Athene Holding Ltd.

COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

Compensation Discussion and Analysis (CD&A)

Named Executive Officers (NEOs)

Our NEOs, comprised of our principal executive and financial officers, our three highest paid executive officers serving as executive officers as of December 31, 2025 other than our principal executive and financial officers, and our former principal executive and financial officers, are as follows:

Compensation Framework

Goals, Principles and Process

Our 2025 executive compensation program was designed to:

•attract, retain and motivate high-performing talent;

•reward outstanding performance;

•align executive compensation elements with company performance; and

•align the interests of our executives with those of our stakeholders.

We are a “controlled company” for purposes of the NYSE listing standards and, as a result, we are not required to have a compensation committee comprised solely of independent directors or to have the compensation of our executive officers determined by such a committee. Accordingly, compensation decisions with respect to Messrs. Belardi and Kvalheim, who are executive officers of AGM, are made by the compensation committee of AGM’s board of directors (AGM Compensation Committee), which is composed solely of independent directors of AGM, and compensation decisions with respect to our other NEOs are made by the executive committee of our board of directors.

For 2025, the executive committee, upon recommendations by the Chief Executive Officer and after consulting with AGM, determined the compensation of all of our executive officers other than Mr. Belardi (and, with respect to his compensation following his appointment as Chief Executive Officer, Mr. Kvalheim). The executive committee made compensation decisions after considering performance of the Company and each individual as well as the Company’s historical compensation practices. In addition, consistent with prior practice, in determining the compensation of our NEOs, other than Mr. Belardi (and, with respect to his compensation following his appointment as Chief Executive Officer, Mr. Kvalheim), the Chief Executive Officer’s recommendations to the executive committee also considered industry-specific survey data provided by Willis Towers Watson. None of our NEOs participated in the determination of their own compensation.

2025 Compensation Elements

Base Salary

Except as may otherwise be specified in an NEO’s employment agreement, base salaries for our NEOs are determined annually, based on a number of factors, including the size, scope and impact of their role, the market value associated with their role, leadership skills, length of service, and individual performance and contributions.

Annual Incentive Awards

As further discussed below in –2025 Compensation Decisions, in 2025, we granted annual incentive awards to our NEOs other than Mr. Tanguy (paid in the form of AGM RSUs granted in February 2026 with respect to Messrs. Belardi and Kvalheim and in cash with respect to the other participating NEOs), with payouts based on the achievement of financial, operational and personal objectives established by the executive committee of our board of directors based on our internal business plan for the year. As discussed below, Mr. Tanguy participated in the AGM annual incentive program. The executive committee determined the amount of the annual incentive award payouts for the participating NEOs, other than Messrs. Belardi and Kvalheim, and the AGM Compensation Committee determined the annual incentive award payouts for Messrs. Belardi and Kvalheim, in each case, based on performance against the pre-established objectives. The annual incentive award payout for each participating NEO, other than Messrs. Belardi and Kvalheim, was also subject to adjustment by our executive committee or Mr. Kvalheim based on a review of the NEO’s individual performance in 2025. In addition, the portion of the annual incentive award payout could have been overridden to 0% for the NEOs at the discretion of our executive committee in the event of a material breach of a risk threshold, but only to the extent such breach was not approved in advance or waived by our executive committee.

As an employee of AGM, Mr. Tanguy participated in AGM’s incentive pool, with payouts based on realized performance fees, which are performance fees earned by the general partners of the funds AGM manages under the applicable fund limited partnership agreements, based upon transactions that have closed or other rights to incentive income cash that have become fixed in the applicable calendar year period. During 2025, after considering various factors, including AGM profitability, management company cash requirements and anticipated future costs, AGM, in its discretion, determined the amount of the realized performance fees to place into the incentive pool. The incentive pool consists of an amount equal to at least 1% of the realized performance fees attributable to profits generated after creation of the incentive pool that were taxable in the applicable year and not allocable to dedicated performance fee entitlements. Each participant in the incentive pool is entitled to receive, as a mandatory component of participation in the incentive pool, his or her pro rata share of this 1% amount each year, provided the participant remains employed by AGM at the time of allocation and the pool is funded. In 2025, Mr. Tanguy received incentive pool performance fees of $1,100,000. In addition, in recognition of his 2025 performance, Mr. Tanguy was granted AGM RSUs as part of his bonus deferral in February 2026 with an award value of $750,000 and an additional grant of AGM RSUs with an award value of $1,000,000, each of which are scheduled to vest over a three-year period, subject to his continued employment through each applicable vesting date.

