ATH-PA 10-K & 10-Q changes, risk factors and insider trading

Certain metrics discussed in this section are based on management view and therefore may not correspond to amounts disclosed in our consolidated financial statements or the notes thereto. For example, investment figures cited represent our net invested assets, which include assets held by cedants that correspond to liabilities ceded to us, but doesdo not include amounts attributable to our noncontrolling interests in ACRA. In the context discussed, we believe that these metrics provide the most comprehensive view of our risk exposures. See Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations–Key Operating and Non-GAAP Measures–Net Invested Assets for further discussion.

•Hedging Strategies – We use, and may in the future use, derivatives and reinsurance contracts to hedge risks related to current or future changes in the fair value of our assets and liabilities; current or future changes in cash flows; changes in interest rates, equity markets and credit spreads; the occurrence of credit defaults; foreign currency fluctuations; and changes in mortality and longevity. We use equity derivatives to hedge the liabilities associated with our FIAs.indexed annuities. Our hedging strategies rely on assumptions and projections regarding our assets and liabilities, as well as general market factors and the creditworthiness of our counterparties, any or all of which may prove to be incorrect or inadequate. Additionally, the derivatives market has become the subject of comprehensive regulation, which may impact the availability and cost of derivatives that we use. Accordingly, our ability to hedge and our hedging activities may be adversely impacted or not have the desired impact. We may also incur significant losses on hedging transactions.

On June 30, 2023, AHL, ALRe, Athene USA Corporation (AUSA) and AARe, as borrowers, entered into a five-year revolving credit agreement with a syndicate of banks and Citibank, N.A., as administrative agent (Credit Facility). Also on June 28,27, 2024,2025, AHLAHL, ALRe, Athene Annuity and ALReLife Company (AAIA) and AARe, as borrowers, entered into a new revolving credit agreement with a syndicate of banks and Wells Fargo Bank, National Association, as administrative agent (Liquidity Facility), which replaced our previous revolving credit agreement dated as of June 30,28, 2023.2024. The Credit Facility, Liquidity Facility, and certain letters of credit also entered into contain various restrictive covenants which restrict the operations of our business. As a result of these restrictions, we may be limited in how we conduct our operations and may be unable to raise additional debt financing to compete effectively or to take advantage of new business opportunities.

The terms of anyAny future indebtedness we may incur may also contain additionalsignificant restrictiveoperating covenants.and financial restrictions.

Liquidity risk is a manifestation of events that are driven by other risk types (e.g. market, policyholder behavior, operational). A liquidity shortfall may arise in the event of insufficient funding sources or an immediate and significant need for cash or collateral. In addition, it is possible that expected liquidity sources, such as our credit facilities, may be unavailable or inadequate to satisfy the liquidity demands described below. In particular, adverse economic and geopolitical conditions, including the wararmed conflicts between Russia and Ukraine,Ukraine the conflictand in the Middle East, inflationary pressures and inflationcorresponding (andactions the responsestaken by the US Federal Reserve),Reserve, plateauing or slowing economic growth, evolving global tariff or trade policies, and sanctions imposed on Russia by the US and other countries, continue to contribute to volatility in the financial marketsmarkets. andThese developments may restrict the liquidity sources available to us and further may result in analso increase of our liquidity demands.needs. We primarily have liquidity exposure through our collateral market exposure, asset liability mismatch, dependence on the financial markets for funding and funding commitments. If a material liquidity demand is triggered and we are unable to satisfy the demand with the sources of liquidity readily available to us, it may have a material adverse impact on our business, financial condition, results of operations, liquidity and cash flows. See Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations–Liquidity and Capital Resources for a discussion of our liquidity and sources and uses of liquidity, including information about legal and regulatory limits on the ability of our subsidiaries to pay dividends.

Our US insurance subsidiaries are subject to state regulations that provide for minimum capital requirements (MCR) based on RBC formulas for life insurance companies relating to insurance, business, asset, interest rate and certain other risks. Similarly, our Bermuda reinsurance subsidiaries are subject to MCR imposed by the BMA through the BMA’s ECR and MMS.

In March 2024, the BMA published revised rules and new guidance notes to enhance Bermuda’s regulatory regime for commercial insurers. The material enhancement to the framework includesincluded updates to the technical provisions, the computation of the BSCR and the BSCR adjustment framework.

Our investments and derivative financial instruments are subject to risks of credit defaults and changes in market values. Periods of macroeconomic weakness or recession, heightened volatility or disruption in the financial and credit markets could increase these risks, potentially resulting in impairment of assets in our investment portfolio. The impact ofHeightened geopolitical tension,tensions, such as a deterioration in theUS-China bilateral relationship between the US and Chinarelations or the ongoing war between Russia and Ukraine, including any resulting sanctions, export controls or other restrictive actionsmeasures that may be imposed by the US and/or other countries against governmental or other entities in,in forother example,countries Russia,could also could lead to disruption, instabilityinstability, and volatility in the global markets, which may have an impact onaffect our investments across negatively impacted sectors or geographies.

We encounter various types of counterparty credit risk. Our insurance subsidiaries cede certain risk to third-party insurance companies that may cover large volumes of business and expose us to a concentration of credit risk with respect to such counterparties. Such subsidiaries may not have a security interest in the underlying assets and despite certain indemnification rights, we retain liability to our policyholders if a counterparty fails to perform. Certain of our insurance subsidiaries also reinsure liabilities from other insurance companies and these subsidiaries may be negatively impacted by changes in the ceding companies’ ratings, creditworthiness, and market perception, or any policy administration issues. We also assume pension obligations from plan sponsors that expose us to the credit risk of the plan sponsor. In addition, we aremay be exposed to credit loss in the event of nonperformance by our derivative agreement counterparties. If any of these counterparties isare not able to satisfy its obligations to us or third parties, including policyholders, we may not achieve our targeted returns and our financial position, results of operations, liquidity and cash flow may be materially adversely affected.

We face single issuer concentration risk both in the context of strategic alternative investments, in which we occasionally hold significant equity positions, and large asset trades, in which we generally hold significant debt positions. Our most significant concentration risk exposure arising in the context of strategic alternative investments, on a risk-adjusted basis, is our investment in Athora, an insurance holding company focused on the European life insurance market. Given our significant exposure to these issuers, we are subject to the risks inherent in their business. For example, as a life insurer, Athora is subject to credit risk with respect to its investment portfolio and mortality risk with respect to its product liabilities, each of which may be exacerbated by unforeseen events. Further, Athora has significant European operations, which expose it to volatile economic conditions and risks relating to EU countries and withdrawals thereof. In addition, Athora is subject to multiple legal and regulatory regimes that may hinder or prevent it from achieving its business objectives. To the extent that we suffer a significant loss on our investment in these issuers, including Athora, our financial condition, results of operations and cash flows could be adversely affected In addition, from time to time, in order to facilitate certain large asset trades and in exchange for commitment fees, we may commit to purchasing a larger portion of an investment than we ultimately expect to retain, and in such instances we are reliant upon Apollo’s ability to syndicate the transaction to other investors. If Apollo is unsuccessful in its syndication efforts, we may be exposed to greater concentration risk than what we would deem desirable from a risk appetite perspective and the commitment fee that we receive may not adequately compensate us for this risk.

Further, governmental and regulatory authorities periodically review legislative and regulatory initiatives, and may promulgate new or revised, or adopt changes in the interpretation and enforcement of existing, rules and regulations at any time that may impact our investments. For example, Rule 15c2-11 under the Exchange Act governs the submission of quotes into quotation systems by broker-dealers and has historically been applied to the over-the-counter equity markets. Effective October 30, 2023, the SEC adopted an order exempting securities issued pursuant to Rule 144 from the quotation restrictions of Rule 15c2-11. However, for many other privately placed fixed income securities, Rule 15c2-11 restrictedrestricts the ability of market participants to publish quotations after January 4, 2024.quotations. Such change in regulatory requirements could disrupt market liquidity and cause securities in our investment portfolio that are not publicly traded, such as our privately placed fixed maturity securities and below investment grade securities, to lose value, which could have a material and adverse effect on our business, financial condition or results of operations.

