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ARES CAPITAL CORP

For the period ended Mar 31, 2026. Filed Apr 28, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed Apr 28, 2026

ARCC$19.13-1.1%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-09-30; filed 2025-10-28.

0001287750-25-000046

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-03-31; filed 2026-04-28.

0001628280-26-027688

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 248 previous paragraphs and 236 current paragraphs.

134 unchanged; 82 reworded; 18 added; 30 removed; 2 previous and 2 current paragraphs rearranged.

Tables are not compared: 48 previous and 40 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (18)

Current report

•the impact of the development and use of artificial intelligence and potential impact to certain of our portfolio companies;

Current report

During the first quarter of 2026, U.S. leveraged corporate credit markets demonstrated resilience relative to broad equity indices, supported by moderating expectations for U.S. gross domestic product growth, stable long-run inflation and low unemployment. These tailwinds were partially offset by increased uncertainty related to geopolitical developments, with markets now expecting the Federal Reserve to maintain policy rates at current levels this year amid rising near-term inflation expectations. Looking ahead, while risks have risen, underlying fundamentals remain supportive of continued stability and healthy overall economic activity.

Current report

Additional supplemental financial information for the SDLP is set forth in Exhibit 99.2 to this Form 10-Q.

Current report

(1)Dividend income received from IHAM for the three months ended March 31, 2026 includes a non-recurring special dividend of $3 million.

Current report

During the three months ended March 31, 2026, we also recognized net realized losses on foreign currency and other transactions of $8 million.

Current report

During the three months ended March 31, 2025, we also recognized net realized gains on foreign currency and other transactions of $31 million.

Current report

During the three months ended March 31, 2025, we also recognized net unrealized losses on foreign currency and other transactions of $44 million.

Current report

(1)Effective March 31, 2026, approximately $181 million of previously available commitments expired.

Current report

Certain of our wholly owned, consolidated subsidiaries (Ares Direct Lending CLO I LLC (“ADL CLO 1”), Ares Direct Lending CLO 4 LLC (“ADL CLO 4”) and Ares Direct Lending CLO 7 LLC (“ADL CLO 7” and, together with ADL CLO 1 and ADL CLO 4, the “CLO Subsidiaries”)) have completed on-balance sheet financings through term debt securitizations (also known as collateralized loan obligations), which are consolidated by us for financial reporting purposes and count as debt for the purposes of determining our asset coverage. These include (i) a $702 million term debt securitization completed in May 2024 (the “ADL CLO 1 Debt Securitization”), (ii) a $804 million term debt securitization completed in November 2024 (the “ADL CLO 4 Debt Securitization”) and (iii) a $1,003 million term debt securitization completed in December 2025 (the “ADL CLO 7 Debt Securitization”). We refer to the ADL CLO 1 Debt Securitization, ADL CLO 4 Debt Securitization and ADL CLO 7 Debt Securitization collectively as the “Debt Securitizations.” Our investment adviser serves as asset manager to the CLO Subsidiaries under asset management agreements with each CLO Subsidiary and has agreed to waive any management fees from the CLO Subsidiaries for such services.

Current report

The following table presents information on the ADL CLO 1 Debt Securitization as of March 31, 2026 (dollar amounts in millions):

Current report

The indenture governing the April 2036 CLO Secured Notes contains customary covenants and events of default as well as certain conditions pursuant to which additional loans can be acquired by ADL CLO 1. Through April 25, 2028, all principal collections received on the underlying collateral may be used by ADL CLO 1 to purchase new collateral, including additional collateral from us.

Current report

The following table presents information on the ADL CLO 4 Debt Securitization as of March 31, 2026 (dollar amounts in millions):

Current report

The documents governing the October 2036 CLO Secured Loans contain customary covenants and events of default as well as certain conditions pursuant to which additional loans can be acquired by ADL CLO 4. Through October 24, 2028, all principal collections received on the underlying collateral may be used by ADL CLO 4 to purchase new collateral, including additional collateral from us.

Current report

The following table presents information on the ADL CLO 7 Debt Securitization as of March 31, 2026 (dollar amounts in millions):

Current report

(1)The January 2038 Class A-1 CLO Notes, the January 2038 Class A-2 CLO Notes and the January 2038 Class B CLO Notes are referred to collectively as the January 2038 CLO Secured Notes and are the secured obligations of ADL CLO 7 and are backed by a diversified portfolio of first lien senior secured loans contributed by us to ADL CLO 7. The interest rate charged on the January 2038 CLO Secured Notes is based on SOFR plus a blended weighted average spread of 1.47%.

Current report

The indenture governing the January 2038 CLO Secured Notes contains customary covenants and events of default as well as certain conditions pursuant to which additional loans can be acquired by ADL CLO 7. Through January 20, 2038, all principal collections received on the underlying collateral may be used by ADL CLO 7 to purchase new collateral, including additional collateral from us.

