What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2026-02-25 compared with 2025-02-27 · 578 added, 543 removed, 1239 unchanged (48% of the section changed)

4 unchanged sentences

• we operate in a complex regulatory and tax environment involving rules and regulations (both domestic and foreign), some of which are outdated relative to today’s global financial activities and some of which are subject to political influence, which could restrict or require us to adjust our operations or the operations of our funds or portfolio companies and subject us to increased compliance costs and administrative burdens, as well as restrictions on our business activities;

• inflation has adversely affected and may continue to adversely affect our business, results of operations and financial condition of our funds and their portfolio companies;

• if we are unable to raise capital from investors or deploy capital into investments, or experience reduced capital raising or deployment activity, or if any of our management fees are waived or reduced, or if we fail to realize investments and generate carried interest or incentive fees, our revenues and cash flows would be materially reduced;

• we are subject to risks related to our dependence on our executive officers, senior professionals and other key personnel as well as attracting, retaining and developing human capital in a highly competitive talent market;

• we may experience reputational harm if we fail to appropriately address conflicts of interest or if we, our employees, our funds or their portfolio companies fail (or are alleged to have failed) to comply with applicable regulations in an increasingly complex political and regulatory environment;

• we may experience reputational harm if we fail to appropriately address conflicts of interest, if we, our employees, our funds or their portfolio companies fail (or are alleged to have failed) to comply with applicable regulations in an increasingly complex political and regulatory environment and as a result of negative publicity related to our various businesses and strategies;

• we face intense competition in the investment management business for investment opportunities;

• our growth strategy contemplates acquisitions and entering new lines of business and expanding into new investment strategies, geographic markets and businesses, which subject us to numerous risks, expenses and uncertainties, including related to the integration of development opportunities, acquisitions or joint ventures;

• our growth strategy contemplates acquisitions and entering new lines of business and expanding into new investment strategies, geographic markets and businesses, which subject us to numerous risks, expenses and uncertainties, including related to the integration of new businesses and strategies, acquisitions or joint ventures;

• we derive a significant portion of our management fees from ARCC;

2 unchanged sentences

• our international operations subject us to numerous regulatory, operational and reputational risks and expenses;

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

• we are subject to operational risks and risks in using prime brokers, custodians, counterparties, administrators and other agents;

• the increasing demands of fund investors, including the potential for fee compression and changes to other terms, could materially adversely affect our future revenues;

• security incidents or cyber-attacks 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;

• security incidents or cyber-attacks, affecting us or our third-party service providers, could adversely affect our business, financial condition and operating results;

• technological developments in artificial intelligence could disrupt the markets in which we operate and subject us to increased competition, legal and regulatory risks and compliance costs;

• we are subject to numerous privacy laws, and violation of such laws may subject us to significant fines or penalties, litigation, or reputational damage, and new privacy laws or changes in enforcement of existing privacy laws could impact our business and financial performance;

• we may be subject to litigation and reputational risks and related liabilities or risks related to employee misconduct, fraud and other deceptive practices;

• increases in interest rates could negatively impact the values of certain assets or investments and the ability of our funds and their portfolio companies to access the debt markets on attractive terms, which could adversely impact investment and realization opportunities;

• changes in interest rates could negatively impact the values of certain assets or investments and the ability of our funds and their portfolio companies to access the debt markets on attractive terms, which could adversely impact investment and realization opportunities;

• inflation has impacted and may in the future adversely affect our business, results of operations and financial condition of our funds and their portfolio companies;

• the use of leverage by us and our funds exposes us to substantial risks, including related to the use of Secured Overnight Financing Rate (“SOFR”) and Sterling Overnight Interbank Average Rate (“SONIA”);

3 unchanged sentences

• we are subject to risks relating to our contractual rights and obligations under our funds’ governing documents and investment management agreements;

• a downturn in the global credit markets could adversely affect certain of our investments, including CLO investments and other liquid credit portfolios;

• due to our and our funds’ investments in certain market sectors, such as power, infrastructure and energy, real estate and insurance, we are subject to risks and regulations inherent to those industries;

• a downturn in the global credit markets could adversely affect certain of our investments;

• due to our and our funds’ investments in certain market sectors, such as private credit, power, infrastructure and energy, real estate, insurance, secondaries and private equity products, we are subject to risks and regulations inherent to those industries;

• if we were deemed to be an “investment company” under the Investment Company Act, applicable restrictions could make it impractical for us to continue our businesses as contemplated;

12 unchanged sentences

Sanctions imposed by the U.S.

and other countries in connection with hostilities between Russia and Ukraine and the tensions between China and Taiwan have caused additional financial market volatility and affected the global economy.

and other countries, including on Iran and in connection with hostilities between Russia and Ukraine and the tensions between China and Taiwan, have caused additional financial market volatility and affected the global economy.

Concerns over future increases in inflation, economic recession, as well as interest rate volatility and fluctuations in oil and gas prices resulting from global production and demand levels, as well as geopolitical tension, have exacerbated market volatility.

Market uncertainty and volatility have also been magnified as a result of the 2024 U.S.

presidential and congressional elections and resulting uncertainties regarding actual and potential shifts in U.S.

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.

Market volatility has been further exacerbated by social unrest, changes regarding immigration and work permit policies and other political and security concerns both in the U.S.

and across various international regions.

Because of interrelationships within the global financial markets, if these issues do not abate, worsen or spread, our business may be adversely affected both within and outside of the directly affected regions.

Changes in trade policies, including the imposition of new tariffs or increases in existing tariffs between the U.S., Mexico, Canada, China or other countries, or reactionary measures in response thereto, including retaliatory tariffs, legal challenges, or currency manipulation, could adversely affect the market conditions in which we operate.

These factors may affect the level and volatility of credit and securities prices and the liquidity and value of fund investments, and we, our funds and our funds’ portfolio companies may not be able to successfully manage our exposure to these conditions.

In addition, numerous structural dynamics and persistent market trends have exacerbated volatility and market uncertainty.

Concerns over significant volatility in the commodities markets, sluggish economic expansion in foreign economies, including continued concerns over growth prospects in China and emerging markets, growing debt loads for certain countries, uncertainty about the consequences of the U.S.

and other governments withdrawing monetary stimulus measures and speculation about a possible recession all highlight the fact that economic conditions remain unpredictable and volatile.

and other governments withdrawing monetary stimulus measures, government agency closures, prolonged government shutdowns and speculation about a possible recession all highlight the fact that economic conditions remain unpredictable and volatile.

debt ceiling and budget deficit concerns have increased the possibility of additional credit-rating downgrades and economic slowdowns or a recession in the U.S.

4 unchanged sentences

Any of the foregoing could have a significant impact on the markets in which we operate and a material adverse impact on our business prospects and financial condition.

Further, while weak economic environments have often provided attractive investment opportunities and strong relative investment performance, we tend to realize value from our investments in times of economic expansion, when opportunities to sell investments may be greater.

Thus, we depend on the cyclicality of the market to sustain our businesses and generate attractive risk-adjusted returns over extended periods.

A number of factors have had and may continue to have an adverse impact on credit markets in particular.

The weakness and the uncertainty regarding the stability of the oil and gas markets resulted in a tightening of credit across multiple sectors.

In addition, the Federal Reserve has decreased the federal funds rate multiple times in 2024.

In addition, the Federal Reserve decreased the federal funds rate multiple times in 2025.

Changes in and uncertainty surrounding interest rates may have a material effect on our business, particularly with respect to the cost and availability of financing for significant acquisition and disposition transactions.

Moreover, while conditions in the U.S.

economy have generally improved since the credit crisis, many other economies continue to experience weakness, tighter credit conditions and a decreased availability of foreign capital.

Moreover, many economies outside of the U.S.

continue to experience weakness, tighter credit conditions and a decreased availability of foreign capital.

Since credit represents a significant portion of our business and ongoing strategy, any of the foregoing could have a material adverse impact on our business prospects and financial condition.

7 unchanged sentences

During such periods, these companies may also have difficulty in expanding their businesses and operations and be unable to meet their debt service obligations or other expenses as they become due, including expenses payable to us and our funds.

In particular, while diversification is generally an objective of our funds, there can be no assurance as to the degree of diversification, if any, that will be achieved in any fund investments.

Difficult market conditions or volatility or slowdowns affecting a particular asset class, geographic region, industry or other category of investment could have a significant adverse impact on a fund if its investments are concentrated in that area, which would result in lower investment returns.

This lack of diversification may expose a fund to losses disproportionate to market declines in general if there are disproportionately greater adverse price movements in the particular investments.

Negative financial results in our funds’ portfolio companies may reduce the value of their portfolio companies, the net asset value of our funds and the investment returns for our funds, which could have a material adverse effect on our operating results and cash flow.

1 unchanged sentence

Our funds may be adversely affected by reduced opportunities to exit and realize value from their investments, by lower than expected returns on investments made prior to the deterioration of the credit markets and by our inability to find suitable investments for the funds to effectively deploy capital, which could adversely affect our ability to raise new funds and thus adversely impact our prospects for future growth.

Inflation has adversely affected and may continue to adversely affect our business, results of operations and financial condition of our funds and their portfolio companies.

Certain of our funds and their portfolio companies are in industries that have been impacted by inflation.

Although U.S.

inflation rates have fluctuated in recent periods, they remain well above the historic levels over the past several decades.

Such inflationary pressures have increased the costs of labor, energy and raw materials and have adversely affected consumer spending, economic growth and our funds’ portfolio companies’ operations.

If these portfolio companies are unable to pass any increases in their costs of operations along to their customers, it could adversely affect their operating results.

In addition, any projected future decreases in the operating results of our funds’ portfolio companies due to inflation could adversely impact the fair value of those investments.

Any decreases in the fair value of our fund investments could result in future realized or unrealized losses.

Our business depends in large part on our ability to raise capital from investors.

12 unchanged sentences

We depend on our executive officers, senior professionals and other key personnel, and our ability to retain them and attract additional qualified personnel is critical to our success and our growth prospects.

We depend on the diligence, skill, judgment, business contacts and personal reputations of our executive officers, senior professionals and other key personnel depart.

We depend on the diligence, skill, judgment, business contacts and personal reputations of our executive officers, senior professionals and other key personnel.

Our future success will depend upon our ability to retain our senior professionals and other key personnel and our ability to recruit additional qualified personnel.

9 unchanged sentences

and internationally, and we may not succeed in recruiting additional personnel or we may fail to effectively replace current personnel who depart with qualified or effective successors.

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.

Further the departure of some or all of those individuals could also trigger certain “key person” provisions in the documentation governing certain of our funds, which would permit the investors in those funds to suspend or terminate such funds’ investment periods or, in the case of certain funds, permit investors to withdraw their capital prior to expiration of the applicable lock-up date.

We do not carry any “key person” insurance that would provide us with proceeds in the event of the death or disability of any of our senior professionals, and we do not have a policy that prohibits our senior professionals from traveling together.

See “—Risks Related to Regulation—Employee misconduct could harm us by impairing our ability to attract and retain investors and subjecting us to significant legal liability, regulatory scrutiny and reputational harm.”

See “—Risks Related to Regulation—Employee misconduct and failure to comply with applicable laws, obligations and standards could harm us by impairing our ability to attract and retain investors and subjecting us to significant legal liability, regulatory scrutiny and reputational harm.”

Our efforts to retain and attract investment professionals may also result in significant additional expenses, which could adversely affect our profitability or result in an increase in the portion of our carried interest and incentive fees that we grant to our investment professionals.

2 unchanged sentences

As we expand the number and scope of our businesses, we increasingly confront potential conflicts of interest relating to our and our funds’ investment activities.

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

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

These conflicts of interest include:

3 unchanged sentences

• our funds may acquire positions in a single portfolio company, for example, where the fund that made an initial investment no longer has capital available to invest;

• our funds may invest in different parts of the capital structure of a company in which one or more of our other funds invests.

• our funds may invest in different parts of the capital structure of a company in which one or more of our other funds also invests.

For example, one or more funds may invest in a controlling or other equity interest issued by a portfolio company in which a different fund holds debt securities.

3 unchanged sentences

Actions taken for one or more of our funds may be adverse to us or other of our funds;

• we may transfer (or decide not to transfer) assets owned by us on our balance sheet or otherwise provide financial support to our funds and structured financing vehicles, which could give rise to claims of conflicts of interest, including with respect to the nature of those assets and the method by which they were valued, and subject us to a risk

of loss equal to the value of any financial support in the event that these structured financing vehicles or the underlying financial interests do not meet stated performance thresholds;

• our affiliates or portfolio companies may be service providers or counterparties to our funds or portfolio companies and receive fees or other compensation for services that are not shared with our fund investors.

2 unchanged sentences

• certain funds in different groups may invest alongside each other in the same security.

For example, ARCC, ASIF and 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”).

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;

For example, our BDCs and the other registered closed-end management investment companies managed by us are permitted to co-invest in portfolio companies with each other and with other affiliated investment entities pursuant to an SEC order (the “Co-Investment Exemptive Order”), subject to compliance with certain conditions and other requirements.