Climate changechange-related risks and regulatory and other efforts to reduceaddress climate change, as well as environmental, social and governance requirementschange could adversely affect our business.

We face a number of risks associated with climate change including both transition and physical risks. The transition risks that could impact our company and our investment portfolio include those risks related to the impact of US and foreign climate- and environmental, social and governance (ESG)-relatedclimate-related legislation and regulation, as well as risks arising from climate-related business trends. Moreover, our investments are subject to risks stemming from the physical impacts of climate change. In particular, climate change may impact asset pricesprices, increase insurance costs and decrease the value of our investments linked to real estate. For example, rising sea levels may lead to decreases in real estate values in coastal areas. We have significant concentrations of real estate investments and collateral underlying investments linked to real estate in areas of the US prone to catastrophe,severe weather and climate events (such as wildfires, droughts, hurricanes and floods), including California, sections of the northeasternNortheastern US, the South Atlantic states and the Gulf Coast.

New climateClimate change-related regulations or interpretations of existing laws have resulted, and may resultcontinue to result, in enhanced disclosure obligations that could negatively affect our investments and also materially increase our regulatory burden. We also face business trend-related climate risks. Certain investors are increasingly taking climate-related risks into account ESG factors, including climate risks, inwhen determining whether to invest in our preferred shares,stock, debt securities and FABN program. Conversely, certain investors may be concerned if we take climate change-related risks into account when making investment decisions. Our reputation and investor relationships could be damaged as a result of our involvement in certain industries, investments or transactions associated with activities perceived to be causing or exacerbating climate change, as well as any decisions we make to continue to conduct or change our activities in response to considerations relating to climate change.

Furthermore, our financial and operational results could be impacted by emerging risk and changes to the regulatory landscape inrelated areasto like ESGsustainability-related matters. ChangesNew and uncertainty inevolving US and non-US legislation, policypolicies and regulations, including climate-related or regulationother regardingsustainability-related ESGdisclosure practicesrequirements in the US, the European Union and the UK, may result in higher regulatory costs,regulatory, compliance costsand andreporting costs, increased capital expenditures,expenditures andor changes in our investment practices. Changes in such regulations may impactalso affect asset prices, resulting in realized or unrealized losses on our investments. Numerous jurisdictions in which we operate have also proposed or adopted legislation or regulatory initiatives that oppose, restrict or otherwise affect investment strategies that incorporate sustainability‑related considerations, which may create operational challenges and constraints for our products and activities (including our funding agreement‑backed note program and issuances of preferred stock and debt securities). In addition, differing or inconsistent requirements across jurisdictions may increase the complexity and cost of our compliance efforts. Any violation, even if alleged, or failure to obtain or maintain regulatory approvals could adversely affect our business, financial condition and results of operations. Undertaking initiatives to address ESGsustainability-related practices,matters, including those related to human capital management such as talent attraction and development, DEI and employee health and safety, could increase our cost of doing businessbusiness. andFurther, any actual or perceived failure to adequatelymeet address ESGthe expectations of ourregulators, variousinvestors or other stakeholders could leadrelating to asustainability-related tarnishedpractices reputationcould andharm lossour of customers.reputation.

Our conflictsaudit committee and our disinterested directors analyze these conflicts to protect against potential harm resulting from conflicts of interest in connection with transactions that we have entered into or will enter into with Apollo or its affiliates. Specifically, our bylawsrelated requireparty transactions policy requires that the conflictsaudit committee (in accordance with its charter and procedures) approve certain material transactions by and between us and Apollo or its affiliates, including entering into material agreements or the imposition of any new fee or increase in the rate at which fees are charged to us, subject to certain exceptions. See Item 13. Certain Relationships and Related Transactions, and Director Independence. These conflicts provisions will not, by themselves, prohibit transactions with Apollo or its affiliates. In addition, our conflictsaudit committee may exclusively rely on information provided by Apollo, including with respect to fees charged by Apollo or its affiliates, and with respect to the historical performance or fees of unrelated service providers used for comparison purposes, and may not independently verify the information so provided.

Apollo charges us management fees based on the composition and value of our assets. Substantially all of our net invested assets are managed by Apollo. Our investment policies permit Apollo to invest in securities of issuers with which it is affiliated, including funds managed by Apollo. Apollo may make such investments at its discretion, subject only to the approval of our conflictsaudit committee in certain cases and/or certain regulatory approvals. Accordingly, Apollo may have a conflict of interest in managing our investments, which could increase amounts payable by us for asset management services or cause us to receive a lower return on our investments than if our investment portfolio was managed by another party. Asset management fees are paid based on the value of our net invested assets regardless of the results of our operations or investment performance. Therefore, Apollo could be incentivized to exercise its influence to cause us to increase our net invested assets, which may have an adverse impact on our financial condition, results of operations and cash flows.

James R. Belardi, our Executive Chairman and Chief ExecutiveInvestment Officer, also serves as a member of the board of directors and an executive officer of AGM and as Chief Executive Officer of ISG and receives compensation from ISG for services he provides. Mr. Belardi also owns a profits interest in ISG and in connection with such interest receives a specified percentage of other fee streams earned by Apollo from us, including sub-allocation fees. Mr. Belardi is also a director of the general partner of ISG. Accordingly, Mr. Belardi’s involvement as a member of our board of directors and management team, as an officer and director of AGM, and as an officer of ISG and director of ISG’s general partner may lead to a conflict of interest. Grant Kvalheim, our Chief Executive Officer, also serves as an executive officer of AGM and a Partner of Apollo, and Louis-Jacques Tanguy, our Chief Financial Officer, is a Partner and employee of Apollo. Furthermore, certain members of our board of directors also serve on the board of directors of AGM or ISG or are employees of Apollo or its affiliates, which could also lead to potential conflicts of interest. See Item 13. Certain Relationships and Related Transactions, and Director Independence.

We are subject to a complex and extensive array of laws and regulations that are administered and enforced by many regulators, including the BMA, US state insurance regulators, US state securities administrators, US state banking authorities, the SEC, FINRA, the DOL, the IRS and the Office of the Comptroller of the Currency.IRS. See Item 1. Business–Regulation for a summary of certain of the laws and regulations applicable to our business. Failure to comply with these laws and regulations could subject us to administrative penalties imposed by a particular governmental or self-regulatory authority, unanticipated costs associated with remedying such failure or other claims, harm to our reputation, revocation of our certificate of incorporation or interruption of our operations, any of which could have a material and adverse effect on our financial position, results of operations and cash flows.

In addition to the foregoing risks, the financial services industry is the focus of increased regulatory scrutiny as various US state and federal governmental agencies and self-regulatory organizations conduct inquiries and investigations into the products and practices of the companies within this industry. Governmental authorities and standard setters in the US and worldwide (including the IAIS) have become increasingly interested in potential risks posed by the insurance industry as a whole, and to commercial and financial activities and systems in general, as indicated by the development of the ICS by the IAIS to be applicable to IAIGs and the Global Monitoring Exercise,IAIGs, as well as the US NAIC’s adoption of the GCC and LST. The IID has adopted the GCC and LST amendments, which are applicable to us. OnIn February 6, 2024, the IID identified AGM as meeting the criteria as an IAIG and further identified AHL as the Head of the IAIG. As a result of these identifications, weAthene expect AHL towill be subject to the relevant capital standard that the US will applyapplies to IAIGs once adopted.IAIGs. At this time, we do not expect a significant impact on AHL’s capital position or capital structure; however, we cannot fully predict with certainty the impact (if any) on AHL’s capital position or capital structure and any other burdens being named an IAIG may impose on AHL or its insurance affiliates. See Item 1. Business–Regulation–RegulationGroup ofOversight anand InsuranceCapital GroupFramework for further discussion. While we cannot predict the exact nature, timing or scope of possible governmental initiatives, there may be increased regulatory intervention in the insurance and financial services industry in the future.

The licenses currently held by our insurance subsidiaries are limited in scope with respect to the products that may be sold within the respective jurisdictions. To the extent that our insurance subsidiaries seek to sell products for which we are not currently licensed, such subsidiaries would be required to become licensed in each of the respective jurisdictions in which such products are expected to be sold. There is no assurance that our insurance subsidiaries would be able to obtain the relevant licenses and the subsidiaries’ inability to do so may impair our competitive position and reduce our growth prospects, causing our financial position, results of operations and cash flows to fall below our current expectations.

