Ares Capital (ARCC) 424B2 Prospectus for primary offering

Filed Pursuant to Rule 424(b)(2)

Registration No.: 333-279023

PROSPECTUS SUPPLEMENT

(To Prospectus dated May 1, 2024)

$1,000,000,000

5.800% Notes due 2032

We are offering $1,000,000,000 in aggregate principal amount of 5.800% notes due 2032, which we refer to as the Notes. The Notes will mature on March 8, 2032. We will pay interest on the Notes on March 8 and September 8 of each year, beginning September 8, 2025.

We may redeem the Notes in whole or in part at any time or from time to time at the redemption price discussed 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 a Change 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 rank pari passu, or equally, with all outstanding and future unsecured unsubordinated indebtedness issued by Ares Capital Corporation.

Ares Capital Corporation is a specialty finance company that is a closed-end, non-diversified management investment company incorporated in Maryland. We have elected to be regulated as a business development company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Our investment objective is to generate both current income and 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 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 LLC, a subsidiary of Ares Management Corporation, a publicly traded, leading global alternative investment manager (“Ares”). Ares Operations LLC, a subsidiary of Ares Management 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 beginning on page S-11 of this prospectus supplement and page 1 of the accompanying prospectus, including the risk of leverage.

This prospectus supplement and the accompanying prospectus, and the documents incorporated by reference herein and therein, concisely provide important information about us that you should know before investing in the Notes. Please read this prospectus supplement and the accompanying prospectus, and the documents incorporated by reference herein and therein, before you invest and keep it for future reference. We file annual, quarterly and current reports, proxy statements and other information with the Securities 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 such information. The information on the websites referred to herein is not incorporated by reference into this prospectus supplement or the accompanying prospectus.

	Per Note		Total
Public offering price(1)	98.973	%	$	989,730,000
Underwriting discount (sales load)	0.650	%	$	6,500,000
Proceeds, before expenses, to Ares Capital Corporation(2)	98.323	%	$	983,230,000

(1)The public offering price set forth above does not include accrued interest , if any. Interest on the Notes will accrue from January 8, 2025 and must be paid by the purchaser if the Notes are delivered after January 8, 2025.

(2)Before deducting expenses payable by us related to this offering, estimated at $3.0 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 disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Delivery of the Notes offered hereby in book-entry form only through The Depository Trust Company will be made on or about January 8, 2025.

BofA Securities		J.P. Morgan		SMBC Nikko		Wells Fargo Securities
	MUFG	Mizuho	RBC Capital Markets		Truist Securities
BNP PARIBAS	CIBC Capital Markets	Morgan Stanley	SOCIETE GENERALE		Regions Securities LLC
Barclays	BNY Capital Markets	Capital One Securities	Goldman Sachs & Co. LLC	ICBC Standard Bank	Natixis	US Bancorp
	Ares Management Capital Markets LLC	ING	R. Seelaus & Co., LLC	Citigroup	Comerica Securities
	Deutsche Bank Securities	Keefe, Bruyette & Woods, A Stifel Company	Ramirez & Co., Inc.	Academy Securities	Siebert Williams Shank	Loop Capital Markets

The date of this prospectus supplement is January 2, 2025.

We and the underwriters have not authorized anyone to provide any information other than that contained or incorporated by reference in this prospectus supplement and the accompanying prospectus, or any other information to which we or the underwriters have referred you. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus supplement and the accompanying prospectus is accurate only as of the date on the front cover of this prospectus supplement or the accompanying prospectus, as applicable. Our business, financial condition, results of operations and prospects may have changed since that date. This prospectus supplement may add, update or change information contained in the accompanying prospectus. If information in this prospectus supplement is inconsistent with the accompanying prospectus, this prospectus supplement will apply and will supersede that information in the accompanying prospectus.

Prospectus Supplement

TABLE OF CONTENTS

	Page
Forward-Looking Statements	S-1
The Company	S-3
Specific Terms of the Notes and the Offering	S-7
Risk Factors	S-11
Use of Proceeds	S-15
Capitalization	S-16
Senior Securities	S-17
Description of Notes	S-22
Certain Material U.S. Federal Income Tax Considerations	S-34
Underwriting	S-37
Legal Matters	S-43
Incorporation of Certain Information by Reference	S-44

S-i

Prospectus

TABLE OF CONTENTS

	Page
Prospectus Summary	1
The Company	1
Offerings	4
Fees and Expenses	6
Financial Highlights	10
Risk Factors	14
Forward-Looking Statements	16
Use of Proceeds	18
Price Range of Common Stock and Distributions	20
Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Senior Securities	23
Business	24
Portfolio Companies	25
Management	73
Certain Relationships and Related Transactions	76
Control Persons and Principal Stockholders	77
Determination of Net Asset Value	79
Dividend Reinvestment Plan	80
Certain Material U.S. Federal Income Tax Considerations	81
Description of Securities	89
Description of Our Capital Stock	90
Description of Our Preferred Stock	97
Description of Our Subscription Rights	98
Description of Our Warrants	99
Description of Our Debt Securities	101
Description of Our Units	114
Sales of Common Stock Below Net Asset Value	115
Issuance of Warrants or Securities to Subscribe For or Convertible Into Shares of Our Common Stock	120
Regulation	121
Custodian, Transfer and Dividend Paying Agent and Registrar	127
Brokerage Allocation and Other Practices	128
Plan of Distribution	129
Legal Matters	131
Independent Registered Public Accounting Firm	132
Available Information	133
Incorporation of Certain Information By Reference	134

S-ii

FORWARD-LOOKING STATEMENTS

Some of the statements included or incorporated by reference in this prospectus supplement and the accompanying prospectus constitute forward-looking statements, which relate to future events or our future performance or financial condition. The forward-looking statements contained in this prospectus supplement and the accompanying prospectus, including the documents we incorporate by reference herein and therein, involve a number of risks and uncertainties, including statements concerning:

● our, or our portfolio companies’, future business, operations, operating results or prospects;

● the return or impact of current and future investments;

● the impact of a protracted decline in the liquidity of credit markets on our business;

● changes in the general economy, changes in inflation and risk of recession;

● fluctuations in global interest rates;

● the impact of changes in laws or regulations (including the interpretation thereof), including tax laws, governing our operations or the operations of our portfolio companies or the operations of our competitors;

● the valuation of our investments in portfolio companies, particularly those having no liquid trading market;

● our ability to recover unrealized losses;

● our ability to successfully invest any capital raised in this offering;

● market conditions and our ability to access different debt markets and additional debt and equity capital and our ability to manage our capital resources effectively;

● our contractual arrangements and relationships with third parties;

● political and regulatory conditions that contribute to uncertainty and market volatility, including the impact of the recent U.S. presidential election and legislative, regulatory, trade and policy changes associated with a new administration;

● the impact of supply chain constraints on our portfolio companies and the global economy;

● uncertainty surrounding global financial stability;

● ongoing conflicts in the Middle East and the Russia-Ukraine war, including the potential for volatility in energy prices and other commodities and their impact on the industries in which we invest;

● the disruption of global shipping activities;

● the financial condition of our current and prospective portfolio companies and their ability to achieve their objectives;

● the impact of information technology system failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity attacks;

● the impact of global health crises on our or our portfolio companies’ business and the U.S. and global economy;

● our ability to anticipate and identify evolving market expectations with respect to environmental, social and governance matters, including the environmental impacts of our portfolio companies’ supply chain and operations;

S-1

● our ability to successfully complete and integrate any acquisitions;

● the outcome and impact of any litigation or regulatory proceeding;

● the adequacy of our cash resources and working capital;

● the timing, form and amount of any dividend distributions;

● the timing of cash flows, if any, from the operations of our portfolio companies;

● the ability of our investment adviser to locate suitable investments for us and to monitor and administer our investments; and

● our anticipated use of net proceeds for this offering.

We use words such as “anticipates,” “believes,” “expects,” “intends,” “projects,” “estimates,” “will,” “should,” “could,” “would,” “may” and similar expressions to identify forward-looking statements, although not all forward-looking statements include these words. Our actual results and condition could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth in “Risk Factors” in this prospectus supplement and in the accompanying prospectus and the other information included in this prospectus supplement and the accompanying prospectus, including the documents we incorporate by reference herein and therein.

We have based the forward-looking statements included or incorporated by reference in this prospectus supplement and the accompanying prospectus on information available to us as of the filing date of this prospectus supplement or the accompanying prospectus, or such other information incorporated by reference, as applicable, and we assume no obligation to update any such forward-looking statements. Although we 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 we may make directly to you or through reports that we have filed or in the future may file with the SEC, including annual reports on Form 10-K, registration statements on Form N-2, quarterly reports on Form 10-Q and current reports on Form 8-K.

S-2

THE COMPANY

This summary highlights some of the information contained elsewhere in this prospectus supplement and the accompanying prospectus. It is not complete and may not contain all of the information that you may want to consider. You should read carefully the more detailed information set forth under “Risk Factors” in this prospectus supplement, in the accompanying prospectus , in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 7, 2024 and incorporated by reference herein (the “2023 Annual Report”), our most recent Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024, filed with the SEC on October 30, 2024 (the “Q3 2024 Quarterly Report”) and the other information included or incorporated by reference in this prospectus supplement and the accompanying prospectus. Except where the context suggests otherwise, the terms “we,” “us,” “our,” “the Company” and “Ares Capital” refer to Ares Capital Corporation and its consolidated subsidiaries; “Ares Capital Management” and “our investment adviser” refer to Ares Capital Management LLC; “Ares Operations” and “our administrator” refer to Ares Operations LLC; and “Ares” and “Ares Management” refer to Ares Management Corporation and its affiliated companies (other than portfolio companies of its affiliated funds).

Overview

Ares Capital, a Maryland corporation, is a specialty finance company that is a closed-end, non-diversified management investment company. We have elected to be regulated as a business development company (“BDC”) under the Investment Company Act and the rules and regulations promulgated thereunder. We were founded on April 16, 2004, were initially funded on June 23, 2004 and completed our initial public offering on October 8, 2004. As of September 30, 2024, we were the largest publicly traded BDC by market capitalization and had approximately $27.1 billion of total assets.

We are externally managed by our investment adviser, Ares Capital Management, a subsidiary of Ares Management (NYSE: ARES), a publicly traded, leading global alternative investment manager, pursuant to our investment advisory and management agreement. Our administrator, Ares Operations, a subsidiary of Ares Management, provides certain administrative and other services necessary for us to operate.

Our investment objective is to generate both current income and capital appreciation through debt and equity investments. We invest primarily in U.S. middle-market companies, where we believe the supply of primary capital is limited and the investment opportunities are most attractive. However, we may from time to time invest in larger or smaller companies. We generally use the term “middle-market” to refer to companies with annual EBITDA between $10 million and $250 million. As used herein, EBITDA represents net income before net interest expense, income tax expense, depreciation and amortization.

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 lien senior secured loans. In addition to senior secured loans, we also invest in subordinated loans (sometimes referred to as mezzanine debt), which in some cases includes an equity component, and preferred equity. First and second lien senior secured loans generally are senior debt instruments that rank ahead of subordinated debt of a given portfolio company. Subordinated debt and preferred equity are subordinated to senior loans and are generally unsecured. Our investments in corporate borrowers generally range between $30 million and $500 million each. However, the investment sizes may be more or less than these ranges and may vary based on, among other things, our capital availability, the composition of our portfolio and general micro- and macro-economic factors.To a lesser extent, we also make common equity investments, which have generally been non-control equity investments of less than $20 million (usually in conjunction with a concurrent debt investment). However, we may increase the size or change the nature of these investments.

The proportion of these types of investments will change over time given our views on, among other things, the economic and credit environment in which we are operating. In pursuit of our investment objective, we generally seek to self-originate investments and lead the investment process. The instruments in which we invest typically are not rated by any rating agency, but we believe that if such instruments were rated, they would be below investment grade (rated lower than “Baa3” by Moody’s Investors Service, lower than “BBB−” by Fitch Ratings or lower than “BBB−” by Standard & Poor’s Ratings Services), which, under the guidelines established by these entities, is an indication of having predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. Bonds that are rated below investment grade are sometimes referred to as “high yield bonds” or “junk bonds.” We may invest without limit in debt or other securities of any rating, as well as debt or other securities that have not been rated by any nationally recognized statistical rating organization.

S-3

We believe that our investment adviser, Ares Capital Management, is able to leverage the current investment platform, resources and existing relationships of Ares Management with financial sponsors, financial institutions, hedge funds and other investment firms to provide us with attractive investment opportunities. In addition to deal flow, the Ares investment platform assists our investment adviser in analyzing, structuring and monitoring investments. Ares has been in existence for over 25 years and its partners have an average of approximately 25 years of investment experience in managing, advising, underwriting and restructuring companies. We have access to Ares’ investment professionals and administrative professionals, who provide assistance in accounting, finance, legal, compliance, operations, information technology, human resources and investor relations. As of September 30, 2024, Ares had over 1,050 investment professionals and over 1,800 administrative professionals.

While our primary focus is to generate current income and capital appreciation through investments in first and second lien senior secured loans, subordinated debt and preferred equity and, to a lesser extent, equity securities of eligible portfolio companies, we also may invest up to 30% of our portfolio in non-qualifying assets, as permitted by the Investment Company Act. See “Regulation” in the accompanying prospectus. Specifically, as part of this 30% basket, we may invest in entities that are not considered “eligible portfolio companies” (as defined in the Investment Company Act), including companies located outside of the United States, entities that are operating pursuant to certain exceptions under the Investment Company Act, and publicly traded entities whose public equity market capitalization exceeds the levels provided for under the Investment Company Act.

Ivy Hill Asset Management, L.P.

As of September 30, 2024, our wholly owned portfolio company, Ivy Hill Asset Management, L.P. (“IHAM”), an asset manager and an SEC-registered investment adviser, managed 21 vehicles (such vehicles are collectively referred to as, the “IHAM Vehicles”). As of September 30, 2024, IHAM had assets under management of approximately $13.2 billion. As of September 30, 2024, the amortized cost and fair value of our investment in IHAM was approximately $1.7 billion and $2.0 billion, respectively. In connection with IHAM’s registration as a registered investment adviser, on March 30, 2012, we received exemptive relief from the SEC allowing us to, subject to certain conditions, own directly or indirectly up to 100% of IHAM’s outstanding equity interests and make additional investments in IHAM. From time to time, IHAM or certain IHAM Vehicles may purchase investments from us or sell investments to us, in each case for a price equal to the fair market value of such investments determined at the time of such transactions.

For more information on IHAM, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Portfolio and Investment Activity—Ivy Hill Asset Management, L.P.” and Note 4 to our consolidated financial statements for the year ended December 31, 2023, included in our 2023 Annual Report and our consolidated financial statements for the three and nine months ended September 30, 2024 included in our Q3 2024 Quarterly Report.

Senior Direct Lending Program

We have established a joint venture with Varagon Capital Partners (“Varagon”) to make certain first lien senior secured loans, including certain stretch senior and unitranche loans, primarily to U.S. middle-market companies. The joint venture is called the Senior Direct Lending Program, LLC (d/b/a the “Senior Direct Lending Program” or the “SDLP”). In July 2016, we and Varagon and its clients completed the initial funding of the SDLP. The SDLP may generally commit and hold individual loans of up to $450 million. We may directly co-invest with the SDLP to accommodate larger transactions. The SDLP is capitalized as transactions are completed and all portfolio decisions and generally all other decisions in respect of the SDLP must be approved by an investment committee of the SDLP consisting of representatives of ours and Varagon (with approval from a representative of each required).

We provide capital to the SDLP in the form of subordinated certificates (the “SDLP Certificates”), and Varagon and its clients provide capital to the SDLP in the form of senior notes, intermediate funding notes and the SDLP Certificates. As of September 30, 2024, we and a client of Varagon owned 87.5% and 12.5%, respectively, of the outstanding SDLP Certificates.

S-4

As of September 30, 2024, we and Varagon and its clients had agreed to make capital available to the SDLP of approximately $6.2 billion in the aggregate, of which approximately $4.9 billion has been funded. As of September 30, 2024, we agreed to make available to the SDLP (subject to the approval of the SDLP as described above) approximately $1.4 billion, of which $1.3 billion was funded. As of September 30, 2024, the SDLP had commitments to fund delayed draw loans to certain of its portfolio companies of $291 million, which had been approved by the investment committee of the SDLP as described above, of which $68 million was committed by us. For more information on the SDLP, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Portfolio and Investment Activity — Senior Direct Lending Program” and Note 4 to our consolidated financial statements for the year ended December 31, 2023 included in our 2023 Annual Report and our consolidated financial statements for the three and nine months ended September 30, 2024 included in our Q3 2024 Quarterly Report.

Ares Capital Management LLC

Ares Capital Management, our investment adviser, is served by origination, investment and portfolio management and valuation teams of approximately 230 U.S.-based investment professionals as of September 30, 2024 and led by certain partners of the Ares Credit Group: Kipp deVeer, Mitchell Goldstein and Michael Smith. Ares Capital Management leverages off of Ares’ investment platform and benefits from the significant capital markets, trading and research expertise of Ares’ investment professionals. Ares Capital Management’s investment committee has eight members primarily comprised of certain of the U.S.-based partners of the Ares Credit Group.

Our Corporate Information

Our administrative offices are located at 1800 Avenue of the Stars, Suite 1400, Los Angeles, California 90067, telephone number (310) 201-4200, and our principal executive offices are located at 245 Park Avenue, 44th Floor, New York, New York 10167, telephone number (212) 750-7300.

Recent Developments

On November 19, 2024, we, through our wholly owned, consolidated subsidiary, Ares Direct Lending CLO 4 LLC (“ADL CLO 4”), completed a $544.0 million term debt securitization (the “November 2024 Debt Securitization”). The November 2024 Debt Securitization is also known as a collateralized loan obligation and is an on-balance-sheet financing incurred by us, which is consolidated by us for financial reporting purposes and subject to our overall asset coverage requirement. In connection with the November 2024 Debt Securitization, ADL CLO 4 incurred (i) $464.0 million of Class A Senior Floating Rate Loans, which bear interest at Term SOFR (as defined in the CLO Indenture) plus 1.54% (the “November 2024 Class A CLO Loans”), and (ii) $80.0 million of Class B Senior Floating Rate Loans, which bear interest at Term SOFR plus 1.83% (the “November 2024 Class B CLO Loans” and, together with the November 2024 Class A CLO Loans, the “November 2024 CLO Secured Loans”). The November 2024 CLO Secured Loans are scheduled to mature on October 24, 2036. In addition, in connection with the November 2024 Debt Securitization, ADL CLO 4 issued the following classes of notes pursuant to an indenture (the “November 2024 CLO Indenture”): (i) Class A Senior Floating Rate Notes due October 24, 2036, which bear interest at Term SOFR plus 1.54% and were issued with an initial principal balance of $0 (the “November 2024 Class A CLO Notes”); (ii) Class B Senior Floating Rate Notes due October 24, 2036, which bear interest at Term SOFR plus 1.83% and were issued with an initial principal balance of $0 (the “November 2024 Class B CLO Notes” and, together with the November 2024 Class A CLO Notes, the “November 2024 CLO Secured Notes”); and (iii) $260.1 million of Subordinated Notes due October 24, 2036, which do not bear interest (the “November 2024 CLO Subordinated Notes”). The November 2024 Class A CLO Loans and the November 2024 Class B CLO Loans may be converted by the lender into November 2024 Class A CLO Notes and November 2024 Class B CLO Notes, respectively, on any business day, subject to certain conditions. We retained all of the November 2024 CLO Subordinated Notes, which are unsecured obligations of ADL CLO 4, and will accordingly be eliminated on consolidation.

From October 1, 2024 through December 27, 2024, we made new investment commitments of approximately $3.6 billion, of which approximately $2.9 billion were funded. Of the approximately $3.6 billion in new investment commitments, 87% were in first lien senior secured loans, 1% were in subordinated certificates of the SDLP, 3% were in senior subordinated loans, 3% were in our subordinated loan investment in IHAM and 6% were in other equity. Of the approximately $3.6 billion in new investment commitments, 94% were floating rate and 6% were non-income producing. The weighted average yield of debt and other income producing securities funded during the period at amortized cost was 9.8% and the weighted average yield on total investments funded during the period at amortized cost was 9.1%. We may seek to sell all or a portion of these new investment commitments, although there can be no assurance that we will be able to do so.

S-5

From October 1, 2024 through December 27, 2024, we exited approximately $2.4 billion of investment commitments, including $458 million of loans sold to IHAM or certain vehicles managed by IHAM. Of the approximately $2.4 billion of exited investment commitments, 51% were first lien senior secured loans, 31% were second lien senior secured loans, 1% were subordinated certificates of the SDLP, 7% were senior subordinated loans, 6% were our subordinated loan investment in IHAM, 3% were preferred equity and 1% were other equity. Of the approximately $2.4 billion of exited investment commitments, 90% were floating rate, 5% were fixed rate, 4% were on non-accrual status and 1% were non-income producing. The weighted average yield of debt and other income producing securities exited or repaid during the period at amortized cost was 11.4% and the weighted average yield on total investments exited or repaid during the period at amortized cost was 10.8%. Of the approximately $2.4 billion of investment commitments exited from October 1, 2024 through December 27, 2024, we recognized total net realized losses of approximately $38 million, with no realized gains or losses recognized from the sale of loans to IHAM or certain vehicles managed by IHAM.

In addition, as of December 27, 2024, we had an investment backlog of approximately $2.1 billion. Investment backlog includes transactions approved by our investment adviser’s investment committee and/or for which a formal mandate, letter of intent or a signed commitment have been issued, and therefore we believe are likely to close. The consummation of any of the investments in this backlog depends upon, among other things, one or more of the following: our acceptance of the terms and structure of such investment and the execution and delivery of satisfactory transaction documentation. In addition, we may sell all or a portion of these investments and certain of these investments may result in the repayment of existing investments. We cannot assure you that we will make any of these investments or that we will sell all or any portion of these investments.

S-6

SPECIFIC TERMS OF THE NOTES AND THE OFFERING

This prospectus supplement sets forth certain terms of the Notes that we are offering pursuant to this prospectus supplement and supplements the accompanying prospectus that is attached to the back of this prospectus supplement. This section outlines the specific legal and financial terms of the Notes. You should read this section together with the more general description of the Notes under the heading “Description of Notes” in this prospectus supplement and in the accompanying prospectus under the heading “Description of Our Debt Securities” before investing in the Notes. Capitalized terms used in this prospectus supplement and not otherwise defined shall have the meanings ascribed to them in the accompanying prospectus or in the indenture governing the Notes(as amended from time to time, the “indenture”).

Issuer	Ares Capital Corporation
Title of the Securities	5.800% Notes due 2032
Initial Aggregate Principal Amount Being Offered	$1,000,000,000
Initial Public Offering Price	98.973% of the aggregate principal amount of Notes
Interest Rate	5.800%
Yield to Maturity	5.975%
Trade Date	January 2, 2025
Issue Date	January 8, 2025
Maturity Date	March 8, 2032
Interest Payment Dates	March 8 and September 8, commencing September 8, 2025
Ranking of Notes	The Notes will be our general unsecured obligations that rank senior in right of payment to all of our future indebtedness that is expressly subordinated, or junior, in right of payment to the Notes. The Notes will rank pari passu, or equally, in right of payment with all of our existing and future senior indebtedness that is not so subordinated, or junior, effectively subordinated, or junior, to any of our secured indebtedness (including unsecured indebtedness that we later secure) to the extent of the value of the assets securing such indebtedness, and structurally subordinated, or junior, to all existing and future indebtedness (including trade payables) incurred by our subsidiaries, financing vehicles or similar facilities.

S-7

	As of December 27, 2024, our total consolidated indebtedness was approximately $13.8 billion aggregate principal amount outstanding, of which approximately $1.5 billion was our direct secured indebtedness, approximately $3.1 billion was indebtedness of our consolidated subsidiaries and approximately $9.2 billion was our direct unsecured indebtedness. After giving effect to the issuance of the Notes and assuming the proceeds therefrom are used to repay outstanding borrowings under our $4.513 billion revolving credit facility (the “Revolving Credit Facility”), the $2.150 billion revolving funding facility of our consolidated subsidiary Ares Capital CP Funding LLC (“Ares Capital CP”) (the “Revolving Funding Facility”), the $800 million revolving funding facility of our consolidated subsidiary, Ares Capital JB Funding LLC (“ACJB LLC”) (the “SMBC Funding Facility”), and/or the $1.265 billion revolving funding facility of our consolidated subsidiary, ARCC FB Funding LLC (“AFB LLC”) (the “BNP Funding Facility” and, together with the Revolving Credit Facility, the Revolving Funding Facility and the SMBC Funding Facility, the “Facilities”), our total consolidated indebtedness would have been approximately $13.8 billion principal amount as of December 27, 2024. See “Capitalization.”
Denominations	We will issue the Notes in denominations of $2,000 and integral multiples of $1,000 in excess thereof.
Optional Redemption	Prior to January 8, 2032 (2 months prior to their maturity date) (the “Par Call Date”), we may redeem the Notes at our option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date. On or after the Par Call Date, we may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.
Sinking Fund	The Notes will not be subject to any sinking fund. A sinking fund is a reserve fund accumulated over a period of time for the retirement of debt.

S-8

Offer to Purchase upon a Change of Control Repurchase Event	If a Change of Control Repurchase Event (as defined herein) occurs prior to maturity, holders will have the right, at their option, to require us to repurchase for cash some or all of the Notes at a repurchase price equal to 100% of the principal amount of the Notes being repurchased, plus accrued and unpaid interest to, but not including, the repurchase date.
Legal Defeasance	The Notes are subject to legal defeasance by us, which means that, subject to the satisfaction of certain conditions, including, but not limited to, (i) depositing in trust for the benefit of the holders of the Notes a combination of money and/or U.S. government or U.S. government agency notes or bonds that will generate enough cash to make interest, principal, premium, if any, and any other payments, including any mandatory sinking fund payments, on the Notes on their various due dates and (ii) delivering to the trustee an opinion of counsel as described herein under “Description of Notes — Satisfaction and Discharge; Defeasance,” we can legally release ourselves from all payment and other obligations on the Notes.
Covenant Defeasance	The Notes are subject to covenant defeasance by us, which means that, subject to the satisfaction of certain conditions, including, but not limited to, (i) depositing in trust for the benefit of the holders of the Notes a combination of money and/or U.S. government or U.S. government agency notes or bonds that will generate enough cash to make interest, principal, premium, if any, and any other payments, including any mandatory sinking fund payments, on the Notes on their various due dates and (ii) delivering to the trustee an opinion of counsel as described herein under “Description of Notes — Satisfaction and Discharge; Defeasance,” we will be released from some of the restrictive covenants in the indenture.
Form of Notes	The Notes will be represented by global securities that will be deposited and registered in the name of The Depository Trust Company (“DTC”) or its nominee. This means that, except in limited circumstances, you will not receive certificates for the Notes. Beneficial interests in the Notes will be represented through book-entry accounts of financial institutions acting on behalf of beneficial owners as direct and indirect participants in DTC. Investors may elect to hold interests in the Notes through either DTC, if they are a participant, or indirectly through organizations that are participants in DTC.
Trustee, Paying Agent, Registrar and Transfer Agent	U.S. Bank Trust Company, National Association.
Events of Default	If an event of default (as described herein under “Description of Notes”) on the Notes occurs, the principal amount of the Notes, plus accrued and unpaid interest, may be declared immediately due and payable, subject to conditions set forth in the indenture. These amounts automatically become due and payable in the case of certain types of bankruptcy or insolvency events involving us.

