Ares Management (ARES) 10-K risk factor changes: FY2024 vs FY2023

We believe that the primary risks affecting our businesses and an investment in shares of our Class A common stock [added: or Series B mandatory convertible preferred stock] are:

- [removed: difficult] [added: 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;

- if we are unable to raise capital from investors or deploy capital into investments, or [added: 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 [removed: members of the Executive Management Committee,] [added: our executive officers,] senior professionals and other key personnel as well as attracting, retaining and developing human capital in a highly competitive talent market;

- the use of leverage by us and our funds exposes us to substantial risks, including related to the [removed: selection] [added: use] of [removed: a replacement for London] [added: Secured Overnight Financing Rate (“SOFR”) and Sterling Overnight] Interbank [removed: Offered] [added: Average] Rate [removed: (“LIBOR”);][added: (“SONIA”);]

- asset valuation methodologies can be highly subjective and [removed: the] [added: our] value of [removed: assets] [added: an asset] may [removed: not be] [added: differ materially from the value ultimately] realized;

- a downturn in the global credit markets could adversely affect [added: certain of] our [added: investments, including] CLO [removed: investments;][added: investments and other liquid credit portfolios;]

- 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 [added: stock and/or Series B mandatory convertible preferred] stock;

These [removed: factors are outside of our control and] [added: 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.

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 [removed: conflict] [added: ongoing war] between Russia and Ukraine and [removed: more recently between Israel and Hamas and the ongoing instability] [added: conflicts] in the Middle [removed: East region.][added: East.]

Concerns over [removed: increasing] [added: 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 uncertainty and volatility have also been magnified as a result of the [removed: upcoming] 2024 U.S. presidential and congressional elections and resulting uncertainties regarding actual and potential shifts in U.S. and foreign, [removed: trade, economic and other policies.]

In addition, [removed: in an effort to combat inflation] the Federal Reserve has [removed: increased] [added: decreased] the federal funds rate [added: multiple times] in [removed: 2023.][added: 2024.]

Although [removed: the] U.S. inflation [removed: rate has decreased] [added: rates have fluctuated] in [removed: the fourth quarter, it remains] [added: recent periods, they remain] well above the historic levels over the past several decades.

If [removed: such] [added: 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.

[added: 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.

[removed: See “—Risks Related to Taxation—Applicable] [added: For an overview of certain relevant] U.S. [added: tax laws] and [added: relevant] foreign tax [added: 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 [removed: obligations” and “—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.”] [added: obligations.”] The [removed: likelihood] [added: introduction] of [removed: occurrence] [added: additional tax regimes both globally] and [added: domestically,] the [removed: effect] [added: implementation] of [removed: any such change is highly uncertain] [added: which are uncertain, require significant judgment] and [removed: could have an adverse impact] [added: will depend] on [removed: us, our funds] [added: the facts] and [removed: their portfolio companies.][added: circumstances of each year.]

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 [added: investment activities of future funds.]

We depend on [removed: the members of the Executive Management Committee,] [added: 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 [removed: the members of the Executive Management Committee,] [added: our executive officers,] senior professionals and other key [removed: personnel.][added: personnel depart.]

Therefore, if any of our senior professionals or other key personnel [added: 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.

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 [removed: 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.]

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 [added: recruiting additional personnel or we may fail to effectively replace current personnel who depart with qualified or effective successors.]

The tax treatment of carried interest has continued to be an area of focus for policymakers and government officials, which could result in [removed: a] further regulatory action by federal or state governments.

Congress and the [removed: current] [added: new] 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.

For example, the U.K. government [removed: has suggested,] [added: has,] following a report by the Office of Tax Simplification on the U.K. Capital Gains Tax Regime, [added: announced on October 30, 2024] that it [removed: is keeping the] [added: intends to implement a new carried interest] regime [removed: under review.][added: from April 2026.]

[removed: Such review] [added: However, any new regime] could result in a change to the taxation of carried interest with respect to our U.K. investment professionals.

[removed: If any] [added: As a result] of these [removed: potential] changes [removed: were effectuated,] [added: 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.

These conflicts are most likely to arise between or among our funds or between one or more funds across our Credit, [removed: Private Equity,] Real [removed: Assets] [added: Assets, Private Equity] and Secondaries Groups, and other businesses including any SPACs and similar investment vehicles that we sponsor.

[added: 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;

[added: For example,] ARCC, ASIF and [added: certain] other registered closed-end management investment companies managed by us are permitted to co-invest in portfolio companies with each other and with affiliated funds pursuant to an SEC order (the “Co-Investment Exemptive Order”).

[removed: 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;

[added: For example,] ARCC, ASIF and [added: certain] other registered closed-end management investment companies managed by us are permitted to co-invest in portfolio companies with each other and with affiliated funds pursuant to the Co-Investment Exemptive Order.

Our fund documents typically do not mandate specific [added: allocations with respect to co-investments.]

[removed: 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.

Developments in financial technology, such as [removed: a] [added: 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.

Poor performance of our [removed: funds] [added: funds, or a failure of slowdown in deployment,] would cause a decline in our revenue and results of [removed: operations, may obligate us to repay carried interest previously paid to us] [added: operations] and could adversely affect our ability to raise capital for future funds.

[added: 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”).

[removed: 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.

Volatility or declines in the trading price of shares of our Class A common stock may make shares of our Class [added: A common stock less attractive to acquisition targets.]

- security incidents or cyber-attacks could adversely affect our business, financial condition and operating results;

- 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;

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.

This could in turn materially reduce our revenue, earnings and cash flow and adversely affect our financial prospects and condition.

trade, economic and other policies, including with respect to treaties and tariffs.

The United States has recently enacted and proposed to enact significant new tariffs, including on Mexican, Canadian and Chinese goods.

Additionally, the new Presidential Administration has directed various federal agencies to further evaluate key aspects of U.S. trade policy and there has been ongoing discussion and commentary regarding potential significant changes to U.S. trade policies, treaties and tariffs.

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.

The different investment objectives or terms of such funds may result in a potential conflict of

Further, our employees may make investments which may conflict with investments made by our funds or prevent our funds from investing in an opportunity.

There can be no assurance that any conflicts of interest will be resolved in favor of any particular funds or investors (including any

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.

ARCC’s management fee comprises a significant portion of our management fees.

We classify the ARCC Part I Fees as management fees because they are

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.”

In addition, consistent with our past experience, we expect opportunities will arise to acquire other 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 WSM Acquisition, we expanded our real estate capabilities into Mexico.

Additionally, in connection with 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 (the “GCP Acquisition”), which is expected to close in the first quarter of 2025, we expect to launch 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.

As a result of these variation margin requirements,

Additionally, in June 2024, the U.S. Supreme Court reversed its longstanding approach under the Chevron doctrine, which provided for judicial deference to regulatory agencies.

As a result of this decision, we cannot be sure whether there will be increased challenges to existing agency regulations or how lower courts will apply the decision in the context of other regulatory schemes without more specific guidance from the U.S. Supreme Court.

For example, the decision could significantly impact consumer protection, advertising, privacy, artificial intelligence, anti-corruption and anti-money laundering practices and other regulatory regimes with which we are required to comply.

Any such regulatory developments could result in uncertainty about and changes in the ways such regulations apply to us and our portfolio companies, and may require additional resources to ensure our continued compliance.

We cannot predict which, if any, of these actions will be taken or, if taken, their effect on the financial stability of the U.S. Such actions could have a significant adverse effect on our business, financial condition and results of operations.

Even

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, and the two regimes have remained materially similar since this date.

However, the U.K. government has recently introduced the draft Data (Use and Access) Bill (“DUA Bill”) which, if it becomes law, will introduce a number of changes to the U.K.’s data protection regime.

Some of these changes would reduce the current burden of data protection compliance on businesses (for example, removing the need to obtain consent to use analytics cookies), whereas others would introduce additional obligations (for example, the scope of what constitutes special category data for the purposes of the U.K. GDPR may be expanded).

It is unlikely that our U.K. funds will have to make any material changes to their data protection practices to ensure compliance with any resulting reforms to U.K. data protection laws, but we will continue to monitor the progress of the DUA Bill.

Any changes to the U.K.’s data protection regime may impact the finding by the EU Commission on June 28, 2021 that the U.K. provides adequate protection for personal data transferred from the EU to the U.K. The U.K.’s adequacy status expires on June 27, 2025 and is therefore due for imminent review by EU Commission.

Whilst any divergence from the GDPR may increase the possibility of a successful challenge to the U.K.’s adequacy status, on the basis that the scope of the reforms proposed pursuant to the DUA Bill are reasonably limited, we believe it is unlikely that these reforms alone will threaten the U.K.’s adequacy status.

To the extent that any data is transferred from the EU funds to the U.K. funds on the basis of the adequacy decision, we will continue to monitor developments in this area of the law and ensure that any transfer mechanisms which are necessary to facilitate any EU-U.K. data flows are in place.

Regulatory authorities in many relevant jurisdictions have broad administrative, and in some cases discretionary, authority with respect to

In 2024, the National Association of Insurance Commissioners 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.

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.

- we and our third-party service providers may be subject to cybersecurity risks and our business could be adversely affected by changes to data protection laws and regulations;

Our businesses are materially affected by conditions in the global financial markets and economic and political conditions throughout the world, such as interest rates, the availability and cost of credit, persistent inflation, changes in laws (including laws relating to our taxation, taxation of our investors and the possibility of changes to regulations applicable to alternative asset managers), trade policies, commodity prices, tariffs, currency exchange rates and controls and national and international political circumstances (including wars and other forms of conflict, civil unrest, terrorist acts, and security operations), general economic uncertainty and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes, other adverse weather and climate conditions and pandemics.

Although the Federal Reserve left its benchmark rates steady in the fourth quarter of 2023, it has indicated that additional rate increases in the future may be necessary to mitigate inflationary pressures.

In addition, any

Political and regulatory conditions, including the effects of negative publicity surrounding the financial industry in general and proposed legislation, could adversely affect our businesses.

As a result of market disruptions and highly publicized financial scandals in recent years, regulators and investors have exhibited concerns over the integrity of the U.S. financial markets.

The businesses that we operate both in and outside the U.S. will be subject to new or additional regulations.

We may be adversely affected as a result of new or revised legislation or regulations imposed by the SEC, the CFTC, FINRA or other U.S. or foreign governmental regulatory authorities or self-regulatory organizations that supervise the financial markets.

We may also be adversely affected by changes in the interpretation or enforcement of existing laws and rules by these governmental authorities and self-regulatory organizations.

In recent periods there has been an increasing level of public discourse, debate and media coverage regarding the appropriate extent of regulation and oversight of the financial industry, including investment firms, as well as the tax treatment of certain investments and income generated from such investments.

For further discussion regarding legislation affecting the taxation of carried interest, see “—We depend on the members of the Executive Management Committee, 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.” There is ongoing uncertainty regarding prospective changes in law and regulation affecting the U.S. private equity industry, including the possibility of significant revision to the Code and U.S. securities and financial laws, rules and regulations.

For an overview of certain relevant U.S. tax laws and relevant foreign tax laws, see “—Risks Related to Taxation—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.”

investment activities of future funds.

The financial projections of our portfolio companies could prove inaccurate.

Our funds generally establish the capital structure of portfolio companies on the basis of financial projections prepared by the management of such portfolio companies.

These projected operating results will normally be based primarily on judgments of the management of the portfolio companies.

In all cases, projections are only estimates of future results that are based upon assumptions made at the time that the projections are developed.

General economic conditions, which are not predictable, along with other factors may cause actual performance to fall short of the financial projections that were used to establish a given portfolio company’s capital structure.

Because of the leverage that we typically employ in our investments, this could cause a substantial decrease in the value of our equity holdings in the portfolio company.

The inaccuracy of financial projections could result in actual performance differing from expectations.

In this respect, in January 2023, the U.S. Federal Trade Commission (“FTC”) published a proposed rule that, if finally issued, would generally prohibit post-employment non-compete clauses (or other clauses with comparable effect) in agreements between employers and their employees.

If issued, the proposed rule could adversely affect our ability to recruit and retain our professionals.

We anticipate that it will be necessary for us to add investment professionals both to grow our businesses and to replace those who depart.

recruiting additional personnel or we may fail to effectively replace current personnel who depart with qualified or effective successors.

We seek to offer our personnel meaningful professional development opportunities and programs such as employee engagement, training and development opportunities and periodic review processes.

We also seek to provide our personnel with competitive benefits and compensation packages.

However, these efforts may not be sufficient to enable us to attract, retain and motivate qualified individuals to support our business and growth.

In such instances, we

allocations with respect to co-investments.

ARCC’s management fee comprises a significant portion of our management fees and a reduction in fees from ARCC could have an adverse effect on our revenues and results of operations.

The investment advisory and management agreement we have with ARCC categorizes the

A major public health crisis, like the COVID-19 pandemic, could disrupt the U.S. and global economy and industries in which we, our funds and our funds’ portfolio companies operate and negatively impact us, our funds or our funds’ portfolio companies.

A major public health crisis could impact the U.S. and global economy.

Disruptions to commercial activity (such as the imposition of quarantines or travel restrictions) or, more generally, a failure to contain or effectively manage a public health crisis, has, and may in the future, adversely impact our and our funds’ business and operations, as well as the business and

operations of our funds’ portfolio companies.

For example, such disruptions have adversely affected, and in the future could again, impair our ability to raise funds or deter fund investors from investing in new or successor funds that we are marketing particularly in certain industries in which certain of our funds’ portfolio companies operate, including energy, hospitality, travel, retail and restaurant industries.

Additionally, while restrictions have generally been lifted globally, and the World Health Organization has declared the end of the COVID-19 global health emergency, the COVID-19 pandemic contributed, and any future public health crisis could contribute, to adverse impacts on global commercial activity and supply chain operations and significant volatility in the equity and debt markets.

Such volatility could increase credit and liquidity risk and hamper our and our funds’ ability to deploy capital, all of which could negatively impact our and our funds’ performance, as well as the business and operations of our funds’ portfolio companies.

