阿瑞斯资本美股招股说明书(2025-09-04版)

We may redeem the Notes in whole or in part at any time or from time to time at the redemption price discussed under thecaption “Description of Notes—Optional Redemption” in this prospectus supplement. In addition, holders of the Notes can require usto repurchase the Notes at 100% of their principal amount upon the occurrence of a Change of Control Repurchase Event (as definedherein). The Notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Notes will be our direct senior unsecured obligations and rankparipassu, or equally, with all outstanding and futureunsecured unsubordinated indebtedness issued by Ares Capital Corporation. Ares Capital Corporation is a specialty finance company that is a closed-end, non-diversified management investmentcompany incorporated in Maryland. We have elected to be regulated as a business development company under the InvestmentCompany Act of 1940, as amended (the “Investment Company Act”). Our investment objective is to generate both current incomeand capital appreciation through debt and equity investments. We invest primarily 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 liensenior secured loans. In addition to senior secured loans, we also invest in subordinated loans (sometimes referred to as mezzaninedebt) and preferred equity. To a lesser extent, we also make common equity investments. We are externally managed by our investment adviser, Ares Capital Management LLC, a subsidiary of Ares ManagementCorporation, a publicly traded, leading global alternative investment manager (“Ares”). Ares Operations LLC, a subsidiary of AresManagement Corporation, provides certain administrative and other services necessary for us to operate. Investing in the Notes involves risks that are described in the “Risk Factors” section beginningon page S-10of this prospectus supplement and page14of the accompanying prospectus, including therisk of leverage. This prospectus supplement and the accompanying prospectus, and the documents incorporated by reference herein andtherein, concisely provide important information about us that you should know before investing in the Notes. Please read thisprospectus supplement and the accompanying prospectus, and the documents incorporated by reference herein and therein, before youinvest and keep it for future reference. We file annual, quarterly and current reports, proxy statements and other information with theSecurities and Exchange Commission (the “SEC”). This information is available free of charge by calling us collect at (310) 201-4200 or on our website at www.arescapitalcorp.com. The SEC also maintains a website at www.sec.gov that contains suchinformation. The information on the websites referred to herein is not incorporated by reference into this prospectus supplement orthe accompanying prospectus. PerNoteTotalPublic offering price(1)98.921%$642,986,500Underwriting discount (sales load)0.600%$3,900,000Proceeds, before expenses, to Ares Capital Corporation(2)98.321%$639,086,500 (1)The public offering price set forth above does not include accrued interest, if any. Interest on the Notes will accrue fromSeptember 9, 2025 and must be paid by the purchaser if the Notes are delivered after September 9, 2025.(2)Before deducting expenses payable by us related to this offering, estimated at approximately $2.0 million. THE NOTES ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapprovedof these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense.Delivery of the Notesoffered hereby in book-entry form only through The Depository Trust Company for the accounts of its participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System, and Clearstream Banking S.A., will bemade on or about September 9, 2025, which is the fifth business day after the date of this prospectus supplement. See“Underwriting.” We and the underwriters have not authorized anyone to provide any information other than thatcontained or incorporated by reference in this prospectus supplement and the accompanying prospectus, or anyother information to which we or the underwriters have referred you. We and the underwriters take noresponsibility for, and can provide no assurance as to the reliability of, any other information that others may giveyou. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where theoffer or sale is not permitted. You should assume that the information appearing in, or incorporated by reference