FULLTEXT DEL 10 AV 10
10-K – 2026-02-04 – arcc-20251231.htm
The Company’s commitment to fund delayed draw loans is generally triggered upon the satisfaction of certain pre-negotiated terms and conditions. Generally, the most significant and uncertain term requires the borrower to satisfy a specific use of proceeds covenant. The use of proceeds covenant typically requires the borrower to use the additional loans for the specific purpose of a permitted acquisition or permitted investment, for example. In addition to the use of proceeds covenant, the borrower is generally required to satisfy additional negotiated covenants (including specified leverage levels). Also included within the total revolving loan commitments as of December 31, 2025 were commitments to issue up to $ 439 in letters of credit through a financial intermediary on behalf of certain portfolio companies. As of December 31, 2025, the Company had $ 66 in letters of credit issued and outstanding under these commitments on behalf of the portfolio companies. For all these letters of credit issued and outstanding, the Company would be required to make payments to third parties if the portfolio companies were to default on their related payment obligations. Of these letters of credit, $ 63 expire in 2026 and $ 3 expire in 2027. The Company also has commitments to invest in the SDLP for the Company’s portion of the SDLP’s commitments to fund delayed draw loans to certain portfolio companies of the SDLP. See Note 4 for more information. As of December 31, 2025 and 2024, the Company was party to agreements to fund equity investment commitments as follows: As of December 31, 2025 2024 Total equity commitments $ 209 $ 191 Less: funded equity commitments ( 40 ) ( 88 ) Total unfunded equity commitments 169 103 Less: equity commitments substantially at discretion of the Company ( 43 ) ( 43 ) Total net unfunded equity commitments $ 126 $ 60 F-190 In the ordinary course of business, the Company may sell certain of its investments to third-party purchasers. In particular, in connection with the sale of certain controlled portfolio company equity investments (as well as certain other sales) the Company has, and may continue to do so in the future, agreed to indemnify such purchasers for future liabilities arising from the investments and the related sale transaction. Such indemnification provisions have given rise to liabilities in the past and may do so in the future. In addition, in the ordinary course of business, the Company may guarantee certain obligations in connection with its portfolio companies (in particular, certain controlled portfolio companies). Under these guarantee arrangements, payments may be required to be made to third parties if such guarantees are called upon or if the portfolio companies were to default on their related obligations, as applicable. 8. FAIR VALUE OF FINANCIAL INSTRUMENTS The Company follows ASC 825-10, R ecognition and Measurement of Financial Assets and Financial Liabilities (“ASC 825-10”), which provides companies the option to report selected financial assets and liabilities at fair value. ASC 825-10 also establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities and a better understanding of the effect of the company’s choice to use fair value on its earnings. ASC 825-10 also requires entities to display the fair value of the selected assets and liabilities on the face of the balance sheet. The Company has not elected the ASC 825-10 option to report selected financial assets and liabilities at fair value. With the exception of the line items entitled “other assets” and “debt,” which are reported at amortized cost, the carrying value of all other assets and liabilities approximate fair value. The Company also follows ASC 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”), which expands the application of fair value accounting. ASC 820-10 defines fair value, establishes a framework for measuring fair value in accordance with GAAP and expands disclosure of fair value measurements. ASC 820-10 determines fair value to be the price that would be received for an investment in a current sale, which assumes an orderly transaction between market participants on the measurement date. ASC 820-10 requires the Company to assume that the portfolio investment is sold in its principal market to market participants or, in the absence of a principal market, the most advantageous market, which may be a hypothetical market. Market participants are defined as buyers and sellers in the principal or most advantageous market that are independent, knowledgeable, and willing and able to transact. In accordance with ASC 820-10, the Company has considered its principal market as the market in which the Company exits its portfolio investments with the greatest volume and level of activity. ASC 820-10 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. In accordance with ASC 820-10, these inputs are summarized in the three broad levels listed below: • Level 1—Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. • Level 2—Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. • Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement. In addition to using the above inputs in investment valuations, the Valuation Designee continues to employ its net asset valuation policy and procedures that have been reviewed by the Company’s board of directors in connection with their designation of the Company’s investment adviser as the valuation designee and are consistent with the provisions of Rule 2a-5 under the Investment Company Act and ASC 820-10 (see Note 2 for more information). Consistent with its valuation policy and procedures, the Valuation Designee evaluates the source of inputs, including any markets in which the Company’s investments are trading (or any markets in which securities with similar attributes are trading), in determining fair value. Because there is not a readily available market value for most of the investments in the Company’s portfolio, the fair value of the investments must typically be determined using unobservable inputs. The Company’s portfolio investments (other than as described below in the following paragraph) are typically valued using two different valuation techniques. The first valuation technique is an analysis of the enterprise value (“EV”) of the portfolio company. EV means the entire value of the portfolio company to a market participant, including the sum of the values of debt and equity securities used to capitalize the enterprise at a point in time. The primary method for determining EV uses a multiple analysis whereby appropriate multiples are applied to the portfolio company’s EBITDA (generally defined as net income before net interest expense, income tax expense, depreciation and amortization). EBITDA multiples are typically determined based upon