10-K: Ares Capital's 2025 Annual Report: Growth & Strategic Investments

Sentiment:

Annual Report


Ares Capital Corporation's 2025 annual report reveals robust investment activity, increased total assets, and strategic capital management, reinforcing its position as a leading BDC despite a slight dip in net investment income and unrealized losses.

Capital raiseIssued and sold 42.4 million shares of common stock through at-the-market offerings in 2025, generating $927.5 million in net proceeds.As of December 31, 2025, $563 million of common stock remained available for issuance under existing Equity Distribution Agreements.In January 2026, the company issued $750 million in aggregate principal amount of unsecured notes (April 2031 Notes).The company intends to continue borrowing from financial institutions and issuing additional securities to fund its growth.
Worse than expectedNet investment income decreased to $1.415 billion in 2025 from $1.436 billion in 2024.Net increase in stockholders' equity resulting from operations decreased to $1.299 billion in 2025 from $1.522 billion in 2024.The company recorded net unrealized losses of $96 million in 2025, a significant shift from net unrealized gains of $188 million in 2024.Interest and credit facility fees increased to $793 million in 2025 from $715 million in 2024, primarily due to an increase in the average principal amount of outstanding debt.

Summary

  • Total assets reached approximately $31.2 billion as of December 31, 2025, solidifying the company's position as the largest publicly traded Business Development Company (BDC) by market capitalization.
  • New investment commitments totaled $15.775 billion in 2025, an increase from $15.081 billion in 2024.
  • Investments funded amounted to $13.864 billion in 2025, up from $12.867 billion in 2024.
  • Investments sold or repaid were $11.590 billion in 2025, compared to $9.646 billion in 2024.
  • Net investment income for the year ended December 31, 2025, was $1.415 billion, a slight decrease from $1.436 billion in 2024.
  • The net increase in stockholders' equity resulting from operations was $1.299 billion in 2025, down from $1.522 billion in 2024.
  • Total investment income increased to $3.052 billion in 2025 from $2.990 billion in 2024, driven by higher interest income and capital structuring service fees.
  • Total expenses rose to $1.594 billion in 2025 from $1.514 billion in 2024, primarily due to increased interest and credit facility fees and a higher base management fee.
  • The company reported net realized losses of $20 million in 2025, a reduction from $88 million in 2024.
  • Net unrealized losses on investments were $96 million in 2025, a significant shift from net unrealized gains of $188 million in 2024.
  • The asset coverage ratio stood at a healthy 189% as of December 31, 2025, well above the 150% regulatory requirement.
  • The weighted average grade of the investment portfolio remained stable at 3.1 as of December 31, 2025, indicating consistent credit quality.
  • Loans on non-accrual status represented 1.8% of total investments at amortized cost (1.2% at fair value) as of December 31, 2025.
  • Quarterly dividends of $0.48 per share were declared for each quarter of 2025, totaling $1.92 per share for the year, consistent with prior years.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a mixed report. While the company demonstrated strong investment activity and maintained a robust balance sheet, the decline in net investment income and the shift to net unrealized losses indicate some headwinds. The consistent dividends and stock repurchase program offer some support, but the competitive and volatile market environment warrants a neutral stance for now.

Positives

  • Total assets grew to $31.2 billion as of December 31, 2025, reinforcing the company's market leadership.
  • New investment commitments increased to $15.775 billion in 2025, demonstrating robust deal flow and origination capabilities.
  • Investments funded increased to $13.864 billion in 2025, indicating active portfolio deployment.
  • Exited investments since the IPO (October 8, 2004) through December 31, 2025, generated an asset level realized gross internal rate of return of approximately 13%.
  • Realized gains since the IPO exceeded realized losses by approximately $1.0 billion, excluding certain one-time events.
  • The company maintained a strong asset coverage ratio of 189% as of December 31, 2025, comfortably exceeding the 150% regulatory threshold.
  • Approximately $5.5 billion was available for additional borrowings under the Credit Facilities as of December 31, 2025, providing significant liquidity.
  • The weighted average grade of the investment portfolio remained stable at 3.1, suggesting consistent credit performance across the portfolio.
  • Net realized losses decreased to $20 million in 2025 from $88 million in 2024.

