阿瑞斯资本美股招股说明书(2026-01-07版)

We are offering $750,000,000 in aggregate principal amount of 5.250% notes due 2031, which we refer to asthe Notes. The Noteswill mature on April 12, 2031. We will pay interest on the Noteson April 12 and October 12 ofeachyear, beginning April 12, 2026. We may redeem the Notes in whole or in part at any time or from time to time at the redemption pricediscussed under the caption “Description of Notes—Optional Redemption” in this prospectus supplement. In addition,holders of the Notes can require us to repurchase the Notes at 100% of their principal amount upon the occurrence of aChange of Control Repurchase Event (as defined herein). 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 outstandingand future unsecured unsubordinated indebtedness issued by Ares Capital Corporation. Ares Capital Corporation is a specialty finance company that is a closed-end, non-diversified managementinvestment company incorporated in Maryland. We have elected to be regulated as a business development companyunder the Investment Company Act of 1940, as amended (the “Investment Company Act”). Our investment objective isto generate both current income and capital appreciation through debt and equity investments. We invest primarily infirst lien senior secured loans (including “unitranche” loans, which are loans that combine both senior and subordinateddebt, generally in a first lien position), and second lien senior secured loans. In addition to senior secured loans, we alsoinvest in subordinated loans (sometimes referred to as mezzanine debt) and preferred equity. To a lesser extent, we alsomake common equity investments. We are externally managed by our investment adviser, Ares Capital Management LLC, a subsidiary of AresManagement Corporation, a publicly traded, leading global alternative investment manager (“Ares”). Ares OperationsLLC, a subsidiary of Ares Management Corporation, provides certain administrative and other services necessary for usto operate. Investing in the Notes involves risks that are described in the “Risk Factors” section beginning on pageS-10 of this prospectus supplement and page 14 of the accompanying prospectus, including the risk of leverage. This prospectus supplement and the accompanying prospectus, and the documents incorporated by referenceherein and therein, concisely provide important information about us that you should know before investing in theNotes. Please read this prospectus supplement and the accompanying prospectus, and the documents incorporated byreference herein and therein, before you invest and keep it for future reference. We file annual, quarterly and currentreports, proxy statements and other information with the Securities and Exchange Commission (the “SEC”). Thisinformation is available free of charge by calling us collect at (310) 201-4200 or on our website atwww.arescapitalcorp.com. The SEC also maintains a website at www.sec.gov that contains such information. Theinformation on the websites referred to herein is not incorporated by reference into this prospectus supplement or theaccompanying prospectus. (1)The public offering price set forth above does not include accrued interest, if any. Interest on the Notes will accruefrom January 12, 2026 and must be paid by the purchaser if the Notes are delivered after January 12, 2026. (2)Before deducting expenses payable by us related to this offering, estimated at $2.3 million. THE NOTES ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOTINSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAGENCY. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus supplement or the accompanying prospectus istruthful or complete. Any representation to the contrary is a criminal offense. Delivery of the Notesoffered hereby in book-entry form only through The Depository Trust Company for theaccounts of its participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System, and ClearstreamBanking S.A., will be made on or about January 12, 2026, which is the fifth business day after the date of thisprospectus supplement. See “Underwriting.” We and the underwriters have not authorized anyone to provide any information other than that contained orincorporated by reference in this prospectus supplement and the accompanying prospectus, or any other information towhich we or the underwriters have referred you. We and the underwriters take no responsibility for, and can provide noassurance as to the reliability of, any other information that others may give you. We are not, and the underwriters arenot, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You shouldassume that the i