MidCap Financial agrees to roughly $2.6B Ares Capital merger

Qualifying post-signing tax dividends would reduce the acquirer’s stock consideration; MFIC stockholder approval remains a closing condition.

Rhea-AI Filing Summary

MidCap Financial Investment Corporation (MFIC) agreed to merge with Ares Capital Corporation, the acquirer, in a transaction with approximately $2.6 billion in total enterprise value. If completed, MFIC stockholders would receive $10.88 per fully diluted share: approximately $1.21 in cash and approximately $9.67 in Ares Capital common stock, with the stock portion reduced for qualifying MFIC tax dividends. The exchange ratio is tied to Ares Capital’s net asset value per share and share price; MFIC holders share 50% of any share-price premium up to 104.5% of net asset value, with maximum stock value equal to 102.25% of net asset value.

Both boards unanimously approved the agreement. Closing is expected in the first half of 2027, subject to MFIC stockholder approval and other conditions. MFIC suspended its share repurchase program. Apollo Principal Holdings A, L.P. and MidCap Financial Trust, Apollo affiliates that together beneficially own approximately 5.2% of MFIC common stock, agreed to vote for the merger and against competing proposals. MFIC’s preliminary net asset value estimate was approximately $12.86 per share as of September 30, 2026. Under specified termination circumstances, MFIC must pay Ares Capital a $31,360,000 fee.

1 point · 1 major

PositiveiHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

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0 major · 0 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Major point. Forward-looking: it has not happened yet and may not happen.Proposed deal: MFIC’s approximately 30.1% premium to its October 26, 2026 close.

Negative

• None.

Filing Explained

If completed, former MFIC holders are expected to own about five percent of the combined company, excluding the effect of MFIC’s special dividend.

The merger agreement is signed but the transaction has not closed; Ares Capital may issue up to approximately 41 million shares, and the release estimates MFIC holders would own about 5% of the combined company without accounting for MFIC’s special dividend.

Wells Fargo separately agreed, subject to customary conditions, to provide $750 million in additional secured financing that could be used to support the transaction.

8-K Event Classification

4 items: 1.01, 2.02, 7.01, 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 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Total enterprise value: Approximately $2.6 billion Total merger consideration: $10.88 per fully diluted share Cash consideration: Approximately $1.21 per share +5 more

8 metrics

Total enterprise value Approximately $2.6 billion Proposed transaction

Total merger consideration $10.88 per fully diluted share Stated consideration for MFIC stockholders

Cash consideration Approximately $1.21 per share Cash component of the merger consideration

Ares Capital stock consideration Approximately $9.67 per share Stock component, subject to adjustment for qualifying MFIC tax dividends

Premium to MFIC closing price Approximately 30.1% Compared with MFIC’s October 26, 2026 closing share price

Premium to MFIC 30-day volume-weighted average share price Approximately 25.8% For the period ending October 26, 2026

Preliminary estimated net asset value Approximately $12.86 per share MFIC estimate as of September 30, 2026

Potential Ares Capital shares Up to approximately 41 million shares Common stock potentially issued to MFIC stockholders; the expected total is lower after adjustment for the special dividend

Key Terms

Exchange Ratio, Post-Signing Tax Dividend Amount, regulated investment company, volume-weighted average share price, +1 more

5 terms

Exchange Ratio financial

"The Exchange Ratio will be determined as of a date mutually agreed by the parties"

The exchange ratio is the number used to decide how many shares of one company you get for each share you own in another company during a merger or acquisition. It’s like a recipe that tells you how to swap shares fairly, ensuring both companies’ values are balanced. This ratio matters because it determines how ownership divides between the companies' shareholders.

Post-Signing Tax Dividend Amount financial

"the aggregate per share amount of any Tax Dividend declared after the date of the Merger Agreement"

regulated investment company regulatory

"maintain its qualification as a regulated investment company under the Code"

A regulated investment company is a type of pooled investment (like a mutual fund or ETF) that meets specific tax-law rules allowing it to pass most income, gains and losses directly to shareholders instead of being taxed at the company level. For investors this matters because it affects how distributions are taxed, how often income is paid, and the overall net return—think of it like a collective account that funnels earnings straight to owners rather than keeping profits inside a separate corporate layer.

volume-weighted average share price financial

"30-day volume-weighted average share price for the period ending October 26, 2026"

Volume-weighted average share price (VWAP) is the average price a stock trades at over a given period, where each trade’s price is weighted by how many shares changed hands; bigger trades count more than smaller ones. Investors use it as a benchmark to judge whether a trade executed at a good price and to spot short-term market direction—think of it like a weighted classroom average where students with more credits influence the final grade more.

total enterprise value financial

"total enterprise value of approximately $2.6 billion"

FAQ

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

What approvals and conditions apply to the MFIC-Ares Capital merger?

