20-F: Aegon to Redomicile to US, Renaming to Transamerica Inc.

Aegon Ltd. announced its intention to relocate its head office and legal seat to the United States, renaming the holding company Transamerica Inc. upon completion, while reporting strong 2025 financial results and outlining future growth ambitions.

Summary

• Aegon Ltd. plans to relocate its head office and legal seat to the United States, with the holding company to be renamed Transamerica Inc. upon completion of the transition, expected by January 1, 2028.
• The company aims to become a domestic issuer in the US by January 1, 2028, and report its 2027 full-year results under US GAAP.
• Aegon met or outperformed all financial targets set for 2025, demonstrating strong performance and commercial momentum.
• Operating result increased by 15% to EUR 1,702 million in 2025, driven by business growth, favorable market impacts, and improved experience variances.
• Net result increased by 45% to EUR 980 million in 2025, primarily due to a higher operating result and less unfavorable non-operating items.
• Free cash flow amounted to EUR 829 million, consistent with the target for the year.
• Aegon returned EUR 1.1 billion capital to shareholders in 2025 through dividends and share buybacks.
• A final dividend of EUR 0.21 per common share is proposed for 2025, bringing the total dividend for the year to EUR 0.40 per common share.
• Transamerica (Americas) saw new Individual Life sales increase by 30% compared to 2024, and its affiliated distribution network, WFG, grew to over 95,000 licensed agents.
• Capital employed in Financial Assets decreased to USD 2.7 billion by year-end 2025, ahead of the USD 2.9 billion target.
• Aegon Asset Management delivered EUR 1.0 billion in net third-party inflows in 2025.
• The International business continued to perform well, with new life sales increasing by 1%.
• A strategic review of Aegon UK has been initiated to assess options, including potential divestment.
• MSCI upgraded Aegon's ESG Rating from AA to AAA, the highest possible score.

Sentiment

Score: 8

Explanation: StockSavvy.ai views this as a strong strategic move, backed by solid financial performance and clear future ambitions. The relocation to the US and focus on Transamerica, coupled with robust capital management and ESG leadership, positions the company for long-term value creation, despite the inherent complexities of such a large-scale transition.

Positives

• Met or outperformed all financial targets set for 2025.
• Operating result increased by 15% to EUR 1,702 million in 2025.
• Net result increased by 45% to EUR 980 million in 2025.
• Free cash flow of EUR 829 million was consistent with the target.
• Returned EUR 1.1 billion capital to shareholders in 2025 through dividends and share buybacks.
• Proposed a final dividend of EUR 0.21 per common share, leading to a total 2025 dividend of EUR 0.40 per common share (14% increase from 2024).
• Transamerica's new Individual Life sales increased by 30% compared to 2024.
• World Financial Group (WFG) grew its licensed agents to over 95,000.
• Capital employed in Financial Assets reduced to USD 2.7 billion, ahead of the USD 2.9 billion target.
• Aegon Asset Management achieved EUR 1.0 billion in net third-party inflows.
• International new life sales increased by 1%.
• MSCI upgraded Aegon's ESG Rating from AA to AAA.
• Capital ratios of operating units remain robust (US RBC ratio 424%, UK Solvency II ratio 183%).
• Transamerica expanded its dynamic hedge program for Variable Annuities to cover 25% of base contracts, reducing equity market exposure.
• Long-Term Care rate increases approved since end 2022 totaled USD 871 million, exceeding the USD 700 million target.

Negatives

• Net outflows in Transamerica's Retirement Plans totaled USD 1.1 billion, mainly from large market plans (though an improvement from prior year).
• Adviser Platform in the UK experienced net outflows of GBP 3,417 million, reflecting ongoing consolidation and tax-related speculations.
• New life sales in China decreased by 9% due to product pricing revisions and the economic environment.
• TLB's Indexed Universal Life sales were negatively impacted by changes in the competitive landscape in Singapore.
• Cash Capital at Holding decreased from EUR 1,725 million in 2024 to EUR 1,311 million in 2025.
• Group Solvency ratio decreased from 188% in 2024 to 184% in 2025.
• Realized losses on investments amounted to EUR 248 million, mainly in the Americas due to SGUL reinsurance transaction and normal trading activity.
• Other charges amounted to EUR 317 million, driven by unfavorable assumption updates (policyholder behavior, Medicare Supplement morbidity), and restructuring charges.
• Unfavorable currency movements reduced the Contractual Service Margin (CSM) balance by EUR 943 million.
• Capital injections amounted to EUR 786 million, mainly reflecting a capital investment in Transamerica related to the SGUL reinsurance transaction.

