Ares Capital (NASDAQ: ARCC) resets $708.7M direct lending CLO

Rhea-AI Filing Summary

Ares Capital Corporation, through wholly owned subsidiary Ares Direct Lending CLO 1 LLC, completed a refinancing of its approximately $708.7 million term debt securitization on July 17, 2026. The reset establishes a new on-balance-sheet collateralized loan obligation structure maturing on July 25, 2038.

The transaction includes issuance of $267.0 million of Class A-1-R notes at Term SOFR plus 1.46%, $24.5 million of Class A-2-R notes at Term SOFR plus 1.70%, $45.5 million of Class B-R notes at Term SOFR plus 1.90%, and $7.1 million of additional Subordinated Notes, alongside $139.0 million of Class A-1-LR term loans at Term SOFR plus 1.46%, all due July 25, 2038.

The secured notes and loans are backed by a diversified portfolio of first lien senior secured loans contributed on May 24, 2024, with principal collections available through July 25, 2031 to purchase new collateral under Ares Capital Management LLC’s asset management mandate. Net proceeds were used to redeem in full $406.0 million of Class A and $70.0 million of Class B 2036 notes, fund ADL CLO 1 accounts, and pay related fees and expenses. Ares Capital retained all subordinated CLO notes, and the asset manager has agreed to waive management fees from ADL CLO 1.

Filing Explained

The July 17 8-K states that the 2038 CLO notes were issued without registration under the Securities Act or state securities laws. They therefore cannot be offered or sold in the United States unless registered or covered by an applicable exemption; this is issuance of financing securities, not a registration for public resale.

8-K Event Classification

3 items: 1.01, 2.03, 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 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 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Refinanced term debt securitization: $708.7 million Class A-1-R Senior Notes: $267.0 million Class A-2-R Senior Notes: $24.5 million +5 more

8 metrics

Refinanced term debt securitization $708.7 million Approximate size of ADL CLO 1 term debt securitization refinanced on July 17, 2026

Class A-1-R Senior Notes $267.0 million Floating rate notes due July 25, 2038 at Term SOFR plus 1.46%

Class A-2-R Senior Notes $24.5 million Floating rate notes due July 25, 2038 at Term SOFR plus 1.70%

Class B-R Senior Notes $45.5 million Floating rate notes due July 25, 2038 at Term SOFR plus 1.90%

Additional Subordinated Notes $7.1 million Additional subordinated notes due July 25, 2038, held by Ares Capital

Existing Subordinated Notes $225.6 million Existing subordinated notes issued by ADL CLO 1 and combined with new subordinated notes

Class A-1-LR term loans $139.0 million Term loans under July 2038 Class A-1-LR Credit Agreement at Term SOFR plus 1.46%

Redeemed 2036 CLO notes $406.0 million Class A and $70.0 million Class B Principal amounts of ADL CLO 1 2036 notes redeemed using reset proceeds

Key Terms

collateralized loan obligation, Term SOFR, Subordinated Notes, Asset Management Agreement, +2 more

6 terms

collateralized loan obligation financial

"The ADL CLO 1 Debt Securitization is also known as a collateralized loan obligation"

A collateralized loan obligation (CLO) is a financial product that bundles many corporate loans into a single pool and then sells pieces of that pool to investors, with each piece offering different levels of risk and return. Think of it like a large box of varied loans sliced into portions so investors can choose higher safety with lower yield or higher reward with more risk; CLO performance matters because it concentrates credit and interest-rate risk and affects income stability for holders.

Term SOFR financial

"bear interest at Term SOFR (as defined in the July 2038 CLO Indenture) plus 1.46%"

Term SOFR is a benchmark interest rate that reflects the cost of borrowing money over a specific period, based on actual transactions in the financial markets. It is used by lenders and borrowers to set the interest rates on loans and financial contracts, helping to ensure rates are fair and transparent. For investors, understanding term SOFR helps gauge borrowing costs and the overall direction of interest rates in the economy.

Subordinated Notes financial

"an additional $7.1 million of additional Subordinated Notes due July 25, 2038"

Subordinated notes are loans companies issue that rank below other debts for repayment, meaning holders get paid only after higher-priority creditors if the issuer runs into trouble. Because they act like being farther back in line at a buffet, they usually offer higher interest to compensate for greater risk, so investors watch them for potential higher returns but also increased chance of loss and sensitivity to the issuer’s financial health.

Asset Management Agreement financial

"in its capacity as asset manager under an asset management agreement (as amended, the “Asset Management Agreement”)"

An asset management agreement is a legal contract between an asset owner and a professional manager that sets out how investments will be handled, what the manager is allowed to buy or sell, the fees and performance rules, reporting requirements, and how either party can end the relationship. For investors it matters because those terms determine costs, decision-making authority, risk limits and incentives—similar to hiring a property manager for your investments—and directly influence returns and accountability.