review of market comparable transactions and publicly traded comparable companies, if any. The Valuation Designee may also employ other valuation multiples to determine EV, such as revenues or, in the case of certain F-191 portfolio companies in the power generation industry, kilowatt capacity. The second method for determining EV uses a discounted cash flow analysis whereby future expected cash flows of the portfolio company are discounted to determine a present value using estimated discount rates (typically a weighted average cost of capital based on costs of debt and equity consistent with current market conditions). The EV analysis is performed to determine the value of equity investments, the value of debt investments in portfolio companies where the Company has control or could gain control through an option or warrant security, and to determine if there is credit impairment for debt investments. If debt investments are credit impaired, an EV analysis may be used to value such debt investments; however, in addition to the methods outlined above, other methods such as a liquidation or wind-down analysis may be utilized to estimate EV. The second valuation technique is a yield analysis, which is typically performed for non-credit impaired debt investments in portfolio companies where the Company does not own a controlling equity position. To determine fair value using a yield analysis, a current price is imputed for the investment based upon an assessment of the expected market yield for a similarly structured investment with a similar level of risk. In the yield analysis, the Valuation Designee considers the current contractual interest rate, the maturity and other terms of the investment relative to risk of the company and the specific investment. A key determinant of risk, among other things, is the leverage through the investment relative to the EV of the portfolio company. As debt investments held by the Company are substantially illiquid with no active transaction market, the Valuation Designee depends on primary market data, including newly funded transactions, as well as secondary market data with respect to high yield debt instruments and syndicated loans, as inputs in determining the appropriate market yield, as applicable. For other portfolio investments such as investments in the SDLP Certificates and IHAM, discounted cash flow analysis is the primary technique utilized to determine fair value. Expected future cash flows associated with the investment are discounted to determine a present value using a discount rate that reflects estimated market return requirements. The following table presents fair value measurements of cash and cash equivalents, restricted cash, investments, unfunded revolving and delayed draw loan commitments and derivatives as of December 31, 2025: Fair Value Measurements Using Total Level 1 Level 2 Level 3 Investments not measured at net asset value $ 29,468 $ 20 $ 756 $ 28,692 Investments measured at net asset value(1) 17 Total investments $ 29,485 Unfunded revolving and delayed draw loan commitments(2) $ ( 32 ) $ — $ — $ ( 32 ) Derivatives: Foreign currency forward contracts $ ( 13 ) $ — $ ( 13 ) $ — Interest rate swaps $ 77 $ — $ 77 $ — ________________________________________ (1) Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the consolidated balance sheet. (2) The fair value of unfunded revolving and delayed draw loan commitments is included in “accounts payable and other liabilities” in the accompanying consolidated balance sheet. F-192 The following table presents fair value measurements of cash and cash equivalents, restricted cash, investments, unfunded revolving and delayed draw loan commitments and derivatives as of December 31, 2024: Fair Value Measurements Using Total Level 1 Level 2 Level 3 Investments not measured at net asset value $ 26,711 $ 33 $ 587 $ 26,091 Investments measured at net asset value(1) 9 Total investments $ 26,720 Unfunded revolving and delayed draw loan commitments(2) $ ( 29 ) $ — $ — $ ( 29 ) Derivatives: Foreign currency forward contracts $ 24 $ — $ 24 $ — Interest rate swaps $ 2 $ — $ 2 $ — ________________________________________ (1) Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the consolidated balance sheet. (2) The fair value of unfunded revolving and delayed draw loan commitments is included in “accounts payable and other liabilities” in the accompanying consolidated balance sheet. The following tables summarize the significant unobservable inputs the Valuation Designee used to value the majority of the Company’s investments categorized within Level 3 as of December 31, 2025 and 2024. The tables are not intended to be all-inclusive, but instead to capture the significant unobservable inputs relevant to the Valuation Designee’s determination of fair values. As of December 31, 2025 Unobservable Input Asset Category Fair Value Primary Valuation Techniques Input Estimated Range Weighted Average (1) First lien senior secured loans $ 17,584 Yield analysis Market yield 5.5 % - 23.6 % 9.5 % Second lien senior secured loans 1,063 Yield analysis Market yield 8.2 % - 25.3 % 13.7 % Subordinated certificates of the SDLP 1,117 Discounted cash flow analysis Discount rate 9.4 % - 12.7 % 11.3 % Senior subordinated loans 1,537 Yield analysis Market yield 7.0 % - 24.7 % 12.8 % Preferred equity 2,475 Yield analysis Market yield 7.0 % - 23.1 % 13.4 % EV market multiple analysis EBITDA multiple 3.5 x - 26.0 x 13.8 x Ivy Hill Asset Management, L.P.(2) 2,434 Discounted cash flow analysis Discount rate 9.3 % - 16.5 % 10.1 % Other equity 2,482 EV market multiple analysis EBITDA multiple 4.5 x - 33.0 x 14.2 x Total investments $ 28,692 ________________________________________ (1) Unobservable inputs were weighted by the relative fair value of the investments. (2) Includes the Company’s subordinated loan to and equity investments in IHAM, as applicable. F-193 As of December 31, 2024 Unobservable Input Asset Category Fair Value Primary Valuation Techniques Input Estimated Range Weighted Average (1) First lien senior secured loans $ 14,722 Yield analysis Market yield 3.8 % - 22.9 % 10.4 % Second lien senior secured loans 1,724 Yield analysis Market yield 9.6 % - 23.2 % 14.2 % Subordinated certificates of the SDLP 1,192 Discounted cash flow analysis Discount rate 10.0 % - 13.0 % 12.0 % Senior subordinated loans 1,343 Yield analysis Market yield 8.4 % - 21.9 % 12.8 % Preferred equity 2,649 Yield analysis Market yield 7.0 % - 19.0 % 13.3 % EV market multiple analysis EBITDA multiple 2.6 x - 25.1 x 15.4 x Ivy Hill Asset Management, L.P.