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Secured Debt 22026-03-310001535778Interface Security Systems, L.L.C | Common Stock2026-03-310001535778msif:InterfaceSecuritySystemsLLCMember2026-03-310001535778Invincible Boat Company, LLC. | Secured Debt 12026-03-310001535778Invincible Boat Company, LLC. | Secured Debt 22026-03-310001535778msif:InvincibleBoatCompanyLLCMember2026-03-310001535778Iron-Main Investments, LLC | Secured Debt 12026-03-310001535778Iron-Main Investments, LLC | Secured Debt 22026-03-310001535778Iron-Main Investments, LLC | Secured Debt 32026-03-310001535778Iron-Main Investments, LLC | Secured Debt 42026-03-310001535778Iron-Main Investments, LLC | Secured Debt 52026-03-310001535778Iron-Main Investments, LLC | Preferred Equity 12026-03-310001535778Iron-Main Investments, LLC | Preferred Equity 22026-03-310001535778Iron-Main Investments, LLC | Common Stock2026-03-310001535778msif:IronMainInvestmentsLLCMember2026-03-310001535778Isagenix International, LLC | Secured Debt2026-03-310001535778Isagenix International, LLC 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Jewelry, Inc. | Secured Debt 12026-01-012026-03-310001535778Robbins Bros. Jewelry, Inc. | Secured Debt 22026-01-012026-03-310001535778Robbins Bros. 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22024-12-310001535778Compass Systems & Sales, LLC | Preferred Equity2025-01-012025-03-310001535778Compass Systems & Sales, LLC | Preferred Equity2024-12-310001535778Compass Systems & Sales, LLC | Preferred Equity2025-03-310001535778Datacom, LLC | Secured Debt 12025-03-310001535778Datacom, LLC | Secured Debt 12025-01-012025-03-310001535778Datacom, LLC | Secured Debt 12024-12-310001535778Datacom, LLC | Secured Debt 22025-03-310001535778Datacom, LLC | Secured Debt 22025-01-012025-03-310001535778Datacom, LLC | Secured Debt 22024-12-310001535778Datacom, LLC | Preferred Member Units2025-01-012025-03-310001535778Datacom, LLC | Preferred Member Units2024-12-310001535778Datacom, LLC | Preferred Member Units2025-03-310001535778Digital Products Holdings LLC | Secured Debt2025-03-310001535778Digital Products Holdings LLC | Secured Debt2025-01-012025-03-310001535778Digital Products Holdings LLC | Secured Debt2024-12-310001535778Digital Products Holdings LLC | Preferred Member Units2025-01-012025-03-310001535778Digital Products Holdings LLC | Preferred Member Units2024-12-310001535778Digital Products Holdings LLC | Preferred Member Units2025-03-310001535778Direct Marketing Solutions, Inc. | Secured Debt 12025-01-012025-03-310001535778Direct Marketing Solutions, Inc. | Secured Debt 12024-12-310001535778Direct Marketing Solutions, Inc. | Secured Debt 12025-03-310001535778Direct Marketing Solutions, Inc. | Secured Debt 22025-03-310001535778Direct Marketing Solutions, Inc. | Secured Debt 22025-01-012025-03-310001535778Direct Marketing Solutions, Inc. | Secured Debt 22024-12-310001535778Direct Marketing Solutions, Inc. | Preferred Stock2025-01-012025-03-310001535778Direct Marketing Solutions, Inc. | Preferred Stock2024-12-310001535778Direct Marketing Solutions, Inc. | Preferred Stock2025-03-310001535778DMA Industries, LLC | Secured Debt 12025-03-310001535778DMA Industries, LLC | Secured Debt 12025-01-012025-03-310001535778DMA Industries, LLC | Secured Debt 12024-12-310001535778DMA Industries, LLC | Secured Debt 22025-03-310001535778DMA Industries, LLC | Secured Debt 22025-01-012025-03-310001535778DMA Industries, LLC | Secured Debt 22024-12-310001535778DMA Industries, LLC | Preferred Equity 12025-01-012025-03-310001535778DMA Industries, LLC | Preferred Equity 12024-12-310001535778DMA Industries, LLC | Preferred Equity 12025-03-310001535778DMA Industries, LLC | Preferred Equity 22025-03-310001535778DMA Industries, LLC | Preferred Equity 22025-01-012025-03-310001535778DMA Industries, LLC | Preferred Equity 22024-12-310001535778Flame King Holdings, LLC | Preferred Equity2025-01-012025-03-310001535778Flame King Holdings, LLC | Preferred Equity2024-12-310001535778Flame King Holdings, LLC | Preferred Equity2025-03-310001535778Freeport Financial Funds | LP Interests (Freeport First Lien Loan Fund III LP)2025-01-012025-03-310001535778Freeport Financial Funds | LP Interests (Freeport First Lien Loan Fund III LP)2024-12-310001535778Freeport Financial Funds | LP Interests (Freeport First Lien Loan Fund III LP)2025-03-310001535778Gamber-Johnson Holdings, LLC | Secured Debt 12025-03-310001535778Gamber-Johnson Holdings, LLC | Secured Debt 12025-01-012025-03-310001535778Gamber-Johnson Holdings, LLC | Secured Debt 12024-12-310001535778Gamber-Johnson Holdings, LLC | Secured Debt 22025-03-310001535778Gamber-Johnson Holdings, LLC | Secured Debt 22025-01-012025-03-310001535778Gamber-Johnson Holdings, LLC | Secured Debt 22024-12-310001535778Gamber-Johnson Holdings, LLC | Member Units2025-01-012025-03-310001535778Gamber-Johnson Holdings, LLC | Member Units2024-12-310001535778Gamber-Johnson Holdings, LLC | Member Units2025-03-310001535778GFG Group, LLC | Secured Debt2025-03-310001535778GFG Group, LLC | Secured Debt2025-01-012025-03-310001535778GFG Group, LLC | Secured Debt2024-12-310001535778GFG Group, LLC | Preferred Member Units2025-01-012025-03-310001535778GFG Group, LLC | Preferred Member Units2024-12-310001535778GFG Group, LLC | Preferred Member Units2025-03-310001535778Gulf Publishing Holdings, LLC | Secured Debt 12025-03-310001535778Gulf Publishing Holdings, LLC | Secured Debt 12025-01-012025-03-310001535778Gulf Publishing Holdings, LLC | Secured Debt 12024-12-310001535778Gulf Publishing Holdings, LLC | Secured Debt 22025-03-310001535778Gulf Publishing Holdings, LLC | Secured Debt 22025-01-012025-03-310001535778Gulf Publishing Holdings, LLC | Secured Debt 22024-12-310001535778Gulf Publishing Holdings, LLC | Preferred Equity2025-01-012025-03-310001535778Gulf Publishing Holdings, LLC | Preferred Equity2024-12-310001535778Gulf Publishing Holdings, LLC | Preferred Equity2025-03-310001535778Gulf Publishing Holdings, LLC | Member Units2025-01-012025-03-310001535778Gulf Publishing Holdings, LLC | Member Units2024-12-310001535778Gulf Publishing Holdings, LLC | Member Units2025-03-310001535778HPEP 3, L.P. | LP Interests (HPEP 3, L.P.)2025-01-012025-03-310001535778HPEP 3, L.P. | LP Interests (HPEP 3, L.P.)2024-12-310001535778HPEP 3, L.P. | LP Interests (HPEP 3, L.P.)2025-03-310001535778IG Investor, LLC | Secured Debt 12025-03-310001535778IG Investor, LLC | Secured Debt 12025-01-012025-03-310001535778IG Investor, LLC | Secured Debt 12024-12-310001535778IG Investor, LLC | Secured Debt 22025-03-310001535778IG Investor, LLC | Secured Debt 22025-01-012025-03-310001535778IG Investor, LLC | Secured Debt 22024-12-310001535778IG Investor, LLC | Common Equity2025-01-012025-03-310001535778IG Investor, LLC | Common Equity2024-12-310001535778IG Investor, LLC | Common Equity2025-03-310001535778Independent Pet Partners Intermediate Holdings, LLC | Common Equity2025-01-012025-03-310001535778Independent Pet Partners Intermediate Holdings, LLC | Common Equity2024-12-310001535778Independent Pet Partners Intermediate Holdings, LLC | Common Equity2025-03-310001535778Integral Energy Services | Secured Debt2025-03-310001535778Integral Energy Services | Secured Debt2025-01-012025-03-310001535778Integral Energy Services | Secured Debt2024-12-310001535778Integral Energy Services | Preferred Equity2025-03-310001535778Integral Energy Services | Preferred Equity2025-01-012025-03-310001535778Integral Energy Services | Preferred Equity2024-12-310001535778Integral Energy Services | Common Stock2025-01-012025-03-310001535778Integral Energy Services | Common Stock2024-12-310001535778Integral Energy Services | Common Stock2025-03-310001535778Kickhaefer Manufacturing Company, LLC | Secured Debt 12025-03-310001535778Kickhaefer Manufacturing Company, LLC | Secured Debt 12025-01-012025-03-310001535778Kickhaefer Manufacturing Company, LLC | Secured Debt 12024-12-310001535778Kickhaefer Manufacturing Company, LLC | Secured Debt 22025-03-310001535778Kickhaefer Manufacturing Company, LLC | Secured Debt 22025-01-012025-03-310001535778Kickhaefer Manufacturing Company, LLC | Secured Debt 22024-12-310001535778Kickhaefer Manufacturing Company, LLC | Preferred Equity2025-01-012025-03-310001535778Kickhaefer Manufacturing Company, LLC | Preferred Equity2024-12-310001535778Kickhaefer Manufacturing Company, LLC | Preferred Equity2025-03-310001535778Kickhaefer Manufacturing Company, LLC | Member Units2025-01-012025-03-310001535778Kickhaefer Manufacturing Company, LLC | Member Units2024-12-310001535778Kickhaefer Manufacturing Company, LLC | Member Units2025-03-310001535778KMS, LLC | Secured Debt 12025-03-310001535778KMS, LLC | Secured Debt 12025-01-012025-03-310001535778KMS, LLC | Secured Debt 12024-12-310001535778KMS, LLC | Secured Debt 22025-03-310001535778KMS, LLC | Secured Debt 22025-01-012025-03-310001535778KMS, LLC | Secured Debt 22024-12-310001535778KMS, LLC | Secured Debt 32025-03-310001535778KMS, LLC | Secured Debt 32025-01-012025-03-310001535778KMS, LLC | Secured Debt 32024-12-310001535778KMS, LLC | Secured Debt 42025-03-310001535778KMS, LLC | Secured Debt 42025-01-012025-03-310001535778KMS, LLC | Secured Debt 42024-12-310001535778KMS, LLC | Secured Debt 52025-03-310001535778KMS, LLC | Secured Debt 52025-01-012025-03-310001535778KMS, LLC | Secured Debt 52024-12-310001535778KMS, LLC | Secured Debt 62025-03-310001535778KMS, LLC | Secured Debt 62025-01-012025-03-310001535778KMS, LLC | Secured Debt 62024-12-310001535778KMS, LLC | Secured Debt 72025-03-310001535778KMS, LLC | Secured Debt 72025-01-012025-03-310001535778KMS, LLC | Secured Debt 72024-12-310001535778KMS, LLC | Preferred Equity2025-01-012025-03-310001535778KMS, LLC | Preferred Equity2024-12-310001535778KMS, LLC | Preferred Equity2025-03-310001535778Mills Fleet Farm Group, LLC | Common Equity2025-01-012025-03-310001535778Mills