Ares Capital (NASDAQ: ARCC) issues $750M 5.25% 2031 notes and swap deal

Rhea-AI Filing Summary

Ares Capital Corporation entered into a Fifth Supplemental Indenture and completed the issuance, offer and sale of $750,000,000 aggregate principal amount of its 5.250% notes due 2031. The notes mature on April 12, 2031, bear interest at 5.250% per year, and pay interest semiannually on April 12 and October 12, starting April 12, 2026. They are direct unsecured obligations of the company and may be redeemed at the company’s option at the redemption prices set forth in the supplemental indenture.

The company expects to use the net proceeds to repay outstanding indebtedness under its credit facilities, with the ability to reborrow for general corporate purposes, including investments in portfolio companies. The indenture includes leverage-related covenants tied to Investment Company Act requirements and a change of control repurchase feature at 100% of principal plus accrued interest. In connection with the notes, Ares Capital also entered into an interest rate swap with a notional amount of $750,000,000, receiving fixed 5.250% and paying a floating rate based on one-month SOFR plus 1.7217% through April 12, 2031.

Insights

Credit and capital-structure analyst

Ares Capital raises $750M in unsecured 2031 notes and swaps fixed to floating while refinancing credit facilities.

Ares Capital Corporation issued $750,000,000 of 5.250% notes due 2031 as unsecured obligations, with semiannual interest and an issuer call feature defined in the supplemental indenture. The stated intention is to use net proceeds to repay borrowings under existing credit facilities, effectively terming out some debt while preserving future borrowing capacity for general corporate purposes, including portfolio investments.

The indenture incorporates covenants referencing Section 18(a)(1)(A) as modified by Section 61(a) of the Investment Company Act, so asset coverage requirements remain central to the capital structure. A change of control combined with a below-investment-grade rating from Fitch, Moody’s, and S&P would trigger a requirement to offer to repurchase the notes at 100% of principal plus accrued interest, which provides noteholders with defined event protection.

In parallel, the company entered into an interest rate swap with SMBC Capital Markets, Inc. on a $750,000,000 notional that runs to April 12, 2031, under which it receives fixed 5.250% and pays a floating rate of one-month SOFR plus 1.7217%. This structure synthetically converts the notes from fixed to floating, aligning interest costs with short-term rates and creating exposure to movements in SOFR over the life of the notes.

8-K Event Classification

4 items: 1.01, 2.03, 8.01, 9.01

4 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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported)  January 12, 2026

ARES CAPITAL CORPORATION

(Exact Name of Registrant as Specified in Charter)

Maryland		814-00663		33-1089684
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

245 Park Avenue, 44th Floor, New York, NY		10167
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code (212) 750-7300

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol		Name of each exchange on which registered
Common stock, $0.001 par value		ARCC		NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01. Entry into a Material Definitive Agreement.

On January 12, 2026 Ares Capital Corporation (the “Company”) and U.S. Bank Trust Company, National Association (the “Trustee”), entered into a Fifth Supplemental Indenture (the “Fifth Supplemental Indenture”) to the Indenture, dated May 13, 2024, between the Company and the Trustee (the “Base Indenture” and, together with the Fifth Supplemental Indenture, the “Indenture”). The Fifth Supplemental Indenture relates to the Company’s issuance, offer and sale of $750,000,000 aggregate principal amount of its 5.250% notes due 2031 (the “Notes”).

The Notes will mature on April 12, 2031 and may be redeemed in whole or in part at the Company’s option at any time at the redemption price set forth in the Fifth Supplemental Indenture. The Notes bear interest at a rate of 5.250% per year payable semiannually on April 12 and October 12 of each year, commencing on April 12, 2026. The Notes are direct unsecured obligations of the Company.

The Company expects to use the net proceeds of this offering to repay certain outstanding indebtedness under its credit facilities. The Company may reborrow under its credit facilities for general corporate purposes, which include investing in portfolio companies in accordance with its investment objective.

The Base Indenture, as supplemented by the Fifth Supplemental Indenture, contains certain covenants including covenants requiring the Company to comply with Section 18(a)(1)(A) as modified by Section 61(a) of the Investment Company Act of 1940, as amended, or any successor provisions, as such obligation may be amended or superseded but giving effect to any exemptive relief granted to the Company by the Securities and Exchange Commission (the “SEC”), and to provide financial information to the holders of the Notes and the Trustee if the Company should no longer be subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. These covenants are subject to important limitations and exceptions that are described in the Indenture.

In addition, upon the occurrence of a change of control repurchase event (which involves the occurrence of both a change of control and a below investment grade rating of the Notes by each of Fitch, Inc., Moody’s Investor Services, Inc. and Standard & Poor’s Ratings Services), the Company will be required to make an offer to purchase the Notes at a price equal to 100% of the principal amount plus accrued and unpaid interest to the date of purchase.

The Notes were offered and sold pursuant to the Registration Statement on Form N-2 (File No. 333-279023) filed with the SEC on May 1, 2024, the preliminary prospectus supplement filed with the SEC on January 5, 2026 and the pricing term sheet filed with the SEC on January 5, 2026. The transaction closed on January 12, 2026.