The different investment objectives or terms of such funds may result in a potential conflict of interest, including in connection with the allocation of investments between the funds made pursuant to the Co-Investment Exemptive Order;

• conflicts of interest may exist in the valuation of our investments (which can affect fees and carried interest) and regarding decisions about the allocation of specific investment opportunities among us and our funds and the allocation of fees and costs among us, our funds and their portfolio companies;

2 unchanged sentences

While we have developed general guidelines regarding when two or more funds can invest in different parts of the same company’s capital structure and created a process that we employ to handle such conflicts if they arise, our decision to permit the investments to occur in the first instance or our judgment on how to minimize the conflict could be challenged.

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

Further, our employees, including our senior professionals, may make investments or have outside business activities which may conflict with investments made by our funds or prevent our funds from investing in an opportunity.

If we fail to appropriately address any such conflicts, it could negatively impact our reputation and ability to raise additional funds and the willingness of counterparties to do business with us or result in potential litigation or regulatory action against us, which may adversely impact our business.

3 unchanged sentences

Certain funds in different groups may invest alongside each other in the same security.

For example, our BDCs and the other registered closed-end management investment companies managed by us are permitted to co-invest in portfolio companies with each other and with other affiliated investment entities pursuant to the Co-Investment Exemptive Order, subject to compliance with certain conditions and other requirements.

1 unchanged sentence

We, from time to time, incur fees, costs, and expenses on behalf of more than one fund.

To the extent such fees, costs, and expenses are incurred for the account or benefit of more than one fund, each such fund will typically bear an allocable portion of any such fees, costs, and expenses in proportion to the size of its investment in the activity or entity to which such expense relates (subject to the terms of each fund’s governing documents) or in such other manner as we consider fair and equitable under the circumstances such as the relative fund size or capital available to be invested by such funds.

To the extent such fees, costs, and expenses are incurred for the account or benefit of more than

one fund, each such fund will typically bear an allocable portion of any such fees, costs, and expenses in proportion to the size of its investment in the activity or entity to which such expense relates (subject to the terms of each fund’s governing documents) or in such other manner as we consider fair and equitable under the circumstances such as the relative fund size or capital available to be invested by such funds.

Where a fund’s governing documents do not permit the payment of a particular expense, we will generally pay such fund’s allocable portion of such expense.

Potential conflicts will arise with respect to our decisions regarding how to allocate co-investment opportunities among our funds and investors and the terms of any such co-investments.

Potential conflicts will arise with respect to our decisions regarding how to allocate co-investment opportunities among us, our funds and investors and the terms of any such co-investments.

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

3 unchanged sentences

Such incentives will from time to time give rise to conflicts of interest.

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

applicable co-investors) and such investment fund or investor (or the SEC) may challenge our treatment of such conflict, which could impose costs on our business and expose us to potential liability.

There can be no assurance that any conflicts of interest will be resolved in favor of any particular funds or investors (including any applicable co-investors) and such investment fund or investor (or the SEC) may challenge our treatment of such conflict, which could impose costs on our business and expose us to potential liability.

We may also decide to provide a co-investment opportunity to certain investors in lieu of allocating more of that investment to our funds, which may adversely impact our fundraising activity.

10 unchanged sentences

• some of our competitors may not have the same types of conflicts of interest as we do;

• in order to broaden distribution of certain of their private wealth products, some of our competitors may be willing to pay higher placement, servicing or other forms of distributor fees;

our unwillingness to pay such fees may adversely impact the amount of capital we or our funds are able to raise in the private wealth channel;

• some of our competitors may have more flexibility than us in raising certain types of funds under the investment management contracts they have negotiated with their investors;

6 unchanged sentences

Alternatively, we may experience decreased profitability, rates of return and increased risks of loss if we match pricing, structures and terms offered by our competitors.

Further, as part of a shift in the distribution arrangements in the financial industry, certain third-party intermediaries have sought to revise existing or implement new fee arrangements that align their fees with the initial amount or ongoing NAV of capital invested through the intermediary in the applicable vehicle.

While the extent of this shift going forward is uncertain, the costs associated with the distribution of certain of our perpetual wealth vehicles have increased and there may be further increases in distribution costs for these and future products.

The incurrence of higher costs in connection with product distribution, without corresponding decreases in our cost structure, would adversely affect the profitability of impacted products.

Certain of the third-party intermediaries on whom we rely to distribute our investment products also sell their own competing proprietary investment products, which could limit the distribution of our products.

In addition, the attractiveness of investments in our funds relative to other investment products could decrease depending on economic conditions.

4 unchanged sentences

Increased competition may adversely impact our ability to deploy capital, which could reduce our revenues and cash flow and adversely affect our financial condition.

Poor performance of our funds, or a failure of slowdown in deployment, would cause a decline in our revenue and results of operations and could adversely affect our ability to raise capital for future funds.

Poor performance of our funds, or a failure or slowdown in deployment, would cause a decline in our revenue and results of operations and could adversely affect our ability to raise capital for future funds.

We derive revenues primarily from:

1 unchanged sentence

• carried interest and incentive fees, which are based on the performance of our funds;

• returns on investments of our own capital in the funds and other investment vehicles, including SPACs, that we sponsor and manage.

• returns on investments of our own capital in the funds and other investment vehicles that we sponsor and manage.

When any of our funds perform poorly, either by incurring losses or underperforming benchmarks, as compared to our competitors or otherwise, our investment record suffers.

2 unchanged sentences

If a fund performs poorly, we will receive little or no carried interest and incentive fees with regard to the fund and little income or possibly losses from our own principal investment in such fund.

Furthermore, if, as a result of poor performance or otherwise, a fund does not achieve total investment returns that exceed a specified investment return threshold over the life of the fund or other measurement period, we may be obligated to repay the amount by which carried interest that was previously distributed or paid to us exceeds amounts to which we were entitled.

Furthermore, if, as a result of poor performance or otherwise, a fund does not achieve total investment returns that exceed a specified investment return threshold

over the life of the fund or other measurement period, we may be obligated to repay the amount by which carried interest that was previously distributed or paid to us exceeds amounts to which we were entitled.

Poor performance of our funds and other vehicles could also make it more difficult for us to raise new capital.

8 unchanged sentences

In addition, if any of our subsidiaries become the sponsor of any SPACs that are unable to successfully complete a business combination within the time limitation provided for such SPAC, we may lose the entirety of our investment.

See “—Risks Related to Regulation—Our investments in subsidiaries that have sponsored SPACs and invested in their business combination targets may expose us to increased liabilities, and we may suffer the loss of all or a portion of our investments if the SPAC does not complete a business combination by the applicable deadline or the target is unsuccessful.”

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

4 unchanged sentences

and (iii) fees based on ARCC’s net capital gains, which are paid annually (“ARCC Part II Fees”).

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

predictable and recurring in nature, not subject to contingent repayment and generally cash-settled each quarter.

We classify the ARCC Part I Fees as management fees because they are predictable and recurring in nature, not subject to contingent repayment and generally cash-settled each quarter.

If ARCC’s total assets or its net investment income (before ARCC Part I Fees and ARCC Part II Fees) were to decline significantly for any reason, including, without limitation, due to fair value accounting requirements, the poor performance of its investments or the failure to successfully access or invest capital, the amount of the fees we receive from ARCC, including the base management fee and the ARCC Part I Fees, would also decline significantly, which could have an adverse effect on our revenues and results of operations.

4 unchanged sentences

Our investment advisory and management agreement with ARCC renews for successive annual periods subject to the approval of ARCC’s board of directors or by the affirmative vote of the holders of a majority of ARCC’s outstanding voting securities.

In addition, as required by the Investment Company Act, both ARCC and its investment adviser have the right to terminate the agreement without penalty upon 60 days’ written notice to the other party.

In addition, the agreement may be terminated by ARCC’s board of directors, the affirmative vote of the holders of a majority of ARCC’s outstanding voting securities (each as required by the Investment Company Act) or its investment adviser without penalty upon 60 days’ written notice to the other party.

Termination or non-renewal of this agreement would reduce our revenues significantly and could have a material adverse effect on our financial condition.

3 unchanged sentences

In recent years, however, there has been a general trend toward lower fees in the investment management industry.

The Institutional Limited Partners Association (“ILPA”) published a set of Private Equity Principles (the “Principles”) which called for enhanced “alignment of interests” between general partners and limited partners through modifications of some of the terms of fund arrangements, including proposed guidelines for fee structures.

We promptly provided ILPA with our endorsement of the Principles, representing an indication of our general support for the efforts of ILPA.

Although we have no obligation to modify any of our fees with respect to our existing funds, we may experience pressure to do so.

More recently, institutional investors have been increasing pressure to reduce management and investment fees charged by external managers, whether through direct reductions, deferrals, rebates or other means.

Institutional investors have continued increasing pressure to reduce management and investment fees charged by external managers, whether through direct reductions, deferrals, rebates or other means.

In addition, we may be asked by investors to waive or defer fees for various reasons, including during economic downturns or as a result of poor performance of our funds.

8 unchanged sentences

In the face of poor fund performance, investors could demand lower fees or fee concessions for existing or future funds which would likewise decrease our revenue.

A portion of our revenue, earnings and cash flow is variable, which may make it difficult for us to achieve steady earnings growth on a quarterly basis and may cause the price of shares of our Class A common stock to decline.

A portion of our revenue, earnings and cash flow is variable, primarily due to the fact that carried interest and incentive fees that we receive from certain of our funds can vary from quarter to quarter and year to year.

In addition, the investment returns of most of our funds are volatile.

We may also experience fluctuations in our results from quarter to quarter and year to year due to a number of other factors, including changes in the values of our funds’ investments, changes in the amount of distributions, dividends or interest paid in respect of investments, changes in our operating expenses, the degree to which we encounter competition and general economic and market conditions.

Such variability may lead to volatility in the trading price of shares of our Class A common stock and cause our results for a particular period not to be indicative of our performance in a future period.

It may be difficult for us to achieve steady growth in earnings and cash flow on a quarterly basis, which could in turn lead to large adverse movements in the price of shares of our Class A common stock or increased volatility in the price of shares of our Class A common stock generally.

The timing and amount of carried interest and incentive fees generated by our funds is uncertain and contributes to the volatility of our results.

It takes a substantial period of time to identify attractive investment opportunities, to diligence and finance an investment and then to realize the cash value or other proceeds of an investment through a sale, public offering, recapitalization or other exit.

Even if an investment proves to be profitable, it may be several years before any profits can be realized in cash or other proceeds.

We cannot predict when, or if, any realization of investments will occur.

If we were to have a realization event in a particular quarter or year, it may have a significant impact on our results for that particular quarter or year that may not be replicated in subsequent periods.

We recognize revenue on investments in our funds based on our allocable share of realized and unrealized gains (or losses) reported by such funds, and a decline in realized or unrealized gains, or an increase in realized or unrealized losses, would adversely affect our revenue, which could increase the volatility of our results.

With respect to our funds that generate carried interest, the timing and receipt of such carried interest varies with the life cycle of our funds.

During periods in which a relatively large portion of our assets under management is attributable to funds and investments in their “harvesting” period, our funds would make larger distributions than in the fund-raising or investment periods that precede harvesting.

During periods in which a significant portion of our assets under management is attributable to funds that are not in their harvesting periods, we may receive substantially lower carried interest distributions.

Moreover in some cases, we receive carried interest payments only upon realization of investments by the relevant fund, which contributes to the volatility of our cash flow and in other funds we are only entitled to carried interest payments after a return of all contributions and a preferred return to investors.

With respect to our funds that pay an incentive fee, the incentive fee is generally paid annually.

In many cases, we earn this incentive fee only if the net asset value of a fund has increased or, in the case of certain funds, increased beyond a particular threshold.

Some of our funds also have “high water marks.” If the high water mark for a particular fund is not surpassed, we would not earn an incentive fee with respect to that fund during a particular period even if the fund had positive returns in such period as a result of losses in prior periods.

If the fund were to experience losses, we would not be able to earn an incentive fee from such fund until it surpassed the previous high water mark.

The incentive fees we earn are, therefore, dependent on the net asset value of our fund investments, which could lead to significant volatility in our results.

Finally, the timing and amount of incentive fees generated by our closed-end funds are uncertain and will contribute to the volatility of our earnings.

Incentive fees depend on our closed-end funds’ investment performance and opportunities for realizing gains, which may be limited.

Because a portion of our revenue, earnings and cash flow can be variable from quarter to quarter and year to year, we do not plan to provide any guidance regarding our expected quarterly and annual operating results.

The lack of guidance may

affect the expectations of public market analysts and could cause increased volatility in the price of shares of our Class A common stock.

Our use of leverage to finance our businesses exposes us to substantial risks.

As of December 31, 2025, we had $1,380 million borrowings outstanding under the Credit Facility and aggregate principal amount of senior notes and subordinated notes of $2,150.0 million and $450.0 million, respectively, are outstanding.

