AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Policy quality-scores-2: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 2/6 · 18/10/2026
Moat50
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
structural advantage · 2/4 · Repeat institutional fundraising and multi-year fee relationships support a narrow relationship and switching-friction advantage. Peer superiority, network effects and a structural cost advantage are unestablished.
durability · 2/4 · Several years of remaining contractual terms and continued SMA fees support persistence. Short termination rights and annual renewals prevent treating all capital as securely locked in.
customer dependency · 2/4 · Repeat commitments demonstrate demand, and existing investments create fee persistence. Investors retain alternatives for future allocations and some relationships are readily terminable; operational indispensability is unproven.
erosion resilience · 2/4 · Repeat fundraising, immaterial historical departures and 2026 fundraising-driven fee growth counterbalance competitive and fee-pressure risks. They do not establish immunity to sustained underperformance or distribution competition.
Pricing power—
Insufficient evidence for every rubric criterion; no category score is inferred.
realized pricing · 2/4 · Observed effective rates moved in both directions: acquisition mix reduced first-quarter rates, while fundraising and Part I Fees increased later reported rates. These are mixed realized fee outcomes, without evidence of like-for-like price increases or realized broad fee cuts.
retention · 3/4 · Existing investors supplied 79% of direct institutional fundraising through repeat vintages or new products, demonstrating repeat demand. Historical departures were immaterial. This is operating evidence of repeat purchasing, not a measured renewal or retention rate.
margin resilience · — · Contractual fee bases can cushion revenue and FRE increased, but no comparable revenue-and-cost margin series establishes margin resilience. Acquisition, compensation and distribution costs also changed materially.
contractual freedom · 2/4 · Ares has no obligation to modify existing-fund fees, supporting contracted economics. Defined fee schedules, investor bargaining pressure, termination rights and annual approvals limit unilateral repricing freedom.
Predictability—
Missing exact annual revenue, free cash flow or FCF margin; operating cash flow and capex must both be reported for all five years.
Financial strength—
Missing required inputs: debtFcfGrade, netDebtEbitGrade, currentRatioGrade. Equal-weight grades: debt/FCF (1–8x), net debt/earnings before interest and tax (0–5x), interest service (1–12x), current ratio (0.75–2x). Earnings use reported operating income, or reported pretax profit plus reported interest expense when operating income is unavailable. Interest service uses earnings/interest expense; if unavailable, it uses reported operating cash flow/cash interest paid, without relabeling cash paid as accrued expense. Nonpositive cash flow/earnings score 0 for their service component; reported zero interest with a positive numerator scores 100. Net cash scores 100 for net leverage. Missing disclosures remain unavailable. General nonfinancial-company rubric, not a credit rating; exceptional and nonoperating gains are not normalized out. IFRS finance-cost and cash-flow classifications retain their reported scope.
- interestCoverageGrade
- 34.86
- cashInterestPaid
- 675.80
- cashInterestCoverage
- 4.83
Capital allocation—
Missing required inputs: operatingReturn, dilution, cashConversionGrade. Three-year equal-weight indicators: pretax return on average invested capital (0–25%; equity + debt − cash, each year and its prior year), share-count growth (0–5%, lower better), share-based cost/revenue (2–20%, lower better), consolidated FCF/net income (0–1x). Return uses reported operating income or, if unavailable, EBIT calculated from reported pretax profit plus reported interest expense; exceptional/nonoperating gains are not normalized out. Share-based cost uses the reported cash-flow add-back or, if absent, separately reported recognized compensation expense; the latter never becomes an FCF adjustment. Nonpositive net income scores 0 for cash conversion; absent income/FCF stays unavailable. Nonpositive invested capital has no defined return and remains unavailable. Does not establish acquisition quality or buyback timing.
