MAIN 10-K & 10-Q changes, risk factors and insider trading
Main Street Capital CORP · NYSE · CIK 1396440 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Changes to U.S. tariff, trade and economic policies may have a negative effect on our portfolio companies and, in turn, harm us.”
New heading “Certain material defaults by our portfolio companies could harm our operating results.”
New heading “Any unrealized depreciation that we experience in our Investment Portfolio may be an indication of future realized losses, which could reduce our income and gains available for distribution.”
New heading “Our common stockholders’ interest in us will be diluted if we issue additional shares of common stock, which could reduce the overall value of their investment.”
New heading “Our credit ratings may not reflect all risks of an investment in our debt securities.”
New heading “Sales of substantial amounts of our common stock in the public market may have an adverse effect on the market price of our common stock.”
Removed heading “Defaults by our portfolio companies will harm our operating results.”
Removed heading “Any unrealized depreciation that we experience in our portfolio may be an indication of future realized losses, which could reduce our income and gains available for distribution.”
Largest changes
“Certain material defaults by our portfolio companies could harm our operating results.”see in full comparison
“Defaults by our portfolio companies will harm our operating results.”see in full comparison
“Changes to U.S. tariff, trade and economic policies may have a negative effect on our portfolio companies and, in turn, harm us.”see in full comparison
“Our credit ratings may not reflect all risks of an investment in our debt securities.”see in full comparison
“We do not, and do not expect to, control the decision making in many of our portfolio companies, even though we may have board representation or board observation rights, and our debt agreements may contain certain restrictive covenants. As a result, we are subject to the risk that a portfolio company in which we invest will make business decisions with which we disagree and the management of such company will take risks or otherwise act in ways that do not serve our interests as debt investors or minority equity holders. …”see in full comparison
“We do not, and do not expect to, control the decision making in many of our portfolio companies, even though we may have board representation or board observation rights, and our debt agreements may contain certain restrictive covenants. As a result, we are subject to the risk that a portfolio company in which we invest will make business decisions with which we disagree and the management of such company will take risks or otherwise act in ways that do not serve our interests as debt investors or minority equity holders. …”see in full comparison
Full comparison: every changed paragraph (90)
•Our success depends on attractingour ability to attract and retainingretain qualified personnel in a competitive environment.
•Our Board of Directors may change our operating policies and strategies without prior notice or stockholder approval, the effects of which may be adverse.
•Economic recessions or downturns could impair our portfolio companies’ performance and certain material defaults by our portfolio companies willcould harm our operating results.
•Changes to U.S. tariff, trade and economic policies may have a negative effect on our portfolio companies and, in turn, harm us.
•We may not have the funds or ability to make additional investments in our portfolio companies.
•There may be circumstances where our debt investments could be subordinated to claims of other creditors or we could be subject to lender liability claims.
•DefaultsCertain material defaults by our portfolio companies willcould harm our operating results.
•Any unrealized depreciation that we experience in our portfolioInvestment Portfolio may be an indication of future realized losses, which could reduce our income and gains available for distribution.
•We may be subject to risks associated with “covenant-lite” loans.
•We may not realize gains from our equity investments.
•Substantially all of our assets are subject to security interests under our senior securitiessecurities, and if we default on our obligations under our senior securities, we may suffer adverse consequences, including foreclosure on our assets.
•Our executive officers and employees, through the External Investment Manager, may manage other investment funds that operate in the same or a related line of business as we do, and may invest in such funds, which may result in significant conflicts of interest.
•Shares of closed-end investment companies, including BDCs,BDCs such as us, may trade at a discount to their NAV.NAV per share.
•The market price of our securities may be volatile and fluctuate significantly.
•We may not be able to pay distributions to our stockholders, our distributions may not grow over time,time and a portion of distributions paid to our stockholders may be a return of capital.
•Events outside of our control, including public health crises, supply chain disruptions and inflation, could negatively affect us and our portfolio companies and the results of our operations.
•Market conditions may materially and adversely affect debt and equity capital markets in the United StatesU.S. and abroad, which may have a negative impact on our business and operations.
•The failure in cybersecurity systems, as well as the occurrence of events unanticipated in our disaster recovery systems and management continuity planning could impair our ability to conduct business effectively.
•We are highly dependent on information systems and systems failures could significantly disrupt our business, which may, in turn, negatively affect the market price of our common stock and our ability to pay dividends.
•Uncertainty about presidential administration initiatives could negatively impact our business, financial condition and results of operations.
Under the 1940 Act, we are required to carry our portfolio investments at market value or, if there is no readily available market value, at fair value as determined by us pursuant to procedures established and overseen by our BoardValuation of Directors.Procedures. Typically, there is not a public market for the securities of the privately held companies in which we invest through our LMM and Private Loan investment strategies. As a result, we value these securities quarterly at fair value based on inputs from management and a nationally recognized independent financial advisory services firm (on a rotational basis) pursuant to Valuation Procedures approved by our Board of Directors. In addition, the market for investments in companies that we invest through our Middle Market investment strategy is generally not a liquid market, and therefore, we primarily use a combination of observable inputs in non-active markets for which sufficient observable inputs were not available to determine the fair value of these investments and unobservable inputs, pursuant to our Valuation Procedures. See Note B.1. — Summary of Significant Accounting Policies — Valuation of the Investment Portfolio in the notes to the consolidated financial statements included in Item 8. Consolidated Financial Statements and Supplementary Data of this Annual Report on Form 10-K for a detailed discussion of our InvestmentValuation Portfolio valuation process and procedures.Procedures.
The determination of fair value and consequently, the amount of unrealized gains and losses in our portfolio,Investment Portfolio, are to a certain degree, subjective and dependent on a valuation process approved by our BoardValuation of Directors.Procedures. Certain factors that may be considered in determining the fair value of our investments include external events, such as private mergers, sales and acquisitions involving comparable companies. Because such valuations, and particularly valuations of securities in privately held companies, are inherently uncertain, may fluctuate over short periods of time and may be based on estimates, our determinations of fair value may differ materially from the values that would have been used if a ready market for these securities existed. Due to this uncertainty, our fair value determinations may cause our NAV on a given date to materially understate or overstate the value that we may ultimately realize on one or more of our investments. As a result, investors purchasing our securities based on an overstated NAV would pay a higher price than the value of our investments might warrant. Conversely, investors selling our securities during a period in which the NAV understates the value of our investments may receive a lower price for their securities than the value of our investments might warrant.
Our ability to achieve our investment objective of maximizing our portfolio’sInvestment Portfolio’s total return by generating current income from our debt investments and current income and capital appreciation from our equity and equity-related investments, including warrants, convertible securities and other rights to acquire equity securities in a portfolio company, depends on our ability to effectively manage and deploy capital, which depends, in turn, on our investment team’s ability to identify, evaluate and monitor, and our ability to finance and invest in, companies that meet our investment criteria.
Even if we are able to grow and build upon our investment operations, any failure to manage our growth effectively could have a material adverse effect on our business, financial condition, results of operations and prospects. The results of our operations will depend on many factors, including the availability of opportunities for investment, readily accessible shortshort- and long-term funding alternatives in the financial markets and economic conditions. Furthermore, if we cannot successfully operate our business or implement our investment policies and strategies as described herein, it could negatively impact our ability to pay dividends.dividends could be negatively impacted.
To the extent we borrow money or issue debt securities or preferred stock to make investments, our net investment income will depend, in part, upon the difference between the rate at which we borrow funds or pay interest or dividends on such debt securities or preferred stock and the rate at which we invest these funds. In addition, many of our debt investments and borrowings have floating interest rates that reset on a periodic basis, and many of our investments are subject to interest rate floors. As a result, a change in market interest rates could have a material adverse effect on our net investment income. In periods of rising interest rates, our cost of funds will increase because the interest rates on the amounts borrowed under our creditCredit facilitiesFacilities (as defined in the Liquidity and Capital Resources section below) are floating, and any new fixed rate debt may be issued at higher coupon rates, which could reduce our net investment income to the extent any debt investments have either fixed interest rates, or in periods when debt investments with floating interest rates are subject to an interest rate floor above then current levels. In periods of declining interest rates, our interest income and our net investment income could be reduced as the interest income earned on our floating rate debt investments declines and any new fixed rate debt may be issued at lower coupon rates. See further discussion and analysis at Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
We compete for investments with other investment funds (including private equity funds, debt funds, mezzanine funds, collateralized loan obligation funds, or CLOs, BDCs and SBICs), as well as traditional financial services companies such as commercial banks and other sources of funding. Many of our competitors are substantially larger and have considerably greater financial, technical and marketing resources than we do. For example, some competitors may have a lower cost of capital and access to funding sources that are not available to us. In addition, some of our competitors may have higher risk tolerances or different risk assessments than we have. These characteristics could allow our competitors to consider a wider variety of investments, establish more relationships and offer better pricing and more flexible structuring than we are able to do. We may lose investment opportunities if we do not match our competitors’ pricing, terms and structure. If we are forced to match our competitors’ pricing, terms and structure, we may not be able to achieve acceptable returns on our investments or may bear substantial risk of capital loss. A significant part of our competitive advantage stems from the fact that the market for investments in LMM companies is underserved by traditional commercial banks and other financing sources. A significant increase in the number and/or the size of our competitors in this target market could force us to accept less attractive investment terms. Furthermore, many of our competitors are not subject to the regulatory restrictions that the 1940 Act imposes on usBDCs such as a BDC.us.
We depend on the members of our investment team, particularly Dwayne L. Hyzak, David L. Magdol, Jesse E. Morris, Jaime Arreola, K. Colton Braud, III, Damian T. Burke, Samuel A. Cashiola, Diego Fernandez, Nicholas T. Meserve and Jonathanour B.other MontgomeryManaging Directors, for the identification, review, final selection, structuring, closing and monitoring of our investments. These employees have significant investment expertise and relationships that we rely on to implement our business plan. Although we have entered into non-compete arrangements with all of our executive officers and other key employees, we cannot guarantee that any employees will remain employed with us. If we lose the services of the individuals mentioned above, we may not be able to operate our business as we expect, and our ability to compete could be harmed, which could cause our operating results to suffer.
Our success depends on attractingour ability to attract and retainingretain qualified personnel in a competitive environment.
Our growthsuccess will require that we attract and retain new investment and administrative personnel in a competitive market. Our ability to attract and retain personnel with the requisite credentials, experience and skills depends on several factors including, but not limited to, our ability to offer competitive wages, benefits and professional growth opportunities. Many of the entities, including investment funds (such as private equity funds, debt funds and mezzanine funds) and traditional financial services companies, with which we compete for experienced personnel have greater resources than we have.
We expect that members of our management team will maintain their relationships with intermediaries, private equity fund sponsors, financial institutions, investment bankers, commercial bankers, financial advisors, attorneys, accountants, consultants and other individuals within our network, and we will rely to a significant extent upon these relationships to provide us with potential investment opportunities. If our management team fails to maintain its existing relationships or develop new relationships with sources of investment opportunities, we will not be able to grow our Investment Portfolio. In addition, individuals with whom members of our management team have relationships are not obligated to provide us with investment opportunities, and, therefore, there is no assurance that such relationships will generate investment opportunities for us.
