Ares Management Corp (ARES) Risk Factors

Recent key developments

Concrete developments — dated events, named agreements and instruments, legal proceedings — that Ares Management Corp surfaced in its latest filing.

• Borrowings under the Credit Facility will mature in April 2030, senior notes mature in November 2028, June 2030, February 2052 and October 2054, and subordinated notes mature in June 2051.
• As of December 31, 2025, we had $1,380 million borrowings outstanding under the Credit Facility and $2,150.0 million senior notes and $450.0 million subordinated notes outstanding.December 31, 2025
• We acquired Walton Street Capital Mexico S. de R.L. de C.V. and certain affiliates (WSM Acquisition) in 2024.2024
• We completed the GCP Acquisition in 2025.2025
• Effective March 31, 2024, new legislation became operative in Bermuda relating to changes to the calculation of the technical provisions framework of insurers and insurance groups.March 31, 2024
• 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, 2026.2025
• ARCC Part I Fees and ARCC Part II Fees may be subject to cash payment deferral if certain return hurdles are not met; contractual payments to employees related to these fees are also deferred.
• The investment advisory and management agreement with ARCC renews for successive annual periods subject to approval of ARCC’s board of directors or affirmative vote of holders of a majority of ARCC’s outstanding voting securities.
• The agreement with ARCC may be terminated by ARCC’s board of directors, affirmative vote of holders of a majority of ARCC’s outstanding voting securities, or the investment adviser without penalty upon 60 days’ written notice.
• 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.December 31, 2025
• As of December 31, 2025, approximately 2% of total AUM was invested in debt and equity investments in the energy sector.December 31, 2025
• As of December 31, 2025, our professionals owned, indirectly, an aggregate of 105,079,121 AOG Units that may be exchanged for Class A common stock on a one-for-one basis.December 31, 2025
• As of December 31, 2025, there were 19,760,606 unvested awards outstanding under the 2023 Ares Management Corporation Equity Incentive Plan.December 31, 2025
• The Inflation Reduction Act introduced a 15% corporate alternative minimum tax for corporations with average annual adjusted financial statement income exceeding $1 billion and a 1% excise tax on stock repurchases after December 31, 2022.December 31, 2022
• One Big Beautiful Bill Act (OBBBA), enacted in July 2025, extends several provisions of the Tax Cuts and Jobs Act that were set to expire on December 31, 2025.July 2025
• The American Rescue Plan Act of 2021 expanded Section 162(m) to disallow deductions for the next five most highly compensated employees, effective for tax years after December 31, 2026.December 31, 2026
• As of December 31, 2025, using a stock price of $161.63, SOFR of 3.87%, and a blended tax rate of 23.4%, the estimated aggregate termination payment under the TRA is approximately $2.4 billion on the 105 million unexchanged AOG Units.December 31, 2025
• We have issued 30,000,000 shares of Series B mandatory convertible preferred stock with a dividend rate of 6.75% per annum.
• A new 'failure to prevent fraud' offence (FTPF Offence) was created under the Economic Crime and Corporate Transparency Act 2023, effective September 1, 2025.September 1, 2025
• On September 1, 2025, the U.K. introduced a new failure to prevent fraud offence under the ECCTA.September 1, 2025
• The U.K. Securitisation Regulation 2024 became effective November 1, 2024.November 1, 2024
• EMIR 3.0 came into effect December 24, 2024, introducing a new active account requirement and amended rules via draft regulatory technical standards expected in early 2026.December 24, 2024
• AIFMD II published March 26, 2024, effective April 16, 2026, with certain provisions grandfathered to April 16, 2027.March 26, 2024
• HM Treasury and the FCA published consultations in April 2025 on a new UK-specific framework replacing existing AIFM categories.April 2025
• The U.K. enacted the Economic Crime and Corporate Transparency Act 2023 on October 26, 2023.October 26, 2023
• On June 30, 2020, the National People’s Congress of China passed the National Security Law applicable to Hong Kong; on March 23, 2024, Hong Kong enacted the Safeguarding National Security Ordinance.March 23, 2024
• In January 2025, the Presidential Administration signed Executive Orders focused on diversity, equity and inclusion (DEI), previewing upcoming compliance investigations of private entities.January 2025
• In November 2025, the European Commission published a draft proposal to revise SFDR with new sustainability product categories and criteria.November 2025
• The Corporate Sustainability Reporting Directive (CSRD) came into effect on January 5, 2023.January 5, 2023
• Australia introduced a climate-related financial disclosure regime under the Corporations Act 2001, effective in 2025 and being phased in.2025
• The U.S. Department of the Treasury issued final regulations in October 2024, effective January 2, 2025, prohibiting or imposing notification requirements on certain outbound investments involving semiconductors and microelectronics, quantum information technologies, and artificial intelligence by U.S. persons into entities with a nexus to China.October 2024
• In August 2023, an Executive Order established an outbound investment screening regime to regulate or prohibit certain investments by U.S. persons in advanced technology sectors in China and other designated countries of concern.August 2023
• SEC adopted cybersecurity regulations in May 2024 amending Regulation S-P, requiring compliance by December 2025.May 2024
• The European Union has adopted the EU Artificial Intelligence Act, which applies on a phased basis that began in 2025.2025
• Sanctions imposed in connection with hostilities between Russia and Ukraine and between Israel and Hamas may impact us, our funds and their portfolio companies.
• In 2024 and 2025, U.S. regulators advanced several initiatives that directly affect capital standards and reserve requirements; NAIC adopted multiple revisions to risk-based capital formulas applicable to insurers.2024
• In December 2025, European Commission renewed adequacy decisions for U.K. until December 27, 2031.December 2025
• The U.K. announced plans to implement a new carried interest regime from April 2026, and the U.K. carried interest rate increased on April 6, 2025.April 6, 2025