Long-Term Incentive Awards

As further discussed below in –2025 Compensation Decisions, in February 2025, AGM granted to each of the NEOs other than Mr. Kvalheim an annual AGM RSU award in respect of their 2025 service, one-third of which vested on December 31, 2025 and the remaining two-thirds of which is scheduled to vest in equal installments on December 31 of each of 2026 and 2027, subject to the NEO’s continued employment through each applicable vesting date. In addition, in recognition of his 2024 performance and contributions, Mr. Tanguy was granted an additional AGM RSU award in February 2025 and, in May 2025, he was granted additional AGM RSUs based on a review of the competitive market, in each case, with the award subject to the same vesting terms as the February 2025 grants to the other NEOs.

Performance Fee Programs

Performance fee entitlements with respect to investment funds managed by AGM and its subsidiaries confer rights to participate in distributions made to investors following the realization of an investment or receipt of operating profit from an investment by the fund, provided the fund has attained a specified performance return. Each of the NEOs other than Mr. Belardi has been entitled to participate in certain performance fee income received from a series of funds managed by affiliates of AGM. Under the program, performance fees that accrue may be notionally invested by participants in a fund AGM manages until paid. Rights to payments under this program vest after three years, subject to continued employment, with the first payment with respect to the rights granted in 2022 made in 2025 and the first payment with respect to the rights granted in 2024 scheduled to be made in 2027. As with other amounts distributed in respect of performance fees, our financial statements characterize performance fee income allocated to participating professionals in respect of their performance fee rights as compensation.

Partner Benefits Stipend

AGM provides each NEO, other than Mr. Belardi, with an annual partner benefits stipend of $250,000 that may be used by the NEOs for benefits or other purposes and helps support the well-being of AGM partners. The benefits stipend assists AGM in recruiting talent and inspiring AGM professionals to become partners.

Partnership Interest Revenue Sharing

Mr. Belardi, who was a founder of ISG, continues to hold a partnership interest in ISG (the “ISG partnership interest”). Mr. Belardi’s ISG partnership interest provides quarterly distributions equal to 3.35% of base management fees and 4.5% of sub-advisory fees, as such terms are defined in the fee agreement by and between ISG and the Company, and the fee agreements by and between ISG and ACRA, each as in effect from time to time. In addition, pursuant to the terms of his employment agreement, Mr. Belardi is entitled to receive an additional annual amount equal to 3% of the profits of Apollo’s Insurance Solutions Group International, the international arm of ISG (ISGI), subject to Mr. Belardi’s continued employment with the Company through the date it pays its annual bonuses for the applicable year. Mr. Belardi’s ISG partnership interest and ISGI profits entitlement result in distributions which, unlike dividends on common stock, are reported in the All Other Compensation column of the 2025 Summary Compensation Table.

Pre-Retirement Death Benefit

In addition to certain life insurance benefits provided by the Company for its employees generally, the Company maintains an Executive Pre-Retirement Death Benefit Plan, pursuant to which $100,000 will be paid in a lump sum to the designated beneficiary of each NEO, other than Messrs. Belardi and Tanguy, in the event of such NEO’s death prior to his termination of employment.

Other Compensation Practices

Employment Agreements

We have entered into employment agreements with certain of our NEOs, as follows:

Belardi Agreement

Mr. Belardi is subject to an employment agreement, the current term of which is scheduled to expire on December 31, 2026, and which will automatically extend for subsequent one-year terms unless Mr. Belardi or AGM gives written notice of nonrenewal prior to the expiration of the then-current term. Mr. Belardi’s employment agreement provides for an annual base salary of $1,875,000 and target annual incentive bonus opportunity of $1,850,000. Any annual incentive bonus may be paid in the form of cash or publicly tradeable securities that vest in annual installments, and such amount was paid in the form of AGM RSUs for services performed in 2025.