The process of obtaining licenses is time consuming and costly, and we may not be able to become licensed in jurisdictions other than those in which our subsidiaries are currently licensed and/or for products for which we are currently licensed. The modification of the conduct of our business resulting from our and our subsidiaries becoming licensed in certain jurisdictions or for certain products could significantly and negatively affect our business. In addition, our inability to comply with insurance statutes and regulations could materially and adversely affect our business by limiting our ability to conduct businessbusiness, as well as subjecting us to penalties and fines.

Changes in the lawslegal and regulationsregulatory requirements, including through the adoption of executive orders, governing the insurance industry or otherwise applicable to our business, may have a material adverse effect on our business, financial condition, results of operations, liquidity, cash flows and prospects.

Certain of the laws and regulations to which we are subject are summarized in Item 1. Business–Regulation. Changes in the lawslegal and regulationsregulatory requirements, including through the adoption of executive orders, relevant to our business may have a material adverse effect on our business, financial condition, results of operations, liquidity, cash flows and prospects. Certain of the risks associated with changes in these laws and regulationschanges are discussed in greater detail below.

The Dodd-Frank Act made sweeping changes to the regulation of financial services entities, products and markets. Historically, the federal government had not directly regulated the insurance business. However, the Dodd-Frank Act generally provides for enhanced federal supervision of financial institutions, including some insurance companies in defined circumstances, as well as financial activities that are deemed to represent a systemic risk to financial stability or the economy. Certain provisions of the Dodd-Frank Act are or may become applicable or relevant to us, our competitors or those entities with which we do business, including, but not limited to: the establishment of a comprehensive federal regulatory regime with respect to derivatives – see Item 1, Business–Regulation–Regulation of OTC Derivatives for further information; the establishment of consolidated federal regulation and resolution authority over SIFIs and/or systemically important financial activities; the establishment of the Federal Insurance Office; changes to the regulation of broker-dealers and investment advisors; changes to the regulation of reinsurance; changes to regulations affecting the rights of stockholders; the imposition of additional regulation over credit rating agencies; and the imposition of concentration limits on financial institutions that restrict the amount of credit that may be extended to a single person or entity.

Heightened standards of sales conduct as a result of the implementation of SAT, including state adoption of a revised SAT version that includes a best interest concept, or the adoption of other similar proposed rules or regulations could also increase the compliance and regulatory burdens on our representatives, and could lead to increased litigation and regulatory risks, changes to our business model, a decrease in the number of our securities-licensed representatives and a reduction in the products we offer to our clients, any of which could have a material adverse effect on our business, financial condition and results of operations.

The tax treatment of our structure and transactions undertaken by us depends in some instances on determinations of fact and interpretations of complex provisions of US federal, state, local and non-US tax law for which no clear precedent or authority may be available. In addition, US federal, state, local and non-US tax rules are constantly under review by persons involved in the legislative process, the IRS, the US Department of the Treasury, and state, local and non-US legislative and regulatory bodies, which frequently results in revised interpretations of established concepts, statutory changes, revisions to regulations and other modificationsmodifications, interpretations and interpretations.practices. It is possible that future legislation increases the US federal income tax rates applicable to corporations, limits further the deductibility of interest or effects other changes that could have a material adverse effect on our business, results of operations and financial condition.

On August 16, 2022, the US government enacted the Inflation Reduction Act of 2022 (IRA). The IRA contains a number of tax-related provisions, including a 15% minimum corporate income tax on certain large corporations as well as an excise tax on stock repurchases. H.R.1 enacted on July 4, 2025, further modified various provisions of the US federal tax rules, including certain provisions of the IRA. The impact of the H.R.1 and the IRA on our financial condition will depend on the facts and circumstances of each year.

Key aspects of Pillar Two (including IIR regimes) have already becomebecame effective in jurisdictions relevant to our business as offrom January 1, 2024, with other aspects (including UTPR regimes) expectedbeing toimplemented becomeinto effectivedomestic inlaws throughout the course of 2025. The United Kingdom,UK, for example, enacted legislation in July 2023 implementing an IIR via a Minimum Top-up Tax “MTT” (alongside a UK domestic top-up tax) that applies to MNEs for accounting periods beginning on or after December 31, 2023 and is proposingintroduced the introduction of a UTPR toin be2025 effectivewith effect for accounting periods beginning on or after December 31, 2024.

The OECD has released administrative guidance which clarifies (and in some cases amends) previously released guidance on the application of the model GloBE Rules, and jurisdictions enacting legislation in respect of Pillar Two have sought to implement these updates (either by way of legislative amendment or the release of further domestic guidance). We expect that the OECD will continue to release updates to its administrative guidance which may result in further amendments to the Pillar Two rules as they apply in relevant jurisdictions. As such, several aspects of the Pillar Two rules, including whether some or all of our business and the companies in which we invest fall within the scope of the exclusions therefrom, currently remain uncertain.

The release of further updates to the GloBE Rules and adoption of Pillar Two legislation (including IIR or UTPR regimes) by additional jurisdictions have given and may continue to give rise to consequential amendments to tax laws (other than those which seek to enact or modify Pillar Two rules) in other jurisdictions. As noted below (see Item 1A. Risk Factors–Risks Relating to Taxation–The recently enacted Bermuda Corporate Income Tax Act 2023, or other changes in Bermuda tax laws, may negatively affect our earnings and results from operationsoperations.), Bermuda in particular has enacted the Corporate Income Tax Act 2023 (Bermuda CIT) in response to the Pillar Two initiative. The implications of these rules for our business remain uncertain, both at a domestic level in Bermuda and in terms of how the Bermuda CIT (which came into full effect on January 1, 2025) might interact with the MTT and UTPR legislation or other Pillar Two implementing legislation in relevant jurisdictions. These rules also now need to be considered against the backdrop of the above mentioned SbS Safe Harbor measures which have the potential to exclude certain US-headed groups from the IRR and UTPR altogether. We have taken specific steps under the Bermuda CIT in response to the SbS Safe Harbor measures.

Alongside Pillar Two, the Inclusive Framework has also developed a proposal to amend existing tax laws and principles to shift taxing rights to the jurisdiction of the consumer (called “Pillar One”). As currently proposed, Pillar One seeks to re-allocate taxing rights over 25% of the residual profits of MNEs with global turnover in excess of 20 billion euros (excluding extractives and regulated financial services) to the jurisdictions where the customers and users of those MNEs are located. While the Inclusive Framework continues to seek agreement regarding the form and timing of implementation of Pillar One, no concrete proposal has yet been achieved and therefore the likely impact on our business and the taxes we pay remains unclear.

The recently enacted Bermuda Corporate Income Tax Act 2023, or other changes in Bermuda tax laws, may negatively affect our earnings and results from operations.

We have established a significant base of earnings and, as of December 31, 2024,2025, have an expected annual net investment spread, which measures our investment performance plus strategic capital management fees less the total cost of our liabilities, of 1–2% over the estimated 7.87.4 year weighted-average life of our net reserve liabilities. The weighted-average life includes deferred annuities, pension group annuities, funding agreements, payout annuities, life insurance contracts, guaranteed investment contracts and other products.

