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ARESAres Management

Financials · Asset Management · NYSE
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The 10-K against last year's

501 changes: 106 added, 90 removed, 302 reworded, 3 quiet changes

10-K Feb 25, 2026 vs Feb 27, 2025
Risk FactorsRedline ↓
18.0%
of the text changed · 53,753 words now
29.7%
of the text changed · 28,147 words now
Legal ProceedingsRedline ↓
40.8%
of the text changed · 1,652 words now
Accounting PoliciesRedline ↓
19.5%
of the text changed · 7,886 words now

10-K 0001628280-26-011413 (2026-02-25) vs 10-K 0001628280-25-008665 (2025-02-27)

The redline

The paragraph that changed most in each section

Marked against last year's 10-K: cut words struck through, new words highlighted and underlined.

MD&A 766 words changed in this paragraph; it is 50% similar to last year's version.
Year ended December 31, 2025 Year ended December 31, 2024 Year ended December 31, 2023 Credit funds •Primarily from one opportunistic credit fund, four direct lending funds and two alternative credit funds with $42.6 billion of IGAUM generating returns in excess of their hurdle rates: •Primarily from five direct lending funds, one opportunistic credit fund and two alternative credit funds with $36.2 billion of IGAUM generating returns in excess of their hurdle rates: •Primarily from six direct lending funds, three opportunistic credit funds and one alternative credit fund with $37.4 billion of IGAUM generating returns in excess of their hurdle rates: ◦Within our direct lending funds, Ares Capital Europe V, L.P. (“ACE V”), Ares Private Credit Solutions II, L.P. (“PCS II”) and Ares Capital Europe VI, L.P. (“ACE VI”) generated carried interest allocation of $153.2 million, $131.1 million and $54.5 million, respectively, driven by net investment income on an increasing invested capital base. Ares Capital Europe IV, L.P. (“ACE IV”) and Ares Private Credit Solutions, L.P. (“PCS I”) generated carried interest allocation of $57.0 million and $22.9 million, respectively, driven by net investment income during the period ◦Within our direct lending funds, ACE V, PCS II, Ares Sports Media and Entertainment Finance, L.P. and ACE VI generated carried interest allocation of $181.1 million, $37.6 million, $22.0 million and $16.6 million, respectively, driven by net investment income on an increasing invested capital base. ACE IV and PCS I generated carried interest allocation of $58.4 million and $45.3 million, respectively, primarily driven by net investment income during the period. Our direct lending funds have benefited from rising interest rates on predominately floating-rate loans ◦Within our opportunistic credit funds, Ares Special Opportunities Fund II, L.P. (“ASOF II”) generated carried interest allocation of $174.7 million, driven by improved profitability of portfolio companies that operate in the services, healthcare and industrial industries ◦Within our opportunistic credit funds, ASOF II generated carried interest allocation of $177.3 million, driven by improved operating performance metrics from portfolio companies that operate in the services and retail industries ◦Within our opportunistic credit direct lending funds, ASOF I Ares Capital Europe V, L.P. (“ACE V”), Ares Capital Europe VI, L.P. (“ACE VI”), Ares Private Credit Solutions II, L.P. (“PCS II”) and SSF IV Ares Capital Europe IV, L.P. (“ACE IV”) generated carried interest allocation of $82.7 $130.7 million, $119.2 million, $89.7 million and $79.8 $36.5 million, respectively, predominately driven by market appreciation net investment income during the period ◦Within our direct lending funds, ACE V, PCS II, ACE IV, ACE VI and improved operating performance of portfolio companies that operate in the services industry. ASOF II Ares Private Credit Solutions, L.P. (“PCS I”) generated carried interest allocation of $80.9 $153.2 million, $131.1 million, $57.0 million, $54.5 million and $22.9 million, respectively, driven by improved operating performance net investment income during the period ◦Within our alternative credit funds, Ares Pathfinder Fund II, L.P. (“Pathfinder II”) and Ares Pathfinder Fund, L.P. (“Pathfinder I”) generated carried interest allocation of portfolio companies that operate in $88.1 million and $63.0 million, respectively, driven by market appreciation of certain investments and net investment income during the healthcare industry period ◦Within our alternative credit funds, Pathfinder I and Pathfinder II generated carried interest allocation of $62.6 million and $39.1 million, respectively, driven by market appreciation of certain investments and net investment income during the period ◦Within our alternative credit funds, Pathfinder I generated carried interest allocation of $66.3 million, driven by market appreciation of certain investments and net investment income during the period •Reversal of unrealized carried interest allocation of $99.8 million and $23.7 million from Ares Special Situations