S-9

No Established Trading Market	The Notes are a new issue of securities with no established trading market. The Notes will not be listed on any securities exchange or quoted on any automated dealer quotation system. Although the underwriters have informed us that they intend to make a market in the Notes, as permitted by applicable laws and regulations, they are not obligated to do so and may discontinue any such market making activities at any time without notice. See “Underwriting.” Accordingly, we cannot assure you that a liquid market for the Notes will develop or be maintained.
Global Clearance and Settlement Procedures	Interests in the Notes will trade in DTC’s Same Day Funds Settlement System, and any permitted secondary market trading activity in such Notes will, therefore, be required by DTC to be settled in immediately available funds. None of the Company, the trustee or the paying agent will have any responsibility for the performance by DTC or its participants or indirect participants of their respective obligations under the rules and procedures governing their operations.
Governing Law	The Notes and the indenture will be governed by and construed in accordance with the laws of the State of New York.

S-10

RISK FACTORS

You should carefully consider the risk factors described below and under the caption “Risk Factors” in the accompanying prospectus, together with the risk factors incorporated by reference herein from our 2023 Annual Report and all of the other information included or incorporated by reference in this prospectus supplement and the accompanying prospectus, including our consolidated financial statements and the related notes thereto, before you decide whether to make an investment in our securities. The risks set out below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. If any of the following events occur, our business, financial condition and results of operations could be materially adversely affected.

RISKS RELATING TO THE NOTES

The Notes will be unsecured and therefore will be effectively subordinated to any secured indebtedness we have currently incurred or may incur in the future.

The Notes will not be secured by any of our assets or any of the assets of our subsidiaries. As a result, the Notes are effectively subordinated, or junior, to any secured indebtedness we or our subsidiaries have currently incurred and may incur in the future (or any indebtedness that is initially unsecured to which we subsequently grant security) to the extent of the value of the assets securing such indebtedness. In any liquidation, dissolution, bankruptcy or other similar proceeding, the holders of any of our existing or future secured indebtedness and the secured indebtedness of our subsidiaries may assert rights against the assets pledged to secure that indebtedness in order to receive full payment of their indebtedness before the assets may be used to pay other creditors, including the holders of the Notes. As of December 27, 2024 we had $1.5 billion aggregate principal amount of outstanding indebtedness under the Revolving Credit Facility. The Revolving Credit Facility is secured by certain assets in our portfolio and excludes investments held by Ares Capital CP under the Revolving Funding Facility, those held by ACJB LLC under the SMBC Funding Facility, those held by AFB LLC under the BNP Funding Facility, those held by our wholly owned consolidated subsidiary, Ares Direct Lending CLO 1 LLC (“ADL CLO 1”), those held by ADL CLO 4, and certain other investments; the indebtedness thereunder is therefore effectively senior to the Notes to the extent of the value of such assets.

The Notes will be structurally subordinated to the indebtedness and other liabilities of our subsidiaries.

The Notes are obligations exclusively of Ares Capital and not of any of our subsidiaries. None of our subsidiaries is a guarantor of the Notes and the Notes are not required to be guaranteed by any subsidiaries we may acquire or create in the future. A significant portion of the indebtedness required to be consolidated on our balance sheet is held through subsidiary financing vehicles and secured by certain assets of such subsidiaries. For example, the secured indebtedness with respect to the Revolving Funding Facility, the SMBC Funding Facility, the BNP Funding Facility, the May 2024 CLO Notes (as defined below), and the November 2024 CLO Secured Loans and November 2024 CLO Secured Notes is held through our consolidated subsidiaries, Ares Capital CP, ACJB LLC, AFB LLC, ADL CLO 1 and ADL CLO 4, respectively. The assets of such subsidiaries are not directly available to satisfy the claims of our creditors, including holders of the Notes. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Financial Condition, Liquidity and Capital Resources — Debt Capital Activities” in our Q3 2024 Quarterly Report and incorporated by reference herein.

S-11

Except to the extent we are a creditor with recognized claims against our subsidiaries, all claims of creditors (including trade creditors) and holders of preferred stock, if any, of our subsidiaries will have priority over our equity interests in such subsidiaries (and therefore the claims of our creditors, including holders of the Notes) with respect to the assets of such subsidiaries. Even if we are recognized as a creditor of one or more of our subsidiaries, our claims would still be effectively subordinated to any security interests in the assets of any such subsidiary and to any indebtedness or other liabilities of any such subsidiary senior to our claims. Consequently, the Notes will be structurally subordinated to all indebtedness and other liabilities (including trade payables) of any of our subsidiaries and any subsidiaries that we may in the future acquire or establish as financing vehicles or otherwise. As of December 27, 2024, we had $1.0 billion aggregate principal amount of outstanding indebtedness under the Revolving Funding Facility, $432 million aggregate principal amount of outstanding indebtedness under the SMBC Funding Facility, $655 million aggregate principal amount of outstanding indebtedness under the BNP Funding Facility. In addition, as of December 27, 2024, ADL CLO 1 had outstanding approximately $476 million of notes issued in connection with a term debt securitization (the “May 2024 CLO Notes”), excluding the approximately $226 million of subordinated notes issued by ADL CLO 1 in connection with such term debt securitization retained by us and, as such, eliminated in consolidation (the “May 2024 CLO Subordinated Notes”). Additionally, as of December 27, 2024, ADL CLO 4 had outstanding approximately $544 million of November 2024 CLO Secured Loans, $0 of November 2024 CLO Secured Notes, and $260 million of November 2024 CLO Subordinated Notes which are retained by us and, as such, eliminated in consolidation. All of such indebtedness would be structurally senior to the Notes. In addition, our subsidiaries may incur substantial additional indebtedness in the future, all of which would be structurally senior to the Notes.

The indenture will contain limited protection for holders of the Notes.

The indenture offers limited protection to holders of the Notes. The terms of the indenture and the Notes will not restrict our or any of our subsidiaries’ ability to engage in, or otherwise be a party to, a variety of corporate transactions, circumstances or events that could have an adverse impact on your investment in the Notes. In particular, the terms of the indenture and the Notes will not place any restrictions on our or our subsidiaries’ ability to:

· issue securities or otherwise incur additional indebtedness or other obligations, including (1) any indebtedness or other obligations that would be equal in right of payment to the Notes, (2) any indebtedness or other obligations that would be secured and therefore rank effectively senior in right of payment to the Notes to the extent of the values of the assets securing such debt, (3) indebtedness of ours that is guaranteed by one or more of our subsidiaries and which therefore is structurally senior to the Notes and (4) securities, indebtedness or obligations issued or incurred by our subsidiaries that would be senior to our equity interests in our subsidiaries and therefore rank structurally senior to the Notes with respect to the assets of our subsidiaries, in each case other than an incurrence of indebtedness or other obligation that would cause a violation of Section 18(a)(1)(A) as modified by Section 61(a) of the Investment Company Act or any successor provisions (giving effect to any exemptive relief granted to us by the SEC);

· pay dividends on, or purchase or redeem or make any payments in respect of, capital stock or other securities ranking junior in right of payment to the Notes;

· sell assets (other than certain limited restrictions on our ability to consolidate, merge or sell all or substantially all of our assets);

· create liens (including liens on the shares of our subsidiaries) or enter into sale and leaseback transactions;

· enter into transactions with affiliates;

· make investments; or

· create restrictions on the payment of dividends or other amounts to us from our subsidiaries.

Furthermore, the terms of the indenture and the Notes do not protect holders of the Notes in the event that we experience changes (including significant adverse changes) in our financial condition, results of operations or credit ratings, as they do not require that we or our subsidiaries adhere to any financial tests or ratios or specified levels of net worth, revenues, income, cash flow, or liquidity.

S-12

Our ability to recapitalize, incur additional debt and take a number of other actions that are not limited by the terms of the Notes may have important consequences for you as a holder of the Notes, including making it more difficult for us to satisfy our obligations with respect to the Notes or negatively affecting the trading value of the Notes.

Certain of our current debt instruments include more protections for their holders than the indenture and the Notes. See “Risk Factors — Risks Relating to Our Business — In addition to regulatory requirements that restrict our ability to raise capital, the Facilities, the 2024 Convertible Notes and the Unsecured Notes contain various covenants that, if not complied with, could accelerate repayment under the Facilities, the 2024 Convertible Notes and the Unsecured Notes, thereby materially and adversely affecting our liquidity, financial condition and results of operations” in our 2023 Annual Report. In addition, other debt we issue or incur in the future could contain more protections for its holders than the indenture and the Notes, including additional covenants and events of default. The issuance or incurrence of any such debt with incremental protections could affect the market for and trading levels and prices of the Notes.

We may not be able to repurchase the Notes upon a Change of Control Repurchase Event.

Upon the occurrence of a Change of Control Repurchase Event, as defined in the indenture, as supplemented, subject to certain conditions, we will be required to offer to repurchase all outstanding Notes at 100% of their principal amount, plus accrued and unpaid interest. The source of funds for that purchase of Notes will be our available cash or cash generated from our operations or other potential sources, including borrowings, investment repayments, sales of assets or sales of equity. We cannot assure you that sufficient funds from such sources will be available at the time of any Change of Control Repurchase Event to make required repurchases of Notes tendered. The terms of our Facilities provide that certain change of control events will constitute an event of default thereunder entitling the lenders to accelerate any indebtedness outstanding under the Facilities at that time and to terminate the Facilities. In addition, the indentures governing our $600 million aggregate principal amount of unsecured notes that mature on March 1, 2025 (the “March 2025 Notes”), our $1.25 billion aggregate principal amount of unsecured notes that mature on July 15, 2025 (the “July 2025 Notes”), our $1.15 billion aggregate principal amount of unsecured notes that mature on January 15, 2026 (the “January 2026 Notes”), $1.00 billion aggregate principal amount of unsecured notes that mature on July 15, 2026 (the “July 2026 Notes”), our $900 million aggregate principal amount of unsecured notes that mature on January 15, 2027 (the “January 2027 Notes”), our $500 million aggregate principal amount of unsecured notes that mature on June 15, 2027 (the “June 2027 Notes”), our $1.25 billion aggregate principal amount of unsecured notes that mature on June 15, 2028 (the “June 2028 Notes”), our $1.00 billion aggregate principal amount of unsecured notes that mature on March 1, 2029 (the “March 2029 Notes”), our $850 million aggregate principal amount of unsecured notes that mature on July 15, 2029 (the “July 2029 Notes”) and our $700 million aggregate principal amount of unsecured notes that mature on November 15, 2031 (the “November 2031 Notes” and together with the March 2025 Notes, the July 2025 Notes, the January 2026 Notes, the July 2026 Notes, the January 2027 Notes, the June 2027 Notes, the June 2028 Notes, the March 2029 Notes and the July 2029 Notes, the “Investment Grade Notes”) contain a provision that would require us to offer to purchase the Investment Grade Notes upon the occurrence of a fundamental change or a change of control repurchase event, as applicable. A failure to purchase the Investment Grade Notes would constitute an event of default under the indentures for the Investment Grade Notes, as applicable, which would, in turn, constitute a default under the Facilities and the indenture. Our future debt instruments also may contain similar restrictions and provisions. If the holders of the Notes exercise their right to require us to repurchase all the Notes upon a Change of Control Repurchase Event, the financial effect of this repurchase could cause a default under our future debt instruments, even if the Change of Control Repurchase Event itself would not cause a default. It is possible that we will not have sufficient funds at the time of the Change of Control Repurchase Event to make the required repurchase of the Notes and/or our other debt. See “Description of Notes — Offer to Repurchase Upon a Change of Control Repurchase Event.”

If an active trading market does not develop for the Notes, you may not be able to resell them.

The Notes are a new issue of debt securities for which there currently is no trading market. We do not intend to apply for listing of the Notes on any securities exchange or for quotation of the Notes on any automated dealer quotation system. If no active trading market develops, you may not be able to resell your Notes at their fair market value or at all. If the Notes are traded after their initial issuance, they may trade at a discount from their initial offering price depending on prevailing interest rates, the market for similar securities, our credit ratings, general economic conditions, our financial condition, performance and prospects and other factors. The underwriters have advised us that they intend to make a market in the Notes, but they are not obligated to do so. The underwriters may discontinue any market-making in the Notes at any time at their sole discretion. Accordingly, we cannot assure you that a liquid trading market will develop for the Notes, that you will be able to sell your Notes at a particular time or that the price you receive when you sell will be favorable. To the extent an active trading market for the Notes does not develop, the liquidity and trading price for the Notes may be harmed. Accordingly, you may be required to bear the financial risk of an investment in the Notes for an indefinite period of time.

S-13

Any downgrade or withdrawal of the rating assigned by a rating agency to the Notes may cause their trading price to fall.

If a rating service were to rate the Notes and if such rating service were to downgrade or withdraw any such rating on the Notes or otherwise announces its intention to put the Notes on credit watch, the trading price of the Notes could decline.

Our credit ratings may not reflect all risks of an investment in the Notes.

Our credit ratings are an assessment by third parties of our ability to pay our obligations. Consequently, real or anticipated changes in our credit ratings will generally affect the market value of the Notes. Our credit ratings, however, may not reflect the potential impact of risks related to market conditions generally or other factors discussed above on the market value of or trading market for the Notes.

Because the Notes will initially be held in book-entry form, holders of the Notes must rely on DTC’s procedures to exercise their rights and remedies.

We will initially issue the Notes in the form of one or more “global notes” registered in the name of Cede & Co., as nominee of DTC. Beneficial interests in global notes will be shown on, and transfers of global notes will be effected only through, the records maintained by DTC. Except in limited circumstances, we will not issue certificated notes. See “Description of Notes — Book-Entry, Settlement and Clearance.” Accordingly, if you own a beneficial interest in a global note, then you will not be considered an owner or holder of the Notes. Instead, DTC or its nominee will be the sole holder of the Notes. Payments of principal, interest and other amounts on global notes will be made to the paying agent, who will remit the payments to DTC. We expect that DTC will then credit those payments to the DTC participant accounts that hold book-entry interests in the global notes and that those participants will credit the payments to indirect DTC participants. Unlike persons who have certificated notes registered in their names, owners of beneficial interests in global notes will not have the direct right to act on our solicitations for consents or requests for waivers or other actions from holders of the Notes. Instead, those beneficial owners will be permitted to act only to the extent that they have received appropriate proxies to do so from DTC or, if applicable, a DTC participant. The applicable procedures for the granting of these proxies may not be sufficient to enable owners of beneficial interests in global notes to vote on any requested actions on a timely basis.

S-14

USE OF PROCEEDS

We estimate that the aggregate net proceeds we will receive from the sale of the Notes in this offering will be approximately $980.3 million, after deducting the aggregate underwriting discount of approximately $6.5 million payable by us and aggregate estimated offering expenses of approximately $3.0 million payable by us.

We expect to use the net proceeds of this offering to repay outstanding indebtedness, if any, under the Revolving Credit Facility ($1.5 billion aggregate principal amount outstanding as of December 27, 2024), the Revolving Funding Facility ($1.0 billion aggregate principal amount outstanding as of December 27, 2024), the SMBC Funding Facility ($432 million aggregate principal amount outstanding as of December 27, 2024) and/or the BNP Funding Facility ($655 million aggregate principal amount outstanding as of December 27, 2024).

The interest charged on the indebtedness incurred under the Revolving Credit Facility is based on Secured Overnight Financing Rate (“SOFR”) plus a credit spread adjustment of 0.10% (one-, three- or six-month) (or an alternate rate of interest for certain loans, commitments and/or other extensions of credit denominated in Sterling, Canadian Dollars, Euros and certain other foreign currencies plus a spread adjustment, if applicable) and an applicable spread of either 1.75% or 1.875% or an “alternate base rate” (as defined in the documents governing the Revolving Credit Facility) plus an applicable spread of either 0.75% or 0.875%, in each case, determined monthly based on the total amount of the borrowing base relative to the sum of (i) the greater of (a) the aggregate amount of revolving exposure and term loans outstanding under the Revolving Credit Facility and (b) 85% of the total commitments of the Revolving Credit Facility (or, if higher, the total revolving exposure) plus (ii) other debt, if any, secured by the same collateral as the Revolving Credit Facility. As of December 27, 2024, the one-, three- and six-month SOFR was 4.36%, 4.33% and 4.28%, respectively. The stated maturity date for approximately $107 million of revolving commitments under the Revolving Credit Facility is March 31, 2026, the stated maturity date for approximately $269 million of revolving commitments under the Revolving Credit Facility is March 31, 2027 and the stated maturity date for approximately $3.024 billion of revolving commitments under the Revolving Credit Facility is April 12, 2029. The stated maturity date for $28 million of term loan commitments under the Revolving Credit Facility is March 31, 2026, the stated maturity date for $41 million of term loan commitments under the Revolving Credit Facility is March 31, 2027, the stated maturity date for $70 million of term loan commitments under the Revolving Credit Facility is April 19, 2028 and the stated maturity date for $974 million of term loan commitments under the Revolving Credit Facility is April 12, 2029. The interest rate charged on the indebtedness incurred under the Revolving Funding Facility is based on SOFR or a “base rate” (as defined in the documents governing the Revolving Funding Facility) plus an applicable spread of 2.00% per annum and with no credit spread adjustment. The stated maturity date of the Revolving Funding Facility is October 8, 2029 (subject to extension exercisable upon mutual consent). The interest rate charged on the indebtedness incurred under the SMBC Funding Facility is based on an applicable spread of either (i) 2.00% over one month SOFR or (ii) 1.00% over a “base rate” (as defined in the documents governing the SMBC Funding Facility), in each case, determined monthly based on the amount of the average borrowings outstanding under the SMBC Funding Facility. The stated maturity date of the SMBC Funding Facility is December 6, 2029 (subject to two one-year extension options exercisable upon mutual consent). The interest rate charged on the indebtedness incurred under the BNP Funding Facility is based on an applicable SOFR or a “base rate” (as defined in the documents governing the BNP Funding Facility) plus a margin of (i) 2.10% during the reinvestment period and (ii) 2.60% following the reinvestment period. The stated maturity date of the BNP Funding Facility is July 26, 2029 (subject to a one-year extension option exercisable upon mutual consent).

Affiliates of certain of the underwriters are lenders under the Revolving Credit Facility, the Revolving Funding Facility, the SMBC Funding Facility and/or the BNP Funding Facility. Accordingly, affiliates of certain of the underwriters may receive more than 5% of the proceeds of this offering to the extent such proceeds are used to repay or repurchase outstanding indebtedness under the Revolving Credit Facility, the Revolving Funding Facility, the SMBC Funding Facility and/or the BNP Funding Facility.

We may reborrow under the credit facilities described above for general corporate purposes, which include investing in portfolio companies in accordance with our investment objective.

Investing in portfolio companies could include investments in our investment backlog that, as of December 27, 2024, was approximately $2.1 billion. Please note that the consummation of any of the investments in this backlog depends upon, among other things, one or more of the following: our acceptance of the terms and structure of such investment and the execution and delivery of satisfactory transaction documentation. In addition, we may sell all or a portion of these investments and certain of these investments may result in the repayment of existing investments. We cannot assure you that we will make any of these investments or that we will sell all or any portion of these investments.

S-15

CAPITALIZATION

The following table sets forth our actual capitalization at September 30, 2024. You should read this table together with “Use of Proceeds” described in this prospectus supplement and our most recent balance sheet included in our Q3 2024 Quarterly Report and incorporated by reference herein.

	As of September 30, 2024
	(dollar amounts in millions
	except share amounts and footnotes )
Cash and cash equivalents (including restricted cash)	$	624
Debt(1) (2)
Revolving Credit Facility	$	1,713
Revolving Funding Facility		822
SMBC Funding Facility		492
BNP Funding Facility		784
May 2024 CLO Notes(3)		476
March 2025 Notes		600
July 2025 Notes		1,250
January 2026 Notes		1,150
July 2026 Notes		1,000
January 2027 Notes		900
June 2027 Notes		500
June 2028 Notes		1,250
March 2029 Notes		1,000
July 2029 Notes		850
November 2031 Notes		700
Total Debt		13,487
Stockholders’ Equity(4)
Common stock, par value $0.001 per share, 1,000,000,000 common shares authorized, and 646,076,139 common shares issued and outstanding		1
Capital in excess of par value		12,044
Accumulated overdistributed earnings		728
Total stockholders’ equity		12,773
Total capitalization	$	26,260

(1) The above table reflects the principal amount of indebtedness outstanding as of September 30, 2024. As of December 27, 2024, indebtedness under the Revolving Credit Facility, the Revolving Funding Facility, the SMBC Funding Facility and the BNP Funding Facility were $1.5 billion, $1.0 billion, $432 million and $655 million, respectively. The net proceeds from this offering are expected to be used to pay down outstanding indebtedness, if any, under the Revolving Credit Facility, the Revolving Funding Facility, SMBC Funding Facility, BNP Funding Facility and/or for general corporate purposes, which include investing in portfolio companies in accordance with our investment objective. See “Use of Proceeds.”

(2) The above table excludes the approximately $464.0 million of November 2024 Class A CLO Loans, approximately $80.0 million of November 2024 Class B CLO Loans, $0 of November 2024 CLO Notes and approximately $260.1 million of November 2024 CLO Subordinated Notes. We retained all of the November 2024 CLO Subordinated Notes, which are eliminated in consolidation.

(3) The above table excludes the approximately $226 million of May 2024 CLO Subordinated Notes issued by ADL CLO I and retained by us that are eliminated in consolidation.

(4) From October 1, 2024 through December 20, 2024, we issued and sold approximately 24.6 million shares of common stock under our equity distribution agreements with Jefferies LLC, Mizuho Securities USA LLC, Regions Securities LLC, RBC Capital Markets, LLC and Truist Securities, Inc. with net proceeds totaling approximately $527.6 million. Such issued and sold shares are not reflected in the table above.

S-16

SENIOR SECURITIES

Information about our senior securities (including preferred stock, debt securities and other indebtedness) is shown in the following tables as of the end of the last ten fiscal years and as of September 30, 2024. The “ — ” indicates information that the SEC expressly does not require to be disclosed for certain types of senior securities.

	Total Amount
	Outstanding
	Exclusive of				Involuntary		Average
	Treasury		Asset		Liquidating		Market
	Securities(1) (2)		Coverage		Preference		Value
Class and Year	(in millions)		Per Unit(3)		Per Unit(4)		Per Unit(5)
Revolving Credit Facility
Fiscal 2024 (as of September 30, 2024, unaudited)	$	1,713	$	1,945	$	—	N/A
Fiscal 2023	$	1,413	$	1,937	$	—	N/A
Fiscal 2022	$	2,246	$	1,772	$	—	N/A
Fiscal 2021	$	1,507	$	1,792	$	—	N/A
Fiscal 2020	$	1,180	$	1,824	$	—	N/A
Fiscal 2019	$	2,250	$	2,042	$	—	N/A
Fiscal 2018	$	1,064	$	2,362	$	—	N/A
Fiscal 2017	$	395	$	2,415	$	—	N/A
Fiscal 2016	$	571	$	2,296	$	—	N/A
Fiscal 2015	$	515	$	2,213	$	—	N/A
Fiscal 2014	$	170	$	2,292	$	—	N/A
Revolving Funding Facility
Fiscal 2024 (as of September 30, 2024, unaudited)	$	822	$	1,945	$	—	N/A
Fiscal 2023	$	863	$	1,937	$	—	N/A
Fiscal 2022	$	800	$	1,772	$	—	N/A
Fiscal 2021	$	762	$	1,792	$	—	N/A
Fiscal 2020	$	1,027	$	1,824	$	—	N/A
Fiscal 2019	$	638	$	2,042	$	—	N/A
Fiscal 2018	$	520	$	2,362	$	—	N/A
Fiscal 2017	$	600	$	2,415	$	—	N/A
Fiscal 2016	$	155	$	2,296	$	—	N/A
Fiscal 2015	$	250	$	2,213	$	—	N/A
Fiscal 2014	$	324	$	2,292	$	—	N/A
SMBC Funding Facility
Fiscal 2024 (as of September 30, 2024, unaudited)	$	492	$	1,945	$	—	N/A
Fiscal 2023	$	401	$	1,937	$	—	N/A
Fiscal 2022	$	451	$	1,772	$	—	N/A
Fiscal 2021	$	401	$	1,792	$	—	N/A
Fiscal 2020	$	453	$	1,824	$	—	N/A
Fiscal 2019	$	301	$	2,042	$	—	N/A
Fiscal 2018	$	245	$	2,362	$	—	N/A
Fiscal 2017	$	60	$	2,415	$	—	N/A
Fiscal 2016	$	105	$	2,296	$	—	N/A
Fiscal 2015	$	110	$	2,213	$	—	N/A
Fiscal 2014	$	62	$	2,292	$	—	N/A
BNP Funding Facility
Fiscal 2024 (as of September 30, 2024, unaudited)	$	784	$	1,945	$	—	N/A
Fiscal 2023	$	575	$	1,937	$	—	N/A
Fiscal 2022	$	245	$	1,772	$	—	N/A
Fiscal 2021	$	—	$	1,792	$	—	N/A
Fiscal 2020	$	150	$	1,824	$	—	N/A
May 2024 CLO Notes(6)
Fiscal 2024 (as of September 30, 2024, unaudited)	$	476	$	1,945	$	—	N/A
SBA Debentures
Fiscal 2017	$	—	$	—	$	—	N/A
Fiscal 2016	$	25	$	2,296	$	—	N/A
Fiscal 2015	$	22	$	2,213	$	—	N/A

S-17

	Total Amount
	Outstanding
	Exclusive of				Involuntary		Average
	Treasury		Asset		Liquidating		Market
	Securities(1) (2)		Coverage		Preference		Value
Class and Year	(in millions)		Per Unit(3)		Per Unit(4)		Per Unit(5)
February 2016 Convertible Notes
Fiscal 2015	$	575	$	2,213	$	—	N/A
Fiscal 2014	$	575	$	2,292	$	—	N/A
June 2016 Convertible Notes
Fiscal 2015	$	230	$	2,213	$	—	N/A
Fiscal 2014	$	230	$	2,292	$	—	N/A
2017 Convertible Notes
Fiscal 2016	$	163	$	2,296	$	—	N/A
Fiscal 2015	$	163	$	2,213	$	—	N/A
Fiscal 2014	$	163	$	2,292	$	—	N/A
2018 Convertible Notes
Fiscal 2017	$	270	$	2,415	$	—	N/A
Fiscal 2016	$	270	$	2,296	$	—	N/A
Fiscal 2015	$	270	$	2,213	$	—	N/A
Fiscal 2014	$	270	$	2,292	$	—	N/A
2019 Convertible Notes
Fiscal 2018	$	300	$	2,362	$	—	N/A
Fiscal 2017	$	300	$	2,415	$	—	N/A
Fiscal 2016	$	300	$	2,296	$	—	N/A
Fiscal 2015	$	300	$	2,213	$	—	N/A
Fiscal 2014	$	300	$	2,292	$	—	N/A
2022 Convertible Notes
Fiscal 2021	$	388	$	1,792	$	—	N/A
Fiscal 2020	$	388	$	1,824	$	—	N/A
Fiscal 2019	$	388	$	2,042	$	—	N/A
Fiscal 2018	$	388	$	2,362	$	—	N/A
Fiscal 2017	$	388	$	2,415	$	—	N/A
2024 Convertible Notes(7)
Fiscal 2024 (as of September 30, 2024, unaudited)	$	—	$	—	$	—	N/A
Fiscal 2023	$	403	$	1,937	$	—	N/A
Fiscal 2022	$	403	$	1,772	$	—	N/A
Fiscal 2021	$	403	$	1,792	$	—	N/A
Fiscal 2020	$	403	$	1,824	$	—	N/A
Fiscal 2019	$	403	$	2,042	$	—	N/A
2018 Notes
Fiscal 2017	$	750	$	2,415	$	—	N/A
Fiscal 2016	$	750	$	2,296	$	—	N/A
Fiscal 2015	$	750	$	2,213	$	—	N/A
Fiscal 2014	$	750	$	2,292	$	—	N/A