Current report

See Notes 2 and 8 to our consolidated financial statements for the three months ended March 31, 2026 for more information on our valuation process.
Removed paragraphs (30)

Previous report

During the third quarter of 2025, leveraged corporate credit markets generated positive total returns amidst growing U.S. gross domestic product and consumer spending, stable inflation and historically low unemployment rates offset by slower job growth. Although future economic growth is expected to slow relative to 2024 levels, the U.S debt and equity markets have shown strength as the Federal Reserve’s anticipated accommodative monetary policies are expected to support overall economic activity.

Previous report

(1)Represents the weighted average annual stated interest rate as of September 30, 2025. All interest rates are payable in cash, except for portions of the stated interest rate which are PIK for the investment in Pave America Holding, LLC.

Previous report

(2)Represents the fair value in accordance with Accounting Standards Codification 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”). The determination of such fair value is not included in our valuation process described elsewhere herein.

Previous report

(3)We also hold a portion of this company’s first lien senior secured loan.

Previous report

(5)Loan was on non-accrual status as of September 30, 2025.

Previous report

(1)Represents the weighted average annual stated interest rate as of December 31, 2024. All interest rates are payable in cash, except for portions of the stated interest rates which are PIK for the investment in Arrowhead Holdco Company.

Previous report

(2)Represents the fair value in accordance with ASC 820-10. The determination of such fair value is not included in our valuation process described elsewhere herein.

Previous report

(3)We also hold a portion of this company’s first lien senior secured loan.

Previous report

For the three and nine months ended September 30, 2025 and 2024

Previous report

During the three months ended September 30, 2025, we also recognized net realized losses on foreign currency and other transactions of $13 million.

Previous report

During the three months ended September 30, 2024, we also recognized net realized losses on foreign currency and other transactions of $5 million.

Previous report

During the nine months ended September 30, 2025, we also recognized net realized losses on foreign currency and other transactions of $21 million.

Previous report

The net realized losses on investments during the nine months ended September 30, 2024 consisted of the following:

Previous report

During the nine months ended September 30, 2024, we also recognized net realized losses on foreign currency and other transactions of $5 million.

Previous report

During the nine months ended September 30, 2024, we repaid in full the $403 million in aggregate principal amount of unsecured convertible notes, which bore interest at a rate of 4.625% per year, upon their maturity with a combination of cash and shares of our common stock, resulting in a realized loss on extinguishment of debt of approximately $14 million.

Previous report

During the three months ended September 30, 2024, we also recognized net unrealized losses on foreign currency and other transactions of $17 million.

Previous report

The changes in net unrealized appreciation and depreciation on investments during the nine months ended September 30, 2025 consisted of the following:

Previous report

During the nine months ended September 30, 2025, we also recognized net unrealized losses on foreign currency and other transactions of $24 million.

Previous report

The changes in net unrealized appreciation and depreciation on investments during the nine months ended September 30, 2024 consisted of the following:

Previous report

During the nine months ended September 30, 2024, we also recognized net unrealized gains on foreign currency and other transactions of $3 million.

Previous report

In May 2024, we, through our wholly owned consolidated subsidiary, Ares Direct Lending CLO 1 LLC (“ADL CLO 1”), completed a $702 million term debt securitization (the “ADL CLO 1 Debt Securitization”). The ADL CLO 1 Debt Securitization is also known as a collateralized loan obligation and is an on-balance sheet financing incurred by us, which is consolidated by us for financial reporting purposes and subject to our overall asset coverage requirement. The notes offered in the ADL CLO 1 Debt Securitization that mature on April 25, 2036 (collectively, the “April 2036 CLO Notes”) were issued by ADL CLO 1 pursuant to the indenture governing the April 2036 CLO Notes and include (i) $406 million of Class A Senior Notes (the “April 2036 Class A CLO Notes”); (ii) $70 million of Class B Senior Notes (the “April 2036 Class B CLO Notes” and, together with the April 2036 Class A CLO Notes, the “April 2036 CLO Secured Notes”); and (iii) approximately $226 million of subordinated notes (the “April 2036 CLO Subordinated Notes”). We retained all of the April 2036 CLO Subordinated Notes, as such, the April 2036 CLO Subordinated Notes are eliminated in consolidation. The following table presents information on the April 2036 CLO Notes as of September 30, 2025 (dollar amounts in millions):

Previous report

Our investment adviser serves as asset manager to ADL CLO 1 under anasset management agreement and is entitled to receive certain management fees for providing these services under the agreement. Our investment adviser hasagreed to waive any management fees from ADL CLO 1.