Fleet Farm Group, LLC | Common Equity2024-12-310001535778Mills Fleet Farm Group, LLC | Common Equity2025-03-310001535778Mills Fleet Farm Group, LLC | Secured Debt2025-03-310001535778Mills Fleet Farm Group, LLC | Secured Debt2025-01-012025-03-310001535778Mills Fleet Farm Group, LLC | Secured Debt2024-12-310001535778Mystic Logistics Holdings, LLC | Secured Debt 12025-01-012025-03-310001535778Mystic Logistics Holdings, LLC | Secured Debt 12024-12-310001535778Mystic Logistics Holdings, LLC | Secured Debt 12025-03-310001535778Mystic Logistics Holdings, LLC | Secured Debt 22025-03-310001535778Mystic Logistics Holdings, LLC | Secured Debt 22025-01-012025-03-310001535778Mystic Logistics Holdings, LLC | Secured Debt 22024-12-310001535778Mystic Logistics Holdings, LLC | Common Stock2025-01-012025-03-310001535778Mystic Logistics Holdings, LLC | Common Stock2024-12-310001535778Mystic Logistics Holdings, LLC | Common Stock2025-03-310001535778Nello Industries Investco, LLC | Secured Debt 12025-03-310001535778Nello Industries Investco, LLC | Secured Debt 12025-01-012025-03-310001535778Nello Industries Investco, LLC | Secured Debt 12024-12-310001535778Nello Industries Investco, LLC | Secured Debt 22025-03-310001535778Nello Industries Investco, LLC | Secured Debt 22025-01-012025-03-310001535778Nello Industries Investco, LLC | Secured Debt 22024-12-310001535778Nello Industries Investco, LLC | Common Equity2025-01-012025-03-310001535778Nello Industries Investco, LLC | Common Equity2024-12-310001535778Nello Industries Investco, LLC | Common Equity2025-03-310001535778NexRev LLC | Secured Debt 12025-01-012025-03-310001535778NexRev LLC | Secured Debt 12024-12-310001535778NexRev LLC | Secured Debt 12025-03-310001535778NexRev LLC | Secured Debt 22025-01-012025-03-310001535778NexRev LLC | Secured Debt 22024-12-310001535778NexRev LLC | Secured Debt 22025-03-310001535778NexRev LLC | Preferred Member Units2025-01-012025-03-310001535778NexRev LLC | Preferred Member Units2024-12-310001535778NexRev LLC | Preferred Member Units2025-03-310001535778NuStep, LLC | Secured Debt 12025-03-310001535778NuStep, LLC | Secured Debt 12025-01-012025-03-310001535778NuStep, LLC | Secured Debt 12024-12-310001535778NuStep, LLC | Secured Debt 22025-03-310001535778NuStep, LLC | Secured Debt 22025-01-012025-03-310001535778NuStep, LLC | Secured Debt 22024-12-310001535778NuStep, LLC | Preferred Member Units 12025-01-012025-03-310001535778NuStep, LLC | Preferred Member Units 12024-12-310001535778NuStep, LLC | Preferred Member Units 12025-03-310001535778NuStep, LLC | Preferred Member Units 22025-01-012025-03-310001535778NuStep, LLC | Preferred Member Units 22024-12-310001535778NuStep, LLC | Preferred Member Units 22025-03-310001535778Oneliance, LLC | Preferred Stock2025-01-012025-03-310001535778Oneliance, LLC | Preferred Stock2024-12-310001535778Oneliance, LLC | Preferred Stock2025-03-310001535778Orttech Holdings, LLC | Secured Debt 12025-03-310001535778Orttech Holdings, LLC | Secured Debt 12025-01-012025-03-310001535778Orttech Holdings, LLC | Secured Debt 12024-12-310001535778Orttech Holdings, LLC | Secured Debt 22025-03-310001535778Orttech Holdings, LLC | Secured Debt 22025-01-012025-03-310001535778Orttech Holdings, LLC | Secured Debt 22024-12-310001535778Orttech Holdings, LLC | Preferred Stock2025-01-012025-03-310001535778Orttech Holdings, LLC | Preferred Stock2024-12-310001535778Orttech Holdings, LLC | Preferred Stock2025-03-310001535778Pinnacle TopCo, LLC | Secured Debt 12025-01-012025-03-310001535778Pinnacle TopCo, LLC | Secured Debt 12024-12-310001535778Pinnacle TopCo, LLC | Secured Debt 12025-03-310001535778Pinnacle TopCo, LLC | Secured Debt 22025-03-310001535778Pinnacle TopCo, LLC | Secured Debt 22025-01-012025-03-310001535778Pinnacle TopCo, LLC | Secured Debt 22024-12-310001535778Pinnacle TopCo, LLC | Preferred Equity2025-01-012025-03-310001535778Pinnacle TopCo, LLC | Preferred Equity2024-12-310001535778Pinnacle TopCo, LLC | Preferred Equity2025-03-310001535778RA Outdoors LLC | Secured Debt 12025-03-310001535778RA Outdoors LLC | Secured Debt 12025-01-012025-03-310001535778RA Outdoors LLC | Secured Debt 12024-12-310001535778RA Outdoors LLC | Secured Debt 22025-03-310001535778RA Outdoors LLC | Secured Debt 22025-01-012025-03-310001535778RA Outdoors LLC | Secured Debt 22024-12-310001535778RA Outdoors LLC | Common Equity2025-01-012025-03-310001535778RA Outdoors LLC | Common Equity2024-12-310001535778RA Outdoors LLC | Common Equity2025-03-310001535778Robbins Bros. Jewelry, Inc. | Secured Debt 12025-03-310001535778Robbins Bros. Jewelry, Inc. | Secured Debt 12025-01-012025-03-310001535778Robbins Bros. Jewelry, Inc. | Secured Debt 12024-12-310001535778Robbins Bros. Jewelry, Inc. | Secured Debt 22025-03-310001535778Robbins Bros. Jewelry, Inc. | Secured Debt 22025-01-012025-03-310001535778Robbins Bros. Jewelry, Inc. | Secured Debt 22024-12-310001535778Robbins Bros. Jewelry, Inc. | Preferred Equity2025-01-012025-03-310001535778Robbins Bros. Jewelry, Inc. | Preferred Equity2024-12-310001535778Robbins Bros. Jewelry, Inc. | Preferred Equity2025-03-310001535778SI East, LLC | Secured Debt 12025-03-310001535778SI East, LLC | Secured Debt 12025-01-012025-03-310001535778SI East, LLC | Secured Debt 12024-12-310001535778SI East, LLC | Secured Debt 22025-03-310001535778SI East, LLC | Secured Debt 22025-01-012025-03-310001535778SI East, LLC | Secured Debt 22024-12-310001535778SI East, LLC | Preferred Member Units2025-01-012025-03-310001535778SI East, LLC | Preferred Member Units2024-12-310001535778SI East, LLC | Preferred Member Units2025-03-310001535778Student Resource Center, LLC | Secured Debt 12025-03-310001535778Student Resource Center, LLC | Secured Debt 12025-01-012025-03-310001535778Student Resource Center, LLC | Secured Debt 12024-12-310001535778Student Resource Center, LLC | Preferred Equity2025-01-012025-03-310001535778Student Resource Center, LLC | Preferred Equity2024-12-310001535778Student Resource Center, LLC | Preferred Equity2025-03-310001535778Student Resource Center, LLC | Secured Debt 22025-03-310001535778Student Resource Center, LLC | Secured Debt 22025-01-012025-03-310001535778Student Resource Center, LLC | Secured Debt 22024-12-310001535778Tedder Industries, LLC | Secured Debt 12025-03-310001535778Tedder Industries, LLC | Secured Debt 12025-01-012025-03-310001535778Tedder Industries, LLC | Secured Debt 12024-12-310001535778Tedder Industries, LLC | Secured Debt 22025-03-310001535778Tedder Industries, LLC | Secured Debt 22025-01-012025-03-310001535778Tedder Industries, LLC | Secured Debt 22024-12-310001535778Tedder Industries, LLC | Preferred Member Units 12025-01-012025-03-310001535778Tedder Industries, LLC | Preferred Member Units 12024-12-310001535778Tedder Industries, LLC | Preferred Member Units 12025-03-310001535778Tedder Industries, LLC | Preferred Member Units 22025-01-012025-03-310001535778Tedder Industries, LLC | Preferred Member Units 22024-12-310001535778Tedder Industries, LLC | Preferred Member Units 22025-03-310001535778Tedder Industries, LLC | Preferred Member Units 32025-01-012025-03-310001535778Tedder Industries, LLC | Preferred Member Units 32024-12-310001535778Tedder Industries, LLC | Preferred Member Units 32025-03-310001535778Trantech Radiator Topco, LLC | Secured Debt 12025-01-012025-03-310001535778Trantech Radiator Topco, LLC | Secured Debt 12024-12-310001535778Trantech Radiator Topco, LLC | Secured Debt 12025-03-310001535778Trantech Radiator Topco, LLC | Secured Debt 22025-03-310001535778Trantech Radiator Topco, LLC | Secured Debt 22025-01-012025-03-310001535778Trantech Radiator Topco, LLC | Secured Debt 22024-12-310001535778Trantech Radiator Topco, LLC | Common Stock2025-01-012025-03-310001535778Trantech Radiator Topco, LLC | Common Stock2024-12-310001535778Trantech Radiator Topco, LLC | Common Stock2025-03-310001535778Urgent DSO LLC | Secured Debt2025-03-310001535778Urgent DSO LLC | Secured Debt2025-01-012025-03-310001535778Urgent DSO LLC | Secured Debt2024-12-310001535778Urgent DSO LLC | Preferred Equity2025-03-310001535778Urgent DSO LLC | Preferred Equity2025-01-012025-03-310001535778Urgent DSO LLC | Preferred Equity2024-12-310001535778Victory Energy Operations, LLC | Secured Debt 12025-01-012025-03-310001535778Victory Energy Operations, LLC | Secured Debt 12024-12-310001535778Victory Energy Operations, LLC | Secured Debt 12025-03-310001535778Victory Energy Operations, LLC | Secured Debt 22025-03-310001535778Victory Energy Operations, LLC | Secured Debt 22025-01-012025-03-310001535778Victory Energy Operations, LLC | Secured Debt 22024-12-310001535778Victory Energy Operations, LLC | Preferred Equity2025-01-012025-03-310001535778Victory Energy Operations, LLC | Preferred Equity2024-12-310001535778Victory Energy Operations, LLC | Preferred Equity2025-03-310001535778VVS Holdco LLC | Secured Debt 12025-03-310001535778VVS Holdco LLC | Secured Debt 12025-01-012025-03-310001535778VVS Holdco LLC | Secured Debt 12024-12-310001535778VVS Holdco LLC | Secured Debt 22025-03-310001535778VVS Holdco LLC | Secured Debt 22025-01-012025-03-310001535778VVS Holdco LLC | Secured Debt 22024-12-310001535778VVS Holdco LLC | Preferred Equity2025-01-012025-03-310001535778VVS Holdco LLC | Preferred Equity2024-12-310001535778VVS Holdco LLC | Preferred Equity2025-03-310001535778Other Amounts related to investments transferred to or from other 1940 Act classification during the period | Preferred Equity2025-01-012025-03-310001535778Other Amounts related to investments transferred to or from other 1940 Act classification during the period | Preferred Equity2024-12-310001535778Other Amounts related to investments transferred to or from other 1940 Act classification during the period | Preferred 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Table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