- 3-year average SBC / revenue (%)
- 9.78
Management56
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 2/4 · After-tax RI attributable per share increased from $2.57 in 2021 to $4.76 in 2025, alongside substantial company commitments. Acquisition financing costs, a realized guarantee loss, rising earnout exposure and shares delivered on vesting temper that record. RI excludes significant costs; acquisition returns and comprehensive cash generation are unavailable.
incentive alignment · 3/4 · Disclosed employee capital commitments, performance hurdles, personal carried-interest repayment obligations and multi-year equity vesting demonstrate substantive alignment mechanisms. Actual 2026 vesting is disclosed. Time-based awards, dilution and acceleration exceptions limit the assessment; no exceptional alignment is inferred.
execution · 3/4 · Substantial 2025 fundraising, repeat institutional commitments, five-year FRE growth and 2026 fundraising-driven fee increases demonstrate execution. Expanded property-management fees provide additional operating evidence. This assesses business execution indirectly, without establishing superior fund returns or successful acquisition payback.
governance · 1/4 · Record-date voting power is heavily concentrated in Class B shares, and Ares elected controlled-company exemptions. Independent audit and conflicts committees provide safeguards, but TRA provisions can permit payments exceeding cash tax savings. Minority shareholder protections remain weak.
Evidence
14 Table of Contents 2025 Highlights Fundraising In 2025, we raised $113.2 billion in gross new capital commitments for more than 190 different investment vehicles.
2025 Highlights—Fundraising · Filed 25/02/2026
Of the $113.2 billion, $77.4 billion was raised directly from over 540 institutional investors, including more than 235 that were new to Ares, and $35.8 billion was raised through intermediaries.
2025 Highlights—Institutional and intermediary fundraising · Filed 25/02/2026
Direct Lending Liquid Credit European Direct Lending Opportunistic Credit Real Estate Infrastructure Alternative Credit APAC Credit Secondaries: $12.9 Private Equity: $2.3 Private Equity Secondaries Infrastructure Secondaries Corporate Private Equity APAC Private Equity Credit Secondaries Real Estate Secondaries 15 Table of Contents Other Businesses: $7.1 Insurance The chart below summarizes gross new capital raised from existing and new direct institutional investors for the year ended December 31, 2025: Existing - Same Product Existing - New Product New In 2025, 79% of our fundraising from direct institutional investors was from existing investors that either committed to a new product or committed to a subsequent fund vintage within the same product.
2025 Highlights—Existing investor fundraising · Filed 25/02/2026
Numerous factors increase our competitive risks, including, but not limited to: •a number of our competitors in some of our businesses have greater financial, technical, marketing and other resources and more personnel than we do; •some of our funds may not perform as well as competitors’ funds or other available investment products; •several of our competitors have raised significant amounts of capital, and many of them have similar investment objectives to ours, which may create additional competition for investment opportunities; •some of our competitors may have a lower cost of capital and access to funding sources that are not available to us, which may create competitive disadvantages for us with respect to our funds, particularly our funds that directly use leverage or rely on debt financing of their portfolio investments to generate superior investment returns; •some of our competitors may have higher risk tolerances, different risk assessments or lower return thresholds than us, which could allow them to consider a wider variety of investments and to bid more aggressively than us for investments that we want to make; •some of our competitors may be subject to less regulation and, accordingly, may have more flexibility to undertake and execute certain businesses or investments than we do and/or bear less compliance expense than we do; •some of our competitors may not have the same types of conflicts of interest as we do; •in order to broaden distribution of certain of their private wealth products, some of our competitors may be willing to pay higher placement, servicing or other forms of distributor fees; our unwillingness to pay such fees may adversely impact the amount of capital we or our funds are able to raise in the private wealth channel; 42 Table of Contents •some of our competitors may have more flexibility than us in raising certain types of funds under the investment management contracts they have negotiated with their investors; •some of our competitors may have better expertise or be regarded by investors as having better expertise or reputation in a specific asset class or geographic region than we do; •our competitors that are corporate buyers may be able to achieve synergistic cost savings in respect of an investment, which may provide them with a competitive advantage in bidding for an investment; •our competitors have instituted or may institute low cost high speed financial applications and services based on artificial intelligence and new competitors may enter the asset management space using new investment platforms based on artificial intelligence; and •other industry participants may, from time to time, seek to recruit our investment professionals and other employees away from us.
Risk Factors—Competitive risks · Filed 25/02/2026
In recent years, however, there has been a general trend toward lower fees in the investment management industry.
Risk Factors—Industry fee trends · Filed 25/02/2026
Institutional investors have continued increasing pressure to reduce management and investment fees charged by external managers, whether through direct reductions, deferrals, rebates or other means.
Risk Factors—Institutional investor fee pressure · Filed 25/02/2026
Typically, terminations do not require liquidation of assets so that SMAs will continue to pay fees until the underlying investments are liquidated.
Management fees—SMA fees following termination · Filed 25/02/2026
110 Table of Contents Details regarding our management fees by strategy, excluding our publicly-traded funds and our perpetual wealth vehicles described separately, are presented below: Strategy Fee Rate Fee Base Average Remaining Contract Term(1) Credit Group Liquid Credit(2) 0.25% - 1.00% Par plus cash or NAV 9.3 years(2) Alternative Credit 0.50% - 1.50% NAV, gross asset value, capital commitments or invested capital 3.2 years Opportunistic Credit(3) 1.50% Invested capital or aggregate cost basis of unrealized portfolio investments 7.3 years U.S.
Management fees—Strategy rates and remaining contract terms · Filed 25/02/2026
and European Direct Lending(4) 0.75% - 1.50% Invested capital, NAV or total assets (in certain cases, excluding cash and cash equivalents) 5.5 years APAC Credit(5) 1.00% - 2.00% Capital commitments, aggregate cost basis of unrealized portfolio investments or a combination thereof 4.3 years Real Assets Group Real Estate(6) 0.45% - 1.50% Capital commitments, invested capital, GAV, NAV, aggregate cost basis of unrealized portfolio investments or a combination thereof 4.6 years Infrastructure(7) 0.75% - 1.50% Capital commitments, invested capital, GAV or NAV 6.3 years Secondaries Group Private Equity, Real Estate, Infrastructure and Credit Secondaries(8) 0.50% - 1.25% Capital commitments, invested capital, reported value (largely representing NAV of each fund’s underlying limited partnership interests), called capital plus unfunded commitments or reported value plus unfunded commitments 8.1 years Private Equity Group Corporate Private Equity(9) 1.50% Capital commitments 5.9 years APAC Private Equity(10) 1.00% - 2.00% Invested capital, capital commitments or a combination thereof 4.7 years Other Businesses Ares Insurance Solutions(11) 0.28% Monthly weighted average market value of assets N/A(11) (1) Represents the average remaining contract term pursuant to the funds’ governing documents within each strategy, excluding perpetual capital vehicles, as of December 31, 2025.
Management fees—Strategy rates, bases and remaining contract terms · Filed 25/02/2026
Although we have no obligation to modify any of our fees with respect to our existing funds, we may experience pressure to do so.
Risk Factors—Existing-fund fee obligations · Filed 25/02/2026
While clients of our customized separate account and advisory account businesses may have multi-year contracts, many of these contracts are terminable upon 30 to 90 days’ advance notice to us.
Risk Factors—Separate and advisory account termination rights · Filed 25/02/2026
Perpetual capital may be withdrawn by investors under certain conditions, including through an election to redeem an investor’s fund investment or to terminate the investment management agreement, which in certain cases may be terminated on 30 days’ prior written notice.
Glossary—Perpetual capital withdrawal and termination · Filed 07/08/2026
In addition, the investment management or advisory agreements of certain of our publicly-traded funds and our perpetual wealth funds have one year terms, which are subject to annual renewal by such funds;
Glossary—Annual renewal of certain vehicle agreements · Filed 07/08/2026
In addition, the agreement may be terminated by ARCC’s board of directors, the affirmative vote of the holders of a majority of ARCC’s outstanding voting securities (each as required by the Investment Company Act) or its investment adviser without penalty upon 60 days’ written notice to the other party.