(2) 1,915 Discounted cash flow analysis Discount rate 9.9 % - 19.0 % 11.4 % Other equity 2,546 EV market multiple analysis EBITDA multiple 5.6 x - 49.7 x 18.1 x Total investments $ 26,091 ________________________________________ (1) Unobservable inputs were weighted by the relative fair value of the investments. (2) Includes the Company’s subordinated loan to and equity investments in IHAM, as applicable. Changes in market yields, discount rates or EBITDA multiples, each in isolation, may change the fair value of certain of the Company’s investments. Generally, an increase in market yields or discount rates or a decrease in EBITDA multiples may result in a decrease in the fair value of certain of the Company’s investments. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company’s investments may fluctuate from period to period. Additionally, the fair value of the Company’s investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that the Company may ultimately realize. Further, such investments are generally subject to legal and other restrictions on resale or otherwise are less liquid than publicly traded securities. If the Company was required to liquidate a portfolio investment in a forced or liquidation sale, it could realize significantly less than the value at which the Company has recorded it. In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the unrealized gains or losses reflected in the valuations currently assigned. The following table presents changes in investments that use Level 3 inputs as of and for the year ended December 31, 2025: As of and For the Year Ended December 31, 2025 Balance as of December 31, 2024 $ 26,091 Net realized gains 83 Net unrealized losses ( 138 ) Purchases 13,603 Sales ( 4,474 ) Repayments ( 6,767 ) PIK interest and dividends 496 Net accretion of discount on investments 10 Transfers into Level 3 — Transfers out of Level 3 ( 212 ) Balance as of December 31, 2025 $ 28,692 F-194 Investments that were transferred out of Level 3 during the year ended December 31, 2025 were generally as a result of changes in the observability of significant inputs or available market data for certain portfolio companies. As of December 31, 2025, the net unrealized appreciation on the investments that use Level 3 inputs was $ 235 . For the year ended December 31, 2025, the total amount of gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to the Company’s Level 3 assets still held as of December 31, 2025, and reported within the net unrealized gains (losses) on investments, foreign currency and other transactions in the Company’s consolidated statement of operations was $( 96 ). The following table presents changes in investments that use Level 3 inputs as of and for the year ended December 31, 2024: As of and For the Year Ended December 31, 2024 Balance as of December 31, 2023 $ 22,084 Net realized losses ( 64 ) Net unrealized gains 139 Purchases 12,716 Sales ( 2,650 ) Repayments ( 6,543 ) PIK interest and dividends 461 Net accretion of discount on investments 9 Transfers into Level 3 22 Transfers out of Level 3 ( 83 ) Balance as of December 31, 2024 $ 26,091 Investments that were transferred into and out of Level 3 during the year ended December 31, 2024 were generally as a result of changes in the observability of significant inputs or available market data for certain portfolio companies. As of December 31, 2024, the net unrealized appreciation on the investments that use Level 3 inputs was $ 369 . For the year ended December 31, 2024, the total amount of gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to the Company’s Level 3 assets still held as of December 31, 2024, and reported within the net unrealized gains (losses) on investments, foreign currency and other transactions in the Company’s consolidated statement of operations was $ 111 . F-195 The following are the carrying and fair values of the Company’s debt obligations as of December 31, 2025 and 2024. Fair value is estimated by discounting remaining payments using applicable current market rates, which take into account changes in the Company’s marketplace credit ratings, or market quotes, if available. As of December 31, 2025 2024 Carrying Value(1) Fair Value(6) Carrying Value(1) Fair Value(6) Revolving Credit Facility $ 2,031 $ 2,031 $ 1,113 $ 1,113 Revolving Funding Facility 1,234 1,234 1,065 1,065 SMBC Funding Facility 563 563 502 502 BNP Funding Facility 717 717 889 889 April 2036 CLO Notes (principal amount outstanding of $ 476 )(2) 473 (3) 473 473 (3) 476 October 2036 CLO Secured Loans (principal amount outstanding of $ 544 )(2) 541 (3) 541 541 (3) 544 January 2038 CLO Notes (principal amount outstanding of $ 700 and $ 0 , respectively)(2) 697 (3) 697 — — March 2025 Notes (principal amount outstanding of $ 0 and $ 600 , respectively) — — 600 (3) 599 July 2025 Notes (principal amount outstanding of $ 0 and $ 1,250 , respectively) — — 1,252 (3) 1,238 January 2026 Notes (principal amount outstanding of $ 1,150 ) 1,150 (3) 1,149 1,148 (3) 1,137 July 2026 Notes (principal amount outstanding of $ 1,000 ) 999 (3) 989 996 (3) 957 January 2027 Notes (principal amount outstanding of $ 900 ) 900 (3)(4) 923 891 (3)(4) 933 June 2027 Notes (principal amount outstanding of $ 500 ) 498 (3) 490 497 (3) 475 June 2028 Notes (principal amount outstanding of $ 1,250 ) 1,248 (3) 1,196 1,248 (3) 1,151 March 2029 Notes (principal amount outstanding of $ 1,000 ) 999 (3)(4) 1,027 985 (3)(4) 1,010 July 2029 Notes (principal amount outstanding of $ 850 ) 861 (3)(4) 874 835 (3)(4) 861 September 2030 Notes (principal amount outstanding of $ 750 and $ 0 , respectively) 743 (3)(4) 756 — — January 2031 Notes (principal amount outstanding of $ 650 and $ 0 , respectively) 634 (3)(4) 642 — — November 2031 Notes (principal amount outstanding of $ 700 ) 693 (3) 622 692 (3) 602 March 2032 Notes (principal amount outstanding of $ 1,000 and $ 0 , respectively) 1,010 (3)(4) 1,011 — — Total $ 15,991 (5) $ 15,935 $ 13,727 (5) $ 13,552 ________________________________________ (1) The Revolving Credit Facility, the Revolving Funding Facility, the SMBC Funding Facility and the BNP Funding Facility carrying values are the same as the principal amounts outstanding. (2) Excludes the April 2036 CLO Subordinated Notes, the October 2036 CLO Subordinated Notes and the January 2028 CLO Subordinated Notes which were retained by the Company and, as such, eliminated in consolidation. See Note 5 for more information on the Debt Securitizations. (3) Represents the aggregate principal amount outstanding, less unamortized debt issuance costs and the net unaccreted/amortized discount or premium recorded upon issuance. (4) The carrying value of the January 2027 Notes, the March 2029 Notes, the July 2029 Notes, the September 2030 Notes, the January 2031 Notes and the March 2032 Notes as of December 31, 2025 includes adjustments as a result of F-196 effective hedge accounting relationships. The carrying value of the January 2027 Notes, the March 2029 Notes and the July 2029 Notes as of December 31, 2024 includes adjustments as a result of effective hedge accounting relationships. See Notes 5 and 6 for more information. (5) Total principal amount of outstanding debt totaled $ 16,012 and $ 13,789 as of December 31, 2025 and 2024, respectively. (6) The fair value of these debt obligations would be categorized as Level 2 under ASC 820-10. 