þ    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

OR

o    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from:             to             

Commission File Number: 814-00939

MSC Income Fund, Inc.

(Exact name of registrant as specified in its charter)

Maryland			45-3999996
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
1300 Post Oak Boulevard, 8th Floor Houston, TX			77056
(Address of principal executive offices)			(Zip Code)

(713) 350-6000

(Registrant’s telephone number, including area code)

n/a

(Former name, former address and former fiscal year, if changed since last report)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

þ

Accelerated filer

o

Non-accelerated filer

o

Smaller reporting company

o

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

The number of shares outstanding of the issuer’s common stock as of May 7, 2026 was 45,345,229.

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Table of contents

TABLE OF CONTENTS

PART I
FINANCIAL INFORMATION
Item 1.			Consolidated Financial Statements
			Consolidated Balance Sheets—March 31, 2026 (unaudited) and December 31, 2025			1
			Consolidated Statements of Operations (unaudited)—Three months ended March 31, 2026 and 2025			2
			Consolidated Statements of Changes in Net Assets (unaudited)—Three months ended March 31, 2026 and 2025			3
			Consolidated Statements of Cash Flows (unaudited)—Three months ended March 31, 2026 and 2025			4
			Consolidated Schedule of Investments (unaudited)—March 31, 2026			5
			Consolidated Schedule of Investments—December 31, 2025			26
			Notes to Consolidated Financial Statements (unaudited)			46
			Consolidated Schedules of Investments in and Advances to Affiliates (unaudited)—Three months ended March 31, 2026 and 2025			89
Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations			99
Item 3.			Quantitative and Qualitative Disclosures about Market Risk			115
Item 4.			Controls and Procedures			116
PART II
OTHER INFORMATION
Item 1.			Legal Proceedings			117
Item 1A.			Risk Factors			117
Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds			117
Item 5.			Other Information			117
Item 6.			Exhibits			118
			Signatures			119

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Table of contents

MSC INCOME FUND, INC.

Consolidated Balance Sheets

(in thousands, except shares and per share amounts)

			March 31, 2026						December 31, 2025
ASSETS			(Unaudited)
Investments at fair value:
Control investments (cost: $52,432 and $52,550 as of March 31, 2026 and December 31, 2025, respectively)			$	53,802					$	58,372
Affiliate investments (cost: $333,498 and $322,074 as of March 31, 2026 and December 31, 2025, respectively)			426,618						406,771
Non‑Control/Non‑Affiliate investments (cost: $910,600 and $885,299 as of March 31, 2026 and December 31, 2025, respectively)			888,782						870,244
Total investments (cost: $1,296,530 and $1,259,923 as of March 31, 2026 and December 31, 2025, respectively)			1,369,202						1,335,387
Cash and cash equivalents			15,559						20,635
Interest and dividend receivable			11,942						12,273
Prepaids and other assets			10,094						9,546
Deferred financing costs (net of accumulated amortization of $7,467 and $7,259 as of March 31, 2026 and December 31, 2025, respectively)			3,128						3,190
Total assets			$	1,409,925					$	1,381,031
LIABILITIES
Credit Facilities			$	350,000					$	453,000
October 2026 Notes (par: $150,000 as of both March 31, 2026 and December 31, 2025)			149,826						149,751
May 2029 Notes (par: $150,000 as of March 31, 2026)			149,274						—
Accounts payable and other liabilities			4,408						3,549
Interest payable			7,463						5,946
Dividend payable			16,324						16,772
Base management and incentive fees payable			7,340						8,388
Deferred tax liability, net			5,762						4,966
Total liabilities			690,397						642,372
Commitments and contingencies (Note I)
NET ASSETS
Common stock, $0.001 par value per share (450,000,000 shares authorized; 45,345,229 and 46,588,608 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively)			45						47
Additional paid‑in capital			765,979						782,007
Total overdistributed earnings			(46,496)						(43,395)
Total net assets			719,528						738,659
Total liabilities and net assets			$	1,409,925					$	1,381,031
NET ASSET VALUE PER SHARE			$	15.87					$	15.85

The accompanying notes are an integral part of these consolidated financial statements

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MSC INCOME FUND, INC.

Consolidated Statements of Operations

(in thousands, except shares and per share amounts)

(Unaudited)

			Three Months Ended March 31,
			2026						2025
INVESTMENT INCOME:
Interest, dividend and fee income:
Control investments			$	1,195					$	1,442
Affiliate investments			9,247						9,335
Non‑Control/Non‑Affiliate investments			23,645						22,450
Total investment income			34,087						33,227
EXPENSES:
Interest			(8,920)						(8,243)
Base management fee			(5,225)						(4,972)
Incentive fee on income			(3,099)						(2,023)
Incentive fee on capital gains			638						—
General and administrative			(1,039)						(1,027)
Internal administrative services expenses			(186)						(174)
Total expenses before expense waivers			(17,831)						(16,439)
Waiver of incentive fee on income			985						—
Total expenses, net of expense waivers			(16,846)						(16,439)
NET INVESTMENT INCOME BEFORE TAXES			17,241						16,788
Excise tax expense			(50)						(192)
Federal and state income and other tax expenses			(956)						(850)
NET INVESTMENT INCOME			16,235						15,746
NET REALIZED GAIN (LOSS):
Control investments			—						9
Affiliate investments			(1,656)						—
Non‑Control/Non‑Affiliate investments			1,415						(21,075)
Total net realized loss			(241)						(21,066)
NET UNREALIZED APPRECIATION (DEPRECIATION):
Control investments			(4,452)						(833)
Affiliate investments			8,423						2,836
Non‑Control/Non‑Affiliate investments			(6,614)						16,780
Total net unrealized appreciation (depreciation)			(2,643)						18,783
Income tax benefit (provision) on net realized loss and net unrealized appreciation (depreciation)			(128)						2,412
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS			$	13,223					$	15,875
NET INVESTMENT INCOME PER SHARE—BASIC AND DILUTED			$	0.35					$	0.35
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS PER SHARE—BASIC AND DILUTED			$	0.29					$	0.36
WEIGHTED-AVERAGE SHARES OUTSTANDING—BASIC AND DILUTED			46,116,898						44,680,084

The accompanying notes are an integral part of these consolidated financial statements

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MSC INCOME FUND, INC.

Consolidated Statements of Changes in Net Assets

(in thousands, except shares)

(Unaudited)

			Common Stock												Additional Paid-In Capital						Total Overdistributed Earnings						Total Net Asset Value
			Number of Shares						Par Value
Balances as of December 31, 2024			40,240,358						$	40					$	689,580					$	(64,717)					$	624,903
Issuances of common stock, net of underwriting and offering costs			6,325,000						6						90,526						—						90,532
Dividend reinvestment			284,173						1						4,495						—						4,496
Net increase in net assets resulting from operations			—						—						—						15,875						15,875
Dividends to stockholders			—						—						—						(16,866)						(16,866)
Balances as of March 31, 2025			46,849,531						$	47					$	784,601					$	(65,708)					$	718,940
Balances as of December 31, 2025			46,588,608						$	47					$	782,007					$	(43,395)					$	738,659
Common stock repurchased			(1,243,379)						(2)						(16,028)						—						(16,030)
Net increase in net assets resulting from operations			—						—						—						13,223						13,223
Dividends to stockholders			—						—						—						(16,324)						(16,324)
Balances as of March 31, 2026			45,345,229						$	45					$	765,979					$	(46,496)					$	719,528

The accompanying notes are an integral part of these consolidated financial statements

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MSC INCOME FUND, INC.

