10-Q – 2026-07-29 – arcc-20260630.htm

The SDLP Certificates pay a coupon equal to Secured Overnight Financing Rate (“SOFR”) plus 8.0% and also entitle the holders thereof to receive a portion of the excess cash flow from the loan portfolio, after expenses, which may result in a return to the holders of the SDLP Certificates that is greater than the stated coupon. The SDLP Certificates are junior in right of payment to the senior notes and intermediate funding notes.

The amortized cost and fair value of our SDLP Certificates and our yield on our investment in the SDLP Certificates at amortized cost and fair value as of June 30, 2026 and December 31, 2025 were as follows:

As of
June 30, 2026 December 31, 2025
(dollar amounts in millions) Amortized Cost Fair Value Amortized Cost Fair Value
Investment in the SDLP Certificates $ 1,140  $ 1,154  $ 1,103  $ 1,117 
Yield on the investment in the SDLP Certificates 13.2  % 13.0  % 13.2  % 13.0  %

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The interest income and capital structuring service fees and other income earned with respect to our investment in the SDLP Certificates for the three and six months ended June 30, 2026 and 2025 were as follows:

For the Three Months Ended June 30, For the Six Months Ended June 30,
(in millions) 2026 2025 2026 2026
Interest income
$ 38  $ 38  $ 74  $ 76 
Capital structuring service fees and other income
$ 3  $ 2  $ 5  $ 5 

From time to time, we may sell investments to, or purchase investments from, the SDLP. During the six months ended June 30, 2026, we sold approximately $361 million of investments to the SDLP and recognized approximately $0 million of net realized losses from these sales. During the six months ended June 30, 2026, we purchased $68 million of investments from the SDLP. There were no such sales or purchases during the comparable period in 2025.

As of June 30, 2026 and December 31, 2025, the SDLP portfolio was comprised of first lien senior secured loans to primarily U.S. middle-market companies in industries similar to the companies in our portfolio. As of June 30, 2026, one of the loans in the SDLP portfolio was on non-accrual status. As of December 31, 2025, none of the loans in the SDLP portfolio were on non-accrual status. Below is a summary of the SDLP portfolio as of June 30, 2026 and December 31, 2025:

  As of
(dollar amounts in millions) June 30, 2026 December 31, 2025
Total first lien senior secured loans(1)(2) $ 4,470  $ 4,297 
Weighted average yield on first lien senior secured loans(3) 8.2  % 8.5  %
Largest loan to a single borrower(1) $ 372  $ 413 
Total of five largest loans to borrowers(1) $ 1,634  $ 1,719 
Number of borrowers in the SDLP 72  39 
Commitments to fund delayed draw loans(4) $ 260  $ 259 

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(1) At principal amount.

(2) First lien senior secured loans include certain loans that the SDLP classifies as “unitranche” loans. As of June 30, 2026 and December 31, 2025, the total principal amount of loans in the SDLP portfolio that the SDLP classified as “unitranche” loans was $2,975 million and $2,844 million, respectively.

(3)   Computed as (a) the annual stated interest rate on accruing first lien senior secured loans, divided by (b) total first lien senior secured loans at principal amount.

(4) These commitments to fund delayed draw loans have been approved by the investment committee of the SDLP and will be funded if and when conditions to funding such delayed draw loans are met.

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Selected financial information of the SDLP, in conformity with GAAP, as of June 30, 2026 and December 31, 2025 and for the three and six months ended June 30, 2026 and 2025 is presented below:

As of
(in millions) June 30, 2026 December 31, 2025
Selected Balance Sheet Information:
Investments at fair value (amortized cost of $4,466 and $4,305, respectively) $ 4,309  $ 4,159 
Other assets 286  128 
Total assets $ 4,595  $ 4,287 

Senior notes $ 3,270  $ 3,024 
Intermediate funding notes 108  113 
Other liabilities 141  98 
Total liabilities 3,519  3,235 
Subordinated certificates and members’ capital 1,076  1,052 
Total liabilities and members’ capital $ 4,595  $ 4,287 

For the Three Months Ended June 30, For the Six Months Ended June 30,
(in millions) 2026 2025 2026 2025
Selected Statement of Operations Information:
Total investment income $ 90  $ 105  $ 182  $ 212 
Interest expense 46  60  93  120 
Other expenses 4  4  7  8 
Total expenses 50  64  100  128 
Net investment income 40  41  82  84 
Net realized and unrealized gains (losses) on investments 2  (9) (11) (37)
Net increase in members’ capital resulting from operations $ 42  $ 32  $ 71  $ 47 

Additional supplemental financial information for the SDLP is set forth in Exhibit 99.1 to this Form 10-Q.

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RESULTS OF OPERATIONS

For the three and six months ended June 30, 2026 and 2025

Operating results for the three and six months ended June 30, 2026 and 2025 were as follows:

  For the Three Months Ended June 30, For the Six Months Ended June 30,
(in millions) 2026 2025 2026 2025
Total investment income $ 768  $ 745  $ 1,531  $ 1,477 
Total expenses 401  395  760  755 
Net investment income before income taxes 367  350  771  722 
Income tax expense, including excise taxes 8  8  14  15 
Net investment income 359  342  757  707 
Net realized gains (losses) (5) 34  101  (27)
Net unrealized losses (183) (15) (595) (78)

Net increase in stockholders’ equity resulting from operations $ 171  $ 361  $ 263  $ 602 

Net income can vary substantially from period to period due to various factors, including acquisitions, the level of new investment commitments, the level of base interest rates and the recognition of realized gains and losses and unrealized appreciation and depreciation. As a result, comparisons of net increase in stockholders’ equity resulting from operations may not be meaningful.

Investment Income

  For the Three Months Ended June 30, For the Six Months Ended June 30,
(in millions) 2026 2025 2026 2025
Interest income from investments $ 557  $ 533  $ 1,107  $ 1,059 
Capital structuring service fees 40  34  79  80 
Dividend income 152  158  308  301 
Other income 19  20  37  37 
Total investment income $ 768  $ 745  $ 1,531  $ 1,477 

Interest income from investments for the three and six months ended June 30, 2026 increased from the comparable periods in 2025 primarily due to the increase in the average size of our portfolio, which was partially offset by lower yields. The average size and weighted average yield of our portfolio at amortized cost for the three and six months ended June 30, 2026 and 2025 were as follows:

  For the Three Months Ended June 30, For the Six Months Ended June 30,
(dollar amounts in millions) 2026 2025 2026 2025
Average size of portfolio(1) $ 29,662  $ 27,180  $ 29,556  $ 26,878 
Weighted average yield on portfolio 9.5  % 10.1  % 9.5  % 10.1  %

_______________________________________________________________________________

(1)    Includes non-interest earning investments.

Capital structuring service fees for the three months ended June 30, 2026 increased from the comparable period in 2025 primarily due to an increase in the weighted average capital structuring fee percentage. This increase was partially offset
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by a decrease in new investment commitments. The new investment commitments and weighted average capital structuring service fee percentages for the three and six months ended June 30, 2026 and 2025 were as follows:

  For the Three Months Ended June 30, For the Six Months Ended June 30,
(dollar amounts in millions) 2026 2025 2026 2025
New investment commitments(1) $ 1,952  $ 2,257  $ 4,342  $ 5,344 
Weighted average capital structuring service fee percentage(1) 2.1  % 1.5  % 1.8  % 1.5  %

_______________________________________________________________________________

(1) Excludes $86 million and $161 million of new investment commitments originated during the three months ended June 30, 2026 and 2025, respectively, and syndicated to third-party lenders during the same periods, respectively, and $565 million and $526 million during the six months ended June 30, 2026 and 2025, respectively. Excludes $554 million and $155 million of investments funded to IHAM for the three months ended June 30, 2026 and 2025, respectively, and $932 million and $155 million for the six months ended June 30, 2026 and 2025, respectively.

Dividend income for the three and six months ended June 30, 2026 and 2025 were as follows:

  For the Three Months Ended June 30, For the Six Months Ended June 30,
(in millions) 2026 2025 2026 2025
Dividend income received from IHAM(1) $ 76  $ 73  $ 154  $ 146 
Recurring dividend income 66  75  133  144 
Non-recurring dividend income 10  10  21  11 
Total dividend income $ 152  $ 158  $ 308  $ 301 

_______________________________________________________________________________
                        
(1) Dividend income received from IHAM for the six months ended June 30, 2026 includes a non-recurring special dividend of $3 million.

Recurring dividend income for the three and six months ended June 30, 2026 decreased from the comparable periods in 2025 primarily due to a decrease in yielding preferred equity investments.
    
Operating Expenses

  For the Three Months Ended June 30, For the Six Months Ended June 30,
(in millions) 2026 2025 2026 2025
Interest and credit facility fees $ 214  $ 188  $ 427  $ 374 
Base management fee 110  104  221  206 
Income based fee 84  86  168  171 
Capital gains incentive fee(1) (21) 4  (82) (21)
Administrative and other fees 4  4  8  8 
Other general and administrative 10  9  18  17 
Total expenses $ 401  $ 395  $ 760  $ 755 

_______________________________________________________________________________
                        
(1) Accrued in accordance with GAAP as discussed below. As of June 30, 2026 and December 31, 2025, there was no capital gains incentive fee actually payable under our investment advisory and management agreement.

