Ares Capital Corporation Stock

Good afternoon, everyone. Welcome to the Ares Capital Corporation's Third Quarter Ended September 30, 2026 Earnings Conference Call. [Operator Instructions] As a reminder, this conference is being recorded on Tuesday, October 27, 2026. I will now turn the call over to Mr. John Stilmar, Partner of Ares Public Markets Investor Relations. Please go ahead, sir.

Thank you, and good afternoon, everybody. Let me start with some important reminders. Comments made during the course of this conference call and webcast as well as the accompanying documents contain forward-looking statements and are subject to risks and uncertainties. The company's actual results could differ materially from those expressed in such forward-looking statements for any reason, including those listed in its SEC filings. Ares Capital Corporation assumes no obligation to update any such forward-looking statements.

Please also note that past performance or market information is not a guarantee of future results. During this conference call, the company may discuss certain non-GAAP measures as defined by SEC Regulation G, such as core earnings per share or core EPS. The company believes that core EPS provides useful information to investors regarding financial performance because it's 1 method the company uses to measure its financial condition and results of operations.

A reconciliation of GAAP net income per share, the most directly comparable GAAP financial measure to core EPS can be found in the accompanying slide presentation for this call. In addition, reconciliations of these measures may also be found in our earnings release filed this morning with the SEC on Form 8-K. Certain information discussed on this conference call as well as the accompanying slide presentation include credit ratings and information relating to portfolio companies, was derived from or obtained from third-party sources and has not been independently verified.

And accordingly, the company makes no representation or warranties with respect to this information. The company's Third Quarter September 30, 2026 Earnings Presentation can be found on the company's website at www.arescapitalcorp.com by clicking on the Third Quarter 2026 Earnings Presentation link on the Events and Presentations page of the Investor Resources section of Ares Capital Corporation's earnings release and Form 10-Q are also available on the company's website. Now I'd like to turn the call over to Kort Schnabel, Ares Capital Corporation's Chief Executive Officer. Kort?

Thanks, John, and hello, everyone, and thank you for joining our earnings call today. I'm joined by Jim Miller, our President; Jana Markowicz, our Chief Operating Officer; Scott Lem, our Chief Financial Officer; and other members of the management team who will be available during our Q&A session. This morning, we reported solid third quarter results with core earnings of $0.46 per share, representing an annualized return on equity of approximately 9.5%.

Our underlying investment portfolio remains healthy as borrower cash flow growth supports strong credit performance and steady net asset value per share, while our level of nonaccrual loans and problem assets remained stable at historically low levels. Our earnings are well positioned to potentially benefit from an expected higher level of interest rates, and we entered the seasonally strongest fourth quarter from a position of considerable financial strength after taking a number of important actions to advance ARCC's strategic and financial priorities.

Most notably, this morning, we announced our agreement to acquire MidCap Financial Investment Corporation, or MFIC. The transaction is expected to be modestly accretive to core earnings per share, providing attractive financial benefits from the outset while also creating strategic value that we believe extends well beyond the initial economics. A key driver of value creation from this acquisition is the added scale that this broad-based and well-diversified portfolio brings to ARCC.

With this combination, the MidCap Financial portfolio is expected to add over 200 additional incumbent positions, increasing our portfolio to over 800 portfolio companies and expanding the number of sponsors we have transacted with to over 600 sponsors. This will further strengthen our long-standing middle market presence and broaden the relationships from which we can generate future investment opportunities. Based on the depth of our due diligence on each investment in the portfolio along with firm and direct financial support from Ares management, we believe we have an excellent foundation in place for this transaction to add to our track record of successful acquisitions over our 22-year history as a public company.

Importantly, and central to our view on the quality of the portfolio, the vast majority of the discount to NAV was concentrated in a small percentage of investments that consisted primarily of situations that, in our view, involved greater uncertainty of business outcomes and resulted in wider bid-ask spreads. Consolidation has been an important part of our history. We have consistently used periods of market volatility and dislocation to create differentiated opportunities for our shareholders while building greater scale and a durable cost of capital advantage.

In fact, upon closing the acquisition of MidCap, formerly Apollo Investment Corporation, ARCC will have acquired all 3 of the largest BDCs in operation at the time of our IPO over 20 years ago, including Allied Capital and American Capital. Our track record of disciplined consolidation has created significant value for our shareholders as both Allied and American Capital generated IRRs in excess of 20% over the 3 years following their respective acquisitions.

The value of these acquisitions, however, has extended well beyond the assets we acquired. They have expanded our scale, deepened our sponsor and borrower relationships, broadened our incumbent portfolio and strengthened our ability to originate attractive investments. While we have similar enthusiasm for the MidCap acquisition, its size relative to ARCC positions the transaction as additive rather than transformative. Turning to the broader investment environment.

Macroeconomic shifts and geopolitical developments created greater uncertainty around transaction activity during the third quarter. Volatility around interest rates, inflation and global trade reduced visibility and elongated M&A processes across the market. Combined with our continued discipline and highly selective approach to new investments, this resulted in a more modest pace of new investment activity during the third quarter. Importantly, we view much of the slower origination volume during the third quarter as a matter of timing since underlying deal review activity remained strong.

In the third quarter, we reviewed more transactions than we did 1 year ago. And year-to-date, we have reviewed approximately 25% more transactions than in the prior year. More broadly, our extensive market coverage, including our specialized lending verticals has enabled us to review more than $1 trillion of potential investment transactions over the past 12 months. As transaction time lines have extended, more of that activity is carrying into the fourth quarter, providing greater visibility into the months ahead as borrowers and sponsors continue to place a premium on lenders that can provide certainty of close.

So far in the fourth quarter, we have closed on $1.1 billion investment backlog now stands at approximately $2.5 billion. When taken together, our post quarter end originations and backlog are at historically strong levels, which further supports our enthusiasm for a recovery in investing activity. More broadly, across the U.S. direct lending market, we continue to see a constructive environment for lenders with market pricing, terms and lender protections remaining stable at generally favorable levels by historical standards.

As we progress through the fourth quarter, we have substantial liquidity, extensive access to financing, a large and diversified incumbent portfolio and the connectivity of the broader Ares platform, leaving us well positioned to pursue opportunities as they emerge. With respect to our quarterly dividend, we continue to believe ARCC's current regular dividend appropriately reflects the underlying earnings power of the business.

While earnings will naturally fluctuate from quarter-to-quarter, the strength of our portfolio, attractive market pricing and terms, the current interest rate environment and the expected benefits from the acquisition I discussed earlier reinforce our confidence in the current dividend level. Our substantial spillover income provides additional flexibility during periods when quarterly earnings temporarily fall below the dividend. Ultimately, our focus remains the same: use ARCC's financial strength, scale and connectivity to generate attractive long-term returns for our shareholders and maintain the stability of our regular quarterly dividend as we have for more than 17 years. With that, I will turn the call over to Scott to take us through our financial results and balance sheet.

Thanks, Kort. I will begin by reviewing several key financial metrics from the third quarter, then discuss our balance sheet and funding activity and conclude with an update on the dividend and taxable spillover income. This morning, we reported GAAP net income per share of $0.44, up from $0.24 in the second quarter of 2026. The sequential improvement was largely driven by net unrealized appreciation primarily from mark-to-market improvements on investments.

Core earnings were $0.46 per share compared to $0.47 in the prior quarter, primarily reflecting lower capital structuring fees due to the longer transaction time lines Kort referenced alongside continued healthy portfolio performance. Looking forward, our earnings remain sensitive to changes in base rates given the predominantly floating rate nature of our portfolio.

Based on our balance sheet at quarter end and assuming no changes in our investment and borrowing structure, every 100 basis point increase in base rates will create about $0.02 per share of earnings tailwind for us per quarter. Keep in mind, the recent increase in base rates occurred just prior to quarter end. Given the timing of contractual rate resets across our floating rate loan portfolio, it typically takes about a quarter for changes in base rates to be fully reflected in earnings. So we would expect to start seeing some of the interest income benefit in the fourth quarter.

Turning to the balance sheet. Our total portfolio at fair value at the end of the third quarter was $29.2 billion compared with $29.3 billion at the end of the second quarter, primarily reflecting net exit and repayment activity. Our net asset value ended the quarter at $13.9 billion or $19.31 per share, which represents a decrease of $0.04 per share from a quarter ago.

The relative stability of our NAV this quarter builds on a long-term record that we believe distinguishes ARCC within the BDC sector. Since inception, we have grown NAV per share by more than 25%, while also delivering stable and attractive dividends to our shareholders.

Turning to our debt capital. We reported net leverage of 1.06x debt to equity compared to 1.12x last quarter. Pro forma for an unsettled trade payable related to a portfolio acquisition that closed at quarter end, our net leverage would have been 1.10x with approximately $7 billion of available liquidity.

Our maturity profile remains well laddered with no unsecured notes maturities for the remainder of 2026 and just $1.4 billion maturing in 2027. With modest leverage, substantial liquidity and limited near-term maturities, we have meaningful capacity to support new investment opportunities.

We continue to strengthen that position during the quarter through several financing activities. In September, we issued $750 million of 7-year unsecured notes due in 2033 at a spread of 185 basis points over treasuries, representing the lowest new issue spread and longest duration in the BDC sector during the quarter.

In addition, we took advantage of favorable market conditions to reset our inaugural $476 million debt securitization, reducing its weighted average spread by 35 basis points while extending both its reinvestment period and final maturity. This lowers our cost of capital while further strengthening the duration and flexibility of our funding profile.

We also enhanced our cost of capital during the quarter by accessing the commercial paper market under the $1 billion program we established last quarter. By maintaining $200 million to $300 million of commercial paper outstanding on average during the quarter, we reduced our borrowing cost by approximately 70 basis points on these amounts compared with borrowing under our corporate revolver.

At quarter end, we had no commercial paper outstanding. Taken together, these actions continue to advance our balance sheet objectives of maintaining diversified access to capital, lowering our funding costs where appropriate and preserving significant liquidity and financial flexibility.

Looking ahead, we believe scale, broad financing capabilities and a proven track record will remain increasingly important differentiators. As the highest rated BDC across all 3 major rating agencies, ARCC is well positioned to support our investment activity through changing market conditions. We believe these advantages have been important contributors to our long-term performance and will continue to serve us well across market cycles.

Consistent with this approach, in conjunction with today's announcement to acquire MFIC, we obtained a $750 million upsized commitment to our existing Wells Fargo-led funding facility that we expect to close upon the consummation of the acquisition, subject to customary closing conditions.

As we prepare for a larger pro forma portfolio, we remain proactive in expanding our funding capacity alongside the growth of the business. While we continue to explore additional financing opportunities ahead of closing, our significant existing liquidity, coupled with this upsize provides sufficient capacity to acquire the MFIC portfolio without the need for additional debt capital.

Finally, our fourth quarter 2026 regular dividend of $0.48 per share is payable on December 29 to stockholders of record as of December 15. As Kort mentioned, we are proud of the fact that ARCC has now paid stable or increasing regular quarterly dividends for 69 consecutive quarters.

Turning to our taxable income spillover. We finalized our 2025 tax returns and determined that we carried forward $983 million or $1.37 per share available for distribution to stockholders in 2026. As Kort mentioned, we believe our meaningful taxable income spillover provides further support for the long-term stability of our dividends and continues to be 1 of our significant differentiators. I will now turn the call over to Jim to walk through our investment activities.

Thank you, Scott. I'll start with some additional context on our investment activity and then discuss the performance and positioning of the portfolio. Against an uneven transaction environment and in navigating various economic and geopolitical cross currents, we continue to prioritize selectivity and maintaining our underwriting standards.

We originated $2.1 billion of new investment commitments during the quarter, while our closing ratio was moderately below our historical average of approximately 5%. We believe this discipline has been an important contributor to our long-term investment performance.

At the same time, our scale, incumbent relationships and broad market presence continue to provide access to attractive opportunities across a variety of channels, including opportunities outside of traditional transaction activity. In addition to agreeing to acquire MFIC, ARCC, alongside other Ares funds acquired a portfolio of high-quality loans from an institutional investor.

This represents another good example of nontraditional transaction activity as this year's volatility reinforced Ares' position as a natural solution provider in a market we have invested in for decades. Our familiarity with many of the businesses and management teams represented in the portfolio advantaged us in our underwriting of the portfolio and, in our view, allowed us to provide a differentiated solution.

The transaction also added new borrowers to the portfolio, expanding ARCC's connectivity across the middle market and creating additional avenues for future investment. This transaction illustrates the value of both sides of our origination model, the ability to deepen relationships with existing borrowers while continuing to expand our opportunity set through new relationships.

Furthermore, this fully performing portfolio was acquired at a modest discount, supporting what we view as attractive overall economics. Together with MFIC, ARCC's relationship with Ares, combined with the scale of the broader platform and its ability to deliver differentiated solutions can create value that extends well past the investments themselves.

We believe those advantages become even more meaningful when markets are less predictable. Beyond these larger strategic opportunities, our existing portfolio provides a consistent source of opportunity across our investment activity. Approximately 60% of our third quarter commitments were with existing portfolio companies, and we have expanded our share of many of these borrowers' financing needs over time.

These relationships allow us to invest behind the businesses and management teams we know well and where appropriate, increase our exposure to stronger performing borrowers. While the pace of originations during the third quarter was more measured, we continue to originate at attractive economics relative to the broader market.

First lien spreads on our new originations widened 50 basis points from the prior quarter and leverage levels decreased by 0.5 turn, while terms and lender protections remain strong. Our broad opportunity set is supported by a diverse portfolio of 636 companies [Technical Difficulty] that continue to perform well.

Our portfolio companies generated weighted average LTM organic EBITDA growth of approximately 7%, broadly in line with our long-term average. As a reminder, this measure reflects only organic growth and excludes the impact from M&A. Performance across our largest industries was even stronger with our top 10 industries in aggregate growing above the portfolio average.

Specifically within our software portfolio, we continue to see strong operating performance across our investments with organic LTM EBITDA growth in line with the broader portfolio average during the third quarter. Within our software portfolio, only 1 small loan is currently on nonaccrual, and our debt investment remains supported by loan-to-value ratios in the low 40% range, providing substantial equity value beneath our positions.

More broadly, the strong operating performance we are seeing across the portfolio is complemented by stable credit metrics and capital structures. The average leverage of our borrowers was unchanged since last quarter, and the weighted average interest coverage was 2.0x, which I will point out is based on market interest rates at 9/30 quarter end.

Importantly, both metrics are consistent with their 5-year averages. As Kort mentioned, credit performance also remains healthy. Loan-to-value remained approximately 47%, below our 10-year average, providing meaningful equity support beneath our investments.

Nonaccruals were unchanged sequentially at 2.4% of cost and remain well below our approximate 3% historical average since the global financial crisis and the BDC's historical average of approximately 4% over the same time frame. Our nonaccrual rate at fair value of 1.4% also remained well below our historical levels.

Further supporting the strength of our portfolio, our overall risk ratings remain stable with a weighted average of 3.1 and 19% of the portfolio at fair value in our lowest risk category, Grade 4, where we expect to realize returns above our cost basis. The share of the portfolio in Grade 4 has increased over the past few quarters and remains above our 10-year average.

Meanwhile, the share of our portfolio companies in our higher risk categories, Grades 1 and 2, remains comfortably below our 10-year average and represents less than 1/3 of the assets in the lowest risk Category 4. As we look ahead, we believe the combination of a healthy portfolio, differentiated sourcing relationships and our scale and breadth in the market positions us well as transaction activity progresses.

This allows us to remain patient and disciplined while maintaining our underwriting standards and pursuing opportunities that offer attractive risk-adjusted returns. As always, we appreciate you joining us today, and we look forward to speaking with you next quarter. With that, operator, please open the line for questions.

[Operator Instructions] [Technical Difficulty] [Operator Instructions]

Additionally, the Investor Relations team will also be available to address any further questions at the conclusion of today's call. We'll go first this afternoon to Rick Shane of JPMorgan.

Obviously, interesting full circle to see you guys complete sort of the -- or get close to completing the trifecta of the 3 [ largest ]. So that is exciting. I wanted to ask about the close rate on the quarter. You guys said it dipped below 5%. The pipeline for the last couple of quarters has been larger than sort of the origination growth. And I'm curious, is this a function of you guys being deliberately more selective? Or is it just challenges of meeting of the minds as the market is repricing with borrowers and sponsors?

Rick, thanks for the question. I would say it's a little bit of both of those things that you mentioned. I think that -- we are being slightly more selective in this environment, just given obviously all the volatility going on and uncertainty out there in the world and the economy.

So that's a part of it. But additionally, it's just a slower overall deal environment, which is contributing to the more measured pace of origination as well. So it's all of the above in there.

Got it. And as you guys close the acquisition and rotate that portfolio, does this transaction in any way beyond sort of recycling of capital create additional liquidity in a time when your peers and competitors are constrained?

Yes. We do think it should help us create more liquidity. Obviously, we're in a position of competitive strength right now. We already were in a great position of competitive strength given our superior liquidity position, and this should only boost that even more.

Got it. Any way to quantify that beyond better?

Not really. I mean it's always a larger portfolio we're going to have. So they're going to have more repayments. I think historically, we've seen repayment rates, at least in our portfolio be 30%, 35%. So you'll just see natural turnover. And if we can actively sell things off the portfolio, we'll do that, too. We've got a track record of doing that from our previous acquisitions as well.

We go next now to Paul Johnson with KBW.

I think it's a very impressive structure of a deal that you guys have put forth here for MFIC. I was curious in terms of the discount to MFIC's preliminary NAV in the acquisition price, I guess how much of that is kind of due to expected credit losses between now and closing versus, I guess, negotiating leverage just given the discount and share in MFIC's shares prior to the announcement?

And then I guess the second question I would have to that is, are these -- I guess, the conditions here in your ability to acquire assets at a discount, is that unique, I guess, to this situation where there's sort of kind of one-off conditions to make that possible by the seller? Or is this something that could be replicated I guess, elsewhere in other acquisitions in the space?

Yes. So on the discount, I would just repeat something that we said in the prepared remarks, which is -- and maybe provide a little more color on it, which is the portfolio was largely or is largely a performing portfolio. And the vast majority of the portfolio, we saw relatively eye to eye on the marks.

There is a smaller percentage of the portfolio that has outcomes that are more uncertain on those names. And so that is where the vast majority of the discount was centered. I do want to highlight a really important point that I think is clear, but just to make sure it is, the cash consideration being provided by Ares management is a really important component of the deal.

It allows ARCC to buy the assets at an even deeper discount while still providing the MidCap shareholders with a nice premium. And obviously, it's a valuable transaction to sort of have a win-win here for, I think, all the different parties, but that piece certainly helped contribute to the deeper discount and made it really a great transaction for ARCC.

As it pertains to any future transactions, obviously, not really a position to -- we're not in a position to speculate on that on a call like this or provide any kind of guidance. I think the only thing to say, and we've been asked on previous calls about likelihood of acquisitions.

And the only thing to say is just, obviously, in this environment and given our competitive advantages and where our stock is trading relative to the peer set, we're in a pretty good position to review and potentially capitalize on any other opportunities that might be out there.

Got it. That's very helpful. And in terms of just like the portfolio retention for MidCap's portfolio post closing, I guess, would you expect there to be any sort of digestion period or slowdown of originations in anticipation of closing? Or is the deal, I guess, simply small enough that you wouldn't expect any kind of change to the cadence and deployment?

Yes. You shouldn't expect to see any impact there. Again, while it's an exciting and strategic transaction, it's not that material from a size standpoint for us. So we don't expect any changes there.

Got it. And 1 last question for me on just credit. During the quarter, I guess, speaking a little bit more broadly to the portfolio company itself, but I was curious of your thoughts on the recent restructuring or sorry, should call it, recapitalization of Symplr Software with the preferred capital being raised there. I was wondering if that particular deal offers, I guess, more of a blueprint for any other distressed software company in the market or just, I guess, more of a one-off scenario for this particular company? That's all for me.

Happy to take that. I think it is a good example and maybe a bit of a blueprint. But -- we've been talking about this for a while and sort of repeat it again, the software portfolio, just like many of the other companies in our portfolio that have a significant amount of equity value, we often see sponsor support to support equity value that remains in the company.

We often see a set of outcomes that you saw with Symplr with respect to repricing, getting better document terms, a variety of different things that we will achieve at a point in time when a negotiation takes place like that, where we end up in a better place, but it does -- it does show and highlight what we think will happen often if there -- and has happened historically very often in scenarios like that. So it's a great example. I think it's the right way to put it. It's a great example, and we sort of a playbook that we utilize often in situations like that.

We'll go next now to Arren Cyganovich at Truist Securities.

Congrats on the transaction. I got a quick question on the accretion, the modest accretion assumption assumed with this. Is the discount of that accretion is part of that discounted value assumed into the accretion? I feel like the deals from years past, a lot of the upside was kind of from, I don't know, loans or credits that you had marked down that had performed better than expected. Is that obviously a much smaller potential here, but is that also a potential opportunity on this transaction?

Yes, you got it exactly. So the accretion is really driven by 2 primary factors. The first is the discount and the higher yield that, that creates on those assets. And the second is just our cost of capital advantages, the benefits we have of scale versus the MidCap platform, and that will allow us also to generate the modest accretion that we're expecting.

Okay. And then kind of following up on Paul's question on maturity wall. I'm sure everybody saw the journal article about that today or yesterday. And this is something we've been talking about, so it's not new. But maybe a little bit of an update on what you're doing to proactively get in front of maybe some of the credits that might be in that kind of situation and where you might be in that process. We still have a decent runway until we get to '28.

Yes. I mean we saw the article. I think we can reflect on the Ares portfolio more than the market. And we look at what we're seeing in the future with respect to maturities. And if you look at '28, '29, the percent of maturities that we're expecting in that period of time is pretty typical. It's a standard sort of market level.

And so there isn't really anything there is really the short answer. And we're always actively and proactively looking at maturities and how we want to extend ahead of that. And I think this topic comes up quite often when people talk about maturity walls. It's not really -- it doesn't really play out as people expect.

For whatever reason, I'm not sure why it becomes a focus over and over again, but we're not expecting any specific issue there. And we're always looking at ways to extend for the right companies. And the level there that we're seeing in, I think, 2028 is about 10%, something like that. So there's nothing meaningful for us to have to deal with.

And even if you go forward to 2029 is about 13% of the portfolio as well. So not super outsized numbers in those 2 years on our book. And again, I'd just underscore what Jim said about Symplr as being a good example of how these maturities can get addressed. Company like that actually performing fine and has a capital structure that's a little over levered. But again, sponsor putting in equity, getting more time, first lien, second lien extending and giving the company more time to grow into its capital structure.

We'll go next now to Kenneth Lee with RBC Capital Markets.

Just in terms of the MFIC transaction, do you anticipate any potential change in the management fee rate in terms of the portfolio there that you're acquiring?

We do not.

Great. And just 1 follow-up, if I may. Just in terms of the average portfolio yields that you saw in the quarter, on a cost basis, they ticked up a little bit. Just wondering whether there was any specific drivers driving that pickup in portfolio yields there.

I mean, I think if I understood the question, we're just seeing a better market for lending right now. I think we saw about 50 basis points wider in the market, slightly better leverage levels, slightly better terms. We are seeing based on some of the cross currents we mentioned, the broadly syndicated market has moved off.

The direct lending market has moved off. So it's just a market right now that we really like and the conditions have improved quarter-over-quarter. So -- and it's continuing.

And there's probably a little bit of the recent base rate increases that are now starting to creep into the numbers in a good way. There's a little bit of a lag effect, generally a 1 quarter lag before that gets into our numbers. But I think you're starting to see a little bit of that as well. And all those things Jim talked about as well as the forecast for potential future base rate increases are what make us feel confident about the go-forward picture on earnings.

We'll go next now to Jason Stewart with Compass Point.

In terms of the MFIC transaction, is it your anticipation that all would be funded within ARCC or whether it's going to go to the IHAM vehicles?

Thanks for the question. Nothing is definitive yet, but I guess I would say that I think Ivy Hill is expected to play a role in the transaction, just given that most of the assets in the portfolio are actually minority participations in these loans. And again, it's largely a performing loan book.

And so those 2 factors mean that a bunch of these assets could be a strong fit for Ivy Hill Asset Management. But they're going to review the assets and make their own independent determination as to whether they want to purchase them. They'll start that review process between now and closing or even post closing, and we'll see where that shakes out. But I'd say it's likely and also say that IHAM has also played an important role in our prior acquisition as well, taking on the performing part of those loan books.

Okay. That's helpful. And then to follow up on your liquidity comment in terms of -- related to the marks, is the right way to think about how those marks will ultimately be realized? Is it time? Or is there a particular way to accelerate through financing structures, the realization of the liquidity discount?

Right. Yes. A little bit early to say. I would say it's probably over time is when we expect to be able to monetize those assets above their purchase costs. But at this point, obviously, we're still 5 or 6 months away from closing the transaction.

And so we don't actually know where we're going to mark these assets individually when the transaction does close and they come under our books because obviously, the marks are the point in time in the future and dependent on market conditions that might change between now and then or portfolio company performance that could change between now and then. So hard to say, but we do believe strongly that the accretion benefits will be there over time as we monetize the assets above our purchase price.

We'll go next now to Robert Dodd with Raymond James.

On the announcement. I mean a couple of questions. I mean, 1, on -- over the last sort of decade, not necessarily you guys, but the industry norm has sort of emerged to exclude any purchase price discount amortization or accretion from purchasing assets as a discount from the calculation of the incentive fee. Is it your intent to do that or just essentially treat it like OID and take the full incentive fee participation on that discount?

I think you're referring to probably the capital gains fee in terms of when you decide the...

No, just if you buy an asset at 90 and you accrete to par by maturity of the asset, there's accretion of income on a GAAP basis, right? Certainly what we've seen with other BDCs when they buy assets.

Yes, that's -- I'm not aware of that. I mean it's not how we've done our previous transactions. I do know there's a component of the capital gains incentive fee that gets adjusted for the cost basis, but nothing I'm aware of on the income side.

Got it. Got it. On -- just a follow-up to that. On the accretion, and you've addressed this partly already. I mean, is the modest accretion, which takes into -- that's kind of like the day 1 theory, right? It doesn't take into account -- I'm asking not to tell you, does that take into account like things you might do like if Ivy Hill comes into it. But none of those, I don't want to say, creative initiatives are necessary for day 1 accretion. Is that fair to say, but you may be able to squeeze out more accretion if you get more creative on how assets are allocated. Is that fair?

I think that's a fair characterization, Robert. Yes, it's 2 -- there's 2 different scenarios that could play out for us to give guidance around all those different considerations. I think all we feel confident in saying is that it will be modestly accretive. But the amount of accretion will depend on some of those different strategic moves or considerations that you mentioned and that we might be able to employ.