The following table presents the inflows and outflows generated from our organic and inorganic channelschannels, as well as the breakout between Athene, the ACRA noncontrolling interests and third-party reinsurers:

ItemOur 7.organic Management’schannels, Discussionincluding retail, flow reinsurance, institutional and Analysisother products, provided gross inflows of Financial$82.1 Conditionbillion, $71.0 billion and Results$63.4 billion for the years ended December 31, 2025, 2024 and 2023, respectively, which were underwritten to attractive returns. Gross organic inflows for the year ended December 31, 2025 increased $11.1 billion, or 16%, reflecting the strength of Operationsour multi-channel distribution platform and our ability to quickly pivot into optimal and profitable channels as opportunities arise. Withdrawals on our deferred annuities, death benefits, pension group annuity benefit payments, payments on payout annuities, payments related to interest, maturities and repurchases of funding agreements and block reinsurance outflows (collectively, gross outflows), in the aggregate were $33.5$35.5 billion, $33.9$33.5 billion and $27.9$33.9 billion for the years ended December 31, 2024,2025, 20232024 and 2022,2023, respectively. The decreaseincrease in gross outflows of $399$2.1 millionbillion was primarily driven by an increase in retail annuity policies which have reached the end of the surrender charge period in a higher rate environment as well as an increase in interest payments on funding agreements attributable to the significant growth in the block of business in 2025, partially offset by a decrease in funding agreement maturities and a decrease in outflows related to policies underlying certain reinsurance blocks compared to 2023 and the VIAC recapture transaction in the third quarter of 2023, partially offset by an increase in funding agreement maturities in 2024 and an increase in retail outflows related to the higher rate environment.2024. We believe that our credit profile, current product offerings and product design capabilities, as well as our growing reputation as both a seasoned funding agreement issuer and a reliable pension group annuity counterparty, will continue to enable us to grow our existing organic channels and source additional volumes of profitably underwritten liabilities in various market environments. We intend to continue to grow organically by expanding each of our retail, flow reinsurancereinsurance, institutional and institutionalother distribution channels. We believe that we have the right people, infrastructure, scale and capital discipline to position us for continued growth.

Within our retail channel, we had fixed annuity sales of $35.8$34.1 billion, $35.3$35.8 billion and $20.4$35.3 billion for the years ended December 31, 2024,2025, 20232024 and 2022,2023, respectively. The increasedecrease in our retail channel was primarily driven by a decrease in the sales of our MYGA product, partially offset by an increase resulting from record sales of our FIA and RILA products, partially offset by a decreaseproducts in MYGA sales compared to 2023.2025. Overall sales were strong across our bank, IMObroker-dealer and broker-dealerIMO channels, exhibiting strong sales execution, the current rate environment, growing product offerings and our continued expansion into large financial institutions. We have maintained our disciplined approach to pricing and our targeted underwritten returns. We aim to continue to grow our retail channel by deepening our relationships with our approximately 41 IMOsIMOs, and with our growing network of 1918 banks and 151163 broker-dealers, collectively representing approximately 140,000152,000 independent agents. Our strong financial position and diverse, capital-efficient products allow us to be dependable partners with IMOs, banks and broker-dealersbroker-dealers, as well as to consistently write new business. We expect our retail channel to continue to benefit from our credit profile, product launches and continuous product enhancements as we look to capture new potential distribution opportunities. We believe this can support sales growth at our targeted returns from increased volumes via existing IMO relationships and allow continued expansion of our bank and broker-dealer channels.

Within our flow reinsurance channel, we target reinsurance business consistent with our preferred liability characteristics, which provides us another opportunistic channel to source liabilities with attractive crediting rates. We generated inflows through our flow reinsurance channel of $5.6$11.2 billion, $10.5$5.6 billion and $6.2$10.5 billion for the years ended December 31, 2024,2025, 20232024 and 2022,2023, respectively. The decreaseincrease in our flow reinsurance channel from 20232024 was primarily driven by increasedrecord competitivevolumes dynamicsprimarily inattributable 2024.to a strategic opportunity with a US partner at attractive returns, as well as strong volume from our other US and Asia Pacific partners. We continue to expand our presence in Asia with increased partnerships and growing product offerings. We expect that our credit profile and our reputation as a solutions provider will help us continue to source additional reinsurance partners, which will further diversify our flow reinsurance channel.

Within our institutional channel, we generated inflows of $29.7$36.1 billion, $17.6$29.7 billion and $21.3$17.6 billion for the years ended December 31, 2024,2025, 20232024 and 2022,2023, respectively. The increase in our institutional channel was driven by higher funding agreement inflows, partially offset by lower pension group annuity inflows. We issued funding agreements in the aggregate principal amount of $28.7$35.4 billion, $7.2$28.7 billion and $10.0$7.2 billion for the years ended December 31, 2024,2025, 20232024 and 2022,2023, respectively. The increase in our funding agreement channel from 20232024 was driven by record inflows relatedwith todiversified aactivity resurgenceacross in FABN issuance, as well as an increase in secured and other funding agreement and FHLB issuances in 2024 amid more favorable market conditions.sub-channels. Funding agreement inflows for the year ended December 31, 20242025 consisted of $10.9$13.4 billion of FABN issuances, $8.4$9.0 billion of securedFABR andissuances, other$3.3 billion of direct funding agreement issuances, $9.4$8.0 billion of FHLB issuances and no$1.7 billion of long-term repurchase agreement issuances. As of December 31, 2024,2025, we had funding agreements outstanding of $24.1$34.6 billion under our FABN program, $14.8$21.0 billion under our FABR program, $6.1 billion of secured and otherdirect funding agreements, $15.6$23.3 billion with the FHLB and $2.7$3.2 billion of long-term repurchase agreements. We issued pension group annuity contracts in the aggregate principal amount of $918$751 million, $10.4$918 billionmillion and $11.2$10.4 billion for the years ended December 31, 2024,2025, 20232024 and 2022,2023, respectively. The decrease in our pension group annuity channel was primarily relatedcontinues to closing a $7.6 billion transaction, our largest single pension group annuity transaction to date, in the second quarter of 2023. Additionally, pension group annuity inflows in 2024 werebe impacted by the competitive environment and litigation against certain of our pension group annuity clients. Since entering the pension group annuity market in 2017, we have closed 4950 deals resulting in the issuance or reinsurance of group annuities of $52.7$53.4 billion with more than 550,000528,000 plan participants as of December 31, 2024.2025. We expect to grow our institutional channel by continuing to engage in pension group annuity transactions and programmatic issuances of funding agreements.

Our inorganic channel has contributed significantly to our growth through both acquisitions and block reinsurance transactions. We completed our second block reinsurance transaction in the Japanese market during the fourth quarter of 2025. On October 1, 2025, we entered into an agreement with Sony Life Insurance Co., Ltd., pursuant to which we agreed to reinsure a small block of whole life insurance policies on a coinsurance basis. In conjunction with the transaction, we entered into an agreement on October 1, 2025 to retrocede the mortality risk related to this block of business to Swiss Reinsurance Company Ltd., a leading mortality reinsurer, on a yearly renewable term basis. We plan to continue to grow and diversify our business, both organically and inorganically, with a focus on international expansion, particularly in Asia. We believe our corporate development team, with support from Apollo, has an industry-leading ability to source, underwrite and expeditiously close transactions. With support from Apollo, we are a solutions provider with a proven track record of closing transactions, which we believe makes us the ideal partner to insurance companies seeking to restructure their business. We expect that our inorganic channel will continue to be an important source of profitable growth in the future.

To support our growth strategies and capital deployment opportunities, we established ACRA 1 as a long-duration, on-demand capital vehicle. WeALRe directly ownowns 37% of the economic interests in ACRA 1,1 withand the remaining 63%all of theACRA economic1’s interestsvoting beinginterests, owned bywith ADIP I, a series of funds managed by Apollo.Apollo, owning the remaining 63% of the economic interests. During the commitment period, ACRA 1 participated in certain transactions by drawing a portion of the required capital for such transactions from third-party investors equal to ADIP I’s proportionate economic interestinterests in ACRA 1. The commitment period for ACRA 1 expired in August 2023.

ItemTo 7.further Management’ssupport Discussionour growth and Analysiscapital deployment opportunities following the deployment of Financialcapital Conditionby andACRA Results1, we funded ACRA 2 in December 2022 as another long-duration, on-demand capital vehicle. ALRe directly owns 37% of Operationsthe economic interests in ACRA 2 to 63%, with ALRe owning the remaining 37% of the economic interests. ALRe holdsand all of ACRA 2’s voting interests, with ADIP II, a fund managed by Apollo, owning the remaining 63% of the economic interests. ACRA 2 participates in certain transactions by drawing a portion of the required capital for such transactions from third-party investors equal to ADIP II’s proportionate economic interestinterests in ACRA 2.

