the accretion of interest, largely reflects growth of the Individual Life portfolio. Favorable non-financial assumption changes mainly related to updates in Individual Life, partly reflecting favorable expense assumption updates, and partly offset by an unfavorable impact in the workplace business, in part
related to the Medicare Supplement product. Further favorable contributions to CSM came from updated portfolio yields in the Indexed Universal Life portfolio and from increased fees on Variable Universal Life products mainly reflecting positive equity markets.
The Financial Assets CSM balance decreased in the period mainly from the gradual run-off of the portfolios, only partly offset by the accretion of interest and new business. In addition, unfavorable claims and policyholder experience variances were mainly from policyholder behavior and market driven impacts on Variable Annuities but were partly offset by favorable impacts from positive equity markets. Non-financial assumption updates resulted in unfavorable charges to the CSM, mainly from updates to the assumptions for policyholder behavior in Variable Annuities and Fixed Annuities. The CSM balance decreased further as a result of the SGUL reinsurance transaction with a USD 145 million impact.
Capital highlights
Capital ratios
Americas (USD)
Available capital
Required capital
US RBC ratio
Scottish Equitable plc (UK) (GBP)
Own funds
SCR
UK SE Solvency II ratio
Aegon Ltd. (EUR)
Eligible own funds
Consolidated Group SCR
Group Solvency ratio
The estimated RBC ratio decreased by 19%-points during 2025 to 424% on December 31, 2025 compared with year- end 2024, and remained above the operating level of 400%. The OCG from operating entities applying the RBC framework had a positive contribution of 42%-points, which was largely offset the 34%-points negative impact of remittances. Market movements had a 16%-points negative impact during the year, driven by higher equity markets. Finally, one-time items and management actions negatively impacted the RBC ratio by around 11%-points. This included restructuring expenses, the impact of the annual actuarial assumption updates within the RBC calculation, establishing reserves for settlements of previously disclosed legal cases, and various other items. As announced at the 2025 CMD, the negative impact on the RBC ratio of the SGUL reinsurance transaction was offset by a capital investment into Transamerica from the Group.
44 | Annual Report on Form 20-F 2025
UK Solvency ratio
The estimated Solvency UK ratio for Scottish Equitable plc decreased to 183% as of December 31, 2025, and remained above the operating level of 150%. The decrease was mainly driven by remittances to the Holding and investments to strengthen the business, which were partly offset by the impact of OCG.
The estimated group solvency ratio decreased from 188% on December 31, 2024, to 184% on December 31, 2025. This was mainly a reflection of the capital returns to shareholders including share buyback programs. Capital generation after holding funding and operating expenses amounted to EUR 630 million. This included market movements with a negative impact of EUR 481 million, mostly driven by the US and China. One-time items were favorable at EUR 119 million, as the adverse impact of one-time items in the US, including the impact of the SGUL reinsurance transaction, which was announced at the 2025 CMD, was more than offset by the proceeds from the sale of 12.5 million shares in a.s.r and the improved contribution from the a.s.r. stake.
Cash Capital at Holding and free cash flow
Beginning of period
a.s.r. dividends
a.s.r. share buybacks
Cash flows from a.s.r.
Gross remittances
Funding and operating expenses
Free cash flow
Capital injections
Acquisitions and divestitures
Capital flows from / (to) shareholders
Net change in gross financial leverage
End of period
Aegon’s Cash Capital at Holding decreased during 2025 from EUR 1,725 million to EUR 1,311 million. This decrease was largely driven by EUR 1,106 million of capital returns to shareholders, consisting of dividend payments and share buybacks. Free cash flow amounted to EUR 829 million and included capital distributions from a.s.r. including Aegon’s participation in a share buyback program by a.s.r. Capital injections amounted to EUR 786 million, mainly reflecting a capital investment in Transamerica, related to the SGUL reinsurance transaction as announced at the 2025 CMD. This was partly offset by the proceeds from the sale of 12.5 million shares in a.s.r. and the divestiture of the Aegon Growth Capital Fund. Other items combined had a negative impact of EUR 77 million, mainly driven by costs related to the relocation of Aegon’s head office and legal seat to the US and capital market transaction costs.
Exchange rates
Per 1 EUR
USD
GBP
Annual Report on Form 20-F 2025 | 45
46 | Annual Report on Form 20-F 2025
48
55
Annual Report on Form 20-F 2025 | 47
“As we look to 2026, the Board is confident that Aegon is on a strong footing.“ David Herzog Chairman of the Board Directors 48 | Annual Report on Form 20-F 2025
Letter from the Chairman
of the Board
As I write my first letter to you as Chairman of Aegon’s Board of Directors, I feel both humbled and energized.
It is an honor to succeed Bill Connelly, whose leadership as a chairman and dedication have guided Aegon through a period of profound change, from strategic divestments to structural transformation. On behalf of the Board, I would like to sincerely thank Bill for his service and his commitment to our company. Also, at the 2025 general meeting, Ms. Young stepped down as Director. The Board would like to thank Ms. Young for her valuable insights and pragmatic approach that have been valuable assets during her 12-year tenure. Aside from feeling grateful as we bid farewell to Bill and Dona, I am pleased that, in addition to myself, the Board welcomed Lori Fouché and Jay Ralph as new members. Additionally, we will propose to appoint Leni Boeren as a new member of the Board at the 2026 AGM. Their broad international experience and diverse expertise will further strengthen our ability to provide effective and strategic oversight and guidance and will enrich our collective discussions as we support Aegon in its next chapter.
A year of performance and transition
The Board carefully monitors both the financial and operational performance of the company. The past year was marked by significant progress under the leadership of CEO Lard Friese and CFO Duncan Russell. We were encouraged by the momentum achieved in Aegon’s markets, by the resilience of its capital position, and by the company’s ability to return value to shareholders while continuing to invest in growth. The Board is pleased with the company’s accomplishment of meeting its financial targets. Likewise, the disciplined execution of management gives the Board confidence that Aegon is well placed to meet its newly announced financial ambitions. We also recognize the Executive Committee’s commitment to embedding a strong risk culture and ensuring that the company operates with transparency and integrity. In a rapidly changing insurance landscape, the Board sees this as a critical foundation for long-term success.
Strategic updates at CMD
On December 10, 2025, Aegon hosted its Capital Markets Day (CMD) in London. With the full support of the Board, the event provided management with the opportunity to update investors and stakeholders on Aegon’s strategic priorities for the years ahead, as well as its new financial ambitions. At the same time, it was an opportunity to demonstrate the
momentum we have built and our ambition to create sustainable value for customers, shareholders, and society. Aegon also announced the beginning of a strategic review of Aegon UK to assess the best way to accelerate and maximize value for all stakeholders.
Relocation to the United States
At the CMD, the relocation of Aegon’s legal domicile, tax residence, and corporate headquarters to the United States was announced. This decision was the result of an extensive review, announced in August 2025. This move, subject to shareholder approval later this year, aligns the structure with the reality of our business. The United States is our largest market, central to the company’s strategy, and the source of most of the earnings and capital generation. By bringing Aegon’s headquarters closer to the majority of its operations, we will strengthen the alignment between strategy, governance, and execution. It is a forward-looking decision that will provide clarity, efficiency, and long-term benefits for all stakeholders. The Board has carefully considered and overseen this decision-making process, and we will continue to do so as we progress through the various phases of the relocation journey. We are convinced that aligning Aegon’s governance and structure more closely with its operations will strengthen the company for the long term.
Looking forward
As we look to 2026, the Board is confident that Aegon is well positioned to harness opportunities enabled by advancements in technologies while leveraging our balance sheet strength and operational discipline. On behalf of the Board, I would like to extend my gratitude to Aegon’s employees across the world. Their dedication and professionalism are vital to the company’s success. I also wish to thank our shareholders, customers, and partners for their trust and support. With a talented Executive Committee, a clear purpose, and a clear strategy, Aegon is well positioned for the years ahead. The Board will continue to provide oversight and guidance as the company pursues its ambitions and fulfills its responsibilities to all stakeholders.
Schiphol, the Netherlands, March 25, 2026
David Herzog
Chairman of the Board of Directors, Aegon Ltd.
Annual Report on Form 20-F 2025 | 49
Corporate governance
and Corporate Governance Statement
Aegon is a Bermuda exempted company with liability limited by shares, having its registered office in Hamilton, Bermuda. The company has its principal place of business and headquarters in Schiphol, the Netherlands. Aegon is registered with the Bermuda Registrar of Companies under number 202302830 and the Dutch trade register under number 27076669. Aegon is subject to Bermuda law, and its governance is predominantly determined by Bermuda law, its bye-laws, its memorandum of continuance, and its board regulations. On December 31, 2025, the company qualified as a non-resident company under the Dutch Non-Resident Company Act, due to which certain Dutch legal requirements, mainly relating to the preparation of the annual accounts in accordance with Title 9 of Book 2 of the Dutch Civil Code, apply.
As Aegon is a company established in Bermuda, the Dutch Corporate Governance Code does not apply to Aegon.
Shareholders
Listing and shareholder base
Aegon’s common shares are listed on Euronext Amsterdam and the New York Stock Exchange. Aegon has institutional and retail shareholders around the world. Aegon’s largest shareholder is Vereniging Aegon, a Dutch association with a special purpose to represent in a balanced manner the direct and indirect interests of the company (Aegon) and its stakeholders.
General Meeting of Shareholders
A General Meeting of Shareholders (the “General Meeting”) is held annually and, if deemed necessary, the Board of Directors (the “Board”) of the company may convene a special General Meeting. The main function of the General Meeting is to decide on:
At the Annual General Meeting, the Board shall present the annual accounts to shareholders for discussion. The Board shall also annually present shareholders with a remuneration report that shall be put to an advisory vote, which shall not be binding on the Board or the company.
Convocation
A General Meeting must be convened at least 30 days (excluding the day on which the notice is given or served, or deemed to be given or served) prior to the day of the General Meeting and shall be called by way of a press release and publication on the website. The notice shall specify the place, day, and time of the meeting, the record date, means of electronic communication, and the agenda.
The Board will convene General Meetings. Shareholders representing at least 10% of the paid-up share capital may request a General Meeting. Shareholders representing at least 1% of the issued capital or 100 or more shareholders jointly may request one or more items to be added to the agenda of a General Meeting. The company must receive such a request at least six weeks before the General Meeting. Matters that are not reserved for, or do not require a resolution of the General Meeting pursuant to the bye-laws or Bermuda law, may only be included as a non-voting discussion item that shall be non-binding to the company and the Board unless otherwise and at its sole discretion determined by the Board.
Record date
The record date determines shareholders’ entitlements to participate in and vote in a General Meeting. The record date may be determined by the Board and may not be more than 60 days before or later than 20 business days before the date fixed for the General Meeting.
Attendance
Every shareholder is entitled to attend the General Meeting and vote either in person or by proxy granted in writing. This includes proxies submitted electronically. All shareholders wishing to participate must provide proof of identity and shareholding and notify the company in advance of their intention to attend the meeting. Aegon also solicits proxies from New York registry shareholders in line with common practice in the United States.
50 | Annual Report on Form 20-F 2025
Voting at the General Meeting
At the General Meeting, each common share carries one vote. In the absence of a Special Cause, Vereniging Aegon casts one vote for every 40 common shares B it holds.
Board of Directors
At year-end 2025, Aegon has a one-tier Board consisting of ten Non-Executive Directors and one Executive Director, being the Chief Executive Officer. Details on the composition of the Board can be found in the Composition of the Board and Executive Committee section of this document. Subject to the provisions of the Bermuda Companies Act and the company’s bye-laws, the Board manages and conducts Aegon’s business and is responsible for the company’s general affairs, including setting its strategy. The Board may exercise all the powers of the company except those required by the Bermuda Companies Act or the company’s bye-laws to be exercised by the General Meeting. The members of the Board owe a fiduciary duty to Aegon to act in good faith in their dealings with or on behalf of Aegon and exercise their powers and fulfill the duties of their office honestly. In the exercise of its duties, the Board shall take into account the long-term consequences of decisions, sustainability, and the interests of all corporate stakeholders. For the purpose of a Director’s duty to act in good faith and in the best interests of the company, the Director is not obligated to prioritize the interests of any specific stakeholder or group of stakeholders over others.
Composition of the Board
The General Meeting appoints the members of the Board. If the Board proposes the appointment of a member of the Board, the General Meeting resolution requires a simple majority of the votes cast; otherwise, the resolution requires a two-thirds majority of the votes cast, which must represent more than half of the then-issued and outstanding shares.
Members of the Board will be appointed for a term of no more than four years and may be reappointed. After 12 years, a Non-Executive Director will no longer be considered independent. A profile outlining the required qualifications for Board members has been established and is published on aegon.com as schedule to the Board regulations. If the Board proposes removing or suspending a member, the General Meeting resolution requires a simple majority of the votes cast. In contrast, the resolution requires a two-thirds majority of the votes cast, which must represent at least half of the then-issued and outstanding shares.
The Board determines the remuneration and other terms of service of the Executive Director and the Non-Executive Directors, in accordance with the Board’s Remuneration Policy. The Remuneration Policy is adopted by the General Meeting, ultimately at the fourth annual General Meeting held after the General Meeting, during which the Remuneration Policy was most recently adopted. The Remuneration Policy was most recently adopted at the 2024 annual General Meeting.
The Board may, subject to its control, delegate all powers, authorities, and discretions relating to the day-to-day- operations and general business and affairs of Aegon to Aegon’s Chief Executive Officer (the “CEO”). The Board oversees the execution of its responsibilities and delegated powers, authorities, and discretions by the CEO and any other person or committee to which the Board has delegated any of its duties and responsibilities and is ultimately responsible for the fulfillment of the Board’s duties by them.
Committees
The Board has four committees comprised solely of Non-Executive Directors. These committees are as follows:
Please see Composition of the Board and Executive Committee for the composition of the Board’s committees and the Board Report for more information on their functioning.
CEO
The CEO is a member of the Board and is responsible for the day-to-day management and general business and affairs of the company and the Group. In particular, the CEO is entrusted with all the Board’s powers, authorities, and discretions in relation to the operational running of the company, particularly powers, authorities, discretions including but not limited to such matters as: the operational running of the company and the business, developing the company’s strategy and sustainability approach for consideration, determination, and approval by the Board and the implementation of such strategy, and managing performance of the business. Lard Friese is the CEO of Aegon and was first appointed in 2020.
Annual Report on Form 20-F 2025 | 51
Executive Committee
The members of the Executive Committee work alongside the CEO and help oversee operational activities and the implementation of Aegon’s strategy. Members are drawn from Aegon’s functional, business, and country units and have regional and global responsibilities. As such, among others, the CFO and CRO are members of the Executive Committee.
This ensures that Aegon is managed as an integrated international business. The Executive Committee provides vital support and expertise in pursuit of the company’s strategic objectives. Please see Composition of the Board and Executive Committee for the Executive Committee composition.
Capital, significant shareholdings, and exercise of control
As a publicly listed company, Aegon is required to provide the following detailed information regarding any structures or measures that may hinder or prevent a third party from acquiring the company or exercising effective control over it.
Capital of the company
Aegon has an authorized capital of EUR 720 million, divided into 4 billion common shares and 2 billion common shares B, each with a nominal value of EUR 0.12. As of December 31, 2025, a total of 1,573,119,870 common shares and 335,830,640 common shares B have been issued, whereby the common shares comprise 82%, and the common shares B comprise 18% of the issued capital.
Depository receipts for Aegon shares are not issued with the company’s cooperation.
Under the Dutch act on the conversion of bearer shares, all 16,040 bearer shares outstanding as of December 2020 were converted into registered shares held by the company as of January 1, 2021. Until January 1, 2026, a holder of a valid certificate of a bearer share had the right to request the company to provide such holder with a registered share as a replacement of the bearer share. Certificates of bearer shares for which such a request was not made on or before January 1, 2026 will no longer be replaced with registered shares and the corresponding registered shares held by the company now definitively belong to the company.
Each common share carries one vote. There are no restrictions on the exercise of voting rights by holders of common shares other than those held in treasury, which do not carry the right to vote.
All issued and outstanding common shares B are held by Vereniging Aegon. The nominal value of a common share B is equal to the nominal value of a common share. This means that common shares B also carry one vote per share.
However, the voting rights attached to common shares B are subject to restrictions as laid down in the Voting Rights Agreement, under which Vereniging Aegon may cast only one vote for every 40 common shares B it holds in the absence of a Special Cause.
The financial rights (such as the rights to dividends, return of assets on liquidation, reduction of capital, or otherwise) attached to a common share B are 1/40th of the financial rights attached to a common share. The rights attached to the shares of both classes are otherwise identical.
For the issuance of shares, reduction of issued capital, the sale and transfer of common shares B, or otherwise, the value or the price of a common share B is determined as 1/40th of the value of a common share.
For such purposes, no account is taken of the difference between common shares and common shares B in terms of the proportion between financial rights and voting rights.
Significant shareholdings
On December 31, 2025, Vereniging Aegon, Aegon’s largest shareholder, held a total of 270,149,311 common shares and 327,885,200 common shares B.
Under the terms of the 1983 Merger Agreement, as amended in May 2013, Vereniging Aegon has the option to acquire additional common shares B. Vereniging Aegon may exercise its call option to keep or restore its total stake to 32.6% of the voting rights, irrespective of the circumstances that caused the total shareholding to be or become lower than 32.6%.
During 2025, the following agreements were entered into between Aegon and Vereniging Aegon.
On January 13, 2025, Aegon entered into a share repurchase agreement with Vereniging Aegon, pursuant to which Vereniging Aegon participated pro rata in the EUR 150 million buyback program (after adjusting for approximately EUR 40 million of share buybacks in this program to meet Aegon’s obligations under its share-based compensation plans for senior management) based on its combined common shares and common shares B, for aggregate consideration of EUR 20 million. The participation of Vereniging Aegon in this share buyback program was equally distributed over the total number of trading days during the program whereby the number of shares repurchased has been determined based on the daily volume-weighted average price per common share on Euronext Amsterdam, resulting in Aegon repurchasing 3,336,760 common shares from Vereniging Aegon in the 2025 share buyback program that ended on June 30, 2025.
52 | Annual Report on Form 20-F 2025
On July 1, 2025, Aegon entered into a share repurchase agreement with Vereniging Aegon, pursuant to which Vereniging Aegon agreed to participate in Aegon’s 2025 EUR 200 million share buyback program for an aggregate consideration of EUR 37 million. On August 25, 2025, Aegon and Vereniging Aegon entered into an addendum to the share repurchase agreement entered into on July 1, 2025 to have Vereniging Aegon participate for an additional EUR 34 million in the additional EUR 200 million that has been added to Aegon’s existing EUR 200 million share buyback program that commenced on July 1, 2025. The aggregate participation in the amount of EUR 71 million of Vereniging Aegon in this share buyback program was equally distributed over the total number of trading days during the program, whereby the number of shares repurchased has been determined based on the daily volume-weighted average price per common share on Euronext Amsterdam, resulting in Aegon repurchasing 10,796,374 common shares from Vereniging Aegon in the EUR 400 million share buyback program that ended on December 15, 2025.
On December 16, 2025, Aegon repurchased 17,557,160 common shares B from Vereniging Aegon for the amount of EUR 2,790,043.41 based on 1/40th of the Value Weighted Average Price of the common shares of the five trading days preceding this transaction. The repurchase of common shares B was executed to bring the aggregate holding of voting shares by Vereniging Aegon in Aegon in line with its special cause voting rights of 32.6% following the completion of the share buyback programs, initiated by Aegon in 2025.
For an overview of other significant shareholdings, please see the Other major shareholders section.
Special control rights
The common shares and the common shares B offer equal full voting rights, as they have equal nominal value (EUR 0.12). The Voting Rights Agreement entered into between Vereniging Aegon and Aegon provides that under normal circumstances – that is, except in the event of a Special Cause – Vereniging Aegon is not allowed to exercise more votes than is proportionate to the financial rights represented by its shares. This means that in the absence of a Special Cause, Vereniging Aegon may cast one vote for every common share it holds and one vote for every 40 common shares B it holds. In the event of a Special Cause, Vereniging Aegon may cast one vote for every common share and one vote for every common share B.
A Special Cause may include but is not limited to:
If Vereniging Aegon, acting at its sole discretion, determines that a Special Cause has arisen, it must notify the General Meeting of Shareholders. In this event, Vereniging Aegon retains full voting rights on its common shares B for a period limited to six months. Vereniging Aegon would, for that limited period, command 32.6% of the votes at a General Meeting of Shareholders.
Under the Voting Rights Agreement, Vereniging Aegon has the right, at its discretion, to exercise its full voting rights on the common shares B. Vereniging Aegon may exercise this right unilaterally and independently of Aegon and therefore also irrespective of any decisions of the Board of Aegon.
Issue and repurchase of shares
In accordance with Bermuda law, the Board will be authorized to issue Aegon shares up to Aegon’s authorized capital. However, the bye-laws determine that any issue of Aegon shares exceeding 10% of Aegon’s issued share capital requires a resolution of the General Meeting, unless (i) the Board determines that the issuance of shares is necessary or conducive for purposes of safeguarding, conserving, or strengthening the capital position of Aegon or (ii) such shares are issued to a person exercising a previously granted right to subscribe for shares. As a result, other than in the case described in the previous sentence, any transaction requiring the issuance of more than 10% of Aegon’s issued share capital will require shareholder approval.
According to the current bye-laws adopted by the General Meeting on June 12, 2024, each holder of common shares will have pre-emptive rights upon the issuance of common shares in proportion to the number of common shares held by such shareholder. The General Meeting can authorize the Board to limit or exclude such pre-emptive rights, provided that if less than half of the then outstanding shares that are entitled to vote on the matter are represented during such general meeting, such resolution can only be adopted with at least two-thirds of the votes cast.
Annual Report on Form 20-F 2025 | 53
The General Meeting will be requested annually to provide authorization to the Board to exclude (i) pre-emptive rights for up to 10% of the issued share capital and (ii) pre-emptive rights for share issuances for purposes of safeguarding, conserving, or strengthening Aegon’s capital position. The same applies mutatis mutandis for holders of common shares B upon the issuance of common shares B, whereby the Board can exclude or limit these pre-emptive rights in accordance with a prior authorization granted by the meeting of holders of common shares B.
Issuances for equity compensation plans or against a non- cash contribution are excluded from pre-emptive rights.
Aegon is entitled to acquire its own fully paid-up shares, providing it acts within the parameters set by Bermuda law and the Dutch Non-Resident Companies Act. According to the current bye-laws adopted by the General Meeting on June 12, 2024, authorization from the General Meeting will be required for (i) resolutions to declare a final dividend and (ii) resolutions regarding the acquisition of own shares by Aegon. Aegon envisages to request this authorization annually.
Transfer of shares
There are no restrictions on the transfer of common shares. Common shares B can only be transferred with the prior approval of Aegon’s Board.
Except for the Voting Rights Agreement entered into with Vereniging Aegon as described herein, Aegon has no knowledge of any agreement between shareholders that might restrict the transfer of shares or the voting rights pertaining to them.
Significant agreements and potential change of control
Aegon is not a party to any significant agreements that would take effect, alter, or terminate as a result of a change of control following a public offer for the outstanding shares of the company, other than those customary in financial markets (for example, financial arrangements, loans, and joint venture agreements).
Share plan
Senior executives at Aegon companies and certain other employees are entitled to variable compensation, a portion of which is granted in the form of shares. For further details, please see the Remuneration Report section and note 44 of the notes to Aegon’s consolidated financial statements. Under the terms of existing share plans, the vesting of granted rights is predefined.
Amending the bye-laws and memorandum of continuance
The Board resolves on amendments to the company’s bye-laws and memorandum of continuance. In order for such an amendment to take effect, it must be approved by the General Meeting. Under Bermuda law, shareholders who, alone or jointly, represent at least 20% of Aegon’s paid-up share capital or any class thereof have the right to, within 21 days after a resolution to amend the memorandum of continuance has been adopted by the General Meeting, apply to the Supreme Court of Bermuda for an annulment of such amendment of the memorandum of continuance, other than an amendment which alters or reduces Aegon’s share capital as provided in Bermuda law. No application may be made by shareholders voting in favor of the amendment.
Human Capital, Risk Management and Internal Control systems
Information on Human Capital can be found in Schedule 6 to the Aegon Board Regulations and in the Employee section of how we create value for our stakeholders.
Information on risk management and internal control systems relating to the financial reporting process can be found in the Risk management section.
54 | Annual Report on Form 20-F 2025
Sustainability governance
Key roles
Aegon’s Board of Directors has ultimate oversight over sustainability. Through its Nomination and Governance Committee, the Board of Directors is advised and kept appraised of business and regulatory developments regarding sustainability.
Advice on Aegon’s sustainability approach is provided by the Global Sustainability Board (GSB), an internal committee, which is supported by the Corporate Sustainability team. The GSB is a senior management committee, established to enhance overall governance and oversight of Aegon’s company-wide approach to sustainability. The GSB meets quarterly and advises the Executive Committee on Aegon’s strategic sustainability approach. It is chaired by the CEO of the Americas and consists of senior-level representatives from across the company, including eight members of the Executive Committee.
The GSB’s core function is to steer and strengthen the sustainability approach across Aegon’s business units, and it is supported by the local sustainability boards. Key actions include formulating and tracking sustainability-focused commitments, key performance indicators (KPIs), and targets.
Aegon’s approach to sustainability is informed by its double materiality assessment (DMA). The DMA is endorsed by the GSB and approved by the CEO with support of the Executive Committee. The Executive Committee is the owner of the material topics as defined under ESRS, including the associated impacts, risks, and opportunities, and has oversight of how these are managed through relevant policies, targets, and actions.
Incentives
The Directors’ Remuneration Policy demonstrates the importance of sustainability by requiring inclusion of quantitative sustainability metrics in the Short-Term Incentive Plan, which directly impacts the outcome of the award. The CEO’s variable compensation also places significant emphasis on sustainable long-term performance under the Long-Term Incentive Plan. Moreover, a significant sustainability-related risk or compliance incident may result in a malus adjustment or claw-back of the CEO’s variable compensation. For more information on the Executive Directors’ Remuneration Policy and the CEO’s variable compensation, please refer to the Remuneration Report.
The Group Risk & Capital Committee (GRCC) oversees the Risk function’s climate scenarios that analyze the potential impacts of climate change on our financial accounts. The Non-Financial Risk Committee (NFRC) oversees the Risk function’s annual climate risk assessment that identifies possible physical and transition risks that could impact Aegon.
The Compliance function co-ordinates Aegon’s biennial Human Rights Risk Assessment and also carries out an Annual Compliance Risk Assessment (ACRA) to assess compliance risks. This is also overseen by the NFRC.
Annual Report on Form 20-F 2025 | 55
Composition of the Executive
Committee and Board of Directors
Members of the Executive Committee
Lard Friese (1962, Dutch)
CEO and Chairman of the Executive Committee, and executive member of the Board of Directors
of Aegon Ltd.
Please refer to the Composition of the Board of Directors in the next section for more information on Lard Friese’s background.
Duncan Russell (1978, British)
Chief Financial Officer
and member of the Executive Committee
Duncan Russell has worked all of his professional career in the financial services sector. Mr. Russell was appointed Chief Transformation Officer and member of the Executive Committee of Aegon in August 2020. In September 2024, Mr. Russell was appointed Group Chief Financial Officer of Aegon Ltd.
Prior to joining Aegon, Mr. Russell was CFO and Board member at Admiral Financial Services, the financial services subsidiary of Admiral Group, a UK based insurance company,
where he was responsible for finance, analytics, funding, credit risk and pricing.
Before joining Admiral Group, Mr. Russell was Head of Group Strategy and Corporate Finance at NN Group N.V., the Netherlands, where he was responsible for capital management, treasury, M&A, and the Group strategy.
Before joining NN Group N.V., Mr. Russell held various positions at financial services groups in London, including JP Morgan.
Michele Bareggi (1973, Italian)
Chief Strategy, Transformation & Growth Officer
Michele Bareggi has over 25 years of experience in the financial services industry. This includes his tenure at Athora, a leading European savings and retirement services group. Mr. Bareggi was at Athora since its formation in 2018, leading the group through a significant period of growth, including its expansion into Belgium, Ireland, Italy, and the Netherlands. He has served as CEO, Deputy CEO & President of the Athora group; Member of the Supervisory Board of Athora Netherlands and Chair of the Board of Athora Belgium.
Prior to Athora, Mr. Bareggi held senior positions, covering both private and public markets, at Morgan Stanley, Nomura, Lehman Brothers and Credit Suisse. During his time at these global investment banks, he played key roles in designing, marketing, and implementing assets and insurance products, ALM and risk management solutions as well as new business initiatives to support the needs of European insurance companies.
Mr. Bareggi joined Aegon as Chief Strategy, Transformation and Growth Officer on November 1, 2024 and is a member of Aegon’s Executive Committee.
56 | Annual Report on Form 20-F 2025
Will Fuller (1971, American)
CEO of Aegon Americas
Throughout his 30-year career in financial services, Will Fuller has been dedicated to helping consumers live better today and worry less about tomorrow through advocacy, communication, and education. Whether he’s serving in senior leadership roles or engaging in industry-wide advocacy efforts, Mr. Fuller is passionate about meaningful work that makes a difference in people’s lives.
Mr. Fuller was appointed President and Chief Executive Officer of Transamerica Corporation in March 2021. Transamerica is one of the nation’s largest insurers, with millions of customers throughout the United States and Canada, and approximately USD 400 billion in assets under management and administration across its core businesses of life insurance, annuities, retirement plans, asset management, and employee benefits.
Together with the Transamerica senior leadership team, 6,100 employees, and World Financial Group’s network of over 95,000 licensed agents, Mr. Fuller is driving Transamerica’s strategic and financial transformation into America’s leading middle market life insurance and retirement company.
Mr. Fuller is a member of the Transamerica Corporation Board of Directors and the Executive Committee of Aegon Ltd., Transamerica’s parent company. Prior to joining Transamerica, Mr. Fuller served in senior leadership roles for Lincoln Financial Group and Merrill Lynch.
Mr. Fuller serves on the CEO Committee for the Alliance for Lifetime Income by LIMRA. He is a board member of the American Council of Life Insurers and LL Global Inc., whose LIMRA and LOMA organizations have a combined membership of more than 700 insurance and financial services firms across 63 countries.
Mr. Fuller is a former board member of Forum for Investor Advice, Money Management Institute, and Insured Retirement Institute – which honored him with its 2019 Industry Champion of Financial Security Award.
Mr. Fuller was appointed as a member of Aegon’s Executive Committee in March 2021.
Mike Holliday-Williams (1970, British)
CEO of Aegon UK
Mike Holliday-Williams started his career with WHSmith in 1991 as a graduate trainee, working as a Retail Manager in many UK stores and in Business Development. In 1997, he joined Centrica where he had several general management and marketing roles in British Gas, before becoming the Residential & Marketing Director of Centrica Telecoms/One.Tel in 2004.
In 2006, Mr. Holliday-Williams joined RSA, becoming the UK Managing Director of Personal Lines in 2008, responsible for MORE THAN, Partnerships, and the Broker businesses.
In 2011, he moved to Copenhagen to become the CEO of RSA Group’s Scandinavian businesses, Codan A/S and Trygg-Hansa, and he also became a member of the RSA Group Executive Board. In 2014, he moved to Direct Line Group (DLG) to become MD of the Personal Lines business, joining the Board of DLG in February 2017.
Mr. Holliday-Williams joined Aegon UK in October 2019, to take over as CEO. He became a member of Aegon’s Executive Committee in March 2020.
Astrid Jäkel (1977, German)
Chief Risk Officer
Astrid Jäkel has more than 20 years of experience in the European and global insurance sectors. She joined Aegon from the international management consultancy firm Oliver Wyman where she was a partner in the European Insurance and Asset Management Practice, co-leader of the European Insurance Financial Effectiveness team as well as a member of the Board of Oliver Wyman’s Swiss subsidiary. Her consulting work focused on high-impact risk, capital, asset liability and investment management topics.
Ms. Jäkel worked with leading European and global insurers on a broad range of projects to help transform and optimize their risk and balance sheet management capabilities for market, credit, insurance, and non-financial risks.
Ms. Jäkel was appointed CRO of Aegon and member of Aegon’s Executive Committee in March 2022. Her responsibilities include managing Aegon’s Group Risk and Actuarial functions, along with maintaining the Group’s Risk Management framework and overseeing the risk management capabilities.
Annual Report on Form 20-F 2025 | 57
Shawn C.D. Johnson (1963, American)
CEO of Aegon Asset Management
Shawn C.D. Johnson’s career in the financial services industry spans over 25 years, most recently as CEO of AMP Capital, where he led the global asset manager through a strategic transformation.
Prior to AMP Capital, Mr. Johnson founded Guidon Global LLC, an investment management and consulting firm. He had a 15-year tenure at State Street Global Advisors (SSGA), where he served as SSGA’s Investment Committee Chairman overseeing USD 2.1 trillion in client assets and
played a key role in guiding the firm’s global investment strategies. Mr. Johnson’s broad investment experience covers all asset classes including cash, fixed income, global equities, real estate, currencies, commodities, hedge funds and private equity.
Mr. Johnson is a former chair of both the US Financial Services Sector Coordinating Council (FSSCC) and the Association of Institutional Investors’.
Mr. Johnson was appointed CEO of Aegon Asset Management and a member of Aegon’s Executive Committee in September 2024.
Marco Keim (1962, Dutch)
CEO of Aegon International
Marco Keim began his career with accountancy firm Coopers & Lybrand/Van Dien, before moving to the aircraft manufacturer Fokker Aircraft and NS Reizigers, part of the Dutch railway company, NS Group.
In 1999, he joined Swiss Life in the Netherlands as a member of the Board and was appointed CEO three years later. Mr. Keim was appointed CEO of Aegon the Netherlands and member of Aegon’s Executive Committee in June 2008.
From 2017 to 2020, Mr. Keim headed Aegon’s operations on mainland Europe. Since January 2020, Mr. Keim is responsible for Aegon’s insurance joint ventures in Brazil and China, its businesses in Spain & Portugal, its high-net-worth insurance business, as well as several ventures in Asia. These businesses together comprise the reporting segment ‘Aegon International’.
Mr. Keim is a former member of the Supervisory Board of Eneco Holding N.V.
Onno van Klinken (1969, Dutch)
General Counsel
Onno van Klinken has more than 30 years’ experience providing legal advice to a range of companies and leading Executive Board offices. Mr. Van Klinken started his career at Allen & Overy, and previously worked for Aegon between 2002 and 2006.
He then served as Corporate Secretary for Royal Numico, before it was acquired by Groupe Danone. His next position was as General Counsel for the Dutch global mail and express group TNT, where he served from 2008 until
the legal demerger of the group in 2011. This was followed by General Counsel positions at D.E. Master Blenders 1753 and Corio N.V.
Mr. Van Klinken rejoined Aegon in 2014 as General Counsel responsible for Group Legal, Compliance, the Board Office, and Government and Policy Affairs. Mr. Van Klinken has been a member of Aegon’s Executive Committee since August 2016. Mr. Van Klinken was appointed member of the Board of Stichting Continuïteit SBM Offshore in December 2016.
58 | Annual Report on Form 20-F 2025
Deborah Waters (1967, American)
Chief Technology Officer
Deborah Waters began her career at aerospace group Lockheed Martin in 1989 before moving to software consultancy group Seer Technologies.
In 1995, she joined Citigroup Inc., where she held various technology leadership positions in the intervening years. Most recently she served for over five years as Citi’s Global Head of Private Bank Operations and Technology. Additionally, Ms. Waters was the Head of Inclusion and Diversity for Citi’s Institutional Client Group Operations and Technology.
Previous roles at Citigroup include leading Client Centric and Equities Technology, supporting the Equities, Research, Commercial Bank, Citi Velocity, and Markets Sales businesses. She also served as the Chief Operating Officer
for the Markets Technology organization during her tenure there. Before moving to Markets Technology, Ms. Waters managed Markets and Operational Risk Technology for the organization where she started as a developer of risk solutions.
Ms. Waters joined Aegon in February 2022 as Chief Technology Officer and is a member of Aegon’s Executive Committee. In addition, Ms. Waters was named Transamerica’s CTO in May 2025 to lead an integrated technology organization that combines Transamerica’s technology services and Aegon’s global technology services. In her capacity as CTO of Transamerica, she is also a member of Transamerica’s Executive Committee.
Ms. Waters is member of the Board of Directors of RanMarine Technology BV (not-listed).
Holly Waters (1970, American)
Chief Human Resources Officer
Holly Waters has over 25 years of experience in corporate human resources. Most of this time has been in leadership positions at Transamerica, Aegon’s largest business and a leading provider of life insurance, retirement, and investment solutions in the US. Her responsibilities have included strengthening employee engagement and corporate performance through leadership in strategic planning, talent management, and organizational transformation.
Ms. Waters was appointed Chief People and Places officer at Transamerica in March 2020. In this role, she is responsible for leading talent acquisition and development, compensation and benefits, human resources operations and systems, diversity and inclusion, and strategic HR business partnering. Ms. Waters is also a member of Transamerica’s Executive Committee and is responsible for company’s real estate portfolio and facilities throughout the US and Canada.
In November 2025, Ms. Waters was appointed, on an interim basis, as Chief Human Resources Officer at Aegon and a member of Aegon’s Executive Committee.
