Aegon has filed a registration statement with the U.S. Securities and Exchange Commission on Form F-4, containing the shareholder circular for its planned redomiciliation from Bermuda to the United States.
The filing sets up an Extraordinary General Meeting expected on October 8, 2026, where shareholders will vote on the move.
If approved, Aegon will change its jurisdiction of incorporation from Bermuda to Delaware and rename itself Transamerica Inc., taking on the name of its US life insurance and retirement subsidiary, which the company says now represents roughly 70% of its total operations and is the largest contributor to group profit and cash flow.
The redomiciliation is targeted to take effect around January 1, 2028, once Aegon receives a certificate of discontinuance from Bermuda's Registrar of Companies, though the timeline remains subject to the shareholder vote and other regulatory conditions.
Aegon has framed the shift as aligning its legal domicile, tax residency, accounting standards and governance with where the bulk of its actual business now sits. The decision follows an announcement at Aegon's December 2025 Capital Markets Day, when the company set out its ambition to become a leading US life insurance and retirement group and confirmed New York City as the location for its future head office.
The company also plans to move to US GAAP reporting, with a first release of full-year results under the new standard expected for 2027.
This is not Aegon's first domicile change in recent years. The company redomiciled from the Netherlands to Bermuda in 2023, a move tied to regulatory and supervisory considerations following the earlier combination of its Dutch insurance business with a.s.r. This latest step effectively continues that trajectory, moving the company's legal home a second time in under three years, this time to align with a business mix that has become increasingly dominated by its American operations.
The shareholder circular includes a Voting Undertaking Agreement between Aegon and Vereniging Aegon, its largest shareholder, holding approximately 18.4% of currently exercisable voting rights.
Under the agreement, Vereniging Aegon has committed to vote in favour of both the redomiciliation proposal and a related Omnibus Incentive Plan proposal at the October meeting, giving the transaction a substantial and locked-in bloc of support heading into the vote.
The circular also sets out proposed future organisational and governance documents consistent with the framework Aegon previously announced, and includes changes such as the conversion of all outstanding Common Shares B on a 40-to-1 basis and a shift toward Delaware and New York Stock Exchange rules governing future stockholder-approval thresholds, replacing pre-emptive rights structures the company describes as uncommon among US issuers.
A company renaming itself after its own largest subsidiary is a fairly unambiguous signal of where its centre of gravity has moved, and Aegon's own disclosures make the underlying logic explicit: with Transamerica now generating around 70% of group operations and the largest share of profit and cash flow, keeping the parent company's domicile, accounting standards and governance rooted in Bermuda increasingly looked like a legal structure trailing behind the actual business rather than supporting it.
The bigger test now is less about shareholder approval, which looks likely given Vereniging Aegon's locked-in support, and more about execution risk over the roughly 18-month runway to the targeted 2028 effective date, spanning a full transition to US GAAP reporting, a new governance framework, and the operational complexity of formally becoming an American company while still carrying meaningful international operations in markets including Brazil and Bermuda-based Transamerica Life.