Negatives

  • Net investment income slightly decreased to $1.415 billion in 2025 from $1.436 billion in 2024, primarily due to lower pre-incentive fee net investment income.
  • The net increase in stockholders' equity resulting from operations decreased to $1.299 billion in 2025 from $1.522 billion in 2024.
  • Dividend income decreased slightly to $591 million in 2025 from $594 million in 2024, mainly due to a decrease in yielding preferred equity investments.
  • Interest and credit facility fees increased to $793 million in 2025 from $715 million in 2024, driven by a higher average principal amount of outstanding debt.
  • The company recorded net unrealized losses on investments of $96 million in 2025, a significant reversal from net unrealized gains of $188 million in 2024.
  • Loans on non-accrual status slightly increased to 1.8% of total investments at amortized cost (1.2% at fair value) as of December 31, 2025, from 1.7% (1.0% at fair value) in 2024.

Risks

  • Capital markets may experience periods of disruption and instability, materially and adversely affecting debt and equity capital markets, 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 the business, financial condition, and results of operations.
  • A failure to maintain BDC status may significantly reduce operating flexibility, and a failure to maintain RIC status may subject the company to additional corporate-level income taxes and reduce earnings available for dividends.
  • The company is dependent upon certain key systems and personnel of Ares Management for its success and upon their access to other Ares investment professionals.
  • Borrowing money magnifies the potential for gain or loss on amounts invested and may increase the risk of investing in the company.
  • The company operates in a highly competitive market for investment opportunities, potentially limiting attractive deals or forcing less favorable terms.
  • Ability to enter into transactions with affiliates is restricted by the Investment Company Act.
  • Significant potential conflicts of interest could impact investment returns due to Ares Management's broader investment activities and fee structure.
  • Most portfolio investments are not publicly traded, making fair value determination inherently uncertain and limiting liquidity, which could adversely affect the business if assets need to be sold quickly.
  • 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 the portfolio, reducing net asset value.
  • Economic recessions or downturns could impair portfolio companies and harm operating results, increasing non-performing assets and decreasing portfolio value.
  • Investments, primarily in middle-market companies, may be risky, leading to potential loss of all or part of the investment due to limited resources, shorter operating histories, and dependence on key personnel.
  • Portfolio companies may be highly leveraged, increasing their vulnerability to adverse conditions and limiting their financial flexibility.
  • Shares of common stock may trade at a price below net asset value, limiting the ability to raise additional equity capital.
  • Ability to grow depends on the ability to raise capital, which can be constrained by unfavorable economic or capital market conditions and regulatory requirements.
  • The 150% asset coverage requirement may restrict the ability to incur debt or issue preferred stock, increasing investment risk.
  • The company, its portfolio companies, and third-party service providers may be subject to cybersecurity risks, which could disrupt operations, compromise data, and damage business relationships or reputation.
  • Developments in artificial intelligence could disrupt markets, increase competition, and subject the company to increased legal, regulatory risks, and compliance costs.
  • The company is subject to numerous privacy laws, and violations could lead to significant fines, penalties, litigation, or reputational damage, with new laws or changes in enforcement potentially impacting business and financial performance.

Future Outlook

Although future economic growth in the U.S. is expected to slow relative to 2024 levels, the U.S. debt and equity markets have shown strength, with anticipated accommodative monetary policies from the Federal Reserve expected to support overall economic activity. The company expects future debt capital to potentially be at a higher cost and on less favorable terms due to the current interest rate environment. As of January 29, 2026, the company had an investment backlog of approximately $2.2 billion, indicating a pipeline of likely future transactions.

Management Comments

  • 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 attractive investment opportunities.
  • The Ares investment platform assists our investment adviser in analyzing, structuring, and monitoring investments.
  • The investment professionals in the Ares Credit Group and members of our investment adviser's U.S. direct lending investment committee have significant experience investing across market cycles.
  • Our investment adviser employs an investment rating system to categorize our investments, primarily reflecting the underlying risk of a portfolio investment relative to our initial cost basis.
  • Our investment adviser has adopted Ares' long-standing, consistent, credit-based investment approach that was developed over 25 years ago by its founders.

Industry Context

StockSavvy.ai notes that Ares Capital Corporation operates within the highly competitive U.S. middle-market direct lending sector, which has seen increased demand due to traditional banks de-emphasizing services to this segment and regulatory constraints on underwriting. The company's scale and integrated Ares platform provide a competitive advantage in deal sourcing and flexible transaction structuring, allowing it to capitalize on market disruptions and the large pool of un-invested private equity capital. The macroeconomic environment, characterized by fluctuating interest rates and inflation concerns, continues to shape investment opportunities and funding costs for BDCs. The increasing scrutiny on ESG and DEI practices also presents evolving challenges and opportunities for the industry.