We may choose to finance our businesses operations through further borrowings under the Credit Facility or by issuing additional debt.

Our existing and future indebtedness exposes us to the typical risks associated with the use of leverage, including the same risks that are applicable to our funds that use leverage as discussed below under “—Risks Related to Our Funds—Dependence on significant leverage by our funds subjects us to volatility and contractions in the debt financing markets could adversely affect our ability to achieve attractive rates of return on those investments.” The occurrence or continuation of any of these events or trends could cause us to suffer a decline in the credit ratings assigned to our debt by rating agencies, which would cause the interest rate applicable to borrowings under the Credit Facility to increase and could result in other material adverse effects on our businesses.

We depend on financial institutions extending credit to us on terms that are reasonable to us.

There is no guarantee that such institutions will continue to extend credit to us or renew any existing credit agreements we may have with them, or that we will be able to refinance outstanding facilities when they mature.

In addition, the incurrence of additional debt in the future could result in potential downgrades of our existing corporate credit ratings, which could limit the availability of future financing and/or increase our cost of borrowing.

Furthermore, the Credit Facility and the indenture governing our senior notes contain certain covenants with which we need to comply.

Non-compliance with any of the covenants without cure or waiver would constitute an event of default, and an event of default resulting from a breach of certain covenants could result, at the option of the lenders, in an acceleration of the principal and interest outstanding.

In addition, if we incur additional debt, our credit rating could be adversely impacted.

Borrowings under the Credit Facility will mature in April 2030, our tranches of senior notes mature in November 2028, June 2030, February 2052 and October 2054, respectively, and our subordinated notes mature in June 2051.

As these borrowings and other indebtedness mature (or are otherwise repaid prior to their scheduled maturities), we may be required to either refinance them by entering into new facilities or issuing additional debt, which could result in higher borrowing costs, or issuing equity, which would dilute existing stockholders.

We could also repay these borrowings by using cash on hand, cash provided by our continuing operations or cash from the sale of our assets, which could reduce distributions to holders of our Class A or non-voting common stock.

We may be unable to enter into new facilities or issue debt or equity in the future on attractive terms, or at all.

Borrowings under the Credit Facility are SOFR-based obligations.

As a result, an increase in short-term interest rates will increase our interest costs if such borrowings have not been hedged into fixed rates.

The risks related to our use of leverage may be exacerbated by our funds’ use of leverage to finance investments.

See “—Risks Related to Our Funds—Dependence on significant leverage by our funds subjects us to volatility and contractions in the debt financing markets could adversely affect our ability to achieve attractive rates of return on those investments.”

We are exposed to risks associated with changes in interest rates.

General interest rate fluctuations may have a substantial negative impact on our investments and investment opportunities and, accordingly, may have a material adverse effect on our investment objective and our net investment income.

Because we borrow money and may issue debt securities or preferred stock to make investments, our net investment income is dependent upon the difference between the rate at which we borrow funds or pay interest or dividends on such debt securities or preferred stock and the rate at which we invest these funds.

If market rates decrease we may earn less interest income from investments made during such lower rate environment.

From time to time, we may also enter into certain hedging transactions to mitigate our exposure to changes in interest rates.

In the past, we have entered into certain hedging transactions, such as interest rate swap agreements, to mitigate our exposure to adverse fluctuations in interest rates, and we may do so again in the future.

In addition, we may increase our floating rate instruments to position the portfolio for rate increases.

On a market value basis, approximately 86% of the debt assets within our Credit Group were floating rate instruments as of December 31, 2025, which we believe helps mitigate volatility associated with changes in interest rates.

However, we cannot assure you that such transactions will be successful in mitigating our exposure to interest rate risk.

There can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.

Trading prices tend to fluctuate more for fixed rate securities that have longer maturities.

Although we have no policy governing the maturities of our investments, under current market conditions we expect that we will invest in a portfolio of debt generally having maturities of up to 10 years.

Trading prices for debt that pays a fixed rate of return tend to fall as interest rates rise.

This means that we are subject to greater risk (other things being equal) than a fund invested solely in shorter-term securities.

A decline in the prices of the debt we own could adversely affect the trading price of our common stock.

increase in interest rates available to investors could make an investment in our common stock less attractive if we are not able to increase our dividend rate, which could reduce the value of our common stock.

Inflation has impacted and may in the future adversely affect our business, results of operations and financial condition of our funds and their portfolio companies.

Certain of our funds and their portfolio companies are in industries that have been impacted by inflation.

Although U.S.

inflation rates have fluctuated in recent periods, they remain well above the historic levels over the past several decades.

Ongoing inflationary pressures have increased the costs of labor, energy and raw materials and have adversely affected consumer spending, economic growth and our funds’ portfolio companies’ operations.

If these portfolio companies are unable to pass any increases in their costs of operations along to their customers, it could adversely affect their operating results.

In addition, any projected future decreases in the operating results of our funds’ portfolio companies due to inflation could adversely impact the fair value of those investments.

Any decreases in the fair value of our fund investments could result in future realized or unrealized losses.

Operational risks may disrupt our businesses, result in losses or limit our growth.

We face operational risk from errors made in the execution, confirmation or settlement of transactions.

We also face operational risk from transactions and key data not being properly recorded, evaluated or accounted for in our funds.

In particular, our Credit Group, and to a lesser extent our Private Equity Group, are highly dependent on our ability to process and evaluate, on a daily basis, transactions across markets and geographies in a time-sensitive, efficient and accurate manner.

Consequently, we rely heavily on our financial, accounting and other data processing systems.

New investment products we may introduce could create a significant risk that our existing systems may not be adequate to identify or control the relevant risks in the investment strategies employed by such new investment products.

In addition, we operate in a business that is highly dependent on information systems and technology.

Our information systems and technology may not continue to be able to accommodate our growth, particularly our growth internationally, and the cost of maintaining our information systems and technology may increase from its current level, including due to existing and anticipated regulations.

Such a failure to accommodate growth, or an increase in costs related to our information systems and technology, could have a material adverse effect on our business and results of operations.

Furthermore, while we have offices and personnel located worldwide, our headquarters and a substantial portion of our personnel are located in Los Angeles.

An earthquake, wildfire or other disaster or a disruption in the infrastructure that supports our businesses, including a disruption involving electronic communications, our internal human resources systems or other services used by us or third parties with whom we conduct business, or directly affecting our headquarters or other office locations, could materially disrupt our operations and adversely affect our business and financial results.

Although we have disaster recovery programs in place, these may not be sufficient to mitigate the harm that may result from such a disaster or disruption.

In addition, insurance and other safeguards might only partially reimburse us for our losses, if at all.

We also rely on a concentrated set of vendors and third-party service providers for certain aspects of our businesses, including for certain information systems, technology and administration of our funds and compliance matters, such as accounting, investor services, investment operations, banking, software development and maintenance and legal and regulatory compliance.

Our ability to conduct our business may be adversely affected if one or more key vendors or third-party service providers fails to meet our expectations or if we otherwise become unable to procure their services on commercially reasonable terms.

In addition, certain vendors and third-party service providers are vulnerable to disruption from severe weather events, natural disasters, public health crises, cybersecurity incidents or similar services and other disruptions, and may be subject to financial distress, regulatory sanctions, labor shortages, system failures or other operational issues.

Operational risks could increase as third-party service providers increasingly offer mobile and cloud-based software services rather than software services that can be operated within our own data centers, as certain aspects of the security of such technologies may be complex, unpredictable or beyond our control, and any failure by mobile technology or cloud service providers to adequately safeguard their systems and prevent cyber-attacks could disrupt our operations and result in misappropriation, corruption or loss of confidential, proprietary or personal information.

In addition, our counterparties’ information systems, technology or accounts may be the target of cyber-attacks.

See “—General Risk Factors—Security incidents or cyber-attacks, affecting us or our third-party service providers, could adversely affect our business by causing a disruption to our operations, a compromise or corruption of our confidential, personal or other sensitive information and/or damage to our business relationships or reputation, any of which could negatively impact our business, financial condition and operating results.” Any interruption or deterioration in the performance of these third parties or the service providers of our counterparties or failures or vulnerabilities of their respective information systems or technology could impair the quality of our funds’ operations, require us to transition to alternative providers, which could involve significant time, costs and operational risks, and could impact our reputation, adversely affect our businesses and limit our ability to grow.

Finally, there continues to be significant evolution and developments in the use of artificial intelligence and machine learning technologies, including generative artificial intelligence and large language models.

We cannot fully determine the impact of such evolving technology to our business at this time.

Our capital markets activities expose us to risks that could limit our revenue growth and expose us to losses from counterparties.

The capital markets services that our Capital Solutions Group and AMCM provide serve as one of our sources of revenue.

The capital markets fees AMCM receives are generally dependent on the frequency and volume of transactions by our funds and portfolio companies, which can fluctuate over time.

A slowdown in market activity generally or in our investment or exit activity could adversely affect the amount of fees AMCM’s business generates.

In addition, as a result of services provided by our Capital Solutions Group and by AMCM, we could incur losses that could have a material adverse effect on our results of operations, financial condition and cash flow, as well as our reputation.

For example, we may incur significant losses to the extent that our counterparties fail to acquire or pay for the debt or equity securities or loans that we expected to sell, place or syndicate to them or are otherwise unable to dispose of any financial exposure that we incur at the prices that we anticipated or at all.

We are subject to risks in using prime brokers, custodians, counterparties, administrators and other agents.

Many of our funds depend on the services of prime brokers, custodians, counterparties, administrators and other agents to carry out certain securities and derivatives transactions and other administrative services.

We are subject to risks of errors made by these third parties, which may be attributed to us and subject us or our fund investors to reputational damage, penalties or losses.

We may be unsuccessful in seeking reimbursement or indemnification from these third-party service providers.

Although the Dodd-Frank Act provides for general regulation of the derivatives market, the terms of the contracts with these third-party service providers are often customized and complex, and many of these arrangements occur in markets or relate to products that are not subject to regulatory oversight.

In particular, some of our funds utilize prime brokerage arrangements with a relatively limited number of counterparties, which has the effect of concentrating the transaction volume (and related counterparty default risk) of these funds with these counterparties.

The counterparty to one or more of these contracts may default, either voluntarily or involuntarily, on its performance under the contract.

Any such default may occur suddenly and without notice to us or the applicable fund.

Moreover, if a counterparty defaults, we may be unable to take action to cover our exposure, either because we lack contractual recourse or because market conditions make it difficult to take effective action.

This inability could occur in times of market stress, which is when defaults are most likely to occur.

In addition, our risk-management models may not accurately anticipate the impact of market stress or counterparty financial condition, and as a result, we may not have taken sufficient action to reduce our risks effectively.

Default risk may arise from events or circumstances that are difficult to detect, foresee or evaluate.

In addition, concerns about, or a default by, one large participant could lead to significant liquidity problems for other participants, which may in turn expose us to significant losses.

Although we have risk-management models and processes to ensure that we are not exposed to a single counterparty for significant periods of time, given the large number and size of our funds, we often have large positions with a single counterparty.

For example, most of our funds have credit lines.

If the lender under one or more of those credit lines were to become insolvent, we may have difficulty replacing the credit line and one or more of our funds may face liquidity problems.

In the event of a counterparty default, particularly a default by a major investment bank or a default by a counterparty to a significant number of our contracts, one or more of our funds may have outstanding trades that they cannot settle or are delayed in settling.

As a result, these funds could incur material losses and the resulting market impact of a major counterparty default could harm our businesses, results of operation and financial condition.

In the event of the insolvency of a prime broker, custodian, counterparty or any other party that is holding assets of our funds as collateral, our funds might not be able to recover equivalent assets in full as they will rank among the prime broker’s, custodian’s or counterparty’s unsecured creditors in relation to the assets held as collateral.

In addition, our funds’ cash held with a prime broker, custodian or counterparty generally will not be segregated from the prime broker’s, custodian’s or counterparty’s own cash, and our funds may therefore rank as unsecured creditors in relation thereto.

The counterparty risks that we face have increased in complexity and magnitude as a result of disruption in the financial markets in recent years.

In addition, counterparties have generally reacted to recent market volatility by tightening

their underwriting standards and increasing their margin requirements for all categories of financing, which has the result of decreasing the overall amount of leverage available and increasing the costs of borrowing.

Rapid growth of our businesses, particularly outside the U.S., may be difficult to sustain and may place significant demands on our administrative, operational and financial resources.

29 unchanged sentences

We may pursue growth through acquisitions of other investment management companies, acquisitions of critical business partners, acquisition of companies, or other strategic initiatives (including through our other businesses), which may include entering into new lines of business.

In addition, consistent with our past experience, we expect opportunities will arise to acquire other alternative or traditional asset managers, including asset managers located outside of the U.S.

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.

For example, in connection with the acquisition of Walton Street Capital Mexico S.

and certain of its affiliates (“WSM”) (the “WSM Acquisition”) in 2024, we expanded our real estate capabilities into Mexico.