9. STOCKHOLDERS’ EQUITY The Company may from time to time issue and sell shares of its common stock through public or “at the market” offerings. During the year ended December 31, 2025, the Company issued and sold the following shares of common stock: Issuances of Common Stock Number of Shares Issued Gross Proceeds Underwriting Fees/Offering Expenses Net Proceeds Average Offering Price Per Share(1) “At the market” offerings 42.4 $ 937.2 $ 9.7 $ 927.5 $ 22.11 Total 42.4 $ 937.2 $ 9.7 $ 927.5 ________________________________________ (1) Represents the gross offering price per share before deducting underwriting discounts and commissions and offering expenses. During the year ended December 31, 2024, the Company issued and sold the following shares of common stock: Issuances of Common Stock Number of Shares Issued Gross Proceeds Underwriting Fees/Offering Expenses Net Proceeds Average Offering Price Per Share(1) “At the market” offerings 65.2 $ 1,376.4 $ 13.7 $ 1,362.7 $ 21.12 Total 65.2 $ 1,376.4 $ 13.7 $ 1,362.7 ________________________________________ (1) Represents the gross offering price per share before deducting underwriting discounts and commissions and offering expenses. During the year ended December 31, 2023, the Company issued and sold the following shares of common stock: Issuances of Common Stock Number of Shares Issued Gross Proceeds Underwriting Fees/Offering Expenses Net Proceeds Average Offering Price Per Share(1) Public offerings 12.1 $ 236.8 $ 13.4 $ 223.4 $ 19.61 (2) “At the market” offerings 48.4 941.6 10.7 930.9 $ 19.44 Total 60.5 $ 1,178.4 $ 24.1 $ 1,154.3 ________________________________________ (1) Represents the gross offering price per share before deducting underwriting discounts and commissions and offering expenses. (2) 12.1 of the shares were sold to the underwriters for a price of $ 18.53 per share, which the underwriters were then permitted to sell at variable prices to the public. “At the Market” Offerings The Company is party to equity distribution agreements with several banks (the “Equity Distribution Agreements”). The Equity Distribution Agreements provide that the Company may from time to time issue and sell, by means of “at the market” offerings, up to $ 1,500 of its common stock. Subject to the terms and conditions of the Equity Distribution Agreements, sales of common stock, if any, may be made in transactions that are deemed to be “at the market” offerings as F-197 defined in Rule 415(a)(4) under the Securities Act of 1933, as amended. Under the Equity Distribution Agreements, common stock with an aggregate offering amount of $ 563 remained available for issuance as of December 31, 2025. Conversion of the 2024 Convertible Notes In March 2024, in connection with the repayment of the 2024 Convertible Notes, the Company issued approximately 20 shares of its common stock at a conversion price of $ 20.12 per share for a total value of $ 407 . See Note 5 for more information relating to the repayment of the 2024 Convertible Notes. Dividend Reinvestment Plan See Note 12 for information regarding shares of common stock issued or purchased in accordance with the Company’s dividend reinvestment plan. Stock Repurchase Program The Company is authorized under its stock repurchase program to purchase up to $ 1,000 in the aggregate of its outstanding common stock in the open market at certain thresholds below its net asset value per share, in accordance with the guidelines specified in Rule 10b-18 under the Securities Exchange Act of 1934, as amended. The timing, manner, price and amount of any share repurchases will be determined by the Company, in its sole discretion, based upon an evaluation of economic and market conditions, stock price, applicable legal and regulatory requirements and other factors. The stock repurchase program does not require the Company to repurchase any specific number of shares of common stock or any shares of common stock at all. Consequently, the Company cannot assure stockholders that any specific number of shares of common stock, if any, will be repurchased under the stock repurchase program. As of December 31, 2025, the expiration date of the stock repurchase program was February 15, 2026. The program may be suspended, extended, modified or discontinued at any time. As of December 31, 2025, there was $ 1,000 available for repurchases under the stock repurchase program. During the years ended December 31, 2025, 2024 and 2023, the Company did not repurchase any shares of the Company’s common stock under the stock repurchase program. See Note 16 for a subsequent event relating to the Company’s stock repurchase program. 10. EARNINGS PER SHARE The following information sets forth the computations of basic and diluted net increase in stockholders’ equity resulting from operations per share for the years ended December 31, 2025, 2024 and 2023: For the Year Ended December 31, 2025 2024 2023 Net increase in stockholders’ equity resulting from operations $ 1,299 $ 1,522 $ 1,522 Adjustment for interest expense on 2024 Convertible Notes(1) — — 17 Net increase in stockholders’ equity resulting from operations—diluted $ 1,299 $ 1,522 $ 1,539 Weighted average shares of common stock outstanding—basic and diluted 699 624 554 Assumed conversion of 2024 Convertible Notes(2) — — 21 Weighted average shares of common stock outstanding—diluted 699 624 575 Net increase in stockholders’ equity resulting from operations per share—basic $ 1.86 $ 2.44 $ 2.75 Net increase in stockholders’ equity resulting from operations per share—diluted $ 1.86 $ 2.44 $ 2.68 ________________________________________ (1) Includes the impact of the income based fee. (2) In March 2024, in connection with the repayment of the 2024 Convertible Notes, the Company issued approximately 20 shares of common stock. See Note 5 for more information relating to the repayment of the 2024 Convertible Notes. F-198 11. INCOME AND EXCISE TAXES For U.S. federal income tax purposes, amounts distributed to the Company’s stockholders as dividends are reported as ordinary income, capital gains, or a combination thereof. Dividends paid per common share for the years ended December 31, 2025, 2024 and 2023 were taxable as follows (unaudited): For the Years Ended December 31, 2025 2024 2023 Ordinary income(1) $ 1.92 $ 1.92 $ 1.92 Capital gains — — — Total(2) $ 1.92 $ 1.92 $ 1.92 _______________________________________________________________________________ (1) For the years ended December 31, 2025, 2024 and 2023, ordinary income included dividend income of approximately $ 0.5635 , $ 0.3137 and $ 0.0296 per share, respectively, that