AAAADIP Investment

US Industry Trends and Competition

We carefully monitor economic and market conditions that could potentially give rise to global market volatility and affect our business operations, investment portfolios and derivatives, which include global inflation. US inflation eased slightly in 20242025 with the US Bureau of Labor Statistics reporting the annual US inflation rate decreased to 2.7% as of December 31, 2025, compared to 2.9% as of December 31, 2024, compared to 3.4% as of December 31, 2023.2024. The US Federal Reserve cut interest rates three times during 2024, resulting inhas a 100 basis point decrease to theircurrent benchmark interest rate target range,range whichof ended3.50% theto year3.75% following a rate cut of 25 basis points at 4.25%each of its three meetings to 4.50%.end 2025, before holding rates constant at its January 2026 meeting.

Equity market performance was strong duringin 2024.2025. In the US, the S&P 500 Index increased by 23.3%16.4% in 2024,2025, following an increase of 24.2%23.3% in 2023.2024. In terms of economic conditions in the US, the Bureau of Economic Analysis reported real GDP increased at an annual rate of 2.8%2.2% in 2024,2025, following an increase of 2.9%2.8% in 2023.2024. As of January 2025,2026, the International Monetary Fund estimated that the US economy will expand by 2.7%2.4% in 20252026 and 2.1%2.0% in 2026.2027. The US Bureau of Labor Statistics reported that the US unemployment rate increased to 4.4% as of December 31, 2025, compared to 4.1% as of December 31, 2024, compared to 3.8% as of December 31, 2023.2024. Oil finished 20242025 indown line with 2023, increasing only 0.1%19.9% from 2023.2024.

If prevailing interest rates were to rise, we believe our products would be more attractive to consumers and our sales would likely increase. If prevailing interest rates were to decline, it is likely that our products would be less attractive to consumers and our sales would likely decrease. In periods of prolonged low interest rates, the net investment spread may be negatively impacted by reduced investment income to the extent that we are unable to adequately reduce policyholder crediting rates due to policyholder guarantees in the form of minimum crediting rates or otherwise due to market conditions. See Note 9 – Long-duration Contracts to the consolidated financial statements forOur policyholder accountand institutional balances by range of guaranteed minimum crediting rates and the related distance to those respective guaranteed minimums. The policyholder account balances representinclude deferred annuities, indexed annuities, funding agreements and other investment-type products.contracts, the latter of which is comprised of immediate annuities without significant mortality risk (which includes pension group annuities without life contingencies), guaranteed investment contracts and assumed endowments without significant mortality risks. A significant majority of our deferred annuity products have crediting rates that we may reset annually upon renewal, following the expiration of the current guaranteed period. While we have the contractual ability to lower these crediting rates to the guaranteed minimum levels,levels at renewal, our willingness to do so may be limited by competitive pressures. See Note 9 – Long-duration Contracts to the consolidated financial statements for our deferred and indexed annuity policyholder account balances by range of guaranteed minimum crediting rates and the related distance to those respective guaranteed minimums. Our funding agreements and other investment-type products, as well as our remaining liabilities associated with immediate annuities, pension group annuity obligations and life contracts,products provide us little to no discretionary ability to change the rates of interest that determine the amounts payable to the respective policyholder or institution.

According to LIMRA, total fixed annuity market sales in the US were $239.9$347.0 billion for the nine months ended September 30, 2024,2025, a 22.3%4.4% increase from the same time period in 2023.2024. In the total fixed annuity market, for the nine months ended September 30, 20242025 (the most recent period for which specific market share data is available), we were the largest provider of fixed annuities based on sales of $27.2$26.8 billion, translating to ana 11.3%7.7% market share. For the nine months ended September 30, 2023,2024, we were the largest provider of fixed annuities based on sales of $21.4$28.0 billion, translating to aan 10.9%8.4% market share.

According to LIMRA, total fixed indexed annuity market sales in the US were $95.1$242.4 billion for the nine months ended September 30, 2024,2025, a 33.9%1.0% increase from the same time period in 2023.2024. ForIn the total fixed annuity market, for the nine months ended September 30, 20242025 (the most recent period for which specific market share data is available), we were the largest provider of FIAsfixed annuities based on sales of $10.9$25.8 billion, translating to ana 11.5%10.6% market share. For the nine months ended September 30, 2023,2024, we were the second largest provider of FIAsfixed annuities based on sales of $7.6$27.2 billion, translating to aan 10.7%11.3% market share.

According to LIMRA, total RILAfixed indexed annuity market sales in the US were $47.9$93.8 billion for the nine months ended September 30, 2024,2025, a 39.6%1.4% increasedecrease from the same time period in 2023.2024. For the nine months ended September 30, 20242025 (the most recent period for which specific market share data is available), we were the eleventh largest provider of RILAsFIAs based on sales of $823$11.5 million,billion, translating to a 1.7%12.3% market share. For the nine months ended September 30, 2023,2024, we were the eleventh largest provider of RILAsFIAs based on sales of $650$10.9 million,billion, translating to aan 1.9%11.5% market share. We believe RILAs represent a significant growth opportunity for Athene.

In addition to our results presented in accordance with US GAAP, we present certain financial information that includes non-GAAP measures. Management believes the use of these non-GAAP measures, together with the relevant US GAAP measures, provides information that may enhance an investor’s understanding of our results of operations and the underlying profitability drivers of our business. The majority of these non-GAAP measures are intended to remove from the results of operations the impact of market volatility (other than with respect to alternative investments), which consists of investment gains (losses), net of offsets, and non-operating change in insurance liabilities and related derivatives, both defined below, as well as integration, restructuring, stock compensation and certain other expensesitems which are not part of our underlying profitability drivers, as such items fluctuate from period to period in a manner inconsistent with these drivers. These measures should be considered supplementary to our results in accordance with US GAAP and should not be viewed as a substitute for the corresponding US GAAP measures. See –Non-GAAP Measure Reconciliations for the appropriate reconciliations to the most directly comparable US GAAP measures.

Spread related earnings is a pre-tax non-GAAP measure used to evaluate our financial performance including the impact of any reinsurance transactions and excluding market volatility and expenses related to integration, restructuring,restructuring and stock compensation andas well as other expenses.one-time items. Our spread related earnings equals net income (loss) available to AHLAthene Holding Ltd. common stockholder adjusted to eliminate the impact of the following:

•Investment Gains (Losses), Net of Offsets—Consists of the realized gains and losses on the sale of AFS securities and mortgage loans, the change in fair value of reinsurance assets, unrealized gains and losses, changes in the provision for credit losses and other investment gains and losses. Unrealized, allowances and other investment gains and losses are comprised of the fair value adjustments of trading securities (other than certain equity tranche securities) and mortgage loans, other investments held under the fair value option, derivative gains and losses not hedging FIAannuity index credits, all foreign exchange impacts and the change in provision for credit losses recognized in operations net of the change in AmerUs Closed Block fair value reserve related to the corresponding change in fair value of investments. Investment gains and losses are net of offsets related to the MVAs associated with surrenders or terminations of contracts.

•Change in Fair Values of Derivatives and Embedded Derivatives – FIAsIndexed Annuities—Consists of impacts related to the fair value accounting for derivatives hedging the FIA index credits on indexed annuities and the related embedded derivative liability fluctuations from period to period. The index reserve is measured at fair value for the current period and all periods beyond the current policyholder index term. However, the FIAindexed annuity hedging derivatives are purchased to hedge only the current index period. Upon policyholder renewal at the end of the period, new FIAindexed annuity hedging derivatives are purchased to align with the new term. The difference in duration between the FIAindexed annuity hedging derivatives and the index credit reserves creates a timing difference in earnings. This timing difference of the FIAindexed annuity hedging derivatives and index credit reserves is included as a non-operating adjustment.

We primarily hedge with options that align with the index terms of our FIAindexed annuity products (typically 1–2 years). On an economic basis, we believe this is suitable because policyholder accounts are credited with index performance at the end of each index term. However, because the term of an embedded derivative in an indexed annuity contract is longer-dated, there is a duration mismatch which may lead to mismatches for accounting purposes.

•Non-operating Change in Funding Agreements—Consists of timing differences caused by changes to interest rates on variable funding agreements and funding agreement backed notes and the associated reserve accretion patterns of those contracts. Further included are adjustments for gains associated with our early repurchases of funding agreementagreements, backedwhen notes.applicable.