MFIC stockholder approval is required, and closing is also subject to regulatory and other conditions. These include authorization to list the acquirer’s common stock on the Nasdaq Global Select Market, effectiveness of the Form N-14 registration statement, expiration or termination of the Hart-Scott-Rodino waiting period, absence of certain legal impediments, accuracy of the parties’ representations and warranties, covenant compliance, and certain third-party consents for the acquirer.

How could an MFIC special dividend affect the merger stock consideration?

The stock portion is reduced by the aggregate per-share amount of MFIC tax dividends declared after the merger agreement date with a record date on or before closing, excluding regular quarterly dividends. MFIC will declare one or more dividends before closing to distribute previously undistributed investment company taxable income, any prior-year shortfall and net capital gain, and maintain its regulated investment company qualification.

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

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Available on EDGAR 10/27/2026 - 06:41 AM EDT Accepted by SEC EDGAR 10/27/2026 - 06:40 AM EDT Learn about SEC filing dates

MidCap Financial Investment Corp false 0001278752 0001278752 2026-10-26 2026-10-26 0001278752 us-gaap:CommonStockMember 2026-10-26 2026-10-26 0001278752 us-gaap:DeferrableNotesMember 2026-10-26 2026-10-26

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): October 26, 2026

MidCap Financial Investment Corporation

(Exact name of Registrant as specified in its charter)

Maryland		814-00646		52-2439556
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

9 West 57th Street
New York, New York		10019
(Address of principal executive offices)		(Zip Code)

(Registrant’s telephone number, including area code): (212) 515-3200

None

(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(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		MFIC		NASDAQ Global Select Market
8.00% Notes due 2028		MFICL		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.

Agreement and Plan of Merger

On October 26, 2026, MidCap Financial Investment Corporation, a Maryland corporation (“MFIC”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Ares Capital Corporation, a Maryland corporation (“ARCC”); Union Acquisition Sub Inc., a Maryland corporation and a direct wholly-owned subsidiary of ARCC (“Acquisition Sub 1”); Union Acquisition Sub LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of ARCC (“Acquisition Sub 2”); and, solely for the limited purposes set forth therein, Ares Capital Management LLC, a Delaware limited liability company and the external investment adviser to ARCC (“ACM”).

The Merger Agreement provides that, subject to the conditions set forth in the Merger Agreement, at the effective time of the First Merger (the “Effective Time”), Acquisition Sub 1 will be merged with and into MFIC (the “First Merger”), with MFIC continuing as the surviving company and as a wholly-owned subsidiary of ARCC. Immediately after the Effective Time, MFIC will merge with and into Acquisition Sub 2 (the “Second Merger” and, together with the First Merger, the “Mergers”), with Acquisition Sub 2 continuing as the surviving company and as a wholly-owned subsidiary of ARCC. The board of directors of MFIC (the “MFIC Board”), on the recommendation of a special committee comprised solely of disinterested directors of MFIC (the “Special Committee”), has unanimously approved, among other things, the Merger Agreement and the transactions contemplated thereby, including the Mergers (the “Transactions”). The board of directors of ARCC has also unanimously approved the Merger Agreement and the Transactions. The parties to the Merger Agreement intend for the Mergers, taken together, to be treated as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). Holders of MFIC Common Stock (as defined below) will not be entitled to appraisal or objecting stockholder rights in connection with the Mergers.

Merger Consideration

Subject to the terms and conditions of the Merger Agreement, at the Effective Time, each share of common stock, par value $0.001 per share, of MFIC (“MFIC Common Stock”) issued and outstanding immediately prior to the Effective Time (other than shares held by a subsidiary of MFIC or held, directly or indirectly, by ARCC or Acquisition Sub 1) will be converted into the right to receive (i) $1.21 in cash, without interest, to be paid by ACM (the “Cash Consideration”), and (ii) a number of validly issued, fully paid and non-assessable shares of common stock, par value $0.001 per share, of ARCC (“ARCC Common Stock”) equal to the Exchange Ratio (as defined below), with cash to be paid in lieu of fractional shares, if applicable (together with the Cash Consideration, the “Merger Consideration”). Based on the terms of the Merger Agreement, as of the date of the Merger Agreement, the Merger Consideration represents total consideration of $10.88 per fully diluted share of MFIC Common Stock, consisting of approximately $1.21 per share in cash and approximately $9.67 per share in ARCC Common Stock, subject to adjustment as described below.

The “Exchange Ratio” will be determined as of a date mutually agreed by the parties that is no earlier than 48 hours (excluding Sundays and holidays) prior to the Effective Time, based on ARCC’s net asset value per share (“ARCC NAV”) and the closing price of ARCC Common Stock on that date (the “ARCC Price”), as follows: (1) if the ARCC Price is less than or equal to 100% of ARCC NAV, the Exchange Ratio will equal $9.67 less the Post-Signing Tax Dividend Amount (as defined below), divided by ARCC NAV; (2) if the ARCC Price is greater than 100% but less than or equal to 104.5% of ARCC NAV, the Exchange Ratio will equal the product of (A) $9.67 less the Post-Signing Tax Dividend Amount and (B) 1.00 plus 50% of the premium of the ARCC Price to ARCC NAV, divided by the ARCC Price; and (3) if the ARCC Price is greater than 104.5% of ARCC NAV, the Exchange Ratio will equal the product of (A) $9.67 less the Post-Signing Tax Dividend Amount and (B) 102.25%, divided by the ARCC Price.

