8-KOther Events

Ares Management Corp 8-K Report, Corporate Update (Aug 28, 2020)

Filed August 28, 2020For Securities:ARESARES-PB

Summary

Ares Management Corporation (ARES) filed an 8-K on August 27, 2020, disclosing that certain executive officers and directors have entered into Rule 10b5-1 Trading Plans to sell shares of the Company's Class A common stock. These plans, entered into for estate planning purposes, allow for pre-scheduled sales of stock over a period of time, commencing no sooner than 30 days after the plan's adoption. The disclosed plans involve David Kaplan and Bennett Rosenthal, with specific maximum share amounts and expiration dates outlined. These pre-arranged trading plans are designed to provide liquidity for personal financial needs while adhering to insider trading regulations. The sales will occur during authorized trading periods and when the participants are not in possession of material non-public information. Investors should note that these transactions will be publicly disclosed through Form 144 and Form 4 filings, offering transparency into insider selling activity. The company explicitly states it is not admitting the materiality of this information by disclosing it.

Key Highlights

  • 1Certain ARES executive officers and directors have adopted Rule 10b5-1 Trading Plans to sell Company stock.
  • 2The plans are for estate planning purposes and allow for pre-scheduled stock sales.
  • 3David Kaplan plans to sell up to 600,000 shares by October 1, 2021.
  • 4Bennett Rosenthal plans to sell up to 375,000 shares by September 16, 2021.
  • 5Sales under these plans can begin no sooner than 30 days after the plan's adoption date.
  • 6Transactions under these plans will be publicly disclosed via Form 144 and Form 4 filings.
  • 7The Company adopted these plans during authorized trading periods and when participants were not in possession of material non-public information.

Frequently Asked Questions

A Rule 10b5-1 Trading Plan is a written document that allows company insiders to pre-arrange the purchase or sale of company stock at a future date. It specifies the number of shares, the price, and the dates (or a formula for determining them) for future transactions, ensuring that trades are executed without the insider possessing material non-public information at the time of the trade.

The filing states that these Rule 10b5-1 Trading Plans were entered into for estate planning purposes. This means the executives are pre-arranging to sell shares to manage their personal financial and estate affairs.

These sales are conducted under pre-arranged plans for estate planning and are executed when insiders are not in possession of material non-public information. While insider selling can sometimes be perceived negatively, the structured nature of Rule 10b5-1 plans suggests it's a planned personal financial activity rather than a direct reflection of the company's future performance.

The filing states that transactions under these Rule 10b5-1 Trading Plans will be publicly disclosed through Form 144 and Form 4 filings with the Securities and Exchange Commission. Investors can monitor these filings for updates on the actual sales.