Supplemental Prospectus – Form 424B5

  Filed Pursuant to Rule 424(b)(5)
  Registration No. 333-270053​

SUBJECT TO COMPLETION, DATED OCTOBER 8, 2024

Preliminary Prospectus Supplement
(To Prospectus dated February 27, 2023)

27,000,000 Shares of

    % Series B Mandatory Convertible Preferred Stock

​

We are offering 27,000,000 shares of our    % Series B Mandatory Convertible Preferred Stock (our "mandatory convertible preferred stock"). In addition, we have granted the underwriters an option, which is exercisable within 30 days after the date of this prospectus supplement, to purchase up to an additional 3,000,000 shares of mandatory convertible preferred stock solely to cover over-allotments.

DIVIDENDS

The mandatory convertible preferred stock will accumulate cumulative dividends at a rate per annum equal to    % on the liquidation preference thereof, which is $50.00 per share of mandatory convertible preferred stock. Dividends on the mandatory convertible preferred stock will be payable when, as and if declared by our board of directors, out of funds legally available for their payment to the extent paid in cash, quarterly in arrears on January 1, April 1, July 1 and October 1 of each year, beginning on January 1, 2025 and ending on, and including, October 1, 2027. Declared dividends on the mandatory convertible preferred stock will be payable, at our election, in cash, shares of our Class A common stock or a combination of cash and shares of our Class A common stock, in the manner, and subject to the provisions, described in this prospectus supplement.

MANDATORY CONVERSION

Unless previously converted or redeemed, each share of mandatory convertible preferred stock will automatically convert, for settlement on the mandatory conversion settlement date, which is scheduled to occur on October 1, 2027, into between        and        shares of our Class A common stock (the "minimum conversion rate" and the "maximum conversion rate," respectively). Each of the minimum conversion rate and the maximum conversion rate is subject to adjustment as described in this prospectus supplement.

The conversion rate that will apply to mandatory conversions will be determined based on the average of the "daily VWAPs" ​(as defined in this prospectus supplement) over the 20 consecutive "VWAP trading days" ​(as defined in this prospectus supplement) beginning on, and including, the 21st "scheduled trading day" ​(as defined in this prospectus supplement) immediately before October 1, 2027. The conversion rate applicable to mandatory conversions may in certain circumstances be increased to compensate preferred stockholders for certain unpaid accumulated dividends.

EARLY CONVERSION

Holders of our mandatory convertible preferred stock will have the right to convert all or any portion of their shares of mandatory convertible preferred stock into shares of our Class A common stock at any time until the close of business on the mandatory conversion date. Early conversions that are not in connection with a "make-whole fundamental change" ​(as defined in this prospectus supplement) will be settled at the minimum conversion rate. In addition, the conversion rate applicable to such an early conversion may in certain circumstances be increased to compensate holders of our mandatory convertible preferred stock for certain unpaid accumulated dividends.

If a make-whole fundamental change occurs, then preferred stockholders will, in certain circumstances, be entitled to convert their mandatory convertible preferred stock at an increased conversion rate for a specified period of time and receive an amount to compensate them for certain unpaid accumulated dividends and any remaining future scheduled dividend payments.

OPTIONAL REDEMPTION UPON ACQUISITION NON-OCCURRENCE EVENT

If an "acquisition non-occurrence event" ​(as defined in this prospectus supplement) occurs, then we will have the right to redeem all, but not less than all, of the mandatory convertible preferred stock at the redemption price described in this prospectus supplement.

LISTING; CLASS A COMMON STOCK

No public market currently exists for the mandatory convertible preferred stock. We intend to apply to list the mandatory convertible preferred stock on The New York Stock Exchange under the symbol "ARES.PRB." If the listing is approved, we expect trading to commence within 30 days after the date the mandatory convertible preferred stock is first issued. Our Class A common stock is listed on The New York Stock Exchange under the symbol "ARES." On October 7, 2024, the last reported sale price of our Class A common stock was $160.56 per share.

​

(1)

For additional information about underwriting compensation, see "Underwriting."

​

Investing in our mandatory convertible preferred stock involves risks that are described in the "Risk Factors" sections in this prospectus supplement and in the accompanying prospectus, the "Risk Factors" section in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and in the other documents filed by us with the Securities and Exchange Commission (the "SEC") that are incorporated by reference herein and in the accompanying prospectus.

Neither the Securities and Exchange Commission nor any state or foreign securities commission or regulatory authority has approved or disapproved of the mandatory convertible preferred stock or the shares of our Class A common stock issuable in respect thereof or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the mandatory convertible preferred stock in book-entry form through the facilities of The Depository Trust Company on or about            , 2024.

​

Joint Book-Running Managers

Morgan StanleyCitigroup

The date of this prospectus supplement is           , 2024

TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

PROSPECTUS

This prospectus supplement, the accompanying prospectus and the information incorporated or deemed incorporated herein have been prepared using a number of stylistic conventions, which you should consider when reading the information herein or therein. Unless otherwise expressly stated or the context otherwise requires, references in this prospectus supplement to:

•

"2024 Proxy Statement" refers to our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 19, 2024;

​

•

"After-tax RI" is RI less the current income tax provision. For this purpose, the current income tax provision represents the sum of (i) taxes paid or payable as reflected in the our GAAP financial statements for the period and (ii) amounts payable under the Tax Receivable Agreement for which a tax benefit was included in the current period provision. The current income tax provision reflects the tax benefits associated with deductions available to us on certain expense items that have been excluded from the underlying calculation of RI, such as equity-based compensation deductions. If tax deductions related to the vesting of restricted units and exercise of stock options were excluded, the resulting current income tax provision and the implied tax rate would be higher, which would reduce After-tax RI. The assumptions applied in calculating our current income tax provision as presented under GAAP and in determining After-tax RI are consistent. Management believes that utilizing the current income tax provision, calculated as described above, in determining After-tax RI is meaningful because it increases comparability between periods and more accurately reflects amounts that are available for distribution to stockholders;

​

•

"Annual Report" refers to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 27, 2024;

​

•

"ARCC" refers to Ares Capital Corporation;

​

•

"Ares Operating Group" refer to Ares Holdings L.P. ("Ares Holdings");

​

•

"Ares Operating Group entities" or an "AOG Entity" refers to, collectively, Ares Holdings and any future entity designated by our board of directors in its sole discretion as an Ares Operating Group entity;

​

•

"Ares Operating Group Unit" or an "AOG Unit" refers to, collectively, a partnership unit in the Ares Operating Group entities, including Ares Holdings and any future entity designated by our board of directors in its sole discretion as an Ares Operating Group entity;

​

•

"assets under management" or "AUM" generally refers to the assets we manage. For our funds other than collateralized loan obligations ("CLOs"), our AUM represents the sum of the net asset value ("NAV") of such funds, the drawn and undrawn debt (at the fund-level including amounts subject to restrictions) and uncalled committed capital (including commitments to funds that have yet to commence their investment periods). NAV refers to the fair value of the assets of a fund less the fair value of the liabilities of the fund. For the CLOs we manage, our AUM is equal to initial principal of collateral adjusted for paydowns. AUM also includes the proceeds raised in the initial public offerings of special purpose acquisition companies ("SPACs") sponsored by us, less any redemptions;

​

•

"CLOs" refers to "our funds" that are structured as collateralized loan obligations;

​

•

"Consolidated Funds" refers collectively to certain Ares funds, co-investment vehicles, CLOs and SPACs that are required under GAAP to be consolidated in our consolidated financial statements;

​

•

"Credit Facility" refers to the revolving credit facility of the Ares Operating Group;

​

•

"fee paying AUM" or "FPAUM" refers to the AUM from which we directly eamanagement fees. FPAUM is equal to the sum of all the individual fee bases of our funds that directly contribute to our management fees. For our funds other than CLOs, our FPAUM represents the amount of limited partner capital commitments for certain closed-end funds within the reinvestment period, the amount of limited partner invested capital for the aforementioned closed-end funds beyond the reinvestment period and the portfolio value, gross asset value or NAV. For the CLOs we manage, our FPAUM is equal to the gross amount of aggregate collateral balance, at par, adjusted for defaulted or discounted collateral;

​

•

"fee related earnings" or "FRE," a non-GAAP measure, is used to assess core operating performance by determining whether recurring revenue, primarily consisting of management fees and fee related performance revenues, is sufficient to cover operating expenses and to generate profits. FRE differs from income before taxes computed in accordance with GAAP as FRE excludes net performance income, investment income from our funds and adjusts for certain other items that we believe are not indicative of our core operating performance. Fee related performance revenues, together with fee related performance compensation, is presented within FRE because it represents incentive fees from perpetual capital vehicles that are measured and eligible to be received on a recurring basis and are not dependent on realization events from the underlying investments;

​

•

"fee related performance revenues" refers to incentive fees from perpetual capital vehicles that are: (i) measured and eligible to be received on a recurring basis; and (ii) not dependent on realization events from the underlying investments. Certain vehicles are subject to hold back provisions that limit the amounts paid in a particular year. Such hold back amounts may be paid in subsequent years, subject to their extended performance conditions;

​

•

"GAAP" refers to accounting principles generally accepted in the United States of America;

​

•

"Holdco Members" refers to Michael Arougheti, David Kaplan, Antony Ressler, Bennett Rosenthal, Ryan Berry and R. Kipp deVeer;

​

•

"management fees" refers to fees we eafor advisory services provided to our funds, which are generally based on a defined percentage of fair value of assets, total commitments, invested capital, net asset value, net investment income, total assets or par value of the investment portfolios managed by us. Management fees include Part I Fees, a quarterly fee based on the net investment income of certain funds;

​

•

"OMG" refers to our operations management group;

​

•

"our funds" refers to the funds, alternative asset companies, trusts, co-investment vehicles and other entities and accounts that are managed or co-managed by the Ares Operating Group, and which are structured to pay fees. It also includes funds managed by Ivy Hill Asset Management, L.P., a wholly owned portfolio company of ARCC and an SEC-registered investment adviser;

​

•

"Part I Fees" refers to a quarterly fee on the net investment income of ARCC, CION Ares Diversified Credit Fund ("CADC"), Ares Strategic Income Fund ("ASIF") and Ares European Strategic Income Fund ("AESIF"). Such fees are classified as management fees as they are predictable and recurring in nature, not subject to contingent repayment and generally cash-settled each quarter, unless subject to a payment deferral, CADC's investment adviser is a joint venture between affiliates of Ares and CION Investment Group, LLC and is controlled by Ares. CADC's investment sub adviser is a wholly owned subsidiary of Ares. CION Securities, LLC acts as the wholesale marketing agent and ALPS Distributions, Inc. acts as the distributor;

​

•

"performance income" refers to income we eabased on the performance of a fund that is generally based on certain specific hurdle rates as defined in the fund's investment management or partnership agreements and may be either incentive fees earned from funds with stated investment periods or carried interest;

​

•

"perpetual capital" refers to the AUM of: (i) our publicly-traded vehicles, including ARCC, Ares Commercial Real Estate Corporation (NYSE: ACRE) ("ACRE") and Ares Dynamic Credit Allocation Fund, Inc. (NYSE: ARDC) ("ARDC"); (ii) our non-traded vehicles, including ASIF, CADC and AESIF, our non-traded real estate investment trusts ("REITs") and Ares Private Markets Fund ("APMF"); (iii) Aspida Holdings Ltd. (together with its subsidiaries, "Aspida"); and (iv) certain other commingled funds and managed accounts that have an indefinite term, are not in liquidation, and for which there is no immediate requirement to retuinvested capital to investors upon the realization of investments. Perpetual Capital - Managed Accounts refers to managed accounts for single investors primarily in illiquid strategies that meet the perpetual capital criteria. Perpetual Capital -  Private Commingled Funds refers to commingled funds that meet the perpetual capital criteria, not including our publicly-traded vehicles or non-traded vehicles. Perpetual capital may be withdrawn by investors under certain conditions, including through an election to redeem an investor's fund

​

investment or to terminate the investment management agreement, which in certain cases may be terminated on 30 days' prior written notice. In addition, the investment management or advisory agreements of certain of our publicly-traded and non-traded vehicles have one year terms, which are subject to annual renewal by such vehicles;

•

"Permitted Jurisdiction" means the United States or any state thereof, Belgium, Bermuda, Canada, Cayman Islands, France, Germany, Gibraltar, Ireland, Italy, Luxembourg, the Netherlands, Switzerland, the United Kingdom or British Crown Dependencies, any other member country of the Organization for Economic Co-operation and Development, or any political subdivision of any of the foregoing;

​

•

"Q1 2024 Quarterly Report" refers to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, filed with the SEC on May 9, 2024;

​

•

"Q2 2024 Quarterly Report" refers to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, filed with the SEC on August 7, 2024 (together with the Q1 2024 Quarterly Report, the "Quarterly Reports");

​

•

"realized income" or "RI", a non-GAAP measure, is an operating metric used by management to evaluate performance of the business based on operating performance and the contribution of each of the business segments to that performance, while removing the fluctuations of unrealized income and losses, which may or may not be eventually realized at the levels presented and whose realizations depend more on future outcomes than current business operations. RI differs from income before taxes by excluding: (i) operating results of our Consolidated Funds; (ii) depreciation and amortization expense; (iii) the effects of changes arising from corporate actions; and (iv) unrealized gains and losses related to carried interest, incentive fees and investment performance; and adjusting for certain other items that we believe are not indicative of our operating performance. Changes arising from corporate actions include equity-based compensation expenses, the amortization of intangible assets, transaction costs associated with mergers, acquisitions and capital activities, underwriting costs and expenses incurred in connection with corporate reorganization. Placement fee adjustment represents the net portion of either expense deferral or amortization of upfront fees to placement agents that is presented to match the timing of expense recognition with the period over which management fees are expected to be earned from the associated fund for segment purposes but have been expensed in advance in accordance with GAAP. For periods in which the amortization of upfront fees for segment purposes is higher than the GAAP expense, the placement fee adjustment is presented as a reduction to RI;

​

•

"SEC" refers to the Securities and Exchange Commission;

​

•

"stockholders" refer to the holders of any shares of stock in Ares Management Corporation, whether common or preferred;

​

•

"Substantially All Merger" means a merger or consolidation of the Ares Operating Group with or into another Person (as defined in this prospectus supplement) that would, in one or a series of related transactions, result in the transfer or other disposition, directly or indirectly, of all or substantially all of the combined assets of the Ares Operating Group taken as a whole to different Person; and

​

•

"Substantially All Sale" means a sale, assignment, transfer, lease or conveyance, in one or a series of related transactions, directly or indirectly, of all or substantially all of the assets of the Ares Operating Group taken as a whole to a different Person.

​

When used in this prospectus supplement, references to "AMC," "we," "us," "our" and the "Company" are references to Ares Management Corporation and references to "Ares" are references to Ares Management Corporation and its consolidated subsidiaries, unless the context otherwise requires.

Many of the terms used in this prospectus supplement, including AUM, FPAUM, FRE and RI, may not be comparable to similarly titled measures used by other companies. In addition, our definitions of AUM and FPAUM are not based on any definition of AUM or FPAUM that is set forth in the agreements governing our funds and may differ from definitions of AUM or FPAUM set forth in other agreements to which we are a party or definitions used by the SEC or other regulatory bodies. Further, FRE and RI are not measures of performance calculated in accordance with GAAP. We use FRE and RI as measures of

operating performance, not as measures of liquidity. FRE and RI should not be considered in isolation or as substitutes for operating income, net income, operating cash flows, or other income or cash flow statement data prepared in accordance with GAAP. The use of FRE and RI without consideration of related GAAP measures is not adequate due to the adjustments described above. Our management compensates for these limitations by using FRE and RI as supplemental measures to our GAAP results. We present these measures to provide a more complete understanding of our performance as our management measures it. Amounts and percentages throughout this prospectus supplement may reflect rounding adjustments and consequently totals may not appear to sum.

