Form: FWP

Filing under Securities Act Rules 163/433 of free writing prospectuses

August 5, 2026

Filed Pursuant to Rule 433

Pricing Term Sheet, dated August 5, 2026 relating to

Preliminary Prospectus Supplement, dated August 5, 2026

to Prospectus, dated January 2, 2024

Registration No. 333-276340

 

LOGO

Athene Holding Ltd.

Pricing Term Sheet

August 5, 2026

6.150% Senior Notes Due 2036 (the “Notes”)

This pricing term sheet supplements the preliminary prospectus supplement filed by Athene Holding Ltd. on August 5, 2026 (the “Preliminary Prospectus Supplement”) relating to its prospectus dated January 2, 2024.

 

Issuer:

   Athene Holding Ltd. (“Issuer”)

Legal Format:

   SEC Registered

Aggregate Principal Amount:

   $1,000,000,000

Coupon:

   6.150%

Ranking:

   Senior Unsecured

Maturity Date:

   August 15, 2036

Price to the Public:

   99.857% of principal amount plus accrued interest, if any, from August 7, 2026

Net Proceeds to Issuer Before Expenses:

   $992,070,000

Interest Payment Dates:

   Semi-annually on February 15 and August 15 of each year, commencing on February 15, 2027

Interest Payment Record Dates:

   February 1 and August 1 of each year (whether or not a Business Day)

Day Count Convention:

   30/360

Benchmark Treasury:

   UST 4.375% due May 15, 2036

Spread to Benchmark Treasury:

   T + 155 bps

Benchmark Treasury Price/Yield:

   98-03 / 4.619%

Re-Offer Yield:

   6.169%


Trade Date:

   August 5, 2026

Settlement Date*:

   August 7, 2026 (T+2)

Denominations:

   $2,000 and integral multiples of $1,000 in excess thereof
Expected Security Ratings (Moody’s / S&P / Fitch)**:    Baa1 / A- / BBB+

Optional Redemption:

  

Prior to May 15, 2036 (three months prior to their maturity date) (the “Par Call Date”), the Issuer may redeem the Notes at its option, in whole or in part, for cash at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:

 

(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Preliminary Prospectus Supplement) plus 25 basis points less (b) interest accrued to the date of redemption, and

 

(2) 100% of the principal amount of the Notes to be redeemed,

 

plus, in either case, accrued and unpaid interest thereon to, but excluding, the redemption date.

 

On or after the Par Call Date, the Issuer may redeem the Notes, in whole or in part, for cash at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date.

CUSIP / ISIN:

   04686J AN1 / US04686JAN19


Joint Book-Running Managers:

  

Wells Fargo Securities, LLC

Barclays Capital Inc.

BofA Securities, Inc.

Citigroup Global Markets Inc.

Co-Managers:

  

Apollo Global Securities, LLC

BNP Paribas Securities Corp.

Deutsche Bank Securities Inc.

Drexel Hamilton, LLC

RBC Capital Markets, LLC

Siebert Williams Shank & Co., LLC

TD Securities (USA) LLC

Other Information:

   Apollo Global Securities, LLC is an affiliate of the Issuer and will receive a portion of the gross spread as an underwriter in the sale of the Notes.

 

*

The Issuer expects that delivery of the Notes will be made to investors on or about August 7, 2026, which will be the second business day following the date of this pricing term sheet (such settlement being referred to as “T+2”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes prior to the delivery of the Notes hereunder will be required, by virtue of the fact that the Notes initially will settle T+2, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes prior to their date of delivery should consult their own advisor.

**

A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. Each of the securities ratings should be evaluated independently of any other security rating.

The Issuer has filed a shelf registration statement (including a prospectus) and a prospectus supplement with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that shelf registration statement, the prospectus supplement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, a copy of the prospectus and the prospectus supplement can be obtained by contacting Wells Fargo Securities, LLC toll-free at 1-800-645-3751, Barclays Capital Inc. toll-free at 1-888-603-5847, BofA Securities, Inc. toll-free at 1-800-294-1322, or Citigroup Global Markets Inc. toll-free at 1-800-831-9146.

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