Our Board of Directors may change our investment objective, operating policiespolicies, investment criteria and strategies without prior notice or stockholder approval, the effects of which may be adverse.
Our Board of Directors has the authority, except as otherwise provided in the 1940 Act, to modify or waive our investment objective, current operating policies, investment criteria and strategies without prior notice and without stockholder approval. However, absent stockholder approval, we may not change the nature of our business so as to cease to be regulated as, or withdraw our election as,as a BDC. We cannot predict the effect any changes to our investment objective, current operating policies, investment criteria and strategies would have on our business, NAV, operating results and value of our stock. However, the effects might be material and adverse, which could negatively affect our business and impair our ability to pay interest and principal payments to holders of our debt instruments and to make distributions to our stockholders and cause our investors to lose all or part of their investment in us.
Our business faces increasing public scrutiny related to environmental, social and governance (“ESG”) activities. We risk damage to our brand and reputation if we fail to act responsibly in a number of areas, such as diversity and inclusion, environmental stewardship, support for local communities, corporate governance and transparency and considering ESG factors in our investment processes. Adverse incidents with respect to ESG activities could impact the value of our brand, the cost of our operations and relationships with investors, all of which could adversely affect our business and results of operations. Additionally, new regulatory initiatives related to ESG could adversely affect our business.
In additionaddition, certain of our officers and directors may serve as directors on the boards of our portfolio companies. To the extent that litigation arises out of our investments in these companies, our officers and directors may be named as defendants in such litigation, which could result in an expenditure of funds (through our indemnification of such officers and directors) and the diversion of management time and resources.
Economic recessions or downturns could impair our portfolio companies’ performance and certain material defaults by our portfolio companies willcould harm our operating results.
Many of our portfolio companies are susceptible to economic slowdowns or recessions and could be unable to repay our loans during these periods. Therefore, the number of non-performing assets are likely to increase and the value of our portfolioInvestment Portfolio is likely to decrease during these periods. Adverse economic conditions could decrease the value of collateral securing any of the loans we make to our loansportfolio companies and the value of any equity investments.investments we make in our portfolio companies. A severe recession could further decrease the value of such collateral and result in losses of value in our portfolioInvestment Portfolio and a decrease in our revenues, net income, assets and net worth. Economic slowdowns or recessions could lead to financial losses in our portfolioInvestment Portfolio and a decrease in revenues, net income and assets. Unfavorable economic conditions also could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. These events could prevent us from maintaining or increasing the level of our investments and harm our operating results.
Any deterioration of general economic conditions could lead to significant declines in corporate earnings or loan performance, and the ability of corporate borrowers to service their debt, any of which could trigger a period of global economic slowdown, and have an adverse impact on our performance and financial results, and the value and the liquidity of our investments. In an economic downturn, we could have non-performing assets or an increase in non-performing assets, and we would anticipate that the value of our portfolioInvestment Portfolio would decrease during these periods. Failure to satisfy financial or operating covenants imposed by lenders, including us, to a portfolio company could lead to defaults and, potentially, acceleration of payments on such loans and foreclosure on the assets representing collateral for the portfolio company’s obligations. Cross default provisions under other agreements could be triggered and thus limit the portfolio company’s ability to satisfy its obligations under any debt that we hold and affect the value of any securities we own. We would expect to incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms with a portfolio company following or in anticipation of a default.
Changes to U.S. tariff, trade and economic policies may have a negative effect on our portfolio companies and, in turn, harm us.
The U.S. has enacted, and subsequently rescinded and/or temporarily suspended, significant tariffs against certain countries, prompting reciprocal tariffs against the U.S. Additionally, the current U.S. presidential administration and the U.S. Congress have directed various federal agencies to further evaluate other key aspects of U.S. trade and economic policies, including changes to domestic fiscal policies aimed at reducing U.S. federal expenditures, and there has been ongoing discussion and commentary regarding further potential significant changes to such tariff, trade and economic policies. These developments, and the perception that further material changes may occur or continue to occur, have contributed to volatility in global financial markets and may have a material adverse effect on global economic conditions. This may significantly reduce global trade, affect the ability of businesses to procure new or extend existing government contracts and have other negative impacts on U.S. businesses. Any of these factors could depress economic activity and may restrict our portfolio companies’ access to suppliers or customers and have a material adverse effect on their business, financial condition and results of operations, which in turn would negatively impact us.
We generally invest in companies whose securities are not publicly traded and whose securities will be subject to legal and other restrictions on resale or will otherwise be less liquid than publicly traded securities. The illiquidity of these investments may make it difficult for us to sell these investments when desired. In addition, if we are required to liquidate all or a portion of our portfolioInvestment Portfolio quickly, we may realize significantly less than the value at which we had previously recorded these investments. As a result, we do not expect to achieve liquidity in our investments in the near-term. The illiquidity of most of our investments may make it difficult for us to dispose of them at a favorable price and, as a result, we may suffer losses.
We do not, and do not expect to, control the decision making in many of our portfolio companies, even though we may have board representation or board observation rights, and our debt agreements may contain certain restrictive covenants. As a result, we are subject to the risk that a portfolio company in which we invest will make business decisions with which we disagree and the management of such company will take risks or otherwise act in ways that do not serve our interests as debt investors or minority equity holders. Due to the lack of liquidity for our investments in non-traded companies, we may not be able to dispose of our interests in our portfolio companies as readily as we would like or at an appropriate valuation. As a result, a portfolio company may make decisions that would decrease the value of our Investment Portfolio holdings.
Certain material defaults by our portfolio companies could harm our operating results.
Any unrealized depreciation that we experience in our Investment Portfolio may be an indication of future realized losses, which could reduce our income and gains available for distribution.
As a BDC, we are required to carry our investments at market value or, if no market value is ascertainable, at the fair value as determined in accordance with our Valuation Procedures. Decreases in the market values or fair values of our investments will be recorded as unrealized depreciation. Any unrealized depreciation in our Investment Portfolio could be an indication of a portfolio company’s inability to meet its repayment obligations to us with respect to affected loans or a potential impairment of the value of affected equity investments.
We are subject to the risk that the investments we make in our portfolio companies may be repaid prior to maturity. When this occurs, we will generally repay debt under our Credit Facilities or reinvest proceeds in temporary investments, pending their future investment in new portfolio companies. These temporary investments will typically have substantially lower yields than the debt being prepaid and we could experience significant delays in reinvesting these amounts. Any future investment in a new portfolio company may also be at lower yields than the debt that was repaid. As a result, our results of operations could be materially adversely affected if one or more of our portfolio companies elect to prepay amounts owed to us. Additionally, prepayments could negatively impact our return on equity, which could result in a decline in the market price of our securities.
Certain investments that we have made in the past and may make in the future include warrants or other equity securities. Investments in equity securities involve a number of significant risks, including the risk of further dilution as a result of additional issuances, inability to access additional capital and failure to pay current distributions. Investments in preferred securities involve special risks, such as the risk of deferred distributions, credit risk, illiquidity and limited voting rights. In addition, we may from time to time make non-control equity investments in portfolio companies. Our goal is ultimately to realize gains upon our disposition of such equity interests. However, these equity interests may not appreciate in value and, in fact, may decline in value. Accordingly, we may not be able to realize gains from our equity interests, and any gains that we do realize on the disposition of any equity interests may not be sufficient to offset any other losses we experience. We also may be unable to realize any value if a portfolio company does not have a liquidity event, such as a sale of the business, recapitalization or public offering, which would allow us to sell the underlying equity interests. We often seek puts or similar rights to give us the right to sell our equity securities back to the portfolio company issuer; however, we may be unable to exercise these put rights for the consideration provided in our investment documents if the issuer is in financial distress.
We do not, and do not expect to, control the decision making in many of our portfolio companies, even though we may have board representation or board observation rights, and our debt agreements may contain certain restrictive covenants. As a result, we are subject to the risk that a portfolio company in which we invest will make business decisions with which we disagree and the management of such company will take risks or otherwise act in ways that do not serve our interests as debt investors or minority equity holders. Due to the lack of liquidity for our investments in non-traded companies, we may not be able to dispose of our interests in our portfolio companies as readily as we would like or at an appropriate valuation. As a result, a portfolio company may make decisions that would decrease the value of our portfolio holdings.
Defaults by our portfolio companies will harm our operating results.
Any unrealized depreciation that we experience in our portfolio may be an indication of future realized losses, which could reduce our income and gains available for distribution.
As a BDC, we are required to carry our investments at market value or, if no market value is ascertainable, at the fair value as determined in accordance with our Valuation Procedures adopted pursuant to Rule 2a-5 under the 1940 Act. Decreases in the market values or fair values of our investments will be recorded as unrealized depreciation. Any unrealized depreciation in our portfolio could be an indication of a portfolio company’s inability to meet its repayment obligations to us with respect to affected loans or a potential impairment of the value of affected equity investments.
We are subject to the risk that the investments we make in our portfolio companies may be repaid prior to maturity. When this occurs, we will generally reinvest these proceeds in temporary investments, pending their future investment in new portfolio companies. These temporary investments will typically have substantially lower yields than the debt being prepaid and we could experience significant delays in reinvesting these amounts. Any future investment in a new portfolio company may also be at lower yields than the debt that was repaid. As a result, our results of operations could be materially adversely affected if one or more of our portfolio companies elect to prepay amounts owed to us. Additionally, prepayments could negatively impact our return on equity, which could result in a decline in the market price of our securities.
Certain investments that we have made in the past and may make in the future include warrants or other equity securities. Investments in equity securities involve a number of significant risks, including the risk of further dilution as a result of additional issuances, inability to access additional capital and failure to pay current distributions. Investments in preferred securities involve special risks, such as the risk of deferred distributions, credit risk, illiquidity and limited voting rights. In addition, we may from time to time make non-control, equity investments in portfolio companies. Our goal is ultimately to realize gains upon our disposition of such equity interests. However, these equity interests may not appreciate in value and, in fact, may decline in value. Accordingly, we may not be able to realize gains from our equity interests, and any gains that we do realize on the disposition of any equity interests may not be sufficient to offset any other losses we experience. We also may be unable to realize any value if a portfolio company does not have a liquidity event, such as a sale of the business, recapitalization or public offering, which would allow us to sell the underlying equity interests. We often seek puts or similar rights to give us the right to sell our equity securities back to the portfolio company issuer; however, we may be unable to exercise these put rights for the consideration provided in our investment documents if the issuer is in financial distress.
Although most of our investments will be U.S. dollar denominated, any investments denominated in a foreign currency will be subject to the risk that the value of a particular currency will change in relation to one or more other currencies. Among the factors that may affect currency values are trade balances, the level of short-term interest rates, differences in relative values of similar assets in different currencies, long-term opportunities for investment and capital appreciation,appreciation and political developments.