I guess I would just highlight again the -- a couple of things. The strategic importance of the transaction relative to the accretion. Obviously, the deal is just not that big, right? So we're bringing in $2.5 billion of assets. That's less than 1 quarter's worth of average originations for ARCC. So the level of accretion, although we certainly expect it to be positive, will be modest.

But the strategic benefits include expanding our number of borrowers from over 600 to over 800. It's a very complementary portfolio, I would say, to ours. Of the 229 portfolio companies, there's only 12 overlapping names. So there are a lot of new sponsor relationships that we're bringing sort of under the tent here at Ares Capital that we can kind of mine for future business opportunities. So there are a lot of really exciting strategic reasons for us to do this in addition to just the modest financial accretion impact.

We go next now to Peter Troisi with Barclays.

I have 1 on the MidCap transaction as well. How do you think the acquired portfolio will affect nonaccrual formation for the combined company? I guess the question is, should we expect the go-forward nonaccrual rate of the pro forma company to be higher?

Yes. So thanks, Peter. I mean, first off, we don't know what the actual portfolio is going to be until we obviously close on it. So MidCap has their own nonaccrual policy. But I would say when we acquire the assets, we certainly will apply our own nonaccrual policy as to what we think the assets should be accruing enough.

I think the good factor in play is that we're going to mark the assets day 1 at fair value, and that's going to be our cost basis going forward. And so that's ultimately -- when we think about recovery of that cost basis, it does factor as we think about whether the asset will go on accrual or not. So hard to say exactly the numbers going forward, but I think it goes back to the fact that it's a very small portfolio and that we do think that any nonaccruals are not going to materially move the needle for our nonaccruals.

Yes. So when we bring the assets on to our books, as Scott was saying, we will readjust the cost basis to be our purchase price. And I think you can assume that the nonaccrual assets are part of that small percentage of assets where there is a big bid-ask spread and we got a meaningful discount. So the dollar value of all those nonaccrual assets combined will not be very large.

Okay. Just 1 more for me. You mentioned you might look to expand your financing capacity. Maybe just expand on that a little bit more. I mean, obviously, the banks provided more secured financing commitments, but curious how this might affect your broader approach to debt funding and in particular, in the unsecured market.

Yes. So the commitment for the upsize was really more of effectively kind of a backstop for us just in case the markets are shut down between now and close. So we have effectively derisked the financing specifically this deal.

But assuming markets are open and functioning, which we hope they will be, we're going to -- it doesn't really change our plans in terms of how we finance our business in terms of unsecured and secured mix goes back to diversity and making sure we have a wide range of funding sources. So this doesn't change that at all.

We'll go next now to Melissa Wedel with UBS.

A lot of them have already been asked, but I think I wanted to follow up on the funding question. Would you expect any noise sort of in that first quarter or 2 and sort of winding down some of the MFIC debt funding facilities?

No, I don't think so. I think we actually have a pretty uncomplicated balance sheet structure, especially relative to ours. So yes, I'm not seeing any issues with any of that at all, quite honestly.

Okay. Okay. And then just pulling up to a higher level, I think it's interesting that you guys are pursuing this acquisition right now, and you've always been very flexible across capital structure, first lien, second lien, very diversified portfolio and also across the upper middle market and the core middle market.

I think we -- what we've been hearing from some managers is that there's been more spread compression more recently in the core middle market than perhaps in the upper middle market. And I think you've talked about that yourselves, too.

So from a strategic perspective, when you think about increasing your exposure to the sort of core middle market partly through this acquisition, but just generally, how does that line up with some of the opportunity set, maybe some of the different spread widening and contraction that you've seen in different parts of the market over time?

Yes. There's a couple of parts to that question. We maybe separate them out. 1 is what are we seeing in this portfolio today when we acquire it. And it goes back to what Kort had said about buying the assets well and feeling like we have a good return -- which includes our purchase price.

I think the second part of your question is more about the strategic part. And we found over many years that different parts of the market behave differently at different times. It's really important for us to be active in all parts of the market down to the low end and all the way up to large cap at all times, but in varying size or we may be much less active for a quarter or 2 or even 1 year in a part of the market that is less attractive or offering weaker relative value.

But we want to be around it and because they change, they move and they often move quickly. And so we will be very opportunistic at points in time when this part of the market can dislocate or just become more attractive. There's probably some truth to the comment around -- that you made around the lower end of the market or middle market being a little bit more competitive over the prior couple of quarters, but that doesn't mean it stays that way.

So it is highly strategic, again, to be active there. We also, by the way, have expressed the value of incumbency, the long-term value of being attached to an asset. Some of these companies will grow meaningfully. Their platforms, the sponsors are highly acquisitive. And we will look for moments and portions of the portfolio will become really, really valuable.

And so this is a granular 200-plus names where we're going to get the opportunity to go lean into a handful of those over time that we think will outperform or just become more suitable to us at moments in time. So I hope that answers your question, but there's a variety of reasons why this is valuable and strategic to us.

We'll go next now to Ethan Kaye with Lucid Capital Markets.

On the announcement. You kind of categorized the MFIC portfolio as a complementary to ARCC. I guess for those of us maybe who don't cover MFIC or maybe are kind of less familiar with them, can you maybe just high level kind of compare and contrast their strategy and portfolio with ARCC's?

Yes. It's obviously a publicly traded portfolio, so there's lots of information out there. We can't really provide anything more than what's public. Obviously, we're not going to own the assets for another 5 or 6 months. So in this window, there's just not too much more we can say.

But -- there -- as we already sort of stated, there's 229 portfolio companies. It's very diversified by sector. There are no big areas of concentration. I do believe it is very complementary to our portfolio in addition to there only being 12 overlapping names of the 229.

They also have less software allocation than we do, but more health care allocation. So those kind of balance each other out and create even more industry diversification on a pro forma basis. And other than that, there's a lot of information out there that people can pull about the portfolio.

But for now, probably can't say. I guess maybe the last thing is, and Melissa already hit it on her question, the -- it is more of -- a little bit more of a core middle market portfolio. Average EBITDA size is in kind of the $50 million, $55 million ZIP code. So it does also complement our portfolio nicely in that respect.

Okay. I appreciate that. And then I guess 1 unrelated to MFIC kind of on increasing base rates here. So it seems like kind of most portfolio companies, at least in your portfolio, have some room to kind of absorb higher rates. Is there kind of a level of base rates or maybe a period of time at which base rates stay elevated where you kind of start to worry more about credit issues there? Obviously, a tailwind for earnings, but thinking about the other side there.

Yes. I mean definitely want to start by agreeing that it is a great tailwind for earnings. And maybe some historical reference around base rates and sensitivity there as well as where the portfolio sits today.

So the portfolio today sits with around 2.0x interest coverage. So there's a fair amount of cushion there that exists in the portfolio that we have. Second, a 1% base rate increase, which I think is what is sort of embedded in the forward curve is something that we think is very manageable for our portfolio.

We saw back, I think it was in '23, it was more of a 5% type move and had great performance coming through that period of time and did a lot of work around interest rate sensitivities and manage through that. At 1% and more, we feel like there's extremely a net positive for the business, and it's something that the portfolio companies can handle. There may be obviously on the tail end, some portfolio companies that will get a little more stressed as you push on that string. But we don't view it's going to be a meaningful contributor.

[Operator Instructions]

We'll go next now to Chris Muller with Citizens Capital Markets.

Nice to be on with you today and congrats on the transaction. So I guess leverage on the MFIC portfolio is above where you guys typically run. I guess, longer term, what would the plan for that portfolio be? Are you guys going to intentionally bring down leverage there or just kind of naturally let it run off as capital gets recycled over time?

Yes. Look, when we bring their portfolio into ours, it doesn't change our overall leverage strategy at ARCC. So I think we're still targeting the 0.9x to 1.25x, and we've been kind of in that 1.1x-ish range the past few quarters. So I think, again, given the size of the portfolio we're bringing on, it's not going to change our leverage profile going forward.

Got it. And I mean, the number of portfolio companies increases by a decent amount. Can you guys just talk through the asset management process and how you absorb that increase? Is there a need to increase headcount at all? Or is this just kind of plug into existing processes you guys have in place?

Yes, great question. Obviously, there is a fair amount of infrastructure that we can leverage. But with a couple of hundred new names, we definitely are looking to bring on some more headcount at the manager and invest in that to continue to support a growing portfolio, but that's no different than what we do on an ongoing basis as we naturally have been organically growing our number of borrowers over time. So maybe a little bit more of a step function in conjunction with this, but it's easily managed, I think, given our history and given the existing infrastructure and resources we have.

And ladies and gentlemen, this concludes our question-and-answer session. Mr. Schnabel, I'd like to turn things back to you, sir, for any closing comments.

Great. Well, thanks, everybody, for joining us and for all your support and engagement, and we look forward to connecting with you all on our next quarterly call.

Thank you, Mr. Schnabel. Ladies and gentlemen, this concludes our conference call for today. If you missed any part of today's call, an archived replay of the call will be available approximately 1 hour after the end of the call through November 27, 2026, at 5:00 p.m. Eastern Time to domestic callers by dialing toll-free 1 (800) 839-1247 and to international callers by dialing (402) 220-0470. An archived replay will also be available on a webcast link located on the homepage of the Investor Resources section of Ares Capital website. Thanks again for joining us, everyone. We wish you all a great day.

Good afternoon. Welcome to Ares Capital Corporation's Second Quarter ended June 30, 2026 Earnings Conference Call. [Operator Instructions] As a reminder, this conference is being recorded on Wednesday, July 29, 2026.

I will now turn the call over to Mr. John Stilmar, Partner of Ares Public Markets Investor Relations.

Thank you. Now let me start with some important reminders. Comments made during the course of this conference call and webcast as well as accompanying documents contain forward-looking statements and are subject to risks and uncertainties. The company's actual results could differ materially from those expressed in such forward-looking statements for any reason, including those listed in its SEC filings. Ares Capital Corporation assumes no obligation to update any such forward-looking statements.

Please also note that past performance or market information is not a guarantee of future results. During this conference call, the company may discuss certain non-GAAP measures as defined by SEC Regulation G, which encompasses measures such as core earnings or core EPS. The company believes that core EPS provides useful information to investors regarding financial performance because it's one method the company uses to measure its financial condition and results of operations.

A reconciliation of GAAP net income per share, the most directly comparable to GAAP financial measure to core EPS can be found in the accompanying slide presentation for this call. In addition, a reconciliation of these measures may also be found in our earnings release filed this morning with the SEC on Form 8-K. Certain information discussed in this conference call and the accompanying slide presentation, including credit ratings and information relating to portfolio companies, was derived or obtained from third-party sources and has not been independently verified. And accordingly, the company makes no representation or warranty in respect to this information.

The company's second quarter ended June 30, 2026 earnings presentation can be found on the company's website at www.arcc.ares.com by clicking on the Second Quarter Earnings Presentation link on the Events and Presentations page of the Investor Resources section of Ares Capital Corporation's earnings release and in the Form 10-Q, which are also available on the company's website.

I'd like to now turn the call over to Mr. Kort Schnabel, Ares Capital Corporation's Chief Executive Officer. Kort?

Thanks, John, and hello, everyone, and thank you for joining our earnings call today. I'm joined by Jim Miller, our President; Jana Markowicz, our Chief Operating Officer; Scott Lem, our Chief Financial Officer; and other members of the management team who will be available during our Q&A session.

This morning, we reported solid second quarter results with core earnings of $0.47 per share, representing an annualized return on equity of 9.7%, consistent with the prior quarter. We also continue to see healthy overall portfolio performance with attractive organic EBITDA growth and historically low levels of nonaccruing loans and problem assets.

As Scott will discuss later, we continued to enhance our already strong balance sheet during the quarter, and we are well positioned with significant available capital for new investment opportunities and no meaningful near-term maturities. Let me begin with a few observations on the market environment. We saw fewer deals close across the market in the second quarter as sponsors and borrowers continue to navigate a more uncertain macroeconomic backdrop. This was particularly evident in a lack of sponsor-backed M&A activity.

As the quarter progressed, we became more active. We reviewed over 25% more transactions than in the prior quarter, and June marked one of our strongest months for new transactions reviewed in the past 2 years. We believe this momentum reflects the value borrowers and sponsors place on the stability and scale of our capital in a more selective financing environment, particularly as we have seen some managers more heavily indexed to retail capital become less active.

As uncertainty persists, borrowers and sponsors are increasingly focused not only on execution, but also on partnering with lenders they are confident can provide incremental capital throughout the cycle. We believe Ares and ARCC remain meaningfully differentiated in this regard.

Ares' institutionally focused fund complex is supported by stable, long-term capital and substantial dry powder, providing borrowers with confidence that we can support their financing needs across market cycles. Those advantages reinforce ARCC's position as the largest publicly traded BDC and the highest-rated BDC across the 3 major credit rating agencies, supporting differentiated access to capital and financing flexibility. We believe these strengths continue to set ARCC apart and position the company to capitalize on opportunities across market cycles while delivering attractive long-term performance to our shareholders.

Another key differentiator for our business is the strength of our relationships with existing borrowers. In the second quarter, 75% of our transactions were with incumbent borrowers, highlighting the sourcing advantages created by our borrower and sponsor relationships. The value of those relationships is reflected in our ability to increase our share of financing commitments across many of our new originations, allowing us to deepen our exposure to some of our best-performing borrowers.

With 619 portfolio companies, we believe our incumbent relationships will continue to be a meaningful driver of origination activity and long-term value creation for our shareholders. We are also seeing attractive opportunities emerge, particularly in the upper middle market, where the scale of our capital is driving enhanced economics, stronger terms and more compelling risk-adjusted returns than we saw a year ago, particularly relative to segments such as the lower middle market.

We are one of only a few lenders with the scale, certainty and flexibility to serve borrowers across the entire middle market, which allows us to focus our capital where we see the most compelling relative value. We believe those advantages continue to differentiate ARCC and support strong risk-adjusted returns over time. Underlying these advantages is our institutionalized credit process and disciplined investment approach, which keep us highly selective.

While industry transaction volumes remain below what many had expected, we believe some lenders are facing increased pressure to deploy capital, leading them to compromise on quality. By contrast, our second quarter closing ratio was moderately below our historical average of approximately 5%, underscoring the discipline that has been a hallmark of our long-term investment performance.

The strength of our investment process is reinforced by the experience and tenure of our leadership team, which remain important differentiators for ARCC. Every member of ARCC's executive leadership team has spent roughly 2 decades at Ares, and our investment committee members have been with the firm for over 18 years on average. That continuity has helped foster a deeply ingrained credit culture across our U.S. direct lending platform and has been an important contributor to our long-term investment performance.

Over our history, our differentiated approach has enabled us to maximize outcomes on challenging credits while capturing additional upside through our equity co-investments. Importantly, our equity co-investment vintages over the last decade have generated an average gross IRR of more than 20%, helping to generate more than $1 billion of cumulative net realized gains in excess of realized losses since inception.

Turning to the portfolio. Our diverse, high-quality portfolio continues to perform well. We ended the quarter with investments of $29.7 billion at cost with no single investment representing more than 1.3% of the portfolio, excluding our investments in Ivy Hill and the SDLP, which offer diversified exposures to senior loans. We believe our level of diversification is an important advantage, particularly as dispersion across the market continues to increase, helping to limit company-specific risk while supporting more consistent portfolio performance over time.

The performance of our borrowers also remains healthy overall. Our borrowers generated organic weighted average LTM EBITDA growth of approximately 8% through the end of the second quarter, which is consistent with ARCC's 10-year average and remains well in excess of the broader syndicated loan benchmark. We're also seeing that strength show up in other key credit indicators as interest coverage, leverage levels and revolving credit facility utilization remain in line with historical averages for our portfolio.

Alongside these performance trends, our portfolio companies on average continue to maintain equity capital cushions of more than 50% beneath our investments, which we believe provides meaningful downside protection and supports the resilience of the portfolio.

As we discussed in detail last quarter, we believe the potential impact of AI varies meaningfully across different businesses and risk profiles. Nearly all of our software investments are focused on what we view as foundational infrastructure for complex businesses, often serving as systems of record in regulated end markets with high switching costs and significant embedded value.

Importantly, we continue to see strong operating performance across our software investments with organic LTM EBITDA growth accelerating during the second quarter and exceeding the broader portfolio average. Within our software portfolio, only one small loan is currently on nonaccrual, and our debt investments remain supported by loan-to-value ratios in the low 40% range, providing substantial equity value beneath our positions.

As a reminder, as we mentioned on last quarter's call, we recently completed an independent assessment of our software-oriented portfolio companies by a top-tier global management consulting firm. Consistent with the last quarter, we continue to believe AI risk across our software-oriented portfolio remains limited overall, with less than 50 basis points of ARCC's total portfolio at fair value attributable to higher AI risk software investments and less than 4% attributable to medium or higher AI risk software investments.

Importantly, medium-risk companies are performing well today with credit statistics comparable to the overall portfolio. While we believe businesses in this category will need to continue investing considerably in AI to maintain their competitive positions, we have not seen that translate into weaker credit performance. Overall, we continue to feel good about our current positioning as it relates to potential AI-related risks, while recognizing the importance of remaining vigilant in our ongoing portfolio monitoring and thoughtful in how we allocate new capital to the sector.

Turning to our dividend outlook. We continue to believe ARCC's current regular dividend appropriately reflects our long-run underlying earnings power. Our earnings and dividend profile is further supported by substantial spillover income, modest leverage, a more stable interest rate environment and continued overall healthy credit performance.

Our significant spillover income provides an additional layer of flexibility and can help bridge during periods of slower transaction activity. In addition, over the last 12 months, core earnings have exceeded our regular dividend, while an additional $0.15 per share of net realized gains has provided further support for our overall dividend paying capacity. Taken together, these factors support our outlook for relative stability in earnings and our decision to maintain a stable quarterly dividend, building on our track record of stable or growing regular quarterly dividends for 17 consecutive years.

With that, I will turn the call over to Scott to take us through our financial results and balance sheet.

Thanks, Kort. I'll begin by reviewing several key financial metrics from the second quarter, then discuss the steps we took to further strengthen our balance sheet and conclude with an update on our dividend and the taxable spillover income Kort referenced earlier.

This morning, we reported GAAP net income per share of $0.24, up from $0.13 in the first quarter of 2026. The sequential improvement was largely driven by lower net unrealized depreciation. As a reminder, and consistent with the first quarter, this unrealized depreciation was primarily due to mark-to-market changes.

Core earnings of $0.47 per share in the second quarter of 2026 were consistent with the prior quarter, reflecting continued healthy portfolio performance and stable earnings generation despite a more subdued transaction environment.

Now turning to the balance sheet. Our total portfolio at fair value at the end of the second quarter was $29.3 billion, down slightly from $29.5 billion in the first quarter, primarily reflecting the mark-to-market valuation adjustments and healthy net repayment activity. Our net asset value ended the quarter at $13.9 billion or $19.35 per share, which represents a decrease of $0.24 per share from a quarter ago.

While NAV declined modestly during the second quarter, this should be viewed in the context of ARCC's long track record of generating NAV growth while paying stable and attractive dividends to shareholders. Consistent with that track record, ARCC has grown NAV per share by more than 30% since inception.

Importantly, our leverage of 1.12x debt to equity net of available cash was effectively stable quarter-over-quarter, and we ended the quarter with approximately $6 billion of available liquidity after giving effect to the repayment of $1 billion of unsecured notes earlier this month.

Our maturity profile also remains well laddered with no additional unsecured note maturities in 2026 and only $1.4 billion maturing in 2027. This combination of modest leverage, substantial liquidity and a well-laddered maturity profile continues to support significant investment capacity and financial flexibility.

During the second quarter, we continue to benefit from our broad and diversified access to capital. In total, we closed on approximately $1.2 billion of additional financing through the issuance of $800 million of unsecured notes and approximately $370 million of additional commitments across two of our secured revolving credit facilities, all at what we believe continue to reflect industry-leading pricing and terms.

We also continue to lower our borrowing costs while further diversifying our funding sources. Most notably, we launched the first commercial paper program in the BDC sector. The $1 billion program provides access to a lower cost funding source and is effectively backed by our recently renewed fully committed long-dated $5.5 billion revolving credit facility. At current market levels, issuing commercial paper has the potential to reduce our funding costs by approximately 50 to 100 basis points relative to our average secured borrowings.

Importantly, should the commercial paper market become less favorable, we have the flexibility to instead fund through our long-term committed bank credit facilities. We believe this structure provides greater durability and programs supported by shorter-dated 364-day facilities.

As a reminder, we currently have $10.8 billion of fully committed revolving credit facilities with a weighted average remaining maturity of more than 4 years. More broadly, the commercial paper program aligns with our balance sheet philosophy of lowering funding costs and improving efficiency while preserving the durability, flexibility and resilience of our liability structure.

We also further advanced these objectives during the second quarter by reducing the borrowing costs on our largest revolving credit facility by 10 basis points and extending its maturity to May 2031. After quarter end, we also took advantage of favorable market dynamics to reset our inaugural $476 million debt securitization, reducing its weighted average spread by 35 basis points while extending its reinvestment period by 3 years and its final maturity by 2 years.

Together, these actions further improve the efficiency of our funding profile while reinforcing the strength and durability of our balance sheet. Looking ahead, while some market participants may face tighter credit conditions and reduced access to capital in this environment, we believe investors and lenders will continue to favor scale platforms with broad capabilities, proven track records and deep market relationships. As the highest-rated BDC across all 3 major rating agencies, we believe ARCC is particularly well positioned in this environment, supporting our investment capabilities and strong long-term performance through cycles.

Finally, our third quarter 2026 regular dividend of $0.48 per share is payable on September 30 to stockholders of record as of September 15. ARCC has now paid stable or increasing regular quarterly dividends for 60 consecutive quarters.

Turning to our taxable income spillover, we currently estimate that we will carry forward approximately $988 million or $1.38 per share available for distribution to stockholders in future periods.

I will now turn the call over to Jim to walk through our investment activities.

Thank you, Scott. I'll start with some additional context on our investment approach in the current environment and then walk through our investment activity, portfolio performance and overall positioning. While overall market activity remained subdued during the quarter, we believe this environment reinforces the value of ARCC's scale, committed capital, long-standing borrower and sponsor relationships and highly selective approach.

In the second quarter, we originated $2.6 billion of new investment commitments while maintaining broad exposure across 20 industries and 38 subindustries. We completed approximately 75% of our transactions with existing borrowers, underscoring the value of our incumbent relationships and the embedded opportunity set within our portfolio.

In a slower market, we were able to remain selective and direct capital towards companies we know well. Importantly, we have continued to strengthen these positions of incumbency as the number of companies in our portfolio has grown by approximately 10% over the past year. Our competitive position and disciplined investment approach are also evident in the terms we are able to achieve.

On our new senior loan commitments this quarter, average spreads were 20 basis points wider than in the fourth quarter of 2025, while average upfront fees increased by 50 basis points over the same period. These improvements reflect our ability to remain selective and leverage our scale to achieve more attractive risk-adjusted economics for our shareholders.

We ended the quarter with a portfolio of $29.3 billion at fair value, down modestly quarter-over-quarter due to healthy net repayments and fair value changes. Importantly, we believe the majority of the change in fair value across our debt and preferred equity investments was primarily driven by changes in market spreads and valuations rather than changes in the underlying credit performance of our portfolio companies.

Borrower fundamentals also remain solid. Interest coverage and leverage levels were generally consistent with our 5-year average. Our debt investments continue to benefit from meaningful equity cushions with average loan-to-value in the mid-40% range. We believe these metrics demonstrate the underlying resilience of the portfolio and provide important downside protection in a more uncertain macro environment.

Supported by these underlying portfolio trends, the credit performance of our portfolio remains solid. Our nonaccruals at cost ended the quarter at 2.4%, still well below our approximate 3% historical average since the global financial crisis and the BDC historical average of approximately 4% over the same time frame. Our nonaccrual rate at fair value of 1.4% also remained well below our historical levels.

Our overall risk ratings remain stable. The share of our portfolio companies in our higher risk categories, Grade 1 and 2 remain comfortably below our 10-year average and meaningfully lower than the portion of our portfolio companies in Grade 4, which are outperforming our original underwriting expectations.

While we continue to expect credit quality and nonaccruals across the industry to trend towards historical norms, we believe increasing dispersion among managers will further highlight the value of our platform's scale, disciplined underwriting and active portfolio management. In this environment, we believe ARCC is particularly well positioned. One of the key drivers of our long-term track record is our dedicated portfolio management team, which includes more than 50 professionals and in our view, is the largest and most experienced in the industry.

The team is led by 3 partners with an average of 27 years of experience, including one who serves as a voting member of our investment committee. This helps to ensure the portfolio management perspectives remain fully integrated into our investment decision-making process. Our long-term credit performance is also underpinned by our life of loan philosophy. Early in our history, we recognized the inherent conflicts that exist in lending models, which reward originators solely for sourcing new investments.

At Ares, our investment professionals are responsible not only for sourcing and underwriting new opportunities, but also for partnering closely with our portfolio management team throughout the life of each investment to help drive strong credit outcomes, particularly when situations do not unfold as expected. In our experience, this approach strengthens sponsor and borrower relationships over the years and drives more effective outcomes on challenging credits.

We believe our institutionalized credit process and the close integration of our investment and portfolio management teams have been important drivers for our long-term track record of generating net realized gains in excess of losses, which Kort referenced earlier.

In summary, the main attributes that have long differentiated ARCC, including our scale, the experience and stability of our team, our deep relationships with borrowers and sponsors and the strength of our platform, resources and capital base are even more important in today's market.

While industry credit metrics may continue to normalize, we believe increasing dispersion creates an environment where these advantages matter even more. Supported by a high-quality portfolio and meaningful liquidity, we believe ARCC is well positioned to navigate the current environment and capitalize on attractive opportunities as market activity improves. As always, we appreciate you joining us today, and we look forward to speaking with you next quarter.

With that, operator, please open up the line for questions.

[Operator Instructions] And our first question today will come from Rick Shane with JPMorgan.

Look, you guys discussed the fact that over the history of ARCC, you guys have accreted book value. And that's really been, I would argue, a function of 3 things: accretive issuance, which obviously, at the moment is challenging; two, investment gains; and three, 2 significant acquisitions where you accretively exchanged stock. You talk right now a great deal about your advantages in terms of your debt ratings.

So from a pure financial engineering perspective and given where peers are trading, the setup for that type of acquisition or that type of merger on paper makes a great deal of sense. I am curious whether or not given the asset quality issues in the space, this makes sense for you now and whether or not you actually think that there are motivated sellers in the market who would be looking to unlock value for their shareholders in this way.

Yes. Thanks for the question, Rick. I need to be obviously careful in the way we answer it because we're always evaluating various strategic alternatives. I guess I would just say, given the dispersion in performance that we're seeing across managers in the space, and some of the weakness that is coming out to the fore, the likelihood of a transaction like that occurring is probably higher than it's been in the past. But other than saying that, I'm not really sure that we can speak too much more about anything that we're working on or giving too much more forward guidance about what might or might not occur.

