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Athene Holding Ltd.

For the period ended Dec 31, 2025. Filed Feb 25, 2026.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 25, 2026

ATHS$23.15-1.5%Stored close · as of Nov 10, 2026

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Contents

Item 15. Exhibits, Financial Statement Schedules

The following documents are filed as part of this report:

1.Financial Statements—Item 8. Financial Statements and Supplementary Data110
2.Financial Statement Schedules
Schedule I—Summary of Investments Other Than Investments in Related Parties as of December 31, 2025223
Schedule II—Condensed Financial Information of Registrant (Parent Company Only)224
Schedule II—Balance Sheets as of December 31, 2025 and 2024224
Schedule II—Statements of Income and Comprehensive Income for the years ended December 31, 2025, 2024 and 2023225
Schedule II—Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023226
Schedule II—Notes to Condensed Financial Information of Registrant for the years ended December 31, 2025, 2024 and 2023227
Schedule III—Supplementary Insurance Information for the years ended December 31, 2025, 2024 and 2023228
Schedule IV—Reinsurance for the years ended December 31, 2025, 2024 and 2023229
Schedule V—Valuation and Qualifying Accounts for the years ended December 31, 2025, 2024 and 2023230
Any remaining schedules are omitted because they are inapplicable.
3.Exhibits
See the accompanying Exhibit Index.231

Schedule I — Summary of Investments — Other Than Investments in Related Parties

December 31, 2025
(In millions) · Cost or Amortized Cost · Fair Value · Amount Shown on Consolidated Balance Sheet
AFS securities
US government and agencies$18,008$16,898$16,898
US state, municipal and political subdivisions954759759
Foreign governments2,2251,6591,659
Public utilities18,01316,57316,573
Redeemable preferred stock1,1151,1151,115
Other corporate78,01271,70971,709
Convertibles and bonds with warrants attached263434
CLO25,73026,27226,272
ABS35,27535,46235,462
CMBS13,35113,08413,084
RMBS9,4079,0329,032
Trading securities6,5306,4096,409
Total fixed maturity securities208,646199,006199,006
Equity securities
Public utilities242121
Industrial, miscellaneous and all other common stock988
Nonredeemable preferred stocks840793793
Total equity securities873822822
Mortgage loans92,72191,918
Investment funds108108
Policy loans301301
Funds withheld at interest15,41315,413
Derivative assets9,1909,190
Short-term investments175175
Other investments4,1484,148
Total investments$331,575$321,081

Schedule II — Condensed Financial Information of Registrant (Parent Company Only) — Balance Sheets

December 31,
(In millions, except share and per share data)20252024
Assets
Investments, at fair value$8$123
Cash and cash equivalents943807
Investments in related parties, at fair value1,5151,330
Other assets (related party: 2025 – $245 and 2024 – $153)422433
Notes and other receivables from subsidiaries33546
Investments in subsidiaries27,49021,750
Total assets$30,713$24,489
Liabilities and Equity
Liabilities
Debt$7,848$6,309
Other liabilities (related party: 2025 – $6 and 2024 – $58)130236
Notes and other payables to subsidiaries2,2431,584
Total liabilities10,2218,129
Equity
Preferred stock
Series A – par value $1 per share; $863 aggregate liquidation preference; issued and outstanding shares: 2025 and 2024 – 34,500——
Series B – par value $1 per share; $345 aggregate liquidation preference; issued and outstanding shares: 2025 and 2024 – 13,800——
Series C – par value $1 per share; $600 aggregate liquidation preference; issued and outstanding shares: 2025 – 0 and 2024 –24,000——
Series D – par value $1 per share; $575 aggregate liquidation preference; issued and outstanding shares: 2025 and 2024 – 23,000——
Series E – par value $1 per share; $500 aggregate liquidation preference; issued and outstanding shares: 2025 and 2024 – 20,000——
Common stock – par value $0.001 per share; issued and outstanding shares: 2025 – 203,805 and 2024 – 203,805,432——
Additional paid-in capital19,23819,588
Retained earnings3,8952,237
Accumulated other comprehensive loss(2,641)(5,465)
Total Athene Holding Ltd. stockholders’ equity20,49216,360
Total liabilities and equity$30,713$24,489

Schedule II — Condensed Financial Information of Registrant (Parent Company Only)

