Material Agreement - Form 8-K

Item 1.01 Entry into a Material Definitive Agreement

On December 21, 2023, American Equity Investment Life Holding Company (the "Company") entered into an Assignment, Assumption and Consent Agreement (the "Assignment Agreement") with Brookfield Corporation ("BN"), Brookfield Reinsurance Ltd. ("BNRE"), North End Re (Cayman) SPC ("North End Re"), Freestone Re Ltd. ("Freestone Re"), BAM Re Holdings Ltd. ("BAM Re Holdings") and American National Group, LLC ("ANAT").

The Assignment Agreement provides for the assignment of the obligations of North End Re and Freestone Re under the Investment Agreement, dated as of October 17, 2020, among BN, BNRE, North End Re, Freestone Re and the Company, as amended, to, and the assumption of such obligations by, BAM Re Holdings and ANAT, respectively, in connection with certain reorganization transactions by BNRE that include the transfer of all shares of common stock of the Company (the "Common Stock") held by North End Re to BAM Re Holdings and the transfer all of the shares of Common Stock held by Freestone Re to ANAT.

The foregoing description of the Assignment Agreement and the transactions contemplated thereby does not purport to be complete and is subject to and qualified in its entirety by reference to the Assignment Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.