阿瑞斯资本美股招股说明书(2025-02-05版)

$1,500,000,000 We have entered into separate equity distribution agreements, each dated February 5, 2025, with each of Truist Securities, Inc., JefferiesLLC, Mizuho Securities USA LLC, RBC Capital Markets, LLC and Regions Securities LLC (each, a “sales agent”), and our investment adviser,Ares Capital Management LLC (“Ares Capital Management”), and our administrator, Ares Operations LLC (“Ares Operations”) (collectively,the “equity distribution agreements”), relating to the offer and sale of shares of our common stock pursuant to this prospectus supplement and theaccompanying prospectus. In accordance with the terms of the equity distribution agreements, we may offer and sell shares of our common stockhaving an aggregate offering price of up to $1,500,000,000 from time to time through the sales agents. Ares Capital Corporation is a specialty finance company that is a closed-end, non-diversified management investment companyincorporated in Maryland. We have elected to be regulated as a business development company under the Investment Company Act of 1940, asamended. Our investment objective is to generate both current income and capital appreciation through debt and equity investments. We investprimarily in first lien senior secured loans (including “unitranche” loans, which are loans that combine both senior and subordinated debt,generally in a first lien position), and second lien senior secured loans. In addition to senior secured loans, we also invest in subordinated loans(sometimes referred to as mezzanine debt) and preferred equity. To a lesser extent, we also make common equity investments. We are externally managed by our investment adviser, Ares Capital Management, a subsidiary of Ares Management Corporation, a publiclytraded, leading global alternative investment manager. Ares Operations, a subsidiary of Ares Management Corporation, provides certainadministrative and other services necessary for us to operate. Our common stock is traded on The Nasdaq Global Select Market under the symbol “ARCC.” On February 4, 2025, the official close priceof our common stock on The Nasdaq Global Select Market was $23.81 per share. The net asset value per share of our common stock at December31, 2024 (the last date prior to the date of this prospectus supplement on which we determined net asset value) was $19.89. Sales of shares of our common stock, if any, under this prospectus supplement and the accompanying prospectus may be made intransactions that are deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the“Securities Act”), including without limitation sales made directly on or through The Nasdaq Global Select Market, sales made to or throughmarket makers and sales made through any other existing trading market or electronic communications network, and by any other methodpermitted by law, including but not limited to privately negotiated transactions, which may include block trades, as we and the sales agents mayagree. None of the sales agents are required to sell any specific number or dollar amount of shares of our common stock but will make all salesusing commercially reasonable efforts consistent with their normal trading and sales practices on mutually agreed terms between the sales agentsand us. Each of the sales agents will be entitled to compensation of up to 1.50% of the gross sales price for any shares of common stock soldthrough it as a sales agent under the equity distribution agreements, as further described herein under the caption “Plan of Distribution.” Inconnection with the sale of shares of common stock on our behalf, each sales agent may be deemed to be an “underwriter” within the meaning ofthe Securities Act, and the compensation of each sales agent may be deemed to be underwriting commissions or discounts. The sales price pershare of our common stock offered by this prospectus supplement and the accompanying prospectus, less commissions payable under theapplicable equity distribution agreement and discounts, if any, will not be less than the net asset value per share of our common stock at the timeof such sale, unless we have received requisite approval from our board of directors or a committee thereof, in accordance with the equitydistribution agreements. Our investment adviser may, from time to time, in its sole discretion, pay some or all of the commissions payable underthe equity distribution agreements or make additional supplemental payments to ensure that the sales price per share of our common stock inconnection with all of the offerings made hereunder will not be less than our current net asset value per share. Any such payments made by ourinvestment adviser will not be subject to reimbursement by us. Investing in our common stock involves risks. Before making a decision to invest in our common stock, you should carefully consider thematters discussed under “Risk Factors” beginning on page 14 of the accompanyin