But I think your point is a good one, and it highlights our relative performance to others and the fact that while we are seeing some normalization of credit performance back to historical means, we are not seeing the same kind of sort of spikes in nonaccruals and further weakening that maybe some of our competitors are seeing.

Got it. And if I can ask one follow-up. When you -- one thing that would make that type of transaction challenging is if you thought that systematically marks in the industry were off and that the valuations you're looking at aren't really the valuations that you think you would realize. Are you, in general, constructive on how the industry is valuing their portfolios at the moment?

I guess, are we asking about how we feel about other managers' marks? I think it's, again, something that I probably want to stay away from just commenting on other managers and their marks. I think as has been pointed out historically, and I think the media has certainly written about this. There is some dispersion in valuation, especially when you get into some more stressed credits and you look across different managers. And that can occur for a variety of different reasons. And I guess I would just say on our side, we have, I think, been proven to be on the more conservative end of the spectrum as it pertains to that. But Rick, I'm sorry, I just -- I really kind of want to avoid just getting into opinions about other managers' marks.

Yes, totally fair. I realize as I asked the question that it's probably not framed in the right way. So I appreciate the answer to the first, and I appreciate the discretion on the second.

Our next question will come from Finian O'Shea with Wells Fargo.

Just sticking with the big picture sort of industry question on credit. This is much less so for Ares, but NAVs have clearly been trending down and even without some of the more severe names that you just touched on with Rick. So how would you describe like the why or like the drivers underneath of credit headwinds for the industry? And are they items that will sort of run their course? Or does this sort of reflect a new normal where we should expect BDCs to revert back to those sort of longer-term nonaccrual ratios and such?

It's Jim here. Thanks for the question. It's hard to look into -- across the industry and give a great perspective on where each manager is going. So I'll keep it probably more macro and market level. As you know, we've been operating for an extended period of time where nonaccrual rates and default experience has been below the long-term average. And we've been saying for a bit that we think there is a reversion towards the mean there. And that's still our expectation across the industry.

What we are also seeing, and it's been highlighted is just a wider dispersion amongst managers on performance there. So what we think is happening is there's a general maturing of portfolio. So you have a handful of managers who have ramped, invested, it takes time for those investments to mature and settle and then we start to see where the long-term performance really is.

And I think that's what's really going on right now and why the average has been below. It's also been obviously a very benign credit environment. So it's a little bit of both. And so I do think the industry is really kind of going through a normalization period right now, and we're still working our way through that.

Yes. Maybe I'll add one more thing, Fin, which is that we get the question a lot, are there any industries in particular that are driving that normalization? And I think the answer to that is, from our perspective in our portfolio, no. And when you look at the 4 names that we added, we had 4 new names to nonaccrual, which took it from 2.1% to 2.4% this quarter. All 4 names are companies that do different things, not related to each other. We are not able to discern any trends yet around certain industries that are experiencing any kind of outsized weakness or leading us down this path toward more credit normalization.

Very helpful. A follow-up on the SDLP. A lot of movement there. It looks like a lot of movement toward diversification by borrower names and such. Any implication -- and correct me if I'm wrong on that, of course. Any implications on like the earnings power? Does that allow you to lever more origination fee -- cap structuring fees? Or should we think about it as just simply more diversifying?

Yes. No, I'm glad you pointed it out. I think you should think about it as more diversification and better utilization of that specific joint venture. And the driver there, Fin, just so everybody is aware, we did recently receive some co-investment relief that allows SDLP to invest alongside other Ares funds and that historically was not the case. So historically, we would put an asset into SDLP only or it would go into the other Ares funds. And now we can co-invest alongside.

So what that does is it just expands SDLP's opportunity set at fairway and that creates that diversification that you're referencing. So we expanded the number of borrowers at SDLP from 28 to 72 in the last quarter alone, and we're expecting and hoping that, that continues to diversify going forward.

And our next question comes from Arren Cyganovich with Truist Securities.

Kort, in your commentary, you had kind of noted a couple of push and pull in the marketplace, one being that some retail heavy competitors might be less active that you're seeing, but also that you had kind of a lower closing rate because folks were maybe being a little bit more aggressive in terms of -- I don't know if it was either a price or structure. But maybe you could just talk a little bit about the kind of competing dynamics there.

Yes. Arren, it's Jim again. I'll maybe just give a little more commentary around the market generally. So I think that will help answer the question. But what we saw over the last, call it, 60, 90 days is a competition has -- is different in the lower end of the market than it is in the upper end of the market. That's always been the case. But with some of the dynamics going on with the larger players who are more driven by capital flows from the retail channel, we've seen less competition in the larger company market and maybe more competition in the smaller company market.

And I think both markets are healthy, and we saw spreads widen. We saw leverage levels decline. We saw fees improve. We mentioned all of that in the narrative. But it was more pronounced interestingly in the large end of the market, the terms in that end of the market are just slightly more attractive. The relative value is better. And the number of players that can compete with scale like an Ares has shrunk a bit, and it's just become a better hunting ground for us.

We are seeing smaller players and smaller companies remain competitive. And so that part of the market is a little healthier and maybe a little bit more active as it relates to M&A. So those dynamics are really sort of what's going on more broadly in the market. Both remain healthy though. And I think what we saw was in terms of just backlog and buildup of transactions, reviewed a lot of transactions, and that keeps -- that's continued to ramp. We saw a big lift in June, about 50% increase month-over-month in terms of the number of transactions we reviewed at Ares.

So we're seeing what is the thawing of the market on the M&A side and the lag effect of that thawing start to really flow through. And so we're optimistic around where the pipeline is headed. And we're seeing larger transactions become more prevalent. What we saw is more activity, as I mentioned, in the smaller end of the market just because those were probably a little easier to execute on and maybe thawed a little quicker than in the larger end of the market.

Yes. I'll add maybe one or two more things. I think on the question around quality and selectivity, I think that's really important to expand upon a little bit because, again, we talked about in the prepared remarks, but we are always extremely disciplined in trying to make sure that we are always selective. In the slower environment, we did see the quality of the flow dip down a little bit as well.

That is absolutely improving as we see the transaction volume pick up. And Jim mentioned the huge month of June, the volume that we saw, that's continuing into July. But the quality was a bit lower in the second quarter. And so we chose to close on less deals as a percent of what we reviewed. So that also hampered the overall volume.

But I think it also speaks to our strengths as well, which is just that we are not going to chase deal flow just because things are slow. We're okay sort of waiting it out and waiting for things to come back and for the quality to improve a little bit.

And then maybe just one more point. I think Jim made great comments about the larger end of the market being more attractive. I think there's a very unique opportunity for Ares as a platform in this market environment where the other larger lenders are lower on capital right now. And a good example of that is we actually committed to a nearly $2 billion credit facility in the second quarter, and we committed to that facility entirely at Ares, 100% of the deal.

We did lighten up a little bit afterwards, but still had a big hold on that credit. And the ability to stand up in this market for a $2 billion commitment allows us to generate significantly outsized fees and economics on that kind of a deal. And that's the benefit that I think is unique to Ares right now.

So we're hopeful as the deal flow picks back up, and we see some of these larger deals start to come back in and the competitive environment, if it stays where it is, that will be really -- another really nice benefit that I think we can tap into.

Our next question comes from Kenneth Lee with RBC Capital Markets.

Just one on prepayments, and I realize it's difficult to predict there. But any sense of what the level of prepayment activity could be like over the near term?

Hard to answer, Ken. I mean, generally, what we've seen is the repayment activity moves relatively in tandem with new deal activity. So as new deal volume picks up, I would expect that also could lead to some repayment activity picking up, not always correlated in that respect, but that's kind of what we've seen over the long term.

And so I guess that's how I would answer the question. But there's no other specific driver that I can think of. I'm not sure if you're alluding to any certain drivers that are in your mind. But there's nothing that's jumping out to me that would say repayments would be abnormally high or abnormally low going forward.

Got you. Very helpful there. And just one follow-up, if I may. I think earlier in the call, you mentioned still having some capacity around leverage. And obviously, it's going to be predicated on the deal activity. But would you plan to be operating -- is there anything within your target range that you could target to operate within just going forward?

Yes. Thanks. I think our stated range is still the same 0.9 to 1.25x. We're still kind of, I mean, in the middle of that range now. So we think there's probably a little room to go. We are sensitive to the leverage impact from the valuations. So that is all part of our -- we're keeping an eye out for that, but we do think there's a little room to grow on leverage.

We'll go next to Chris Muller with Citizens Capital Markets.

So I wanted to ask about interest rates and the impact on the pipeline. And I guess this is a 2-part question. But how does the absolute level of rates versus volatility of rates impact the pipeline? And I guess which scenario would create a better opportunity for lenders like you guys?

Interesting question. I guess I would say, I think volatility of rates is a greater impact and a hampering impact on transaction volume than the absolute level of rates. I think the difficulty for buyers and sellers to sort of transact often occurs when the buyer doesn't know what rate to put in his model a year or 2 out. And so there's a -- when you have to model in downside scenarios based on a wider dispersion of rate outcomes, then it's harder to be -- to lean in on price and you have to sort of build in some cushion. So that can hamper transaction volume.

I think what we've seen is historically rates -- when rates went up, there was a period of time where deal flow was a little bit gummed up. But then even when rates settled out, base rates settled out in the 5s, then all of a sudden, there was a fair amount of transaction activity that occurred last year, for instance, even with rates being higher in 2024 because people settle in and they know what to put in their model.

So I think that's how I'd answer it. And obviously, with the rate picture today, it feels certainly more stable than we've seen in a while, the rates having stabilized where they are now, obviously, even a little bit of an outlook toward a slight widening of base rates going forward, which should be a benefit to us, but not a negative in terms of transaction flow because it seems like people are settling into a pretty clear picture as to what that looks like.

Got it. That's very helpful. And then just a quick clarification follow-up. You guys mentioned expecting nonaccruals trending back towards historical norms. Is there anything in your portfolio that you're starting to see bubble up? Or is that more just a comment on like a mean reversion type observation?

It's the latter. As I mentioned, my commentary was really around the industry. And just maturation of the portfolios from the competitor set and how performance has really been below the long-term average. So I think that's really all it is.

We'll go next to Melissa Wedel with UBS.

I wanted to follow up on the CP program. Interesting development there. I noticed that you announced that there weren't any outstanding by the end of the quarter. I'm just curious how long you think it would take you to ramp to, I believe it was $1 billion in capacity you have there. How big could that get?

Yes. Thanks, Melissa, and congrats on your new role. We're -- the purpose behind it was really just efficiency. I don't think we're going to use the full $1 billion anytime soon. We do obviously want to just test it out a little bit to see how it goes and that's a response. We did do our first issuance post quarter end. So we're going to start seeing some of those savings come through. But I think that this may be a few hundred million dollars or so that we would issue on that program and then kind of take it from there.

Okay. Makes sense. And then I wanted to shift gears also to the post quarter end investment activity. And I know that's only maybe a month at that and those things can fluctuate a lot every quarter that you report. But it does strike me in the July activity to date that a couple of things. There's a real increase in sort of fixed subordinated fixed rate, I think subordinated, but also fixed rate allocations.

And then also the spread between the new investment yield and the yield on what you've exited so far this quarter widened out quite a bit, and it seems like that could be a tailwind. I'm curious if that is something that is a sustainable trend? Or is that more of a function of just individual investments that repaid?

Yes. Maybe to start with the latter. As I mentioned before, there has been an improvement in market terms. And we certainly saw that last quarter. I think the question is how long will that sustain itself and where. We're optimistic that the market is less competitive now, particularly, as I mentioned, in the larger end of the market. I don't think there's going to be any major changes month-over-month, quarter-over-quarter.

And so I think our ability to go generate higher returns for high-quality businesses in those -- in the larger end of the market. We're pretty optimistic that sustains itself. There definitely was a period of time in the last quarter where it was more severely dislocated. And I think it's now more healthy and stable, and that leads to more transaction volume. So you want to have that balance where we're not seeing as much competition, but you're also able to price risk a little better. And I think that's kind of what we're facing right now. Hard to say how long that will last, but it feels pretty good at the moment.

Yes. And then on the mix of the fixed rate, I just think, Melissa, that's just small numbers in a small period of time. I don't think there's any trend to read into there. Scott was just showing me that it's like 2 deals. And again, it's just small numbers. There actually was -- there's one deal that was an existing name a software name, which I'm sure everybody is interested to hear about where there is a refinancing of an existing second lien position that we had and the bond market actually refinanced that second lien position, and we took a small piece of that new bond deal.

So we downsized our position, derisked from a pretty large company, actually a large software company and thought it's still a nice piece of paper to take a small piece of that bond deal. So there was a fixed rate security there just as one example, but a little bit of randomness in the numbers.

Our next question will come from Robert Dodd with Raymond James.

On the credit quality of the book, right? I mean, nonaccruals on a cost basis, they're not high, but they're not low, low anymore. And you have a number of more troubled assets that you've talked about, right? Your track record on getting recoveries on assets is, based on my math, at least, meaningfully better than industry average, but it's also better than industry average if you get control sooner. So is there any prospect for you maybe being more aggressive? Obviously, you can't force a sponsor's hand necessarily, but maybe being more aggressive on taking control of some of these things and putting your workout group more fully in control given the historic track record of performance there?

Yes, I appreciate the question, Robert. I would say as much as we enjoy the higher returns that can often come from those type of situations, it's not our strategy to go in and aggressively take control of companies from owners of businesses when there's weakness. We would much, much rather the owner of the business put in capital and support that company and work together as a team to help those companies get through to the other side.

Really, the -- we are fortunate, and I think it's an important competitive advantage that we are willing to take control and that we have the skills and the know-how to do that. Oftentimes, that willingness and the reputation that we have for knowing how to do that incentivizes the equity contribution from the owner, which again is what we would prefer. But it's not our desire. That's sort of a last resort. But if it does occur, then yes, you're rightly pointing out that we've got a good track record in knowing how to do that and come out the other side.

Just a follow-up to that directly to your response. I mean of the assets that are contributing the majority of the markdowns, how many of those have had incremental capital injections from owners over the last, call it, 6 months?

We're sort of looking at each other here. I don't know that we have that number handy, Robert. There have been -- I can say it's a meaningful amount. I don't know the dollar amount or how many of the borrowers. But we are, I guess, thematically, to answer it thematically, we are absolutely seeing owners of businesses support their companies with capital on the whole. And that gets back to one of the things we always talk about, which is the LTV in our portfolio overall being sub 50%. There is a lot of cash equity invested in our portfolio companies beneath our loans, and that incentivizes the sponsors to step up and kick in money when there is an issue.

We'll go next to Paul Johnson with KBW.

I was just curious where at this point kind of in the cycle, it seems like terms have improved a little bit, but activity is somewhat muted. I'm curious in terms of what you are seeing maybe on the new deal side, granted most of it was kind of existing borrowers this quarter. But where are sponsors at in terms of a position for asking for PIK on new deals? And I would kind of ask more specifically in the upper middle market where you're starting to see more attractive deal flow.

Yes. It's hard to say. It's sort of deal by deal right now. We saw a period of time where that really kind of went away from the market for 30, 60 days. We've seen it come back again on a few transactions. I think more often than not, it's been -- it hasn't been a term that's been in the market in the last quarter.

I -- just speculating a bit, I do think that's not going away. I think there's more scrutiny around it. I think there's more sensitivity from competition around it as everyone is managing a certain amount of PIK in their portfolio, et cetera. But I do think we should anticipate that, that term or that concept is not going away either. It's probably just not going to be as prevalent as it once was. So I think we're in a better place than we were last year and the year before. It is probably how I would describe it.

Got it. Appreciate that. And last quarter, you mentioned around approximately 90% of the portfolio was kind of structurally originated PIK. I mean does that roughly hold for this quarter as well? Or has there been any changes to those metrics?

No, no, that's holding the same in this quarter.

Appreciate it. And then one thing real quick on Ivy Hill. You mentioned within the ARCC portfolio, I think it's around -- no position accounts more than 1% or a little more than 1%. Is the -- is that same diversification level roughly held across the funds managed under the Ivy Hill investment vehicle? Or is it typically a little bit more concentrated on the higher end, just kind of due to transaction size? Just trying to get an idea, I guess, the level of diversification across that vehicle as well.

Yes. No, you should think of it as being equally, if not more diverse, definitely not less diverse.

[Operator Instructions] And we'll go next to Sean-Paul Adams with B. Riley Securities.

Touching specifically on 2 credits that continue to slide. Cornerstone and Simpler Software, do you have anything to add color-wise on those specific names? And on a separate note, on Q3 and Q4, it seems like with volume up but quality down and repayment activity high, are you guys pointing to a flatter half of the year on the back end just due to the mix?

On the first question, we -- unfortunately I just can't comment on specific names. We've said that in the past. I think that holds true here. So apologies, but really can't provide any more color on either of those names.

On the second question, no, we're optimistic. We're seeing, like I said, a lot more deal flow, a lot more activity, more sponsor to sponsor, more early-stage books in the market, more just general health in the M&A market. So I'm not sure that I would translate some of the market commentary into a concern around the portfolio running off or being -- I actually think we're optimistic we're going to see growth.

Yes. Yes, I just want to underscore that. I really want to make sure nobody takes that away, which is we are really seeing a building environment for transaction activity. And again, the quality also is improving in the deals that are coming in. So I think that should be an important takeaway.

Maybe the only thing we probably could say about -- we can't talk about the individual performance of those names, but it is the same sponsor owner of those 2 names you mentioned. And the only thing we can say is we are engaging in a lot of ongoing and constructive dialogue with the sponsor of those 2 companies that give us some degree of confidence in our ability to address the near-term maturities of those 2 names.

This concludes our question-and-answer session. I'd like to turn the conference back over to Kort Schnabel for any closing remarks.

Okay. Great. Thanks. Yes, we got through a quarter without any software questions. I don't really have any other closing remarks. Thanks, everybody, for joining us and for your continued support and engagement, and we'll see you next quarter.

Ladies and gentlemen, this concludes our conference call for today. If you missed any part of today's call, an archived replay of the call will be available approximately 1 hour after the end of the call through August 29, 2026, at 5:00 p.m. Eastern Time to domestic callers by dialing toll-free 1 (800) 839-3736 and to international callers by dialing 1 (402) 220-2978. An archived replay will also be available on a webcast link located on the homepage of the Investor Resources section of Ares Capital's website.

Good afternoon, everyone. Welcome to the Ares Capital Corporation's First Quarter Ended March 31, 2026 Earnings Conference Call. [Operator Instructions] As a reminder, this conference is being recorded on Tuesday, April 28, 2026.

I will now turn the call over to Mr. John Stilmar, Partner of Ares Public Markets Investor Relations. Please go ahead, sir.

Thank you, and good morning, everybody. Let me start with some important reminders. Comments made during the course of this conference call and webcast as well as the accompanying documents contain forward-looking statements are subject to risks and uncertainties. The company's actual results could differ materially from those expressed in such forward-looking statements for any reason, including those listed in its SEC filings. Ares Capital Corporation assumes no obligation to update any such forward-looking statements. Please also note that past performance or market information is not a guarantee of future results.

During this conference call, the company may discuss certain non-GAAP measures as defined by SEC Regulation G, such as core earnings per share or core EPS. The company believes that core EPS provides useful information to investors regarding financial performance because it's one method the company uses to measure its financial condition and results of operation. A reconciliation of GAAP net income per share, the most directly comparable GAAP financial measure to core EPS can be found in the accompanying slide presentation for this call. In addition, the reconciliation of these measures may also be found in our earnings release filed this morning with the SEC on Form 8-K.

Certain information discussed in this conference call and the accompanying slide presentation including credit ratings and information related to portfolio companies was derived from or obtained by third-party sources and has not been independently verified. And accordingly, the company makes no representation or warranties with respect to this information. The company's first quarter ended March 31, 2026 earnings presentation can be found on the company's website at www.arescapitalcorp.com by clicking on the First Quarter 2026 Earnings Presentation link on the homepage of the Investor Resources section. Ares Capital Corporation's earnings release and Form 10-Q are also available on the company's website.

I'd like to now turn the call over to Kort Schnabel, Ares Capital Corporation's Chief Executive Officer. Kort?

Thanks, John, and hello, everyone, and thank you for joining our earnings call today. I'm joined by Jim Miller, our President; Jana Markowicz, our Chief Operating Officer; Scott Lem, our Chief Financial Officer; and other members of the management team who will be available during our Q&A session.

Let me start by providing a few thoughts on ARCC's performance, current market conditions and our positioning in this environment. We believe we are off to a strong start in 2026 with solid earnings and strong fundamental portfolio performance. Our core earnings of $0.47 per share represents an annualized ROE of 9.6% in what has historically been a seasonally slow quarter for originations. Our overall portfolio quality remains healthy with continued low levels of nonaccruing loans and problem assets. We are seeing an improving investment environment as terms and economics are becoming more attractive on new transactions. And we believe our strong balance sheet and available liquidity of approximately $6 billion provide us significant advantages in this environment.

Let's now discuss the changes we are seeing in overall market conditions. Heightened capital markets volatility, geopolitical uncertainty and net outflows from retail products exacerbated an already seasonally slow market period in the first quarter. These factors contributed to not only lower transaction volumes, but also diminished competition and improved lending conditions as lenders more heavily dependent on retail flows have retrenched and the syndicated bank loan market has been uneven with many banks exhibiting diminished risk appetite.

As a result, we are seeing a reset underway with wider spreads, lower leverage levels and more attractive overall deal terms across the market. New transactions today are being discussed at 50 to 75 basis points of enhanced levels of fees and spread alongside a half to full turn of lower leverage and tighter documentation versus the second half of last year. As risk premiums widened during the first quarter, overall market activity slowed as the market searched for clearing prices during this period.

However, over the past 3 to 4 weeks, we have seen a noticeable pickup in new deal activity as borrowers recalibrate expectations for economics and terms and continue to pursue their capital needs. One of the key themes we see unfolding is that the ability to provide capital at scale and with certainty is becoming increasingly differentiated. We believe these types of situations are creating greater economic opportunities for the largest and most stable platforms with capital. Our healthy levels of available capital, combined with our connectivity to the broader Ares U.S. direct lending platform and its significant dry powder from institutional sources positions us well to capitalize on these market conditions.

Our diverse high-quality portfolio also continues to perform well. Our granular level of diversification further advantages us as loan concentration is one driver of growing dispersion in results across our market. With investments across 607 companies at an average position size of less than 20 basis points, we believe this level of diversification meaningfully limits idiosyncratic risk to any one position. Our borrowers generated organic weighted average LTM EBITDA growth of approximately 9% through the end of the first quarter, in line with ARCC's 10-year average and more than twice the growth rate of the companies within the broader syndicated loan benchmark.

Portfolio fundamentals also remained solid with broadly stable interest coverage and leverage levels, low loan-to-value ratios by historical standards and revolving credit facility utilization in line with historical norms. Our nonaccruals also remained well below historical average levels. With this as context to the overall health of the portfolio, let me provide some important updates about our views on the specific strength and position of our software investments. As I articulated on our last earnings call, not all software companies carry the same level of AI disruption. And in fact, many are embracing AI and seeing enhanced growth.

We believe the most important question is not how much software exposure we have, but what types of companies we have invested in and what staying power, risks and opportunities our companies have through this latest technological cycle. Nearly all of our software companies are focused on what we view as foundational infrastructure for complex businesses, and this infrastructure often powers customers' core operating systems. These software products generally operate as systems of record in regulated end markets, have high switching costs and benefit from proprietary data.

Importantly, our software investments are supported by large diversified businesses with a weighted average EBITDA of $340 million, strong cash flow and meaningful equity cushions even as valuation multiples have come down for most software companies broadly. Most of these companies are also protected by business models with strong contractual cash flows and continue to sign up new customer contracts as they move forward and invest in AI themselves. To pressure test this view of our software investments, we proactively engaged a top-tier global management consulting firm in the fourth quarter of 2025 to challenge our AI risk assessment across our software-oriented portfolio companies.

Prior to engaging this firm, we conducted extensive diligence in the middle of 2025 and ultimately selected this firm not only for its deep technical expertise, but also for its reputation as a rigorous and objective evaluator. As part of this independent study, the consulting firm had direct access to each borrower, its financials and if relevant, the associated financial sponsors or other key owners of the business. This enabled them to assess whether AI is likely to be additive, whether it could enhance or hurt positioning depending on execution and product evolution or whether it poses a direct risk to the core business, absent significant strategy change.

The consultant study found the largest differences between higher and lower risk companies to be system of record positioning, high switching costs, the benefit of regulatory barriers, proprietary data moats and control of data. The firm also assessed human dependency, data availability, risk of error and task structure, among other dimensions. Overall, the independent review conducted over the past several months found that the AI-related risk across our software-oriented portfolio is relatively limited. Their report indicated that about 85% of our software portfolio at fair value represented low risk with only a small subset of companies categorized as higher risk.

These higher-risk companies represented only 1% of reviewed names by fair value and 2% by count or only about 0.3% of ARCC's total investment portfolio at fair value. An additional 14% of reviewed companies by fair value and count were classified as medium risk, representing only about 3% of ARCC's total investment portfolio at fair value. Importantly, medium or higher risk classifications do not imply current business impairment. Rather, they reflect the need for continued investment in product evolution with many of these companies well positioned to adapt within the time necessary.

Of the 85% of names categorized as low risk, these companies are well positioned to adapt and in the majority of cases, benefit from AI-driven enhancements. In these businesses, AI is primarily augmenting existing SaaS platforms through incremental or high-value features layered on top of core software with existing revenue streams largely maintained and incremental AI upside accruing to incumbent vendors. While we believe we have a solid view of the positioning of our portfolio, we recognize the need to remain vigilant with our portfolio companies on this topic. We also will remain disciplined in allocating new capital to the software sector.

As we seek to take advantages of opportunities in the current market, it is critical that we are supported by a conservatively constructed balance sheet and a stable capital base. As Scott will address, our substantial available liquidity of approximately $6 billion and our well-structured liability profile with minimal near-term maturities offer us the flexibility to pursue opportunities with both new and existing portfolio companies. Our outlook for relative stability in our earnings leads us to maintain a stable level of quarterly dividends. Importantly, core EPS taken together with $0.15 per share of net realized gains was well in excess of the dividend this quarter, providing a strong underlying foundation for current distributions.

That foundation is further supported by ample spillover income, modest leverage, a more stable rate environment and credit performance that aligns with our historical track record. Looking ahead, with spreads widening and turns improving and given our strong competitive position, we continue to believe that ARCC's current dividend approximates the long-run underlying earnings power of our business. And our significant level of spillover income provides an added degree of flexibility and can serve as a short-term bridge during periods of seasonally slow transaction levels. These factors position us to continue building on our track record of stable or growing regular quarterly dividends for 16 consecutive years.

With that, I will turn the call over to Scott to take us through more details on our financial results and balance sheet.