Under Mr. Belardi’s employment agreement, severance is payable to Mr. Belardi on a termination of employment by the Company without cause or by reason of nonrenewal of the term of the agreement, by Mr. Belardi for good reason, or due to Mr. Belardi’s death or disability (an “Involuntary Termination”), equal to his annual base salary (payable at the AGM Compensation Committee’s discretion in cash, fully-vested shares of AGM common stock, or any combination thereof) and a pro rata bonus for the year of termination based, in part, on the bonus and annual salary paid to him in the year preceding his termination. Upon an Involuntary Termination other than due to death or disability, Mr. Belardi is also entitled to additional severance equal to his target annual incentive bonus multiplied by a fraction, the numerator of which is his annual incentive bonus for the previous fiscal year and the denominator of which is his annual base salary for the previous fiscal year. In addition, upon an Involuntary Termination, (i) Mr. Belardi will be entitled to the reimbursement of the cost of continued medical coverage at active employee rates for up to 18 months, (ii) any outstanding and unvested time-vesting profits units that are scheduled to vest during the one-year period immediately following the termination date will immediately vest, and (iii) any outstanding and unvested equity awards granted as a component of an annual incentive bonus will immediately vest, based on target performance with respect to any performance-vesting awards.

Severance payments and benefits are conditioned on Mr. Belardi’s execution of a general release of claims in favor of the Company and its affiliates. Mr. Belardi’s employment agreement contains customary restrictive covenants, including confidentiality and nondisclosure covenants, covenants not to compete or solicit customers for 12 months following the date on which he ceases to own or control his ISG partnership interest, and a covenant not to solicit employees for 24 months following termination.

To the extent that any payment, benefit or distribution of any type to or for the benefit of Mr. Belardi would be subject to the excise tax imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (Internal Revenue Code), then such payments, benefits or distributions will be reduced (but not below zero) so that the maximum amount of such payments, benefits or distributions will be one dollar less than the amount which would cause them to be subject to such excise tax, unless Mr. Belardi makes AGM and its affiliates whole on an after-tax basis for any adverse tax consequences imposed on AGM and its affiliates under Section 280G of the Internal Revenue Code as a result of not reducing such payments, benefits or distributions.

Klein Agreement

In October 2024, Mr. Klein notified the Company of his decision to retire from the role of Chief Financial Officer of the Company effective upon the appointment of his successor, which occurred on March 1, 2025 (the “Klein Transition Date”), at which time he assumed the role of Senior Advisor to the Company. In connection with the announcement of his retirement, Mr. Klein and the Company entered into a letter agreement (the “Klein Letter Agreement”) memorializing the terms of his transition from the Company. Under the Klein Letter Agreement, for service through December 31, 2025, (i) Mr. Klein’s base salary and benefits arrangements continued at the same level as prior to the Klein Transition Date; (ii) he received his 2025 long-term incentive award granted in the first quarter of 2025, with a grant date fair value of $975,000 and granted in the same vehicles as granted to other similarly situated executive officers of the Company; and (iii) he was entitled to receive a partner stipend for 2025 in the amount of $250,000. While serving as a Senior Advisor, (i) Mr. Klein’s (A) outstanding equity awards and (B) outstanding rights related to performance fees continued to vest in accordance with, and subject to, their terms and the underlying plans; (ii) Mr. Klein remained eligible to receive severance benefits in accordance with the terms of the Company’s severance policy upon a qualifying separation, subject to any required notice period under his existing employment agreement; and (iii) he continued to participate in the Company’s benefit plans and programs, subject to the terms of such plans. Mr. Klein also remained eligible for an annual bonus with respect to the 2025 calendar year, with a target bonus equal to $961,000, subject to his continued service through December 31, 2025 and the achievement of the applicable performance goals, as described further below.

The Klein Letter Agreement also provided that, subject to his continued service with the Company through December 31, 2025 and his execution and non-revocation of the Company’s standard release of claims in favor of the Company and its affiliates, and his continued compliance with the terms of the awards and restrictive covenants in favor of the Company, Mr. Klein was eligible for continued vesting and settlement of his outstanding performance fee program awards for the 2024 and 2025 performance years and his outstanding equity awards, as if he had remained employed with the Company through the last scheduled vesting date for each applicable award.

Review of Compensation Policies and Practices Related to Risk Management

Effective risk management is central to our success, and compensation is carefully designed to be consistent with our risk management framework and controls. If our performance is obtained in a manner inconsistent with this framework or these controls, our executive committee has the discretion, with input from the risk committee, if necessary, to decrease or not award any bonuses to our NEOs and other executive officers. In addition, the performance objectives for our Chief Risk Officer and the other employees in our risk management function are based in part on the effectiveness of our risk management policies and procedures. We have determined that the risks arising from our compensation policies and practices are not reasonably likely to have a material adverse effect on the Company. This compensation risk assessment was conducted with the assistance of Semler Brossy Consulting Group, LLC, our Chief Risk Officer and other employees in our risk management function.