We may also borrow from banks and other lenders and may issue debt securities or enter into other types of borrowing arrangements in the future. Lenders of these senior securities will have fixed dollar claims on our assets that are superior to the claims of our common stockholders, and we would expect such lenders to seek recovery against our assets in the event of a default. We have the ability to pledge up to 100% of our assets and can grant a security interest in all of our assets under the terms of any debt instruments we could enter into with lenders. The terms of our existing indebtedness require us to comply with certain financial and operational covenants, and we expect similar covenants in future debt instruments. Failure to comply with such covenants could result in a default under the applicable credit facility or debt instrument if we are unable to obtain a waiver from the applicable lender or holder, and such lender or holder could accelerate repayment under such indebtedness and negatively affect our business, financial condition, results of operations and cash flows. In addition, under the terms of any credit facility or other debt instrument we enter into, in the event of a default, we are likely to be required by itsthe terms of such facility or instrument to use the net proceeds of any investments that we sell to repay a portion of the amount borrowed under such facility or instrument before applying such net proceeds to any other uses. See Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Capital Resources for a discussion regarding our outstanding indebtedness.
Substantially all of our assets are subject to security interests under our senior securitiessecurities, and if we default on our obligations under our senior securities, we may suffer adverse consequences, including foreclosure on our assets.
We own directly or indirectly 100% of the equity interests in MSCC Funding I, LLC (“MSCC Funding”), a special purpose Structured Subsidiary utilized in our senior secured special purpose vehicle revolving credit facility (the “SPV Facility” (as defined below). We consolidate the financial statements of MSCC Funding in our consolidated financial statements and treat the indebtedness under the SPV Facility as our leverage. Our interest in MSCC Funding is subordinated in priority of payment to every other obligation of MSCC Funding and is subject to certain payment restrictions set forth in the SPV Facility.
We receive cash from MSCC Funding only to the extent that we receive distributions on our equity interests therein. MSCC Funding couldcan make distributions on its equity interests only to the extent permitted by the payment priority provisions of the SPV Facility. The SPV Facility generally provides that payments on the respective interests could notcannot be made on any payment date unless all amounts owing to the lenders and other secured parties are paid in full. In addition, if MSCC Funding does not meet the assetleverage coverageand testsborrowing orbase thelimitations, interestcovenants, coveragereporting testand other requirements set forth in the credit agreement governing the SPV Facility, a default could occur. In the event of a default under the SPV Facility credit agreement, cash wouldcould be diverted from us to pay the applicable lenders and other secured parties in amounts sufficient to cause such tests to be satisfied.parties. In the event that we fail to receive cash from MSCC Funding, we could be unable to make distributions to our stockholders in amounts sufficient to maintain our status as a RIC, or at all. We also could be forced to sell investments in portfolio companies at less than their fair value in order to continue making such distributions. We cannot assure you that distributions on the assets held by MSCC Funding will be sufficient to make any distributions to us or that such distributions will meet our expectations.
We may invest in derivatives and other assets that are subject to many of the same types of risks related to the use of leverage. Derivative transactions, if any, will generally create leverage for us and involve significant risks. The primary risks related to derivative transactions include counterparty, correlation, liquidity, leverage, volatility, over-the-counter trading, operational and legal risks. In addition, a small investment in derivatives could have a large potential impact on our performance, effecting a form of investment leverage on our portfolio.Investment Portfolio. In certain types of derivative transactions, we could lose the entire amount of our investment; in other types of derivative transactions the potential loss is theoretically unlimited.
Our executive officers and employees, through the External Investment Manager, may manage other investment funds that operate in the same or a related line of business as we do, and may invest in such funds, which may result in significant conflicts of interest.
Our executive officers and employees, through the External Investment Manager, may manage other investment funds or assets for other clients that operate in the same or a related line of business as we do, and which funds may be invested in by us and/or our executive officers and employees. Accordingly, they may have obligations to, or pecuniary interests in, such other entities, and the fulfillment of such obligations may not be in the best interests of us or our stockholders and may create conflicts of interest.
Management's Discussion & Analysis (MD&A)
Largest changes
“Through the Funds, we have the ability to issue SBIC debentures guaranteed by the SBA at favorable interest rates and favorable terms and conditions. Under existing SBIC regulations, SBA-approved SBICs under common control have the ability to issue debentures guaranteed by the SBA up to a regulatory maximum amount of $350.0 million. On March 1, 2024, we repaid $63.8 million of SBIC debentures that had reached maturity, which reduced our total outstanding SBIC debentures to $286.2 million. …”see in full comparison
“Through the Funds, we have the ability to issue SBIC debentures guaranteed by the SBA at favorable interest rates and favorable terms and conditions. Under existing SBIC regulations, SBA-approved SBICs under common control have the ability to issue debentures guaranteed by the SBA up to a regulatory maximum amount of $350.0 million. …”see in full comparison
“The $274.4 million of cash used in our financing activities principally consisted of (i) $271.6 million in dividends paid to stockholders of our common stock, (ii) $247.0 million in net repayments from our Credit Facilities, (iii) $6.0 million for purchases of vested restricted stock from employees to satisfy their tax withholding requirements upon the vesting of such restricted stock and (iv) $3.5 million in debt issuance costs, partially offset by (i) $203.7 million in net cash proceeds from equity offerings from our ATM Program (as described below) and direct stock purchase plan and (ii) …”see in full comparison
“We purchased 289,761 shares of MSC Income common stock in the MSIF Public Offering at the public offering price of $15.53. …”see in full comparison
“The $9.4 million of cash provided by our financing activities principally consisted of (i) $350.0 million in cash proceeds from the issuance of the August 2028 Notes (as defined below), (ii) $134.0 million in net borrowings from our Credit Facilities and (ii) $31.7 million in net cash proceeds from equity offerings from our ATM Program, partially offset by (i) $339.3 million in dividends paid to our stockholders, (ii) $150.0 million on the repayment of December 2025 Notes (as defined below), (iii) $10.3 million in purchases of vested stock for employee payroll tax withholdings and (iv) $6.7 …”see in full comparison
“(b)The weighted-average annual effective yields were computed using the effective interest rates for all debt investments as of December 31, 2023, including amortization of deferred debt origination fees and accretion of original issue discount but excluding fees payable upon repayment of the debt instruments and any debt investments on non-accrual status, and are weighted based upon the principal amount of each applicable debt investment as of December 31, 2023. …”see in full comparison
Full comparison: every changed paragraph (102)
The following tables provide aA summary of our investmentsLMM in the LMM,and Private Loan andportfolio Middle Market portfoliosinvestments as of December 31, 20242025 and 20232024 is as follows (this information excludes Middle Market portfolio investments, Other Portfolio investments and the External Investment ManagerManager, which are discussed further below).:
(a)As of December 31, 2025, we had equity ownership in all of our LMM portfolio companies, and the average fully diluted equity ownership in those portfolio companies was 37%.
(b)The weighted-average annual effective yields were computed using the effective interest rates for all debt investments as of December 31, 2025, including amortization of deferred debt origination fees and accretion of original issue discount but excluding fees payable upon repayment of the debt investments and any debt investments on non-accrual status, and are weighted based upon the principal amount of each applicable debt investment as of December 31, 2025. The weighted-average annual effective yield on our debt portfolio as of December 31, 2025, including debt investments on non-accrual status, was 12.0% for our LMM portfolio investments and 10.1% for our Private Loan portfolio investments. The weighted-average annual effective yield is not reflective of what an investor in shares of our common stock will realize on its investment because it does not reflect changes in the market value of our stock, our utilization of debt capital in our capital structure, our expenses or any sales load paid by an investor.
(c)The average EBITDA is calculated using a simple average for LMM portfolio companies and a weighted-average for Private Loan portfolio companies. These calculations exclude certain portfolio companies, including five LMM portfolio companies and six Private Loan portfolio companies, as EBITDA is not a meaningful valuation metric for our investments in these portfolio companies, and those portfolio companies whose primary purpose is to own real estate and those portfolio companies whose primary operations have ceased and only residual value remains.
(b)The weighted-average annual effective yields were computed using the effective interest rates for all debt investments as of December 31, 2024, including amortization of deferred debt origination fees and accretion of original issue discount but excluding fees payable upon repayment of the debt instrumentsinvestments and any debt investments on non-accrual status, and are weighted based upon the principal amount of each applicable debt investment as of December 31, 2024. The weighted-average annual effective yield on our debt portfolio as of December 31, 2024, including debt investments on non-accrual status, was 12.3% for our LMM portfolio,portfolio investments and 11.5% for our Private Loan portfolio and 10.1% for our Middle Market portfolio.investments. The weighted-average annual effective yield is not reflective of what an investor in shares of our common stock will realize on its investment because it does not reflect changes in the market value of our stock, our utilization of debt capital in our capital structure, our expenses or any sales load paid by an investor.
(c)The average EBITDA is calculated using a simple average for the LMM portfolio companies and a weighted-average for the Private Loan andportfolio Middle Market portfolios.companies. These calculations exclude certain portfolio companies, including five LMM portfolio companies,companies and five Private Loan portfolio companies and two Middle Market portfolio companies, as EBITDA is not a meaningful valuation metric for our investments in these portfolio companies, and those portfolio companies whose primary purpose is to own real estate and those portfolio companies whose primary operations have ceased and only residual value remains.
(a)As of December 31, 2023, we had equity ownership in all of our LMM portfolio companies, and the average fully diluted equity ownership in those portfolio companies was 40%.
(b)The weighted-average annual effective yields were computed using the effective interest rates for all debt investments as of December 31, 2023, including amortization of deferred debt origination fees and accretion of original issue discount but excluding fees payable upon repayment of the debt instruments and any debt investments on non-accrual status, and are weighted based upon the principal amount of each applicable debt investment as of December 31, 2023. The weighted-average annual effective yield on our debt portfolio as of December 31, 2023, including debt investments on non-accrual status, was 12.9% for our LMM portfolio, 12.5% for our Private Loan portfolio and 10.8% for our Middle Market portfolio. The weighted-average annual effective yield is not reflective of what an investor in shares of our common stock will realize on its investment because it does not reflect changes in the market value of our stock, our utilization of debt capital in our capital structure, our expenses or any sales load paid by an investor.
(c)The average EBITDA is calculated using a simple average for the LMM portfolio and a weighted-average for the Private Loan and Middle Market portfolios. These calculations exclude certain portfolio companies, including two LMM portfolio companies and two Private Loan portfolio companies, as EBITDA is not a meaningful valuation metric for our investments in these portfolio companies, and those portfolio companies whose primary purpose is to own real estate.
For the years ended December 31, 20242025 and 2023,2024, we achieved a total return on investments of 17.9%16.4% and 16.3%,17.9%, respectively. Total return on investments is calculated usingequals the total interest, dividend and fee income,income as well as theplus realized and unrealized changechanges in the fair value of the Investment Portfolio divided by the average quarterly Investment Portfolio balance at cost, in each case for the specified period. Our total return on investments is not reflective of what an investor in shares of our common stock will realize on its investment because it does not reflect changes in the market value of our stock, our utilization of debt capital in our capital structure, our expenses or any sales load paid by an investor.