See “—Risks Related to Regulation—Regulatory changes in jurisdictions outside the U.S. could adversely affect our businesses.”

In addition, consistent with our past experience, we expect opportunities will arise to acquire other alternative or traditional asset managers.

*This section of the Annual Report on Form 10-K discusses activity as of and for the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

For discussion on activity for the year ended December 31, [removed: 2021] [added: 2022] and period-over-period analysis on results for the year ended December 31, [removed: 2022] [added: 2023] to [removed: 2021,] [added: 2022,] refer to Part II, “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our* [removed: *[Annual] [added: *[](https://www.sec.gov/Archives/edgar/data/1176948/000162828024007014/ares-20231231.htm)[Annual] Report on Form [removed: 10-K](https://www.sec.gov/ix?doc=/Archives/edgar/data/1176948/000162828023005081/ares-20221231.htm)*] [added: 10-K](https://www.sec.gov/Archives/edgar/data/1176948/000162828024007014/ares-20231231.htm)*] *for the year ended December 31, [removed: 2022.*][added: 2023.]

For the year ended December 31, [removed: 2023, approximately] [added: 2024,] 95% of our management fees were derived from perpetual capital vehicles [removed: and] [added: or] long-dated funds.

However, our results from operations, including the fair value of our AUM, are affected by a [added: variety of factors.]

Conditions in the global financial markets and economic and political environments may impact our business, particularly in the U.S., [removed: Western] Europe and [removed: Asia.][added: APAC.]

| | | | | | | | | | | | | | | | | | | | | | [added: Returns (%)] | | | [removed: Returns (%)] | | | | | | | | |

| Type of Index | | | | | | Name of Index | | | | | | Region | | | | | | | | | | | | Year ended December 31, [removed: 2023] [added: 2024] | | | | | | Year ended December 31, [removed: 2022] [added: 2023] | | |

| High yield bonds | | | | | | ICE BAML High Yield Master II Index | | | | | | U.S. | | | | | | | | | | | | [removed: 13.5] [added: 8.2] | | | | | | [removed: (11.2)] [added: 13.5] | | |

| High yield bonds | | | | | | ICE BAML European Currency High Yield Index | | | | | | Europe | | | | | | | | | | | | [removed: 12.2] [added: 8.7] | | | | | | [removed: (11.5)] [added: 12.2] | | |

| Leveraged loans | | | | | | Credit Suisse Leveraged Loan Index (“CSLLI”) | | | | | | U.S. | | | | | | | | | | | | [removed: 13.0] [added: 9.1] | | | | | | [removed: (1.1)] [added: 13.0] | | |

| Leveraged loans | | | | | | Credit Suisse Western European Leveraged Loan Index | | | | | | Europe | | | | | | | | | | | | [removed: 12.5] [added: 8.5] | | | | | | [removed: (3.3)] [added: 12.5] | | |

| Equities | | | | | | S&P 500 Index | | | | | | U.S. | | | | | | | | | | | | [removed: 26.3] [added: 25.0] | | | | | | [removed: (18.1)] [added: 26.3] | | |

| Equities | | | | | | MSCI All Country World Ex-U.S. Index | | | | | | Non-U.S. | | | | | | | | | | | | [removed: 15.6] [added: 5.5] | | | | | | [removed: (16.0)] [added: 15.6] | | |

| Real estate equities | | | | | | FTSE NAREIT All Equity REITs Index | | | | | | U.S. | | | | | | | | | | | | [removed: 11.4] [added: 0.9] | | | | | | [removed: (24.9)] [added: 11.4] | | |

| Real estate equities | | | | | | FTSE EPRA/NAREIT Developed Europe Index | | | | | | Europe | | | | | | | | | | | | [removed: 17.4] [added: (6.5)] | | | | | | [removed: (36.5)] [added: 17.4] | | |

[removed: Overall,] [added: Globally,] reduced [added: bank] lending [removed: activity by banks] and limited capital accessibility continued to [removed: fuel] [added: support] private credit growth.

On a market value basis, approximately 85% of our debt assets and 57% of our total assets were floating rate instruments as of December 31, [removed: 2023.][added: 2024.]

In [removed: 2023,] [added: 2024,] some of the considerations pertaining to our strategic decisions included:

- *Our ability to fundraise and increase AUM and fee paying AUM.* During the year ended December 31, [removed: 2023,] [added: 2024,] we raised [removed: $74.5] [added: $92.7] billion of gross new capital across our commingled funds, [removed: SMAs] [added: SMAs, wealth products] and other vehicles, and continued to expand our investor base, raising capital from over [removed: 125] [added: 185] different investment vehicles and over [removed: 625] [added: 660] institutional investors, including [added: over 310 direct institutional investors that were new to Ares.]

Our fundraising efforts helped drive AUM growth of [removed: 19%] [added: 16%] for [removed: 2023.][added: 2024.]

During [removed: 2024,] [added: 2025,] we expect that our fundraising will come from a combination of our existing and new strategies in [removed: the U.S.,] [added: North America,] Europe and APAC.

As of December 31, 2023, AUM [removed: not yet paying fees includes] [added: Not Yet Paying Fees included] $62.9 billion of AUM available for future deployment [removed: which] [added: that] could generate approximately $621.6 million in potential incremental annual management fees.

Our potential future deployment, coupled with our future fundraising prospects, gives us the opportunity to increase our management fees in [removed: 2024.][added: 2025.]

We continue to expand our distribution [removed: channels, expanding into] [added: channels throughout] the [removed: retail] [added: wealth] channel [removed: through] [added: with] our global wealth management offerings, as well as the needs of traditional institutional investors, such as pension funds, sovereign wealth [removed: funds,] [added: funds] and endowments.

During the year ended December 31, [removed: 2023,] [added: 2024,] we deployed [removed: $68.1] [added: $106.7] billion of gross capital across our investment groups compared to [removed: $79.8] [added: $68.1] billion deployed in [removed: 2022.][added: 2023.]

As of December 31, [removed: 2023,] [added: 2024,] we had [removed: $111.4] [added: $133.1] billion of capital available for investment compared to [removed: $84.6] [added: $111.4] billion as of December 31, [removed: 2022.][added: 2023.]

See “Item [removed: 1A.][added: 1.]

Risk Factors” [removed: included in this Annual Report on Form 10-K] for a discussion of the risks our businesses are subject [removed: to.][added: to, both included in this Annual Report on Form 10-K.]

We measure our business performance using certain operating metrics that are common to the alternative [removed: asset] [added: investment] management [removed: industry, which] [added: industry and] are discussed below.

| | | | | | | Credit Group | | | | | | [removed: Private Equity] [added: Real Assets] Group | | | | | | [removed: Real Assets] [added: Private Equity] Group | | | | | | Secondaries Group | | | | | | Other Businesses | | | | | | Total AUM | | |

| Balance at 12/31/2022 | | | | | | $ | [removed: 225,579] [added: 239,299] | | | | | $ | [removed: 34,749] [added: 66,061] | | | | | $ | [removed: 66,061] [added: 21,029] | | | | | $ | 21,961 | | | | | $ | 3,647 | | | | | $ | 351,997 | |

| Acquisitions | | | | | | — | | | | | | [removed: 3,697] [added: —] | | | | | | [removed: —] [added: 3,697] | | | | | | — | | | | | | — | | | | | | 3,697 | | |

| Net new par/equity commitments | | | | | | 40,393 | | | | | | [removed: 1,621] [added: 6,076] | | | | | | [removed: 6,076] [added: 1,621] | | | | | | 3,648 | | | | | | 7,008 | | | | | | 58,746 | | |

| Net new debt commitments | | | | | | 14,897 | | | | | | [removed: —] [added: 726] | | | | | | [removed: 726] [added: —] | | | | | | — | | | | | | — | | | | | | 15,623 | | |

| Capital reductions | | | | | | (3,858) | | | | | | [removed: (9)] [added: (480)] | | | | | | [removed: (480)] [added: (9)] | | | | | | — | | | | | | — | | | | | | (4,347) | | |

| Distributions | | | | | | [removed: (7,185)] [added: (7,684)] | | | | | | [removed: (2,309)] [added: (4,796)] | | | | | | [removed: (4,796)] [added: (1,810)] | | | | | | (1,116) | | | | | | (423) | | | | | | (15,829) | | |

| Redemptions | | | | | | (3,345) | | | | | | [removed: —] [added: (1,759)] | | | | | | [removed: (1,759)] [added: —] | | | | | | (1) | | | | | | (1,046) | | | | | | (6,151) | | |

| Change in fund value | | | | | | [removed: 14,057] [added: 15,390] | | | | | | [removed: 1,356] [added: (415)] | | | | | | [removed: (415)] [added: 23] | | | | | | 263 | | | | | | (151) | | | | | | 15,110 | | |

| Balance at 12/31/2023 | | | | | | $ | [removed: 284,796] [added: 299,350] | | | | | $ | [removed: 39,105] [added: 65,413] | | | | | $ | [removed: 65,413] [added: 24,551] | | | | | $ | 24,760 | | | | | $ | 4,772 | | | | | $ | 418,846 | |

We have reclassified certain prior period amounts to conform to the current year presentation.*

| Infrastructure equities | | | | | | S&P Global Infrastructure Index | | | | | | Global | | | | | | | | | | | | 6.8 | | | | | | 15.1 | | |

During 2024, global markets were fueled by the easing of monetary policy by the Federal Reserve and several other major central banks with predominately positive returns despite seeing mixed performances towards the end of the year.

U.S. and European high yield bonds and leveraged loans showed positive performance driven by stable demand and improved access to capital markets.

The APAC markets experienced favorable performance, with growth driven by moderate inflation, lower unemployment and lower interest rate expectations, which supported consumption in Southeast Asia, India, and Australia.

China announced policy stimulus measures affecting monetary policy, the property sector and equity markets, contributing to positive investor sentiment.

The private equity industry benefited from lower interest rates, cooling inflation and tighter credit spreads, leading to a meaningful increase in the private equity deal value in the U.S. Despite challenges such as inflation and potential tariffs, market sentiment remains optimistic due to lower taxes, favorable regulations and technology advancements.

We believe that demand for strong performance, combined with a favorable deal-making environment, will support deployment opportunities in 2025.

The U.S. and European commercial real estate markets experienced increased deal activity on a year over year basis that was largely supported by the improving macroeconomic environment.

Property valuations are showing signs of recovery, and capitalization rates are stabilizing or compressing.

The European real estate markets are showing slower signs of recovery, with the volatility in interest rates having a greater impact on performance during the year.

Despite variations in market performance by sector and geography, we believe multifamily and industrial properties will benefit from favorable long-term structural trends.

Infrastructure investment opportunities continue to be supported by the convergence of two megatrends – digital infrastructure and artificial intelligence adoption – paired with surging power demand expectations.

Renewable energy transaction volume remained strong, which has supported elevated renewable energy revenue contract prices.

Business—Overview” for a comprehensive overview of our business, and “Item 1A.

| Acquisitions | | | | | | 362 | | | | | | 2,488 | | | | | | — | | | | | | — | | | | | | 71 | | | | | | 2,921 | | |

| Net new par/equity commitments | | | | | | 39,343 | | | | | | 7,367 | | | | | | 519 | | | | | | 4,453 | | | | | | 6,442 | | | | | | 58,124 | | |

| Net new debt commitments | | | | | | 29,268 | | | | | | 4,049 | | | | | | — | | | | | | 625 | | | | | | — | | | | | | 33,942 | | |

| Capital reductions | | | | | | (10,546) | | | | | | (1,086) | | | | | | (4) | | | | | | — | | | | | | — | | | | | | (11,636) | | |

| Distributions | | | | | | (16,864) | | | | | | (3,475) | | | | | | (704) | | | | | | (880) | | | | | | (817) | | | | | | (22,740) | | |

| Redemptions | | | | | | (5,252) | | | | | | (1,093) | | | | | | (2) | | | | | | — | | | | | | — | | | | | | (6,347) | | |

| Change in fund value | | | | | | 10,369 | | | | | | 1,615 | | | | | | (272) | | | | | | 170 | | | | | | (546) | | | | | | 11,336 | | |

| Balance at 12/31/2024 | | | | | | $ | 348,858 | | | | | $ | 75,298 | | | | | $ | 24,041 | | | | | $ | 29,153 | | | | | $ | 7,096 | | | | | $ | 484,446 | |

| | | | | | | Credit Group | | | | | | Real Assets Group | | | | | | Private Equity Group | | | | | | Secondaries Group | | | | | | Other Businesses | | | | | | Total AUM | | |

| Balance at 12/31/2023 | | | | | | $ | 299,350 | | | | | $ | 65,413 | | | | | $ | 24,551 | | | | | $ | 24,760 | | | | | $ | 4,772 | | | | | $ | 418,846 | |


| Acquisitions | | | | | | 244 | | | | | | 1,554 | | | | | | — | | | | | | — | | | | | | 55 | | | | | | 1,853 | | |

| Commitments | | | | | | 19,326 | | | | | | 3,440 | | | | | | — | | | | | | 2,793 | | | | | | 5,745 | | | | | | 31,304 | | |

| Deployment/subscriptions/increase in leverage | | | | | | 29,479 | | | | | | 3,180 | | | | | | 47 | | | | | | 395 | | | | | | 174 | | | | | | 33,275 | | |

| Capital reductions | | | | | | (11,972) | | | | | | (12) | | | | | | — | | | | | | — | | | | | | — | | | | | | (11,984) | | |

| Distributions | | | | | | (14,843) | | | | | | (2,157) | | | | | | (54) | | | | | | (505) | | | | | | (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) | | | | | | (21) | | | | | | 41 | | | | | | 234 | | | | | | 2,242 | | |

| Change in fee basis | | | | | | 1,286 | | | | | | (2,026) | | | | | | (1,667) | | | | | | 637 | | | | | | (1) | | | | | | (1,771) | | |

| Balance at 12/31/2024 | | | | | | $ | 209,145 | | | | | $ | 44,088 | | | | | $ | 11,427 | | | | | $ | 22,401 | | | | | $ | 5,492 | | | | | $ | 292,553 | |

| | | | | | | Credit Group | | | | | | Real Assets Group | | | | | | Private Equity Group | | | | | | Secondaries Group | | | | | | Other Businesses | | | | | | Total | | |

| Balance at 12/31/2023 | | | | | | $ | 185,280 | | | | | $ | 41,338 | | | | | $ | 13,124 | | | | | $ | 19,040 | | | | | $ | 3,575 | | | | | $ | 262,357 | |

 

| | | | Credit | | | | | | Real Assets | | | | | | Private Equity | | | | | | Secondaries | | | | | | Other Businesses | | |

variety of factors.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

During 2023, global markets endured heightened volatility but finished the year positively with improving investor sentiment amid the possibility of monetary easing in 2024.

