February 27, 2024 - EX-4.7 - 10-K: Annual report pursuant to Section 13 and 15(d)

Exhibit 4.7

DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

As of January 31, 2024, Athene Holding Ltd. (“we,” “us,” “our” or “the Company”) had five classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (1) our depositary shares, each representing a 1/1,000th interest in a share of 6.35% fixed-to-floating rate perpetual non-cumulative preferred stock, series A, par value $1.00 per share (our “Series A Preferred Stock”); (2) our depositary shares, each representing a 1/1,000th interest in a share of 5.625% fixed-rate perpetual non-cumulative preferred stock, series B, par value $1.00 per share (our “Series B Preferred Stock”); (3) our depositary shares, each representing a 1/1,000th interest in a share of 6.375% fixed-rate reset perpetual non-cumulative preferred stock, series C, par value $1.00 per share (our “Series C Preferred Stock”); (4) our depositary shares, each representing a 1/1,000th interest in a share of 4.875% fixed-rate perpetual non-cumulative preferred stock, series D, par value $1.00 per share (our “Series D Preferred Stock”); and (5) our depositary shares, each representing 1/1,000th interest in a share of 7.750% fixed-rate reset perpetual non-cumulative preferred stock, Series E, $1.00 par value per share (our “Series E Preferred Stock” and, together with our Series A Preferred Stock, our Series B Preferred Stock, our Series C Preferred Stock, and our Series D Preferred Stock, our “Preferred Stock”).

Our authorized preferred stock consists of 40,000,000 shares, par value $1.00 per share. As of January 31, 2024, there were 115,300 outstanding shares of Preferred Stock, consisting of 34,500 shares of Series A Preferred Stock, 13,800 shares of Series B Preferred Stock, 24,000 shares of Series C Preferred Stock, 23,000 shares of Series D Preferred Stock, and 20,000 shares of Series E Preferred Stock, all of which were held of record by a nominee of The Depositary Trust Company (“DTC”).

Description of the Depositary Shares

The following description of the depositary shares representing an interest in shares of Series A Preferred Stock (the “Series A Depositary Shares”), the depositary shares representing an interest in shares of Series B Preferred Stock (the “Series B Depositary Shares”), the depositary shares representing an interest in shares of Series C Preferred Stock (the “Series C Depositary Shares”), the depositary shares representing an interest in shares of Series D Preferred Stock (the “Series D Depositary Shares”), and the depositary shares representing an interest in shares of Series E Preferred Stock (the “Series E Depositary Shares” and, together with the Series A Depositary Shares, the Series B Depositary Shares, the Series C Depositary Shares, and the Series D Depositary Shares, the “Depositary Shares”) is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the terms and provisions of the Deposit Agreements (as defined below), the forms of depositary receipts, which contain the terms and provisions of the Depositary Shares, the pertinent sections of our certificate of incorporation, and the pertinent sections of the Certificates of Designations (as defined below), each of which is incorporated by reference as an exhibit to the Annual Report on Form 10-K of which this Exhibit 4.8 is a part, and to relevant sections of the General Corporation Law of the State of Delaware (the “DGCL).

General

Each Depositary Share represents a 1/1,000th interest in a share of Preferred Stock and is evidenced by a depositary receipt. The underlying shares of Preferred Stock are deposited with the depositary pursuant to, (i) in the case of the Series A Preferred Stock, the deposit agreement, dated June 10, 2019, among us, Computershare Inc. and Computershare Trust Company, N.A., collectively, acting as depositary, and the holders from time to time of the depositary receipts, as amended by Amendment No. 1 to such deposit agreement, dated as of December 31, 2023 (as amended, the “Series A Deposit Agreement”), (ii) in the case of the Series B Preferred Stock, the deposit agreement, dated September 19, 2019, among us, Computershare Inc. and Computershare Trust Company, N.A., collectively, acting as depositary, and the holders from time to time of the depositary receipts, as amended by Amendment No. 1 to such deposit agreement, dated as of December 31, 2023 (as amended, the “Series B Deposit Agreement”), (iii) in the

case of the Series C Preferred Stock, the deposit agreement, dated June 11, 2020, among us, Computershare Inc. and Computershare Trust Company, N.A., collectively, acting as depositary, and the holders from time to time of the depositary receipts, as amended by Amendment No. 1 to such deposit agreement, dated as of December 31, 2023 (as amended, the “Series C Deposit Agreement”), (iv) in the case of the Series D Preferred Stock, the deposit agreement, dated December 18, 2020, among us, Computershare Inc. and Computershare Trust Company, N.A., collectively, acting as depositary, and the holders from time to time of the depositary receipts, as amended by Amendment No. 1 to such deposit agreement, dated as of December 31, 2023 (as amended, the “Series D Deposit Agreement”), and, (v) in the case of the Series E Preferred Stock, the deposit agreement, dated December 12, 2022, among us, Computershare Inc. and Computershare Trust Company, N.A., collectively, acting as depositary, and the holders from time to time of the depositary receipts, as amended by Amendment No. 1 to such deposit agreement, dated as of December 31, 2023 (as amended, the “Series E Deposit Agreement” and, together with the Series A Deposit Agreement, the Series B Deposit Agreement, the Series C Deposit Agreement, and the Series D Deposit Agreement, the “Deposit Agreements”). Subject to the terms of the Deposit Agreements, each holder of a Depositary Share is entitled, through the depositary, in proportion to the applicable fraction of a share of Preferred Stock represented by such Depositary Share, to all the rights and preferences of the shares of Preferred Stock represented thereby (including any dividend, liquidation, redemption and voting rights). If the shares of Preferred Stock are exchanged for new securities pursuant to the provisions described under “Description of the Preferred Stock—Substitution or Variation,” each Depositary Share will represent the same percentage interest in such new security, and will be evidenced by a depositary receipt.

Dividends and Other Distributions

Any dividend or other distribution (including upon our voluntary or involuntary liquidation, dissolution or winding-up) paid in respect of a Depositary Share will be in an amount equal to 1/1,000th of the dividend declared or distribution payable, as the case may be, on the underlying share of Preferred Stock. The depositary will distribute any cash dividends or other cash distributions received on each series of Preferred Stock, including any additional amounts as described under “Description of the Preferred Stock—Dividends—Payment of Additional Amounts,” to the record holders of the respective series of Depositary Shares in proportion to the number of Depositary Shares of such series held by each holder on the relevant record date. If we make a distribution on any series of Preferred Stock other than in cash, the depositary will distribute any property received by it to the record holders of the respective series of Depositary Shares in proportion to the number of Depositary Shares of such series held by each holder, unless it determines that the distribution cannot be made proportionally among those holders or that it is not feasible to make a distribution. In that event, the depositary may, with our approval, adopt a method of distribution that it deems practicable, including the sale of the property and distribution of the net proceeds from the sale to the holders of the relevant series of Depositary Shares.

Record dates for the payment of dividends and other matters relating to the Depositary Shares will be the same as the corresponding record dates for the Preferred Stock.