Additionally, in connection with the GCP Acquisition in 2025, we launched investment initiatives in Japan, Vietnam and Brazil.

Each of these geographies may subject us to heightened risks due to jurisdictional limitations or political or economic uncertainty in these regions.

7 unchanged sentences

• increasing demands on our operational and management systems and controls;

• enhancing internal control processes of acquired assets;

• regulatory or compliance exposure related to acquired assets until appropriate processes and controls are implemented;

• our assumption of the imposition on us of known or unknown claims or liabilities in an acquisition, including claims by government agencies or authorities, current or former employees or customers, former stockholders or other third parties;

• compliance with or applicability to our business or our funds’ portfolio companies of regulations and laws, including, in particular, local regulations and laws and customs in the numerous jurisdictions in which we operate and the impact that noncompliance or even perceived noncompliance could have on us and our funds’ portfolio companies;

• our inability to realize the anticipated operation and financial benefits from an acquisition for a number of reasons, including if we are unable to effectively integrate acquired businesses;

• our inability to realize the anticipated operation and financial benefits from an acquisition for a number of reasons, including if we are unable to effectively integrate acquired businesses and the potential departure of key investment professionals and employees or loss of relationships of the acquired businesses;

• any divergence from our broader strategic goals or short-term decision-making that may result from any earnout structure in connection with an acquisition;

• potential increase in investor concentration;

2 unchanged sentences

If a new business does not generate sufficient revenues or if we are unable to efficiently manage our expanded operations, our results of operations will be adversely affected.

Our strategic initiatives may include joint ventures and business combinations through subsidiary sponsored SPACs, in which case we will be subject to additional risks and uncertainties in that we may be dependent upon, and subject to liability, losses or reputational damage relating to systems, controls and personnel that are not under our control or disputes with our joint venture partners.

Our strategic initiatives may include joint ventures and business combinations through subsidiary sponsored investment vehicles, in which case we will be subject to additional risks and uncertainties in that we may be dependent upon, and subject to liability, losses or reputational damage relating to systems, controls and personnel that are not under our control or disputes with our joint venture partners.

Because we have not yet identified these potential new investment strategies, geographic markets or lines of business, we cannot identify all of the specific risks we may face and the potential adverse consequences on us and their investment that may result from any attempted expansion.

If we are unable to consummate or successfully integrate development opportunities, acquisitions or joint ventures, we may not be able to implement our growth strategy successfully.

If we are unable to consummate or successfully integrate new businesses and strategies, acquisitions or joint ventures, we may not be able to implement our growth strategy successfully.

Our growth strategy is based, in part, on the selective development or acquisition of asset management businesses, advisory businesses or other businesses complementary to our business where we think we can add substantial value or generate substantial returns.

5 unchanged sentences

If we are not successful in implementing our growth strategy, our business, financial results and the market price for shares of our Class A common stock may be adversely affected.

Our financial support to particular structured financing vehicles, or our inability to provide support, may cause our AUM, revenue and earnings to decline.

At our option and from time to time, we have provided and may in the future provide seed, warehouse or other forms of capital or credit support to our structured financing vehicles for commercial or other reasons.

Our support of structured financing vehicles may utilize capital and liquidity that would otherwise be available for other corporate purposes.

These arrangements subject us to a risk of loss equal to the value of the financial support in the event that these structured financing vehicles or the underlying financial interests do not meet stated performance thresholds, which typically results in a variable interest and the consolidation of these investment vehicles by us.

Conversely, our ability to seed, warehouse or otherwise support certain structured financing vehicles may be restricted by regulation or by our inability to make available sufficient capital or liquidity.

Moreover, inherent constraints arising from the business models of certain asset managers, including our business model, may during periods of market volatility result in us having fewer options for accessing liquidity than asset managers with alternate business models, which may adversely impact our ability to support certain structured financing vehicles.

Our decision to support particular structured financing vehicles, or our inability or unwillingness to provide such support, may result in losses or affect our capital or liquidity, which may cause AUM, revenue and earnings to decline.

Hedging strategies may adversely affect the returns on our cash flow and financial condition and funds’ investments.

When managing our exposure to market risks, we may (on our own behalf or on behalf of our funds) from time to time use forward contracts, options, swaps, caps, collars, floors, foreign currency forward contracts, currency swap agreements, currency option contracts, among other strategies.

Currency fluctuations in particular can have a substantial effect on our cash flow and financial condition.

The success of any hedging or other derivative transactions generally will depend on our ability to correctly predict market or foreign exchange changes, the degree of correlation between price movements of a derivative instrument and the position being hedged, the creditworthiness of the counterparty and other factors.

As a result, while we may enter into a transaction to reduce our exposure to market or foreign exchange risks, the transaction may result in poorer overall investment performance than if it had not been executed.

Such transactions may also limit the opportunity for gain if the value of a hedged position increases.

While such hedging arrangements may reduce certain risks, such arrangements themselves may entail certain other risks.

These arrangements may require the posting of cash collateral at a time when a fund has insufficient cash or illiquid assets such that the posting of the cash is either impossible or requires the sale of assets at prices that do not reflect their underlying value.

Moreover, these hedging arrangements may generate significant transaction costs, including potential tax costs, that reduce the returns generated by a fund.

Our risk management strategies and procedures may leave us exposed to unidentified or unanticipated risks.

Risk management applies to our investment management operations as well as to the investments we make for our specialized funds and customized separate accounts.

We have developed and continue to update strategies and procedures specific to our business for managing risks, which include market risk, liquidity risk, operational risk and reputational risk.

Management of these risks can be very complex.

These strategies and procedures may fail under some circumstances, particularly if we are confronted with risks that we have underestimated or not identified, including those related to difficult market or geopolitical conditions.

Given the large number and size of our funds, we often have large positions with a single counterparty.

For example, we and most of our funds have credit lines.

If the lender under one or more of those credit lines

were to freeze the account or become insolvent, we may have difficulty replacing the credit line and the affected fund(s) or we may face liquidity challenges, which may adversely affect our business operations or the fund’s ability to close on an investment.

If that counterparty is unable to perform its obligations or performs below our standards, we, our specialized funds, customized separate accounts and other investments may be adversely affected.

In addition, some of our methods for managing the risks related to our clients’ investments are based upon our analysis of historical private markets behavior.

Statistical techniques are applied to these observations in order to arrive at quantifications of some of our risk exposures.

Historical analysis of private markets returns requires reliance on valuations performed by fund managers, which may not be reliable measures of current valuations.

These statistical methods may not accurately quantify our risk exposure if circumstances arise that were not observed in our historical data.

In particular, as we introduce new types of investment structures, products or services, our historical data may be incomplete.

Failure of our risk management techniques could materially and adversely affect our business, financial condition and results of operations, including our right to receive incentive fees.

Restrictions on our ability to collect and analyze data regarding our clients’ investments could adversely affect our business.

Our database of private markets investments includes funds and direct investments that we monitor and report on for our specialized funds, customized separate accounts and advisory accounts.

We rely on our database to provide regular reports to our clients, to research developments and trends in private markets and to support our investment processes.

We depend on the continuation of our relationships with the general partners and sponsors of the underlying funds and investments in order to maintain current data on these investments and private markets activity.

The termination of such relationships or the imposition of restrictions on our ability to use the data we obtain for our reporting and monitoring services could adversely affect our business, financial condition and results of operations.

We are also highly dependent upon the technology platforms within which our data is stored and analyzed, and any disruption in the services provided by such platforms, whether temporary or permanent, could have a material adverse effect on our ability to effectively continue to operate our business without interruption.

Risks Related to Regulation

3 unchanged sentences

The SEC oversees the activities of our subsidiaries that are registered investment advisers under the Investment Advisers Act.

FINRA and the SEC oversee the activities of our wholly owned subsidiaries AMCM and AWMS as registered broker-dealers, which also maintain licenses in many states.

We are subject to audits by the Defense Security Service to determine whether we are under foreign ownership, control or influence.

FINRA and the SEC oversee the activities of our wholly owned subsidiary AMCM as a registered broker-dealer, which also maintains licenses in many states.

We are subject to audits by the Defense Counterintelligence and Security Agency to determine whether we are under foreign ownership, control or influence.

We are also increasingly subject to various data privacy and protection laws.

If we are unable or fail to comply with such laws, we could be subject to fines, penalties, litigation or reputational harm.

Regulators are also increasing scrutiny and considering regulation of the use of artificial intelligence technologies.

We cannot predict what, if any, actions may be taken, but such regulation could have a material adverse effect on our business and results of operations.

Regulators are also increasing scrutiny and considering regulation of the use of artificial intelligence technologies, including with respect to uses of artificial intelligence by investment advisers.

While comprehensive U.S.

regulation has not been enacted to date, various U.S.

governmental agencies and departments, including the SEC and Department of the Treasury, have released reports or otherwise indicated interest in assessing risks relating to the uses of artificial intelligence by businesses such as ours.

In addition, certain laws governing artificial intelligence have been adopted in the EU (including the EU Artificial Intelligence Act) and in certain U.S.

While we cannot predict the nature or effects of future regulations, regulatory developments relating to artificial intelligence could potentially have a material adverse effect on our business and results of operations.

SEC enforcement activity has increased in recent years.

While we have a robust compliance program in place, it is possible this enforcement activity will target practices which we believe are compliant, and which were not historically targeted by the SEC.

The SEC has also increased emphasis on investment adviser and private fund regulation and sought to enact rules that could meaningfully affect investment advisers and their management of private funds, which could materially impact private funds and private fund advisers and their operations, including increasing compliance burdens and regulatory costs, and heightened risk of regulatory enforcement action such as public sanctions, restrictions on activities, fines and reputational damage.

While we have a robust compliance program in place, it is possible this enforcement activity will target practices that we believe are compliant, and which were not historically targeted by the SEC.

Any such developments could materially impact our business and operations, including increasing compliance burdens and regulatory costs, and heightening the risk of regulatory enforcement action such as public sanctions, restrictions on activities, fines and reputational damage.

Federal regulation.

Under the Dodd-Frank Act, the Financial Stability Oversight Council (“FSOC”) has the authority to review the activities of certain nonbank financial firms engaged in financial activities and designate them as systemically important financial institutions (“SIFI”).

Under the Dodd-Frank Act, the Financial Stability Oversight Council (“FSOC”) has the authority to review the activities of certain non-bank financial firms engaged in financial activities and designate them as systemically important financial institutions (“SIFI”).

Currently, there are no non-bank financial companies with a non-bank SIFI designation.

The FSOC has, however, designated certain non-bank financial companies as SIFIs in the past, and additional non-bank financial companies, which may include large asset management companies such as us, may be designated as SIFIs in the future.

In November 2023, FSOC adopted amendments to its guidance regarding procedures for designating non-bank financial companies as SIFIs which eliminated the prior guidance’s prioritization of an “activities-based” approach for identifying, assessing and addressing potential risks to financial stability.

assessing and addressing potential risks to financial stability.

Under the previous guidance’s “activities-based” approach, FSOC indicated that it would primarily focus on regulating activities that pose systemic risk rather than focusing on individual firm-specific determinations.

5 unchanged sentences

Under the Dodd-Frank Act, the CFTC has jurisdiction over swaps and the SEC has jurisdiction over security-based swaps.

Under CFTC rules, all swaps (other than security-based swaps) included in the definition of commodity interests.

Under CFTC rules, all swaps (other than security-based swaps) are included in the definition of commodity interests.

As a result, funds that utilize swaps (whether or not related to a physical commodity) may fall within the statutory definition of a commodity pool.

5 unchanged sentences

In addition, federal bank regulatory authorities and the CFTC have adopted initial and variation margin requirements for swap dealers, security-based swap dealers and swap entities, including permissible forms of margin, custodial arrangements and documentation requirements for uncleared swaps and security-based swaps.

As a result of these variation margin requirements,

some of our funds are required to post collateral to satisfy the variation margin requirements which has made transacting in uncleared swaps more expensive.

As a result of these variation margin requirements, some of our funds are required to post collateral to satisfy the variation margin requirements which has made transacting in uncleared swaps more expensive.

Position limits imposed by various regulators, self-regulatory organizations or trading facilities on derivatives may also limit our ability to effect desired trades.

1 unchanged sentence

These rules and any additional proposals could affect our ability and the ability for our funds to enter into derivatives transactions.

The SEC has adopted Regulation Best Interest which requires broker-dealers, or natural persons who are associated persons of broker-dealers, to act in the best interest of a retail customer when making a recommendation of any securities transaction or investment strategy involving securities.

Regulation Best Interest requires such broker-dealers to evaluate available alternatives, including those that may have lower expenses and/or lower investment risk than our investment funds.

Regulation Best Interest may negatively impact whether certain broker-dealers and their associated persons are willing to recommend investment products, including certain of our funds, to retail customers, which may adversely impact our ability to distribute our products to certain investors.

Furthermore, the U.S.

Department of Labor as well as several states have proposed regulations or taken other actions pertaining to conduct standards for investment advisers and broker-dealers that may result in additional requirements related to our business.