Consolidated Statements of Cash Flows

(in thousands)

(Unaudited)

			Three Months Ended March 31,
			2026						2025
CASH FLOWS FROM OPERATING ACTIVITIES
Net increase in net assets resulting from operations			$	13,223					$	15,875
Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities:
Investments in portfolio companies			(73,732)						(142,755)
Proceeds from sales and repayments of debt investments in portfolio companies			33,827						52,244
Proceeds from sales and return of capital of equity investments in portfolio companies			7,796						8,909
Net unrealized (appreciation) depreciation			2,643						(18,783)
Net realized loss			241						21,066
Accretion of unearned income			(1,692)						(1,750)
Payment-in-kind interest			(2,500)						(1,915)
Cumulative dividends			(285)						(74)
Amortization of deferred financing costs			298						247
Deferred taxes			796						(1,853)
Changes in other assets and liabilities:
Interest and dividend receivable			168						(803)
Prepaid and other assets			(506)						784
Accounts payable and other liabilities			867						(2,978)
Interest payable			1,517						806
Base management and incentive fees payable			(1,048)						(1,514)
Net cash used in operating activities			(18,387)						(72,494)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from public offering of common stock, net of underwriting and offering costs			—						90,532
Redemption of common stock			(16,030)						—
Dividends paid			(16,772)						(9,991)
Proceeds from Credit Facilities			138,000						130,000
Repayments on Credit Facilities			(241,000)						(125,000)
Proceeds from May 2029 Notes			150,000						—
Payment of deferred financing costs			(887)						(1,963)
Net cash provided by financing activities			13,311						83,578
Net increase (decrease) in cash and cash equivalents			(5,076)						11,084
CASH AND CASH EQUIVALENTS AS OF BEGINNING OF PERIOD			20,635						28,375
CASH AND CASH EQUIVALENTS AS OF END OF PERIOD			$	15,559					$	39,459
Supplemental cash flow disclosures:
Interest paid			$	7,106					$	7,189
Taxes paid			$	88					$	4,120
Non-cash financing activities:
Dividends declared and unpaid			$	16,324					$	16,866
Value of shares issued pursuant to the dividend reinvestment plan			$	—					$	4,496

The accompanying notes are an integral part of these consolidated financial statements

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MSC INCOME FUND, INC.

Consolidated Schedule of Investments

March 31, 2026

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)						Business Description			Type of Investment (2) (3) (15)						Investment Date (22)			Shares/Units			Total Rate			Reference Rate and Spread (25)						PIK Rate (19)			Maturity Date			Principal (4)			Cost (4)			Fair Value (18)
Control Investments (5)
BDB Holdings, LLC						Casual Restaurant Group
									Secured Debt						2/24/2025						12.00%												2/27/2027			$	1,182		$	1,182		$	1,182
									Preferred Equity						11/4/2024			13,024,663																					13,025			5,189
																																							14,207			6,371
Copper Trail Fund Investments			(12) (13)			Investment Partnership
									LP Interests (CTMH, LP)			(24)			7/17/2017			38.75%																					515			530
GRT Rubber Technologies LLC						Manufacturer of Engineered Rubber Products
									Secured Debt						12/21/2018						9.79%			SF+			6.00%						10/29/2026			1,550			1,546			1,550
									Secured Debt						12/19/2014						11.79%			SF+			8.00%						10/29/2026			19,944			19,914			19,944
									Member Units			(8)			12/19/2014			2,896																					6,435			21,680
																																							27,895			43,174
Harris Preston Fund Investments			(12) (13)			Investment Partnership
									LP Interests (2717 MH, L.P.)			(24)			10/1/2017			49.26%																					1,158			1,957
Volusion, LLC						Provider of Online Software-as-a-Service eCommerce Solutions
									Secured Debt			(17)			3/31/2023						10.00%												3/31/2025			900			900			900
									Preferred Member Units						3/31/2023			2,184,683																					653			870
									Preferred Member Units						3/31/2023			61,077																					—			—
									Preferred Member Units						1/26/2015			2,090,001																					6,000			—
									Common Stock						3/31/2023			772,620																					1,104			—
																																							8,657			1,770
Subtotal Control investments (7.5% of net assets at fair value)																																							$	52,432		$	53,802
Affiliate Investments (6)
American Nuts, LLC			(10)			Roaster, Mixer and Packager of Bulk Nuts and Seeds
									Secured Debt			(9)			3/27/2026						12.36%			SF+			8.50%			12.36%			3/28/2028			$	89		$	89		$	89
									Secured Debt			(9)			3/25/2025						12.31%			SF+			8.50%			12.31%			3/28/2028			2,397			2,397			2,397
									Secured Debt			(9)			3/25/2025						12.31%			SF+			8.50%			12.31%			3/28/2028			2,397			2,397			1,978
									Preferred Equity						3/25/2025			7,590																					2,556			1,080
																																							7,439			5,544
Analytical Systems Keco Holdings, LLC						Manufacturer of Liquid and Gas Analyzers
									Secured Debt						8/16/2019						13.25%												8/16/2029			935			928			928
									Preferred Member Units						5/20/2021			603																					597			1,510
									Preferred Member Units						8/16/2019			777																					800			140
									Warrants			(27)			8/16/2019			105															8/16/2029						79			—
																																							2,404			2,578
Batjer TopCo, LLC						HVAC Mechanical Contractor

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MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

March 31, 2026

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)						Business Description			Type of Investment (2) (3) (15)						Investment Date (22)			Shares/Units			Total Rate			Reference Rate and Spread (25)						PIK Rate (19)			Maturity Date			Principal (4)			Cost (4)			Fair Value (18)
									Secured Debt			(30)			3/7/2022																		3/7/2027			—			—			—
									Secured Debt			(30)			3/7/2022																		3/7/2027			—			—			—
									Secured Debt						3/7/2022						10.00%												3/7/2027			1,093			1,088			1,093
									Preferred Stock			(8)			3/7/2022			453																					455			1,040
																																							1,543			2,133
Brewer Crane Holdings, LLC						Provider of Crane Rental and Operating Services
									Secured Debt			(9)			1/9/2018						13.79%			SF+			10.00%						12/31/2026			1,254			1,254			1,254
									Preferred Member Units			(8)			1/9/2018			737																					1,070			740
									Preferred Member Units			(8)			7/7/2025			78			15.00%									15.00%									87			87
																																							2,411			2,081
Centre Technologies Holdings, LLC						Provider of IT Hardware Services and Software Solutions
									Secured Debt			(9) (30)			1/4/2019									SF+			8.00%						1/4/2028			—			—			—
									Secured Debt			(9)			11/29/2024						11.79%			SF+			8.00%						1/4/2028			6,021			6,005			6,021
									Preferred Member Units						1/4/2019			3,471																					1,596			11,490
																																							7,601			17,511
Chamberlin Holding LLC						Roofing and Waterproofing Specialty Contractor
									Secured Debt			(9) (30)			2/26/2018									SF+			6.00%						2/26/2029			—			(20)			—
									Secured Debt			(9)			2/26/2018						11.86%			SF+			8.00%						2/26/2029			10,305			10,170			10,305
									Member Units			(8)			2/26/2018			1,087																					2,860			9,880
									Member Units			(8) (23)			11/2/2018			261,786																					443			1,020
																																							13,453			21,205
Charps, LLC						Pipeline Maintenance and Construction
									Preferred Member Units			(8)			2/3/2017			457																					491			4,010
Clad-Rex Steel, LLC						Specialty Manufacturer of Vinyl-Clad Metal
									Secured Debt			(30)			10/28/2022																		7/31/2027			—			—			—
									Secured Debt						12/20/2016						10.00%												7/31/2030			2,310			2,289			2,310
									Secured Debt						12/20/2016						10.00%												12/20/2036			229			228			229
									Member Units			(8)			12/20/2016			179																					1,820			3,720
									Member Units			(23)			12/20/2016			200																					127			377
																																							4,464			6,636
Cody Pools, Inc.						Designer of Residential and Commercial Pools
									Secured Debt			(30)			3/6/2020																		12/3/2030			—			(21)			—
									Secured Debt						3/6/2020						12.50%												12/3/2030			5,783			5,683			5,783
									Preferred Member Units			(8) (23)			3/6/2020			147																					2,079			16,070
																																							7,741			21,853
Colonial Electric Company LLC						Provider of Electrical Contracting Services
									Secured Debt			(30)			3/31/2021																		3/31/2028			—			—			—
									Secured Debt						3/31/2021						9.00%												3/31/2028			2,195			2,169			2,195
									Preferred Member Units			(8)			3/31/2021			4,320																					1,920			4,740
																																							4,089			6,935

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MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

March 31, 2026

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)						Business Description			Type of Investment (2) (3) (15)						Investment Date (22)			Shares/Units			Total Rate			Reference Rate and Spread (25)						PIK Rate (19)			Maturity Date			Principal (4)			Cost (4)			Fair Value (18)
Compass Systems & Sales, LLC						Designer of End-to-End Material Handling Solutions
									Secured Debt			(30)			11/22/2023																		11/22/2028			—			(11)			(11)
									Secured Debt						11/22/2023						13.50%												11/22/2028			4,050			3,986			4,008
									Preferred Equity						11/22/2023			1,863																					1,863			1,860
																																							5,838			5,857
Datacom, LLC						Technology and Telecommunications Provider
									Secured Debt			(17)			3/1/2022						7.50%												12/31/2025			75			75			75
									Secured Debt			(17)			3/31/2021						10.00%												12/31/2025			861			861			343
									Preferred Member Units						3/31/2021			1,040																					330			—
																																							1,266			418
Digital Products Holdings LLC						Designer and Distributor of Consumer Electronics
									Secured Debt			(9)			4/1/2018						13.69%			SF+			10.00%						4/27/2029			2,989			2,988			2,837
									Preferred Member Units			(8)			4/1/2018			964																					2,375			2,459
																																							5,363			5,296
Direct Marketing Solutions, Inc.						Provider of Omni-Channel Direct Marketing Services
									Secured Debt			(30)			2/13/2018																		2/28/2031			—			(18)			—
									Secured Debt						12/27/2022						14.00%												2/28/2031			8,726			8,511			8,726
									Preferred Stock						2/13/2018			2,484																					3,260			7,209
																																							11,753			15,935
DMA Industries, LLC						Distributor of Aftermarket Ride Control Products
									Secured Debt						6/18/2024						10.00%												6/18/2029			140			138			140
									Secured Debt						11/19/2021						10.00%												6/18/2029			3,200			3,179			3,200
									Preferred Equity						11/19/2021			1,486																					1,486			3,416
									Preferred Equity			(8)			6/18/2024			767			15.00%									15.00%									973			1,973
																																							5,776			8,729
Flame King Holdings, LLC						Propane Tank and Accessories Distributor
									Secured Debt						6/30/2025						12.00%												6/30/2030			16,500			16,224			16,500
									Preferred Equity			(8)			10/29/2021			2,340																					2,600			13,940
																																							18,824			30,440
Freeport Financial Funds			(12) (13)			Investment Partnership
									LP Interests (Freeport First Lien Loan Fund III LP)			(24)			7/31/2015			5.95%																					671			193
Gamber-Johnson Holdings, LLC						Manufacturer of Ruggedized Computer Mounting Systems
									Secured Debt			(9) (32)			6/24/2016						11.19%			SF+			7.50%						1/1/2028			400			400			400
									Secured Debt			(9)			11/22/2024						11.19%			SF+			7.50%						1/1/2028			18,742			18,656			18,742
									Member Units			(8)			6/24/2016			2,261																					4,423			29,460
									Member Units			(23)			12/15/2025			102																					76			76
																																							23,555			48,678
GFG Group, LLC						Grower and Distributor of a Variety of Plants and Products to Other Wholesalers, Retailers and Garden Centers
									Secured Debt						3/31/2021						8.00%												3/31/2026			3,513			3,513			3,513

