8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________________________________________________

FORM 8-K

__________________________________________________________________________

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) January 16, 2025

__________________________________________________________________________

Main Street Capital Corporation

(Exact name of registrant as specified in its charter)

Maryland	814-00746	41-2230745
(State or other jurisdiction<br><br>of incorporation)	(Commission File Number)	(IRS Employer Identification No.)		1300 Post Oak Boulevard, 8th Floor, Houston, Texas	77056
---	---
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code:   713-350-6000

Not Applicable

___________________________________________________________________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.01 per share	MAIN	New York Stock Exchange

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

Emerging growth company o

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

Item 2.02    Results of Operations and Financial Condition.

On January 16, 2025, the Registrant issued a press release announcing certain preliminary estimates of its financial condition and results of operations for its fiscal year ended December 31, 2024, as well as other information. A copy of such press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information disclosed herein, including Exhibit 99.1 hereto, shall be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall be deemed incorporated by reference into the Registrant’s filings made under the Securities Act of 1933, as amended; provided, however, that information contained on the Company’s website referred to in the press release attached hereto as Exhibit 99.1 is not incorporated by reference herein or in Exhibit 99.1 and is not a part of this Form 8-K or Exhibit 99.1.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits

99.1	Press release dated January 16, 2025
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Main Street Capital Corporation
Date: January 16, 2025	By:	/s/ Jason B. Beauvais
		Name:    Jason B. Beauvais
		Title:      General Counsel

MAIN-2025.1.16-EX-99.1 Exhibit 99.1

NEWS RELEASE
Contacts:<br><br>Main Street Capital Corporation<br><br>Dwayne L. Hyzak, CEO, dhyzak@mainstcapital.com<br><br>Ryan R. Nelson, CFO, rnelson@mainstcapital.com<br><br>713-350-6000<br><br>Dennard Lascar Investor Relations<br><br>Ken Dennard / ken@dennardlascar.com<br><br>Zach Vaughan / zvaughan@dennardlascar.com<br><br>713-529-6600

Main Street Announces Preliminary Estimate of Fourth Quarter 2024 Operating

Results

Announces Federal Tax Treatment of 2024 Dividends

Announces Fourth Quarter and Full Year 2024 Earnings Release and Conference Call

Schedule

HOUSTON – January 16, 2025 – Main Street Capital Corporation (NYSE: MAIN) (“Main Street” or the

“Company”) is pleased to announce its preliminary operating results for the fourth quarter of 2024, the

federal tax treatment of its dividends paid in 2024 and its fourth quarter and full year 2024 earnings release

and conference call schedule.

In commenting on the Company’s preliminary operating results for the fourth quarter of 2024, Dwayne L.

Hyzak, Main Street’s Chief Executive Officer, stated, “We are extremely pleased with our continued strong

performance in the fourth quarter, which closed another record year for Main Street across several key

financial metrics. Our preliminary operating results highlight that our fourth quarter performance resulted in

another quarter of strong operating results, including favorable distributable net investment income per

share and significant net realized gains and net unrealized appreciation, which resulted in an estimated

record return on equity of over 25% for the fourth quarter. We are extremely pleased with our fourth quarter

and full year 2024 results and look forward to sharing the full details of our results in a few weeks.”

Preliminary Estimates of Fourth Quarter 2024 Results

Main Street’s preliminary estimate of fourth quarter 2024 net investment income (“NII”) is $1.01 to $1.03

per share and distributable net investment income (“DNII”) is $1.07 to $1.09 per share.(1)

Main Street’s preliminary estimate of net asset value (“NAV”) per share as of December 31, 2024 is $31.62

to $31.68, representing an increase of $1.05 to $1.11 per share, or 3.4% to 3.6%, from the NAV per share of

$30.57 as of September 30, 2024, with this increase after the impact of the supplemental dividend paid in

December 2024 of $0.30 per share. The estimated increase in NAV per share is primarily due to the net fair

value increase on the investment portfolio resulting from the net unrealized appreciation and the net realized

gain on portfolio investments, including an increase in the fair value of the wholly-owned asset manager, the

accretive impact of equity issuances during the quarter and the net tax benefit for the quarter.

As a result of Main Street’s preliminary estimates of NII, net changes in the fair market value of its

investment portfolio and the net tax benefit as noted above, Main Street estimates that it generated a

quarterly annualized return on equity of over 25% for the fourth quarter of 2024(2) and actual return on

equity of over 19% for the full year.(2)

Main Street preliminarily estimates that investments on non-accrual status comprised 0.9% of the total

investment portfolio at fair value and 3.5% at cost as of December 31, 2024.