Annual Report on Form 20-F 2025 | 59
William L. Connelly (1958, French)
Chairman of the Board of Directors
until November 12, 2025
Chairman of the Nomination and Governance Committee
Mr. Connelly was appointed to the Board of Directors in 2017 and designated Chairman of the Board of Directors in May, 2018. Following an eight-year tenure, Mr. Connelly retired from the Board of Directors as per November, 2025.
David Herzog (1959, American)
Mr. David Herzog brings over forty years of life insurance and financial services experience to the Board. Currently serving as Chairman of the Board at DXC Technology, Mr. Herzog’s extensive career includes roles such as Chief Financial Officer and Executive Vice President at American International Group (AIG) from 2008 to 2016. Prior to this, Mr. Herzog was the Chief Financial Officer and Chief Operating Officer at American General Life, following its
acquisition by AIG. He also held various executive positions at GenAmerica Corporation and Family Guardian Life, a Citicorp company, adding to his profound insight into the financial services industry. Until May 2025, Mr. Herzog was a member of the Board of Directors at MetLife Inc. and was Chair of the Audit Committee from 2017 to 2024.
Mr. Herzog was appointed to Aegon’s Board in June 2025, and designated Chairman of the Board of Directors in November 2025. His current term ends in 2029.
CEO and Chairman of the Executive Committee,
and (executive) member of the Board of Directors
Lard Friese has worked most of his professional career in the insurance industry, including 10 years at Aegon between 1993 and 2003. He was employed by ING as from 2008, where he held various positions. In July 2014, upon the settlement of the Initial Public Offering of NN Group N.V., he became the CEO of NN Group. During his tenure at NN Group, he led a wide range of businesses in Europe and Asia and created a stable platform for growth and shareholder value.
He has extensive experience in the areas of insurance, investment management, customer centricity, mergers and acquisitions, and business transformation.
Mr. Friese was appointed CEO Designate on March 1, 2020, and has been appointed Executive Director of the Board. In 2024, Mr. Friese was re-elected as Member of the Board of Directors until the end of the AGM to be held in 2028. Mr. Friese is CEO and Chairman of the Executive Committee of Aegon Ltd.
Mr. Friese is also a member of the Supervisory Board of ASR Nederland N.V. and a member of the Supervisory Board of Pon Holdings B.V. (non-listed). Mr. Friese is also Vice Chairman of the Board of Directors of The Geneva Association, the leading global think tank for the insurance industry.
Albert Benchimol
(1957, American, Canadian, Moroccan)
Chairman of the Nomination and Governance Committee Member of the Risk Committee
Mr. Albert Benchimol brings more than 40 years of experience as a senior leader in the insurance and reinsurance industry. Between 2012 and May 2023, he was president and Chief Executive Officer of AXIS Capital Holdings, a Bermuda-based global specialty underwriter and provider of insurance and reinsurance solutions. Subsequently, Mr. Benchimol became advisor to the CEO and the Executive Committee at AXIS Capital
Holdings, a role he retained until the end of 2023. Before joining AXIS Capital Holdings, Mr. Benchimol held various senior positions at PartnerRe and Reliance Group Holdings, after beginning his career in banking at the Bank of Montreal. Mr. Benchimol has also served in a leadership role in a number of additional industry organizations, including Chair of the Association of Bermuda Insurers and Reinsurers, and as an External Member of the Council of Lloyd’s.
Mr. Benchimol was appointed to Aegon’s Board in June 2024, and his current term ends in 2028. He is Chairman of the Nomination and Governance Committee and member of the Risk Committee.
60 | Annual Report on Form 20-F 2025
Mark A. Ellman (1957, American)
Chairman of the Compensation and Human Resource Committee
Member of the Risk Committee
Mark A. Ellman is a former Vice Chairman Global Origination of Bank of America/Merrill Lynch. Before joining Bank of America/Merrill Lynch, he held various roles in the US insurance industry. These mostly entailed working in corporate finance at large US financial institutions, where he was engaged in M&A advice and transactions, together with equity and debt raisings for insurance companies.
He was a founding partner of Barrett Ellman Stoddard Capital Partners.
Mr. Ellman was appointed to Aegon’s Board in 2017, and his current term ends in 2029. He is a Chairman of the Compensation and Human Resource Committee and member of the Risk Committee. Mr. Ellman was a Non- Executive Director of Aegon USA from 2012 to 2017.
Karen Fawcett (1962, British)
Member of the Compensation and Human Resource Committee
Karen Fawcett was formerly CEO Retail, Brand and Marketing for Standard Chartered Bank, which focused primarily on Asia, Africa, and the Middle East. Her broad career across complex global businesses covers wholesale and retail banking, global strategy, technology transformation, and brand and marketing.
Prior to her career in banking, Ms. Fawcett was Partner at global management and information technology consultancy firm Booz, Allen & Hamilton, where she advised insurers, banks, and asset managers on a wide range of strategic, technological, and operational transformations.
Ms. Fawcett was appointed to Aegon’s Board in May 2022 and her current term ends in 2026. She is a member of the Compensation and Human Resource Committee and a member of the Risk Committee.
Ms. Fawcett holds several non-executive director positions, with a portfolio across financial services, digital transformation, and climate change mitigation. These positions are with the following non-listed entities: the LGT Group Foundation; Temus; Global EverGreening Alliance; and BetterTradeOff. Ms. Fawcett is a former member of the Board of Directors of INSEAD.
Lori Fouché (1969, American)
Member of the Nomination and Governance Committee
Ms. Lori Fouché brings over two decades of experience in the financial services industry. Most recently, Ms. Fouché served as Senior Executive Vice President and Advisor to the CEO of TIAA, a US-based provider of retirement and investment solutions, and as CEO of TIAA Financial Solutions. Prior to joining TIAA in 2018, she held several senior positions at Prudential Financial, including Group Head of Individual Solutions, President of Individual Annuities, and CEO of Group Insurance businesses.
Ms. Fouché currently serves on the Board of The Kraft Heinz Company, a global food and beverage company. She also serves as a director of Gusto Inc., a private payroll, benefits, and human resource management software provider since October 2021, and Hippo Holdings, a property insurance provider. She is member of the Princeton University Board of Trustees (not listed).
Ms. Fouché was appointed to Aegon’s Board in June 2025, and her current term ends in 2029. She is a member of the Risk Committee and Member of the Nomination and Governance Committee.
Annual Report on Form 20-F 2025 | 61
Jack McGarry (1958, American)
Chairman of the Audit Committee
Jack McGarry is a former actuary who spent the majority of his career at Unum Group, an NYSE-listed provider of workplace financial protection benefits. He has held various leadership roles in risk management, in finance, as CEO of Unum’s business in the United Kingdom, and CEO of Unum’s Closed Block.
His last position at Unum was as Chief Financial Officer (CFO). As CFO, he successfully led the transformation of the finance organization by outsourcing transactional
processes, driving automation across the organization, implementing accounting and financial planning & analysis platforms and modelling, and navigating the company through the implementation of tax reform.
This experience underscores his in-depth knowledge of the insurance industry and his integral perspective on managing an insurance company. Mr. McGarry was appointed to Aegon’s Board in June 2021, and his current term ends in 2029. Mr. McGarry is Chairman of the Audit Committee and member of the Compensation and Human Resource Committee.
Jay Ralph (1959, American, Swiss)
Member of the Audit Committee
Mr. Jay Ralph has had a distinguished career in insurance and asset management including almost 20 years of leadership roles at Allianz SE, a global insurance and asset management company. Mr. Ralph was most recently a member of the Board of Management of Allianz SE and Chairman of both Allianz Asset Management and Allianz Life Insurance Company North America. He has also served on various boards of Allianz SE’s global subsidiaries across
Europe and the Americas. Prior to this, he held several senior roles in the financial industry.
Mr. Ralph currently sits on the Board of Swiss Re Group and is an advisor to the Siemens Pension Board (not listed).
Mr. Ralph was appointed to Aegon’s Board in June 2025, and his current term ends in 2029. He is a member of the Audit Committee and Member of the Nomination and Governance Committee.
Caroline Ramsay (1962, British)
Chairman of the Risk Committee
Caroline Ramsay gained a Master’s degree in Natural Sciences in 1984 at Cambridge. She started her professional career at KPMG in Ipswich and London, where she qualified as a Chartered Accountant in 1987. During her long career, Ms. Ramsay gained substantial experience in Finance and Audit at large insurance companies. In addition to her strong financial background, Ms. Ramsay acquired extensive managerial expertise in executive roles at Norwich Union plc (now Aviva plc) and RSA.
Ms. Ramsay holds various Non-Executive Board positions. In 2013, she joined the board of Scottish Equitable – and in 2017 also the boards of Aegon UK plc and Cofunds Ltd. – where she served as the Audit Committee Chair until May 14, 2020. Ms. Ramsay was appointed to Aegon’s Board in
May 2020 and her current term ends in 2028. She served as Chairman of the Audit Committee and as a member of the Risk Committee until August 2023 and is currently Chairman of the Risk Committee and a member of the Audit Committee.
Ms. Ramsay is senior independent Director of the Board of Brit Syndicates Ltd. (non-listed), and a member of the Board of Directors of Tesco Underwriting Ltd. (non-listed), Tesco Personal Finance Ltd (non listed), and Tesco Personal Finance Group Ltd (non listed). Ms. Ramsay is a former member of the FCA Regulatory Decisions Committee, and a former member of the Payment Systems Regulator’s Enforcement Decisions Committee. Ms. Ramsay served as member of the Board of Directors of Ardonagh Specialty Holdings Ltd. (non-listed) and as a member of the Board of Directors of Aberdeen UK Smaller Companies Growth Trust plc.
62 | Annual Report on Form 20-F 2025
Thomas Wellauer (1955, Swiss)
Thomas Wellauer started his professional career at McKinsey & Company, where he served as Senior Partner and Practice Leader. He held various executive management positions at multi-industries, including financial services, pharmaceuticals, and chemicals. Among others, he served on the Executive Committees of Winterthur, Credit Suisse, Novartis, and Swiss Re. His most recent position from 2010 to 2019 was Group Chief Operating Officer of Swiss Re. During his career, Mr. Wellauer also served as independent Director on the boards of several global companies such as Munich Re and Syngenta.
Mr. Wellauer was appointed to Aegon’s Board in May 2020, and his current term ends in 2028. He is a member of the Audit Committee and a member of the Compensation and Human Resource Committee.
Mr. Wellauer is Member of the Board of Directors of SIX Group (not listed), and Chairman of the Board of Trustees of the University Hospital Zurich Foundation. Mr. Wellauer is the former Chairman of the International Chamber of Commerce in Switzerland.
Corien M. Wortmann (1959, Dutch)
Vice Chairman of the Board of Directors
Corien Wortmann was Chairman of the Board of Stichting Pensioenfonds ABP, the Dutch public sector collective pension fund until December 2022, and is a former Member of the European Parliament and Vice President on Financial, Economic and Environmental affairs for the EPP Group (European People’s Party). She was appointed to Aegon’s Board in May 2014. In 2024, Ms. Wortmann was re-elected as Non-Executive Director of the Board of Directors of Aegon Ltd. for a term of two years until the end of the AGM to be held in 2026.
She is Vice Chairman of the Board of Directors, and a member of the Audit Committee and the Nomination and Governance Committee.
Ms. Wortmann is a member of the Board of Directors of DSM-Firmenich AG., Chairperson of the Supervisory Board of Netspar (non-listed), Member of the Supervisory Board of Deloitte Nederland (non-listed), and Member of the Supervisory Board of Planet B.io. (non-listed). She is a former member of the Supervisory Board of Het Kadaster, a former member of the Supervisory Board of Save the Children Nederland, and a former member of the Advisory Committee of the Financial Markets Authority.
Annual Report on Form 20-F 2025 | 63
The Report of the Board of Directors highlights the main topics discussed by the Board of Directors (the Board), the composition of the Board, the roles and responsibilities of its committees including the topics addressed, and provides information on the Board process, the appointment of the independent auditor, and the adoption of the annual accounts 2025.
Main topics discussed
In 2025, the Board discussed, often together with management, many topics that are of importance for Aegon’s strategy execution, its strategic developments and the business units’ performance. The Board actively engaged in strategic deliberations throughout the year, focusing on key aspects that shape the Group’s direction and long-term success. A central component of the Board’s activities involved the ongoing management of the business portfolio. This included the evaluation and execution of acquisitions to strengthen the Group’s capabilities, as well as divestments to streamline operations and optimize resources. In addition to portfolio adjustments, the Board oversaw transactions related to the balance sheet, ensuring that the Group’s financial position remained robust and aligned with strategic objectives. During these discussions, the Board takes into consideration the views of management and other stakeholders while weighing opportunities, capabilities, risks, feasibility and timing of decisions. Underneath, some of the main topics are highlighted.
In August 2025, Aegon announced a review of the potential relocation of Aegon’s legal domicile, tax residence, and corporate headquarters to the United States. In close collaboration with Aegon’s management and after taking into account internal and external counsel and views from stakeholders, the Board considers the relocation in the best interest of Aegon. Aligning the structure with the largest business unit and market will strengthen the strategy and simplify governance and execution. Going forward, the Board will continue to oversee the intended transition, which requires shareholder approval, and the execution of this multi-year relocation process.
US GAAP accounting
As part of the relocation process, the Board discussed in depth its accounting frameworks. Moving from IFRS reporting to US GAAP reporting will allow valuation of Aegon on the same basis as US peers. The Board supported the change in accounting framework, aiming to start US GAAP reporting as of full-year 2027. The Board further discussed and agreed that, in order to facilitate the transition, Aegon will stop publishing trading updates in 2026 and 2027.
a.s.r. shareholding
The Board discussed, without the Group CEO present, the a.s.r. shareholding. The aim is to hold the shares until value-creating opportunities present themselves. Following the Board’s decision, Aegon sold 12.5 million shares in a.s.r. in September 2025 reducing Aegon’s shareholding in a.s.r. from around 30% to approximately 24% of a.s.r.’s share capital.
Capital Markets Day 2025
During the Capital Markets Day 2025 (CMD), Aegon announced the reinsurance of Secondary Guarantee Universal Life (SGUL) contracts (USD 10 billion net face value) by Transamerica. The transaction reduced capital employed and increases remittances from Transamerica. The Board discussed the transaction and considered the related USD 0.8 billion capital investment into Transamerica favorable compared to alternative capital deployment options. The Board continues to be focused on capital allocation in line with its capital policy. The Board aims to return excess capital to stockholders’ overtime unless it can be invested in value-creating opportunities.
The Board pre-discussed other CMD topics as well, which focused mainly on building a bigger, broader, more profitable US Life Insurance and Retirement industry leader. Also discussed was the growth potential and efficiency of the Aegon Asset Management and the launch of a strategic review of the Aegon UK business. The Board discussed and supported the financial ambitions for 2026 and 2027.
Governance and sustainability
Furthermore, the Board addressed the rotation of the Chairman of the Board of Directors and board succession planning in general. Through its Nomination and Governance Committee, the Board was kept appraised of sustainability developments, which included Aegon’s sustainability approach, the long-standing focus on responsible investing, Aegon’s net-zero ambitions, and the focus on fostering a fair and inclusive company.
64 | Annual Report on Form 20-F 2025
Other 2025 topics
In addition, the Board addressed, among others, the following topics in 2025:
2026 focus areas
In 2026, the Board will continue to focus on the business units delivering on their ambitions in line with the budget/ medium-term plan. The Board will closely monitor the growth developments, and the value creation of the businesses while focusing on the strategy developments, including amongst other things the strategic review of Aegon UK, and execution capabilities. Other areas of attention relate to the transition to the US, US GAAP accounting, technology developments, talent development, integrated reporting, controls, and employee wellbeing. Also, the Board will continue to follow other organizational and external developments.
The composition of the Board is discussed regularly in Board meetings, prepared by the Nomination and Governance Committee. The chair rotation process was of particular attention in 2025. Following the recommendation of the Nomination and Governance Committee and upon nomination by the Board, the following changes to the Board have taken place:
The Board is highly appreciative of Mr. Connelly’s and Ms. Young’s years of dedication and contributions.
All non-executive directors are independent directors.
An induction program is in place for new Board members. The program is regularly updated to reflect changes in the environment in which Aegon operates, including regulatory changes. The program is tailored to the needs of individual Board members.
An overview of the composition of the Board of Directors in 2025 can be found in the section Composition of the Board and Executive Committee of this Annual Report. The retirement schedule is available as part of the Board Regulations on aegon.com.
Annual Report on Form 20-F 2025 | 65
The table below depicts, among other things, the tenure, the attendance of the board members, and the number of meetings held.
The Board of Directors retains the ability to call special meetings of the Board and any of its committees as needed.
Board members1
Total members
Average tenure
Average age
Executive Board members
Executive board members - Total members
Executive board members - Average tenure
Executive board members - Average age
Non-executive Board members
Non-executive board members - Total members
Non-executive board members - Proportion of independent members of Board of Directors
Non-executive board members - Average tenure
Non-executive board members - Average age
Executive Committee - Total members
Executive Committee - Average tenure
Executive Committee - Average age
Women in Board of Directors
Proportion of women in Board of Directors
Men in Board of Directors
Proportion of men in Board of Directors
Women in Executive Committee
Proportion of women in Executive Committee
Men in Executive Committee
Proportion of men in Executive Committee
Board oversight
Board of Directors - Number of regular meetings
Board of Directors - Proportion of regular meetings fully attended
Audit Committee
Audit Committee - Number of meetings
Audit Committee - Proportion of meetings fully attended
Risk Committee
Risk Committee - Number of meetings
Risk Committee - Proportion of meetings fully attended
Compensation and Human Resource Committee
Compensation and Human Resource Committee - Number of meetings
Compensation and Human Resource Committee - Proportion of meetings fully attended
Nomination and Governance Committee
Nomination and Governance Committee - Number of meetings
Nomination and Governance Committee - Proportion of meetings fully attended
Number of additional meetings/calls2
Proportion of additional meetings/calls fully attended
n.a. – not applicable; n.m. – not measured; pp – percentage points
The Board of Directors consists an Executive Board member (the CEO) and Non Executive Board members. The Board of Directors is supported by the Executive Committee.
Throughout the year several sub-committee and ad-hoc meetings were scheduled.
66 | Annual Report on Form 20-F 2025
The Committees
The Board has four committees, comprising solely of Non-Executive Directors: the Audit Committee, the Risk
Committee, the Nomination and Governance Committee, and the Compensation and Human Resource Committee.
David Herzog (Chairman of the Board)
Lard Friese (CEO)
Mark Ellman
Karen Fawcett
Lori Fouché
Jack McGarry
Jay Ralph
Caroline Ramsay
Thomas Wellauer
Corien Wortmann (vice-chair of the Board)
Board committee membership as per December 31, 2025.
The Audit Committee
The Audit Committee has confirmed that all its members qualified as independent according to Rule 10A-3 of the SEC. The Chairman of the Audit Committee qualifies as a financial expert according to the Sarbanes-Oxley Act in the United States and the NYSE requirements.
Role and responsibilities
Aegon has both an Audit Committee and a Risk Committee. With regard to the oversight of the operation of the risk management framework and risk control systems, including supervising the enforcement of relevant legislation and regulations, the Audit Committee operates in close coordination with the Risk Committee. Certain Board members participate in both committees, and a combined meeting of the Audit Committee and Risk Committee is scheduled at least on an annual basis.
The main role and responsibilities of the Audit Committee are to assist and advise the Board in fulfilling its oversight responsibilities regarding:
In 2025, the Audit Committee addressed, among others, the following topics:
Annual Report on Form 20-F 2025 | 67
The Risk Committee
The Risk Committee focuses on the effectiveness of the design and operation and the appropriateness of the enterprise risk management framework and internal control systems of Aegon Ltd. This includes:
Furthermore, the Risk Committee is responsible for reviewing, and advising the Board with respect to, the Risk exposures as they relate to capital, earnings, liquidity, operations, product development and pricing, and compliance with risk policies. The Audit Committee primarily relies on the Risk Committee for the topics mentioned above.
The Risk Committee works closely with the Audit Committee. One combined meeting was held in 2025. This meeting focused on the 2026 Group Risk plan, and the 2025 Model Validation outcome and the 2026 Model Risk & Validation plan.
In 2025, the Risk Committee addressed, among others, the following topics:
The Nomination and Governance Committee
The Nomination and Governance Committee focuses on the size, composition, and profile of the Board
and addresses the functioning, succession, and proposed nomination of Directors, and ensures that the corporate governance structure is in line with the applicable rules and regulations and advises on the responsible business strategy. This includes:
In 2025, the Nomination and Governance Committee addressed the following additional topics:
68 | Annual Report on Form 20-F 2025
The Compensation and Human Resource Committee
The Compensation and Human Resource Committee (CHRC), is designated to safeguard the existence of sound remuneration policies and practices within the company by overseeing the development and execution of these policies and practices in accordance with the applicable rules and regulations. CHRC assesses, in particular, the remuneration governance processes, procedures and methodologies adopted to ensure that the remuneration policies and practices adequately address all types of risks as well as liquidity and capital levels. The Committee also ensures that the overall remuneration policy is consistent with the longer-term strategy of the company and the longer-term interest of its shareholders, investors, and other stakeholders, as well as the public at large.
This includes, among other:
In June 2024, the AGM adopted the new Directors’ Remuneration Policy. In 2025, the CHRC discussed the alignment of the Executive Committee compensation package to the new remuneration policy. Further discussed in 2025 was the intended transition to the US and the impact on remuneration, retention plans and severance.
The CHRC also oversaw the application of Aegon’s Group Global Remuneration Framework and the various policies and procedures related to it. This included:
In line with its charter, the CHRC discussed at length (i) the Global Employee Survey results in 2025 and (ii) the succession plans overview for the key 90 senior management members (process and health of pipeline).
Process and meetings
The Board and the Committee meetings are scheduled regularly, and the agendas are mainly based on a rolling calendar. The meeting schedule is set two years in advance, allowing for sufficient flexibility to address regular and non- routine matters. Board papers are submitted well before the meetings and are distributed and filed by the board office under the management of the Company Secretary. On the request of the Board, Board (committee) meetings are attended by senior management or others. Minutes of the meetings are made and kept by the Company Secretary.
Independent Auditor
During the 2023 AGM, Ernst & Young Accountants LLP was appointed Aegon’s independent auditor for the Annual Accounts 2024 through 2028. Subject to Bermuda law, the auditor is appointed annually by the AGM. EY Accountants B.V. succeeded Ernst & Young Accountants LLP as independent auditor of Aegon Ltd. as from June 29, 2024, following a change in the latter’s legal structure. During the 2025 AGM, EY was appointed Aegon’s independent auditor for the Annual Accounts 2026
Annual Accounts
This Annual Report includes the Annual Accounts for 2025, which were prepared by management and discussed by both the Audit Committee and the Board. The Annual Accounts are adopted by the Board.
Acknowledgment
The Board of Directors acknowledges that the organization is in transition and entering a new chapter focusing on the next phase of value creation. As part of the transition, the Board contemplates decisions while taking into account the views of multiple stakeholders. In the decision-making process, the Board strives to serve the long-term value creation of the company. Although organizational changes will continue, it is also acknowledged that Aegon’s employees worldwide continue to focus on the business and our customers. The Board highly appreciates the efforts made by management and the employees and underpins their professionalism and customer focus.
David Herzog, Chairman of the Board of Directors of Aegon Ltd.
Annual Report on Form 20-F 2025 | 69
The 2025 Remuneration Report from our Compensation
and Human Resource Committee on behalf of the Board
Introduction
This report has been prepared by the Compensation and Human Resource Committee of the Board of Directors, which was led by the Committee’s Chairman, Mr. Mark A. Ellman, and was approved by the Board of Directors (Board).
In the first chapter, the Compensation and Human Resource Committee presents an overview of the business and remuneration highlights in 2025 and a look ahead to 2026. This is followed by chapter two, which contains a general introduction to remuneration at Aegon. The third chapter is the 2025 Non-Executive Director Remuneration Report, which contains a summary of the Non-Executive Director Remuneration Policy and their remuneration in recent years. In the fourth chapter, the 2025 Executive Director Remuneration Report provides a summary of the Executive Director Remuneration Policy, the Executive Director remuneration over the recent years, and the 2025 Executive Director performance indicators.
1. Business and remuneration highlights
This chapter presents an overview of the business and remuneration highlights in 2025 and a look ahead to 2026.
2025 Business performance against
our performance metrics
In 2025, Aegon either met or outperformed all the financial targets set for the year and commercial momentum also remained strong.
Operating capital generation amounted to EUR 1,287 million, ahead of the EUR 1.2 billion target for 2025. Compared to 2024, operating capital generation increased by 3%, driven by business growth, partly offset by unfavorable currency movements. Both periods were impacted by overall favorable items. In 2025, the return on regulatory capital amounted to 22.6%. The return on regulatory capital measures the profitability of Aegon’s yearly average regulatory capital, with the return (EUR 1,586 million in 2025) represented by the sum of the earnings on in-force from the reporting segments, the a.s.r. capital distributions received, and the (negative contribution from) the Holding funding and operating expenses. The average regulatory capital (EUR 7,032 million in 2025) is based on the group solvency requirement.
Return on Regulatory Capital
Operating capital generation from the units
In 2025, Aegon’s Board of Directors consisted of the following Non-Executive members: Mr. David Herzog (Chairman), Ms. Corien M. Wortmann (Vice Chairman), Mr. Mark A. Ellman, Mr. Thomas Wellauer, Ms. Caroline Ramsay, Mr. Jack McGarry, Ms. Karen Fawcett, Mr. Albert Benchimol, Ms. Lori Fouché, and Mr. Jay Ralph. Mr. William Connelly (former Chairman) departed the Board in November 2025 and Ms. Dona Young departed in June 2025. Ms. Lori Fouché, Mr. Jay Ralph, and Mr. David Herzog all joined in June 2025. Chief Executive Officer, Mr. Lard Friese, is an Executive Member of the Board.
2025 Remuneration highlights
For serving as an Executive Director and Chief Executive Officer in 2025, Mr. Friese received a base salary of EUR 1,365,000, which has not changed since 2024. For that same period, Mr. Friese was allocated EUR 3.5 million in total compensation, which consisted of a base salary, pension contributions, the 2025 Short-Term Incentive, and other benefits (2024: EUR 3.4 million).
The 2025-2027 Long-Term Incentive will be allocated in 2028 after the performance period for this incentive is completed.
The 2025 CEO-to-Median pay ratio was 40:1 (2024: 36:1). This ratio was based on the base salary on May 1, 2025, and the variable compensation awards that were approved and allocated in 2025 (in cash and shares where applicable) for Mr. Friese and Aegon’s employees. The cumulative amount for Mr. Friese was EUR 3.1 million (2024: EUR 2.9 million), while for the median full-time employee, this was EUR 76.7 thousand (2024: EUR 81 thousand).
70 | Annual Report on Form 20-F 2025
Looking ahead to 2026
For 2026, there will be no changes to the retainer levels for the Non-Executive Directors. As of January 2026, Mr. Friese’s compensation has been brought to the market median, consistent with the Directors’ Remuneration Policy, by increasing his base salary to EUR 1,474,000 (2025:EUR 1,365,000) and increasing the Long-Term Incentive target to 250% of base salary (2025: 175%).
At the 2026 Annual General Meeting, the Board will ask Aegon’s shareholders to cast an advisory vote on the 2025 Remuneration Report.
2. Remuneration at Aegon in general
This chapter contains a general introduction to Aegon’s Global Remuneration Framework (GRF), Human Resources Strategy, Remuneration Principles, the concepts of total compensation and variable compensation, Risk Management in relation to remuneration, and remuneration of Material Risk Takers.
Global Remuneration Framework
Aegon’s GRF was designed in accordance with relevant rules and regulations. These included the remuneration rules of the Bermuda Monetary Authority. All remuneration policies within Aegon are derived from the GRF, such as the Directors’ Remuneration Policy and the local Remuneration Policies of our business units. There were no material changes to the GRF in 2025.
Human Resources Strategy
In order to support the Aegon Strategy and local business objectives, the Aegon Group Human Resources Strategy contains the following remuneration-related goals:
Remuneration Principles
Based on the Human Resources Strategy, Aegon has formulated the following Remuneration Principles, which are the foundation for all remuneration policies and practices within the Group:
Risk management in relation to remuneration
Remuneration, and specifically variable compensation, may have an impact on the risk-taking behaviors of employees and, as such, may undermine effective risk management. The GRF, therefore, includes additional remuneration rules for the Executive Director, Material Risk Takers, and Staff in Control Functions, as their roles and responsibilities require tailored risk-mitigating measures and governance processes. These rules include mandatory risk assessments related to setting individual goals, as well as malus and clawback risk assessments.
Both the Risk Management and Compliance functions are involved in the design and execution of Aegon’s GRF and remuneration policies, such as reviewing proposed updates to the GRF and remuneration policies, reviewing the selection of Material Risk Takers, and executing various risk-mitigating measures during the compensation cycle.
Annual Report on Form 20-F 2025 | 71
3. 2025 Non-Executive Director Remuneration Report
This report contains a summary of the Non-Executive Director Remuneration Policy that applied in 2025 and the Non-Executive Directors’ remuneration over the recent years, including remuneration paid under the former Non- Executive Director Remuneration Policy. Disclosures of individuals in the Non-Executive Director tables and text below will include those previously reported as Supervisory Board members before 2023.
Remuneration Policy for Non-Executive Directors in 2025
The purpose of Non-Executive Director remuneration is to provide guaranteed, non-performance based, compensation for the different roles and responsibilities within the Board and its committees. The policy remains in place until the shareholders have adopted a new or revised policy in accordance with the applicable rules and regulatory requirements of the Insurance Code of Conduct of the Bermuda Monetary Authority.
The Board of Directors will submit a proposal to the shareholders to adopt a remuneration policy at an Annual General Meeting at least every four years. The Remuneration Policy was last approved in June 2024.
The remuneration of the Non-Executive Directors consists of annual Board and Committee membership retainers. For these retainers, the aim is to be competitive with the market median for the labor market peer group. The Board annually reviews the labor market peer group to ensure it remains relevant and up to date, for example in case of de-listings, mergers, or other extraordinary circumstances. Any change to the peer group will be disclosed in the Remuneration Report.
In 2025, the labor market group applied to the Directors’ Remuneration consisted of the following companies, and remained unchanged from 2024:
The Non-Executive Directors were entitled to the following
retainers in 2025:
Audit Committee and Risk Committee:
Committee Chair
Member
EUR 35,000 in cash
EUR 20,000 in cash
1 The Board Chair is not eligible for annual committee membership retainers.
The annual Board retainers in cash were paid quarterly, while the retainers in shares will vest annually after the calendar year ends (including accrued dividends). Where required, Aegon pays the employer social security contributions in the home country of the Non-Executive Director. The employee social security contributions in the home country, if any, are paid by the Non-Executive Director.
The policy contains a temporary derogation clause, under which derogation is only allowed in exceptional circumstances to serve the long-term interest and sustainability of Aegon or to assure its viability for a limited period when it stays in line with the general spirit of the policy and when the details are disclosed in the next Remuneration Report. This clause was not used in 2025.
Information on Non-Executive Directors and the composition of the four committees can be found in the Report of the Board of Directors in this Annual Report 2025.
72 | Annual Report on Form 20-F 2025
Non-Executive Director remuneration in recent years
The table below shows the retainers, attendance fees, and benefits that have been allocated to and paid for each Non-Executive Director and former Supervisory Board member in the calendar years 2023, 2024, and 2025, in accordance with the Non-Executive Director Remuneration Policy that applied at the time.
The table also includes the total IFRS expenses that were recognized for the compensation of the Non-Executive Directors in 2023, 2024, and 2025. There have been no deviations from this policy in recent years.
William L. Connelly (until November 13, 2025)
Mark A. Ellman
Ben J. Noteboom (until May 25, 2023)
Corien M. Wortmann
Lori Fouché (from June 12, 2025)
Dona D. Young (until June 12, 2025) 3
Jay Ralph (from June 12, 2025)
Albert Benchimol (from June 12, 2024)
Total compensation
Recognized IFRS expenses
Contains base fees (2023) and the cash retainers (2024 and 2025). Ms. Fouché joined the Board and its Risk and Nomination and Governance Committee as per the AGM of June 12, 2025, and received a pro rated fee. Mr. Ralph joined the Board and its Audit and Risk and Nomination and Governance Committee as per the AGM of June 12, 2025, and received a pro rated fee. Ms. Young left the Board as per the AGM of June 12, 2025. Mr Herzog succeeded William Connelly as Chairman of the Board as of November 13, 2025.
Benefits cover the travel fees for all Board members (2023) and the mandatory employer social security contributions in the home countries of Ms. Ramsay (UK) and Mr. Wellauer (Switzerland).
In 2024, Ms. Young received additional attendance fees for additional meetings in 2023 in relation to the development of the new Directors’ Remuneration Policy.
Annual Report on Form 20-F 2025 | 73
The table below presents the total compensation (retainers, attendance fees, and benefits) that was awarded and due in the last five calendar years on an annualized basis and the year-on-year annual change in total compensation. This compensation was paid in accordance with the Non-
Executive Director Remuneration Policy that applied at the time, and there were no deviations. In addition, the table shows the Aegon net result, a proxy for financial and non-financial business performance, and the median employee compensation for the same period.
Dona D. Young (until June 12, 2025)
Jack McGarry (from June 3, 2021)
Karen Fawcett (from May 31, 2022)
Aegon net result based on EUR-IFRS 2
Aegon business performance 3
Inflation in the Netherlands
Average employee compensation 4
Remuneration amounts are annualized for Board members who joined or left during a calendar year.
Until 2022, Aegon’s net income was reported under IFRS 4; since 2023, it has been under IFRS 17.
As of 2024, this reflects the weighted average Aegon financial and non-financial business performance as measured for the Short-Term Incentive, expressed as a percentage on a performance scale with 50% as threshold, 100% as target and 200% as maximum (prior to 2024: 150% as maximum, as used for the allocation of variable compensation in the applicable year).
The average employee compensation is based on the audited total EU-IFRS remuneration expenses for all employees divided by the number of employees in scope for these expenses.
Beginning in 2025, the Non-Executive Directors have a minimum shareholding requirement of 100% of the cash portion of the annual Board retainer, to be built up within four years by retaining vested shares on an after-tax basis
(no requirement to buy shares). The 2025 Board retainer in shares will vest in 2026. At the end of 2025, the Non-Executive Directors held the following shares:
74 | Annual Report on Form 20-F 2025
4. 2025 Executive Director Remuneration Report
This report contains a summary of the Executive Director Remuneration Policy that applied in 2025, the Executive Directors’ remuneration over the recent years, including remuneration paid under the former Executive Director Remuneration Policy, and the 2025 Executive Director performance metrics. Disclosures for individuals in the Executive Director tables and the text below will include those previously reported as Executive Board members in prior years.
Mr. Friese, Chief Executive Officer, served as the sole Executive Director in 2025.
Executive Director Remuneration Policy in 2025
The purpose of Executive Director remuneration is to attract and retain an Executive Director who can deliver on Aegon’s ambitions for value creation and our strategy for growth, and establish a strong correlation between the Executive Director’s remuneration and Aegon’s financial performance, as well as the long-term interests of both Aegon and its shareholders. The policy remains in place until the shareholders adopt a new or revised policy that complies with applicable rules and regulatory requirements.
The Board of Directors will submit a proposal to the shareholders to adopt a remuneration policy at an Annual General Meeting at least every four years.
Total compensation for the Executive Director consists of a base salary, pension contributions, a Short-Term Incentive, a Long-Term Incentive, and other benefits. For these components, the aim is to be competitive with respect to the market median of the labor market peer group. The Board annually reviews the labor market peer group to ensure it remains relevant and up to date, for example in the event of de-listings, mergers, or other extraordinary circumstances. Any change to the peer group will be disclosed in the Remuneration Report.
In 2025, the labor market group applying to the Directors’ Remuneration Policy remains unchanged from 2024 and is the same as for the Non-Executive Directors. In 2025, base salary, pension contributions, and variable compensation opportunities remained consistent with 2024 compensation levels.
Base salary
The purpose of base salary is to provide guaranteed remuneration proportional to the Executive Director’s experience, skills, and/or performance. The base salary is paid each month in cash. For 2025, the annual gross base salary for Mr. Friese was EUR 1,365,000 (2024: EUR 1,365,000).
Pension
A pension is guaranteed remuneration that aims to provide financial security after retirement. The Executive Director is enrolled in the applicable local employee pension plan(s) and/or receives cash in lieu of pension. The annual total pension contributions equal 15% of base salary (2024: 15%). For Mr. Friese, these were paid in 2025 through participation in Aegon’s defined contribution pension plan for employees based in the Netherlands (for their eligible earnings up to EUR 137,800) and as an additional gross allowance for the remaining part up to 15% of base salary.
Short-Term Incentive
The Short-Term Incentive provides a distinct variable, performance-based remuneration component in cash that aligns the remuneration of the Executive Director with short-term financial and Environmental, Social and Governance (ESG) objectives of Aegon. Performance is assessed over a one-year period, based on metrics, weights, and targets on a 50-100-200% performance scale, as decided by the Board without the Executive Director’s participation. After completion of the performance period, the Short-Term Incentive is paid in cash. For 2025, the target Short-Term Incentive for Mr. Friese was 100% of base salary, with a threshold at 50% and a maximum at 200% of base salary.
