Ares Capital Corporation Enters New \$1.5 Billion Equity Distribution Agreements

Key Developments

• New Equity Distribution Agreements Signed: On April 28, 2026, Ares Capital Corporation (NASDAQ: ARCC) announced that it has entered into new Equity Distribution Agreements with several major financial institutions, allowing the company to issue and sell up to \$1.5 billion of its common stock, par value \$0.001 per share, from time to time in at-the-market offerings.
• Termination of Previous Agreements: The company also terminated its previous equity distribution agreements with Truist, Mizuho, RBC, and Regions, which have now been superseded by the new agreements.
• Potential Impact on Shareholders: The authorization to issue up to \$1.5 billion in new shares represents a significant potential increase in the company’s outstanding shares, which could have important implications for current shareholders and the stock price.
• Use of Proceeds: Proceeds from the share issuance are intended to be used as specified in the company’s prospectus supplement and registration statement, typically for general corporate purposes, including investment activities, working capital, and possible debt repayment.
• Customary Terms: The agreements contain customary representations, warranties, and indemnification provisions, as well as the usual closing conditions and termination rights.
• Regulatory Filings and Legal Opinions: The company has filed the relevant agreements and a legal opinion from Venable LLP as exhibits to its Form 8-K filed with the SEC.

Details for Investors and Shareholders

Why This Matters: The potential sale of up to \$1.5 billion in new shares is a material event for Ares Capital Corporation and its investors. The issuance of new equity in such a large amount could have immediate and longer-term impacts on ARCC’s share price and shareholder value. Shareholders should be aware that:

• Dilution Risk: The sale of additional shares will dilute the holdings of existing shareholders unless the proceeds generate returns that offset the dilution.
• Timing and Market Impact: Sales will occur at prevailing market prices, which means the effect on the share price will depend on the timing and volume of shares sold.
• Flexibility for Capital Raising: The at-the-market structure gives Ares Capital flexibility to raise capital as needed, potentially allowing the company to take advantage of favorable market conditions or respond to investment opportunities.
• Termination of Old Agreements: The replacement of previous agreements signals a strategic shift or update in the company’s approach to capital markets and may reflect new relationships with distribution partners.
• Continued NASDAQ Listing: The company reaffirmed its intention to maintain the listing of its common stock on the NASDAQ Global Select Market.
• Compliance and Controls: Ares Capital confirmed it maintains robust internal controls, effective disclosure practices, and compliance with all regulatory requirements, including the Investment Company Act of 1940 and SEC rules.
• No Material Adverse Changes Reported: Management stated that, as of the date of the report, there have been no material adverse changes in the company’s financial condition, business, or prospects.

Legal and Regulatory Highlights

• The agreements provide for indemnification of the managers (banks) against losses related to untrue statements or omissions in the registration statement or prospectus.
• Ares Capital states there are no undisclosed material legal proceedings, registration rights, or related-party transactions that would affect investors.
• The company confirms it is not required to register as a management investment company under the Investment Company Act as a result of these offerings.
• All required board authorizations are in place for the issuance and sale of shares, and the company’s legal counsel has issued an opinion affirming the shares will be validly issued, fully paid, and non-assessable.

Potential Share Price Sensitivity

Shareholders should be aware that the announcement of a large equity distribution program can be price sensitive. If the company chooses to issue a significant number of shares into the market, the increased supply may put downward pressure on the share price, especially if not matched by commensurate earnings growth or return on the invested proceeds. On the other hand, prudent use of new capital for value-accretive investments could benefit shareholders over time.

Next Steps and Further Disclosures

• Investors are encouraged to review the prospectus supplement and registration statement for further details on the offering and use of proceeds.
• Updates on the number of shares sold, net proceeds, and commissions paid to managers will be disclosed in future filings as required by SEC rules.
• The company will continue to file periodic reports and comply with all disclosure requirements.

Disclaimer: This article is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities. All investments involve risk, including possible loss of principal. Investors should consult the official SEC filings and a qualified financial advisor before making any investment decisions. This news summary is not a substitute for the full legal documentation filed with the SEC.

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