It is difficult to determine the full extent of the impact on us of new laws, regulations or initiatives that may be proposed or whether any of the proposals will become law.

4 unchanged sentences

Compliance with any new laws or regulations could make compliance more difficult and expensive, affect the manner in which we conduct our businesses and adversely affect our profitability.

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.

State regulation.

1 unchanged sentence

We have registered as such in a number of jurisdictions, including California, Illinois, New York, Pennsylvania, Louisiana, Texas and Kentucky.

Other states or municipalities may consider similar legislation or adopt regulations or procedures with similar effect.

Other states or municipalities may consider similar legislation or adopt regulations or procedures with

similar effect.

These registration requirements impose significant compliance obligations on registered lobbyists and their employers, which may include annual registration fees, periodic disclosure reports and internal recordkeeping, and may also prohibit the payment of contingent fees.

7 unchanged sentences

Moreover, our failure to comply with applicable laws or regulations, including labor and employment laws, could result in fines, censure, suspensions of personnel or other sanctions, including revocation of the registration of our relevant subsidiaries as investment advisers or registered broker-dealers.

For example, the SEC requires investment advisers registered or required to register with the SEC under the Investment Advisers Act that advise one or more private funds and have at least $150.0 million in private fund assets under management to periodically file reports on Form PF.

We have filed, and will continue to file, quarterly reports on Form PF, which has resulted in increased administrative costs and requires a significant amount of attention and time to be spent by our personnel.

The SEC recently adopted changes to Form PF which, among other requirements, require current reporting upon the occurrence of certain fund-level events, which will likely further increase related administrative costs and burdens.

Most of the regulations to which our businesses are subject are designed primarily to protect investors in our funds and portfolio companies and to ensure the integrity of the financial markets.

They are not designed to protect our stockholders.

if a sanction is imposed against us, one of our subsidiaries or our personnel by a regulator for a small monetary amount, the costs incurred in responding to such matters could be material, the adverse publicity related to the sanction could harm our reputation, which in turn could have a material adverse effect on our businesses in a number of ways, making it harder for us to raise new funds and discouraging others from doing business with us.

Even if a sanction is imposed against us, one of our subsidiaries or our personnel by a regulator for a small monetary amount, the costs incurred in responding to such matters could be material, the adverse publicity related to the sanction could harm our reputation, which in turn could have a material adverse effect on our businesses in a number of ways, making it harder for us to raise new funds and discouraging others from doing business with us.

In the past several years, the financial services industry, and private equity and alternative asset managers in particular, has been the subject of heightened scrutiny by regulators around the globe.

6 unchanged sentences

Any changes in the regulatory framework applicable to our businesses, including the changes described above, may impose additional costs on us, require the attention of our senior management or result in limitations on the manner in which we conduct our business.

Complying with any new laws or regulations could be more difficult and expensive, affect the manner in which we conduct our businesses and adversely affect our profitability.

Complying with any new laws or regulations could be more difficult and expensive, affect the manner in which we conduct our businesses and adversely affect profitability.

As of December 31, 2025, our direct lending AUM represented 44% of our total AUM.

The SEC’s recent lists of examination priorities for investment advisers includes numerous items related to the oversight of asset managers to private funds, and many firms have received inquiries during examinations or directly from the SEC’s Division of Enforcement regarding private funds, including the calculation of fees and expenses, the allocation of broken-deal expenses, the disclosure of operating partner or operating executive compensation, outside business activities of firm principals and employees, group purchasing arrangements and general conflicts of interest disclosures.

The SEC’s recent list of examination priorities for investment advisers includes numerous items related to the oversight of asset managers to private funds, and many firms have received inquiries during examinations or directly from the SEC’s Division of Enforcement regarding private funds, including the calculation of fees and expenses, the allocation of broken-deal expenses, the disclosure of operating partner or operating executive compensation, outside business activities of firm principals and employees, group purchasing arrangements and general conflicts of interest disclosures.

Further, the SEC has highlighted valuation practices as one of its areas of focus in investment adviser examinations and has instituted enforcement actions against advisers for misleading investors about valuation.

3 unchanged sentences

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.

In June 2025, the U.K.

government enacted the Data (Use and Access) Act 2025, which includes reforms that may increase divergence between the U.K.

and EU data protection regimes over time.

In addition, the EU continues to pursue a broad digital regulatory agenda, including proposals to amend certain existing digital frameworks.

These developments may require us and our portfolio companies to update policies, procedures, technical and organizational measures, vendor arrangements, cross-border data

transfer practices and our uses of data and technology, and could increase the risk of investigations, enforcement actions, litigation or penalties if we fail to comply.

In December 2025, the European Commission renewed its adequacy decisions for the U.K., which permit the transfer of personal data from the EEA to the U.K., until December 27, 2031, subject to periodic review and potential renewal.

While we currently rely on the adequacy decisions and other transfer mechanisms, the adequacy decisions could be modified, suspended or withdrawn in the future, which could require us and our portfolio companies to implement additional data transfer mechanisms and could increase costs and complexity.

Regulations impacting the insurance industry could adversely affect our business and our operations, and our provision of products and services to insurance companies, including through Aspida, subjects us to a variety of risks and uncertainties.

The insurance industry is subject to significant regulatory oversight, both in the U.S.

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

insurance companies and/or their investment advisors, which may include, among other things, the investments insurance companies may acquire and hold, marketing practices, affiliate transactions, reserve requirements, capital adequacy including insurance company licensing and examination, agent licensing, establishment of reserve requirements and solvency standards, premium rate regulation, admissibility of assets, policy form approval, unfair trade and claims practices, advertising, maintaining policyholder privacy, payment of dividends and distributions to shareholders, investments, review and/or approval of transactions with affiliates, reinsurance, acquisitions, mergers and other matters.

Regulatory authorities in many relevant jurisdictions have broad administrative, and in some cases discretionary, authority with respect to insurance companies and/or their investment advisers, which may include, among other things, the investments insurance companies may acquire and hold, marketing practices, affiliate transactions, reserve requirements, capital adequacy including insurance company licensing and examination, agent licensing, establishment of reserve requirements and solvency standards, premium rate regulation, admissibility of assets, policy form approval, unfair trade and claims practices, advertising, maintaining policyholder privacy, payment of dividends and distributions to shareholders, investments, review and/or approval of transactions with affiliates, reinsurance, acquisitions, mergers and other matters.

Insurance regulatory authorities regularly review and update these and other requirements.

Currently, there are proposals to increase the scope of regulation of insurance holding companies in the U.S., Bermuda and other jurisdictions.

Effective March 31, 2024, new legislation became operative in Bermuda (subject to certain transitional and grandfathering arrangements) which relates to changes to the calculation of the technical provisions framework of insurers and insurance groups, amendments to the computation and flexibility of the Bermuda Solvency Capital Requirement, updates to the prudential rules and reporting forms to modify capital requirements and revisions to the fees charged to life insurers regulated by the BMA.

In 2024, the National Association of Insurance Commissioners in the U.S.

In 2024, the National Association of Insurance Commissioners (“NAIC”) in the U.S.

adopted changes to its Financial Analysis Handbook to provide additional guidance to regulators reviewing affiliated investment management agreements and added new regulatory considerations and guidance to assist regulators in assessing complex ownership structures.

Changes in rules and regulations impacting the insurance industry could adversely impact our expansion into the insurance industry, the prospects of our Bermuda insurance company subsidiary Aspida Re and other investments we make in the insurance industry, both in the U.S.

In 2024 and 2025, U.S.

regulators also advanced several initiatives that directly affect capital standards and reserve requirements.

The NAIC adopted multiple revisions to risk-based capital (“RBC”) formulas applicable to insurers, including new RBC treatment for pledged assets used in certain reinsurance arrangements.

In addition, the NAIC continued refining RBC treatment for structured securities, including maintaining elevated capital charges for certain residual tranches.

Separately, regulators advanced several material changes to asset adequacy testing (“AAT”) and cash flow testing requirements.

The NAIC adopted Actuarial Guideline LV (AG 55), which requires insurers to include ceded reinsurance business within AAT under moderately adverse conditions, effective for year-end 2025 with reporting due by April 1, 2026.

Additional proposals would require cash-flow testing of certain reinsurance transactions at the treaty level.

Changes in rules and regulations impacting the insurance industry could adversely impact our expansion into the insurance industry, the prospects of Aspida Re, a Bermuda insurance company, and other investments we make in the insurance industry, both in the U.S.

and abroad and limit our ability to raise capital for our funds from insurance companies, which could limit our ability to grow.

More frequent and substantive updates to RBC and AAT frameworks could also create additional operational complexity or affect the capital planning or reinsurance strategies of insurers with which we conduct business.

and foreign insurance industries are subject to significant regulation.

Regulatory authorities in the U.S.

and many relevant jurisdictions have broad regulatory (including through any regulatory support organization), administrative, and in some cases discretionary, authority with respect to insurance companies and/or their investment advisors, which may include, among other things, the investments insurance companies may acquire and hold, marketing practices, affiliate transactions, reserve requirements and capital adequacy.

and many relevant jurisdictions have broad regulatory (including through any regulatory support organization), administrative, and in some cases discretionary, authority with respect to insurance companies and/or their investment advisers, which may include, among other things, the investments insurance companies may acquire and hold, marketing practices, affiliate transactions, reserve requirements and capital adequacy.

Because these requirements are primarily designed to protect policyholders, regulatory authorities often have wide discretion in applying restrictions and regulations, which may indirectly affect Aspida, Aspida Life, Aspida Re and other parts of our business that operate within or offer products or services to insurance industry.

5 unchanged sentences

Many of the investment products we develop for, or other assets or investments we include in, insurance company portfolios will be rated and a ratings downgrade or any other negative action by a rating agency with respect to such products, assets or investments could make them less attractive and limit our ability to offer such products to, or invest or deploy capital on behalf of, insurers.

As the ultimate parent of the controlling entity of Aspida Re, a Bermuda Class E insurance company, we are considered its “shareholder controller” (as defined in the Bermuda Insurance Act) by the BMA.

The BMA considers us to be the “shareholder controller” (as defined in the Bermuda Insurance Act) of Aspida Re, a Bermuda Class E insurance company.

Aspida Re is subject to regulation and supervision by the BMA, and compliance with all applicable Bermuda law and Bermuda insurance statutes and regulations, including but not limited to the Bermuda Insurance Act.

4 unchanged sentences

These laws may discourage potential acquisition proposals for us and could delay, deter or prevent an acquisition of controllers of Bermuda insurers.

Employee misconduct could harm us by impairing our ability to attract and retain investors and subjecting us to significant legal liability, regulatory scrutiny and reputational harm.

Employee misconduct and failure to comply with applicable laws, obligations and standards could harm us by impairing our ability to attract and retain investors and subjecting us to significant legal liability, regulatory scrutiny and reputational harm.

We are subject to a number of laws, obligations and standards arising from our investment management business and our authority over the assets managed by our investment management business.

21 unchanged sentences

or EU laws, for instance in relation to marketing our funds to investors in the EEA.

Despite the U.K.’s departure from the EU on January 31, 2020 (see “—The U.K.’s exit from the EU (“Brexit”) could adversely affect our business and our operations” for further detail), new and existing EU legislation is expected to continue to impact our business in the U.K.

Despite Brexit, new and existing EU legislation is expected to continue to impact our business in the U.K.

The following EU and U.K.

3 unchanged sentences

The Securitisation Regulation also imposes an obligation on AIFMs to divest any interest in a non-compliant securitization.

It is currently unclear if the Regulation applies to non-EU marketing one or more alternative investment funds in the EEA under a national private placement regime.

It is currently unclear if the Regulation applies to non-EU AIFMs marketing one or more alternative investment funds in the EEA under a national private placement regime.

This lack of clarity may hamper our ability to raise capital for some of our non-EEA funds from investors in the EEA or subject such fund raising to additional risks, including, if application of the Securitisation Regulation to non-EEA AIFMs is confirmed, that their funds that market in the EEA could be required to divest of interests in non-compliant securitizations at sub-optimal prices.

has since assimilated the EU Securitisation Regulation and has published the Securitisation Regulations 2024 (the “U.K.

Securitisation Regulation”).

Securitisation Regulation deviates from the EU’s Securitisation Regulation in a number of ways.

We are assessing the impact of these changes to existing securitization activities and our funds.

has since assimilated the EU Securitisation Regulation and subsequently published the Securitisation Regulations 2024 (the “U.K.

Securitisation Regulation”), replacing the previous on-shored EU framework.

Securitisation Regulation became effective on November 1, 2024 (with transitional provisions applying to earlier securitizations).

It deviates from the EU’s Securitisation Regulation in a number of ways, including with respect to due diligence, transparency and risk-retention rules.

We continue to monitor and comply with the requirements of the U.K.

Securitisation Regulation (and the accompanying rules issued by the Prudential Regulation Authority and FCA) across our securitization activities and funds.

