Ares Core Infrastructure Fund 8-K

What Happened

• Ares Core Infrastructure Fund filed an 8-K on Jan 8, 2026 reporting that in its January 2026 monthly closing the Fund agreed to sell common shares (Class I and Class S) for an aggregate purchase price of $284.6 million.
• The purchase price per share will equal the Fund’s net asset value (NAV) per share for the applicable class as of the last calendar day of December 2025; that NAV is generally expected to be available within 20 business days after January 1, 2026.
• The issuance is being made as an unregistered sale, exempt from Securities Act registration under Section 4(a)(2), Rule 506(b) of Regulation D and/or Regulation S.

Key Details

• Aggregate purchase price: $284.6 million.
• Upfront sales loads: no upfront load charged by the Fund; selling agents may charge up to 2.0% of NAV on Class D purchases and up to 3.5% of NAV on Class S purchases; no upfront loads permitted on Class I Shares.
• No underwriting discounts or commissions were paid in connection with the sale.
• Outstanding share counts as of Dec 31, 2025: 81,816,992 Class I Shares; 26,245 Class D Shares; 1,790,507 Class S Shares; 0 Class N Shares.

Why It Matters

• The Fund raised capital through an unregistered private placement of common shares totaling $284.6M, increasing the number of shares outstanding and bringing in new invested assets at NAV.
• For investors, sales at NAV mean the per‑share NAV was used as the price; selling‑agent fees (where applicable) affect only the purchase cost for new investors, not the Fund’s reported NAV.
• The filing also provides the latest share counts (Dec 31, 2025), which investors can use to track fund size and ownership dilution trends.