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Interest and credit facility fees for the three and six months ended June 30, 2026 and 2025 were comprised of the following:

  For the Three Months Ended June 30, For the Six Months Ended June 30,
(in millions) 2026 2025 2026 2025
Stated interest expense(1) $ 198  $ 173  $ 394  $ 347 
Credit facility fees 6  8  13  13 
Amortization of debt issuance costs 9  9  17  18 
Net amortization of discount/premium on notes payable 1  (1) 3  (2)
Net gain on interest rate swaps accounted for as hedge instruments and the related hedged items —  (1) —  (2)
Total interest and credit facility fees $ 214  $ 188  $ 427  $ 374 

________________________________________

(1) Includes the impact of the interest rate swaps.

Stated interest expense for the three and six months ended June 30, 2026 increased from the comparable periods in 2025 primarily due to the increase in the average principal amount of our outstanding debt. Average outstanding debt and weighted average stated interest rate on our outstanding debt for the three and six months ended June 30, 2026 and 2025 were as follows:

  For the Three Months Ended June 30, For the Six Months Ended June 30,
(dollar amounts in millions) 2026 2025 2026 2025
Average outstanding debt $ 16,111  $ 14,067  $ 16,179  $ 14,120 
Weighted average stated interest rate on outstanding debt(1) 4.9  % 4.9  % 4.9  % 4.9  %
________________________________________

(1) The weighted average stated interest rate on our outstanding debt includes the impact of interest rate swaps. See Note 6 to our consolidated financial statements for the three and six months ended June 30, 2026 for more information on the interest rate swaps.

The base management fee for the three and six months ended June 30, 2026 increased from the comparable periods in 2025 primarily due to the increase in the average size of our portfolio.

The income based fee for the three and six months ended June 30, 2026 decreased from the comparable periods in 2025 primarily due to the pre-incentive fee net investment income, as defined in the investment advisory and management agreement, for the three and six months ended June 30, 2026 being lower than in the comparable periods in 2025.

For the three months ended June 30, 2026, the reduction in the capital gains incentive fee accrued in accordance with GAAP was $21 million. For the three months ended June 30, 2025, the capital gains incentive fee calculated in accordance with GAAP was $4 million. For the six months ended June 30, 2026 and 2025, the reduction in the capital gains incentive fee accrued in accordance with GAAP was $82 million and $21 million, respectively. The capital gains incentive fee accrual for the six months ended June 30, 2026 changed from the comparable period in 2025 primarily due to net losses on investments, foreign currency and other transactions of $494 million compared to net losses of $105 million for the comparable period in 2025. The capital gains incentive fee accrued under GAAP includes an accrual related to unrealized capital appreciation, whereas the capital gains incentive fee actually payable under our investment advisory and management agreement does not. There can be no assurance that such unrealized capital appreciation will be realized in the future. The accrual for any capital gains incentive fee under GAAP in a given period may result in an additional expense if such cumulative amount is greater than in the prior period or a reduction of previously recorded expense if such cumulative amount is less than in the prior period. If such cumulative amount is negative, then there is no accrual. As of June 30, 2026, there was no capital gains incentive fee accrued in accordance with GAAP or capital gains incentive fee actually payable under our investment advisory and management agreement. See Note 3 to our consolidated financial statements for the three and six months ended June 30, 2026 for more information on the base management fee, income based fee and capital gains incentive fee.
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Cash payment of any income based fee and capital gains incentive fee otherwise earned by our investment adviser is deferred if during the most recent four full calendar quarter period ending on or prior to the date such payment is to be made the sum of (a) the aggregate distributions to our stockholders and (b) the change in net assets (defined as total assets less indebtedness and before taking into account any income based fee and capital gains incentive fee payable during the period) is less than 7.0% of our net assets (defined as total assets less indebtedness) at the beginning of such period. These calculations will be adjusted for any share issuances or repurchases. Any income based fee and capital gains incentive fee deferred for payment are carried over for payment in subsequent calculation periods to the extent such fees are payable under the terms of the investment advisory and management agreement. Pursuant to these terms, payment of the $84 million income based fee earned by our investment adviser for the second quarter of 2026 has been deferred. See Note 3 to our consolidated financial statements for the three and six months ended June 30, 2026 for more information on the related deferral terms.

Administrative and other fees represent fees paid to Ares Operations and our investment adviser for our allocable portion of overhead and other expenses incurred by Ares Operations and our investment adviser in performing their obligations under the administration agreement and the investment advisory and management agreement, respectively, including our allocable portion of the compensation, rent and other expenses of certain of our officers and their respective staffs. See Note 3 to our consolidated financial statements for the three and six months ended June 30, 2026 for more information on the administrative and other fees.

Other general and administrative expenses include, among other costs, professional fees, insurance, fees and expenses related to evaluating and making investments in portfolio companies and independent directors’ fees.

Income Tax Expense, Including Excise Taxes

We have elected to be treated as a RIC under the Code and operate in a manner so as to qualify for the tax treatment applicable to RICs. To qualify as a RIC, we must, among other requirements, meet certain source-of-income and asset diversification requirements and timely distribute to our stockholders at least 90% of our investment company taxable income, as defined by the Code, for each year. We have made and intend to continue to make the requisite distributions to our stockholders which will generally relieve us from U.S. federal corporate-level income taxes.
 
Depending on the level of taxable income earned in a tax year, we may choose to carry forward such taxable income in excess of current year dividend distributions from such current year taxable income into the next tax year and pay a 4% excise tax on such income, as required. To the extent that we determine that our estimated current year taxable income will be in excess of estimated dividend distributions for the current year from such income, we accrue excise tax, if any, on estimated excess taxable income as such taxable income is earned. For the three and six months ended June 30, 2026, we recorded a net expense of $7 million and approximately $14 million, respectively, for U.S. federal excise taxes. For the three and six months ended June 30, 2025, we recorded a net expense of $7 million and $14 million, respectively, for U.S. federal excise taxes.

Certain of our consolidated subsidiaries are subject to U.S. federal and state income taxes. For the three and six months ended June 30, 2026, we recorded a net tax expense (benefit) of approximately $1 million and $0 million, respectively, for such subsidiaries. For the three and six months ended June 30, 2025, we recorded a net tax expense of $46 million and $46 million, respectively, for these subsidiaries. The income tax expense for our taxable consolidated subsidiaries will vary depending on the level of realized gains from the exits of investments held by such taxable subsidiaries during the respective periods.

Net Realized Gains/Losses

The net realized gains (losses) from the sales, repayments or exits of investments during the three and six months ended June 30, 2026 and 2025 were comprised of the following:

For the Three Months Ended June 30, For the Six Months Ended June 30,
(in millions) 2026 2025 2026 2025
Sales, repayments or exits of investments(1)(2) $ 3,026  $ 2,196  $ 6,205  $ 4,586 
Net realized gains (losses) on investments:
Gross realized gains $ 67  $ 229  $ 187  $ 275 
Gross realized losses (74) (112) (80) (250)
Total net realized gains (losses) on investments $ (7) $ 117  $ 107  $ 25 

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(1) Includes $1,087 million and $2,128 million of loans sold to IHAM or certain IHAM Vehicles during the three and six months ended June 30, 2026, respectively. Includes $577 million and $1,371 million of loans sold to IHAM or certain IHAM Vehicles during the three and six months ended June 30, 2025, respectively. Net realized loss of approximately $1 million and net realized gains of approximately $2 million were recorded on these transactions with IHAM during the three and six months ended June 30, 2026, respectively. Net realized gains of approximately $0 million and approximately $0 million were recorded on these transactions with IHAM during the three and six months ended June 30, 2025, respectively. See Note 4 to our consolidated financial statements for the three and six months ended June 30, 2026 for more information on IHAM and the IHAM Vehicles.

(2) Includes $361 million and $361 million of loans sold to the SDLP during the three and six months ended June 30, 2026, respectively. Net realized losses of approximately $0 million and $0 million were recorded on these transactions with the SDLP during the three and six months ended June 30, 2026. There were no such sales or purchases in the comparable periods in 2025. See Note 4 to our consolidated financial statements for the three and six months ended June 30, 2026 for more information on the SDLP.

The net realized losses on investments during the three months ended June 30, 2026 consisted of the following:

(in millions)
Portfolio Company Net Realized Gains (Losses)
Global Medical Response, Inc. and GMR Buyer Corp. $ 43 
Eagle Football Holdings BidCo Limited and Eagle Football Holdings Limited (70)

Other, net 20 
Total $ (7)

During the three months ended June 30, 2026, we also recognized net realized gains on foreign currency and other transactions of $2 million.

The net realized gains on investments during the three months ended June 30, 2025 consisted of the following:

(in millions)
Portfolio Company Net Realized Gains (Losses)
SageSure Holdings, LLC $ 68 
Redwood Services, LLC 64 
Accommodations Plus Technologies LLC and Accommodations Plus Technologies Holdings LLC 38 
FS Squared Holding Corp. and FS Squared, LLC 19 
Project Alpha Intermediate Holding, Inc. and Qlik Parent, Inc. 16 
Senior Direct Lending Program, LLC (112)
Other, net 24 
Total $ 117 

During the three months ended June 30, 2025, we also recognized net realized losses on foreign currency and other transactions of $39 million.

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The net realized gains on investments during the six months ended June 30, 2026 consisted of the following:

(in millions)
Portfolio Company Net Realized Gains (Losses)
Global Medical Response, Inc. and GMR Buyer Corp. $ 45 
Storm Investment S.a.r.l. and Atletico Holdco, S.L. 42 
GHX Ultimate Parent Corporation, Commerce Parent, Inc. and Commerce Topco, LLC 17 
Raptor Technologies, LLC, Sycamore Bidco LTD and Rocket Parent, LLC 16 
Eagle Football Holdings BidCo Limited and Eagle Football Holdings Limited (70)
Other, net 57 
Total $ 107 

During the six months ended June 30, 2026, we also recognized net realized losses on foreign currency and other transactions of $6 million.