Risks

• Rapidly rising, or sustained low or negative interest rates may negatively impact profitability and liquidity.
• Financial market disruptions, adverse economic conditions, and political or regional instability may materially affect business performance, liquidity, and financial condition.
• Elevated levels of inflation may impact business strategy and negatively impact profitability.
• Illiquidity of investment assets may delay sales at fair prices, and access to external financing may be constrained.
• Credit risks, valuation declines, and defaults in investment portfolios or counterparty failures may materially affect business performance, cash flows, and financial condition.
• Equity market declines may negatively impact profitability, shareholders' equity, product sales, and the value of assets under management.
• Real estate market downturns may negatively affect valuations and cash flows.
• Default of a major financial institution and systemic risks may disrupt markets and operations.
• Unavailable, unaffordable, or insufficient reinsurance, and failure of reinsurers, to whom Aegon has ceded risk, to meet their obligations.
• A credit rating downgrade may increase policy surrenders and withdrawals, adversely affect distributor relationships, and negatively affect operating results.
• Currency exchange rate fluctuations may affect financial condition and reported results.
• Asset-liability management risks may not be effectively mitigated through derivatives.
• Unexpected investment valuation changes and impairments may adversely affect net results and financial condition.
• Differences between actual claims experience and underwriting or reserve assumptions may impact reported results and financial condition.
• Inadequate pricing of products with guarantees may negatively affect results, liquidity, and financial condition.
• Restrictions on underwriting criteria and data usage may negatively affect operational results.
• Products may underperform customers' return expectations, and exposure to litigation or negative publicity may arise.
• Reinsurance may be unavailable, unaffordable, or insufficient to protect against losses.
• Catastrophic events may cause material losses and significantly disrupt business operations.
• Market share and profitability may be adversely affected by competitive factors.
• Unsuccessful acquisitions, divestitures, or major reorganizations may adversely affect business and financial conditions.
• Difficulties in distributing and marketing products through current and future channels may adversely affect business and financial conditions.
• Slow adoption of emerging technologies may limit competitiveness and operational efficiency.
• Unsuccessful management of climate risk exposure may affect investment portfolios, operational resilience, and long-term financial performance.
• Gaps in risk management policies and processes may expose operations to unforeseen events, affecting performance and financial condition.
• Disruptive events may undermine the resilience of business services and IT systems, leading to service interruptions, higher costs, and reputational harm.
• 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.
• Actual or perceived data privacy non-compliance or security breaches may disrupt operations, harm reputation, and impact financial performance.
• Inaccuracies in econometric, financial, or actuarial models, or differing interpretations of underlying methodologies, assumptions applied in models, or model estimates may materially affect business performance, financial condition, and operating results.
• Inaccurate, incomplete or unsuccessful quantitative models, algorithms or calculations may result in client losses, regulatory actions, or litigation.
• Bankruptcy, service disruptions, or poor performance by third-party providers or their subcontractors may adversely affect operational effectiveness and financial condition.
• Challenges in attracting, retaining or motivating key personnel, especially in competitive talent markets or during organizational change, may impact strategic objectives.
• 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.
• Political or regional developments, instability or unrest may adversely affect international business operations and financial condition.
• Changes in accounting standards may impact reported results and shareholders' equity.
• Limitations on the ability of subsidiaries and participations to pay dividends to Aegon Ltd., thereby limiting Aegon's ability to make payments on debt obligations and operating expenses.
• Risks of application of intervention measures may adversely affect Aegon's business, results of operations, and financial condition.
• Legal proceedings, arbitration outcomes, or regulatory actions may negatively impact business operations and financial results.
• Changes in government regulations in the jurisdictions in which Aegon operates may affect profitability and operating models.
• Evolving scrutiny of and attention to sustainability matters may lead to reputational or financial risk related to stakeholder sustainability expectations.
• Tax risks may have a material adverse effect on Aegon's businesses, profits, 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.
• Intellectual property may be difficult to protect and vulnerable to infringement claims.
• The company's share price may be volatile and decline unexpectedly, limiting resale value.
• Vereniging Aegon, with potential significant voting power, may influence corporate decisions.
• Currency fluctuations may affect trading prices of common shares and cash distribution values.
• The company's convertible securities may influence the market price of common shares.
• Uncertainty regarding whether the redomiciliation will occur and whether expected benefits will be achieved.
• Retention of personnel and execution risks associated with the multi-year redomiciliation and headquarters relocation project, including the potential for costs exceeding budgeted amounts.
• Potential increases in certain operating costs following a change in domicile and relocation of our headquarters.
• Potential adverse effects on our business resulting from the change in domicile and relocation of our headquarters.
• The change in accounting regime may create execution risks and impact the timeliness and accuracy of our financial reporting.
• The change in tax residency may increase our effective tax rate and compliance burden, and could limit future redomiciliation outside the US.
• Redomiciliation may result in adverse tax consequences to holders of Aegon common shares.