Subject to any obligation to pay additional amounts as described in “Description of the Preferred Stock—Dividends—Payment of Additional Amounts,” the amount paid as dividends or otherwise distributable by the depositary with respect to the Depositary Shares or the underlying shares of Preferred Stock will be reduced by any amounts required to be withheld by us or the depositary on account of taxes or other governmental charges. The depositary may refuse to make any payment or distribution, or any transfer, exchange or withdrawal of any Depositary Shares or the shares of Preferred Stock until such taxes or other governmental charges are paid.

Withdrawal of Shares of Preferred Stock

Unless the related Depositary Shares have been previously called for redemption, a holder of Depositary Shares may surrender his or her depositary receipts at the corporate trust office of the depositary, pay any taxes, charges and fees provided for in the applicable Deposit Agreement and comply with any other requirements of the applicable Deposit Agreement for the number of whole shares of Preferred Stock and any money or other property represented by such holder’s depositary receipts. A holder of Depositary Shares who exchanges such depositary receipts for shares of Preferred Stock will be entitled to receive

whole shares of Preferred Stock on the basis set forth herein; partial shares of Preferred Stock will not be issued.

However, holders of whole shares of Preferred Stock will not be entitled to deposit those shares under the respective Deposit Agreement or to receive Depositary Shares for those shares after the withdrawal. If the Depositary Shares surrendered by the holder in connection with the withdrawal exceed the number of Depositary Shares that represent the number of whole shares of Preferred Stock to be withdrawn, the depositary will deliver to the holder at the same time new Depositary Shares evidencing the excess number of Depositary Shares.

Redemption of Depositary Shares

If the shares of Preferred Stock underlying the Depositary Shares are redeemed, in whole or in part, a corresponding number of the applicable series of Depositary Shares will be redeemed with the proceeds received by the depositary from the redemption of the related shares of Preferred Stock held by the depositary. The redemption price per Depositary Share will be equal to 1/1,000th of the applicable per share redemption price payable in respect of such shares of Preferred Stock.

Whenever we redeem shares of Preferred Stock of any series held by the depositary, the depositary will redeem, as of the same redemption date, the number of Depositary Shares representing an interest in the shares of Preferred Stock of such series so redeemed. If less than all of the outstanding Depositary Shares of a particular series are to be redeemed, the depositary will select the Depositary Shares of that series to be redeemed by lot or pro rata or in such other manner as may be determined by the depositary to be fair and equitable and provided that such methodology is consistent with any applicable stock exchange rules. The depositary will mail (or otherwise transmit by an authorized method) notice of redemption to holders of the depositary receipts not less than 30 days (with respect to Series A Depositary Shares) and 15 days (with respect to Series B Depositary Shares, Series C Depositary Shares, Series D Depositary Shares, and Series E Depositary Shares) and not more than 60 days prior to the date fixed for redemption of the Depositary Shares representing an interest in shares of Preferred Stock.

Voting Rights

Holders of the Depositary Shares representing an interest in shares of Preferred Stock will not have any voting rights, except for the limited voting rights described under “Description of the Preferred Stock—Voting Rights.”

Because each Depositary Share represents a 1/1,000th interest in a share of Preferred Stock, holders of depositary receipts will be entitled to 1/1,000th of a vote per share of Preferred Stock under those limited circumstances in which holders of shares of Preferred Stock are entitled to vote. Holders of the Depositary Shares must act through the depositary to exercise any voting rights in respect of the Preferred Stock. Although each Depositary Share is entitled to 1/1,000th of a vote, the depositary can vote only whole shares of Preferred Stock. While the depositary will aggregate the fractional voting interests of individual holders of depository receipts to vote the maximum number of whole shares of Preferred Stock in accordance with the instructions it receives, any remaining votes of holders of Depositary Shares not representing a whole share of Preferred Stock will not be voted.

When the depositary receives notice of any meeting at which the holders of Preferred Stock are entitled to vote, the depositary will mail (or otherwise transmit by an authorized method) the information contained in the notice of meeting to the record holders of the Depositary Shares relating to the applicable shares of Preferred Stock. Each record holder of the Depositary Shares on the record date, which will be the same date as the record date for the Preferred Stock, may instruct the depositary to vote the number of Preferred Stock votes represented by the holder’s Depositary Shares. To the extent practicable, the depositary will vote the number of Preferred Stock votes represented by Depositary Shares in accordance with the instructions it receives.

We will agree to take all reasonable actions that the depositary determines are necessary to enable the depositary to vote as instructed. To the extent that the depositary does not receive specific instructions

from the holders of any Depositary Shares representing an interest in the applicable shares of Preferred Stock, it will not vote the number of the Preferred Stock votes represented by such Depositary Shares.

Preemptive and Conversion Rights

The holders of the Depositary Shares will not have any preemptive right to subscribe to any additional issue of our shares of any class or series or to any of our securities convertible into such shares and will not have the right to convert Depositary Shares representing an interest in Preferred Stock into, or exchange Depositary Shares representing an interest in Preferred Stock for, any of our other securities or property.

Amendment and Termination of the Deposit Agreement

The forms of depositary receipt evidencing the Depositary Shares and any provision of the Deposit Agreements may be amended by agreement between us and the depositary. However, any amendment that materially and adversely alters the rights of the existing holders of Depositary Shares or would be materially and adversely inconsistent with the rights of holders of Preferred Stock will not be effective unless such amendment has been approved by the record holders of Depositary Shares representing at least the amount of the Depositary Shares then outstanding necessary to approve any amendment that would alter or abrogate the special rights of the applicable series of Preferred Stock. We may terminate a Deposit Agreement with the consent of holders of a majority of then outstanding Depositary Shares of the applicable series. A Deposit Agreement will automatically terminate if all outstanding Depositary Shares of the applicable series have been redeemed or if there has been made a final distribution in respect of the applicable series of Preferred Stock in connection with our liquidation, dissolution or winding-up, and such distribution has been made to the holders of the Depositary Shares of the applicable series.

Fees, Charges and Expenses of Depositary

We will pay all transfer and other taxes, assessments, and governmental charges arising solely from the existence of the depositary arrangements. Holders of depositary receipts will pay transfer and other taxes, assessments, and governmental charges and any other charges as are expressly provided in the applicable Deposit Agreement to be for their accounts. The depositary may refuse to effect any transfer of a depositary receipt or any withdrawals of shares of Preferred Stock evidenced by a depositary receipt until all taxes, assessments, and governmental charges with respect to the depositary receipt or shares of Preferred Stock are paid by their holders.

Resignation and Removal of Depositary

The depositary may resign at any time by delivering to us notice of its election to do so, and we may at any time remove the depositary, with any resignation or removal to take effect upon the appointment of a successor depositary and its acceptance of such appointment. The successor depositary must be appointed within 60 days after delivery of the notice of resignation or removal and must be a bank or trust company having its principal office in the United States and having a combined capital and surplus of at least $50 million. If a successor is not appointed within 60 days, the outgoing depositary may petition a court to appoint a successor.

