Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

Off-Balance Sheet Arrangement of a Registrant.

The information required by Item 2.03 contained in Item 8.01 below is incorporated by reference herein.

Item 8.01 Other Events.

On May 20, 2021, Athene Holding Ltd. (the "Company") entered into an Underwriting Agreement by and among the Company and BofA Securities, Inc., Goldman Sachs & Co. LLC, RBC Capital Markets, LLC, and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (the "Underwriters"), relating to the issuance and sale by the Company of $500,000,000 aggregate principal amount of its 3.950% Senior Notes due 2051 (the "Notes"). The Notes were issued on May 25, 2021 pursuant to an Indenture, dated as of January 12, 2018, by and between the Company and U.S. Bank National Association, as trustee (the "Trustee"), as supplemented by the Fourth Supplemental Indenture, dated as of May 25, 2021, by and between the Company and the Trustee. The Notes have been registered under the Securities Act of 1933, as amended (the "Act"), pursuant to a shelf registration statement on Form S-3 (File No. 333-256274), previously filed by the Company with the Securities and Exchange Commission under the Act.

Item 9.01 Financial Statements and Exhibits.




(d)  Exhibits.



Exhibit
  No.                                    Description

 1.1          Underwriting Agreement, dated May 20, 2021, by and among Athene
            Holding Ltd. and BofA Securities, Inc., Goldman Sachs & Co. LLC, RBC
            Capital Markets, LLC and Wells Fargo Securities, LLC, as
            representatives of the several underwriters named therein

 4.1          Indenture for Debt Securities by and between Athene Holding Ltd. and
            U.S. Bank National Association, as trustee (incorporated by reference
            to Exhibit 4.5 to the Form S-3 filed on January 3, 2018)

 4.2          Fourth Supplemental Indenture, dated May 25, 2021, by and between
            Athene Holding Ltd. and U.S. Bank National Association, as trustee

 4.3          Form of 3.950% Senior Notes due 2051 (included in Exhibit 4.2)

 5.1          Opinion of Conyers Dill & Pearman Limited

 5.2          Opinion of Sidley Austin LLP

23.1          Consent of Conyers Dill & Pearman Limited (included in Exhibit 5.1)


23.2          Consent of Sidley Austin LLP (included in Exhibit 5.2)

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document)




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