Terms

Series

4.875% Fixed-Rate Perpetual Non-Cumulative Preference Shares, Series D

Liquidation Preference

$25.00

Coupon Rate

4.875%

Rate Type

Fixed

Annual Dividend

$1.22

Payment Frequency

Quarterly

Cumulative

No

Perpetual

Yes

Convertible

No

Callable

Yes

First Call Date

December 30, 2025

First Call Price

$25.00

Redemption Notice Period

15 days

Capital Stack Ranking

Junior To: All Existing And Future Indebtedness Of Ahl, All Obligations Of Ahl Subsidiaries (Structural Subordination), All Existing And Future Policyholder Obligations Of Subsidiaries; Pari Passu With: Series A Preference Shares (6.35% Fixed-To-Floating), Series B Preference Shares (5.625% Fixed Rate), Series C Preference Shares (6.375% Fixed-Rate Reset); Senior To: Common Shares, Other Junior Securities

Regulatory (Basel III) Call

Yes

Tax Classification

Qualified Dividend

Qualifies for QDI

Yes

Qualifies for DRD

No

Depositary Share Fraction

0.001

Shares Offered

22,000,000

Prospectus Summary

Athene Holding Ltd. (NYSE: ATHPrD) is offering 22 million depositary shares, each representing a 1/1,000th interest in a share of its 4.875% Fixed-Rate Perpetual Non-Cumulative Preference Shares, Series D, with a liquidation preference of $25.00 per depositary share. Dividends are paid quarterly on March 30, June 30, September 30, and December 30, at an annual rate of $1.21875 per depositary share ($0.3046875 per quarter), commencing March 30, 2021. The shares are non-cumulative — meaning if the Board does not declare a dividend for any period, that dividend is permanently lost and does not accrue or carry forward, creating meaningful income uncertainty for investors. The first optional call date is December 30, 2025, at $25.00 per depositary share. As a holding company, Athene Holding Ltd. (AHL) conducts all operations through insurance subsidiaries, and the Series D Preference Shares are exclusively AHL obligations — not guaranteed by any subsidiary. These shares rank senior to AHL's common shares and junior to all AHL debt and all subsidiary obligations. Critically, they are structurally subordinated to approximately $172.4 billion of subsidiary liabilities (including policyholder obligations), meaning subsidiary creditors are paid first before any value flows to AHL equity holders. The issuer may redeem all shares within 90 days if a 'capital disqualification event' occurs — i.e., a regulatory change causes the shares to lose their Tier 1 capital status under applicable guidelines — at $25.00 per depositary share, potentially forcing reinvestment in a lower-rate environment. At the $25.00 offering price, the effective yield is 4.875% annually. Dividends on the Series D Preference Shares qualify as 'qualified dividend income' (QDI) for individual U.S. holders subject to applicable holding period requirements, taxed at the preferential 15%/20% long-term capital gains rate rather than ordinary income rates. However, distributions are not eligible for the corporate dividends-received deduction (DRD). Investors should also note PFIC risk given AHL's Bermuda domicile, which could alter the tax treatment. The dividend stopper provision blocks any dividends on common shares or junior securities if the prior period's full preferred dividend has not been declared and paid, protecting preferred holders' priority — though because dividends are non-cumulative, a missed period cannot be recaptured.

Summarized from the SEC prospectus filing.

Distribution History

Ranking vs. Other Preferreds

Dividend Stopper Provisions

Dividend Stopper Description

If full dividends on the Series D Preference Shares and all parity shares for the last completed dividend period have not been declared and paid, the issuer is blocked from paying dividends on or repurchasing its common shares and other junior securities (and from paying non-pro-rata dividends on parity shares).

Div Score Breakdown

Reinvesty's multi-factor safety analysis for this preferred, composite score: 61 (Strong)