Athene (NYSE: ATH) renews $1.75B and $2.6B revolving credit
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Athene Holding Ltd. entered into two new unsecured revolving credit facilities that replace its prior Citibank and Wells Fargo agreements. The new Citibank facility permits borrowings of up to $1.75 billion, with potential increase to $2.50 billion, and currently matures on June 26, 2031, with two possible one-year extensions.
The Citibank agreement is guaranteed on a joint and several basis by Athene entities and includes covenants such as minimum Consolidated Net Worth of $22,059,963,000 and a Consolidated Debt to Capitalization Ratio not exceeding 40%. A separate Wells Fargo 364-day facility allows borrowings of up to $2.60 billion, potentially rising to $3.10 billion, and currently terminates on June 25, 2027, with options for additional 364-day extensions or term-out of loans.
Positive
- None.
Negative
- None.
8-K Event Classification
2 items: 1.01, 1.02
2 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 1.02
Termination of a Material Definitive Agreement
Business
A significant contract was terminated, which may affect business operations or revenue.
Key Figures
Citibank revolver size: $1.75 billion
Citibank accordion feature: $2.50 billion
Wells Fargo revolver size: $2.60 billion
+5 more
8 metrics
Citibank revolver size
$1.75 billion
Maximum revolving borrowings under Citi Credit Agreement
Citibank accordion feature
$2.50 billion
Potential increased maximum under Citi Credit Agreement
Wells Fargo revolver size
$2.60 billion
Maximum revolving borrowings under Wells Credit Agreement
Wells Fargo potential increase
$3.10 billion
Potential increased maximum under Wells Credit Agreement
Citibank net worth covenant
$22,059,963,000
Minimum Consolidated Net Worth for Athene and subsidiaries
Citibank leverage limit
40%
Maximum Consolidated Debt to Capitalization Ratio
Wells Fargo net worth covenant
$26,231,407,821
Minimum Consolidated Net Worth for AARe and subsidiaries
Citibank maturity
June 26, 2031
Commitment termination date, extendable by two one-year periods
Key Terms
Term SOFR, Base Rate, Consolidated Net Worth, Consolidated Debt to Capitalization Ratio, +2 more
6 terms
Term SOFR financial
"Interest accrues on outstanding borrowings ... equal to either: (i) Term SOFR ... plus a margin"
Term SOFR is a benchmark interest rate that reflects the cost of borrowing money over a specific period, based on actual transactions in the financial markets. It is used by lenders and borrowers to set the interest rates on loans and financial contracts, helping to ensure rates are fair and transparent. For investors, understanding term SOFR helps gauge borrowing costs and the overall direction of interest rates in the economy.
Base Rate financial
"equal to either: (i) Term SOFR ... or (ii) the Base Rate ... plus a margin"
The base rate is the primary interest rate set by a central authority or used as a benchmark for pricing loans, savings and other financial products. Think of it as the anchor in a floating system: when the base rate moves, borrowing costs, corporate financing and consumer spending tend to shift too, which can change company profits and investor returns across the market.
Consolidated Net Worth financial
"maintenance of a minimum Consolidated Net Worth ... equal to $22,059,963,000"
Consolidated Debt to Capitalization Ratio financial
"a Consolidated Debt to Capitalization Ratio ... not to exceed 40%"
Financial Strength Rating financial
"a margin determined on a sliding scale ... based on the Financial Strength Rating ... of AARe"
A financial strength rating is an assessment of an organization's overall financial health, indicating how well it can meet its financial commitments. Think of it as a report card that shows whether a company or institution is financially stable and capable of withstanding economic challenges. This rating helps investors gauge the level of risk involved in engaging with or investing in that organization.
events of default financial
"Further, the Citi Credit Agreement contains customary events of default, subject to certain materiality thresholds"
Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.
