Ares Capital holders OK stock sales below NAV cap

Ares Capital Corporation reported the results of a special meeting of stockholders held on August 13, 2026.

Rhea-AI Filing Summary

Ares Capital Corporation reported the results of a special meeting of stockholders held on August 13, 2026. Stockholders were asked to authorize the company, with board approval, to sell or issue common stock at a price below its then current net asset value per share, subject to limits.

The company stated that 718,022,845 shares of common stock were entitled to vote as of May 15, 2026. The proposal was approved, with all stockholders casting 287,240,274 votes for, 70,093,164 against, and 14,771,898 abstentions. Excluding shares held by affiliated persons, votes for totaled 279,480,234, with the same against and abstain counts.

The authorization is limited so that the number of shares issued does not exceed 25% of the then outstanding common stock and will be effective for any such issuances during a twelve-month period expiring on August 13, 2027.

Positive

• None.

Negative

• Stockholders authorized potential issuances of common stock below net asset value per share for up to 25% of outstanding shares over twelve months, which may create dilution for existing holders.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares entitled to vote: 718,022,845 shares Votes for proposal (all stockholders): 287,240,274 votes Votes against proposal (all stockholders): 70,093,164 votes +4 more

7 metrics

Shares entitled to vote 718,022,845 shares Common stock outstanding as of record date May 15, 2026

Votes for proposal (all stockholders) 287,240,274 votes Authorization to issue common stock below net asset value per share

Votes against proposal (all stockholders) 70,093,164 votes Authorization to issue common stock below net asset value per share

Abstentions (all stockholders) 14,771,898 votes Authorization to issue common stock below net asset value per share

Votes for (excluding affiliated persons) 279,480,234 votes Non-affiliated stockholder support for below-NAV issuance authorization

Issuance cap 25% of then outstanding shares Maximum number of common shares issuable under the authorization

Authorization period end August 13, 2027 End of twelve-month period for issuing common stock under authorization

Key Terms

net asset value per share, affiliated persons, Special Meeting of Stockholders, inspector of election

4 terms

net asset value per share financial

"to sell or otherwise issue shares of its common stock at a price below its then current net asset value per share"

Net asset value per share is the total value of a fund’s assets minus its liabilities, divided by the number of outstanding shares, so it represents what each share would be worth if the fund sold everything and paid its debts. Investors use it like a per-share “break-up” price to compare against the market trading price — if shares trade below NAV per share they may be seen as discounted, above it as a premium.

affiliated persons regulatory

"All stockholders excluding shares held by affiliated persons"

Special Meeting of Stockholders regulatory

"held its special meeting of stockholders (the “Special Meeting”)"

A special meeting of stockholders is an unscheduled gathering called to let shareholders vote on specific, often urgent company decisions—like mergers, major asset sales, changes to the board, or amendments to governing rules. Think of it as an emergency town hall where owners cast ballots in person or by mail/online; outcomes can materially change a company’s strategy, control or value, so investors pay close attention and may need to vote or adjust holdings accordingly.

inspector of election regulatory

"the Company’s inspector of election certified the vote tabulation"

An inspector of election is an independent individual or firm appointed to oversee and verify a company’s shareholder vote, acting like a neutral referee who counts ballots, confirms voter eligibility, and certifies the official results. Investors care because the inspector’s work ensures votes on key issues — such as board members, mergers or executive pay — are tallied fairly and accurately, which protects shareholder rights and preserves confidence in corporate governance.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Ares Capital (ARCC) stockholders approve at the August 13, 2026 special meeting?

Stockholders approved an authorization allowing Ares Capital to sell or issue common stock below net asset value per share, with board approval, subject to a 25% cap on the number of shares issued relative to then outstanding common stock.

How many Ares Capital (ARCC) shares were entitled to vote at the special meeting?

A total of 718,022,845 shares of Ares Capital common stock were entitled to vote, based on shares outstanding at the close of business on the record date of May 15, 2026.

What were the voting results for Ares Capital’s proposal to issue stock below NAV?

For all stockholders, the proposal received 287,240,274 votes for, 70,093,164 against, and 14,771,898 abstentions. This vote authorized potential issuances of common stock below net asset value per share, subject to specified limits.

How did Ares Capital (ARCC) votes look excluding affiliated persons’ shares?

Excluding shares held by affiliated persons, the proposal received 279,480,234 votes for, 70,093,164 against, and 14,771,898 abstentions, indicating approval of the below-NAV issuance authorization by non-affiliated stockholders.

What limitations apply to Ares Capital’s newly approved stock issuance authority?

The authorization limits issuances so that the number of shares does not exceed 25% of then outstanding common stock and applies only to common stock issued during a twelve-month period ending on August 13, 2027.

When does Ares Capital’s authorization to issue stock below NAV expire?

The authorization is effective only for common stock issuances during a twelve-month period expiring on August 13, 2027, after which new approval would be required for similar issuances.

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

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Available on EDGAR 08/14/2026 - 04:41 PM Accepted by SEC EDGAR 08/14/2026 - 04:37 PM Learn about SEC filing dates

0001287750FALSE00012877502026-08-132026-08-13

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) August 13, 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):

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

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

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

o  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 o

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. o

Item 5.07 Submission of Matters to a Vote of Security Holders.

Special Meeting of Stockholders

On August 13, 2026, Ares Capital Corporation (the “Company”) held its special meeting of stockholders (the “Special Meeting”). The issued and outstanding shares of stock of the Company entitled to vote at the Special Meeting consisted of the 718,022,845 shares of common stock outstanding at the close of business on the record date, May 15, 2026. At the Special Meeting, the Company’s stockholders voted on the following proposal and the Company’s inspector of election certified the vote tabulation indicated below.

Proposal 1

The proposal to authorize the Company, with the approval of its board of directors, to sell or otherwise issue shares of its common stock at a price below its then current net asset value per share subject to certain limitations (including, without limitation, that the number of shares issued does not exceed 25% of its then outstanding shares of common stock) was approved, based on the following votes:

All stockholders:

FOR						AGAINST												ABSTAIN
287,240,274						70,093,164												14,771,898

All stockholders excluding shares held by affiliated persons:

FOR						AGAINST												ABSTAIN
279,480,234						70,093,164												14,771,898

The authorization will be effective for any such common stock issued during a twelve-month period expiring on August 13, 2027.

SIGNATURE

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: August 14, 2026
			By:			/s/ SCOTT C. LEM
			Name:			Scott C. Lem
			Title:			Chief Financial Officer and Treasurer

Filing Exhibits & Attachments

3 documents

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• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.0 KB
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