Previous report

In November 2024, we, through our wholly owned consolidated subsidiary, Ares Direct Lending CLO 4 LLC (“ADL CLO 4”), completed a $544 million term debt securitization (the “ADL CLO 4 Debt Securitization”). The ADL CLO 4 Debt Securitization is also known as a collateralized loan obligation and is an on-balance sheet financing incurred by us, which is consolidated by us for financial reporting purposes and subject to our overall asset coverage requirement. The loans incurred by ADL CLO 4 in the ADL CLO 4 Debt Securitization that mature on October 24, 2036 (collectively, the “October 2036 CLO Secured Loans”) include (i) $464 million of Class A Senior Loans (the “October 2036 Class A CLO Loans”), and (ii) $80 million of Class B Senior Loans (the “October 2036 Class B CLO Loans”). In addition, in connection with the ADL CLO 4 Debt Securitization, ADL CLO 4 issued approximately $260 million of subordinated notes (the “October 2036 CLO Subordinated Notes”). We retained all of the October 2036 CLO Subordinated Notes, as such, the October 2036 CLO Subordinated Notes are eliminated in consolidation. The October 2036 CLO Secured Loans may be converted by the lender into notes issued by ADL CLO 4 and bearing the same economic terms, subject to certain conditions under the documents governing the October 2036 CLO Secured Loans and the indenture governing such notes. The following table presents information on the October 2036 CLO Secured Loans as of September 30, 2025 (dollar amounts in millions):

Previous report

Our investment adviser serves as asset manager to ADL CLO 4 under anasset management agreement and is entitled to receive certain management fees for providing these services under the agreement. Our investment adviser hasagreed to waive any management fees from ADL CLO 4.

Previous report

See Note 8 to our consolidated financial statements for the three and nine months ended September 30, 2025 for more information on our valuation process.
Reworded paragraphs (82)

Previous wording

•political and regulatory conditions that contribute to uncertainty and market volatility including the impact of a prolonged U.S. government shutdown as well as the legislative, regulatory, trade, immigration and other policies associated with the current U.S. presidential administration;

Current wording

•political and regulatory conditions that contribute to uncertainty and market volatility including the impact of any prolonged U.S. government shutdown as well as the legislative, regulatory, trade, immigration and other policies associated with the current U.S. presidential administration;

Previous wording

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

Current wording

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

Previous wording

We use words such as “anticipates,” “believes,” “expects,” “intends,” “projects,” “seeks,” “estimates,” “will,” “should,” “could,” “would,” “likely,” “may” and similar expressions to identify forward-looking statements, although not all forward-looking statements include these words. You should not place undue reliance on these forward-looking statements, and 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 elsewhere in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and in this Quarterly Report.

Current wording

We use words such as “anticipates,” “believes,” “expects,” “intends,” “projects,” “seeks,” “estimates,” “will,” “should,” “could,” “would,” “likely,” “may” and similar expressions to identify forward-looking statements, although not all forward-looking statements include these words. You should not place undue reliance on these forward-looking statements, and 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 “Item 1A. Risk Factors” and elsewhere in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on February 4, 2026 (“Annual Report”) and in this Quarterly Report.

Previous wording

We have based the forward-looking statements included in this Quarterly Report on information available to us as of the filing date of this Quarterly Report, and we assume no obligation to update any such forward-looking statements. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we have filed or in the future may file with the Securities and Exchange Commission (the “SEC”), including annual reports on Form 10-K, registration statements on Form N-2, quarterly reports on Form 10-Q and current reports on Form 8-K.

Current wording

We have based the forward-looking statements included in this Quarterly Report on information available to us as of the filing date of this Quarterly Report, and we assume no obligation to update any such forward-looking statements. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we have filed or in the future may file with the SEC, including annual reports on Form 10-K, registration statements on Form N-2, quarterly reports on Form 10-Q and current reports on Form 8-K.

Previous wording

Our investment objective is to generate both current income and capital appreciation through debt and equity investments. We invest primarily in first lien senior secured loans (including “unitranche” loans, which are loans that combine both senior and subordinated debt, generally in a first lien position) and second lien senior secured loans. In addition to senior secured loans, we also invest in subordinated loans (sometimes referred to as mezzanine debt) and preferred equity.

Current wording

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 loans, generally in a first lien position) and second lien senior secured loans. In addition to senior secured loans, we also invest in subordinated loans (sometimes referred to as mezzanine debt) and preferred equity.

Previous wording

Since our initial public offering (“IPO”) on October 8, 2004 through September 30, 2025, our exited investments resulted in an asset level realized gross internal rate of return to us of approximately 13% (based on original cash invested, net of syndications, of approximately $53.1 billion and total proceeds from such exited investments of approximately $68.6 billion). Internal rate of return is the discount rate that makes the net present value of all cash flows related to a particular investment equal to zero. Internal rate of return is gross of expenses related to investments as these expenses are not allocable to specific investments. Investments are considered to be exited when the original investment objective has been achieved through the receipt of cash and/or non-cash consideration upon the repayment of a debt investment or sale of an investment or through the determination that no further consideration was collectible and, thus, a loss may have been realized.