Comparison to Industry Standards

  • The company's investment performance was generally above average when compared to comparable BDCs, based on one, three, and five-year time periods.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Agreement ContinuationBoard of directors approved the continuation of the investment advisory and management agreement until June 6, 2026.2025-05-13Ensures continuity of investment management services and strategy.
Agreement ContinuationBoard of directors approved the continuation of the administration agreement until June 1, 2026.2025-05-13Ensures continuity of administrative and operational support services.
Stock Issuance AuthorizationStockholders approved the ability to sell or issue shares of common stock at a price below net asset value, subject to certain limitations and board determinations.2025-08-08Provides flexibility for capital raising, but could lead to dilution if exercised.
Stock Repurchase Program ExtensionBoard of directors authorized an amendment to the stock repurchase program, extending its expiration date to February 15, 2027.2026-02Allows for continued opportunistic share repurchases, potentially supporting share price and shareholder value.
Forum Selection ClauseBylaws designate the Circuit Court for Baltimore City, Maryland, as the sole and exclusive forum for certain stockholder actions and proceedings.N/AAims to streamline litigation and reduce costs, but may limit stockholders' choice of judicial forum.

Legal Proceedings

  • The company, its executive officers, directors, investment adviser, affiliates, and/or their respective principals and employees are subject to legal proceedings, including those arising from investments in portfolio companies, which may incur significant costs and expenses.
  • The company and its investment adviser are subject to extensive regulation, which from time to time results in requests for information, legal, or regulatory proceedings or investigations, incurring significant costs and expenses.

Related Party Transactions

  • The company reimbursed its investment adviser or affiliates $6 million in 2025 for certain operational costs and expenses.
  • Ares Management LLC and Ivy Hill Asset Management, L.P. (IHAM) are entitled to use the company's proprietary portfolio management software, with no amounts payable to the company under these agreements in 2025.
  • Ares Management Capital Markets LLC (AMCM), an affiliate, served as a co-manager and underwriter for certain Unsecured Notes offerings in 2025, receiving an aggregate of $0.7 million in underwriting and advisory fees on terms equivalent to other underwriters.
  • IHAM, a wholly-owned portfolio company, purchased $3.707 billion of loans from the company in 2025, resulting in approximately $0 million of net realized losses from these sales.
  • The company provides capital to the Senior Direct Lending Program (SDLP) in the form of subordinated certificates, while Varagon Capital Partners and its clients provide capital in the form of senior notes, intermediate funding notes, and SDLP Certificates.
  • As of December 31, 2025, the company and a client of Varagon owned 87.5% and 12.5%, respectively, of the outstanding SDLP Certificates.
  • The company's investment adviser serves as asset manager to ADL CLO 1, ADL CLO 4, and ADL CLO 7 and has agreed to waive any management fees from these CLOs.

Stakeholder Impact

  • Shareholders: Experience potential dilution from future equity offerings below net asset value, receive consistent quarterly dividends of $0.48 per share, and are impacted by fluctuations in market price and overall financial performance.
  • Employees: Services are provided by employees or affiliates of Ares Capital Management and Ares Operations, with no direct employees of Ares Capital Corporation.
  • Customers (Portfolio Companies): Benefit from capital investments and managerial assistance, but are subject to monitoring and credit risk assessment by the company.
  • Lenders/Creditors: Debt obligations are subject to financial and operating covenants, with a strong asset coverage ratio of 189% providing security.
  • Regulatory Bodies: The company is subject to compliance with BDC and RIC regulations, as well as evolving cybersecurity and privacy laws.

Next Steps

  • Continue to fund new investment commitments, with an investment backlog of approximately $2.2 billion as of January 29, 2026.
  • Potentially sell all or a portion of these new investment commitments.
  • Repay the January 2026 Notes upon their maturity in January 2026.
  • The board of directors authorized an amendment to the stock repurchase program, extending its expiration date to February 15, 2027.
  • The company will continue to provide capital to the Senior Direct Lending Program (SDLP) in the form of SDLP Certificates.

