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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________________________________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): July 21, 2026
ARES CORE INFRASTRUCTURE FUND
(Exact Name of Registrant as Specified in Charter)
| | | | | | | | | | | | | | |
| Delaware | | 000-56695 | | 99-6541890 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
245 Park Avenue, 44th Floor, New York, NY 10167
(Address of principal executive office) (Zip Code)
(212) 750-7300
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| N/A | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 3.02 Unregistered Sale of Equity Securities
In its monthly closing for July 2026, Ares Core Infrastructure Fund (the “Fund”) sold common shares of beneficial interest (“Common Shares”) for an aggregate purchase price of $1,120.6 million. The number of Common Shares to be issued was finalized on July 21, 2026. The purchase price per Common Share of each class equaled the Fund’s net asset value (“NAV”) per Common Share as of June 30, 2026. 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. The following table details the Common Shares sold:
| | | | | | | | | | | | | | |
| Class of Common Shares | | Amount of Common Shares(1) | | Total Consideration (in millions) |
| Class I | | 25,756,596 | | $641.0 |
| Class D | | 2,813,041 | | $70.0 |
| Class N | | 15,067,180 | | $374.9 |
| Class S | | 1,394,900 | | $34.7 |
| Total | | 45,031,717 | | $1,120.6 |
(1)Number of shares finalized on July 21, 2026.
Item 8.01 Other Events.
Net Asset Value
The NAV per Common Share of each class of the Fund as of June 30, 2026, as determined in accordance with the valuation policies and procedures employed by Ares Capital Management II LLC, the Fund’s investment adviser, was as follows:
| | | | | | | | |
| Class of Common Shares | | NAV as of June 30, 2026 |
| Class I | | $ | 24.8841 | |
| Class D | | $ | 24.8841 | |
| Class N | | $ | 24.8841 | |
| Class S | | $ | 24.8841 | |
As of June 30, 2026, the Fund’s aggregate NAV was approximately $5,030.1 million and the fair value of the Fund’s portfolio investments was approximately $7,330.1 million.
July 2026 Distribution
The Fund has announced the declaration of regular monthly gross distributions for each class of the Fund’s Common Shares in the amounts per share set forth below:
| | | | | | | | | | | | | | | | | | | | |
| Class of Common Shares | | Gross Distribution | | Shareholder Servicing and/or Distribution Fee | | Net Distribution |
| Class I | | $ | 0.20830 | | | $ | — | | | $ | 0.20830 | |
| Class D | | $ | 0.20830 | | | $ | 0.00528 | | | $ | 0.20302 | |
| Class N | | $ | 0.20830 | | | $ | 0.01057 | | | $ | 0.19773 | |
| Class S | | $ | 0.20830 | | | $ | 0.01796 | | | $ | 0.19034 | |
The distributions for each class of Common Shares are payable to shareholders of record as of the open of business on July 31, 2026 and will be paid on or about August 21, 2026. The July 2026 distributions will be paid in cash or reinvested in the Common Shares for shareholders participating in the Fund’s distribution reinvestment plan.
August and September 2026 Distributions
The Fund has announced the declaration of regular monthly gross distributions for August and September 2026, for each class of its Common Shares in the amounts per share set forth below:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Gross Distribution Per Share |
| Record Date | | Payment Date(1) | | Class I | | Class D | | Class N | | Class S |
| August 31, 2026 | | September 23, 2026 | | $ | 0.20830 | | | $ | 0.20830 | | | $ | 0.20830 | | | $ | 0.20830 | |
| September 30, 2026 | | October 23, 2026 | | $ | 0.20830 | | | $ | 0.20830 | | | $ | 0.20830 | | | $ | 0.20830 | |
(1) The distributions on the Fund’s Common Shares will be paid on or about the payment dates set above.
These distributions will be paid in cash or reinvested in the Common Shares for shareholders participating in the Fund’s distribution reinvestment plan. The net distributions to be received by shareholders of the Class D Common Shares, Class N Common Shares and Class S Common Shares will be equal to the gross distribution in the table above, less specific shareholder servicing and/or distribution fees applicable to such class as of their respective record dates. Class I Common Shares have no shareholder servicing and/or distribution fees.
Portfolio and Business Commentary
As of June 30, 2026, the Fund had eleven equity investments with total fair value of approximately $6,118.9 million. As of June 30, 2026, based on fair value, the Fund’s portfolio investments consisted of the following:
| | | | | | | | |
| Portfolio Investments | | As of June 30, 2026 |
| Common equity | | 64.26 | % |
| Other equity | | 5.37 | % |
| Preferred equity | | 13.84 | % |
| First lien senior secured loans | | 13.16 | % |
| Senior subordinated loans | | 3.37 | % |
| Total | | 100.00 | % |
As of June 30, 2026, the ten largest industries in which the Fund was invested, represented as a percentage of fair value, were as follows:
| | | | | | | | |
| Industry | | As of June 30, 2026 |
| Oil, gas and consumable fuels | | 41.6 | % |
| Independent power and renewable electricity producers | | 39.8 | |
Data centers | | 8.7 | |
| Transportation infrastructure | | 5.0 | |
| Electric utilities | | 3.3 | |
| Electrical equipment | | 0.4 | |
| Chemicals | | 0.3 | |
| Technology hardware and equipment | | 0.2 | |
| Software | | 0.2 | |
| Gas utilities | | 0.1 | |
Status of the Offering
The Fund is currently offering on a continuous basis (the “Offering”) Common Shares in transactions exempt from the registration provisions 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. The following table lists the Common Shares issued and total consideration for the Offering as of the date of this filing, reflective of transfers between share classes. The table below does not include Common Shares issued through the Fund’s distribution reinvestment plan. The Fund intends to continue selling Common Shares in the Offering on a monthly basis.
| | | | | | | | | | | | | | |
| Class of Common Shares | | Common Shares Issued | | Total Consideration (in millions) (1) |
| Class I | | 181,592,582 | | $4,528.7 |
| Class D | | 4,851,195 | | $120.7 |
| Class N | | 46,312,590 | | $1,153.1 |
| Class S | | 13,289,546 | | $331.5 |
| Total | | 246,045,913 | | $6,134.0 |
(1)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 N Common Shares, or Class S Common Shares are purchased through certain selling agents, shareholders may be charged an Upfront Sales Load or transaction or other fees, including brokerage commissions, in such amount as such selling agents may determine, provided that such charges are subject to a 2.0% cap on NAV for Class D Common Shares, a 2.0% cap on NAV for Class N Common Shares, and a 3.5% cap on NAV for Class S Common Shares. No Upfront Sales Loads may be charged on Class I Common Shares.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | | | | | | |
| | | | ARES CORE INFRASTRUCTURE FUND |
| | | | |
| Dated: July 21, 2026 | | | |
| | | | |
| | | By: | /s/ Christina Oh |
| | | Name: | Christina Oh |
| | | Title: | Chief Financial Officer and Treasurer |