Annual report
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Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-36429 ARES MANAGEMENT CORPORATION (Exact name of Registrant as specified in its charter) Delaware 80-0962035 (State or other jurisdiction ofincorporation or organization) (I.R.S. EmployerIdentification Number) 1800 Avenue of the Stars, Suite 1400, Los Angeles, CA 90067 (Address of principal executive office) (Zip Code) (310) 201-4100 (Registrant’s telephone number, including area code) N/A (Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A common stock, par value $0.01 per share ARES New York Stock Exchange 6.75% Series B mandatory convertible preferredstock, par value $0.01 per share ARES.PRB New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes x No ¨ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company.” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large Accelerated Filer x Accelerated Filer ☐ Non-Accelerated Filer ☐ Smaller Reporting Company ☐ Emerging Growth Company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes x No ¨ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive o ffi cers during the relevant recovery period pursuant to §240.10D-1(b). o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x The aggregate market value of the common shares held by non-affiliates of the registrant on June 30, 2025, based on the closing price on that date of $173.20 on the New York Stock Exchange, was approximately $326,653,262. As of February 19, 2026, there were 220,902,613 shares of the registrant’s Class A common stock outstanding, 3,489,911 shares of the registrant’s non-voting common stock outstanding, 1,000 shares of the registrant’s Class B common stock outstanding, 105,079,121 shares of the registrant’s Class C common stock outstanding and 30,000,000 shares of the registrant’s Series B mandatory convertible preferred stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Part III of this Form 10-K incorporates by reference information from the registrant’s definitive proxy statement related to the 2026 annual meeting of stockholders. 1
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Table of Contents TABLE OF CONTENTS Page PART I Item 1. Business 9 Item 1A. Risk Factors 36 Item 1B. Unresolved Staff Comments 96 Item 1C. Cybersecurity 97 Item 2. Properties 99 Item 3. Legal Proceedings 99 Item 4. Mine Safety Disclosures 99 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 100 Item 6. [Reserved] 102 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 103 Item 7A. Quantitative and Qualitative Disclosures about Market Risk 164 Item 8. Financial Statements and Supplementary Data 166 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 166 Item 9A. Controls and Procedures 167 Item 9B. Other Information 169 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. 169 PART III Item 10. Directors, Executive Officers and Corporate Governance 169 Item 11. Executive Compensation 169 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters169 Item 13. Certain Relationships and Related Transactions, and Director Independence 169 Item 14. Principal Accounting Fees and Services 169 PART IV Item 15. Exhibits and Financial Statement Schedules 170 Item 16. Form 10-K Summary 174 Signatures 175 2
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Table of Contents Cautionary Note Regarding Forward-Looking Statements This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which reflect our current views with respect to, among other things, future events, operations and financial performance. You can identify these forward-looking statements by the use of forward-looking words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” “foresees” or negative versions of those words, other comparable words or other statements that do not relate to historical or factual matters. The forward-looking statements are based on our beliefs, assumptions and expectations of our future performance, taking into account all information currently available to us. Such forward-looking statements are subject to various risks and uncertainties and assumptions relating to our operations, financial results, financial condition, business prospects, growth strategy and liquidity. Some of these factors are described in this Annual Report on Form 10-K for the year ended December 31, 2025, under the headings “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Item 1A. Risk Factors.” These factors should not be construed as exhaustive and should be read in conjunction with the risk factors and other cautionary statements that are included in this report and in our other periodic filings. If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, our actual results may vary materially from those indicated in these forward-looking statements. New risks and uncertainties arise over time, and it is not possible for us to predict those events or how they may affect us. Therefore, you should not place undue reliance on these forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made. We do not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law. References in this Annual Report on Form 10-K to the “Ares Operating Group” refer to Ares Holdings L.P. (“Ares Holdings”). References in this Annual Report on Form 10-K to an “Ares Operating Group Unit” or an “AOG Unit” refers to a partnership unit in the Ares Operating Group entity. The use of any defined term in this report to refer to entities, persons, securities or other items collectively is solely for convenience of reference and in no way implies that such entities, persons, securities or other items are one indistinguishable group. For example, notwithstanding the use of the defined terms “Ares,” “we” and “our” in this report to refer to Ares Management Corporation and its subsidiaries, each subsidiary of Ares Management Corporation is a standalone legal entity that is separate and distinct from Ares Management Corporation and any of its other subsidiaries. Under generally accepted accounting principles in the United States (“U.S.”) (“GAAP”), we are required to consolidate (i) entities other than limited partnerships and entities similar to limited partnerships in which we hold a majority voting interest or have majority ownership and control over the operational, financial and investing decisions of that entity, including Ares-affiliates and affiliated funds and co- investment vehicles, for which we are presumed to have controlling financial interests, and (ii) entities that we concluded are variable interest entities (“VIEs”), including limited partnerships and collateralized loan obligations, for which we are deemed to be the primary beneficiary. When an entity is consolidated, we reflect the assets, liabilities, revenues, expenses and cash flows of the entity in our consolidated financial statements on a gross basis, subject to eliminations from consolidation, including the elimination of the management fees, carried interest, incentive fees and other fees that we earn from the entity. However, the presentation of performance related compensation and other expenses associated with generating such revenues is not affected by the consolidation process. In addition, as a result of the consolidation process, the net income attributable to third-party investors in consolidated entities is presented as net income attributable to non-controlling interests in Consolidated Funds within Consolidated Statements of Operations. We also consolidate joint ventures that we have established with third-party investors for strategic distribution and expansion purposes. The results of these entities are reflected on a gross basis in the consolidated financial statements, subject to eliminations from consolidation, and net income attributable to third-party investors in the consolidated joint ventures is presented within net income attributable to redeemable interest and non-controlling interests in Ares Operating Group entities or an “AOG Entity,” which refers to, collectively, Ares Holdings and any future entity designated by our board of directors in its sole discretion as an Ares Operating Group entity. In this Annual Report on Form 10-K, in addition to presenting our results on a consolidated basis in accordance with GAAP, we present revenues, expenses and other results on a: (i) “segment basis,” which deconsolidates the consolidated funds and removes the proportional results attributable to third-party investors in the consolidated joint ventures, and therefore shows the results of our operating segments without giving effect to the consolidation of these entities; and (ii) “unconsolidated reporting basis,” which shows the results of our operating segments on a combined segment basis together with the Operations Management Group (the “OMG”). In addition to our operating segments, the OMG consists of shared resource groups to support our operating segments by providing infrastructure and administrative support in the areas of accounting/finance, operations, information technology, legal, compliance, human resources, strategy and relationship management and 3
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Table of Contents distribution, including our wealth distribution platform, Ares Wealth Management Solutions (“AWMS”). Through our registered broker-dealer subsidiary, Ares Management Capital Markets LLC (“AMCM”), AWMS facilitates the product development, distribution, marketing and client management activities for investment offerings in the global wealth management channel. Additionally, the OMG provides services to certain of our managed funds and vehicles, which reimburse the OMG for expenses either equal to the costs of services provided or as a percentage of invested capital. The OMG’s revenues and expenses are not allocated to our operating segments but we consider the cost structure of the OMG when evaluating our financial performance. This information constitutes non-GAAP financial information within the meaning of Regulation G, as promulgated by the SEC. Our management uses this information to assess the performance of our operating segments and the OMG, and we believe that this information enhances the ability of shareholders to analyze our performance. For more information, see “Note 15. Segment Reporting,” within our consolidated financial statements included in this Annual Report on Form 10-K. 4
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Table of Contents Glossary When used in this report, unless the context otherwise requires: • “American-style waterfall” generally refers to carried interest that the general partner is entitled to receive after a fund investment is realized and the investors in the fund have received distributions in excess of the capital contributed for that investment and all prior realized investments (including allocable expenses) plus a preferred return; • “Ares”, the “Company”, “AMC”, “we”, “us” and “our” refer to Ares Management Corporation and its subsidiaries; • “Ares Operating Group entities” or an “AOG Entity” refers to, collectively, Ares Holdings L.P. (“Ares Holdings”) and any future entity designated by our board of directors in its sole discretion as an Ares Operating Group entity; • “Ares Operating Group Unit” or an “AOG Unit” refers to, collectively, a partnership unit in the Ares Operating Group entities including Ares Holdings and any future entity designated by our board of directors in its sole discretion as an Ares Operating Group entity; • “assets under management” or “AUM” generally refers to the assets we manage. For our funds other than those noted below, our AUM represents the sum of the net asset value (“NAV”) of such funds, the drawn and undrawn debt (at the fund-level including amounts subject to restrictions) and uncalled committed capital (including commitments to funds that have yet to commence their investment periods). NAV generally refers to fair value of the assets of the fund less the liabilities of the fund but may represent carrying value of assets and liabilities of funds that are not reported at fair value. For the CLOs we manage, our AUM is equal to initial principal of collateral adjusted for paydowns. For Real Assets funds that we manage where management fees are based on gross asset value, net operating income or similar metrics including their equivalents (“GAV”), our AUM represents the sum of the GAV of such funds, undrawn debt (including any amounts subject to restrictions) and uncalled committed capital (including commitments to funds that have yet to commence their investment periods). GAV typically refers to the fair value of a fund’s total assets. AUM also includes the proceeds raised in the initial public offerings of special purpose acquisition companies (“SPACs”) sponsored by us, less any redemptions; • “AUM not yet paying fees” (also referred to as “shadow AUM”) refers to AUM that is not currently paying fees and is eligible to earn management fees upon deployment; • “available capital” (also referred to as “dry powder”) is comprised of uncalled committed capital and undrawn amounts under credit facilities and may include AUM that may be canceled or not otherwise available to invest; • “catch-up fees” refers to management fees charged retroactively on limited partner commitments to a fund following the initial close date of that fund. These fees are charged to ensure that all limited partners’ share of the net assets of that fund are ratable with their commitment. Catch-up fees reflect the fees generated between the fund’s initial close date and the last day of the quarter prior to the new limited partner’s commitment; • “CLOs” refers to “our funds” that are structured as collateralized loan obligations and similarly structured vehicles; • “Consolidated Funds” refers collectively to certain Ares funds, co-investment vehicles, structured financing vehicles, CLOs and SPACs that are required under GAAP to be consolidated in our consolidated financial statements; • “Credit Facility” refers to the revolving credit facility of the Ares Operating Group; • “effective management fee rate” represents annualized management fees divided by the average fee paying AUM for the period, excluding the impact of catch-up fees; 5
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Table of Contents • “European-style waterfall” generally refers to carried interest that the general partner is entitled to receive after the investors in a fund have received distributions in an amount equal to all prior capital contributions plus a preferred return; • “fee paying AUM” or “FPAUM” refers to the AUM from which we directly earn management fees. FPAUM is equal to the sum of all the individual fee bases of our funds that directly contribute to our management fees. For our funds other than CLOs, our FPAUM represents the amount of limited partner capital commitments for certain closed-end funds within the reinvestment period, the amount of limited partner invested capital for the aforementioned closed-end funds beyond the reinvestment period and the portfolio value, GAV or NAV. For the CLOs we manage, our FPAUM is equal to the gross amount of aggregate collateral balance, at par, adjusted for defaulted or discounted collateral; • “fee related earnings” or “FRE”, a non-GAAP measure that is a component of Realized Income, is used to assess core operating performance by determining whether recurring revenue, primarily consisting of management fees and fee related performance revenues, is sufficient to cover operating expenses and to generate profits. FRE differs from income before taxes computed in accordance with GAAP as FRE excludes net performance income, investment income and adjusts for certain other items that we believe are not indicative of our core operating performance. Fee related performance revenues, together with fee related performance compensation, is presented within FRE because it represents incentive fees from perpetual capital vehicles that are measured and eligible to be received on a recurring basis and are not dependent on realization events from the underlying investments; • “fee related performance revenues” refers to performance revenues from perpetual capital vehicles that are: (i) measured and eligible to be received on a recurring basis; and (ii) not dependent on realization events from the underlying investments. Certain vehicles are subject to hold back provisions that limit the amounts paid in a particular year. Such hold back amounts may be paid in subsequent years, subject to their extended performance conditions; • “GAAP” refers to accounting principles generally accepted in the United States of America; • “Holdco Members” refers to Michael Arougheti, David Kaplan, Antony Ressler, Bennett Rosenthal and R. Kipp deVeer; • “incentive eligible AUM” or “IEAUM” generally refers to the AUM of our funds and other entities from which carried interest and incentive fees may be generated, regardless of whether or not they are currently generating carried interest and incentive fees. It generally represents the NAV plus uncalled equity or total assets plus uncalled debt, as applicable, of our funds for which we are entitled to receive carried interest and incentive fees, excluding capital committed by us and our professionals (from which we generally do not earn carried interest and incentive fees), as well as proceeds raised in the initial public offerings of SPACs sponsored by us, less any redemptions. With respect to the AUM of certain publicly-traded funds and perpetual wealth vehicles that generate Part II Fees, only Part II Fees may be generated from IEAUM; • “incentive generating AUM” or “IGAUM” refers to the AUM of our funds and other entities that are currently generating carried interest and incentive fees on a realized or unrealized basis. It generally represents the NAV or total assets of our funds, as applicable, for which we are entitled to receive carried interest and incentive fees, excluding capital committed by us and our professionals (from which we generally do not earn carried interest and incentive fees). Certain publicly-traded funds and perpetual wealth vehicles that generate Part II Fees are only included in IGAUM when Part II Fees are being generated; • “management fees” refers to fees we earn for advisory services provided to our funds, which are generally based on a defined percentage of fair value of assets, total commitments, invested capital, GAV, NAV, net investment income, total assets or par value of the investment portfolios managed by us. Management fees include Part I Fees, a quarterly fee based on the net investment income of certain publicly-traded and perpetual capital vehicles; 6
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Table of Contents • “net performance income” refers to performance income net of related compensation that is typically payable to our professionals; • “our funds” refers to the funds, alternative asset companies, trusts, co-investment vehicles and other entities and accounts that are managed or co-managed by the Ares Operating Group, and which are structured to pay fees. It also includes funds managed by Ivy Hill Asset Management, L.P., a wholly owned portfolio company of Ares Capital Corporation (NASDAQ: ARCC) (“ARCC”) and an SEC-registered investment adviser; • “Part I Fees” refers to a quarterly fee on the net investment income of certain publicly-traded or perpetual wealth vehicles. Such fees are classified as management fees as they are predictable and recurring in nature, not subject to contingent repayment and generally cash-settled each quarter, unless subject to a payment deferral; • “Part II Fees” refers to fees from certain publicly-traded or perpetual wealth vehicles that are paid in arrears as of the end of each calendar year when the respective cumulative aggregate realized capital gains exceed the cumulative aggregate realized capital losses and aggregate unrealized capital depreciation, less the aggregate amount of respective Part II Fees paid in all prior years since inception; • “performance income” refers to income we earn based on the performance of a fund that is generally based on certain specific hurdle rates as defined in the fund’s investment management or partnership agreements and may be either carried interest or incentive fees earned from funds with stated investment periods; • “perpetual capital” refers to the AUM of publicly-traded funds, perpetual wealth vehicles, commingled funds and managed accounts that have an indefinite term, are not in liquidation, and for which there is no immediate requirement to return invested capital to investors upon the realization of investments. Perpetual Capital - Managed Accounts refers to managed accounts for single investors primarily in illiquid strategies that meet the perpetual capital criteria. Perpetual Capital - Private Commingled Funds refers to commingled funds that meet the perpetual capital criteria, not including our publicly-traded funds or our perpetual wealth vehicles. Perpetual capital may be withdrawn by investors under certain conditions, including through an election to redeem an investor’s fund investment or to terminate the investment management agreement, which in certain cases may be terminated on 30 days’ prior written notice. In addition, the investment management or advisory agreements of certain of our publicly-traded funds and our perpetual wealth vehicles have one year terms, which are subject to annual renewal by such vehicles; • “realized income” or “RI”, a non-GAAP measure, is an operating metric used by management to evaluate performance of the business based on operating performance and the contribution of each of the business segments to that performance, while removing the fluctuations of unrealized income and losses, which may or may not be eventually realized at the levels presented and whose realizations depend more on future outcomes than current business operations. RI differs from income before taxes by excluding: (i) operating results of our Consolidated Funds; (ii) depreciation and amortization expense; (iii) the effects of changes arising from corporate actions; and (iv) unrealized gains and losses related to carried interest, incentive fees and investment performance; and adjusting for certain other items that we believe are not indicative of our operating performance. Changes arising from corporate actions include equity-based compensation expenses, the amortization of intangible assets, transaction costs associated with mergers, acquisitions and capital activities, underwriting costs and expenses incurred in connection with corporate reorganization. Placement fee adjustment represents the net portion of either expense deferral or amortization of upfront fees to placement agents that is presented to match the timing of expense recognition with the period over which management fees are expected to be earned from the associated fund for segment purposes but have been expensed in advance in accordance with GAAP. For periods in which the amortization of upfront fees for segment purposes is higher than the GAAP expense, the placement fee adjustment is presented as a reduction to RI; and • “SEC” refers to the Securities and Exchange Commission. Many of the terms used in this report, including AUM, FPAUM, FRE and RI, may not be comparable to similarly titled measures used by other companies. In addition, our definitions of AUM and FPAUM are not based on any definition of 7
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Table of Contents AUM or FPAUM that is set forth in the agreements governing the funds that we manage and may differ from definitions of AUM or FPAUM set forth in other agreements to which we are a party or definitions used by the SEC or other regulatory bodies. Further, FRE and RI are not measures of performance calculated in accordance with GAAP. We use FRE and RI as measures of operating performance, not as measures of liquidity. FRE and RI should not be considered in isolation or as substitutes for operating income, net income, operating cash flows, or other income or cash flow statement data prepared in accordance with GAAP. The use of FRE and RI without consideration of related GAAP measures is not adequate due to the adjustments described above. Our management compensates for these limitations by using FRE and RI as supplemental measures to our GAAP results. We present these measures to provide a more complete understanding of our performance as our management measures it. Amounts and percentages throughout this report may reflect rounding adjustments and consequently totals may not appear to sum. 8
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Table of Contents PART I Item 1. Business Overview Ares is a leading global alternative investment manager with $622.5 billion of assets under management and over 4,250 employees in over 55 offices in more than 25 countries. We offer our investors a range of investment strategies and seek to deliver attractive performance to an investor base that includes over 2,850 direct institutional relationships and a significant retail investor base across our publicly-traded funds, sub-advised accounts and perpetual wealth vehicles. Since our inception in 1997, we have adhered to a disciplined investment philosophy that focuses on delivering strong risk-adjusted investment returns through market cycles. Ares believes each of its distinct but complementary investment groups in Credit, Real Assets, Secondaries and Private Equity is a market leader based on assets under management and investment performance. We believe we create value for our stakeholders not only through our investment performance, but also by expanding our product offerings, enhancing our distribution channels, increasing our global presence, investing in our non-investment functions, securing strategic partnerships and completing strategic acquisitions and portfolio purchases. Our AUM has grown to $622.5 billion as of December 31, 2025 from $94.0 billion a decade earlier. As shown in the chart below, over the past five and 10 years, our assets under management have achieved a compound annual growth rate (“CAGR”) of 26% and 21%, respectively ($ in billions): We have an established track record of delivering strong risk-adjusted returns through market cycles. We believe our consistent and strong performance in a broad range of alternative investments has been shaped by several distinguishing features of our platform: • Comprehensive Multi-Asset Class Expertise and Flexible Capital: Our proficiency at evaluating every level of the capital structure, from senior debt to common equity, across companies, structured assets, real estate projects, and infrastructure and energy assets enables us to effectively assess relative value. This proficiency is complemented by our flexibility in deploying capital in a range of structures and different market environments to maximize risk-adjusted returns. • Differentiated Market Intelligence: Our proprietary research on over 55 industries and insights from a broad, global investment portfolio enable us to more effectively diligence and structure our products and investments. 9
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Table of Contents • Consistent Investment Approach: We believe our rigorous, credit-oriented investment approach across each of our investment groups is a key contributor to our strong investment performance and ability to expand our product offering. • Robust Sourcing Model: Our investment professionals’ local market presence and ability to effectively cross-source for other investment groups generates a robust pipeline of high-quality investment opportunities across our platform. • Talented and Committed Professionals: We attract, develop and retain highly accomplished professionals who not only demonstrate deep and broad investment and non-investment expertise but also have a strong sense of commitment to our firm. • Collaborative Culture: We share ideas, relationships and information, which enables our investment groups to more effectively source, evaluate and manage investments. We also leverage the OMG to help drive the efficiencies across the platforms and support our investment process. Integrated Investment Platform and Process We operate our firm as an integrated investment platform with a collaborative culture that emphasizes sharing of knowledge and expertise. We believe the exchange of information enhances our ability to analyze investments, deploy capital and improve the performance of our funds and portfolio companies. We have established deep and sophisticated independent research capabilities in over 55 industries and insights from investments in over 2,150 companies, over 1,900 alternative credit investments, over 1,300 properties, over 90 infrastructure assets and over 1,000 limited partnership interests in investment funds. Our investment process leverages the power of the Ares platform and an extensive network of professionals across our investment areas to identify and source attractive risk-adjusted return opportunities while emphasizing capital preservation. We utilize our collective market and company knowledge, proprietary internal industry and company research, third-party information and financial modeling to drive fundamental credit analysis and investment selection. We are able to invest up and down a company’s capital structure, which we believe helps us capitalize on out-performance opportunities and assess relative value for a particular investment. The investment committees of our investment groups review and evaluate investment opportunities in a framework that includes a qualitative and quantitative assessment of the key risks of each investment. We do not have a centralized investment committee and instead our investment committees are generally structured with overlapping membership from different investment groups to ensure consistency of approach, shared investment experience and collaboration across our platform. Our extensive network of investment professionals includes local and other individuals based in our markets with the knowledge, experience and relationships that enable them to identify and take advantage of a wide range of investment opportunities. In addition, our investment vehicles have investment policies and procedures that generally contain requirements and limitations, such as concentrations of securities, industries, and geographies in which such investment vehicles will invest, as well as other limitations required by law. • Credit: Our experienced team takes a value-oriented approach which, among other factors, considers industry and market analysis, technical analysis, fundamental credit analysis and in-house research to identify investments that offer attractive value in comparison to the perceived credit risk profile. We use our longstanding relationships, considerable scale, research, industry knowledge, structuring expertise and often our direct-origination capabilities to invest actively across capital structures with a focus on selecting the best risk-adjusted returns for our investors, while also seeking to provide our borrowers a valued capital solution. Each investment decision involves an intensive due diligence process that is generally focused on evaluating the target company or portfolio, as applicable, and its current and future prospects, its management team and industry, its ability to withstand adverse conditions and its capital structure, sponsorship and structural protection, among others. • Real Assets: With our experienced team, along with our expansive network of relationships, our Real Assets Group manages equity and debt strategies across real estate and infrastructure investments. Across our real estate investment strategies, our team differentiates itself through its cycle-tested leadership, demonstrated performance across market cycles, access to real-time property market and corporate trends, and proven ability to create value through a disciplined investment process. Our real estate activities are managed by equity and debt teams in the Americas, Europe and Asia-Pacific (“APAC”), supported by our vertically-integrated operating platforms. These professionals collaborate frequently within and across strategies to enhance sourcing, exchange information to inform underwriting and leverage relationships to drive pricing power. Our real estate teams have the flexibility to invest across the risk-return spectrum through core/core-plus, value-add and opportunistic investments. 10
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Table of Contents The infrastructure strategy invests through both equity and debt in infrastructure assets and companies that provide essential services with stable cash flows and high barriers to entry. These investments typically demonstrate a lower correlation to public markets and may have inflation protections. Within our infrastructure strategy, we have a long-tenured global team utilizing deep local sourcing capabilities and extensive sector experience to originate and manage a portfolio of diverse, high-quality investments across the globe. We have dedicated direct infrastructure teams that collaborate to share market insights, support underwriting and enhance origination. Our infrastructure opportunities investment approach focuses on both core and value-add equity strategies leveraging flexible capital to build a diversified infrastructure portfolio. Our infrastructure debt investment approach targets global assets and businesses with defensive characteristics across the digital, transport, energy and utility sectors. Our digital infrastructure investment approach combines investment management with in-house data center development and operational expertise. Leveraging the established long- standing relationships, the infrastructure strategy seeks to generate exclusive deal flow and high-quality investment opportunities. On March 1, 2025, we completed the acquisition of the international business of GLP Capital Partners Limited and certain of its affiliates, excluding its operations in Greater China (“GCP International”), and existing capital commitments to certain managed funds (such acquisition of GCP International and the capital commitments, the “GCP Acquisition”). The GCP Acquisition added complementary logistics and digital infrastructure investment capabilities and expanded our geographic presence. The activities of GCP International are included within the Real Assets Group. • Secondaries: Our team invests in secondary markets across a range of alternative asset class strategies, including private equity, real estate, infrastructure and credit. Our secondary funds acquire interests across a range of partnership vehicles, including funds, multi- asset portfolios, single asset joint ventures, as well as build structured solutions to provide primary and secondary investors with flexible investment and exit options. These strategies involve the acquisition of interests from investors in existing funds as well as recapitalizing and restructuring the funds, including transactions that can address pending fund maturity, strategy change or the need for additional equity capital. • Private Equity: Our private equity investment professionals have demonstrated an ability to deploy capital across market environments, which allows them to be disciplined in their assessment of the best relative value opportunities and pursuit of attractive returns. From diligence through exit, our private equity investment professionals partner closely with management teams to scale businesses organically and inorganically, leveraging thematic insights, operational expertise and leveraging the resources of our broader platform. Our private equity strategies are centered on driving durable growth and positioning companies for long-term success beyond our period of partnership. We believe our deep industry experience and collaborative culture enable us to identify catalysts, unlock value and deliver repeatable outcomes across market cycles. • Our other businesses include: (i) Ares Insurance Solutions (“AIS”); (ii) strategic investments resulting from company sponsored SPACs that were formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination; (iii) a venture capital business with fund strategies that are focused on growth-stage companies and applied artificial intelligence, among others; and (iv) other initiatives, including investments in certain structured financing vehicles that we manage. We also recognize the importance of what we consider material environmental, social and governance (“ESG”) factors in our investment process to help enable us to generate attractive risk-adjusted returns and have adopted a responsible investment program for this purpose. We work collaboratively with our various underwriting, asset management, legal and compliance teams to appropriately integrate relevant ESG considerations into our investment process. In addition, as part of our growth strategy, we from time to time engage in discussions with counterparties with respect to various potential strategic transactions, including investments in, and acquisitions of, other companies or assets. We incur significant expenses for the evaluation, due diligence investigation and negotiation of potential strategic transactions. Breadth, Depth and Tenure of our Senior Management Ares was built upon the fundamental principle that each of our distinct but complementary investment groups benefits from being part of our broader platform. We believe that our strong performance, consistent growth and high talent retention through economic cycles is due largely to the effective application of this principle across our broad organization of over 4,250 employees. The management of our operating businesses is currently overseen by our board of directors and managed by our senior leadership. We have an Operating Committee comprised of leadership from our investment and business operations groups that meets regularly to discuss strategy and operational matters. We also have a Partners Committee comprised of senior leadership from across the firm that meets periodically to discuss our business, including investment and operating 11
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Table of Contents performance, fundraising, market conditions, strategic initiatives and other firm matters. Each of our investment groups is led by its own deep leadership team of highly accomplished investment professionals, who average approximately 25 years of investment experience in managing, advising, underwriting and restructuring companies. While primarily focused on managing strategies within their own investment group, these senior professionals are integrated within our platform through economic, cultural and structural measures. Our senior professionals have the opportunity to participate in the incentive programs of multiple investment groups to reward collaboration across our investment activities. This collaboration takes place on a daily basis and is formally promoted through internal systems and widely attended weekly or monthly meetings. Human Capital We believe that our people and our culture are the most critical strategic drivers of our success as a firm. Creating a welcoming and inclusive work environment with opportunities for growth and development is essential to attracting and retaining a high-performance team, which in turn is necessary to drive differentiated outcomes. We believe that our unique culture, which centers upon values of collaboration, responsibility, entrepreneurialism, self-awareness and trustworthiness makes Ares a preferred place for top talent at all levels to build a long- term career within the alternative investment management industry. To foster this culture, we invest heavily in our human capital efforts, including: Talent Management: As of December 31, 2025, we had over 4,250 employees, comprised of over 1,650 professionals in our investment groups and over 2,550 operations management professionals, located in over 55 offices in more than 25 countries. We provide a comprehensive set of programs, policies and benefits to enable team members to thrive, grow and contribute to their highest potential. • Governance and Policies: Ares is committed to providing a work environment in which all individuals act with integrity, and are treated with respect and dignity. Our equal opportunity employment, compliance, anti-harassment and anti-discrimination policies reinforce our culture. • Recruiting and Onboarding: We pursue several strategic paths to hire top talent, including campus and lateral recruiting efforts. We prioritize making all new team members feel welcome and set them up for success through comprehensive onboarding training, ongoing touchpoints, and connections with our employee communities that are open to all employees. • Internship Training Program: Ares offers a formal internship program for students between their junior and senior years of college with the possibility of conversion to a full-time position in our analyst program upon graduation. Available roles span our investment, wealth management and institutional fundraising businesses. • Mentoring, Training and Employee Engagement: We provide formal and informal mentoring, learning and development, and employee engagement opportunities. We host frequent town hall meetings hosted by senior leadership and events to foster information sharing, relationship building and connection. We also conduct surveys to measure employee engagement and overall well-being, using the results to develop action plans to improve the employee experience. • Education Sponsorship Program: Employees are encouraged to participate in degree programs, ad-hoc academic courses and other outside business-related seminars and training opportunities to facilitate ongoing professional development and to maintain job-related licenses and/or certifications. • Internal Training and Development Programs: We continue to foster an environment that cultivates employee growth through internal educational programs focused on various professional skills, management and leadership training, mandatory compliance and policy training and other learning opportunities. • Performance Management: We take a continuous feedback approach to performance management, encouraging leaders and team members to participate in goal setting and ongoing transparent feedback discussions throughout the year. Our formal, firm-wide annual review process includes a self-assessment, a 360-degree feedback component, and talent assessment discussions between managers and employees. • Retention, Rewards and Recognition: We provide market-competitive compensation and benefits designed to: (i) attract, develop and retain top talent through programs that support career growth and mobility; (ii) align employee incentives with long-term investor and shareholder outcomes through a mix of base salary, annual performance-based bonuses and equity and carried interest participation; and (iii) support employees across multiple dimensions of well-being, including health and wellness, financial security and work-life balance. Our approach focuses on an appropriate 12
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Table of Contents balance between short and long-term wealth creation which varies by seniority, while also working to ensure pay for performance and pay equality. In addition, we maintain firm-wide recognition programs, including discretionary awards and enterprise-level acknowledgements that celebrate significant contributions, collaboration and innovation aligned with our values and strategic objectives. Responsible Investment: We believe the consideration and integration of ESG factors into the investment and portfolio management processes helps enable us to generate attractive investment returns to our investors. Our approach seeks to integrate what we consider to be business-relevant ESG considerations in the investment process to help manage risk, shape the long-term growth and performance of our investments and enable value creation opportunities. Our Responsible Investment Policy describes the ESG integration and management processes that we believe are broadly relevant for our asset classes. We also publish annual sustainability-related reports and disclosures on our website, which provide further details about our approach to responsible investment and other sustainability topics relevant to our business. Diversity, Equity and Inclusion: We consider diversity, equity and inclusion as an embedded component of our various talent processes and global business practices. Our human resources function and our business leaders, as well as our global Diversity, Equity and Inclusion Council and team work in partnership to implement a strategic framework to attract, engage and develop talent within an environment of inclusion and excellence, as well as to support diversity, equity and inclusion efforts in select investments and through our broader involvement in our communities. • People and Culture: As part of our ongoing effort to foster a culture built on apprenticeship, we support the growth and advancement of talent through various mentorship and professional development programs. In line with our continued commitment to support an environment where all team members experience a genuine sense of belonging, we hold educational trainings and employee engagement events, often in partnership with our 14 employee communities that help to support our inclusion strategy and recognize the different cultures, backgrounds and experiences of our employees. In addition, as part of our commitment to pay equality for all employees, we monitor and assess total compensation to help ensure we have alignment with role responsibilities and contributions. • Business Processes and Investment Platform: We seek to embed diversity, equity and inclusion best practices into our business and investment diligence processes in an effort to drive innovation and returns. We work with each investment group to help develop strategies for their asset class and integrate diversity, equity and inclusion considerations into the investment lifecycle, as appropriate. • Communities: We partner with organizations to foster inclusion within our communities and promote corporate citizenship through charity and volunteerism. In partnership with our employee communities, we donated to various community organizations. Health and Wellness: We believe that healthy team members are more productive, and we invest heavily in benefits and initiatives to support our working families. In addition to medical, dental, vision, life insurance, disability insurance and retirement benefits, we provide generous primary and non-primary caregiver leave, domestic partner health and life insurance, adoption and reproductive assistance, family care resources and mental health benefits. We also provide employees with access to a medical advisory team and concierge service at no cost to help them navigate complex health situations and concerns. We also host several wellness-related events throughout the year on topics such as nutrition and stress management. Flexibility: We believe that our culture benefits from people collaborating in-person in our offices, while also recognizing the value of flexibility. We are committed to providing flexibility to our employees, and in 2025, we continued to offer business-group-driven flexibility frameworks, a day off for mental health and our summer “Work From Anywhere” program, which allows people to work virtually for up to a maximum of three weeks. Philanthropy: We strive to be a force for good and to be a leader in our approach to giving and engagement. Our core values are to be collaborative, responsible, entrepreneurial, self-aware and trustworthy. These core values motivate us to seek innovative yet practical solutions to some of society’s most pressing concerns. Empathy and compassion guide our approach to “doing good” such that our charitable efforts aim to help improve people’s quality of life. Philanthropy at Ares includes: • Ares Charitable Foundation (the “Ares Foundation”): A 501(c)(3) qualifying organization sponsored by the firm, the Ares Foundation, launched in 2021 and envisions a world in which people have access to the financial knowledge, resources and opportunities needed to advance economically and chart pathways to self-sufficiency. The Ares Foundation funds initiatives that help provide career preparation and reskilling, encourage entrepreneurship and deepen individuals’ understanding of personal finance. This includes support for the design, pilot and scale up of 13
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Table of Contents new approaches that encourage innovation to help individuals achieve economic mobility as well as support local economies. Moreover, the Ares Foundation undertakes research and special initiatives intended to inform the philanthropic and non-profit sectors, business and industry and civil society. In addition to fiscal support, the Ares Foundation engages its grantees through learning communities that provide a forum for non- profits to deepen their understanding of and share best practices with one another. These communities of practice help organizations establish aligned networks, develop knowledge to inform their work and build organizational capacity for innovation, including to help them attract support from other funders. The year-long, cohort experience explores topics like measurement, evaluation andstorytelling. Ares believes that the communities where we do business should share in the firm’s success. As such, the firm donates a portion of annualized, realized net performance income from select Ares funds to the Ares Foundation to tie investment performance to social impact. • Pathfinder and Other Funds: In addition, Ares committed to donate a minimum of 10% of the carried interest generated from Ares Pathfinder Fund, L.P. (“Pathfinder I”) and Ares Pathfinder Fund II, L.P. (“Pathfinder II”) and 5% of the incentive fees generated from an open-ended core alternative credit fund to global health and educational charities, contributed by the firm and our team members. • Ares in Motion (“AIM”): Launched in 2012, AIM is Ares’ global community engagement program designed to foster volunteerism and philanthropy in local communities. AIM provides employees with opportunities for skills-based and service-based volunteering, non-profit board service and pro bono engagements. Through AIM, we host more than 100 volunteer events annually across major campaigns, offering matching programs to amplify employee charitable contributions and mobilize resources for disaster and humanitarian relief. We also train and place employees on non-profit boards, deepening community impact and leadership development. Ares is committed to leveraging AIM to strengthen communities worldwide while fostering employee growth and engagement. 14
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Table of Contents 2025 Highlights Fundraising In 2025, we raised $113.2 billion in gross new capital commitments for more than 190 different investment vehicles. Of the $113.2 billion, $77.4 billion was raised directly from over 540 institutional investors, including more than 235 that were new to Ares, and $35.8 billion was raised through intermediaries. The charts below summarize our gross new capital commitments by investment group and strategy ($ in billions): Credit: $66.9 Real Assets: $24.0 219902339793 U.S. DirectLending Liquid Credit EuropeanDirect Lending OpportunisticCredit Real Estate Infrastructure AlternativeCredit APAC Credit Secondaries: $12.9 Private Equity: $2.3 Private EquitySecondaries InfrastructureSecondaries Corporate PrivateEquity APAC PrivateEquity CreditSecondaries Real EstateSecondaries 15
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Table of Contents Other Businesses: $7.1 Insurance The chart below summarizes gross new capital raised from existing and new direct institutional investors for the year ended December 31, 2025: Existing -Same Product Existing - NewProduct New In 2025, 79% of our fundraising from direct institutional investors was from existing investors that either committed to a new product or committed to a subsequent fund vintage within the same product. We believe the fundraising from existing investors demonstrates our investors’ satisfaction with our performance, disciplined management of their capital and diverse product offering. 16
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Table of Contents Capital Deployment In 2025, we invested $145.8 billion across our diverse global platform as shown in the following charts ($ in billions): Credit $111.1 Real Assets: $23.5 U.S. DirectLending AlternativeCredit EuropeanDirect Lending LiquidCredit Real Estate Infrastructure OpportunisticCredit APAC Credit Secondaries: $6.0 Private Equity: $1.4 Private EquitySecondaries Real EstateSecondaries Corporate PrivateEquity APAC PrivateEquity InfrastructureSecondaries CreditSecondaries 17
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Table of Contents Other Businesses: $3.8 Insurance Of the $145.8 billion invested, $69.1 billion was from our drawdown funds. Our capital deployment in drawdown funds was comprised of the following ($ in billions): Credit Real Assets Secondaries Private Equity 18
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Table of Contents Investment Groups Each of our investment groups employs a disciplined, credit-oriented investment philosophy and is managed by a seasoned leadership team of senior professionals with extensive experience investing in, advising and underwriting assets held by our funds. Organization structure 2025.jpg (1) As of December 31, 2025, AUM amounts include vehicles managed by Ivy Hill Asset Management, L.P., a wholly owned portfolio company of ARCC and an SEC-registered investment adviser (“IHAM”). (2) $86.5 billion in AUM represents investments by insurance companies in various Ares’ funds, SMAs and co-investments versus one discrete insurance platform. The AUM for these investments is included across each of our investment strategies and presented within other businesses to demonstrate the scale of our aggregated insurance platform. 19
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Table of Contents Credit Group Through our Credit Group, we serve as one of the largest managers of credit strategies across the non-investment grade credit universe, with $406.9 billion of AUM and over 305 funds as of December 31, 2025. The Credit Group provides solutions for investors seeking to access a wide range of credit assets, including liquid credit, alternative credit and direct lending products. The Credit Group is one of the largest self-originating direct lenders to the U.S. and European middle markets with a growing presence in the APAC region, offering one-stop financing solutions for small-to-medium sized companies and counterparties that we believe are increasingly underserved by traditional bank lenders. Our approach combines structuring expertise and origination capabilities to deliver directly originated fixed and floating rate credit assets, enabling investors to capitalize on illiquidity premiums across the credit spectrum. Our U.S. and European direct lending strategies rank among the largest in their respective markets, supported by investment committee members who average decades of experience. The Credit Group offers the following credit strategies across the liquid and illiquid spectrum: Liquid Credit: Our liquid credit investment solutions help fixed income investors access the syndicated loan and high yield bond markets in the U.S. and Europe and capitalize on opportunities across multi-asset credit. The syndicated loans strategy seeks to deliver a diversified portfolio of liquid, traded secured loans to corporate issuers, offering one of the few floating-rate fixed income alternatives that can help investors manage duration. The high yield bond strategy seeks to deliver a diversified portfolio of liquid, traded corporate bonds, incorporating secured, unsecured and subordinated debt instruments of issuers. Multi-asset credit is a global, highly flexible “go-anywhere” strategy that combines syndicated loans, high yield bonds and other credit assets, allowing us to tactically allocate across markets and capture strong relative value in varying conditions. As of December 31, 2025, our liquid credit team of over 45 investment professionals managed $53.1 billion of AUM in over 115 funds and separately managed accounts (“SMAs”). Alternative Credit: Our alternative credit strategy focuses on asset-based finance and providing investment opportunities in the non- traditional markets, leveraging structural gaps to deliver attractive yields. Our alternative credit strategy emphasizes downside protection and capital preservation through a focus on investments that tend to share the following key attributes: asset security, covenants, cash flow velocity and other features designed to capture value and minimize risk to principal. Our investment approach is designed to capture and create value by including our firm’s platform insights to assess risk and relative value. As of December 31, 2025, our alternative credit team of over 85 professionals managed $48.1 billion of AUM in over 25 private funds and SMAs. Opportunistic Credit: Our opportunistic credit strategy primarily targets debt and structured investments in middle market companies requiring flexible capital. We partner with healthy, stressed and distressed companies operating in the void between traditional senior private debt and private equity, with a focus in the U.S., Canada and Europe. We seek to consistently invest in a range of private opportunities and flex into public markets, when deemed attractive, often seeking to leverage a public investment into a private follow-on opportunity. As of December 31, 2025, our opportunistic credit team of over 35 investment professionals managed $19.8 billion of AUM in seven funds. Direct Lending: We manage various types of direct lending vehicles within our U.S. and European direct lending teams including commingled funds, SMAs for large institutional investors seeking tailored investment solutions and joint venture lending programs. We serve as one of the largest self-originating direct lenders to the U.S. and European markets, with $274.3 billion of AUM in over 105 fund, investment vehicles and SMAs, as of December 31, 2025. Our direct lending team has a multi-channel origination strategy designed to address a broad set of investment opportunities in the middle market. We focus on being the lead or sole lender to our portfolio companies which we believe allows us to exert greater influence over deal terms, capital structure, documentation, fees and pricing, while securing our position as a preferred source of financing for our transaction partners. The team maintains a flexible investment strategy with the capability to invest in first lien senior secured loans (including “unitranche” loans which are loans that combine senior and subordinated debt, generally in a first lien position), second lien senior secured loans, subordinated debt, preferred equity and non-control equity co-investments in middle market companies. U.S. Direct Lending: Our U.S. direct lending team is comprised of over 225 investment professionals that cover more than 520 financial sponsors and provide a wide range of financing solutions to middle market companies that typically range from $10 million to over $500 million in earnings before interest, tax, depreciation and amortization (“EBITDA”). As of December 31, 2025, our U.S. direct lending team and its affiliates managed $189.6 billion of AUM in approximately 90 funds and investment vehicles. Primary areas of focus for our U.S. direct lending teams include our publicly-traded business development company (“BDC”), ARCC, our non-traded BDC, Ares Strategic Income Fund (“ASIF”) and a number of U.S. 20
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Table of Contents commingled funds and SMAs which focus on: (i) first lien senior secured loans to middle market companies; (ii) junior debt investments in upper middle market companies; (iii) flexible capital to sports leagues and teams, sports industry related companies and entertainment companies; (iv) flexible capital to commercial-stage specialty healthcare companies; and (v) asset-based loans to middle market and specialty finance companies. European Direct Lending: Our European direct lending team is comprised of over 100 investment professionals, with the ability to invest across the capital structure and across several geographies in Europe. The team covers over 435 financial sponsors, offers self-originated, flexible and scaled debt capital predominantly to companies with EBITDA typically ranging from €10 million to over €250 million. As of December 31, 2025, our European direct lending team managed $84.7 billion of AUM in over 35 funds, including commingled funds, SMAs and perpetual wealth vehicles. APAC Credit: Our APAC credit team manages credit, private equity and special situations investments in the APAC region. Our APAC credit strategy focuses on credit opportunities with strong downside protection and equity-like returns and high-quality privately sourced loans in high-quality businesses across the region. APAC credit primarily employs a direct origination model and aims to provide flexible capital solutions to its investee companies and compelling risk-reward investment opportunities to our investors. As of December 31, 2025, our APAC credit team of over 60 investment professionals managed $11.5 billion of AUM in over 20 funds and related co-investment vehicles. The following charts present the Credit Group’s AUM and FPAUM as of December 31, 2025 by investment strategy ($ in billions): AUM: $406.9 FPAUM: $249.8 U.S. DirectLending European DirectLending Liquid Credit AlternativeCredit OpportunisticCredit APAC Credit Other Real Assets Group Our Real Assets Group capitalizes on opportunities in equity and debt investing across real estate and infrastructure investment strategies. As of December 31, 2025, our team manages $139.1 billion of AUM in over 110 investment vehicles. Real Estate: Our real estate strategy encompasses equity and debt across core, value-add and opportunistic investments in predominantly the Americas, Europe and APAC. We provide investors access to our real estate investment capabilities through private commingled vehicles, SMAs, publicly-traded funds and perpetual wealth vehicles. Leveraging deep local expertise, our regional teams gain insights into market dynamics and tenant industries, enhancing our ability to source and underwrite opportunities. Our real estate portfolio is primarily allocated to industrial, multifamily and adjacent sectors aligned with long-term demand drivers. As we manage strategies across the return spectrum, capital stack and across geographies, we provide our investors with a full range of solutions and access to the widest set of opportunities sourced by our team. Our real estate platform has achieved significant scale over time through both organic fundraising efforts as well as through various 21
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Table of Contents acquisitions. As of December 31, 2025, our real estate team of over 740 investment professionals managed $113.8 billion of AUM in over 85 investment vehicles. • Real Estate Equity: Primary areas of focus for our real estate equity team include: • Logistics: Our logistics real estate platform is focused on investment in strategically located, institutional quality properties through market cycles. We focus on logistics markets that have historically exhibited stable occupancy levels and rent growth over cycles. Our vertically-integrated operating teams are strategically located across the Americas, Europe and APAC in our key target markets, to invest in core, value-add, and development opportunities that are accretive to our portfolios and drive returns for our investors. Marq Logistics represents the brand of our vertically-integrated global logistics real estate platform that we use to manage our portfolio of logistics properties. • Diversified: Our diversified real estate platform is dedicated to investing across sectors and property types in the U.S. and Europe. Our platform seeks investments in cash flowing, de-risked development and scalable portfolio investments, with the opportunity to create value through repositioning, lease-up, re-tenanting, redevelopment and/or complex recapitalizations. • Real Estate Debt: Our real estate debt team primarily focuses on directly originating a wide range of financing opportunities in the U.S. and Europe. By investing through multiple investment vehicles, our real estate debt team has the ability to provide flexible financing across the capital structure and risk-return spectrum, including core/core-plus, value-add, and opportunistic debt. While our real estate debt team focuses predominantly on directly originated transactions, we also have the ability to selectively pursue secondary market acquisitions and syndicated transactions. Infrastructure: Our long-tenured global infrastructure team, with over 130 investment professionals, seeks to utilize its strong local sourcing capabilities and extensive sector experience to originate and manage diverse, high-quality infrastructure investments across the globe and, as of December 31, 2025, managed $25.3 billion of AUM in more than 25 investment vehicles. • Infrastructure Opportunities: Our infrastructure opportunities team seeks to utilize a broad origination strategy, flexible investment approach, and leverage industry relationships and the Ares platform to build a portfolio of high-quality infrastructure investments and deliver attractive risk-adjusted returns. We believe our experience as core and value-add investors, our flexible approach, and broad infrastructure experience position us well to take advantage of the growing opportunity set in the middle market across both the energy transition and the broader infrastructure market. • Infrastructure Debt: Our infrastructure debt team sources assets and businesses across regions with defensive characteristics across the digital, transport, energy and utility sectors. We aim to deliver attractive risk-adjusted returns focused on cash yield by targeting infrastructure debt investments with defensive characteristics that have the potential to perform across different market cycles. Our structuring experience helps enhance cash yield and reduce downside risks in a core asset class. • Digital Infrastructure: Our digital infrastructure team manages a fully vertically-integrated global business, combining competitive investment management with in-house data center development and operational expertise. Ada Infrastructure, our dedicated data center operating platform, includes professionals from established hyperscalers and operators. We aim to maximize value and deliver enhanced risk-adjusted returns at scale for investors by leveraging our fully integrated approach, offering differentiated sourcing, underwriting, technical insights and operational expertise. 22
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Table of Contents The following charts present the Real Assets Group’s AUM and FPAUM as of December 31, 2025 by investment strategy ($ in billions): AUM: $139.1 FPAUM: $84.1 Real Estate Infrastructure Secondaries Group Our Secondaries Group invests in secondary markets primarily in North America and across a range of alternative asset class strategies, including private equity, real estate, infrastructure and credit. As of December 31, 2025, our team manages $42.1 billion of AUM in over 90 funds. Our team has a track record of innovation through customized transaction solutions tailored to meet the needs of limited partners and general partners. We have established ourselves among the most active secondary investors engaged in recapitalizing and restructuring existing limited partnership interests in funds with a focus on transactions that can address pending fund maturity, strategy change or the need for additional equity capital. Private Equity Secondaries: The private equity secondaries strategy seeks to achieve attractive secondary cash flow and diversification characteristics by investing across the spectrum of private equity secondaries transactions. As of December 31, 2025, our private equity secondaries team of more than 40 investment professionals managed $22.1 billion of AUM in over 40 funds and related co-investment vehicles. We continue to maintain a differentiated investment strategy that utilizes our skills in fundamental manager and portfolio analysis, our quantitative research capabilities and the support and insights from the wider Ares platform with the aim to generate strong risk-adjusted returns. Real Estate Secondaries: As of December 31, 2025, our real estate secondaries team of more than 20 investment professionals managed $8.2 billion of AUM in over 25 funds and related co-investment vehicles. Our real estate secondaries team acquires interests and provides secondary solutions across a range of partnership vehicles, including private real estate funds, multi-asset portfolios and single property joint ventures. Our team seeks broad diversification by property sector and geography and to drive investment results through underwriting, transaction structuring and portfolio construction. Infrastructure Secondaries: The infrastructure secondaries strategy seeks to accelerate the benefits of traditional infrastructure by providing diversified low risk exposure through preferred structure, traditional limited partnership and general partner led continuation vehicle transactions. As of December 31, 2025, our infrastructure secondaries team of more than 10 investment professionals managed $6.9 billion of AUM in more than 15 funds and related co-investment vehicles. Our team focuses on achieving diversification through building a portfolio that provides inflation protection and exposure to uncorrelated assets. Credit Secondaries: Our credit secondaries strategy seeks to construct a highly diversified portfolio of leading secondary credit interests, with a focus on first-lien, senior secured portfolios across North America and Western Europe, acquired directly or indirectly throughsecondary market transactions. As of December 31, 2025, our credit secondaries team of more than 10 investment professionals managed $4.9 billion of AUM in five funds and related co-investment vehicles. Our team represents a combination of both our credit and secondaries capabilities, leveraging extensive industry experience and a rigorous and cycle-tested investment approach. 23
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Table of Contents The following charts present the Secondaries Group’s AUM and FPAUM as of December 31, 2025 by investment strategy ($ in billions): AUM: $42.1 FPAUM: $29.5 Private EquitySecondaries Real EstateSecondaries InfrastructureSecondaries CreditSecondaries Private Equity Group Our Private Equity Group has achieved compelling investment returns for limited partners and, as of December 31, 2025, managed $25.3 billion of AUM in over 60 funds. The group broadly categorizes its investment strategies into corporate private equity, which focuses on investments in North America and Europe, and APAC private equity, which focuses on investments in the APAC region. Corporate Private Equity: Our team consists of over 45 investment professionals based primarily in Los Angeles and London. Our private equity funds are leaders in the Americas and European middle market, where they focus on growth buyout transactions. We seek to bring large capital resources to high-quality, services-oriented middle market companies where we can utilize the team’s thematic approach, extensive growth-oriented investing experience and dedicated value creation system to target attractive returns across market environments. This differentiated strategy, together with the broad resources of the Ares platform and the team’s collaborative partnership approach, positions us as a partner of choice. APAC Private Equity: Our APAC private equity team of over 35 investment professionals as of December 31, 2025 focuses on primarily pursuing structured growth equity investments in control, joint control and minority ownership formats. We seek to invest in high- quality middle market companies in our core industries, namely consumer, healthcare and services, that give us exposure to rising consumer and business activity in the APAC region. In times of economic dislocation, we also seek to invest opportunistically where the focus is on dislocations and catalysts that lead to high-quality assets becoming available for purchase at deeply discounted prices. While we look for deep value opportunities in consumer-driven companies, our deep value approach can develop into asset-oriented opportunities. 24
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Table of Contents The following charts present the Private Equity Group’s AUM and FPAUM as of December 31, 2025 by investment strategy ($ in billions): AUM: $25.3 FPAUM: $14.4 CorporatePrivate Equity APAC PrivateEquity Other Businesses Certain operating segments and growth opportunities have not reached the scale and magnitude to be presented individually; therefore, we present the results for these businesses collectively. These strategies seek to expand our reach in new global markets and include AIS, our SPAC business and our venture capital business that invests in growth-stage companies. Other businesses also includes other initiatives, such as activities for our investments into certain structured financing vehicles that support capital raising efforts across our platform. Ares Insurance Solutions: AIS is Ares’ dedicated, in-house team that provides solutions to insurance clients including asset management, capital solutions and corporate development. AIS strives to provide insurers with attractive risk and capital adjusted return profiles that fit within regulatory, rating agency and other counterparty guidelines. Leveraging over 1,650 investment professionals across our investment groups, AIS creates tailored investment solutions that meet the unique objectives of our insurance clients. AIS is overseen by an experienced management team with direct insurance industry experience in many areas directly applicable to AIS and our insurance company clients. Members of the Ares team have previously held senior positions at leading insurers. AIS acts as the dedicated investment manager, capital solutions and corporate development partner to Aspida Life Insurance Company (“Aspida Life”) and Aspida Life Re Limited (“Aspida Re,” collectively with Aspida Life, Aspida Holdings Ltd. and its subsidiaries, “Aspida”), which are insurance companies that focus on the U.S. life and annuity insurance and reinsurance markets, respectively. AIS manages $25.9 billion of AUM as of December 31, 2025, of which $16.9 billion is sub-advised by Ares vehicles and included within other strategies. Ares Acquisition Corporation II: Ares Acquisition Corporation II (NYSE: AACT) (“AAC II”) was a SPAC sponsored by Ares and formed in 2021 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination. In September 2025, AAC II was renamed Kodiak AI, Inc. (Nasdaq: KDK) and completed a business combination with Kodiak Robotics, Inc. Our investments in AAC II were converted into various non-controlling financial interests in KDK. Venture Capital: Our venture capital business is focused on fund strategies that seek to advance proprietary artificial intelligence solutions and to partner with industry leading vendors to help drive efficiencies for our portfolio companies, assets and certain investment and business processes. 25
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Table of Contents The following charts present Other Businesses AUM and FPAUM as of December 31, 2025 by investment strategy ($ in billions): AUM: $9.1 FPAUM: $7.1 Insurance Other Product Offering To meet investors’ growing demand for alternative investments, we manage investments in an increasingly comprehensive range of funds across a spectrum of compelling and complementary strategies. We have demonstrated an ability to consistently generate attractive and differentiated investment returns across these investment strategies and through various market environments. We believe the breadth of our product offering, our expertise in various investment strategies and our proficiency in attracting and satisfying our growing institutional and wealth client base has enabled and will continue to enable us to increase our AUM across each of our investment groups. Investor Base and Fundraising Our diverse investor base includes direct institutional relationships and a significant number of wealth investors. Our high-quality institutional investor base includes corporate and public pension funds, insurance companies, sovereign wealth funds, banks, investment managers, endowments and foundations. We have grown the number of these relationships from over 1,090 in 2020 to over 2,850 in 2025. 26
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Table of Contents As of December 31, 2025, $470.1 billion, or 76% of our $622.5 billion of AUM, was attributable to our direct institutional relationships. As of December 31, 2025, our total AUM was divided by channel, and further our institutional direct AUM by client type and geographic origin as follows ($ in billions): InstitutionalDirect PerpetualWealthVehicles Publicly-TradedVehicles Pension Insurance Bank Americas APAC Europe InstitutionalIntermediaries SovereignWealth Fund InvestmentManager High NetWorth andPrivate Bank Middle East& Africa Other The following chart presents the AUM of investors committed to more than one of our funds as of December 31, 2025 compared to December 31, 2020 ($ in billions): We believe that the AUM of multi-fund investors demonstrates our investors’ satisfaction with our performance, disciplined management of their capital and diverse product offering. Their loyalty has facilitated the growth of our existing businesses and we believe improves our ability to raise new funds and successor funds in existing strategies in the future. Institutional investors continue to demonstrate interest in SMAs, which include contractual arrangements and single investor vehicles and funds, because these accounts can provide investors with greater levels of transparency, liquidity and control over their investments as compared to more traditional commingled funds. As of December 31, 2025, $139.6 billion, or 30%, of our direct institutional AUM was managed through SMAs. We believe that client relationships are fundamental to our business and that our performance across our investment groups coupled with our focus on client service has resulted in strong relationships with our investors. Our dedicated and extensive in-house relationship management team, comprised of over 200 professionals located in North America, Europe, APAC and the Middle East, is dedicated to raising capital globally across all of our funds, servicing existing fund investors and 27
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Table of Contents tailoring offerings to meet their needs, developing products to complement our existing offerings, and deepening existing relationships to expand them across our platform. We also have strategic initiatives focused on expanding our presence in Latin America and Australia. Our senior relationship management team maintains an active and transparent dialogue with an expansive list of investors. This team is supported by product managers and investor relations professionals with deep experience in each of our complementary investment groups that are dedicated to servicing our existing and prospective investors. In addition to our expansive relationships with institutional investors, we have further diversified our investor base through our publicly-traded vehicles and through our wealth distribution platform, AWMS. AWMS facilitates the product development, distribution, marketing and client management activities for investment offerings in the global wealth management channel with over 175 professionals. As of December 31, 2025, our publicly-traded funds and our perpetual wealth vehicles account for $108.4 billion, or 17%, of our AUM. Operations Management Group The OMG consists of shared resource groups to support our operating segments by providing infrastructure and administrative support in the areas of accounting/finance, operations, information technology, legal, compliance, human resources, strategy and relationship management, and distribution, including AWMS. In 2025, we restructured and expanded our capital markets professionals and formalized and expanded our Capital Solutions Group in order to improve execution on financing and capital markets activities. Our clients seek to partner with investment management firms that not only have compelling investment track records across multiple investment products but also possess seasoned operational support functions. As such, significant investments have been made to develop the OMG. We have successfully launched new business lines, integrated acquired businesses into our operations and created scale within the OMG to support a much larger platform. 28
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Table of Contents Organizational Structure The simplified diagram below (which omits certain intermediate holding companies) depicts our legal organizational structure. Ownership information in the diagram below is presented as of December 31, 2025. Ares Management Corporation (“AMC”) is a holding company and through subsidiaries is the general partner of the Ares Operating Group entity and operates and controls the business and affairs of the Ares Operating Group. AMC consolidates the financial results of the Ares Operating Group, its consolidated subsidiaries and certain consolidated funds. (1) Assuming the full exchange of AOG Units and conversion of Series B mandatory convertible preferred stock for shares of our Class A common stock, as of December 31, 2025, Ares Owners Holdings L.P. would hold 32.54%, Sumitomo Mitsui Banking Corporation (“SMBC”) would hold 5.02% and the public would hold 62.44% of AMC. Inclusive of Class A common stock held directly by Ares employees and assuming the full exchange of AOG Units and conversion of Series B mandatory convertible preferred stock for shares of our Class A common stock, Ares employee ownership would represent 37.13% of all outstanding shares. Economic interests of AMC are calculated based on 227,459,008 outstanding shares of Class A common stock and 3,489,911 outstanding shares of non-voting common stock. 29
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Table of Contents Holding Company Structure Our common stockholders are entitled to vote on all matters on which stockholders of a corporation are generally entitled to vote under the Delaware General Corporation Law (the “DGCL”), including the election of our board of directors. Holders of shares of our Class A common stock are entitled to one vote per share of our Class A common stock. On any date on which the Ares Ownership Condition (as defined in the Certificate of Incorporation) is satisfied, the holder of shares of our Class B common stock is, in the aggregate, entitled to a number of votes equal to (x) four times the aggregate number of votes attributable to our Class A common stock minus (y) the aggregate number of votes attributable to our Class C common stock. On any date on which the Ares Ownership Condition is not satisfied, the holder of shares of our Class B common stock is not entitled to vote on any matter submitted to a vote of our stockholders. The holder of shares of our Class C common stock is generally entitled to a number of votes equal to the number of AOG Units (as defined in the Certificate of Incorporation) held of record by each Ares Operating Group Limited Partner (as defined in the Certificate of Incorporation) other than the Company and its subsidiaries. Ares Management GP LLC is the sole holder of shares of our Class B common stock and Ares Voting LLC is the sole holder of shares of our Class C common stock. Our Class B common stock and our Class C common stock are non-economic and holders thereof shall not be entitled to: (i) dividends from the Company or (ii) receive any assets of the Company in the event of any dissolution, liquidation or winding up of the Company. Ares Management GP LLC and Ares Voting LLC are both wholly owned by Ares Partners Holdco LLC. As a result, the Company is a “controlled company” within the meaning of the corporate governance standards of the New York Stock Exchange (“NYSE”) and qualifies for exceptions from certain corporate governance rules of the NYSE. The Company also has non-voting common stock solely held by SMBC, which has the same economic rights as the Class A common stock. Our Series B mandatory convertible preferred stock has voting rights with respect to certain amendments to our Certificate of Incorporation or the Certificate of Designations, certain business combination transactions and certain other matters, subject to certain exceptions. However, holders of our Series B mandatory convertible preferred stock are not entitled to vote on an as-converted basis with common stockholders on matters on which holders of common stock are entitled to vote. Accordingly, AMC and any direct subsidiaries of AMC that are treated as corporations for U.S. federal income tax purposes and that are the holders of AOG Units are subject to U.S. federal, state and local income taxes in respect of their interests in the Ares Operating Group. The Ares Operating Group entity is treated as a partnership for U.S. federal income tax purposes. An entity that is treated as a partnership for U.S. federal income tax purposes generally incurs no U.S. federal income tax liability at the entity level. Instead, each partner is required to take into account its allocable share of items of income, gain, loss, deduction and credit of the partnership in computing its U.S. federal, state and local income tax liability each taxable year, whether or not cash distributions are made. AMC holds through subsidiaries a number of AOG Units equal to the number of shares of Class A common stock that AMC has issued. The AOG Units held by AMC and its subsidiaries are economically identical in all respects to the AOG Units that are not held by AMC and its subsidiaries. In connection with the issuance of the Series B mandatory convertible preferred stock, the Ares Operating Group entity also issued preferred “mirror units” with economic terms designed to mirror those of our Series B mandatory convertible preferred stock. Accordingly, AMC receives the distributive share of income of the Ares Operating Group from its equity interest in the Ares Operating Group. Structure and Operation of our Funds We conduct the management of our funds and other similar private vehicles primarily through organizing a limited partnership or other limited liability structure in which entities organized by us accept commitments and/or funds for investment from institutional investors and other investors. Such commitments are generally drawn down from investors on an as needed basis to fund investments over a specified term. Our Credit Group funds also include structured funds in which the investor’s capital is fully funded upon or soon after the subscription for interests in the fund. The CLOs that we manage are structured financing vehicles that are generally private limited liability companies. Our drawdown funds are generally organized as limited partnerships or limited liability companies. However, there are non-U.S. funds that are structured as corporate or non-partnership entities under applicable law. We also advise a number of investors through SMA relationships structured as contractual arrangements or single investor vehicles. In the case of our SMAs that are not structured as single investor vehicles, the investor, rather than us, generally controls custody of the investments with respect to which we advise. We also manage several publicly- traded funds and perpetual wealth vehicles with varying redemption criteria. Our funds are generally advised by Ares Management LLC, which is registered under the Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”), a wholly owned subsidiary thereof or subsidiary controlled by AMC. Responsibility for the day-to- day operations of each investment vehicle is typically delegated to the Ares entity serving as investment adviser pursuant to an investment advisory, management or similar agreement. Generally, the material terms of our investment advisory agreements relate to the scope of services to be rendered by the investment adviser to the applicable 30
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Table of Contents vehicle, the calculation of management fees to be borne by investors in our investment vehicles and certain rights of termination with respect to our investment advisory agreements. With the exception of certain of the publicly-traded funds and perpetual wealth vehicles, the investment vehicles themselves do not generally register as investment companies under the Investment Company Act of 1940, as amended (the “Investment Company Act”), in reliance on applicable exemptions thereunder. The governing agreements of many of our funds provide that, subject to certain conditions, third-party investors in those funds have the right to terminate the investment period or the fund without cause. The governing agreements of some of our funds provide that, subject to certain conditions, third-party investors have the right to remove the general partner. In addition, the governing agreements of certain of our funds provide that upon the occurrence of certain events, the investment period will be suspended or the investors have the right to vote to terminate the investment period in accordance with specified procedures. Such events may include certain “key persons” in our funds that engage in bad acts or depart the firm. Fee Structure See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Components of Consolidated Results of Operations” for an overview of our fee structure, including management fee, administrative, transaction and other fees, incentive fee and carried interest arrangements with our funds. Capital Invested In and Through Our Funds To further align our interests with those of investors in our funds, we have invested the firm’s capital and that of our professionals in the funds we sponsor and manage. General partner capital commitments to our funds are determined separately with respect to our funds and, generally, do not exceed 5% of the total commitments of any particular fund. We determine the general partner capital commitments based on a variety of factors, including regulatory requirements, investor requirements, estimates regarding liquidity over the estimated time period during which commitments will be funded, estimates regarding the amounts of capital that may be appropriate for other opportunities or other funds we may be in the process of raising or are considering raising, prevailing industry standards with respect to sponsor commitments and our general working capital requirements. Our general partner capital commitments are typically funded with cash and not with carried interest or deferring management fees. We offer a portion of the general partner commitments to our eligible professionals in many of our funds. As of December 31, 2025, we and our employees had more than $7.2 billion invested in or committed to Ares-managed vehicles, including $3.4 billion of capital commitments from Ares, $3.6 billion of capital commitments from our employee co-investment vehicles and $0.2 billion of employee investments in our publicly-traded funds and our perpetual wealth vehicles. Regulatory and Compliance Matters Our businesses, as well as the financial services industry, generally are subject to extensive regulation, including periodic examinations and potential investigations by governmental agencies and self-regulatory organizations or exchanges in the U.S. and foreign jurisdictions in which we operate relating to, among other things, the management of our funds, antitrust laws, foreign investment review regimes, anti-money laundering laws, anti-bribery laws relating to foreign officials, tax laws and data privacy laws with respect to client and other information. In addition, some of our funds invest in businesses that operate in highly regulated industries. Each of the regulatory bodies with jurisdiction over us has regulatory powers dealing with many aspects of financial services, including the authority to grant, and in specific circumstances to cancel, permissions to carry on particular activities. Any failure to comply with these rules and regulations could expose us to liability and/or reputational damage. Additional legislation, increasing global regulatory oversight of fundraising activities, changes in rules promulgated by self-regulatory organizations or exchanges or changes in the laws or rules, or interpretation or enforcement of existing laws and rules, either in the U.S. or elsewhere, may directly affect our mode of operation and profitability. See “Item 1A. Risk Factors—Risks Related to Regulation.” Rigorous legal and compliance analysis of our businesses and investments is important to our culture. We strive to maintain a culture of compliance through the use of policies and procedures such as oversight compliance, codes of ethics, compliance systems, communication of compliance guidance and employee education and training. All employees must annually certify their understanding of, compliance with and adherence to key global Ares policies, procedures and code of ethics. We maintain a compliance group, supervised by our Chief Compliance Officer, that is responsible for monitoring our compliance with the regulatory and legal requirements to which we are subject and managing our compliance policies and procedures, which seek to address a variety of regulatory and compliance risks. Many jurisdictions in which we operate have laws and regulations relating to data privacy, cybersecurity and protection of personal information, including the General Data Protection Regulation (“GDPR”), a European Union (“EU”) regulation designed to protect privacy rights of individuals residing in the European Economic Area (the “EEA”), the GDPR as 31
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Table of Contents it forms part of the laws of England and Wales, Scotland and Northern Ireland by virtue of Section 3 of the European Union Withdrawal Act 2018 (as amended) and the Data Protection Act 2018 (collectively, “U.K. GDPR”) with respect to individuals residing in the United Kingdom (the “U.K.”), and numerous state and federal privacy laws applicable to individuals residing in the U.S. Various global privacy laws also apply to our business. These privacy laws and related regulations are regularly evolving and may conflict with one another. Any failure to comply with such laws or regulations could result in substantial fines, penalties and/or sanctions, litigation and reputational harm. Moreover, to the extent that these laws and regulations or the enforcement of the same become more stringent or change, or if new laws or regulations are enacted, our financial performance or plans for growth may be adversely impacted. U.S. Regulations The SEC oversees the activities of our subsidiaries that are registered investment advisers under the Investment Advisers Act. The Financial Industry Regulatory Authority (“FINRA”) and the SEC oversee the activities of our wholly owned subsidiary, AMCM, as a registered broker-dealer. In addition, we regularly rely on exemptions from various requirements of the Securities Act, the Exchange Act, the Investment Company Act, the Commodity Exchange Act and the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”). These exemptions are sometimes highly complex and may in certain circumstances depend on compliance by third parties who we do not control. Additionally, the SEC and various self-regulatory organizations have in recent years increased their regulatory activities in respect of investment management firms. See “Item 1A. Risk Factors—Risks Related to Regulation—Extensive regulation affects our activities, increases the cost of doing business and creates the potential for significant liabilities and penalties that could adversely affect our businesses and results of operations.” The SEC requires broker-dealers, or natural persons who are associated persons of broker-dealers, to act in the best interest of a retail customer when making a recommendation of any securities transaction or investment strategy involving securities, without placing the financial or other interest of the broker, dealer or natural person who is an associated person of a broker-dealer making the recommendation ahead of the interest of the retail customer (“Regulation Best Interest”). Regulation Best Interest requires broker-dealers to evaluate available alternatives, including those that may have lower expenses and/or lower investment risk than our investment funds. The term “retail customer” is defined as a natural person who uses such a recommendation primarily for personal, family or household purposes, without reference to investor sophistication or net worth. The “best interest” standard is satisfied through compliance with certain disclosure, duty of care, conflict of interest mitigation and compliance obligations. Under Regulation Best Interest, high cost, high risk and complex products may be subject to greater scrutiny by broker-dealers and their salespersons. Regulation Best Interest may negatively impact whether broker-dealers and their associated persons are willing to recommend investment products, including our funds, to retail customers, which may adversely impact our ability to distribute our products to certain investors. As such, Regulation Best Interest may reduce the ability of our funds to raise capital, which would adversely affect our business and results of operations. In addition, the U.S. Department of Labor as well as several states have proposed regulations or taken other actions pertaining to conduct standards for investment advisers and broker-dealers that may result in additional regulatory requirements related to our business. Funds and Portfolio Companies of our Funds All of our funds are advised by SEC registered investment advisers (or wholly owned subsidiaries thereof). Registered investment advisers are subject to more stringent requirements and regulations under the Investment Advisers Act than unregistered investment advisers. Such requirements relate to, among other things, fiduciary duties to clients, maintaining an effective compliance program, managing conflicts of interest and general anti-fraud prohibitions. In addition, the SEC requires investment advisers registered or required to register with the SEC under the Investment Advisers Act that advise one or more private funds and have at least $150 million in private fund assets under management to periodically file reports on Form PF. We have filed, and will continue to file, quarterly reports on Form PF, which has resulted in increased administrative costs and a significant amount of attention and time to be spent by our personnel. The SEC adopted changes to Form PF in 2023, which, among other requirements, requires current reporting upon the occurrence of certain fund-level events. In 2024, the SEC and the Commodity Futures Trading Commission (the “CFTC”) adopted joint amendments to Form PF that will require additional basic information about advisers and the private funds they advise, although the SEC and CFTC recently extended the compliance date for such amendments to October 2026 and noted that the agencies were engaging in a substantive review of Form PF. To the extent that we are required to report additional (or different) information on Form PF, such reporting will likely increase related administrative costs and burdens. ARCC, ASIF and our open-ended core infrastructure fund have each elected to be treated as a business development company under the Investment Company Act. Ares Private Markets Fund (“APMF”), Ares Dynamic Credit Allocation Fund, Inc. (NYSE: ARDC) (“ARDC”) and CION Ares Diversified Credit Fund (“CADC”) are diversified, closed-ended management investment companies registered under the Investment Company Act. With the exception of our open-ended core infrastructure fund, which has elected to be treated as a corporation for U.S. federal tax purposes, each of the other five companies has 32
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Table of Contents elected, for U.S. federal tax purposes, to be treated as a regulated investment company (“RIC”) under Subchapter M of the U.S. Internal Revenue Code of 1986, as amended (the “Code”). Ares Commercial Real Estate Corporation (NYSE: ACRE) (“ACRE”), in addition to our diversified non-traded REIT and industrial non-traded REIT, have each elected and qualified to be taxed as a real estate investment trust, or REIT, under the Code. We operate our wealth distribution platform, AWMS, through our wholly owned subsidiary AMCM. AMCM is registered as a broker- dealer with the SEC, maintains licenses in many states and is a member of FINRA. As a broker-dealer, AMCM is subject to regulation and oversight by the SEC and state securities regulators. In addition, FINRA promulgates and enforces rules governing the conduct of, and examines the activities of, its member firms. Due to the limited authority granted to AMCM in its capacity as a broker-dealer, it is not required to comply with certain regulations covering trade practices among broker-dealers and the use and safekeeping of customers’ funds and securities. As a registered broker-dealer and member of a self-regulatory organization, AMCM is, however, subject to the SEC’s uniform net capital rule, Rule 15c3-1 of the Exchange Act, which specifies the minimum level of net capital a broker-dealer must maintain and also requires that a significant part of a broker-dealer’s assets be kept in relatively liquid form. In January 2026, our wholly owned subsidiary, Ares Wealth Management Solutions, LLC, was consolidated with and into AMCM. See “Item 1A. Risk Factors—Risks Related to Regulation—The publicly-traded and perpetual wealth investment vehicles that we manage are subject to regulatory complexities that limit the way in which they do business and may subject them to a higher level of regulatory scrutiny.” Other Jurisdictions Certain of our subsidiaries operate outside the U.S. In Luxembourg, Ares Management Luxembourg (“AM Lux”) is subject to authorization and regulation by the Commission de Surveillance du Secteur Financier (“CSSF”). In the U.K., Ares Management Limited (“AML”) and Ares Management U.K. Limited (“AMUKL”) are subject to regulation and authorization by the U.K. Financial Conduct Authority (the “FCA”). Ares European Loan Management LLP (“AELM”), which is not a subsidiary, but in which we are indirectly invested and which procures certain services from AML, is also subject to regulation by the FCA. In some circumstances, AML, AMUKL, AELM (the “U.K. Regulated Entities”) and other Ares entities are or may become subject to U.K. or EU laws, for instance in relation to marketing our funds to investors in the EEA. The U.K. exited the EU on January 31, 2020. Various EU laws were “on-shored” into domestic U.K. legislation and certain transitional regimes and deficiency-correction powers exist to ease the transition. The Trade and Cooperation Agreement (the “TCA”) between the U.K. and the EU formally came into force on May 1, 2021 and since its effectiveness, the TCA has governed certain matters between the U.K. and the EU. There remains considerable uncertainty as to the nature of the U.K.’s future relationship with the EU and the full extent to which the businesses of the U.K. Regulated Entities and our businesses generally could be adversely affected by Brexit. See “Item 1A. Risk Factors— Risks Related to Regulation—The U.K.’s divergence from the EU (“Brexit”) could adversely affect our business and our operations.” Despite Brexit, new and existing EU legislation is expected to continue to impact our business in the U.K. (whether because its effect is preserved in the U.K. as a matter of domestic policy or because compliance with such legislation (whether in whole or part) is a necessary condition for market access into the EEA) and other EEA member states where we have operations. AM Lux operates under the EU legislative frameworks. Notwithstanding Brexit, the U.K. Regulated Entities generally continue to be regulated under these frameworks to the extent they were preserved in U.K. law. In some circumstances other Ares entities are or may become subject to EU laws or the law of EEA member states, including with respect to marketing our funds to investors in the EEA. AM Lux and AMUKL are both AIFMs. Their operations are primarily governed by Directive 2011/61/EU on Alternative Investment Fund Managers and other associated legislation, rules and guidance (“AIFMD”). The U.K. implemented AIFMD while it was still a member of the EU and similar requirements therefore continue to apply in the U.K. notwithstanding Brexit. The AIFMD imposes significant regulatory requirements on AIFMs established in the EEA. AIFMD regulates fund managers by, amongst other things, prescribing authorization conditions for an AIFM, restricting the activities that can be undertaken by an AIFM and prescribing the organizational requirements, operating conditions, and regulatory standards relating to such things as initial capital, remuneration, conflicts, risk management, leverage, liquidity management, delegation of duties, transparency and reporting requirements. In the EU, an amending directive to AIFMD, commonly referred to as “AIFMD II”, was published on March 26, 2024 and will become effective April 16, 2026, subject to the grandfathering period for certain of the loan origination provisions and certain Annex IV disclosure requirements which will become effective a year later (see “—Alternative Investment Fund Managers Directive” for further detail). 33
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Table of Contents In addition, the EU Digital Operational Resilience Act (“DORA”), which became applicable in January 2025, imposes requirements on a wide range of EU financial entities (including certain alternative investment fund managers) relating to information and communications technology (“ICT”) risk management, incident reporting, operational resilience testing and oversight of third-party ICT service providers. Compliance with DORA may require enhancements to our technology, risk management and vendor oversight practices. The EU has also adopted the EU Artificial Intelligence Act, which applies on a phased basis beginning in 2025 and is intended to regulate certain artificial intelligence systems based on their level of risk. Depending on our and our portfolio companies’ use of artificial intelligence technologies, we may be required to implement additional governance, risk management, documentation and compliance measures to comply with the EU Artificial Intelligence Act. AML and AELM are both investment firms within the meaning of Directive 2014/65/EU on Markets in Financial Instruments (“MiFID II”). Notwithstanding Brexit, the U.K.’s rules implementing MiFID II continue to have effect and the accompanying Markets in Financial Instruments Regulation 600/2014/EU (“MiFIR”) has been on-shored into U.K. law in connection with this withdrawal. The operations of AML and AELM are primarily governed by U.K. laws and regulatory rules implementing MiFID II, MiFIR and other associated legislation, rules and guidance. AMUKL is subject to certain provisions of U.K.-retained MiFID II because it has top-up permissions to provide certain U.K.-retained MiFID investment services. AM Lux is subject to certain provisions of EU MiFID II because it has top-up permissions to provide certain MIFID investment services. Certain aspects of MIFID II and MiFIR are subject to review and change in both the EU and the U.K. In addition to Europe, our operations and our investment activities are subject to a variety of other regulatory regimes that vary by country. These include operating subsidiaries of Ares Management Asia (Holdings) Limited, which are subject to regulation by various regulatory authorities, including the Securities and Futures Commission of Hong Kong and Monetary Authority of Singapore, as well as the expansion of our investment activities in Japan, Brazil, Vietnam and Australia in connection with recent strategic acquisitions, which are subject to the applicable regulatory authorities and regimes. In addition, the Bermuda Monetary Authority (the “BMA”) considers us to be the “shareholder controller” (as defined in the Bermuda Insurance Act) of Aspida Re, a Bermuda Class E insurance company. Competition The investment management industry is intensely competitive, and we expect it to remain so. We compete globally and on a regional, industry and asset basis. We face competition both in the pursuit of fund investors and investment opportunities. Generally, our competition varies across business lines, geographies and financial markets. We compete for outside investors based on a variety of factors, including investment performance, investor perception of investment managers’ drive, focus and alignment of interest, quality of service provided to and duration of relationship with investors, breadth of our product offering, business reputation and the level of fees and expenses charged for services. We compete for investment opportunities both at our funds and for strategic acquisitions by us based on a variety of factors, including breadth of market coverage and relationships, access to capital, transaction execution skills, the range of products and services offered, innovation and price. We face competition in our direct lending, trading, acquisitions and other investment activities primarily from traditional asset managers, business development companies, specialized funds, investment managers and other financial institutions, and we expect that competition will continue to increase. Many of these competitors in some of our businesses are substantially larger and have considerably greater financial, technical and marketing resources than are available to us. Many of these competitors have similar investment objectives to us, which may create additional competition for investment opportunities. Some of these competitors may also have a lower cost of capital and access to funding sources that are not available to us, which may create competitive disadvantages for us with respect to investment opportunities. In addition, some of these competitors may have higher risk tolerances, different risk assessments or lower return thresholds, which could allow them to consider a wider variety of investments and to bid more aggressively than us for investments that we want to make. Corporate buyers may be able to achieve synergistic cost savings with regard to an investment that may provide them with a competitive advantage in bidding for an investment. Additionally, institutional and individual investors are allocating increasing amounts of capital to alternative investment strategies. Several large institutional investors have announced a desire to consolidate their investments in a more limited number of managers. We expect that this will cause competition in our industry to intensify and could lead to a reduction in the size and duration of pricing inefficiencies that many of our funds seek to exploit. Additionally, technological innovation, including the use of artificial intelligence and data science, has the potential to disrupt the financial industry and change the way financial institutions, including asset managers, do business. Some of our competitors may be more successful than us in the development and implementation of new technologies, including services 34
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Table of Contents and platforms based on artificial intelligence, to address various matters including investor demand, operations or investment activity. We are advancing our capabilities in these areas as their application to our industry continues to evolve, but if we are unable to adequately do so, or do so at a slower pace than others in our industry, we may be at a competitive disadvantage. See “Item 1A. Risk Factors—General Risk Factors— Technological developments in artificial intelligence could disrupt the markets in which we operate and subject us to increased competition, legal and regulatory risks and compliance costs.” Competition is also intense for the attraction and retention of qualified employees. Our ability to continue to compete effectively in our businesses will depend upon our ability to attract new employees and retain and motivate our existing employees. For additional information concerning the competitive risks that we face, see “Item 1A. Risk Factors—Risks Related to Our Businesses—The investment management business is intensely competitive.” Available Information Ares Management Corporation is a Delaware corporation. Our telephone number is (310) 201-4100 and our website address is http://www.aresmgmt.com. Information on our website is not a part of this report and is not incorporated by reference herein. We make available free of charge on our website our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after those reports are electronically filed with, or furnished to, the SEC. To access these filings, go to the “Investor Resources” section of our website and then click on “SEC Filings.” In addition, these reports and the other documents we file with the SEC are available at a website maintained by the SEC at http://www.sec.gov. 35
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Table of Contents Item 1A. Risk Factors Risk Factor Summary Our businesses are subject to a number of inherent risks. We believe that the primary risks affecting our businesses and an investment in shares of our Class A common stock or Series B mandatory convertible preferred stock are: • difficult, volatile market and political conditions may adversely affect our businesses in many ways, including by reducing the value or hampering the performance of the investments made by our funds or reducing the ability of our funds to raise or deploy capital; • we operate in a complex regulatory and tax environment involving rules and regulations (both domestic and foreign), some of which are outdated relative to today’s global financial activities and some of which are subject to political influence, which could restrict or require us to adjust our operations or the operations of our funds or portfolio companies and subject us to increased compliance costs and administrative burdens, as well as restrictions on our business activities; • if we are unable to raise capital from investors or deploy capital into investments, or experience reduced capital raising or deployment activity, or if any of our management fees are waived or reduced, or if we fail to realize investments and generate carried interest or incentive fees, our revenues and cash flows would be materially reduced; • we are subject to risks related to our dependence on our executive officers, senior professionals and other key personnel as well as attracting, retaining and developing human capital in a highly competitive talent market; • we may experience reputational harm if we fail to appropriately address conflicts of interest, if we, our employees, our funds or their portfolio companies fail (or are alleged to have failed) to comply with applicable regulations in an increasingly complex political and regulatory environment and as a result of negative publicity related to our various businesses and strategies; • we face intense competition in the investment management business for investment opportunities; • our growth strategy contemplates acquisitions and entering new lines of business and expanding into new investment strategies, geographic markets and businesses, which subject us to numerous risks, expenses and uncertainties, including related to the integration of new businesses and strategies, acquisitions or joint ventures; • we derive a significant portion of our management fees from ARCC; • economic U.S. and foreign sanction laws may prohibit us and our affiliates from transacting with certain countries, individuals and companies; • our international operations subject us to numerous regulatory, operational and reputational risks and expenses; • our financial support of particular investment products, or the inability to provide support, may cause AUM, revenue and earnings to decline; • we are subject to operational risks and risks in using prime brokers, custodians, counterparties, administrators and other agents; • the increasing demands of fund investors, including the potential for fee compression and changes to other terms, could materially adversely affect our future revenues; • security incidents or cyber-attacks, affecting us or our third-party service providers, could adversely affect our business, financial condition and operating results; • technological developments in artificial intelligence could disrupt the markets in which we operate and subject us to increased competition, legal and regulatory risks and compliance costs; • we are subject to numerous privacy laws, and violation of such laws may subject us to significant fines or penalties, litigation, or reputational damage, and new privacy laws or changes in enforcement of existing privacy laws could impact our business and financial performance; • we may be subject to litigation and reputational risks and related liabilities or risks related to employee misconduct, fraud and other deceptive practices; 36
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Table of Contents • changes in interest rates could negatively impact the values of certain assets or investments and the ability of our funds and their portfolio companies to access the debt markets on attractive terms, which could adversely impact investment and realization opportunities; • inflation has impacted and may in the future adversely affect our business, results of operations and financial condition of our funds and their portfolio companies; • the use of leverage by us and our funds exposes us to substantial risks, including related to the use of Secured Overnight Financing Rate (“SOFR”) and Sterling Overnight Interbank Average Rate (“SONIA”); • asset valuation methodologies can be highly subjective and our value of an asset may differ materially from the value ultimately realized; • our funds may perform poorly due to market conditions, political actions or environments, monetary and fiscal policy or other conditions beyond our control; • third-party investors in our funds may not satisfy their contractual obligation to fund capital calls or may exercise redemption, termination or dissolution rights; • we are subject to risks relating to our contractual rights and obligations under our funds’ governing documents and investment management agreements; • a downturn in the global credit markets could adversely affect certain of our investments; • due to our and our funds’ investments in certain market sectors, such as private credit, power, infrastructure and energy, real estate, insurance, secondaries and private equity products, we are subject to risks and regulations inherent to those industries; • if we were deemed to be an “investment company” under the Investment Company Act, applicable restrictions could make it impractical for us to continue our businesses as contemplated; • due to the Holdco Members ownership and control of our shares of common stock, holders of our Class A common stock will generally have no influence over matters on which holders of our common stock vote and limited ability to influence decisions regarding our business; • we are subject to risks related to our categorization as a “controlled company” within the meaning of the NYSE listing standards; • potential conflicts of interest may arise among the holders of Class B and Class C common stock and the holders of our Class A common stock and/or Series B mandatory convertible preferred stock; • our holding company structure, Delaware law and contractual restrictions may limit our ability to pay dividends to the holders of our Class A and non-voting common stock; • other anti-takeover provisions in our charter documents could delay or prevent a change in control; and • we are subject to risks related to our tax receivable agreement (the “TRA”). Risks Related to Our Businesses Difficult market and political conditions may adversely affect our businesses in many ways, including by reducing the value or hampering the performance of the investments made by our funds or reducing the ability of our funds to raise or deploy capital, each of which could materially reduce our revenue, earnings and cash flow and adversely affect our financial prospects and condition. Our businesses are materially affected by conditions in the global financial markets and economic and political conditions throughout the world that are outside our control. These conditions may affect the level and volatility of securities prices and the liquidity and value of investments, and we may not be able to or may choose not to manage our exposure to these conditions. This could in turn materially reduce our revenue, earnings and cash flow and adversely affect our financial prospects and condition. 37
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Table of Contents Global financial markets have experienced heightened volatility in recent periods, including as a result of economic and political events in or affecting the world’s major economies, such as the ongoing war between Russia and Ukraine and conflicts in the Middle East. Sanctions imposed by the U.S. and other countries, including on Iran and in connection with hostilities between Russia and Ukraine and the tensions between China and Taiwan, have caused additional financial market volatility and affected the global economy. Concerns over future increases in inflation, economic recession, as well as interest rate volatility and fluctuations in oil and gas prices resulting from global production and demand levels, as well as geopolitical tension, have exacerbated market volatility. Market volatility has been further exacerbated by social unrest, changes regarding immigration and work permit policies and other political and security concerns both in the U.S. and across various international regions. Because of interrelationships within the global financial markets, if these issues do not abate, worsen or spread, our business may be adversely affected both within and outside of the directly affected regions. Changes in trade policies, including the imposition of new tariffs or increases in existing tariffs between the U.S., Mexico, Canada, China or other countries, or reactionary measures in response thereto, including retaliatory tariffs, legal challenges, or currency manipulation, could adversely affect the market conditions in which we operate. These factors may affect the level and volatility of credit and securities prices and the liquidity and value of fund investments, and we, our funds and our funds’ portfolio companies may not be able to successfully manage our exposure to these conditions. In addition, numerous structural dynamics and persistent market trends have exacerbated volatility and market uncertainty. Concerns over significant volatility in the commodities markets, sluggish economic expansion in foreign economies, including continued concerns over growth prospects in China and emerging markets, growing debt loads for certain countries, uncertainty about the consequences of the U.S. and other governments withdrawing monetary stimulus measures, government agency closures, prolonged government shutdowns and speculation about a possible recession all highlight the fact that economic conditions remain unpredictable and volatile. U.S. debt ceiling and budget deficit concerns have increased the possibility of additional credit-rating downgrades and economic slowdowns or a recession in the U.S. In recent periods, geopolitical tensions, including between the U.S. and China, have escalated. Further escalation of such tensions and the related imposition of sanctions or other trade barriers may negatively impact the rate of global growth, particularly in China, where growth has slowed. Moreover, there is a risk of both sector-specific and broad-based volatility, corrections and/or downturns in the commodities, equity and credit markets. Any of the foregoing could have a significant impact on the markets in which we operate and a material adverse impact on our business prospects and financial condition. Further, while weak economic environments have often provided attractive investment opportunities and strong relative investment performance, we tend to realize value from our investments in times of economic expansion, when opportunities to sell investments may be greater. Thus, we depend on the cyclicality of the market to sustain our businesses and generate attractive risk- adjusted returns over extended periods. A number of factors have had and may continue to have an adverse impact on credit markets in particular. The weakness and the uncertainty regarding the stability of the oil and gas markets resulted in a tightening of credit across multiple sectors. In addition, the Federal Reserve decreased the federal funds rate multiple times in 2025. Changes in and uncertainty surrounding interest rates may have a material effect on our business, particularly with respect to the cost and availability of financing for significant acquisition and disposition transactions. Moreover, many economies outside of the U.S. continue to experience weakness, tighter credit conditions and a decreased availability of foreign capital. Since credit represents a significant portion of our business and ongoing strategy, any of the foregoing could have a material adverse impact on our business prospects and financial condition. These and other conditions in the global financial markets and the global economy may result in adverse consequences for us and our funds, each of which could adversely affect the business of such funds, restrict such funds’ investment activities, impede such funds’ ability to effectively achieve their investment objectives and result in lower returns than we anticipated at the time certain of our investments were made. More specifically, these economic conditions could adversely affect our operating results by causing: • decreases in the market value of securities, debt instruments or investments held by some of our funds; • illiquidity in the market, which could adversely affect transaction volumes and the pace of realization of our funds’ investments or otherwise restrict the ability of our funds to realize value from their investments, thereby adversely affecting our ability to generate performance or other income; • our assets under management to decrease, thereby lowering a portion of our management fees payable by our funds to the extent they are based on market values; and • increases in costs or reduced availability of financial instruments that finance our funds. 38
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Table of Contents During periods of difficult market conditions or slowdowns (which may be across one or more industries, sectors or geographies), companies in which we and our funds invest may experience decreased revenues, financial losses, credit rating downgrades, difficulty in obtaining access to financing and increased funding costs. During such periods, these companies may also have difficulty in expanding their businesses and operations and be unable to meet their debt service obligations or other expenses as they become due, including expenses payable to us and our funds. In particular, while diversification is generally an objective of our funds, there can be no assurance as to the degree of diversification, if any, that will be achieved in any fund investments. Difficult market conditions or volatility or slowdowns affecting a particular asset class, geographic region, industry or other category of investment could have a significant adverse impact on a fund if its investments are concentrated in that area, which would result in lower investment returns. This lack of diversification may expose a fund to losses disproportionate to market declines in general if there are disproportionately greater adverse price movements in the particular investments. Negative financial results in our funds’ portfolio companies may reduce the value of their portfolio companies, the net asset value of our funds and the investment returns for our funds, which could have a material adverse effect on our operating results and cash flow. In addition, such conditions would increase the risk of default with respect to credit-oriented or debt investments. Our funds may be adversely affected by reduced opportunities to exit and realize value from their investments, by lower than expected returns on investments made prior to the deterioration of the credit markets and by our inability to find suitable investments for the funds to effectively deploy capital, which could adversely affect our ability to raise new funds and thus adversely impact our prospects for future growth. Our business depends in large part on our ability to raise capital from investors. If we were unable to raise such capital, we would be unable to collect management fees or deploy such capital into investments, which would materially reduce our revenues and cash flow and adversely affect our financial condition. Our ability to raise capital from investors depends on a number of factors, including many that are outside our control. Investors may downsize their investment allocations to alternative asset managers to rebalance a disproportionate weighting of their overall investment portfolio among asset classes. If the value of an investor’s portfolio decreases as a whole, the amount available to allocate to alternative investments could decline. Further, investors often evaluate the amount of distributions they have received from existing funds when considering commitments to new funds. Poor performance of our funds, or regulatory or tax constraints, could also make it more difficult for us to raise new capital. Our investors and potential investors continually assess our funds’ performance independently and relative to market benchmarks and our competitors, which affects our ability to raise capital for existing and future funds. If economic and market conditions deteriorate or continue to be volatile, investors may delay making new commitments to funds and/or we may be unable to raise sufficient amounts of capital to support the investment activities of future funds. We may not be able to find suitable investments for the funds to effectively deploy capital, which could reduce our revenues and cash flow and adversely affect our financial condition as well as our ability to raise new funds and our prospects for future growth. In addition, certain investors have implemented or may implement restrictions against investing in certain types of asset classes, such as fossil fuels, which would affect our ability to raise new funds focused on those asset classes. If we were unable to successfully raise capital, our revenue and cash flow would be reduced, and our financial condition would be adversely affected. Furthermore, while our senior professionals have committed substantial capital to our funds, commitments from new investors may depend on the commitments made by our senior professionals to new funds and there can be no assurance that there will be further commitments to our funds by these individuals, and any future investments by them in our funds or other alternative investment categories will likely depend on the performance of our funds, the performance of their overall investment portfolios and other investment opportunities available to them. We depend on our executive officers, senior professionals and other key personnel, and our ability to retain them and attract additional qualified personnel is critical to our success and our growth prospects. We depend on the diligence, skill, judgment, business contacts and personal reputations of our executive officers, senior professionals and other key personnel. Our future success will depend upon our ability to retain our senior professionals and other key personnel and our ability to recruit additional qualified personnel. These individuals possess substantial experience and expertise in investing, are responsible for locating and executing our funds’ investments, have significant relationships with the institutions that are the source of many of our funds’ investment opportunities and, in certain cases, have strong relationships with our investors. Therefore, if any of our senior professionals or other key personnel depart and join competitors or form competing companies, it could result in the loss of significant investment opportunities, limit our ability to raise capital from certain existing investors or result in the loss of certain existing investors. There is no guarantee that the non- competition and non-solicitation agreements to which certain of our senior professionals and other key personnel are subject, together with our other arrangements with them, will prevent them from leaving, joining our competitors or otherwise competing with us. Such agreements also expire after a certain period of time, at which point such senior personnel would be free to compete against us and solicit our clients and employees. In addition, there is no assurance that such agreements will be enforceable in all cases, particularly as U.S. states and/or federal agencies enact legislation or adopt rules aimed at effectively prohibiting non-competition agreements. 39
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Table of Contents The departure or bad acts of any of our senior professionals, or a significant number of our other investment professionals, could have a material adverse effect on our ability to achieve our investment objectives, cause certain of our investors to withdraw capital they invest with us or elect not to commit additional capital to our funds or otherwise have a material adverse effect on our business and our prospects. Turnover and associated costs of rehiring, the loss of human capital through attrition and the reduced ability to attract talent could impair our ability to implement our growth strategy and maintain our standards of excellence. Competition for qualified, motivated, and highly-skilled executives, professionals and other key personnel in investment management firms is significant, both in the U.S. and internationally, and we may not succeed in recruiting additional personnel or we may fail to effectively replace current personnel who depart with qualified or effective successors. Further the departure of some or all of those individuals could also trigger certain “key person” provisions in the documentation governing certain of our funds, which would permit the investors in those funds to suspend or terminate such funds’ investment periods or, in the case of certain funds, permit investors to withdraw their capital prior to expiration of the applicable lock-up date. We do not carry any “key person” insurance that would provide us with proceeds in the event of the death or disability of any of our senior professionals, and we do not have a policy that prohibits our senior professionals from traveling together. See “—Risks Related to Regulation—Employee misconduct and failure to comply with applicable laws, obligations and standards could harm us by impairing our ability to attract and retain investors and subjecting us to significant legal liability, regulatory scrutiny and reputational harm.” Our efforts to retain and attract investment professionals may also result in significant additional expenses, which could adversely affect our profitability or result in an increase in the portion of our carried interest and incentive fees that we grant to our investment professionals. Additionally, we expect expenses related to equity-based compensation to increase in the future as we grant equity-based awards to attract, retain and compensate employees. Our failure to appropriately address conflicts of interest could damage our reputation and adversely affect our businesses. As we expand the number and scope of our businesses, we increasingly confront potential conflicts of interest relating to our and our funds’ investment activities. These conflicts are most likely to arise between or among our funds or between one or more funds across our Credit, Real Assets, Secondaries and Private Equity Groups, and other businesses including any investment vehicles that we sponsor. These conflicts of interest include: • we and certain of our funds may have overlapping investment objectives, including funds that have different fee structures, and potential conflicts may arise with respect to our decisions regarding how to allocate investment opportunities. For example, a decision to receive material non-public information about a company while pursuing an investment opportunity may give rise to a potential conflict of interest if it results in our having to restrict any fund or other part of our business from trading in the securities of such company; • we may allocate an investment opportunity that is appropriate for Ares and/or multiple funds in a manner that excludes one or more funds or results in a disproportionate allocation based on factors or criteria that we determine, such as differences with respect to available capital, the size of a fund, minimum investment amounts and remaining life of a fund, differences in investment objectives or current investment strategies, such as objectives or strategies, differences in risk profile at the time an opportunity becomes available, the potential transaction and other costs of allocating an opportunity among various funds, potential conflicts of interest, including whether multiple funds have an existing investment in the security in question or the issuer of such security, the nature of the security or the transaction including the size of investment opportunity, minimum investment amounts and the source of the opportunity, current and anticipated market and general economic conditions, existing positions in an issuer/security, prior positions in an issuer/security and other considerations deemed relevant to us; • our funds may acquire positions in a single portfolio company, for example, where the fund that made an initial investment no longer has capital available to invest; • our funds may invest in different parts of the capital structure of a company in which one or more of our other funds also invests. For example, one or more funds may invest in a controlling or other equity interest issued by a portfolio company in which a different fund holds debt securities. Additionally, in connection with an investment we may create multiple tranches of a capital structure and our funds may be allocated investments in these tranches on terms established by us. The interests of our funds may not always be aligned, which may give rise to actual or potential conflicts of interest, or the appearance of conflicts of interest. Further, a direct conflict of interest could arise between the security holders if such a company were to become distressed or develop insolvency concerns. Actions taken for one or more of our funds may be adverse to us or other of our funds; • we may transfer (or decide not to transfer) assets owned by us on our balance sheet or otherwise provide financial support to our funds and structured financing vehicles, which could give rise to claims of conflicts of interest, including with respect to the nature of those assets and the method by which they were valued, and subject us to a risk 40
