Securities and Exchange Commission

Washington, D.C. 20549

 

 

Form 6-K

 

 

Report of Foreign Issuer

Pursuant to Rule 13a-16 or 15d/16

of the Securities Exchange Act of 1934

April 2026

 

 

Aegon Ltd.

 

 

 

Aegon Limited		Statutory seat		Principal place of business		Bermuda Registrar of Companies number: 202302830
An exempted company with liability		Canon’s Court		World Trade Center		(September 30, 2023)
limited by shares		22 Victoria Street		Schiphol Boulevard 223		Dutch Chamber of Commerce number: 27076669
		Hamilton HM 12		1118 BH Schiphol		Aegon Limited is a non-resident company under the Dutch
www.aegon.com		Bermuda		The Netherlands		Act Non Residential Companies

 

The Unaudited Pro Forma Consolidated Financial Information and notes thereto of Aegon Ltd. (the “Company”) herein are hereby incorporated by reference in the Company’s Registration Statements under the Securities Act of 1933, as amended, on Form F-3 (Registration No. 333-287291, 333-287291-01) and on Form S-8 (Registration Nos. 333-238186, 333-196156, 333-183176, 333-157843, and 333-150774).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

				Aegon Ltd.
				(Registrant)
Date: April 28, 2026				By		/s/ S. Knol
				S. Knol
				Director Financial Reporting & Operations

Unaudited pro forma consolidated financial information of Aegon Ltd. relating to the

proposed sale of the Aegon UK plc

As of December 31, 2025 and for the years ended December 31, 2025, 2024 and 2023

Introductory paragraph

The unaudited pro forma consolidated financial information presented below illustrates the financial impact on Aegon Ltd.’s (Aegon) consolidated statement of financial position as of December 31, 2025 and consolidated income statements for the years ended December 31, 2025, 2024 and 2023 of the proposed sale of Aegon UK plc (“Aegon UK”) containing the UK insurance and pensions operations to Standard Life Plc (“Standard Life”), a publicly traded company on the London stock exchange, that was announced on April 15, 2026. In connection with such sale, Aegon will receive GBP 750 million in gross cash proceeds and a 15.3% shareholding in Standard Life ordinary shares, with associated governance rights. Any remittances taken out of Aegon UK between the signing and closing of the transaction will be deducted from the GBP 750 million cash amount. Aegon’s asset management activities in the UK will remain part of Aegon’s global asset manager and will be an important asset management partner for the new combined business.

The transaction is expected to close around the end of 2026, subject to customary conditions, including regulatory approvals. The assets and liabilities of Aegon UK will be classified, for purposes of Aegon’s 1H 2026 consolidated financial statements, as held for sale. Related result will be presented as results from discontinued operations.

The unaudited pro forma consolidated financial information below complies with Article 11 of Regulation S-X and illustrates the impact of the proposed sale of Aegon UK on Aegon’s consolidated statement of financial position as of December 31, 2025 and Aegon’s consolidated income statements for the years ended December 31, 2025, 2024 and 2023. The unaudited pro forma consolidated statement of financial position has been prepared as if the sale had been consummated as of December 31, 2025. The unaudited pro forma consolidated income statements have been prepared as if the sale had been consummated as of January 1 of the respective years.

Historical financial information contains Aegon Ltd.’s audited consolidated financial information as presented in the Annual Report on Form 20-F 2025. The pro forma adjustments represent the financial impact of the proposed sale as described above. Pro forma adjustments are consistent with Aegon’s applicable financial reporting framework disclosed in the Annual Report 2025 on Form 20-F and with its accounting policies.

In each case, the pro forma data financial information is presented for illustrative purposes only and should not be relied upon as an indication of the financial condition or the operating results that would have been achieved if the Sale had taken place on the specified dates. In addition, future results may vary significantly from the results reflected in such pro forma financial information data and should not be relied on as an indication of future results.