Current wording

Since our initial public offering (“IPO”) on October 8, 2004 through March 31, 2026, our exited investments resulted in an asset level realized gross internal rate of return to us of approximately 13% (based on original cash invested, net of syndications, of approximately $56.9 billion and total proceeds from such exited investments of approximately $73.4 billion). Internal rate of return is the discount rate that makes the net present value of all cash flows related to a particular investment equal to zero. Internal rate of return is gross of expenses related to investments as these expenses are not allocable to specific investments. Investments are considered to be exited when the original investment objective has been achieved through the receipt of cash and/or non-cash consideration upon the repayment of a debt investment or sale of an investment or through the determination that no further consideration was collectible and, thus, a loss may have been realized.

Previous wording

As a BDC, we are required to comply with certain regulatory requirements. For instance, we generally have to invest at least 70% of our total assets in “qualifying assets,” including securities and indebtedness of private U.S. companies and certain public U.S. companies, cash, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less. We also may invest up to 30% of our portfolio in non-qualifying assets, as permitted by the Investment Company Act. 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. In addition, we, our investment adviser and certain of our affiliates have received an exemptive relief order from the SEC that permits us and other BDCs and registered closed-end management investment companies managed by Ares Management and its affiliates to co-invest in portfolio companies with each other and with other affiliated investment entities (the “Co-Investment Exemptive Order”). As required by the Co-Investment Exemptive Order, we have adopted, and our board of directors has approved, policies and procedures reasonably designed to ensure compliance with the terms of the Co-Investment Exemptive Order, and our investment adviser and our Chief Compliance Officer will provide reporting to our board of directors. Co-investments made under the Co-Investment Exemptive Order are subject to compliance with certain conditions and other requirements, which could limit our ability to participate in a co-investment transaction. There could be significant overlap in our investment portfolio and the investment portfolio of affiliated Ares Management entities that can avail themselves of the Co-Investment Exemptive Order and that have an investment objective similar to ours. We may also otherwise co-invest with funds managed by Ares Management or any of its downstream affiliates, subject to compliance with existing regulatory guidance, applicable regulations and our investment adviser’s allocation policy.

Current wording

As a BDC, we are required to comply with certain regulatory requirements. For instance, we generally have to invest at least 70% of our total assets in “qualifying assets,” including securities and indebtedness of private U.S. companies and certain public U.S. companies, cash, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less. We also may invest up to 30% of our portfolio in non-qualifying assets, as permitted by the Investment Company Act. 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. In addition, we, our investment adviser and certain of our affiliates have received an order from the SEC that permits us and other BDCs and registered closed-end management investment companies managed by Ares Management to co-invest in portfolio companies with each other and with other affiliated investment entities (the “Co-Investment Exemptive Order”). As required by the Co-Investment Exemptive Order, we have adopted, and our board of directors has approved, policies and procedures reasonably designed to ensure compliance with the terms of the Co-Investment Exemptive Order. Co-investments made under the Co-Investment Exemptive Order are subject to compliance with certain conditions and other requirements, which could limit our ability to participate in co-investment transactions. As a result of investments permitted by the Co-Investment Exemptive Order, there could be significant overlap in our investment portfolio and the investment portfolio of affiliated Ares Management entities that can rely on the Co-Investment Exemptive Order and have an investment objective similar to ours. We may also otherwise co-invest with funds managed by Ares Management or any of its downstream affiliates, subject to compliance with existing regulatory guidance, applicable regulations and our investment adviser’s allocation policy.

Previous wording

(1)New investment commitments include new agreements to fund revolving loans or delayed draw loans. See Note 7 to our consolidated financial statements for the three and nine months ended September 30, 2025 for more information on our commitments to fund revolving loans or delayed draw loans.

Current wording

(1)New investment commitments include new agreements to fund revolving loans or delayed draw loans. See Note 7 to our consolidated financial statements for the three months ended March 31, 2026 for more information on our commitments to fund revolving loans or delayed draw loans.

Previous wording

(2)Includes both funded and unfunded commitments. Of these new investment commitments, we funded $3.0 billion and $2.7 billion for the three months ended September 30, 2025 and 2024, respectively.

Current wording

(2)Includes both funded and unfunded commitments. Of these new investment commitments, we funded $2.5 billion and $2.2 billion for the three months ended March 31, 2026 and 2025, respectively.

Previous wording

(3)Includes both funded and unfunded commitments. For the three months ended September 30, 2025 and 2024, investment commitments exited included exits of unfunded commitments of $281 million and $333 million, respectively.

Current wording

(3)Includes both funded and unfunded commitments. For the three months ended March 31, 2026 and 2025, investment commitments exited included exits of unfunded commitments of $430 million and $536 million, respectively.