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Table of Contents of loss equal to the value of any financial support in the event that these structured financing vehicles or the underlying financial interests do not meet stated performance thresholds; • our affiliates or portfolio companies may be service providers or counterparties to our funds or portfolio companies and receive fees or other compensation for services that are not shared with our fund investors. In such instances, we may be incentivized to cause our funds or portfolio companies to purchase such services from our affiliates or portfolio companies rather than an unaffiliated service provider despite the fact that a third-party service provider could potentially provide higher quality services or offer them at a lower cost; • funds in one group could be restricted from selling their positions in such companies for extended periods because investment professionals in another group sit on the boards of such companies or because another part of the firm has received private information; • certain funds in different groups may invest alongside each other in the same security. For example, our BDCs and the other registered closed-end management investment companies managed by us are permitted to co-invest in portfolio companies with each other and with other affiliated investment entities pursuant to an SEC order (the “Co-Investment Exemptive Order”), subject to compliance with certain conditions and other requirements. The different investment objectives or terms of such funds may result in a potential conflict of interest, including in connection with the allocation of investments between the funds made pursuant to the Co-Investment Exemptive Order; • conflicts of interest may exist in the valuation of our investments (which can affect fees and carried interest) and regarding decisions about the allocation of specific investment opportunities among us and our funds and the allocation of fees and costs among us, our funds and their portfolio companies; and • fund investors may perceive conflicts of interest regarding investment decisions for funds in which our investment professionals, who have made and may continue to make significant personal investments, are personally invested. Though we believe we have appropriate means and oversight to resolve these conflicts, our judgment on any particular allocation could be challenged. While we have developed general guidelines regarding when two or more funds can invest in different parts of the same company’s capital structure and created a process that we employ to handle such conflicts if they arise, our decision to permit the investments to occur in the first instance or our judgment on how to minimize the conflict could be challenged. Further, our employees, including our senior professionals, may make investments or have outside business activities which may conflict with investments made by our funds or prevent our funds from investing in an opportunity. If we fail to appropriately address any such conflicts, it could negatively impact our reputation and ability to raise additional funds and the willingness of counterparties to do business with us or result in potential litigation or regulatory action against us, which may adversely impact our business. Conflicts of interest may arise in our allocation of co-investment opportunities. As a general matter, our allocation of co-investment opportunities is entirely within our discretion and there can be no assurance that co-investments of any particular type or amount will be allocated to any of our funds or investors. There can be no assurance that co- investments will become available and we will take into account a variety of factors and considerations we deem relevant in our sole discretion in allocating co-investment opportunities, including, without limitation, whether a potential co-investor has expressed an interest in evaluating co-investment opportunities, our assessment of a potential co-investor’s ability to invest an amount of capital that fits the needs of the co- investment and its history of participating in Ares co-investments, the potential co-investor’s strategic value to the co-investment, our funds or future funds, the length and nature of our relationship with the potential co-investor, including whether the potential co-investor has demonstrated a long-term and/or continuing commitment to the potential success of Ares or any of its funds, our assessment of a potential co- investor’s ability to commit to a co-investment opportunity within the required timeframe of the particular transaction, the economic and other terms of such co-investment (e.g., whether management fees and/or carried interest would be payable to us and the extent thereof), and such other factors and considerations that we deem relevant in our sole discretion under the circumstances. Certain funds in different groups may invest alongside each other in the same security. For example, our BDCs and the other registered closed-end management investment companies managed by us are permitted to co-invest in portfolio companies with each other and with other affiliated investment entities pursuant to the Co-Investment Exemptive Order, subject to compliance with certain conditions and other requirements. The different investment objectives or terms of such funds may result in a potential conflict of interest, including in connection with the allocation of investments between the funds made pursuant to the Co-Investment Exemptive Order. In addition, conflicts of interest may exist in the valuation of our investments and regarding decisions about the allocation of specific investment opportunities among us and our funds and the allocation of fees and costs among us, our funds and their portfolio companies. We, from time to time, incur fees, costs, and expenses on behalf of more than one fund. To the extent such fees, costs, and expenses are incurred for the account or benefit of more than 41
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Table of Contents one fund, each such fund will typically bear an allocable portion of any such fees, costs, and expenses in proportion to the size of its investment in the activity or entity to which such expense relates (subject to the terms of each fund’s governing documents) or in such other manner as we consider fair and equitable under the circumstances such as the relative fund size or capital available to be invested by such funds. Where a fund’s governing documents do not permit the payment of a particular expense, we will generally pay such fund’s allocable portion of such expense. Potential conflicts will arise with respect to our decisions regarding how to allocate co-investment opportunities among us, our funds and investors and the terms of any such co-investments. Our fund documents typically do not mandate specific allocations with respect to co- investments. The investment advisers of our funds may have an incentive to provide co-investment opportunities to certain investors in lieu of others. Co-investment arrangements may be structured through one or more of our investment vehicles, and in such circumstances, co-investors will generally bear the costs and expenses thereof (which may lead to conflicts of interest regarding the allocation of costs and expenses between such co-investors and investors in our other funds). The terms of any such existing and future co-investment vehicles may differ materially, and in some instances may be more favorable to us, than the terms of certain of our funds or prior co-investment vehicles, and such different terms may create an incentive for us to allocate a greater or lesser percentage of an investment opportunity to such funds or such co- investment vehicles, as the case may be. Such incentives will from time to time give rise to conflicts of interest. There can be no assurance that any conflicts of interest will be resolved in favor of any particular funds or investors (including any applicable co-investors) and such investment fund or investor (or the SEC) may challenge our treatment of such conflict, which could impose costs on our business and expose us to potential liability. We may also decide to provide a co-investment opportunity to certain investors in lieu of allocating more of that investment to our funds, which may adversely impact our fundraising activity. The investment management business is intensely competitive. The investment management business is intensely competitive, with competition based on a variety of factors, including investment performance, business relationships, quality of service provided to investors, investor liquidity and willingness to invest, fund terms (including fees), brand recognition and business reputation. We compete with a number of private equity funds, specialized funds, hedge funds, corporate buyers, traditional asset managers, real estate development companies, commercial banks, investment banks, other investment managers and other financial institutions, as well as domestic and international pension funds and sovereign wealth funds, and we expect that competition will continue to increase. Numerous factors increase our competitive risks, including, but not limited to: • a number of our competitors in some of our businesses have greater financial, technical, marketing and other resources and more personnel than we do; • some of our funds may not perform as well as competitors’ funds or other available investment products; • several of our competitors have raised significant amounts of capital, and many of them have similar investment objectives to ours, which may create additional competition for investment opportunities; • some of our competitors may have a lower cost of capital and access to funding sources that are not available to us, which may create competitive disadvantages for us with respect to our funds, particularly our funds that directly use leverage or rely on debt financing of their portfolio investments to generate superior investment returns; • some of our competitors may have higher risk tolerances, different risk assessments or lower return thresholds than us, which could allow them to consider a wider variety of investments and to bid more aggressively than us for investments that we want to make; • some of our competitors may be subject to less regulation and, accordingly, may have more flexibility to undertake and execute certain businesses or investments than we do and/or bear less compliance expense than we do; • some of our competitors may not have the same types of conflicts of interest as we do; • in order to broaden distribution of certain of their private wealth products, some of our competitors may be willing to pay higher placement, servicing or other forms of distributor fees; our unwillingness to pay such fees may adversely impact the amount of capital we or our funds are able to raise in the private wealth channel; 42
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Table of Contents • some of our competitors may have more flexibility than us in raising certain types of funds under the investment management contracts they have negotiated with their investors; • some of our competitors may have better expertise or be regarded by investors as having better expertise or reputation in a specific asset class or geographic region than we do; • our competitors that are corporate buyers may be able to achieve synergistic cost savings in respect of an investment, which may provide them with a competitive advantage in bidding for an investment; • our competitors have instituted or may institute low cost high speed financial applications and services based on artificial intelligence and new competitors may enter the asset management space using new investment platforms based on artificial intelligence; and • other industry participants may, from time to time, seek to recruit our investment professionals and other employees away from us. Developments in financial technology, such as artificial intelligence or distributed ledger technology (or blockchain), have the potential to disrupt the financial industry and change the way financial institutions, including investment managers, do business, and could exacerbate these competitive pressures. We may lose investment opportunities in the future if we do not match pricing, structures and terms offered by our competitors. Alternatively, we may experience decreased profitability, rates of return and increased risks of loss if we match pricing, structures and terms offered by our competitors. Further, as part of a shift in the distribution arrangements in the financial industry, certain third-party intermediaries have sought to revise existing or implement new fee arrangements that align their fees with the initial amount or ongoing NAV of capital invested through the intermediary in the applicable vehicle. While the extent of this shift going forward is uncertain, the costs associated with the distribution of certain of our perpetual wealth vehicles have increased and there may be further increases in distribution costs for these and future products. The incurrence of higher costs in connection with product distribution, without corresponding decreases in our cost structure, would adversely affect the profitability of impacted products. Certain of the third-party intermediaries on whom we rely to distribute our investment products also sell their own competing proprietary investment products, which could limit the distribution of our products. In addition, the attractiveness of investments in our funds relative to other investment products could decrease depending on economic conditions. This competitive pressure could adversely affect our ability to make successful investments and limit our ability to raise future funds, either of which would adversely impact our businesses, revenues, results of operations and cash flow. Lastly, institutional and individual investors are allocating increasing amounts of capital to alternative investment strategies. Several large institutional investors have announced a desire to consolidate their investments in a more limited number of managers. We expect that this will cause competition in our industry to intensify and could lead to a reduction in the size and duration of pricing inefficiencies that many of our funds seek to exploit. Increased competition may adversely impact our ability to deploy capital, which could reduce our revenues and cash flow and adversely affect our financial condition. Poor performance of our funds, or a failure or slowdown in deployment, would cause a decline in our revenue and results of operations and could adversely affect our ability to raise capital for future funds. We derive revenues primarily from: • management fees, which are based generally on the amount of capital committed to or invested by our funds; • carried interest and incentive fees, which are based on the performance of our funds; and • returns on investments of our own capital in the funds and other investment vehicles that we sponsor and manage. When any of our funds perform poorly, either by incurring losses or underperforming benchmarks, as compared to our competitors or otherwise, our investment record suffers. As a result, our carried interest and incentive fees may be adversely affected and, all else being equal, the value of our assets under management could decrease, which may, in turn, reduce our management fees. Moreover, we may experience losses on investments of our own capital as a result of poor investment performance. If a fund performs poorly, we will receive little or no carried interest and incentive fees with regard to the fund and little income or possibly losses from our own principal investment in such fund. Furthermore, if, as a result of poor performance or otherwise, a fund does not achieve total investment returns that exceed a specified investment return threshold 43
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Table of Contents over the life of the fund or other measurement period, we may be obligated to repay the amount by which carried interest that was previously distributed or paid to us exceeds amounts to which we were entitled. Poor performance of our funds and other vehicles could also make it more difficult for us to raise new capital. Investors in our closed-end funds may decline to invest in future closed-end funds we raise as a result of poor performance. Investors in our open-ended funds may redeem their investment as a result of poor performance. Poor performance of our publicly-traded funds may result in stockholders selling their stock in such vehicles, thereby causing a decline in the stock price and limiting our ability to access capital. For further information on the impact of poor fund performance, see “—We may not be able to maintain our current fee structure as a result of industry pressure from fund investors to reduce fees, which could have an adverse effect on our profit margins and results of operations.” The pace and consistency of our funds’ capital deployment has been, and may in the future continue to be, affected by a range of factors which are beyond our control. Our inability to deploy capital on the timeframe we expect, or at all, and on terms that we believe are attractive, would reduce or delay the management fees, carried interest and incentive fees that we would otherwise expect to earn on this capital. Moreover, we could be delayed in raising successor funds. The impact of any such reduction or delay would be particularly adverse with respect to funds where management fees are paid on invested capital. In addition, if any of our subsidiaries become the sponsor of any SPACs that are unable to successfully complete a business combination within the time limitation provided for such SPAC, we may lose the entirety of our investment. ARCC’s management fee comprises a significant portion of our management fees. The management fees we receive from ARCC (including fees attributable to ARCC Part I Fees) comprise a significant percentage of our management fees. The investment advisory and management agreement we have with ARCC categorizes the fees we receive as: (i) base management fees, which are paid quarterly and generally increase or decrease based on ARCC’s total assets (excluding cash and cash equivalents); (ii) fees based on ARCC’s net investment income (before ARCC Part I Fees and ARCC Part II Fees), which are paid quarterly (“ARCC Part I Fees”); and (iii) fees based on ARCC’s net capital gains, which are paid annually (“ARCC Part II Fees”). We classify the ARCC Part I Fees as management fees because they are predictable and recurring in nature, not subject to contingent repayment and generally cash- settled each quarter. If ARCC’s total assets or its net investment income (before ARCC Part I Fees and ARCC Part II Fees) were to decline significantly for any reason, including, without limitation, due to fair value accounting requirements, the poor performance of its investments or the failure to successfully access or invest capital, the amount of the fees we receive from ARCC, including the base management fee and the ARCC Part I Fees, would also decline significantly, which could have an adverse effect on our revenues and results of operations. In addition, because ARCC Part II Fees are not paid unless ARCC achieves cumulative aggregate realized capital gains (net of cumulative aggregate realized capital losses and aggregate unrealized capital depreciation), ARCC’s Part II Fees payable to us are variable and not predictable. In addition, ARCC Part I Fees and ARCC Part II Fees may be subject to cash payment deferral if certain return hurdles in accordance with the contractual terms are not met, which could have an adverse effect on our cash flows if such deferral is sustained for an extended period. In such cases, the contractual payments to employees as compensation related to such ARCC Part I Fees and ARCC Part II Fees are also deferred, which would limit the associated impact to our liquidity. We may also, from time to time, waive or voluntarily defer any fees payable by ARCC in connection with strategic transactions. Our investment advisory and management agreement with ARCC renews for successive annual periods subject to the approval of ARCC’s board of directors or by the affirmative vote of the holders of a majority of ARCC’s outstanding voting securities. In addition, the agreement may be terminated by ARCC’s board of directors, the affirmative vote of the holders of a majority of ARCC’s outstanding voting securities (each as required by the Investment Company Act) or its investment adviser without penalty upon 60 days’ written notice to the other party. Termination or non-renewal of this agreement would reduce our revenues significantly and could have a material adverse effect on our financial condition. We may not be able to maintain our current fee structure as a result of industry pressure from fund investors to reduce fees, which could have an adverse effect on our profit margins and results of operations. We may not be able to maintain our current fee structure as a result of industry pressure from fund investors to reduce fees. Although our investment management fees vary among and within asset classes, historically we have competed primarily on the basis of our performance and not on the level of our investment management fees relative to those of our competitors. In recent years, however, there has been a general trend toward lower fees in the investment management industry. Although we have no obligation to modify any of our fees with respect to our existing funds, we may experience pressure to do so. Institutional investors have continued increasing pressure to reduce management and investment fees charged by external managers, whether through direct reductions, deferrals, rebates or other means. In addition, we may be asked by investors to waive or defer fees for various reasons, including during economic downturns or as a result of poor performance of our funds. 44
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Table of Contents We may not be successful in providing investment returns and service that will allow us to maintain our current fee structure. Fee reductions on existing or future new businesses could have an adverse effect on our profit margins and results of operations. For more information about our fees, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” In addition, we may not be able to maintain our current fee structure if we fail to grow the assets of our funds. This would limit our ability to earn additional management fees, carried interest and incentive fees, and ultimately affect our operating results. Our fund investors and potential fund investors continually assess our funds’ performance independently and relative to market benchmarks and our competitors, and our ability to raise capital for existing and future funds and avoid excessive redemption levels depends on our funds’ performance. Accordingly, poor fund performance may deter future investment in our funds and thereby decrease the capital invested in our funds and, ultimately, our management fee income. In the face of poor fund performance, investors could demand lower fees or fee concessions for existing or future funds which would likewise decrease our revenue. A portion of our revenue, earnings and cash flow is variable, which may make it difficult for us to achieve steady earnings growth on a quarterly basis and may cause the price of shares of our Class A common stock to decline. A portion of our revenue, earnings and cash flow is variable, primarily due to the fact that carried interest and incentive fees that we receive from certain of our funds can vary from quarter to quarter and year to year. In addition, the investment returns of most of our funds are volatile. We may also experience fluctuations in our results from quarter to quarter and year to year due to a number of other factors, including changes in the values of our funds’ investments, changes in the amount of distributions, dividends or interest paid in respect of investments, changes in our operating expenses, the degree to which we encounter competition and general economic and market conditions. Such variability may lead to volatility in the trading price of shares of our Class A common stock and cause our results for a particular period not to be indicative of our performance in a future period. It may be difficult for us to achieve steady growth in earnings and cash flow on a quarterly basis, which could in turn lead to large adverse movements in the price of shares of our Class A common stock or increased volatility in the price of shares of our Class A common stock generally. The timing and amount of carried interest and incentive fees generated by our funds is uncertain and contributes to the volatility of our results. It takes a substantial period of time to identify attractive investment opportunities, to diligence and finance an investment and then to realize the cash value or other proceeds of an investment through a sale, public offering, recapitalization or other exit. Even if an investment proves to be profitable, it may be several years before any profits can be realized in cash or other proceeds. We cannot predict when, or if, any realization of investments will occur. If we were to have a realization event in a particular quarter or year, it may have a significant impact on our results for that particular quarter or year that may not be replicated in subsequent periods. We recognize revenue on investments in our funds based on our allocable share of realized and unrealized gains (or losses) reported by such funds, and a decline in realized or unrealized gains, or an increase in realized or unrealized losses, would adversely affect our revenue, which could increase the volatility of our results. With respect to our funds that generate carried interest, the timing and receipt of such carried interest varies with the life cycle of our funds. During periods in which a relatively large portion of our assets under management is attributable to funds and investments in their “harvesting” period, our funds would make larger distributions than in the fund-raising or investment periods that precede harvesting. During periods in which a significant portion of our assets under management is attributable to funds that are not in their harvesting periods, we may receive substantially lower carried interest distributions. Moreover in some cases, we receive carried interest payments only upon realization of investments by the relevant fund, which contributes to the volatility of our cash flow and in other funds we are only entitled to carried interest payments after a return of all contributions and a preferred return to investors. With respect to our funds that pay an incentive fee, the incentive fee is generally paid annually. In many cases, we earn this incentive fee only if the net asset value of a fund has increased or, in the case of certain funds, increased beyond a particular threshold. Some of our funds also have “high water marks.” If the high water mark for a particular fund is not surpassed, we would not earn an incentive fee with respect to that fund during a particular period even if the fund had positive returns in such period as a result of losses in prior periods. If the fund were to experience losses, we would not be able to earn an incentive fee from such fund until it surpassed the previous high water mark. The incentive fees we earn are, therefore, dependent on the net asset value of our fund investments, which could lead to significant volatility in our results. Finally, the timing and amount of incentive fees generated by our closed-end funds are uncertain and will contribute to the volatility of our earnings. Incentive fees depend on our closed-end funds’ investment performance and opportunities for realizing gains, which may be limited. Because a portion of our revenue, earnings and cash flow can be variable from quarter to quarter and year to year, we do not plan to provide any guidance regarding our expected quarterly and annual operating results. The lack of guidance may 45
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Table of Contents affect the expectations of public market analysts and could cause increased volatility in the price of shares of our Class A common stock. Our use of leverage to finance our businesses exposes us to substantial risks. As of December 31, 2025, we had $1,380 million borrowings outstanding under the Credit Facility and aggregate principal amount of senior notes and subordinated notes of $2,150.0 million and $450.0 million, respectively, are outstanding. We may choose to finance our businesses operations through further borrowings under the Credit Facility or by issuing additional debt. Our existing and future indebtedness exposes us to the typical risks associated with the use of leverage, including the same risks that are applicable to our funds that use leverage as discussed below under “—Risks Related to Our Funds—Dependence on significant leverage by our funds subjects us to volatility and contractions in the debt financing markets could adversely affect our ability to achieve attractive rates of return on those investments.” The occurrence or continuation of any of these events or trends could cause us to suffer a decline in the credit ratings assigned to our debt by rating agencies, which would cause the interest rate applicable to borrowings under the Credit Facility to increase and could result in other material adverse effects on our businesses. We depend on financial institutions extending credit to us on terms that are reasonable to us. There is no guarantee that such institutions will continue to extend credit to us or renew any existing credit agreements we may have with them, or that we will be able to refinance outstanding facilities when they mature. In addition, the incurrence of additional debt in the future could result in potential downgrades of our existing corporate credit ratings, which could limit the availability of future financing and/or increase our cost of borrowing. Furthermore, the Credit Facility and the indenture governing our senior notes contain certain covenants with which we need to comply. Non-compliance with any of the covenants without cure or waiver would constitute an event of default, and an event of default resulting from a breach of certain covenants could result, at the option of the lenders, in an acceleration of the principal and interest outstanding. In addition, if we incur additional debt, our credit rating could be adversely impacted. Borrowings under the Credit Facility will mature in April 2030, our tranches of senior notes mature in November 2028, June 2030, February 2052 and October 2054, respectively, and our subordinated notes mature in June 2051. As these borrowings and other indebtedness mature (or are otherwise repaid prior to their scheduled maturities), we may be required to either refinance them by entering into new facilities or issuing additional debt, which could result in higher borrowing costs, or issuing equity, which would dilute existing stockholders. We could also repay these borrowings by using cash on hand, cash provided by our continuing operations or cash from the sale of our assets, which could reduce distributions to holders of our Class A or non-voting common stock. We may be unable to enter into new facilities or issue debt or equity in the future on attractive terms, or at all. Borrowings under the Credit Facility are SOFR-based obligations. As a result, an increase in short- term interest rates will increase our interest costs if such borrowings have not been hedged into fixed rates. The risks related to our use of leverage may be exacerbated by our funds’ use of leverage to finance investments. See “—Risks Related to Our Funds—Dependence on significant leverage by our funds subjects us to volatility and contractions in the debt financing markets could adversely affect our ability to achieve attractive rates of return on those investments.” We are exposed to risks associated with changes in interest rates. General interest rate fluctuations may have a substantial negative impact on our investments and investment opportunities and, accordingly, may have a material adverse effect on our investment objective and our net investment income. Because we borrow money and may issue debt securities or preferred stock to make investments, our net investment income is dependent upon the difference between the rate at which we borrow funds or pay interest or dividends on such debt securities or preferred stock and the rate at which we invest these funds. If market rates decrease we may earn less interest income from investments made during such lower rate environment. From time to time, we may also enter into certain hedging transactions to mitigate our exposure to changes in interest rates. In the past, we have entered into certain hedging transactions, such as interest rate swap agreements, to mitigate our exposure to adverse fluctuations in interest rates, and we may do so again in the future. In addition, we may increase our floating rate instruments to position the portfolio for rate increases. On a market value basis, approximately 86% of the debt assets within our Credit Group were floating rate instruments as of December 31, 2025, which we believe helps mitigate volatility associated with changes in interest rates. However, we cannot assure you that such transactions will be successful in mitigating our exposure to interest rate risk. There can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. Trading prices tend to fluctuate more for fixed rate securities that have longer maturities. Although we have no policy governing the maturities of our investments, under current market conditions we expect that we will invest in a portfolio of debt generally having maturities of up to 10 years. Trading prices for debt that pays a fixed rate of return tend to fall as interest rates rise. This means that we are subject to greater risk (other things being equal) than a fund invested solely in shorter-term securities. A decline in the prices of the debt we own could adversely affect the trading price of our common stock. Also, an 46
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Table of Contents increase in interest rates available to investors could make an investment in our common stock less attractive if we are not able to increase our dividend rate, which could reduce the value of our common stock. Inflation has impacted and may in the future adversely affect our business, results of operations and financial condition of our funds and their portfolio companies. Certain of our funds and their portfolio companies are in industries that have been impacted by inflation. Although U.S. inflation rates have fluctuated in recent periods, they remain well above the historic levels over the past several decades. Ongoing inflationary pressures have increased the costs of labor, energy and raw materials and have adversely affected consumer spending, economic growth and our funds’ portfolio companies’ operations. If these portfolio companies are unable to pass any increases in their costs of operations along to their customers, it could adversely affect their operating results. In addition, any projected future decreases in the operating results of our funds’ portfolio companies due to inflation could adversely impact the fair value of those investments. Any decreases in the fair value of our fund investments could result in future realized or unrealized losses. Operational risks may disrupt our businesses, result in losses or limit our growth. We face operational risk from errors made in the execution, confirmation or settlement of transactions. We also face operational risk from transactions and key data not being properly recorded, evaluated or accounted for in our funds. In particular, our Credit Group, and to a lesser extent our Private Equity Group, are highly dependent on our ability to process and evaluate, on a daily basis, transactions across markets and geographies in a time-sensitive, efficient and accurate manner. Consequently, we rely heavily on our financial, accounting and other data processing systems. New investment products we may introduce could create a significant risk that our existing systems may not be adequate to identify or control the relevant risks in the investment strategies employed by such new investment products. In addition, we operate in a business that is highly dependent on information systems and technology. Our information systems and technology may not continue to be able to accommodate our growth, particularly our growth internationally, and the cost of maintaining our information systems and technology may increase from its current level, including due to existing and anticipated regulations. Such a failure to accommodate growth, or an increase in costs related to our information systems and technology, could have a material adverse effect on our business and results of operations. Furthermore, while we have offices and personnel located worldwide, our headquarters and a substantial portion of our personnel are located in Los Angeles. An earthquake, wildfire or other disaster or a disruption in the infrastructure that supports our businesses, including a disruption involving electronic communications, our internal human resources systems or other services used by us or third parties with whom we conduct business, or directly affecting our headquarters or other office locations, could materially disrupt our operations and adversely affect our business and financial results. Although we have disaster recovery programs in place, these may not be sufficient to mitigate the harm that may result from such a disaster or disruption. In addition, insurance and other safeguards might only partially reimburse us for our losses, if at all. We also rely on a concentrated set of vendors and third-party service providers for certain aspects of our businesses, including for certain information systems, technology and administration of our funds and compliance matters, such as accounting, investor services, investment operations, banking, software development and maintenance and legal and regulatory compliance. Our ability to conduct our business may be adversely affected if one or more key vendors or third-party service providers fails to meet our expectations or if we otherwise become unable to procure their services on commercially reasonable terms. In addition, certain vendors and third-party service providers are vulnerable to disruption from severe weather events, natural disasters, public health crises, cybersecurity incidents or similar services and other disruptions, and may be subject to financial distress, regulatory sanctions, labor shortages, system failures or other operational issues. Operational risks could increase as third-party service providers increasingly offer mobile and cloud-based software services rather than software services that can be operated within our own data centers, as certain aspects of the security of such technologies may be complex, unpredictable or beyond our control, and any failure by mobile technology or cloud service providers to adequately safeguard their systems and prevent cyber-attacks could disrupt our operations and result in misappropriation, corruption or loss of confidential, proprietary or personal information. In addition, our counterparties’ information systems, technology or accounts may be the target of cyber-attacks. See “—General Risk Factors—Security incidents or cyber-attacks, affecting us or our third-party service providers, could adversely affect our business by causing a disruption to our operations, a compromise or corruption of our confidential, personal or other sensitive information and/or damage to our business relationships or reputation, any of which could negatively impact our business, financial condition and operating results.” Any interruption or deterioration in the performance of these third parties or the service providers of our counterparties or failures or vulnerabilities of their respective information systems or technology could impair the quality of our funds’ operations, require us to transition to alternative providers, which could involve significant time, costs and operational risks, and could impact our reputation, adversely affect our businesses and limit our ability to grow. 47
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Table of Contents Finally, there continues to be significant evolution and developments in the use of artificial intelligence and machine learning technologies, including generative artificial intelligence and large language models. We cannot fully determine the impact of such evolving technology to our business at this time. Our capital markets activities expose us to risks that could limit our revenue growth and expose us to losses from counterparties. The capital markets services that our Capital Solutions Group and AMCM provide serve as one of our sources of revenue. The capital markets fees AMCM receives are generally dependent on the frequency and volume of transactions by our funds and portfolio companies, which can fluctuate over time. A slowdown in market activity generally or in our investment or exit activity could adversely affect the amount of fees AMCM’s business generates. In addition, as a result of services provided by our Capital Solutions Group and by AMCM, we could incur losses that could have a material adverse effect on our results of operations, financial condition and cash flow, as well as our reputation. For example, we may incur significant losses to the extent that our counterparties fail to acquire or pay for the debt or equity securities or loans that we expected to sell, place or syndicate to them or are otherwise unable to dispose of any financial exposure that we incur at the prices that we anticipated or at all. We are subject to risks in using prime brokers, custodians, counterparties, administrators and other agents. Many of our funds depend on the services of prime brokers, custodians, counterparties, administrators and other agents to carry out certain securities and derivatives transactions and other administrative services. We are subject to risks of errors made by these third parties, which may be attributed to us and subject us or our fund investors to reputational damage, penalties or losses. We may be unsuccessful in seeking reimbursement or indemnification from these third-party service providers. Although the Dodd-Frank Act provides for general regulation of the derivatives market, the terms of the contracts with these third- party service providers are often customized and complex, and many of these arrangements occur in markets or relate to products that are not subject to regulatory oversight. In particular, some of our funds utilize prime brokerage arrangements with a relatively limited number of counterparties, which has the effect of concentrating the transaction volume (and related counterparty default risk) of these funds with these counterparties. The counterparty to one or more of these contracts may default, either voluntarily or involuntarily, on its performance under the contract. Any such default may occur suddenly and without notice to us or the applicable fund. Moreover, if a counterparty defaults, we may be unable to take action to cover our exposure, either because we lack contractual recourse or because market conditions make it difficult to take effective action. This inability could occur in times of market stress, which is when defaults are most likely to occur. In addition, our risk-management models may not accurately anticipate the impact of market stress or counterparty financial condition, and as a result, we may not have taken sufficient action to reduce our risks effectively. Default risk may arise from events or circumstances that are difficult to detect, foresee or evaluate. In addition, concerns about, or a default by, one large participant could lead to significant liquidity problems for other participants, which may in turn expose us to significant losses. Although we have risk-management models and processes to ensure that we are not exposed to a single counterparty for significant periods of time, given the large number and size of our funds, we often have large positions with a single counterparty. For example, most of our funds have credit lines. If the lender under one or more of those credit lines were to become insolvent, we may have difficulty replacing the credit line and one or more of our funds may face liquidity problems. In the event of a counterparty default, particularly a default by a major investment bank or a default by a counterparty to a significant number of our contracts, one or more of our funds may have outstanding trades that they cannot settle or are delayed in settling. As a result, these funds could incur material losses and the resulting market impact of a major counterparty default could harm our businesses, results of operation and financial condition. In the event of the insolvency of a prime broker, custodian, counterparty or any other party that is holding assets of our funds as collateral, our funds might not be able to recover equivalent assets in full as they will rank among the prime broker’s, custodian’s or counterparty’s unsecured creditors in relation to the assets held as collateral. In addition, our funds’ cash held with a prime broker, custodian or counterparty generally will not be segregated from the prime broker’s, custodian’s or counterparty’s own cash, and our funds may therefore rank as unsecured creditors in relation thereto. The counterparty risks that we face have increased in complexity and magnitude as a result of disruption in the financial markets in recent years. In addition, counterparties have generally reacted to recent market volatility by tightening 48
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Table of Contents their underwriting standards and increasing their margin requirements for all categories of financing, which has the result of decreasing the overall amount of leverage available and increasing the costs of borrowing. Rapid growth of our businesses, particularly outside the U.S., may be difficult to sustain and may place significant demands on our administrative, operational and financial resources. Our assets under management have grown significantly in the past, and we are pursuing further growth in the near future, both organic and through acquisitions. Our rapid growth has placed, and planned growth, if successful, will continue to place significant demands on our legal, accounting, compliance and operational infrastructure and has increased expenses. The complexity of these demands, and the expense required to address them, is a function not simply of the amount by which our assets under management has grown, but of the growth in the variety and complexity of, as well as the differences in strategy between, our different funds. In addition, we are required to continuously develop our systems and infrastructure in response to the increasing sophistication of the investment management market and legal, accounting, regulatory and tax developments. Our future growth will depend in part on our ability to maintain an operating platform and management system sufficient to address our growth and will require us to incur significant additional expenses and to commit additional senior management and operational resources. As a result, we face significant challenges in: • maintaining adequate financial, regulatory (legal, tax and compliance) and business controls; • providing current and future investors with accurate and consistent reporting; • implementing new or updated information and financial systems and procedures; • monitoring and enhancing our cybersecurity and data privacy risk management; and • training, managing and appropriately sizing our work force and other components of our businesses on a timely and cost-effective basis. We may not be able to manage our expanding operations effectively or be able to continue to grow, and any failure to do so could adversely affect our ability to generate revenue and control our expenses. In addition, pursuing investment opportunities outside the U.S. presents challenges not faced by U.S. investments, such as different legal and tax regimes and currency fluctuations, which require additional resources to address. To accommodate the needs of global investors and strategies we must structure investment products in a manner that addresses tax, regulatory and legislative provisions in different, and sometimes multiple, jurisdictions. These laws may not always be consistent with each other. Further, in conducting business in foreign jurisdictions, we are often faced with the challenge of ensuring that our activities and those of our funds and, in some cases, our funds’ portfolio companies, are consistent with U.S. or other laws with extraterritorial application, such as the USA PATRIOT Act and the U.S. Foreign Corrupt Practices Act (the “FCPA”). Moreover, actively pursuing international investment opportunities may require that we increase the size or number of our international offices. Pursuing foreign fund investors means that we must comply with international laws governing the sale of interests in our funds, different investor reporting, investor “know your customer” requirements and information processes and other requirements, which may impact our ability to service such investors. As a result, we are required to continuously develop our systems and infrastructure, including employing and contracting with foreign businesses and entities, in response to the increasing complexity and sophistication of the investment management market and legal, accounting and regulatory situations. This growth has required, and will continue to require, us to incur significant additional expenses and to commit additional senior management and operational resources. There can be no assurance that we will be able to manage or maintain appropriate oversight over our expanding international operations effectively or that we will be able to continue to grow this part of our businesses, and any failure to do so could adversely affect our ability to generate revenues and control our expenses. See “—Risks Related to Regulation—Regulatory changes in jurisdictions outside the U.S. could adversely affect our businesses” and “—Risks Related to Our Funds—Our funds make investments in companies that are based outside of the United States, which may expose us to additional risks not typically associated with investing in companies that are based in the United States.” We may enter into new lines of business and expand into new investment strategies, geographic markets, strategic partnerships and businesses, each of which may result in additional risks, expenses and uncertainties in our businesses. We intend, if market conditions warrant, to grow our businesses by increasing assets under management in existing businesses and expanding into new investment strategies, geographic markets, strategic partnerships and businesses. We may pursue growth through acquisitions of other investment management companies, acquisitions of critical business partners, acquisition of companies, or other strategic initiatives (including through our other businesses), which may include entering into new lines of business. In addition, consistent with our past experience, we expect opportunities will arise to acquire other 49
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Table of Contents alternative or traditional asset managers, including asset managers located outside of the U.S. We have in the past opened many offices to conduct our asset management and capital markets businesses around the world, including in Europe and APAC, which we intend to grow and expand. We have also launched a number of new investment initiatives in various asset classes and geographies, which subject us to additional risk. For example, in connection with the acquisition of Walton Street Capital Mexico S. de R.L. de C.V. and certain of its affiliates (“WSM”) (the “WSM Acquisition”) in 2024, we expanded our real estate capabilities into Mexico. Additionally, in connection with the GCP Acquisition in 2025, we launched investment initiatives in Japan, Vietnam and Brazil. Each of these geographies may subject us to heightened risks due to jurisdictional limitations or political or economic uncertainty in these regions. See “—Investments in emerging markets are subject to greater risks than those in more developed markets.” Introducing new types of investment structures and products could increase the complexities involved in managing such investments, including ensuring compliance with applicable regulatory requirements and terms of the investment vehicles. Attempts to expand our businesses involve a number of special risks, including some or all of the following: • the required investment of capital and other resources; • the diversion of management’s attention from our core businesses; • the assumption of liabilities in any acquired business; • the disruption of our ongoing businesses; • entry into markets or lines of business in which we may have limited or no experience; • increasing demands on our operational and management systems and controls; • enhancing internal control processes of acquired assets; • regulatory or compliance exposure related to acquired assets until appropriate processes and controls are implemented; • our assumption of the imposition on us of known or unknown claims or liabilities in an acquisition, including claims by government agencies or authorities, current or former employees or customers, former stockholders or other third parties; • compliance with or applicability to our business or our funds’ portfolio companies of regulations and laws, including, in particular, local regulations and laws and customs in the numerous jurisdictions in which we operate and the impact that noncompliance or even perceived noncompliance could have on us and our funds’ portfolio companies; • our inability to realize the anticipated operation and financial benefits from an acquisition for a number of reasons, including if we are unable to effectively integrate acquired businesses and the potential departure of key investment professionals and employees or loss of relationships of the acquired businesses; • any divergence from our broader strategic goals or short-term decision-making that may result from any earnout structure in connection with an acquisition; • potential increase in investor concentration; and • the broadening of our geographic footprint, increasing the risks associated with conducting operations in certain foreign jurisdictions where we currently have little or no presence. Entry into certain lines of business may subject us to new laws and regulations with which we are not familiar, or from which we are currently exempt, and may lead to increased litigation and regulatory risk. If a new business does not generate sufficient revenues or if we are unable to efficiently manage our expanded operations, our results of operations will be adversely affected. Our strategic initiatives may include joint ventures and business combinations through subsidiary sponsored investment vehicles, in which case we will be subject to additional risks and uncertainties in that we may be dependent upon, and subject to liability, losses or reputational damage relating to systems, controls and personnel that are not under our control or disputes with our joint venture partners. Because we have not yet identified these potential new investment strategies, geographic markets or lines of business, we cannot identify all of the specific risks we may face and the potential adverse consequences on us and their investment that may result from any attempted expansion. If we are unable to consummate or successfully integrate new businesses and strategies, acquisitions or joint ventures, we may not be able to implement our growth strategy successfully. 50
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Table of Contents Our growth strategy is based, in part, on the selective development or acquisition of asset management businesses, advisory businesses or other businesses complementary to our business where we think we can add substantial value or generate substantial returns. The success of this strategy will depend on, among other things, (i) the availability of suitable opportunities, (ii) the level of competition from other companies that may have greater financial resources, (iii) our ability to value potential development or acquisition opportunities accurately and negotiate acceptable terms for those opportunities, (iv) our ability to obtain requisite approvals and licenses from the relevant governmental authorities and to comply with applicable laws and regulations without incurring undue costs and delays, (v) our ability to identify and enter into mutually beneficial relationships with venture partners, and (vi) our ability to properly manage conflicts of interest. In addition, our ability to integrate personnel at acquired businesses into our operations and culture may be impacted by the structure of acquisitions we make, such as contingent consideration and continuing governance rights retained by the sellers. This strategy also contemplates the use of shares of our publicly-traded Class A common stock as acquisition consideration. Volatility or declines in the trading price of shares of our Class A common stock may make shares of our Class A common stock less attractive to acquisition targets. Moreover, even if we are able to identify and successfully complete an acquisition, we may encounter unexpected difficulties or incur unexpected costs associated with integrating and overseeing the operations of the new businesses. If we are not successful in implementing our growth strategy, our business, financial results and the market price for shares of our Class A common stock may be adversely affected. Our financial support to particular structured financing vehicles, or our inability to provide support, may cause our AUM, revenue and earnings to decline. At our option and from time to time, we have provided and may in the future provide seed, warehouse or other forms of capital or credit support to our structured financing vehicles for commercial or other reasons. Our support of structured financing vehicles may utilize capital and liquidity that would otherwise be available for other corporate purposes. These arrangements subject us to a risk of loss equal to the value of the financial support in the event that these structured financing vehicles or the underlying financial interests do not meet stated performance thresholds, which typically results in a variable interest and the consolidation of these investment vehicles by us. Conversely, our ability to seed, warehouse or otherwise support certain structured financing vehicles may be restricted by regulation or by our inability to make available sufficient capital or liquidity. Moreover, inherent constraints arising from the business models of certain asset managers, including our business model, may during periods of market volatility result in us having fewer options for accessing liquidity than asset managers with alternate business models, which may adversely impact our ability to support certain structured financing vehicles. Our decision to support particular structured financing vehicles, or our inability or unwillingness to provide such support, may result in losses or affect our capital or liquidity, which may cause AUM, revenue and earnings to decline. Hedging strategies may adversely affect the returns on our cash flow and financial condition and funds’ investments. When managing our exposure to market risks, we may (on our own behalf or on behalf of our funds) from time to time use forward contracts, options, swaps, caps, collars, floors, foreign currency forward contracts, currency swap agreements, currency option contracts, among other strategies. Currency fluctuations in particular can have a substantial effect on our cash flow and financial condition. The success of any hedging or other derivative transactions generally will depend on our ability to correctly predict market or foreign exchange changes, the degree of correlation between price movements of a derivative instrument and the position being hedged, the creditworthiness of the counterparty and other factors. As a result, while we may enter into a transaction to reduce our exposure to market or foreign exchange risks, the transaction may result in poorer overall investment performance than if it had not been executed. Such transactions may also limit the opportunity for gain if the value of a hedged position increases. While such hedging arrangements may reduce certain risks, such arrangements themselves may entail certain other risks. These arrangements may require the posting of cash collateral at a time when a fund has insufficient cash or illiquid assets such that the posting of the cash is either impossible or requires the sale of assets at prices that do not reflect their underlying value. Moreover, these hedging arrangements may generate significant transaction costs, including potential tax costs, that reduce the returns generated by a fund. Our risk management strategies and procedures may leave us exposed to unidentified or unanticipated risks. Risk management applies to our investment management operations as well as to the investments we make for our specialized funds and customized separate accounts. We have developed and continue to update strategies and procedures specific to our business for managing risks, which include market risk, liquidity risk, operational risk and reputational risk. Management of these risks can be very complex. These strategies and procedures may fail under some circumstances, particularly if we are confronted with risks that we have underestimated or not identified, including those related to difficult market or geopolitical conditions. Given the large number and size of our funds, we often have large positions with a single counterparty. For example, we and most of our funds have credit lines. If the lender under one or more of those credit lines 51
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Table of Contents were to freeze the account or become insolvent, we may have difficulty replacing the credit line and the affected fund(s) or we may face liquidity challenges, which may adversely affect our business operations or the fund’s ability to close on an investment. If that counterparty is unable to perform its obligations or performs below our standards, we, our specialized funds, customized separate accounts and other investments may be adversely affected. In addition, some of our methods for managing the risks related to our clients’ investments are based upon our analysis of historical private markets behavior. Statistical techniques are applied to these observations in order to arrive at quantifications of some of our risk exposures. Historical analysis of private markets returns requires reliance on valuations performed by fund managers, which may not be reliable measures of current valuations. These statistical methods may not accurately quantify our risk exposure if circumstances arise that were not observed in our historical data. In particular, as we introduce new types of investment structures, products or services, our historical data may be incomplete. Failure of our risk management techniques could materially and adversely affect our business, financial condition and results of operations, including our right to receive incentive fees. Restrictions on our ability to collect and analyze data regarding our clients’ investments could adversely affect our business. Our database of private markets investments includes funds and direct investments that we monitor and report on for our specialized funds, customized separate accounts and advisory accounts. We rely on our database to provide regular reports to our clients, to research developments and trends in private markets and to support our investment processes. We depend on the continuation of our relationships with the general partners and sponsors of the underlying funds and investments in order to maintain current data on these investments and private markets activity. The termination of such relationships or the imposition of restrictions on our ability to use the data we obtain for our reporting and monitoring services could adversely affect our business, financial condition and results of operations. We are also highly dependent upon the technology platforms within which our data is stored and analyzed, and any disruption in the services provided by such platforms, whether temporary or permanent, could have a material adverse effect on our ability to effectively continue to operate our business without interruption. Risks Related to Regulation Extensive regulation affects our activities, increases the cost of doing business and creates the potential for significant liabilities and penalties that could adversely affect our businesses and results of operations. Overview of our regulatory environment and exemptions from certain laws. Our businesses are subject to extensive regulation, including periodic examinations and potential investigations, by governmental agencies and self-regulatory organizations in the jurisdictions in which we operate. The SEC oversees the activities of our subsidiaries that are registered investment advisers under the Investment Advisers Act. FINRA and the SEC oversee the activities of our wholly owned subsidiary AMCM as a registered broker-dealer, which also maintains licenses in many states. We are subject to audits by the Defense Counterintelligence and Security Agency to determine whether we are under foreign ownership, control or influence. We are also increasingly subject to various data privacy and protection laws. If we are unable or fail to comply with such laws, we could be subject to fines, penalties, litigation or reputational harm. Regulators are also increasing scrutiny and considering regulation of the use of artificial intelligence technologies, including with respect to uses of artificial intelligence by investment advisers. While comprehensive U.S. regulation has not been enacted to date, various U.S. governmental agencies and departments, including the SEC and Department of the Treasury, have released reports or otherwise indicated interest in assessing risks relating to the uses of artificial intelligence by businesses such as ours. In addition, certain laws governing artificial intelligence have been adopted in the EU (including the EU Artificial Intelligence Act) and in certain U.S. states. While we cannot predict the nature or effects of future regulations, regulatory developments relating to artificial intelligence could potentially have a material adverse effect on our business and results of operations. SEC enforcement activity has increased in recent years. While we have a robust compliance program in place, it is possible this enforcement activity will target practices that we believe are compliant, and which were not historically targeted by the SEC. Any such developments could materially impact our business and operations, including increasing compliance burdens and regulatory costs, and heightening the risk of regulatory enforcement action such as public sanctions, restrictions on activities, fines and reputational damage. Federal regulation. Under the Dodd-Frank Act, the Financial Stability Oversight Council (“FSOC”) has the authority to review the activities of certain non-bank financial firms engaged in financial activities and designate them as systemically important financial institutions (“SIFI”). Currently, there are no non-bank financial companies with a non-bank SIFI designation. The FSOC has, however, designated certain non-bank financial companies as SIFIs in the past, and additional non-bank financial companies, which may include large asset management companies such as us, may be designated as SIFIs in the future. In November 2023, FSOC adopted amendments to its guidance regarding procedures for designating non-bank financial companies as SIFIs which eliminated the prior guidance’s prioritization of an “activities-based” approach for identifying, 52
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Table of Contents assessing and addressing potential risks to financial stability. Under the previous guidance’s “activities-based” approach, FSOC indicated that it would primarily focus on regulating activities that pose systemic risk rather than focusing on individual firm-specific determinations. The elimination of an “activities-based” approach over designation of an individual firm as a non-bank SIFI may increase the likelihood of FSOC designating one or more firms as a non-bank SIFI. If we were designated as such, it would result in increased regulation of our businesses, including the imposition of capital, leverage, liquidity and risk management standards, credit exposure reporting and concentration limits, enhanced public disclosures, restrictions on acquisitions and annual stress tests by the Federal Reserve. Requirements such as these, which were designed to regulate banking institutions, would likely need to be modified to be applicable to an asset manager, although no proposals have been made indicating how such measures would be adapted for asset managers. Pursuant to the Dodd-Frank Act, regulation of the U.S. derivatives market is bifurcated between the CFTC and the SEC. Under the Dodd-Frank Act, the CFTC has jurisdiction over swaps and the SEC has jurisdiction over security-based swaps. Under CFTC rules, all swaps (other than security-based swaps) are included in the definition of commodity interests. As a result, funds that utilize swaps (whether or not related to a physical commodity) may fall within the statutory definition of a commodity pool. If a fund qualifies as a commodity pool, then, absent an available exemption, the operator of such fund is required to register with the CFTC as a CPO. Registration with the CFTC renders such CPO subject to regulation, including with respect to disclosure, reporting, recordkeeping and business conduct, which could significantly increase operating costs by requiring additional resources. Certain classes of interest rate swaps and certain classes of credit default swaps are subject to mandatory clearing, unless an exemption applies. Many of these swaps are also subject to mandatory trading on designated contract markets or swap execution facilities. Mandatory clearing and trade execution requirements may change the cost and availability of the swaps that we use, and expose our funds to the credit risk of the clearing house through which any cleared swap is cleared. In addition, federal bank regulatory authorities and the CFTC have adopted initial and variation margin requirements for swap dealers, security-based swap dealers and swap entities, including permissible forms of margin, custodial arrangements and documentation requirements for uncleared swaps and security-based swaps. As a result of these variation margin requirements, some of our funds are required to post collateral to satisfy the variation margin requirements which has made transacting in uncleared swaps more expensive. Position limits imposed by various regulators, self-regulatory organizations or trading facilities on derivatives may also limit our ability to effect desired trades. The Dodd-Frank Act also authorizes the SEC to establish position limits on security-based swaps, which rules could have a similar impact on our business. These rules and any additional proposals could affect our ability and the ability for our funds to enter into derivatives transactions. The SEC has adopted Regulation Best Interest which requires broker-dealers, or natural persons who are associated persons of broker- dealers, to act in the best interest of a retail customer when making a recommendation of any securities transaction or investment strategy involving securities. Regulation Best Interest requires such broker-dealers to evaluate available alternatives, including those that may have lower expenses and/or lower investment risk than our investment funds. Regulation Best Interest may negatively impact whether certain broker- dealers and their associated persons are willing to recommend investment products, including certain of our funds, to retail customers, which may adversely impact our ability to distribute our products to certain investors. Furthermore, the U.S. Department of Labor as well as several states have proposed regulations or taken other actions pertaining to conduct standards for investment advisers and broker-dealers that may result in additional requirements related to our business. It is difficult to determine the full extent of the impact on us of new laws, regulations or initiatives that may be proposed or whether any of the proposals will become law. In addition, as a result of proposed legislation, shifting areas of focus of regulatory enforcement bodies or otherwise, regulatory compliance practices may shift such that formerly accepted industry practices become disfavored or less common. Any changes or other developments in the regulatory framework applicable to our businesses, including the changes described above and changes to formerly accepted industry practices, may impose additional costs on us, require the attention of our senior management or result in limitations on the manner in which we conduct our businesses. Moreover, as calls for additional regulation have increased, there may be a related increase in regulatory investigations of the trading and other investment activities of alternative asset management funds, including our funds. In addition, we may be adversely affected by changes in the interpretation or enforcement of existing laws and rules by these governmental authorities and self-regulatory organizations. Compliance with any new laws or regulations could make compliance more difficult and expensive, affect the manner in which we conduct our businesses and adversely affect our profitability. State regulation. A number of states and regulatory authorities require investment managers to register as lobbyists. We have registered as such in a number of jurisdictions, including California, Illinois, New York, Pennsylvania, Louisiana, Texas and Kentucky. Other states or municipalities may consider similar legislation or adopt regulations or procedures with 53
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Table of Contents similar effect. These registration requirements impose significant compliance obligations on registered lobbyists and their employers, which may include annual registration fees, periodic disclosure reports and internal recordkeeping, and may also prohibit the payment of contingent fees. Regulatory environment of our funds and portfolio companies of our funds. Each of the regulatory bodies with jurisdiction over us has regulatory powers dealing with many aspects of financial services, including the authority to grant, and in specific circumstances to cancel, permissions to carry on particular activities. A failure to comply with the obligations imposed by the Investment Advisers Act, including recordkeeping, marketing and operating requirements, disclosure obligations and prohibitions on fraudulent activities, could result in investigations, sanctions, restrictions on the activities of us or our personnel and reputational damage. We are involved regularly in trading activities that implicate a broad number of U.S. and foreign securities and tax law regimes, including laws governing trading on inside information, market manipulation and a broad number of technical trading requirements that implicate fundamental market regulation policies. Violation of these laws could result in severe restrictions on our activities and damage to our reputation. Compliance with existing and new or changing laws and regulations subjects us to significant costs. Moreover, our failure to comply with applicable laws or regulations, including labor and employment laws, could result in fines, censure, suspensions of personnel or other sanctions, including revocation of the registration of our relevant subsidiaries as investment advisers or registered broker-dealers. Most of the regulations to which our businesses are subject are designed primarily to protect investors in our funds and portfolio companies and to ensure the integrity of the financial markets. They are not designed to protect our stockholders. Even if a sanction is imposed against us, one of our subsidiaries or our personnel by a regulator for a small monetary amount, the costs incurred in responding to such matters could be material, the adverse publicity related to the sanction could harm our reputation, which in turn could have a material adverse effect on our businesses in a number of ways, making it harder for us to raise new funds and discouraging others from doing business with us. In the past several years, the financial services industry, and private equity and alternative asset managers in particular, has been the subject of heightened scrutiny by regulators around the globe. In particular, the SEC and its staff have focused more narrowly on issues relevant to alternative asset management firms, including by forming specialized units devoted to examining such firms and, in certain cases, bringing enforcement actions against the firms, their principals and employees. In recent periods there have been a number of enforcement actions within the industry, and it is expected that the SEC will continue to pursue enforcement actions against private fund managers. This enforcement activity may cause us to reevaluate certain practices and adjust our compliance control function as necessary and appropriate. A number of our investing activities, such as our direct lending business, are also subject to regulation by various U.S. and foreign regulators, and may become subject to new laws, regulations or initiatives. It is impossible to determine the full extent of the impact on us of existing regulation or any other new laws, regulations or initiatives that may be proposed or whether any of the proposals will become law. Any changes in the regulatory framework applicable to our businesses, including the changes described above, may impose additional costs on us, require the attention of our senior management or result in limitations on the manner in which we conduct our business. Complying with any new laws or regulations could be more difficult and expensive, affect the manner in which we conduct our businesses and adversely affect profitability. As of December 31, 2025, our direct lending AUM represented 44% of our total AUM. The SEC’s recent list of examination priorities for investment advisers includes numerous items related to the oversight of asset managers to private funds, and many firms have received inquiries during examinations or directly from the SEC’s Division of Enforcement regarding private funds, including the calculation of fees and expenses, the allocation of broken-deal expenses, the disclosure of operating partner or operating executive compensation, outside business activities of firm principals and employees, group purchasing arrangements and general conflicts of interest disclosures. Further, the SEC has highlighted valuation practices as one of its areas of focus in investment adviser examinations and has instituted enforcement actions against advisers for misleading investors about valuation. If the SEC were to investigate and find errors in our methodologies or procedures, we and/or members of our management could be subject to penalties and fines, which could harm our reputation and our business, financial condition and results of operations could be materially and adversely affected. Changes in relevant data protection laws could necessitate changes to the steps taken by our funds for the purposes of complying with such laws and the way in which personal data is transferred between our funds. Following Brexit, the provisions of the GDPR were incorporated directly into U.K. law as the U.K. GDPR. In June 2025, the U.K. government enacted the Data (Use and Access) Act 2025, which includes reforms that may increase divergence between the U.K. and EU data protection regimes over time. In addition, the EU continues to pursue a broad digital regulatory agenda, including proposals to amend certain existing digital frameworks. These developments may require us and our portfolio companies to update policies, procedures, technical and organizational measures, vendor arrangements, cross-border data 54
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Table of Contents transfer practices and our uses of data and technology, and could increase the risk of investigations, enforcement actions, litigation or penalties if we fail to comply. In December 2025, the European Commission renewed its adequacy decisions for the U.K., which permit the transfer of personal data from the EEA to the U.K., until December 27, 2031, subject to periodic review and potential renewal. While we currently rely on the adequacy decisions and other transfer mechanisms, the adequacy decisions could be modified, suspended or withdrawn in the future, which could require us and our portfolio companies to implement additional data transfer mechanisms and could increase costs and complexity. Regulations impacting the insurance industry could adversely affect our business and our operations, and our provision of products and services to insurance companies, including through Aspida, subjects us to a variety of risks and uncertainties. The insurance industry is subject to significant regulatory oversight, both in the U.S. and abroad. Regulatory authorities in many relevant jurisdictions have broad administrative, and in some cases discretionary, authority with respect to insurance companies and/or their investment advisers, which may include, among other things, the investments insurance companies may acquire and hold, marketing practices, affiliate transactions, reserve requirements, capital adequacy including insurance company licensing and examination, agent licensing, establishment of reserve requirements and solvency standards, premium rate regulation, admissibility of assets, policy form approval, unfair trade and claims practices, advertising, maintaining policyholder privacy, payment of dividends and distributions to shareholders, investments, review and/or approval of transactions with affiliates, reinsurance, acquisitions, mergers and other matters. Insurance regulatory authorities regularly review and update these and other requirements. Effective March 31, 2024, new legislation became operative in Bermuda (subject to certain transitional and grandfathering arrangements) which relates to changes to the calculation of the technical provisions framework of insurers and insurance groups, amendments to the computation and flexibility of the Bermuda Solvency Capital Requirement, updates to the prudential rules and reporting forms to modify capital requirements and revisions to the fees charged to life insurers regulated by the BMA. In 2024, the National Association of Insurance Commissioners (“NAIC”) in the U.S. adopted changes to its Financial Analysis Handbook to provide additional guidance to regulators reviewing affiliated investment management agreements and added new regulatory considerations and guidance to assist regulators in assessing complex ownership structures. In 2024 and 2025, U.S. regulators also advanced several initiatives that directly affect capital standards and reserve requirements. The NAIC adopted multiple revisions to risk-based capital (“RBC”) formulas applicable to insurers, including new RBC treatment for pledged assets used in certain reinsurance arrangements. In addition, the NAIC continued refining RBC treatment for structured securities, including maintaining elevated capital charges for certain residual tranches. Separately, regulators advanced several material changes to asset adequacy testing (“AAT”) and cash flow testing requirements. The NAIC adopted Actuarial Guideline LV (AG 55), which requires insurers to include ceded reinsurance business within AAT under moderately adverse conditions, effective for year-end 2025 with reporting due by April 1, 2026. Additional proposals would require cash-flow testing of certain reinsurance transactions at the treaty level. Changes in rules and regulations impacting the insurance industry could adversely impact our expansion into the insurance industry, the prospects of Aspida Re, a Bermuda insurance company, and other investments we make in the insurance industry, both in the U.S. and abroad and limit our ability to raise capital for our funds from insurance companies, which could limit our ability to grow. More frequent and substantive updates to RBC and AAT frameworks could also create additional operational complexity or affect the capital planning or reinsurance strategies of insurers with which we conduct business. The U.S. and foreign insurance industries are subject to significant regulation. Regulatory authorities in the U.S. and many relevant jurisdictions have broad regulatory (including through any regulatory support organization), administrative, and in some cases discretionary, authority with respect to insurance companies and/or their investment advisers, which may include, among other things, the investments insurance companies may acquire and hold, marketing practices, affiliate transactions, reserve requirements and capital adequacy. Because these requirements are primarily designed to protect policyholders, regulatory authorities often have wide discretion in applying restrictions and regulations, which may indirectly affect Aspida, Aspida Life, Aspida Re and other parts of our business that operate within or offer products or services to insurance industry. We may be the target or subject of, or may have indemnification obligations related to, litigation, enforcement investigations or regulatory scrutiny. Regulators and other authorities generally have the power to bring administrative or judicial proceedings against insurance companies, which could result in, among other things, suspension or revocation of licenses, cease and desist orders, fines, civil penalties, criminal penalties or other disciplinary action. To the extent AIS or another Ares business that offers products to insurance companies, Aspida Life or Aspida Re is directly or indirectly involved in such regulatory actions, our reputation could be harmed, we may become liable for indemnification obligations and we could potentially be subject to enforcement actions, fines and penalties from both U.S. and foreign regulators. 55
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Table of Contents Insurance company investment portfolios are often subject to internal and regulatory requirements governing the categories and ratings of investment products they may acquire and hold. Many of the investment products we develop for, or other assets or investments we include in, insurance company portfolios will be rated and a ratings downgrade or any other negative action by a rating agency with respect to such products, assets or investments could make them less attractive and limit our ability to offer such products to, or invest or deploy capital on behalf of, insurers. The BMA considers us to be the “shareholder controller” (as defined in the Bermuda Insurance Act) of Aspida Re, a Bermuda Class E insurance company. Aspida Re is subject to regulation and supervision by the BMA, and compliance with all applicable Bermuda law and Bermuda insurance statutes and regulations, including but not limited to the Bermuda Insurance Act. Under the Bermuda Insurance Act, the BMA maintains supervision over the “controllers” of all registered insurers in Bermuda. For these purposes, a “controller” includes a shareholder controller (as defined in the Bermuda Insurance Act). The Bermuda Insurance Act imposes certain notice requirements upon any person that has become, or as a result of a disposition ceased to be, a shareholder controller, and failure to comply with such requirements is punishable by a fine or imprisonment or both. In addition, the BMA may file a notice of objection to any person or entity who has become a controller of any description where it appears that such person or entity is not, or is no longer, fit and proper to be a controller of the registered insurer, and such person or entity can be subject to fines or imprisonment or both. These laws may discourage potential acquisition proposals for us and could delay, deter or prevent an acquisition of controllers of Bermuda insurers. Employee misconduct and failure to comply with applicable laws, obligations and standards could harm us by impairing our ability to attract and retain investors and subjecting us to significant legal liability, regulatory scrutiny and reputational harm. We are subject to a number of laws, obligations and standards arising from our investment management business and our authority over the assets managed by our investment management business. Further, our employees are subject to various internal policies including a Compliance Manual, a Code of Ethics and our Employee Handbook. The violation of these laws, obligations, standards or policies by any of our employees could adversely affect investors in our funds and us. Our businesses often require that we deal with confidential matters of great significance to companies in which our funds may invest. If our current or former employees were to use or disclose confidential information improperly, we could suffer serious harm to our reputation, financial position and current and future business relationships. Additionally, we allow certain of our employees to work on a hybrid schedule or remotely, which has required us to develop and implement additional precautions in order to detect and prevent employee misconduct. Employee misconduct could also include, binding us to transactions that exceed authorized limits or present unacceptable risks and other unauthorized activities or concealing unsuccessful investments (which, in either case, may result in unknown and unmanaged risks or losses), concealing or failing to disclose conflicts of interest with our funds or portfolio companies or otherwise charging (or seeking to charge) inappropriate expenses or inappropriate or unlawful behavior or actions directed towards other employees, or misappropriation of confidential or proprietary information relating to us or our funds’ portfolio companies. Such misconduct could subject us to whistleblower claims, regulatory action and monetary or other penalties. Any claims of retaliation against whistleblowers would exacerbate the consequences of any wrongdoing. The growth of our employee base and increasing operational footprint in new jurisdictions as a result of our expanding global presence may heighten the risk of any of the foregoing, particularly in the context of employees who may not have a close familiarity with industries that are regulated in the same way as ours. It is not always possible to detect or deter employee misconduct, and the extensive precautions we take to detect and prevent this activity may not be effective in all cases. If one or more of our current or former employees were to engage in misconduct or were to be accused of such misconduct, our businesses and our reputation could be adversely affected and a loss of investor confidence could result, which would adversely impact our ability to raise future funds. Our current and former employees and those of our funds’ portfolio companies may also become subject to allegations of sexual harassment, racial and gender discrimination or other similar misconduct, which, regardless of the ultimate outcome, may result in adverse publicity that could harm our and such portfolio company’s brand and reputation. The pervasiveness of social media, coupled with increased public focus on the externalities of activities unrelated to the business, could further magnify the reputational risks associated with negative publicity. Regulatory changes in jurisdictions outside the U.S. could adversely affect our businesses. Certain of our subsidiaries operate outside the U.S. In Luxembourg, AM Lux is subject to regulation by the CSSF. In the U.K., the U.K. Regulated Entities are subject to regulation by the FCA. In some circumstances, the U.K. Regulated Entities and other Ares entities are or become subject to U.K. or EU laws, for instance in relation to marketing our funds to investors in the EEA. Despite Brexit, new and existing EU legislation is expected to continue to impact our business in the U.K. The following EU and U.K. measures are of particular relevance to our business. 56
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Table of Contents Securitisation Regulation The EU Securitisation Regulation (the “Securitisation Regulation”) includes requirements in relation to transparency and risk retention and restricts AIFMs from investing in securitizations which do not comply with its provisions (“non-compliant securitizations”). The Securitisation Regulation also imposes an obligation on AIFMs to divest any interest in a non-compliant securitization. It is currently unclear if the Regulation applies to non-EU AIFMs marketing one or more alternative investment funds in the EEA under a national private placement regime. This lack of clarity may hamper our ability to raise capital for some of our non-EEA funds from investors in the EEA or subject such fund raising to additional risks, including, if application of the Securitisation Regulation to non-EEA AIFMs is confirmed, that their funds that market in the EEA could be required to divest of interests in non-compliant securitizations at sub-optimal prices. The U.K. has since assimilated the EU Securitisation Regulation and subsequently published the Securitisation Regulations 2024 (the “U.K. Securitisation Regulation”), replacing the previous on-shored EU framework. The U.K. Securitisation Regulation became effective on November 1, 2024 (with transitional provisions applying to earlier securitizations). It deviates from the EU’s Securitisation Regulation in a number of ways, including with respect to due diligence, transparency and risk-retention rules. We continue to monitor and comply with the requirements of the U.K. Securitisation Regulation (and the accompanying rules issued by the Prudential Regulation Authority and FCA) across our securitization activities and funds. EMIR The EU Regulation on over-the-counter (“OTC”) derivative transactions, central counterparties and trade repositories (the “European Market Infrastructure Regulation” or “EMIR”) requires the mandatory clearing of certain OTC derivatives through central counterparties. EMIR creates additional risk mitigation requirements (including, in particular, margining requirements) in respect of certain OTC derivative transactions that are not cleared by a central counterparty and imposes reporting and record keeping requirements in respect of most derivative transactions. The requirements are similar to, but not the same as, those in Title VII of the Dodd-Frank Act. The latest amendments to EMIR (“EMIR 3.0”) came into effect on December 24, 2024. As well as introducing a new active account requirement, EMIR 3.0 amended existing requirements. A number of these changes will be effected through regulatory technical standards, including in relation to the revised clearing thresholds and associated calculation methodology, which are currently in draft form and expected to come into effect in early 2026. The U.K. has on-shored EMIR, with the effect that a similar but not identical set of rules apply in the U.K. (“U.K. EMIR”). Certain cross-border arrangements (e.g., where an Ares European fund enters into derivatives transactions with a U.K. counterparty, transacts on a U.K. trading venue or clears its derivatives transactions through a U.K. clearing house, and vice versa) may be impacted. Although EMIR and U.K. EMIR are substantively similar, there are some areas of regulatory divergence (including differences in the way in which derivatives are reported and a lack of equivalence declarations between the U.K. and the EU with respect to trade repositories) which have been exacerbated by EMIR 3.0, and there can be no guarantee that the U.K. will move in lockstep with the future changes proposed by the EU. The EU regulation on transparency of securities financing transactions (“SFTR”) requires the mandatory reporting of certain securities financing transactions (“SFTs”), disclosure obligations to counterparties regarding the re-use of collateral, and certain transparency and disclosure obligations for managers of UCITS and AIFs in respect of SFTs and total return swaps. The U.K. has on-shored SFTR, with the effect that a similar but not identical set of rules apply in the U.K. (“U.K. SFTR”). Certain cross-border arrangements (such as those where an Ares European fund enters into an SFT with a U.K. counterparty) may be impacted. Although SFTR and U.K. SFTR are substantively similar, there are some areas of regulatory divergence (including with respect to differing validation rules) and there can be no guarantee that the U.K. will move in lockstep with the future changes proposed by the EU. Our U.K., other European and Asian operations and our investment activities worldwide are subject to a variety of regulatory regimes that vary by country. In the EU, examples of further legislation may include proposals for further changes to or reviews of the extent and interpretation of pay regulation, including under the EU Regulation on the prudential requirements of investment firms (Regulation (EU) 2019/2033) and its accompanying Directive (Directive (EU) 2019/2034) or the U.K. version, the Investment Firms Prudential Regime (which may have an impact on the retention and recruitment of key personnel), proposals for enhanced regulation of loan origination (see “— Alternative Investment Fund Managers Directive”) and new reporting requirements in relation to securities financing transactions. In the U.K., additional rule changes have affected the approval of certain Ares professionals in the U.K. to work in the regulated financial services sector. Implementation of these new rules may increase our compliance burden and costs. In addition, we regularly rely on exemptions from various requirements of the regulations of certain foreign countries in conducting our asset management activities. 57
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Table of Contents Each of the regulatory bodies with jurisdiction over us has regulatory powers dealing with many aspects of financial services, including the authority to grant, and in specific circumstances to cancel, permissions to carry on particular activities. We are involved regularly in trading activities that implicate a broad number of foreign (as well as U.S.) securities law regimes, including laws governing trading on inside information and market manipulation and a broad number of technical trading requirements that implicate fundamental market regulation policies. Violation of these laws could result in severe restrictions or prohibitions on our activities and damage to our reputation, which in turn could have a material adverse effect on our businesses in a number of ways, making it harder for us to raise new funds and discouraging others from doing business with us. In addition, increasing global regulatory oversight of fundraising activities, including local registration requirements in various jurisdictions and the addition of new compliance regimes, could make it more difficult for us to raise new funds or could increase the cost of raising such funds. Alternative Investment Fund Managers Directive AIFMD applies to: (i) AIFMs established in the EEA that manage EEA or non-EEA AIFs; (ii) non-EEA AIFMs that manage EEA AIFs; and (iii) non-EEA AIFMs that market their AIFs to professional investors within the EEA. Non-EEA AIFMs do not currently benefit from marketing passport rights and may only market AIFs to investors in some EEA jurisdictions in accordance with national private placement regimes. The U.K. implemented AIFMD while it was still a member of the EU and “on-shored” it as part of U.K. law, such that similar requirements continue to apply in the U.K. notwithstanding Brexit. In the EU, an amending directive to AIFMD, commonly referred to as “AIFMD II” was published on March 26, 2024 and will become effective from April 16, 2026, subject to the grandfathering period for certain of the loan origination provisions and certain Annex IV disclosure requirements which will become effective a year later. It is not yet clear to what extent (if any) the U.K. will seek to reflect AIFMD II in its domestic rules implementing AIFMD. The amending directive contains a number of amendments to AIFMD, including more onerous delegation requirements which may require a review of AM Lux’s existing arrangements, enhanced substance requirements, additional liquidity management provisions for AIFMs to the extent that they manage open-ended AIFs, and revised regulatory reporting and investor disclosures requirements. The directive also proposed significant new requirements relating to the activities of funds managed by AM Lux which originate loans including new restrictions on the structure which such funds may take. AIFMD II may, depending on the jurisdiction of the AIF and the AIFM, result in new restrictions on the ability of certain of our affiliates other than AM Lux to register funds for marketing to investors in certain EEA states. AIFMD II imposes a range of requirements on AIFMs which may increase the cost of doing business for AM Lux and Ares’ non-EEA AIFMs (including AMUKL) to the extent they market funds in the EEA and potentially disadvantages our funds as investors in private companies located in EEA member states compared to non-AIF/AIFM competitors that may not be subject to such requirements. We will continue to assess the impact of AIFMD II to AM Lux, our non-EEA AIFMs and AIFs that are managed and/or marketed in the EEA. The precise extent to which the U.K. will seek to reflect AIFMD II in its domestic rules remains unclear, however it is expected to implement a streamlined regime tailored to U.K. market practice, rather than replicating AIFMD II. HM Treasury and the FCA are progressing a separate reform of the U.K’s alternative investment fund manager regime and in April 2025, each respectively published a consultation on a new U.K.-specific framework and a Call for Input. The proposed changes include (i) replacing the existing “full-scope” and “sub-threshold” AIFM categories with a more flexible tiering based on an AIFM’s size, investment base and investment activities; (ii) abolishing the “small registered AIF” category (except in respect of managers of social enterprise funds and registered venture capital funds) and requiring all AIFMs to become FCA-authorized; and (iii) implementing a streamlined regime for investment trust and REIT managers. The FCA intends to publish and consult on draft rules in the first half of 2026. We will continue to monitor the development of these consultations and the impact they may have on our U.K. business and operations. Economic Crime and Corporate Transparency Act 2023 The U.K. enacted the Economic Crime and Corporate Transparency Act 2023 (“ECCTA”) on October 26, 2023. As part of ECCTA, a new ‘failure to prevent fraud’ offence was created in the U.K. (the “FTPF Offence”). The FTPF Offence is modeled on similar existing offences for ‘failure to prevent bribery’ and ‘failure to prevent the facilitation of tax evasion.’ The FTPF Offence imposes criminal liability on bodies corporate and partnerships, wherever incorporated, meeting specified size thresholds (so-called ‘large organizations’) where an ‘associate’ (being an employee, agent, subsidiary 58
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Table of Contents undertaking or person who provides services for or on behalf of the large organization) commits a U.K. fraud offence, unless the large organization has in place reasonable fraud prevention policies and procedures (or it was not reasonable to have policies and procedures in place). Owing to the complexity of this definition, certain fund structures (and potentially portfolio companies) could be caught in scope too. The FTPF Offence came into effect on September 1, 2025. We have reviewed and adjusted our fraud prevention policies and procedures accordingly. Hong Kong Security Law On June 30, 2020, the National People’s Congress of China passed a national security law applicable to Hong Kong (the “National Security Law”), which criminalize certain offenses including secession, subversion of the Chinese government, terrorism, treason, sedition and collusion with foreign entities. On March 23, 2024, Hong Kong enacted the Safeguarding National Security Ordinance (the “Safeguarding National Security Ordinance”), which creates additional national security-related offenses. The National Security Law and the Safeguarding National Security Ordinance may apply to individuals and entities outside Hong Kong, including non-permanent residents, and their extraterritorial reach remains unclear. The application of these laws and related developments could limit the activities of or negatively affect the Company, our funds and/or our portfolio companies. These laws have been condemned by the U.S., the U.K. and several EU countries and have created additional tensions between the U.S. and China. Any future escalation of tensions, protests or other government measures, as well as other economic, social or political unrest, could adversely impact the security and stability of the region and may have a material adverse effect on countries in which the Company, our funds and portfolio companies or any of their respective personnel or assets are located. Regulations governing the operation of our business development companies affect their ability to raise, and the way in which they raise, additional capital. Our funds organized as BDCs operate as highly regulated businesses within the provisions of the Investment Company Act. Many of the regulations governing BDCs restrict, among other things, leverage incurrence, co-investments and other transactions with other entities within the Ares Operating Group. Certain of our funds may be restricted from engaging in transactions with our BDCs and their respective subsidiaries. As funds that have elected to be regulated by the Investment Company Act, our BDCs may issue debt securities or preferred stock and borrow money from banks or other financial institutions, which we refer to collectively as “senior securities,” up to the maximum amount permitted by the Investment Company Act. Under the provisions of the Investment Company Act, our BDCs are currently permitted to incur indebtedness or issue senior securities only in amounts such that their respective asset coverage ratio, as calculated pursuant to the Investment Company Act, equals at least 150% after each such issuance. Our BDCs are also generally prohibited from issuing and selling their respective common stock at a price below net asset value per share without first obtaining approval from their respective stockholders and independent directors. BDCs may issue and sell common stock at a price below net asset value per share only in limited circumstances, one of which is after obtaining stockholder approval for such issuance in accordance with the Investment Company Act. ARCC’s stockholders have, in the past, approved such issuances so that during the subsequent 12-month period, ARCC may, in one or more public or private offerings of its common stock, sell or otherwise issue shares of its common stock at a price below the then-current net asset value per share, subject to certain conditions including parameters on the amount of shares sold, approval of the sale by the directors and a requirement that the sale price be not less than approximately the market price of the shares of its common stock at specified times, less the expenses of the sale. ARCC may ask its stockholders for additional approvals from year to year. There can be no assurance that such approvals will be obtained. The extent to which ARCC is negatively affected by these regulations may affect our overall profitability. The publicly-traded and perpetual wealth investment vehicles that we manage are subject to regulatory complexities that limit the way in which they do business and may subject them to a higher level of regulatory scrutiny. The publicly-traded and perpetual wealth investment vehicles that we manage operate under a complex regulatory environment. Such companies require the application of complex tax and securities regulations and may entail a higher level of regulatory scrutiny. In addition, regulations affecting our publicly-traded and perpetual wealth investment vehicles generally affect their ability to take certain actions. Certain of our vehicles have elected to be treated as a RIC or a REIT for U.S. federal income tax purposes. To maintain their status as a RIC or a REIT, such vehicles must meet, among other things, certain source of income, asset diversification and annual distribution requirements. Funds that have elected to be treated as RICs are required to generally distribute to their respective stockholders at least 90% of their respective investment company taxable income to maintain their RIC status. Funds that have qualified as REITs must distribute at least 90% of their taxable income to their stockholders and meet, on a continuing basis, certain other complex requirements under the Code. Certain of our perpetual wealth vehicles are subject to complex rules under the Investment Company Act, including rules that restrict certain of our funds from engaging in transactions with these perpetual wealth vehicles. In addition, subject to certain exceptions, our BDCs 59
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Table of Contents are generally prohibited from issuing and selling their common stock at a price below net asset value per share and from incurring indebtedness (including for this purpose, preferred stock), if the BDCs’ respective asset coverage ratio, as calculated pursuant to the Investment Company Act, equals less than 150% after giving effect to such incurrence. The extent to which the publicly-traded and perpetual wealth investment vehicles that we manage are negatively affected by these regulations may affect our overall profitability. Failure to comply with “pay to play” regulations implemented by the SEC and certain states, and changes to the “pay to play” regulatory regimes, could adversely affect our businesses. In recent years, the SEC and several states have initiated investigations alleging that certain private equity firms and hedge funds or agents acting on their behalf have paid money to current or former government officials or their associates in exchange for improperly soliciting contracts with state pension funds. Under SEC rules addressing “pay to play” practices, investment advisers are prohibited from providing advisory services for compensation to a government entity for two years, subject to very limited exceptions, after the investment adviser, its senior executives or its personnel involved in soliciting investments from government entities make contributions to certain candidates and officials in a position to influence the hiring of an investment adviser by such government entity. Advisers are required to implement compliance policies designed, among other matters, to track contributions by certain of the adviser’s employees and engagements of third parties that solicit government entities and to keep certain records to enable the SEC to determine compliance with the rule. In addition, there have been similar rules on a state level regarding “pay to play” practices by investment advisers. FINRA also has its own set of “pay to play” regulations that are similar to the SEC’s regulations. As we have a significant number of public pension plans that are investors in our funds, these rules could impose significant economic sanctions on our businesses if we or one of the other persons covered by the rules make any such contribution or payment, whether or not material or with an intent to secure an investment from a public pension plan. We may also acquire other investment managers or hire additional personnel who are not subject to the same restrictions as us, but whose activity, and the activity of their principals, prior to our ownership or employment of such person could affect our fundraising. In addition, such investigations may require the attention of senior management and may result in fines if any of our funds are deemed to have violated any regulations, thereby imposing additional expenses on us. Any failure on our part to comply with these rules could cause us to lose compensation for our advisory services or expose us to significant penalties and reputational damage. Increased regulatory scrutiny and uncertainty with respect to expense allocation may expose us to additional risk. While we historically have and will continue to allocate the expenses of our funds in good faith and in accordance with the terms of the relevant fund agreements and our expense allocation policy in effect from time to time, due to increased regulatory scrutiny of expense allocation policies in the private funds realm, our policies and practices may be challenged by our supervising regulatory bodies. If we or our supervising regulators were to determine that we have improperly allocated such expenses, we could be required to refund amounts to the funds and could be subject to regulatory action, litigation from our fund investors and/or reputational harm, each of which could have a material adverse effect on our business and financial condition. Increasing scrutiny from stakeholders and regulators with respect to sustainability—or ESG—matters could impact our or our funds’ portfolio companies’ reputation, the cost of our or their operations, or result in investors ceasing to allocate their capital to us, all of which could adversely affect our business and results of operations. We, our funds and their portfolio companies face increasing public scrutiny related to ESG activities. A variety of organizations measure the performance of companies on ESG topics, and the results of these assessments are widely publicized. Certain institutional investors may consider such ESG ratings and measures in making their investment decisions. If our ESG ratings or practices do not meet the standards set by such investors or our stockholders, or if we fail, or are perceived to fail, to demonstrate progress toward our ESG objectives and initiatives, they may choose not to invest in our funds or exclude our common stock from their investments. Relatedly, we, our funds and their portfolio companies risk damage to our brands and reputations, if we or they do not or are perceived to not act responsibly in a number of areas, including, but not limited to human rights, climate change and environmental stewardship, support for local communities, corporate governance and transparency, or consideration of ESG factors in our investment processes. Adverse incidents with respect to ESG activities could impact the value of our brand, the brand of our funds or their portfolio companies, or the cost of our or their operations and relationships with investors, all of which could adversely affect our business and results of operations. Moreover, in recent years “anti-ESG” sentiment has gained momentum across the U.S., with several states, the executive branch and federal agencies, and Congress having proposed, enacted, or indicated an intent to pursue “anti-ESG” policies, legislation, or initiatives, issued related legal opinions and pursued related investigations and litigation. If investors subject to anti-ESG legislation viewed our funds or responsible investing or ESG practices, including our climate-related goals 60
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Table of Contents and commitments, as being in contradiction of such “anti-ESG” policies, legislation or legal opinions, such investors may not invest in our funds, our ability to maintain the size of our funds could be impaired, and it could negatively affect results of our operations, cash flow or the price of our common stock. Additionally, asset managers have been subject to recent scrutiny related to ESG-focused industry working groups, initiatives and associations, including organizations advancing action to address sustainability and responsible investment matters, climate change or climate-related risk. Our ESG initiatives, objectives, intentions and expectations are subject to change, and no assurance or guarantee can be given that such objectives, intentions or expectations (some of which are aspirational in nature) will be met. Statistics and metrics that we report relating to ESG matters are estimates and may be based on assumptions or developing standards (including our internal standards and policies). There can be no assurance that our ESG policies and procedures, including policies and procedures related to responsible investment or the application of ESG-related criteria or reviews to the investment process, including certain metrics or frameworks, will continue. Such policies and procedures may change, even materially, or may not be applied to certain investments. In addition, the act of selecting and evaluating material ESG factors is subjective by nature, and there is no guarantee that the criteria utilized, or judgment exercised by Ares, will reflect the beliefs or values, internal policies or preferred practices of investors or other managers, or align with market trends. Further, Ares may determine at any point that it is not feasible or practical to implement or complete certain of its ESG initiatives, policies and procedures based on cost, timing or other considerations. Further, some groups and federal and state officials have asserted that the Supreme Court’s decision striking down race-based affirmative action in higher education in June 2023 should be analogized to private employment matters and private contract matters. Several media campaigns and cases alleging discrimination based on such arguments have been initiated since the decision, and in January 2025, the Presidential Administration signed a number of Executive Orders focused on diversity, equity and inclusion (“DEI”), which caution the private sector to end “illegal DEI discrimination and preferences” and preview upcoming compliance investigations of private entities, including publicly traded companies, and changes to federal contracting regulations. Agencies across the federal government, including the Department of Justice, the Federal Communications Commission, and the Equal Employment Opportunity Commission, have been focusing on DEI-related investigations and enforcement. It is uncertain how the interpretation, application and enforcement of laws (including U.S. state and federal nondiscrimination laws), policies and public sentiment related to DEI will evolve, and it may become increasingly challenging to establish global DEI-related policies and programs that meet the varied laws, policies and norms of different jurisdictions. If investors view our funds, policies or procedures as being in contradiction of such executive orders, policies, legislation or legal opinions, such investors may not invest in our funds. Further developments may also make it more difficult for our funds or vehicles to operate across jurisdictions. New and evolving and sometimes conflicting sustainability/ESG regulations and disclosure expectations could increase our compliance costs and expose us to enforcement, litigation or fundraising constraints. Certain regulations related to ESG that are applicable to us, our funds and their portfolio companies could adversely affect our business. The European Commission’s “action plan on financing sustainable growth” (“Action Plan”) is designed to, among other things, define and reorient investment toward more sustainable economic activities. The Action Plan contemplates, among other things: establishing EU labels for green financial products; clarifying asset managers’ and institutional investors’ duties regarding ESG in their investment decision-making processes; increasing disclosure requirements in the financial services sector around ESG and increasing the transparency of companies on their ESG policies and related processes and management systems; and introducing a ‘green supporting factor’ in the EU prudential rules for banks and insurance companies to incorporate climate risks into banks’ and insurance companies’ risk management policies. The Taxonomy Regulation is a classification system that establishes a list of environmentally sustainable economic activities and sets out four overarching conditions that an economic activity has to meet in order to qualify as environmentally sustainable. The Taxonomy Regulation, amongst other things, introduces mandatory disclosure and reporting requirements and supplements the framework set out in the Sustainable Finance Disclosure Regulation (“SFDR”), which requires certain disclosures at both firm and fund level. For Ares, this primarily impacts our AIFMs and the funds they manage by requiring certain firm-level website disclosures regarding how sustainability risks are integrated into our investment process, consideration of adverse impacts of investment decisions on sustainability factors and transparency of remuneration practices and inclusion of certain fund-level information in pre-contractual and periodic disclosures. There is a risk that a significant reorientation in the market following the implementation of these regulations and further measures could be adverse to our funds’ portfolio companies if they are perceived to be less valuable as a consequence of, among other things, their carbon footprint or allegations or evidence of “greenwashing” (i.e., the holding out of a product as having green or sustainable characteristics where this is not, in fact, the case). There is also a risk that market expectations in relation to SFDR categorization of financial products could adversely affect our ability to raise capital, especially from EEA investors. In November 2025, the European Commission published a 61
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Table of Contents draft legislative proposal to revise SFDR to introduce, among others, new categories for sustainability-related financial products with related criteria that require to be met for each category. Ares cannot guarantee that its current approach will meet future regulatory requirements, reporting frameworks or best practices, increasing the risk of related enforcement. Compliance with new requirements may lead to increased management burdens and costs. Guidance from EU policymakers and supervisors moves the goalposts frequently. It is not possible at this stage to fully assess how our business will be affected by EU sustainable finance and corporate sustainability reporting initiatives. Such regulations and regulatory initiatives may require changes to either the names of certain Ares funds, their approach to ESG and related regulatory disclosures or changes to their portfolio composition. We, our funds and their portfolio companies are subject to the risk that similar measures might be introduced in other jurisdictions in which we or they currently have investments or plan to invest in the future. Additionally, compliance with any new laws or regulations (including recent heightened SEC scrutiny regarding adviser compliance with advisers’ own internal policies) increases our regulatory burden and could make compliance more difficult and expensive, affect the manner in which we, our funds or their portfolio companies conduct our businesses and adversely affect our profitability. Moreover, on January 5, 2023, the Corporate Sustainability Reporting Directive (“CSRD”) came into effect. Broadly, CSRD amends and strengthens the rules introduced on sustainability reporting for companies, banks and insurance companies under the Non-Financial Reporting Directive (2014/95/EU) (“NFRD”). CSRD requires companies to produce detailed and prescriptive reports on sustainability-related matters within their financial statements. CSRD is a novel regime and applicable scoping thresholds, the date of application and the substance of reporting requirements have been subject to a regulatory amendment process and are expected to be subject to further processes to refine the relevant requirements, including subsequent rule making and regulatory clarifications. There can be no assurance that developments with respect to CSRD will not adversely affect Ares or assets held by Ares managed funds that are held in certain countries or the returns from these assets. One or more of our businesses may fall within scope of CSRD and this may lead to increased management burdens and costs. In the U.K., the FCA has introduced a regulatory framework focused on implementing the recommendations of the Financial Stability Board’s TCFD and, in particular, by introducing mandatory TCFD-aligned disclosure requirements for certain FCA authorized firms. Pursuant to these rules, AML and AMUKL have to disclose certain climate-related financial information in line with the four overarching pillars of the TCFD recommendations (Governance, Strategy, Risk Management, Metrics & Targets) annually on a mandatory basis, and have done so since 2024. The U.K. Sustainability Labelling and Disclosure of Sustainability-Related Financial Information Instrument 2023 (“SDR”) introduces, among others, an ‘anti-greenwashing’ rule which applies to all U.K.-authorized firms in their communications with clients in the U.K. in relation to a product or service or when communicating or approving a financial promotion to a person in the U.K., which includes applicable Ares entities. Compliance with the anti-greenwashing rule may result in management burdens and additional regulatory costs. In Asia, regulators in Singapore, Japan and Hong Kong have released guidelines for asset managers to integrate climate risk considerations in investment and risk management processes, together with enhanced disclosure and reporting and have also issued enhanced rules for certain ESG funds on general ESG risk management and disclosure. Australia’s securities regulator confirmed that “greenwashing” has been an enforcement priority in recent years and issued information on its surveillance activities in respect of “greenwashing” in 2024. In 2025, Australia’s climate-related financial disclosure regime under the Corporations Act 2001 (Cth) came into effect, with reporting requirements applying to the largest entities first and being phased in over time to capture a broader group of entities. In response to these regulations, we may be required to provide additional disclosure to investors in our funds with respect to ESG matters, which may expose us to increased disclosure risks, for example due to a lack of available or credible data, and the potential for conflicting disclosures may also expose us to an increased risk of misstatement litigation or miss-selling allegations. Compliance with any new laws or regulations increases our regulatory burden and could result in increased legal, accounting and financial compliance costs, make some activities more difficult, time-consuming and costly, place strain on our personnel, systems and resources, affect the manner in which we or our funds’ portfolio companies conduct our businesses and adversely affect our profitability because of the need to collect certain information to meet the disclosure requirements. In addition, where there are uncertainties regarding the operation of the framework, the lack of official guidance, conflicting or inconsistent regulatory guidance, a lack of established market practice and/or data gaps, funds and/or fund managers may be required to engage third party advisers and/or service providers to fulfill the requirements, thereby exacerbating any increase in compliance burden and costs. 62
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Table of Contents Economic sanction laws in the U.S. and other jurisdictions may prohibit us and our affiliates from transacting with certain countries, individuals and companies, which could negatively impact our business, financial condition and operating results. Economic sanction laws in the U.S. and other jurisdictions may restrict or prohibit us or our affiliates from transacting with certain countries, territories, individuals and entities. In the U.S., the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) administers and enforces laws, executive orders and regulations establishing U.S. economic and trade sanctions, which restrict or prohibit, among other things, direct and indirect transactions with, and the provision of services to, certain foreign countries, territories, individuals and entities. These types of sanctions may significantly restrict or completely prohibit lending activities in certain jurisdictions, and if we were to violate any such laws or regulations, we may face significant legal and monetary penalties, as well as reputational damage. OFAC sanctions programs change frequently, which may make it more difficult for us or our affiliates to ensure compliance. Moreover, OFAC enforcement is increasing, which may increase the risk that an issuer or we become subject of such actual or threatened enforcement. For instance, the Iran Threat Reduction and Syria Human Rights Act of 2012 (the “ITRA”) expanded the scope of U.S. sanctions against Iran. Additionally, Section 219 of the ITRA amended the Exchange Act to require companies subject to SEC reporting obligations under Section 13 of the Exchange Act to disclose in their periodic reports specified dealings or transactions involving Iran or other individuals and entities targeted by certain OFAC sanctions engaged in by the reporting company or any of its affiliates during the period covered by the relevant periodic report. In some cases, the ITRA requires companies to disclose these types of transactions even if they were permissible under U.S. law. Companies that currently may be or may have been at the time considered our affiliates have from time to time publicly filed and/or provided to us the disclosures reproduced in our Quarterly Reports. We do not independently verify or participate in the preparation of these disclosures. Disclosure of such activity, even if such activity is not subject to sanctions under applicable law, and any sanctions actually imposed on us or our affiliates as a result of these activities, could harm our reputation and have a negative impact on our business, financial condition and results of operations, and any failure to disclose any such activities as required could additionally result in fines or penalties. In addition, any sanctions imposed by the U.S. and other countries in connection with hostilities between Russia and Ukraine and between Israel and Hamas may impact us, our funds and their portfolio companies. The U.K.’s divergence from the EU (“Brexit”) could adversely affect our business and our operations. Following the U.K.’s divergence from the EU on January 31, 2020 and a transitional period, EEA “passporting rights” which previously facilitated certain EEA investor-facing activities by AML and AMUKL, are no longer available. AM Lux and its EU branches were established to enable Ares to continue certain regulated activities in the EU post Brexit, such as the management and marketing of funds (including funds managed by affiliates of AM Lux) to European investors. The TCA remains the principal framework governing relations between the U.K. and the EU but it does not substantively address financial services, including reciprocal market access into the EU by U.K. firms, under equivalence arrangements or otherwise. Progress on a comprehensive regulatory cooperation agreement has been limited, and U.K.-based financial firms face ongoing uncertainty over access to EU markets, pending any further developments in the equivalence regime or bilateral arrangements. The U.K. continues to review its financial services and markets regime, introducing measures via initiatives such as the Edinburgh Reforms to diverge from aspects of the EU regime. To the extent such measures result in a material divergence between the U.K. and EU regulatory regime continues, compliance with two diverging regulatory regimes may increase the operational burden and cost to our operations in these jurisdictions. These complex issues and other by-products of Brexit may increase the costs of having operations, conducting business and making investments in the U.K. and Europe. As a result, the performance of our funds which are focused on investing in the U.K. and to a lesser extent across Europe, such as certain funds in our Credit and Real Assets Groups may be disproportionately affected compared to those funds that invest more broadly across global geographies or are focused on different regions. In addition, Brexit could potentially disrupt the tax jurisdictions in which we operate and affect the tax benefits or liabilities in these or other jurisdictions in a manner that is adverse to us and/or our funds. Failure to comply with regulations related to financial crimes, fraud and other deceptive practices or other misconduct at our funds’ portfolio companies, properties or projects could subject us to liability and reputational damage and also harm our businesses. In recent years, the U.S. Department of Justice and the SEC have devoted greater resources to enforcement of the FCPA. In the U.K., the Bribery Act of 2010 (the “U.K. Bribery Act”) prohibits companies that conduct business in the U.K. and their employees and representatives from giving, offering or promising bribes to any person, including non-U.K. government officials, as well as requesting, agreeing to receive or accepting bribes from any person. Under the U.K. Bribery Act, companies 63
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Table of Contents may be held liable for failing to prevent their employees and associated persons from violating the Act. On September 1, 2025, the U.K. also introduced, under the ECCTA, a new failure to prevent fraud offence which will hold certain large companies criminally liable for fraud committed by the employees or associated persons. While we have developed and implemented policies and procedures designed to ensure strict compliance by us and our personnel with the FCPA, the U.K. Bribery Act and ECCTA, these policies and procedures may not be effective in all instances to prevent violations. Any determination that we have violated the FCPA, the U.K. Bribery Act and ECCTA or other applicable anti-corruption and fraud laws could subject us to, among other things, civil and criminal penalties, material fines, profit disgorgement, injunctions on future conduct, securities litigation and a general loss of investor confidence, any one of which could adversely affect our business prospects, financial position or the market value of shares of our Class A common stock. In addition, we could be adversely affected as a result of actual or alleged misconduct by personnel of portfolio companies, properties or projects in which our funds invest, if there are failures to comply with regulations or other legal and regulatory requirements that could expose us to litigation or regulatory action and otherwise adversely affect our businesses and reputation. Such misconduct could negatively affect the valuation of a fund’s investments and consequently affect our funds’ performance and negatively impact our businesses. In addition, we may face an increased risk of such misconduct to the extent our investment in foreign markets, particularly emerging markets, increase. Such markets may not have established laws and regulations that are as stringent as in more developed nations, or existing laws and regulations may not be consistently enforced. Due diligence on investment opportunities in these jurisdictions is frequently more complicated because consistent and uniform commercial practices in such locations may not have developed. Misconduct may be especially difficult to detect in such locations, and compliance with applicable laws may be difficult to maintain and monitor. Adverse regulatory and legal developments relating to SPACs and their sponsors could adversely affect our business and reputation and result in significant losses and expenses. We have sponsored SPACs and may in the future sponsor or otherwise utilize SPACs or other blank check companies in connection with the operation of our business. Regulatory and legal scrutiny of SPACs and other blank check companies increased significantly in recent years, including rules that impose additional disclosure requirements in business combination transactions involving SPACs and private operating companies; amend the financial statement requirements applicable to business combination transactions involving such companies; update and expand guidance regarding the general use of projections in SEC filings, including requiring disclosure of all material bases of the projections and all material assumptions underlying the projections; increase the potential liability of certain participants in proposed business combination transactions; and expand guidance regarding the extent to which SPACs could become subject to regulation under the Investment Company Act. The SEC has also brought enforcement actions against a SPAC and its sponsor for misleading claims in advance of a proposed business combination. In addition, litigation challenging completed and pending acquisitions by SPACs has increased, and in such litigation, it is possible that sponsors and/or their director designees may be held liable either for breaches of fiduciary duties owed to the SPAC’s public stockholders or for certain actions or omissions by the SPAC, including the failure by the SPAC to comply with applicable securities laws. Litigation has also arisen asserting that SPACs are violating federal securities laws by operating as unregistered investment companies. Any liabilities arising from these developments could adversely impact our business as well as harm our professional reputation. Moreover, we may lose all or a portion of our investment in any SPAC that we sponsor or become affiliated with if a business combination is not completed as contemplated or if the business combination is unsuccessful, which may also result in significant regulatory scrutiny, litigation costs and other expenses. Risks Related to Our Funds The historical returns attributable to our funds should not be considered as indicative of the future results of our funds or of our future results or of any returns expected on an investment in shares of our Class A common stock. We have presented returns relating to the historical performance of the funds we manage and certain targets of our future performance, including by reference to the internal rate of return (“IRR”) of certain funds’ performance using a gross IRR and a net IRR calculation and the MoIC (as defined below) of certain funds’ performance using a gross MoIC, generally calculated at the fund-level and based on the interests of all partners, and a net MoIC calculation. The historical performance of our funds is relevant to us primarily insofar as it is indicative of carried interest and incentive fees we have earned in the past and may earn in the future and our reputation and ability to raise new funds and therefore earn management fees on such new funds. The historical and potential returns of the funds we advise are not, however, directly linked to returns on shares of our Class A common stock. Therefore, holders of our Class A common stock should not conclude that positive performance of the funds we advise will necessarily result in positive returns on an investment in shares of our Class A common stock. An investment in shares of our Class A common stock is not an investment in any of our funds. Also, there is no assurance that projections in respect of our funds or unrealized valuations will be realized. 64