Despite the macroeconomic headwinds and escalated conflicts in the Middle East and Ukraine, U.S. and European high yield bonds and leveraged loans returned positive performance.

The Asian markets experienced mixed performance as the region overall continued to show growth primarily driven by resilient demand in Southeast Asia and India.

India, in particular, demonstrated healthy economic growth driven by its manufacturing and services sectors.

On the other hand, China’s weaker than expected economic recovery led Chinese policymakers to continue taking measures to support economic growth.

Global equity markets similarly rallied during the fourth quarter to finish the year on a positive note.

While the public markets ended the year positively, the private markets continued to experience challenges with downward pressure on valuations and muted the opportunities for realizations.

The private equity markets also experienced a prolonged slowdown in deal activity, and we believe potential liquidity constraints from investors have increased the need for flexible capital solutions.

In addition, businesses have struggled to navigate this challenging growth and inflationary environment, which we believe has heightened the need for partnerships with value-add managers.

This environment underscores the importance of investing in resilient industries with long-term secular tailwinds where we have expertise.

Our focus continues to be on investment opportunities in the healthcare and services sectors, with limited exposure to energy, and we continue to invest opportunistically in consumer and industrials.

Asset selectivity, deliberate portfolio construction, a flexible investment mandate and a differentiated view to drive value creation through earnings growth will be instrumental in delivering attractive returns to investors.

The commercial real estate markets continued to be impacted by the macroeconomic environment throughout 2023.

European and U.S. real estate deal activity remained subdued with limited transactional liquidity.

Given the higher interest rate environment, property valuations remain soft, with capitalization rate yields widening further over the year.

However, we believe certain of these market trends will be offset by continued strong fundamentals, such as occupancy and rental rates, in property types that include multifamily and industrial.

The current market environment has had a more pronounced negative impact on certain industries, including energy, which is an industry in which few of our funds have made investments.

As of December 31, 2023, 1% of our total AUM was invested in debt and equity investments in the energy sector (of which less than 1% of our total AUM was invested in midstream investments and also includes oil and gas exploration) and less than 1% of our total AUM was invested in renewable energy investments.

approximately 300 direct institutional investors that were new to Ares.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance at 12/31/2021 | | | | | | $ | 201,405 | | | | | $ | 33,404 | | | | | $ | 45,919 | | | | | $ | 22,119 | | | | | $ | 2,928 | | | | | $ | 305,775 | |

| Acquisitions | | | | | | — | | | | | | — | | | | | | 8,184 | | | | | | 199 | | | | | | — | | | | | | 8,383 | | |

| Net new par/equity commitments | | | | | | 18,149 | | | | | | 2,202 | | | | | | 10,638 | | | | | | 2,510 | | | | | | 4,848 | | | | | | 38,347 | | |

| Capital reductions | | | | | | (1,280) | | | | | | (208) | | | | | | (516) | | | | | | — | | | | | | — | | | | | | (2,004) | | |

| Distributions | | | | | | (6,057) | | | | | | (1,333) | | | | | | (3,183) | | | | | | (2,787) | | | | | | (1,788) | | | | | | (15,148) | | |

| Redemptions | | | | | | (2,415) | | | | | | — | | | | | | (951) | | | | | | — | | | | | | — | | | | | | (3,366) | | |

| Change in fund value | | | | | | (660) | | | | | | 684 | | | | | | 2,717 | | | | | | (80) | | | | | | (366) | | | | | | 2,295 | | |

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance at 12/31/2021 | | | | | | $ | 122,110 | | | | | $ | 16,689 | | | | | $ | 28,615 | | | | | $ | 18,364 | | | | | $ | 2,067 | | | | | $ | 187,845 | |

| Acquisitions | | | | | | — | | | | | | — | | | | | | 4,855 | | | | | | 131 | | | | | | — | | | | | | 4,986 | | |

| Commitments | | | | | | 11,327 | | | | | | — | | | | | | 6,680 | | | | | | 2,042 | | | | | | 3,607 | | | | | | 23,656 | | |

| Distributions | | | | | | (7,365) | | | | | | (1,902) | | | | | | (2,101) | | | | | | (1,319) | | | | | | (734) | | | | | | (13,421) | | |

| Redemptions | | | | | | (2,684) | | | | | | — | | | | | | (965) | | | | | | — | | | | | | — | | | | | | (3,649) | | |

| Change in fund value | | | | | | (2,071) | | | | | | (4) | | | | | | 1,572 | | | | | | 772 | | | | | | (665) | | | | | | (396) | | |

| Change in fee basis | | | | | | (844) | | | | | | (825) | | | | | | (851) | | | | | | (2,882) | | | | | | (238) | | | | | | (5,640) | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

For the year ended December 31, [removed: 2023,] [added: 2024,] management fees from funds that are impacted by changes in market value and have underlying investments held in liquid strategies were approximately [removed: 3%.][added: 2%.]

As such, a hypothetical 10% decrease in fair value of our managed funds’ investments as of December 31, [removed: 2023] [added: 2024] would not have a material impact on our management fees.

A hypothetical incremental 10% decrease in the fair value of our investments as of December 31, [removed: 2023] [added: 2024] would result in declines in principal investment income and unrealized gains on investments of [removed: $124.5] [added: $120.7] million and [removed: $79.1] [added: $73.6] million, respectively.

We and our funds hold [added: 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.

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 [removed: hedge] [added: hedge: (i)] the net foreign currency exposure [removed: in:] [added: in] the funds that we advise; [added: (ii)] the balance sheet exposure for certain direct investments denominated in foreign currencies; and [added: (iii)] the cash flow exposure for foreign currencies.

We estimate that [removed: as of December 31, 2023] a hypothetical 10% decline in the rate of exchange of all foreign currencies against the U.S. dollar [added: as of December 31, 2024] would not result in a material change to management fees, carried interest, incentive fees or investments for the year ended December 31, [removed: 2023,] [added: 2024,] and would be largely offset by the currency conversions of the expenses denominated in foreign currencies.

Our Credit Facility provides a [removed: $1.325] [added: $1.4] billion revolving line of [removed: credit] [added: credit,] with [removed: the ability to upsize to $1.65 billion] [added: an accordion feature of $600.0 million] (subject to obtaining commitments for any such additional borrowing [removed: capacity)] [added: capacity),] with a maturity date of March 31, [removed: 2027.][added: 2029.]

As of December 31, [removed: 2023,] [added: 2024,] we had [removed: $895.0 million] [added: no] borrowings outstanding under the Credit Facility.

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 [added: our] investments [removed: of the Company] and [added: on] the [added: investments of the] Consolidated Funds.

In the cases where our funds pay management fees based on NAV, we would expect our [removed: segment] management fees to experience a change in direction and magnitude corresponding to that experienced by the underlying portfolios.

We generally endeavor to minimize our risk of exposure by limiting to reputable financial institutions [added: as] the counterparties with which we enter into financial transactions.

Ares is a leading global alternative investment manager with [removed: $418.8] [added: $484.4] billion of assets under management and over [removed: 2,850] [added: 3,200] employees in over 35 offices in more than 15 countries.

We offer our investors a range of investment strategies and seek to deliver attractive performance to an investor base that includes [removed: over 2,300] [added: approximately 2,700] direct institutional relationships and a significant retail investor base across our publicly-traded funds, sub-advised accounts and [removed: non-traded] [added: perpetual wealth] vehicles.

Ares believes each of its distinct but complementary investment groups in Credit, [removed: Private Equity,] Real [removed: Assets] [added: Assets, Private Equity] and Secondaries 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 [removed: offering,] [added: 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 [removed: $418.8] [added: $484.4] billion as of December 31, [removed: 2023] [added: 2024] from [removed: $74.0] [added: $82.0] billion a decade earlier.

As shown in the chart below, over the past five and [removed: 10] [added: ten] years, our assets under management have achieved a compound annual growth rate (“CAGR”) of [removed: 26%] [added: 27%] and 19%, respectively ($ in billions):

][added: v3.jpg](https://www.sec.gov/Archives/edgar/data/1176948/000162828025008665/ares-20241231_g2.jpg)]

We have established deep and sophisticated independent research capabilities in over 55 industries and insights from [removed: active] investments in over [removed: 1,800] [added: 1,900] companies, over [removed: 1,400] [added: 1,750] alternative credit investments, over [removed: 505] [added: 555] properties, over [removed: 65] [added: 60] infrastructure assets and over [removed: 900] [added: 885] limited partnership interests.

We use our longstanding relationships, considerable scale, research, industry knowledge, structuring expertise and often our [removed: self-origination] [added: 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 [added: 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.

[added: We seek to be a private equity partner of choice to management teams and believe our partnership] mentality [removed: well-positions] [added: and growth-oriented mindset helps well-position] our [removed: investments] [added: portfolio companies] for long-term success, whereby management teams gain access to our [added: value creation] expertise and extensive internal and external networks from diligence to exit.

Across our real estate equity and debt 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 [removed: through a disciplined investment process.]

Our real estate activities are managed by [removed: dedicated] equity and debt teams in [removed: the U.S.] [added: North America] and Europe, along with our vertically-integrated operating platform.

These [removed: individuals] [added: professionals] collaborate frequently within and across strategies to enhance sourcing, exchange information to inform underwriting and leverage relationships to drive pricing power.

Across our infrastructure opportunities and debt investment strategies, we have a long-tenured global team utilizing deep local sourcing capabilities and extensive sector experience to originate and manage [added: a portfolio of] diverse, high-quality investments [removed: in private infrastructure assets] across the globe.

Our [removed: secondary funds acquire] [added: real estate secondaries team acquires] interests [added: and provides secondary solutions] across a range of partnership vehicles, including [added: private real estate] funds, multi-asset portfolios and single [removed: asset] [added: property] joint ventures.

*•*Our other businesses include: (i) Ares Insurance Solutions (“AIS”); [removed: and] (ii) activities from our company sponsored [removed: special purpose vehicles] [added: SPAC] that [removed: are] [added: is] formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business [removed: combination.][added: combination; and (iii) a venture capital business with fund strategies that are focused on applied artificial intelligence, among others.]

We also recognize the importance of [removed: considering] [added: what we consider material] environmental, social and governance (“ESG”) factors in our investment process [added: to help enable us to generate attractive risk-adjusted returns] and have adopted a Responsible Investment Program for [removed: the conduct of our business.][added: this purpose.]

In addition, as part of our growth strategy, we [removed: may] 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 [removed: may] incur significant expenses for the evaluation, due diligence investigation and negotiation of potential strategic transactions.

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 [removed: 2,850] [added: 3,200] employees.

[removed: The management of our operating businesses is currently overseen by our Executive Management] [added: We have an Operating] Committee [removed: which meets frequently to discuss strategy and operational matters, and includes as representatives our Holdco Members and other senior] [added: comprised of] leadership from our investment [removed: groups] and business operations [removed: team.][added: groups that meets regularly to discuss strategy and operational matters.]

[added: 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.

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 [removed: asset] [added: investment] management industry.

Talent Management: As of December 31, [removed: 2023,] [added: 2024,] we had over [removed: 2,850 full-time] [added: 3,200] employees, comprised of [removed: approximately 1,000] [added: over 1,100] professionals in our investment groups and over [removed: 1,850] [added: 2,100] operations management professionals, located in over 35 offices in more than 15 countries.

- Governance and Policies: Ares is committed to providing a work environment in which all individuals [added: act with integrity, and] are treated with respect and dignity.

[removed: While our culture is the foundation of our work environment, our] [added: Our] equal opportunity employment, [removed: diversity,] [added: compliance,] anti-harassment and anti-discrimination policies reinforce [removed: a professional atmosphere.][added: our culture.]

- Recruiting and Onboarding: We pursue several strategic paths to hire top talent, including campus and lateral recruiting [removed: efforts, and focus on diversity.][added: efforts.]

We prioritize making all new team members feel welcome and [removed: seek to] set them up for success through [added: comprehensive] onboarding training, ongoing touchpoints, and [removed: connecting them] [added: connections] with our employee resource groups (“ERGs”), which are grassroots, employee-led, executive-sponsored groups and open to all team members.

Available roles span our investment and [removed: operations management] [added: non-investment] teams.

- Education Sponsorship Program: Employees are encouraged to participate in degree programs, business-related seminars, workshops, ad-hoc academic courses, continued education seminars to maintain job-related licenses and other outside training courses to facilitate professional [removed: development, the cost of which is reimbursed to the employee by Ares.][added: development.]

- Internal Training and Development Programs: We continue to foster an environment that cultivates company and employee growth through educational programs focused on professional development, [removed: mandated] [added: mandatory] training and other learning opportunities that are offered in person or online.

Our team is focused on the training and development of our employees and has invested in [removed: a learning] management [removed: system to facilitate this initiative.][added: development training for our leaders.]

Our formal, firm-wide annual review process includes a self-assessment, a 360-degree feedback component, [removed: calibration] and round table [removed: discussions, and year-end evaluations provided by managers to employees.][added: discussions.]

In addition to the annual review, we also conduct mid-year performance reviews that are less formal and serve to evaluate progress against goals and as an opportunity to discuss specific career development [removed: objectives that were identified in the annual assessment.]