The net realized gains on investments during the six months ended June 30, 2025 consisted of the following:

(in millions)
Portfolio Company Net Realized Gains (Losses)

SageSure Holdings, LLC $ 68 
Redwood Services, LLC 64 
Accommodations Plus Technologies LLC and Accommodations Plus Technologies Holdings LLC 38 
FS Squared Holding Corp. and FS Squared, LLC 19 
Project Alpha Intermediate Holding, Inc. and Qlik Parent, Inc. 15 
Aimbridge Acquisition Co., Inc. (19)
H-Food Holdings, LLC (20)
SVP-Singer Holdings Inc. (22)
Vobev, LLC and Vobev Holdings, LLC (63)
Senior Direct Lending Program, LLC (112)
Other, net 57 
Total $ 25 

During the six months ended June 30, 2025, we also recognized net realized losses on foreign currency and other transactions of $8 million.

Net Unrealized Gains/Losses

We value our portfolio investments at least quarterly and the changes in value are recorded as unrealized gains or losses in our consolidated statements of operations. Net unrealized gains and losses on investments, including the net change in deferred tax liabilities, for the three and six months ended June 30, 2026 and 2025, were comprised of the following:

  For the Three Months Ended June 30, For the Six Months Ended June 30,
(in millions) 2026 2025 2026 2025
Unrealized appreciation $ 265  $ 316  $ 331  $ 418 
Unrealized depreciation (408) (273) (858) (444)
Net unrealized (appreciation) depreciation reversed related to net realized gains or losses(1) (48) (48) (106) 2 
Total net unrealized losses on investments $ (191) $ (5) $ (633) $ (24)

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(1) The net unrealized (appreciation) depreciation reversed related to net realized gains or losses represents the unrealized appreciation or depreciation recorded on the related asset at the end of the prior periods.

The changes in net unrealized appreciation and depreciation on investments during the three months ended June 30, 2026 consisted of the following:

(in millions)
Portfolio Company Net Unrealized Appreciation (Depreciation)
Arxis, Inc. (fka Qnnect, LLC and Connector TopCo, LP) $ 35 
SageSure Holdings, LLC 17 
Apex Clean Energy TopCo, LLC (15)
ADG, LLC (16)
Essential Services Holding Corporation and OMERS Mahomes Investment Holdings LLC (20)
Denali Intermediate Holdings, Inc. (20)
Symplr Software Inc. (23)
Cornerstone OnDemand, Inc. (43)
Other, net (58)
Total $ (143)

During the three months ended June 30, 2026, we also recognized net unrealized gains on foreign currency and other transactions of $8 million.

The changes in net unrealized appreciation and depreciation on investments during the three months ended June 30, 2025 consisted of the following:

(in millions)
Portfolio Company Net Unrealized Appreciation (Depreciation)
Neptune Bidco US Inc. $ 37 
Cornerstone OnDemand, Inc. and Sunshine Software Holdings, Inc. 19 
Global Medical Response, Inc. 18 
Production Resource Group, L.L.C. and PRG III, LLC (15)
Sunrun Atlas Depositor 2019-2, LLC and Sunrun Atlas Holdings 2019-2, LLC (17)
Sunrun Luna Holdco 2021, LLC (21)

Other, net 22 
Total $ 43 

During the three months ended June 30, 2025, we also recognized net unrealized losses on foreign currency and other transactions of $10 million.

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The changes in net unrealized appreciation and depreciation on investments during the six months ended June 30, 2026 consisted of the following:

(in millions)
Portfolio Company Net Unrealized Appreciation (Depreciation)
Arxis, Inc. (fka Qnnect, LLC and Connector TopCo, LP) $ 39 
FEH Group, LLC. 35 
SageSure Holdings, LLC 26 
South Florida Motorsports, LLC 15 
Plaskolite PPC Intermediate II LLC and Plaskolite PPC Blocker LLC (15)
Huskies Parent, Inc., GI Insurity Parent LLC and GI Insurity TopCo LP (15)
Denali Intermediate Holdings, Inc. (15)
Team Acquisition Corporation (15)
Adonis Bidco Inc. (17)
Cardinal Parent, Inc. and Packers Software Intermediate Holdings, Inc. (18)
Pluralsight, LLC (18)
Digicert, Inc., Dcert Buyer, Inc., DCert Preferred Holdings, Inc. and Destiny Digital Holdings, L.P. (20)
Essential Services Holding Corporation and OMERS Mahomes Investment Holdings LLC (22)
BVI Medical, Inc. and BVI Group Limited (22)
ADG, LLC (31)
Symplr Software Inc. (81)
Cornerstone OnDemand, Inc. (106)
Other, net (247)
Total $ (527)

During the six months ended June 30, 2026, we also recognized net unrealized gains on foreign currency and other transactions of $38 million.

The changes in net unrealized appreciation and depreciation on investments during the six months ended June 30, 2025 consisted of the following:

(in millions)
Portfolio Company Net Unrealized Appreciation (Depreciation)
Potomac Intermediate Holdings II LLC $ 62 
Neptune Bidco US Inc. 20 
Global Medical Response, Inc. 18 
Cornerstone OnDemand, Inc. and Sunshine Software Holdings, Inc. 16 
Sunrun Atlas Depositor 2019-2, LLC and Sunrun Atlas Holdings 2019-2, LLC (18)
Production Resource Group, L.L.C. and PRG III, LLC (21)
Sunrun Luna Holdco 2021, LLC (21)
Implus Footcare, LLC (23)
VPROP Operating, LLC and V SandCo, LLC (30)
Other, net (29)
Total $ (26)

During the six months ended June 30, 2025, we also recognized net unrealized losses on foreign currency and other transactions of $54 million.

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FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

Our liquidity and capital resources are generated primarily from the net proceeds of public offerings of equity and debt securities, advances from our credit facilities (the Revolving Credit Facility, the Revolving Funding Facility, the SMBC Funding Facility and the BNP Funding Facility (each as defined below, and together, the “Credit Facilities”)) and our commercial paper program, net proceeds from the issuance of other securities, including unsecured notes and debt securitizations, as well as cash flows from operations.

In accordance with the Investment Company Act, we are allowed to borrow amounts such that our asset coverage, calculated pursuant to the Investment Company Act, is at least 150% after such borrowings (i.e., we are able to borrow up to two dollars for every dollar we have in assets less all liabilities and indebtedness not represented by senior securities issued by us). As of June 30, 2026, we had $383 million in cash and cash equivalents and $15.9 billion in total aggregate principal amount of outstanding debt ($15.8 billion at carrying value) and our asset coverage was 186%. Subject to borrowing base and other restrictions, we had approximately $6.7 billion available for additional borrowings under the Credit Facilities as of June 30, 2026.
 
We may from time to time seek to retire or repurchase our common stock through cash purchases, as well as retire, cancel or purchase our outstanding debt through cash purchases and/or exchanges, in open market purchases, privately negotiated transactions or otherwise. The amounts involved may be material. In addition, we may from time to time enter into additional credit facilities, increase the size of existing facilities or issue additional debt securities, including secured debt, unsecured debt and/or debt securities convertible into common stock. Any such purchases or exchanges of common stock or outstanding debt, or incurrence or issuance of additional debt would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors.

Equity Capital Activities

As of June 30, 2026, our total equity market capitalization was $13.3 billion.
    
We may from time to time issue and sell shares of our common stock through public or “at the market” offerings. During the six months ended June 30, 2026, we did not issue or sell any shares of our common stock.

“At the Market” Offerings

We are a party to equity distribution agreements with several banks (the “Equity Distribution Agreements”). The Equity Distribution Agreements provide that we may from time to time issue and sell, by means of “at the market” offerings, up to $1.5 billion of our 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 defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”). Under the currently effective Equity Distribution Agreements, common stock with an aggregate offering amount of $1.5 billion remained available for issuance as of June 30, 2026.

Dividend Reinvestment Plan

See Note 11 to our consolidated financial statements for the three and six months ended June 30, 2026 for information regarding shares of common stock issued or purchased in accordance with our dividend reinvestment plan.

Stock Repurchase Program

We are authorized under our stock repurchase program to purchase up to $1.0 billion in the aggregate of our outstanding common stock in the open market at certain thresholds below our 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 “Exchange Act”). The timing, manner, price and amount of any share repurchases will be determined by us, in our 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 us to repurchase any specific number of shares of common stock or any shares of common stock at all. Consequently, we cannot assure stockholders that any specific number of shares of common stock, if any, will be repurchased under the stock repurchase program. As of June 30, 2026, the expiration date of the stock repurchase program was February 15, 2027. The program may be suspended, extended, modified or discontinued at any time. As of June 30, 2026, there was $1.0 billion available for additional repurchases under the program.
 
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During the six months ended June 30, 2026, we did not repurchase any shares of our common stock in the open market under the stock repurchase program.

Price Range of Common Stock

The following table sets forth, for the second quarter of the year ending December 31, 2026 and each fiscal quarter for the fiscal years ended December 31, 2025 and 2024, the net asset value per share of our common stock, the range of high and low closing sales prices of our common stock, the closing sales price as a premium (discount) to net asset value and the dividends or distributions declared by us. On July 23, 2026, the last reported closing sales price of our common stock on the NASDAQ Global Select Market was $$18.61 per share, which represented a discount of approximately 3.82% to the net asset value per share reported by us as of June 30, 2026.