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Table of Contents Moreover, the historical returns of our funds should not be considered indicative of the future returns of these or from any future funds we may raise. Performance metrics, such as IRR and MoIC, going forward for any current or future fund may vary considerably from the historical performance generated by any particular fund, or for our funds as a whole. Future returns will also be affected by the risks described elsewhere in this Annual Report on Form 10-K, including risks of the industries and businesses in which a particular fund invests. Valuation methodologies for certain assets can be subject to significant subjectivity, and our value of an asset may differ materially from the value ultimately realized. Many of our funds’ investments are illiquid and thus have no readily ascertainable market prices. We value these investments based on our estimate, or an independent third-party’s estimate, of their fair value as of the date of determination, which often involves significant subjectivity. There is no single standard for determining fair value in good faith and in many cases fair value is best expressed as a range of fair values from which a single estimate may be derived. We estimate the fair value of our investments based on third-party models, or models developed by us, which include discounted cash flow analyses and other techniques and may be based, at least in part, on independently sourced market parameters. The material estimates and assumptions used in these models include the timing and expected amount of cash flows, the appropriateness of discount rates used, and, in some cases, the ability to execute, the timing of and the estimated proceeds from expected financings, some or all of which factors may be ascribed more or less weight in light of the particular circumstances. The actual results related to any particular investment often vary materially as a result of the inaccuracy of these estimates and assumptions. In addition, because many of the illiquid investments held by our funds are in industries or sectors which are unstable, in distress or undergoing some uncertainty, such investments are subject to rapid changes in value caused by sudden company-specific or industry-wide developments. We include the fair value of illiquid assets in the calculations of net asset values, returns of our funds and our assets under management. Furthermore, we recognize carried interest and incentive fees from affiliates based in part on these estimated fair values. Because these valuations are inherently uncertain, they may fluctuate greatly from period to period. Also, they may vary greatly from the prices that would be obtained if the assets were to be liquidated on the date of the valuation and often do vary greatly from the prices we eventually realize; as a result, there can be no assurance that such unrealized valuations will be fully or timely realized. In addition, the values of our investments in publicly-traded assets are subject to significant volatility, including due to a number of factors beyond our control. These include actual or anticipated fluctuations in the quarterly and annual results of these companies or other companies in their industries, market perceptions concerning the availability of additional securities for sale, general economic, social or political developments, changes in industry conditions or government regulations, changes in management or capital structure and significant acquisitions and dispositions. Because the market prices of these securities can be volatile, the valuations of these assets change from period to period, and the valuation for any particular period may not be realized at the time of disposition. In addition, market values may be based on indicative rather than actual trading prices, and may therefore lack precision. Further, because our funds often hold large positions in their portfolio companies, the disposition of these securities often is delayed for, or takes place over, long periods of time, which can further expose us to volatility risk. Even if we hold a quantity of public securities that may be difficult to sell in a single transaction, we do not discount the market price of the security for purposes of our valuations. Although we frequently engage independent third parties to perform the foregoing valuations, the valuation process remains inherently subjective for the reasons described above. If we realize value on an investment that is significantly lower than the value at which it was reflected in a fund’s net asset values, we would suffer losses in the applicable fund. This could in turn lead to a decline in asset management fees and a loss equal to the portion of the carried interest and incentive fees from affiliates reported in prior periods that was not realized upon disposition. These effects could become applicable to a large number of our investments if our estimates and assumptions used in estimating their fair values differ from future valuations due to market developments. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations —Segment Analysis” for information related to fund activity that is no longer consolidated. If asset values turn out to be materially different than values reflected in fund net asset values, fund investors could lose confidence which could, in turn, result in difficulties in raising additional investments. The valuation process for the portfolio holdings of our registered funds and BDCs that we manage may create a conflict of interest. Rule 2a-5 under the Investment Company Act establishes requirements for good faith determinations of fair value, and addresses both the board’s and the “valuation designee’s” roles and responsibilities relating to determinations of the fair value of securities without readily available market quotations. Each of the boards of the investment companies registered under the 65
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Table of Contents Investment Company Act (collectively, the “registered funds”) and the BDCs that we manage have designated their respective investment advisers to serve as valuation designee. These investment advisers are subsidiaries of the Company. A substantial majority of our registered funds’ and BDCs’ portfolio holdings are comprised of investments that are not publicly-traded and do not otherwise have readily available market quotations. As a result, as required by the Investment Company Act and pursuant to Rule 2a-5 under the Investment Company Act, each of our registered funds’ and BDCs’ valuation designees will determine the fair value of these securities in good faith, subject to the oversight of the respective funds’ boards. The participation of employees of the Company’s subsidiaries in our registered funds and BDCs’ valuation processes could result in a conflict of interest since certain of our funds pay base management fees that may fluctuate with changes in the value of our registered funds’ and BDCs’ portfolio holdings. Market values of debt instruments and publicly-traded securities that our funds hold as investments may be volatile. The market prices of debt instruments and publicly-traded securities held by some of our funds may be volatile and are likely to fluctuate due to a number of factors beyond our control, including actual or anticipated changes in the profitability of the issuers of such securities, general economic, social or political developments, changes in industry conditions, changes in government regulation, shortfalls in operating results from levels forecast by securities analysts, inflation and rapid fluctuations in inflation rates and the general state of the securities markets as described above under “—Risks Related to Our Businesses—Difficult market and political conditions may adversely affect our businesses in many ways, including by reducing the value or hampering the performance of the investments made by our funds or reducing the ability of our funds to raise or deploy capital, each of which could materially reduce our revenue, earnings and cash flow and adversely affect our financial prospects and condition,” and other material events, such as significant management changes, financings, re- financings, securities issuances, acquisitions and dispositions. The value of publicly-traded securities in which our funds invest may be particularly volatile as a result of these factors. In addition, debt instruments that are held by our funds to maturity or for long terms must be “marked-to-market” periodically, and their values are therefore vulnerable to interest rate fluctuations and the changes in the general state of the credit environment, notwithstanding their underlying performance. Changes in the values of these investments may adversely affect our investment performance and our results of operations. Our funds may be unable to deploy capital at a steady and consistent pace, which could have an adverse effect on our results of operations and future fundraising. The pace and consistency of our funds’ capital deployment has been, and may in the future continue to be, affected by a range of factors, including market conditions, regulatory developments and increased competition, which are beyond our control. In particular, the private equity and certain real estate markets have from time to time experienced challenges with downward pressure on valuations and muted opportunities for investment and realizations. These market dynamics may impact the pace and consistency of our funds’ capital deployment. During the same period, our AUM not yet paying fees may increase due to ongoing fundraising. While this AUM not yet paying fees represents significant future fee-earning potential, our inability to deploy this capital on the timeframe we expect, or at all, and on terms that we believe are attractive, would reduce or delay the management fees, carried interest and incentive fees that we would otherwise expect to earn on this capital. Any such reduction or delay would impair our ability to offset investments in additional resources that we often make to manage new capital, including hiring additional professionals. Moreover, we could be delayed in raising successor funds. The impact of any such reduction or delay would be particularly adverse with respect to funds where management fees are paid on invested capital. Any of the foregoing could have a material adverse effect on our results of operations and growth. Dependence on significant leverage by our funds subjects us to volatility and contractions in the debt financing markets could adversely affect our ability to achieve attractive rates of return on those investments. Some of our funds and their investments rely on the use of leverage, and our ability to achieve attractive rates of return on investments will depend on our ability to access sufficient sources of indebtedness at attractive rates. If our funds or the companies in which our funds invest raise capital in the structured credit, leveraged loan, high yield bond or investment grade bond markets, the results of their operations may suffer if such markets experience dislocations, contractions or volatility. Any such events could adversely impact the availability of credit to businesses generally and could lead to an overall weakening of the U.S. and global economies. Significant ongoing volatility or a protracted economic downturn could adversely affect the financial resources of our funds and their investments (in particular those investments that depend on credit from third parties or that otherwise participate in the credit markets) and their ability to make principal and interest payments on outstanding debt, or refinance outstanding debt when due. Moreover, these events could affect the terms of available debt financing with, for example, higher rates, higher equity requirements and/or more restrictive covenants, particularly in the area of acquisition financings for leveraged buyout and real estate assets transactions. 66
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Table of Contents The absence of available sources of sufficient debt financing for extended periods of time or an increase in either the general levels of interest rates or in the risk spread demanded by sources of indebtedness would make it more expensive to finance those investments. Future increases in interest rates could also make it more difficult to locate and consummate investments because other potential buyers, including operating companies acting as strategic buyers, may be able to bid for an asset at a higher price due to a lower overall cost of capital or their ability to benefit from a higher amount of cost savings following the acquisition of the asset. In addition, a portion of the indebtedness used to finance investments often includes high yield debt securities issued in the capital markets. Availability of capital from the high yield debt markets is subject to significant volatility, and there may be times when our funds are unable to access those markets at attractive rates, or at all, when completing an investment. Certain investments may also be financed through borrowings on fund-level debt facilities, which may or may not be available for a refinancing at the end of their respective terms. In the event that our funds are unable to obtain committed debt financing for potential acquisitions or can only obtain debt at an increased interest rate or on unfavorable terms, our funds may have difficulty completing otherwise profitable acquisitions or may generate profits that are lower than would otherwise be the case, either of which could reduce the performance and investment income earned by us. Similarly, our funds’ portfolio companies regularly utilize the corporate debt markets to obtain financing for their operations. If the credit markets render such financing difficult to obtain or more expensive, this may negatively impact the operating performance of those portfolio companies and, therefore, the investment returns of our funds. In addition, if the markets make it difficult or impossible to refinance debt that is maturing in the near term, some of our funds’ portfolio companies may be unable to repay such debt at maturity and may be forced to sell assets, undergo a recapitalization or seek bankruptcy protection. Any of the foregoing circumstances could have a material adverse effect on our financial condition, results of operations and cash flow. When our funds’ existing portfolio investments reach the point when debt incurred to finance those investments matures in significant amounts and must be either repaid or refinanced, those investments may materially suffer if they have not generated sufficient cash flow to repay maturing debt and there is insufficient capacity and availability in the financing markets to permit them to refinance maturing debt on satisfactory terms, or at all. A persistence of the limited availability of financing for such purposes for an extended period of time when significant amounts of the debt incurred to finance our funds’ existing portfolio investments becomes due could have a material adverse effect on these funds. For example, CLOs are subject to credit, liquidity, interest rate and other risks and we have significant exposure to these markets through our investments in our CLO funds. CLOs invest on a leveraged basis in loans or securities that are themselves highly leveraged investments in the underlying collateral, which increases both the opportunity for higher returns as well as the magnitude of losses compared to unlevered investments. As a result of such funds’ leveraged position, CLOs and their investors are at greater risk of suffering losses. CLOs have failed in the past and may in the future fail one or more of their “overcollateralization” tests.The failure of one or more of these tests will result in reduced cash flows giving rise to these types of consequences will not once again occur, subsist or become more acute in the future. Our funds may choose to use leverage as part of their respective investment programs and certain funds, particularly in our Credit Group, regularly borrow a substantial amount of their capital. The use of leverage poses a significant degree of risk and enhances the possibility of a significant loss in the value of the investment portfolio. A fund may borrow money from time to time to purchase or carry securities or may enter into derivative transactions with counterparties that have embedded leverage. The interest expense and other costs incurred in connection with such borrowing may not be recovered by appreciation in the securities purchased or carried and will be lost, and the timing and magnitude of such losses may be accelerated or exacerbated, in the event of a decline in the market value of such securities. Gains realized with borrowed funds may cause the fund’s net asset value to increase at a faster rate than would be the case without borrowings. However, if investment results fail to cover the cost of borrowings, the fund’s net asset value could also decrease faster than if there had been no borrowings. In addition, as BDCs that have elected to be regulated by the Investment Company Act, each of ARCC, ASIF and our open-ended core infrastructure fund are currently permitted to incur indebtedness or issue senior securities only in amounts such that their asset coverage ratio equals at least 150% after each such issuance. ARCC, ASIF and our open-ended core infrastructure fund’s ability to pay dividends will be restricted if their respective asset coverage ratio falls below 150% and any amounts that they use to service their respective indebtedness are not available for dividends to its common stockholders. Any of the foregoing circumstances could have a material adverse effect on our financial condition, results of operations and cash flow. Some of our funds may invest in companies that are highly leveraged, which may increase the risk of loss associated with those investments. Some of our funds may invest in companies whose capital structures involve significant leverage. For example, in many non- distressed private equity investments, indebtedness may be as much as 75% or more of a portfolio company’s or real estate asset’s total debt and equity capitalization, including debt that may be incurred in connection with the investment, 67
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Table of Contents whether incurred at or above the investment-level entity. In distressed situations, indebtedness may exceed 100% or more of a portfolio company’s capitalization. Investments in highly leveraged entities are inherently more sensitive to declines in revenues, increases in expenses and interest rates and volatile or adverse economic, market and industry developments. Additionally, the debt positions acquired by our funds may be the most junior in what could be a complex capital structure, and thus subject us to the greatest risk of loss in the event of insolvency, liquidation, dissolution, reorganization or bankruptcy of one of these companies. Furthermore, the incurrence of a significant amount of indebtedness by an entity could, among other things: • subject the entity to a number of restrictive covenants, terms and conditions, any violation of which could be viewed by creditors as an event of default and could materially impact our ability to realize value from the investment; • allow even moderate reductions in operating cash flow to render the entity unable to service its indebtedness, leading to a bankruptcy or other reorganization of the entity and a loss of part or all of our fund’s equity investment in it; and • give rise to an obligation to make mandatory prepayments of debt using excess cash flow, which might limit the entity’s ability to respond to changing industry conditions if additional cash is needed for the response, to make unplanned but necessary capital expenditures or to take advantage of growth opportunities; As a result, the risk of loss associated with a leveraged entity is generally greater than for companies with comparatively less debt. Many of our funds invest in assets that are high risk, illiquid or subject to restrictions on transfer and we may fail to realize any profits from these activities ever or for a considerable period of time or lose some or all of the capital invested. Many of our funds invest in securities that are not publicly-traded. In many cases, our funds may be prohibited by contract or by applicable securities laws from selling such securities for a period of time. Our funds generally cannot sell these securities publicly unless either their sale is registered under applicable securities laws or an exemption from such registration is available, and then only at such times when we do not possess material nonpublic information. Accordingly, our funds may be forced, under certain conditions, to sell securities at a loss. The ability of many of our funds, particularly our Private Equity Group funds, to dispose of these investments is heavily dependent on the capital markets and in particular the public equity markets. For example, the ability to realize any value from an investment may depend upon the ability of the portfolio company in which such investment is held to complete an initial public offering. Even if the securities are publicly- traded, large holdings of securities can often be disposed of only over a substantial period of time. Moreover, because the investment strategy of many of our funds, particularly our Private Equity Group funds, often entails our having representation on our funds’ public portfolio company boards, our funds can affect such sales only during limited trading windows. Each of these exposes investment returns to risks of downward movement in market prices during the intended disposition period. As a result, we may fail to realize any profits from our investments in the funds that hold these securities for a considerable period of time or at all, and we may lose some or all of the principal amount of our investments. In addition, market conditions can also delay our funds’ ability to exit and realize value from their investments. For example, fluctuations in interest rates and challenging credit markets may make it difficult for potential buyers to raise sufficient capital to purchase our funds’ investments. Although the equity markets are not the only means by which we exit investments from our funds, the strength and liquidity of the U.S. and relevant global equity markets generally, and the initial public offering market specifically, affect the valuation of, and our ability to successfully exit, our equity positions in the portfolio companies of our funds in a timely manner. We may also realize investments through strategic sales. When financing is not available or becomes too costly, it may be more difficult to find a buyer that can successfully raise sufficient capital to purchase our investments. In addition, volatile debt and equity markets may also make the exit of our investments more difficult to execute. Certain investments may trade on an “over-the-counter” market, which may be any location where the buyer and seller can settle a price. A significant portion of our funds’ investments are not expected to trade in any market. Due to the lack of centralized information and trading, the valuation of such instruments may carry more risk than publicly-traded common stock. Uncertainties in the conditions of the financial market, unreliable reference data, lack of transparency and inconsistency of valuation models and processes may lead to inaccurate asset pricing (or valuation). In addition, other market participants may value a fund’s investments differently than us. As many of our funds have a finite term, we could also be forced to dispose of investments sooner than otherwise desirable. Accordingly, under certain conditions, our funds may be forced to either sell their investments at lower prices than they had expected to realize or defer sales that they had planned to make, potentially for a considerable period of time. We have made and expect to continue to make significant capital investments in our current and future funds and other strategies. Contributing capital to these funds and new strategies is risky, and we may lose some or all of the principal amount of our investments. 68
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Table of Contents Government policies regarding certain regulations, such as antitrust law, or restrictions on foreign investment in certain of our funds’ portfolio companies or assets can also make it more difficult for us to deploy capital in certain jurisdictions and limit our funds’ exit opportunities. The U.S. and many non-U.S. jurisdictions have laws designed to protect national security or to restrict foreign direct investment. For example, under the U.S. Foreign Investment Risk Review Modernization Act (“FIRRMA”), which expanded the jurisdiction and process of the Committee on Foreign Investment in the United States (“CFIUS”) has the authority to review, block or impose conditions on, via mandatory filings or declarations, certain investments by non-U.S. persons in U.S. businesses, companies or real assets deemed critical or sensitive to the U.S., including certain non-controlling investments and certain transactions involving real estate. Many non-U.S. jurisdictions restrict foreign investment in assets important to national security by taking steps including, but not limited to, placing limitations, restrictions or conditions on foreign equity investment, implementing investment screening or approval mechanisms and restricting the employment of foreigners as key personnel. These U.S. and foreign laws could limit our funds’ ability to invest in certain businesses or entities or impose burdensome notification requirements, operational restrictions or delays in pursuing and consummating transactions. Certain of our investments may be subject to review and approval by CFIUS or any non-U.S. equivalents thereof, which may have outsized impacts on transaction certainty, timing, feasibility and cost, and may prevent us from maintaining or pursuing investment opportunities that we otherwise would have maintained or pursued. CFIUS or any non-U.S. equivalents thereof may seek to impose limitations, conditions or restrictions on or prohibit one or more of our investments, which may adversely affect the ability of our funds to execute on their investment strategy with respect to such transaction as well as limit our flexibility in structuring or financing certain transactions. In addition, CFIUS is actively pursuing transactions that were not notified to it and may ask questions regarding, or impose restrictions, conditions or limitations on, transactions post-closing. Our funds may also invest in companies that are, or may become, subject to CFIUS requirements based on pre-existing foreign ownership and control; in such cases, CFIUS requirements may adversely impact a portfolio company’s ability to obtain or retain business or otherwise make it more difficult for us to realize a profit from an investment. The foregoing laws could limit our ability to find suitable investments and could also negatively impact our fundraising and syndication activities by causing us to exclude or limit certain investors in our funds or co-investors for our transactions. Moreover, these laws may make it difficult for us to identify suitable buyers for our investments that we want to exit and could constrain the universe of exit opportunities generally. Complying with these laws imposes potentially significant costs and complex additional burdens, and any failure by us or our portfolio companies to comply with them could expose us to significant penalties, sanctions, loss of future investment opportunities, additional regulatory scrutiny and reputational harm. See “—Risks Related to Regulation—Extensive regulation affects our activities, increases the cost of doing business and creates the potential for significant liabilities and penalties that could adversely affect our businesses and results of operations.” In addition to undertaking active ongoing investigative agendas, the U.S. Department of Justice Antitrust Division and the Federal Trade Commission, the two agencies responsible for enforcing federal antitrust and competition laws, have in recent years issued new guidance (including the 2023 Merger Guidelines) and adopted changes to premerger notification requirements under the Hart-Scott-Rodino Act. Antitrust and competition law enforcers and regulators in foreign jurisdictions have been similarly active. These developments, together with heightened scrutiny of private equity and alternative asset managers (including with respect to serial acquisitions, “roll-up” strategies and potential interlocking directorates), are expected to increase scrutiny of mergers and acquisitions and could result in more stringent standards for approving transactions and potential review of previously consummated transactions. As a result, the process of obtaining clearance from U.S. antitrust agencies and other antitrust authorities for mergers and acquisitions undertaken by the investment funds we manage is expected to become more challenging, more time consuming and more expensive. We may be required to modify, delay or abandon transactions, accept divestitures or other remedies, or incur significant costs. If certain proposed acquisitions or dispositions of portfolio companies by our managed investment funds are delayed, conditioned or rejected by antitrust enforcers, or if previously closed transactions are investigated, it could have an adverse impact on our ability to generate future performance revenues and to fully invest the available capital in our funds, as well as reduce opportunities to exit and realize value from our fund investments. In August 2023, an Executive Order established an outbound investment screening regime that is intended to regulate or prohibit certain investments by U.S. persons in advanced technology sectors in China and other jurisdictions that may be designated as a “country of concern.” The U.S. Department of the Treasury issued final regulations implementing this Executive Order in October 2024, which became effective on January 2, 2025. The final rule prohibits or imposes notification requirements on certain outbound investments involving semiconductors and microelectronics, quantum information technologies and artificial intelligence by U.S. persons into certain entities with a nexus to China. These restrictions on U.S. outbound investments could limit the universe of prospective investments available to us, make it more difficult to deploy capital or identify buyers for investments, and/or adversely affect the governance and operations of our investments and thus 69
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Table of Contents our overall performance. The scope of this regime may evolve over time, including through additional guidance or changes in covered sectors, activities or countries. State regulatory agencies may also impose restrictions on private funds’ investments in certain types of assets, which could affect our funds’ ability to find attractive and diversified investments and to complete such investments in a timely manner. For example, more than two dozen U.S. states have enacted or are considering legislation that would prohibit, restrict, or regulate foreign investment in real property in such states. We cannot exclude that some or all of these states may prohibit, restrict or regulate (including requiring disclosure of) our funds’ transactions, including based on the composition of our investor base. Collectively, these laws also elevate the likelihood that we will be required or requested to disclose to U.S. federal and/or state regulators information about us, our funds, our investors, our structure, and our beneficial ownership and control and may impact the ability of non-U.S. limited partners to participate in certain of our investment strategies. Many of the power, infrastructure and energy companies in which certain of our funds invest are subject to regulation by the Federal Energy Regulatory Commission (“FERC”), which oversees acquisition and disposition of electric generation, transmission and other electric facilities in most of the U.S., along with transmission of electricity in interstate commerce in the U.S., and wholesale purchases and sales of electric energy in interstate commerce in the U.S., among other things. In some U.S. states, public utility commissions can also (or alternatively) regulate investments in, or transfers of, certain electric sector holdings and infrastructure. Under existing regulations, FERC and public utility commissions may, in some circumstances, slow, or impose restrictions on, investments in or transfers of regulated assets. Changes to regulations, or changes to interpretations thereof, by FERC or public utility commissions may similarly make regulated investments, acquisitions or dispositions more challenging or time-consuming, and may subject previously-exempt classes of transactions to new authorization requirements. While our investments are exposed to FERC and public utility commission regulation in a manner that is consistent with other participants in the power, infrastructure and energy sector, such regulations could nonetheless result in delays in making investments, delays in exiting investments or limitations or conditions that may adversely affect the ability of our funds to execute on their investment strategy with respect to such transactions as well as limit our flexibility in structuring or financing certain transactions. Certain of our funds utilize special situations and distressed debt investment strategies that involve significant risks. Certain of the funds in our Credit Group invest in obligors and issuers with weak financial conditions, poor operating results, substantial financing needs, negative net worth and/or special competitive problems. These funds also invest in obligors and issuers that are involved in bankruptcy or reorganization proceedings. In such situations, it may be difficult to obtain full information as to the exact financial and operating conditions of these obligors and issuers. Additionally, the fair values of such investments are subject to abrupt and erratic market movements and significant price volatility if they are publicly-traded securities, and are subject to significant uncertainty in general if they are not publicly-traded securities. Furthermore, some of our funds’ distressed investments may not be widely traded or may have no recognized market. A fund’s exposure to such investments may be substantial in relation to the market for those investments, and the assets are likely to be illiquid and difficult to sell or transfer. As a result, it may take a number of years for the market value of such investments to ultimately reflect their intrinsic value as perceived by us. A central feature of our distressed investment strategy is our ability to effectively anticipate the occurrence of certain corporate events, such as debt and/or equity offerings, restructurings, reorganizations, mergers, takeover offers and other transactions, that we believe will improve the condition of the business. Similarly, we perform significant analysis of the company’s capital structure, operations, industry and ability to generate income, as well as market valuation of the company and its debt, and develop a strategy with respect to a particular distressed investment based on such analysis. In furtherance of that strategy our funds seek to identify the best position in the capital structure in which to invest. If the relevant corporate event that we anticipate is delayed, changed or never completed, or if our analysis or investment strategy is inaccurate, the market price and value of the applicable fund’s investment could decline sharply. In addition, these investments could subject a fund to certain potential additional liabilities that may exceed the value of its original investment. Under certain circumstances, payments or distributions on certain investments may be reclaimed if any such payment or distribution is later determined to have been a fraudulent conveyance, a preferential payment or similar transaction under applicable bankruptcy and insolvency laws. In addition, under certain circumstances, a lender that has inappropriately exercised control of the management and policies of a debtor may have its claims subordinated or disallowed, or may be found liable for damages suffered by parties as a result of such actions. In the case where the investment in securities of troubled companies is made in connection with an attempt to influence a restructuring proposal or plan of reorganization in bankruptcy, our funds may become involved in substantial litigation. 70
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Table of Contents Certain of the funds or accounts we advise or manage are subject to the fiduciary responsibility and prohibited transaction provisions of ERISA and Section 4975 of the Code, and our businesses could be adversely affected if certain of our other funds or accounts fail to satisfy an exception under the U.S. Department of Labor’s “plan assets” regulation. Certain of the funds and accounts we advise or manage are subject to the fiduciary responsibility and prohibited transaction provisions of ERISA and Section 4975 of the Code. For example, we currently manage some of our funds or accounts as “plan assets” under ERISA. With respect to these funds or accounts, this results in the application of the fiduciary responsibility standards of ERISA to investments made by such funds or accounts, including the requirement of investment prudence and diversification, and the possibility that certain transactions that we enter into, or may have entered into, on behalf of these funds or accounts, in the normal course of business, might constitute or result in, or have constituted or resulted in, non-exempt prohibited transactions under Section 406 of ERISA or Section 4975 of the Code. A non-exempt prohibited transaction, in addition to imposing potential liability upon fiduciaries of an ERISA plan, may also result in the imposition of an excise tax under the Code upon a “party in interest” (as defined in ERISA) or “disqualified person” (as defined in the Code) with whom we engaged in the transaction. Some of our other funds or accounts are intended to qualify as “venture capital operating companies” or rely on another exception under the “plan assets” regulation under ERISA and therefore not be subject to the fiduciary or prohibited transaction provisions of ERISA or Section 4975 of the Code with respect to their assets. However, if these funds or accounts fail to satisfy an exception to holding “plan assets” under relevant regulations by the U.S. Department of Labor for any reason, including as a result of an amendment of the relevant regulations by the U.S. Department of Labor, such failure could materially interfere with our activities in relation to these funds or accounts or expose us to risks related to our failure to comply with the applicable requirements. Our funds may be held liable for the underfunded pension liabilities of their portfolio companies. In at least one circuit, a court found that, in certain circumstances, an investment fund could be treated as a “trade or business” for purposes of determining pension liability under ERISA. Therefore, where an investment fund owns 80% or more (or possibly, under certain circumstances, less than 80%) of a portfolio company, such investment fund (and any other 80%-owned portfolio companies of such fund) might be found liable for certain pension liabilities of such a portfolio company to the extent the portfolio company is unable to satisfy such liabilities. Our funds may, from time to time, invest in a portfolio company that has unfunded pension fund liabilities, including structuring the investment in a manner where a fund may own an 80% or greater interest in such a portfolio company. If a fund (or other 80%-owned portfolio companies of such fund) were deemed to be liable for such pension liabilities, this could have a material adverse effect on the operations of such fund and the companies in which such fund invests. This discussion is based on current court decisions, statutes and regulations regarding control group liability under ERISA, as in effect as of the date hereof, which may change in the future as the case law and guidance develops. Contingent liabilities could harm fund performance. We may cause our funds to acquire an investment that is subject to contingent liabilities. Such contingent liabilities could be unknown to us at the time of acquisition or, if they are known to us, we may not accurately assess or protect against the risks that they present. Acquired contingent liabilities could therefore result in unforeseen losses for our funds. In addition, in connection with the disposition of an investment in a portfolio company, a fund may be required to make representations about the business and financial affairs of such portfolio company typical of those made in connection with the sale of a business. A fund may also be required to indemnify the purchasers of such investment to the extent that any such representations are inaccurate. These arrangements may result in the incurrence of contingent liabilities by a fund, even after the disposition of an investment. Accordingly, the inaccuracy of representations and warranties made by a fund could harm such fund’s performance. Our failure to comply with investment guidelines set by our clients and/or investors could result in damage awards against us or a reduction in AUM, either of which would cause our earnings to decline and adversely affect our business. When clients retain us to manage assets on their behalf, they specify certain guidelines regarding investment allocation and strategy that we are required to observe in the management of their portfolios. Similarly, investors in our funds often require certain investment restrictions or limitations be included in their side letters that we are contractually obligated to observe in the management of such investors’ interests in the applicable fund. Similarly, investors in our funds often require certain investment restrictions or limitations be included in their side letters that we are contractually obligated to observe in the management of such investors’ interests in the applicable fund. Our failure to comply with these guidelines, restrictions and other limitations could result in clients terminating their investment management agreement with us or investors seeking to withdraw from our funds. Clients or investors could also sue us for breach of contract and seek to recover damages from us. In addition, such guidelines may restrict our ability to pursue certain investments and strategies on behalf of our clients or limit an investor’s exposure to such investments and strategies that we believe are economically desirable, which could similarly result 71
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Table of Contents in losses to a client account or investor capital account or termination or potential withdrawal of the account or investor and a corresponding reduction in AUM. Even if we comply with all applicable investment guidelines, restrictions and limitations, a client or investor may be dissatisfied with its investment performance or our services or fees, and may terminate their customized separate accounts or advisory accounts, seek to withdraw from our funds or be unwilling to commit new capital to our specialized funds, customized separate accounts or advisory accounts. Any of these events could cause our earnings to decline and materially and adversely affect our business, financial condition and results of operations. Third-party investors in certain of our funds with commitment-based structures may not satisfy their contractual obligation to fund capital calls when requested by us, which could adversely affect a fund’s operations and performance. Investors in certain of our funds make capital commitments to those funds that we are entitled to call from those investors at any time during prescribed periods. We depend on investors fulfilling and honoring their commitments when we call capital from them for those funds to consummate investments and otherwise pay their obligations when due. Any investor that did not fund a capital call would be subject to several possible penalties, including possibly having a meaningful amount of its existing investment forfeited in that fund. However, the impact of the penalty is directly correlated to the amount of capital previously invested by the investor in the fund and if an investor has invested little or no capital, for instance early in the life of the fund, then the forfeiture penalty may not be as meaningful. Investors may also negotiate for lesser or reduced penalties at the outset of the fund, thereby limiting our ability to enforce the funding of a capital call. In cases where valuations of existing investments fall and the pace of distributions slows, investors may be unable to make new commitments to third-party managed funds such as those advised by us using distributions they received from prior fund investments. A failure of investors to honor a significant amount of capital calls for any particular fund or funds could have a material adverse effect on the operation and performance of those funds. Certain of our funds may utilize subscription lines of credit to fund investments prior to the receipt of capital contributions from the fund’s investors. As capital calls made to a fund’s investors are delayed when using a subscription line of credit, the investment period of such investor capital is shortened, which may increase the leveraged net internal rate of return of an investment fund. However, since interest expense and other costs of borrowings under subscription lines of credit are an expense of the investment fund, the investment fund’s net multiple of invested capital will be reduced, as will the amount of carried interest generated by the fund. Any material reduction in the amount of carried interest generated by a fund will adversely affect our revenues. Our funds make investments in companies that are based outside of the United States, which may expose us to additional risks not typically associated with investing in companies that are based in the United States. Many of our funds invest a portion of their assets in the equity, debt, loans or other securities of issuers located outside the U.S., including Europe and APAC, while certain of our funds invest substantially all of their assets in these types of securities, and we expect that international investments will increase as a proportion of certain of our funds’ portfolios in the future. Investments in foreign securities involve certain factors not typically associated with investing in U.S. securities, including risks relating to: • our funds’ abilities to exchange local currencies for U.S. dollars and other currency exchange matters, including fluctuations in currency exchange rates and costs associated with conversion of investment principal and income from one currency into another; • controls on, and changes in controls on, foreign investment and limitations on repatriation of invested capital; • less developed or less efficient financial markets than exist in the United States, which may lead to price volatility and relative illiquidity; • the absence of uniform accounting, auditing and financial reporting standards, practices and disclosure requirements and less government supervision and regulation; • changes in laws or clarifications to existing laws (and changes in administrative practices) that could impact our tax treaty positions, which could adversely impact the returns on our investments; • differences in legal and regulatory environments, particularly with respect to bankruptcy and reorganization, labor and employment laws, less developed corporate laws regarding fiduciary duties and the protection of investors and less reliable judicial systems to enforce contracts and applicable law; • political hostility to investments by foreign or private equity investors; • less publicly available information in respect of companies in foreign markets; 72
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Table of Contents • reliance on a more limited number of commodity inputs, service providers and/or distribution mechanisms; • higher rates of inflation; • higher transaction costs; • difficulty in enforcing contractual obligations; • fewer investor protections; • limitations on the deductibility of interest and other financing costs and expenses for income tax purposes in certain jurisdictions; • certain economic and political risks, including potential exchange control regulations and restrictions on our foreign investments and repatriation of capital, potential political, economic or social instability, the possibility of nationalization or expropriation or confiscatory taxation and adverse economic and political developments; and • the imposition of foreign taxes or withholding taxes on income and gains recognized with respect to such securities. See “—Investments in emerging markets are subject to greater risks than those in more developed markets” for additional risks related to such investments made outside of the United States. While our funds will take these factors into consideration in making investment decisions, including when hedging positions, there can be no assurance that adverse developments with respect to these risks will not adversely affect our funds that invest in securities of foreign issuers. In addition, certain of these funds are managed outside the United States, which may increase the foregoing risks. Investments in emerging markets are subject to greater risks than those in more developed markets. We have invested and expect to continue to invest in businesses in emerging markets. Investing in emerging markets exposes us to heightened risks compared to developed economies, including political, social, and economic instability. Local economic and social conditions, such as cultural and communication challenges, as well as local laws and regulations, add complexity to operations. Companies in these markets might lack depth of management and may be vulnerable to political or economic developments such as the nationalization of key industries. Many emerging markets are developing both economically and politically and are at greater risk of having unstable governments and economies. Certain of the emerging markets in which we operate have histories of political and military unrest and financial instability, and their markets may experience significant volatility, even when compared to those of other emerging market countries, which could have a destabilizing effect on our investments and operations in such regions. See also “—Risks Related to Our Businesses—Difficult market and political conditions may adversely affect our businesses in many ways, including by reducing the value or hampering the performance of the investments made by our funds or reducing the ability of our funds to raise or deploy capital, each of which could materially reduce our revenue, earnings and cash flow and adversely affect our financial prospects and condition.” Further, due to jurisdictional limitations, matters of comity, and other factors, the SEC, the U.S. Department of Justice, and other U.S. and non-U.S. authorities will be limited in their ability to pursue enforcement or other actions against companies in such emerging market jurisdictions that engage in fraud or other wrongdoing. Similar limitations also apply to the pursuit of actions against individuals in certain other emerging markets, including officers, directors, and gatekeepers, individuals such as compliance officers, lawyers, accountants and auditors, who have engaged in fraud or other wrongdoing. In addition, local authorities in certain emerging markets are often constrained in their ability to assist foreign authorities and foreign investors more generally. In addition, the political, administrative, and judiciary institutions in emerging markets are not as mature as their peers in developed markets. As a result, these institutions might not sustain their independence against political pressure or corruption by individuals in positions of power. The heightened potential for fraud and political corruption in certain emerging markets increases operational uncertainties. There can be no assurance that adverse developments with respect to such risks will not adversely affect any portfolio companies based in such countries. Our funds are also permitted to acquire portfolio companies in countries where generally accepted accounting standards and practices differ significantly from those in the United States. As a result, financial information from these entities may not align with U.S. standards, potentially affecting the reliability of evaluations and due diligence processes. These factors could materially and adversely impact the performance of our portfolio companies and our operations. 73
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Table of Contents Many of our funds make investments in companies that we do not control and may rank junior to preferred equity and debt in a company’s capital structure. Investments by many of our funds will include debt instruments and equity securities of companies that we do not control. Those investments will be subject to the risk that the company in which the investment is made may make business, financial or management decisions with which we do not agree or that the majority stakeholders or the management of the company may take risks or otherwise act in a manner that does not serve our interests. In addition, in most cases, the companies in which our investment funds invest have, or are permitted to have, outstanding indebtedness or equity securities that rank senior to our fund’s investment. By their terms, such instruments may provide that their holders are entitled to receive payments of dividends, interest or principal on or before the dates on which payments are to be made in respect of our investment. In the event of insolvency, liquidation, dissolution, reorganization or bankruptcy of a company in which an investment is made, holders of securities ranking senior to our investment would typically be entitled to receive payment in full before distributions could be made in respect of our investment. After repaying senior security holders, the company may not have any remaining assets to use for repaying amounts owed in respect of our investment. To the extent that any assets remain, holders of claims that rank equally with our investment would be entitled to share on an equal and ratable basis in distributions that are made out of those assets. If any of the foregoing were to occur, the values of the investments held by our funds could decrease and our financial condition, results of operations and cash flow could suffer as a result. We may need to pay “clawback” or “contingent repayment” obligations if and when they are triggered under the governing agreements with our funds. Generally, if at the termination of a fund and in certain cases at interim points in the life of a fund, the fund has not achieved investment returns that exceed the preferred return threshold or the general partner receives net profits over the life of the fund in excess of its allocable share under the applicable partnership agreement, we will be obligated to repay an amount equal to the excess of amounts previously distributed to us over the amounts to which we are ultimately entitled. This obligation is known as a “clawback” or contingent repayment obligation. Due to the fact that our carried interest is generally determined on a liquidation basis, as of December 31, 2025, if the funds were liquidated at their fair values at that date, there would have been no contingent repayment obligation or liability. There can be no assurance that we will not incur a contingent repayment obligation in the future. As of December 31, 2025, had we assumed all existing investments were worthless, the amount of carried interest, net of tax distributions, subject to contingent repayment would have been approximately $125.6 million of which approximately $99.8 million is reimbursable to the Company by certain professionals. Although a contingent repayment obligation is several to each person who received a distribution, and not a joint obligation, if a recipient does not fund his or her respective share of a contingent repayment obligation, we may have to fund such additional amounts beyond the amount of carried interest we retained, although we generally will retain the right to pursue remedies against those carried interest recipients who fail to fund their obligations. We may need to use or reserve cash to repay such contingent repayment obligations instead of using the cash for other purposes. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Contractual Obligations, Commitments and Contingencies and Other Arrangements,” “Note 2. Summary of Significant Accounting Policies,” and “Note 9. Commitments and Contingencies” within our consolidated financial statements appearing elsewhere in this Annual Report on Form 10-K. We derive a substantial portion of our revenues from funds managed pursuant to management agreements that may be terminated. In addition, the investment management agreements related to our separately managed accounts may permit the investor to terminate our management of such accounts on short notice. The terms of our funds generally give either the manager of the fund or the fund itself the right to terminate our investment management agreement with the fund. However, insofar as we control the general partners of our funds that are limited partnerships, the risk of termination of investment management agreement for such funds is limited, subject to our fiduciary or contractual duties as general partner. This risk is more significant for certain of our funds that have independent boards of directors. In addition, if we were to experience a change of control that triggers an “assignment” (as defined under the Investment Advisers Act or as otherwise set forth in the agreements of our funds), continuation of the investment management agreements of our funds would be subject to investor consent. There can be no assurance that required consents will be obtained if a change of control occurs. We currently manage a portion of investor assets through separately managed accounts, whereby we earn management fees and carried interest or incentive fees, and we intend to continue to seek additional separately managed account mandates. The investment management agreements we enter into in connection with managing separately managed accounts on behalf of certain clients may in certain cases be terminated by such clients on as little as 30 days’ prior written notice. In addition, the boards of directors of the investment management companies we manage could terminate our advisory engagement of those 74
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Table of Contents companies on as little as 30 days’ prior written notice. Each investment advisory and management agreement with our BDCs can be terminated by the majority of their respective voting securities holders upon 60 days’ prior written notice. We serve as the sub-adviser for the existing manager of certain funds. Although in some cases there can be economic payments made by the manager for termination of such sub-advisory contracts, in the case of any such terminations, the management fees and carried interest or incentive fees we earn in connection with managing such account or company would immediately cease, which could result in a significant adverse impact on our revenues. With respect to certain of our funds, including funds that are not exempt from registration under the Investment Company Act, each fund’s investment management agreement must be approved annually by (i) such fund’s board of directors or by the vote of a majority of such fund’s stockholders, and (ii) the majority of the independent members of such fund’s board of directors, as required by law. The funds’ investment management agreements can also be terminated by the majority of such fund’s stockholders. Currently, our funds that are subject to these provisions of the Investment Company Act include ARCC, ASIF and our open-ended core infrastructure fund, which have each elected to be treated as BDCs under the Investment Company Act and APMF, ARDC and CADC, which are each diversified, closed-ended management investment companies registered under the Investment Company Act. In addition, pursuant to their respective governing documents, our non- traded REITs’ investment management agreement must be approved annually by such REIT’s board of directors. Termination of these agreements would reduce the fees we earn from the relevant funds, which could have a material adverse effect on our results of operations. Investors in certain of our funds, including our open-ended funds, may redeem their investments in these funds. Third-party investors in many of our funds have the right to remove the general partner of the fund and to terminate the investment period under certain circumstances. These events would lead to a decrease in our revenues, which could be substantial. Investors in certain of our funds, including our open-ended funds and perpetual wealth vehicles may generally redeem their investments on a periodic basis subject to the expiration of a specified period of time during which capital may not be withdrawn. As we continue to expand the distribution of our products through the retail and private wealth channels (including through semi-liquid and perpetual structures), the number and composition of investors in such vehicles may change and we may experience more frequent or larger redemption requests, particularly during periods of market volatility or declining performance. Such redemptions would result in a reduction of our AUM and decrease in our management fees, and could also cause us to provide fee waivers, incentives or other concessions in order to support fundraising or retain investors. The governing agreements of many of our funds provide that, subject to certain conditions, third-party investors in those funds have the right to remove the general partner of the fund or terminate the fund, including in certain cases without cause by a simple majority vote. Any such removal or dissolution could result in a cessation in management fees we would earn from such funds and/or a significant reduction in the expected amounts of carried interest and incentive fees from those funds. Carried interest could be significantly reduced as a result of our inability to maximize the value of investments by a fund during the liquidation process or in the event of the triggering of a “contingent repayment” obligation. Finally, the applicable funds would cease to exist after completion of liquidation and winding-up. In addition, the governing agreements of many of our funds provide that, subject to certain conditions, third-party investors in those funds have the right to terminate the investment period of the fund, including in certain cases without cause. Such an event could have a significant negative impact on our revenue, earnings and cash flow of such fund. The governing agreements of our funds may also provide that upon the occurrence of events, including in the event that certain “key persons” in our funds do not meet specified time commitments with regard to managing the fund (including due to death, disability or departure), investors in those funds have the right to vote to suspend or terminate the investment period, including in certain cases by a simple majority vote in accordance with specified procedures. In addition to having a significant negative impact on our revenue, earnings and cash flow, the occurrence of such an event with respect to any of our funds would likely result in significant reputational damage to us and could negatively impact our future fundraising efforts. Customized separate account and advisory account fee revenue is not a long-term contracted source of revenue and is subject to intense competition. Our revenue in any given period is dependent on the number of fee-paying clients and corresponding level of AUM in such period. Our customized separate account and advisory account business operates in a highly competitive environment where typically there are no long-term contracts. While clients of our customized separate account and advisory account businesses may have multi-year contracts, many of these contracts are terminable upon 30 to 90 days’ advance notice to us. We may lose clients as a result of a change in ownership, control or senior management, a client’s decision to transition to in-house asset management rather than partner with a third-party provider such as us, competition from other financial advisors and financial institutions, changes to their investment policies and other causes. Isolated departures have occurred in the past but have not had a material impact on our business. Moreover, a number of our contracts with state government- sponsored clients are secured through such government’s mandated procurement process, and are subject to periodic renewal. If multiple clients 75
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Table of Contents were to exercise their termination rights or fail to renew their existing contracts and we were unable to secure new clients or maintain our levels of AUM, our customized separate account and advisory account fees would decline materially. A significant reduction in the number of fee- paying clients and/or AUM levels in any given period could reduce our revenue and materially and adversely affect our business, financial condition and results of operations. We are vulnerable to an increased number of investors seeking to participate in share redemption programs or tender offers of our perpetual wealth vehicles. We manage non-traded REITs, BDCs and other perpetual wealth vehicles, and we continue to seek to expand the distribution of certain of these products through retail and private wealth channels. These perpetual wealth vehicles often conduct share redemption programs or tender offers to provide liquidity to investors in such vehicles, subject to certain limitations. For example, with respect to our non-traded REITs, the total amount of aggregate redemptions is limited by a certain percentage of each of the non-traded REIT’s NAV for each calendar month and quarter, which percentage is generally based on the excess of share redemptions (capital outflows) over the proceeds from the sale of shares (capital inflows), not including proceeds related to sales of beneficial interests in specific Delaware statutory trusts holding real properties, or the exchange program for the applicable period. While such share redemption programs and tender offers may contain restrictions that limit the amount of shares or other equity, as applicable, that may be redeemed or purchased in particular periods, an increased number of investors requesting redemptions in excess of capital inflows or participating in tender offers of our perpetual wealth vehicles could lead to a decline in the management fees and incentive fees we receive. Economic events affecting the economy or market in general, such as volatility in the financial markets related to changes in markets, inflation, changes in interest rates or global or national events that are beyond our control, could cause investors to request redemption of an increased number of shares pursuant to the share redemption programs of our perpetual wealth vehicles, potentially in excess of established limits. Such prolonged economic disruptions have caused a number of similar vehicles to deny redemption requests or to suspend or partially suspend their share redemption programs and tender offers. Our perpetual wealth vehicles may redeem or purchase fewer shares than investors request due to a lack of readily available funds because of such adverse market conditions beyond our control or the need to maintain liquidity for operations. Certain of our perpetual wealth vehicles may amend or suspend share repurchase programs during periods of market dislocation where selling assets to fund a repurchase could have a materially negative impact on remaining investors. With respect to our perpetual wealth vehicles, the vast majority of their assets will consist of investments that cannot generally be readily liquidated on short notice without impacting the vehicle’s ability to realize full value upon their disposition. This may further limit the amount of cash available to immediately satisfy redemption requests. Any redemptions or purchases of less than amounts requested could undermine investor confidence in our perpetual wealth vehicles, result in investor complaints, litigation or increased regulatory scrutiny, adversely impact our reputation and our distribution relationships and adversely affect our ability to raise capital for current and future products. Our funds may be forced to dispose of investments at a disadvantageous time. Furthermore, we may have to waive management fees for certain of our funds in certain circumstances. Our funds may make investments that they do not advantageously dispose of prior to the date the applicable fund is dissolved, either by expiration of such fund’s term or otherwise. Although we generally expect that investments will be disposed of prior to dissolution or be suitable for in-kind distribution at dissolution, and the general partners of the funds have only a limited ability to extend the term of the fund with the consent of fund investors or the advisory board of the fund, as applicable, our funds may have to sell, distribute or otherwise dispose of investments at a disadvantageous time as a result of dissolution. This would result in a lower than expected return on the investments and, perhaps, on the fund itself. In addition, our limited partners may require that we waive management fees during periods after the contractual term of a fund, which would reduce the amount of management fees we earn and therefore could negatively impact our revenues and results of operations. Our credit funds are subject to the risks inherent in the private credit industry. Investments in our credit funds are subject to the risks inherent in the private credit industry. These investments are subject to the potential for deterioration of market fundamentals and the risk of adverse changes in local market and economic conditions, which may include changes in supply of and demand for liquid credit, alternative credit and direct lending. More generally, investments in non-investment grade credit are subject to risks including the following: • macroeconomic conditions resulting in downturns or volatility in the global credit markets, such as changes in interest rates, inflation and geopolitical events; • declines in market prices and liquidity in the corporate debt markets; 76
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Table of Contents • exposure to losses due to above average amounts of risk and volatility or loss of principal from non-investment grade investments; • inherent uncertainty in determining the fair value of assets that are illiquid and have no readily ascertainable market prices; • changes in laws and regulations related to financial services and products and/or financial consumer protection; and • negative publicity surrounding the private credit industry. In recent periods, there has been increased activity by certain activist and other organized groups in opposition to certain investments made by and activities of private funds. Such groups may contact or otherwise seek to engage with government and regulatory bodies and fund investors, including public pension funds, to criticize or challenge certain investments, which could lead to negative publicity that could harm our reputation. In addition, partially as a result of certain high profile defaults and bankruptcies, there has also been increased negative publicity with respect to the private credit industry. Although we have not been involved in those particular defaults and bankruptcies, the negative publicity, press speculation about us and concerns surrounding the private credit industry generally, whether or not valid, could in the future harm our reputation, heighten scrutiny on our and our credit funds’ businesses, encourage litigation and regulatory inquiries and adversely affect our client relationships and fundraising efforts of our credit funds, including by prompting increased repurchase requests from certain fund investors, and could create pressure on the trading price of our Class A common stock. Further, certain of our credit funds engage in various forms of finance arrangements that are collateralized by various asset classes. These forms of credit generally expose a lender to a greater degree of business and credit risks than traditional lending, as repayment of the loans often depends upon the performance of credit or credit-related assets, the successful operation of the businesses, greater exposure of less established companies to market volatility and potential for fraud and the income stream of the borrower. Additionally, investments in such markets expose our business to additional regulations promulgated by state and federal regulators related to financial consumer protection. Any of these factors may cause the value of the investments in our credit funds to decline, which may have a material impact on our results of operations. Our Real Assets Group funds are subject to the risks inherent in the ownership and operation of real assets and the construction and development of real assets. Our Real Assets Group funds’ investments are subject to the risks inherent in the ownership and operation of real estate and real estate- related businesses and assets. These investments are subject to the potential for deterioration of real estate fundamentals and the risk of adverse changes in local market and economic conditions, which may include changes in supply of and demand for competing properties in an area, fluctuating occupancy rates and changes in demand for commercial office properties (including as a result of an increased prevalence of remote work). Additionally, our funds’ properties may be managed by third parties, which makes us dependent upon such third parties and subjects us to risks associated with the actions and financial resources of such third parties. More generally, investments in real estate-related businesses and assets are subject to risks including the following: • those associated with the burdens of ownership of real property; • fluctuations in the average occupancy and room rates for hotel properties; • the financial resources of tenants; • changes in building, environmental and other laws; • energy and supply shortages and supply chain disruptions; • various uninsured or uninsurable risks; • liability for “slip-and-fall” and other accidents on properties held by our funds; • natural disasters, extreme weather events and other physical risks related to climate change; • changes in government regulations (such as rent control, digital infrastructure regulation and tax laws); 77
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Table of Contents • changes in real property tax and transfer tax rates; • changes in interest rates; • the reduced availability of mortgage funds which may render the sale or refinancing of properties difficult or impracticable; • negative developments in the economy that depress travel activity; • environmental liabilities; • tariffs and trade wars; • contingent liabilities on disposition of assets; • unexpected cost overruns in connection with development projects; • terrorist attacks, war and other factors that are beyond our control; and • dependence on local operating partners. If our Real Assets Group funds acquire direct or indirect interests in undeveloped land or underdeveloped real property, which may often be non-income producing, they will be subject to the risks normally associated with such assets and development activities, including risks relating to the availability and timely receipt of zoning and other regulatory or environmental approvals, the cost and timely completion of construction (including risks beyond the control of our fund, such as weather or labor conditions or material shortages) and the availability of both construction and permanent financing on favorable terms. Any of these factors may cause the value of the investments in our Real Assets Group funds to decline, which may have a material impact on our results of operations. Certain of our funds invest in the power, infrastructure and energy sector which is subject to significant market volatility and may expose us to increased environmental risks and liabilities inherent in the ownership of real assets. As such, the performance of investments in the energy sector is subject to a high degree of business and market risk. The power, infrastructure and energy companies in which certain of our funds invest have been and may be negatively impacted by material declines in power and energy related commodity prices and are subject to other risks, including among others, supply and demand risk, operational risk, regulatory risk, depletion risk, reserve risk, reputational risk, severe weather, climate change and catastrophic event risk (including of cyber-attacks). Commodity prices fluctuate for several reasons, including changes in market and economic conditions, the impact of weather on demand, climate initiatives of government entities, levels of domestic production and international production, policies implemented by the Organization of Petroleum Exporting Countries, power and energy conservation, domestic and foreign governmental regulation and taxation and the availability of local, intrastate and interstate transportation systems. The performance of our investments with underlying exposure to the commodities markets is subject to a high degree of business and market risk, as it is dependent upon prevailing prices of commodities such as oil, natural gas and coal, which are subject to wide fluctuation for a variety of factors that are beyond our control, such as geopolitical developments like hostilities in the Middle East region and between Russia and Ukraine. It is common in making investments with underlying exposure to the commodities markets to deploy hedging strategies to protect against pricing fluctuations but such strategies may or may not protect our investments. Declining global commodity prices have impacted the value of securities held by our funds. Continued volatility could result in lower returns than we anticipated at the time certain of our investments were made. As of December 31, 2025, approximately 2% of our total AUM was invested in debt and equity investments in the energy sector, including midstream investments, oil and gas exploration, and renewable energy investments. Ownership of real assets in our funds or vehicles may increase our risk of liability under environmental laws that impose, regardless of fault, joint and several liability for the cost of remediating contamination and compensation for damages. In addition, changes in environmental laws or regulations or the environmental condition of an investment may create liabilities that did not exist at the time of acquisition. Even in cases where we are indemnified by a seller against liabilities arising out of violations of environmental laws and regulations, there can be no assurance as to the financial viability of the seller to satisfy such indemnities or our ability to achieve enforcement of such indemnities. 78
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Table of Contents Our investments in infrastructure assets may expose us to increased risks and liabilities. Investments in infrastructure assets may expose us to increased risks and liabilities that are inherent in the ownership of real assets. For example, • Ownership of infrastructure assets may also present additional risk of liability for personal and property injury or impose significant operating challenges and costs with respect to, for example, compliance with zoning, environmental or other applicable laws. • Infrastructure asset investments may face construction risks including, without limitation: (i) labor disputes, shortages of material and skilled labor, or work stoppages; (ii) slower than projected construction progress and the unavailability or late delivery of necessary equipment; (iii) less than optimal coordination with public utilities in the relocation of their facilities; (iv) adverse weather conditions and unexpected construction conditions; (v) accidents or the breakdown or failure of construction equipment or processes; and (vi) catastrophic events such as explosions, fires, terrorist activities and other similar events. These risks could result in substantial unanticipated delays or expenses (which may exceed expected or forecasted budgets) and, under certain circumstances, could prevent completion of construction activities once undertaken. Certain infrastructure asset investments may remain in construction phases for a prolonged period and, accordingly, may not be cash generative for a prolonged period. Recourse against the contractor may be subject to liability caps or may be subject to default or insolvency on the part of the contractor. • The operation of infrastructure assets is exposed to potential unplanned interruptions caused by significant catastrophic or force majeure events, including cyber-attacks. These risks could, among other effects, adversely impact the cash flows available from investments in infrastructure assets, cause personal injury or loss of life, damage property, or instigate disruptions of service. In addition, the cost of repairing or replacing damaged assets could be considerable. Repeated or prolonged service interruptions may result in permanent loss of customers, litigation, or penalties for regulatory or contractual noncompliance. Force majeure events that are incapable of, or too costly to, cure may also have a permanent adverse effect on an investment. • The management of the business or operations of an infrastructure asset may be contracted to a third-party management company unaffiliated with us. Although it would be possible to replace any such operator, the failure of such an operator to adequately perform its duties or to act in ways that are in our best interest, or the breach by an operator of applicable agreements or laws, rules and regulations, could have an adverse effect on the investment’s financial condition or results of operations. Infrastructure investments may involve the subcontracting of design and construction activities in respect of projects, and as a result our investments are subject to the risks that contractual provisions passing liabilities to a subcontractor could be ineffective, the subcontractor fails to perform services which it has agreed to perform and the subcontractor becomes insolvent. Infrastructure investments often involve an ongoing commitment to a municipal, state, federal or foreign government or regulatory agencies. The nature of these obligations exposes us to a higher level of regulatory control than typically imposed on other businesses and may require us to rely on complex government licenses, concessions, leases or contracts, which may be difficult to obtain or maintain. Infrastructure investments may require operators to manage such investments and such operators’ failure to comply with laws, including prohibitions against bribing of government officials, may adversely affect the value of such investments and cause us serious reputational and legal harm. Revenues for such investments may rely on contractual agreements for the provision of services with a limited number of counterparties, and are consequently subject to counterparty default risk. The operations and cash flow of infrastructure investments are also more sensitive to inflation and, in certain cases, commodity price risk. Furthermore, services provided by infrastructure investments may be subject to rate regulations by government entities that determine or limit prices that may be charged. Similarly, users of applicable services or government entities in response to such users may react negatively to any adjustments in rates and thus reduce the profitability of such infrastructure investments. Many of our funds’ investments are in critical infrastructure sectors, such as transportation systems, energy and digital infrastructure, which are generally subject to heightened regulatory scrutiny at the time of investment and ongoing compliance requirements. Such requirements are likely to expand our compliance burdens, costs and enforcement risks. In addition, advancements in computing and artificial intelligence tools and technologies without related increases in the adoption and development of such technologies could negatively impact demand for, and the valuation of, digital infrastructure assets. Due to the rapid evolution of artificial intelligence technologies, we may not be able to take full advantage of growth opportunities within digital infrastructure. Certain of our funds invest in secondaries investment products that we do not control. Our funds that invest in secondaries investment products have limited opportunity to control the day-to-day operation of secondaries portfolio investments, including investment and disposition decisions, or to protect their position in portfolio investments, nor do they generally have the right to remove the managers of those investments. 79
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Table of Contents The success of these funds is substantially dependent upon the capabilities and performance of the management companies, general partners or similar entities who control the underlying portfolio investments, which could include representatives of other investors with whom such funds are not affiliated and whose interests may conflict with the interests of the funds. Although investors (such as our funds) in general partner-led and other structured secondary transactions typically retain enhanced governance and other rights, once such a transaction is complete, the general partners will generally have broad discretion in structuring, negotiating, purchasing, financing, monitoring and eventually divesting the underlying portfolio companies. Additionally, should a general partner for any reason cease to participate in the management of the underlying portfolio companies, the performance of the relevant portfolio investment (and, consequently, our funds) could be adversely affected. Our Private Equity Group funds’ performance has been and may in the future be adversely affected by the financial performance of our portfolio companies and the industries in which our funds invest. Our performance and the performance of our Private Equity Group funds are significantly impacted by the value of the companies in which our funds have invested. Our funds invest in companies in many different industries, each of which is subject to volatility based upon a variety of factors, including economic, market, and geopolitical factors. During recessions, periods of elevated uncertainty, or phases of challenging economic and market conditions, we experience significant fluctuations in the fair value of securities held by our funds. Further, geopolitical and domestic political uncertainty, unexpected shifts in monetary and fiscal policy, changes in interest rates, depressed labor force participation, the risk of labor shortages in the face of more restrictive immigration policies, supply chain pressures and other general economic trends may impact the performance of our portfolio companies in many industries and geographies. In addition, the value of our investments in portfolio companies in the financial services industry is impacted by the overall health and stability of the credit and equity markets. The performance of our Private Equity Group funds, and our performance, may be adversely affected to the extent our fund portfolio companies experience adverse performance or additional pressure. In addition, the performance of our investment funds and our portfolio companies may be adversely affected by increases in inflationary pressures such as employee wage growth or rising input costs, which could compress profit margins, particularly at our portfolio companies that are unable to effectively increase prices in response. Rapid and unforeseen technological transformation, such as the recent technological developments with respect to artificial intelligence, may introduce the risk of obsolescence to portfolio companies and negatively affect their performance. In response to financial difficulties that are currently being experienced or that may be experienced in the future by certain portfolio companies, we may consider legal, regulatory, tax, or other factors in determining the steps we may take to support such companies or investments, which may include enhancing the management team or funding additional capital investments from our funds, our investment professionals, and/or us. The actions we may take to support companies or investments experiencing financial difficulties may not be successful in remedying the financial difficulties and our investment funds, our investment professionals, or we may not recoup some or all of any capital investments made in support of such companies or investments. Climate change and related transition and physical risks could adversely affect our operations and those of our portfolio companies and increase costs (including insurance costs). Our business operations, our funds’ portfolio companies, and the companies in which our funds invest may face risks associated with climate change, including “transition risks” such as risks related to the impact of climate-related legislation and regulation (both domestically and internationally), risks related to climate-related business trends (such as the process of transitioning to a lower-carbon economy) and risks stemming from the potential physical impacts of climate change, such as the increasing frequency or severity of extreme weather events (including wildfires, droughts, hurricanes and floods) and rising sea levels and temperatures. These events and the disruptions they may cause, alone or in combination, could also lead to increased costs of insurance (particularly for real estate in certain regions). See “—Our Real Assets Group funds are subject to the risks inherent in the ownership and operation of real assets and the construction and development of real assets.” Risks Related to Our Organization and Structure If we were deemed to be an “investment company” under the Investment Company Act, applicable restrictions could make it impractical for us to continue our businesses as contemplated and could have a material adverse effect on our businesses. An entity will generally be deemed to be an “investment company” for purposes of the Investment Company Act if: • it is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities; or • absent an applicable exemption, it is engaged or proposes to engage in the business of investing, reinvesting, owning, holding or trading in securities, and owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. 80
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Table of Contents We believe that we are engaged primarily in the business of providing investment management services and not primarily in the business of investing, reinvesting or trading in securities. We hold ourselves out as an asset management firm and do not propose to engage primarily in the business of investing, reinvesting or trading in securities. Accordingly, we do not believe that we are an “orthodox” investment company as defined in Section 3(a)(1)(A) of the Investment Company Act and described in the first bullet point above. Furthermore, we have no material assets other than interests in certain direct and indirect wholly owned subsidiaries (within the meaning of the Investment Company Act), which in turn have no material assets other than partnership units in the AOG entities. These wholly owned subsidiaries are the general partners of certain of the AOG entities and are vested with all management and control over such AOG entities. We do not believe that our equity interests in our wholly owned subsidiaries or the partnership units of these wholly owned subsidiaries in the AOG entities are investment securities. Moreover, because we believe that the capital interests of the general partners of our funds in their respective funds are neither securities nor investment securities, we believe that less than 40% of our total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis are composed of assets that could be considered investment securities. Accordingly, we do not believe that we are an inadvertent investment company by virtue of the 40% test in Section 3(a)(1)(C) of the Investment Company Act as described in the second bullet point above. The Investment Company Act and the rules thereunder contain detailed parameters for the organization and operation of investment companies. Among other things, the Investment Company Act and the rules thereunder limit or prohibit transactions with affiliates, impose limitations on the issuance of debt and equity securities, generally prohibit the issuance of options and impose certain governance requirements. We intend to conduct our operations so that we will not be deemed to be an investment company under the Investment Company Act. If anything were to happen that would cause us to be deemed to be an investment company under the Investment Company Act, requirements imposed by the Investment Company Act, including limitations on capital structure, the ability to transact business with affiliates and the ability to compensate senior employees, could make it impractical for us to continue our businesses as currently conducted, impair the agreements and arrangements between and among the Ares Operating Group, us, our funds and our senior management, or any combination thereof, and have a material adverse effect on our businesses, financial condition and results of operations. In addition, we may be required to limit the amount of investments that we make as a principal or otherwise conduct our businesses in a manner that does not subject us to the registration and other requirements of the Investment Company Act. Due to the disparity in voting power among the classes of our common stock, holders of our Class A common stock will generally have no influence over matters on which holders of our common stock vote and limited ability to influence decisions regarding our business. Unless otherwise provided in our certificate of incorporation and bylaws or required by the DGCL or the rules of the NYSE, holders of our common stock vote together as a single class on all matters on which stockholders generally are entitled to vote under the DGCL. On any date on which the Ares Ownership Condition is satisfied, the shares of our Class B common stock held by the Class B Stockholder entitles it to a number of votes, in the aggregate, equal to (x) four times the aggregate number of votes attributable to the shares of our Class A common stock minus (y) the aggregate number of votes attributable to the shares of our Class C common stock. On any date on which the Ares Ownership Condition is not satisfied, the shares of our Class B common stock held by the Class B Stockholder will not be entitled to vote on any matter submitted to a vote of our stockholders. Ares Voting LLC, as the initial holder of the shares of our Class C common stock (in such capacity, the “Class C Stockholder”), is generally entitled to a number of votes equal to the number of AOG Units held of record by each limited partner of the AOG entities (other than us and our subsidiaries). When AOG Units are exchanged for shares of our Class A common stock, the number of votes to which the shares of our Class C common stock are entitled shall be reduced by the number of AOG Units so exchanged. However, so long as the Ares Ownership Condition is satisfied, the issuance of shares of our Class A common stock would increase the number of votes to which holders of our Class B common stock are entitled. As a result, so long as the Ares Ownership Condition is satisfied, practically all matters submitted to our stockholders will be decided by the vote of the holder of our Class B common stock, Ares Management GP LLC (in such capacity, the “Class B Stockholder”), and Class C Stockholder. Our certificate of incorporation also provides that the number of authorized shares of our Class A common stock may be increased solely by the holders of a majority of the voting power of our outstanding capital stock entitled to vote thereon, voting together as a single class, and no other vote of the holders of any class or series of our stock, voting together or separately as a class, shall be required therefor. As a result, holders of our Class A common stock will have very limited or no ability to influence stockholder decisions, including decisions regarding our business. The voting rights of holders of our Class A common stock are further restricted by provisions in our certificate of incorporation stating that any of our shares of stock held by a person or group that beneficially owns 20% or more of any class of stock then outstanding (other than the holders of our Class B common stock, Ares Owners Holdings L.P. (“Ares Owners”), any Holdco Member or any of their respective affiliates, or a direct or subsequently approved transferee of the foregoing) cannot be voted on any matter. The Class B Stockholder and Class C Stockholder are both exempt from this limitation. 81
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Table of Contents These limits on the ability of the holders of our Class A common stock to exercise voting rights restrict the ability of the holders of our Class A common stock to influence matters subject to a vote of our stockholders. The Holdco Members are able to significantly influence the outcome of any matter that may be submitted for a vote of holders of our common stock. The Class B Stockholder and Class C Stockholder, entities wholly owned by Ares Partners Holdco LLC, which is in turn owned and controlled by the Holdco Members, hold the shares of our Class B common stock and the shares of our Class C common stock, respectively. On any date on which the Ares Ownership Condition is satisfied, the shares of our Class B common stock held by the Class B Stockholder entitles it to a number of votes, in the aggregate, equal to (x) four times the aggregate number of votes attributable to the shares of our Class A common stock minus (y) the aggregate number of votes attributable to the shares of our Class C common stock. On any date on which the Ares Ownership Condition is not satisfied, the shares of our Class B common stock held by the Class B Stockholder will not be entitled to vote on any matter submitted to a vote of our stockholders. The Class C Stockholder, as the holder of our Class C common stock, is entitled to a number of votes equal to the number of AOG Units held of record by each limited partner of the AOG entities (other than us and our subsidiaries). In addition, Ares Partners Holdco LLC, in its capacity as general partner of Ares Owners, is entitled to direct the vote of all the shares of our Class A common stock held by Ares Owners. Accordingly, the Holdco Members have sufficient voting power to determine the outcome of matters submitted for a vote of our common stockholders. Furthermore, our certificate of incorporation provides that special meetings of our stockholders may be called at any time only by or at the direction of our board of directors, a record holder of our Class B common stock or stockholders representing 50% or more of the voting power of the outstanding stock of the class or classes of stock which are entitled to vote at such meeting. Our Class A common stock and our Class C common stock are considered the same class of common stock for this purpose. Each year, our board of directors determines whether, as of January 31, the total voting power held by: (i) holders of our Class C common stock; (ii) then-current or former Ares personnel (including indirectly through related entities); and (iii) Ares Owners, without duplication, is at least 10% of the voting power of the shares of our Class A common stock and the shares of our Class C common stock, voting together as a single class (the “Designated Stock”) (the “Ares Ownership Condition”). For purposes of determining whether the Ares Ownership Condition is satisfied, our board of directors will treat as outstanding, and as held by the foregoing persons, all shares of our common stock deliverable to such persons pursuant to equity awards granted to such persons. The Ares Ownership Condition is currently satisfied because Ares Owners owns a number of shares of our Class A common stock and AOG Units such that the Class C Stockholder and Ares Owners control over 70% of the voting power of the Designated Stock. In addition, certain Ares personnel (including the Holdco Members) also hold shares of our Class A common stock and are entitled to shares of our Class A common stock pursuant to equity awards. All such additional shares of our Class A common stock would be considered in determining whether the Ares Ownership Condition is satisfied. If the Ares Ownership Condition is satisfied, our certificate of incorporation provides that our board of directors will be divided into two classes: Class I directors and Class II directors. Mr. Antony P. Ressler, a Holdco Member, is the only Class I director and will continue to be a Class I director until his ownership of our common stock decreases below certain specified thresholds. All other directors are Class II directors. Furthermore, so long as the Ares Ownership Condition is satisfied, (x) a quorum for the transaction of business at any meeting of our board of directors and (y) any act of our board of directors, requires a majority of the board of directors, which majority must include the Class I director. This effectively provides Mr. Ressler a veto right over all actions taken by our board of directors. As a result of these matters and the provisions referred to under “—Due to the disparity in voting power among the classes of our common stock, holders of our Class A common stock will generally have no influence over matters on which holders of our common stock vote and limited ability to influence decisions regarding our business,” holders of our Class A common stock may be deprived of an opportunity to receive a premium for their shares of our Class A common stock in the future through a sale of AMC, and the trading prices of shares of our Class A common stock may be adversely affected by the absence or reduction of a takeover premium in the trading price. Potential conflicts of interest may arise among the Class B Stockholder and the Class C Stockholder, on the one hand, and the holders of our Class A common stock and/or Series B mandatory convertible preferred stock, on the other hand. The Class B Stockholder and the Class C Stockholder are controlled by the Holdco Members, certain of whom also serve on our board of directors and all of whom serve as executive officers. As a result, conflicts of interest may arise among the Class B Stockholder and the Class C Stockholder, and their respective controlling persons, on the one hand, and us and the holders of our Class A common stock and/or Series B mandatory convertible preferred stock, on the other hand. 82
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Table of Contents The Class B Stockholder and the Class C Stockholder, and thereby the Holdco Members, have the ability to influence our business and affairs through their ownership of the shares of our Class B common stock and the shares of our Class C common stock, respectively, and provisions under our certificate of incorporation requiring the approval of the holders of our Class B common stock for certain corporate actions. Due to the disparity in voting power among the classes of our common stock, the Class B Stockholder and the Class C Stockholder will effectively control the election of directors while the Ares Ownership Condition is satisfied, and holders of our Class A common stock will generally have limited ability to elect directors and no ability to remove any of our directors, with or without cause. As such, the Class B Stockholder and Class C Stockholder, and thereby the Holdco Members, have the ability to indirectly, and in some cases directly, influence the determination of the amount and timing of the Ares Operating Group’s investments and dispositions, cash expenditures, including those relating to compensation, indebtedness, issuances of additional partner interests, tax liabilities and amounts of reserves, each of which can affect the amount of cash that is available for distribution to holders of AOG Units. In addition, conflicts may arise relating to the selection and structuring of investments or transactions, declaring dividends and other distributions. For example, certain of our principals and senior professional owners indirectly hold their AOG Units through Ares Owners, which, unlike us, is not subject to corporate income taxation. See “—Risks Related to Taxation—Tax consequences to the direct and indirect holders of AOG Units or to general partners in our funds may give rise to conflicts of interests.” As a “controlled company,” we qualify for some exemptions from the corporate governance and other requirements of the NYSE. We are a “controlled company” within the meaning of the corporate governance standards of the NYSE. Under the NYSE rules, a company of which more than 50% of the voting power for the election of directors is held by an individual, group or another company is a “controlled company” and may elect, and we have elected, and expect to continue to elect, not to comply with certain corporate governance requirements of the NYSE, including the requirement that the listed company have a nominating and corporate governance committee that is composed entirely of independent directors. Accordingly, holders of our Class A common stock and/or Series B mandatory convertible preferred stock do not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the NYSE. Certain actions by our board of directors require the approval of the Class B Stockholder, which is controlled by the Holdco Members. Although the affirmative vote of a majority of our directors (which, so long as the Ares Ownership Condition is satisfied, must include the Class I director) is required for any action to be taken by our board of directors, certain specified actions will also require the approval of the Class B Stockholder, which is controlled by the Holdco Members. These actions consist of the following: • certain amendments to our certificate of incorporation (including amendments to the definition of “Ares Ownership Condition” therein), or the amendment or repeal, in whole or in part, of certain provisions of our bylaws relating to our board of directors and officers (including the adoption of any provision inconsistent therewith); • the sale or exchange of all or substantially all of our and our subsidiaries’ assets, taken as a whole, in a single transaction or a series of related transactions; and • the merger, consolidation or other combination of our company with or into any other person. Our certificate of incorporation states that the Class B Stockholder is under no obligation to consider the separate interests of our other stockholders and contains provisions limiting the liability of the Class B Stockholder. Due to the disparity in the voting power of the classes of our common stock, holders of our Class A common stock will generally have no influence over matters on which holders of our common stock vote. As a result, on any date on which the Ares Ownership Condition is satisfied, nearly all matters submitted to a vote of the holders of our common stock will be determined by the vote of the Class B Stockholder. Although controlling stockholders may owe duties to minority stockholders, our certificate of incorporation contains provisions limiting the duties owed by the Class B Stockholder and contains provisions allowing the Class B Stockholder to favor its own interests and the interests of its controlling persons over us and the holders of our Class A common stock. Our certificate of incorporation contains provisions stating that the Class B Stockholder is under no obligation to consider the separate interests of our other stockholders (including the tax consequences to such stockholders) in deciding whether or not to cause us to take (or decline to take) any action as well as provisions stating that the Class B Stockholder shall not be liable to our other stockholders for monetary damages or equitable relief for losses sustained, liabilities 83
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Table of Contents incurred or benefits not derived by such stockholders in connection with such decisions. See “—Potential conflicts of interest may arise among the Class B Stockholder and the Class C Stockholder, on the one hand, and the holders of our Class A common stock and/or Series B mandatory convertible preferred stock, on the other hand.” The Class B Stockholder will not be liable to us or holders of our Class A common stock for any acts or omissions unless there has been a final and non-appealable judgment determining that the Class B Stockholder acted in bad faith or with criminal intent, and we have also agreed to indemnify other designated persons to a similar extent. Even if there is deemed to be a breach of the obligations set forth in our certificate of incorporation, our certificate of incorporation provides that the Class B Stockholder will not be liable to us or the holders of our Class A common stock for any acts or omissions unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, the Class B Stockholder acted in bad faith or with criminal intent. These provisions are detrimental to the holders of our Class A common stock because they restrict the remedies available to our stockholders for actions of the Class B Stockholder. In addition, we have agreed to indemnify and hold harmless (i) each member of our board of directors and each of our officers, (ii) each holder of record of our Class B common stock, (iii) Ares Management GP LLC, in its capacity as the former general partner of our company when we were a Delaware limited partnership, and any successor or permitted assign, (iv) any person who is or was a “tax matters partner” (as defined in the Section 6231 of the Code prior to amendment by P.L. 114-74) or “partnership representative” (as defined in Section 6223 of the Code after amendment by P.L. 114-74), member, manager, officer or director of any holder of record of our Class B common stock or Ares Management GP LLC, and (v) any member, manager, officer or director of any holder of record of our Class B common stock or Ares Management GP LLC who is or was serving at the request of any holder of record of our Class B common stock or Ares Management GP LLC as a director, officer, manager, employee, trustee, fiduciary, partner, tax matters partner, partnership representative, member, representative, agent or advisor of another person (collectively, the “Indemnitees”), in each case, to the fullest extent permitted by law, on an after tax basis from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interests, settlements or other amounts arising from any and all threatened, pending or completed claim, demand, action, suit or proceeding, whether civil, criminal, administrative or investigative, and whether formal or informal, and including appeals, in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee, whether arising from acts or omissions to act occurring on, before or after the date of our certificate of incorporation. We have agreed to provide this indemnification unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or with criminal intent. The provision of our certificate of incorporation requiring exclusive venue in the Court of Chancery in the State of Delaware for certain types of lawsuits may have the effect of discouraging lawsuits against us and our directors, officers and stockholders. Our certificate of incorporation requires, to the fullest extent permitted by law, that any claim, demand, action, suit or proceeding, whether civil, criminal, administrative or investigative, and whether formal or informal, and including appeals, arising out of or relating in any way to our certificate of incorporation or any of our stock may only be brought in the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, any other court in the State of Delaware with subject matter jurisdiction. This provision may have the effect of discouraging lawsuits against us and our directors, officers and stockholders. Our ability to pay dividends to the holders of our Class A and non-voting common stock may be limited by our holding company structure, applicable provisions of Delaware law and contractual restrictions or obligations. As a holding company, our ability to pay dividends will be subject to the ability of our subsidiaries to provide cash to us. We have no material assets other than investments in the AOG entities, either directly or through subsidiaries. We have no independent means of generating revenues. Accordingly, we intend to cause the AOG entities to fund any dividends we may declare on shares of our Class A and non-voting common stock. If the AOG entities make distributions to fund such dividends, all holders of AOG Units will be entitled to receive equivalent distributions pro rata based on their partnership interests in the Ares Operating Group. Because as a U.S. corporation we will be subject to entity-level corporate income taxes and may be obligated to make payments under the TRA, the amount of dividends ultimately paid by us to holders of our Class A and non-voting common stock are generally expected to be less, on a per share basis, than the amounts distributed by the Ares Operating Group to the holders of AOG Units (including us) in respect of their or our AOG Units. 84
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Table of Contents Our dividend policy contemplates a steady quarterly dividend for each calendar year that will be based on fee related earnings after an allocation of current taxes paid. The declaration, payment and determination of the amount of quarterly dividends, if any, will be at the sole discretion of our board of directors, and reassessed each year based on the level and growth of our fee related earnings after an allocation of current taxes paid. We may change our dividend policy at any time. There can be no assurance that any dividends, whether quarterly or otherwise, can or will be paid. Our ability to make cash dividends to holders of our Class A and non-voting common stock depends on a number of factors, including among other things, general economic and business conditions, our strategic plans and prospects, our businesses and investment opportunities, our financial condition and operating results, working capital requirements and other anticipated cash needs, contractual restrictions and obligations, including fulfilling our current and future capital commitments, legal, tax and regulatory restrictions, restrictions and other implications on the payment of dividends by us to our common stockholders or by our subsidiaries to us, payments required to be made pursuant to the TRA and such other factors as our board of directors may deem relevant. Under the DGCL, we may only pay dividends to our stockholders out of: (i) our surplus, as defined and computed under the provisions of the DGCL or (ii) our net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. If we do not have sufficient surplus or net profits, we will be prohibited by law from paying any such dividend. In addition, the terms of the Credit Facility or other financing arrangements may from time to time include covenants or other restrictions that could constrain our ability to make dividends. Furthermore, the Ares Operating Group’s cash flow may be insufficient to enable them to make required minimum tax distributions to their members and partners, in which case the Ares Operating Group may have to borrow funds or sell assets, which could have a material adverse effect on our liquidity and financial condition. Our certificate of incorporation contains provisions authorizing us, subject to the approval of our stockholders, to issue additional classes or series of stock that have designations, preferences, rights, powers and duties that are different from, and may be senior to, those applicable to shares of our Class A common stock. Furthermore, by making cash dividends to our stockholders rather than investing that cash in our businesses, we risk slowing the pace of our growth, or not having a sufficient amount of cash to fund our operations, new investments or unanticipated capital expenditures, should the need arise. In addition, we have issued 30,000,000 shares of Series B mandatory convertible preferred stock with a dividend rate of 6.75% per annum on the liquidation preference thereof. The Series B mandatory convertible preferred stock ranks senior to our Class A common stock and non-voting common stock, with respect to the payment of dividends. As long as any share of Series B mandatory convertible preferred stock is outstanding, unless all accumulated and unpaid dividends on the Series B mandatory convertible preferred stock for all preceding dividend periods have been declared and paid in full or declared and set apart for payment, we may not declare, pay or set apart for payment any dividends on our Class A common stock or any other class or series of stock that ranks junior to the Series B mandatory convertible preferred stock. Dividends on the Series B mandatory convertible preferred stock are discretionary and cumulative. Holders of Series B mandatory convertible preferred stock will only receive dividends on their shares when, as and if declared by our board of directors. If dividends on the Series B mandatory convertible preferred stock have not been declared and paid for the equivalent of six or more quarterly dividend periods, whether or not consecutive, holders of Series B mandatory convertible preferred stock, together as a class with holders of any other series of parity stock with like voting rights, will be entitled to vote in an election for two additional directors to our board of directors. This right to elect additional directors to our board of directors will dilute the representation of our stockholders on our board of directors and may adversely affect the market price of our Class A common stock. When all accumulated and unpaid dividends have been paid in full, the right of the holders of Series B mandatory convertible preferred stock to elect these two additional directors will terminate, the terms of office of these two directors will forthwith terminate and the number of directors constituting our board of directors will be reduced accordingly. Additional risks related to the Series B mandatory convertible preferred stock are contained in the prospectus supplement filed with the SEC on October 9, 2024. The Class B Stockholder or the Class C Stockholder may transfer their interests in the shares of our Class B common stock or the shares of our Class C common stock, respectively, which could materially alter our operations. Subject to certain restrictions outlined in our certificate of incorporation, our stock is freely transferable and the Class B Stockholder or the Class C Stockholder may transfer their shares of our Class B common stock and our Class C common stock, respectively, to a third party without the consent of the holders of any other class or series of our stock. Further, the members of the Class B Stockholder or the Class C Stockholder may sell or transfer all or part of their limited liability company interests in the Class B Stockholder or the Class C Stockholder, respectively, at any time without restriction. Any such transfer could constitute or cause a change of control under the Investment Advisers Act, the Credit Facility or other debt instruments and/or governing documents of our funds and other vehicles, which could require consents or waivers or cause defaults under any such documents. In addition, a new holder of shares of our Class B common stock or shares of our Class C common stock, or new controlling members of the Class B Stockholder or Class C Stockholder, may choose to vote for the election of directors to our board of directors who may not be willing or able to cause us to form new funds and could cause us to form funds that 85
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Table of Contents have investment objectives and governing terms that differ materially from those of our current funds. A new holder of our Class B common stock or our Class C Common Stock, new controlling members of the Class B Stockholder or Class C Stockholder and/or the directors they each respectively may appoint to our board of directors could also have a different investment philosophy, cause us or our affiliates to employ investment professionals who are less experienced, be unsuccessful in identifying investment opportunities or have a track record that is not as successful as our track record. If any of the foregoing were to occur, we could experience difficulty in making new investments, and the value of our existing investments, our business, our results of operations and our financial condition could materially suffer. Our certificate of incorporation also provides us with a right to acquire shares of our Class A common stock under specified circumstances, which may adversely affect the price of shares of our Class A common stock. Our certificate of incorporation provides that, if at any time, either: (i) less than 10% of the total shares of any class of our stock then outstanding (other than our Class B common stock, and our Class C common stock) is held by persons other than a record holder of our Class B common stock, any person who is, was or will be a member of Ares Partners Holdco LLC or their respective affiliates or (ii) we are required to register as an investment company under the Investment Company Act, we may exercise our right to purchase shares of our Class A common stock or assign this right to a record holder of our Class B common stock or any of its affiliates. As a result, a stockholder may have his or her shares of our Class A common stock purchased from him or her at an undesirable time or price. Other anti-takeover provisions in our charter documents could delay or prevent a change in control. In addition to the provisions described elsewhere relating to the relative voting power of our classes of common stock, other provisions in our certificate of incorporation and bylaws may discourage, delay or prevent a merger or acquisition that a holder of our Class A common stock may consider favorable by, for example: • permitting our board of directors to issue one or more series of preferred stock; • providing for the loss of voting rights for certain series or classes of our capital stock; • imposing supermajority voting requirements for certain amendments to our certificate of incorporation; • requiring advance notice for stockholder proposals and nominations at annual and special meetings of our stockholders; and • placing limitations on convening stockholder meetings. These provisions may also discourage acquisition proposals or delay or prevent a change in control. Risks Related to Shares of Our Common Stock The market price and trading volume of shares of our Class A common stock may be volatile, which could result in rapid and substantial losses for holders of our Class A common stock. The market price of shares of our Class A common stock may be highly volatile and could be subject to wide fluctuations. In addition, the trading volume in shares of our Class A common stock may fluctuate and cause significant price variations to occur. If the market price of shares of our Class A common stock declines significantly, holders of our Class A common stock may be unable to resell their shares of our Class A common stock at or above their purchase price, if at all. The market price of shares of our Class A common stock may fluctuate or decline significantly in the future. In the past few years, stock markets have experienced extreme price and volume fluctuations. In the past, following periods of volatility in the overall market and the market price of a company’s securities, securities class action litigation has often been instituted against public companies. This type of litigation, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources. The market price of shares of our Class A common stock may decline due to the large number of shares of Class A common stock eligible for exchange and future sale. The market price of shares of our Class A common stock could decline as a result of sales of a large number of shares of our Class A common stock in the market and non-voting common stock, to the extent that sales happen in the future or the perception that such sales could occur, including pursuant to Rule 10b5-1 trading plans. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell shares of our Class A common stock in the future at a time and at a price that we deem appropriate. We may freely issue and sell in the future additional shares of our Class A common stock. 86
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Table of Contents In addition, some of our directors and executive officers have entered into, or may enter into, Rule 10b5-1 trading plans pursuant to which they may sell shares of our Class A common stock from time to time in the future. As of December 31, 2025, our professionals owned, indirectly, an aggregate of 105,079,121 AOG Units. We have entered into an exchange agreement with the holders of AOG Units so that such holders may, up to four times each year (subject to the terms of the exchange agreement and any contractual lock-up arrangements), exchange their AOG Units for shares of our Class A common stock on a one-for-one basis, subject to customary conversion rate adjustments for splits, stock dividends and reclassifications, or, at our option, for cash. A holder of AOG Units must exchange one AOG Unit in the Ares Operating Group entity to effect an exchange for a share of Class A common stock of AMC. Ares Owners Holdings L.P. has the right, under certain circumstances and subject to certain restrictions, to require us to register under the Securities Act shares of Class A common stock delivered in exchange for AOG Units or shares of our Class A common stock otherwise held by them. In addition, we may be required to make available shelf registration statements permitting sales of shares of our Class A common stock into the market from time to time over an extended period. Lastly, Ares Owners Holdings L.P. will have the ability to exercise certain piggyback registration rights in respect of shares of our Class A common stock held by them in connection with registered offerings requested by other registration rights holders or initiated by us. As of December 31, 2025, there were 19,760,606 unvested awards outstanding, which are subject to specified vesting requirements, and were granted to certain of our senior professionals under the 2023 Ares Management Corporation Equity Incentive Plan (the “Equity Incentive Plan”). As of December 31, 2025, 45,127,175 shares of our Class A common stock were available to be issued under the Equity Incentive Plan. We have filed a registration statement on Form S-8 with the SEC covering the shares of our Class A common stock issuable under the Equity Incentive Plan. Subject to vesting arrangements such shares of our Class A common stock are freely tradable. Vesting of those shares of restricted units would dilute the ownership interest of existing stockholders. In addition, the governing agreements of the AOG entities authorize our direct subsidiaries which are the general partners of those entities to issue an unlimited number of additional units of the Ares Operating Group entity with such designations, preferences, rights, powers and duties that are different from, and may be senior to, those applicable to the AOG Units, and which may be exchangeable for shares of our Class A common stock. Risks Related to Taxation Changes in relevant tax laws, regulations or treaties or an adverse interpretation of these items by tax authorities may adversely affect our effective tax rate, tax liability and financial condition and results. Any substantial changes in domestic or international corporate tax policies, regulations or guidance, enforcement activities or legislative initiatives may adversely affect our business, the amount of taxes we are required to pay and our financial condition and results of operations generally. Our effective tax rate and tax liability is based on the application of current income tax laws, regulations and treaties. These laws, regulations and treaties are complex, and the manner in which they apply to us and our funds is sometimes open to interpretation. Significant management judgment is required in determining our provision for income taxes, our deferred tax assets and liabilities and any valuation allowance recorded against our net deferred tax assets. Although management believes its application of current laws, regulations and treaties to be correct and sustainable upon examination by the tax authorities, the tax authorities could challenge our interpretation resulting in additional tax liability or adjustment to our income tax provision that could increase our effective tax rate. For an overview of certain relevant U.S. tax laws and relevant foreign tax laws, see “—Applicable U.S. and foreign tax law, regulations, or treaties, and changes in such tax laws, regulations or treaties or an adverse interpretation of these items by tax authorities could adversely affect our effective tax rate, tax liability, financial condition and results, ability to raise funds from certain foreign investors, increase our compliance or withholding tax costs and conflict with our contractual obligations.” The introduction of additional tax regimes both globally and domestically, the implementation of which are uncertain, require significant judgment and will depend on the facts and circumstances of each year. These regimes may not be compatible with one another and may cause adverse tax consequences. In addition, the One Big Beautiful Bill Act (“OBBBA”), enacted in July 2025, extends several provisions of the Tax Cuts and Jobs Act (“TCJA”) that were set to expire on December 31, 2025 and significantly affects U.S. federal taxes, credits and deductions. Any future legislation, regulatory guidance or changes in interpretation relating to the TCJA, the OBBBA or other tax initiatives could increase our or our investors’ tax liability, reduce after-tax returns, adversely affect fundraising, investment activity or the performance of our portfolio companies and increase our compliance and withholding tax costs. Applicable U.S. and foreign tax law, regulations, or treaties, and changes in such tax laws, regulations or treaties or an adverse interpretation of these items by tax authorities could adversely affect our effective tax rate, tax liability, financial 87
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Table of Contents condition and results, ability to raise funds from certain foreign investors, increase our compliance or withholding tax costs and conflict with our contractual obligations. Overview of certain relevant U.S. tax laws. Tax laws, regulations or treaties newly enacted or enacted in the future may cause us to revalue our net deferred tax assets and have a material change to our effective tax rate and tax liabilities. Moreover, significant management judgment is involved applying tax laws, regulations and treaties to us and our funds such that tax authorities could challenge our interpretation, resulting in additional tax liability or adjustment to our income tax provision that could increase our effective tax rate. For example, on March 11, 2021, the American Rescue Plan Act of 2021 (Pub. L. No. 117-2) (the “ARPA”) was enacted. The ARPA added a new subsection to Section 162(m) of the Code to expand the disallowance for deduction of certain compensation paid by publicly held corporations to cover the next five most highly compensated employees for the taxable year, which expansion will be effective for tax years beginning after December 31, 2026. The expansion of Section 162(m) is expected to generally reduce the amount of tax deductions available to us. In addition, on August 16, 2022, the Inflation Reduction Act (Pub. L. No. 117-169) (the “IRA”) was signed into law. The IRA introduced a 15% minimum tax (“CAMT”) for corporations whose average annual adjusted financial statement income for any consecutive three-tax-year period preceding the tax year exceeds $1 billion and a 1% excise tax on the fair market value of stock repurchased by certain corporations after December 31, 2022. The IRA has not had a material impact on our income tax liability for 2025, but if we were to reach the applicable financial statement income thresholds, the CAMT rules could increase tax compliance complexity and result in additional administrative costs and income tax liabilities. The potential impact of CAMT on future taxable years, including as early as the 2026 taxable year, will depend on the facts and circumstances of such years. Under Sections 1471 to 1474 of the Code (such Sections, along with the Treasury Regulations promulgated thereunder, “FATCA”), a broadly defined class of foreign financial institutions are required to comply with a U.S. tax reporting regime or be subject to certain U.S. withholding taxes. The reporting obligations imposed under FATCA require foreign financial institutions to enter into agreements with the IRS to obtain and disclose information about certain account holders and investors to the IRS (or in the case of certain foreign financial institutions that are resident in a jurisdiction that has entered into an intergovernmental agreement (the “IGA”) to implement this legislation, to comply with comparable foreign laws implementing the IGA). Additionally, certain foreign entities that are not foreign financial institutions are required to provide certain certifications or other information regarding their U.S. beneficial ownership or be subject to certain U.S. withholding taxes under FATCA. Failure to comply with these requirements could expose us and/or our investors to a 30% withholding tax on certain U.S. payments, and possibly limit our ability to open bank accounts and secure funding in the global capital markets. There are uncertainties regarding the implementation of FATCA and it is difficult to determine at this time what impact any future administrative guidance may have. The administrative and economic costs of compliance with FATCA may discourage some foreign investors from investing in U.S. funds, which could adversely affect our ability to raise funds from these investors or reduce the demand for shares of our Class A common stock. Moreover, we expect to incur additional expenses related to our compliance with FATCA, which could increase our tax compliance costs generally. As discussed below, other countries, such as the U.K., Luxembourg, and the Cayman Islands, have implemented regimes similar to that of FATCA, and a growing number of countries have adopted (or are in process of introducing) similar legislation designed to provide increased transparency about our investors and their tax planning and profile. One or more of these information exchange regimes are likely to apply to our funds, and we may be obligated to collect and share with applicable taxing authorities information concerning investors in our funds (including identifying information and amounts of certain income allocable or distributable to them). Overview of certain relevant foreign tax laws. HM Treasury, the Organization for Economic Co-operation and Development (the “OECD”) and other government agencies in jurisdictions where we and our affiliates invest or conduct business have maintained a focus on issues related to the taxation of businesses, including multinational entities. The U.K. has implemented two corporate criminal offenses: failure to prevent facilitation of U.K. tax evasion and failure to prevent facilitation of overseas tax evasion. Liability under these offences can be mitigated where the relevant business has in place reasonable prevention procedures. The scope of these offences is extremely wide and could have an impact on Ares’ global businesses. The U.K. has also implemented transparency legislation that requires many large businesses to publish their U.K. tax strategies and their approach to dealing with the U.K. tax authority on their websites. Our U.K. tax policy statement is published on our website. These developments show that the U.K. is seeking to bring tax matters further into the public domain. As a result, tax matters may pose an increased reputational risk to our business. The EU, the U.K. and many other countries have implemented the OECD’s Common Reporting Standard for the automatic exchange of financial account information in tax matters (the “CRS”). EU Council Directive 2011/16/EU requires a mandatory automatic exchange of information regime on administrative co-operation in the field of taxation (as amended) (the “Directive on Administrative Co-Operation” or the “DAC”). The DAC, which effectively incorporates (among other items) the CRS into European law, like the CRS, requires governments to obtain detailed account information from financial institutions 88