Statements of Income and Comprehensive Income

Years ended December 31,
(In millions)202520242023
Revenue
Net investment income (loss) (related party: 2025 – $189, 2024 – $(80) and 2023 – $85)$223$(29)$103
Investment related gains (losses)(125)69—
Other revenues—12
Total revenues9841105
Benefits and Expenses
Operating expenses (related party: 2025 – $151, 2024 – $127 and 2023 – $106)599459345
Total benefits and expenses599459345
Loss before income taxes and equity earnings in subsidiaries(501)(418)(240)
Income tax benefit(54)(70)(36)
Equity earnings in subsidiaries3,1583,8094,869
Net income available to Athene Holding Ltd. stockholders2,7113,4614,665
Less: Preferred stock dividends161181181
Add: Preferred stock redemption84——
Net income available to Athene Holding Ltd. common stockholder$2,634$3,280$4,484
Net income available to Athene Holding Ltd. stockholders$2,711$3,461$4,665
Other comprehensive income attributable to Athene Holding Ltd. stockholders2,8241041,749
Comprehensive income attributable to Athene Holding Ltd. stockholders$5,535$3,565$6,414

Schedule II — Condensed Financial Information of Registrant (Parent Company Only) — Statements of Cash Flows

Years ended December 31,
(In millions)202520242023
Net cash provided by (used in) operating activities$61$(336)$(326)
Cash flows from investing activities
Sales, maturities and repayments of investments60423
Purchases of investments (related party: 2025 – $(26), 2024 – $(205) and 2023 – $(8))(48)(891)(8)
Capital contributions to subsidiaries(400)(541)(335)
Receipts on loans to subsidiaries and parent—824
Issuances of loans to subsidiaries and parent(353)(411)(103)
Other investing activities, net(61)(2)(19)
Net cash used in investing activities(802)(1,795)(438)
Cash flows from financing activities
Proceeds from debt1,5912,169589
Proceeds from notes payable to subsidiaries1,2361,5511,135
Repayment of notes payable to subsidiaries(578)(475)(1,545)
Capital contributions from parent238—1,250
Preferred stock dividends(161)(226)(136)
Common stock dividends(752)(452)(938)
Redemption of preferred stock(600)——
Other financing activities, net(97)45(6)
Net cash provided by financing activities8772,612349
Net increase (decrease) in cash and cash equivalents136481(415)
Cash and cash equivalents at beginning of year807326741
Cash and cash equivalents at end of year$943$807$326
Supplementary information
Cash paid for interest$435$239$139
Non-cash transactions
Investments distributed as capital contributions to subsidiaries—693—
Investments distributed as common stock dividends—499—
Investments transferred to subsidiary for settlement of loans—429—

Schedule II — Condensed Financial Information of Registrant (Parent Company Only)

Notes to Condensed Financial Information of Registrant

  1. Basis of Presentation

The accompanying condensed financial statements of Athene Holding Ltd. (AHL) should be read in conjunction with the consolidated financial statements and notes of AHL and its subsidiaries (consolidated financial statements).

For purposes of these condensed financial statements, AHL’s wholly owned and majority owned subsidiaries are presented under the equity method of accounting. Under this method, the assets and liabilities of subsidiaries are not consolidated. The investments in subsidiaries are recorded on the condensed balance sheets. The income from subsidiaries is reported on a net basis as equity earnings of subsidiaries on the condensed statements of income.

  1. Intercompany Transactions

Unsecured Revolving Notes Receivable—AHL has unsecured revolving notes receivable from subsidiaries Athene USA Corporation (AUSA), Athene Life Re Ltd. (ALRe) and Athene Life Re International Ltd. (ALReI).

The unsecured revolving note receivable from AUSA has a borrowing capacity of $500 million and had an outstanding balance of $300 million and $0 million as of December 31, 2025 and 2024, respectively. Interest accrues at a fixed rate of 4.08% per year, and the balance is due on July 1, 2031, or earlier at AHL’s request.

The unsecured revolving note receivable from ALRe has a borrowing capacity of $4 billion and hadno outstanding balance as of December 31, 2025 and 2024. Interest accrues at a fixed rate of 2.29% and has a maturity date of December 15, 2028, or earlier at AHL’s request.

The unsecured revolving note receivable from ALReI has a borrowing capacity of $100 million and hadno outstanding balance as of December 31, 2025 and 2024. Interest accrues at the US mid-term applicable federal rate per year and has a maturity date of July 1, 2028, or earlier at AHL’s request.

Unsecured Revolving Notes Payable—In addition to the unsecured revolving notes receivable described above, AHL has unsecured revolving notes payable with AUSA and ALRe.

The unsecured revolving note payable to AUSA permits AHL to borrow up to $500 million with a fixed interest rate of 4.08% and a maturity date of July 1, 2031. As of December 31, 2025 and 2024, the revolving note payable had an outstanding balance of $18 million and $18 million, respectively.

The unsecured revolving note payable to ALRe permits AHL to borrow up to $4 billion with a fixed interest rate of 2.29% and a maturity date of December 15, 2028. As of December 31, 2025 and 2024, the revolving note payable had an outstanding balance of $2,220 million and $1,562 million, respectively.