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MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

March 31, 2026

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)						Business Description			Type of Investment (2) (3) (15)						Investment Date (22)			Shares/Units			Total Rate			Reference Rate and Spread (25)						PIK Rate (19)			Maturity Date			Principal (4)			Cost (4)			Fair Value (18)
									Preferred Member Units			(8)			3/31/2021			56																					1,225			2,740
																																							4,738			6,253
Harris Preston Fund Investments			(12) (13)			Investment Partnership
									LP Interests (HPEP 3, L.P.)			(24)			8/9/2017			8.22%																					1,297			3,736
IG Investor, LLC						Military and Other Tactical Gear
									Secured Debt						6/21/2023						13.00%												6/21/2028			200			187			200
									Secured Debt						6/21/2023						13.00%												6/21/2028			8,566			8,452			8,566
									Common Equity						6/21/2023			3,600																					3,600			7,190
																																							12,239			15,956
Independent Pet Partners Intermediate Holdings, LLC			(10)			Omnichannel Retailer of Specialty Pet Products
									Common Equity						4/7/2023			6,436,566																					6,540			6,790
Integral Energy Services			(10)			Nuclear Power Staffing Services
									Secured Debt			(9)			8/20/2021						11.42%			SF+			7.50%						8/20/2026			14,340			14,315			13,770
									Preferred Equity			(8)			12/7/2023			3,725			10.00%									10.00%									337			498
									Preferred Equity						6/3/2025			3,596			10.00%									10.00%									383			480
									Common Stock						8/20/2021			11,647																					1,584			330
																																							16,619			15,078
Kickhaefer Manufacturing Company, LLC						Precision Metal Parts Manufacturing
									Secured Debt						10/31/2018						11.50%												10/31/2026			2,550			2,548			2,548
									Secured Debt						10/31/2018						9.00%												10/31/2048			974			967			967
									Preferred Equity			(8)			10/31/2018			145																					3,060			4,590
									Member Units			(8) (23)			10/31/2018			200																					248			1,048
																																							6,823			9,153
KMS, LLC			(10)			Wholesaler of Closeout and Value-Priced Products
									Secured Debt			(9)			12/29/2025						9.20%			SF+			5.50%						10/1/2028			1,629			1,584			1,629
									Secured Debt						2/10/2025						12.50%												10/1/2028			1,466			1,439			1,466
									Secured Debt						2/10/2025						12.50%												10/1/2028			1,259			1,259			1,259
									Preferred Equity						2/10/2025			11,516																					6,113			7,830
																																							10,395			12,184
Mills Fleet Farm Group, LLC			(10)			Omnichannel Retailer of Work, Farm and Lifestyle Merchandise
									Secured Debt			(9)			12/19/2024						9.81%			SF+			5.50%			9.81%			1/28/2031			2,400			2,400			2,314
									Secured Debt			(9)			4/11/2025						9.17%			SF+			5.50%			9.17%			1/28/2031			1,427			1,427			1,376
									Preferred Equity			(8) (23)			12/19/2024			53,505																					12,283			9,460
																																							16,110			13,150
Nello Industries Investco, LLC						Manufacturer of Steel Poles and Towers For Critical Infrastructure
									Secured Debt						6/4/2024						12.50%												6/4/2029			10,318			10,267			10,318
									Preferred Equity			(8)			6/4/2024			84,201																					2,799			7,390
																																							13,066			17,708
NexRev LLC						Provider of Energy Efficiency Products & Services

8

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

March 31, 2026

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)						Business Description			Type of Investment (2) (3) (15)						Investment Date (22)			Shares/Units			Total Rate			Reference Rate and Spread (25)						PIK Rate (19)			Maturity Date			Principal (4)			Cost (4)			Fair Value (18)
									Preferred Member Units						2/28/2018			25,786,046																					2,053			3,140
NuStep, LLC						Designer, Manufacturer and Distributor of Fitness Equipment
									Secured Debt			(9)			1/31/2017						10.29%			SF+			6.50%						1/31/2028			650			650			650
									Secured Debt						1/31/2017						12.00%												1/31/2030			4,610			4,542			4,542
									Preferred Member Units						11/2/2022			600																					696			1,570
									Preferred Member Units						1/31/2017			122																					2,966			2,730
																																							8,854			9,492
Oneliance, LLC						Construction Cleaning Company
									Preferred Stock			(8)			8/6/2021			282																					282			810
Orttech Holdings, LLC						Distributor of Industrial Clutches, Brakes and Other Components
									Secured Debt			(9) (30)			7/30/2021									SF+			11.00%						7/31/2026			—			(2)			—
									Secured Debt			(9)			7/30/2021						14.79%			SF+			11.00%						7/31/2026			5,190			5,183			5,190
									Preferred Stock			(23)			7/30/2021			2,500																					2,500			3,360
																																							7,681			8,550
Pinnacle TopCo, LLC						Manufacturer and Distributor of Garbage Can Liners, Poly Bags, Produce Bags, and Other Similar Products
									Secured Debt			(30)			12/21/2023																		12/21/2028			—			(5)			—
									Secured Debt						12/21/2023						13.00%												12/21/2028			6,600			6,510			6,600
									Preferred Equity			(8)			12/21/2023			110																					3,135			5,110
																																							9,640			11,710
RA Outdoors LLC			(10)			Software Solutions Provider for Outdoor Activity Management
									Secured Debt			(9)			4/8/2021						10.56%			SF+			6.75%			10.56%			6/30/2027			1,422			1,421			1,178
									Secured Debt			(9)			2/5/2025						10.59%			SF+			6.75%			10.59%			6/30/2027			449			449			372
									Secured Debt			(9)			7/17/2025						10.59%			SF+			6.75%			10.59%			6/30/2027			438			438			363
									Secured Debt			(9)			4/8/2021						10.56%			SF+			6.75%			10.56%			6/30/2027			14,867			14,859			12,320
									Common Equity						8/12/2024			107																					—			—
																																							17,167			14,233
Robbins Bros. Jewelry, Inc.						Bridal Jewelry Retailer
									Secured Debt			(14) (30)			12/15/2021																		12/15/2026			—			(13)			(13)
									Secured Debt			(14)			12/15/2021						12.50%									10.00%			12/15/2026			3,740			3,486			1,552
									Preferred Equity						12/15/2021			1,230																					1,230			—
																																							4,703			1,539
SI East, LLC						Rigid Industrial Packaging Manufacturing
									Secured Debt						8/31/2018						11.80%												6/16/2028			750			746			750
									Secured Debt			(33)			6/16/2023						12.86%												6/16/2028			22,283			22,256			22,283
									Preferred Member Units			(8)			8/31/2018			55																					508			5,730
																																							23,510			28,763
Student Resource Center, LLC			(10)			Higher Education Services

9

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

March 31, 2026

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)						Business Description			Type of Investment (2) (3) (15)						Investment Date (22)			Shares/Units			Total Rate			Reference Rate and Spread (25)						PIK Rate (19)			Maturity Date			Principal (4)			Cost (4)			Fair Value (18)
									Secured Debt						9/11/2024						8.50%									8.50%			12/31/2027			251			251			871
									Secured Debt			(14)			12/31/2022						8.50%									8.50%			12/31/2027			5,918			5,425			1,817
									Preferred Equity						12/31/2022			6,564,055																					—			—
																																							5,676			2,688
Tedder Industries, LLC						Manufacturer of Firearm Holsters and Accessories
									Secured Debt			(17)			8/31/2018						12.00%									12.00%			8/31/2023			328			324			328
									Secured Debt			(14) (17)			8/31/2018						12.00%									12.00%			8/31/2023			3,800			3,761			1,344
									Preferred Member Units						8/28/2023			1,651																					165			—
									Preferred Member Units						2/1/2023			1,411																					141			—
									Preferred Member Units						8/31/2018			136																					2,311			—
																																							6,702			1,672
Trantech Radiator Topco, LLC						Transformer Cooling Products and Services
									Secured Debt						5/31/2019						11.50%												5/31/2031			400			400			400
									Secured Debt						5/31/2019						13.50%												5/31/2031			7,820			7,656			7,820
									Secured Debt						11/21/2025						9.00%												5/31/2027			510			508			510
									Secured Debt						3/25/2026						9.00%												5/31/2027			500			498			500
									Secured Debt						3/25/2026						9.00%												5/31/2027			100			100			100
									Common Stock			(8)			5/31/2019			163																					1,505			4,960
									Common Equity			(23)			11/21/2025			181																					174			174
																																							10,841			14,464
Urgent DSO LLC						General and Emergency Dentistry Practice
									Secured Debt						2/16/2024						13.50%												2/16/2029			2,200			2,162			2,122
									Preferred Equity			(8)			2/16/2024			1,000																					1,154			640
																																							3,316			2,762
Victory Energy Operations, LLC						Provider of Industrial and Commercial Combustion Systems
									Secured Debt						10/3/2024						13.00%												10/3/2029			346			332			332
									Secured Debt						10/3/2024						13.00%												10/3/2029			7,749			7,587			7,587
									Preferred Equity						10/3/2024			8,259																					3,609			3,800
																																							11,528			11,719
VVS Holdco LLC						Omnichannel Retailer of Animal Health Products
									Secured Debt			(9) (30)			12/1/2021									SF+			6.00%						12/1/2026			—			—			—
									Secured Debt						12/1/2021						11.50%												12/1/2026			6,000			5,976			5,976
									Preferred Equity			(23)			12/1/2021			3,060																					3,060			3,060
																																							9,036			9,036
Subtotal Affiliate investments (59.3% of net assets at fair value)																																							$	333,498		$	426,618
Non-Control/Non-Affiliate Investments (7)
AAC Holdings, Inc.			(11)			Substance Abuse Treatment Service Provider
									Secured Debt						11/24/2025						21.00%									21.00%			11/24/2032			$	373		$	337		$	373
									Secured Debt						4/1/2025						20.00%									20.00%			11/24/2032			323			323			323
									Secured Debt			(14)			3/28/2025						20.00%									20.00%			11/24/2032			1,070			1,070			875
									Secured Debt			(14)			3/28/2025						20.00%									20.00%			11/24/2032			1,070			1,070			875
									Preferred Equity						3/28/2025			4,342,688																					2,931			10