Miscellaneous

The depositary will forward to the holders of Depositary Shares all of our reports and communications which are delivered to the depositary and which we are required to furnish to the holders of Preferred Stock.

Neither we nor the depositary will be liable if we are prevented or delayed by law or any circumstance beyond our control in performing our obligations under the applicable Deposit Agreement. All of our obligations as well as the depositary’s obligations under the respective Deposit Agreement are limited to performance in good faith of our respective duties set forth in the applicable Deposit Agreement, and neither of us will be obligated to prosecute or defend any legal proceeding relating to any Depositary Shares or Preferred Stock unless provided with satisfactory indemnity. We, and the depositary, may rely

upon written advice of counsel or accountants, or information provided by persons presenting shares of Preferred Stock for deposit, holders of Depositary Shares, or other persons believed to be competent and on documents believed to be genuine.

Listing of the Depositary Shares

Our Series A Depositary Shares are listed on the NYSE under the symbol “ATHPrA.”

Our Series B Depositary Shares are listed on the NYSE under the symbol “ATHPrB.”

Our Series C Depositary Shares are listed on the NYSE under the symbol “ATHPrC.”

Our Series D Depositary Shares are listed on the NYSE under the symbol “ATHPrD.”

Our Series E Depositary Shares are listed on the NYSE under the symbol “ATHPrE.”

Transfer Agent, Registrar, Dividend Disbursing Agent and Redemption Agent

Computershare Trust Company, N.A. is the transfer agent and registrar and Computershare Inc. is the dividend disbursing agent and redemption agent for the Depositary Shares representing an interest in the Preferred Stock.

Book-Entry; Delivery and Form

The Depositary Shares will be represented by one or more global securities that will be deposited with and registered in the name of DTC or its nominee. This means that we will not issue certificates to holders of the Depositary Shares except in limited circumstances. The global securities will be issued to DTC, the depository for the Depositary Shares, who will keep a computerized record of its participants (for example, a holder’s broker) whose clients have purchased the Depositary Shares. Each participant will then keep a record of its clients. Unless exchanged in whole or in part for a certificated security, a global security may not be transferred. However, DTC, its nominees, and their successors may transfer a global security as a whole to one another. Beneficial interests in the global securities will be shown on, and transfers of the global securities will be made only through, records maintained by DTC and its participants.

We will wire dividend payments to DTC’s nominee and we will treat DTC’s nominee as the owner of the global securities for all purposes. Accordingly, we will have no direct responsibility or liability to pay amounts due on the global securities to any holder or any other beneficial owners in the global securities.

Any redemption notices will be sent by us directly to DTC, who will in turn inform the direct participants, who will then contact beneficial holders.

It is DTC’s current practice, upon receipt of any payment of dividends or liquidation amount, to credit direct participants’ accounts on the payment date based on their holdings of beneficial interests in the global securities as shown on DTC’s records. In addition, it is DTC’s current practice to assign any consenting or voting rights to direct participants whose accounts are credited with shares of Preferred Stock on a record date, by using an omnibus proxy. Payments by participants to owners of beneficial interests in the global securities, and voting by participants, will be based on the customary practices between the participants and owners of beneficial interests, as is the case with the shares of Preferred Stock held for the account of customers registered in “street name.” However, payments will be the responsibility of the participants and not of DTC or us.

Depositary Shares represented by global securities will be exchangeable for certificated securities with the same terms in authorized denominations only if:

•DTC is unwilling or unable to continue as depositary or if DTC ceases to be a clearing agency registered under applicable law and a successor depositary is not appointed by us within 90 days; or

•we determine not to require all of the Depositary Shares to be represented by global securities.

If the book-entry-only system is discontinued, the transfer agent will keep the registration books for the Depositary Shares at its corporate office.

Description of the Preferred Stock

The following description of our Preferred Stock is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the pertinent sections of our certificate of incorporation and the certificates of designations creating the respective series of Preferred Stock (the “Certificates of Designations”), each of which is incorporated by reference as an exhibit to the Annual Report on Form 10-K of which this Exhibit 4.8 is a part, and to relevant sections of the DGCL.

General

The Certificates of Designations set forth the specific rights, preferences, limitations and other terms of the Preferred Stock. Each series of Preferred Stock constitutes a series of our authorized preferred stock. There is no issued class or series of share capital that ranks senior to the Preferred Stock, and each series of Preferred Stock ranks equally with the other with respect to the payment of dividends and the distribution of assets on any liquidation, dissolution or winding-up of the Company. See “—Ranking” below.

We will generally be able to pay dividends and distributions upon liquidation, dissolution or winding-up only out of lawfully available funds for such payment (i.e., after taking account of all indebtedness and other non-equity claims). The shares of Preferred Stock are fully paid and nonassessable. Holders of the Preferred Stock do not have preemptive or subscription rights to acquire more of our capital stock.

The shares of Preferred Stock are not convertible into, or exchangeable for, shares of any other class or series of shares or other securities of ours, except under the circumstances set forth under “—Substitution or Variation” below. The Preferred Stock has no stated maturity and will not be subject to any sinking fund, retirement fund or purchase fund or other obligation of the Company to redeem, repurchase or retire the Preferred Stock.

The depositary is the sole holder of Preferred Stock. The holders of Depositary Shares are required to exercise their proportional rights in the Preferred Stock through the depositary, as described in “Description of the Depositary Shares.”

Ranking

Each series of Preferred Stock:

•will rank senior to our junior stock (as defined below);

•will rank junior to our senior stock (as defined below) and any existing and future indebtedness of the Company and any of our subsidiaries;

•will rank equally with our parity stock (as defined below), including the other series of Preferred Stock;

•will not represent an interest in any of our subsidiaries; and

•will be structurally subordinated in right of payment to all obligations of our subsidiaries.

As used herein, “junior stock” means any class or series of stock that ranks junior to the Preferred Stock either as to the payment of dividends or as to the distribution of assets upon any liquidation, dissolution or

winding-up of the Company. As of January 31, 2024, our junior stock outstanding consisted solely of our common stock.

As used herein, “senior stock” means any class or series of stock that ranks senior to the Preferred Stock either as to the payment of dividends or as to the distribution of assets upon any liquidation, dissolution or winding-up of the Company. As of January 31, 2024, we had no senior stock outstanding.

As used herein, “parity stock” means any class or series of stock that ranks equally with the Preferred Stock as to the payment of dividends and the distribution of assets on any liquidation, dissolution or winding-up of the Company. As of January 31, 2024, the five series of Preferred Stock were our only parity stock outstanding.

Unless our stockholders otherwise provide, our board of directors may from time to time create and issue additional classes and series of preferred stock and fix their relative rights, preferences and limitations. Any such preferred stock could be senior stock or parity stock.