  1. Debt and Guarantees

AHL has entered into a capital maintenance agreement with Athene Annuity and Life Company (AAIA), pursuant to which AHL agrees to provide capital to AAIA to the extent that its capital falls below a specified threshold as set with its domestic regulator. In addition, AHL entered into a capital maintenance agreement with its indirect subsidiary Athene London Assignment Corporation (Athene London) pursuant to which AHL agreed to contribute cash, cash equivalents, marketable securities or other liquid assets so as to maintain capital in Athene London to ensure that it has the necessary funds to timely satisfy any obligations it has under any assumed settlement agreement. AHL does not anticipate making any capital infusions in Athene London pursuant to the capital maintenance agreement.

AHL also has two assignment entities: Athene Qualified Assignment Corporation and Athene Structured Assignment Corporation. These entities assume future payment obligations to claimants in connection with structured settlements. AHL has entered into guarantee agreements with each of these entities to make payments to structured settlement clients in the event that the assignment entities default on their obligations.

See Note 11 – Debt and Note 16 – Commitments and Contingencies to the consolidated financial statements for additional information on AHL debt and guarantees.

  1. Dividends, Return of Capital and Capital Contributions

During the year ended December 31, 2025, AHL received $650 million of dividends from subsidiaries. AHL received no dividends from subsidiaries for the years ended December 31, 2024 and 2023. During the years ended December 31, 2025, 2024 and 2023, AHL contributed $400 million, $1,234 million and $335 million, respectively, to subsidiaries. See Note 14 – Statutory Requirements to the consolidated financial statements for additional information on subsidiary dividend restrictions.

Schedule III — Supplementary Insurance Information

(In millions)DAC, DSI and VOBAFuture policy benefits, losses, claims and loss expenses1Other policy claims and benefits payable2PremiumsNet investment incomeBenefits, claims, losses and settlement expenses3Amortization of DAC, DSI and VOBAPolicy and other operating expenses
Total$8,634$371,083$121$2,628$17,847$16,974$1,242$2,354
Total$7,173$307,567$107$1,318$14,481$11,901$941$2,213
Total$5,979$261,708$98$12,749$11,130$21,067$688$1,848
1 Represents interest sensitive contract liabilities, future policy benefits and market risk benefits on the consolidated balance sheets.
2 Included in other liabilities on the consolidated balance sheets.
3 Represents interest sensitive contract benefits, future policy and other policy benefits and market risk benefits remeasurement (gains) losses on the consolidated statements of income.

Schedule IV — Reinsurance

(In millions, except percentages)Gross amountCeded to other companiesAssumed from other companiesNet amountPercentage of amount assumed to net
Life insurance in force at end of year$18,975$29,439$16,163$5,699283.6%
Premiums1,054871,6612,62863.2%
Life insurance in force at end of year20,80124,2557,1013,647194.7%
Premiums1,089843131,31823.7%
Life insurance in force at end of year22,70827,1078,2423,843214.5%
Premiums10,525892,31312,74918.1%

Schedule V — Valuation and Qualifying Accounts

(In millions)Additions
DescriptionBalance at beginning of yearCharged to costs and expensesAssumed through acquisitionsDeductionsBalance at end of year
Reserves deducted from assets to which they apply
Valuation allowance on deferred tax assets$48$149$—$—$197
Valuation allowance on deferred tax assets2523——48
Valuation allowance on deferred tax assets105148—(228)25

EXHIBIT INDEX

Exhibit No.Description
3.1.1Certificate of Incorporation of Athene Holding Ltd. (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on January 2, 2024).
3.1.2Certificate of Change of Registered Agent and/or Registered Office, dated as of August 26, 2024 (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on September 6, 2024).
3.1.3Certificate of Elimination of the 6.375% Fixed-Rate Reset Perpetual Non-Cumulative Preferred Stock, Series C of Athene Holding Ltd. (incorporated by reference to the Exhibit 3.1 to the Form 8-K filed on July 1, 2025).
3.1.4Certificate of Amendment to the Certificate of Incorporation of Athene Holding Ltd. (incorporated by reference to the Form 10-Q filed on August 7, 2025).
3.2Amended and Restated Bylaws of Athene Holding Ltd. (incorporated by reference to the Form 10-Q filed on August 7, 2025).
4.1.1Indenture for Debt Securities, dated as of January 12, 2018, by and between Athene Holding Ltd. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on January 12, 2018).
4.1.2.1First Supplemental Indenture, dated January 12, 2018, by and between Athene Holding Ltd. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Form 8-K filed on January 12, 2018).
4.1.2.2Form of 4.125% Senior Notes due 2018 (included in Exhibit 4.2 to the Form 8-K filed on January 12, 2018, which is incorporated by reference).
4.1.3.1Second Supplemental Indenture, dated April 3, 2020, between Athene Holding Ltd. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Form 8-K filed on April 6, 2020).
4.1.3.2Form of 6.150% Senior Notes due 2030 (incorporated by reference to Exhibit 4.3 to the Form 8-K filed on April 6, 2020).
4.1.4.1Third Supplemental Indenture, dated October 8, 2020, by and between Athene Holding Ltd. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 of the Form 8-K filed on October 8, 2020).
4.1.4.2Form of 3.500% Senior Notes due 2031 (included in Exhibit 4.2 to the Form 8-K filed on October 8, 2020, which is incorporated by reference).
4.1.5.1Fourth Supplemental Indenture, dated May 25, 2021, by and between Athene Holding Ltd. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Form 8-K filed on May 25, 2021).
4.1.5.2Form of 3.950% Senior Notes due 2051 (included in Exhibit 4.2 to the Form 8-K filed on May 25, 2021, which is incorporated by reference).
4.1.6.1Fifth Supplemental Indenture, dated December 13, 2021, by and between Athene Holding Ltd. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Form 8-K filed on December 13, 2021).
4.1.6.2Form of 3.450% Senior Notes due 2052 (included in Exhibit 4.2 to the Form 8-K filed on December 13, 2021, which is incorporated by reference).
4.1.7.1Sixth Supplemental Indenture, dated November 21, 2022, by and between Athene Holding Ltd. and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Form 8-K filed on November 21, 2022).
4.1.7.2Form of 6.650% Senior Notes due 2033 (included in Exhibit 4.2 to the Form 8-K filed on November 21, 2022, which is incorporated by reference).
4.1.8.1Seventh Supplemental Indenture, dated December 12, 2023, by and between Athene Holding Ltd. and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2) to the Form 8-K filed on December 12, 2023).
4.1.8.2Form of 5.875% Senior Notes due 2034 (included in Exhibit 4.2 to the Form 8-K filed on December 12, 2023, which is incorporated by reference).
4.1.9Eighth Supplemental Indenture, dated December 31, 2023 between Athene Holding Ltd., a corporation organized in the State of Delaware (as successor to Athene Holding Ltd., a Bermuda exempted), and U.S. Bank Trust Company, National Association (as successor in interest to the U.S. Bank National Association), as trustee (incorporated by reference to Exhibit 4.2 to the Form 8-K filed on January 2, 2024).
4.1.10.1Ninth Supplemental Indenture, dated March 22, 2024, by and between Athene Holding Ltd. and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.3 to the Form 8-K filed on March 22, 2024).
4.1.10.2Form of 6.250% Senior Notes due 2054 (included in Exhibit 4.3 to the Form 8-K filed on March 22, 2024, which is incorporated by reference).
4.1.11.1Tenth Supplemental Indenture, dated May 19, 2025, by and between Athene Holding Ltd. and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.3 to the Form 8-K filed on May 19, 2025).
4.1.11.2Form of 6.625% Senior Notes due 2055 (included in Exhibit 4.3 to the Form 8-K filed on May 19, 2025, which is incorporated by reference).
4.2.1Indenture for Subordinated Debt Securities, dated March 7, 2024, by and between Athene Holding Ltd., and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on March 7, 2024).
