Ares Capital (ARCC) Proxy filing summary

Executive summary

• A special meeting of stockholders is scheduled for August 13, 2026, to consider a proposal regarding the issuance of common stock below net asset value (NAV).

• The proposal seeks authorization for the company, with board approval, to sell or issue shares below NAV for a twelve-month period following the meeting.

• There are no immediate plans to issue shares below NAV; the authorization is intended to provide flexibility during market disruptions.

• Similar annual authorizations have been approved for 17 years, with only one prior use during the 2009-2010 Allied Capital acquisition.

• Stockholders are encouraged to review proxy materials and vote promptly to ensure quorum and avoid additional solicitation costs.

Voting matters and shareholder proposals

• The main proposal is to authorize the issuance of common stock below NAV, subject to board approval and specific limitations.

• Authorization, if approved, will be effective for one year from the meeting date.

• Voting can be completed online, by phone, or by mail, with detailed instructions provided.

Board of directors and corporate governance

• Any transaction involving issuance below NAV would require explicit approval from the board of directors.

• The board recommends voting in favor of the proposal to maintain financial flexibility.