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Table of Contents and exchange that information automatically with other jurisdictions annually. Neither the CRS nor the DAC imposes withholding taxes. EU Council Directive 2018/822 (“DAC 6”) amended the DAC to require ‘intermediaries’ (as defined in DAC 6) and, in some cases, taxpayers to disclose information to tax authorities about cross-border arrangements bearing specific hallmarks involving one or more EU member states. Certain cross-border arrangements are reportable to relevant taxing authorities. Similar reporting rules may apply or be introduced in other jurisdictions which implement the OECD mandatory disclosure rules (“OECD MDR”). With effect from December 31, 2020, the U.K. narrowed the scope of DAC 6 and the corresponding arrangements that need to be reported in the U.K. pursuant to DAC 6 (as implemented under U.K. law by the International Tax Enforcement (Disclosable Arrangements) Regulations 2020 (the “U.K. Regulations”)). In line with OECD standards (as a minimum) on exchange of information on cross-border planning arrangements such that only arrangements, very broadly, relating to the avoidance of obligations to report information in financial accounts or that obscure beneficial ownership (Category D Hallmarks), are required to be reporting in the U.K. under DAC 6. On March 28, 2023, new U.K. regulations (the International Tax Enforcement (Disclosable Arrangements) Regulations 2023 (the “U.K. MDR Regulations 2023”)) came into force in the U.K. which repealed and replaced the U.K. Regulations. The U.K. MDR Regulations 2023 implement OECD MDR into U.K. law and require U.K. “Intermediaries” (as defined under OECD MDR), and in some cases taxpayers, to report information to HMRC about certain types of arrangements known as CRS avoidance arrangements and opaque offshore structures. The EU has also signed separate automatic exchange of information agreements with certain non-EU countries, under which the EU and the relevant jurisdiction will automatically exchange information on the financial accounts of each other’s residents. Investors in our funds will be required: (i) to consent to the taking of any action in connection with FATCA, the CRS, the DAC (including DAC 6), the OECD MDR and/or any local law relating to, implementing or having similar effect to any of these regimes, including the disclosure of information to tax authorities which may in turn be exchanged between other tax authorities; and (ii) to agree to provide the AIFM and/or the general partner with the information they require to comply with FATCA, the CRS, the DAC (including DAC 6), the OECD MDR and/or any local law relating to, implementing or having similar effect to any of these regimes in any relevant jurisdiction. The breadth of the disclosure requirements under such tax reporting regimes will likely create costs and administrative burdens and penalties and withholding taxes could be imposed for non-compliance. Pursuant to the OECD’s Base Erosion and Profit Shifting (“BEPS”) Project, many individual jurisdictions have now introduced domestic legislation implementing certain of the BEPS actions. Several of the areas of tax law (including double taxation treaties) on which the BEPS Project focuses are relevant to the ability of our funds to efficiently realize income or capital gains and to efficiently repatriate income and capital gains from the jurisdictions in which they arise to partners and, depending on the extent to and manner in which relevant jurisdictions have implemented (or implement, as the case may be) changes in such areas of tax law (including double taxation treaties), the ability of our funds to do these things may be adversely impacted. Changes in tax laws as a result of the BEPS Project may, for example, result in: (i) the restriction or loss of existing access by partners in our funds or their subsidiaries to tax relief under applicable double taxation treaties or EU directives, such as the EU Interest and Royalties Directive; (ii) restrictions on permitted levels of deductibility of expenses (such as interest) for tax purposes; (iii) rules affecting profit allocation and local nexus requirements, transfer pricing, or the treatment of hybrid entities/investments; or (iv) an increased risk of activity undertaken in a jurisdiction constituting a permanent establishment of our funds and/or any of their subsidiaries. Many of the jurisdictions in which our funds will make investments have now ratified, accepted and approved the OECD’s draft Multilateral Instrument (“MLI”) which brings into force a number of relevant changes to double tax treaties within scope. The MLI is intended to facilitate the speedy introduction by participating states of double tax treaty-related BEPS recommendations. While these changes continue to be introduced, there remains significant uncertainty as to whether and, if so, to what extent our funds or their subsidiaries may benefit from the protections afforded by such treaties and whether our funds may look to their partners in order to derive tax treaty or other benefits. This position is likely to remain uncertain for a number of years. In May 2017, the Council of the EU formally adopted the Council Directive amending Directive (EU) 2016/1164 as regards hybrid mismatches with third countries (commonly referred to as “ATAD II”), which came into force in member states on January 1, 2020 (subject to relevant derogations) and which contains a set of anti-hybrid rules. ATAD II was implemented into Luxembourg domestic law by way of a law dated December 20, 2019. ATAD II covers inter alia hybrid mismatches and imported hybrid mismatches resulting from the different characterization of a financial instrument or an entity leading to situations of deduction without inclusion or double deduction. For hybrid mismatches resulting in a situation of deduction without inclusion, the primary rule is that the member state of the payor shall deny such deduction. For hybrid mismatches resulting in a situation of double deduction, a deduction shall only be given to the member state where the payment has its source. However, if, the jurisdiction of the payee does not deny the deduction, the secondary rule would oblige the jurisdiction of the payor to deny the deduction at the level of the payor. 89
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Table of Contents If ATAD II anti-hybrid rules apply, they can act to deny (to a greater or lesser extent) deductibility in Luxembourg to corporate entities of interest/expenses or bring otherwise transparent vehicles within the charge to Luxembourg corporate tax. However, these anti-hybrid rules only apply to arrangements: (i) between associated enterprises or (ii) that constitute “structured arrangements.” In the context of hybrid mismatches resulting from the different characterization of a financial instrument, an entity will need to hold a direct or indirect interest of 25% or more of the voting rights, capital interests or rights to share a profit to be considered an associated enterprise. The 25% requirement is replaced by a 50% requirement if the hybrid mismatch results from a different characterization of an entity (i.e., a hybrid entity). With respect to the computation of this 25% or 50% threshold requirement, ATAD II makes reference to the OECD concept of “persons acting together”, as it is specifically mentioned that for purposes of the anti-hybrid rules under ATAD II, “a person who acts together with another person in respect of the voting rights or capital ownership of an entity shall be treated as holding a participation in all of the voting rights or capital ownership of that entity that are held by the other person.” However, the Luxembourg law implementing ATAD II provides that an investor in an investment fund who holds directly or indirectly less than 10% of the interest in the investment fund and who is entitled to receive less than 10% of the fund’s profits is presumed not to act together with the other investors in the same investment fund (since the investors have in principle no effective control over the investments realized by the fund), unless proved otherwise (the de minimis rule). As a consequence of this rebuttable presumption, any investor holding less than 10% in an investment fund should not be regarded as an “associated enterprise” of the fund and of any underlying Luxembourg entities. Any investor holding more than 10% will only be regarded as an “associated enterprise” if it meets the requisite threshold in its own right, or it can be demonstrated that it is acting together with other investors, which would cause it to be deemed to reach the requisite threshold. Our funds have sought their own tax advice in relation to these rules and their potential impact on our funds and their future investments. The impacts of ATAD II on interest and other finance costs in the context of European investments are jurisdiction specific and will be examined on an investment-by-investment basis. Further to the BEPS Project, and in particular BEPS Action 1 (“Addressing the Tax Challenges of the Digital Economy”), the OECD published a Report on May 31, 2019 entitled “Programme of Work to Develop a Consensus Solution to the Tax Challenges Arising from the Digitalisation of the Economy” (as updated on several occasions since and most recently on January 5, 2026 by the “Tax Challenges Arising from the Digitalisation of the Economy – Global Anti-Base Erosion Model Rules (Pillar Two), Side-by-Side Package”), which proposes fundamental changes to the international tax system. The proposals (commonly referred to as “BEPS 2.0”) are based on two “pillars”, involving the reallocation of taxing rights (“Amount A of Pillar One”), and a new global minimum corporate tax rate (“Pillar Two”). Under Amount A of Pillar One, multinational enterprises (“MNEs”) with total group revenues exceeding EUR 20 billion (or equivalent) in a given period and pre- tax profitability exceeding 10% calculated using an averaging mechanism will be subject to rules allocating 25% of profits in excess of a 10% profit margin to the jurisdictions within which they carry on business (subject to threshold rules). Certain entities are excluded, including certain investment funds and real estate investment vehicles (as respectively defined) which are the ultimate parent entity of the MNE group (and certain holding vehicles of such entities). There are also specific exclusions for MNEs carrying on specific low-risk activities, including “regulated financial services” (as defined). Pillar Two imposes a minimum effective tax rate of 15% on MNEs that have consolidated revenues of at least EUR 750 million in at least two out of the last four years (i.e., broadly those MNEs which are required to undertake country by country reporting). Pillar Two introduces two related tax measures (the “GloBE Rules”): the income inclusion rule (“IIR”) imposes a top up tax on a parent entity where a constituent member of the MNE group has low taxed income while the undertaxed payment rule (“UTPR”) applies as a backstop if the constituent member’s income is not taxed by an IIR. Specified classes of entities which are typically exempt from tax are outside the scope of the Pillar Two GloBE Rules, including investment funds and real estate investment vehicles (as respectively defined) which are the ultimate parent entity of the MNE group (and certain holding vehicles of such entities). Additionally, and part of Pillar Two but separate from the GloBE Rules, a subject to tax rule (“STTR”) will permit source jurisdictions to impose limited additional taxation on certain cross-border related party payments where the recipient is subject to a nominal corporate income tax rate (subject, in some circumstances, to certain adjustments) below 9%, which will be creditable against the GloBE Rules tax liability. The GloBE Rules must be implemented through domestic legislation, and on December 20, 2021 the OECD released Pillar Two model rules providing a template for this purpose. Many jurisdictions enacted legislation, including most EU member states pursuant to the EU minimum tax directive and the U.K., with a view to the IIR and the UTPR taking effect for fiscal years beginning on or after December 31, 2023 and December 31, 2024, respectively. Amount A of Pillar One will be implemented through a multilateral convention and the STTR will be implemented, where applicable, either through modifications to bilateral tax treaties or alternatively through a multilateral instrument. The timeline for implementation of both Amount A of Pillar One and the STTR remains uncertain. Subject to the development and implementation of both Amount A of Pillar One and Pillar Two (including the implementation of the EU minimum tax directive by EU member states) and the details of any domestic legislation, double taxation treaty amendments and multilateral agreements which are necessary to implement them, effective tax rates could increase within the fund structure or on its investments, including by way of higher levels of tax being imposed than is currently the case, possible denial of deductions or increased withholding taxes and/or profits being allocated differently and/or penalties could be due. This could 90
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Table of Contents adversely affect the returns of investors in our funds. The implementation of BEPS 2.0 in relevant jurisdictions is complex and likely to remain uncertain for a number of years. Effective April 1, 2022, the U.K. implemented a domestic ‘Qualifying Asset Holding Company’ regime, with a view to broadly making the U.K. a more attractive holding company jurisdiction. The extent to which this regime may be applicable or beneficial to and/or utilized by our funds (or their subsidiaries) remains under consideration. We will be required to pay the TRA Recipients for most of the benefits relating to our use of attributes we receive from prior and future exchanges of AOG Units and related transactions. In certain circumstances, payments to the TRA Recipients may be accelerated and/or could significantly exceed the actual tax benefits we realize. The holders of AOG Units, subject to any applicable transfer restrictions and other provisions, may, on a quarterly basis, exchange their AOG Units for shares of our Class A common stock on a one-for-one basis or, at our option, for cash. A holder of AOG Units must exchange one AOG Unit in the Ares Operating Group entity to effect an exchange for a share of Class A common stock of AMC. These exchanges are expected to result in increases (for U.S. federal income tax purposes) in the tax basis of the tangible and intangible assets of the relevant Ares Operating Group entity. These increases in tax basis generally will increase (for U.S. federal income tax purposes) depreciation and amortization deductions and potentially reduce gain on sales of assets and, therefore, reduce the amount of tax that we would otherwise be required to pay in the future, although the IRS may challenge all or part of these deductions and tax basis increases, and a court could sustain such a challenge. We have entered into a TRA with certain direct and indirect holders of AOG Units (the “TRA Recipients”) that provides for the payment (“Tax Receivable Payment”) by us to the TRA Recipients of 85% of the amount of cash tax savings, if any, in U.S. federal, state, local and foreign income tax or franchise tax that we actually realize (or are deemed to realize in the case of an early termination payment by us or a change of control, as discussed below) as a result of increases in tax basis and certain other tax benefits related to our entering into the TRA, including tax benefits attributable to payments under the TRA. Ares Owners Holdings L.P. is not entitled to any Tax Receivable Payment for taxable exchanges on or after May 1, 2023 except in certain circumstances where Ares Owners Holdings L.P. may initially receive a Tax Receivable Payment on behalf of certain TRA Recipients and subsequently pay such amount to such TRA Recipients. The payments we may make to the TRA Recipients could be material in amount and we may need to incur debt to finance payments under the TRA if our cash resources are insufficient to meet our obligations under the TRA as a result of timing discrepancies or otherwise. The actual increase in tax basis (and our ability to achieve the corresponding tax benefits), as well as the amount and timing of any payments under the TRA, will vary depending upon a number of factors, including the timing of exchanges, the price of a share of our Class A common stock at the time of the exchange, the extent to which such changes are taxable and the amount and timing of our income. In certain circumstances, payments to the TRA Recipients under the TRA could be in excess of our cash tax savings. If the IRS were to challenge a tax basis increase (or the ability to amortize such increase), the TRA Recipients will not reimburse us for any payments previously made to them under the TRA. In addition, the TRA provides that, upon a change of control, or if, at any time, we elect an early termination of the TRA, our obligations under the TRA with respect to exchanged or acquired shares of our Class A common stock (whether exchanged or acquired before or after such change of control) would be based on certain assumptions, including that we would have sufficient taxable income to fully utilize the deductions arising from the increased tax deductions and tax basis and other benefits related to entering into the TRA and, in the case of an early termination election, that any AOG Units that have not been exchanged are deemed exchanged for the market value of shares of our Class A common stock at the time of termination. Assuming that the market value of a share of our Class A common stock were to be equal to $161.63, which is the closing price per share of our Class A common stock as of December 31, 2025, and that SOFR were to be 3.87% and a blended federal and state corporate tax rate of 23.4%, we estimate that the aggregate amount of these termination payments would be approximately $2.4 billion on the 105 million AOG Units that have not been exchanged for Class A common stock. The foregoing amount is merely an estimate and the actual payments could differ materially. Tax consequences to the direct and indirect holders of AOG Units or to general partners in our funds may give rise to conflicts of interests. As a result of the tax gain inherent in our assets held by the Ares Operating Group, upon a realization event, certain direct and indirect holders of AOG Units may incur different and potentially significantly greater tax liabilities as a result of the disproportionately greater allocations of items of taxable income and gain to such holders. As these direct and indirect holders will not receive a correspondingly greater distribution of cash proceeds, they may, subject to applicable fiduciary or contractual duties, have different objectives regarding the appropriate pricing, timing and other material terms of any sale, refinancing, or disposition, or whether to sell such assets at all. Decisions made with respect to an acceleration or deferral of income or the sale or disposition of assets with unrealized built-in tax gains may also influence the timing and amount of payments that are 91
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Table of Contents received by the TRA Recipients (including, among others, the Holdco Members and other executive officers) under the TRA. In general, we anticipate that disposition of assets with unrealized built-in tax gains following an exchange will tend to accelerate such payments and increase the present value of payments under the TRA, and disposition of assets with unrealized built-in tax gains in a tax year before an exchange generally will increase an exchanging holder’s tax liability without giving rise to any rights to any payments under the TRA. Decisions made regarding a change of control also could have a material influence on the timing and amount of payments received by the TRA Recipients pursuant to the TRA. There may be potential conflicts in the tax treatment of carried interest. We may receive carried interest or incentive fees from our funds if specified returns are achieved by those funds. In certain circumstances, we may prefer to structure the fees as a special allocation of income, which we refer to as a carried interest, rather than as an incentive fee. The general partner of our funds may be entitled to receive carried interest from our funds and a significant portion of that carried interest may consist of long-term capital gains. As a U.S. corporation, we will not receive preferential treatment for long-term capital gains and we may be limited in deducting capital losses. As a result, the general partners of our funds may have interests that are not entirely aligned with our stockholders and thus, subject to their fiduciary duties to fund investors, may be incentivized to seek investment opportunities that maximize favorable tax treatment to the general partners. The tax treatment of carried interest has continued to be an area of focus for policymakers and government officials, which could result in further regulatory action by federal or state governments. Congress and the current Presidential administration may consider legislation to further extend the holding period for carried interest to qualify for long-term capital gains treatment, have carried interest taxed as ordinary income rather than as capital gain, impose surcharges on carried interest or increase the capital gains tax rate. Tax authorities and legislators in other jurisdictions in which Ares has investments or employees could clarify, modify or challenge their treatment of carried interest. For example, the U.K. government has, following a report by the Office of Tax Simplification on the U.K. Capital Gains Tax Regime, announced on October 30, 2024 that it intends to implement a new carried interest regime from April 2026. The details of such new regime remain subject to consultation and are therefore uncertain. However, the anticipated new regime is expected to result in a change to the taxation of carried interest with respect to our U.K. investment professionals. In addition, the rate of carried interest applicable to our U.K. investment professionals increased on April 6, 2025. As a result of these changes and potential changes, the amount of taxes that our employees and other key personnel would be required to pay could increase materially and could impact our ability to recruit, retain and motivate employees and key personnel in the relevant jurisdictions or could require us in certain circumstances to consider alternative or modified incentive arrangements for such employees or key personnel. Limitations on the amount of interest expense that we may deduct could materially increase our tax liability and negatively affect an investment in shares of our Class A common stock. Our deduction of net business interest expenses for each taxable year is limited generally to 30% of our “adjusted taxable income” for the relevant taxable year. Any excess business interest not allowed as a deduction in a taxable year as a result of the limitation generally will carry forward to the next year. There is no grandfather provision for outstanding debt prior to the effective date of these rules. Any failure to properly manage or address the foregoing risks may have a material adverse effect on our business, results and financial condition. General Risk Factors Security incidents or cyber-attacks, affecting us or our third-party service providers, could adversely affect our business by causing a disruption to our operations, a compromise or corruption of our confidential, personal or other sensitive information and/or damage to our business relationships or reputation, any of which could negatively impact our business, financial condition and operating results. The efficient operation of our business is dependent on information systems and technology, including computer hardware and software systems, as well as data processing systems and the secure processing, storage and transmission of information, all of which are potentially vulnerable to security incidents and cyber-attacks, which may include intentional attacks or accidental losses, either of which may result in unauthorized access to, or corruption of, our or our third-party service providers’ hardware, software, or data processing systems, or to our confidential, personal, or other sensitive information. In addition, we and our employees may be the target of fraudulent emails or other targeted attempts to gain unauthorized access to confidential, personal, or other sensitive information, which are becoming more sophisticated and difficult to detect, particularly as threat actors use artificial intelligence technologies to deploy these attacks. Artificial intelligence tools may also be susceptible to new forms of cyberattacks, such as prompt injection attacks, which may increase our cybersecurity risks where we implement artificial intelligence technologies in our business. Cybersecurity risks are also exacerbated by the rapidly 92
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Table of Contents increasing volume of highly sensitive data, including our proprietary business information and intellectual property, personal information of our employees, our investors and others, and other sensitive information that we collect, process and store in our data centers and on our networks or those of our third-party service providers. Many jurisdictions have also enacted laws requiring companies to notify individuals of data security breaches involving certain types of personal information, with which we must comply in the event of a security incident or cyber- attack. The result of any security incident or cyber-attack may include disrupted operations, including in our, our employees’, our fund investors, our counterparties’, or third parties’ operations, misstated or unreliable financial data, fraudulent transfers or requests for transfers of money, liability for stolen or improperly accessed assets or information (including personal information), fines or penalties, investigations, increased cybersecurity protection and insurance costs, litigation, or damage to our business relationships and reputation, in each case, causing our business and results of operations to suffer or otherwise causing interruptions or malfunctions in our, our employees’, our fund investors’, our counterparties’ or third parties’ operations. Although we are not currently aware of any security incidents or cyber-attacks that, individually or in the aggregate, have materially affected, or would reasonably be expected to materially affect, our operations or financial condition, there has been an increase in the frequency and sophistication of the cyber and security threats that we face, with attacks ranging from those common to businesses generally to more advanced and persistent attacks. Security incidents or cyber-attacks and other security threats could originate from a wide variety of sources, including cyber criminals, nation state hackers, hacktivists and other outside or inside parties, as well as through employee malfeasance. We, or our third-party providers, may face a heightened risk of a security breach or disruption with respect to confidential, personal or other sensitive information resulting from an attack by foreign governments or cyber terrorists. We may be a target for attacks because, as an alternative asset management firm, we hold confidential, personal and other sensitive information, including price information about existing and potential investments. Further, we are dependent on third-party service providers for hosting hardware, software and data processing systems that we do not control. We also rely on third-party service providers for certain aspects of our businesses, including for certain information systems, technology and administration of our funds and compliance matters. While we perform risk assessments on our third-party providers, our reliance on them and their potential reliance on other third-party service providers removes certain cybersecurity functions from outside of our immediate control, and cyber-attacks on our third-party service providers could adversely affect us, our business and our reputation. We cannot guarantee that third parties and infrastructure in our networks or our partners’ networks have not been compromised or that they do not contain exploitable defects or bugs that could result in a breach of or disruption to our information technology systems or the third-party information technology systems that support our services. Our ability to monitor these third parties’ information security practices is limited, and they may not have adequate information security measures in place. The costs related to cyber-attacks or other security threats or disruptions may not be fully insured or indemnified by others, including by our third-party service providers. Security incidents and cyber-attacks may originate from a wide variety of sources, and while we have implemented processes, procedures and internal controls designed to mitigate cybersecurity risks and cyber-attacks, these measures do not guarantee that a security incident or cyber-attack will not occur or that our financial results or operations will not be negatively impacted by such an incident, especially because the techniques of threat actors change frequently and are often not recognized until launched, and may be enhanced by artificial intelligence technologies. We rely on industry accepted security measures and technology to securely maintain confidential and proprietary information maintained on our information systems, as well as our policies and procedures to protect against the unauthorized or unlawful disclosure of confidential, personal or other sensitive information. Although we take protective measures and endeavors to strengthen our computer systems, software, technology assets and networks to prevent and address potential security incidents and cyber-attacks, there can be no assurance that any of these measures prove effective. We expect to be required to devote increasing levels of funding and resources to comply with evolving cybersecurity and privacy laws and regulations and to continually monitor and enhance our cybersecurity procedures and controls. Our funds’ portfolio companies also rely on similar systems and face similar risks. A disruption or compromise of these systems could have a material adverse effect on the value of these businesses. Our funds may invest in strategic assets having a national or regional profile or in infrastructure assets, the nature of which could expose them to a greater risk of being subject to a terrorist attack or cyber-attack than other assets or businesses. Such an event may have material adverse consequences on our investment or assets of the same type or may require applicable portfolio companies to increase preventative security measures or expand insurance coverage. In addition, cybersecurity is a priority for regulators in the U.S. and around the world. The SEC has adopted cybersecurity disclosure rules for public companies and has adopted amendments to Regulation S-P that require, among other things, written incident response programs, customer notification in certain circumstances and enhanced oversight of service providers. In June 2025, the SEC formally withdrew certain pending proposed rules relating to cybersecurity risk management for investment advisers and certain funds; however, regulators continue to focus on cybersecurity through examinations, 93
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Table of Contents enforcement activity and guidance, and future rulemaking could re-emerge. With regulators particularly focused on cybersecurity, we expect increased scrutiny of our policies and systems designed to manage our cybersecurity risks and our related disclosures. We also expect to face increased costs to comply with SEC rules. In addition, the SEC has indicated in recent periods that one of its examination priorities for the Division of Examinations is to continue to examine cybersecurity procedures and controls, including testing the implementation of these procedures and controls. See Item 1C—Cybersecurity for additional information regarding our cybersecurity risk management program. Technological developments in artificial intelligence could disrupt the markets in which we operate and subject us to increased competition, legal and regulatory risks and compliance costs. Artificial intelligence, including machine learning technology and generative artificial intelligence, is rapidly evolving. While the full extent of current or future risks related thereto is not possible to predict, artificial intelligence could significantly disrupt the business models and markets in which we operate and subject us to increased competition, legal and regulatory risks and compliance costs, any of which could have a material adverse effect on our business, financial condition and results of operations. We use and plan to expand our use of artificial intelligence tools and technologies in the operation of our business. These uses come with potential risks, including, but not limited to, generation of inaccurate results, misuse or disclosures of confidential information, infringement of third-party intellectual property rights, potential cybersecurity vulnerabilities, reputational risk and regulatory burdens. In addition, artificial intelligence models may create outputs that are flawed, inaccurate, biased, or that infringe or misappropriate intellectual property of third parties. The models may also be subject to new or different modes of cyber attacks, including prompt injection attacks, and such attacks may be able to circumvent cybersecurity tools and processes that we or the providers of such tools have in place. To the extent we rely on such technologies, these risks could negatively impact our business. There is also a risk that artificial intelligence tools or applications may be misused by our employees and/or third parties engaged by us. For example, an employee may input confidential information, including material non-public information, trade secrets, or personal information, into artificial intelligence technologies in a manner that results in such information becoming part of a dataset that is accessible by third-party artificial intelligence applications and users, including our competitors. Further, we may not be able to control how any third-party artificial intelligence technologies that we use are developed or maintained, or how data we input is used or disclosed, even where we have contractual protections with respect to these matters. The misuse or misappropriation of our data could have an adverse impact on our reputation and could subject us to legal and regulatory investigations and/or actions. We may also be exposed to competitive risks related to the adoption of artificial intelligence or other new technologies by others within our industry. If our competitors are more successful than us in the use of artificial intelligence or development of services or products based on artificial intelligence, or we adopt artificial intelligence at a slower pace than others, we may be at a competitive disadvantage. In addition, our investments in technology systems and artificial intelligence may not deliver the benefits we expect, which could be costly for our business. Finally, governments and regulators in the U.S. and abroad have proposed, adopted or are considering laws, regulations and guidance governing the development, deployment and use of artificial intelligence systems, including requirements relating to transparency, accountability, data governance, risk management, human oversight, cybersecurity, intellectual property and recordkeeping. For example, the European Union has adopted the EU Artificial Intelligence Act, which applies on a phased basis that began in 2025 and a numbers of U.S. states have enacted general artificial intelligence laws. These and other developments could increase our compliance costs, restrict our use of artificial intelligence in our business and investment processes, require changes to our policies, procedures, controls and vendor arrangements, and expose us to investigations, enforcement actions, litigation, fines, penalties or reputational harm. We are subject to numerous privacy laws, and violation of such laws may subject us to significant fines or penalties, litigation, or reputational damage, and new privacy laws could impact our business and financial performance. Many jurisdictions in which we operate have laws and regulations relating to data protection, privacy, cybersecurity and information security to which we may be subject, including the CCPA, the New York SHIELD Act, the GDPR and the U.K. GDPR (collectively, “Privacy Laws”). These Privacy Laws and related regulations continue to evolve and may conflict with one another, resulting in compliance challenges. Moreover, to the extent that these laws and regulations or the enforcement of the same become more stringent, or if new laws or regulations are enacted, our financial performance or plans for growth may be adversely impacted. In addition, compliance with applicable Privacy Laws may require adhering to stringent legal and operational requirements, which could increase compliance costs for us and require the dedication of additional time and 94
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Table of Contents resources to compliance. A failure to comply with applicable Privacy Laws could result in fines, sanctions, enforcement actions or other penalties or reputational damage. Further, significant actual or potential theft, loss, corruption, exposure, fraudulent use or misuse of investor, employee or other personal information, proprietary business data or other sensitive information, whether by third parties or as a result of employee malfeasance or otherwise, non-compliance with our contractual or other legal obligations regarding such data or intellectual property or a violation of our privacy and security policies with respect to such data could result in significant investigation, remediation and other costs, fines, penalties, litigation or regulatory actions against us and significant reputational harm, any of which could harm our business and results of operations. In May 2024, the SEC adopted cybersecurity regulations as an amendment to Regulation S-P designed to establish a federal “minimum standard” for covered institutions to adopt an incident response program to govern their response to any unauthorized access of customer information. The adopted rule requires compliance as of December 2025 and applies to us as it includes broker-dealers, investment companies and registered investment advisers. The amendments require implementation of written policies and procedures to safeguard customer records and information by imposing notification requirements to affected individuals whose sensitive customer information was or is reasonably likely to have been accessed or used without authorization and other requirements, such as review of incident response programs and having policies and procedures regarding compliance by third-party service providers. There may be substantial financial penalties or fines for breach of Privacy Laws (which may include insufficient security for our personal or other sensitive information). For example, the maximum penalty for breach of the GDPR is the greater of 20 million Euros and 4% of group annual worldwide turnover, and fines for each violation of the California Consumer Privacy Act are $2,500 per violation, or $7,500 per violation for intentional violations. Non-compliance with any applicable privacy or data security laws represents a serious risk to our business, and compliance may be complicated by conflicting or inconsistent laws and regulations. We may be subject to litigation risks and may face liabilities and damage to our professional reputation. In recent years, the volume of claims and amount of damages claimed in litigation and regulatory proceedings against investment managers have been increasing. We make investment decisions on behalf of investors in our funds that could result in substantial losses. This may subject us to the risk of legal liabilities or actions alleging misconduct, breach of fiduciary duty or breach of contract. Further, we may be subject to third-party litigation arising from allegations that we improperly exercised control or influence over portfolio investments. In addition, we and our affiliates that are the investment managers and general partners of our funds, our funds themselves and those of our employees who are our, our subsidiaries’ or the funds’ officers and directors are each exposed to the risks of litigation specific to the funds’ investment activities and portfolio companies and, in the case where our funds own controlling interests in public companies, to the risk of shareholder litigation by the public companies’ other shareholders. Moreover, we are exposed to risks of litigation or investigation by investors or regulators relating to our having engaged, or our funds having engaged, in transactions that presented conflicts of interest that were not properly addressed. We and our funds and their investment advisers are more generally subject to extensive regulation, which, from time to time, results in requests for information from us or our funds and their investment advisers or regulatory proceedings or investigations against us or our funds and their investment advisers, respectively. We may incur significant costs and expenses in connection with any such information requests, proceedings or investigations. Such investigations have previously and may in the future result in penalties and other sanctions. Regulatory actions and initiatives, including by the SEC, can have an adverse effect on our financial results, including as a result of the imposition of a sanction, a limitation on our or our personnel’s activities, or changing our historic practices. Even if an investigation or proceeding did not result in a sanction, or the sanction imposed against us or our personnel by a regulator were small in monetary amount, the adverse publicity relating to the investigation, proceeding or imposition of these sanctions could harm our reputation. Legal liability could have a material adverse effect on our businesses, financial condition or results of operations or cause reputational harm to us, which could harm our businesses. We depend, to a large extent, on our business relationships and our reputation for integrity and high caliber professional service offerings to attract and retain investors and to pursue investment opportunities for our funds. As a result, allegations by private actors, regulators or employees of improper conduct by us, even if unfounded, as well as negative publicity and press speculation about us, our investment activities or the investment industry in general, whether valid or not, may harm our reputation, which may be damaging to our businesses. In addition, the laws and regulations governing the limited liability of such issuers and portfolio companies vary from jurisdiction to jurisdiction, and in certain contexts, the laws of certain jurisdictions may provide not only for carve-outs from limited liability protection for the issuer or portfolio company that has incurred the liabilities, but also for recourse to assets of other entities under common control with, or that are part of the same economic group as such issuer. 95
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Table of Contents We may not be able to maintain sufficient insurance to cover us for potential litigation or other risks. We may not be able to obtain or maintain sufficient insurance on commercially reasonable terms or with adequate coverage levels against potential liabilities we may face in connection with potential claims, which could have a material adverse effect on our business. We may face a risk of loss from a variety of claims, including related to securities, antitrust, contracts, cybersecurity, fraud and various other potential claims, whether or not such claims are valid. Insurance and other safeguards might only partially reimburse us for our losses, if at all, and if a claim is successful and exceeds or is not covered by our insurance policies, we may be required to pay a substantial amount in respect of such claim. Certain losses of a catastrophic nature, such as losses arising as a result of wars, systemic risk associated with cyber-kinetic warfare, earthquakes, typhoons, terrorist attacks or other similar events, may be uninsurable or may only be insurable at rates that are so high that maintaining coverage would cause an adverse impact on our business, our funds and their portfolio companies. In general, losses related to terrorism and catastrophic nation-state hacks are becoming harder and more expensive to insure against. Some insurers are excluding terrorism coverage from their all-risk policies. In some cases, insurers are offering significantly limited coverage against terrorist acts for additional premiums, which can greatly increase the total cost of casualty insurance for a property. As a result, we, our funds and their portfolio companies may not be insured against terrorism or certain other catastrophic losses. Events which harm our reputation or brand may impact our ability to attract and retain investors and raise new capital. As fiduciaries and stewards of our client’s capital, we value and depend on the trust they place in us. Reputation is a significant factor that increases our competitive risk. See “—Risks Related to Our Businesses—The investment management business is intensely competitive.” Increased regulatory scrutiny, actions or fines, litigation, employee misconduct, failures or perceived failures to appropriately mitigate and manage ESG incidents, conflicts of interest, cyber-attacks and management of tax disputes, could among other events, harm our reputation and thus our ability to attract and retain investors and raise new capital for our funds, adversely affecting our business. While we have a robust compliance program in place and have successfully instituted a culture of compliance through our policies and procedures aimed to mitigate potential risks and enhanced regulatory action, we may be subject to new and heighted enforcement activity resulting in public sanctions or fines which could adversely impact our reputation. See “—Risks Related to Regulation.” Similarly, to the extent we experience material litigation, employee turnover or employee misconduct, our businesses and our reputation could be adversely affected, and a loss of investor confidence could result, which could adversely impact our ability to raise future funds. Our ability to appropriately mitigate, manage and address conflicts of interests among our stakeholders could also result in increased reputational risk. Further, the impact of events which may harm our reputation and brand are heightened given media and public focus on the externalities of activities unrelated to our business, the pervasiveness of social media and public interest in the financial services and alternative investment management industry generally. The increasing prevalence of artificial intelligence may lead to faster and wider dissemination of any adverse publicity or inaccurate information about us, making effective remediation more difficult and further magnifying the reputational risks associated with negative publicity. Item 1B. Unresolved Staff Comments None. 96
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Table of Contents Item 1C. Cybersecurity Assessment, Identification and Management of Material Risks from Cybersecurity Threats Our cybersecurity strategy prioritizes the detection and analysis of, and response to, known, anticipated or unexpected threats, effective management of security risks and resilience against cyber incidents. Our enterprise-wide cybersecurity program is aligned to the National Institute of Standards and Technology Cybersecurity Framework. Our cybersecurity risk management processes include technical security controls, policy enforcement mechanisms, monitoring systems, tools and related services, which include tools and services from third- party providers, and management oversight to assess, identify and manage risks from cybersecurity threats. We have implemented and continue to implement risk-based controls designed to prevent, detect and respond to information security threats and protect our information, our information systems, and the information of our investors, employees and other third parties who entrust us with their sensitive information. Our cybersecurity program includes physical, administrative and technical safeguards, and we maintain plans and procedures designed to help us prevent and timely and effectively respond to cybersecurity threats and incidents. Through our cybersecurity risk management process, we seek to monitor cybersecurity vulnerabilities and potential attack vectors, evaluate the potential operational and financial effects of any threat and mitigate such threats. The assessment of cybersecurity threats is integrated into our Enterprise Risk Management program, which is overseen by our Enterprise Risk Committee (the “ERC”), as discussed below. In addition, we periodically engage third-party consultants and engage with key vendors to assist us in assessing, enhancing, implementing, and monitoring our cybersecurity risk management programs and responding to incidents. Our cybersecurity risk management and awareness programs include periodic identification and testing of vulnerabilities, regular phishing simulations and annual general cybersecurity awareness and data protection training. We also have annual certification requirements for employees with respect to certain policies supporting the cybersecurity program including information security and electronic communications, data protection and privacy. We undertake periodic internal security reviews of our information systems and related controls, including systems affecting personal data and the cybersecurity risks of our critical third-party service providers and other partners. We also complete periodic external reviews of our cybersecurity program and practices, which include assessments of our data protection practices and targeted attack simulations. In the event of a cybersecurity incident, we have developed an incident response plan that provides guidelines for responding to an incident and facilitates coordination across multiple operational functions. The incident response plan includes notification to the applicable members of cybersecurity leadership, including the Chief Information Security Officer (“CISO”), and, as appropriate, escalation to the full ERC and/or an internal ad-hoc group of senior employees, tasked with helping to manage the cybersecurity incident. Depending on their nature, incidents may also be reported to our audit committee of the board of directors and to our full board of directors, if appropriate. Material Impact of Risks from Cybersecurity Threats We have not experienced an information security breach incident that has materially affected our business strategy, results of operations or financial condition. The expenses we have incurred from information security breach incidents have been immaterial, and we are not aware of any cybersecurity risks that are reasonably likely to materially affect our business. However, future incidents could have a material impact on our business strategy, results of operations or financial condition. For additional discussion of the risks posed by cybersecurity threats, see “Item 1A. Risk Factors—General Risk Factors—Security incidents or cyber-attacks, affecting us or our third-party service providers, could adversely affect our business by causing a disruption to our operations, a compromise or corruption of our confidential, personal or other sensitive information and/or damage to our business relationships or reputation, any of which could negatively impact our business, financial condition and operating results.” Oversight of Cybersecurity Risks Our cybersecurity program is managed by a dedicated internal cybersecurity team, which is responsible for enterprise-wide cybersecurity strategy, policies, standards, engineering, architecture and processes. The team is led by our CISO who has a Master’s degree in Cybersecurity from Brown University and over 25 years of experience advising on, and managing risks from cybersecurity threats as well as developing and implementing cybersecurity policies and procedures. The CISO reports cybersecurity updates to the ERC. The ERC is a committee that governs and oversees our Enterprise Risk Program, including cybersecurity. The ERC includes our Chief Executive Officer, Co- Presidents, Chief Financial Officer, General Counsel, Chief Information Officer, Chief Compliance Officer and Head of Enterprise Risk, who acts as chairperson of the ERC. The ERC, 97
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Table of Contents through regular consultation with the internal cybersecurity team, assesses, discusses, and prioritizes our approach to high-level risks, mitigating controls, and ongoing cybersecurity efforts. The audit committee has primary responsibility for oversight and review of guidelines and policies with respect to risk assessment and risk management, including cybersecurity. Periodically, reports are provided to our audit committee as well as the full board of directors, as appropriate, on cybersecurity matters, primarily through presentations by the CISO and the Head of Enterprise Risk. Such reporting includes updates on our cybersecurity program, the external threat environment, and our programs to address and mitigate the risks associated with the evolving cybersecurity threat environment. These reports also include updates on our preparedness, prevention, detection, responsiveness, and recovery with respect to cyber incidents. 98
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Table of Contents Item 2. Properties Our principal executive offices are located in leased office space at 1800 Avenue of the Stars, Suite 1400, Los Angeles, California. We also lease office space in New York, London and other cities around the world. We do not own any real property. We consider these facilities to be suitable and adequate for the management and operation of our businesses. Item 3. Legal Proceedings From time to time, we, our executive officers, directors and our funds and their investment advisers, and their respective affiliates and/or any of their respective principals and employees are subject to legal proceedings, including those arising from our management of such funds. Additionally, we and our funds and their investment advisers are also subject to extensive regulation, which, from time to time, results in requests for information from us or our funds and their investment advisers or legal or regulatory proceedings or investigations against us or our funds and their investment advisers, respectively. We incur significant costs and expenses in connection with any such proceedings, information requests and investigations. Item 4. Mine Safety Disclosures Not applicable. 99
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Table of Contents PART II. Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our Class A common stock is traded on the NYSE under the symbol “ARES.” Our common shares began trading on the NYSE on May 2, 2014. The number of holders of record of our Class A common stock as of February 19, 2026 was 133, which does not include the number of shareholders that hold shares in “street name” through banks or broker-dealers. Ares Management GP LLC is the sole holder of shares of our Class B common stock and Ares Voting LLC is the sole holder of shares of our Class C common stock. Stock Performance Graph The following graph depicts the total return to holders of our Class A common stock from the closing price on December 31, 2020 through December 31, 2025, relative to the performance of the S&P 500 Index and the Dow Jones U.S. Asset Managers Index. The graph assumes $100 invested on December 31, 2020 and dividends received reinvested in the security or index. The performance graph is not intended to be indicative of future performance. The performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any of our filings under the Securities Act or the Exchange Act. Total Return Performance Table 100
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Table of Contents Issuer Purchases of Equity Securities None. Dividend Policy for the Series B Mandatory Convertible Preferred Stock The Series B mandatory convertible preferred stock accumulates dividends at a rate per annum equal to 6.75% on the liquidation preference thereof, payable when, as and if declared by the our board of directors, out of funds legally available for their payment to the extent paid in cash, quarterly in arrears on January 1, April 1, July 1 and October 1 of each year, beginning on January 1, 2025 and concluding on October 1, 2027. As of December 31, 2025, we had 30,000,000 shares of our Series B mandatory convertible preferred stock outstanding. During 2024, we declared dividends of $0.759375 per share to holders of record of shares of the Series B mandatory convertible preferred stock with respect to the fourth quarter of 2024, or approximately $22.8 million. During 2025, we declared a dividend each quarter of $0.84375 (totaling $3.375 annually) per share to holders of record of shares of the Series B mandatory convertible preferred stock, or approximately $101.3 million. In February 2026, our board of directors declared a quarterly dividend of $0.84375 per share of Series B mandatory convertible preferred stock payable on April 1, 2026 to preferred stockholders of record on March 15, 2026. Dividend Policy for Class A and Non-Voting Common Stock During 2024, we declared a dividend each quarter of $0.93 (totaling $3.72 annually) per share to Class A common stockholders and non-voting common stockholders, or approximately $743.0 million. During 2025, we declared a dividend each quarter of $1.12 (totaling $4.48 annually) per share to Class A and non-voting common stockholders, or approximately $985.5 million. In February 2026, our board of directors declared a quarterly dividend of $1.35 per share of Class A and non-voting common stock with respect to the first quarter of 2026 payable on March 31, 2026 to common stockholders of record at the close of business on March 17, 2026. Our dividend policy for our Class A and non-voting common stock is more closely aligned with our core management fee business. We intend to provide a fixed quarterly dividend for each calendar year that will be based on our expected fee related earnings after an allocation of current taxes paid, with future potential changes based on the level and growth of the metric. Subject to the approval of our board of directors, we intend to pay a dividend of $1.35 per share of our Class A and non-voting common stock per quarter in 2026. Our fixed dividend will be reassessed each year based upon the level and growth of our fee related earnings after an allocation of current taxes paid. As fee related earnings reflect the core earnings of our business and consist of management fees, other fees and fee related performance revenues less compensation and benefits and general and administrative expenses, having our dividend based on this amount removes volatility from our dividend and provides more predictability to investors on an annual basis. Our dividend policy reflects our intention to retain realized net performance income, which excludes our fee related performance revenues. We expect to use such retained earnings to fund future growth with the objective of accelerating our fee related earnings growth per share, as well as for potential stock repurchases. However, the declaration, payment and determination of the amount of future dividends, if any, is at the sole discretion of our board of directors, which may change our dividend policy at any time. The payment of cash dividends is subject to compliance with DGCL. In addition, under the Credit Facility, certain subsidiaries of the Ares Operating Group are prohibited from paying dividends in certain circumstances, including if an Event of Default (as defined in the Credit Facility) has occurred and is continuing. Because AMC is a holding company and has no material assets other than its indirect ownership of AOG Units, we fund dividends by AMC on shares of our Class A and non-voting common stock, if any, in three steps: • first, we cause the AOG entities to make distributions to their partners, including AMC and its direct subsidiaries. If the AOG entities make such distributions, the partners of the AOG entities will be entitled to receive equivalent distributions based on their partnership units in the Ares Operating Group (except as set forth in the following paragraph); 101
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Table of Contents • second, we cause AMC’s direct subsidiaries to distribute to AMC their share of such distributions, net of any taxes and amounts payable under the tax receivable agreement by such direct subsidiaries; and • third, AMC pays such distributions to our holders of our Class A and non-voting common stock, net of any taxes and amounts payable under the tax receivable agreement, on a pro rata basis. Because we and our direct subsidiaries that are corporations for U.S. federal income tax purposes may be required to pay corporate income and franchise taxes and make payments under the tax receivable agreement, the dividend amounts ultimately paid by us to holders of our Class A and non-voting common stock are expected to be generally less, on a per share basis, than the amounts distributed by the AOG entities to their respective partners in respect of their AOG Units. In addition, governing agreements of the AOG entities provide for cash distributions, which we refer to as “tax distributions,” to the partners of such entities if the general partners of the AOG entities determine that the taxable income of the AOG entities gives rise to taxable income for its partners. Generally, these tax distributions are computed based on our estimate of the net taxable income of the entity multiplied by an assumed tax rate equal to the highest effective marginal combined U.S. federal, state and local income tax rate prescribed for an individual or corporate resident in Los Angeles, California or New York, New York, whichever is higher (taking into account the non- deductibility of certain expenses and the character of our income). The Ares Operating Group makes tax distributions only if and to the extent distributions from such entities for the relevant year were otherwise insufficient to cover such tax liabilities. We expect any dividends paid out of current or accumulated earnings and profits to U.S. individuals and certain other qualifying holders of our Class A and non-voting common stock to constitute “qualified dividend” income that is generally taxed at a more favorable tax rate than the ordinary income tax rate, if the requisite holding periods have been met. If the dividend exceeds current and accumulated earnings and profits, the excess is treated as a nontaxable return of capital, reducing the stockholder’s tax basis in its shares to the extent of such shareholder’s tax basis in such shares. Any remaining excess is treated as capital gain. Because U.S. corporations are taxed on their own taxable income, and because owners of such entities are taxed on any dividends paid from such entities, there are two levels of potential tax upon income earned by such entities. Unregistered Sales of Equity Securities and Purchases of Equity Securities None. Item 6. [Reserved] 102
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Table of Contents Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations AMC is a Delaware corporation. Unless the context otherwise requires, references to “Ares,” “we,” “us,” “our,” and the “Company” are intended to mean the business and operations of AMC and its consolidated subsidiaries. The following discussion analyzes the financial condition and results of operations of the Company. “Consolidated Funds” refers collectively to certain Ares funds, co-investment vehicles, structured financing vehicles, CLOs and SPACs that are required under generally accepted accounting principles in the United States (“GAAP”) to be consolidated within our consolidated financial statements included in this Annual Report on Form 10-K. Additional terms used by the Company are defined in the Glossary and throughout the Management’s Discussion and Analysis in this Annual Report on Form 10-K. The following discussion and analysis should be read in conjunction with the consolidated financial statements of AMC and the related notes included in this Annual Report on Form 10-K. This section of the Annual Report on Form 10-K discusses activity as of and for the years ended December 31, 2025 and 2024. For discussion on activity for the year ended December 31, 2023 and period-over-period analysis on results for the year ended December 31, 2024 to 2023, refer to Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024. We have reclassified certain prior period amounts to conform to the current year presentation. Amounts and percentages presented throughout our discussion and analysis of financial condition and results of operations may reflect rounded results in thousands (unless otherwise indicated) and consequently, totals may not appear to sum. In addition, illustrative charts may not be presented at scale. “NM” refers to not meaningful. Period-over-period analysis for current year compared to prior year may be deemed to be not meaningful and are designated as “NM” within the discussion and analysis of financial condition and results of operations. Trends Affecting Our Business We believe that our disciplined investment philosophy across our distinct but complementary investment groups contributes to the stability of our performance throughout market cycles. For the year ended December 31, 2025, 93% of our management fees were derived from perpetual capital vehicles or long-dated funds. Our funds have a stable base of committed capital enabling us to invest in assets with a long- term focus over different points in a market cycle and to take advantage of market volatility. However, our results from operations, including the fair value of our AUM, are affected by a variety of factors. Conditions in the global financial markets and economic and political environments may impact our business, particularly in the U.S., Europe and APAC. The following table presents returns of selected market indices: Returns (%) Type of Index Name of Index Region Year ended December31, 2025 High yield bonds ICE BAML High Yield Master II Index U.S. 8.5 High yield bonds ICE BAML European Currency High Yield Index Europe 5.3 Leveraged loans S&P UBS Leveraged Loan Index U.S. 5.9 Leveraged loans S&P UBS Western European Leveraged Loan Index Europe 4.0 Equities S&P 500 Index U.S. 17.9 Equities MSCI All Country World Ex-U.S. Index Non-U.S. 33.1 Infrastructure equities S&P Global Infrastructure Index Global 22.6 Real estate equities FTSE NAREIT All Equity REITs Index U.S. (1.7) Real estate equities FTSE EPRA/NAREIT Developed Europe Index Europe 2.3 Real estate equities Tokyo Stock Exchange REIT Index APAC 21.8 Despite periods of volatility in 2025 driven by interest rate cuts and tariff-related uncertainty, markets largely remained resilient across regions and asset classes. U.S. and European high yield bonds and leveraged loans delivered stable returns, supported by strong credit metrics and sustained investor demand. The U.S. and international public equity markets generated positive performance supported by the macroeconomic conditions across regions. 103
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Table of Contents Global commercial real estate markets experienced mixed performance throughout the year. The U.S. real estate market slightly declined amid broader policy uncertainty and weaker sector performance, while the European real estate market continued to recover with support from declining interest rate expectations. While performance varies by sector and geography, we believe multifamily and industrial properties will continue to benefit from favorable long-term structural trends. In addition, renewable energy has continued to scale, with strong transaction volumes supporting elevated revenue contract prices amid positive demand momentum. The climate infrastructure market remained resilient, bolstered by continued progress in clean energy deployment, the expansion of digital infrastructure and the adoption of artificial intelligence. Private equity activity improved during the year, supported by interest rate cuts and moderating inflation. Transaction and exit activity accelerated amid a narrowing valuation gap between buyers and sellers. We believe that stabilized market conditions, with a renewed focus on value creation strategies that emphasize operational improvements, selective deployment, talent optimization and digital transformation are essential to support long-term momentum. We believe our portfolios across all strategies remain well positioned for a fluctuating interest rate environment. On a market value basis, approximately 85% of our debt assets and 52% of our total assets were floating rate instruments as of December 31, 2025. In 2025, several central tenets contributed to the growth of our platform, including: • Our ability to fundraise and increase AUM and fee paying AUM. During the year ended December 31, 2025, we raised $113.2 billion of gross new capital across our commingled funds, SMAs, wealth products and other vehicles, and continued to expand our investor base, raising capital from over 190 different investment vehicles and over 540 institutional investors, including over 235 direct institutional investors that were new to Ares. Our fundraising efforts helped drive AUM growth of 29% for 2025. During 2026, we expect that our fundraising will come from a combination of our existing and new strategies in the Americas, Europe and APAC. As of December 31, 2025, AUM not yet paying fees includes $78.8 billion of AUM available for future deployment and $4.3 billion of development assets not yet stabilized that could collectively generate approximately $730.4 million in potential incremental annual management fees. Our potential future deployment, the creation of new development assets and the stabilization of existing development assets, coupled with our future fundraising prospects, creates additional opportunity to increase our management fees in 2026. • Our ability to attract new capital and investors with our broad multi-asset class product offering. Our ability to attract new capital and investors in our funds is driven, in part, by the extent to which they continue to see the alternative asset management industry generally, and our investment products specifically, as an attractive vehicle for capital appreciation and income generation. We continually seek to create avenues to meet our investors’ evolving needs by offering an expansive range of funds, developing new products and creating managed accounts and other investment vehicles tailored to our investors’ goals. We continue to expand our product offerings and distribution relationships throughout the wealth channel with our global wealth management offerings, as well as the needs of traditional institutional investors, such as pension funds, sovereign wealth funds and endowments. If market volatility persists or increases, investors may seek absolute return strategies that seek to mitigate volatility. We offer a variety of investment strategies depending upon investors’ risk tolerance and expected returns. • Our disciplined investment approach and successful deployment of capital. Our ability to maintain and grow our revenue base is dependent upon our ability to successfully deploy the capital that our investors have committed to our funds. Under our disciplined investment approach, we deploy capital only when we have sourced a suitable investment opportunity at an attractive price. During the year ended December 31, 2025, we deployed $145.8 billion of gross capital across our investment groups compared to $106.7 billion deployed in 2024. We believe we continue to be well-positioned to invest our assets opportunistically. As of December 31, 2025, we had $156.0 billion of dry powder compared to $133.1 billion as of December 31, 2024. • Our ability to invest capital and generate returns through market cycles. The strength of our investment performance affects investors’ willingness to commit capital to our funds. The flexibility of the capital we are able to attract is one of the main drivers of the growth of our AUM and the management fees we earn. Current market conditions and a changing regulatory environment have created opportunities for Ares’ businesses, which utilize flexible investment mandates to manage portfolios through market cycles. See “Item 1. Business—Overview” for a comprehensive overview of our business, and “Item 1A. Risk Factors” for a discussion of the risks our businesses are subject to, both included in this Annual Report on Form 10-K. 104
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Table of Contents Managing Business Performance Operating Metrics We measure our business performance using certain operating metrics that are common to the alternative investment management industry and are discussed below. Assets Under Management AUM refers to the assets we manage and is viewed as a metric to measure our investment and fundraising performance as it reflects assets generally at fair value plus available uncalled capital. The tables below present rollforwards of our total AUM by segment ($ in millions): CreditGroup Real AssetsGroup SecondariesGroup Private EquityGroup OtherBusinesses Total AUM Balance at 12/31/2024 $ 348,858 $ 75,298 $ 29,153 $ 24,041 $ 7,096 $ 484,446 Acquisitions — 45,281 — 856 — 46,137 New par/equity commitments 36,518 14,316 11,855 2,282 7,129 72,100 New debt commitments 30,389 9,611 1,083 — — 41,083 Capital reductions (13,310) (3,275) (280) (55) — (16,920) Distributions (15,997) (6,382) (963) (2,031) (1,349) (26,722) Redemptions (3,695) (1,164) (154) — (510) (5,523) Net allocations among investment strategies 2,582 272 73 — (2,927) — Change in fund value 21,521 5,131 1,389 195 (332) 27,904 Balance at 12/31/2025 $ 406,866 $ 139,088 $ 42,156 $ 25,288 $ 9,107 $ 622,505 CreditGroup Real AssetsGroup SecondariesGroup Private EquityGroup OtherBusinesses Total AUM Balance at 12/31/2023 $ 299,350 $ 65,413 $ 24,760 $ 24,551 $ 4,772 $ 418,846 Acquisitions 362 2,488 — — 71 2,921 New par/equity commitments 39,343 7,367 4,453 519 6,442 58,124 New debt commitments 29,268 4,049 625 — — 33,942 Capital reductions (10,546) (1,086) — (4) — (11,636) Distributions (16,864) (3,475) (880) (704) (817) (22,740) Redemptions (5,252) (1,093) — (2) — (6,347) Net allocations among investment strategies 2,828 20 25 (47) (2,826) — Change in fund value 10,369 1,615 170 (272) (546) 11,336 Balance at 12/31/2024 $ 348,858 $ 75,298 $ 29,153 $ 24,041 $ 7,096 $ 484,446 The components of our AUM are presented below ($ in billions): AUM: $622.5 AUM: $484.4 FPAUM Non-fee paying AUM not yet paying fees (1) Includes $18.2 billion and $14.4 billion of AUM of funds from which we indirectly earn management fees as of December 31, 2025 and 2024, respectively, and includes $5.1 billion and $4.7 billion of non-fee paying AUM from our general partner and employee commitments as of December 31, 2025 and 2024, respectively. (1) 105
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Table of Contents Please refer to “— Results of Operations by Segment” for a more detailed presentation of AUM by segment for each of the periods presented. Fee Paying Assets Under Management FPAUM refers to AUM from which we directly earn management fees and is equal to the sum of all the individual fee bases of our funds that directly contribute to our management fees. The tables below present rollforwards of our total FPAUM by segment ($ in millions): CreditGroup Real AssetsGroup SecondariesGroup Private EquityGroup OtherBusinesses Total Balance at 12/31/2024 $ 209,145 $ 44,088 $ 22,401 $ 11,427 $ 5,492 $ 292,553 Acquisitions — 30,467 — 1,118 — 31,585 Commitments 28,769 8,004 6,205 564 5,907 49,449 Deployment/increase in leverage 34,118 6,527 1,132 65 395 42,237 Capital reductions (10,404) (1,190) — (11) — (11,605) Distributions (18,755) (6,854) (348) (916) (1,286) (28,159) Redemptions (3,335) (1,164) (154) — — (4,653) Net allocations among investment strategies 2,858 247 73 — (3,178) — Change in fund value 7,067 2,811 302 (284) (180) 9,716 Change in fee basis 353 1,129 (130) 2,474 — 3,826 Balance at 12/31/2025 $ 249,816 $ 84,065 $ 29,481 $ 14,437 $ 7,150 $ 384,949 CreditGroup Real AssetsGroup SecondariesGroup Private EquityGroup OtherBusinesses Total Balance at 12/31/2023 $ 185,280 $ 41,338 $ 19,040 $ 13,124 $ 3,575 $ 262,357 Acquisitions 244 1,554 — — 55 1,853 Commitments 19,326 3,440 2,793 — 5,745 31,304 Deployment/increase in leverage 29,479 3,180 395 47 174 33,275 Capital reductions (11,972) (12) — — — (11,984) Distributions (14,843) (2,157) (505) (54) (817) (18,376) Redemptions (5,252) (1,093) — (2) — (6,347) Net allocations among investment strategies 3,453 20 — — (3,473) — Change in fund value 2,144 (156) 41 (21) 234 2,242 Change in fee basis 1,286 (2,026) 637 (1,667) (1) (1,771) Balance at 12/31/2024 $ 209,145 $ 44,088 $ 22,401 $ 11,427 $ 5,492 $ 292,553 The charts below present FPAUM by its fee bases ($ in billions): FPAUM: $384.9 FPAUM: $292.6 Invested capital Market value/reported value Capital commitments Collateral balances (at par) GAV (1) Includes $91.8 billion and $71.9 billion from funds that primarily invest in illiquid strategies as of December 31, 2025 and 2024, respectively. The underlying investments held in these funds are generally subject to less market volatility than investments held in liquid strategies. (1) 106
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Table of Contents Please refer to “— Results of Operations by Segment” for detailed information by segment of the activity affecting total FPAUM for each of the periods presented. Perpetual Capital Assets Under Management The chart below presents our perpetual capital AUM by segment and type ($ in billions) Credit RealAssets Secondaries OtherBusinesses Publicly-TradedVehicles PerpetualWealthVehicles PrivateCommingledVehicles ManagedAccounts Management Fees By Type We view the duration of funds we manage as a metric to measure the stability of our future management fees. For the years ended December 31, 2025 and 2024, 93% and 95%, respectively, of management fees were earned from perpetual capital or long-dated funds. The charts below present the composition of our segment management fees by fund type: Perpetual Capital -Publicly-TradedVehicles Perpetual Capital -Perpetual WealthVehicles Perpetual Capital -Private CommingledVehicles Perpetual Capital -Managed Accounts Long-DatedFunds Other (1) Long-dated funds generally have a contractual life of five years or more at inception. (1) 107
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Table of Contents Available Capital and Assets Under Management Not Yet Paying Fees The charts below present our available capital and AUM not yet paying fees by segment ($ in billions): Credit Real Assets Secondaries Private Equity Other Businesses As of December 31, 2025, AUM not yet paying fees includes $78.8 billion of AUM available for future deployment and $4.3 billion of development assets not yet stabilized that could collectively generate approximately $730.4 million in potential incremental annual management fees, which represents a 23% embedded growth rate in our 2025 base management fees. Incentive Eligible Assets Under Management and Incentive Generating Assets Under Management The charts below present our IEAUM and IGAUM by segment ($ in billions): Credit Real Assets Secondaries Private Equity Other Businesses 108
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Table of Contents The charts below present our IGAUM by strategy for funds generating fee related performance revenues and net fee related performance revenues by strategy as of and for the years ended: Real Estate U.S. DirectLending European DirectLending Alternative Credit Private EquitySecondaries (1) Fee related performance revenues by strategy is presented net of the associated fee related performance compensation. Fund Performance Metrics Fund performance information for our funds considered to be “significant funds” is included throughout this discussion with analysis to facilitate an understanding of our results of operations for the periods presented. Our significant funds are commingled funds that either contributed at least 1% of our total management fees or comprised at least 1% of our total FPAUM for each of the last two consecutive quarters. In addition to management fees, each of our significant funds may generate carried interest or incentive fees upon the achievement of performance hurdles. The fund performance information reflected in this discussion and analysis is not indicative of our overall performance. An investment in Ares is not an investment in any of our funds. Past performance is not indicative of future results. As with any investment, there is always the potential for gains as well as the possibility of losses. There can be no assurance that any of these funds or our other existing and future funds will achieve similar returns. Fund performance metrics for significant funds may be marked as “NM” as they may not be considered meaningful due to the limited time since the initial investment and/or early stage of capital deployment. To further facilitate an understanding of the impact a significant fund may have on our results, we present our drawdown funds as either harvesting investments or deploying capital to indicate the fund’s stage in its life cycle. A fund harvesting investments is past its investment period and opportunistically seeking to monetize investments, while a fund deploying capital is generally seeking new investment opportunities. 109
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Table of Contents Components of Consolidated Results of Operations GCP Acquisition Overview On March 1, 2025, we completed the GCP Acquisition. The GCP Acquisition added complementary logistics and digital infrastructure investment capabilities and expanded our geographic presence. The activities of GCP International are included within the Real Assets Group segment. The GCP Acquisition added geographic exposure in Asia with a significant logistics platform in Japan, logistics platforms in emerging economies such as Brazil and Vietnam and an expanded presence in Europe and the U.S. The GCP Acquisition has broadened our vertically integrated operating and development capabilities across sectors and regions. We anticipate that the size and composition of fees earned, particularly our other fees, will be impacted by these expanded capabilities. The activities of GCP International are reflected within our results of operations beginning on March 1, 2025. Therefore, our analysis compared to the prior year will lack comparability, particularly in our Real Assets Group segment. Because the activities of GCP International represent 10 months of activity within the year ended December 31, 2025, we will separately discuss the significant impact of the GCP Acquisition within our discussion of our results of operations. In addition, various components of the agreed-upon purchase price for the GCP Acquisition are required to be accounted for as compensation because the payments were made to certain individuals that became Ares employees on March 1, 2025. Because they are required to be accounted for as compensation, these amounts have been excluded from purchase consideration and will have a varying impact on our results of operations in the current year as well as in future periods. We expect expenses to fluctuate during an integration period as we continue to seek to generate more cost savings and to execute on synergy opportunities. In connection with the GCP Acquisition, we also entered into contingent compensation arrangements with the sellers and with certain of its professionals that became Ares employees. The portion of the arrangements that are attributable to the sellers represents a component of purchase consideration that will be accounted for as contingent consideration. The portion of the arrangements that are attributable to the professionals that became Ares employees requires continued service through the measurement periods and will be accounted for as compensation. These arrangements will have a varying impact on our results of operations in the current year as well as in future periods that is dependent on these classifications as well as the expected attainment of the measurement criteria. For further discussion, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations— Consolidated Results of Operations of the Company” as well as “Note 3. Business Combinations” and “Note 9. Commitments and Contingencies” within our consolidated financial statements. Revenues Management Fees. The investment adviser of our funds generally receives an annual management fee based on a percentage of capital commitments, invested capital, NAV or the fair value of assets, among others. For certain of our SMAs, we receive an annual management fee based on a percentage of invested capital or NAV throughout the term of the SMA. We also may receive other fees, including agency and arrangement fees. In certain circumstances, we are contractually required to offset certain amounts of these other fees against management fees relating to the applicable fund. The investment adviser of each of our CLOs typically receives annual management fees based on the gross aggregate collateral balance for CLOs, at par, adjusted for cash and defaulted or discounted collateral. The management fees of CLOs accounted for approximately 2% of our total management fees on a consolidated basis and 3% on an unconsolidated basis for the year ended December 31, 2025. The management fees we receive from our drawdown style funds are typically payable on a quarterly basis over the life of the fund and do not fluctuate with the changes in value of the underlying investments within the fund. The investment management agreements we enter into with clients in connection with contractual SMAs may generally be terminated by such clients with reasonably short prior written notice. Typically, terminations do not require liquidation of assets so that SMAs will continue to pay fees until the underlying investments are liquidated. The management fees we receive from our SMAs are generally paid on a periodic basis (typically quarterly, subject to the termination rights described above) and are based on either invested capital or on the net asset value of the SMA. 110
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Table of Contents Details regarding our management fees by strategy, excluding our publicly-traded funds and our perpetual wealth vehicles described separately, are presented below: Strategy Fee Rate Fee Base Average RemainingContract Term Credit Group Liquid Credit 0.25% - 1.00% Par plus cash or NAV 9.3 years Alternative Credit 0.50% - 1.50% NAV, gross asset value, capital commitments or invested capital 3.2 years Opportunistic Credit 1.50% Invested capital or aggregate cost basis of unrealized portfolio investments 7.3 years U.S. and European Direct Lending 0.75% - 1.50% Invested capital, NAV or total assets (in certain cases, excluding cash andcash equivalents) 5.5 years APAC Credit 1.00% - 2.00% Capital commitments, aggregate cost basis of unrealized portfolioinvestments or a combination thereof 4.3 years Real Assets Group Real Estate 0.45% - 1.50% Capital commitments, invested capital, GAV, NAV, aggregate cost basis ofunrealized portfolio investments or a combination thereof 4.6 years Infrastructure 0.75% - 1.50% Capital commitments, invested capital, GAV or NAV 6.3 years Secondaries Group Private Equity, Real Estate, Infrastructureand Credit Secondaries 0.50% - 1.25% Capital commitments, invested capital, reported value (largely representingNAV of each fund’s underlying limited partnership interests), called capitalplus unfunded commitments or reported value plus unfunded commitments 8.1 years Private Equity Group Corporate Private Equity 1.50% Capital commitments 5.9 years APAC Private Equity 1.00% - 2.00% Invested capital, capital commitments or a combination thereof 4.7 years Other Businesses Ares Insurance Solutions 0.28% Monthly weighted average market value of assets N/A (1) Represents the average remaining contract term pursuant to the funds’ governing documents within each strategy, excluding perpetual capital vehicles, as of December 31, 2025. (2) Liquid credit includes the syndicated loan, high yield bond and multi-asset credit strategies. Fee ranges for syndicated loans generally remain unchanged at the close of the re- investment period. In certain cases, CLOs may be called upon demand by subordinated noteholders prior to the management contract term expiration date. The funds in the high yield bond and multi-asset credit strategies are generally open-ended or managed account structures, which typically do not have investment period termination or management contract expiration dates. (3) Fee range represents typical range during the investment period. Management fees for opportunistic credit funds generally step down to between 1.00% to 1.25% of the invested capital or the aggregate cost basis of unrealized portfolio investments following the expiration or termination of the investment period. (4) Following the expiration or termination of the investment period, the fee basis for certain closed-end funds and managed accounts in this strategy generally change either to the aggregate cost or to market value of the portfolio investments. (5) Certain funds pay a lower management fee rate on committed capital which increases when such capital is invested. The funds in this strategy are comprised of closed-end funds, with investment period termination or management contract termination dates. The funds also include co-investment accounts with fees ranging from 0.25% to 1.00%, which generally do not include investment period termination or management contract termination dates. (6) Certain funds pay a lower management fee rate on committed capital which increases when such capital is invested. Following the expiration or termination of the investment period the basis on which management fees are earned for certain closed-end funds, managed accounts and co-investment vehicles in this strategy changes from committed capital to invested capital with no change in the management fee rate. Our diversified non-traded REIT and our industrial non-traded REIT pay management fees based on NAV plus net capital raised and outstanding from our 1031 exchange programs. In addition, certain real estate funds pay a management fee of 7.50% of net operating income. For these funds, we present an effective fee rate as a percentage of GAV. (7) Fee range represents typical range during the investment period. Certain funds pay a lower management fee rate on committed capital which increases when such capital is invested. The infrastructure opportunities funds generally step down the fee base to the aggregated adjusted cost of unrealized portfolio investments, while retaining the same fee rate, following the expiration or termination of the investment period. (8) Funds in each strategy are comprised of closed-end funds with either investment period termination or management contract termination dates and certain open-end accounts that generally do not have termination dates. (9) Fee rate represents typical rate during the investment period. Management fees for corporate private equity funds generally step down to 0.75% to 1.00% of the aggregate adjusted cost of unrealized portfolio investments following the earlier to occur of: (i) the expiration or termination of the investment period; and (ii) the activation of a successor fund. (10) Fee rate represents typical rate during the investment period. Management fees for APAC private equity funds generally step down the fee base to the aggregate adjusted cost of unrealized portfolio investments following the expiration or termination of the investment period. The funds also include co-investment vehicles with fee rates of 2.00%, which are excluded from the calculation of average remaining contract term because they will generally cease at the same time as the related funds. (11) Ares Insurance Solutions earns a tiered management fee that starts at 0.30% and steps down to 0.15% of the monthly weighted average market value. Ares Insurance Solutions generally includes open-ended or managed account structures, which typically do not have investment period termination or management contract expiration dates. (1) (2) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11) (11) 111
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Table of Contents The investment advisory and management agreements of our publicly-traded funds and our perpetual wealth vehicles must be reviewed or approved annually by their independent boards of directors. Details regarding our base management fees from our publicly-traded funds and our perpetual wealth vehicles are presented below: Vehicle Strategy Annual Fee Rate Fee Base Credit Group ARCC U.S. Direct Lending 1.50% Total assets (other than cash and cash equivalents) ARDC Liquid Credit 1.00% Total assets minus liabilities (other than liabilities relating to indebtedness) ASIF U.S. Direct Lending 1.25% NAV CADC U.S. Direct Lending 1.25% Total assets minus liabilities (other than liabilities relating to indebtedness) Open-Ended Sports, Media andEntertainment Opportunities Fund U.S. Direct Lending 1.40% NAV Open-Ended European Direct Lending Fund European DirectLending 1.25% NAV Open-Ended European Direct LendingELTIF European DirectLending 1.25% NAV Real Assets Group ACRE Real Estate 1.50% Stockholders’ equity Diversified Non-Traded REIT Real Estate 1.10% NAV Industrial Non-Traded REIT Real Estate 1.25% NAV J-REIT Real Estate Various •Comprised of multiple components, including:◦0.18% on total assets (“J-REIT Fee I”)◦3.50% on net operating income (“J-REIT Fee II”)◦Sum of J-REIT Fee I and J-REIT Fee II, multiplied by 0.033%, multipliedby earnings per outstanding investment unit Open-Ended Core Infrastructure Fund Infrastructure 1.25% NAV Secondaries Group APMF Private EquitySecondaries 1.40% Total assets (including any assets relating to indebtedness or preferred sharesthat may be issued) minus liabilities (other than liabilities relating toindebtedness) Part I Fees are based on net investment income (before Part I Fees and Part II Fees, where applicable), subject to hurdle rates as presented for each applicable fund below. No fees are recognized until net investment income exceeds the hurdle rate, with a catch-up provision to ensure that we receive the annual fee rate of the net investment income from the first dollar earned. Vehicle Strategy Annual FeeRate Hurdle Rate Catch-Up Provision Credit Group ARCC Part I Fees U.S. Direct Lending 20% 1.75% per quarter or 7% per annum 20% ASIF Part I Fees U.S. Direct Lending 12.5% 1.25% per quarter or 5% per annum 12.5% CADC Part I Fees U.S. Direct Lending 15% 1.50% per quarter or 6% per annum 15% Open-Ended European Direct Lending Fund Part I Fees European Direct Lending 12.5% 1.25% per quarter or 5% per annum 12.5% Open-Ended European Direct Lending ELTIF Part IFees European Direct Lending 12.5% 1.25% per quarter or 5% per annum 12.5% Real Assets Group Open-Ended Core Infrastructure Fund Part I Fees Infrastructure 12.5% 1.25% per quarter or 5% per annum 12.5% We are party to contractual expense support agreements with certain perpetual wealth vehicles under which we may advance a portion of certain expenses to support distribution efforts to investors. These expenses are subject to reimbursement from the perpetual wealth vehicles and may result in a reduction to our Part I Fees until expenses have been recovered. Incentive Fees. The general partners, managers or similar entities of certain of our funds receive incentive fees, a performance-based fee representing a portion of the investment returns of the applicable fund for a specified measurement period, generally one year, subject to certain net loss carry-forward provisions, high-watermarks and/or preferred returns. These performance-based fees may also be based on a fund’s cumulative net investment returns for the measurement period, in some cases subject to a high-watermark or a preferred return. Incentive fees are realized at the end of a measurement period, typically quarterly or annually. Realized incentive fees are generally higher during the second half of the year, aligning with the 112
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Table of Contents measurement period that typically ends at the end of the calendar year. Once realized, such incentive fees are not subject to repayment. Cash from the realizations is typically received in the period subsequent to the measurement period. Incentive fees are composed of both fee related performance revenues, which are earned from perpetual capital vehicles, and those incentive fees earned from funds with stated investment periods. Details regarding our fee related performance revenues from our publicly-traded funds and our perpetual wealth vehicles are presented below: Vehicle Strategy Fee Rate Fee Base Annual HurdleRate Real Assets Group ACRE Real Estate 20% The difference between ACRE’s core earnings (as defined in ACRE’smanagement agreement) and its shareholders’ return on equity 8% Diversified Non-Traded REIT andIndustrial Non-Traded REIT Real Estate 12.5% Annual investment returns, subject to certain net loss carry-forward provisions 5% Secondaries Group APMF Private EquitySecondaries 12.5% Quarterly investment returns, subject to certain net loss carry-forwardprovisions N/A We are party to contractual expense limitation agreements with certain perpetual wealth vehicles under which we may advance a portion of certain expenses to reduce the perpetual wealth vehicles’ expense ratios. Such expenses are subject to reimbursement from the perpetual wealth vehicles and may result in a reduction to our fee related performance revenues until the expenses have been recovered. Details regarding our fee related performance revenues by strategy, excluding our publicly-traded funds and our perpetual wealth vehicles described above, are presented below: Strategy Fee Rate Fee Base Annual Hurdle Rate Credit Group Alternative Credit 15% Incentive eligible fund’s profits 6% U.S. and European Direct Lending 8% - 16% Incentive eligible fund’s profits 5% - 8% Real Assets Group Real Estate 15% - 20% Incentive eligible fund’s profits 6% - 8% Details regarding our incentive fees earned from funds with stated investment periods, which are generally based on a fund’s eligible profits, are presented below: Strategy Fee Rate Annual Hurdle Rate Credit Group Liquid Credit 10% - 20% 3% - 12% Alternative Credit 12.5% - 20% 6% - 7% U.S. and European Direct Lending 10% - 15% 5% - 8% Real Assets Group Real Estate 15% - 20% 6% - 8% Infrastructure Secondaries Group Private Equity Secondaries 10% 8% (1) We may receive Part II Fees from certain publicly-traded funds and perpetual wealth vehicles, which are not paid unless these funds achieve cumulative aggregate realized capital gains (net of cumulative aggregate realized capital losses and aggregate unrealized capital depreciation), subject to certain catch-up provisions. Such fees are presented as incentive fees earned from funds with stated investment periods. (1) (1) (1) 113
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Table of Contents Carried Interest Allocation. Carried interest allocation is recognized based on changes in valuation of our funds’ investments that exceed certain preferred returns as set forth in each respective partnership agreement. Carried interest allocation is based on the amount that would be due to us pursuant to the fund partnership agreement at each period end as if the funds were liquidated at such date. Accordingly, the amount recognized as carried interest allocation reflects our share of the fair value gains and losses of the associated funds’ underlying investments measured at their then-current fair values relative to the fair values as of the end of the prior period. Investment returns of one fund are not offset between or among funds. Funds generally follow either an American-style waterfall or a European-style waterfall. For American-style waterfalls, we in our role as general partner are entitled to receive carried interest after a fund investment is realized if the investors in the fund have received distributions in excess of the capital contributed for such investment and all prior realized investments (plus allocable expenses), as well as the preferred return. For European-style waterfalls, we in our role as general partner are entitled to receive carried interest if the investors in the fund have received distributions in an amount equal to all prior capital contributions (plus allocable expenses), as well as a preferred return. For most funds, the carried interest is subject to a preferred return ranging from 5% to 10%, after which there is typically a catch-up allocation to the general partner. Generally, if at the termination of a fund (and in some cases at interim points in the life of a fund), the fund has not achieved investment returns that exceed the preferred return threshold or the general partner receives net profits over the life of the fund in excess of its allocable share under the applicable partnership agreement, the general partner will be obligated to repay an amount equal to the extent the previously distributed carried interest exceeds the amounts to which the general partner is entitled. These repayment obligations may be related to amounts previously distributed to us and our senior professionals and are generally referred to as contingent repayment obligations. Certain funds may make distributions to their partners to provide them with cash sufficient to pay applicable federal, state and local tax liabilities attributable to the fund’s income that is allocated to them. These distributions are referred to as tax distributions and are not subject to contingent repayment obligations. Tax distributions from European-style waterfall funds generally precede investors in the fund receiving the preferred return. Contingent repayment obligations operate with respect to only a given fund’s net investment performance, and carried interest of other funds are not netted for determining this contingent obligation. Although a contingent repayment obligation is several to each person who received a distribution, and not a joint obligation, and our professionals who receive carried interest have guaranteed repayment of such contingent obligation, the governing agreements of our funds generally provide that, if a recipient does not fund his or her respective share, we may have to fund such additional amounts beyond the amount of carried interest we retained, although we generally will retain the right to pursue remedies against those carried interest recipients who fail to fund their obligations. Details regarding our carried interest, which is generally based on a fund’s eligible profits, are presented below: Strategy Fee Rate Annual Hurdle Rate Credit Group Alternative Credit 20% 6% Opportunistic Credit 20% 8% U.S. and European Direct Lending 10% - 20% 5% - 8% APAC Credit 15% - 20% 6% - 8% Real Assets Group Real Estate 10% - 20% 6% - 10% Infrastructure 15% - 20% 7% - 8% Secondaries Group Private Equity, Real Estate, Infrastructure and Credit Secondaries 10% - 15% 7% - 8% Private Equity Group Corporate Private Equity and APAC Private Equity 15% - 20% 8% Other Businesses Ares Insurance Solutions 20% 8% For detailed discussion of contingencies on carried interest, see “Note 9. Commitments and Contingencies,” within our consolidated financial statements and “Item 1A. Risk Factors—Risks Related to Our Funds—We may need to pay “clawback” or “contingent repayment” obligations if and when they are triggered under the governing agreements with our funds” included in this Annual Report on Form 10-K. 114
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Table of Contents Performance Income. Performance income is a term that we use to refer to a sub-set of performance-based fees and includes both carried interest and incentive fees earned from funds with stated investment periods and excludes fee related performance revenues. Principal Investment Income (Loss). Principal investment income (loss) consists of interest and dividend income and net realized and unrealized gains (losses) on equity method investments where we serve as general partner. Interest and dividend income are recognized on an accrual basis to the extent that such amounts are expected to be collected. A realized gain (loss) may be recognized when all or a portion of our investment is returned to us. Unrealized gains (losses) on investments result from appreciation (depreciation) in the fair value of our investments, as well as reversals of previously recorded unrealized appreciation (depreciation) at the time the gain (loss) on an investment becomes realized. Administrative, Transaction and Other Fees. Details regarding our administrative, transaction and other fees are presented below, which are typically payable at the time of the related transaction, unless otherwise noted: Administrative fees Represent fees that we earn for providing administrative services to certain funds and may reflect either expense reimbursements for thecost of certain professionals that perform services for a fund or may be based on fixed percentage of a fund’s invested capital. Typicallypayable quarterly Transaction fees Typically represent fees earned from the arrangement and origination of loans and are generated primarily from funds within our directlending strategy. Fees are based on a fixed percentage of original issue discount for our direct lending funds Other fees: Capital markets transaction fees Represent fees earned by AMCM for participating as an underwriter, placement agent and/or acting as advisor on capital marketstransactions Property-related fees represent fees earned from real estate and digital infrastructure funds and include the following: Acquisition fees Based on a percentage of a property’s cost at the time of property acquisition Development fees Based on a percentage of costs to develop a property and recognized over the development period. Typically payable monthly or atvarying milestones throughout the development period Leasing fees Based on a percentage of rental income at lease execution, lease commencement or lease renewal Property management fees Based on a percentage of rental income or net operating income over the time associated property management services are provided.Typically payable monthly throughout the tenancy period Sale and distribution fees represent fees earned for the sale and distribution of fund shares in our perpetual wealth vehicles and include the following: Sales-based fees Based on a percentage of sales or subscriptions to investors in our perpetual wealth vehicles. Sales-based fees are reported net of amountsre-allowed to participating broker-dealers for their sales platform services. Typically payable quarterly throughout the service period Asset-based fees Based on the NAV of applicable funds and asset classes. Asset-based fees are reported net of amounts re-allowed to participating broker-dealers for their ongoing shareholder services. Typically payable quarterly throughout the service period Exchange program fees Based on a percentage of the value associated with the properties transacted through our 1031 exchange programs. Exchange programfees are recognized when investors contribute real property through like-kind 1031 exchanges for fund shares and through other privateplacements. These fees are composed of a program administration fee and a facilitation fee for advisory services and sales-based efforts,respectively Expenses Compensation and Benefits. Compensation generally includes salaries, bonuses, health and welfare benefits, payroll-related taxes, Part I Fee compensation, fee related performance compensation and equity compensation. We use changes in headcount, which represents the full- time equivalency of active employees during each period, to analyze changes in certain compensation and benefits expenses, primarily salaries, benefits and payroll-related taxes. Incentive-based compensation is typically correlated to the operating performance of our segments and is accrued over the service period to which it relates. Our discretionary incentive-based compensation includes our annual bonus pool, is based on our operating performance and may fluctuate throughout the year until payments are made. The majority of our annual bonus payments are made in the fourth quarter. Certain of our senior partners are not paid an annual salary or bonus, instead they only receive distributions based on their ownership interest when declared by our board of directors. Part I Fee compensation and fee related performance compensation represent approximately 60% of Part I Fees and of fee related performance revenues, respectively, before giving effect to payroll-related taxes. We also reduce certain Part I Fee compensation and fee related performance compensation by a portion of the supplemental distribution fees paid to the extent that Part I Fees and fee related performance revenues are earned from certain perpetual wealth vehicles. We pay sales-based bonuses for the sale and distribution of our wealth products, including our exchange programs associated with our non-traded REITs. Incremental changes in fair value of certain contingent liabilities established in connection with our various acquisitions are recognized ratably over the service period and are also presented within compensation and benefits. Equity compensation represents a form of non-cash compensation that we use to align our employees with the long-term interests of our shareholders. Equity-based awards are typically granted in the form of restricted units or restricted stock 115
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Table of Contents (collectively “unvested awards”) that vest over service periods up to five years from the grant date. We issue equity awards with a long-term focus of limiting the average dilutive impact on our Class A common stockholders to no more than 1.5% annually. Because we withhold shares equal to the fair value of our employee tax withholding liabilities and pay the taxes on their behalf in cash, fewer net shares are issued upon vesting. This result has reduced the average annual dilutive impact of these awards to less than 1.0% annually. We expect the expenses recognized in connection with these awards to fluctuate with changes in the price of our Class A common stock. Performance Related Compensation. Performance related compensation includes compensation directly related to carried interest allocation and incentive fees earned from funds with stated investment periods, generally consisting of percentage interests that we grant to our professionals. Depending on the nature of each fund, the performance related compensation generally represents 60% to 80% of the carried interest allocation and incentive fees recognized by us before giving effect to payroll-related taxes. In certain instances, we may transfer our rights to performance income to structured financing vehicles that we manage. Although these transfers typically result in a reclassification of the associated performance income to investment income, we remain obligated to compensate our professionals who retain the rights to their allocation of performance income, which continue to be reported within performance related compensation. Performance related compensation may also include a portion of the profits from certain of our strategic investments that are payable to professionals although the profits generated from these strategic investments represent investment income and are not reported within performance income. The performance related compensation payable is calculated based upon the recognition of carried interest allocation and is not paid to recipients until the carried interest allocation is received. Performance related compensation may include allocations to charitable organizations as part of our philanthropic initiatives. Although the majority of changes in performance related compensation are directly correlated with changes in carried interest allocation and incentive fees reported within our segment results, this correlation does not always exist when our results are reported on a fully consolidated basis in accordance with GAAP. This discrepancy is caused when carried interest allocation and incentive fees earned from our Consolidated Funds is eliminated upon consolidation and performance related compensation is not, and similarly, investment income associated with strategic investments that generate profits interests for our professionals are not presented within performance income. General, Administrative and Other Expenses. General and administrative expenses include costs primarily related to occupancy, professional services, travel, information services and information technology costs, marketing costs, depreciation, amortization of intangibles and other general operating items. These expenses are largely influenced by changes in headcount growth, fundraising activities or strategic initiatives/acquisitions. Marketing costs include placement fees and supplemental distribution fees. Placement fees are fundraising costs for campaign funds and include: (i) upfront fees based on commitments to a fund; and (ii) service fees for periodic investor services that are recognized as services are provided. Supplemental distribution fees are fundraising costs associated with wealth products, generally paid to strategic investors and/or financial intermediaries for the distribution of shares and may be upfront on a portion of sales, ongoing as a percentage of net asset value or temporary in the form of a fee concession. Expenses of Consolidated Funds. Consolidated Funds’ expenses consist primarily of costs incurred by our Consolidated Funds, including professional services fees, research expenses, trustee fees, travel expenses and other costs associated with organizing and offering these funds. Other Income (Expense) Net Realized and Unrealized Gains (Losses) on Investments. A realized gain (loss) may be recognized when all or a portion of our investment is returned to us. Unrealized gains (losses) on investments result from the change in appreciation (depreciation) in the fair value of our investments. Interest and Dividend Income. Interest and dividend income is primarily generated from investments in CLOs and other strategic investments where we do not serve as general partner. Interest and dividend income are both recognized on an accrual basis to the extent that such amounts are expected to be collected. Interest Expense. Interest expense includes interest related to our Credit Facility, which has a variable interest rate based upon SOFR plus a credit spread that is adjusted with changes to corporate credit ratings, and to our senior and subordinated notes, each of which have fixed coupon rates. 116
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Table of Contents Other Income (Expense), Net. Other income (expense), net consists of (i) transaction gains (losses) on the revaluation of assets and liabilities denominated in currencies other than an entity’s functional currency; (ii) changes in fair value of contingent earnout arrangements; and (iii) other non-operating and non-investment related activities, such as loss on disposal of assets, among other items. Net Realized and Unrealized Gains (Losses) on Investments of Consolidated Funds. Realized gains (losses) may arise from dispositions of investments held by our Consolidated Funds. Unrealized gains (losses) are recorded to reflect the change in appreciation (depreciation) of investments held by the Consolidated Funds due to changes in fair value of the investments. Interest and Other Income of Consolidated Funds. Interest and other income of Consolidated Funds primarily includes interest and dividend income generated from the underlying investments of our Consolidated Funds. Interest Expense of Consolidated Funds. Interest expense primarily consists of interest related to our Consolidated CLOs’ loans payable and, to a lesser extent, revolving credit lines, term loans and notes of other Consolidated Funds. The interest expense of the Consolidated CLOs is solely the responsibility of such CLOs, and there is no recourse to us if the CLO is unable to make interest payments. Income Taxes AMC is a corporation for U.S. federal income tax purposes and is subject to U.S. federal, state and local corporate income taxes at the entity level on its share of net taxable income. In addition, the AOG entities and certain of AMC’s subsidiaries operate in the U.S. as partnerships or disregarded entities for U.S. federal income tax purposes and as corporate entities in certain foreign jurisdictions. These entities, in some cases, are subject to U.S. state or local income taxes or foreign income taxes. Our effective tax rate is the result of AMC’s net taxable income and the applicable U.S. federal, state and local income taxes as well as, in some cases, foreign income taxes. Net taxable income is based on AMC’s ownership of the AOG entities. As such, our effective tax rate will be directly impacted by changes in AMC’s ownership of the AOG entities and changes to statutory rates in the U.S. and other foreign jurisdictions and, to a lesser extent, income taxes that are recorded for certain affiliated funds and co-investment vehicles that are consolidated in our financial results. The majority of our Consolidated Funds are not subject to income tax as the funds’ investors are responsible for reporting their share of income or loss on a pass-through basis. To the extent required by federal, state and foreign income tax laws and regulations, certain funds may incur income tax liabilities. Redeemable and Non-Controlling Interests Net income (loss) attributable to redeemable and non-controlling interests in Consolidated Funds represents the income (loss) attributable to ownership interests that third parties hold in entities that are consolidated within our consolidated financial statements. Net income (loss) attributable to redeemable and non-controlling interests in AOG entities represents results attributable to the owners of AOG Units and other ownership interests that are not held by AMC. Net income (loss) attributable to redeemable interest in AOG entities represents income generated by certain non-controlled investments owned by a third-party. Net income (loss) attributable to redeemable interest in AOG entities is allocated based on the ownership percentage attributable to the redeemable interest. Net income (loss) attributable to non-controlling interests in AOG entities is generally allocated based on the weighted average daily ownership of the other AOG unitholders, except for income (loss) generated from certain joint venture partnerships. Net income (loss) is allocated to other strategic distribution partners with whom we have established joint ventures based on the respective ownership percentages and based on the activity of certain membership interests. For additional discussion on components of our consolidated results of operations, see “Note 2. Summary of Significant Accounting Policies,” within our consolidated financial statements included in this Annual Report on Form 10-K. 117
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Table of Contents Consolidation and Deconsolidation of Ares Funds We consolidate (i) entities that we have both significant economics and the power to direct the activities of the entity that impact economic performance; and (ii) entities in which we hold a majority voting interest or has majority ownership and control over the operational, financial and investing decisions of that entity. Certain funds that have historically been consolidated in the financial statements may no longer be consolidated because: (i) such funds have been liquidated or dissolved; or (ii) we are no longer deemed to have a controlling interest in the entity. Consolidated Funds represented approximately 6% of our AUM as of December 31, 2025 and 3% of total revenues for the year ended December 31, 2025. The activity of the Consolidated Funds is reflected within the consolidated financial statement line items indicated by reference thereto. The impact of consolidation also typically will decrease revenues reported under GAAP to the extent these amounts are eliminated upon consolidation. The assets and liabilities of our Consolidated Funds are held within separate legal entities and, as a result, the liabilities of our Consolidated Funds are typically non-recourse to us. Generally, the consolidation of our Consolidated Funds has a significant gross-up effect on our assets, liabilities and cash flows but has no net effect on the net income attributable to us or our stockholders’ equity, except where accounting for a redemption or liquidation preference requires the reallocation of ownership based on specific terms of a profit sharing agreement. The net economic ownership interests of our Consolidated Funds, to which we have no economic rights, are reflected as redeemable and non-controlling interests in the Consolidated Funds within our consolidated financial statements. Redeemable interest in Consolidated Funds represented the shares issued by our SPAC that were redeemable for cash by the public shareholders until the completion of a business combination or tender offer associated with shareholder approval provisions. We have transferred certain financial interests to structured financing vehicles that we manage, including but not limited to collateralized fund obligations, rated note feeders and private asset-backed notes, among other secondary solutions. These financial interests include our capital interests and rights to performance income in funds that we manage. The purpose of these transferred interests is to provide collateral or other forms of similar credit-enhancement, including subordination and liquidity support, to the structured financing vehicles. These structured financing vehicles are typically designed to meet investors’ risk-return, liquidity, diversification and risk-based capital treatment objectives and to support capital raising efforts across our platform. The transfer of these financial interests does not subject us to the additional risk of loss; instead our maximum risk of loss equals the value of our transferred interest and only in the event that the returns generated by the structured financing vehicles do not meet stated performance thresholds. These structured financing vehicles typically represent variable interest entities that are consolidated with our results. As a result, the financial interests that we transfer will typically be reclassified from investments in the funds that we manage and/or from accrued performance income to investments of the Consolidated Funds upon consolidation. Any future investment income and performance income resulting from these financial interests will be presented within the results of operations of our Consolidated Funds as a result of consolidation. The performance of our Consolidated Funds is not necessarily consistent with, or representative of, the combined performance trends of all of our funds. For the actual impact that consolidation had on our results and further discussion on consolidation and deconsolidation of funds, see “Note 16. Consolidation” within our consolidated financial statements included herein. 118
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Table of Contents Results of Operations Consolidated Results of Operations Although the consolidated results presented below include the results of our operations together with those of the Consolidated Funds and other joint ventures, we separate our analysis of those items primarily impacting the Company from those of the Consolidated Funds. The following table presents our summarized consolidated results of operations ($ in thousands): Year ended December 31, Favorable (Unfavorable) 2025 2024 $ Change % Change Total revenues $ 5,601,482 $ 3,884,781 $ 1,716,701 44% Total expenses (4,708,766) (2,938,691) (1,770,075) (60) Total other income, net 394,177 329,262 64,915 20 Less: Income tax expense 198,535 164,617 (33,918) (21) Net income 1,088,358 1,110,735 (22,377) (2) Less: Net income attributable to non-controlling interests in Consolidated Funds 253,904 295,772 (41,868) (14) Net income attributable to Ares Operating Group entities 834,454 814,963 19,491 2 Less: Net income attributable to redeemable interest in Ares Operating Group entities 1,349 103 1,246 NM Less: Net income attributable to non-controlling interests in Ares Operating Group entities 305,743 351,118 (45,375) (13) Net income attributable to Ares Management Corporation 527,362 463,742 63,620 14 Less: Series B mandatory convertible preferred stock dividends declared 101,250 22,781 78,469 NM Net income attributable to Ares Management Corporation Class A and non-voting commonstockholders $ 426,112 $ 440,961 (14,849) (3) Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 Consolidated Results of Operations of the Company The following discussion sets forth information regarding our consolidated results of operations: Revenues Year ended December 31, Favorable (Unfavorable) 2025 2024 $ Change % Change Revenues Management fees $ 3,680,467 $ 2,942,126 $ 738,341 25% Carried interest allocation 1,153,976 390,180 763,796 196 Incentive fees 362,453 344,157 18,296 5 Principal investment income 48,149 45,424 2,725 6 Administrative, transaction and other fees 356,437 162,894 193,543 119 Total revenues $ 5,601,482 $ 3,884,781 1,716,701 44 Management Fees. Within the Credit Group, our publicly-traded funds and our perpetual wealth vehicles contributed an increase in management fees of $172.8 million for the year ended December 31, 2025 compared to the prior year, primarily driven by increases in the average size of their portfolios. Capital deployment in private funds within our direct lending and alternative credit strategies led to a rise in FPAUM, contributing to an increase in management fees of $112.5 million for the year ended December 31, 2025 compared to the prior year. Within the Real Assets Group, funds that we manage as a result of the GCP Acquisition generated $202.8 million in additional management fees for the year ended December 31, 2025. In addition, management fees also increased by $20.3 million for the year ended December 31, 2025 compared to the prior year, driven by the WSM Acquisition, which began generating fees in the fourth quarter of 2024. In addition, Part I Fees increased by $74.5 million for the year ended December 31, 2025 compared to the prior year. The increase in Part I Fees were primarily attributable to ASIF, our open-ended European direct lending fund, our open-ended core infrastructure fund and CADC driven by increase in net investment income from their growing portfolio of investments. For detail regarding the fluctuations of management fees within each of our segments, see “—Results of Operations by Segment.” 119
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Table of Contents Carried Interest Allocation. The following table sets forth carried interest allocation by segment ($ in millions): Year ended December 31, 2025 2024 Credit funds $ 756.0 $ 607.2 Real Assets funds 100.4 105.7 Secondaries funds 49.0 (19.5) Private Equity funds 177.0 (294.4) Other businesses 143.0 26.8 Elimination of carried interest from Consolidated Funds (31.6) (26.8) Carried interest of non-controlling interests in consolidated subsidiaries (39.8) (8.8) Carried interest allocation $ 1,154.0 $ 390.2 The activity was principally composed of the following: Year ended December 31, 2025 Year ended December 31, 2024 Credit funds • Primarily from one opportunistic credit fund, four direct lending funds and twoalternative credit funds with $42.6 billion of IGAUM generating returns in excess of theirhurdle rates: ◦ Within our opportunistic credit funds, Ares Special Opportunities Fund II, L.P. (“ASOF II”) generated carried interest allocation of $174.7 million, driven by improvedprofitability of portfolio companies that operate in the services, healthcare and industrialindustries ◦ Within our direct lending funds, Ares Capital Europe V, L.P. (“ACE V”), Ares CapitalEurope VI, L.P. (“ACE VI”), Ares Private Credit Solutions II, L.P. (“PCS II”) and Ares Capital Europe IV, L.P. (“ACE IV”) generated carried interest allocation of$130.7 million, $119.2 million, $89.7 million and $36.5 million, respectively, driven bynet investment income during the period ◦ Within our alternative credit funds, Ares Pathfinder Fund II, L.P. (“Pathfinder II”) andAres Pathfinder Fund, L.P. (“Pathfinder I”) generated carried interest allocation of$88.1 million and $63.0 million, respectively, driven by market appreciation of certain investments and net investment income during the period • Primarily from five direct lending funds, one opportunistic credit fund and twoalternative credit funds with $36.2 billion of IGAUM generating returns in excessof their hurdle rates: ◦ Within our opportunistic credit funds, ASOF II generated carried interest allocation of $177.3 million, driven by improved operating performance metricsfrom portfolio companies that operate in the services and retail industries ◦ Within our direct lending funds, ACE V, PCS II, ACE IV, ACE VI and AresPrivate Credit Solutions, L.P. (“PCS I”) generated carried interest allocation of$153.2 million, $131.1 million, $57.0 million, $54.5 million and $22.9 million, respectively, driven by net investment income during the period ◦ Within our alternative credit funds, Pathfinder I and Pathfinder II generatedcarried interest allocation of $62.6 million and $39.1 million, respectively,driven by market appreciation of certain investments and net investment incomeduring the period • Reversal of unrealized carried interest of $99.8 million and $23.7 million from Ares Special Situations Fund IV, L.P. (“SSF IV”) and Ares Special OpportunitiesFund I, L.P. (“ASOF I”) respectively, primarily due to the market depreciation oftheir investments in Savers Value Village, Inc. (“SVV”), driven by its lower stockprice and lower operating performance of portfolio companies that primarilyoperate in the retail, services and healthcare industries • Reversal of unrealized carried interest of $68.9 million from Ares Capital EuropeIII, L.P. (“ACE III”) due to lower valuations of certain investments Real Assets funds • Ares Infrastructure Debt Fund V, L.P. (“IDF V”) generated carried interest allocation of$42.0 million, driven by net investment income during the period • Ares Climate Infrastructure Partners II, L.P. (“ACIP II”) and Ares Energy Investors FundV, L.P. (“EIF V”) generated carried interest allocation of $26.6 million and $22.1 million,respectively, driven by the appreciation of certain portfolio investments • IDF V generated carried interest allocation of $63.8 million, driven by netinvestment income during the period • Ares Climate Infrastructure Partners, L.P. (“ACIP I”) and EIF V generated carriedinterest allocation of $44.0 million and $27.7 million, respectively, due toappreciation of certain investments • Reversal of unrealized carried interest of $26.3 million from Ares European RealEstate Fund IV SCSp (“EF IV”), primarily driven by the lower valuation of aresidential property investment Secondaries funds • Landmark Real Estate Fund IX, L.P. (“LREF IX”) and Landmark Equity Partners XVII,L.P. (“LEP XVII”) generated carried interest allocation of $27.1 million and $20.4million, respectively, primarily driven by appreciation of certain portfolio investments • Ares Secondaries Infrastructure Solutions III, L.P. (“ASIS III”) and four privateequity secondaries funds collectively generated carried interest allocation of$27.0 million, primarily driven by the appreciation of certain portfolioinvestments • Reversal of unrealized carried interest of $28.9 million from Landmark EquityPartners XVI, L.P. (“LEP XVI”), due to the lower valuation of certain portfolioinvestments • Reversal of unrealized carried interest of $19.8 million from Landmark RealEstate Fund VIII, L.P. (“LREF VIII”), primarily driven by the lower valuation ofcertain investments with underlying interests in multifamily portfolios 120
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Table of Contents Year ended December 31, 2025 Year ended December 31, 2024 Private Equity funds • Ares Corporate Opportunities Fund VI, L.P. (“ACOF VI”) generated carried interest allocation of $191.5 million, driven by improved profitability of portfolio companies thatprimarily operate in the healthcare, services, industrial and retail industries • Reversal of unrealized carried interest of $13.1 million from a corporate private equityextended value fund, driven by lower operating performance from a portfolio companythat operates in the industrial industry • ACOF VI generated carried interest allocation of $220.3 million, driven by improved operating performance metrics from portfolio companies that primarilyoperate in the healthcare, services, industrial and retail industries • Reversal of unrealized carried interest of $474.9 million from Ares CorporateOpportunities Fund V, L.P. (“ACOF V”) due to the market depreciation of itsinvestment in SVV, driven by its lower stock price Other businesses • Carried interest allocation of $118.0 million attributable to the change in value frompreviously held Ares Acquisition Corporation II Class A ordinary shares that convertedinto equity securities of Kodiak AI, Inc. (Nasdaq: KDK) following the business combination • Carried interest allocation of $25.0 million from an insurance fund that is eliminatedupon consolidation • Carried interest allocation from an insurance fund that is eliminated uponconsolidation Incentive Fees. The following table sets forth incentive fees by segment ($ in millions): Year ended December 31, 2025 2024 Credit funds $ 270.9 $ 287.8 Real Assets funds 36.1 27.2 Secondaries funds 55.5 29.2 Incentive fees $ 362.5 $ 344.2 The increase in incentive fees for the year ended December 31, 2025 compared to the prior year was primarily due to higher fees generated from (i) APMF and our open-ended core alternative credit fund, resulting from increased IGAUM; (ii) our U.S. open-ended industrial real estate fund that crystallizes incentive fees by investor based on performance over three-year measurement periods; and (iii) our diversified non-traded REIT, driven by strong fund performance. For further detail regarding the incentive fees within each of our segments, see discussion of fee related performance revenues and realized net performance income within “—Results of Operations by Segment.” Principal Investment Income. The activity for the year ended December 31, 2025 was primarily attributable to: • Unrealized gains from our investments in various European real estate equity and U.S. direct lending, partially offset by an unrealized loss from a U.S. real estate equity fund • Interest and dividend income primarily generated from our investments in various real estate, direct lending and opportunistic credit funds, and interest income from newly admitted investors in an insurance fund, where capital account balances were reallocated from existing investors in exchange for interest to compensate for carrying costs The activity for the year ended December 31, 2024 was primarily attributable to: • Interest income from newly admitted investors in an insurance fund, where capital account balances are reallocated from existing investors in exchange for interest to compensate for carrying costs • Realized gains generated from our investments in various infrastructure debt, real estate debt and direct lending funds Administrative, Transaction and Other Fees. The increase for the year ended December 31, 2025 compared to the prior year was driven by incremental fees of $157.2 million following the completion of the GCP Acquisition. The GCP Acquisition enhances our vertically integrated capabilities, which enables us to earn various forms of property-related fees. For the year ended December 31, 2025, these incremental fees largely represented development, property management and leasing fees. The increase in fees over the comparative period, excluding the aforementioned impact from the GCP Acquisition, was also driven by higher administrative service fees of $20.8 million, primarily from: (i) our perpetual wealth vehicles; and (ii) new and existing private funds within our Credit Group that are based on invested capital. In addition, we earned higher capital markets transaction fees of $4.3 million associated with increased transaction volumes generated by AMCM during the current year as we are investing in the capital markets business to create greater revenue growth opportunities over time. 121