As of December 31, 2024, we had Other Portfolio investments in 31 entities, spread across 12 investment managers, collectively totaling $124.1 million in fair value and $122.5 million in cost basis and which comprised 2.5% and 2.9% of our Investment Portfolio at fair value and cost, respectively. As of December 31, 2023, we had Other Portfolio investments in 30 entities, spread across 13 investment managers, collectively totaling $142.0 million in fair value and $149.1 million in cost basis and which comprised 3.3% and 4.0% of our Investment Portfolio at fair value and cost, respectively.
As previously discussed in Item 1. Business — Overview of Our Business of this Annual Report on Form 10-K, we hold an investment in the External Investment Manager, a wholly-owned subsidiary that is treated as a portfolio investment. As of December 31, 2024,2025, thiswe had Other Portfolio investments in 33 entities, spread across 13 investment hadmanagers, acollectively totaling $134.1 million in fair value ofand $246.0$141.6 million and ain cost basis of $29.5 million,basis, which comprised 5.0%2.4% and 0.7%3.0% of our Investment Portfolio at fair value and cost, respectively. As of December 31, 2023,2024, thiswe had Other Portfolio investments in 31 entities, spread across 12 investment hadmanagers, acollectively totaling $124.1 million in fair value ofand $174.1$122.5 million and ain cost basis of $29.5 million,basis, which comprised 4.1%2.5% and 0.8%2.9% of our Investment Portfolio at fair value and cost, respectively.
As of December 31, 2025, we had Middle Market portfolio investments in 11 portfolio companies, collectively totaling $83.5 million in fair value and $120.1 million in cost basis, which comprised 1.5% and 2.5% of our Investment Portfolio at fair value and cost, respectively. As of December 31, 2024, we had Middle Market portfolio investments in 15 portfolio companies, collectively totaling $155.3 million in fair value and $195.0 million in cost basis, which comprised 3.1% and 4.6% of our Investment Portfolio at fair value and cost, respectively.
As previously discussed in Item 1. Business — Overview of Our Business of this Annual Report on Form 10-K, we hold an investment in the External Investment Manager, a wholly-owned subsidiary that is treated as a portfolio investment. As of December 31, 2025, this investment had a fair value of $255.0 million and a cost basis of $29.5 million, which comprised 4.6% and 0.6% of our Investment Portfolio at fair value and cost, respectively. As of December 31, 2024, this investment had a fair value of $246.0 million and a cost basis of $29.5 million, which comprised 5.0% and 0.7% of our Investment Portfolio at fair value and cost, respectively.
The preparation of financial statements and related disclosures in conformity with generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and contingent assets and liabilities atas of the date of the financial statements, and revenues and expenses during the periods reported. Actual results could materially differ from those estimates. Critical accounting policies are those that require management to make subjective or complex judgments about the effect of matters that are inherently uncertain and may change in subsequent periods. Changes that may be required in the underlying assumptions or estimates in these areas could have a material impact on our current and future financial condition and results of operations.
Management has discussed the development and selection of each critical accounting policy and estimate with the Audit Committee of the Board of Directors. Our critical accounting policies and estimates include the Investment Portfolio Valuation and Revenue Recognition policies described below. Our significant accounting policies are described in greater detail in Note B — Summary of Significant Accounting Policies in the notes to the consolidated financial statements included in Item 8. Consolidated Financial Statements and Supplementary Data of this Annual Report on Form 10-K.
The most significant determination inherent in the preparation of our consolidated financial statements is the valuation of our Investment Portfolio and the related amounts of unrealized appreciation and depreciation. We consider this determination to be a critical accounting estimate, given the significant judgments and subjective measurements required. As of both December 31, 20242025 and 2023,2024, our Investment Portfolio valued at fair value represented 96%97% and 96%, respectively, of our total assets. We are required to report our investments at fair value. We follow the provisions of FASB ASC 820, Fair Value Measurements and Disclosures (“ASC 820”).820. ASC 820 defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value and enhances disclosure requirements for fair value measurements. ASC 820 requires us to assume that the portfolio investment is to be sold in the principal market to independent market participants, which may be a hypothetical market. Market participants are defined as buyers and sellers in the principal market that are independent, knowledgeable and willing and able to transact. See Note B.1. — Summary of Significant Accounting Policies — Valuation of the Investment Portfolio in the notes to the consolidated financial statements included in Item 8. Consolidated Financial Statements and Supplementary Data of this Annual Report on Form 10-K for a detailed discussion of our InvestmentValuation Portfolio valuation process and procedures.Procedures.
Rule 2a-5 under the 1940 Act permits a BDC’s board of directors to designate its executive officers or investment adviser as a valuation designee to determine the fair value for its investment portfolio, subject to the active oversight of the board. Our Board of Directors has approved policiesour and procedures pursuant to Rule 2a-5 (the “Valuation Procedures”) and has designated athe groupValuation of our executive officersCommittee to serve as the Board of Directors’ valuation designee. We believe our Investment Portfolio as of December 31, 20242025 and 20232024 approximates fair value as of those dates based on the markets in which we operate and other conditions in existence on those reporting dates.
We may periodically provide services, including structuring and advisory servicesservices, to our portfolio companies or other third parties. For services that are separately identifiable and evidence exists to substantiate fair value, fee income is recognized as earned, which is generally when the investment or other applicable transaction closes. Fees received in connection with debt financing transactions for services that do not meet these criteria are treated as debt origination fees and are generally deferred and accreted into income over the life of the financing.
We hold certain debt and preferred equity instruments in our Investment Portfolio that contain PIK interest and cumulative dividend provisions. The PIK interest, computed at the contractual rate specified in each debt agreement, is periodically added to the principal balance of the debt and is recorded as interest income. Thus, the actual collection of this interest may be deferred until the time of debt principal repayment. Cumulative dividends are recorded as dividend income, and any dividends in arrears are added to the balance of the preferred equity investment. The actual collection of these dividends in arrears may be deferred until such time as the preferred equity is redeemed or sold. To maintain RIC tax treatment (as discussed insee Note B.10. — Summary of Significant Accounting Policies — Income Taxes in the notes to the consolidated financial statements included in Item 8. Consolidated Financial Statements and Supplementary Data of this Annual Report on Form 10-K), these non-cash sources of income may need to be paid out to stockholders in the form of distributions, even though we may not have collected the PIK interest and cumulative dividends in cash. We stop accruing PIK interest and cumulative dividends and write off any accrued and uncollected interest and dividends in arrears when we determine that such PIK interest and dividends in arrears are no longer collectible. For the years ended December 31, 2024,2025, 20232024 and 20222023 (i) 4.2%,2.8%, 2.2%4.2% and 1.4%,2.2%, respectively, of our total investment income was attributable to PIK interest income not paid currently in cash and (ii) 0.5%,0.7%, 0.3%0.5% and 0.5%,0.3%, respectively, of our total investment income was attributable to cumulative dividend income not paid currently in cash.
TheA followingsummary tables summarizeof the composition of our total combined LMM, Private Loan and Middle Market portfolio investments at cost and fair value by type of investment as a percentage of the total combined LMM, Private Loan and Middle Market portfolio investments as of December 31, 20242025 and 20232024 is as follows (this information excludes Other Portfolio investments and the External Investment ManagerManager, which are discussed above).:
Our LMM, Private Loan and Middle Market portfolio investments carry a number of risksrisks, including: (1) investing in companies which may have limited operating histories and financial resources; (2) holding investments that generally are not publicly traded and which may be subject to legal and other restrictions on resale; and (3) other risks common to investing in below investment-grade debt and equity investments in our Investment Portfolio. Please seeSee Item 1A. Risk Factors — Risks Related to ourOur Investments contained in this Annual Report on Form 10-K for a more complete discussion of the risks involvedincluded with investing in our Investment Portfolio.
As of December 31, 2025, investments on non-accrual status comprised 1.0% of our total Investment Portfolio at fair value and 3.3% at cost. As of December 31, 2024, investments on non-accrual status comprised 0.9% of our total Investment Portfolio at fair value and 3.5% at cost.
As of December 31, 2024, investments on non-accrual status comprised 0.9% of our total Investment Portfolio at fair value and 3.5% at cost. As of December 31, 2023, investments on non-accrual status comprised 0.6% of our total Investment Portfolio at fair value and 2.3% at cost.
The operating results of our portfolio companies are impacted by changes in the broader fundamentals of the United StatesU.S. economy. In periods during which the United StatesU.S. economy contracts, it is likely that the financial results of small to mid-sized companies, like those in which we invest, could experience deterioration or limited growth from current levels, which could ultimately lead to difficulty in meeting their debt service requirements, to an increase in defaults on our debt investments or in realized losses on our investments and to difficulty in maintaining historical dividend payment rates and unrealized appreciation on our equity investments. Consequently, we can provide no assurance that the performance of certain portfolio companies will not be negatively impacted by future economic cycles or other conditions, which could also have a negative impact on our future results.
Set forth below is a comparison of the results of operations and changesa inreconciliation financialof conditionnet investment income to distributable net investment income and to distributable net investment income before taxes, for the years ended December 31, 20242025 and 2023.2024. The comparison of, and changes between, the fiscal years ended December 31, 20232024 and 20222023 can be found withinin Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023,2024, which is incorporated herein by reference. All prior period net investment income, net investment income per share, distributable net investment income and distributable net investment income per share amounts presented in this section have been retrospectively adjusted to conform to the current presentation. See Note A.3. — Organization and Basis of Presentation — Revisions to the Presentation of Previously Issued Financial Statements in the notes to the consolidated financial statements included in Item 8. Consolidated Financial Statements and Supplementary Data of this Annual Report on Form 10-K for additional details on these adjustments.
NM — Net Change % not meaningful (a)Distributable net investment income is net investment income as determined in accordance with U.S. GAAP, excluding the impactsimpact of share-based compensation expense and deferred compensation expense or benefit. We believe presenting distributable net investment income and the related per share amounts is useful and appropriate supplemental disclosure for analyzing our financial performance since (i) share-based compensation does not require settlement in cash and (ii) deferred compensation expense or benefit does not result in a net cash impact to Main Street upon settlement. However, distributable net investment income is a non-U.S. GAAP measure and should not be considered as a replacement for net investment income or other earnings measures presented in accordance with U.S. GAAP and should be reviewed only in connection with such U.S. GAAP measures in analyzing our financial performance. A reconciliation of net investment income in accordance with U.S. GAAP to distributable net investment income is detailed in the table above.
(b)Distributable net investment income before taxes is net investment income as determined in accordance with U.S. GAAP, excluding the impact of share-based compensation expense, deferred compensation expense or benefit and any tax expenses included in net investment income. We believe presenting distributable net investment income before taxes and the related per share amounts is useful and appropriate supplemental disclosure for analyzing our financial performance since (i) share-based compensation does not require settlement in cash, (ii) deferred compensation expense or benefit does not result in a net cash impact to Main Street upon settlement and (iii) tax expenses included in net investment income may include (a) excise tax expense, which is not solely attributable to net investment income, and (b) deferred taxes, which are not payable in the current period. However, distributable net investment income before taxes is a non-U.S. GAAP measure and should not be considered as a replacement for net investment income, net investment income before taxes or other earnings measures presented in accordance with U.S. GAAP and should be reviewed only in connection with such U.S. GAAP measures in analyzing our financial performance. A reconciliation of net investment income in accordance with U.S. GAAP to distributable net investment income before taxes is detailed in the table above.
