Ares Capital (NASDAQ: ARCC) launches new $1.5B ATM stock plan
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Ares Capital Corporation entered new equity distribution agreements that allow it to issue and sell shares of its common stock with an aggregate offering price of up to $1,500,000,000 through multiple sales agents. These shares may be sold in negotiated deals or “at the market” transactions on the NASDAQ Global Select Market or through market makers at prices tied to prevailing or negotiated levels.
The sales agents, including Truist, Mizuho, RBC, Regions and SMBC, may earn commissions of up to 1.5% of the gross sales price of any shares sold. The company is not obligated to sell any shares and can suspend offerings at any time. On the same date, Ares Capital terminated prior equity distribution agreements from February 5, 2025 that have been superseded by these new arrangements.
Positive
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Negative
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8-K Event Classification
3 items: 1.01, 1.02, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 1.02
Termination of a Material Definitive Agreement
Business
A significant contract was terminated, which may affect business operations or revenue.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
ATM program size: $1,500,000,000 aggregate offering price
Sales agent commission: up to 1.5% of gross sales price
Registration statement reference: Form N-2, File No. 333-279023
+2 more
5 metrics
ATM program size
$1,500,000,000 aggregate offering price
Maximum common stock that may be sold under equity distribution agreements
Sales agent commission
up to 1.5% of gross sales price
Commission payable on shares sold through the sales agents
Registration statement reference
Form N-2, File No. 333-279023
Registration statement declared effective on May 1, 2024
Prospectus supplement date
April 28, 2026
Prospectus supplement under which shares may be issued and sold
Agreement effective date
April 28, 2026
Date new equity distribution agreements became effective and prior ones terminated
Key Terms
Equity Distribution Agreements, at the market, Registration Statement on Form N-2, prospectus supplement, +1 more
5 terms
Equity Distribution Agreements financial
"The Equity Distribution Agreements provide that the Company may from time to time issue and sell shares"
at the market financial
"transactions that are deemed to be “at the market,” as defined in Rule 415(a)(4)"
“At the market” describes a method companies use to sell newly issued shares directly into the open market at whatever the current trading price is, usually through a broker who places shares in small amounts over time. Investors care because it can reduce each existing shareholder’s ownership percentage and increase the number of shares outstanding, while giving the company a flexible, quick way to raise cash — like adding single seats to a train instead of buying a whole new carriage.
Registration Statement on Form N-2 regulatory
"the Company h a Registration Statement on Form N-2 (File No. 333-279023) on May 1, 2024"
A registration statement on Form N-2 is the official filing a closed-end or certain other registered investment fund submits to regulators when offering shares to the public; it combines the prospectus and detailed disclosure about the fund’s strategy, fees, risks, managers and financials. Investors use it like a full product label or instruction manual to understand what they’re buying, how the fund will be run, the costs involved and the main risks before investing.
prospectus supplement regulatory
"a prospectus supplement, dated as of April 28, 2026, pursuant to which the Company may issue and sell Shares"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
aggregate offering price financial
"Shares having an aggregate offering price of up to $1,500,000,000"
The aggregate offering price is the total dollar amount that will be raised if all the securities in an offering are sold at the stated offering price, before fees or expenses are taken out. Investors use it to gauge the size of the fundraising and its potential effects—such as how much cash the company will get and how much existing ownership might be reduced—similar to totaling every item’s price in a shopping cart to see the full bill.
FAQ
What did Ares Capital Corporation (ARCC) announce in this 8-K?
Ares Capital Corporation entered new equity distribution agreements enabling sales of common stock up to $1.5 billion. Shares may be issued over time through several sales agents in negotiated or at-the-market transactions, giving the company flexible access to additional equity capital.
How large is Ares Capital’s new at-the-market equity program?
The program permits Ares Capital to sell common stock with an aggregate offering price of up to $1,500,000,000. Sales can occur periodically, based on market conditions and the company’s capital needs, under a prospectus supplement tied to an existing registration statement.
Which banks are acting as sales agents for Ares Capital’s ATM program?
The sales agents are Truist Securities, Inc., Mizuho Securities USA LLC, RBC Capital Markets, LLC, Regions Securities LLC, and SMBC Nikko Securities America, Inc. Each can place Ares Capital shares in negotiated or at-the-market transactions under separate equity distribution agreements.
What commissions will the sales agents receive under Ares Capital’s agreements?
Sales agents will receive a commission of up to 1.5% of the gross sales price for any Ares Capital shares sold through them. This fee is paid by the company and is calculated on each transaction executed under the equity distribution agreements.
What happened to Ares Capital’s prior equity distribution agreements from 2025?
Effective April 28, 2026, Ares Capital and several banks terminated their February 5, 2025 equity distribution agreements. Those earlier agreements were superseded by the new April 28, 2026 equity distribution agreements with the same institutions and an additional sales agent.