Net
Asset
Price Range
High
Sales Price
Premium
(Discount)
to Net Asset
Low
Sales Price
Premium
(Discount)
to Net Asset
Cash
Dividend
Per

Value(1)
High
Low
Value(2)
Value(2)
Share(3)

Year ending December 31, 2026
First Quarter
$ 19.59  $ 20.99  $ 17.45  7.15  % (10.92) % $ 0.48 
Second Quarter
$ 19.35  $ 19.35  $ 17.73  —  % (8.37) % $ 0.48 
Year ended December 31, 2025
First Quarter
$ 19.82  $ 23.81  $ 21.28  20.13  % 7.37  % $ 0.48 
Second Quarter
$ 19.90  $ 22.43  $ 18.91  12.71  % (4.97) % $ 0.48 
Third Quarter
$ 20.01  $ 23.25  $ 20.41  16.19  % 2.00  % $ 0.48 
Fourth Quarter
$ 19.94  $ 21.03  $ 18.90  5.47  % (5.22) % $ 0.48 
Year ended December 31, 2024
First Quarter
$ 19.53  $ 20.82  $ 19.94  6.61  % 2.10  % $ 0.48 
Second Quarter
$ 19.61  $ 21.58  $ 20.24  10.05  % 3.21  % $ 0.48 
Third Quarter
$ 19.77  $ 21.28  $ 19.80  7.64  % 0.15  % $ 0.48 
Fourth Quarter
$ 19.89  $ 22.27  $ 20.74  11.97  % 4.27  % $ 0.48 

_______________________________________________________________________________

(1) Net asset value per share is determined as of the last day in the relevant quarter and therefore may not reflect the net asset value per share on the date of the high and low closing sales prices. The net asset values shown are based on outstanding shares at the end of the relevant quarter.

(2) Calculated as the respective high or low closing sales price less net asset value, divided by net asset value (in each case, as of the applicable quarter).

(3) Represents the dividend or distribution declared in the relevant quarter.

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Debt Capital Activities

Our debt obligations consisted of the following as of June 30, 2026 and December 31, 2025:

  As of  
  June 30, 2026 December 31, 2025  
(in millions) Total
Aggregate
Principal
Amount
Available/
Outstanding(1)   Principal Amount Outstanding Carrying
Value   Total
Aggregate
Principal
Amount
Available/
Outstanding(1)   Principal Amount Outstanding Carrying
Value  
Revolving Credit Facility $ 5,481  (2) $ 1,566  $ 1,563  $ 5,493  (2) $ 2,028  $ 2,031 
Revolving Funding Facility 2,250  1,086  1,086  2,250  1,234  1,234 
SMBC Funding Facility 1,600  (3) 728  728  1,100  (3) 563  563 
BNP Funding Facility 1,465  674  674  1,265  717  717 
April 2036 CLO Notes(4) 476  476  474  (5) 476  476  473  (5)
October 2036 CLO Secured Loans(4) 544  544  541  (5) 544  544  541  (5)
January 2038 CLO Notes (4) 700  700  697  (5) 700  700  697  (5)
January 2026 Notes —  —  —  1,150  1,150  1,150  (5)
July 2026 Notes 1,000  1,000  1,000  (5) 1,000  1,000  999  (5)
January 2027 Notes 900  900  894  (5)(6) 900  900  900  (5)(6)
June 2027 Notes 500  500  499  (5) 500  500  498  (5)
June 2028 Notes 1,250  1,250  1,249  (5) 1,250  1,250  1,248  (5)
March 2029 Notes 1,000  1,000  982  (5)(6) 1,000  1,000  999  (5)(6)
July 2029 Notes 850  850  844  (5)(6) 850  850  861  (5)(6)
January 2030 Notes 800  800  784  (5)(6) —  —  — 
September 2030 Notes 750  750  730  (5)(6) 750  750  743  (5)(6)
January 2031 Notes 650  650  623  (5)(6) 650  650  634  (5)(6)
April 2031 Notes 750  750  721  (5)(6) —  —  — 
November 2031 Notes 700  700  694  (5) 700  700  693  (5)
March 2032 Notes 1,000  1,000  990  (5)(6) 1,000  1,000  1,010  (5)(6)
Total $ 22,666  $ 15,924  $ 15,773  $ 21,578  $ 16,012  $ 15,991 

________________________________________

(1) Represents the total aggregate amount committed or outstanding, as applicable, under such instrument. Borrowings under the Credit Facilities are subject to borrowing base and other restrictions.

(2) Provides for an “accordion” feature that allows us, under certain circumstances, to increase the size of the Revolving Credit Facility to a maximum of approximately $8.2 billion and $7.9 billion as of June 30, 2026 and December 31, 2025, respectively.

(3) Provides for an “accordion” feature that allows ACJB (as defined below), under certain circumstances, to increase the size of the SMBC Funding Facility to a maximum of $2.5 billion and $1.3 billion as of June 30, 2026 and December 31, 2025, respectively.

(4) Excludes the April 2036 CLO Subordinated Notes, the October 2036 CLO Subordinated Notes and the January 2038 CLO Subordinated Notes (each as defined below), which were retained by us and, as such, eliminated in consolidation.

236

(5) Represents the aggregate principal amount outstanding, less unamortized debt issuance costs and the net unaccreted/amortized discount or premium recorded upon issuance. In January 2026, we repaid in full the January 2026 Notes (as defined below) upon their maturity. See “Recent Developments,” as well as Note 15 to our consolidated financial statements for the three and six months ended June 30, 2026 for a subsequent event relating to the July 2026 Notes.

(6) The carrying value of the January 2027 Notes, the March 2029 Notes, the July 2029 Notes, the January 2030 Notes, the September 2030 Notes, the January 2031 Notes, the April 2031 Notes and the March 2032 Notes (each as defined below) includes adjustments as a result of effective hedge accounting relationships, as applicable. See Note 6 to our consolidated financial statements for the three and six months ended June 30, 2026 for more information on the interest rate swaps related to these unsecured notes issuances.

 The weighted average stated interest rate and weighted average maturity, both on aggregate principal amount outstanding, of all our outstanding debt as of June 30, 2026 were 4.8% and 4.1 years, respectively, and as of December 31, 2025 were 4.9% and 4.2 years, respectively. The weighted average stated interest rate of all our outstanding debt as of June 30, 2026 and December 31, 2025 includes the impact of interest rate swaps. See Note 6 to our consolidated financial statements for the three and six months ended June 30, 2026 for more information on the interest rate swaps.
 
The ratio of total principal amount of outstanding debt to stockholders’ equity as of June 30, 2026 was 1.15:1.00 compared to 1.12:1.00 as of December 31, 2025.
 
Revolving Credit Facility
 
We are party to a senior secured revolving credit facility (as amended and restated, the “Revolving Credit Facility”), that allows us to borrow up to approximately $5.5 billion at any one time outstanding. The Revolving Credit Facility consists of an approximately $4.3 billion revolving tranche and an approximately $1.2 billion term loan tranche. As of June 30, 2026, the end of the revolving periods and the stated maturity dates of the various revolving and term loan tranches of the Revolving Credit Facility were as follows:

(in millions) Total Aggregate Principal Amount Committed End of Revolving Period Maturity Date
Revolving tranche $ 4,151  May 21, 2030 May 21, 2031
131 April 15, 2029 April 15, 2030
37 April 12, 2028 April 12, 2029
4,319 
Term loan tranche 1,039  May 21, 2031
70 April 15, 2030
13 April 12, 2029
40 April 19, 2028
1,162 
$ 5,481 

The Revolving Credit Facility also provides for an “accordion” feature that allows us, under certain circumstances, to increase the overall size of the Revolving Credit Facility to a maximum of approximately $8.2 billion.

Subject to certain exceptions, the interest rate charged on the Revolving Credit Facility is based on SOFR (or an alternate rate of interest for certain loans, commitments and/or other extensions of credit denominated in certain approved foreign currencies plus a spread adjustment, if applicable) plus an applicable spread of either 1.525%, 1.650%, 1.775% or an “alternate base rate” (as defined in the documents governing the Revolving Credit Facility) plus an applicable spread of either 0.525%, 0.650% or 0.775%, in each case, determined monthly based on the total amount of the borrowing base relative to the sum of (i) the greater of (a) the aggregate amount of revolving credit exposure and term loans outstanding under the Revolving Credit Facility and (b) 85% of the total commitments of the Revolving Credit Facility (or, if higher, the total revolving credit exposure) plus (ii) other debt, if any, secured by the same collateral as the Revolving Credit Facility. As of June 30, 2026, the applicable weighted average spread in effect was 1.53%. Subject to certain exceptions, we are required to pay a commitment fee of 0.325% per annum on any unused portion of the Revolving Credit Facility. We are also required to pay letter of credit fees of 1.775%, 1.900% or 2.025% per annum on letters of credit issued, determined monthly based on the total amount of the borrowing base relative to the total commitments of the Revolving Credit Facility and other debt, if any, secured by the same
237

collateral as the Revolving Credit Facility. As of June 30, 2026, there was $1.6 billion outstanding under the Revolving Credit Facility and we were in compliance in all material respects with the terms of the Revolving Credit Facility.