We disclose certain financial measures in this prospectus supplement that are calculated and presented using methodologies other than in accordance with GAAP. We believe that providing these performance measures on a supplemental basis to our GAAP results is helpful to stockholders in assessing the overall performance of Ares' businesses. These financial measures should not be considered as a substitute for similar financial measures calculated in accordance with GAAP, if available. We caution readers that these non-GAAP financial measures may differ from the calculations of other investment managers, and as a result, may not be comparable to similar measures presented by other investment managers. Reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP, where applicable, can be found in our Annual Report or our Quarterly Reports, as applicable, each of which is incorporated by reference herein.

ABOUT THIS PROSPECTUS SUPPLEMENT

This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of this offering and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference into this prospectus supplement and the accompanying prospectus. The second part is the accompanying prospectus, dated February 27, 2023, which is part of our Registration Statement on Form S-3, describes more general information, some of which may not apply to this offering. Generally, when we refer to this prospectus, we are referring to both parts of this document combined. You should read both this prospectus supplement and the accompanying prospectus, together with additional information incorporated by reference and described under the heading "Where You Can Find More Information" in this prospectus supplement.

This prospectus supplement and the information incorporated by reference in this prospectus supplement may add, update or change information contained in the accompanying prospectus. If the description of the offering varies between this prospectus supplement and the accompanying prospectus, you should rely on the information in this prospectus supplement.

Any statement made in this prospectus supplement, the accompanying prospectus or in a document incorporated or deemed to be incorporated by reference in this prospectus supplement will be deemed to be modified or superseded for purposes of this prospectus supplement if a statement contained in this prospectus supplement or in any other subsequently filed document that is also incorporated or deemed to be incorporated by reference in this prospectus supplement modifies or supersedes that statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement. See "Where You Can Find More Information" in this prospectus supplement.

In making your investment decision, it is important for you to read and consider all information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus and any free writing prospectus relating to this offering prepared by us or on our behalf or to which we have referred you. You should also read and consider the information in the documents to which we have referred you in "Where You Can Find More Information" in the accompanying prospectus.

We are responsible for the information contained in this prospectus supplement, the accompanying prospectus, any related free writing prospectus issued by us and the documents incorporated or deemed incorporated by reference in this prospectus supplement and the accompanying prospectus. We and the underwriters have not authorized anyone to provide you with different information, and neither we nor the underwriters take responsibility for any other information that others may give you. This prospectus supplement may be used only where it is legal to sell the mandatory convertible preferred stock offered hereby. Neither we nor any of the underwriters is making an offer to sell or soliciting offers to buy these securities in any jurisdiction where, or to any person to whom, the offer or sale is not permitted. You should assume that the information in this prospectus supplement, the accompanying prospectus, any related free writing prospectus or any document incorporated or deemed incorporated herein by reference is accurate only as of the date on the front cover of those respective documents. Our business, financial condition, results of operations and prospects may have changed since those respective dates.

For investors outside the United States: neither we nor any of the underwriters has done anything that would permit this offering or possession or distribution of this prospectus supplement, the accompanying prospectus or any free writing prospectus we may provide to you in connection with this offering in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus supplement, the accompanying prospectus and any such free writing prospectus outside of the United States.

Any defined term used in this prospectus supplement and not defined herein shall have the meaning attributed to such term in our Annual Report and our Quarterly Reports, as applicable.

MARKET AND INDUSTRY DATA AND FORECASTS

This prospectus supplement and accompanying prospectus, including information contained or incorporated by reference herein, includes market and industry data and forecasts from independent consultant reports, publicly available information, various industry publications, other published industry sources and our internal data, estimates and forecasts. Independent consultant reports, industry publications and other published industry sources generally indicate that the information contained therein was obtained from sources believed to be reliable.

Our internal data, estimates and forecasts are based upon information obtained from our investors, partners, trade and business organizations and other contacts in the markets in which we operate and our management's understanding of industry conditions. While we are not aware of any misstatements regarding any market, industry or similar data presented herein, such data involves risks and uncertainties and is subject to change based on various factors, including those discussed under the section titled "Risk Factors" in this prospectus supplement and accompanying prospectus and the documents incorporated by reference herein and therein.

​

​

​

​

​

​

​

​

Japan

​

​

Europe

​

​

U.S.

​

​

Other(1)

​

AUM(2)

​

​

$19 billion

​

​

$14 billion

​

​

$5 billion

​

​

$6 billion

​

FPAUM

​

​

$12 billion

​

​

$11 billion

​

​

$4 billion

​

​

$5 billion

​

Strategies(3)

​

​

Industrial Development; Industrial Income; Data Center

​

​

Industrial Development; Industrial Income; Data Center

​

​

Industrial Value- Add; Self Storage Value-Add; Data Center

​

​

Industrial Development; Industrial Income; Data Center

​

​

​

​

AUM(1)

​

​

Investment Professionals(2)

​

​

Offices(3)

​

Americas

​

Ares

​

​

$342 billion

​

​

​

​

~710

​

​

​

​

​

20

​

​

GCP International

​

​

$8 billion

​

​

​

​

~45

​

​

​

​

​

7

​

​

Combined

​

​

$350 billion

​

​

​

​

~755

​

​

​

​

​

21

​

​

Europe & Middle East

​

Ares

​

​

$89 billion

​

​

​

​

~195

​

​

​

​

​

8

​

​

GCP International

​

​

$14 billion

​

​

​

​

~65

​

​

​

​

​

16

​

​

Combined

​

​

$103 billion

​

​

​

​

~260

​

​

​

​

​

18

​

​

Asia Pacific

​

Ares

​

​

$15 billion

​

​

​

​

~120

​

​

​

​

​

10

​

​

GCP International

​

​

$20 billion

​

​

​

​

~95

​

​

​

​

​

6

​

​

Combined

​

​

$36 billion

​

​

​

​

~215

​

​

​

​

​

13

​

​

​

​

​

​

As of June 30,

​

​

As of December 31,

​

$ in thousands

​

​

2024

​

​

2023

​

​

2023

​

​

2022

​

​

2021

​

Statements of financial condition data

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Total assets

​

​

​

$

24,192,557

​

​

​

​

$

23,118,806

​

​

​

​

$

24,730,500

​

​

​

​

$

22,002,839

​

​

​

​

$

21,605,164

​

​

Debt obligations

​

​

​

​

2,566,887

​

​

​

​

​

2,299,731

​

​

​

​

​

2,965,480

​

​

​

​

​

2,273,854

​

​

​

​

​

1,503,709

​

​

CLO loan obligations of Consolidated Funds

​

​

​

​

11,491,761

​

​

​

​

​

11,460,999

​

​

​

​

​

12,345,657

​

​

​

​

​

10,701,720

​

​

​

​

​

10,657,661

​

​

Consolidated Funds' borrowings

​

​

​

​

137,241

​

​

​

​

​

65,050

​

​

​

​

​

125,241

​

​

​

​

​

168,046

​

​

​

​

​

127,771

​

​

Total liabilities

​

​

​

​

18,435,543

​

​

​

​

​

18,103,070

​

​

​

​

​

19,709,151

​

​

​

​

​

17,097,810

​

​

​

​

​

16,694,730

​

​

Redeemable interest in Consolidated Funds

​

​

​

​

536,746

​

​

​

​

​

1,000,749

​

​

​

​

​

522,938

​

​

​

​

​

1,013,282

​

​

​

​

​

1,000,000

​

​

Redeemable interest in Ares Operating Group entities

​

​

​

​

23,178

​

​

​

​

​

22,517

​

​

​

​

​

24,098

​

​

​

​

​

93,129

​

​

​

​

​

96,008

​

​

Non-controlling interest in Consolidated Funds

​

​

​

​

1,905,921

​

​

​

​

​

971,309

​

​

​

​

​

1,258,445

​

​

​

​

​

1,074,356

​

​

​

​

​

591,452

​

​

Non-controlling interest in Ares Operating Group entities

​

​

​

​

1,289,401

​

​

​

​

​

1,271,157

​

​

​

​

​

1,322,469

​

​

​

​

​

1,135,023

​

​

​

​

​

1,397,747

​

​

Total stockholders' equity

​

​

​

​

2,001,768

​

​

​

​

​

1,750,004

​

​

​

​

​

1,893,399

​

​

​

​

​

1,589,239

​

​

​

​

​

1,825,227

​

​

Total equity

​

​

​

​

5,197,090

​

​

​

​

​

3,992,470

​

​

​

​

​

4,474,313

​

​

​

​

​

3,798,618

​

​

​

​

​

3,814,426

​

​

​

​

​

Six Months Ended June 30,

​

​

Year Ended December 31,

​

$ in thousands, except share data

​

​

2024

​

​

2023

​

​

2023

​

​

2022

​

​

2021

​

​

2020

​

​

2019

​

Statements of operation data

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Revenues

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Management fees

​

​

​

$

1,409,373

​

​

​

​

​

1,215,787

​

​

​

​

$

2,551,150

​

​

​

​

$

2,136,433

​

​

​

​

$

1,611,047

​

​

​

​

$

1,150,608

​

​

​

​

$

979,417

​

​

Carried interest allocation

​

​

​

​

(83,645)

​

​

​

​

​

569,954

​

​

​

​

​

618,579

​

​

​

​

​

458,012

​

​

​

​

​

2,073,551

​

​

​

​

​

505,608

​

​

​

​

​

621,872

​

​

Incentive fees

​

​

​

​

56,401

​

​

​

​

​

16,873

​

​

​

​

​

276,627

​

​

​

​

​

301,187

​

​

​

​

​

332,876

​

​

​

​

​

37,902

​

​

​

​

​

69,197

​

​

Principal investment income

​

​

​

​

36,511

​

​

​

​

​

29,646

​

​

​

​

​

36,516

​

​

​

​

​

12,279

​

​

​

​

​

99,433

​

​

​

​

​

28,552

​

​

​

​

​

56,555

​

​

Administrative, transaction and other fees

​

​

​

​

77,405

​

​

​

​

​

74,388

​

​

​

​

​

149,012

​

​

​

​

​

147,532

​

​

​

​

​

95,184

​

​

​

​

​

41,376

​

​

​

​

​

38,397

​

​

Total revenues

​

​

​

​

1,496,045

​

​

​

​

​

1,906,648

​

​

​

​

​

3,631,884

​

​

​

​

​

3,055,443

​

​

​

​

​

4,212,091

​

​

​

​

​

1,764,046

​

​

​

​

​

1,765,438

​

​

Expenses

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Compensation and benefits

​

​

​

​

832,809

​

​

​

​

​

728,331

​

​

​

​

​

1,486,698

​

​

​

​

​

1,498,590

​

​

​

​

​

1,162,633

​

​

​

​

​

767,252

​

​

​

​

​

653,352

​

​

Performance related compensation

​

​

​

​

(79,517)

​

​

​

​

​

427,438

​

​

​

​

​

607,522

​

​

​

​

​

518,829

​

​

​

​

​

1,740,786

​

​

​

​

​

404,116

​

​

​

​

​

497,181

​

​

General, administrative and other expenses

​

​

​

​

340,360

​

​

​

​

​

289,498

​

​

​

​

​

660,146

​

​

​

​

​

695,256

​

​

​

​

​

444,178

​

​

​

​

​

258,999

​

​

​

​

​

270,219

​

​

Expenses of Consolidated Funds

​

​

​

​

9,385

​

​

​

​

​

21,107

​

​

​

​

​

43,492

​

​

​

​

​

36,410

​

​

​

​

​

62,486

​

​

​

​

​

20,119

​

​

​

​

​

42,045

​

​

Total expenses

​

​

​

​

1,103,037

​

​

​

​

​

1,466,374

​

​

​

​

​

2,797,858

​

​

​

​

​

2,749,085

​

​

​

​

​

3,410,083

​

​

​

​

​

1,450,486

​

​

​

​

​

1,462,797

​

​

Other income (expense)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net realized and unrealized gains (losses) on investments

​

​

​

​

18,855

​

​

​

​

​

6,996

​

​

​

​

​

77,573

​

​

​

​

​

4,732

​

​

​

​

​

19,102

​

​

​

​

​

(9,008)

​

​

​

​

​

9,554

​

​

Interest and dividend income

​

​

​

​

12,399

​

​

​

​

​

6,529

​

​

​

​

​

19,276

​

​

​

​

​

9,399

​

​

​

​

​

9,865

​

​

​

​

​

8,071

​

​

​

​

​

7,506

​

​

Interest expense

​

​

​

​

(75,324)

​

​

​

​

​

(50,825)

​

​

​

​

​

(106,276)

​

​

​

​

​

(71,356)

​

​

​

​

​

(36,760)

​

​

​

​

​

(24,908)

​

​

​

​

​

(19,671)

​

​

Other income (expense), net

​

​

​

​

(668)

​

​

​

​

​

(6,810)

​

​

​

​

​

4,819

​

​

​

​

​

13,119

​

​

​

​

​

14,402

​

​

​

​

​

11,291

​

​

​

​

​

(7,840)

​

​

Net realized and unrealized gains (losses) on investments of Consolidated Funds

​

​

​

​

127,947

​

​

​

​

​

109,126

​

​

​

​

​

262,700

​

​

​

​

​

73,386

​

​

​

​

​

77,303

​

​

​

​

​

(96,864)

​

​

​

​

​

15,136

​

​

Interest and other income of Consolidated Funds

​

​

​

​

497,635

​

​

​

​

​

457,392

​

​

​

​

​

995,545

​

​

​

​

​

586,529

​

​

​

​

​

437,818

​

​

​

​

​

463,652

​

​

​

​

​

395,599

​

​

Interest expense of Consolidated Funds

​

​

​

​

(425,479)

​

​

​

​

​

(339,591)

​

​

​

​

​

(754,600)

​

​

​

​

​

(411,361)

​

​

​

​

​

(258,048)

​

​

​

​

​

(286,316)

​

​

​

​

​

(277,745)

​

​

Total other income, net

​

​

​

​

155,365

​

​

​

​

​

182,817

​

​

​

​

​

499,037

​

​

​

​

​

204,448

​

​

​

​

​

263,682

​

​

​

​

​

65,918

​

​

​

​

​

122,539

​

​

Income before taxes

​

​

​

​

548,373

​

​

​

​

​

623,091

​

​

​

​

​

1,333,063

​

​

​

​

​

510,806

​

​

​

​

​

1,065,690

​

​

​

​

​

379,478

​

​

​

​

​

425,180

​

​

Income tax expense

​

​

​

​

68,307

​

​

​

​

​

83,520

​

​

​

​

​

172,971

​

​

​

​

​

71,891

​

​

​

​

​

147,385

​

​

​

​

​

54,993

​

​

​

​

​

52,376

​

​

Net income

​

​

​

​

480,066

​

​

​

​

​

539,571

​

​

​

​

​

1,160,092

​

​

​

​

​

438,915

​

​

​

​

​

918,305

​

​

​

​

​

324,485

​

​

​

​

​

372,804

​

​

Less: Net income attributable to non-controlling interests in Consolidated Funds

​

​

​

​

172,205

​

​

​

​

​

94,374

​

​

​

​

​

274,296

​

​

​

​

​

119,333

​

​

​

​

​

120,369

​

​

​

​

​

28,085

​

​

​

​

​

39,704

​

​

Net income attributable to Ares Operating Group entities

​

​

​

​

307,861

​

​

​

​

​

445,197

​

​

​

​

​

885,796

​

​

​

​

​

319,582

​

​

​

​

​

797,936

​

​

​

​

​

296,400

​

​

​

​

​

333,100

​

​

Less: Net income (loss) attributable to redeemable interest in Ares Operating Group entities

​

​

​

​

(314)

​

​

​

​

​

(1,090)

​

​

​

​

​

226

​

​

​

​

​

(851)

​

​

​

​

​

(1,341)

​

​

​

​

​

(976)

​

​

​

​

​

-

​

​

Less: Net income attributable to non-controlling interest in Ares Operating Group entities

