Business Context and Reporting Period
This Form 6-K filing by Aegon Ltd., dated April 28, 2026, presents unaudited pro forma consolidated financial information. The data illustrates the financial impact of the proposed sale of Aegon UK plc (containing UK insurance and pensions operations) to Standard Life Plc, announced on April 15, 2026. The transaction is expected to close around the end of 2026. The pro forma financial statements assume the sale was consummated as of December 31, 2025, for the balance sheet, and January 1, 2023, for the income statements covering the years ended December 31, 2023, 2024, and 2025.
Key Financial Metrics
Transaction Consideration: Aegon will receive GBP 750 million (approx. EUR 859 million) in gross cash proceeds and a 15.3% shareholding in Standard Life ordinary shares (valued at approx. EUR 1,529 million based on Dec 31, 2025 prices). Total consideration is approximately EUR 2,389 million.
Pro Forma Income Statement (Year Ended Dec 31, 2025):
- Insurance Revenue: EUR 8,675 million (Pro forma) vs. EUR 9,097 million (Historical).
- Net Result from Continuing Operations: EUR 900 million (Pro forma) vs. EUR 980 million (Historical).
- Basic Earnings Per Share: EUR 0.54 (Pro forma) vs. EUR 0.59 (Historical).
Pro Forma Balance Sheet (As of Dec 31, 2025):
- Total Assets: EUR 192,709 million (Pro forma) vs. EUR 317,233 million (Historical).
- Total Liabilities: EUR 182,094 million (Pro forma) vs. EUR 307,738 million (Historical).
- Group Equity: EUR 10,614 million (Pro forma) vs. EUR 9,495 million (Historical).
- Cash and Cash Equivalents: EUR 3,357 million (Pro forma) vs. EUR 2,733 million (Historical).
- Investments: EUR 161,542 million (Pro forma) vs. EUR 285,141 million (Historical).
Material Changes Versus Prior Periods
The pro forma adjustments reflect the elimination of Aegon UK's assets, liabilities, revenues, and expenses. Key changes include:
- Asset Reduction: Total assets decrease by approximately EUR 124.5 billion, primarily due to the derecognition of Aegon UK's investments (EUR 123.6 billion reduction).
- Liability Reduction: Total liabilities decrease by approximately EUR 125.6 billion, driven by the removal of insurance and investment contract liabilities (EUR 124.6 billion combined reduction).
- Equity Increase: Shareholders' equity increases by EUR 1,119 million, reflecting the net consideration received (EUR 2,353 million) offset by the net assets derecognized (EUR 1,234 million).
- Historical Trend: Historically, Aegon reported a net result from continuing operations of EUR 980 million in 2025, EUR 676 million in 2024, and a loss of EUR 182 million in 2023. Pro forma results show a reduction in net income for 2025 and 2024, and a deeper loss for 2023, due to the removal of Aegon UK's contribution.
Guidance, Outlook, and Risks
Transaction Status: The sale is subject to customary conditions, including regulatory approvals. Aegon UK assets and liabilities will be classified as "held for sale" in the 1H 2026 consolidated financial statements, with results presented as discontinued operations.
Asset Management: Aegon's asset management activities in the UK will remain part of the global asset manager and serve as a partner to the new combined business.
Risks and Contingencies:
- Pro Forma Limitations: The filing explicitly states that pro forma data is for illustrative purposes only and should not be relied upon as an indication of actual future financial condition or operating results.
- Cash Proceeds Adjustment: Any remittances taken out of Aegon UK between signing and closing will be deducted from the GBP 750 million cash amount.
- Valuation Risk: The share consideration value is based on the Standard Life stock price as of December 31, 2025; future values may vary.
Investor Verification Checklist
- Verify the final closing date and any adjustments to the GBP 750 million cash proceeds due to interim remittances.
- Confirm the final valuation of the 15.3% Standard Life shareholding at the time of closing.
- Review the 1H 2026 financial statements for the classification of Aegon UK as "held for sale" and the presentation of discontinued operations.
- Assess the impact of the transaction on Aegon's remaining UK asset management operations and partnership terms with Standard Life.
- Monitor regulatory approval status in the UK and other relevant jurisdictions.