Commercial Paper Program

We maintain a commercial paper program (the “CP Program”) that allows us to issue up to $1.0 billion of commercial paper notes, which bear interest at short-term fixed rates with maturities of up to 397 days from the date of issuance. The CP Program is backed by the Revolving Credit Facility and we expect to maintain a minimum undrawn amount under the Revolving Credit Facility equal to any outstanding commercial paper notes issued under the CP Program. We intend to refinance our commercial paper notes on a long-term basis through continued issuance of commercial paper notes upon maturity. However, we also have the ability to refinance such commercial paper notes under the Revolving Credit Facility, which matures on May 21, 2031. Accordingly, any outstanding commercial paper notes are classified as long-term in our consolidated balance sheets. Borrowings under the CP Program are expected to be used for general corporate purposes. As of June 30, 2026, we had not issued any commercial paper notes under the CP Program.

Revolving Funding Facility
 
We and our consolidated subsidiary, Ares Capital CP Funding LLC (“Ares Capital CP”), are party to a revolving funding facility (as amended, the “Revolving Funding Facility”), that allows Ares Capital CP to borrow up to $2.3 billion at any one time outstanding. The Revolving Funding Facility is secured by all of the assets held by, and our membership interest in, Ares Capital CP. The end of the reinvestment period and the stated maturity date for the Revolving Funding Facility are July 28, 2028 and July 28, 2030, respectively. The interest rate charged on the Revolving Funding Facility is based on SOFR or a “base rate” (as defined in the documents governing the Revolving Funding Facility) plus an applicable spread of 1.80% per annum. Ares Capital CP is also required to pay a commitment fee of between 0.50% and 1.25% per annum depending on the size of the unused portion of the Revolving Funding Facility. As of June 30, 2026, there was $1.1 billion outstanding under the Revolving Funding Facility and we and Ares Capital CP were in compliance in all material respects with the terms of the Revolving Funding Facility.

SMBC Funding Facility
 
We and our consolidated subsidiary, Ares Capital JB Funding LLC (“ACJB”), are party to a revolving funding facility (as amended, the “SMBC Funding Facility”), with ACJB, as the borrower, and Sumitomo Mitsui Banking Corporation, as the administrative agent and collateral agent, that allows ACJB to borrow up to $1.6 billion at any one time outstanding. The SMBC Funding Facility also provides for an “accordion” feature that allows ACJB, under certain circumstances, to increase the overall size of the SMBC Funding Facility to $2.5 billion. The SMBC Funding Facility is secured by all of the assets held by ACJB. The end of the reinvestment period and the stated maturity date for the SMBC Funding Facility are July 25, 2028 and July 25, 2030, respectively. The reinvestment period and the stated maturity date are both subject to two one-year extensions by mutual agreement. The interest rate charged on the SMBC Funding Facility is based on an applicable spread of either (i) 1.75% over SOFR or (ii) 0.75% over a “base rate” (as defined in the documents governing the SMBC Funding Facility). ACJB is also required to pay a commitment fee of between 0.50% and 1.00% per annum depending on the size of the unused portion of the SMBC Funding Facility. As of June 30, 2026, there was $728 million outstanding under the SMBC Funding Facility and we and ACJB were in compliance in all material respects with the terms of the SMBC Funding Facility.
  
BNP Funding Facility
 
We and our consolidated subsidiary, ARCC FB Funding LLC (“AFB”), are party to a revolving funding facility (as amended, the “BNP Funding Facility”) with AFB, as the borrower, and BNP Paribas, as the administrative agent and lender, that allows AFB to borrow up to approximately $1.5 billion at any one time outstanding. The BNP Funding Facility is secured by all of the assets held by AFB. The end of the reinvestment period and the stated maturity date for the BNP Funding Facility are March 20, 2028 and March 20, 2030, respectively. The interest rate charged on the BNP Funding Facility is based on applicable SOFR, or a “base rate” (as defined in the documents governing the BNP Funding Facility) plus a margin of (i) 1.90% during the reinvestment period and (ii) 2.40% following the reinvestment period. As of June 30, 2026, the applicable spread in effect was 1.90%. AFB is also required to pay a commitment fee of between 0.00% and 1.25% per annum depending on the size of the unused portion of the BNP Funding Facility. As of June 30, 2026, there was $674 million outstanding under the BNP Funding Facility and we and AFB were in compliance in all material respects with the terms of the BNP Funding Facility.

238

Debt Securitizations

Certain of our wholly owned, consolidated subsidiaries (Ares Direct Lending CLO 1 LLC (“ADL CLO 1”), Ares Direct Lending CLO 4 LLC (“ADL CLO 4”) and Ares Direct Lending CLO 7 LLC (“ADL CLO 7” and, together with ADL CLO 1 and ADL CLO 4, the “CLO Subsidiaries”)) have completed on-balance sheet financings through term debt securitizations (also known as collateralized loan obligations), which are consolidated by us for financial reporting purposes and count as debt for the purposes of determining our asset coverage. These include (i) a $702 million term debt securitization completed in May 2024 (the “ADL CLO 1 Debt Securitization”), (ii) a $804 million term debt securitization completed in November 2024 (the “ADL CLO 4 Debt Securitization”) and (iii) a $1,003 million term debt securitization completed in December 2025 (the “ADL CLO 7 Debt Securitization”). We refer to the ADL CLO 1 Debt Securitization, ADL CLO 4 Debt Securitization and ADL CLO 7 Debt Securitization collectively as the “Debt Securitizations.” Our investment adviser serves as asset manager to the CLO Subsidiaries under asset management agreements with each CLO Subsidiary and has agreed to waive any management fees from the CLO Subsidiaries for such services.

ADL CLO 1 Debt Securitization

The following table presents information on the ADL CLO 1 Debt Securitization as of June 30, 2026 (dollar amounts in millions):

Class Type Principal Outstanding Maturity Date Interest Rate
April 2036 Class A CLO Notes(1) Senior Secured Floating Rate $ 406  April 25, 2036 SOFR+1.80%

April 2036 Class B CLO Notes(1)
Senior Secured Floating Rate 70  April 25, 2036 SOFR+2.20%

Total April 2036 CLO Secured Notes 476  SOFR+1.86%

April 2036 CLO Subordinated Notes(2) Subordinated 226  April 25, 2036 None
Total April 2036 CLO Notes $ 702 

________________________________________

(1) The April 2036 Class A CLO Notes and the April 2036 Class B CLO Notes are referred to collectively as the April 2036 CLO Secured Notes and are the secured obligations of ADL CLO 1 and are backed by a diversified portfolio of first lien senior secured loans contributed by us to ADL CLO 1.

(2) We retained all of the April 2036 CLO Subordinated Notes, as such, the April 2036 CLO Subordinated Notes are eliminated in consolidation.

The indenture governing the April 2036 CLO Secured Notes contains customary covenants and events of default as well as certain conditions pursuant to which additional loans can be acquired by ADL CLO 1. Through April 25, 2028, all principal collections received on the underlying collateral may be used by ADL CLO 1 to purchase new collateral, including additional collateral from us .

See “Recent Developments,” as well as Note 15 to our consolidated financial statements for the three and six months ended June 30, 2026 for a subsequent event relating to the ADL CLO 1 Debt Securitization.

ADL CLO 4 Debt Securitization

The following table presents information on the ADL CLO 4 Debt Securitization as of June 30, 2026 (dollar amounts in millions):

Class Type Principal Outstanding Maturity Date Interest Rate
October 2036 Class A CLO Loans(1)
Senior Secured Floating Rate $ 464  October 24, 2036 SOFR+1.54%
October 2036 Class B CLO Loans(1)
Senior Secured Floating Rate 80  October 24, 2036 SOFR+1.83%
Total October 2036 CLO Secured Loans 544  SOFR+1.58%

October 2036 CLO Subordinated Notes(2) Subordinated 260  October 24, 2036 None
Total October 2036 CLO Notes $ 804 

________________________________________

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(1) The October 2036 Class A CLO Loans and the October 2036 Class B CLO Loans are referred to collectively as the October 2036 CLO Secured Loans and are the secured obligations of ADL CLO 4 and are backed by a diversified portfolio of first lien senior secured loans contributed by us to ADL CLO 4.

(2) We retained all of the October 2036 CLO Subordinated Notes, as such, the October 2036 CLO Subordinated Notes are eliminated in consolidation.

The documents governing the October 2036 CLO Secured Loans contain customary covenants and events of default as well as certain conditions pursuant to which additional loans can be acquired by ADL CLO 4. Through October 24, 2028, all principal collections received on the underlying collateral may be used by ADL CLO 4 to purchase new collateral, including additional collateral from us .

ADL CLO 7 Debt Securitization

The following table presents information on the ADL CLO 7 Debt Securitization as of June 30, 2026 (dollar amounts in millions):

Class Type Principal Outstanding Maturity Date Interest Rate
January 2038 Class A-1 CLO Notes(1) Senior Secured Floating Rate $ 570  January 20, 2038 SOFR+1.40%
January 2038 Class A-2 CLO Notes(1) Senior Secured Floating Rate 50  January 20, 2038 SOFR+1.65%
January 2038 Class B CLO Notes(1)
Senior Secured Floating Rate 80  January 20, 2038 SOFR+1.85%
Total January 2038 CLO Secured Notes 700  SOFR+1.47%

January 2038 CLO Subordinated Notes(2) Subordinated 303  January 20, 2038 None
Total January 2038 CLO Notes $ 1,003 

________________________________________

(1) The January 2038 Class A-1 CLO Notes, the January 2038 Class A-2 CLO Notes and the January 2038 Class B CLO Notes are referred to collectively as the January 2038 CLO Secured Notes and are the secured obligations of ADL CLO 7 and are backed by a diversified portfolio of first lien senior secured loans contributed by us to ADL CLO 7.