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Table of Contents Expenses Year ended December 31, Favorable (Unfavorable) 2025 2024 $ Change % Change Expenses Compensation and benefits $ 2,565,625 $ 1,731,747 $ (833,878) (48)% Performance related compensation 1,094,355 449,564 (644,791) (143) General, administrative and other expenses 996,075 736,501 (259,574) (35) Expenses of Consolidated Funds 52,711 20,879 (31,832) (152) Total expenses $ 4,708,766 $ 2,938,691 (1,770,075) (60) Compensation and Benefits. In connection with the GCP Acquisition, various components of the agreed-upon purchase price are required to be accounted for as compensation because the payments were made to certain individuals that became Ares employees following the GCP Acquisition. The year ended December 31, 2025 included the following acquisition-related compensation expenses: (i) equity-based compensation expense of $227.6 million, from awards associated with the purchase price of the GCP Acquisition, with $110.0 million of expense from the portion of these awards that immediately vested; (ii) other compensation costs of $48.5 million that were settled in cash; and (iii) compensation expense of $71.3 million for certain contingent earnout arrangements established in connection with the GCP Acquisition. See “Note 9. Commitments and Contingencies” within our consolidated financial statements for a further description of the contingent earnout arrangements established in connection with acquisitions. In addition, the GCP Acquisition contributed incremental employment related costs of $170.5 million for the year ended December 31, 2025, largely reflecting salary expense and incentive-based compensation. Compensation and benefits, excluding the aforementioned impact from the GCP Acquisition, increased by $316.0 million, or 18%, for the year ended December 31, 2025 compared to the prior year. The increase in expenses reflect the continued growth in salary and benefits for our increased staffing levels. Equity-based compensation expense also increased by $160.1 million for the year ended December 31, 2025 compared to the prior year as a result of issuing new discretionary and bonus-related awards at an increased stock price as of the grant date. In addition, Part I Fee compensation increased by $36.8 million over the comparative period, corresponding to the increase in Part I Fees. We reduced Part I Fee compensation by $22.4 million and $11.7 million for the years ended December 31, 2025 and 2024, respectively, to reclaim a portion of the supplemental distribution fees that we paid to distribution partners. Full-time equivalent headcount increased by 34% to 3,967 professionals for the year-to-date period in 2025 from 2,971 professionals in 2024. The GCP Acquisition added 805 professionals to our headcount as of December 31, 2025, which represents 690 full-time equivalents for the year-to-date period. For detail regarding the fluctuations of compensation and benefits within each of our segments see “—Results of Operations by Segment.” Performance Related Compensation. The majority of the changes in performance related compensation are directly associated with the changes in carried interest allocation and incentive fees as described above. These changes also include associated payroll-related taxes as well as the portions that are allocated to charitable organizations as part of our philanthropic initiatives. Performance related compensation generally represents 60% to 80% of carried interest allocation and incentive fees recognized before giving effect to payroll taxes and will vary based on the mix of funds generating carried interest allocation and incentive fees for that period. The performance related compensation ratio is also impacted by additional expense that is payable to professionals as a result of gains recognized from profit interests held in a strategic investment. The corresponding income from this strategic investment is reflected within components of other income rather than carried interest allocation or incentive fees. General, Administrative and Other Expenses. General, administrative and other expenses incurred in connection with the activities resulting from the GCP Acquisition were $179.4 million for the year ended December 31, 2025. These expenses were driven by: (i) operating costs of $93.2 million, including non-recurring integration costs of $20.1 million and (ii) amortization expense of $86.2 million related to the intangible assets recorded in connection with the GCP Acquisition. We have also incurred acquisition-related operating expenses in connection with the GCP Acquisition of $35.3 million and $33.4 million during the years ended December 31, 2025 and 2024, respectively. In each case, such costs were largely paid to advisors and professional services providers to assist in completing the transaction. 122
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Table of Contents General, administrative and other expenses, excluding the aforementioned impact from the GCP Acquisition, increased by $78.2 million, or 11%, for the year ended December 31, 2025 compared to the prior year. The increase in expenses reflect growing staffing levels and fundraising activities. The most significant expense increases were supplemental distribution fees, occupancy costs and information technology costs. Supplemental distribution fees increased by $58.9 million for the year ended December 31, 2025 compared to the prior year. In the current year, supplemental distribution fees included a one-time expense of $30.7 million pursuant to the termination of a distribution agreement with a strategic partner that will result in annual cost savings of approximately $9.3 million per year. The increase in supplemental distribution fees was also driven by higher sales volumes and NAVs of our perpetual wealth vehicles and by the ongoing development of our distribution relationships and expansion of our wealth product offerings. In addition, occupancy costs and information technology costs collectively increased by $25.3 million for the year ended December 31, 2025 compared to the prior year. The increase in these expenses was primarily to support our growing headcount and the expansion of our business, including the expansion of our New York headquarters. Other Income (Expense) Year ended December 31, Favorable (Unfavorable) 2025 2024 $ Change % Change Other income (expense) Net realized and unrealized gains on investments $ 307,582 $ 16,570 $ 291,012 NM Interest and dividend income 47,451 43,054 4,397 10 Interest expense (171,642) (142,966) (28,676) (20) Other income (expense), net (319,745) 627 (320,372) NM Net realized and unrealized gains on investments of Consolidated Funds 551,076 313,963 237,113 76 Interest and other income of Consolidated Funds 575,273 933,349 (358,076) (38) Interest expense of Consolidated Funds (595,818) (835,335) 239,517 29 Total other income, net $ 394,177 $ 329,262 64,915 20 Net Realized and Unrealized Gains on Investments; Interest and Dividend Income. The activity for the year ended December 31, 2025 was primarily attributable to: • Unrealized gains of $233.3 million from our strategic investments in a U.S. nuclear energy company • Interest and dividend income primarily included: (i) dividend income from our strategic investment in a Brazilian alternative asset manager; (ii) income from our investments in CLOs and CLO-based investments; and (iii) $11.9 million of interest income earned from treasury-backed securities. These treasury-backed securities were sold and the proceeds from the sale were used to fund the GCP Acquisition The activity for the year ended December 31, 2024 was primarily attributable to: • Net unrealized gains primarily from our investment in APMF • Interest and dividend income primarily included: (i) dividend income from our strategic investment in a Brazilian alternative asset manager; (ii) income from our investments in CLOs and CLO-based investments; and (iii) $11.5 million of interest income earned from aforementioned treasury-backed securities Interest Expense. Interest expense increased for the year ended December 31, 2025 compared to the prior year due to higher collective interest expense associated with our term debt obligations and a higher average outstanding balance of our Credit Facility over the comparative period. The activity for the year ended December 31, 2024 included $5.5 million of one-time interest expense related to a temporary bridge facility that was established in connection with the GCP Acquisition. The facility was not utilized and was terminated in the fourth quarter of 2024. Other Income (Expense), Net. Other income (expense), net for the year ended December 31, 2025 consists of non-cash expense of $301.1 million from the revaluation of contingent consideration primarily from the GCP Acquisition. The purchase agreement for the GCP Acquisition contains contingent earnout arrangements that are dependent on achievement of revenue targets of certain digital infrastructure funds and fundraising targets of certain Japanese real estate funds. See “Note 9. Commitments and Contingencies” within our consolidated financial statements for a further description of the contingent earnout arrangements established in connection with acquisitions. 123
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Table of Contents Income Tax Expense Year ended December 31, Favorable (Unfavorable) 2025 2024 $ Change % Change Income before taxes $ 1,286,893 $ 1,275,352 $ 11,541 1% Less: Income tax expense 198,535 164,617 (33,918) (21) Net income $ 1,088,358 $ 1,110,735 (22,377) (2) The increase in income tax expense was primarily attributable to higher pre-tax income allocable to AMC and higher entity level taxes in foreign and local jurisdictions for the year ended December 31, 2025 compared to the prior year. The allocation of taxable income is also sensitive to any changes in weighted average daily ownership as the income attributed to redeemable and non-controlling interests is generally passed through to partners and not subject to corporate income taxes. The following table summarizes weighted average daily ownership: Year ended December 31, 2025 2024 AMC common stockholders 66.95% 63.61% Non-controlling AOG unitholders 33.05 36.39 The change in ownership compared to the prior year was primarily driven by the issuances of shares of Class A common stock in connection with the GCP Acquisition, exchanges of AOG Units and vesting of restricted unit awards. Redeemable and Non-Controlling Interests Year ended December 31, Favorable (Unfavorable) 2025 2024 $ Change % Change Net income $ 1,088,358 $ 1,110,735 $ (22,377) (2)% Less: Net income attributable to non-controlling interests in Consolidated Funds 253,904 295,772 (41,868) (14) Net income attributable to Ares Operating Group entities 834,454 814,963 19,491 2 Less: Net income attributable to redeemable interest in Ares Operating Group entities 1,349 103 1,246 NM Less: Net income attributable to non-controlling interests in Ares Operating Group entities 305,743 351,118 (45,375) (13) Net income attributable to Ares Management Corporation 527,362 463,742 63,620 14 Less: Series B mandatory convertible preferred stock dividends declared 101,250 22,781 (78,469) NM Net income attributable to Ares Management Corporation Class A and non-voting commonstockholders $ 426,112 $ 440,961 (14,849) (3) The change in net income attributable to non-controlling interests in AOG entities compared to the prior year was a result of the respective changes in income before taxes and weighted average daily ownership, as presented above. 124
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Table of Contents Consolidated Results of Operations of the Consolidated Funds The following table presents the results of operations of the Consolidated Funds ($ in thousands): Year ended December 31, Favorable (Unfavorable) 2025 2024 $ Change % Change Expenses of the Consolidated Funds $ (52,711) $ (20,879) $ (31,832) (152)% Net realized and unrealized gains on investments of Consolidated Funds 551,076 313,963 237,113 76 Interest and other income of Consolidated Funds 575,273 933,349 (358,076) (38) Interest expense of Consolidated Funds (595,818) (835,335) 239,517 29 Income before taxes 477,820 391,098 86,722 22 Less: Income tax expense of Consolidated Funds 6,128 7,074 946 13 Net income 471,692 384,024 87,668 23 Less: Revenues attributable to Ares Management Corporation eliminated upon consolidation 178,773 68,200 110,573 162 Other income, net attributable to Ares Management Corporation eliminated upon consolidation (39,015) (20,052) 18,963 95 Net income attributable to non-controlling interests in Consolidated Funds $ 253,904 $ 295,772 (41,868) (14) The results of operations of the Consolidated Funds primarily represent activities from certain funds that we are deemed to control. When a fund is consolidated, we reflect the revenues and expenses of the entity on a gross basis, subject to eliminations from consolidation. Substantially all of our results of operations related to the Consolidated Funds are attributable to ownership interests that third parties hold in those funds. The Consolidated Funds are not necessarily the same funds in each year presented due to changes in ownership, changes in limited partners’ or investor rights, and the creation or termination of funds and entities. Accordingly, such amounts may not be comparable for the periods presented, and in any event have no material impact on net income attributable to Ares Management Corporation. 125
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Table of Contents Segment Analysis For segment reporting purposes, revenues and expenses are presented before giving effect to the results of our Consolidated Funds and the results attributable to non-controlling interests of joint ventures that we consolidate. As a result, segment revenues are different than those presented on a consolidated basis in accordance with GAAP. Revenues recognized from Consolidated Funds are eliminated in consolidation and those attributable to the non-controlling interests of joint ventures have been excluded by us. Furthermore, expenses and the effects of other income (expense) are different than related amounts presented on a consolidated basis in accordance with GAAP due to the exclusion of the results of Consolidated Funds and the non-controlling interests of joint ventures. Non-GAAP Financial Measures We use Realized Income (“RI”) as a non-GAAP profit measure in making operating decisions, assessing performance and allocating resources. Fee Related Earnings (“FRE”) is a component of RI that excludes realized activities associated with investment income and performance income. FRE and RI should be considered in addition to and not in lieu of, the results of operations, which are discussed further under “— Consolidated Results of Operations of the Company” and are prepared in accordance with GAAP. We operate through our distinct operating segments. In the first quarter of 2025, we combined the presentation of real estate strategies and infrastructure strategies within Real Assets. Real estate includes Americas real estate equity, European real estate equity, APAC real estate equity and real estate debt. Americas real estate equity, which we had recently renamed from North American real estate equity, now includes the activities of Brazil following the GCP Acquisition. APAC real estate equity is newly established following the GCP Acquisition and primarily represents the activities in Japan and Vietnam. Infrastructure includes digital infrastructure, infrastructure opportunities and infrastructure debt. Digital infrastructure is newly established following the GCP Acquisition. The change in presentation did not result in any change to the historical composition of our segments. Interest expense was historically allocated among our segments based only on the cost basis of our balance sheet investments. Beginning in the first quarter of 2025, we changed our interest expense allocation methodology to consider the growing sources of financing requirements, including the cost of acquisitions in addition to the cost basis of our balance sheet investments. Prior period amounts have been reclassified to conform to the current period presentation. The following table sets forth FRE and RI by reportable segment and the OMG ($ in thousands): Year ended December 31, Favorable (Unfavorable) 2025 2024 $ Change % Change Fee Related Earnings: Credit Group $ 1,824,711 $ 1,568,157 $ 256,554 16% Real Assets Group 464,660 212,106 252,554 119 Secondaries Group 208,406 126,172 82,234 65 Private Equity Group 58,320 60,546 (2,226) (4) Other 27,404 15,686 11,718 75 Operations Management Group (808,201) (620,930) (187,271) (30) Fee Related Earnings $ 1,775,300 $ 1,361,737 413,563 30 Realized Income: Credit Group $ 1,952,297 $ 1,688,110 $ 264,187 16% Real Assets Group 442,054 218,210 223,844 103 Secondaries Group 203,300 101,036 102,264 101 Private Equity Group 39,539 52,501 (12,962) (25) Other 15,420 27,821 (12,401) (45) Operations Management Group (804,302) (620,558) (183,744) (30) Realized Income $ 1,848,308 $ 1,467,120 381,188 26 126
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Table of Contents Income before provision for income taxes is the GAAP financial measure most comparable to RI. The following table presents the reconciliation of income before taxes as reported within the Consolidated Statements of Operations to RI and FRE of the reportable segments and the OMG ($ in thousands): Year ended December 31, 2025 2024 Income before taxes $ 1,286,893 $ 1,275,352 Adjustments: Depreciation and amortization expense 241,925 157,341 Equity compensation expense 740,549 352,851 Acquisition-related compensation expense 105,202 38,150 Acquisition, merger and transaction-related expense 65,363 57,360 Placement fee adjustment (3,891) 5,715 Other (income) expense, net 303,200 (12,172) Income before taxes of non-controlling interests in consolidated subsidiaries (15,112) (22,267) Income before taxes of non-controlling interests in Consolidated Funds, net of eliminations (260,032) (302,846) Total performance income—unrealized (762,534) (109,533) Total performance related compensation—unrealized 594,661 36,823 Total net investment income—unrealized (447,916) (9,654) Realized Income 1,848,308 1,467,120 Total performance income—realized (526,284) (430,179) Total performance related compensation—realized 357,273 281,301 Total net investment loss—realized 96,003 43,495 Fee Related Earnings $ 1,775,300 $ 1,361,737 (1) Represents bonus payments, a portion of earnouts and other costs in connection with various acquisitions that are recorded as compensation expense and are presented within compensation and benefits within our Consolidated Statements of Operations. For the specific components and calculations of these non-GAAP measures, as well as additional reconciliations to the most comparable measures in accordance with GAAP, see “Note 15. Segment Reporting” within our consolidated financial statements included in this Annual Report on Form 10-K. Discussed below are our results of operations for our reportable segments and the OMG. (1) 127
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Table of Contents Results of Operations by Segment Credit Group—Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 Fee Related Earnings The following table presents the components of the Credit Group’s FRE ($ in thousands): Year ended December 31, Favorable (Unfavorable) 2025 2024 $ Change % Change Management fees $ 2,529,312 $ 2,177,816 $ 351,496 16% Fee related performance revenues 210,356 202,703 7,653 4 Other fees 52,895 41,819 11,076 26 Compensation and benefits (788,989) (692,309) (96,680) (14) General, administrative and other expenses (178,863) (161,872) (16,991) (10) Fee Related Earnings $ 1,824,711 $ 1,568,157 256,554 16 Management Fees. The chart below presents Credit Group management fees and effective management fee rates ($ in millions): 128
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Table of Contents The following table presents the components of and causes for changes in the Credit Group’s management fees for the year ended December 31, 2025 compared to the prior year ($ in millions): Year-over-yearChange Publicly-traded funds and perpetual wealth vehicles: Base management fees from ARCC, ASIF and CADC due to increases in the average size of their portfolios $ 128.7 Part I Fees from ASIF, our open-ended European direct lending fund and CADC, driven by increases in net investment income from their growingportfolio of investments 67.3 Base management fees from our open-ended European direct lending fund due to the expiration of a fee waiver during the first quarter of 2025 and to anincrease in the average size of its portfolio 36.4 Capital deployment in private funds: Fees from Ares Senior Direct Lending Fund III, L.P. (“SDL III”), ASOF II, Pathfinder II, ACE VI and our open-ended core alternative credit fund 136.4 Distributions that reduced the fee base of ACE IV, ASOF I, Ares Senior Direct Lending Fund, L.P. (“SDL I”), ACE III and PCS I as the funds are past theirinvestment periods (50.7) Cumulative effect of other changes 33.4 Total $ 351.5 Fee Related Performance Revenues. The chart below presents fee related performance revenues, including the number of funds generating, for the Credit Group by strategy ($ in millions): Fee related performance revenues increased for the year ended December 31, 2025 compared to the prior year, primarily due to higher incentive fees from: (i) a European direct lending fund that crystallized a deferred payment during the first quarter of 2025 due to the restructuring of its hold back provisions; (ii) the aforementioned European direct lending fund that crystallized higher fees in 2025 due to lower hold back amounts subsequent to the restructuring of its hold back provisions; and (iii) our open-ended core alternative credit fund, driven by increased IGAUM and improved fund performance. In addition, incentive fees from our closed-end sports, media and entertainment fund were recognized as fee related performance revenues in 2025 as this fund converted from having a finite term to a perpetual capital vehicle in 2025. Incentive fees generated from this closed-end sports, media and entertainment fund were presented within realized performance income in previous periods. Separately, we recognized lower incentive fees of $30.6 million from three direct lending funds for the year ended December 31, 2025 compared to the prior year. These three funds are subject to three-year hold back provisions and had crystallized deferred payments in 2024. 129
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Table of Contents Other Fees. The increase in other fees for the year ended December 31, 2025 compared to the prior year was primarily driven by higher administrative service fees of $8.2 million, which are earned from certain private funds that pay on invested capital. In addition, we earned higher capital markets transaction fees of $3.0 million associated with increased transaction volumes generated by AMCM during the current year. Compensation and Benefits. The increase in compensation and benefits for the year ended December 31, 2025 compared to the year ended December 31, 2024 was primarily driven by higher: (i) incentive-based compensation; (ii) Part I Fee compensation of $36.8 million, corresponding to the increase in Part I Fees; and (iii) fee related performance compensation of $4.3 million, corresponding to the increase in fee related performance revenues. We reduced Part I Fee compensation by $20.1 million and $11.7 million for the years ended December 31, 2025 and 2024, respectively, to reclaim a portion of the supplemental distribution fees that we paid to distribution partners. Full-time equivalent headcount increased by 5% to 705 investment and investment support professionals for the year-to-date period in 2025 from 672 professionals in 2024 to support our growing direct lending and alternative credit platforms. General, Administrative and Other Expenses. The increase in general, administrative and other expenses was primarily due to costs incurred to support the distribution of shares in our perpetual wealth vehicles. Supplemental distribution fees increased by $17.9 million for the year ended December 31, 2025 compared to the prior year as we continue to develop our distribution relationships and expand our wealth product offerings. In addition, occupancy costs and information technology costs collectively increased by $4.4 million for the year ended December 31, 2025 compared to the prior year. The increase in these expenses was primarily to support our growing headcount and the expansion of our business. Conversely, marketing costs decreased by $5.5 million for the year ended December 31, 2025 compared to the prior year, largely attributable to fund formation costs for ACE VI that did not recur in 2025. 130
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Table of Contents Realized Income The following table presents the components of the Credit Group’s RI ($ in thousands): Year ended December 31, Favorable (Unfavorable) 2025 2024 $ Change % Change Fee Related Earnings $ 1,824,711 $ 1,568,157 $ 256,554 16% Performance income—realized 383,892 326,202 57,690 18 Performance related compensation—realized (257,290) (207,794) (49,496) (24) Realized net performance income 126,602 118,408 8,194 7 Investment income—realized 14,321 21,159 (6,838) (32) Interest income 6,704 11,671 (4,967) (43) Interest expense (20,041) (31,285) 11,244 36 Realized net investment income 984 1,545 (561) (36) Realized Income $ 1,952,297 $ 1,688,110 264,187 16 The Credit Group’s realized activities were principally composed of and caused by the following: Year ended December 31, 2025 Year ended December 31, 2024 Realized net performance income Carried interest: • Tax distributions of $84.7 million primarily from ASOF II, ACE V, ACE IV and Pathfinder I • Distributions of $12.8 million from two alternative credit funds, which are European-style waterfall funds that are past their investment periods and monetizing investments Incentive fees: • $13.1 million generated from five direct lending funds and three alternative credit funds with $4.1 billion of IGAUM generating returns in excess of their hurdle rates • $4.6 million from an alternative credit fund that crystallized in connection with a loan repayment Carried interest: • Tax distributions of $74.7 million primarily from ACE IV, ACE V, PCS I, ASOF I and an alternative credit fund Incentive fees: • $31.3 million primarily generated from seven direct lending funds and five alternative credit funds with $5.1 billion of IGAUM generating returns in excess of their hurdle rates, and from a U.S. CLO that was driven by the reset of its capital structure and extension of its reinvestment period Realized investment income and interest income • Income of $11.0 million generated from our investments in 13 CLOs and CLO- based investments • Income of $3.1 million generated from our investment in an opportunistic credit fund • Income of $13.5 million generated from our investments in 19 CLOs and CLO- based investments • Income of $6.6 million from our investment in a U.S. direct lending fund Interest expense allocated to the Credit Group decreased for the year ended December 31, 2025 compared to the prior year as a significant portion of the current year’s interest expense was allocated based on capital used to finance the GCP Acquisition, which occurred within the Real Assets Group. 131
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Table of Contents Credit Group—Performance Income The following table presents the accrued carried interest, also referred to as accrued performance income, and related performance compensation for the Credit Group. Accrued net performance income excludes net performance income that has been realized but not yet received as of the reporting date ($ in millions): As of December 31, 2025 2024 AccruedPerformanceIncome AccruedPerformanceCompensation Accrued NetPerformanceIncome AccruedPerformanceIncome AccruedPerformanceCompensation Accrued NetPerformanceIncome Pathfinder I $ 216.3 $ 183.9 $ 32.4 $ 191.4 $ 165.7 $ 25.7 Pathfinder II 134.7 105.4 29.3 46.6 36.3 10.3 ASOF I 276.4 204.6 71.8 318.4 223.2 95.2 ASOF II 324.6 227.3 97.3 258.2 181.4 76.8 PCS I 150.5 88.9 61.6 130.1 76.9 53.2 PCS II 262.6 155.5 107.1 171.4 101.5 69.9 ACE IV 185.7 120.5 65.2 168.8 109.6 59.2 ACE V 347.6 218.9 128.7 286.6 180.9 105.7 ACE VI 190.3 119.7 70.6 71.1 44.8 26.3 Other Credit funds 246.0 149.1 96.9 285.4 170.7 114.7 Total Credit Group $ 2,334.7 $ 1,573.8 $ 760.9 $ 1,928.0 $ 1,291.0 $ 637.0 The following table presents the change in accrued performance income for the Credit Group ($ in millions): As of December 31,2024 Activity during the period As of December 31,2025 Waterfall Type Accrued PerformanceIncome Change inUnrealized Realized Other Adjustments Accrued PerformanceIncome Accrued Carried Interest Pathfinder I European $ 191.4 $ 63.0 $ (38.1) $ — $ 216.3 Pathfinder II European 46.6 88.1 — — 134.7 ASOF I European 318.4 (4.0) (21.1) (16.9) 276.4 ASOF II European 258.2 174.7 (108.3) — 324.6 PCS I European 130.1 20.1 — 0.3 150.5 PCS II European 171.4 89.7 — 1.5 262.6 ACE IV European 168.8 36.5 (19.5) (0.1) 185.7 ACE V European 286.6 130.7 (69.5) (0.2) 347.6 ACE VI European 71.1 119.2 — — 190.3 Other Credit funds European 184.6 101.7 (60.8) (5.2) 220.3 Other Credit funds American 100.8 (63.6) (3.8) (7.7) 25.7 Total accrued carried interest 1,928.0 756.1 (321.1) (28.3) 2,334.7 Other credit funds Incentive — 62.8 (62.8) — — Total Credit Group $ 1,928.0 $ 818.9 $ (383.9) $ (28.3) $ 2,334.7 The reduction in ASOF I accrued carried interest that is presented within other adjustments results from a partial transfer of our rights to receive the carried interest from this fund in exchange for a capital interest in a structured financing vehicle. As a result, the value associated with the transferred carried interest is now reflected as an investment in the structured financing vehicle. 132
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Table of Contents Credit Group—Assets Under Management The tables below present rollforwards of AUM for the Credit Group ($ in millions): LiquidCredit AlternativeCredit OpportunisticCredit U.S. DirectLending EuropeanDirect Lending APACCredit Other Total CreditGroup Balance at 12/31/2024 $ 46,895 $ 41,565 $ 14,964 $ 159,129 $ 74,560 $ 11,470 $ 275 $ 348,858 New par/equity commitments 7,697 3,829 5,611 13,487 5,350 544 — 36,518 New debt commitments 3,531 300 350 22,686 3,522 — — 30,389 Capital reductions (4,885) (745) (351) (3,932) (3,127) (270) — (13,310) Distributions (469) (1,962) (2,041) (5,750) (4,990) (785) — (15,997) Redemptions (1,720) (123) — (1,748) (104) — — (3,695) Net allocations among investmentstrategies (3) 2,611 150 3 — 25 (204) 2,582 Change in fund value 2,015 2,585 1,158 5,735 9,451 573 4 21,521 Balance at 12/31/2025 $ 53,061 $ 48,060 $ 19,841 $ 189,610 $ 84,662 $ 11,557 $ 75 $ 406,866 LiquidCredit AlternativeCredit OpportunisticCredit U.S. DirectLending EuropeanDirect Lending APACCredit Other Total CreditGroup Balance at 12/31/2023 $ 47,299 $ 33,886 $ 14,554 $ 123,073 $ 68,264 $ 11,920 $ 354 $ 299,350 Acquisitions — — — 362 — — — 362 New par/equity commitments 2,995 4,222 1,653 19,408 10,234 689 142 39,343 New debt commitments 6,615 250 — 21,010 1,773 (380) — 29,268 Capital reductions (7,011) (30) (1,022) (2,608) 55 70 — (10,546) Distributions (403) (1,854) (1,088) (6,183) (6,134) (1,202) — (16,864) Redemptions (3,390) (150) — (1,572) (140) — — (5,252) Net allocations among investmentstrategies (18) 2,824 25 25 200 — (228) 2,828 Change in fund value 808 2,417 842 5,614 308 373 7 10,369 Balance at 12/31/2024 $ 46,895 $ 41,565 $ 14,964 $ 159,129 $ 74,560 $ 11,470 $ 275 $ 348,858 (1) Amounts represent equity commitments to the platform that have not yet been allocated to an investment strategy. The components of our AUM for the Credit Group are presented below ($ in billions): AUM: $406.9 AUM: $348.8 FPAUM Non-fee paying AUM not yet paying fees (1) Includes $18.2 billion and $14.4 billion of AUM of funds from which we indirectly earn management fees as of December 31, 2025 and 2024, respectively, and includes $2.0 billion of non-fee paying AUM from our general partner and employee commitments as of December 31, 2025 and 2024. (1) (1) (1) 133
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Table of Contents Credit Group—Fee Paying AUM The tables below present rollforwards of fee paying AUM for the Credit Group ($ in millions): LiquidCredit AlternativeCredit OpportunisticCredit U.S. DirectLending EuropeanDirect Lending APACCredit Total CreditGroup Balance at 12/31/2024 $ 44,629 $ 29,384 $ 7,899 $ 86,415 $ 35,786 $ 5,032 $ 209,145 Commitments 12,636 10 — 11,902 3,705 516 28,769 Deployment/increase in leverage 50 5,654 2,624 17,215 7,218 1,357 34,118 Capital reductions (4,893) — — (3,893) (1,520) (98) (10,404) Distributions (472) (2,476) (702) (10,542) (3,166) (1,397) (18,755) Redemptions (1,699) (123) — (1,330) (183) — (3,335) Net allocations among investment strategies (3) 2,861 — — — — 2,858 Change in fund value 1,498 (7) — 2,543 3,108 (75) 7,067 Change in fee basis 212 — — — 147 (6) 353 Balance at 12/31/2025 $ 51,958 $ 35,303 $ 9,821 $ 102,310 $ 45,095 $ 5,329 $ 249,816 LiquidCredit AlternativeCredit OpportunisticCredit U.S. DirectLending EuropeanDirect Lending APACCredit Total CreditGroup Balance at 12/31/2023 $ 46,140 $ 23,218 $ 8,490 $ 67,596 $ 34,246 $ 5,590 $ 185,280 Acquisitions — — — 244 — — 244 Commitments 7,897 — — 11,088 300 41 19,326 Deployment/increase in leverage 114 4,024 573 17,482 6,326 960 29,479 Capital reductions (6,859) — — (2,929) (2,133) (51) (11,972) Distributions (396) (1,280) (1,164) (9,316) (1,462) (1,225) (14,843) Redemptions (3,410) (150) — (452) (1,240) — (5,252) Net allocations among investment strategies (18) 3,471 — — — — 3,453 Change in fund value 1,161 101 — 2,702 (1,537) (283) 2,144 Change in fee basis — — — — 1,286 — 1,286 Balance at 12/31/2024 $ 44,629 $ 29,384 $ 7,899 $ 86,415 $ 35,786 $ 5,032 $ 209,145 The charts below present FPAUM for the Credit Group by its fee bases ($ in billions): FPAUM: $249.8 FPAUM: $209.2 Invested capital Market value Collateral balances (at par) Capital commitments (1) Includes $61.3 billion and $46.4 billion from funds that primarily invest in illiquid strategies as of December 31, 2025 and 2024, respectively. The underlying investments held in these funds are generally subject to less market volatility than investments held in liquid strategies. (1) 134
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Table of Contents Credit Group—Fund Performance Metrics as of December 31, 2025 ARCC contributed approximately 31% of the Credit Group’s total management fees for the year ended December 31, 2025. In addition, the Credit Group’s other significant funds, which are presented in the tables below, collectively contributed approximately 42% of the Credit Group’s management fees for the year ended December 31, 2025. The following table presents the performance data for our significant perpetual funds in the Credit Group as of December 31, 2025 ($ in millions): Returns(%) PrimaryInvestment Strategy Year ofInception AUM Year-To-Date Since Inception Fund Gross Net Gross Net ARCC U.S. Direct Lending 2004 $ 35,901 N/A 10.3 N/A 12.0 CADC U.S. Direct Lending 2017 8,730 N/A 7.6 N/A 7.0 Open-ended core alternative credit fund Alternative Credit 2021 7,546 12.7 9.3 11.8 8.8 ASIF U.S. Direct Lending 2023 24,334 N/A 9.3 N/A 10.9 Open-ended European direct lending fund European Direct Lending 2024 6,410 N/A 7.4 N/A 9.6 (1) Since inception returns are annualized. (2) Returns are time-weighted rates of return and include the reinvestment of income and other earnings from securities or other investments and reflect the deduction of all trading expenses. Net returns are calculated using the fund’s NAV and assume dividends are reinvested at the closest quarter-end NAV to the relevant quarterly ex-dividend dates. Additional information related to ARCC can be found in its filings with the SEC, which are not part of this report. (3) Returns are time-weighted rates of return and include the reinvestment of income and other earnings from securities or other investments and reflect the deduction of all trading expenses. Returns are shown for institutional share class. Shares of other classes may have lower returns due to higher selling commissions and fees. Net returns are calculated using the fund’s NAV and assume distributions are reinvested at the NAV on the date of distribution. Additional information related to CADC and ASIF can be found in its filings with the SEC, which are not part of this report. (4) Returns are time-weighted rates of return and include the reinvestment of income and other earnings from securities or other investments and reflect the deduction of all trading expenses. The fund is made up of a Main Class (“Class M”) and a Constrained Class (“Class C”). Class M includes investors electing to participate in all investments and Class C includes investors electing to be excluded from exposure to liquid investments. Returns presented in the table are for onshore Class M. The current quarter gross and net returns for Class M (offshore) are 2.9% and 2.3%, respectively. The year-to-date gross and net returns for Class M (offshore) are 12.5% and 9.2%, respectively. The since inception gross and net returns for Class M (offshore) are 11.8% and 8.4%, respectively. The current quarter gross and net returns for Class C (offshore) are 2.8% and 2.1%, respectively. The year-to-date gross and net returns for Class C (offshore) are 11.5% and 8.5%, respectively. The since inception gross and net returns for Class C (offshore) are 11.3% and 8.1%, respectively. (5) Returns are time-weighted rates of return and include the reinvestment of income and other earnings from securities or other investments and reflect the deduction of all trading expenses. Returns are shown for the Euro hedged distributing institutional share class. Shares of other classes may have lower returns due to higher selling commissions and fees, and currency hedging. Actual individual stockholder returns will vary. Net returns are calculated using the fund’s NAV and assume distributions are reinvested at the NAV on the date of distribution. (1) (2) (3) (4) (3) (5) 135
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Table of Contents The following table presents the performance data of the Credit Group’s significant drawdown funds as of December 31, 2025 ($ in millions): PrimaryInvestmentStrategy Year ofInception AUM Original CapitalCommitments CapitalInvested toDate RealizedValue UnrealizedValue Total Value MoIC IRR(%) Fund Gross Net Gross Net Funds Deploying Capital PCS II U.S. DirectLending 2020 $ 6,512 $ 5,114 $ 4,053 $ 1,426 $ 4,087 $ 5,513 1.4x 1.3x 13.0 9.2 ASOF II OpportunisticCredit 2021 9,134 7,128 6,202 399 7,859 8,258 1.5x 1.3x 17.9 13.1 ACE VIUnlevered European DirectLending 2022 24,675 7,439 3,299 216 3,404 3,620 1.1x 1.1x 12.3 8.8 ACE VI Levered 9,667 3,679 286 3,928 4,214 1.2x 1.1x 18.6 13.2 SDL III Unlevered U.S. DirectLending 2023 27,353 3,311 1,473 93 1,496 1,589 1.1x 1.1x 12.9 9.6 SDL III Levered 11,959 4,540 407 4,766 5,173 1.2x 1.1x 24.6 17.3 Pathfinder II AlternativeCredit 2023 7,233 6,612 3,576 155 3,947 4,102 1.2x 1.2x 22.2 15.3 Funds Harvesting Investments ACE IVUnlevered European DirectLending 2018 5,215 2,851 2,454 2,273 956 3,229 1.4x 1.3x 7.9 5.7 ACE IV Levered 4,819 4,095 4,055 1,793 5,848 1.6x 1.4x 10.8 7.7 ACE VUnlevered European DirectLending 2020 17,387 7,026 5,831 1,832 5,582 7,414 1.4x 1.3x 10.1 7.5 ACE VLevered 6,376 5,304 2,364 5,130 7,494 1.5x 1.4x 14.1 10.3 SDL II Unlevered U.S. DirectLending 2021 16,275 1,989 1,700 494 1,606 2,100 1.3x 1.2x 11.2 8.9 SDL II Levered 6,047 4,924 2,051 4,564 6,615 1.5x 1.3x 17.5 13.3 (1) For funds other than our opportunistic credit funds, realized value represent the sum of all cash distributions to all partners and if applicable, exclude tax and incentive distributions made to the general partner. For our opportunistic credit funds, realized value represent the sum of all cash distributions to the fee-paying limited partners and if applicable, exclude tax and incentive distributions made to the general partner. (2) Unrealized value represents the fund’s NAV reduced by the accrued incentive allocation, if applicable. There can be no assurance that unrealized values will be realized at the valuations indicated. For funds other than our opportunistic credit funds, the unrealized value is based on all partners. For our opportunistic credit funds, the unrealized value is based on the fee-paying limited partners. (3) The gross multiple of invested capital (“MoIC”) is calculated at the fund-level and is based on the interests of the fee-paying limited partners and if applicable, excludes interests attributable to the non-fee paying limited partners and/or the general partner which does not pay management fees or carried interest. The gross MoIC is before giving effect to management fees, carried interest and other expenses, as applicable, but after giving effect to credit facility interest expenses, as applicable. The funds may utilize a credit facility during the investment period and for general cash management purposes. Early in the life of a fund, the gross fund-level MoICs would generally have been lower had such fund called capital from its limited partners instead of utilizing the credit facility. (4) The net MoIC is calculated at the fund-level and is based on the interests of the fee-paying limited partners and if applicable, excludes those interests attributable to the non-fee paying limited partners and/or the general partner which does not pay management fees or carried interest. The net MoIC is after giving effect to management fees and carried interest, other expenses and credit facility interest expenses, as applicable. The funds may utilize a credit facility during the investment period and for general cash management purposes. Early in the life of a fund, the net fund-level MoICs would generally have been lower had such fund called capital from its limited partners instead of utilizing the credit facility. (5) The gross IRR is an annualized since inception gross internal rate of return of cash flows to and from the fund and the fund’s residual value at the end of the measurement period. Gross IRR reflects returns to the fee-paying limited partners and, if applicable, excludes interests attributable to the non-fee paying limited partners and/or the general partner which does not pay management fees or carried interest. The cash flow dates used in the gross IRR calculation are based on the actual dates of the cash flows. The gross IRRs are calculated before giving effect to management fees, carried interest and other expenses, as applicable, but after giving effect to credit facility interest expenses, as applicable. The funds may utilize a credit facility during the investment period and for general cash management purposes. Gross fund-level IRRs would generally have been lower had such fund called capital from its limited partners instead of utilizing the credit facility. (6) The net IRR is an annualized since inception net internal rate of return of cash flows to and from the fund and the fund’s residual value at the end of the measurement period. Net IRRs reflect returns to the fee-paying limited partners and, if applicable, exclude interests attributable to the non-fee paying limited partners and/or the general partner which does not pay management fees or carried interest. The cash flow dates used in the net IRR calculations are based on the actual dates of the cash flows. The net IRRs are calculated after giving effect to management fees and carried interest, other expenses and credit facility interest expenses, as applicable. The funds may utilize a credit facility during the investment period and for general cash management purposes. Net fund-level IRRs would generally have been lower had such fund called capital from its limited partners instead of utilizing the credit facility. (7) ACE VI is made up of six parallel funds, four denominated in Euros and two denominated in GBP: ACE VI (E) Unlevered, ACE VI (E) II Unlevered, ACE VI (G) Unlevered, ACE VI (E) Levered, ACE VI (E) II Levered, and ACE VI (G) Levered, and three feeder funds: ACE VI (D) Levered, ACE VI (Y) Unlevered and ACE VI (D) Rated Notes. ACE VI (E) II Levered includes ACE VI (D) Levered feeder fund and ACE VI (E) II Unlevered includes ACE VI (Y) Unlevered and ACE VI (D) Rated Notes feeder funds. The gross and net IRR and gross and net MoIC presented in the table are for ACE VI (E) Unlevered and ACE VI (E) Levered. Metrics for ACE VI (E) II Levered exclude the ACE VI (D) Levered feeder fund and metrics for ACE VI (E) II Unlevered exclude ACE VI (Y) Unlevered and ACE VI (D) Rated Notes feeder funds. The gross and net IRR for ACE VI (G) Unlevered are 14.3% and 10.1%, respectively. The gross and net MoIC for ACE VI (G) Unlevered are 1.2x and 1.1x, respectively. The gross and net IRR for ACE VI (G) Levered are 22.4% and 13.3%, respectively. The gross and net MoIC for ACE VI (G) Levered are 1.2x and 1.2x, respectively. The gross and net IRR for ACE VI (E) II Unlevered are 12.1% and 8.5%, respectively. The gross and net MoIC for ACE VI (E) II Unlevered are 1.1x and 1.1x, respectively. The gross and net IRR for ACE VI (E) II Levered are 19.4% and 13.8%, respectively. The gross and net MoIC for ACE VI (E) II Levered are 1.2x and 1.2x, respectively. The gross and net IRR for ACE VI (D) Levered are 22.2% and 16.9%, respectively. The gross and net MoIC for ACE VI (D) Levered are 1.2x and 1.2x, respectively. The gross and net IRR for ACE VI (Y) Unlevered are 10.7% and 7.3%, respectively. The gross and net MoIC for ACE VI (Y) Unlevered are 1.1x and 1.1x, respectively. The gross and net IRR for ACE VI (D) Rated Notes are 19.1% and 12.0%, respectively. The gross and net MoIC for ACE VI (D) Rated Notes are 1.2x and 1.1x, respectively. Original capital commitments are converted to U.S. Dollars at the prevailing exchange rate at the time of the fund’s closing. All other values for ACE VI Unlevered and ACE VI Levered are for the combined levered and unlevered parallel funds and are converted to U.S. Dollars at the prevailing quarter-end exchange rate. (8) SDL III Unlevered includes investor commitments in three currencies: U.S. Dollars, GBP, and Yen. The gross and net IRR and MoIC presented in the table are for investors committed in U.S. Dollars. The gross and net IRR for investors committed in GBP are 13.8% and 10.3%, respectively. The gross and net MoIC for investors committed in GBP are 1.1x and 1.1x, respectively. The gross and net IRR for investors committed in Yen are 7.3% and 3.7%, respectively. The gross and net MoIC for investors committed in Yen are 1.1x and 1.0x, respectively. Original capital commitments are converted to U.S. Dollars at the prevailing exchange rate at the time of the fund’s closing. All other values for SDL III Unlevered are for the combined fund and are converted to U.S. Dollars at the prevailing quarter-end exchange rate. (1) (2) (3) (4) (5) (6) (7) (7) (8) (9) (9) (10) (10) 136
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Table of Contents (9) ACE IV is made up of four parallel funds, two denominated in Euros and two denominated in GBP: ACE IV (E) Unlevered, ACE IV (G) Unlevered, ACE IV (E) Levered and ACE IV (G) Levered and one feeder fund: ACE IV (D) Levered. ACE IV (E) Levered includes the ACE IV (D) Levered feeder fund. The gross and net IRR and MoIC presented in the table are for ACE IV (E) Unlevered and ACE IV (E) Levered. Metrics for ACE IV (E) Levered exclude the U.S. Dollar denominated feeder fund. The gross and net IRR for ACE IV (G) Unlevered are 9.5% and 6.9%, respectively. The gross and net MoIC for ACE IV (G) Unlevered are 1.5x and 1.4x, respectively. The gross and net IRR for ACE IV (G) Levered are 12.2% and 8.6%, respectively. The gross and net MoIC for ACE IV (G) Levered are 1.7x and 1.5x, respectively. The gross and net IRR for ACE IV (D) Levered are 12.2% and 8.9%, respectively. The gross and net MoIC for ACE IV (D) Levered are 1.7x and 1.5x, respectively. Original capital commitments are converted to U.S. Dollars at the prevailing exchange rate at the time of the fund’s closing. All other values for ACE IV Unlevered and ACE IV Levered are for the combined levered and unlevered parallel funds and are converted to U.S. Dollars at the prevailing quarter-end exchange rate. (10) ACE V is made up of four parallel funds, two denominated in Euros and two denominated in GBP: ACE V (E) Unlevered, ACE V (G) Unlevered, ACE V (E) Levered, and ACE V (G) Levered, and two feeder funds: ACE V (D) Levered and ACE V (Y) Unlevered. ACE V (E) Levered includes the ACE V (D) Levered feeder fund and ACE V (E) Unlevered includes the ACE V (Y) Unlevered feeder fund. The gross and net IRR and gross and net MoIC presented in the table are for ACE V (E) Unlevered and ACE V (E) Levered. Metrics for ACE V (E) Levered exclude the ACE V (D) Levered feeder fund and metrics for ACE V (E) Unlevered exclude the ACE V (Y) Unlevered feeder fund. The gross and net IRR for ACE V(G) Unlevered are 11.8% and 8.9%, respectively. The gross and net MoIC for ACE V (G) Unlevered are 1.4x and 1.3x, respectively. The gross and net IRR for ACE V (G) Levered are 15.5% and 11.1%, respectively. The gross and net MoIC for ACE V (G) Levered are 1.5x and 1.4x, respectively. The gross and net IRR for ACE V (D) Levered are 14.6% and 10.9%, respectively. The gross and net MoIC for ACE V (D) Levered are 1.5x and 1.4x, respectively. The gross and net IRR for ACE V (Y) Unlevered are 11.9% and 8.8%, respectively. The gross and net MoIC for ACE V (Y) Unlevered are 1.4x and 1.3x, respectively. Original capital commitments are converted to U.S. Dollars at the prevailing exchange rate at the time of the fund’s closing. All other values for ACE V Unlevered and ACE V Levered are for the combined levered and unlevered parallel funds and are converted to U.S. Dollars at the prevailing quarter-end exchange rate. 137
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Table of Contents Real Assets Group—Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 Fee Related Earnings The following table presents the components of the Real Assets Group’s FRE ($ in thousands): Year ended December 31, Favorable (Unfavorable) 2025 2024 $ Change % Change Management fees $ 678,355 $ 401,968 $ 276,387 69% Fee related performance revenues 35,665 — 35,665 NM Other fees 181,104 27,263 153,841 NM Compensation and benefits (315,616) (160,357) (155,259) (97) General, administrative and other expenses (114,848) (56,768) (58,080) (102) Fee Related Earnings $ 464,660 $ 212,106 252,554 119 Management Fees. The chart below presents Real Assets Group management fees and effective management fee rates ($ in millions): 138
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Table of Contents The following table presents the components of and causes for changes in the Real Assets Group’s management fees for the year ended December 31, 2025 compared to the prior year ($ in millions): Year-over-yearChange Fees from acquisitions: Fees from the GCP Acquisition effective March 1, 2025, excluding catch-up fees $ 199.1 Fees from the WSM Acquisition effective December 1, 2024 20.2 Catch-up fees generated from U.S. Logistics Partners V, L.P. 3.7 Perpetual wealth vehicles: Base management fees from our open-ended core infrastructure fund, our diversified non-traded REIT and our U.S. open-ended industrial real estatefund, driven by additional capital raised 27.3 Part I Fees from our open-ended core infrastructure fund which started generating Part I Fees in the third quarter of 2025, driven by an increase in netinvestment income from its growing portfolio of investments 3.9 Capital commitments: Fees from our 11th U.S. value-add real estate equity fund, fourth European value-add real estate equity fund, our sixth infrastructure debt fund and ACIPII, excluding catch-up fees 27.8 Catch-up fees from our fourth European value-add real estate equity fund, ACIP II and our 11th U.S. value-add real estate equity fund 3.1 Catch-up fees from Ares U.S. Real Estate Opportunity Fund IV, L.P. (“AREOF IV”), which had its final close in the third quarter of 2024 (6.5) Distributions that reduced the fee base of EIF V, Infrastructure Debt Fund IV, L.P. and U.S. Power Fund IV, L.P. as the funds are past their investmentperiods (8.9) Cumulative effect of other changes 6.7 Total $ 276.4 The decrease in effective management fee rate for the year ended December 31, 2025 compared to the prior year was primarily driven by lower effective management fee rates from funds that we manage as a result of the GCP Acquisition and the impact of the fees received from these funds. Certain of these funds pay management fees based on net operating income and we present the associated effective management fee rates as a percentage of fund assets, which may result in greater variability in the Real Assets Group’s effective management fee rate. In addition, due to the vertically integrated focus of the acquired platform following the GCP Acquisition, we expect the size and composition of other fees earned from certain funds will increase relative to management fees. Fee Related Performance Revenues. Fee related performance revenues for the year ended December 31, 2025 were primarily attributable to incentive fees earned from: (i) our U.S. open-ended industrial real estate fund that crystallizes incentive fees by investor based on performance over three-year measurement periods; and (ii) our diversified non-traded REIT, driven by strong fund performance. Other Fees. The increase in other fees for the year ended December 31, 2025 compared to the prior year was driven by incremental fees of $143.1 million following the completion of the GCP Acquisition. The GCP Acquisition enhances our vertically integrated capabilities, which enables us to earn various forms of property-related fees. For the year ended December 31, 2025, these incremental fees largely represented development, property management and leasing fees. Excluding the aforementioned impact of the GCP Acquisition, other fees increased by $10.3 million, or 37.8%, for the year ended December 31, 2025 compared to the prior year, primarily due to higher property management fees earned as we internalized certain property management services. We expect property management fees to increase in future periods as we expand these services across more properties and retain the fees for services that were previously outsourced to third-parties. Compensation and Benefits. The GCP Acquisition added 524 professionals to our headcount as of December 31, 2025, which represents 464 full-time equivalents for the year-to-date period. Headcount growth attributable to the GCP Acquisition contributed $113.3 million in employment related costs for the year ended December 31, 2025, largely reflecting salary expense and incentive-based compensation. Compensation and benefits, excluding the aforementioned impact from the GCP Acquisition, increased by $42.5 million, or 26%, for the year ended December 31, 2025 compared to the prior year. The increase in compensation and benefits over the comparative period was driven by: (i) higher fee related performance compensation of $20.2 million, corresponding to the aforementioned increase in fee related performance revenues; and (ii) higher incentive-based compensation. Full-time equivalent headcount increased by 127% to 886 investment and investment support professionals for the year-to-date period in 2025 from 391 professionals for the same period in 2024, including the impact of the GCP Acquisition previously discussed. 139
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Table of Contents General, Administrative and Other Expenses. The GCP Acquisition contributed $44.6 million in general, administrative and other expenses for the year ended December 31, 2025. We expect operating expenses to fluctuate during an integration period as we continue to seek to generate cost savings and to execute on synergy opportunities. General, administrative and other expenses, excluding the aforementioned impact from the GCP Acquisition, increased by $13.6 million, or 24%, for the year ended December 31, 2025 compared to the prior year. The increase was primarily driven by supplemental distribution fees, which increased by $9.3 million for the year ended December 31, 2025 compared to the prior year, as we expanded our wealth product offerings with our open-ended core infrastructure fund. In addition, occupancy costs and information technology costs collectively increased by $2.9 million for the year ended December 31, 2025 compared to the prior year to support our growing headcount and the expansion of our business. Realized Income The following table presents the components of the Real Assets Group’s RI ($ in thousands): Year ended December 31, Favorable (Unfavorable) 2025 2024 $ Change % Change Fee Related Earnings $ 464,660 $ 212,106 $ 252,554 119% Performance income—realized 99,813 60,317 39,496 65 Performance related compensation—realized (67,883) (37,283) (30,600) (82) Realized net performance income 31,930 23,034 8,896 39 Investment income—realized 31,356 5,184 26,172 NM Interest income 6,895 7,649 (754) (10) Interest expense (92,787) (29,763) (63,024) (212) Realized net investment loss (54,536) (16,930) (37,606) (222) Realized Income $ 442,054 $ 218,210 223,844 103 The Real Assets Group’s realized activities were principally composed of and caused by the following: Year ended December 31, 2025 Year ended December 31, 2024 Realized net performance income Carried interest: • Tax distributions of $12.6 million from EIF V • Distributions of $15.3 million from U.S. Real Estate Fund IX, L.P. (“US IX”), U.S. Real Estate Fund VIII, L.P. (“US VIII”) and a U.S. real estate equity fund, which are all European-style waterfall funds that are past their investment periods and monetizing investments • Distributions of $2.1 million from the sale of an ACIP I co-investment vehicle’s investment in a renewable energy company Carried interest: • Distributions of $8.8 million from US VIII and a U.S. real estate equity fund, which are both European-style waterfall funds that are past their investment periods and monetizing investments • Distributions of $3.1 million from the partial sale of an ACIP I co-investment vehicle’s investment in a renewable energy company Incentive fees: • $8.7 million generated from a U.S. industrial real estate equity fund that is based upon a three-year measurement period • $2.1 million generated from a U.S. open-ended industrial real estate fund that varies based upon a three-year measurement period calculated for each fund investor Realized investment income and interest income • Income of $20.1 million from our APAC real estate equity and real estate debt funds • Income of $3.5 million from US VIII, which is past its investment period and monetizing investments • Income of $15.6 million primarily from our real estate debt and infrastructure debt funds • Interest earned from loans that we made within our real estate debt strategy • Income of $1.2 million from the sale of an infrastructure opportunities fund’s investment in a wind energy company • Realized loss of $12.4 million associated with a guarantee of a credit facility provided in connection with a historical acquisition Interest expense increased over the comparative period primarily due to financing costs incurred in connection with the GCP Acquisition. Interest expense is allocated among our segments primarily based on the cost basis of our balance sheet investments and the cost of acquisitions. The financing costs to complete the GCP Acquisition resulted in a greater allocation of interest expense to the Real Assets Group in the current year. 140
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Table of Contents Real Assets Group—Performance Income The following table presents the accrued carried interest, also referred to as accrued performance income, and related performance compensation for the Real Assets Group. Accrued net performance income excludes net performance income that has been realized but not yet received as of the reporting date ($ in millions): As of December 31, 2025 2024 AccruedPerformanceIncome AccruedPerformanceCompensation Accrued NetPerformanceIncome AccruedPerformanceIncome AccruedPerformanceCompensation Accrued NetPerformanceIncome US IX $ 85.0 $ 52.7 $ 32.3 $ 99.8 $ 61.9 $ 37.9 EIF V 93.6 70.0 23.6 121.3 90.7 30.6 IDF V 172.5 106.9 65.6 113.7 69.3 44.4 ACIP I 84.8 58.2 26.6 97.7 66.8 30.9 Other Real Assets funds 151.1 104.6 46.5 135.8 85.7 50.1 Total Real Assets Group $ 587.0 $ 392.4 $ 194.6 $ 568.3 $ 374.4 $ 193.9 The following table presents the change in accrued performance income for the Real Assets Group ($ in millions): As of December 31,2024 Activity during the period As of December 31,2025 WaterfallType Accrued PerformanceIncome Change inUnrealized Realized Other Adjustments Accrued PerformanceIncome Accrued Carried Interest US IX European $ 99.8 $ 11.5 $ (26.3) $ — $ 85.0 EIF V European 121.3 22.1 (49.8) — 93.6 IDF V European 113.7 42.0 — 16.8 172.5 ACIP I European 97.7 (7.6) (5.3) — 84.8 Other Real Assets funds European 97.2 34.9 (17.9) 0.9 115.1 Other Real Assets funds American 38.6 (2.6) — — 36.0 Total accrued carried interest 568.3 100.3 (99.3) 17.7 587.0 Other Real Assets funds Incentive — 0.5 (0.5) — — Total Real Assets Group $ 568.3 $ 100.8 $ (99.8) $ 17.7 $ 587.0 141
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Table of Contents Real Assets Group—Assets Under Management The tables below present rollforwards of AUM for the Real Assets Group ($ in millions): Real Estate Infrastructure Total RealAssets Group Balance at 12/31/2024 $ 58,246 $ 17,052 $ 75,298 Acquisitions 43,273 2,008 45,281 New par/equity commitments 7,799 6,517 14,316 New debt commitments 8,597 1,014 9,611 Capital reductions (3,014) (261) (3,275) Distributions (3,975) (2,407) (6,382) Redemptions (786) (378) (1,164) Net allocations among investment strategies (411) 683 272 Change in fund value 4,016 1,115 5,131 Balance at 12/31/2025 $ 113,745 $ 25,343 $ 139,088 Real Estate Infrastructure Total RealAssets Group Balance at 12/31/2023 $ 49,715 $ 15,698 $ 65,413 Acquisitions 2,488 — 2,488 New par/equity commitments 5,729 1,638 7,367 New debt commitments 4,049 — 4,049 Capital reductions (1,086) — (1,086) Distributions (1,806) (1,669) (3,475) Redemptions (1,093) — (1,093) Net allocations among investment strategies — 20 20 Change in fund value 250 1,365 1,615 Balance at 12/31/2024 $ 58,246 $ 17,052 $ 75,298 The components of our AUM for the Real Assets Group are presented below ($ in billions): AUM: $139.1 AUM: $75.3 FPAUM Non-fee paying AUM not yet paying fees (1) Includes $1.4 billion and $1.0 billion of non-fee paying AUM from our general partner and employee commitments as of December 31, 2025 and 2024, respectively. (1) 142
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Table of Contents Real Assets Group—Fee Paying AUM The tables below present rollforwards of fee paying AUM for the Real Assets Group ($ in millions): Real Estate Infrastructure Total RealAssets Group Balance at 12/31/2024 $ 32,896 $ 11,192 $ 44,088 Acquisitions 30,178 289 30,467 Commitments 5,662 2,342 8,004 Deployment/increase in leverage 3,824 2,703 6,527 Capital reductions (1,190) — (1,190) Distributions (3,067) (3,787) (6,854) Redemptions (786) (378) (1,164) Net allocations among investment strategies (411) 658 247 Change in fund value 3,187 (376) 2,811 Change in fee basis 770 359 1,129 Balance at 12/31/2025 $ 71,063 $ 13,002 $ 84,065 Real Estate Infrastructure Total RealAssets Group Balance at 12/31/2023 $ 30,310 $ 11,028 $ 41,338 Acquisitions 1,554 — 1,554 Commitments 3,214 226 3,440 Deployment/increase in leverage 2,105 1,075 3,180 Capital reductions (12) — (12) Distributions (1,363) (794) (2,157) Redemptions (1,093) — (1,093) Net allocations among investment strategies — 20 20 Change in fund value (99) (57) (156) Change in fee basis (1,720) (306) (2,026) Balance at 12/31/2024 $ 32,896 $ 11,192 $ 44,088 The charts below present FPAUM for the Real Assets Group by its fee bases ($ in billions): FPAUM: $84.1 FPAUM: $44.1 Invested capital GAV Market value Capital commitments (1) Amounts represent FPAUM from funds that primarily invest in illiquid strategies. The underlying investments held in these funds are generally subject to less market volatility than investments held in liquid strategies. (1) 143
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Table of Contents Real Assets Group—Fund Performance Metrics as of December 31, 2025 The significant funds presented in the tables below collectively contributed approximately 34% of the Real Assets Group’s management fees for the year ended December 31, 2025. The following table presents the performance data for our significant perpetual funds in the Real Assets Group as of December 31, 2025 ($ in millions): Returns(%) PrimaryInvestment Strategy Year ofInception AUM Year-To-Date Since Inception Fund Gross Net Gross Net Diversified non-traded REIT Real Estate 2012 $ 7,417 N/A 11.6 N/A 6.5 J-REIT Real Estate 2012 7,547 N/A N/A N/A 13.3 Industrial non-traded REIT Real Estate 2017 7,648 N/A 8.3 N/A 8.5 U.S. open-ended industrial real estate fund Real Estate 2017 5,983 7.7 6.5 16.3 13.3 Japanese open-ended industrial real estate fund Real Estate 2020 3,915 10.1 9.4 13.1 11.8 (1) Since inception returns are annualized. (2) Performance is measured by total return, which includes income and appreciation and reinvestment of all distributions for the respective time period. Returns are shown for institutional share class. Shares of other classes may have lower returns due to higher selling commissions and fees. Actual individual stockholder returns will vary. Net returns are calculated using the fund’s NAV and assume distributions are reinvested at the NAV on the date of distribution. The inception date used in the calculation of the since inception return is the date in which the first shares of common stock were sold after converting to a NAV-based REIT. (3) Performance is measured by total return, which includes income and appreciation and reinvestment of all distributions for the respective time period. Actual individual stockholder returns will vary. Net returns are calculated using the fund’s NAV and assume distributions are reinvested at NAV on the semi-annual period-end date. NAVs are calculated semi-annually in February and August, and therefore, only the since inception return is presented. The inception date used in the calculation of the since inception return is the date in which the fund’s investment units began to be listed on the Tokyo Stock Exchange. The since inception return is calculated based on the most recent NAV date. Additional information related to J-REIT can be found in its materials posted to its website, which are not part of this report. (4) Performance is measured by total return, which includes income and appreciation and reinvestment of all distributions for the respective time period. Returns are shown for institutional share class. Shares of other classes may have lower returns due to higher selling commissions and fees. Actual individual stockholder returns will vary. Net returns are calculated using the fund’s NAV and assume distributions are reinvested at the NAV on the date of distribution. (5) Returns are time-weighted rates of return and include the reinvestment of income and other earnings from securities or other investments and reflect the deduction of all trading expenses. Gross returns do not reflect the deduction of management fees, incentive fees, as applicable, or other expenses. Net returns are calculated by subtracting the applicable management fees, incentive fees, as applicable and other expenses from the gross returns on a quarterly basis. The following table presents the performance data of the Real Assets Group’s significant drawdown fund as of December 31, 2025 ($ in millions): PrimaryInvestmentStrategy Year ofInception AUM Original CapitalCommitments CapitalInvested toDate RealizedValue UnrealizedValue TotalValue MoIC IRR(%) Fund Gross Net Gross Net Fund Harvesting Investments Europe LogisticsIncome Partners IISCSp (“EIP II”) Real Estate 2020 $ 4,144 $ 1,839 $ 1,790 $ 346 $ 1,639 $ 1,985 1.2x 1.1x 2.8 2.4 (1) Realized proceeds include distributions of operating income, sales and financing proceeds received to the limited partners. (2) Unrealized value represents the fund’s NAV reduced by the accrued incentive allocation, if applicable. There can be no assurance that unrealized values will be realized at the valuations indicated. (3) The gross MoIC is calculated at the fund-level and is based on the interests of the fee-paying limited partners and if applicable, excludes interests attributable to the non-fee paying limited partners and/or the general partner which does not pay management fees or carried interest. The gross MoIC is before giving effect to management fees, carried interest, as applicable, and other expenses, but after giving effect to credit facility interest expenses, as applicable. The funds may utilize a credit facility during the investment period and for general cash management purposes. Early in the life of a fund, the gross fund-level MoICs would generally have been lower had such fund called capital from its limited partners instead of utilizing the credit facility. (4) The net MoIC is calculated at the fund-level and is based on the interests of the fee-paying limited partners and, if applicable, excludes interests attributable to the non fee-paying limited partners and/or the general partner which does not pay management fees or carried interest. The net MoIC is after giving effect to management fees, carried interest, as applicable, credit facility interestexpense, as applicable, and other expenses. The funds may utilize a credit facility during the investment period and for general cash management purposes. Early in the life of a fund, the net fund- level MoICs would generally have been lower had such fund called capital from its limited partners instead of utilizing the credit facility.(5) The gross IRR is an annualized since inception gross internal rate of return of cash flows to and from the fund and the fund’s residual value at the end of the measurement period. Gross IRR reflects returns to the fee-paying limited partners and, if applicable, excludes interests attributable to the non-fee paying limited partners and/or the general partner which does not pay management fees or carried interest. The cash flow dates used in the gross IRR calculation are based on the actual dates of the cash flows. The gross IRRs are calculated before giving effect to management fees, carried interest and other expenses, but after giving effect to credit facility interest expenses, as applicable. The funds may utilize a credit facility during the investment period and for general cash management purposes. Gross fund-level IRRs would generally have been lower had such fund called capital from its limited partners instead of utilizing the credit facility. (6) The net IRR is an annualized since inception net internal rate of return of cash flows to and from the fund and the fund’s residual value at the end of the measurement period. Net IRRs reflect returns to the fee-paying limited partners and, if applicable, exclude interests attributable to the non-fee paying limited partners and/or the general partner which does not pay management fees or carriedinterest. The cash flow dates used in the net IRR calculations are based on the actual dates of the cash flows. The net IRRs are calculated after giving effect to management fees and carried interest,other expenses and credit facility interest expenses, as applicable. The funds may utilize a credit facility during the investment period and for general cash management purposes. Net fund-level IRRs would generally have been lower had such fund called capital from its limited partners instead of utilizing the credit facility.(7) EIP II is a Euro-denominated fund. Original capital commitments are converted to U.S. Dollars at the prevailing exchange rate at the time of fund’s closing. All other values for EIP II are converted to U.S. Dollars at the prevailing quarter-end exchange rate. (1) (2) (3) (4) (5) (1) (2) (3) (4) (5) (6) (7) 144
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Table of Contents Secondaries Group—Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 Fee Related Earnings The following table presents the components of the Secondaries Group’s FRE ($ in thousands): Year ended December 31, Favorable (Unfavorable) 2025 2024 $ Change % Change Management fees $ 276,292 $ 197,287 $ 79,005 40% Fee related performance revenues 55,288 28,834 26,454 92 Other fees 6,580 222 6,358 NM Compensation and benefits (91,834) (66,290) (25,544) (39) General, administrative and other expenses (37,920) (33,881) (4,039) (12) Fee Related Earnings $ 208,406 $ 126,172 82,234 65 Management Fees. The chart below presents Secondaries Group management fees and effective management fee rates ($ in millions): The following table presents the components of and causes for changes in the Secondaries Group’s management fees for the year ended December 31, 2025 compared to the prior year ($ in millions): Year-over-yearChange Capital commitments: Catch-up fees generated from ASIS III and related vehicles $ 24.2 Base management fees from ASIS III 18.1 Perpetual wealth vehicles: Fees from APMF, driven by additional capital raised 29.3 Management fees from Ares Credit Secondaries Fund, L.P. (“ACS”), driven by capital deployment 5.1 Cumulative effect of other changes 2.3 Total $ 79.0 145
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Table of Contents The increase in effective management fee rate for the year ended December 31, 2025 compared to the year ended December 31, 2024 was primarily due to additional capital raised by APMF that has a fee rate of 1.40%. Fee Related Performance Revenues. The increase in fee related performance revenues for the year ended December 31, 2025 compared to the year ended December 31, 2024 was attributable to higher incentive fees earned from APMF, driven by increased IGAUM and higher investment returns over the comparative period. Other Fees. The increase in other fees for the year ended December 31, 2025 compared to the prior year was primarily attributable to capital markets transaction fees associated with underwriting services provided by AMCM on capital markets transactions. Compensation and Benefits. The increase in compensation and benefits for the year ended December 31, 2025 compared to the year ended December 31, 2024 was driven by: (i) higher fee related performance compensation of $14.5 million, corresponding to the increase in fee related performance revenues; and (ii) higher incentive-based compensation. We reduced fee related performance compensation by $11.1 million and $9.5 million for the years ended December 31, 2025 and 2024, respectively, to reclaim a portion of the supplemental distribution fees paid to distribution partners. Full-time equivalent headcount increased by 4% to 116 investment and investment support professionals for the year-to-date period in 2025 from 112 professionals in 2024. General, Administrative and Other Expenses. The increase in general, administrative and other expenses was primarily due to higher supplemental distribution fees of $4.7 million to support distribution of APMF shares. Realized Income The following table presents the components of the Secondaries Group’s RI ($ in thousands): Year ended December 31, Favorable (Unfavorable) 2025 2024 $ Change % Change Fee Related Earnings $ 208,406 $ 126,172 $ 82,234 65% Performance income—realized 177 361 (184) (51) Performance related compensation—realized (106) 110 (216) NM Realized net performance income 71 471 (400) (85) Investment income—realized 1,645 2,565 (920) (36) Interest income 1,176 972 204 21 Interest expense (7,998) (29,144) 21,146 73 Realized net investment loss (5,177) (25,607) 20,430 80 Realized Income $ 203,300 $ 101,036 102,264 101 Realized net investment loss for the years ended December 31, 2025 and 2024 largely represents allocated interest expense exceeding investment income during these periods. Interest expense allocated to the Secondaries Group decreased for the year ended December 31, 2025 compared to the prior year as a significant portion of the current year’s interest expense was allocated based on capital used to finance the GCP Acquisition, which occurred within the Real Assets Group. Prior to the GCP Acquisition, capital used to finance the acquisition of Landmark Partners, LLC resulted in greater interest expense allocated to the Secondaries Group in prior periods. 146
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Table of Contents Secondaries Group—Performance Income The following table presents the accrued carried interest, also referred to as accrued performance income, and related performance compensation for the Secondaries Group. Accrued net performance income excludes net performance income that has been realized but not yet received as of the reporting date ($ in millions): As of December 31, 2025 2024 AccruedPerformanceIncome AccruedPerformanceCompensation Accrued NetPerformanceIncome AccruedPerformanceIncome AccruedPerformanceCompensation Accrued NetPerformanceIncome LEP XVI $ 1.5 $ 1.5 $ — $ 144.1 $ 123.3 $ 20.8 LREF VIII 74.0 62.8 11.2 81.3 68.9 12.4 Other Secondaries funds 106.2 80.5 25.7 38.4 28.8 9.6 Total Secondaries Group $ 181.7 $ 144.8 $ 36.9 $ 263.8 $ 221.0 $ 42.8 The following table presents the change in accrued performance income for the Secondaries Group ($ in millions): As of December 31,2024 Activity during the period As of December 31,2025 Waterfall Type Accrued PerformanceIncome Change inUnrealized Realized OtherAdjustments Accrued PerformanceIncome Accrued Carried Interest LEP XVI European $ 144.1 $ (11.4) $ — $ (131.2) $ 1.5 LREF VIII European 81.3 (7.3) — — 74.0 Other Secondaries funds European 38.4 67.7 — 0.1 106.2 Total accrued carried interest 263.8 49.0 — (131.1) 181.7 Other Secondaries funds Incentive — 0.2 (0.2) — — Total Secondaries Group $ 263.8 $ 49.2 $ (0.2) $ (131.1) $ 181.7 The reduction in LEP XVI accrued carried interest that is presented within other adjustments results from the transfer of our rights to receive the carried interest from this fund in exchange for a capital interest in a structured financing vehicle. As a result, the value associated with the net carried interest that was transferred is now reflected as an investment in the structured financing vehicle. Secondaries Group—Assets Under Management The table below presents the rollforwards of AUM for the Secondaries Group ($ in millions): Private EquitySecondaries Real EstateSecondaries InfrastructureSecondaries CreditSecondaries Total SecondariesGroup Balance at 12/31/2024 $ 15,805 $ 7,779 $ 3,691 $ 1,878 $ 29,153 New par/equity commitments 5,127 432 3,322 2,974 11,855 New debt commitments 1,083 — — — 1,083 Capital reductions (32) (192) — (56) (280) Distributions (532) (178) (214) (39) (963) Redemptions (154) — — — (154) Net allocations among investment strategies 10 25 — 38 73 Change in fund value 797 330 176 86 1,389 Balance at 12/31/2025 $ 22,104 $ 8,196 $ 6,975 $ 4,881 $ 42,156 Private EquitySecondaries Real EstateSecondaries InfrastructureSecondaries CreditSecondaries Total SecondariesGroup Balance at 12/31/2023 $ 13,174 $ 7,826 $ 2,380 $ 1,380 $ 24,760 New par/equity commitments 2,489 279 1,192 493 4,453 New debt commitments 625 — — — 625 Distributions (504) (215) (146) (15) (880) Net allocations among investment strategies 15 — — 10 25 Change in fund value 6 (111) 265 10 170 Balance at 12/31/2024 $ 15,805 $ 7,779 $ 3,691 $ 1,878 $ 29,153 147
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Table of Contents The components of our AUM for the Secondaries Group are presented below ($ in billions): AUM: $42.1 AUM: $29.2 FPAUM AUM not yet paying fees Non-fee paying (1) Includes $0.6 billion and $0.5 billion of non-fee paying AUM from our general partner and employee commitments as of December 31, 2025 and 2024, respectively. Secondaries Group—Fee Paying AUM The table below presents the rollforwards of fee paying AUM for the Secondaries Group ($ in millions): Private EquitySecondaries Real EstateSecondaries InfrastructureSecondaries Credit Secondaries Total SecondariesGroup Balance at 12/31/2024 $ 12,788 $ 6,441 $ 2,582 $ 590 $ 22,401 Commitments 3,583 194 2,428 — 6,205 Deployment/increase in leverage 237 104 19 772 1,132 Distributions (92) (183) (73) — (348) Redemptions (154) — — — (154) Net allocations among investment strategies 10 25 — 38 73 Change in fund value 228 140 25 (91) 302 Change in fee basis (8) — (122) — (130) Balance at 12/31/2025 $ 16,592 $ 6,721 $ 4,859 $ 1,309 $ 29,481 Private EquitySecondaries Real EstateSecondaries InfrastructureSecondaries Credit Secondaries Total SecondariesGroup Balance at 12/31/2023 $ 11,204 $ 5,978 $ 1,763 $ 95 $ 19,040 Commitments 1,783 160 850 — 2,793 Deployment/increase in leverage 125 231 6 33 395 Distributions (146) (188) (132) (39) (505) Change in fund value (131) 19 95 58 41 Change in fee basis (47) 241 — 443 637 Balance at 12/31/2024 $ 12,788 $ 6,441 $ 2,582 $ 590 $ 22,401 (1) 148
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Table of Contents The chart below presents FPAUM for the Secondaries Group by its fee bases ($ in billions): 4139 FPAUM: $29.5 FPAUM: $22.4 Reported value Capital commitments Invested capital (1) Amounts represent FPAUM from funds that primarily invest in illiquid strategies. The underlying investments held in these funds are generally subject to less market volatility than investments held in liquid strategies. Secondaries Group—Fund Performance Metrics as of December 31, 2025 The significant funds presented in the tables below collectively contributed approximately 35% of the Secondaries Group’s management fees for the year ended December 31, 2025. The following table presents the performance data for our significant perpetual fund in the Secondaries Group as of December 31, 2025 ($ in millions): Returns(%) PrimaryInvestment Strategy Year ofInception AUM Year-To-Date Since Inception Fund Gross Net Gross Net APMF Private Equity Secondaries 2022 $ 5,008 N/A 13.4 N/A 14.2 (1) Since inception returns are annualized. (2) Returns are time-weighted rates of return and include the reinvestment of income and other earnings from securities or other investments and reflect the deduction of all trading expenses. Returns are shown for institutional share class. Shares of other classes may have lower returns due to higher selling commissions and fees. Net returns are calculated using the fund’s NAV and assume distributions are reinvested at the NAV on the date of distribution. Additional information related to APMF can be found in its filings with the SEC, which are not part of this report. The following table presents the performance data of the significant drawdown fund in the Secondaries Group as of December 31, 2025 ($ in millions): Primary InvestmentStrategy Year ofInception AUM Original CapitalCommitments CapitalInvested toDate RealizedValue UnrealizedValue TotalValue MoIC IRR(%) Fund Gross Net Gross Net Fund Harvesting Investments LEP XVI Private EquitySecondaries 2016 $ 4,146 $ 4,896 $ 4,318 $ 2,079 $ 3,264 $ 5,343 1.4x 1.2x 14.2 8.6 Returns for LEP XVI are calculated from results of the underlying portfolio that are generally reported on a three month lag and may not include the impact of economic and market activities occurring in the current reporting period. (1) Realized value represents the sum of all cash distributions to all limited partners and if applicable, exclude tax and incentive distributions made to the general partner. (2) Unrealized value represents the limited partners’ share of fund’s NAV reduced by the accrued incentive allocation, if applicable. There can be no assurance that unrealized values will be realized at the valuations indicated. (3) The gross MoIC is calculated at the fund-level and is based on the interests of all partners. If applicable, limiting the gross MoIC to exclude interests attributable to the non-fee paying limited partners and/or the general partner who does not pay management fees or carried interest would have no material impact on the result. The gross MoIC is before giving effect to management fees, carried interest, as applicable, and other expenses, but after giving effect to credit facility interest expenses, as applicable. The funds may utilize a short-term credit facility for general cash management purposes, as well as a long-term credit facility as permitted by the respective fund’s governing documentation. The gross fund-level MoIC would have generally been lower had such fund called capital from its partners instead of utilizing the credit facility. (4) The net MoIC is calculated at the fund-level and is based on the interests of the fee-paying limited partners and if applicable, excludes those interests attributable to the non-fee paying limited partners and/or the general partner which does not pay management fees or carried interest. The net MoIC is after giving effect to management fees and other expenses, carried interest and credit facility interest expense, as applicable. The funds may utilize a short-term credit facility for general cash management purposes, as well as a (1) (1) (2) (1) (2) (3) (4) (5) (6) (7) 149
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Table of Contents long-term credit facility as permitted by the respective fund’s governing documentation. The net fund-level MoICs would generally have been lower had such fund called capital from its limited partners instead of utilizing the credit facility. (5) The gross IRR is an annualized since inception gross internal rate of return of cash flows to and from the fund and the fund’s residual value at the end of the measurement period. Gross IRR reflects returns to all partners. If applicable, limiting the gross IRR to exclude interests attributable to the non-fee paying limited partners and/or the general partner who does not pay management fees or carried interest would have no material impact on the result. The cash flow dates used in the gross IRR calculation are based on the actual dates of the cash flows. The gross IRRs are calculated before giving effect to management fees, carried interest, as applicable, and other expenses, but after giving effect to credit facility interest expenses, as applicable. The funds may utilize a short-term credit facility for general cash management purposes, as well as a long-term credit facility as permitted by the respective fund’s governing documents. The gross fund-level IRR would generally have been lower had such fund called capital from its partners instead of utilizing the credit facility. (6) The net IRR is an annualized since inception net internal rate of return of cash flows to and from the fund and the fund’s residual value at the end of the measurement period. Net IRRs reflect returns to the fee-paying limited partners and, if applicable, exclude interests attributable to the non-fee paying limited partners and/or the general partner who does not pay management fees or carried interest. The cash flow dates used in the net IRR calculations are based on the actual dates of the cash flows. The net IRRs are calculated after giving effect to management fees and other expenses, carried interest and credit facility interest expenses, as applicable. The funds may utilize a short-term credit facility for general cash management purposes, as well as a long-term credit facility as permitted by the respective fund’s governing documents. Net fund-level IRRs would generally have been lower had such fund called capital from its limited partners instead of utilizing the credit facility. (7) The results of the fund are presented on a combined basis with the affiliated parallel funds or accounts, given that the investments are substantially the same. 150
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Table of Contents Private Equity Group—Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 Fee Related Earnings The following table presents the components of the Private Equity Group’s FRE ($ in thousands): Year ended December 31, Favorable (Unfavorable) 2025 2024 $ Change % Change Management fees $ 139,172 $ 137,130 $ 2,042 1% Other fees 1,824 1,695 129 8 Compensation and benefits (60,701) (56,830) (3,871) (7) General, administrative and other expenses (21,975) (21,449) (526) (2) Fee Related Earnings $ 58,320 $ 60,546 (2,226) (4) Management Fees. The chart below presents Private Equity Group management fees and effective management fee rates ($ in millions): 151
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Table of Contents The following table presents the components of and causes for changes in the Private Equity Group’s management fees for the year ended December 31, 2025 compared to the prior year ($ in millions): Year-over-yearChange Fees from Ares Corporate Opportunities Fund VII, L.P. (“ACOF VII”), which started generating fees in the fourth quarter of 2025 $ 7.3 Fees from acquired APAC private equity funds effective August 2025 4.2 Catch-up fees from Ares Asia Private Equity Fund III, L.P. (“AAPE III”) 1.7 Corporate private equity extended value fund that stopped paying fees at the end of the fourth quarter of 2024 (6.7) Distributions that reduced the fee base of ACOF V as the fund is past its investment period (2.2) Cumulative effect of other changes (2.3) Total $ 2.0 We expect a decrease in management fees from ACOF VI of approximately $40.0 million in 2026 due to the step down in fee rate and change in fee base beginning in the first quarter of 2026 following the commencement of fees for ACOF VII. The increase in effective management fee rate for the year ended December 31, 2025 compared to the year ended December 31, 2024 was primarily driven by a corporate private equity extended value fund, that stopped paying fees at the end of the fourth quarter of 2024 and had a lower effective management fee rate than the average effective management fee rate of funds within the Private Equity Group. Compensation and Benefits. The increase in compensation and benefits for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily due to higher incentive-based compensation. Full-time equivalent headcount increased by 6% to 109 investment and investment support professionals for the year-to-date period in 2025 from 103 professionals in 2024. Realized Income The following table presents the components of the Private Equity Group’s RI ($ in thousands): Year ended December 31, Favorable (Unfavorable) 2025 2024 $ Change % Change Fee Related Earnings $ 58,320 $ 60,546 $ (2,226) (4)% Performance income—realized 42,402 43,299 (897) (2) Performance related compensation—realized (31,994) (36,334) 4,340 12 Realized net performance income 10,408 6,965 3,443 49 Investment income (loss)—realized (15,659) 1,926 (17,585) NM Interest income 2,025 1,970 55 3 Interest expense (15,555) (18,906) 3,351 18 Realized net investment loss (29,189) (15,010) (14,179) (94) Realized Income $ 39,539 $ 52,501 (12,962) (25) The Private Equity Group’s realized activities were principally composed of and caused by the following: Year ended December 31, 2025 Year ended December 31, 2024 Realized net performance income Carried interest: • Distributions from partial sales of ACOF VI’s investment in Frontier Communications Parent, Inc. (“FYBR”) and ACOF IV’s investments in various energy companies Carried interest: • Distributions from partial sales of ACOF IV’s investments in various energy companies and ACOF VI’s investment in FYBR Realized investment income (loss) and interest income • Realized investment losses of $10.8 million in connection with liquidating an APAC private equity fund • Income from our corporate private equity funds Interest expense allocated to the Private Equity Group decreased for the year ended December 31, 2025 compared to the prior year as a significant portion of the current year’s interest expense was allocated based on capital used to finance the GCP Acquisition, which occurred within the Real Assets Group. 152
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Table of Contents Private Equity Group—Performance Income The following table presents the accrued carried interest, also referred to as accrued performance income, and related performance compensation for the Private Equity Group ($ in millions): As of December 31, 2025 2024 AccruedPerformanceIncome AccruedPerformanceCompensation Accrued NetPerformanceIncome AccruedPerformanceIncome AccruedPerformanceCompensation Accrued NetPerformanceIncome ACOF IV $ 142.8 $ 114.4 $ 28.4 $ 166.8 $ 133.6 $ 33.2 ACOF VI 594.3 584.1 10.2 523.1 442.8 80.3 Other Private Equity funds 11.1 8.9 2.2 20.9 14.8 6.1 Total Private Equity Group $ 748.2 $ 707.4 $ 40.8 $ 710.8 $ 591.2 $ 119.6 The following table presents the change in accrued carried interest for the Private Equity Group ($ in millions): As of December 31,2024 Activity during the period As of December 31,2025 WaterfallType Accrued CarriedInterest Change inUnrealized Realized OtherAdjustments Accrued CarriedInterest ACOF IV American $ 166.8 $ (4.8) $ (19.2) $ — $ 142.8 ACOF VI American 523.1 191.5 (23.2) (97.1) 594.3 Other Private Equity funds European 13.1 (12.2) — — 0.9 Other Private Equity funds American 7.8 2.4 — — 10.2 Total Private Equity Group $ 710.8 $ 176.9 $ (42.4) $ (97.1) $ 748.2 The reduction in ACOF VI accrued carried interest that is presented within other adjustments results from the transfer of our rights to receive the carried interest from this fund in exchange for capital interests in certain structured financing vehicles. As a result, the value associated with the transferred carried interest is now reflected as investments in these structured financing vehicles. Private Equity Group—Assets Under Management The tables below present rollforwards of AUM for the Private Equity Group ($ in millions): Corporate PrivateEquity APAC PrivateEquity Other Total PrivateEquity Group Balance at 12/31/2024 $ 21,064 $ 2,977 $ — $ 24,041 Acquisitions — 856 — 856 New par/equity commitments 2,191 91 — 2,282 Capital reductions (55) — — (55) Distributions (1,878) (153) — (2,031) Change in fund value 553 (358) — 195 Balance at 12/31/2025 $ 21,875 $ 3,413 $ — $ 25,288 Corporate PrivateEquity APAC PrivateEquity Other Total PrivateEquity Group Balance at 12/31/2023 $ 20,998 $ 3,414 $ 139 $ 24,551 New par/equity commitments 458 3 58 519 Capital reductions (4) — — (4) Distributions (685) (19) — (704) Redemptions — (2) — (2) Net allocations among investment strategies 150 — (197) (47) Change in fund value 147 (419) — (272) Balance at 12/31/2024 $ 21,064 $ 2,977 $ — $ 24,041 (1) Amounts represent equity commitments to the platform that have not yet been allocated to an investment strategy. (1) 153
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Table of Contents The components of our AUM for the Private Equity Group are presented below ($ in billions): AUM: $25.3 AUM: $24.0 FPAUM Non-fee paying AUM not yet paying fees (1) Includes $1.1 billion and $1.2 billion of non-fee paying AUM from our general partner and employee commitments as of December 31, 2025 and 2024, respectively. Private Equity Group—Fee Paying AUM The tables below present rollforwards of fee paying AUM for the Private Equity Group ($ in millions): Corporate PrivateEquity APAC PrivateEquity Total PrivateEquity Group Balance at 12/31/2024 $ 9,860 $ 1,567 $ 11,427 Acquisitions — 1,118 1,118 Commitments 516 48 564 Deployment/increase in leverage 52 13 65 Capital reductions (11) — (11) Distributions (916) — (916) Change in fund value (81) (203) (284) Change in fee basis 2,786 (312) 2,474 Balance at 12/31/2025 $ 12,206 $ 2,231 $ 14,437 Corporate PrivateEquity APAC PrivateEquity Total PrivateEquity Group Balance at 12/31/2023 $ 11,459 $ 1,665 $ 13,124 Deployment/increase in leverage 28 19 47 Distributions (54) — (54) Redemptions — (2) (2) Change in fund value (21) — (21) Change in fee basis (1,552) (115) (1,667) Balance at 12/31/2024 $ 9,860 $ 1,567 $ 11,427 (1) 154
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Table of Contents The charts below present FPAUM for the Private Equity Group by its fee bases ($ in billions): FPAUM: $14.4 FPAUM: $11.4 Capital commitments Invested capital Private Equity Group—Fund Performance Metrics as of December 31, 2025 The significant funds presented in the table below collectively contributed approximately 69% of the Private Equity Group’s management fees for the year ended December 31, 2025. The following table presents the performance data of the Private Equity Group’s significant drawdown funds as of December 31, 2025 ($ in millions): Primary InvestmentStrategy Year ofInception AUM Original CapitalCommitments CapitalInvested toDate RealizedValue UnrealizedValue TotalValue MoIC IRR(%) Fund Gross Net Gross Net Fund Deploying Capital ACOF VI Corporate PrivateEquity 2020 $ 8,852 $ 5,743 $ 5,966 $ 2,224 $ 8,417 $ 10,641 1.7x 1.5x 21.3 16.0 Fund Harvesting Investments ACOF V Corporate PrivateEquity 2017 6,332 7,850 7,611 4,499 5,891 10,390 1.4x 1.2x 6.2 4.4 (1) Realized value represents the sum of all cash dividends, interest income, other fees and cash proceeds from realizations of interests in portfolio investments. Realized value excludes any proceeds related to bridge financings. (2) Unrealized value represents the fair market value of remaining investments. Unrealized value does not take into account any bridge financings. There can be no assurance that unrealized investments will be realized at the valuations indicated. (3) The gross MoIC is calculated at the fund-level and is based on the interests of the fee-paying limited partners and if applicable, excludes interests attributable to the non-fee paying limited partners and/or the general partner which does not pay management fees or carried interest. The gross MoIC is before giving effect to management fees, carried interest, as applicable, and other expenses, but after giving effect to credit facility interest expenses, as applicable. The gross MoICs are also calculated before giving effect to any bridge financings. The funds may utilize a credit facility during the investment period and for general cash management purposes. Early in the life of a fund, the gross fund-level MoICs would generally have been lower had such fund called capital from its limited partners instead of utilizing the credit facility. (4) The net MoIC is calculated at the fund-level. The net MoIC is based on the interests of the fee-paying limited partners and if applicable, excludes interests attributable to the non-fee paying limited partners and/or the general partner which does not pay management fees or performance fees. The net MoIC is after giving effect to management fees, carried interest, as applicable, and other expenses. The net MoICs are also calculated before giving effect to any bridge financings. Inclusive of bridge financings, the net MoIC would be 1.2x for ACOF V and 1.4x for ACOF VI. The funds may utilize a credit facility during the investment period and for general cash management purposes. Early in the life of a fund, the net fund-level MoICs would generally have been lower had such fund called capital from its limited partners instead of utilizing the credit facility. (5) The gross IRR is an annualized since inception gross internal rate of return of cash flows to and from the fund and the fund’s residual value at the end of the measurement period. Gross IRRs reflect returns to the fee-paying limited partners and, if applicable, excludes interests attributable to the non-fee paying limited partners and/or the general partner which does not pay management fees or carried interest. The cash flow dates used in the gross IRR calculation are based on the actual dates of the cash flows. The gross IRRs are calculated before giving effect to management fees, carried interest, as applicable, and other expenses, but after giving effect to credit facility interest expenses, as applicable. The gross IRRs are also calculated before giving effect to any bridge financings. The funds may utilize a credit facility during the investment period and for general cash management purposes. Gross fund-level IRRs would generally have been lower had such fund called capital from its limited partners instead of utilizing the credit facility. (6) The net IRR is an annualized since inception net internal rate of return of cash flows to and from the fund and the fund’s residual value at the end of the measurement period. Net IRRs reflect returns to the fee-paying limited partners and if applicable, exclude interests attributable to the non-fee paying limited partners and/or the general partner which does not pay management fees or carried interest. The cash flow dates used in the net IRR calculation are based on the actual dates of the cash flows. The net IRRs are calculated after giving effect to management fees, carried interest as applicable, and other expenses and exclude commitments by the general partner and Schedule I investors who do not pay either management fees or carried interest. The funds may utilize a credit facility during the investment period and for general cash management purposes. Net fund-level IRRs would generally have been lower had such fund called capital from its limited partners instead of utilizing the credit facility. The net IRRs are also calculated before giving effect to any bridge financings. Inclusive of bridge financings, the net IRRs would be 4.5% for ACOF V and 15.5% for ACOF VI. (1) (2) (3) (4) (5) (6) 155
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Table of Contents Operations Management Group—Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 Fee Related Earnings The following table presents the components of the Operations Management Group’s FRE ($ in thousands): Year ended December 31, Favorable (Unfavorable) 2025 2024 $ Change % Change Other fees $ 27,604 $ 20,357 $ 7,247 36% Compensation and benefits (534,113) (421,268) (112,845) (27) General, administrative and other expenses (301,692) (220,019) (81,673) (37) Fee Related Earnings $ (808,201) $ (620,930) (187,271) (30) Other Fees. The increase in other fees for the year ended December 31, 2025 compared to the year ended December 31, 2024 was primarily attributable to higher facilitation fees from the 1031 exchange program associated with our non-traded REITs, as well as higher capital markets transaction fees associated with underwriting services provided by AMCM on capital markets transactions. Compensation and Benefits. The GCP Acquisition added 278 business operations professionals to our headcount as of December 31, 2025, which represents 225 full-time equivalents for the year-to-date period. Headcount growth attributable to the GCP Acquisition contributed $43.3 million in employment related costs for the year ended December 31, 2025, largely reflecting salary expense and incentive-based compensation. Compensation and benefits, excluding the aforementioned impact from the GCP Acquisition, increased by $69.5 million, or 16%, for the year ended December 31, 2025 compared to the prior year. The increase in compensation and benefits was driven by: (i) the increase in headcount to expand our capabilities and support the growth of our business and other strategic initiatives; and (ii) higher incentive-based compensation. In future periods, we expect compensation and benefits to increase as we transfer investment professionals from our operating segments to build our Capital Solutions Group within OMG. Full-time equivalent headcount increased by 27% to 2,112 professionals for the year-to-date period in 2025 from 1,660 professionals in 2024, including the impact from the GCP Acquisition previously discussed. General, Administrative and Other Expenses. The GCP Acquisition contributed $40.7 million in general, administrative and other expenses for the year ended December 31, 2025 and primarily included certain non-recurring integration costs of $18.2 million. We expect operating expenses to fluctuate during an integration period as we continue to seek to generate cost savings and to execute on synergy opportunities. General, administrative and other expenses, excluding the aforementioned impact from the GCP Acquisition, increased by $41.0 million or 19% for the year ended December 31, 2025 compared to the prior year. The increase in general, administrative and other expenses was driven by occupancy costs and information technology costs, which collectively increased by $16.8 million, over the comparative period. The increase in these expenses were primarily to support our growing headcount and the expansion of our business, with occupancy costs also being impacted by the expansion of our New York headquarters. Realized Income The following table presents the components of the OMG’s RI ($ in thousands): Year ended December 31, Favorable (Unfavorable) 2025 2024 $ Change % Change Fee Related Earnings $ (808,201) $ (620,930) $ (187,271) (30)% Investment income (loss)—realized 1,355 (650) 2,005 NM Interest income 2,907 1,723 1,184 69 Interest expense (363) (701) 338 48 Realized net investment income 3,899 372 3,527 NM Realized Income $ (804,302) $ (620,558) (183,744) (30) 156
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Table of Contents Liquidity and Capital Resources Management assesses liquidity in terms of our ability to generate cash to fund operating, investing and financing activities. Management believes that we are well-positioned and our liquidity will continue to be sufficient for our foreseeable working capital needs, contractual obligations, dividend payments and strategic initiatives. Sources and Uses of Liquidity Our sources of liquidity are: (i) cash on hand; (ii) net working capital; (iii) cash from operations, including management fees, other fees, fee related performance revenues and net realized performance income; (iv) fund distributions related to our investments that are unpredictable as to amount and timing; and (v) net borrowings from the Credit Facility. As of December 31, 2025, our cash and cash equivalents were $488.9 million and we have $460.0 million available under our Credit Facility. Our ability to draw from the Credit Facility is subject to leverage and other covenants. We remain in compliance with all covenants as of December 31, 2025. We believe that these sources of liquidity will be sufficient to fund our working capital requirements and to meet our commitments in the ordinary course of business and under the current market conditions for the foreseeable future. Cash flows from management fees may be impacted by a slowdown in deployment, declines in valuations or negatively impacted fundraising. In addition, management fees may be subject to deferral and fee related performance revenues may be subject to hold backs. Transfers of our financial interests, such as capital interests and rights to performance income earned by us from funds that we manage, to structured financing vehicles that we manage, may reduce or delay our cash flows and liquidity associated with these financial interests. Declines or delays in transaction activity may also impact our fund distributions and net realized performance income, which could adversely impact our cash flows and liquidity. Market conditions may make it difficult to extend the maturity or refinance our existing indebtedness or obtain new indebtedness with similar terms. We expect that our primary liquidity needs will continue to be to: (i) provide capital to facilitate the growth of our existing investment management businesses; (ii) fund our investment commitments; (iii) provide capital to facilitate our expansion into businesses that are complementary to our existing investment management businesses as well as other strategic growth initiatives; (iv) pay operating expenses, including cash compensation to our employees and tax payments for net settlement of equity awards; (v) fund capital expenditures; (vi) service our debt; (vii) pay income taxes and make payments under the TRA; (viii) make dividend payments to our Class A and non-voting common stockholders and our Series B mandatory convertible preferred stockholders in accordance with our dividend policies; and (ix) pay distributions to AOG unitholders. In the normal course of business, we expect to pay dividends to our Class A and non-voting common stockholders that are aligned with our expected FRE after an allocation of current taxes paid. For the purposes of determining this amount, we allocate the current taxes paid to FRE and to realized performance and investment income in a manner that may be disproportionate to earnings generated by these metrics, and the actual taxes paid on these metrics should they be considered separately. Additionally, our methodology uses the tax benefits from certain expenses that are not included in these non-GAAP metrics, such as equity-based compensation from the vesting of equity awards and from the amortization of intangible assets, among others. We allocate the taxes by multiplying the statutory tax rate currently in effect by our net realized performance and net investment income and removing this amount from total current taxes. The remaining current tax paid is the amount that we allocate to FRE. We use this method to allocate the current provision for income taxes to approximate the amount of cash that is available to pay dividends to our stockholders. If cash flows from operations were insufficient to fund dividends over a sustained period of time, we expect that we would suspend or reduce paying such dividends. In addition, there is no assurance that dividends would continue at the current levels or at all. Unless quarterly dividends have been declared and paid (or declared and set apart for payment) on the Series B mandatory convertible preferred stock, we may not declare or pay or set apart payment for dividends on any shares of our Class A common stock during the period. Declared dividends on the Series B mandatory convertible preferred stock will be payable, at our election, in cash, shares of our Class A common stock or a combination of cash and shares of our Class A common stock. Dividends on Series B mandatory convertible preferred stock are cumulative and the Series B mandatory convertible preferred stock, unless previously converted or redeemed, will automatically convert into our Class A common stock on October 1, 2027. Although any income allocated to Series B mandatory convertible preferred stock dividends may be subject to taxes, dividends to our Series B mandatory convertible preferred stockholders will not be reduced on account of any income taxes owed by us. As a result, taxes associated with any income allocated to Series B mandatory convertible preferred stock dividends will be borne by Class A and non-voting common stockholders. Our ability to obtain debt financing and complete stock offerings provides us with additional sources of liquidity. For further discussion of financing transactions occurring in the current period, see “Cash Flows” within this section and “Note 7. Debt” and “Note 14. Equity and Redeemable Interest” within our consolidated financial statements included in this Annual 157
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Table of Contents Report on Form 10-K. Our consolidated financial statements reflect the cash flows of our operating businesses as well as those of our Consolidated Funds. The assets of our Consolidated Funds, on a gross basis, are significantly larger than the assets of our operating businesses and therefore have a substantial effect on the amounts reported within our consolidated statements of cash flows. The primary cash flow activities of our Consolidated Funds include: (i) raising capital from third-party investors, which is reflected as non-controlling interests of our Consolidated Funds; (ii) financing certain investments by issuing debt; (iii) purchasing and selling investment securities; (iv) generating cash through the realization of certain investments; (v) collecting interest and dividend income; and (vi) distributing cash to investors. Our Consolidated Funds are generally accounted for as investment companies under GAAP; therefore, the character and classification of all Consolidated Fund transactions are presented as cash flows from operations. Liquidity available at our Consolidated Funds is not available for corporate liquidity needs, and debt of the Consolidated Funds is non-recourse to us except to the extent of our investment in the fund. Cash Flows The following tables summarize our consolidated statements of cash flows by activities attributable to the Company and Consolidated Funds. For more details on the activity of the Company and Consolidated Funds, refer to “Note 16. Consolidation” within our consolidated financial statements included in this Annual Report on Form 10-K. Year ended December 31, 2025 2024 Net cash provided by operating activities $ 2,113,088 $ 1,404,724 Net cash provided by the Consolidated Funds’ operating activities, net of eliminations 1,153,871 1,386,430 Net cash provided by operating activities 3,266,959 2,791,154 Net cash used in the Company’s investing activities (1,803,639) (159,404) Net cash used in the Company’s financing activities (811,643) (77,727) Net cash used in the Consolidated Funds’ financing activities, net of eliminations (1,615,526) (1,353,867) Net cash used in financing activities (2,427,169) (1,431,594) Effect of exchange rate changes (55,231) (40,454) Net change in cash and cash equivalents $ (1,019,080) $ 1,159,702 The Consolidated Funds had no effect on cash flows attributable to the Company for the periods presented and are excluded from the discussion below. The following discussion focuses on cash flow by activities attributable to the Company. Operating Activities In the table below, cash flows from operations are summarized to present: (i) cash generated from our core operating activities, primarily consisting of profits generated principally from fee revenues after covering for operating expenses and fee related performance compensation; (ii) net realized performance income; and (iii) net cash from investment related activities including purchases, sales, realized net investment income and interest expense. We generated meaningful cash flow from operations in each period presented. Year ended December 31, Favorable (Unfavorable) 2025 2024 $ Change % Change Core operating activities $ 1,727,222 $ 1,095,204 $ 632,018 58% Net realized performance income 323,301 137,950 185,351 134 Net cash provided by investment related activities 62,565 171,570 (109,005) (64) Net cash provided by operating activities $ 2,113,088 $ 1,404,724 708,364 50 Cash from our core operating activities increased as a result of growing fee revenues and sustained profitability and timing of cash collection of our receivables. Net realized performance income includes (i) carried interest distributions that may represent tax distributions or other distributions of income and (ii) incentive fees that are realized annually at the end of the measurement period, which is typically at the end of the calendar year. Cash received from carried interest distributions and the subsequent payments to employees may not necessarily occur in the same quarter. Cash from incentive fees is generally received in the period subsequent to the measurement period. The increase in net realized performance income over the comparative period was primarily due to timing 158
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Table of Contents of payments to employees for a portion of the distributions that we received in 2025, while tax distributions were both received by us and paid to our employees in the fourth quarter of 2024. Net cash provided by investment related activities for the years ended December 31, 2025 and 2024 primarily represents: (i) distributions received from our capital investments and the collection of principal and interest from loans that we have made; (ii) sales of certain capital investments to employees; (iii) the rebalancing of and associated return of our capital commitments upon admitting new limited partners; and (iv) interest income from treasury-backed securities that were redeemed in March 2025, providing proceeds to support the GCP Acquisition; offset by (v) purchases associated with funding capital commitments and strategic investments in our investment portfolio; and (vi) interest payments on our debt obligations. As we are committed to invest alongside the investors in our funds, our capital commitments will increase with our growing assets under management and our investment related activities may fluctuate depending on timing of capital investments and distributions of each fund from year to year. For further discussion of our capital commitments, see “Note 9. Commitments and Contingencies” within our consolidated financial statements included in this Annual Report on Form 10-K. Our working capital needs are generally rising to support the growth of our business, while the capital requirements needed to support fund-related activities vary based upon the specific investment activities being conducted during such period. Investing Activities Year ended December 31, 2025 2024 Purchase of furniture, equipment and leasehold improvements $ (72,178) $ (91,509) Acquisitions, net of cash acquired (1,731,461) (67,895) Net cash used in investing activities $ (1,803,639) $ (159,404) Net cash used in investing activities for the year ended December 31, 2025 was predominately cash used to complete the GCP Acquisition in the first quarter of 2025. In addition, net cash used in investing activities for both periods included cash to purchase furniture, equipment and leasehold improvements, primarily for the expansion of our New York headquarters for the year ended December 31, 2025 to support the growth in our staffing levels, while the activity in the year ended December 31, 2024 primarily reflects the build-out of our Los Angeles headquarters, which we occupied beginning in the third quarter of 2024. Net cash used in investing activities for the year ended December 31, 2024 also included cash used to complete the WSM Acquisition. Financing Activities Year ended December 31, 2025 2024 Net proceeds from issuance of Series B mandatory convertible preferred stock $ — $ 1,458,771 Net proceeds from issuance of Class A common stock — 407,124 Net borrowings (repayments) of Credit Facility 1,380,000 (895,000) Proceeds from issuance of senior notes — 736,010 Repayment of senior notes — (250,000) Dividends and distributions (1,756,688) (1,310,896) Stock option exercises — 1,511 Taxes paid related to net share settlement of equity awards (436,869) (227,532) Other financing activities 1,914 2,285 Net cash used in the Company’s financing activities $ (811,643) $ (77,727) As a result of generating higher fee related earnings, we increased the level of dividends paid to a growing shareholder base of Class A and non-voting common stockholders and distributions paid to AOG unitholders, representing net cash used for the years ended December 31, 2025 and 2024. In addition, we issued 30,000,000 shares of Series B mandatory convertible preferred stock in October 2024 and net cash used in the Company’s financing activities included dividend payments made during the years ended December 31, 2025 and 2024 to those preferred stockholders. Net cash used in the Company’s financing activities for the year ended December 31, 2025 included net borrowings under the Credit Facility. These proceeds were used primarily to fund the GCP Acquisition in the first quarter of 2025 and to support general operating cash needs. Net cash used in the Company’s financing activities for the year ended December 31, 2024 included the repayment of our Credit Facility and senior notes, partially using cash provided by the net proceeds from the 159
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Table of Contents Series B mandatory convertible preferred stock, the issuance of senior notes and the public offering of Class A common stock. In connection with the vesting of equity awards that are granted to our employees under the Equity Incentive Plan, we withhold shares equal to the fair value of our employees’ tax withholding liabilities and pay the taxes on their behalf in cash and thus issue fewer net shares. Cash used in connection with these awards increased during the current year primarily as a result of a higher stock price on the vesting date, which resulted in employees recognizing additional compensation. For the year ended December 31, 2025 we net settled and did not issue 2.3 million shares. For the year ended December 31, 2024, we net settled and did not issue 1.8 million shares. Capital Resources We intend to use a portion of our available liquidity to pay cash dividends and distributions to our Series B mandatory convertible preferred stockholders, Class A and non-voting common stockholders and AOG unitholders on a quarterly basis in accordance with our dividend and distribution policies. Our ability to make cash dividends and distributions is dependent on a myriad of factors, including: (i) general economic and business conditions; (ii) our strategic plans and prospects; (iii) our business and investment opportunities; (iv) timing of capital calls by our funds in support of our commitments; (v) our financial condition and operating results; (vi) working capital requirements and other anticipated cash needs; (vii) contractual restrictions and obligations; (viii) legal, tax and regulatory restrictions; (ix) restrictions on the payment of distributions by our subsidiaries to us; and (x) other relevant factors. We are required to maintain minimum net capital balances for regulatory purposes for our registered broker-dealers. These net capital requirements are met in part by retaining cash, cash equivalents and investment securities. Additionally, certain of our subsidiaries operating outside the U.S. are also subject to capital adequacy requirements in each of the applicable jurisdictions. As a result, we may be restricted in our ability to transfer cash between different operating entities and jurisdictions. As of December 31, 2025, we were required to maintain approximately $99.0 million in net assets within these subsidiaries to meet regulatory net capital and capital adequacy requirements. We remain in compliance with these regulatory requirements. Holders of AOG Units, subject to the terms of the exchange agreement, may exchange their AOG Units for shares of our Class A common stock on a one-for-one basis. These exchanges are expected to result in increases in the tax basis of the tangible and intangible assets of AMC that otherwise would not have been available. These increases in tax basis may increase depreciation and amortization for U.S. income tax purposes and thereby reduce the amount of tax that we would otherwise be required to pay in the future. We entered into the TRA that provides payment to the TRA Recipients of 85% of the amount of actual cash savings, if any, in U.S. federal, state, local and foreign income tax or franchise tax that we actually realize as a result of these increases in tax basis and of certain other tax benefits related to entering into the TRA, including tax benefits attributable to payments under the TRA and interest accrued thereon. Future payments under the TRA in respect of subsequent exchanges are expected to be substantial. The TRA liability balance was $579.9 million and $402.4 million as of December 31, 2025 and 2024, respectively. For the years ended December 31, 2025 and 2024, payments under the TRA were $8.1 million and $6.1 million, respectively. For a discussion of our debt obligations, including the debt obligations of our consolidated funds, see “Note 7. Debt” within our consolidated financial statements included in this Annual Report on Form 10-K. For a discussion of our equity, see “Note 14. Equity and Redeemable Interest” within our consolidated financial statements included in this Annual Report on Form 10-K. 160
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Table of Contents Critical Accounting Estimates We prepare our consolidated financial statements in accordance with GAAP. In applying many of these accounting principles, we need to make assumptions, estimates or judgments that affect the reported amounts of assets, liabilities, revenues and expenses in our consolidated financial statements. We base our estimates and judgments on historical experience and other assumptions that we believe are reasonable under the circumstances. These assumptions, estimates or judgments, however, are both subjective and subject to change, and actual results may differ from our assumptions and estimates. If actual amounts are ultimately different from our estimates, the revisions are included in our results of operations for the period in which the actual amounts become known. We believe the following critical accounting policies could potentially produce materially different results if we were to change the underlying assumptions, estimates or judgments. See “—Components of Consolidated Results of Operations” and “Note 2. Summary of Significant Accounting Policies,” within our consolidated financial statements included in this Annual Report on Form 10-K for a summary of our significant accounting policies. Principles of Consolidation We consolidate entities based on either a VIE model or voting interest entity (“VOE”) model. As such, for entities that are determined to be variable interest entities, we consolidate those entities where we have both significant economics and the power to direct the activities of the entity that impact economic performance. For limited partnerships and similar entities evaluated under the voting interest entity model, we do not consolidate those entities for which we act as the general partner unless we hold a majority voting interest. The consolidation guidance requires qualitative and quantitative analysis to determine whether our involvement, through holding interests directly or indirectly in the entity or contractually through other variable interests (e.g., management fees and performance related income), would give us a controlling financial interest. This analysis requires judgment. These judgments include: (i) determining whether the equity investment at risk is sufficient to permit the entity to finance its activities without additional subordinated financial support; (ii) evaluating whether the equity holders, as a group, can make decisions that have a significant effect on the success of the entity; (iii) determining whether two or more parties’ equity interests should be aggregated; (iv) determining whether the equity investors have proportionate voting rights to their obligations to absorb losses or rights to receive returns from an entity; and (v) evaluating the nature of relationships and activities of the parties involved in determining which party within a related-party group is most closely associated with a VIE and hence would be deemed the primary beneficiary. Fair Value Measurement GAAP establishes a hierarchical disclosure framework prioritizing the inputs used in measuring financial instruments at fair value into three levels based on their market observability. Market price observability is affected by a number of factors, including the type of instrument and the characteristics specific to the instrument. Financial instruments with readily available quoted prices from an active market or where fair value can be measured based on actively quoted prices generally have a higher degree of market price observability and a lesser degree of judgment inherent in measuring fair value. Financial assets and liabilities measured and reported at fair value are classified as follows: • Level I—Quoted prices in active markets for identical instruments. • Level II—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in inactive markets; and model-derived valuations with directly or indirectly observable significant inputs. Level II inputs include prices in markets with few transactions, non-current prices, prices for which little public information exists or prices that vary substantially over time or among brokered market makers. Other inputs include interest rate, yield curve, volatility, prepayment risk, loss severity, credit risk and default rate. • Level III—Valuations that rely on one or more significant unobservable inputs. These inputs reflect our assessment of the assumptions that market participants would use to value the instrument based on the best information available. In some instances, an instrument may fall into multiple levels of the fair value hierarchy. In such instances, the instrument’s level within the fair value hierarchy is based on the lowest of the three levels (with Level III being the lowest) that is significant to the fair value measurement. Our assessment of the significance of an input requires judgment and considers factors specific to the instrument. 161
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Table of Contents Acquisitions Management’s determination of fair value of assets acquired and liabilities assumed at the acquisition date is based on the best information available in the circumstances and may incorporate management’s own assumptions and involve a significant degree of judgment. We use our best estimates and assumptions to accurately assign fair value to the tangible and identifiable intangible assets acquired and liabilities assumed at the acquisition date as well as the useful lives of those acquired intangible assets. For business combinations accounted for under the acquisition method, the purchase consideration, including the fair value of certain elements of contingent consideration as of the acquisition date, in excess of the fair value of net assets acquired is recorded as goodwill. Conversely, any excess of the fair value of the net assets acquired in excess of the purchase consideration is recognized as a bargain purchase gain. Critical estimates in valuing certain of the intangible assets we have acquired include, but are not limited to, future expected cashflows, future fundraising assumptions, expected useful lives, discount rates and income tax rates. Our estimates for future cash flows are based on historical data, internal estimates and external sources, and are based on assumptions that are consistent with the plans and estimates we are using to manage the underlying assets acquired. We estimate the useful lives of the intangible assets based on the expected period over which we anticipate generating economic benefit from the asset. We base our estimates on assumptions we believe to be reasonable but that are unpredictable and inherently uncertain. Unanticipated events and circumstances may occur that could affect the accuracy or validity of such assumptions, estimates or actual results. Impairment of Intangible Assets We evaluate finite-lived intangible assets for impairment if certain events occur or circumstances change indicating that the carrying amount of the intangible asset may not be recoverable. If, after assessing qualitative factors, we believe that it is more likely than not that the fair value of the finite-lived intangible asset is less than its carrying amount, we evaluate if the carrying amount of the intangible asset is recoverable by comparing the estimated undiscounted cash flows attributable to the intangible asset being evaluated with its carrying amount. We evaluate indefinite-lived intangible assets for impairment annually, or if certain events occur or circumstances change indicating that the carrying amount of the intangible asset may not be recoverable or if these assets are subsequently determined to have a finite useful life. If, after assessing qualitative factors, we believe that it is more likely than not that the fair value of the indefinite-lived intangible asset is less than its carrying amount, we evaluate impairment quantitatively to determine and record the amount of impairment as the excess of the carrying amount of the indefinite-lived intangible asset over its fair value. If an impairment is determined to exist by management, we accelerate amortization expense so that the carrying amount represents fair value. We estimate fair value of finite-lived and indefinite-lived intangible assets using a discounted future cash flow methodology. Inherent in such fair value determinations are certain judgments and estimates relating to future cash flows, including our strategic plans. We base our estimates on assumptions we believe to be reasonable but that are unpredictable and inherently uncertain. Additionally, future estimates may differ materially from current estimates and assumptions. Income Taxes We are taxed as corporation for U.S. federal and state income tax purposes. We use the liability method of accounting for deferred income taxes pursuant to GAAP. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the carrying value of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using the statutory tax rates expected to be applied in the periods in which those temporary differences are settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized during the year the change is enacted. A valuation allowance is recorded on our net deferred tax assets when it is more likely than not that such assets will not be realized or when timing is unknown. When evaluating the realizability of our deferred tax assets, all evidence, both positive and negative, is evaluated. Items considered in this analysis include the ability to carry back losses, the reversal of temporary differences, tax planning strategies and expectations of future earnings. Under GAAP, the amount of tax benefit to be recognized is the amount of benefit that is more likely than not to be sustained upon examination. We analyze our tax filing positions in all of the U.S. federal, state, local and foreign tax jurisdictions where we are required to file income tax returns, as well as for all open tax years in these jurisdictions. If, based on this analysis, we determine that uncertainties in tax positions exist, a liability is established. Tax laws are complex and subject to different interpretations by the taxpayer and respective governmental taxing authorities. Significant judgment is required in determining tax expense and in evaluating tax positions, including evaluating 162
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Table of Contents uncertainties under GAAP. We review our tax positions quarterly and adjust our tax balances as new legislation is passed or new information becomes available. Recent Accounting Pronouncements Information regarding recent accounting pronouncements and their impact on Ares can be found in “Note 2. Summary of Significant Accounting Policies,” within our consolidated financial statements included in this Annual Report on Form 10-K. Contractual Obligations, Commitments and Contingencies and Other Arrangements In the normal course of business, we enter into contractual obligations that may require future cash payments. We may also engage in off-balance sheet arrangements, including guarantees, capital commitments to funds, indemnifications and potential contingent repayment obligations. The following table sets forth our contractual obligations and capital commitments of the Company and of the Consolidated Funds as of December 31, 2025 ($ in thousands): Less than 1 year 1 - 3 years 4 - 5 years Thereafter Total The Company: Operating lease obligations $ 75,532 $ 173,136 $ 217,678 $ 1,348,402 $ 1,814,748 Debt obligations payable 1,380,000 496,785 397,954 1,666,676 3,941,415 Interest obligations on debt 166,649 328,871 233,270 1,771,608 2,500,398 Other long-term obligations 42,139 45,148 5,178 262 92,727 Capital commitments 1,172,942 — — — 1,172,942 Subtotal 2,837,262 1,043,940 854,080 4,786,948 9,522,230 Consolidated Funds: Debt obligations payable 822,182 1,024,146 91,816 7,949,495 9,887,639 Interest obligations on debt 472,858 837,842 772,432 1,759,563 3,842,695 Capital commitments of Consolidated Funds 4,632,548 — — — 4,632,548 $ 8,764,850 $ 2,905,928 $ 1,718,328 $ 14,496,006 $ 27,885,112 (1) The table includes future minimum commitments for our operating leases, including leases that have been executed but have not yet commenced. The majority of our operating lease obligations represents office space agreements with expirations through June 2043. (2) Debt obligations include $2,150.0 million of senior notes and $450.0 million of subordinated notes, net of unamortized discount, and outstanding balance under the Credit Facility as of December 31, 2025. (3) Interest obligations reflect future interest payments on outstanding debt obligations with stated interest rates for fixed rate debt and at the prevailing rate in effect as of the reporting date for floating rate debt. (4) Represents payment obligations with respect to long-term service contracts entered into by us and future minimum commitments for our finance leases. (5) Represents commitments to fund certain investments. These amounts are generally due on demand and are therefore presented as obligations payable in less than one-year. We entered into a TRA with the TRA Recipients that requires us to pay them 85% of any cash tax savings, if any, realized by AMC from amortizing any step-up in tax basis resulting from an exchange of AOG Units for shares of our Class A common stock or, at our option, for cash. Because the timing of amounts to be paid under the TRA cannot be determined, this contractual commitment has not been presented in the table above. The cash tax savings, if any, achieved may not ensure that we have sufficient cash available to pay this liability, and we may be required to incur additional debt to satisfy this liability. For further discussion of our capital commitments, indemnification arrangements and contingent liabilities, see “Note 9. Commitments and Contingencies,” within our consolidated financial statements included in this Annual Report on Form 10-K. (1) (2) (3) (4) (5) (3) (5) 163