Future Outlook

Aegon aims to become a leading US life insurance and retirement group, with international subsidiaries in insurance and asset management, by relocating its head office and legal seat to the US and renaming the holding company Transamerica Inc. by January 1, 2028. The company plans to transition to US GAAP reporting for its 2027 full-year results and expects to stop publishing trading updates in 2026 and 2027, focusing on half-year reporting. Financial ambitions for 2026 and 2027 include approximately 5% annual growth in operating result, 0-5% annual growth in operating capital generation, approximately 5% annual growth in free cash flow, and over 5% annual growth in dividend per share. A new EUR 400 million share buyback program is planned for 2026. A strategic review of Aegon UK is underway to maximize stakeholder value, potentially including divestment.

Management Comments

• "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."
• "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."
• "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."
• "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."
• "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."
• "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."

Industry Context

StockSavvy.ai notes that Aegon's strategic shift to prioritize the US market and rename to Transamerica Inc. aligns with a broader trend among global financial institutions to streamline operations and focus on core, high-growth markets. The emphasis on digital transformation, AI adoption, and sustainable investing reflects industry-wide imperatives for efficiency, innovation, and ESG integration. The divestment of non-core assets and strategic reviews of regional businesses like Aegon UK are common strategies to optimize capital allocation and enhance shareholder value in a competitive and evolving financial services landscape. The focus on underserved middle-market and mass-affluent segments in the US also indicates a strategic response to demographic shifts and evolving consumer needs.

Comparison to Industry Standards

• ESG Rating: MSCI upgraded Aegon's ESG rating from AA to AAA, placing it among the highest-rated companies globally for ESG performance, indicating strong alignment with leading sustainability benchmarks.
• Digital Transformation: Aegon UK's launch of Mylo and Transamerica's expansion of digital customer portals and instant underwriting platforms demonstrate a commitment to digital innovation, comparable to leading digital-first financial service providers.
• Distribution Network: World Financial Group (WFG) growing to over 95,000 licensed agents positions Transamerica with a significant distribution reach, comparable to large agency-based insurers like Primerica in the US market.
• Capital Management: The target to reduce Cash Capital at Holding to around EUR 1 billion by year-end 2026, while maintaining robust operating unit capital ratios (US RBC ratio 424%, UK Solvency II ratio 183%), indicates a disciplined approach to capital efficiency, aligning with best practices for large insurers.
• Climate Commitments: Aegon's 2030 targets for reducing carbon intensity (50% for corporate fixed income/listed equity, 42% for real estate) and investing an additional USD 1 billion in climate mitigation/adaptation align with the Net-Zero Asset Owner Alliance (NZAOA) and Paris Agreement goals, positioning it favorably against peers in climate action.

Management Changes

Corporate Governance

Legal Proceedings

• A US-based Aegon subsidiary reached an agreement to resolve a putative class action alleging improper payment of bonuses to policyowners on universal life policies. The matter is fully provisioned and subject to final court approval.
• A US-based Aegon subsidiary settled a putative class action alleging mischaracterization of agents as independent contractors instead of employees. The settlement was formally approved in April 2025 and paid in November 2025.
• Several US insurers, including Aegon subsidiaries, are named in litigation over increases in monthly deduction rates (MDR) on universal life products, alleging increases were to recoup past losses. Aegon's subsidiary has one pending related class action, settled in 2025, subject to final court approval.
• A former subsidiary of Transamerica Corporation was involved in a contractual dispute with a Nigerian travel broker dating back to 1976. A Nigerian court judgment was reversed on appeal, and the case was dismissed. The plaintiff appealed the dismissal but subsequently passed away, and a substitute plaintiff-appellant was granted. Aegon has no material assets in Nigeria.

