Ares Core Infrastructure Fund

02/06/2026 | Press release | Distributed by Public on 02/06/2026 15:36

Private Placement (Form 8-K)

Item 3.02 Unregistered Sale of Equity Securities.
In its monthly closing for February 2026, Ares Core Infrastructure Fund (the "Fund") has agreed to sell common shares of beneficial interest ("Common Shares"), including Class I Common Shares ("Class I Shares") and Class S Common Shares ("Class S Shares") for an aggregate purchase price of $403.5 million. The purchase price per Common Share will equal the Fund's net asset value ("NAV") per Common Share of such class as of the last calendar day of January 2026, which is generally expected to be available within 20 business days after February 1, 2026.
No underwriting discounts or commissions have been or will be paid in connection with the sale of such Common Shares. Although the Fund does not charge investors an upfront sales load (an "Upfront Sales Load") with respect to its Common Shares, if Class D Common Shares ("Class D Shares") or Class S Shares are purchased through certain selling agents, such selling agents may directly charge shareholders an Upfront Sales Load or transaction or other fees, including brokerage commissions, in such amount as they may determine, provided that selling agents limit such charges to a 2.0% cap on NAV for Class D Shares and a 3.5% cap on NAV for Class S Shares. No Upfront Sales Loads may be charged on Class I Shares. The issuance of the Common Shares is exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof, by Rule 506(b) of Regulation D promulgated thereunder and/or Regulation S promulgated thereunder.
Item 8.01 Other Events.
As of January 31, 2026, the Fund had 91,883,490 Class I Shares, 26,377 Class D Shares and 3,336,625 Class S Shares outstanding and no Class N Common Shares outstanding.
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