Fund IV, L.P. (“SSF IV”) and Ares Special Opportunities Fund, Fund I, L.P. (“ASOF I”), I”) respectively, primarily due to the market depreciation of their investments in Savers Value Village, Inc. (“SVV”), driven by its lower stock price and lower operating performance of portfolio companies that primarily operate in the retail, services and healthcare industries •Reversal of unrealized carried interest allocation of $68.9 million from Ares Capital Europe III, 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 $63.8 $42.0 million, driven by net investment income during the period •IDF V generated carried interest allocation of $37.9 $63.8 million, driven by net investment income during the period •Ares Climate Infrastructure Partners, Partners II, L.P. (“ACIP I”) II”) and Ares Energy Investors Fund V, 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 •Ares Climate Infrastructure Partners, L.P. (“ACIP I”) and EIF V generated carried interest allocation of $44.0 million and $27.7 million, respectively, due to appreciation of certain investments •ACIP I generated carried interest allocation of $19.0 million due to market appreciation of certain investments •Reversal of unrealized carried interest allocation of $26.3 million from Ares European Real Estate Fund IV SCSp. SCSp (“EF IV”), primarily driven by the lower valuation of a residential property investment •U.S. Secondaries funds •Landmark Real Estate Fund IX, L.P. (“US (“LREF IX”) and Landmark Equity Partners XVII, L.P. (“LEP XVII”) generated carried interest allocation of $3.1 $27.1 million and $20.4 million, respectively, primarily driven by increasing operating income appreciation of certain portfolio investments •Ares Secondaries Infrastructure Solutions III, L.P. (“ASIS III”) and four private equity secondaries funds collectively generated carried interest allocation of $27.0 million, primarily from industrial and multifamily driven by the appreciation of certain portfolio investments •Reversal of unrealized carried interest allocation of $12.6 $28.9 million from EF IV, $5.7 million from Ares Real Estate Opportunity Fund III, Landmark Equity Partners XVI, L.P. (“AREOF III”), $5.5 million from Ares European Real Estate Fund V SCSp. (“EF V”) and $19.1 million from two European real estate equity funds, primarily driven by (“LEP XVI”), due to the lower valuations valuation of certain properties, which were impacted by the market environment Private Equity funds portfolio investments •Reversal of unrealized carried interest allocation of $474.9 $19.8 million from Ares Corporate Opportunities Landmark Real Estate Fund V, VIII, L.P. (“ACOF V”) due to the market depreciation of its investment in SVV, driven by its lower stock price •ACOF VI generated carried interest allocation of $190.0 million, driven by improved operating performance of portfolio companies that primarily operate in the retail and healthcare industries and market appreciation of an investment in a services company •Ares Corporate Opportunities Fund VI, L.P. (“ACOF VI”) generated carried interest allocation of $220.3 million, driven by improved operating performance metrics from portfolio companies that primarily operate in the healthcare, services, industrial and retail industries •Reversal of unrealized carried interest allocation of $268.1 million from ACOF V, (“LREF VIII”), primarily driven by a the lower stock price for SVV, and $35.8 million from Ares Corporate Opportunities Fund IV, L.P. (“ACOF IV”), primarily driven by lower operating performance metrics valuation of a portfolio company that operates certain investments with underlying interests in the healthcare industry multifamily portfolios

Source: Item 7, 10-K 0001628280-26-011413 vs Item 7, 10-K 0001628280-25-008665

Risk Factors 295 words changed in this paragraph; it is 36% similar to last year's version.
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 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

Source: Item 1A, 10-K 0001628280-26-011413 vs Item 1A, 10-K 0001628280-25-008665

Legal Proceedings 215 words changed in this paragraph; it is 54% similar to last year's version.
The portion of the WSM DC Earnout and WSM MIP Japan Earnout attributable to the professionals is, 40.9 % and 70.0 %, respectively, and 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 Company’s discretion with a component of no less than 15.0 % cash and the remaining balance in equity awards as follows: (i) no less than 60.0 % cash for the WSM Earnout; and (ii) no less than 50.0 % cash for the WSM MIP. awards. The WSM DC Earnout and WSM MIP 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. As of December 31, 2024, the fair value of the contingent liabilities were $ 15.6 million. Compensation expense of $ 0.8 million for the year ended December 31, 2024 is presented 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. 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 WSM DC Earnout and WSM MIP 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.

