Ares Core Infrastructure Fund 8-K

What Happened
Ares Core Infrastructure Fund filed an 8‑K on Feb 6, 2026 reporting it agreed to sell Common Shares (Class I and Class S) for an aggregate purchase price of $403.5 million in the Fund’s February 2026 monthly closing. The price per share will equal the Fund’s net asset value (NAV) per share of the relevant class as of the last calendar day of January 2026 (NAV expected to be available within 20 business days after Feb 1, 2026). The filing also reports the Fund’s outstanding share counts as of January 31, 2026.

Key Details

• Aggregate purchase price: $403.5 million for Common Shares in the February 2026 monthly closing.
• Pricing: Share price = NAV per share of each class as of the last calendar day of January 2026 (NAV generally expected within 20 business days after Feb 1, 2026).
• Fees: No underwriting discounts or commissions paid by the Fund; selling agents may charge upfront sales loads up to 2.0% of NAV for Class D and up to 3.5% of NAV for Class S. No upfront sales loads may be charged on Class I Shares.
• Outstanding shares (as of Jan 31, 2026): 91,883,490 Class I Shares; 26,377 Class D Shares; 3,336,625 Class S Shares; 0 Class N Shares.
• Issuance exemption: Sale of Common Shares is exempt from registration under Section 4(a)(2), Rule 506(b) of Regulation D and/or Regulation S.

Why It Matters
This filing informs investors that the Fund completed a sizable private issuance of shares ($403.5M) at NAV, which increases the supply of shares and updates the Fund’s outstanding share counts. Important investor considerations include the NAV-based pricing (not a market-driven price), the absence of underwriting fees paid by the Fund, and the potential for selling-agent charges on certain share classes (up to stated caps). Investors who track NAV, share count dilution, or fees associated with purchases should note these specifics and consult the Fund’s NAV announcement when published.