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Table of Contents Item 7A. Quantitative and Qualitative Disclosures About Market Risk Our primary exposure to market risk is related to our role as general partner or investment adviser to our funds and the sensitivity to movements in the fair value of their investments, including the effect on management fees, carried interest, incentive fees and investment income. Market Risk The market price of investments may significantly fluctuate during the period of investment. Investments may decline in value due to factors affecting securities markets generally or particular industries represented in the securities markets. The value of an investment may decline due to general market conditions, which are not specifically related to such investment, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally. It may also decline due to factors that affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry. Our credit orientation has been a central tenet of our business across our debt and equity investment strategies. We believe the combination of high-quality proprietary information flow and a consistent, rigorous approach to managing investments across our strategies has been, and we believe will continue to be, a major driver of our strong risk-adjusted returns and the stability and predictability of our income. Effect on Management Fees Management fees are generally based on a defined percentage of capital commitments, invested capital, net investment income, total assets, par value, NAV or the fair value of assets of the investment portfolios we manage. Management fees will only be directly affected by short-term changes in market conditions to the extent they are impacted by prices available in active markets and are liquid in nature. The overall impact of a short-term change in market value may be mitigated by a number of factors including, but not limited to, fee definitions that are not based on market value including invested capital and capital commitments, market value definitions that exclude the impact of realized and/or unrealized gains and losses, market value definitions based on beginning of the period values or a form of average market value including daily, monthly or quarterly averages as well monthly or quarterly payment terms. For the year ended December 31, 2025, management fees from funds that are impacted by changes in market value and have underlying investments held in liquid strategies were approximately 4%. As such, a hypothetical 10% decrease in market value of our managed funds’ investments as of December 31, 2025 would not have a material impact on our management fees. Effect on Carried Interest and Incentive Fees We earn carried interest and incentive fees from certain of our funds when such funds achieve specified performance criteria. Our carried interest and incentive fees will be impacted by changes in market risk factors. However, several major factors will influence the degree of impact, including, but not limited to, the following: • the performance criteria for each individual fund in relation to how that fund’s results of operations are impacted by changes in market risk factors; • whether such performance criteria are measured annually or over the life of the fund; • to the extent applicable, the prior-period performance of each fund in relation to its performance criteria; and • whether each funds’ performance related distributions are subject to contingent repayment. As a result, the impact of changes in market risk factors on carried interest and incentive fees will vary widely from fund to fund. An overall increase of 10% in the general equity markets would not necessarily drive the same impact on our funds’ ability to generate income or its asset valuations, as a significant portion of our carried interest and incentive fees are from credit-based investments and are generally based on income. Additionally, as a large percentage of our carried interest and incentive fees are paid to employees as performance related compensation, the overall net impact to our income would be mitigated by lower compensation payments. 164
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Table of Contents See “Note 9. Commitments and Contingencies,” within our consolidated financial statements included in this Annual Report on Form 10-K for discussion on amount of carried interest, net of tax distributions, subject to contingent repayment if we assumed all existing investments were worthless. Effect on Investment Income An investment gain (loss) is realized when all or a portion of our investment is returned to us. Unrealized investment gain (loss) results from changes in the fair value of the underlying investment as well as the reversal of unrealized appreciation (depreciation) at the time an investment is realized. Changes in the fair values of our funds’ investments directly impact unrealized principal investment income and unrealized gains on investments. A hypothetical incremental 10% decrease in the fair value of our investments as of December 31, 2025 would result in declines in principal investment income and unrealized gains on investments of $180.7 million and $107.5 million, respectively. Exchange Rate Risk We and our funds hold cash and investments that are denominated in foreign currencies that may be affected by movements in the rate of exchange between those currencies and the U.S. dollar. Movements in the exchange rate between currencies impact the management fees, carried interest and incentive fees earned by funds with fee paying AUM denominated in foreign currencies as well as by funds with fee paying AUM denominated in U.S. dollars that hold investments denominated in foreign currencies. Additionally, movements in the exchange rate impact operating expenses for our global offices that transact in foreign currencies and the revaluation of assets and liabilities denominated in non-functional currencies, including cash balances and investments. We manage our exposure to exchange rate risks through our regular operating activities, wherein we utilize payments received in foreign currencies to fulfill obligations in foreign currencies, and, when appropriate, through the use of derivative financial instruments to hedge: (i) the net foreign currency exposure in the funds that we advise; (ii) the balance sheet exposure for certain direct investments denominated in foreign currencies; and (iii) the cash flow exposure for foreign currencies. A portion of our management fees, carried interest, incentive fees and investments are denominated in foreign currencies that may be affected by movements in the rate of exchange between currencies. We estimate that a hypothetical 10% decline in the rate of exchange of all foreign currencies against the U.S. dollar as of December 31, 2025 would not result in a material change to management fees, carried interest, incentive fees or investments for the year ended December 31, 2025, and would be largely offset by the currency conversions of the expenses denominated in foreign currencies. Interest Rate Risk Our Credit Facility provides a $1.840 billion revolving line of credit, with an accordion feature of $660.0 million (subject to obtaining commitments for any such additional borrowing capacity), with a maturity date of April 22, 2030. As of December 31, 2025, we had $1,380 million borrowings outstanding under the Credit Facility. For a further discussion of our Credit Facility, see “Note 7. Debt,” within our consolidated financial statements included in this Annual Report on Form 10-K. We estimate that in the event of a 100 basis point increase in interest rates, to the extent there is an outstanding revolver balance, we would be subject to the variable rate and would expect our interest expense to increase commensurately. As credit-oriented investors, we are also subject to interest rate risk through the securities we hold in our Consolidated Funds. A 100 basis point increase in interest rates would be expected to negatively affect the fair value of securities that accrue interest income at fixed rates and therefore negatively impact net change in unrealized gains on our investments and on the investments of the Consolidated Funds. The actual impact is dependent on the average duration and the amount of such holdings. Conversely, securities that accrue interest at variable rates would be expected to benefit from a 100 basis points increase in interest rates because these securities would generate higher levels of current income. This would positively impact interest and dividend income but have an offsetting decrease in the fair value of the securities and negatively impact the net change in unrealized gains. In the cases where our funds pay management fees based on NAV, we would expect our management fees to experience a change in direction and magnitude corresponding to that experienced by the underlying portfolios. 165
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Table of Contents Credit Risk We are party to agreements providing for various financial services and transactions that contain an element of risk in the event that the counterparties are unable to meet the terms of such agreements. In such agreements, we depend on the counterparty to make payment or otherwise perform. We generally endeavor to minimize our risk of exposure by limiting to reputable financial institutions as the counterparties with which we enter into financial transactions. In other circumstances, availability of financing from financial institutions may be uncertain due to market events, and we may not be able to access these financing markets. In the ordinary course of business, we may extend loans to our funds or guarantee credit facilities held by our funds and could be subject to risk of loss or repayment if our funds do not perform. Certain of our funds’ investments include lower-rated and comparable quality unrated distressed investments and other instruments. These issuers can be more sensitive to adverse market conditions, such as a recession or increasing interest rates, as compared to higher rated issuers. We seek to minimize risk exposure by subjecting each prospective investment to our rigorous, credit-oriented investment approach. Item 8. Financial Statements and Supplementary Data The information required by this item is incorporated by reference to the consolidated financial statements and accompanying notes set forth in the F-pages of this Annual Report on Form 10-K. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. 166
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Table of Contents Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures We maintain disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2025. Based upon that evaluation and subject to the foregoing, our principal executive officer and principal financial officer concluded that, as of December 31, 2025, the design and operation of our disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level. Changes in Internal Control over Financial Reporting There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2025 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting. Report of Management on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our consolidated financial statements; providing reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition, use or disposition of company assets that could have a material effect on our consolidated financial statements would be prevented or detected on a timely basis. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a material misstatement of our consolidated financial statements would be prevented or detected. Management has excluded the GCP Acquisition from its assessment of internal control over financial reporting as the acquisition was completed during 2025, and the GCP Acquisition did not have a material effect on the Company’s financial condition, results of operations or cash flows in 2025. GCP International constituted approximately 2% of total assets of the Company as of December 31, 2025 and approximately 6% of revenues for the year then ended. Management expects to include GCP International in the assessment of internal control over financial reporting and audit of internal control over financial reporting for 2026. Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2025. The Company’s independent registered public accounting firm, Ernst & Young LLP, has issued an audit report on the effectiveness of the Company’s internal control over financial reporting. Their report follows. 167
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Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Ares Management Corporation Opinion on Internal Control Over Financial Reporting We have audited Ares Management Corporation’s internal control over financial reporting as of December 31, 2025 based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the “COSO criteria”). In our opinion, Ares Management Corporation (the “Company”) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria. As indicated in the accompanying Report of Management on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of GLP Capital Partners Limited and certain of its affiliates, excluding its operations in Greater China (“GCP International”), which is included in the 2025 consolidated financial statements of the Company and constituted 2% of total assets as of December 31, 2025 and 6% of revenues for the year then ended. Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of GCP International. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of financial condition of the Company as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and our report dated February 25, 2026 expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Report of Management on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP Los Angeles, California February 25, 2026 168
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Table of Contents Item 9B. Other Information Rule 10b5-1 Trading Plans During the three months ended December 31, 2025, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non- Rule 10b5-1 trading arrangement”, as such term is defined in Item 408(a) of Regulation S-K. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. PART III. Item 10. Directors, Executive Officers and Corporate Governance The information required by this item is incorporated by reference to our definitive Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days of December 31, 2025. Item 11. Executive Compensation The information required by this item is incorporated by reference to our definitive Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days of December 31, 2025. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters The information required by this item is incorporated by reference to our definitive Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days of December 31, 2025. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this item is incorporated by reference to our definitive Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days of December 31, 2025. Item 14. Principal Accounting Fees and Services The information required by this item is incorporated by reference to our definitive Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days of December 31, 2025. 169
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Table of Contents PART IV. Item 15. Exhibits and Financial Statement Schedules (a) Documents Filed with Report: Report of Independent Registered Public Accounting Firm (PCAOB ID: 42) Consolidated Statements of Financial Condition as of December 31, 2025 and 2024 Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023 Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024 and 2023 Consolidated Statements of Changes in Equity for the years ended December 31, 2025, 2024 and 2023 Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023 Notes to Consolidated Financial Statements (b) Exhibits. The following is a list of all exhibits filed or furnished as part of this report. ExhibitNo. Description 3.1 Second Amended and Restated Certificate of Incorporation of Ares Management Corporation (incorporated by referenceto Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-36429) filed with the SEC on May 6,2021). 3.2 Bylaws of Ares Management Corporation (incorporated by reference to Exhibit 99.4 to the Registrant’s Current Reporton Form 8-K (File No. 001-36429) filed with the SEC on November 15, 2018). 3.3 Certificate of Designations of 6.75% Series B mandatory convertible preferred stock (incorporated by reference toExhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-36429) filed with the SEC on October 10,2024). 4.1* Description of Ares Management Corporation’s Securities. 4.2 Indenture dated as of June 15, 2020 among Ares Finance Co. II LLC, Ares Holdings L.P., Ares Investments L.P., AresManagement LLC, Ares Investments Holdings LLC, Ares Finance Co. LLC and Ares Offshore Holdings L.P. and U.S.Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report onForm 8-K (File No. 001-36429) filed with the SEC on June 15, 2020). 4.3 First Supplemental Indenture dated as of June 15, 2020 among Ares Finance Co. II LLC, Ares Holdings L.P., AresInvestments L.P., Ares Management LLC, Ares Investments Holdings LLC, Ares Finance Co. LLC and Ares OffshoreHoldings L.P. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Registrant’sCurrent Report on Form 8-K (File No. 001-36429) filed with the SEC on June 15, 2020). 4.4 Form of 3.250% Senior Note due 2030 (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report onForm 8-K (File No. 001-36429) filed with the SEC on June 15, 2020). 4.5 Indenture dated as of June 30, 2021 among Ares Finance Co. III LLC, Ares Holdings L.P., AresInvestments Holdings LLC, Ares Management LLC, Ares Finance Co. LLC, Ares Finance Co. II LLC andU.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Reporton 8-K (File No. 001-36429) filed with the SEC on July 1, 2021). 4.6 Form of 4.125% Fixed Rate Resettable Subordinated Notes due 2051 incorporated by reference to Exhibit 4.1 to theRegistrant’s Current Report on Form 8-K (File No. 001-36429) filed with the SEC on July 1, 2021). 4.7 Indenture dated as of January 21, 2022 among Ares Finance Co. IV LLC, Ares Holdings L.P., Ares Investments HoldingsLLC, Ares Management LLC, Ares Finance Co. LLC, Ares Finance Co. II LLC, Ares Finance Co. III LLC and U.S.Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on 8-K(File No. 001-36429) filed with the SEC on January 21, 2022). 4.8 First Supplemental Indenture dated as of January 21, 2022 among Ares Finance Co. IV LLC, Ares Holdings L.P., AresInvestments Holdings LLC, Ares Management LLC, Ares Finance Co. LLC, Ares Finance Co. II LLC, Ares Finance Co.III LLC and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Registrant’sCurrent Report on Form 8-K (File No. 001-36429) filed with the SEC on January 21, 2022). 4.9 Form of 3.650% Senior Note due 2052 (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report onForm 8-K (File No. 001-36429) filed with the SEC on January 21, 2022). 170
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Table of Contents ExhibitNo. Description 4.10 Base Indenture, dated as of November 10, 2023, by and between Ares Management Corporation and U.S. Bank TrustCompany, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Registrant’s Current Report onForm 8-K (File No. 001-36429) filed with the SEC on November 13, 2023). 4.11 First Supplemental Indenture, dated as of November 10, 2023, by and among Ares Management Corporation, AresHoldings L.P., Ares Management LLC, Ares Investments Holdings LLC, Ares Finance Co. LLC, Ares Finance Co. IILLC, Ares Finance Co. III LLC and Ares Finance Co. IV LLC, as the guarantors, and U.S. Bank Trust Company,National Association, as trustee (incorporated by reference to Exhibit 4.2 to Registrant’s Current Report on Form 8-K(File No. 001-36429) filed with the SEC on November 13, 2023). 4.12 Form 6.375% Senior Notes due 2028 (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report onForm 8-K (File No. 001-36429) filed with the SEC on November 13, 2023). 4.13 Form of 6.75% Series B mandatory convertible preferred stock (incorporated by reference to Exhibit 4.1to the Registrant’s Current Report on Form 8-K (File No. 001-36429) filed with the SEC on October 10,2024). 4.14 Second Supplemental Indenture, dated as of October 11, 2024, by and among Ares Management Corporation, as theissuer, Ares Holdings L.P., Ares Management LLC, Ares Investments Holdings LLC, Ares Finance Co. LLC, AresFinance Co. II LLC, Ares Finance Co. III LLC and Ares Finance Co. IV LLC, as the guarantors, and U.S. Bank TrustCompany, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report onForm 8-K (File No. 001-36429) filed with the SEC on October 11, 2024). 4.15 Form of 5.600% Senior Notes due 2054 (incorporated by reference to Exhibit 4.3 to the Registrant’sCurrent Report on Form 8-K (File No. 001-36429) filed with the SEC on October 11, 2024). 10.1 Sixth Amended and Restated Limited Partnership Agreement of Ares Holdings L.P., dated May 8, 2025 (incorporated byreference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-36429) filed with the SEC onMay 12, 2025). 10.2 Investor Rights Agreement, dated November 26, 2018 (incorporated by reference to Exhibit 10.2 to the Registrant’sAnnual Report on Form 10-K for the year ended December 31, 2021 (File No. 001-36429) filed with the SEC onFebruary 28, 2022). 10.3# Third Amended & Restated 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant’sAnnual Report on Form 10-K for the year ended December 31, 2021 (File No. 001-36429) filed with the SEC onFebruary 28, 2022). 10.4 Sixth Amended and Restated Exchange Agreement, dated May 8, 2025 (incorporated by reference to Exhibit 10.2 to theRegistrant’s Quarterly Report on Form 10-Q (File No. 001-36429) filed with the SEC on May 12, 2025). 10.5* Fifth Amended and Restated Tax Receivable Agreement, dated February 24, 2026. 10.6 Sixth Amended and Restated Credit Agreement, dated as of April 21, 2014, by and among Ares Holdings LLC, AresDomestic Holdings L.P., Ares Investments LLC, Ares Real Estate Holdings L.P., the Guarantors party thereto, theLenders party thereto and JPMorgan Chase Bank, N.A. (incorporated by reference to Exhibit 10.10 to the Registrant’sRegistration Statement on Form S-1/A (File No. 333-194919) filed with the SEC on April 28, 2014). 10.7 Amendment No. 1, dated as of July 15, 2014, to the Sixth Amended and Restated Senior Credit Agreement, dated as ofApril 21, 2014, by and among Ares Holdings L.P., Ares Domestic Holdings L.P., Ares Investments L.P., Ares Real EstateHoldings L.P., the Guarantors party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A. (incorporated byreference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10 ‑ Q (File No. 001-36429) filed with the SEC onNovember 12, 2014). 10.8 Amendment No. 2, dated as of September 24, 2014, to the Sixth Amended and Restated Senior Credit Agreement, datedas of April 21, 2014, by and among Ares Holdings L.P., Ares Domestic Holdings L.P., Ares Investments L.P., Ares RealEstate Holdings L.P., the Guarantors party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A.(incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10 ‑ Q (File No. 001-36429) filedwith the SEC on November 12, 2014). 10.9 Amendment No. 3, dated as of July 23, 2015, to the Sixth Amended and Restated Senior Credit Agreement, dated as ofApril 21, 2014, by and among Ares Holdings L.P., Ares Domestic Holdings L.P., Ares Investments L.P., Ares Real EstateHoldings L.P., the Guarantors party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A. (incorporated byreference to Exhibit 10.1 to the Registrant’s Current Report on Form 8 ‑ K (File No. 001-36429) filed with the SEC onJuly 28, 2015). 10.10 Amendment No. 4, dated as of August 5, 2015, to the Sixth Amended and Restated Senior Credit Agreement, dated as ofApril 21, 2014, by and among Ares Holdings L.P., Ares Domestic Holdings L.P., Ares Investments L.P., Ares Real EstateHoldings L.P., the Guarantors party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A. (incorporated byreference to Exhibit 10.1 to the Registrant’s Current Report on Form 8 ‑ K (File No. 001-36429) filed with the SEC onAugust 7, 2015). 171
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Table of Contents ExhibitNo. Description 10.11 Amendment No. 5, dated as of December 16, 2015, to the Sixth Amended and Restated Senior Credit Agreement, datedas of April 21, 2014, by and among Ares Holdings L.P., Ares Domestic Holdings L.P., Ares Investments L.P., Ares RealEstate Holdings L.P., the Guarantors party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A.(incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8 ‑ K (File No. 001-36429) filedwith the SEC on December 21, 2015). 10.12 Amendment No. 6, dated as of May 23, 2016, to the Sixth Amended and Restated Senior Credit Agreement, dated as ofApril 21, 2014, by and among Ares Holdings L.P., Ares Domestic Holdings L.P., Ares Investments L.P., Ares Real EstateHoldings L.P., the Guarantors party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A. (incorporated byreference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-36429) filed with the SEC onMay 26, 2016). 10.13 Amendment No. 7, dated as of February 24, 2017, to the Sixth Amended and Restated Senior Credit Agreement, dated asof April 21, 2014, by and among Ares Holdings L.P., Ares Investments L.P., the Guarantors party thereto, the Lendersparty thereto and JPMorgan Chase Bank, N.A. (incorporated by reference to Exhibit 10.15 to the Registrant’s AnnualReport on Form 10-K for the year ended December 31, 2016 (File No. 001-36429), filed with the SEC on February 27,2017). 10.14 Amendment No. 8, dated as of March 21, 2019, to the Sixth Amended and Restated Senior Credit Agreement, dated as ofApril 21, 2014, by and among Ares Holdings L.P., Ares Investments L.P., the Guarantors party thereto, the Lenders partythereto and JPMorgan Chase Bank, N.A. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report onForm 8-K (File No. 001-36429) filed with the SEC on March 26, 2019). 10.15 Amendment No. 9, dated as of March 30, 2020, to the Sixth Amended and Restated Senior Credit Agreement, dated as ofApril 21, 2014, by and among Ares Holdings L.P., Ares Investments L.P., the Guarantors party thereto, the Lenders partythereto and JPMorgan Chase Bank, N.A. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report onForm 8-K (File No. 001-36429) filed with the SEC on April 1, 2020). 10.16 Amendment No. 10, dated as of March 31, 2021, to the Sixth Amended and Restated Senior Credit Agreement, dated asof April 21, 2014, by and among Ares Holdings L.P., Ares Investments L.P., the Guarantors party thereto, the Lendersparty thereto and JPMorgan Chase Bank, N.A. (incorporated by reference to Exhibit 10.1 to the Registrant’s CurrentReport on Form 8-K (File No. 001-36429) filed with the SEC on April 2, 2021). 10.17 Amendment No. 11, dated as of March 31, 2022, to the Sixth Amended and Restated Senior Credit Agreement, dated asof April 21, 2014, by and among Ares Holdings L.P., the Guarantors party thereto, the Lenders party thereto andJPMorgan Chase Bank, N.A. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K(File No. 001-36429) filed with the SEC on April 6, 2022). 10.18 Amendment No. 12, dated as of March 28, 2024, to the Sixth Amended and Restated Credit Agreement, dated as of April21, 2014, by and among Ares Holdings L.P., the Guarantors party thereto, the Lenders party thereto and JPMorgan ChaseBank, N.A. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-36429) filed with the SEC on April 3, 2024). 10.19 Amendment No. 13, dated as of April 22, 2025, to the Sixth Amended and Restated Credit Agreement, dated as of April21, 2014, by and among Ares Holdings L.P., the Guarantors party thereto, the Lenders party thereto and JPMorgan ChaseBank, N.A. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-36429) filed with the SEC on April 25, 2025). 10.20 Second Amended and Restated Investment Advisory and Management Agreement, dated June 6, 2019, between AresCapital Corporation and Ares Capital Management LLC (incorporated by reference to Exhibit 10.2 to the Registrant’sQuarterly Report on Form 10-Q (File No. 001-36429) filed with the SEC on November 6, 2019). 10.21# Form of Restricted Unit Agreement under the Second Amended & Restated 2014 Equity Incentive Plan (incorporated byreference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-8 POS (File No. 333-225271) filed withthe SEC on November 26, 2018). 10.22# Form of Option Agreement under the Second Amended & Restated 2014 Equity Incentive Plan (incorporated byreference to Exhibit 10.19 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021 (FileNo. 001-36429) filed with the SEC on February 28, 2022). 10.23# Form of ARCC Incentive Fee Award (incorporated by reference to Exhibit 10.16 to the Registrant’s RegistrationStatement on Form S ‑ 1/A (File No. 333-194919) filed with the SEC on April 11, 2014). 10.24# Form of Amended and Restated Limited Partnership Agreement of Carry Vehicles (incorporated by reference to Exhibit10.28 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2015 (File No. 001-36429), filedwith the SEC on February 29, 2016). 10.25# Form of Supplemental Agreement for Carried Interest (incorporated by reference to Exhibit 10.29 to the Registrant’sAnnual Report on Form 10-K for the year ended December 31, 2015 (File No. 001-36429), filed with the SEC onFebruary 29, 2016). 172
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Table of Contents ExhibitNo. Description 10.26# Form of Annual Incentive Fee Award Letter (incorporated by reference to Exhibit 10.24 to the Registrant’s AnnualReport on Form 10-K for the year ended December 31, 2016 (File No. 001-36429), filed with the SEC on February 27,2017). 10.27# Form of Annual Incentive Fee Award Letter (incorporated by reference to Exhibit 10.26 to the Registrant’sAnnual Report on Form 10-K for the year ended December 31, 2023 (File No. 001-36429) filed with theSEC on February 27, 2024). 10.28# Form of Deferred Restricted Unit Agreement under the Second Amended & Restated 2014 Equity Incentive Plan(incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S-8 POS (File No. 333-225271) filed with the SEC on November 26, 2018). 10.29 Investor Rights Agreement, dated March 31, 2020, by and between Sumitomo Mitsui Banking Corporation and AresManagement Corporation (incorporated by reference to Exhibit 10.32 to the Registrant’s Annual Report on Form 10-Kfor the year ended December 31, 2021 (File No. 001-36429) filed with the SEC on February 28, 2022). 10.30# Form of Executive Officer Time-Based Restricted Unit Agreement under the Second Amended & Restated 2014 EquityIncentive Plan (incorporated by reference to Exhibit 10.35 to the Registrant’s Annual Report on Form 10-K for the yearended December 31, 2020 (File No. 001-36429) filed with the SEC on February 25, 2021). 10.31# Form of Indemnification Agreement (incorporated by reference to Exhibit 10.5 to the Registrant’s Annual Report onForm 10-K for the year ended December 31, 2021 (File No. 001-36429) filed with the SEC on February 28, 2022). 10.32 Nomination Agreement, dated February 23, 2022, by and between Ares Management Corporation and Ares PartnersHoldco LLC (incorporated by reference to Exhibit 10.37 to the Registrant’s Annual Report on Form 10-K for the yearended December 31, 2021 (File No. 001-36429) filed with the SEC on February 28, 2022). 10.33# Form of Restricted Unit Agreement under the Third Amended & Restated 2014 Equity Incentive Plan. 10.34# Form of Deferred Restricted Unit Agreement under the Third Amended & Restated 2014 Equity Incentive Plan. 10.35# Ares Management Corporation 2023 Equity Incentive Plan (incorporated herein by reference to Annex Bto the Registrant’s Definitive Proxy Statement (File No. 001-36429) filed with the Commission on April28, 2023). 10.36# Form of Restricted Unit Agreement under the 2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 tothe Registrant’s Registration Statement on Form S-8 (File No. 333-273232) filed with the SEC on July 13, 2023). 10.37# Form of Deferred Restricted Unit Agreement under the 2023 Equity Incentive Plan (incorporated by reference to Exhibit10.4 to the Registrant’s Registration Statement on Form S-8 (File No. 333-273232) filed with the SEC on July 13, 2023). 10.38# Form of Director Restricted Unit Agreement under the 2023 Equity Incentive Plan (incorporated by reference to Exhibit10.5 to the Registrant’s Registration Statement on Form S-8 (File No. 333-273232) filed with the SEC on July 13, 2023). 10.39# Form of Executive Officer Time-Based Restricted Unit Agreement under the 2023 Equity Incentive Plan (incorporatedby reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form S-8 (File No. 333-273232) filed with theSEC on July 13, 2023). 10.40# Form of Executive Officer Performance-Based Restricted Unit Agreement under the 2023 Equity Incentive Plan(incorporated by reference to Exhibit 10.7 to the Registrant’s Registration Statement on Form S-8 (File No. 333-273232)filed with the SEC on July 13, 2023). 10.41# Form of Annual Incentive Fee Restricted Unit Agreement under the 2023 Equity Incentive Plan (incorporated byreference to Exhibit 10.47 to the Registrant’s Annual Report on Form 10-K for the yearended December 31, 2023 (File No. 001-36429) filed with the SEC on February 27, 2024). 10.42 Form of Aircraft Time Sharing Agreement (incorporated by reference to Exhibit 10.48 to the Registrant’sAnnual Report on Form 10-K for the year ended December 31, 2023 (File No. 001-36429) filed with theSEC on February 27, 2024). 19 Insider Trading Policy (incorporated by reference to Exhibit 19 to the Registrant’s Annual Report on Form 10-K for theyear ended December 31, 2024 (File No. 001-36429) filed with the SEC on February 27, 2025). 21.1* Subsidiaries of Ares Management Corporation. 23.1* Consent of Ernst and Young LLP, Independent Registered Public Accounting Firm. 31.1* Certification of the Chief Executive Officer pursuant to Rule 13a-14(a). 173
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Table of Contents ExhibitNo. Description 31.2* Certification of the Chief Financial Officer pursuant to Rule 13a-14(a). 32.1** Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350. 97 Policy Relating to Recovery of Erroneously Awarded Compensation (Clawback Policy) (incorporated by reference toExhibit 97 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2024 (File No. 001-36429)filed with the SEC on February 27, 2025). 101.INS* Inline XBRL Instance Document. 101.SCH* Inline XBRL Taxonomy Extension Schema Document. 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104* Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data Filebecause its XBRL tags are embedded within the Inline XBRL document. * Filed herewith. ** These certifications are not deemed filed by the SEC and are not to be incorporated by reference in any filing we make under the Securities Act of 1933 or the Securities Exchange Act of 1934, irrespective of any general incorporation language in any filings. # Denotes a management contract or compensation plan or arrangement. Item 16. Form 10-K Summary None. 174
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Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ARES MANAGEMENT CORPORATION Dated: February 25, 2026 By: /s/ Michael J Arougheti Name: Michael J Arougheti Title: Co-Founder & Chief Executive Officer(Principal Executive Officer) 175
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Table of Contents Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By: /s/ Antony P. Ressler Name: Antony P. Ressler Dated: February 25, 2026 Title: Executive Chairman & Co-Founder By: /s/ Michael J Arougheti Name: Michael J Arougheti Dated: February 25, 2026 Title: Co-Founder & Chief Executive Officer (Principal Executive Officer) By: /s/ Jarrod Phillips Name: Jarrod Phillips Dated: February 25, 2026 Title: Chief Financial Officer(Principal Financial & Accounting Officer) By: /s/ R. Kipp deVeer Name: R. Kipp deVeer Dated: February 25, 2026 Title: Director & Co-President By: /s/ David B. Kaplan Name: David B. Kaplan Dated: February 25, 2026 Title: Director & Co-Founder By: /s/ Bennett Rosenthal Name: Bennett Rosenthal Dated: February 25, 2026 Title: Director, Co-Founder & Chairman of Private Equity Group By: /s/ Ashish Bhutani Name: Ashish Bhutani Dated: February 25, 2026 Title: Director By: /s/ Antoinette Bush Name: Antoinette Bush Dated: February 25, 2026 Title: Director By: /s/ Paul G. Joubert Name: Paul G. Joubert Dated: February 25, 2026 Title: Director By: /s/ Michael Lynton Name: Michael Lynton Dated: February 25, 2026 Title: Director By: /s/ Eileen Naughton Name: Eileen Naughton Dated: February 25, 2026 Title: Director By: /s/ Judy D. Olian Name: Dr. Judy D. Olian Dated: February 25, 2026 Title: Director 176
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Table of Contents INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID: 42) F-2 Consolidated Statements of Financial Condition as of December 31, 2025 and 2024 F-4 Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023 F-5 Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024 and 2023 F-6 Consolidated Statements of Changes in Equity for the years ended December 31, 2025, 2024 and 2023 F-7 Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023 F-8 Notes to Consolidated Financial Statements F-9 F-1
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Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Ares Management Corporation Opinion on the Financial Statements We have audited the accompanying consolidated statements of financial condition of Ares Management Corporation (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 25, 2026 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. F-2
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Table of Contents Valuation of underlying investments of equity method investments Description of the Matter At December 31, 2025, the carrying value of the Company’s investments totaled $5,508.4 million, primarily consisting of equity method - carried interest of $3,972.7 million, equity method private investment partnership interests - principal of $526.4 million and equity method private investment partnership interests and other (held at fair value) of $675.8 million. Management applies valuation techniques using significant unobservable inputs to arrive at the fair value of the underlying investments held by the equity method private investment partnership (“underlying investments”). The fair value of the underlying investments, as estimated by management, impacts the Company’s equity method - carried interest and equity method private investment partnership interests - principal. The valuation techniques applied and the significant unobservable inputs are discussed in Note 2. Summary of Significant Accounting Policies to the consolidated financial statements. Auditing the fair value of the underlying investments that are valued using significant unobservable inputs is complex and involves a high degree of auditor subjectivity to address the higher estimation uncertainty. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s investment valuation process for the underlying investments. This included management’s review controls over the assessment of the valuation techniques and significant unobservable inputs used to estimate the fair value of the underlying investments and management’s review of the completeness and accuracy of the data used in these estimates. Our audit procedures included, among others, evaluating, on a sample basis, the valuation techniques and significant unobservable inputs used by the Company in valuing the underlying investments and testing, on a sample basis, the mathematical accuracy of the related valuation models. For example, for a sample of underlying investments that were valued using the market approach, we performed procedures to evaluate the appropriateness of significant unobservable inputs such as the selected earnings before interest, taxes, depreciation and amortization multiples or revenue multiples that were derived from comparable companies. These procedures included assessing the appropriateness of management’s determination of the comparable companies, and, where applicable, comparing the selected multiples to market observed transactions of such companies. For a sample of underlying investments that were valued using the discounted cash flow valuation technique, we performed procedures to evaluate the appropriateness of significant unobservable inputs such as the selected discount rates and projections of future cash flows. These procedures included comparing the selected discount rates to market data and/or recalculating these discount rates, such as the underlying investment’s weighted average cost of capital. In addition, these procedures included comparing future projections to the current performance and the historical growth rates of the investees as well as to the growth rates of publicly traded comparable companies. In some instances, with the involvement of our valuation specialists, we independently developed fair value estimates using market information and compared our estimates to the fair value of the underlying investments. We searched for and evaluated information that corroborated or contradicted the significant unobservable inputs. We also evaluated subsequent events and transactions and considered whether they corroborated or contradicted the year-end valuations. F-3
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Table of Contents Accounting for the acquisition of GCP International Description of the Matter As disclosed in Note 3 of the consolidated financial statements, the Company acquired the international business of GLP Capital Partners Limited and certain of its affiliates, excluding its operations in Greater China (“GCP International”) in 2025 for total consideration of $3,916.5 million. The transaction was accounted for as a business combination. Identifiable intangible assets acquired through this business combination primarily consisted of indefinite-lived management contracts, finite-lived intangible assets- management contracts (collectively, “management contracts”) and finite-lived intangible assets-client relationships with acquisition-date fair values of $749.6 million, $473.3 million and $107.2 million, respectively. Auditing the Company’s accounting for its acquisition of GCP International was complex due to the significant estimation uncertainty in determining the fair value of management contracts. The significant estimation uncertainty was primarily due to the sensitivity of the fair value to underlying assumptions about future performance of the acquired business in the Company’s discounted cash flow model used to measure the management contracts. These significant assumptions included the revenue growth rates and future fundraising assumptions, which form the basis of the forecasted results, and the discount rate. These significant assumptions are forward-looking and could be affected by future economic and market conditions. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s acquisition process. This included management’s review controls over the fair valuation techniques and significant assumptions and inputs used to estimate the fair value of the management contracts, as well as management’s review of the completeness and accuracy of the data used in the management contracts valuation model. To test the fair value of the management contracts, our procedures included, among others, involving internal valuation specialists to assist in our evaluation of the Company’s valuation methodology and significant assumptions included in the fair value estimate, including testing the revenue growth rates and future fundraising assumptions that form the basis of the forecasted results, the discount rate, as well as testing the mathematical accuracy of the Company’s valuation model. For example, we performed sensitivity analyses for certain significant assumptions by comparing such assumptions to current industry, market, and/or economic trends; assumptions used to value similar intangible assets of other acquisitions; and the historical results of the acquired business. /s/ Ernst & Young LLP We have served as the Company’s auditor since 2011. Los Angeles, California February 25, 2026 F-4
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Table of Contents Ares Management Corporation Consolidated Statements of Financial Condition (Amounts in Thousands, Except Share Data) As of December 31, 2025 2024 Assets Cash and cash equivalents $ 488,896 $ 1,507,976 Investments (includes accrued carried interest of $3,972,748 and $3,495,115 as of December 31, 2025 and 2024,respectively) 5,508,447 4,644,775 Due from affiliates 1,420,218 1,056,608 Other assets 1,032,138 774,654 Right-of-use operating lease assets 517,351 511,319 Intangible assets, net 2,115,830 975,828 Goodwill 3,454,107 1,162,636 Assets of Consolidated Funds: Cash and cash equivalents 959,088 1,227,489 Investments held in trust account — 550,800 Investments, at fair value 12,844,886 12,187,044 Receivable for securities sold 228,442 202,782 Other assets 63,966 82,397 Total assets $ 28,633,369 $ 24,884,308 Liabilities Accounts payable, accrued expenses and other liabilities $ 1,204,467 $ 363,872 Accrued compensation 472,978 280,894 Due to affiliates 810,409 500,480 Performance related compensation payable 2,951,333 2,537,203 Debt obligations 3,941,415 2,558,914 Operating lease liabilities 669,999 641,864 Liabilities of Consolidated Funds: Accounts payable, accrued expenses and other liabilities 105,137 323,100 Payable for securities purchased 165,391 332,406 CLO loan obligations, at fair value 7,359,072 9,672,189 Fund borrowings 2,251,780 275,000 Total liabilities 19,931,981 17,485,922 Commitments and contingencies Redeemable interest in Consolidated Funds — 550,700 Redeemable interest in Ares Operating Group entities 25,296 23,496 Non-controlling interests in Consolidated Funds 2,903,858 2,025,666 Non-controlling interests in Ares Operating Group entities 1,496,771 1,254,878 Stockholders’ Equity Series B mandatory convertible preferred stock, $0.01 par value, 1,000,000,000 shares authorized (30,000,000 sharesissued and outstanding as of December 31, 2025 and 2024) 1,460,030 1,458,771 Class A common stock, $0.01 par value, 1,500,000,000 shares authorized (218,465,429 shares and 199,872,571 sharesissued and outstanding as of December 31, 2025 and 2024, respectively) 2,185 1,999 Non-voting common stock, $0.01 par value, 500,000,000 shares authorized (3,489,911 shares issued and outstanding as ofDecember 31, 2025 and 2024) 35 35 Class B common stock, $0.01 par value, 1,000 shares authorized (1,000 shares issued and outstanding as of December 31,2025 and 2024) — — Class C common stock, $0.01 par value, 499,999,000 shares authorized (105,079,121 shares and 109,806,689 sharesissued and outstanding as of December 31, 2025 and 2024, respectively) 1,051 1,098 Additional paid-in-capital 4,242,678 2,936,794 Accumulated deficit (1,452,259) (837,294) Accumulated other comprehensive income (loss), net of tax 21,743 (17,757) Total stockholders’ equity 4,275,463 3,543,646 Total equity 8,676,092 6,824,190 Total liabilities, redeemable interest, non-controlling interests and equity $ 28,633,369 $ 24,884,308 See accompanying notes to the consolidated financial statements. F-5
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Table of Contents Ares Management Corporation Consolidated Statements of Operations (Amounts in Thousands, Except Share Data) Year ended December 31, 2025 2024 2023 Revenues Management fees $ 3,680,467 $ 2,942,126 $ 2,551,150 Carried interest allocation 1,153,976 390,180 618,579 Incentive fees 362,453 344,157 276,627 Principal investment income 48,149 45,424 36,516 Administrative, transaction and other fees 356,437 162,894 149,012 Total revenues 5,601,482 3,884,781 3,631,884 Expenses Compensation and benefits 2,565,625 1,731,747 1,486,698 Performance related compensation 1,094,355 449,564 607,522 General, administrative and other expenses 996,075 736,501 660,146 Expenses of Consolidated Funds 52,711 20,879 43,492 Total expenses 4,708,766 2,938,691 2,797,858 Other income (expense) Net realized and unrealized gains on investments 307,582 16,570 77,573 Interest and dividend income 47,451 43,054 19,276 Interest expense (171,642) (142,966) (106,276) Other income (expense), net (319,745) 627 4,819 Net realized and unrealized gains on investments of Consolidated Funds 551,076 313,963 262,700 Interest and other income of Consolidated Funds 575,273 933,349 995,545 Interest expense of Consolidated Funds (595,818) (835,335) (754,600) Total other income, net 394,177 329,262 499,037 Income before taxes 1,286,893 1,275,352 1,333,063 Income tax expense 198,535 164,617 172,971 Net income 1,088,358 1,110,735 1,160,092 Less: Net income attributable to non-controlling interests in Consolidated Funds 253,904 295,772 274,296 Net income attributable to Ares Operating Group entities 834,454 814,963 885,796 Less: Net income attributable to redeemable interest in Ares Operating Group entities 1,349 103 226 Less: Net income attributable to non-controlling interests in Ares Operating Group entities 305,743 351,118 411,244 Net income attributable to Ares Management Corporation 527,362 463,742 474,326 Less: Series B mandatory convertible preferred stock dividends declared 101,250 22,781 — Net income attributable to Ares Management Corporation Class A and non-voting commonstockholders $ 426,112 $ 440,961 $ 474,326 Net income per share of Class A and non-voting common stock Basic $ 1.71 $ 2.04 $ 2.44 Diluted $ 1.71 $ 2.04 $ 2.42 Weighted-average shares of Class A and non-voting common stock Basic 217,361,945 198,054,451 184,523,524 Diluted 217,361,945 198,054,451 195,773,426 Substantially all revenue is earned from affiliated funds of the Company. See accompanying notes to the consolidated financial statements. F-6
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Table of Contents Ares Management Corporation Consolidated Statements of Comprehensive Income (Amounts in Thousands) Year ended December 31, 2025 2024 2023 Net income $ 1,088,358 $ 1,110,735 $ 1,160,092 Foreign currency translation adjustments, net of tax 79,089 (32,221) 19,855 Total comprehensive income 1,167,447 1,078,514 1,179,947 Less: Comprehensive income attributable to non-controlling interests in Consolidated Funds 273,121 283,042 278,813 Less: Comprehensive income (loss) attributable to redeemable interest in Ares Operating Group entities 2,100 (300) 185 Less: Comprehensive income attributable to non-controlling interests in Ares Operating Group entities 325,364 344,157 417,267 Comprehensive income attributable to Ares Management Corporation $ 566,862 $ 451,615 $ 483,682 See accompanying notes to the consolidated financial statements. F-7
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Table of Contents Ares Management Corporation Consolidated Statements of Changes in Equity (Amounts in Thousands) Series BMandatoryConvertiblePreferredStock Class ACommonStock Non- votingCommonStock Class CCommonStock AdditionalPaid-in-Capital AccumulatedDeficit AccumulatedOtherComprehensiveIncome (Loss) Non-ControllingInterest inAres OperatingGroup Entities Non-ControllingInterest inConsolidatedFunds TotalEquity Balance as of December 31, 2022 $ — $ 1,739 $ 35 $ 1,172 $ 1,970,754 $ (369,475) $ (14,986) $ 1,135,023 $ 1,074,356 $ 3,798,618 Changes in ownership interests and related taxbenefits — 59 — (2) (60,755) — — 93,956 (313,781) (280,523) Issuances of common stock — 26 — — 239,519 — — — — 239,545 Capital contributions — — — — — — — 3,887 320,185 324,072 Dividends and distributions — — — — — (599,934) — (427,849) (101,128) (1,128,911) Net income — — — — — 474,326 — 411,244 274,296 1,159,866 Currency translation adjustment, net of tax — — — — — — 9,356 6,023 4,517 19,896 Equity compensation — — — — 155,606 — — 100,185 — 255,791 Stock option exercises — 47 — — 85,912 — — — — 85,959 Balance as of December 31, 2023 — 1,871 35 1,170 2,391,036 (495,083) (5,630) 1,322,469 1,258,445 4,474,313 Changes in ownership interests and related taxbenefits — 96 — (73) (87,278) — — (23,841) (30,954) (142,050) Issuance of Series B mandatory convertiblepreferred stock 1,458,771 — — — — — — — — 1,458,771 Issuances of common stock — 31 — 1 407,093 — — 7,724 — 414,849 Capital contributions — — — — — — — 3,373 639,154 642,527 Dividends and distributions (22,781) — — — — (783,172) — (527,422) (124,021) (1,457,396) Net income 22,781 — — — — 440,961 — 351,118 295,772 1,110,632 Currency translation adjustment, net of tax — — — — — — (12,127) (6,961) (12,730) (31,818) Equity compensation — — — — 224,433 — — 128,418 — 352,851 Stock option exercises — 1 — — 1,510 — — — — 1,511 Balance as of December 31, 2024 1,458,771 1,999 35 1,098 2,936,794 (837,294) (17,757) 1,254,878 2,025,666 6,824,190 Changes in ownership interests and related taxbenefits — 82 — (50) (825,335) — — 239,241 454,068 (131,994) Adjustment to issuance costs of Series Bmandatory convertible preferred stock 1,259 — — — — — — — — 1,259 Issuances of common stock — 104 — 3 1,642,214 — — 15,561 — 1,657,882 Capital contributions — — — — — — — 1,463 1,017,538 1,019,001 Dividends and distributions (101,250) — — — — (1,041,077) — (591,280) (866,535) (2,600,142) Net income 101,250 — — — — 426,112 — 305,743 253,904 1,087,009 Currency translation adjustment, net of tax — — — — — — 39,500 19,621 19,217 78,338 Equity compensation — — — — 489,005 — — 251,544 — 740,549 Balance as of December 31, 2025 $ 1,460,030 $ 2,185 $ 35 $ 1,051 $ 4,242,678 $ (1,452,259) $ 21,743 $ 1,496,771 $ 2,903,858 $ 8,676,092 See accompanying notes to the consolidated financial statements. F-8
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Table of Contents Ares Management Corporation Consolidated Statements of Cash Flows (Amounts in Thousands) Year ended December 31, 2025 2024 2023 Cash flows from operating activities Net income $ 1,088,358 $ 1,110,735 $ 1,160,092 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Equity compensation expense 740,549 352,851 255,965 Depreciation and amortization 243,149 158,578 231,712 Net realized and unrealized gains on investments (315,369) (21,463) (90,737) Changes in value of contingent earnout arrangements 349,706 — — Investments purchased (220,846) (580,744) (507,932) Proceeds from sale of investments 324,434 683,638 206,163 Other non-cash amounts 923 11,755 74 Adjustments to reconcile net income to net cash provided by (used in) operating activities allocable tonon-controlling interests in Consolidated Funds: Net realized and unrealized gains on investments (551,076) (313,963) (262,700) Investments purchased (8,284,076) (5,927,444) (8,847,856) Proceeds from sale of investments 9,830,928 7,569,165 8,149,617 Other non-cash amounts (212,962) (48,963) (101,465) Cash flows due to changes in operating assets and liabilities: Net carried interest and incentive fees receivable (37,802) (188,174) (48,858) Due to/from affiliates 184,751 223,498 (220,421) Other assets (228,410) (252,644) 21,532 Accrued compensation and benefits 132,401 (7,096) 20,383 Accounts payable, accrued expenses and other liabilities 91,962 148,384 27,864 Cash flows due to changes in operating assets and liabilities allocable to redeemable and non-controllinginterest in Consolidated Funds: Change in cash and cash equivalents held at Consolidated Funds 268,401 (77,978) (424,870) Net cash relinquished with deconsolidation of Consolidated Funds (151,500) (46,205) (623) Change in other assets and receivables held at Consolidated Funds 42,359 (49,774) (20,247) Change in other liabilities and payables held at Consolidated Funds (28,921) 46,998 219,046 Net cash provided by (used in) operating activities 3,266,959 2,791,154 (233,261) Cash flows from investing activities Purchase of furniture, equipment and leasehold improvements, net of disposals (72,178) (91,509) (67,183) Acquisitions, net of cash acquired (1,731,461) (67,895) (43,896) Net cash used in investing activities (1,803,639) (159,404) (111,079) Cash flows from financing activities Net proceeds from issuance of Series B mandatory convertible preferred stock — 1,458,771 — Net proceeds from issuance of Class A common stock — 407,124 — Proceeds from Credit Facility 2,860,000 1,210,000 1,410,000 Proceeds from issuance of senior notes — 736,010 499,010 Repayments of Credit Facility (1,480,000) (2,105,000) (1,215,000) Repayment of senior notes — (250,000) — Dividends and distributions (1,756,688) (1,310,896) (1,030,666) Stock option exercises — 1,511 85,959 Taxes paid related to net share settlement of equity awards (436,869) (227,532) (157,007) Other financing activities 1,914 2,285 2,943 Allocable to redeemable and non-controlling interests in Consolidated Funds: Contributions from redeemable and non-controlling interests in Consolidated Funds 847,431 639,154 855,456 Distributions to non-controlling interests in Consolidated Funds (866,535) (124,021) (101,128) Redemptions of redeemable interests in Consolidated Funds (509,503) — (1,045,874) Borrowings under loan obligations by Consolidated Funds 1,551,874 359,351 1,387,297 Repayments under loan obligations by Consolidated Funds (2,638,793) (2,228,351) (398,864) Net cash provided by (used in) financing activities (2,427,169) (1,431,594) 292,126 Effect of exchange rate changes (55,231) (40,454) 10,501 Net change in cash and cash equivalents (1,019,080) 1,159,702 (41,713) Cash and cash equivalents, beginning of period 1,507,976 348,274 389,987 Cash and cash equivalents, end of period $ 488,896 $ 1,507,976 $ 348,274 Supplemental disclosure of non-cash financing activities: Equity issued in connection with acquisition-related activities $ 1,657,882 $ 21,002 $ 239,545 Equity issued in connection with settlement of management incentive program $ — $ — $ 245,647 Supplemental disclosure of cash flow information: Cash paid during the period for interest $ 675,802 $ 866,760 $ 722,643 Cash paid during the period for income taxes $ 91,333 $ 107,570 $ 62,007 See accompanying notes to the consolidated financial statements.
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Table of Contents Ares Management Corporation Notes to the Consolidated Financial Statements (Dollars in Thousands, Except Share Data and As Otherwise Noted) 1. ORGANIZATION Ares Management Corporation (the “Company”), a Delaware corporation, together with its subsidiaries, is a leading global alternative investment manager operating integrated groups across Credit, Real Assets, Secondaries and Private Equity. Information about segments should be read together with “Note 15. Segment Reporting.” Subsidiaries of the Company serve as the general partners and/or investment managers to various funds and managed accounts within each investment group (the “Ares Funds”). These subsidiaries provide investment advisory services to the Ares Funds in exchange for management fees. The accompanying audited financial statements include the consolidated results of the Company and its subsidiaries. The Company is a holding company that operates and controls all of the businesses and affairs of and conducts all of its material business activities through Ares Holdings L.P. (“Ares Holdings”). Ares Holdings represents all the activities of the “Ares Operating Group” or “AOG” and may be referred to interchangeably. The Company, indirectly through its wholly owned subsidiary, Ares Holdco LLC, is the general partner of the Ares Operating Group entity. The Company manages or controls certain entities that have been consolidated in the accompanying financial statements as described in “Note 2. Summary of Significant Accounting Policies.” These entities include Ares Funds, co-investment vehicles, structured financing vehicles, collateralized loan obligations (“CLOs”) and special purpose acquisition companies (“SPACs”) (collectively, the “Consolidated Funds”). Including the results of the Consolidated Funds significantly increases the reported amounts of the assets, liabilities, revenues, expenses and cash flows within the accompanying consolidated financial statements. However, the Consolidated Funds results included herein have no direct effect on the net income attributable to Ares Management Corporation or to its stockholders’ equity, except where accounting for a redemption or liquidation preference requires the reallocation of ownership based on specific terms of a profit sharing agreement. Instead, economic ownership interests of the investors in the Consolidated Funds are reflected as redeemable and non-controlling interests in Consolidated Funds. Further, cash flows allocable to redeemable and non-controlling interest in Consolidated Funds are specifically identifiable within the Consolidated Statements of Cash Flows. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). The Company’s Consolidated Funds are investment companies under GAAP based on the following characteristics: the Consolidated Funds obtain funds from one or more investors and provide investment management services and the Consolidated Funds’ business purpose and substantive activities are investing funds for returns from capital appreciation and/or investment income. Therefore, investments of Consolidated Funds are recorded at fair value and the unrealized appreciation (depreciation) in an investment’s fair value is recognized on a current basis within the Consolidated Statements of Operations. Additionally, the Consolidated Funds do not consolidate their majority-owned and controlled investments in portfolio companies. In the preparation of these consolidated financial statements, the Company has retained the investment company accounting for the Consolidated Funds under GAAP. All of the investments held and CLO loan obligations issued by the Consolidated Funds are presented at their estimated fair values within the Company’s Consolidated Statements of Financial Condition. Net income attributable to holders of subordinated notes of the CLOs is presented within net income attributable to non-controlling interests in Consolidated Funds within the Consolidated Statements of Operations. The Company has reclassified certain prior period amounts to conform to the current year presentation. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make assumptions and estimates that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues, expenses and other income (expense) during the reporting periods. Assumptions and estimates regarding the valuation of investments involve a high degree of judgment and complexity F-10
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Table of Contents Ares Management Corporation Notes to the Consolidated Financial Statements (Continued) (Dollars in Thousands, Except Share Data and As Otherwise Noted) and may have a significant impact on net income. Actual results could differ from these estimates and such differences could be material to the consolidated financial statements. Principles of Consolidation The Company consolidates those entities in which it has a direct or indirect controlling financial interest based on either a variable interest entity (“VIE”) model or voting interest entity (“VOE”) model. As such, the Company consolidates (i) entities that the Company concludes are VIEs in which the Company has more than insignificant economic interest and power to direct the activities that most significantly impact the entities, and for which the Company is deemed to be the primary beneficiary and (ii) entities in which it holds a majority voting interest or has majority ownership and control over the operational, financial and investing decisions of that entity. The Company determines whether an entity should be consolidated by first evaluating whether it holds a variable interest in the entity. Fees that are customary and commensurate with the level of services provided by the Company, and where the Company does not hold other economic interests in the entity that would absorb more than an insignificant amount of the expected losses or returns of the entity, would not be considered a variable interest. The Company factors in all economic interests, including proportionate interests through related parties, to determine if fees are considered a variable interest. As the Company’s interests in funds are primarily management fees, carried interest, incentive fees, and/or insignificant direct or indirect equity interests through related parties, the Company is not considered to have a variable interest in these entities. Entities that are not VIEs are further evaluated for consolidation under the VOE model. Variable Interest Entities The Company considers an entity to be a VIE if any of the following conditions exist: (i) the total equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support; (ii) the holders of equity investment at risk, as a group, lack either the direct or indirect ability through voting rights or similar rights to make decisions that have a significant effect on the success of the entity or the obligation to absorb the expected losses or right to receive the expected residual returns; or (iii) the voting rights of some equity investors are disproportionate to their obligation to absorb losses of the entity, their rights to receive returns from an entity, or both and substantially all of the entity’s activities either involve or are conducted on behalf of an investor with disproportionately few voting rights. The Company consolidates all VIEs for which it is the primary beneficiary. The Company determines it is the primary beneficiary when it has both the power to direct the activities of the VIE that most significantly impact the entity’s economic performance and the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE. The Company determines whether it is the primary beneficiary of a VIE at the time it becomes involved with a VIE and continuously reconsiders the conclusion. In evaluating whether the Company is the primary beneficiary, the Company evaluates its direct and indirect economic interests in the entity. The consolidation analysis is generally performed qualitatively, however, if the primary beneficiary is not readily determinable, a quantitative analysis may also be performed. This analysis requires judgment. These judgments include: (i) determining whether the equity investment at risk is sufficient to permit the entity to finance its activities without additional subordinated financial support; (ii) evaluating whether the equity holders, as a group, can make decisions that have a significant effect on the success of the entity; (iii) determining whether two or more parties’ equity interests should be aggregated; (iv) determining whether the equity investors have proportionate voting rights to their obligations to absorb losses or rights to receive returns from an entity; and (v) evaluating the nature of relationships and activities of the parties involved in determining which party within a related-party group is most closely associated with a VIE and hence would be deemed the primary beneficiary. The Company has transferred certain financial interests to structured financing vehicles that it manages, including but not limited to collateralized fund obligations, rated note feeders and private asset-backed notes, among other secondary solutions. These financial interests include the Company’s capital interests and rights to performance income in its managed funds. The transfer of these financial interests subjects the Company to a maximum risk of loss equal to the value of the transferred financial interests in the event that these structured financing vehicles or the underlying financial interests do not meet stated performance thresholds, which typically results in a variable interest and the consolidation of these investment vehicles by the Company. F-11
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Table of Contents Ares Management Corporation Notes to the Consolidated Financial Statements (Continued) (Dollars in Thousands, Except Share Data and As Otherwise Noted) Consolidated CLOs The Company has determined that the fair value of the financial assets of the Consolidated CLOs, which are mostly Level II assets within the GAAP fair value hierarchy, are more observable than the fair value of the financial liabilities of its Consolidated CLOs, which are mostly Level III liabilities within the GAAP fair value hierarchy. As a result, the financial assets of Consolidated CLOs are measured at fair value and the financial liabilities of the Consolidated CLOs are measured in consolidation as: (i) the sum of the fair value of the financial assets, and the carrying value of any nonfinancial assets held temporarily, less (ii) the sum of the fair value of any beneficial interests retained by the Company (other than those that represent compensation for services), and the Company’s carrying value of any beneficial interests that represent compensation for services. The resulting amount is allocated to the individual financial liabilities (other than the beneficial interests retained by the Company). The loan obligations issued by the CLOs are collateralized by diversified asset portfolios and by structured debt or equity. In exchange for managing the collateral for the CLOs, the Company typically earns a variety of management fees, including senior and subordinated management fees, and in some cases, contingent incentive fee income. Investors in the CLOs generally have no recourse against the Company for any losses sustained in the capital structure of each CLO. Fair Value Measurements GAAP establishes a hierarchical disclosure framework that prioritizes the inputs used in measuring financial instruments at fair value into three levels based on their market price observability. Market price observability is affected by a number of factors, including the type of instrument and the characteristics specific to the instrument. Financial instruments with readily available quoted prices from an active market or for which fair value can be measured based on actively quoted prices generally have a higher degree of market price observability and a lesser degree of judgment inherent in measuring fair value. Financial assets and liabilities measured and reported at fair value are classified as follows: • Level I—Quoted prices in active markets for identical instruments. • Level II—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in inactive markets; and model-derived valuations with directly or indirectly observable significant inputs. Level II inputs include prices in markets with few transactions, non-current prices, prices for which little public information exists or prices that vary substantially over time or among brokered market makers. Other inputs include interest rate, yield curve, volatility, prepayment risk, loss severity, credit risk and default rate. • Level III—Valuations that rely on one or more significant unobservable inputs. These inputs reflect the Company’s assessment of the assumptions that market participants would use to value the instrument based on the best information available. Management’s determination of fair value includes various valuation techniques. These techniques may include market approach, recent transaction price, net asset value (“NAV”), discounted cash flows, as well as probability distributed models, and may use one or more significant unobservable inputs such as EBITDA or revenue multiples, broker quotes and/or third-party pricing services, discount rates, weighted average cost of capital, volatility, exit multiples, terminal growth rates and other unobservable inputs. In some instances, an instrument may fall into more than one level of the fair value hierarchy. In such instances, the instrument’s level within the fair value hierarchy is based on the lowest of the three levels (with Level III being the lowest) that is significant to the fair value measurement. The Company’s assessment of the significance of an input requires judgment and considers factors specific to the instrument. The Company accounts for the transfer of assets into or out of each fair value hierarchy level as of the beginning of the reporting period. Financial Instrument Valuations The valuation techniques used by the Company to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The valuation techniques applied to investments held by the Company and by the Consolidated Funds vary depending on the nature of the investment. F-12
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Table of Contents Ares Management Corporation Notes to the Consolidated Financial Statements (Continued) (Dollars in Thousands, Except Share Data and As Otherwise Noted) CLOs and CLO loan obligations: The fair value of CLOs held by the Company are estimated based on either a third-party pricing service or broker quote and are classified as Level III. The Company measures its CLO loan obligations of the Consolidated Funds by first determining whether the fair values of the financial assets or financial liabilities of its Consolidated CLOs are more observable. Contingent consideration: The Company generally determines the fair value of its contingent consideration liabilities by using a probability weighted expected return method, including the Monte Carlo simulation. These models consider a range of assumptions including historical experience, prior period performance, current progress towards targets, probability-weighted scenarios, and management’s own assumptions. The discount rate used is determined based on the weighted average cost of capital for the Company. Once the associated targets are achieved, the contingent consideration is reported at the settlement amount. The fair value of the Company’s contingent consideration liabilities are classified as Level III. Liabilities recorded in connection with the Company’s contingent consideration are included within accounts payable, accrued expenses and other liabilities in the Consolidated Statements of Financial Condition and the associated changes in fair value are included within other income (expense), net in the Consolidated Statements of Operations. Corporate debt, bonds, bank loans, securitization vehicles and derivative instruments: The fair value of corporate debt, bonds, bank loans, securitization vehicles and derivative instruments is estimated based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs. These investments are generally classified as Level II. The Company obtains prices from independent pricing services that generally utilize broker quotes and may use various other pricing techniques, which take into account appropriate factors such as yield, quality, coupon rate, maturity, type of issue, trading characteristics and other data. If management is only able to obtain a single broker quote, or utilizes a pricing model, such securities will generally be classified as Level III. Equity and equity-related securities: Securities traded on a national securities exchange are stated at the last reported sales price on the day of valuation. To the extent these securities are actively traded and valuation adjustments are not applied, they are classified as Level I. Securities that trade in markets that are not considered to be active but are valued based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs obtained by the Company from independent pricing services are classified as Level II. Securities that have market prices that are not readily available, utilize valuation models of third-party pricing service or internal models using unobservable inputs to determine the fair value are classified as Level III. Money market funds and U.S. treasury securities: The fair value of money market funds that invest in treasury-backed securities and U.S. treasury securities is estimated using quoted market prices in active markets. These investments are classified as Level I. Partnership interests: The Company generally values its investments using the NAV per share equivalent calculated by the investment manager as a practical expedient to determining an independent fair value or estimates based on various valuation models of third-party pricing services, as well as internal models. The Company does not categorize within the fair value hierarchy investments where fair value is measured using the NAV per share practical expedient. In limited circumstances, the Company may determine, based on its own due diligence and investment procedures, that NAV per share does not represent fair value. In such circumstances, the Company will estimate the fair value in good faith and in a manner that it reasonably chooses. As of December 31, 2025 and 2024, NAV per share represented the fair value of the Company’s investments in partnership interests. The substantial majority of the Company’s private commingled funds are closed-ended, and accordingly, do not permit investors to redeem their interests other than in limited circumstances that are beyond the control of the Company, such as instances in which retaining the interest could cause the investor to violate a law, regulation or rule. The Company also has open-ended and evergreen funds where investors have the right to withdraw their capital, subject to the terms of the respective constituent documents, over periods generally ranging from one month to three years. In addition, the Company has minority investments in vehicles that may only have a single other investor that may allow such investors to terminate the fund pursuant to the terms of the applicable constituent documents of such vehicle. Cash and Cash Equivalents Cash and cash equivalents for the Company includes investments with maturities at purchase of less than three months, money market funds and demand deposits. Cash and cash equivalents held at Consolidated Funds represents cash that, although F-13
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Table of Contents Ares Management Corporation Notes to the Consolidated Financial Statements (Continued) (Dollars in Thousands, Except Share Data and As Otherwise Noted) not legally restricted, is not available to support the general liquidity needs of the Company, as the use of such amounts is generally limited to the activities of the Consolidated Funds. As of December 31, 2025 and 2024, the Company had cash balances with financial institutions in excess of Federal Deposit Insurance Corporation insured limits. The Company monitors the credit standing of these financial institutions. Investments Held in Trust Account Investments held in trust account represents funds raised through the initial public offerings of the Company’s sponsored SPACs that are presented within Consolidated Funds. The funds raised are held in a trust account that is restricted for use and may only be used for purposes of completing an initial business combination or redemption of public shares as set forth in the trust agreement. The portfolio of investments for the SPACs is comprised of United States (“U.S.”) government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligations. The investments typically have original maturities of six months or less when purchased and are recorded at fair value. Interest income received on such investments is separately presented from the overall change in fair value and is recognized within interest and other income of Consolidated Funds within the Consolidated Statements of Operations. Any remaining change in fair value of such investments, that is not recognized as interest income, is recognized within net realized and unrealized gains on investments of Consolidated Funds within the Consolidated Statements of Operations. Investments The investments of the Company are reflected within the Consolidated Statements of Financial Condition at fair value, with unrealized appreciation (depreciation) resulting from changes in fair value reflected as a component of net realized and unrealized gains on investments within the Consolidated Statements of Operations. Certain investments are denominated in foreign currency and are translated into U.S. dollars at each reporting date. Equity Method Investments The Company accounts for its investments in which it has or is otherwise presumed to have significant influence, including investments in unconsolidated funds, strategic investments and carried interest, using the equity method of accounting. The carrying amounts of equity method investments are reflected in investments within the Consolidated Statements of Financial Condition. The carrying value of investments accounted for using equity method accounting is determined based on amounts invested by the Company, adjusted for the equity in earnings or losses of the investee allocated based on the respective partnership agreements, less distributions received. The Company evaluates the equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may not be recoverable. Except for carried interest, the Company’s share of the investee’s income and expenses for the Company’s equity method investments is presented either within principal investment income or net realized and unrealized gains on investments within the Consolidated Statements of Operations. Carried interest allocation is presented separately as a revenue line item within the Consolidated Statements of Operations, and the accrued carried interest is presented within investments within the Consolidated Statements of Financial Condition. In addition, certain of the Company’s equity method investments are reported at fair value. The fair value option has been elected to simplify the accounting for certain financial instruments. The fair value option election is irrevocable and is applied to financial instruments on an individual basis at initial recognition or at eligible remeasurement events. Changes in the fair value of such instruments with the fair value option elected are presented within net realized and unrealized gains on investments within the Consolidated Statements of Operations. Derivative Instruments In the normal course of business, the Company and the Consolidated Funds are exposed to certain risks relating to their ongoing operations and use various types of derivative instruments primarily to mitigate against interest rate and foreign exchange risk. The derivative instruments are not designated as hedging instruments. The Company uses various derivative instruments from time to time depending on the risks being managed and generally include foreign currency forward contracts, interest rate swaps, asset swaps and warrants. F-14
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Table of Contents Ares Management Corporation Notes to the Consolidated Financial Statements (Continued) (Dollars in Thousands, Except Share Data and As Otherwise Noted) The Company reports each of its derivative instruments at fair value within the Consolidated Statements of Financial Condition as either other assets or accounts payable, accrued expenses and other liabilities. These amounts may be offset to the extent that there is a legal right to offset and if elected by management. Derivative instruments are marked-to-market based upon quotations from pricing services or by the Company and the change in value, if any, is recorded as an unrealized gain (loss). Upon settlement of the instrument, the Company records any realized gain (loss). Changes in value are reflected within net realized and unrealized gains on investments within the Consolidated Statements of Operations. Business Combinations The Company accounts for business combinations using the acquisition method of accounting, under which the purchase price of the acquisition, including the fair value of certain elements of contingent consideration, is allocated to the assets acquired and liabilities assumed using the fair values determined by management as of the acquisition date. Contingent consideration obligations are recognized as of the acquisition date at fair value based on the probability that contingency will be realized. Any fair value of purchase consideration in excess of the fair value of the assets acquired less liabilities assumed is recorded as goodwill. Conversely, any excess of the fair value of the net assets acquired in excess of the purchase consideration is recognized as a bargain purchase gain. Critical estimates in valuing certain of the intangible assets acquired include, but are not limited to, future expected cash flows, future fundraising assumptions, expected useful life, discount rates and income tax rates. The acquisition method of accounting allows for a measurement period for up to one year after the acquisition date to make adjustments to the purchase price allocation as the Company obtains more information regarding asset valuations and liabilities assumed. Acquisition-related costs incurred in connection with a business combination are expensed as incurred. Goodwill and Intangible Assets Intangible Assets The Company’s finite-lived intangible assets consist primarily of contractual rights to earn future management fees from the acquired management contracts. Finite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives, ranging from approximately 1.0 to 13.5 years. The fair value of an acquired management contract is recorded as an intangible asset and is amortized over the life of the contract. Amortization is included as part of general, administrative and other expenses within the Consolidated Statements of Operations. The Company tests finite-lived intangible assets for impairment if certain events occur or circumstances change indicating that the carrying amount of the intangible asset may not be recoverable. If, after assessing qualitative factors, the Company believes that it is more likely than not that the fair value of the finite-lived intangible asset is less than its carrying amount, the Company will evaluate impairment quantitatively. The Company evaluates if the carrying amount of the intangible asset is recoverable by comparing the estimated undiscounted cash flows attributable to the intangible asset being evaluated with its carrying amount. If an impairment is determined to exist by management, the Company accelerates amortization expense so that the carrying amount represents fair value. The Company estimates fair value using a discounted future cash flow methodology. The Company’s indefinite-lived intangible assets consist of contractual rights to earn future management fees from the acquired management contracts that were determined to have indefinite useful lives. The Company tests indefinite-lived intangible assets annually for impairment, or if certain events occur or circumstances change indicating that the carrying amount of the intangible asset may not be recoverable or if these assets are subsequently determined to have a finite useful life. If, after assessing qualitative factors, the Company believes that it is more likely than not that the fair value of the indefinite-lived intangible asset is less than its carrying amount, the Company will evaluate impairment quantitatively to determine and record the amount of impairment as the excess of the carrying amount of the indefinite-lived intangible asset over its fair value. Inherent in such fair value determinations are certain judgments and estimates relating to future cash flows, including the Company’s strategic plans with regard to the indefinite-lived intangible assets. Goodwill Goodwill represents the excess of purchase price of an acquired business over the fair value of its identifiable net assets. The Company tests goodwill annually for impairment, or if an event occurs or circumstances change such that it is more likely than not to reduce the fair value of the reporting unit below its carrying amount. If, after assessing qualitative factors, the F-15
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Table of Contents Ares Management Corporation Notes to the Consolidated Financial Statements (Continued) (Dollars in Thousands, Except Share Data and As Otherwise Noted) Company believes that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the Company will evaluate impairment quantitatively and record the amount of goodwill impairment as the excess of the carrying amount of the reporting unit over its fair value. Inherent in such fair value determinations are certain judgments and estimates relating to future cash flows, including the Company’s interpretation of current economic indicators and market valuations, and assumptions about the Company’s strategic plans with regard to its operations. Due to the uncertainties associated with such estimates, actual results could differ from such estimates. Fixed Assets Fixed assets, consisting of furniture, fixtures, computer hardware, equipment, internal-use software and leasehold improvements are recorded at cost, less accumulated depreciation and amortization. Fixed assets are presented within other assets within the Company’s Consolidated Statements of Financial Condition. Direct costs associated with developing, purchasing or otherwise acquiring software for internal use are capitalized and amortized on a straight-line basis over the expected useful life of the software, beginning when the software is ready for its intended purpose. Costs incurred for upgrades and enhancements that will not result in additional functionality are expensed as incurred. Fixed assets are depreciated or amortized on a straight-line basis over an asset’s estimated useful life, with the corresponding depreciation and amortization expense presented within general, administrative and other expenses within the Company’s Consolidated Statements of Operations. The estimated useful life for leasehold improvements is the lesser of the lease term or the life of the asset, while other fixed assets and internal-use software are generally depreciated between three and seven years. Fixed assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Leases The Company enters into operating and finance leases for corporate offices and certain equipment and makes the determination if an arrangement constitutes a lease at inception. Operating leases are presented within right-of-use operating lease assets and operating lease liabilities within the Company’s Consolidated Statements of Financial Condition. Finance lease assets are capitalized as a component of fixed assets and finance lease liabilities are presented within accounts payable, accrued expenses and other liabilities within the Consolidated Statements of Financial Condition. Leases with an initial term of 12 months or less are expensed as incurred and not capitalized within the Consolidated Statements of Financial Condition. Right-of-use operating lease assets represent the Company’s right to use an underlying asset for the lease term and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease right-of-use assets and corresponding lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company uses the implicit rate when readily determinable. The right-of-use operating lease asset also includes any lease prepayments and excludes lease incentives. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the company will exercise that option. The Company has lease agreements with lease and non-lease components, which are generally accounted for separately. Lease expense is primarily recognized on a straight-line basis over the lease term. Right-of-use operating lease assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Non-Controlling Interests The non-controlling interests in AOG entities represent a component of equity and net income attributable to the owners of the Ares Operating Group Units (“AOG Units”) that are not held directly or indirectly by the Company. These owners consist predominantly of Ares Owners Holdings L.P. but also include other strategic distribution partnerships with whom the Company has established joint ventures and other non-controlling strategic investors. Non-controlling interests in AOG entities are adjusted for contributions to and distributions from AOG during the reporting period and are allocated income from the AOG entities either based on their historical ownership percentage for the proportional number of days in the reporting period or based on the activity associated with certain membership interests. F-16
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Table of Contents Ares Management Corporation Notes to the Consolidated Financial Statements (Continued) (Dollars in Thousands, Except Share Data and As Otherwise Noted) The non-controlling interests in Consolidated Funds represents a component of equity and net income attributable to ownership interests that third parties hold in Consolidated Funds. Redeemable Interest Redeemable interest in AOG entities represents third-party ownership interests in investments that were acquired in connection with a historical acquisition. Income (loss) is allocated based on the ownership percentage attributable to the redeemable interest. At each balance sheet date, the carrying value of the redeemable interest is presented at the redemption amount, to the extent that the redemption amount exceeds the initial measurement on the date of acquisition. The Company recognizes changes in the redemption amount with corresponding adjustments against retained earnings, or additional paid-in-capital in the absence of retained earnings, within stockholders’ equity within the Consolidated Statements of Financial Condition. Redeemable interest in Consolidated Funds represented the Class A ordinary shares issued by the Company’s sponsored SPAC (the “Class A ordinary shares”), as applicable. The Class A ordinary shares were redeemable for cash by the public shareholders until the completion of a business combination or tender offer associated with shareholder approval provisions. The Class A ordinary shareholders had redemption rights that were considered to be outside of the SPAC’s control. Revenue Recognition The Company recognizes revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company’s revenue is based on contracts with a determinable transaction price and distinct performance obligations with probable collectability. Revenues are not recognized until the performance obligation(s) are satisfied. Management Fees Management fees are generally based on a defined percentage of capital commitments, invested capital, NAV or the fair value of assets, among others. Substantially all management fees are earned from affiliated funds of the Company. The contractual terms of management fees vary by fund structure and investment strategy. Management fees are recognized as revenue in the period advisory services are rendered, subject to the Company’s assessment of collectability. Management fees also include a quarterly fee on the net investment income (“Part I Fees”) from certain publicly-traded funds and perpetual wealth vehicles. Part I Fees are predictable and recurring in nature, not subject to contingent repayment and generally cash-settled each quarter, unless subject to a payment deferral. Carried Interest Allocation In certain fund structures, carried interest is allocated to the Company based on cumulative fund performance to date, subject to the achievement of minimum return levels in accordance with the respective terms set out in each fund’s investment management agreement. At the end of each reporting period, a fund will allocate carried interest applicable to the Company based upon an assumed liquidation of that fund’s net assets on the reporting date, irrespective of whether such amounts have been realized. Carried interest is recorded to the extent such amounts have been allocated, and may be subject to reversal to the extent that the amount allocated exceeds the amount due to the general partner or investment manager based on a fund’s cumulative investment returns. As the fair value of underlying assets varies between reporting periods, it is necessary to make adjustments to amounts recorded as carried interest to reflect either: (i) positive performance resulting in an increase in the carried interest allocated to the Company; or (ii) negative performance that would cause the amount due to the Company to be less than the amount previously recognized as revenue, resulting in a reversal of previously recognized carried interest allocated to the Company. Accrued carried interest as of the reporting date is recorded within investments within the Consolidated Statements of Financial Condition. Carried interest is realized when an underlying investment is profitably disposed of, or upon the return of each limited partner’s capital plus a preferred return, and the fund’s cumulative returns are in excess of the specific hurdle rates as defined in the applicable investment management agreements or governing documents. Since carried interest is subject to reversal, the Company may need to accrue for potential repayment of previously received carried interest. This accrual represents all F-17
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Table of Contents Ares Management Corporation Notes to the Consolidated Financial Statements (Continued) (Dollars in Thousands, Except Share Data and As Otherwise Noted) amounts previously distributed to the Company that would need to be repaid to the funds if the funds were to be liquidated based on the current fair value of the underlying funds’ investments as of the reporting date. The actual repayment obligations, however, generally does not become realized until the end of a fund’s life. The Company accounts for carried interest, which represents a performance-based capital allocation from an investment fund to the Company, as earnings from financial assets. The Company recognizes carried interest allocation as a separate revenue line item in the Consolidated Statements of Operations with accrued carried interest as of the reporting date reported within investments within the Consolidated Statements of Financial Condition. Carried interest allocation is earned from affiliated funds of the Company. Incentive Fees Incentive fees earned on the performance of certain fund structures that are recognized based on the fund’s performance during a measurement period, subject to the achievement of minimum return levels in accordance with the respective terms set out in each fund’s investment management agreement. Incentive fees are realized at the end of a measurement period, typically annually. Once realized, such fees are no longer subject to reversal. Principal Investment Income Principal investment income consists of interest and dividend income and net realized and unrealized gains (losses) from the equity method investments where the Company serves as general partner. Administrative, Transaction and Other Fees The Company earns other sources of revenue that are classified as administrative, transaction or other fees. These fees are recognized as revenue in the period in which the related services are rendered. Administrative fees represent fees that the Company earns for providing administrative services to certain funds. These fees may either reflect expense reimbursements for costs incurred by certain professionals in performing services for a fund or may be based on fixed percentage of a fund’s invested capital. Transaction fees are typically earned from the arrangement and origination of loans and are generated primarily from funds within the direct lending strategy. Other fees includes various property-related fees earned from certain real estate and digital infrastructure funds, such as acquisition, leasing, development and property management. Other fees may also include: (i) sales-based and asset-based fees from the Company’s perpetual wealth vehicles and 1031 exchange programs; and (ii) capital markets transaction fees earned for participating as an underwriter and/or acting as an advisor on capital markets transactions. Equity-Based Compensation The Company recognizes expense related to equity-based compensation for which it receives employee services in exchange for equity instruments of the Company. Equity-based compensation expense is associated with restricted units and restricted stock (collectively, “unvested awards”) granted under the 2023 Equity Incentive Plan (the “Equity Incentive Plan”). Equity-based compensation expense for unvested awards is determined based on the fair value of the respective equity award on the grant date and is recognized on a straight-line basis over the requisite service period with a corresponding increase in additional paid-in-capital. The grant date fair value of these equity awards is determined by the most recent closing price of shares of the Company’s Class A common stock. The Company recognizes share-based award forfeitures in the period they occur as a reversal of previously recognized compensation expense. The reduction in compensation expense is determined based on the specific awards forfeited during that period. The holders of restricted units, other than awards that have not yet been issued as described in Note 13. Equity Compensation, generally have the right to receive as current compensation an amount in cash equal to: (i) the amount of any dividend paid with respect to a share of Class A common stock multiplied by (ii) the number of restricted units held at the time such dividends are declared (“Dividend Equivalent”). When units are forfeited, the cumulative amount of Dividend Equivalents previously paid is reclassified to compensation and benefits expense within the Consolidated Statements of Operations. F-18
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Table of Contents Ares Management Corporation Notes to the Consolidated Financial Statements (Continued) (Dollars in Thousands, Except Share Data and As Otherwise Noted) The Company records deferred tax assets or liabilities for equity compensation plan awards based on deductions for income tax purposes of equity-based compensation recognized at the statutory tax rate in the jurisdiction in which the Company is expected to receive a tax deduction. In addition, differences between the deferred tax assets recognized in accordance with GAAP and the actual tax deduction reported in the Company’s income tax returns are presented within income tax expense within the Consolidated Statements of Operations before taking into consideration the tax effects of the investment in AOG. Equity-based compensation expense is presented within compensation and benefits within the Consolidated Statements of Operations. Performance Related Compensation The Company has agreed to pay to certain professionals a portion of the carried interest and incentive fees earned from certain funds, including revenue from Consolidated Funds that is eliminated in consolidation. Depending on the nature of each fund, carried interest and incentive fees may be structured as a fixed percentage subject to vesting based on continued employment or service (generally a period from six to 10 years) or as an annual award that is payable for the particular performance year if the recipient remains employed through the payment date. Other limitations may apply to carried interest and incentive fees as set forth in the applicable governing documents of the fund or award documentation. Performance related compensation is recognized in the same period that the related carried interest and incentive fees are recognized. Performance related compensation can be reversed during periods when there is a reversal of carried interest that was previously recognized. Performance related compensation may also include a portion of the profits from certain of the Company’s strategic investments that are payable to professionals although the profits generated from these strategic investments represent investment income and are not reported within performance income. Performance related compensation payable represents the amounts payable to professionals who are entitled to a proportionate share of carried interest in one or more funds and include the associated payroll-related taxes. The liability is calculated based upon the changes to realized and unrealized carried interest. Performance related compensation payable may include any unpaid allocations to charitable organizations as part of the Company’s philanthropic initiatives. Net Realized and Unrealized Gains/(Losses) on Investments Realized gains (losses) may occur when the Company redeems all or a portion of its investment, when the Company receives dividends or distributions, or at the end of an investment’s life. Unrealized appreciation (depreciation) results from changes in the fair value of the underlying investment as well as from the reversal of previously recognized unrealized appreciation (depreciation) at the time an investment is realized. Realized and unrealized gains (losses) are presented together as net realized and unrealized gains on investments within the Consolidated Statements of Operations. Also, the Company’s share of the investee’s income and expenses for the Company’s equity method investments that it does not manage is presented within net realized and unrealized gains on investments. Interest and Dividend Income Interest, dividends and other investment income are included within interest and dividend income. Interest income is recognized on an accrual basis using the effective interest method to the extent that such amounts are expected to be collected. Dividends and other investment income are recorded when the right to receive payment is established. Foreign Currency The U.S. dollar is the Company’s functional currency; however, certain transactions of the Company may not be denominated in U.S. dollars. Income and expense and gain and loss transactions denominated in foreign currencies are generally translated into U.S. dollars monthly using the average exchange rates during the respective transaction period. Foreign exchange revaluation arising from these transactions is recognized within other income (expense), net within the Consolidated Statements of Operations. For the years ended December 31, 2025 and 2023, the Company recognized $17.0 million and $9.1 million, respectively, in transaction losses related to foreign currencies revaluation. For the year ended December 31, 2024, the Company recognized $0.6 million in transaction gain related to foreign currencies revaluation. In addition, the consolidated results include certain foreign subsidiaries that use functional currencies other than the U.S. dollar. Assets and liabilities of these foreign subsidiaries are translated to U.S. dollars at the prevailing exchange rates as of F-19
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Table of Contents Ares Management Corporation Notes to the Consolidated Financial Statements (Continued) (Dollars in Thousands, Except Share Data and As Otherwise Noted) the reporting date. Translation adjustments resulting from this process are recorded to currency translation adjustment in accumulated other comprehensive income. Income Taxes The Company elects to be taxed as a corporation and all earnings allocated to the Company are subject to U.S. corporate income taxes. A provision for corporate level income taxes imposed on unrealized gains and income items as well as taxes imposed on certain subsidiaries’ earnings is included in the consolidated tax provision. Also included in the consolidated tax provision are entity level income taxes incurred by certain Consolidated Funds. The portion of consolidated earnings not allocated to the Company flows through to owners of the AOG entities without being taxed at the corporate level. Income taxes are accounted for using the liability method of accounting. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of differences between the carrying amounts of assets and liabilities and their respective tax basis, using tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred assets and liabilities of a change in tax rates is recognized as income, in the period when the change is enacted. Deferred tax assets are reduced by a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current and deferred tax liabilities are reported on a net basis and the deferred tax assets, net is presented within other assets within the Consolidated Statements of Financial Condition. The Company analyzes its tax filing positions in all U.S. federal, state, local and foreign tax jurisdictions where it is required to file income tax returns for all open tax years in these jurisdictions. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by the taxing authorities based on the technical merits of the position. The tax benefit recognized in the financial statements for a particular tax position is based on the largest benefit that is more likely than not to be realized. The amount of unrecognized tax benefits is adjusted as appropriate for changes in facts and circumstances, such as significant amendments to existing tax law, new regulations or interpretations by the taxing authorities, new information obtained during a tax examination, or resolution of an examination. Tax laws are complex and subject to different interpretations by the taxpayer and respective governmental taxing authorities. Significant judgment is required in determining tax expense and in evaluating tax positions, including evaluating uncertainties under GAAP. The Company reviews its tax positions quarterly and adjusts its tax balances as new legislation is passed or new information becomes available. Earnings Per Share Basic earnings per share of Class A and non-voting common stock is computed by dividing income available to Class A and non- voting common stockholders by the weighted-average number shares of Class A and non-voting common stock outstanding during the period. Income available to Ares Management Corporation represents net income attributable to Class A and non-voting common stockholders after giving effect to the Series B mandatory convertible preferred stock dividends declared. Basic earnings per share of Class A and non-voting common stock is computed by using the two-class method. The two-class method is an earnings allocation method under which earnings per share is calculated for shares of Class A and non-voting common stock and participating securities considering both dividends declared (or accumulated) and participation rights in undistributed earnings as if all such earnings had been distributed during the period. Because the holders of unvested restricted units have the right to participate in dividends when declared, the unvested restricted units are considered participating securities to the extent they are expected to vest. Diluted earnings per share of Class A and non-voting common stock is computed by dividing income available to Class A and non- voting common stockholders by the weighted-average number of shares of Class A and non-voting common stock outstanding during the period, increased to include the number of additional shares of Class A common stock that would have been outstanding if the potentially dilutive securities had been issued. Potentially dilutive securities include unvested restricted units, Series B mandatory convertible preferred stock and AOG Units exchangeable for shares of Class A common stock. The effect of potentially dilutive securities is reflected in diluted earnings per share of Class A and non-voting common stock using the more dilutive result of the treasury stock and if-converted methods or the two-class method. The treasury stock method is used to determine potentially dilutive securities resulting from unvested restricted units granted under the Equity Incentive Plan. The if-converted method is used to determine the potentially dilutive effect resulting from the conversion of shares of the Series B mandatory convertible preferred stock to shares of Class A common stock as of the beginning of the period. F-20
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Table of Contents Ares Management Corporation Notes to the Consolidated Financial Statements (Continued) (Dollars in Thousands, Except Share Data and As Otherwise Noted) Comprehensive Income Comprehensive income consists of net income and foreign currency translation adjustments. Recent Accounting Pronouncements The Company considers the applicability and impact of all accounting standard updates (“ASU”) issued by the Financial Accounting Standards Board (“FASB”). ASUs not listed below were assessed and either determined to be not applicable or expected to have minimal impact on its consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures. ASU 2023-09 requires disclosure of disaggregated income taxes paid in both U.S. and foreign jurisdictions, prescribes standard categories for the components of the effective tax rate reconciliation and modifies other income tax-related disclosures. ASU 2023-09 is effective for the Company’s fiscal year ending December 31, 2025. Early adoption is permitted and the amendments in this update should be applied on a prospective basis, though retrospective adoption is permitted. Information presented within “Note 11. Income Taxes” reflects the impact from the prospective adoption of ASU 2023-09. In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. ASU 2024-03 requires disaggregated disclosure of certain expenses in the notes to the consolidated financial statements, including purchases of inventory, employee compensation, depreciation and intangible asset amortization. The amendments in this update also require disclosure of: (i) the expense captions from the Consolidated Statements of Operations that include each of the relevant expense categories; (ii) a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively; and (iii) total selling expenses and a definition of such expenses. ASU 2024-03 is effective for the Company’s fiscal year ending December 31, 2027. Early adoption is permitted and the amendments in this update may be applied on a prospective or retrospective basis. The Company is currently evaluating the impact of this guidance. In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40) Targeted Improvements to the Accounting for Internal-Use Software. ASU 2025-06 clarifies the threshold for capitalizing internal-use software costs to be based on when (i) management has authorized and committed to funding the software project and (ii) it is probable that the project will be completed and the software will be used to perform the function intended. ASU 2025-06 is effective for the Company’s fiscal year ending December 31, 2028. Early adoption is permitted and the amendments in this update may be applied on a prospective, retrospective or modified basis. The Company is currently evaluating the impact of this guidance. 3. BUSINESS COMBINATIONS Acquisition of GCP International On March 1, 2025, the Company completed the acquisition of the international business of GLP Capital Partners Limited and certain of its affiliates, excluding its operations in Greater China (“GCP International”), and existing capital commitments to certain managed funds (such acquisition of GCP International and the capital commitments, the “GCP Acquisition”). The GCP Acquisition adds complementary real estate and digital infrastructure investment capabilities and expands the Company’s geographic presence. The activities of GCP International are included within the Real Assets Group segment. The acquisition date fair value of the consideration transferred totaled $3.9 billion, which consisted of the following: Cash $ 1,793,557 Equity 1,657,881 Contingent consideration 465,080 Total $ 3,916,518 (1) 9.6 million shares of Class A common stock and 0.1 million AOG Units were issued in connection with the GCP Acquisition purchase consideration. (2) See “Note 9. Commitments and Contingencies” for a further description of the contingent consideration from the GCP Acquisition. (1) (2) F-21
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Table of Contents Ares Management Corporation Notes to the Consolidated Financial Statements (Continued) (Dollars in Thousands, Except Share Data and As Otherwise Noted) The following is a summary of the fair values of assets acquired and liabilities assumed for the GCP Acquisition as of March 1, 2025, based upon third party valuations of certain intangible assets. The purchase price allocation is preliminary and subject to change during the measurement period, which may be up to one year from the acquisition date, as additional information is obtained about the facts and circumstances that existed at close of the GCP Acquisition. The fair value of assets acquired and liabilities assumed are estimated to be: Cash $ 61,436 Other tangible assets 438,604 Intangible assets Management contracts 473,300 Client relationships 107,200 Finite-lived intangible assets 580,500 Indefinite-lived management contracts 749,600 Total intangible assets 1,330,100 Total identifiable assets acquired 1,830,140 Accounts payable, accrued expenses and other liabilities 198,943 Net identifiable assets acquired 1,631,197 Goodwill 2,285,321 Net assets acquired $ 3,916,518 Certain management contracts were determined to have indefinite useful lives at the time of the GCP Acquisition and are not subject to amortization. As of March 1, 2025, the remaining management contracts and client relationships had a weighted average amortization period of 5.8 years and 7.6 years, respectively. As of March 1, 2025, the carrying value of goodwill associated with GCP Acquisition was $2.3 billion, of which $1.1 billion is deductible for tax purposes. The goodwill is entirely allocated to the Real Assets Group segment and is attributable primarily to expected synergies and the assembled workforce of GCP International. In connection with the GCP Acquisition, various components of the agreed-upon purchase price are required to be accounted for as compensation because the payments were made to certain individuals that became employees of the Company following the GCP Acquisition. Because these components are required to be accounted for as compensation, the associated amounts have been excluded from purchase consideration. For the year ended December 31, 2025, $48.5 million of acquisition related compensation costs were expensed and recorded within compensation and benefits within the Consolidated Statements of Operations. Because the purchase price included components of cash and equity, the individuals that became employees of the Company also received a portion of their sales proceeds in the form of equity, which was recorded as equity compensation expense. For the year ended December 31, 2025, $110.0 million of equity compensation expense was recognized from the immediate vesting of 0.6 million restricted units, of which 0.2 million shares were withheld for taxes. Additionally, there were 2.3 million unvested equity awards and 0.2 million unvested AOG Unit awards related to these arrangements (collectively, the “Unvested GCP Equity Purchase Price”) as of March 1, 2025. In connection with the Unvested GCP Equity Purchase Price, equity compensation expense of $113.3 million was recognized during the year ended December 31, 2025. The total compensation expense expected to be recognized in all future periods associated with the Unvested GCP Equity Purchase Price is $277.0 million as of December 31, 2025 and is expected to be recognized over the remaining weighted average period of 2.8 years. The Company has incurred $68.7 million of acquisition related costs, of which $35.3 million was incurred during the year ended December 31, 2025. These acquisition related costs were expensed and reported within general, administrative and other expenses. The acquired business from the GCP Acquisition generated revenues and net income of $359.7 million and $114.7 million, respectively, are included in the Consolidated Statements of Operations before giving effect to corporate level taxes for the period from March 1, 2025 through December 31, 2025. The Company did not acquire all of the assets or assume all of the liabilities of the legacy business. GCP International represents an aggregation of various businesses and components of other businesses that operate in different jurisdictions, each that historically used a different basis of accounting. There are no historical financial statements that apply consistent management assumptions and use a consistent basis of accounting. Therefore, it is impracticable to provide pro forma information on revenues and earnings for the GCP Acquisition. F-22
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Table of Contents Ares Management Corporation Notes to the Consolidated Financial Statements (Continued) (Dollars in Thousands, Except Share Data and As Otherwise Noted) 4. GOODWILL AND INTANGIBLE ASSETS Intangible Assets, Net The following table summarizes the carrying value, net of accumulated amortization, of the Company’s intangible assets: Weighted Average AmortizationPeriod (in years) as of December 31,2025 As of December 31, 2025 2024 Management contracts 4.7 $ 1,023,893 $ 590,675 Client relationships 6.8 317,920 210,720 Other 0.0 — 500 Finite-lived intangible assets 1,341,813 801,895 Foreign currency translation 6,884 (789) Total finite-lived intangible assets 1,348,697 801,106 Less: accumulated amortization (550,267) (393,078) Finite-lived intangible assets, net 798,430 408,028 Management contracts 1,317,400 567,800 Indefinite-lived management contracts 1,317,400 567,800 Intangible assets, net $ 2,115,830 $ 975,828 During the year ended December 31, 2025, the Company recorded a non-cash impairment charge of $2.3 million to the fair value of management contracts of certain CLOs within the Credit Group. The primary indicator of impairment was the lower than expected future fee revenue resulting from the earlier than expected end to the useful lives of these CLOs. During the year ended December 31, 2024, the Company recorded a non-cash impairment charge of $8.9 million to the fair value of management contracts of certain funds within the Credit Group, Real Assets Group and Secondaries Group. The primary indicator of impairment was the lower than expected future fee revenue generated from these funds. During the year ended December 31, 2023, the Company recorded a non-cash impairment charge of $78.7 million primarily related to the value of client relationships from the acquisition of Landmark Partners, LLC (the “Landmark Acquisition”). The primary indicator of impairment was the lower than expected fee paying assets under management in a private equity secondaries fund from existing investors as of the date of the Landmark Acquisition. Amortization expense associated with intangible assets, excluding the accelerated amortization described above, was $193.4 million, $116.3 million and $126.0 million for the years ended December 31, 2025, 2024 and 2023, respectively, and has been presented within general, administrative and other expenses within in the Consolidated Statements of Operations. During the year ended December 31, 2025, the Company removed $40.6 million of fully-amortized cost basis of intangible assets. As of December 31, 2025, future annual amortization of finite-lived intangible assets for the years 2026 through 2030 and thereafter is estimated to be: Year Amortization 2026 $ 184,898 2027 174,251 2028 143,234 2029 112,952 2030 70,396 Thereafter 112,699 Total $ 798,430 F-23
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Table of Contents Ares Management Corporation Notes to the Consolidated Financial Statements (Continued) (Dollars in Thousands, Except Share Data and As Otherwise Noted) Goodwill The following table summarizes the carrying value of the Company’s goodwill: Credit Group Real Assets Group Secondaries Group Private EquityGroup Total Balance as of December 31, 2023 $ 256,679 $ 277,205 $ 417,630 $ 172,462 $ 1,123,976 Acquisitions — 35,091 — 4,605 39,696 Reallocation 55,658 — — (55,658) — Foreign currency translation (305) (727) (3) (1) (1,036) Balance as of December 31, 2024 312,032 311,569 417,627 121,408 1,162,636 Acquisitions — 2,285,242 — — 2,285,242 Foreign currency translation 1,798 4,418 13 — 6,229 Balance as of December 31, 2025 $ 313,830 $ 2,601,229 $ 417,640 $ 121,408 $ 3,454,107 In connection with the acquisition of the equity interests in Walton Street Capital Mexico S. de R.L. de C.V. and certain of its affiliates in the fourth quarter of 2024, the Company allocated $28.4 million of the purchase price to goodwill. In the first quarter of 2024, the Company changed its segment composition. The special opportunities strategy, historically part of the Private Equity Group, was renamed to opportunistic credit and integrated into the Credit Group. In connection with this segment reorganization, the Company had an associated change in its reporting units and reallocated goodwill of $55.7 million from the Private Equity Group to the Credit Group using a relative fair value allocation approach. There was no impairment of goodwill recorded during the years ended December 31, 2025 and 2024. The impact of foreign currency translation adjustments is reflected within the Consolidated Statements of Comprehensive Income. 5. INVESTMENTS The following table summarizes the Company’s investments: As of Percentage of total investments as of December 31, December 31, 2025 2024 2025 2024 Equity method investments Equity method - carried interest $ 3,972,748 $ 3,495,115 72.1% 75.2% Equity method private investment partnership interests - principal 526,372 536,912 9.6 11.6 Equity method private investment partnership interests and other (held at fair value) 675,777 411,417 12.3 8.9 Equity method private investment partnership interests and other 61,306 55,461 1.1 1.2 Total equity method investments 5,236,203 4,498,905 95.1 96.9 Collateralized loan obligations 13,217 19,040 0.2 0.4 Fixed income securities 11,252 22,793 0.2 0.5 Collateralized loan obligations and fixed income securities, at fair value 24,469 41,833 0.4 0.9 Common stock and other equity securities, at fair value 247,775 104,037 4.5 2.2 Total investments $ 5,508,447 $ 4,644,775 (1) Includes carried interest held at fair value of $118.1 million as of December 31, 2025. (1) F-24
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Table of Contents Ares Management Corporation Notes to the Consolidated Financial Statements (Continued) (Dollars in Thousands, Except Share Data and As Otherwise Noted) Equity Method Investments The Company’s equity method investments include investments that are not consolidated but over which the Company exerts significant influence. The Company evaluates each of its equity method investments to determine if any were significant as defined by guidance from the SEC. As of and for the years ended December 31, 2025, 2024 and 2023, no individual equity method investment held by the Company met the significance criteria. The following tables present summarized financial information for the Company’s equity method investments, which are primarily funds managed by the Company: As of and for the Year Ended December 31, 2025 Credit Group Real AssetsGroup SecondariesGroup Private EquityGroup Other Total Statement of Financial Condition Investments $ 29,976,380 $ 36,607,529 $ 8,018,942 $ 6,070,640 $ 95,963 $ 80,769,454 Total assets 34,026,287 38,857,374 8,216,784 6,170,635 98,950 87,370,030 Total liabilities 7,857,741 14,995,035 1,976,349 189,556 974 25,019,655 Total equity 26,168,546 23,862,339 6,240,435 5,981,079 97,976 62,350,375 Statement of Operations Interest and dividend income $ 2,619,911 $ 1,386,146 $ 1,385 $ 114,025 $ — $ 4,121,467 Expenses (879,571) (806,547) (195,787) (80,679) (3,354) (1,965,938) Net realized and unrealized gains (losses) from investments 327,980 787,161 533,124 680,687 (7,842) 2,321,110 Income tax expense (10,000) (26,417) — (752) — (37,169) Net income (loss) $ 2,058,320 $ 1,340,343 $ 338,722 $ 713,281 $ (11,196) $ 4,439,470 As of and for the Year Ended December 31, 2024 Credit Group Real AssetsGroup SecondariesGroup Private EquityGroup Other Total Statement of Financial Condition Investments $ 24,635,069 $ 19,966,560 $ 15,191,773 $ 5,906,807 $ 35,804 $ 65,736,013 Total assets 27,987,915 21,368,342 15,632,653 5,897,152 36,519 70,922,581 Total liabilities 6,403,988 7,535,764 4,304,893 151,502 100 18,396,247 Total equity 21,583,927 13,832,578 11,327,760 5,745,650 36,419 52,526,334 Statement of Operations Interest and dividend income $ 2,357,057 $ 1,018,717 $ 10,508 $ 196,756 $ — $ 3,583,038 Expenses (893,272) (564,678) (507,192) (67,667) (1,001) (2,033,810) Net realized and unrealized gains (losses) from investments 556,170 382,681 208,947 496,096 (417) 1,643,477 Income tax expense (5,884) (9,341) — (27,554) — (42,779) Net income (loss) $ 2,014,071 $ 827,379 $ (287,737) $ 597,631 $ (1,418) $ 3,149,926 As of and for the Year Ended December 31, 2023 Credit Group Real AssetsGroup SecondariesGroup Private EquityGroup Other Total Statement of Operations Interest and dividend income $ 2,584,262 $ 1,036,710 $ 1,960 $ 133,749 $ — $ 3,756,681 Expenses (862,257) (632,433) (482,478) (88,841) (1,658) (2,067,667) Net realized and unrealized gains (losses) from investments 525,776 (599,200) 373,064 322,165 (7,316) 614,489 Income tax benefit (expense) (28,334) (10,197) — 22,587 (19) (15,963) Net income (loss) $ 2,219,447 $ (205,120) $ (107,454) $ 389,660 $ (8,993) $ 2,287,540 F-25
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Table of Contents Ares Management Corporation Notes to the Consolidated Financial Statements (Continued) (Dollars in Thousands, Except Share Data and As Otherwise Noted) The following table presents the Company’s share of net investment income and net realized and unrealized gains (losses) from its equity method investments, which are included within principal investment income, net realized and unrealized gains on investments, and interest and dividend income within the Consolidated Statements of Operations: Year ended December 31, 2025 2024 2023 Total net investment income and net realized and unrealized gains (losses) related to equity methodinvestments $ 319,286 $ 52,350 $ 86,729 With respect to the Company’s equity method investments, the material assets are expected to generate either long term capital appreciation and/or interest and dividend income, the material liabilities are debt instruments collateralized by, or related to, the financing of the assets and net income is materially comprised of the changes in fair value of these net assets. Equity Method Investments Held at Fair Value The following table summarizes the changes in fair value of the Company’s equity method investments held at fair value, which are included within net realized and unrealized gains on investments within the Consolidated Statements of Operations: Year ended December 31, 2025 2024 2023 Equity method private investment partnership interests and other (held at fair value) $ 258,148 $ (4,762) $ 50,772 Investments of the Consolidated Funds The following table summarizes investments held in the Consolidated Funds: Fair Value as of Percentage of total investments as of December 31, December 31, 2025 2024 2025 2024 Fixed income investments Loans and securitization vehicles $ 5,507,199 $ 7,907,449 42.9% 62.1% U.S. treasury securities — 550,800 — 4.3 Bonds 280,911 418,069 2.2 3.3 Total fixed income investments 5,788,110 8,876,318 45.1 69.7 Partnership interests 3,791,056 2,000,380 29.6 15.7 Equity securities 3,265,720 1,861,146 25.4 14.6 Total investments, at fair value $ 12,844,886 $ 12,737,844 F-26
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Table of Contents Ares Management Corporation Notes to the Consolidated Financial Statements (Continued) (Dollars in Thousands, Except Share Data and As Otherwise Noted) 6. FAIR VALUE Fair Value of Financial Instruments Held by the Company and Consolidated Funds The following tables summarize the financial assets and financial liabilities measured at fair value for the Company and the Consolidated Funds as of December 31, 2025: Financial Instruments of the Company Level I Level II Level III Total Assets, at fair value Investments: Common stock, other equity securities and equity method investments$ 152,163 $ 95,612 $ 675,777 $ 923,552 Common stock and other equity securities - carried interest 68,250 — 49,813 118,063 Collateralized loan obligations and fixed income securities — — 24,469 24,469 Total investments, at fair value 220,413 95,612 750,059 1,066,084 Derivatives-foreign currency forward contracts — 18,230 — 18,230 Total assets, at fair value $ 220,413 $ 113,842 $ 750,059 $ 1,084,314 Liabilities, at fair value Derivatives-foreign currency forward contracts $ — $ (2,627) $ — $ (2,627) Contingent consideration — — (765,370) (765,370) Total liabilities, at fair value $ — $ (2,627) $ (765,370) $ (767,997) Financial Instruments of the Consolidated Funds Level I Level II Level III InvestmentsMeasured atNAV Total Assets, at fair value Investments: Fixed income investments: Loans and securitization vehicles $ — $ 4,873,684 $ 633,515 $ — $ 5,507,199 Bonds — 280,911 — — 280,911 Total fixed income investments — 5,154,595 633,515 — 5,788,110 Partnership interests — — — 3,791,056 3,791,056 Equity securities — 262,271 3,003,449 — 3,265,720 Total investments, at fair value — 5,416,866 3,636,964 3,791,056 12,844,886 Derivatives: Foreign currency forward contracts — 4,889 — — 4,889 Total derivative assets, at fair value — 4,889 — — 4,889 Total assets, at fair value $ — $ 5,421,755 $ 3,636,964 $ 3,791,056 $ 12,849,775 Liabilities, at fair value Loan obligations of CLOs $ — $ (7,359,072) $ — $ — $ (7,359,072) Derivatives: Foreign currency forward contracts — (4,842) — — (4,842) Asset swaps — — (114) — (114) Total derivative liabilities, at fair value — (4,842) (114) — (4,956) Total liabilities, at fair value $ — $ (7,363,914) $ (114) $ — $ (7,364,028) F-27
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Table of Contents Ares Management Corporation Notes to the Consolidated Financial Statements (Continued) (Dollars in Thousands, Except Share Data and As Otherwise Noted) The following tables summarize the financial assets and financial liabilities measured at fair value for the Company and the Consolidated Funds as of December 31, 2024: Financial Instruments of the Company Level I Level II Level III InvestmentsMeasured atNAV Total Assets, at fair value Cash equivalents: Money market funds $ 1,071,071 $ — $ — $ — $ 1,071,071 Investments: Common stock and other equity securities — 104,037 411,179 — 515,216 Collateralized loan obligations and fixed income securities— — 41,833 — 41,833 Partnership interests — — — 238 238 Total investments, at fair value — 104,037 453,012 238 557,287 Derivatives-foreign currency forward contracts — 3,737 — — 3,737 Total assets, at fair value $ 1,071,071 $ 107,774 $ 453,012 $ 238 $ 1,632,095 Liabilities, at fair value Derivatives-foreign currency forward contracts $ — $ (216) $ — $ — $ (216) Contingent consideration — — (17,550) — (17,550) Total liabilities, at fair value $ — $ (216) $ (17,550) $ — $ (17,766) Financial Instruments of the Consolidated Funds Level I Level II Level III InvestmentsMeasured atNAV Total Assets, at fair value Investments: Fixed income investments: Loans and securitization vehicles $ — $ 7,313,632 $ 593,817 $ — $ 7,907,449 U.S. treasury securities 550,800 — — — 550,800 Bonds — 418,069 — — 418,069 Total fixed income investments 550,800 7,731,701 593,817 — 8,876,318 Partnership interests — — — 2,000,380 2,000,380 Equity securities 28,603 2,615 1,829,928 — 1,861,146 Total investments, at fair value 579,403 7,734,316 2,423,745 2,000,380 12,737,844 Derivatives-foreign currency forward contracts — 2,995 — — 2,995 Total assets, at fair value $ 579,403 $ 7,737,311 $ 2,423,745 $ 2,000,380 $ 12,740,839 Liabilities, at fair value Loan obligations of CLOs $ — $ (9,672,189) $ — $ — $ (9,672,189) Derivatives: Foreign currency forward contracts — (2,888) — — (2,888) Asset swaps — — (1,846) — (1,846) Total derivative liabilities, at fair value — (2,888) (1,846) — (4,734) Total liabilities, at fair value $ — $ (9,675,077) $ (1,846) $ — $ (9,676,923) F-28
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Table of Contents Ares Management Corporation Notes to the Consolidated Financial Statements (Continued) (Dollars in Thousands, Except Share Data and As Otherwise Noted) The following tables set forth a summary of changes in the fair value of the Level III measurements: Level III Assets and Liabilities of the Company EquitySecurities FixedIncome ContingentConsideration Total Balance as of December 31, 2024 $ 411,179 $ 41,833 $ (17,550) $ 435,462 Established in connection with acquisition (see Note 9) — — (465,080) (465,080) Transfer in 27,162 11,492 — 38,654 Transfer out (10,000) (28,271) — (38,271) Purchases 10,646 219,846 — 230,492 Sales/settlements (1,348) (219,961) 18,380 (202,929) Change in fair value — — (301,120) (301,120) Realized and unrealized appreciation (depreciation), net 287,951 (470) — 287,481 Balance as of December 31, 2025 $ 725,590 $ 24,469 $ (765,370) $ (15,311) Change in net unrealized appreciation/depreciation and fair value includedin earnings related to financial assets and liabilities still held at thereporting date $ 287,952 $ 1,036 $ (301,120) $ (12,132) Level III Net Assets of Consolidated Funds EquitySecurities FixedIncome Derivatives, Net Total Balance as of December 31, 2024 $ 1,829,927 $ 593,817 $ (1,846) $ 2,421,898 Transfer in 268,897 305,265 — 574,162 Transfer out (819) (387,091) — (387,910) Purchases 780,989 1,203,376 124 1,984,489 Sales/settlements (61,117) (1,087,510) — (1,148,627) Realized and unrealized appreciation, net 185,572 5,658 1,608 192,838 Balance as of December 31, 2025 $ 3,003,449 $ 633,515 $ (114) $ 3,636,850 Change in net unrealized appreciation/depreciation included in earningsrelated to financial assets and liabilities still held at the reporting date $ 185,739 $ (1,535) $ 1,587 $ 185,791 (1) Transfers in and out include changes in the observability of inputs used in valuations and changes due to the consolidation and deconsolidation of funds. (2) Purchases include paid-in-kind interest and securities received in connection with restructurings. (3) Sales/settlements include distributions, principal redemptions, securities disposed of in connection with restructurings and contingent consideration payments. Level III Assets and Liabilities of the Company Equity Securities Fixed Income ContingentConsideration Total Balance as of December 31, 2023 $ 412,491 $ 126,294 $ — $ 538,785 Established in connection with acquisition — — (17,550) (17,550) Transfer in — 39,636 — 39,636 Transfer out (872) — — (872) Purchases 1,453 436,649 — 438,102 Sales/settlements (2,382) (561,492) — (563,874) Realized and unrealized appreciation, net 489 746 — 1,235 Balance as of December 31, 2024 $ 411,179 $ 41,833 $ (17,550) $ 435,462 Change in net unrealized appreciation/depreciation included in earningsrelated to financial assets still held at the reporting date $ (904) $ 2,172 $ — $ 1,268 (1) (1) (2) (3) (1) (1) (2) (3) (1) (1) (2) (3) F-29
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Table of Contents Ares Management Corporation Notes to the Consolidated Financial Statements (Continued) (Dollars in Thousands, Except Share Data and As Otherwise Noted) Level III Net Assets of Consolidated Funds EquitySecurities Fixed IncomeDerivatives, Net Total Balance as of December 31, 2023 $ 1,190,400 $ 740,113 $ (1,291) $ 1,929,222 Transfer in — 87,505 — 87,505 Transfer out (1,017) (154,961) — (155,978) Purchases 518,369 877,311 130 1,395,810 Sales/settlements (114) (960,839) — (960,953) Realized and unrealized appreciation (depreciation), net 122,289 4,688 (685) 126,292 Balance as of December 31, 2024 $ 1,829,927 $ 593,817 $ (1,846) $ 2,421,898 Change in net unrealized appreciation/depreciation included in earningsrelated to financial assets and liabilities still held at the reporting date $ 123,659 $ 2,237 $ (744) $ 125,152 (1) Transfers in and out include changes in the observability of inputs used in valuations and changes due to the consolidation and deconsolidation of funds. (2) Purchases include paid-in-kind interest and securities received in connection with restructurings. (3) Sales/settlements include distributions, principal redemptions and securities disposed of in connection with restructurings. Transfers out of Level III were generally attributable to certain investments that experienced a more significant level of market activity during the period and thus were valued using observable inputs either from independent pricing services or multiple brokers. Transfers into Level III were generally attributable to certain investments that experienced a less significant level of market activity during the period and thus were only able to obtain one or fewer quotes from a broker or independent pricing service. (1) (1) (2) (3) F-30