(2) We retained all of the January 2038 CLO Subordinated Notes, as such, the January 2038 CLO Subordinated Notes are eliminated in consolidation.

The indenture governing the January 2038 CLO Secured Notes contains customary covenants and events of default as well as certain conditions pursuant to which additional loans can be acquired by ADL CLO 7. Through January 20, 2038, all principal collections received on the underlying collateral may be used by ADL CLO 7 to purchase new collateral, including additional collateral from us .

Unsecured Notes
 
We issued certain unsecured notes (we refer to each series of unsecured notes using the defined term set forth under the “Unsecured Notes” column of the table below and collectively refer to all such series as the “Unsecured Notes”), that pay interest semi-annually and all principal amounts are due upon maturity. Each of the Unsecured Notes may be redeemed in whole or in part at any time at our option at a redemption price equal to par plus a “make whole” premium, if applicable, as determined pursuant to the indentures governing each of the Unsecured Notes, plus any accrued and unpaid interest. Certain key terms related to the features of the Unsecured Notes as of June 30, 2026 are listed below.

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(dollar amounts in millions)
Unsecured Notes Aggregate Principal Amount Issued Effective Stated Interest Rate Original Issuance Date Maturity Date

July 2026 Notes $ 1,000  2.150% January 13, 2021 July 15, 2026
January 2027 Notes(1) $ 900  6.206% August 3, 2023 January 15, 2027
June 2027 Notes $ 500  2.875% January 13, 2022 June 15, 2027
June 2028 Notes $ 1,250  2.875% June 10, 2021 June 15, 2028
March 2029 Notes(1) $ 1,000  5.643% January 23, 2024 March 1, 2029
July 2029 Notes(1) $ 850  5.268% May 13, 2024 July 15, 2029
January 2030 Notes(1) $ 800  5.324% May 11, 2026 January 15, 2030
September 2030 Notes(1) $ 750  5.391% June 3, 2025 September 1, 2030
January 2031 Notes $ 650  5.100% September 9, 2025 January 15, 2031
April 2031 Notes(1) $ 750  5.343% January 12, 2026 April 12, 2031
November 2031 Notes $ 700  3.200% November 4, 2021 November 15, 2031
March 2032 Notes(1) $ 1,000  5.313% January 8, 2025 March 8, 2032

________________________________________

(1) The effective stated interest rates of the January 2027 Notes, the March 2029 Notes, the July 2029 Notes, the January 2030 Notes, the September 2030 Notes, the April 2031 Notes and the March 2032 Notes include the impact of interest rate swaps.

In January 2026, we repaid in full the $1,150 million in aggregate principle amount outstanding of unsecured notes (the “ January 2026 Notes”) upon their maturity. The January 2026 Notes bore interest at a rate of 3.875% per annum.

See “Recent Developments,” as well as Note 15 to our consolidated financial statements for the three and six months ended June 30, 2026 for a subsequent event relating to the July 2026 Notes.

In connection with certain of the unsecured notes issued by us, we have entered into interest rate swaps to more closely align the interest rates of such liabilities with our investment portfolio, which consists primarily of floating rate loans. We designated these interest rate swaps and the associated unsecured notes as qualifying fair value hedge accounting relationships. Under the interest rate swaps, we receive a fixed interest rate and pay a floating interest rate of one-month SOFR plus an applicable spread, as disclosed below. Certain information related to our interest rate swaps as of June 30, 2026 is presented below.

(dollar amounts in millions) Description Hedged Item Company Receives Company Pays Maturity Date Notional Amount
Interest rate swap January 2027 Notes 7.000  % SOFR +2.5810%
January 15, 2027 $ 900 

Interest rate swap March 2029 Notes 5.875  % SOFR +2.0227%
March 1, 2029 $ 1,000 
Interest rate swap July 2029 Notes 5.950  % SOFR +1.6430%
July 15, 2029 $ 850 
Interest rate swap January 2030 Notes 5.550  % SOFR +1.6995%
January 15, 2030 $ 800 
Interest rate swap September 2030 Notes 5.500  % SOFR +1.7705%
September 1, 2030 $ 750 
Interest rate swap(1) January 2031 Notes 5.100  % SOFR +1.7270%
January 15, 2031 $ 650 
Interest rate swap April 2031 Notes 5.250  % SOFR +1.7217%
April 15, 2031 $ 750 
Interest rate swap March 2032 Notes 5.800  % SOFR +1.6995%
March 8, 2032 $ 1,000 

________________________________________

(1) In connection with the issuance of the January 2031 Notes, we entered into a forward-starting interest rate swap with an effective date of July 15, 2026.

See Note 6 to our consolidated financial statements for the three and six months ended June 30, 2026 for more information on our interest rate swaps.

As of June 30, 2026, we were in compliance in all material respects with the indentures governing the Unsecured Notes.
241

The Unsecured Notes are our senior unsecured obligations and rank senior in right of payment to any future indebtedness that is expressly subordinated in right of payment to the Unsecured Notes; equal in right of payment to our existing and future unsecured indebtedness that is not expressly subordinated; effectively junior in right of payment to any of our secured indebtedness (including existing unsecured indebtedness that we later secure) to the extent of the value of the assets securing such indebtedness; and structurally junior to all existing and future indebtedness (including trade payables) incurred by our subsidiaries, financing vehicles or similar facilities.

RECENT DEVELOPMENTS

In July 2026, ADL CLO 1 completed a refinancing of its approximately $708.7 million term debt securitization (as refinanced, the “ADL CLO 1 Debt Securitization”). The ADL CLO 1 Debt Securitization is also known as a collateralized loan obligation and is an on-balance-sheet financing incurred by us.

The notes offered in the ADL CLO 1 Debt Securitization that mature on July 25, 2038 (collectively, the “July 2038 CLO Notes”) were issued by ADL CLO 1 pursuant to the amended and restated indenture and security agreement governing the July 2038 CLO Notes and include (i) $267.0 million of Class A-1-R Senior Floating Rate Notes, which bear interest at Term SOFR plus 1.46%; (ii) $24.5 million of Class A-2-R Senior Floating Rate Notes, which bear interest at Term SOFR plus 1.70%; (iii) $45.5 million of Class B-R Senior Floating Rate Notes, which bear interest at Term SOFR plus 1.90% and (iv) an additional $7.1 million of additional subordinated notes (in addition to the $225.6 million of existing subordinated notes issued by ADL CLO 1), which do not bear interest. We retained all of the $7.1 million of subordinated notes, which are unsecured obligations of ADL CLO 1 and will accordingly be eliminated in consolidation. In addition, in connection with the ADL CLO 1 Debt Securitization, ADL CLO 1 incurred $139.0 million of Class A-1-LR term loans that mature on July 25, 2038, which bear interest at Term SOFR plus 1.46%, under a Class A-1-LR credit agreement. The proceeds from the ADL CLO 1 Debt Securitization were used in part to redeem all outstanding April 2036 CLO Secured Notes issued by ADL CLO 1.

In July 2026, we repaid in full the July 2026 Notes upon their maturity, which bore interest at a rate of 2.150% per annum.

From July 1, 2026 through July 23, 2026, we made new investment commitments of approximately $244 million, of which approximately $179 million were funded. Of the approximately $244 million in new investment commitments, 47% were in first lien senior secured loans, 17% were in second lien senior secured loans, 5% were in subordinated certificates of the SDLP, 19% were in senior subordinated loans, 11% were in our subordinated loan to IHAM and 1% were in other equity. Of the approximately $244 million in new investment commitments, 64% were floating rate, 35% were fixed rate and 1% were non-income producing. The weighted average yield of debt and other income producing securities funded during the period at amortized cost was 10.2% and the weighted average yield on total investments funded during the period at amortized cost was 10.0%. We may seek to sell all or a portion of these new investment commitments, although there can be no assurance that we will be able to do so.

From July 1, 2026 through July 23, 2026, we exited approximately $132 million of investment commitments. All of the approximately $132 million of exited investment commitments were first lien senior secured loans, all of which were floating rate. The weighted average yield of debt and other income producing securities exited or repaid during the period at amortized cost was 8.3% and the weighted average yield on total investments exited or repaid during the period at amortized cost was 8.3%. Of the approximately $132 million of investment commitments exited from July 1, 2026 through July 23, 2026, we recognized total net realized losses of approximately $2 million.

In addition, as of July 23, 2026, we had an investment backlog of approximately $1.5 billion. Investment backlog includes transactions approved by our investment adviser’s U.S. direct lending investment committee and/or for which a formal mandate, letter of intent or a signed commitment have been issued, and therefore we believe are likely to close. The consummation of any of the investments in this backlog depends upon, among other things, one or more of the following: our acceptance of the terms and structure of such investment and the execution and delivery of satisfactory transaction documentation. In addition, we may sell all or a portion of these investments and certain of these investments may result in the repayment of existing investments. We cannot assure you that we will make any of these investments or that we will sell all or any portion of these investments.

242

CRITICAL ACCOUNTING ESTIMATES

The preparation of our consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. Changes in the economic environment, financial markets, and any other parameters used in determining such estimates could cause actual results to differ. Our critical accounting estimates, including those relating to the valuation of our investment portfolio, are described below. The critical accounting estimates should be read in conjunction with our risk factors as disclosed in “Item 1A. Risk Factors.” See Note 2 to our consolidated financial statements for the three and six months ended June 30, 2026 for more information on our critical accounting policies.

