ARCC Shareholders Authorize 25% Below-NAV Share Issuance for 12 Months

Rhea-AI Filing Summary

Ares Capital Corporation held a special meeting where shareholders authorized the board to sell or issue common stock at a price below the company's then-current net asset value per share, subject to limits. The authorization limits any such issuance to no more than 25% of outstanding common shares and is effective for a 12-month period expiring on August 8, 2026. The record date for voting showed 694,181,754 shares outstanding.

The inspector certified the vote: among all holders, 286,084,869 voted for, 63,903,043 against and 11,635,163 abstained. Excluding affiliated persons, the for vote was 279,483,225. The approval gives the board short-term flexibility to issue up to a capped amount of shares below NAV; it was adopted with clear but not unanimous support.

Insights

Financial Analyst

TL;DR Authorization provides capital-raising flexibility but may be dilutive if the company issues shares below NAV.

The vote empowers the board to issue up to 25% of outstanding shares at prices below then-current NAV for 12 months, a tool typically used to raise equity quickly. That flexibility can support balance-sheet initiatives or new investments, but issuing below NAV is dilutive to existing shareholders' per-share economic interest and could pressure market perception of NAV if executed. The recorded vote shows meaningful minority opposition, indicating some investor concern.

Corporate Governance Expert

TL;DR Governance action is procedural and time-limited; significant safeguards are the 25% cap and board approval requirement.

The measure is a standard shareholder authorization granting the board conditional issuance authority, constrained by a 25% cap and a 12-month sunset. Requiring board approval for any issuance preserves a governance check, but the ability to price below NAV shifts discretion to management and the board. The vote tallies, including abstentions and opposition, suggest the authorization passed with a clear majority but without unanimous endorsement from the shareholder base.

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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) August 8, 2025

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 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 8, 2025, 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 694,181,754 shares of common stock outstanding at the close of business on the record date, May 13, 2025. 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
286,084,869						63,903,043												11,635,163

All stockholders excluding shares held by affiliated persons:

FOR						AGAINST												ABSTAIN
279,483,225						63,903,043												11,635,163

The authorization will be effective for any such common stock issued during a twelve-month period expiring on August 8, 2026.

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 11, 2025
			By:			/s/ SCOTT C. LEM
			Name:			Scott C. Lem
			Title:			Chief Financial Officer and Treasurer

FAQ

What did ARCC shareholders approve at the special meeting?

Shareholders approved authorization for the board to sell or issue common stock below then-current net asset value, subject to limits.

How large is the authorization approved by ARCC shareholders?

The authorization limits issuances to no more than 25% of the company's then-outstanding common shares in the 12-month period.

What was the total number of outstanding shares used for the vote?

The record date showed 694,181,754 shares of common stock outstanding eligible to vote.

What were the vote totals for Proposal 1?

Among all stockholders, the vote was 286,084,869 for, 63,903,043 against and 11,635,163 abstaining.

How long is the authorization effective for ARCC?

The authorization is effective for a 12-month period expiring on August 8, 2026 for any common stock issued under the authorization.