AEGON LTD.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

20-F

(Mark One)

☐

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR(g) OF THE

SECURITIES EXCHANGE ACT OF 1934

OR

☒

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31,2024

OR

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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

to

OR

☐

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Commission file number

1-10882

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English)

Bermuda

(Jurisdiction of incorporation or organization)

Aegonplein 50,2591 TV The Hague, The Netherlands

(Address of principal executive offices)

Duncan Russell

Chief Financial Officer

PO Box 85,2501 CB The Hague, The Netherlands

+31-70-3447305

Duncan.Russell@aegon.com

(Name, Telephone,

E-mail

and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Securities registered or to be registered pursuant to Section 12(g) of the Act.

Not applicable

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

Not applicable

(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered

by the annual report:1,652,797,432 common shares and 353,387,800 common shares B

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act

☒

Yes No

☐

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934.

☐

Yes No

☒

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act

of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been

subject to such filing requirements for the past 90 days.

☒

Yes No

☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405

of Regulation

S-T

(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to

submit such files).

☒

Yes No

☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, or an emerging growth

company. See definition of “large accelerated filer, “accelerated filer,” and “emerging growth company” in Rule

12b-2

of the Exchange Act.

☒

Large accelerated filer

☐

Accelerated filer

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Non-accelerated

filer

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Emerging growth company

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards

†

provided pursuant to Section 13(a) of the Exchange Act.

☐

†

The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards

Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness

of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public

accounting firm that prepared or issued its audit report.

☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant

included in the filing reflect the correction of an error to previously issued financial statements.

☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based

compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §

240.10D-1(b).

☐

Indicate by checkmark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

☐

U.S. GAAP

☒

International Financial Reporting Standards as issued by the International Accounting Standards Board

☐

Other

If “other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant as

elected to follow.

☐

Item 17

☐

item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company

(as defined in

Rule12b-2

of the Exchange Act).

☐

Yes No

☒

Helping people live their best lives annual report on Form 20-F 2024

About Aegon Governance and risk management Financial information Sustainability information

Cross reference table Form 20-F

4 | Annual Report on Form 20-F 2024

Contents

Our purpose

People are living for longer, and at Aegon we welcome the possibilities that this brings. We see increased longevity and the resulting changing life patterns as opportunities for our customers, our employees, and society.

As recently as the late 20th century, life consisted of three stages: approximately 20 years of education, 40 years of work, and a short retirement of 15 to 20 years. Since then, life expectancy has increased around the world. This means we need to rethink what a life should look like: when we study, work, take career breaks, and switch careers. The idea of a standard path no longer applies: there are as many options as there are lives.

Longer lives bring new challenges. But the old associations with aging – of frailty and inactivity – are often being replaced by the expectation that the years after 60 can be the most rewarding.

Across all our markets, people are looking for companies that will support them in living longer, more varied lives, while also contributing towards a better world. At Aegon, we aim to do this by offering products and services through our various businesses that support society’s transition from the traditional three-stage life to a multi-stage one, so that people from all walks of life can make the most of their lives. That is why we are guided and united by a single, clear purpose: Helping people live their best lives.