Further information on the pro forma adjustments can be found in the notes to this unaudited pro forma financial information.

Unaudited pro forma Consolidated Income Statements of Aegon Ltd.

 

						For the year ended December 31, 2025												For the year ended December 31, 2024												For the year ended December 31, 2023
Amounts in EUR millions (except per share data)		Note				Historical				Pro forma adjustments				Pro forma financial information				Historical				Pro forma adjustments				Pro forma financial information				Historical				Pro forma adjustments				Pro forma financial information
Continuing operations
Insurance revenue							9,097				422				8,675				9,841				543				9,298				10,386				663				9,722
Insurance service expenses							(9,423)				(183)				(9,239)				(9,790)				(302)				(9,487)				(10,226)				(406)				(9,820)
Net income / (expenses) on reinsurance held							836				(1)				837				325				(28)				353				182				(61)				243
Insurance service result			1				511				238				272				376				213				163				342				197				145
Interest revenue on financial instruments calculated using the effective interest method							2,683				27				2,657				2,720				32				2,688				2,738				25				2,713
Interest income from instruments measured at FVPL							615				389				226				637				355				282				737				397				340
Other investment income							1,198				1,188				11				1,340				1,329				10				1,283				1,272				11
Results from financial transactions							15,632				6,965				8,667				11,593				4,196				7,398				12,302				3,992				8,310
Impairment (losses) / reversals							(46)				-				(46)				(190)				-				(190)				(86)				-				(86)
Insurance finance income / (expenses)							(20,227)				(8,645)				(11,582)				(16,506)				(5,945)				(10,561)				(17,650)				(5,737)				(11,913)
Net reinsurance finance income / (expenses) on reinsurance held							564				(4)				568				611				(19)				630				699				6				693
Interest expenses							(135)				-				(135)				(171)				-				(171)				(218)				-				(218)
Insurance net investment result			2				285				(81)				366				34				(53)				87				(196)				(45)				(151)
Interest revenue on financial instruments calculated using the effective interest method							636				37				600				605				44				562				599				33				566
Interest income from instruments measured at FVPL							217				129				88				186				108				78				89				89				-
Other investment income							825				821				5				729				721				8				550				546				4
Results from financial transactions							10,065				6,032				4,033				7,634				4,280				3,354				6,929				3,267				3,663
Impairment (losses) / reversals							(22)				-				(22)				(47)				-				(47)				(33)				-				(33)
Investment contract income / (expenses)							(11,372)				(6,994)				(4,378)				(8,781)				(5,130)				(3,651)				(7,851)				(3,896)				(3,955)
Interest expenses							(18)				1				(19)				(32)				(1)				(31)				(45)				(3)				(42)
Other net investment result			3				331				26				306				294				22				272				238				36				203
Interest charges							(178)				-				(178)				(190)				-				(190)				(182)				-				(182)
Financing net investment result							(178)				-				(178)				(190)				-				(190)				(182)				-				(182)
Total net investment result							438				(55)				493				139				(31)				169				(139)				(9)				(130)
Fees and commission income							2,390				311				2,079				2,378				283				2,096				2,163				214				1,949
Other operating expenses							(2,928)				(392)				(2,536)				(2,961)				(378)				(2,583)				(3,000)				(311)				(2,689)
Other income / (charges)							130				10				120				145				52				93				(57)				4				(61)
Other result							(408)				(70)				(337)				(438)				(44)				(394)				(894)				(93)				(801)
Result before share in profit / (loss) of joint ventures, associates and tax							541				113				428				77				139				(62)				(691)				95				(785)
Share in profit / (loss) of joint ventures							303				-				303				238				-				238				196				-				196
Share in profit / (loss) of associates							200				-				200				345				-				345				103				-				103
Result before tax from continuing operations							1,045				113				932				660				139				521				(391)				95				(486)
Income tax (expense) / benefit							(65)				(32)				(32)				16				(16)				32				209				(23)				232
Net result from continuing operations			4				980				81				900				676				123				553				(182)				72				(254)

 

		$				$				$				$				$				$
		2025								2024								2023
		Historical				Pro forma financial information				Historical				Pro forma financial information				Historical				Pro forma financial information
Basic earnings per common share (EUR per share)			0.59				0.54				0.37				0.30				(0.12)				(0.16)
Basic earnings per common share B (EUR per share)			0.01				0.01				0.01				0.01				-				-

Notes to the unaudited pro forma Consolidated income statement adjustments

 

1.