2025 Compensation Decisions

Base Salary

Our NEOs’ base salaries in 2025 remain unchanged from 2024, except Mr. Brennan’s base salary increased from $500,000 to $650,000 based on a review of the competitive market and in order to reflect the increase in his responsibilities following his appointment as Co-President of Athene USA.

Annual Incentive Awards

The NEO annual incentive awards in 2025 were based on a combination of corporate financial and operational goals for the NEOs, other than Mr. Belardi and Mr. Tanguy. For Mr. Belardi, the AGM Compensation Committee established that 25% of his target annual incentive RSU award would be based on a combination of such goals, while the remaining portion was based 25% on absolute and relative investment portfolio total return goals and 50% on the AGM Compensation Committee’s review of overall Company performance, as discussed in further detail below. The annual incentive awards for the participating NEOs, other than Mr. Belardi and Mr. Kvalheim, were also subject to adjustment by our executive committee or Mr. Kvalheim based on a review of the NEOs’ individual performance in 2025.

For 2025, the executive committee, in consultation with Mr. Belardi and AGM, established target incentive award opportunities of approximately 175%, 175%, 150%, and 148% of base salary for Mr. Brennan, Mr. Downing, Mr. Niemann and Mr. Klein, respectively, and the AGM Compensation Committee established a target incentive award opportunity of $1,850,000 for Mr. Belardi. Mr. Brennan’s target annual incentive opportunity was increased from 120% of base salary in 2024 to 175% of base salary in 2025 based on a review of the competitive market and in order to reflect the increase in his responsibilities following his appointment as Co-President of Athene USA. In connection with Mr. Kvalheim’s appointment as Chief Executive Officer in June 2025, the AGM Compensation Committee approved a target annual incentive bonus opportunity of $2,000,000 for him for 2025, payable in AGM RSUs that will vest in equal annual installments on December 31 of each of 2026, 2027 and 2028. Each participating NEO, other than Mr. Belardi, was eligible for a total annual incentive award payout ranging from 0% to 200% of such NEO’s target award opportunity. Mr. Belardi was eligible for a total annual incentive award that was subject to the same corporate objectives that applied to the other participating NEOs as well as absolute and relative investment portfolio total return performance goals and a review of overall Company performance, as described below.

The Company corporate performance measurements and 2025 performance and achievement with respect to these measurements as of the December 2025 performance determination date, are set forth below. For 2025, annual incentive award payouts were determined based on the executive committee’s evaluation of Company performance with respect to nine performance metrics relating to the Company’s business performance, strategic priorities, and talent and culture, as reflected in the table below. The targets for the corporate financial and operational measures were determined in relation to the Company’s internal business plan for the year. In establishing the 2025 annual incentive award program and determining payouts, the executive committee did not assign specific weightings to the performance metrics, but instead evaluated performance holistically.

Based on the Company’s 2025 performance against the corporate objectives described above, the executive committee approved an achievement level equal to 125% of the applicable target opportunity. Following a review of the individual performance of the NEOs, other than Mr. Belardi, the executive committee (or, with respect to Mr. Kvalheim, the AGM Compensation Committee) approved payouts equal to 125% of target for Mr. Kvalheim and 100% of target for each of Messrs. Brennan, Downing, Niemann and Klein. In addition, based on the Company’s strong performance in 2025, Messrs. Brennan, Downing and Niemann were granted additional AGM RSUs in February 2026, which are scheduled to vest over a three-year period, subject to the NEO’s continued employment through each applicable vesting date. The grant values for these additional AGM RSUs are as follows: $342,000 for Mr. Brennan; $342,000 for Mr. Downing; and $75,000 for Mr. Niemann.

Mr. Belardi

In December 2025, following a review of performance in 2025, the AGM Compensation Committee approved a payout of Mr. Belardi’s annual incentive award, resulting in the grant to Mr. Belardi of RSUs representing a target award level equal to 94% of target. The corporate objectives discussed above collectively comprised 25% of Mr. Belardi’s target annual incentive AGM RSU award, while the remaining portion was based 25% on absolute and relative investment portfolio total return performance goals and 50% on the AGM Compensation Committee’s review of overall Company performance. The first investment portfolio total return objective, weighted at 12.5%, compared the Company’s non-alternative investment performance to the Barclays US Aggregate Bond Index over a trailing 33-month period. The second investment portfolio total return performance objective, also weighted at 12.5%, compared the Company’s alternative investment performance relative to a 50-50 blended index of the S&P 500 and the BofA Merrill Lynch US High Yield Index over a 33-month period, subject to maintaining a minimum return on alternative investment performance since the inception of the Company.