Tax Distribution

Prior to the closing of the Mergers, MFIC will declare one or more dividends in order to distribute all of its previously undistributed investment company taxable income, any prior year shortfall and net capital gain and to maintain its qualification as a “regulated investment company” under the Code (any such dividend, a “Tax

Dividend”). The stock portion of the Merger Consideration will be reduced by the aggregate per share amount of any Tax Dividend declared after the date of the Merger Agreement with a record date on or prior to the closing date, excluding regular quarterly dividends (the “Post-Signing Tax Dividend Amount”).

Termination Rights

The Merger Agreement contains customary termination rights for each of MFIC and ARCC, including if the First Merger has not been consummated within nine months after the date of the Merger Agreement (subject to an automatic three-month extension in certain circumstances), or if MFIC’s stockholders do not approve the Mergers. MFIC may terminate the Merger Agreement, prior to obtaining stockholder approval, to enter into a definitive agreement providing for a superior proposal, on the terms and conditions set forth in the Merger Agreement. ARCC may terminate the Merger Agreement if, among other things, the MFIC Board changes its recommendation. MFIC will be required to pay ARCC a termination fee of $31,360,000 upon termination of the Merger Agreement under certain specified circumstances.

Representations, Warranties and Covenants

The Merger Agreement contains customary representations and warranties by each of MFIC, ARCC, Acquisition Sub 1, Acquisition Sub 2 and ACM, subject to specific exceptions and qualifications. The Merger Agreement also contains customary covenants, including, among others, covenants relating to the operation of each of MFIC’s and ARCC’s businesses during the period prior to closing of the Mergers, the preparation of a registration statement on Form N-14 (the “Registration Statement”) and the holding of a special meeting of the stockholders of MFIC. MFIC has agreed to convene and hold a stockholder meeting for the purpose of obtaining the approval of the Mergers by MFIC’s stockholders and has agreed to recommend that its stockholders approve the Mergers. MFIC has also agreed to suspend its share repurchase program.

The Merger Agreement includes restrictions on the ability of MFIC or its subsidiaries to solicit proposals for alternative transactions or initiate or otherwise engage in discussions regarding such proposals, subject to exceptions and termination provisions. However, the MFIC Board, acting upon the recommendation of the Special Committee, may, subject to certain conditions, change its recommendation to MFIC’s stockholders, terminate the Merger Agreement and enter into an agreement with respect to a superior proposal, or change its recommendation in response to an intervening event if it determines in good faith, after consultation with its financial advisor and outside legal counsel, that the failure to do so would reasonably be expected to be inconsistent with the directors’ duties under applicable law.

Conditions to the Mergers

Consummation of the Mergers, which is currently anticipated to occur during the first half of calendar year 2027, is subject to certain closing conditions, including, but not limited to, (1) requisite approval of MFIC’s stockholders, (2) the authorization for listing on the NASDAQ Global Select Market of the ARCC Common Stock to be issued as consideration in the First Merger, (3) effectiveness of the Registration Statement for the ARCC Common Stock to be issued as consideration in the First Merger, (4) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (5) the absence of certain legal impediments to the consummation of the Mergers and (6) subject to certain exceptions, the accuracy of the representations and warranties and compliance with the covenants of each party to the Merger Agreement. The obligation of ARCC to consummate the Mergers is further conditioned upon the receipt of certain third party consents.

General

The foregoing summary description of the Merger Agreement and the transactions contemplated thereby is subject to and qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and the terms of which are incorporated herein by reference.

The Merger Agreement has been filed as Exhibit 2.1 to this Current Report on Form 8-K in order to provide investors and security holders with information regarding its terms. It is not intended to provide any other information about the parties thereto or their respective subsidiaries and affiliates. The Merger Agreement contains

representations, warranties, covenants and agreements that were made only for purposes of the Merger Agreement and as of specific dates; were solely for the benefit of the parties to the Merger Agreement (except as may be expressly set forth in the Merger Agreement); may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors and security holders should not rely on such representations, warranties, covenants or agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any of the parties to the Merger Agreement or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties, covenants and agreements may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures by the parties to the Merger Agreement.

Voting Agreements

Concurrently with the execution of the Merger Agreement, Apollo Principal Holdings A, L.P. and MidCap Financial Trust, each an affiliate of Apollo Global Management, Inc., which together beneficially own approximately 5.2% of the outstanding shares of MFIC Common Stock, each entered into voting and support agreements with ARCC (the “Voting Agreements”), pursuant to which each has agreed, subject to the terms and conditions set forth therein, to vote its shares of MFIC Common Stock in favor of the Mergers and against any competing proposal.

The foregoing summary description of the Voting Agreements is subject to and qualified in its entirety by reference to the form of Voting Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and the terms of which are incorporated herein by reference.

