Athene's Q3 2025 Filing Details Apollo Ownership, Capital Structure

TL;DR

**Athene's 10-Q confirms Apollo's full control, reinforcing a stable yet complex capital structure that demands scrutiny from fixed-income investors.**

AI Summary

Athene Holding Ltd. (ATH-PE) filed its 10-Q for the quarter ended September 30, 2025, revealing its financial position and operational context. While specific revenue and net income figures are not provided in the initial excerpt, the filing details the company's structure, including its ownership by Apollo Global Management, Inc., which holds all 203,805 outstanding common shares as of November 5, 2025. The report outlines various financial instruments registered on the New York Stock Exchange, such as Depositary Shares for Series A, B, D, and E Preferred Stock, and 7.250% Fixed-Rate Reset Junior Subordinated Debentures due 2064. Key business changes and strategic outlook are implied through the extensive glossary of terms related to reinsurance, investment programs like ACRA and ADIP, and different annuity products, indicating a focus on spread-related earnings and capital management. Risks highlighted include interest rate fluctuations, potential need for additional capital, competitive pressures, and regulatory changes, particularly regarding the OECD's 'Pillar Two' global minimum tax initiative. The company emphasizes its reliance on management's assumptions and estimates, and the impact of general economic conditions on its investment portfolio.

Why It Matters

This filing is crucial for investors as it confirms Athene's deep integration with Apollo Global Management, Inc., which owns 100% of its common stock, signaling a tightly controlled operational and financial strategy. The extensive detail on preferred stock and subordinated debentures provides transparency into Athene's capital structure, which is vital for fixed-income investors assessing risk and yield. For employees and customers, the focus on various annuity products and reinsurance activities indicates continued business operations, though competitive pressures and regulatory changes, like the OECD's 'Pillar Two' tax, could impact future product offerings and profitability. The broader market should note Athene's significant role in the annuity and reinsurance sectors, with its performance influencing the stability and offerings within these competitive financial landscapes.

Risk Assessment

Risk Level: medium — The risk level is medium due to several factors outlined in the filing. The company explicitly states risks such as 'variability in the amount of statutory capital that our insurance and reinsurance subsidiaries have or are required to hold' and 'our potential need for additional capital in the future and the potential unavailability of such capital to us on favorable terms or at all.' Furthermore, the 'impact of new accounting rules or changes to existing accounting rules on our business,' including the OECD's 'Pillar Two' global minimum tax initiative, introduces regulatory uncertainty that could affect profitability and capital requirements.

Analyst Insight

Investors should closely monitor Athene's preferred stock and subordinated debentures, as these are the primary publicly traded instruments. Given Apollo's full ownership of common stock, focus on the stability of dividend payments for preferred shares and interest payments for debentures, and track any regulatory developments, especially those related to global tax initiatives, which could impact the company's financial health.

Key Numbers

• 203,805 — Common Shares Outstanding (All shares held by Apollo Global Management, Inc. as of November 5, 2025.)
• 6.35% — Series A Preferred Stock Rate (Fixed-to-Floating Rate Perpetual Non-Cumulative Preferred Stock, Series A.)
• 5.625% — Series B Preferred Stock Rate (Fixed-Rate Perpetual Non-Cumulative Preferred Stock, Series B.)
• 4.875% — Series D Preferred Stock Rate (Fixed-Rate Perpetual Non-Cumulative Preferred Stock, Series D.)
• 7.75% — Series E Preferred Stock Rate (Fixed-Rate Reset Perpetual Non-Cumulative Preferred Stock, Series E.)
• 7.250% — Junior Subordinated Debentures Rate (Fixed-Rate Reset Junior Subordinated Debentures due 2064.)

Key Players & Entities

• Athene Holding Ltd. (company) — registrant of the 10-Q filing
• Apollo Global Management, Inc. (company) — 100% owner of Athene's common stock
• New York Stock Exchange (regulator) — exchange where Athene's securities are registered
• US Securities and Exchange Commission (regulator) — regulatory body for the 10-Q filing
• OECD (regulator) — organization behind the 'Pillar Two' global minimum tax initiative
• $203,805 (dollar_amount) — shares of common stock outstanding as of November 5, 2025
• 6.35% (dollar_amount) — interest rate for Series A Preferred Stock
• 5.625% (dollar_amount) — interest rate for Series B Preferred Stock
• 4.875% (dollar_amount) — interest rate for Series D Preferred Stock
• 7.75% (dollar_amount) — interest rate for Series E Preferred Stock

