Business Context and Reporting Period
Company: Ares Capital Corporation (ARCC)
Filing Type: Form 8-K (Current Report)
Reporting Date: April 28, 2026
Principal Executive Offices: 245 Park Avenue, 44th Floor, New York, NY 10167
This filing reports the entry into new material definitive agreements regarding equity distribution and the termination of prior agreements.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on capital raising arrangements.
Material Changes and Agreements
New Equity Distribution Agreements
- Counterparties: The Company entered into separate agreements with Truist Securities, Mizuho Securities USA, RBC Capital Markets, Regions Securities, and SMBC Nikko Securities America.
- Offering Size: Up to $1,500,000,000 in aggregate offering price of common stock.
- Sale Method: Shares may be sold via negotiated transactions or "at the market" offerings (Rule 415(a)(4)).
- Compensation: Sales Agents will receive a commission of up to 1.5% of the gross sales price.
- Registration: Sales are pursuant to a Registration Statement on Form N-2 (File No. 333-279023) filed on May 1, 2024, and a prospectus supplement dated April 28, 2026.
Termination of Prior Agreements
- Effective April 28, 2026, the Company terminated previous Equity Distribution Agreements dated February 5, 2025, with Truist, Mizuho, RBC, and Regions.
- These prior agreements have been superseded by the new agreements described above.
Guidance, Outlook, and Risks
Management Commentary: The Company has no obligation to sell any shares under the new agreements. Actual sales depend on market conditions, the trading price of the Company's common stock, and the Company's determination of capital needs.
Contingencies: The Company may suspend the offering of shares at any time. The filing explicitly states it does not constitute an offer to sell securities in jurisdictions where such an offer would be unlawful.
Investor Verification Checklist
- Verify the full text of the new Equity Distribution Agreements (Exhibits 10.1 through 10.5) for specific termination provisions and conditions to closing.
- Review the Prospectus Supplement dated April 28, 2026, for detailed terms of the $1.5 billion offering.
- Monitor future filings to determine if and when the Company elects to sell shares under these new agreements.
- Confirm the impact of the 1.5% commission on net proceeds should sales occur.