Risk Factors—ARCC termination without penalty · Filed 25/02/2026
Isolated departures have occurred in the past but have not had a material impact on our business.
Risk Factors—Historical client departures · Filed 25/02/2026
The chart below presents Real Assets Group management fees and effective management fee rates ($ in millions): 85 Table of Contents The following table presents the components of and causes for changes in the Real Assets Group’s management fees for the three and six months ended June 30, 2026 compared to the prior year ($ in millions): Three month change Six month change Fees from acquisitions: Fees from funds acquired in the GCP Acquisition, including catch-up fees from USLP IV $ (3.8) $ 30.8 Perpetual wealth funds: Base management fees from our open-ended core infrastructure fund; our diversified non-traded REIT; and our industrial non-traded REIT, driven by additional capital raised 17.4 30.5 Part I Fees from our open-ended core infrastructure fund, driven by an increase in net investment income from its growing portfolio of investments 7.3 13.3 Capital commitments to private commingled funds: Fees from US XI and EPEP IV, excluding catch-up fees 7.3 11.6 Catch-up fees from US XI in the first quarter of 2026 and from EPEP IV and ACIP II in the second quarter of 2025 (2.9) 1.7 Cumulative effect of other changes 1.4 4.9 Total $ 26.7 $ 92.8 The increases in effective management fee rates for the three and six months ended June 30, 2026 compared to the same periods in 2025 were primarily driven by additional capital raised and Part I Fees generated by our open-ended core infrastructure fund.
Real Assets Group—Management fee changes and effective rates · Filed 07/08/2026
These increases were partially offset by lower effective management fee rates from funds that we manage as a result of the GCP Acquisition.
Real Assets Group—Acquired funds' lower effective rates · Filed 07/08/2026
The decrease in effective management fee rate for the three months ended March 31, 2026 compared to the same period in 2025 was primarily driven by lower effective management fee rates from funds that we manage as a result of the GCP Acquisition.
Real Assets Group—First-quarter effective fee-rate decrease · Filed 08/05/2026
The overall impact of a short-term change in market value may be mitigated by a number of factors including, but not limited to, fee definitions that are not based on market value including invested capital and capital commitments, market value definitions that exclude the impact of realized and/or unrealized gains and losses, market value definitions based on beginning of the period values or a form of average market value including daily, monthly or quarterly averages as well monthly or quarterly payment terms.
Effect on Management Fees—Fee-base protections · Filed 25/02/2026
The following table presents the reconciliation of income before taxes as reported within the Consolidated Statements of Operations to RI and FRE of the reportable segments and OMG ($ in thousands): Year ended December 31, 2025 2024 2023 2022 2021 Income before taxes $ 1,286,893 $ 1,275,352 $ 1,333,063 $ 510,806 $ 1,065,690 Adjustments: Depreciation and amortization expense 241,925 157,341 233,185 335,083 106,705 Equity compensation expense 740,549 352,851 255,419 198,948 237,191 Acquisition-related compensation expense(1) 105,202 38,150 7,334 206,252 66,893 Acquisition-related incentive fees(2) — — — — (47,873) Acquisition and merger-related expense 65,363 57,360 12,000 15,197 21,162 Placement fee adjustment (3,891) 5,715 (5,819) 2,088 78,883 Other (income) expense, net 303,200 (12,172) 976 1,874 (19,886) Income before taxes of non-controlling interests in consolidated subsidiaries (15,112) (22,267) (17,249) (357) (23,397) Income before taxes of non-controlling interests in Consolidated Funds, net of eliminations (260,032) (302,846) (278,119) (119,664) (120,457) Total performance income—unrealized (762,534) (109,533) (305,370) (106,978) (1,744,056) Total performance related compensation—unrealized 594,661 36,823 206,923 88,502 1,316,205 Total net investment income—unrealized (447,916) (9,654) (176,815) (724) (54,123) Realized Income 1,848,308 1,467,120 1,265,528 1,131,027 882,937 Total performance income—realized (526,284) (430,179) (415,899) (418,021) (474,427) Total performance related compensation—realized 357,273 281,301 282,406 274,541 328,583 Total investment (income) loss—realized 96,003 43,495 31,706 6,803 (24,785) Fee Related Earnings $ 1,775,300 $ 1,361,737 $ 1,163,741 $ 994,350 $ 712,308 (1)Represents bonus payments and earnouts resulting from various acquisitions that are recorded as compensation expense and are presented within compensation and benefits within the Company’s Consolidated Statements of Operations.