Dividends

Dividends on the Preferred Stock are non-cumulative. Consequently, if our board of directors or a duly authorized committee of our board of directors does not authorize and declare a dividend for any dividend period, holders of the Preferred Stock will not be entitled to receive a dividend for such period, and such undeclared dividend will not accumulate and will not be payable. We will have no obligation to pay dividends for a dividend period after the dividend payment date for such period if our board of directors or a duly authorized committee of our board of directors has not declared such dividend before the related dividend payment date, whether or not dividends are declared for any subsequent dividend period with respect to the Preferred Stock.

Holders of Preferred Stock will be entitled to receive non-cumulative cash dividends, only when, as and if declared by our board of directors or a duly authorized committee of our board of directors, out of funds legally available for the payment of dividends, from and including the original issue date, quarterly in arrears on the 30th day of March, June, September and December of each year.

To the extent declared, to but excluding June 30, 2029, which we refer to as the “fixed rate period,” dividends on our Series A Preferred Stock will be payable in an amount per share equal to 6.35% of the liquidation preference per annum (equivalent to $1,587.50 per share of Series A Preferred Stock and $1.5875 per Series A Depositary Share per annum). Commencing on June 30, 2029, which is the commencement date of the “floating rate period,” dividends on our Series A Preferred Stock will be payable on a non-cumulative basis, when, as and if declared by our board of directors or a duly authorized committee of the board of directors out of funds legally available for the payment of dividends in an amount per share equal to a floating annual rate, reset quarterly, of a reference rate (the “Alternative Rate”) selected by a central bank, reserve bank, monetary authority or any similar institution (including any committee or working group thereof) that is consistent with accepted market practice, including any such adjustments to such rate or the spread thereon, as well as the business day convention, determination dates and related provisions and definitions, in each case that are consistent with accepted market practice for the use of such rate for debt obligations or preferred stock obligations such as the Series A Preferred Stock.

To the extent declared, dividends on our Series B Preferred Stock will be payable in an amount per share equal to 5.625% of the liquidation preference per annum (equivalent to $1,406.25 per share of Series B Preferred Stock and $1.40625 per Series B Depositary Share per annum).

To the extent declared, to but excluding September 30, 2025 (the “Series C First Reset Date”), dividends on our Series C Preferred Stock will be payable on a non-cumulative basis, with respect to each dividend period, in an amount per share equal to 6.375% of the liquidation preference per annum (equivalent to $1,593.75 per share of Series C Preferred Stock and $1.59375 per Series C Depositary Share per annum). Commencing on the Series C First Reset Date, dividends on the Series C Preferred Stock will be payable, on a non-cumulative basis, with respect to each dividend period, only when, as and if declared by our board of directors or a duly authorized committee thereof, during each reset period (as described below),

at a rate per annum equal to the Five-year U.S. Treasury Rate as of the most recent reset dividend determination date (as described below) plus 5.97% of the liquidation preference per annum. A “reset date” means the applicable First Reset Date and each date falling on the fifth anniversary of the preceding reset date. Reset dates, including the applicable First Reset Date, will not be adjusted for business days. A “reset period” means the period from, and including, the applicable First Reset Date to, but excluding, the next following reset date and thereafter each period from, and including, each reset date to, but excluding, the next following reset date. A “reset dividend determination date” means, in respect of any reset period, the day falling three business days prior to the beginning of such reset period. The “Five-year U.S. Treasury Rate” means, as of any reset dividend determination date, as applicable, (i) an interest rate (expressed as a decimal) determined to be the per annum rate equal to the average of the yields to maturity for the five business days immediately prior to such reset dividend determination date for U.S. Treasury securities with a maturity of five years from the next reset date and trading in the public securities markets or (ii) if there is no such published U.S. Treasury security with a maturity of five years from the next reset date and trading in the public securities markets, then the rate will be determined by interpolation between the average of the yields to maturity for the five business days immediately prior to such reset dividend determination date for two series of U.S. Treasury securities trading in the public securities market, (A) one maturing as close as possible to, but earlier than, the reset date following the next succeeding reset dividend determination date, and (B) the other maturity as close as possible to, but later than, the reset date following the next succeeding reset dividend determination date, in each case as published in the most recent H.15 under the caption “Treasury constant maturities.” The Five-year U.S. Treasury Rate will be determined by the calculation agent on the applicable reset dividend determination date. If the Five-year U.S. Treasury Rate cannot be determined pursuant to the methods described in clauses (i) or (ii) above, then the Five-year U.S. Treasury Rate will be the same interest rate determined for the prior reset dividend determination date. “H.15” means the statistical release designated as “H.15 Daily Update,” or any successor publication, published by the Board of Governors of the U.S. Federal Reserve System, and “most recent H.15” means the H.15 published closest in time, but at or prior, to the close of business on the reset dividend determination date. With respect to Series C Preferred Stock, “calculation agent” means the calculation agent appointed by us prior to the First Reset Date, which may be a person or entity affiliated with us.

To the extent declared, dividends on our Series D Preferred Stock will be payable in an amount per share equal to 4.875% of the liquidation preference per annum (equivalent to $1,218.75 per share of Series D Preferred Stock and $1.21875 per Series D Depositary Share per annum).

To the extent declared, to but excluding December 30, 2027 (“Series E First Reset Date”), dividends on our Series E Preferred Stock will be payable on a non-cumulative basis, with respect to each dividend period, in an amount per share equal to 7.750% of the liquidation preference per annum (equivalent to $1,937.50 per share of Series E Preferred Stock and $1.93750 per Series E Depositary Share per annum). Commencing on the Series E First Reset Date, to the extent declared, dividends will be payable on a non-cumulative basis, with respect to each dividend period during each reset period, at a rate per annum equal to the Five-year U.S. Treasury Rate as of the most recent dividend determination date plus 3.962% of the liquidation preference per annum. Each of the applicable defined terms for the Series E Preferred Stock is analogous to that which is specified above for the Series C Preferred Stock.

Dividends, if so declared, will be payable to holders of record of the Preferred Stock as they appear on our books and records at 5:00 p.m. (New York City time) on the applicable record date, which shall be the 15th calendar day before that dividend payment date or such other record date fixed by our board of directors (or a duly authorized committee of the board of directors) that is not more than 60 nor less than 10 days prior to such dividend payment date (each, a “dividend record date”). These dividend record dates will apply regardless of whether a particular dividend record date is a business day. As used herein, “business day” means a day that is a Monday, Tuesday, Wednesday, Thursday or Friday and is not a day on which banking institutions in New York City generally are authorized or obligated by law or executive order to close.

A dividend period is the period from and including a dividend payment date to, but excluding, the next dividend payment date. During the fixed rate period with respect to the Series A Preferred Stock and at all times with respect to the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock, and the Series E Preferred Stock, if any dividend payment date falls on a day that is not a business

day, the payment of dividends will be made on the first business day following such dividend payment date, without accrual to the actual payment date.

With respect to Series A Preferred Stock, during the floating rate period, if any dividend payment date other than a redemption date falls on a day that is not a business day, the dividend payment date will be postponed to the next business day and, as a result, the corresponding dividend period shall be extended. If a redemption date falls on a day that is not a business day, the payment of dividends and redemption price will be made on the first business day following such redemption date, without accrual to the actual payment date.