Item 2.02. Results of Operations and Financial Condition.

On October 27, 2026, MFIC and ARCC issued a joint press release in which MFIC announced preliminary financial results for MFIC by releasing its estimated net asset value per share as of September 30, 2026. A copy of the press release is furnished herewith as Exhibit 99.1.

The information disclosed under this Item 2.02, including Exhibit 99.1 hereto, is being “furnished” and is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor is it deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 7.01. Regulation FD Disclosure.

On October 27, 2026, MFIC and ARCC issued a joint press release announcing entry into the Merger Agreement. A copy of the press release is furnished herewith as Exhibit 99.1.

The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being “furnished” and is not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor is it deemed incorporated by reference into any filing under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Forward Looking Statements

Some of the statements in this document constitute forward-looking statements because they relate to future events, future performance or financial condition. The forward-looking statements may include statements as to future operating results of ARCC and MFIC and, following the closing of the Mergers, the combined company, and distribution projections; business prospects of ARCC and MFIC, and the prospects of their portfolio companies; and the impact of the investments that ARCC and MFIC expect to make. In addition, words such as “anticipate,” “believe,” “expect,” “seek,” “plan,” “should,” “estimate,” “project,” “intend,” “may,” “will” and “would” indicate forward-looking statements, although not all forward-looking statements include these words. The forward-looking

statements contained in this document involve risks and uncertainties. Certain factors could cause actual results and conditions to differ materially from those projected, including the uncertainties associated with (i) the ability of the parties to consummate the Mergers on the expected timeline, or at all; (ii) the failure of MFIC stockholders to approve the Mergers; (iii) the possibility that any or all of the various conditions to the consummation of the Mergers, including the receipt of any required regulatory approvals and third-party consents, may not be satisfied or waived; (iv) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, including circumstances requiring MFIC to pay a termination fee; (v) the possibility that competing offers or acquisition proposals for MFIC will be made; (vi) the ability to realize the anticipated benefits of the Mergers; (vii) the Post-Signing Tax Dividend Amount, the NAV per share of ARCC and the trading price of ARCC Common Stock, each of which will affect the number of shares of ARCC Common Stock issued in the Mergers; (viii) risks related to diverting management’s attention from ongoing business operations and the effect of the announcement or pendency of the Mergers on the business relationships, operating results and business generally of ARCC and MFIC; (ix) the combined company’s plans, expectations, objectives and intentions as a result of the Mergers, including the integration of MFIC’s portfolio; (x) the future operating results and net investment income projections of ARCC, MFIC or, following the closing of the Mergers, the combined company; (xi) the ability of Ares Management Corporation to implement its future plans with respect to the combined company and to attract and retain highly talented professionals; (xii) the business prospects of ARCC, MFIC or the combined company and the ability of their portfolio companies to achieve their objectives; (xiii) the expected financings and investments and additional leverage that ARCC, MFIC or the combined company may seek to incur in the future; (xiv) the adequacy of the cash resources and working capital of ARCC, MFIC or the combined company; (xv) the timing of cash flows, if any, from the operations of the portfolio companies of ARCC, MFIC or the combined company; (xvi) the ability of ARCC and the combined company to maintain their qualification as a business development company under the Investment Company Act of 1940, as amended, and as a regulated investment company under Subchapter M of the Code; (xvii) general economic, political and market conditions, including changes in interest rates and credit spreads; (xviii) future changes in laws or regulations (including the interpretation of these laws and regulations by regulatory authorities); (xix) the risk that stockholder litigation in connection with the Mergers may result in significant costs of defense and liability; and (xx) such other factors as are described under the heading “Risk Factors” in ARCC’s and MFIC’s respective annual reports on Form 10-K, quarterly reports on Form 10-Q and other filings with the SEC. ARCC and MFIC have based the forward-looking statements included in this document on information available to them on the date hereof, and they assume no obligation to update any such forward-looking statements. Although ARCC and MFIC undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that they may make directly to you or through reports that ARCC and/or MFIC in the future may file with the SEC, including the Proxy Statement/Prospectus and the Registration Statement (in each case, as defined below), annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

No Offer or Solicitation

This document is not, and under no circumstances is it to be construed as, a prospectus or an advertisement and the communication of this document is not, and under no circumstances is it to be construed as, an offer to sell or a solicitation of an offer to purchase any securities in ARCC, MFIC or in any fund or other investment vehicle managed by Ares Management Corporation, Apollo Global Management, Inc. or any of their respective affiliates.