[removed: We pursue a] [added: Our] strategy [removed: that is designed to address ESG issues most relevant to our business, starting] [added: starts] with a corporate sustainability program focused on our corporate operations and then [removed: scaling] [added: scales] through [removed: a responsible investment program] [added: our Responsible Investment Program] that focuses on our investment platform.

- [removed: In order to continuously improve our ESG integration processes, we] [added: Governance*:* We] have defined three tiers of roles and responsibilities for [removed: oversight and implementation:] [added: our ESG integration process:] (i) [removed: Oversight Responsibility;] [added: oversight responsibility;] (ii) [removed: Defining Implementation;] [added: defining implementation;] and (iii) [removed: Driving Implementation.][added: driving implementation.]

The [removed: Oversight Responsibility] [added: oversight responsibility] tier is led by our Global Head of ESG and consists of our most-senior [removed: managers] [added: professionals] and decision-making bodies, including our [removed: Executive Management Committee and] board of directors.

Next, our [added: dedicated] ESG team is responsible for [removed: Defining Implementation] [added: defining implementation] steps and processes in partnership with [added: respective investment teams and] ESG champions embedded within each business line to adapt [removed: the Ares firm-wide] [added: Ares’] approach to strategy-specific implementation steps.

[removed: - Where] [added: Additionally, where] appropriate, we aim to engage with industry organizations to help shape emerging areas of ESG practice.

On January 1, 2024, we changed our segment composition.

The special opportunities strategy, historically part of the Private Equity Group, is now referred to as opportunistic credit and is presented within the Credit Group.

through a disciplined investment process.

On December 1, 2024, Ares completed the acquisition of Walton Street Capital Mexico S. de R.L. de C.V. and certain of its affiliates (“WSM”) (the “WSM Acquisition”), a real estate asset management platform focused primarily on the industrial real estate sector in Mexico.

The activities of WSM are presented within the Real Assets Group within our North American real estate equity strategy, which we renamed from U.S. real estate equity following the WSM Acquisition.

The strategy name change did not result in any change to the historical composition of our segments.

The infrastructure strategy invests through both debt and equity 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.

We believe our team’s continuity, significant industry and regional experience, accumulated knowledge of investing across market cycles and transaction types, along with our culture of collaboration, have been critical to our success.

The management of our operating businesses is currently overseen by our board of directors and managed by our

senior leadership.

We seek feedback throughout the year to improve our recruiting and onboarding processes.

Year-end evaluations are provided to employees by managers and include ratings to provide transparent feedback.

objectives that were identified in the annual assessment.

Environmental, Social and Governance: We believe that targeted ESG efforts are a part of our objective of delivering attractive investment returns to our investors.

We pursue a strategy that is designed to mitigate risks and create value by seeking to address business-relevant ESG issues.

Finally, we focus on driving implementation utilizing strategy-specific processes.

Investment professionals, including our portfolio management teams, seek to execute ESG-related tasks for select investments and scalability of our approach.

- Responsible Investment Program: Our Responsible Investment Program describes our ESG integration and management processes.

We believe our approach to integrating and managing what we consider to be material ESG considerations in the investment process can help manage risk, shape the long-term growth and performance of our investments and enable value creation opportunities.

We aim to engage portfolio companies and assets to address business-relevant risks and opportunities and act responsibly towards stakeholders in line with our fiduciary duties.

- Reports and Disclosures: Our annual Sustainability Report communicates Ares’ corporate and strategy-specific progress and select highlights of our sustainability efforts.

Our Sustainability Disclosures supplement our annual Sustainability Report and are aligned with applicable Sustainability Accounting Standards Board (“SASB”) Standards and also considers the Global Reporting Initiative (“GRI”) Standards.

We also publish our annual Climate Action Report aligned with the Taskforce on Climate-related Financial Disclosures (“TCFD”) recommendations.

We have identified DEI champions within each investment group to help develop strategies for their asset class and integrate DEI considerations into the investment lifecycle, as appropriate.

This includes support for the design, pilot and scale up of new approaches that encourage innovation to help close the wealth gap in the communities where the firm does business.

Moreover, the Ares Foundation undertakes research and special initiatives intended to inform both the philanthropic sector and policy.

In addition, the Ares Foundation Learning Communities support grantees through knowledge-building and exchange to complement the funding they receive.

These communities of practice help organizations establish aligned networks, develop knowledge to inform their work and build organizational capacity for innovation by accessing support from other funders.

The year-long, cohort experience explores topics like measurement, evaluation and storytelling.

Guided by the belief that as the firm thrives, so should our communities and our society, Ares is committed to donating a portion of our annualized, realized net performance income from select Ares funds to tie investment performance to social impact.

learn more about their organizations, understand the purpose and significance of their work, and glean valuable insights to apply professionally and personally.

2024 Highlights

| | | | Credit: $69.1 | | | | | | | | | | | | Real Assets: $11.5 | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | Opportunistic Credit | | | | | | APAC Credit | | | | | | Other | | | | | | | | | | | | | | | | | | | | | | | | Infrastructure Debt | | | | | | Infrastructure Opportunities | | | | | | | | |

| | | | Private Equity: $0.5 | | | | | | | | | Secondaries: $5.1 | | | | | |

 

BUSINESS

Credit now includes the APAC credit platform.

In connection with a merger agreement, we rebranded Ares SSG Capital Holdings Limited and its operating subsidiaries (“SSG” and subsequently rebranded as “Ares SSG”) as Ares Asia and the Ares SSG credit business as Asia credit, which was subsequently rebranded as APAC credit.

APAC credit makes credit and special situations investments through its local originating presence across Asia-Pacific (“APAC”) on behalf of its institutional client base.

- Private Equity: Our private equity professionals have demonstrated the ability to deploy capital across various market environments at attractive rates of return through control and non-control transactions.

At the center of our investment process is a systematic approach that emphasizes rigorous due diligence at company and market levels in addition to assessing attractive relative value.

We seek to be a private equity partner of choice and believe our partnership

In addition to focusing on generating strong returns for our investors, we are simultaneously focused on driving positive change by helping to promote diversity, inclusivity and social responsibility in the companies in which we invest, which we believe benefits the businesses as a whole in addition to its employees, communities and stakeholders.

In addition, we completed the acquisition of the investment management business and related operating entities collectively doing business as Crescent Point Capital on October 2, 2023 (the “Crescent Point Acquisition”), a leading Asia-focused private equity firm.

The acquired business is presented within the Private Equity Group as APAC private equity.

The infrastructure strategy focuses on debt and equity in essential infrastructure assets and companies with stable cash flow profiles through long-term contracts and high barriers to entry, and may demonstrate a lower correlation to public markets and potential for inflation projection.

Each of our investment

Environmental, Social and Governance: We believe that ESG is integral to driving long-term success for our business.

We focus on Driving Implementation through all levels of investment professionals and management to promote the integration and scalability of our approach.

For example, Ares is the Chair of the UN Principles for Responsible Investing (“UNPRI”) Private Debt Advisory Committee, which aims to define and promote best practices for ESG integration within the direct lending market.

Ares is also a public supporter of the Financial Stability Board Taskforce on Climate-related Financial Disclosures (“TCFD”).

In addition, we engage with the ESG Data Convergence Initiative, Partnership for Carbon Accounting Financials and Initiative Climat International to improve consistency and transparency in our ESG and climate disclosures.

- As part of our efforts to manage the risks and opportunities associated with the energy transition, we seek to engage our portfolio companies on greenhouse gas emissions measurement and support them in their emissions reduction strategies.

We are committed to measuring and reporting on our greenhouse gas emissions.

We aim to minimize our own corporate footprint through initiatives to reduce operational emissions and by addressing residual, harder-to-abate emissions with tools such as renewable energy certificates and the purchase of carbon credits we believe to be high-quality.

We have identified DEI champions within each investment group to develop bespoke strategies focused on representation, DEI governance, equitable access, and employee engagement and equity ownership, which we intend to integrate into our business plans each year.

In addition, we are focused on supporting vendor and supplier diversity in our procurement practices.

In 2022, we also introduced sustainability-linked pricing to our Credit Facility, tying a portion of our borrowing costs

to certain ESG and DEI-related targets.

Due to the achievement of the ESG-related targets in 2023, our base rate and unused commitment fee on our Credit Facility have been reduced from July 2023 through June 2024.

We also participate in DEI-focused industry groups in an effort to identify and advance best practices more broadly within alternative asset management.

We fund and work alongside high-quality nonprofit organizations to devise inspired solutions to critical societal issues.

Our employee-directed grants support initiatives that, for example, help low-income women in Singapore transition out of poverty, examine barriers to young people’s workforce entry in the U.K. and catalyze intergenerational entrepreneurship in the U.S. Our signature initiatives seek to address pervasive challenges through large-scale funding commitments that reflect our desire to improve the lives of current and future generations.

Our commitments include Climate-Resilient Employees for a Sustainable Tomorrow (“CREST”), a five-year $25.0 million commitment that aims to close the gap between the demand for a skilled workforce for green jobs and the number of people ready for these opportunities in the U.S. and India, and AltFinance, a 10-year $30.0 million commitment to help equip Historically Black College and University students for careers in alternative investment management.

Ares is committed to donating a portion of our annualized carried interest allocations and incentive fees from certain funds to the Ares Foundation, which helps further align the firms’ investment and charitable activities.

Moreover, the Ares Foundation benefits from the generosity of Ares employees who are able to donate cash, equity or a portion of the realized proceeds from carried interest in certain funds.

We believe that Pathfinder I is the first institutional private investment fund to utilize a predefined structure to make a substantial commitment to charitable activities.

2023 Highlights

| | | | | | | Credit: $55.4 | | | | | | | | | Private Equity: $1.6 | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | Liquid Credit | | | | | | APAC Credit | | | | | | Other | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | Real Assets: $6.9 | | | | | | | | | Secondaries: $3.6 | | | | | |

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

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 [removed: proceedings in the ordinary course of business,] [added: proceedings,] including those arising from our management of such [removed: funds, and may, as a result, incur significant costs and expenses in connection with such legal proceedings.][added: funds.]

[removed: We] [added: 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 [added: legal or] regulatory proceedings or investigations against us or our funds and their investment advisers, respectively.

We [removed: may] incur significant costs and expenses in connection with any such [added: proceedings,] information [removed: requests, proceedings or] [added: requests and] investigations.

Legal proceedings may increase to the extent we find it necessary to foreclose or otherwise enforce remedies with respect to loans that are in default, which borrowers may seek to resist by asserting counterclaims and defenses against us.

As of December 31, 2023, we were not subject to any material pending legal proceedings.

For the fiscal year ended December 31, [removed: 2023][added: 2024]

[removed: ][added: ]

[removed: 2000] [added: 1800] Avenue of the Stars, [removed: 12th Floor,] [added: Suite 1400,] Los Angeles, CA 90067

The aggregate market value of the common shares held by non-affiliates of the registrant on June 30, [removed: 2023,] [added: 2024,] based on the closing price on that date of [removed: $96.35] [added: $133.28] on the New York Stock Exchange, was approximately [removed: $16,519,398,894.][added: $25,545,399,693.]

As of February [removed: 20, 2024] [added: 21, 2025] there were [removed: 189,877,592] [added: 204,107,275] of the registrant’s shares of Class A common stock outstanding, 3,489,911 of the registrant’s shares of non-voting common stock outstanding, 1,000 shares of the registrant’s Class B common stock outstanding, [removed: and 116,232,034] [added: 107,811,420] of the registrant’s Class C common stock [added: outstanding and 30,000,000 of the registrant’s Series B mandatory convertible preferred stock] outstanding.

Part III of this Form 10-K incorporates by reference information from the registrant’s definitive proxy statement related to the [removed: 2024] [added: 2025] annual meeting of stockholders.

| [Item 1A. Risk [removed: Factors](#i4604832750cd42a2b5adc545ede11247_316)] [added: Factors](#i119dfda360094cffa45611eae8931cd4_292)] | | | | | | | | | | | | [removed: [38](#i4604832750cd42a2b5adc545ede11247_316)] [added: [37](#i119dfda360094cffa45611eae8931cd4_292)] | | |

| [Item 1B. Unresolved Staff [removed: Comments](#i4604832750cd42a2b5adc545ede11247_319)] [added: Comments](#i119dfda360094cffa45611eae8931cd4_295)] | | | | | | | | | | | | [removed: [100](#i4604832750cd42a2b5adc545ede11247_319)] [added: [96](#i119dfda360094cffa45611eae8931cd4_295)] | | |

| [Item 4. Mine Safety [removed: Disclosures](#i4604832750cd42a2b5adc545ede11247_199)] [added: Disclosures](#i119dfda360094cffa45611eae8931cd4_175)] | | | | | | | | | | | | [removed: [101](#i4604832750cd42a2b5adc545ede11247_199)] [added: [97](#i119dfda360094cffa45611eae8931cd4_175)] | | |

| [Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i4604832750cd42a2b5adc545ede11247_376)] [added: Securities](#i119dfda360094cffa45611eae8931cd4_307)] | | | | | | | | | | | | [removed: [102](#i4604832750cd42a2b5adc545ede11247_376)] [added: [98](#i119dfda360094cffa45611eae8931cd4_307)] | | |

| [Item 7. Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i4604832750cd42a2b5adc545ede11247_382)] [added: Operations](#i119dfda360094cffa45611eae8931cd4_316)] | | | | | | | | | | | | [removed: [104](#i4604832750cd42a2b5adc545ede11247_382)] [added: [101](#i119dfda360094cffa45611eae8931cd4_316)] | | |

| [Item 7A. Quantitative and Qualitative Disclosures about Market [removed: Risk](#i4604832750cd42a2b5adc545ede11247_397)] [added: Risk](#i119dfda360094cffa45611eae8931cd4_334)] | | | | | | | | | | | | [removed: [161](#i4604832750cd42a2b5adc545ede11247_397)] [added: [160](#i119dfda360094cffa45611eae8931cd4_334)] | | |

| [Item 8. Financial Statements and Supplementary [removed: Data](#i4604832750cd42a2b5adc545ede11247_400)] [added: Data](#i119dfda360094cffa45611eae8931cd4_337)] | | | | | | | | | | | | [removed: [163](#i4604832750cd42a2b5adc545ede11247_400)] [added: [163](#i119dfda360094cffa45611eae8931cd4_337)] | | |