The EU Regulation on over-the-counter (“OTC”) derivative transactions, central counterparties and trade repositories (the “European Market Infrastructure Regulation” or “EMIR”) requires the mandatory clearing of certain OTC derivatives through central counterparties.

2 unchanged sentences

The latest amendments to EMIR (“EMIR 3.0”) came into effect on December 24, 2024.

EMIR 3.0 introduces a new active account requirement and amends existing requirements under EMIR (including with respect to the reporting obligation and clearing threshold calculations).

As well as introducing a new active account requirement, EMIR 3.0 amended existing requirements.

A number of these changes will be effected through regulatory technical standards, including in relation to the revised clearing thresholds and associated calculation methodology, which are currently in draft form and expected to come into effect in early 2026.

has on-shored EMIR, with the effect that a similar but not identical set of rules apply in the U.K.

12 unchanged sentences

Although SFTR and U.K.

SFTR are substantively similar, there are some areas of regulatory divergence (including with respect to the differing new validation rules) and there can be no guarantee that the U.K.

SFTR are substantively similar, there are some areas of regulatory divergence (including with respect to differing validation rules) and there can be no guarantee that the U.K.

will move in lockstep with the future changes proposed by the EU.

26 unchanged sentences

AIFMD II imposes a range of requirements on AIFMs which may increase the cost of doing business for AM Lux and Ares’ non-EEA AIFMs (including AMUKL) to the extent they market funds in the EEA and potentially disadvantages our funds as investors in private companies located in EEA member states compared to non-AIF/AIFM competitors that may not be subject to such requirements.

It is not yet clear to what extent (if any) the U.K.

will seek to reflect AIFMD II in its domestic rules implementing AIFMD.

We will continue to assess the impact of AIFMD II to AM Lux, our non-EEA AIFMs and AIFs that are managed and/or marketed in the EEA.

The European solvency framework and prudential regime for insurers and reinsurers, under the Solvency II Directive 2009/138/EC (“Solvency II”) imposes economic risk-based solvency requirements across all EU member states.

Solvency II is supplemented by European Commission Delegated Regulation (EU) 2015/35 (the “Delegated Regulation”), other European Commission “delegated acts” and binding technical standards and guidelines issued by the European Insurance and Occupational Pensions Authority.

We are not subject to Solvency II;

however, many of our European insurer or reinsurer fund investors are subject to this directive, as applied under applicable domestic law and any amendments may impact insurers’ and reinsurers’ investment decisions and their asset allocations.

On September 22, 2021, the European Commission published proposed legislation to amend the Solvency II Directive, which has since been approved by the European Parliament on October 8, 2024 and the Council of the EU on November 5, 2024.

The amending directive is expected to take effect from December 2026.

Post Brexit, Solvency II assimilated into U.K.

law as “Solvency U.K.” and is undergoing reform to simplify the administrative and reporting requirements, reduce costs and widen the categories of assets which insurers can hold in their portfolios.

The amendments have been staggered, with certain provisions entering into force on December 31, 2023, June 30, 2024 and the remaining reforms on December 31, 2024.

It is unclear at this stage the extent to which the amendments to Solvency II or Solvency U.K.

will have an indirect effect on our businesses.

The precise extent to which the U.K.

will seek to reflect AIFMD II in its domestic rules remains unclear, however it is expected to implement a streamlined regime tailored to U.K.

market practice, rather than replicating AIFMD II.

HM Treasury and the FCA are progressing a separate reform of the U.K’s alternative investment fund manager regime and in April 2025, each respectively published a consultation on a new U.K.-specific framework and a Call for Input.

The proposed changes include (i) replacing the existing “full-scope” and “sub-threshold” AIFM categories with a more flexible tiering based on an AIFM’s size, investment base and investment activities;

(ii) abolishing the “small registered AIF” category (except in respect of managers of social enterprise funds and registered venture capital funds) and requiring all AIFMs to become FCA-authorized;

and (iii) implementing a streamlined regime for investment trust and REIT managers.

The FCA intends to publish and consult on draft rules in the first half of 2026.

We will continue to monitor the development of these consultations and the impact they may have on our U.K.

business and operations.

Economic Crime and Corporate Transparency Act 2023

introduced the Economic Crime and Transparency Act 2023 (“ECCTA”) on October 26, 2023.

As part of ECCTA, a new ‘failure to prevent fraud’ offence was introduced in the U.K.

enacted the Economic Crime and Corporate Transparency Act 2023 (“ECCTA”) on October 26, 2023.

As part of ECCTA, a new ‘failure to prevent fraud’ offence was created in the U.K.

(the “FTPF Offence”).

The FTPF Offence is modeled on similar existing offences for ‘failure to prevent bribery’ and ‘failure to prevent the facilitation of tax evasion.’

The FTPF Offence imposes criminal liability on bodies corporate and partnerships, wherever incorporated, meeting specified size thresholds (so-called ‘large organizations’) where an ‘associate’ (being an employee, agent, subsidiary undertaking or person who provides services for or on behalf of the large organization) commits a U.K.

undertaking or person who provides services for or on behalf of the large organization) commits a U.K.

fraud offence, unless the large organization has in place reasonable fraud prevention policies and procedures (or it was not reasonable to have policies and procedures in place).

Owing to the complexity of this definition, certain fund structures (and potentially portfolio companies) could be caught in scope too.

The FTPF Offence comes into effect on September 1, 2025.

We are assessing the impact to our business and are reviewing our existing fraud prevention policies and procedures.

The FTPF Offence came into effect on September 1, 2025.

We have reviewed and adjusted our fraud prevention policies and procedures accordingly.

Hong Kong Security Law

On June 30, 2020, the National People’s Congress of China passed a national security law (the “National Security Law”), which criminalizes certain offenses including secession, subversion of the Chinese government, terrorism and collusion with foreign entities.

The National Security Law also applies to non-permanent residents.

Although the extra-territorial reach of the National Security Law remains unclear, the application of the National Security Law to conduct outside Hong Kong by non-permanent residents of Hong Kong could limit the activities of or negatively affect the Company, our funds and/or portfolio companies.

The National Security Law has been condemned by the U.S., the U.K.

and several EU countries and has created additional tensions between the U.S.

Escalation of tensions resulting from the National Security Law, including conflict between China and other countries, protests and other government measures, as well as other economic, social or political unrest in the future, could adversely impact the security and stability of the region and may have a material adverse effect on countries in which the Company, our funds and portfolio companies or any of their respective personnel or assets are located.

In addition, any downturn in Hong Kong’s economy could adversely affect the financial performance of the Company and our investments, or could have a significant impact on the industries in which the Company participates, and may adversely affect the operations of the Company, its funds and portfolio companies, including the retention of investment and other key professionals located in Hong Kong.

On June 30, 2020, the National People’s Congress of China passed a national security law applicable to Hong Kong (the “National Security Law”), which criminalize certain offenses including secession, subversion of the Chinese government, terrorism, treason, sedition and collusion with foreign entities.

On March 23, 2024, Hong Kong enacted the Safeguarding National Security Ordinance (the “Safeguarding National Security Ordinance”), which creates additional national security-related offenses.

The National Security Law and the Safeguarding National Security Ordinance may apply to individuals and entities outside Hong Kong, including non-permanent residents, and their extraterritorial reach remains unclear.

The application of these laws and related developments could limit the activities of or negatively affect the Company, our funds and/or our portfolio companies.

These laws have been condemned by the U.S., the U.K.

and several EU countries and have created additional tensions between the U.S.

Any future escalation of tensions, protests or other government measures, as well as other economic, social or political unrest, could adversely impact the security and stability of the region and may have a material adverse effect on countries in which the Company, our funds and portfolio companies or any of their respective personnel or assets are located.

Regulations governing the operation of our business development companies affect their ability to raise, and the way in which they raise, additional capital.

2 unchanged sentences

Certain of our funds may be restricted from engaging in transactions with our BDCs and their respective subsidiaries.

As funds registered under the Investment Company Act, our BDCs may issue debt securities or preferred stock and borrow money from banks or other financial institutions, which we refer to collectively as “senior securities,” up to the maximum amount permitted by the Investment Company Act.

As funds that have elected to be regulated by the Investment Company Act, our BDCs may issue debt securities or preferred stock and borrow money from banks or other financial institutions, which we refer to collectively as “senior securities,” up to the maximum amount permitted by the Investment Company Act.

Under the provisions of the Investment Company Act, our BDCs are currently permitted to incur indebtedness or issue senior securities only in amounts such that their respective asset coverage ratio, as calculated pursuant to the Investment Company Act, equals at least 150% after each such issuance.

12 unchanged sentences

To maintain their status as a RIC or a REIT, such vehicles must meet, among other things, certain source of income, asset diversification and annual distribution requirements.

ARCC and ASIF are required to generally distribute to their respective stockholders at least 90% of their respective investment company taxable income to maintain their RIC status.

To maintain its qualification as a REIT, ACRE, in addition to our diversified non-traded REIT and industrial non-traded REIT must distribute at least 90% of its taxable income to its stockholders and meet, on a continuing basis, certain other complex requirements under the Code.

Funds that have elected to be treated as RICs are required to generally distribute to their respective stockholders at least 90% of their respective investment company taxable income to maintain their RIC status.

Funds that have qualified as REITs must distribute at least 90% of their taxable income to their stockholders and meet, on a continuing basis, certain other complex requirements under the Code.

Certain of our perpetual wealth vehicles are subject to complex rules under the Investment Company Act, including rules that restrict certain of our funds from engaging in transactions with these perpetual wealth vehicles.

In addition, subject to certain exceptions, our BDCs are generally prohibited from issuing and selling their common stock at a price below net asset value per share and from incurring indebtedness (including for this purpose, preferred stock), if the BDCs’ respective asset coverage ratio, as calculated pursuant to the Investment Company Act, equals less than 150% after giving effect to such incurrence.

In addition, subject to certain exceptions, our BDCs

are generally prohibited from issuing and selling their common stock at a price below net asset value per share and from incurring indebtedness (including for this purpose, preferred stock), if the BDCs’ respective asset coverage ratio, as calculated pursuant to the Investment Company Act, equals less than 150% after giving effect to such incurrence.

The extent to which the publicly-traded and perpetual wealth investment vehicles that we manage are negatively affected by these regulations may affect our overall profitability.

9 unchanged sentences

Any failure on our part to comply with these rules could cause us to lose compensation for our advisory services or expose us to significant penalties and reputational damage.

Increasing scrutiny from stakeholders and regulators with respect to ESG matters could impact our or our funds’ portfolio companies’ reputation, the cost of our or their operations, or result in investors ceasing to allocate their capital to us, all of which could adversely affect our business and results of operations.

Increased regulatory scrutiny and uncertainty with respect to expense allocation may expose us to additional risk.

While we historically have and will continue to allocate the expenses of our funds in good faith and in accordance with the terms of the relevant fund agreements and our expense allocation policy in effect from time to time, due to increased regulatory scrutiny of expense allocation policies in the private funds realm, our policies and practices may be challenged by our supervising regulatory bodies.

If we or our supervising regulators were to determine that we have improperly allocated such expenses, we could be required to refund amounts to the funds and could be subject to regulatory action, litigation from our fund investors and/or reputational harm, each of which could have a material adverse effect on our business and financial condition.

Increasing scrutiny from stakeholders and regulators with respect to sustainability—or ESG—matters could impact our or our funds’ portfolio companies’ reputation, the cost of our or their operations, or result in investors ceasing to allocate their capital to us, all of which could adversely affect our business and results of operations.

We, our funds and their portfolio companies face increasing public scrutiny related to ESG activities.

A variety of organizations measure the performance of companies on ESG topics, and the results of these assessments are widely publicized.

Investment in funds that specialize in companies that perform well in such assessments remain popular, and major institutional investors have publicly discussed their consideration of such ESG ratings and measures in making their investment decisions.

If our ESG ratings or practices do not meet the standards set by such investors or our stockholders, or if we fail, or are perceived to fail, to demonstrate progress toward our ESG goals and initiatives, they may choose not to invest in our funds or exclude our common stock from their investments.

Certain institutional investors may consider such ESG ratings and measures in making their investment decisions.

If our ESG ratings or practices do not meet the standards set by such investors or our stockholders, or if we fail, or are perceived to fail, to demonstrate progress toward our ESG objectives and initiatives, they may choose not to invest in our funds or exclude our common stock from their investments.

Relatedly, we, our funds and their portfolio companies risk damage to our brands and reputations, if we or they do not or are perceived to not act responsibly in a number of areas, including, but not limited to human rights, climate change and environmental stewardship, support for local communities, corporate governance and transparency, or consideration of ESG factors in our investment processes.

Adverse incidents with respect to ESG activities could impact the value of our brand, the brand of our funds or their portfolio companies, or the cost of our or their operations and relationships with investors, all of which could adversely affect our business and results of operations.

Conversely, anti-ESG sentiment has gained momentum across the U.S., with a growing number of states, federal agencies, the executive branch and Congress having enacted or proposed or indicated an intent to pursue “anti-ESG” policies, legislation, issued related legal opinions and engaged in related investigation and litigation.

