Ares Core Infrastructure Fund 8-K

What Happened
Ares Core Infrastructure Fund filed an 8-K on July 8, 2026 reporting that, in its July 2026 monthly closing, it agreed to sell common shares of beneficial interest (Class I, D, N and S) for an aggregate purchase price of $1,114.2 million. The per-share purchase price will equal the Fund’s net asset value (NAV) per share for each class as of the last calendar day of June 2026 (NAV expected to be available within ~20 business days after July 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) of Regulation D and/or Regulation S.

Key Details

• Aggregate sale amount: $1,114.2 million (July 2026 monthly closing).
• Pricing: Shares priced at each class’s NAV as of June 30, 2026 (NAV release generally within 20 business days after July 1, 2026).
• Sales loads/fees: No upfront sales load on Class I Shares; Class D and Class N sales may incur up to a 2.0% cap on NAV; Class S up to 3.5% cap; charges determined by selling agents.
• Shares outstanding (as of June 30, 2026): Class I 156,778,327; Class D 2,032,450; Class N 31,294,764; Class S 12,004,931.

Why It Matters
This filing informs investors that the Fund raised capital through an unregistered NAV-priced issuance of common shares, increasing outstanding share counts and bringing in $1.1142 billion of new investment. Pricing tied to June 30 NAV means the exact per-share price depends on the Fund’s reported NAV for that date. Investors should note which share classes may incur upfront charges when purchased through selling agents and that the offering relied on private/offshore exemptions (Regulation D/Regulation S), not a registered public offering.