10

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

March 31, 2026

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)						Business Description			Type of Investment (2) (3) (15)						Investment Date (22)			Shares/Units			Total Rate			Reference Rate and Spread (25)						PIK Rate (19)			Maturity Date			Principal (4)			Cost (4)			Fair Value (18)
									Common Stock						12/11/2020			593,927																					3,148			—
																																							8,879			2,456
Adams Publishing Group, LLC			(10)			Local Newspaper Operator
									Secured Debt			(9) (29)			3/11/2022						11.00%			SF+			8.00%			1.00%			3/11/2027			958			958			953
									Secured Debt			(9)			11/26/2025						11.00%			SF+			8.00%			1.00%			3/11/2027			92			91			91
									Secured Debt			(9) (29)			3/11/2022						11.00%			SF+			8.00%			1.00%			3/11/2027			1,895			1,894			1,887
																																							2,943			2,931
AGS American Glass Services Acquisition, LLC			(10)			Provider of Custom Glass Fabrication & Installation and Specialty Coating Solutions
									Secured Debt			(9) (30)			7/24/2025									SF+			5.50%						7/24/2031			—			(45)			(45)
									Secured Debt			(9) (30)			7/24/2025									SF+			5.50%						7/24/2031			—			(26)			(26)
									Secured Debt			(9)			7/24/2025						9.17%			SF+			5.50%						7/24/2031			13,737			13,556			13,415
									Preferred Equity						7/24/2025			10,000																					1,000			780
																																							14,485			14,124
Airo Purchaser, Inc.			(10)			Provider of HVAC and Plumbing Installation Services
									Secured Debt			(9) (30)			8/1/2025									SF+			5.25%						8/1/2030			—			(48)			(48)
									Secured Debt			(9) (30)			8/1/2025									SF+			5.25%						8/1/2030			—			(24)			(24)
									Secured Debt			(9)			8/1/2025						8.92%			SF+			5.25%						8/1/2030			22,318			21,980			22,318
									Common Equity						8/1/2025			1,233																					1,233			1,340
																																							23,141			23,586
AMEREQUIP LLC			(10)			Full Services Provider Including Design, Engineering and Manufacturing of Commercial and Agricultural Equipment
									Common Stock			(8)			8/31/2022			11																					83			—
American Health Staffing Group, Inc.			(10)			Healthcare Temporary Staffing
									Secured Debt			(9) (30)			11/19/2021									P+			5.25%						11/19/2028			—			(2)			(2)
									Secured Debt			(9)			11/19/2021						12.00%			P+			5.25%						11/19/2028			6,720			6,709			6,720
																																							6,707			6,718
ArborWorks, LLC			(10)			Vegetation Management Services
									Secured Debt						11/6/2023						15.00%									15.00%			11/6/2028			2,303			2,303			2,303
									Secured Debt			(9)			11/6/2023						10.28%			SF+			6.50%			10.28%			11/6/2028			4,896			4,896			4,896
									Preferred Equity						11/6/2023			17,265																					7,468			9,256
									Preferred Equity						11/6/2023			17,265																					—			—
									Common Equity						11/9/2021			2,070																					124			—
																																							14,791			16,455
Archer Systems, LLC			(10)			Mass Tort Settlement Administration Solutions Provider
									Common Stock			(8)			8/11/2022			62,402																					62			110
ATS Operating, LLC			(10)			For-Profit Thrift Retailer
									Secured Debt			(9) (28)			1/18/2022						9.92%			SF+			6.00%						1/18/2028			225			216			225
									Secured Debt			(9)			1/18/2022						8.92%			SF+			5.00%						1/18/2028			925			920			925
									Secured Debt			(9)			1/18/2022						10.92%			SF+			7.00%						1/18/2028			925			920			925
									Common Stock						1/18/2022			100,000																					100			140
																																							2,156			2,215

11

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

March 31, 2026

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)						Business Description			Type of Investment (2) (3) (15)						Investment Date (22)			Shares/Units			Total Rate			Reference Rate and Spread (25)						PIK Rate (19)			Maturity Date			Principal (4)			Cost (4)			Fair Value (18)
Auria Space, LLC			(10)			Provider of Satellite Operations and Command Software for Defense and Intelligence Platforms
									Secured Debt			(9) (30)			12/31/2025									SF+			5.00%						12/31/2030			—			(36)			(36)
									Secured Debt			(9)			12/31/2025						8.68%			SF+			5.00%						12/31/2030			13,793			13,598			13,598
									Secured Debt			(9)			12/31/2025						8.68%			SF+			5.00%						12/31/2030			12,931			12,750			12,642
									Member Units						2/6/2026			127,648																					690			690
																																							27,002			26,894
AVEX Aviation Holdings, LLC			(10)			Specialty Aircraft Dealer & MRO Provider
									Secured Debt			(9) (30)			12/23/2022									SF+			7.25%						12/23/2027			—			(8)			(8)
									Secured Debt			(9) (30)			12/18/2025									SF+			7.25%						12/23/2027			—			(5)			(5)
									Secured Debt			(9)			12/23/2022						11.11%			SF+			7.25%						12/23/2027			3,236			3,192			3,236
									Common Equity			(8)			12/15/2021			137																					130			152
																																							3,309			3,375
Behavior Development Group Holdings			(10)			Applied Behavior Analysis Therapy Provider
									Secured Debt			(9)			12/17/2025						9.67%			SF+			6.00%						12/17/2030			1,000			965			965
									Secured Debt			(9)			12/17/2025						9.70%			SF+			6.00%						12/17/2030			15,953			15,730			15,730
									Common Equity						12/17/2025			500																					500			500
																																							17,195			17,195
Berry Aviation, Inc.			(10)			Charter Airline Services
									Preferred Member Units			(23)			3/8/2024			286,109																					286			—
									Preferred Member Units			(23)			11/12/2019			122,416																					—			—
									Preferred Member Units			(23)			7/6/2018			1,548,387																					—			—
																																							286			—
Bluestem Brands, Inc.			(11)			Multi-Channel Retailer of General Merchandise
									Secured Debt			(9) (14)			1/9/2024						12.28%			SF+			8.50%			11.28%			5/6/2026			215			134			264
									Secured Debt			(9) (14)			10/19/2022						14.25%			P+			7.50%			13.25%			5/6/2026			2,980			2,927			95
									Secured Debt			(9) (14)			8/28/2020						12.28%			SF+			8.50%			11.28%			5/6/2026			4,486			4,174			—
									Common Stock						10/1/2020			700,446																					—			—
									Warrants			(27)			10/19/2022			175,110															10/19/2032						1,111			—
																																							8,346			359
Boccella Precast Products LLC						Manufacturer of Precast Hollow Core Concrete
									Secured Debt						9/23/2021						10.00%												2/28/2027			64			64			64
									Member Units			(8)			6/30/2017			540,000																					564			660
																																							628			724
B-O-F Corporation			(10)			Manufacturer of Gravity Flow Shelving Solutions for Retail Applications
									Secured Debt			(9) (30)			2/3/2025									SF+			5.75%						2/3/2030			—			(11)			(11)
									Secured Debt			(9)			2/3/2025						8.41%			SF+			4.75%						2/3/2030			2,850			2,812			2,833
									Secured Debt			(9)			2/3/2025						10.41%			SF+			6.75%						2/3/2030			2,850			2,812			2,833
									Common Equity						2/3/2025			180,000																					180			180
																																							5,793			5,835
Bond Brand Loyalty ULC			(10) (13) (21)			Provider of Loyalty Marketing Services
									Secured Debt			(9)			5/1/2023						9.56%			SF+			5.75%						5/1/2028			360			353			360

12

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

March 31, 2026

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)						Business Description			Type of Investment (2) (3) (15)						Investment Date (22)			Shares/Units			Total Rate			Reference Rate and Spread (25)						PIK Rate (19)			Maturity Date			Principal (4)			Cost (4)			Fair Value (18)
									Secured Debt			(9)			10/31/2025						9.56%			SF+			5.75%						5/1/2028			878			862			878
									Secured Debt			(9)			5/1/2023						8.56%			SF+			4.75%						5/1/2028			3,949			3,916			3,949
									Secured Debt			(9)			5/1/2023						10.56%			SF+			6.75%						5/1/2028			3,949			3,916			3,949
									Preferred Equity						5/1/2023			360																					360			390
									Common Equity						5/1/2023			360																					—			—
																																							9,407			9,526
Brightwood Capital Fund Investments			(12) (13)			Investment Partnership
									LP Interests (Brightwood Capital Fund III, LP)			(24)			7/21/2014			1.59%																					1,727			869
									LP Interests (Brightwood Capital Fund IV, LP)			(8) (24)			10/26/2016			0.59%																					6,440			6,447
																																							8,167			7,316
Buca C, LLC						Casual Restaurant Group
									Secured Debt			(14) (17)			8/7/2024						15.00%									15.00%			11/4/2024			4,492			4,222			—
									Secured Debt			(14) (17)			6/28/2024						15.00%									15.00%			4/1/2025			—			—			—
									Secured Debt			(14) (17)			6/30/2015						15.00%									15.00%			8/31/2023			4,078			4,078			—
									Preferred Member Units						6/30/2015			4			6.00%									6.00%									3,040			—
																																							11,340			—
Career Team Holdings, LLC						Provider of Workforce Training and Career Development Services
									Secured Debt			(9) (30)			12/17/2021									SF+			6.00%						6/5/2030			—			(6)			(6)
									Secured Debt						12/17/2021						13.00%												6/5/2030			2,432			2,382			2,382
									Common Stock						12/17/2021			57,402																					574			600
																																							2,950			2,976
CaseWorthy, Inc.			(10)			SaaS Provider of Case Management Solutions
									Common Equity						12/30/2022			105,856																					106			230
CenterPeak Holdings, LLC						Executive Search Services
									Secured Debt						12/10/2021						15.00%												12/10/2026			200			199			200
									Secured Debt						12/10/2021						15.00%												12/10/2026			2,790			2,789			2,790
									Preferred Equity			(8)			12/10/2021			368																					404			2,840
																																							3,392			5,830
Channel Partners Intermediateco, LLC			(10)			Outsourced Consumer Services Provider
									Secured Debt			(9) (28)			2/7/2022						10.66%			SF+			6.75%						2/7/2027			438			431			438
									Secured Debt			(9)			2/7/2022						10.64%			SF+			6.75%						2/7/2027			3,283			3,271			3,283
									Secured Debt			(9)			6/24/2022						10.64%			SF+			6.75%						2/7/2027			182			181			182
									Secured Debt			(9)			3/27/2023						10.64%			SF+			6.75%						2/7/2027			440			437			440
																																							4,320			4,343
Clarius BIGS, LLC			(10)			Prints & Advertising Film Financing
									Secured Debt			(14) (17)			9/23/2014																		1/5/2015			2,644			2,300			8
Classic H&G Holdings, LLC						Provider of Engineered Packaging Solutions
									Preferred Member Units						3/12/2020			39																					—			530