Previous wording

(4)For the three months ended September 30, 2025 and 2024, net repayments of first lien secured revolving loans were $58 million and $55 million, respectively.

Current wording

(4)For the three months ended March 31, 2026 and 2025, net fundings of first lien secured revolving loans were $189 million and $80 million, respectively.

Previous wording

(5)See “Senior Direct Lending Program” below and Note 4 to our consolidated financial statements for the three and nine months ended September 30, 2025 for more information on the SDLP (as defined below).

Current wording

(5)See “Senior Direct Lending Program” below and Note 4 to our consolidated financial statements for the three months ended March 31, 2026 for more information on the SDLP (as defined below).

Previous wording

(6)Includes our subordinated loan to and equity investments in IHAM (as defined below), as applicable. See “Ivy Hill Asset Management, L.P.” below and Note 4 to our consolidated financial statements for the three and nine months ended September 30, 2025 for more information on IHAM.

Current wording

(6)Includes our subordinated loan to and equity investments in IHAM (as defined below), as applicable. See “Ivy Hill Asset Management, L.P.” below and Note 4 to our consolidated financial statements for the three months ended March 31, 2026 for more information on IHAM.

Previous wording

(2)First lien senior secured loans include certain loans that we classify as “unitranche” loans. The total amortized cost and fair value of the loans that we classified as “unitranche” loans were $11.2 billion and $11.1 billion, respectively, as of September 30, 2025, and $8.8 billion and $8.6 billion, respectively, as of December 31, 2024.

Current wording

(2)First lien senior secured loans include certain loans that we classify as “unitranche” loans. The total amortized cost and fair value of the loans that we classified as “unitranche” loans were $11.4 billion and $11.2 billion, respectively, as of March 31, 2026, and $11.3 billion and $11.2 billion, respectively, as of December 31, 2025.

Previous wording

(3)The proceeds from these certificates were applied to co-investments with Varagon Capital Partners (“Varagon”) and its clients to fund first lien senior secured loans to 23 and 20 different borrowers as of September 30, 2025 and December 31, 2024, respectively.

Current wording

(3)The proceeds from these certificates were applied to co-investments with Varagon Capital Partners (“Varagon”) and its clients to fund first lien senior secured loans to 45 and 39 different borrowers as of March 31, 2026 and December 31, 2025, respectively.

Previous wording

We have commitments to fund various revolving and delayed draw senior secured and subordinated loans, including commitments to fund which are at (or substantially at) our discretion. Our commitment to fund delayed draw loans is triggered upon the satisfaction of certain pre-negotiated terms and conditions. Generally, the most significant and uncertain term requires the borrower to satisfy a specific use of proceeds covenant. The use of proceeds covenant typically requires the borrower to use the additional loans for the specific purpose of a permitted acquisition or permitted investment, for example. In addition to the use of proceeds covenant, the borrower is generally required to satisfy additional negotiated covenants (including specified leverage levels). We are also party to subscription agreements to fund equity investments. See Note 7 to our consolidated financial statements for the three and nine months ended September 30, 2025 for more information on our unfunded commitments, including commitments to issue letters of credit, related to certain of our portfolio companies.

Current wording

We have commitments to fund various revolving and delayed draw senior secured and subordinated loans, including commitments to fund which are at (or substantially at) our discretion. Our commitment to fund delayed draw loans is triggered upon the satisfaction of certain pre-negotiated terms and conditions. Generally, the most significant and uncertain term requires the borrower to satisfy a specific use of proceeds covenant. The use of proceeds covenant typically requires the borrower to use the additional loans for the specific purpose of a permitted acquisition or permitted investment, for example. In addition to the use of proceeds covenant, the borrower is generally required to satisfy additional negotiated covenants (including specified leverage levels). We are also party to subscription agreements to fund equity investments. See Note 7 to our consolidated financial statements for the three months ended March 31, 2026 for more information on our unfunded commitments, including commitments to issue letters of credit, related to certain of our portfolio companies.

Previous wording

As of September 30, 2025 and December 31, 2024, loans on non-accrual status represented 1.8% of the total investments at amortized cost (or 1.0% at fair value) and 1.7% at amortized cost (or 1.0% at fair value), respectively.

Current wording

As of March 31, 2026 and December 31, 2025, loans on non-accrual status represented 2.1% of the total investments at amortized cost (or 1.2% at fair value) and 1.8% at amortized cost (or 1.2% at fair value), respectively.