Additional Information and Where to Find It

This document relates to the proposed Mergers and certain related matters (the “Proposals”). In connection with the Proposals, ARCC will file with the SEC the Registration Statement that will include a proxy statement of MFIC and a prospectus of ARCC (the “Proxy Statement/Prospectus”), and MFIC will mail the Proxy Statement/Prospectus to its stockholders. The Proxy Statement/Prospectus and the Registration Statement will each contain important information about ARCC, MFIC and the Proposals. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. STOCKHOLDERS OF MFIC ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND REGISTRATION STATEMENT, AND OTHER DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE

BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ARCC, MFIC AND THE PROPOSALS. Investors and security holders will be able to obtain the documents filed with the SEC free of charge at the SEC’s website, http://www.sec.gov or, for documents filed by ARCC, from ARCC’s website at https://arcc.ares.com/, and, for documents filed by MFIC, from MFIC’s website at https://www.midcapfinancialic.com.

Participants in the Solicitation

ARCC, MFIC and their respective directors and executive officers, other members of their management and employees, including certain employees and officers of Apollo Investment Management, L.P. and Ares Capital Management LLC and their respective affiliates may be deemed to be participants in the solicitation of proxies in connection with the Proposals. Information regarding the directors and executive officers of ARCC is available in its definitive proxy statement for its 2026 Annual Meeting of Stockholders, which was filed with the SEC on March 5, 2026. Information about the directors and executive officers of MFIC is set forth in its proxy statement for its 2026 Annual Meeting of Stockholders, which was filed with the SEC on April 30, 2026. To the extent holdings of securities by such directors or executive officers have changed since the amounts printed in ARCC’s 2026 proxy statement and MFIC’s 2026 proxy statement, such changes have been or will be reflected on Statements of Changes in Beneficial Ownership on Form 4 filed by such directors or executive officers, as the case may be, with the SEC. More detailed information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the Registration Statement and the Proxy Statement/Prospectus when such documents become available. These documents may be obtained free of charge from the sources indicated above.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Exhibit
2.1		Agreement and Plan of Merger by and among Ares Capital Corporation, Union Acquisition Sub Inc., Union Acquisition Sub LLC, MidCap Financial Investment Corporation and Ares Capital Management LLC (solely for the limited purposes set forth therein), dated as of October 26, 2026.
10.1		Form of Voting and Support Agreement, dated as of October 26, 2026, by and between Ares Capital Corporation and each of the stockholders of MidCap Financial Investment Corporation party thereto.
99.1		Joint Press Release of MidCap Financial Investment Corporation and Ares Capital Corporation, dated October 27, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MIDCAP FINANCIAL INVESTMENT CORPORATION
By:		/s/ Kristin M. Hester
Name:		Kristin M. Hester
Title:		Chief Legal Officer and Secretary

Date: October 27, 2026

Exhibit 99.1

Ares Capital Corporation Agrees to Acquire MidCap Financial Investment Corporation

Transaction Expected to Be Accretive to Ares Capital’s Core Earnings and Support Future Dividends

Enhances Scale, Diversification and Market Presence to Further Strengthen Ares Capital’s Position as the Largest Publicly Traded BDC and Ares Management’s Leading U.S. Direct Lending Platform

Purchase Price Represents a 30.1% Premium to MFIC’s Last Closing Price and a 25.8% Premium to MFIC’s 30-Day VWAP

NEW YORK – October 27, 2026 – Ares Capital Corporation (NASDAQ: ARCC) (“Ares Capital”) and MidCap Financial Investment Corporation (NASDAQ: MFIC) (“MFIC”) announced today that they have entered into a definitive merger agreement under which Ares Capital will acquire MFIC in a stock-and-cash transaction for a total enterprise value of approximately $2.6 billion (the “Transaction”). The Transaction is expected to further strengthen Ares Capital’s position as the largest publicly traded business development company (“BDC”) and Ares Management Corporation’s (NYSE: ARES) (“Ares Management”) broader position as a leading direct lending platform to U.S. middle-market companies. The Transaction has been unanimously approved by the Board of Directors of Ares Capital and the Board of Directors of MFIC, which did so on the unanimous recommendation of the Special Committee of MFIC independent directors.

Under the terms of the Transaction, MFIC stockholders are expected to receive total consideration of $10.88 per fully diluted share of MFIC common stock, consisting of approximately $1.21 per share in cash, provided by a subsidiary of Ares Management, and approximately $9.67 per share in Ares Capital common stock, as adjusted for the cash received from MFIC’s special dividend described below. Prior to closing, MFIC expects to declare and pay a special dividend to distribute to its stockholders all of its undistributed taxable income estimated to remain as of the closing of the Transaction, which is expected to be meaningful. The Ares Capital stock consideration will be reduced dollar-for-dollar to account for the special dividend, and the number of shares will be calculated based on an exchange ratio using a value for the Ares Capital common stock equal to the greater of (i) Ares Capital’s NAV per share prior to closing and (ii) Ares Capital’s share price. In addition, MFIC stockholders will share in 50% of any premium of Ares Capital’s share price in excess of NAV, up to 104.5% of NAV, which represents a maximum of 102.25% of NAV.

