Ares Core Infrastructure Fund

8-K · aci-20260605.htm iXBRL

0002031750 2026-06-05 2026-06-05

 UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 ______________________________________________________
  
 FORM  8-K
   CURRENT REPORT
 Pursuant to Section 13 or 15(d) of the
 Securities Exchange Act of 1934
  
 Date of report (Date of earliest event reported):  June 5, 2026
  
 ARES CORE INFRASTRUCTURE FUND
 (Exact Name of Registrant as Specified in Charter)
  
 Delaware   000-56695   99-6541890
 (State or Other Jurisdiction
 of Incorporation)
   (Commission
 File Number)
   (IRS Employer
 Identification No.)

 245 Park Avenue , 44th Floor , New York , NY 10167
 (Address of principal executive office) (Zip Code)
 (212)   750-7300
 (Registrant’s telephone number, including area code)
 N/A
 (Former name, former address and former fiscal year, if changed since last report)

 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
  
 ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 Securities registered pursuant to Section 12(b) of the Act:
 Title of each class Trading Symbol(s) Name of each exchange on which registered
 N/A N/A N/A

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 Emerging growth company  ☒

 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

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 Item 3.02 Unregistered Sale of Equity Securities.
  
 In its monthly closing for June 2026, Ares Core Infrastructure Fund (the “Fund”) has agreed to sell common shares of beneficial interest ("Common Shares"), including Class I Common Shares (“Class I Shares”), Class D Common Shares (“Class D Shares”), Class N Common Shares (“Class N Shares”) and Class S Common Shares (“Class S Shares”) for an aggregate purchase price of $845.2 million. The purchase price per Common Share will equal the Fund’s net asset value (“NAV”) per Common Share of such class as of the last calendar day of May 2026, which is generally expected to be available within 20 business days after June 1, 2026.

 No underwriting discounts or commissions have been or will be paid in connection with the sale of such Common Shares. Although the Fund does not charge investors an upfront sales load (an “Upfront Sales Load”) with respect to its Common Shares, if Class D Shares, Class N Shares or Class S Shares are purchased through certain selling agents, shareholders may be charged an Upfront Sales Load or transaction or other fees, including brokerage commissions, in such amount as such selling agents may determine, provided that such charges are subject to a 2.0% cap on NAV for Class D Shares, a 2.0% cap on NAV for Class N Shares and a 3.5% cap on NAV for Class S Shares. No Upfront Sales Loads may be charged on Class I Shares. The issuance of the Common Shares is exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof, by Rule 506(b) of Regulation D promulgated thereunder and/or Regulation S promulgated thereunder.

 Item 8.01 Other Events.
  
 As of May 31, 2026, the Fund had 140,624,908 Class I Shares, 1,226,744 Class D Shares, 15,457,039 Class N Shares and 10,315,993 Class S Shares outstanding.

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 SIGNATURE
  
 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
  
       ARES CORE INFRASTRUCTURE FUND
      
 Dated: June 5, 2026      
        
     By: /s/ Christina Oh
     Name: Christina Oh
     Title: Chief Financial Officer and Treasurer

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