During the fixed rate period, with respect to the Series A Preferred Stock, and at all times, with respect to the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock, and the Series E Preferred Stock, dividends payable will be computed on the basis of a 360-day year consisting of twelve 30-day months with respect to a full dividend period, and on the basis of the actual number of days elapsed during the period with respect to a dividend period other than a full dividend period.

With respect to the Series A Preferred Stock, during the floating rate period, dividends payable will be computed by multiplying the dividend rate for that dividend period by a fraction, the numerator of which will be the actual number of days elapsed during that dividend period (including the first day of the dividend period and excluding the last day, which is the dividend payment date), and the denominator of which will be 360, and by multiplying the result by the liquidation preference of the Series A Preferred Stock.

So long as any shares of a particular series of Preferred Stock remain outstanding, unless the full dividend for the last completed dividend period on all outstanding shares of such series of Preferred Stock and all outstanding shares of parity stock have been declared and paid (or declared and a sum sufficient for the payment thereof has been set aside):

•no dividend shall be paid or declared on our common stock or any other junior securities or any parity stock (except, in the case of the parity stock, on a pro rata basis with each other outstanding series of Preferred Stock as described below), other than a dividend payable solely in our common stock, other junior securities or (solely in the case of parity stock) other parity stock, as applicable; and

•no common stock, other junior securities or parity stock shall be purchased, redeemed or otherwise acquired for consideration by us, directly or indirectly (other than (i) as a result of a reclassification of junior stock for or into other junior securities, or a reclassification of parity stock for or into other parity stock, or the exchange or conversion of one share of junior stock for or into another junior security or the exchange or conversion of one share of parity stock for or into another share of parity stock, (ii) through the use of the proceeds of a substantially contemporaneous sale of junior stock or (solely in the case of parity stock) other parity stock, as applicable, or (iii) as required by or necessary to fulfill the terms of any employment contract, benefit plan or similar arrangement with or for the benefit of one or more employees, directors or consultants).

When dividends are not paid (or declared and a sum sufficient for the payment thereof has been set aside) in full on any dividend payment date (or, in the case of parity stock having dividend payment dates different from the dividend payment dates pertaining to the Preferred Stock, on a dividend payment date falling within the related dividend period for the Preferred Stock) on the Preferred Stock and any parity stock, all dividends declared by our board of directors or a duly authorized committee of the board of directors on the Preferred Stock and all such parity stock and payable on such dividend payment date (or, in the case of parity stock having dividend payment dates different from the dividend payment dates pertaining to the Preferred Stock, on a dividend payment date falling within the related dividend period for the Preferred Stock) shall be declared by the board of directors or such committee of the board of directors pro rata in accordance with the respective aggregate liquidation preferences of the Preferred Stock and any parity stock so that the respective amounts of such dividends shall bear the same ratio to each other as all declared but unpaid dividends per share of Preferred Stock and all shares of parity stock

payable on such dividend payment date (or, in the case of parity stock having dividend payment dates different from the dividend payment dates pertaining to the Preferred Stock, on a dividend payment date falling within the related dividend period for the Preferred Stock) bear to each other.

Dividends on the Preferred Stock will not be declared, paid or set aside for payment if we fail to comply, or if such act would cause us to fail to comply, with applicable laws, rules and regulations (including any applicable capital adequacy guidelines established by the “capital regulator”).

Because we are a holding company and substantially all of our operations are conducted by our main operating subsidiaries, our ability to meet any ongoing cash requirements and to pay dividends will depend on our ability to obtain cash dividends or other cash payments or obtain loans from these subsidiaries.

Determination of Floating Rate

Beginning on June 30, 2029, dividends on the Series A Preferred Stock will be payable on a non-cumulative basis, only when, as and if declared, at a floating annual rate, which is reset quarterly, equal to the Alternative Rate.

Payment of Additional Amounts

We will make all payments on the Preferred Stock free and clear of and without withholding or deduction at source for, or on account of, any present or future taxes, fees, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of any relevant taxing jurisdiction (as defined under “—Optional Redemption—Change in Tax Law”), unless such taxes, fees, duties, assessments or governmental charges are required to be withheld or deducted by (i) the laws (or any regulations or rulings promulgated thereunder) of any relevant taxing jurisdiction or (ii) an official position regarding the application, administration, interpretation or enforcement of any such laws, regulations or rulings (including, without limitation, a holding by a court of competent jurisdiction or by a taxing authority in any relevant taxing jurisdiction). If a withholding or deduction at source is required, we will, subject to certain limitations and exceptions described below, pay to the holders of the Preferred Stock such additional amounts (the “additional amounts”) as dividends as may be necessary so that every net payment, after such withholding or deduction (including any such withholding or deduction from such additional amounts), will be equal to the amounts we would otherwise have been required to pay had no such withholding or deduction been required.

We will not be required to pay any additional amounts for or on account of:

(a)any tax, fee, duty, assessment or governmental charge of whatever nature that would not have been imposed but for the fact that such holder was a resident, domiciliary or national of, or engaged in business or maintained a permanent establishment or was physically present in, the relevant taxing jurisdiction or any political subdivision thereof or otherwise had some connection with the relevant taxing jurisdiction other than by reason of the mere ownership of, or receipt of payment under, the Preferred Stock or any shares of Preferred Stock presented for payment (where presentation is required for payment) more than 30 days after the Relevant Date (except to the extent that the holder would have been entitled to such amounts if it had presented such shares for payment on any day within such 30 day period). The “Relevant Date” means, in respect of any payment, the date on which such payment first becomes due and payable, but if the full amount of the moneys payable has not been received by the dividend disbursing agent on or prior to such due date, it means the first date on which the full amount of such moneys having been so received and being available for payment to holders and notice to that effect shall have been duly given to the holders of the Preferred Stock;

(b)any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge or any tax, assessment or other governmental charge that is payable otherwise than by withholding or deduction from payment of the liquidation preference or of any dividends on the Preferred Stock;

(c)any tax, fee, duty, assessment or other governmental charge that is imposed or withheld by reason of the failure by the holder of such Preferred Stock to comply with any reasonable request by us addressed to the holder within 90 days of such request (i) to provide information concerning the nationality, residence or identity of the holder or (ii) to make any declaration or other similar claim or satisfy any information or reporting requirement that is required or imposed by statute, treaty, regulation or administrative practice of the relevant taxing jurisdiction as a precondition to exemption from all or part of such tax, fee, duty, assessment or other governmental charge;

(d)any tax, fee, duty, assessment or governmental charge required to be withheld or deducted under Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended (or any Treasury Regulations or other administrative guidance thereunder); or

(e)any combination of items (a), (b), (c), and (d).

In addition, we will not pay additional amounts with respect to any payment on the Preferred Stock to any holder that is a fiduciary, partnership, limited liability company or other pass-through entity other than the sole beneficial owner of such Preferred Stock if such payment would be required by the laws of the relevant taxing jurisdiction to be included in the income for tax purposes of a beneficiary or partner or settlor with respect to such fiduciary or a member of such partnership, limited liability company or other pass-through entity or a beneficial owner to the extent such beneficiary, partner or settlor would not have been entitled to such additional amounts had it been the holder of the Preferred Stock.