S-18

	Total Amount
	Outstanding
	Exclusive of				Involuntary		Average
	Treasury		Asset		Liquidating		Market
	Securities(1) (2)		Coverage		Preference		Value
Class and Year	(in millions)		Per Unit(3)		Per Unit(4)		Per Unit(5)
2020 Notes
Fiscal 2018	$	600	$	2,362	$	—		N/A
Fiscal 2017	$	600	$	2,415	$	—		N/A
Fiscal 2016	$	600	$	2,296	$	—		N/A
Fiscal 2015	$	600	$	2,213	$	—		N/A
Fiscal 2014	$	400	$	2,292	$	—		N/A
2022 Notes
Fiscal 2020	$	600	$	1,824	$	—		N/A
Fiscal 2019	$	600	$	2,042	$	—		N/A
Fiscal 2018	$	600	$	2,362	$	—		N/A
Fiscal 2017	$	600	$	2,415	$	—		N/A
Fiscal 2016	$	600	$	2,296	$	—		N/A
February 2022 Notes
Fiscal 2014	$	144	$	2,292	$	—	$	1,024
October 2022 Notes
Fiscal 2016	$	183	$	2,296	$	—	$	1,017
Fiscal 2015	$	183	$	2,213	$	—	$	1,011
Fiscal 2014	$	183	$	2,292	$	—	$	1,013
2040 Notes
Fiscal 2014	$	200	$	2,292	$	—	$	1,040
2023 Notes
Fiscal 2022	$	750	$	1,772	$	—		N/A
Fiscal 2021	$	750	$	1,792	$	—		N/A
Fiscal 2020	$	750	$	1,824	$	—		N/A
Fiscal 2019	$	750	$	2,042	$	—		N/A
Fiscal 2018	$	750	$	2,362	$	—		N/A
Fiscal 2017	$	750	$	2,415	$	—		N/A
June 2024 Notes(8)
Fiscal 2024 (as of September 30, 2024, unaudited)	$	—	$	—	$	—		N/A
Fiscal 2023	$	900	$	1,937	$	—		N/A
Fiscal 2022	$	900	$	1,772	$	—		N/A
Fiscal 2021	$	900	$	1,792	$	—		N/A
Fiscal 2020	$	900	$	1,824	$	—		N/A
Fiscal 2019	$	900	$	2,042	$	—		N/A

S-19

	Total Amount
	Outstanding
	Exclusive of				Involuntary		Average
	Treasury		Asset		Liquidating		Market
	Securities(1) (2)		Coverage		Preference		Value
Class and Year	(in millions)		Per Unit(3)		Per Unit(4)		Per Unit(5)
March 2025 Notes
Fiscal 2024 (as of September 30, 2024, unaudited)	$	600	$	1,945	$	—		N/A
Fiscal 2023	$	600	$	1,937	$	—		N/A
Fiscal 2022	$	600	$	1,772	$	—		N/A
Fiscal 2021	$	600	$	1,792	$	—		N/A
Fiscal 2020	$	600	$	1,824	$	—		N/A
Fiscal 2019	$	600	$	2,042	$	—		N/A
Fiscal 2018	$	600	$	2,362	$	—		N/A
July 2025 Notes
Fiscal 2024 (as of September 30, 2024, unaudited)	$	1,250	$	1,945	$	—		N/A
Fiscal 2023	$	1,250	$	1,937	$	—		N/A
Fiscal 2022	$	1,250	$	1,772	$	—		N/A
Fiscal 2021	$	1,250	$	1,792	$	—		N/A
Fiscal 2020	$	750	$	1,824	$	—		N/A
January 2026 Notes
Fiscal 2024 (as of September 30, 2024, unaudited)	$	1,150	$	1,945	$	—		N/A
Fiscal 2023	$	1,150	$	1,937	$	—		N/A
Fiscal 2022	$	1,150	$	1,772	$	—		N/A
Fiscal 2021	$	1,150	$	1,792	$	—		N/A
Fiscal 2020	$	1,150	$	1,824	$	—		N/A
July 2026 Notes
Fiscal 2024 (as of September 30, 2024, unaudited)	$	1,000	$	1,945	$	—		N/A
Fiscal 2023	$	1,000	$	1,937	$	—		N/A
Fiscal 2022	$	1,000	$	1,772	$	—		N/A
Fiscal 2021	$	1,000	$	1,792	$	—		N/A
January 2027 Notes
Fiscal 2024 (as of September 30, 2024, unaudited)	$	900	$	1,945	$	—		N/A
Fiscal 2023	$	900	$	1,937	$	—		N/A
June 2027 Notes
Fiscal 2024 (as of September 30, 2024, unaudited)	$	500	$	1,945	$	—		N/A
Fiscal 2023	$	500	$	1,937	$	—		N/A
Fiscal 2022	$	500	$	1,772	$	—		N/A
June 2028 Notes
Fiscal 2024 (as of September 30, 2024, unaudited)	$	1,250	$	1,945	$	—		N/A
Fiscal 2023	$	1,250	$	1,937	$	—		N/A
Fiscal 2022	$	1,250	$	1,772	$	—		N/A
Fiscal 2021	$	1,250	$	1,792	$	—		N/A
March 2029 Notes
Fiscal 2024 (as of September 30, 2024, unaudited)	$	1,000	$	1,945	$	—		N/A
July 2029 Notes
Fiscal 2024 (as of September 30, 2024, unaudited)	$	850	$	1,945	$	—		N/A
November 2031 Notes
Fiscal 2024 (as of September 30, 2024, unaudited)	$	700	$	1,945	$	—		N/A
Fiscal 2023	$	700	$	1,937	$	—		N/A
Fiscal 2022	$	700	$	1,772	$	—		N/A
Fiscal 2021	$	700	$	1,792	$	—		N/A
2047 Notes(9)
Fiscal 2020	$	230	$	1,824	$	—	$	1,013
Fiscal 2019	$	230	$	2,042	$	—	$	1,033
Fiscal 2018	$	230	$	2,362	$	—	$	1,013
Fiscal 2017	$	230	$	2,415	$	—	$	1,021
Fiscal 2016	$	230	$	2,296	$	—	$	1,015
Fiscal 2015	$	230	$	2,213	$	—	$	1,011
Fiscal 2014	$	230	$	2,292	$	—	$	985

(1) Total amount of each class of senior securities outstanding at principal value at the end of the period presented.

(2) Excludes the loans and notes issued by ADL CLO 4, including the approximately $544 million of November 2024 CLO Secured Loans, $0 of November 2024 CLO Secured Notes and $260 million of November 2024 CLO Subordinated Notes which are retained by us and, as such, are eliminated in consolidation.

S-20

(3) The asset coverage ratio for a class of senior securities representing indebtedness is calculated as our consolidated total assets, less all liabilities and indebtedness not represented by senior securities, divided by total senior securities representing indebtedness. This asset coverage ratio is multiplied by $1,000 to determine the “Asset Coverage Per Unit” (including for the February 2022 Notes, the October 2022 Notes, the 2040 Notes and the 2047 Notes, which were issued in $25 increments). In June 2016, we received exemptive relief from the SEC allowing us to modify the asset coverage requirements to exclude debentures issued by Ares Venture Finance, L.P. and guaranteed by the Small Business Administration (the “SBA”), subject to the issuance of a capital commitment by the SBA and other customary procedures (the “SBA Debentures”), from this calculation. As such, the asset coverage ratio beginning with Fiscal 2016 excludes the SBA Debentures. Certain prior year amounts have been reclassified to conform to the 2016 and 2017 presentation. In particular, unamortized debt issuance costs were previously included in other assets and were reclassified to long term debt as a result of the adoption of Accounting Standards Update 2015-03, Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs during the first quarter of 2016.

(4) The amount to which such class of senior security would be entitled upon our involuntary liquidation in preference to any security junior to it.

(5) Not applicable, except for with respect to the February 2022 Notes, the October 2022 Notes, the 2040 Notes and the 2047 Notes, as other senior securities are not registered for public trading on a stock exchange. The average market value per unit for each of the February 2022 Notes, the October 2022 Notes, the 2040 Notes and the 2047 Notes is based on the average daily prices of such notes and is expressed per $1,000 of indebtedness (including for the February 2022 Notes, the October 2022 Notes, the 2040 Notes and the 2047 Notes, which were issued in $25 increments).

(6) Excludes the May 2024 CLO Subordinated Notes, which were retained by us and, as such, are eliminated in consolidation. See Note 5 to our consolidated financial statements for the three and nine months ended September 30, 2024 included in our Q3 2024 Quarterly Report for more information.

(7) In March 2024, we repaid in full the $403 million in aggregate principal amount of unsecured convertible notes (the “2024 Convertible Notes”) upon their maturity with a combination of cash and shares of our common stock, in accordance with the terms of the indenture governing the 2024 Convertible Notes.

(8) In June 2024, we repaid in full the $900 million in aggregate principal amount of June 2024 Notes upon their maturity.

(9) In March 2021, we redeemed the entire $230 million in aggregate principal amount outstanding of the unsecured notes that were scheduled to mature on April 15, 2047 (the “2047 Notes”) in accordance with the terms of the indenture governing the 2047 Notes.

S-21

DESCRIPTION OF NOTES

The following description of the particular terms of the 5.800% Notes due 2032 supplements and, to the extent inconsistent therewith, replaces the description of the general terms and provisions of the debt securities set forth in the accompanying prospectus.

We will issue the Notes under a base indenture (the “base indenture”) dated as of May 13, 2024, between us and U.S. Bank Trust Company, National Association, as trustee (the “trustee”), as supplemented by a separate supplemental indenture, to be dated as of the settlement date for the Notes (the “supplemental indenture”).

Under the base indenture, we may issue debt securities in one or more series. As used in this section, all references to the “indenture” mean the base indenture as supplemented by the supplemental indenture. The terms of the Notes include those expressly set forth in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939, as amended, or the TIA.The following description is a summary of the material provisions of the Notes and the indenture and does not purport to be complete. This summary is subject to and is qualified by reference to all the provisions of the Notes and the indenture, including the definitions of certain terms used in the indenture. We urge you to read these documents because they, and not this description, define your rights as a holder of the Notes.

For purposes of this description, references to “we,” “our” and “us” refer only to Ares Capital and not to any of its current or future subsidiaries and references to “subsidiaries” refer only to our consolidated subsidiaries and exclude any investments held by Ares Capital in the ordinary course of business which are not, under GAAP, consolidated on the financial statements of Ares Capital and its subsidiaries.

General

The Notes:

· will be our general unsecured, senior obligations;

· will initially be issued in an aggregate principal amount of $1 billion;

· will mature on March 8, 2032, unless earlier redeemed or repurchased, as discussed below;

· will bear cash interest from January 8, 2025 at an annual rate of 5.800% payable semi-annually on March 8 and September 8 of each year, beginning on September 8, 2025;

· will be subject to redemption at our option as described under “— Optional Redemption;”

· will be subject to repurchase by us at the option of the holders following a Change of Control Repurchase Event (as defined below under “— Offer to Repurchase Upon a Change of Control Repurchase Event”), at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the date of repurchase;

· will be issued in denominations of $2,000 and integral multiples of $1,000 thereof; and

· will be represented by one or more registered Notes in global form, but in certain limited circumstances may be represented by Notes in definitive form. See “— Book-Entry, Settlement and Clearance.”

The indenture does not limit the amount of debt that may be issued by us or our subsidiaries under the indenture or otherwise. The indenture does not contain any financial covenants and does not restrict us from paying dividends or issuing or repurchasing our other securities. Other than restrictions described under “— Offer to Repurchase Upon a Change of Control Repurchase Event” and “— Merger, Consolidation or Sale of Assets” below, the indenture does not contain any covenants or other provisions designed to afford holders of the Notes protection in the event of a highly leveraged transaction involving us or in the event of a decline in our credit rating as the result of a takeover, recapitalization, highly leveraged transaction or similar restructuring involving us that could adversely affect such holders.

S-22

We may, without the consent of the holders, issue additional Notes under the indenture with the same terms (except for the issue date, public offering price and, if applicable, the initial interest payment date) and with the same CUSIP numbers as the Notes offered hereby in an unlimited aggregate principal amount; provided that such additional Notes must be part of the same issue as the Notes offered hereby for U.S. federal income tax purposes.

We do not intend to list the Notes on any securities exchange or any automated dealer quotation system.

Payments on the Notes; Paying Agent and Registrar; Transfer and Exchange

We will pay the principal of, and interest on, the Notes in global form registered in the name of or held by DTC or its nominee in immediately available funds to DTC or its nominee, as the case may be, as the registered holder of such Global Note (as defined below).

Payment of principal of (and premium, if any) and any such interest on the Notes will be made at the corporate trust office of the trustee in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at our option payment of interest may be made by (i) check mailed to the address of the person entitled thereto as such address shall appear in the security register or (ii) transfer to an account maintained by the holder located in the United States.

A holder of Notes may transfer or exchange Notes at the office of the registrar in accordance with the indenture. The registrar and the trustee may require a holder, among other things, to furnish appropriate endorsements and transfer documents. No service charge will be imposed by us, the trustee or the registrar for any registration of transfer or exchange of Notes, but we may require a holder to pay a sum sufficient to cover any transfer tax or other similar governmental charge required by law or permitted by the indenture.

The registered holder of a Note will be treated as its owner for all purposes.

Interest

The Notes will bear cash interest at a rate of 5.800% per year until maturity. Interest on the Notes will accrue from January 8, 2025 or from the most recent date on which interest has been paid or duly provided for. Interest on the Notes will be payable semiannually in arrears on March 8 and September 8 of each year, beginning on September 8, 2025.

Interest will be paid to the person in whose name a Note is registered at 5:00 p.m. New York City time (the “close of business”) on March 1 or September 1, as the case may be, immediately preceding the relevant interest payment date. Interest on the Notes will be computed on the basis of a 360-day year composed of twelve 30-day months.

If any interest payment date, redemption date, the maturity date or any earlier required repurchase date upon a Change of Control Repurchase Event (defined below) of a Note falls on a day that is not a business day, the required payment will be made on the next succeeding business day and no interest on such payment will accrue in respect of the delay. The term “business day” means, with respect to any Note, any day other than a Saturday, a Sunday or a day on which banking institutions in New York or the city in which the corporate trust office is located are authorized or obligated by law, regulation or executive order to remain closed.

Ranking

The Notes will be our general unsecured obligations that rank senior in right of payment to all of our future indebtedness that is expressly subordinated, or junior, in right of payment to the Notes. The Notes will rank pari passu, or equally, in right of payment with all of our existing and future liabilities that are not so subordinated, or junior. The Notes will effectively rank subordinated, or junior, to any of our secured indebtedness (including unsecured indebtedness that we later secure) to the extent of the value of the assets securing such indebtedness. The Notes will rank structurally subordinated, or junior, to all existing and future indebtedness (including trade payables) incurred by our subsidiaries, financing vehicles or similar facilities. In the event of our bankruptcy, liquidation, reorganization or other winding up, our assets that secure secured debt will be available to pay obligations on the Notes only after all indebtedness under such secured debt has been repaid in full from such assets. We advise you that there may not be sufficient assets remaining to pay amounts due on any or all the Notes then outstanding.

S-23

As of December 27, 2024, our total consolidated indebtedness was approximately $13.8 billion aggregate principal amount outstanding, of which approximately $1.5 billion was our direct secured indebtedness, approximately $3.1 billion was indebtedness of our consolidated subsidiaries and approximately $9.2 billion was our direct unsecured indebtedness. After giving effect to the issuance of the Notes, and assuming the proceeds therefrom are used to repay outstanding borrowings under the Facilities, our total consolidated indebtedness would have been approximately $13.8 billion aggregate principal amount outstanding as of December 27, 2024. See “Capitalization.”

Optional Redemption

Prior to January 8, 2032 (2 months prior to their maturity date) (the “Par Call Date”), we may redeem the Notes at our option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:

(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points less (b) interest accrued to the date of redemption, and

(2) 100% of the principal amount of the Notes to be redeemed,

plus, in either case, accrued and unpaid interest thereon to the redemption date. On or after the Par Call Date, we may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Note being redeemed plus accrued and unpaid interest thereon to the redemption date.

“Treasury Rate” means, with respect to any redemption date, the yield determined by us in accordance with the following two paragraphs.

The Treasury Rate shall be determined by us after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading). In determining the Treasury Rate, we shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.

If on the third business day preceding the redemption date H.15 or any successor designation or publication is no longer published, we shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the Par Call Date, we shall select the United States Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, we shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

S-24

Our actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.

Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the depositary’s procedures) at least 10 days but not more than 60 days before the redemption date to each holder of Notes to be redeemed.

In the case of a partial redemption, selection of the Notes for redemption will be made pro rata, by lot or by such other method as the Trustee in its sole discretion deems appropriate and fair. No Notes of a principal amount of $2,000 or less will be redeemed in part. If any note is to be redeemed in part only, the notice of redemption that relates to the note will state the portion of the principal amount of the note to be redeemed. A new note in a principal amount equal to the unredeemed portion of the note will be issued in the name of the holder of the note upon surrender for cancellation of the original note. For so long as the Notes are held by DTC (or another depositary), the redemption of the Notes shall be done in accordance with the policies and procedures of the depositary.

Unless we default in payment of the redemption price, on and after the redemption date interest will cease to accrue on the Notes or portions thereof called for redemption.

Any notice of redemption may, in our discretion, be given subject to the satisfaction of one or more conditions precedent, including, but not limited to, completion of a corporate transaction that is pending (such as an equity or equity-linked offering, an incurrence of indebtedness or an acquisition or other strategic transaction involving a change of control in us or another entity). In that case, such notice of redemption shall describe each such condition, and, if applicable, shall state that, in our discretion, (i) the redemption date may be delayed until such time (including by more than 60 calendar days after the date the notice of redemption was mailed or delivered, including by electronic transmission) as any or all such conditions shall be satisfied, or (ii) such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or waived by us by the relevant redemption date, or by the redemption date as so delayed.

Offer to Repurchase Upon a Change of Control Repurchase Event

If a Change of Control Repurchase Event occurs, unless we have exercised our right to redeem the Notes in full, we will make an offer to each holder of Notes to repurchase all or any part (in minimum denominations of $2,000 and integral multiples of $1,000 principal amount in excess thereof) of that holder’s Notes at a repurchase price in cash equal to 100% of the aggregate principal amount of Notes repurchased plus any accrued and unpaid interest on the Notes repurchased to the date of purchase. Within 30 days following any Change of Control Repurchase Event or, at our option, prior to any Change of Control, but after the public announcement of the Change of Control, we will mail a notice to each holder describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase Notes on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed. The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. We will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notes, we will comply with the applicable securities laws and regulations and will not be deemed to have breached our obligations under the Change of Control Repurchase Event provisions of the Notes by virtue of such conflict.

On the Change of Control Repurchase Event payment date, subject to extension if necessary to comply with the provisions of the Investment Company Act, we will, to the extent lawful:

(1) accept for payment all Notes or portions of Notes properly tendered pursuant to our offer;

(2) deposit with the paying agent an amount equal to the aggregate purchase price in respect of all Notes or portions of Notes properly tendered; and

(3) deliver or cause to be delivered to the trustee the Notes properly accepted, together with an officers’ certificate stating the aggregate principal amount of Notes being purchased by us.

S-25

The paying agent will promptly remit to each holder of Notes properly tendered the purchase price for the Notes, and the trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each holder a new Note equal in principal amount to any unpurchased portion of any Notes surrendered; provided that each new Note will be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof.

We will not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by us and such third party purchases all Notes properly tendered and not withdrawn under its offer.

The source of funds that will be required to repurchase Notes in the event of a Change of Control Repurchase Event will be our available cash or cash generated from our operations or other potential sources, including funds provided by a purchaser in the Change of Control transaction, borrowings, sales of assets or sales of equity. We cannot assure you that sufficient funds from such sources will be available at the time of any Change of Control Repurchase Event to make required repurchases of Notes tendered. The terms of our Facilities provide that certain change of control events will constitute an event of default thereunder entitling the lenders to accelerate any indebtedness outstanding under the Facilities at that time and to terminate the Facilities. In addition, the indentures governing our Investment Grade Notes contain a provision that would require us to offer to purchase the Investment Grade Notes upon the occurrence of a fundamental change or a change of control repurchase event, as applicable. A failure to purchase any tendered Investment Grade Notes would constitute an event of default under the indentures for the Investment Grade Notes, as applicable, which would, in turn, constitute a default under the Facilities and the indenture. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Financial Condition, Liquidity and Capital Resources — Debt Capital Activities” in our Q3 2024 Quarterly Report and incorporated by reference herein for a general discussion of our indebtedness. Our future debt instruments may contain similar restrictions and provisions. If the holders of the Notes exercise their right to require us to repurchase Notes upon a Change of Control Repurchase Event, the financial effect of this repurchase could cause a default under our future debt instruments, even if the Change of Control Repurchase Event itself would not cause a default. It is possible that we will not have sufficient funds at the time of the Change of Control Repurchase Event to make the required repurchase of the Notes and/or our other debt. See “Risk Factors — Risks Relating to the Notes — We may not be able to repurchase the Notes upon a Change of Control Repurchase Event.”

The definition of “Change of Control” includes a phrase relating to the direct or indirect sale, transfer, conveyance or other disposition of “all or substantially all” of our properties or assets and those of our subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise, established definition of the phrase under applicable law. Accordingly, the ability of a holder of Notes to require us to repurchase the Notes as a result of a sale, transfer, conveyance or other disposition of less than all of our assets and the assets of our subsidiaries taken as a whole to another person or group may be uncertain.

For purposes of the Notes:

“Below Investment Grade Rating Event” means the Notes are downgraded below Investment Grade by all three Rating Agencies on any date from the date of the public notice of an arrangement that results in a Change of Control until the end of the 60-day period following public notice of the occurrence of a Change of Control (which period shall be extended so long as the rating of the Notes is under publicly announced consideration for possible downgrade by any of the Rating Agencies); provided that a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Below Investment Grade Rating Event for purposes of the definition of Change of Control Repurchase Event hereunder) if the Rating Agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform the trustee in writing at its request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the Below Investment Grade Rating Event).

“Change of Control” means the occurrence of any of the following:

(1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation) in one or a series of related transactions, of all or substantially all of the assets of Ares Capital and its Controlled Subsidiaries taken as a whole to any “person” or “group” (as those terms are used in Section 13(d)(3) of the Exchange Act), other than to any Permitted Holders; provided that, for the avoidance of doubt, a pledge of assets pursuant to any secured debt instrument of Ares Capital or its Controlled Subsidiaries shall not be deemed to be any such sale, lease, transfer, conveyance or disposition;

S-26

(2) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” or “group” (as those terms are used in Section 13(d)(3) of the Exchange Act) (other than any Permitted Holders) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the outstanding Voting Stock of Ares Capital, measured by voting power rather than number of shares; or

(3) the approval by Ares Capital’s stockholders of any plan or proposal relating to the liquidation or dissolution of Ares Capital.

“Change of Control Repurchase Event” means the occurrence of a Change of Control and a Below Investment Grade Rating Event.

“Controlled Subsidiary” means any subsidiary of Ares Capital, 50% or more of the outstanding equity interests of which are owned by Ares Capital and its direct or indirect subsidiaries and of which Ares Capital possesses, directly or indirectly, the power to direct or cause the direction of the management or policies, whether through the ownership of voting equity interests, by agreement or otherwise.

“Fitch” means Fitch, Inc., also known as Fitch Ratings, or any successor thereto.

“Investment Grade” means a rating of BBB− or better by Fitch (or its equivalent under any successor rating categories of Fitch), Baa3 or better by Moody’s (or its equivalent under any successor rating categories of Moody’s) and BBB− or better by S&P (or its equivalent under any successor rating categories of S&P) (or, in each case, if such Rating Agency ceases to rate the Notes for reasons outside of our control, the equivalent investment grade credit rating from any Rating Agency selected by us as a replacement Rating Agency).

“Moody’s” means Moody’s Investor Services, Inc., or any successor thereto.

“Permitted Holders” means (i) us, (ii) one or more of our Controlled Subsidiaries and (iii) Ares Capital Management LLC or any affiliate of Ares Capital Management LLC that is organized under the laws of a jurisdiction located in the United States of America and in the business of managing or advising clients.

“Rating Agency” means:

(1) each of Fitch, Moody’s and S&P; and

(2) if any of Fitch, Moody’s or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of our control, a “nationally recognized statistical rating organization” as defined in Section (3)(a)(62) of the Exchange Act selected by us as a replacement agency for Fitch, Moody’s and/or S&P, as the case may be.

“S&P” means Standard & Poor’s Ratings Services, a division of McGraw-Hill, Inc., or any successor thereto.

“Voting Stock” as applied to stock of any person, means shares, interests, participations or other equivalents in the equity interest (however designated) in such person having ordinary voting power for the election of a majority of the directors (or the equivalent) of such person, other than shares, interests, participations or other equivalents having such power only by reason of the occurrence of a contingency.

Covenants

The covenants in the base indenture shall apply to the Notes. Certain of such covenants are described in further detail below:

S-27

Merger, Consolidation or Sale of Assets

The indenture will provide that we will not merge or consolidate with or into any other person (other than a merger of a wholly owned subsidiary into us), or sell, transfer, lease, convey or otherwise dispose of all or substantially all our property (provided that, for the avoidance of doubt, a pledge of assets pursuant to any secured debt instrument of Ares Capital or its Controlled Subsidiaries shall not be deemed to be any such sale, transfer, lease, conveyance or disposition) in any one transaction or series of related transactions unless:

· we are the surviving person (the “Surviving Person”) or the Surviving Person (if other than us) formed by such merger or consolidation or to which such sale, transfer, lease, conveyance or disposition is made shall be a corporation or limited liability company organized and existing under the laws of the United States of America or any state or territory thereof;

· the Surviving Person (if other than us) expressly assumes, by supplemental indenture in form reasonably satisfactory to the trustee, executed and delivered to the trustee by such Surviving Person, the due and punctual payment of the principal of, and premium, if any, and interest on, all the Notes outstanding, and the due and punctual performance and observance of all the covenants and conditions of the indenture to be performed by us;

· immediately after giving effect to such transaction or series of related transactions, no default or event of default shall have occurred and be continuing; and

· we shall deliver, or cause to be delivered, to the trustee, an officers’ certificate and an opinion of counsel, each stating that such transaction and the supplemental indenture, if any, in respect thereto, comply with this covenant and that all conditions precedent in the indenture relating to such transaction have been complied with.

For the purposes of this covenant, the sale, transfer, lease, conveyance or other disposition of all the property of one or more of our subsidiaries, which property, if held by us instead of such subsidiaries, would constitute all or substantially all of our property on a consolidated basis, shall be deemed to be the transfer of all or substantially all of our property.

Although there is a limited body of case law interpreting the phrase “substantially all”, there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve “all or substantially all” of the properties or assets of a person. As a result, it may be unclear as to whether the merger, consolidation or sale of assets covenant would apply to a particular transaction as described above absent a decision by a court of competent jurisdiction. Although these types of transactions are permitted under the indenture, certain of the foregoing transactions could constitute a Change of Control that results in a Change of Control Repurchase Event permitting each holder to require us to repurchase the Notes of such holder as described above.