Thanks, Kort. I will begin by reviewing certain key financial metrics from the first quarter, followed by an analysis and discussion of our robust balance sheet and liquidity and conclude with details of our dividend and the taxable spillover referenced earlier by Kort. This morning, we reported GAAP net income per share of $0.13, down from $0.41 in the fourth quarter of 2025 and $0.36 for the same period a year ago. The decline was largely driven by net unrealized losses primarily due to spread widening in private credit markets causing market-driven unrealized depreciation.

Core earnings per share was $0.47 in the first quarter of 2026, down from the $0.50 we reported both last quarter and a year ago, primarily due to the impact of a full quarter of current base rates on our interest income as well as lower capital structuring service fees. The decline in capital structuring service fees is largely due to reduced market activity typical with the first quarter in addition to softness from the broader credit market volatility that Kort mentioned earlier.

Now turning to the balance sheet. Our total portfolio at fair value at the end of the first quarter was $29.5 billion, consistent with the end of the fourth quarter and up from $27.1 billion a year ago. Our net asset value ended the quarter at $14.1 billion or $19.59 per share, which represents a decline of $0.35 per share from a quarter ago and $0.23 per share from a year ago. This decline in the first quarter contrasts with the long-term NAV growth we have generated alongside paying a stable level of dividends. For example, ARCC has delivered NAV growth exceeding 10% over the past 5 years and more than 30% since inception.

Supporting the strength of our balance sheet, we had an active quarter enhancing our liability profile by accessing over $1.25 billion of incremental debt financing to further build on what we believe is a best-in-class balance sheet structure. Reflecting our long-standing strategy of being a consistent issuer in the investment-grade notes market, we kicked off the year by issuing $750 million of long 5-year unsecured notes at an industry-leading spread of 180 basis points over treasuries, which we swapped to SOFR plus 172 basis points.

During the first quarter, we remained active with our diverse bank capital providers and specifically expanded our SMBC funding facility by $500 million at similar or improved terms, including a 5 basis point reduction in the spread. On the topics of banks, I would like to take a few minutes to share our perspective on bank financing markets and the stability of banks providing capital to our sector. At ARCC across our 4 credit facilities, we maintain relationships with more than 40 banks and lending institutions, many of which have been long-standing supporters of ours.

The weighted average length of these relationships exceeds 13 years with several dating back more than 20 years to the early days of our company. Over that time, we have continued to broaden and deepen these partnerships with most of these banks and lenders working with us not only at ARCC, but across the Ares platform. We believe these well-established long-term relationships, combined with our scale, capabilities and performance provide us with unique and consistent access to capital across multiple markets and especially with our banking and lending partners.

Additionally, drawing on our experience successfully navigating the global financial crisis, we view the structure, duration and diversification of our funding facilities as essential factors in ensuring balance sheet stability. As a reminder, all our credit facilities are fully committed with no maturities before 2030 and no mark-to-market provisions. Unlike pre-crisis facilities, which often involve margin calls and shorter maturities that impacted capital availability and liquidity, our current facilities offer stable access to capital throughout the commitment periods.

Our experience through the global financial crisis also reinforced the importance of maintaining diverse funding sources, which has been one of the keys to our success and will remain one of our most important strategic priorities. Reflecting this focus, we are the highest rated BDC across all 3 major rating agencies with the longest ratings history, 19 years with 2 agencies and 16 years with the third and more than 15 years of experience issuing investment-grade and convertible notes. The combination of our ratings and the fact that the vast majority of our assets are funded by unsecured debt and the largest permanent equity capital base in the sector further bolsters our position in the eyes of our banking partners.

More recently, in 2024, we further enhanced the diversity of our funding sources and broaden our lender base through the securitization market. By generally issuing only through the AA tranche, we are able to achieve similar advance rates to what we receive on our credit facilities while further advancing our financial goals and benefiting from Ares' strong reputation with investors. Looking forward, while market participants may anticipate tighter credit conditions and reduced access for certain private credit managers, we believe BDCs affiliated with large-scale leading managers who possess long-term proven track records, extensive capabilities and deep and enduring relationships such as ourselves, will continue to receive strong support on attractive terms from debt capital stakeholders, including investors, banks and other lending institutions.

Overall, our liquidity position remains strong, totaling approximately $6 billion. In terms of our leverage, we ended the first quarter with debt-to-equity ratio net of available cash of 1.1x versus 1.08x last quarter, leaving us with meaningful headroom to support investing while maintaining ample cushion to absorb potential future volatility. Finally, our first quarter 2026 dividend of $0.48 per share is payable on June 30 to stockholders of record on June 15. ARCC has been paying stable or increasing regular quarterly dividends for 67 consecutive quarters. In terms of our taxable income spillover, we currently estimate that we will carry forward $988 million or $1.38 per share available for distribution to stockholders in 2026.

I will now turn the call over to Jim to walk through our investment activities.

Thank you, Scott. I'll start with some additional context on our investment approach in the current environment and then walk through our investment activity, portfolio performance and overall positioning. We have always viewed ourselves as patient, long-term relative value investors, and we believe that perspective instructs our constructive and opportunistic approach during periods of market volatility. In these environments, capital availability generally decreases, lending terms may improve and our partnership-oriented solution becomes increasingly pertinent and valuable to our borrowers.

Beyond the decades-long positioning of our platform around these principles, there's compelling empirical evidence supporting the resiliency and opportunity within the private credit sector, which we believe remains underappreciated in parts of today's broader market narrative. Our own Ares quantitative research team recently examined 25 years of aggregated private credit data to evaluate the association between managers' ability to invest during periods of market-wide volatility and the subsequent levels of returns. In short, this study found that U.S. private credit managers that invested more actively during periods of elevated volatility generated on average more than 10% higher levels of annual returns than those managers that were not as active during the same volatile market conditions.

While this analysis does not address manager-specific outcomes, current market conditions reinforce the importance of manager selection in this environment and further underpin our strategy of maintaining plenty of flexible capital to invest during these periods. In the first quarter, our team originated over $3.2 billion in new investment commitments with 70% of transactions coming from existing borrowers. As transaction volumes slowed in the second half of the quarter, our strong relationships allowed us to selectively invest in top-performing existing portfolio companies.

These opportunities focused on achieving attractive risk-adjusted returns and reinforced our ability to support our best borrowers and sponsors, particularly during periods of volatility. Our first quarter originations reflected meaningful sector diversification across 22 different industries and 57 subindustries. As Kort noted earlier, the shift in supply-demand dynamics across direct lending is beginning to translate into more favorable pricing and terms. We are beginning to see this come through our new originations as spreads on first lien originations in the first quarter increased by approximately 20 basis points quarter-over-quarter, while leverage levels declined by nearly 0.5 turn of EBITDA.

We ended the quarter with a portfolio of $29.5 billion at fair value, which was stable quarter-over-quarter as new fundings were offset by fair value changes and repayments. Repayments during the quarter, excluding sales to Ivy Hill, totaled approximately 7% of the portfolio at cost and continue to serve as a source of natural liquidity that we can deploy into today's market. As part of this repayment activity, we exited 4 equity co-investments, which were the primary drivers of our $114 million of net realized gains in excess of losses in this quarter.

As a reminder, since inception, Ares Capital has generated more than $1 billion in net realized gains in excess of realized losses across more than $70 billion of exited investments over the last 21 years. These latest 4 exits generated a mid-teens weighted average realized IRR. Importantly, over the last 10 years, our equity co-investment portfolio generated an average gross IRR well in excess of the double-digit total return of S&P 500 Index.

As we've discussed previously, these minority equity investments are made selectively generally alongside loans we originate and underwrite ourselves, allowing us to participate in the equity where we see particularly strong upside cases. Another important component of our repayments this quarter was the collection of PIK income. In the first quarter, our PIK income, net of collections represented approximately 7% of total interest and dividend income, which is below our historical 5-year average. As we've discussed previously, we have selectively used PIK over our history and have been transparent in our PIK reporting, including explicitly disclosing PIK collections in the statement of cash flows.

From a portfolio composition standpoint, approximately 90% of our PIK income is structured at origination and is associated with larger well-performing companies, not reactive amendments. As with all investments, PIK investments are underwritten with the same discipline as cash pay loans with a strong focus on structure, leverage and exit protections. Importantly, over our 21-year history and across more than 190 realized PIK investments, we have generated a return measured by a multiple of our invested capital, or MOIC, of 1.4x. This MOIC is a modest premium to the 1.3x MOIC on all of our exited investments since our inception in 2004.

We believe that this demonstrates that the selective use of PIK does not create unnecessary levels of risk in our portfolio or correlates to future losses. On the contrary, it has supported our strong returns over the past 21 years for our shareholders. Repayments also offer us an opportunity to assess our valuation process over time. We believe the scale we have built in portfolio management is a meaningful competitive advantage. The merits of our large team and time-tested process are reflected in our realized outcomes at exit.

Specifically, when comparing realized investments exited over the past 2 years to their respective fair values 1 year prior to exit, we found that 99% of fully paid off U.S. debt investments were realized at valuations in line with or better than their valuations 1 year prior. We believe these observations underscore the rigor of our valuation process. Turning now to further details on borrower health. The financial position of our portfolio companies remains solid with interest coverage stable sequentially and improving year-over-year and leverage levels broadly stable.

Our investments remain well protected by substantial equity cushion beneath us with an aggregate loan-to-value ratio in the portfolio in the mid-40s percent range. Supported by these underlying portfolio trends, the credit performance of our portfolio remains solid. Our nonaccruals at cost ended the quarter at 2.1%, a 30 basis point increase from prior quarter, but still well below our approximately 3% historical average since the global financial crisis and the BDC historical average of approximately 4% over the same time frame.

Our nonaccrual rate at fair value also remained low at 1.2% of the portfolio, stable quarter-over-quarter and well below our historical levels. Our overall risk ratings remain stable and the share of our portfolio companies in our higher risk categories, Grades 1 and 2 remain below our 5-year average and notably lower than our portfolio companies in Grade 4, which are outperforming companies. With this backdrop of our portfolio continuing to perform well, we would note that as we have said several times in the past, we would not be surprised to see credit quality and nonaccruals across the industry revert closer to historical norms from what has been a period of unusually low levels in the industry, particularly given slower economic growth, repercussions from geopolitical issues and supply chain disruptions. We are already seeing higher levels of manager dispersion, and we believe this trend will continue.

Shifting to the second quarter. As Kort noted earlier, market activity has remained slow as participants continue to work through price discovery. Through April 23, 2026, total commitments were approximately $200 million. Our backlog was approximately $1.8 billion as of the same date, and our activity levels as measured by discussions have increased in recent weeks. Additionally, our current backlog reflects a 35 basis point increase in spreads and a 40 basis point increase in fees as compared to the first quarter first lien loans.

As a reminder, our backlog contains investments that are subject to approvals and documentation and may not close or we may sell a portion of these investments post closing. While we are beginning to see deal flow pick up, we expect the slower start to affect both originations and exits in the second quarter. In summary, we believe ARCC is navigating this period of market transition from a position of strength. The current environment is reinforcing the advantages of scale, balance sheet strength, capital availability, underwriting discipline and portfolio management.

Supported by a well-performing, diversified portfolio and significant liquidity at ARCC and across the broader Ares platform, we believe we are well positioned to thrive in this market and continue generating attractive dividends for our shareholders. As always, we appreciate you joining us today, and we look forward to speaking with you next quarter.

With that, operator, please open the line for questions.

[Operator Instructions] We'll go first to Rick Shane with JPMorgan.

Look, it's obviously an interesting time. You've talked about the widening of spreads, and you've talked about better origination fees. I am curious when we look at some of the other elements of transaction structure, particularly things like covenants and control provisions if the market is readjusting as well. I think that when we sort of hear what's happened over the last couple of years, that's been one area of concern. And I'm curious if that's normalizing also.

Yes. Thanks for the question, Rick. This is Kort. I can jump in on that one and see if anyone else on the team wants to chime in. But I would say, yes, those other noneconomic terms and documentation provisions are moving more positively in our direction as well as the economic points of fees and spread, as I mentioned in the prepared remarks. So whether it's getting a financial covenant on companies that might have been previously on the margin of getting one, I would say that's tipping in our direction.

I don't want to overstate it. Obviously, large-cap borrowers of high quality are still able to access deals from the private credit market cov-lite. But at the margin, it's moving in our direction as well as collateral protection terms and other documentation terms that a lot of people have been talking about certainly of late. So yes, it feels like certainly a better time. Obviously, our market moves a little bit more slowly. So we'll continue to watch and see how things change from here.

Great. Kort, if I can just ask one quick follow-up to that. So I think what I'm hearing from you is in terms of all of deal structure mean reversion. It's not like we've swung from a wildly bullish market to a wildly bearish market in terms of wider spreads, et cetera. And given all of the noise and drama we had during the first quarter, is this just a reflection of the continued supply of capital from both the public and private BDCs sort of insulating those moves?

I think it's probably that -- I think it's probably a little bit of 2 things. I think it's one, supply of capital and the changes that we're seeing in the flows in the retail and wealth channel. But I think it's probably also just part of what Jim said in his prepared remarks, which is that I think people do recognize that the risks out there are a little bit higher now with some of the geopolitical developments and slowing economic growth. And that probably is also influencing people's behavior when it comes to pricing new deals. So I think it's a little bit of both of those things.

But in terms of your comments around reverting to the mean, I think that's correct. I don't think we're saying we're in an environment today where spreads are blown out super wide. Obviously, we got to a very tight place last year, and it's good to see them widening. But like we said, 50 to 75 basis points of kind of total yield improvement between spread and fees doesn't indicate a blowing out of spreads.

We go next now to Finian O'Shea with Wells Fargo Securities.

Just following up on that topic. And Jim, you talked about the benefits of investing in volatility. It does -- this sort of activity on the runway does sound like the higher quality kind of deal that would reprice down when the retail vehicles, say, eventually recover and that could pressure NOI more. So as you approach book and can raise capital, how aggressive do you want to be in terms of growing into this environment?

Yes. I'll start by saying -- thanks, Fin. But I'll start by saying that I don't think we're in need of growing the capital base right now with the $6 billion liquidity position that we have. We also do our best to -- when we look -- when we're in a market like this to get call protection on deals so that we can lock in terms when the market is favorable for us like it is today. Certainly, there's some period of time that will pass and you will end up in scenarios where repricing will come back to the market.

I think we're seeing that pendulum actually swing both ways. We have opportunities right now to reprice many of the deals in our portfolio as they look for amendments or add-on acquisitions, things like that. And we're doing a lot of that right now. So that is sort of how the market works. It's not as rapid as a public market. So you'll see insulation from those repricings to a certain extent, more in the private markets than in the public markets. So it's not as rapid. You don't -- because it's not as active, the volatility is not as high. You just see a little bit more stability in the bands on either side are tighter.

And then as it relates to raising capital, I mean, we'll just evaluate that quarter-to-quarter, month-to-month as we see what's in the pipeline, the nature of the market at that point in time and where the stock price is.

It's helpful. A follow-up, Scott, I appreciate your comment on the bank side of the funding arena. I think it's fair to say you're a desirable counterparty, but you've also done your job in fighting those borrowing spreads down for yourselves, and we have seen banks sort of push back. I think there were a bunch of repricings upward in, say, '22, '23. Do you see any of that on the runway as your spreads widen? Will the banks, do you think, fight their spreads back up?

Yes. Thanks, Fin. Yes, I do think that there's potential for that. We're not seeing it at the moment. As you saw during the quarter, we actually repriced one of our facilities down a little bit. So these things will ebb and flow. I think for us, if it does move that it's not going to be just for us, it will be for the whole sector. So if that's happening, that should mean that we should be able to put pressure on the asset side, too. So our ability to take increases on our liabilities should be commensurate with increases on the asset side, but it's too early to tell right now.

We'll go next now to Arren Cyganovich at Truist Securities.

The April to date trends were quite low. You highlighted that as borrowers are trying to adjust to the new spread and document environment. What -- you mentioned that things have picked up in recent weeks. Should we expect kind of a similar slowdown that we saw last year due to the tariff stuff we saw in the second quarter? Or do you think that this could actually potentially pick up as you have had these conversations in recent weeks?

Yes. Why don't I try to answer that one. It's obviously really hard to predict. And I probably don't want to venture a guess as to how we're going to see transaction activity evolve from here because it just has been very up and down. Obviously, you mentioned last year, kind of similar, things really slowed down with the tariff noise and then the second half was extremely busy, and we posted record volumes. It was really hard to see that coming when we were sitting here in April, May last year.

I guess what I would say about the backlog or the -- I guess, the activity in the last few weeks since the end of the quarter, obviously, there's a little bit of a lag effect. So the stuff that we're committing to in the first few weeks of April has been sort of teed up and discussed through investment committee for weeks, if not months prior to that leading up to it. So a little bit of a lag effect. We're starting to see the comments we had in the prepared remarks referred to the fact that we're starting to see a pickup just in terms of our cadence of deals that we're seeing come through investment committee, I would say, in the last 3 to 4 weeks.

So we're at the front end of seeing that pickup, and we did want to go out and make sure that people are aware we're seeing that. But whether it's sustained or not, I think, depends on a lot of different variables out there, maybe most notably just the geopolitical situation. I think if that can get resolved in a sustainable manner, then I think you could see things really pick back up meaningfully, but that's something that's just really hard to predict. So hopefully, that helps a little bit.

Yes. No, absolutely. It's obviously something that's evolving rapidly. So I appreciate those comments. The other question I had was around the consultant that you hired, and I appreciate all the numbers and kind of fits with what you've been saying to us publicly in terms of the higher quality type of well-protected enterprise type of companies, some small risk from AI, some, I guess, medium risk as you kind of pushed -- pointed to that.

I think the biggest question that people have, and this is going to take quite a while to unfold is these companies are doing well now. They're going to probably continue to do well in the near term. But at some point, they have to be refinanced and the equity markets have repriced software down, I don't know, 40% or so. What are some of the options if you have a private equity firm that maybe bought a company at 21x EBITDA and now they're trading at 13 and maybe not want to exit those and you probably don't want to hold on to those loans through the next cycle. So maybe you could just talk about the refinancing risk and some of the options that you'll have to use whenever you get to that kind of point of refinance whenever that occurs.

Yes, sure. So obviously, a fair amount to unpack on the software topic. I guess, just specifically to the refinancing risk, number one, there already is a market that exists currently despite the fact that the deal flow is low. We are seeing deals get done in the software space. There have been a couple in the last month or 2, where the market has been able to finance these transactions. They're -- for higher-quality borrowers without AI risk, they're coming in at obviously a little bit wider spreads, but they're getting done.

We actually had one company in our portfolio that we didn't think was particularly risky, but sort of almost straddle the low to medium risk category, and we decided to not extend maturity and the lender group took us out of that name. So just as one case study of our ability to exit when there's a maturity if we're not willing to provide an extension. I guess, again, there's so many names in the book. It's hard to go kind of granular on a call like this. But I would just remind everyone that our loan to values on our software book as a whole still are very healthy and low relative to the broader book.

So we took a lot of markdowns on the equity values on our software names in our portfolios and the LTV in our debt software book still stands in the low 40s, below the LTV of the total book. The growth rate, the EBITDA growth rate of our software companies remain consistent with the growth rate of the rest of the book at 9% year-over-year. And I guess I would also say we can spend more time if people want to on the consultant study and the different categories and risk ratings. We obviously have a lot of detail there, but we did actually make an effort to unpack and do a maturity waterfall on the entire software book and compare the maturities in the lower risk category versus the higher and medium risk category.

And the maturity profile actually for the higher and medium risk names is materially shorter. It's 2.4 years versus 3.9 on the total book. So the low-risk names are about 4.2 years. So when it comes to trying to mitigate technology risk, obviously, shorter maturities is better. And when -- I guess, to the final specific point of your question, when we get to the point of the maturity and if we're not willing to give an extension, then we're going to have a conversation with the owner of that business. If it's a financial sponsor, then we're going to, in most cases, probably request that a capital injection is made in order to pay down our debt and derisk us to get a maturity extension. Obviously, it's a case-by-case basis. It's hard to generalize, but we are not unfamiliar with having some difficult conversations with sponsors about needing to exit names. We've done it over a long period of time, and we feel confident we'll be able to do that again now.

We'll go next now to John Hecht with Jefferies.

Maybe a little bit of a tack on to the prior question. I really appreciate all the context you gave us around your software portfolio and understand you had a highly regarded third-party management consulting firm evaluate your exposures. I'm wondering, are you able to give us any, call it, sensitivity analysis around like impacts or disruptions to revenue as revenue models shift within the portfolio? And what that did to, call it, leverage calculations during that exercise?

I'm sorry. So just -- you're asking about how are the revenue trends changing within the different categories?

When you analyzed sensitivity or exposure to AI disruption, did that include like an assessment of potential revenue model shifts for the software companies? And if so, can you give us any, call it, materiality of the revenue shift as the industry changes?

Sure. Yes, I think I get it. Why don't I just give a little bit of color around kind of the definitions of these 3 categories, and I was anticipating we might -- people might want to go into this because I think it will help with your question. The first thing I would say is we're not seeing any significant deterioration in the performance of these companies regardless of whether they're in the low or the medium risk. I should say in the high-risk category, again, it's only 0.3% of the entire portfolio at fair value. And it actually is only 3 names in that high-risk category. One of them is Pluralsight, which people know is not performing well. So within that high-risk category, there is performance issues.

But in the medium risk and low-risk category, this portfolio as a whole continues to perform very, very strongly. So to the prior question, nothing is happening yet in the numbers. It's all about the look forward into the future that everybody is -- wants to talk about and is focused on. So maybe just on the definitions of these categories, the low-risk names are companies that were identified by the consultant and us, by the way, they validated the work that we've been doing ourselves rating these names for the past 6 months. But companies that have lots of layers of mitigants to AI risk.

And we've talked about this before, whether it's system of record positioning, proprietary data, regulated end markets, network business models, all these things that insulate a company from being disrupted. That low-risk category, these companies have lots and lots of those mitigants. And what I would just kind of say is they don't have to do a lot to prevent disruption. And they actually will likely benefit from AI. The 85% of the companies that are in that low-risk category in our software book, much more poised to benefit from AI than to be disrupted. The medium risk category, which is 14% of the software portfolio or 3% of the total portfolio, what I would say about this category is there are still mitigants that exist, some of those mitigants in the low-risk category, and these companies need to execute on their own AI strategy and keep evolving their products in order to stay competitive.

So to your point, I don't know if -- it's not a revenue model change, but it's just making sure that they're evolving their product suite to incorporate AI so that they could stay competitive and ahead of the curve. And that is how I categorize those names. And really importantly, in this medium-risk category, we're not saying nor is the consultant saying there's going to be disruption. And actually, the study specifically states that many of these companies are well positioned to adapt within the time necessary to adapt. But it's just that there are less mitigants than the companies in the low-risk category. And in the high-risk category, the definition there is these companies really need to transform their business model in order to get -- in order to sort of survive the disruption risk. So I don't know if that helps with your question, John, or not. But hopefully, that color helps provide some more insight into the study that we can do.

That helps a lot. I really appreciate that. Second question is, and you talked about the deal environment, how it was -- it's temporarily been impacted by all the global stuff. But that maybe you're seeing some early indications of a renormalization. We've been waiting for a long time for this wave of, call it, private equity, call it, portfolio maturities and how there's a lot of pressure to liquidate and return capital to LPs. I'm wondering what are the -- assuming this geopolitical stuff stabilizes, is there anything obstructing that, call it, wave of potential activity beyond this? And do you guys have an opinion about when and if that wave might occur?

It feels like all the ingredients are still in place if you take out the volatility that's going on in the world in the market right now. So that -- the pressure on the private equity firms to return capital is only increasing. The hold periods are lengthening. Again, the -- even though economic growth overall is slowing a little bit in the sectors that we invest in, growth is still really strong. So I really don't see any other barriers that would prevent us from being able to get back to a really active deal environment. Obviously, all the noise around software is likely to hamstring volume within that sector specifically. But other than that, I don't really see any other barriers.

Yes. And maybe I'll add, Kort. There is a fair amount of healthy discussion dialogue in the sectors and areas that are unaffected, either with geopolitical or software. There's -- so I think there's an optimism around deal flow. It's not optimal for a private equity firm to go bring their company to market in the midst of the most intense moments. But there's a lot of interest in migrating towards companies and having -- getting invested in companies that are sheltered from some of those issues. And I think there's a lot of optimism there. So I think those will lead the way probably. And then you'll see a more active broader market. If history repeats itself, that's what we should expect to see over the next few quarters.

We'll go next now to Paul Johnson with KBW.

Credit is still relatively strong today, but I was wondering, in relation to just the NAV decline this quarter, how much of that would you say is kind of just the broader mark-to-market with spreads this quarter versus kind of credit-specific write-downs?

Yes, happy to take that. More than 2/3 of the marks we've had around 70% are mark-to-market related rather than credit related. So the significant majority of it is from mark-to-market.

Got it. Appreciate that. And then you guys have done -- I mean, you've clearly done some extensive analysis on the book. You've provided a lot of transparency on top of that. But I was wondering if I could just ask kind of higher level on marks, more specifically on software investments. How do the discount rates, I guess, move quarter-to-quarter? And is the assumption that the fundamentals of these companies because it sounds like a lot of them still have very strong performance, is the fundamental performance just strong enough to offset any sort of spread widening that we would have seen in the quarter? Or is it just more of a lagged effect that we might expect to see throughout the year if spreads continue to widen out?

Yes. Look, I think it's -- I think everyone would like to try and create a generalization around how to approach the answer to that question, which is just not easy to do. It's probably a good moment in time just to express, and I said some of it in our prepared remarks, but we have an extraordinarily extensive valuation process that's worked for a really long period of time, and it's proven out to be quite effective. It's really a bottoms-up company-by-company analysis, right? And every company is distinctly different to answer that question. You have to go look at that company. You have to look at the comparables that are very specific to that company.

And that's even within software. There are so many categories that exist within software. So broadly speaking, you want to draw a parallel to the broadly syndicated market or to sort of mark-to-market issues there, but it's not something that we should do. We should just look at them one-off. So there isn't a simple answer to that question. What I will say is there's clearly an impact on EV, and it was more pronounced in software, right, for the quarter.

So the assumption is fair, but that EV doesn't just flow directly into mark-to-market on the loan, right? So -- and once again, the private market -- Kort said it, the private market is active and still active in software. And so there is some movement, but what we are looking at a lot in the analysis, which is bottoms up again, is what is the private market doing for these companies and where indications there. And so that is a better source of one of the more important variables, I should say, that go into the equation.

Yes. Maybe I'll just add one more bit of color to just further illustrate what Jim was talking about that it's not so simple. Obviously, spreads widen, that affects the value of the loans and marks should go down. But it's not that simple on a portfolio-wide basis because on each individual name, that might not occur. For instance, if we have a software company that has performed extremely well and delevered such that the pricing and the spread on that loan is actually somewhat wide relative to the risk, we don't mark that loan above par. We mark it at par.