•Integration, Restructuring, and Other Non-operating ExpensesItems—Consists of restructuring and integration expenses related to acquisitions and block reinsurance costscosts, as well as certain other expenses,items, which are not predictable or related to our underlying profitability drivers.

•Income Tax Expense (ExpenseBenefit) Benefit—Consists of the income tax effect of all income statement adjustments and is computed by applying the appropriate jurisdiction’s tax rate to all adjustments subject to income tax.

We consider these adjustments to be meaningful adjustments to net income (loss) available to AHLAthene Holding Ltd. common stockholder for the reasons discussed in greater detail above. Accordingly, we believe using a measure which excludes the impact of these items is useful in analyzing our business performance and the trends in our results of operations. Together with net income (loss) available to AHLAthene Holding Ltd. common stockholder, we believe spread related earnings provides a meaningful financial metric that helps investors understand our underlying results and profitability. Spread related earnings should not be used as a substitute for net income (loss) available to AHLAthene Holding Ltd. common stockholder.

We have established a significant base of earnings and, as of MarchJune 31,30, 2026, have an expected annual net investment spread, which measures our investment performance plus strategic capital management fees less the total cost of our insurance liabilities, of 1–2% over the estimated 7.0-year6.9-year weighted-average life of our net reserve liabilities. The weighted-average life includes deferred annuities, pension group annuities, funding agreements, payout annuities, life insurance contracts, guaranteed investment contracts and other products.

Our organic channels, including retail, flow reinsurance, institutional and other spread products, provided gross inflows of $19.7$41.8 billion and $25.6$46.8 billion for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively, which were underwritten to attractive returns. Gross organic inflows decreased $5.8$5.0 billion, or 23%,11%, from record inflows in 20252025, asprimarily werelated maintainedto pricinga disciplinedecrease in thefunding quarter.agreement inflows. Withdrawals on our deferred annuities, death benefits, pension group annuity benefit payments, payments on payout annuities and payments related to interest, maturities and repurchases of funding agreements (collectively, gross outflows) in the aggregate were $10.8$20.9 billion and $8.4$15.6 billion for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively. The increase in gross outflows was primarily driven by an increase in retail annuity policies that have reached the end of the surrender charge period, an increase in funding agreement maturities and interest payments on funding agreements attributable to the significant growth in the block of business over the last twelve months, as well as an increase from retail annuities, partially offset by a decrease in outflows related to policies underlying certain reinsurance blocks compared to 2025. We believe that our credit profile, current and new product offerings and product design capabilities, as well as our reputation as both a seasoned funding agreement issuer and a reliable pension group annuity counterparty, will continue to enable us to grow our existing organic channels and source additional volumes of profitably underwritten liabilities in various market environments. We intend to continue to grow organically by expanding each of our distribution channels. We believe that we have the right people, infrastructure, scale and capital discipline to position us for continued growth.

Within our retail channel, we had fixed annuity sales of $7.3$19.5 billion and $9.5$16.7 billion for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively. The decreaseincrease in our retail channel was primarily driven by aan decreaseincrease in the sales of our multi-year guaranteed annuityannuities (MYGA) and fixed indexed annuity (FIA) products, partially offset by record volumevolumes from our registered index-linked annuityannuities (RILA) productin 2026, partially offset by a decrease in sales of our fixed indexed annuities (FIA) in 2026. Overall sales were strong across our bank, broker-dealer and independent marketing organization (IMO) channels, exhibiting strong sales execution, growing product offerings and our continued distribution expansion. We have maintained our disciplined approach to pricing and our targeted underwritten returns. We aim to continue to grow our retail channel by deepening our relationships with our approximately 41 IMOs, 1819 banks and 163169 broker-dealers, collectively representing approximately 154,000159,000 independent agents. Our strong financial position and diverse, capital-efficient products allow us to be dependable partners with IMOs, banks and broker-dealers, as well as to consistently write new business. We expect our retail channel to continue to benefit from our credit profile, product launches and continuous product enhancements as we look to capture new potential distribution opportunities. We believe this can support sales growth at our targeted returns from increased volumes via existing IMO relationships and allow continued expansion of our bank and broker-dealer channels.

Within our flow reinsurance channel, we target reinsurance business consistent with our preferred liability characteristics, which provides us another channel to source liabilities with attractive crediting rates. We generated inflows through our flow reinsurance channel of $2.6$6.4 billion and $4.9$7.0 billion for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively. The decrease in our flow reinsurance channel from 2025 was driven by record inflows in 2025 was primarily attributable to a strategic opportunity with a US partner at attractive returns, as well as increased competitive dynamics within the Japanese market in 2026,market, partially offset by strong volumesinflows from USthe partnersestablishment of a new APAC partnership in 2026. We continue to look to expand our presence in Asia with increased partnerships and growing product offerings. We expect that our credit profile and our reputation as a solutions provider will help us continue to source additional reinsurance partners, which will further diversify our flow reinsurance channel.

Within our institutional channel, we generated inflows of $8.5$14.2 billion and $11.1$22.9 billion for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively, which was comprisedconsisted entirely of funding agreement issuances. The decrease in our funding agreement channel from 2025 was primarily driven by a decrease in FABN issuance amid challenging market conditions, as well as a decrease in issuances of direct funding agreementagreements issuances,and partiallylong-term offsetrepurchase by an increase in FHLB issuances in 2026.agreements. Funding agreement inflows for the threesix months ended MarchJune 31,30, 2026 consisted of $2.0$3.2 billion of FABN issuances, $1.5$6.1 billion of FABR issuances and $5.0$4.9 billion of FHLB issuances. As of MarchJune 31,30, 2026, we had funding agreements outstanding of $34.5$33.9 billion under our FABN program, $21.5$26.0 billion under our FABR program, $6.1 billion of direct funding agreements, $28.2$27.7 billion with the FHLB and $3.2 billion of long-term repurchase agreements. We issued no pension group annuity contracts during the threesix months ended MarchJune 31,30, 2026 and 2025. The pension group annuity channel continues to be impacted by the competitive environment and litigation against certain of our pension group annuity clients. Since entering the pension group annuity market in 2017, we have closed 50 deals resulting in the issuance or reinsurance of group annuities of $53.4 billion with more than 523,000519,000 plan participants as of MarchJune 31,30, 2026. We expect to grow our institutional channel by continuing to engage in pension group annuity transactions and programmatic issuances of funding agreements.

Within our other spread product channel, inflows include guaranteed investment and group annuity contracts issued in connection with defined contribution plans, stable value group annuity contracts and structured settlements. We generated other spread product inflows of $1.3$1.7 billion and $0$237 million for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively. The strong performance in our other spread product channel in 2026 was driven by record new market activity, including stable value, guaranteed investment contracts and structured settlements as we continue to develop new products to help meet growing retirement needs.

Our inorganic channel has contributed significantly to our growth through both acquisitions and block reinsurance transactions. We plan to continue to grow and diversify our business, both organically and inorganically, with a focus on international expansion, particularly in Asia. We believe our corporate development team, with support from Apollo, has an industry-leading ability to source, underwrite and expeditiously close transactions. With support from Apollo, we are a solutions provider with a proven track record of closing transactions, which we believe makes us the ideal partner tofor insurance companies seeking to restructure their business.businesses. We expect that our inorganic channel will continue to be an important source of profitable growth in the future.

Executing our growth strategy requires that we have sufficient capital available to deploy. We believe that we have significant capital available to support our growth aspirations. As of MarchJune 31,30, 2026, we estimate that we had approximately $6.2$6.1 billion in capital available to deploy, consisting of approximately $1.7$1.4 billion in excess equity capital, $1.8$2.2 billion in untapped leverage capacity (assuming an adjusted leverage ratio of not more than 30%, subject to maintaining a sufficient level of capital required to maintain our desired financial strength ratings from rating agencies), and $2.7$2.5 billion in available undrawn capital at ACRA.