| UNITED STATES SECURITIES AND EXCHANGE COMMISSION | ||||||||||||||||||||||||||||||||
| Washington, D.C. 20549 | ||||||||||||||||||||||||||||||||
FORM 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): June 26, 2026
| (Exact name of registrant as specified in its charter) | ||||||||||||||||||||||||||||||||||||||||||||
| (State or other jurisdiction of | (Commission file number) | (I.R.S. Employer | ||||||||||||||||||||||||||||||||||||||||||
| incorporation or organization) | Identification Number) | |||||||||||||||||||||||||||||||||||||||||||
1 (515 ) 342-4678
| (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) | ||||||||||||||||||||||||||||||||||||||||||||
| 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: | ||||||||||||||||||||||||||||||||||||||||||||
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||||||||||||||||||||||||||||||||||||||||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||||||||||||||||||||||||||||||||||||||||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||||||||||||||||||||||||||||||||||||||||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||||||||||||||||||||||||||||||||||||||||||
| Securities registered pursuant to Section 12(b) of the Act: | |||||||||||||||||||||||||||||||||||
| Title of each class | Trading Symbols | Name of each exchange on which registered | |||||||||||||||||||||||||||||||||
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 ☐
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. ☐
Item 1.01 Entry into Definitive Material Agreements.
Citibank Revolving Credit Agreement
On June 26, 2026, Athene Holding Ltd. (the “Company”), Athene Annuity Re Ltd., a wholly-owned subsidiary of the Company (“AARe”), Athene Life Re Ltd., a wholly-owned indirect subsidiary of the Company (“ALRe”), and Athene USA Corporation, a wholly-owned subsidiary of the Company (“AUSA” and, together with the Company, AARe, ALRe, and any other subsidiary of the Company that becomes a borrower thereunder, collectively the “Citi Borrowers” and individually, a “Citi Borrower”), entered into a credit agreement with a syndicate of banks, including Citibank, N.A., as administrative agent (“Citi Administrative Agent”), and the other lenders named therein (the “Citi Credit Agreement”), which replaces the Credit Agreement among the Company, ALRe, AUSA, AARe, and the banks party thereto and Citibank, N.A., as administrative agent dated June 30, 2023. The Citi Credit Agreement allows for borrowings of up to $1.75 billion, subject to an increase to up to $2.50 billion on the terms described in the Citi Credit Agreement, on a revolving basis.
The Citi Credit Agreement is unsecured and has a commitment termination date of June 26, 2031, subject to two 1-year extensions in accordance with the terms of the Citi Credit Agreement. In connection with the Citi Credit Agreement, the Citi Borrowers entered into a Guaranty, dated as of June 26, 2026 (the “Citi Guaranty”), with the Citi Administrative Agent, pursuant to which (i) the Company and AUSA each, on a joint and several basis, guaranteed all of the obligations of the other Citi Borrowers under and in respect of the Citi Credit Agreement and the other loan documents related thereto and (ii) ALRe and AARe guaranteed certain of the obligations of the other Citi Borrowers under and in respect of the Citi Credit Agreement and the other loan documents related thereto on the terms described therein.
Interest accrues on outstanding borrowings under the Citi Credit Agreement at a rate per annum equal to either: (i) Term SOFR (as defined in the Citi Credit Agreement) plus a margin determined on a sliding scale from 0.875% to 1.500% based on the Debt Rating (as defined in the Citi Credit Agreement) of the Company (currently 1.125%) or (ii) the Base Rate (as defined in the Citi Credit Agreement) plus a margin determined on a sliding scale from 0.000% to 0.500% based on the Debt Rating of the Company (currently 0.125%). Under the Citi Credit Agreement, the Citi Borrowers pay a fee on undrawn commitments at a rate per annum determined on a sliding scale from 0.070% to 0.175% based on the Debt Rating of the Company (currently 0.100%). These fees adjust automatically in the event of a change in the Company’s Debt Rating.
The Citi Credit Agreement contains a number of customary representations and warranties and affirmative and negative covenants, including covenants restricting, subject to certain exceptions, the following:
•the ability to create liens on the Citi Borrowers’ assets and on the equity interests of material subsidiaries;
•the ability of any Citi Borrower or any material subsidiary to make fundamental changes;
•the ability of any Citi Borrower or any subsidiary to engage in certain transactions with affiliates; and
•the ability to make changes in the nature of the Citi Borrowers’ business.