Master Purchase and Sale Agreement financial

"pursuant to the terms of a master purchase and sale agreement (the “Master Purchase Agreement”)"

Collateral Administration Agreement financial

"under a collateral administration agreement (as amended and restated, the “Collateral Administration Agreement”)"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/22/2026 - 05:24 PM Accepted by SEC EDGAR 07/22/2026 - 05:23 PM Learn about SEC filing dates

FAQ

What did Ares Capital (ARCC) announce regarding its ADL CLO 1 financing?

Ares Capital completed a refinancing of approximately $708.7 million of term debt through Ares Direct Lending CLO 1 LLC, creating a reset collateralized loan obligation structure maturing in 2038 backed by first lien senior secured loans.

What new CLO notes did Ares Capital (ARCC) issue in the July 2038 structure?

ADL CLO 1 issued $267.0 million Class A-1-R notes at Term SOFR + 1.46%, $24.5 million Class A-2-R at Term SOFR + 1.70%, $45.5 million Class B-R at Term SOFR + 1.90%, and $7.1 million of additional Subordinated Notes, all due July 25, 2038.

What term loan financing is included in the Ares Capital (ARCC) CLO reset?

ADL CLO 1 entered into a Class A-1-LR Credit Agreement providing $139.0 million of term loans bearing interest at Term SOFR plus 1.46%, scheduled to mature on July 25, 2038, which may be converted into Class A-1-R notes subject to conditions.

How will Ares Capital (ARCC) use principal collections in the ADL CLO 1 structure?

Through July 25, 2031, principal collections on the loan collateral may be used by ADL CLO 1 to purchase new collateral under Ares Capital Management LLC’s asset management mandate, including additional loans purchased from Ares Capital under a master purchase and sale agreement.

How were the net proceeds of the Ares Capital (ARCC) CLO reset applied?

Net proceeds were used to redeem in full $406.0 million of Class A and $70.0 million of Class B senior secured notes due 2036, fund deposits into various ADL CLO 1 accounts, and pay fees and expenses related to the reset transaction.

Did Ares Capital (ARCC) retain any interests in the ADL CLO 1 transaction?

Ares Capital retained all July 2038 Subordinated CLO Notes, which are unsecured obligations of ADL CLO 1 and are eliminated on consolidation, and its affiliate Ares Capital Management LLC agreed to waive management fees from ADL CLO 1.

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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) July 17, 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 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 July 17, 2026 (the “Refinancing Date”), Ares Direct Lending CLO 1 LLC (“ADL CLO 1”), a wholly owned, consolidated subsidiary of Ares Capital Corporation (the “Company”), completed a refinancing of its approximately $708.7 million term debt securitization (as refinanced, the “ADL CLO 1 Debt Securitization” and such refinancing, the “ADL CLO 1 Reset Transaction”). The ADL CLO 1 Debt Securitization is also known as a collateralized loan obligation and is an on-balance-sheet financing incurred by the Company.

The notes offered in the ADL CLO 1 Reset Transaction were issued by ADL CLO 1 pursuant to an amended and restated indenture and security agreement (the “July 2038 CLO Indenture”), dated as of the Refinancing Date, among ADL CLO 1, as issuer, and U.S. Bank Trust Company, National Association (“U.S. Bank”), as collateral trustee, and include (i) $267.0 million of Class A-1-R Senior Floating Rate Notes due July 25, 2038 that were issued to third parties and bear interest at Term SOFR (as defined in the July 2038 CLO Indenture) plus 1.46% (the “July 2038 Class A-1-R CLO Notes”); (ii) $24.5 million of Class A-2-R Senior Floating Rate Notes due July 25, 2038 that were issued to third parties and bear interest at Term SOFR plus 1.70% (the “July 2038 Class A-2-R CLO Notes” and, together with the July 2038 Class A-1-R CLO Notes, the “July 2038 Class A CLO Notes”); (iii) $45.5 million of Class B-R Senior Floating Rate Notes due July 25, 2038 that were issued to third parties and bear interest at Term SOFR plus 1.90% (the “July 2038 Class B CLO Notes” and, together with the July 2038 Class A CLO Notes, the “July 2038 Secured CLO Notes”); and (iv) an additional $7.1 million of additional Subordinated Notes due July 25, 2038, which do not bear interest (together with the $225.6 million of existing Subordinated Notes issued by ADL CLO 1, the “July 2038 Subordinated CLO Notes” and, together with the July 2038 Secured CLO Notes, the “July 2038 CLO Notes”). The Company retained all of the July 2038 CLO Subordinated Notes, which are unsecured obligations of ADL CLO 1 and will accordingly be eliminated on consolidation.

In connection with the ADL CLO 1 Reset Transaction, ADL CLO 1 also entered into a credit agreement (the “July 2038 Class A-1-LR Credit Agreement”) dated as of the Refinancing Date, by and among ADL CLO 1, as borrower, the lenders from time to time party thereto, and U.S. Bank, as loan agent and collateral trustee, pursuant to which it incurred $139.0 million of Class A-1-LR term loans (the “July 2038 Class A-1-LR Loans”), which bear interest at Term SOFR plus 1.46% and are scheduled to mature on July 25, 2038. The July 2038 Class A-1-LR Loans may be converted by the lender into July 2038 Class A-1-R CLO Notes, subject to certain conditions under the July 2038 CLO Indenture and the July 2038 Class A-1-LR Credit Agreement.