4.2.2.1First Supplemental Indenture, dated March 7, 2024, by and between Athene Holding Ltd., and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Form 8-K filed on March 7, 2024).
4.2.2.2Form of 7.250% Fixed-Rate Reset Junior Subordinated Debentures due 2064 (included in Exhibit 4.2 to the Form 8-K filed on March 7, 2024, which is incorporated by reference).
4.2.3.1Second Supplemental Indenture, dated October 10, 2024, by and between Athene Holding Ltd. and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Form 8-K filed on October 10, 2024).
4.2.3.2Form of 6.625% Junior Subordinated Debentures due 2054 (included in Exhibit 4.2 to the Form 8-K filed on October 10, 2024, which is incorporated by reference).
4.2.4.1Third Supplemental Indenture, dated June 27, 2025, by and between Athene Holding Ltd. and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Form 8-K filed on July 1, 2025).
4.2.4.2Form of 6.875% Junior Subordinated Debentures due 2055 (included in Exhibit 4.2 to the Form 8-K filed on July 1, 2025, which is incorporated by reference).
4.3.1Certificate of Designations of 6.35% Fixed-to-Floating Rate Perpetual Non-Cumulative Preferred Stock, Series A (incorporated by reference to Exhibit 4.3 to the Form 8-K filed on January 2, 2024).
4.3.2Form of Share Certificate evidencing 6.35% Fixed-to-Floating Rate Perpetual Non-Cumulative Preferred Stock, Series A (incorporated by reference to Exhibit 4.4 to the Form 8-K filed on January 2, 2024).
Exhibit No.Description
4.3.3Deposit Agreement, dated June 10, 2019, between Athene Holding Ltd., Computershare Inc. and Computershare Trust Company, N.A., collectively, and the holders from time to time of the Depositary Receipts (incorporated by reference to Exhibit 4.3 to the Form 8-K filed on June 10, 2019 dated June 5, 2019).
4.3.4Amendment No. 1 to Series A Deposit Agreement, dated December 31, 2023, between Athene Holding Ltd., Computershare Inc. and Computershare Trust Company, N.A. collectively, and the holders from time to time of the Depositary Receipts (incorporated by reference to Exhibit 4.5 to the Form 8-K filed on January 2, 2024).
4.3.5Form of Series A Depositary Receipt (included in Exhibit 4.5 to the Form 8-K filed on January 2, 2024, which is incorporated by reference).
4.4.1Certificate of Designations of 5.625% Fixed Rate Perpetual Non-Cumulative Preferred Stock, Series B (incorporated by reference to Exhibit 4.7 to the Form 8-K filed on January 2, 2024).
4.4.2Form of Share Certificate evidencing 5.625% Fixed Rate Perpetual Non-Cumulative Preferred Stock, Series B (incorporated by reference to Exhibit 4.8 to the Form 8-K filed on January 2, 2024).
4.4.3Deposit Agreement, dated September 19, 2019, between Athene Holding Ltd., Computershare Inc. and Computershare Trust Company, N.A., collectively, and the holders from time to time of the Depositary Receipts (incorporated by reference to Exhibit 4.3 to the Form 8-K filed on September 19, 2019).
4.4.4Amendment No. 1 to Series B Deposit Agreement, dated December 31, 2023, between Athene Holding Ltd., Computershare Inc. and Computershare Trust Company, N.A. collectively, and the holders from time to time of the Depositary Receipts (incorporated by reference to Exhibit 4.9 to the Form 8-K filed on January 2, 2024).
4.4.5Form of Series B Depositary Receipt (included in Exhibit 4.9 to the Form 8-K filed on January 2, 2024, which is incorporated by reference).
4.6.1Certificate of Designations of 4.875% Fixed-Rate Perpetual Non-Cumulative Preferred Stock, Series D (incorporated by reference to Exhibit 4.15 to the Form 8-K filed on January 2, 2024).
4.6.2Form of Share Certificate evidencing 4.875% Fixed-Rate Perpetual Non-Cumulative Preferred Stock, Series D (incorporated by reference to Exhibit 4.16 to the Form 8-K filed on January 2, 2024).
4.6.3Deposit Agreement, dated December 18, 2020, between Athene Holding Ltd., Computershare Inc. and Computershare Trust Company, N.A., collectively, and the holders from time to time of the Depositary Receipts (incorporated by reference to Exhibit 4.3 to the Form 8-K filed on December 18, 2020).
4.6.4Amendment No. 1 to Series D Deposit Agreement, dated December 31, 2023, between Athene Holding Ltd., Computershare Inc. and Computershare Trust Company, N.A., collectively, and the holders from time to time of the Depositary Receipts (incorporated by reference to Exhibit 4.17 to the Form 8-K filed on January 2, 2024).
4.6.5Form of Series D Depositary Receipt (included in Exhibit 4.17 to the Form 8-K filed on January 2, 2024, which is incorporated by reference)
4.7.1Certificate of Designations of 7.750% Fixed-Rate Reset Perpetual Non-Cumulative Preferred Stock, Series E (incorporated by reference to Exhibit 4.19 to the Form 8-K filed on January 2, 2024).