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Table of Contents Ares Management Corporation Notes to the Consolidated Financial Statements (Continued) (Dollars in Thousands, Except Share Data and As Otherwise Noted) The following tables summarize the quantitative inputs and assumptions used for the Company’s and the Consolidated Funds’ Level III measurements as of December 31, 2025: Level III Measurements of theCompany Fair Value Valuation Technique(s) Significant UnobservableInput(s) Range Weighted Average Assets Equity securities $ 307,942 Transaction price N/A N/A N/A 100,000 Market yield analysis Market interest rate 8.0% 8.0% 84,737 Market approach Multiple of book value 0.6x - 1.5x 1.2x 81,905 Option pricing model Volatility 50.0% 50.0% 58,060 Monte Carlo simulation Volatility 52.5% 52.5% 59,136 Discounted cash flow Discount rate 11.0% - 17.0% 14.0% 33,810 Market approach EBITDA multiple 11.0x - 13.0x 11.8x Fixed income investments 13,217 Broker quotes and/or third-partypricing services N/A N/A N/A 11,252 Market yield analysis Market interest rate 16.5% 16.5% Total assets $ 750,059 Liabilities Contingent consideration $ (765,370) Monte Carlo simulation Discount rate 5.8% - 6.6% 5.8% Volatility 10.0% - 11.1% 10.0% Total liabilities $ (765,370) Level III Measurements of theConsolidated Funds Fair Value Valuation Technique(s) SignificantUnobservable Input(s) Range Weighted Average Assets Equity securities $ 1,295,564 Discounted cash flow Discount rate 9.0% - 20.0% 11.0% 1,078,401 Market approach Multiple of book value 1.0x - 1.7x 1.3x 350,000 Transaction price N/A N/A N/A 278,992 Market approach EBITDA multiple 5.4x - 33.0x 13.9x 492 Market approach Yield 10.5% - 14.0% 9.1% Fixed income investments 370,588 Market approach Yield 6.1% - 14.0% 9.2% 232,261 Broker quotes and/or third-partypricing services N/A N/A N/A 29,484 Transaction price N/A N/A N/A 1,182 Discounted cash flow Discount rate 12.2% - 20.0% 12.3% Total assets $ 3,636,964 Liabilities Derivative instruments $ (114) Broker quotes and/or third-partypricing services N/A N/A N/A Total liabilities $ (114) (1) Transaction price consists of securities purchased or restructured. The Company determined that there was no change to the valuation based on the underlying assumptions used at the closing of such transactions. (2) “EBITDA” in the table above is a non-GAAP financial measure and refers to earnings before interest, tax, depreciation and amortization. (1) (2) (1) (2) (1) F-31
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Table of Contents Ares Management Corporation Notes to the Consolidated Financial Statements (Continued) (Dollars in Thousands, Except Share Data and As Otherwise Noted) The following tables summarize the quantitative inputs and assumptions used for the Company’s and the Consolidated Funds’ Level III measurements as of December 31, 2024: Level III Measurements of theCompany Fair Value Valuation Technique(s) Significant UnobservableInput(s) Range Weighted Average Assets Equity securities $ 168,387 Transaction price N/A N/A N/A 100,000 Market approach Yield 8.0% 8.0% 57,659 Market approach Multiple of book value 1.0x - 1.1x 1.0x Discounted cash flow Discount rate 10.0% - 14.0% 12.0% 56,918 Market approach Multiple of book value 1.2x - 1.7x 1.4x 19,205 Option pricing model Volatility 35.0% 35.0% 8,489 Market approach Earnings multiple 15.4x 15.4x 521 Discounted cash flow Discount rate 18.5% - 21.5% 20.0% Fixed income investments 22,283 Transaction price N/A N/A N/A 19,040 Broker quotes and/or third-partypricing services N/A N/A N/A 510 Other N/A N/A N/A Total assets $ 453,012 Liabilities Contingent consideration $ (17,550) Monte Carlo simulation Discount rate 6.6% - 6.9% 6.8% Volatility 11.1% 11.1% Total liabilities $ (17,550) Level III Measurements of theConsolidated Funds Fair Value Valuation Technique(s) SignificantUnobservable Input(s) Range Weighted Average Assets Equity securities $ 985,109 Discounted cash flow Discount rate 10.0% - 20.0% 13.0% 835,432 Market approach Multiple of book value 1.0x - 1.7x 1.4x 8,598 Market approach EBITDA multiple 5.6x - 34.6x 10.7x 789 Other N/A N/A N/A Fixed income investments 308,675 Broker quotes and/or third-partypricing services N/A N/A N/A 284,950 Market approach Yield 7.4% - 28.6% 9.9% 192 Other N/A N/A N/A Total assets $ 2,423,745 Liabilities Derivative instruments $ (1,846) Broker quotes and/or third-partypricing services N/A N/A N/A Total liabilities $ (1,846) (1) Transaction price consists of securities purchased or restructured. The Company determined that there has been no change to the valuation based on the underlying assumptions used at the closing of such transactions. (2) “EBITDA” in the table above is a non-GAAP financial measure and refers to earnings before interest, tax, depreciation and amortization. The Consolidated Funds have limited partnership interests in private equity funds managed by the Company that are valued using NAV per share. The terms and conditions of these funds do not allow for redemptions without certain events or approvals that are outside the Company’s control. (1) (1) (2) F-32
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Table of Contents Ares Management Corporation Notes to the Consolidated Financial Statements (Continued) (Dollars in Thousands, Except Share Data and As Otherwise Noted) The following table summarizes the investments held at fair value and unfunded commitments of the Consolidated Funds interests valued using NAV per share: As of December 31, 2025 2024 Investments (held at fair value) $ 3,791,056 $ 2,000,380 Unfunded commitments 3,658,819 932,473 7. DEBT The following table summarizes the Company’s and its subsidiaries’ debt obligations: As of December 31, 2025 2024 OriginalBorrowingAmount Carrying Value Fair Value Interest Rate Carrying Value Interest Rate Credit Facility N/A $ 1,380,000 $ 1,380,000 4.86 % $ — — % Senior notes due 11/10/2028 500,000 496,785 529,140 6.42 495,677 6.42 Senior notes due 6/15/2030 400,000 397,954 379,280 3.28 397,501 3.28 Senior notes due 2/1/2052 500,000 485,011 348,840 3.77 484,601 3.77 Senior notes due 10/11/2054 750,000 736,355 709,073 5.65 736,010 5.65 Subordinated notes due 6/30/2051 450,000 445,310 443,943 4.13 445,125 4.13 Total debt obligations $ 3,941,415 $ 3,790,276 $ 2,558,914 (1) The senior notes and subordinated notes would be classified as Level II within the fair value hierarchy and fair value is based on quoted prices in inactive markets. (2) In April 2025, the Company amended its Credit Facility to, among other things: (i) extend the maturity from March 31, 2029 to April 22, 2030; (ii) increase commitments from $1.400 billion, with an accordion feature of $600.0 million, to $1.840 billion with an accordion feature of $660.0 million; and (iii) provide a sub-limit for the issuance of swingline loans up to an aggregate amount of $75.0 million (with the amount available for borrowing under the Credit Facility amendment being reduced by any swingline loans issued). The Credit Facility has a variable interest rate based on Secured Overnight Financing Rate (“SOFR”) or a base rate plus an applicable margin, with an unused commitment fee paid quarterly, which is subject to change with the Company’s underlying credit agency rating. As of December 31, 2025, base rate loans bear interest calculated based on the prime rate and the SOFR loans bear interest calculated based on SOFR plus 1.00%. The unused commitment fee is 0.09% per annum. The Credit Facility has a base rate and SOFR floor of zero. (3) The senior notes were issued by the Company at 99.80% of the face amount with interest paid semi-annually. The Company may redeem the senior notes prior to maturity, subject to the terms of the indenture governing the senior notes. (4) The senior notes were issued by Ares Finance Co. II LLC, an indirect subsidiary of the Company, at 99.77% of the face amount with interest paid semi-annually. The Company may redeem the senior notes prior to maturity, subject to the terms of the indenture governing the senior notes. (5) The senior notes were issued by Ares Finance Co. IV LLC, an indirect subsidiary of the Company, at 97.78% of the face amount with interest paid semi-annually. The Company may redeem the senior notes prior to maturity, subject to the terms of the indenture governing the senior notes. (6) The senior notes were issued by the Company at 99.24% of the face amount with interest paid semi-annually. The Company may redeem the senior notes prior to maturity, subject to the terms of the indenture governing the senior notes. (7) The subordinated notes were issued by Ares Finance Co. III LLC, an indirect subsidiary of the Company with interest paid semi-annually at a fixed rate of 4.125%. Beginning June 30, 2026, the interest rate will reset on every fifth year based on the five-year U.S. Treasury Rate plus 3.237%. The Company may redeem the subordinated notes prior to maturity or defer interest payments up to five consecutive years, subject to the terms of the indenture governing the subordinated notes. As of December 31, 2025, the Company and its subsidiaries were in compliance with all covenants under the debt obligations. The Company typically incurs and pays debt issuance costs when entering into a new debt obligation or when amending an existing debt agreement. Debt issuance costs related to the various senior notes (the “Senior Notes”) and the subordinated notes (the “Subordinated Notes”) are recorded as a reduction of the corresponding debt obligation, and debt issuance costs related to the Credit Facility are included within other assets within the Consolidated Statements of Financial Condition. All debt issuance costs are amortized over the remaining term of the related obligation into interest expense within the Consolidated Statements of Operations. (1) (2) (3) (4) (5) (6) (7) F-33
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Table of Contents Ares Management Corporation Notes to the Consolidated Financial Statements (Continued) (Dollars in Thousands, Except Share Data and As Otherwise Noted) The following table presents the activity of the Company’s debt issuance costs: Credit Facility Senior Notes SubordinatedNotes Unamortized debt issuance costs as of December 31, 2023 $ 4,213 $ 11,784 $ 5,059 Debt issuance costs incurred 1,832 8,662 — Amortization of debt issuance costs (1,187) (1,721) (184) Unamortized debt issuance costs as of December 31, 2024 4,858 18,725 4,875 Debt issuance costs incurred 2,181 11 — Amortization of debt issuance costs (1,279) (1,745) (184) Unamortized debt issuance costs as of December 31, 2025 $ 5,760 $ 16,991 $ 4,691 Loan Obligations of the Consolidated CLOs Loan obligations of the Consolidated Funds that are CLOs and other financing obligations (“Consolidated CLOs”) represent amounts due to holders of debt securities issued by the Consolidated CLOs. The Company measures the loan obligations of the Consolidated CLOs using the fair value of the financial assets of its Consolidated CLOs. The following loan obligations were outstanding and classified as liabilities of the Consolidated CLOs: As of December 31, 2025 2024 Fair Value ofLoanObligations Weighted Average Interest Rate Weighted Average RemainingMaturity (in years) Fair Value ofLoanObligations Weighted Average Interest Rate WeightedAverageRemainingMaturity (in years) Senior secured notes $ 6,561,286 5.19% 9.0 $ 8,937,972 6.08% 8.0 Subordinated notes 797,786 N/A 10.4 734,217 N/A 5.6 Total loan obligations of Consolidated CLOs $ 7,359,072 $ 9,672,189 (1) The notes do not have contractual interest rates; instead, holders of the notes receive a variable rate of interest amounting to the excess cash flows generated by each Consolidated CLO. Loan obligations of the Consolidated CLOs are collateralized by the assets held by the Consolidated CLOs, consisting of cash and cash equivalents, corporate loans and corporate bonds, among other securities and financial interests. The assets of one Consolidated CLO may not be used to satisfy the liabilities of another Consolidated CLO. Loan obligations of the Consolidated CLOs include floating rate notes, deferrable floating rate notes, revolving lines of credit and subordinated notes. Amounts borrowed under the notes are repaid based on available cash flows subject to priority of payments under each Consolidated CLO’s governing documents. Based on the terms of these facilities, the creditors of the facilities have no recourse to the Company. Credit Facilities of the Consolidated Funds Certain Consolidated Funds maintain credit facilities to fund investments between capital drawdowns. These facilities generally are collateralized by the net assets of the Consolidated Funds or the unfunded capital commitments of the Consolidated Funds’ limited partners, bear an annual commitment fee based on unfunded commitments and contain various affirmative and negative covenants and reporting obligations, including restrictions on additional indebtedness, liens, margin stock, affiliate transactions, dividends and distributions, release of capital commitments and portfolio asset dispositions. The creditors of these facilities only have recourse to the Company to the extent the debt is guaranteed by the Company. As of December 31, 2025 and 2024, the Consolidated Funds were in compliance with all covenants under such credit facilities. (1) F-34
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Table of Contents Ares Management Corporation Notes to the Consolidated Financial Statements (Continued) (Dollars in Thousands, Except Share Data and As Otherwise Noted) The Consolidated Funds had the following credit facilities outstanding: As of December 31, 2025 2024 Total Capacity OutstandingLoan Fair Value Weighted Average Interest Rate WeightedAverageRemainingMaturity (in years) Total Capacity OutstandingLoan Weighted Average Interest Rate Credit Facilities $ 4,878,724 $ 2,251,780 $ 2,251,780 5.95% 3.4 $ 554,000 $ 275,000 7.52% (1) The credit facilities have varying maturities and bear interest at spreads to market rates or at stated fixed rates. The fair values of floating-rate borrowings approximate the carrying value as the interest rate on the borrowings is a floating rate. The fair values of fixed-rate borrowings approximate the carrying value as the facility arrangements were recently entered into. These liabilities would be classified within Level II of the fair value hierarchy. 8. OTHER ASSETS The components of other assets were as follows: As of December 31, 2025 2024 Other assets of the Company Accounts and interest receivable $ 188,139 $ 169,007 Fixed assets, net 227,826 177,671 Deferred tax assets, net 352,291 241,894 Other assets 263,882 186,082 Total other assets of the Company $ 1,032,138 $ 774,654 Other assets of Consolidated Funds Dividends and interest receivable $ 32,228 $ 70,657 Income tax and other receivables 31,738 11,740 Total other assets of Consolidated Funds $ 63,966 $ 82,397 Fixed Assets, Net The components of fixed assets were as follows: As of December 31, 2025 2024 Office and computer equipment $ 81,867 $ 62,920 Internal-use software 35,023 29,119 Leasehold improvements 227,178 166,250 Fixed assets, at cost 344,068 258,289 Less: accumulated depreciation (116,242) (80,618) Fixed assets, net $ 227,826 $ 177,671 For the years ended December 31, 2025, 2024 and 2023, depreciation expense was $45.2 million, $32.2 million and $31.4 million, respectively, and is included within general, administrative and other expenses within the Consolidated Statements of Operations. During the year ended December 31, 2025, the Company disposed of $8.7 million of fixed assets. 9. COMMITMENTS AND CONTINGENCIES Indemnification Arrangements Consistent with standard business practices in the normal course of business, the Company enters into contracts that contain indemnities for affiliates of the Company, persons acting on behalf of the Company or such affiliates and third parties. The terms of the indemnities vary from contract to contract and the Company’s maximum exposure under these arrangements cannot be determined and has not been recorded within the Consolidated Statements of Financial Condition. As of (1) F-35
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Table of Contents Ares Management Corporation Notes to the Consolidated Financial Statements (Continued) (Dollars in Thousands, Except Share Data and As Otherwise Noted) December 31, 2025, the Company has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote. Commitments As of December 31, 2025 and 2024, the Company had aggregate unfunded commitments to invest in funds it manages or to support certain strategic initiatives of $1,172.9 million and $1,451.4 million, respectively. Guarantees As of December 31, 2025 and 2024, the Company’s maximum exposure to losses from guarantees was $7.1 million and $1.1 million, respectively. The guarantee agreements that the Company enters into with financial institutions are primarily to guarantee credit facilities held by certain funds. In the ordinary course of business, the guarantee of credit facilities held by funds may indicate control and result in consolidation of the fund. Contingent Earnout Arrangements GCP International In connection with the GCP Acquisition during the first quarter of 2025, the Company established two arrangements with the sellers and with certain of its professionals that became employees of the Company, including (i) an earnout arrangement related to the data center business (“DC Earnout”) based on the achievement of revenue targets of certain digital infrastructure funds; and (ii) an earnout arrangement related to the Japan business (“Japan Earnout”) based on the achievement of fundraising targets of certain Japanese real estate funds. The DC Earnout and Japan Earnout represent contingent liabilities not to exceed $1.0 billion and $0.5 billion, respectively. The portion of the DC Earnout and Japan Earnout attributable to the sellers represents a component of purchase consideration that will be accounted for as contingent consideration. As of March 1, 2025, the fair value of these contingent liabilities was $465.1 million and was recorded within accounts payable, accrued expenses and other liabilities within the Consolidated Statements of Financial Condition. The contingent liabilities are subject to change over the measurement periods, which will end no later than June 30, 2028. For the year ended December 31, 2025, the change in fair value from the acquisition date of $298.0 million is presented within other income (expense), net within the Consolidated Statements of Operations. The Company expects to settle the contingent liabilities at the Company’s discretion with no less than 15.0% cash and the remaining balance in equity. As of December 31, 2025, the fair value of the contingent liabilities was $763.0 million. The portion of the DC Earnout and Japan Earnout attributable to the professionals that became employees of the Company requires continued service through the measurement periods. The Company expects to settle the contingent liabilities at the Company’s discretion with no less than 15.0% cash and the remaining balance in equity awards. The DC Earnout and Japan Earnout are remeasured each period with incremental changes in fair value for the cash and equity components of these liabilities recognized within compensation and benefits expense within the Consolidated Statements of Operations. Following the measurement period end dates, the cash components will be paid and the equity awards will be granted at fair value for the balance of the liability. As of December 31, 2025, the fair value of the contingent liabilities was $327.0 million. Compensation expense of $70.1 million for the year ended December 31, 2025 was recorded within compensation and benefits within the Consolidated Statements of Operations with an equal offset presented within accrued compensation within the Consolidated Statements of Financial Condition. The unpaid liabilities at the respective measurement period end dates will be reclassified from liability to additional paid-in-capital. Any compensation expense associated with the DC Earnout and Japan Earnout that was not previously recorded through the final measurement period end date will be recognized as equity-based compensation expense over the remaining service periods ranging from three to six years, measured from the GCP Acquisition close date. F-36
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Table of Contents Ares Management Corporation Notes to the Consolidated Financial Statements (Continued) (Dollars in Thousands, Except Share Data and As Otherwise Noted) Other Arrangements The Company also entered into various other contingent earnout arrangements in connection with acquisitions. The revenue target was achieved for one of the earnouts and the associated liability was settled during the year ended December 31, 2025. The fair value of the contingent liability related to this earnout was $31.1 million and the associated liability for this portion of the award was settled with a $26.0 million cash payment during the year ended December 31, 2025 and the remaining amount equity-settled was reclassified to additional paid-in-capital. For the portion of the earnout attributable to employees, compensation expense of $8.0 million and $0.6 million for the years ended December 31, 2025 and 2024, respectively, is presented within compensation and benefits within the Consolidated Statements of Operations. For the portion of the earnout classified as contingent consideration, change in fair value of $2.9 million was recorded for the year ended December 31, 2025 and is presented within other income (expense), net within the Consolidated Statements of Operations. The maximum exposure for the remaining contingent earnout arrangements was $175.0 million and $115.0 million as of December 31, 2025 and 2024, respectively. As of December 31, 2025 and 2024, the fair value of these contingent liabilities attributable to employees was $24.2 million and $88.9 million, respectively, of which $7.8 million and $29.3 million, respectively, has been recorded within accrued compensation within the Consolidated Statements of Financial Condition. Compensation expense of $(21.5) million, $21.5 million and $6.5 million for the years ended December 31, 2025, 2024 and 2023, respectively, is presented within compensation and benefits within the Consolidated Statements of Operations. In connection with anticipated fundraising for a future APAC private equity fund, the Company determined the revenue targets associated with this earnout arrangement are not expected to be achieved. As a result, the Company reversed $25.0 million of previously recognized compensation expense associated with this arrangement during the year ended December 31, 2025. The remaining portions of these contingent earnout arrangements were classified as contingent consideration. As of December 31, 2025 and 2024, the fair value of these contingent liabilities was $2.3 million and $2.1 million, respectively, and has been recorded within accounts payable, accrued expenses and other liabilities within the Consolidated Statements of Financial Condition. For the year ended December 31, 2025, change in fair value of $0.2 million is presented within other income (expense), net within the Consolidated Statements of Operations. Carried Interest Carried interest is affected by changes in the fair values of the underlying investments in the funds that are advised by the Company. Valuations, on an unrealized basis, can be significantly affected by a variety of external factors including, but not limited to, public equity market volatility, industry trading multiples and interest rates. Generally, if at the termination of a fund (and increasingly at interim points in the life of a fund), the fund has not achieved investment returns that exceed the preferred return threshold or the general partner has received net profits over the life of the fund in excess of its allocable share under the applicable partnership agreement, the Company will be obligated to repay carried interest that was received by the Company in excess of the amounts to which the Company is entitled. This contingent obligation is normally reduced by income taxes paid by the Company related to its carried interest. Senior professionals of the Company who have received carried interest distributions are responsible for funding their proportionate share of any contingent repayment obligations. However, the governing agreements of certain of the Company’s funds provide that if a current or former professional does not fund his or her respective share for such fund, then the Company may have to fund additional amounts beyond what was received in carried interest, although the Company will generally retain the right to pursue any remedies under such governing agreements against those carried interest recipients who fail to fund their obligations. Additionally, at the end of the life of the funds there could be a payment due to a fund by the Company if the Company has received more carried interest than was ultimately earned. The general partner obligation amount, if any, will depend on final realized values of investments at the end of the life of the fund. As of December 31, 2025 and 2024, if the Company assumed all existing investments were worthless, the amount of carried interest subject to potential repayment, net of tax distributions, which may differ from the recognition of revenue, would have been $125.6 million and $59.6 million, respectively, of which $99.8 million and $39.5 million, respectively, is reimbursable to the Company by certain professionals who are the recipients of such carried interest. Management believes the possibility of all of the investments becoming worthless is remote. As of December 31, 2025 and 2024, if the funds were liquidated at their fair values, there would be no material contingent repayment obligation or liability. F-37
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Table of Contents Ares Management Corporation Notes to the Consolidated Financial Statements (Continued) (Dollars in Thousands, Except Share Data and As Otherwise Noted) Litigation From time to time, the Company is named as a defendant in legal actions relating to transactions and other matters conducted in the ordinary course of business. Although there can be no assurance of the outcome of such legal actions, in the opinion of management, the Company does not have a potential liability related to any current legal proceeding or claim that would individually or in the aggregate materially affect its results of operations, financial condition or cash flows. Leases The Company’s leases primarily consists of operating leases for office space and certain office equipment. The Company’s leases have remaining lease terms up to 18 years. The tables below present certain supplemental quantitative disclosures regarding the Company’s operating leases: Maturity of operating lease liabilities As of December 31, 2025 2026 $ 72,615 2027 69,712 2028 79,756 2029 74,020 2030 72,381 Thereafter 645,496 Total future payments 1,013,980 Less: interest 343,981 Total operating lease liabilities $ 669,999 Year ended December 31, Classification within general, administrative and other expenses 2025 2024 2023 Operating lease expense $ 88,617 $ 66,812 $ 49,531 Year ended December 31, Supplemental information on the measurement of operating lease liabilities 2025 2024 2023 Operating cash flows for operating leases $ 68,039 $ 55,439 $ 45,103 Leased assets obtained in exchange for new operating lease liabilities 53,574 308,377 168,876 As of December 31, Lease term and discount rate 2025 2024 Weighted-average remaining lease terms (in years) 12.9 14.1 Weighted-average discount rate 5.8% 5.8% F-38
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Table of Contents Ares Management Corporation Notes to the Consolidated Financial Statements (Continued) (Dollars in Thousands, Except Share Data and As Otherwise Noted) 10. RELATED PARTY TRANSACTIONS Substantially all of the Company’s revenue is earned from its affiliates. The related accounts receivable are included within due from affiliates within the Consolidated Statements of Financial Condition, except that accrued carried interest, which is predominantly due from affiliated funds, is presented separately within investments within the Consolidated Statements of Financial Condition. The Company has investment management agreements with the Ares Funds that it manages. In accordance with these agreements, these Ares Funds may bear certain operating costs and expenses which are initially paid by the Company and subsequently reimbursed by the Ares Funds. Employees and other related parties may be permitted to participate in co-investment vehicles that generally invest in Ares Funds alongside fund investors. Participation is limited by law to individuals who qualify under applicable securities laws. These co-investment vehicles generally do not require these individuals to pay management fees, carried interest or incentive fees. Carried interest and incentive fees from the funds can be distributed to professionals or their related entities on a current basis, subject, in the case of carried interest programs, to repayment by the subsidiary of the Company that acts as general partner of the relevant fund in the event that certain specified return thresholds are not ultimately achieved. The professionals have personally guaranteed, subject to certain limitations, the obligations of these subsidiaries in respect of this general partner obligation. Such guarantees are several, and not joint, and are limited to distributions received by the relevant recipient. The Company considers its professionals and non-consolidated funds to be affiliates. Amounts due from and to affiliates were composed of the following: As of December 31, 2025 2024 Due from affiliates Management fees receivable from non-consolidated funds $ 817,767 $ 636,835 Incentive fee receivable from non-consolidated funds 150,674 172,235 Payments made on behalf of and amounts due from non-consolidated funds and employees 451,777 247,538 Due from affiliates—Company $ 1,420,218 $ 1,056,608 Due to affiliates Management fee received in advance and rebates payable to non-consolidated funds $ 10,197 $ 5,767 Tax receivable agreement liability 579,893 402,359 Realized carried interest and incentive fees payable 206,270 78,692 Payments made by non-consolidated funds on behalf of and payable by the Company 14,049 13,662 Due to affiliates—Company $ 810,409 $ 500,480 Due from and Due to Ares Funds and Portfolio Companies In the normal course of business, the Company pays certain expenses on behalf of Consolidated Funds and non-consolidated funds for which it is reimbursed. Conversely, Consolidated Funds and non-consolidated funds may pay certain expenses that are reimbursed by the Company. Certain expenses initially paid by the Company, primarily professional services, travel and other costs associated with particular portfolio company holdings, are subject to reimbursement by the portfolio companies. F-39
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Table of Contents Ares Management Corporation Notes to the Consolidated Financial Statements (Continued) (Dollars in Thousands, Except Share Data and As Otherwise Noted) 11. INCOME TAXES The Company’s effective income tax rate is dependent on many factors, including the estimated nature and amounts of income and expenses allocated to the non-controlling interests without being subject to federal, state and local income taxes at the corporate level. Additionally, the Company’s effective tax rate is influenced by the amount of income tax provision recorded for any affiliated funds and co- investment vehicles that are consolidated in the Company’s consolidated financial statements. The Company files its tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by U.S. federal, state, local and foreign tax authorities. With limited exceptions, the Company is no longer subject to income tax audits by taxing authorities for any years prior to 2021. Although the outcome of tax audits is always uncertain, the Company does not believe the outcome of any future audit will have a material adverse effect on the Company’s consolidated financial statements. The provision for income taxes attributable to the Company and the Consolidated Funds, consisted of the following: Year ended December 31, Provision for Income Taxes 2025 2024 2023 The Company Current U.S. federal income tax expense $ 55,531 $ 63,292 $ 34,051 State and local income tax expense 15,456 14,326 13,316 Foreign income tax expense 44,869 24,841 24,029 115,856 102,459 71,396 Deferred U.S. federal income tax expense 87,010 50,182 85,610 State and local income tax expense 12,370 7,819 15,872 Foreign income tax benefit (22,829) (2,917) (3,730) 76,551 55,084 97,752 Total U.S. federal income tax expense 142,541 113,474 119,661 State and local income tax expense 27,826 22,145 29,188 Foreign income tax expense 22,040 21,924 20,299 Income tax expense 192,407 157,543 169,148 Consolidated Funds Current Foreign income tax expense (benefit) (434) (1,331) 3,823 (434) (1,331) 3,823 Deferred U.S. federal income tax expense 6,562 8,405 — 6,562 8,405 — Total U.S. federal income tax expense 6,562 8,405 — Foreign income tax expense (benefit) (434) (1,331) 3,823 Income tax expense 6,128 7,074 3,823 Total Provision for Income Taxes Total current income tax expense 115,422 101,128 75,219 Total deferred income tax expense 83,113 63,489 97,752 Income tax expense $ 198,535 $ 164,617 $ 172,971 F-40
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Table of Contents Ares Management Corporation Notes to the Consolidated Financial Statements (Continued) (Dollars in Thousands, Except Share Data and As Otherwise Noted) The disaggregation of income before taxes is effective with the adoption of ASU 2023-09 and consisted of the following: Year ended December 31, 2025 U.S. $ 1,102,366 Foreign 184,527 Total $ 1,286,893 The reconciliation of taxes from the statutory tax rate to the Company’s effective tax rate changed with the adoption of ASU 2023-09 and is presented below: Year ended December 31, 2025 U.S. federal statutory rate $ 270,248 21.0 % State and local taxes, net of federal benefit 24,214 1.9 Effect of cross-border tax laws: United Kingdom 15,601 1.2 Japan 15,187 1.2 Singapore 5,214 0.4 Other jurisdictions 6,673 0.5 Foreign tax effects United Kingdom: Statutory tax rate differential 3,046 0.2 Other rate differential items (16,343) (1.3) Japan: Statutory tax rate differential 2,800 0.2 Other rate differential items (8,377) (0.7) Singapore: Statutory tax rate differential (4,698) (0.4) Other rate differential items 5,833 0.5 Other foreign jurisdictions: Statutory tax rate differential 1,339 0.1 Other rate differential items (4,223) (0.3) Tax credits Foreign tax credits (12,864) (1.0) Research and development tax credits (699) (0.1) Other business tax credits (1,702) (0.1) Changes in valuation allowance (950) (0.1) Nontaxable or nondeductible items Nondeductible executive compensation expense 19,710 1.5 Other, net 2,874 0.2 Other adjustments Income passed through to non-controlling interests (124,348) (9.6) Effective tax rate $ 198,535 15.3 % (1) State taxes in California and New York and local taxes New York City comprise the majority of the state and local taxes, net of federal benefit. (1) F-41
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Table of Contents Ares Management Corporation Notes to the Consolidated Financial Statements (Continued) (Dollars in Thousands, Except Share Data and As Otherwise Noted) The reconciliation of the statutory tax rate to the Company’s effective tax rate for periods prior to the adoption of ASU 2023-09 is as follows: Year ended December 31, 2024 2023 Income tax expense at federal statutory rate 21.0% 21.0% Income passed through to non-controlling interests (9.3) (9.6) State and local taxes, net of federal benefit 1.4 1.7 Foreign taxes (0.7) (0.7) Permanent items 0.1 0.2 Disallowed executive compensation 0.3 0.2 Other, net 0.1 0.3 Valuation allowance — (0.1) Total effective rate 12.9% 13.0% The disaggregated presentation of income taxes paid that is effective with the adoption of ASU 2023-09 is presented below: Year ended December 31, 2025 Federal income tax $ 35,700 State and local income tax 26,777 Foreign income tax 28,856 Total $ 91,333 The following jurisdictions represent approximately 5% of total income taxes paid (net of refunds), or if less than 5%, represent the largest jurisdictions: Year ended December 31, 2025 State and local income tax New York $ 3,415 New York City 10,702 California 3,941 Foreign income tax United Kingdom $ 14,426 Japan 5,419 Deferred Taxes The income tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities were as follows as of December 31, 2025 and 2024. Deferred tax assets, net of the Company are included within other assets within the Consolidated Statements of Financial Condition. Deferred tax liabilities, net of the Consolidated Funds are included within accounts payable, accrued expenses and other liabilities within the Consolidated Statements of Financial Condition. F-42
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Table of Contents Ares Management Corporation Notes to the Consolidated Financial Statements (Continued) (Dollars in Thousands, Except Share Data and As Otherwise Noted) As of December 31, Deferred Tax Assets and Liabilities of the Company 2025 2024 Deferred tax assets Amortizable tax basis for AOG Unit exchanges $ 638,725 $ 451,343 Net operating losses and capital loss carryforwards 34,415 1,888 Other, net 30,708 9,793 Total gross deferred tax assets 703,848 463,024 Valuation allowance (941) (941) Total net deferred tax assets 702,907 462,083 Deferred tax liabilities Investment in partnerships (350,616) (220,189) Total deferred tax liabilities (350,616) (220,189) Deferred tax assets, net $ 352,291 $ 241,894 As of December 31, Deferred Tax Assets and Liabilities of the Consolidated Funds 2025 2024 Deferred tax assets Net operating losses $ 9,295 $ 7,932 Total gross deferred tax assets 9,295 7,932 Valuation allowance (279) (1,229) Total net deferred tax assets 9,016 6,703 Deferred tax liabilities Investments in partnerships (23,984) (15,108) Total deferred tax liabilities (23,984) (15,108) Deferred tax liabilities, net $ (14,968) $ (8,405) In assessing the realizability of deferred tax assets, the Company considers whether it is probable that some or all of the deferred tax assets will not be realized. In determining whether the deferred taxes are realizable, the Company considers the period of expiration of the tax asset, historical and projected taxable income, and tax liabilities for the tax jurisdiction in which the tax asset is located. Valuation allowances are provided to reduce the amounts of deferred tax assets to an amount that is more likely than not to be realized based on an assessment of positive and negative evidence, including estimates of future taxable income necessary to realize future deductible amounts. As of December 31, 2025 and 2024, the Company had net operating loss (“NOLs”) carryforwards in the United States and foreign jurisdictions associated with its subsidiaries. As of December 31, 2025 and 2024, the Company had $99.0 million and $7.6 million, respectively, of NOL carryforwards and other tax attributes related to its foreign jurisdictions to reduce future income taxes. With limited exceptions, the deferred tax assets related to operating losses in foreign jurisdictions and certain capital loss carryforwards meet the more likely than not threshold and do not have a valuation allowance recorded for the net balance. As of December 31, 2025 and 2024, the valuation allowance for the Company’s deferred tax assets was $0.9 million, associated with NOLs in certain foreign jurisdictions. As of December 31, 2025 and 2024, the Consolidated Funds had $42.7 million and $36.4 million, respectively, of NOL carryforwards and other tax attribute to reduce future income taxes for which a partial valuation allowance has been provided. As of December 31, 2025 and 2024, the valuation allowance for the deferred tax assets of the Consolidated Funds was $0.3 million and $1.2 million, respectively, associated with NOL carryforwards related to its Consolidated funds. The NOL carryforwards generally have no expiry. As of, and for the years ended December 31, 2025, 2024 and 2023, the Company had no significant uncertain tax positions. F-43
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Table of Contents Ares Management Corporation Notes to the Consolidated Financial Statements (Continued) (Dollars in Thousands, Except Share Data and As Otherwise Noted) 12. EARNINGS PER SHARE The Company has Class A and non-voting common stock outstanding. The non-voting common stock has the same economic rights as the Class A common stock; therefore, earnings per share is presented on a combined basis. Income of the Company has been allocated on a proportionate basis to the two common stock classes. Basic earnings per share of Class A and non-voting common stock is computed by using the two-class method. Diluted earnings per share of Class A and non-voting common stock is computed using the more dilutive method of either the two-class method or the treasury stock and if-converted methods. For the years ended December 31, 2025 and 2024, the two-class method was the more dilutive method. For the year ended December 31, 2023, the treasury stock method was the more dilutive method. The computation of diluted earnings per share excludes the following restricted units and AOG Units as their effect would have been anti-dilutive under the treasury stock method: Year ended December 31, 2025 2024 2023 Restricted units N/A N/A 2,071 AOG Units N/A N/A 118,804,252 The following table presents the computation of basic and diluted earnings per common share: Year ended December 31, 2025 2024 2023 Basic earnings per share of Class A and non-voting common stock Net income attributable to Ares Management Corporation Class A and non-voting common stockholders $ 426,112 $ 440,961 $ 474,326 Dividends declared and paid on Class A and non-voting common stock (985,543) (742,970) (571,923) Distributions on unvested restricted units (42,570) (30,766) (21,303) Dividends in excess of earnings available to Class A and non-voting common stockholders $ (602,001) $ (332,775) $ (118,900) Basic weighted-average shares of Class A and non-voting common stock 217,361,945 198,054,451 184,523,524 Dividends in excess of earnings per share of Class A and non-voting common stock $ (2.77) $ (1.68) $ (0.64) Dividend declared and paid per Class A and non-voting common stock 4.48 3.72 3.08 Basic earnings per share of Class A and non-voting common stock $ 1.71 $ 2.04 $ 2.44 Diluted earnings per share of Class A and non-voting common stock Net income attributable to Ares Management Corporation Class A and non-voting common stockholders $ 426,112 $ 440,961 $ 474,326 Distributions on unvested restricted units (42,570) (30,766) — Net income available to Class A and non-voting common stockholders $ 383,542 $ 410,195 $ 474,326 Effect of dilutive shares: Restricted units — — 9,347,318 Options — — 1,902,584 Diluted weighted-average shares of Class A and non-voting common stock 217,361,945 198,054,451 195,773,426 Diluted earnings per share of Class A and non-voting common stock $ 1.71 $ 2.04 $ 2.42 F-44
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Table of Contents Ares Management Corporation Notes to the Consolidated Financial Statements (Continued) (Dollars in Thousands, Except Share Data and As Otherwise Noted) 13. EQUITY COMPENSATION Equity-based compensation expense, net of forfeitures, recorded by the Company is presented in the following table: Year ended December 31, 2025 2024 2023 Unvested awards $ 730,448 $ 352,851 $ 255,965 AOG Unit awards 10,101 — — Total equity-based compensation expense $ 740,549 $ 352,851 $ 255,965 Equity Incentive Plan Equity-based compensation is generally granted under the 2023 Ares Management Corporation Equity Incentive Plan (the “Equity Incentive Plan”). The total number of shares available to be issued under the Equity Incentive Plan resets based on a formula defined in the Equity Incentive Plan and may increase on January 1 of each year. On January 1, 2025, the total number of shares available for issuance under the Equity Incentive Plan reset to 51,846,506 shares and as of December 31, 2025, 45,127,175 shares remained available for issuance. Generally, unvested awards are forfeited upon termination of employment in accordance with the Equity Incentive Plan. The Company recognizes forfeitures as a reversal of previously recognized compensation expense in the period the forfeiture occurs. Unvested Awards Each unvested award represents either a share of the Company’s Class A common stock that is subject to restriction or a restricted unit, representing an unfunded, unsecured right of the holder to receive a share of the Company’s Class A common stock on a specific date. The unvested awards vest and the restrictions lapse or are settled in shares of Class A common stock, as applicable, over service periods up to five years from the grant date, in each case generally subject to the holder’s continued employment as of the applicable vesting date (subject to accelerated vesting upon certain qualifying terminations of employment or retirement eligibility provisions). Compensation expense associated with unvested awards is recognized on a straight-line basis over the requisite service period of the award. Restricted units are delivered net of the holder’s payroll-related taxes upon vesting. For the year ended December 31, 2025, 5.4 million restricted units vested and 3.1 million shares of Class A common stock were delivered to the holders. For the year ended December 31, 2024, 4.2 million restricted units vested and 2.3 million shares of Class A common stock were delivered to the holders. The holders of restricted units, other than awards that have not yet been issued, generally have the right to receive as current compensation an amount in cash equal to: (i) the amount of any dividend paid with respect to a share of Class A common stock multiplied by (ii) the number of restricted units held at the time such dividends are declared (“Dividend Equivalent”). The following table summarizes the Company’s dividends declared and Dividend Equivalents paid during the year ended December 31, 2025: Record Date Dividends Per Share Dividend Equivalents Paid March 17, 2025 $ 1.12 $ 21,489 June 16, 2025 1.12 20,958 September 16, 2025 1.12 21,095 December 17, 2025 1.12 21,027 F-45
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Table of Contents Ares Management Corporation Notes to the Consolidated Financial Statements (Continued) (Dollars in Thousands, Except Share Data and As Otherwise Noted) The following table presents unvested awards’ activity: Unvested Awards Weighted AverageGrant Date FairValue Per Unvested Award Balance as of December 31, 2024 17,968,940 $ 79.11 Granted 7,455,032 185.19 Vested (5,393,967) 80.37 Forfeited (269,399) 100.68 Balance as of December 31, 2025 19,760,606 $ 118.49 The total compensation expense expected to be recognized in all future periods associated with unvested awards is $1,532.7 million as of December 31, 2025 and is expected to be recognized over the remaining weighted average period of 3.3 years. Other Equity-Based Compensation In connection with the GCP Acquisition, the Company granted 0.3 million AOG Unit awards to certain professionals. Of the total AOG Unit awards granted, 0.1 million units vested on the close date of the GCP Acquisition and the remaining 0.2 million units vest in three equal installments on each of the first three anniversaries of the GCP Acquisition close date, subject to the holder’s continued employment as of the applicable vesting dates. The weighted average grant date fair value per unvested AOG Unit award was $170.94. The total compensation expense expected to be recognized in all future periods associated with unvested AOG Unit awards is $26.2 million as of December 31, 2025 and is expected to be recognized over the remaining weighted average period of 2.2 years. See “Note 3. Business Combinations” for a further description of the equity compensation expense from the GCP Acquisition. 14. EQUITY AND REDEEMABLE INTEREST Common Stock The Company’s common stock consists of Class A, Class B, Class C and non-voting common stock, each $0.01 par value per share. The non-voting common stock has the same economic rights as the Class A common stock. Sumitomo Mitsui Banking Corporation (“SMBC”) is the sole holder of the non-voting common stock. The Class B common stock and Class C common stock are non-economic and holders are not entitled to dividends from the Company or to receive any assets of the Company in the event of any dissolution, liquidation or winding up of the Company. Ares Management GP LLC is the sole holder of the Class B common stock and Ares Voting LLC (“Ares Voting”) is the sole holder of the Class C common stock. Except as otherwise expressly provided in the Company’s Certificate of Incorporation (the “Certificate of Incorporation”), the Company’s common stockholders are entitled to vote on all matters on which stockholders of a corporation are generally entitled to vote under the Delaware General Corporation Law (the “DGCL”), including the election of the Company’s board of directors. Holders of shares of the Company’s Class A common stock are entitled to one vote per share of the Company’s Class A common stock. On any date on which the Ares Ownership Condition (as defined in the Certificate of Incorporation) is satisfied, holders of shares of the Company’s Class B common stock are, in the aggregate, entitled to a number of votes equal to (x) four times the aggregate number of votes attributable to the Company’s Class A common stock minus (y) the aggregate number of votes attributable to the Company’s Class C common stock. On any date on which the Ares Ownership Condition is not satisfied, holders of shares of the Company’s Class B common stock are not entitled to vote on any matter submitted to a vote of the Company’s stockholders. The holder of shares of the Company’s Class C common stock is generally entitled to a number of votes equal to the number of AOG Units (as defined in the Certificate of Incorporation) held of record by each Ares Operating Group Limited Partner (as defined in the Certificate of Incorporation) other than the Company and its subsidiaries. Changes in Class C common stock are directly proportional to changes in Ares Owners Holdings L.P.’s ownership interest in the AOG entities. The Company has a stock repurchase program that allows for the repurchase of up to $750.0 million of shares of Class A common stock. Under the program, shares may be repurchased from time to time in open market purchases, privately negotiated transactions or otherwise, including in reliance on Rule 10b5-1 of the Securities Act. The renewal of the program is F-46
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Table of Contents Ares Management Corporation Notes to the Consolidated Financial Statements (Continued) (Dollars in Thousands, Except Share Data and As Otherwise Noted) subject to authorization by the Company’s board of directors on an annual basis. As of December 31, 2025, the program was scheduled to expire in March 2026. In February 2026, the renewal of the program was authorized by the Company’s board of directors and will expire in March 2027. Repurchases under the program, if any, will depend on the prevailing market conditions and other factors. During the years ended December 31, 2025, 2024 and 2023, the Company did not repurchase any shares as part of the stock repurchase program. The following table presents the changes in each class of common stock: Class A CommonStock Non-VotingCommon Stock Class B CommonStock Class C CommonStock Total Balance as of December 31, 2024 199,872,571 3,489,911 1,000 109,806,689 313,170,171 Issuance of common stock, net of shares retired for tax 10,471,054 — — 303,500 10,774,554 Exchanges of AOG Units 5,031,068 — — (5,031,068) — Vesting of restricted unit awards, net of shares withheld for tax 3,090,736 — — — 3,090,736 Balance as of December 31, 2025 218,465,429 3,489,911 1,000 105,079,121 327,035,461 The following table presents each partner’s AOG Units and corresponding ownership interest in each of the AOG entities, as well as its daily average ownership of AOG Units in each of the AOG entities: Daily Average Ownership As of December 31, 2025 As of December 31, 2024 Year ended December 31, AOG Units DirectOwnershipInterest AOG Units DirectOwnershipInterest 2025 2024 2023 Ares Management Corporation 221,955,340 67.87% 203,362,482 64.94% 66.95% 63.61% 60.83% Ares Owners Holdings L.P. 105,079,121 32.13 109,806,689 35.06 33.05 36.39 39.17 Total 327,034,461 100.00% 313,169,171 100.00% The Company’s ownership percentage of the AOG Units will continue to change upon: (i) the vesting of restricted units that were granted under the Equity Incentive Plan; (ii) the exchange of AOG Units for shares of Class A common stock; (iii) the cancellation of AOG Units in connection with certain individuals’ forfeiture of AOG Units upon termination of employment; and (iv) the issuance of new AOG Units, including in connection with acquisitions, among other strategic reasons. Holders of the AOG Units, subject to any applicable transfer restrictions, may up to four times each year (subject to the terms of the exchange agreement) exchange their AOG Units for shares of Class A common stock on a one-for-one basis. Equity is reallocated among partners upon a change in ownership to ensure each partners’ capital account properly reflects their respective claim on the residual value of the Company. This change is reflected as either a reallocation of interest or as dilution within the Consolidated Statements of Changes in Equity. Preferred Stock As of December 31, 2025 and 2024, the Company had 30,000,000 shares of Series B mandatory convertible preferred stock outstanding. When, as and if declared by the Company’s board of directors, dividends on the Series B mandatory convertible preferred stock are payable quarterly at a rate per annum equal to 6.75%. Dividends on Series B mandatory convertible preferred stock are cumulative and the Series B mandatory convertible preferred stock, unless previously converted or redeemed, will automatically convert into the Company’s Class A common stock on October 1, 2027. Unless converted earlier in accordance with its terms, each share of Series B mandatory convertible preferred stock will automatically convert on the mandatory conversion date into between 0.2717 and 0.3260 shares of the Company’s Class A common stock, in each case, subject to customary anti-dilution adjustments. The conversion rate that will apply to mandatory conversions will be determined based on the average of the daily volume-weighted average prices over the 20 consecutive trading days beginning on, and including, the 21st scheduled trading day immediately before October 1, 2027. Holders of shares of Series B mandatory convertible preferred stock have the option to convert all or any portion of their shares of Series B mandatory convertible preferred stock at any time. The conversion rate applicable to any early conversion may in certain circumstances be increased to compensate holders of the Series B mandatory convertible preferred stock for certain unpaid accumulated dividends. F-47
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Table of Contents Ares Management Corporation Notes to the Consolidated Financial Statements (Continued) (Dollars in Thousands, Except Share Data and As Otherwise Noted) Redeemable Interest Redeemable interest in AOG entities represents third-party ownership interests in certain investments and is presented at the redemption amount within mezzanine equity within the Consolidated Statements of Financial Condition. As of December 31, 2024, 50,000,000 of AAC II (as defined below) Class A ordinary shares were presented at the redemption amount within mezzanine equity within the Consolidated Statements of Financial Condition. In September 2025, Kodiak AI, Inc. (Nasdaq: KDK) (f/k/a Ares Acquisition Corporation II, or “AAC II”) completed a business combination with Kodiak Robotics, Inc. In connection with the transaction, AAC II was renamed KDK, and the Company’s investments in AAC II were converted into various interests in KDK, including KDK common shares and warrants, as well as unvested KDK common shares and the potential to receive additional KDK common shares, each subject to certain performance conditions. These investments represent non- controlling financial interests and are presented within investments within the Consolidated Statements of Financial Condition. Following the business combination, the Company no longer held a controlling financial interest in AAC II, resulting in the deconsolidation of AAC II. For the year ended December 31, 2025, changes in value of the Company’s investments in KDK included: (i) $68.3 million of unrealized performance income related to KDK common shares; and (ii) $49.8 million of unrealized performance income related to KDK common shares subject to vesting upon achievement of certain performance conditions. These investments were received in exchange for previously held AAC II Class A ordinary shares with a nominal cost basis, and the changes in value are presented within carried interest allocation within the Consolidated Statements of Operations. Additionally, for the year ended December 31, 2025, the Company recognized net unrealized gains of $27.8 million related to the remainder of its investments in KDK, presented within net realized and unrealized gains on investments within the Consolidated Statements of Operations. The Company’s investments in KDK common shares and warrants are classified as Level I in the fair value hierarchy. The Company’s investments in unvested KDK common shares and the potential to receive additional KDK common shares, each subject to performance conditions, are classified as Level III, with fair value determined using a Monte Carlo simulation. F-48
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Table of Contents Ares Management Corporation Notes to the Consolidated Financial Statements (Continued) (Dollars in Thousands, Except Share Data and As Otherwise Noted) The following table summarizes the activities associated with the redeemable interest in AOG entities: Total Balance as of December 31, 2022 $ 93,129 Changes in ownership interests and related tax benefits (66,507) Distributions (2,883) Net income 226 Currency translation adjustment, net of tax (41) Equity compensation 174 Balance as of December 31, 2023 24,098 Distributions (302) Net income 103 Currency translation adjustment, net of tax (403) Balance as of December 31, 2024 23,496 Distributions (300) Net income 1,349 Currency translation adjustment, net of tax 751 Balance as of December 31, 2025 $ 25,296 The following table summarizes the activities associated with the redeemable interest in Consolidated Funds: Total Balance as of December 31, 2022 $ 1,013,282 Gross proceeds from the initial public offering of AAC II 500,000 Change in redemption value 55,530 Redemptions from Class A ordinary shares of Ares Acquisition Corporation (formerly NYSE: AAC) (1,045,874) Balance as of December 31, 2023 522,938 Change in redemption value 27,762 Balance as of December 31, 2024 550,700 Redemptions from Class A ordinary shares of AAC II (509,503) Change in redemption value 21,707 Deconsolidation of AAC II (62,904) Balance as of December 31, 2025 $ — 15. SEGMENT REPORTING The Company operates through its distinct operating segments. The Company operating segments are summarized below: Credit Group: The Credit Group manages credit strategies across the liquid and illiquid spectrum, including liquid credit, alternative credit, opportunistic credit, direct lending and Asia-Pacific (“APAC”) credit. Real Assets Group: The Real Assets Group manages comprehensive equity and debt strategies across real estate and infrastructure investments. Secondaries Group: The Secondaries Group invests in secondary markets across a range of alternative asset class strategies, including private equity, real estate, infrastructure and credit. Private Equity Group: The Private Equity Group broadly categorizes its investment strategies as corporate private equity and APAC private equity. Other: Other represents a compilation of operating segments and strategic investments that seek to expand the Company’s reach and its scale in new and existing global markets but individually are not yet material to the Company’s results. These results include activities from: (i) Ares Insurance Solutions (“AIS”), the Company’s insurance platform that provides solutions to insurance clients including asset management, capital solutions and corporate development; (ii) the F-49
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Table of Contents Ares Management Corporation Notes to the Consolidated Financial Statements (Continued) (Dollars in Thousands, Except Share Data and As Otherwise Noted) SPACs sponsored by the Company; (iii) a venture capital business with fund strategies that are focused on growth-stage companies and applied artificial intelligence, among others; and (iv) other initiatives, such as activities from the Company’s investments in certain structured financing vehicles. The Operations Management Group (the “OMG”) consists of shared resource groups to support the Company’s operating segments by providing infrastructure and administrative support in the areas of accounting/finance, operations, information technology, legal, compliance, human resources, strategy, relationship management, and distribution, including the Company’s wealth distribution platform, Ares Wealth Management Solutions (“AWMS”). AWMS facilitates the product development, distribution, marketing and client management activities for investment offerings in the global wealth management channel. Additionally, the OMG provides services to certain of the Company’s managed funds and vehicles, which may reimburse the OMG for expenses either equal to the costs of services provided or as a percentage of invested capital. The OMG’s revenues and expenses are not allocated to the Company’s operating segments but the Company does consider the financial results of the OMG when evaluating its financial performance. Segment Profit Measure: Realized income (“RI”), which includes fee related earnings (“FRE”) as a component, supplements and should be considered in addition to, and not in lieu of, the Consolidated Statements of Operations prepared in accordance with GAAP. RI, a non-GAAP measure, is an operating metric used by management to evaluate performance of the business based on operating performance and the contribution of each of the business segments to that performance, while removing the fluctuations of unrealized income and expenses, which may or may not be eventually realized at the levels presented and whose realizations depend more on future outcomes than current business operations. RI differs from income before taxes by excluding: (i) operating results of the Consolidated Funds; (ii) depreciation and amortization expense; (iii) the effects of changes arising from corporate actions; (iv) unrealized gains and losses related to carried interest, incentive fees and investment performance; and adjusts for certain other items that the Company believes are not indicative of operating performance. Changes arising from corporate actions include equity-based compensation expenses, the amortization of intangible assets, transaction costs associated with mergers, acquisitions and capital activities, underwriting costs and expenses incurred in connection with corporate reorganization. Placement fee adjustment represents the net portion of either expense deferral or amortization of upfront fees to placement agents that is presented to match the timing of expense recognition with the period over which management fees are expected to be earned from the associated fund for segment purposes but have been expensed in advance in accordance with GAAP. For periods in which the amortization of upfront fees for segment purposes is higher than the GAAP expense, the placement fee adjustment is presented as a reduction to RI. Management believes RI is a more appropriate metric to evaluate the Company’s current business operations. FRE, a non-GAAP measure that is a component of RI, is used to assess core operating performance by determining whether recurring revenue, primarily consisting of management fees and fee related performance revenues, is sufficient to cover operating expenses and to generate profits. FRE differs from income before taxes computed in accordance with GAAP as it excludes net performance income, investment income and adjusts for certain other items that the Company believes are not indicative of its core operating performance. Fee related performance revenues, together with fee related performance compensation, is presented within FRE because it represents incentive fees from perpetual capital vehicles that is measured and eligible to be received on a recurring basis and not dependent on realization events from the underlying investments. The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer. The CODM makes operating decisions and assesses the performance of each of the Company’s business segments based on financial and operating metrics and other data that is presented before giving effect to the consolidation of any of the Consolidated Funds. Consequently, all segment data excludes the assets, liabilities and operating results related to the Consolidated Funds and non-consolidated funds. Total assets by segments is not disclosed because such information is not used by the Company’s CODM in evaluating the segments. Many of the Ares Funds managed by the Company have mandates that allow for investing across different geographic regions, including North America, South America, Europe, APAC and the Middle East. The primary geographic region in which the Company invests in is North America and the majority of its revenues are generated in North America. F-50
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Table of Contents Ares Management Corporation Notes to the Consolidated Financial Statements (Continued) (Dollars in Thousands, Except Share Data and As Otherwise Noted) The following tables present the financial results for the Company’s operating segments, as well as the OMG: Year ended December 31, 2025 Credit Group Real AssetsGroup SecondariesGroup PrivateEquity Group Other TotalSegments OMG Total Management fees $ 2,529,312 $ 678,355 $ 276,292 $ 139,172 $ 59,791 $ 3,682,922 $ — $ 3,682,922 Fee related performance revenues 210,356 35,665 55,288 — — 301,309 — 301,309 Other fees 52,895 181,104 6,580 1,824 2,700 245,103 27,604 272,707 Compensation and benefits (788,989) (315,616) (91,834) (60,701) (26,066) (1,283,206) (534,113) (1,817,319) General, administrative and otherexpenses (178,863) (114,848) (37,920) (21,975) (9,021) (362,627) (301,692) (664,319) Fee related earnings 1,824,711 464,660 208,406 58,320 27,404 2,583,501 (808,201) 1,775,300 Performance income—realized 383,892 99,813 177 42,402 — 526,284 — 526,284 Performance related compensation—realized (257,290) (67,883) (106) (31,994) — (357,273) — (357,273) Realized net performance income 126,602 31,930 71 10,408 — 169,011 — 169,011 Investment income (loss)—realized 14,321 31,356 1,645 (15,659) 8,425 40,088 1,355 41,443 Interest income 6,704 6,895 1,176 2,025 14,489 31,289 2,907 34,196 Interest expense (20,041) (92,787) (7,998) (15,555) (34,898) (171,279) (363) (171,642) Realized net investment income(loss) 984 (54,536) (5,177) (29,189) (11,984) (99,902) 3,899 (96,003) Realized income $ 1,952,297 $ 442,054 $ 203,300 $ 39,539 $ 15,420 $ 2,652,610 $ (804,302) $ 1,848,308 Year ended December 31, 2024 Credit Group Real AssetsGroup SecondariesGroup PrivateEquity Group Other TotalSegments OMG Total Management fees $ 2,177,816 $ 401,968 $ 197,287 $ 137,130 $ 43,229 $ 2,957,430 $ — $ 2,957,430 Fee related performance revenues 202,703 — 28,834 — — 231,537 — 231,537 Other fees 41,819 27,263 222 1,695 523 71,522 20,357 91,879 Compensation and benefits (692,309) (160,357) (66,290) (56,830) (21,482) (997,268) (421,268) (1,418,536) General, administrative and otherexpenses (161,872) (56,768) (33,881) (21,449) (6,584) (280,554) (220,019) (500,573) Fee related earnings 1,568,157 212,106 126,172 60,546 15,686 1,982,667 (620,930) 1,361,737 Performance income—realized 326,202 60,317 361 43,299 — 430,179 — 430,179 Performance related compensation—realized (207,794) (37,283) 110 (36,334) — (281,301) — (281,301) Realized net performance income 118,408 23,034 471 6,965 — 148,878 — 148,878 Investment income (loss)—realized 21,159 5,184 2,565 1,926 9,467 40,301 (650) 39,651 Interest income 11,671 7,649 972 1,970 35,810 58,072 1,723 59,795 Interest expense (31,285) (29,763) (29,144) (18,906) (33,142) (142,240) (701) (142,941) Realized net investment income(loss) 1,545 (16,930) (25,607) (15,010) 12,135 (43,867) 372 (43,495) Realized income $ 1,688,110 $ 218,210 $ 101,036 $ 52,501 $ 27,821 $ 2,087,678 $ (620,558) $ 1,467,120 (1) Interest expense was historically allocated among our segments based only on the cost basis of the Company’s balance sheet investments. Beginning in the first quarter of 2025, the Company changed its interest expense allocation methodology to consider the growing sources of financing requirements, including the cost of acquisitions in addition to the cost basis of its balance sheet investments. Prior period amounts have been reclassified to conform to the current period presentation. (1) F-51
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Table of Contents Ares Management Corporation Notes to the Consolidated Financial Statements (Continued) (Dollars in Thousands, Except Share Data and As Otherwise Noted) Year ended December 31, 2023 Credit Group Real AssetsGroup Secondaries Group PrivateEquity Group Other TotalSegments OMG Total Management fees $ 1,853,326 $ 389,437 $ 174,942 $ 126,721 $ 27,087 $ 2,571,513 $ — $ 2,571,513 Fee related performance revenues 167,333 334 12,782 — — 180,449 — 180,449 Other fees 36,640 29,695 22 1,693 374 68,424 23,685 92,109 Compensation and benefits (624,741) (153,870) (62,160) (58,408) (15,812) (914,991) (361,124) (1,276,115) General, administrative and otherexpenses (115,546) (46,789) (21,199) (16,949) (3,119) (203,602) (200,613) (404,215) Fee related earnings 1,317,012 218,807 104,387 53,057 8,530 1,701,793 (538,052) 1,163,741 Performance income—realized 323,733 20,990 5,460 65,716 — 415,899 — 415,899 Performance related compensation—realized (211,976) (12,768) (4,678) (52,984) — (282,406) — (282,406) Realized net performance income 111,757 8,222 782 12,732 — 133,493 — 133,493 Investment income (loss)—realized 36,490 3,392 4,523 (712) 2,962 46,655 (470) 46,185 Interest income 9,788 3,165 344 38 13,831 27,166 1,218 28,384 Interest expense (20,643) (23,433) (27,119) (14,331) (20,593) (106,119) (156) (106,275) Realized net investment income(loss) 25,635 (16,876) (22,252) (15,005) (3,800) (32,298) 592 (31,706) Realized income $ 1,454,404 $ 210,153 $ 82,917 $ 50,784 $ 4,730 $ 1,802,988 $ (537,460) $ 1,265,528 (1) Interest expense was historically allocated among our segments based only on the cost basis of the Company’s balance sheet investments. Beginning in the first quarter of 2025, the Company changed its interest expense allocation methodology to consider the growing sources of financing requirements, including the cost of acquisitions in addition to the cost basis of its balance sheet investments. Prior period amounts have been reclassified to conform to the current period presentation. The following table presents the components of the Company’s operating segments’ revenue, expenses and realized net investment income (loss): Year ended December 31, 2025 2024 2023 Segment revenues Management fees $ 3,682,922 $ 2,957,430 $ 2,571,513 Fee related performance revenues 301,309 231,537 180,449 Other fees 245,103 71,522 68,424 Performance income—realized 526,284 430,179 415,899 Total segment revenues $ 4,755,618 $ 3,690,668 $ 3,236,285 Segment expenses Compensation and benefits $ 1,283,206 $ 997,268 $ 914,991 General, administrative and other expenses 362,627 280,554 203,602 Performance related compensation—realized 357,273 281,301 282,406 Total segment expenses $ 2,003,106 $ 1,559,123 $ 1,400,999 Segment realized net investment income (loss) Investment income—realized $ 40,088 $ 40,301 $ 46,655 Interest income 31,289 58,072 27,166 Interest expense (171,279) (142,240) (106,119) Total segment realized net investment loss $ (99,902) $ (43,867) $ (32,298) (1) F-52
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Table of Contents Ares Management Corporation Notes to the Consolidated Financial Statements (Continued) (Dollars in Thousands, Except Share Data and As Otherwise Noted) The following table reconciles the Company’s consolidated revenues to segment revenue: Year ended December 31, 2025 2024 2023 Total consolidated revenue $ 5,601,482 $ 3,884,781 $ 3,631,884 Performance income—unrealized (762,534) (109,533) (305,370) Management fees of Consolidated Funds eliminated in consolidation 44,772 46,597 48,201 Performance income of Consolidated Funds eliminated in consolidation 33,873 28,135 13,672 Administrative, transaction and other fees of Consolidated Funds eliminated in consolidation 9,669 525 7,166 Administrative fees (93,613) (70,363) (63,144) OMG revenue (27,604) (20,357) (23,685) Principal investment income, net of eliminations (48,149) (45,424) (36,516) Net revenue of non-controlling interests in consolidated subsidiaries (2,278) (23,693) (35,923) Total consolidation adjustments and reconciling items (845,864) (194,113) (395,599) Total segment revenue $ 4,755,618 $ 3,690,668 $ 3,236,285 (1) Represents administrative fees from expense reimbursements that are presented within administrative, transaction and other fees within the Company’s Consolidated Statements of Operations and are netted against the respective expenses for segment reporting. The following table reconciles the Company’s consolidated expenses to segment expenses: Year ended December 31, 2025 2024 2023 Total consolidated expenses $ 4,708,766 $ 2,938,691 $ 2,797,858 Performance related compensation-unrealized (594,661) (36,823) (206,923) Expenses of Consolidated Funds added in consolidation (106,639) (69,320) (93,167) Expenses of Consolidated Funds eliminated in consolidation 53,928 48,441 50,108 Administrative fees (93,613) (70,363) (62,773) OMG expenses (835,805) (641,287) (561,737) Acquisition and merger-related expense (65,363) (57,360) (12,000) Equity compensation expense (740,549) (352,851) (255,790) Acquisition-related compensation expense (105,202) (38,150) (7,334) Placement fee adjustment 3,891 (5,715) 5,819 Depreciation and amortization expense (241,925) (157,341) (233,185) Expense of non-controlling interests in consolidated subsidiaries 20,278 1,201 (19,877) Total consolidation adjustments and reconciling items (2,705,660) (1,379,568) (1,396,859) Total segment expenses $ 2,003,106 $ 1,559,123 $ 1,400,999 (1) Represents administrative fees from expense reimbursements that are presented within administrative, transaction and other fees within the Company’s Consolidated Statements of Operations and are netted against the respective expenses for segment reporting. (2) Represents bonus payments, a portion of earnouts and other costs recorded in connection with various acquisitions that are recorded as compensation expense and are presented within compensation and benefits within the Company’s Consolidated Statements of Operations. See “Note 9. Commitments and Contingencies” for a further description of the various contingent earnout arrangements. (1) (1) (2) F-53
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Table of Contents Ares Management Corporation Notes to the Consolidated Financial Statements (Continued) (Dollars in Thousands, Except Share Data and As Otherwise Noted) The following table reconciles the Company’s consolidated other income to segment realized net investment loss: Year ended December 31, 2025 2024 2023 Total consolidated other income $ 394,177 $ 329,262 $ 499,037 Investment income—unrealized (467,995) (5,613) (178,481) Interest and other investment loss—unrealized 27,299 — — Other income, net of Consolidated Funds added in consolidation (526,448) (379,090) (492,848) Total consolidated other expense (income), net of Consolidated Funds eliminated in consolidation 34,932 (12,835) (16,485) OMG other (income) expense (11,119) (4,413) 1,074 Principal investment income 138,608 38,367 155,632 Other (income) expense, net 303,200 (12,172) 976 Other loss (income) of non-controlling interests in consolidated subsidiaries 7,444 2,627 (1,203) Total consolidation adjustments and reconciling items (494,079) (373,129) (531,335) Total segment realized net investment loss $ (99,902) $ (43,867) $ (32,298) The following table presents the reconciliation of income before taxes as reported in the Consolidated Statements of Operations to segment results of RI and FRE: Year ended December 31, 2025 2024 2023 Income before taxes $ 1,286,893 $ 1,275,352 $ 1,333,063 Adjustments: Depreciation and amortization expense 241,925 157,341 233,185 Equity compensation expense 740,549 352,851 255,419 Acquisition-related compensation expense 105,202 38,150 7,334 Acquisition, merger and transaction-related expense 65,363 57,360 12,000 Placement fee adjustment (3,891) 5,715 (5,819) OMG expense, net 797,082 616,517 539,126 Other (income) expense, net 303,200 (12,172) 976 Income before taxes of non-controlling interests in consolidated subsidiaries (15,112) (22,267) (17,249) Income before taxes of non-controlling interests in Consolidated Funds, net of eliminations (260,032) (302,846) (278,119) Total performance income—unrealized (762,534) (109,533) (305,370) Total performance related compensation—unrealized 594,661 36,823 206,923 Total net investment income—unrealized (440,696) (5,613) (178,481) Realized income 2,652,610 2,087,678 1,802,988 Total performance income—realized (526,284) (430,179) (415,899) Total performance related compensation—realized 357,273 281,301 282,406 Total net investment loss—realized 99,902 43,867 32,298 Fee related earnings $ 2,583,501 $ 1,982,667 $ 1,701,793 (1) Represents bonus payments, a portion of earnouts and other costs recorded in connection with various acquisitions that are recorded as compensation expense and are presented within compensation and benefits within the Company’s Consolidated Statements of Operations. See “Note 9. Commitments and Contingencies” for a further description of the various contingent earnout arrangements. (1) F-54
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Table of Contents Ares Management Corporation Notes to the Consolidated Financial Statements (Continued) (Dollars in Thousands, Except Share Data and As Otherwise Noted) 16. CONSOLIDATION Deconsolidation of Funds As of the end of the reporting period, certain funds that have historically been consolidated in the financial statements are no longer consolidated because: (i) such funds have been liquidated or dissolved; or (ii) the Company is no longer deemed to be the primary beneficiary of the VIEs as it no longer has a significant economic interest. Investments in Consolidated Variable Interest Entities The Company consolidates entities in which the Company has a variable interest and, as the general partner or investment manager, has both the power to direct the most significant activities and a potentially significant economic interest. Investments in the consolidated VIEs are reported at fair value and represent the Company’s maximum exposure to loss. Investments in Non-Consolidated Variable Interest Entities The Company holds interests in certain VIEs that are not consolidated as the Company is not the primary beneficiary. The Company’s interest in such entities generally is in the form of direct equity interests, fixed fee arrangements or both. The maximum exposure to loss represents the potential loss of assets by the Company relating to its direct investments in these non-consolidated entities. Investments in the non-consolidated VIEs are carried at fair value. The Company’s interests in consolidated and non-consolidated VIEs, as presented within the Consolidated Statements of Financial Condition, its respective maximum exposure to loss relating to non-consolidated VIEs, and its net income attributable to non-controlling interests related to consolidated VIEs, as presented within the Consolidated Statements of Operations, are as follows: As of December 31, 2025 2024 Maximum exposure to loss attributable to the Company’s investment in non-consolidated VIEs $ 469,455 $ 386,927 Maximum exposure to loss attributable to the Company’s investment in consolidated VIEs 1,346,592 791,133 Assets of consolidated VIEs 13,468,979 13,698,611 Liabilities of consolidated VIEs 9,354,024 10,879,735 (1) The Company’s maximum exposure of loss for CLO securities was $78.4 million as of December 31, 2025, which represents the fair value of its capital interests in CLOs that are managed by the Company. Year ended December 31, 2025 2024 2023 Net income attributable to non-controlling interests related to consolidated VIEs $ 271,362 $ 269,743 $ 204,571 (1) (1) F-55
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Table of Contents Ares Management Corporation Notes to the Consolidated Financial Statements (Continued) (Dollars in Thousands, Except Share Data and As Otherwise Noted) Consolidating Schedules The following supplemental financial information illustrates the consolidating effects of the Consolidated Funds on the Company’s financial condition, results from operations and cash flows: As of December 31, 2025 ConsolidatedCompanyEntities ConsolidatedFunds Eliminations Consolidated Assets Cash and cash equivalents $ 488,896 $ — $ — $ 488,896 Investments (includes $3,972,748 of accrued carried interest) 6,940,314 — (1,431,867) 5,508,447 Due from affiliates 1,446,083 — (25,865) 1,420,218 Other assets 1,032,138 — — 1,032,138 Right-of-use operating lease assets 517,351 — — 517,351 Intangible assets, net 2,115,830 — — 2,115,830 Goodwill 3,454,107 — — 3,454,107 Assets of Consolidated Funds Cash and cash equivalents — 959,088 — 959,088 Investments, at fair value — 12,844,886 — 12,844,886 Receivable for securities sold — 228,442 — 228,442 Other assets — 63,966 — 63,966 Total assets $ 15,994,719 $ 14,096,382 $ (1,457,732) $ 28,633,369 Liabilities Accounts payable, accrued expenses and other liabilities $ 1,204,618 $ — $ (151) $ 1,204,467 Accrued compensation 472,978 — — 472,978 Due to affiliates 810,409 — — 810,409 Performance related compensation payable 2,951,333 — — 2,951,333 Debt obligations 3,941,415 — — 3,941,415 Operating lease liabilities 669,999 — — 669,999 Liabilities of Consolidated Funds Accounts payable, accrued expenses and other liabilities — 105,722 (585) 105,137 Due to affiliates — 25,021 (25,021) — Payable for securities purchased — 165,391 — 165,391 CLO loan obligations, at fair value — 7,424,717 (65,645) 7,359,072 Fund borrowings — 2,251,780 — 2,251,780 Total liabilities 10,050,752 9,972,631 (91,402) 19,931,981 Commitments and contingencies Redeemable interest in Ares Operating Group entities 25,296 — — 25,296 Non-controlling interest in Consolidated Funds — 4,123,751 (1,219,893) 2,903,858 Non-controlling interest in Ares Operating Group entities 1,543,823 — (47,052) 1,496,771 Stockholders’ Equity Series B mandatory convertible preferred stock, $0.01 par value, 1,000,000,000 sharesauthorized (30,000,000 shares issued and outstanding) 1,460,030 — — 1,460,030 Class A common stock, $0.01 par value, 1,500,000,000 shares authorized (218,465,429 sharesissued and outstanding) 2,185 — — 2,185 Non-voting common stock, $0.01 par value, 500,000,000 shares authorized (3,489,911 sharesissued and outstanding) 35 — — 35 Class B common stock, $0.01 par value, 1,000 shares authorized (1,000 shares issued andoutstanding) — — — — Class C common stock, $0.01 par value, 499,999,000 shares authorized (105,079,121 sharesissued and outstanding) 1,051 — — 1,051 Additional paid-in-capital 4,342,063 — (99,385) 4,242,678 Accumulated deficit (1,452,259) — — (1,452,259) Accumulated other comprehensive income, net of tax 21,743 — — 21,743 Total stockholders’ equity 4,374,848 — (99,385) 4,275,463 Total equity 5,918,671 4,123,751 (1,366,330) 8,676,092 Total liabilities, redeemable interest, non-controlling interests and equity $ 15,994,719 $ 14,096,382 $ (1,457,732) $ 28,633,369 F-56
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Table of Contents Ares Management Corporation Notes to the Consolidated Financial Statements (Continued) (Dollars in Thousands, Except Share Data and As Otherwise Noted) As of December 31, 2024 ConsolidatedCompanyEntities ConsolidatedFunds Eliminations Consolidated Assets Cash and cash equivalents $ 1,507,976 $ — $ — $ 1,507,976 Investments (includes $3,495,115 of accrued carried interest) 5,485,012 — (840,237) 4,644,775 Due from affiliates 1,236,450 — (179,842) 1,056,608 Other assets 774,654 — — 774,654 Right-of-use operating lease assets 511,319 — — 511,319 Intangible assets, net 975,828 — — 975,828 Goodwill 1,162,636 — — 1,162,636 Assets of Consolidated Funds Cash and cash equivalents — 1,227,489 — 1,227,489 Investments held in trust account — 550,800 — 550,800 Investments, at fair value — 12,187,044 — 12,187,044 Receivable for securities sold — 202,782 — 202,782 Other assets — 82,397 — 82,397 Total assets $ 11,653,875 $ 14,250,512 $ (1,020,079) $ 24,884,308 Liabilities Accounts payable, accrued expenses and other liabilities $ 364,152 $ — $ (280) $ 363,872 Accrued compensation 280,894 — — 280,894 Due to affiliates 500,480 — — 500,480 Performance related compensation payable 2,537,203 — — 2,537,203 Debt obligations 2,558,914 — — 2,558,914 Operating lease liabilities 641,864 — — 641,864 Liabilities of Consolidated Funds Accounts payable, accrued expenses and other liabilities — 323,566 (466) 323,100 Due to affiliates — 178,409 (178,409) — Payable for securities purchased — 332,406 — 332,406 CLO loan obligations, at fair value — 9,793,645 (121,456) 9,672,189 Fund borrowings — 275,000 — 275,000 Total liabilities 6,883,507 10,903,026 (300,611) 17,485,922 Commitments and contingencies Redeemable interest in Consolidated Funds — 550,700 — 550,700 Redeemable interest in Ares Operating Group entities 23,496 — — 23,496 Non-controlling interest in Consolidated Funds — 2,796,786 (771,120) 2,025,666 Non-controlling interest in Ares Operating Group entities 1,236,767 — 18,111 1,254,878 Stockholders’ Equity Series B mandatory convertible preferred stock, $0.01 par value, 1,000,000,000 sharesauthorized (30,000,000 shares issued and outstanding) 1,458,771 — — 1,458,771 Class A common stock, $0.01 par value, 1,500,000,000 shares authorized (199,872,571 sharesissued and outstanding) 1,999 — — 1,999 Non-voting common stock, $0.01 par value, 500,000,000 shares authorized (3,489,911 sharesissued and outstanding) 35 — — 35 Class B common stock, $0.01 par value, 1000 shares authorized ($1,000 shares issued andoutstanding) — — — — Class C common stock, $0.01 par value, 499,999,000 shares authorized (109,806,689 sharesissued and outstanding) 1,098 — — 1,098 Additional paid-in-capital 2,903,253 — 33,541 2,936,794 Accumulated deficit (837,294) — — (837,294) Accumulated other comprehensive loss, net of tax (17,757) — — (17,757) Total stockholders’ equity 3,510,105 — 33,541 3,543,646 Total equity 4,746,872 2,796,786 (719,468) 6,824,190 Total liabilities, redeemable interest, non-controlling interests and equity $ 11,653,875 $ 14,250,512 $ (1,020,079) $ 24,884,308 F-57
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Table of Contents Ares Management Corporation Notes to the Consolidated Financial Statements (Continued) (Dollars in Thousands, Except Share Data and As Otherwise Noted) Year ended December 31, 2025 ConsolidatedCompanyEntities ConsolidatedFunds Eliminations Consolidated Revenues Management fees $ 3,725,239 $ — $ (44,772) $ 3,680,467 Carried interest allocation 1,185,584 — (31,608) 1,153,976 Incentive fees 364,718 — (2,265) 362,453 Principal investment income 138,608 — (90,459) 48,149 Administrative, transaction and other fees 366,106 — (9,669) 356,437 Total revenues 5,780,255 — (178,773) 5,601,482 Expenses Compensation and benefits 2,565,625 — — 2,565,625 Performance related compensation 1,094,355 — — 1,094,355 General, administrative and other expense 996,075 — — 996,075 Expenses of the Consolidated Funds — 106,639 (53,928) 52,711 Total expenses 4,656,055 106,639 (53,928) 4,708,766 Other income (expense) Net realized and unrealized gains on investments 346,588 — (39,006) 307,582 Interest and dividend income 48,039 — (588) 47,451 Interest expense (171,642) — — (171,642) Other expense, net (320,324) — 579 (319,745) Net realized and unrealized gains on investments of the Consolidated Funds — 554,513 (3,437) 551,076 Interest and other income of the Consolidated Funds — 575,273 — 575,273 Interest expense of the Consolidated Funds — (603,338) 7,520 (595,818) Total other income (expense), net (97,339) 526,448 (34,932) 394,177 Income before taxes 1,026,861 419,809 (159,777) 1,286,893 Income tax expense 192,407 6,128 — 198,535 Net income 834,454 413,681 (159,777) 1,088,358 Less: Net income attributable to non-controlling interests in Consolidated Funds — 413,681 (159,777) 253,904 Net income attributable to Ares Operating Group entities 834,454 — — 834,454 Less: Net income attributable to redeemable interest in Ares Operating Group entities 1,349 — — 1,349 Less: Net income attributable to non-controlling interests in Ares Operating Group entities 305,743 — — 305,743 Net income attributable to Ares Management Corporation 527,362 — — 527,362 Less: Series B mandatory convertible preferred stock dividends declared 101,250 — — 101,250 Net income attributable to Ares Management Corporation Class A and non-voting commonstockholders $ 426,112 $ — $ — $ 426,112 F-58
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Table of Contents Ares Management Corporation Notes to the Consolidated Financial Statements (Continued) (Dollars in Thousands, Except Share Data and As Otherwise Noted) Year ended December 31, 2024 ConsolidatedCompanyEntities ConsolidatedFunds Eliminations Consolidated Revenues Management fees $ 2,988,723 $ — $ (46,597) $ 2,942,126 Carried interest allocation 416,995 — (26,815) 390,180 Incentive fees 345,477 — (1,320) 344,157 Principal investment income 38,367 — 7,057 45,424 Administrative, transaction and other fees 163,419 — (525) 162,894 Total revenues 3,952,981 — (68,200) 3,884,781 Expenses Compensation and benefits 1,731,747 — — 1,731,747 Performance related compensation 449,564 — — 449,564 General, administrative and other expense 736,501 — — 736,501 Expenses of the Consolidated Funds — 69,320 (48,441) 20,879 Total expenses 2,917,812 69,320 (48,441) 2,938,691 Other income (expense) Net realized and unrealized gains on investments 31,214 — (14,644) 16,570 Interest and dividend income 48,484 — (5,430) 43,054 Interest expense (142,966) — — (142,966) Other income, net 605 — 22 627 Net realized and unrealized gains on investments of the Consolidated Funds — 291,534 22,429 313,963 Interest and other income of the Consolidated Funds — 933,349 — 933,349 Interest expense of the Consolidated Funds — (845,793) 10,458 (835,335) Total other income (expense), net (62,663) 379,090 12,835 329,262 Income before taxes 972,506 309,770 (6,924) 1,275,352 Income tax expense 157,543 7,074 — 164,617 Net income 814,963 302,696 (6,924) 1,110,735 Less: Net income attributable to non-controlling interests in Consolidated Funds — 302,696 (6,924) 295,772 Net income attributable to Ares Operating Group entities 814,963 — — 814,963 Less: Net income attributable to redeemable interest in Ares Operating Group entities 103 — — 103 Less: Net income attributable to non-controlling interests in Ares Operating Group entities 351,118 — — 351,118 Net income attributable to Ares Management Corporation 463,742 — — 463,742 Less: Series B mandatory convertible preferred stock dividends declared 22,781 — — 22,781 Net income attributable to Ares Management Corporation Class A and non-voting commonstockholders $ 440,961 $ — $ — $ 440,961 F-59
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Table of Contents Ares Management Corporation Notes to the Consolidated Financial Statements (Continued) (Dollars in Thousands, Except Share Data and As Otherwise Noted) Year ended December 31, 2023 ConsolidatedCompanyEntities ConsolidatedFunds Eliminations Consolidated Revenues Management fees $ 2,599,351 $ — $ (48,201) $ 2,551,150 Carried interest allocation 631,150 — (12,571) 618,579 Incentive fees 277,728 — (1,101) 276,627 Principal investment income 155,632 — (119,116) 36,516 Administrative, transaction and other fees 156,178 — (7,166) 149,012 Total revenues 3,820,039 — (188,155) 3,631,884 Expenses Compensation and benefits 1,486,698 — — 1,486,698 Performance related compensation 607,522 — — 607,522 General, administrative and other expense 660,579 — (433) 660,146 Expenses of the Consolidated Funds — 93,167 (49,675) 43,492 Total expenses 2,754,799 93,167 (50,108) 2,797,858 Other income (expense) Net realized and unrealized gains on investments 76,415 — 1,158 77,573 Interest and dividend income 29,850 — (10,574) 19,276 Interest expense (106,276) — — (106,276) Other income (expense), net (10,285) — 15,104 4,819 Net realized and unrealized gains on investments of the Consolidated Funds — 239,802 22,898 262,700 Interest and other income of the Consolidated Funds — 1,010,649 (15,104) 995,545 Interest expense of the Consolidated Funds — (757,603) 3,003 (754,600) Total other income (expense), net (10,296) 492,848 16,485 499,037 Income before taxes 1,054,944 399,681 (121,562) 1,333,063 Income tax expense 169,148 3,823 — 172,971 Net income 885,796 395,858 (121,562) 1,160,092 Less: Net income attributable to non-controlling interests in Consolidated Funds — 395,858 (121,562) 274,296 Net income attributable to Ares Operating Group entities 885,796 — — 885,796 Less: Net income attributable to redeemable interest in Ares Operating Group entities 226 — — 226 Less: Net income attributable to non-controlling interests in Ares Operating Group entities 411,244 — — 411,244 Net income attributable to Ares Management Corporation Class A and non-voting commonstockholders $ 474,326 $ — $ — $ 474,326 F-60
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Table of Contents Ares Management Corporation Notes to the Consolidated Financial Statements (Continued) (Dollars in Thousands, Except Share Data and As Otherwise Noted) Year ended December 31, 2025 ConsolidatedCompanyEntities ConsolidatedFunds Eliminations Consolidated Cash flows from operating activities Net income $ 834,454 $ 413,681 $ (159,777) $ 1,088,358 Adjustments to reconcile net income to net cash provided by operating activities: Equity compensation expense 740,549 — — 740,549 Depreciation and amortization 243,149 — — 243,149 Net realized and unrealized gains on investments (438,992) — 123,623 (315,369) Changes in value of contingent earnout arrangements 349,706 — — 349,706 Investments purchased (349,387) — 128,541 (220,846) Proceeds from sale of investments 474,211 — (149,777) 324,434 Other non-cash amounts 923 — — 923 Adjustments to reconcile net income to net cash provided by operating activities allocable tonon-controlling interests in Consolidated Funds: Net realized and unrealized gains on investments — (554,513) 3,437 (551,076) Investments purchased — (8,284,076) — (8,284,076) Proceeds from sale of investments — 9,830,928 — 9,830,928 Other non-cash amounts — (212,962) — (212,962) Cash flows due to changes in operating assets and liabilities: Net carried interest and incentive fees receivable (76,075) — 38,273 (37,802) Due to/from affiliates 338,727 — (153,976) 184,751 Other assets (228,410) — — (228,410) Accrued compensation and benefits 132,401 — — 132,401 Accounts payable, accrued expenses and other liabilities 91,832 — 130 91,962 Cash flows due to changes in operating assets and liabilities allocable to non-controllinginterest in Consolidated Funds: Change in cash and cash equivalents held at Consolidated Funds — — 268,401 268,401 Net cash relinquished with deconsolidation of Consolidated Funds — (151,500) — (151,500) Change in other assets and receivables held at Consolidated Funds — (163,403) 205,762 42,359 Change in other liabilities and payables held at Consolidated Funds — (28,801) (120) (28,921) Net cash provided by operating activities 2,113,088 849,354 304,517 3,266,959 Cash flows from investing activities Purchase of furniture, equipment and leasehold improvements, net of disposals (72,178) — — (72,178) Acquisitions, net of cash acquired (1,731,461) — — (1,731,461) Net cash used in investing activities (1,803,639) — — (1,803,639) Cash flows from financing activities Proceeds from Credit Facility 2,860,000 — — 2,860,000 Repayments of Credit Facility (1,480,000) — — (1,480,000) Dividends and distributions (1,756,688) — — (1,756,688) Taxes paid related to net share settlement of equity awards (436,869) — — (436,869) Other financing activities 1,914 — — 1,914 Allocable to redeemable and non-controlling interests in Consolidated Funds: Contributions from redeemable and non-controlling interests in Consolidated Funds — 906,990 (59,559) 847,431 Distributions to non-controlling interests in Consolidated Funds — (889,978) 23,443 (866,535) Redemptions of redeemable interests in Consolidated Funds — (509,503) — (509,503) Borrowings under loan obligations by Consolidated Funds — 1,551,874 — 1,551,874 Repayments under loan obligations by Consolidated Funds — (2,638,793) — (2,638,793) Net cash used in financing activities (811,643) (1,579,410) (36,116) (2,427,169) Effect of exchange rate changes (65,915) 10,684 — (55,231) Net change in cash and cash equivalents (568,109) (719,372) 268,401 (1,019,080) Cash and cash equivalents, beginning of period 1,507,975 1,227,490 (1,227,489) 1,507,976 Cash and cash equivalents, end of period $ 939,866 $ 508,118 $ (959,088) $ 488,896 Supplemental disclosure of non-cash financing activities: Equity issued in connection with acquisition-related activities $ 1,657,882 $ — $ — $ 1,657,882 Supplemental disclosure of cash flow information: Cash paid during the period for interest $ 165,392 $ 510,410 $ — $ 675,802 Cash paid during the period for income taxes $ 91,015 $ 318 $ — $ 91,333 F-61
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Table of Contents Ares Management Corporation Notes to the Consolidated Financial Statements (Continued) (Dollars in Thousands, Except Share Data and As Otherwise Noted) Year ended December 31, 2024 ConsolidatedCompanyEntities ConsolidatedFunds Eliminations Consolidated Cash flows from operating activities Net income $ 814,963 $ 302,696 $ (6,924) $ 1,110,735 Adjustments to reconcile net income to net cash provided by operating activities: Equity compensation expense 352,851 — — 352,851 Depreciation and amortization 158,578 — — 158,578 Net realized and unrealized gains on investments (3,399) — (18,064) (21,463) Investments purchased (606,536) — 25,792 (580,744) Proceeds from sale of investments 799,221 — (115,583) 683,638 Other non-cash amounts 11,755 — — 11,755 Adjustments to reconcile net income to net cash provided by operating activities allocable tonon-controlling interests in Consolidated Funds: Net realized and unrealized gains on investments — (291,534) (22,429) (313,963) Investments purchased — (5,927,444) — (5,927,444) Proceeds from sale of investments — 7,569,165 — 7,569,165 Other non-cash amounts — (48,963) — (48,963) Cash flows due to changes in operating assets and liabilities: Net carried interest and incentive fees receivable (214,989) — 26,815 (188,174) Due to/from affiliates 214,999 — 8,499 223,498 Other assets (252,644) — — (252,644) Accrued compensation and benefits (7,096) — — (7,096) Accounts payable, accrued expenses and other liabilities 137,021 — 11,363 148,384 Cash flows due to changes in operating assets and liabilities allocable to non-controllinginterest in Consolidated Funds: Change in cash and cash equivalents held at Consolidated Funds — — (77,978) (77,978) Net cash relinquished with deconsolidation of Consolidated Funds — (46,205) — (46,205) Change in other assets and receivables held at Consolidated Funds — (44,647) (5,127) (49,774) Change in other liabilities and payables held at Consolidated Funds — 47,464 (466) 46,998 Net cash provided by operating activities 1,404,724 1,560,532 (174,102) 2,791,154 Cash flows from investing activities Purchase of furniture, equipment and leasehold improvements, net of disposals (91,509) — — (91,509) Acquisitions, net of cash acquired (67,895) — — (67,895) Net cash used in investing activities (159,404) — — (159,404) Cash flows from financing activities Net proceeds from issuance of Series B mandatory convertible preferred stock 1,458,771 — — 1,458,771 Net proceeds from issuance of Class A common stock 407,124 — — 407,124 Proceeds from Credit Facility 1,210,000 — — 1,210,000 Proceeds from issuance of senior notes 736,010 — — 736,010 Repayments of Credit Facility (2,105,000) — — (2,105,000) Repayment of senior notes (250,000) — — (250,000) Dividends and distributions (1,310,896) — — (1,310,896) Stock option exercises 1,511 — — 1,511 Taxes paid related to net share settlement of equity awards (227,532) — — (227,532) Other financing activities 2,285 — — 2,285 Allocable to non-controlling interests in Consolidated Funds: Contributions from redeemable and non-controlling interests in Consolidated Funds — 569,479 69,675 639,154 Distributions to non-controlling interests in Consolidated Funds — (150,470) 26,449 (124,021) Borrowings under loan obligations by Consolidated Funds — 359,351 — 359,351 Repayments under loan obligations by Consolidated Funds — (2,228,351) — (2,228,351) Net cash used in financing activities (77,727) (1,449,991) 96,124 (1,431,594) Effect of exchange rate changes (7,892) (32,562) — (40,454) Net change in cash and cash equivalents 1,159,701 77,979 (77,978) 1,159,702 Cash and cash equivalents, beginning of period 348,274 1,149,511 (1,149,511) 348,274 Cash and cash equivalents, end of period $ 1,507,975 $ 1,227,490 $ (1,227,489) $ 1,507,976 Supplemental disclosure of non-cash financing activities: Equity issued in connection with acquisition-related activities $ 21,002 $ — $ — $ 21,002 Supplemental disclosure of cash flow information: Cash paid during the period for interest $ 132,645 $ 734,115 $ — $ 866,760 Cash paid during the period for income taxes $ 107,193 $ 377 $ — $ 107,570 F-62
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Table of Contents Ares Management Corporation Notes to the Consolidated Financial Statements (Continued) (Dollars in Thousands, Except Share Data and As Otherwise Noted) Year ended December 31, 2023 ConsolidatedCompany Entities ConsolidatedFunds Eliminations Consolidated Cash flows from operating activities Net income $ 885,796 $ 395,858 $ (121,562) $ 1,160,092 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Equity compensation expense 255,965 — — 255,965 Depreciation and amortization 231,712 — — 231,712 Net realized and unrealized gains on investments (197,874) — 107,137 (90,737) Investments purchased (726,051) — 218,119 (507,932) Proceeds from sale of investments 214,938 — (8,775) 206,163 Other non-cash amounts 74 — — 74 Adjustments to reconcile net income to net cash provided by operating activities allocable tonon-controlling interests in Consolidated Funds: Net realized and unrealized gains on investments — (239,802) (22,898) (262,700) Investments purchased — (8,847,856) — (8,847,856) Proceeds from sale of investments — 8,149,617 — 8,149,617 Other non-cash amounts — (101,465) — (101,465) Cash flows due to changes in operating assets and liabilities: Net carried interest and incentive fees receivable (61,429) — 12,571 (48,858) Due to/from affiliates (200,704) — (19,717) (220,421) Other assets 21,532 — — 21,532 Accrued compensation and benefits 20,383 — — 20,383 Accounts payable, accrued expenses and other liabilities 28,765 — (901) 27,864 Cash flows due to changes in operating assets and liabilities allocable to non-controllinginterest in Consolidated Funds: Change in cash and cash equivalents held at Consolidated Funds — — (424,870) (424,870) Net cash relinquished with deconsolidation of Consolidated Funds — (623) — (623) Change in other assets and receivables held at Consolidated Funds — (53,916) 33,669 (20,247) Change in other liabilities and payables held at Consolidated Funds — 219,046 — 219,046 Net cash provided by (used in) operating activities 473,107 (479,141) (227,227) (233,261) Cash flows from investing activities Purchase of furniture, equipment and leasehold improvements, net of disposals (67,183) — — (67,183) Acquisitions, net of cash acquired (43,896) — — (43,896) Net cash used in investing activities (111,079) — — (111,079) Cash flows from financing activities Proceeds from Credit Facility 1,410,000 — — 1,410,000 Proceeds from issuance of senior notes 499,010 — — 499,010 Repayments of Credit Facility (1,215,000) — — (1,215,000) Dividends and distributions (1,030,666) — — (1,030,666) Stock option exercises 85,959 — — 85,959 Taxes paid related to net share settlement of equity awards (157,007) — — (157,007) Other financing activities 2,943 — — 2,943 Allocable to non-controlling interests in Consolidated Funds: Contributions from non-controlling interests in Consolidated Funds — 1,071,575 (216,119) 855,456 Distributions to non-controlling interests in Consolidated Funds — (119,604) 18,476 (101,128) Redemptions of redeemable interests in Consolidated Funds — (1,045,874) — (1,045,874) Borrowings under loan obligations by Consolidated Funds — 1,387,297 — 1,387,297 Repayments under loan obligations by Consolidated Funds — (398,864) — (398,864) Net cash provided by (used in) financing activities (404,761) 894,530 (197,643) 292,126 Effect of exchange rate changes 1,020 9,481 — 10,501 Net change in cash and cash equivalents (41,713) 424,870 (424,870) (41,713) Cash and cash equivalents, beginning of period 389,987 724,641 (724,641) 389,987 Cash and cash equivalents, end of period $ 348,274 $ 1,149,511 $ (1,149,511) $ 348,274 Supplemental disclosure of non-cash financing activities: Equity issued in connection with acquisition-related activities $ 239,545 $ — $ — $ 239,545 Equity issued in connection with settlement of management incentive program $ 245,647 $ — $ — $ 245,647 Supplemental disclosure of cash flow information: Cash paid during the period for interest $ 98,920 $ 623,723 $ — $ 722,643 Cash paid during the period for income taxes $ 61,563 $ 444 $ — $ 62,007 F-63
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Table of Contents Ares Management Corporation Notes to the Consolidated Financial Statements (Continued) (Dollars in Thousands, Except Share Data and As Otherwise Noted) 17. SUBSEQUENT EVENTS The Company evaluated all events or transactions that occurred after December 31, 2025 through the date the consolidated financial statements were issued. During this period, the Company had the following material subsequent events that require disclosure: In February 2026, the Company’s board of directors declared a quarterly dividend of $1.35 per share of Class A and non-voting common stock payable on March 31, 2026 to common stockholders of record at the close of business on March 17, 2026. In February 2026, the Company’s board of directors declared a quarterly dividend of $0.84375 per share of Series B mandatory convertible preferred stock payable on April 1, 2026 to preferred stockholders of record on March 15, 2026. F-64
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Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of February 19, 2026, Ares Management Corporation had the following classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: • Class A common stock, par value $0.01 per share; and • 6.75% Series B mandatory convertible preferred stock, par value $0.01 per share. In this exhibit, “we,” “us” and “our” means Ares Management Corporation, a Delaware corporation, and its successors, but not any of its subsidiaries. DESCRIPTION OF CAPITAL STOCK The following description summarizes the most important terms of our capital stock. This summary does not purport to be complete and is qualified in its entirety by the provisions of the Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), Bylaws and Certificate of Designations of 6.75% Series B mandatory convertible preferred stock (the “Certificate of Designations”), copies of which are incorporated by reference or filed as an exhibit to the Annual Report on Form 10-K of which this exhibit is a part, and applicable provisions of Delaware law. Capitalized terms used but not otherwise defined in this exhibit shall have the respective meanings given to such terms in the Certificate of Incorporation, Bylaws or Certificate of Designations, as applicable. Our authorized capital stock consists of 3,500,000,000 shares, all with a par value of $0.01 per share, of which: • 1,500,000,000 are designated as Class A common stock; • 500,000,000 are designated as non-voting common stock; • 1,000 are designated as Class B common stock; • 499,999,000 are designated as Class C common stock; and • 1,000,000,000 are designated as preferred stock, of which 12,400,000 shares are designated as Series A preferred stock and 30,000,000 shares are designated as Series B mandatory convertible preferred stock. Common Stock Economic Rights Dividends. Subject to preferences that apply to shares of Series B mandatory convertible preferred stock and any other shares of preferred stock outstanding at the time, the holders of our Class A common stock and non-voting common stock are entitled to receive dividends out of funds legally available if our board of directors, in its discretion, determines to issue dividends and then only at the times and in the amounts that our board of directors may determine. The holders of our Class B common stock and Class C common stock do not have any rights to receive dividends. Liquidation. If we become subject to an event giving rise to our dissolution, liquidation or winding up, the assets legally available for distribution to our stockholders would be distributable ratably among the holders of our Class A common stock, non-voting common stock and any participating preferred stock outstanding at that time ranking on a parity with our Class A common stock with respect to such distribution, subject to prior satisfaction of all outstanding debt and liabilities and the preferential rights of and the payment of liquidation preferences, if any, on any outstanding shares of our Series B mandatory convertible preferred stock and any other outstanding shares of
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preferred stock. The holders of our Class B common stock and Class C common stock do not have any rights to receive distributions upon our dissolution, liquidation or winding up. Voting Rights Except as expressly provided in our Certificate of Incorporation, the holders of our Class A common stock, Class B common stock and Class C common stock will be entitled to vote on all matters on which stockholders of a corporation are entitled to vote under the Delaware General Corporation Law (the “DGCL”), including the election of our board of directors. The holders of non-voting common stock shall have no voting powers on any matter on which the stockholders are required or permitted to vote, except as expressly provided in our Certificate of Incorporation or required by applicable law or regulation. Holders of our Class A common stock are entitled to one vote per share of Class A common stock. On January 31 of each year, our board of directors will determine whether the Ares Ownership Condition (as defined below) is satisfied. The “Ares Ownership Condition” is a determination of our board of directors on or about January 31 of each year as to whether the total voting power held collectively by (i) holders of our Class C common stock (currently only Ares Voting LLC), (ii) persons that were formerly employed by or had provided services to (including as a director), or are then employed by or providing services to (including as a director) us or any of our Affiliates, (iii) any estate, trust, corporation, partnership or limited liability company or other entity of any kind or nature of which any person listed in clause (ii) is a trustee, other fiduciary, manager, partner, member, officer, director or party, respectively, (iv) any estate, trust, corporation, partnership or limited liability company or other entity of any kind or nature for the direct or indirect benefit of the spouse, parents, siblings or children of, or any other natural person who occupies the same principal residence as, any person listed in clause (ii), and the spouses, ancestors or descendants of each of the foregoing and (v) Ares Owners Holdings L.P. (“Ares Owners”) is at least 10% of the voting power of our outstanding Class A common stock and our Class C common stock, voting together as a single class. For purposes of determining whether the Ares Ownership Condition is satisfied, our board of directors will treat as outstanding, and as held by the foregoing persons, all shares of common stock deliverable to such persons pursuant to equity awards granted to such persons. On any date on which the Ares Ownership Condition is satisfied, holders of our Class B common stock are entitled to a number of votes, in the aggregate, equal to (a) (x) four times the aggregate number of votes attributable to the Class A common stock minus (y) the aggregate number of votes attributable to the Class C common stock, divided by (b) the number of shares of Class B common stock outstanding. On any date on which the Ares Ownership Condition is not satisfied, holders of our Class B common stock are not entitled to vote on any matter submitted to a vote of our stockholders. Ares Management GP LLC is the sole holder of shares of our Class B common stock. Ares Voting LLC, the sole holder of our Class C common stock, is generally entitled to a number of votes equal to the number of Ares Operating Group Units (as defined below) held of record by each Ares Operating Group entity (as defined below) (other than us and our subsidiaries). If in the future other persons are admitted to the Ares Operating Group and are issued shares of our Class C common stock, such other holders of our Class C common stock will be entitled, in the aggregate, to a number of votes equal to the number of Ares Operating Group Units held of record by such holder of Class C common stock. If the ratio at which Ares Operating Group Units are exchangeable for shares of our Class A common stock changes from a one-for-one basis, the number of votes to which the holders of the Class C common stock are entitled will be adjusted accordingly. Our Certificate of Incorporation provides that the number of authorized shares of any class of stock, including our Class A common stock, may be increased or decreased (but not below the number of shares of such class then outstanding) with the approval of a majority of the voting power of our outstanding capital stock entitled to vote thereon. However, given the disparity in the voting power of our classes of common stock, on any date on which the Ares Ownership Condition is satisfied, holders of our Class B common stock will control any such vote and are effectively able to approve an increase or decrease in the number of authorized shares of any other class of common stock without a separate vote of the holders of the applicable class of common stock. This could allow holders of our Class B common stock to increase and issue additional shares of Class A common stock and/or Class C common stock beyond what is currently authorized in our Certificate of Incorporation without the consent of the
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holders of the applicable class of common stock. Additional classes of common stock having special voting rights could also be issued. No Preemptive or Similar Rights Our Class A common stock, Class B common stock and Class C common stock are not entitled to preemptive rights and are not subject to conversion, redemption or sinking fund provisions. Our non-voting common stock is not entitled to preemptive rights and is not subject to redemption or sinking fund provisions. Our non-voting common stock is entitled to conversion, effective immediately upon any Widely Dispersed Offering, pursuant to which each share of non-voting common stock so transferred shall automatically be converted into one share of Class A common stock. Exchange Our indirect subsidiary, Ares Holdings L.P. (“Ares Holdings”, and together with any future entity designated by our board of directors in its sole discretion as an Ares Operating Group entity, an “Ares Operating Group entity”) may issue units representing limited partnership interests (a partnership unit in each of the Ares Operating Group entities, collectively, “Ares Operating Group Unit”) that are exchangeable for our Class A common stock pursuant to the Fifth Amended and Restated Exchange Agreement among us and the other parties thereto (the “Exchange Agreement”), on a one-for-one basis, subject to customary adjustments for splits, unit dividends and reclassifications and compliance with applicable lock-up, vesting and transfer restrictions. When Ares Operating Group Units are exchanged for shares of Class A common stock, the number of votes to which the shares of our Class C common stock are entitled shall automatically be reduced by the number of Ares Operating Group Units so exchanged. However, so long as the Ares Ownership Condition is satisfied, the issuance of Class A common stock would increase the number of votes to which holders of Class B common stock are entitled. Limited Call Right If at any time: (i) less than 10% of the then issued and outstanding shares of any class (other than Class B common stock, Class C common stock, non-voting common stock and preferred stock) are held by persons other than any record holder of Class B common stock the members of Ares Partners Holdco LLC (the “Holdco Members”) or their respective affiliates; or (ii) we are subjected to registration under the provisions of the U.S. Investment Company Act of 1940, as amended, we will have the right, which we may assign in whole or in part to any record holder of Class B common stock or any of its affiliates, to acquire all, but not less than all, of the remaining shares of the class held by unaffiliated persons. As a result of our right to purchase outstanding shares of common stock, a stockholder may have their shares purchased at an undesirable time or price. Preferred Stock Our board of directors is authorized, subject to limitations prescribed by the DGCL, to issue preferred stock in one or more series, to establish from time to time the number of shares to be included in each series, and to fix the designation, powers (including voting powers), preferences and rights of the shares of each series and any of its qualifications, limitations or restrictions, in each case without further vote or action by our stockholders (except as may be required by the terms of any preferred stock then outstanding). Our board of directors may also increase (but not above the total number of shares of preferred stock then authorized and available for issuance and not committed for other issuance) or decrease (but not below the number of shares of that series then outstanding) the number of shares of any series of preferred stock, without any further vote or action by our stockholders. The powers, preferences and rights of each series of preferred stock, and the qualification, limitations or restrictions thereof, if
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any, may differ from those of any and all other series at any time outstanding. Our board of directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the proportion of voting power held by, or other relative rights of, the holders of our Class A common stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring or preventing a change in our control of our company and might adversely affect the market price of the Class A common stock or the proportion of voting power held by, or other relative rights of, the holders of the Class A common stock. The only series of preferred stock outstanding is the Series B mandatory convertible preferred stock described below. Series B Mandatory Convertible Preferred Stock On October 10, 2024, we issued 30,000,000 shares of Series B mandatory convertible preferred stock, with an aggregate liquidation preference of $1,500,000,000. Economic rights. Dividends. Dividends on the Series B mandatory convertible preferred stock are payable when, as and if declared by our board of directors out of funds legally available for the payment to the extent paid in cash, at a rate per annum equal to 6.75% of the liquidation preference of $50.00 per share. Dividends on the Series B mandatory convertible preferred stock are payable quarterly in arrears on January 1, April 1, July 1 and October 1 of each year, beginning on January 1, 2025 and ending on, and including, October 1, 2027. Dividends on the Series B mandatory convertible preferred stock are cumulative. In certain cases where we have not declared and paid accumulated dividends in full on the Series B mandatory convertible preferred stock, then, subject to limited exceptions, we will be prohibited from declaring or paying dividends on or repurchasing any shares of our Class A common stock or other junior securities. No Preemptive or Similar Rights. Our Series B mandatory convertible preferred stock is not entitled to preemptive rights or subscription rights and is not subject to sinking fund provisions. Redemption. Our Series B mandatory convertible preferred stock is entitled to redemption upon occurrence of an Acquisition Non-Occurrence Event. Ranking. Shares of the Series B mandatory convertible preferred stock rank senior to our Class A common stock and non-voting common stock with respect to the payment of dividends and the distribution of assets upon our liquidation, dissolution or winding up, and equally with any of our other equity securities, including any other preferred stock, that we may issue in the future, whose terms provide that such securities will rank equally with the Series B mandatory convertible preferred stock with respect to the payment of dividends and distribution of our assets upon our liquidation, dissolution or winding up (“Series B Parity Stock”). Shares of the Series B mandatory convertible preferred stock rank junior to (i) all of our existing and future indebtedness and (ii) any of our equity securities, including preferred stock, that we may issue in the future, whose terms provide that such securities will rank senior to the Series B mandatory convertible preferred stock with respect to the payment of dividends and distribution of our assets upon our liquidation, dissolution or winding up (such equity securities, “Series B Senior Stock”). We currently have no Series B Senior Stock outstanding. While any shares of Series B mandatory convertible preferred stock are outstanding, we may not authorize or create any class or series of Series B senior stock without the approval of two-thirds of the votes entitled to be cast by the holders of outstanding Series B mandatory convertible preferred stock and all other series of Series B Voting Preferred Stock (as defined below), acting as a single class. See “—Voting Rights” below for a discussion of the voting rights applicable if we seek to create any class or series of Series B senior stock. Conversion Rights. Unless previously converted or redeemed, each outstanding share of Series B mandatory convertible preferred stock will automatically convert, for settlement on or about October 1, 2027, into between 0.2717 and 0.3260 shares of our Class A common stock, subject to customary anti-dilution adjustments
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described in the Certificate of Designations (such amounts, as so adjusted, the “Minimum Conversion Rate” and the “Maximum Conversion Rate,” respectively). The conversion rate that will apply to mandatory conversions will be determined based on the average of the daily volume-weighted average prices over the 20 consecutive trading days beginning on, and including, the 21st scheduled trading day immediately before October 1, 2027. The conversion rate applicable to mandatory conversions may in certain circumstances be increased to compensate holders of the Series B mandatory convertible preferred stock for certain unpaid accumulated dividends. Holders of the Series B mandatory convertible preferred stock have the right to convert all or any portion of their shares of Series B mandatory convertible preferred stock at any time before the close of business on the Mandatory Conversion Date. Early conversions that are not in connection with certain corporate events that constitute a Make-Whole Fundamental Change (as defined in the Certificate of Designations) will be settled at the Minimum Conversion Rate. In addition, the conversion rate applicable to such an early conversion may, in certain circumstances, be increased to compensate holders of the Series B mandatory convertible preferred stock for certain unpaid accumulated dividends. If a Make-Whole Fundamental Change occurs, then holders of the Series B mandatory convertible preferred stock will, in certain circumstances, be entitled to convert their Series B mandatory convertible preferred stock at the Make-Whole Fundamental Change Conversion Rate for a specified period of time and receive an amount to compensate them for certain unpaid accumulated dividends and any remaining future scheduled dividend payments. Voting Rights. Except as specifically required by Delaware law or our Certificate of Incorporation, and except as indicated below, the holders of the Series B mandatory convertible preferred stock will have no voting rights. If and whenever accumulated dividends on the outstanding Series B mandatory convertible preferred stock have not been declared and paid in an aggregate amount corresponding to six or more dividend periods, whether or not consecutive (a “Dividend Non- Payment Event”), then, subject to certain restrictions, the authorized number of our board of directors will be increased by two and the holders of the Series B mandatory convertible preferred stock, voting together as a single class with the holders of each class or series of Voting Parity Stock, if any, will have the right to elect two directors (the “Preferred Stock Directors”) to fill such two new directorships at our next annual meeting of stockholders (or, if earlier, at a special meeting of our stockholders called for such purpose). However, as a condition to the election of any such Preferred Stock Director, such election must not cause us to violate any rule of the NYSE or any other securities exchange or other trading facility on which any of our securities are then listed or qualified for trading requiring that a majority of our board of directors be independent (such condition, the “Director Qualification Requirement”). If, following a Dividend Non-Payment Event, all accumulated and unpaid dividends on the outstanding Series B mandatory convertible preferred stock have been paid in full, then the right of the holders of the Series B mandatory convertible preferred stock to elect two Preferred Stock Directors will terminate, the term of office of each person then serving as a Preferred Stock Director will immediately and automatically terminate and the authorized number of our board of directors will automatically decrease by two. The approval of two-thirds of the votes entitled to be cast by the holders of outstanding Series B mandatory convertible preferred stock and all other series of Voting Parity Stock, if any, with similar voting or consent rights with respect to such event, acting as a single class, either at a meeting of stockholders or by written consent, is required in order: (i) to amend or modify the Certificate of Incorporation to authorize or create, or to increase the authorized number of shares of, any class or series of Series B Senior Stock; (ii) to amend, modify or repeal of any provision of the Certificate of Incorporation or the certificate of designations that materially and adversely affects the rights, preferences or voting powers of the Series B mandatory convertible preferred stock (subject to certain exceptions); or
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(iii) to consummate a consolidation or combination with, or merger with or into, another Person, or any binding or statutory share exchange or reclassification involving the Series B mandatory convertible preferred stock, in each case, subject to certain exceptions, unless: (A) the Series B mandatory convertible preferred stock either (x) remains outstanding after such consolidation, combination, merger, share exchange or reclassification; or (y) is converted or reclassified into, or is exchanged for, or represents solely the right to receive, preference securities of the continuing, resulting or surviving Person of such consolidation, combination, merger, share exchange or reclassification, or the parent thereof; (B) the Series B mandatory convertible preferred stock that remains outstanding or such preference securities, as applicable, have rights, preferences and voting powers that, taken as a whole, are not materially less favorable to the holders of the Series B mandatory convertible preferred stock or the holders thereof, as applicable, than the rights, preferences and voting powers, taken as a whole, of the Series B mandatory convertible preferred stock immediately before the consummation of such consolidation, combination, merger, share exchange or reclassification; and (C) if not our company, the issuer of the Series B mandatory convertible preferred stock that remains outstanding or such preference securities, as applicable, is a corporation duly organized and existing under the laws of the United States of America, any State thereof or the District of Columbia (who, if not our company, will, for the avoidance of doubt, succeed our company under this Certificate of Designations). However, holders of the Series B mandatory convertible preferred stock, as such, will not be entitled to vote on an as-converted basis with holders of Class A common stock on matters on which holders of Class A common stock are entitled to vote. Amount payable in liquidation. Upon our voluntary or involuntary liquidation, dissolution or winding up, subject to the rights of any of our creditors or holders of any outstanding liquidation senior stock, each holder of the Series B mandatory convertible preferred stock will be entitled to a payment for the liquidation preference of, and all accumulated and unpaid dividends on, their Series B mandatory convertible preferred stock. Such payment will be made out of our assets or funds legally available for distribution (to the extent available) to the holders of the Series B mandatory convertible preferred stock before any such assets or funds are distributed to, or set aside for the benefit of, holders of our Class A common stock or other junior stock and following the satisfaction of all claims ranking senior to the Series B mandatory convertible preferred stock. Series B Mandatory Convertible Preferred Mirror Units. We contributed the net proceeds from the sale of the Series B mandatory convertible preferred stock in October 2024 to Ares Owners and, in consideration of our contribution, Ares Owners issued to us a new series of preferred units with economic terms designed to mirror those of the Series B mandatory convertible preferred stock, which we refer to as the “Series B Mandatory Convertible Preferred Mirror Units.” The terms of the Series B Mandatory Convertible Preferred Mirror Units provide that unless distributions have been declared and paid or declared and set apart for payment on all Series B Mandatory Convertible Preferred Mirror Units issued by Ares Owners for the then-current quarterly dividend period, then during such quarterly dividend period only, Ares Owners may not repurchase its common units or any junior units and may not declare or pay or set apart payment for distributions on its junior units, other than repurchases, redemptions or other acquisitions pursuant to the Exchange Agreement, distributions paid in junior units or options, warrants or rights to subscribe for or purchase junior units and certain other exceptions. The terms of the Series B Mandatory Convertible Preferred Mirror Units also provide that, in the event that Ares Owners liquidates, dissolves or winds up, Ares Owners may not declare or pay or set apart payment on its common units or any other units ranking junior to the Series B Mandatory Convertible Preferred Mirror Units unless the outstanding liquidation preference on all outstanding Series B Mandatory Convertible Preferred Mirror Units have been repaid via redemption or otherwise. The foregoing is subject to certain exceptions, including, (i) in the case of a merger or consolidation of one or more Ares Operating Group entities in a transaction whereby the surviving person, if not an Ares Operating Group entity immediately prior to such transaction, expressly assumes all of the obligations under the Series B Mandatory Convertible Preferred Mirror Units and satisfies certain other conditions, (ii) the Ares Operating Group entity being sold or disposed of is not a Substantially All Merger or Substantially All Sale (as such
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terms are defined in the Fifth amended and restated LPA of Ares Holdings), (iii) the Ares Operating Group entity being sold or disposed of does not constitute a “significant subsidiary” under Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange Commission, (iv) the Series B mandatory convertible preferred stock have been fully redeemed, (v) transactions where the assets of the Ares Operating Group entity being liquidated, dissolved or wound up are immediately contributed to another Ares Operating Group entity or a subsidiary thereof, or (vi) with respect to an Ares Operating Group entity, a Permitted Transfer or Permitted Reorganization (as such terms are defined in the Fifth amended and restated LPA of Ares Holdings). Conflicts of Interest The DGCL permits corporations to adopt provisions renouncing any interest or expectancy in certain opportunities that are presented to the corporation or its officers, directors or stockholders. Our Certificate of Incorporation, to the maximum extent permitted from time to time by the DGCL, renounces any interest or expectancy that we have in any business ventures of (a) each member of our board of directors and our officers, (b) each record holder of Class B common stock, (c) Ares Management GP LLC (our “Former General Partner”), (d) any person or entity who is or was a “tax matters partner” (as defined in the Internal Revenue Code of 1986, as amended (the “Code”) prior to amendment by P.L. 114-74) or “partnership representative” (as defined in Section 6223 of the Code after amendment by P.L. 114-74), member, manager, officer or director of any record holder of Class B common stock or our Former General Partner, (e) any member, manager, officer or director of any record holder of Class B common stock or our Former General Partner who is or was serving at the request of any record holder of Class B common stock or our Former General Partner as a director, officer, manager, employee, trustee, fiduciary, partner, tax matters partner, partnership representative, member, representative, agent or advisor of another person or entity, (f) any person or entity who controls any record holder of Class B common stock or our Former General Partner and (g) certain other specified persons (collectively, the “Indemnitees”). Our Certificate of Incorporation provides that each Indemnitee has the right to engage in businesses of every type and description, including business interests and activities in direct competition with our business and activities. Our Certificate of Incorporation also waives and renounces any interest or expectancy that we may have in, or right to be offered an opportunity to participate in, business opportunities that are from time to time presented to the Indemnitees. Notwithstanding the foregoing, pursuant to our Certificate of Incorporation, each record holder of Class B common stock has agreed that its sole business will be to act as a record holder of Class B common stock and as a general partner or managing member of any partnership or limited liability company that we may hold an interest in and that it will not engage in any business or activity or incur any debts or liabilities except (x) in connection therewith or (y) in connection with the acquisition, owning or disposing of equity securities of us or any of our subsidiaries. Anti-Takeover Provisions Our Certificate of Incorporation and Bylaws and the DGCL contain provisions, which are summarized in the following paragraphs, that are intended to enhance the likelihood of continuity and stability in the composition of our board of directors and to discourage certain types of transactions that may involve an actual or threatened acquisition of our company. These provisions are intended to avoid costly takeover battles, reduce our vulnerability to a hostile change in control or other unsolicited acquisition proposal, and enhance the ability of our board of directors to maximize stockholder value in connection with any unsolicited offer to acquire us. However, these provisions may have the effect of delaying, deterring or preventing a merger or acquisition of our company by means of a tender offer, a proxy contest or other takeover attempt that a stockholder might consider in its best interest, including attempts that might result in a premium over the prevailing market price for the shares of Class A common stock held by stockholders. Loss of voting rights. If at any time any person or group (other than a record holder of Class B common stock, Ares Owners, a Holdco Member or any of their respective affiliates, or a direct or subsequently approved transferee of the foregoing) beneficially owns 20% or more of any class of our stock then outstanding, that person or group will lose voting rights on all of its shares of stock and such shares of stock may not be voted on any matter as to which such shares may be entitled to vote and will not be considered to be outstanding when sending notices of a meeting of stockholders, calculating required votes, determining the presence of a quorum or for other similar purposes, in each case, as applicable and to the extent such shares of stock are entitled to any vote. These restrictions do not apply to our Class B common stock or non-voting common stock.