If there is a substantial probability that we or any entity formed by a consolidation, merger or amalgamation (or similar transaction) involving us or the entity to which we convey, transfer or lease substantially all of our properties and assets (a “successor company”) would become obligated to pay any additional amounts as a result of a change in tax law, we will also have the option to redeem the Preferred Stock as described in “—Optional Redemption—Change in Tax Law.”

Liquidation Rights

Upon any voluntary or involuntary liquidation, dissolution or winding-up of the Company, holders of the Preferred Stock are entitled to receive out of our assets available for distribution to stockholders, after satisfaction of liabilities to creditors and senior securities, if any, but before any distribution of assets is made to holders of our common stock or any other junior securities, a liquidating distribution in the amount of $25,000 per share of Preferred Stock (equivalent to $25.00 per Depositary Share) plus declared and unpaid dividends, if any, to the date fixed for distribution.

After payment of the full amount of the distributions to which they are entitled, holders of the Preferred Stock will have no right or claim to any of our remaining assets. In any such distribution, if our assets are not sufficient to pay the liquidation preferences in full to all holders of Preferred Stock and to the holders of any parity stock, the holders of Preferred Stock and all holders of any parity stock will be paid pro rata in accordance with the respective aggregate liquidation preferences of those holders, but only to the extent we have assets available after satisfaction of all liabilities to creditors and holders of senior securities. In any such distribution, the “liquidation preference” of any holder of Preferred Stock means the amount payable to such holder in such distribution (assuming no limitation on assets available for distribution), including any declared but unpaid dividends (and any unpaid, accrued cumulative dividends, whether or not declared, in the case of any holder of shares on which dividends accrue on a cumulative basis). If the liquidation preference has been paid in full to all holders of the Preferred Stock and any holders of parity stock, the holders of our junior securities shall be entitled to receive all of our remaining assets according to their respective rights and preferences.

For purposes of this section, a consolidation, amalgamation, merger, arrangement, reincorporation, de-registration, reconstruction, reorganization or other similar transaction involving the Company or the sale or transfer of all or substantially all of our shares, property or business will not be deemed to constitute a liquidation, dissolution or winding-up.

Mandatory Redemption

The Preferred Stock is not subject to any mandatory redemption, sinking fund, retirement fund, purchase fund or other similar provisions. Holders of the Preferred Stock will have no right to require the redemption or repurchase of the Preferred Stock.

Optional Redemption

On or After the Applicable Redemption Commencement Date (as Defined Below)

Except as described below under this “Optional Redemption” section, the Series A Preferred Stock is not redeemable prior to June 30, 2029, the Series B Preferred Stock is not redeemable prior to September 30, 2024, the Series D Preferred Stock is not redeemable prior to December 30, 2025, and the Series E Preferred Stock is not redeemable prior to December 30, 2027 (each date, as the context requires, the “Applicable Redemption Commencement Date”). On and after the Applicable Redemption Commencement Date, the respective series of Preferred Stock will be redeemable at our option, for cash, in whole or from time to time in part, upon not less than 30 days’ (in the case of Series A Preferred Stock) and 15 days’ (in the case of Series B Preferred Stock, Series D Preferred Stock, and Series E Preferred Stock) nor more than 60 days’ prior written notice, at a redemption price equal to $25,000 per share of Preferred Stock (equivalent to $25.00 per Depositary Share), plus declared and unpaid dividends, if any, to, but excluding, the date of redemption, without interest on such unpaid dividends.

Par Call Redemption

We may redeem the Series C Preferred Stock at our option, in whole or in part, from time to time, during any par call period, at a redemption price equal to $25,000 per share of Preferred Stock (equivalent to $25.00 per Depositary Share), plus the amount of declared and unpaid dividends, if any, without interest on such unpaid dividends. In the event the applicable reset date that is the redemption date is not a business day, the redemption price will be paid on the next business day without any adjustment to the amount of the redemption price paid.

“Par call period” means the period from and including June 30 of each year in which there is a reset date (which is three months prior to the reset date in such year) to and including such reset date.

Voting Event

Each series of Preferred Stock is redeemable at our option in whole, but not in part, at any time (i) prior to the Applicable Redemption Commencement Date (in the case of Series A Preferred Stock, Series B Preferred Stock, Series D Preferred Stock, and Series E Preferred Stock) or (ii) outside of a par call period (in the case of Series C Preferred Stock) upon the time of notice to the holders of common stock of a proposal for a merger or amalgamation or any proposal for any other matter that requires, as a result of any changes in Delaware law, an affirmative vote of the holders of the Preferred Stock at the time outstanding, whether voting as a separate series or together with any other series of Preferred Stock as a single class, at a redemption price of $26,000 per share of Preferred Stock (equivalent to $26.00 per Depositary Share), plus declared and unpaid dividends, if any, to, but excluding, the date of redemption, without accumulation of any undeclared dividend, and without interest.

Capital Disqualification Event

The Preferred Stock is redeemable at our option at any time in whole, but not in part, upon not less than 30 days’ (in the case of Series A Preferred Stock) or 15 days’ (in the case of Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, and Series E Preferred Stock) nor more than 60 days’ prior written notice, at a redemption price of $25,000 per share of Preferred Stock (equivalent to $25.00 per Depositary Share) plus declared and unpaid dividends, if any, to, but excluding, the date of redemption, without interest on such unpaid dividends, at any time within 90 days following the occurrence of the date on which we have reasonably determined that, as a result of (i) any amendment to, or change in, the laws or regulations of the jurisdiction of our “capital regulator” that is enacted or becomes effective after the initial issuance of the Preferred Stock; (ii) any proposed amendment to, or

change in, those laws or regulations that is announced or becomes effective after the initial issuance of the Preferred Stock; or (iii) any official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws or regulations that is announced after the initial issuance of the Preferred Stock, a “capital disqualification event” (as defined below) has occurred.

As used herein, “capital adequacy regulations” means the solvency margin, capital adequacy regulations or any other regulatory capital rules applicable to us from time to time on an individual or group basis pursuant to the laws of any applicable jurisdiction and which set out the requirements to be satisfied by financial instruments to qualify as solvency margin or additional solvency margin or regulatory capital (or any equivalent terminology employed by the then applicable capital adequacy regulations).

As used herein, a “capital disqualification event” has occurred if the Preferred Stock does not qualify as “Tier 1 Capital” (or a substantially similar concept) for purposes of the capital adequacy rules or regulatory standards of any “capital regulator” to which we are or will be subject; provided that the proposal or adoption of any criterion that is substantially the same as the corresponding criterion in the capital adequacy rules of the Federal Reserve Board applicable to bank holding companies as of the date of the initial issuance of the Bermuda Series A Preferred Stock (as defined in our certificate of incorporation) will not constitute a regulatory capital event.

