msif-20260630
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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) June 30, 2026
__________________________________________________________________________
MSC Income Fund, Inc.
(Exact name of registrant as specified in its charter)
Maryland
814-00939
45-3999996
(State or other jurisdiction 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 $0.001 per share
MSIF
New York Stock Exchange
NYSE Texas
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On June 30, 2026, MSC Income Fund, Inc. (“MSC Income” or the “Fund”) announced that its board of directors (“Board”)
approved a Chief Executive Officer (“CEO”) succession plan (the “Plan”) for MSC Income. Pursuant to the Plan, Dwayne
L. Hyzak, who has served as MSC Income’s Chairman and CEO since October 2020, will transition the role and
responsibilities of CEO to Nicholas T. Meserve, with this transition currently expected to occur in the fourth quarter of
2026. Following the transition, Mr. Hyzak will serve as MSC Income’s Executive Chairman, and in this capacity he will
work closely with Mr. Meserve as CEO. The Board’s approval of the Plan does not constitute an immediate appointment of
Mr. Meserve as CEO or Mr. Hyzak as Executive Chairman.
Mr. Meserve, age 46, currently serves as a Managing Director of MSC Income and group head of its private credit
investment team. Reference is made to the biographical information with respect to Mr. Meserve set forth under the
heading “Officers” in the Fund’s 2026 proxy statement for its 2026 Annual Meeting of Stockholders filed with the
Securities and Exchange Commission on May 20, 2026, which information is incorporated herein by reference.
There is no arrangement or understanding between Mr. Meserve and any other persons pursuant to which he is being
designated as the Fund’s CEO. There are no family relationships between Mr. Meserve and any director, director nominee
or executive officer of the Fund, and there are no current or proposed transactions between the Fund and Mr. Meserve or
his immediate family members that would require disclosure under Item 404(a) of Regulation S-K.
MSC Income does not and will not pay direct compensation to Mr. Meserve; his compensation is paid by MSC Adviser I,
LLC, the Fund’s investment adviser and administrator, and its parent company, Main Street Capital Corporation (NYSE:
MAIN). No new compensatory arrangement has been entered into in connection with Mr. Meserve’s designation as CEO.
Item 8.01 Other Events.
On June 30, 2026, the Registrant issued a press release. A copy of such press release is attached hereto as Exhibit 99.1 and
is incorporated herein by reference.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits
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.
MSC Income Fund, Inc.
Date: June 30, 2026
By:
/s/ Cory E. Gilbert
Name:      Cory E. Gilbert
Title:        Chief Financial Officer
Exhibit 99.1
msiflogoa.jpg
NEWS RELEASE
Contacts:
MSC Income Fund, Inc.
Dwayne L. Hyzak, CEO, [email protected]
Cory E. Gilbert, CFO, [email protected]
713-350-6000
Dennard Lascar Investor Relations
Ken Dennard / [email protected]
Zach Vaughan / [email protected]
713-529-6600
MSC Income Fund Announces CEO Succession Plan
Dwayne L. Hyzak to Remain Executive Chairman as Nicholas T. Meserve
Becomes CEO in the Fourth Quarter of 2026
HOUSTON June 30, 2026 – MSC Income Fund, Inc. (NYSE: MSIF) (“MSC Income” or the
“Fund”) is pleased to announce that Dwayne L. Hyzak, who has served as its Chairman and Chief
Executive Officer (“CEO”) since October 2020, will transition the role and responsibility of MSC
Income’s CEO to Nicholas T. Meserve, with this transition presently planned to occur in the fourth
quarter of 2026. Integral to this plan is the continuation of Mr. Hyzak as MSC Income’s Executive
Chairman. In this capacity, Mr. Hyzak will work closely with Mr. Meserve as CEO. This transition is
part of the Fund’s board of directors’ long-term succession plan. Mr. Meserve currently serves as a
Managing Director of MSC Income and group head of its private credit investment team.
“Nick is uniquely qualified to assume the role as Chief Executive Officer of MSC Income Fund and,
on behalf of our Board of Directors, I am very pleased to announce this planned transition,” Mr. Hyzak
stated. “Nick has led the Fund’s private loan investment strategy since the inception of the Fund and
has been involved in Main Street Capital Corporation’s private loan investment strategy and activities
since 2012 when he joined the Main Street investment team. Over the last six years, Nick has been
highly valuable to our organization as we have grown the Fund, taken it public in 2025 and focused its
investment strategy on its private loan investment strategy.”
Mr. Meserve has served as a Managing Director of MSC Income since 2020. He also serves as a
member of the investment committee of Main Street Capital Corporation (NYSE: MAIN) (“Main
Street”) and MSC Adviser I, LLC (the “Adviser”), a wholly owned subsidiary of Main Street and
investment adviser and administrator of MSC Income. Mr. Meserve serves as group head of the
Fund’s private credit investment team, where he leads the team’s efforts in sourcing, originating and
executing new investments for the Fund, as well as managing the Fund’s portfolio of private loan and
middle market investments. Mr. Meserve also serves as a Managing Director on, and has management
responsibility over, the private credit investment team of Main Street and the Adviser and is
responsible for managing their portfolios of private loan and middle market investments. He
previously served on MSC Income’s Board from 2016 until 2020. Prior to joining Main Street, Mr.
Meserve was at Highland Capital Management, LP, a large alternative credit manager, and certain of
its affiliates, where he managed a portfolio of senior loans and high yield bonds across a diverse set of
industries. Prior to Highland, he was a Credit Analyst at JP Morgan Chase & Co.
ABOUT MSC INCOME FUND, INC.
The Fund (www.mscincomefund.com) is a principal investment firm that primarily provides debt
capital to private companies owned by or in the process of being acquired by a private equity fund.
The Fund’s portfolio investments are typically made to support leveraged buyouts, recapitalizations,
growth financings, refinancings and acquisitions of companies that operate in diverse industry sectors.
The Fund seeks to partner with private equity fund sponsors and primarily invests in secured debt
investments within its private loan investment strategy. The Fund also maintains a portfolio of
customized long-term debt and equity investments in lower middle market companies, and through
those investments, the Fund has partnered with entrepreneurs, business owners and management teams
in co-investments with Main Street utilizing the customized “one-stop” debt and equity financing
solutions provided in Main Street’s lower middle market investment strategy. The Fund’s private loan
portfolio companies generally have annual revenues between $25 million and $500 million. The
Fund’s lower middle market portfolio companies generally have annual revenues between $10 million
and $150 million.
ABOUT MSC ADVISER I, LLC
The Adviser is a wholly-owned subsidiary of Main Street that is registered as an investment adviser
under the Investment Advisers Act of 1940, as amended. The Adviser serves as the investment adviser
and administrator of the Fund in addition to several other advisory clients.
FORWARD-LOOKING STATEMENTS
This press release contains certain forward-looking statements, including but not limited to executive
succession plans, which are based upon the Fund management’s current expectations and are
inherently uncertain.  Any such statements other than statements of historical fact are likely to be
affected by other unknowable future events and conditions, including elements of the future that are or
are not under the Fund’s control, and that the Fund may or may not have considered; accordingly, such
statements cannot be guarantees or assurances of any aspect of future performance.  Actual
performance, events and results could vary materially from these estimates and projections of the
future as a result of a number of factors, including those described from time to time in the Fund’s
filings with the U.S. Securities and Exchange Commission.  Such statements speak only as of the time
when made and are based on information available to the Fund as of the date hereof and are qualified
in their entirety by this cautionary statement.  The Fund assumes no obligation to revise or update any
such statement now or in the future.