Athene Holding Ltd.

During the three months ended June 30, 2025, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of AHLadopted orterminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K with respect to any of AHL’s securities.

Amendments to Certificate of Incorporation

On August 5, 2025, a Certificate of Amendment (the Certificate of Amendment) to AHL’s Certificate of Incorporation was filed for the purpose of effecting: (i) a reverse stock split of AHL’s issued and outstanding shares of common stock, par value $0.001 per share (Common Stock), at a ratio of 1-for-1,000 (the Reverse Stock Split), and (ii) a reduction in the number of authorized shares of Common Stock from 360,000,000 to 250,000 and of AHL’s preferred stock, $1.00 par value per share (Preferred Stock), from 40,000,000 to 200,000 (Authorized Share Reduction). The Certificate of Amendment was effective as of 4:54 p.m., Eastern Time, on August 5, 2025 (the Effective Time).

As of the Effective Time, every one thousand (1,000) shares of Common Stock issued and outstanding immediately prior to the Effective Time was automatically reclassified and combined into one (1) share of Common Stock. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to a fractional share of Common Stock are instead entitled to a cash payment equal to the fraction multiplied by the fair value per share of the Common Stock, as determined by AHL’s Board of Directors or Chief Financial Officer. The par value of the Common Stock remains unchanged as a result of the Reverse Stock Split. Following the Reverse Stock Split, all of AHL’s issued and outstanding shares of Common Stock continue to be owned by Apollo Global Management, Inc. The Reverse Stock Split does not have any impact on the holders of Preferred Stock or the depositary shares representing a 1/1000th interest in a share of Preferred Stock. The Reverse Stock Split and Authorized Share Reduction were effected to enhance operational efficiencies and streamline our capital structure.

The foregoing description of the Certificate of Amendment does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed with this report as Exhibit 3.4 and incorporated herein by reference.

Amendments to Bylaws

On August 5, 2025, AHL’s Board of Directors (Board) approved a restructuring of its governance framework to eliminate the Conflicts Committee and to delegate the responsibilities previously assigned to that committee to the Board’s Audit Committee (the Conflicts Committee Restructuring). In connection with the Conflicts Committee Restructuring, the Board also approved Amended and Restated Bylaws (the Bylaws) to reflect these changes, including the removal of all references to the Conflicts Committee, and the delegation of responsibility for reviewing certain conflicts of interest involving us, on the one hand, and members of the Apollo Group (as defined in our Related Party Transactions Policy), on the other hand, to the Audit Committee.

The foregoing description of the Bylaws does not purport to be complete and is subject to and qualified in its entirety to the full text of the Bylaws, a copy of which is filed with this report as Exhibit 3.5 and incorporated herein by reference.

Termination of Cooperation Agreement

We and Athora are parties to that certain Amended and Restated Cooperation Agreement, dated as of May 6, 2025 (Cooperation Agreement). See Note 11 – Related Parties—Other related party transactions—Athora Holding Ltd. (Athora) to the condensed consolidated financial statements for a description of the Cooperation Agreement and our investments in Athora. On August 5, 2025, we and Athora entered into a letter agreement to mutually terminate the Cooperation Agreement effective as of such date (the Termination Agreement).

The foregoing descriptions of the Cooperation Agreement and Termination Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Cooperation Agreement, which was previously filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q on May 7, 2025, and the full text of the Termination Agreement, a copy of which is filed with this report as Exhibit 10.3, each of which is incorporated herein by reference.