As used herein, “capital regulator” means any governmental agency, instrumentality or standard-setting organization as may then have group-wide oversight of our regulatory capital.

Change in Tax Law

The Preferred Stock is redeemable at our option at any time, in whole, but not in part, upon not less than 30 days’ (in the case of Series A Preferred Stock) or 15 days’ (in the case of Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, and Series E Preferred Stock) nor more than 60 days’ prior written notice, at a redemption price of $25,000 per share of Preferred Stock (equivalent to $25.00 per Depositary Share) plus declared and unpaid dividends, if any, to, but excluding, the date of redemption, without interest on such unpaid dividends, if as a result of a change in tax law (as defined below) there is, in our reasonable determination, a substantial probability that we or any successor company would be required to pay any additional amounts on the next succeeding dividend payment date with respect to the Preferred Stock and the payment of those additional amounts cannot be avoided by the use of any reasonable measures available to us or any successor company (a “tax event”).

A “change in tax law” that would trigger the provisions of the preceding paragraph would be (i) a change in or amendment to laws, regulations or rulings of any relevant taxing jurisdiction (as defined below), (ii) a change in the official application or interpretation of those laws, regulations or rulings, (iii) any execution of or amendment to any treaty affecting taxation to which any relevant taxing jurisdiction is party or (iv) a decision rendered by a court of competent jurisdiction in any relevant taxing jurisdiction, whether or not such decision was rendered with respect to us, in each case described in (i)-(iv) above occurring after the date of issuance of the applicable series of Preferred Stock; provided that in the case of a relevant taxing jurisdiction other than Bermuda in which a successor company is organized, such change in tax law must occur after the date on which we consolidate, merge or amalgamate (or engage in a similar transaction) with the successor company, or convey, transfer or lease substantially all of our properties and assets to the successor company, as applicable.

As used herein, a “relevant taxing jurisdiction” is (i) Bermuda or any political subdivision or governmental authority of or in Bermuda with the power to tax, (ii) any jurisdiction from or through which we or our dividend disbursing agent are making payments on the Preferred Stock or any political subdivision or governmental authority of or in that jurisdiction with the power to tax or (iii) any other jurisdiction in which we or a successor company is organized or generally subject to taxation or any political subdivision or governmental authority of or in that jurisdiction with the power to tax.

Prior to any redemption upon a tax event, we will be required to deliver to the transfer agent for the Preferred Stock a certificate signed by one of our officers confirming that a tax event has occurred and is continuing (as reasonably determined by us).

Rating Agency Event

As used herein, a “rating agency event” has occurred if any nationally recognized statistical rating organization, as defined in Section 3(a)(62) of the Exchange Act, that then publishes a rating for us (a “rating agency”) amends, clarifies or changes the criteria it uses to assign equity credit to securities such as the Preferred Stock, which amendment, clarification or change results in:

•the shortening of the length of time the Preferred Stock is assigned a particular level of equity credit by that rating agency as compared to the length of time they would have been assigned that level of equity credit by that rating agency or its predecessor on the initial issuance of the Preferred Stock; or

•the lowering of the equity credit (including up to a lesser amount) assigned to the Preferred Stock by that rating agency as compared to the equity credit assigned by that rating agency or its predecessor on the initial issuance of the Preferred Stock.

Procedures for Redemption

The redemption price for any shares of Preferred Stock shall be payable on the redemption date to the holders of such shares against book-entry transfer or surrender of the certificate(s) evidencing such shares to us or our agent. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the dividend record date for a dividend period shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such dividend record date relating to the dividend payment date provided in “—Dividends” above.

If any shares of Preferred Stock are to be redeemed, the notice of redemption shall be given by first class mail to the holders of record of the Preferred Stock to be redeemed, mailed not less than 30 days (in the case of the Series A Preferred Stock) or 15 days (in the case of Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, and Series E Preferred Stock) nor more than 60 days prior to the date fixed for redemption thereof (provided that, if the Preferred Stock is held in book-entry form through DTC, we may give such notice in any manner permitted by DTC). Each notice of redemption will include a statement setting forth:

•the redemption date;

•the number of shares of Preferred Stock to be redeemed and, if less than all of the applicable series of Preferred Stock are to be redeemed, the number of shares of such Preferred Stock to be redeemed from such holder;

•the redemption price; and

•that the shares should be delivered via book-entry transfer or the place or places where holders may surrender certificates evidencing the shares of Preferred Stock for payment of the redemption price.

If notice of redemption of any shares of Preferred Stock has been given and if the funds necessary for such redemption have been set aside by us for the benefit of the holders of any Preferred Stock so called

for redemption, then, from and after the redemption date, no further dividends will be declared on such shares of Preferred Stock, such shares of Preferred Stock shall no longer be deemed outstanding and all rights of the holders of such Preferred Stock will terminate, except the right to receive the redemption price, without interest.

In case of any redemption of only part of a particular series of Preferred Stock at the time outstanding, the shares of Preferred Stock to be redeemed shall be selected either pro rata or by lot.

In addition, if the Preferred Stock is treated as “Tier 1 capital” (or a substantially similar concept) under the capital guidelines of a “capital regulator,” any redemption of the Preferred Stock may be subject to our receipt of any required prior approval from the “capital regulator” and to the satisfaction of any conditions to our redemption of the shares of Preferred Stock set forth in those capital guidelines or any other applicable regulations of the “capital regulator.”

Substitution or Variation

At any time following a tax event or at any time following a capital disqualification event, we may, without the consent of any holders of the applicable series of Preferred Stock, vary the terms of such series of Preferred Stock such that they remain securities, or exchange such Preferred Stock with new securities, which (i) in the case of a tax event, would eliminate the substantial probability that we or any successor company would be required to pay any additional amounts with respect to the applicable series of Preferred Stock as a result of a change in tax law or (ii) in the case of a capital disqualification event, for purposes of determining the solvency margin, capital adequacy ratios or any other comparable ratios, regulatory capital resource or level of the Company or any member thereof, where subdivided into tiers, qualify as “Tier 1 capital” (or a substantially similar concept) under the capital guidelines of our “capital regulator.” In either case, the terms of the varied securities or new securities considered in the aggregate cannot be less favorable to holders than the terms of the applicable series of Preferred Stock prior to being varied or exchanged; provided that no such variation of terms or securities received in exchange shall change the specified denominations of, dividend payable on, the redemption dates (other than any extension of the period during which an optional redemption may not be exercised by us) or currency of, the applicable series of Preferred Stock, reduce the liquidation preference thereof, lower the ranking in right of payment with respect to the payment of dividends or the distribution of assets upon liquidation, dissolution or winding-up of the applicable series of Preferred Stock, or change the foregoing list of items that may not be so amended as part of such substitution or variation. Further, no such variation of terms or securities received in exchange shall impair the right of a holder of the securities to institute suit for the payment of any amounts due (as provided under the Certificates of Designations), but unpaid with respect to such holder’s securities.

