Ares Core Infrastructure Fund 8-K

What Happened

• Ares Core Infrastructure Fund filed an 8-K on June 5, 2026 reporting that, in its monthly closing for June 2026, it agreed to sell Common Shares (Class I, D, N and S) for an aggregate purchase price of $845.2 million. The per-share purchase price will equal the Fund’s net asset value (NAV) per Common Share of each class as of the last calendar day of May 2026 (NAV expected to be available within 20 business days after June 1, 2026). The issuance is being made without underwriting discounts or commissions and is exempt from registration under Section 4(a)(2)/Rule 506(b) and/or Regulation S.

Key Details

• Aggregate proceeds: $845.2 million.
• Pricing: purchase price = NAV per class as of May 31, 2026 (NAV to be posted ~within 20 business days after June 1, 2026).
• Sales charges: Fund does not charge an upfront sales load; however, selling agents may charge Upfront Sales Loads (caps: 2.0% for Class D, 2.0% for Class N, 3.5% for Class S). No Upfront Sales Loads may be charged on Class I Shares. No underwriting discounts or commissions will be paid.
• Outstanding shares as of May 31, 2026: Class I 140,624,908; Class D 1,226,744; Class N 15,457,039; Class S 10,315,993.

Why It Matters

• This filing documents a large primary issuance at NAV, which brings substantial new capital into the fund without underwriter fees. For existing investors, additional share issuance increases total shares outstanding and can affect relative ownership percentages (i.e., issuance-related dilution of holdings), though sales at NAV mean purchases are priced to the Fund’s reported NAV.
• Selling-agent Upfront Sales Loads for certain share classes can affect the net amount paid by new investors and vary by distribution channel. The unregistered nature of the sale also carries standard resale limitations for purchasers. Investors should note the updated outstanding share counts and any class-specific fee differences when evaluating holdings or new purchases.