An assumption by any person of obligations under the Notes and the indenture might be deemed for U.S. federal income tax purposes to be an exchange of the Notes for new Notes by the holders thereof, resulting in recognition of gain or loss for such purposes and possibly other adverse tax consequences to the holders. Holders are urged to consult their own tax advisors regarding the tax consequences of such an assumption.

Other Covenants

· We agree that for the period of time during which the Notes are outstanding, we will not violate, whether or not we are subject to, Section 18(a)(1)(A) as modified by Section 61(a) of the Investment Company Act or any successor provisions, as such obligation may be amended or superseded, giving effect to any exemptive relief that may be granted to us by the SEC.

· If, at any time, we are not subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act to file any periodic reports with the SEC, we agree to furnish to holders of the Notes and the trustee, for the period of time during which the Notes are outstanding, our audited annual consolidated financial statements, within 90 days of our fiscal year end, and unaudited interim consolidated financial statements, within 45 days of our fiscal quarter end (other than our fourth fiscal quarter). All such financial statements will be prepared, in all material respects, in accordance with GAAP, as applicable.

S-28

Events of Default

Each of the following is an event of default:

(1) default in the payment of any interest upon any Note when due and payable and the default continues for a period of 30 calendar days;

(2) default in the payment of the principal of (or premium, if any, on) any Note when it becomes due and payable at its maturity including upon any redemption date or required repurchase date;

(3) default in the deposit of any sinking fund payment, when and as due by the terms of any Notes, and continuance of such default for a period of 5 days;

(4) our failure for 60 consecutive calendar days after written notice from the trustee or the holders of at least 25% in principal amount of the Notes then outstanding has been received to comply with any of our other agreements contained in the Notes or indenture;

(5) default by us or any of our significant subsidiaries, as defined in Article 1, Rule 1-02 of Regulation S-X under the Exchange Act (but excluding any subsidiary which is (a) a non-recourse or limited recourse subsidiary, (b) a bankruptcy remote special purpose vehicle or (c) is not consolidated with Ares Capital for purposes of GAAP), with respect to any mortgage, agreement or other instrument under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed in excess of $100 million in the aggregate of us and/or any such subsidiary, whether such indebtedness now exists or shall hereafter be created (i) resulting in such indebtedness becoming or being declared due and payable or (ii) constituting a failure to pay the principal or interest of any such debt when due and payable at its stated maturity, upon required repurchase, upon declaration of acceleration or otherwise, unless, in either case, such indebtedness is discharged, or such acceleration is rescinded, stayed or annulled, within a period of 30 calendar days after written notice of such failure is given to us by the trustee or to us and the trustee by the holders of at least 25% in aggregate principal amount of the Notes then outstanding;

(6) Pursuant to Section 18(a)(1)(C)(ii) and Section 61 of the Investment Company Act, on the last business day of each of 24 consecutive calendar months, any class of securities shall have an asset coverage (as such term is used in the Investment Company Act) of less than 100%; or

(7) certain events of bankruptcy, insolvency, or reorganization involving us occur and remain undischarged or unstayed for a period of 60 days.

If an event of default occurs and is continuing, then and in every such case (other than an event of default specified in item (7) above) the trustee or the holders of at least 25% in principal amount of the outstanding Notes may declare the entire principal amount of Notes to be due and immediately payable, by a notice in writing to us (and to the trustee if given by the holders), and upon any such declaration such principal or specified portion thereof shall become immediately due and payable. Notwithstanding the foregoing, in the case of the events of bankruptcy, insolvency or reorganization described in item (7) above, 100% of the principal of and accrued and unpaid interest on the Notes will automatically become due and payable.

At any time after a declaration of acceleration with respect to the Notes has been made and before a judgment or decree for payment of the money due has been obtained by the trustee, the holders of not less than a majority in principal amount of the outstanding Notes, by written notice to us and the trustee, may rescind and annul such declaration and its consequences if (i) we have paid or deposited with the trustee a sum sufficient to pay all overdue installments of interest, if any, on all outstanding Notes, the principal of (and premium, if any, on) all outstanding Notes that have become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates borne by or provided for in such Notes, to the extent that payment of such interest is lawful interest upon overdue installments of interest at the rate or rates borne by or provided for in such Notes, and all sums paid or advanced by the trustee and the reasonable compensation, expenses, disbursements and advances of the trustee, its agents and counsel, and (ii) all events of default with respect to the Notes, other than the nonpayment of the principal of (or premium, if any, on) or interest on such Notes that have become due solely by such declaration of acceleration, have been cured or waived. No such rescission will affect any subsequent default or impair any right consequent thereon.

S-29

No holder of Notes will have any right to institute any proceeding, judicial or otherwise, with respect to the indenture, or for the appointment of a receiver or trustee, or for any other remedy under the indenture, unless

(i) such holder has previously given written notice to the trustee of a continuing event of default with respect to the Notes,

(ii) the holders of not less than 25% in principal amount of the outstanding Notes shall have made written request to the trustee to institute proceedings in respect of such event of default;

(iii) such holder or holders have offered to the trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request;

(iv) the trustee for 60 calendar days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

(v) no direction inconsistent with such written request has been given to the trustee during such 60-day period by the holders of a majority in principal amount of the outstanding Notes.

Notwithstanding any other provision in the indenture, the holder of any Note shall have the right, which is absolute and unconditional, to receive payment of the principal of (and premium, if any, on) and interest, if any, on such Note on the stated maturity or maturity expressed in such Note (or, in the case of redemption, on the redemption date or, in the case of repayment at the option of the holders, on the repayment date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such holder.

The trustee shall be under no obligation to exercise any of the rights or powers vested in it by the indenture at the request or direction of any of the holders of the Notes unless such holders shall have offered to the trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. Subject to the foregoing, the holders of a majority in principal amount of the outstanding Notes shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to the Notes, provided that (i) such direction shall not be in conflict with any rule of law or with this indenture, (ii) the trustee may take any other action deemed proper by the trustee that is not inconsistent with such direction and (iii) the trustee need not take any action that it determines in good faith may involve it in personal liability or be unjustly prejudicial to the holders of Notes not consenting.

The holders of not less than a majority in principal amount of the outstanding Notes may on behalf of the holders of all of the Notes waive any past default under the indenture with respect to the Notes and its consequences, except a default (i) in the payment of (or premium, if any, on) or interest, if any, on any Note, or (ii) in respect of a covenant or provision of the indenture which cannot be modified or amended without the consent of the holder of each outstanding Note affected. Upon any such waiver, such default shall cease to exist, and any event of default arising therefrom shall be deemed to have been cured, for every purpose, but no such waiver shall extend to any subsequent or other default or event of default or impair any right consequent thereto.

We are required to deliver to the trustee, within 120 days after the end of each fiscal year, an officers’ certificate stating whether to the knowledge of the signers any default or event of default occurred during the previous year that is continuing.

Within 90 days after the occurrence of any default under the indenture with respect to the Notes, the trustee shall transmit notice of such default known to the trustee, unless such default shall have been cured or waived; provided, however, that, except in the case of a default in the payment of the principal of (or premium, if any, on) or interest, if any, on any Note, the trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of directors of the trustee in good faith determines that withholding of such notice is in the interest of the holders of the Notes.

If a default for a failure to deliver a required notice or certificate in connection with another default under the indenture (the “Initial Default”) occurs, then at the time such Initial Default is cured, such default for a failure to deliver a required notice or certificate in connection with another default that resulted solely because of that Initial Default will also be cured without any further action and any default or event of default for the failure to deliver any notice or certificate pursuant to any other provision of the indenture will be deemed to be cured upon the delivery of any such notice or certificate required by such covenant or such notice or certificate, as applicable, even though such delivery is not within the prescribed period specified in the indenture.

S-30

The following provisions from the base indenture and the corresponding information from the section captioned “Description of Our Debt Securities” in the accompanying prospectus, as applicable, shall not apply to the Notes: (i) the second to last paragraph of Section 3.05 of the base indenture (and the corresponding information in the last sentence of the third paragraph under the caption “Description of Our Debt Securities-Form, Exchange and Transfer of Securities” in the accompanying prospectus), (ii) the last paragraph in Section 5.01 of the base indenture, (iii) the third, fourth, fifth and sixth paragraphs of Section 5.02 of the base indenture (and the corresponding information in the sixth through tenth paragraph and in the twelfth through sixteenth paragraph under the caption “Description of Our Debt Securities-Events of Default-Remedies if an Event of Default Occurs” in the accompanying prospectus) and (iv) the last sentence of the seventh paragraph of Section 5.02 of the base indenture (and the corresponding information in the last sentence of the eleventh paragraph under the caption “Description of Our Debt Securities-Events of Default-Remedies if an Event of Default Occurs” in the accompanying prospectus).

Satisfaction and Discharge; Defeasance

We may satisfy and discharge our obligations under the indenture by delivering to the securities registrar for cancellation all outstanding Notes or by depositing with the trustee or delivering to the holders, as applicable, after the Notes have become due and payable, or otherwise, moneys sufficient to pay all of the outstanding Notes and paying all other sums payable under the indenture by us. Such discharge is subject to terms contained in the indenture.

In addition, the Notes are subject to defeasance and covenant defeasance, in each case, in accordance with the terms of the indenture. Defeasance means that, subject to the satisfaction of certain conditions, including, but not limited to, (i) depositing in trust for the benefit of the holders of the Notes a combination of money and/or U.S. government or U.S. government agency notes or bonds that will generate enough cash to make interest, principal and any other payments on the Notes on their various due dates and (ii) delivering to the trustee an opinion of counsel stating that (a) we have received from, or there has been published by, the Internal Revenue Service (the “IRS”) a ruling, or (b) since the date of execution of the indenture, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon, the holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred, we can legally release ourselves from all payment and other obligations on the Notes. Covenant defeasance means that, subject to the satisfaction of certain conditions, including, but not limited to, (i) depositing in trust for the benefit of the holders of the Notes a combination of money and/or U.S. government or U.S. government agency notes or bonds that will generate enough cash to make interest, principal and any other payments on the Notes on their various due dates and (ii) delivering to the trustee an opinion of counsel to the effect that the holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred, we will be released from some of the restrictive covenants in the indenture.

No Personal Liability of Directors, Officers, Employees and Stockholders

No past, present or future director, officer, employee, incorporator or stockholder of ours, as such, will have any liability for any obligations of ours under the indenture or the Notes or for any claim based on, in respect of, or by reason of, such obligations or their creation. By accepting any Note, each holder of the Notes will be deemed to waive and release all such liability, and such waiver and release are part of the consideration for the issuance of the Notes.

Trustee

U.S. Bank Trust Company, National Association, is the trustee, security registrar and paying agent. U.S. Bank Trust Company, National Association, in each of its capacities, including without limitation as trustee, security registrar and paying agent, assumes no responsibility for the accuracy or completeness of the information concerning us or our affiliates or any other party contained in this prospectus supplement and accompanying prospectus or the related documents or for any failure by us or any other party to disclose events that may have occurred and may affect the significance or accuracy of such information, or for any information provided to it by us, including but not limited to settlement amounts and any other information.

We may maintain banking relationships in the ordinary course of business with the trustee and its affiliates.

S-31

Governing Law

The indenture provides that it and the Notes shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of laws that would cause the application of laws of another jurisdiction.

Book-Entry, Settlement and Clearance

Global Notes

The Notes will be initially issued in the form of one or more registered Notes in global form, without interest coupons (the “Global Notes”). Upon issuance, each of the Global Notes will be deposited with the trustee as custodian for DTC and registered in the name of Cede & Co., as nominee of DTC.

Ownership of beneficial interests in a Global Note will be limited to persons who have accounts with DTC (“DTC participants”) or persons who hold interests through DTC participants. We expect that under procedures established by DTC:

· upon deposit of a Global Note with DTC’s custodian, DTC will credit portions of the principal amount of the Global Note to the accounts of the DTC participants designated by the underwriters; and

· ownership of beneficial interests in a Global Note will be shown on, and transfer of ownership of those interests will be effected only through, records maintained by DTC (with respect to interests of DTC participants) and the records of DTC participants (with respect to other owners of beneficial interests in the Global Note).

Beneficial interests in Global Notes may not be exchanged for Notes in physical, certificated form except in the limited circumstances described below.

Book-Entry Procedures for Global Notes

All interests in the Global Notes will be subject to the operations and procedures of DTC. We provide the following summary of those operations and procedures solely for the convenience of investors. The operations and procedures of DTC are controlled by that settlement system and may be changed at any time. Neither we nor the underwriters are responsible for those operations or procedures.

DTC has advised us that it is:

· a limited purpose trust company organized under the laws of the State of New York;

· a “banking organization” within the meaning of the New York State Banking Law;

· a member of the Federal Reserve System;

· a “clearing corporation” within the meaning of the New York Uniform Commercial Code; and

· a “clearing agency” registered under Section 17A of the Exchange Act.

DTC was created to hold securities for its participants and to facilitate the clearance and settlement of securities transactions between its participants through electronic book-entry changes to the accounts of its participants. DTC’s participants include securities brokers and dealers, including the underwriters; banks and trust companies; clearing corporations and other organizations. Indirect access to DTC’s system is also available to others such as banks, brokers, dealers and trust companies; these indirect participants clear through or maintain a custodial relationship with a DTC participant, either directly or indirectly. Investors who are not DTC participants may beneficially own securities held by or on behalf of DTC only through DTC participants or indirect participants in DTC.

So long as DTC’s nominee is the registered owner of a Global Note, that nominee will be considered the sole owner or holder of the Notes represented by that Global Note for all purposes under the indenture. Except as provided below, owners of beneficial interests in a Global Note:

S-32

· will not be entitled to have Notes represented by the Global Note registered in their names;

· will not receive or be entitled to receive physical, certificated Notes; and

· will not be considered the owners or holders of the Notes under the indenture for any purpose, including with respect to the giving of any direction, instruction or approval to the trustee under the indenture.

As a result, each investor who owns a beneficial interest in a Global Note must rely on the procedures of DTC to exercise any rights of a holder of Notes under the indenture (and, if the investor is not a participant or an indirect participant in DTC, on the procedures of the DTC participant through which the investor owns its interest).

Payments of principal and interest with respect to the Notes represented by a Global Note will be made by the trustee to DTC’s nominee as the registered holder of the Global Note. Neither we nor the trustee will have any responsibility or liability for the payment of amounts to owners of beneficial interests in a Global Note, for any aspect of the records relating to or payments made on account of those interests by DTC, or for maintaining, supervising or reviewing any records of DTC relating to those interests.

Payments by participants and indirect participants in DTC to the owners of beneficial interests in a Global Note will be governed by standing instructions and customary industry practice and will be the responsibility of those participants or indirect participants and DTC.

Transfers between participants in DTC will be effected under DTC’s procedures and will be settled in same-day funds.

Certificated Notes

Notes in physical, certificated form will be issued and delivered to each person that DTC identifies as a beneficial owner of the related Notes only if:

· DTC notifies us at any time that it is unwilling or unable to continue as depositary for the Global Notes and a successor depositary is not appointed within 90 days;

· DTC ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90 days; or

· an event of default with respect to the Notes has occurred and is continuing and such beneficial owner requests that its Notes be issued in physical, certificated form.

S-33

CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following discussion is a general summary of the material U.S. federal income tax considerations applicable to an investment in the Notes. This summary does not purport to be a complete description of the U.S. federal income tax considerations applicable to such an investment. The discussion is based upon the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations promulgated under the Code (“Treasury Regulations”), and administrative and judicial interpretations, each as of the date of this prospectus supplement and all of which are subject to change, potentially with retroactive effect. Investors are urged to consult their tax advisors with respect to tax considerations that pertain to their investment in the Notes.

This discussion deals only with Notes held as capital assets within the meaning of Section 1221 of the Code and does not purport to deal with persons in special tax situations, such as financial institutions, insurance companies, controlled foreign corporations, passive foreign investment companies and regulated investment companies (and shareholders of such corporations), dealers in securities or currencies, traders in securities, former citizens of the United States, persons holding the Notes as a hedge against currency risks or as a position in a “straddle,” “hedge,” “constructive sale transaction” or “conversion transaction” for tax purposes, entities that are tax-exempt for U.S. federal income tax purposes, retirement plans, individual retirement accounts, tax-deferred accounts, persons subject to the alternative minimum tax, pass-through entities (including partnerships and entities and arrangements classified as partnerships for U.S. federal income tax purposes) and beneficial owners of pass-through entities, persons whose functional currency is not the U.S. dollar or persons subject to the special tax accounting rules under Section 451(b) of the Code. It also does not deal with beneficial owners of the Notes other than original purchasers of the Notes who acquire the Notes in this offering for a price equal to their original issue price (i.e., the first price at which a substantial amount of the Notes is sold other than to bond houses, brokers, or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers). Moreover, this discussion does not address the effect of the “unearned” net investment income surtax. Investors considering purchasing the Notes are urged to consult their tax advisors concerning the application of the U.S. federal tax laws to their individual circumstances, as well as any consequences to such investors relating to purchasing, owning and disposing of the Notes under the laws of any other taxing jurisdiction.

For purposes of this discussion, the term “U.S. Holder” means a beneficial owner of a Note that is, for U.S. federal income tax purposes, (i) an individual citizen or resident of the United States, (ii) a corporation or other entity treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States or of any political subdivision thereof, (iii) a trust (a) subject to the control of one or more U.S. persons and the primary supervision of a court in the United States, or (b) that has a valid election (under applicable Treasury Regulations) to be treated as a U.S. person for U.S federal income tax purposes, or (iv) an estate the income of which is subject to U.S. federal income taxation regardless of its source. The term “non-U.S. Holder” means a beneficial owner of a Note that is neither a U.S. Holder nor a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes). We have not sought and will not seek any ruling from the IRS regarding the Notes. This summary does not discuss any aspects of U.S. federal estate or gift tax, or any non-U.S., state or local tax. This summary does not discuss the special treatment under U.S. federal income tax laws that could result if we invested in tax-exempt securities or certain other investment assets.

If a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds any Notes, the U.S. federal income tax treatment of a partner of the partnership generally will depend upon the status of the partner, the activities of the partnership and certain determinations made at the partner level. Partnerships holding Notes, and persons holding interests in such partnerships, should each consult their tax advisors as to the consequences of investing in the Notes in their individual circumstances.

Taxation of Note Holders

Taxation of U.S. Holders.  If you are not a U.S. Holder, this section does not apply to you. Please see “— Taxation of Non-U.S. Holders”, below.

Qualified Stated Interest.  Payments or accruals of “qualified stated interest” on a Note generally will be taxable to a U.S. Holder as ordinary interest income at the time such payments are received (actually or constructively) or accrued, in accordance with the U.S. Holder’s regular method of tax accounting. Qualified stated interest is stated interest that is unconditionally payable in cash or in property (other than debt instruments of the issuer) at least annually at a single fixed rate.

S-34

Sale, Exchange, Redemption, Retirement or Other Disposition of Notes.  Upon the sale, exchange, redemption, retirement or other disposition of a Note, a U.S. Holder generally will recognize capital gain or loss equal to the difference between the amount realized on the sale, exchange, redemption or retirement (excluding amounts representing accrued and unpaid interest, which are treated as ordinary income) and the U.S. Holder’s adjusted tax basis in the Note. A U.S. Holder’s adjusted tax basis in a Note generally will equal the U.S. Holder’s initial investment in the Note. Capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period in the Note was more than one year. Long-term capital gains generally are taxed at reduced rates for individuals and certain other non-corporate U.S. Holders. The deductibility of capital losses is subject to limitations.

Taxation of Non-U.S. Holders. If you are not a non-U.S. Holder, this section does not apply to you. Please see “— Taxation of U.S. Holders”, above.

A non-U.S. Holder generally will not be subject to U.S. federal income or withholding taxes on payments of principal or interest on a Note provided that (i) income on the Note is not effectively connected with the conduct by the non-U.S. Holder of a trade or business within the United States, (ii) in the case of interest income, the recipient is not a bank receiving interest described in Section 881(c)(3)(A) of the Code, (iii)the non-U.S. Holder does not own (actually or constructively) 10% or more of the total combined voting power of all classes of stock of the Company, and (iv) the U.S. payor of the interest (including us, or any intermediary who pays the interest on our behalf) does not have actual knowledge or reason to know that a holder is a United States person and such non-U.S. Holder provides a statement on a properly completed and executed IRS Form W-8BEN, W-8BEN-E or other applicable form signed under penalties of perjury that includes, among other requirements, its taxpayer identification number, name and address and certifies that it is not a United States person in compliance with applicable requirements, or satisfies documentary evidence requirements for establishing that it is a non-U.S. Holder.

A non-U.S. Holder that is not exempt from tax under these rules generally will be subject to U.S. federal income tax withholding on payments of interest on the Notes at a rate of 30% unless (i) the income is effectively connected with the conduct of a U.S. trade or business, in which case the interest generally will be subject to U.S. federal income tax on a net income basis as applicable to U.S. Holders generally (unless an applicable income tax treaty provides otherwise) and such non-U.S. Holder would be required in lieu of the certifications described above to provide a properly executed IRS Form W-8ECI, or (ii) an applicable income tax treaty provides for a lower rate of, or exemption from, withholding tax. To claim the benefit of an income tax treaty or to claim exemption from withholding because income is effectively connected with a U.S. trade or business, the non-U.S. Holder must timely provide the appropriate, properly executed IRS forms. These forms may be required to be periodically updated.

In the case of a non-U.S. Holder that is a corporation and that receives income that is effectively connected with the conduct of a U.S. trade or business, such income may also be subject to a branch profits tax (which is generally imposed on a non-U.S. corporation on the actual or deemed repatriation from the United States of earnings and profits attributable to a U.S. trade or business) at a 30% rate. The branch profits tax may not apply (or may apply at a reduced rate) if the non-U.S. Holder is a qualified resident of a country with which the United States has an income tax treaty.

Generally, a non-U.S. Holder will not be subject to U.S. federal income or withholding taxes on any amount that constitutes capital gain upon the sale, exchange, redemption, retirement or other disposition of a Note, provided the gain is not effectively connected with the conduct of a trade or business in the United States by the non-U.S. Holder (and, if required by an applicable income tax treaty, is not attributable to a United States “permanent establishment” maintained by the non-U.S. Holder). Non-U.S. Holders are urged to consult their tax advisors with regard to whether taxes will be imposed on capital gain in their individual circumstances.

Information Reporting and Backup Withholding.  A U.S. Holder (other than an “exempt recipient,” including a corporation and certain other persons who, when required, demonstrate their exempt status) may be subject to backup withholding on, and to information reporting requirements with respect to, payments of principal or interest on, and proceeds from the sale, exchange, redemption or retirement of, the Notes. In general, if a non-corporate U.S. Holder subject to information reporting fails to furnish a correct taxpayer identification number or otherwise fails to comply with applicable backup withholding requirements, backup withholding at the applicable rate may apply. Non-U.S. Holders generally are exempt from information reporting and backup withholding, provided, if necessary, that they demonstrate their qualification for exemption. Any amounts withheld under the backup withholding rules from a payment to a beneficial owner generally would be allowed as a refund or a credit against such beneficial owner’s U.S. federal income tax provided the required information is timely furnished to the IRS.

S-35

Additional Withholding Requirements

Withholding taxes may be imposed under the provisions of the Code generally known as the Foreign Account Tax Compliance Act, or FATCA, on certain types of payments made to non-U.S. financial institutions and certain other non-U.S. entities. Specifically, a 30% withholding tax may be imposed on interest on, or (subject to proposed U.S. Treasury Regulations as discussed below) gross proceeds from the sale or disposition of, the Notes paid to a “foreign financial institution” or a “nonfinancial foreign entity” (each as defined in the Code), unless (1) the foreign financial institution undertakes certain diligence and reporting obligations, (2) the non-financial foreign entity either certifies it does not have any “substantial United States owners” (as defined in the Code) or furnishes identifying information regarding each substantial United States owner (by providing an IRS Form W-8BEN-E or other applicable IRS form) or (3) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules and provides appropriate documentation (such as an IRS Form W-8BEN-E or other applicable IRS form). If the payee is a foreign financial institution and is subject to the diligence and reporting requirements in (1) above, it must enter into an agreement with the U.S. Department of Treasury requiring, among other things, that it undertake to identify accounts held by certain “specified United States persons” or “United States-owned foreign entities” (each as defined in the Code), annually report certain information about such accounts and withhold 30% on payments to non-compliant foreign financial institutions and certain other account holders. An intergovernmental agreement between the United States and an applicable foreign country, or future Treasury Regulations or other guidance, may modify these requirements. Accordingly, the entity through which the Notes are held will affect the determination of whether such withholding is required.

Information reporting requirements may apply regardless of whether withholding is required. Copies of the information returns reporting such interest and withholding also may be made available to the tax authorities in the country in which a non-U.S. Holder is a resident under the provisions of an applicable income tax treaty or agreement.

Under the applicable Treasury Regulations, withholding under FATCA generally applies to payments of interest on the Notes from such Notes’ date of issuance. Currently effective, proposed U.S. Treasury Regulations have been issued that, when finalized, will provide for the repeal of the 30% withholding tax that would have applied to all payments of gross proceeds from the sale, exchange or disposition of stock, bonds, or other property that could give rise to dividends or interest. In the preamble to the proposed U.S. Treasury Regulations, the government provided that taxpayers may rely upon this repeal until the issuance of final U.S. Treasury Regulations. Non-U.S. Holders are urged to consult with their tax advisors regarding the application of FATCA to their ownership of the Notes. The FATCA withholding tax will apply to all withholdable payments without regard to whether the beneficial owner of the payment would otherwise be entitled to an exemption from imposition of withholding tax pursuant to an applicable tax treaty with the United States or U.S. domestic law. If payment of this withholding tax is made, holders that are otherwise eligible for an exemption from, or reduction of, U.S. federal withholding taxes with respect to such interest or proceeds will be required to seek a credit or refund from the IRS to obtain the benefit of such exemption or reduction, if any. We will not pay additional amounts to holders of the Notes in respect of any amounts withheld.

Prospective holders are urged to consult their tax advisors regarding the potential application of withholding under FATCA to their investment in the Notes.

Investors are urged to consult their tax advisors with respect to the particular tax consequences of an investment in the Notes in their individual circumstances, including the possible effect of any pending legislation or proposed regulations.

S-36

UNDERWRITING

BofA Securities, Inc., J.P. Morgan Securities LLC, SMBC Nikko Securities America, Inc. and Wells Fargo Securities, LLC are acting as representatives of each of the underwriters named below. Subject to the terms and conditions set forth in a purchase agreement among us and the underwriters, we have agreed to sell to the underwriters, and each of the underwriters has agreed, severally and not jointly, to purchase from us, the aggregate principal amount of Notes set forth opposite its name below.