Previous wording

Ivy Hill Asset Management, L.P. (“IHAM”), our wholly owned portfolio company, is an asset manager and an SEC-registered investment adviser. As of September 30, 2025, IHAM had assets under management of approximately $13.5 billion. As of September 30, 2025, IHAM managed 22 vehicles (the “IHAM Vehicles”). IHAM earns fee income from managing the IHAM Vehicles and has also invested in certain of these vehicles as part of its business strategy. The amortized cost of IHAM’s total investments as of September 30, 2025 and December 31, 2024 was $2,767 million and $2,237 million, respectively. For the three and nine months ended September 30, 2025, IHAM had management and incentive fee income of $15 million and $39 million, respectively, and other investment-related income of $86 million and $199 million, respectively, which included net realized gains or losses on investments and other transactions. For the three and nine months ended September 30, 2024, IHAM had management and incentive fee income of $13 million and $41 million, respectively, and investment related income of $75 million and $266 million, respectively, which included net realized gains or losses on investments and other transactions.

Current wording

Ivy Hill Asset Management, L.P. (“IHAM”), our wholly owned portfolio company, is an asset manager and an SEC-registered investment adviser. As of March 31, 2026, IHAM had assets under management of approximately $16.3 billion. As of March 31, 2026, IHAM managed 24 vehicles (the “IHAM Vehicles”). IHAM earns fee income from managing the IHAM Vehicles and has also invested in certain of these vehicles as part of its business strategy. The amortized cost of IHAM’s total investments as of March 31, 2026 and December 31, 2025 was $3,419 million and $3,190 million, respectively. For the three months ended March 31, 2026 and 2025, IHAM had management and incentive fee income of $15 million and $12 million, respectively, and other investment-related income of $98 million and $58 million, respectively, which included net realized gains or losses on investments and other transactions.

Previous wording

(1)We have provided a commitment to fund up to $500 million to IHAM, of which the availability is solely at our discretion.

Current wording

(1)We have provided a commitment to fund up to $1.0 billion and $750 million, as of March 31, 2026 and December 31, 2025, respectively, to IHAM, with availability of funding solely at our discretion.

Previous wording

The interest income and dividend income that we earned from IHAM for the three and nine months ended September 30, 2025 and 2024 were as follows:

Current wording

The interest income and dividend income that we earned from IHAM for the three months ended March 31, 2026 were as follows:

Previous wording

From time to time, IHAM or certain IHAM Vehicles may purchase investments from, or sell investments to, us. For any such sales or purchases by the IHAM Vehicles to or from us, the IHAM Vehicle must obtain approval from third parties unaffiliated with us or IHAM, as applicable. During the nine months ended September 30, 2025 and 2024, IHAM or certain of the IHAM Vehicles purchased $1.8 billion and $301 million, respectively, of loans from us. For the nine months ended September 30, 2025 and 2024, we recognized $0 million of net realized gains and $1 million of net realized losses, respectively, from these sales. During the nine months ended September 30, 2025, IHAM or certain IHAM Vehicles did not sell any investments to us. During the nine months ended September 30, 2024, IHAM or certain IHAM vehicles sold $32 million of investments to us.

Current wording

From time to time, IHAM or certain IHAM Vehicles may purchase investments from, or sell investments to, us. For any such sales or purchases by the IHAM Vehicles to or from us, the IHAM Vehicle must obtain approval from third parties unaffiliated with us or IHAM, as applicable. During the three months ended March 31, 2026 and 2025, IHAM or certain of the IHAM Vehicles purchased $1,042 million and $794 million, respectively, of loans from us. For the three months ended March 31, 2026 and 2025, we recognized approximately $3 million and $0 million of net realized gains, respectively, from these sales. During the three months ended March 31, 2026 and 2025, neither IHAM nor any IHAM Vehicles sold any investments to us.

Previous wording

Pursuant to Rule 4-08(g) of Regulation S-X, selected financial information of IHAM, in conformity with U.S. generally accepted accounting principles (“GAAP”), as of September 30, 2025 and December 31, 2024 and for the three and nine months ended September 30, 2025 and 2024 are presented below.

Current wording

Pursuant to Rule 4-08(g) of Regulation S-X, selected financial information of IHAM, in conformity with U.S. generally accepted accounting principles (“GAAP”), as of March 31, 2026 and December 31, 2025 and for the three months ended March 31, 2026 and 2025 are presented below.

Previous wording

(2)The determination of such fair value is determined in accordance with IHAM’s valuation process (separate and apart from our valuation process described elsewhere herein). The amortized cost of IHAM’s total investments as of September 30, 2025 and December 31, 2024 was $2,767 million and $2,237 million, respectively. The amortized cost of the total investments of IHAM on a consolidated basis as of September 30, 2025 and December 31, 2024 was $10,086 million and $8,343 million, respectively.

Current wording

(2)The determination of such fair value is determined in accordance with IHAM’s valuation process (separate and apart from our valuation process described elsewhere herein). The amortized cost of IHAM’s total investments as of March 31, 2026 and December 31, 2025 was $3,419 million and $3,190 million, respectively. The amortized cost of the total investments of IHAM on a consolidated basis as of March 31, 2026 and December 31, 2025 was $12,339 million and $11,766 million, respectively.