​

​

​

​

140,210

​

​

​

​

​

207,734

​

​

​

​

​

411,244

​

​

​

​

​

152,892

​

​

​

​

​

390,440

​

​

​

​

​

145,234

​

​

​

​

​

184,216

​

​

Net income attributable to Ares Management Corporation

​

​

​

​

167,965

​

​

​

​

​

238,553

​

​

​

​

​

474,326

​

​

​

​

​

167,541

​

​

​

​

​

408,837

​

​

​

​

​

152,142

​

​

​

​

​

148,884

​

​

Less: Series A Preferred Stock dividends paid

​

​

​

​

-

​

​

​

​

​

-

​

​

​

​

​

-

​

​

​

​

​

-

​

​

​

​

​

10,850

​

​

​

​

​

21,700

​

​

​

​

​

21,700

​

​

Less: Series A Preferred Stock redemption premium

​

​

​

​

-

​

​

​

​

​

-

​

​

​

​

​

-

​

​

​

​

​

-

​

​

​

​

​

11,239

​

​

​

​

​

-

​

​

​

​

​

-

​

​

Net income attributable to Ares Management Corporation Class A and non-voting common stock holders

​

​

​

$

167,965

​

​

​

​

​

238,553

​

​

​

​

$

474,326

​

​

​

​

$

167,541

​

​

​

​

$

386,748

​

​

​

​

$

130,442

​

​

​

​

$

127,184

​

​

​

​

​

Six Months Ended June 30,

​

​

Year Ended December 31,

​

$ in thousands, except share data

​

​

2024

​

​

2023

​

​

2023

​

​

2022

​

​

2021

​

​

2020

​

​

2019

​

Net income attributable to Ares Management Corporation per share of Class A and non-voting common stock:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic

​

​

​

$

0.76

​

​

​

​

​

1.25

​

​

​

​

$

2.44

​

​

​

​

$

0.87

​

​

​

​

$

2.24

​

​

​

​

$

0.89

​

​

​

​

$

1.11

​

​

Diluted

​

​

​

$

0.76

​

​

​

​

​

1.24

​

​

​

​

$

2.42

​

​

​

​

$

0.87

​

​

​

​

$

2.15

​

​

​

​

$

0.87

​

​

​

​

$

1.06

​

​

Weighted-average shares of Class A and non-voting common stock:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic

​

​

​

​

194,404,932

​

​

​

​

​

180,998,934

​

​

​

​

​

184,523,524

​

​

​

​

​

175,510,798

​

​

​

​

​

163,703,626

​

​

​

​

​

135,065,436

​

​

​

​

​

107,914,953

​

​

Diluted

​

​

​

​

194,404,932

​

​

​

​

​

192,161,816

​

​

​

​

​

195,773,426

​

​

​

​

​

175,510,798

​

​

​

​

​

180,112,271

​

​

​

​

​

149,508,498

​

​

​

​

​

119,877,429

​

​

Dividend declared and paid per share of Class A and non-voting common stock

​

​

​

$

1.86

​

​

​

​

​

1.54

​

​

​

​

$

3.08

​

​

​

​

$

2.44

​

​

​

​

$

1.88

​

​

​

​

$

1.60

​

​

​

​

$

1.28

​

​

$ in thousands, except share data (and as otherwise noted)

​

​

Six Months Ended June 30,

​

​

Year Ended December 31,

​

​

2024

​

​

2023

​

​

2023

​

​

2022

​

​

2021

​

​

2020

​

​

2019

​

Management fees(1)

​

​

​

$

1,419,476

​

​

​

​

$

1,224,371

​

​

​

​

$

2,571,513

​

​

​

​

$

2,152,528

​

​

​

​

$

1,635,277

​

​

​

​

$

1,186,565

​

​

​

​

$

1,012,530

​

​

Fee related performance revenues

​

​

​

​

25,284

​

​

​

​

​

4,725

​

​

​

​

​

180,449

​

​

​

​

​

239,425

​

​

​

​

​

137,879

​

​

​

​

​

22,987

​

​

​

​

​

54,307

​

​

Other fees

​

​

​

​

42,951

​

​

​

​

​

50,409

​

​

​

​

​

92,109

​

​

​

​

​

94,562

​

​

​

​

​

49,771

​

​

​

​

​

19,948

​

​

​

​

​

18,078

​

​

Compensation and benefits expenses(2)

​

​

​

​

(620,168)

​

​

​

​

​

(567,959)

​

​

​

​

​

(1,276,115)

​

​

​

​

​

(1,172,504)

​

​

​

​

​

(894,842)

​

​

​

​

​

(626,172)

​

​

​

​

​

(560,234)

​

​

General, administrative and other expenses(3)

​

​

​

​

(241,357)

​

​

​

​

​

(190,763)

​

​

​

​

​

(404,215)

​

​

​

​

​

(319,661)

​

​

​

​

​

(215,777)

​

​

​

​

​

(172,097)

​

​

​

​

​

(178,742)

​

​

Fee Related Earnings

​

​

​

​

626,186

​

​

​

​

​

520,783

​

​

​

​

​

1,163,741

​

​

​

​

​

994,350

​

​

​

​

​

712,308

​

​

​

​

​

431,231

​

​

​

​

​

345,939

​

​

Realized net performance income

​

​

​

​

50,671

​

​

​

​

​

48,803

​

​

​

​

​

133,493

​

​

​

​

​

143,480

​

​

​

​

​

145,844

​

​

​

​

​

124,767

​

​

​

​

​

89,856

​

​

Realized net investment income (loss)

​

​

​

​

(24,543)

​

​

​

​

​

(3,084)

​

​

​

​

​

(31,706)

​

​

​

​

​

(6,803)

​

​

​

​

​

24,785

​

​

​

​

​

25,958

​

​

​

​

​

67,691

​

​

Realized Income

​

​

​

​

652,314

​

​

​

​

​

566,502

​

​

​

​

​

1,265,528

​

​

​

​

​

1,131,027

​

​

​

​

​

882,937

​

​

​

​

​

581,956

​

​

​

​

​

503,486

​

​

After tax Realized Income(4)

​

​

​

​

597,089

​

​

​

​

​

524,274

​

​

​

​

$

1,185,714

​

​

​

​

$

1,061,747

​

​

​

​

$

803,719

​

​

​

​

$

519,028

​

​

​

​

$

436,666

​

​

After tax Realized Income per share of Class A and non voting common stock

​

​

​

$

1.79

​

​

​

​

$

1.61

​

​

​

​

$

3.65

​

​

​

​

$

3.35

​

​

​

​

$

2.57

​

​

​

​

$

1.86

​

​

​

​

$

1.67

​

​

Other Data

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Fee Related Earnings margin(5)​

​

​

​

​

42.1%

​

​

​

​

​

40.7%

​

​

​

​

​

40.9%

​

​

​

​

​

40.0%

​

​

​

​

​

39.1%

​

​

​

​

​

35.1%

​

​

​

​

​

31.9%

​

​

Effective management fee rate(6)​

​

​

​

​

1.02%

​

​

​

​

​

1.01%

​

​

​

​

​

1.01%

​

​

​

​

​

0.99%

​

​

​

​

​

1.06%

​

​

​

​

​

1.09%

​

​

​

​

​

1.10%

​

​

​

$ in thousands, except share data (and as otherwise noted)

​

​

Six Months Ended June 30,

​

​

Year Ended December 31,

​

​

2024

​

​

2023

​

​

2023

​

​

2022

​

​

2021

​

​

2020

​

​

2019

​

Income before taxes

​

​

​

$

548,373

​

​

​

​

​

623,091

​

​

​

​

$

1,333,063

​

​

​

​

$

510,806

​

​

​

​

$

1,065,690

​

​

​

​

$

379,478

​

​

​

​

$

425,180

​

​

Adjustments:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Amortization of intangibles(1)

​

​

​

​

58,159

​

​

​

​

​

73,665

​

​

​

​

​

201,521

​

​

​

​

​

308,215

​

​

​

​

​

84,185

​

​

​

​

​

21,195

​

​

​

​

​

23,460

​

​

Depreciation expense

​

​

​

​

14,736

​

​

​

​

​

14,985

​

​

​

​

​

31,664

​

​

​

​

​

26,868

​

​

​

​

​

22,520

​

​

​

​

​

19,467

​

​

​

​

​

17,142

​

​

Equity compensation expense(2)

​

​

​

​

180,655

​

​

​

​

​

130,988

​

​

​

​

​

255,419

​

​

​

​

​

198,948

​

​

​

​

​

237,191

​

​

​

​

​

122,986

​

​

​

​

​

97,691

​

​

Acquisition-related compensation expense(3)

​

​

​

​

10,939

​

​

​

​

​

1,242

​

​

​

​

​

7,334

​

​

​

​

​

206,252

​

​

​

​

​

66,893

​

​

​

​

​

-

​

​

​

​

​

-

​

​

Acquisition-related incentive fees(4)

​

​

​

​

-

​

​

​

​

​

-

​

​

​

​

​

-

​

​

​

​

​

-

​

​

​

​

​

(47,873)

​

​

​

​

​

-

​

​

​

​

​

-

​

​

Acquisition and merger-related expense

​

​

​

​

14,228

​

​

​

​

​

7,712

​

​

​

​

​

12,000

​

​

​

​

​

15,197

​

​

​

​

​

21,162

​

​

​

​

​

11,194

​

​

​

​

​

16,266

​

​

Placement fee adjustment

​

​

​

​

5,310

​

​

​

​

​

(6,976)

​

​

​

​

​

(5,819)

​

​

​

​

​

2,088

​

​

​

​

​

78,883

​

​

​

​

​

19,329

​

​

​

​

​

24,306

​

​

Other (income) expense, net

​

​

​

​

(11,299)

​

​

​

​

​

303

​

​

​

​

​

976

​

​

​

​

​

1,874

​

​

​

​

​

(19,886)

​

​

​

​

​

10,207

​

​

​

​

​

(460)

​

​

(Income) loss before taxes of non-controlling interests in consolidated subsidiaries

​

​

​

​

(7,604)

​

​

​

​

​

(1,885)

​

​

​

​

​

(17,249)

​

​

​

​

​

(357)

​

​

​

​

​

(23,397)

​

​

​

​

​

3,817

​

​

​

​

​

2,951

​

​

Income before taxes of non-controlling interests in Consolidated Funds, net of eliminations

​

​

​

​

(176,067)

​

​

​

​

​

(94,933)

​

​

​

​

​

(278,119)

​

​

​

​

​

(119,664)

​

​

​

​

​

(120,457)

​

​

​

​

​

(28,203)

​

​

​

​

​

(39,174)

​

​

Total performance (income) loss - unrealized

​

​

​

​

167,794

​

​

​

​

​

(415,933)

​

​

​

​

​

(305,370)

​

​

​

​

​

(106,978)

​

​

​

​

​

(1,744,056)

​

​

​

​

​

7,554

​

​

​

​

​

(303,142)

​

​

Total performance related compensation -  unrealized

​

​

​

​

(171,696)

​

​

​

​

​

300,646

​

​

​

​

​

206,923

​

​

​

​

​

88,502

​

​

​

​

​

1,316,205

​

​

​

​

​

(11,552)

​

​

​

​

​

206,799

​

​

Total net investment (income) loss - unrealized

​

​

​

​

18,786

​

​

​

​

​

(66,403)

​

​

​

​

​

(176,815)

​

​

​

​

​

(724)

​

​

​

​

​

(54,123)

​

​

​

​

​

26,484

​

​

​

​

​

32,467

​

​

Realized Income

​

​

​

​

652,314

​

​

​

​

​

566,502

​

​

​

​

​

1,265,528

​

​

​

​

​

1,131,027

​

​

​

​

​

882,937

​

​

​

​

​

581,956

​

​

​

​

​

503,486

​

​

Total performance income - realized

​

​

​

​

(132,823)

​

​

​

​

​

(171,771)

​

​

​

​

​

(415,899)

​

​

​

​

​

(418,021)

​

​

​

​

​

(474,427)

​

​

​

​

​

(524,229)

​

​

​

​

​

(348,211)

​

​

Total performance related compensation - realized

​

​

​

​

82,152

​

​

​

​

​

122,968

​

​

​

​

​

282,406

​

​

​

​

​

274,541

​

​

​

​

​

328,583

​

​

​

​

​

399,462

​

​

​

​

​

258,355

​

​

Unconsolidated investment (income) loss - realized

​

​

​

​

24,543

​

​

​

​

​

3,084

​

​

​

​

​

31,706

​

​

​

​

​

6,803

​

​

​

​

​

(24,785)

​

​

​

​

​

(25,958)

​

​

​

​

​

(67,691)

​

​

Fee Related Earnings

​

​

​

$

626,186

​

​

​

​

$

520,783

​

​

​

​

$

1,163,741

​

​

​

​

$

994,350

​

​

​

​

$

712,308

​

​

​

​

$

431,231

​

​

​

​

$

345,939

​

​

​

​

​

​

Six months ended June 30,

​

​

Year Ended December 31,

​

​

​

​

2024

​

​

2023

​

​

2023

​

​

2022

​

​

2021

​

​

2020

​

​

2019

​

Performance income and net investment income reconciliation:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Carried interest allocation

​

​

​

$

(83,645)

​

​

​

​

$

569,954

​

​

​

​

$

618,579

​

​

​

​

$

458,012

​

​

​

​

$

2,073,551

​

​

​

​

$

505,608

​

​

​

​

$

621,872

​

​

Incentive fees

​

​

​

​

56,401

​

​

​

​

​

16,873

​

​

​

​

​

276,627

​

​

​

​

​

301,187

​

​

​

​

​

332,876

​

​

​

​

​

37,902

​

​

​

​

​

69,197

​

​

Carried interest allocation and incentive fees

​

​

​

​

(27,244)

​

​

​

​

​

586,827

​

​

​

​

​

895,206

​

​

​

​

​

759,199

​

​

​

​

​

2,406,427

​

​

​

​

​

543,510

​

​

​

​

​

691,069

​

​

Performance income (loss) - realized from Consolidated Funds

​

​

​

​

(3)

​

​

​

​

​

138

​

​

​

​

​

1,101

​

​

​

​

​

3,980

​

​

​

​

​

5,458

​

​

​

​

​

141

​

​

​

​

​

13,851

​

​

Fee related performance revenues

​

​

​

​

(25,284)

​

​

​

​

​

(4,725)

​

​

​

​

​

(180,449)

​

​

​

​

​

(239,425)

​

​

​

​

​

(137,879)

​

​

​

​

​

(22,987)

​

​

​

​

​

(54,307

​

​

Acquisition-related incentive fees(1)

​

​

​

​

-

​

​

​

​

​

-

​

​

​

​

​

-

​

​

​

​

​

-

​

​

​

​

​

(47,873)

​

​

​

​

​

-

​

​

​

​

​

-

​

​

Total performance (income) loss - unrealized

​

​

​

​

185,249

​

​

​

​

​

(408,580)

​

​

​

​

​

(292,799)

​

​

​

​

​

(99,429)

​

​

​

​

​

(1,744,056)

​

​

​

​

​

7,554

​

​

​

​

​

(303,142

​

​

Performance (income) loss of non-controlling interests in consolidated subsidiaries

​

​

​

​

105

​

​

​

​

​

(1,889)

​

​

​

​

​

(7,160)

​

​

​

​

​

(6,304)

​

​

​

​

​

(7,650)

​

​

​

​

​

(3,989)

​

​

​

​

​

740

​

​

Performance income - realized

​

​

​

$

132,823

​

​

​

​

$

171,771

​

​

​

​

$

415,899

​

​

​

​

$

418,021

​

​

​

​

$

474,427

​

​

​

​

$

524,229

​

​

​

​

$

348,211

​

​

Total consolidated other income

​

​

​

​

155,365

​

​

​

​

​

182,817

​

​

​

​

​

499,037

​

​

​

​

​

204,448

​

​

​

​

​

263,682

​

​

​

​

​

65,918

​

​

​

​

​

122,539

​

​

Net investment income from Consolidated Funds

​

​

​

​

(188,634)

​

​

​

​

​

(224,794)

​

​

​

​

​

(509,333)

​

​

​

​

​

(266,628)

​

​

​

​

​

(259,243)

​

​

​

​

​

(85,047)

​

​

​

​

​

(130,396)

​

​

Principal investment income

​

​

​

​

(2,063)