Investment Portfolio Activity

The Company’s fourth quarter 2024 operating activities include the following investment activity in the

lower middle market (“LMM”), private loan and middle market investment strategies:

•$167.6 million in total LMM portfolio investments, which after aggregate repayments of debt

investments, return of invested equity capital and a decrease in cost basis due to realized losses

resulted in a net increase of $11.4 million in the total cost basis of the LMM investment portfolio;

•$108.0 million in total private loan portfolio investments, which after aggregate repayments of  debt

investments and a decrease in cost basis due to a realized loss resulted in a net increase of $6.7

million in the total cost basis of the private loan investment portfolio; and

•a net decrease of $25.2 million in the total cost basis of the middle market investment portfolio.

Federal Tax Treatment of 2024 Dividends

Main Street has posted information regarding the U.S. federal income tax characteristics of its dividends

paid in 2024 on its website under “2024 Form 1099 Information” (https://www.mainstcapital.com/investors/

listed-securities-information/tax-information).(3) Main Street paid dividends totaling $4.11 per share in 2024,

with approximately 31% of such dividends taxed as qualified dividends and approximately 69% taxed as

ordinary income. Qualified dividends paid to non-corporate taxpayers (including individuals) qualify for

favorable tax treatment under the Internal Revenue Code (“IRC”) and, for 2024, will generally be subject to

a maximum 20% U.S. federal income tax rate (plus a 3.8% Medicare surtax, if applicable).

Federal Tax Treatment of 2024 Dividends – Non-U.S. Shareholders

Non-U.S. resident and foreign corporation shareholders (“Non-U.S. Shareholders”) in a Regulated

Investment Company (“RIC”), such as Main Street, are exempt from U.S. withholding tax on both “interest-

related” dividends and short-term capital gains in accordance with the IRC Sections 871(k) and 881(e). In

addition, Non-U.S. Shareholders in a RIC are also exempt from U.S. withholding tax on long-term capital

gains. Main Street paid dividends totaling $4.11 per share in 2024, with approximately 36% of such

dividends relating to “interest-related” dividends and short-term capital gains. See the “Tax Treatment of

2024 Dividends for Non-U.S. Shareholders” posted on Main Street’s website for more details (https://

www.mainstcapital.com/investors/listed-securities-information/tax-information).(3)

To the extent Non-U.S. Shareholder taxes were withheld on dividends distributed, this information may be

considered in connection with any claims for refund on taxes made with the U.S. Internal Revenue Service.

Non-U.S. Shareholders should contact their tax advisor with any questions regarding this information.

Fourth Quarter and Full Year 2024 Earnings Release and Conference Call Schedule

Main Street’s fourth quarter and full year 2024 results will be released on Thursday, February 27, 2025,

after the financial markets close. In conjunction with the release, Main Street has scheduled a conference

call, which will be broadcast live via phone and over the Internet, on Friday, February 28, 2025, at 10:00

a.m. Eastern time. Investors may participate either by phone or audio webcast.(3)

By Phone:Dial 412-902-0030 at least 10 minutes before the call. A replay will be available through

March 7, 2025 by dialing 201-612-7415 and using the access code 13750941#.

By Webcast:Connect to the webcast via the Investor Relations section of Main Street’s website at

www.mainstcapital.com. Please log in at least 10 minutes in advance to register and

download any necessary software. A replay of the conference call will be available on

Main Street’s website shortly after the call and will be accessible until the date of Main

Street’s earnings release for the next quarter.

ABOUT MAIN STREET CAPITAL CORPORATION

Main Street (www.mainstcapital.com) is a principal investment firm that primarily provides customized

long-term debt and equity capital solutions to lower middle market companies and debt capital to private

companies owned by or in the process of being acquired by a private equity fund. Main Street’s portfolio

investments are typically made to support management buyouts, recapitalizations, growth financings,

refinancings and acquisitions of companies that operate in diverse industry sectors. Main Street seeks to

partner with entrepreneurs, business owners and management teams and generally provides customized

“one-stop” debt and equity financing alternatives within its lower middle market investment strategy. Main

Street seeks to partner with private equity fund sponsors and primarily invests in secured debt investments

in its private loan investment strategy. Main Street’s lower middle market portfolio companies generally

have annual revenues between $10 million and $150 million. Main Street’s private loan portfolio companies

generally have annual revenues between $25 million and $500 million.

Main Street, through its wholly owned portfolio company MSC Adviser I, LLC (“MSC Adviser”), also

maintains an asset management business through which it manages investments for external parties. MSC

Adviser is registered as an investment adviser under the Investment Advisers Act of 1940, as amended.

