Ares Core Infrastructure Fund - 8-K

Item 3.02 Unregistered Sale of Equity Securities

In its monthly closing for April 2026, Ares Core Infrastructure Fund (the “Fund”) sold common shares of beneficial interest (“Common Shares”) for an aggregate purchase price of $313.1 million . The number of Common Shares to be issued was finalized on April 23, 2026. The purchase price per Common Share of each class equaled the Fund’s net asset value (“NAV”) per Common Share as of March 31, 2026. The issuance of the Common Shares is exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof, by Rule 506(b) of Regulation D promulgated thereunder and/or Regulation S promulgated thereunder. The following table details the Common Shares sold:

Class of Common Shares

Amount of Common Shares (1)

Total Consideration (in millions)

Class I

10,534,472

$262.5

Class D

4,013

$0.1

Class S

2,025,719

$50.5

Total

12,564,204

$313.1

(1) Number of shares finalized on April 23, 2026.

Item 8.01 Other Events.

Net Asset Value

The NAV per Common Share of each class of the Fund as of March 31, 2026, as determined in accordance with the valuation policies and procedures employed by Ares Capital Management II LLC, the Fund’s investment adviser, was as follows:

Class of Common Shares

NAV as of March 31, 2026

Class I

$

24.9176

Class D

$

24.9176

Class S

$

24.9176

As of March 31, 2026, the Fund’s aggregate NAV was approximately $3,130.0 million and the fair value of the Fund’s portfolio investments was approximately $3,466.7 million.

April 2026 Distribution

As previously disclosed on March 5, 2026, the Fund announced the declaration of regular monthly gross distributions for April 2026, for its Class I Common Shares (“Class I Shares”), Class D Common Shares (“Class D Shares”) and Class S Common Shares (“Class S Shares”) in the amounts per share set forth below:

Class of Common Shares

Gross Distribution

Shareholder Servicing and/or Distribution Fee

Net Distribution

Class I

$

0.20830

$

—

$

0.20830

Class D

$

0.20830

$

0.00512

$

0.20318

Class S

$

0.20830

$

0.01741

$

0.19089

The distributions for each class of Common Shares are payable to shareholders of record as of the open of business on April 30, 2026 and will be paid on or about May 21, 2026. The April 2026 distributions will be paid in cash or reinvested in the Common Shares for shareholders participating in the Fund’s distribution reinvestment plan.

May and June 2026 Distributions

As previously disclosed on March 5, 2026, the Fund announced the declaration of regular monthly gross distributions for May and June 2026, for its Class I Shares, Class D Shares, Class N Common Shares (“Class N Shares”) and Class S Shares in the amounts per share set forth below:

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Gross Distribution Per Share

Record Date

Payment Date (1)

Class I

Class D

Class N

Class S

May 29, 2026

June 24, 2026

$

0.20830

$

0.20830

$

0.20830

$

0.20830

June 30, 2026

July 23, 2026

$

0.20830

$

0.20830

$

0.20830

$

0.20830

(1) The distributions on the Fund’s Common Shares will be paid on or about the payment dates set above.

These distributions will be paid in cash or reinvested in the Common Shares for shareholders participating in the Fund’s distribution reinvestment plan. The net distributions to be received by shareholders of the Class D Shares, Class N Shares and Class S Shares will be equal to the gross distribution in the table above, less specific shareholder servicing and/or distribution fees applicable to such class as of their respective record dates. Class I Shares have no shareholder servicing and/or distribution fees. As of the date hereof, there are no Class N Shares outstanding.

Portfolio and Business Commentary

As of March 31, 2026, the Fund had eight equity investments with total fair value of approximately $2,657.0 million. As of March 31, 2026, based on fair value, the Fund’s portfolio investments consisted of the following:

As of March 31, 2026

Portfolio Investments

Common equity (1)

66.48

%

Other equity (2)

10.16

%

First lien senior secured loans

20.37

%

Senior subordinated loans

2.99

%

Total

100.00

%

(1) Represents investments in (i) four portfolio companies, collectively operating an underlying approximately 3.2 gigawatt portfolio that consists of 19 projects across the Pennsylvania-New Jersey-Maryland Interconnection (PJM), Midcontinent Independent System Operator (MISO), Electric Reliability Council of Texas (ERCOT), Western Electricity Coordinating Council, and Southwest Power Pool (SPP) regions, of which 68% is solar, 21% is wind, and 11% is battery storage capacity, (ii) two entities holding, directly or indirectly, an approximately 40% stake in the Central Penn Line, a fully contracted 178-mile natural gas pipeline transporting gas from Northeast to Southeastern Pennsylvania via the Transco system, with a total capacity of 3,380 MMcf/d (approximately 1,332 MMcf/d net to Meade) under long-term triple net leases through 2042 and (iii) an entity holding, directly or indirectly, a 99% stake in seven aircraft engines, each on multi-year leases to a North American airline.

(2) Represents investment in one portfolio company operating an underlying 2.6 gigawatt portfolio that consists of 15 projects in operation across Electric Reliability Council of Texas, Midcontinent Independent System Operator, PJM and Southwest Power Pool, of which 53% is solar, 25% is wind and 22% is co-located battery storage capacity.

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Status of the Offering

The Fund is currently offering on a continuous basis (the “Offering”) Common Shares in transactions exempt from the registration provisions of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof, by Rule 506(b) of Regulation D promulgated thereunder and/or Regulation S promulgated thereunder. The following table lists the Common Shares issued and total consideration for the Offering as of the date of this filing, reflective of transfers between share classes. The table below does not include Common Shares issued through the Fund’s distribution reinvestment plan. The Fund intends to continue selling Common Shares in the Offering on a monthly basis.

Class of Common Shares

Common Shares Issued

Total Consideration (in millions) (1)

Class I

129,509,842

$3,231.9

Class D

30,128

$0.8

Class N

—

—

Class S

8,467,373

$211.4

Total

138,007,343

$3,444.1

(1) No underwriting discounts or commissions have been or will be paid in connection with the sale of such Common Shares. Although the Fund does not charge investors an upfront sales load (an “Upfront Sales Load”) with respect to its Common Shares, if Class D Shares, Class N Shares, or Class S Shares are purchased through certain selling agents, shareholders may be charged an Upfront Sales Load or transaction or other fees, including brokerage commissions, in such amount as such selling agents may determine, provided that such charges are subject to a 2.0% cap on NAV for Class D Shares, a 2.0% cap on NAV for Class N Shares, and a 3.5% cap on NAV for Class S Shares. No Upfront Sales Loads may be charged on Class I Shares.

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