Prospectus Filed Pursuant to Rule 424(b)(2) (424b2)

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The information in this prospectus supplement is not complete and may be changed. This prospectus supplement is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Filed Pursuant to Rule 424(b)(2)

Registration No.: 333-256733

Subject to Completion
Preliminary Prospectus Supplement dated January 12, 2023

PROSPECTUS SUPPLEMENT
(To Prospectus dated June 3, 2021)

9,000,000 Shares

Common Stock

We are offering for sale 9,000,000 shares of our common stock.

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 January 11, 2023, the official close price of our common stock on The Nasdaq Global Select Market was $19.32 per share. The net asset value per share of our common stock at September 30, 2022 (the last date prior to the date of this prospectus supplement on which we determined net asset value) was $18.56.

Investing in our common stock involves risks. Before making a decision to invest in our common stock, you should carefully consider the matters discussed under “Risk Factors” beginning on page 15 of the accompanying prospectus and the matters discussed in the documents 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 know before investing in our common stock. We may also authorize one or more free writing prospectuses to be provided to you in connection with this offering (such free writing prospectus and this prospectus supplement collectively referred to hereinafter as the “prospectus supplement”). Please read this prospectus supplement and the accompanying prospectus, and the documents incorporated by reference, before you invest and keep them 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, 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 supplement or the accompanying prospectus.

The underwriters have agreed to purchase the common stock from us at a price of $ per share, which will result in $ of proceeds to us before expenses. The underwriters may offer the shares of common stock from time to time for sale in one or more transactions on The Nasdaq Global Select Market, in the over-the-counter market, through negotiated transactions or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices.

The underwriters may also purchase up to an additional 1,350,000 shares from us at the price per share set forth above within 30 days of the date of this prospectus supplement.

Neither the SEC 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.

The shares will be ready for delivery on or about , 2023.

Morgan
Stanley

BofA
Securities

UBS Investment
Bank

RBC Capital
Markets

Wells Fargo
Securities

Keefe, Bruyette & Woods

A Stifel Company

Raymond James

Goldman Sachs & Co. LLC

Janney Montgomery Scott

J.P. Morgan

Oppenheimer & Co.

The date of this prospectus supplement is January , 2023.

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You should rely only on the information contained in this prospectus supplement and the accompanying prospectus, the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, or any other information to which we have referred you. We have not, and the underwriters 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, 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
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	Page
Forward-Looking Statements		S-1
The Company		S-3
Fees and Expenses		S-8
Use of Proceeds		S-12
Capitalization		S-14
Price Range of Common Stock and Distributions		S-15
Underwriting		S-16
Legal Matters		S-21
Incorporation by Reference		S-22

Prospectus
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	Page
Prospectus Summary		1
The Company		1
Offerings		4
Fees and Expenses		7
Financial Highlights		11
Risk Factors		15
Forward-Looking Statements		17
Use of Proceeds		19
Price Range of Common Stock and Distributions		21
Management’s Discussion and Analysis of Financial Condition and Results of Operations		23
Senior Securities		24
Business		25
Portfolio Companies		26
Management		64
Certain Relationships and Related Transactions		68
Control Persons and Principal Stockholders		69
Determination of Net Asset Value		71

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	Page
Dividend Reinvestment Plan		72
Certain Material U.S. Federal Income Tax Considerations		74
Description of Securities		83
Description of Our Capital Stock		84
Description of Our Preferred Stock		91
Description of Our Subscription Rights		92
Description of Our Warrants		93
Description of Our Debt Securities		95
Description of Our Units		106
Sales of Common Stock Below Net Asset Value		107
Issuance of Warrants or Securities to Subscribe For or Convertible Into Shares of Our Common Stock		112
Regulation		113
Custodian, Transfer and Dividend Paying Agent and Registrar		120
Brokerage Allocation and Other Practices		121
Plan of Distribution		122
Legal Matters		124
Independent Registered Public Accounting Firm		125
Available Information		126
Incorporation of Certain Information By Reference		127

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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:

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

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the return or impact of current and future investments;

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

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

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the impact of the elimination of the London Interbank Offered Rate (“LIBOR”) and implementation of alternatives to LIBOR on our operating results;

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

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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;

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

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our ability to recover unrealized losses;

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

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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;

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our contractual arrangements and relationships with third parties;

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the state of the general economy;

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

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uncertainty surrounding global financial stability;

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the social, geopolitical, financial, trade and legal implications of Brexit;

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

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

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

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our ability to raise capital in the private and public debt markets;

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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;

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our ability to successfully complete and integrate any acquisitions;

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the outcome and impact of any litigation;

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the adequacy of our cash resources and working capital;

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the timing, form and amount of any dividend distributions;

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

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

We use words such as “anticipates,” “believes,” “expects,” “intends,” “will,” “should,” “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 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.

You should not place undue reliance on these forward-looking statements, which are based on information available to us as of the date of this prospectus supplement or the accompanying prospectus, as applicable, including any documents incorporated by reference. Except as required by the federal securities laws, we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise.

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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 the accompanying prospectus 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, or a “BDC,” under the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder or the “Investment Company Act.” 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, 2022, we were the largest publicly traded BDC by market capitalization and had approximately $22.0 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 and investments in project finance/power generation projects generally range between $10 million and $200 million. 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, which may result in us making commitments with respect to indebtedness or securities of a potential portfolio company in excess of our final investment. In such situations, while we may initially agree to fund up to a certain dollar amount of an investment, we may subsequently syndicate or sell a portion of such amount (including, without limitation, to vehicles managed by our portfolio company, Ivy Hill Asset Management, L.P.

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(“IHAM”)), such that we are left with a smaller investment than what was reflected in our original commitment. In addition to originating investments, we may also acquire investments in the secondary market (including purchases of a portfolio of investments).

The first and second lien senior secured loans in which we invest generally have stated terms of three to 10 years and the subordinated debt investments in which we invest generally have stated terms of up to 10 years. However, we may invest in loans and securities with any maturity or duration. 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.

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 experience in leveraged finance, private equity, distressed debt, commercial real estate finance, investment banking and capital markets. We have access to Ares’ investment professionals and administrative professionals, who provide assistance in accounting, finance, legal, compliance, operations, information technology and investor relations. As of September 30, 2022, Ares had over 850 investment professionals and over 1,600 administrative professionals.

While our primary focus is to generate current income and capital appreciation through investments in first and second lien senior secured loans and subordinated 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” 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.

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. Varagon was formed in 2013 as a lending platform by American International Group, Inc. (NYSE: AIG) and other partners. The joint venture is called the Senior Direct Lending Program, LLC (the “SDLP”). The SDLP may generally commit and hold individual loans of up to $350 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, 2022, we and a client of Varagon owned 87.5% and 12.5%, respectively, of the outstanding SDLP Certificates.

As of September 30, 2022, we and Varagon and its clients had agreed to make capital available to the SDLP of $6.2 billion in the aggregate, of which approximately $4.8 billion has been funded. As of September 30, 2022, we agreed to make available to the SDLP (subject to the approval of the SDLP as described above) $1.4 billion, of which $1.1 billion was funded. As of September 30, 2022, the SDLP had

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commitments to fund delayed draw loans to certain of its portfolio companies of $311 million, which had been approved by the investment committee of the SDLP as described above, of which $73 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” in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the SEC on October 25, 2022 and incorporated by reference herein.

Ivy Hill Asset Management, L.P.

As of September 30, 2022, our portfolio company, IHAM, an SEC-registered investment adviser, managed 21 vehicles and served as the sub-manager/sub-servicer for one other vehicle (such vehicles, the “IHAM Vehicles”). As of September 30, 2022, IHAM had assets under management of approximately $12.5 billion. As of September 30, 2022, the amortized cost and fair value of our investment in IHAM was $1.8 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.

Ares Capital Management LLC

Ares Capital Management, our investment adviser, is served by an origination, investment and portfolio management team of approximately 150 U.S.-based investment professionals as of September 30, 2022 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 nine members primarily comprised of certain of the U.S.-based partners of the Ares Credit Group.

Recent Developments

In November 2022, we completed a public equity offering (the “November 2022 Offering”) pursuant to which we sold 9.2 million shares of common stock at a price of $18.87 per share to the participating underwriters, resulting in net proceeds to us of approximately $173.2 million, after giving effect to offering expenses.

In January 2023, we amended the BNP Funding Facility (as defined below) to, among other things (a) increase the commitments under the facility by $200 million, from $300 million to $500 million and (b) adjust the interest rate charged on the BNP Funding Facility from an applicable LIBOR (subject to a floor of 0.00%) or a “base rate” (as defined in the BNP Funding Facility) plus a margin of (i) 1.80% during the reinvestment period and (ii) 2.30% following the reinvestment period to an applicable Secured Overnight Financing Rate (‘‘SOFR’’) (subject to a floor of 0.00%) or a “base rate” (as defined in the BNP Funding Facility) plus a margin of (i) 2.30% during the reinvestment period and (ii) 2.80% following the reinvestment period. The other terms of the BNP Funding Facility remained materially unchanged.