qualified to be taxed at the maximum capital gains rate and, in the case of certain eligible corporate stockholders, dividends that were eligible for the dividends received deduction. (2) For the years ended December 31, 2025, 2024 and 2023, the percentage of total dividends paid that constituted interest-related dividends were 85.1 %, 88.6 % and 80.5 %, respectively. The following reconciles net increase in stockholders’ equity resulting from operations to taxable income for the years ended December 31, 2025, 2024 and 2023: For the Years Ended December 31, 2025 2024 2023 (Estimated)(1) Net increase in stockholders’ equity resulting from operations $ 1,299 $ 1,522 $ 1,522 Adjustments: Net realized gains (losses) on investments, foreign currency and other transactions 75 ( 136 ) ( 440 ) Income not currently taxable(2) ( 186 ) ( 203 ) ( 157 ) Income for tax but not book 361 233 60 Expenses not currently deductible 157 76 21 Realized gain/loss differences(3) ( 246 ) 17 60 Taxable income $ 1,460 $ 1,509 $ 1,066 _______________________________________________________________________________ (1) The calculation of estimated 2025 U.S. federal taxable income is based on certain estimated amounts, including information received from third parties and, as a result, actual 2025 U.S. federal taxable income will not be finally determined until the Company’s 2025 U.S. federal tax return is filed in 2026 (and, therefore, such estimate is subject to change). (2) Includes a reduction for dividend income from preferred equity that is not taxable until collected totaling $ 268 , $ 257 and $ 198 , respectively, net of dividend income collected of $ 149 , $ 33 and $ 11 , respectively, for the years ended December 31, 2025, 2024 and 2023, respectively. (3) Certain realized gain/loss differences are the result of the realization of certain tax only capital losses on the investments and liabilities acquired in the acquisition of Allied Capital Corporation in April 2010 (the “Allied Acquisition”). Because the Allied Acquisition was a “tax-free” reorganization under the Code, realized losses for tax purposes can differ from GAAP. Note that unlike the Allied Acquisition, the acquisition of American Capital, Ltd. in January 2017 was treated as a taxable purchase of the American Capital assets for purposes of the Company’s taxable income calculations; therefore, realized gains or losses for tax purposes are generally consistent with realized gains or losses under GAAP. F-199 Taxable income generally differs from net increase in stockholders’ equity resulting from operations for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized gains or losses, as unrealized gains or losses are generally not included in taxable income until they are realized. In addition, on April 1, 2010, the Company acquired Allied Capital Corporation in a “tax-free” merger under the Code, which has caused certain merger-related items to vary in their deductibility for GAAP and tax purposes. Capital losses in excess of capital gains earned in a tax year may generally be carried forward and used to offset capital gains, subject to certain limitations. As of December 31, 2025, the Company estimates that it will have a capital loss carryforward of approximately $ 278 available for use in later tax years. While the Company’s ability to utilize losses in the future depends on a variety of factors that cannot be known in advance, approximately $ 92 of the capital loss carryforwards will be subject to limitations under Section 382 of the Code. The unused balance will be carried forward and utilized as gains are realized, subject to such limitations. For the year ended December 31, 2025, the Company estimated U.S. federal taxable income exceeded its distributions made from such taxable income during the year; consequently, the Company has elected to carry forward the excess for distribution to stockholders in 2026. The amount carried forward to 2026 is estimated to be approximately $ 988 , substantially all of which is expected to be ordinary income, although these amounts will not be finalized until the 2025 tax returns are filed in 2026. For the years ended December 31, 2024 and 2023, the Company had taxable income in excess of the distributions made from such taxable income during the year, and therefore, the Company elected to carry forward the excess for distribution to stockholders in 2025 and 2024, respectively. The amounts carried forward to 2025 and 2024 were $ 878 and $ 631 , respectively. To the extent that the Company determines that its estimated current year annual taxable income will exceed its estimated current year dividends from such taxable income, the Company accrues excise tax on estimated excess taxable income. For the years ended December 31, 2025, 2024 and 2023, a net expense of $ 37 , $ 35 and $ 23 , respectively, was recorded for U.S. federal excise tax. The net expense for the years ended December 31, 2025 and 2024 each included a reduction in expense related to an expected refund request arising from the overpayment of the prior year’s excise tax of $ 2 and $ 1 , respectively. As of December 31, 2025, the estimated cost basis of investments for U.S. federal tax purposes was $ 29.2 billion resulting in estimated gross unrealized gains and losses of $ 1.3 billion and $ 1.0 billion, respectively. As of December 31, 2024, the estimated cost basis of investments for U.S. federal tax purposes was $ 26.5 billion resulting in estimated gross unrealized gains and losses of $ 1.7 billion and $ 1.5 billion, respectively. As of December 31, 2025 and 2024, the cost of investments for U.S. federal tax purposes was less than the amortized cost of investments for book purposes of $ 29.3 billion and $ 26.4 billion, respectively. The Company may adjust the classification of stockholders’ equity as a result of permanent book-to-tax differences, which may include merger-related items, differences in the book and tax basis of certain assets and liabilities, and nondeductible federal taxes (including excise taxes), among other items. These adjustments are reclassifications among the individual components of stockholders’ equity and have no effect on total stockholders’ equity. For the year ended December 31, 2025, the Company decreased capital in excess of par value by $ 158 and increased accumulated undistributed/ (overdistributed) earnings by $ 158 in the consolidated statement of stockholders’ equity. After adjusting for these reclassifications, the capital in excess of par value, accumulated undistributed net investment income, accumulated net realized losses and accumulated net unrealized gains were $ 13,359 , $ 1,077 , $( 270 ) and $ 151 , respectively. The adjustments made for the year ended December 31, 2025 are based on certain estimated amounts and assumptions and, as a result, such adjustments are subject to