Annual Report on Form 20-F 2025 | 75
Long-Term Incentive
The Long-Term Incentive component of Aegon performance shares aligns the Executive Director’s remuneration with Aegon’s long-term financial and strategic business objectives and those of its shareholders. Performance is assessed over a three-year period, based on metrics, weights, and targets on a 50-100-200% performance scale, as decided by the Board. After completion of the performance period, the Long-Term Incentive is paid in shares. Dividend entitlements for these shares will be accrued until the end of the performance period and will vest as additional shares. After vesting, the Long-Term Incentive and dividend shares are subject to a two-year holding period. For 2025, the target Long-Term Incentive for Mr. Friese was 175% of base salary, with a threshold at 87.5% and a maximum at 350% of base salary.
Other benefits
Other benefits include non-monetary benefits (for example, a company car), social security contributions by the employer, and tax expenses borne by Aegon. Aegon does not grant the Executive Director personal loans, guarantees, or other such arrangements unless in the normal course of business and on terms applicable to all employees, and only with the approval of the Board.
Clawback provision
In November 2023, the Board adopted a compensation recovery policy as required by Rule 10D-1 under the Securities Exchange Act of 1934, as amended, and the related New York Stock Exchange listing standards. The policy requires the recovery of erroneously awarded incentive-based compensation from current and former executive officers. Recovery applies to compensation awarded in the three fiscal years preceding the date the company is required to prepare an accounting restatement. This includes restatements to correct errors that would result in a material misstatement if corrected in, or left uncorrected from, the current period.
The amount to be recovered is the excess of incentive- based compensation received over the amount that would otherwise have been received under the restated financial measure.
Aegon’s Board can also claw back variable compensation already paid to the Executive Director in case of a financial restatement or individual gross misconduct. Examples of misconduct include, but are not limited to, a significant breach of laws and/or regulations, use of violence, either verbally or physically, involvement with fraud, corruption, or bribery, significant issues due to evident dereliction of duty, and/or discrimination of any kind (for example, age or gender).
Terms of Engagement
The Executive Director is appointed for four years and may then be reappointed for successive mandates, also for a period of four years. The Executive Director has a board agreement with Aegon Ltd., rather than an employment contract. The Executive Director may terminate his board agreement with a notice period of three months. The Board may terminate the board agreement by giving six months’ notice.
The Board may entitle the Executive Director to a termination payment up to or equal to the total annual fixed compensation level. This payment is not allowed in case of early termination at the initiative of the Executive Director (unless due to imputable acts or omissions of Aegon), imputable acts, or omissions by the Executive Director or failure of Aegon as a company during the appointment term of the Executive Director. Mr. Friese has a termination clause included in his board agreement.
Executive Director remuneration in recent years
This section provides more details related to the remuneration that has been allocated and paid to the Executive Director and former Executive Board members. It covers the allocated remuneration (2023-2025), the calculation of the 2025 variable compensation, the pay-out schedule of variable compensation (2023-2029), the recognized IFRS expenses for remuneration (2023-2025), the remuneration that was awarded and due in 2024 and 2025, and the annualized total compensation overview (2021-2025).
76 | Annual Report on Form 20-F 2025
Allocated remuneration (2023-2025)
The first table shows the remuneration allocated to the Executive Director and former Executive Board members for the performance years 2023, 2024, and 2025 in accordance
with the Executive Director Remuneration Policy that applied at the time of the award. There were no deviations from the policy in these years.
Allocated compensation
(in EUR thousands)
Total
compensation
Lard Friese
2025
2024 1
2023
Matt Rider
2023 2
All Executive Board
2023 3
Following the new Executive Director Remuneration Policy applicable to Mr. Friese’s from January 1, 2024, the variable compensation for Mr. Friese consists of STI and LTI from January 2024. The first LTI allocation is in 2026 with vesting in 2027.
For transparency in the transition year, Mr. Rider’s total compensation reflects the full year in 2023, while he was a member of the Executive Board until September 30, 2023.
The disclosed amounts for 2023 were received in the period that Mr. Friese and Mr. Rider were members of the Executive Board, until September 30, 2023.
2025 Short-Term Incentive
For 2025, the target Short-Term Incentive for Mr. Friese was 100% of base salary, with a threshold at 50% and a maximum at 200% of base salary. Based on the outcomes of the Short-Term Incentive metrics, Mr. Friese’s 2025 Short-Term Incentive was EUR 1,869 thousand, which equaled 137% of target and 137% of base salary.
All metrics were scored on a 50-100-200 performance scale, as determined by the Board, without the Executive Director’s participation.
In % of base salary
In total (EUR thousands)
Operating Capital Generation
Commercial metric
ESG metric
Employee Engagement
Weighted Average Carbon Intensity
Total performance result
Annual Report on Form 20-F 2025 | 77
Pay-out schedule variable compensation (2023-2028)
The following tables show for the current Executive Director and former Executive Board members how much variable compensation has been paid in shares and cash, respectively, in 2023, 2024, and 2025, and how much conditional variable compensation is scheduled to be paid
out in the coming years. The vesting price of the shares were: EUR 4.274 on May 25, 2023, EUR 6.314 on May 17, 2024, and EUR 6.282 on March 26, 2025. Shares for the plan years from 2020 onwards are subject to an additional two- year holding period after payout.
2020
2021
2022
Total number of shares
2019
Alex Wynaendts
This is the volume weighted average price (VWAP) of Aegon on the Euronext Amsterdam stock exchange for the period December 15 to January 15. For instance, for the 2023 plan year, this is the VWAP for the period December 15, 2022 to January 15, 2023.
STI 2024
STI 2025
Total cash
78 | Annual Report on Form 20-F 2025
Recognized IFRS expenses of remuneration (2023-2025)
The following table contains the recognized IFRS expenses of the remuneration of the Executive Director and former Executive Board members in the calendar years 2023, 2024, and 2025.
These numbers differ from the previously mentioned allocated remuneration amounts because the deferred components of variable compensation and Mr. Friese’s sign-on arrangement are expensed over multiple calendar years, and the shares are measured at fair value rather than at the grant price.
IFRS expenses for compensation
Variable
Benefits
2023 4
In accordance with the Executive Director Remuneration Policy, the variable compensation for Mr. Friese consists of STI and LTI from January 1, 2024.
2023 includes the fixed compensation expenses for the sign-on arrangement of EUR 3,468 that Mr. Friese received when joining Aegon in March 2020. These expenses were EUR 27 thousand in 2022 and EUR 91 thousand in 2021.
For transparency in the transition year, this discloses Mr. Rider’s full year of compensation expenses.
The disclosed amounts for 2023 are received in the period that Mr. Friese and Mr. Rider had been members of the Executive Board.
Awarded and due remuneration (2024-2025)
In line with the European guidelines on the standardized presentation of the remuneration report, the remuneration that was awarded and due to the Executive Director in the calendar years 2024 and 2025 can be found in the table below.
These amounts were awarded and due in accordance with the relevant policy that applied at the time, and there were no deviations.
The upfront cash and share payments of variable compensation that was allocated for the previous performance year. The shares are valued at their price at vesting. For example, the upfront cash and shares of the 2024 variable compensation award that were paid in 2025.
The deferred cash and share payments of the variable compensation that was allocated for performance years before the previous performance year. The shares are valued at their price at vesting. For example, the deferred cash and shares of the 2021 variable compensation awards that were paid in 2025.
Fixed (the numerator) is the sum of Salary, Benefits and Pension divided by the Total. Variable (the denominator) is the sum of Upfront, Deferred and One-off divided by the Total.
Annual Report on Form 20-F 2025 | 79
Annualized total compensation overview (2021-2025)
The table below shows the total compensation that was awarded and due in the last five calendar years on an annualized basis and the year-on-year annual change in total compensation. Please note that, therefore, several amounts are on an annual basis and do not reflect actual amounts for the period during which the individual served as Executive Director or Executive Board member.
These amounts were awarded and due in accordance with the Executive Director Remuneration Policy that applied at the time, and there were no deviations. Additionally, the table shows Aegon’s net result, a proxy for financial and non- financial business performance, the vesting price of Aegon shares, and the average employee compensation for the same period.
Aegon net result (EU-IFRS)
Aegon business performance 1
Vesting price Aegon shares
Average employee compensation 2
Minimum shareholding requirement
Beginning in 2025, Mr. Friese has a minimum shareholding requirement of 400% of base salary, to be built up through 2028 by retaining vested shares on an after-tax basis (no requirement to buy shares). At the end of 2025, Mr. Friese held 299,323 shares (146% of base salary).
2026 Short-Term Incentive
For Mr. Friese’s 2026 Short-Term Incentive, the Board selected the following metrics: Operating Result (45% weight), the blended Commercial metric (40%), and the blended ESG metric (15%).
80 | Annual Report on Form 20-F 2025
Open cycle Long-Term Incentives
As part of the 2025 and 2026 compensation packages, Mr. Friese is eligible for the 2024-2026, 2025-2027, and 2026-2028 Long-Term Incentives, respectively. Each of these incentives will be determined by the outcomes of key metrics following a three-year performance period. For the 2024-2026 and 2025-2027 LTI cycles, these measures included: Return on Regulatory Capital (50%) and Relative Total Shareholder Return (50%).
The 2026-2028 LTI is based on Relative Total Shareholder Return (33.33%), Return on Equity (33.33%), and a Transition Expense metric (33.33%) which measures costs to implement US GAAP and the transition of Aegon’s head office and legal domicile to the United States.
Return on Equity measures the profitability of Aegon’s yearly average shareholders’ equity, with the Return represented by the the sum of three years’ worth of the Operating Result and Cost of leverage net of tax divided by the sum of three years’ worth of yearly average shareholders equity.
Executive Director LTI entitlements
# of shares
conditionally granted
(at target)
Value of shares
(as of grant date)
Vesting
Year
# of vested
shares
# shares
withheld to
cover tax
under Holding
restriction
2024-2026
2025-2027
2026-2028
The Return on Regulatory Capital measures the profitability of Aegon’s yearly average Regulatory Capital (SCR), with the Return represented by the sum of the earnings on in-force from the Business Units, the return from the Holding and other activities (mainly funding costs and expenses), and the a.s.r. dividend in the period.
For the relative Total Shareholder Return metric, the threshold is set at the median performance compared to the Relative Total Shareholder Return peer group. The target is set at the 66th percentile, and the maximum is set at the 83rd percentile. This peer group was established by selecting companies with a Life & Health sub-industry
classification from the Global Industry Classification Standard in the Dow Jones US insurance index and the STOXX 600 insurance index, provided they have a market capitalization of more than EUR 2.5 billion. Peers are removed where this classification is no longer representative, for example, after a (de)merger announcement. Other companies with a comparable profile to Aegon from the United States, Canada, and Europe that were not captured under the first step have been added to round out the peer group.
For the 2024-2026, 2025-2027, and 2026-2028 Long-Term Incentive Plans, the following peer group applies.
Annual Report on Form 20-F 2025 | 81
As an insurance group, Aegon manages risk for the benefit of its customers and other stakeholders. The company is exposed to a range of financial, underwriting, and operational risks. Aegon’s risk management and internal control systems are designed to ensure that these risks are managed effectively and efficiently in a way that is aligned with the company’s strategy.
For Aegon, risk management involves:
This section describes Aegon’s risk management framework.
Enterprise Risk Management (ERM) framework
Aegon’s ERM framework is designed and applied to identify risks that may affect Aegon and manage individual and aggregate risks within Aegon’s set risk tolerances. The ERM framework covers the ERM components identified by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The ERM framework applies to all of Aegon’s businesses for which it has operational control.
Risk strategy, risk appetite statement, and risk tolerances
The formulation of the risk strategy starts with the principle that taking a risk should be based on serving a customer’s needs. The competence to manage the risk is assessed and Aegon’s risk preferences are formulated, considering Aegon’s risk capacity. The process results in a targeted risk profile, reflecting the risks Aegon wants to assume and the risks Aegon would like to avoid or mitigate.
Aegon’s risk appetite statement and risk tolerances are established to assist management in carrying out Aegon’s strategy within the boundaries of the resources available to Aegon. Aegon’s risk appetite statement is to: “Fulfill our promises towards our customers and other stakeholders by delivering sustainable long-term growth through strong resilience in solvency and liquidity, implementing robust risk management practices that align with our ethical standards and regulatory requirements.”
Following from the risk appetite statement, risk tolerances are defined based on the following:
The tolerances are further developed into measures, thresholds, and indicators that must be met to remain within the tolerances.
Risk universe
Aegon’s risk universe is structured to reflect the type of risks to which the company is exposed. The identified risk categories are financial risk, underwriting risk, and operational risk. Specific risk types are identified within these risk categories. These internal or external risks may affect the company’s operations, earnings, share price, value of its investments, or the sale of products and services. In the context of Aegon’s risk strategy, a risk appetite is set for the three identified risk categories (see table below).
82 | Annual Report on Form 20-F 2025
Risk identification and risk assessment
Aegon has identified a risk universe that captures all known material risks to which the company is exposed. To assess all risks, Aegon maintains a documented, consistent methodology for measuring risks. The risk metrics are embedded in Aegon’s key reports and are used for decision-making.
Risk response
Aegon distinguishes the following risk responses, which are particularly relevant where risks are out of tolerance:
Risk monitoring and reporting
Risks are monitored regularly and reported internally on at least a quarterly basis. The impact of key financial, underwriting, and operational risk drivers on earnings and capital is shown in the quarterly risk dashboards for the various risk types, both separately and on an aggregate basis.
Risk exposures are compared with the measures and indicators as defined by Aegon’s risk appetite framework. Reporting also includes compliance and incident reporting. Finally, the main risks derived from Aegon’s strategy and day-to-day business are discussed, as well as forward- looking points for attention. If necessary, mitigating actions are taken and documented.
Risk control
A system of effective controls is required to mitigate the risks identified. In Aegon’s ERM framework, risk control includes risk governance, risk policies, an internal control framework, model validation, risk framework embedding, risk culture, and compliance.
Change risk management
The ERM framework, including the operational risk universe, applies to all change initiatives and special projects across Aegon. The risk function provides oversight to ensure that change initiatives adhere to the principles of the risk framework and to verify that the control framework during and after the change continues to operate in line with company requirements. For example, as Aegon moves its head office and legal seat to the United States, Risk will contribute to project oversight and provide input through regular risk reporting and risk opinions, similar to its role when Aegon moved its legal seat to Bermuda.
Most significant risks
The most significant risks Aegon faces in terms of exposures and required capital are:
The ERM framework, including methodologies, policies, and a system of effective controls, provides the instruments to effectively manage these risks.
Description of risk types
Financial market risks
Credit risk
Credit risk is the risk of loss resulting from the default by, or failure to meet the contractual obligations of issuers and counterparties. Aegon also considers credit risk to include spread risk, that is, a decline in the value of a bond, loan, or mortgage due to widening credit spreads. With a well- diversified investment portfolio, Aegon can accept credit spread risk to earn a liquidity premium on assets that match liabilities. The focus is on high-quality securities with low expected defaults because Aegon has a low appetite for default risk.
Equity market risk and other investment risks
Aegon runs the risk that the market value of its investments changes. Investment risk affects Aegon’s direct investments in the general account, its indirect investments in which policyholders bear the risk, and its agreements with counterparties, such as reinsurance and derivatives
Aegon has a low preference for investments in equity securities via the general account. Equity investments generate an equity risk premium over the long run, but in combination with a high capital charge, result in a relatively low return on capital. Aegon accepts equity exposure through fee-based business in the separate accounts and mutual funds and through general account products with equity-linked benefits. Aegon has experience and expertise in managing complex investment guarantees and leverages this capability by providing customers with access to a range of investment strategies and guaranteed benefits. Although Aegon accepts equity exposure via guarantee products, it prefers to hedge this risk as much as possible.
Other investment risks include real estate exposure in the general account, and indirectly via property funds invested for the account of policyholders.
Annual Report on Form 20-F 2025 | 83
Interest rate risk
Aegon is exposed to interest rates as both its assets and liabilities are sensitive to movements in long-term and short-term interest rates and changes in the volatility of interest rates. Aegon may accept interest rate risk to meet customer needs. Aegon’s preference is to mitigate risk to the extent possible.
Currency exchange rate risk
As an international company, Aegon conducts business in different currencies and is therefore exposed to movements in currency exchange rates. Foreign currency exposure exists primarily when policies are denominated in currencies other than the issuer’s functional currency. Currency risk in the investment portfolios backing insurance and investment liabilities is managed using asset-liability matching principles. Assets allocated to equity are held in local currencies to the extent that shareholders’ equity is required to satisfy regulatory and self-imposed capital requirements. Currency exchange rate fluctuations therefore affect the level of shareholders’ equity as a result of converting local currencies into euros (EUR), the company’s reporting currency. The company holds its capital base in various currencies in amounts that correspond to the book value of individual business units.
Inflation risk
Aegon is exposed to inflation risk through inflation-linked benefits on certain products sold by Aegon’s insurance entities, such as pensions and long-term care products. In addition, Aegon is exposed to cost inflation through its expense base. Aegon prefers to mitigate the risk to the extent possible.
Liquidity risk
Aegon needs to maintain sufficient liquidity to meet short- term cash demands, not only under normal conditions, but also in the event of a crisis. To that end, Aegon has established a strong liquidity management framework. The company considers extreme liquidity stress scenarios, including the possibility of prolonged “frozen” capital markets, an immediate and permanent rise in interest rates, and elevated policyholder withdrawals.
Please refer to note 4 Financial Risk in Aegon’s financial statements for more information on financial market risks.
Underwriting risk
Underwriting risk relates to the products sold by Aegon’s insurance entities and is the risk of incurring losses when actual experience deviates from Aegon’s best estimate assumptions on mortality, morbidity, policyholder behavior, property & casualty claims, and expenses.
Aegon prefers to grow underwriting risk selectively, but this must go hand in hand with a strong underwriting process. Aegon’s earnings depend, to a significant degree, on the extent to which claims experience is consistent with assumptions used to price products and establish technical provisions. Changes in, among other things, morbidity, mortality, longevity trends, and policyholder behavior may have a considerable impact on the company’s results. Assumptions used to price products and establish technical provisions are reviewed regularly. Please refer to note 3 Critical accounting estimates and judgment in applying accounting policies in Aegon’s consolidated financial statements for further information.
Operational risk
Aegon is exposed to operational risk, defined as the risk of unexpected consequences, such as financial losses, reporting errors, customer detriment, regulatory non-compliance, and reputational harm, resulting from inadequate or failed internal processes and controls, people and systems, or from external events. Operational risks may arise from various sources, including processing errors, model inaccuracies, misconduct, legal and regulatory breaches, and natural or man-made disasters, including those linked to climate change. Additionally, large-scale programs (e.g. redomiciliation activities) or organizational transformations can elevate operational risk exposure, particularly in areas such as strategy execution and project delivery. Aegon’s systems and processes are designed to support complex products, transactions, and large programs, while also aiming to mitigate risks such as system failures, business disruptions, financial crime, and breaches of information security. Aegon regularly monitors and assesses these risks and retains the flexibility to update and revise its systems and processes as necessary. Aegon’s operational risk universe is structured into eight level 1 risk categories: business risk; legal, regulatory, conduct, and compliance risks; tax risk; financial crime risk; processing risk; information technology and business disruption risk; people risk; and facility risk. These level 1 risk categories are split into more granular level 2 risk categories, such as information security risk, conduct risk, fraud risk, modeling risk, and physical damage risk.
This taxonomy supports consistent categorization, monitoring, and reporting of risk events across Aegon’s business units. It also enables targeted mitigation strategies and facilitates compliance with internal and external regulatory requirements.
84 | Annual Report on Form 20-F 2025
Sustainability risk
Sustainability risk, including climate risk, is not considered a separate risk type but is a risk driver that impacts multiple risks. Sustainability involves financial, underwriting, business, legal, regulatory, conduct, and compliance risk angles. For example, climate change can impact future investment returns. The legal, regulatory, conduct, and compliance risk angle concerns the ability to comply with applicable legal and regulatory requirements. Sustainability is included in Aegon’s risk taxonomy, integrated into its ERM framework, and embedded in the relevant risk policies. Sustainability risk covers 1) business practices, including investments; 2) environmental (including climate change), social, and governance aspects; and 3) corporate sustainability goals and commitments.
One of the key sustainability risk drivers identified by Aegon is climate risk. In this context, Group Risk conducts an annual qualitative, company-level climate risk assessment (CRA) across Aegon’s three risk categories: financial market risk, underwriting risk, and operational risk. The qualitative assessment identifies the relevant climate risks for Aegon and assesses their severity and manageability. The company-wide assessment builds on local assessments by experts in the business units, covering the likelihood, impact, and speed of occurrence of the identified risks and current, planned, and possible management actions to mitigate these risks. The outcomes of the assessment and recommendations are discussed with senior management, taken through applicable governance, and reported on in the Group Solvency Self-Assessment (GSSA). As part of the annual CRA process, recommendations are made to evolve and further mature each cycle’s local and company-wide assessments.
Aegon also conducts an extensive and systematic quantitative climate risk scenario analysis annually. The scope of this assessment covers our insurance business units, including both general account and separate account assets, but excludes reinsurance. To conduct the 2025 annual assessment, Aegon continued its collaboration with Ortec Finance, using their proprietary Climate MAPS solution, a scenario-based tool.
The importance of handling sustainability risk effectively and expeditiously is expected to increase further, given the relevance of sustainability for all stakeholders including society, investors, customers, and regulators.
Fraud risk
Fraud risk is interpreted broadly at Aegon, encompassing both operational fraud and financial reporting fraud.
Operational types of fraud are categorized into internal and external fraud, that is, fraud committed by employees and fraud committed by others, with external fraud further specified as intermediary fraud or fraud committed by third parties. To combat operational fraud, Aegon has implemented policies and reports internally on its adherence to them. To enable oversight by the Executive Committee and Board of Directors, compliance departments report quarterly on fraud events. In its Annual Compliance Risk Assessment, Aegon analyzes its exposure to fraud and residual risks, taking into account all measures it has implemented to combat fraud. Where gaps are identified that pose out-of-tolerance risks, additional measures are implemented.
Furthermore, Aegon has an established process to assess and confirm that effective controls are in place concerning fraud in financial reporting. This assessment is performed annually and is based on a set of mandatory scenarios. All Aegon subsidiaries are required to perform the assessment.
Emerging risk scan
On an annual basis, Aegon performs an emerging risk or horizon scan that identifies newly developing or changing risks or signals perceived to have a potentially significant impact on Aegon’s financial strength, competitive position, reputation, or risk profile. It is a cross-functional exercise that examines the impact, proximity (time horizon of occurrence), and velocity (speed of occurrence) of emerging risks to determine potential risk areas that could influence value protection and creation. The scan is used to assess the ongoing appropriateness of the risk universe and Aegon’s preparedness to respond to emerging risks, and to provide input and awareness on emerging topics for strategy development. The scan takes into account the relationship and interconnectivity between threats and opportunities and the impact on business objectives.
Topic identification, assessment, and selection are based on desk research, interviews with internal and external experts, and management selection. Topic areas can include, among other things, geopolitics, macro- and financial economics, technology, regulations and supervision, customer preferences, product markets, and sustainability.
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In 2025, areas of focus included, among others, geopolitical instability and the evolution of AI. Aegon’s preparedness for selected key developments was also assessed, together with possible ways to further strengthen our preparedness and approach. With respect to macroeconomic and geopolitical developments, for example, we undertook scenario analysis and identified possible management actions to remain agile in the face of shifting political alliances, economic volatility, and regulatory divergence. With respect to AI developments, we are maturing our capabilities in managing AI-related risks, and continue to develop our policies and controls to support emerging AI, advancing our AI capabilities, and developing scalable use cases, while taking into account governance processes designed to mitigate risks. These efforts are complemented by employee training and oversight mechanisms that reinforce responsible AI use.
Risk governance framework
Aegon’s risk management is based on a clear, well-defined risk governance. The goals of risk governance are to:
Governance structure
Aegon’s risk management framework is represented across all levels of the organization, designed to encourage a coherent and integrated approach to risk management throughout the company. Similarly, Aegon offers a comprehensive range of group-wide risk policies that specify operating guidelines and limits. These policies include legal, regulatory, and internally set requirements and are designed to keep risk exposures to a manageable level. Any breach of policy limits or warning levels triggers remedial action or heightened monitoring. Further risk policies may be developed at a local level to cover situations specific to particular business units.
Aegon’s risk management governance structure has four layers:
The Risk Committee reports to the Board on topics related to the ERM framework and the internal control system. This includes:
The Risk Committee works closely with the Board of Directors’ Audit Committee.
For a description of the main roles and responsibilities of the Risk Committee, refer to the Risk Committee section of the Report of the Board of Directors in this Annual Report.
The CEO and the Group’s Chief Risk Officer (CRO) are responsible for informing the Board of any risk that directly threatens the company’s solvency, liquidity, or operations.
The CEO has overall responsibility for managing risk. The CEO adopts the risk strategy, risk governance, risk tolerance, and material changes in risk methodology and risk policies. The Group’s CRO has a standing invitation to attend the CEO meeting and has a direct reporting line to the Board to discuss ERM and related matters. The CRO is also a member of the Executive Committee.
The Executive Committee oversees a broad range of strategic and operational issues. While the Board of Directors has delegated decision making authority in relation to the operational running of the company to the CEO, the Executive Committee provides vital support and expertise in safeguarding Aegon’s strategic goals. The Executive Committee discusses and sponsors ERM, in particular the risk strategy, risk governance, risk tolerance, and the introduction of new risk policies.
The CEO and Executive Committee are supported by the GRCC. The GRCC is Aegon’s most senior risk committee. It is responsible for managing Aegon’s balance sheet at the global level and is in charge of risk oversight, risk monitoring, and risk management-related decisions on behalf of the CEO and in line with its charter. The GRCC ensures risk-taking is within Aegon’s risk tolerances, that the capital position is adequate to support financial strength and regulatory requirements, and that capital is properly allocated. The GRCC informs the CEO about any identified breaches of overall tolerance levels and threats to the company’s solvency, liquidity, or operations.
The GRCC has three sub-committees: the ERM framework, Accounting and Actuarial Committee (ERMAAC), the Non-Financial Risk Committee (NFRC), and the Model Validation Committee (MVC).
86 | Annual Report on Form 20-F 2025
The purpose of the ERMAAC is to assist the GRCC, CEO, and Executive Committee with the setting and maintenance of the financial risk framework across all group-level balance sheet bases, including policies, standards, guidelines, methodologies, and assumptions.
The purpose of the NFRC is to assist the GRCC, CEO and Executive Committee with non-financial risk framework setting and maintenance, including policies, standards, guidelines, and methodologies, and to act as a formal discussion and information-exchange platform on matters concerning non-financial risk management.
The MVC is responsible for approving all model validation reports across Aegon. This independent committee reports to the GRCC and the CEO to provide information on model integrity and recommendations on how to strengthen these models further.
Aegon’s business units have a Risk, or Risk and Capital Committee, and an Audit Committee. While naming and organizational set-up can differ, the responsibilities and prerogatives of the committees are aligned with those of the company-level committees and further elaborated in their respective charters, which are tailored to local circumstances.
In addition to the four layers described above, Aegon has an established group-wide Risk function. It is the mission of the Risk function to ensure the continuity of the company by safeguarding the value of existing business, protecting Aegon’s balance sheet and reputation, and supporting the creation of sustainable value for all stakeholders.
In general, the objective of the Risk function is to support the CEO, Executive Committee, Board, and business unit boards in ensuring that the company reviews, assesses, understands, and manages its risk profile. Through oversight, the Risk function ensures the company-wide risk profile is managed in line with Aegon’s risk tolerances, and stakeholder expectations are managed under both normal business conditions and adverse conditions caused by unforeseen negative events.
The following roles are important to realize the objective of the Risk function:
In the context of these roles, the Risk function has the following responsibilities:
ERM Framework
Global Risk Appetite (GRA)
Risk identification and assessment
Risk governance
Policies and standards
Risk framework embedding
Risk oversight
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Risk culture
Aegon’s group-wide and business-unit risk management staff structure is fully integrated. Business unit CROs report either directly to the Group CRO or to one of the CROs that reports directly to the Group CRO.
ERM framework maintenance
Aegon continuously works on keeping its ERM framework up to date, effective, and fit for purpose. The annual risk plan outlines priorities for the year and rationalizes activities that align with Aegon’s strategy and vision. Policies, charters, and other governance documents are regularly reviewed and updated where necessary. Also, activities such as the Emerging Risk Scan provide an internal and external perspective on the risk universe and signal where updates are required. In addition, internal processes such as policy attestation verify compliance with policies. Non-compliance requires remediation of action plans, which are actively monitored to ensure execution.
Internal control system
Aegon has developed a comprehensive internal control system designed to support compliance with applicable laws, regulations (for example, the Sarbanes-Oxley Act and the Corporate Sustainability Reporting Directive), and administrative processes. Furthermore, the internal control system supports measurement of the effectiveness and efficiency of Aegon’s operations with regard to its objectives, in addition to the availability, reliability, and integrity of both financial and non-financial information. The overall internal control system provides reasonable assurance of appropriate control activities across key processes and of the documentation and reporting of administrative and accounting information. A key element of the internal control system is to facilitate action planning and embed continuous improvement in the organization’s internal control environment. The internal control system is embedded through policies and frameworks such as the ERM Framework, which includes Aegon’s Model Validation Framework, Operational Risk Management Framework, and Information Technology Risk Management Framework. Aegon’s internal control system is considered more encompassing in scope than the Integrated Framework issued by COSO, which serves as the foundational criteria for internal control systems.
In 2025, internal control and risk management topics were actively discussed by key governance bodies, including the Executive Committee, Risk Committee, and Audit Committee. An analysis of internal and external audit reports and risk reviews revealed no material weaknesses. As a result, no significant changes or major enhancements were deemed necessary for the risk management and internal control systems.
88 | Annual Report on Form 20-F 2025
Guiding principles
The management of capital and liquidity is of vital importance to Aegon, its customers, investors in Aegon securities and its other stakeholders. In line with its risk tolerance, the goal of Aegon’s capital and liquidity management is to promote strong and stable capital adequacy levels for its businesses, in addition to maintaining adequate liquidity to ensure the company is able to meet its obligations.
Aegon follows several guiding principles in terms of capital and liquidity management:
Aegon believes that the combination of these guiding principles strengthens the company’s ability to withstand adverse market conditions, enhances its financial flexibility, and serves both the short-term and the long-term interests of the company, its customers, and other stakeholders.
The management and monitoring of capital and liquidity is firmly embedded in Aegon’s Enterprise Risk Management (ERM) framework.
Management of capital
Aegon’s capital management framework is based on adequate capitalization of its operating units, Cash Capital at Holding, and leverage.
Capital adequacy of Aegon’s operating units
Aegon manages capital in its operating units at levels sufficient to absorb moderate shocks without impacting the remittances to the Group. These moderate shocks could be caused by various factors, including general economic conditions, financial market risks, underwriting risks, changes in government regulations, and legal and arbitration proceedings. To mitigate the impact of such factors on the ability of operating units to pay remittances to the Group, Aegon established an operating level of capital in each unit. In its main units, these are: 400% Risk-Based Capital (RBC) Company Action Level (CAL) in the US and 150% Solvency Capital Requirement (SCR) in the UK; based on Solvency UK. Aegon manages capital in the units to their respective operating levels throughout the cycle.
After investments have been made in new business to generate organic growth, capital generated by Aegon’s operating units is available for distribution to the holding company. In addition to an operating level, Aegon established a minimum dividend payment level of capital in each unit: 350% RBC CAL in the US and 135% SCR in the UK, based on Solvency UK. As long as the capital position of the unit is above this minimum dividend payment level, the unit is expected to pay remittances to the Group.
When the operating unit’s capital position approaches the minimum dividend payment level, capital management tools will ensure that units will remain well capitalized. Frequent monitoring of actual and forecasted capitalization levels of its operating units is an important element in Aegon’s capital framework to maintain adequate capitalization levels.
The regulatory capital requirement, minimum dividend payment level, operating level, and actual capitalization for Aegon’s main operating units on December 31, 2025 are included in the following table:
Regulatory capital
requirement
Minimum dividend
payment level
Actual
capitalization
Scottish Equitable Plc Solvency UK ratio
For more details on the capital ratios and their movements,
see note 37 Capital management and solvency in Aegon’s
consolidated financial statements.
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Improving risk-return profile
Aegon has an active global reinsurance program designed to optimize the risk-return profile of insurance risks. In addition, Aegon monitors the risk-return profile of new business written, withdrawing products that do not create value for its stakeholders.
Aegon continues to take measures to improve its risk- return profile. In particular, several actions were taken in the United States to strengthen the capital position and reduce the volatility of the local capital positions.
Management actions US
As announced during the June 2023 Capital Markets Day, Transamerica aims to improve the quantum and quality of its capital generation, while reducing its exposure to Financial Assets. During 2025, Transamerica has made good progress in implementing its plans.
During 2025 the following management actions related to the Financial Asset portfolio were executed:
Cash Capital at Holding and liquidity management
Liquidity management is a fundamental building block of Aegon’s overall financial planning and capital allocation processes. Liquidity is managed both centrally and at the operating unit level and is coordinated centrally at Aegon Ltd.
The ability of the holding company to meet its cash obligations depends on the amount of liquid assets on its balance sheet and on the ability of the operating units to pay remittances to the holding company.
To ensure the holding company’s ability to fulfill its cash obligations, to maintain sufficient flexibility to provide capital and liquidity support to Aegon’s operating units, and to provide stability in external dividends, the company manages Cash Capital at Holding, including Aegon’s centrally managed (unregulated) holding companies, to an operating range of EUR 0.5 billion to EUR 1.5 billion.
The main sources of liquidity in Cash Capital at Holding are remittances from operating units and proceeds from divestitures. In addition, contingent internal and external liquidity programs are maintained to provide additional safeguards against extreme unexpected liquidity stresses.
Aegon uses the cash flows from its operating units to pay for holding expenses, including funding costs. The remaining free cash flow is available to execute the company’s strategy, to strengthen the balance sheet through deleveraging or making capital injections into units as required, to make acquisitions, to fund dividends on its shares, and to return capital to shareholders, if possible, all subject to maintaining the targeted Cash Capital at Holding level. Aegon aims to pay out a sustainable dividend to enable equity investors to share in its performance.
When determining whether to declare or propose a dividend, Aegon’s Board of Directors balances prudence with the objective of offering an attractive return to shareholders. This balance is particularly important during adverse economic and/or financial market conditions. Furthermore, Aegon’s operating units are subject to local insurance regulations that could restrict remittances to the holding company or require capital and liquidity support. There is no requirement or assurance that Aegon will declare and pay any dividends.
On December 31, 2025, Aegon held a balance of EUR 1.3 billion in Cash Capital at Holding, compared to EUR 1.7 billion on December 31, 2024. Details on the movement are included in note 37 Capital management and solvency, in Aegon’s consolidated financial statements.
90 | Annual Report on Form 20-F 2025
Liquidity management
The company’s liquidity risk policy sets guidelines for its operating companies and the Holding to achieve a prudent liquidity profile and to meet cash demands under extreme conditions. Aegon’s liquidity is invested in accordance with the company’s internal risk management policies. Aegon believes that its Cash Capital at Holding, backed by its external funding programs and facilities, is ample for the company’s present requirements.
Aegon maintains a liquidity policy that requires all business units to project and assess their sources and uses of liquidity over a two-year period under normal and severe business and market scenarios. This policy ensures that liquidity is measured and managed consistently across the company, and that liquidity stress management plans are in place.
Aegon’s operating units are engaged in life insurance and pensions business, which are long-term activities with relatively illiquid liabilities and generally matching assets. Liquidity consists of liquid assets held in investment portfolios, in addition to inflows generated by maturing assets, coupons and premium payments, and customer deposits.
Leverage
Aegon uses leverage to lower the cost of capital that supports businesses in the company, thereby contributing to a more effective and efficient use of capital. In managing the use of leverage throughout the company, Aegon has implemented a Leverage Use Framework as part of its broader ERM framework.
Financial leverage
Aegon defines gross financial leverage as debt or debt-like funding issued for general corporate purposes and for capitalizing Aegon’s business units. Gross financial leverage includes hybrid instruments, as well as subordinated and senior debt. Gross financial leverage was EUR 4.9 billion per December 31, 2025. For more information on the calculation of Financial Leverage see note 37 Capital management and solvency, of this report.
The following are metrics that Aegon assesses in managing leverage:
Capital generation adjusted for market impacts and one-time items
Aegon’s gross financial leverage ratio is calculated by dividing gross financial leverage by total capitalization. Aegon’s total capitalization consists of the following components:
Aegon’s fixed charge coverage is a measure of the company’s ability to service its financial leverage. It is calculated as the sum of the operating result and interest expenses on financial leverage divided by interest payments on financial leverage. The fixed charge coverage includes the impact of interest rate hedging.
Operational leverage
Although operational leverage is not considered part of Aegon’s total capitalization, it is a source of liquidity and funding. Operational leverage relates primarily to the use of a Federal Home Loan Bank (FHLB) facility.
Funding and back-up facilities
Aegon Ltd., the parent company, issues the majority of Aegon’s financial leverage. A limited number of other Aegon companies have also issued debt securities, but Aegon Ltd guarantees the vast majority of these securities.