Annex A—Five-year GAAP income, RI and FRE reconciliation · Filed 21/04/2026
A-1 The following table presents the reconciliation of RI to after-tax RI per share of Class A and non-voting common stock: Year ended December 31, 2025 2024 2023 2022 2021 After-tax Realized Income Realized Income before taxes $ 1,848,308 $ 1,467,120 $ 1,265,528 $ 1,131,027 $ 882,937 Entity level foreign, state and local taxes (49,841) (28,458) (28,606) (17,237) (14,435) Series A Preferred Stock dividends(1) — — — — (10,850) Realized Income 1,798,467 1,438,662 1,236,922 1,113,790 857,652 Corporate income taxes(2) (94,231) (90,839) (51,208) (52,043) (53,933) After-tax Realized Income $ 1,704,236 $ 1,347,823 $ 1,185,714 $ 1,061,747 $ 803,719 After-tax Realized Income per share $ 4.96 $ 4.15 $ 3.77 $ 3.46 $ 2.69 After-tax Realized Income per share of Class A and non-voting common stock Realized Income $ 1,798,467 $ 1,438,662 $ 1,236,922 $ 1,113,790 $ 857,652 x Average ownership % of Ares Operating Group 67.01 % 63.74 % 60.93 % 59.82 % 58.67 % Realized Income attributable to Class A and non-voting common stockholders $ 1,205,207 $ 916,978 $ 753,713 $ 666,253 $ 503,143 Corporate income taxes(2) (94,231) (90,839) (51,208) (52,043) (53,933) After-tax Realized Income attributable to Class A and non-voting common stockholders $ 1,110,976 $ 826,139 $ 702,505 $ 614,210 $ 449,210 After-tax Realized Income per share of Class A and non-voting common stock $ 4.76 $ 3.97 $ 3.65 $ 3.35 $ 2.57 (1)12,400,000 shares of 7% Series A Preferred Stock were redeemed on June 30, 2021.
Annex A—After-tax realized income per share · Filed 21/04/2026
open-ended industrial real estate fund that varies based upon a three-year measurement period calculated for each fund investor Realized investment income and interest income •Income of $20.1 million from our APAC real estate equity and real estate debt funds •Income of $3.5 million from US VIII, which is past its investment period and monetizing investments •Income of $15.6 million primarily from our real estate debt and infrastructure debt funds •Interest earned from loans that we made within our real estate debt strategy •Income of $1.2 million from the sale of an infrastructure opportunities fund’s investment in a wind energy company •Realized loss of $12.4 million associated with a guarantee of a credit facility provided in connection with a historical acquisition Interest expense increased over the comparative period primarily due to financing costs incurred in connection with the GCP Acquisition.
Real Assets Group—Realized income, guarantee loss and acquisition financing costs · Filed 25/02/2026
As of December 31, 2025, we and our employees had more than $7.2 billion invested in or committed to Ares-managed vehicles, including $3.4 billion of capital commitments from Ares, $3.6 billion of capital commitments from our employee co-investment vehicles and $0.2 billion of employee investments in our publicly-traded funds and our perpetual wealth vehicles.
Business—Company and employee investment commitments · Filed 25/02/2026
The maximum exposure for the contingent earnout arrangements was $351.7 million and $175.0 million as of June 30, 2026 and December 31, 2025, respectively.
Commitments and Contingencies—Acquisition earnout exposure · Filed 07/08/2026
Payments related to carried interest and incentive fee participation are not made unless specified performance hurdles are achieved.