4.7.2Form of Share Certificate evidencing 7.750% Fixed-Rate Reset Perpetual Non-Cumulative Preferred Stock, Series E (incorporated by reference to Exhibit 4.20 to the Form 8-K filed on January 2, 2024).
4.7.3Deposit Agreement, dated December 12, 2022, between Athene Holding Ltd., Computershare Inc., and Computershare Trust Company, N.A., collectively, and the holders from time to time of the Depositary Receipts (incorporated by reference to Exhibit 4.3 to the Form 8-K filed on December 12, 2022).
4.7.4Amendment No. 1 to Series E Deposit Agreement, dated December 31, 2023, between Athene Holding Ltd., Computershare Inc. and Computershare Trust Company, N.A. collectively, and the holders from time to time of the Depositary Receipts (incorporated by reference to Exhibit 4.21 to the Form 8-K filed on January 2, 2024).
4.7.5Form of Series E Depositary Receipt (included in Exhibit 4.21 to the Form 8-K filed on January 2, 2024, which is incorporated by reference)
4.8Description of Securities.
10.1Credit Agreement, dated as of June 30, 2023, among Athene Holding Ltd., Athene Life Re Ltd., Athene USA Corporation and Athene Annuity Re Ltd., as borrowers, the lenders from time to time party thereto, and Citibank, N.A., as administrative agent (incorporated by reference to Exhibit 10.3 to the Form 10-Q filed on August 7, 2023).
10.2Guaranty, dated as of June 30, 2023, among Athene Holding Ltd., Athene Life Re Ltd., Athene USA Corporation and Athene Annuity Re Ltd., as guarantors, and Citibank, N.A., as administrative agent (incorporated by reference to Exhibit 10.4 to the Form 10-Q filed on August 7, 2023).
10.3Credit Agreement, dated as of June 27, 2025, among Athene Holding Ltd., Athene Annuity Re Ltd., Athene Life Re Ltd., and Athene Annuity and Life Company as borrowers, the lenders from time to time party hereto, and Wells Fargo Bank, National Association, as administrative agent (incorporated by reference to Exhibit 10.1 to the Form 10-Q filed on August 7, 2025).
10.4Guaranty, dated June 27, 2025, among Athene Annuity Re Ltd., as guarantor, and Wells Fargo Bank, National Association, as administrative agent (incorporated by reference to Exhibit 10.2 to the Form 10-Q filed on August 7, 2025).
10.5Ninth Amended and Restated Fee Agreement, dated as of December 31, 2023, between Apollo Insurance Solutions Group LP and Athene Holding Ltd. (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on January 2, 2024).
10.6Applicable 2016 Liability Fee Discount, effective as of September 30, 2016, between Athene Asset Management, L.P. and Athene Holding Ltd. (incorporated by reference to Exhibit 10.7.2 to the Form S-1 filed on October 25, 2016).
10.7Second Amended and Restated Master Sub-Advisory Agreement, effective as of October 1, 2019, among Athene Asset Management LLC, Apollo Capital Management, L.P., Apollo Global Real Estate Management, L.P., ARM Manager LLC, Apollo Longevity, LLC and Apollo Emerging Markets, LLC (incorporated by reference to Exhibit 10.30.1 to the Form 10-K filed on February 20, 2020).
10.8Third Amended and Restated Master Sub-Advisory Agreement, effective as of October 1, 2019, among Athene Asset Management LLC, Apollo Capital Management, L.P., Apollo Global Real Estate Management, L.P., ARM Manager LLC, Apollo Longevity, LLC, Apollo Royalties Management, LLC and Apollo Emerging Markets, LLC (incorporated by reference to Exhibit 10.30.2 to the Form 10-K filed on February 20, 2020).
Exhibit No.Description
10.9Third Amended and Restated Master Sub-Advisory Agreement, effective as of October 1, 2019, among Athene Asset Management LLC, Apollo Capital Management, L.P., Apollo Global Real Estate Management, L.P., ARM Manager LLC, Apollo Longevity, LLC and Apollo Emerging Markets, LLC (incorporated by reference to Exhibit 10.30.3 to the Form 10-K filed on February 20, 2020).
10.11.1Reinsurance agreement (FA Business), effective as of June 1, 2018, between Athene Annuity & Life Assurance Company and Voya Insurance and Annuity Company (incorporated by reference to Exhibit 10.1 to the Form 10-Q filed on August 3, 2018).
10.11.2First Amendment to Reinsurance Agreement (FA Business), effective as of July 1, 2018, between Athene Annuity & Life Assurance Company and Voya Insurance and Annuity Company (incorporated by reference to Exhibit 10.32.2 to the Form 10-K filed on February 20, 2020).
10.11.3Partial Recapture Amendment to Reinsurance Agreement (FA Business), effective as of July 1, 2023, between Athene Annuity & Life Assurance Company and Voya Insurance and Annuity Company (incorporated by reference to Exhibit 10.10.3 to the Form 10-K filed on February 27, 2024).
