{"url_path":"/sec/arcc/proxy/2026-05-15/000110465926062747","section_key":"body","section_title":"DEFA14A body","topic":"sec","document":{"doc_type":"DEFA14A","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1287750/0001104659-26-062747-index.html","accession_number":"0001104659-26-062747","cik":"0001287750","ticker":"ARCC","issuer_name":"ARES CAPITAL CORP","edgar_url":"https://www.sec.gov/Archives/edgar/data/1287750/0001104659-26-062747-index.html","primary_entity_key":"0001287750","primary_entity_name":"ARES CAPITAL CORP"},"word_count":1629,"has_tables":true,"body_markdown":"DEFA14A\n1\ntm267561d5_defa14a.htm\nDEFA14A\n\n**UNITED STATES**\n\n**SECURITIES AND EXCHANGE COMMISSION**\n\n**Washington, D.C. 20549**\n\n**SCHEDULE 14A**\n\nProxy Statement Pursuant to Section 14(a) of\n\nthe Securities Exchange Act of 1934 (Amendment\nNo.   )\n\nFiled by\nthe Registrant x\n\nFiled by\na Party other than the Registrant ¨\n\nCheck the appropriate box:\n\n¨\nPreliminary Proxy Statement\n\n¨\n**Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))**\n\n¨\nDefinitive Proxy Statement\n\nx\nDefinitive Additional Materials\n\n¨\nSoliciting Material under §240.14a-12\n\n**ARES CAPITAL\nCORPORATION**\n\n(Name of Registrant as Specified In Its Charter)\n\n(Name of Person(s) Filing\nProxy Statement, if other than the Registrant)\n\nPayment of Filing Fee (Check the appropriate box):\n\nx\nNo fee required.\n\n¨\nFee paid previously with preliminary materials.\n\n¨\nFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.\n\nDear Fellow Stockholder:\nWe are pleased to invite you to participate in the Special Meeting of Stockholders, to be held virtually on August 13, 2026.\nEnclosed are the proxy materials which describe the proposal to be considered at the meeting. We kindly request that\nyou review these materials and authorize your proxy in advance of the meeting date to ensure that a quorum is achieved.\nAt the meeting, you will be asked to consider and vote on a proposal to authorize Ares Capital Corporation (\"the Company\"),\nwith the approval of the Company's Board of Directors, to sell or otherwise issue shares of its common stock at a price be-low its then current net asset value (\"NAV\") per share. This is solely an authorization and does not constitute a decision\nor intent to execute a transaction. Any transaction would require approval of the Company’s Board of Directors and would\nbe subject to certain limitations set forth in the Proxy Statement. If the authorization is approved, it would be effective for\ncommon stock issued during a twelve-month period expiring on the anniversary of the date of this Special Meeting of\nStockholders.\nImportantly, there are no immediate plans to issue any shares of common stock below NAV. Rather, during periods\nof significant market disruption, incremental capital may be required quickly to take advantage of favorable invest-ment opportunities. Ares Capital Corporation is seeking stockholder approval now to provide flexibility in the event the\nCompany believes it is needed in future.\nThe Company has received annual stockholder approval to issue shares of its common stock below NAV on terms\nsimilar to what is being requested herein for each of the last 17 years, and has only used this approval one time to com-plete the acquisition of Allied Capital during a period of market disruption and volatility in 2009-2010. As described in\nfurther detail in the enclosed proxy materials, this acquisition was transformational and accretive to the Company and\nits stockholders.\nYour vote and participation are very important to us, no matter how many or few shares in Ares Capital Corporation\nyou own. We encourage you to review the enclosed proxy materials carefully and authorize your proxy using any one of\nthe methods described below. Your prompt response will help us meet stockholder approval requirements before the\nmeeting, thereby reducing the risk of postponement and additional solicitation costs. If you have any questions about\nauthorizing your proxy, please call our proxy solicitor, at 877-283-0319.\nSAMPLE-LTR\nYOUR VOTE IS VERY IMPORTANT\nOur Board of Directors recommends that you respond to this solicitation by\nauthorizing your proxy FOR the proposal described in the accompanying proxy statement.\nYour vote is needed!\nONLINE MAIL\nTHREE WAYS TO AUTHORIZE YOUR PROXY\nPHONE\nAres Strategic Income Fund\nYour vote is needed!\nONLINE MAIL\nTHREE WAYS TO AUTHORIZE YOUR PROXY\nPHONE\nAres Strategic Income Fund\nDear Fellow Shareholder:\nThe voting deadline for our upcoming Ares Strategic Income Fund Annual Meeting of Shareholders\nis quickly approaching. Our records indicate that we have not yet received voting instructions for\nyour account.\nWe appreciate your investment and encourage you to cast a vote for this year’s meeting.\nYour participation will make a meaningful difference in our ability to conduct necessary business.\nRegardless of the number of shares you own, your vote is very important and will help us avoid\nadditional solicitation costs. Please authorize your proxy to vote your shares promptly using any\none of the methods described below. If you have any questions, feel free to contact your financial\nadvisor or visit our website at: https://www.areswms.com/investors/proxy/ares-strategic-income-fund-proxy.\nYour vote is needed!\nONLINE\nVOTE PROCESSING\nMark, sign and\ndate your ballot\nand return it in\nthe postage-paid\nenvelope provided.\nMAIL\nTHREE WAYS TO AUTHORIZE YOUR PROXY\nPHONE\nWITH A PROXY CARD\nCall 1-800-690-6903 with\na touch-tone phone to\nvote using an automated\nsystem.