Total investment income for the year ended December 31, 20242025 was $541.0$566.4 million, ana 8%5% increase from the $500.4$541.0 million of total investment income for the prior year. The following table provides aA summary of the changes in the comparable period activity.activity is as follows:
(a)The decrease in interest income was primarily attributable to (i) a larger negative impact from investments on non-accrual status and (ii) a decrease in interest rates, primarily resulting from decreases in benchmark index interest rates on floating rate debt investments and other decreases in interest rates on existing debt investments, partially offset by higher average levels of income producing Investment Portfolio debt investments.
(a)The increase in interest income was primarily due to (i) higher average levels of income producing Investment Portfolio debt investments and (ii) increases in weighted-average interest rates on floating rate Investment Portfolio debt investments primarily resulting from increases in market spreads, partially offset by an increase in investments on non-accrual status.
(b)The increase in dividend income from Investment Portfolio equity investments was primarily a result of andividend increaseincome increases of $3.8(i) $42.1 million from our LMM portfolio companies and (ii) $2.4 million from our Private Loan portfolio companies, partially offset by a decrease of $0.5 million in dividend income from our LMMMiddle portfolio companies, partially offset by (i) a decrease of $0.8 million in dividend income from our Other Portfolio investments and (ii) a decrease of $0.6 million in dividend income from our Private LoanMarket portfolio companies.
(c)The decrease in fee income was primarily related to a decrease in fee income of $3.8 million from lower exit, prepayment and amendment activity, partially offset by an increase in fee income of $1.1 million from increased investment activity.
(c)The increase in fee income was primarily related to (i) a $5.7 million increase in fees related to increased investment activity and (ii) a $2.6 million increase from the refinancing and prepayment of debt investments.
(d)The increase in total investment income includes a net reductionincrease of $3.4$3.9 million in certain income considered less consistent or non-recurring, including increases of (i) a $6.2$7.0 million decrease in such dividend income and (ii) a $0.4$0.9 million decrease in acceleratedsuch interest income from accelerated prepayment, repricing and other activity related to certain Investment Portfolio debt investments, partially offset by a $3.3$4.0 million increasedecrease in such fee income.
Total expenses for the year ended December 31, 20242025 were $186.0$199.7 million, a 15%7% increase from $161.4the $186.0 million in the prior year. The following table provides aA summary of the changes in the comparable period activity.activity is as follows:
NM — Net Change % not meaningful (a)The increase in cash compensation was primarily attributable to increases in (i) increased baseincentive compensation rates andaccruals, (ii) increased headcount to support our growing investmentInvestment portfolioPortfolio and asset management activities.activities and (iii) base compensation rates.
(b)The increase in general and administrative expense was primarily attributable to anincreased increaseexpenses inrelated to (i) business development activities, technology costsactivities and (ii) professional fees.
(c)The increase in interest expense was primarily related to increases in our (i) anaverage increasedborrowings outstanding used to fund a portion of the growth of our Investment Portfolio and (ii) weighted-average interest rate on our unsecured debt obligations resulting primarily from the issuance of the March 2029 Notes, the June 2027 Notes and the JuneAugust 20272028 Notes and the repayment at maturity of the May 2024 Notes and early repayment of the December 2025 Notes (each as defined in the Liquidity and Capital Resources section below) and (ii) an increase in average borrowings outstanding of unsecured notes used to fund a portion of the growth of our Investment Portfolio,, partially offset by a decreasedecreased inweighted-average averageinterest borrowing outstandingrate on our floatingCredit rateFacilities multi-yeardue revolvingto creditdecreases facilityin (thebenchmark “Corporateindex Facility”)interest rates and specialdecreases purpose vehicle revolving credit facility (the “SPV Facility” and, together withto the Corporateapplicable Facility,margin rates resulting from the “amendments of our Credit Facilities”). in April 2025.
(d)The increase in share-based compensation expense was primarily attributable to an increase in incentive based grants related to incentive compensation awards issued in April 2024.2025.
(e)The increase in expenses allocated to the External Investment Manager was primarily related to (i) increased overall operating costs at Main Street, (ii) the positive operating results from the assets managed for clients of the External Investment Manager and (iii) an increase in assets under management.
Net investment income for the year ended December 31, 20242025 increased 5%3% to $355.1$352.7 million, or $4.09$3.95 per share, compared to net investment income of $339.0$341.4 million, or $4.14$3.93 per share, in 2023.2024. The increase in net investment income was principally attributable tois the result of the total investment income increase, partially offset by an increase in total investment income, partially offset by higher operating expenses, botheach as discussed above. NetThe increase in net investment income per share reflects thesethe changesincrease andin net investment income after the impact of the increase in weighted-average shares outstanding for the year ended December 31, 2024,2025, primarily due to shares issued through our (i) at-the-market offering program (the “ATM Program”), (ii) dividendequity reinvestmentincentive planplans and (iii) equityDRIP, incentivein plans.each case since the beginning of the prior year. The decreaseincrease in net investment income on a per share basis also includes a $0.05$0.03 per share decreaseincrease infrom investment incomeitems considered less consistent or non-recurring in nature.nature, including a $0.04 per share increase in investment income, partially offset by a $0.01 per share increase in deferred compensation expense.
Distributable net investment income for the year ended December 31, 20242025 increased 5%4% to $375.0$376.0 million, or $4.32$4.21 per share, compared to $356.8$361.3 million, or $4.36$4.16 per share, in 2023.2024. The increase in distributable net investment income was primarily due to theincreases increasedin level(i) of totalnet investment income, partially offset by higher operating expenses, excluding the impact of share-based compensation expense,income as discussed above,above and deferred(ii) share-based compensation expense. The decreaseincrease in distributable net investment income per share reflects the increase in distributable net investment income after the impact of the increase in weighted-average shares outstanding for the year ended December 31, 2024,2025, as discussed above. The decreaseincrease in distributable net investment income on a per share basis includes a $0.05$0.04 per share decreaseincrease in investment income considered less consistent or non-recurring in nature.
Net Realized Gain (Loss)
The following table provides aA summary of the primary components of the total net realized gain on investments of $46.0$54.6 million for the year ended December 31, 2024.2025 is as follows:
(a)Other activity includes realized gains and losses from transactions involving 30 portfolio companies which are not considered to be significant individually or in the aggregate.
A summary of the primary components of the total net realized gain on investments of $46.0 million for the year ended December 31, 2024 is as follows:
The following table provides a summary of the primary components of the total net realized loss on investments of $120.5 million for the year ended December 31, 2023.
(a)Other activity includes realized gains and losses from transactions involving 35 portfolio companies which are not considered to be significant individually or in the aggregate.
Net Unrealized Appreciation (Depreciation)
The following table provides aA summary of the total net unrealized appreciation of $137.7$98.9 million for the year ended December 31, 2024.2025 is as follows:
(a)Includes unrealized appreciation on 54 LMM portfolio investments and unrealized depreciation on 29 LMM portfolio investments.
(b)Includes $9.0 million of unrealized appreciation relating to the External Investment Manager.
A summary of the total net unrealized appreciation of $137.7 million for the year ended December 31, 2024 is as follows:
(b)Other primarily consists of (i) $71.9 million of unrealized appreciation relating to the External Investment Manager, (ii) $4.4 million of net unrealized appreciation relating to the Other Portfolio and (iii) $1.1 million of net unrealized appreciation relating to the assets of the deferred compensation plan.
The following table provides a summary of the total net unrealized appreciation of $232.6 million for the year ended December 31, 2023.
(a)Includes unrealized appreciation on 36 LMM portfolio investments and unrealized depreciation on 37 LMM portfolio investments.
(b)Other includesIncludes (i) $51.1$71.9 million of unrealized appreciation relating to the External Investment Manager, (ii) $4.1$4.4 million of net unrealized appreciation relating to the Other Portfolio and (iii) $1.2$1.1 million of net unrealized appreciation relating to the assets of the deferredDeferred compensationCompensation plan.Plan (as defined below).
Income Tax ProvisionTaxes
Main Street’s income taxes include excise tax expense at MSCC and federal and state income and other tax expenses at the Taxable Subsidiaries. MSCC has elected to be treated for U.S. federal income tax purposes as a RIC. MSCC’s taxable income includes the taxable income generated by MSCC and certain of its subsidiaries, including the Funds and Structured Subsidiaries, which are treated as disregarded entities for tax purposes. As a result of its investment activities and dividend policy and activities, MSCC incurs federal excise tax on its estimated undistributed taxable income. The Taxable Subsidiaries incur federal and state income and other taxes related to net investment income resulting from the Taxable Subsidiaries’ investment activities. The excise tax expense decrease for the year ended December 31, 2025 when compared to the prior year is due to a reduction in our estimated undistributed taxable income at MSCC, which is taxed at a 4% rate. The net investment income related federal and state income and other tax expenses increase for the year ended December 31, 2025 when compared to the prior year is due to increases in taxable net investment income at the Taxable Subsidiaries.
What changed in the latest 10-Q
Risk Factors
You should carefully consider the risks described below and all other information contained in this Quarterly Report on Form 10-Q, including our interim consolidated financial statements and the related notes thereto, before making a decision to purchase our securities. The risks and uncertainties described below are not the only ones facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may have a material adverse effect on our business, financial condition and/or operating results, as well as the market price of our securities.
In addition to the other information set forth in this report, you should carefully consider the risk factors described in Item 1A. Risk Factors in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 that we filed with the SEC on February 27, 2026, which could materially affect our business, financial condition and/or operating results.
There are no material changes to the risk factors as previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Comparison of the six months ended June 30, 2026 and 2025”
New heading “Investment Income”
New heading “Net Investment Income”
New heading “Distributable Net Investment Income”
New heading “Net Realized Gain”
New heading “Net Unrealized Depreciation”
New heading “Net Increase in Net Assets Resulting from Operations”
Largest changes
(b)The increase in interest expense was primarily related to an increase insee in full comparisonouraverage borrowings outstanding used to fund a portion of the growth of our Investment Portfolio, partially offset by(i)a decreased weighted-average interestratesrate on our Credit Facilities (as defined in the Liquidity and Capital Resources section below) due to decreases in benchmarkfloatingindexinterest rates and decreases to the applicable margin rates resulting from the amendments of our Credit Facilities in April 2025 and (ii) a decreased weighted-average interest rate on our unsecured debt obligations resulting from the repayment of the December 2025 Notes and the issuance of the August 2028 Notes (each as defined in the Liquidity and Capital Resources section below).rates.