FORWARD-LOOKING STATEMENTS AND OTHER MATTERS

Main Street cautions that statements in this press release which are forward-looking and provide other than

historical information, including but not limited to the preliminary estimates of fourth quarter and full year

2024 financial information and results and the declaration and payment of future dividends, are based on

current conditions and information available to Main Street as of the date hereof. Although its management

believes that the expectations reflected in those forward-looking statements are reasonable, Main Street can

give no assurance that those expectations will prove to be correct. Those forward-looking statements are

made based on various underlying assumptions and are subject to numerous uncertainties and risks,

including, without limitation, such factors described under the captions “Cautionary Statement Concerning

Forward-Looking Statements” and “Risk Factors” included in Main Street’s filings with the Securities and

Exchange Commission (the “SEC”) (www.sec.gov). Main Street undertakes no obligation to update the

information contained herein to reflect subsequently occurring events or circumstances, except as required

by applicable securities laws and regulations.

The preliminary estimates of fourth quarter and full year 2024 financial information and results furnished

above are based on Main Street management’s preliminary determinations and current expectations, and

such information is inherently uncertain. The preliminary estimates provided herein have been prepared by,

and are the responsibility of, management and are subject to completion of Main Street’s customary year-

end closing and review procedures and third-party audit, including the determination of the fair value of

Main Street’s portfolio investments. As a result, actual results could differ materially from the current

preliminary estimates based on adjustments made during Main Street’s year-end closing and review

procedures and third-party audit, and Main Street’s reported information in its Annual Report on Form 10-K

for the year ended December 31, 2024 may differ from this information, and any such differences may be

material. In addition, the information furnished above does not include all of the information regarding Main

Street’s financial condition and results of operations for the quarter and full year periods ended

December 31, 2024 that may be important to readers. As a result, readers are cautioned not to place undue

reliance on the information furnished in this press release and should view this information in the context of

Main Street’s full fourth quarter and full year 2024 results when such results are disclosed by Main Street in

its Annual Report on Form 10-K for the year ended December 31, 2024. The information furnished in this

press release is based on Main Street’s management’s current expectations that involve substantial risks and

uncertainties that could cause actual results to differ materially from the results expressed in, or implied by,

such information.

Neither this press release nor the 2024 Form 1099 Information or the Tax Treatment of 2024 Dividends for

Non-U.S. Shareholders information referenced above is intended to constitute tax, legal, investment or other

professional advice. This is general information and reference should be made to your 2024 Form 1099-DIV

for tax reporting purposes. Shareholders should receive their 2024 Form 1099-DIVs by mid-February 2025

(generally from their brokers) and should consult a tax advisor for tax guidance pertinent to their specific

facts and circumstances. If you did not hold Main Street stock for all of calendar year 2024, your 1099-DIV

will only reflect the tax characteristics for the portion of the year you owned Main Street stock.

Main Street has an existing effective shelf registration statement on Form N-2 on file with the SEC relating

to the offer and sale from time to time of its securities. Investors are advised to carefully consider the

investment objective, risks and charges and expenses of Main Street before investing in any of Main Street’s

securities. The prospectus included in the shelf registration statement, together with any related prospectus

supplement, contain this and other information about Main Street and should be read carefully before

investing. A copy of the prospectus and any related prospectus supplement may be obtained by contacting

Main Street.

End Notes

(1)Distributable net investment income is net investment income as determined in accordance with

U.S. Generally Accepted Accounting Principles, or U.S. GAAP, excluding the impact of non-

cash compensation expenses, which includes both share-based compensation expenses and

deferred compensation expense or benefit. Main Street believes presenting distributable net

investment income per share is useful and appropriate supplemental disclosure for analyzing its

financial performance, since share-based compensation does not require settlement in cash and

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 and other earnings

measures presented in accordance with U.S. GAAP. Instead, distributable net investment income

should be reviewed only in connection with such U.S. GAAP measures in analyzing Main

Street’s financial performance. In order to reconcile estimated distributable net investment

income per share to estimated net investment income per share in accordance with U.S. GAAP

for the fourth quarter of 2024, an estimated $0.05 to $0.06 per share of non-cash compensation

expenses are added back to calculate estimated distributable net investment income per share.

(2)Return on equity equals the net increase in net assets resulting from operations divided by the

average quarterly total net assets.

(3)No information contained on the Company’s website or disclosed on the February 28, 2025

conference call, including the webcast and the archived versions, is incorporated by reference in

this press release or any of the Company’s filings with the SEC, and you should not consider that

information to be part of this press release or any other such filing.