​

​

​

​

​

100,699

​

​

​

​

​

155,632

​

​

​

​

​

48,223

​

​

​

​

​

120,896

​

​

​

​

​

4,044

​

​

​

​

​

44,320

​

​

Change in value of contingent consideration

​

​

​

​

-

​

​

​

​

​

-

​

​

​

​

​

-

​

​

​

​

​

1,438

​

​

​

​

​

23,114

​

​

​

​

​

70

​

​

​

​

​

-

​

​

Other expense (income), net

​

​

​

​

(11,299)

​

​

​

​

​

303

​

​

​

​

​

976

​

​

​

​

​

435

​

​

​

​

​

(43,000)

​

​

​

​

​

10,207

​

​

​

​

​

(460)

​

​

Other expense (income) of non-controlling interests in consolidated subsidiaries

​

​

​

​

3,302

​

​

​

​

​

4,294

​

​

​

​

​

(1,203)

​

​

​

​

​

6,005

​

​

​

​

​

(26,541)

​

​

​

​

​

4,282

​

​

​

​

​

(779)

​

​

Investment loss (income) - unrealized

​

​

​

​

18,786

​

​

​

​

​

(72,924)

​

​

​

​

​

(184,929)

​

​

​

​

​

14,557

​

​

​

​

​

(58,694)

​

​

​

​

​

40,405

​

​

​

​

​

24,542

​

​

Interest and other investment loss (income) - unrealized

​

​

​

​

-

​

​

​

​

​

6,521

​

​

​

​

​

8,114

​

​

​

​

​

(15,281)

​

​

​

​

​

4,571

​

​

​

​

​

(13,921)

​

​

​

​

​

7,925

​

​

Total realized net investment income

​

​

​

$

(24,543)

​

​

​

​

$

(3,084)

​

​

​

​

$

(31,706)

​

​

​

​

$

(6,803)

​

​

​

​

$

24,785

​

​

​

​

$

25,958

​

​

​

​

$

67,691

​

​

​

RISK FACTORS

Investing in the mandatory convertible preferred stock covered by this prospectus supplement and the accompanying prospectus involves various risks. You should carefully consider each of the risks described in the section entitled "Risk Factors" in our Annual Report and incorporated by reference in this prospectus supplement and the accompanying prospectus, as such factors may be updated from time to time in our periodic filings with the SEC, which are accessible on the SEC's website at www.sec.gov, and all of the other information included or incorporated by reference in this prospectus supplement and the accompanying prospectus. The risks and uncertainties discussed in the documents referred to above and other matters discussed in those documents could materially and adversely affect our business, financial condition, liquidity and results of operations and the market price of our mandatory convertible preferred stock and Class A common stock. Moreover, the risks and uncertainties discussed in the foregoing documents are not the only risks and uncertainties that we face, and our business, financial condition, liquidity and results of operations and the market price of our mandatory convertible preferred stock and Class A common stock could be materially adversely affected by other matters that are not known to us or that we currently do not consider to be material risks to our business. When used in this section to discuss the terms of our mandatory convertible preferred stock, "we," "our," and "us" refer to Ares Management Corporation and not to its subsidiaries.

Risks Related to the GCP Acquisition

We face risks and uncertainties related to the GCP Acquisition, including the ability of Ares to consummate the GCP Acquisition and to effectively integrate the acquired business into our operations and to achieve the expected benefit therefrom. See "Risk Factors - We may enter into new lines of business and expand into new investment strategies, geographic markets, strategic partnerships and businesses, each of which may result in additional risks, expenses and uncertainties in our businesses" and "Risk Factors - 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" appearing in our Annual Report, which is incorporated by reference in this prospectus supplement and the accompanying prospectus.

We cannot assure you that the proposed GCP Acquisition will be completed on a timely basis or at all.

There are a number of risks and uncertainties relating to the GCP Acquisition. For example, the GCP Acquisition may not be completed, or may not be completed in the time frame, on the terms or in the manner currently anticipated, as a result of a number of factors, including the failure of the parties to satisfy one or more of the conditions to closing. There can be no assurance that the conditions to closing of the GCP Acquisition will be satisfied or waived or that other events will not intervene to delay or result in the failure to close the GCP Acquisition. Delays in closing the GCP Acquisition or the failure to close the GCP Acquisition at all may result in our incurring significant additional costs in connection with such delay or termination of the GCP Acquisition Agreement and/or failing to achieve the anticipated benefits of the GCP Acquisition. Any delay in closing or a failure to close the GCP Acquisition could have a negative impact on our business and the trading price of our mandatory convertible preferred stock and Class A common stock.

This offering is not contingent upon the completion of the GCP Acquisition. Accordingly, your purchase of our shares of mandatory convertible preferred stock in this offering may be an investment in Ares on a stand-alone basis without any of the assets of GCP International or anticipated benefits of the GCP Acquisition.

We will have broad discretion to use the net proceeds of this offering if the GCP Acquisition is not consummated. If the proposed GCP Acquisition has not closed as of the close of business on October 1, 2025 (or such later date corresponding to the Outside Date as extended pursuant to the GCP Acquisition Agreement), or if, before such time, the GCP Acquisition Agreement is terminated in accordance with its terms or our board of directors determines, in its good faith judgment, that the closing of the GCP Acquisition will not occur, then we may exercise our option to redeem our mandatory convertible preferred stock. However, we are not obligated to redeem the mandatory convertible preferred stock, and we may choose not to do so. In such case, investors will rely on our management's judgment in spending the net proceeds from this offering. Our management will have broad discretion in the application of such net

proceeds, including for general corporate purposes, repayment of debt, other strategic acquisitions and growth initiatives, and our management may spend or invest such proceeds in a way with which investors disagree. If we do not use the net proceeds we receive from this offering effectively, our business, financial condition and results of operations could be negatively impacted.

If completed, the GCP Acquisition may not achieve its intended benefits.

There can be no assurance that we will be able to realize the expected benefits of the GCP Acquisition. The expected financial benefits of the GCP Acquisition may not be fully realized within the anticipated time frame or at all. Such financial benefits may not be fully realized for various reasons, including, among others, if we are not able to operate GCP International in the manner we anticipate, if the assumptions we used in our models were inaccurate and if the costs to finance the GCP Acquisition are higher than we anticipate.

In addition, we caution you not to place undue reliance on our current expectations regarding the financial impact of the GCP Acquisition because they are based solely on information provided to us by the sellers in the diligence process and our internal estimates, which are based on numerous factors, including specifically identified financial benefits and growth avenues. Our experience integrating and operating GCP International may change our expectations with respect to the financial impact of the GCP Acquisition. In addition, the financial impact of the GCP Acquisition may differ from our expectations based on numerous other factors, including our failure to fully realized the expected financial benefits as described above, as well as the risk factors set forth in this prospectus supplement and the accompanying prospectus and documents incorporated by reference herein and therein. We can provide no assurance that the actual financial impact of the GCP Acquisition will be consistent with our current expectations.

Our ability to achieve the intended benefits of the GCP Acquisition could result in increased costs and have a material adverse effect on our financial performance and/or the trading price of our Class A common stock and mandatory convertible preferred stock.

If we do not complete the GCP Acquisition, we will have incurred substantial expenses without our stockholders realizing the expected benefits.

If we are unable to complete the GCP Acquisition, we will have incurred significant due diligence, legal, accounting and other transaction costs in connection with the GCP Acquisition without our stockholders realizing the anticipated benefits. We cannot assure you that we will acquire GCP International because the proposed GCP Acquisition is subject to a variety of factors, including the satisfaction of customary regulatory approvals and other closing conditions.

Risks Related to the Offering, Our Mandatory Convertible Preferred Stock and Our Class A Common Stock

The mandatory convertible preferred stock will be junior to our indebtedness and will be structurally junior to the liabilities of our subsidiaries.

If we liquidate, dissolve or wind up, whether voluntarily or involuntarily, then our assets will be available to distribute to our equity holders, including holders of the mandatory convertible preferred stock, only if all of our then-outstanding indebtedness is first paid in full. The remaining assets, if any, would then be allocated among the holders of our equity securities in accordance with their respective liquidation rights. There may be insufficient remaining assets available to pay the liquidation preference and unpaid accumulated dividends on the mandatory convertible preferred stock. As of June 30, 2024, excluding intercompany indebtedness, we had approximately $2,567.0 million in consolidated debt obligations outstanding.

In addition, our subsidiaries will have no obligation to pay any amounts on the mandatory convertible preferred stock. If any of our subsidiaries liquidates, dissolves or winds up, whether voluntarily or involuntarily, then we, as a direct or indirect common equity owner of that subsidiary, will be subject to the prior claims of that subsidiary's creditors, including trade creditors and preferred equity holders. We may never receive any amounts from that subsidiary, and, accordingly, the assets of that subsidiary may never be available to make payments on the mandatory convertible preferred stock.

We are a holding company and will depend upon funds from our subsidiaries, including the Ares Operating Group, to pay cash dividends on the mandatory convertible preferred stock. As a holding company, the Ares Operating Group is dependent on distributions from its subsidiaries to make distributions on the Mirror Units.

We are a holding company and our only significant assets are our investments in our subsidiaries. As a holding company, we are generally dependent upon intercompany transfers of funds from our respective subsidiaries, including the Ares Operating Group, to pay cash dividends on the mandatory convertible preferred stock. We intend to contribute the net proceeds from the issuance and sale of the mandatory convertible preferred stock to the Ares Operating Group. In consideration of our contribution, the Ares Operating Group will issue a new series of Mirror Units with economic terms designed to mirror those of the mandatory convertible preferred stock. As a holding company, the Ares Operating Group is dependent on distributions from its subsidiaries to make distributions on the Mirror Units. The ability of such entities to make payments to us and to the Ares Operating Group, as applicable, may be restricted by, among other things, applicable laws as well as agreements to which those entities may be a party, including the Credit Facility. Therefore, our ability to make payments in respect of mandatory convertible preferred stock may be limited. In particular, the Ares Operating Group, which is controlled by us, may amend, modify or alter the terms of the Mirror Units, including the distribution terms, in a manner that would be detrimental to you and such actions could materially and adversely affect the market price of the mandatory convertible preferred stock. Accordingly, the Mirror Units should not be relied upon to ensure we have sufficient cash flows to enable us to pay distributions on or redeem the mandatory convertible preferred stock.

You will bear the risk of fluctuations in the trading price of our Class A common stock.

Unless previously converted or redeemed, each share of mandatory convertible preferred stock will automatically convert, for settlement on the mandatory conversion settlement date, which is scheduled to occur on October 1, 2027, subject to postponement in certain limited circumstances, into between the minimum conversion rate of         shares of our Class A common stock and the maximum conversion rate of        shares of our Class A common stock, subject to adjustment. The actual number of shares issuable upon mandatory conversion will be determined based on the average of the "daily VWAPs" ​(as defined in this prospectus supplement) over the "mandatory conversion observation period," which is the 20 consecutive "VWAP trading days" ​(as defined in this prospectus supplement) beginning on, and including, the 21st "scheduled trading day" ​(as defined in this prospectus supplement) immediately before October 1, 2027. We refer to this average as the "mandatory conversion stock price." If the mandatory conversion stock price is less than the minimum conversion price (which initially is $      per share, the last reported sale price of our Class A common stock on           , 2024, and is subject to adjustment), then the value of the shares of our Class A common stock that you will receive upon mandatory conversion (excluding any shares issuable as payment for unpaid dividends) will be less than the liquidation preference of the mandatory convertible preferred stock, which is $50.00 per share of mandatory convertible preferred stock. Accordingly, if the trading price of our Class A common stock declines, or does not increase, during the time between the pricing of this offering and the mandatory conversion observation period, you may incur a loss in your investment in the mandatory convertible preferred stock. Furthermore, if the trading price of our Class A common stock declines during the period between the last day of the mandatory conversion observation period and the date that we deliver the shares due upon mandatory conversion, then the value of the shares you receive may be worth significantly less at the time you receive them than the value of those shares as of the last day of the mandatory conversion observation period. Accordingly, you will bear the entire risk of a decline in the market price of our Class A common stock, and any such decline could be substantial.

In addition, if we elect to pay any portion of a declared dividend on the mandatory convertible preferred stock in shares of our Class A common stock, then the number of shares that we will deliver as payment will depend on the average of the daily VWAPs per share of Class A common stock over the "dividend stock price observation period," which is the five consecutive VWAP trading days beginning on, and including, the sixth scheduled trading day immediately before the relevant dividend payment date. If the trading price of our Class A common stock declines during the period between the last day of the dividend stock price observation period and the date that we deliver the shares, then the value of the shares you receive as payment for the dividend may be worth significantly less than the dollar amount of the declared dividend.

If the trading price of our Class A common stock increases, then a direct investment in our Class A common stock will eahigher returns from such increase than would an investment in the mandatory convertible preferred stock.

The value of the shares of our Class A common stock that you will receive upon mandatory conversion (excluding any shares issuable as payment for unpaid dividends) of your shares of mandatory convertible preferred stock, unless previously redeemed, will generally exceed the liquidation preference of the mandatory convertible preferred stock only if the mandatory conversion stock price exceeds the maximum conversion price, which initially is $      per share and is subject to adjustment. The maximum conversion price represents an increase of approximately    % over the minimum conversion price, which initially is the last reported sale price of our Class A common stock on           , 2024. In addition, if the mandatory conversion stock price is greater than the minimum conversion price and less than the maximum conversion price, then the value the shares of our Class A common stock that you will receive upon mandatory conversion (excluding any shares issuable as payment for unpaid dividends) will generally be equal to the liquidation preference of the mandatory convertible preferred stock. Accordingly, if the trading price of our Class A common stock price increases to, but does not exceed, the maximum conversion price, then the conversion value of the mandatory convertible preferred stock will generally be unaffected by such increase. Conversely, the value of a direct investment in our Class A common stock will increase by the same percentage amount of such increase. For these reasons, a direct investment in our Class A common stock may eahigher returns from an increase in the trading price of our Class A common stock than an investment in the mandatory convertible preferred stock.

We may not have sufficient funds to pay, or may choose not to pay, dividends on the mandatory convertible preferred stock. In addition, regulatory and contractual restrictions may prevent us from declaring or paying dividends.

Our ability to declare and pay dividends on the mandatory convertible preferred stock will depend on many factors, including the following:

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our financial condition, including the amount of cash we have on hand;

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the amount of cash, if any, generated by our operations and financing activities;

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our anticipated financing needs, including the amounts needed to service our indebtedness or other obligations;

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the degree to which we decide to reinvest any cash generated by our operations or financing activities to fund our future operations;

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the ability of our subsidiaries to distribute funds to us;

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regulatory restrictions on our ability to pay dividends, including under the Delaware General Corporation Law (as described below); and

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contractual restrictions on our ability to pay dividends.

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In addition, our board of directors may choose not to pay accumulated dividends on the mandatory convertible preferred stock for any reason. Accordingly, you may receive less than the full amount of accumulated dividends on your mandatory convertible preferred stock. In addition, if we fail to declare and pay accumulated dividends on the mandatory convertible preferred stock in full, then the trading price of the mandatory convertible preferred stock will likely decline.

Provisions contained in the instruments governing our existing and future indebtedness may restrict or prohibit us from paying cash dividends on the mandatory convertible preferred stock. If the terms of our indebtedness restrict or prohibit us from paying dividends, then we may seek to refinance that indebtedness or seek a waiver that would permit the payment of dividends. However, we may be unable or may choose not to refinance the indebtedness or obtain a waiver.

Under the Delaware General Corporation Law, we may declare dividends on the mandatory convertible preferred stock only out of our "surplus" ​(which generally means our total assets less total liabilities, each measured at their fair market values, less statutory capital), or, if there is no surplus, out of our net profits for

the current or the immediately preceding fiscal year. We may not have sufficient surplus or net profits to declare and pay dividends on the mandatory convertible preferred stock.

If we are unable or decide not to pay accumulated dividends on the mandatory convertible preferred stock in cash, then we may, but are not obligated to, elect to pay dividends in shares of our Class A common stock. However, the payment of dividends in shares of our Class A common stock will expose you to dilution and the risk of fluctuations in the price of our Class A common stock, as described further in this "Risk Factors" section.