“In August 2026, our Board of Directors authorized us to enter into a share purchase plan to purchase up to $20.0 million of shares of MSC Income’s common stock in the open market for a period beginning in September 2026 and ending in February 2027 at times when the market price per share of MSC Income’s common stock is trading below the most recently reported NAV per share of the common stock by certain pre-determined levels. …”see in full comparison
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Because we are internally managed, we do not pay any external investment advisory fees, but instead directly incur the operating costs associated with employing investment and portfolio management professionals. We believe that our internally managed structure provides us with a better alignment of interests between our management team and our employees and our stockholders and a beneficial operating expense structure when compared to other publicly traded and privately held investment firms which are externally managed, and our internally managed structure allows us the opportunity to leverage our non-interest operating expenses as we grow our Investment Portfolio and our External Investment Manager’s asset management business (as described below). The ratio of our total operating expenses, excluding interest expense, as a percentage of our quarterly average total assets was 1.3% for each of the trailing twelve months ended MarchJune 31,30, 2026 and 2025 and for the year ended December 31, 2025. The ratio of our total operating expenses, including interest expense, as a percentage of our quarterly average total assets was 3.7% and 3.8% for the trailing twelve months ended MarchJune 31,30, 2026 and 2025, respectively, and 3.7% for the year ended December 31, 2025. Our ratio of expenses as a percentage of our average net asset value (“NAV”) is described in greater detail in Note F — Financial Highlights in the notes to the consolidated financial statements included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q.
The External Investment Manager earns management fees based on the assets of the funds and accounts under management and may earn incentive fees, or a carried interest, based on the performance of the funds and accounts managed. For the three months ended MarchJune 31,30, 2026 and 2025, the External Investment Manager earned $6.1$6.2 million and $5.8$5.7 million in base management fees, respectively, $3.0 million and $2.7$3.7 million in incentive fees, net of waivers, respectively, and $0.2 million of administrative service fee income for each of the three months ended MarchJune 31,30, 2026 and 2025. For the threesix months ended MarchJune 31,30, 2026 and 2025, the External Investment Manager earned $12.3 million and $11.5 million in base management fees, respectively, $6.0 million and $6.4 million in incentive fees, net of waivers, respectively, and $0.4 million and $0.3 million of administrative service fee income, respectively. For the three and six months ended June 30, 2026, the External Investment Manager waived $1.0$0.3 million and $1.2 million, respectively, of incentive fees on income related to MSC Income. As of MarchJune 31,30, 2026, MSC Income had an expense accrual of $2.1$5.1 million of incentive fees on capital gains to the External Investment Manager. However, no capital gains incentive fees were currently contractually payable to the External Investment Manager as of MarchJune 31,30, 2026 and as a result no amounts were accrued by the External Investment Manager.
We have entered into an agreement with the External Investment Manager to share employees in connection with its asset management business generally, and specifically for its relationship with MSC Income and its other clients. Through this agreement, we share employees with the External Investment Manager, including their related infrastructure, business relationships, management expertise and capital raising capabilities, and we allocate the related expenses to the External Investment Manager pursuant to the sharing agreement. Our total expenses for the three months ended MarchJune 31,30, 2026 and 2025 are net of expenses allocated to the External Investment Manager of $5.5$6.6 million and $5.9 million, respectively. Our total expenses for the six months ended June 30, 2026 and 2025 are net of expenses allocated to the External Investment Manager of $12.1 million and $11.2 million, respectively The total contribution of the External Investment Manager to our net investment income consists of the combination of the expenses allocated to the External Investment Manager and the dividend income earned from the External Investment Manager. For the three months ended June 30, 2026 and 2025, dividends earned by us from the External Investment Manager were $2.1 million and $2.8 million, respectively. For each of the three months ended June 30, 2026 and 2025, the total contribution of the External Investment Manager to our net investment income was $8.7 million. For the six months ended June 30, 2026 and 2025, dividends earned by us from the External Investment Manager were $5.0 million and $5.3 million, respectively. For the six months ended June 30, 2026 and 2025, the total contribution of the External Investment Manager to our net investment income was $17.0 million and $16.6 million, respectively.
The total contribution of the External Investment Manager to our net investment income consists of the combination of the expenses allocated to the External Investment Manager and the dividend income earned from the External Investment Manager. For the three months ended March 31, 2026 and 2025, dividends earned by us from the External Investment Manager were $2.9 million and $2.5 million, respectively. For the three months ended March 31, 2026 and 2025, the total contribution of the External Investment Manager to our net investment income was $8.3 million and $7.8 million, respectively.
A summary of our LMM and Private Loan portfolio investments as of MarchJune 31,30, 2026 and December 31, 2025 is as follows (this information excludes Middle Market portfolio investments, Other Portfolio investments and the External Investment Manager, which are discussed further below):
(a)As of MarchJune 31,30, 2026, we had equity ownership in all of our LMM portfolio companies, and the average fully diluted equity ownership in those portfolio companies was 36%.
(b)The weighted-average annual effective yields were computed using the effective interest rates for all debt investments as of MarchJune 31,30, 2026, including amortization of deferred debt origination fees and accretion of original issue discount but excluding fees payable upon repayment of the debt investments and any debt investments on non-accrual status, and are weighted based upon the principal amount of each applicable debt investment as of MarchJune 31,30, 2026. The weighted-average annual effective yield on our debt portfolio as of MarchJune 31,30, 2026, including debt investments on non-accrual status, was 12.1% for our LMM portfolio investments and 9.7%9.6% for our Private Loan portfolio investments. The weighted-average annual effective yield is not reflective of what an investor in shares of our common stock will realize on their investment because it does not reflect changes in the market value of our stock, our utilization of debt capital in our capital structure, our expenses or any sales load paid by an investor.
(c)The average EBITDA is calculated using a simple average for the LMM portfolio companies and a weighted-average for the Private Loan portfolio companies. These calculations exclude certain portfolio companies, including fivesix LMM portfolio companies and sixfive Private Loan portfolio companies, as EBITDA is not a meaningful valuation metric for our investments in these portfolio companies, and those portfolio companies whose primary purpose is to own real estate and those portfolio companies whose primary operations have ceased and only residual value remains.
(c)The average EBITDA is calculated using a simple average for the LMM portfolio companies and a weighted-average for the Private Loan portfolio companies. These calculations exclude certain portfolio companies, including five LMM portfolio companies and six Private Loan portfolio companies, as EBITDA is not a meaningful valuation metric for our investments in these portfolio companies, and those portfolio companies whose primary purpose is to own real estate and those portfolio companies whose primary operations have ceased and only residual value remains.
For the three months ended March 31, 2026 and 2025, we achieved an annualized total return on investments of 8.9% and 16.0%, respectively. For the year ended December 31, 2025, we achieved a total return on investments of 16.4%. Total return on investments equals the total interest, dividend and fee income plus realized and unrealized changes in the fair value of the Investment Portfolio divided by the average quarterly Investment Portfolio balance at cost, in each case for the specified period. Our total return on investments is not reflective of what an investor in shares of our common stock will realize on their investment because it does not reflect changes in the market value of our stock, our utilization of debt capital in our capital structure, our expenses or any sales load paid by an investor.
As of MarchJune 31,30, 2026, we had Other Portfolio investments in 34 entities, spread across 13 investment managers, collectively totaling $138.5$141.3 million in fair value and $148.5$150.8 million in cost basis, which comprised 2.4%2.5% and 3.0% of our Investment Portfolio at fair value and cost, respectively. As of December 31, 2025, we had Other Portfolio investments in 33 entities, spread across 13 investment managers, collectively totaling $134.1 million in fair value and $141.6 million in cost basis, which comprised 2.4% and 3.0% of our Investment Portfolio at fair value and cost, respectively.
As of MarchJune 31,30, 2026, we had Middle Market portfolio investments in 11 portfolio companies, collectively totaling $81.9$83.1 million in fair value and $121.4$123.1 million in cost basis, which comprised 1.4% and 2.5% of our Investment Portfolio at fair value and cost, respectively. As of December 31, 2025, we had Middle Market portfolio investments in 11 portfolio companies, collectively totaling $83.5 million in fair value and $120.1 million in cost basis, which comprised 1.5% and 2.5% of our Investment Portfolio at fair value and cost, respectively.
As previously discussed in Note A.1. — Organization and Basis of Presentation — Organization in the notes to the consolidated financial statements included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q, we hold an investment in the External Investment Manager, a wholly-owned subsidiary that is treated as a portfolio investment. As of MarchJune 31,30, 2026, this investment had a fair value of $233.1$225.2 million and a cost basis of $29.5 million, which comprised 4.1%3.9% and 0.6% of our Investment Portfolio at fair value and cost, respectively. As of December 31, 2025, this investment had a fair value of $255.0 million and a cost basis of $29.5 million, which comprised 4.6% and 0.6% of our Investment Portfolio at fair value and cost, respectively.
For the three months ended June 30, 2026 and 2025, we achieved an annualized total return on investments of 17.3% and 16.4%, respectively. For the six months ended June 30, 2026 and 2025, we achieved an annualized total return on investments of 13.2% and 16.2%, respectively. For the year ended December 31, 2025, we achieved a total return on investments of 16.4%. Total return on investments equals the total interest, dividend and fee income plus realized and unrealized changes in the fair value of the Investment Portfolio divided by the average quarterly Investment Portfolio balance at cost, in each case for the specified period. Our total return on investments is not reflective of what an investor in shares of our common stock will realize on their investment because it does not reflect changes in the market value of our stock, our utilization of debt capital in our capital structure, our expenses or any sales load paid by an investor.
The most significant determination inherent in the preparation of our consolidated financial statements is the valuation of our Investment Portfolio and the related amounts of unrealized appreciation and depreciation. We consider this determination to be a critical accounting estimate, given the significant judgments and subjective measurements required. As of both MarchJune 31,30, 2026 and December 31, 2025, our Investment Portfolio valued at fair value represented 97% of our total assets. We are required to report our investments at fair value. We follow the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures (“ASC 820”). ASC 820 defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value and enhances disclosure requirements for fair value measurements. ASC 820 requires us to assume that the portfolio investment is to be sold in the principal market to independent market participants, which may be a hypothetical market. Market participants are defined as buyers and sellers in the principal market that are independent, knowledgeable and willing and able to transact. See Note B.1. — Summary of Significant Accounting Policies — Valuation of the Investment Portfolio in the notes to the consolidated financial statements included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q for a detailed discussion of our Valuation Procedures (as defined below).
Rule 2a-5 under the 1940 Act permits a BDC’s board of directors to designate its executive officers or investment adviser as a valuation designee to determine the fair value for its investment portfolio, subject to the active oversight of the board. Our Board of Directors has approved policies and procedures pursuant to Rule 2a-5 (the “Valuation Procedures”) and has designated a group of our executive officers to serve as the Board of Directors’ valuation designee. We believe our Investment Portfolio as of MarchJune 31,30, 2026 and December 31, 2025 approximates fair value as of those dates based on the markets in which we operate and other conditions in existence on those reporting dates.