| [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i4604832750cd42a2b5adc545ede11247_403)] [added: Disclosure](#i119dfda360094cffa45611eae8931cd4_340)] | | | | | | | | | | | | [removed: [163](#i4604832750cd42a2b5adc545ede11247_403)] [added: [163](#i119dfda360094cffa45611eae8931cd4_340)] | | |

| [Item 9A. Controls and [removed: Procedures](#i4604832750cd42a2b5adc545ede11247_406)] [added: Procedures](#i119dfda360094cffa45611eae8931cd4_343)] | | | | | | | | | | | | [removed: [163](#i4604832750cd42a2b5adc545ede11247_406)] [added: [163](#i119dfda360094cffa45611eae8931cd4_343)] | | |

| [Item 9B. Other [removed: Information](#i4604832750cd42a2b5adc545ede11247_409)] [added: Information](#i119dfda360094cffa45611eae8931cd4_346)] | | | | | | | | | | | | [removed: [166](#i4604832750cd42a2b5adc545ede11247_415)] [added: [166](#i119dfda360094cffa45611eae8931cd4_358)] | | |

| [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections.](#i4604832750cd42a2b5adc545ede11247_412)] [added: Inspections.](#i119dfda360094cffa45611eae8931cd4_355)] | | | | | | | | | | | | [removed: [166](#i4604832750cd42a2b5adc545ede11247_412)] [added: [165](#i119dfda360094cffa45611eae8931cd4_355)] | | |

| [Item 10. Directors, Executive Officers and Corporate [removed: Governance](#i4604832750cd42a2b5adc545ede11247_418)] [added: Governance](#i119dfda360094cffa45611eae8931cd4_361)] | | | | | | | | | | | | [removed: [166](#i4604832750cd42a2b5adc545ede11247_418)] [added: [166](#i119dfda360094cffa45611eae8931cd4_361)] | | |

| [Item 11. Executive [removed: Compensation](#i4604832750cd42a2b5adc545ede11247_421)] [added: Compensation](#i119dfda360094cffa45611eae8931cd4_364)] | | | | | | | | | | | | [removed: [166](#i4604832750cd42a2b5adc545ede11247_421)] [added: [166](#i119dfda360094cffa45611eae8931cd4_364)] | | |

| [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder [removed: Matters](#i4604832750cd42a2b5adc545ede11247_424)] [added: Matters](#i119dfda360094cffa45611eae8931cd4_367)] | | | | | | | | | | | | [removed: [166](#i4604832750cd42a2b5adc545ede11247_424)] [added: [166](#i119dfda360094cffa45611eae8931cd4_367)] | | |

| [Item 13. Certain Relationships and Related Transactions, and Director [removed: Independence](#i4604832750cd42a2b5adc545ede11247_427)] [added: Independence](#i119dfda360094cffa45611eae8931cd4_370)] | | | | | | | | | | | | [removed: [166](#i4604832750cd42a2b5adc545ede11247_427)] [added: [166](#i119dfda360094cffa45611eae8931cd4_370)] | | |

| [Item 14. Principal Accounting Fees and [removed: Services](#i4604832750cd42a2b5adc545ede11247_430)] [added: Services](#i119dfda360094cffa45611eae8931cd4_373)] | | | | | | | | | | | | [removed: [166](#i4604832750cd42a2b5adc545ede11247_430)] [added: [166](#i119dfda360094cffa45611eae8931cd4_373)] | | |

| [Item 15. [removed: Exhibits,] [added: Exhibits and] Financial Statement [removed: Schedules](#i4604832750cd42a2b5adc545ede11247_436)] [added: Schedules](#i119dfda360094cffa45611eae8931cd4_379)] | | | | | | | | | | | | [removed: [168](#i4604832750cd42a2b5adc545ede11247_436)] [added: [167](#i119dfda360094cffa45611eae8931cd4_379)] | | |

| [Item 16. Form 10-K [removed: Summary](#i4604832750cd42a2b5adc545ede11247_439)] [added: Summary](#i119dfda360094cffa45611eae8931cd4_382)] | | | | | | | | | | | | [removed: [172](#i4604832750cd42a2b5adc545ede11247_439)] [added: [171](#i119dfda360094cffa45611eae8931cd4_382)] | | |

Some of these factors are described in this Annual Report on Form 10-K for the year ended December 31, [removed: 2023,] [added: 2024,] under the headings “Item 7.

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 [removed: AOG entities.][added: 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 [removed: our] [added: the] Operations Management [removed: Group.][added: Group (the “OMG”).]

[removed: The] [added: 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 [removed: management] [added: management,] and [removed: distribution.]

[removed: The OMG includes Ares Wealth Management Solutions, LLC (“AWMS”) that] [added: AWMS] facilitates the product development, distribution, marketing and client management activities for investment offerings in the [added: global wealth management channel.]

Additionally, the OMG provides services to certain of [removed: the Company’s] [added: 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.

- “Ares Operating Group entities” or an [removed: "AOG Entity"] [added: “AOG Entity”] refers to, collectively, Ares [removed: Holdings,] [added: 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;

NAV [added: generally] refers to [removed: the] fair value of the assets of [removed: a] [added: the] fund less the [removed: fair value] [added: liabilities] of the [added: fund but may represent carrying value of assets and] liabilities of [removed: the fund.][added: funds that are not reported at fair value.]

- “effective management fee rate” represents [removed: the] annualized [added: management] fees divided by the average fee paying AUM for the period, excluding the impact of catch-up fees;

[removed: 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, gross asset value or NAV.

- “fee related earnings” or “FRE”, a non-GAAP [removed: measure,] [added: measure that] is [added: 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.

- “Holdco Members” refers to Michael Arougheti, David Kaplan, Antony Ressler, Bennett [removed: Rosenthal, Ryan Berry] [added: Rosenthal] and R.

With respect to Ares Capital Corporation (NASDAQ: ARCC) [removed: (“ARCC”) and] [added: (“ARCC”),] Ares Strategic Income [removed: Fund’s (“ASIF”)] [added: Fund (“ASIF”), our open-ended European direct lending fund and our infrastructure private business development company (“BDC”)] AUM, only Part II Fees may be generated from IEAUM;

[removed: ARCC] [added: ARCC, ASIF, our open-ended European direct lending fund] and [removed: ASIF] [added: our infrastructure private BDC] are only included in IGAUM when Part II Fees are being generated;

[removed: It] also includes funds managed by Ivy Hill Asset Management, L.P., a wholly owned portfolio company of ARCC and an SEC-registered investment adviser;

- “Part I Fees” refers to a quarterly fee on the net investment income of ARCC, CION Ares Diversified Credit Fund [removed: (“CADC”)] [added: (“CADC”), ASIF, our open-ended European direct lending fund] and [removed: ASIF.][added: our infrastructure private BDC.]

| 6.75% Series B mandatory convertible preferred stock, par value $0.01 per share | | | ARES.PRB | | | New York Stock Exchange | | |

| [PART I](#i119dfda360094cffa45611eae8931cd4_286) | | | | | | | | | | | | | | |

| [Item 1. Business](#i119dfda360094cffa45611eae8931cd4_289) | | | | | | | | | | | | [9](#i119dfda360094cffa45611eae8931cd4_289) | | |

| [Item 1C. Cybersecurity](#i119dfda360094cffa45611eae8931cd4_298) | | | | | | | | | | | | [96](#i119dfda360094cffa45611eae8931cd4_298) | | |

| [Item 2. Properties](#i119dfda360094cffa45611eae8931cd4_301) | | | | | | | | | | | | [97](#i119dfda360094cffa45611eae8931cd4_301) | | |

| [Item 3. Legal Proceedings](#i119dfda360094cffa45611eae8931cd4_163) | | | | | | | | | | | | [97](#i119dfda360094cffa45611eae8931cd4_301) | | |

| [PART II](#i119dfda360094cffa45611eae8931cd4_304) | | | | | | | | | | | | | | |

| [Item 6. \[Reserved\]](#i119dfda360094cffa45611eae8931cd4_313) | | | | | | | | | | | | [100](#i119dfda360094cffa45611eae8931cd4_313) | | |

| [PART III](#i119dfda360094cffa45611eae8931cd4_358) | | | | | | | | | | | | | | |

| [PART IV](#i119dfda360094cffa45611eae8931cd4_376) | | | | | | | | | | | | | | |

| [Signatures](#i119dfda360094cffa45611eae8931cd4_385) | | | | | | | | | | | | [172](#i119dfda360094cffa45611eae8931cd4_385) | | |

distribution, including Ares Wealth Management Solutions, LLC (“AWMS”).

- “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;

For

It

On October 8, 2024, Ares Holdings repaid the 2024 Senior Notes at maturity;

- “2054 Senior Notes” refers to senior notes issued by the Company in October 2024 with a maturity in October 2054.

| [PART I](#i4604832750cd42a2b5adc545ede11247_310) | | | | | | | | | | | | | | |

| [Item 1. Business](#i4604832750cd42a2b5adc545ede11247_313) | | | | | | | | | | | | [9](#i4604832750cd42a2b5adc545ede11247_313) | | |

| [Item 1C. Cybersecurity](#i4604832750cd42a2b5adc545ede11247_2732) | | | | | | | | | | | | [100](#i4604832750cd42a2b5adc545ede11247_2732) | | |

| [Item 2. Properties](#i4604832750cd42a2b5adc545ede11247_322) | | | | | | | | | | | | [101](#i4604832750cd42a2b5adc545ede11247_322) | | |

| [Item 3. Legal Proceedings](#i4604832750cd42a2b5adc545ede11247_187) | | | | | | | | | | | | [101](#i4604832750cd42a2b5adc545ede11247_322) | | |

| [PART II](#i4604832750cd42a2b5adc545ede11247_373) | | | | | | | | | | | | | | |

| Item 6. \[Reserved\] | | | | | | | | | | | | [104](#i4604832750cd42a2b5adc545ede11247_379) | | |

| [PART III](#i4604832750cd42a2b5adc545ede11247_415) | | | | | | | | | | | | | | |

| [PART IV](#i4604832750cd42a2b5adc545ede11247_433) | | | | | | | | | | | | | | |

| [Signatures](#i4604832750cd42a2b5adc545ede11247_370) | | | | | | | | | | | | [173](#i4604832750cd42a2b5adc545ede11247_370) | | |

In addition to our operating segments, we have an Operations Management Group (the “OMG”).

global wealth management channel.

- “catch-up fees” refers to retroactive management fees that are episodic in nature and are calculated between the fee initiation date and the day prior to the period in which additional capital commitments are received and catch-up fees are measured, representing fees charged to new fund investors in subsequent closings of a fundraising period.

Therefore, catch-up fees for each quarter during an annual period may not equal to the catch-up fees calculated for the same annual period;

- “net inflows of capital” refers to net new commitments during the period, including equity and debt commitments and gross inflows into our open-ended managed accounts and sub-advised accounts, as well as new debt and equity issuances by our publicly-traded vehicles minus redemptions from our open-ended funds, managed accounts and sub-advised accounts;

Assessment, Identification and Management of Material Risks from [removed: Cybersecurity][added: Cybersecurity Threats]

The assessment of cybersecurity [removed: risks] [added: threats] is integrated into our Enterprise Risk Management program, which is overseen by our Enterprise Risk Committee (the “ERC”), as discussed below.

Material Impact of [added: Risks from] Cybersecurity [removed: Risks][added: Threats]

[removed: In the last three fiscal years, we have not experienced a material information security breach incident and the] [added: 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 [removed: operations,] [added: operations] or financial condition.

Risk Factors—General Risk [removed: Factors—Cybersecurity failures and data security] [added: Factors—Security] incidents [added: or cyber-attacks] 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 ERC is a [removed: cross-functional] committee that governs and oversees our Enterprise Risk Program, including [removed: cybersecurity.]

The ERC includes our Chief Executive Officer, [added: Co-Presidents,] Chief Financial Officer, General Counsel, Global Chief Compliance [removed: Officer, Chief Information Officer, CISO,] [added: Officer] and Head of Enterprise Risk, who acts as chairperson of the ERC.

[removed: Certain members of the ERC periodically report] [added: 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.

We have not experienced an information security breach incident that has materially affected our business strategy, results of operations or financial condition.

The CISO reports cybersecurity updates to the ERC.

cybersecurity.

The CISO is also a member of the ERC.

Our principal executive offices are located in leased office space at [removed: 2000] [added: 1800] Avenue of the Stars, [removed: 12th Floor,] [added: Suite 1400,] Los Angeles, California.

We also lease office space in [removed: Culver City,] New York, London and other cities around the world.

The number of holders of record of our Class A common stock as of February [removed: 20, 2024] [added: 21, 2025] was [removed: 19,] [added: 24,] which does not include the number of shareholders that hold shares in “street name” through banks or broker-dealers.

The following graph depicts the total return to holders of our Class A common stock from the closing price on December 31, [removed: 2018] [added: 2019] through December 31, [removed: 2023,] [added: 2024,] 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, [removed: 2018] [added: 2019] and dividends received reinvested in the security or index.

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 [removed: the Company’s] [added: our] filings under the Securities Act or the Exchange Act.

[removed: ][added: ]

During [removed: 2022,] [added: 2023,] we declared a dividend each quarter of [removed: $0.61] [added: $0.77] (totaling [removed: $2.44] [added: $3.08] annually) per share to Class A common stockholders and non-voting common stockholders, or approximately [removed: $429.1] [added: $571.9] million.

During [removed: 2023,] [added: 2024,] we declared a dividend each quarter of [removed: $0.77] [added: $0.93] (totaling [removed: $3.08] [added: $3.72] annually) per share to Class A and non-voting common [removed: stockholders at the close of business on March 17, 2023, June 16, 2023, September 15, 2023, and December 15, 2023, respectively,] [added: stockholders,] or approximately [removed: $571.9] [added: $743.0] million.