To support the Letters of Credit (LOCs) and to enhance its liquidity position, Aegon maintains backup credit and LOC facilities with international lenders. Aegon has a Revolving Credit Facility (RCF) with a facility amount of USD 1.375 billion. This facility has been extended for 1 year, as a result of which the remaining tenor has been reset to 5 years (2030). Aegon’s syndicated USD 250 million Letter of Credit Facility (LCF) will mature in 2026.
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Rating agency ratings
Aegon’s objective is to maintain robust financial strength ratings in its main operating units, and this plays an important role in determining the company’s overall
capital management strategy. Aegon maintains robust financial strength ratings from several international rating agencies for its operating units.
Financial strength
Long-term issuer
Senior debt
Subordinated debt
On March 4, 2026, S&P lowered the rating of Aegon UK from ‘A’ to ‘A-‘ as a result of the announced strategic review of Aegon UK.
Aegon Group Solvency Ratio
Following the transfer of Aegon’s legal domicile to Bermuda on September 30, 2023, group supervision moved from the Dutch Central Bank (DNB) to the Bermuda Monetary Authority (BMA). Aegon’s group solvency ratio under the Bermuda solvency framework is broadly aligned with that under the previously applied Solvency II framework during a transition period until the end of 2027. This includes translating Transamerica’s capital position into the group solvency position.
Aegon agreed to fully adopt the Bermuda solvency framework after the transition period. Aegon announced on May 16, 2025 that it will apply an aggregation approach to calculate its group solvency under the Bermuda solvency framework after the transition period. The resulting group solvency ratio is expected to be broadly similar to the current group solvency ratio and Aegon expects no material impact on its capital management framework.
As announced on the Capital Markets Day held on December 10, 2025, due to the proposed redomiciliation of the legal seat to the US, Aegon needs to report under the US capital framework, which is currently expected to occur per January 2028. The lead and scope of group supervision will be reassessed by relevant regulators at the time of the redomiciliation.
Furthermore, the BMA has concluded its review of the eligibility of Aegon’s capital instruments under the Bermuda solvency framework:
For more information about group solvency and recent developments, please refer to the Regulation and supervision section.
Aegon’s debt structure and funding decisions remain driven by economic considerations, while also taking into account market circumstances, regulatory requirements, and rating agency considerations.
Aegon’s Group solvency ratio was 184% on December 31, 2025, compared with 188% on December 31, 2024. The Group solvency ratio includes Aegon UK based on the local Solvency UK regulation. Please refer to note 37 Capital management and solvency, of Aegon’s consolidated financial statements for more details.
Group Eligible Own Funds
Group SCR
The Solvency ratios are estimates and are not final until filed with the respective supervisory authority.
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Sensitivities
Aegon calculates the sensitivities of its capital ratios as part of its capital management framework. The following table provides an overview of the sensitivities (downward and upward) to certain parameters and their estimated impact on the capital ratio. Aegon has a 24.12% stake in a.s.r. after the sale of around 20% of Aegon’s stake in a.s.r. in 2025. The impact from this 24.12% stake has been excluded in the sensitivities of the Group solvency ratio.
Please note that the sensitivities listed in the table below represent sensitivities to Aegon’s position on December 31, 2025.
The sensitivities reflect single shocks, where other elements remain unchanged. Real-world market impacts (for example, lower interest rates and declining equity markets) may happen simultaneously, which can lead to more severe combined impacts and may not be equal to the sum of the individual sensitivities presented in the table. The sensitivities reflect inadmissibility restrictions for deferred tax assets (DTA). The DTAs remain recoverable over time. In the US RBC ratio, a part of the DTAs was inadmissible per the end of the reporting period.
Equity markets
Interest rates
Govt spreads
Non-govt spreads
US Credit Defaults 3
US Credit Migration on
10% of assets 4
Longevity
Group sensitivities don’t include the impact from Aegon’s stake in a.s.r.
The sensitivities are presented on a Solvency II equivalent basis, after application of the conversion methodology to US regulated (life) companies.
Defaults equivalent to five times the long-term average over a 12 month period, of which one fifth is reflected in operating capital generation and the remainder in this scenario; equivalent to a 1-in-10 scenario.
Downgrade of 10% of the US general account by one big rating letter, equivalent to a 1-in-10 scenario.
Equity sensitivities
Aegon is exposed to equity markets, primarily through indirect equity exposure in the Americas.
In the Americas, equity sensitivities are primarily driven by the variable annuity (VA) business, where base contract fees are charged as a percentage of underlying funds, many of which are equity-based. The guaranteed benefits are fully hedged for equity risk and the indirect equity exposure associated with the base contract fees is hedged for 25% since August 2025.
Interest rates sensitivities
Aegon’s group solvency ratio is not very sensitive to interest rates movements given the asset-liability management and hedging programs that are in place.
In the Americas, a decrease in interest rates increases statutory reserves for variable annuities and universal life products, which are offset by payoffs from interest rate hedging programs.
For the Americas, interest rate sensitivity results are quite stable due to the Clearly Defined Hedging Strategy (net of SSAP108 deferrals).
The SSAP 108 deferral reduces non-economic statutory surplus volatility by deferring the breakage between the statutory reserves and hedge movement on TLIC. There is a deferral of net loss (creating an asset) in up-rate shocks and a deferral of net gain (creating a liability) in down-rate shocks to the balance sheet of the TLIC legal entity and this is generally amortized over a 10-year period.
For Scottish Equitable (SE) Plc, the main insurance entity of Aegon UK, exposure to lower interest rates results in higher required capital for mortality, expense, and policyholder lapse risks, partly offset by gains on the swaps held in the general account.
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Spread sensitivities
The non-government spread sensitivities include shocks on corporate bonds and structured instruments. Overall, Aegon is exposed to the risk of widening credit spreads, which results in lower asset valuations.
The solvency ratio of the Americas shows little impact from spread widening/narrowing, driven by a higher/lower discount rate used for valuing employee pension plan liabilities offset by the negative/positive impact of lower fixed-income asset values.
Exposure to government spread sensitivities is driven by SE Plc, which is exposed to spreads widening due to the reduced value of fixed-income assets.
Credit default and migration sensitivities
Credit sensitivities reflect the 1-in-10 impact of defaults and migrations separately. Defaults represent the annual impact of a default level five times the long-term average with one- fifth reflected in operating capital generation and the remainder as a shock impact. Ratings migrations are equivalent to 10% of the general account portfolio dropping one letter grade. Under the default sensitivity, credit impairments reduce the value of credit exposures and increase the required capital. The downward rating migrations of credit instruments increase the amount of required capital.
Longevity sensitivities
All main business units contribute to the company-wide risk that people will live longer than the expectations embedded in our provisions.
94 | Annual Report on Form 20-F 2025
Individually regulated Aegon companies are subject to prudential supervision in their respective home countries and therefore must maintain a minimum solvency margin in accordance with local requirements. In addition, Aegon as a whole is subject to prudential requirements on a group basis, including capital, internal governance, risk management, reporting, and disclosure requirements.
Applicable regulatory regime
Aegon Ltd. has its legal domicile in Bermuda, and Aegon’s group supervision is exercised by the Bermuda Monetary Authority (BMA) and, accordingly, the relevant Bermudian laws and regulations concerning group supervision are applicable.
Single-entity level Solvency II supervision is applicable in respect of Aegon’s regulated EEA insurance entities in Spain and Portugal. Aegon’s Asset Management activities in the Netherlands are supervised by the Dutch Authority for the Financial Markets (AFM) and the Dutch Central Bank (DNB).
In addition, the UK Prudential Regulatory Authority exercises subgroup supervision over entities established in the United Kingdom as subsidiaries of Aegon under the relevant provisions of the UK regulatory regime for insurers. In the United States, Transamerica adheres to the RBC framework, supervision is exercised by local state regulators, and subgroup supervision is exercised by the Iowa Insurance Division.
For other regulated subsidiaries, the applicable regulatory regime and legal requirements apply. Among others, this comprises Bermuda regulated entities.
At its Capital Markets Day held on December 10, 2025, Aegon announced its decision to relocate its head office and legal domicile to the US. Lead and scope of group supervision will be re-assessed by relevant regulators at the time of the redomiciliation, which may affect Aegon’s group solvency approach.
Group supervision
The Bermuda Insurance Act 1978, the Bermuda Insurance Group Supervision Rules 2011, and related regulations provide the BMA with broad authority to perform its group supervisor role with a wide range of functions and supervisory activities, including but not limited to (i) coordinating the gathering of information and dissemination of relevant or essential information for going concerns and emergency situations (including information that is important for the supervisory task of other competent authorities), (ii) reviewing and assessing the financial situation of the group, (iii) assessing the compliance with
the rules on solvency and risk concentration and intra-group transactions of the group, (iv) assessing the system of governance of the group, (v) planning and coordinating supervisory activities in cooperation with other competent authorities, (vi) coordinating any enforcement action against the group and its members, and (vii) planning and coordinating meetings of the college of supervisors of Aegon. Bermuda’s regulatory regime is well recognized, having been granted equivalent status by the EU under the Solvency II regime and by the United Kingdom under its own UK Solvency II regime. It has also been designated as a qualified jurisdiction and reciprocal jurisdiction by the US National Association of Insurance Commissioners (NAIC).
Group solvency
In Bermuda, Aegon’s group solvency ratio and surplus under the Bermuda solvency framework is broadly aligned with that under the previously applied Solvency II framework during a transition period until the end of 2027. Aegon will apply an aggregation approach to calculate its group solvency under the Bermuda solvency framework after this transition period.
Insurance companies are required to determine technical provisions at a value that corresponds with the current exit value of their obligations towards policyholders and other beneficiaries of insurance and reinsurance contracts. The calculation of the technical provisions is based on market-consistent information where possible. The value of the technical provisions equals the sum of the best estimate and the risk margin. The discount rate used to calculate technical provisions, along with other parameters, may significantly affect the level and volatility of own funds (the excess of assets over liabilities).
Insurers and reinsurers are required to hold eligible funds to ensure they can meet their obligations over the next 12 months with a probability of at least 99.5% (that is, withstand a 1-in-200-year event). This objective is called the Solvency Capital Requirement (SCR). Insurance companies are allowed to use: (a) a standard formula to calculate their SCR, (b) a self-developed internal model for which the approval of supervisory authorities is required, or (c) a partial internal capital model (PICM), a combination of the standard formula and an internal model that also requires approval of supervisory authorities. An internal model should better reflect the insurance company’s actual risk profile than the standard formula. Aegon Ltd. uses a PICM to calculate the SCR. In addition to the SCR, insurance companies must also calculate a Minimum Capital Requirement (MCR). This represents a lower level of financial security than the SCR, below which the insurance company’s eligible own funds may not fall.
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An irreparable breach of the MCR would lead to the withdrawal of an insurance company’s license. Insurance companies are required to hold eligible own funds against the SCR and MCR.
During the transition period, Aegon uses a combination of two methods - Accounting Consolidation and Deduction & Aggregation - to calculate the Group Solvency ratio. For insurance entities domiciled outside the EEA or UK, such as the United States, Aegon uses the Deduction and Aggregation method, based on local regulatory requirements, to translate these into the Group Solvency position. US insurance entities are included in Aegon’s group solvency calculation in accordance with local US Risk-Based Capital requirements. Actual solvency levels are included in note 37 Capital management and solvency in Aegon’s consolidated financial statements. Aegon’s UK insurance subsidiaries have been incorporated into Aegon’s Solvency calculation in accordance with Solvency UK standards, including Aegon UK’s approved PlCM.
Designation as Internationally Active Insurance Group
Aegon is an Internationally Active Insurance Group (IAIG) in accordance with the principles of ComFrame (the Common Framework for the Supervision of IAIGs). The provisions of ComFrame must be incorporated into local legislation to have a binding effect. To the extent Bermudian regulations require these provisions for IAIGs, these provisions are applicable. This also applies to the Insurance Capital Standard (ICS), which is being developed as a consolidated group-wide capital standard for IAIGs. The ultimate goal of the ICS is a single ICS that includes a standard methodology by which it achieves comparable outcomes across jurisdictions. The key elements of the ICS include valuation, capital resources, and capital requirements. Ongoing work is intended to improve convergence over time. The ICS was adopted by the International Association of Insurance Supervisors (IAIS) at its Annual General Meeting in December 2024.
Bermuda’s group supervision framework reflects international developments and principles for insurance group supervision adopted by the IAIS. The Insurance Amendment Act 2021 introduced the concept of an IAIG to meet the principles and standards of ComFrame. The Insurance Amendment Act 2021 amended the Insurance Act 1978 to make provision for supervisory requirements relating to the administration of IAIGs in Bermuda. Once designated as an IAIG, the IAIG is subject to any rules that the BMA may make prescribing prudential or technical standards to the IAIG and will continue to be subject to any other group supervision requirements.
Aegon closely monitors all regulatory requirements resulting from its designation as an IAIG. For example, Aegon has noted the BMA Insurance Prudential Standards Recovery Plan Rules 2024. These rules aim to ensure that insurers prepare for a range of potentially adverse scenarios ahead of any severe stress condition. These rules went into effect on May 1, 2025.
In November 2019, the IAIS adopted the Holistic Framework for the assessment and mitigation of systemic risk in the insurance sector. The Holistic Framework consists of an enhanced set of supervisory policy measures and powers of intervention, an annual IAIS global monitoring exercise, and an assessment of consistent implementation of supervisory measures. The provisions of the Holistic Framework must be incorporated into local legislation to have a binding effect.
Aegon’s designation as IAIG may evolve over time as its transformation continues.
Future laws and regulations
Aegon has taken note of reforms to Bermuda’s prudential regime. Aegon continues to closely monitor all regulatory requirements and changes to them, both at the consolidated level and at the level of individual regulated subsidiaries. In addition to prudential regulatory requirements, this includes ESG-related legislation, such as the EU Corporate Sustainability Reporting Directive, the Taxonomy Regulation, and the Sustainable Finance Disclosure Regulation.
96 | Annual Report on Form 20-F 2025
Aegon’s Code of Conduct embodies the company’s values and helps ensure that all employees act ethically and responsibly. It is available at www.aegon.com/coc.
It prescribes a mandatory set of standards for how Aegon employees should conduct business, comply with all applicable laws and regulations, and exercise sound judgment in reaching ethical business decisions in the long-term interests of Aegon’s stakeholders.
Aegon’s Code of Conduct applies to all Directors, officers, and employees of all Aegon companies around the world (regardless of the contractual basis of their employment), including associate companies and joint ventures that are majority-owned and/or controlled by Aegon Ltd. Companies in which Aegon does not hold a majority stake will be expected to either adopt the Aegon Code of Conduct or implement an equivalent code.
All Aegon employees must certify that they have read and understood the Code of Conduct and agree to abide by it. Employees are also required to complete mandatory training regularly to help embed the principles of the Code in their work.
Any waivers to the Aegon Code made to Directors or Executive Officers must be approved by the Aegon Ltd. Board of Directors or its Audit Committee. Waivers may only be granted in exceptional circumstances and will be promptly disclosed to our shareholders in accordance with applicable laws and stock exchange requirements. Aegon has elected to comply with home-country practice and disclose any waivers to the Aegon Code in the Form 20-F, rather than disclosing such waivers to shareholders within four business days under the NYSE rules. No waivers were requested or given during 2025.
Aegon Speak Up: Reporting misconduct
Breaches of laws and regulations, the Code of Conduct, or internal policies and procedures may have serious consequences for the company and its staff, customers, shareholders, and business partners, and may also have a profound impact on the financial system or the public interest. Aegon aims to be a trusted long-term partner to all its stakeholders. Therefore, the company would like to be made aware of any suspected unlawful, unethical, or otherwise improper conduct that could harm the company and its stakeholders. Effective detection and resolution of such conduct will help sustain its business and ensure long-term value creation for all stakeholders.
Aegon implemented Aegon Speak Up to demonstrate its commitment to staff and other stakeholders by encouraging them to report any concerns about potential misconduct and to ensure it will not tolerate reprisals for raising such concerns.
Aegon Speak Up provides a safe environment for anyone who wishes to raise a concern about suspected or observed misconduct that involves Aegon.
For this purpose, Aegon has engaged an independent third party to host a secure reporting channel for employees and others to report potential misconduct. Reports can be submitted online or via toll-free telephone lines in all countries where Aegon conducts business (24 hours a day, 7 days a week). Reporters can choose to remain anonymous. If an issue is found upon investigation, appropriate management action is taken to resolve it and prevent it from happening again.
It is important that people feel supported and protected by the company when bringing issues to management that may harm the company’s reputation and integrity, its employees, or other stakeholders. Aegon has established specific measures to provide support and to prevent and/or address situations that present a risk of reprisal. Reporters who believe they have experienced retaliation are encouraged to immediately bring the issue to the attention of the Group Compliance Officer, either directly or through our Speak Up program.
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Disclosure controls and procedures
At the end of the period covered by this Annual Report, Aegon’s management carried out an evaluation, under the supervision and with the participation of its Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the design and operation of Aegon’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Based on this evaluation, Aegon’s CEO and CFO concluded that, as of December 31, 2025, the disclosure controls and procedures were effective. There have been no material changes in the company’s internal controls, or in other factors, that could significantly affect internal control over financial reporting subsequent to the end of the period covered by this Annual Report.
Due to the listing of Aegon shares on the New York Stock Exchange, Aegon is required to comply with the US Securities and Exchange Commission regulations adopted pursuant to Section 404 of the Sarbanes-Oxley Act, or SOX 404. These regulations require that Aegon’s CEO (the Chairman of the Executive Board) and CFO report on and certify the effectiveness of Aegon’s internal control over financial reporting on an annual basis. Furthermore, external auditors are required to provide an opinion on the management assessment of Aegon’s internal control over financial reporting. The SOX 404 statement by management is stated below, followed by the report of the external auditor.
Management’s annual report on internal control over financial reporting
Aegon’s management is responsible for establishing and maintaining adequate internal control over financial reporting. Aegon’s internal control over financial reporting is a process designed under the supervision of Aegon’s principal executive and financial officers to provide reasonable assurance regarding the reliability of financial reporting and the preparation of its published financial statements. Internal control over financial reporting includes policies and procedures that:
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.
Management assessed the effectiveness of Aegon’s internal control over financial reporting as of December 31, 2025.
In making its assessment management used the criteria established in “Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission” (COSO, 2013 framework).
There were no changes to our internal control over financial reporting during the year ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Based on the assessment, management concluded that, in all material aspects, the internal control over financial reporting was effective as of December 31, 2025. They have reviewed the results of its work with the Audit Committee of the Board of Directors.
Attestation report of the registered public accounting firm
Management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2025, was audited by EY Accountants B.V., an independent registered public accounting firm, as stated in their report included in the ‘Auditor’s report on the Annual Report on Form 20-F’.
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Management’s assessment of going concern
Aegon’s management has adopted a going concern basis, in preparing the consolidated financial statements, on the reasonable assumption that the company is, and will be, able to continue its normal course of business in the foreseeable future.
Relevant facts and circumstances, relating to the consolidated financial position on December 31, 2025, were assessed in order to reach the going concern assumption. The main areas assessed are financial performance, capital adequacy, financial flexibility, liquidity, and access to capital markets, together with the factors likely to affect Aegon’s future development, performance, and financial position.
Commentary on these is set out in the “Our performance”, “Capital and liquidity management”, “Risk management” and “Business overview” sections in this Annual Report. Aegon’s CEO and CFO concluded that the going concern assumption is appropriate on the basis of the financial performance of the company, its continued ability to access capital markets, adequate solvency ratios, and the level of leverage and Cash Capital at Holding.
The Executive Director and CFO of Aegon Ltd.
Lard Friese, CEO
Duncan Russell, CFO
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100 | Annual Report on Form 20-F 2025
Auditor’s report on the Annual
Report on Form 20-F
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Aegon Ltd.
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of financial position of Aegon Ltd. and its subsidiaries (the Company) as of December 31, 2025 and 2024, and the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the two years in the period ended December 31, 2025, and the related notes and the financial statement schedules listed in the index appearing under the section Schedules (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025, and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with IFRS Accounting Standards (hereafter ‘IFRS’) as issued by the IASB.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission 2013 framework and our report dated March 25, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
/s/ EY Accountants B.V.
The Hague, The Netherlands
March 25, 2026
We have served as the Company’s auditor since 2024.
Opinion on Internal Control Over Financial Reporting
We have audited Aegon Ltd. and subsidiaries’ internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission 2013 framework (the COSO criteria). In our opinion, Aegon Ltd. and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of financial position of the Company as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the two years in the period ended December 31, 2025, and the related notes and our report dated March 25, 2026, expressed an unqualified opinion thereon.
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS Accounting Standards (IFRS) as issued by the IASB. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
To the Annual General Meeting of Shareholders and the Board of Directors of Aegon Ltd.
We have audited the consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in equity, and consolidated cash flow statement of Aegon Ltd. and its subsidiaries (the “Company”) for the year ended December 31, 2023, including the related notes and schedules of Schedule II – Condensed financial information of registrant, Schedule III – Supplementary insurance information, Schedule IV – Reinsurance, and Schedule V – Valuation and qualifying accounts for the year ended December 31, 2023 (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the results of its operations and cash flows of the Company for the year ended December 31, 2023 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.
Basis for opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers Accountants N.V.
Amsterdam, the Netherlands
April 3, 2024
We served as the Company’s auditor from 2014 to 2024.
Other information
Profit appropriation
Appropriation of profit will be determined in accordance with articles 3, 32 and 33 of the Bye-Laws of Aegon Ltd. The relevant provisions are as follows:
The Board of Directors may, before declaring any dividend or distribution out of contributed surplus, set aside such sums as it thinks proper as reserves which shall, at the discretion of the Board of Directors, be applicable for any purpose of Aegon and pending such application may, also at such discretion, either be employed in the business of Aegon or be invested in such investments as the Board of Directors may from time to time think fit. The Board of Directors may also, without placing the same to reserve carry forward any sums which it may think it prudent not to distribute.
The Board of Directors may, but shall not be required, to include a proposal for the declaration and payment of a final annual dividend in such amount as the Board may, in its sole discretion, determine to be justified, as an agenda item for consideration at the annual general meeting. Any annual final dividend approved at the annual general meeting shall be paid to the Shareholders according to their rights and interests as set forth in the bye-laws (and described under 5 and 6 below).
The Board of Directors may, from time to time, declare dividends or distributions out of contributed surplus to be paid to the Shareholders according to their rights and interests, including such interim dividends as appear to the Board of Directors to be justified by the position of Aegon. The declaration and payment of interim dividends or distributions from contributed surplus shall not require approval by Resolution.
The Board of Directors may also pay any fixed cash dividend which is payable on any shares of Aegon, half yearly or on such other dates, whenever the position of Aegon, in the opinion of the Board of Directors, justifies such payment.
The holder of a Common Share shall be entitled to receive dividends, on a pari passu and pro rata basis based on the number of Common Shares outstanding from time to time, as and when declared by the Board of Directors on the Common Shares as a class.
The holder of a Common Share B shall be entitled to receive dividends in an amount equal to one fortieth (1/40th) of the profits or reserves which the Board of Directors resolves to distribute to the holder of a Common Share, on a pari passu and pro rata basis based on the number of Common Shares B outstanding from time to time, as and when declared by, the Board of Directors on the Common Shares B as a class.
The Board of Directors may withhold and deduct from any dividend, distribution or other monies payable to a Shareholder by Aegon on or in respect of any shares any applicable dividend withholding tax and all sums of money (if any) presently payable by him to Aegon on account of calls or otherwise in respect of shares of Aegon.
No dividend, distribution, or other monies payable by Aegon on or in respect of any share shall bear interest against Aegon.
Any dividend or distribution out of contributed surplus unclaimed for a period of five (5) years from the date of declaration of such dividend or distribution shall be forfeited and shall revert to Aegon.
General
From December 31, 2025, Aegon’s total authorized share capital consisted of 4,000,000,000 common shares with a par value of EUR 0.12 per share and 2,000,000,000 common shares B with a par value of EUR 0.12 per share. At the same date, there were 1,573,119,870 common shares and 335,830,640 common shares B issued. Of the issued common shares, 270,149,311 common shares and 327,885,200 common shares B were held by Vereniging Aegon and no common shares were held by Aegon’s subsidiaries.
All of Aegon’s common shares and common shares B are fully paid and not subject to calls for additional payments of any kind. All of Aegon’s common shares are registered shares. New York Registry Shares (“NYRS”) are common shares and are traded at the New York Stock Exchange. Holders of NYRS hold their shares in the registered form issued by Aegon’s New York transfer agent on Aegon’s behalf. NYRS and shares listed at Euronext Amsterdam are exchangeable on a one-to-one basis and are entitled to the same rights, except that cash dividends are paid in US dollars on NYRS.
As of December 31, 2025, 212 million common shares were held in the form of NYRS. As of December 31, 2025, there were 8,258 record holders of Aegon’s NYRS resident in the United States.
Vereniging Aegon
Vereniging Aegon is the continuation of the former mutual insurer AGO. In 1978, AGO demutualized and Vereniging AGO became the only shareholder of AGO Holding N.V., which was the holding company for its insurance operations. In 1983, AGO Holding N.V. and Ennia N.V. merged into Aegon N.V. Vereniging AGO initially received approximately 49% of the common shares and all the preferred shares in Aegon, giving it voting majority in Aegon. At that time, Vereniging AGO changed its name to Vereniging Aegon.
The main purpose of the Vereniging Aegon is a balanced representation of the direct and indirect interests of Aegon and of companies with which Aegon forms a group, of insured parties, employees, shareholders and other related parties of these companies. Influences that threaten the continuity, independence, or identity of Aegon, in conflict with the aforementioned interests, will be resisted as much as possible.
In accordance with the 1983 Amended Merger Agreement, Vereniging Aegon had certain option rights on preferred shares to prevent dilution of voting power as a result of share issuances by Aegon. This enabled Vereniging Aegon to maintain voting control at the General Meeting of Shareholders of Aegon. In September 2002, Aegon effected a capital restructuring whereby Vereniging Aegon’s ownership interest in Aegon’s common shares decreased from approximately 37% to approximately 12%, and its aggregate ownership interest in Aegon’s voting shares decreased from approximately 52% to approximately 33%.
In May 2003, Aegon’s shareholders approved certain changes to Aegon’s corporate governance structure, introducing a second class of preferred shares. Both classes of preferred shares had a nominal value of EUR 0.25 each. The voting rights pertaining to the preferred shares were adjusted accordingly to 25/12 vote per preferred share. However, in May 2003, Aegon and Vereniging Aegon also entered into a Preferred Shares Voting Agreement, pursuant to which Vereniging Aegon agreed to exercise one vote only per preferred share, except in the event of a “Special Cause” as defined below. At that time Aegon and Vereniging Aegon amended the option arrangements under the 1983 Amended Merger Agreement so that, in the event of an issuance of shares by Aegon, Vereniging Aegon could purchase as many class B preferred shares as would enable Vereniging Aegon to prevent or correct dilution to below its actual percentage of voting shares, to a maximum of 32,64%.
On February 15, 2013, Aegon and Vereniging Aegon entered into an agreement to simplify the capital structure of Aegon and to cancel all of Aegon’s preferred shares, of which Vereniging Aegon was the sole owner. The execution of this agreement was approved by the Annual General Meeting of Shareholders on May 15, 2013.
The simplified capital structure entailed, but was not limited to, the conversion of all outstanding preferred shares A and B, with a nominal value of EUR 0.25 each, into a mix of common shares and common shares B, with a nominal value of EUR 0.12 each. The financial rights attached to a common share B were determined at 1/40th of the financial rights attached to a common share.
The simplified capital structure also entailed the amendment of the Voting Rights Agreement between Aegon and Vereniging Aegon, known as the Preferred Shares Voting Agreement before May 2013. The shares of both classes offer equal full voting rights, as they have equal nominal values (EUR 0.12). The amended Voting Rights Agreement ensures that under normal circumstances, except in the event of a Special Cause, Vereniging Aegon will not exercise more votes than is proportionate to the financial rights represented by its shares. This means that in the absence of a Special Cause Vereniging Aegon may cast one vote for every common share it holds and one vote only for every 40 common shares B it holds. As Special Cause qualifies inter alia the acquisition of a 15% interest in Aegon, a tender offer for Aegon shares or a proposed business combination by any person or group of persons, whether individually or as a group, other than in a transaction approved by the Board of Directors of Aegon, or any other circumstance in which, in the opinion of Vereniging Aegon, it not exercising the full voting power would seriously harm the interests of the Company and the business connected with it. If, in its sole discretion, Vereniging Aegon determines that a Special Cause has occurred, Vereniging Aegon will notify the General Meeting of Shareholders and retain its right to exercise the full voting power of one vote per common share B for a limited period of six months.
The simplified capital structure also included an amendment to the 1983 Amended Merger Agreement between Aegon and Vereniging Aegon. Following this 2013 amendment, Vereniging Aegon’s call option relates to common shares B. Vereniging Aegon may exercise its call option to keep or restore its total stake at 32.6%, irrespective of the circumstances that cause the total shareholding to be or become lower than 32.6%.
At the Extraordinary meeting of shareholders of Aegon N.V. on January 17, 2023, Vereniging Aegon voted on all of its shares in favor of Aegon N.V. divesting its business operations in the Netherlands to ASR Nederland N.V. for a cash consideration and a 29.99% share interest in ASR Nederland N.V
On August 16, 2023, the members of Vereniging Aegon voted to instruct the board of Vereniging Aegon, subject to the board’s fiduciary duties, to vote all of Vereniging Aegon’s common shares and common shares B (based on one vote per 40 common shares B) at Aegon N.V.’s Extraordinary General meeting of September 29, 2023 and at Aegon S.A.’s extraordinary meeting of September 30, 2023 to vote in favor the change in legal domicile of Aegon from the Netherlands to Bermuda by means of the cross-border conversion of Aegon N.V. into Aegon S.A. and the subsequent cross-border conversion of Aegon S.A. into Aegon Ltd. (the “Redomiciliation”). Following such vote of the members of Vereniging Aegon, the board of Vereniging Aegon is obligated, pursuant to the terms of a voting undertaking agreement, dated June 29, 2023, between Aegon N.V. and Vereniging Aegon, and subject to the board’s fiduciary duties, to vote all of such shares in favor of the Redomiciliation. At the Extraordinary General Meeting of shareholders of Aegon N.V. on September 29, 2023 and on the Extraordinary General Meeting of shareholders of Aegon S.A. on September 30, 2023, Vereniging Aegon voted on all its shares in favor of the Redomiciliation.
On September 30, 2023, Aegon N.V. changed its legal domicile from the Netherlands to Bermuda and became Aegon Ltd. Following the Redomiciliation, the governance position of and arrangements with Vereniging Aegon remained materially unchanged. The existing arrangements between Aegon and Vereniging Aegon continued under the Voting Rights Agreement and the Amended 1983 Merger Agreement as well as under Bermuda law and the bye-laws of Aegon.
On December 8, 2023, Aegon entered into a share repurchase agreement with Vereniging Aegon, pursuant to which Vereniging Aegon agreed to participate in the second and third tranche of Aegon’s 2023 1.535 billion Euro share buyback program for an aggregate consideration of EUR 139,5 million Euro equally distributed over the total number of trading days during the program whereby the number of shares repurchased has been determined based on the daily volume-weighted average price per common share on Euronext Amsterdam, resulting in Aegon repurchasing 24,842,939 shares from Vereniging Aegon in the 2023 EUR 1.535 billion share buyback program that ended on 28 June 2024.
On December 18, 2023, Aegon repurchased 112,619,440 common shares B from Vereniging Aegon for the amount of EUR 14,804,951.58 based on 1/40th of the Value Weighted Average Price of the common shares of the five trading days preceding this transaction. The repurchase of common shares B was executed to bring the aggregate holding of voting shares by Vereniging Aegon in Aegon more in line with its special cause voting rights of 32.6% following the completion of the share buy back programs, initiated by Aegon in July 2023 following the completion of the transaction with a.s.r.
On July 8, 2024, Aegon entered into a share repurchase agreement with Vereniging Aegon, pursuant to which Vereniging Aegon agreed to participate in Aegon’s 2024 200 million euro share buyback program for an aggregate consideration of EUR 37 million equally distributed over the total number of trading days during the program whereby the number of shares repurchased has been determined based on the daily volume-weighted average price per common share on Euronext Amsterdam, resulting in Aegon repurchasing 6,407,476 shares from Vereniging Aegon in the 2024 share buyback program that ended on December 13, 2024.
On December 16, 2024, Aegon repurchased 36,371,440 common shares B from Vereniging Aegon for the amount of EUR 5,541,443.48 based on 1/40th of the Value Weighted Average Price of the common shares of the five trading days preceding this transaction. The repurchase of common shares B was executed to bring the aggregate holding of voting shares by Vereniging Aegon in Aegon in line with its special cause voting rights of 32.6% following the completion of the share buyback programs, initiated by Aegon in May 2024 and July 2023 following the Transaction.
On January 13, 2025, Aegon entered into a share repurchase agreement with Vereniging Aegon, pursuant to which Vereniging Aegon participated pro-rata in the EUR 150 million buyback program based on its combined common shares and common shares B, for aggregate consideration of EUR 20 million. This is because the EUR 150 million buyback program included an amount of approximately EUR 40 million to meet Aegon’s obligations resulting from the share-based compensation plans for its senior management. The participation of Vereniging Aegon in this share buyback program was equally distributed over the total number of trading days during the program whereby the number of shares repurchased has been determined based on the daily volume-weighted average price per common share on Euronext Amsterdam, resulting in Aegon repurchasing 3,336,760 common shares from Vereniging Aegon in the 2025 share buyback program that ended on June 30, 2025.
On July 1, 2025, Aegon entered into a share repurchase agreement with Vereniging Aegon, pursuant to which Vereniging Aegon agreed to participate in Aegon’s 2025 EUR 200 million share buyback program for an aggregate consideration of EUR 37 million.
On August 25, 2025, Aegon and Vereniging Aegon entered into an addendum to the share repurchase agreement entered into on July 1, 2025 to have Vereniging Aegon participate for an additional EUR 34 million in the additional EUR 200 million that has been added to Aegon’s existing EUR 200 million share buyback program that commenced on July 1, 2025. The aggregate participation in the amount of EUR 71 million of Vereniging Aegon in this share buyback program was equally distributed over the total number of trading days during the program whereby the number of shares repurchased has been determined based on the daily volume-weighted average price per common share on Euronext Amsterdam, resulting in Aegon repurchasing 10,796,374 common shares from Vereniging Aegon in the EUR 400 million share buyback program that ended on December 15, 2025.
Accordingly, on December 31, 2025, the voting power of Vereniging Aegon under normal circumstances amounted to approximately 18.4%, based on the number of outstanding and voting shares (excluding issued common shares held in treasury by Aegon). In the event of a Special Cause, Vereniging Aegon’s voting rights will increase, currently to 32.6%, for up to six months.
On January 12, 2026, Aegon announced a EUR 227 million share buyback, which includes EUR 27 million to meet Aegon’s obligations resulting from its share-based compensation plans for senior management and is expected to be completed by June 30, 2026 barring unforeseen circumstances.
On January 12, 2026, Aegon has entered into an agreement with its largest shareholder, Vereniging Aegon, to participate in the new EUR 227 million share buyback. Vereniging Aegon will participate pro-rata in the share buyback based on its combined common shares and common shares B which represent about 18.4% of the total shareholders’ voting rights that are currently exercisable. This results in a buyback amount of EUR 37 million. The number of common shares that Aegon will repurchase from Vereniging Aegon will be determined based on the daily volume-weighted average price per common share on Euronext Amsterdam.
Vereniging Aegon - Members and Executive Committee
On December 31, 2025, the General Meeting of Members of Vereniging Aegon consisted of 14 members. The majority of the voting rights is with the 12 members who are not employees or former employees of Aegon or one of the Aegon Group companies, nor current or former members of the Supervisory Board or the Executive Board of Aegon N.V. or of the Board of Directors of Aegon Ltd. The other two members are the Executive Director of the Board of Aegon and a member of Aegon’s Executive Committee.
Vereniging Aegon has an Executive Committee consisting of seven members, five of whom are not, nor have ever been, related to Aegon, including the Chairman and the Vice-Chairman. The other two members are the Executive Director of the Board of Aegon and a member of Aegon’s Executive Committee. Resolutions of the Executive Committee, other than a limited number of matters specified in the articles of association of Vereniging Aegon , are made with an absolute majority of the votes. When a vote in the Executive Committee results in a tie, the Chairman has the deciding vote, or when absent, the Vice-Chairman. If both the Chairman and Vice-Chairman are absent, the resolution shall be deemed not adopted if the votes tie. Regarding the amendment of the Articles of Association of Vereniging Aegon, a special procedure involves a unanimous proposal from the Executive Committee, thereby including the consent of the representatives of Aegon at the Executive Committee. This requirement does not apply in the event of a hostile change of control at the General Meeting of Shareholders of Aegon, in which event Vereniging Aegon may amend its Articles of Association without the cooperation of Aegon. Furthermore, the two members who are representatives of Aegon at the Executive Committee have no voting rights on several decisions that relate to Aegon, as set out in the internal rules of Vereniging Aegon.