During the second quarter of 2026, AP Grange called its outstanding ABS debt and as a result, we will recognizerecognized a gain of $673 million in GAAP income. Additionally, within our non-GAAP results for the second quarter of 2026, we will recognizerecognized a non-operating gain of $458 million, net of the ACRA noncontrolling interests.

Adverse economic conditions may result from domestic and global economic and political developments, including plateauing or decreasingslower economic growth and business activity, changes toin US and foreign tariff policies, civil unrest, geopolitical tensions or military action, such as the armed conflicts in the Middle East, including with Iran, and between Ukraine and Russia, and correspondingrelated sanctions,sanctions. Additional risks include new or evolving legal and regulatory requirements onaffecting business investment, hiring, migration, labor supply and global supply chainschains, andas well as disruptions to the global energy marketmarkets and supplycritical chains.shipping routes.

We carefully monitor economic and market conditions, including global inflation, that could potentially give rise to global market volatility and affect our business operations, investment portfolios and derivatives. US inflation remains elevated, with the US Bureau of Labor Statistics reporting the annual US inflation rate increased to 3.5% as of June 30, 2026, compared to 3.3% as of March 31, 2026, compared to 2.7% as of December 31, 2025.2026. The US Federal Reserve has a current benchmark interest rate target range of 3.50% to 3.75%, unchanged from its December 2025 meeting.

Equity market performance declinedwas strong during the firstsecond quarter of 2026. In the US, the S&P 500 Index decreasedincreased by 14.9% during the second quarter, following a decrease of 4.6% during the first quarter, following an increase of 2.3% during the fourth quarter of 2025.2026. In terms of economic conditions in the US, the Bureau of Economic Analysis reported real GDP increased at an annual rate of 2.0%1.5% in the firstsecond quarter of 2026, following an increase of 0.5%2.1% in the fourthfirst quarter of 2025.2026. As of AprilJuly 2026, the International Monetary Fund estimated the US economy will expand by 2.3% in 2026 and 2.1%2.2% in 2027. The US Bureau of Labor Statistics reported the US unemployment rate decreased to 4.2% as of June 30, 2026, compared to 4.3% as of March 31, 2026. Oil prices ended the second quarter of 2026 down 31.4% from the first quarter of 2026, primarily related to the temporary easing of tensions in the ongoing conflict in the Middle East.

Foreign exchange rates can materially impact the valuations of our investments and liabilities that are denominated in currencies other than the US dollar. Strong foreign demand for US assets remains an important support for the US dollar. The US dollar strengthened in the firstsecond quarter of 2026 compared to the euro and Japanese yen. Relative to the US dollar, the euro depreciated 1.1% in the second quarter of 2026, after depreciating 1.6% in the first quarter of 2026, after appreciating 0.1% in the fourth quarter of 2025.2026. Relative to the US dollar, the Japanese yen depreciated 2.4% in the second quarter of 2026, after depreciating 1.3% in the first quarter of 2026, after depreciating 5.6% in the fourth quarter of 2025.2026. We generally undertake hedging activities to eliminate or mitigate foreign exchange currency risk.

Medium and long-term rates increased during the firstsecond quarter of 2026, with the US 10-year Treasury yield at 4.44% as of June 30, 2026 compared to 4.30% as of March 31, 2026 compared to 4.18% as of December 31, 2025.2026. Short-term rates increased during the firstsecond quarter of 2026 with the 3-month secured overnight financing rate at 3.73% as of June 30, 2026, compared to 3.68% as of March 31, 2026, compared to 3.65% as of December 31, 2025.2026.

We address interest rate risk through managing the duration of the liabilities we source with assets we acquire through asset liability management (ALM) modeling. As part of our investment strategy, we purchase floating rate investments, which we expect would perform well in a rising interest rate environment and which we expect would underperform in a declining rate environment. We manage our interest rate risk in a declining rate environment through hedging activity or the issuance of additional floating rate liabilities to lower our overall net floating rate position. As of MarchJune 31,30, 2026, our net invested asset portfolio included $53.1$71.2 billion of floating rate investments,assets, or 18%23% of our net invested assets, and our net reserve liabilities included $49.8$68.9 billion of floating rate liabilities at notional, or 17%22% of our net invested assets, resulting in $3.3$2.3 billion of net floating rate assets, or 1% of our net invested assets. Our floating rate asset position includes floating rate investments and cash and cash equivalents on a net invested asset basis, adjusted for net investment payables/receivables and cash posted as collateral for derivative transactions.

We operate in highly competitive markets. We face a variety of large and small industry participants, including diversified financial institutions, insurance and reinsurance companies and private equity firms. These companies compete in one form or another for the growing pool of retirement assets driven by a number of external factors such as the continued aging of the population and the reduction in safety nets provided by governments and private employers. In the markets in which we operate, scale and the ability to provide value-added services and build long-long-term relationships are important factors to compete effectively. We believe that our leading presence in the retirement market, diverse range of capabilities and broad distribution network uniquely position us to effectively serve consumers’ increasing demand for retirement solutions, particularly in the fixed annuity market.

According to the Life Insurance and Market Research Association (LIMRA), total annuity market sales in the US were $464.5$107.4 billion for the yearthree months ended DecemberMarch 31, 2025,2026, a 6.8%0.8% increase from the same time period in 2024.2025. In the total annuity market, for the yearthree months ended DecemberMarch 31, 20252026 (the most recent period for which specific market share data is available), we were the largest provider of annuities based on sales of $34.2$7.5 billion, translating to a 7.4%7.0% market share. For the yearthree months ended DecemberMarch 31, 2024,2025, we were the largest provider of annuities based on sales of $36.0$9.5 billion, translating to an 8.3%8.9% market share.

According to LIMRA, total fixed annuity market sales in the US were $321.9$69.1 billion for the yearthree months ended DecemberMarch 31, 2025,2026, a 3.8%6.9% increasedecrease from the same time period in 2024.2025. In the total fixed annuity market, for the yearthree months ended DecemberMarch 31, 20252026 (the most recent period for which specific market share data is available), we were the largest provider of fixed annuities based on sales of $32.8$7.0 billion, translating to a 10.2%10.1% market share. For the yearthree months ended DecemberMarch 31, 2024,2025, we were the largest provider of fixed annuities based on sales of $34.8$9.2 billion, translating to ana 11.4%12.4% market share.

According to LIMRA, FIA market sales in the US were $127.9$26.8 billion for the yearthree months ended DecemberMarch 31, 2025,2026, a 0.8%3.6% increasedecrease from the same time period in 2024.2025. For the yearthree months ended DecemberMarch 31, 20252026 (the most recent period for which specific market share data is available), we were the largest provider of FIAs based on sales of $15.0$2.6 billion, translating to ana 11.7%9.6% market share. For the yearthree months ended DecemberMarch 31, 2024,2025, we were the largest provider of FIAs based on sales of $13.6$3.4 billion, translating to a 10.7%12.1% market share.

According to LIMRA, RILA market sales in the US were $79.5$21.1 billion for the yearthree months ended DecemberMarch 31, 2025,2026, a 20.2%20.3% increase from the same time period in 2024.2025. For the yearthree months ended DecemberMarch 31, 20252026 (the most recent period for which specific market share data is available), we were the fourteentheleventh largest provider of RILAs based on sales of $1.4$541 billion,million, translating to a 1.8%2.6% market share. For the yearthree months ended DecemberMarch 31, 2024,2025, we were the twelftheleventh largest provider of RILAs based on sales of $1.2$353 billion,million, translating to a 1.8%2.0% market share. We believe RILAs represent a significant growth opportunity for Athene.

•Investment Gains (Losses), Net of Offsets—Consists of the realized gains and losses on the sale of AFS securities and mortgage loans, the change in fair value of reinsurance assets, unrealized gains and losses, changes in the provision for credit losses and other investment gains and losses. Unrealized, allowances and other investment gains and losses are primarily comprised ofincludes the fair value adjustments of trading securities and mortgage loans, other investments held under the fair value option, derivative gains and losses not hedging annuity index credits, foreign exchange impacts and the change in provision for credit losses recognized in operations net of the change in AmerUs Closed Block fair value reserve related to the corresponding change in fair value of investments. Investment gains and losses are net of offsets related to the market value adjustments (MVAs) associated with surrenders or terminations of contracts.