If we fail to declare and pay full dividends on the mandatory convertible preferred stock, then we will be prohibited from paying dividends on our Class A common stock and any other junior securities, subject to limited exceptions. A reduction or elimination of dividends on our Class A common stock may cause the trading price of our Class A common stock to decline, which, in turn, will likely depress the trading price of the mandatory convertible preferred stock.

If an "unpaid accumulated dividend amount" ​(as defined below under the caption "Description of Mandatory Convertible Preferred Stock - Definitions") exists at the time any mandatory convertible preferred stock is converted, then we will, in certain circumstances, increase the applicable conversion rate to compensate preferred stockholders for such unpaid accumulated dividend amount. In the case of certain conversions in connection with a make-whole fundamental change, we may, in certain circumstances, instead choose to pay the unpaid accumulated dividend amount in cash, to the extent we are legally able to do so, as described below under the caption "Description of Mandatory Convertible Preferred Stock - Conversion Provisions of the Mandatory Convertible Preferred Stock - Conversion During a Make-Whole Fundamental Change Conversion Period." If the applicable conversion rate is increased on account of an unpaid accumulated dividend amount, then for purposes of calculating the increase, our Class A common stock will be valued at the greater of (i) the "dividend make-whole stock price" ​(as defined below under the caption "Description of Mandatory Convertible Preferred Stock - Definitions") and (ii) the floor price, which is 35% of the minimum conversion price. If the floor price exceeds the dividend make-whole stock price, then we will, to the extent we are legally able to do so, declare and pay the related deficiency in cash to the converting preferred stockholders. However, in the case of an early conversion that is not in connection with a make-whole fundamental change, we will have no obligation to pay such deficiency in cash or any other consideration. Accordingly, you may not be fully compensated for unpaid accumulated dividends upon conversion.

Not all events that may adversely affect the trading price of the mandatory convertible preferred stock and our Class A common stock will result in an adjustment to the boundary conversion rates and the boundary conversion prices.

Each of the minimum conversion rate and the maximum conversion rate (which we collectively refer to as the "boundary conversion rates"), and the minimum conversion price and the maximum conversion price (which we collectively refer to as the "boundary conversion prices"), are subject to adjustment for certain events, including:

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certain stock dividends, splits and combinations;

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the issuance of certain rights, options or warrants to holders of our Class A common stock;

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certain distributions of assets, debt securities, capital stock or other property to holders of our Class A common stock;

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certain cash dividends on our Class A common stock; and

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certain tender or exchange offers.

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See "Description of Mandatory Convertible Preferred Stock - Conversion Provisions of the Mandatory Convertible Preferred Stock - Boundary Conversion Rate Adjustments." We are not required to adjust the boundary conversion rates or the boundary conversion prices for other events, such as third-party tender offers or an issuance of Class A common stock (or securities exercisable for, or convertible into, Class A common stock) for cash, that may adversely affect the trading price of the mandatory convertible preferred stock and our Class A common stock. We have no obligation to consider the specific interests of the

holders of the mandatory convertible preferred stock in engaging in any such offering or transaction. An event may occur that adversely affects the preferred stockholders and the trading price of the mandatory convertible preferred stock and the underlying shares of our Class A common stock but that does not result in an adjustment to the boundary conversion rates and boundary conversion prices.

The make-whole fundamental change provisions may not adequately compensate you for any loss in the value of the mandatory convertible preferred stock that may result from a make-whole fundamental change.

If certain corporate events that constitute a "make-whole fundamental change" occur, then you will, in certain circumstances, be entitled to convert at the "make-whole fundamental change conversion rate" and receive an additional payment, in cash or shares of Class A common stock, for a "future dividend present value amount." See "Description of Mandatory Convertible Preferred Stock - Conversion Provisions of the Mandatory Convertible Preferred Stock - Conversion During a Make-Whole Fundamental Change Conversion Period." The make-whole fundamental change conversion rate and the future dividend present value amount are designed to compensate preferred stockholders for the lost option value and the remaining scheduled dividend payments, respectively, of their mandatory convertible preferred stock. However, these provisions are subject to various limitations. For example, the make-whole fundamental change conversion rate is only an approximation of the lost option value and will not exceed the maximum conversion rate, and the number of shares that we may be required to deliver as payment for the future dividend present value amount may be limited based on the floor price prevailing at the time of the make-whole fundamental change. Accordingly, you may not be adequately compensated for any loss in the value of your mandatory convertible preferred stock that may result from a make-whole fundamental change.

Furthermore, the definition of make-whole fundamental change is limited to certain specific transactions, and these provisions will not protect preferred stockholders from other transactions that could significantly reduce the value of the mandatory convertible preferred stock. For example, a spin-off or sale of a subsidiary or business division with volatile earnings, or a change in our line of business, could significantly affect the trading characteristics of our Class A common stock and reduce the value of the mandatory convertible preferred stock without constituting a make-whole fundamental change.

In addition, our obligation to pay the future dividend present value amount in connection with a make-whole fundamental change could be considered a penalty, in which case its enforceability would be subject to general principles of reasonableness and equitable remedies.

The mandatory convertible preferred stock has only limited voting rights.

The mandatory convertible preferred stock confers no voting rights except with respect to certain dividend arrearages, certain amendments to the terms of the mandatory convertible preferred stock and certain other limited circumstances, and except as required by the Delaware General Corporation Law. As a preferred stockholder, you will not be entitled to vote on an as-converted basis with holders of our Class A common stock on matters on which our Class A common stockholders are entitled to vote. For example, you will not have the right, as a preferred stockholder, to vote in the general election of our directors, although you will have a limited right, voting together with holders of any voting parity stock, to elect up to two directors if accumulated dividends on the mandatory convertible preferred stock have not been declared and paid in an aggregate amount corresponding to six or more dividend periods. See "Description of Mandatory Convertible Preferred Stock - Voting Rights - Right to Designate Two Preferred Stock Directors Upon a Dividend Non-Payment Event." Accordingly, the voting provisions of the mandatory convertible preferred stock may not afford you with meaningful protections for your investment.

You will have no rights with respect to our Class A common stock until the mandatory convertible preferred stock is converted, but you may be adversely affected by certain changes made with respect to our Class A common stock.

You will have no rights with respect to our Class A common stock, including voting rights, rights to respond to Class A common stock tender offers, if any, and rights to receive dividends or other distributions on shares of our Class A common stock, if any (other than through an adjustment to the boundary conversion rates, as described in "- Description of Mandatory Convertible Preferred Stock - Conversion Provisions of the Mandatory Convertible Preferred Stock - Boundary Conversion Rate Adjustments"), prior to the conversion date with respect to a conversion of the mandatory convertible preferred stock, but

your investment in the mandatory convertible preferred stock may be negatively affected by these events. Upon conversion, you will be entitled to exercise the rights of a holder of shares of our Class A common stock only as to matters for which the record date occurs on or after the conversion date. For example, in the event that an amendment is proposed to our certificate of incorporation or bylaws requiring stockholder approval and the record date for determining the stockholders of record entitled to vote on the amendment occurs prior to the conversion date, you will not be entitled to vote on the amendment (subject to certain limited exceptions if it would adversely affect the special rights, preferences, privileges and voting powers of the mandatory convertible preferred stock), although you will nevertheless be subject to any changes in the powers, preferences or special rights of our Class A common stock, even if your mandatory convertible preferred stock has been converted into shares of our Class A common stock prior to the effective date of such change.

We may issue preferred stock in the future that ranks equally with the mandatory convertible preferred stock with respect to dividends or liquidation rights, which may adversely affect the rights of preferred stockholders.

Without the consent of any preferred stockholder, we may authorize and issue preferred stock that ranks equally with the mandatory convertible preferred stock with respect to the payment of dividends or the distribution of assets upon our liquidation, dissolution or winding up. If we issue any such preferred stock in the future, your rights as a holder of the mandatory convertible preferred stock will be diluted and the trading price of the mandatory convertible preferred stock may decline. The powers, preferences and rights of these additional series of preferred stock may be on parity with or (subject to certain consent rights of the holders of the mandatory convertible preferred stock, as described under the caption "Description of Mandatory Convertible Preferred Stock - Voting Rights - Voting and Consent Rights with Respect to Specified Matters") senior to the mandatory convertible preferred stock, which may reduce its value. We have no obligation to consider the specific interests of the holders of the mandatory convertible preferred stock in engaging in any such offering or transaction.

There is currently no trading market for the mandatory convertible preferred stock. If an active trading market does not develop, then preferred stockholders may be unable to sell their mandatory convertible preferred stock at desired times or prices, or at all.

The mandatory convertible preferred stock is a new class of securities for which no market currently exists. We intend to apply to list the mandatory convertible preferred stock on The New York Stock Exchange under the symbol "ARES.PRB." If the listing is approved, we expect trading to commence within 30 days after the date the mandatory convertible preferred stock is first issued. However, our listing application may not be approved. Moreover, even if the listing is approved, a liquid trading market for the mandatory convertible preferred stock may not develop, and the listing may be subsequently withdrawn. Accordingly, you may not be able to sell your mandatory convertible preferred stock at the times you wish to or at favorable prices, if at all.

The liquidity of the trading market, if any, and future trading prices of the mandatory convertible preferred stock will depend on many factors, including, among other things, the trading price and volatility of our Class A common stock, prevailing interest rates, our dividend yield, financial condition, results of operations, business, prospects and credit quality relative to our competitors, the market for similar securities and the overall securities market. Many of these factors are beyond our control. Historically, the market for convertible securities has been volatile. Market volatility could significantly harm the market for the mandatory convertible preferred stock, regardless of our financial condition, results of operations, business, prospects or credit quality.

The trading price of our Class A common stock, the condition of the financial markets, prevailing interest rates and other factors could significantly affect the trading price of the mandatory convertible preferred stock.

We expect that the trading price of our Class A common stock will significantly affect the trading price of the mandatory convertible preferred stock, which could result in greater volatility in the trading price of the mandatory convertible preferred stock than would be expected for non-convertible securities. The trading price of our Class A common stock will likely continue to fluctuate in response to the factors described or referred to elsewhere in this section and under the caption "Disclosure Regarding Forward-Looking Statements," among others, many of which are beyond our control.

In addition, the condition of the financial markets and changes in prevailing interest rates can have an adverse effect on the trading price of the mandatory convertible preferred stock. For example, prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future, and we would expect an increase in prevailing interest rates to depress the trading price of the mandatory convertible preferred stock.

The issuance or sale of shares of our Class A common stock, or rights to acquire shares of our Class A common stock, could depress the trading price of our Class A common stock and the mandatory convertible preferred stock.

We may conduct future offerings of shares of our Class A common stock, preferred stock or other securities that are convertible into or exercisable for our Class A common stock to fund acquisitions, finance our operations or for other purposes. In addition, we may also issue shares of our Class A common stock under our equity incentive plans. The market price of shares of our Class A common stock and, accordingly, the mandatory convertible preferred stock could decrease significantly as a result of (i) future issuances or sales of a large number of shares of our Class common stock, including pursuant to other issuances under the shelf registration statement on Form S-3ASR of which this prospectus supplement and the accompanying prospectus form a part, including as payment for dividends on the mandatory convertible preferred stock, (ii) future issuances or sales of rights to acquire shares of our Class A common stock, (iii) any of our existing stockholders selling a substantial amount of our Class A common stock, (iv) the conversion of a large number of instruments convertible into shares of our Class A common stock, including the conversion of mandatory convertible preferred stock into shares of our Class A common stock, or (v) the perception that such issuances, sales or conversions could occur, among other factors. These sales or conversions, or the possibility that these sales or conversions may occur, may also make it more difficult for us to sell equity securities in the future at a time and price that we deem appropriate. The terms of the mandatory convertible preferred stock will not restrict our ability to issue additional common stock or other junior securities in the future. Our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, which may adversely affect the amount, timing or nature of our future offerings.

Certain of our executive officers, or vehicles controlled by them, have entered into Rule 10b5-1 trading plans pursuant to which they intend to sell up to an aggregate of approximately 1,210,000 shares of our Class A common stock from time to time, including up to 830,000 shares during the Lock-up Period (as defined below in the section titled "Underwriting"). The lock-up agreements that our directors and executive officers have executed in connection with the offering do not prohibit or restrict sales under existing Rule 10b5-1 trading plans. Although sales under these Rule 10b5-1 plans are subject to pre-determined price and timing targets, and are designed to comply with applicable volume restrictions, such sales would put downward pressure on the trading price of our shares of Class A common stock, cause such price to decline, and create negative market perception of the trading under such plans and our Class A common stock.

You may be diluted by future issuances of our Class A common stock or instruments convertible into shares of Class A common stock.

If we raise additional capital through future offerings of our Class A common stock or other securities convertible into shares of our Class A common stock (including additional securities that may be issued pursuant to the shelf registration statement on Form S-3ASR of which this prospectus supplement and the accompanying prospectus form a part), our existing stockholders, including preferred stockholders who have received shares of our Class A common stock upon conversion of, or for the payment of dividends on, their mandatory convertible preferred stock, could experience significant dilution in their percentage ownership of the Company. Moreover, any new equity securities we issue could have rights, preferences and privileges senior to those of holders of our Class A common stock.

Recent and future regulatory actions, changes in market conditions and other events may adversely affect the trading price and liquidity of the mandatory convertible preferred stock and the ability of investors to implement a convertible arbitrage trading strategy.

We expect that many investors in the mandatory convertible preferred stock, including potential purchasers of the mandatory convertible preferred stock from investors in this offering, will seek to employ

a convertible arbitrage strategy. Under this strategy, investors typically short sell a certain number of shares of our Class A common stock and adjust their short position over time while they continue to hold the mandatory convertible preferred stock. Investors may also implement this type of strategy by entering into swaps on our Class A common stock in lieu of, or in addition to, short selling shares of our Class A common stock.

The SEC and other regulatory authorities have implemented various rules and taken certain actions, and may in the future adopt additional rules and take other actions, that may impact those engaging in short selling activity involving equity securities (including our Class A common stock). These rules and actions include Rule 201 of SEC Regulation SHO, the adoption by the Financial Industry Regulatory Authority, Inc., and the national securities exchanges of a "limit up-limit down" program, the imposition of market-wide circuit breakers that halt trading of securities for certain periods following specific market declines, and the implementation of certain regulatory reforms required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. Any governmental or regulatory action that restricts investors' ability to effect short sales of our Class A common stock or enter into equity swaps on our Class A common stock could depress the trading price of, and the liquidity of the market for, the mandatory convertible preferred stock.

In addition, the liquidity of the market for our Class A common stock and other market conditions could deteriorate, which could reduce, or eliminate entirely, the number of shares available for lending in connection with short sale transactions and the number of counterparties willing to enter into an equity swap on our Class A common stock with an investor of the mandatory convertible preferred stock. These and other market events could make implementing a convertible arbitrage strategy prohibitively expensive or infeasible. If investors in this offering or potential purchasers of the mandatory convertible preferred stock that seek to employ a convertible arbitrage strategy are unable to do so on commercially reasonable terms, or at all, then the trading price of, and the liquidity of the market for, the mandatory convertible preferred stock may significantly decline.

You may be subject to tax with respect to the mandatory convertible preferred stock, even though you will not receive a corresponding cash distribution.

We will adjust the boundary conversion rates of the mandatory convertible preferred stock for certain events, including the payment of certain cash dividends. If we adjust the boundary conversion rates, then you may be deemed, for U.S. federal income tax purposes, to have received a taxable dividend to the extent of our earnings and profits, without the receipt of any cash. In addition, if we do not adjust (or adjust adequately) the boundary conversion rates after an event that increases your proportionate interest in us (including pursuant to the deferral exception described under the caption "Description of Mandatory Convertible Preferred Stock - Conversion Provisions of the Mandatory Convertible Preferred Stock - Boundary Conversion Rate Adjustments - The Deferral Exception"), then you could be treated as having received a deemed taxable dividend. Moreover, we may make distributions to holders of the mandatory convertible preferred stock that are paid in Class A common stock. Any such distribution may be taxable to the same extent as a cash distribution of the same amount.