Prior to any substitution or variation, we will be required to receive an opinion of independent legal advisers of recognized standing to the effect that holders and beneficial owners (including holders and beneficial owners of Depositary Shares) of the applicable series of Preferred Stock (including as holders and beneficial owners of the varied or exchanged securities) will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such substitution or variation and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case had such substitution or variation not occurred.

Any substitution or variation of the Preferred Stock described above will be made after notice is given to the holders of the applicable series of Preferred Stock not less than 30 days (in the case of the Series A Preferred Stock) or 15 days (in the case of Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, and Series E Preferred Stock) nor more than 60 days prior to the date fixed for substitution or variation, as applicable.

Voting Rights

Except as provided below or as otherwise from time to time required by law, the holders of the Preferred Stock will have no voting rights.

Whenever dividends in respect of any series of Preferred Stock shall have not been declared and paid for the equivalent of six or more dividend periods, whether or not for consecutive dividend periods (a “nonpayment event”), the holders of such series of Preferred Stock, voting together as a single class with holders of any and all other series of voting preferred stock (as defined below) then outstanding, will be entitled to vote for the election of a total of two additional members of the board of directors of the Company (the “preferred stock directors”), provided that the election of any such directors shall not cause us to violate the corporate governance requirements of the SEC or the NYSE (or any other exchange on which our securities may be listed or quoted) that listed or quoted companies must have a majority of independent directors. In such case, we will use our best efforts to increase the number of directors constituting the board of directors to the extent necessary to effectuate such right and, if necessary, to amend our certificate of incorporation. Each preferred stock director will be added to an already existing class of directors.

As used herein, “voting preferred stock” means any other class or series of our preferred stock ranking equally with the applicable Preferred Stock as to dividends and the distribution of assets upon liquidation, dissolution or winding- up of the Company and upon which like voting rights have been conferred and are exercisable, which, as of January 31, 2024 consisted solely of the other classes of Preferred Stock.

If and when dividends for at least four consecutive dividend periods following a nonpayment event have been paid in full (or declared and a sum sufficient for such payment shall have been set aside), the holders of the applicable series of Preferred Stock shall be divested of the foregoing voting rights (subject to revesting in the event of each subsequent nonpayment event) and, if such voting rights for all other holders of voting preferred stock have terminated, the term of office of each preferred stock director so elected shall terminate and any individuals then serving as a preferred stock director shall automatically cease to be qualified as, and shall thereupon cease to be, a preferred stock director, and the number of directors on the board of directors of the Company shall automatically decrease by two. In determining whether dividends have been paid for four consecutive dividend periods following a nonpayment event, we may take account of any dividend we elect to pay for such a dividend period after the regular dividend payment date for that period has passed.

Any preferred stock director may be removed at any time without cause by the holders of record of a majority of the aggregate voting power, as determined under our certificate of incorporation, of the applicable series of Preferred Stock and any other shares of voting preferred stock then outstanding (voting together as a single class) when they have the voting rights described above. So long as a nonpayment event shall continue, any vacancy in the office of a preferred stock director (other than prior to the initial election after a nonpayment event) may be filled by the written consent of the preferred stock director remaining in office, or if none remain in office, by a vote of the holders of record of a majority of the outstanding applicable series of Preferred Stock and any other shares of voting preferred stock then outstanding (voting together as a single class) when they have the voting rights described above. Any vote of holders of voting preferred stock to remove, or to fill a vacancy in the office of, a preferred stock director may be taken only at a special meeting of such holders, called as provided above for an initial election of preferred stock director after a nonpayment event (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders of the Company, in which event such election shall be held at such next annual or special meeting of stockholders). The preferred stock directors shall each be entitled to one vote per director on any matter. Each preferred stock director elected at any special meeting of stockholders or by written consent of the other preferred stock director shall hold office until the next annual meeting of the stockholders of the Company until their successors, if any, are elected by such holders and qualified, if such office shall not have previously terminated as above provided, subject to such preferred stock director’s earlier death, disqualification, removal or resignation. Holders of the Depositary Shares must act through the depositary to exercise any voting rights in respect of the Preferred Stock.

All or any of the special rights of the applicable series of Preferred Stock may be altered or abrogated with the consent in writing of the holders of not less than three-quarters of the issued shares of Preferred Stock of that series or with the sanction of a special resolution approved by at least a majority of the votes cast by the holders of such series of Preferred Stock at a separate meeting. At any meeting of stockholders held to vote on the approval of any alteration or abrogation in accordance with the immediately preceding sentence, the presence in person or by proxy of the holders of a majority in voting power of the

outstanding shares of Preferred Stock shall constitute a quorum for the purpose of voting on such proposal.

On any item on which the holders of the applicable series of Preferred Stock are entitled to vote, such holders will be entitled to one vote for each shares of Preferred Stock of that series held.

Without the consent of the holders of the applicable series of Preferred Stock, so long as such action does not materially and adversely affect the special rights, preferences, privileges and voting powers of such Preferred Stock, taken as a whole, our board of directors may, by resolution, amend, alter, supplement or repeal any terms of a particular series of Preferred Stock:

•to cure any ambiguity, or to cure, correct or supplement any provision contained in the Certificate of Designations for the applicable series of Preferred Stock that may be defective or inconsistent; or

•to make any provision with respect to matters or questions arising with respect to the applicable series of Preferred Stock that is not inconsistent with the provisions of the Certificate of Designations;

provided that any such amendment, alteration, supplement or repeal of any terms of such Preferred Stock effected in order to conform the terms thereof to the description of the terms of such Preferred Stock set forth under “Description of Series A Preference Shares,” “Description of Series B Preference Shares,” “Description of the Series C Preference Shares,” “Description of the Series D Preference Shares,” or “Description of the Series E Preference Shares” in the applicable prospectus supplement distributed in connection with the offering of the respective Preferred Stock shall be deemed not to materially and adversely affect the special rights, preferences, privileges and voting powers of the respective shares of Preferred Stock, taken as a whole.

The foregoing voting provisions will not apply with respect to a particular series of Preferred Stock if, at or prior to the time when the act with respect to which such vote would otherwise be required shall be effected, all outstanding shares of Preferred Stock of such series shall have been redeemed or called for redemption upon proper notice and sufficient funds shall have been set aside by us for the benefit of the holders of such series of Preferred Stock to effect such redemption.

Conversion

The shares of Preferred Stock are not convertible into or exchangeable for any other securities or property of the Company, except under the circumstances set forth under “—Substitution or Variation” above.

Listing of the Preferred Stock

We do not intend to list the Preferred Stock on any exchange or expect that there will be any separate public trading market for the Preferred Stock except as represented by the Depositary Shares, which Depositary Shares are listed on the NYSE under the symbols “ATHPrA” (with respect to the Series A Depositary Shares), “ATHPrB” (with respect to the Series B Depositary Shares), “ATHPrC” (with respect to the Series C Depositary Shares), “ATHPrD” (with respect to the Series D Depositary Shares), and “ATHPrE” (with respect to the Series E Depositary Shares).

Form: 10-K

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