10.11.4Amendment to Reinsurance Agreement (FA Business), effective as of October 11, 2024, between Athene Annuity and Life Company (f/k/a Athene Annuity & Life Assurance Company) and Venerable Insurance and Annuity Company (f/k/a Voya Insurance and Annuity Company) (incorporated by reference to Exhibit 10.11.4 to the Form 10-K filed on February 24, 2025).
10.12.1Modified coinsurance agreement (Separate Account FA Business), effective as of June 1, 2018, between Athene Annuity & Life Assurance Company and Voya Insurance and Annuity Company (incorporated by reference to Exhibit 10.2 to the Form 10-Q filed on August 3, 2018).
10.12.2First Amendment to Modified Coinsurance Agreement (Separate Account FA Business), effective as of June 1, 2018, between Athene Annuity & Life Assurance Company and Voya Insurance and Annuity Company (incorporated by reference to Exhibit 10.33.2 to the form 10-K filed on February 20, 2020).
10.12.3Amendment to Modified Coinsurance Agreement (Separate Account FA Business), effective as of October 11, 2024, between Athene Annuity and Life Company (f/k/a Athene Annuity & Life Assurance Company) and Venerable Insurance and Annuity Company (f/k/a Voya Insurance and Annuity Company) (incorporated by reference to Exhibit 10.12.3 to the Form 10-K filed on February 24, 2025).
10.13.1Modified coinsurance agreement (FA Business), effective as of December 31, 2019, between Athene Annuity Re Ltd. and Venerable Insurance and Annuity Company (incorporated by reference to Exhibit 10.34 to the form 10-K filed on February 20, 2020).
10.13.2Partial Recapture Amendment to the Modified Coinsurance Agreement (FA Business), effective as of July 1, 2023, between Athene Annuity Re Ltd. and Voya Insurance and Annuity Company (incorporated by reference to Exhibit 10.12.2 to the Form 10-K filed on February 27, 2024).
10.14.1Coinsurance Agreement, dated as of June 18, 2020, between Jackson National Life Insurance Company and Athene Life Re Ltd. (incorporated by reference to Exhibit 10.1 to the Form 10-Q filed on August 5, 2020).
10.14.2Amendment No. 1 to Coinsurance Agreement, dated September 30, 2020, between Jackson National Life Insurance Company and Athene Life Re Ltd. (incorporated by reference to Exhibit 10.2 to the Form 10-Q filed on November 3, 2020).
10.15Amended and Restated Master Framework Agreement, dated as of December 31, 2021, by and between Athene Co-Invest Reinsurance Affiliate 1A Ltd. and Athene Life Re Ltd. (incorporated by reference to Exhibit 10.24 to Form 10-K filed on February 25, 2022).
10.16.1Amended and Restated Shareholders Agreement, dated as of December 31, 2021, by and among Athene Co-Invest Reinsurance Affiliate Holding Ltd., Athene Co-Invest Reinsurance Affiliate 1A Ltd., ADIP Holdings (A), L.P., ADIP Holdings (B), L.P., ADIP Holdings (C), L.P., ADIP Holdings (D), L.P., ADIP Holdings (E), L.P., ADIP Holdings (Lux), L.P., Athene Life Re Ltd. and Athene Asset L.P. (incorporated by reference to Exhibit 10.25 to the Form 10-K filed on February 25, 2022).
10.16.2First Amendment to Amended and Restated Shareholders Agreement, effective as of July 1, 2023, by and among Athene Co-Invest Reinsurance Affiliate Holding Ltd., Athene Co-Invest Reinsurance Affiliate 1A Ltd., ADIP Holdings (A), L.P., ADIP Holdings (B), L.P., ADIP Holdings (C), L.P., ADIP Holdings (D), L.P., ADIP Holdings (E), L.P., ADIP Holdings (Lux), L.P., Athene Life Re Ltd. and Athene Asset L.P. (incorporated by reference to Exhibit 10.16.2 to the Form 10-K filed on February 24, 2025).
10.17Master Framework Agreement, effective as of July 1, 2023, by and between Athene Co-Invest Reinsurance Affiliate Holding 2 Ltd. and Athene Life Re Ltd. (incorporated by reference to Exhibit 10.1 to Form 10-Q filed on August 7, 2023).
10.18.1Shareholders Agreement, effective as of July 1, 2023, by and between Athene Co-Invest Reinsurance Affiliate Holding 2 Ltd., Athene Life Re Ltd., and Apollo/Athene Dedicated Investment Program II, L.P. (incorporated by reference to Exhibit 10.2 to Form 10-Q filed on August 7, 2023).
10.18.2Joinder Agreement to Shareholders Agreement, dated as of July 1, 2023, by and among Athene Co-Invest Reinsurance Affiliate Holding 2 Ltd. and the Shareholders, made effective as of February 27, 2024 (incorporated by reference to Exhibit 10.18.2 to the Form 10-K filed on February 24, 2025).
10.18.3First Amendment to the Shareholders Agreement, effective as of May 31, 2024, by and among Athene Co-Invest Reinsurance Affiliate Holding 2 Ltd, Athene Life Re Ltd. and Apollo/Athene Dedicated Investment Program II, L.P. (incorporated by reference to Exhibit 10.18.3 to the Form 10-K filed on February 24, 2025).
