Athene Holding Ltd Series A Pfd美股招股说明书(2025-06-26版)

We are offering $600,000,000 aggregate principal amount of our 6.875% Fixed-Rate Reset Junior Subordinated Debentures due 2055 (the “debentures”). Thedebentures will bear interest (i)from, and including, the date of original issue to, but excluding, June 28, 2035 (the “First Reset Date”), at the fixed rate of 6.875% perannum and (ii)from, and including, the First Reset Date, during each Reset Period (as defined below), at a rate per annum equal to the Five-year U.S. Treasury Rate (asdefined below) as of the most recent Reset Interest Determination Date (as defined below) plus 2.582%, to be reset on each Reset Date (as defined below). We will payinterest on the debentures semi-annually in arrears on June 28 and December 28 of each year, beginning on December 28, 2025. The debentures will be issued inminimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. We may defer interest payments for one or more optional deferral periods of up to five consecutive years each as described in this prospectus supplement. See“Description of the Junior Subordinated Debentures—Option to Defer Interest Payments.” The debentures will mature on June 28, 2055. We may, at our option, redeem some or all of the debentures at the times and prices described in this prospectussupplement. See “Description of the Junior Subordinated Debentures—Redemption.” The debentures will be AHL’s unsecured obligations and will rank in right of payment and upon our liquidation junior to all of AHL’s current and future seniorindebtedness and equal to AHL’s 7.250% Fixed-Rate Reset Junior Subordinated Debentures due 2064 and AHL’s 6.625% Fixed-Rate Reset Junior SubordinatedDebentures due 2054. The debentures will also be effectively subordinated to all debt and other liabilities of AHL’s subsidiaries (including interest sensitive contractliabilities, future policy benefits, market risk benefits and other payables) and will rank senior to all of our equity securities, which include common stock and preferredstock.The debentures will not be obligations of,or guaranteed by, Apollo Global Management, Inc. (“AGM”) or any entity other than AHL. We do not intend to apply to list the debentures on a securities exchange. Investing in the debentures involves risks. See “RiskFactors” beginning on pageS-11of this prospectus supplement and onpage 2 of the accompanying prospectus, as well as the risks described in the documents incorporated by reference in thisprospectus supplement and the accompanying prospectus, to read about important factors you should consider before making adecision to invest in the debentures. (2)See “Underwriting (Conflicts of Interest)” for additional disclosure regarding the underwriting discounts and estimated offering expenses. Neither the Securities and Exchange Commission (the “SEC”), any state securities commission or any other regulatory body hasapproved or disapproved of these debentures or passed upon the adequacy or accuracy of this prospectus supplement or the accompanyingprospectus. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the debentures in book-entry form on or about June 27, 2025. Wells Fargo Securities Blaylock Van, LLCSMBC Nikko Table of Contents TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSPROSPECTUS SUPPLEMENT SUMMARYRISK FACTORSUSE OF PROCEEDSCAPITALIZATIONDESCRIPTION OF THE JUNIOR SUBORDINATED DEBENTURESTAX CONSIDERATIONSUNDERWRITING (CONFLICTS OF INTEREST)LEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE Prospectus ABOUT THIS PROSPECTUSRISK FACTORSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSINDUSTRY AND MARKET DATAWHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE EXPERTS You should rely only on the information contained in or incorporated by reference in this prospectus supplement, the accompanying prospectus orin any free writing prospectus that we file with the SEC relating to this offering or that we authorize to be delivered to you. Neither we, nor theunderwriters, have authorized anyone to provide you with additional or different information. If anyone provides you with additional, different orinconsistent information, you should not rely on it. This prospectus supplement and the accompanying prospectus is an offer to sell only the debenturesoffered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. You should assume the information contained in thisprospectus supplement, the accompanying prospectus and any free writing prospectus we authorize to be delivered to you and the documentsincorporated by reference herein and therein, including any forward-looking information, is accurate only as of their respective dates or the date or datesspecified in those documents. Our business, financial condition, results of operations or prospects may have changed s