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  4. [8-K] Athene Holding Ltd. Reports Material Event

Athene Holding (NYSE: ATH) sells $1B 6.15% 2036 senior notes

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Athene Holding Ltd. issued $1,000,000,000 aggregate principal amount of its 6.150% Senior Notes due 2036, completing an issuance and sale to underwriters led by Wells Fargo Securities, Barclays Capital, BofA Securities and Citigroup Global Markets.

The notes were issued on August 7, 2026 under an existing Indenture, as amended, and an Eleventh Supplemental Indenture with U.S. Bank Trust Company, National Association, as trustee. They are registered under the Securities Act via a shelf registration statement on Form S-3 (File No. 333-276340), with the underwriting agreement and related legal opinion filed as exhibits.

Positive

  • None.

Negative

  • None.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Aggregate principal amount $1,000,000,000 6.150% Senior Notes due 2036 issued by Athene Holding Ltd.
Interest rate 6.150% Coupon on Athene Holding Ltd. Senior Notes due 2036
Maturity year 2036 Stated maturity of Athene Holding Ltd. 6.150% Senior Notes
Registration statement file number 333-276340 Shelf registration statement on Form S-3 under the Securities Act of 1933
Underwriting Agreement date August 5, 2026 Date Athene Holding Ltd. entered the Underwriting Agreement for the notes
Notes issuance date August 7, 2026 Date the 6.150% Senior Notes due 2036 were issued
Underwriting Agreement financial
"entered into an Underwriting Agreement by and among the Company and Wells Fargo Securities"
An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.
Supplemental Indenture regulatory
"as supplemented by the Eleventh Supplemental Indenture, dated as of August 7, 2026"
A supplemental indenture is a written amendment to the original bond agreement that changes specific terms of a debt contract, such as payment schedules, interest rates, collateral or covenant protections. Investors care because it alters the legal rights and risks tied to a security — like renegotiating a mortgage where the lender and borrower agree to new rules — and can affect a bond’s credit quality, yield and market value.
shelf registration statement regulatory
"pursuant to a shelf registration statement on Form S-3 (File No. 333-276340)"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
Perpetual Non-Cumulative Preferred Stock financial
"Fixed-Rate Perpetual Non-Cumulative Preferred Stock, Series E"
Fixed-Rate Reset financial
"7.75% Fixed-Rate Reset Perpetual Non-Cumulative Preferred Stock, Series E"
A fixed-rate reset is a feature of some bonds or preferred shares where the interest or dividend starts at a fixed rate for an initial period and then is re‑set at specific future dates to a new fixed rate based on market yields or a formula. It matters to investors because it combines the predictability of a fixed payment with periodic adjustments that reflect current interest rates, like a thermostat that keeps payments in line with prevailing market conditions and helps manage interest-rate risk.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What did Athene Holding (ATH) disclose in this 8-K event?
Athene Holding Ltd. disclosed issuance of $1,000,000,000 aggregate principal amount of 6.150% Senior Notes due 2036. The company entered an Underwriting Agreement on August 5, 2026 and issued the notes on August 7, 2026 under an existing indenture and shelf registration.

What are the key terms of Athene Holding (ATH) 6.150% Senior Notes due 2036?
The notes are 6.150% Senior Notes due 2036 with an aggregate principal amount of $1,000,000,000. They were issued under an existing Indenture and an Eleventh Supplemental Indenture with U.S. Bank Trust Company, National Association, acting as trustee for the securities.

Which underwriters handled Athene Holding (ATH) $1 billion senior notes issuance?
The issuance was underwritten by Wells Fargo Securities, LLC, Barclays Capital Inc., BofA Securities, Inc. and Citigroup Global Markets Inc., acting as representatives of the several underwriters. Athene entered the Underwriting Agreement with these firms on August 5, 2026 to sell the notes.