From October 1, 2022 through December 29, 2022, we made new investment commitments of approximately $2.5 billion, including $283 million of new investment commitments to IHAM. Of the approximately $2.5 billion of new investment commitments, $2.2 billion were funded. Of these new investment commitments, 61% were in first lien senior secured loans, 14% were in second lien senior secured loans 6% were in subordinated certificates of the SDLP, 3% were in senior subordinated loans, 2% were in preferred equity, 11% were for our investment in IHAM and 3% were in other equity. Of the approximately $2.5 billion of new investment commitments, 84% were floating rate, 6% were fixed rate, 4% were non-income producing, 1% were on non-accrual status and 5% was the Company's equity investment in IHAM. The weighted average yield of debt and other income producing securities funded during the period at amortized cost was 11.2% and the weighted average yield on total investments funded during the period at amortized cost was 11.0%. 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.

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From October 1, 2022 through December 29, 2022, we exited approximately $2.3 million of investment commitments, including $0.9 million of loans sold to IHAM or certain vehicles managed by IHAM. Of the total investment commitments exited, 83% were first lien senior secured loans, 8% were second lien senior secured loans, 4% were preferred equity, 2% were our investment in IHAM and 3% were other equity. Of the approximately $2.3 million of exited investment commitments, 91% were floating rate, 4% were fixed rate, 2% were non-income producing and 3% were on non-accrual status. The weighted average yield of debt and other income producing securities exited or repaid during the period at amortized cost was 10.0% and the weighted average yield on total investments exited or repaid during the period at amortized cost was 9.4%. Of the approximately $2.3 million of investment commitments exited from October 1, 2022 through December 29, 2022, we recognized total net realized losses of approximately $2 million, including $10 million of net realized losses from the sale of loans to IHAM or certain vehicles managed by IHAM.

In addition, as of December 29, 2022, we had an investment backlog and pipeline of approximately $300 million and $0, respectively. 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. Investment pipeline includes transactions where due diligence and analysis are in process, but no formal mandate, letter of intent or signed commitment have been issued. The consummation of any of the investments in this backlog and pipeline depends upon, among other things, one or more of the following: satisfactory completion of our due diligence investigation of the prospective portfolio company, 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.

We estimate that basic and diluted GAAP earnings per share (“EPS”) will be in the range of $0.29 to $0.38 and $0.29 to $0.37, respectively, and Core EPS1 will be in the range of $0.61 to $0.63, in each case, for the three months ended December 31, 2022 and net asset value per share as of December 31, 2022 will be in the range of $18.35 to $18.43. These estimates are based on management’s preliminary determination and have not been approved by our board of directors.

A reconciliation of our estimated Core EPS to our estimated basic GAAP EPS, the most directly comparable GAAP financial measure, for the three months ended December 31, 2022 is provided below.

	For the three months ended December 31, 2022
Range of estimated Core EPS		$	0.61 – 0.63
Range of estimated net realized gains			0.05 – 0.05
Range of estimated net unrealized (losses)	(0.43) – (0.34)
Range of estimated capital gains incentive fees attributed to net realized and unrealized gains and losses			0.08 – 0.06
Range of estimated income tax expense related to net realized gains and losses	(0.02) – (0.02)
Range of estimated basic GAAP EPS2		$	0.29 – 0.38

Core EPS is a non-GAAP financial measure. Core EPS is the net increase (decrease) in stockholders’ equity resulting from operations less net realized and unrealized gains and losses, any capital gains incentive fees attributable to such net realized and unrealized gains and losses and any income taxes related to such net realized gains and losses, divided by the basic weighted average shares outstanding for the relevant period. Basic GAAP net income (loss) per share is the most directly comparable GAAP financial measure. We believe that Core EPS provides useful information to investors regarding financial performance because it is one method we use to measure our financial condition and results of operations. The presentation of this additional information is not meant to be considered in isolation or as a substitute for financial results prepared in accordance with GAAP.

In the first quarter of 2022, we adopted Accounting Standards Update 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which requires the use of the if-converted method when calculating the dilutive impact of outstanding convertible notes on diluted

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earnings per share. As a result, we estimated diluted GAAP net income per share for the three months ended December 31, 2022 will be in the range of $0.29 to $0.37. The estimated weighted average shares outstanding for purpose of calculating the diluted GAAP net income per share for the three months ended December 31, 2022 was approximately 534 million, which includes an estimated 20 million shares related to the assumed conversion of outstanding convertible notes.

The estimates presented above are based on management’s preliminary determinations only and, consequently, the data set forth in our Annual Report for the year ended December 31, 2022 may differ from these estimates, and any such differences may be material. For example, estimated net asset value per share is based on the value of our total assets, including our investments (substantially all of which are not publicly traded or whose market prices are not readily available, the fair value of which must be determined in good faith by our investment adviser, subject to the oversight by our board of directors). The fair value of such investments have not yet been determined by our investment adviser and the actual fair value of such investments, when determined by our investment adviser, may be different than the estimates reported herein. In addition, the information presented above does not include all of the information regarding our financial condition and results of operations as of and for the period ended December 31, 2022 that may be important to investors. As a result, investors are cautioned not to place undue reliance on the information presented above and should view this information in the context of our full fourth quarter results when such results are disclosed by us in our Annual Report for the year ended December 31, 2022. The information presented above is based on current management expectations that involve substantial risk and uncertainties that could cause actual results to differ materially from the results expressed in, or implied by, such information. We assume no duty to update these preliminary estimates except as required by law.

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.

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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 prospectus supplement or the accompanying prospectus 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
	Annual expenses (as a percentage of consolidated net assets attributable to common stock)(4):
	Base management fees			3.30%(5)
	Income based fees and capital gains incentive fees			1.77%(6)
	Interest payments on borrowed funds			4.54%(7)
	Other expenses			0.96%(8)
	Acquired fund fees and expenses			1.44%(9)
	Total annual expenses			12.01%(10)

(1)

The underwriting discounts and commissions with respect to the shares sold in this offering, which is a one-time fee, is the only sales load paid in connection with this offering. Because the underwriters may offer the shares from time to time, for the purpose of calculating sales load, we have assumed the underwriters will sell the shares to the public at a price of $ per share, the official close price of our common stock on The Nasdaq Global Select Market on January , 2023.

(2)

Amount reflects estimated offering expenses of approximately $ million based on the 9,000,000 shares offered in this offering (assuming that the underwriters do not exercise their option to purchase additional shares).

(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” in the accompanying prospectus for more information.

(4)

The “consolidated net assets attributable to common stock” used to calculate the percentages in this table is our average net assets of $9.3 billion for the nine months ended September 30, 2022.

(5)

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 “Item 1. Business — Investment Advisory and Management Agreement” in our Annual Report on Form 10-K for the year ended December 31, 2021.

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(6)

This item represents our investment adviser’s income based fees and capital gains incentive fees estimated by annualizing income based fees for the nine months ended September 30, 2022, and adding the capital gains incentive fee expense accrued in accordance with U.S. generally accepted accounting principles (“GAAP”) for the quarter ended September 30, 2022, even though no capital gains incentive fee was actually payable under the investment advisory and management agreement as of September 30, 2022.

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 this offering within three months of the date of completion of this offering 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 this offering. Since our initial public offering through September 30, 2022, 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 0.65% of our weighted average net assets for such period (2.61% 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 Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the SEC on October 25, 2022.

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

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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 fees are payable under the terms of the investment advisory and management agreement.

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

See “Item 1. Business — Investment Advisory and Management Agreement” in our Annual Report on Form 10-K for the year ended December 31, 2021.

(7)

“Interest payments on borrowed funds” represents our interest expenses estimated by annualizing our actual interest and credit facility expenses incurred for the nine months ended September 30, 2022. During the nine months ended September 30, 2022, our average outstanding borrowings were approximately $11.2 billion and cash paid for interest expense was $303 million. We had outstanding borrowings of approximately $11.9 billion (with a carrying value of approximately $11.8 billion) as of September 30, 2022. 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 with us” in our Annual Report on Form 10-K for the year ended December 31, 2021. 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).

(8)

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 nine months ended September 30, 2022. 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 “Item 1. Business — Administration Agreement” in our Annual Report on Form 10-K for the year ended December 31, 2021.

(9)

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 supplement and the accompanying prospectus as “Acquired Funds.” This amount is estimated based on the estimated annual fees and operating expenses of Acquired Funds in which we invested as of September 30, 2022. 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 Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the SEC on October 25, 2022, 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 September 30, 2022 and include interest payments on the senior notes and intermediate funding notes provided by Varagon and its clients, which represent 87% of such expenses.