We currently expect that all or substantially all of any distribution paid or deemed paid in respect of the mandatory convertible preferred stock will be treated as a dividend for U.S. federal income tax purposes. Accordingly, if a holder receives a non-cash distribution or is treated as receiving a deemed distribution in respect of its mandatory convertible preferred stock, then such holder may be subject to tax even though it has received no cash with which to pay that tax, thus giving rise to an out-of-pocket expense. Any such dividend or deemed dividend may be subject to U.S. federal withholding tax or backup withholding, which may be withheld from or set off against payments or deliveries in respect of the mandatory convertible preferred stock or our Class A common stock, sales proceeds received by you or other funds or assets of yours. See "Description of Mandatory Convertible Preferred Stock - Conversion Provisions of the Mandatory Convertible Preferred Stock - Boundary Conversion Rate Adjustments" and "Material U.S. Federal Income Tax Considerations."

Provisions of the mandatory convertible preferred stock could delay or prevent an otherwise beneficial takeover of us.

Certain provisions in the mandatory convertible preferred stock could make a third-party attempt to acquire us more difficult or expensive. For example, if a takeover constitutes a "make-whole fundamental change" under the certificate of designations establishing the terms of the mandatory convertible preferred stock, then preferred stockholders will have the right to convert their mandatory convertible preferred stock at a potentially increased conversion rate and receive an additional payment, in cash or shares of Class A common stock, to compensate them for future scheduled dividends on their mandatory convertible preferred stock. See "Description of Mandatory Convertible Preferred Stock - Conversion Provisions of the Mandatory Convertible Preferred Stock - Conversion During a Make-Whole Fundamental Change Conversion Period." These make-whole fundamental change provisions could increase the cost of acquiring us or otherwise discourage a third party from acquiring us, including in a transaction that preferred stockholders or holders of our Class A common stock may view as favorable.

The accounting method for the mandatory convertible preferred stock may result in lower reported net earnings attributable to our Class A and non-voting common stockholders and lower reported diluted earnings per share.

The accounting method for reflecting dividends on, and the conversion provisions of, the mandatory convertible preferred stock in our financial statements may adversely affect our reported earnings under GAAP. For example, because dividends on the mandatory convertible preferred stock are cumulative, we expect that dividends that accumulate on the mandatory convertible preferred stock during the applicable reporting period, regardless of whether they are declared or paid, will be deducted from reported net earnings (or added to reported net loss) for that reporting period to arrive at reported earnings (or loss) attributable to our Class A and non-voting common stockholders. Accordingly, we expect this accounting treatment to reduce the amount of reported earnings (or increase the amount of reported loss) attributable to our Class A and non-voting common stockholders. Similarly, we expect that accumulated dividends on the mandatory convertible preferred stock will also reduce our reported basic earnings per share (or increase our reported basic loss per share) of Class A and non-voting common stock.

In addition, we expect that the "if-converted" method will apply to reflect the mandatory convertible preferred stock in the calculation of our diluted earnings per share. Under this method, we expect that diluted earnings per share will be calculated by adding back accumulated dividends on the mandatory convertible preferred stock to earnings attributable to Class A and non-voting common stockholders and assuming that the mandatory convertible preferred stock is converted at the beginning of the reporting period (or, if later, the time the mandatory convertible preferred stock is issued). However, these calculations will not be made if reflecting the mandatory convertible preferred stock in diluted earnings per share in this manner is anti-dilutive. Accordingly, the application of the if-converted method to the mandatory convertible preferred stock may result in lower reported diluted earnings per share.

Following this offering, we plan to present our After-Tax Realized Income per share of Class A common stock, a non-GAAP measure, on an "if-converted" basis assuming all shares of mandatory convertible preferred stock have been converted to Class A shares of common stock at the beginning of the reporting period. We believe that using the "if-converted" method provides additional insight to investors on the potential impact of the mandatory convertible preferred stock once it is converted into Class A common stock no later than October 1, 2027. However, we have not reached a final determination regarding the accounting treatment for the mandatory convertible preferred stock under GAAP, and the description above is preliminary. In addition, accounting standards under GAAP may change in the future. Accordingly, we may account for the mandatory convertible preferred stock under GAAP in a manner that is significantly different than described above.

Because the mandatory convertible preferred stock will initially be held in book-entry form, preferred stockholders must rely on DTC's procedures to exercise their rights and remedies.

We will initially issue the mandatory convertible preferred stock in the form of one or more "global certificates" registered in the name of Cede & Co., as nominee of DTC. Beneficial interests in global certificates will be shown on, and transfers of global certificates will be effected only through, the records maintained by DTC. Except in limited circumstances, we will not issue physical certificates representing the mandatory convertible preferred stock. See "Description of Mandatory Convertible Preferred Stock - Book Entry, Settlement and Clearance." Accordingly, if you own a beneficial interest in a global certificate, then you will not be considered an owner or holder of the mandatory convertible preferred stock. Instead, DTC or

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus supplement, the accompanying prospectus and the information incorporated or deemed incorporated herein contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which reflect our current views with respect to, among other things, future events, operations and financial performance. You can identify these forward-looking statements by the use of forward-looking words such as "outlook," "believes," "expects," "potential," "continues," "may," "will," "should," "seeks," "approximately," "predicts," "intends," "plans," "estimates," "anticipates" or the negative version of those words, other comparable words or other statements that do not relate to historical or factual matters. The forward-looking statements are based on our beliefs, assumptions and expectations of our future performance, taking into account all information currently available to us and are not guarantees of future performance, condition or results and involve a number of risks and uncertainties, including the ability of Ares to consummate the GCP Acquisition and to effectively integrate the acquired business into our operations and to achieve the expected benefits therefrom. Such forward-looking statements are subject to various risks and uncertainties and assumptions relating to our operations, financial results, financial condition, business prospects, growth strategy and liquidity. Some of these factors are described in this prospectus supplement under the heading "Risk Factors," in our Annual Report and our Quarterly Reports under the headings "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Risk Factors" and incorporated by reference in this prospectus supplement and the accompanying prospectus. These factors should not be construed as exhaustive and should be read in conjunction with the risk factors, as such factors may be updated from time to time, and other cautionary statements that are included in this prospectus and in our other periodic filings, which are accessible on the SEC's website at www.sec.gov. If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, our actual results may vary materially from those indicated in these forward-looking statements. New risks and uncertainties arise over time, and it is not possible for us to predict those events or how they may affect us. Therefore, you should not place undue reliance on these forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made. We do not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.

USE OF PROCEEDS

The net proceeds from our issuance and sale of mandatory convertible preferred stock are expected to be approximately $       million (or approximately $       million if the underwriters exercise in full their option to purchase additional mandatory convertible preferred stock from us), after deducting the underwriting discount and estimated offering expenses. We intend to use the net proceeds from our issuance and sale of mandatory convertible preferred stock for (i) the payment of a portion of the cash consideration due in respect of the GCP Acquisition and related fees, costs and expenses and/or (ii) general corporate purposes, including repayment of debt, other strategic acquisitions and growth initiatives. Pending such use, we may invest the net proceeds in short-term investments and/or repay borrowings under our Credit Facility.

We intend to contribute the net proceeds from the sale of the mandatory convertible preferred stock to the Ares Operating Group. In exchange, we expect that the Ares Operating Group will issue a new series of Mirror Units with economic terms designed to mirror those of the mandatory convertible preferred stock. See "Summary - Mirror Units."

We will have broad discretion to use the net proceeds of this offering if the GCP Acquisition is not consummated. If the proposed GCP Acquisition has not closed as of the close of business on October 1, 2025 (or such later date corresponding to the Outside Date as extended pursuant to the GCP Acquisition Agreement), or if, before such time, the GCP Acquisition Agreement is terminated in accordance with its terms or our board of directors determines, in its good faith judgment, that the closing of the GCP Acquisition will not occur, then we may exercise our option to redeem all, but not less than all, of our mandatory convertible preferred stock or we may use the net proceeds of this offering for other purposes, which may include repayment of debt, strategic acquisitions, growth initiatives and other general corporate purposes. See "Risk Factors - Risks Related to the GCP Acquisition - We cannot assure you that the proposed GCP Acquisition will be completed on a timely basis or at all."

We estimate that the offering expenses will be approximately $       .

DIVIDEND POLICY

We have adopted a dividend policy to provide a steady quarterly dividend for each calendar year that will be pegged to our after-tax fee related earnings. In 2024, we intend to pay a $0.93 dividend per share of our Class A common stock per quarter. Our fixed dividend will be reassessed each year based upon the level and growth of our after-tax fee related earnings. The declaration, payment and determination of the amount of quarterly dividends, if any, will be at the sole discretion of our board of directors, which may change our dividend policy at any time.

DESCRIPTION OF MANDATORY CONVERTIBLE PREFERRED STOCK

The following is a summary of certain provisions of our     % Series B Mandatory Convertible Preferred Stock (the "mandatory convertible preferred stock"). It is only a summary and is not complete. The terms of our mandatory convertible preferred stock will be set forth in a certificate of designations (the "certificate of designations") and our second amended and restated certificate of incorporation (the "certificate of incorporation"). We qualify this summary by referring you to the certificate of designations and our certificate of incorporation, because they, and not this summary, define your rights as a holder of the mandatory convertible preferred stock. We will provide you with a copy of the certificate of designations, which includes the form of the global certificates that will represent the mandatory convertible preferred stock, and our certificate of incorporation, as provided under the caption "Where You Can Find Additional Information."

Certain terms used in this summary are defined below under the caption "- Definitions." Certain other terms used in this summary are defined in the certificate of designations.

References to "we," "us" and "our" in this section refer to Ares Management Corporation only and not to any of its subsidiaries. As used in this section, the term "including" means "including without limitation."

This "Description of Mandatory Convertible Preferred Stock" section supplements and, to the extent inconsistent therewith, supersedes the information in the accompanying prospectus under the caption "Description of Capital Stock - Preferred Stock."

Generally

Our certificate of incorporation authorizes us to issue up to 1,000,000,000 shares of preferred stock, $0.01 par value per share, in one or more series, and authorizes our board of directors to designate the preferences, rights and other terms of each series. As of the date of this prospectus supplement, no shares of preferred stock were outstanding. We will issue 27,000,000 shares (or, if the underwriters fully exercise their over-allotment option, 30,000,000 shares) of mandatory convertible preferred stock in this offering.

Subject to applicable law, we or our subsidiaries may directly or indirectly repurchase or otherwise acquire mandatory convertible preferred stock in the open market or otherwise, whether through private or public tender or exchange offers, cash-settled swaps or other cash-settled derivatives, without the consent of, or notice to, the holders. The certificate of designations requires us to promptly deliver to the transfer agent for cancellation all mandatory convertible preferred stock that we or our subsidiaries have purchased or otherwise acquired.

Transfer Agent, Registrar, Conversion Agent and Paying Agent

Equiniti Trust Company, LLC is the transfer agent and registrar for our Class A common stock and will act as the initial transfer agent, registrar, conversion agent and paying agent for the mandatory convertible preferred stock. However, we may at any time designate any additional or rescind the designation of any transfer agent, registrar, paying agent or conversion agent, and we or any of our subsidiaries may choose to act as registrar, paying agent or conversion agent as well, without prior notice to the preferred stockholders.

Registered Holders

Absent manifest error, a person in whose name any share of mandatory convertible preferred stock is registered on the registrar's books will be considered to be the holder of that share for all purposes, and only registered holders will have rights under our certificate of incorporation and certificate of designations as holders of the mandatory convertible preferred stock. Unless any global certificates are exchanged for physical certificates pursuant to the procedures set forth under the caption "- Book Entry, Settlement and Clearance," Cede & Co., as nominee of DTC, will be the sole registered holder of the mandatory convertible preferred stock.

The mandatory convertible preferred stock will initially be issued in global form, represented by one or more global certificates registered in the name of Cede & Co., as nominee of DTC, and DTC will act as the initial depositary for the mandatory convertible preferred stock. In limited circumstances, global certificates may be exchanged for physical certificates registered in the name of the applicable preferred stockholder. See

"- Book Entry, Settlement and Clearance" for a definition of these terms and a description of certain DTC procedures that will be applicable to mandatory convertible preferred stock represented by global certificates.

Transfers and Exchanges

A preferred stockholder may transfer or exchange its mandatory convertible preferred stock at the office of the registrar in accordance with the certificate of designations. We, the transfer agent and the registrar may require the preferred stockholder to, among other things, deliver appropriate endorsements or transfer instruments as we or they may reasonably require. In addition, subject to the terms of the certificate of designations, we, the transfer agent and the registrar may refuse to register the transfer or exchange of any share of mandatory convertible preferred stock that is subject to conversion or redemption.

Listing

We intend to apply to list the mandatory convertible preferred stock on The New York Stock Exchange under the symbol "ARES.PRB." If the listing is approved, we expect trading to commence within 30 days after the "initial issue date" ​(as defined below under the caption "- Definitions"). However, our listing application may not be approved. Moreover, even if the listing is approved, a liquid trading market for the mandatory convertible preferred stock may not develop, and the listing may be subsequently withdrawn. Accordingly, you may not be able to sell your mandatory convertible preferred stock at the times you wish to or at favorable prices, if at all.

Payments on the Mandatory Convertible Preferred Stock

We will pay (or cause the paying agent to pay) all declared cash dividends or other cash amounts due on any mandatory convertible preferred stock represented by a global certificate by wire transfer of immediately available funds or otherwise in accordance with the applicable procedures of the depositary. We will pay (or cause the paying agent to pay) all declared cash dividends or other cash amounts due on any mandatory convertible preferred stock represented by a physical certificate as follows:

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if the aggregate "liquidation preference" ​(as defined below under the caption "- Definitions") of the mandatory convertible preferred stock represented by such physical certificate is at least $5.0 million (or such lower amount as we may choose in our sole and absolute discretion) and the holder of such mandatory convertible preferred stock entitled to such cash dividend or amount has delivered to the paying agent, no later than the time set forth below, a written request to receive payment by wire transfer to an account of such holder within the United States, by wire transfer of immediately available funds to such account; and

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in all other cases, by check mailed to the address of such holder set forth in the register for the mandatory convertible preferred stock.

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To be timely, a written request referred to in the first bullet point above must be delivered no later than the "close of business" ​(as defined below under the caption "- Definitions") on the following date: (i) with respect to the payment of any declared cash dividend due on a dividend payment date for the mandatory convertible preferred stock, the immediately preceding regular record date; and (ii) with respect to any other payment, the date that is 15 calendar days immediately before the date such payment is due.

If the due date for a payment on any mandatory convertible preferred stock is not a "business day" ​(as defined below under the caption "- Definitions"), then such payment may be made on the immediately following business day with the same force and effect as if such payment were made on that due date, and no interest, dividend or other amount will accrue or accumulate on such payment as a result of the related delay. Solely for purposes of the immediately preceding sentence, a day on which the applicable place of payment is authorized or required by law or executive order to close or be closed will be deemed not to be a "business day."

Ranking

The mandatory convertible preferred stock will rank as follows:

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senior to (i) "dividend junior stock" ​(as defined below under the caption "- Definitions") with respect to the payment of dividends; and (ii) "liquidation junior stock" ​(as defined below under the caption "- Definitions") with respect to the distribution of assets upon our liquidation, dissolution or winding up;

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equally with (i) "dividend parity stock" ​(as defined below under the caption "- Definitions") with respect to the payment of dividends; and (ii) "liquidation parity stock" ​(as defined below under the caption "- Definitions") with respect to the distribution of assets upon our liquidation, dissolution or winding up;

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junior to (i) "dividend senior stock" ​(as defined below under the caption "- Definitions") with respect to the payment of dividends; and (ii) "liquidation senior stock" ​(as defined below under the caption "- Definitions") with respect to the distribution of assets upon our liquidation, dissolution or winding up;

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junior to our existing and future indebtedness and other liabilities; and

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structurally junior to all of our subsidiaries' existing and future indebtedness and other liabilities, including trade payables, and (to the extent we are not a holder thereof) capital stock.