And so when spreads then widen, that loan can stay at par because the performance indicates that the risk is still -- that the pricing is still appropriate for the risk. So that loan might not get a markdown even in a spread widening environment, whereas another software name that is more levered would get a markdown in a spread widening environment. So just one example of like [ 50 ] of why it's -- you have to do it name by name. You can't do it on a portfolio-wide basis. But obviously, we're paying very close attention to each one of these names. We've got third parties in here validating all of our marks. And as Jim said, 70% or so of the write-downs were mark related.

Got it. Appreciate that. Very good answer, very helpful answer. My last question here was just in terms of Cornerstone software that was marked lower this quarter. Medallia, which you are not an investor, not a lender to, but Medallia getting restructured this quarter. Pluralsight, which you have a very small investment, also that company is struggling a little bit. I was wondering if you could just kind of tell us broadly for these companies, what exactly do you think it is that those companies are lacking in terms of the challenges that they're going through today? I mean was it lack of a critical system of record, that sort of thing for these companies to be running into trouble today?

Yes, I appreciate the question. I really just think we always hesitate to dive into any individual name discussion and really start getting into trends or performance results on individual names. So I just don't think I'm going to necessarily go there and get into that level of detail. On any portfolio, when you have 600 and some names and 100 whatever, 130 software names, you're going to have some names that are going to underperform. We thankfully only have a few of them.

Pluralsight has been underperforming for a while. People understand what's going on there. Some of the other names you mentioned, performance is actually fine, more of just mark-to-market issue based on what we're seeing in the market, how the market is viewing those kinds of credits. So not everything is what it seems. A lot of it isn't really performance related. But really, other than that, I just think it's not appropriate to dive into individual name discussions.

We'll go next now to Brian McKenna with Citizens.

Great. So one more follow-up on your software exposure. How much of the $1 billion roughly of the more at-risk software investments are sponsor-backed? And then you also have the largest portfolio management platform in the industry. So I'm curious how you can leverage that entire team to get out ahead of any potential AI risk and really how you can ultimately -- and that team ultimately drives better outcomes within this part of the portfolio.

Sure. so again, in that high-risk category, I think all of the names response are backed actually. There's only 3 names. We'll go back and check, but I believe they're all 3-year are sponsor backed.

In terms of our portfolio management and our playbook, I'm glad you raised it, something that we're -- we think is differentiating for our platform. It's something we try to highlight a lot. We have over 50-person portfolio management and restructuring team. We've operated over 21 years here through lots of different cycles, including the [ GFCE ]. We are not afraid to have tough conversations with the owners of businesses as I already mentioned, I think once on this call before. Look, the first thing we look for is if there's a liquidity problem, the owner of the business has to put in capital to support the liquidity problem. And if the other of the business is not willing to do that, then we are not afraid to restructure and own the company ourselves. Never what we want to do. It's never the plan, but we have the expertise and the team in place to own these companies, to be patient with them to provide additional capital to come out the other side and over our history, we've generated an enormous amount of gains by doing that. Just this year, we posted a big gain on portfolio company that was a mezzanine investment that we restructured and owned for 10 years and posted a big gain on it. So there's lots of examples like that over the course of time. so it might be hard to work if I take more involvement, but we absolutely have the expertise in place to do that.

Okay. Great. That's helpful. And then if you were to mark-to-market the portfolio today to reflect quarter-to-date trends, how much of the first quarter markdowns would be reversed?

I'm not sure we're in a position to answer that one at this point in time. I think that requires a whole -- our valuation market process is extremely extensive, as you can imagine. So that would be a difficult one to address as a one-off.

Yes. And our market doesn't move as fast as the liquid market does either. So really tricky to say.

We'll go next now to Kenneth Lee with RBC Capital Markets.

Just another one 1 on the software loan side. It sounds like the private markets are still originating software loans. But for Ares in particular, Wonder if you could talk a little bit more about some of the more recently originated software loans? What sorts of economics and terms are you seeing and also roughly what's sort of like the average LTVs that you're underwriting at?

Yes, sure. I appreciate the question. There really have not been a lot there. They're just a handful or less in the last few months of deals. Some of them were existing portfolio companies of ours where the sponsor may be looking for a little bit of incremental capital to do a tuck-in acquisition. There have not been any that have come across our transom here that are sort of larger kind of bellwether type software names where we can really point to and say this is where the market is. Smaller deals get price sometimes a little bit more indiscriminately if we have another lender who might just really want to own that name and can clear the deal. So I think it's really a hard question to answer. I guess I would probably say on the deals that we have seen clear the spread and fee increase on those transactions is a little bit wider than the 50 to 75 basis point average that we put out in our prepared remarks. And these are higher quality companies. It's not like -- if a software company has some kind of material question around the AI risk. That type of company is not really outraising capital right now. So these are the higher quality companies and it's a little bit wider than the average is probably what I would say.

Got you. Very helpful there. And then one follow-up, if I may, once again, just on the software side. Broadly across the portfolio there, how do you think about potential downside protection for software investments there, especially production that could potentially put a floor on recoveries. I'm thinking about, for example, intangible assets, any sorts of IP, I wonder if you could just give a little bit more color around that.

Yes. Look, again, so first of all, we are cash flow lenders in our core and always have been. And our underwriting thesis are always -- not always, but most of the time underpinned by very high degree of recurring revenues and predictability of cash flow conversion through lots of different cycles, as it pertains to software, technological cycles. And as we think about downside protection here, I think we'll just keep coming back to the fact that these companies have again, the vast majority. As we've been saying is now third parties have validated, vast majority of our companies have very high barriers that insulate them from technology and obsolescence risk. The retention rates of the revenues on these companies continues to be very, very high. The cash flow conversion is strong. The EBITDA growth is strong and the loan to value, again on our software book through for our debt investments is 41%. So even today after the markdowns we took on the equity values. So I think we rely on the significant amount of enterprise value cushion and the strategic value of these companies. to lots of different acquirers, either strategic acquirers or private equity acquirers for values that are well in excess of our debt if we needed to sell these companies to recover our principal. I don't know...

Maybe just one additional point. I don't know if this is what you're referencing, but we think we do a pretty good job with documentation. We obviously care a lot about the IP and protected as part of our documentation. And I think we do a better job in private markets than the public markets do in that point.

We'll go next now to Sean Paul Adams with B. Riley Securities.

While non-accruals are still relatively within low levels. It seems like there was a couple outsized markdowns, totaling almost $100 million for the quarter, and that was across just 2 names that aren't captured within the nonaccrual figure. I understand not wanting to delve into portfolio specific names. However, if your headline nonaccrual exposure metrics are capturing AI-based positions marked below $0.75 on the dollar, how are you trying to really express true exposure for mark-to-market risk in the next couple of quarters.

I was following you until the very end when the question -- the actual question came out there. So not sure exactly the point of the question. I get the -- one thing I'll say, and then maybe I'll have you rephrase it is, obviously, in volatile markets like we're in today, we see more dispersion of valuations and marks. And we see what the broadly syndicated market is doing to a bunch of names in the software space. And so that is going to be reflected in our remarks. We have to mark our portfolio based on where the comps and the market is saying, these debt positions are -- should be valued. That is -- that mark is independent of our analysis of whether the loan is covered by enterprise value and whether we deem the principal and interest collectible. And so there certainly could be in a more volatile market, loan valuations that trend lower but where we still feel that the principal and interest is collectible because we're covered by enterprise value. And my guess is that, that would apply to the names that you're fighting, again, without getting into individual name discussions. So I don't know if that was specifically what you were asking, but I want to make sure that point does come across clearly.

Right. Right. So to refine the question, if you're having a position with an exposure of $350 million at cost, right, and you're having a $50 million difference quarter-over-quarter. 25% of the marks at debt, you're -- like it's not calling out the full risk to that name.

It's price -- it's valuing the loan at the level that the market today is pricing that loan at. So that's a fair value market. It is reflected in our NAV, which these markdowns, we saw NAV decline this quarter for the first time i-- in a pretty long time here at it's capital. So it's reflected in the NAV. It's reflected in the marks. It is not -- if we still deem that were covered by enterprise value, it is not reflected in the nonaccruals. Because I think the point that you're making and that is accurate. We reflected in the nonaccruals when we believe there is risk of impairment and that the full interest and principal is not collectible.

We'll go next now to Peter Troisi with Barclays.

I appreciate all the comments on the -- on funding on the call so far. I'm just wondering if you could talk a little bit more about the mix of funding. Just looking at the ratio of unsecured debt to total debt has been gradually declining. Over the past few quarters and ended March at about 59%. And obviously secured funding is always going to be cheaper for you, especially now given where BDC unsecured spreads are generally. But wondering if you had a target for the ratio of unsecured debt to total debt or maybe even to total assets and where we could expect that ratio to go over the next few quarters?

Sure. Peter, thanks for the question. I think we certainly have run at fairly high levels of funded unsecured debt in the past. I think even at the current level, you cite, it's still pretty healthy and relative to the rest of the sector. Certainly, early part of this year, post our deal, the spreads gapped out quite a bit in the unsecured market and we're fairly unattractive. Let's say, the past 2 weeks have been very productive. So certainly makes it a little better. But I think the point is we have a fair amount of liquidity on hand, and we like doing that on purpose to make sure we can be very opportunistic about our issuances. So yes, I think the way we look at it is that we've got to still do no issuance for the rest of the year and we know you have a maturity coming up, still puts us at majority funded and unsecured. So I'd say, probably our target is to make sure that a majority of our funded debt is unsecured. So it does -- I think some room to go there. But certainly, it's a more productive market than it has been.

We'll go next now to Casey Alexander with Compass Point.

I want to badge of honor for being the last question on the longest quarterly conference call in Ares Capital history. And I do have 2. First one is, in the last 6 years, we've heard multiple periods where all of a sudden spreads widen out, and it looked like it was going to be durable in better terms and better documentation. And then just immediately -- almost immediately competition came in and slammed the right back to where they were. So why should we believe that this cycle is different and that wider spreads and better terms can be a little bit more durable?

Jim and I can maybe tag team on that answer, Casey. I don't know that we're actually sitting here saying, pounding our chest saying that anybody should expect it to be more durable than in past cycles. I think we're just saying, we're seeing it widen. We are watching the factors as to what's creating the widening, which we talked about before. I think both flows within private credit and maybe risk premiums in the market. I think the other thing I should say is banks, bank behavior is also driving the widening, and we're seeing banks be less risk on in terms of new commitments. We've seen the broadly syndicated market widen out as well in terms of their implied spreads and the pricing in that market. So there's lots of different things they're creating it. Every period is different. I mean we did see wider spreads be pretty darn sustained when they started to wind down in mid-2022. And that lasted for 18 to 24 months. We saw spreads peak out at [ 650 to 700 ] and fees were 2 to 2.5 points, and that was pretty well sustained. If you're referring to. Yes, look, last year, the tariff taxing period, obviously, we garnered some premium economics through that. Right through the teeth of that period when everything was extremely uncertain and then things changed immediately when our government decided to do their announcement and things were right back on track. So really hard to predict, and I don't think we are actually predicting whether it's going to be sustained or not, I think time will tell.

Okay. And my follow-on is Pluralsight, which you were involved in Medallia, which are not involved 2 of the highest profile sponsors within the space, and 2 very large deals. And I'm just curious, internally, how has that impacted your thinking in terms of sponsor selection and also sizing of investments going forward.

I think we have good relationships with both of those sponsors. I would say on Pluralsight, the way that, that deal resulted itself with the sponsor worked consensually with us to effectuate a restructuring and hand over the keys to the lender group. We were not the lead in that lender group. We didn't need those negotiations. We were a smaller holder but they certainly behaved ultimately in the way that, obviously, we would have liked to see them support the company with capital. But they did work consensually with us. And I don't think it's materially changing our view of whether we want to work with those sponsors or not. Not every deal is going to go on to plan. And we didn't really -- again, we didn't see any sort of nefarious behavior on the part of those sponsors.

[Operator Instructions] we'll go next now to Robert Dodd with Raymond James.

SOrry, Casey, but I guess, I'm after you. A question on the management consultant hiring them, and I apologize for [indiscernible], less about the output and more about the why. I mean to your point, A year ago, there was the tariff tantrum, et cetera, and you didn't hire a consultant at that point to evaluate embedded tariff risk in the portfolio or anything like that. You did it in-house with your in-house expertise, et cetera. So my question is, is it feels different this time, right? You've hired a consultant who might be agreeing with what you said, but was there a level of complexity increase and uncertainty about the capabilities of the in-house expertise or what motivated the decision to bring in that third party when that's not typically been the patent in the past when there's been some theme, be it tariffs or something else?

Yes, I love the question. So with tariffs, it's a math-based equation pretty much, and we were able to pretty quickly speak to all of our portfolio companies, asked them to break down their cost of goods sold from -- not all of our portfolio companies, but the ones that actually import products and break down the cost of goods sold and do a quick analysis as to the impact based on various tariff rates and come up with an exposure. And we put that number out with a clear explanation of how we did it. And people seem satisfied and agreed with the analysis. And by the way, then the tariff thing went away, like we said in the prior question. This is a much more complicated situation. It's becoming apparent to us. And it's not exactly numbers based, is what I would say. Because the numbers continue to be very, very strong in the software portfolio and yet the concern really from the outside world, not from the inside world, continues to be present. Even as we continue to talk about why we feel good about the software portfolio and the underwriting we've done. And I guess I'll just remind people a couple of things. So first, 2 years ago, right around now, we had a public Investor Day in New York and [indiscernible] anybody who wanted to show up and we had a whole slide we had on AI risk and how it might impact the software business and how we felt good about our underwriting and how we've always underwritten again, mitigating against technology risk. That was 2 years ago. And that wasn't even the beginning of when we started thinking about that topic. And as we said in the prepared remarks, it was middle of last year that we started to think about bringing in a consultant because we just felt like as we kept talking about the underwriting we've done in the mitigants, the fact that it wasn't a map-based equation and the fact that everybody was looking forward and not backward meant that we should probably bring in a third party to help us validate our opinions. And obviously, we feel good about our opinions, but like any, I think, prudent investment manager, you want to test your own thesis. And you want to figure out, do we have some bias potentially because we are the ones that have been underwriting this portfolio, and we wanted to bring in a third party not only just to help satisfy the external world, but also to test around thesis. And we started viewing those parties and decided on the consultant at the end of last year. We actually had in our prepared remarks in the October earnings call, a lot of comments about AI. Again, that didn't seem to satisfy people because in February, it seemed like the world woke up and everybody thought all of a sudden, there was going to be massive explosions in software, in private credit portfolio. So I think just the continued concern by the external world, the lack of math-based formulas and the desire to test our own thesis were the reasons why we went and did it this time. And hopefully, it's helping give people a little more color around the situation.

And maybe to clarify -- if you don't mind, I'm just going to clarify a little -- maybe just the response a little bit. We often engage third parties to help us evaluate transactions, right, and sectors and white paper, new spaces, and we utilize third-party work from consultants like this as part of our diligence, as part of our ongoing review of portfolio companies, too. So that's not -- that part of it is not new. I think what -- the scale of this and maybe the disclosure or the outbound to the community is what's new here. But I do think we -- this is a part of our work in a regular way, too. So it's a combination of the circumstances correlate out. And just this is a good practice for us and we do it often.

Got it. Yes. I can understand it's part of the processes. It's not normally a footnote in the presentation. On the -- kind of a follow-up sort of related. I mean, you said the medium risk assets have about 2.4, I think 2.5-year maturity left. I mean from the review, did they -- you get a takeaway on like what's the time line for these AI risks if they happen, right? If a medium business does get impacted and it's in the next 9 months than the maturity being a year plus, a lot further out is 1 thing. If it's 5-year horizons, then most of these assets are going to be matured and possibly gone before it ever becomes an issue. So can you give us any color on like what the outputs were on like where the maturities are versus what time horizon the risks actually really exist on.

Yes. It's a good question, Robert. I guess the more detail -- the more facts we disclosed, the more questions that come up when you talk about the 2.4-year maturity. Let me tell you, there was not really a strong part of the study or conclusion that delved into the amount of time that it would take it, I'm sure, obviously, that's very company-specific and not something that can necessarily be calculated. Again, this is a very complex topic. And I think it's a great question, but not something that I'm really in a position to answer other than to say that the consultants did report, I already said it once, but I'll say it again, the medium risk company, they felt the medium-risk companies in our portfolio do have ample time to execute on their own AI strategy in order to avoid being disrupted. So that was the specific commentary, but I didn't really talk about the actual specific length of time.

And ladies and gentlemen, this does conclude our question-and-answer session. I would like to turn the conference back over to Mr. Kort Schnabel for any closing remarks.

Great. No closing remarks. Thanks, everybody, for joining today and for your support and engagement, and we look forward to connecting with you on our next quarterly call.

Thank you, Mr. Schnabel. Ladies and gentlemen, this concludes our conference call for today. If you missed any part of today's call, a replay of the call will be available approximately 1 hour after the end of today's call through May 28, 2026 at 5 p.m. Eastern Time.

You can access the replay for domestic callers by dialing 1 (800) 727-6189 and international callers 1 (402) 220-2671. An archived replay will also be available on a webcast link located on the homepage of the Investor Resources section of Ares Capital website.

Again, thanks for joining us, everyone, and we wish you all a great day.

Good afternoon, welcome to Ares Capital Corporation's Fourth Quarter and Year Ended December 31, 2025, Earnings Conference Call. [Operator Instructions] As a reminder, this conference is being recorded on Wednesday, February 4, 2026. Over to Mr. John Stilmar, partner of Ares Public Markets, Investor Relations.

Thank you, and good afternoon, everybody. Let me start with some important reminders. Comments made during the course of this conference call and webcast as well as the accompanying documents contain forward-looking statements and are subject to risks and uncertainties. The company's actual results could differ materially from those expressed in such forward-looking statements for any reason, including those listed in its SEC filings. Ares Capital Corporation assumes no obligation to update any such forward-looking statements. Please also note that past performance or market information is not a guarantee of future results.

During this conference call, the company may discuss certain non-GAAP measures as defined by SEC Regulation G, such as core earnings per share or core EPS. The company believes that core EPS provides useful information to investors regarding the financial performance because it's one method the company uses to measure its financial condition and results of operations.

A reconciliation of GAAP net income per share, the most directly comparable GAAP financial measure to core EPS can be found in the accompanying slide presentation for this call. In addition, reconciliation of these measures may also be found in our earnings release filed this morning with the SEC on Form 8-K. Certain information discussed in this conference call as well as the accompanying slide presentation including credit ratings and information related to portfolio companies was derived from or obtained from third-party sources that have not been independently verified. And accordingly, the company makes no representation or warranty with respect to this information.

The company's fourth quarter and year-end 2025 earnings presentation can be found on the company's website at www.arescapitalcorp.com by clicking on the Fourth Quarter 2025 Earnings Presentation link on the homepage of the Investor Resources section. Ares Capital Corporation earnings release and Form 10-K are also available on the company's website. And now I'd like to turn it over to Kort Schnabel, Ares Capital Corporation's Chief Executive Officer. Kort?

Thanks, John, and hello, everyone. Thank you for joining our earnings call. I'm joined today by Jim Miller, our President; Jana Markowicz, our Chief Operating Officer; Scott Lem, our Chief Financial Officer; and other members of the management team who will be available during our Q&A session.

Let me start by providing a few thoughts on ARCC's performance, current market conditions and our outlook for the year ahead. 2025 was another good year for our company. We generated strong financial results, supported by our stable credit quality and growing portfolio. Our core earnings per share of $0.50 for the fourth quarter and $2.01 for the full year fully covered our dividends and drove an ROE in excess of 10% for both the fourth quarter and the full year.

Reinforcing our long-term track record of generating NAV growth with attractive dividends, we ended 2025 with modestly higher NAV per share and have now paid a consistent or growing level of regular quarterly dividends for over 16 years.

The drivers of these results are embedded in what we believe are our long-term competitive advantages, which include the experience of our team, our long-standing market relationships, the scale of our capital base and our rigorous credit standards. We remain confident that these enduring competitive advantages will continue to support compelling performance for the company in the future.

Looking back on 2025 as uncertainty around macroeconomic policies from the early months of the year subsided and pressure on private equity firms to return capital to investors mounted, we saw a rebound in transaction activity during the second half of the year. This, in turn, led to a meaningful acceleration in new investment commitments for us over the same period.

Despite a relatively tepid M&A market in the first half of 2025, we remained busy with the majority of our originations coming from incumbent borrowers as we sought to support the growth objectives of our portfolio companies.

We believe that our ability to be a steady capital provider at scale through periods of economic and capital markets volatility is especially valuable to our portfolio companies and continues to lead to further market share gains as our existing borrowers consolidate their lending relationships with us.

Specifically, across our top 10 incumbent transactions during 2025 we more than doubled our share of the overall financing. These incumbent transactions can offer attractive opportunities to increase our exposure to some of our best-performing portfolio companies. Therefore, our portfolio of more than 600 borrowers is yet another factor that we believe can drive future incumbent lending opportunities and in turn, the long-term performance of our company.

While we continue to see opportunities with incumbent borrowers into the second half of 2025, the M&A and LBO markets also gained momentum. This accelerated transaction activity and new borrowers comprised the majority of our new lending activity in the second half of 2025. Reflecting the breadth of our market reach and further expanding future incumbent opportunities, ARCC added more than 100 new borrowers to the portfolio during the year, a new record for the company.

While the broader tailwinds of increasing market activity levels helped drive higher originations to new borrowers in the second half of the year, much of this growth also came from the continued expansion of our specialized industry verticals. The deep knowledge and specialized skill set we have developed in industries such as sports, media and entertainment, specialty health, health care, energy, software, consumer and financial services ultimately results in access to differentiated deal flow, particularly in the nonsponsored channel.

Building on the momentum we have in these verticals our nonsponsored originations grew by more than 50% during 2025. Collectively, these factors supported a record year of gross originations at ARCC with $15.8 billion of new commitments in 2025. Importantly, we are maintaining our highly selective approach, supported by a widening set of sourced opportunities.

In 2025, our investment team reviewed nearly $1 trillion of potential investments, representing a 24% increase in the number of opportunities we reviewed relative to the prior year. We also see the merits of origination scale in our ability to garner attractive terms and pricing. Against a competitive market backdrop, where market spreads declined before stabilizing over the course of the year, we were able to drive a modest year-over-year increase in spreads for our first lien commitments, while also maintaining LTVs in the high 30% to low 40% range, and upholding our stringent underwriting and documentation standards.

The quality of our portfolio remains in excellent shape as our borrowers continue to demonstrate healthy overall performance. On average, our portfolio companies are growing faster than the economy and the comparable broadly syndicated loan market. In 2025, the weighted average organic EBITDA growth rate of our borrowers was more than 3x that of GDP and more than double the growth rate of borrowers in the broadly syndicated loan market.

The continued growth and stability of our borrowers also contributed to improvement in portfolio fundamentals. For example, average portfolio leverage decreased approximately 0.25 turn of EBITDA from the prior year while our portfolio's average interest coverage ratio improved to 2.2x driven primarily by lower market interest rates and earnings growth.

Our credit quality showed stability throughout the year as our nonaccruals at cost ended 2025 in line with both the prior quarter and year-end 2024 levels and our weighted average portfolio grade remained consistent throughout the year at 3.1. We also generated pretax net realized gains on investments of more than $100 million during 2025. These results extend our long track record of generating realized gains by successfully investing across the capital structure with the support of our industry-leading portfolio management team.

During 2025, we realized over $470 million of gross gains from our equity co-investment portfolio and our successful portfolio management and restructuring efforts. The exits on our equity co-investments over the course of 2025 generated an average IRR in excess of 25%, returning more than 3x our initial investment on average.

These results further support our track record of generating an average gross IRR on our equity co-investment portfolio that was more than double the S&P 500 total return over the last 10 years. Collectively, these results underscore the strength of our team and the merit of our differentiated investment strategy.

Even as our overall portfolio continues to perform well, we remain steadfast in our approach to risk management and diversification. With a 0.2% average position size at ARCC we believe we are well positioned to minimize single name risk and thus, lower portfolio risk overall. We believe this level of diversification stands apart from many others in the industry, and, in our view, will contribute to further differentiation in performance between ARCC and industry averages.

Against this backdrop of strong originations and stable credit performance, let me make some comments on our dividend outlook. We believe ARCC is in a good position to maintain its dividend despite market expectations for further declines in short-term interest rates. We generally set our dividend level based on our view of the earnings power of our company. While lower short-term rates present an earnings headwind, we believe there are multiple factors that can support our earnings and thus, our current dividend level for the foreseeable future.

First, we believe our dividend level was set at an achievable benchmark for today's interest rate and competitive environment. Second, our balance sheet leverage remains low, below 1.1x net debt to equity leaving meaningful capacity relative to the upper end of our 1.25x target range. Importantly, as we prudently grow the portfolio above 1x earnings will also benefit from the lower management fee rate on the marginal portfolio. Third, we see incremental growth opportunities from 2 of our most strategic investments, the Senior Direct Lending Program and Ivy Hill Asset Management. And as market activity increases, our ability to invest across the capital structure has historically provided us with higher returning opportunities.

Fourth, we expect continued healthy credit performance considering the current economic outlook, the strength and stability of the current portfolio and the team's track record over more than 20 years. Finally, we have more than 2 quarters of spillover income, which provides an additional cushion to help support dividend stability in the event that our quarterly core earnings temporarily dip below the dividend.

In closing, 2025 was a great year for ARCC. We believe our results for the fourth quarter and full year will continue to show differentiation in a market where there is already increasing dispersion in financial results. With this momentum, I believe we are well positioned for a successful 2026 and beyond. I will now turn the call over to Scott to take us through more details on our financial results and balance sheet.

Thanks, Kort. This morning, we reported GAAP net income per share of $0.41 for the fourth quarter of 2025 compared to $0.57 in the prior quarter and $0.55 in the fourth quarter of 2024. For the year, we reported GAAP net income per share of $1.86 compared to $2.44 for 2024. We also reported core earnings per share of $0.50 for the fourth quarter of 2025 compared to $0.50 in the prior quarter and $0.55 for the same period a year ago.

For the year, our core earnings per share of $2.01 compared to $2.33 for 2024. The decrease in core earnings year-over-year was driven in large part by the decline in base rates. Importantly, in 2025, our core EPS remain in excess of our dividend in all 4 quarters, and we generated 10% core ROE for the year, which was in line with our historical average since inception.

Looking forward, as mentioned in previous calls, it's important to consider the timing of contractual rate resets in our floating rate loan portfolio on our core earnings. Changes in base rates typically take about a quarter to be fully reflected in earnings. Therefore, assuming all else equal, the decline in base rates during the fourth quarter will create about $0.01 per share of earnings headwind for us in the first quarter of 2026. As a reminder, there typically is seasonality in our business as origination volumes generally tend to be slower in the first quarter, than in the fourth quarter. Capital structuring service fees, which are tied to origination volumes typically follow the seasonal pattern as well.