In February [removed: 2024, the Company’s] [added: 2025, our] board of directors declared a quarterly dividend of [removed: $0.93] [added: $1.12] per share of Class A and non-voting common stock with respect to the first quarter of [removed: 2024] [added: 2025] payable on March [removed: 29, 2024] [added: 31, 2025] to common stockholders of record at the close of business on March [removed: 15, 2024.][added: 17, 2025.]

Subject to the approval of our board of directors, we intend to pay a dividend of [removed: $0.93] [added: $1.12] per share of our Class A and non-voting common stock per quarter in [removed: 2024.][added: 2025.]

As fee related earnings reflect the core earnings of our business and consist of management [removed: fee] [added: fees, other fees] and fee related performance revenues less compensation and [added: 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 [removed: basis][added: basis.]

Our dividend policy reflects our intention to retain [added: realized] net performance income, which excludes our fee related performance revenues.

[added: 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).

Dividend Policy for the Series B Mandatory Convertible Preferred Stock

On October 10 2024, we issued 30,000,000 shares of our Series B mandatory convertible preferred stock, for total proceeds of $1,462.5 million (after deducting underwriting discounts but before offering expenses).

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, 2024, 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, totaling approximately $22.8 million payable on January 1, 2025 to holders of record of shares of the Series B mandatory convertible preferred stock.

In February 2025, our board of directors declared a quarterly dividend of $0.84375 per share, amounting to $25.3 million payable on April 1, 2025 to holders of record of shares of the Series B mandatory convertible preferred stock on March 15, 2025.

Generally, these tax distributions are computed based on our

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, [removed: 2023.][added: 2024.]

Based upon that evaluation and subject to the foregoing, our principal executive officer and principal financial officer concluded that, as of December 31, [removed: 2023,] [added: 2024,] the design and operation of our disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level.

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, [removed: 2023] [added: 2024] that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, [removed: 2023.][added: 2024.]

We have audited Ares Management Corporation’s internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the [removed: COSO criteria).][added: “COSO criteria”).]

In our opinion, Ares Management Corporation (the [removed: Company)] [added: “Company”)] maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) [removed: (PCAOB),] [added: (“PCAOB”),] the consolidated statements of financial condition of the Company as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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, [removed: 2023,] [added: 2024,] and the related notes and our report dated February 27, [removed: 2024] [added: 2025] expressed an unqualified opinion thereon.

February 27, 2025

February 27, 2024

During the three months ended December 31, [removed: 2023,] [added: 2024,] certain [added: of our] executive officers and directors [removed: of the Company] or a vehicle controlled by them (each, a “Plan Participant”) entered into Rule 10b5-1 trading plan (a “Rule 10b5-1 Trading Plan”) to sell shares of [removed: the Company’s] [added: our] Class A common stock, in each case, subject to any applicable volume limitations.

| Bennett Rosenthal, Director, Co-Founder and Chairman of Private Equity Group | | | | | | [removed: December 14, 2023] [added: November 19, 2024] | | | | | | [removed: 250,000] [added: 100,000] | | | | | | [removed: December 1, 2024] [added: August 15, 2025] | | |

| David Kaplan, Director and Co-Founder | | | | | | [removed: December 14, 2023] [added: November 19, 2024] | | | | | | [removed: 250,000] [added: 100,000] | | | | | | [removed: December 1, 2024] [added: August 15, 2025] | | |

A Rule 10b5-1 Trading Plan is a written document that pre-establishes the amounts, prices and dates (or formulas for determining the amounts, prices and dates) of future purchases or sales of [removed: the Company’s] [added: our] common stock, including, if applicable, shares issued upon exercise of stock options or vesting of [removed: restricted stock units.][added: unvested awards.]

| | | | | | | | | | | | | | | | | | | | | |

| Michael Arougheti, Co-Founder & Chief Executive Officer | | | | | | December 13, 2024 | | | | | | 1,880,845 | | | | | | January 31, 2026 | | |

| | | | | | | | | | | | | | | | | | | | | |

| Michael Arougheti, Director, Co-Founder, Chief Executive Officer & President | | | | | | December 14, 2023 | | | | | | 999,585 | | | | | | February 1, 2025 | | |

| Antony Ressler, Executive Chairman & Co-Founder | | | | | | December 15, 2023 | | | | | | 2,000,000 | | | | | | March 1, 2025 | | |

The information required by this item is incorporated by reference to our definitive Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days of December 31, [removed: 2023.][added: 2024.]

The information required by this item is incorporated by reference to our definitive Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days of December 31, [removed: 2023.][added: 2024.]

The information required by this item is incorporated by reference to our definitive Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days of December 31, [removed: 2023.][added: 2024.]

The information required by this item is incorporated by reference to our definitive Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days of December 31, [removed: 2023.][added: 2024.]

The information required by this item is incorporated by reference to our definitive Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days of December 31, [removed: 2023.][added: 2024.]

| Consolidated Statements of Financial Condition as of December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] | | |

| Consolidated Statements of Operations for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] | | |

| Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] | | |

| Consolidated Statements of Changes in Equity for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] | | |

| Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] | | |

| [removed: [3.2](http://www.sec.gov/Archives/edgar/data/1176948/000110465918068505/a18-40124_1ex99d4.htm)] [added: [3.2](https://www.sec.gov/Archives/edgar/data/1176948/000110465918068505/a18-40124_1ex99d4.htm)] | | | | | | Bylaws of Ares Management Corporation (incorporated by reference to Exhibit 99.4 to the Registrant’s Current Report on Form 8-K (File No. 001-36429) filed with the SEC on November 15, 2018). | | |

| [removed: [4.1*](https://www.sec.gov/Archives/edgar/data/1176948/000162828024007014/a2023q4exhibit41.htm)] [added: [4.1*](https://www.sec.gov/Archives/edgar/data/1176948/000162828025008665/a2024q4exhibit41.htm)] | | | | | | Description of Ares Management Corporation’s Securities. | | |

| [removed: [4.2](http://www.sec.gov/Archives/edgar/data/1176948/000110465914070769/a14-21394_4ex4d1.htm)] [added: [4.2](https://www.sec.gov/Archives/edgar/data/1176948/000162828020009441/june2020exhibit41bondo.htm)] | | | | | | Indenture dated as of [removed: October 8, 2014] [added: June 15, 2020] among Ares Finance Co. [removed: LLC, Ares Management, L.P., Ares Holdings Inc., Ares Domestic Holdings Inc., Ares Real Estate Holdings] [added: II] LLC, Ares Holdings L.P., Ares [removed: Domestic Holdings L.P., Ares] Investments L.P., Ares [removed: Real Estate Holdings L.P., Ares] Management LLC, Ares Investments Holdings [added: LLC, Ares Finance Co.] LLC and [added: 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 on Form 8-K (File No. 001-36429) filed with the SEC on [removed: October 8, 2014).] [added: June 15, 2020).] | | |

| [removed: [4.3](http://www.sec.gov/Archives/edgar/data/1176948/000110465914070769/a14-21394_4ex4d2.htm)] [added: [4.3](https://www.sec.gov/Archives/edgar/data/1176948/000162828020009441/june2020exhibit42bondo.htm)] | | | | | | First Supplemental Indenture dated as of [removed: October 8, 2014] [added: June 15, 2020] among Ares Finance Co. [removed: LLC, Ares Management, L.P., Ares Holdings Inc., Ares Domestic Holdings Inc., Ares Real Estate Holdings] [added: II] LLC, Ares Holdings L.P., Ares [removed: Domestic Holdings L.P., Ares] Investments L.P., Ares [removed: Real Estate Holdings L.P., Ares] Management LLC, Ares Investments Holdings [added: LLC, Ares Finance Co.] LLC and [added: Ares Offshore Holdings L.P. and] U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K (File No. 001-36429) filed with the SEC on [removed: October 8, 2014).] [added: June 15, 2020).] | | |

| [removed: [4.4](http://www.sec.gov/Archives/edgar/data/1176948/000110465915057734/a15-17011_1ex10d2.htm)] [added: [4.8](https://www.sec.gov/Archives/edgar/data/1176948/000110465922006484/tm222637d5_ex4-2.htm)] | | | | | | First [removed: Amendment,] [added: Supplemental Indenture] dated as of [removed: August 7, 2015, to the First Supplemental Indenture, dated October 8, 2014, to the indenture, dated October 8, 2014,] [added: January 21, 2022] among Ares Finance Co. [added: IV] LLC, [removed: the guarantors party thereto] [added: Ares Holdings L.P., Ares Investments 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 [removed: 10.2] [added: 4.2] to the Registrant’s Current Report on Form 8-K (File No. 001-36429) filed with the SEC on [removed: August 7, 2015).] [added: January 21, 2022).] | | |

| [removed: [4.5](https://www.sec.gov/Archives/edgar/data/1176948/000110465914070769/a14-21394_4ex4d2.htm)] [added: [4.4](https://www.sec.gov/Archives/edgar/data/1176948/000162828020009441/june2020exhibit42bondo.htm)] | | | | | | Form of [removed: 4.000%] [added: 3.250%] Senior Note due [removed: 2024] [added: 2030] (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K (File No. 001-36429) filed with the SEC on [removed: October 8, 2014).] [added: June 15, 2020).] | | |

| [removed: [4.6](http://www.sec.gov/Archives/edgar/data/1176948/000110465918068505/a18-40124_1ex99d5.htm)] [added: [3.3](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001176948/000110465924107741/tm2425002d9_8k.htm)] | | | | | | [removed: Form] [added: Certificate] of [removed: 7.00%] [added: Designations of 6.75%] Series [removed: A] [added: B Mandatory Convertible] Preferred Stock [removed: Certificate] (incorporated by reference to Exhibit [removed: 99.5] [added: 3.1] to the Registrant’s Current Report on Form 8-K (File No. 001-36429) filed with the SEC on [removed: November 15, 2018).] [added: October 10, 2024).] | | |

| [removed: [4.7](https://www.sec.gov/Archives/edgar/data/1176948/000162828020009441/june2020exhibit41bondo.htm)] [added: [4.7](https://www.sec.gov/Archives/edgar/data/1176948/000110465922006484/tm222637d5_ex4-1.htm)] | | | | | | Indenture dated as of [removed: June 15, 2020] [added: January 21, 2022] among Ares Finance Co. [removed: II] [added: IV] LLC, Ares Holdings L.P., Ares Investments [removed: L.P.,] [added: Holdings LLC,] Ares Management LLC, Ares [removed: Investments Holdings] [added: Finance Co.] LLC, Ares Finance Co. [removed: LLC and] [added: II LLC,] Ares [removed: Offshore Holdings L.P.] [added: 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 [removed: Form] 8-K (File No. 001-36429) filed with the SEC on [removed: June 15, 2020).] [added: January 21, 2022).] | | |

| [removed: [4.8](https://www.sec.gov/Archives/edgar/data/1176948/000162828020009441/june2020exhibit42bondo.htm)] [added: [4.11](https://www.sec.gov/Archives/edgar/data/1176948/000110465923116605/tm2325897d6_ex4-2.htm)] | | | | | | First Supplemental [removed: Indenture] [added: Indenture,] dated as of [removed: June 15, 2020] [added: November 10, 2023, by and] among Ares [removed: Finance Co. II LLC,] [added: Management Corporation,] Ares Holdings L.P., Ares [removed: Investments L.P., Ares] Management LLC, Ares Investments Holdings LLC, Ares Finance Co. [added: LLC, Ares Finance Co. II LLC, Ares Finance Co. III] LLC and Ares [removed: Offshore Holdings L.P.] [added: Finance Co. IV LLC, as the guarantors,] and U.S. Bank [added: Trust Company,] National Association, as trustee (incorporated by reference to Exhibit 4.2 to [removed: the] Registrant’s Current Report on Form 8-K (File No. 001-36429) filed with the SEC on [removed: June 15, 2020).] [added: November 13, 2023).] | | |

| [removed: [4.9](https://www.sec.gov/Archives/edgar/data/1176948/000162828020009441/june2020exhibit42bondo.htm)] [added: [4.9](https://www.sec.gov/Archives/edgar/data/1176948/000110465922006484/tm222637d5_ex4-2.htm)] | | | | | | Form of [removed: 3.250%] [added: 3.650%] Senior Note due [removed: 2030] [added: 2052] (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K (File No. 001-36429) filed with the SEC on [removed: June 15, 2020).] [added: January 21, 2022).] | | |

| [removed: [4.10](https://www.sec.gov/Archives/edgar/data/1176948/000110465921087739/tm2121039d1_ex4-1.htm)] [added: [4.5](https://www.sec.gov/Archives/edgar/data/1176948/000110465921087739/tm2121039d1_ex4-1.htm)] | | | | | | Indenture dated as of June 30, 2021 among Ares Finance Co. III LLC, Ares Holdings L.P., Ares Investments Holdings LLC, Ares Management LLC, Ares Finance Co. LLC, Ares Finance Co. II 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 July 1, 2021). | | |

| [removed: [4.11](https://www.sec.gov/Archives/edgar/data/1176948/000110465921087739/tm2121039d1_ex4-1.htm)] [added: [4.6](https://www.sec.gov/Archives/edgar/data/1176948/000110465921087739/tm2121039d1_ex4-1.htm)] | | | | | | Form of 4.125% Fixed Rate Resettable Subordinated Notes due 2051 incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No. 001-36429) filed with the SEC on July 1, 2021). | | |

| [removed: [4.12](https://www.sec.gov/Archives/edgar/data/1176948/000110465922006484/tm222637d5_ex4-1.htm)] [added: [4.14](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001176948/000110465924108073/tm2425002d12_8k.htm)] | | | | | | [removed: Indenture] [added: Second Supplemental Indenture,] dated as of [removed: January 21, 2022] [added: October 11, 2024, by and] among Ares [removed: Finance Co. IV LLC,] [added: Management Corporation, as the issuer,] Ares Holdings L.P., Ares [removed: Investments Holdings] [added: Management] LLC, Ares [removed: Management] [added: Investments Holdings] LLC, Ares Finance Co. LLC, Ares Finance Co. II LLC, Ares Finance Co. III LLC and [added: Ares Finance Co. IV LLC, as the guarantors, and] U.S. Bank [added: Trust Company,] National Association, as trustee (incorporated by reference to Exhibit [removed: 4.1] [added: 4.2] to the Registrant’s Current Report on [added: Form] 8-K (File No. 001-36429) filed with the SEC on [removed: January 21, 2022).] [added: October 11, 2024).] | | |