Investments

Investment transactions are recorded on the trade date. Realized gains or losses are measured by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment using the specific identification method without regard to unrealized gains or losses previously recognized, and include investments charged off during the period, net of recoveries. Unrealized gains or losses primarily reflect the change in investment values, including the reversal of previously recorded unrealized gains or losses when gains or losses are realized.

Pursuant to Rule 2a-5 under the Investment Company Act, our board of directors designated our investment adviser as our valuation designee (the “Valuation Designee”) to perform the fair value determinations for investments held by us without readily available market quotations, subject to the oversight of our board of directors. All investments are recorded at their fair value.

Investments for which market quotations are readily available are typically valued at such market quotations. In order to validate market quotations, the Valuation Designee looks at a number of factors to determine if the quotations are representative of fair value, including the source and nature of the quotations. Debt and equity securities that are not publicly traded or whose market prices are not readily available (i.e., substantially all of our investments) are valued at least quarterly at fair value as determined in good faith by the Valuation Designee, subject to the oversight of our board of directors, based on, among other things, the input of our independent third‑party valuation providers (“IVPs”) that have been engaged to support the valuation of such portfolio investments quarterly, beginning as of the third quarter after origination (with certain de minimis exceptions) and under a valuation policy and a consistently applied valuation process. The valuation process is conducted at the end of each fiscal quarter by the Valuation Designee, and beginning with the first quarter of 2025, substantially all investments in our investment portfolio at fair value are subject to review by an IVP each quarter, as discussed further below. However, we may use these IVPs to review the value of our investments more frequently, including in connection with the occurrence of significant events or changes in value affecting a particular investment. In addition, our independent registered public accounting firm obtains an understanding of, and performs select procedures relating to, our valuation process within the context of performing our integrated audit.
 
As part of the valuation process, the Valuation Designee may take into account the following types of factors, if relevant, in determining the fair value of our investments: the enterprise value of a portfolio company (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 nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings and discounted cash flow, the markets in which the portfolio company does business, a comparison of the portfolio company’s securities to any similar publicly traded securities, changes in the interest rate environment and the credit markets, which may affect the price at which similar investments would trade in their principal markets and other relevant factors. When an external event such as a purchase transaction, public offering or subsequent sale occurs, the Valuation Designee considers the pricing indicated by the external event to corroborate the valuation.

Because there is not a readily available market value for most of the investments in our portfolio, substantially all of our portfolio investments are valued at fair value as determined in good faith by the Valuation Designee, as described herein. 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 our investments may fluctuate from period to period. Additionally, the fair value of our 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 we 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 we were required to liquidate a portfolio investment in a forced or liquidation sale, we could realize significantly less than the value at which we have 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.
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The Valuation Designee, subject to the oversight of our board of directors, undertakes a multi‑step valuation process each quarter, as described below:

• Our quarterly valuation process begins with a preliminary valuation being prepared by the investment professionals responsible for the portfolio investment in conjunction with our portfolio management and valuation team.

• Preliminary valuations are reviewed and discussed by the valuation committee of the Valuation Designee.

• When a portfolio investment is reviewed by an IVP:

◦ Relevant information related to the portfolio investment is made available by the Valuation Designee to the IVP, who does not independently verify such information.

◦ The IVP reviews and analyzes the information provided by the Valuation Designee, along with relevant market and economic data, and independently determines a range of values for the portfolio investment.

◦ The IVP provides its analysis to the Valuation Designee to support the IVP’s valuation methodology and calculations.

• The valuation committee of the Valuation Designee determines the fair value of each investment in our portfolio without a readily available market quotation in good faith based on, among other things, the input of the IVPs, where applicable.

• When a portfolio investment is reviewed by an IVP, a positive assurance opinion or independent valuation report is issued by the IVP that confirms the fair value determined by the Valuation Designee for the portfolio investment is within the range of values independently calculated by such IVP.

Fair Value of Financial Instruments

We follow ASC 825-10, Recognition 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. We have 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.

We also follow 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 us 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, we have considered its principal market as the market in which we exit our 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 we have 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.
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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 our board of directors in connection with their designation of our 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. Consistent with its valuation policy and procedures, the Valuation Designee evaluates the source of inputs, including any markets in which our 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 our portfolio, the fair value of the investments must typically be determined using unobservable inputs.

Our 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 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 we have 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 we do 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 the 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 us 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.

See Notes 2 and 8 to our consolidated financial statements for the three and six months ended June 30, 2026 for more information on our valuation process.

Item 3.    Quantitative and Qualitative Disclosures About Market Risk

We are subject to financial market risks, including changes in interest rates and the valuations of our investment portfolio. Uncertainty with respect to the imposition of tariffs on and trade disputes with certain countries, the fluctuations in global interest rates, the ongoing war between Russia and Ukraine, continued conflicts and political unrest in the Middle East and concerns over future increases in inflation or adverse investor sentiment generally, introduced significant volatility in the financial markets, and the effects of this volatility has materially impacted and could continue to materially impact our market risks, including those listed below. For more information concerning these risks and their potential impact on our business and our operating results, see “Risk Factors—General Risk Factors—Difficult market and political conditions may adversely affect our businesses in many ways, including by reducing the value or hampering the performance of our investments or reducing our ability to raise or deploy capital, each of which could have a significant adverse effect on our business, financial condition and results of operations”, “Risk Factors—Risks Relating to Our Investments—Economic recessions or downturns could impair our portfolio companies and harm our operating results” and “Risk Factors—Risks Relating to Our Business—Inflation has adversely affected and may continue to adversely affect the business, results of operations and financial condition of our portfolio companies” in our Annual Report.

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Investment Valuation Risk

Because there is not a readily available market value for most of the investments in our portfolio, substantially all of our portfolio investments are valued at fair value as determined in good faith by our investment adviser, as the valuation designee, subject to the oversight of our board of directors based on, among other things, the input of our IVP that have been engaged to support the valuation of each portfolio investment without a readily available market quotation quarterly, beginning as of the third quarter after origination (with certain de minimis exceptions). 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 our investments may fluctuate from period to period. Additionally, the fair value of our 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 we 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 we were required to liquidate a portfolio investment in a forced or liquidation sale, we could realize significantly less than the value at which we have 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. See “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates” as well as Notes 2 and 8 to our consolidated financial statements for the six months ended June 30, 2026 for more information relating to our investment valuation.

Interest Rate Risk
 
Interest rate sensitivity refers to the change in our earnings that may result from changes in the level of interest rates. Because we fund a portion of our investments with borrowings, our net investment income is affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. See “Risk Factors—Risks Relating to Our Business—We are exposed to risks associated with changes in interest rates, including the current interest rate environment” in our Annual Report.
 
In a prolonged low interest rate environment, the difference between the total interest income earned on interest earning assets and the total interest expense incurred on interest bearing liabilities may be compressed, reducing our net income and potentially adversely affecting our operating results. Conversely, in a rising interest rate environment, such difference could potentially increase thereby increasing our net income as indicated per the table below.

As of June 30, 2026, 71% of the investments at fair value in our portfolio bore interest and dividends at variable rates (including our investment in the SDLP Certificates which accounted for 4% of our total investments at fair value), 12% bore interest at fixed rates, 9% were non-income producing, 1% were on non-accrual status and 7% was our equity investment in IHAM which generally pays a quarterly dividend. Additionally, excluding our investment in the SDLP Certificates, 96% of the remaining variable rate investments at fair value contained interest rate floors. The Credit Facilities, the April 2036 CLO Notes, the October 2036 CLO Secured Loans and the January 2038 CLO Notes bear interest at variable rates with no interest rate floors. The Unsecured Notes bear interest at fixed rates, except that the January 2027 Notes, the March 2029 Notes, the July 2029 Notes, the January 2030 Notes, the September 2030 Notes, the April 2031 Notes and the March 2032 Notes have been swapped from a fixed rate to a floating rate through interest rate swaps. The January 2031 Notes have been swapped from a fixed rate to a floating rate through a forward starting interest rate swap, with an effective date of July 15, 2026. See Note 5 to our consolidated financial statements for the three and six months ended June 30, 2026 for more information on our debt obligations. See Note 6 to our consolidated financial statements for the three and six months ended June 30, 2026 for more information on the interest rate swaps.
 
We regularly measure our exposure to interest rate risk. We assess interest rate risk and manage our interest rate exposure on an ongoing basis by comparing our interest rate sensitive assets to our interest rate sensitive liabilities. Based on that review, we determine whether or not any hedging transactions are necessary to mitigate exposure to changes in interest rates.

Based on our consolidated balance sheet as of June 30, 2026, the following table shows the annualized impact on net income of base rate changes in interest rates (considering interest rate floors for variable rate instruments) assuming no changes in our investment and borrowing structure:
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(in millions)
Basis Point Change Interest and Dividend
Income Interest
Expense(1) Net
Income(2)
Up 300 basis points $ 635  $ 355  $ 280 
Up 200 basis points $ 424  $ 236  $ 188 
Up 100 basis points $ 212  $ 118  $ 94 
Down 100 basis points $ (211) $ (118) $ (93)
Down 200 basis points $ (416) $ (236) $ (180)
Down 300 basis points $ (582) $ (355) $ (227)

________________________________________

(1) Includes the impact to interest expense related to the interest rate swaps with respect to the January 2027 Notes, the March 2029 Notes, the July 2029 Notes, the January 2030 Notes, the September 2030 Notes, the April 2031 Notes and the March 2032 Notes.

(2) Excludes the impact of any income based fee. See Note 3 to our consolidated financial statements for the three and six months ended June 30, 2026 for more information on the income based fee.