Under what registration did Athene Holding (ATH) register the 6.150% notes?
The 6.150% Senior Notes due 2036 were registered under the Securities Act pursuant to a shelf registration statement on Form S-3 (File No. 333-276340). This registration statement was previously filed with the SEC and covers the issuance of these senior notes.
Depositary Shares, each representing a 1/1,000th interest in a 6.35% Fixed-to-Floating Rate Perpetual Non-Cumulative Preferred Stock, Series A false 0001527469 0001527469 2026-08-07 2026-08-07 0001527469 us-gaap:SeriesAPreferredStockMember 2026-08-07 2026-08-07 0001527469 us-gaap:SeriesBPreferredStockMember 2026-08-07 2026-08-07 0001527469 us-gaap:SeriesDPreferredStockMember 2026-08-07 2026-08-07 0001527469 us-gaap:SeriesEPreferredStockMember 2026-08-07 2026-08-07 0001527469 us-gaap:JuniorSubordinatedDebtMember 2026-08-07 2026-08-07
 
 

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): August 7, 2026

 

 

 

LOGO

ATHENE HOLDING LTD.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-37963   98-0630022

(State or other jurisdiction of

incorporation or organization)

  

(Commission

file number)

  

(I.R.S. Employer

Identification Number)

7700 Mills Civic Pkwy

West Des Moines, Iowa 50266

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

Depositary Shares, each representing a 1/1,000th interest in a 6.35% Fixed-to-Floating Rate Perpetual Non-Cumulative Preferred Stock, Series A   ATHPrA   New York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a 5.625% Fixed Rate Perpetual Non-Cumulative Preferred Stock, Series B   ATHPrB   New York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a 4.875% Fixed-Rate Perpetual Non-Cumulative Preferred Stock, Series D   ATHPrD   New York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a 7.75% Fixed-Rate Reset Perpetual Non-Cumulative Preferred Stock, Series E   ATHPrE   New York Stock Exchange
7.250% Fixed-Rate Reset Junior Subordinated Debentures due 2064   ATHS   New York Stock Exchange

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 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

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

 

Item 8.01

Other Events.

On August 5, 2026, Athene Holding Ltd. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) by and among the Company and Wells Fargo Securities, LLC, Barclays Capital Inc., BofA Securities, Inc. and Citigroup Global Markets Inc., 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 6.150% Senior Notes due 2036 (the “Notes”). The Notes were issued on August 7, 2026 pursuant to an Indenture, dated as of January 12, 2018, by and between the Company (as successor to Athene Holding Ltd., a Bermuda exempted 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 and the Trustee, the “Base Indenture”), as supplemented by the Eleventh Supplemental Indenture, dated as of August 7, 2026, 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.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
No.

   

Description

1.1    Underwriting Agreement, dated August 5, 2026, by and among Wells Fargo Securities, LLC, Barclays Capital Inc., BofA Securities, Inc. and Citigroup Global Markets Inc., as representatives of the several underwriters named therein
4.1    Indenture for Debt Securities by and between Athene Holding Ltd. (as successor to Athene Holding Ltd., a Bermuda exempted company) and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.5 to the Form S-3 filed on January 3, 2018)
4.2    Eighth Supplemental Indenture, dated December 31, 2023, by and between Athene Holding Ltd. (as successor to Athene Holding Ltd., a Bermuda exempted company), and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Form 8-K filed on January 2, 2024)
4.3    Eleventh Supplemental Indenture, dated August 7, 2026, by and between Athene Holding Ltd. and U.S. Bank Trust Company, National Association, as trustee
4.4    Form of 6.150% Senior Notes due 2036 (included in Exhibit 4.3)
5.1    Opinion of Sidley Austin LLP
23.1    Consent of Sidley Austin LLP (included in Exhibit 5.1)
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

2

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.

 

    ATHENE HOLDING LTD.
Date: August 7, 2026     By:  

/s/ Louis-Jacques Tanguy

      Louis-Jacques Tanguy
      Executive Vice President and Chief Financial Officer

 

3

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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