Source: Item 3, via Note 9 – COMMITMENTS AND CONTINGENCIES, 10-K 0001628280-26-011413 vs Item 3, via Note 8 – COMMITMENTS AND CONTINGENCIES, 10-K 0001628280-25-008665

Accounting Policies 180 words changed in this paragraph; it is 36% similar to last year's version.
In November 2023, September 2025, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40) Targeted Improvements to Reportable Segment Disclosures. the Accounting for Internal-Use Software. ASU 2023-07 requires disclosure of significant segment expenses 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 are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items to reconcile to segment profit or loss, project will be completed and the title and position of software will be used to perform the Company’s CODM. The amendments in this update also expand the interim segment disclosure requirements. function intended. ASU 2023-07 2025-06 is effective for the Company’s fiscal year ending December 15, 2024 and for the Company’s interim periods beginning with the first quarter ended 2025. 31, 2028. Early adoption is permitted and the amendments in this update are required to may be applied on a prospective, retrospective or modified basis. The Company has concluded this guidance does not have a material impact on its consolidated financial statements. Information presented within “Note 14. Segment Reporting” reflects is currently evaluating the impact from adoption of ASU 2023-07. this guidance.

Source: 10-K text, Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, 10-K 0001628280-26-011413 vs 10-K text, Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, 10-K 0001628280-25-008665

Every change, by type

Sentences and paragraphs added, removed or reworded

Sentences and paragraphs of ARES's Risk Factors and MD&A, 10-K 2026-02-25 against 10-K 2025-02-27. Each links to the text at sec.gov.

AddedRisk Factors
•our financial support of particular investment products, or the inability to provide support, may cause AUM, revenue and earnings to decline;

Read it in 10-K 2026-02-25 at sec.gov ↗

AddedRisk 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;

Read it in 10-K 2026-02-25 at sec.gov ↗

AddedRisk Factors
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.

Read it in 10-K 2026-02-25 at sec.gov ↗

AddedRisk Factors
•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

Read it in 10-K 2026-02-25 at sec.gov ↗

AddedRisk Factors
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;

Read it in 10-K 2026-02-25 at sec.gov ↗

AddedRisk Factors
•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;

Read it in 10-K 2026-02-25 at sec.gov ↗

AddedRisk Factors
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.

Read it in 10-K 2026-02-25 at sec.gov ↗

AddedRisk Factors
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.

Read it in 10-K 2026-02-25 at sec.gov ↗

Show the other 16
AddedRisk Factors
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.

Read it in 10-K 2026-02-25 at sec.gov ↗

AddedRisk Factors
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.

Read it in 10-K 2026-02-25 at sec.gov ↗

AddedMD&A
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.

Read it in 10-K 2026-02-25 at sec.gov ↗

AddedMD&A
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.

Read it in 10-K 2026-02-25 at sec.gov ↗

AddedMD&A
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.

Read it in 10-K 2026-02-25 at sec.gov ↗

AddedMD&A
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.

Read it in 10-K 2026-02-25 at sec.gov ↗

AddedMD&A
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.

Read it in 10-K 2026-02-25 at sec.gov ↗

AddedMD&A
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.

Read it in 10-K 2026-02-25 at sec.gov ↗

AddedMD&A
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.

Read it in 10-K 2026-02-25 at sec.gov ↗

AddedMD&A
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.

Read it in 10-K 2026-02-25 at sec.gov ↗

AddedMD&A
Vehicle Strategy Annual Fee Rate 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 I Fees 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%

Read it in 10-K 2026-02-25 at sec.gov ↗

AddedMD&A
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.

Read it in 10-K 2026-02-25 at sec.gov ↗

AddedMD&A
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.

Read it in 10-K 2026-02-25 at sec.gov ↗

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