•Change in Fair Values of Derivatives and Embedded Derivatives – Indexed Annuities—Consists of impacts related to the fair value accounting for derivatives hedging the index credits on indexed annuities and the related embedded derivative liability fluctuations from period to period. The index reserve is measured at fair value for the current period and all periods beyond the current policyholder index term. However, the indexed annuity hedging derivatives are purchased to hedge only the current index period. Upon policyholder renewal at the end of the index period, new indexed annuity hedging derivatives are purchased to align with the new term. The difference in duration between the indexed annuity hedging derivatives and the index credit reserves creates a timing difference in earnings. This timing difference of the indexed annuity hedging derivatives and index credit reserves is included as a non-operating adjustment.

Net investment earned rate is a non-GAAP measure we use to evaluate the performance of our net invested assets. Net investment earned rate is computed as the income from our net invested assets divided by the average net invested assets, for the relevant period. To enhance the ability to analyze these measures across periods, interim periods are annualized. The primary adjustments to net investment income to arrive at our net investment earnings are (a) net VIE impacts (revenues, expenses and noncontrolling interests), (b) the change in fair value of reinsurance assets, (c) amortization of premium/discount on held-for-trading securities, (d) forward points gains and losses on foreign exchange derivative hedges, (e) an adjustment to the change in net asset value of our ADIP investments to recognize our proportionate share of spread related earnings based on our ownership in the investment funds and (f) the removal of the proportionate share of the ACRA net investment income associated with the noncontrolling interests. We include the income and assets supporting our change in fair value of reinsurance assets by evaluating the underlying investments of the funds withheld at interest receivables and we include the net investment income from those underlying investments which does not correspond to the US GAAP presentation of change in fair value of reinsurance assets. We exclude the income and assets on business related to ceded reinsurance transactions. We believe the adjustments for reinsurance provide a net investment earned rate on the assets for which we have economic exposure. We believe a measure like net investment earned rate is useful in analyzing the trends of our core business operations, profitability and pricing discipline. While we believe net investment earned rate is a meaningful financial metric and enhances our

Cost of funds includes liability costs related to cost of crediting on deferred annuities and institutional products, as well as other liability costs, but does not include the proportionate share of the ACRA cost of funds associated with the noncontrolling interests. Cost of crediting on deferred annuities is the interest credited to the policyholders on our fixed strategies, as well as the option costs on the indexed annuity strategies. With respect to indexed annuities, the cost of providing index credits includes the expenses incurred to fund the annual index credits, and where applicable, minimum guaranteed interest credited. Cost of crediting on institutional products is comprised ofrepresents (1) pension group annuity costs, including interest credited, benefit payments and other reserve changes, net of premiums received when issued, (2) funding agreement costs, including interest expense and other reserve changes and (3) guaranteed investment contract costs, including interest expense. Additionally, cost of crediting includes forward points gains and losses on foreign exchange derivative hedges. Other liability costs include DAC, DSI and VOBA amortization, certain market risk benefit costs, the cost of liabilities on products other than deferred annuities and institutional products, premiums, product charges, excluding market value adjustments, and certain other revenues. We include the costs related to business added through assumed reinsurance transactions and exclude the costs on business related to ceded reinsurance transactions. Cost of funds is computed as the total liability costs divided by the average net invested assets for the relevant period. To enhance the ability to analyze these measures across periods, interim periods are annualized. We believe a measure like cost of funds is useful in analyzing the trends of our core business operations, profitability and pricing discipline. While we believe cost of funds is a meaningful financial metric and enhances our understanding of the underlying profitability drivers of our business, it should not be used as a substitute for total benefits and expenses presented under US GAAP.

Adjusted leverage ratio is a non-GAAP measure used to evaluate our capital structure excluding the impacts of AOCI and the cumulative changes in fair value of funds withheld and modco reinsurance assets, as well as mortgage loan assets, net of tax. Adjusted leverage ratio is calculated as total debt at notional value adjusted to exclude 50 percent of the notional value of subordinated debt as an equity credit plus 50 percent of the notional value of our preferred stock divided by adjusted capitalization. Adjusted capitalization includes our adjusted Athene Holding Ltd. common stockholder’s equity and the notional value of our total debt and preferred stock. Adjusted Athene Holding Ltd. common stockholder’s equity is calculated as the ending Athene Holding Ltd. stockholders’ equity excluding AOCI, the cumulative changes in fair value of funds withheld and modco reinsurance assets and mortgage loan assets, as well as preferred stock. These adjustments fluctuate period-to-period in a manner inconsistent with our underlying profitability drivers as the majority of such fluctuation is related to the market volatility of the unrealized gains and losses associated with our AFS securities, reinsurance assets and mortgage loans. Except with respect to reinvestment activity relating to acquired blocks of businesses,business, we typically buy and hold investments to maturity throughout the duration of market fluctuations, therefore, the period-over-period impacts in unrealized gains and losses are not necessarily indicative of current operating fundamentals or future performance. Adjusted leverage ratio should not be used as a substitute for the leverage ratio. However, we believe the adjustments to stockholders’ equity and debt are significant to gaining an understanding of our capitalization, debt and preferred stock utilization and overall leverage capacity, because they provide insight into how rating agencies measure our capitalization, which is a consideration in how we manage our leverage capacity.

In managing our business, we analyze net invested assets, which does not correspond to total investments, including investments in related parties, as disclosed in our condensed consolidated financial statements and notes thereto. Net invested assets represent the investments that directly back our net reserve liabilities, as well as surplus assets. Net invested assets is used in the computation of net investment earned rate, which allows us to analyze the profitability of our investment portfolio. Net invested assets include (a) total investments on the condensed consolidated balance sheets, with AFS securities, trading securities and mortgage loans at cost or amortized cost, excluding derivatives, (b) cash and cash equivalents and restricted cash, (c) investments in related parties, (d) accrued investment income, (e) VIE and VOE assets, liabilities and noncontrolling interest adjustments, (f) net investment payables and receivables, (g) policy loans ceded (which offset the direct policy loans in total investments) and (h) an adjustment for the allowance for credit losses. Net invested assets exclude the derivative collateral offsetting the related cash positions. We include the underlying investments supporting our assumed funds withheld and modco agreements and exclude the underlying investments related to ceded reinsurance transactions in our net invested assets calculation to match the assets with the income received. We believe the adjustments for reinsurance provide a view of the assets for which we have economic exposure. Net invested assets include our proportionate share of ACRA investments, based on our economic ownership, but do not include the proportionate share of investments associated with the noncontrolling interests. Our net invested assets are averaged over the number of quarters in the relevant period to compute our net investment earned rate for such period. While we believe net invested assets is a meaningful financial metric and enhances

Sales statistics do not correspond to revenues under US GAAP but are used as relevant measures to understand our business performance as it relates to inflows generated during a specific period of time. Our sales statistics include inflows for deferred and indexed annuities and align with the LIMRA definition of all money paid into an individual annuity, including money paid into new contracts with initial purchase occurring in the specified period and existing contracts with initial purchase occurring prior to the specified period (including internal transfers). We believe sales is a meaningful metric that enhances our understanding of our business performance and is not the same as premiums presented in our condensed consolidated statements of income.income (loss).

Three Months Ended MarchJune 31,30, 2026 Compared to the Three Months Ended MarchJune 31,30, 2025

In this section, references to 2026 refer to the three months ended MarchJune 31,30, 2026 and references to 2025 refer to the three months ended MarchJune 31,30, 2025.

Net income (loss) available to Athene Holding Ltd. common stockholder decreasedincreased by $2.4$450 billion,million, or 570%,89%, to $(2.0)$1.0 billion in 2026 from $420$503 million in 2025. The decreaseincrease in net income (loss) available to Athene Holding Ltd. common stockholder was primarily driven by a $1.5$3.8 billion increase in incomerevenues, taxpartially expense,offset by a $518$2.5 million decrease in revenues, a $225 millionbillion increase in benefits and expenses andexpenses, a $162$476 million increase in net income attributable to noncontrolling interests.interests, a $251 million increase in income tax expense and an $84 million decrease related to the 2025 preferred stock redemption.