The investment portfolio total return performance objectives are assessed based on a prescribed formula. For the investment portfolio total return performance objective based on the Company’s non-alternative investment performance, the AGM Compensation Committee compared the Company’s results of 5.84% for the 33-month period ending September 30, 2025 to 4.18% for the Barclays US Aggregate Bond Index, which pursuant to the formula resulted in a payout of 100% of the award for this objective. For the investment portfolio total return performance objective based on the Company’s alternative investment performance, the AGM Compensation Committee compared the Company’s results of 7.77% for the 33-month period ending September 30, 2025 to 15.80% for the 50-50 blended index described above, which pursuant to the formula resulted in no payout for this objective.

These annual incentive RSUs were granted in February 2026 and vest in two equal annual installments, consistent with past practice for Mr. Belardi.

Equity and Long-Term Incentive Awards

In 2025, AGM granted to each of the NEOs, other than Mr. Kvalheim, annual AGM RSU awards with the grant date fair values set forth in the table below, one-third of which vested on December 31, 2025 and the remaining two-thirds of which are scheduled to vest in equal installments on December 31 of each of 2026 and 2027, subject to the NEO’s continued employment through each applicable vesting date. In addition, in May 2025, Mr. Tanguy was granted an additional AGM RSU award based on a review of the competitive market. Mr. Kvalheim was not eligible for a long-term incentive award for 2025 following the 2023 redesign of his compensation, as previously disclosed. The value of the 2025 AGM RSUs for the participating NEOs, other than Mr. Belardi, was based on the Company’s internal compensation practices. The AGM Compensation Committee determined the value of the 2025 AGM RSU award for Mr. Belardi. The value of the 2025 annual AGM RSU award for Mr. Belardi was based on competitive market data, input from the AGM Compensation Committee’s compensation consultant, and AGM’s overall compensation philosophy.

2025 Summary Compensation Table

The following table provides information concerning compensation earned by our NEOs for 2025 and, to the extent required by applicable SEC compensation disclosure rules, 2024 and 2023.

2025 Grants of Plan-Based Awards Table

The following table provides information about awards granted to the participating NEOs in 2025: (1) the grant date; (2) the threshold, target and maximum estimated future payouts under annual incentive plan awards; (3) the number of AGM RSUs granted to the NEOs under AGM’s 2019 Omnibus Equity Incentive Plan or AGM’s 2019 Omnibus Equity Incentive Plan for Estate Planning Vehicles (together, the “2019 Omnibus Equity Incentive Plans”); and (4) the grant date fair value of the share awards, computed in accordance with applicable SEC rules. As described above, the AGM RSUs granted in February 2026 to Messrs. Belardi, Kvalheim and Tanguy in settlement of the 2025 annual incentive awards are excluded from the table below and will be reported in the 2026 Grants of Plan-Based Awards Table of next year’s Annual Report on Form 10-K in accordance with FASB ASC Topic 718. Similarly, the additional February 2026 AGM RSU awards granted to Messrs. Downing, Brennan and Niemann in recognition of 2025 performance are excluded from the table below and will be reported in the 2026 Grants of Plan-Based Awards Table of next year’s Annual Report on Form 10-K in accordance with FASB ASC Topic 718.

2025 Outstanding Equity Awards at Fiscal Year-End Table

The following table provides information on the holdings of the Company’s equity awards by the NEOs as of December 31, 2025. This table includes unexercised AGM Options and unvested AGM RSUs granted under AGM’s 2019 Omnibus Equity Incentive Plans. Each equity grant is shown separately for each NEO. The vesting schedule for each outstanding award is shown in the notes to this table.

2025 Option Exercises and Stock Vested Table

The following table provides information for the NEOs on the number of shares of AGM common stock acquired upon exercise of stock options and vesting of stock awards in 2025 and the value realized at such time, calculated based on the trading price of a share of AGM common stock on the first trading day prior to the applicable vesting date for stock or exercise date at time of transaction for options.