(i) boycott bills target financial institutions that “boycott” or “discriminate against” companies in certain industries (e.g., energy and mining) and prohibit state entities from doing business with such institutions and/or investing the state’s assets (including pension plan assets) through such institutions;

and (ii) ESG investment prohibitions require that state entities or managers/administrators of state investments make investments based solely on pecuniary factors without consideration of ESG factors.

If investors subject to such legislation viewed our funds or responsible investing or ESG practices, including our climate-related goals and commitments, as being in contradiction of such “anti-ESG” policies, legislation or legal opinions, such investors may not invest in our funds, our ability to maintain the size of our funds could be impaired, and it could negatively affect results of our operations, cash flow or the price of our common stock.

Further, asset managers have been subject to recent scrutiny related to ESG-focused industry working groups, initiatives and associations, including organizations advancing action to address ESG matters, climate change or climate-related risk.

In addition, some advocacy groups and federal and state officials have asserted that the Supreme Court’s decision striking down race-based affirmative action in higher education in June 2023 should be analogized to private employment matters and private contract matters.

Several media campaigns and cases alleging discrimination based on such arguments have been initiated since the decision, with scrutiny of certain corporate DEI practices increasing.

In January 2025, the new Presidential Administration signed a number of Executive Orders focused on DEI, which

include a broad mandate to eliminate federal DEI programs and indicate continued scrutiny of DEI initiatives, potential investigations of certain private entities, including publicly traded companies, and changes to federal contracting regulations.

If we do not successfully manage expectations across these varied stakeholder interests, it could erode stakeholder trust, impact our reputation and constrain our investment opportunities.

Such scrutiny of both ESG and DEI related practices could expose us to the risk of litigation, investigations or challenges by federal or state authorities, result in reputational harm and/or discourage certain investors from investing in our products.

In addition, clients and investors may decide not to commit capital to future fundraises as a result of their assessment of our approach to and consideration of ESG.

To the extent our access to capital from clients or investors focused on ESG ratings or matters is impaired, we may not be able to maintain or increase the size of our specialized funds or raise sufficient capital for new specialized funds, which may adversely affect our revenues.

In addition, our ESG initiatives, goals, targets, intentions and expectations are subject to change, and no assurance or guarantee can be given that such goals, targets, intentions or expectations (some of which are aspirational in nature) will be met.

Moreover, in recent years “anti-ESG” sentiment has gained momentum across the U.S., with several states, the executive branch and federal agencies, and Congress having proposed, enacted, or indicated an intent to pursue “anti-ESG” policies, legislation, or initiatives, issued related legal opinions and pursued related investigations and litigation.

If investors subject to anti-ESG legislation viewed our funds or responsible investing or ESG practices, including our climate-related goals

and commitments, as being in contradiction of such “anti-ESG” policies, legislation or legal opinions, such investors may not invest in our funds, our ability to maintain the size of our funds could be impaired, and it could negatively affect results of our operations, cash flow or the price of our common stock.

Additionally, asset managers have been subject to recent scrutiny related to ESG-focused industry working groups, initiatives and associations, including organizations advancing action to address sustainability and responsible investment matters, climate change or climate-related risk.

Our ESG initiatives, objectives, intentions and expectations are subject to change, and no assurance or guarantee can be given that such objectives, intentions or expectations (some of which are aspirational in nature) will be met.

Statistics and metrics that we report relating to ESG matters are estimates and may be based on assumptions or developing standards (including our internal standards and policies).

1 unchanged sentence

Such policies and procedures may change, even materially, or may not be applied to certain investments.

In addition, the act of selecting and evaluating material ESG factors is subjective by nature, and there is no guarantee that the criteria utilized, or judgement exercised by Ares, will reflect the beliefs or values, internal policies or preferred practices of investors or other managers, or align with market trends.

In addition, the act of selecting and evaluating material ESG factors is subjective by nature, and there is no guarantee that the criteria utilized, or judgment exercised by Ares, will reflect the beliefs or values, internal policies or preferred practices of investors or other managers, or align with market trends.

Further, Ares may determine at any point that it is not feasible or practical to implement or complete certain of its ESG initiatives, policies and procedures based on cost, timing or other considerations.

Additionally, certain regulations related to ESG that are applicable to us, our funds and their portfolio companies could adversely affect our business.

Further, some groups and federal and state officials have asserted that the Supreme Court’s decision striking down race-based affirmative action in higher education in June 2023 should be analogized to private employment matters and private contract matters.

Several media campaigns and cases alleging discrimination based on such arguments have been initiated since the decision, and in January 2025, the Presidential Administration signed a number of Executive Orders focused on diversity, equity and inclusion (“DEI”), which caution the private sector to end “illegal DEI discrimination and preferences” and preview upcoming compliance investigations of private entities, including publicly traded companies, and changes to federal contracting regulations.

Agencies across the federal government, including the Department of Justice, the Federal Communications Commission, and the Equal Employment Opportunity Commission, have been focusing on DEI-related investigations and enforcement.

It is uncertain how the interpretation, application and enforcement of laws (including U.S.

state and federal nondiscrimination laws), policies and public sentiment related to DEI will evolve, and it may become increasingly challenging to establish global DEI-related policies and programs that meet the varied laws, policies and norms of different jurisdictions.

If investors view our funds, policies or procedures as being in contradiction of such executive orders, policies, legislation or legal opinions, such investors may not invest in our funds.

Further developments may also make it more difficult for our funds or vehicles to operate across jurisdictions.

New and evolving and sometimes conflicting sustainability/ESG regulations and disclosure expectations could increase our compliance costs and expose us to enforcement, litigation or fundraising constraints.

Certain regulations related to ESG that are applicable to us, our funds and their portfolio companies could adversely affect our business.

The European Commission’s “action plan on financing sustainable growth” (“Action Plan”) is designed to, among other things, define and reorient investment toward more sustainable economic activities.

1 unchanged sentence

establishing EU labels for green financial products;

clarifying asset managers’ and institutional investors’ duties regarding sustainability in their investment decision-making processes;

increasing disclosure requirements in the financial services sector around sustainability and increasing the transparency of companies on their ESG policies and related processes and management systems;

clarifying asset managers’ and institutional investors’ duties regarding ESG in their investment decision-making processes;

increasing disclosure requirements in the financial services sector around ESG and increasing the transparency of companies on their ESG policies and related processes and management systems;

and introducing a ‘green supporting factor’ in the EU prudential rules for banks and insurance companies to incorporate climate risks into banks’ and insurance companies’ risk management policies.

The Taxonomy Regulation is a classification system that establishes a list of environmentally sustainable economic activities and sets out four overarching conditions that an economic activity has to meet in order to qualify as environmentally sustainable.

The Taxonomy Regulation, amongst other things, introduces mandatory disclosure and reporting requirements and supplements the framework set out in the SFDR, which requires certain disclosures at both firm and fund level.

The Taxonomy Regulation, amongst other things, introduces mandatory disclosure and reporting requirements and supplements the framework set out in the Sustainable Finance Disclosure Regulation (“SFDR”), which requires certain disclosures at both firm and fund level.

For Ares, this primarily impacts our AIFMs and the funds they manage by requiring certain firm-level website disclosures regarding how sustainability risks are integrated into our investment process, consideration of adverse impacts of investment decisions on sustainability factors and transparency of remuneration practices and inclusion of certain fund-level information in pre-contractual and periodic disclosures.

There is a risk that a significant reorientation in the market following the implementation of these regulations and further measures could be adverse to our funds’ portfolio companies if they are perceived to be less valuable as a consequence of, among other things, their carbon footprint or allegations or evidence of “greenwashing” (i.e., the holding out of a product as having green or sustainable characteristics where this is not, in fact, the case).

There is also a risk that market expectations in relation to SFDR categorization of financial products could adversely affect our ability to raise capital from EEA investors.

In September 2023, the European Commission announced a consultation on refinement versus a wholesale re-write of product categorization criteria under SFDR and in May 2024, the European Commission published a summary of the consultation but there are currently no formal proposals for legislative change.

There is also a risk that market expectations in relation to SFDR categorization of financial products could adversely affect our ability to raise capital, especially from EEA investors.

In November 2025, the European Commission published a

draft legislative proposal to revise SFDR to introduce, among others, new categories for sustainability-related financial products with related criteria that require to be met for each category.

Ares cannot guarantee that its current approach will meet future regulatory requirements, reporting frameworks or best practices, increasing the risk of related enforcement.

Compliance with new requirements may lead to increased management burdens and costs.

Guidance from EU policymakers and supervisors moves the goalposts frequently, for example, the finalized ESMA Guidelines on Fund Names (the “Guidelines”), which took effect on November 21, 2024 for new funds and May 21, 2025 for funds launched before November 21, 2024.

Guidance from EU policymakers and supervisors moves the goalposts frequently.

It is not possible at this stage to fully assess how our business will be affected by EU sustainable finance and corporate sustainability reporting initiatives.

Such guidelines may require changes to either the names of certain Ares funds or changes to their portfolio composition.

Such regulations and regulatory initiatives may require changes to either the names of certain Ares funds, their approach to ESG and related regulatory disclosures or changes to their portfolio composition.

We, our funds and their portfolio companies are subject to the risk that similar measures might be introduced in other jurisdictions in which we or they currently have investments or plan to invest in the future.

Additionally, compliance with any new laws or regulations (including recent heightened SEC scrutiny regarding advisor compliance with advisors’ own internal policies) increases our regulatory burden and could make

compliance more difficult and expensive, affect the manner in which we, our funds or their portfolio companies conduct our businesses and adversely affect our profitability.

Additionally, compliance with any new laws or regulations (including recent heightened SEC scrutiny regarding adviser compliance with advisers’ own internal policies) increases our regulatory burden and could make compliance more difficult and expensive, affect the manner in which we, our funds or their portfolio companies conduct our businesses and adversely affect our profitability.

Moreover, on January 5, 2023, the Corporate Sustainability Reporting Directive (“CSRD”) came into effect.

Broadly, CSRD amends and strengthens the rules introduced on sustainability reporting for companies, banks and insurance companies under the Non-Financial Reporting Directive (2014/95/EU) (“NFRD”).

CSRD requires a much broader range of companies to produce detailed and prescriptive reports on sustainability-related matters within their financial statements – including large EU companies (including EU subsidiaries of non-EU parent companies), EU and non-EU-companies (including small and medium sized enterprises) with listed securities on EU-regulated markets (except micro-undertakings) and non-EU companies with significant turnover and a legal presence on EU markets.

The reporting requirements started being phased in from 2024, with the first reports including audited information on sustainability-related matters expected to be published in 2025 to cover the 2024 financial year.

For EU companies, disclosures must be made in accordance with European Sustainability Reporting Standards, the first set of which were published in the Official Journal on December 22, 2023 under the form of a delegated regulation.

Sector-specific, non-EU company and small and medium enterprise reporting standards are still being developed.

CSRD remains subject to change and there can be no assurance that adverse developments with respect to CSRD will not adversely affect Ares or assets held by Ares managed funds that are held in certain countries or the returns from these assets.

CSRD requires companies to produce detailed and prescriptive reports on sustainability-related matters within their financial statements.

CSRD is a novel regime and applicable scoping thresholds, the date of application and the substance of reporting requirements have been subject to a regulatory amendment process and are expected to be subject to further processes to refine the relevant requirements, including subsequent rule making and regulatory clarifications.

There can be no assurance that developments with respect to CSRD will not adversely affect Ares or assets held by Ares managed funds that are held in certain countries or the returns from these assets.

One or more of our businesses may fall within scope of CSRD and this may lead to increased management burdens and costs.

In the U.K., the FCA has introduced a regulatory framework focused on implementing the recommendations of the Financial Stability Board’s TCFD and, in particular, by introducing mandatory TCFD-aligned disclosure requirements for certain FCA authorized firms.

Pursuant to these rules AML and AMUKL will have to disclose certain climate-related financial information in line with the four overarching pillars of the TCFD recommendations (Governance, Strategy, Risk Management, Metrics & Targets) annually on a mandatory basis.

Collating the relevant data and preparing the relevant report under these new rules could impose additional compliance and administrative burden which could in turn increase costs.

Sustainability Labelling and Disclosure of Sustainability-Related Financial Information Instrument 2023 (“SDR”) introduces sustainability disclosure requirements, investment product labels and an ‘anti-greenwashing’ rule.

The anti-greenwashing rule applies to all U.K.-authorized firms in their communications with clients in the U.K.

in relation to a product or service or when communicating or approving a financial promotion to a person in the U.K.

The FCA has consulted in early 2024 on alternative approaches to applying the labelling regime to portfolio managers and continues to work with His Majesty’s Treasury to consider its approach in respect of overseas funds.

If these rules become applicable to our funds or products, then additional regulatory costs may be incurred and they may also have an impact on our ability to deliver on our fund’s investment strategies and financial returns could be adversely impacted as a result.