13

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

March 31, 2026

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)						Business Description			Type of Investment (2) (3) (15)						Investment Date (22)			Shares/Units			Total Rate			Reference Rate and Spread (25)						PIK Rate (19)			Maturity Date			Principal (4)			Cost (4)			Fair Value (18)
Computer Data Source, LLC			(10)			Third Party Maintenance Provider to the Data Center Ecosystem
									Secured Debt						3/6/2026						15.00%									15.00%			8/6/2026			632			613			613
									Secured Debt			(9) (28)			8/6/2021						12.06%			SF+			8.25%			12.06%			8/6/2026			7,552			7,537			6,472
									Secured Debt			(9)			8/6/2021						12.06%			SF+			8.25%			12.06%			8/6/2026			18,333			18,302			15,713
																																							26,452			22,798
Connect Telecommunications Solutions Holdings, Inc.			(13) (21)			Value-Added Distributor of Fiber Products and Equipment
									Secured Debt						10/9/2024						13.00%												10/9/2029			2,604			2,548			2,548
									Preferred Equity						10/9/2024			2,478																					1,400			1,400
																																							3,948			3,948
Core Transformers			(10)			Refurbisher and Distributor of Electric Transformers
									Secured Debt			(9) (30)			9/24/2025									SF+			5.50%						9/23/2031			—			(90)			(90)
									Secured Debt			(9) (30)			9/24/2025									SF+			5.50%						9/23/2031			—			(90)			(90)
									Secured Debt			(9)			9/24/2025						9.18%			SF+			5.50%						9/23/2031			10,000			9,819			10,000
									Common Equity						9/24/2025			1,000,000																					1,000			1,640
																																							10,639			11,460
Coregistics Buyer LLC			(10) (13) (21)			Contract Packaging Service Provider
									Secured Debt			(9) (28)			6/29/2024						10.17%			SF+			6.50%						6/28/2029			449			433			444
									Secured Debt			(9)			6/29/2024						10.17%			SF+			6.50%						6/28/2029			2,834			2,790			2,802
									Secured Debt			(9)			6/29/2024						10.42%			SF+			6.75%						6/28/2029			8,524			8,386			8,329
									Secured Debt			(9)			8/15/2024						10.16%			SF+			6.50%						6/28/2029			1,889			1,864			1,867
																																							13,473			13,442
CoreStack, Inc.			(10)			Multi-Cloud Governance Platform Provider
									Secured Debt						3/25/2026						10.00%									10.00%			9/25/2028			400			400			400
									Secured Debt						3/25/2026																		9/25/2028			3,800			3,800			3,800
																																							4,200			4,200
CQ Fluency, LLC			(10)			Global Language Services Provider
									Secured Debt			(9) (30)			12/27/2023									SF+			6.50%						6/27/2027			—			(16)			(16)
									Secured Debt			(9)			12/27/2023						10.30%			SF+			6.50%						6/27/2027			6,750			6,675			6,750
																																							6,659			6,734
CRC Evans USA Bidco, Inc.			(10) (13) (21)			Manufacturers of Equipment, Including Drilling Rigs and Equipment, and Providers of Supplies and Services to Companies Involved in the Drilling, Evaluation and Completion of Oil and Gas Wells
									Secured Debt			(9) (30) (28)			8/19/2022									SF+			6.75%						6/30/2029			—			(11)			—
									Secured Debt			(9) (30)			12/31/2025									SF+			6.75%						6/30/2029			—			(17)			(17)
									Secured Debt			(9)			12/31/2025						10.71%			SF+			6.75%						6/30/2029			617			606			617
									Secured Debt			(9)			8/19/2022						10.71%			SF+			6.75%						6/30/2029			967			947			967
																																							1,525			1,567
Creative Foam Corporation			(10)			Manufacturer of Custom Engineered Die Cut, Formed Foam, Nonwoven, and Multi-material Component Solutions for the Automotive and Healthcare Markets
									Secured Debt			(9) (30)			6/27/2024									SF+			7.00%						6/27/2029			—			(20)			(20)
									Secured Debt			(9)			3/4/2025						10.65%			SF+			7.00%						6/27/2029			16,578			16,326			16,578
									Secured Debt			(9)			6/27/2024						10.70%			SF+			7.00%						6/27/2029			10,400			10,265			10,400

14

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

March 31, 2026

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)						Business Description			Type of Investment (2) (3) (15)						Investment Date (22)			Shares/Units			Total Rate			Reference Rate and Spread (25)						PIK Rate (19)			Maturity Date			Principal (4)			Cost (4)			Fair Value (18)
									Common Equity						3/4/2025			2,862																					286			180
																																							26,857			27,138
Dalton US Inc.			(10)			Provider of Supplemental Labor Services
									Common Stock						8/16/2022			37																		52			52			50
Dynamic Communities, LLC			(10)			Developer of Business Events and Online Community Groups
									Secured Debt			(9)			12/20/2022						11.77%			SF+			8.00%			11.77%			12/31/2026			2,689			2,610			2,689
									Secured Debt			(9)			12/20/2022						12.77%			SF+			9.00%						12/31/2026			2,493			2,259			2,463
									Preferred Equity						12/20/2022			125,000																					128			110
									Preferred Equity						12/20/2022			2,376,241																					—			—
									Common Equity						12/20/2022			1,250,000																					—			—
																																							4,997			5,262
Electro Technical Industries, LLC			(10)			Manufacturer of Mission-Critical Electrical Distribution Systems
									Secured Debt			(9) (30)			3/31/2025									SF+			5.50%						3/31/2030			—			(68)			(68)
									Secured Debt			(9)			3/31/2025						9.18%			SF+			5.50%						3/31/2030			24,311			23,922			24,311
									Common Equity						3/31/2025			714,286																					714			1,580
																																							24,568			25,823
Elgin AcquireCo, LLC						Manufacturer and Distributor of Engine and Chassis Components
									Secured Debt			(9) (30)			10/3/2022									SF+			6.00%						10/3/2027			—			—			—
									Secured Debt						10/3/2022						12.00%												10/3/2027			1,089			1,079			1,079
									Secured Debt						10/3/2022						9.00%												10/3/2052			405			402			402
									Common Stock						10/3/2022			19																					374			340
									Common Stock			(23)			10/3/2022			61																					102			218
																																							1,957			2,039
Emerald Technologies Acquisition Co, Inc.			(11)			Design & Manufacturing
									Secured Debt			(9)			2/10/2022						10.10%			SF+			6.25%						12/29/2027			2,266			2,251			1,391
Escalent, Inc.			(10)			Market Research and Consulting Firm
									Secured Debt			(9) (30)			4/7/2023									SF+			6.00%						4/7/2029			—			(5)			—
									Secured Debt			(9)			10/2/2024						9.70%			SF+			6.00%						4/7/2029			354			349			354
									Secured Debt			(9)			4/7/2023						9.70%			SF+			6.00%						4/7/2029			6,663			6,559			6,663
									Common Equity						4/7/2023			170,998																					174			240
																																							7,077			7,257
Event Holdco, LLC			(10)			Event and Learning Management Software for Healthcare Organizations and Systems
									Secured Debt			(9)			12/22/2021						10.96%			SF+			7.00%						12/22/2026			308			307			308
									Secured Debt			(9)			12/22/2021						10.96%			SF+			7.00%						12/22/2026			3,991			3,986			3,991
																																							4,293			4,299
FCC Intermediate Holdco, LLC						Supply Chain Management Services
									Secured Debt			(30)			5/28/2024																		5/28/2029			—			—			—
									Secured Debt						5/28/2024						13.00%												5/29/2029			7,688			6,971			7,688
									Warrants			(8) (27)			5/28/2024			3															5/28/2034						980			3,660
																																							7,951			11,348
Garyline, LLC			(10)			Manufacturer of Consumer Plastic Products

15

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

March 31, 2026

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)						Business Description			Type of Investment (2) (3) (15)						Investment Date (22)			Shares/Units			Total Rate			Reference Rate and Spread (25)						PIK Rate (19)			Maturity Date			Principal (4)			Cost (4)			Fair Value (18)
									Secured Debt			(9)			4/14/2025						10.92%			SF+			7.25%						10/14/2027			611			593			611
									Secured Debt			(9)			4/14/2025						10.92%			SF+			7.25%						10/14/2027			8,460			8,357			8,460
									Common Equity						11/10/2023			210,084																					210			130
																																							9,160			9,201
GradeEight Corp.			(10)			Distributor of Maintenance and Repair Parts
									Secured Debt			(9)			10/4/2024						11.18%			SF+			7.50%						10/4/2029			424			391			417
									Secured Debt			(9)			10/4/2024						11.18%			SF+			7.50%						10/4/2029			1,959			1,924			1,924
									Secured Debt			(9) (26)			10/4/2024						11.17%			SF+			7.50%						10/4/2029			14,360			14,158			14,059
									Common Equity						10/4/2024			570																					564			350
																																							17,037			16,750
Harris Preston Fund Investments			(12) (13)			Investment Partnership
									LP Interests (423 AER II, LP)			(24)			6/2/2025			4.13%																					1,590			1,831
Hawk Ridge Systems, LLC						Value-Added Reseller of Engineering Design and Manufacturing Solutions
									Secured Debt			(9) (30)			12/2/2016									SF+			6.00%						1/15/2029			—			(5)			—
									Secured Debt			(30)			1/2/2026																		1/15/2029			—			—			—
									Secured Debt			(30)			1/2/2026																		1/15/2029			—			—			—
									Secured Debt						12/2/2016						11.00%												1/15/2029			10,879			10,820			10,879
									Preferred Member Units			(8)			12/2/2016			56																					713			6,580
									Preferred Member Units			(23)			12/2/2016			56																					38			350
																																							11,566			17,809
HDC/HW Intermediate Holdings			(10)			Managed Services and Hosting Provider
									Secured Debt			(9) (14)			3/7/2024						9.01%			SF+			3.50%			2.50%			6/21/2026			1,465			1,436			1,104
									Secured Debt			(14)			3/7/2024						2.50%									2.50%			6/21/2026			914			401			—
									Common Equity						3/7/2024			35,971																					—			—
																																							1,837			1,104
Hornblower Sub, LLC			(10)			Marine Tourism and Transportation
									Secured Debt			(9) (28)			7/3/2024						9.18%			SF+			5.50%			1.50%			7/3/2029			2,446			2,430			2,419
									Secured Debt			(9)			7/3/2024						9.15%			SF+			5.50%			1.50%			7/3/2029			16,464			16,340			16,256
																																							18,770			18,675
Hybrid Promotions, LLC			(10)			Wholesaler of Licensed, Branded and Private Label Apparel
									Secured Debt			(9)			6/30/2021						11.91%			SF+			8.25%						12/31/2027			8,000			7,917			8,000
IG Parent Corporation			(11)			Software Engineering
									Secured Debt			(9) (30)			7/30/2021									SF+			5.75%						7/30/2028			—			(5)			—
									Secured Debt			(9)			7/30/2021						9.52%			SF+			5.75%						7/30/2028			6,122			6,089			6,122
									Secured Debt			(9)			7/30/2021						9.52%			SF+			5.75%						7/30/2028			1,897			1,887			1,897
																																							7,971			8,019
Ignite Visibility LLC			(10)			Digital Marketing Services Agency
									Secured Debt			(9)			12/15/2025						8.41%			SF+			4.75%						12/1/2028			7,931			7,826			7,826
									Secured Debt			(9)			12/15/2025						10.41%			SF+			6.75%						12/1/2028			7,931			7,826			7,826
																																							15,652			15,652
Imaging Business Machines, L.L.C.			(10)			Technology Hardware & Equipment