We record interest and dividend income on the accrual basis to the extent amounts are expected to be collected. Dividend income is recorded as dividends are declared by the portfolio company or at the point an obligation exists for the portfolio company to make a distribution. We evaluate accrued interest and dividend income periodically for collectability. When a loan or debt security becomes 90 days or more past due, and if we otherwise do not expect the debtor to be able to service its debt obligation, we will generally place the loan or debt security on non-accrual status and cease recognizing interest income on that loan or debt security until the borrower has demonstrated the ability and intent to pay contractual amounts due. If a loan or debt security’s status significantly improves regarding the debtor’s ability to service the debt obligation, or if a loan or debt security is repaid, sold or written off, we remove it from non-accrual status. Generally, any interest payments received forfrom investments on non-accrual status reduce the cost basis of our investment and are not recorded as income.
We hold certain debt and preferred equity instruments in our Investment Portfolio that contain PIK interest and cumulative dividend provisions. The PIK interest, computed at the contractual rate specified in each debt agreement, is periodically added to the principal balance of the debt and is recorded as interest income. Thus, the actual collection of this interest may be deferred until the time of debt principal repayment. Cumulative dividends are recorded as dividend income, and any dividends in arrears are added to the balance of the preferred equity investment. The actual collection of these dividends in arrears may be deferred until such time as the preferred equity is redeemed or sold. To maintain RIC tax treatment (see Note B.10. — Summary of Significant Accounting Policies — Income Taxes in the notes to the consolidated financial statements included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q), these non-cash sources of income may need to be paid out to stockholders in the form of distributions, even though we may not have collected the PIK interest and cumulative dividends in cash. We stop accruing PIK interest and cumulative dividends and write off any accrued and uncollected interest and dividends in arrears when we determine that such PIK interest and dividends in arrears are no longer collectible. For the three months ended MarchJune 31,30, 2026 and 2025, (i) 2.7%2.9% and 2.9%,2.3%, respectively, of our total investment income was attributable to PIK interest income not paid currently in cash and (ii) 0.7% and 0.5%,0.9%, respectively, of our total investment income was attributable to cumulative dividend income not paid currently in cash. For the six months ended June 30, 2026 and 2025, 2.8% and 2.6%, respectively, of our total investment income was attributable to PIK interest income not paid currently in cash. For each of the six months ended June 30, 2026 and 2025, 0.7% of our total investment income was attributable to cumulative dividend income not paid currently in cash.
A summary of the composition of our total combined LMM, Private Loan and Middle Market portfolio investments at cost and fair value by type of investment as a percentage of the total combined LMM, Private Loan and Middle Market portfolio investments as of MarchJune 31,30, 2026 and December 31, 2025 is as follows (this information excludes Other Portfolio investments and the External Investment Manager, which are discussed above):
As of MarchJune 31,30, 2026, investments on non-accrual status were $68.3$65.2 million at fair value and $199.1$198.5 million at cost and comprised 1.2%1.1% and 4.0% of our total Investment Portfolio at fair value and cost, respectively. As of December 31, 2025, investments on non-accrual status were $56.3 million at fair value and $155.3 million at cost and comprised 1.0% and 3.3% of our total Investment Portfolio at fair value and cost, respectively.
Comparison of the three months ended MarchJune 31,30, 2026 and 2025
Set forth below is a comparison of the results of operations and a reconciliation of net investment income to distributable net investment income and to distributable net investment income before taxes for the three months ended MarchJune 31,30, 2026 and 2025.
Total investment income for the three months ended MarchJune 31,30, 2026 was $140.1$149.6 million, a 2%4% increase from the $137.0$144.0 million for the corresponding period of 2025. A summary of the changes in the comparable period activity is as follows:
(b)The decrease in dividend income was primarily a result of dividend income decreases of (i) $8.0$8.8 million from our LMM portfolio companies andcompanies, (ii) $0.7$0.8 million from our PrivateExternal LoanInvestment portfolioManager companies,and partially(iii) offset by a $0.6$0.5 million increasefrom in dividend income fromour Other Portfolio investments.
(c)The increase in fee income was primarily due to increases of (i) $2.6 million related to increased investment activity and (ii) $1.0$2.8 million from increased refinancing and prepayment of Investment Portfolio debt investments.investments and (ii) $1.5 million related to increased investment activity.
(d)The increase in total investment income includes a net increase of $1.7$1.4 million in certain income considered less consistent or non-recurring, including increases of (i) $1.0$3.1 million in such fee income and (ii) $0.7$0.8 million in such interest income from accelerated prepayment, repricing and other activity related to certain Investment Portfolio debt investments, partially offset by a decrease of $2.5 million in such dividend income.
Total expenses for the three months ended MarchJune 31,30, 2026 were $52.3$55.8 million, ana 11%10% increase from the $47.2$50.6 million in the corresponding period of 2025. A summary of the changes in the comparable period activity is as follows:
NM — Net Change % not meaningful (a)The increase in cash compensation was primarily attributable to increases in employee headcount to support our growing Investment Portfolio and asset management activities, base compensation rates and other compensation related accruals.
(b)The increase in interest expense was primarily related to an increase in our average borrowings outstanding used to fund a portion of the growth of our Investment Portfolio, partially offset by (i)a decreased weighted-average interest ratesrate on our Credit Facilities (as defined in the Liquidity and Capital Resources section below) due to decreases in benchmark floating index interest rates and decreases to the applicable margin rates resulting from the amendments of our Credit Facilities in April 2025 and (ii) a decreased weighted-average interest rate on our unsecured debt obligations resulting from the repayment of the December 2025 Notes and the issuance of the August 2028 Notes (each as defined in the Liquidity and Capital Resources section below).rates.
(c)The increase in expenses allocated to the External Investment Manager was primarily driven by the increased compensation expenses.
Net investment income for the three months ended MarchJune 31,30, 2026 decreasedincreased 2% to $84.6$90.3 million, or $0.93$0.97 per share, compared to $85.9$88.2 million, or $0.97$0.99 per share, in the corresponding period of 2025. The decreaseincrease in net investment income is the result of the increase in the total expenses, partially offset by (i) the increase in total investment income, each as discussed aboveabove, and (ii) the decrease in net investment income related tax expenses, as discussed below.below, partially offset by the increase in the total expenses, as discussed above. The decrease in net investment income per share reflects the decreaseincrease in net investment income after the impact of the increase in weighted-average shares outstanding for the three months ended MarchJune 31,30, 2026, primarily due to shares issued since the beginning of the comparable period of the prior year through our (i) at-the-market offering program (the “ATM Program”), (ii) dividend reinvestment plan (“DRIP”) and (iii) equity incentive compensation plans. The decrease in net investment income on a per share basis is after a net increase of $0.01 per share resulting from itemsan increase in investment income considered less consistent or non-recurring in nature, includingas adiscussed $0.02 per share increase in such investment income, partially offset by a $0.01 per share increase in deferred compensation expenses.above.
Distributable net investment income for the three months ended MarchJune 31,30, 2026 decreasedincreased 0.1%3% to $90.8$97.4 million, or $1.00$1.04 per share, compared to $90.9$94.3 million, or $1.02$1.06 per share, in the corresponding period of 2025. The decreaseincrease in distributable net investment income was primarily due to the decreaseincrease in net investment income, as discussed above, excluding the negative impact of the increases in (i) deferred compensation expense and (ii) share-based compensation expense. The decrease in distributable net investment income per share reflects the decreaseincrease in distributable net investment income after the impact of the increase in weighted-average shares outstanding for the three months ended MarchJune 31,30, 2026, as discussed above. The decrease in distributable net investment income on a per share basis is after a $0.02$0.01 per share increase in investment income considered less consistent or non-recurring in nature.nature, as discussed above.
A summary of the primary components of the total net realized gain on investments of $18.0$32.8 million for the three months ended MarchJune 31,30, 2026 is as follows:
(a)Other activity includes realized gains and losses from transactions involving eight14 portfolio companies which are not considered to be significant individually or in the aggregate.
Net Unrealized DepreciationAppreciation
A summary of the total net unrealized depreciationappreciation of $50.6$32.2 million for the three months ended MarchJune 31,30, 2026 is as follows:
Main Street’s income taxes include excise tax expense at MSCC and federal and state income and other tax expenses at the Taxable Subsidiaries. MSCC has elected to be treated for U.S. federal income tax purposes as a RIC. MSCC’s taxable income includes the taxable income generated by MSCC and certain of its subsidiaries, including the Funds and Structured Subsidiaries, which are treated as disregarded entities for tax purposes. As a result of its investment activities and dividend policy and activities, MSCC incurs federal excise tax on its estimated undistributed taxable income. The Taxable Subsidiaries incur federal and state income and other taxes related to net investment income resulting from the Taxable Subsidiaries’ investment activities. The excise tax expense decrease for the three months ended MarchJune 31,30, 2026 when compared to the prior year is due to a reduction in our estimated undistributed taxable income at MSCC, which is taxed at a 4% rate. The net investment income related federal and state income and other tax expenses increasedecrease for the three months ended MarchJune 31,30, 2026 when compared to the prior year is due to increasesdecreases in taxable net investment income at the Taxable Subsidiaries.
The net increase in net assets resulting from operations for the three months ended MarchJune 31,30, 2026 decreasedincreased 58%20% to $49.0$147.6 million, or $0.54$1.58 per share, compared to $116.1$122.5 million, or $1.31$1.37 per share, duringfor the three months ended MarchJune 31,30, 2025. The tables above provide a summary of the reasons for the change in net increase in net assets resulting from operations for the three months ended MarchJune 31,30, 2026 as compared to the three months ended MarchJune 31,30, 2025.
Comparison of the six months ended June 30, 2026 and 2025
Set forth below is a comparison of the results of operations, and a reconciliation of net investment income to distributable net investment income and distributable net investment income before taxes for the six months ended June 30, 2026 and 2025.
NM — Net change % not meaningful (a)Distributable net investment income is net investment income as determined in accordance with U.S. GAAP, excluding the impact of share-based compensation expense and deferred compensation expense or benefit. We believe presenting distributable net investment income and the related per share amounts is useful and appropriate supplemental disclosure for analyzing our financial performance since (i) share-based compensation does not require settlement in cash and (ii) deferred compensation expense or benefit does not result in a net cash impact to Main Street upon settlement. However, distributable net investment income is a non-U.S. GAAP measure and should not be considered as a replacement for net investment income or other earnings measures presented in accordance with U.S. GAAP and should be reviewed only in connection with such U.S. GAAP measures in analyzing our financial performance. A reconciliation of net investment income in accordance with U.S. GAAP to distributable net investment income is detailed in the table above.
(b)Distributable net investment income before taxes is net investment income as determined in accordance with U.S. GAAP, excluding the impact of share-based compensation expense, deferred compensation expense or benefit and any tax expenses included in net investment income. We believe presenting distributable net investment income before taxes and the related per share amounts is useful and appropriate supplemental disclosure for analyzing our financial performance since (i) share-based compensation does not require settlement in cash, (ii) deferred compensation expense or benefit does not result in a net cash impact to Main Street upon settlement and (iii) tax expenses included in net investment income may include (a) excise tax expense, which is not solely attributable to net investment income, and (b) deferred taxes, which are not payable in the current period. However, distributable net investment income before taxes is a non-U.S. GAAP measure and should not be considered as a replacement for net investment income, net investment income before taxes or other earnings measures presented in accordance with U.S. GAAP and should be reviewed only in connection with such U.S. GAAP measures in analyzing our financial performance. A reconciliation of net investment income in accordance with U.S. GAAP to distributable net investment income before taxes is detailed in the table above.