| [removed: [4.13](https://www.sec.gov/Archives/edgar/data/1176948/000110465922006484/tm222637d5_ex4-2.htm)] [added: [4.10](https://www.sec.gov/Archives/edgar/data/1176948/000110465923116605/tm2325897d6_ex4-1.htm)] | | | | | | [removed: First Supplemental Indenture] [added: Base Indenture,] dated as of [removed: January 21, 2022 among Ares Finance Co. IV LLC, Ares Holdings L.P., Ares Investments Holdings LLC,] [added: November 10, 2023, by and between] Ares Management [removed: LLC, Ares Finance Co. LLC, Ares Finance Co. II LLC, Ares Finance Co. III LLC] [added: Corporation] and U.S. Bank [added: Trust Company,] National Association, as trustee (incorporated by reference to Exhibit [removed: 4.2] [added: 4.1] to [removed: the] Registrant’s Current Report on Form 8-K (File No. 001-36429) filed with the SEC on [removed: January 21, 2022).] [added: November 13, 2023).] | | |

| [removed: [4.14](https://www.sec.gov/Archives/edgar/data/1176948/000110465922006484/tm222637d5_ex4-2.htm)] [added: [4.12](https://www.sec.gov/Archives/edgar/data/1176948/000110465923116605/tm2325897d6_ex4-2.htm)] | | | | | | Form [removed: of 3.650%] [added: 6.375%] Senior [removed: Note] [added: Notes] due [removed: 2052] [added: 2028] (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K (File No. 001-36429) filed with the SEC on [removed: January 21, 2022).] [added: November 13, 2023).] | | |

| [removed: [4.15](https://www.sec.gov/Archives/edgar/data/1176948/000110465923116605/tm2325897d6_ex4-1.htm)] [added: [10.17](https://www.sec.gov/Archives/edgar/data/1176948/000162828019013488/exhibit102-secondarima.htm)] | | | | | | [removed: Base Indenture, dated as of November 10, 2023, by] [added: Second Amended] and [added: Restated Investment Advisory and Management Agreement, dated June 6, 2019,] between Ares [removed: Management] [added: Capital] Corporation and [removed: U.S. Bank Trust Company, National Association, as trustee] [added: Ares Capital Management LLC] (incorporated by reference to Exhibit [removed: 4.1] [added: 10.2] to [added: the] Registrant’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q] (File No. 001-36429) filed with the SEC on November [removed: 13, 2023).] [added: 6, 2019).] | | |

| [removed: [4.16](https://www.sec.gov/Archives/edgar/data/1176948/000110465923116605/tm2325897d6_ex4-2.htm)] [added: [10.15](https://www.sec.gov/Archives/edgar/data/1176948/000162828020004534/april2020exhibit101.htm)] | | | | | | [removed: First Supplemental Indenture,] [added: Amendment No. 9,] dated as of [removed: November 10, 2023,] [added: March 30, 2020, to the Sixth Amended and Restated Senior Credit Agreement, dated as of April 21, 2014,] by and among Ares [removed: Management Corporation, Ares] Holdings L.P., Ares [removed: Management LLC, Ares] Investments [removed: Holdings LLC, Ares Finance Co. LLC, Ares Finance Co. II LLC, Ares Finance Co. III LLC and Ares Finance Co. IV LLC, as] [added: L.P.,] the [removed: guarantors,] [added: Guarantors party thereto, the Lenders party thereto] and [removed: U.S. Bank Trust Company, National Association, as trustee] [added: JPMorgan Chase Bank, N.A.] (incorporated by reference to Exhibit [removed: 4.2] [added: 10.1] to [added: the] Registrant’s Current Report on Form 8-K (File No. 001-36429) filed with the SEC on [removed: November 13, 2023).] [added: April 1, 2020).] | | |

| [removed: [4.17](https://www.sec.gov/Archives/edgar/data/1176948/000110465923116605/tm2325897d6_ex4-2.htm)] [added: [4.15](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001176948/000110465924108073/tm2425002d12_8k.htm)] | | | | | | Form [removed: 6.375%] [added: of 5.600%] Senior Notes due [removed: 2028] [added: 2054] (incorporated by reference to Exhibit [removed: 4.2] [added: 4.3] to the Registrant’s Current Report on Form 8-K (File No. 001-36429) filed with the SEC on [removed: November 13, 2023).] [added: October 11, 2024).] | | |

| [removed: [10.1](https://www.sec.gov/Archives/edgar/data/1176948/000162828021009343/a2021q1ex101fourthamendeda.htm)] [added: [10.21](https://www.sec.gov/Archives/edgar/data/1176948/000155837016003647/ares-20151231ex1028283d6.htm)] | | | | | | [removed: Fourth] [added: Form of] Amended and Restated Limited Partnership Agreement of [removed: Ares Holdings L.P., dated April 1, 2021] [added: Carry Vehicles] (incorporated by reference to Exhibit [removed: 10.1] [added: 10.28] to the Registrant’s Annual Report on Form 10-K for the year ended December 31, [removed: 2021] [added: 2015] (File No. [removed: 001-36429)] [added: 001-36429),] filed with the SEC on February [removed: 28, 2022).] [added: 29, 2016).] | | |

| [removed: [10.2](http://www.sec.gov/Archives/edgar/data/1176948/000162828019001988/exhibit104.htm)] [added: [10.2](https://www.sec.gov/Archives/edgar/data/1176948/000162828019001988/exhibit104.htm)] | | | | | | Investor Rights Agreement, dated November 26, 2018 (incorporated by reference to Exhibit 10.2 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021 (File No. 001-36429) filed with the SEC on February 28, 2022). | | |

| [removed: [10.6](http://www.sec.gov/Archives/edgar/data/1176948/000104746914004247/a2219854zex-10_10.htm)] [added: [10.6](https://www.sec.gov/Archives/edgar/data/1176948/000104746914004247/a2219854zex-10_10.htm)] | | | | | | Sixth Amended and Restated Credit Agreement, dated as of April 21, 2014, by and among Ares Holdings LLC, Ares Domestic Holdings L.P., Ares Investments LLC, Ares Real Estate Holdings L.P., the Guarantors party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A. (incorporated by reference to Exhibit 10.10 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-194919) filed with the SEC on April 28, 2014). | | |

| [removed: [10.7](http://www.sec.gov/Archives/edgar/data/1176948/000104746914009068/a2222115zex-10_1.htm)] [added: [10.7](https://www.sec.gov/Archives/edgar/data/1176948/000104746914009068/a2222115zex-10_1.htm)] | | | | | | Amendment No. 1, dated as of July 15, 2014, to the Sixth Amended and Restated Senior Credit Agreement, dated as of April 21, 2014, by and among Ares Holdings L.P., Ares Domestic Holdings L.P., Ares Investments L.P., Ares Real Estate 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 Quarterly Report on Form 10‑Q (File No. 001-36429) filed with the SEC on November 12, 2014). | | |

| [removed: [10.8](http://www.sec.gov/Archives/edgar/data/1176948/000104746914009068/a2222115zex-10_2.htm)] [added: [10.8](https://www.sec.gov/Archives/edgar/data/1176948/000104746914009068/a2222115zex-10_2.htm)] | | | | | | Amendment No. 2, dated as of September 24, 2014, to the Sixth Amended and Restated Senior Credit Agreement, dated as of April 21, 2014, by and among Ares Holdings L.P., Ares Domestic Holdings L.P., Ares Investments L.P., Ares Real Estate 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) filed with the SEC on November 12, 2014). | | |

| [removed: [10.9](http://www.sec.gov/Archives/edgar/data/1176948/000110465915053848/a15-16415_1ex10d1.htm)] [added: [10.9](https://www.sec.gov/Archives/edgar/data/1176948/000110465915053848/a15-16415_1ex10d1.htm)] | | | | | | Amendment No. 3, dated as of July 23, 2015, to the Sixth Amended and Restated Senior Credit Agreement, dated as of April 21, 2014, by and among Ares Holdings L.P., Ares Domestic Holdings L.P., Ares Investments L.P., Ares Real Estate 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) filed with the SEC on July 28, 2015). | | |

| [removed: [10.10](http://www.sec.gov/Archives/edgar/data/1176948/000110465915057734/a15-17011_1ex10d1.htm)] [added: [10.10](https://www.sec.gov/Archives/edgar/data/1176948/000110465915057734/a15-17011_1ex10d1.htm)] | | | | | | Amendment No. 4, dated as of August 5, 2015, to the Sixth Amended and Restated Senior Credit Agreement, dated as of April 21, 2014, by and among Ares Holdings L.P., Ares Domestic Holdings L.P., Ares Investments L.P., Ares Real Estate 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) filed with the SEC on August 7, 2015). | | |

| [removed: [10.11](http://www.sec.gov/Archives/edgar/data/1176948/000110465915085867/a15-25222_1ex10d1.htm)] [added: [10.11](https://www.sec.gov/Archives/edgar/data/1176948/000110465915085867/a15-25222_1ex10d1.htm)] | | | | | | Amendment No. 5, dated as of December 16, 2015, to the Sixth Amended and Restated Senior Credit Agreement, dated as of April 21, 2014, by and among Ares Holdings L.P., Ares Domestic Holdings L.P., Ares Investments L.P., Ares Real Estate 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) filed with the SEC on December 21, 2015). | | |

| [removed: [10.12](http://www.sec.gov/Archives/edgar/data/1176948/000110465916123706/a16-12146_1ex10d1.htm)] [added: [10.12](https://www.sec.gov/Archives/edgar/data/1176948/000110465916123706/a16-12146_1ex10d1.htm)] | | | | | | Amendment No. 6, dated as of May 23, 2016, to the Sixth Amended and Restated Senior Credit Agreement, dated as of April 21, 2014, by and among Ares Holdings L.P., Ares Domestic Holdings L.P., Ares Investments L.P., Ares Real Estate 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) filed with the SEC on May 26, 2016). | | |

| [removed: [10.13](http://www.sec.gov/Archives/edgar/data/1176948/000162828017001756/exhibit1015.htm)] [added: [10.13](https://www.sec.gov/Archives/edgar/data/1176948/000162828017001756/exhibit1015.htm)] | | | | | | Amendment No. 7, dated as of February 24, 2017, to the Sixth Amended and Restated Senior Credit Agreement, dated as of April 21, 2014, by and among Ares Holdings L.P., Ares Investments L.P., the Guarantors party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A. (incorporated by reference to Exhibit 10.15 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2016 (File No. 001-36429), filed with the SEC on February 27, 2017). | | |

| [removed: [10.14](http://www.sec.gov/Archives/edgar/data/1176948/000110465919017422/a19-7225_1ex10d1.htm)] [added: [10.14](https://www.sec.gov/Archives/edgar/data/1176948/000110465919017422/a19-7225_1ex10d1.htm)] | | | | | | Amendment No. 8, dated as of March 21, 2019, to the Sixth Amended and Restated Senior Credit Agreement, dated as of April 21, 2014, by and among Ares Holdings L.P., Ares Investments 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) filed with the SEC on March 26, 2019). | | |

| [removed: [10.15](http://www.sec.gov/Archives/edgar/data/1176948/000162828020004534/april2020exhibit101.htm)] [added: [10.30](https://www.sec.gov/Archives/edgar/data/1176948/000162828022008573/a2022aprilexhibit101.htm)] | | | | | | Amendment No. [removed: 9,] [added: 11,] dated as of March [removed: 30, 2020,] [added: 31, 2022,] to the Sixth Amended and Restated Senior Credit Agreement, dated as of April 21, 2014, by and among Ares Holdings L.P., [removed: Ares Investments 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) filed with the SEC on April [removed: 1, 2020).] [added: 6, 2022).] | | |

| [removed: [10.17](http://www.sec.gov/Archives/edgar/data/1176948/000104746914003833/a2219658zex-10_11.htm)] [added: [10.20](https://www.sec.gov/Archives/edgar/data/1176948/000104746914003681/a2219594zex-10_16.htm)] | | | | | | [removed: Restated Investment Advisory and Management Agreement between Ares Capital Corporation and Ares Capital Management LLC, dated as] [added: Form] of [removed: June 6, 2011] [added: ARCC Incentive Fee Award] (incorporated by reference to Exhibit [removed: 10.11] [added: 10.16] to the Registrant’s Registration Statement on Form [removed: S-1/A] [added: S‑1/A] (File No. 333-194919) filed with the SEC on April [removed: 16,] [added: 11,] 2014). | | |

| [removed: [10.18](http://www.sec.gov/Archives/edgar/data/1176948/000162828019013488/exhibit102-secondarima.htm)] [added: [10.29](https://www.sec.gov/Archives/edgar/data/1176948/000162828022004289/exhibit1037nominationagree.htm)] | | | | | | [removed: Second Amended and Restated Investment Advisory and Management] [added: Nomination] Agreement, dated [removed: June 6, 2019,] [added: February 23, 2022, by and] between Ares [removed: Capital] [added: Management] Corporation and Ares [removed: Capital Management] [added: Partners Holdco] LLC (incorporated by reference to [removed: exhibit 10.2] [added: Exhibit 10.37] to the Registrant’s [removed: Quarterly] [added: Annual] Report on Form [removed: 10-Q] [added: 10-K for the year ended December 31, 2021] (File No. 001-36429) filed with the SEC on [removed: November 6, 2019).] [added: February 28, 2022).] | | |

| [removed: [10.19#](https://www.sec.gov/Archives/edgar/data/1176948/000110465918069794/a18-40419_1ex10d2.htm)] [added: [10.18#](https://www.sec.gov/Archives/edgar/data/1176948/000110465918069794/a18-40419_1ex10d2.htm)] | | | | | | Form of Restricted Unit Agreement under the Second Amended & Restated 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-8 POS (File No. 333-225271) filed with the SEC on November 26, 2018). | | |