The consideration of $10.88 per MFIC share represents a premium of approximately 30.1% to MFIC’s closing share price on October 26, 2026, the last trading day prior to the announcement of the Transaction, and a premium of approximately 25.8% to MFIC’s 30-day volume-weighted average share price for the period ending October 26, 2026. MFIC’s preliminary estimate of net asset value per share as of September 30, 2026, is approximately $12.86.¹

¹  MFIC’s final net asset value per share as of September 30, 2026, will be reported in MFIC’s third quarter 2026 results, which MFIC expects to release on Thursday, November 5, 2026, and may differ from this preliminary estimate. The preliminary estimate provided herein has been prepared by, and is the responsibility of, MFIC’s management. This estimate is based solely on MFIC management’s preliminary determinations and has not been approved by the Board of Directors of MFIC. Consequently, the data set forth in MFIC’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026, may differ from this estimate, and any such differences may be material. Deloitte & Touche LLP, MFIC’s independent registered public accounting firm, has not audited, reviewed, compiled or performed any procedures with respect to this preliminary estimate.

Financially Attractive Combination with Significant Strategic Benefits

Ares Capital believes the Transaction will create compelling benefits for stockholders:

• Accretive to earnings and supports future dividends. The Transaction is expected to be modestly accretive to Ares Capital’s core earnings per share, further supporting future dividends. The combined company and its affiliates expect to benefit from MFIC’s portfolio of senior secured investments with compelling current yields.

• Greater scale and diversification. The addition of MFIC’s healthy and broad-based assets will further diversify Ares Capital’s portfolio across borrowers, industries and sponsors. At closing, the Transaction is expected to increase Ares Capital’s pro forma portfolio to more than 800 portfolio companies and over $31 billion of investments at fair value as of September 30, 2026.

• Broader sponsor and market connectivity. MFIC’s portfolio is expected to add more than 200 incumbent positions and further expand the number of sponsors Ares Capital has transacted with to more than 600. These relationships are expected to enhance Ares Capital’s long-standing core middle-market presence and to support future investment opportunities, resulting in greater financial resilience and strengthening its ability to grow through dynamic market environments.

• Continued industry leadership. The Transaction builds on Ares Capital’s nearly two-decade track record of successful strategic activity, including its prior acquisitions of Allied Capital Corporation and American Capital, Ltd., which has been an important contributor to its long-term growth and value creation.

“We’re excited to announce our acquisition of MFIC, which we believe reinforces our leading competitive position, advances our strategic goals and enhances the earnings power of our company,” said Kort Schnabel, Chief Executive Officer of Ares Capital. “The MFIC transaction brings a diversified portfolio and valuable borrower and sponsor relationships, which, when combined with our differentiated private credit investment capabilities, we expect will bolster the long-term growth profile of Ares Capital. In addition, we believe this transaction will further build on our successful track record of acquiring publicly traded BDCs and supporting attractive risk-adjusted returns over time.”

“We believe the financial merits of this transaction are compelling,” said Scott Lem, Chief Financial Officer and Treasurer of Ares Capital. “We expect the transaction to be accretive to core earnings and supportive of our future dividends, while preserving the balance sheet strength and financial flexibility that have been central to Ares Capital’s long-term performance. Importantly, the financial support from Ares Management will provide MFIC stockholders with additional cash value alongside attractive equity in Ares Capital’s industry-leading business.”

“This agreement with Ares Capital represents a value-maximizing transaction that we are pleased to deliver for MFIC stockholders,” said Tanner Powell, Executive Chairman and Chief Executive Officer of MFIC. “It provides value meaningfully above MFIC’s current stock price and gives our stockholders an investment in the largest publicly traded BDC, which has a history of creating stockholder value through successful acquisitions. MFIC’s investment adviser and Board, upon recommendation of its Special Committee, have concluded that this transaction represents the best path forward for MFIC’s stockholders.”

“Apollo has long been committed to delivering positive outcomes wherever we manage investor capital,” said John Zito, Co-President of Apollo Asset Management. “Throughout this year we have taken active steps to support stockholder value across our public vehicles, including through this transaction. Importantly, Apollo will continue to invest in and grow our middle-market direct lending franchise, including through the MidCap Financial platform.”

Additional Transaction Details

Prior to the closing of the Transaction, MFIC will operate its business in the ordinary course, subject to certain interim operating covenants set forth in the Agreement and Plan of Merger among Ares Capital, MFIC and certain other parties thereto (the “Merger Agreement”).

In connection with the Transaction, Apollo Principal Holdings A, L.P. and MidCap Financial Trust, each an affiliate of Apollo Management and which together beneficially own 5.2% of MFIC’s outstanding common stock, have entered into voting and support agreements with Ares Capital.

As part of the Transaction, Ares Capital may issue up to approximately 41 million shares of common stock to MFIC stockholders; however, it is expected that the total number of shares will be lower due to an adjustment in the exchange ratio for the MFIC special dividend. Following completion of the Transaction, and without taking into account the impact of the MFIC special dividend, existing Ares Capital stockholders are expected to own approximately 95% and existing MFIC stockholders are expected to own approximately 5% of the combined company.

Wells Fargo has also agreed, subject to customary conditions, to provide $750 million of additional secured financing that can be used to support the Transaction.