Previous wording

(4)As of September 30, 2025 and December 31, 2024, net unrealized losses of $61 million and $70 million, respectively, have been eliminated upon consolidation and the elimination is included in “non-controlling interests in Consolidated IHAM Vehicles” in the selected balance sheet information.

Current wording

(4)As of March 31, 2026 and December 31, 2025, net unrealized losses of $102 million and $85 million, respectively, have been eliminated upon consolidation and the elimination is included in “non-controlling interests in Consolidated IHAM Vehicles” in the selected balance sheet information.

Previous wording

(5)Non-controlling interests in Consolidated IHAM Vehicles includes net unrealized depreciation in the Consolidated IHAM Vehicles of $152 million and $171 million as of September 30, 2025 and December 31, 2024, respectively.

Current wording

(5)Non-controlling interests in Consolidated IHAM Vehicles includes net unrealized depreciation in the Consolidated IHAM Vehicles of $292 million and $167 million as of March 31, 2026 and December 31, 2025, respectively.

Previous wording

We have established a joint venture with Varagon to make certain first lien senior secured loans, including certain stretch senior and unitranche loans, primarily to U.S. middle-market companies. The joint venture is called the Senior Direct Lending Program, LLC (d/b/a the “Senior Direct Lending Program” or the “SDLP”). In July 2016, we and Varagon and its clients completed the initial funding of the SDLP. The SDLP may generally commit and hold individual loans of up to $450 million. We, and other BDCs, registered closed-end management investment companies and other affiliated investment entities managed by our investment adviser or its affiliates, 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).

Current wording

We have established a joint venture with Varagon to make certain first lien senior secured loans, including certain stretch senior and unitranche loans, primarily to U.S. middle-market companies. The joint venture is called the Senior Direct Lending Program, LLC (d/b/a the “Senior Direct Lending Program” or the “SDLP”). In July 2016, we and Varagon and its clients completed the initial funding of the SDLP. We, and other BDCs, registered closed-end management investment companies and other affiliated investment entities managed by our investment adviser or its affiliates, may directly co-invest with the SDLP in accordance with the terms of the Co-Investment Exemptive Order. The SDLP is capitalized as transactions are completed and all portfolio decisions and generally all other decisions in respect of the SDLP, including co-investment transactions made by the SDLP in accordance with the terms of the Co-Investment Order, 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).

Previous wording

The interest income, capital structuring service fees and other income earned with respect to our investment in the SDLP Certificates for the three and nine months ended September 30, 2025 and 2024 were as follows:

Current wording

The interest income and capital structuring service fees and other income earned with respect to our investment in the SDLP Certificates for the three months ended March 31, 2026 and 2025 were as follows:

Previous wording

As of September 30, 2025 and December 31, 2024, the SDLP portfolio was comprised of first lien senior secured loans to primarily U.S. middle-market companies in industries similar to the companies in our portfolio. As of September 30, 2025, one of the loans in the SDLP portfolio was on non-accrual status. As of December 31, 2024, two of the loans in the SDLP portfolio were on non-accrual status. Below is a summary of the SDLP portfolio as of September 30, 2025 and December 31, 2024:

Current wording

As of March 31, 2026 and December 31, 2025, the SDLP portfolio was comprised of first lien senior secured loans to primarily U.S. middle-market companies in industries similar to the companies in our portfolio. As of March 31, 2026, one of the loans in the SDLP portfolio was on non-accrual status. As of December 31, 2025, none of the loans in the SDLP portfolio were on non-accrual status. Below is a summary of the SDLP portfolio as of March 31, 2026 and December 31, 2025:

Previous wording

(2)First lien senior secured loans include certain loans that the SDLP classifies as “unitranche” loans. As of September 30, 2025 and December 31, 2024, the total principal amount of loans in the SDLP portfolio that the SDLP classified as “unitranche” loans was $3,504 million and $3,937 million, respectively.

Current wording

(2)First lien senior secured loans include certain loans that the SDLP classifies as “unitranche” loans. As of March 31, 2026 and December 31, 2025, the total principal amount of loans in the SDLP portfolio that the SDLP classified as “unitranche” loans was $2,932 million and $2,844 million, respectively.