Other major shareholders
In this section, where reference is made to any filings with the Dutch Autoriteit Financiële Markten (AFM) or the US Securities and Exchange Commission (SEC), the terms “issued capital” and “voting rights” are used as defined in the Wet op het Financieel Toezicht.
To Aegon’s knowledge and based on the filings made with the AFM and SEC as per February 27, 2026, and in addition to Vereniging Aegon, BlackRock, Dodge & Cox, Norges, and Capital Research and Management Company hold a capital or voting interest in Aegon of 3% or more.
Based on its filing with the AFM on December 15, 2025, BlackRock, Inc. stated to hold 88,901,664 common shares, representing 4.7% of the issued capital on December 31, 2025, and 100,451,022 voting rights, representing 5.3% of the issued capital on December 31, 2025.
Per January 21, 2026, BlackRock, Inc.’s filing with the SEC shows that BlackRock held 84,994,771 common shares, representing 4.5% of the issued capital on December 31, 2025, and voting rights for 78,408,449 shares, representing 4.1% of the issued capital on December 31, 2025.
Based on its filing with the AFM on December 29, 2025, Dodge & Cox stated to hold 93,893,006 voting rights, representing 4.9% of the issued capital on December 31, 2025.
Per February 13, 2026, Dodge & Cox’s filing with the SEC shows that Dodge & Cox held 93,469,947 common shares, representing 4.9% of the issued capital on December 31, 2025, and voting rights for 89,995,507 shares, representing 4.7% of the issued capital on December 31, 2025.
Based on its filing with the AFM on November 5, 2024, Norges Bank stated to hold 63,023,416 common shares and voting rights, representing 3.3% of the issued capital on December 31, 2025.
Per January 27, 2026, Norges Bank’s filing with the SEC shows that Norges Bank held 88,813,381 common shares, representing 4.7% of the issued capital on December 31, 2025, and voting rights for 86,853,561 shares, representing 4.5% of the issued capital on December 31, 2025.
Based on its filing with the AFM on April 22, 2025, Capital Research and Management Company stated to hold 59,004,301 voting rights, representing 3.1% of the issued capital on December 31, 2025.
Additional information
Overview of Americas
Aegon Americas operates in the United States and Canada.
In the United States, Aegon Americas operates primarily under two brands: Transamerica and World Financial Group (WFG). In Canada, it conducts business primarily through the WFG brand. The use of the term “Transamerica” throughout this business overview refers to the operating subsidiaries in the United States and Canada, collectively or individually, through which Aegon conducts business, except those United States operations described in the Overview of Aegon Asset Management.
Transamerica is a leading life insurance company in the United States, and the largest of Aegon’s operating units worldwide. Transamerica employs approximately 7,200 people, and its businesses in the United States serve customers in all 50 states, the District of Columbia, Puerto Rico, the US Virgin Islands, and Guam. The company’s primary offices are in Cedar Rapids, Iowa; Denver, Colorado; Baltimore, Maryland; and Philadelphia, Pennsylvania. There are additional offices located throughout the United States.
On December 10, 2025, Aegon announced its intention to relocate its headquarters and its legal seat to the United States. Aegon will be renamed Transamerica Inc. upon completion of the transition, which Aegon aims to conclude by January 1, 2028
Organizational structure
Transamerica Corporation is the holding company for Aegon’s US and Canadian operations, and all US and Canadian business is conducted through its subsidiaries. Transamerica entities collectively operate in every US state, the District of Columbia, Puerto Rico, the US Virgin Islands, Guam, and Canada.
Transamerica provides insurance and financial products for a range of customer needs at various stages of life, including financial protection, savings, and investment solutions. Transamerica leverages its brand strength, expertise, and capabilities to fulfill Aegon’s purpose of helping people live their best lives.
Transamerica’s businesses are classified as either Strategic Assets or Financial Assets.
Strategic Assets are considered to have a greater potential for an attractive return on capital and growth. Transamerica’s Strategic Assets are organized into three business segments: Distribution, which mostly consists of WFG, Protection Solutions, and Savings & Investments. Generally, non-risk-bearing businesses are part of Savings & Investments, while Protection Solutions and Financial Assets encompass the insurance businesses. The Savings & Investment business segment includes Retirement Plans, Mutual Funds, and Stable Value Solutions. The Protection Solutions business segment includes the Annuities, Individual Life, Individual Health, and Life and Health (Employee Benefits) lines of business. Transamerica offers these product lines, described in greater detail below, through several distribution and sales channels and provides insurance primarily through its key insurance subsidiaries Transamerica Life Insurance Company and, in New York, Transamerica Financial Life Insurance Company.
Several Transamerica product lines are considered Financial Assets. Financial Assets are capital-intensive assets with relatively low returns on capital employed. They are generally “closed blocks” no longer being offered for sale. Transamerica is actively managing variable annuities with interest rate sensitive riders, fixed annuities - including Single Premium Group Annuities (SPGAs), the legacy universal life insurance book, and long-term care insurance portfolios (LTC) as Financial Assets. New sales for Financial Assets, if any, are limited and focused on products with higher returns and a moderate risk profile.
Overview of sales and distribution channels
Transamerica offers insurance and financial products and services through affiliated and non-affiliated distributors. Various sales channels support the Strategic Assets business, further split into Protection Solutions and Savings & Investments.
Transamerica’s Distribution business segment consists of WFG, a wholly owned subsidiary with agencies in the United States and Canada, a mutual fund dealer in Canada, and Transamerica Financial Advisors, a United States dually registered broker-dealer and investment advisor. WFG provides unique, differentiated access to the underserved Main Street market. WFG independent agents are diverse across age, gender, ethnicity, and background to align with the customers they serve. Transamerica’s market share in WFG Distribution in the US is above 66% for life insurance products in 2025, an increase from the 63% observed throughout 2024. This growth is built on an enhanced service experience for WFG agents and quality products tailored to Main Street America. Transamerica does not offer proprietary products in Canada.
Transamerica distributes its retirement products and services to employers and works closely with plan advisors and third-party administrators to serve customers. In addition, the unit’s Advice Center deploys a team of experienced registered representatives, investment advisor representatives, and licensed insurance agents to serve group plan participants and assist with individual retirement accounts (IRA) and retirement portfolio management.
The Retirement Plan business aims to increase profitability by growing assets in the General Account Stable Value annuities and IRAs and delivering managed advice and other ancillary products and services.
Transamerica distributes its Mutual Fund solutions through wholesaling agreements with intermediary banks, wirehouse brokerage firms, and independent broker-dealers through its wholesale broker-dealer, Transamerica Capital, LLC (TCL).
Annuity products – registered index-linked annuities (RILAs) and variable annuities (excluding those with interest rate sensitive riders managed as part of Financial Assets) - are marketed by Transamerica’s wholesale distribution teams to registered representatives at wirehouse brokerage firms and banks through its wholesale broker-dealer, TCL, as well as through independent broker-dealers.
Life Insurance products are marketed through Transamerica’s wholesale distribution teams to WFG life licensed independent agents, Transamerica Agency Network agents (TAN), and other independent agents.
Transamerica Life and Health (Employee Benefits) solutions are marketed by Transamerica’s wholesale distribution teams (Commercial Broker Markets and Wholesale Markets teams) to general agents, agents, brokers, and third-party distributors that specialize in employee benefit programs. These distributors then offer these solutions to their employer, union, and association clients. They serve as the gateway to working Americans who purchase these programs to enhance the underlying employer sponsored and contributory benefit plans such as group major medical, disability, and life insurance.
Transamerica is continuing to invest in its product manufacturing capabilities and has built an operating model to position its Life Insurance and Annuity businesses for further growth in Main Street America with expanded distribution by third parties.
Overview of business lines
Transamerica’s Savings & Investments business unit includes Retirement Plans, Mutual Funds, and Stable Value Solutions.
Retirement Plans
Comprehensive and customized retirement plan services are offered to employers across the entire range of defined benefit, defined contribution, and non-qualified deferred compensation plans for single-employer plans, multiple-employer plans (MEPs), and pooled-employer plans (PEPs). Services are also offered to individuals rolling over funds from other qualified retirement funds or IRAs.
Retirement plan services, including administration, record-keeping and related services are offered to employers of all sizes and to plans across all market segments. Transamerica also works closely with plan advisors and third-party administrators to serve its customers.
Plan sponsors have access to a wide array of investment options, including Collective Investment Trusts (CITs) offered by Transamerica Trust Company and general account stable value group annuity contracts offered by Transamerica Life Insurance Company or, in New York, Transamerica Financial Life Insurance Company. Tools are provided to help plan participants monitor their retirement accounts and engage in behavior to stay on track toward a funded retirement. Managed Advice® is a managed account option that plan sponsors can make available to participants that provides investment advice to participants using a plan’s slate of funds.
For individuals, retirement-related services and products include IRAs, advisory services, and annuities, as well as access to other financial and insurance products and resources.
Mutual funds (and Collective Investment Trusts (CITs))
Mutual funds are professionally managed investment vehicles comprised of pooled money invested by numerous individuals or institutions. Such funds are invested in various underlying security types such as stocks, bonds, money market instruments, and other securities. Transamerica offers mutual funds that are focused on several different asset classes, including US equity, global/international equity, fixed income, money markets, and alternative investments, as well as asset allocation and target-date funds with combined equity and fixed income strategies. Transamerica mutual funds use the portfolio management expertise of asset managers across the industry in a sub-advised platform, which are both affiliated with and not affiliated with Aegon. These managers are subject to a rigorous selection and monitoring due diligence process conducted by Transamerica Asset Management.
A CIT is a pooled investment fund, held by a bank or trust company, like Transamerica Trust Company, and is generally available only to certain types of retirement plans and other institutional investors. Transamerica Asset Management serves as the advisor to some of the CITs Transamerica offers, which focus on several different asset classes, including US equity, international equity, and fixed income. Transamerica also leverages the portfolio management expertise of asset managers across the industry.
Effective January 1, 2026, Transamerica Asset Management was aligned under Aegon Asset Management and as such, will be included in Aegon Asset Management’s overview going forward.
Stable Value Solutions
Transamerica’s Stable Value Solutions business offers synthetic guaranteed investment contracts (GICs) primarily to tax-qualified institutional entities such as 401(k) plans and other retirement plans and education savings plans. A synthetic GIC “wrapper” is offered around fixed-income invested assets, which are owned by the plan and managed by the plan or a third-party money manager hired by the plan. A synthetic GIC is typically issued with an evergreen maturity and may be terminated under certain conditions. Such a contract helps to reduce fluctuations in the value of the wrapped assets and provides book-value withdrawals for plan participants.
Transamerica’s Protection Solutions division includes the Annuities, Individual Life, Life and Health (Employee Benefits), and Individual Health lines of business.
Individual Life
Term life insurance
Term life insurance provides death benefit protection without cash value accumulation. Benefits are paid to policy beneficiaries in the event of the death of the insured during a specified period. Living benefit riders that provide accelerated death benefits for an insured’s critical illness or chronic condition are available on certain term life insurance policies.
Indexed universal life insurance
Indexed universal life (IUL) insurance provides death benefit protection until the policy maturity age and cash value accumulation with flexible premium payments. What distinguishes it from other types of traditional life insurance is the way in which interest earnings are credited. Net premiums may be allocated to either a fixed account or indexed accounts. Indexed accounts credit interest based in part on the performance of one or more market indices. The credited interest is based on the performance of an index, but with a floor and a cap. IUL offers both market-paced growth potential in the indexed accounts and downside protection. LTC riders and other living benefit riders are available on IUL products.
Whole life insurance
Whole life (WL) insurance provides death benefit protection until the policy maturity age, provided that the required premiums are paid while accumulating cash values based on statutory requirements. Premiums are generally fixed and usually payable over the life of the policy. Among the WL insurance products offered is final expense WL insurance, which is intended to cover the insured’s end-of-life medical bills and burial expenses.
Variable universal life insurance
Variable universal life (VUL) insurance is securities-registered life insurance that offers death-benefit protection until the policy maturity age and cash value accumulation potential with financial market participation. The premium amount for VUL insurance is flexible and may be changed by the policy owner within contract limits. Coverage amounts may change as well. The investment feature usually includes “sub-accounts,” which provide exposure to underlying investments, such as stocks and bonds. This exposure increases cash value return potential but also the risk of additional premium requirements or lower coverage amounts in comparison with a traditional, non-variable life insurance policy. Transamerica stopped selling VUL insurance in New York in 2017 and outside of New York in 2018.
Life and Health (Employee Benefits)
Transamerica provides a suite of employer-sponsored life insurance programs offered in the workplace through payroll deduction to employees and their families. These employee benefit plans offer protection during the employees’ working years and into retirement, as they often can be continued/ported. These offerings include employer-sponsored group life and supplemental life insurance products (term life, whole life, universal life). Transamerica is a top-five provider of these programs in the US.
Health employee benefit plans offer accident and health products, including accidental death and dismemberment (AD&D), disability, and supplemental health insurance products (accident, cancer, critical illness, disability, executive medical, hospital indemnity, medical expense (gap), and retiree medical). These supplemental health benefits are designed to help fill gaps created by high-deductible health plans and unexpected medical emergencies.
Individual Health
Supplemental health insurance products (as described above) within Individual Health are managed as a closed in-force block.
Annuities
Registered Index-Linked Annuities (RILAs)
Transamerica began selling RILAs in 2022. RILAs offer tax-deferred long-term savings options that limit exposure to downside risk and provide the opportunity for growth. The opportunity for growth is based, in part, on the performance of stock market indices. RILAs offer tax-deferred growth potential, annual free withdrawal amounts, and an option to convert the annuity into a stream of income for retirement or for other long-term financial needs. RILA owners do not invest directly in the underlying index. Premiums are invested at Transamerica’s discretion as outlined in the contract, and the owner receives index-linked crediting, which can be positive or negative. The owner accepts a level of risk of market loss in exchange for higher upside potential.
Variable Annuities
Transamerica offers a suite of securities-registered Variable Annuities (VA) with optional Living Benefits, which can provide protection from market losses for principal and earnings, plus the potential for uncapped investment growth and income for life. While Transamerica continues to offer certain VAs, it has discontinued sales of VAs with significant interest rate-sensitive living and death benefits and now manages that business as a Financial Asset.
Fixed Index Annuities
Fixed index annuities allow the contract holder to accumulate assets for retirement on a tax-deferred basis through periodic interest crediting and principal protection. Transamerica has stopped new sales of fixed index annuities. Transamerica stopped receiving premium deposits on fixed index annuities in 2022.
Universal life insurance
Universal life (UL) insurance is flexible life insurance that offers death benefit protection until the policy maturity age, together with the potential for cash value accumulation. After the first few years, there is usually no set premium. The policy owner can adjust the frequency and amount of premium payments, if sufficient premiums are accumulated in the policy’s account value to cover charges in the month that follows, which are called “monthly deductions.” Some versions of this product, which are not actively sold, have “secondary guarantees.” These maintain life insurance coverage even when the cash value is insufficient, if the customer pays a specified minimum premium.
Long-term care insurance
LTC insurance products are designed to provide in-home, or in-facility care for people with chronic medical conditions, disabilities, or disorders such as Alzheimer’s disease. LTC insurance helps protect against the high cost of LTC services, and it may also help families better manage the financial, health, and safety issues associated with individuals requiring LTC services. Transamerica offers an LTC rider on certain life insurance products but stopped offering standalone LTC products in 2021.
Variable Annuities (VAs) in Financial Assets allow the contract holder to accumulate assets for retirement on a tax-deferred basis and to participate in equity or bond market performance. Optional guarantees are offered through riders that can be added to a contract for an additional fee. VA riders include guaranteed minimum death benefits (GMDBs) and guaranteed living benefits (GLBs). GMDBs provide a guaranteed benefit in the event of the annuitant’s death. GLBs provide a measure of protection against market risk while the annuitant is living. Different forms of GLBs are available, offering a guaranteed income stream for life and/or guaranteeing principal protection. While Transamerica continues to offer certain VAs, it discontinued sales of VAs with significant interest rate-sensitive living and death benefits during 2021.
Fixed Annuities (including SPGAs)
Fixed annuities allow the contract holder to accumulate assets for retirement on a tax-deferred basis through periodic fixed interest crediting and principal protection. Transamerica stopped being active in fixed annuities in 2008, and all contract holders are now outside the surrender charge period.
Competition
The US marketplace is highly competitive. Transamerica’s competitors include other large insurance carriers, in addition to certain banks, securities brokerage firms, investment advisors, and other financial intermediaries marketing insurance, annuities, and mutual funds.
In individual life insurance, leading competitors include Pacific Life, Lincoln National, Prudential Financial, John Hancock, National Life, Nationwide, Mutual of Omaha, and Corebridge Financial. Competitors for supplemental health insurance include a wide range of companies and company types based on the nature of the coverage, including Aflac, MetLife, Colonial Life, Allstate, Unum, and Guardian Life.
In the registered index-linked annuity (RILA) market, Transamerica’s top competitors and the largest issuers are Equitable Financial, Brighthouse Financial, Prudential Financial, Allianz Life, and Lincoln National. New RILA entrants to the space include Corebridge Financial and Pacific Life. In the variable annuity market, Jackson National, Equitable Financial, Nationwide, Lincoln National, Corebridge Financial, and Pacific Life are top competitors.
Some of Transamerica’s main competitors in the mutual fund market include John Hancock, Hartford Funds, Lord Abbett, PGIM, and Touchstone.
In the defined contribution plan administration market, Transamerica’s largest competitors (based on assets under administration) are Fidelity, Empower, TIAA, Vanguard, Alight, Principal Financial, and Voya. In the Retirement Plan space, Principal Financial Group and Voya are two peers that are most comparable, as both firms have a similar strategy of growing core recordkeeping business which helps accelerate placement of ancillary solutions, including proprietary assets, Individual Retirement Accounts (IRAs), and managed advice.
In the market for synthetic guaranteed investment contracts (GICs), Transamerica’s Stable Value Solutions business, the largest competitors are Prudential Financial, MetLife, Voya, MassMutual, Pacific Life, and Corebridge Financial.
Within WFG, the main competitors on the life insurance side are Pacific Life and Nationwide. Most of WFG’s annuity sales are in fixed indexed annuities and fixed annuities, which Transamerica does not offer. As a retail distributor, WFG’s primary competitor is Primerica.
Transamerica’s insurance companies are regulated primarily at the state level. Some activities, products, and services are also subject to federal regulation.
State and provincial regulation
Transamerica’s insurance companies are licensed and regulated in each US state and jurisdiction in which they conduct insurance business. The insurance regulators in each state carry out their mission by providing oversight in the broad areas of consumer protection, market conduct, and financial solvency.
Transamerica’s largest insurance company, Transamerica Life Insurance Company, is domiciled in Iowa, and the Iowa Insurance Division exercises principal regulatory jurisdiction over it. Iowa is Transamerica’s designated lead state, giving Iowa a coordinating role in the collective supervision of Transamerica’s insurance entities.
In the areas of licensing and market conduct, states grant or revoke licenses to transact insurance business, regulate trade, advertising, and marketing practices, approve policy forms and certain premium rates, review and approve new products and features, and certain rates prior to sale, address consumer complaints, and perform market conduct examinations on both a regular and targeted basis.
In the area of financial regulation, state regulators implement and oversee statutory reserve and minimum risk-based capital requirements. Insurance companies are also subject to extensive reporting requirements, investment limitations, and required approval of significant transactions. State regulators conduct extensive financial examinations of insurers every three to five years.
State regulators can impose a variety of corrective measures, including the revocation of an insurer’s license and financial penalties for failure to comply with applicable regulations. All state insurance regulators are members of the National Association of Insurance Commissioners (NAIC), an association that works to achieve uniformity and efficiency of insurance regulation across the United States and US territories.
The NAIC and state regulators are reviewing how changes in the insurance industry are affecting investments and reinsurance practices. For investments, they are looking at how insurers are using more private, complex, and less liquid assets to improve returns. Regulators are assessing whether current capital requirements accurately reflect the risks of these assets and whether those risks are being properly managed.
With respect to reinsurance, regulators are focusing on offshore arrangements that involve large amounts of assets and are often used to manage capital more efficiently. To strengthen oversight, the NAIC now requires insurers to conduct actuarial testing of reserves held by reinsurers in certain transactions to ensure those reserves are adequate.
The NAIC is also working to improve its Risk-Based Capital (RBC) framework, which helps determine how much capital insurers need to remain financially sound. A group of commissioners is reviewing the RBC system to clarify principles and identify shortcomings, which could lead to future updates. The NAIC is also considering changes to how RBC accounts for risk diversification and is updating capital requirements for annuities in conjunction with a new economic scenario modeling tool.
In addition, the NAIC is updating privacy and data protection rules. The goal is to create a new framework that states can adopt to better safeguard consumer information. The NAIC is developing a tool to help regulators evaluate how insurers use artificial intelligence (AI) and is considering a new model law for AI. This law could replace an existing bulletin that has already been adopted by about half of the states.
WFG and its independent agents are primarily subject to US state and Canadian provincial and territorial law and regulation, most significantly in the areas of licensing, recordkeeping, privacy, market conduct, and agent status as independent contractors. In Canada, the Federal Services Regulatory Authority of Ontario has proposed a wide-ranging managing general agent rule that would impose additional requirements on WFG and certain of its agents, strategic relationships, and service providers. The most recent comment period on this regulation ended in November 2025. In addition, the New Jersey Labor Department has proposed new rules intending to update the definition of who is considered an independent contractor in that state, which in its current form, would make it difficult for independent insurance agents to maintain their status as such. The public comment period on the proposal expired in July 2025.
Federal regulation
Although the insurance and retirement-related directed trustee and CIT business is primarily regulated at the state level, securities products, and retirement plans products and services are also subject to federal regulation by the Securities and Exchange Commission (SEC) and the Department of Labor (DOL), respectively.
Variable life insurance, VAs, RILAs, and mutual funds offered by Transamerica are subject to regulation under the federal securities laws administered and enforced by the SEC. The distribution and sale of SEC-registered products by broker-dealers is regulated by the SEC, the self-regulating organization Financial Industry Regulatory Authority (FINRA), and state securities regulators. Broker-dealers and their representatives are subject to the SEC’s Regulation Best Interest (Regulation BI), which establishes a “best interest” standard of conduct for broker-dealers when making a recommendation to a retail customer and requires potential conflicts of interest to be disclosed. Forty-nine states have adopted an NAIC model law that imposes similar standards as Regulation BI for the sale of fixed and variable annuities. The only state not to adopt the model is New York which passed its own regulation (NY Regulation 187) that requires all recommendations for life insurance and annuities be based on the “best interest” of the customer. A number of Transamerica companies are also registered as investment advisors. Investment advisors owe a fiduciary duty to clients and are regulated by the SEC.
In 2024, the SEC adopted new rules that would have required corporate issuers to disclose climate-related risks that are reasonably likely to have a material impact on its business strategy, results of operations, or financial condition. However, the implementation of these rules has been stayed pending the resolution of related legal proceedings. Further, in 2025 the SEC voted to end its defense of the rule. The SEC also withdrew its proposed rules concerning the use of predictive data analytic tools by broker-dealers and investment advisers.
In 2024, the DOL released a new rule (the Retirement Security Rule) expanding the definition of a fiduciary in the context of providing investment advice under ERISA, as amended, and imposing new requirements on those fiduciaries; however, the DOL faced consolidated court cases challenging the rule. The DOL withdrew its defense of the rule in the court cases in November 2025.
Information security and privacy regulations
Transamerica’s businesses are regulated with respect to information security, data breach response, privacy, and data use at the federal, state, and in some cases, local levels. At the federal level, various Transamerica companies are subject to the Gramm-Leach-Bliley Act (GLBA), the Fair Credit Reporting Act (FCRA), and the Health Insurance Portability and Accountability Act (HIPAA), among other laws. At the state level, the various departments of insurance and other agencies typically administer a series of privacy and information security laws and regulations that impact several Transamerica businesses. In addition, numerous state legislatures have passed or have attempted to pass more broad-based general consumer privacy laws, such as the California Consumer Privacy Act, which is administered and enforced by the California Privacy Protection Agency (CPPA). Regulations addressing cybersecurity audits, automated decision-making technologies, and risk assessments, as well as updates to existing CCPA sections, have been approved by the CPPA in 2025 and will go into effect in stages over the next several years. States continue to introduce legislation on these topics, and states that have previously passed laws continue to evolve their laws with amendments. For example, in November 2023, the New York Department of Financial Services (NYDFS) amended its Part 500 Cybersecurity Rules to adopt heightened information security requirements in relation to areas such as cybersecurity governance, cybersecurity risk assessments, and incident reporting. The timeline to comply with the Amendment was a phased approach, which started on December 1, 2023, and ended on November 1, 2025. The White House, SEC, FTC, and other governmental bodies have also increased their focus on companies’ cybersecurity vulnerabilities and risks, including in relation to third-party service providers. The SEC adopted the Cybersecurity Risk Management, Strategy, Governance, and Incident Disclosure by Public Companies on July 26, 2023 (the “Rule”). The Rule enhanced and standardized disclosures for public companies with regard to their cybersecurity risk strategy, management, and governance. The Rule also required the reporting of a cybersecurity incident within four business days of determining that an incident is deemed material and established disclosure requirements for Foreign Private Issuers (FPIs) parallel to those of publicly traded domestic insurers in Form 8-K and Form 10-K. The SEC also amended Regulation S-P, the implementing regulation for GLBA for broker-dealers, investment companies, registered investment advisers, and transfer agents. The amendment includes requirements related to incident response programs, customer notifications of data breaches, service provider oversight, and similar related matters. The amendment was effective as of December 2025.
Overview of United Kingdom
Aegon UK’s ambition is to become a champion in the UK savings and retirements market through the provision of a broad range of savings, investment, and retirement solutions products to individuals, advisers, and employers.
Aegon UK’s growth is driven by its inter-connected business model comprising a workplace platform and an adviser platform and supported by its own advice channel. The platform business delivers a range of propositions, seeking to partner with intermediaries in the delivery of services.
This model is complemented by a traditional products insurance business of products that are no longer actively marketed and an institutional trading platform. Aegon UK’s focus is on investing in its growth channels to create a more modern digital business whilst leveraging the potential of its inter-connected business model and engaging more directly with customers to support consolidation and retention, to and through retirement.
Aegon UK actively trades with over 3,500 adviser firms and around 9,000 employers, giving it a total of 3.8 million customers and GBP 246 billion assets under administration (AUA) as at December 31, 2025.
Aegon UK employs over 2,800 people and its main offices are in Edinburgh, Farnborough, London, Peterborough, and Witham.
Aegon’s strategy to transform Aegon UK into a leading digital savings and retirement platform continues to make good progress and the business remains a reliable and growing source of revenues for the Group. In the context of our stronger focus on the US, Aegon announced at its Capital Markets Day 2025 that it will begin a strategic review of Aegon UK to assess the best way to accelerate and maximize value for all stakeholders. In this review, all options will be evaluated, including a potential divestment.
Aegon UK plc is Aegon’s holding company in the United Kingdom. It was registered as a public limited company in December 1998. The leading operating subsidiaries, which all operate under the Aegon brand, are:
Overview of sales and distribution
Aegon UK operates an interconnected business model with three growth franchises: the Workplace platform, the Adviser platform, and the Advice franchise and two other businesses: Traditional products and the Institutional Platform.
Aegon UK works with those employers and advisers to deliver an online experience for customers. The platform is designed to support customers throughout their lives as needs evolve by providing a comprehensive range of savings and investment products, moving with them each time they change employers, and allowing them to engage with different advisers.
This single set of products gives Aegon UK the flexibility required to support the modern, complex lives customers are living to and through retirement.
Aegon UK is investing to capitalize on its strong positions in the workplace and adviser platform markets and complements this by investing in its own advice channel to be able to drive value through the existing customer base.
Aegon UK has also developed Mylo as its new digital experience and app with the aim of transforming customer outcomes. Mylo will deliver personalized education, guidance and advice to customers focused on key moments in their life, seeking to position Aegon as a one stop shop for all their savings needs. Mylo is already recognized as an award winning innovation in the market and has been made available to 1 million Aegon customers so far with the aim to give access to 2 million by the end of 2026.
Workplace platform channel
The Workplace platform channel provides UK-based employers with pensions and savings schemes. It allows Aegon UK to participate in the strongly growing auto-enrolment market cost-effectively acquiring around 280,000 new individual scheme members per year (based on a three-year average).
Aegon UK serves the workplace platform market via three distribution channels/propositions. Medium-sized employers are served via corporate and retail advisers, large companies are served through Employee Benefit Consultants, and the partnership with Aon on their Mastertrust provides access to the largest corporate clients.
Employers are provided with an easy-to-use administration interface and market-leading capabilities such as Member Insights to help them unlock the value of their scheme. Employees are provided with a targeted and personalized approach to communication via Mylo and underpinned by best-of-breed capabilities in education (Pension Geeks), guidance (Aegon Assist), and advice (Origen Financial Services Limited (Origen)).
Adviser platform channel
The Adviser platform channel gives financial advisers access to long-term savings and retirement products through an open architecture technology platform offering over 4,000 funds. It aims to capitalize on the strong demand for advice, especially within the growing affluent population nearing and in retirement. The aim is to create a primary platform relationship, which positions Aegon UK to receive the majority of new business flows from the adviser partner.
Aegon UK’s focus is on meeting the needs of its “target 500” advisers. This is underpinned by:
Advice channel
Aegon UK has an established advisory business in Origen serving around 80,000 customers, which is a critical element of its workplace proposition providing employees with access to guidance and advice through their employer. It comprises two channels:
Aegon UK manages a traditional products portfolio comprising two main elements:
Institutional platform
Aegon UK offers an institutional trading and custody platform to around 20 firms.
Aegon UK is well positioned for growth, possessing leading positions in the markets it operates in with strong growth potential. Aegon UK is unique in the way it supports intermediaries wishing to operate across workplace and individual advice, providing an end-to-end customer experience.
In the workplace platform market, Aegon UK provides employee benefits, engagement, and scheme governance. Competitors include Aviva, Legal & General, and Willis Towers Watson.
In the adviser platform market, Aegon UK aims to become the “primary platform” for intermediaries. Competitors include Aviva, Quilter, and Aberdeen.
UK Stewardship Code
During 2025, Aegon UK was accepted as a signatory to the Financial Reporting Council’s UK Stewardship Code for the third time. Being accepted to join the UK Stewardship Code is a significant achievement, and further demonstrates Aegon UK’s commitment to being a responsible business. The UK Stewardship Code is a set of voluntary principles that aim to improve the quality of stewardship practices by asset owners, managers, and service providers. To become a signatory, organizations must clearly demonstrate that they have exercised effective stewardship over the previous 12 months through good governance and active engagement, which has helped to generate long-term positive impacts for the economy, the environment, and/or society.
Mansion House Accord
Aegon UK was among the 17 signatories to the Mansion House Accord which is a voluntary expression of intent to commit a minimum 10% allocation to private markets across all main Defined Contribution default funds, by 2030 with at least 5% of the total going to UK private markets. In 2025, we launched a further two Long-Term Asset Funds providing exposure to private markets within the Universal Balanced Collection with Assets Under Management of GBP 13 billion. These changes are designed to create improved outcomes for over 700,000 members currently invested in the Universal Balanced Collection fund and aim to provide better risk-adjusted returns and value for money, offering access to a wider range of responsible investment opportunities.
All relevant Aegon UK companies based in the United Kingdom are either: authorized by the Prudential Regulation Authority (PRA) and regulated by the PRA and the Financial Conduct Authority (FCA); or authorized and regulated by the FCA, depending on firm type. The PRA is responsible for the prudential regulation of deposit takers, insurers, and major investment firms. The FCA is responsible for regulating firms’ conduct in Retail and Wholesale markets and for the prudential regulation of financial services firms that do not come under the PRA’s remit.
Scottish Equitable plc is authorized by the PRA and is subject to prudential regulation by the PRA and conduct regulation by the FCA. Every life insurance company licensed by and/or falling under the supervision of the PRA must file audited regulatory reports at least annually. These reports are designed to enable the PRA to monitor the solvency of the insurance company. The reports include a balance sheet, an income statement, a breakdown of the Solvency Capital Requirements, extensive actuarial information, and detailed information on the investments of the insurance company.
Aegon UK is also subject to group supervision at the level of Aegon UK plc under the UK Solvency II regulations, and therefore a consolidated report for Aegon UK group is also filed annually.
The Aegon Master Trust (a full-service defined-contribution pension, combining independent governance with a flexible investment capability) is subject to regulatory oversight by The Pensions Regulator.
Regulatory solvency requirements
United Kingdom life insurance companies are required to maintain Own Funds that are sufficient to withstand a 1-in-200-year shock on a 1-year value-at-risk basis, subject to certain absolute minimum requirements.
Aegon UK plc uses the Aegon UK Partial Internal Model (PIM) to calculate Aegon UK’s group solvency position. The PRA approved the use of this model to calculate Aegon UK’s group solvency position, with effect from March 31, 2023, following the introduction of group supervision at the level of Aegon UK plc as a result of the United Kingdom’s exit from the European Union.
Since the introduction of Solvency II on January 1, 2016, Scottish Equitable plc has been using Aegon’s PIM to calculate its solo solvency position. Scottish Equitable plc uses the Matching Adjustment in the calculation of the technical provisions for its annuities and uses the Volatility Adjustment in the calculation of the technical provisions for the With-Profits business with investment guarantees.
The UK Government and PRA concluded a review of Solvency II, and the resultant reformed UK Solvency II regime became effective from 31 December 2024.
Regulatory requirements for investment firms
Cofunds Limited, Aegon Investment Solutions Limited, and Aegon Investments Limited apply requirements under the FCA’s Investment Firm Prudential Regime (IFPR). The IFPR rules establish minimum capital requirements as the higher of the Own Funds Requirement (OFR) and the Overall Financial Adequacy Requirement (OFAR). The OFR is the higher of the Fixed Overhead Requirement, the Permanent Minimum Requirement, or the “K-factor” requirement. Under the IFPR, the Internal Capital Adequacy and Risk Assessment (ICARA) process assesses the OFAR.
Information security and privacy regulation
Privacy regulations that impact Aegon UK currently are the UK General Data Protection Regulation (GDPR), the 2018 Data Protection Act, and the Privacy and Electronic Communications Regulations (PECR). The Data (Use & Access) Act 2025 (DUAA) which received Royal Assent in June 2025, introduces several key changes, including aligning the fines for breaching PECR with UK GDPR levels. Organizations have until June 2026 to fully comply with the changes, which will be rolled out in phases. Aegon UK is awaiting guidance from the regulator (the Information Commissioner’s Office, (ICO)) as to their expectations and what those changes mean in practice and will closely monitor such communications and guidance coming from the ICO so they can progress with the implementation of those changes. Data protection controls are attested to and rated annually as part of the global Aegon Privacy Control Framework (APCF). As noted above, all relevant Aegon UK companies are either: authorized by the PRA and regulated by the FCA and the PRA; or authorized and regulated by the FCA. Therefore, in relation to Cyber Security, Aegon UK is subject to annual independent financial and Information Technology audits by both internal and independent third-party auditors. These address Aegon UK’s security controls and risk management.
Overview of International
Aegon International includes partnerships in Spain & Portugal, China and Brazil, as well as our high-net-worth (HNW) life insurance company Transamerica Life Bermuda (TLB), and some smaller ventures in Asia.
Aegon’s presence in the Spanish insurance market dates to 1980. The activities in Spain (and Portugal) have developed largely through distribution partnerships with Spanish bank Banco Santander S.A.
Operations in Asia were established in 2003, starting with a joint venture in China. TLB was established and incorporated in Hamilton, Bermuda, in 2005. Its full-service branches in Hong Kong and Singapore were established in 2006. In 2025, a representative office was established in the Dubai International Financial Centre (DIFC).
In 2009, Aegon formed a joint venture with local traditional group Mongeral in Brazil, which was founded in 1835. Our economic interest includes voting common shares in MAG Seguros, which offers individual protection solutions. Together with Bancoob, MAG Seguros also operates a joint venture company dedicated to providing life insurance and pension products within the Sicoob, Brazil’s largest cooperative financial system.
The key lines of business within Aegon International are China, Brazil, Spain & Portugal, and TLB. The remaining business units are grouped in one category called “Others” for reporting purposes. The corresponding joint ventures (including Aegon’s ownership percentages, where relevant) are as follows:
Spain & Portugal:
China:
Brazil:
TLB:
Other subsidiaries:
Aegon International distributes its products directly to consumers (online and/or physical branches) and via banks, brokers, (tied) agents, and other digital/e-commerce partners.
The sales and distribution channel mix varies per country, reflecting the differences in the local insurance markets.
In Spain & Portugal, the life insurance and health products are sold by the joint venture formed by Aegon and Santander (Santander Life Insurance and Reinsurance), whereas the non-life insurance (accident, home, unemployment, disability, critical illness dependency, and funeral) products are sold by the non-life joint venture (Santander General Insurance and Reinsurance).
Aegon España’s own distribution channel offers life and health products. The network of brokers and agents accounts for approximately 88% of the total sales of the fully owned subsidiary, and the remaining 12% is generated by the direct channel.
China: Aegon THTF
Aegon operates in China primarily through a joint venture with Tongfang Co. Ltd., Aegon THTF Life Insurance Co., Ltd. (hereafter: Aegon THTF). The joint venture is licensed to sell life insurance, annuity, accident, and health products in China. Since 2003, the company has expanded its network of branches, primarily in the coastal provinces of Eastern China. It has access to a potential market of approximately 700 million people.
