Ares Core Infrastructure Fund 8-K

What Happened

• Ares Core Infrastructure Fund filed an 8-K on May 7, 2026 (Item 3.02) disclosing it agreed to sell common shares (Class I, D, N and S) for an aggregate purchase price of $712.6 million. The per-share price will equal the Fund’s net asset value (NAV) per share for each class as of the last calendar day of April 2026 (generally expected to be available within 20 business days after May 1, 2026).
• The Fund said no underwriting discounts or commissions were or will be paid. The share issuance is being made without registration under the Securities Act, relying on Section 4(a)(2), Rule 506(b) of Regulation D and/or Regulation S.

Key Details

• Aggregate purchase price: $712.6 million for Common Shares across Class I, D, N and S.
• NAV pricing: price per share = NAV per share as of April 30, 2026 (NAV to be published ~within 20 business days after May 1, 2026).
• Upfront sales loads: none for Class I; selling agents may charge Upfront Sales Loads for Class D ( capped at 2.0% of NAV), Class N ( capped at 2.0%), and Class S ( capped at 3.5%).
• Outstanding shares as of April 30, 2026 (Item 8.01): 129,940,620 Class I; 20,810 Class D; 8,524,981 Class S; 0 Class N.

Why It Matters

• This private sale raises significant capital ($712.6M) for the Fund, which can affect the Fund’s cash position, investment capacity and total assets under management.
• Pricing tied to the April 30, 2026 NAV means the per-share issuance price reflects the Fund’s most recent reported NAV rather than a market trading price.
• No underwriting fees lowers transaction cost; however, some retail investors buying through certain selling agents could pay an upfront load (subject to the stated caps), which affects the net amount invested.
• The outstanding-share counts show Class I dominance (large majority of shares), which is relevant for understanding investor class mix and potential dilution from new issuances.