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(10)

“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.

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, that our annual operating expenses would remain at the levels set forth in the table above and that an investor would pay a sales load of % (underwriting discounts and commissions with respect to the shares sold in this offering). 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.

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)

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)

(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” in the accompanying prospectus 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.

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USE OF PROCEEDS

We estimate that the net proceeds we will receive from the sale of 9,000,000 shares of our common stock in this offering will be approximately $ million (or approximately $ million if the underwriters fully exercise their option to purchase 1,350,000 additional shares), in each case after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

We expect to use the net proceeds of this offering to repay outstanding indebtedness, if any, under our $4.843 billion revolving credit facility (the “Revolving Credit Facility”) ($2.2 billion aggregate principal amount outstanding as of December 29, 2022), the $1.775 billion revolving funding facility of our consolidated subsidiary Ares Capital CP Funding LLC (the “Revolving Funding Facility”) ($800 million aggregate principal amount outstanding as of December 29, 2022), the $800 million revolving funding facility of our consolidated subsidiary, Ares Capital JB Funding LLC (the “SMBC Funding Facility”) ($451 million principal amount outstanding as of December 29, 2022) and/or the $500 million revolving credit facility of our consolidated subsidiary, ARCC FB Funding LLC (the “BNP Funding Facility”) ($245 million principal amount outstanding as of December 29, 2022).

The interest charged on the indebtedness incurred under the Revolving Credit Facility is based on term 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) and 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 29, 2022, the one-, three- and six-month term SOFR was 4.33%, 4.59% and 4.79%, respectively. The stated maturity date for $3.5 billion of revolving commitments and $1.0 billion of term loan commitments under the Revolving Credit Facility is March 31, 2027, the stated maturity date for $107 million of revolving commitments and $28 million of term loan commitments under the Revolving Credit Facility is March 31, 2026 and the stated maturity date for $150 million of revolving commitments and $50 million of term loan commitments under the Revolving Credit Facility is March 30, 2025. 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 1.75% or 2.00% over LIBOR or 0.75% or 1.00% 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. As of December 29, 2022, the one-, three- and six-month LIBOR was 4.37%, 4.75% and 5.14%, respectively. The stated maturity date of the SMBC Funding Facility is May 28, 2026 (subject to two one-year extension options exercisable upon mutual consent). As of December 29, 2022, the interest rate charged on the indebtedness incurred under the BNP Funding Facility was based on LIBOR, or a “base rate” (as defined in the agreements governing the BNP Funding Facility) plus a margin of (i) 1.80% during the reinvestment period and (ii) 2.30% following the reinvestment period. As of the date of this prospectus, the interest rate charged on the indebtedness incurred under the BNP Funding Facility is based on SOFR, or a “base rate” (as defined in the agreements governing the BNP Funding Facility) plus a margin of (i) 2.30% during the reinvestment period and (ii) 2.80% following the reinvestment period. The stated maturity date of the BNP Funding Facility is June 11, 2025 (subject to a one-year extension option exercisable upon mutual consent). See “Recent Developments” for more information on the BNP Funding Facility.

Affiliates of certain of the underwriters are lenders under the Revolving Credit Facility and/or the Revolving 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 and/or the Revolving Funding Facility.

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We intend to use any net proceeds from this offering that are not applied as 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 and pipeline that, as of December 29, 2022, were approximately $300 million and $0, respectively. Please note that the consummation of any of the investments in this backlog and pipeline depends upon, among other things, one or more of the following: satisfactory completion of our due diligence investigation of the prospective portfolio company, 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.

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CAPITALIZATION

The following table sets forth our actual capitalization at September 30, 2022. You should read this table together with “Use of Proceeds” described in this prospectus supplement and our most recent balance sheet included in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the SEC on October 25, 2022 and incorporated by reference herein.

	As of September 30, 2022
	(dollar amounts in millions except share amounts)
Cash and cash equivalents (including restricted cash)		$	362
Debt(1)
Revolving Credit Facility		$	1,787
Revolving Funding Facility			932
SMBC Funding Facility			456
BNP Funding Facility			175
2024 Convertible Notes			403
2023 Notes			750
2024 Notes			900
March 2025 Notes			600
July 2025 Notes			1,250
January 2026 Notes			1,150
July 2026 Notes			1,000
2027 Notes			500
2028 Notes			1,250
2031 Notes			700
Total Debt			11,853
Stockholders’ Equity
Common stock, par value $0.001 per share, 700,000,000 common shares authorized, and 508,259,293 common shares issued and outstanding(2)			—
Capital in excess of par value			9,370
Accumulated overdistributed earnings			66
Total stockholders’ equity			9,436
Total capitalization		$	22,038

(1)

The above table reflects the principal amount of indebtedness outstanding as of September 30, 2022. As of December 29, 2022, indebtedness under the Revolving Credit Facility, the Revolving Funding Facility, the SMBC Funding Facility and the BNP Funding Facility were $2.2 billion, $800 million, $451 million and $245 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, the SMBC Funding Facility, the 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)

In November 2022, we issued and sold 9.2 million shares of common stock pursuant to the November 2022 Offering. See “The Company — Recent Developments." From October 1, 2022 through December 29, 2022, we issued and sold approximately 0.9 million shares of common stock under our equity distribution agreements with Truist Securities, Inc., Regions Securities LLC and SMBC Nikko Securities America, Inc., with net proceeds totaling approximately $18.2 million. Such issued and sold shares are not reflected in the table above.

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PRICE RANGE OF COMMON STOCK AND DISTRIBUTIONS

The information required by this item is contained in our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on February 9, 2022 and in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the SEC on October 25, 2022 and incorporated by reference herein.

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UNDERWRITING

Morgan Stanley & Co. LLC, BofA Securities, Inc. and UBS 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 between 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 number of shares of common stock set forth opposite its name below.

Underwriter			Number of Shares
Morgan Stanley & Co. LLC
BofA Securities, Inc.
UBS Securities LLC
RBC Capital Markets, LLC
Wells Fargo Securities, LLC
Keefe, Bruyette & Woods, Inc.
Raymond James & Associates, Inc.
Goldman Sachs & Co. LLC
Janney Montgomery Scott LLC
J.P. Morgan Securities LLC
Oppenheimer & Co. Inc.
Total

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 shares sold under the purchase agreement if any of these shares are purchased. If an underwriter defaults, the purchase agreement provides that the purchase commitments of the nondefaulting underwriters may be increased or the purchase agreement may be terminated.

We have agreed to indemnify the several 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 shares, 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 shares, 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.

The underwriters are purchasing the shares of common stock from us at $ per share (representing approximately $ million aggregate proceeds to us, before we deduct our aggregate out-of-pocket expenses of approximately $ million, or approximately $ million if the underwriters’ option to purchase additional shares described below is exercised in full). The underwriters may offer the shares of common stock from time to time for sale in one or more transactions on The Nasdaq Global Select Market, in the over-the-counter market, through negotiated transactions or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. In connection with the sale of the shares of common stock offered hereby, the underwriters may be deemed to have received compensation in the form of underwriting discounts. The underwriters may effect such transactions by selling shares of common stock to or through dealers, and such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or purchasers of shares of common stock for whom they may act as agents or to whom they may sell as principal.

Option to Purchase Additional Shares

We have granted an option to the underwriters to purchase up to 1,350,000 additional shares of common stock at the price per share set forth on the cover page of this prospectus supplement. The

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underwriters may exercise this option for 30 days from the date of this prospectus supplement. If the underwriters exercise this option, each will be obligated, subject to conditions contained in the purchase agreement, to purchase a number of additional shares proportionate to that underwriter’s initial amount reflected in the above table.

No Sales of Similar Securities

We have agreed, with exceptions, not to sell or transfer any common stock, or any securities convertible into or exercisable or exchangeable for common stock, for 30 days after the date of this prospectus supplement without first obtaining the written consent of Morgan Stanley & Co. LLC.

Our executive officers and directors have agreed, with exceptions, not to sell or transfer any common stock, or any securities convertible into or exercisable or exchangeable for common stock, for 30 days after the date of this prospectus supplement without first obtaining the written consent of Morgan Stanley & Co. LLC. Specifically, we and these other persons have agreed, with certain limited exceptions, not to directly or indirectly:

•

offer, pledge, sell or contract to sell any common stock,

•

sell any option or contract to purchase any common stock,

•

purchase any option or contract to sell any common stock,

•

grant any option, right or warrant for the sale of any common stock,

•

lend or otherwise dispose of or transfer any common stock,

•

request or demand that we file a registration statement related to the common stock, or

•

enter into any swap or other agreement that transfers, in whole or in part, the economic consequence of ownership of any common stock whether any such swap or transaction is to be settled by delivery of shares or other securities, in cash or otherwise.