	Aggregate Principal
	Amount of Securities
Name of Underwriter	to be Purchased
BofA Securities, Inc.	$	192,500,000
J.P. Morgan Securities LLC		192,500,000
SMBC Nikko Securities America, Inc.		192,500,000
Wells Fargo Securities, LLC		192,500,000
MUFG Securities Americas Inc.		22,275,000
Mizuho Securities USA LLC		22,275,000
RBC Capital Markets, LLC		22,275,000
Truist Securities, Inc.		22,275,000
BNP Paribas Securities Corp.		7,400,000
CIBC World Markets Corp.		7,400,000
Morgan Stanley & Co. LLC		7,400,000
SG Americas Securities, LLC		7,400,000
Regions Securities LLC		7,400,000
Barclays Capital Inc.		6,225,000
BNY Mellon Capital Markets, LLC		6,225,000
Capital One Securities, Inc.		6,225,000
Goldman Sachs & Co. LLC		6,225,000
ICBC Standard Bank Plc		6,225,000
Natixis Securities Americas LLC		6,225,000
U.S. Bancorp Investments, Inc.		6,225,000
Ares Management Capital Markets LLC		43,775,000
ING Financial Markets LLC		2,875,000
R. Seelaus & Co., LLC		2,875,000
Citigroup Global Markets Inc.		1,350,000
Comerica Securities, Inc.		1,350,000
Deutsche Bank Securities Inc.		1,350,000
Keefe, Bruyette & Woods, Inc.		1,350,000
Samuel A. Ramirez & Company, Inc.		1,350,000
Academy Securities, Inc.		1,350,000
Loop Capital Markets LLC		1,350,000
Siebert Williams Shank & Co., LLC		1,350,000
Total	$	1,000,000,000

Subject to the terms and conditions set forth in the purchase agreement, the underwriters have agreed, severally and not jointly, to purchase all of the Notes sold under the purchase agreement if any of these Notes are purchased. If an underwriter defaults, the purchase agreement provides that the purchase commitments of the nondefaulting underwriters, or any other underwriters, may be increased or the purchase agreement may be terminated.

We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”), or to contribute to payments the underwriters may be required to make in respect of those liabilities.

The underwriters are offering the Notes, subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal matters by their counsel, including the validity of the Notes, and other conditions contained in the purchase agreement, such as the receipt by the underwriters of officer’s certificates and legal opinions. The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.

S-37

ICBC Standard Bank Plc is restricted in its U.S. securities dealings under the United States Bank Holding Company Act and may not underwrite, subscribe, agree to purchase or procure purchasers to purchase notes that are offered or sold in the United States. Accordingly, ICBC Standard Bank Plc shall not be obligated to, and shall not, underwrite, subscribe, agree to purchase or procure purchasers to purchase notes that may be offered or sold by other underwriters in the United States. ICBC Standard Bank Plc shall offer and sell the Notes constituting part of its allotment solely outside the United States.

We expect that delivery of the Notes will be made to investors on or about January 8, 2025, which will be the fourth business day following the date hereof. Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes on any date prior to one business day before delivery will be required by virtue of the fact that the Notes initially settle in T+4, to specify an alternate arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes on any date prior to one business day before delivery should consult their advisors.

Commissions and Discounts

The following table shows the total underwriting discounts that we are to pay to the underwriters in connection with this offering.

	Per Note		Total
Public offering price	98.973	%	$	989,730,000
Underwriting discount (sales load)	0.650	%	$	6,500,000
Proceeds, before expenses, to us	98.323	%	$	983,230,000

The underwriters propose to offer some of the Notes to the public at the public offering price set forth on the cover page of this prospectus supplement and may offer the Notes to certain other Financial Industry Regulatory Authority (FINRA) members at the public offering price less a concession not in excess of 0.40% of the aggregate principal amount of the Notes. The underwriters may allow, and the dealers may reallow, a discount not in excess of 0.25% of the aggregate principal amount of the Notes. After the initial offering of the Notes to the public, the public offering price and such concessions may be changed. No such change shall change the amount of proceeds to be received by us as set forth on the cover page of this prospectus supplement.

The expenses of the offering, not including the underwriting discount, are estimated at approximately $3.0 million and are payable by us.

No Sales of Similar Securities

Subject to certain exceptions, we have agreed not to directly or indirectly, offer, pledge, sell, contract to sell, grant any option for the sale of, or otherwise transfer or dispose of any debt securities issued or guaranteed by the Company or any securities convertible into or exercisable or exchangeable for debt securities issued or guaranteed by the Company or file any registration statement under the Securities Act with respect to any of the foregoing until the settlement date of this offering without first obtaining the written consent of the representatives. This consent may be given at any time without public notice.

Listing

The Notes are a new issue of securities with no established trading market. The Notes will not be listed on any securities exchange or quoted on any automated dealer quotation system.

We have been advised by the underwriters that they presently intend to make a market in the Notes after completion of the offering as permitted by applicable laws and regulations. The underwriters are not obligated, however, to make a market in the Notes and any such market-making may be discontinued at any time in the sole discretion of the underwriters without any notice. Accordingly, no assurance can be given as to the liquidity of, or development of a public trading market for, the Notes. If an active public trading market for the Notes does not develop, the market price and liquidity of the Notes may be adversely affected.

Price Stabilization, Short Positions

In connection with the offering, the underwriters may purchase and sell Notes in the open market. These transactions may include short sales and purchases on the open market to cover positions created by short sales. Short sales involve the sale by the

S-38

underwriters of a greater principal amount of Notes than they are required to purchase in the offering. The underwriters must close out any short position by purchasing Notes in the open market. A short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the Notes in the open market after pricing that could adversely affect investors who purchase in the offering.

Similar to other purchase transactions, the underwriters’ purchases to cover the syndicate short sales may have the effect of raising or maintaining the market price of the Notes or preventing or retarding a decline in the market price of the Notes. As a result, the price of the Notes may be higher than the price that might otherwise exist in the open market.

The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representatives have repurchased Notes sold by or for the account of such underwriter in stabilizing or short covering transactions.

Any of these activities may cause the price of the Notes to be higher than the price that otherwise would exist in the open market in the absence of such transactions. These transactions may be affected in the over-the-counter market or otherwise and, if commenced, may be discontinued at any time without any notice relating thereto.

Neither we nor any of the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the Notes. In addition, neither we nor any of the underwriters make any representation that the representatives will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice.

Electronic Offer, Sale and Distribution of Notes

The underwriters may make prospectuses available in electronic (PDF) format. A prospectus in electronic (PDF) format may be made available on a web site maintained by the underwriters, and the underwriters may distribute such prospectuses electronically. The underwriters may allocate a limited principal amount of the Notes for sale to their online brokerage customers.

Other Relationships

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. The underwriters and their respective affiliates have provided in the past and may provide from time to time in the future in the ordinary course of their business certain commercial banking, financial advisory, investment banking and other services to Ares and its affiliates and managed funds and Ares Capital or our portfolio companies for which they have received or will be entitled to receive separate fees. In particular, the underwriters or their affiliates may execute transactions with Ares Capital or on behalf of Ares Capital, Ares or any of our or their portfolio companies, affiliates and/or managed funds. In addition, the underwriters or their affiliates may act as arrangers, underwriters or placement agents for companies whose securities are sold to or whose loans are syndicated to Ares, Ares Capital or Ares Capital Management and their affiliates and managed funds.

Affiliates of certain of the underwriters may be limited partners of private investment funds affiliated with our investment adviser, Ares Capital Management.

The underwriters or their affiliates may also trade in our securities, securities of our portfolio companies or other financial instruments related thereto for their own accounts or for the account of others and may extend loans or financing directly or through derivative transactions to Ares, Ares Capital, Ares Capital Management or any of our portfolio companies.

We may purchase securities of third parties from the underwriters or their affiliates after the offering. However, we have not entered into any agreement or arrangement regarding the acquisition of any such securities, and we may not purchase any such securities. We would only purchase any such securities if — among other things — we identified securities that satisfied our investment needs and completed our due diligence review of such securities.

After the date of this prospectus supplement, the underwriters and their affiliates may from time to time obtain information regarding specific portfolio companies or us that may not be available to the general public. Any such information is obtained by the underwriters and their affiliates in the ordinary course of their business and not in connection with the offering of the Notes. In

S-39

addition, after the offering period for the sale of the Notes, the underwriters or their affiliates may develop analyses or opinions related to Ares, Ares Capital or our portfolio companies and buy or sell interests in one or more of our portfolio companies on behalf of their proprietary or client accounts and may engage in competitive activities. There is no obligation on behalf of these parties to disclose their respective analyses, opinions or purchase and sale activities regarding any portfolio company or regarding Ares Capital to our noteholders or any other persons.

In the ordinary course of their business activities, the underwriters and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. Certain of the underwriters and their affiliates that have a lending relationship with us routinely hedge their credit exposure to us consistent with their customary risk management policies. Typically, such underwriters and their affiliates would hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in our securities, including potentially the Notes. Any such credit default swaps or short positions could adversely affect future trading prices of the Notes. The underwriters and their respective affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

Affiliates of certain of the underwriters serve as agents and/or lenders under our credit facilities or other debt instruments (including the Revolving Credit Facility, the Revolving Funding Facility, the SMBC Funding Facility and the BNP Funding Facility) and may also be lenders to private investment funds managed by IHAM. JPMorgan Chase Bank, N.A., an affiliate of J.P. Morgan Securities LLC, is the administrative agent under our Revolving Credit Facility. BofA Securities, Inc. (assignee of Merrill Lynch, Pierce, Fenner & Smith Incorporated), JPMorgan Chase Bank, N.A. and Sumitomo Mitsui Banking Corporation, an affiliate of SMBC Nikko Securities America, Inc., are joint bookrunners and joint lead arrangers for our Revolving Credit Facility. Bank of America, N.A., an affiliate of BofA Securities, Inc., and Sumitomo Mitsui Banking Corporation are syndication agents with respect to our Revolving Credit Facility. Wells Fargo Securities, LLC is the agent under the Revolving Funding Facility. Sumitomo Mitsui Banking Corporation is the administrative agent and collateral agent under the SMBC Funding Facility. Sumitomo Mitsui Banking Corporation also owns voting shares of Class A common stock and non-voting shares of common stock of Ares Management Corporation, the parent company of our investment adviser, Ares Capital Management. BNP Paribas is the administrative agent under the BNP Funding Facility and served as the placement agent for the May 2024 CLO Notes. RBC Capital Markets served as the placement agent for the November 2024 Debt Securitization. Certain of the underwriters and their affiliates were underwriters in connection with our initial public offering and our subsequent common stock offerings, debt offerings and rights offering, for which they received customary fees. U.S. Bancorp Investments, Inc., one of the underwriters in this offering, is an affiliate of U.S. Bank Trust Company, National Association, the trustee under the indenture governing the Notes.

Proceeds of this offering will be used to repay or repurchase outstanding indebtedness under the Revolving Credit Facility, the Revolving Funding Facility, the SMBC Funding Facility and/or the BNP Funding Facility. Affiliates of certain of our underwriters are lenders under the Revolving Credit Facility, the Revolving Funding Facility, the SMBC Funding Facility and/or the BNP Funding Facility. Accordingly, affiliates of certain of the underwriters may receive more than 5% of the proceeds of this offering to the extent such proceeds are used to repay or repurchase outstanding indebtedness under the Revolving Credit Facility, the Revolving Funding Facility, the SMBC Funding Facility and/or the BNP Funding Facility.

The principal business address of BofA Securities, Inc. is One Bryant Park, New York, NY 10036. The principal business address of J.P. Morgan Securities LLC is 383 Madison Avenue, New York, NY 10179. The principal business address of SMBC Nikko Securities America, Inc. is 277 Park Avenue, New York, New York 10172. The principal business address of Wells Fargo Securities, LLC is 550 South Tryon Street, Charlotte, NC 28202.

Notice to Prospective Investors in the European Economic Area

The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area. For the purposes of this provision:

(a) the expression “retail investor” means a person who is one (or more) of the following:

(i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or

S-40

(ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or

(iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”); and

(b) the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Notes.

Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. This prospectus supplement has been prepared on the basis that any offer of Notes in any member state of the EEA will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of Notes. Neither this prospectus supplement nor the accompanying prospectus is a prospectus for the purposes of the Prospectus Regulation.

Notice to Prospective Investors in the United Kingdom

The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom. For the purposes of this provision:

(a) the expression “retail investor” means a person who is one (or more) of the following:

(i) a retail client as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”); or

(ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the “FSMA”) of the United Kingdom and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or

(iii) not a qualified investor as defined in Article 2 of the Prospectus Regulation as it forms part of domestic law by virtue of the EUWA (the “UK Prospectus Regulation”); and

(b) the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Notes.

Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation. This prospectus supplement has been prepared on the basis that any offer of Notes in the UK will be made pursuant to an exemption under the UK Prospectus Regulation from the requirement to publish a prospectus for offers of Notes. Neither this prospectus supplement nor the accompanying prospectus is a prospectus for the purposes of the UK Prospectus Regulation.

This prospectus supplement, the accompanying prospectus and any other material in relation to the Notes are only being distributed to, and are directed only at, persons in the United Kingdom who are “qualified investors” (as defined in the UK Prospectus Regulation) who are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”), or (ii) high net worth entities or other persons falling within Articles 49(2)(a) to (d)  of the Order, or (iii) persons to whom it would otherwise be lawful to distribute the aforementioned materials, all such persons together being referred to as “Relevant Persons”. The Notes are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Notes will be engaged in only with, Relevant Persons. This prospectus supplement and the accompanying prospectus and their contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by any recipients to any other person in the United Kingdom. Any person in the United Kingdom that is not a Relevant Person should not act or rely on this prospectus supplement and the accompanying prospectus or their contents. The Notes are not being offered to the public in the United Kingdom.

S-41

In addition, in the United Kingdom, each underwriter has represented and agreed the Notes may not be offered other than by an underwriter that:

· has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the Notes in circumstances in which Section 21(1) of the FSMA does not apply to us; and

· has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom.

Notice to Prospective Investors in Canada

The Notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Notes must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus supplement (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

Each investor confirms its express wish that all documents evidencing or relating to the sale of the Notes and all other contracts and related documents be drafted in the English language. Chaque investisseur confirme sa volonté expresse que tous les documents attestant de la vente des Notes ou s’y rapportant ainsi que tous les autres contrats et documents s’y rattachant soient rédigés en langue anglaise.

S-42

LEGAL MATTERS

Certain legal matters in connection with the offering will be passed upon for us by Kirkland & Ellis LLP, Los Angeles, California and New York, New York, Eversheds Sutherland (US) LLP, Washington, D.C. and Venable LLP, Baltimore, Maryland. Kirkland & Ellis LLP has from time to time represented the underwriters, Ares and Ares Capital Management on unrelated matters. Certain legal matters in connection with the offering will be passed upon for the underwriters by Freshfields US LLP, New York, New York.

S-43

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

This prospectus supplement is part of a registration statement that we have filed with the SEC. The information incorporated by reference is considered to comprise a part of this prospectus supplement. Any reports filed by us with the SEC subsequent to the date of this prospectus supplement will automatically update and, where applicable, supersede any information contained in this prospectus supplement or incorporated by reference herein.

We incorporate by reference into this prospectus supplement our filings listed below and any future filings that we may file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, subsequent to the date of this prospectus supplement until all of the securities offered by this prospectus supplement and the accompanying prospectus have been sold or we otherwise terminate the offering of these securities; provided, however, that information “furnished” under Item 2.02 or Item 7.01 of Form 8-K or other information “furnished” to the SEC that is not deemed filed is not incorporated by reference in this prospectus supplement.

This prospectus supplement incorporates by reference the documents set forth below that have been previously filed with the SEC:

● our 2023 Annual Report (File No. 814-00663) and Amendment on Form 10-K/A for the fiscal year ended December 31, 2023, filed with the SEC on March 22, 2024 (File No. 814-00663);

● those portions of our Definitive Proxy Statement on Schedule 14A for our 2024 Annual Meeting of Stockholders, filed with the SEC on March 8, 2024 (File No. 814-00663), that are incorporated by reference in our 2023 Annual Report;

● our Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, filed with the SEC on May 1, 2024 (File No. 814-00663), our Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, filed with the SEC on July 30, 2024 (File No. 814-00663) and our Q3 2024 Quarterly Report (File No. 814-00663); and

● our Current Reports on Form 8-K (other than information furnished rather than filed) filed with the SEC on January 23, 2024, February 6, 2024, February 7, 2024 (two filings), March 6, 2024, April 3, 2024, April 17, 2024, May 1, 2024, May 13, 2024, May 14, 2024, May 31, 2024, June 11, 2024, July 30, 2024 (two filings), August 9, 2024, October 11, 2024, October 30, 2024 (two filings), November 25, 2024 and December 11, 2024 (File Nos. 814-00663).

See “Available Information” in the accompanying prospectus for information on how to obtain a copy of these filings.

S-44

PROSPECTUS

Common Stock

Preferred Stock

Debt Securities

Subscription Rights

Warrants

Units

Ares Capital Corporation is a specialty finance company that is a closed end, non-diversified management investment company incorporated in Maryland. We have elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. Our investment objective is to generate both current income and 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 lien senior secured loans. In addition to senior secured loans, we also invest in subordinated debt (sometimes referred to as mezzanine debt), which in some cases includes an equity component, 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 Management Corporation, a publicly traded, leading global alternative investment manager. Ares Operations LLC, a subsidiary of Ares Management Corporation, provides certain administrative and other services necessary for us to operate.

Our common stock is traded on The Nasdaq Global Select Market under the symbol “ARCC.” On April 24, 2024, the official close price of our common stock on The Nasdaq Global Select Market was $20.79, per share. The net asset value per share of our common stock at March 31, 2024 (the last date prior to the date of this prospectus on which we determined net asset value) was $19.53.

Investing in our securities involves risks that are described in the “Risk Factors” section beginning on page 14 of this prospectus, including the risk of leverage.

We may offer, from time to time, in one or more offerings or series, our common stock, preferred stock, debt securities, subscription rights to purchase shares of our common stock, warrants representing rights to purchase shares of our common stock, preferred stock or debt securities, or units comprised of any combination of the foregoing, which we refer to, collectively, as the “securities.” The preferred stock, debt securities, subscription rights and warrants (including as part of a unit) offered hereby may be convertible or exchangeable into shares of our common stock. The securities may be offered at prices and on terms to be described in one or more supplements to this prospectus. In the event we offer common stock, the offering price per share of our common stock less any underwriting commissions or discounts will generally not be less than the net asset value per share of our common stock at the time we make the offering. However, we may issue shares of our common stock pursuant to this prospectus at a price per share that is less than our net asset value per share (a) in connection with a rights offering to our existing stockholders, (b) with the prior approval of the majority of our common stockholders or (c) under such circumstances as the U.S. Securities and Exchange Commission (the “SEC”) may permit. This prospectus describes some of the general terms that may apply to an offering of our securities. We will provide the specific terms of these offerings and securities in one or more supplements to this prospectus. We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. The accompanying prospectus supplement and any related free writing prospectus may also add, update, or change information contained in this prospectus. You should carefully read this prospectus, the accompanying prospectus supplement, any related free writing prospectus and the documents incorporated by reference herein, before investing in our securities and keep them for future reference. We file annual, quarterly and current reports, proxy statements and other information with the SEC. This information is available free of charge by calling us collect at (310) 201-4200, by sending an e-mail to us at IRARCC@aresmgmt.com or on our website at www.arescapitalcorp.com. The SEC also maintains a website at www.sec.gov that contains such information. The information on the websites referred to herein is not incorporated by reference into this prospectus or the accompanying prospectus supplement.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This prospectus may not be used to consummate sales of securities unless accompanied by a prospectus supplement.

The date of this prospectus is May 1, 2024.

You should rely only on the information contained in this prospectus, the accompanying prospectus supplement, any related free writing prospectus, the documents incorporated by reference in this prospectus and the applicable prospectus supplement, or any other information to which we have referred you. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in, or incorporated by reference in, this prospectus, the accompanying prospectus supplement or any such free writing prospectus is, or will be, accurate only as of the dates on their respective covers. Our business, financial condition, results of operations and prospects may have changed since any such date.

TABLE OF CONTENTS

	Page
Prospectus Summary	1
The Company	1
Offerings	4
Fees and Expenses	6
Financial Highlights	10
Risk Factors	14
Forward-Looking Statements	16
Use of Proceeds	18
Price Range of Common Stock and Distributions	20
Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Senior Securities	23
Business	24
Portfolio Companies	25
Management	73
Certain Relationships and Related Transactions	76
Control Persons and Principal Stockholders	77
Determination of Net Asset Value	79
Dividend Reinvestment Plan	80
Certain Material U.S. Federal Income Tax Considerations	81
Description of Securities	89
Description of Our Capital Stock	90
Description of Our Preferred Stock	97
Description of Our Subscription Rights	98
Description of Our Warrants	99
Description of Our Debt Securities	101
Description of Our Units	114
Sales of Common Stock Below Net Asset Value	115
Issuance of Warrants or Securities to Subscribe For or Convertible Into Shares of Our Common Stock	120
Regulation	121
Custodian, Transfer and Dividend Paying Agent and Registrar	127
Brokerage Allocation and Other Practices	128
Plan of Distribution	129
Legal Matters	131
Independent Registered Public Accounting Firm	132
Available Information	133
Incorporation of Certain Information By Reference	134

i

ABOUT THIS PROSPECTUS

This prospectus is part of an automatic “shelf” registration statement that we have filed with the SEC, as a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”). Under the shelf registration process, we may offer, from time to time, in one or more offerings or series, our common stock, preferred stock, debt securities, subscription rights to purchase shares of our common stock, warrants representing rights to purchase shares of our common stock, preferred stock or debt securities, or units comprised of any combination of the foregoing, on terms to be determined at the time of the offering. The securities may be offered at prices and on terms described in one or more supplements to this prospectus. This prospectus provides you with a general description of the securities that we may offer. Each time we use this prospectus to offer securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. Such prospectus supplement and/or free writing prospectus (collectively referred to hereinafter as the “prospectus supplement”) may also add, update or change information contained in this prospectus or in the documents we incorporate by reference herein. This prospectus and the prospectus supplement, together with any documents incorporated by reference herein, will include all material information relating to the applicable offering. Please carefully read this prospectus and the prospectus supplement, together with any documents incorporated by reference in this prospectus and the applicable prospectus supplement, any exhibits and the additional information described under the headings “Available Information,” “Incorporation of Certain Information By Reference,” “Prospectus Summary” and “Risk Factors” before you make an investment decision.

ii

PROSPECTUS SUMMARY

This summary highlights some of the information contained elsewhere in this prospectus. It is not complete and may not contain all of the information that you may want to consider. You should read carefully the more detailed information set forth under “Risk Factors” and the other information included or incorporated by reference in this prospectus and the accompanying prospectus supplement. Except where the context suggests otherwise, the terms “we,” “us,” “our,” “the Company” and “Ares Capital” refer to Ares Capital Corporation and its consolidated subsidiaries; “Ares Capital Management” and “our investment adviser” refer to Ares Capital Management LLC; “Ares Operations” and “our administrator” refer to Ares Operations LLC; and “Ares” and “Ares Management” refer to Ares Management Corporation (NYSE: ARES) and its affiliated companies (other than portfolio companies of its affiliated funds).

THE COMPANY

Overview

Ares Capital, a Maryland corporation, is a specialty finance company that is a closed-end, non-diversified management investment company. We have elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder (the “Investment Company Act”). We were founded on April 16, 2004, were initially funded on June 23, 2004 and completed our initial public offering (“IPO”) on October 8, 2004. As of March 31, 2024, we were the largest publicly traded BDC by market capitalization and had approximately $24.3 billion of total assets.

We are externally managed by our investment adviser, Ares Capital Management, a subsidiary of Ares Management, a publicly traded, leading global alternative investment manager, pursuant to our investment advisory and management agreement. Our administrator, Ares Operations, a subsidiary of Ares Management, provides certain administrative and other services necessary for us to operate.

Our investment objective is to generate both current income and capital appreciation through debt and equity investments. We invest primarily in U.S. middle-market companies, where we believe the supply of primary capital is limited and the investment opportunities are most attractive. However, we may from time to time invest in larger or smaller companies. We generally use the term “middle-market” to refer to companies with annual EBITDA between $10 million and $250 million. As used herein, EBITDA represents net income before net interest expense, income tax expense, depreciation and amortization.

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 lien senior secured loans. In addition to senior secured loans, we also invest in subordinated debt (sometimes referred to as mezzanine debt), which in some cases includes an equity component, and preferred equity. First and second lien senior secured loans generally are senior debt instruments that rank ahead of subordinated debt of a given portfolio company. Subordinated debt and preferred equity are subordinated to senior loans and are generally unsecured. Our investments in corporate borrowers generally range between $30 million and $500 million each. However, the investment sizes may be more or less than these ranges and may vary based on, among other things, our capital availability, the composition of our portfolio and general micro- and macro-economic factors.

To a lesser extent, we also make common equity investments, which have generally been non-control equity investments of less than $20 million (usually in conjunction with a concurrent debt investment). However, we may increase the size or change the nature of these investments.

The proportion of these types of investments will change over time given our views on, among other things, the economic and credit environment in which we are operating. In pursuit of our investment objective, we generally seek to self-originate investments and lead the investment process. The instruments in which we invest typically are not rated by any rating agency, but we believe that if such instruments were rated, they would be below investment grade (rated lower than “Baa3” by Moody’s Investors Service, lower than “BBB−” by Fitch Ratings or lower than “BBB−” by Standard & Poor’s Ratings Services), which, under the guidelines established by these entities, is an indication of having predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. Bonds that are rated below investment grade are sometimes referred to as “high yield bonds” or “junk bonds.” We may invest without limit in debt or other securities of any rating, as well as debt or other securities that have not been rated by any nationally recognized statistical rating organization.

1

We believe that our investment adviser, Ares Capital Management, is able to leverage the current investment platform, resources and existing relationships of Ares Management with financial sponsors, financial institutions, hedge funds and other investment firms to provide us with attractive investment opportunities. In addition to deal flow, the Ares investment platform assists our investment adviser in analyzing, structuring and monitoring investments. Ares has been in existence for over 25 years and its partners have an average of approximately 25 years of investment experience in managing, advising, underwriting and restructuring companies. We have access to Ares’ investment professionals and administrative professionals, who provide assistance in accounting, finance, legal, compliance, operations, information technology, human resources and investor relations. As of December 31, 2023, Ares had over 950 investment professionals and over 1,850 administrative professionals.

While our primary focus is to generate current income and capital appreciation through investments in first and second lien senior secured loans, subordinated debt and preferred equity and, to a lesser extent, equity securities of eligible portfolio companies, we also may invest up to 30% of our portfolio in non-qualifying assets, as permitted by the Investment Company Act. See “Regulation” below. Specifically, as part of this 30% basket, we may invest in entities that are not considered “eligible portfolio companies” (as defined in the Investment Company Act), including companies located outside of the United States, entities that are operating pursuant to certain exceptions under the Investment Company Act, and publicly traded entities whose public equity market capitalization exceeds the levels provided for under the Investment Company Act.

See “Business” in our most recent Annual Report on Form 10-K for additional information about us.

Risk Factors

Investing in Ares Capital involves risks. The following is a summary of the principal risks that you should carefully consider before investing in our securities. In addition, see “Risk Factors” beginning on page 14 and in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q incorporated by reference herein for a more detailed discussion of the principal risks as well as certain other risks you should carefully consider before deciding to invest in our securities.

● The capital markets may experience periods of disruption and instability. Such market conditions may materially and adversely affect debt and equity capital markets, which may have a negative impact on our business and operations.

● Global economic, political and market conditions, including uncertainty about the financial stability of the United States, could have a significant adverse effect on our business, financial condition and results of operations.

● A failure on our part to maintain our status as a BDC may significantly reduce our operating flexibility and a failure to maintain our status as a regulated investment company (“RIC”) may subject us to additional corporate-level income taxes and reduce earnings available from which to pay dividends.

● We are dependent upon certain key systems and personnel of Ares for our success and upon their access to other Ares investment professionals.

● We borrow money, which magnifies the potential for gain or loss on amounts invested and may increase the risk of investing in us.

● We operate in a highly competitive market for investment opportunities.

● Our ability to enter into transactions with our affiliates is restricted.

● There are significant potential conflicts of interest that could impact our investment returns.