Now turning to the balance sheet. Our total portfolio at fair value at the end of the fourth quarter was $29.5 billion, which increased from $28.7 billion at the end of the third quarter and $26.7 billion a year ago. Our net asset value ended at $14.3 billion or $19.94 per share, down 0.35% from a quarter ago and up 0.25% from a year ago.

Shifting to our debt capital. We're proud of what we accomplished in the past year by continuing to grow and strengthen our best-in-class balance sheet. In total, we added new gross debt commitments of $4.5 billion in 2025, a new record for the company. That progress was driven by consistent and leading execution across multiple funding channels, starting with our unsecured notes. We were active in the unsecured notes market during the year, issuing $2.4 billion of investment-grade bonds, marking our second most active issuance share since our inception. Notably, we remain the highest-rated BDC by all 3 of the major rating agencies.

Consistent with our long-term strategy of being a regular issuer in investment grade notes market, we began 2026 by issuing $750 million of long 5-year debt at an industry-leading spread of 180 basis points over treasuries, which we swapped to SOFR plus 172 basis points. We have also been the beneficiary of broader investor support as more than 75 new investors have participated in our bond offerings over the past 12 months through this transaction.

We were also active with our diverse bank capital providers, expanding our credit facilities by $1.4 billion over the course of 2025 while also reducing borrowing spreads by approximately 20 basis points on average. We are proud of the relationships we have with over 40 banks, many of whom have been long-term and growing supporters of ARCC.

And finally, we continue to benefit from Ares' long-standing reputation as a top-tier manager and 1 of the largest CLO issuers in the market. That positioning helped us execute our largest on-balance sheet CLO in our history, with $700 million of debt price in December at a blended cost of SOFR plus 147 basis points. Beyond the efficiency of this transaction, our execution further broadened our funding mix by accessing the strong demand for rated asset-backed financing secured by a significantly diverse high-quality portfolio of assets.

Collectively, our floating rate financing helped the company capture the benefits of lower borrowing costs should market rates decline further. Nearly 70% of ARCC's borrowing today are floating rate compared to approximately 50% at year end 2024.

Overall, our liquidity position remains strong, totaling over $6 billion including available cash on a pro forma basis for the post year-end activity that I just mentioned. In terms of our leverage, we ended the fourth quarter with a debt-to-equity ratio, net of available cash of 1.08x and versus 1.02x a quarter ago, which still leaves us with meaningful headroom relative to the upper end of our target leverage ratio of 1.25x.

We continue to believe our significant amount of dry powder positions us well to actively support both our existing and new portfolio companies. Furthermore, we appreciate the continued support of all of our debt investors and lenders, and we look forward to building on these partnerships in the year ahead.

Finally, our first quarter 2026 dividend of $0.48 per share is payable on March 31 to stockholders of record on March 13. ARCC has been paying stable or increasing regular quarterly dividends for 66 consecutive quarters. In terms of our taxable income spillover, we currently estimate that we will carry forward $988 million or $1.38 per share available for distribution to stockholders in 2026.

I will now turn the call over to Jim to walk through our investment activities.

Thank you, Scott. I will provide some additional details on our fourth quarter investment activity, our portfolio performance and our positioning at year-end and then conclude with an update on our post-quarter-end activity and backlog.

In the fourth quarter, our team originated over $5.8 billion of new investment commitments, which is up more than 50% from the fourth quarter of 2024. This brought our total new commitments for the year to $15.8 billion, marking a new annual record for ARCC. About half of our new originations in the fourth quarter supported M&A-driven transactions, such as LBOs and add-on acquisitions, which builds on the momentum we saw last quarter and highlights our ability to benefit from the early signs of a more active and M&A-driven market environment.

Reflecting on our broad market coverage across the lower, core and upper parts of the middle market, our fourth quarter originations included companies with EBITDA ranging from under $20 million to over $800 million. Additionally, we made commitments to companies across 21 industries and 58 sub industries, demonstrating the benefit of our critical focused origination team and identifying specialized opportunities, which Kort touched upon earlier.

We ended the year with a record $29.5 billion portfolio at fair value, a 3% increase from the prior quarter and 10% increase from the prior year. As of year-end 2025, our strong and growing portfolio remains well diversified across 603 different borrowers. The number of companies in our portfolio has also increased nearly 10% over the past year and 72% over the past 5 years, further enhancing our diversification.

The granularity of our portfolio can also be seen in our small position sizes. Each of our investments represents less than 0.2% of the overall portfolio on average and our top 10 investments, excluding our investment in IHAM and the SDLP comprised approximately 11% of the overall portfolio which is less than half the average concentration of our relevant peers.

The scale of capital available at Ares and ARCC supports our ability to execute our origination strategy and invest across the middle market, while also mitigating the impact of negative credit events in any one borrower on the credit performance of the company.

The financial position of our portfolio companies remain strong. Our portfolio's average interest coverage ratio of 2.2x increased 10% quarter-over-quarter and 15% year-over-year. The portfolio's average leverage level also showed strength, declining about 0.25 turn of debt-to-EBITDA from year-end 2024 and remaining stable with Q3 levels. Additionally, healthy enterprise values continue to underpin our loan positions as loan-to-value ratios remain low and stable at approximately 44%.

Our portfolio companies continue to demonstrate growth in their profitability. The weighted average EBITDA of our underlying portfolio companies demonstrated organic growth over the last 12 months, expanding 9% year-over-year. This organic growth rate remains in line with our 10-year average and was more than double the EBITDA growth of the borrowers in the leverage loan market of approximately 4%.

When looking across the different segments of our portfolio, we continue to see healthy performance. We are observing positive EBITDA growth in excess of the broader economy across both senior and junior capital investments as well in both large and small companies.

We are also seeing outperformance through our industry selection as the top 5 largest industries in our portfolio, including software, are experiencing faster EBITDA growth than the aggregate portfolio. The organic growth rate of our borrowers underscores what we believe is one of the many merits of not being a benchmark-style investor as we are able to be selective not only with the companies we are financing, but also with the industries we target more generally. Supported by these underlying portfolio trends, the credit performance of our portfolio remains strong.

Our nonaccruals at cost ended the quarter at 1.8%, in line with prior quarter and prior year levels. This level remains well below our 2.8% historical average since the global financial crisis and the BDC historical average of 3.8% over the same time frame. Our nonaccrual rate at fair value also remained low at 1.2% of the portfolio and well below our historical levels.

Our overall risk ratings remained stable throughout 2025, and the share of our portfolio companies in our lowest risk category grades 1 and 2 totaled 3.8% at fair value, remaining 180 basis points below our 5-year average. While our overall portfolio continues to perform well, we remain vigilant in monitoring our portfolio for underlying credit issues and seek to be proactive in addressing any issues as they arise.

Shifting to 2026, we've had a strong start to the new year. Our total commitments through January 29, 2026, were nearly $1.4 billion, an 11% increase as compared to commitments closed in January of last year. Additionally, our backlog as of January 29, 2026, stood at $2.2 billion, which is more than 17% greater than the reported backlog at January 28 of last year. As a reminder, our backlog contains investments that are subject to approvals and documentation and may not close or we may sell a portion of these investments post closing.

Furthermore, we are closely watching current market conditions to see if the choppiness in retail capital flows impacts the competitive landscape in our favor. In contrast to managers that have concentrated their fundraising in retail-oriented products, we believe managers such as Ares, with both significant institutional and retail sources of capital possess a more stable base of committed dry powder. This allows Ares and in turn ARCC to be a consistent capital provider with the scale in the market through changing periods.

As we look to the future, we believe we are well positioned to capitalize on an expanding market opportunity, supported by the collective expertise of our team and our differentiated approach. These advantages have underpinned both our leading investment performance and stock-based returns. Since our inception in 2004, our stock-based total returns have outperformed the KBW Bank Index, BDC peer averages and the S&P 500 by approximately 40% or more.

Most recently in 2025, ARCC generated more than 600 basis points of additional total return versus the BDC average as measured by the VanEck, BDC ETF. As always, we appreciate you joining us today. And we look forward to speaking with you again next quarter.

On behalf of the executive team, I'd like to thank our team for the hard work and dedication that led to another strong year for ARCC. With that, operator, please open the line for questions.

[Operator Instructions] We'll take our first question from John Hecht with Jefferies.

You guys did -- you mentioned the position you have in software. You also mentioned that software continues to grow faster than the pretty strong rates of growth elsewhere in the portfolio. but there's a big emerging fear in the market about the impacts of AI on that type of business performance. I'm wondering, do you guys -- are you eyeing that emerging subject and do you have any points to make on how you think it's positioned in that regard?

John, thanks for the question. Very glad that this is the first question of the day because obviously, there's a lot of noise going on out there. And I think we really want to make sure that we hit this hard and address anyone's questions and spend real time making sure that people understand our thesis in the space and how we built our portfolio.

Our strategy going forward. So look, I think the first thing I want to say is we feel very good about our software book. And we don't feel any differently this quarter than we did last quarter despite all the noise in the market, the fundamentals and the underpinnings of our portfolio and our underwriting haven't changed. And we did make a lot of comments last quarter in our prepared remarks on earnings call about AI in our software book, and people could certainly refer back to that as well.

But I think I'll spend a little bit of time and sorry if it's a little long-winded, but I want to really make sure that we frame up our strategy for people today.

So the first thing to just sort of remind people is we started investing in the software space about 15 years ago or so here at Ares Capital. And from the beginning, the #1 risk that we identified in the software space was technology risk and obsolescence risk. And so we said to ourselves, if we're going to have a thesis in the space and build a book, we really want to make sure that every single software company we put in the portfolio is highly resistant to technology risk.

And obviously, AI is probably the most disruptive technology risk that we could have imagined. And it absolutely is going to disrupt a lot of software companies, and I don't want to sugarcoat it. But we still believe strongly that we've constructed a portfolio that will remain highly resistant to this risk.

So I think maybe I'll just outline a few characteristics that we've always looked for in our software companies and that we obviously continue to raise the bar on and look for even more in our new investments. So -- but the first thing is that we primarily look to invest in foundational infrastructure software for complex businesses, right? This is software that sits at the center of the technology stack and powers all core businesses, right?

The last type of software, in our opinion, that a company would look to switch out because that all of your downstream systems that feed off this software might also be at risk. So we like this kind of software where the entire business and operations of the customers are dependent on the accurate functioning of this system. So that's kind of probably the most important point, number 1.

We're also looking for software companies and a lot of our software companies do this. We're looking for these companies that collect and own proprietary data and they collect this data and build this data over many years of serving their customers and then they use the data as a core part of their value proposition when they deliver the software, right? So we call this a data moat and it's important to mention that AI is not a database. AI doesn't house data, it can't replicate proprietary data. So we really believe that these data-enabled software companies will prove resistant and these types of companies, you'll find a lot of these types of companies in our portfolio.

We also are looking for software companies that serve regulated end markets like health care, financial services, as a couple of examples. There's lots of these regulated end markets, where the need for accuracy and auditing of information is really high and the penalties for lack of compliance can be severe, right?

So John, you think about like Jefferies is not going to rip out its core infrastructure software and replace it with an AI-based solution anytime soon in our opinion. We think it's going to take a really long time for companies that are in these types of industries to gain enough trust in any kind of new product, if ever. So that's a really important point as well.

Obviously, we always talk about diversification in our strategy in so many different ways, and that applies to our software companies as well in terms of their customer bases, right? So we're looking for software companies that have very diverse customer base. So even if some customers do switch to maybe an AI-generated software solution, others will remain and they create sort of this long tail of cash flow that will hopefully survive, and we really do not see quick and binary outcomes that occur when you have this kind of diversified customer bases, right?

And it sort of leads into the next point to remind people about, which is, we are lenders to these companies with maturity dates. We're sitting at the top of the capital structure. We have all the assets as collateral, including intellectual property. So there's lots of ways that we can look to recover our principal if things do start to get disrupted. And this is just a very different place to be sitting in, in the capital structure than sitting down in the equity, right?

So if you look at some of the metrics on our software book, they're extremely healthy. The book itself is also highly diversified with lots and lots and lots of different position sizes none of which is outsized in any way. These software companies are very large and established businesses, right? The average EBITDA on our software book is $350 million. That's above the average in our portfolio.

You mentioned, John, in your question, the growth rate of our software businesses remain really strong. The software book, the LTM EBITDA growth in the software book is growing at a faster rate than the overall average EBITDA in our book, even through the recent quarter. The loan to values, and this is maybe one of the most important points, the loan to values on our software book, our software loan book is 37% on average. That's below the loan to values on our overall book, and there is just an enormous amount of equity cushion below these loans that sit in the first loss position beneath us.

So there really would have to be a whole lot of value destruction that would occur before we, as a lender would lose $1, right? So again, sorry for being long-winded I really want to make sure we're getting clarity out on this topic.

And maybe the last point I'll just say is we've got an incredible team of resources here at Ares. We've got a software vertical within our credit business that consists of a bunch of investment professionals that only do software credit investing. We've got an in-house AI team at -- a company called Bootstrap Labs, which we acquired a few years ago, which is a venture capital firm that's been investing in AI for more than a decade and we use all of these resources to help us evaluate every new deal we do as well as during our quarterly valuation process to assess the risks and the marks that we're taking on all of these names. I don't think everybody does that. So that's something that's pretty unique to Ares. And hopefully, it gives people confidence in the marks and the risk in the portfolio.

So look, as we sit here today, we're obviously watching everything going on up there playing close attention, don't want to sugarcoat it, but we really see minimal near-term risk to our software portfolio and I'd say, very manageable, medium- to longer-term risk in the book.

That is very helpful, and I appreciate the color because I do think it's an important topic. Follow-up question is you guys have an active pipeline, strong growth year-over-year. You mentioned, I think, 50, about half of them were buyout sponsor-related stuff, anything to characterize the other half? And how that paints the picture for how you think the market is firming up for the duration of '26.

Yes. I mean, there's still a lot of unknown activity on existing portfolio companies, right? So that makes up usually the bulk of the remainder of the deal flow. Us just putting capital into support continued acquiring of added EBITDA. So those are good uses of capital. We have not seen a real big resurgence of dividend transactions. There have been a few, obviously, private equity firms looking to return capital or going to test the market on dividends.

But I wouldn't say that, that's a huge driver of our deal flow right now. It's really the add-ons. Obviously, there are refinancings still going on. But most of the sort of refinancings and spread sort of reductions have worked their way through the system and spreads have been really stable now for better part of a year or so that's not been a huge driver.

There also have been some refinancings out of the broadly syndicated market, where, obviously, the broadly syndicated market can be a little bit volatile at times or maybe a sponsor just want -- values having certainty of capital in all environments and has come to us to take out a deal that currently is in the broadly syndicated market. So it's probably the preponderance of the other activity.

We'll take our next question from Finian O'Shea with Wells Fargo -- and actually, we'll move next to Doug Harter with UBS.

I guess as you guys look at this current environment, clearly, Ares as a platform has a lot of advantages over a relative valuation GAAP versus your peers, how do you think about potentially playing offense and taking advantage of market weakness in this type of environment?

Yes. Great question. We certainly get excited about those types of opportunities. Historically, when there have been any kind of periods of dislocation or volatility, that's been a strength for our industry in private credit and certainly for us at Ares, especially since our capital base is much more diversified than a lot of our peers. And so the stability of our capital and the ability for us to sort of fill gaps in the market is a big advantage. So I think we'll see what unfolds from here. But to the extent that there are any pockets of changes in supply of capital. I think we stand to benefit. I mean, we just talked about software at length.

I certainly might expect that the broadly syndicated market will have a hard time providing financing for some software businesses. And if there's very high-quality software companies that meet the standards I described earlier, I would venture a guess that the cost of capital for those companies probably has gone up a bit. And I think we might be excited to provide that type of financing to the very best of those companies.

So we'll -- again, we'll see what unfolds. Obviously, there's been some changes in the environment for some of the retail flows. And that could also create some changes in competitive behavior that we're watching closely, as Jim said in his prepared remarks, and we feel like we're in a great position capital-wise to step in.

And now we'll move to Finian O'Shea with Wells Fargo.

So a follow-up on John's question on software. Just to pushback on a couple of those points for the steward of argument. The risk, I think, is presented pretty widely is still a few years out. You have a good feel of resistance in the book as you outlined. But what sort of developments are you looking out for that would threaten even the more, say, foundational enterprise SaaS place? And do you see any progress toward those risks from AI in real time or if not, why so confident that, that will take a very long time.

Yes. Thanks, Finian, and I would love to off-line [indiscernible] and debated at length. I think it's really hard though for me to see a scenario where we would find any kind of real dramatic risk or change in our view toward those core kind of enterprise software businesses or those regulated industries. Obviously, just talked at length about all the reasons why.

I think for us, what we're focused on is the businesses that can be disrupted or -- I'm not going to say our portfolio is entirely clean. We have a very small amount of portfolio companies that could be disrupted, and that's where we're spending a lot of our time and focus and working with the financial sponsors and getting ahead of any kind of potential situation. It's not in those core enterprise software businesses. So I'm challenged right now to come up with scenarios where we would really see that get disrupted.

But I think the areas that we do think can get disrupted and where we're trying to be really disciplined on new transactions are kind of more single-function software apps that sit on the edge of the tech stack. Certainly, any kind of software that creates or delivers content because AI is fantastic at creating content.

So we'd be extremely careful about those. Data analysis or visualization type companies. AI is exceptional at summarizing data and spitting out all different types of reports and synthesizing those. So I think -- I just think those are the areas that are more at risk and again, very, very small exposure in our portfolio for those. So sorry, not a great answer, just can't come up with risks to those core enterprise businesses.

Appreciate that. Hard to envision. Follow-on the dividend. I appreciate the color there. It feels like there'll be like a pretty good tailwind, even though the structuring fees are lighter in today's environment, as been the volume. The deployment has obviously been fantastic. Does that sort of need to continue in your outlook or guidance? Or does that maybe moderate and something else offsets that impact? .

Yes. Yes. I mean there are so many variables and things that change all at once, right? So it's hard to sort of look at 1 variable or 1 driver and just say if that changes what happens. One thing I do want to say on the structuring fee point is the fees were actually consistent during the quarter.

We had another quarter where we had some transactions that we fronted for and sold right after closing. And so that dilutes the fee percentage, the sort of stated fee percentage, but actually, the fee percentage on a constant basis, if you just look at the dollars that we're holding in the book was constant quarter-over-quarter. So just to hit that one.

But look, I think if the spread environment stays where it is now, which is obviously tight and we see rates potentially continue to fall a little bit like the curve shows, then we're going to want to have a lot of volume like we did this quarter in order to produce good results. And I don't see any reason why that wouldn't be the case that we'd see that kind of volume if the spread environment and the economic environment kind of stays where it is.

If volume falls off, I would think there would be other things that are happening in conjunction with that, which maybe is less supply of capital in our space, therefore, maybe spreads widen, maybe fees widen, certainly what we saw in 2022 and 2023, coming off a super high volume year in 2021 and everything was getting tight spreads widened 150 basis points volume fell off, but we obviously had a fantastic period of performance at Ares Capital through 2022, 2023 despite the lower volume. So I just think it's really hard to pick 1 variable. So hopefully, that helps answer the question.

We will take our next question from Casey Alexander with Compass Point.

I do want to expand on that. I mean you did give a little bit of color on broadly syndicated market and what that could cause to happen with spreads in software, but I'm curious in that we've had some at least psychological market dislocation going on since before you guys reported your third quarter results as a result of the diamond comments and whatever -- and this has continued to be a -- picked up a lot on the media on the minds of investors left and right.

So I'm curious why haven't we or are we about to see a widening of spreads in general, normally in a period of dislocation such as this we usually see that happen fairly quickly. And in this event, it hasn't happened. And I would add, I think, inflows into the nontraded market are slowing down. So I'm just curious on some comments as to why we haven't seen spreads widen or if you think they're about to.

Yes. Great question, Casey. Probably 2 points I'd make on the events you mentioned. So when we saw some of that volatility a quarter or 2 ago when first brands Tricolor and there was concerns about credit quality and potential blowups, the BSL market winded out for a pretty short period of time. And it actually did recover pretty quickly. And the fourth quarter became active again for the BSL market and spreads kind of tightened back in that side of the market.

So I just -- it was too short-lived is what I would say, to drive real impact on the private market. And as you know, I'm sure there's a lag in our market. We often see the broadly syndicated market will move up and down, and our market takes a little bit of time to react to that, which is, by the way, one of our value propositions in our market is we don't gyrate as much, and our capital is more stable for our borrowers, and we take our time to make sure that any spread movement in the broadly syndicated market is going to be more sustained.

So I think that's just what we saw to the first event you mentioned last year. We were thinking there would be maybe a more sustained period, but it just didn't really prove out. On the nontraded flows, absolutely something we're watching really closely. Again, what I would say on that 1 is that's pretty new. So it's really in the last month or 2 max that we've seen those flows change. And it's not like they are on a net basis, moving wildly negative. They are really on the whole, just kind of moving. You're seeing redemptions, but you're still seeing inflows. So they're kind of -- the money is not flying into those funds like it was before, but it's still remaining pretty stable in terms of the funds that are there.

I do think if it stays like that, it will impact competitive behavior for our peers that are more concentrated to that channel. And at Ares Capital and Ares Management, I should say, we've been purposeful about not becoming too concentrated into that channel so that we can take advantage of maybe those kind of changes in competitive behavior. So again, if it stays like that, I expect it to change things, and that could absolutely be a catalyst for spread widening, but it's just too soon, and we're really anecdotally not -- we haven't seen enough volume come through the system. It's January, seasonally the slowest month of the year, but we're watching it closely. Hopefully, that helps.

Yes, it does. My follow-up is, it's been a while since the stock has traded below NAV. And certainly, the recent market turmoil there's been a catalyst for that. I'm sure investors would love to hear our view has always been that if you're willing to take capital from the market when you're trading at a premium to NAV, you should be willing to give capital back to the market when you trade at a discount. You guys do have a $1 billion share repurchase program. I think investors would like to hear your willingness to deploy the share repurchase program depending upon how volatile the markets get.

Yes. Good question. I guess the only thing I'd say on that, Casey, is just we have purchased shares back in the past. So it's not something that we're not unwilling to do and it's always on the table and something that we're looking at and discussing with our Board based on where the stock is trading. So other than that, I probably don't want to speak too much or give much -- any kind of forward-looking statements about what we might or might not do on that front other than to say that we have done it and we're always open to it.

We will take our next question from Arren Cyganovich with Truist.

This will probably show my lack of knowledge in the tech sector but I'm going to give it a shot as you mentioned the average EBITDA for the software portfoliocompanies is over $350 million and they've been growing. When I look at public software companies that have been facing a lot of pressure, EBITDA is not really a metric that they use in terms of valuation because I guess they're in a higher growth phase. I was wondering if you could just describe some of the differentiation between the software that you own versus what we might be looking at in the public markets?

Yes. I don't know that it's all that different. I just think it's a difference between equity and debt thesis, right? When we're thinking about the investment strategy. So we, as lenders, are looking at the underlying cash flow of these businesses to support our loan and get us paid our money back. So we're very focused on EBITDA. The equity markets and publicly traded companies are focused on forward growth to justify their valuations, and there have been extremely high expectations of future growth. And I think as you start to see some of that growth temper that is driving a lot of the falloff in values in the public market. And that's why those public companies are always pointing to revenue metrics and growth metrics, because I just think those investors are more focused on that. But I don't think there are necessarily different types of companies.

We have seen, obviously, in the lending space, over the last 5 or 6 years, the development of recurring revenue loans where there are lenders that will lend against the revenue and the forward growth, not necessarily the EBITDA or the forward achievement of EBITDA. We have been very conservative on that, and I didn't even really mention that as part of the overall -- the intro I did on the software but anther data point to even point out around our strategy, which is we've been much more conservative around recurring revenue lending than I think a lot of our peers, and it's less than -- it's like less than 2%, 1% to 2% of our book right now, is recurring revenue loans, and that's also extremely diversified.

We've had a strategy of building that book with a bunch of very small positions. So that we can watch that space develop and see how it would perform. By the way, it's actually performed quite well. And those loans have actually converted to the EBITDA loan. So it's actually been a good space. But we've been very conservative on that. So hopefully that helps answer the question.

It does. I still need to do some reading on the sector since it's not my area of expertise. But as a follow-up, the -- we've been waiting for the M&A markets to really open back up in the IPO markets to kind of open back up to free up some of the investments that the private equity have been holding on for longer periods. Do you feel like the software pressure is going to weigh on that time line for 2026 and maybe what other areas outside of this kind of story, other sectors, do you see within your pipeline that might be able to take up some of that slack.

Yes. I mean, I think it obviously might impact in the software space, right? So -- and especially for the -- your prior question around valuations in the public market. And when you're a private equity firm looking to buy a software company, you're obviously going to rethink value. And a lot of private equity firms that own the existing companies pay pretty high prices. So I certainly do expect there could be a bit of a widening of the gap on bid-ask spreads on new buyouts in the software space.

That being said, I still think there's going to be really attractive add-on opportunities for existing portfolio companies to potentially take advantage of lower valuations and I think that will be a good opportunity for us to deploy into the space and certainly take private opportunities on -- in the software space, given lower valuations will probably tick up if I had to venture a guess.

So there's some offsetting factors, I think, within that industry. I mean in terms of the rest of the economy, again, fundamentals feel strong. Growth rates are good. And I don't necessarily see that spilling over into other areas of the economy. I think the ingredients are in place, given the sort of long in the tooth nature of the hold periods on a lot of private equity funds that just continues to extend. And given the apparent confidence in the overall economy for -- on the part of buyers to step up and buy new companies. So I think we still feel optimistic on the rest of [ the year ].

We'll move next to Brian McKenna with Citizens.

Okay. So maybe one more on the team of software. I think all focus recently has clearly been around the negatives from AI and no one is really talking about maybe the potential upside for your portfolio companies from AI and leveraging AI, specifically, those companies away from software. So I'm curious, when you look across your portfolio today, is there any way to think about what percent of your portfolio companies could actually see more tailwinds from AI than headwinds over time? And then is there actually a scenario where your portfolio collectively is experiencing more net benefits longer term? .

Yes. Thanks so much for asking, Brian. I -- we're lenders. So we're always focused on downside risks. But 100%, there is upside. And I think that is missing from the discourse here in the public, which is it sort of almost feels like people think big software companies are sitting there heads in the sand, asleep at the switch, while AI is creating competitive threats and they're not doing anything. And it couldn't be further from the truth. We have great dialogue with our software companies. They are all working on augmenting their products with using AI solutions or just using AI to create additional software modules and tools to add on to their core infrastructure software. And that's actually going to help some of these core infrastructure software businesses create new products to bolt on and upsell faster than they might otherwise have been able to do. And they already have that leg into the customer via the core enterprise.