This lock-up provision applies to common stock and any securities convertible into or exercisable or exchangeable for common stock. It also applies to common stock owned now or acquired later by the person executing the agreement or for which the person executing the agreement later acquires the power of disposition.

Nasdaq Global Select Market Listing

The shares are listed on The Nasdaq Global Select Market under the symbol “ARCC.”

Short Positions

In connection with the offering, the underwriters may purchase and sell our common stock 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 underwriters of a greater number of shares than they are required to purchase in the offering. “Covered” short sales are sales made in an amount not greater than the underwriters’ option to purchase additional shares described above. The underwriters may close out any covered short position by either exercising their option to purchase additional shares or purchasing shares in the open market. In determining the source of shares to close out the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the option granted to them. “Naked” short sales are sales in excess of the option. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of our common stock 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 our common stock or preventing or retarding a decline in the market price of our common stock. As a result, the price of our common stock

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may be higher than the price that might otherwise exist in the open market. The underwriters may conduct these transactions on The Nasdaq Global Select Market, in the over-the-counter market or otherwise.

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 our common stock. In addition, neither we nor any of the underwriters make any representation that the underwriters will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice.

Passive Market Making

In connection with this offering, underwriters may engage in passive market making transactions in the common stock on The Nasdaq Global Select Market in accordance with Rule 103 of Regulation M under the Exchange Act during a period before the commencement of offers or sales of common stock and extending through the completion of distribution. A passive market maker must display its bid at a price not in excess of the highest independent bid of that security. However, if all independent bids are lowered below the passive market maker’s bid, that bid must then be lowered when specified purchase limits are exceeded. Passive market making may cause the price of our common stock to be higher than the price that otherwise would exist in the open market in the absence of those transactions. The underwriters are not required to engage in passive market making and may end passive market making activities at any time.

Electronic Offer, Sale and Distribution of Shares

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 number of shares 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 investors in 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

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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 common stock. In addition, after the offering period for the sale of our common stock, 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 stockholders.

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. 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 and the Revolving 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) and JPMorgan Chase Bank, N.A. are joint bookrunners and joint lead arrangers for our Revolving Credit Facility. Bank of America, N.A., an affiliate of BofA Securities, Inc., is a syndication agent with respect to our Revolving Credit Facility. Wells Fargo Bank, N.A. is the agent under the Revolving Funding Facility. 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.

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 and for general corporate purposes. Affiliates of certain of the underwriters are lenders under the Revolving Credit Facility and/or the Revolving 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 and/or the Revolving Funding Facility.

The principal business address of Morgan Stanley & Co. LLC is 1585 Broadway, New York, NY 10036. The principal business address of BofA Securities, Inc. is One Bryant Park, New York, NY 10036. The principal business address of UBS Securities LLC is 1285 Avenue of the Americas, New York, NY 10019.

Notice to Prospective Investors in Australia

No placement document, prospectus, product disclosure statement, or other disclosure document has been lodged with the Australian Securities and Investments Commission (ASIC) in relation to this offering. This prospectus supplement does not constitute a prospectus, product disclosure statement, or other disclosure document under the Corporations Act 2001 (the Corporations Act) and does not purport to include the information required for a prospectus, product disclosure statement, or other disclosure document under the Corporations Act.

Any offer in Australia of our common stock may only be made to persons, or Exempt Investors, who are “sophisticated investors” (within the meaning of section 708(8) of the Corporations Act), “professional investors” (within the meaning of section 708(11) of the Corporations Act), or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer our common stock without disclosure to investors under Chapter 6D of the Corporations Act.

The common stock applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering, except in circumstances

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where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring securities must observe such Australian on-sale restrictions.

This prospectus supplement contains general information only and does not take account of the investment objectives, financial situation, or particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this prospectus supplement is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.

Notice to Prospective Investors in the Dubai International Financial Centre

This prospectus supplement relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority (“DFSA”). This prospectus supplement is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus supplement nor taken steps to verify the information set forth herein and has no responsibility for the prospectus supplement. The common stock to which this prospectus supplement relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the common stock offered should conduct their own due diligence on the common stock. If you do not understand the contents of this prospectus supplement you should consult an authorized financial advisor.

Notice to Prospective Investors in Hong Kong

Shares of our common stock may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), and no advertisement, invitation, or document relating to shares of our common stock may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to shares of our common stock which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

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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 certain 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 Bruckhaus Deringer US LLP, New York, New York.

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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 Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on February 9, 2022;

•

those portions of our Definitive Proxy Statement on Schedule 14A for our 2022 Annual Meeting of Stockholders, filed with the SEC on March 18, 2022, that are incorporated by reference in our Annual Report on Form 10-K for the year ended December 31, 2021;

•

our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022, June 30, 2022 and September 30, 2022, filed with the SEC on April 26, 2022, July 26, 2022 and October 25, 2022, respectively; and

•

our Current Reports on Form 8-K (other than information furnished rather than filed) filed with the SEC on January 3, 2022, January 13, 2022, January 18, 2022, January 21, 2022, March 9, 2022, April 5, 2022, May 20, 2022, May 27, 2022, July 1, 2022, August 2, 2022, August 8, 2022, October 25, 2022 (excluding Items 2.02 and 7.01 and Exhibits 99.1 and 99.2 thereof) and January 11, 2023.

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

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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 May 28, 2021 the last reported sales price of our common stock on The NASDAQ Global Select Market was $19.47, per share. The net asset value per share of our common stock at March 31, 2021 (the last date prior to the date of this prospectus on which we determined net asset value) was $17.45.

Investing in our securities involves risks that are described in the “Risk Factors” section beginning on page 15 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 June 3, 2021.

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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.

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	Page
Prospectus Summary		1
The Company		1
Offerings		4
Fees and Expenses		7
Financial Highlights		11
Risk Factors		15
Forward-Looking Statements		17
Use of Proceeds		19
Price Range of Common Stock and Distributions		21
Management’s Discussion and Analysis of Financial Condition and Results of Operations		23
Senior Securities		24
Business		25
Portfolio Companies		26
Management		64
Certain Relationships and Related Transactions		68
Control Persons and Principal Stockholders		69
Determination of Net Asset Value		71
Dividend Reinvestment Plan		72
Certain Material U.S. Federal Income Tax Considerations		74
Description of Securities		83
Description of Our Capital Stock		84
Description of Our Preferred Stock		91
Description of Our Subscription Rights		92
Description of Our Warrants		93
Description of Our Debt Securities		95
Description of Our Units		106
Sales of Common Stock Below Net Asset Value		107
Issuance of Warrants or Securities to Subscribe For or Convertible Into Shares of Our Common Stock		112
Regulation		113
Custodian, Transfer and Dividend Paying Agent and Registrar		120
Brokerage Allocation and Other Practices		121
Plan of Distribution		122
Legal Matters		124
Independent Registered Public Accounting Firm		125
Available Information		126
Incorporation of Certain Information By Reference		127

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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. 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.

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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, or a “BDC,” under the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder or 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, 2021, we were the largest BDC in the United States with approximately $16.0 billion of total assets.

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, which may result in us making commitments with respect to indebtedness or securities of a potential portfolio company in excess of our final investment. In such situations, while we may initially agree to fund up to a certain dollar amount of an investment, we may subsequently syndicate or sell a portion of such amount (including, without

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limitation, to vehicles managed by our portfolio company, Ivy Hill Asset Management, L.P. (“IHAM”)), such that we are left with a smaller investment than what was reflected in our original commitment. In addition to originating investments, we may also acquire investments in the secondary market (including purchases of a portfolio of investments). The first and second lien senior secured loans in which we invest generally have stated terms of three to 10 years and the mezzanine debt investments in which we invest generally have stated terms of up to 10 years, but the expected average life of such first and second lien loans and mezzanine debt is generally between three and seven years. However, we may invest in loans and securities with any maturity or duration. 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.

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 20 years and its partners have experience in leveraged finance, private equity, distressed debt, commercial real estate finance, investment banking and capital markets. We have access to Ares’ investment professionals and administrative professionals, who provide assistance in accounting, finance, legal, compliance, operations, information technology and investor relations.

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 15 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.

•

The novel coronavirus (“COVID-19”) pandemic has caused severe disruptions in the global economy, which has had, and may continue to have, a negative impact on our portfolio companies and 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.

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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 personnel of Ares for our future 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 with us.

•

We operate in a highly competitive market for investment opportunities.

•

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

•

We are exposed to risks associated with changes in interest rates.

•

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.

•

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, including as a result of the COVID-19 pandemic, 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 with us.

Our Corporate Information

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OFFERINGS

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

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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, 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

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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.

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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			3.18%(6)
	Income based fees and capital gains incentive fees			3.11%(7)
	Interest payments on borrowed funds			4.74%(8)
	Other expenses			0.81%(9)
	Acquired fund fees and expenses			1.45%(10)
	Total annual expenses			13.29%(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)

(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 $7.4 billion for the three months ended March 31, 2021.