Aegon THTF follows a multi-channel distribution strategy, including agents, brokers, banks, group sales, and digital e-commerce platforms.
Brazil: MAG Group
In Brazil, the joint venture has two major insurance companies generating revenue streams, MAG Seguros and Sicoob Seguradora. Together, they have 7.6 million clients as of December 2025. More than one third of MAG Seguro’s annual new premium is sold by home-recruited individual brokers and market life insurance specialists, hosted in a proprietary environment called Sales Rooms. The independent investment agents are the second largest distribution model, selling mostly term and whole life policies. The rest is spread among individual and/or group life products distributed through large brokerage firms, digital direct sales, and partners/cooperatives, including affinities and credit life in B2B2C models. Sicoob Seguradora distributes individual, group and credit life protection products in a bancassurance model through affiliate agencies to its cooperative associates. The joint venture also has an asset management company called MAG Investimentos, created in 2013, managing both Group and third parties’ investments.
TLB and Aegon Insights
TLB distributes its life insurance products to HNW customers globally through targeted distribution relationships with selected brokers and financial advisors. With its singular focus on the HNW segment, TLB offers a differentiated proposition to the HNW market. TLB has extensive experience in handling large sums assured and complex cases, supporting HNW customers’ legacy and business planning needs. The Global HNW life insurance market continues to expand rapidly, and TLB is given the mandate to reposition itself as a leader in this market. Aegon Insights is a marketing, distribution, and administration services business operating in Asia Pacific. With changes in consumer preferences, in 2017 Aegon made the strategic decision to discontinue Aegon Insights and put it in run-off. In 2023, it sold its Japanese and Hong Kong operations, while the remaining Australia operation was sold during the second half of 2025.
Aegon International focuses on serving retail customers with individual life and different types of general, accident, and health insurances.
Life insurance, savings, and protection
Spain & Portugal’s life insurance business comprises life savings and individual and group protection products, where individual life-risk and health products form the larger part of the business. Customers’ savings needs are serviced by Aegon España through its affiliates, offering universal life and unit-linked products. Protection business, pursued both in Spain & Portugal, includes primarily life, health, accident, and disability cover distributed through the joint ventures and Aegon España’s own channels. These products can typically be complemented with critical illness, income protection, and other riders.
In Asia, Aegon provides a broad range of life insurance products, including indexed universal life and traditional life products.
TLB offers a diversified suite of protection solutions across its global markets, tailored for HNW personal and business needs as well as wealth accumulation potential.
In China, participating products are the key products being sold while whole life products and annuity products are also offered through many channels, such as agents, banks, and brokers. Digital channel currently focuses on offering protection products, such as term life and endowment.
In Brazil, new business for MAG Seguros includes individual life-risk and individual life-savings products. The greater part of them are whole life or yearly renewable policies without cash value with riders such as temporary disability, critical illness, surgeries, or home services. Sicoob Seguradora sells individual and credit life policies. Both companies offer group life solutions for corporate markets.
Health insurance
Health insurance is primarily offered in standalone form in Spain and China, and also as riders on life insurance policies in Spain & Portugal and China.
In Spain, health insurance is offered through Aegon’s own channels and through Santander’s branches. Aegon collaborates with medical partners across the country. In Portugal, it is also offered through Santander Totta’s distribution network.
Aegon THTF offers various kinds of health insurance, such as short-term medical insurance, mainly through agents, brokers, and group channels. In Brazil, MAG Seguros does not sell pure health insurance, although it offers health-related products (for example, critical illness, surgeries and temporary disability) due to the decreasing affordability of private health in the Brazilian system, and the burden of public health. These coverages are bundled with life solutions and sold under the so-called Invida product line.
Pensions
In Brazil, the joint venture operates pensions through several strategies. It partners with existing pension funds and offers embedded life and disability insurance within the pension funds’ new enrollee application form. MAG Seguros has been the leader in this segment for over 20 years.
General insurance
Aegon España has been offering general insurance products, mainly household protection, unemployment, accident, dependency, and funeral insurance, since 2013 through its joint ventures with Banco Santander.
In Brazil, MAG Seguros launched in 2022 a new general insurance company called Simple2U established under the Brazilian regulator’s sandbox and since 2024 with definitive authorization from SUSEP to operate. The startup offers a fully digital on-demand portfolio of home insurance and other items, primarily through B2B2C distribution partnerships. In 2023, the JV launched a new company called MAG Capitalização, which offers savings products with lottery features, either as riders of MAG Seguros portfolio or as embedded solutions on business partnerships, it started operations in 2024.
The Spanish insurance market is highly competitive. For traditional life, unit-linked variable life, and pension products, the major competitors are retail bank-owned insurance companies. For health and general insurance products, the main competitors are both foreign and local companies. Aegon España is the exclusive provider of protection products to Banco Santander. The exclusive partnership also holds for Portugal. Key competitors for Aegon’s joint ventures with Banco Santander in Spain & Portugal are large traditional insurance companies.
China
In China the life insurance market is a highly fragmented one with many national and foreign players. As of September 30, 2025, there were 91 life insurance companies in the market, including 65 domestic life companies and 26 foreign life insurers. Based on the gross written premium (GWP), Aegon THTF ranked 42nd among 71 companies that have published their GWP data and 17th among foreign life companies in China. Aegon THTF’s market share among foreign life insurers was 1.7% in terms of total premiums.
In Brazil, MAG Seguros operates predominantly in life insurance. Although less than in the past, 58% of the market is still concentrated in bank-owned companies. With 10% of the market share of the independent life insurance companies, MAG Seguros ended the third quarter of 2025 holding the third position in the ranking, behind Prudential (21%) and Icatu (14%). The asset management company MAG Investimentos is ranked number 60 in a market with 1.040 companies.
The HNW market is highly competitive. A handful of large global insurers are active in this space with competitive product offerings across the key global HNW markets such as Bermuda, Hong Kong and Singapore. Indexed Universal Life is a fast-growing product in the HNW space due to the transparent nature of equity participation while providing downside protection to equity markets.
In the European Union, a single insurance company may only be licensed for and conduct either a life insurance business or a non-life insurance business, not both.
State supervision and oversight of the insurance industry is conducted by the following bodies and institutions:
The authorities mentioned above promote consumer protection and have the right to investigate prudential activities and conduct, financial position and solvency, and compliance with all relevant laws.
Aegon THTF is supervised by the National Financial Regulatory Administration (NFRA). The NFRA was established based on the former China Banking and Insurance Regulatory Commission, which will comprehensively strengthen supervision. During 2025, the NFRA continuously strengthened the implementation of expense authenticity requirements, enhanced product supervision by lowering pricing, and introduced several measures to further support the stability and activity of capital markets.
In Brazil, Aegon has operations involving life insurance, non-life insurance, and supplementary private pension, as well as financial asset management and collection. Considering this portfolio of operations, the state supervision and oversight of Aegon’s companies is conducted by the following bodies and institutions:
The authorities mentioned above have the right to investigate prudential activities and conduct, financial position, and solvency, and compliance with all relevant laws.
TLB is incorporated in Bermuda and regulated by the Bermuda Monetary Authority, the regulator of the financial services sector in Bermuda. TLB has full-service branches that are registered and licensed in Hong Kong and Singapore, respectively. The Insurance Industry is regulated in Hong Kong by the Hong Kong Insurance Authority (HKIA) and in Singapore by the Monetary Authority of Singapore (MAS). TLB also has a representative office in the DIFC.
Solvency
Aegon’s EU-domiciled entities in Spain & Portugal use the Solvency II Standard Formula to calculate the solvency position of their insurance activities. Aegon Spain does not apply the matching adjustment or transitional arrangements.
Aegon’s Asian insurance activities are included in Aegon’s Group Solvency ratio through Deduction & Aggregation. For TLB, Deduction & Aggregation is applied using available and required capital as per the local Bermuda capital regime.
Overview of Aegon Asset Management
Aegon Asset Management (Aegon AM) is an active global investor. Its 350 investment professionals manage and advise on assets of EUR 325 billion as of December 31, 2025, for a global client base of corporate and public pension funds, insurance companies, banks, wealth managers, family offices, and foundations.
Aegon AM provides investment management expertise to institutional and private investors around the world. Its main office locations are in the United States, the Netherlands, and the United Kingdom, while also having offices in Hong Kong, Germany, Spain and Hungary. Through its joint ventures Aegon AM also has a presence in Brazil, France and China. Its investment capabilities are focused around four Global Platforms, each with asset-class expertise: private and public fixed income, real assets, private and public equities, and multi-asset & solutions. Across these platforms, the investment teams are organized globally, and there is a common belief in fundamental, research-driven active management, underpinned by a focus on risk management and a strong commitment to responsible investing. Further to these investment platforms, Aegon AM also operates a fiduciary and multi-manager business in the Netherlands.
Aegon AM holds two key strategic partnerships:
Following a strategic assessment, in 2025 Aegon AM adopted three key strategic pillars designed to promote further growth.
To enable delivery on the strategic pillars, Aegon AM rationalized its systems and in June 2025, simplified its organization and governance. The Global Platforms’ business is now managed through four business units, divided by investment capabilities and with local product and distribution teams. This new structure is set up to accelerate decision making, improve local accountability and enhance responsiveness to its clients. The units are: Aegon AM Continental Europe, Aegon AM UK, Aegon AM US and Aegon AM Real Assets. Global Platforms retains its global Operations and IT platform and global support functions such as Finance, Risk and Legal & Compliance. While the Business Units are divided by investment capabilities, the CIO keeps central oversight.
Effective January 1, 2026, Aegon Ltd. is aligning its Asset Management activities in the US. As a result, Transamerica Asset Management’s mutual funds business (TAM) and Transamerica Fund Services, Inc. (TFS) will start to operate as a separate and distinct business unit under the Aegon AM umbrella.
Overview of Asset Management
Aegon AM has an executive board supported by a global operational management board. The strategic direction and global oversight of business performance is executed by this global board, whose members have both global and local roles and responsibilities. This board is supported by several sub-committees. Members of the executive board are appointed by Aegon Ltd. This supports Aegon’s oversight of Aegon AM.
Aegon AM uses both institutional and wholesale distribution channels combining a global perspective with a focus on local relationships in the Americas and Europe. Client types include banks, pensions funds, insurance companies, fiduciary managers and Outsourced Chief Investment Officers (OCIO’s), family offices, investment consultants, wealth managers, charities, foundations, and endowments, third-party investment platforms, as well as its affiliated companies and joint ventures.
Aegon AM has three distinct client segments:
Aegon AM competes with other asset management companies to acquire business from Aegon customers in the open-architecture parts of the affiliate business and from third parties.
In the United States, Aegon AM focuses on offering investors core fixed income, alternative fixed income, equity, and real asset-related strategies. It works directly with pension funds, insurance companies, family offices, endowments, and foundations as well as investment consultants within the institutional market. In the wholesale market, Aegon AM works as an advisor and/or sub-advisor with its insurance company affiliates and other partners to offer competitive and relevant strategies for its client base. It also works with investment consultants and other partners to offer products to third-party institutions. Primary competitors in the United States include Voya IM, BlackRock, Invesco, JP Morgan AM, Franklin Templeton, Principal Global Investors, PIMCO, and PGIM.
In Continental Europe, Aegon AM focuses on offering investors core and alternative fixed income, equities, real estate, and multi-asset and solutions strategies to institutional and wholesale clients. In the Netherlands, Aegon AM also offers fiduciary services to institutional clients. In the third-party institutional market, it competes with domestic and global asset managers, as well as with fiduciary and balance sheet managers. Competition continues to be strong in the institutional market due to both the ongoing consolidation of pension funds and the growing service requirements of pension fund clients. Primary competitors in the Netherlands include BlackRock, Robeco, Goldman Sachs AM, Achmea, and Van Lanschot Kempen.
In the United Kingdom, Aegon AM focuses on offering investors fixed income, equities, and multi-asset and solutions strategies. It serves institutional clients and their advisors and is active in the wholesale market. Primary competitors in the United Kingdom include Aberdeen, Aviva Investors, LGIM, Janus Henderson, Insight Investment, M&G, and Royal London.
In mainland China, AIFMC focuses on Chinese equity, fixed income, multi-asset and money market strategies. It competes against a wide range of locally based asset managers, including China Universal Asset Management, E Fund Management, Fullgoal Fund Management, and Yinhua Fund Management. The company’s products are distributed through banks, securities brokers, and digital platforms.
In France, LBP AM services private investors through La Banque Postale’s retail banking network and with LFDE through independent advisors, representing LBP AM, LFDE, and Aegon AM-advised strategies. In the institutional market, it also offers investment strategies from Aegon AM to compete for affiliate and third-party insurance and pension clients with large local asset managers and specialized international competitors. In France, primary competitors include Amundi Asset Management, AXA Investment Management, BNP Paribas Investment Partners, Carmignac, and Edmond de Rothschild.
Regulation of asset management companies in general differs from that of insurers. Aegon AM’s local operating entities are regulated by their local regulators, most notably the Dutch Authority for the Financial Markets (AFM) (conduct of business supervision) and the DNB (prudential supervision) for Dutch-based entities, the Financial Conduct Authority (FCA) for Aegon Asset Management UK plc, and the Securities & Exchange Commission (SEC) and the Commodity Futures Trading Commission (CFTC) for the US-based entities. Aegon Asset Management UK is also regulated by the SEC for its activities in the US market, whilst North Westerly Holding B.V., Aegon AM’s European CLO business, has filed as an exempt reporting adviser with the SEC. AIFMC is regulated as a Chinese fund management company by the Chinese Securities Regulatory Commission (CSRC), while LBP AM is an asset management company licensed by the French Financial Markets Authority (AMF).
Aegon is exposed to a wide array of risks, both internal and external, which can significantly impact its operations and profitability. These risks include failures in compliance systems, financial market fluctuations, economic trends, and regulatory changes. The materialization of any of these risks could lead to a decline in Aegon’s securities’ market price, potentially resulting in investors losing part or all of their investments. Aegon may also face unforeseen risks that could materially affect its operations and share price.
This chapter categorizes risk factors based on their origins and acknowledges that risks can have far-reaching consequences. The risk categories are: financial, underwriting, operational, political, regulatory, supervisory, legal and compliance, and risks specific to Aegon’s common shares. Within each category, the most significant risk factors are presented first. However, the order of the remaining risk factors does not necessarily indicate their likelihood of occurrence or potential impact, as these aspects are often difficult to determine with certainty. Even risks with low probability can have substantial consequences if they materialize.
Summary
The risk factors cover the following topics in the designated categories:
1. Financial Risks
2. Underwriting Risks
3. Operational Risks
4. Political, regulatory, and supervisory risks
5. Legal and compliance risks
6. Risks relating to Aegon’s common shares
7. Risks relating to our redomiciliation and relocation of our headquarters
Financial risks
Rapidly rising or sustained low interest rates may negatively impact profitability and liquidity.
Aegon’s assets and liabilities are sensitive to movements in interest rates and Aegon uses derivative instruments to help manage interest rate risk. In periods of rapidly rising rates Aegon is required to post more collateral under these derivative contracts, which can cause a strain on liquidity. In addition, rapidly rising interest rates can cause policy loans, surrenders, and withdrawals to increase. These activities may require Aegon to sell invested assets at a time when the prices of those assets are affected adversely by the increase in market interest rates, which may result in realized investment losses.
Early withdrawals may also impact the Contractual Service Margin (CSM), which results in lower future CSM releases, and as such, lower future net results.
During periods of decreasing, sustained low, or negative interest rates, Aegon may not be able to preserve profit margins in spread-based businesses due to the existence of minimum interest rate guarantees and minimum guaranteed crediting rates provided in policies. Investment earnings may be lower because the interest earnings on new fixed-income investments are likely to have declined with the market interest rates. A prolonged low or even negative interest rate environment may also result in a lengthening of maturities of the policyholder liabilities from initial estimates, due to lower policy lapses and longer duration of annuities. In this context, negative interest rates have comparable but larger impacts than low but positive rates.
Particularly during periods of low interest rates, in-force life insurance and annuity policies may be relatively more attractive to consumers due to built-in minimum interest rate guarantees, resulting in increased premium payments on products with flexible premium features and a higher percentage of insurance policies remaining in force year-to-year. The majority of assets backing the insurance liabilities are invested in fixed-income securities.
Aegon, in managing its investments and derivative portfolio, considers a variety of factors, including the relationship between the expected duration of its assets and liabilities. However, if interest rates remain low or even negative, the yield earned upon reinvesting interest payments from current investments, or from their sale or maturity, may decline. Reinvestment at lower yields may reduce the spread between interest earned on investments and interest credited to some of Aegon’s products, and accordingly, profitability may decline. In addition, borrowers may prepay or redeem fixed maturity investments or mortgage loans in Aegon’s investment portfolio in order to borrow at lower rates. Aegon’s ability to lower crediting rates on certain products to offset the decrease in spread may be limited by contractually guaranteed minimum rates or competitive influences.
Depending on economic developments, interest rates for securities with shorter maturities may remain at low or even negative levels for a prolonged period. In such an environment, an anchored expectation of low inflation or deflation could further push down the longer end of the interest rate curve, which could have significant implications for Aegon’s profitability.
Financial market disruptions and adverse economic conditions may materially affect business performance, liquidity, and financial condition.
Aegon’s profitability and financial condition may be materially affected by uncertainty, fluctuations, or negative trends in general economic conditions, such as economic growth, levels of unemployment, consumer confidence, inflation, and interest rate levels in the countries in which Aegon operates. Continuing global economic and geopolitical volatility (including military conflict), as well as elections in several countries leading to changes in the political landscape, imposition of tariffs, sanctions or other barriers to global trade, elevated inflation and fluctuations in interest rates, have increased the potential for volatility in financial markets.
Any disruptions or downturns in the global financial markets or general economic conditions may result in reduced demand for Aegon’s products as well as impairments and reductions in the value of the assets in Aegon’s general account, separate account, and company pension schemes. Aegon may also experience a higher incidence of claims and unexpected policyholder behavior, such as unfavorable changes in lapse rates. Aegon’s policyholders may choose to defer or stop paying insurance premiums, which may impact Aegon’s businesses, profitability, cash flows, and financial condition, and Aegon cannot predict with any certainty if or when such actions may occur.
Governmental action in the US, the Netherlands, the UK, the European Union, Bermuda, and elsewhere to address market disruptions and economic conditions may impact Aegon’s businesses. Aegon cannot predict the effect that these or other government actions, including economic sanctions, as well as actions by the European Central Bank (ECB) or the US Federal Reserve, may have on financial markets or on Aegon’s businesses, profitability, cash flows, and financial condition.
Elevated levels of inflation may impact business strategy and negatively impact profitability.
The major global economies have experienced elevated levels of inflation in recent years. It is driven by many factors, such as supply chain disruption, energy, and commodity costs.
A high inflation environment can adversely affect Aegon directly through higher claims and higher expenses or through broader macro-economic impacts that are associated with high inflation, such as a reduction in the market value of assets.
Certain products Aegon offers have a direct or very strong link to inflation, most notably index-linked pension products. Other products have a correlation to inflation over the longer term, such as long-term care insurance products. It is Aegon’s practice to hedge the indexation of pension products, but it is not possible to hedge the inflation associated with long-term care insurance products, as no instrument exists to match this risk.
Operating expenses have a strong correlation with inflation (wage and price inflation). An increase in observed inflation may lead to increased expenses and lower earnings if Aegon is unable to offset the expense of inflation through expense savings initiatives.
Elevated levels of inflation may have broader economic impacts on asset valuations and economic activity, which will adversely impact Aegon’s business plans and strategy and its profitability.
Illiquidity of investment assets may delay sales at fair prices, and access to external financing may be constrained.
Aegon must maintain sufficient liquidity to meet short-term cash demands under normal circumstances, as well as in crisis situations. Liquidity risk is inherent in many of Aegon’s businesses. Each asset purchased and liability (for example, insurance products) sold has unique liquidity characteristics. Some liabilities can be surrendered, while some assets, such as privately placed loans, mortgage loans, real estate, and limited partnership interests, are to some degree illiquid. In depressed markets, Aegon may be unable to sell or buy significant volumes of assets at quoted prices.
Any security Aegon issues in significant volume may be issued at higher financing costs if funding conditions are impaired. The necessity to issue securities can be driven by a variety of factors; for instance, Aegon may need liquidity for operating expenses, debt servicing, and the maintenance of capital levels of insurance subsidiaries. If impaired funding conditions were to persist, Aegon may need to sell assets substantially below the prices at which they are currently recorded to meet its insurance obligations.
Aegon makes use of bilateral and syndicated credit facilities to support liquidity requirements and meet payment obligations under adverse (market) conditions. An inability to access these credit facilities, for example due to non-compliance with conditions for borrowing or the default of a facility provider under stressed market circumstances, could have an adverse effect on Aegon’s ability to meet liquidity needs and to comply with contractual and other requirements.
Aegon’s derivatives transactions require Aegon to provide collateral against declines in the fair value of these contracts. Volatile financial markets may significantly increase requirements to provide collateral and adversely affect its liquidity position. Further, a downgrade of Aegon’s credit ratings may also result in additional collateral requirements.
Credit risks, valuation declines, and defaults in investment portfolios or counterparty failures may materially affect business performance, cash flows, and financial condition.
Credit risk is the risk of loss resulting from the default by, or failure to meet contractual obligations of, issuers and counterparties. Aegon also considers credit risk to include spread risk, that is, a decline in the value of a bond due to a general widening of credit spreads. For general account products, Aegon typically bears the risk for investment performance equaling the return of principal and interest on fixed income instruments. Aegon is exposed to credit risk on its general account fixed-income portfolio (debt securities, mortgages, consumer loans, and private placements), over-the-counter (“OTC”) derivatives, and reinsurance contracts. In addition, financial institutions acting as a counterparty on derivatives may not fulfill their obligations.
In addition, Aegon is indirectly exposed to credit risk on the investment portfolios underlying separate account liabilities. Changes to credit risk can decrease the value of fixed interest assets in the separate accounts. Reduced separate account values will decrease fee income and may impact the CSM and, therefore, impact future earnings. In addition, certain separate account products sold in the US include guarantees that protect policyholders against some or all the downside risks in their separate account portfolios. Revision of assumptions might also affect the CSM and, therefore, future earnings. These factors may have a material adverse effect on Aegon’s profitability and financial position.
Aegon’s investment portfolio holds government bonds, including US Treasury, agency and state bonds, other government-issued securities, and corporate bonds. Especially in a weak economic environment, Aegon may incur significant investment impairments due to defaults and overall declines in the capital markets. Defaults or other reductions in the value of these securities and loans may have a material adverse effect on Aegon’s businesses, profitability, cash flows, and financial condition.
Equity market declines may negatively impact profitability, shareholders’ equity, product sales, and the value of assets under management.
Aegon runs the risk that the market value of equity investments can decline. Exposure to equity markets exists in both assets and liabilities. Asset exposure exists through direct equity investment, where Aegon bears all or most of the volatility in returns and investment performance risk. Equity market exposure is also present in policyholders’ accounts for insurance and investment contracts (such as variable annuities, unit-linked products, and mutual funds) where funds are invested in equities. Although most of the risk remains with the policyholder, guarantees within certain products may transfer some or all of this risk to Aegon. Lower investment returns also reduce the asset management and administration fee that Aegon earns on the asset balance in these products, and prolonged investment under-performance may cause existing customers to withdraw funds and potential customers not to grant investment mandates.
Some of Aegon’s insurance and investment contract businesses have minimum return or accumulation guarantees, which require Aegon to establish reserves to fund these future guaranteed benefits when equity market returns do not meet these guarantee levels. Aegon’s reported results under IFRS are also impacted if certain insurance and/or investment contracts become onerous, which decreases the reported net result. Volatile or poor market conditions may also significantly reduce the demand for some of Aegon’s savings and investment products, which may lead to lower sales and reduced profitability.
Real estate market downturns may negatively affect valuations and cash flows.
Aegon has exposure to the real estate market in the US through commercial mortgage loans. Aegon also has indirect exposure to the residential real estate market in the Netherlands through its shareholding in a.s.r. via the AMVEST funds and residential mortgages. Risks for Aegon in the US and indirectly in the Netherlands in the event of a downturn in the real estate market include lower returns or valuation losses on its mortgage portfolio, lower real estate valuations, lower margins due to higher prepayment in the mortgage portfolio in the event of lower interest rates and increased payment defaults.
Default of a major financial institution and systemic risks may disrupt markets and operations.
The failure of a sufficiently large and influential financial market participant may disrupt securities markets or clearing and settlement systems in Aegon’s markets. This may cause market declines or volatility. Such a failure may lead to a chain of defaults that may adversely affect Aegon and Aegon’s contract counterparties. In addition, such a failure may impact future product sales as a potential result of reduced confidence in the insurance industry. The default of one or more large international financial institutions, which may result in disruption or termination of their cash, custodial, and/or administrative services, may also have a material adverse impact on Aegon’s ability to run effective treasury and asset management operations.
Even the perceived lack of creditworthiness of a government or financial institution (or a default by any such entity) may lead to market-wide liquidity problems and losses or defaults. This risk is sometimes referred to as ‘systemic risk’ and may adversely affect financial intermediaries, such as clearing members or futures commissions merchants, clearing houses, banks, securities firms, and exchanges with which Aegon interacts on a daily basis, and the financial instruments of governments in which Aegon invests. Systemic risk could have a material adverse effect on Aegon’s ability to raise new funds and on its business, financial condition, profitability, liquidity, and/or prospects.
Reinsurers, to whom risk has been ceded, may fail to meet their obligations.
Aegon’s insurance subsidiaries cede risks to reinsurance companies under various agreements that cover individual risks, group risks, or defined blocks of business, on a co-insurance, yearly renewable term, excess, or catastrophe excess basis. The purpose of these reinsurance agreements is to spread the risk and offset the effect of losses. The amount of each risk retained depends on an evaluation of the specific risk, which is subject, in certain circumstances, to maximum limits based on the characteristics of coverage. Under the terms of the reinsurance agreements, the reinsurer agrees to reimburse for the ceded amount in the event a covered claim is paid. However, Aegon’s insurance subsidiaries remain liable to their policyholders for ceded insurance if any reinsurer fails to meet the obligations assumed by it. A bankruptcy, insolvency, or inability of any of Aegon’s reinsurance counterparties to satisfy its obligations may have a material adverse effect on Aegon’s financial conditions and results of operations.
A credit rating downgrade may increase policy surrenders and withdrawals, adversely affect distributor relationships, and negatively affect operating results.
Aegon has experienced downgrades and negative changes to its outlook in the past and may experience rating and outlook changes in the future. A rating downgrade (or a change in outlook indicating the potential for such a downgrade) of Aegon or any of its rated insurance subsidiaries may, among other things, materially increase the number of policy surrenders and withdrawals by policyholders of cash values from their policies. A downgrade or potential downgrade, including changes in outlook, may also result in higher funding costs on future long-term debt funding transactions and/or affect the availability of funding in the capital markets and lead to increased fees on credit facilities. In addition, a downgrade may adversely affect relationships with broker-dealers, banks, agents, wholesalers, and other distributors of Aegon’s products and services, which may negatively impact new sales and adversely affect Aegon’s ability to compete. A downgrade of Aegon’s credit ratings may also affect its ability to obtain reinsurance contracts at reasonable prices or at all.
Currency exchange rate fluctuations may affect financial condition and reported results.
As an international group, Aegon is subject to foreign currency translation risk. At a local level, assets allocated to equity are kept in local currencies to the extent shareholders’ equity is required to satisfy regulatory and Aegon’s self-imposed capital requirements. Therefore, currency exchange rate fluctuations may affect the level of Aegon’s consolidated shareholders’ equity as a result of the translation of the equity of Aegon’s subsidiaries into euros, Aegon’s reporting currency. Foreign currency exposure also exists when policies are denominated in currencies other than Aegon’s functional currency.
To the extent Aegon’s measures to mitigate currency risks, including hedges, capital base balancing and asset matching are not perfectly matching, Aegon’s net result and shareholders’ equity may fluctuate. As Aegon has significant business segments in the Americas and in the UK, the principal sources of exposure from currency fluctuations are from the differences between the US dollar and the euro and between the UK pound and the euro. Aegon may experience significant changes in net result and shareholders’ equity because of these fluctuations.
Asset-liability management risks may not be effectively mitigated through derivatives.
Aegon is exposed to changes in the fair value of its investments, as a result of the impact of interest rate, equity markets and credit spread changes, currency fluctuations, and changes in mortality and longevity. Aegon uses common financial derivative instruments, such as swaps, options, futures, and forward contracts, to hedge some of the exposures related to both investments backing insurance products and its own borrowings. Aegon may not be able to manage these asset liability management risks associated with these activities successfully through the use of derivatives. In addition, a counterparty may fail to honor the terms of its derivatives contracts with Aegon. In addition, clearing members and clearing houses may terminate their derivatives contracts with Aegon. Aegon’s inability to manage risks successfully through derivatives, a counterparty’s failure to honor Aegon’s obligations, or a systemic risk that is transmitted from counterparty to counterparty may each have a material adverse effect on Aegon’s businesses, net result, and financial condition.
Unexpected investment valuation changes and impairments may adversely affect net results and financial condition.
The valuation of many of Aegon’s financial instruments is based on subjective methodologies, estimations, and assumptions. Changes to investment valuations may have a material adverse effect on Aegon’s net result and financial condition. In addition, the determination of the amount of allowances and impairments taken on certain investments and other assets is subjective and based on assumptions, estimations and judgments that may not reflect or correspond to Aegon’s actual experience, any of which may materially impact Aegon’s net result or financial condition.
Underwriting risks
Differences between actual claims experience and underwriting or reserve assumptions may impact reported results and financial condition.
Aegon faces risks if its product pricing assumptions are inaccurate, affecting earnings and insurance liability provisions. Earnings depend on how actual claims align with pricing assumptions and the adequacy of technical provisions under IFRS and statutory reporting. Less favorable claims than expected can reduce net results, and sustained unfavorable claims may necessitate revising assumptions, increasing liability provisions, and impacting solvency ratios. Additionally, under IFRS17, the Contractual Service Margin (CSM) reflects expected future profits. If profitability assumptions like future claims or expenses are unmet, then assumptions may need updated and the CSM may change, affecting future profitability and if the CSM turns negative potentially triggering losses through onerous contracts. This scenario could materially affect Aegon’s operations and financial condition.
Underwriting risks include policyholder behavior, such as lapses; biometric risks, such as mortality and morbidity; and expenses. These factors shape technical provisions, and deviations can impact earnings positively or negatively. Increased policy lapses may lead to unrecovered upfront sales costs despite charges. Embedded policy options could result in losses depending on lapse scenarios. Term life and accident insurance profitability may decline with rising mortality or morbidity rates, while annuity and long-term care products face longevity risks, with increased mortality impacting profitability. Also part of underwriting risks are the future expenses from servicing the existing insurance contracts. If these expenses turn out higher than what was reserved for, that will also negatively affect profitability.
Inadequate pricing of products with guarantees may negatively affect results, liquidity, and financial condition. Some Aegon variable annuity products in the US offer guarantees like death benefits and minimum surrender values to protect policyholders from equity market downturns and interest rate drops. These guarantees’ value depends on market movements and interest rates. If Aegon does not adjust pricing after interest rate declines or market volatility, it could result in losses and increased loss-making business if competitors reprice their products. Conversely, if competitors adopt aggressive pricing, Aegon may feel pressured to adjust pricing unfavorably. These situations could negatively impact Aegon’s operations, financial condition, or liquidity.
Restrictions on underwriting criteria and data usage may negatively affect operational results.
Certain jurisdictions implement regulations that limit specific underwriting criteria, including geographic location (zip/postal code) or the use of genetic test results, in determining premiums and benefits for insurance products. These regulations, whether currently in place or introduced in the future, may have a negative impact on Aegon’s performance or operations if it is restricted from considering certain factors that are relevant to assessing risk. Additionally, advancements in underwriting practices, such as automation and the incorporation of diverse data types and sources, could also be influenced by future regulatory changes related to privacy and the use of personal information.
Products may underperform customer’s return expectations, and exposure to litigation or negative publicity may arise.
Aegon may face lawsuits from customers and experience negative publicity if Aegon’s products fail to perform as expected, regardless of the suitability of products for customers or the adequacy of the disclosure provided to customers by Aegon and by the intermediaries who distribute Aegon’s products. Products that are less well understood and that have a lower performance track record may be more likely to be the subject of such lawsuits. Any such lawsuits, court judgments, or regulatory fines may have a material adverse effect on Aegon’s results of operations, corporate reputation, and financial condition.
Reinsurance may be unavailable, unaffordable, or insufficient to protect against losses.
As part of Aegon’s overall risk and capital management strategy, Aegon purchases reinsurance for certain risks underwritten by Aegon’s various business segments. Market conditions beyond Aegon’s control determine the availability and cost of the reinsurance protection Aegon purchases. In addition, interpretations of terms and conditions may differ over time from anticipated coverage as contracts extend for decades, potentially leading to denials of coverage and protracted litigation, which could result in Aegon incurring losses.
Catastrophic events may cause material losses and significantly disrupt business operations.
Aegon’s operations and financial condition can be significantly impacted by both natural and man-made disasters, such as hurricanes, earthquakes, terrorism, cybercrime, wars, and pandemics. The effects of climate change are contributing to more extreme and frequent weather patterns, increasing unpredictability and risk exposure. Catastrophic events may lead to higher mortality rates in affected regions, reduced sales, and increased policy lapses. These events can result in substantial financial losses and adverse market movements, affecting investment prices and credit quality. Additionally, related financial market movements and monetary policy measures from central banks can cause interest rate fluctuations. Catastrophic events may disrupt Aegon’s operations, causing property loss, loss of key personnel, and compromising client information. Ineffective business continuity plans may lead to further disruption, damaging Aegon’s corporate reputation and financial health.
Operational risks
Market share and profitability may be adversely affected by competitive factors.
Aegon operates in a highly competitive environment where success depends on a combination of, among other things, service quality, product features, pricing, commission structures, financial strength, claims-paying ability, ratings, and brand recognition. The company faces competition not only from traditional insurers but also from banks, broker-dealers, asset managers, and other non-insurance financial services providers.
Industry consolidation continues to reshape the competitive landscape, enabling some firms to expand their product offerings, strengthen distribution networks, and improve access to capital. Additionally, new entrants – particularly those backed by private equity – are exerting further pressure on margins. The rise of alternative distribution models, including digital platforms powered by artificial intelligence, machine learning, and blockchain, is accelerating this trend and challenging traditional sales channels.
These dynamics may lead to increased pricing pressure and reduced profitability as competitors seek to gain or defend market share. Aegon’s ability to respond effectively may be constrained by market conditions, regulatory developments, or internal limitations. Furthermore, adverse economic environments can alter the competitive landscape, creating both risks and opportunities. Financial distress among peers may lead to acquisition opportunities, while government interventions or regulatory changes could shift market dynamics. In such conditions, Aegon’s and its competitors’ ability to adapt may significantly influence relative performance, market share, and long-term profitability.
Business and financial conditions may be adversely affected by unsuccessful acquisitions, divestitures, or major reorganizations.
Aegon’s strategic initiatives may involve acquiring new businesses, divesting existing operations, or undertaking significant reorganizations to optimize its portfolio and enhance long-term value. These activities carry execution risks that could adversely affect Aegon’s financial condition, operational performance, and strategic flexibility. Acquisitions may divert financial and managerial resources from core operations and present challenges in integrating systems, personnel, and customer relationships. Similarly, divestments and major reorganizations such as the relocation or consolidation of key operational functions may prove complex or uneconomical, particularly when assets or capabilities are deeply embedded within the organization.
Such transformations can result in the loss of key employees or clients, disruption of institutional knowledge, and the need to rapidly establish new capabilities in unfamiliar environments. They may also lead to delays in execution and expose the company to litigation, tax liabilities, or impairment of goodwill and other intangible assets. Expansion into new or emerging markets may also introduce heightened political, legal, and regulatory risks, including nationalization, discriminatory regulation, and currency controls.
Furthermore, acquisitions may increase leverage or dilute shareholder value if financed through equity, while divestments or reorganizations may leave Aegon with residual liabilities or fail to meet timing or pricing expectations. There is no guarantee that suitable acquisition targets, buyers, or restructuring opportunities will be identified, or that transactions will be completed on favorable terms.
Business and financial conditions may be adversely affected by difficulties in distributing and marketing products through current and future channels.
Aegon’s ability to effectively distribute and market its products depends, amongst others, on the stability and performance of its distribution channels. Disruption in key distribution relationships - whether due to adverse business developments, strategic shifts, or partner consolidation - could impair Aegon’s market reach and sales performance. Changes in partner business models or the emergence of new distribution platforms may also reduce the effectiveness of Aegon’s existing channels.
When products are distributed through unaffiliated firms, Aegon has limited control over how those products are marketed and sold. Inappropriate sales practices or misaligned customer targeting by third-party distributors could result in reputational damage and regulatory consequences, despite Aegon’s compliance training and oversight programs.