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As of June 30, 2024, excluding intercompany indebtedness, we had approximately $2,567.0 million in consolidated debt obligations outstanding and no outstanding class of equity securities that would rank equally with or senior to the mandatory convertible preferred stock with respect to the payment of dividends or the distribution of assets upon our liquidation, dissolution or winding up.

Dividends

Generally

The mandatory convertible preferred stock will accumulate cumulative dividends at a rate per annum equal to     % on the liquidation preference thereof, regardless of whether or not declared or funds are legally available for their payment. Subject to the other provisions described below, such dividends will be payable when, as and if declared by our "board of directors" ​(as defined below under the caption "- Definitions"), out of funds legally available for their payment to the extent paid in cash, quarterly in arrears on each "dividend payment date" ​(as defined below under the caption "- Definitions") to the preferred stockholders of record as of the close of business on the "regular record date" ​(as defined below under the caption "- Definitions") immediately preceding the applicable dividend payment date. Dividends on the mandatory convertible preferred stock will accumulate from, and including, the last date to which dividends have been paid (or, if no dividends have been paid, from, and including, the initial issue date) to, but excluding, the next dividend payment date, and dividends will cease to accumulate from and after October 1, 2027. No interest, dividend or other amount will accrue or accumulate on any dividend on the mandatory convertible preferred stock that is not declared or paid on the applicable dividend payment date.

Accumulated dividends will be computed on the basis of a 360-day year consisting of twelve 30-day months. If declared in full for payment in cash, the first scheduled dividend on the mandatory convertible preferred stock payable on January 1, 2025 will be approximately $      per share, assuming the initial issue date is                 , 2024. Each subsequent scheduled quarterly dividend, if declared in full for payment in cash, will be $      per share.

Declared dividends on the mandatory convertible preferred stock will be payable, at our election, in cash, shares of our Class A common stock or a combination of cash and shares of our Class A common stock, in the manner, and subject to the provisions, described below under the caption "- Method of Payment." References in this "Description of Mandatory Convertible Preferred Stock" section to dividends "paid" on the mandatory convertible preferred stock, and any other similar language, will be deemed to include dividends paid thereon in shares of Class A common stock in accordance with the provisions described in this "- Dividends" section.

Each payment of declared dividends on the mandatory convertible preferred stock will be applied to the earliest "dividend period" ​(as defined below under the caption "- Definitions") for which dividends have not yet been paid.

Method of Payment

Generally

Each declared dividend on the mandatory convertible preferred stock will be paid in cash unless we elect, by sending written notice to each preferred stockholder no later than the 10th "scheduled trading day" ​(as defined below under the caption "- Definitions") before the applicable dividend payment date, to pay all or any portion of such dividend in shares of our Class A common stock. Such written notice must state the total dollar amount of the declared dividend per share of mandatory convertible preferred stock and the respective dollar portions thereof that will be paid in cash and in shares of our Class A common stock. Any such election made in such written notice, once sent, will be irrevocable (as to the applicable declared dividend) and will apply to all shares of mandatory convertible preferred stock then outstanding. We will not be permitted to send such a written notice if it conflicts with any irrevocable election that we have made pursuant to the provisions described in the following paragraph.

In addition, we will have the right, exercisable by sending notice to each preferred stockholder, to elect to irrevocably fix the respective percentage portions of the dollar amounts of all future declared dividends on the mandatory convertible preferred stock that will be paid in cash and in shares of our Class A common stock. If we make such an irrevocable election, then such election will apply to all declared dividends on the mandatory convertible preferred stock whose regular record date occurs on or after the fifth scheduled trading day after the date on which we have sent notice of such irrevocable election to the preferred stockholders. If we make an irrevocable election pursuant to the provisions described in this paragraph, then we will, substantially concurrently, either post the substance of such irrevocable election on our website or disclose the same in a current report on Form 8-K (or any successor form) that is filed with, or furnished to, the SEC.

Dividends Paid Partially or Entirely in Shares of Class A Common Stock

The number of shares of Class A common stock payable in respect of any dollar amount of a declared dividend that we have elected to pay in shares of Class A common stock will be (x) such dollar amount, divided by (y) the "dividend stock price" ​(as defined below under the caption "- Definitions") for such dividend. However, notwithstanding anything to the contrary, in no event will the total number of shares of Class A common stock issuable per share of mandatory convertible preferred stock as payment for a declared dividend exceed an amount equal to (x) the total dollar amount of such declared dividend per share of mandatory convertible preferred stock (including, for the avoidance of doubt, the portion thereof that we have not elected to pay in shares of Class A common stock), divided by (y) the "floor price" ​(as defined below under the caption "- Definitions") in effect on the last "VWAP trading day" ​(as defined below under the caption "- Definitions") of the related "dividend stock price observation period" ​(as defined below under the caption "- Definitions"). If the dollar amount of such declared dividend per share of mandatory convertible preferred stock that we have elected to pay in shares of Class A common stock exceeds the product of such dividend stock price and the number of shares of Class A common stock delivered or deliverable (without regard to our obligation to pay cash in lieu of any fractional share of Class A common stock) per share of mandatory convertible preferred stock in respect of such dividend, then we will, to the extent we are legally able to do so, declare and pay, on the relevant dividend payment date, such excess amount in cash ratably in respect of all shares of mandatory convertible preferred stock then outstanding.

The initial floor price for the mandatory convertible preferred stock is $      per share of Class A common stock. The floor price will be subject to adjustment, as provided in the definition of "floor price" under the caption "- Definitions," whenever the "boundary conversion rates" ​(as defined below under the caption "- Definitions") are adjusted pursuant to the provisions described below under the caption "- Conversion Provisions of the Mandatory Convertible Preferred Stock - Boundary Conversion Rate Adjustments."

Payment of Cash in Lieu of any Fractional Share of Class A Common Stock

Notwithstanding anything to the contrary in the provisions described above, in lieu of delivering any fractional share of Class A common stock otherwise issuable as payment for all or any portion of a declared dividend that we have elected to pay in shares of Class A common stock, we will, to the extent we are legally able to do so, pay cash based on the "daily VWAP" ​(as defined below under the caption "- Definitions") per share of our Class A common stock on the last VWAP trading day of the relevant dividend stock price observation period.

When Preferred Stockholders Become Stockholders of Record of Shares of Class A Common Stock Issued as Payment for a Declared Dividend

If we have elected to pay all or any portion of a declared dividend on any share of mandatory convertible preferred stock in shares of Class A common stock, then such shares of Class A common stock, when issued, will be registered in the name of the holder of such share of mandatory convertible preferred stock as of the close of business on the related regular record date, and such holder will be deemed to become the holder of record of such shares of Class A common stock as of the close of business on the last VWAP trading day of the related dividend stock price observation period.

Settlement Delayed if Necessary to Calculate the Dividend Stock Price

If we have elected to pay all or any portion of a declared dividend in shares of Class A common stock and the last VWAP trading day of the related dividend stock price observation period occurs on or after the related dividend payment date, then the payment of such declared dividend will be made on the business day immediately after such last VWAP trading day and no interest, dividend or other amount will accrue or accumulate during the related period as a result of the related delay.

Securities Laws Matters

If, in our reasonable judgment, the issuance of shares of Class A common stock as payment for any declared dividend on the mandatory convertible preferred stock, or the resale of those shares by preferred stockholders or beneficial owners that are not, and have not at any time during the preceding three months been, an "affiliate" ​(as defined below under the caption "- Definitions") of ours, requires registration under the Securities Act, then we will use our commercially reasonable efforts to:

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file and cause there to become effective under the Securities Act a registration statement covering such issuance or covering such resales from time to time, pursuant to Rule 415 under the Securities Act, by such preferred stockholders or beneficial owners, as applicable; and

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keep such registration statement effective under the Securities Act until all such shares are resold pursuant to such registration statement or are, or would be, eligible for resale without restriction, pursuant to Rule 144 under the Securities Act (or any successor rule), by preferred stockholders that are not, and have not at any time during the preceding three months been, an affiliate of ours.

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In addition, we will use our commercially reasonable efforts to qualify or register such shares under applicable U.S. state securities laws, to the extent required in our reasonable judgment.

Treatment of Dividends Upon Redemption or Conversion

If the "acquisition non-occurrence redemption date" ​(as defined below under the caption "- Optional Redemption Upon an Acquisition Non-Occurrence Event - Redemption Date") or the "conversion date" (as defined below under the caption "- Definitions"), as the case may be, of any share of mandatory convertible preferred stock is after a regular record date for a declared dividend on the mandatory convertible preferred stock and on or before the next dividend payment date, then the holder of such share at the close of business on such regular record date will be entitled, notwithstanding such redemption or conversion, as applicable, to receive, on or, at our election, before such dividend payment date, such declared dividend on such share.

Except as described in the preceding paragraph or below under the captions "- Optional Redemption Upon an Acquisition Non-Occurrence Event," "- Conversion Provisions of the Mandatory Convertible

Preferred Stock - Mandatory Conversion - Unpaid Accumulated Dividend Amount," "- Early Conversion at the Option of the Preferred Stockholders - Unpaid Accumulated Dividend Amount" and "- Conversion During a Make-Whole Fundamental Change Conversion Period - Unpaid Accumulated Dividend Amount and Future Dividend Present Value Amount," dividends on any share of mandatory convertible preferred stock will cease to accumulate from and after the acquisition non-occurrence redemption date or conversion date, as applicable, for such share.

Limitations on Our Ability to Pay Dividends

We may not have sufficient cash to pay dividends on the mandatory convertible preferred stock. In addition, applicable law (including the Delaware General Corporation Law), regulatory authorities and the agreements governing our current and future indebtedness may restrict our ability to pay dividends on the mandatory convertible preferred stock. Similarly, statutory, contractual or other restrictions may limit our subsidiaries' ability to pay dividends or make distributions, loans or advances to us to enable us to pay cash dividends on the mandatory convertible preferred stock. See "Risk Factors - Risks Related to the Offering, Our Mandatory Convertible Preferred Stock and Our Class A Common Stock - We are a holding company and will depend upon funds from our subsidiaries, including the Ares Operating Group, to pay cash dividends on the mandatory convertible preferred stock. As a holding Company, the Ares Operating Group is dependent on distributions from its subsidiaries to make distributions on the Mirror Units" and "- We may not have sufficient funds to pay, or may choose not to pay, dividends on the mandatory convertible preferred stock. In addition, regulatory and contractual restrictions may prevent us from declaring or paying dividends."

Priority of Dividends; Limitation on Junior Payments; No Participation Rights

Except as described below under "- Limitation on Dividends on Parity Stock" and "- Limitation on Junior Payments," the certificate of designations will not prohibit or restrict us or our board of directors from declaring or paying any dividend or distribution (whether in cash, securities or other property, or any combination of the foregoing) on any class or series of our stock and, unless such dividend or distribution is declared on the mandatory convertible preferred stock, the mandatory convertible preferred stock will not be entitled to participate in such dividend or distribution.

For purposes of the following two paragraphs, a dividend on the mandatory convertible preferred stock will be deemed to have been paid if such dividend is declared and consideration in kind and amount that is sufficient, in accordance with the certificate of designations, to pay such dividend is set aside for the benefit of the preferred stockholders entitled thereto.

Limitation on Dividends on Parity Stock

If:

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less than all accumulated and unpaid dividends on the outstanding mandatory convertible preferred stock have been declared and paid as of any dividend payment date; or

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our board of directors declares a dividend on the mandatory convertible preferred stock that is less than the total amount of unpaid dividends on the outstanding mandatory convertible preferred stock that would accumulate to, but excluding, the dividend payment date following such declaration,

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then, until and unless all accumulated and unpaid dividends on the outstanding mandatory convertible preferred stock have been paid, no dividends may be declared or paid on any class or series of dividend parity stock unless dividends are simultaneously declared on the mandatory convertible preferred stock on a pro rata basis, such that (i) the ratio of (x) the dollar amount of dividends so declared per share of mandatory convertible preferred stock to (y) the dollar amount of the total accumulated and unpaid dividends per share of mandatory convertible preferred stock immediately before the payment of such dividend is no less than (ii) the ratio of (x) the dollar amount of dividends so declared or paid per share of such class or series of dividend parity stock to (y) the dollar amount of the total accumulated and unpaid dividends per share of such class or series of dividend parity stock immediately before the payment of such dividend (which dollar amount in this clause (y) will, if dividends on such class or series of dividend parity stock are not cumulative, be the full amount of dividends per share thereof in respect of the most recent dividend period thereof).

Limitation on Junior Payments

If any mandatory convertible preferred stock is outstanding, then no dividends or distributions (whether in cash, securities or other property, or any combination of the foregoing) will be declared or paid on any of our "junior stock" ​(as defined below under the caption "- Definitions"), and neither we nor any of our "subsidiaries" ​(as defined below under the caption "- Definitions") will purchase, redeem or otherwise acquire for value (whether in cash, securities or other property, or any combination of the foregoing) any of our junior stock, in each case unless all accumulated dividends on the mandatory convertible preferred stock then outstanding for all prior completed dividend periods, if any, have been paid in full. However, the restrictions described in the preceding sentence will not apply to the following:

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dividends and distributions on junior stock that are payable solely in shares of junior stock, together with cash in lieu of any fractional share;

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purchases, redemptions or other acquisitions of junior stock with the proceeds of a substantially concurrent sale of other junior stock;

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purchases, redemptions or other acquisitions of junior stock in connection with the administration of any equity award or benefit or other incentive plan of ours (including any employment contract) in the ordinary course of business, including (x) the forfeiture of unvested shares of restricted stock, or any withholdings (including withholdings effected by a repurchase or similar transaction), or other surrender, of shares that would otherwise be deliverable upon exercise, delivery or vesting of equity awards under any such plan or contract, in each case whether for payment of applicable taxes or the exercise price, or otherwise; (y) cash paid in connection therewith in lieu of issuing any fractional share; and (z) purchases of junior stock pursuant to a publicly announced repurchase plan to offset the dilution resulting from issuances pursuant to any such plan or contract; provided, however, that repurchases pursuant to this clause (z) will be permitted pursuant to the exception described in this bullet point only to the extent that the number of shares of junior stock so repurchased does not exceed the related "number of incremental diluted shares" ​(as defined below under the caption "- Definitions");

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purchases, or other payments in lieu of the issuance, of any fractional share of junior stock in connection with the conversion, exercise or exchange of such junior stock or of any securities convertible into, or exercisable or exchangeable for, junior stock;

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(x) dividends and distributions of junior stock, or rights to acquire junior stock, pursuant to a stockholder rights plan; and (y) the redemption or repurchase of such rights pursuant to such stockholder rights plan;

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purchases of junior stock pursuant to a binding contract (including a stock repurchase plan) to make such purchases, if such contract was in effect before the initial issue date;

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the settlement of any convertible note hedge transactions or capped call transactions entered into in connection with the issuance, by us or any of our subsidiaries, of any debt securities that are convertible into, or exchangeable for, our common stock (or into or for any combination of cash and our common stock based on the value of our common stock), provided such convertible note hedge transactions or capped call transactions, as applicable, are on customary terms and were entered into either (x) before the initial issue date or (y) in compliance with the provision described in the first sentence under this "- Limitation on Junior Payments" section;

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the acquisition, by us or any of our subsidiaries, of record ownership of any junior stock solely on behalf of persons (other than us or any of our subsidiaries) that are the beneficial owners thereof, including as trustee or custodian; and

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the exchange, conversion or reclassification of junior stock solely for or into other junior stock, together with the payment, in connection therewith, of cash in lieu of any fractional share.

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For the avoidance of doubt, the provisions described in this "- Limitation on Junior Payments" section will not prohibit or restrict the payment or other acquisition for value of any debt securities that are convertible into, or exchangeable for, any junior stock.

Rights Upon Our Liquidation, Dissolution or Winding Up

If we liquidate, dissolve or wind up, whether voluntarily or involuntarily, then, subject to the rights of any of our creditors or holders of any outstanding liquidation senior stock, each share of mandatory convertible preferred stock will entitle the holder thereof to receive payment for the following amount out of our assets or funds legally available for distribution to our stockholders, before any such assets or funds are distributed to, or set aside for the benefit of, any liquidation junior stock:

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the liquidation preference per share of mandatory convertible preferred stock, which is equal to $50.00 per share; and

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all unpaid dividends that will have accumulated on such share to, but excluding, the date of such payment.