2025 Nonqualified Deferred Compensation Table

2025 Potential Payments Upon Termination or Change-in-Control at Fiscal Year-End

The information below describes and quantifies certain compensation that would have become payable under existing plans and arrangements if the NEO’s employment had terminated on December 31, 2025. These benefits are in addition to benefits available generally to salaried employees, such as distributions under our 401(k) Plan, disability benefits and accrued vacation pay. Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed below, any amounts actually paid or distributed may be different. Factors that could affect these amounts include the time during the year of any such event and the executive’s age.

Equity Awards

Pursuant to Mr. Belardi’s employment agreement, in the event that Mr. Belardi experiences an Involuntary Termination, (i) any outstanding and unvested profits units that are held by Mr. Belardi that are subject to time-vesting and scheduled to vest during the one-year period following his termination will immediately vest, and (ii) any outstanding and unvested equity awards granted to Mr. Belardi as a component of an incentive bonus (Bonus Equity Awards) will immediately vest (based on target performance with respect to any performance-vesting awards). Under the terms of Mr. Belardi’s employment agreement, the value of the accelerated vesting of his Bonus Equity Awards in accordance with the foregoing would equal$452,085, assuming a December 31, 2025 termination of employment. Mr. Belardi did not have any outstanding and unvested profits units as of December 31, 2025.

The following table prov ides the cumulative intrinsic value (that is, the value based upon the share price of AGM common stock as of December 31,2025 which was $144.76)of all equity awards that would vest if (1) the NEO terminated employment as a result of death or disability as of December 31, 2025, (2) the NEO was terminated without cause or terminated employment for good reason as of December 31, 2025, (3) the NEO was terminated without cause or terminated employment for good reason within 18 months following a change in control of the Company as of December 31, 2025, or (4) there was a sale of the Company or change in control as of December 31, 2025.

2025 Potential Equity Benefits Upon Change in Control and Termination Table 1

Termination Payments and Benefits

Our NEOs other than Mr. Tanguy would be eligible for benefits under the Athene USA Corporation Severance Pay Plan, which covers our US full-time employees, if they are involuntarily terminated without cause, and provided they release the Company from any and all claims and, in some instances, agree to non-compete/non-solicit covenants. In general, eligible employees receive two weeks of their annual base salary for each completed year of service. The minimum benefits payable under this plan are four weeks of annual base salary; and the maximum benefits payable under this plan are 26 weeks of annual base salary. In the event that an NEO is notified by us that he is required to comply with a post-separation non-compete covenant for a period longer than the number of weeks of annual base salary to which the NEO is entitled based on his years of service, then the amount of the NEO’s severance benefit will be increased to an amount equal to annual base salary for the same number of weeks as the duration of the non-compete covenant. However, except for Mr. Belardi, in accordance with his employment agreement, in no event will an NEO receive more than two times his annual base salary received during the year immediately preceding the year of termination. In its sole discretion, the Company may determine to pay a pro-rated bonus to the involuntarily terminated executive, as approved by our executive committee. The amount reflected in the table below for Mr. Belardi represents payments and benefits to which he may become entitled pursuant to his arrangements with Athene. As described in footnote 2 below, Mr. Belardi is also entitled to an amount in redemption of his ISG partnership interest in connection with certain terminations of his employment.

Klein Letter Agreement

Under the terms of the Klein Letter Agreement, due to Mr. Klein’s continued service with the Company through December 31, 2025 and subject to his execution and non-revocation of the Company’s standard release of claims in favor of the Company and its affiliates and his continued compliance with the terms of the awards and restrictive covenants in favor of the Company, Mr. Klein is eligible for continued vesting and settlement of his outstanding performance fee program awards for the 2024 and 2025 performance years (with such amounts reflected in the 2025 Summary Compensation Table based on his service through December 31, 2025) and his outstanding equity awards, as if he had remained employed with the Company through the last scheduled vesting date for each applicable award (estimated value of the equity awards, based on the share price of AGM common stock as of December 31, 2025 of $144.76, is $1,475,828).

CEO Pay Ratio

We believe our CEO to median employee pay ratio is a reasonable estimate calculated in accordance with Item 402(u) of Regulation S-K and applicable SEC guidance. SEC rules for identifying the median employee and calculating the pay ratio allow companies to apply various methodologies and assumptions and, as a result, the pay ratio reported by us may not be comparable to the pay ratio reported by other companies.