\nAres Strategic Income Fund\nSAMPLE-LTR\nWWW.PROXYVOTE.COM\nPlease have your enclosed\nproxy card in hand when\naccessing the website.\nThere are easy-to-follow\ndirections to help you\ncomplete the electronic\nvoting instruction form.\nWITHOUT A PROXY CARD\nCall 877-283-0319\nMonday to Friday, 9:00 a.m.\nto 9:00 p.m. ET to speak with\na proxy specialist.\nWITH A PROXY CARD\nCall 1-800-690-6903 with a\ntouch-tone phone to vote\nusing an automated system.\n\nS08841-EPB\nSPECIAL STOCKHOLDER MEETING\nMATERIALS REQUIRING YOUR\nPROMPT ATTENTION ENCLOSED\nGO VOTE\n\nSAMPLE-EPB\nAres Strategic Income Fund\nTHREE WAYS TO AUTHORIZE YOUR PROXY\n0000 0000 0000 0000\n0000 0000 0000 0000\n0000 0000 0000 0000\n0000 0000 0000 0000\nNOTE: This is not an actual Control Number.\nPlease refer to the voting instruction form\nfor your unique Control Number.\nNOTE: This is not an actual Control Number.\nPlease refer to the proxy card for\nyour unique Control Number.\nWITH A PROXY CARD\nCall 1-800-690-6903 with\na touch-tone phone to\nvote using an automated\nsystem.\nPHONE\nWWW.PROXYVOTE.COM\nPlease have your proxy\ncard in hand when\naccessing the website.\nThere are easy-to-follow\ndirections to help you\ncomplete the electronic\nvoting instruction form.\nONLINE\nVOTE PROCESSING\nMark, sign and\ndate your ballot\nand return it in\nthe postage-paid\nenvelope provided.\nMAIL\nY\nAuthorize Your Proxy Today!\nour Vote Is Important –\nThe Annual Meeting of Shareholders will be held on\nJune 25, 2025. Whether or not you plan to attend,\nyour vote is very important. You can authorize\na proxy to vote your proxy by internet, telephone,\nor mail.\nSimply follow the instructions on the enclosed\nform. For your convenience, we’ve highlighted\nwhere you can find your unique Control Number.\nYour Vote Is Important –\nAuthorize Your Proxy Today!\nThe Special Meeting of Stockholders will be held on\nAugust 13, 2026. Whether or not you plan to attend,\nyour vote is very important. You can authorize\na proxy to vote your shares by internet, telephone,\nor mail.\nSimply follow the instructions on the enclosed form.\nFor your convenience, we’ve highlighted where you\ncan find your unique Control Number.\nIf you have any questions, please call 877-283-0319.\nWITHOUT A PROXY CARD\nCall 877-283-0319\nMonday to Friday, 9:00 a.m.\nto 9:00 p.m. ET to speak\nwith a proxy specialist.\nWITH A PROXY CARD\nCall 1-800-690-6903 with\na touch-tone phone to\nvote using an automated\nsystem.\nARES CAPITAL CORPORATION\n\nURGENT ACTION\nREQUIRED\nWe’ve made it easy, so take two\nminutes right now on any\ndevice you prefer.\nGo to:\nProxyvote.com\nMaterials requiring your\nimmediate action enclosed.\nSPECIAL\nSTOCKHOLDER\nMEETING\nPHONE TABLET PC\nARES CAPITAL CORPORATION\nS08841-EPN\n\nFrequently Asked Questions\nWhy am I receiving this Notice of Internet Availability?\nThe Securities and Exchange Commission (“SEC”) permits companies to send the enclosed “Notice” instead of a full printed set of proxy\nmaterials. The Notice provides instructions on how to view your company’s proxy materials, vote online and request a full set of printed\nmaterials by mail.\nThere are several advantages to your company sending a Notice instead of a full set of materials, including lowering your company’s\ncosts and reducing the environmental impact from printing and mailing full sets of proxy materials.\nHow do I view the proxy materials online?\nGo to www.proxyvote.com and enter your control number to get started. Your control number can be found on the enclosed Notice.\nWhat if I prefer to receive a paper copy of the proxy materials?\nYou can easily request a paper copy which will be mailed to you at no cost. Instructions on how to do so can be found in the\nGet informed before you vote section of the Notice.\nCan I receive proxy materials for future meetings by e-mail rather than receive a Notice?\nYes you can. Go to www.proxyvote.com and make your choice in the Delivery Settings section.\nFor more information about the SEC’s Notice and Access Proxy Rules please visit: www.sec.gov/spotlight/proxymatters/e-proxy.shtml.\nDOCUMENT ID 2/23\n\n| © 2023 1\nInfo is Coming Ad\nImportant proxy material for Ares Capital Corporation’s Special Meeting of\nStockholders is on its way to you. Please take action early!\nJoin your fellow stockholders and participate ear…\nYou should have received proxy materials for Ares Capital Corporation’s Special\nMeeting of Stockholders via email or mail. Please take action early.\nJoin your fellow stockholders and participate ear…\n\n| © 2023 2\nProxy Materials Have Arrived\nAres Capital Corporation Stockholder – please take action in Ares Capital\nCorporation’s Special Meeting today.\nJoin your fellow stockholders and participate ear…\n\n| © 2023 3\nYour Vote is Needed\nAres Capital Corporation needs your participation. Please take action in Ares\nCapital Corporation’s Special Meeting of Stockholders today.\nJoin your fellow stockholders and participate ear…\nYour participation impacts the future of your investment in Ares Capital\nCorporation. Please take action today!\nJoin your fellow stockholders and participate ear…\n\n| © 2023 4\nClick to Call\n+ 1 (877) 283-0319 + 1 (877) 283-0319\n\n| © 2023 5\nThank You\nThe campaign is complete. Thank you for your participation – it was important\nto our success!\nThe campaign is now complete.\n\n| © 2023 6\nDisplay Ads\nAres Capital Corporation\nAres Capital Corporation\nAres Capital Corporation"}