Related Party Transactions

• Liabilities decreased mainly due to closing of tax positions with a.s.r. in 2025. The 2024 balance mainly contained reimbursement rights.
• Income is attributable to fees from services provided for asset management activities, as well as reimbursement for IT, operational, and administrative services provided to insurance joint ventures.
• Expenses are mainly reflecting transitional charges associated with the transaction between Aegon and a.s.r.
• As part of the reinsurance transaction on part of the Secondary Guarantee Universal Life portfolio, Transamerica Life Insurance Company paid a premium of approximately EUR 3.5 billion by transferring EUR 3.2 billion of assets to the reinsurance subsidiary of Dawn Holdings and approximately EUR 0.3 billion via a funds withheld arrangement.
• Aegon entered into share repurchase agreements with Vereniging Aegon in 2025, totaling EUR 91 million, for Vereniging Aegon's pro-rata participation in Aegon's share buyback programs.
• On December 16, 2025, Aegon repurchased 17,557,160 common shares B from Vereniging Aegon for EUR 2,790,043.41 to align Vereniging Aegon's voting shares with its 32.6% special cause voting rights.
• On January 12, 2026, Aegon entered into an agreement with Vereniging Aegon for its pro-rata participation (EUR 37 million) in the new EUR 227 million share buyback.

Stakeholder Impact

• Shareholders: Expected to benefit from increased dividend per share (over 5% annual growth) and new share buyback programs (EUR 400 million for 2026). The redomiciliation aims to broaden the investor base and improve comparability with US peers. However, there is a risk of adverse tax consequences for holders of Aegon common shares due to redomiciliation.
• Customers: Aegon's purpose of "Helping people live their best lives" is pursued through expanding access to protection and retirement solutions, strengthening financial literacy, and enhancing digital capabilities (e.g., Mylo app, My Life Access portal). The SGUL reinsurance transaction aims to reduce volatility and enhance operating capital generation, indirectly benefiting customers through a more stable insurer.
• Employees: The company aims to foster a purpose-led, inclusive culture, investing in talent development (Global Talent Marketplace, We Learn platforms, Best Life Leadership Program). However, the multi-year redomiciliation and headquarters relocation project presents retention risks and potential disruption. Restructuring provisions include expected redundancy payments related to the relocation.
• Regulators: The redomiciliation will involve a change in group supervision from the Bermuda Monetary Authority (BMA) to the US capital framework, requiring compliance with new US regulatory and accounting standards (US GAAP). This transition is complex and involves significant implementation efforts.
• Society: Aegon aims to contribute positively through responsible investing, net-zero ambitions (50% reduction in WACI by 2030, 75% reduction in operational carbon footprint by 2030), and community investment (EUR 11.0 million in 2025). The ESG rating upgrade to AAA reflects progress in sustainability.

Next Steps

• Relocate head office and legal seat to the US, with completion aimed by January 1, 2028.
• Rename the holding company to Transamerica Inc. upon completion of the relocation.
• Seek inclusion in more US-focused indices.
• Begin reporting under US GAAP with the 2027 full-year results.
• Stop publishing trading updates in 2026 and 2027, limiting disclosures to half-year reporting.
• Execute a new EUR 400 million share buyback program for 2026 (split evenly between first and second halves).
• Complete the EUR 227 million share buyback program by June 30, 2026.
• Conduct a strategic review of Aegon UK to assess options, including potential divestment.
• Engage with shareholders to obtain approval for the relocation via an extraordinary general meeting expected in Q4 2026.
• Continue to invest an additional USD 1 billion in activities that help mitigate or adapt to climate change by 2030.
• Continue engagement with at least the top 20 corporate carbon emitters in Aegon's general account portfolio.
• Propose to appoint Leni Boeren as a new member of the Board of Directors at the 2026 AGM.

Key Dates

Recommendation

The filing indicates a strong strategic pivot towards the high-growth US market, backed by solid 2025 financial performance that met or exceeded targets. The planned redomiciliation to the US and renaming to Transamerica Inc. are bold moves expected to enhance efficiency, transparency, and investor appeal by aligning with the largest operational segment and US GAAP reporting. The commitment to significant capital returns through growing dividends and substantial share buybacks, coupled with an upgraded AAA ESG rating and proactive risk management, signals confidence in future value creation. While execution risks related to the transition exist, the clear strategic direction and robust financial health make this an attractive long-term investment.

Keywords

Insurance, Financial Services, Life Insurance, Retirement Solutions, Asset Management, Transamerica, SEC Filing, 20-F, Financial Results, Share Buyback, Dividend, ESG Rating, Redomiciliation, US GAAP, Capital Management, Risk Management, Corporate Governance