change until the Company’s 2025 U.S. federal tax return is filed in 2026. For the year ended December 31, 2024, the Company decreased capital in excess of par value by $ 87 and increased accumulated undistributed/(overdistributed) earnings by $ 87 in the consolidated statement of stockholders’ equity. After adjusting for these reclassifications, the capital in excess of par value, accumulated undistributed net investment income, accumulated net realized losses and accumulated net unrealized gains were $ 12,502 , $ 921 , $( 316 ) and $ 247 , respectively. Certain of the Company’s consolidated subsidiaries are subject to U.S. federal and state income taxes. For the years ended December 31, 2025, 2024 and 2023, the Company recorded a net tax expense (benefit) of approximately $ 121 , $ 38 and $( 3 ), respectively, for these subsidiaries. F-200 12. DIVIDENDS AND DISTRIBUTIONS The following table summarizes the Company’s dividends declared and payable during the years ended December 31, 2025, 2024 and 2023: Date declared Record date Payment date Per share amount Total amount October 28, 2025 December 15, 2025 December 30, 2025 $ 0.48 $ 344 July 29, 2025 September 15, 2025 September 30, 2025 0.48 342 April 29, 2025 June 13, 2025 June 30, 2025 0.48 337 February 5, 2025 March 14, 2025 March 31, 2025 0.48 328 Total dividends declared and payable for the year ended December 31, 2025 $ 1.92 $ 1,351 October 30, 2024 December 13, 2024 December 30, 2024 $ 0.48 $ 320 July 30, 2024 September 13, 2024 September 30, 2024 0.48 308 May 1, 2024 June 14, 2024 June 28, 2024 0.48 300 February 7, 2024 March 15, 2024 March 29, 2024 0.48 291 Total dividends declared and payable for the year ended December 31, 2024 $ 1.92 $ 1,219 October 24, 2023 December 15, 2023 December 28, 2023 $ 0.48 $ 280 July 25, 2023 September 15, 2023 September 29, 2023 0.48 271 April 25, 2023 June 15, 2023 June 30, 2023 0.48 266 February 7, 2023 March 15, 2023 March 31, 2023 0.48 261 Total dividends declared and payable for the year ended December 31, 2023 $ 1.92 $ 1,078 The Company has a dividend reinvestment plan, whereby the Company may buy shares of its common stock in the open market or issue new shares in order to satisfy dividend reinvestment requests. When the Company issues new shares in connection with the dividend reinvestment plan, the issue price is equal to the closing price of its common stock on the dividend payment date. Dividend reinvestment plan activity for the years ended December 31, 2025, 2024 and 2023, was as follows: For the Years Ended December 31, 2025 2024 2023 Shares issued 4.2 3.8 2.5 Average issue price per share $ 21.10 $ 21.09 $ 19.48 Shares purchased by plan agent to satisfy dividends declared and payable during the period for stockholders — — (1) 0.8 Average purchase price per share $ — $ — $ 18.35 13. RELATED PARTY TRANSACTIONS In accordance with the investment advisory and management agreement, the Company bears all costs and expenses of the operation of the Company and reimburses its investment adviser or its affiliates for certain of such costs and expenses paid for by the investment adviser or its affiliates on behalf of the Company. For the years ended December 31, 2025, 2024 and 2023, the Company’s investment adviser or its affiliates incurred and the Company reimbursed such expenses totaling $ 6 , $ 10 and $ 9 , respectively. The Company has entered into agreements with Ares Management LLC and IHAM, pursuant to which Ares Management LLC and IHAM are entitled to use the Company’s proprietary portfolio management software. For the years ended December 31, 2025, 2024 and 2023, amounts payable to the Company under these agreements totaled $ 0 , $ 0 and $ 0 , respectively. F-201 Ares Management Capital Markets LLC (“AMCM”), an affiliate of Ares Management, served as a co-manager and an underwriter in connection with the Company’s offerings of certain of the Unsecured Notes issued during the year ended December 31, 2025. Under the purchase agreements the Company entered into in connection with such issuances, AMCM received an aggregate of $ 0.7 of underwriting and advisory fees for the year ended December 31, 2025. The underwriting and advisory fees AMCM received were on terms equivalent to those of other underwriters. See Notes 3, 4 and 5 for descriptions of other related party transactions. F-202 14. FINANCIAL HIGHLIGHTS The following is a schedule of financial highlights as of and for the years ended December 31, 2025, 2024, 2023, 2022, 2021, 2020, 2019, 2018, 2017 and 2016: As of and For the Years Ended December 31, Per Share Data: 2025 2024 2023 2022 2021 Net asset value at beginning of period(1) $ 19.89 $ 19.24 $ 18.40 $ 18.96 $ 16.97 Issuances of common stock 0.11 0.12 0.01 0.10 0.11 Conversion of 2024 Convertible Notes — 0.01 — — — Repurchases of common stock — — — — — Net investment income for period(2) 2.02 2.30 2.27 2.19 1.66 Net realized and unrealized gains (losses) for period(2) ( 0.16 ) 0.14 0.48 ( 0.98 ) 1.84 Net increase in stockholders' equity resulting from operations 1.97 2.57 2.76 1.31 3.61 Total distributions to stockholders ( 1.92 ) ( 1.92 ) ( 1.92 ) ( 1.87 ) ( 1.62 ) Net asset value at end of period(1) $ 19.94 $ 19.89 $ 19.24 $ 18.40 $ 18.96 Per share market value at end of period $ 20.23 $ 21.89 $ 20.03 $ 18.47 $ 21.19 Total return based on market value(3) 1.12 % 19.80 % 19.94 % ( 3.83 ) % 36.18 % Total return based on net asset value(4) 10.27 % 13.83 % 15.65 % 7.13 % 21.97 % Shares outstanding at end of period 718 672 582 519 468 Ratio/Supplemental Data: Net assets at end of period $ 14,318 $ 13,355 $ 11,201 $ 9,555 $ 8,868 Ratio of operating expenses to average net assets(5)(6) 11.43 % 12.26 % 12.78 % 10.19 % 13.05 % Ratio of net investment income to average net assets(5)(7) 10.24 % 11.64 % 12.10 % 11.73 % 9.19 % Portfolio turnover rate(5) 41 % 39 % 26 % 37 % 60 % As of and For the Years Ended December 31, Per Share Data: 2020 2019 2018 2017 2016 Net asset value at beginning of period(1) $ 17.32 $ 17.12 $ 16.65 $ 16.45 $ 16.46 Issuances of common stock — 0.02 — ( 0.01 ) — Conversion of 2024 Convertible Notes — — — — — Repurchases of common stock 0.11 — — — — Net investment income for period(2) 1.87 1.90 1.63 1.20 1.57 Net realized and unrealized gains (losses) for period(2) ( 0.73 ) ( 0.04 ) 0.38 0.36 ( 0.06 ) Net increase in stockholders' equity resulting from operations 1.25 1.88 2.01 1.72 1.51 Total distributions to stockholders ( 1.60 ) ( 1.68 ) ( 1.54 ) ( 1.52 ) ( 1.52 ) Net asset value at end of period(1) $ 16.97 $ 17.32 $ 17.12 $ 16.65 $ 16.45 Per share market value at end of period $ 16.89 $ 18.65 $ 15.58 $ 15.72 $ 16.49 Total return based on market value(3) ( 0.86 ) % 30.49 % 8.91 % 4.55 % 26.39 % Total return based on net asset value(4) 5.20 % 12.14 % 12.10 % 10.53 % 9.15 % Shares outstanding at end of period 423 431 426 426 314 Ratio/Supplemental