| [removed: [10.20#](https://www.sec.gov/Archives/edgar/data/1176948/000162828019001988/a2018q4exhibit1019.htm)] [added: [10.19#](https://www.sec.gov/Archives/edgar/data/1176948/000162828019001988/a2018q4exhibit1019.htm)] | | | | | | Form of Option Agreement under the Second Amended & Restated 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.21 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021 (File No. 001-36429) filed with the SEC on February 28, 2022). | | |

| [removed: [10.21#](https://www.sec.gov/Archives/edgar/data/1176948/000162828019001988/a2018q4exhibit1020.htm)] [added: [10.27#](https://www.sec.gov/Archives/edgar/data/1176948/000162828021003314/a2020q4exhibit1035.htm)] | | | | | | Form of [removed: Phantom] [added: Executive Officer Time-Based Restricted] Unit Agreement under the Second Amended & Restated 2014 Equity Incentive Plan (incorporated by reference to Exhibit [removed: 10.22] [added: 10.35] to the Registrant’s Annual Report on Form 10-K for the year ended December 31, [removed: 2021] [added: 2020] (File No. 001-36429) filed with the SEC on February [removed: 28, 2022).] [added: 25, 2021).] | | |

| [4.13](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001176948/000110465924107741/tm2425002d9_8k.htm) | | | | | | Form of 6.75% Series B Mandatory Convertible Preferred Stock (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No. 001-36429) filed with the SEC on October 10, 2024). | | |

| [19](https://www.sec.gov/Archives/edgar/data/1176948/000162828025008665/a2024q4exhibit19.htm)[*](https://www.sec.gov/Archives/edgar/data/1176948/000162828025008665/a2024q4exhibit19.htm) | | | | | | Insider Trading Policy. | | |

| [10.26](https://www.sec.gov/Archives/edgar/data/1176948/000162828024007014/a2023q4exhibit1026.htm)[*#](https://www.sec.gov/Archives/edgar/data/1176948/000162828024007014/a2023q4exhibit1026.htm) | | | | | | Form of Annual Incentive Fee Award Letter. | | |

| [10.3](http://www.sec.gov/Archives/edgar/data/1176948/000110465919039710/a19-12367_1ex2d1.htm#Exhibit992_1_032715)[0](http://www.sec.gov/Archives/edgar/data/1176948/000110465919039710/a19-12367_1ex2d1.htm#Exhibit992_1_032715) | | | | | | Stock Purchase Agreement, dated July 9, 2019, between GBIG Holdings, Inc. and Aspida Holdco, LLC (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K (File 001-36429) filed with the SEC on July 9, 2019). | | |

| [10.3](https://www.sec.gov/Archives/edgar/data/1176948/000110465921048093/tm2112176d1_ex1-2.htm)[6](https://www.sec.gov/Archives/edgar/data/1176948/000110465921048093/tm2112176d1_ex1-2.htm) | | | | | | Share Purchase Agreement, dated April 5, 2021, by and between Sumitomo Mitsui Banking Corporation and Ares Management Corporation (incorporated by reference to Exhibit 1.2 to the Registrant’s Current Report on 8-K (File No. 001-36429) filed with SEC on April 8, 2021). | | |

| [10.3](https://www.sec.gov/Archives/edgar/data/1176948/000162828022004289/exhibit1037nominationagree.htm)[7](https://www.sec.gov/Archives/edgar/data/1176948/000162828022004289/exhibit1037nominationagree.htm) | | | | | | Nomination Agreement, dated February 23, 2022, by and between Ares Management Corporation and Ares Partners Holdco LLC (incorporated by reference to Exhibit 10.37 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021 (File No. 001-36429) filed with the SEC on February 28, 2022). | | |

| [10.4](https://www.sec.gov/Archives/edgar/data/1176948/000162828023024846/exhibit105directorruagreem.htm)[4](https://www.sec.gov/Archives/edgar/data/1176948/000162828023024846/exhibit105directorruagreem.htm)[#](https://www.sec.gov/Archives/edgar/data/1176948/000162828023024846/exhibit105directorruagreem.htm) | | | | | | Form of Director Restricted Unit Agreement under the 2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form S-8 (File No. 333-273232) filed with the SEC on July 13, 2023). | | |

| [10.4](https://www.sec.gov/Archives/edgar/data/1176948/000162828023024846/exhibit106executiveofficer.htm)[5](https://www.sec.gov/Archives/edgar/data/1176948/000162828023024846/exhibit106executiveofficer.htm)[#](https://www.sec.gov/Archives/edgar/data/1176948/000162828023024846/exhibit106executiveofficer.htm) | | | | | | Form of Executive Officer Time-Based Restricted Unit Agreement under the 2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form S-8 (File No. 333-273232) filed with the SEC on July 13, 2023). | | |

| [10.4](https://www.sec.gov/Archives/edgar/data/1176948/000162828023024846/exhibit107executiveofficer.htm)[6](https://www.sec.gov/Archives/edgar/data/1176948/000162828023024846/exhibit107executiveofficer.htm)[#](https://www.sec.gov/Archives/edgar/data/1176948/000162828023024846/exhibit107executiveofficer.htm) | | | | | | 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). | | |

| [10.4](https://www.sec.gov/Archives/edgar/data/1176948/000162828024007014/a2023q4exhibit1047.htm)[7](https://www.sec.gov/Archives/edgar/data/1176948/000162828024007014/a2023q4exhibit1047.htm)[*](https://www.sec.gov/Archives/edgar/data/1176948/000162828024007014/a2023q4exhibit1047.htm)[#](https://www.sec.gov/Archives/edgar/data/1176948/000162828024007014/a2023q4exhibit1047.htm) | | | | | | Form of Annual Incentive Fee Restricted Unit Agreement under the 2023 Equity Incentive Plan. | | |

| [10.48](https://www.sec.gov/Archives/edgar/data/1176948/000162828024007014/a2023q4exhibit1048.htm)[*](https://www.sec.gov/Archives/edgar/data/1176948/000162828024007014/a2023q4exhibit1048.htm) | | | | | | Form of Aircraft Time Sharing Agreement. | | |

| Dated: February 27, [removed: 2024] [added: 2025] | | | | | | By: | | | /s/ Michael J Arougheti | | |

| | | | | | | Title: | | | [removed: Co-Founder,] [added: Co-Founder &] Chief Executive Officer [removed: & President] (Principal Executive Officer) | | |

| | | | Name: | | | Antony P. Ressler | | | | | | Dated: February 27, [removed: 2024] [added: 2025] | | |

| | | | Name: | | | Michael J Arougheti | | | | | | Dated: February 27, [removed: 2024] [added: 2025] | | |

| | | | Title: | | | Director, [removed: Co-Founder,] [added: Co-Founder &] Chief Executive Officer [removed: & President] (Principal Executive Officer) | | | | | | | | |

| | | | Name: | | | Jarrod Phillips | | | | | | Dated: February 27, [removed: 2024] [added: 2025] | | |

| | | | Name: | | | R. Kipp deVeer | | | | | | Dated: February 27, [removed: 2024] [added: 2025] | | |

| [added: Credit Group] | | | [removed: Title:] | | | [removed: Director & Head of Credit Group] | | | | | | | | | [added: | | | | | |]

| | | | Name: | | | David B. Kaplan | | | | | | Dated: February 27, [removed: 2024] [added: 2025] | | |

| | | | Name: | | | Bennett Rosenthal | | | | | | Dated: February 27, [removed: 2024] [added: 2025] | | |

| | | | Name: | | | Ashish Bhutani | | | | | | Dated: February 27, [removed: 2024] [added: 2025] | | |

| | | | Name: | | | Antoinette Bush | | | | | | Dated: February 27, [removed: 2024] [added: 2025] | | |

| | | | Name: | | | Paul G. Joubert | | | | | | Dated: February 27, [removed: 2024] [added: 2025] | | |

| | | | Name: | | | Michael Lynton | | | | | | Dated: February 27, [removed: 2024] [added: 2025] | | |

| | | | Name: | | | Eileen Naughton | | | | | | Dated: February 27, [removed: 2024] [added: 2025] | | |

| | | | Name: | | | Dr. Judy D. Olian | | | | | | Dated: February 27, [removed: 2024] [added: 2025] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i4604832750cd42a2b5adc545ede11247_217)] [added: Firm](#i119dfda360094cffa45611eae8931cd4_391)] (PCAOB ID: 42) | | | | | | [removed: [F-2](#i4604832750cd42a2b5adc545ede11247_217)] [added: [F-2](#i119dfda360094cffa45611eae8931cd4_391)] | | |

| [Consolidated Statements of Financial Condition as of December 31, [removed: 2023 and 2022](#i4604832750cd42a2b5adc545ede11247_22)] [added: 202](#i119dfda360094cffa45611eae8931cd4_22)[4](#i119dfda360094cffa45611eae8931cd4_22) [and 202](#i119dfda360094cffa45611eae8931cd4_22)[3](#i119dfda360094cffa45611eae8931cd4_22)] | | | | | | [removed: [F-4](#i4604832750cd42a2b5adc545ede11247_22)] [added: [F-4](#i119dfda360094cffa45611eae8931cd4_22)] | | |

| [Consolidated Statements of Operations for the years ended December 31, [removed: 2023, 2022 and 2021](#i4604832750cd42a2b5adc545ede11247_25)] [added: 202](#i119dfda360094cffa45611eae8931cd4_25)[4](#i119dfda360094cffa45611eae8931cd4_25)[, 202](#i119dfda360094cffa45611eae8931cd4_25)[3](#i119dfda360094cffa45611eae8931cd4_25) [and 202](#i119dfda360094cffa45611eae8931cd4_25)[2](#i119dfda360094cffa45611eae8931cd4_25)] | | | | | | [removed: [F-5](#i4604832750cd42a2b5adc545ede11247_25)] [added: F-5] | | |

| [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2023, 2022 and 2021](#i4604832750cd42a2b5adc545ede11247_28)] [added: 202](#i119dfda360094cffa45611eae8931cd4_28)[4](#i119dfda360094cffa45611eae8931cd4_28)[, 202](#i119dfda360094cffa45611eae8931cd4_28)[3](#i119dfda360094cffa45611eae8931cd4_28) [and 202](#i119dfda360094cffa45611eae8931cd4_28)[2](#i119dfda360094cffa45611eae8931cd4_28)] | | | | | | [removed: [F-6](#i4604832750cd42a2b5adc545ede11247_28)] [added: [F-6](#i119dfda360094cffa45611eae8931cd4_28)] | | |

| [Consolidated Statements of Changes in Equity for the years ended December 31, [removed: 2023, 2022 and 2021](#i4604832750cd42a2b5adc545ede11247_325)] [added: 202](#i119dfda360094cffa45611eae8931cd4_394)[4](#i119dfda360094cffa45611eae8931cd4_394)[, 202](#i119dfda360094cffa45611eae8931cd4_394)[3](#i119dfda360094cffa45611eae8931cd4_394) [and 202](#i119dfda360094cffa45611eae8931cd4_394)[2](#i119dfda360094cffa45611eae8931cd4_394)] | | | | | | [removed: [F-7](#i4604832750cd42a2b5adc545ede11247_325)] [added: [F-7](#i119dfda360094cffa45611eae8931cd4_394)] | | |

| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2023, 2022 and 2021](#i4604832750cd42a2b5adc545ede11247_34)] [added: 202](#i119dfda360094cffa45611eae8931cd4_34)[4](#i119dfda360094cffa45611eae8931cd4_34)[, 202](#i119dfda360094cffa45611eae8931cd4_34)[3](#i119dfda360094cffa45611eae8931cd4_34) [and 202](#i119dfda360094cffa45611eae8931cd4_34)[2](#i119dfda360094cffa45611eae8931cd4_34)] | | | | | | [removed: [F-8](#i4604832750cd42a2b5adc545ede11247_34)] [added: [F-8](#i119dfda360094cffa45611eae8931cd4_34)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i4604832750cd42a2b5adc545ede11247_40)] [added: Statements](#i119dfda360094cffa45611eae8931cd4_40)] | | | | | | [removed: [F-9](#i4604832750cd42a2b5adc545ede11247_40)] [added: [F-9](#i119dfda360094cffa45611eae8931cd4_40)] | | |

We have audited the accompanying consolidated statements of financial condition of Ares Management Corporation (the [removed: Company)] [added: “Company”)] as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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, [removed: 2023,] [added: 2024,] 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, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] 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) [removed: (PCAOB),] [added: (“PCAOB”),] the [removed: Company’s] [added: Company's] internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] 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 27, [removed: 2024] [added: 2025] expressed an unqualified opinion thereon.

| *Description of the Matter* | | | At December 31, [removed: 2023,] [added: 2024,] the carrying value of the Company’s investments totaled [removed: $4,624.9] [added: $4,644.8] million, primarily consisting of equity method private investment partnership interests - principal of [removed: $535.3] [added: $536.9] million and equity method - carried interest of [removed: $3,413.0] [added: $3,495.1] million. [removed: As discussed further in Note 2. Summary of Significant Accounting Policies] [added: Management applies valuation techniques using significant unobservable inputs] to [added: arrive at] the [removed: consolidated financial statements,] [added: fair value of] the underlying investments [removed: of] [added: held by] the [removed: Company’s] equity method [removed: investments] [added: private investment partnership] (“underlying [removed: investments”) are reported at] [added: investments”). The] fair value [added: of the underlying investments,] as [removed: determined by management] [added: estimated] by [removed: applying] [added: management, impacts] the [added: Company’s equity method private investment partnership interests and equity method - carried interest. The] valuation techniques [added: applied] and [removed: using] the significant unobservable inputs [removed: described therein. Auditing management’s determination] [added: are discussed in Note 2. Summary] of [added: Significant Accounting Policies to] the [added: 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 [removed: rates using investee specific information,] [added: rates,] such as the [added: 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 [removed: investee specific and] 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. | | |