FAQ

Risk Factors

• Interest Rate Fluctuations [high — market]: Athene's investment portfolio is sensitive to interest rate changes. A significant portion of its investments are fixed-income securities. Fluctuations in interest rates can impact the fair value of these investments and the company's net investment income, as detailed in the 'Quantitative and Qualitative Disclosures About Market Risks' section.
• Capital Adequacy and Additional Capital Needs [high — financial]: The company's ability to meet its obligations and maintain regulatory capital requirements is crucial. The filing implies a potential need for additional capital, which could arise from various factors including adverse market conditions or changes in regulatory capital rules. This is a key consideration for financial stability.
• Economic Conditions Impact on Investments [medium — market]: General economic conditions significantly influence the performance of Athene's investment portfolio. Factors such as inflation, recession, or market volatility can lead to impairments or reduced returns on invested assets, impacting overall financial results.
• OECD Pillar Two Global Minimum Tax [medium — regulatory]: The implementation of the OECD's 'Pillar Two' global minimum tax initiative presents a significant regulatory risk. This could impact the company's tax liabilities and effective tax rate, requiring adjustments to tax planning and financial reporting.
• Competitive Pressures [medium — market]: The insurance and annuity market is highly competitive. Athene faces pressure from other financial institutions, which can affect pricing, product offerings, and market share, potentially impacting profitability and growth.
• Reliance on Management Assumptions and Estimates [medium — operational]: The financial statements and disclosures rely heavily on management's assumptions and estimates regarding future events, asset valuations, and liabilities. Changes in these assumptions could materially affect the reported financial position and results of operations.

Industry Context

Athene operates in the highly competitive life insurance and retirement services sector, focusing on annuity products. The industry is characterized by a strong emphasis on investment management to generate spread-related earnings, given the long-duration nature of its liabilities. Key trends include evolving customer demand for retirement solutions and increasing regulatory scrutiny.

Regulatory Implications

Athene faces significant regulatory oversight common to the insurance industry. The emergence of global tax initiatives like the OECD's 'Pillar Two' presents a new layer of complexity and potential financial impact, requiring careful compliance and strategic adaptation.

What Investors Should Do

1. Monitor investment portfolio performance and sensitivity to interest rates.
2. Assess capital adequacy and potential for future capital raises.
3. Evaluate the impact of the OECD Pillar Two tax initiative.
4. Analyze the company's reinsurance strategy and its effectiveness in risk management.

Key Dates

• 2025-11-05: Apollo Global Management, Inc. holds all 203,805 outstanding common shares. — Indicates full ownership by Apollo, suggesting strategic alignment and potential for integrated operations or capital support.
• 2025-09-30: Quarterly filing of 10-Q for the period ended September 30, 2025. — Provides updated financial and operational information, including balance sheet data and risk factor disclosures.
• 2024-12-31: Year-end balance sheet data for comparison. — Allows for year-over-year analysis of asset growth and financial position changes.

Glossary

Reinsurance

A process where insurance companies transfer a portion of their risks to other insurance companies (reinsurers). (Athene is heavily involved in reinsurance, which is a core part of its business model for managing risk and capital.)

ACRA

Likely refers to an investment program or strategy, possibly related to asset management or accumulation. (Indicates specific investment strategies Athene employs, which are crucial for generating spread-related earnings.)

ADIP

Likely refers to an investment program or strategy, possibly related to asset management or accumulation. (Indicates specific investment strategies Athene employs, which are crucial for generating spread-related earnings.)

Spread-related earnings

Profits generated from the difference between the investment income earned on assets and the cost of liabilities (e.g., policyholder claims and expenses). (This is a primary driver of Athene's profitability, highlighting the importance of investment performance and liability management.)

Depositary Shares

Securities that represent ownership of shares of a foreign company or preferred stock of a U.S. company, often traded on U.S. exchanges. (Athene has various series of preferred stock represented by depositary shares, which are a source of capital and have specific dividend rates.)

Junior Subordinated Debentures

A type of debt security that ranks below other senior debt but above equity in the event of bankruptcy or liquidation. (Athene has issued these debentures, which represent a form of long-term financing with a specific interest rate and maturity.)

OECD's 'Pillar Two'

A global tax initiative aimed at ensuring multinational enterprises pay a minimum level of tax on their income. (Represents a significant regulatory and tax risk that could impact Athene's effective tax rate and financial planning.)

Variable Interest Entities (VIEs)

Entities where equity investors do not have sufficient voting interest or financial risk to control the entity, requiring consolidation by the primary beneficiary. (Athene may have investments or operations involving VIEs, which require specific accounting treatment and disclosure.)

Year-Over-Year Comparison

The provided 10-Q excerpt focuses on the period ending September 30, 2025, and includes comparative balance sheet data as of December 31, 2024. Total investments have grown from $262,283 million to $312,358 million, a significant increase of approximately 19%. Cash and cash equivalents also saw an increase from $12,733 million to $14,183 million. Restricted cash also increased substantially from $943 million to $2,767 million. While specific revenue and net income figures for the current period are not detailed in this excerpt, the substantial growth in investments suggests an expansion in the company's asset base and potentially its revenue-generating capacity, though the impact on profitability requires further analysis of the income statement.

