ARES CAPITAL CORP

In addition to the other information set forth in this report, you should carefully consider the risk factors described in this section and in Part I, “Item 1A. Risk Factors” in our Annual Report, which could materially affect our business, financial condition and/or operating results. The risks described in this section and in our Annual Report are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results.

The consummation of the MFIC Transaction is subject to the satisfaction or waiver of certain conditions, including conditions that are not under our control. If the MFIC Transaction does not close, we will not benefit from the expenses incurred in its pursuit.

While we expect to complete the MFIC Transaction in the first half of 2027, there can be no assurances as to the exact timing, or that the MFIC Transaction will be completed at all. The completion of the MFIC Transaction is subject to certain conditions, including approval by MFIC stockholders holding a majority of the outstanding shares of MFIC common stock. See Part I, “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Recent Developments” for more information on the MFIC Transaction. We intend to complete the MFIC Transaction as soon as possible but we cannot assure stockholders that the conditions required to complete the MFIC Transaction will be satisfied or waived on the anticipated schedule, or at all.

If the MFIC Transaction is not completed, we will have incurred substantial expenses for which no ultimate benefit will have been received. We have incurred out-of-pocket expenses in connection with the MFIC Transaction, including for investment banking, legal and accounting fees and other related charges. Many of such charges will be incurred even if the MFIC Transaction is not completed. In certain circumstances, MFIC will be required to pay a termination fee to us in connection with the termination of the Merger Agreement, but there is no guarantee such termination fee will be payable or, if payable, will actually be paid us. If the MFIC Transaction does not close, we will not benefit from the substantial expenses incurred in its pursuit.

We may be unable to realize the benefits anticipated from the MFIC Transaction, or it may take longer than anticipated to achieve such benefits.

The realization of certain benefits anticipated as a result of the MFIC Transaction will depend in part on the integration of MFIC’s investment portfolio with our investment portfolio and the integration of MFIC’s business with our business. There can be no assurance that MFIC’s investment portfolio or business can be operated profitably or integrated successfully into our investment portfolio or business in a timely fashion or at all. The dedication of management resources to such integration may detract attention from the management of our day-to-day business and there can be no assurance that there will not be substantial costs associated with the transition process or there will not be other material adverse effects as a result of these integration efforts. Such effects, including but not limited to, incurring unexpected costs or delays in connection with such integration and failure of MFIC’s investment portfolio to perform as expected, could have a material adverse effect on the financial results of the combined company.

Our stockholders will experience dilution and a reduction in percentage ownership and voting power as a result of the issuance of shares of our common stock as Share Consideration if the MFIC Transaction is consummated, and the value of the consideration paid to MFIC stockholders will not be impacted by certain changes in MFIC’s net asset value.

If the MFIC Transaction is completed, we will issue shares of our common stock to MFIC stockholders as Share Consideration. As a result, our existing stockholders will experience a reduction in their percentage ownership interests and effective voting power relative to their percentage ownership interests in us prior to the MFIC Transaction. Consequently, our existing stockholders should expect to exercise less influence over the management and policies of the combined company following the completion of the MFIC Transaction than they currently exercise over our management and policies.

Because the number of shares to be issued as Share Consideration depends on the Exchange Ratio, the extent of this dilution will not be known until shortly before the effective time of the First Merger. The Exchange Ratio depends on several variables that are not fixed and cannot be known at this time, including the Closing NAV, the Closing Price, the relationship between the Closing Price and the Closing NAV, and the per share amount of any tax dividends declared by MFIC after the date of the Merger Agreement. The Exchange Ratio will not be reduced, however, for liabilities of MFIC that were not known or anticipated, or due to reductions in the fair value of the investments in MFIC’s portfolio. We estimate that following completion of the MFIC Transaction, our existing stockholders are expected to own approximately 95% and existing MFIC stockholders are expected to own approximately 5% of the combined company, but the level of dilution could be greater than we currently anticipate.