The July 2038 Secured CLO Notes and the July 2038 Class A-1-LR Loans are the secured obligations of ADL CLO 1 and are backed by a diversified portfolio currently composed of first lien senior secured loans contributed by the Company to ADL CLO 1 on May 24, 2024 pursuant to the terms of a contribution agreement (the “Contribution Agreement”). The July 2038 CLO Indenture contains certain conditions pursuant to which additional loans can be acquired by ADL CLO 1, in accordance with rating agency criteria or as otherwise agreed with certain institutional investors who purchased the July 2038 Secured CLO Notes. Through July 25, 2031, all principal collections received on the underlying collateral may be used by ADL CLO 1 to purchase new collateral under the direction of Ares Capital Management LLC, the Company’s investment adviser, in its capacity as asset manager (the “Asset Manager”) to ADL CLO 1 under an asset management agreement (as amended, the “Asset Management Agreement”) and in accordance with the Company’s investment strategy, including additional collateral that may be purchased from the Company, pursuant to the terms of a master purchase and sale agreement (the “Master Purchase Agreement”) between the Company as seller and ADL CLO 1 as buyer. The Asset Manager has agreed to waive any management fees from ADL CLO 1. U.S. Bank (the “Collateral Administrator”) continues to serve as collateral administrator for ADL CLO 1 under a collateral administration agreement (as amended and restated, the “Collateral Administration Agreement”) among ADL CLO 1, the Asset Manager and the Collateral Administrator.

The July 2038 CLO Indenture and July 2038 Class A-1-LR Credit Agreement include customary covenants and events of default. The July 2038 CLO Notes have not been, and will not be, registered under the Securities Act of 1933, as amended, or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from registration.

ADL CLO 1 used the net proceeds of the ADL CLO 1 Reset Transaction to (a) redeem in full ADL CLO 1’s existing (i) $406.0 million principal amount of Class A Senior Secured Floating Rate Notes due 2036; and (ii) $70.0 million of Class B Senior Secured Floating Rate Notes due 2036; (b) fund deposits into various accounts of ADL CLO 1 and (c) pay certain fees and expenses in connection with the ADL CLO 1 Reset Transaction.

The foregoing descriptions of the Contribution Agreement, the July 2038 CLO Indenture, the July 2038 Class A-1-LR Credit Agreement, the July 2038 Class A CLO Notes, the July 2038 Class B CLO Notes, the July 2038 Subordinated CLO Notes, the Asset Management Agreement, the Collateral Administration Agreement and the Master Purchase Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Contribution Agreement, the July 2038 CLO Indenture, the July 2038 Class A-1-LR Credit Agreement, the July 2038 Class A CLO Notes, the July 2038 Class B CLO Notes, the July 2038 Subordinated CLO Notes, the Asset Management Agreement, the Collateral Administration Agreement and the Master Purchase Agreement, respectively, each filed as exhibits hereto or included within such exhibits, as applicable, and incorporated into this Current Report on Form 8-K by reference.

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

The information included under Item 1.01 above is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit Number		Description
4.1		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
4.2		Form of Class A-1-R Senior Floating Rate Notes due 2038 (contained in the Indenture filed as Exhibit 4.1 hereto)
4.3		Form of Class A-2-R Senior Floating Rate Notes due 2038 (contained in the Indenture filed as Exhibit 4.1 hereto)
4.4		Form of Class B-R Senior Floating Rate Notes due 2038 (contained in the Indenture filed as Exhibit 4.1 hereto)
4.5		Form of Subordinated Notes due 2038 (contained in the Indenture filed as Exhibit 4.1 hereto)
10.1		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
10.2		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
10.3		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
10.4		Master Purchase and Sale Agreement, dated as of May 24, 2024, by and between Ares Capital Corporation, as seller, and Ares Direct Lending CLO 1 LLC, as buyer (incorporated by reference to Exhibit 10.3 of Ares Capital Corporation Current Report on Form 8-K filed on May 31, 2024)
10.5		Contribution Agreement, dated as of May 24, 2024, by and between Ares Capital Corporation, as transferor, and Ares Direct Lending CLO 1 LLC, as transferee (incorporated by reference to Exhibit 10.4 of Ares Capital Corporation Current Report on Form 8-K filed on May 31, 2024)
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: July 22, 2026
	By:	/s/ Scott C. Lem
	Name:	Scott C. Lem
	Title:	Chief Financial Officer and Treasurer

Filing Exhibits & Attachments

7 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 357.8 KB
• EX-10.2 EXHIBIT 10.2 164.1 KB
• EX-10.3 EXHIBIT 10.3 250.2 KB

Other Documents

• EX-4.1 EXHIBIT 4.1 2.0 MB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB