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| UNITED STATES SECURITIES AND EXCHANGE COMMISSION |
|  |  | Washington, D.C. 20549 |  |  |

FORM 8-K/A

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 9, 2024

ATHENE HOLDING LTD.

|  |  |  | (Exact name of registrant as specified in its charter) |  |  |  |
| Delaware |  | 001-37963 |  | 98-0630022 |
| (State or other jurisdiction of |  | (Commission file number) |  | (I.R.S. Employer |
| incorporation or organization) |  |  |  | Identification Number) |

7700 Mills Civic Pkwy
West Des Moines, Iowa 50266
1-(515) 342-4678

| (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |

Securities registered pursuant to Section 12(b) of the Act:
Title of each class |  | Trading Symbols |  | Name of each exchange on which registered
Depositary Shares, each representing a 1/1,000 th interest in a 6.35% Fixed-to-Floating Rate Perpetual Non-Cumulative Preferred Stock, Series A |  | ATHPrA |  | New York Stock Exchange
Depositary Shares, each representing a 1/1,000 th interest in a 5.625% Fixed Rate Perpetual Non-Cumulative Preferred Stock, Series B |  | ATHPrB |  | New York Stock Exchange
Depositary Shares, each representing a 1/1,000 th interest in a 6.375% Fixed-Rate Reset Perpetual Non-Cumulative Preferred Stock, Series C |  | ATHPrC |  | New York Stock Exchange
Depositary Shares, each representing a 1/1,000 th interest in a 4.875% Fixed-Rate Perpetual Non-Cumulative Preferred Stock, Series D |  | ATHPrD |  | New York Stock Exchange
Depositary Shares, each representing a 1/1,000 th interest in a 7.75% Fixed-Rate Reset Perpetual Non-Cumulative Preferred Stock, Series E |  | ATHPrE |  | New York Stock Exchange
7.250% Fixed-Rate Reset Junior Subordinated Debentures due 2064 |  | ATHS |  | New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

EXPLANATORY NOTE
This Form 8-K/A amends and restates the Form 8-K filed by Athene Holding Ltd. on May 9, 2024. This Form 8-K/A is being filed solely to include the conformed signature of the signatory to the Form 8-K, which was inadvertently omitted from the prior filing. No other modifications have been made to the original filing.
Item 7.01 Regulation FD Disclosure.
In connection with the previously announced Fixed Income Investor call hosted by Athene Holding Ltd. (“AHL”) taking place today, May 9, 2024, at 10:00 a.m. ET, AHL has made available to investors a presentation on AHL’s website titled “Athene Fixed Income Investor Presentation May 2024.” The presentation is furnished as Exhibit 99.1 to this current report on Form 8-K and is incorporated herein by reference.
The foregoing information, including the Exhibit referenced in this Item 7.01, is being furnished pursuant to this Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing or document, except as shall be expressly set forth by specific reference in such a filing or document.

Item 9.01. | Financial Statements and Exhibits.
(d) | Exhibits
99.1 | Athene Fixed Income Investor Presentation, dated May 2024 (furnished and not filed).
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

|  | ATHENE HOLDING LTD.
Date: | May 9, 2024 | /s/ Martin P. Klein
|  | Martin P. Klein
|  | Executive Vice President and Chief Financial Officer