Ares Core Infrastructure Fund 8-K

What Happened

• Ares Core Infrastructure Fund filed an 8-K on April 7, 2026, reporting that in its April 2026 monthly closing the Fund agreed to sell Common Shares (Class I, Class D and Class S) for an aggregate purchase price of $305.2 million. The per-share purchase price will equal each class’s net asset value (NAV) per share as of the last calendar day of March 2026 (NAV expected to be available within ~20 business days after April 1, 2026). The issuance is exempt from registration under Section 4(a)(2) / Rule 506(b) of Regulation D and/or Regulation S.

Key Details

• Aggregate proceeds: $305.2 million from the sale of Class I, Class D and Class S Common Shares.
• Pricing: Purchase price per share = NAV per share of each class as of March 31, 2026 (NAV timing: generally within 20 business days after April 1, 2026).
• Fees and loads: No underwriting discounts or commissions paid. No Upfront Sales Load for Class I Shares; Class D purchases may incur up to a 2.0% cap on NAV and Class S purchases up to a 3.5% cap if charged by certain selling agents.
• Shares outstanding (as of March 31, 2026): 119,118,454 Class I Shares; 16,661 Class D Shares; 6,486,791 Class S Shares; 0 Class N Shares.

Why It Matters

• This filing signals a substantial capital raise ($305.2M) through an unregistered issuance of common shares priced at March-end NAV, which will increase the Fund’s shares outstanding once issued. Investors should note the potential impact on per-share metrics (NAV per share dilution depends on allocation and NAV) and that certain retail purchases of Class D or Class S shares could include an upfront sales load subject to stated caps. The offering was conducted without underwriter commissions and relied on private placement/Reg S exemptions.