Investment Income
Total investment income for the six months ended June 30, 2026 was $289.7 million, a 3% increase from the $281.0 million for the corresponding period of 2025. A summary of the changes in the comparable period activity is as follows:
(a)The increase in interest income was primarily attributable to higher average levels of income producing Investment Portfolio debt investments, partially offset by (i) a decrease in interest rates, primarily resulting from decreases in benchmark index interest rates on floating rate Investment Portfolio debt investments, and (ii) the negative impact from Investment Portfolio debt investments on non-accrual status.
(b)The decrease in dividend income was primarily a result of decreases of (i) $16.9 million from our LMM portfolio companies and (ii) $1.0 million from our Private Loan portfolio companies.
(c)The increase in fee income was primarily due to increases of (i) $4.1 million related to increased investment activity and (ii) $3.8 million from increased refinancing and repayment of Investment Portfolio debt investments.
(d)The increase in total investment income includes a net increase of $3.1 million in certain income considered less consistent or non-recurring, including increases of (i) $4.1 million increase in such fee income and (ii) $0.9 million in such interest income from accelerated prepayment, repricing and other activity related to certain Investment Portfolio debt investments, partially offset by a decrease of $1.8 million in such dividend income.
Expenses
Total expenses for the six months ended June 30, 2026 were $108.0 million, a 10% increase from the $97.9 million in the corresponding period of 2025. A summary of the changes in the comparable period activity is as follows:
NM — Net Change % not meaningful (a)The increase in cash compensation was primarily attributable to increases in employee headcount to support our growing Investment Portfolio and asset management activities, base compensation rates and other compensation related accruals.
(b)The increase in interest expense was primarily related to an increase in average borrowings outstanding used to fund a portion of the growth of our Investment Portfolio, partially offset by a decreased weighted-average interest rate on our Credit Facilities due to decreases in benchmark index rates and a decreased weighted-average interest rate on our unsecured debt borrowings as a result of borrowing and refinancing activities.
Net Investment Income
Net investment income for the six months ended June 30, 2026 increased 0.5% to $174.9 million, or $1.90 per share, compared to $174.1 million, or $1.96 per share, in the corresponding period of 2025. The increase in net investment income is the result of (i) the increase in total investment income, as discussed above, and (ii) the decrease in net investment income related tax expenses, as discussed below, partially offset by the increase in the total expenses, as discussed above. The decrease in net investment income per share reflects the increase in net investment income after the impact of the increase in weighted-average shares outstanding for the six months ended June 30, 2026, primarily due to shares issued since the beginning of the comparable period of the prior year through our (i) ATM Program, (ii) DRIP and (iii) equity incentive compensation plans. The decrease in net investment income on a per share basis is after a net increase of $0.02 per share resulting from items considered less consistent or non-recurring in nature, including a $0.03 per share increase in such investment income, as discussed above, partially offset by a $0.01 per share increase in deferred compensation expenses.
Distributable Net Investment Income
Distributable net investment income for the six months ended June 30, 2026 increased 2% to $188.2 million, or $2.05 per share, compared to $185.3 million, or $2.08 per share, in the corresponding period of 2025. The increase in distributable net investment income was primarily due to the increase in net investment income, as discussed above, excluding the negative impact of increases in (i) deferred compensation expense and (ii) share-based compensation expense. The decrease in distributable net investment income per share reflects the increase in distributable net investment income after the impact of the increase in weighted-average shares outstanding for the six months ended June 30, 2026, as discussed above. The decrease in distributable net investment income on a per share basis is after a $0.03 per share increase in investment income considered less consistent or non-recurring in nature, as discussed above.
Net Realized Gain
A summary of the primary components of the total net realized gain on investments of $50.8 million for the six months ended June 30, 2026 is as follows:
(a)Other activity includes realized gains and losses from transactions involving 17 portfolio companies which are not considered to be significant individually or in the aggregate.
Net Unrealized Depreciation
MAIN insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 1 Form 4 filing (1 insider, 1 trade date, 2,550 shares, about $150.6K) and open-market sales in 2 filings (2 insiders, 2 trade dates, 41,830 shares, about $2.4M). Net open-market shares: -39,280 (purchases minus sales); net value about -$2.3M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-09-02 | Beauvais Jason B |
Gift | 126 | — | — |
| 2026-08-21 | Morris Jesse E |
Open-market sale | 35,000 | $58.55 | $2.0M |
| 2026-08-14 | Mchugh Ryan |
Other | 37 | $59.23 | $2.2K |
| 2026-08-14 | Mchugh Ryan |
Other | 31 | $59.23 | $1.8K |
| 2026-08-14 | Magdol David L. |
Other | 58 | $59.23 | $3.4K |
| 2026-08-14 | Magdol David L. |
Other | 61 | $59.00 | $3.6K |
| 2026-08-14 | Jackson John Earl |
Other | 88 | $59.23 | $5.2K |
| 2026-08-14 | Jackson John Earl |
Other | 226 | $58.80 | $13.3K |
| 2026-08-14 | Jackson John Earl |
Other | 9 | $59.13 | $532 |
| 2026-08-14 | Lane Brian E. |
Other | 64 | $59.23 | $3.8K |
| 2026-08-14 | Lane Brian E. |
Other | 172 | $58.80 | $10.1K |
| 2026-08-14 | Griffin Jon Kevin |
Other | 20 | $59.23 | $1.2K |
| 2026-08-14 | Griffin Jon Kevin |
Other | 231 | $58.80 | $13.6K |
| 2026-08-14 | Solcher Stephen B |
Other | 186 | $58.80 | $10.9K |
| 2026-08-14 | Shive Dunia A |
Other | 97 | $58.80 | $5.7K |
| 2026-08-14 | Hyzak Dwayne L. |
Other | 407 | $59.23 | $24.1K |
| 2026-08-14 | Foster Vincent D |
Other | 81 | $59.23 | $4.8K |
| 2026-08-14 | Foster Vincent D |
Other | 156 | $59.23 | $9.3K |
| 2026-08-14 | Foster Vincent D |
Other | 81 | $59.23 | $4.8K |
| 2026-08-14 | Foster Vincent D |
Other | 1,056 | $59.23 | $62.5K |
| 2026-08-14 | Foster Vincent D |
Other | 13 | $59.23 | $765 |
| 2026-08-14 | Beauvais Jason B |
Other | 98 | $59.23 | $5.8K |
| 2026-08-13 | Mchugh Ryan |
Open-market purchase | 500 | $59.09 | $29.5K |
| 2026-08-13 | Mchugh Ryan |
Open-market purchase | 2,050 | $59.04 | $121.0K |
| 2026-07-15 | Shive Dunia A |
Other | 106 | $53.41 | $5.7K |
| 2026-07-15 | Griffin Jon Kevin |
Other | 22 | $53.09 | $1.2K |
| 2026-07-15 | Griffin Jon Kevin |
Other | 253 | $53.41 | $13.5K |
| 2026-07-15 | Solcher Stephen B |
Other | 203 | $53.41 | $10.9K |
| 2026-07-15 | Mchugh Ryan |
Other | 34 | $53.09 | $1.8K |
| 2026-07-15 | Mchugh Ryan |
Other | 41 | $53.09 | $2.2K |
| 2026-07-15 | Jackson John Earl |
Other | 247 | $53.41 | $13.2K |
| 2026-07-15 | Jackson John Earl |
Other | 10 | $53.47 | $535 |
| 2026-07-15 | Jackson John Earl |
Other | 97 | $53.09 | $5.2K |
| 2026-07-15 | Magdol David L. |
Other | 64 | $53.09 | $3.4K |
| 2026-07-15 | Magdol David L. |
Other | 67 | $53.50 | $3.6K |
| 2026-07-15 | Lane Brian E. |
Other | 72 | $53.09 | $3.8K |
| 2026-07-15 | Lane Brian E. |
Other | 188 | $53.41 | $10.1K |
| 2026-07-15 | Hyzak Dwayne L. |
Other | 451 | $53.09 | $24.0K |
| 2026-07-15 | Foster Vincent D |
Other | 90 | $53.09 | $4.8K |
| 2026-07-15 | Foster Vincent D |
Other | 14 | $53.09 | $761 |
| 2026-07-15 | Foster Vincent D |
Other | 1,172 | $53.09 | $62.2K |
| 2026-07-15 | Foster Vincent D |
Other | 90 | $53.09 | $4.8K |
| 2026-07-15 | Foster Vincent D |
Other | 174 | $53.09 | $9.2K |
| 2026-07-15 | Beauvais Jason B |
Other | 109 | $53.09 | $5.8K |
| 2026-06-30 | Beauvais Jason B |
Open-market sale | 6,830 | $51.73 | $353.3K |
| 2026-06-29 | Shive Dunia A |
Other | 124 | $51.56 | $6.4K |
| 2026-06-29 | Griffin Jon Kevin |
Other | 26 | $51.01 | $1.3K |
| 2026-06-29 | Griffin Jon Kevin |
Other | 296 | $51.56 | $15.2K |
| 2026-06-29 | Solcher Stephen B |
Other | 237 | $51.56 | $12.2K |
| 2026-06-29 | Mchugh Ryan |
Other | 34 | $51.01 | $1.7K |
| 2026-06-29 | Mchugh Ryan |
Other | 48 | $51.01 | $2.4K |
| 2026-06-29 | Jackson John Earl |
Other | 288 | $51.56 | $14.9K |
| 2026-06-29 | Jackson John Earl |
Other | 114 | $51.01 | $5.8K |
| 2026-06-29 | Magdol David L. |
Other | 75 | $51.01 | $3.8K |
| 2026-06-29 | Lane Brian E. |
Other | 220 | $51.56 | $11.3K |
| 2026-06-29 | Lane Brian E. |
Other | 84 | $51.01 | $4.3K |
| 2026-06-29 | Hyzak Dwayne L. |
Other | 529 | $51.01 | $27.0K |
| 2026-06-29 | Foster Vincent D |
Other | 105 | $51.01 | $5.4K |
| 2026-06-29 | Foster Vincent D |
Other | 17 | $51.01 | $856 |
| 2026-06-29 | Foster Vincent D |
Other | 1,373 | $51.01 | $70.0K |
Well-known investors holding MAIN (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| D. E. Shaw & Co. | 2026-06-30 | 375,318 | $19.5M | 0.01% | Reduced 31% |
| Millennium Management (Israel Englander) | 2026-06-30 | 134,503 | $7.0M | 0.0% | Reduced 63% |
| Point72 Asset Management (Steve Cohen) | 2026-06-30 | 72,144 | $3.8M | — | Sold out |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 31,531 | $1.6M | 0.0% | Added 5% |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 23,028 | $1.2M | 0.0% | Added 33% |
| Two Sigma Investments | 2026-06-30 | 10,300 | $534.4K | 0.0% | Reduced 98% |