(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.”

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(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, 2021, 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, 2021, even though no capital gains incentive fee was actually payable under the investment advisory and management agreement as of March 31, 2021.

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, 2021, 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 0.63% of our weighted average net assets for such period (2.51% 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 for the year ended December 31, 2020 and the three months ended March 31, 2021.

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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.

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, 2021. During the three months ended March 31, 2021, our average outstanding borrowings were approximately $8.3 billion and cash paid for interest expense was $107 million. We had outstanding borrowings of approximately $8.1 billion (with a carrying value of approximately $8.0 billion) as of March 31, 2021. 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 with 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, 2021. 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, 2021. 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

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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, 2021 and include interest payments on the senior notes and intermediate funding notes provided by Varagon and its clients, which represent 84% of such expenses.

(11)

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)		$	(104)		$	(296)		$	(468)		$	(822)
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)		$	(114)		$	(323)		$	(509)		$	(884)

(1)

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

(2)

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.

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FINANCIAL HIGHLIGHTS

The financial data set forth in the following table as of and for the years ended December 31, 2020, 2019, 2018, 2017, 2016, 2015, 2014, 2013, 2012 and 2011 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, 2021 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, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. 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.

Per Share Data:	As of and for the three months ended March 31, 2021			As of and for the year ended
Per Share Data:	As of and for the three months ended March 31, 2021			December 31, 2020			December 31, 2019			December 31, 2018			December 31, 2017
Net asset value, beginning of period(1)		$	16.97		$	17.32		$	17.12		$	16.65		$	16.45
Issuances of common stock			0.02			—			0.02			—			(0.01)
Issuances of convertible notes			—			—			—			—			0.04
Repurchases of common stock			—			0.09			—			—			—
Net investment income for period(2)			0.33			0.94			1.90			1.63			1.20
Gain on the Allied Acquisition(3)			—			—			—			—			—
Deemed contribution from Ares Capital Management(4)			—			—			—			—			0.13
Net realized and unrealized gains (losses) for period(2)			0.53			(1.72)			(0.04)			0.38			0.36
Net increase (decrease) in stockholders’ equity			0.88			(0.69			1.88			2.01			1.72
Distributions from net investment income			(0.40)			(0.80)			(1.68)			(1.54)			(1.45)
Distributions from net realized gains			—			—			—			—			(0.07)
Total distributions to stockholders(5)			(0.40)			(0.80)			(1.68)			(1.54)			(1.52)
Net asset value at end of period(1)		$	17.45		$	15.83		$	17.32		$	17.12		$	16.65
Per share market value at end of period		$	18.71		$	14.45		$	18.65		$	15.58		$	15.72
Total return based on market value(6)			13.14%			(18.23)%			30.49%			8.91%			4.55%
Total return based on net asset value(7)			7.03%			(5.82)%			12.14%			12.10%			10.53%
Shares outstanding at end of period (millions)			437			423			431			426			426
Ratio/Supplemental Data:
Net assets at end of period (millions)		$	7,632		$	6,691		$	7,467		$	7,300		$	7,098
Ratio of operating expenses to average net assets(8)(9)			13.24%			14.47%			9.92%			8.63%			9.45%
Ratio of net investment income to average net assets(8)(10)			7.82%			18.50%			11.01%			9.60%			7.65%
Portfolio turnover rate(8)			41%			38%			38%			54%			51%

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	As of and for the year ended
Per Share Data:	December 31, 2016			December 31, 2015			December 31, 2014			December 31, 2013			December 31, 2012			December 31, 2011
Net asset value, beginning of period(1)		$	16.46		$	16.82		$	16.46		$	16.04		$	15.34		$	14.92
Issuances of common stock			—			0.01			—			0.16			0.05			—
Issuances of convertible notes			—			—			—			—			0.04			0.27
Repurchases of common stock			—			(0.01)			—			—			—			—
Net investment income for period(2)			1.57			1.62			1.43			1.61			1.52			1.38
Gain on the Allied Acquisition(3)			—			—			—			—			—			—
Deemed contribution from Ares Capital Management(4)			—			—			—			—			—			—
Net realized and unrealized gains (losses) for period(2)			(0.06)			(0.41)			0.50			0.22			0.69
Net increase in stockholders' equity			1.51			1.21			1.93			1.99			2.30			1.83
Distributions from net investment income			(1.26)			(1.56)			(1.57)			(1.57)			(1.56)			(1.16
Distributions from net realized gains			(0.26)			—			—			—			(0.04)			(0.25)
Total distributions to stockholders(5)			(1.52)			(1.57)			(1.57)			(1.57)			(1.60)			(1.41
Net asset value at end of period(1)		$	16.45		$	16.82		$	16.82		$	16.46		$	16.04		$	15.34
Per share market value at end of period		$	16.49		$	15.61		$	15.61		$	17.77		$	17.50		$	15.45
Total return based on market value(6)			26.39%			(3.32)%			(3.32)%			10.51%			23.62%			2.31
Total return based on net asset value(7)			9.15%			11.79%			11.79%			11.41%			14.34%			10.45
Shares outstanding at end of period (millions)			314			314			314			298			249			205
Ratio/Supplemental Data:
Net assets at end of period (millions)		$	5,165		$	5,284		$	5,284		$	4,904		$	3,988		$	3,147
Ratio of operating expenses to average net assets(8)(9)			9.59%			10.46%			10.46%			10.03%			10.70%			10.94
Ratio of net investment income to average net assets(8)(10)			9.58%			8.71%			8.71%			9.86%			9.62%			8.97
Portfolio turnover rate(8)			39%			39%			39%			27%			45%			53%

(1)

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

(2)

Weighted average basic per share data.

(3)

This amount reflects the gain on the Company’s acquisition of Allied Capital Corporation.

(4)

See Note 16 to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the SEC on February 12, 2020, for additional information.

(5)

Includes additional dividends of (a) $0.08 per share for the year ended December 31, 2019, (b) $0.05 per share for the year ended December 31, 2015, (c) $0.05 per share for the year ended December 31, 2014, (d) $0.05 per share for the year ended December 31, 2013 and (e) $0.10 per share for the year ended December 31, 2012.

(6)

For the three months ended March 31, 2021, the total return based on market value equaled the increase of the ending market value at March 31, 2021 of $18.71 per share from the ending market

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value at December 31, 2020 of $16.89 per share plus the declared and payable dividends of $0.40 per share for the three months ended March 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 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. For the year ended December 31, 2013, the total return based on market value equaled the increase of the ending market value at December 31, 2013 of $17.77 per share from the ending market value at December 31, 2012 of $17.50 per share plus the declared and payable dividends of $1.57 per share for the year ended December 31, 2013, divided by the market value at December 31, 2012. For the year ended December 31, 2012, the total return based on market value equaled the increase of the ending market value at December 31, 2012 of $17.50 per share from the ending market value at December 31, 2011 of $15.45 per share plus the declared and payable dividends of $1.60 per share for the year ended December 31, 2012, divided by the market value at December 31, 2011. For the year ended December 31, 2011, the total return based on market value for the year ended December 31, 2011 equaled the decrease of the ending market value at December 30, 2011 of $15.45 per share from the ending market value at December 31, 2010 of $16.48 per share plus the declared and payable dividends of $1.41 per share for the year ended December 31, 2011, divided by the market value at December 31, 2010. Total return based on market value is not annualized with respect to the financial highlights as of and for the fiscal years ended December 31, 2013, 2012 and 2011. 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.

(7)

For the three months ended March 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 $0.40 per share for the three months ended March 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

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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. For the year ended December 31, 2013, 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, 2013, divided by the beginning net asset value for the period. For the year ended December 31, 2012, 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, 2012 divided by the beginning net asset value for the period. For the year ended December 31, 2011, 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 $1.41 per share for the year ended December 31, 2011 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. Total return based on net asset value is not annualized with respect to the financial highlights as of and for the fiscal years ended December 31, 2013, 2012 and 2011. The Company’s performance changes over time and currently may be different than that shown. Past performance is no guarantee of future results.

(8)

The ratios reflect an annualized amount.