The Transaction is expected to close in the first half of 2027, subject to approval of MFIC’s stockholders, applicable regulatory approvals and the satisfaction of other customary closing conditions. Upon completion of the Transaction, Ares Capital will continue to be externally managed by Ares Capital Management LLC, and the existing Ares Capital Board and management team are expected to remain in place.

Wells Fargo is serving as exclusive financial advisor and Kirkland & Ellis LLP and Latham & Watkins LLP are serving as legal counsel to Ares Capital. Eversheds Sutherland (US) LLP is serving as legal counsel to the independent directors of Ares Capital. Simpson Thacher & Bartlett LLP is serving as legal counsel to MFIC. Moelis & Company LLC is serving as financial advisor and Willkie Farr & Gallagher LLP and Stradley Ronon Stevens & Young, LLP are serving as legal counsel to MFIC’s Special Committee.

About Ares Capital Corporation

Founded in 2004, Ares Capital is a leading specialty finance company focused on providing direct loans and other investments in private middle-market companies in the United States. Ares Capital’s objective is to source and invest in high-quality borrowers that need capital to achieve their business goals, which oftentimes can lead to economic growth and employment. Ares Capital believes its loans and other investments in these companies can help generate attractive levels of current income and potential capital appreciation for investors. Ares Capital, through its investment manager, utilizes its extensive, direct origination capabilities and incumbent borrower relationships to source and underwrite predominantly senior secured loans but also subordinated debt and equity investments. Ares Capital has elected to be regulated as a BDC and was the largest publicly traded BDC by market capitalization as of September 30, 2026. Ares Capital is externally managed by a subsidiary of Ares Management Corporation (NYSE: ARES), a publicly traded, leading global alternative investment manager. For more information about Ares Capital, visit www.arescapitalcorp.com.

About MidCap Financial Investment Corporation

MidCap Financial Investment Corporation (NASDAQ: MFIC) is a closed-end, externally managed, diversified management investment company that has elected to be treated as a business development company under the Investment Company Act of 1940, as amended (the “1940 Act”). For tax purposes, MFIC has elected to be treated as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended. MFIC is externally managed by Apollo Investment Management, L.P., an affiliate of Apollo Global Management, Inc. and its consolidated subsidiaries, a high-growth global alternative asset manager. MFIC’s investment objective is to generate current income and, to a lesser extent, long-term capital appreciation. MFIC primarily invests in directly originated and privately negotiated first lien senior secured loans to privately held U.S. middle-market companies, which MFIC generally defines as companies with less than $75 million in earnings before interest, taxes, depreciation and amortization, as may be adjusted for market disruptions, mergers and acquisitions-related charges and synergies, and other items. To a lesser extent, MFIC may invest in other types of securities including first lien unitranche, second lien senior secured, unsecured, subordinated, and mezzanine loans, and equities in both private and public middle-market companies. For more information, please visit www.midcapfinancialic.com.

Forward-Looking Statements

Some of the statements in this press release constitute forward-looking statements because they relate to future events, future performance or financial condition, including statements regarding the Transaction pursuant to the Merger Agreement. The forward-looking statements may include statements as to: the consummation of the Transaction, the future operating results of Ares Capital, MFIC and, following the closing of the Transaction, the combined company, and distribution projections; business prospects of Ares Capital, MFIC and the combined company, and the prospects of their portfolio companies; and the impact of the investments that Ares Capital, MFIC and the combined company expect to make. In addition, words such as “anticipate,” “believe,” “expect,” “seek,” “plan,” “should,” “could,” “estimate,” “overestimate,” “underestimate,” “project,” “intend,” “may,” “will,” “endeavor,” “potential,” “predict,” “continue,” “target” and “would” indicate forward-looking statements, although not all forward-looking statements include these words. The forward-looking statements contained in this press release involve risks and uncertainties. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. Certain factors could cause actual results and conditions to differ materially from those planned, projected, or estimated, including the uncertainties associated with (i) the ability of the parties to consummate the Transaction on the expected timeline, or at all; (ii) the failure of MFIC stockholders to approve the Transaction and the other Proposals (as defined below); (iii) the possibility that any or all of the various conditions to the consummation of the Transaction, including the receipt of any required regulatory approvals, may not be satisfied or waived on a timely basis or at all, and including the possibility that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Transaction or may

