Item 3.02 Unregistered Sale of Equity Securities.
In its monthly closing for April 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") and Class S Common Shares ("Class S Shares") for an aggregate purchase price of $305.2 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 March 2026, which is generally expected to be available within 20 business days after April 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 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 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 March 31, 2026, the Fund had 119,118,454 Class I Shares, 16,661 Class D Shares and 6,486,791 Class S Shares outstanding and no Class N Common Shares outstanding.
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