Data: Net assets at end of period $ 7,176 $ 7,467 $ 7,300 $ 7,098 $ 5,165 Ratio of operating expenses to average net assets(5)(6) 10.27 % 9.92 % 8.63 % 9.45 % 9.59 % Ratio of net investment income to average net assets(5)(7) 11.39 % 11.01 % 9.60 % 7.65 % 9.58 % Portfolio turnover rate(5) 40 % 38 % 54 % 51 % 39 % F-203 _________________________________________________________________________________ (1) The net assets used equals the total stockholders’ equity on the consolidated balance sheet. (2) Weighted average basic per share data. (3) For the year ended December 31, 2025, the total return based on market value equaled the decrease of the ending market value at December 31, 2025 of $ 20.23 per share from the ending market value at December 31, 2024 of $ 21.89 per share plus the declared and payable dividends of $ 1.92 per share for the year ended December 31, 2025, divided by the market value at December 31, 2024. For the year ended December 31, 2024, the total return based on market value equaled the increase of the ending market value at December 31, 2024 of $ 21.89 per share from the ending market value at December 31, 2023 of $ 20.03 per share plus the declared and payable dividends of $ 1.92 per share for the year ended December 31, 2024, divided by the market value at December 31, 2023. For the year ended December 31, 2023, the total return based on market value equaled the increase of the ending market value at December 31, 2023 of $ 20.03 per share from the ending market value at December 31, 2022 of $ 18.47 per share plus the declared and payable dividends of $ 1.92 per share for the year ended December 31, 2023, divided by the market value at December 31, 2022. For the year ended December 31, 2022, the total return based on market value equaled the decrease of the ending market value at December 31, 2022 of $ 18.47 per share from the ending market value at December 31, 2021 of $ 21.19 per share plus the declared and payable dividends of $ 1.87 per share for the year ended December 31, 2022, divided by the market value at December 31, 2021. For the year ended December 31, 2021, the total return based on market value equaled the increase of the ending market value at December 31, 2021 of $ 21.19 per share from the ending market value at December 31, 2020 of $ 16.89 per share plus the declared and payable dividends of $ 1.62 per share for the year ended December 31, 2021, divided by the market value at December 31, 2020. For the year ended December 31, 2020, the total return based on market value equaled the decrease of the ending market value at December 31, 2020 of $ 16.89 per share from the ending market value at December 31, 2019 of $ 18.65 per share plus the declared and payable dividends of $ 1.60 per share for the year ended December 31, 2020, divided by the market value at December 31, 2019. For the year ended December 31, 2019, the total return based on market value equaled the increase of the ending market value at December 31, 2019 of $ 18.65 per share from the ending market value at December 31, 2018 of $ 15.58 per share plus the declared and payable dividends of $ 1.68 per share for the year ended December 31, 2019, divided by the market value at December 31, 2018. For the year ended December 31, 2018, the total return based on market value equaled the decrease of the ending market value at December 31, 2018 of $ 15.58 per share from the ending market value at December 31, 2017 of $ 15.72 per share plus the declared and payable dividends of $ 1.54 per share for the year ended December 31, 2018, divided by the market value at December 31, 2017. For the year ended December 31, 2017, the total return based on market value equaled the decrease of the ending market value at December 31, 2017 of $ 15.72 per share from the ending market value at December 31, 2016 of $ 16.49 per share plus the declared and payable dividends of $ 1.52 per share for the year ended December 31, 2017, divided by the market value at December 31, 2016. For the year ended December 31, 2016, the total return based on market value equaled the increase of the ending market value at December 31, 2016 of $ 16.49 per share from the ending market value at December 31, 2015 of $ 14.25 per share plus the declared and payable dividends of $ 1.52 per share for the year ended December 31, 2016, divided by the market value at December 31, 2015. The Company’s performance changes over time and currently may be different than that shown. Past performance is no guarantee of future results. (4) For the year ended December 31, 2025, the total return based on net asset value equaled the change in net asset value during the period plus the declared and payable dividends of $ 1.92 per share for the year ended December 31, 2025, divided by the beginning net asset value for the period. For the year ended December 31, 2024, the total return based on net asset value equaled the change in net asset value during the period plus the declared and payable dividends of $ 1.92 per share for the year ended December 31, 2024, divided by the beginning net asset value for the period. For the year ended December 31, 2023, the total return based on net asset value equaled the change in net asset value during the period plus the declared and payable dividends of $ 1.92 per share for the year ended December 31, 2023, divided by the beginning net asset value for the period. For the year ended December 31, 2022, the total return based on net asset value equaled the change in net asset value during the period plus the declared and payable dividends of $ 1.87 per share for the year ended December 31, 2022, divided by the beginning net asset value for the period. For the year ended December 31, 2021, the total return based on net asset value equaled the change in net asset value during the period plus the declared and payable dividends of $ 1.62 per share for the year ended December 31, 2021, divided by the beginning net asset value for the period. For the year ended December 31, 2020, the total return based on net asset value equaled the change in net asset value during the period plus the declared and payable dividends of $ 1.60 per share for the year ended December 31, 2020, divided by the beginning net asset value for the period. For the year ended December 31, 2019, the total return based on net asset value equaled the change in net asset value during the period plus the declared and payable dividends of $ 1.68 per share for the year ended December 31, 2019, divided by F-204 the beginning net asset value for the period. For the year ended December 31, 2018, the total return based on net asset value equaled the change in net asset value during the period plus the declared and payable dividends of $ 1.54 per share for the year ended December 31, 2018, divided by the beginning net asset value for the period. For