● Most of our portfolio investments are not publicly traded and, as a result, the fair value of these investments may not be readily determinable. Additionally, to the extent that we need liquidity and need to sell assets, the lack of liquidity in our investments may adversely affect our business.

● Our financial condition and results of operations could be negatively affected if a significant investment fails to perform as expected.

2

● Declines in market prices and liquidity in the corporate debt markets can result in significant net unrealized depreciation of our portfolio, which in turn would reduce our net asset value.

● Economic recessions or downturns could impair our portfolio companies and harm our operating results.

● Our investments, which are primarily in middle-market companies, may be risky and we could lose all or part of our investment.

● Our portfolio companies may be highly leveraged.

● Our shares of common stock may trade at a price above or below net asset value. If our common stock trades at a discount to net asset value, our ability to raise capital may be limited.

● Our ability to grow depends on our ability to raise capital.

● Our asset coverage requirement is 150%, which may increase the risk of investing in us.

● We and our portfolio companies and service providers may be subject to cybersecurity risks and our business could be adversely affected by changes to data protection laws and regulations.

Our Corporate Information

Our administrative offices are located at 2000 Avenue of the Stars, 12th Floor, Los Angeles, California 90067, telephone number (310) 201-4200, and our principal executive offices are located at 245 Park Avenue, 44th Floor, New York, New York 10167, telephone number (212) 750-7300.

3

OFFERINGS

We may offer, from time to time, in one or more offerings or series, our common stock, preferred stock, debt securities, subscription rights to purchase shares of our common stock, warrants representing rights to purchase shares of our common stock, preferred stock or debt securities, or units comprised of any combination of the foregoing, on terms to be determined at the time of the offering. We will offer our securities at prices and on terms to be set forth in one or more supplements to this prospectus. The offering price per share of our common stock, less any underwriting commissions or discounts, generally will not be less than the net asset value per share of our common stock at the time of an offering. However, we may issue shares of our common stock pursuant to this prospectus at a price per share that is less than our net asset value per share (a) in connection with a rights offering to our existing stockholders, (b) with the prior approval of the majority of our common stockholders or (c) under such other circumstances as the SEC may permit. Any such issuance of shares of our common stock below net asset value may be dilutive to the net asset value of our common stock. See “Risk Factors—Risks Relating to Our Common Stock and Publicly Traded Notes” in our most recent Annual Report on Form 10-K as well as “Risk Factors” included in this prospectus.

We may offer our securities directly to one or more purchasers, including existing stockholders in a rights offering, through agents that we designate from time to time or to or through underwriters or dealers. The prospectus supplement relating to each offering will identify any agents or underwriters involved in the sale of our securities, and will set forth any applicable purchase price, fee, commission or discount arrangement between us and our agents or underwriters or among our underwriters or the basis upon which such amount may be calculated. See “Plan of Distribution” below. We may not sell any of our securities through agents, underwriters or dealers without delivery of a prospectus supplement describing the method and terms of the offering of our securities. Set forth below is additional information regarding offerings of our securities:

Use of proceeds	Unless otherwise specified in a prospectus supplement, we intend to use the net proceeds from the sale of our securities for general corporate purposes, which include, among other things, (a) investing in portfolio companies in accordance with our investment objective and (b) repaying indebtedness. Each supplement to this prospectus relating to an offering will more fully identify the use of the proceeds from such offering. See “Use of Proceeds” below.
Distributions	We currently intend to pay dividends or make other distributions to our stockholders on a quarterly basis out of assets legally available for distribution. We may also pay additional dividends or make additional distributions to our stockholders from time to time. Our quarterly and additional dividends or distributions, if any, will be determined by our board of directors. For more information, see “Price Range of Common Stock and Distributions” below.
Taxation	We have elected to be treated as a RIC for U.S. federal income tax purposes. As a RIC, we generally will not pay U.S. federal corporate-level income taxes on any income and gain that we distribute to our stockholders as dividends on a timely basis. Among other things, in order to maintain our RIC status, we must meet specified source of income and asset diversification requirements and distribute annually generally an amount equal to at least 90% of our investment company taxable income, out of assets legally available for distribution. See “Risk Factors—Risks Relating to Our Business—We may be subject to additional corporate-level income taxes if we fail to maintain our status as a RIC” and “We may have difficulty paying our required distributions under applicable tax rules if we recognize income before or without receiving cash representing such income” in our most recent Annual Report on Form 10-K and “Price Range of Common Stock and Distributions” below.
Dividend reinvestment plan	We have a dividend reinvestment plan for our stockholders. This is an “opt out” dividend reinvestment plan. As a result, if we declare a cash dividend, then stockholders’ dividends will be automatically reinvested in additional shares of our common stock, unless they specifically “opt out” of the dividend reinvestment plan so as to receive cash. Stockholders whose cash dividends are reinvested in additional shares of our common stock will be subject to the same U.S. federal,

4

	state and local tax consequences as stockholders who elect to receive their dividends in cash. See “Dividend Reinvestment Plan” below.
The Nasdaq Global Select Market symbol	“ARCC”
Anti-takeover provisions	Our board of directors is divided into three classes of directors serving staggered three-year terms. This structure is intended to provide us with a greater likelihood of continuity of management, which may be necessary for us to realize the full value of our investments. A staggered board of directors also may serve to deter hostile takeovers or proxy contests, as may certain other measures adopted by us. See “Description of Our Capital Stock” below.
Leverage	We borrow funds to make additional investments. We use this practice, which is known as “leverage,” to attempt to increase returns to our stockholders, but it involves significant risks. See “Risk Factors,” “Senior Securities” and “Regulation—Indebtedness and Senior Securities” below. We are currently allowed to borrow amounts such that our asset coverage, as calculated pursuant to the Investment Company Act, equals at least 150% after such borrowing (i.e., we are able to borrow up to two dollars for every dollar we have in assets less all liabilities and indebtedness not represented by senior securities issued by us). See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Financial Condition, Liquidity and Capital Resources” in our most recent Annual Report on Form 10-K and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Financial Condition, Liquidity and Capital Resources” in our most recent Quarterly Report on Form 10-Q. The amount of leverage that we employ at any particular time will depend on our investment adviser’s and our board of directors’ assessments of market and other factors at the time of any proposed borrowing.
Management arrangements	Ares Capital Management serves as our investment adviser. Ares Operations serves as our administrator. For a description of Ares Capital Management, Ares Operations, Ares and our contractual arrangements with these companies, see “Business” in our most recent Annual Report on Form 10-K under the captions “Investment Advisory and Management Agreement,” and “Administration Agreement.”
Available information	We are required to file periodic reports, proxy statements and other information with the SEC. This information is available free of charge by calling us collect at (310) 201-4200, by sending an e-mail to us at IRARCC@aresmgmt.com or on our website at www.arescapitalcorp.com. Information contained on our website is not incorporated into this prospectus and you should not consider such information to be part of this prospectus. Such information is also available from the EDGAR database on the SEC’s website at www.sec.gov.
Incorporation of certain information by reference	This prospectus is part of a registration statement that we have filed with the SEC. The information incorporated by reference is considered to comprise a part of this prospectus from the date we file any such document. Any reports filed by us with the SEC subsequent to the date of this prospectus and before the date that any offering of any securities by means of this prospectus and any supplement thereto is terminated will automatically update and, where applicable, supersede any information contained in this prospectus or incorporated by reference in this prospectus. See “Incorporation of Certain Information by Reference” below.

5

FEES AND EXPENSES

The following table is intended to assist you in understanding the costs and expenses that an investor in our common stock will bear, directly or indirectly, based on the assumptions set forth below. We caution you that some of the percentages indicated in the table below are estimates and may vary. Except where the context suggests otherwise, whenever this table contains a reference to our fees or expenses, we will pay such fees and expenses out of our net assets and, consequently, stockholders will indirectly bear such fees or expenses as investors in Ares Capital.

Stockholder transaction expenses (as a percentage of offering price):
Sales load	—	(1)
Offering expenses	—	(2)
Dividend reinvestment plan expenses	Up to $15
	Transaction Fee	(3)
Total stockholder transaction expenses paid	—	(4)
Annual expenses (as a percentage of consolidated net assets attributable to common stock)(5):
Base management fees	3.08	%(6)
Income based fees and capital gains incentive fees	3.27	%(7)
Interest payments on borrowed funds	5.52	%(8)
Other expenses	0.57	%(9)
Acquired fund fees and expenses	2.79	%(10)
Total annual expenses	15.23	%(11)

(1) In the event that the securities to which this prospectus relates are sold to or through underwriters, a corresponding prospectus supplement will disclose the applicable sales load (underwriting discount or commission). Purchases of shares of our common stock on the secondary market are not subject to sales charges but may be subject to brokerage commissions or other charges. The table does not include any sales load that stockholders may have paid in connection with their purchase of shares of our common stock.

(2) The related prospectus supplement will disclose the estimated amount of offering expenses, the offering price and the offering expenses borne by us as a percentage of the offering price.

(3) The expenses of the dividend reinvestment plan are included in “Other expenses.” The plan administrator’s fees under the plan are paid by us. If a participant elects by notice to the plan administrator in advance of termination to have the plan administrator sell part or all of the shares held by the plan administrator in the participant’s account and remit the proceeds to the participant, the plan administrator is authorized to deduct a transaction fee of up to $15 plus a $0.12 per share fee from the proceeds. See “Dividend Reinvestment Plan” below for more information.

(4) The related prospectus supplement will disclose the offering price and the total stockholder transaction expenses as a percentage of the offering price.

(5) The “consolidated net assets attributable to common stock” used to calculate the percentages in this table is our average net assets of $11.5 billion for the three months ended March 31, 2024.

(6) Our base management fee is calculated at an annual rate of 1.5% based on the average value of our total assets (other than cash or cash equivalents but including assets purchased with borrowed funds) at the end of the two most recently completed calendar quarters; provided, however, the base management fee is calculated at an annual rate of 1.0% on the average value of our total assets (other than cash or cash equivalents but including assets purchased with borrowed funds) that exceeds the product of (A) 200% and (B) our net asset value at the end of the most recently completed calendar quarter. See “Business” in our most recent Annual Report on Form 10-K under the caption “Investment Advisory and Management Agreement.”

6

(7) This item represents our investment adviser’s income based fees and capital gains incentive fees estimated by annualizing income based fees for the three months ended March 31, 2024, and adding the capital gains incentive fee expense accrued in accordance with U.S. generally accepted accounting principles (“GAAP”) for the three months ended March 31, 2024, even though no capital gains incentive fee was actually payable under the investment advisory and management agreement as of March 31, 2024.

GAAP requires that the capital gains incentive fee accrual consider the cumulative aggregate unrealized capital appreciation in the calculation, as a capital gains incentive fee would be payable if such unrealized capital appreciation were realized, even though such unrealized capital appreciation is not permitted to be considered in calculating the fee actually payable under the Investment Company Act or the investment advisory and management agreement. This GAAP accrual is calculated using the aggregate cumulative realized capital gains and losses and aggregate cumulative unrealized capital depreciation included in the calculation of the capital gains incentive fee actually payable under the investment advisory and management agreement plus the aggregate cumulative unrealized capital appreciation. If such amount is positive at the end of a period, then GAAP requires us to record a capital gains incentive fee equal to 20% of such cumulative amount, less the aggregate amount of actual capital gains incentive fees paid or capital gains incentive fees accrued under GAAP in all prior periods. The resulting accrual for any capital gains incentive fee under GAAP in a given period may result in an additional expense if such cumulative amount is greater than in the prior period or a reversal of previously recorded expense if such cumulative amount is less than in the prior period. If such cumulative amount is negative, then there is no accrual. There can be no assurance that such unrealized capital appreciation will be realized in the future or that the amount accrued for will ultimately be paid.

For purposes of this table, we have assumed that these fees will be payable (in the case of the capital gains incentive fee) and that they will remain constant, although they are based on our performance and will not be paid unless we achieve certain goals. We expect to invest or otherwise utilize all of the net proceeds from securities registered under the registration statement of which this prospectus is a part pursuant to a particular prospectus supplement within three months of the date of the offering pursuant to such prospectus supplement and may have capital gains and interest income that could result in the payment of these fees to our investment adviser in the first year after completion of offerings pursuant to this prospectus. Since our IPO through March 31, 2024, the average quarterly fees accrued related to income based fees and capital gains incentive fees (including capital gains incentive fees accrued under GAAP even though they may not be payable) have been approximately 0.69% of our weighted average net assets for such period (2.75% on an annualized basis). For more detailed information on the calculation of our income based fees and capital gains incentive fees, please see below. For more detailed information about income based fees and capital gains incentive fees previously incurred by us, please see Note 3 to our consolidated financial statements in our most recent Annual Report on Form 10-K and Note 3 to our consolidated financial statements in our most recent Quarterly Report on Form 10-Q.

Income based fees are payable quarterly in arrears in an amount equal to 20% of our pre-incentive fee net investment income (including interest that is accrued but not yet received in cash), subject to a 1.75% quarterly (7.0% annualized) hurdle rate and a “catch-up” provision measured as of the end of each calendar quarter. Under this provision, in any calendar quarter, our investment adviser receives no income based fees until our net investment income equals the hurdle rate of 1.75% but then receives, as a “catch-up,” 100% of our pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than 2.1875%. The effect of this provision is that, if pre-incentive fee net investment income exceeds 2.1875% in any calendar quarter, our investment adviser will receive 20% of our pre-incentive fee net investment income as if a hurdle rate did not apply.

Capital gains incentive fees are payable annually in arrears in an amount equal to 20% of our realized capital gains on a cumulative basis from inception through the end of the year, if any, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of capital gains incentive fees paid in all prior years.

We will defer cash payment of any income based fees and capital gains incentive fees otherwise earned by our investment adviser if, during the most recent four full calendar quarter period ending on or prior to the date such payment is to be made, the sum of (a) our aggregate distributions to our stockholders and (b) our change in net assets (defined as total assets less indebtedness and before taking into account any income based fees or capital gains incentive fees accrued during the period) is less than 7.0% of our net assets (defined as total assets less indebtedness) at the beginning of such period. Any deferred income based fees and capital gains incentive fees are carried over for payment in subsequent calculation periods to the extent such payment is payable under the investment advisory and management agreement.

These calculations will be adjusted for any share issuances or repurchases.

7

See “Business” in our most recent Annual Report on Form 10-K under the caption “Investment Advisory and Management Agreement.”

(8) “Interest payments on borrowed funds” represents our interest expenses estimated by annualizing our actual interest and credit facility expenses incurred for the three months ended March 31, 2024, which includes the impact of interest rate swaps. During the three months ended March 31, 2024, our average outstanding borrowings were approximately $11.9 billion and cash paid for interest expense was $176 million. We had outstanding borrowings of approximately $11.8 billion (with a carrying value of approximately $11.7 billion) as of March 31, 2024. This item is based on the assumption that our borrowings and interest costs after an offering will remain similar to those prior to such offering. The amount of leverage that we may employ at any particular time will depend on, among other things, our investment adviser’s and our board of directors’ assessment of market and other factors at the time of any proposed borrowing. See “Risk Factors—Risks Relating to Our Business—We borrow money, which magnifies the potential for gain or loss on amounts invested and may increase the risk of investing in us” in our most recent Annual Report on Form 10-K. We are currently allowed to borrow amounts such that our asset coverage, as calculated pursuant to the Investment Company Act, equals at least 150% after such borrowing (i.e., we are able to borrow up to two dollars for every dollar we have in assets less all liabilities and indebtedness not represented by senior securities issued by us). See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Financial Condition, Liquidity and Capital Resources” in our most recent Annual Report on Form 10-K and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Financial Condition, Liquidity and Capital Resources” in our most recent Quarterly Report on Form 10-Q.

(9) Includes our overhead expenses, including payments under our administration agreement based on our allocable portion of overhead and other expenses incurred by Ares Operations in performing its obligations under the administration agreement, and income taxes. Such expenses are estimated by annualizing actual “Other expenses” for the three months ended March 31, 2024. The holders of shares of our common stock (and not the holders of our debt securities or preferred stock, if any) indirectly bear the cost associated with our annual expenses. See “Business” in our most recent Annual Report on Form 10-K under the caption “Administration Agreement.”

(10) Our stockholders indirectly bear the expenses of underlying funds or other investment vehicles that would be investment companies under section 3(a) of the Investment Company Act but for the exceptions to that definition provided for in sections 3(c)(1) and 3(c)(7) of the Investment Company Act (“Acquired Funds”) in which we invest. Such underlying funds or other investment vehicles are referred to in this prospectus as “Acquired Funds.” This amount is estimated based on the estimated annual fees and operating expenses of Acquired Funds in which the Company is invested as of March 31, 2024. Certain of these Acquired Funds are subject to management fees, which generally range from 1% to 2.5% of total net assets, or incentive fees, which generally range between 15% and 25% of net profits. When applicable, fees and operating expenses estimates are based on historic fees and operating expenses for the Acquired Funds. For those Acquired Funds with little or no operating history, fees and operating expenses are estimates based on expected fees and operating expenses stated in the Acquired Funds’ offering memorandum, private placement memorandum or other similar communication without giving effect to any performance. Future fees and operating expenses for these Acquired Funds may be substantially higher or lower because certain fees and operating expenses are based on the performance of the Acquired Funds, which may fluctuate over time. Also included with the amount is an estimate of the annual fees and operating expenses of the SDLP. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Portfolio and Investment Activity—Senior Direct Lending Program” and Note 4 to our consolidated financial statements in our most recent Annual Report on Form 10-K and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Portfolio and Investment Activity—Senior Direct Lending Program” in our most recent Quarterly Report on Form 10-Q for more information on the SDLP. The annual fees and operating expenses of the SDLP were estimated based on the funded portfolio of the SDLP as of March 31, 2024 and include interest payments on the senior notes and intermediate funding notes provided by Varagon and its clients, which represent 94% of such expenses.

(11) “Total annual expenses” as a percentage of consolidated net assets attributable to common stock are higher than the total annual expenses percentage would be for a company that is not leveraged. We borrow money to leverage and increase our total assets. The SEC requires that the “Total annual expenses” percentage be calculated as a percentage of net assets (defined as total assets less indebtedness and before taking into account any income based fees or capital gains incentive fees accrued during the period), rather than the total assets, including assets that have been funded with borrowed monies.

8

Example

The following example demonstrates the projected dollar amount of total cumulative expenses over various periods with respect to a hypothetical investment in our common stock. In calculating the following expense amounts, we have assumed that we would have no additional leverage, that none of our assets are cash or cash equivalents and that our annual operating expenses would remain at the levels set forth in the table above. Income based fees and the capital gains incentive fees under the investment advisory and management agreement, which, assuming a 5% annual return, would either not be payable or have an insignificant impact on the expense amounts shown below, are not included in the example, except as specifically set forth below. Transaction expenses are not included in the following example. In the event that shares to which this prospectus relates are sold to or through underwriters, a corresponding prospectus supplement will restate this example to reflect the applicable sales load.

	1 year		3 years		5 years		10 years
You would pay the following expenses on a $1,000 common stock investment, assuming a 5% annual return (none of which is subject to the capital gains incentive fee)(1)	$	(123)	$	(342)	$	(530)	$	(894)
You would pay the following expenses on a $1,000 common stock investment, assuming a 5% annual return resulting entirely from net realized capital gains (all of which is subject to the capital gains incentive fee)(2)	$	(133)	$	(368)	$	(570)	$	(951)

(1) Assumes that we will not realize any capital gains computed net of all realized capital losses and unrealized capital depreciation.

(2) Assumes no unrealized capital depreciation and a 5% annual return resulting entirely from net realized capital gains and not otherwise deferrable under the terms of the investment advisory and management agreement and therefore subject to the capital gains incentive fee.

The foregoing table is to assist you in understanding the various costs and expenses that an investor in our common stock will bear directly or indirectly. While the example assumes, as required by the SEC, a 5% annual return, our performance will vary and may result in a return greater or less than 5%. If we were to achieve sufficient returns on our investments, including through the realization of capital gains, to trigger income based fees or capital gains incentive fees of a material amount, our expenses, and returns to our investors, would be higher. In addition, while the example assumes reinvestment of all dividends and distributions at net asset value, if our board of directors authorizes and we declare a cash dividend, participants in our dividend reinvestment plan who have not otherwise elected to receive cash will receive a number of shares of our common stock determined by dividing the total dollar amount of the dividend payable to a participant by the market price per share of our common stock at the close of trading on the valuation date for the dividend. See “Dividend Reinvestment Plan” below for additional information regarding our dividend reinvestment plan.

This example and the expenses in the table above should not be considered a representation of our future expenses as actual expenses (including the cost of debt, if any, and other expenses) that we may incur in the future and such actual expenses may be greater or less than those shown.

9

FINANCIAL HIGHLIGHTS

The financial data set forth in the following table as of and for the years ended December 31, 2023, 2022, 2021, 2020, 2019, 2018, 2017, 2016, 2015 and 2014 are derived from our consolidated financial statements, which have been audited by KPMG LLP, an independent registered public accounting firm whose reports thereon are incorporated by reference in this prospectus, certain documents incorporated by reference in this prospectus or the accompanying prospectus supplement, or our Annual Reports on Form 10-K filed with the SEC, which may be obtained from www.sec.gov or upon request. The financial data set forth in the following table as of and for the three months ended March 31, 2024 is derived from our unaudited financial statements, but in the opinion of management, reflects all adjustments (consisting only of normal recurring adjustments) that are necessary to present fairly the results of such interim period. Interim results as of and for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. You should read these financial highlights in conjunction with our consolidated financial statements and notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” incorporated by reference into this prospectus, any documents incorporated by reference in this prospectus or the accompanying prospectus supplement, or our Annual Reports on Form 10-K filed with the SEC.

	As of and for
	the three			As of and For the Year Ended December 31,
	months ended
Per Share Data:	March 31, 2024			2023			2022			2021			2020
Net asset value, beginning of period(1)	$	19.24		$	18.40		$	18.96		$	16.97		$	17.32
Conversion of 2024 Convertible Notes		0.01			—			—			—			—
Issuances of common stock		—			0.01			0.10			0.11			—
Repurchases of common stock		—			—			—			—			0.11
Net investment income for period(2)		0.55			2.28			2.19			1.66			1.87
Net realized and unrealized gains (losses) for period(2)		0.21			0.47			(0.98)			1.84			(0.73)
Net increase in stockholders’ equity		0.77			2.76			1.31			3.61			1.25
Total distributions to stockholders(3)		(0.48)			(1.92)			(1.87)			(1.62)			(1.60)
Net asset value at end of period(1)	$	19.53		$	19.24		$	18.40		$	18.96		$	16.97
Per share market value at end of period	$	20.82		$	20.03		$	18.47		$	21.19		$	16.89
Total return based on market value(4)		6.44	%		19.94	%		(3.83)	%		36.18	%		(0.86)	%
Total return based on net asset value(5)		4.00	%		15.65	%		7.13	%		21.97	%		5.20	%
Shares outstanding at end of period (millions)		608			582			519			468			423
Ratio/Supplemental Data:
Net assets at end of period (millions)	$	11,872		$	11,201		$	9,555		$	8,868		$	7,176
Ratio of operating expenses to average net assets(6)(7)		12.79	%		12.78	%		10.19	%		13.05	%		10.27	%
Ratio of net investment income to average net assets(6)(8)		11.36	%		12.10	%		11.73	%		9.19	%		11.39	%
Portfolio turnover rate(6)		51	%		26	%		37	%		60	%		40	%

10

	As of and For the Years Ended December 31,
Per Share Data:	2019			2018			2017			2016			2015			2014
Net asset value, beginning of period(1)	$	17.12		$	16.65		$	16.45		$	16.46		$	16.82		$	16.46
Issuances of common stock		0.02			—			(0.01)			—			0.01			—
Repurchases of common stock		—			—			—			—			(0.01)			—
Deemed contribution from Ares Capital Management		—			—			0.13			—			—			—
Issuances of convertible notes		—			—			0.04			—			—			—
Net investment income for period(2)		1.90			1.63			1.20			1.57			1.62			1.43
Net realized and unrealized gains (losses) for period(2)		(0.04)			0.38			0.36			(0.06)			(0.41)			0.50
Net increase in stockholders’ equity		1.88			2.01			1.72			1.51			1.21			1.93
Total distributions to stockholders(3)		(1.68)			(1.54)			(1.52)			(1.52)			(1.57)			(1.57)
Net asset value at end of period(1)	$	17.32		$	17.12		$	16.65		$	16.45		$	16.46		$	16.82
Per share market value at end of period	$	18.65		$	15.58		$	15.72		$	16.49		$	14.25		$	15.61
Total return based on market value(4)		30.49	%		8.91	%		4.55	%		26.39	%		1.35	%		(3.32)	%
Total return based on net asset value(5)		12.14	%		12.10	%		10.53	%		9.15	%		7.16	%		11.79	%
Shares outstanding at end of period (millions)		431			426			426			314			314			314
Ratio/Supplemental Data:
Net assets at end of period (millions)	$	7,467		$	7,300		$	7,098		$	5,165		$	5,173		$	5,284
Ratio of operating expenses to average net assets(6)(7)		9.92	%		8.63	%		9.45	%		9.59	%		9.51	%		10.46	%
Ratio of net investment income to average net assets(6)(8)		11.01	%		9.60	%		7.65	%		9.58	%		9.75	%		8.71	%
Portfolio turnover rate(6)		38	%		54	%		51	%		39	%		42	%		39	%

(1) The net assets used equals the total stockholders’ equity on the consolidated balance sheet.

(2) Weighted average basic per share data.

(3) Includes additional dividend of (a) $0.12 per share for the year ended December 31, 2022, (b)  $0.08 per share for the year ended December 31, 2019, (c) $0.05 per share for the year ended December 31, 2015 and (d) $0.05 per share for the year ended December 31, 2014.

(4) For the three months ended March 31, 2024, the total return based on market value equaled the increase of the ending market value at March 31, 2024 of $20.82 per share from the ending market value at December 31, 2023 of $20.03 per share plus the declared and payable dividends of $0.48 per share for the three months ended March 31, 2024, divided by the market value at December 31, 2023. For the year ended December 31, 2023, the total return based on market value equaled the increase of the ending market value at December 31, 2023 of $20.03 per share from the ending market value at December 31, 2022 of $18.47 per share plus the declared and payable dividends of $1.92 per share for the year ended December 31, 2023, divided by the market value at December 31, 2022. For the year ended December 31, 2022, the total return based on market value equaled the decrease of the ending market value at December 31, 2022 of $18.47 per share from the ending market value at December 31, 2021 of $21.19 per share plus the declared and payable dividends of $1.87 per share for the year ended December 31, 2022, divided by the market value at December 31, 2021. For the year ended December 31, 2021, the total return based on market value equaled the increase of the ending market value at December 31, 2021 of $21.19 per share from the ending market value at December 31, 2020 of $16.89 per share plus the declared and payable dividends of $1.62 per share for the year ended December 31, 2021, divided by the market value at December 31, 2020. For the year ended December 31, 2020, the total return based on market value equaled the decrease of the ending market value at December 31, 2020 of $16.89 per share from the ending market value at December 31, 2019 of $18.65 per share plus the declared and payable dividends of $1.60 per share for the year ended December 31, 2020, divided by the market value at December 31, 2019. For the year ended December 31, 2019, the total return based on market value equaled the increase of the ending market value at December 31, 2019 of $18.65 per share from the ending market value at December 31, 2018 of $15.58 per share plus the declared and payable dividends of $1.68 per share for the year ended December 31, 2019, divided by the market value at December 31, 2018. For the year ended December 31, 2018, the total return based on market value equaled the decrease of the ending market value at December 31, 2018 of $15.58 per share from the ending market value at December 31, 2017 of $15.72 per share plus the declared and payable

11

dividends of $1.54 per share for the year ended December 31, 2018, divided by the market value at December 31, 2017. For the year ended December 31, 2017, the total return based on market value equaled the decrease of the ending market value at December 31, 2017 of $15.72 per share from the ending market value at December 31, 2016 of $16.49 per share plus the declared and payable dividends of $1.52 per share for the year ended December 31, 2017, divided by the market value at December 31, 2016. For the year ended December 31, 2016, the total return based on market value equaled the increase of the ending market value at December 31, 2016 of $16.49 per share from the ending market value at December 31, 2015 of $14.25 per share plus the declared and payable dividends of $1.52 per share for the year ended December 31, 2016, divided by the market value at December 31, 2015. For the year ended December 31, 2015, the total return based on market value equaled the decrease of the ending market value at December 31, 2015 of $14.25 per share from the ending market value at December 31, 2014 of $15.61 per share plus the declared and payable dividends of $1.57 per share for the year ended December 31, 2015, divided by the market value at December 31, 2014. For the year ended December 31, 2014, the total return based on market value equaled the decrease of the ending market value at December 31, 2014 of $15.61 per share from the ending market value at December 31, 2013 of $17.77 per share plus the declared and payable dividends of $1.57 per share for the year ended December 31, 2014, divided by the market value at December 31, 2013. The Company’s shares fluctuate in value. The Company’s performance changes over time and currently may be different than that shown. Past performance is no guarantee of future results.