So I 100% think it's going to be a boom to some of our companies. Obviously, as lenders help us get our money back maybe faster, but doesn't -- is not a ton of upside as a lender but back to our equity co-investment strategics, which talked about a lotin the prepared remarks certainly could be really helpful on those equity co-investments that we have made selectively into some of those software companies.

Okay. And just one more for me. Just taking a step back and looking at the industry, it's clearly getting larger and larger and more competitive and there's really A long list of firms that can write large checks in the market okay? So I think having intellectual capital and really a full suite of value-added capabilities are becoming that much more important.

So you guys clearly have this. You noted some of the strong expertise that exist across your deal teams and just the platform more broadly. But when you look at some of the differentiated deals you're winning in the market today, how much of the -- how much of those are a function of kind of these full suite of capabilities, if you will, and really the capabilities away from just being a provider of capital. And just trying to think through that a little bit more.

Yes, it's all about those capabilities and not just about being a provider of capital. So it's a combination of so many different things. I think first and -- the amount of people and the talent that we have on our origination and investment team. We do believe we still have the largest investing team in the direct lending industry. And that means we have a lot of people out there calling on companies trying to source opportunities.

And that deal flow takes longer to germinate and result in an actual transaction. We could be out talking to a CEO or management team or Board of a non-sponsored company for years building a relationship and there might not be any transaction to do. And then all of a sudden, they want to do something, and they pick up the phone and call us because we've been building that relationship.

So this is something that does not happen overnight. It takes a really long time to build those relationships and lead to this kind of deal flow. And so it starts with the team, starts with those touch points, but then it also combines with the fact that, that team is out there offering a huge amount of flexibility of products, right? We're not out just saying we can be your senior lender, your bank. We're saying we can be your junior capital provider. We can give you equity co-investments, we can start as a mezzanine lender and then down the line if you want a senior lender, we can become that lender.

So we're really trying to explain to these companies that we can be their capital provider for the next 10 to 20 years, not just the next 3 to 5 years. And I think that really resonates. So it's all those things combined. It's not really just 1 thing. And I do think we're ahead of our peers in that respect.

We'll take our next question from Robert Dodd with Raymond James.

A quick 1 for me, maybe. Obviously, you feel very comfortable with the underwriting process you're doing on software and you've got a well-thought-out thesis there. You seem also optimistic that maybe spreads will widen in that market if the BSL market becomes less inclined to finance new software LBOs, et cetera. I mean, so looking at that, would that make software even more attractive to you from a risk-return perspective? And would you be looking to potentially increase your allocation to software over the next, call it, 12 to 24 months?

Yes, 2 questions, Robert. Look, we will have to see what unfolds. I think, is what I would say. I don't can go in so many different directions in terms of -- yes, how wide spreads get, right? What types of companies are looking to raise capital. So there's just so many different things that can go into that, but I don't know that I want to necessarily speculate. We are big on diversification. As we said, over and over in so many different ways and software is our largest industry category. We're very comfortable with it. But at the same time, we like diversification. So maybe I'll just leave it at that, and we'll see what the market gives us.

We'll move next to Kenneth Lee with RBC Capital Markets.

Just 1 on the broader industry. The recent OCC FDIC changes to the leverage loan guidance for banks. Do you expect to see any kind of potential for a meaningful change in over the competitive landscape over time based on the change in guidance there?

Yes, Ken, that's definitely something we're watching closely. I don't think so. The reality is the leverage lending guidance that was put in place a while ago hasn't really been enforced. And so I think the relaxing of that guidance is not necessarily going to change behavior. I think the larger driver of regulatory behavior on banks is the regulatory capital requirements and the capital charges that banks see if they make a loan into our market. And that still remains punitive and it's not changing. So I just don't think the leverage lending guidance change is going to make a difference.

Got you. Very helpful there. And just 1 quick follow-up for me. On some of the recent deals you've been seeing or some of the new investments in terms of the terms and documentation that you're seeing there, any changes more recently and more specifically, have you been seeing any loosening of, for example, like EBITDA add-backs or any other terms there?

Not really, no. If anything, I would say there's probably a heightened focus on documentation terms just given some of the headlines around LME transactions in the broadly syndicated markets and the looser documentation that exists in that market, there's been a little bit more of a spotlight that's been put on that.

And so I think it's actually been a good thing for our space. It's woken up more of our peers to the importance of focusing on documentation. We've made that a priority here for years now. And it's a critical part of our investment committee process. We will walk away from transactions based on documentation terms. Not really seeing a big change of that, if anything, getting better.

We'll take a next question from Paul Johnson with KBW.

I know you have been fairly conservative with the ARR structures in the past, as you said. But is there any sense of like the number or the percent of your software book that is below profitability today?

Below profitability, you mean negative EBITDA?

Yes, correct.

I don't have the numbers in front of me, but I can't imagine that there would be another software company in our portfolio outside of those ARR loans that would be negative EBITDA. And in fact, I would also venture a guess that many of those ARR loans have positive EBITDA as well for 2 reasons. Number one, when we do a new ARR loan, in a lot of cases, they still have positive EBITDA, but it's not necessarily enough EBITDA to maybe justify the amount of debt. So you look at it on a revenue basis, and they're growing 50% a year, and it's going to be a lot of EBITDA in a year or 2. But it's not like everyone is negative EBITDA. Some of those are actually positive EBITDA at the outset.

But then secondly, others, ARR loans in our portfolio have been in there for a number of years and have achieved the growth that they were expecting. And so now they are meaningfully positive EBITDA. So I mean very, very, very small, almost de minimis amount, I would say, of our software book has negative EBITDA.

Got it. That's very helpful. And then last, I would just ask on the PIK portfolio, which has been a good portfolio for you guys historically. I'm just curious though within the debt side of some of the PIK assets, is there a tilt toward software within that portfolio? Or has that generally been just as diversified as the broader portfolio?

Yes. It's around the same. We did take a look at that. And the -- I'll say 2 things. Number one, the percentage of the software book had a slightly higher percentage of PIK in it. But the PIK in that software book is, I want to say, 99%, maybe even 100%, structured at the upfront at the outset of the investment, not amendment PIK, right?

And that's an important thing on the overall PIK book that we talk about all the time and try to disclose, which on a consistent basis, which again this quarter on our overall PIK book, it's roughly 90% of the PIK interest and dividends was structured at the outset of the investment and purposely done only 10% is amended PIK. And then so again, in the software book, it's almost 100% is structured. So again, it goes back to the point that we're just not seeing weakness in the software book at all. So we don't have the need to provide any amended PIK there.

[Operator Instructions] We'll move next to Derek Hewett with Bank of America.

So how large are you willing to grow both the SDLP and Ivy Hill over the next year or so, kind of given the more favorable economics versus the core portfolio. And then are there assets on the balance sheet today that could potentially be sold down to those entities?

Yes. Thanks, Derek. So I'd say, if you look historically, we've had an investment in Ivy Hill go as high as 11%, and I think SDLP as high as 7%. So these are probably a good estimated guardrails for now. So we certainly value those 2 assets quite a bit and agree they're very strategic to us. And you're right, there are pretty high yielding particularly in a low yield environment.

So I certainly see -- you saw us grow this quarter. So I think there's a certainly in our playbook to continue focusing on those investments over the course of this year. And yes, we did see in the fourth quarter, we did sell assets in Ivy Hill, and so that is certainly -- there's certainly more assets on the balance sheet we could move to -- I'd love to move down to Ivy Hill over time.

Yes. I don't think we want to -- there's not really a stated cap or target that we manage the business towards. Again, I think we want to see how the market develops, what kind of transaction activity there is, where spreads go, all of those factors work into it. The only real cap would be the 30% nonqualifying asset cap. So that would be the sort of governor on the top end.

This concludes our question-and-answer session. I'd like to turn the conference back over to Kort Schnabel for any closing remarks. .

Great. Well, thank you all for joining us today. and for your continued support and engagement. And we look forward to reconnecting with you on our next quarterly call. So until then, stay well, everyone, and have a great day.

Ladies and gentlemen, this concludes our conference call for today. If you missed any part of today's call, an archived replay of the call will be available approximately 1 hour after the end of the call through March 4, 2026 at 5 p.m. Eastern to domestic callers by dialing toll free 1 (800) 839-4018 and to international callers by dialing 1 (402) 220-2985. An archived replay will also be available on a webcast link located on the home page of the Investor Resources section of Ares Capital's website.

Good afternoon, everyone. Welcome to Ares Capital Corporation's Third Quarter Ended September 30, 2025 Earnings Conference Call. [Operator Instructions]. As a reminder, this conference is being recorded on Tuesday, October 28, 2025. I will now turn the call over to Mr. John Stilmar, a partner on Ares Public Markets Investor Relations team. Please go ahead, sir.

Great. Thank you, and good afternoon, everyone. Let me start with some important reminders. Comments made during the course of this conference call and webcast and the accompanying documents contain forward-looking statements and are subject to risks and uncertainties. The company's actual results could differ materially from those expressed in such forward-looking statements for any reason, including those listed in its SEC filings. Ares Capital Corporation assumes no obligation to update any such forward-looking statements. Please also note that past performance or market information is not a guarantee of future results. During this conference call, the company may discuss certain non-GAAP measures as defined by SEC Regulation G, such as core earnings per share or core EPS.

The company believes that core EPS provides useful information to investors regarding financial performance because it is one method the company uses to measure its financial condition and results of operations. A reconciliation of GAAP net income per share, the most directly comparable GAAP financial measure to core EPS can be found in the accompanying slide presentation for this call. In addition, reconciliation of these measures may also be found in our earnings release filed this morning with the SEC on Form 8-K.

Certain information discussed on this conference call and the accompanying slide presentation, including information relating to portfolio companies, was derived from third-party sources and has not been independently verified. And accordingly, the company makes no representation or warranties with respect to this information. The company's third quarter ended September 30, 2025 earnings presentation can be found on the company's website at www.arescapitalcorp.com by clicking on the Third Quarter 2025 Earnings Presentation link of the homepage of the Investor Resources section of our web page. Ares Capital Corporation's earnings release and Form 10-Q are also available on the company's website. I will now turn the call over to Kort Schnabel, Ares Capital Corporation's Chief Executive Officer. Kort?

Thanks, John, and hello, everyone, and thanks for joining our earnings call today. I'm joined by Jim Miller, our President; Jana Markowicz, our Chief Operating Officer; Scott Lem, our Chief Financial Officer; and other members of the management team who will be available during our Q&A session. I'd like to start by highlighting our third quarter results, and we'll follow that with some thoughts on current market conditions and our positioning. This morning, we reported strong third quarter results with stable core earnings of $0.50 per share, exceeding our regular quarterly dividend and generating an annualized return on equity of 10%. GAAP earnings of $0.57 per share increased almost 10% sequentially and included robust net realized gains from the exit of a previously restructured portfolio company as well as several equity co-investments.

These outcomes led to another quarter of NAV growth, marking the ninth NAV increase in the past 10 quarters and underscoring our position as one of the few BDCs with consistent and growing dividends and cumulative NAV per share growth over the last 10 years. Let me start with our views on the market environment and how we are positioned. New issue transaction volumes are returning to a more normalized pace, driven by greater clarity on tariffs and the direction of short-term interest rates and narrowing bid-ask spreads on buyouts. With this healthier market backdrop, we saw a noticeable acceleration in the volume of transactions under review, both sequentially and compared to the prior year, with more deals reviewed in September than in any month this year.

We also received an increase in requests from advisers who are running sale processes and looking for our indicative terms and pricing. Amid a firming market for M&A and Ares's leading presence in U.S. and global direct lending, we reviewed more than $875 billion in estimated transactions over the last 12 months, which was a record for us and supports our view that the market continues to expand. As a reminder, we view our origination scale, which enables us to be highly selective as a critical driver of our long-term credit performance. The breadth of our origination platform provides the opportunity to pass on transactions when we cannot find acceptable documentation, terms or pricing.

Our scale and sector specialization enhances our market knowledge and underwriting capabilities while also providing us a real-time view of relative value in the market. These factors contributed to net deployment for ARCC of $1.3 billion in the third quarter, more than double the prior quarter, while remaining highly selective on the transactions we pursued. Our focus on investing in the highest quality credits continues to support strong fundamental credit metrics. The last 12 months organic EBITDA growth for our portfolio companies remains in the low double digits, which is well in excess of market growth rates.

Our interest coverage increased further to over 2x and weighted average loan to values continue to be in the low 40% range. Our strong credit quality is also evidenced by our declining nonaccruals on a quarter-over-quarter basis, along with net realized and unrealized gains and growth in NAV per share for the third quarter. We also take comfort in our portfolio's focus on domestic service-oriented businesses, which mitigates risks associated with tariffs, shifts in government spending and other recent policy changes. Our third quarter net realized gains reinforced our long-term track record of generating over $1 billion of net realized gains in excess of realized losses since our inception over 2 decades ago.

Our differentiated results stem from our extensive origination capabilities, allowing for selectivity and strong underwriting as well as our large and experienced portfolio management team, which focuses not just on minimizing losses, but also on maximizing returns when situations don't go as planned. We also benefit from our deliberate equity co-investment strategy that has generated attractive returns over time. Our third quarter results illustrate the value we provide to our shareholders from realized equity gains. Most notably, we recognized a $262 million realized gain on the sale of Potomac Energy Center, a previously underperforming investment that was on nonaccrual in the past and was then restructured and ultimately owned by ARCC. With the restructuring of Potomac's balance sheet, the incremental capital we invested, our proactive management of the company and patience, we were able to achieve an IRR of approximately 15% on our investment rather than incurring a loss.

We also generated net realized gains from the exit of 3 equity co-investments, generating over $30 million in realized proceeds and representing a 2.5x multiple on our original invested capital and an average gross IRR in excess of 30%. This supports our track record of generating an average gross IRR on our equity co-investment portfolio that was more than double the S&P 500 total return over the last 10 years. Collectively, our net realized gain performance, both this quarter and cumulatively underscores the strength of our investment strategy and deep portfolio management capabilities that drive differentiated results for our investors. As I noted earlier, we believe our portfolio remains healthy and demonstrates solid underlying credit trends.

With respect to risks recently in the headlines, we have no exposure to First Brands or Tricolor nor do we have any exposure to non-prime consumer finance firms like Tricolor. Following the recent events at First Brands, we have been asked about whether our portfolio companies use receivables financing and if such financing poses any hidden risks for us. We do not believe there are hidden risks in our portfolio from the small number of portfolio companies that may use receivables financing. Additionally, as part of a normal ordinary course business practice, our team thoroughly diligences any receivables financing arrangement, along with vetting the broader capital structure of the business during the underwriting process. If such financing remains in place post close, it is typically subject to strict parameters and is monitored during the life of our investment.

These structural safeguards are a core part of our documentation standards and in our view, represent one of the strengths in our documentation, especially in comparison to the broadly syndicated market. Like First Brands and Tricolor, another topic that has been in the headlines recently is software and the potential risks posed by AI. Let me make a few comments on how we have carefully constructed our software portfolio over 2 decades of investing in this sector and why we believe AI is much more of an opportunity than a risk for our software borrowers. As a starting point, our software loans are financed at what we believe are conservative leverage levels with an average loan-to-value ratio of only 36% and none of our software loans are currently on nonaccrual. Our focus is on financing large, market-leading and well-capitalized software companies with strong growth prospects.

As an example, our software portfolio companies have a weighted average EBITDA of over $350 million, and they continue to demonstrate strong double-digit EBITDA growth over the last 12 months. Our borrowers are generally backed by leading sponsors in the software industry who not only have substantial capital resources, but are also proactively investing in their platforms to embrace the changes and potential prompted by AI. While we believe AI excels at analyzing data and generating high-quality content, it typically does not provide the foundational infrastructure required for critical business operations or systems of record. These functions still rely heavily on traditional software systems that can securely store data and facilitate complex transactions.

We have, therefore, historically focused almost entirely on financing software companies that operate B2B platforms and typically serve highly regulated industries, leverage proprietary data or deliver repeatable, consistent results core to business operations. Importantly, these companies are deeply embedded within customer operations and also benefit from high switching costs given the risk of business disruption from moving to alternative vendors, which, in our view, provides additional layers of durability and resilience against potential AI disruption. While we believe AI poses minimal risk to our software loans, advancements in AI remain an important component to future value creation for these businesses. For example, insights generated by AI can enhance these foundational systems by improving analytics, user experience and operational efficiencies while serving as a valuable complement and not typically a replacement for mission-critical software.

Importantly, these views reflect Ares's ongoing collaboration among our highly experienced software investment team, our in-house software analysts and Ares' in-house AI experts at BootstrapLabs, a leading AI-focused venture capital investment team that joined the Ares platform a few years ago. We leverage our entire platform to drive credit decisions on each software transaction we consider as well as in our quarterly valuation and risk assessment processes led by our portfolio management team. Now before turning the call over to Scott, let me address our outlook on our future earnings potential and dividend levels in light of market expectations for further declines in short-term interest rates. We believe there are distinct competitive and financial factors that position ARCC to maintain its current dividend level for the foreseeable future despite the potential headwinds to earnings posed by lower short-term interest rates.

As a starting point, in the third quarter of 2025, our core earnings continued to exceed our dividend. Second, during the last period of rising short-term interest rates in 2022 to '23, we intentionally set our dividend at a level equivalent to a 9% to 10% ROE, which is a level we have historically achieved through different interest rate cycles over the last 20 years. We set the dividend at this level because we believe we can sustain this level of profitability through market cycles. The third point worth highlighting on this topic is what we view as our unique financial position with multiple levers to expand earnings or offset headwinds solely from falling market rates.

Notably, our balance sheet leverage remains around 1x, which is well below the upper end of our target range of 1.25x, giving us ample flexibility to drive higher earnings by supporting prudent growth using our efficient sources of capital. We also believe there is growth potential to capitalize on higher-yielding opportunities within our 30% nonqualifying asset basket, including through strategic investments like Ivy Hill and SDLP. Additionally, given the prospects for a more active environment alongside our origination scale, we believe there is potential for increased velocity of capital, which could drive additional capital structuring fees to further support our earnings.

Lastly, the historical strength of our earnings and credit performance has provided us with $1.26 per share in spillover income, which is equivalent to more than 2 quarters of our current dividends. We believe this level of spillover income gives further visibility to our investors since it provides a cushion to support our quarterly dividends in the event of temporary shortfalls in our quarterly earnings. In summary, we had a strong quarter with healthy credit performance and financial results that demonstrate our enduring competitive advantages. And with that, I'll turn the call over to Scott to walk us through our financial results and the continued progress we're making on our strong balance sheet.

Thanks, Kort. This morning, we reported GAAP net income per share of $0.57 for the third quarter of 2025 compared to $0.52 in the prior quarter and $0.62 in the third quarter of 2024. We also reported core earnings per share of $0.50 compared to $0.50 in the prior quarter and $0.58 for the same period a year ago. This is the 20th consecutive quarter of our core earnings exceeding our regular dividend, demonstrating our ability to consistently cover our dividends. Drilling a bit more into the net realized gains that Kort highlighted earlier, we generated $247 million of net realized gains on investments during the third quarter, which represents our second highest net realized gain quarter since our inception and brings our cumulative net realized gains on investments since inception to approximately $1.1 billion.

Similar to last quarter, we incurred capital gains taxes related to certain of the net realized gains, which amounted to $72 million in the third quarter. While we do not typically pay taxes on the annual income we generate, we occasionally incur taxes on certain gross realized gains. Even net of these taxes, our net realized gains on investments remained a healthy $175 million for the third quarter. Turning to the balance sheet. Our total portfolio at fair value at the end of the quarter was $28.7 billion, which increased from $27.9 billion at the end of the second quarter and $25.9 billion a year ago. Shifting to our funding and capital position. We have remained active in adding capacity, extending our debt maturities and reducing costs in our committed facilities. In July, we added nearly $500 million of additional capacity across our credit facilities.

We also reduced the drawn spreads on 2 of our credit facilities by 20 basis points each to 180 basis points over SOFR and extended the maturities on both to July 2030. We continue to benefit from our long-standing banking relationships, which are supported by our scale as well as our long-term track record through cycles. The significant diversification of our overall portfolio also has direct benefits for our credit facilities, enhancing the attractiveness of the collateral pool that supports the facilities. For context, our asset-based bank credit facility advance rates are generally similar to the AA-rated tranche of a typical middle market CLO. It is important to highlight that a AA middle market CLO tranche has never defaulted.

With this low level of risk, the current bank capital framework supports a return on capital for our banks that is significantly more attractive than if the banks held the individual loans directly on their own balance sheets. Beyond the systemic benefits that this type of lending provides, the banking system as a whole, the strength of our relationships and economics that we can provide to our banks further strengthens our ability to be an investor through all cycles. In addition to our continued engagement with our banking partners, we also further expanded our nonbank capital sources in September by issuing $650 million of unsecured notes priced at 5.1% and maturing in January 2031.

These notes were issued at a spread inside of our previous notes issuance in June. Consistent with our recent offerings, we swapped this issuance to floating rate, therefore, positioning our funding costs to decrease with expected declines in SOFR. As a reminder, ARCC remains the highest rated BDC across the 3 major rating agencies. In addition to the strategic advantages embedded in our funding, our overall liquidity position remains strong, totaling $6.2 billion, including available cash. In terms of our leverage, we ended the first quarter with a debt-to-equity ratio net of available cash of 1.02x. We believe our significant amount of dry powder positions us well to actively support both our existing and new portfolio companies.

Finally, our fourth quarter 2025 dividend of $0.48 per share is payable on December 30 to stockholders of record on December 15. ARCC has been paying stable or increasing regular quarterly dividends for 65 consecutive quarters. In terms of our taxable income spillover, we finalized our 2024 tax returns and determined that we carried forward $878 million or $1.26 per share available for distribution to stockholders in 2025. As Kort stated, we believe our meaningful taxable income spillover provides further support for the long-term stability of our dividends and continues to be one of our significant differentiators. I will now turn the call over to Jim to walk through our investment activities.

Thank you, Scott. I will now provide some additional details on our investment activity, our portfolio performance and our positioning. In the third quarter, our team originated over $3.9 billion in new investment commitments, an increase of more than 50% from the previous quarter. About half of our originations supported M&A-driven transactions such as LBOs and add-on acquisitions, which highlights our ability to benefit from the early signs of a more active and M&A-driven market environment. Further reflecting this broader trend of growing M&A, approximately 60% of our third quarter originations were with new borrowers, a shift from the past few quarters where the majority of our originations were from incumbent borrowers. We believe the shift reflected an influx of high-quality companies coming to market in the early part of a potential M&A cycle.

Our origination activity continues to underscore our broad market coverage. About 1/4 of our new investments were made in companies with EBITDA below $50 million, which highlights our strong presence in the core middle market and lower middle market as well as the more visible upper middle market. On the upper end of the market, we led the $5.5 billion financing for the take-private transaction of Dun & Bradstreet, the largest private credit LBO recorded to date. This well-established, high-quality company with strong recurring cash flows chose Ares to lead their financing as an alternative to the syndicated markets due to our flexibility and execution certainty.

Alongside this increased activity, our credit spreads remained stable. Our new first lien commitments in the third quarter were completed at spreads that were consistent with the prior quarter and actually 20 basis points higher than the prior 12-month average. We achieved these pricing results with attractive risk profiles as well as the spread per unit of leverage on first lien loans completed in the third quarter was the highest in more than a year. Our broad origination team and flexible approach continue to drive our ability to source opportunities with differentiated yield profiles, including the selective use of PIK preferred investments. In the third quarter, we generated an IRR in excess of 20% on the exit of 3 preferred PIK investments.

These PIK preferred securities are invested in large established companies with an average EBITDA of roughly $480 million. Our PIK preferred investments have a low double-digit fixed rate yield and implied loan-to-value ratios in the 50% to 60% range. On average, we value these investments at 98% of cost at the end of the third quarter. Reflecting a more active market environment, we experienced increased repayments through change of control transactions, including from investments that were accruing PIK income. As a result, and as disclosed in our cash flow statement, these full repayments generated PIK collections that were actually greater than the aggregate amount of PIK income we accrued for the third quarter. Shifting to our portfolio. Our $28.7 billion portfolio at fair value increased nearly 3% quarter-over-quarter and over 10% year-over-year, further underscoring the extent of our origination scale at ARCC, even during the slower transaction environment experienced in the market over the past year.

Our portfolio continues to be highly diversified across 587 companies and 25 different industries. This means that a single investment accounts for just 0.2% of the portfolio on average and our largest investment in any single company, excluding our investments in SDLP and Ivy Hill is less than 2% of the portfolio. We believe our emphasis on portfolio diversification and industry selection reduces the frequency and impact of negative credit events on the company. As Kort mentioned, the credit quality of our portfolio continued to demonstrate strength and resilience in the quarter. Our nonaccruals at cost ended the quarter at 1.8%, down 20 basis points from the prior quarter. This remains well below our 2.8% historical average since the great financial crisis and the BDC industry historical average of 3.8% over the same time frame.

Our nonaccrual rate at fair value also decreased by 20 basis points to 1%. Finally, on credit, our Grade 1 and 2 investments representing our lowest 2 rating buckets in the aggregate declined from 4.5% to 3.6% of the portfolio at fair value quarter-over-quarter and our portfolio companies' average leverage levels and interest coverage ratios both improved when compared to last quarter and the prior year. The health of our portfolio is also reflected in the profitability and growth profile of our borrowers. In the third quarter, the weighted average organic LTM EBITDA growth of our portfolio companies was again over 10%. Importantly, this EBITDA growth rate was more than double that of the broadly syndicated market based on a second quarter analysis done by JPMorgan.

Additionally, both our sponsored and nonsponsored companies are growing EBITDA at consistent rates. As a reminder, we believe our industry specialization has allowed us to further penetrate the nonsponsored market as well as service the sponsored market in a differentiated way. Further to my earlier point on our extensive market coverage and its role in attracting strong, high-performing companies within the middle market, we continue to see healthy growth across the lower core and upper middle market segments of our portfolio. Importantly, size is not a distinguishing factor of performance in our portfolio as companies with EBITDA of less than $25 million had EBITDA growth that was modestly higher than the rest of our portfolio.

Looking ahead, we are seeing healthy transaction activity levels so far in the fourth quarter. Our total commitments for the fourth quarter to date through October 23, 2025, were $735 million, and our backlog reached a new record of $3 billion as of October 23, 2025. As a reminder, our backlog contains investments that are subject to approvals and documentation and may not close or we may sell a portion of these investments post closing. In closing, our strong earnings this quarter are underpinned by many durable advantages that we believe continue to drive differentiated results for our investors.