Previous wording

Selected financial information of the SDLP, in conformity with GAAP, as of September 30, 2025 and December 31, 2024 and for the three and nine months ended September 30, 2025 and 2024 are presented below:

Current wording

Selected financial information of the SDLP, in conformity with GAAP, as of March 31, 2026 and December 31, 2025 and for the three months ended March 31, 2026 and 2025 is presented below:

Previous wording

Operating results for the three and nine months ended September 30, 2025 and 2024 were as follows:

Current wording

Operating results for the three months ended March 31, 2026 and 2025 were as follows:

Previous wording

Interest income from investments for the three months ended September 30, 2025 decreased from the comparable period in 2024 primarily as a result of declining base rates, resulting in a decrease in the weighted average yield of our portfolio, and partially offset by an increase in the average size of our portfolio. The average size and weighted average yield of our portfolio at amortized cost for the three and nine months ended September 30, 2025 and 2024 were as follows:

Current wording

Interest income from investments for the three months ended March 31, 2026 increased from the comparable period in 2025 primarily due to the increase in the average size of our portfolio, which was partially offset by lower yields. The average size and weighted average yield of our portfolio at amortized cost for the three months ended March 31, 2026 and 2025 were as follows:

Previous wording

Capital structuring service fees for the three and nine months ended September 30, 2025 increased from the comparable periods in 2024 primarily due to an increase in new investment commitments. The new investment commitments and weighted average capital structuring service fee percentages for the three and nine months ended September 30, 2025 and 2024 were as follows:

Current wording

Capital structuring service fees for the three months ended March 31, 2026 decreased from the comparable period in 2025 primarily due to a decrease in new investment commitments. The new investment commitments and weighted average capital structuring service fee percentages for the three months ended March 31, 2026 and 2025 were as follows:

Previous wording

(1)Excludes $375 million and $669 million of new investment commitments sold to third party lenders during the three months ended September 30, 2025 and 2024, respectively, and $901 million and $2,255 million during the nine months ended September 30, 2025 and 2024, respectively. Excludes $139 million and $294 million of investment commitments to IHAM for the three and nine months ended September 30, 2025, respectively, and $41 million and $304 million, respectively for the comparable periods in 2024.

Current wording

(1)Excludes $478 million and $366 million of new investment commitments sold to third-party lenders during the three months ended March 31, 2026 and 2025, respectively. Excludes $378 million of investment commitments to IHAM for the three months ended March 31, 2026. There were no investment commitments to IHAM during the three months ended March 31, 2025.

Previous wording

Dividend income for the three and nine months ended September 30, 2025 and 2024 were as follows:

Current wording

Dividend income for the three months ended March 31, 2026 and 2025 were as follows:

Previous wording

Dividend income received from IHAM for the three and nine months ended September 30, 2025 increased from the comparable periods in 2024 primarily due to the increased earnings from the IHAM Vehicles. Recurring dividend income for the three and nine months ended September 30, 2025 decreased from the comparable periods in 2024 primarily due to a decrease in yielding preferred equity investments.

Current wording

Recurring dividend income for the three months ended March 31, 2026 decreased from the comparable period in 2025 primarily due to a decrease in yielding preferred equity investments.

Previous wording

Interest and credit facility fees for the three and nine months ended September 30, 2025 and 2024, were comprised of the following:

Current wording

Interest and credit facility fees for the three months ended March 31, 2026 and 2025 were comprised of the following:

Previous wording

Stated interest expense for the three and nine months ended September 30, 2025 increased from the comparable periods in 2024 primarily due to the increase in the average principal amount of outstanding debt. Average outstanding debt and weighted average stated interest rate on our outstanding debt for the three and nine months ended September 30, 2025 and 2024 were as follows:

Current wording

Stated interest expense for the three months ended March 31, 2026 increased from the comparable period in 2025 primarily due to the increase in the average principal amount of our outstanding debt. Average outstanding debt and weighted average stated interest rate on our outstanding debt for the three months ended March 31, 2026 and 2025 were as follows:

Previous wording

(1)The weighted average stated interest rate on our outstanding debt includes the impact of interest rate swaps. See Note 6 to our consolidated financial statements for the three and nine months ended September 30, 2025 for more information on the interest rate swaps.

Current wording

(1)The weighted average stated interest rate on our outstanding debt includes the impact of interest rate swaps. See Note 6 to our consolidated financial statements for the three months ended March 31, 2026 for more information on the interest rate swaps.

Previous wording

The base management fee for the three and nine months ended September 30, 2025 increased from the comparable periods in 2024 primarily due to the increase in the average size of our portfolio.

Current wording

The base management fee for the three months ended March 31, 2026 increased from the comparable period in 2025 primarily due to the increase in the average size of our portfolio.

Showing the first 40 of 82 pairs. Open the source sections for the rest.

Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

For the three months ended March 31, 2026 and 2025

Current report — wording carried from elsewhere

(1)Accrued in accordance with GAAP as discussed below. As of March 31, 2026 and 2025, there was no capital gains incentive fee actually payable under our investment advisory and management agreement.
Rearranged previous paragraphs (2)

Previous report — wording carried elsewhere

(1)Calculated in accordance with GAAP as discussed below.

Previous report — wording carried elsewhere

The net realized losses on investments during the three months ended September 30, 2024 consisted of the following: