MSIF 8-K
Msc Income Fund, Inc. (MSIF)
8-K
2026-08-06
For: 2026-08-06
View Original
Added on
August 06, 2026
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) August 6, 2026
__________________________________________________________________________
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
(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:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
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 | ||
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 2.02Results of Operations and Financial Condition.
On August 6, 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.
The information disclosed under this Item 2.02, including Exhibit 99.1 hereto, is being furnished and shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be deemed incorporated by
reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such
filing.
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: August 6, 2026 | By: | /s/ Cory E. Gilbert |
Name: Cory E. Gilbert | ||
Title: Chief Financial Officer | ||
1
Exhibit 99.1
 | 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
SECOND QUARTER 2026 RESULTS
Second Quarter 2026 Net Investment Income of $0.26 Per Share
Second Quarter 2026 Adjusted Net Investment Income(1) of $0.33 Per Share
Second Quarter 2026 Adjusted Net Investment Income Before Taxes(2) of $0.36 Per Share
Net Asset Value of $16.51 Per Share
HOUSTON, August 6, 2026 – MSC Income Fund, Inc. (NYSE: MSIF) (“MSC Income” or the “Fund”) is
pleased to announce its financial results for the second quarter ended June 30, 2026.
Second Quarter 2026 Highlights
•Net investment income (“NII”) of $12.0 million, or $0.26 per share
•Adjusted net investment income (“ANII”)(1) of $14.9 million, or $0.33 per share
•ANII before taxes(2) of $16.3 million, or $0.36 per share
•Total investment income of $35.7 million
•Net increase in net assets resulting from operations of $29.3 million, or $0.65 per share
•Return on equity(4) of 15.9% on an annualized basis for the quarter and 13.5% for the trailing twelve-month
period ended June 30, 2026
•Net asset value of $16.51 per share as of June 30, 2026, representing an increase of $0.64 per share, or 4.0%,
compared to $15.87 per share as of March 31, 2026 and $0.66 per share, or 4.2%, compared to $15.85 per
share as of December 31, 2025
•Announced a change to the Fund’s regular dividend payment frequency from quarterly to monthly, beginning
in July 2026, and declared regular monthly dividends totaling $0.33 per share for the third quarter of 2026, or
$0.11 per share for each of July, August and September 2026
•Declared a supplemental dividend of $0.03 per share, payable in September 2026, resulting in total dividends
declared in the second quarter of 2026 of $0.36 per share
•Completed $62.2 million in total private loan portfolio investments, which after aggregate repayments, return
of invested equity capital and a decrease in cost basis due to a realized loss resulted in a net increase of $9.7
million in the total cost basis of the private loan investment portfolio
•Completed $13.1 million in total lower middle market (“LMM”) portfolio follow-on investments, which after
aggregate repayments and return of invested equity capital resulted in a net decrease of $2.2 million in the
total cost basis of the LMM investment portfolio
2
•Realized a gain of $11.6 million on the exit of investments in Centre Technologies Holdings, LLC, a LMM
portfolio company
In commenting on the Fund’s operating results for the second quarter of 2026, Dwayne L. Hyzak, MSC
Income’s Chief Executive Officer, stated, “We are pleased with the Fund’s performance in the second quarter,
which resulted in an annualized return on equity of 15.9%. The positive results included significant net fair
value appreciation of the Fund’s investment portfolio, including net fair value appreciation of both the private
loan and lower middle market investment portfolios and including the benefit of a material realized gain in the
Fund’s lower middle market investment portfolio. Based upon the quality of the Fund’s existing investment
portfolio, together with the favorable liquidity position and the current investment pipeline, we remain excited
about our future expectations for the Fund.”
Second Quarter 2026 Operating Results
The following table provides a summary of the Fund’s operating results for the second quarter of 2026:
Three Months Ended June 30, | |||||||
2026 | 2025 | Change | Change (%) | ||||
(dollars in thousands, except per share amounts) | |||||||
Interest income | $30,040 | $29,349 | $691 | 2% | |||
Dividend income | 3,829 | 4,956 | (1,127) | (23)% | |||
Fee income | 1,831 | 1,338 | 493 | 37% | |||
Total investment income | $35,700 | $35,643 | $57 | —% | |||
Net investment income | $11,999 | $16,307 | $(4,308) | (26)% | |||
Net investment income per share | $0.26 | $0.35 | $(0.09) | (26)% | |||
Adjusted net investment income (1) | $14,948 | $16,307 | $(1,359) | (8)% | |||
Adjusted net investment income per share (1) | $0.33 | $0.35 | $(0.02) | (6)% | |||
Adjusted net investment income before taxes (2) | $16,323 | $17,306 | $(983) | (6)% | |||
Adjusted net investment income before taxes per share (2) | $0.36 | $0.37 | $(0.01) | (3)% | |||
Net increase in net assets resulting from operations | $29,272 | $16,289 | $12,983 | 80% | |||
Net increase in net assets resulting from operations per share | $0.65 | $0.35 | $0.30 | 86% | |||
Return on equity - quarter annualized (4) | 15.9% | 9.0% | 6.9% | 77% | |||
The $0.1 million increase in total investment income in the second quarter of 2026 from the comparable period
of the prior year was principally attributable to (i) a $0.7 million increase in interest income, primarily due to
higher average levels of income producing investment portfolio debt investments, partially offset by a decrease
in interest rates, primarily resulting from decreases in benchmark index rates on floating rate investment
portfolio debt investments, and the negative impact from investment portfolio debt investments on non-accrual
status and (ii) a $0.5 million increase in fee income, primarily due to an increase in fee income from the
refinancing and prepayment of investment portfolio debt investments. These increases were partially offset by a
$1.1 million decrease in dividend income, primarily due to a $0.9 million decrease in dividend income from the
Fund’s LMM portfolio companies. The $0.1 million increase in total investment income in the second quarter of
2026 includes the impact of an increase of $1.4 million in certain income considered less consistent or non-
recurring, primarily related to increases of (i) $0.7 million in such fee income and (ii) $0.5 million in such
dividend income, in each case when compared to the same period in 2025.
3
Total expenses, net of waivers, increased by $4.0 million, or 21.8%, to $22.3 million in the second quarter of
2026 from $18.3 million for the same period in 2025. This increase was principally attributable to (i) a $2.9
million increase in the ending accrual for the accrued capital gains incentive fee(3) as of June 30, 2026, (ii) a
$1.2 million increase in interest expense and (iii) a $0.4 million increase in base management fees, partially
offset by a $0.6 million decrease in incentive fee on income, net of waivers. The increase in the capital gains
incentive fee accrual(3) was due to the net fair value appreciation of the Fund’s investments in the second quarter
of 2026. The increase in interest expense was primarily related to (i) an increase in average borrowings
outstanding used to fund a portion of the growth of the Fund’s investment portfolio and (ii) an increased
weighted-average interest rate on the Fund’s unsecured debt obligations, driven by the issuance of the May
2029 Notes in the first quarter of 2026, partially offset by a decreased weighted-average interest rate on the
Credit Facilities due to decreases in benchmark floating index interest rates (with the May 2029 Notes and the
Credit Facilities each defined in the Liquidity and Capital Resources section below). The increase in base
management fees was primarily the result of the Fund’s increased average total assets. The decrease in incentive
fee on income, net of waivers, was the result of (a) a decrease in the gross calculated incentive fee on income of
$0.3 million, primarily driven by a decrease in pre-incentive NII, and (b) a $0.3 million voluntary waiver of
incentive fee on income by the Adviser (defined below).
The Fund’s ratio of total non-interest operating expenses, excluding incentive fees, net of waivers, as a
percentage of quarterly average total assets, or the Operating Expenses to Assets Ratio, was 1.9% on an
annualized basis for the second quarter of 2026, consistent with the second quarter of 2025.
The $4.3 million decrease in NII in the second quarter of 2026 from the comparable period of the prior year was
principally attributable to an increase in total expenses, net of waivers, partially offset by an increase in total
investment income, each as discussed above. NII on a per share basis decreased by $0.09 per share for the
second quarter of 2026 as compared to the second quarter of 2025, to $0.26 per share, reflecting the impact of
the $0.07 per share capital gains incentive fee accrual(3) in the second quarter of 2026.
The $1.4 million, or $0.02 per share, decrease in ANII(1) in the second quarter of 2026 to $14.9 million, or $0.33
per share, from $16.3 million, or $0.35 per share, in the second quarter of 2025 was principally attributable to
the same factors noted above for the change in NII, but excluding the impact of the $2.9 million increase in the
capital gains incentive fee accrual.(3)
The per share changes in NII and ANII(1) in the second quarter of 2026 from the comparable period of the prior
year include the impact of a 3.6% decrease in the weighted-average shares outstanding, primarily due to shares
repurchased by the Fund, partially offset by shares issued through the dividend reinvestment plan, in each case
since the beginning of the comparable period of the prior year. NII and ANII(1) on a per share basis in the
second quarter of 2026 each include an increase of $0.03 per share resulting from an increase in investment
income considered less consistent or non-recurring in nature compared to the second quarter of 2025, as
discussed above.
4
The $29.3 million net increase in net assets resulting from operations in the second quarter of 2026 represents a
$13.0 million increase from the second quarter of 2025. This increase was primarily the result of an $18.1
million increase in the net fair value change of the Fund’s portfolio investments resulting from the net impact of
net realized gains/losses and net unrealized appreciation/depreciation, with the increase resulting from a net fair
value increase of $19.0 million in the second quarter of 2026 compared to a net fair value increase of $0.9
million in the comparable period of the prior year, partially offset by (i) a $4.3 million decrease in NII as
discussed above and (ii) a $0.8 million increase in the net tax provision on the net fair value change of the
portfolio investments, resulting from a net tax provision of $1.7 million in the second quarter of 2026 compared
to a net tax provision of $0.9 million in the comparable period of the prior year. The $19.0 million net fair value
increase in the second quarter of 2026 was the result of a net realized gain of $9.9 million and net unrealized
appreciation (including the reversal of net fair value appreciation recognized in prior periods due to the net
realized gain in the quarter) of $9.1 million. The $0.9 million net fair value increase in the second quarter of
2025 was the result of a net realized gain of $4.8 million, partially offset by net unrealized depreciation of $3.9
million. The $9.9 million net realized gain from investments for the second quarter of 2026 was primarily the
result of an $11.6 million realized gain on the full exit of a LMM portfolio investment, partially offset by a $1.9
million realized loss on the restructure of a private loan portfolio investment.
The following table provides a summary of the total net unrealized appreciation of $9.1 million for the second
quarter of 2026:
Three Months Ended June 30, 2026 | |||||||||
Private Loan | LMM (a) | Middle Market | Other | Total | |||||
(in millions) | |||||||||
Accounting reversals of net unrealized (appreciation) depreciation recognized in prior periods due to net realized (gains / income) losses recognized during the current period | $1.3 | $(11.9) | $— | $— | $(10.6) | ||||
Net unrealized appreciation (depreciation) relating to portfolio investments | 11.2 | 10.3 | (1.6) | (0.2) | 19.7 | ||||
Total net unrealized appreciation (depreciation) relating to portfolio investments | $12.5 | $(1.6) | $(1.6) | $(0.2) | $9.1 | ||||
(a)Includes unrealized appreciation on 27 LMM portfolio investments and unrealized depreciation on 17 LMM
portfolio investments.
Liquidity and Capital Resources
As of June 30, 2026, the Fund had aggregate liquidity of $210.5 million, including (i) $28.1 million in cash and
cash equivalents and (ii) $182.4 million of aggregate unused capacity under the Fund’s corporate revolving
credit facility (the “Corporate Facility”) and the Fund’s special purpose vehicle revolving credit facility (the
“SPV Facility” and, together with the Corporate Facility, the “Credit Facilities”), which the Fund maintains to
support its investment and operating activities.
Several details regarding the Fund’s capital structure as of June 30, 2026 are as follows:
•The SPV Facility included $300.0 million in total commitments plus an accordion feature that allows the
Fund to request an increase in the total commitments under the facility to up to $450.0 million.
•$249.0 million in outstanding borrowings under the SPV Facility, with an interest rate of 5.9% based on the
applicable Secured Overnight Financing Rate (“SOFR”) effective for the contractual reset date of July 1,
2026.
•The Corporate Facility included $245.0 million in total commitments from a diversified group of seven
participating lenders, plus an accordion feature that allows the Fund to request an increase in the total
commitments under the facility to up to $300.0 million.
5
•$113.0 million in outstanding borrowings under the Corporate Facility, with an interest rate of 5.7% based
on the applicable SOFR effective for the contractual reset date of July 1, 2026.
•$150.0 million of unsecured notes outstanding that bear interest at a rate of 4.04% per year (the “October
2026 Notes”). The October 2026 Notes mature on October 30, 2026 and may be redeemed in whole or in
part at any time at the Fund’s option subject to certain make-whole provisions.
•$150.0 million of May 2029 Notes outstanding that bear interest at a rate of 6.34% per year. The May 2029
Notes mature on May 31, 2029 and may be redeemed in whole or in part at any time at the Fund’s option
subject to certain make-whole provisions.
•The Fund maintains an investment grade rating from Kroll Bond Rating Agency, LLC (“KBRA”) of BBB-
with a stable outlook.
•The Fund’s net asset value totaled $748.8 million, or $16.51 per share.
•The Fund’s debt-to-equity ratio was 0.88x as of June 30, 2026.
Share Purchase Plan
In August 2026, the Fund’s board of directors authorized a share repurchase plan pursuant to which the Fund
may repurchase up to $20.0 million of shares of its common stock for a period beginning in September 2026
and ending in February 2027, at times when the market price per share of the common stock is trading below
the most recently reported net asset value per share of the common stock by certain pre-determined levels.
Pursuant to such authorization, the Fund intends to enter into a share repurchase plan (the “Fund Rule 10b5-1
Stock Repurchase Plan”) to facilitate the repurchase of up to the full $20.0 million of shares of its common
stock authorized under the share repurchase program. The repurchases of any shares pursuant to the Fund Rule
10b5-1 Stock Repurchase Plan will be implemented in accordance with Rule 10b5-1 and Rule 10b-18 under the
Securities Exchange Act of 1934 (the “Exchange Act”).
In August 2026, Main Street Capital Corporation (NYSE: MAIN) (“Main Street”), parent company of the
Adviser, authorized a plan pursuant to which Main Street may purchase up to $20.0 million of shares of the
Fund’s common stock in the open market during the same time period, pursuant to the terms of a share purchase
plan (the “Main Street Rule 10b5-1 Stock Purchase Plan”) that Main Street intends to enter into in connection
with the Fund Rule 10b5-1 Stock Repurchase Plan. The purchases of any shares pursuant to the Main Street
Rule 10b5-1 Stock Purchase Plan will be implemented in accordance with Rule 10b5-1 and Rule 10b-18 under
the Exchange Act.
The terms and conditions of the Fund Rule 10b5-1 Stock Repurchase Plan and of the Main Street Rule 10b5-1
Purchase Plan will be substantially similar. Subject to the limitations under Rule 10b-18 under the Exchange
Act and market conditions, the Fund expects that the aggregate amount of shares (i) repurchased under the Fund
Rule 10b5-1 Stock Repurchase Plan and (ii) purchased under the Main Street Rule 10b5-1 Purchase Plan on any
single trading day will be split among the Fund and Main Street on a pro rata basis (or as close thereto as
reasonably possible) based upon the proportion of the aggregate $40.0 million repurchase/purchase commitment
represented by the respective share repurchase/purchase program. There is no assurance that the Fund will
repurchase or Main Street will purchase any shares of the Fund’s common stock at any specific discount levels
or in any specific amounts under the Fund Rule 10b5-1 Stock Repurchase Plan or the Main Street Rule 10b5-1
Purchase Plan, as applicable. There is also no assurance that the market price of the Fund’s shares of common
stock, either absolutely or relative to net asset value per share, will increase as a result of any share repurchases/
purchases, or that the Fund Rule 10b5-1 Stock Repurchase Plan or the Main Street Rule 10b5-1 Purchase Plan
will enhance stockholder value over the long term.
6
Investment Portfolio Information as of June 30, 2026(5)
The following table provides a summary of the investments in the Fund’s private loan portfolio and LMM
portfolio as of June 30, 2026:
June 30, 2026 | ||||
Private Loan | LMM (a) | |||
(dollars in millions) | ||||
Number of portfolio companies | 81 | 55 | ||
Fair value | $848.5 | $503.9 | ||
Cost | $856.3 | $397.6 | ||
Debt investments as a % of portfolio (at cost) | 92.9% | 71.1% | ||
Equity investments as a % of portfolio (at cost) | 7.1% | 28.9% | ||
% of debt investments at cost secured by first priority lien | 99.5% | 99.9% | ||
Weighted-average annual effective yield (b) | 10.4% | 12.7% | ||
Average EBITDA (c) | $32.9 | $13.1 | ||
(a)The Fund had equity ownership in all of its LMM portfolio companies, and the Fund’s average fully diluted
equity ownership in those portfolio companies was 8%.
(b)The weighted-average annual effective yields were computed using the effective interest rates for all debt
investments as of June 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 June 30, 2026.
(c)The average EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) is calculated using
a weighted-average for the private loan portfolio companies and a simple average for the LMM portfolio
companies. These calculations exclude certain portfolio companies, including three private loan portfolio
companies and four LMM portfolio companies, as EBITDA is not a meaningful valuation metric for the
Fund’s investments in these portfolio companies, and those portfolio companies whose primary operations
have ceased and only residual value remains.
The Fund’s total investment portfolio at fair value consists of approximately 61% private loan, 36% LMM, 2%
middle market and 1% other portfolio investments.
The fair value of the Fund’s LMM portfolio company equity investments was 202% of the related cost basis of
such equity investments, and the Fund’s LMM portfolio companies had a median net senior debt (senior
interest-bearing debt through the Fund’s debt position less cash and cash equivalents) to EBITDA ratio of 2.7 to
1.0 and a median total EBITDA to senior interest expense ratio of 3.0 to 1.0. Including all debt that is junior in
priority to the Fund’s debt position, these median ratios were 2.7 to 1.0 and 2.9 to 1.0, respectively.(5)(6)
As of June 30, 2026, the Fund’s investment portfolio also included:
•Middle market portfolio investments in eight portfolio companies, collectively totaling $21.9 million in fair
value and $40.8 million in cost basis, which comprised 1.6% and 3.1% of the Fund’s investment portfolio at
fair value and cost, respectively; and
•Other portfolio investments in seven entities, spread across four investment managers, collectively totaling
$15.2 million in fair value and $13.2 million in cost basis, which comprised 1.1% and 1.0% of the Fund’s
investment portfolio at fair value and cost, respectively.
7
As of June 30, 2026, investments on non-accrual status comprised 1.9% of the total investment portfolio at fair
value and 5.8% at cost, and the Fund’s total portfolio investments at fair value were 106% of the related cost
basis.
Second Quarter 2026 Financial Results Conference Call / Webcast
MSC Income has scheduled a conference call for Friday, August 7, 2026 at 11:00 a.m. Eastern time to discuss
the second quarter 2026 financial results.(7)
You may access the conference call by dialing 412-902-0030 at least 10 minutes prior to the start time. The
conference call can also be accessed via a simultaneous webcast by logging into the investor relations section of
the Fund’s website at https://www.mscincomefund.com.
A telephonic replay of the conference call will be available through Friday, August 14, 2026 and may be
accessed by dialing 201-612-7415 and using the passcode 13761585#. An audio archive of the conference call
will also be available on the investor relations section of the Fund’s website at https://
www.mscincomefund.com shortly after the call and will be accessible until the date of MSC Income’s earnings
release for the next quarter.
For a more detailed discussion of the financial and other information included in this press release, please refer
to the MSC Income Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026 to be filed
with the U.S. Securities and Exchange Commission (the “SEC”) (www.sec.gov) and MSC Income’s Second
Quarter 2026 Investor Presentation to be posted on the investor relations section of the MSC Income website at
https://www.mscincomefund.com.
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 Capital Corporation (NYSE: MAIN) (“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
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.
8
FORWARD-LOOKING STATEMENTS
MSC Income cautions that statements in this press release which are forward‑looking and provide other than
historical information, including but not limited to MSC Income’s ability to successfully source and execute on
new portfolio investments and deliver future financial performance and results, are based on current conditions
and information available to MSC Income as of the date hereof and include statements regarding MSC
Income’s goals, beliefs, strategies and future operating results and cash flows. Although its management
believes that the expectations reflected in those forward‑looking statements are reasonable, MSC Income 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: MSC Income’s continued effectiveness in raising, investing and managing capital; adverse changes
in the economy generally or in the industries in which MSC Income’s portfolio companies operate; the impacts
of macroeconomic factors on MSC Income and its portfolio companies’ businesses and operations, liquidity and
access to capital, and on the U.S. and global economies, including impacts related to pandemics and other
public health crises, global conflicts, risk of recession, tariffs and trade disputes, inflation, supply chain
constraints or disruptions and changes in market index interest rates; changes in laws and regulations or
business, political and/or regulatory conditions that may adversely impact MSC Income’s operations or the
operations of its portfolio companies; the operating and financial performance of MSC Income’s portfolio
companies and their access to capital; retention of key investment personnel by the Adviser; competitive
factors; and such other factors described under the captions “Cautionary Statement Concerning Forward-
Looking Statements” and “Risk Factors” included in MSC Income’s filings with the SEC (www.sec.gov). MSC
Income 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.
9
MSC INCOME FUND, INC.
Consolidated Statements of Operations
(in thousands, except shares and per share amounts)
(Unaudited)
Three Months Ended June 30, | Six Months Ended June 30, | ||||||
2026 | 2025 | 2026 | 2025 | ||||
INVESTMENT INCOME: | |||||||
Interest, dividend and fee income: | |||||||
Control investments | $1,032 | $1,514 | $2,227 | $2,956 | |||
Affiliate investments | 9,602 | 9,617 | 18,849 | 18,952 | |||
Non-Control/Non-Affiliate investments | 25,066 | 24,512 | 48,711 | 46,962 | |||
Total investment income | 35,700 | 35,643 | 69,787 | 68,870 | |||
EXPENSES: | |||||||
Interest | (9,865) | (8,678) | (18,785) | (16,921) | |||
Base management fee | (5,341) | (4,907) | (10,566) | (9,879) | |||
Incentive fee on income | (3,117) | (3,431) | (6,216) | (5,454) | |||
Incentive fee on capital gains (3) | (2,949) | — | (2,311) | — | |||
General and administrative | (1,124) | (1,149) | (2,163) | (2,176) | |||
Internal administrative services expenses | (188) | (172) | (374) | (346) | |||
Total expenses before expense waivers | (22,584) | (18,337) | (40,415) | (34,776) | |||
Waiver of incentive fee on income | 258 | — | 1,243 | — | |||
Total expenses, net of expense waivers | (22,326) | (18,337) | (39,172) | (34,776) | |||
NET INVESTMENT INCOME BEFORE TAXES | 13,374 | 17,306 | 30,615 | 34,094 | |||
Excise tax expense | (239) | (87) | (289) | (279) | |||
Federal and state income and other tax expenses | (1,136) | (912) | (2,092) | (1,761) | |||
NET INVESTMENT INCOME | 11,999 | 16,307 | 28,234 | 32,054 | |||
NET REALIZED GAIN (LOSS): | |||||||
Control investments | — | 5,296 | — | 5,305 | |||
Affiliate investments | 11,595 | 2 | 9,939 | 2 | |||
Non‑Control/Non‑Affiliate investments | (1,738) | (519) | (323) | (21,594) | |||
Total net realized gain (loss) | 9,857 | 4,779 | 9,616 | (16,287) | |||
NET UNREALIZED APPRECIATION (DEPRECIATION): | |||||||
Control investments | (1,529) | (5,068) | (5,981) | (5,901) | |||
Affiliate investments | (1,459) | (69) | 6,964 | 2,767 | |||
Non‑Control/Non‑Affiliate investments | 12,092 | 1,233 | 5,478 | 18,013 | |||
Total net unrealized appreciation (depreciation) | 9,104 | (3,904) | 6,461 | 14,879 | |||
Income tax benefit (provision) on net realized gain (loss) and net unrealized appreciation (depreciation) | (1,688) | (893) | (1,816) | 1,518 | |||
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS | $29,272 | $16,289 | $42,495 | $32,164 | |||
NET INVESTMENT INCOME BEFORE TAXES PER SHARE —BASIC AND DILUTED | $0.29 | $0.37 | $0.67 | $0.74 | |||
NET INVESTMENT INCOME PER SHARE—BASIC AND DILUTED | $0.26 | $0.35 | $0.62 | $0.70 | |||
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS PER SHARE—BASIC AND DILUTED | $0.65 | $0.35 | $0.93 | $0.70 | |||
WEIGHTED-AVERAGE SHARES OUTSTANDING—BASIC AND DILUTED | 45,345,229 | 47,047,888 | 45,728,932 | 45,870,527 | |||
10
MSC INCOME FUND, INC.
Consolidated Balance Sheets
(in thousands, except per share amounts)
June 30, 2026 | December 31, 2025 | |||
(Unaudited) | ||||
ASSETS | ||||
Investments at fair value: | ||||
Control investments | $52,620 | $58,372 | ||
Affiliate investments | 418,827 | 406,771 | ||
Non‑Control/Non‑Affiliate investments | 917,956 | 870,244 | ||
Total investments | 1,389,403 | 1,335,387 | ||
Cash and cash equivalents | 28,055 | 20,635 | ||
Interest and dividend receivable | 11,722 | 12,273 | ||
Prepaids and other assets | 11,740 | 9,546 | ||
Deferred financing costs | 2,909 | 3,190 | ||
Total assets | $1,443,829 | $1,381,031 | ||
LIABILITIES | ||||
Credit Facilities | $362,000 | $453,000 | ||
October 2026 Notes | 149,901 | 149,751 | ||
May 2029 Notes | 149,279 | — | ||
Accounts payable and other liabilities | 2,428 | 786 | ||
Interest payable | 8,295 | 5,946 | ||
Dividend payable | — | 16,772 | ||
Base management and incentive fees payable | 8,198 | 8,388 | ||
Capital gains incentive fee accrual (3) | 5,074 | 2,763 | ||
Deferred tax liability, net | 9,854 | 4,966 | ||
Total liabilities | 695,029 | 642,372 | ||
NET ASSETS | ||||
Common stock | 45 | 47 | ||
Additional paid-in capital | 765,979 | 782,007 | ||
Total overdistributed earnings | (17,224) | (43,395) | ||
Total net assets | 748,800 | 738,659 | ||
Total liabilities and net assets | $1,443,829 | $1,381,031 | ||
NET ASSET VALUE PER SHARE | $16.51 | $15.85 |
11
MSC INCOME FUND, INC.
Reconciliation of Adjusted Net Investment Income and Adjusted Net Investment Income Before Taxes
(in thousands, except per share amounts)
(Unaudited)
Three Months Ended | Six Months Ended | ||||||
June 30, | June 30, | ||||||
2026 | 2025 | 2026 | 2025 | ||||
Net investment income | $11,999 | $16,307 | $28,234 | $32,054 | |||
Incentive fee on capital gains (3) | 2,949 | — | 2,311 | — | |||
Adjusted net investment income (1) | 14,948 | 16,307 | 30,545 | 32,054 | |||
Excise tax expense | 239 | 87 | 289 | 279 | |||
Federal and state income and other tax expenses | 1,136 | 912 | 2,092 | 1,761 | |||
Adjusted net investment income before taxes (2) | $16,323 | $17,306 | $32,926 | $34,094 | |||
Per share amounts: | |||||||
Net investment income per share - | |||||||
Basic and diluted | $0.26 | $0.35 | $0.62 | $0.70 | |||
Adjusted net investment income per share - | |||||||
Basic and diluted (1) | $0.33 | $0.35 | $0.67 | $0.70 | |||
Adjusted net investment income before taxes per share - | |||||||
Basic and diluted (2) | $0.36 | $0.37 | $0.72 | $0.74 | |||
12
MSC INCOME FUND, INC.
Endnotes
(1) ANII is NII as determined in accordance with U.S. Generally Accepted Accounting Principles, or U.S.
GAAP, excluding the impact of the capital gains incentive fee(3). MSC Income believes presenting ANII and
the related per share amount is useful and appropriate supplemental disclosure for analyzing the Fund’s
financial performance since the calculation of the capital gains incentive fee is based on realized gains and
losses and unrealized fair value appreciation and depreciation, none of which are included in NII. However,
ANII is a non-U.S. GAAP measure and should not be considered as a replacement for NII 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 MSC Income’s financial performance. A reconciliation of NII in
accordance with U.S. GAAP to ANII is detailed in the financial tables included with this press release.
(2) ANII before taxes is NII as determined in accordance with U.S. GAAP, excluding the impact of any tax
expenses included in NII and the capital gains incentive fee(3). MSC Income believes presenting ANII before
taxes and the related per share amount is useful and appropriate supplemental disclosure for analyzing the
Fund’s financial performance since (i) the calculation of the capital gains incentive fee is based on realized
gains and losses and unrealized fair value appreciation and depreciation, none of which are included in NII,
and (ii) tax expenses included in NII may include (a) excise tax expense, which is not solely attributable to
NII, and (b) deferred taxes, which are not payable in the current period. However, ANII before taxes is a
non-U.S. GAAP measure and should not be considered as a replacement for NII, NII 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 MSC Income’s financial performance. A reconciliation of NII
in accordance with U.S. GAAP to ANII before taxes is detailed in the financial tables included with this
press release.
(3) Pursuant to the Fund’s amended advisory agreement, the incentive fee on capital gains is determined and
payable to the Adviser in arrears, if any, as of the end of each calendar year. This fee equals (a) 17.5% of the
Fund’s incentive fee capital gain, which is calculated as the Fund’s (i) cumulative net realized gains (net of
any related net income tax expense), minus (ii) cumulative unrealized depreciation (net of any related
income tax benefit, and excluding any unrealized appreciation), minus (b) the aggregate amount of any
previously paid capital gains incentive fee, in each case from the MSC Income Listing date through the
applicable calendar year ended. In accordance with U.S. GAAP, at the end of each reporting period, the
Fund estimates the capital gains incentive fee and adjusts the accrual for the fee based upon a hypothetical
liquidation of its investment portfolio at the then current fair value. Therefore, the calculation of the accrual
equals (a) 17.5% of the Fund’s cumulative change in net fair value, including both (i) the cumulative net
realized gain/loss and (ii) the cumulative net unrealized appreciation/depreciation (in both cases, net of any
related cumulative net income tax expense or benefit), minus (b) the aggregate amount of any previously
paid capital gains incentive fee, in each case from the date of the listing of the Fund’s common stock on the
New York Stock Exchange on January 29, 2025 through the applicable period ended. However, any capital
gains incentive fee accrued related to the unrealized appreciation is neither earned nor payable to the
Adviser until such time that it is realized, and assuming at the end of a calendar year such incentive fee
capital gain exists excluding any cumulative unrealized appreciation (in each case, net of any related net
income tax expense or benefits). If the calculation results in an increase in the accrual compared to the
previous quarter, the Fund records an increase to the capital gains incentive fee accrual. If the calculation
results in a decrease to the estimated incentive fee on capital gains when compared to the previous quarter,
the accrual for the incentive fee on capital gains is reduced to the extent of such decrease. For the second
quarter of 2026, the Fund increased the accrual on the capital gains incentive fee by $2.9 million. For further
discussion, see Note I — Related Party Transactions and Arrangements in the notes to the consolidated
financial statements included in Item 1. Consolidated Financial Statements and Supplementary Data of the
Fund’s Quarterly Report on Form 10-Q to be filed with the SEC on August 7, 2026.
13
(4) Return on equity equals the net increase in net assets resulting from operations divided by the average
quarterly total net assets.
(5) Portfolio company financial information has not been independently verified by MSC Income.
(6) These credit statistics exclude portfolio companies on non-accrual status and portfolio companies for which
EBITDA is not a meaningful metric.
(7) No information contained on the Fund’s website or disclosed on the August 7, 2026 conference call,
including the webcast and the archived versions, is incorporated by reference in this press release or any of
the Fund’s filings with the SEC, and you should not consider that information to be part of this press release
or any other such filing.