(9)

For the three months ended March 31, 2021 and the years ended December 31, 2020, 2019, 2018, 2017, 2016, 2015, 2014, 2013, 2012 and 2011, the ratio of noted operating expenses to average net assets consisted of the following:

	As of and for the three months ended March 31, 2021		As of and For the Years Ended December 31,
	As of and for the three months ended March 31, 2021		2020		2019		2018		2017		2016
Base management fees		3.16%		3.10%		2.78%		2.49%		2.57%		2.64%
Income based fees and capital gains incentive fees, net of the Fee Waiver		4.84%		1.80%		2.23%		2.24%		2.18%		2.29%
Income based fees and capital gains incentive fees excluding the Fee Waiver		4.84%		1.80%		2.64%		2.79%		2.32%		2.29%
Cost of borrowing		4.72%		4.54%		3.94%		3.33%		3.37%		3.58%
Other operating expenses		0.52%		0.83%		0.97%		0.57%		1.33%		1.08%

	As of and For the Years Ended December 31,
	2015		2014		2013		2012		2011
Base management fees		2.55%		2.51%		2.40%		2.38%		2.27%
Income based fees and capital gains incentive fees, net of the Fee Waiver		2.31%		2.90%		2.80%		3.50%		3.57%
Income based fees and capital gains incentive fees excluding the Fee Waiver		2.31%		2.90%		2.80%		3.50%		3.57%
Cost of borrowing		4.32%		4.24%		3.94%		3.94%		3.89%
Other operating expenses		0.33%		0.81%		0.89%		0.88%		1.21%

(10)

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

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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.

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

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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.

We cannot predict how tax reform legislation will affect us, our investments, or our stockholders, and any such legislation could adversely affect our business.

Legislative or other actions relating to taxes could have a negative effect on us. The rules dealing with U.S. federal income taxation are constantly under review by persons involved in the legislative process and by the Internal Revenue Service (“IRS”) and the U.S. Treasury Department. In December 2017, the U.S. House of Representatives and U.S. Senate passed tax reform legislation the Tax Cuts and Jobs Act, which the President signed into law. Such legislation has made many changes to the Code, including significant changes to the taxation of business entities, the deductibility of interest expense, and the tax treatment of capital investment. We cannot predict with certainty how any changes in the tax laws might affect us, our stockholders, or our portfolio investments. New legislation and any U.S. Treasury regulations, administrative interpretations or court decisions interpreting such legislation could significantly and negatively affect our ability to qualify for tax treatment as a RIC or the U.S. federal income tax consequences to us and our stockholders of such qualification, or could have other adverse consequences. Stockholders are urged to consult with their tax advisor regarding tax legislative, regulatory, or administrative developments and proposals and their potential effect on an investment in our securities.

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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 global health crises, such as the COVID-19 pandemic, on our or our portfolio companies’ business and the U.S. and global economy;

•

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

•

the impact of the elimination of the London Interbank Offered Rate (“LIBOR”) on our operating results;

•

the impact of fluctuations in interest rates on our business;

•

the impact of changes in laws or regulations (including the interpretation thereof), including the Tax Cuts and Jobs Act, the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), the stimulus package passed by Congress and signed into law in December 2020 and the American Rescue Plan Act of 2021 signed into law in March 2021, governing our operations or the operations of our portfolio companies or the operations of our competitors;

•

the expiration of the SEC’s temporary, conditional relief and subsequent no action position, in each case with respect to allowing co-investments with certain other funds managed by the investment adviser or its affiliates;

•

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 alternative 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 general economy and its impact on the industries in which we invest;

•

uncertainty surrounding global financial stability;

•

the social, geopolitical, financial, trade and legal implications of Brexit;

•

Middle East turmoil and the potential for volatility in energy prices and its 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;

•

our ability to raise capital in the private and public debt markets;

•

our ability to successfully complete and integrate any acquisitions;

•

the outcome and impact of any litigation;

•

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; and

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•

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

We use words such as “anticipates,” “believes,” “expects,” “intends,” “will,” “should,” “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.

You should not place undue reliance on these forward-looking statements, which are based on information available to us as of the date of this prospectus or the prospectus supplement, as applicable, including any documents incorporated by reference. Except as required by the federal securities laws, we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise.

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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 ($8.8 billion aggregate principal amount outstanding as of May 14, 2021) under (a) our $3.963 billion revolving credit facility (the “Revolving Credit Facility”) ($1.0 billion outstanding as of May 14, 2021), (b) the $1.525 billion revolving funding facility of our consolidated subsidiary Ares Capital CP Funding LLC (the “Revolving Funding Facility”) ($907 million outstanding as of May 14, 2021), (c) the $800 million revolving funding facility of our consolidated subsidiary, Ares Capital JB Funding LLC (the “SMBC Funding Facility”) ($363 million outstanding as of May 14, 2021), (d) the $300 million revolving credit facility of our wholly owned subsidiary, ARCC FB Funding LLC (the “BNP Funding Facility”) (no amounts outstanding as of May 14, 2021) (e) our $388 million in aggregate principal amount of unsecured convertible notes that mature on February 1, 2022 (the “2022 Convertible Notes”) ($388 million aggregate principal amount outstanding as of May 14, 2021), (f) our $403 million in aggregate amount of unsecured convertible notes that mature on March 1, 2024 (the “2024 Convertible Notes” and together with the 2022 Convertible Notes, the “Convertible Unsecured Notes”)) ($403 million aggregate principal amount outstanding as of May 14, 2021), (g) our $600 million in aggregate principal amount of unsecured notes that mature on January 19, 2022 (the “2022 Notes”) ($600 million aggregate principal amount outstanding as of May 14, 2021), (h) our $750 million in aggregate principal amount of unsecured notes that mature on February 10, 2023 (the “2023 Notes”) ($750 million aggregate principal amount outstanding as of March 31, 2021), (i) our $900 million aggregate principal amount of unsecured notes that mature on June 10, 2024 (the “2024 Notes”) ($900 million aggregate principal amount outstanding as of May 14, 2021), (j) our $600 million aggregate principal amount of unsecured notes that mature on March 1, 2025 (the “March 2025 Notes”) ($600 million aggregate principal amount outstanding as of May 14, 2021), (k) our $1.250 billion aggregate principal amount of unsecured notes that mature on July 15, 2025 (the “July 2025 Notes”) ($750 million aggregate principal amount outstanding as of May 14, 2021) (l) our $1.15 billion aggregate principal amount of unsecured notes that mature on January 15, 2026 (the “January 2026 Notes”) ($1.15 billion aggregate principal amount outstanding as of May 14, 2021) and (m) our $1 billion aggregate principal amount of unsecured notes that mature on July 15, 2026 (the “July 2026 Notes” and together with the 2022 Notes, the 2023 Notes, the 2024 Notes, the March 2025 Notes, July 2025 Notes and January 2026 Notes, the “Unsecured Notes”) ($1 billion aggregate principal amount outstanding as of May 14, 2021). See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2021.

The interest charged on the indebtedness incurred under the Revolving Credit Facility is based on LIBOR (one-, two-, three- or six-month) plus 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 total commitments of the Revolving Credit Facility and other debt, if any, secured by the same collateral as the Revolving Credit Facility. As of May 14, 2021, the one-, two-, three- and six-month LIBOR was 0.10%, 0.12%, 0.16% and 0.19%, respectively. The stated maturity date for $3.763 billion of commitments under the Revolving Credit Facility is March 31, 2026 and the stated maturity date for $200 million of commitments under the Revolving Credit Facility is March 31, 2025. The interest rate charged on the indebtedness incurred under the Revolving Funding Facility is based on LIBOR plus 2.00% per annum or a “base rate” (as defined in the agreements governing the Revolving Funding Facility) plus 1.00% per annum. The stated maturity date of the Revolving Funding Facility is January 31, 2025 (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 1.75% or 2.00% over LIBOR or 0.75% or 1.00% 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 May 28, 2026 (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 spread generally between 2.65% to 3.15% over LIBOR or a “base rate” (as defined in the agreements governing the BNP Funding Facility), with a weighted average margin floor for all classes of advances of 2.75% during

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the reinvestment period and 3.25% following the reinvestment period. The stated maturity date of the BNP Funding Facility is June 11, 2025 (subject to a one-year extension option exercisable upon mutual consent).

The interest charged on the Convertible Unsecured Notes and the Unsecured Notes is as follows: (a) 3.75% in the case of the 2022 Convertible Notes, (b) 4.625% in the case of the 2024 Convertible Notes, (c) 3.625% in the case of the 2022 Notes, (d) 3.500% in the case of the 2023 Notes, (e) 4.200% in the case of the 2024 Notes, (f) 4.250% in the case of the March 2025 Notes, (g) 3.250% in the case of the July 2025 Notes, (h) 3.875% in the case of the January 2026 Notes and (i) 2.150% in the case of the July 2026 Notes. The 2022 Convertible Notes and the 2024 Convertible Notes mature on February 1, 2022 and March 1, 2024, respectively. The 2022 Notes, the 2023 Notes, the 2024 Notes, the March 2025 Notes, the July 2025 Notes, the January 2026 Notes and the July 2026 Notes mature on January 19, 2022, February 10, 2023, June 10, 2024, March 1, 2025, July 15, 2025, January 15, 2026 and July 15, 2026, respectively. 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.

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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 in the future, 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, 2021 and each fiscal quarter for the fiscal years ended December 31, 2020 and 2019, 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 May 28, 2021, the last reported closing sales price of our common stock on The NASDAQ Global Select Market was $19.47 per share, which represented a premium of approximately 11.58% to the net asset value per share reported by us as of March 31, 2021.