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Requirements for advance notification of stockholder proposals. Our Bylaws establish advance notice procedures with respect to stockholder proposals brought forth at annual or special meetings of our stockholders. Generally, to be timely, a stockholder’s notice must be received at our principal executive offices not less than 90 days or more than 120 days prior to the first anniversary date of the immediately preceding annual meeting of stockholders. Our Bylaws also specify requirements as to the form and content of a stockholder’s notice. Our Bylaws allow the chairman of the meeting at a meeting of the stockholders to adopt rules and regulations for the conduct of meetings, which may have the effect of precluding the conduct of certain business at a meeting if the rules and regulations are not followed. These provisions may deter, delay or discourage a potential acquirer from attempting to influence or obtain control of our company. Special stockholder meetings. Our Certificate of Incorporation provides that special meetings of our stockholders may be called at any time only by or at the direction of our board of directors, a record holder of Class B common stock or stockholders representing 50% or more of the voting power of the outstanding stock of the class or classes of stock which are entitled to vote at such meeting. Class A common stock and Class C common stock are considered the same class of common stock for this purpose. Stockholder action by written consent. Pursuant to Section 228 of the DGCL, any action required to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of our stock entitled to vote thereon were present and voted, unless the Certificate of Incorporation provides otherwise or it conflicts with the rules of the NYSE. Our Certificate of Incorporation permits stockholder action by written consent by stockholders other than the Class B Stockholder only if consented to by the board of directors in writing. Amendments to our Certificate of Incorporation requiring Class B Stockholder approval. Except as otherwise expressly provided by applicable law or any certificate of designation for any series of our preferred stock, on any date on which the Ares Ownership Condition is satisfied, only the record holders of Class B common stock shall have the right to vote on certain amendments to our Certificate of Incorporation that are proposed by our board of directors. Such amendments include: (i) any amendment that our board of directors has determined: (A) is necessary or appropriate in connection with (x) a pro rata distribution of shares of our stock or of options, rights, warrants or appreciation rights relating to shares of our stock or (y) a subdivision or combination of our stock, (B) based on the advice of counsel, is necessary or appropriate to prevent us or the Indemnitees from having a material risk of being in any manner subjected to registration under the provisions of the U.S. Investment Company Act of 1940, as amended, the U.S. Investment Advisers Act of 1940, as amended, or “plan asset” regulations adopted under the U.S. Employee Retirement Income Security Act of 1974, as amended, regardless of whether such are substantially similar to plan asset regulations currently applied or proposed by the United States Department of Labor, or (C) is necessary or appropriate to cure any ambiguity, omission, mistake, defect or inconsistency; (ii) any amendment that is expressly permitted by our Certificate of Incorporation to be voted on solely by the record holders of Class B common stock; or (iii) any amendment that reflects a merger or conveyance pursuant to certain provisions of our Certificate of Incorporation that do not require stockholder approval for such a merger or conveyance. Super-majority requirements for certain amendments to our Certificate of Incorporation. Except for amendments to our Certificate of Incorporation that require the sole approval of the record holders of Class B common stock, any amendments to our Certificate of Incorporation require the vote or consent of stockholders holding at least 90% of the voting power of our Class A common stock and Class C common stock, voting together as a single class, unless we obtain an opinion of counsel confirming that such amendment would not affect the
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limited liability of any of our stockholders under the DGCL. Any amendment of this provision of our Certificate of Incorporation also requires the vote or consent of stockholders holding at least 90% of the voting power of our Class A common stock and Class C common stock, voting together as a single class. Merger, sale or other disposition of assets. Our Certificate of Incorporation provides that we may, with the approval of the record holders of at least a majority in voting power of our Class A common stock and Class C common stock, and, on any date on which the Ares Ownership Condition is satisfied, with the approval of the record holders of our Class B common stock, sell, exchange or otherwise dispose of all or substantially all of our assets in a single transaction or a series of related transactions, or consummate any merger, consolidation or other similar combination, or approve the sale, exchange or other disposition of all or substantially all of the assets of our subsidiaries, except that no approval of our Class A common stock and Class C common stock shall be required in the case of certain limited transactions involving our reorganization into another limited liability entity where the governing instruments of the resulting entity provide our stockholders with substantially the same rights and obligations as are contained in our Certificate of Incorporation. We may in our sole discretion mortgage, pledge, hypothecate or grant a security interest in all or substantially all of our assets (including for the benefit of persons other than us or our subsidiaries) without the prior approval of the holders of our Class A common stock and Class C common stock. We may also sell all or substantially all of our assets under any forced sale of any or all of our assets pursuant to the foreclosure or other realization upon those encumbrances without the prior approval of the holders of our Class A common stock and Class C common stock. Preferred stock. If holders of any preferred stock that we may issue have the right to require us to redeem all or a portion of their series of preferred stock upon the occurrence of a change of control event, third parties may be discouraged from pursuing certain transactions with us that may otherwise be in the best interest of our stockholders. Choice of forum. The Court of Chancery of the State of Delaware (or, solely to the extent that the Court of Chancery lacks subject matter jurisdiction, any other court in the State of Delaware with subject matter jurisdiction) is the exclusive forum for resolving any claims, suits, actions or proceedings arising out of or relating in any way to our Certificate of Incorporation (including any claims, suits or actions to interpret, apply or enforce (i) the provisions of our Certificate of Incorporation or our Bylaws, (ii) our duties, obligations or liabilities to our stockholders, or of our stockholders to us, or among our stockholders, (iii) the rights or powers of, or restrictions on, us or any of our stockholders, (iv) any provision of the DGCL or (v) any other instrument, document, agreement or certificate contemplated by any provision of the DGCL relating to us (regardless of whether such claims, suits, actions or proceedings (x) sound in contract, tort, fraud or otherwise, (y) are based on common law, statutory, equitable, legal or other grounds or (z) are derivative or direct claims)). Business Combinations We have opted out of Section 203 of the DGCL, which provides that an “interested stockholder” (a person other than the corporation or any direct or indirect majority-owned subsidiary who, together with affiliates and associates, owns, or, if such person is an affiliate or associate of the corporation, within three years did own, 15% or more of the outstanding voting stock of a corporation) may not engage in “business combinations” (which is broadly defined to include a number of transactions, such as mergers, consolidations, asset sales and other transactions in which an interested stockholder receives or could receive a financial benefit on other than a pro rata basis with other stockholders) with the corporation for a period of three years after the date on which the person became an interested stockholder without certain statutorily mandated approvals. Indemnification of Directors and Officers Our Certificate of Incorporation provides that in most circumstances we will indemnify the following persons, to the fullest extent permitted by law, from and against all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claim, demand, action, suit or proceeding, whether civil, criminal, administrative or investigative, and whether formal or informal, and including appeals, in
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which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee, whether arising from acts or omissions to act occurring on, before or after the date of its Certificate of Incorporation, on an after tax basis: (a) each member of our board of directors and each of our officers, (b) each record holder of Class B common stock, (c) our Former General Partner, (d) any person or entity who is or was a tax matters partner or partnership representative, member, manager, officer or director of any record holder of Class B common stock or our Former General Partner, (e) any member, manager, officer or director of any record holder of Class B common stock or our Former General Partner who is or was serving at the request of any record holder of Class B common stock or our Former General Partner as a director, officer, manager, employee, trustee, fiduciary, partner, tax matters partner, partnership representative, member, representative, agent or advisor of another person or entity; provided that such a person or entity will not be indemnified solely for providing, on a fee-for-services basis or similar arm’s-length compensatory basis, agency, advisory, consulting, trustee, fiduciary or custodial services, (f) any person or entity who controls any record holder of Class B common stock or the Former General Partner and (g) any person a record holder of Class B common stock, in its sole discretion, designates as an Indemnitee. We agree to provide this indemnification unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that these persons acted in bad faith or with criminal intent. Any indemnification under these provisions will only be out of our assets. We are not personally liable for, and do not have any obligation to contribute or loan funds or assets to the board of directors to enable it to effectuate, indemnification. We may purchase insurance against liabilities asserted against and expenses incurred by persons for our activities, regardless of whether we would have the power to indemnify the person against liabilities under our Certificate of Incorporation. Transfer Agent and Registrar The transfer agent and registrar for our Class A common stock, non-voting common stock, Class B common stock, Class C common stock and Series B mandatory convertible preferred stock is Equiniti Trust Company, LLC. The transfer agent and registrar’s address is 6201 15th Avenue, Brooklyn, New York 11219, and its telephone number is (800) 937-5449. Listing Our Class A common stock and Series B mandatory convertible preferred stock are listed on the NYSE under the ticker symbol “ARES” and “ARES.PRB,” respectively.
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Exhibit 10.5 FIFTH AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT This FIFTH AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT (this “Agreement”), datedas of February 24, 2026 (the “Effective Date”), is entered into by and among Ares Management Corporation, aDelaware corporation (the “Parent”), Ares Holdings L.P., a Delaware limited partnership (“Ares Holdings”), allother Persons (as defined herein) in which the Parent or any of its Subsidiaries (as defined herein) acquires apartnership interest or similar interest after the Effective Date and who execute and deliver a joinder contemplatedin Section 7.12 (together with Ares Holdings, the “Partnerships”), Ares Owners Holdings L.P., a Delaware limitedpartnership (“AOH”), Alleghany Insurance Holdings LLC, a Delaware limited liability company (“Alleghany”) andeach of the parties set forth on Schedule A maintained by the Parent (the “Limited Partners” and together with AOHand Alleghany, the “TRA Holders”). RECITALS WHEREAS, TRA Holders directly or indirectly hold limited partnership interests in each of thePartnerships (“Partnership Units”), and each of the Partnerships is classified as a partnership for U.S. federalincome tax purposes; WHEREAS, as of the Effective Date, the Parent or its direct or indirect Subsidiary is the general partner ofthe Partnership in which the Parent owns an interest; WHEREAS, pursuant to and subject to the provisions of the Exchange Agreement (as defined below), TRAHolders are entitled to surrender Partnership Units to the Partnerships in exchange for the delivery by thePartnerships of Class A Shares, cash or other consideration and the general partners of the Partnerships have asuperseding right to acquire such Partnership Units for Class A Shares, cash or other consideration; WHEREAS, each of the Partnerships will, and certain of their direct and indirect Subsidiaries that aretreated as partnerships for U.S. federal income tax purposes may, have in effect an election under Section 754 ofthe Code, for each Taxable Year in which a taxable exchange of Partnership Units for Class A Shares, cash or otherconsideration occurs, which election is intended to result in an adjustment to the tax basis of the assets owned bythe Partnerships at the time of such an exchange of Partnership Units for Class A Shares, cash or otherconsideration (collectively, an “Exchange”, the date of such Exchange, the “Exchange Date”, and such assets andany asset whose tax basis is determined, in whole or in part, by reference to the adjusted basis of any such asset, the“Reference Assets”) by reason of such Exchange and the receipt of payments under this Agreement; WHEREAS, the income, gain, loss, expense and other Tax items of (i) the Partnerships solely with respect to theParent may be affected by the Basis Adjustment (as defined below) and (ii) the Parent may be affected by theImputed Interest (as defined below); WHEREAS, effective as of March 1, 2018, Ares Management, L.P., a Delaware limited partnership and thepredecessor of the Parent (“Ares LP”), elected to be classified as an association taxable as a corporation for U.S.federal income tax purposes pursuant to Treasury Regulation Section 301.7701-3(c) (the “Tax Election”); WHEREAS, certain of the parties to this Agreement entered into the Amended and Restated Tax ReceivableAgreement, effective as of March 1, 2018, to make certain arrangements with respect to the effect of the BasisAdjustment and Imputed Interest on the actual liability for Taxes of the Parent (and, prior to the InternalRestructuring (as defined below), Ares Holdings Inc., a Delaware Corporation (“Holdings Inc.”); WHEREAS, effective as of November 26, 2018, Ares LP filed with the Secretary of State of the State ofDelaware a Certificate of Conversion to convert to the Parent, in accordance with the Delaware GeneralCorporation Law and the Delaware Revised Uniform Limited Partnership Act (the “Conversion”);
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WHEREAS, certain of the parties to this Agreement entered into the Second Amended & Restated TaxReceivable Agreement, effective as of November 26, 2018 (the “A&R Agreement”), in connection with theConversion, on the terms and subject to the conditions set forth therein; WHEREAS, effective as of April 1, 2021, (a) Holdings Inc. merged with and into Ares Holdco LLC (“AresHoldco LLC”), with Ares Holdco LLC continuing as the surviving entity, (b) Ares Offshore Holdings, Ltd. mergedwith and into Ares Silo Merger Sub LLC (“Merger LLC”), with Merger LLC continuing as the surviving entity, (c)Merger LLC merged with and into Ares Holdco LLC, with Ares Holdco LLC continuing as the surviving entity, (d)Ares AI Holdings, L.P. merged with and into AI Holdco LLC (“AI Holdco LLC”), with AI Holdco LLC continuingas the surviving entity, (e) AI Holdco LLC merged with and into Ares Holdco LLC, with Ares Holdco LLCcontinuing as the surviving entity, (f) AOF Holdco LLC merged with and into Ares Holdco LLC, with Ares HoldcoLLC continuing as the surviving entity, (g) Ares Investments L.P. merged with and into Ares Holdings, with AresHoldings continuing as the surviving entity, and (h) Ares Offshore Holdings Delaware L.P. merged with and intoAres Holdings, with Ares Holdings continuing as the surviving entity (collectively, the “Internal Restructuring”); WHEREAS, in connection with the Internal Restructuring, certain of the parties to this Agreement enteredinto this Third Amended and Restated Tax Receivable Agreement, effective as of April 2, 2021 (the “Third A&RAgreement”); and WHEREAS, on May 1, 2023, certain parties to the Agreement amended and restated the Third A&RAgreement in the form of the Fourth A&R Agreement; and WHEREAS, certain parties to the Agreement now desire to amend and restate the Fourth A&R Agreementas set forth below. NOW, THEREFORE, the parties agree as follows: ARTICLE IDEFINITIONS Section 1.01. Definitions. As used in this Agreement, the terms set forth in this Article I shall have thefollowing meanings. “A&R Agreement” is defined in the Recitals of this Agreement. “Advisory Firm” means Kirkland & Ellis LLP, other advisors as indicated by the Parent or any otheraccounting firm or law firm that is nationally recognized as being expert in Tax matters and that is designated assuch by the Board. “Advisory Firm Letter” means a letter from the Advisory Firm stating that the relevant schedule, notice orother information to be provided or made available by the Parent to TRA Holders or the Principals, as the case maybe, and all supporting schedules and work papers were prepared in a manner consistent with the terms of thisAgreement and, to the extent not expressly provided in this Agreement, on a reasonable basis in light of the factsand law in existence on the date such schedule, notice or other information is delivered or made available to theTRA Holders or the Principals, as the case may be. “Affiliate” means, with respect to any Person, any other Person that directly or indirectly, through one ormore intermediaries, Controls, is Controlled by, or is under common Control with, such first Person. “Agreed Rate” means SOFR plus 100 basis points. “Agreement” is defined in the Preamble of this Agreement. “AI Holdco LLC” is defined in the Recitals of this Agreement.
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“Alleghany” is defined in the Preamble of this Agreement. “Amended Schedule” is defined in Section 2.04(b) of this Agreement. “AOH” is defined in the Preamble of this Agreement. “AOH Partnership Agreement” means the limited partnership agreement of AOH. “AOH Units” means limited partnership interests in AOH. “Ares Group” means, collectively, the Parent, the Partnerships and any other entity designated by the Boardas being a member of the Ares Group. “Ares Holdco LLC” is defined in the Recitals of this Agreement. “Ares Holdings” is defined in the Preamble of this Agreement. “Ares LP” is defined in the Recitals of this Agreement. “Bankruptcy Code” means The Bankruptcy Reform Act of 1978, codified as 11 U.S.C. Section 101 et seq. “Basis Adjustment” means the adjustment to the tax basis of a Reference Asset under Sections 1012, 732,734(b), 743(b) and 754 of the Code and, in each case, comparable sections of U.S. state and local and foreign taxlaws (as calculated under Section 2.01 of this Agreement) as a result of an Exchange and the payments madepursuant to this Agreement. In the case of an interest in a Partnership that owns a Reference Asset and that has beenthe subject of an Exchange, if at any time after such Exchange, the interest is transferred to (i) the Parent or (ii) anyentity that is owned directly or indirectly in whole or in part by the Parent or that is a member of an affiliated orconsolidated group of corporations described in Section 7.11(b) that includes the Parent, the Basis Adjustment forsuch Reference Asset shall include, to the extent reasonably determined to be appropriate by the Parent, anyadjustment to the tax basis of the Reference Asset under Sections 1012, 732, 734(b), 743(b) and 754 of the Codeand, in each case, comparable sections of U.S. state and local and foreign tax laws (as calculated under Section 2.01of this Agreement) as a result of such transfer to the extent such adjustment does not exceed the unamortized BasisAdjustment for the Reference Asset as determined immediately before such transfer. Notwithstanding any otherprovision of this Agreement, the amount of any Basis Adjustment resulting from an Exchange of one or morePartnership Units shall be determined separately for each such Exchange and without regard to any Pre-ExchangeTransfer of such Partnership Units and as if any such Pre-Exchange Transfer had not occurred. A “Beneficial Owner” of a security is a Person who directly or indirectly, through any contract,arrangement, understanding, relationship or otherwise has or shares: (i) voting power, which includes the power tovote, or to direct the voting of, such security or (ii) investment power, which includes the power to dispose, or todirect the disposition of, such security. The terms “Beneficially Own” and “Beneficial Ownership” shall havecorrelative meanings. “Board” means the board of directors of the Parent. “Business Day” means Monday through Friday of each week, except that a legal holiday recognized as suchby the U.S. government or the State of New York shall not be regarded as a Business Day. “Change of Control” means the occurrence of any of the following events: (i) any Person or any group of Persons acting together which would constitute a “group” for purposes ofSection 13(d) of the Securities and Exchange Act of 1934, excluding a group of Persons, which, if it includes anyPrincipal or any of its Affiliates, includes all Principals then employed by the Parent or any of its Affiliates, is orbecomes the Beneficial Owner, directly or indirectly, of securities of
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the Parent representing more than 50% of the combined voting power of the Parent’s then outstanding votingsecurities; or (ii) the stockholders of the Parent approve a plan of complete liquidation or dissolution of the Parent orthere is consummated an agreement or series of related agreements for the sale or other disposition, directly, orindirectly, by the Parent of all or substantially all of the Parent’s assets, other than such sale or other disposition bythe Parent of all or substantially all of the Parent’s assets to an entity, at least 50% of the combined voting power ofthe voting securities of which are owned by stockholders of the Parent in substantially the same proportions as theirownership of the Parent immediately prior to such sale. Notwithstanding the foregoing, a “Change of Control” shall not be deemed to have occurred (i) by virtue ofthe consummation of any transaction or series of integrated transactions immediately following which the recordholders of the stock of the Parent immediately prior to such transaction or series of transactions continue to havesubstantially the same proportionate ownership in an entity which owns all or substantially all of the assets of theParent immediately following such transaction or series of transactions, or (ii) as a result of the Conversion. “Class A Shares” means shares of Class A common stock of the Parent. “Code” means the Internal Revenue Code of 1986. “Control” means the possession, direct or indirect, of the power to direct or cause the direction of themanagement and policies of a Person, whether through ownership of voting securities, by contract or otherwise. “Conversion” is defined in the Recitals of this Agreement. “Default Rate” means SOFR plus 500 basis points. “Delaware General Corporation Law” means the General Corporation Law of the State of Delaware, 8 Del.C. § 101, et seq. “Delaware Revised Uniform Limited Partnership Act” means the Revised Uniform Limited Partnership Actof the State of Delaware, 6 Del. C. §17-101, et seq. “Determination” has the meaning ascribed to such term in Section 1313(a) of the Code or similar provisionof U.S. state and local and foreign tax law, as applicable, or any other event (including the execution of an IRSForm 870-AD (Waiver of Restrictions on Assessment and Collection of Deficiency in Tax and Acceptance ofOverassessment)) that finally and conclusively establishes the amount of any liability for Tax. “Early Termination Date” means the date of an Early Termination Notice for purposes of determining theEarly Termination Payment. “Early Termination Notice” is defined in Section 4.02 of this Agreement. “Early Termination Objection Notice” is defined in Section 4.02 of this Agreement. “Early Termination Schedule” is defined in Section 4.02 of this Agreement. “Early Termination Payment” is defined in Section 4.03(b) of this Agreement. “Early Termination Rate” means the lesser of (i) 6.5% and (ii) the Agreed Rate. “Effective Date” is defined in the Preamble of this Agreement. “Exchange” is defined in the Recitals of this Agreement.
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“Exchange Agreement” means the Sixth Amended and Restated Exchange Agreement dated as of May 8,2025, among the Parent, the Partnerships and the other parties thereto, as such agreement may be amended,amended and restated or otherwise modified from time to time. “Exchange Basis Schedule” is defined in Section 2.02 of this Agreement. “Exchange Date” is defined in the Recitals of this Agreement. “Exchange Payment” means any Tax Benefit Payment or Early Termination Payment required to be madeby the Parent to the TRA Holders under this Agreement. “Exchange Price” is the amount of cash, Class A Shares or other consideration transferred to a holder ofPartnership Units pursuant to an Exchange as payment for the exchanged Partnership Units, other than amountspayable pursuant to this Agreement. “Expert” is defined in Section 7.09 of this Agreement. “Holdcos” means, collectively, the Parent and any other entity designated as a Holdco by the Board. “Holdings Inc.” is defined in the Recitals of this Agreement. “Imputed Interest” means any interest imputed under Section 1272, 1274, 483 or other provision of theCode and any similar provision of state, local and foreign tax law with respect to payment obligations under thisAgreement. “Internal Restructuring” is defined in the Recitals of this Agreement. “IRS” means the U.S. Internal Revenue Service. “Limited Partner” is defined in the Preamble of this Agreement. “Market Value” means the closing price of the Class A Shares on the applicable Exchange Date on thenational securities exchange or interdealer quotation system on which such Class A Shares are then traded or listed(the “National Exchange”), as reported in the principal consolidated transaction reporting system of the NationalExchange. If the closing price is not so reported on the applicable Exchange Date, then the Market Value shallmean the closing price of the Class A Shares on the Business Day immediately preceding such Exchange Date onthe National Exchange, as reported in the principal consolidated transaction reporting system of the NationalExchange. If the Class A Shares are not then listed on a national securities exchange or interdealer quotationsystem, “Market Value” shall mean the cash consideration paid for Class A Shares, or the fair market value of theother property delivered for Class A Shares, as determined by the Parent in good faith. “Merger LLC” is defined in the Recitals of this Agreement. “Net Tax Benefit” is defined in Section 3.01(b) of this Agreement. “Non-Stepped Up Tax Basis” means, with respect to any asset at any time, the tax basis that such assetwould have had at such time if no Basis Adjustment had been made. “Non-Stepped Up Tax Liability” means, with respect to any Taxable Year, the liability for Taxes of theParent or any Partnership in which the Parent directly or indirectly owns an interest, but only with respect to Taxesimposed on such Partnership and allocable to the Parent, but using the Non-Stepped Up Tax Basis instead of the taxbasis of the Reference Assets attributable to each Partnership and excluding any deduction attributable to theImputed Interest. “Objection Notice” is defined in Section 2.04(a) of this Agreement.
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“Parent” is defined in the Preamble of this Agreement. “Partnership Agreement” means, with respect to a Partnership, the limited partnership agreement or similaragreement of such Partnership. “Partnership Units” is defined in the Recitals of this Agreement. “Partnerships” is defined in the Preamble of this Agreement. “Payment Date” means any date on which a payment is required to be made pursuant to this Agreement. “Person” means any individual, corporation, firm, partnership, joint venture, limited liability company,estate, trust, business association, organization, governmental entity or other entity. “Pre-Exchange Transfer” means any direct or indirect transfer of one or more Partnership Units (i) thatoccurs prior to an Exchange of such Partnership Units, and (ii) to which either Section 734(b) or 743(b) of the Codeapplies. “Principals” means the Persons set forth on Schedule B hereto and any additional Persons who may fromtime to time be designated by the Board as Principals; provided that (i) unless the Parent determines otherwise, ifany Principal is an employee of the Parent or one or more of its Subsidiaries or Affiliates as of April 1, 2021 orthereafter-, such Person shall cease to be a Principal once such Person ceases to be an employee of the Parent orone or more of its Subsidiaries or Affiliates and (ii) a Person will be a Principal only with respect to the provisionsof this Agreement, and subject to the limitations, set forth on Schedule B. “Put Right” means a contractual right, pursuant to which a TRA Holder has the right, but not the obligation,to cause the Partnerships or their Affiliates to redeem all, or a portion of, such TRA Holder’s Partnership Units at apredetermined price. “Realized Tax Benefit” means, for a Taxable Year, the excess, if any, of the Non-Stepped Up Tax Liabilityover the actual liability for Taxes of the Parent or any Partnership in which the Parent directly or indirectly owns aninterest, but only with respect to Taxes imposed on such Partnership and allocable to the Parent, using the “with orwithout” methodology. If all or a portion of the actual tax liability for Taxes for the Taxable Year arises as a resultof an audit by a Taxing Authority of any Taxable Year, such liability shall not be included in determining theRealized Tax Benefit unless and until there has been a Determination. “Realized Tax Detriment” means, for a Taxable Year, the excess, if any, of the actual liability for Taxes ofthe Parent or any Partnership in which the Parent directly or indirectly owns an interest, but only with respect toTaxes imposed on such Partnership and allocable to the Parent, over the Non-Stepped Up Tax Liability for suchTaxable Year using the “with or without” methodology. If all or a portion of the actual tax liability for Taxes for theTaxable Year arises as a result of an audit by a Taxing Authority of any Taxable Year, such liability shall not beincluded in determining the Realized Tax Detriment unless and until there has been a Determination. “Reconciliation Dispute” is defined in Section 7.09 of this Agreement. “Reconciliation Procedures” means those procedures set forth in Section 7.09 of this Agreement. “Reference Assets” is defined in the Recitals of this Agreement. “Schedule” means any Exchange Basis Schedule, Tax Benefit Schedule and the Early TerminationSchedule. “SOFR” means a rate per annum equal to (a) the forward-looking secured overnight financing rate for aborrowing of one month as published by the SOFR Administrator on the SOFR Administrator’s
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Website on the day immediately following the applicable measurement date plus (b) 0.10%. Such measurementdate shall be: (i) the due date (without extensions) for filing the Parent’s Tax Return with respect to Taxes for suchTaxable Year for purposes of calculating the Agreed Rate and (ii) the due date in respect of any Exchange Paymentnot made for purposes of calculating the Default Rate. Notwithstanding the foregoing, if at any time, for anyreason, SOFR shall no longer be publicly available, the Parent will replace SOFR with a successor rate. “SOFR Administrator” means the NYFRB (or a successor administrator of the secured overnight financingrate). “SOFR Administrator’s Website” means the website of the NYFRB, currently athttp://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such bythe SOFR Administrator from time to time. “Subsequent Exchange” is defined in Section 4.01 of this Agreement. “Subsidiaries” means, with respect to any Person, any other Person as to which such Person, owns, directlyor indirectly, or otherwise controls more than 50% of the voting shares or other similar interests or the generalpartner interest, managing member interest or similar interest of such Person. “Tax Benefit Payment” is defined in Section 3.01(b) of this Agreement. “Tax Benefit Schedule” is defined in Section 2.03 of this Agreement. “Tax Election” is defined in the Recitals of this Agreement. “Tax Return” means any return, declaration, report or similar statement required to be filed with respect toTaxes (including any attached schedules), including any information return, claim for refund, amended return anddeclaration of estimated Tax. “Taxable Year” means a taxable year as defined in Section 441(b) of the Code or comparable section ofstate, local or foreign tax law, as applicable, (and, therefore, for the avoidance of doubt, may include a period ofless than 12 months for which a Tax Return is made) ending on or after the Exchange Date in which there is a BasisAdjustment due to an Exchange. “Taxes” means any and all U.S. federal, state, local and foreign taxes, assessments or similar chargesmeasured with respect to net income or profits and any interest related to such Tax. “Taxing Authority” means any domestic, foreign, federal, national, state, county or municipal or other localgovernment, any subdivision, agency, commission or authority thereof, or any quasi-governmental body exercisingany taxing authority or any other authority exercising Tax regulatory authority. “Third A&R Agreement” is defined in the Recitals of this Agreement. “TRA Holder” is defined in the Preamble of this Agreement, and for the avoidance of doubt shall notinclude any direct or indirect holder of Partnership Units that is not a party to this Agreement. “Treasury Regulations” means the final, temporary and proposed regulations under the Code promulgatedfrom time to time (including corresponding provisions and succeeding provisions) as in effect for the relevanttaxable period. “Valuation Assumptions” means, as of an Early Termination Date, with respect to the Parent, theassumptions that (1) in each Taxable Year ending on or after such Early Termination Date, the Parent will havetaxable income sufficient to fully utilize the tax benefits arising from the Basis Adjustment and the Imputed Interestduring such Taxable Year, (2) the federal income tax rates and state, local and foreign income tax rates that will bein effect for each such Taxable Year will be those specified for each such Taxable Year by the Code and other lawas in effect on the Early Termination Date, (3) any loss
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carryovers generated by the Basis Adjustment or the Imputed Interest and available as of the date of the EarlyTermination Schedule will be utilized by the Parent on a pro rata basis from the date of the Early Termination Datethrough the scheduled expiration date of such loss carryovers, (4) any non-amortizable assets are deemed to bedisposed of (A) with respect to fund related assets, pro-rata over the number of years remaining under the originalfund agreement until expected liquidation (without extensions) of the applicable fund (or, (y) if such expectedliquidation date has passed, on the Early Termination Date and (z) if with respect to “evergreen” funds, aftereighteen (18) months) and (B) with respect to all other assets, on the fifteenth anniversary of the earlier of the BasisAdjustment and the Early Termination Date and (5) if an Early Termination is effected prior to an Exchange ofPartnership Units, the first sentence of Section 2.01 shall be read to include the cash, Class A Shares or otherconsideration that would be transferred if the Exchange occurred on the Early Termination Date. Section 1.01. Interpretation. Unless a clear contrary intention appears: (i) the defined terms herein shallapply equally to both the singular and plural forms of such terms; (ii) reference to any Person includes suchPerson’s successors and assigns but, if applicable, only if such successors and assigns are not prohibited by thisAgreement, and reference to a Person in a particular capacity excludes such Person in any other capacity orindividually; (iii) any pronoun shall include the corresponding masculine, feminine and neuter forms; (iv) referenceto any agreement, document or instrument means such agreement, document or instrument as amended or modifiedand in effect from time to time in accordance with the terms thereof; (v) reference to any law, rule or regulationmeans such law, rule or regulation as amended, modified, codified, replaced or reenacted, in whole or in part, andin effect from time to time, including rules and regulations promulgated thereunder, and reference to any section orother provision of any law, rule or regulation means that provision of such law, rule or regulation from time to timein effect and constituting the substantive amendment, modification, codification, replacement or reenactment ofsuch section or other provision; (vi) “hereunder,” “hereof,” “hereto,” and words of similar import shall be deemedreferences to this Agreement as a whole and not to any particular article, section or other provision hereof; (vii)numbered or lettered articles, sections and subsections herein contained refer to articles, sections and subsections ofthis Agreement; (viii) “including” (and with correlative meaning “include”) means including without limiting thegenerality of any description preceding such term; (ix) “or” is used in the inclusive sense of “and/or”; (x) referencesto documents, instruments or agreements shall be deemed to refer as well to all addenda, exhibits, schedules oramendments thereto; and (xi) reference to dollars or $ shall be deemed to refer to U.S. dollars. ARTICLE IIDETERMINATION OF REALIZED TAX BENEFIT Section 2.01. Basis Adjustment. The Parent and the Partnerships, on the one hand, and the TRA Holders, onthe other hand, acknowledge that, as a result of an Exchange, the Parent’s tax basis in the applicable ReferenceAssets shall be increased, if at all, as provided in the definition of Basis Adjustment. For the avoidance of doubt,payments made under this Agreement shall not be treated as resulting in a Basis Adjustment to the extent suchpayments are treated as Imputed Interest. The parties agree that (i) all Tax Benefit Payments attributable to theBasis Adjustments (other than amounts treated as interest under the Code) (A) will be treated as purchase priceadjustments that result in additional Basis Adjustments to the Reference Assets for the Parent and (B) have theeffect of creating additional Basis Adjustments to the Reference Assets for the Parent in the year such Tax BenefitPayments are made, and (ii) as a result, such additional Basis Adjustments will be included in computing thecurrent year’s Tax Benefit Payment calculation and included in computing future years’ Tax Benefit Paymentcalculations, as appropriate. Section 2.02. Exchange Basis Schedule. Within 90 calendar days after the filing of the U.S. federal incometax return of the Parent for each Taxable Year in which any Exchange has been effected, the Parent shall deliver tothe Principals, at any Principal’s request, a schedule (an “Exchange Basis Schedule”) that shows, in reasonabledetail, for purposes of Taxes, (i) the actual unadjusted tax basis of the Reference Assets as of each applicableExchange Date, (ii) the Basis Adjustment with respect to the Reference Assets as a result of the Exchanges effectedin such Taxable Year, calculated in the aggregate and separately stated for each applicable TRA Holder, (iii) theperiod or periods, if any, over which the Reference Assets are amortizable or depreciable and (iv) the period orperiods, if any, over which each Basis Adjustment is amortizable or depreciable (which, for non-amortizable assetsshall be based on the Valuation Assumptions). For the avoidance of doubt, after a Principal has surrendered all ofits
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Partnership Units under the Exchange Agreement, the Parent shall no longer be obligated to provide an ExchangeBasis Schedule (other than an Amended Schedule or an Exchange Basis Schedule for any previous Taxable Year inwhich the Principal surrendered its Partnership Units under the Exchange Agreement) with respect to suchPrincipal under this Section 2.02. Section 2.03. Tax Benefit Schedule. Within 90 calendar days after the filing of the U.S. federal income taxreturn of the Parent for any Taxable Year in which there is a Realized Tax Benefit or Realized Tax Detriment, theParent shall provide to the Principals, at any Principal’s request, a schedule showing, in reasonable detail, thecalculation of the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year setting forth the RealizedTax Benefit or Realized Tax Detriment, as the case may be, for each TRA Holder (a “Tax Benefit Schedule”). TheSchedule will become final as provided in Section 2.04(a) and may be amended as provided, and subject to theprocedures set forth, in Section 2.04(b). For the avoidance of doubt, if a Principal has surrendered all of itsPartnership Units under the Exchange Agreement and is no longer entitled to receive a Tax Benefit Payment underthis Agreement, the Parent shall no longer be obligated to provide a Tax Benefit Schedule (other than an AmendedSchedule or a Tax Benefit Schedule for any previous Taxable Year with respect to which the Principal received aTax Benefit Payment) with respect to such Principal under this Section 2.03. Section 2.04. Procedures, Amendments (a) Procedure. Every time the Parent delivers to the Principals an applicable Schedule underthis Agreement, including any Amended Schedule delivered pursuant to Section 2.04(b), but excluding any EarlyTermination Schedule or amended Early Termination Schedule, the Parent shall also (x) deliver to the Principalsschedules and work papers providing reasonable detail regarding the preparation of the Schedule and an AdvisoryFirm Letter supporting such Schedule and (y) allow the Principals reasonable access at no cost to the appropriaterepresentatives at the Parent and the Advisory Firm in connection with a review of such Schedule. The applicableSchedule shall become final and binding on all parties unless a Principal, within 30 calendar days after receiving anExchange Basis Schedule or amendment thereto or 30 calendar days after receiving a Tax Benefit Schedule oramendment thereto, provides the Parent with notice (an “Objection Notice”) of a material objection to suchSchedule made in good faith; provided that only Principals (or their designees) shall have the right to object to anySchedule or Amended Schedule pursuant to this Section 2.04. If the parties, for any reason, are unable tosuccessfully resolve the issues raised in such Objection Notice within 30 calendar days of receipt by the Parent ofthe Objection Notice, if with respect to an Exchange Basis Schedule, or 30 calendar days of receipt by the Parent ofthe Objection Notice, if with respect to a Tax Benefit Schedule, after such Schedule was delivered to the Principals,the Parent and such Principal shall employ the Reconciliation Procedures. (b) Amended Schedule. The applicable Schedule for any Taxable Year may be amended fromtime to time by the Parent (i) in connection with a Determination affecting such Schedule, (ii) to correct materialinaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to aTaxable Year after the date the Schedule was made available to the Principals, (iii) to comply with the Expert’sdetermination under the Reconciliation Procedures, (iv) to reflect a material change in the Realized Tax Benefit orRealized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other tax itemto such Taxable Year, (v) to reflect a material change in the Realized Tax Benefit or Realized Tax Detriment forsuch Taxable Year attributable to an amended Tax Return filed for such Taxable Year, or (vi) to adjust the ExchangeBasis Schedule to take into account payments made pursuant to this Agreement (such Schedule, an “AmendedSchedule”). ARTICLE IIITAX BENEFIT PAYMENTS Section 3.01. Payments (a) Payments. Within five calendar days of a Tax Benefit Schedule (or any amendmentthereto) becoming final in accordance with Section 2.04(a) the Parent shall pay to each applicable TRA Holder forsuch Taxable Year the Tax Benefit Payment determined pursuant to Section 3.01(b). The portion of such TaxBenefit Payment that is payable to a particular TRA Holder shall
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be determined by taking into account (A) in the case of an Exchange by a TRA Holder (other than pursuant to theexercise of a Put Right), the portion of such Tax Benefit Payment attributable to such TRA Holder’s Exchanges and(B) in the case of AOH, the portion of such Tax Benefit Payment attributable to: (x) an Exchange pursuant to theexercise of a Put Right; (y) an Exchange by any Series (as defined in the AOH Partnership Agreement) pursuant toa Block Exchange (as defined in the Exchange Agreement) or similar transaction by such Series or (z) an Exchangeprior to the Effective Date by a holder of Partnership Units who is not a TRA Holder, in all cases, for such TaxableYear, relative to the aggregate Tax Benefit Payments attributable to all Exchanges for such Taxable Year, providedthat such accounting shall be determined by the Parent in good faith and exercising reasonable discretion. Eachsuch Tax Benefit Payment shall be made by wire transfer of immediately available funds to a bank accountpreviously designated by the applicable TRA Holder. For the avoidance of doubt, no Tax Benefit Payment shall bemade in respect of estimated tax payments, including federal income tax payments. For the avoidance of doubt, (A)no Tax Benefit Payment shall be made to any current or former holder of AOH Units or Partnership Units that isnot a party to this Agreement and (B) AOH shall not be entitled to Tax Benefit Payments attributable to Exchangeson or after the Effective Date by holders of Partnership Units who are not TRA Holders. Notwithstanding anythingherein to the contrary, in no event shall the aggregate Tax Benefit Payments to any TRA Holder (other thanamounts treated as interest under the Code) in respect of the Exchanges under this Agreement exceed an amountequal to 85% of the portion of the Exchange Price paid to such TRA Holder (or in the case of AOH, the ExchangePrice paid to the holders of Partnership Units who are not party to this Agreement and who effect their Exchangesprior to the Effective Date or the Exchange Price paid pursuant to the exercise of a Put Right, as applicable)pursuant to such Exchanges. (b) A “Tax Benefit Payment” means an amount, not less than zero, equal to 85% of the sum ofthe Net Tax Benefit and the Interest Amount. The “Net Tax Benefit” shall equal: (1) the Parent’s Realized TaxBenefit, if any, for a Taxable Year plus (2) the excess of the Realized Tax Benefit reflected on an amended TaxBenefit Schedule for a previous Taxable Year over the Realized Tax Benefit (or Realized Tax Detriment (expressedas a negative number)) reflected on the Tax Benefit Schedule for such previous Taxable Year, minus (3) an amountequal to the Parent’s Realized Tax Detriment (if any) for the current or any previous Taxable Year, minus (4) theexcess of the Realized Tax Benefit reflected on a Tax Benefit Schedule for a previous Taxable Year over theRealized Tax Benefit (or Realized Tax Detriment (expressed as a negative number)) reflected on the amended TaxBenefit Schedule for such previous Taxable Year; provided that (x) to the extent the amounts described in 3.01(b)(2), (3) and (4) were taken into account in determining any Tax Benefit Payment in a preceding Taxable Year, suchamounts shall not be taken into account in determining a Tax Benefit Payment attributable to any other TaxableYear and (y) no TRA Holder shall be required to return any portion of any previously made Tax Benefit Payment.The “Interest Amount” shall equal the interest on the Net Tax Benefit calculated at the Agreed Rate from the duedate (without extensions) for filing the Parent’s Tax Return with respect to Taxes for such Taxable Year until thePayment Date. For the avoidance of doubt, the Net Tax Benefit shall be calculated based on the Parent’sconsolidated taxable income pursuant to Section 7.11(b), but the Imputed Interest shall be calculated based on theportion of the Tax Benefit Payment attributable to the Realized Tax Benefit generated by each Partnership.Notwithstanding the foregoing, for each Taxable Year ending on or after the date of a Change of Control, all TaxBenefit Payments, whether paid with respect to Partnership Units that were exchanged (i) prior to the date of suchChange of Control or (ii) on or after the date of such Change of Control, shall be calculated by utilizing ValuationAssumptions (1), (3), and (4), substituting in each case the terms “the closing date of a Change of Control” for an“Early Termination Date”. Section 3.02. No Duplicative Payments. It is intended that the above provisions of this Agreement will notresult in duplicative payment of any amount (including interest) required under this Agreement. It is also intendedthat the provisions of this Agreement provide that 85% of the Parent’s Realized Tax Benefit and Interest Amount ispaid to the TRA Holders pursuant to this Agreement. The provisions of this Agreement shall be construed in theappropriate manner so that such intentions are realized. Section 3.03. Pro Rata Payments. For the avoidance of doubt, to the extent the Parent’s utilization of Taxbenefits with respect to a Basis Adjustment is limited in a particular Taxable Year, or the Parent lacks sufficientfunds to satisfy its obligations to make all Tax Benefit Payments due in a particular taxable year, the limitation onsuch Tax benefit shall be taken into account, or the Tax Benefit Payments
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shall be made, as the case may be, to each TRA Holder on a pro rata basis which reflects the proportion of the totalamount of Tax benefits attributable to such TRA Holder relative to the aggregate Tax benefits for all of the TRAholders (as determined by the Parent in good faith and exercising reasonable discretion). ARTICLE IVTERMINATION Section 4.01. Early Termination and Breach of Agreement. (a) The Parent may terminate this Agreement with respect to all of the Partnership Units held(or previously held and exchanged) by the TRA Holders, or indirectly held by holders of AOH Units, at any time bypaying to the TRA Holders the Early Termination Payment; provided that (a) this Agreement shall only terminateupon the receipt of the Early Termination Payment by the TRA Holders, and (b) the Parent may withdraw anynotice to execute its termination rights under this Section 4.01 prior to the time at which any Early TerminationPayment has been paid. Upon payment of the Early Termination Payments by the Parent, the Parent shall not haveany further payment obligations under this Agreement in respect of the TRA Holders, other than for any (a) TaxBenefit Payment agreed to by the Parent and the Principals as due and payable but unpaid as of the EarlyTermination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of theEarly Termination Notice (except to the extent that the amount described in clause (b) is included in the EarlyTermination Payment). If an Exchange occurs after the Parent exercises its termination rights under thisSection 4.01, the Parent shall have no obligations under this Agreement with respect to such Exchange. (b) If the Parent breaches any of its material obligations under this Agreement, whether as aresult of failure to make any payment when due, failure to honor any other material obligation required hereunderor by operation of law as a result of the rejection of this Agreement in a case commenced under the BankruptcyCode or otherwise, then all obligations hereunder shall be accelerated and such obligations shall be calculated as ifan Early Termination Notice had been delivered on the date of such breach and shall include, but not be limited to,(1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of abreach, (2) any Tax Benefit Payment agreed to by the Parent and any TRA Holders as due and payable but unpaidas of the date of a breach, and (3) any Tax Benefit Payment due for the Taxable Year ending with or including thedate of a breach. Notwithstanding the foregoing, if the Parent breaches this Agreement, the TRA Holders shall beentitled to elect to receive the amounts set forth in (1), (2) and (3), above or to seek specific performance of theterms hereof. The failure to make any payment due pursuant to this Agreement within three months of the date suchpayment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of thisAgreement; provided that it will not be considered to be a breach of a material obligation under this Agreement tomake a payment due pursuant to this Agreement if such payment is made within three months of the date suchpayment is due. (c) The undersigned parties agree that the aggregate value of the Tax Benefit Paymentscannot be ascertained with any reasonable certainty for U.S. federal income tax purposes. Section 4.02. Early Termination Notice. If the Parent chooses to exercise its right of early termination underSection 4.01 above, the Parent shall deliver to the TRA Holders notice of such intention to exercise such right(“Early Termination Notice”) and shall deliver to the Principals a schedule (the “Early Termination Schedule”)specifying the Parent’s intention to exercise such right and showing in reasonable detail the calculation of the EarlyTermination Payment. The applicable Early Termination Schedule shall become final and binding on all partiesunless a Principal, within 30 calendar days after receiving the Early Termination Schedule thereto provides theParent with notice (“Early Termination Objection Notice”) of a material objection to such Schedule made in goodfaith. If the parties, for any reason, are unable to successfully resolve the issues raised in such notice within 30calendar days after receipt by the Parent of the Early Termination Objection Notice, the Parent and a Principal shallemploy the Reconciliation Procedures as described in Section 7.09 of this Agreement. Section 4.03. Payment upon Early Termination. (a) Within three calendar days after agreement between thePrincipals and the Parent of the Early Termination Schedule, the Parent shall pay to the TRA
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Holders an amount equal to the Early Termination Payment. Such payment shall be made by wire transfer ofimmediately available funds to the bank accounts designated by each of the TRA Holders. (b) The “Early Termination Payment” as of the date of the delivery of an Early TerminationSchedule shall equal with respect to a TRA Holder the present value, discounted at the Early Termination Rate as ofsuch date, of all Tax Benefit Payments that would be required to be paid by the Parent to such TRA Holderbeginning from the Early Termination Date assuming the Valuation Assumptions are applied. ARTICLE VLATE PAYMENTS Section 5.01. Late Payments by the Parent. The amount of all or any portion of any Exchange Payment notmade to the TRA Holders when due under the terms of this Agreement shall be payable together with any interestthereon, computed at the Default Rate and commencing from the date on which such Exchange Payment was dueand payable. ARTICLE VINO DISPUTES; CONSISTENCY; COOPERATION Section 6.01. Principal Participation in the Parent’s and Partnerships’ Tax Matters. Except as otherwiseprovided herein, the Parent shall have full responsibility for, and sole discretion over, all Tax matters concerning theParent and the Partnerships, including the preparation, filing or amending of any Tax Return and defending,contesting or settling any issue pertaining to Taxes. Notwithstanding the foregoing, the Parent shall notify eachPrincipal of, and keep the Principals reasonably informed with respect to the portion of any audit of the Parent andthe Partnerships by a Taxing Authority the outcome of which is reasonably expected to affect any TRA Holder’srights and obligations under this Agreement, and shall provide to the Principals reasonable opportunity to provideinformation and other input to the Parent, the Partnerships and their respective advisors concerning the conduct ofany such portion of such audit; provided that the Parent and each of the Partnerships shall not be required to takeany action that is inconsistent with any provision of any of the Partnership Agreements. Section 6.02. Consistency. Except upon the written advice of an Advisory Firm, the Parent and the TRAHolders agree to report and cause to be reported for all purposes, including federal, state, local and foreign taxpurposes and financial reporting purposes, all Tax-related items (including the Basis Adjustment and each TaxBenefit Payment) in a manner consistent with that specified by the Parent in any Schedule required to be providedby or on behalf of the Parent under this Agreement. Section 6.03. Cooperation. The TRA Holders shall (a) furnish to the Parent in a timely manner suchinformation, documents and other materials as the Parent may reasonably request for purposes of making anydetermination or computation necessary or appropriate under this Agreement, preparing any Tax Return orcontesting or defending any audit, examination or controversy with any Taxing Authority, (b) make themselvesreasonably available to the Parent and its representatives to provide explanations of documents and materials andsuch other information as the Parent or its representatives may reasonably request in connection with any of thematters described in clause (a) above, and (c) reasonably cooperate in connection with any such matter, and theParent shall reimburse the TRA Holders for any reasonable and documented third-party costs and expensesincurred pursuant to this Section 6.03. ARTICLE VIIMISCELLANEOUS Section 7.01. Notices. All notices, requests, claims, demands and other communications hereunder shall bein writing and shall be deemed duly given and received (a) on the date of delivery if delivered personally, or byemail upon confirmation of transmission by the sender’s server if sent on a Business Day (or otherwise on the nextBusiness Day) or (b) on the first Business Day following the date of dispatch if delivered by a recognized next-daycourier service. All notices hereunder shall be delivered as set forth below or pursuant to such other instructions asmay be designated in writing by the party to receive such notice:
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If to the Parent, to: Ares Management Corporation1800 Avenue of the Stars, Suite 1400Los Angeles, California 90067(T) (310) 201-4100Attention: General CounselEmail: GeneralCounsel@aresmgmt.com with a copy to: Kirkland & Ellis LLP 2049 Century Park East, Suite 3700Los Angeles, California 90067(T) (310) 552-4200Attention: Philippa Bond, P.C. Jonathan Benloulou, P.C.Email: Philippa Bond, P.C. jonathan.benloulou@kirkland.com If to the Parent, any Partnership or AOH, to: c/o Ares Management Corporation1800 Avenue of the Stars, Suite 1400Los Angeles, California 90067(T) (310) 201-4100Attention: General CounselEmail: GeneralCounsel@aresmgmt.com with a copy to: Kirkland & Ellis LLP 2049 Century Park East, Suite 3700Los Angeles, California 90067(T) (310) 552-4200Attention: Philippa Bond, P.C. Jonathan Benloulou, P.C.Email: pippa.bond@kirkland.com jonathan.benloulou@kirkland.com If to Alleghany, to: The address and electronic mail address set forth in the records of the Partnerships. If to a Limited Partner, to: The address and electronic mail address set forth in the records of AOH. Any party may change its address or electronic mail address by giving the other party written notice of suchnew address in the manner set forth above.
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Section 7.02. Counterparts. This Agreement may be executed in one or more counterparts (including byfacsimile or electronic transmission), all of which shall constitute one and the same instrument. Section 7.03. Entire Agreement; No Third Party Beneficiaries. This Agreement constitutes the entireagreement and supersedes all prior agreements and understandings, both written and oral, among the parties withrespect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of eachparty hereto and their respective successors and permitted assigns, and nothing in this Agreement, express orimplied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoeverunder or by reason of this Agreement. Section 7.04. Governing Law. This Agreement shall be construed and enforced, along with any rights,remedies, or obligations provided for hereunder, in accordance with the laws of the State of Delaware applicable tocontracts made and to be performed entirely within the State of Delaware by residents of the State of Delaware;provided, that the enforceability of Section 7.08 shall be governed by the Federal Arbitration Act, 9 U.S.C. § 1 etseq., and not the laws of the State of Delaware. Section 7.05. Severability. Whenever possible, each provision or portion of any provision of this Agreementshall be interpreted in such manner as to be effective and valid under applicable law, but if any provision or portionof any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under anyapplicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any otherprovision or portion of any provision in such jurisdiction, and this Agreement shall be reformed, construed andenforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision hadnever been contained herein, if the economic and legal substance of the arrangements contemplated hereby are notaffected in any manner materially adverse to any party hereto. Upon such a determination, the Parent and thePrincipals shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties asclosely as possible in an acceptable manner that the transactions contemplated hereby shall be consummated asoriginally contemplated to the fullest extent possible. Section 7.06. Successors; Assignment; Amendments; Waivers. No TRA Holder may assign this Agreementto any Person without the prior written consent of the Parent; provided that (i) except with respect to a transfer ofPartnership Units (including indirectly through a transfer of AOH Units), to the extent the Partnership Units areeffectively transferred by a TRA Holder (including indirectly through a transfer of AOH Units) in accordance withthe terms of the relevant Partnership Agreements (or the AOH Partnership Agreement), the transferring TRAHolder shall have the option to assign to the transferee of such Partnership Units (including indirectly through atransfer of AOH Units) the transferring TRA Holder’s rights under this Agreement, as long as such transferee hasexecuted and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, inform and substance reasonably satisfactory to the Parent, agreeing to become a “TRA Holder” for all purposes ofthis Agreement, except as otherwise provided in such joinder, and (ii) once an Exchange has occurred, any and allpayments that may become payable to a TRA Holder pursuant to this Agreement with respect to such Exchangemay be assigned to any Person or Persons, as long as any such Person has executed and delivered, or, in connectionwith such assignment, executes and delivers, a joinder to this Agreement, in form and substance reasonablysatisfactory to the Parent. For the avoidance of doubt, to the extent a Principal or other Person transfers PartnershipUnits (including indirectly through a transfer of AOH Units) to another Principal, the Principal receiving suchPartnership Units (including indirectly through a transfer of AOH Units) shall have all rights under this Agreementwith respect to such transferred Partnership Units as such Principal has, under this Agreement, with respect to theother Partnership Units directly or indirectly held by such Principal. No provision of this Agreement may be amended unless such amendment is approved in writing by theParent and by the Principals that control, directly or indirectly, at least two-thirds of the Partnership Units held byall Principals; provided that no such amendment shall be effective if such amendment will have a disproportionateadverse effect on the payments certain TRA Holders will or may receive under this Agreement unless all such TRAHolders disproportionately adversely affected consent in writing. No provision of this Agreement may be waivedunless such waiver is in writing and signed by the party against whom the waiver is to be effective.
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All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of andshall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administratorsand legal representatives. The Parent shall require and cause any direct or indirect successor (whether by purchase,merger, consolidation or otherwise) to all or substantially all of the business or assets of the Parent, by writtenagreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extentthat the Parent would be required to perform if no such succession had taken place. Notwithstanding anything tothe contrary herein, if a Principal transfers Partnership Units (including indirectly through a transfer of AOHUnits), to a Permitted Transferee (as defined in the relevant Partnership Agreements), excluding any otherPrincipal, such Principal shall have the right, on behalf of such transferee, to enforce the provisions of Sections2.04, 4.02 or 6.01 with respect to such transferred Partnership Units. Section 7.07. Headings. All headings herein are inserted only for convenience and ease of reference and arenot to be considered in the construction or interpretation of any provision of this Agreement. Section 7.08. Resolution of Disputes. (a) Any and all disputes, claims or controversies arising out of orrelating to this Agreement, including any and all disputes, claims or controversies arising out of or relating to (i) theparties to this Agreement, (ii) any party’s rights and obligations hereunder, (iii) the validity or scope of anyprovision of this Agreement, (iv) whether a particular dispute, claim or controversy is subject to arbitration underthis Section 7.08, and (v) the power and authority of any arbitrator selected hereunder, that are not resolved bymutual agreement shall be submitted to final, binding and confidential arbitration in Los Angeles, California,before one arbitrator, conducted by the Judicial Arbitration and Mediation Services/Endispute, Inc. (“JAMS”), orits successor. Disputes shall be resolved in accordance with the Federal Arbitration Act, 9 U.S.C. §§1–16, andJAMS’ Comprehensive Arbitration Rules and Procedures then in effect. The arbitrator will have the same, but nogreater, remedial authority than would a court of law and shall issue a written decision including the arbitrator’sessential findings and conclusions and a statement of the award. Judgment upon the award rendered by thearbitrator may be entered by any court having jurisdiction thereof. The prevailing party in any such arbitrationproceeding, as determined by the arbitrator, or in any proceeding to enforce the arbitration award, will be entitled,to the extent permitted by law, to reimbursement from the other party for all of the prevailing party’s costs(including but not limited to the arbitrator’s compensation), expenses and attorneys’ fees. If no party entirelyprevails in such arbitration or proceeding, the arbitrator or court shall apportion an award of such fees based on therelative success of each party. In the event of a conflict between this provision and any provision in the applicablerules of JAMS, the provisions of this Agreement will prevail. The parties to the arbitration shall participate in thearbitration in good faith. (b) The provisions of this Section 7.08 may be enforced by any court of competent jurisdiction, and,to the extent permitted by law, the party seeking enforcement shall be entitled to an award of all costs, fees andexpenses, including attorneys’ fees, to be paid by the party against whom enforcement is ordered. Notwithstandingany provision of this Agreement to the contrary, a party to an arbitration pursuant to this Section 7.08 shall beentitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any violation ofthe provisions of this Agreement pending a final determination on the merits by the arbitrator, and each partyconsents that such a restraining order or injunction may be granted without the necessity of posting any bond. (c) The details of any arbitration pursuant to this Section 7.08, including the existence and/oroutcome of such arbitration and any information obtained in connection with any such arbitration, shall be keptstrictly confidential and shall not be disclosed or discussed with any person not a party to the arbitration; providedthat such party may make such disclosures as are required by applicable law or legal process; provided further thatsuch party may make such disclosures to its, his or her attorneys, accountants or other agents and representativeswho reasonably need to know the disclosed information in connection with any arbitration pursuant to thisSection 7.08 and who are obligated to keep such information confidential to the same extent as such party. If eitherparty to the arbitration, as the case may be, receives a subpoena or other request for information from a third partythat seeks disclosure of any information that is required to be kept confidential pursuant to the prior sentence, orotherwise believes that it, he or she may be required to disclose any such information, such the party to thearbitration, as the case may be, shall (i) promptly notify the other party to the arbitration and (ii) reasonablycooperate with
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such other party in taking any legal or otherwise appropriate actions, including the seeking of a protective order, toprevent the disclosure, or otherwise protect the confidentiality, of such information. Section 7.09. Reconciliation. If the Parent and a Principal are unable to resolve a disagreement with respectto the matters governed by Sections 2.04, 4.02 and 6.02 within the relevant period designated in this Agreement(“Reconciliation Dispute”), the Reconciliation Dispute shall be submitted for determination to a nationallyrecognized expert (the “Expert”) in the particular area of disagreement mutually acceptable to both parties. TheExpert shall be a partner in a nationally recognized accounting firm or a law firm (other than the Advisory Firm),and the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with theParent, an Affiliate of the Parent or such Principal or other actual or potential conflict of interest. If the parties areunable to agree on an Expert within 15 days of receipt by the respondent(s) of written notice of a ReconciliationDispute, the Expert shall be appointed by the International Chamber of Commerce Centre for Expertise. The Expertshall resolve any matter relating to the Exchange Basis Schedule or an amendment thereto or the Early TerminationSchedule or an amendment thereto within 30 calendar days and shall resolve any matter relating to a Tax BenefitSchedule or an amendment thereto within 15 calendar days or as soon thereafter as is reasonably practicable, ineach case after the matter has been submitted to the Expert for resolution. Notwithstanding the preceding sentence,if the matter is not resolved before any payment that is the subject of a disagreement is due or any Tax Returnreflecting the subject of a disagreement is due, such payment shall be made on the date prescribed by thisAgreement and such Tax Return may be filed as prepared by the Parent, subject to adjustment or amendment uponresolution. The costs and expenses relating to the engagement of such Expert or amending any Tax Return shall beborne by the Parent; except as provided in the next sentence. The Parent and each Principal shall bear their owncosts and expenses of such proceeding, unless the Principal has a prevailing position that is more than 10% of thepayment at issue, in which case the Parent shall reimburse such Principal for any reasonable out-of-pocket costsand expenses in such proceeding. Any dispute as to whether a dispute is a Reconciliation Dispute within themeaning of this Section 7.09 shall be decided by the Expert. The determinations of the Expert pursuant to thisSection 7.09 shall be final and binding on the Parent and such Principal and may be entered and enforced in anycourt having jurisdiction. Section 7.10. Withholding. The Parent shall be entitled to deduct and withhold from any payment payablepursuant to this Agreement such amounts as the Parent is required to deduct and withhold with respect to themaking of such payment under the Code, or any provision of state, local or foreign tax law. To the extent thatamounts are so withheld and paid over to the appropriate Taxing Authority by the Parent, such withheld amountsshall be treated for all purposes of this Agreement as having been paid to such TRA Holder. The TRA Holders shallprovide the Parent with such withholding and other tax certificates (including all required attachments) as may bereasonably requested from time to time. Section 7.11. Affiliated Corporations of the Holdcos; Consolidated Group; Transfers of Corporate Assets. (a) Holdcos (other than the Parent) shall provide that all provisions of this Agreement shallcorrespondingly apply, including the payment of Tax Benefit Payments by any corporation owned directly orindirectly in whole or in part, now or in the future, by such Holdcos, with respect to any Realized Tax Benefit withrespect to limited partnership interests in the other Ares Group entities, that are part of the Exchange and in whichsuch corporation owns an interest, under the same terms and conditions as set forth in this Agreement, and suchHoldcos shall cause such corporation to execute and deliver a joinder to this Agreement to such effect. If anyHoldco (other than the Parent) elects to be treated or is otherwise treated as a corporation for tax purposes (which,for the avoidance of doubt, shall include the Parent for this purpose), then the provisions of this Agreement shallapply (w) to such Holdco or such entity as the case may be in the same manner as it applies to the Parent and (x) toeach partnership, limited partnership and limited liability company Controlled by any such Holdco as if each suchentity were a Partnership; provided that, if any Partnership Units or limited partnership interests in other AresGroup entities were Exchanged prior to an event described in the foregoing clause above or prior to theeffectiveness of the Tax Election, then (y) such Exchange shall be treated for purposes of this Agreement as havingoccurred immediately after such event at the Market Value in existence at the time of such prior Exchange, and(z) the entity that is to be treated in the same manner as the Parent shall be required to make, or the Parent shallmake on its behalf, the same Tax Benefit Payments pursuant to the terms of this Agreement that it
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would have been required to make had it been treated in the same manner as the Parent on the date of suchExchange; provided that such Tax Benefit Payments shall be payable only with respect to (I) Reference Assets thatare still owned at the time of the event described in the foregoing clause above or prior to the effectiveness of theTax Election, and (II) taxable years of such entity ending on or after the date of the event described in the foregoingclause above or ending on or after the effectiveness of the Tax Election. (b) Each of the parties hereto agree that (i) the Parent is the common parent of an affiliated orconsolidated group of corporations that files a consolidated income tax return pursuant to Sections 1501 et seq. ofthe Code, and (ii) the liability for Taxes of the Parent shall be calculated based on the consolidated net income ofsuch affiliated or consolidated group and the provisions of this Agreement shall be applied with respect to suchgroup as a whole and Tax Benefit Payments shall be computed with reference to the consolidated taxable income ofsuch group as a whole, including with respect to any Holdco that elects to be treated or is otherwise treated as acorporation for tax purposes that becomes a member of such group. (c) If any entity that is obligated to make an Exchange Payment hereunder transfers one or moreassets to a corporation with which such entity does not file a consolidated tax return pursuant to Section 1501 of theCode or any corresponding provisions of state, local or foreign law, such entity, for purposes of calculating theamount of any Exchange Payment (e.g., calculating the gross income of the entity and determining the RealizedTax Benefit of such entity) due hereunder, shall be treated as having disposed of such asset in a fully taxabletransaction on the date of such contribution. The consideration deemed to be received by such entity shall be equalto the fair market value of the contributed asset, plus (i) the amount of debt to which such asset is subject, in thecase of a contribution of an encumbered asset or (ii) the amount of debt allocated to such asset, in the case of acontribution of a partnership interest. Section 7.12. Partnerships. The Parent agrees that, to the extent it acquires a general partnership interest,managing member interest or similar interest in any Person after the Effective Date, it shall cause such Person toexecute and deliver a joinder to this Agreement and become a “Partnership” for all purposes of this Agreement. Section 7.13. Conclusive Nature of Calculations. All determinations, interpretations, calculations,adjustments and other actions of the Parent or any Partnership or a designee of any of the foregoing that are withinsuch Person’s authority hereunder (including in connection with the preparation of any Schedule) shall be made ingood faith by such Person and shall be binding and conclusive absent manifest error. In connection with any suchdetermination, interpretation, calculation, adjustment or other action, the Parent or any Partnership or the designeeof any of the foregoing shall be entitled to resolve any ambiguity with respect to the manner in which suchdetermination, interpretation, calculation, adjustment or other action is to be made or taken, and shall be entitled tointerpret the provisions of this Agreement, in such a manner as it determines to be fair and equitable, and suchresolution or interpretation shall be binding and conclusive absent manifest error. [Signatures on following pages]
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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first written above. Ares Management Corporation By: /s/ Naseem Sagati Aghili Name: Naseem Sagati Aghili Title: Authorized Signatory
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ARES HOLDINGS L.P. By: Ares Holdco LLC, its general partner By: /s/ Naseem Sagati Aghili Name: Naseem Sagati Aghili Title: Authorized Signatory ARES OWNERS HOLDINGS L.P. By: Ares Partners Holdco LLC, its generalpartner By: /s/ Naseem Sagati Aghili Name: Naseem Sagati Aghili Title: Authorized Signatory
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Limited Partner signatures on file with the Parent.
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Schedule A [On file with the Parent]
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Schedule B Michael J Arougheti (for all purposes) David B. Kaplan (for all purposes) John H. Kissick (for all purposes) Antony P. Ressler (for all purposes) Bennett Rosenthal (for all purposes) References to John H. Kissick in the capacity of a “Principal” under the Agreement shall be deemed to be references to the estate of John H. Kissick. 1 1
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Exhibit 21.1 Significant Subsidiaries - December 31, 2025 Entity Jurisdiction Ares Holdco LLC Delaware Ares Holdings L.P. Delaware Ares Finance Co. LLC Delaware Ares Finance Co. II LLC Delaware Ares Finance Co. III LLC Delaware Ares Finance Co. IV LLC Delaware Ares Management Worldwide Holdings LLC Delaware Ares AMWH Holdings, Inc. Delaware Ares Investments Holdings LLC Delaware Ares Management Holdings L.P. Delaware Ares Management LLC Delaware Ares Operations LLC Delaware BootstrapLabs IP Ventures, LLC Delaware Ares European Operations S.à r.l. Luxembourg Ares Management Capital Markets LLC Delaware Ares Wealth Management Solutions, LLC Colorado Ares Management PL LLC Delaware Ares Insurance Solutions LLC Delaware Ares Capital Management LLC Delaware Ares Capital Management II LLC Delaware Ares Capital Management III LLC Delaware Ares Management Limited England and Wales Ares Management Luxembourg Luxembourg Ares Management UK Limited England and Wales Ares Commercial Real Estate Management LLC Delaware Ares Australia Holdings LLC Delaware Ares India Management (US) LLC Delaware Ares Operations India Private Limited India AOI Holdings, LLC Delaware Ares Administrative Services (DIFC) Limited Dubai ACE IV GP LLC Delaware Ares Capital Europe IV GP S.à r.l. Luxembourg Ares Capital Europe IV GP (Delaware), L.P. Delaware ACE V GP LLC Delaware Ares Capital Europe V GP S.à r.l. Luxembourg Ares Capital Europe V GP (Delaware), LP Delaware ACE VI GP LLC Delaware ACE VI RNF GP LLC Delaware Ares Capital Europe VI GP S.à r.l. Luxembourg Ares Capital Europe VI GP (Delaware), LP Delaware
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Ares PCS Management GP II, LLC Delaware Ares PCS Management II, L.P. Delaware Ares SDL Capital Investors GP LLC Delaware Ares SDL Capital Management LLC Delaware SDL Management GP, L.P. Cayman Islands CION Ares Management, LLC Delaware Ares Alternative Credit Management LLC Delaware APC Management GP LLC Delaware APC Management, L.P. Delaware APF Management II GP LLC Delaware APF Management II, L.P. Delaware ASOF Investment Management, LLC Delaware ASOF Management II GP LLC Delaware ASOF Management II, L.P. Delaware ACOF Investment Management LLC Delaware ACOF Management V GP LLC Delaware ACOF Management V, L.P. Delaware Ares PE Co-Invest GP LLC Delaware ACOF Management VI GP LLC Delaware ACOF Management VI, L.P. Delaware AESIF GP LLC Delaware AESIF Europe GP S.à r.l. Luxembourg Double Diamond LLC Delaware Ares Industrial Real Estate Fund Manager LLC Delaware Ares Industrial Real Estate Fund GP LLC Delaware AIREF Cayman GP LLC Delaware AIREF Lux GP S.à r.l. Luxembourg AIREIT Incentive Fee GP LLC Delaware AREIT Incentive Fee GP LLC Delaware Landmark Partners, LLC Delaware Landmark Equity Advisors, L.L.C. Delaware Landmark Partners XVI-GP, L.P. Delaware Ares Blossom Non-US Holdings Limited Cayman Islands Ares Blossom Non-US Fund Management Holdings LLC Cayman Islands GLP Japan Logistics Income Fund GP, Pte. Ltd. Singapore JIF Japan Partners GP, Pte. Ltd. Singapore GLP JIF SMA Fund I GP Pte. Ltd. Singapore GCP Europe Management S.à r.l. Luxembourg Japan Income Fund GK Japan GLP Japan Inc. Japan GLP Japan Advisors, Inc. Japan EIP II GP S.à r.l. Luxembourg
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Exhibit 23.1 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the following Registration Statements: (1) Registration Statement (Form S-8 No. 333-195627) pertaining to Ares Management Corporation 2014 Equity Incentive Plan, (2) Registration Statement (Form S-8 No. 333-202901) pertaining to Ares Management Corporation 2014 Equity Incentive Plan, (3) Registration Statement (Form S-8 No. 333-218063) pertaining to Ares Management Corporation 2014 Equity Incentive Plan, (4) Registration Statement (Form S-3 No. 333-211068) of Ares Management Corporation, (5) Registration Statement (Form S-3ASR No. 333-211239) of Ares Management Corporation, (6) Registration Statement (Form S-3ASR No. 333-216251) of Ares Management Corporation, (7) Registration Statement (Form S-3ASR No. 333-236771) of Ares Management Corporation, (8) Registration Statement (Form S-8 No. 333-225271) pertaining to Ares Management Corporation Second Amended & Restated2014 Equity Incentive Plan, (9) Registration Statement (Form S-8 No. 333-233394) pertaining to Ares Management Corporation Second Amended & Restated 2014 Equity Incentive Plan, (10) Registration Statement (Form S-8 No. 333-246350) pertaining to Ares Management Corporation Second Amended & Restated 2014 Equity Incentive Plan, (11) Registration Statement (Form S-8 No. 333-258777) pertaining to Ares Management Corporation Third Amended & Restated 2014 Equity Incentive Plan, (12) Registration Statement (Form S-8 No. 333-266785) pertaining to Ares Management Corporation Third Amended & Restated 2014 Equity Incentive Plan, (13) Registration Statement (Form S-3ASR No. 333-270053) of Ares Management Corporation, (14) Registration Statement (Form S-3ASR No. 333-271085) of Ares Management Corporation, (15) Registration Statement (Form S-8 POS No. 333-266785) pertaining to Ares Management Corporation Third Amended & Restated 2014 Equity Incentive Plan, and 2023 Equity Incentive Plan, and (16) Registration Statement (Form S-8 No. 333-273232) pertaining to Ares Management Corporation 2023 Equity Incentive Plan of our reports dated February 25, 2026, with respect to the consolidated financial statements of Ares Management Corporation and the effectiveness of internal control over financial reporting of Ares Management Corporation included in this Annual Report (Form 10-K) for the year ended December 31, 2025. /s/ Ernst & Young LLP Los Angeles, California February 25, 2026
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Exhibit 31.1 Certification of Chief Executive Officer of Periodic Report Pursuant to Rule 13a-14(a) and Rule 15d- 14(a) I, Michael J Arougheti, certify that: 1. I have reviewed this Annual Report on Form 10-K of Ares Management Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: February 25, 2026 /s/ Michael J Arougheti Name: Michael J Arougheti Title: Co-Founder & Chief Executive Officer (Principal Executive Officer)
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Exhibit 31.2 Certification of Chief Financial Officer of Periodic Report Pursuant to Rule 13a-14(a) and Rule 15d-14(a) I, Jarrod Phillips, certify that: 1. I have reviewed this Annual Report on Form 10-K of Ares Management Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: February 25, 2026 /s/ Jarrod Phillips Name: Jarrod Phillips Title: Chief Financial Officer (Principal Financial & Accounting Officer)
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Exhibit 32.1 Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 In connection with the Annual Report on Form 10-K of Ares Management Corporation (the “Company”) for the year ended December 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Michael J Arougheti, as Chief Executive Officer of the Company, and Jarrod Phillips, as Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge: 1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: February 25, 2026 /s/ Michael J Arougheti Name: Michael J Arougheti Title: Co-Founder & Chief Executive Officer (Principal Executive Officer) /s/ Jarrod Phillips Name: Jarrod Phillips Title: Chief Financial Officer (Principal Financial & Accounting Officer) A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Ares Management Corporation and will be retained by Ares Management Corporation and furnished to the Securities and Exchange Commission or its staff upon request.