the year ended December 31, 2017, the total return based on net asset value equaled the change in net asset value during the period plus the declared and payable dividends of $ 1.52 per share for the year ended December 31, 2017, divided by the beginning net asset value for the period. These calculations are adjusted for shares issued in connection with the dividend reinvestment plan, the issuance of common stock in connection with any equity offerings and the equity components of any convertible notes issued during the period. For the year ended December 31, 2016, the total return based on net asset value equaled the change in net asset value during the period plus the declared and payable dividends of $ 1.52 per share for the year ended December 31, 2016, divided by the beginning net asset value for the period. The Company’s performance changes over time and currently may be different than that shown. Past performance is no guarantee of future results. (5) The ratios reflect an annualized amount. (6) For the years ended December 31, 2025, 2024, 2023, 2022, 2021, 2020, 2019, 2018, 2017 and 2016, the ratio of operating expenses to average net assets consisted of the following: For the Years Ended December 31, 2025 2024 2023 2022 2021 Base management fee 3.05 % 3.03 % 3.11 % 3.27 % 3.14 % Income based fee and capital gains incentive fee, net of the fee waiver 2.33 % 3.08 % 3.66 % 1.61 % 4.80 % Income based fee and capital gains incentive fee, excluding the fee waiver 2.33 % 3.08 % 3.66 % 1.61 % 4.80 % Interest and credit facility fees 5.69 % 5.79 % 5.60 % 4.89 % 4.61 % Other operating expenses 0.36 % 0.36 % 0.41 % 0.42 % 0.50 % For the Years Ended December 31, 2020 2019 2018 2017 2016 Base management fee 3.10 % 2.78 % 2.49 % 2.57 % 2.64 % Income based fee and capital gains incentive fee, net of the fee waiver 1.80 % 2.23 % 2.24 % 2.18 % 2.29 % Income based fee and capital gains incentive fee, excluding the fee waiver 1.80 % 2.64 % 2.79 % 2.32 % 2.29 % Interest and credit facility fees 4.54 % 3.94 % 3.33 % 3.37 % 3.58 % Other operating expenses 0.83 % 0.97 % 0.57 % 1.33 % 1.08 % (7) The ratio of net investment income to average net assets excludes income taxes related to realized gains and losses. 15. SEGMENT REPORTING The Company operates through a single operating and reporting segment with an investment objective to generate both current income and capital appreciation through debt and equity investments. The chief operating decision maker (“CODM”) is comprised of the Company’s chief executive officer, president, chief financial officer and chief operating officer and the CODM assesses the performance and makes operating decisions of the Company on a consolidated basis primarily based on the Company’s net increase in stockholders’ equity resulting from operations (“net income”). In addition to numerous other factors and metrics, the CODM utilizes net income as a key metric in determining the amount of dividends to be distributed to the Company’s stockholders. As the Company’s operations comprise of a single reporting segment, the segment assets are reflected on the accompanying consolidated balance sheet as “total assets” and the significant segment expenses are listed on the accompanying consolidated statement of operations. 16. SUBSEQUENT EVENTS The Company’s management has evaluated subsequent events through the date of issuance of the consolidated financial statements included herein. There have been no subsequent events that occurred during such period that would require F-205 disclosure in this Form 10-K or would be required to be recognized in the consolidated financial statements as of and for the year ended December 31, 2025, except as discussed below. In January 2026, the Company issued $ 750 in aggregate principal amount of unsecured notes, which bear interest at a rate of 5.250 % per annum and mature on April 12, 2031 (the “April 2031 Notes”). The April 2031 Notes pay interest semi-annually and all principal is due upon maturity. The April 2031 Notes may be redeemed in whole or in part at any time at the Company’s option at a redemption price equal to par plus a “make whole” premium, if applicable, as determined pursuant to the indenture governing the April 2031 Notes, and any accrued and unpaid interest. The April 2031 Notes were issued at a discount to the principal amount. In connection with the April 2031 Notes, the Company entered into an interest rate swap for a total notional amount of $ 750 that matures on April 12, 2031. Under the interest rate swap, the Company will receive a fixed interest rate of 5.250 % and pay a floating interest rate based on one-month SOFR plus 1.7217 %. In January 2026, the Company repaid in full the January 2026 Notes upon their maturity, which bore interest at a rate of 3.875 % per annum. In February 2026, the Company’s board of directors authorized an amendment to the Company’s existing stock repurchase program to extend the expiration date of the program from February 15, 2026 to February 15, 2027. Under the program, the Company may repurchase up to $ 1,000 in the aggregate of its outstanding common stock in the open market at a price per share that meets certain thresholds below its net asset value per share, in accordance with the guidelines specified in Rule 10b-18 of the Exchange Act. The timing, manner, price and amount of any share repurchases will be determined by the Company, in its discretion, based upon the evaluation of economic and market conditions, stock price, applicable legal and regulatory requirements and other factors. F-206 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ARES CAPITAL CORPORATION By: /s/ M. KORT SCHNABEL M. Kort Schnabel Chief Executive Officer Date: February 4, 2026 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By: /s/ M. KORT SCHNABEL M. Kort Schnabel Chief Executive Officer (principal executive officer) Date: February 4, 2026 By: /s/ SCOTT C. LEM Scott C. Lem Chief Financial Officer (principal financial officer) Date: February 4, 2026 By: /s/ PAUL CHO Paul Cho Chief Accounting Officer (principal accounting officer) Date: February 4, 2026 By: /s/ MICHAEL J AROUGHETI Michael J Arougheti Director Date: February 4, 2026 By: /s/ ANN TORRE BATES Ann Torre Bates Director Date: February 4, 2026 By: /s/ R. KIPP DEVEER R. Kipp deVeer Director Date: February 4, 2026 By: /s/ MITCHELL GOLDSTEIN Mitchell Goldstein Director Date: February 4, 2026 By: /s/ MARY BETH HENSON Mary Beth Henson Director Date: February 4, 2026 By: /s/ DANIEL KELLY, JR. Daniel Kelly, Jr. Director Date: February 4, 2026 By: /s/ STEVEN B. MCKEEVER Steven B. McKeever Director Date: February 4, 2026 By: /s/ MICHAEL PARKS Michael Parks Director Date: February 4, 2026 By: /s/ ERIC B. SIEGEL Eric B. Siegel Director Date: February 4, 2026 By: /s/ MICHAEL SMITH Michael Smith Director Date: February 4, 2026