10.19†Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.18 to the Form 10-K filed on February 27, 2024).
10.20†Form of Director Retention Letter (incorporated by reference to Exhibit 10.19 to the Form 10-K filed on February 27, 2024).
10.21†Athene Holding Ltd. 2019 Share Incentive Plan (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on June 10, 2019 dated June 4, 2019).
10.22†Form of 2016 Share Incentive Plan Nonqualified Stock Option Award Notice and Nonqualified Stock Option Agreement (incorporated by reference to Exhibit 10.26.2 to the Form 10-K filed on February 26, 2018).
10.23†Form of 2019 Share Incentive Plan Nonqualified Stock Option Award Notice and Nonqualified Stock Option Agreement (incorporated by reference to Exhibit 10.22.3 to the Form 10-K filed on February 20, 2020).
10.24†Form of 2019 Share Incentive Plan Nonqualified Stock Option Award Notice and Nonqualified Stock Option Agreement (incorporated by reference to Exhibit 10.2.1 to the Form 10-Q filed on May 10, 2021).
10.25†Form of Restricted Share Unit Award Agreement under the Apollo Global Management, Inc. 2019 Omnibus Equity Incentive Plan for Estate Planning Vehicles (incorporated by reference to Exhibit 10.2 to the Form 10-Q filed on August 9, 2022).
Exhibit No.Description
10.26†Form of Restricted Share Unit Agreement under the Apollo Global Management, Inc. 2019 Omnibus Equity Incentive Plan (2022) (incorporated by reference to Exhibit 10.32 to the Form 10-K filed on March 1, 2023).
10.27†Form of Restricted Share Unit Agreement under the Apollo Global Management, Inc. 2019 Omnibus Equity Incentive Plan (2023) (incorporated by reference to Exhibit 10.34 to the Form 10-K filed on March 1, 2023).
10.28†Form of Restricted Share Unit Agreement under the Apollo Global Management, Inc. 2019 Omnibus Equity Incentive Plan (2024) (incorporated by reference to Exhibit 10.28 to the Form 10-K filed on February 24, 2025).
10.29†Form of ADIP (Athene) Carry Plan, L.P. Award Letter (incorporated by reference to Exhibit 10.1 to the Form 10-Q filed on November 3, 2020).
10.30†Form of Apollo ADIP Advisors II, L.P. Carry Award Letter (incorporated by reference to Exhibit 10.3 to the Form 10-Q filed on August 8, 2024).
10.31†Form of Apollo Supplemental Partner Program Award Letter (incorporated by reference to Exhibit 10.35 to the Form 10-K filed on March 1, 2023).
10.32†Apollo Supplemental Partner Program Plan Document (incorporated by reference to Exhibit 10.36 to the Form 10-K filed on March 1, 2023).
10.33†Amended and Restated Employment Agreement, dated as of June 16, 2022, between Athene Holding Ltd. and James R. Belardi (incorporated by reference to Exhibit 10.3 to the Form 10-Q filed on August 9, 2022).
10.34†Employment Agreement, dated as of October 12, 2015, between Athene Holding Ltd. and Martin P. Klein (incorporated by reference to Exhibit 10.15.3 to Form S-1 filed on October 25, 2016).
10.35†Letter Agreement, dated as of October 31, 2024, between Athene Holding Ltd. and Martin P. Klein. (incorporated by reference to Exhibit 10.35 to the Form 10-K filed on February 24, 2025).
10.36†Restricted Share Unit Award Agreement under the Apollo Global Management, Inc. 2019 Omnibus Equity Incentive Plan, dated as of October 30, 2023, between Apollo Global Management, Inc. and Grant Kvalheim (incorporated by reference to Exhibit 10.37 to the Form 10-K filed on February 27, 2024).
19.1Insider Trading Policy.
21.1Subsidiaries of the Registrant.
23.1Consent of Deloitte & Touche LLP regarding Athene Holding Ltd. financial statements.
24.1Power of Attorney (included on the signature page hereto)
31.1Co-Principal Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2Co-Principal Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.3Principal Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1Co-Principal Executive Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2Co-Principal Executive Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.3Principal Financial Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97.1Policy relating to recovery of erroneously awarded compensation (incorporated by reference to Exhibit 97.1 to the Form 10-K filed on February 27, 2024).
101.INSXBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCHXBRL Taxonomy Extension Schema.
101.CALXBRL Taxonomy Extension Calculation Linkbase.
101.LABXBRL Taxonomy Extension Label Linkbase.
101.PREXBRL Taxonomy Extension Presentation Linkbase.
101.DEFXBRL Taxonomy Extension Definition Linkbase.
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
†Management contract or compensatory plan or arrangement.
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