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

OR

☒

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

For the fiscal year ended December 31,2025

OR

☐

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

Commission file number 001-10882

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English)

Bermuda

(Jurisdiction of incorporation or organization)

World Trade Center Schiphol, Schiphol Boulevard 223,1118 BH Schiphol, The Netherlands

(Address of principal executive offices)

Duncan Russell

Chief Financial Officer

World Trade Center Schiphol, Schiphol Boulevard 223,1118 BH Schiphol, 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:1,573,119,870 common shares and 335,830,640 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

☐

Non-accelerated filer

☐

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

☒ aegon Annual Report on Form 20-F 2025

Cross reference to Form 20-F requirements

About Aegon Governance and risk management Financial information

Contact

Head office

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

About Aegon

Welcome

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 atwww.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 atwww.aegon.com.