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SCHEDULE 13D/A Filed 2026-10-16 Event 2026-10-15 SEC 0000950142-26-002779 →

Vereniging Aegon Americas → AEGON LTD. AEFC

Stake: 18.43% Shares: 268,514,288 CUSIP: 0076CA104 Class: Common Shares, par value EUR 0.12 per share

Item 4 — Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented as follows: At the extraordinary general meeting of the Issuer held on October 8, 2026 (the "EGM"), the shareholders of the Issuer approved the Resolutions (as defined in Amendment No. 14 to the Schedule 13D). On October 15, 2026, the VA Split (as defined in Amendment No. 13 to the Schedule 13D) was completed in accordance with the Framework Agreement (as defined in Amendment No. 13 to the Schedule 13D). Following the completion of the VA Split, the amendment of the Reporting Person's articles of association (the "VA Amendment") became effective and the Reporting Person was renamed Vereniging Aegon Americas. The VA Split did not involve any disposition of Common Shares by the Reporting Person, and the Reporting Person retained its interest in the Issuer following the VA Split. The Interim Bye-Laws took effect upon the completion of the VA Split. Pursuant to the 2026 Voting Undertaking, with effect from, and subject to, the completion of the VA Split: (i) the Issuer acquired the Reporting Person's 327,885,200 Common Shares B and issued 8,197,130 Common Shares to the Reporting Person as consideration therefor, on a 40-for-1 basis (the "Conversion"), following which no Common Shares B remain outstanding and the Reporting Person is no longer entitled to exercise full voting power upon a Special Cause; and (ii) the 1983 Amended Merger Agreement and the Voting Rights Agreement terminated, and the Call Option was extinguished. On July 1, 2026, the Reporting Person entered into a share repurchase agreement with the Issuer (the "July 2026 Share Repurchase Agreement"), pursuant to which the Reporting Person agreed to participate, pro rata based on its combined holdings of Common Shares and Common Shares B, in the Issuer's EUR 200 million share buyback program that began on July 1, 2026 (as increased to EUR 350 million effective August 24, 2026, the "2026 SBB Program"), for a buyback amount of EUR 37 million. The number of Common Shares repurchased from the Reporting Person is determined based on the daily volume-weighted average price per Common Share on Euronext Amsterdam. Effective August 24, 2026, the Reporting Person entered into an addendum to the July 2026 Share Repurchase Agreement (the "August 2026 Share Repurchase Addendum") to participate in the additional EUR 150 million, for an additional buyback amount of EUR 26 million, resulting in an aggregate buyback amount of EUR 63 million. Between August 16, 2026 and October 15, 2026, the Issuer repurchased an aggregate of 2,995,969 Common Shares from the Reporting Person for an aggregate consideration of EUR 23,555,197.97, transferred in weekly installments. A copy of each such agreement is attached as Exhibit 11 and Exhibit 12, and the foregoing description is qualified in its entirety by reference to them. The Delaware Redomiciliation remains subject to the satisfaction of the conditions to its completion and is currently expected to be effective on or about January 1, 2028. The foregoing description of the 2026 Voting Undertaking is qualified in its entirety by reference to the 2026 Voting Undertaking, which was filed as an exhibit to Amendment No. 14 to the Schedule 13D and is incorporated herein by reference.

Cross-References

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Issuer Cluster
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4 filings by this filer
3 other filings in the data moat
Short Interest · settle 2026-09-30
DTC 1.00
19,173 shares short · -62.7% vs prior

Other 13D/G Filings on AEGON LTD.

FiledFormFilerStakeShares
2026-08-26 SCHEDULE 13D/A Vereniging Aegon 18.01% 264,665,203 view →
2026-05-28 SCHEDULE 13D/A Vereniging Aegon 17.92% 265,681,483 view →
2025-02-11 SCHEDULE Vereniging Aegon 17.90% 284,282,445 view →

Other Filings by Vereniging Aegon Americas

FiledFormIssuerStakeShares
2026-08-26 SCHEDULE 13D/A AEGON LTD. 18.01% 264,665,203 view →
2026-05-28 SCHEDULE 13D/A AEGON LTD. AEFC 17.92% 265,681,483 view →
2025-02-11 SCHEDULE AEGON LTD. AEFC 17.90% 284,282,445 view →

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