阿瑞斯资本美股招股说明书(2026-04-29版)

Ares Capital Corporation is a specialty finance company that is a closed-end, non-diversified management investment companyincorporated in Maryland. We have elected to be regulated as a business development company under the Investment Company Act of 1940, asamended. Our investment objective is to generate both current income and capital appreciation through debt and equity investments. We investprimarily in first lien senior secured loans (including “unitranche” loans, which are loans that combine both senior and subordinated loans, generallyin a first lien position), and second lien senior secured loans. In addition to senior secured loans, we also invest in subordinated debt (sometimesreferred to as mezzanine debt), which in some cases includes an equity component, and preferred equity. To a lesser extent, we also make commonequity investments. We are externally managed by our investment adviser, Ares Capital Management, a subsidiary of Ares Management Corporation, apublicly traded, leading global alternative investment manager. Ares Operations, a subsidiary of Ares Management Corporation, provides certainadministrative and other services necessary for us to operate. Our common stock is traded on The Nasdaq Global Select Market under the symbol “ARCC.” On April 27, 2026, the official close priceof our common stock on The Nasdaq Global Select Market was $18.61 per share. The net asset value per share of our common stock at March 31,2026 (the last date prior to the date of this prospectus supplement on which we determined net asset value) was $19.59. Sales of shares of our common stock, if any, under this prospectus supplement and the accompanying prospectus may be made intransactions that are deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the“Securities Act”), including without limitation sales made directly on or through The Nasdaq Global Select Market, sales made to or through marketmakers and sales made through any other existing trading market or electronic communications network, and by any other method permitted by law,including but not limited to privately negotiated transactions, which may include block trades, as we and the sales agents may agree. None of thesales agents are required to sell any specific number or dollar amount of shares of our common stock but will make all sales using commerciallyreasonable efforts consistent with their normal trading and sales practices on mutually agreed terms between the sales agents and us. Each of the sales agents will be entitled to compensation of up to 1.50% of the gross sales price for any shares of common stock soldthrough it as a sales agent under the equity distribution agreements, as further described herein under the caption “Plan of Distribution.” Inconnection with the sale of shares of common stock on our behalf, each sales agent may be deemed to be an “underwriter” within the meaning of theSecurities Act, and the compensation of each sales agent may be deemed to be underwriting commissions or discounts. The sales price per share ofour common stock offered by this prospectus supplement and the accompanying prospectus, less commissions payable under the applicable equitydistribution agreement and discounts, if any, will not be less than the net asset value per share of our common stock at the time of such sale, unlesswe have received requisite approval from our board of directors or a committee thereof, in accordance with the equity distribution agreements. Ourinvestment adviser may, from time to time, in its sole discretion, pay some or all of the commissions payable under the equity distributionagreements or make additional supplemental payments to ensure that the sales price per share of our common stock in connection with all of theofferings made hereunder will not be less than our current net asset value per share. Any such payments made by our investment adviser will not besubject to reimbursement by us. Investing in our common stock involves risks. Before making a decision to invest in our common stock, you should carefullyconsider the matters discussed under “Risk Factors” beginning on page 14 of the accompanying prospectus and the matters discussed in thedocuments incorporated or deemed to be incorporated by reference in this prospectus supplement and the accompanying prospectus. This prospectus supplement and the accompanying prospectus concisely provide important information about us that you should knowbefore investing in our common stock. We may also authorize one or more free writing prospectuses to be provided to you in connection with thisoffering (such free writing prospectus and this prospectus supplement collectively referred to hereinafter as the “prospectus supplement”). Pleaseread this prospectus supplement and the accompanying prospectus, and the documents incorporated by reference, before you invest and keep themfor future reference. We file annual,