In North America, a significant portion of Aegon’s distribution relies on independent licensed life insurance agents. This model is inherently subject to high turnover, particularly among part-time agents, and its success depends on our ability to attract, train, and retain a large, motivated sales force. Competitive pressures, regulatory requirements, and the challenges of selling insurance products as independent contractors can hinder recruitment and retention. These risks may be further amplified where large groups of agents are concentrated within a small number of organizations and with the reliance on aging technology.
The structure of Aegon’s contracts and relationships with agents have been the subject to recent legal and regulatory challenges. These challenges, along with any future regulatory developments and changes, could adversely affect the effectiveness and stability of Aegon’s distribution channels. In addition, negative public attention toward similar business models may also heighten reputational and regulatory risks, which may further impact agent recruitment and Aegon’s overall regulatory exposure. Collectively, these factors pose a risk to Aegon’s ability to maintain effective distribution and achieve its growth objectives, and thereby adversely affect our business, results of operations or financial condition.
Slow adoption of emerging technologies may limit competitiveness and operational efficiency.
The insurance industry continues to undergo significant transformation driven by emerging technologies. These include, but are not limited to, artificial intelligence (including Generative AI and Small Language Models (SLMs), cloud computing, data analytics, and distributed ledger technologies). These innovations are reshaping the distribution and sales of insurance as well as the management of insurance businesses, accelerating digitalization, elevating customer expectations, and intensifying competition from both traditional players and new market entrants.
The role of AI is expanding, enabling more personalized customer interactions, faster claims processing, and improved decision-making. Quantum computing, though still emerging, holds long-term implications for revolutionizing data analysis and risk modeling. At the same time, cybersecurity is becoming even more critical as insurers manage increasing volumes of sensitive data and navigate complex landscapes. Aegon may not be able to swiftly, effectively, and securely adapt and integrate emerging technologies, negatively impacting its competitive position and profitability and adversely affecting its future financial condition and operational results.
Unsuccessful management of climate risk exposure may affect investment portfolios, operational resilience, and long-term financial performance.
Aegon may not successfully manage its exposure to climate-related risks, potentially impacting its investment portfolios and broader business operations. Climate change presents significant uncertainty in terms of timing, scope, and severity, and encompasses both physical risks and transition risks.
Physical risks include acute events (for example floods, hurricanes) and chronic changes (for example rising sea levels, sustained temperature increases). These may affect Aegon through higher mortality rates, increased credit losses, and broader economic disruptions that influence investment performance and interest rates.
Transition risks arise from the shift to a low-carbon economy and include regulatory, policy, market, and technological changes. These may affect asset values and stakeholder perceptions, particularly if Aegon is seen as not meeting evolving sustainability expectations or targets.
Both types of risk may lead to litigation, reputational damage, and financial losses. Efforts to mitigate these risks may be costly and not always effective.
Given the long-term and uncertain nature of climate change, it may adversely affect Aegon’s business, financial condition, and results of operations.
Gaps in risk management policies and processes may expose operations to unforeseen events, affecting performance and financial condition.
Aegon has invested considerable resources in developing and maintaining a robust enterprise risk management framework. However, despite these efforts, there remains a possibility that risks inherent in its business strategies and operations may not be fully identified, assessed, managed, or monitored. Risk assessments often rely on historical data, which may be incomplete or not reflective of future conditions. Consequently, unforeseen or unidentified risk events could negatively impact Aegon’s business performance, operational results, and overall financial position.
Disruptive events may undermine the resilience of business services and IT systems, leading to service interruptions, higher costs, and reputational harm.
The frequency and severity of disruptions are increasing, and reliance on technology and a complex network of third parties is expanding. Aegon’s ability to prevent, adapt to, respond to, recover from, and learn from operational disruptions is intrinsically connected to the robustness of its business processes and IT infrastructure. The growing threat of simultaneous and complex disruptions within interconnected supply chains underscores the need for agile and adaptable systems. To remain resilient, Aegon must continue investing in the modernization of its technology landscape, ensuring that systems are not only maintained but also enhanced to meet evolving demands. This includes addressing the risks posed by aging infrastructure and legacy technologies, which can hinder responsiveness and scalability. Furthermore, the financial stability and operational reliability of third-party suppliers are essential components of Aegon’s broader resilience strategy. Despite continued efforts in areas like Business Continuity, Disaster Recovery, and Crisis Management, no system can be considered entirely resistant to disruptions that could significantly impact Aegon’s operations, financial performance, and corporate reputation.
Evolving cybersecurity threats and security breaches, whether originating internally or from critical third parties, has the potential to interrupt business operations, compromise organizational reputation, and negatively impact financial outcomes.
Aegon depends heavily on both internal and third-party IT infrastructure and systems to securely store, process, transmit, and dispose of confidential data including personal, financial, strategic, and proprietary information. This reliance extends to interactions with customers, partners, government agencies, and third-party (cloud) service providers, expanding Aegon’s potential attack surface. Cyber threats including those from malicious insiders, cybercriminals, and state-sponsored actors pose significant risks. These threats can lead to litigation (including class actions), regulatory scrutiny, fines, operational disruption, financial losses, reputational damage, and customer attrition.
The rise of generative AI and large language models has enabled more sophisticated cyberattacks, such as advanced phishing and malware. The commoditization of cybercrime, including ransomware-as-a-service, has broadened access to powerful tools, increasing both the frequency and complexity of attacks. Modern ransomware tactics now include double and triple extortion, significantly raising the stakes. Aegon could fail to keep pace with the swift current of technological change and could fail to implement adequate controls. Legacy systems, burdened with inherent vulnerabilities, compound the challenge.
In addition to the risk of malicious outside forces, Aegon must also guard against internal risks such as human error, software bugs, unauthorized access, and insufficient automation or monitoring. These issues can lead to improper data exposure or delayed detection of breaches. The company’s reliance on third-party systems introduces additional vulnerabilities, as these partners may not maintain adequate cybersecurity measures or adapt quickly to evolving threats.
As a global financial institution, Aegon and its partners are likely to remain targets of unpredictable and increasingly sophisticated cyberattacks. Attackers are using tools designed to bypass controls, evade detection, and obscure forensic evidence. Without continued investment in security infrastructure and technology, response capabilities, and strategic execution, Aegon may struggle to detect, contain, or remediate incidents effectively and may suffer material adverse consequences. While cyber liability insurance is part of Aegon’s risk management strategy, it may not fully cover potential losses.
In 2025, Aegon and certain of its third-party providers experienced various security incidents, including, but not limited to, social engineering attacks (like phishing), DDoS attacks, advanced persistent threats, technology implementation and update errors, third-party incidents and breaches, various human errors, and exploitations of vulnerabilities. For example, one third-party vendor in the US suffered a security breach, which required regulatory notifications to the Office for Civil Rights and certain state regulators. Consumer notifications were sent out by the third party. Our third parties also have been subject to social engineering attacks, one of which impacted our third-party cloud-based application which is used internally for client management. While to date we do not believe any of these incidents have had a material impact on Aegon, there is no guarantee that the measures that Aegon and its third-party service providers take will be sufficient to stop all types of attacks or mitigate all types of information security risks.
Actual or perceived data privacy non-compliance or security breaches may disrupt operations, harm reputation, and impact financial performance.
Various government and administrative bodies have established numerous rules protecting the privacy and security of personal and sensitive information held by Aegon. Notably, Aegon’s businesses are subject to laws and regulations enacted by US federal and state governments, the European Union (EU), the UK, and other jurisdictions. Aegon’s EU and UK operations are mainly governed by the EU GDPR and UK GDPR. Additionally, several Asian and Latin American jurisdictions have enacted or updated privacy and information security laws and regulations. In the US, the New York Department of Financial Services (NYDFS), pursuant to its cybersecurity regulation, requires financial institutions regulated by the NYDFS, including certain Aegon subsidiaries, to, among other things, satisfy an extensive set of minimum information security requirements, including but not limited to governance, management, reporting, policy, technology, and control requirements. Other states have adopted similar, cybersecurity laws and regulations as New York. In November 2023, NYDFS amended its Part 500 Cybersecurity Rules (the Amendment) to adopt heightened information security requirements in relation to cybersecurity governance, cybersecurity risk assessments, incident reporting, and other requirements that apply to Aegon’s operations and will require further implementation efforts for Aegon. The timeline to comply with the Amendment reflects a phased approach, which began on December 1, 2023 and ended on November 1, 2025. Transamerica has met the compliance deadlines to date.
Numerous other US state and federal laws also impose various information security and privacy related obligations with respect to various Aegon subsidiaries operating in the US, including but not limited to the Gramm-Leach-Bliley Act and related state laws and implementing regulations (GLBA), the California Consumer Privacy Act (CCPA), and the Health Insurance Portability and Accountability Act (HIPAA), among many others. These laws generally provide for governmental investigative and enforcement authority, and in certain cases provide for private rights of action.
Legislators and regulators overseeing Aegon’s businesses are increasingly enacting enhanced information security and data privacy laws and regulations. The scope and number of these laws continue to grow annually. Additionally, Aegon’s businesses face contractual restrictions regarding the use and handling of sensitive information from clients and business partners.
Aegon, employees, third-party providers, and business partners routinely process personal information of consumers and employees. To protect this data, Aegon relies on numerous processes and controls. However, there is a risk of inappropriate disclosure or misuse of personal or confidential information, either intentionally or unintentionally, by employees, contractors, third-party providers, or systems. Unauthorized information security attacks could also occur. Failure to maintain adequate controls or comply with relevant laws and regulations could lead to data misappropriation, disrupted operations, reputational damage, increased regulatory scrutiny, civil or criminal penalties, or litigation. These issues could materially affect Aegon’s business, financial condition, and operations.
Aegon analyzes personal and customer data to manage its business, adhering to applicable laws and regulations. Additional regulatory restrictions on data use may be imposed, and recent years have seen increased privacy and information security obligations from various governments. Failure or a perceived failure to comply with these obligations relating to the privacy, security and processing of information could result in legal claims or proceedings (including class actions), regulatory investigations or enforcement actions, and could significantly impact Aegon’s business, financial condition, and operations.
Model inaccuracies or differing interpretations of underlying methodologies, assumptions applied in models, or model estimates may materially affect business performance, financial condition, and operating results. Aegon uses econometric, financial, and actuarial models to measure and manage multiple types of risk, in order to price products and to establish and assess key valuations and report financial results. All these functions are critical to Aegon’s operations. Aegon has a model risk management framework in place to manage modeling risk. If, despite this framework, models, their underlying methodologies, assumptions and estimates, or their implementation and monitoring prove to be inaccurate, this could have a material adverse effect on Aegon’s business, results of operations, and financial condition.
Errors or limitations in quantitative models used in investment products may result in client losses, regulatory actions, or litigation.
Aegon’s business units may utilize quantitative models, algorithms, calculations (whether proprietary or supplied by third parties) (models), information, or data supplied by third parties (data) for the management of, or to assist in the management of, investment products offered to clients. Examples of such investment products include volatility-controlled funds, mutual funds, separately managed accounts, and other types of advisory accounts. models and data are used to construct sets of transactions and investments, to provide risk management insights, and may be used to assist in hedging investments. If models and data prove to be incorrect or incomplete, any decisions made, in whole or part, in reliance thereon expose the investment product to additional risks. Similarly, any hedging based on faulty models and data may prove to be unsuccessful. The applicable investment product bears the risk that models or data used will not be successful, and the product may not achieve its investment objective.
Models can be predictive in nature. The use of predictive models has inherent risks. For example, such models may incorrectly forecast future behavior, leading to potential losses on a cash flow and/or a mark-to-market basis. In addition, in unforeseen or certain low-probability scenarios (often involving a market disruption of some kind), such models may produce unexpected results, which can result in losses for an investment product. Furthermore, the success of relying on or otherwise using models depends on a number of factors, including the validity, accuracy and completeness of the model’s development, implementation and maintenance, the model’s assumptions, factors, algorithms and methodologies, and the accuracy and reliability of the supplied historical or other data.
Models rely on, among other things, correct and complete data inputs. If incorrect data is entered into even a well-founded model, the resulting information will be incorrect. However, even if data is input correctly, model prices may differ substantially from market prices, especially for securities with complex characteristics. Investments selected with the use of models may perform differently than expected as a result of the design of the model, inputs into the model, or other factors.
In addition, if investment products offered by Aegon’s affiliates experience model errors or use erroneous data, this could result in regulatory actions and/or litigation brought against Aegon and/or its affiliates.
Bankruptcy, service disruptions, or poor performance by third-party providers or their subcontractors may adversely affect operational effectiveness and financial condition.
As part of its strategy to reduce operational expenses, Aegon has outsourced certain information technology, business processes, finance and actuarial services, investment management, and policy administration services that are important to its business. This trend may continue. However, if Aegon’s outsourcing strategy is ineffective, or if third-party providers and their subcontractors fail to deliver essential services due to performance issues, noncompliance with legal or regulatory requirements, or data security breaches, Aegon may not achieve the intended operational efficiencies or cost savings, and may incur additional costs to transfer the outsourced services to a different service provider or bring the service in-house. This could also result in reduced service quality for customers.
In such cases, Aegon may struggle to secure suitable alternative providers, potentially leading to financial losses, reputational damage, operational setbacks, increased costs, and customer attrition. Importantly, Aegon remains accountable to its policyholders and customers, regardless of outsourcing arrangements. Failures by third-party providers may expose Aegon to liability and litigation, which could be costly, time-consuming, and reputationally damaging – even if the company ultimately prevails.
Additionally, reliance on providers based in other countries introduces further risks, including political instability, cultural differences, and varying regulatory environments, all of which could disrupt Aegon’s ability to operate effectively.
Challenges in attracting, retaining or motivating key personnel, especially in competitive talent markets or during organizational change, may impact strategic objectives.
As a global financial services provider, Aegon’s success heavily depends on its ability to attract and retain highly qualified professionals across the diverse markets in which it operates. The availability of skilled talent in critical roles is essential for delivering on strategic objectives. However, competition for talent – particularly in areas such as digital services and information technology – is intense, with Aegon competing not only with financial institutions but also with companies in the consumer and technology sectors.
Aegon’s ability to remain competitive in the talent market is influenced by the attractiveness of its compensation and benefits, workplace flexibility, organizational culture, and alignment of company values with those of current and prospective employees. If these factors are perceived as less favorable than those offered by peers or other industries, Aegon may face challenges in hiring and retaining staff, potentially leading to knowledge loss and operational disruption.
Furthermore, strategic initiatives such as acquisitions, divestitures or reorganizations may impact employee morale, disrupt company culture, and hinder efforts to retain or motivate key personnel. A lack of effective social dialogue – whether real or perceived – can also negatively affect the work environment, productivity, and Aegon’s reputation.
Political, regulatory and supervisory risks
Any further requirements to increase Aegon’s technical provisions and/or hold more regulatory capital may impact Aegon’s financial condition and/or decrease Aegon’s returns on its products.
Prudential regulatory requirements, such as requirements with respect to the calculation of technical provisions, capital requirements, the eligibility of own funds, and the regulatory treatment of investments may change. Such requirements apply not only to individual entities in the Aegon group, but may additionally apply at the Group level or to part of the Aegon group. Such changes could require Aegon to increase technical provisions, hold higher amounts of regulatory capital, and subject it to more stringent requirements with respect to investments and/or own funds, and could result in increased risk management costs and reporting costs. Important examples include changes to applicable capital requirements by the Bermuda Monetary Authority (BMA), as Group supervisor, or as local regulator, or the European Union and/or the interpretation thereof by the European Insurance and Occupational Pensions Authority (EIOPA), the National Association of Insurance Commissioners (NAIC) in the US or US state regulators, Prudential Regulatory Authority (PRA) in the UK, or other local regulators in jurisdictions in which Aegon operates. Aegon cannot predict specific proposals that might be adopted, or what impact, if any, such proposals or, if enacted, such laws may have on its businesses, results of operations, or financial condition. Furthermore, any such proposals or laws may have different, and more or less impact, depending on their scope and the entities to which they apply.
The way such requirements are applied to groups like Aegon has an impact on the Aegon group’s capital position, as well as on the availability of capital at a group level. Changes to prudential regulatory requirements may have an impact on Aegon’s competitive position versus companies that are not subject to these or similar requirements at a group level. As an example, Aegon’s group solvency ratio and surplus under the Bermuda solvency framework will be broadly in line with that under the Solvency II Regime during a transition period until the end of 2027. This includes the method to translate Transamerica’s capital position into the group solvency position. Changes to this methodology, including the transition to the Bermuda solvency framework or, post redomiciliation, to the US capital framework, might have an impact on Aegon’s capital position.
There are several important regulatory standards with respect to capital adequacy that apply to Aegon and are subject to change, which changes could impact Aegon’s financial condition and results. A description of the applicable regulatory regimes, the Group supervision approach, the Group solvency approach, and Aegon’s designation as an IAIG are included in the Regulation and Supervision section of this Annual Report.
In addition to requirements imposed by regulatory and/or supervisory authorities and changes to them, rating agencies may incorporate higher capital thresholds into their quantitative analyses, thus requiring additional capital for Aegon Ltd. and/or its regulated subsidiaries to maintain their desired credit ratings. The application of these capital standards and changes thereto could adversely affect Aegon’s ability to compete with other insurers that are not subject to those capital requirements. These requirements may also lead Aegon to engage in transactions that affect capital and constrain Aegon’s ability to pay dividends or repurchase its own shares. Furthermore, such requirements may constrain Aegon’s ability to provide guarantees and may increase the cost to Aegon of offering certain products, resulting in price increases, discontinuance of offering of certain products or reducing the amount of risk Aegon takes on. Aegon may also consider structural and other business alternatives in light of requirements or standards applicable with respect to entities or activities associated with systemic risk. The impact of these alternatives on shareholders cannot be predicted.
Political or regional developments, instability or unrest may adversely affect international business operations and financial condition.
Political developments, instability or unrest in countries or regions where Aegon operates may negatively impact the company’s international business activities and financial condition. Developments such as foreign investment restrictions, barriers to capital transfers, civil unrest, geopolitical tensions, or military conflicts, as well as elections that significantly alter political landscapes, can introduce uncertainty and risk.
Additionally, the imposition of tariffs, sanctions, or other trade barriers, along with evolving legal and regulatory requirements related to investment, employment, migration, and global supply chains, may adversely affect Aegon’s operations. These risks could lead to business disruptions in affected regions, increased costs to serve customers, and challenges in executing strategic transactions, ultimately impacting Aegon’s financial results, condition, and liquidity.
Changes in accounting standards may impact reported results and shareholders’ equity.
Aegon’s consolidated financial statements are prepared and presented in accordance with IFRS. On December 10, 2025, Aegon announced its intention to relocate its head office to the United States and transition from IFRS to US GAAP. Changes in these accounting standards, including the adoption of US GAAP, may have a significant impact on the level and volatility of Aegon’s reported results of operations, financial condition, shareholders’ equity, and dividend.
Local statutes, regulators, and decisions of supervisory and other authorities may limit the ability of Aegon’s subsidiaries and participations to pay dividends to Aegon Ltd., thereby limiting Aegon’s ability to make payments on debt obligations and operating expenses.
As a holding company, Aegon’s most significant assets are the stock of its subsidiaries. Aegon’s ability to make payments on debt obligations and pay operating expenses are dependent on the receipt of dividends from subsidiaries and participations in various jurisdictions, in particular, but not limited to the US, the Netherlands, and the UK. Many of these entities are subject to regulatory restrictions that can limit the payment of dividends. In addition, local regulators in the countries where Aegon operates, supervisory authorities and other authorities (such as the BMA, EIOPA or the European Systemic Risk Board) may decide to impose or advise on further restrictions to dividend payments, or discourage such payments, specifically in exceptional and unpredictable economic circumstances. This may adversely affect Aegon’s ability to satisfy its debt obligations or pay its operating expenses.
Risks of application of intervention measures may adversely affect Aegon’s business, results of operations and financial condition.
Bermuda’s Insurance Act 1978 has been amended to give the BMA powers to make rules for recovery planning pursuant to which the BMA published the Insurance Prudential Standards Recovery Plan Rules 2024. These rules aim to ensure that insurers prepare for a range of possible adverse situations ahead of any severe stress condition. These rules came into operation on 1 May 2025. The BMA plans to publicly consult on the design and implementation of an insurance resolution regime in line with the standards of the International Association of Insurance Supervisors (IAIS). The Dutch Act on Recovery & Resolution for Insurers (“R&R Act”) allows the Dutch Central Bank (DNB) to intervene in situations where a Dutch insurer or reinsurer is faced with financial difficulties. The powers under the R&R Act may also extend to the level of a group to which a Dutch insurer belongs, and to entities, in addition to insurance or reinsurance entities in the Netherlands, which are part of that group, such as a.s.r.
In addition, the R&R Act allows DNB to require a Dutch insurance or reinsurance company or a group to remove, ex ante, material impediments to effect resolution of a Dutch insurance or reinsurance undertaking (such as the revision of financing arrangements, the reduction of exposures, the transfer of assets, the termination or limitation of business activities, or the prohibition on starting certain business activities, changing the legal or operational structure of its group, or securing certain critical business lines). Further, when the stability of the financial system is threatened by the condition of a financial institution, such as a.s.r., the Dutch Minister of Finance may intervene immediately, which measures may include the right to expropriate assets of the financial institution or securities and/or other financial instruments issued by or with the cooperation of the financial institution. The application of any of the foregoing measures, or any anticipated application thereof, in respect of a.s.r. may materially and adversely impact the performance of a.s.r. and the value of Aegon’s participation in a.s.r.
In January 2025, the EU Insurance Recovery and Resolution Directive (IRRD) entered into force. The IRRD introduces minimum standards for insurance recovery and resolution frameworks in EU member states, such as the Dutch R&R Act, and will apply to EU insurance and reinsurance companies that are subject to Solvency II. The IRRD provides these authorities with similar resolution and intervention tools to apply. The consequence of the IRRD is that in addition to a.s.r., Aegon’s insurance subsidiaries and joint ventures in Spain and Portugal become subject to the EU recovery and resolution framework from January 2027 onwards. The exercise of any resolution action by national resolution authorities in relation to its businesses in Spain and Portugal, may adversely affect the value of those businesses.
Legal and Compliance
Legal proceedings, arbitration outcomes, or regulatory actions may negatively impact business operations and financial results.
Aegon faces significant risks of litigation as well as regulatory exams, investigations, and actions relating to its and its subsidiaries’ businesses. Aegon is also subject to compliance with laws and regulations applicable to it as a corporate entity.
Aegon and its affiliated regulated entities are routinely the subject of litigation, including purported class actions, investigation and regulatory activity by various governmental and enforcement authorities, individual claimants, policyholder advocate groups and third parties in the jurisdictions in which Aegon does or did business, including the US, the Netherlands, and the UK. These actions may involve issues including, but not limited to, employment or distribution relationships; operational and internal controls and processes; investment returns; sales practices; claims payments and practices; transparency and adequacy of product disclosures, including regarding costs; environmental and climate change related matters; competition and antitrust matters; data privacy; information security; and intellectual property.
Aegon entities are subject to anti-money laundering laws and regulations, and these require Aegon to develop and implement customer identification and risk-based anti-money laundering programs, report suspicious activity, and maintain certain records. Further, Aegon entities are required to adhere to certain economic and trade sanctions programs, including EU, US, UK, and UN programs, that prohibit or restrict transactions with suspected persons, governments, and, in certain circumstances, geographies. In addition, Aegon entities are subject to anti-corruption and bribery laws and regulations.
Government and regulatory investigations may result in the institution of administrative, injunctive, or other proceedings and/ or the imposition of monetary fines, penalties and/or disgorgement as well as other remedies, sanctions, damages and restitutionary amounts. Regulators, policyholder advocate groups, parties to litigation and other third parties may also seek changes to the way Aegon operates. Aegon subsidiaries are routinely subject to inquiries, litigation, and investigations by regulators and have agreed to pay fines, in some cases substantial, or to modify business practices in connection with those matters.
Failure to implement robust and effective risk management and respective controls in relation to anti-money laundering and anti-corruption and bribery, and other business conduct, could result in regulatory scrutiny, enforcement proceedings, sanctions, penalties, or damages to Aegon’s reputation. which could have a material adverse effect on Aegon’s businesses, financial condition and result of operations.
Customers of certain of Aegon’s products bear significant investment risks with respect to those products which are affected by fluctuations in equity markets as well as interest rate movements. When investment returns disappoint, are volatile, or change due to changes in the market or other relevant conditions, customers may threaten or bring litigation against Aegon.
The existence of potential claims may remain unknown for long periods of time after the events giving rise to such claims. Determining the likelihood of exposure to Aegon and the extent of any such exposure may not be possible for long periods of time after Aegon becomes aware of such potential claims. Litigation exposure as well may develop and fluctuate over long periods of time; once litigation is initiated, it may be protracted and subject to multiple levels of appeal, which can lead to significant costs of defense, distraction, and other constraints.
In some jurisdictions, plaintiffs may seek recovery of very large or indeterminate amounts under enhanced liability legal theories or claims of bad faith, which can result in tort, punitive and/or statutory damages. Damages alleged may not be quantifiable or supportable or may have no relationship to economic losses or final awards. As a result, Aegon cannot predict the effect of litigation, investigations or other actions on its business, financial conditions and results of operation.
US-based Aegon subsidiaries have faced, and may from time to time continue to face, employment-related lawsuits from time to time, alleging that the subsidiaries mischaracterized agents as independent contractors instead of employees. Claims like this against US-based subsidiaries could result in significant settlements or judgments and could necessitate a change in the distribution model, which would be costly and could have a material impact on the financial results for that part of the US business. Separately, we may also be subject to litigation regarding our marketing practices or related regulations, which may likewise require us to incur significant costs or revise any practices in question.
There is also a continued risk of climate-related litigation. For example, plaintiffs have brought litigation against a variety of companies alleging that their actions have contributed to the increase of greenhouse gas emissions and resultant physical climate impacts. While Aegon is not currently subject to any such litigation, certain company practices have been criticized by certain NGOs, including NGOs which have previously successfully brought climate litigation against Dutch companies. While Aegon has engaged with NGOs to reduce the risk of litigation, it cannot guarantee that these engagements will be successful.
There can be no assurances that these matters will not ultimately result in a material adverse effect on Aegon’s business, results of operations, competitive position, reputation, and financial condition. For additional information on material proceedings in which Aegon is involved reference is made to the consolidated financial statements, note 39 Commitments and contingencies of Aegon’s Annual Report 2025.
Changes in government regulations in the jurisdictions in which Aegon operates may affect profitability and operating models.
Aegon’s regulated businesses, such as insurance and asset management, are subject to comprehensive regulation and supervision. The primary purpose of such regulation is to protect clients of these regulated businesses (for example, policyholders), rather than holders of Aegon shares, capital securities and/or debt instruments. Changes in existing laws and regulations and the interpretation of these laws and regulations by courts or regulators may affect the way in which Aegon conducts its businesses, including its relationship with distributors of its products and other third parties and the structure of its relationship with employees. These changes may be open to interpretation and evolution through judicial and enforcement action. Such changes may also affect the profitability of its businesses and the products it offers. In addition, the laws or regulations adopted or amended from time to time may impose greater restrictions on Aegon’s financial flexibility and operations or may result in higher costs. Such laws or regulations may relate to topics including but not limited to financial and accounting requirements; licensing of companies and agents to conduct business; products, including policy forms and premium rates; holding company matters that regulate transactions between regulated entities and other subsidiaries and affiliates; information security, data privacy, transfer, storage, and usage requirements; modeling and other actuarial requirements and standards; and investments, reserves, and financial management. In addition, laws and regulations in one state or country could be conflicting or inconsistent with similar laws and regulations in another state or country, leading to challenges where Aegon is doing business in both.
Regulatory changes may include measures that are addressed specifically to larger and internationally active groups. ComFrame, which was adopted in November 2019 by the IAIS, establishes minimum supervisory standards and guidance on the effective group-wide supervision of IAIGs and builds on the IAIS Insurance Core Principles (a set of principles that is applicable to all insurers). Therefore, IAIGs may be subject to additional standards that other insurers or other insurance groups are not subject to. Aegon’s designation as IAIG may evolve over time as its transformation continues.
The implementation of ComFrame and the holistic framework, as well as other requirements aimed to address macro-prudential concerns or concerns related to its capacity as an internationally active group, may cause Aegon to engage in transactions that affect capital or constrain Aegon’s ability to pay dividends or repurchase its own shares. Furthermore, such requirements may constrain Aegon’s ability to provide guarantees and increase the cost to Aegon of offering certain products resulting in price increases, leading to the discontinuance of offering of certain products or reducing the amount of risk Aegon takes on. Aegon may consider structural and other business alternatives in light of requirements or standards applicable with respect to systemic entities or activities, of which the impact on shareholders cannot be predicted.
During the transition period to the Bermuda solvency requirements, Aegon’s EU insurance subsidiaries remain subject to the Solvency II framework, while Aegon at Group level is partially subject to the Solvency II framework. Impacts of amendments to the Solvency II directive would be principally felt in the Group’s EU subsidiaries, with second order impacts on Group in line with their materiality to the Group.
Regulations and regulatory developments that impose new, heightened, conflicting or differing standards of care or restrictions on broker-dealers, insurance agents, or advisers, could have a material impact on annuity sales and, as applicable, life insurance sales.
Changes in pension and employee benefit regulation, social security regulation, financial services regulation, taxation and the regulation of securities products and transactions, and the regulation of employee workplace standards may adversely affect Aegon’s ability to sell new policies or claims exposure on existing policies.
A further increase of state-run retirement programs for private-sector employees in the US could directly compete with private-market retirement plans. State-run retirement programs have expanded rapidly.
In general, changes in laws and regulations may materially increase Aegon’s direct and indirect compliance costs and other ongoing business expenses and may have a material adverse effect on Aegon’s businesses, financial condition, or results of operations.
Aegon may not be able to comply fully with, or obtain appropriate exemptions from, the wide variety of laws and regulations applicable to its businesses and legal entities. Failure to comply with or to obtain appropriate exemptions under any applicable laws and regulations may result in restrictions on Aegon’s ability to do business in one or more of the jurisdictions in which Aegon operates and may result in fines and other sanctions, which may have a material adverse effect on Aegon’s businesses, financial condition or results of operations.
Evolving scrutiny of and attention to sustainability matters may lead to reputational or financial risk related to stakeholder sustainability expectations.
Across all industries, including financial services, stakeholders have diverging expectations with regard to climate, human capital, and other sustainability practices of companies. In addition, new legislation and standards are being introduced by governments, regulators, NGOs, and other third parties, which reflect these diverging perspectives. Any failure to successfully address such matters may lead to increased costs, litigation, and other forms of activism, enforcement actions, or other challenges for our business.
In this dynamic and rapidly evolving landscape, Aegon may face challenges due to the pace of change or from balancing the divergent nature of stakeholder expectations. This may impact its reputation, products and sales, as well as its activities and investments, including long-term investments. Compliance with both regulations and publicly stated goals may come with substantial costs, including in connection with sustainability-related disclosures or other requirements. There is also a risk of activism or litigation by stakeholders with divergent views on sustainability matters, particularly for our investment management business. This may impact our attractiveness to investors or our ability to recruit and retain customers and employees.
While we obtain limited assurance on our EU CSRD-related disclosures, errors or misstatements in our sustainability disclosures, some of which are voluntary, may result in litigation or reputational risk. Additionally, sustainability information often relies on data, assumptions, and methodologies that are uncertain or continue to evolve, both of which may increase the risk of deviation from stakeholder expectations.
Aegon has adopted sustainability goals, targets, and metrics, including in relation to climate change, inclusion and other sustainability matters. However, such initiatives may result in costs or become subject to conditions that are outside its control, and the company cannot guarantee their actual results. If Aegon cannot meet these goals fully or on time, or if it is perceived to have not sufficiently addressed sustainability matters, the company may face reputational damage, litigation, or unexpected costs.
Tax risks may have a material adverse effect on Aegon’s businesses, profits, capital position, and financial condition.
Tax risks are risks associated with an organization’s tax practices that may negatively impact its objectives or cause financial or reputational harm. Most tax risks relate to Aegon’s products and its businesses, and they come in various forms.
One risk is legislative change, including changes in tax laws, interpretations, jurisprudence, or new taxes. Examples include changes to tax rates, loss carry-over rules, and customer taxation. Aegon’s insurance products often offer tax benefits, such as deferred taxation on earnings. However, lawmakers have periodically proposed changes that could reduce these advantages, potentially affecting product appeal and sales.
Another risk is non-compliance with tax regulations due to inaccurate, incomplete, or late reporting or late payment of taxes. This can lead to higher tax charges, penalties, and interest. Poor reporting may also result in financial statements that misrepresent tax positions.
Finally, Aegon also faces reputational risk from perceived aggressive tax practices. Such perceptions could harm its reputation and negatively impact its business. Overall, tax risks pose a serious threat to Aegon’s business performance, profitability, capital position, and financial condition.
Aegon’s domiciliation in Bermuda may complicate the service of process or enforcement of judgments against the company or its directors and officers in the US.
Aegon is incorporated under the laws of Bermuda, and the rights of its shareholders will be governed by Bermuda law and its memorandum of continuance and bye-laws. In addition, certain Aegon Directors and officers reside outside the US. Aegon has been advised by Bermuda counsel that there is no treaty in force between the US and Bermuda providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters. As a result, it may be difficult for investors to effect service of process on those persons in the US or to enforce in the US judgments obtained in US courts against us or those persons based on the civil liability provisions of the US securities laws. It is doubtful whether courts in Bermuda will enforce judgments obtained in other jurisdictions, including the US, against Aegon or its Directors or officers under the securities laws of those jurisdictions or entertain actions in Bermuda against Aegon or its Directors or officers under the securities laws of other jurisdictions. In addition to and irrespective of jurisdictional issues, the Bermuda courts will not enforce a US federal securities law that is either penal or contrary to public policy in Bermuda. It is the advice of our Bermuda counsel that an action brought pursuant to a public or penal law, the purpose of which is the enforcement of a sanction, power, or right at the instance of the state in its sovereign capacity, will not be entertained by a Bermuda court. Certain remedies available under the laws of US jurisdictions, including certain remedies under US federal securities laws, would not be available under Bermuda law or enforceable in a Bermuda court, as they would be contrary to Bermuda public policy. Further, no claim may be brought in Bermuda against Aegon or its Directors and officers in the first instance for violation of US federal securities laws because these laws have no extraterritorial jurisdiction under Bermuda law and do not have force of law in Bermuda. A Bermuda court may, however, impose civil liability on Aegon or its Directors and officers if the facts alleged in a complaint constitute or give rise to a cause of action under Bermuda law.
Intellectual property may be difficult to protect and vulnerable to infringement claims.
Aegon relies on a combination of contractual rights with third parties and copyright, trademark, patent, and trade secret laws to establish and protect Aegon’s intellectual property. Third parties may infringe on or misappropriate Aegon’s intellectual property, and it is possible that third parties may claim that Aegon has infringed on or misappropriated their intellectual property rights. Any resulting proceedings in which Aegon would have to enforce and protect its intellectual property or defend itself against a claim of infringement of a third party’s intellectual property may require significant effort and resources and may not prove successful. As a result of any proceeding in which Aegon would have to enforce and protect its intellectual property, Aegon may lose intellectual property protection, which may have a material adverse effect on Aegon’s businesses,
results of operations, financial condition, and Aegon’s ability to compete and pursue future business opportunities. As a result of any proceeding in which Aegon would have to defend itself against a claim of infringement of a third party’s intellectual property, Aegon may be required to pay substantial costs to defend itself or, if unsuccessful, pay damages and/or be subject to injunctive relief, which may have a material adverse effect on Aegon’s businesses, results of operations and financial condition.
Risks relating to Aegon’s common shares
The company’s share price may be volatile and decline unexpectedly, limiting resale value.
The price at which Aegon’s common shares trade is influenced by many factors, some of which are specific to Aegon. For example, Aegon may decide to offer additional common shares in the future, e.g., to strengthen Aegon’s capital position in response to regulatory changes or to support an acquisition.
Other factors could be related to the insurance industry and equity markets in general. As a result of these factors, investors may not be able to resell their common shares at or above the price paid for them. In particular, the following factors, in addition to other risk factors described in this section, may have a potential material impact on the market price of Aegon’s common shares:
Vereniging Aegon, with potential significant voting power, may influence corporate decisions.
Vereniging Aegon holds 32.6% of Aegon’s voting shares. For details on the shareholding of Vereniging Aegon, its developments, the 1983 Amended Merger Agreement, and the Voting Rights Agreement, please refer to the Major shareholders section of this Annual Report.
Following the 1983 Amended Merger Agreement between Aegon Ltd. and Vereniging Aegon, Vereniging Aegon has a call option on common shares B, which Vereniging Aegon may exercise to keep or restore its total stake at 32.6%, irrespective of the circumstances that cause the total shareholding to be or become lower than 32.6%.
Under Bermuda law and Aegon’s bye-laws, common shares and common shares B offer equal full voting rights, as they have equal nominal values (EUR 0.12). The financial rights attached to a common share B are 1/40 of the financial rights attached to a common share. The Voting Rights Agreement between Aegon Ltd. and Vereniging Aegon ensures that under normal circumstances, that is, except in the event of a Special Cause, Vereniging Aegon will no longer be able to exercise more votes than is proportionate to the financial rights represented by its shares. This means that in the absence of a Special Cause, Vereniging Aegon will cast one vote for every common share it holds and one vote only for every 40 common shares B. It is at the sole discretion of Vereniging Aegon to determine if a Special Cause has occurred. A Special Cause includes the acquisition of a 15% interest in Aegon Ltd., a tender offer for Aegon Ltd. shares or a proposed business combination by any person or group or persons, whether individually or as a group, other than in a transaction approved by the CEO and Board of Directors. In the event of a Special Cause, Vereniging Aegon’s voting rights will increase to 32.6% for up to six months. Consequently, Vereniging Aegon may have significant influence on the outcome of corporate actions requiring shareholder approval.