The Trustee also serves as the Company’s custodian under the terms of a custody agreement, pursuant to which it receives customary fees and expenses as custodian.

The foregoing descriptions of the Base Indenture, Fifth Supplemental Indenture and the Notes do not purport to be complete and are qualified in their entirety by reference to the full text of the Base Indenture, Fifth Supplemental Indenture and the Notes, respectively, each filed as exhibits hereto and incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information required by Item 2.03 contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 8.01. Other Events.

On January 5, 2026 the Company, Ares Capital Management LLC, Ares Operations LLC and BofA Securities, Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC, SMBC Nikko Securities America, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named on Schedule A thereto, entered into a Purchase Agreement (the “Purchase Agreement”) with respect to the issuance and sale of the Notes.

In connection with the issuance of the Notes, the Company entered into an interest rate swap with SMBC Capital Markets, Inc. to swap from a fixed rate of interest to a floating rate of interest. The notional amount of the interest rate swap is $750,000,000, pursuant to which the Company will receive fixed rate interest at 5.250% and pay floating rate interest based on one-month SOFR + 1.7217%. The interest rate swap matures on April 12, 2031.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit Number		Description
1.1		Purchase Agreement, dated as of January 5, 2026, among Ares Capital Corporation, Ares Capital Management LLC, Ares Operations LLC and BofA Securities, Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC, SMBC Nikko Securities America, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named on Schedule A thereto
4.1		Indenture, dated as of May 13, 2024, by and between the Company and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Form 10-Q (File No. 814-00663) for the quarter ended June 30, 2024, filed on July 30, 2024)
4.2		Fifth Supplemental Indenture, dated as of January 12, 2026, relating to the 5.250% Notes due 2031, between the Company and U.S. Bank Trust Company, National Association, as trustee
4.3		Form of 5.250% Notes due 2031 (contained in the Fifth Supplemental Indenture filed as Exhibit 4.2 hereto)
5.1		Opinion of Venable LLP
5.2		Opinion of Kirkland & Ellis LLP
23.1		Consent of Venable LLP (contained in the opinion filed as Exhibit 5.1 hereto)
23.2		Consent of Kirkland & Ellis LLP (contained in the opinion filed as Exhibit 5.2 hereto)
104		Cover Page Interactive Data File (embedded within Inline XBRL Document)

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 hereunto duly authorized.

	ARES CAPITAL CORPORATION
Date: January 12, 2026
	By:	/s/ Scott C. Lem
	Name:	Scott C. Lem
	Title:	Chief Financial Officer and Treasurer

FAQ

What type of debt did Ares Capital Corporation (ARCC) issue in this filing?

Ares Capital Corporation issued 5.250% notes due 2031 with an aggregate principal amount of $750,000,000. The notes are direct unsecured obligations of the company and pay interest semiannually on April 12 and October 12, starting April 12, 2026.

How does Ares Capital (ARCC) plan to use the $750,000,000 note proceeds?

The company expects to use the $750,000,000 in net proceeds to repay certain outstanding indebtedness under its credit facilities. It may later reborrow under those facilities for general corporate purposes, including investing in portfolio companies in line with its investment objective.

What are the key terms of the Ares Capital 5.250% notes due 2031?

The notes mature on April 12, 2031, carry a fixed interest rate of 5.250% per year, and pay interest semiannually on April 12 and October 12. They are unsecured obligations of Ares Capital and may be redeemed in whole or in part at the company’s option at the redemption prices described in the Fifth Supplemental Indenture.

What covenants and protections apply to the new Ares Capital notes?

The indenture includes covenants requiring compliance with Section 18(a)(1)(A) as modified by Section 61(a) of the Investment Company Act of 1940 and provisions to supply financial information if the company is no longer an Exchange Act reporting company. It also requires the company to offer to purchase the notes at 100% of principal plus accrued and unpaid interest if a change of control occurs and the notes are rated below investment grade by Fitch, Moody’s, and S&P.

What is the interest rate swap Ares Capital entered into in connection with these notes?

In connection with the notes issuance, Ares Capital entered into an interest rate swap with SMBC Capital Markets, Inc. on a notional amount of $750,000,000. Under the swap, Ares Capital receives fixed interest at 5.250% and pays floating interest based on one-month SOFR plus 1.7217%, with the swap maturing on April 12, 2031.

Which underwriters were involved in the Ares Capital (ARCC) notes offering?

The notes were sold under a Purchase Agreement dated January 5, 2026 among Ares Capital Corporation, Ares Capital Management LLC, Ares Operations LLC and underwriters represented by BofA Securities, Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC, SMBC Nikko Securities America, Inc., and Wells Fargo Securities, LLC.

Under which registration statement were the Ares Capital 2031 notes offered?

The notes were offered and sold pursuant to Ares Capital’s Registration Statement on Form N-2 (File No. 333-279023), along with a preliminary prospectus supplement and a pricing term sheet filed on January 5, 2026.