UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM  i 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  i March 22, 2024

 i ATHENE HOLDING LTD.

(Exact name of registrant as specified in its charter)

 i 7700 Mills Civic Pkwy

 i West Des Moines,  i Iowa  i 50266

(Address of principal executive offices and zip code)

 i 1 (515)  i 342-4678

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  i ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

The information required by Item 2.03 contained in Item 8.01 below is incorporated by reference herein.

On March 19, 2024, Athene Holding Ltd. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) by and among the Company and Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and RBC Capital Markets, LLC, as representatives of the several underwriters named therein (the “Underwriters”), relating to the issuance and sale by the Company of $1,000,000,000 aggregate principal amount of its 6.25% Senior Notes due 2054 (the “Notes”). The Notes were issued on March 22, 2024 pursuant to an Indenture, dated as of January 12, 2018, by and between the Company and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee (the “Trustee”) (as amended by the Eighth Supplemental Indenture, dated December 31, 2023 between the Company (as successor to Athene Holding Ltd., a Bermuda exempted company) and the Trustee, the “Base Indenture”), as supplemented by the Ninth Supplemental Indenture, dated as of March 22, 2024, by and between the Company and the Trustee (the “Supplemental Indenture”).

The Notes have been registered under the Securities Act of 1933, as amended (the “Act”), pursuant to a shelf registration statement on Form S-3 (File No. 333-276340), previously filed by the Company with the Securities and Exchange Commission under the Act (the “Registration Statement”). The foregoing description of the Notes and related agreements is qualified in its entirety by the terms of the Underwriting Agreement, the Base Indenture and the Supplemental Indenture (including the forms of the Notes). The Underwriting Agreement, the Base Indenture and the Supplemental Indenture (including the forms of the Notes) are filed as Exhibit 1.1, 4.1, 4.2 and 4.3 hereto, and are incorporated by reference herein. An opinion regarding the legality of the Notes is also filed as Exhibit 5.1, and is incorporated by reference into the Registration Statement.

(d) Exhibits.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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