In Asia, regulators in Singapore and Hong Kong have released guidelines for asset managers to integrate climate risk considerations in investment and risk management processes, together with enhanced disclosure and reporting and have also issued enhanced rules for certain ESG funds on general ESG risk management and disclosure.

Australia’s securities regulator issued information on “greenwashing”, and the Australian government is seeking input on the design and implementation of a climate-related financial disclosure regime.

There is also regulatory interest across jurisdictions in improving transparency regarding the definition, measurement and disclosure of ESG factors in order to allow investors to validate and better understand sustainability claims.

For example, the SEC sometimes reviews compliance with ESG commitments in examinations, and it has taken enforcement actions against registered investment advisers for not establishing adequate or consistently implementing ESG policies and procedures to meet ESG commitments to investors.

Growing interest on the part of investors and regulators in ESG factors and increased demand for, and scrutiny of, ESG-related disclosure by asset managers, have also increased the risk that asset managers could be perceived as, or accused of, making inaccurate or misleading statements regarding the ESG-related investment strategies or their and their funds’ ESG efforts or initiatives, or “greenwashing.” Such perception or accusation could damage our reputation, result in litigation or regulatory actions and adversely impact our ability to raise capital.

In March 2024, the SEC adopted final rules intended to enhance and standardize climate-related disclosures;

however these rules are stayed pending the outcome of consolidated legal challenges in the Eighth Circuit Court of Appeals.

At the state level, in October 2023, California enacted legislation that will ultimately require certain companies that do business in California to publicly disclose their Scopes 1, 2, and 3 greenhouse gas emissions, with third party assurance of such data, and issue public reports on their climate-related financial risk and related mitigation measures.

personnel, systems and resources, affect the manner in which we or our funds’ portfolio companies conduct our businesses and adversely affect our profitability.

Pursuant to these rules, AML and AMUKL have to disclose certain climate-related financial information in line with the four overarching pillars of the TCFD recommendations (Governance, Strategy, Risk Management, Metrics & Targets) annually on a mandatory basis, and have done so since 2024.

Sustainability Labelling and Disclosure of Sustainability-Related Financial Information Instrument 2023 (“SDR”) introduces, among others, an ‘anti-greenwashing’ rule which applies to all U.K.-authorized firms in their communications with clients in the U.K.

in relation to a product or service or when communicating or approving a financial promotion to a person in the U.K., which includes applicable Ares entities.

Compliance with the anti-greenwashing rule may result in management burdens and additional regulatory costs.

In Asia, regulators in Singapore, Japan and Hong Kong have released guidelines for asset managers to integrate climate risk considerations in investment and risk management processes, together with enhanced disclosure and reporting and have also issued enhanced rules for certain ESG funds on general ESG risk management and disclosure.

Australia’s securities regulator confirmed that “greenwashing” has been an enforcement priority in recent years and issued information on its surveillance activities in respect of “greenwashing” in 2024.

In 2025, Australia’s climate-related financial disclosure regime under the Corporations Act 2001 (Cth) came into effect, with reporting requirements applying to the largest entities first and being phased in over time to capture a broader group of entities.

In response to these regulations, we may be required to provide additional disclosure to investors in our funds with respect to ESG matters, which may expose us to increased disclosure risks, for example due to a lack of available or credible data, and the potential for conflicting disclosures may also expose us to an increased risk of misstatement litigation or miss-selling allegations.

Compliance with any new laws or regulations increases our regulatory burden and could result in increased legal, accounting and financial compliance costs, make some activities more difficult, time-consuming and costly, place strain on our personnel, systems and resources, affect the manner in which we or our funds’ portfolio companies conduct our businesses and adversely affect our profitability because of the need to collect certain information to meet the disclosure requirements.

In addition, where there are uncertainties regarding the operation of the framework, the lack of official guidance, conflicting or inconsistent regulatory guidance, a lack of established market practice and/or data gaps, funds and/or fund managers may be required to engage third party advisers and/or service providers to fulfill the requirements, thereby exacerbating any increase in compliance burden and costs.

Economic sanction laws in the U.S.

16 unchanged sentences

In addition, any sanctions imposed by the U.S.

and other countries in connection with hostilities between Russia and Ukraine and more recently between Israel and Hamas may impact us, our funds and their portfolio companies.

The U.K.’s exit from the EU (“Brexit”) could adversely affect our business and our operations

Following the U.K.'s exit from the EU on January 31, 2020 and a transitional period, EEA “passporting rights” which previously facilitated certain EEA investor-facing activities by AML and AMUKL, are no longer available.

and other countries in connection with hostilities between Russia and Ukraine and between Israel and Hamas may impact us, our funds and their portfolio companies.

The U.K.’s divergence from the EU (“Brexit”) could adversely affect our business and our operations.

Following the U.K.’s divergence from the EU on January 31, 2020 and a transitional period, EEA “passporting rights” which previously facilitated certain EEA investor-facing activities by AML and AMUKL, are no longer available.

AM Lux and its EU branches were established to enable Ares to continue certain regulated activities in the EU post Brexit, such as the management and marketing of funds (including funds managed by affiliates of AM Lux) to European investors.

The Trade and Cooperation Agreement (the “TCA”) governs certain matters between the U.K.

While the TCA includes a commitment by the U.K.

and the EU to keep their markets open for persons wishing to provide financial services through a permanent establishment, it does not substantively address future cooperation in the financial services sector or reciprocal market access into the EU by U.K.

The TCA remains the principal framework governing relations between the U.K.

and the EU but it does not substantively address financial services, including reciprocal market access into the EU by U.K.

firms, under equivalence arrangements or otherwise.

is currently reviewing its financial services and markets regime.

To the extent that the revised U.K.

regime materially diverges from the EU regime, compliance with two diverging regulatory regimes may increase the operational burden and cost to our operations in these jurisdictions.

Progress on a comprehensive regulatory cooperation agreement has been limited, and U.K.-based financial firms face ongoing uncertainty over access to EU markets, pending any further developments in the equivalence regime or bilateral arrangements.

continues to review its financial services and markets regime, introducing measures via initiatives such as the Edinburgh Reforms to diverge from aspects of the EU regime.

To the extent such measures result in a material divergence between the U.K.

and EU regulatory regime continues, compliance with two diverging regulatory regimes may increase the operational burden and cost to our operations in these jurisdictions.

These complex issues and other by-products of Brexit may increase the costs of having operations, conducting business and making investments in the U.K.

2 unchanged sentences

In addition, Brexit could potentially disrupt the tax jurisdictions in which we operate and affect the tax benefits or liabilities in these or other jurisdictions in a manner that is adverse to us and/or our funds.

We are subject to risks in using prime brokers, custodians, counterparties, administrators and other agents.

We are subject to risks of errors and mistakes made by these third parties, which may be attributed to us and subject us or our fund investors to reputational

damage, penalties or losses.

We may be unsuccessful in seeking reimbursement or indemnification from these third-party service providers.

The terms of the contracts with these third-party service providers are often customized and complex, and many of these arrangements occur in markets or relate to products that are not subject to regulatory oversight, although the Dodd-Frank Act provides for regulation of the derivatives market.

Our funds are subject to the risk that the counterparty to one or more of these contracts defaults, either voluntarily or involuntarily, on its performance under the contract.

Any such default may occur suddenly and without notice to us.

This inability could occur in times of market stress, which is when defaults are most likely to occur.

Default risk may arise from events or circumstances that are difficult to detect, foresee or evaluate.

In addition, concerns about, or a default by, one large participant could lead to significant liquidity problems for other participants, which may in turn expose us to significant losses.

For example, most of our funds have credit lines.

If the lender under one or more of those credit lines were to become insolvent, we may have difficulty replacing the credit line and one or more of our funds may face liquidity problems.

As a result, these funds could incur material losses and the resulting market impact of a major counterparty default could harm our businesses, results of operation and financial condition.

The counterparty risks that we face have increased in complexity and magnitude as a result of disruption in the financial markets in recent years.

In addition, counterparties have generally reacted to recent market volatility by tightening their underwriting standards and increasing their margin requirements for all categories of financing, which has the result of decreasing the overall amount of leverage available and increasing the costs of borrowing.

In addition, the investment returns of most of our funds are volatile.

The timing and amount of carried interest and incentive fees generated by our funds is uncertain and contributes to the volatility of our results.

Even if an investment proves to be profitable, it may be several years before any profits can be realized in cash or other proceeds.

We cannot predict when, or if, any realization of investments will occur.

If we were to have a

realization event in a particular quarter or year, it may have a significant impact on our results for that particular quarter or year that may not be replicated in subsequent periods.

With respect to our funds that generate carried interest, the timing and receipt of such carried interest varies with the life cycle of our funds.

With respect to our funds that pay an incentive fee, the incentive fee is generally paid annually.

In many cases, we earn this incentive fee only if the net asset value of a fund has increased or, in the case of certain funds, increased beyond a particular threshold.

If the fund were to experience losses, we would not be able to earn an incentive fee from such fund until it surpassed the previous high water mark.

The incentive fees we earn are, therefore, dependent on the net asset value of our fund investments, which could lead to significant volatility in our results.

Finally, the timing and amount of incentive fees generated by our closed-end funds are uncertain and will contribute to the volatility of our earnings.

Incentive fees depend on our closed-end funds’ investment performance and opportunities for realizing gains, which may be limited.

The lack of guidance may affect the expectations of public market analysts and could cause increased volatility in the price of shares of our Class A common stock.

Fraud and other deceptive practices or other misconduct at our funds’ portfolio companies, properties or projects could similarly subject us to liability and reputational damage and also harm our businesses.

Failure to comply with regulations related to financial crimes, fraud and other deceptive practices or other misconduct at our funds’ portfolio companies, properties or projects could subject us to liability and reputational damage and also harm our businesses.

In recent years, the U.S.

5 unchanged sentences

Under the U.K.

Bribery Act, companies may be held liable for failing to prevent their employees and associated persons from violating the Act.

While we have developed and implemented policies and procedures designed to ensure strict compliance by us and our personnel with the FCPA and U.K.

Bribery Act, such policies and procedures may not be effective in all instances to prevent violations.

Bribery Act, companies

may be held liable for failing to prevent their employees and associated persons from violating the Act.

On September 1, 2025, the U.K.

also introduced, under the ECCTA, a new failure to prevent fraud offence which will hold certain large companies criminally liable for fraud committed by the employees or associated persons.

While we have developed and implemented policies and procedures designed to ensure strict compliance by us and our personnel with the FCPA, the U.K.

Bribery Act and ECCTA, these policies and procedures may not be effective in all instances to prevent violations.

Any determination that we have violated the FCPA, the U.K.

Bribery Act or other applicable anti-corruption laws could subject us to, among other things, civil and criminal penalties, material fines, profit disgorgement, injunctions on future conduct, securities litigation and a general loss of investor confidence, any one of which could adversely affect our business prospects, financial position or the market value of shares of our Class A common stock.

Bribery Act and ECCTA or other applicable anti-corruption and fraud laws could subject us to, among other things, civil and criminal penalties, material fines, profit disgorgement, injunctions on future conduct, securities litigation and a general loss of investor confidence, any one of which could adversely affect our business prospects, financial position or the market value of shares of our Class A common stock.

In addition, we could be adversely affected as a result of actual or alleged misconduct by personnel of portfolio companies, properties or projects in which our funds invest, if there are failures to comply with regulations or other legal and regulatory requirements that could expose us to litigation or regulatory action and otherwise adversely affect our businesses and reputation.

4 unchanged sentences

Misconduct may be especially difficult to detect in such locations, and compliance with applicable laws may be difficult to maintain and monitor.

Our use of leverage to finance our businesses exposes us to substantial risks.

As of December 31, 2024, we had no borrowings outstanding under our credit facility (the “Credit Facility”), and aggregate principal amount of senior notes and subordinated notes of $2,150.0 million and $450.0 million, respectively, are outstanding.

We may choose to finance our businesses operations through further borrowings under the Credit Facility or by issuing additional debt.

Our existing and future indebtedness exposes us to the typical risks associated with the use of leverage,

including the same risks that are applicable to our funds that use leverage as discussed below under “—Risks Related to Our Funds—Dependence on significant leverage by our funds subjects us to volatility and contractions in the debt financing markets could adversely affect our ability to achieve attractive rates of return on those investments.” The occurrence or continuation of any of these events or trends could cause us to suffer a decline in the credit ratings assigned to our debt by rating agencies, which would cause the interest rate applicable to borrowings under the Credit Facility to increase and could result in other material adverse effects on our businesses.

We depend on financial institutions extending credit to us on terms that are reasonable to us.

Furthermore, the Credit Facility and the indenture governing our senior notes contain certain covenants with which we need to comply.

In addition, if we incur additional debt, our credit rating could be adversely impacted.

Borrowings under the Credit Facility will mature in March 2029, our tranches of senior notes mature in November 2028, June 2030, February 2052 and October 2054, respectively, and our subordinated notes mature in June 2051.