(5) For the three months ended March 31, 2024, the total return based on net asset value equaled the change in net asset value during the period plus the declared and payable dividends of $0.48 per share for the three months ended March 31, 2024, divided by the beginning net asset value for the period. For the year ended December 31, 2023, the total return based on net asset value equaled the change in net asset value during the period plus the declared and payable dividends of $1.92 per share for the year ended December 31, 2023, divided by the beginning net asset value for the period. For the year ended December 31, 2022, the total return based on net asset value equaled the change in net asset value during the period plus the declared and payable dividends of $1.87 per share for the year ended December 31, 2022, divided by the beginning net asset value for the period. For the year ended December 31, 2021, the total return based on net asset value equaled the change in net asset value during the period plus the declared and payable dividends of $1.62 per share for the year ended December 31, 2021, divided by the beginning net asset value for the period. For the year ended December 31, 2020, the total return based on net asset value equaled the change in net asset value during the period plus the declared and payable dividends of $1.60 per share for the year ended December 31, 2020, divided by the beginning net asset value for the period. For the year ended December 31, 2019, the total return based on net asset value equaled the change in net asset value during the period plus the declared and payable dividends of $1.68 per share for the year ended December 31, 2019, divided by the beginning net asset value for the period. For the year ended December 31, 2018, the total return based on net asset value equaled the change in net asset value during the period plus the declared and payable dividends of $1.54 per share for the year ended December 31, 2018, divided by the beginning net asset value for the period. For the year ended December 31, 2017, the total return based on net asset value equaled the change in net asset value during the period plus the declared and payable dividends of $1.52 per share for the year ended December 31, 2017, divided by the beginning net asset value for the period. For the year ended December 31, 2016, the total return based on net asset value equaled the change in net asset value during the period plus the declared and payable dividends of $1.52 per share for the year ended December 31, 2016, divided by the beginning net asset value for the period. For the year ended December 31, 2015, the total return based on net asset value equaled the change in net asset value during the period plus the declared and payable dividends of $1.57 per share for the year ended December 31, 2015, divided by the beginning net asset value for the period. For the year ended December 31, 2014, the total return based on net asset value equaled the change in net asset value during the period plus the declared and payable dividends of $1.57 per share for the year ended December 31, 2014, divided by the beginning net asset value for the period. These calculations are adjusted for shares issued in connection with the dividend reinvestment plan, the issuance of common stock in connection with any equity offerings and the equity components of any convertible notes issued during the period, as applicable. The Company’s performance changes over time and currently may be different than that shown. Past performance is no guarantee of future results.

(6) The ratios reflect an annualized amount.

(7) For the three months ended March 31, 2024 and the years ended December 31, 2023, 2022, 2021, 2020, 2019, 2018, 2017, 2016, 2015 and 2014, the ratio of operating expenses to average net assets consisted of the following:

12

	As of and for
	the three
	months ended
	March 31,		As of and For the Years Ended December 31,
	2024		2023		2022		2021		2020
Base management fees	3.03	%	3.11	%	3.27	%	3.14	%	3.10	%
Income based fees and capital gains incentive fees, net of the Fee Waiver	3.91	%	3.66	%	1.61	%	4.80	%	1.80	%
Income based fees and capital gains incentive fees excluding the Fee Waiver	3.91	%	3.66	%	1.61	%	4.80	%	1.80	%
Cost of borrowing	5.52	%	5.60	%	4.89	%	4.61	%	4.54	%
Other operating expenses	0.33	%	0.41	%	0.42	%	0.50	%	0.83	%

	As of and For the Years Ended December 31,
	2019		2018		2017		2016		2015		2014
Base management fees	2.78	%	2.49	%	2.57	%	2.64	%	2.55	%	2.51	%
Income based fees and capital gains incentive fees, net of the Fee Waiver	2.23	%	2.24	%	2.18	%	2.29	%	2.31	%	2.90	%
Income based fees and capital gains incentive fees excluding the Fee Waiver	2.64	%	2.79	%	2.32	%	2.29	%	2.31	%	2.90	%
Cost of borrowing	3.94	%	3.33	%	3.37	%	3.58	%	4.32	%	4.24	%
Other operating expenses	0.97	%	0.57	%	1.33	%	1.08	%	0.33	%	0.81	%

(8) The ratio of net investment income to average net assets excludes income taxes related to realized gains and losses.

13

RISK FACTORS

You should carefully consider the risk factors described below, and in the section titled “Risk Factors” in the applicable prospectus supplement and any related free writing prospectus, and the risks discussed in the section titled “Item 1A. Risk Factors” in our Annual Report on Form 10-K, the section titled “Item 1A. Risk Factors,” which are incorporated by reference herein, in our most recent Quarterly Report on Form 10-Q, which are incorporated by reference herein, and any subsequent filings we have made with the SEC that are incorporated by reference into this prospectus or any prospectus supplement, together with all of the other information included in this prospectus, the accompanying prospectus supplement and any documents incorporated by reference herein, including our consolidated financial statements and the related notes thereto, before you decide whether to make an investment in our securities. The risks set out below and described in such documents are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. If any of the following events occur, our business, financial condition and results of operations could be materially adversely affected. In such case, the net asset value of our common stock and the trading price, if any, of our securities could decline, and you may lose all or part of your investment.

Investors in offerings of our common stock will likely incur immediate dilution upon the closing of such offering.

We generally expect the public offering price of any offering of shares of our common stock to be higher than the book value per share of our outstanding common stock (unless we offer shares pursuant to a rights offering or after obtaining prior approval for such issuance from our stockholders and our independent directors). Accordingly, investors purchasing shares of our common stock in offerings pursuant to this prospectus may pay a price per share that exceeds the tangible book value per share after such offering.

Your interest in us may be diluted if you do not fully exercise your subscription rights in any rights offering. In addition, if the subscription price is less than our net asset value per share, then you will experience an immediate dilution of the aggregate net asset value of your shares.

In the event we issue subscription rights, stockholders who do not fully exercise their subscription rights should expect that they will, at the completion of a rights offering pursuant to this prospectus, own a smaller proportional interest in us than would otherwise be the case if they fully exercised their rights. We cannot state precisely the amount of any such dilution in share ownership because we do not know at this time what proportion of the shares will be purchased as a result of such rights offering.

In addition, if the subscription price is less than the net asset value per share of our common stock, then our stockholders would experience an immediate dilution of the aggregate net asset value of their shares as a result of the offering. The amount of any decrease in net asset value is not predictable because it is not known at this time what the subscription price and net asset value per share will be on the expiration date of a rights offering or what proportion of the shares will be purchased as a result of such rights offering. Such dilution could be substantial. See “Risk Factors—Risks Relating to Our Common Stock and Publicly Traded Notes—The net asset value per share of our common stock may be diluted if we sell shares of our common stock in one or more offerings at prices below the then current net asset value per share of our common stock or securities to subscribe for or convertible into shares of our common stock” in our most recent Annual Report on Form 10-K and “Sales of Common Stock Below Net Asset Value” below.

We may initially invest a portion of the net proceeds of offerings pursuant to this prospectus primarily in high-quality short-term investments, which will generate lower rates of return than those expected from the interest generated on first and second lien senior secured loans and mezzanine debt.

14

We may initially invest a portion of the net proceeds of offerings pursuant to this prospectus primarily in cash, cash equivalents, U.S. government securities and other high-quality short-term investments. These securities generally earn yields substantially lower than the income that we anticipate receiving once we are fully invested in accordance with our investment objective. As a result, we may not, for a time, be able to achieve our investment objective and/or we may need to, for a time, decrease the amount of any dividend that we may pay to our stockholders to a level that is substantially lower than the level that we expect to pay when the net proceeds of offerings are fully invested in accordance with our investment objective. If we do not realize yields in excess of our expenses, we may incur operating losses and the market price of our shares may decline.

Our stockholders may receive shares of our common stock as dividends, which could result in adverse cash flow consequences to them.

In order to satisfy the Annual Distribution Requirement applicable to RICs, we have the ability to declare a large portion of a dividend in shares of our common stock instead of in cash. As long as a portion of such dividend is paid in cash (which portion could be as low as 20%) and certain requirements are met, the entire distribution would be treated as a dividend for U.S. federal income tax purposes. As a result, a stockholder would be taxed on 100% of the fair market value of the shares received as part of the dividend on the date a stockholder received it in the same manner as a cash dividend, even though most of the dividend was paid in shares of our common stock.

15

FORWARD-LOOKING STATEMENTS

Some of the statements included or incorporated by reference in this prospectus and the accompanying prospectus supplement, constitute forward-looking statements, which relate to future events or our future performance or financial condition. The forward-looking statements contained in this prospectus and the accompanying prospectus supplement, including the documents we incorporate by reference herein and therein, involve a number of risks and uncertainties, including statements concerning:

● our, or our portfolio companies’, future business, operations, operating results or prospects;

● the return or impact of current and future investments;

● the impact of a protracted decline in the liquidity of credit markets on our business;

● changes in the general economy, slowing economy, rising inflation and risk of recession;

● the impact of changes in laws or regulations (including the interpretation thereof), including tax laws, governing our operations or the operations of our portfolio companies or the operations of our competitors;

● the valuation of our investments in portfolio companies, particularly those having no liquid trading market;

● our ability to recover unrealized losses;

● our ability to successfully invest any capital raised in this offering;

● market conditions and our ability to access different debt markets and additional debt and equity capital and our ability to manage our capital resources effectively;

● our contractual arrangements and relationships with third parties;

● the state of the general economy;

● the impact of supply chain constraints on our portfolio companies and the global economy;

● uncertainty surrounding global financial stability;

● the Israel-Hamas war;

● the disruption of global shipping activities;

● the Russia-Ukraine war and the potential for volatility in energy prices and other commodities and their impact on the industries in which we invest;

● the financial condition of our current and prospective portfolio companies and their ability to achieve their objectives;

● the impact of information technology system failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity attacks;

● our ability to anticipate and identify evolving market expectations with respect to environmental, social and governance matters, including the environmental impacts of our portfolio companies’ supply chain and operations;

● our ability to successfully complete and integrate any acquisitions;

● the outcome and impact of any litigation or regulatory proceeding;

16

● the adequacy of our cash resources and working capital;

● the timing, form and amount of any dividend distributions;

● the timing of cash flows, if any, from the operations of our portfolio companies;

● the ability of our investment adviser to locate suitable investments for us and to monitor and administer our investments; and

● the fluctuations in global interest rates.

We use words such as “anticipates,” “believes,” “expects,” “intends,” “project,” “estimates,” “will,” “should,” “could,” “would,” “may” and similar expressions to identify forward-looking statements, although not all forward-looking statements include these words. Our actual results and condition could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth in “Risk Factors” and the other information included in this prospectus and the accompanying prospectus supplement, including the documents we incorporate by reference herein and therein.

We have based the forward-looking statements included in this prospectus on information available to us on the filing date of this prospectus or the prospectus supplement, as applicable, including any documents incorporated by reference, and we assume no obligation to revise or update any such forward-looking statements. Although we 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 we may make directly to you or through reports that we have filed or in the future may file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

17

USE OF PROCEEDS

Unless otherwise specified in a prospectus supplement, we intend to use the net proceeds from the sale of our securities for general corporate purposes, which include investing in portfolio companies in accordance with our investment objective. We also expect to use the net proceeds of an offering to repay or repurchase outstanding indebtedness, if any, which may include indebtedness ($12.1 billion aggregate principal amount outstanding as of April 24, 2024) under (a) our $4.488 billion revolving credit facility (the “Revolving Credit Facility”) ($1.1 billion outstanding as of April 24, 2024), (b) the $1.775 billion revolving funding facility of our consolidated subsidiary Ares Capital CP Funding LLC (the “Revolving Funding Facility”) ($801 million outstanding as of April 24, 2024), (c) the $800 million revolving funding facility of our consolidated subsidiary, Ares Capital JB Funding LLC (the “SMBC Funding Facility”) ($366 million outstanding as of April 24, 2024), (d) the $865 million revolving credit facility of our wholly owned subsidiary, ARCC FB Funding LLC (the “BNP Funding Facility”) ($575 million outstanding as of April 24, 2024), (e) our $900 million aggregate principal amount of unsecured notes that mature on June 10, 2024 and bear interest at a rate of 4.200% (the “2024 Notes”) ($900 million aggregate principal amount outstanding as of April 24, 2024), (f) our $600 million aggregate principal amount of unsecured notes that mature on March 1, 2025 and bear interest at a rate of 4.250% (the “March 2025 Notes”) ($600 million aggregate principal amount outstanding as of April 24, 2024), (g) our $1.250 billion aggregate principal amount of unsecured notes that mature on July 15, 2025 and bear interest at a rate of 3.250% (the “July 2025 Notes”) ($1.250 billion aggregate principal amount outstanding as of April 24, 2024) (h) our $1.150 billion aggregate principal amount of unsecured notes that mature on January 15, 2026 and bear interest at a rate of 3.875% (the “January 2026 Notes”) ($1.150 billion aggregate principal amount outstanding as of April 24, 2024), (i) our $1 billion aggregate principal amount of unsecured notes that mature on July 15, 2026 and bear interest at a rate of 2.150% (the “July 2026 Notes”) ($1 billion aggregate principal amount outstanding as of April 24, 2024), (j) $900 million aggregate principal amount of unsecured notes that mature on January 15, 2027 and bear interest at a rate of 7.906% (the “January 2027 Notes”) ($900 million aggregate principal amount outstanding as of April 24, 2024), (k) $500 million aggregate principal amount of unsecured notes that mature on June 15, 2027 and bear interest at a rate of 2.875% (the “June 2027 Notes”) ($500 million aggregate principal amount outstanding as of April 24, 2024), (l) $1.250 billion aggregate principal amount of unsecured notes that mature on June 15, 2028 and bear interest at a rate of 2.875% (the “2028 Notes”) ($1.250 billion aggregate principal amount outstanding as of April 24, 2024), (m) $1.0 billion aggregate principal amount of unsecured notes that mature on March 1, 2029 and bear interest at a rate of 7.348 % (the “2029 Notes”) ($1 billion aggregate principal amount outstanding as of April 24, 2024) and (n) $700 million aggregate principal amount of unsecured notes that mature on November 15, 2031 and bear interest at a rate of 3.200% (the “2031 Notes” and together with the 2024 Notes, the March 2025 Notes, the July 2025 Notes, the January 2026 Notes, the July 2026 Notes, the January 2027 Notes, the June 2027 Notes, the 2028 Notes and the 2029 Notes, the “Unsecured Notes”) ($700 million aggregate principal amount outstanding as of April 24, 2024). The interest rates for the January 2027 Notes and 2029 Notes include the impact of interest rate swaps. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Quarterly Report on Form 10-Q for the three months ended March 31, 2024.

18

The interest charged on the indebtedness incurred under the Revolving Credit Facility is based on Secured Overnight Financing Rate (“SOFR”) plus a credit spread adjustment of 0.10% (one-, three- or six-month) (or an alternate rate of interest for certain loans, commitments and/or other extensions of credit denominated in Sterling, Canadian Dollars, Euros and certain other foreign currencies plus a spread adjustment, if applicable) and an applicable spread of either 1.75% or 1.875% or an “alternate base rate” (as defined in the agreements governing the Revolving Credit Facility) plus an applicable spread of either 0.75% or 0.875%, in each case, determined monthly based on the total amount of the borrowing base relative to the sum of (i) the greater of (a) the aggregate amount of revolving exposure and term loans outstanding under the Revolving Credit Facility and (b) 85% of the total commitments of the Revolving Credit Facility (or, if higher, the total revolving exposure) plus (ii) other debt, if any, secured by the same collateral as the Revolving Credit Facility. As of April 24, 2024, the one-, three- and six-month SOFR was 5.32%, 5.32% and 5.29%, respectively. The stated maturity date for approximately $107 million of revolving commitments under the Revolving Credit Facility is March 31, 2025, the stated maturity date for approximately $269 million of revolving commitments under the Revolving Credit Facility is March 31, 2026 and the stated maturity date for approximately $3.005 billion of revolving commitments under the Revolving Credit Facility is April 12, 2029. The stated maturity date for $28 million of term loan commitments under the Revolving Credit Facility is March 31, 2025, the stated maturity date for $41 million of term loan commitments under the Revolving Credit Facility is March 31, 2026, the stated maturity date for $70 million of term loan commitments under the Revolving Credit Facility is April 19, 2028 and the stated maturity date for $968 million of term loan commitments under the Revolving Credit Facility is April 12, 2029. The interest rate charged on the indebtedness incurred under the Revolving Funding Facility is based on SOFR plus a credit spread adjustment of 0.10% or a “base rate” (as defined in the agreements governing the Revolving Funding Facility) plus an applicable spread of 1.90% per annum. The stated maturity date of the Revolving Funding Facility is December 29, 2026 (subject to extension exercisable upon mutual consent). The interest rate charged on the indebtedness incurred under the SMBC Funding Facility is based on an applicable spread of either (i) 2.50% over one month SOFR or (ii) 1.50% over a “base rate” (as defined in the agreements governing the SMBC Funding Facility), in each case, determined monthly based on the amount of the average borrowings outstanding under the SMBC Funding Facility. The stated maturity date of the SMBC Funding Facility is March 28, 2029 (subject to two one-year extension options exercisable upon mutual consent). The interest rate charged on the indebtedness incurred under the BNP Funding Facility is based on an applicable SOFR or a “base rate” (as defined in the agreements governing the BNP Funding Facility) plus a margin of (i) 2.50% during the reinvestment period and (ii) 3.00% following the reinvestment period. The stated maturity date of the BNP Funding Facility is April 20, 2028 (subject to a one-year extension option exercisable upon mutual consent).

The supplement to this prospectus relating to an offering may more fully identify the use of the proceeds from such offering. We anticipate that substantially all of the net proceeds of an offering of securities pursuant to this prospectus and its related prospectus supplement will be used for the above purposes within three months of any such offering, depending on the availability of appropriate investment opportunities consistent with our investment objective, but no longer than within six months of any such offerings.

While our primary focus is to generate current income and capital appreciation through investments in first and second lien senior secured loans and mezzanine debt and, to a lesser extent, equity securities of eligible portfolio companies, we also may invest up to 30% of our portfolio in non-qualifying assets, as permitted by the Investment Company Act. See “Regulation” below. Specifically, as part of this 30% basket, we may invest in entities that are not considered “eligible portfolio companies” (as defined in the Investment Company Act), including companies located outside of the United States, entities that are operating pursuant to certain exceptions under the Investment Company Act, and publicly traded entities whose public equity market capitalization exceeds the levels provided for under the Investment Company Act. Pending such investments, we will invest a portion of the net proceeds primarily in cash, cash equivalents, U.S. government securities and other high-quality short-term investments. These securities generally earn yields substantially lower than the income that we anticipate receiving once we are fully invested in accordance with our investment objective. As a result, we may not, for a time, be able to achieve our investment objective and/or we may need to, for a time, decrease the amount of any dividend that we may pay to our stockholders to a level that is substantially lower than the level that we expect to pay when the net proceeds of offerings are fully invested in accordance with our investment objective. If we do not realize yields in excess of our expenses, we may incur operating losses and the market price of our common stock and debt securities may decline. See “Regulation—Temporary Investments” below for additional information about temporary investments we may make while waiting to make longer-term investments in pursuit of our investment objective.

19

PRICE RANGE OF COMMON STOCK AND DISTRIBUTIONS

Our common stock is traded on The Nasdaq Global Select Market under the symbol “ARCC.” Our common stock has historically traded at prices both above and below our net asset value per share. It is not possible to predict whether our common stock will trade at, above or below net asset value. See “Risk Factors—Risks Relating to Our Common Stock and Publicly Traded Notes—Our shares of common stock have traded at a discount from net asset value and may do so again, which could limit our ability to raise additional equity capital” in our most recent Annual Report on Form 10-K.

The following table sets forth, for the first quarter of the year ending December 31, 2024 and each fiscal quarter for the fiscal years ended December 31, 2023 and 2022, the net asset value per share of our common stock, the range of high and low closing sales prices of our common stock, the closing sales price as a premium (discount) to net asset value and the dividends or distributions declared by us. On April 24, 2024, the last reported closing sales price of our common stock on The Nasdaq Global Select Market was $20.79 per share, which represented a premium of approximately 6.45% to the net asset value per share reported by us as of March 31, 2024.

			Price Range						Low
							High		Sales Price
							Sales Price		Premium		Cash
	Net						Premium		(Discount)		Dividend
	Asset						to Net Asset		to Net Asset		Per
	Value(1)		High		Low		Value(2)		Value(2)		Share(3)
Year ended December 31, 2022
First Quarter	$	19.03	$	22.58	$	19.70	18.65	%	3.52	%	$	0.54	(4)
Second Quarter	$	18.81	$	22.44	$	17.12	19.30	%	(8.98)	%	$	0.42
Third Quarter	$	18.56	$	20.70	$	16.84	11.53	%	(9.27)	%	$	0.43
Fourth Quarter	$	18.40	$	19.76	$	17.30	7.39	%	(5.98)	%	$	0.48
Year ended December 31, 2023
First Quarter	$	18.45	$	20.04	$	17.19	8.62	%	(6.83)	%	$	0.48
Second Quarter	$	18.58	$	19.11	$	17.65	2.85	%	(5.01)	%	$	0.48
Third Quarter	$	18.99	$	19.81	$	18.86	4.32	%	(0.68)	%	$	0.48
Fourth Quarter	$	19.24	$	20.21	$	18.66	5.04	%	(3.01)	%	$	0.48
Year ended December 31, 2024
First Quarter	$	19.53	$	20.82	$	19.94	6.61	%	2.10	%	$	0.48
Second Quarter (through April 24, 2024)		*	$	20.79	$	20.24	*		*			*

(1) Net asset value per share is determined as of the last day in the relevant quarter and therefore may not reflect the net asset value per share on the date of the high and low closing sales prices. The net asset values shown are based on outstanding shares at the end of the relevant quarter.

(2) Calculated as the respective high or low closing sales price less net asset value, divided by net asset value (in each case, as of the applicable quarter).

(3) Represents the dividend or distribution declared in the relevant quarter.

(4) Consists of a quarterly dividend of $0.42 per share and additional quarterly dividends totaling $0.12 per share, all of which were declared in the first quarter of 2022 and paid on March 31, 2022, June 30, 2022, September 30, 2022 and December 29, 2022 to stockholders of record as of March 15, 2022, June 15, 2022, September 15, 2022 and December 15, 2022, respectively.

* Net asset value has not yet been calculated for this period. Net asset value for the second quarter of 2024 will be available with the filing of the Company’s Quarterly Report on Form 10-Q for such quarter, which will be filed on or before August 9, 2024.

We currently intend to distribute dividends or make distributions to our stockholders on a quarterly basis out of assets legally available for distribution. We may also distribute additional dividends or make additional distributions to our stockholders from time to time. Our quarterly and additional dividends or distributions, if any, will be determined by our board of directors.

20

The following table summarizes our dividends or distributions declared and payable for the fiscal years ended December 31, 2022 and 2023 and the first quarter of the year ending December 31, 2024:

Date declared	Record date	Payment date		Per Share Amount
May 1, 2024	June 14, 2024		June 28, 2024	$	0.48
February 7, 2024	March 15, 2024		March 29, 2024	$	0.48
Total dividends declared and payable for 2024					0.96
October 24, 2023	December 15, 2023		December 28, 2023	$	0.48
July 25, 2023	September 15, 2023		September 29, 2023		0.48
April 25, 2023	June 15, 2023		June 30, 2023		0.48
February 7, 2023	March 15, 2023		March 31, 2023		0.48
Total dividends declared and payable for the year ended December 31, 2023				$	1.92
October 25, 2022	December 15, 2022		December 29, 2022	$	0.48
February 9, 2022	December 15, 2022		December 29, 2022		0.03(1)
July 26, 2022	September 15, 2022		September 30, 2022		0.43
February 9, 2022	September 15, 2022		September 30, 2022		0.03	(1)
April 26, 2022	June 15, 2022		June 30, 2022		0.42
February 9, 2022	June 15, 2022		June 30, 2022		0.03(1)
February 9, 2022	March 15, 2022		March 31, 2022		0.42
February 9, 2022	March 15, 2022		March 31, 2022		0.03(1)
Total dividends declared and payable for the year ended December 31, 2022				$	1.87

(1) Represents an additional dividend.

Of the $1.92 per share in dividends declared and payable for the year ended December 31, 2023, $1.92 per share was comprised of ordinary income and no amounts were comprised of long term capital gains. Of the $1.87 per share in dividends declared and payable for the year ended December 31, 2022, $1.87 per share was comprised of ordinary income and no amounts were comprised of long-term capital gains.

To maintain our RIC status under the Internal Revenue Code of 1986, as amended (the “Code”), we must timely distribute an amount equal to at least 90% of our investment company taxable income (as defined by the Code, which generally includes net ordinary income and net short term capital gains) to our stockholders. In addition, we generally will be required to pay an excise tax equal to 4% on certain undistributed taxable income unless we distribute in a timely manner an amount at least equal to the sum of (i) 98% of our ordinary income recognized during a calendar year and (ii) 98.2% of our capital gain net income, as defined by the Code, recognized during a calendar year and (iii) any income recognized, but not distributed, in preceding years. The taxable income on which we pay excise tax is generally distributed to our stockholders in the next tax year. Depending on the level of taxable income earned in a tax year, we may choose to carry forward such taxable income for distribution in the following year, and pay any applicable excise tax. For the three months ended March 31, 2024, we recorded a net excise tax expense of $8 million. For the years ended December 31, 2023 and 2022, we recorded a net excise tax expense of $23 million and $30 million, respectively. We cannot assure you that we will achieve results that will permit the payment of any cash distributions. We maintain an “opt out” dividend reinvestment plan for our common stockholders. As a result, if we declare a cash dividend, stockholders’ cash dividends will be automatically reinvested in additional shares of our common stock, unless they specifically opt out of the dividend reinvestment plan so as to receive cash dividends. See “Dividend Reinvestment Plan” below.

21

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The information contained under the captions “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our most recent Annual Report on Form 10-K and of our most recent Quarterly Report on Form 10-Q are incorporated by reference herein.