In today's environment, we remain focused on leveraging our origination scale to see as wide an opportunity set as possible, maintaining our rigorous credit standards, negotiating appropriate documentation and being highly selective around deal flow. We remain confident that sticking to our long-standing principles will support our ability to continue to capitalize on new opportunities and build on our track record of strong performance. We are proud that our declared fourth quarter dividend of $0.48 per share extends a record of over 16 straight years of stable or increasing regular dividends for our shareholders. As always, we appreciate you joining today, and we look forward to speaking with you in the future. With that, operator, please open the line for questions.

[Operator Instructions]. Additionally, the Investor Relations team will be available to address any further questions at the conclusion of today's call. With that, we'll go first this afternoon to Finian O'Shea with Wells Fargo.

Kort, I just want to hit on a couple of your inputs on dividend coverage. One, with the sort of traditional levers, more on-balance sheet leverage, more perhaps junior or alpha laden opportunities. Can you remind us if on an allocable capital framework, ARCC is different to have more of this stuff tilt toward it versus ACIF as the market opens up for this kind of opportunity? Or should the 2 vehicles continue to become essentially the same going forward?

Yes. Thanks, Fin. Yes, both vehicles will get allocated any kind of deal based on the available capital math, and that is an allocation policy that we've had in place for a very long time and has not changed. Obviously, those types of transactions have been more muted of late, but I do think as we see overall transaction activity increase and in particular, changes in control activity and even potentially as rates do decline further, that hopefully will create more junior capital opportunities. We've seen that be a product of those kinds of trends in the past. And ARCC will certainly get its fair share of those transactions.

I appreciate that. And just to be clear, like that -- maybe I could have worded it better. That math is the same overall for a percentage of allocation to the more junior or plus 700 or sports equity and so forth?

Yes. I would also just say that ACIF has a different yield profile than ARCC. So that's also part of the decision-making in terms of the assets that may go into those funds as well.

But yes, if you're talking about different types of assets, whether it's sports and media or infrastructure assets or any kind of assets, it's all based on mandate of the fund, of which ARCC obviously has an extremely diverse and flexible mandate and then available capital. And so that's how those deals get allocated. And ARCC, obviously, being our most flexible vehicle gets a sliver, gets a piece of almost everything we do.

I appreciate that. And if I could do one on the spillover component. Can you give us color on how big of an input that would be to support the base dividend? Would you run it all the way down before cutting the base dividend or halfway down? Is there sort of a target or threshold there as to how much support that would be? And that's all for me.

Yes, Fin, I mean, I don't -- look, first of all, we have a lot of confidence as we talked about in prepared remarks of covering the dividend in the foreseeable future. And we're running lots of different modeling scenarios, including base rate declines as forecasted in the curve or further declines, all different kinds of scenarios, obviously, liability costs. And we just feel very confident. So I don't know that I really want to speculate in terms of where we would be in the instance well into the future that, that doesn't hold up. But I think the reason why we talk about the spillover income is because it does provide additional stability to the dividend if needed, if core earnings temporarily drops below the dividend level. We have rarely seen that in the course of our history. But the amount of spillover hopefully just provides a lot of comfort for shareholders. But I don't think it's worth speculating as to all the different scenarios that could occur and how much of that spillover we might need to use.

We'll go next now to John Hecht at Jefferies.

You guys gave a lot of information about the market and your sustainable competitive advantages in the call. But if you kind of step higher level, I'm wondering how you -- thinking more about broadly in the industry, how would you describe competition in light of the fact that spreads are fairly narrow, there's a lot out there, but also over the last few weeks as there's been a couple of [indiscernible] that have probably caused some disruption or reverberations industry-wide. Kind of how do you -- the 1-minute kind of explanation of your perspective of industry competition?

Yes. Look, I think it's a competitive environment as it's always been over our 21-year history. It's just sometimes new competitors come in, some competitors leave. Obviously, we've seen as the industry has matured and we've moved upmarket, certain competitors compete upmarket with us. We have a different set of competitors that compete in the middle market and in the lower middle market. We've talked a lot about how we believe we are the only scaled direct lender that competes across lots and lots of different markets.

And then when we go into our non-sponsored origination in the various industry verticals, we see a whole another set of competitors. So it's really hard to generalize. The events of the last few weeks, I would say it's a little too early to say. But so far, there's been no real significant impact to the competitive landscape. If you're talking about just the news around Tricolor and First Brands and a few of these issues that are cropping up in the broadly syndicated market. It's not really impacting our market that much so far. And again, I think it probably does highlight that our documents and protections and our credit selection is differentiated relative to the broadly syndicated market. So long-winded answer of saying a little too early to say and no real impact so far.

I'll add one thing, Kort. We also get the benefit when the broadly syndicated market does see [ reberations ], as you said, that's a great time for private credit. Those are moments in time where we can take market share from the broadly syndicated market and people are looking for that certainty. So those moments and sometimes they're short a week or 2, sometimes they're a month or longer. Those moments tend to be quite favorable for us.

Yes, that makes sense. And second, a nonrelated question, I'm just curious if there's an update on some of the, call it, regulatory opportunities like AFFE. Just I haven't heard much about that for a few months, and I'm wondering if there's anything to discuss there.

Nothing all that meaningful, John. I mean there was some temporary excitement around progress that had occurred down in Washington on that front. But it's hard for us to get too excited because we've seen it kind of go up and down in its momentum over the last few decades, frankly. So we try not to read in too much to the movements kind of month-to-month or even year-to-year.

We'll go next now to Arren Cyganovich at Truist Securities.

Just following on the line of questioning about where are we in the cycle? Is it a late cycle where it got tight credit spreads. You laid out a lot of reasons why things continue to go well for you with EBITDA is rising at your portfolio companies, a lot of activity. What are some of the guideposts that you're looking for that would maybe cause you to be a little bit more strict in terms of your underwriting? And what are some of those things that we might be able to monitor from afar?

Yes, it's not too complicated. I mean, certainly, underlying EBITDA growth or potential reductions in that growth would be something we would look at. We're always looking sector by sector as well. We talk about the overall portfolio average EBITDA growth, which again remains double-digit growth and bounces around here and there, but still remains really strong. But we're looking underneath the hood there at all the individual industries that are driving that growth, and we're not really seeing any trends in certain industries that would lead us to believe that there are points of weakness in any kind of individual sector.

So if we did see those, we would certainly point those out. But that would be #1 on the list. Obviously, overall access to capital, the flow of credit in the markets. Historically, when you see credit start to seize up, that can also then flow through and create problems for businesses and lead to downturns. Again, we're seeing that actually go the other way now in terms of increased activity in the M&A market. Our transaction volume and opportunities remain really strong. So that would be something else to look for. But again, no signs on the horizon there. So I don't -- there's nothing we're seeing here at Ares Capital that would tell us that we're nearing the end of any kind of cycle.

Certainly, from an M&A standpoint, the M&A cycle, I think we feel like we're at sort of an early end of a new cycle that's beginning. And you can see that in our origination numbers this quarter, which tilted toward 60% new borrowers for the first time in a long time, usually trending around 50% or even more in the last year or 2, 30%, 40%, went up to 60%. Change of control transactions were over half of our originations. So I think the M&A market really is picking up. And I think that's also a sign that people feel good about the stability of the economy, where we're going, underlying businesses, and we're seeing that reflected in that transaction volume. So that would be my answer to your question.

Yes. No, that's very helpful and largely what I would have expected, but it's good to hear you said. And the second question is kind of a quicker one, but the -- you had commented on September being one of the busiest months, but spreads on first lien for your investments in the third quarter actually rose a little bit. It seems a little bit backwards. Obviously, not a big amount. I think you said 20 basis points, but just curious as to those dynamics.

I think the dynamics are that it reflects the broad origination funnel that we are able to capitalize on here by virtue of being managed by Ares Management and all the different deals that we're able to see come into the platform and originate. I mean it's -- yes, I'm glad you pointed it out. Look, we put out $3.9 billion of gross originations in the third quarter at an average spread of SOFR plus 560 and that went into borrowers at an average leverage of 4.8x. So we certainly feel like it is a good investing environment to be in despite the fact that it is competitive like we talked about before. We think we have meaningful competitive advantages in terms of the types of deals we see, and it will be interesting to compare our originations and those metrics that I just put out relative to our competitors as we see people put out earnings over the coming weeks.

We'll go next now to Melissa Wedel at JPMorgan.

I think from our conversations, it seems like what's been driving some of the price action in the industry the last few months has been concerns about 2 things. One is earnings power and the second would be credit. I think you've addressed the credit, you're not seeing anything thematic and certainly showing up in the nonaccrual rates. I was hoping to dig in a little bit more on the earnings power and follow up on some of the levers that you talked about earlier that you could pull. One of the things you talked about was being a bit below the top end of your target range in terms of portfolio leverage of 1.25. Given that you have bandwidth there to increase leverage at the portfolio level, I'm curious how you're thinking about using the at-the-market program, especially as share prices have declined.

Yes, sure. Thanks for the question. So I think as you probably can see, we've been reducing the amount of at-the-market issuances over the last 3 quarters. So we went from $400 million to $500 million a quarter down to, I think it's $300 million last quarter, down to $200 million this quarter. So that's been influenced by a view that we are operating slightly below the midpoint of the range on leverage, that 0.9 to 1.25x range and our desire to get a little bit more into leverage here over time. Again, we do like the position that we're in at 1x. It's a conservative place to be. It positions us well to capitalize on opportunities in the market. As Jim mentioned earlier, maybe there's an opportunity the broadly syndicated market seizes up. We want to be in a position to have that kind of financial flexibility. But we do think it's appropriate to potentially start moderating that ATM, which is what we've done over the last several quarters, not to say what the future will hold, but that's been our view. So I don't know too much more to say on that topic, Melissa, but hopefully, that's helpful.

It is, and I appreciate that. And then in terms of further optimizing the nonqualifying asset bucket, I'm curious if there's anything in particular or forthcoming in the near term on that? And if not, maybe more generally, would you think about additional assets there that would be similar to your current exposures in IHAM or SDLP? Or would it be a different type of exposure? And just how you're thinking about that sort of longer term?

Sure. Yes, sure. One good piece of news that we certainly are happy to report is on the SDLP joint venture, which is that we did recently amend the documents in that joint venture and our relationship with our liability providers or the joint ventures liability providers to lower the cost of capital on those liabilities, which did result in a 100 basis point increase in the yield on the SDLP that you can see in our numbers on a go-forward basis. So I think that will provide a nice boost to the return on that program. I think our ability to increase the utilization of SDLP and to help IHAM hopefully achieve more growth as well will partially be based on the overall transaction volume in the market and our ability to originate, which again has been increasing. So that gives us confidence that we should be able to better utilize some of those joint ventures and structures within our 30% basket. I think, Melissa, that's probably -- hopefully, does that answer your question? Or is there something else you were getting at there?

No, that is helpful.

We'll go next now to Casey Alexander at Compass Point.

My first question, and it might sound a little convoluted, but we've gone through this mini hysteria created by the wet blanket of the words private credit thrown over the entire arena as if it's all encompassing. So first of all, you should change the name of what you do and take the words private credit out of it. But I'm wondering if this mini hysteria, did you notice any even temporary stall in the market? There's so much over the last couple of quarters of there were more loans leaving the directly originated private credit arena for the broadly syndicated market. Have you felt some relief from that because clearly, the banks have been twisting themselves into knots over this. And also, spreads have been at all-time tights, which, again, doesn't presuppose a real credit crisis. Does it feel like you might see new origination spreads in the broadly syndicated market widen out a little bit, which would also allow you some more spread relief?

Sure. Thanks, Casey. So a few things in there. I think, first of all, yes, much -- too much noise made about the banks and private credit and fighting over assets. I really think that, that is way overstated. We, as an industry, have been both working together with banks and competing with banks on transactions for decades. This is really nothing new. It's just that I think the dollar amount of the transactions as an industry that we're now providing have gotten to the point where it's starting to get more attention. But the dynamic is really nothing all that new. Banks are great partners for us. They provide leverage facilities on a lot of our funds, including obviously ARCC.

And there are movements in the market from time to time where borrowers are more apt to lean toward broadly syndicated transactions, sometimes borrowers more apt to lean toward private credit transactions. The longer-term trend is obviously borrowers moving more toward private credit transactions because of the value of certainty knowing that the capital is going to be there in all market environments.

And every time we go through a period of volatility where the broadly syndicated market gets choppy and maybe can't support its borrowers or banks get hung on transactions that they're looking to syndicate that just reinforces that long-term trend and makes it so that borrowers are more apt to consider private credit even when banks are back in the broadly syndicated markets back. So the banks broadly syndicated market this year. But on the whole, more transactions were still done in the private credit market than the broadly syndicated market. So I think on that, not much more there to add, Casey, but we can get more into it if there's something specific that I missed there in that part. I guess on the question about spread widening, I think you were -- sorry, maybe restate the spread question again.

Well, just before we had this mini hysteria over private credit driven by 2 loans that went bad, spreads were at all-time tights. So I'm just wondering if you've seen -- and a lot of that driven by really aggressive bidding in the broadly syndicated market, have you seen any deals in the broadly syndicated market that might indicate that they're widening out a little bit because you guys do, to a certain extent, price against that market.

Yes. Well, I think Jim actually made that point, which is it could create that opportunity. It's a little early. I just think it's a little early. I'm not going to say that we've really seen that cause an effect exactly yet where all of a sudden, we're seeing deals chip our way because of that. But certainly, that would -- could potentially be an outcome. I think what really matters is how long and sustained the sort of concern or dislocation or spread widening in the broadly syndicated market lasts because our market one of the benefits of our market, I think, certainly for borrowers is that we don't move in lockstep with the broadly syndicated market, right? We lag a little bit. We're a little bit more stable. We take a longer-term view because we're holding these assets. We're not looking to sell the assets. So we're not going to move up and down 25, 50 basis points in line with the broadly syndicated market when it moves. So I think time will tell. We'll just have to wait and see.

All right. And I do have one follow-on. I think that's a great answer, though. In the recent developments, you pointed out that in your exits, you recognized total net realized losses of $67 million. Can you tell us where that was relative to their third quarter marks? I mean is there likely to be an unrealized offset to that because they were close to the marks? Or is there some difference in there?

They're pretty much right at the marks.

That's what I assume since it was so close after the end of the quarter.

We'll go next now to Doug Harter with UBS.

Hoping you could talk about your expected pace of exits in the near term and how that might influence the kind of the velocity of portfolio turnover and fee income you can generate?

It usually moves kind of in lockstep with overall transaction volume in the market and new originations. So we've talked about that in the past, too. People get sometimes a little concerned when transaction volume declines like we saw in the second quarter of this year, but then exits decline as well. So they kind of move together and the net number really is, I think, a more important number to look at. Obviously, this quarter was very strong on a net basis as well, over $1 billion, even though the exits did increase. So I don't know that I can provide anything super insightful there other than just to say it kind of moves together with overall transaction volume.

We'll go next now to Robert Dodd with Raymond James.

In talking about supporting earnings power, et cetera, I mean one thing that stood out to me this quarter is other income looked quite high. I mean, by any historic standards. I mean that's not usually where the origination fees go, but it could be amendments, can be consulting. Can you give us any idea like what drove that? And is that now going to be more geared to just what activity is rather than -- which obviously drives the capital structuring fees? Or has there been more of an effort to seek out like consulting kind of fee arrangements? And maybe is that going to be an ongoing story in terms of one of the tools to support earnings power?

Yes. Thanks, Robert. That's mainly typically like transaction or like amendment type fees. So I would not necessarily say that's replicatable every quarter. So really more onetime in nature. The capital structure fees are really more indicative of the origination volume.

Yes. Got it. On the AI question, I mean, like you mentioned, you have the in-house think tank for lack of a better term from several years back. How has that changed over the last couple of years. How you go about underwriting software? I mean you laid out in the prepared remarks all the ways you do it currently. But I mean, is that fundamentally in any way different today because of the in-house AI expertise? Or is it just always been that way?

Yes. No, great question. Look, I think multipart answer. Number one, it's always been that way in terms of our desire to provide capital to software that is foundational and infrastructure-like in its business model, i.e., software that is highly ingrained in the workflows of its customer base that powers off of -- and a key part of its value prop is off of a proprietary database. And in a lot of times, software that is provided into highly regulated end markets that are extremely reliant on high-quality data and accuracy of data and auditability of data. So that has always been our strategy in software for decades.

And so that really hasn't changed. I think what -- over the last few years, when -- with the rise of AI and obviously, our focus -- our focus on making sure that our portfolio is defensively positioned and certainly, any new investment we make is defensively positioned. Obviously, we're spending a lot more time thinking now about what AI is good at and what it's not good at to ensure that we continue to build a portfolio that is resistant to disruption. And when you think about what AI is good at, it's really good at creating content, can create amazing content so much faster than humans can.

It is very good at analyzing and synthesizing lots of data. It doesn't actually house the data. It's not a database, but it can synthesize lots of data. And so you want to make sure that you're not investing in software companies that are simply providing content, learning modules delivered over software that can be disrupted. So those are the kind of areas we're trying to make sure that we're staying away from or software companies that are just analyzing third-party data. That would be something to stay away from. I think we want to make sure we're still very focused on providing software to companies that are actually powering businesses and are entrenched in businesses and are infrastructure like in their nature.

We'll go next now to Paul Johnson with KBW.

Just one a little bit further on Doug's questions for exits, but I'm just wondering if you have any sort of updated outlook, I guess, in terms of monetizations and sort of further gains from realizations this year or if the Potomac intermediate kind of represents more of the meaningful opportunity there near term?

Yes. Look, I think, obviously, our strategy is to leverage our portfolio management team to make sure, as I said in the prepared remarks, we are not only avoiding losses, but capitalizing on potential opportunities to make big gains. Potomac is a great example, but it's not the only example over our history, and I can certainly guess that it's not going to be the only example going forward into the future. I can't give forward-looking guidance or remarks about what might be the next big gain, obviously. But I guess what I would say is we provide a lot of disclosure for all of our investors in our SOI, in our 10-Q and 10-K, and you could see every investment we have, the nature of that investment, you can see the investments we have that are restructured where we own equity or own the businesses outright via those restructurings. And that could provide some clues as to what might be sitting in the portfolio that could provide future gains. But I'd venture a guess that, that will not be the last one that you guys will see.

Appreciate that. Very helpful. And then last one is just kind of higher level I had. But we see like a mega financing deal like the EA SPORTS JPMorgan-led deal there, LBO financing. Does the deal of that size do enough, I guess, to kind of soak up any sort of oversupply of capital in the financing markets? Or is kind of the reality we would need to see a number of those to really accelerate sort of a balance of the supply and demand of capital in the private credit market.

Yes, I think it helps. I mean I don't know if that one deal alone is going to move markets. You probably need several, but that's a lot of capital. So I think if we start to see -- and again, it's just emblematic of what I said earlier, the markets are functioning very well. The credit market money is flowing, buyouts, new buyouts are happening. And if we start to see a number of these larger buyouts, I do think actually that will start to potentially widen spreads, soak up demand in the broadly syndicated market, move deals back our way. So every deal like that, I think, helps.

In the market, we're seeing a fair amount of the regular way activity, but we're also seeing a regular cadence of larger transactions, right? That's becoming more common. Records are broken over and over again, but it's really more about the regular cadence of large transactions that helps absorb the capital into the market.

We'll go next now to Kenneth Lee at RBC Capital Markets.

Just one for me. And you touched upon this in your prepared remarks around receivables financing and more broadly, I guess, when you look at any kind of off-balance sheet financing, I wonder if you could just remind us how does Ares Capital avoid such situations? And more specifically, how are they flagged during the due diligence process when you're making new investments?

Yes. Well, so they're flagged during the due diligence process by an exhaustive analysis of all of the company's liabilities on balance sheet and off balance sheet. We obviously have in almost every transaction, we do new transaction. We have a quality of learnings provider that's coming in and doing a third-party report, scrubbing numbers, asking lots and lots of questions. Companies are required to disclose their liabilities to us as part of the reps and warranties. So it is [indiscernible] at the outset and at the underwriting of the transaction. And then on a go-forward basis, we have protections in the document. We have baskets that limit securitization facilities, which includes factoring of receivables and all different sorts of off-balance sheet liabilities, and those baskets are tight.

And we talk a lot about the baskets in the private credit market or the documents in the private credit market being tighter than the documents in the broadly syndicated market. And this is just one very good public example of something where the broadly syndicated market documents were a little bit looser. And I don't expect that you would see that occur in one of our transactions.

We'll go next now to Sean-Paul Adams at B. Riley Securities.

Most of my questions have already been asked and answered. But on the portfolio grade, the weighting improved quarter-over-quarter and the median nonaccruals declined. Do you view any general improvements in the economic environment? Or is it just a reflection of the runoff of nonaccruals from the portfolio?

I think the economic environment is pretty stable. So I think it's just the runoff of a couple of the nonaccruals. The number obviously bounces around a little bit quarter-to-quarter. The movement wasn't anything extreme. So I don't think there's much to read into there.

Got it. And as a quick follow-up, on spreads, you guys talked about this pretty in depth, but there is a race towards the bottom. Is there a kind of a bottom that you're envisioning as far as spread level declines just among the general economic environment for deal flow?

Yes. I mean it's just hard to prognosticate and look forward and say where everything is going to go. I guess I'd just point to you a couple of things. Number one, spreads for the last 3 quarters now have been stable in the market. So it feels like we've found a bottom for now. And I think that's due to just overall transaction activity starting to come back. I think it's also due to just the fact that private credit managers have dividends to pay, and we sort of found where this floor seems to be at least now for the last 3 or 4 quarters. So that's one important point to look at. Again, I would probably just remind people, our third quarter originations showed spread widening, modest, but some spread widening. I talked about it already. We put out $3.9 billion at [indiscernible] 560 at 4.8x leverage. So that feels like a pretty good environment to be investing into and doesn't really suggest that we are in a race to the bottom type environment. But like I said, not going to sit here and really try to predict too much what's going to happen in the future.

We'll go next now to Ethan Kay at Lucid Capital Markets.

Maybe nitpicking here a little bit given very solid results, but dividend income came in a tad bit softer quarter-over-quarter. It looks like the distribution from Ivy Hill was stable. There were some exits of equity positions that you guys talked about, which ostensibly is a factor there. But can you talk about if there was maybe anything else that might have contributed to that kind of evolution in dividend income? And then as a quick follow-up, can you kind of remind us of the sensitivity of IHAM dividend to changes in interest rates given the fact that it's largely underlying -- the underlying is largely floating rate debt.

Yes. On the dividend, yes, you hit it. There's a couple of things there. There were some nonrecurring dividends that we got last quarter, but we also just saw some of the exits of our preferred yielding preferred equity that exited the quarter. And so the dividend income came down with those 2 factors. I will note that most of those preferred investments that paid off were picking. So it certainly helped the collection of our PIK, which I know has been a hot topic with investors as of late.

Yes, we didn't even really hit that, but we had a great PIK collections quarter. I knew we do get a lot of questions about that, and that obviously just occurred with pickup in transaction volume. And I think on the Ivy Hill question, I think you're asking about sustainability of Ivy Hill dividends and interest rate sensitivity. I mean, obviously, yes, Ivy Hill invests in floating rate assets. They have floating rate liabilities as well. And we think about the Ivy Hill dividend very similarly to the ARCC dividend, where we think there are reasons why we think it's very sustainable. One thing I'll point out is like the ARCC dividend, Ivy Hill is currently outearning its dividend pretty materially in the third quarter, we were about 107% dividend coverage at Ivy Hill. And there also exists $130 million of retained earnings down at Ivy Hill as well. So we feel like there's a lot of reasons why that dividend should be sustainable in all different kinds of environments.

[Operator Instructions]. We'll go next now to Brian McKenna at Citizens.

So credit quality remains resilient. And as you mentioned, nonaccruals still well below that historical 3% average. But why do you think credit has been so resilient outside of any broader macro reasons? Is it where your exposure sit from a sector perspective, how you structure deals and price risk? Or is it being driven by greater levels of scale? And as your platform gets bigger and bigger, it's really just driving better outcomes for all stakeholders through the cycle.

Yes. Thanks, Brian. All of the above for sure. I think as a reminder, one of the benefits of running a BDC is we don't have to manage to an index. So we can select industries that are defensive and that work well for credit investing. So we've avoided a lot of industries that have been showing softness of late. And we've been leaning into industries that are very consistent growers. And so I think certainly, industry selection and industry diversification as well have been really important drivers of our outperformance on credit.

And then certainly, look, you mentioned scale. So I have to take the opportunity to hit on that. The scale of our platform is unmatched and our ability to originate an incredibly broad amount of deals into our system allows us to be very, very selective, right? The more opportunities we can see, the more selective we can be and the better able we are to find the market-leading companies, the best companies in all of these different industries and then choose to invest in those companies and then pass on the other opportunities.

If your funnel is more narrow, obviously, our job is to put money to work. And so you're going to put money to work into lower quality companies. So that larger funnel, I think, is a huge advantage comes from our scale, comes from our size of our team, the tenure of our team as well, the fact that we've all been working together for such a long time. And I think just the DNA in our system around underwriting and credit has been passed down and just continues to get reinforced throughout the year. So I think you hit on all the reasons, Brian, but thanks for giving me the opportunity to talk more about them.

Yes, sure thing. I appreciate the context as always. And then just one quick one, if I may. And you touched on this a little bit, but looking back historically at periods of volatility, really when liquidity dries up, how much incremental spread on average have you been able to capture in those environments? I appreciate every period of volatility is a little bit different, but I'm trying to figure out, is there a way to quantify this dynamic? And ultimately, how much incremental ROE is generated from these types of situations through the cycle for ARCC?

I don't know there's a way to really quantify it just because everything is so different. It all depends on so many different factors, right? It's what's the broadly syndicated market doing, what are base rates doing? How bad do people feel about the dislocation? I mean a couple of examples just to point to recently with the Liberation Day and the tariffs back in April, there was probably a multi-week period where we were able to capture 50 basis points of increased spread and maybe another 50 basis points of increased upfront fee. So call it, maybe 75 basis points or so of total yield.

But that wasn't very long lasting, but there were certainly a couple of transactions that were going into signing that we were able to move terms on and rightly so because it was an uncomfortable and a difficult period to be investing in for most people. And then you look back in the period in 2022, late 2022 and early 2023, I think we saw spreads widen by 150 basis points back then and fees probably widened by 100 basis points upfront fees, and that was more driven just by banks exiting the market, the broadly syndicated market shutting down entirely because banks were hung on transactions as rates rose and they couldn't sell them. And so that just created a huge imbalance in the competitive landscape and the supply of capital. So really, it's just -- those are 2 recent examples of very different movements in spread and for different reasons, and it's just really hard to generalize.

Mr. Schnabel, it appears we have no further questions this afternoon. Sir, I'd like to turn the conference back to you for any closing comments.

Okay. Great. Thank you all for joining us today and for all your continued support, and we look forward to seeing you on our next quarterly call.

Thank you, Mr. Schnabel. Again, ladies and gentlemen, that will conclude today's conference call. Again, thanks so much for joining us, everyone, and we wish you all a great day. Goodbye.