The Citi Credit Agreement also includes financial covenants consisting of: (i) maintenance of a minimum Consolidated Net Worth (as defined in the Citi Credit Agreement) of the Company and its subsidiaries equal to $22,059,963,000 and (ii) a Consolidated Debt to Capitalization Ratio (as defined in the Citi Credit Agreement) of the Company and its subsidiaries not to exceed 40%. Further, the Citi Credit Agreement contains customary events of default, subject to certain materiality thresholds and grace periods for certain of those events of default. The events of default include payment defaults, covenant defaults, material inaccuracies in representations and warranties, certain cross-defaults, bankruptcy and liquidation proceedings and other customary defaults. Upon an event of default, the Citi Credit Agreement provides that, among other things, the commitments may be terminated and the loans then outstanding may be declared due and payable.
The foregoing description of the Citi Credit Agreement and the Citi Guaranty are not complete and are qualified in their entirety by reference to the complete text of the Credit Agreement and the Guaranty, which will be filed with the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ending June 30, 2025.
Wells Fargo 364-Day Revolving Credit Agreement
On June 26, 2026, AARe, ALRe, and Athene Annuity and Life Company, a wholly-owned indirect subsidiary of the Company (“AAIA” and, together with AARe and ALRe, collectively, the “Wells Borrowers” and individually, a “Wells Borrower”), entered into a credit agreement with a syndicate of banks, including Wells Fargo Bank, National Association, as administrative agent (“Wells Administrative Agent”), and the other lenders named therein (the “Wells Credit Agreement”), which replaces the 364-Day Credit Agreement among the Company, AARe, ALRe, AAIA, and the Wells Administrative Agent dated June 27, 2025. The Wells Credit Agreement allows for borrowings of up to $2.60 billion, subject to being increased to up to $3.10 billion on the terms described in the Wells Credit Agreement, on a revolving basis.
The Wells Credit Agreement is unsecured and has a commitment termination date of June 25, 2027, subject to any extensions of additional 364-day periods with the consent of extending lenders and/or “term-out” of outstanding loans (by which, at the election of the Company, the outstanding loans may be converted to term loans which shall have a maturity of up to one year after the original maturity date), in each case in accordance with the terms of the Wells Credit Agreement. In connection with the Wells Credit Agreement, AARe entered into a Guaranty, dated as of June 26, 2026 (the “Wells Guaranty”), with the Wells Administrative Agent, pursuant to which AARe guaranteed all of the obligations of each other Wells Borrower under and in respect of the Wells Credit Agreement and the other loan documents related thereto. Interest accrues on outstanding borrowings under the Wells Credit Agreement at a rate per annum equal to either: (i) Term SOFR (as defined in the Wells Credit Agreement) plus a margin determined on a sliding scale from 1.000% to 1.250% based on the Financial Strength Rating (as defined in the Wells Credit Agreement) of AARe (currently 1.100%) or (ii) the Base Rate (as defined in the Wells Credit Agreement) plus a margin determined on a sliding scale from 0.000% to 0.250% based on the Financial Strength Rating of AARe (currently 0.100%). Under
the Wells Credit Agreement, the Wells Borrowers pay a fee on undrawn commitments at a rate per annum determined on a sliding scale from 0.080% to 0.125% based on the Financial Strength Rating of AARe (currently 0.100%). These fees adjust automatically in the event of the public announcement of a change in AARe’s Financial Strength Rating.
The Wells Credit Agreement contains a number of customary representations and warranties and affirmative and negative covenants, including covenants restricting, subject to certain exceptions, the following:
•the ability to create liens on the Wells Borrowers’ assets and on the equity interests of material subsidiaries;
•the ability of any Wells Borrower or any material subsidiary to make fundamental changes;
•the ability of any Wells Borrower or any subsidiary to engage in certain transactions with affiliates; and
•the ability to make changes in the nature of the Wells Borrowers’ business.