Item 4.    Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as that term is defined in Rules 13a‑15(e) and 15d‑15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2026. Based upon that evaluation and subject to the foregoing, our principal executive officer and principal financial officer concluded that, as of June 30, 2026, the design and operation of our disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rules 13a‑15(f) and 15d‑15(f) under the Exchange Act) during the quarter ended June 30, 2026 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

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PART II — OTHER INFORMATION

Item 1.    Legal Proceedings
    
From time to time, we, our executive officers, directors and our investment adviser, its affiliates and/or any of their respective principals and employees are subject to legal proceedings, including those arising from our investments in our portfolio companies, and as a result, incur significant costs and expenses in connection with such legal proceedings.

We and our investment adviser are also subject to extensive regulation, which, from time to time, results in requests for information from us or our investment adviser or regulatory proceedings or investigations against us or our investment adviser, respectively. We incur significant costs and expenses in connection with any such information requests, proceedings and investigations.

On May 26, 2026, a derivative action was brought by Martin Siegel purportedly on our behalf, as plaintiff, in the United States District Court for the Southern District of New York, alleging that our investment adviser received excessive advisory fees in violation of its statutory fiduciary duty under Section 36(b) of the Investment Company Act. The action seeks recovery of damages, including disgorgement of investment advisory fees paid to our investment adviser, injunctive relief, costs and rescission of the investment advisory and management agreement pursuant to Section 47(b) of the Investment Company Act. This litigation is in its preliminary stages. Our investment adviser disputes the allegations and intends to vigorously defend against them. The outcome of this matter is inherently uncertain, and we and our investment adviser are unable to predict the ultimate outcome or estimate the amount or range of loss, if any, that may result from this matter.

Item 1A.     Risk Factors

In addition to the other information set forth in this report, you should carefully consider the risk factors described in Part I, “Item 1A. Risk Factors” in our Annual Report, which could materially affect our business, financial condition and/or operating results. The risks described in our Annual Report are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results.

Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds
 
We did not sell any equity securities during the period covered in this report that were not registered under the Securities Act.

Dividend Reinvestment Plan

During the quarter ended June 30, 2026, as part of our dividend reinvestment plan for our common stockholders, we purchased shares of our common stock in the open market in order to satisfy the reinvestment portion of our dividends. The following chart outlines such purchases of our common stock during the quarter ended June 30, 2026.

Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs
April 1, 2026 through April 30, 2026 1,192,850  $ 17.80  —  $ — 
May 1, 2026 through May 31, 2026 —  —  —  — 
June 1, 2026 through June 30, 2026 —  —  —  — 
Total 1,192,850  $ 17.80  —  $ — 

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Stock Repurchase Program

In February 2026, our board of directors authorized an amendment to our existing stock repurchase program to extend the expiration date of the program from February 15, 2026 to February 15, 2027. Under the program, we may repurchase up to $1.0 billion in the aggregate of our outstanding common stock in the open market at certain thresholds below our 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 us, in our 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 will be in effect through February 15, 2027, unless extended or until the approved dollar amount has been used to repurchase shares. The stock repurchase program does not require us to repurchase any specific number of shares of common stock or any shares of common stock at all. Consequently, we cannot assure stockholders that any specific number of shares of common stock, if any, will be repurchased under the stock repurchase program. The program may be suspended, extended, modified or discontinued at any time.

During the quarter ended June 30, 2026, there were no repurchases of our common stock under our stock repurchase program. As of June 30, 2026, the approximate dollar value of shares that may yet be purchased under the program was $1.0 billion.

Item 3.     Defaults Upon Senior Securities
 
Not applicable.

Item 4.     Mine Safety Disclosures
 
Not applicable.

Item 5.    Other Information

Rule 10b5-1 Trading Plans

During the fiscal quarter ended June 30, 2026, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

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Item 6.     Exhibits.    
  EXHIBIT INDEX

Exhibit Number   Description
3.1
  Articles of Amendment and Restatement, as amended (incorporated by reference to Exhibit 3.1 to the Company’s Form 10-Q (File No. 814-00663) for the quarter ended March 31, 2023, filed on April 25, 2023).
3.2
  Third Amended and Restated Bylaws, as amended (incorporated by reference to Exhibit 3.2 to the Company’s Form 10-K (File No. 814-00663) for the year ended December 31, 2018, filed on February 12, 2019).
4.1
Sixth Supplemental Indenture, dated as of May 11, 2026, relating to the 5.550% Notes due 2030, between the Company and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K (File No. 814-00663), filed on May 11, 2026).
4.2
Form of 5.550% Notes due 2030 (incorporated by reference to Exhibit 4.3 to the Company’s Form 8-K (File No. 814-00663), filed on May 11, 2026).
4.3
Amended and Restated Indenture and Security Agreement, dated as of July 17, 2026, by and between Ares Direct Lending CLO 1 LLC, as issuer, and U.S. Bank Trust Company, National Association, as collateral trustee (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K (File No. 814-00663), filed on July 22, 2026).
4.4
Form of Class A-1-R Senior Floating Rate Notes due 2038 (incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K (File No. 814-00663), filed on July 22, 2026).
4.5
Form of Class A-2-R Senior Floating Rate Notes due 2038 (incorporated by reference to Exhibit 4.3 to the Company’s Form 8-K (File No. 814-00663), filed on July 22, 2026).
4.6
Form of Class B-R Senior Floating Rate Notes due 2038 (incorporated by reference to Exhibit 4.4 to the Company’s Form 8-K (File No. 814-00663), filed on July 22, 2026).
4.7
Form of Subordinated Notes due 2038 (incorporated by reference to Exhibit 4.5 to the Company’s Form 8-K (File No. 814-00663), filed on July 22, 2026).

10.1
Seventeenth Amended and Restated Senior Secured Credit Agreement, dated as of May 21, 2026, among Ares Capital Corporation, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K (File No. 814-00663), filed on May 26, 2026).
10.2
Form of Commercial Paper Dealer Agreement between Ares Capital Corporation, as issuer, and the applicable Dealer party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K (File No. 814-00663), filed on June 8, 2026).
10.3
Tenth Amendment to the Revolving Credit and Security Agreement, dated as of June 18, 2026 among ARCC FB Funding LLC, as borrower, the lenders from time to time parties thereto, BNP Paribas, as administrative agent and lender, Ares Capital Corporation, as equityholder and servicer, and U.S. Bank Trust Company, National Association, as collateral agent (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K (File No. 814-00663), filed on June 22, 2026).
10.4
Credit Agreement, dated as of July 17, 2026, by and among Ares Direct Lending CLO 1 LLC, as borrower, U.S. Bank Trust Company, National Association, as loan agent and collateral trustee, and the various financial institutions from time to time party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K (File No. 814-00663), filed on July 22, 2026).
10.5
Amended and Restated Collateral Administration Agreement, dated as of July 17, 2026, by and among Ares Direct Lending CLO 1 LLC, as issuer, Ares Capital Management LLC, as asset manager, and U.S. Bank Trust Company, National Association as collateral administrator (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K (File No. 814-00663), filed on July 22, 2026).
10.6
First Amendment to the Asset Management Agreement, dated as of July 17, 2026, by and between Ares Direct Lending CLO 1 LLC, as issuer, and Ares Capital Management LLC, as asset manager (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K (File No. 814-00663), filed on July 22, 2026).
10.7
Equity Distribution Agreement, dated as of April 28, 2026, among Ares Capital Corporation, Ares Capital Management LLC, Ares Operations LLC and Truist Securities, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K (File No. 814-00663), filed on April 28, 2026).
10.8
Equity Distribution Agreement, dated as of April 28, 2026, among Ares Capital Corporation, Ares Capital Management LLC, Ares Operations LLC and Mizuho Securities USA LLC (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K (File No. 814-00663), filed on April 28, 2026).
10.9
Equity Distribution Agreement, dated as of April 28, 2026, among Ares Capital Corporation, Ares Capital Management LLC, Ares Operations LLC and RBC Capital Markets, LLC (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K (File No. 814-00663), filed on April 28, 2026).
10.10
Equity Distribution Agreement, dated as of April 28, 2026, among Ares Capital Corporation, Ares Capital Management LLC, Ares Operations LLC and Regions Securities LLC (incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K (File No. 814-00663), filed on April 28, 2026).

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10.11
Equity Distribution Agreement, dated as of April 28, 2026, among Ares Capital Corporation, Ares Capital Management LLC, Ares Operations LLC and SMBC Nikko Securities America, Inc. (incorporated by reference to Exhibit 10.5 to the Company’s Form 8-K (File No. 814-00663), filed on April 28, 2026).
31.1
  Certification by Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2
  Certification by Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1
  Certification by Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
99.1
Supplemental Financial Information of Senior Direct Lending Program, LLC as of June 30, 2026 (unaudited) and December 31, 2025*
101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 ________________________________________

*    Filed herewith
**    This certification is not deemed filed by the SEC and is not to be incorporated by reference in any filing we make under the Securities Act or the Exchange Act, irrespective of any general incorporation language in any filings.
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SIGNATURES
 
Pursuant to the requirements 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
   
   
Date: July 29, 2026 By /s/ M. KORT SCHNABEL
    M. Kort Schnabel
Chief Executive Officer
     
Date: July 29, 2026 By /s/ SCOTT C. LEM
    Scott C. Lem
Chief Financial Officer and Treasurer

Date: July 29, 2026 By /s/ PAUL CHO
    Paul Cho
Chief Accounting Officer

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