Key Dates

DateDescription
2004-04-16Company founded.
2004-06-23Company initially funded.
2004-10-08Company completed its initial public offering (IPO).
2012-03-30Received exemptive relief from SEC regarding IHAM ownership.
2016-07Initial funding of the Senior Direct Lending Program (SDLP).
2019-06-21Investment advisory and management agreement amended to reduce the annual base management fee rate.
2020-06-11Revolving Credit and Security Agreement (BNP Funding Facility) dated.
2023-05-11Uncommitted Continuing Agreement for Standby Letters of Credit and Demand Guarantees (Letter of Credit Facility) dated.
2023-08-03Seventeenth Supplemental Indenture for 7.000% Notes due 2027 dated.
2023-12FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures.
2024-01-23Eighteenth Supplemental Indenture for 5.875% Notes due 2029 dated.
2024-03Repaid 2024 Convertible Notes in full.
2024-05ADL CLO 1 Debt Securitization completed.
2024-05-13First Supplemental Indenture for 5.950% Notes due 2029 dated.
2024-05-24Indenture for ADL CLO 1 Debt Securitization dated.
2024-07SEC adopted cybersecurity regulations as an amendment to Regulation S-P.
2024-11ADL CLO 4 Debt Securitization completed.
2024-11-19Indenture and Security Agreement for ADL CLO 4 Debt Securitization dated.
2025-01-08Second Supplemental Indenture for 5.800% Notes due 2032 dated.
2025-02-05Equity Distribution Agreements dated.
2025-03Repaid March 2025 Notes in full.
2025-03-20Ninth Amendment to Revolving Credit and Security Agreement (BNP Funding Facility) dated.
2025-04-15Sixteenth Amended and Restated Senior Secured Credit Agreement (Revolving Credit Facility) dated.
2025-05-13Board of directors approved the continuation of the investment advisory and management agreement and the administration agreement.
2025-06-03Third Supplemental Indenture for 5.500% Notes due 2030 dated.
2025-07Repaid July 2025 Notes in full.
2025-07-25Amendment No. 12 to Loan and Servicing Agreement (SMBC Funding Facility) dated.
2025-07-28End of reinvestment period for the Revolving Funding Facility.
2025-08-08Stockholders approved the ability to sell or issue shares of common stock at a price below net asset value.
2025-09-09Fourth Supplemental Indenture for 5.100% Notes due 2031 dated.
2025-12ADL CLO 7 Debt Securitization completed.
2025-12-03Indenture for ADL CLO 7 Debt Securitization dated.
2025-12-31Fiscal year ended.
2026-01Issued $750 million in aggregate principal amount of unsecured notes (April 2031 Notes) and repaid the January 2026 Notes upon maturity.
2026-01-08Effective date for the forward-starting interest rate swap related to the March 2032 Notes.
2026-01-12Fifth Supplemental Indenture for 5.250% Notes due 2031 dated.
2026-01-29Number of shares of common stock outstanding.
2026-02Board of directors authorized an amendment to the stock repurchase program, extending its expiration date to February 15, 2027.
2026-02-04Date of the Annual Report on Form 10-K filing.
2026-06-01Administration agreement extended until this date.
2026-06-06Investment advisory and management agreement extended until this date.
2026-07-15Effective date for the forward-starting interest rate swap related to the January 2031 Notes.
2026-08-08Stockholder approval for selling shares below net asset value expires.
2026-12-15ASU 2023-09 is effective for fiscal years beginning after this date.
2027-02-15New expiration date for the stock repurchase program.
2028-03-31Interim periods for ASU 2024-03 begin with the first quarter ended on this date.

Recommendation

hold

The company demonstrates continued strong investment activity and maintains a robust balance sheet with solid asset coverage. However, the slight decline in net investment income and the shift from net unrealized gains to losses in 2025 suggest some headwinds and potential for reduced profitability. While the long-term track record of realized gains is positive, the recent performance indicates a need for caution. The stock repurchase program and consistent dividends offer some support, but the competitive and volatile market environment warrants a neutral stance for now, advising investors to hold and monitor future developments closely.

Keywords

BDC, Business Development Company, Middle-Market Lending, Direct Lending, Senior Secured Loans, Subordinated Debt, Private Equity, Investment Management, Ares Capital, SEC Filing, Financial Services, Portfolio Investments, Asset Management, Credit Markets, Capital Markets, SEC Filings, Corporate Finance, Risk Management, Financial Reporting

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