The Wells Credit Agreement also includes a financial covenant consisting of a requirement for AARe and its subsidiaries to maintain a minimum Consolidated Net Worth (as defined in the Wells Credit Agreement) equal to $26,231,407,821. Further, the Wells Credit Agreement contains customary events of default, subject to certain materiality thresholds and grace periods for certain of those events of default. The events of default include payment defaults, covenant defaults, material inaccuracies in representations and warranties, certain cross-defaults, bankruptcy and liquidation proceedings and other customary defaults. Upon an event of default, the Wells Credit Agreement provides that, among other things, the commitments may be terminated and the loans then outstanding may be declared due and payable.
The foregoing description of the Wells Credit Agreement and the Wells Guaranty do not purport to be complete and are qualified in their entirety by reference to the complete text of the Wells Credit Agreement and the Wells Guaranty, which will be filed with the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ending June 30, 2026.
Item 1.02 Termination and Expiration of Definitive Material Agreements.
Citibank Revolving Credit Agreement
Effective as of June 26, 2026, the Citi Credit Agreement replaced the Credit Agreement dated as of June 30, 2023 among the Company, ALRe, AUSA, AARe, and the banks party thereto and Citibank, N.A., as administrative agent (the “Terminated Citi Credit Agreement”), and the commitments under the Terminated Citi Credit Agreement have been terminated.
Wells Fargo 364-Day Revolving Credit Agreement
Effective as of June 26, 2026, the Wells Credit Agreement replaced the 364-Day Credit Agreement dated as of June 27, 2025 among the Company, AARe, ALRe, AAIA, and the banks party thereto and Wells Fargo Bank, National Association, as administrative agent (the “Expired Wells Credit Agreement”), and the commitments under the Expired Wells Credit Agreement have expired.
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 hereunto duly authorized.
| ATHENE HOLDING LTD. | ||||||||
| Date: | June 26, 2026 | /s/ Louis-Jacques Tanguy | ||||||
| Louis-Jacques Tanguy | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||
FAQ
What new credit facilities did Athene (ATH) enter into on June 26, 2026?
Athene entered into two unsecured revolving credit agreements, one with Citibank and one with Wells Fargo. The Citibank facility allows up to $1.75 billion of borrowings and the Wells Fargo 364-day facility allows up to $2.60 billion, both with options to increase limits.
How large are Athene’s new Citibank and Wells Fargo revolving credit lines?
The Citibank agreement permits borrowings up to $1.75 billion, potentially rising to $2.50 billion. The Wells Fargo 364-day agreement allows up to $2.60 billion, with a possible increase to $3.10 billion, giving Athene substantial committed liquidity from bank lenders.
What are the key financial covenants in Athene (ATH)’s new Citibank credit agreement?
The Citibank facility requires Athene and its subsidiaries to maintain minimum Consolidated Net Worth of $22,059,963,000 and a Consolidated Debt to Capitalization Ratio not exceeding 40%. Breaching these covenants could trigger defaults and potential acceleration of outstanding loans.
What financial covenant applies to Athene’s new Wells Fargo 364-day credit agreement?
The Wells Fargo agreement requires Athene Annuity Re Ltd. and its subsidiaries to maintain minimum Consolidated Net Worth of $26,231,407,821. This covenant supports lender protection and must be respected to avoid default and possible termination of commitments or acceleration of loans.
What interest rates apply under Athene (ATH)’s new Citibank revolving credit facility?
Borrowings under the Citibank facility accrue interest at Term SOFR plus a margin of 0.875%–1.500%, currently 1.125%, or at a Base Rate plus 0.000%–0.500%, currently 0.125%. Margins adjust automatically based on Athene’s Debt Rating under the agreement’s terms.
What interest rates apply under Athene’s new Wells Fargo 364-day credit facility?
Borrowings under the Wells Fargo facility accrue interest at Term SOFR plus a 1.000%–1.250% margin, currently 1.100%, or at a Base Rate plus 0.000%–0.250%, currently 0.100%. Margins and undrawn commitment fees depend on AARe’s Financial Strength Rating.
Which prior credit agreements did Athene (ATH) terminate or allow to expire?
Effective June 26, 2026, the new Citibank agreement replaced and terminated commitments under a June 30, 2023 Citi facility. The new Wells Fargo 364-day agreement replaced a June 27, 2025 Wells facility, whose commitments expired when the new agreement became effective.