Compensation Discussion—Performance hurdles · Filed 21/04/2026
Our senior professionals (including our NEOs) who receive allocations of carried interest are personally subject to this contingent repayment obligation, pursuant to which they may be required to repay previous distributions.
Compensation Discussion—Personal carried-interest repayment obligations · Filed 21/04/2026
Generally, restricted units are scheduled to vest in four equal installments on each of the second, third, fourth and fifth anniversaries of the applicable grant date, subject to continued service through the applicable vesting date (subject to certain exceptions as described in greater detail below, under “Compensation of our Executive Officers—Potential Payments upon Termination or Change-in-Control”).
Compensation Discussion—Restricted-unit service vesting · Filed 21/04/2026
For the six months ended June 30, 2026, 5.9 million restricted units vested and 3.3 million shares of Class A common stock were delivered to the holders.
Equity compensation—Units vested and shares delivered in first-half 2026 · Filed 07/08/2026
As of the Record Date, there were 222,023,639 shares of our Class A common stock outstanding representing 222,023,639 votes, 1,000 shares of our Class B common stock outstanding representing 783,766,262 votes and 104,328,294 shares of our Class C common stock outstanding representing 104,328,294 votes for a total of 1,110,118,195 votes.
Annual Meeting—Record-date voting power by share class · Filed 21/04/2026
Under the NYSE rules, a company of which more than 50% of the voting power for the election of directors is held by an individual, group or another company is a “controlled company” and may elect, and we have elected, and expect to continue to elect, not to comply with certain corporate governance requirements of the NYSE, including the requirement that the listed company have a nominating and corporate governance committee that is composed entirely of independent directors.
Risk Factors—Elected controlled-company governance exemptions · Filed 25/02/2026
Independent Directors As part of the Company’s corporate governance practices, and in accordance with NYSE corporate governance listing requirements for a “controlled company”, the Board has established a policy requiring that the audit committee and conflicts committee be composed of entirely independent directors.
Corporate Governance—Independent audit and conflicts committees · Filed 21/04/2026
As a result, in certain circumstances, payments could be made under the tax receivable agreement in excess of our cash tax savings.
Related Transactions—Potential TRA payments exceeding cash tax savings · Filed 21/04/2026
Management Fees. Within the Credit Group, our publicly-traded and our perpetual wealth funds contributed $29.4 million and $66.8 million of the increases in management fees for the three and six months ended June 30, 2026, respectively, compared to the same periods in 2025, primarily driven by increases in FPAUM associated with fundraising.
Management Fees—Credit fundraising contribution · Filed 07/08/2026
Other Fees. The increases in other fees for the three and six months ended June 30, 2026 compared to the same periods in 2025 were driven by: (i) higher property-related fees and administrative service fees of $5.6 million and $24.5 million, respectively, from funds acquired in the GCP Acquisition; and (ii) higher property management fees of $5.0 million and $9.7 million, respectively, as we expand these services across more properties and earn the fees for services that were previously provided by third-parties.
Real Assets Group—Acquired and internalized service fees · Filed 07/08/2026
The increase was primarily driven by supplemental distribution fees, which increased by $9.3 million for the year ended December 31, 2025 compared to the prior year, as we expanded our wealth product offerings with our open-ended core infrastructure fund.
Real Assets Group—Higher supplemental distribution fees · Filed 25/02/2026
107 Table of Contents Available Capital and Assets Under Management Not Yet Paying Fees The charts below present our available capital and AUM not yet paying fees by segment ($ in billions): Credit Real Assets Secondaries Private Equity Other Businesses As of December 31, 2025, AUM not yet paying fees includes $78.8 billion of AUM available for future deployment and $4.3 billion of development assets not yet stabilized that could collectively generate approximately $730.4 million in potential incremental annual management fees, which represents a 23% embedded growth rate in our 2025 base management fees.
Available Capital—Potential fees from AUM not yet paying fees · Filed 25/02/2026