22

SENIOR SECURITIES

Information about our senior securities (including preferred stock, debt securities and other indebtedness) as of the end of the last ten fiscal years is located in “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” of our most recent Annual Report on Form 10-K, which is incorporated by reference herein. The report of KPMG LLP, our independent registered public accounting firm, on the senior securities table as of December 31, 2023 is included in our most recent Annual report on Form 10-K and is incorporated by reference herein.

23

BUSINESS

The information contained under the caption “Business” of our most recent Annual Report on Form 10-K is incorporated by reference herein.

24

PORTFOLIO COMPANIES

The following table describes each of the businesses included in our portfolio and reflects data as of March 31, 2024. Percentages shown for class of investment securities held by us represent percentage of the class owned and do not necessarily represent voting ownership. Percentages shown for equity securities, other than warrants or options, represent the actual percentage of the class of security held before dilution. Percentages shown for warrants and options held represent the percentage of class of security we may own assuming we exercise our warrants or options before dilution.

We have indicated by footnote portfolio companies (a) where we directly or indirectly own more than 25% of the outstanding voting securities of such portfolio company and, therefore, are presumed to be “controlled” by us under the Investment Company Act and (b) where we directly or indirectly own 5% to 25% of the outstanding voting securities of such portfolio company or where we hold one or more seats on the portfolio company’s board of directors and, therefore, are deemed to be an “affiliated person” under the Investment Company Act. We directly or indirectly own less than 5% of the outstanding voting securities of all other portfolio companies (or have no other affiliations with such portfolio companies) listed on the table. We offer to make significant managerial assistance to certain of our portfolio companies. Where we do not hold a seat on the portfolio company’s board of directors, we may receive rights to observe such board meetings.

Where we have indicated by footnote the amount of undrawn commitments to portfolio companies to fund various revolving and delayed draw senior secured and subordinated loans, such undrawn commitments are presented net of (i) standby letters of credit treated as drawn commitments because they are issued and outstanding, (ii) commitments substantially at our discretion and (iii) commitments that are unavailable due to borrowing base or other covenant restrictions.

25

PORTFOLIO COMPANIES

As of March 31, 2024

(dollar amounts in millions)

(Unaudited)

								% of Class
							Maturity	Held at	Fair
Issuer	Address	Business Description	Investment	Coupon [1]	Reference	Spread	Date	3/31/2024 [2]	Value
22 HoldCo Limited [6]	Fulham Road Stamford Bridge London, United Kingdom SW6 1HS	Sports and entertainment platform	Senior subordinated loan	12.96% PIK	SONIA (S)	7.50%	08/2033		39.6	[5]
3 Step Sports LLC and 3 Step Holdings, LLC [7]	300 Brickstone Square, Floor 4, Andover, Massachusetts 01830	Provider of integrated youth sports solutions	First lien senior secured revolving loan	13.33%	SOFR (Q)	8.00%	10/2028		0.4
			First lien senior secured loan	13.45% (1.50% PIK)	SOFR (S)	8.00%	10/2029		11.8
			Series D preferred units					0.42%	3.7
AB Issuer LLC	7120 Samuel Morse Dr. Suite 300, Columbia, MD, 21046, United States	Provider of professional at home services, residential cleaning and elderly residential care services	First lien senior secured loan						—
Absolute Dental Group LLC and Absolute Dental Equity, LLC [4][8]	526 S. Tonopah Drive, Las Vegas, Nevada 89106	Dental services provider	First lien senior secured revolving loan	16.50% (7.00% PIK)	Base Rate (Q)	8.00%	06/2026		0.3
			First lien senior secured revolving loan	14.57% (7.00% PIK)	SOFR (Q)	9.00%	06/2026		9.5
			First lien senior secured loan	14.57% (7.00% PIK)	SOFR (Q)	9.00%	06/2026		56.0
			Class A common units					100.00%	4.6
Abzena Holdings, Inc. and Astro Group Holdings Ltd.	8810 Rehco Road San Diego, CA 92121	Organization providing discovery, development and manufacturing services to the pharmaceutical and biotechnology industries	A ordinary shares					1.06%	4.5	[5]
ACAS Equity Holdings Corporation [4]	2000 Avenue of the Stars, 12th Floor, Los Angeles, CA 90067	Investment company	Common stock					100.00%	0.4	[5]
Accession Risk Management Group, Inc. and RSC Insurance Brokerage, Inc. [9]	160 Federal St 4th Fl. Boston, Massachusetts 02110	Insurance broker	First lien senior secured loan	10.96%	SOFR (Q)	5.50%	11/2029		37.9
			First lien senior secured loan	11.31%	SOFR (Q)	6.00%	11/2029		4.5
			First lien senior secured loan	10.96%	SOFR (Q)	5.50%	11/2029		0.3
Accommodations Plus Technologies LLC and Accommodations Plus Technologies Holdings LLC [10]	265 Broadhollow Road, Melville, NY 11747	Provider of outsourced crew accommodations and logistics management solutions to the airline industry	First lien senior secured revolving loan	12.21%	SOFR (Q)	6.75%	05/2025		4.1
			Class A common units					4.22%	35.7
Acrisure, LLC	100 Ottawa Avenue SW Grand Rapids, Michigan 49503	Independent property and casualty insurance brokerage	First lien senior secured loan	9.83%	SOFR (M)	4.50%	11/2030		0.2
Activate Holdings (US) Corp. and CrossPoint Capital AS SPV, LP [11]	1400-1055 Dunsmuir St., Vancouver, BC, V7X 1K8, Canada	Provider of software services that support the management and security of computing devices, applications, data, and networks	First lien senior secured loan	11.56%	SOFR (Q)	6.25%	07/2030		42.8	[5]
			Limited partnership interest	8.00% PIK				1.53%	11.8	[5]
ADF Capital, Inc., ADF Restaurant Group, LLC, and ARG Restaurant Holdings, Inc.[4]	165 Passaic Avenue, Fairfield, NJ 07004	Restaurant owner and operator	First lien senior secured loan				08/2022		0.0
ADG, LLC, GEDC Equity, LLC and RC IV GEDC Investor LLC [4][12]	300 East Long Lake Road, Suite 311 Bloomfield Hills, Michigan 48304	Dental services provider	First lien senior secured loan	9.43% (3.00% PIK)	SOFR (S)	4.00%	09/2026		15.1
			Second lien senior secured loan	10.00% PIK			03/2027		36.8
			Membership units					0.92%	0.0
			Class A common units					100.00%	18.9

26

								% of Class
							Maturity	Held at	Fair
Issuer	Address	Business Description	Investment	Coupon [1]	Reference	Spread	Date	3/31/2024 [2]	Value
ADMA Biologics Inc.	465 Route 17 South Ramsey, New Jersey 07446	Biopharmaceutical company	First lien senior secured loan	11.83%	SOFR (Q)	6.50%	12/2027		6.4	[5]
Advarra Holdings, Inc. [13]	6100 Merriweather Dr., Suite 600, Columbia, Maryland 21044	Provider of central institutional review boards over clinical trials	First lien senior secured loan	10.58%	SOFR (M)	5.25%	08/2029		4.0
Aero Operating LLC	30 Sagamore Hill Drive Port, Washington, NY 11050	Provider of snow removal and melting service for airports and marine terminals	First lien senior secured loan	14.45%	SOFR (Q)	9.00%	02/2026		30.8
			First lien senior secured loan	14.48%	SOFR (Q)	9.00%	02/2026		1.0
AffiniPay Midco, LLC and AffiniPay Intermediate Holdings, LLC [14]	6200 Bridge Point Parkway, Cuitding 4, Suite 250 Austin, Texas 78730	Payment processing solution provider	First lien senior secured loan	10.81%	SOFR (Q)	5.50%	06/2028		62.5
			First lien senior secured loan	10.82%	SOFR (Q)	5.50%	06/2028		99.4
			First lien senior secured loan	10.81%	SOFR (Q)	5.50%	06/2028		2.2
			Senior subordinated loan	15.31% PIK	SOFR (Q)	10.00%	06/2030		59.6
AHR Funding Holdings, Inc. and AHR Parent Holdings, LP	1506 6th Ave Ste 3 Columbus, Georgia 31901	Provider of revenue cycle management solutions to hospitals	Series A preferred shares	12.75% PIK			07/2028	58.33%	43.3
			Preferred units	8.00% PIK				1.96%	14.1
			Class B common units					1.96%	0.1
AI Aqua Merger Sub, Inc.	9399 West Higgins Road, Suite 1100, Rosemont, Illinois 60018	End to end provider of water solutions to a wide range of customer bases	First lien senior secured loan	9.07%	SOFR (M)	3.75%	07/2028		1.0
AI Fire Buyer, Inc. and AI Fire Parent LLC [15]	3760 KILROY AIRPORT WAY SUITE 600 Long Beach, California 90806	Provider of fire safety and life safety services	First lien senior secured loan	10.97%	SOFR (Q)	5.50%	03/2027		3.9
			First lien senior secured loan	11.04%	SOFR (S)	5.50%	03/2027		0.1
			First lien senior secured loan	10.92%	SOFR (S)	5.75%	03/2027		3.7
			Second lien senior secured loan	16.23% PIK	SOFR (Q)	10.75%	09/2027		55.7
			Second lien senior secured loan	16.23% PIK	SOFR (Q)	10.75%	09/2027		12.6
			Second lien senior secured loan	16.23% PIK	SOFR (Q)	10.75%	09/2027		12.2
			Common units					2.72%	11.4
AIM Acquisition, LLC [16]	375 Center St, Miamiville, OH 45147	Manufacturer of component repair materials, consumables and engine components for the aerospace sector	First lien senior secured revolving loan	10.44%	SOFR (Q)	5.00%	12/2025		0.2
Aimbridge Acquisition Co., Inc.	5851 Legacy Circle, Suite 400, Plano, TX 75024	Hotel operator	Second lien senior secured loan	12.83%	SOFR (M)	7.50%	02/2027		22.1
Airx Climate Solutions, Inc. [17]	4308 Grant Boulevard, 1D Yukon, Oklahoma City, Oklahoma 73099	Provider of commercial HVAC equipment and services	First lien senior secured revolving loan	11.57%	SOFR (M)	6.25%	11/2029		0.3
			First lien senior secured loan	11.68%	SOFR (Q)	6.25%	11/2029		9.6
Alcami Corporation and ACM Note Holdings, LLC [18]	2320 Scientific Park Drive Wilmington, North Carolina 28405	Outsourced drug development services provider	First lien senior secured loan	12.49%	SOFR (Q)	7.00%	12/2028		10.1
			Senior subordinated loan	10.00% PIK			06/2029		21.0
Alera Group, Inc. [19]	23825 Commerce Park Beachwood, Ohio 44122	Insurance service provider	First lien senior secured loan	10.68%	SOFR (M)	5.25%	10/2028		46.3
			First lien senior secured loan	11.18%	SOFR (M)	5.75%	10/2028		0.6
AMCP Clean Acquisition Company, LLC	1 West Mayflower Avenue, Las Vegas, NV, 89030, United States	Provider of commercial laundry services	First lien senior secured loan	10.33%	SOFR (S)	5.00%	06/2028		10.3

27

								% of Class
								Held at
Issuer	Address	Business Description	Investment	Coupon [1]	Reference	Spread	Maturity Date	3/31/2024 [2]	Fair Value
American Residential Services L.L.C. and Aragorn Parent Holdings LP [20]	965 Ridge Lake Boulevard, Suite 201, Memphis, TN 38120	Heating, ventilation and air conditioning services provider	First lien senior secured revolving loan	10.75%	Base Rate (Q)	2.25%	10/2025		3.3
			Second lien senior secured loan	14.07%	SOFR (Q)	8.50%	10/2028		56.4
			Series A preferred units	10.00% PIK				0.82%	4.6
American Seafoods Group LLC and American Seafoods Partners LLC	2025 First Avenue, Suite 900, Seattle, WA 98121	Harvester and processor of seafood	Class A units					0.24%	0.1
			Warrant to purchase units of Class A units				08/2035	3.36%	11.4
Amerivet Partners Management, Inc. and AVE Holdings LP [21]	8610 N New Braunfels Ave, San Antonio, Texas, 78217	Veterinary practice management platform	Subordinated loan	16.50% PIK			12/2030		54.3
			Class A units					0.23%	2.9
			Class C units					0.57%	1.4
Amynta Agency Borrower Inc. and Amynta Warranty Borrower Inc.	60 Broad Street, New York, NY 10004	Insurance service provider	First lien senior secured loan	9.55%	SOFR (Q)	4.25%	02/2028		1.0
Anaplan, Inc. [22]	50 Hawthorne Street, San Francisco, CA 94105	Provider of cloud-based connected planning platforms for business analytics	First lien senior secured loan	11.81%	SOFR (Q)	6.50%	06/2029		1.8
Anaqua Parent Holdings, Inc. & Astorg VII Co-Invest Anaqua [23]	2 31 St. James Ave, Suite 1100, Boston, MA 02116	Provider of intellectual property management lifecycle software	First lien senior secured loan	9.60%	Euribor (Q)	5.50%	04/2026		4.3
			First lien senior secured loan	10.80%	SOFR (S)	5.25%	04/2026		2.3
			Limited partnership units					0.75%	10.7	[5]
Apex Clean Energy TopCo, LLC[3]	310 4th Street N.E., Suite 200 Charlottesville, Virginia 22902	Developer, builder and owner of utility-scale wind and solar power facilities	Class A common units					9.05%	192.6
Apex Service Partners, LLC and Apex Service Partners Holdings, LLC [24]	201 E Kennedy Blvd. Suite 1600 Tampa, Florida 33602	Provider of residential HVAC, plumbing, and electrical maintenance and repair services	First lien senior secured revolving loan	11.82%	SOFR (Q)	6.50%	10/2029		3.2
			First lien senior secured loan	12.32% (2.00% PIK)	SOFR (Q)	7.00%	10/2030		156.5
			Series B common units					2.02%	8.4
APG Intermediate Holdings Corporation and APG Holdings, LLC [3][25]	4348 Woodland Blvd, Suite 135, 200 and 230, Castle Rock, CO 80104	Aircraft performance software provider	First lien senior secured loan	10.71%	SOFR (M)	5.25%	01/2025		13.2
			Class A membership units					7.61%	8.9
API Commercial Inc., API Military Inc., and API Space Intermediate, Inc.	15501 SW 29th Street, Suite 101, Miramar, FL 33027	Provider of military aircraft aftermarket parts and distribution, repair and logistics services	First lien senior secured loan	10.45%	SOFR (Q)	5.00%	08/2025		4.7
Applied Technical Services, LLC [26]	1049 Triad Court, Marietta, Georgia 30062	Provider engineering, testing, and inspection services to various industrial, commercial and consumer customers	First lien senior secured revolving loan	13.25%	Base Rate (Q)	4.75%	12/2026		1.1
			First lien senior secured loan	11.20%	SOFR (Q)	5.75%	12/2026		1.0
			First lien senior secured loan	11.45%	SOFR (Q)	6.00%	12/2026		2.8
			First lien senior secured loan	11.20%	SOFR (Q)	5.75%	12/2026		2.6
Appriss Health, LLC and Appriss Health Intermediate Holdings, Inc. [27]	9901 Linn Station Road, Suite 500 Louisville, KY 40223	Software platform for identification, prevention and management of substance use disorder	First lien senior secured loan	12.48%	SOFR (Q)	7.00%	05/2027		5.6
			Series A preferred shares	11.00% PIK				0.00%	41.7

28

								% of Class
								Held at
Issuer	Address	Business Description	Investment	Coupon [1]	Reference	Spread	Maturity Date	3/31/2024 [2]	Fair Value
Aptean, Inc. and Aptean Acquiror Inc. [28]	4325 Alexander Drive, Alpharetta, Georgia, 30022	Provider of CRM, ERP and supply chain software application	First lien senior secured loan	10.57%	SOFR (S)	5.25%	01/2031		16.3
AQ Sage Buyer, LLC [29]	1920 Main Street, Suite 800 Irvine, California 92614	Provider of actuarial consulting and comprehensive wealth management services	First lien senior secured loan	11.45%	SOFR (Q)	6.00%	01/2027		3.5	[5]
AQ Sunshine, Inc. [30]	1277 Treat Boulevard Walnut Creek, California 94597	Specialized insurance broker	First lien senior secured loan	11.70%	SOFR (Q)	6.25%	04/2027		8.4
			First lien senior secured loan	11.70%	SOFR (Q)	6.25%	04/2027		5.5
			First lien senior secured loan	11.70%	SOFR (Q)	6.25%	04/2027		0.1
			First lien senior secured loan	11.70%	SOFR (Q)	6.25%	04/2027		8.8
			First lien senior secured loan	11.69%	SOFR (M)	6.25%	04/2027		2.9
			First lien senior secured loan	11.70%	SOFR (Q)	6.25%	04/2027		6.4
Ardonagh Midco 3 PLC, Ardonagh Group Finco Pty Limited, Ardonagh Finco LLC and Ardonagh Finco B.V. [31]	44 Esplanade St Helier, Jersey JE4 9WG	Insurance broker and underwriting servicer	First lien senior secured loan	9.07%	BBSY (S)	4.75%	02/2031		9.4	[5]
			First lien senior secured loan	8.67%	Euribor (S)	4.75%	02/2031		34.4	[5]
			First lien senior secured loan	10.04%	SOFR (S)	4.75%	02/2031		167.9	[5]
ARES 2007-3R	P.O. Box 1093 South Church Street, George Town, Grand Cayman , Cayman Islands	Investment vehicle	Subordinated notes				04/2021		0.1	[5]
Argenbright Holdings V, LLC and Amberstone Security Group Limited [32]	3399 Peachtree Rd, NE - Suite 1500 Atlanta, Georgia 30326	Provider of outsourced security guard services, outsourced facilities management and outsourced aviation services	First lien senior secured loan	12.71%	SOFR (Q)	7.25%	11/2026		0.1	[5]
			First lien senior secured loan	12.71%	SOFR (Q)	7.25%	11/2026		6.1	[5]
Arrowhead Holdco Company and Arrowhead GS Holdings, Inc.	3787 95th Avenue N.E., Suite 250. Blaine, Minnesota 55014	Distributor of non-discretionary, mission-critical aftermarket replacement parts	First lien senior secured loan	10.72% (2.75% PIK)	SOFR (Q)	5.25%	08/2028		0.1
			Common stock					0.52%	0.0
Artivion, Inc. [33]	1655 Roberts Boulevard N.W., Kennesaw, GA, 30144, United States	Manufacturer, processor and distributor of medical devices and implantable human tissues	First lien senior secured revolving loan	9.30%	SOFR (S)	4.00%	01/2030		0.8	[5]
			First lien senior secured loan	11.80%	SOFR (Q)	6.50%	01/2030		11.3	[5]
ASP Dream Acquisition Co LLC	132 West 36th Street, 7th Floor New York, New York 10018	Provider of academic intervention and behavioral health services for children	First lien senior secured loan						—
ASP-r-pac Acquisition CO LLC and ASP-r-pac Holdings LP [34]	132 West 36th Street, 7th Floor New York, New York 10018	Manufacturer and supplier of printed packaging and trimmings	First lien senior secured revolving loan	11.44%	SOFR (M)	6.00%	12/2027		1.0
			First lien senior secured loan	11.57%	SOFR (Q)	6.00%	12/2027		0.1
			Class A units					3.15%	10.6
AthenaHealth Group Inc., Minerva Holdco, Inc. and BCPE Co-Invest (A), LP [35]	311 Arsenal Street. Watertown, Massachusetts 02472	Revenue cycle management provider to the physician practices and acute care hospitals	First lien senior secured loan	8.58%	SOFR (M)	3.25%	02/2029		0.1
			Series A preferred stock	10.75% PIK				8.24%	239.4
			Class A units					0.14%	12.3
Athyrium Buffalo LP	1222 Demonbreun Street, Suite 2000 Nashville, Tennessee 37203	Biotechnology company engaging in the development, manufacture, and commercialization of novel neuromodulators	Limited partnership interests					2.92%	7.4	[5]
			Limited partnership interests					25.55%	3.6	[5]
ATI Restoration, LLC [36]	210 Baywood Avenue Orange, California 92865	Provider of disaster recovery services	First lien senior secured revolving loan	10.98%	SOFR (Q)	5.50%	07/2026		10.5
			First lien senior secured loan	10.97%	SOFR (Q)	5.50%	07/2026		32.6
			First lien senior secured loan	10.97%	SOFR (M)	5.50%	07/2026		48.3
			First lien senior secured loan	10.97%	SOFR (Q)	5.50%	07/2026		9.7
Auctane, Inc.	4301 Bull creek Rd, Suite 300, Austin, Texas 78731	Provider of mailing and shipping solutions	First lien senior secured loan	11.16%	SOFR (Q)	5.75%	10/2028		139.1
Automotive Keys Group, LLC and Automotive Keys Investor, LLC	1566 Barclay Blvd, Buffalo Grove, IL 60089	Provider of replacement wireless keys for automotive market	First lien senior secured loan	11.71%	SOFR (Q)	6.25%	11/2025		0.1
			First lien senior secured loan	11.71%	SOFR (Q)	6.25%	11/2025		4.8
			Preferred units					2.78%	2.2
			Preferred units					2.92%	0.6
			Class A common units					2.78%	0.0

29

								% of Class
							Maturity	Held at
Issuer	Address	Business Description	Investment	Coupon [1]	Reference	Spread	Date	3/31/2024 [2]	Fair Value
Avalara, Inc. [37]	Four Embarcadero Center, 20th Floor San Francisco, California 94111	Provider of cloud-based solutions for transaction tax compliance worldwide	First lien senior secured loan	12.56%	SOFR (Q)	7.25%	10/2028		72.2
Avalign Holdings, Inc. and Avalign Technologies, Inc. [38]	2275 Half Day Road Suite 126, Bannockburn, IL 60015 ​	Full-service contract manufacturer of medical device components for the orthopedic OEM industry	First lien senior secured loan	11.83%	SOFR (M)	6.50%	12/2028		37.7
Aventine Intermediate LLC & Aventine Holdings II LLC	345 Park Avenue New York, New York 10154	Media and production company	First lien senior secured loan	11.41% (4.00% PIK)	SOFR (Q)	6.00%	06/2027		9.8
			Senior subordinated loan	10.25% PIK			12/2030		36.1
Avetta, LLC [39]	17671 Cowan, Irvine, California 92614	Supply chain risk management SaaS platform for global enterprise clients	First lien senior secured loan	11.08%	SOFR (M)	5.75%	10/2030		33.0
Axiomatic, LLC	4751 WILSHIRE BLVD FL 3. Los Angeles, CA 90010	Premiere e-sports and video game investment platform	Class A-1 units					1.27%	5.8
BAART Programs, Inc., MedMark Services, Inc., and Canadian Addiction Treatment Centres LP	1720 Lakepointe Drive, Suite 117, Lewisville, Texas 75057	Opiod treatment provider	First lien senior secured loan	10.57%	SOFR (Q)	5.00%	06/2027		2.6
			First lien senior secured loan	10.57%	SOFR (Q)	5.00%	06/2027		3.1
Balrog Acquisition, Inc., Balrog Topco, Inc. and Balrog Parent, L.P.	7351 Crider Avenue Pico Rivera, California 90660	Manufacturer and distributor of specialty bakery ingredients	First lien senior secured loan	9.94%	SOFR (M)	4.50%	09/2028		16.4
			Second lien senior secured loan	12.44%	SOFR (M)	7.00%	09/2029		29.5
			Class A preferred units	8.00% PIK			08/2051	1.16%	12.8
			Series A preferred shares	11.00% PIK			08/2051	25.79%	29.1
Bambino Group Holdings, LLC	1350 Spring Street NW, Suite 600, Atlanta, Georgia 30353	Dental services provider	Class A preferred units					0.64%	0.9
Bamboo Purchaser, Inc.	14500 Kinsman Rd. Burton, Ohio 44021	Provider of nursery, garden, and greenhouse products	First lien senior secured loan	11.96%	SOFR (Q)	6.50%	11/2027		16.8
Bamboo US BidCo LLC [40]	1 Baxter Pkwy Deerfield, Illinois 60015	Biopharmaceutical company	First lien senior secured loan	12.06% (3.38% PIK)	SOFR (Q)	6.75%	09/2030		29.6
Banyan Software Holdings, LLC and Banyan Software, LP [41]	151 Bloor St W, Suite 400, Toronto, ON M5S 1S4	Vertical software businesses holding company	First lien senior secured revolving loan	10.83%	SOFR (M)	5.50%	10/2026		1.3	[5]
			First lien senior secured loan	12.43%	SOFR (M)	7.00%	10/2026		1.0	[5]
			First lien senior secured loan	12.43%	SOFR (M)	7.00%	10/2026		0.2	[5]
			First lien senior secured loan	12.68%	SOFR (M)	7.25%	10/2026		8.3	[5]
			Preferred units					0.50%	11.0	[5]
BCC Blueprint Holdings I, LLC and BCC Blueprint Investments, LLC	14600 Branch St. Omaha, Nebraska 68154	Provider of comprehensive suite of investment management and wealth planning solutions	First lien senior secured loan	12.23%	SOFR (Q)	6.75%	09/2027		0.2
			Senior subordinated loan	9.30% PIK			09/2026		5.6
			Common units					4.55%	4.7
BCTO Ignition Purchaser, Inc.	71 S. Wacker Drive Suite 400, Chicago, IL 60606	Enterprise software provider	First lien senior secured loan	14.30% PIK	SOFR (Q)	9.00%	10/2030		3.6	[5]
Beacon Pointe Harmony, LLC [42]	24 Corporate Plaza Drive Suite 150, Newport Beach, California 92660	Provider of comprehensive wealth management services	First lien senior secured loan	10.83%	SOFR (M)	5.50%	12/2028		19.8	[5]
			First lien senior secured loan	10.83%	SOFR (M)	5.50%	12/2028		2.6	[5]
Beacon Wellness Brands, Inc. and CDI Holdings I Corp. [43]	85 Wells Ave Suite 106 Newton, Massachusetts 02459	Provider of personal care appliances	First lien senior secured loan	11.18%	SOFR (M)	5.75%	12/2027		3.6
			Common stock					7.38%	4.3

30

									% of Class
								Maturity	Held at
Issuer	Address	Business Description	Investment	Coupon [1]		Reference	Spread	Date	3/31/2024 [2]	Fair Value
Belfor Holdings, Inc. [44]	185 Oakland Avenue, Birmingham, Michigan 48009	Disaster recovery services provider	First lien senior secured revolving loan					11/2028		0.0
Benecon Midco II LLC and Benecon Holdings, LLC [45]	201 East Oregon Road, Suite 100, Lititz, PA 17543	Employee benefits provider for small and mid-size employers	First lien senior secured loan	10.81%		SOFR (Q)	5.50%	01/2031		82.7
			Class A units						2.61%	27.1
Berner Food & Beverage, LLC [46]	2034 E. Factory Road Dakota, Illinois 61018	Supplier of dairy-based food and beverage products	First lien senior secured revolving loan	13.00%		Base Rate (Q)	4.50%	07/2026		0.8
			First lien senior secured revolving loan	10.96%		SOFR (Q)	5.50%	07/2026		0.3
BlueHalo Financing Holdings, LLC, BlueHalo Global Holdings, LLC, and BlueHalo, LLC [47]	4601 N. Fairfax Drive, Suite 900, Arlington, Virginia 22203	Provides products and services to the Department of Defense and Intelligence Community	First lien senior secured revolving loan					10/2025		0.0
			First lien senior secured loan	10.06%	​<