We believe that there have been no significant changes to our employee population or employee compensation arrangements during 2025 that would significantly impact the pay ratio disclosure. Therefore, as permitted by the SEC executive compensation disclosure rules, we are using the same median employee for purposes of disclosing our 2025 pay ratio as was used for the 2024 pay ratio. We identified the median employee in 2024 by examining the total cash compensation for all employees, excluding our CEO, for the period from January 1, 2024 to December 31, 2024, who were employed by us as of December 31, 2024. We included all employees, whether employed on a full-time, part-time, or seasonal basis. In the US, we distinguished employees versus independent contractors based on the methodology we use for payroll purposes, which is based on IRS guidance. For non-US employees, we classified persons as our employees if we were the employer of record. Employees on leave of absence were included in the employee headcount. In identifying the median employee, we used total cash compensation, consisting of base salary plus target level bonus or variable sales-related compensation, as the consistently applied compensation measure. We believe the use of total cash compensation as the consistently applied compensation measure is reasonable because cash compensation represents the principal form of compensation that we use as we do not widely distribute annual equity awards to employees.

We did not make any assumptions, adjustments, or estimates with respect to total cash compensation, except that for any employee as of December 31, 2024 who was employed by us for only a portion of the period from January 1, 2024 to December 31, 2024, we adjusted their compensation as if the employee was employed for the entire period. We applied a US dollar exchange rate as of December 31, 2024 to any compensation paid in non-US currency.

In accordance with Item 402(u) of Regulation S-K, after identifying the median employee, we calculated annual total compensation for such employee using the same methodology we use for our NEOs as set forth in the 2025 Summary Compensation Table. However, we used a different measurement of compensation to identify the median employee than we did for calculating the total compensation set forth in the 2025 Summary Compensation Table. Among other things, the 2025 Summary Compensation Table includes in compensation the value of equity awards.

For 2025,

•The annual total compensation of the median employee of the Company (other than Mr. Kvalheim) (the Median Employee) was $97,044.

•Mr. Kvalheim’s annual total compensation, as reported in the Total column of the 2025 Summary Compensation Table, was $1,529,960. While Mr. Kvalheim’s appointment as Chief Executive Officer was not effective until July 1, 2025, we have not annualized his base salary, annual incentive payment or the amounts of his perquisites and other personal benefits as such amounts were not impacted by Mr. Kvalheim’s mid-year appointment to the Chief Executive Officer position.

Based on this information, the ratio of the annual total compensation of Mr. Kvalheim to the annual total compensation of the Median Employee is estimated to be 16 to 1.

Director Compensation

Neither Mr. Kvalheim, Mr. Belardi, nor any Apollo director, other than Dr. Puffer, who is not an employee of Apollo but acts as a consultant to Apollo and its affiliates, receive any additional compensation for serving as a director. For 2025, each of our other directors was eligible to receive annual compensation, all of which was paid in cash. No fees were paid specifically for attending regular board or committee meetings. In light of the workload and broad responsibilities of the lead director, the lead director received additional annual compensation, payable in cash. Further, the chairpersons and non-chair members of the standing committees of the board of directors were entitled to receive additional cash retainers each year. A member of a committee who was also the chair of that committee received only the committee chair fee.

In addition, Mses. Taitz and Hormozi and Mr. Ruisi each served as a director on the boards of one or more of our subsidiaries, for which they each received separate compensation.

Furthermore, Mr. Beilinson served on a special committee, for which he received separate compensation. The board of directors forms special committees from time to time to evaluate and provide recommendations to the board on potential significant transactions, including transactions involving Apollo that are outside the ordinary responsibilities of the conflicts committee. Due to the extensive demands on special committee members as a result of the conflicts involved and the complexity of the underlying transactions, the board has approved certain fixed fees to compensate special committee members for their additional service to the Company. As noted above, on August 5, 2025, the board of directors approved a restructuring of its governance framework to eliminate the conflicts committee and to delegate the responsibilities previously assigned to that committee to the audit committee.

None of our non-employee directors held any outstanding equity awards as of December 31, 2025.

The table below indicates the elements and total value of cash compensation granted to each eligible director for services performed in 2025. Messrs. Belardi, Ignaschenko, Kvalheim, Rowan, and Sheth did not receive any additional compensation for their service on the board of directors in 2025. Messrs. Beilinson, Leach and Swann and Ms. Hormozi also serve on the AGM board of directors and received additional compensation for such service in 2025. As these services were not performed for Athene, the compensation for such services has been excluded from the table below.

2025 Director Compensation Table