Currency fluctuations may affect trading prices of common shares and cash distribution values.
Since Aegon’s common shares listed on Euronext Amsterdam are quoted in euros and Aegon’s common shares listed on NYSE are quoted in US dollars, fluctuations in exchange rates between the euro and the US dollar may affect the value of Aegon’s common shares. In addition, Aegon declares cash dividends in euros, but pays cash dividends, if any, on Aegon’s New York registry shares in US dollars based on an exchange rate set on the business day following the shareholder meeting approving the dividend. As a result, fluctuations in exchange rates may affect the US dollar value of any cash dividends paid.
The company’s convertible securities may influence the market price of common shares.
In April 2019, Aegon issued EUR 500 million Perpetual Contingent Convertible Securities (PCCS). Upon the occurrence of a conversion trigger event the PCCS will be converted into common shares of the Company at the prevailing conversion price. A conversion trigger event shall occur if at any time: 1) the amount of eligible own funds items eligible to cover the Solvency Capital Requirement is equal to or less than 75% of the Solvency Capital Requirement; 2) the amount of own fund items eligible to cover the Minimum Capital Requirement is equal to or less than the Minimum Capital Requirement; 3) in the case that Minimum Capital Requirement is an event, such event occurs; or 4) a breach of the Solvency Capital Requirement has occurred, and such breach has not been remedied within a period of three months from the date on which the breach was first observed. The conversion price was set at EUR 2.994 per common share and will be adjusted upon the occurrence of dilutive events like stock splits, extraordinary dividends or stock dividends, rights issues, and others. A reduction of the conversion price will result in an increase in the number of common shares to be issued. The conversion triggers are based on the applicable Capital Adequacy Regulations. Under the Bermuda solvency framework specifically, the Enhanced Capital Requirement is comparable to the equivalent of the Solvency Capital Requirement and the Minimum Solvency Margin is comparable to equivalent to the Minimum Capital Requirement.
The PCCS and other convertible securities may influence the market for Aegon’s common shares. For example, the price of Aegon’s common shares may become more volatile and may be depressed by the issue of common shares upon conversion of the PCCS and/or any convertible securities or by the acceleration by investors of any convertible securities (or other such securities) that Aegon may have issued. Negative price developments may also result from hedging or arbitrage trading activity by holders of such convertible securities that may develop involving such convertible securities (or other such securities) and Aegon’s common shares. Any such developments may negatively affect the value of Aegon’s common shares.
Risk relating to our redomiciliation and relocation of our headquarters
There can be no assurance that the redomiciliation will happen or that we will realize the benefits we expect from a change in domicile.
On December 10, 2025, Aegon announced an intention to redomicile to the United States in order to accelerate our growth as a leading US life insurance and retirement group. We will not change our domicile unless we obtain all applicable legal and regulatory approvals and authorizations and we are in a position to comply with our legal obligations in our new jurisdiction of incorporation. Among other things, a change in domicile must be approved by simple majority in a meeting of shareholders in which at least one third (1/3) of the issued shares entitled to vote at such meeting is present or represented. There can be no assurances that any or all of those requirements will be satisfied.
If any regulator or supervisor would assert that regulatory approval is required for the implementation of the redomiciliation and such approval is not forthcoming, or if the outcome of the appointment of a new group supervisor by the College of Supervisors is different than the assumption used by Aegon as part of the redomiciliation project, this may delay or, ultimately, prevent the implementation of the redomiciliation.
Even if the supervisors are satisfied and we do change our domicile, there can be no assurance that we will achieve any or all of the anticipated benefits of the change in domicile. For example, the change in regulatory regime as a result of the redomiciliation involves uncertainty as to the implications at the level of individual regulated subsidiaries, whereby Aegon’s regulated entities may be subject to additional requirements in accordance with the relevant jurisdiction’s local regulatory framework.
The redomiciliation and the relocation of our headquarters is a complex, long-term project with significant retention of personnel and execution risks, in connection with which we will incur substantial costs, which may exceed budgeted amounts, whether or not the change occurs.
We expect to incur significant costs in connection with seeking to change our domicile and location of our headquarters, including the preparation of audited US GAAP financial statements, and other financial, consulting, auditing, legal, tax and other professional costs regardless of whether we ultimately change our domicile and location of our headquarters.
The project’s complexity and long-term nature present high levels of uncertainty, significant resource demands, considerable opportunity costs, risk of retention of personnel, and elevated project execution risks. When managing a long-term project (2-3 years), risk of retention of personnel and execution risks are elevated due to the extended timeline, evolving business, legal and regulatory environments, and other uncertainties which may result in budget overruns or the proposed change not being achieved on the timeline or in the manner expected, or at all.
We expect certain costs of doing business to increase after we change our domicile and location of our headquarters.
We will need to hire and train personnel familiar with legal and regulatory requirements that do not currently apply to us in connection with the change of our domicile and headquarters. We currently qualify as a foreign private issuer by the Securities and Exchange Commission, which among other things entitles us to comply with home country requirements instead of the requirements that apply to domestic US issuers. If the redomiciliation is completed, we will lose our foreign private issuer status, which will require us to comply with the Exchange Act’s domestic reporting regime. The regulatory and compliance costs to us under US securities laws to comply with the reporting requirements applicable to a US domestic issuer will likely be higher than the costs we have historically incurred as a foreign private issuer. As a foreign private issuer, we also currently benefit from certain procedural requirements in connection with class action litigation in US courts that will no longer apply after we change our domicile. As a result, we expect that the relocation to the United States and / or loss of foreign private issuer status will increase our legal and financial compliance and other costs.
In addition, if the redomiciliation is completed, we may need to compensate certain holders of perpetual securities for US federal withholding taxes imposed on payments by us to the holders of such securities.
Our business may be negatively impacted by the change in domicile and relocation of our headquarters.
We currently expect the process of changing our domicile, if it occurs, to take approximately two years although there can be no assurances that it will not take longer. During that time the demands on employees and management associated with the change in domicile and headquarters may have an impact on our ability to manage our operating businesses. The extended period between announcement and change may result in attrition risk, personnel leaving, loss of expertise or in increased costs to incentivize personnel to stay through the change in domicile and location of our headquarters. For more on risk of retention of personnel, refer to the Operational Risk risk factor titled “Challenges in attracting, retaining or motivating key personnel, especially in competitive talent markets or during organizational change, may impact strategic objectives”.
The change in accounting regime may create execution risks and impact the timeliness and accuracy of our financial reporting.
As part of the redomiciliation project, we will transition from IFRS to US GAAP, which requires significant changes to our accounting policies, systems, data processes, and internal controls. The complexity of this transition introduces risks related to timely and accurate financial reporting, including the potential for errors, misstatements, or audit findings during the implementation period. After the redomiciliation, we may not meet the US GAAP reporting timeline required of a US domestic issuer, which could increase compliance costs, divert management attention, or adversely affect our financial reporting, regulatory obligations, or stakeholder confidence.
The change in tax residency may increase our effective tax rate and compliance burden, and could limit future redomiciliation outside the US.
If the redomiciliation is completed, Aegon would become a US corporation and a US tax resident for US federal income tax purposes. As a US tax resident, Aegon would be subject to the federal tax laws of the United States, which are complex, and include rules requiring current inclusion in income of earnings of certain foreign affiliates, along with other complex rules applicable to US-parented multinational groups.
Although Aegon does not currently expect the redomiciliation to increase its effective tax rate, there is a risk that Aegon’s effective tax rate may nonetheless increase in connection with the redomiciliation. Moreover, Aegon may incur one-time tax costs in connection with the redomiciliation, which could impact its effective tax rate on a temporary basis. In addition, although Aegon does not currently intend to redomicile outside of the United States following the completion of the redomiciliation, US tax laws could significantly limit Aegon’s ability to redomicile outside of the United States in the event Aegon determined that such a redomiciliation would be a prudent business decision in the future.
Changes in US tax laws or in other facts and circumstances prior to or after the redomiciliation may raise additional tax considerations for Aegon that may alter the above.
Redomiciliation may result in adverse tax consequences to holders of Aegon common shares.
If the redomiciliation is completed, Aegon would become a US corporation and US tax resident for US federal income tax purposes. Holders of Aegon common shares at the time of the redomiciliation may experience adverse tax consequences as a result of the redomiciliation. For example, US holders may recognize taxable income or gain as a result of the redomiciliation without the receipt of cash with which to pay such taxes. Additionally, non-US holders will generally be subject to a 30% (or reduced rate under an applicable income tax treaty) on distributions made by Aegon following the redomiciliation. Changes in US tax laws or in other facts and circumstances prior to or after the redomiciliation may raise additional tax and non-tax considerations for holders of Aegon common shares that may alter the above. Holders of Aegon common shares should consult their own tax advisor regarding the tax consequences to them if the redomiciliation is completed.
Disclosure pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012
Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 requires Aegon to disclose whether Aegon Ltd. or any of its affiliates have knowingly engaged during the calendar year in certain activities, transactions or dealings relating to Iran or with designated natural persons or entities sanctioned under programs relating to terrorism or the proliferation of weapons of mass destruction.
In the United Kingdom (UK), Aegon maintained a limited number of plans that are reportable under Section 219. All subsidiaries of Aegon Ltd. operate in compliance with applicable laws and regulations of the jurisdictions where they conduct business.
Aegon UK has five UK resident customers who each have one active Individual Pension Plan (IPP). One of these customers received contributions into their plan in 2025 as an employee of a UK-based British registered charity that appears on the Specially Designated Nationals (SDN) List with the identifier Specially Designated Global Terrorist (SDGT); the charity made contributions to the pension. Four of these customers historically received contributions into their plans as employees of the same entity prior to 2025 and Aegon now considers these four customers are no longer employed by the entity. Aegon does not hold a direct relationship with this charity, the customers are not SDNs; the charity does not own, benefit from, or have control over the pensions. All payments have been paid in UK Pounds from a UK bank account.
The pensions are managed in line with applicable legislation and regulations in the UK and the charity is not subject to sanctions in the UK or the European Union (EU). The relationships are under close ongoing review. The values shown below are as at December 31, 2025.
IPP #1 has a value of GBP 503,077. Monthly contributions of GBP 527.91 are being received.
IPP #2 has a value of GBP 14,242. No contributions are being received.
IPP #3 has a value of GBP 99,346. No contributions are being received.
IPP #4 has a value of GBP 23,603. No contributions are being received.
IPP #5 has a value of GBP 25,048. No contributions are being received.
The related annual net profit arising from these contracts is difficult to calculate with precision but is approximately GBP 19,959.
Transamerica Life Bermuda (TLB) had an existing customer with a life insurance policy who was subsequently added to the SDN list under the IRAN-EO13902 program. Consequently, the policy was blocked, and all required disclosures were made to OFAC. The account holds a value of USD 33,928 as at December 31, 2025.No contributions are being received.
Aegon Ltd. is not aware of any other activity, transaction or dealing by itself or any of its affiliates during the fiscal year that is disclosable in this report under Section 13(r) of the Exchange Act. As of the date of this report, Aegon Ltd. does not anticipate any disclosable activities, transactions, or dealings to occur during the fiscal year ending March 31, 2026, except as described above.
Aegon owns 5 offices located in Cedar Rapids, Iowa with a total square footage of 0.6 million. Aegon also leases space for various offices located throughout the United States under long-term leases with a total square footage of 0.4 million. Aegon’s principal offices are located in Baltimore, MD; Cedar Rapids, IA; Chicago, IL; Denver, CO; Harrison, NY; Knoxville, TN; and Philadelphia, PA.
In Canada, Aegon leases space for various offices under long-term leases with a total square footage of 17.4 thousand. Aegon’s principal offices are located in Toronto, ON.
In 2025, Aegon moved its headquarters to Schiphol, the Netherlands. Aegon leases space at WTC Schiphol Airport under a long-term lease with a total square footage of 7.4 thousand. Also, Aegon leases office space in Hungary (Budapest) and Bermuda (Hamilton) under long-term leases. Aegon Spain owns some commercial offices while its headquarters and some other commercial offices are leased under long-term leases. Other offices in the United Kingdom are long-term leases. Aegon believes that its properties are adequate to meet its current needs.
See note 23 Other assets and receivables and note 35 Other liabilities of the Notes to the consolidated financial statements for more details.
A break-down of the number of employees by segments is provided in note 5 Segment information of the Notes to the consolidated financial statements of this Annual Report.
After the divestment of Aegon Nederland N.V., the remaining employees in the Netherlands are employed by a new entity named Aegon Employees Netherlands B.V. All its employees, excluding senior management, are covered by the collective labor agreement that has a duration up to and including December 31, 2026. The European Works Council is consulted on decisions that affect employees in multiple European Economic Area countries.
Under Dutch law, members of the Works Council responsible for Aegon in the Netherlands are elected by the employees of Aegon Employees Netherlands B.V.
See note 13 Other operating expenses of the Notes to the consolidated financial statements of this Annual Report for details on employee expenses.
Aegon aims to pay out a sustainable dividend to allow equity investors to share in Aegon’s performance, which can grow over time if Aegon’s performance so allows. Aegon’s plans for returning capital to shareholders are based on: the actual and expected capital position of its operating units, the expected levels of capital generation and free cash flow, and the expected allocation of capital to invest in Aegon’s strategy and in the quality of its balance sheet.
Capital remittances from Aegon’s local units
After investment in new business to generate organic growth, the expected capital generation in Aegon’s operating units is available for distribution to the Company, while maintaining a capital and liquidity position in the operating units in line with Aegon’s capital management and liquidity risk policies in addition to adhering to local regulatory and statutory requirements and restrictions. Prior to any remittances, an assessment has to be performed.
Capital return to shareholders
Aegon uses cash flows from its operating units to pay unallocated holding expenses, including funding costs. The remaining cash flow is available to execute Aegon’s strategy and to fund dividends on its shares, subject to maintaining the Company’s capital and liquidity in line with its capital management and liquidity risk policies. Aegon takes into account the applicable laws, the actual and expected capital positions of its operating units, Cash Capital at Holding balances, leverage ratios and strategic considerations when declaring or proposing dividends on common shares. Depending on circumstances, future prospects and other considerations, Aegon’s Board of Directors has discretion to deviate from the aforementioned capital and liquidity measures. While Aegon uses dividend as the primary means to distribute capital to Aegon’s shareholders, share buy-back programs are also recognized as an appropriate means to return capital. If Aegon decides to distribute (interim) dividends, it is Aegon’s intention to pay these dividends in cash. However, Aegon’s Board of Directors will have the discretion to make dividend payments solely in stock or offer the holder of common shares a choice between cash or stock dividends, if appropriate under the prevailing circumstances. In connection with dividends that are paid out in cash Aegon’s corporate website will publish if and where Dividend Reinvestment Programmes (“DRIP”) are available. Aegon pays cash dividends on shares of New York registry in US dollars through Citibank, N.A., Aegon’s NYSE paying agent, based on the foreign exchange rate one business day before the US-ex dividend day. For dividends, which holders may elect to receive in either cash or in stock, the value of the stock alternative may differ from the value of the cash option. The value of shares distributed as stock dividend may be repurchased in the market in order to undo the dilution caused by the distribution of dividend in stock.
Governance
Under Bermuda law and Aegon’s Bye-laws, the Board of Directors may, before declaring any dividend, set aside such sums as it thinks proper as reserves which shall, at the discretion of the Board of Directors, be applicable for any purpose of Aegon.
Aegon may make one or more dividend distributions to the holders of common shares. The decision to declare an interim dividend is at the full discretion of Aegon’s Board of Directors. The Board of Directors determines the dividend payment date and the dividend record date for the common shares and also determines the currency or currencies in which the dividends are paid. Under normal circumstances, Aegon expects to declare a final dividend at the Annual General Meeting of Shareholders and to propose an interim dividend when announcing its first half-year results. Depending on circumstances, future prospects and other considerations, Aegon’s Board of Directors may choose to deviate from this approach. There is no requirement or assurance that Aegon will declare and pay any dividends.
Aegon Ltd. is a Bermuda exempted company with liability limited by shares, having its registered office in Hamilton, Bermuda. Aegon has its principal place of business and headquarters in The Hague, The Netherlands. Aegon is registered in the Bermuda Registrar of Companies under number 202302830 and in the Dutch trade register under number 27076669. Certain provisions of Aegon’s current Bye-Laws are discussed below.
Objects and purposes
Provisions related to Directors
For information with respect to provisions related to the Board of Directors, refer to the Corporate governance section.
Description of Aegon’s capital stock
Aegon has two types of shares: common shares (par value EUR 0.12) and common shares B (par value EUR 0.12).
Common characteristics of the common shares and common shares B
Differences between common shares and common shares B
Actions necessary to change the rights of shareholders
To change the right of shareholders the Bye-Laws and/ or the Memorandum of Continuance need to be amended. The Board of Directors resolves on an amendment of the Bye-Laws and the Memorandum of Continuance. In order for such amendment to take effect, it must be approved by the General Meeting of Shareholders. Under Bermuda law, shareholders who, alone or jointly, represent at least 20% of Aegon’s paid-up share capital or any class thereof have the right to, within 21 days after a resolution to amend the Memorandum of Continuation has been adopted by the General Meeting of Shareholders, apply to the Supreme Court of Bermuda for an annulment of such amendment of the Memorandum of Continuation, other than an amendment which alters or reduces Aegon’s share capital as provided in Bermuda law. No application may be made by Shareholders voting in favor of the amendment.
Furthermore, a resolution of the General Meeting of Shareholders to amend the Bye-Laws which alters or abrogates the rights attributable to holders of a specific class shall be subject to the approval of the meeting of holders of such class.
Conditions under which meetings are held
A General Meeting of Shareholders must be convened at least 30 days (excluding the day on which the notice is given or served, or deemed to be given or served) prior to the day of the General Meeting of Shareholders and shall be called by way of a press release and publication on the website. The notice shall specify the place, day and time of the meeting, the record date, means of electronic communication, if any, and the agenda of the meeting. General Meetings of Shareholders will be convened by the Board of Directors. Shareholders representing at least ten per cent (10%) of the paid-up share capital may request a General Meeting of Shareholders. Shareholders representing at least one per cent (1%) of the issued capital or one hundred (100) or more shareholders jointly may request one or more items to be added to the agenda of a General Meeting of Shareholders. Such a request must be received by Aegon not less than six (6) weeks before the General Meeting of Shareholders. Matters that are not reserved for, or do not require a resolution of the General Meeting of Shareholders pursuant to the Bye-Laws or Bermuda law, may only be included as a non-voting discussion item that shall be non-binding to the Company and the Board of Directors unless otherwise and at its sole discretion determined by the Board of Directors. The agenda is also sent to shareholders registered with the Company Register. New York Registry shareholders or their brokers receive a proxy solicitation notice.
The record date is used to determine shareholders’ entitlements with regard to their participation and voting rights in a General Meeting of Shareholders. The record date may be determined by the Board of Directors and may not be more than sixty (60) days before or later than twenty (20) business days before the date fixed for the General Meeting of Shareholders.
Limitation on the right to own securities
There are no limitations, either under the laws of Bermuda or in Aegon’s Bye-Laws on the rights of non-residents of Bermuda to hold or vote Aegon common shares or common shares B.
Provisions that would have the effect of delaying a change of control
The General Meeting of Shareholders appoints the members of the Board of Directors. If the appointment of a member of the Board of Directors is proposed by the Board of Directors, the General Meeting of Shareholders resolution requires a simple majority of the votes cast, while otherwise, the resolution requires a two-thirds majority of the votes cast, which majority must represent more than half of the issued share capital. Members of the Board of Directors will be appointed for a term of not more than four years. If the removal or suspension of a member of the Board of Directors is proposed by the Board of Directors, the General Meeting resolution requires a simple majority of the votes cast, while otherwise, the resolution requires a two-thirds majority of the votes cast, which majority must represent more than half of the issued share capital.
In the event a Special Cause occurs (such as but not limited to the acquisition of 15% of Aegon’s voting shares, a tender offer for Aegon’s shares or a proposed business combination by any person or group of persons, whether individually or as a group, other than in a transaction approved by Board of Directors), Vereniging Aegon will be entitled to exercise its full voting rights of one vote per each common share B for up to six months per Special Cause, thus increasing its current voting rights to
32.6%.
Threshold above which shareholder ownership must be disclosed
There are no such provisions in the Bye-Laws. Aegon is listed in the Netherlands and Dutch law applies to its listing. Dutch law requires public disclosure with the Dutch Authority for Financial Markets (AFM) with respect to the ownership of listed shares when the following thresholds are met: 3%, 5%, 10%, 15%, 20%, 25%, 30%, 40%, 50%, 60%, 75% and 95%.
Material differences between Bermuda law and US company law with respect to the items above
Reference is made to the paragraph ‘Differences between Bermuda and US company laws’ included in the section Differences between Bermuda and US company laws of this Annual Report.
Special conditions governing changes in the capital
There are no conditions more stringent than what is required by law.
Bermuda company law differs in certain material respects from US law.
Amendment of the constitutional documents
The Board resolves on the amendment of the Bye-Laws and the Memorandum of Association. In order for such amendment to take effect, it must be approved by the General Meeting. Under Bermuda law, shareholders who, alone or jointly, represent at least 20% of Aegon Ltd.’s paid-up share capital or any class thereof have the right to, within 21 days after a resolution to amend the Memorandum of Association has been adopted by the General Meeting, apply to the Supreme Court of Bermuda for an annulment of such amendment of the Memorandum of Association, other than an amendment which alters or reduces Aegon Ltd.’s share capital as provided in Bermuda law. No application may be made by shareholders voting in favor of the amendment.
The corporation law of many US states require that, unless a greater percentage is provided for in the certificate of incorporation, a majority of the outstanding stock entitled to vote is required to approve the amendment of the certificate of incorporation at the stockholders’ meeting. Additionally, the corporation law of many US states provide that holders of a majority of the voting power of a corporation and, if so provided in the certificate of incorporation, the Directors of the corporation, have the power to adopt, amend and repeal the Bye-Laws of a corporation.
Calling of Special Shareholders Meetings
See Corporate governance for a discussion of the procedures related to calling of special shareholders meetings under our Bye-Laws and Bermuda law.
The corporation laws of many US states permit the Board of Directors or any person who is authorized under a corporation’s certificate of incorporation or by-laws to call a special meeting of shareholders.
There are no material contracts to report for the two years immediately preceding the publication of this Annual Report on Form 20-F 2025.
Under the Bermuda Exchange Control Act 1972 and the Bermuda Exchange Control Regulations 1973, the specific permission of the Bermuda Monetary Authority is required for all issues and transfers of securities of Bermuda companies to persons who are non-resident, other than in cases where general permission has been given. General permission can be given where a Bermuda company has equity securities listed on an appointed stock exchange.
The Bermuda Monetary Authority has issued its general permission to Aegon Ltd. As a result of the listing of Aegon Ltd.’s shares on Euronext Amsterdam and the New York Stock Exchange, it can rely on this general permission. This means that Aegon does not need to apply for specific permission for the issue or transfer of its shares, to pay dividends or distribute capital, open and maintain bank accounts in any currency or to acquire assets or meet its liabilities.
This section describes certain US Federal income tax consequences to beneficial holders of common shares that are held as capital assets, including certain Dutch withholding tax considerations. This section does not address all US Federal income tax matters that may be relevant to a particular holder. Each investor should consult their tax advisor with respect to the tax consequences of an investment in the common shares. This section does not address tax considerations for holders of common shares subject to special tax rules including, without limitation, the following:
Further, this section does not address alternative minimum tax consequences or the indirect effects on the holders of equity interests in a holder of common shares. This section also does not describe any tax consequences arising under the laws of any taxation jurisdiction other than the Federal income tax laws of the US Federal government.
This section is based on the US Internal Revenue Code of 1986, as amended, US Treasury regulations and judicial and administrative interpretations, in each case as in effect and available on the date of this Annual Report. All of the foregoing is subject to change, which change could apply retroactively and could affect the tax consequences described below.
For the purposes of this section, a ‘US holder’ is a beneficial owner of common shares that is, for US Federal income tax purposes:
A non-US holder is a beneficial owner of common shares that is neither a US holder nor an entity treated as a partnership for US federal income tax purposes.
If an entity treated as a partnership for US Federal income tax purposes holds common shares, the tax treatment of a partner in the partnership will depend on the status of the partner, the activities of the partnership and certain determinations made at the partner level. Accordingly, partnerships holding common shares and the partners in such partnerships should consult their tax advisors regarding the US Federal income tax consequences to them.
Dutch dividend withholding tax rate
Aegon is required to withhold 15% Dutch dividend withholding tax in respect of the gross dividends paid on its common shares. In the Dutch Dividend Withholding Tax Act 1965 (Wet op de dividendbelasting 1965), dividends are defined as the proceeds from shares, which include:
US residents
Residents of the United States that qualify for and comply with the procedures for claiming benefits under the Convention between the Kingdom of the Netherlands and the United States of America for the avoidance of double taxation and the prevention of fiscal evasion with respect to taxes on income 1992 (the US/NL Income Tax Treaty) may, under various specified conditions, be eligible for a reduction of the Dutch dividend withholding tax rate from 15% to 5% if the resident of the United States is a company which holds directly at least 10% of the voting power in Aegon. The US/NL Income Tax Treaty provides, subject to certain conditions, for a complete exemption from, or refund of, Dutch dividend withholding tax for dividends received by exempt pension trusts and exempt organizations, as defined therein.
Beneficial owner
A recipient of proceeds from Aegon common shares will not be entitled to any exemption, reduction, refund or credit of Dutch dividend withholding tax if such recipient is not considered to be the beneficial owner of such proceeds. The recipient will not be considered the beneficial owner of these proceeds, if, in connection with such proceeds, the recipient has paid a consideration as part of a series of transactions in respect of which it is likely:
US tax treatment of distributions
The gross amount of any distribution (including any amounts withheld in respect of Dutch withholding tax) actually or constructively received by a US holder with respect to common shares will be taxable to the US holder as a dividend. Such dividends will not qualify for the dividends received deduction otherwise allowable to corporations. The amount of any distribution of property other than cash will be the fair market value of that property on the date of distribution.
Certain ‘qualified dividend income’ received by certain non-corporate US holders may be taxed at a reduced tax rate under current law. Only dividends received from US corporations or from a ‘qualified foreign corporation’ and on shares held by a non-corporate US holder for a minimum holding period (generally, 61 days during the 121-day period beginning 60 days before the ex-dividend date) can qualify for this reduced rate. Aegon is eligible for benefits under the comprehensive income tax treaty between the Netherlands and the US; therefore, Aegon should be considered a ‘qualified foreign corporation’ for this purpose. Accordingly, dividends paid by Aegon to non-corporate US holders on shares held for the minimum holding period may qualify for a reduced income tax rate. Each US holder should consult their tax advisor regarding the applicable tax rate.
In addition, US holders receiving dividends may be subject to a net investment income tax (NIIT). The NIIT is an additional tax on the lesser of net investment income or the amount of modified adjusted gross income (MAGI) that is over a threshold amount based on filing status. Each US holder should consult their tax advisor regarding applicability of the NIIT.
Distributions paid in currency other than US dollars (a ‘foreign currency’), including the amount of any withholding tax thereon, must be included in the gross income of a US holder in an amount equal to the US dollar value of the foreign currency calculated by reference to the exchange rate in effect on the date of receipt. This is the case regardless of whether the foreign currency is converted into US dollars. If the foreign currency is converted into US dollars on the date of receipt, a US holder generally should not be required to recognize foreign currency gain or loss in respect of the dividend. If the foreign currency received in the distribution is not converted into US dollars on the date of receipt, a US holder will have a basis in the foreign currency equal to its US dollar value on the date of receipt. Any gain or loss on a subsequent conversion or other disposition of the foreign currency will be treated as ordinary income or loss.
Dividends received by a US holder with respect to common shares will be treated as foreign source income for foreign tax credit limitation purposes. Subject to certain conditions and limitations, any Dutch dividend withholding tax may be deducted from taxable income or credited against a US holder’s Federal income tax liability. The limitation on foreign taxes eligible for the US foreign tax credit is calculated separately with respect to specific categories of income. Dividends distributed by Aegon generally will constitute ‘passive category income’. Each US holder should consult their tax advisor regarding the availability of the foreign tax credit under their particular circumstances.
The amount of the qualified dividend income paid by Aegon to a US holder that is subject to the reduced dividend income tax rate and that is taken into account for purposes of calculating the US holder’s US foreign tax credit limitation must be reduced by the ‘rate differential portion’ of such dividend. Each US holder should consult their tax advisor regarding the implications of the rules relating to qualified dividend income on the calculation of US foreign tax credits under their particular circumstances.
In general, upon making a distribution to shareholders, Aegon is required to remit all Dutch dividend withholding taxes to the Dutch tax authorities. In such circumstances, the full amount of the taxes so withheld should (subject to certain limitations and conditions) be eligible for the US holder’s foreign tax deduction or credit as described above. Investors are urged to consult their tax advisors regarding the general creditability or deductibility of Dutch withholding taxes, including potential disallowance of credit to the extent Aegon is not required to remit all Dutch dividend withholding taxes withheld from a US holder to the Dutch authorities.
Sale or other disposition of shares
Upon the sale or exchange of common shares, a US holder will generally recognize gain or loss for US Federal income tax purposes on the difference between the US dollar value of the amount realized from such sale or exchange and the US dollar value of the tax basis in those common shares. This gain or loss will be a capital gain or loss and will generally be treated as from sources within the United States. Investors should consult their tax advisors with respect to the treatment of capital gains (which may be taxed at lower rates than ordinary income for taxpayers who are individuals, trusts or estates that have held the common shares for more than one year) and capital losses (the deductibility of which is subject to limitations), and with respect to the treatment of foreign currency gains or losses.
In addition, US holders with capital gains may be subject to a NIIT. The NIIT is an additional tax on the lesser of net investment income or the amount that is over a threshold amount based on filing status. Each US holder should consult their tax advisor regarding applicability of the NIIT.
If a US holder receives foreign currency upon a sale or exchange of common shares, gain or loss, if any, recognized on the subsequent sale, conversion or disposition of such foreign currency will be ordinary income or loss, and will generally be income or loss from sources within the United States for foreign tax credit limitation purposes. However, if such foreign currency is converted into US dollars on the date received by the US holder, the US holder generally should not be required to recognize any gain or loss on such conversion.
Passive foreign investment company considerations
Based on the nature of Aegon’s gross income, the average value of Aegon’s gross assets and the active conduct of Aegon’s insurance business, Aegon does not believe that it could be classified as a passive foreign investment company (PFIC). If Aegon were treated as a PFIC in any year during which a US holder owns common shares, certain adverse tax consequences could apply. Investors should consult their tax advisors with respect to any PFIC considerations.
Tax consequences to non-US holders
A non-US holder generally will not be subject to US Federal income tax on dividends received on common shares or on any gain realized on the sale or exchange of common shares unless the gain is connected with a trade or business that the non-US holder conducts in the United States or unless the non-US holder is an individual, such holder was present in the United States for at least 183 days during the year in which such holder disposes of the common shares, and certain other conditions are satisfied. Non-US holders should consult their tax advisors with respect to the US Federal income tax consequences of dividends received on, and any gain realized from the sale or exchange of, the common shares.
US withholding and information reporting
Backup withholding and information reporting requirements may apply to certain payments on the common shares and to proceeds of a sale or redemption of the common shares to US holders made within the United States. Aegon, its agent, a broker, or any paying agent, as the case may be, may be required to withhold tax from any payment that is subject to backup withholding if a US holder fails to furnish the US holder’s taxpayer identification number, fails to certify that such US holder is not subject to backup withholding, or fails to otherwise comply with the applicable requirements of the backup withholding rules. Certain US holders are not subject to the backup withholding and information reporting requirements.
US and non-US holders may also be subject to withholding and/or reporting to the US Foreign Account Tax Compliance Act (FATCA) if they do not provide required documentation and certifications to the appropriate reporting agent. When documentation and certifications are required, they will generally be requested by the appropriate reporting agent.
Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules from a payment to a US holder or a non-US holder generally may be claimed as a credit against such holder’s US Federal income tax liability provided that the required information is furnished to the US Internal Revenue Service (IRS). Investors should consult their tax advisors as to their qualification for exemption from backup withholding and withholding under FATCA.
Individual US holders may be required to report to the IRS certain information with respect to their beneficial ownership of certain foreign financial assets, such as the common shares, if the aggregate value of such assets exceeds USD 50,000 and the assets are not held through a US financial institution. US holders who fail to report required information could be subject to substantial penalties. Prospective investors should consult their own tax advisors concerning the application of the information reporting rules to their particular circumstances.
See note 24 Auditor’s remuneration of the Notes to the financial statements of Aegon Ltd. in this Annual Report for details of the auditor’s fees and services.
Audit Committee pre-approval policies and procedures
Aegon’s Audit Committee is responsible, among other matters, for the oversight of the external auditor. The Audit Committee has adopted a policy regarding pre-approval of audit and permissible non-audit services provided by Aegon’s independent auditors (the Pre-approval Policy).
Under the Pre-approval Policy, proposed services either:
For the period 2024 to 2025, all services provided to Aegon by its independent public accountant were pre-approved by the Audit Committee in accordance with the Pre-approval Policy.
Cautionary note regarding non-IFRS measures
This document includes the following non-IFRS financial measures: operating result and valuation equity. Operating result is calculated by consolidating on a proportionate basis Aegon’s joint ventures and associated companies, except for its associate ASR Nederland N.V. Operating result reflects Aegon’s profit before tax from underlying business operations and mainly excludes components that relate to accounting mismatches that are dependent on market volatility or relate to events that are considered outside of the normal course of business. Valuation equity represents the sum of shareholders’ equity and the Contractual Service Margin (CSM) after-tax (embedded value of unearned profits in insurance contracts). This measure is intended to provide a more comprehensive view of the Group’s economic value. Aegon believes that these non-IFRS measures, together with the IFRS information, provide meaningful supplemental information about the operating results of Aegon’s business including insight into the financial measures that senior management uses in managing the business.
Currency exchange rates
This document contains certain information about Aegon’s results, financial condition and revenue generating investments presented in USD for the Americas and in GBP for the United Kingdom, because those businesses operate and are managed primarily in those currencies. None of this information is a substitute for or superior to financial information about Aegon presented in EUR, which is the currency of Aegon’s primary financial statements.
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 company 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:
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Additionally, Aegon provides some information in this report that is informed by various stakeholder expectations, non- US regulatory requirements, and third-party frameworks. Such information, whether provided here or in Aegon’s other disclosures (including website materials), is not necessarily material for SEC reporting purposes.
Even in instances where we use “material”, this should not in all instances be deemed to refer to materiality for purposes of our U.S. federal securities filings, as there are various definitions of materiality used by different stakeholders, including but not limited to a more expansive “double materiality” standard pursuant to the European Sustainability Reporting Standards that has informed much of our sustainability disclosure. Similarly, while we leverage various frameworks in our disclosures, we cannot guarantee, and language such as “align” or “follow” is not meant to imply, complete alignment with these requirements.
We similarly cannot guarantee complete alignment with any stakeholder’s interpretation or preference for the measurement or presentation of sustainability or other information in this report. Expectations, as well as our own approach, continue to evolve and may change for a variety of reasons, including regulatory or business requirements or other factors that may not be in our control. Similarly, certain disclosures are based on hypothetical scenarios which may not be reflective of expectations or future events; such scenarios are subject to inherent uncertainty given the long time frames and breadth of variables involved. As a final note, documents and website references included herein are provided solely for convenience and are not incorporated by reference absent express language to the contrary.
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Index to Exhibits
1.1
1.2
2.1
2.2
4.1
4.2
4.3*
8
11
12.1
12.2
13**
15.1
15.2
15.3
99.1
Incorporated by reference to Exhibit 1.1 to Form 20-F 2023 filed with the SEC on April 04, 2024.
Incorporated by reference to Exhibit 1.2 to Form 20-F 2024 filed with the SEC on March 27, 2025.
Incorporated by reference to Exhibit 2.2 to Form 20-F 2023 filed with the SEC on April 04, 2024.
Incorporated by reference to Exhibit 4.1 to Form 20-F 2013 filed with the SEC on March 21, 2014.
Incorporated by reference to Exhibit 4.2 to Form 20-F 2013 filed with the SEC on March 21, 2014.
Incorporated by reference to Exhibit 10.1 and 10.2 to Registration Statement on Form S-8 (No. 333-238186) filed with the SEC on October 02, 2023.
Incorporated by reference to Exhibit 11 to Form 20-F 2024 filed with the SEC on March 27, 2025.
Incorporated by reference to Exhibit 97 to Form 20-F 2023 filed with the SEC on April 04, 2024.
Incorporated by reference to Exhibit 99.1 to Form 20-F/A 2024 filed with the SEC on April 01, 2025.
Indicates management contract or compensatory plan.
Furnished herewith.
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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 annual report on its behalf.
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