Adjustments to ’Insurance service result’

Adjustments to Insurance service result reflect the elimination of the Insurance revenue and Insurance service expenses of Aegon UK. Insurance revenue mainly comprises expected insurance claims / expenses and CSM release; and Insurance service expenses mainly comprises the actual insurance claims / expenses.

 

2.

Adjustments to ’Insurance net investment result’

Adjustments to Insurance net investment result reflect the elimination of the Insurance net investment result of Aegon UK. Insurance net investment result mainly comprises share dividends received by Aegon UK (Other investment income); fair value changes on Aegon UK’s investments (Results from financial transactions); and the Insurance finance expenses attributable to Aegon UK’s insurance contracts.

3.

Adjustments to ’Other net investment result’

Adjustments to Other net investment result reflect the elimination of the other net investment result of Aegon UK. Other net investment result mainly comprises of fair value changes on Aegon UK’s investments related to investment contracts (Results from financial transactions); and the Investment contract expenses attributable to Aegon UK’s investment contracts portfolio.

 

4.

Adjustments to ’Net result from continuing operations’

Adjustments to Net result from continuing operations reflect the elimination of Aegon UK’s net result and includes inter-segment results between continuing Aegon Group entities and Aegon UK which are expected to discontinue.

Unaudited pro forma Consolidated statement of financial position of Aegon Ltd.

 

Notes to the unaudited pro forma Consolidated statement of financial position adjustments

 

5.

Adjustments to ’Cash and cash equivalents’ and to ’Investments’

Adjustments to Cash and cash equivalents of EUR 623 million represent the cash consideration to be received from Standard Life at the closing of the transaction (EUR 859 million) which is partially offset by the elimination of Aegon UK’s cash amount (EUR 200 million) and an estimate of the cost to be incurred by Aegon to sell the Aegon UK business (EUR 36 million).

Adjustments to Investments of EUR 123,599 million reflect the elimination of Aegon UK’s investments (EUR 125,128 million) partially offset by the share consideration to be received from Standard Life at the closing of the transaction.

 

Proceeds		GBP millions				EUR millions
Cash			750				859
Shares			1,335				1,529
Total			2,085				2,389

For the purpose of these unaudited pro forma numbers the 181 million shares to be received is multiplied by the GBP 7.37 closing stock price of Standard Life’s shares at the London stock exchange on December 31, 2025. FX conversion rate used is 0.8727, the EUR/GBP closing rate on December 31, 2025.

6.

Adjustments to ’Shareholders’ equity’

Adjustments to Shareholders’ equity of EUR 1,119 million reflect the receipt of the expected net consideration from the proposed transaction amounting to EUR 2,353 million offset by the derecognition of Aegon UK from Aegon’s consolidated statement of financial position for an amount of EUR 1,234 million.

 

7.

Adjustments to ’Insurance contract liabilities’ and to ’Investment contract liabilities with / without discretionary participation features’

Adjustments to ’Insurance contract liabilities and to Investment contract liabilities with / without discretionary participation features reflect the elimination of Aegon UK’s insurance contract liabilities and investment contract liabilities. These liabilities mainly consist of Platform, Packaged and Annuities related contracts.

 

8.

Adjustments to ’Other assets’ and to ’Other liabilities’

Adjustments to Other assets and to Other liabilities reflect the elimination of Aegon UK’s other assets and other liabilities.