	Net Asset Value(1)			Price Range						High Sales Price Premium (Discount) to Net Asset Value(2)		Low Sales Price Premium (Discount) to Net Asset Value(2)		Cash Dividend Per Share(3)
	Net Asset Value(1)			High			Low			High Sales Price Premium (Discount) to Net Asset Value(2)		Low Sales Price Premium (Discount) to Net Asset Value(2)		Cash Dividend Per Share(3)
Year ended December 31, 2019
First Quarter		$	17.21		$	17.48		$	15.28		1.57%		(11.21)%		$	0.48(4)
Second Quarter		$	17.27		$	18.12		$	17.22		4.92%		(0.29)%		$	0.40
Third Quarter		$	17.26		$	19.19		$	17.99		11.18%		4.23%		$	0.40
Fourth Quarter		$	17.32		$	19.02		$	18.10		9.82%		4.50%		$	0.40
Year ended December 31, 2020
First Quarter		$	15.58		$	19.23		$	8.08		23.43%		(48.14)%		$	0.40
Second Quarter		$	15.83		$	16.20		$	9.13		2.34%		(42.32)%		$	0.40
Third Quarter		$	16.48		$	15.02		$	13.27		(8.86)%		(19.48)%		$	0.40
Fourth Quarter		$	16.97		$	17.28		$	13.82		1.83%		(18.56)%		$	0.40
Year ended December 31, 2021
First Quarter		$	17.45		$	19.23		$	16.51		10.20%		(5.39)%		$	0.40
Second Quarter (through May 28, 2021)			*		$	19.67		$	18.29		*		*			*

(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 $0.40 per share and additional dividends of $0.02 per share, all of which were declared in the first quarter of 2019, paid on March 29, 2019, June 28, 2019, September 30, 2019 and December 27, 2019 to stockholders of record as of March 15, 2019, June 14, 2019, September 16, 2019 and December 16, 2019, respectively, subject to the satisfaction of certain Maryland Law requirements.

Net asset value has not yet been calculated for this period. Net asset value for the second quarter of 2021 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, 2021.

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

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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.

The following table summarizes our dividends or distributions declared and payable for the fiscal years ended December 31, 2019 and 2020 and the first quarter of the year ending December 31, 2021:

Date Declared	Record Date	Payment Date	Amount
February 12, 2019	March 15, 2019	March 29, 2019		$	0.40
February 12, 2019	March 15, 2019	March 29, 2019		$	0.02(1)
February 12, 2019	June 14, 2019	June 28, 2019		$	0.02(1)
February 12, 2019	September 16, 2019	September 30, 2019		$	0.02(1)
February 12, 2019	December 16, 2019	December 27, 2019		$	0.02(1)
April 30, 2019	June 14, 2019	June 28, 2019		$	0.40
July 30, 2019	September 16, 2019	September 30, 2019		$	0.40
October 30, 2019	December 16, 2019	December 30, 2019		$	0.40
Total dividends declared and payable for 2019				$	1.68
February 12, 2020	March 16, 2020	March 31, 2020		$	0.40
May 5, 2020	June 15, 2020	June 30, 2020		$	0.40
August 4, 2020	September 15, 2020	September 30, 2020		$	0.40
October 27, 2020	December 15, 2020	December 30, 2020		$	0.40
Total dividends declared and payable for 2020				$	1.60
February 10, 2021	March 15, 2021	March 31, 2021		$	0.40
April 28, 2021	June 15, 2021	June 30, 2021		$	0.40
Total dividends declared and payable for 2021				$	0.80

(1)

Represents an additional dividend.

Of the $1.60 per share in dividends declared and payable for the year ended December 31, 2020, $1.60 per share was comprised of ordinary income and no amounts were comprised of long term capital gains. Of the $1.68 per share in dividends declared and payable for the year ended December 31, 2019, $1.68 per share was comprised of ordinary income and no amounts were comprised of long-term capital gains.

To maintain our RIC status under 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, (ii) 98.2% of our capital gain net income, as defined by the Code, recognized for the one year period ending October 31st in that calendar year, and (iii) any income recognized, but not distributed, in preceding years (to the extent that income tax was not imposed on such amounts). 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, 2021, we recorded a net excise tax expense of $4 million. For the years ended December 31, 2020 and 2019, we recorded a net excise tax expense of $17 million and $15 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.

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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.

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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 our independent registered public accounting firm on the senior securities table as of December 31, 2020 is included in our most recent Annual report on Form 10-K and is incorporated by reference herein.

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BUSINESS

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

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PORTFOLIO COMPANIES

The following table describes each of the businesses included in our portfolio and reflects data as of March 31, 2021. 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.

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PORTFOLIO COMPANIES

As of March 31, 2021
(dollar amounts in millions)
(Unaudited)

Issuer

Business Description

Investment

Interest [1]

Maturity
Date

% of
Class
Held at
3/31/2021

Fair
Value

A.U.L. Corp.
1250 Main Street
Suite 300
Napa, CA 94559

Provider of vehicle service contracts
and
limited warranties for passenger
vehicles

First lien senior secured revolving loan

6/5/2023

—[6]

Absolute Dental Group LLC and Absolute Dental Equity, LLC [4]
526 South Tonopah Drive
Suite 200
Las Vegas, NV 89106

Dental services provider

First lien senior secured loan

9/30/2022

—[7]

First lien senior secured loan

11.00% PIK (Libor + 10.00%/Q)

9/30/2022

9.5

First lien senior secured loan

11.00% PIK (Libor + 10.00%/Q)

9/30/2022

16.9

Class A preferred units

100.00%

6.7

Common units

72.00%

—

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]

Accommodations Plus Technologies LLC and Accommodations Plus Technologies Holdings LLC
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

10.25% (Libor + 9.25%/Q)

5/11/2023

3.9[8]

Class A common units

0.10%

4.3

ADCS Billings Intermediate Holdings, LLC
151 South Lane
Suite 300
Maitland, FL 32751

Dermatology practice

First lien senior secured revolving loan

6.75% (Libor + 5.75%/Q)

5/18/2022

4.8[9]

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

12/18/2022

—

First lien senior secured loan

12/18/2019

—

Promissory note

12/1/2023

1.86%

—

Warrant to purchase up to 0.95 units
of Series D common stock

95.00%

—[2]

ADG, LLC and RC IV GEDC
Investor LLC
29777 Telegraph Road
Suite 3000
Southfeild, MI 48304

Dental services provider

First lien senior secured revolving loan

7.50% (Base Rate + 1.50%
Cash, 2.75% PIK/M)

9/28/2022

6.2[10]

Second lien senior secured loan

3/28/2024

86.0

Membership units

0.92%

—

AEP Holdings, Inc. and Arrowhead Holdco Company
3787 95th Avenue
Blaine, MN 55104

Distributor of non-discretionary, mission-critical aftermarket replacement parts

First lien senior secured loan

6.75% (Euribor + 5.75%/Q)

11/17/2025

16.3

First lien senior secured loan

6.75% (Euribor + 5.75%/Q)

11/17/2025

16.6

Common stock

1.17%

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

8.00% (Libor + 6.50%/M)

2/9/2026

35.7

AffiniPay Midco, LLC and AffiniPay Intermediate Holdings, LLC
6200 Bridge Point Parkway
Austin, TX 78730

Payment processing solution provider

First lien senior secured revolving loan

3/2/2026

—[11]

First lien senior secured loan

6.25% (Libor + 5.00%/Q)

3/2/2026

64.5

First lien senior secured loan

6.25% (Libor + 5.00%/Q)

3/2/2026

6.5

Senior subordinated loan

12.75% PIK

2/28/2028

24.9

Aimbridge Acquisition Co., Inc.
5851 Legacy Circle
Suite 400
Plano, TX 75024

Hotel operator

Second lien senior secured loan

7.62% (Libor + 7.50%/M)

2/1/2027

20.0

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Issuer

Business Description

Investment

Interest [1]

Maturity
Date

% of
Class
Held at
3/31/2021

Fair
Value

Alcami Corporation and ACM
Holdings I, LLC
2320 Scientific Park Drive
Wilmington, NC 28405

Outsourced drug development services provider

First lien senior secured revolving loan

7/12/2023

—[12]

First lien senior secured loan

4.36% (Libor + 4.25%/M)

7/14/2025

28.3

Second lien senior secured loan

8.11% (Libor + 8.00%/M)

7/13/2026

70.5

Common units

9.20%

13.9

Alera Group Intermediate Holdings, Inc.
3 Parkway North
Deerfield, IL 60015

Insurance service provider

Second lien senior secured loan

8.61% (Libor + 8.50%/M)

3/5/2026

26.2

Second lien senior secured loan

8.61% (Libor + 8.50%/M)