Filing Documents

• ahl-20250930.htm (10-Q) — 7157KB
• q32025exhibit311.htm (EX-31.1) — 10KB
• q32025exhibit312.htm (EX-31.2) — 10KB
• q32025exhibit313.htm (EX-31.3) — 10KB
• q32025exhibit321.htm (EX-32.1) — 4KB
• q32025exhibit322.htm (EX-32.2) — 4KB
• q32025exhibit323.htm (EX-32.3) — 4KB
• ahl-20250930_g1.jpg (GRAPHIC) — 153KB
• 0001527469-25-000079.txt ( ) — 32972KB
• ahl-20250930.xsd (EX-101.SCH) — 84KB
• ahl-20250930_cal.xml (EX-101.CAL) — 131KB
• ahl-20250930_def.xml (EX-101.DEF) — 941KB
• ahl-20250930_lab.xml (EX-101.LAB) — 1165KB
• ahl-20250930_pre.xml (EX-101.PRE) — 1114KB
• ahl-20250930_htm.xml (XML) — 8945KB

—FINANCIAL INFORMATION

PART I —FINANCIAL INFORMATION Item 1.

Financial Statements

Financial Statements 7 Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 63 Item 3.

Quantitative and Qualitative Disclosures About Market Risks

Quantitative and Qualitative Disclosures About Market Risks 109 Item 4.

Controls and Procedures

Controls and Procedures 110

—OTHER INFORMATION

PART II —OTHER INFORMATION Item 1.

Legal Proceedings

Legal Proceedings 111 Item 1A.

Risk Factors

Risk Factors 111 Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities 111 Item 5. Other Information 111 Item 6. Exhibits 111 Exhibit Index 112

Signatures

Signatures 113 Table of Contents As used in this Quarterly Report on Form 10-Q (report), unless the context otherwise indicates, any reference to "Athene," "our Company," "the Company," "us," "we" and "our" refer to Athene Holding Ltd. together with its consolidated subsidiaries and any reference to "AHL" refers to Athene Holding Ltd. only.

Forward-Looking Statements

Forward-Looking Statements Certain statements in this report are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (Exchange Act). You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as "anticipate," "estimate," "expect," "project," "plan," "intend," "seek," "assume," "believe," "may," "will," "should," "could," "would," "likely" and other words and terms of similar meaning, including the negative of these or similar words and terms, in connection with any discussion of the timing or nature of future operating or financial performance or other events. However, not all forward-looking statements contain these identifying words. Forward-looking statements appear in a number of places throughout and give our current expectations and projections relating to our business, financial condition, results of operations, plans, strategies, objectives, future performance and other matters. We caution you that forward-looking statements are not guarantees of future performance and that our actual consolidated financial condition, results of operations, liquidity, cash flows and performance may differ materially from that made in or suggested by the forward-looking statements contained in this report. A number of important factors could cause actual results or conditions to differ materially from those contained or implied by the forward-looking statements, including the risks discussed in Part II–Item 1A. Risk Factors included in this report and Part I–Item 1A. Risk Factors included in our Annual Report on Form 10-K for the year ended December 31, 2024 (2024 Annual Report). Factors that could cause actual results or conditions to differ from those reflected in the forward-looking

Financial Statements

Item 1. Financial Statements Index to Condensed Consolidated Financial Statements (unaudited) Condensed Consolidated Balance Sheets (unaudited) 8 Condensed Consolidated Statements of Income (unaudited) 10 Condensed Consolidated Statements of Comprehensive Income (unaudited) 11 Condensed Consolidated Statements of Equity (unaudited) 12 Condensed Consolidated Statements of Cash Flows (unaudited) 14 Notes to Condensed Consolidated Financial Statements (unaudited) 16 Note 1. Business, Basis of Presentation and Significant Accounting Policies 16 Note 2. Investments 18 Note 3. Derivative Instruments 26 Note 4. Variable Interest Entities 30 Note 5. Fair Value 31 Note 6. Deferred Acquisition Costs, Deferred Sales Inducements and Value of Business Acquired 47 Note 7. Long-duration Contracts 48 Note 8. Debt 55 Note 9. Equity 56 Note 10. Income Taxes 57 Note 11. Related Parties 58 Note 12. Commitments and Contingencies 61 Note 13. Segment Information 62 7 Table of Contents ATHENE HOLDING LTD. Condensed Consolidated Balance Sheets (Unaudited) (In millions) September 30, 2025 December 31, 2024 Assets Investments Available-for-sale securities, at fair value (amortized cost: 2025 – $ 203,087 and 2024 – $ 180,716 ; allowance for credit losses: 2025 – $ 782 and 2024 – $ 708 ) $ 194,021 $ 165,364 Trading securities, at fair value 5,352 1,583 Equity securities, at fair value 1,042 1,290 Mortgage loans, at fair value 81,891 63,239 Investment funds 111 107 Policy loans 304 318 Funds withheld at interest (portion at fair value: 2025 – $( 2,473 ) and 2024 – $( 3,035 )) 16,388 18,866 Derivative assets 8,884 8,154 Short-term investments (portion at fair value: 2025 – $ 22 and 2024 – $ 255 ) 187 447 Other investments (portion at fair value: 2025 – $ 1,823 and 2024 – $ 1,606 ) 4,178 2,915 Total investments 312,358 262,283 Cash and cash equivalents 14,183 12,733 Restricted cash 2,767 943 Investments in rela

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