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Upon payment of such amount in full on the outstanding mandatory convertible preferred stock, holders of the mandatory convertible preferred stock will have no rights to our remaining assets or funds, if any. If such assets or funds are insufficient to pay such amount in full on all outstanding shares of mandatory convertible preferred stock and the corresponding amounts payable in respect of all outstanding shares of liquidation parity stock, if any, then, subject to the rights of any of our creditors or holders of any outstanding liquidation senior stock, such assets or funds will be distributed ratably on the outstanding shares of mandatory convertible preferred stock and liquidation parity stock in proportion to the full accumulated and unpaid respective distributions to which such shares would otherwise be entitled.

For purposes of the provisions described above in this "- Rights Upon Our Liquidation, Dissolution or Winding Up" section, our consolidation or combination with, or merger with or into, or the sale, lease or other transfer of all or substantially all of our assets (other than a sale, lease or other transfer in connection with our liquidation, dissolution or winding up) to, another person will not, in itself, constitute our liquidation, dissolution or winding up under the certificate of designations, even if, in connection therewith, the mandatory convertible preferred stock is converted into, or is exchanged for, or represents solely the right to receive, other securities, cash or other property, or any combination of the foregoing.

We may have no assets or funds available for payment on the mandatory convertible preferred stock upon our liquidation, dissolution or winding up. See "Risk Factors - Risks Related to the Offering, Our Mandatory Convertible Preferred Stock and Our Class A Common Stock - The mandatory convertible preferred stock will be junior to our indebtedness and will be structurally junior to the liabilities of our subsidiaries."

Voting Rights

The mandatory convertible preferred stock will have no voting rights except as described below, as provided in our certificate of incorporation or as required by the Delaware General Corporation Law.

Right to Designate Two Preferred Stock Directors Upon a Dividend Non-Payment Event

Generally

If a "dividend non-payment event" ​(as defined below under the caption "- Definitions") occurs, then, subject to the other provisions described below, we will cause the authorized number of our directors to be increased by two and the preferred stockholders, voting together as a single class with the holders of each class or series of voting parity stock, if any, will have the right to elect two directors to fill such two new directorships (the "preferred stock directors") at our next annual meeting of stockholders (or, if earlier, at a special meeting of our stockholders called for such purpose in accordance with the procedures described below under the caption "- The Right to Call a Special Meeting to Elect Preferred Stock Directors") and at each following annual meeting of our stockholders until such dividend non-payment event has been cured, at which time such right will terminate with respect to the mandatory convertible preferred stock until and unless a subsequent dividend non-payment event occurs. However, as a condition to the election of any such director, such election must not cause us to violate any rule of the New York Stock Exchange or any other securities exchange or other trading facility on which any of our securities are then listed or qualified for trading requiring that a majority of our directors be independent. We refer to this condition as the "director

qualification requirement." In addition, our board of directors will at no time include more than two preferred stock directors. Upon the termination of such right with respect to the mandatory convertible preferred stock and all other outstanding voting parity stock, if any, the term of office of each person then serving as a preferred stock director will immediately and automatically terminate and the authorized number of our directors will automatically decrease by two.

Each preferred stock director will hold office until our next annual meeting of stockholders or, if earlier, upon his or her death, resignation or removal or the termination of the term of such office as described above.

Removal and Vacancies of the Preferred Stock Directors

At any time, each preferred stock director may be removed either (i) with cause in accordance with applicable law; or (ii) with or without cause by the affirmative vote of the preferred stockholders, voting together as a single class with the holders of each class or series of voting parity stock, if any, with similar voting rights that are then exercisable, representing a majority of the combined voting power of the mandatory convertible preferred stock and such voting parity stock.

During the continuance of a dividend non-payment event, a vacancy in the office of any preferred stock director (other than vacancies before the initial election of the preferred stock directors in connection with such dividend non-payment event) may be filled, subject to the director qualification requirement, by the remaining preferred stock director or, if there is no remaining preferred stock director or such vacancy resulted from the removal of a preferred stock director, by the affirmative vote of the preferred stockholders, voting together as a single class with the holders of each class or series of voting parity stock, if any, with similar voting rights that are then exercisable, representing a majority of the combined voting power of the mandatory convertible preferred stock and such voting parity stock.

The Right to Call a Special Meeting to Elect Preferred Stock Directors

During the continuance of a dividend non-payment event, the preferred stockholders, and holders of each class or series of voting parity stock, if any, with similar voting rights that are then exercisable, representing at least 25% of the combined voting power of the mandatory convertible preferred stock and such voting parity stock will have the right to call a special meeting of stockholders for the election of preferred stock directors (including an election to fill any vacancy in the office of any preferred stock director). Such right may be exercised by written notice, executed by such preferred stockholders and holders of voting parity stock, as applicable, delivered to us at our principal executive offices (except that, in the case of any global certificate representing the mandatory convertible preferred stock or such voting parity stock, such notice must instead comply with the applicable "depositary procedures" ​(as defined below under the caption "- Definitions")). However, if our next annual or special meeting of stockholders is scheduled to occur within 90 days after such right is exercised, and we are otherwise permitted to conduct such election at such next annual or special meeting, then such election will instead be included in the agenda for, and conducted at, such next annual or special meeting.

Voting and Consent Rights with Respect to Specified Matters

Subject to the other provisions described below, while any mandatory convertible preferred stock is outstanding, each of the following events will require, and cannot be effected without, the affirmative vote or consent of preferred stockholders, and holders of each class or series of voting parity stock, if any, with similar voting or consent rights with respect to such event, representing at least two thirds of the combined outstanding voting power of the mandatory convertible preferred stock and such voting parity stock, if any:

(1)

any amendment or modification of our certificate of incorporation to authorize or create, or to increase the authorized number of shares of, any class or series of dividend senior stock or liquidation senior stock;

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(2)

any amendment, modification or repeal of any provision of our certificate of incorporation or the certificate of designations that, individually or in the aggregate with all other such amendments, modifications or repeals made pursuant to the provision described in this clause (2), materially and

​

adversely affects the rights, preferences or voting powers of the mandatory convertible preferred stock (other than an amendment, modification or repeal permitted by the provisions described below under the caption "- Certain Amendments Permitted Without Consent"); or

(3)

our consolidation or combination with, or merger with or into, another person, or any binding or statutory share exchange or reclassification involving the mandatory convertible preferred stock, in each case unless:

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(a)

the mandatory convertible preferred stock either (i) remains outstanding after such consolidation, combination, merger, share exchange or reclassification; or (ii) is converted or reclassified into, or is exchanged for, or represents solely the right to receive, preference securities of the continuing, resulting or surviving person of such consolidation, combination, merger, share exchange or reclassification, or the parent thereof;

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(b)

the mandatory convertible preferred stock that remains outstanding or such preference securities, as applicable, have rights, preferences and voting powers that, taken as a whole, are not materially less favorable to the holders thereof than the rights, preferences and voting powers, taken as a whole, of the mandatory convertible preferred stock immediately before the consummation of such consolidation, combination, merger, share exchange or reclassification; and

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(c)

if not us, the issuer of the mandatory convertible preferred stock that remains outstanding or such preference securities, as applicable, is a corporation duly organized and existing under the laws of the United States of America, any State thereof or the District of Columbia (who, if not us, will, for the avoidance of doubt, succeed us under the certificate of designations).

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However, a consolidation, combination, merger, share exchange or reclassification that satisfies the requirements of clauses (a), (b) and (c) of paragraph (3) above will not require any vote or consent pursuant to paragraph (1) or (2) above. In addition, each of the following will be deemed not to adversely affect the rights, preferences or voting powers of the mandatory convertible preferred stock (or cause any of the rights, preferences or voting powers of any such preference securities to be materially less favorable as described above) and will not require any vote or consent pursuant to any of the preceding clauses (1), (2) or (3):

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any increase in the number of the authorized but unissued shares of our undesignated preferred stock;

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•

any increase in the number of authorized or issued shares of mandatory convertible preferred stock;

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•

the creation and issuance, or increase in the authorized or issued number, of any class or series of stock that is neither dividend senior stock nor liquidation senior stock; and

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•

the application of the provisions described below under the caption "- Conversion Provisions of the Mandatory Convertible Preferred Stock - Effect of Class A Common Stock Change Event," including the execution and delivery of any supplemental instruments described under such caption solely to give effect to such provisions.

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If any event described in paragraphs (1), (2) or (3) above would adversely (and, in the case of paragraph (2), individually or in the aggregate with all other amendments, modifications or repeals referred to in such paragraph, materially) affect the rights, preferences or voting powers of one or more, but not all, classes or series of voting parity stock (which term, solely for these purposes, includes the mandatory convertible preferred stock), then those classes or series whose rights, preferences or voting powers would not be adversely (and, in the case of paragraph (2), individually or in the aggregate with all other amendments, modifications or repeals referred to in such paragraph, materially) affected will be deemed not to have voting or consent rights with respect to such event. Furthermore, an amendment, modification or repeal described in paragraph (2) above that, individually or in the aggregate with all other amendments, modifications or repeals referred to in such paragraph, materially adversely affects the special rights, preferences or voting powers of the mandatory convertible preferred stock cannot be effected without the affirmative vote or consent of preferred stockholders, voting separately as a class, of at least two thirds of the mandatory convertible preferred stock then outstanding.

Certain Amendments Permitted Without Consent

Notwithstanding anything to the contrary described in paragraph (2) above under the caption "- Voting and Consent Rights with Respect to Specified Matters," we may amend, modify or repeal any of the terms of the mandatory convertible preferred stock without the vote or consent of any preferred stockholder to:

•

cure any ambiguity or correct any omission, defect or inconsistency in the certificate of designations or the certificates representing the mandatory convertible preferred stock, including the filing of a certificate of correction, or a corrected instrument, pursuant to Section 103(f) of the Delaware General Corporation Law in connection therewith;

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•

conform the provisions of the certificate of designations or the certificates, if any, representing the mandatory convertible preferred stock to this "Description of Mandatory Convertible Preferred Stock" section, as supplemented by the related pricing term sheet; or

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•

make any other change to our certificate of incorporation, the certificate of designations or the certificates representing the mandatory convertible preferred stock that does not, individually or in the aggregate with all other such changes, materially and adversely affect the rights of any preferred stockholder (other than preferred stockholders that have consented to such change).

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Procedures for Voting and Consents

If any vote or consent of the preferred stockholders will be held or solicited, including at a regular annual meeting or a special meeting of stockholders, then our board of directors will adopt customary rules and procedures at its discretion to govesuch vote or consent, subject to the other provisions described in this section. Such rules and procedures may include fixing a record date to determine the preferred stockholders (and, if applicable, holders of voting parity stock) that are entitled to vote or provide consent, as applicable, rules governing the solicitation and use of proxies or written consents and customary procedures for the nomination and designation, by preferred stockholders (and, if applicable, holders of voting parity stock), of preferred stock directors for election. Without limiting the foregoing, the persons calling any special meeting of stockholders pursuant to the provisions described above under "- Right to Designate Two Preferred Stock Directors Upon a Dividend Non-Payment Event - The Right to Call a Special Meeting to Elect Preferred Stock Directors" will, at their election, be entitled to specify one or more preferred stock director nominees in the notice referred to in such section, if such special meeting is scheduled to include the election of any preferred stock director (including an election to fill any vacancy in the office of any preferred stock director).

Each share of mandatory convertible preferred stock will be entitled to one vote on each matter on which the holders of the mandatory convertible preferred stock are entitled to vote separately as a class and not together with the holders of any other class or series of stock (except as described in this section with respect to voting parity stock). The respective voting powers of the mandatory convertible preferred stock and all classes or series of voting parity stock entitled to vote on any matter together as a single class will be determined (including for purposes of determining whether a plurality, majority or other applicable portion of votes has been obtained) in proportion to their respective liquidation amounts. Solely for these purposes, the liquidation amount of the mandatory convertible preferred stock or any such class or series of voting parity stock will be the maximum amount payable in respect of the mandatory convertible preferred stock or such class or series, as applicable, assuming we are liquidated on the record date for the applicable vote or consent (or, if there is no record date, on the date of such vote or consent).

At any meeting in which the mandatory convertible preferred stock (and, if applicable, any class or series of voting parity stock) is entitled to elect any preferred stock director (including to fill any vacancy in the office of any preferred stock director), the presence, in person or by proxy, of holders of mandatory convertible preferred stock (and, if applicable, holders of each such class or series) representing a majority of the outstanding voting power of the mandatory convertible preferred stock (and, if applicable, each such class or series) will constitute a quorum. The affirmative vote of a majority of the outstanding voting power of the mandatory convertible preferred stock (and, if applicable, each such class or series) cast at such a meeting at which a quorum is present will be sufficient to elect the preferred stock director(s).

A consent or affirmative vote of the preferred stockholders pursuant to the provisions described above under the caption "- Voting and Consent Rights with Respect to Specified Matters" may be given or

obtained either in writing without a meeting or in person or by proxy at a regular annual meeting or a special meeting of stockholders.

Conversion Provisions of the Mandatory Convertible Preferred Stock

Generally

The mandatory convertible preferred stock will be convertible into shares of our Class A common stock (together, if applicable, with cash in lieu of any fractional share of Class A common stock and, in certain circumstances, cash in payment for certain dividends on the mandatory convertible preferred stock) in the manner described below. In no event will any preferred stockholder be entitled to convert a number of shares of mandatory convertible preferred stock that is not a whole number.

Mandatory Conversion

Generally

Unless previously converted or redeemed, each outstanding share of mandatory convertible preferred stock will automatically convert, for settlement on the "mandatory conversion settlement date" ​(as defined below under the caption "- Definitions"), at the "mandatory conversion rate" ​(as defined below under the caption "- Definitions"). For the avoidance of doubt, the minimum conversion rate, maximum conversion rate, minimum conversion price and maximum conversion price used to determine the mandatory conversion rate will be subject to adjustment pursuant to the provisions described below, including under the caption "- Boundary Conversion Rate Adjustments." We refer to such an automatic conversion as a "mandatory conversion." The mandatory conversion settlement date is scheduled to occur on October 1, 2027.

Calculation of the Mandatory Conversion Rate

The mandatory conversion rate will be determined based on the average of the daily VWAPs for each VWAP trading day in the "mandatory conversion observation period," which is the 20 consecutive VWAP trading days beginning on, and including, the 21st scheduled trading day immediately before October 1, 2027. We refer to this average as the "mandatory conversion stock price."

As more fully set forth in its definition, the mandatory conversion rate will generally be as follows:

Accordingly, the mandatory conversion rate will be no less than the "minimum conversion rate" and no more than the "maximum conversion rate" ​(each, as defined below under the caption "- Definitions"), which are initially      and      shares of Class A common stock, respectively, per share of mandatory convertible preferred stock. Each of the minimum conversion rate and the maximum conversion rate, which we refer to collectively as the "boundary conversion rates," is subject to adjustment pursuant to the provisions described below under the caption "- Boundary Conversion Rate Adjustments."

The initial "minimum conversion price" and "maximum conversion price" ​(each, as defined below under the caption "- Definitions") are $      and $      , respectively, and the initial maximum conversion price represents a premium of approximately    % over the initial minimum conversion price. Each of the minimum conversion price and the maximum conversion price, which we refer to collectively as the "boundary conversion prices," will be subject to adjustment, as provided in their respective definitions, whenever the boundary conversion rates are adjusted pursuant to the provisions described below under the caption "- Boundary Conversion Rate Adjustments."

The table below presents the mandatory conversion rates that would apply for a series of hypothetical mandatory conversion stock prices, based on the initial boundary conversion rates. Also presented in the table below is the assumed conversion value per share of mandatory convertible preferred stock at each mandatory conversion rate, which is calculated as the product of such mandatory conversion rate and the applicable mandatory conversion stock price. The table below is for illustrative purposes only, and the actual mandatory conversion stock price, mandatory conversion rate and conversion value will be determined at the end of the mandatory conversion observation period.