3/5/2026

24.4

Alteon Health, LLC
350 Motor Parkway
Suite 309
Hauppauge, NY 11788

Provider of physician management
services

First lien senior secured loan

7.50% (Libor + 6.50%/Q)

9/1/2023

2.4

AMCP Clean Intermediate, LLC
150 East 42nd Street
New York, NY 10017

Provider of janitorial and facilities
management services

First lien senior secured revolving loan

10/1/2024

—[13]

First lien senior secured loan

7.25% (Libor + 6.25%/Q)

10/1/2024

1.4

First lien senior secured loan

7.25% (Libor + 6.25%/Q)

10/1/2024

0.7

First lien senior secured loan

7.25% (Libor + 6.25%/Q)

10/1/2024

8.7

American Residential Services L.L.C. and Aragorn Parent Holdings LP
965 Ridge Lake Boulevard
Suite 201
Memphis, TN 38120

Heating, ventilation and air conditioning services provider

First lien senior secured revolving loan

3.61% (Libor + 3.50%/Q)

10/15/2025

0.6[14]

Second lien senior secured loan

9.50% (Libor + 8.50%/M)

10/16/2028

55.8

Series A preferred units

10.00% PIK

0.82%

2.6

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 up to 7,422,078 Class A units

3.36%

12.8[2]

Amynta Agency Borrower Inc.
and Amynta Warranty
Borrower Inc.
60 Broad Street
New York, NY 10004

Insurance service provider

First lien senior secured loan

4.61% (Libor + 4.50%/M)

2/28/2025

13.1

Anaqua Parent Holdings, Inc. & Astorg VII Co-Invest Anaqua
2 31 St. James Ave
Suite 1100
Boston, MA 02116

Provider of intellectual property management lifecycle software

First lien senior secured revolving loan

10/8/2025

—[15]

First lien senior secured loan

5.50% (Euribor + 5.50%/Q)

4/10/2026

4.9

Limited partnership units

0.75%

8.7[5]

APG Intermediate Holdings Corporation and APG Holdings, LLC [3]
4348 Woodland Blvd
Suite 135, 200 and 230
Castle Rock, CO 80104

Aircraft performance software provider

First lien senior secured revolving loan

1/3/2025

—[16]

First lien senior secured loan

1/3/2025

—[17]

First lien senior secured loan

6.75% (Libor + 5.25%/Q)

1/3/2025

12.8

First lien senior secured loan

6.75% (Libor + 5.25%/Q)

1/3/2025

0.8

Class A membership units

8.31%

13.5

Apptio, Inc.
11100 NE 8th Street
Suite 600
Bellevue, WA 98004

Provider of cloud-based technology
business management solutions

First lien senior secured revolving loan

8.25% (Libor + 7.25%/Q)

1/10/2025

1.7[18]

First lien senior secured loan

8.25% (Libor + 7.25%/Q)

1/10/2025

62.2

AQ Sunshine, Inc.
1277 Treat Boulevard
Suite 400
Walnut Creek, CA 94597

Specialized insurance broker

First lien senior secured revolving loan

4/15/2024

—[19]

First lien senior secured loan

4/15/2025

—[20]

First lien senior secured loan

7.25% (Libor + 6.25%/Q)

4/15/2025

8.6

First lien senior secured loan

6.25% (Libor + 5.25%/Q)

4/15/2025

9.4

First lien senior secured loan

7.25% (Libor + 6.25%/Q)

4/15/2025

4.2

First lien senior secured loan

7.25% (Libor + 6.25%/Q)

4/15/2025

2.5

TABLE OF CONTENTS

Issuer

Business Description

Investment

Interest [1]

Maturity
Date

% of
Class
Held at
3/31/2021

Fair
Value

Ardonagh Midco 2 plc and Ardonagh Midco 3 plc
44 Esplanade St
Helier, Jersey JE4 9WU
Jersey

Insurance broker and underwriting
servicer

First lien senior secured loan

7/14/2026

—[21]

First lien senior secured loan

8.46% (GBP Libor + 5.50%
Cash, 2.21% PIK/S)

7/14/2026

70.0[5]

First lien senior secured loan

8.46% (GBP Libor + 7.71%/Q)

7/14/2026

9.8[5]

First lien senior secured loan

8.71% (Euribor + 5.50%
Cash, 2.21% PIK/S)

7/14/2026

7.6[5]

Senior subordinated loan

11.50% PIK

1/15/2027

1.2[5]

Ares IIIR/IVR CLO Ltd.
P.O. Box 1093 South Church Street
GT Queensgate House
George Town, Grand Cayman
Cayman Islands

Investment vehicle

Subordinated notes

4/16/2021

—[5]

Athenahealth, Inc., VVC Holding Corp., Virence Intermediate Holding Corp., and Virence Holdings LLC
311 Arsenal Street
Watertown, MA 02472

Revenue cycle management provider
to the physician practices and acute
care hospitals

First lien senior secured revolving loan

2/12/2024

—[22]

Class A
interests

0.00%

17.0

ATI Restoration, LLC
210 Baywood Avenue
Orange, CA 92865

Provider of disaster recovery services

First lien senior secured revolving loan

7/31/2026

—[23]

First lien senior secured loan

7/31/2026

—[24]

First lien senior secured loan

6.50% (Libor + 5.50%/Q)

7/31/2026

3.2

First lien senior secured loan

6.50% (Libor + 5.50%/Q)

7/31/2026

33.6

Atlas Intermediate III, L.L.C.
4 Tri Harbor Ct
Port Washington, NY 11050

Specialty chemicals distributor

First lien senior secured revolving loan

4/29/2025

—[25]

First lien senior secured loan

4/29/2025

—[26]

First lien senior secured loan

6.75% (Libor + 5.75%/Q)

4/29/2025

3.4

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

6.00% (Libor + 5.00%/Q)

11/6/2025

11.9

First lien senior secured loan

6.00% (Libor + 5.00%/Q)

11/6/2025

5.2

Preferred units

9.00% PIK

3.15%

4.2

Class A common units

3.15%

0.3

Avetta, LLC
17671 Cowan
Suite 150
Irvine, CA 92614

Supply chain risk management SaaS
platform for global enterprise clients

First lien senior secured revolving loan

4/10/2024

—[27]

Badger Sportswear Acquisition,
Inc.
111 Badger Lane
Statesville, NC 28625

Provider of team uniforms and athletic wear

Second lien senior secured loan

11.00% (Libor + 9.75%/Q)

3/11/2024

52.8

Banyan Software Holdings, LLC
303 Perimeter Center North
Suite 450
Atlanta, GA 30346

Vertical software businesses holding
company

First lien senior secured revolving loan

10/30/2025

—[28]

First lien senior secured loan

10/30/2026

—[29]

First lien senior secured loan

8.50% (Libor + 7.50%/Q)

10/30/2026

18.3

Beacon RNG LLC
7913 Westpark Drive
Suite 101
Mclean, VA 22102

Owner of natural gas facilities

Class B units

57.57%

40.2

Bearcat Buyer, Inc. and Bearcat
Parent, Inc.
6940 Columbia Gateway Drive
Suite 110
Columbia, MD 21046

Provider of central institutional review boards over clinical trials

First lien senior secured revolving loan

7/9/2024

—[30]

Second lien senior secured loan

7/9/2027

—[31]

Second lien senior secured loan

7/9/2027

—[32]

Second lien senior secured loan

9.25% (Libor + 8.25%/Q)

7/9/2027

64.2

Second lien senior secured loan

9.25% (Libor + 8.25%/Q)

7/9/2027

5.3

Second lien senior secured loan

9.25% (Libor + 8.25%/Q)

7/9/2027

12.7

Class B common units

0.56%

9.2

Belfor Holdings, Inc.
185 Oakland Avenue
Suite 150
Birmingham, MI 48009

Disaster recovery services provider

First lien senior secured revolving loan

4/4/2024

—[33]

TABLE OF CONTENTS

Issuer

Business Description

Investment

Interest [1]

Maturity
Date

% of
Class
Held at
3/31/2021

Fair
Value

Benecon Midco II LLC and Locutus Holdco LLC
201 East Oregon Road
Suite 100
Lititz, PA 17543

Employee benefits provider for small and mid-size employers

First lien senior secured revolving loan

12/4/2026

—[34]

Common units

5.19%

11.0

Birch Permian, LLC
909 Fannin St
Suite 1350
Houston, TX 77010

Operator of private exploration oil
and production company

Second lien senior secured loan

9.50% (Libor + 8.00%/Q)

4/12/2023

84.8

Blue Angel Buyer 1, LLC and Blue Angel Holdco, LLC [3]
One City Palace
St. Louis, MO 63141

Distributor of OEM appliance aftermarket parts

First lien senior secured revolving loan

Boards:

Quotes:

ARCC

Ares Capital Corporation