require conditions, limitations or restrictions in connection with such approvals ; (iv) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, including circumstances requiring MFIC to pay a termination fee; (v) the possibility that competing offers or acquisition proposals for MFIC will be made; (vi) Ares Capital’s ability to realize the anticipated benefits of the Transaction, including the expected accretion to Ares Capital’s core earnings and the expected elimination of certain expenses and costs, including as a result of delay in completing the Transaction or integrating the businesses of MFIC and Ares Capital; (vii) the amount of the special dividend from MFIC’s undistributed taxable income, the NAV per share of Ares Capital and the trading price of Ares Capital common stock, each of which will affect the number of shares of Ares Capital common stock issued in the Transaction; (viii) risks related to diverting management’s attention from ongoing business operations and the effect of the announcement or pendency of the Transaction on the business relationships, operating results and business generally of Ares Capital and MFIC; (ix) the combined company’s plans, expectations, objectives and intentions as a result of the Transaction, including the integration of MFIC’s portfolio; (x) the future operating results and net investment income projections of Ares Capital, MFIC or, following the closing of the Transaction, the combined company; (xi) the ability of Ares Management to implement its future plans with respect to the combined company and to attract and retain highly talented professionals; (xii) the business prospects of Ares Capital, MFIC or the combined company and the ability of their portfolio companies to achieve their objectives; (xiii) the expected financings and investments and additional leverage that Ares Capital, MFIC or the combined company may seek to incur in the future; (xiv) the adequacy of the cash resources and working capital of Ares Capital, MFIC or the combined company; (xv) the timing of cash flows, if any, from the operations of the portfolio companies of Ares Capital, MFIC or the combined company; (xvi) the ability of Ares Capital and the combined company to maintain their qualification as a business development company under the 1940 Act, and as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended; (xvii) general economic, political and market conditions, including changes in interest rates and credit spreads; (xviii) future changes in laws or regulations (including the interpretation of these laws and regulations by regulatory authorities); (xix) the risk that stockholder litigation in connection with the Transaction may result in significant costs of defense and liability; (xx) unexpected costs, charges or expenses resulting from the Transaction, and (xxi) such other factors as are described under the heading “Risk Factors” in Ares Capital’s and MFIC’s respective annual reports on Form 10-K, quarterly reports on Form 10-Q and other filings with the Securities and Exchange Commission (“SEC”). Any forward-looking statements speak only as of the date of this press release. Ares Capital and MFIC have based the forward-looking statements included in this press release on information available to them on the date hereof, and they assume no obligation to update any such forward-looking statements. Although Ares Capital and MFIC undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that they may make directly to you or through reports that Ares Capital and/or MFIC in the future may file with the SEC, including the Proxy Statement/Prospectus and the Registration Statement (in each case, as defined below), annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. Readers are cautioned not to place undue reliance on any of these forward-looking statements.

No Offer or Solicitation

This press release is not, and under no circumstances is it to be construed as, a prospectus or an advertisement and the communication of this press release is not, and under no circumstances is it to be construed as, an offer to sell or a solicitation of an offer to purchase any securities in Ares Capital, MFIC or in any fund or other investment vehicle managed by Ares Management, Apollo Management or any of their respective affiliates.

Additional Information and Where to Find It

This press release relates to the proposed Transaction and certain related matters (the “Proposals”). In connection with the Proposals, Ares Capital will file with the SEC a registration statement on Form N-14 (the “Registration Statement”) that will include a proxy statement of MFIC and a prospectus of Ares Capital (the “Proxy Statement/Prospectus”), and MFIC will mail the Proxy Statement/Prospectus to its stockholders. The Proxy Statement/Prospectus and the Registration Statement will each contain important information about Ares Capital, MFIC, the Transaction and the Proposals. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. INVESTORS IN ARES CAPITAL AND STOCKHOLDERS OF MFIC ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND REGISTRATION STATEMENT, AND OTHER DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ARES CAPITAL, MFIC, THE TRANSACTION AND THE PROPOSALS. Investors and security holders will be able to obtain the documents filed with the SEC free of charge at the SEC’s website, http://www.sec.gov or, for documents filed by Ares Capital, from Ares Capital’s website at www.arescapitalcorp.com, and, for documents filed by MFIC, from MFIC’s website at https://www.midcapfinancialic.com.

Participants in the Solicitation

Ares Capital, its directors, certain of its executive officers and certain employees and officers of Ares Management and its affiliates may be deemed to be participants in the solicitation of proxies in connection with the Proposals. Information about the directors and executive officers of Ares Capital is set forth in its proxy statement for its 2026 Annual Meeting of Stockholders, which was filed with the SEC on March 5, 2026. MFIC, its directors, certain of its executive officers and certain employees and officers of Apollo Management and its affiliates may be deemed to be participants in the solicitation of proxies in connection with the Proposals. Information about the directors and executive officers of MFIC is set forth in its proxy statement for its 2026 Annual Meeting of Stockholders, which was filed with the SEC on April 30, 2026. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the MFIC stockholders in connection with the Proposals, including a description of their direct or indirect interests, by security holdings or otherwise, will be contained in the Proxy Statement/Prospectus when it becomes available. These documents may be obtained free of charge from the sources indicated above.

Contacts

Ares

Investor Relations

John Stilmar | Carl Drake

+1.888.818.5298

irarcc@ares.com

Media

Priscila Roney | Jacob Silber

media@ares.com

MFIC

Investor Relations

Elizabeth Besen

+1.212.822.0625

ebesen@apollo.com

Apollo Global Management, Inc.

Media

Joanna Rose

Global Head of Corporate Communications

+1.212.822.0491

Communications@apollo.com

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