16

---

Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

March 31, 2026

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)						Business Description			Type of Investment (2) (3) (15)						Investment Date (22)			Shares/Units			Total Rate			Reference Rate and Spread (25)						PIK Rate (19)			Maturity Date			Principal (4)			Cost (4)			Fair Value (18)
									Common Equity			(8)			6/8/2023			422																					580			540
Implus Footcare, LLC			(10)			Provider of Footwear and Related Accessories
									Secured Debt			(9)			6/13/2025						9.70%			SF+			6.00%			4.00%			10/30/2028			1,794			1,794			1,794
									Secured Debt			(9)			7/31/2025						9.70%			SF+			6.00%			9.70%			10/30/2028			4,142			4,142			4,142
									Common Equity						7/31/2025			3,874,040																					5,191			3,420
																																							11,127			9,356
Infinity X1 Holdings, LLC						Manufacturer and Supplier of Personal Lighting Products
									Secured Debt			(30)			2/2/2026																		3/31/2028			—			—			—
									Secured Debt						3/31/2023						12.00%												3/31/2028			3,769			3,765			3,769
									Preferred Equity			(8)			3/31/2023			21,840																					1,092			2,130
																																							4,857			5,899
Insight Borrower Corporation			(10)			Test, Inspection, and Certification Instrument Provider
									Secured Debt			(9) (30)			7/19/2023									SF+			6.25%						7/19/2028			—			(21)			(21)
									Secured Debt			(9)			7/19/2023						9.92%			SF+			6.25%						7/19/2029			16,548			16,411			15,069
									Common Equity						7/19/2023			47,847																					239			40
																																							16,629			15,088
Inspire Aesthetics Management, LLC			(10)			Surgical and Non-Surgical Plastic Surgery and Aesthetics Provider
									Secured Debt			(9) (28)			4/3/2023						13.27%			SF+			9.50%			1.50%			4/3/2028			737			729			696
									Secured Debt			(9)			4/3/2023						13.27%			SF+			9.50%			1.50%			4/3/2028			6,270			6,205			5,920
									Secured Debt			(9)			6/14/2023						13.27%			SF+			9.50%			1.50%			4/3/2028			1,263			1,249			1,192
									Secured Debt			(9)			12/31/2024						13.27%			SF+			9.50%			1.50%			4/3/2028			291			291			275
									Common Equity						4/3/2023			137,302																					358			75
																																							8,832			8,158
Interface Security Systems, L.L.C			(10)			Commercial Security & Alarm Services
									Secured Debt			(17) (28)			12/9/2021						13.77%			SF+			10.00%			13.77%			8/7/2023			2,475			2,475			2,160
									Secured Debt			(9) (14) (17)			8/7/2019						11.02%			SF+			7.00%			11.02%			8/7/2023			7,334			7,254			5
									Common Stock						12/7/2021			2,143																					—			—
																																							9,729			2,165
Invincible Boat Company, LLC.			(10)			Manufacturer of Sport Fishing Boats
									Secured Debt			(9) (28)			8/28/2019						11.32%			SF+			7.50%						3/31/2028			1,556			1,550			1,226
									Secured Debt			(9)			8/28/2019						11.32%			SF+			8.00%			3.32%			3/31/2028			16,945			16,910			13,289
																																							18,460			14,515
Iron-Main Investments, LLC						Consumer Reporting Agency Providing Employment Background Checks and Drug Testing
									Secured Debt						8/2/2021						13.00%												1/31/2028			1,128			1,119			1,119
									Secured Debt						9/1/2021						13.00%												1/31/2028			735			729			729
									Secured Debt						11/15/2021						13.00%												1/31/2028			2,236			2,236			2,236
									Secured Debt						11/15/2021						13.00%												1/31/2028			4,354			4,318			4,318
									Secured Debt						1/31/2023						13.00%												1/31/2028			2,300			2,255			2,255
									Preferred Equity						6/26/2024			178			25.00%									25.00%									178			270
									Preferred Equity						9/26/2025			39			25.00%									25.00%									39			39
									Common Stock						8/3/2021			50,753																					689			710
																																							11,563			11,676

17

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

March 31, 2026

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)						Business Description			Type of Investment (2) (3) (15)						Investment Date (22)			Shares/Units			Total Rate			Reference Rate and Spread (25)						PIK Rate (19)			Maturity Date			Principal (4)			Cost (4)			Fair Value (18)
Isagenix International, LLC			(11)			Direct Marketer of Health & Wellness Products
									Secured Debt			(9) (14)			4/13/2023						11.27%			SF+			7.50%			8.77%			4/14/2028			2,962			2,828			429
									Common Equity						4/13/2023			186,322																					—			—
																																							2,828			429
Island Pump and Tank, LLC			(10)			Provider of Facility and Maintenance Services to Fuel Retailers in Northeast U.S.
									Secured Debt			(9)			5/20/2024						10.92%			SF+			7.00%						5/17/2029			456			453			386
									Secured Debt			(9) (26)			5/20/2024						9.92%			SF+			6.00%						5/17/2029			2,111			2,086			1,785
									Secured Debt			(9) (26)			5/20/2024						10.92%			SF+			7.00%						5/17/2029			2,111			2,086			1,785
									Secured Debt			(9) (26)			5/20/2024						11.92%			SF+			8.00%						5/17/2029			2,111			2,086			1,785
																																							6,711			5,741
ITA Holdings Group, LLC						Air Ambulance Services
									Secured Debt			(9)			6/21/2023						10.84%			SF+			7.00%						6/21/2027			295			292			295
									Secured Debt			(9)			6/30/2025						10.84%			SF+			7.00%						6/21/2027			1,328			1,319			1,327
									Secured Debt			(9) (30)			3/4/2026									SF+			7.00%						6/21/2027			—			—			—
									Secured Debt			(9)			6/21/2023						10.84%			SF+			7.00%						6/21/2027			1,234			1,148			1,234
									Secured Debt			(9)			6/21/2023						10.84%			SF+			7.00%						6/21/2027			1,234			1,148			1,234
									Secured Debt			(9)			6/30/2025						10.84%			SF+			7.00%						6/21/2027			443			440			443
									Secured Debt			(9)			3/4/2026						10.84%			SF+			7.00%						6/21/2027			590			590			590
									Warrants			(8) (27)			6/21/2023			48,327															6/21/2033						523			3,810
																																							5,460			8,933
Jackmont Hospitality, Inc.			(10)			Franchisee of Casual Dining Restaurants
									Secured Debt			(9) (26)			10/26/2022						11.31%			SF+			7.50%						11/4/2026			1,480			1,474			1,480
									Secured Debt			(9) (26)			2/27/2024						11.29%			SF+			7.50%						11/4/2026			1,251			1,246			1,251
									Secured Debt			(9) (26)			11/1/2024						11.18%			SF+			7.50%						11/4/2026			1,333			1,321			1,333
									Secured Debt			(9)			11/8/2021						11.31%			SF+			7.50%						11/4/2026			3,423			3,410			3,423
									Preferred Equity						11/8/2021			5,653,333																					216			1,300
																																							7,667			8,787
Joerns Healthcare, LLC			(11)			Manufacturer and Distributor of Health Care Equipment & Supplies
									Secured Debt			(9)			3/30/2024						11.77%			SF+			8.00%						3/29/2029			1,523			1,523			1,523
									Secured Debt			(9)			3/30/2024						11.77%			SF+			8.00%						3/29/2029			1,137			1,137			1,137
									Common Stock						3/29/2024			4,535,784																					166			230
																																							2,826			2,890
JorVet Holdings, LLC						Supplier and Distributor of Veterinary Equipment and Supplies
									Secured Debt						3/28/2022						12.00%												3/28/2027			2,591			2,581			2,581
									Preferred Equity			(8)			3/28/2022			12,214																					1,221			1,221
																																							3,802			3,802
JTI Electrical & Mechanical, LLC			(10)			Electrical, Mechanical and Automation Services
									Secured Debt			(9) (14)			8/25/2025						8.92%			SF+			5.00%			8.92%			6/20/2030			544			544			544
									Secured Debt			(9) (14)			8/25/2025						9.92%			SF+			6.00%			9.92%			6/20/2030			3,043			3,043			720
									Secured Debt			(14)			8/25/2025						15.00%									15.00%			6/20/2030			1,404			517			—
									Common Equity						12/22/2021			140,351																					140			—
									Common Equity						8/25/2025			70,000																					70			—
																																							4,314			1,264
LLFlex, LLC			(10)			Provider of Metal-Based Laminates

18

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

March 31, 2026

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)						Business Description			Type of Investment (2) (3) (15)						Investment Date (22)			Shares/Units			Total Rate			Reference Rate and Spread (25)						PIK Rate (19)			Maturity Date			Principal (4)			Cost (4)			Fair Value (18)
									Secured Debt			(9)			8/16/2021						11.81%			SF+			8.00%			3.00%			12/31/2029			4,718			4,631			3,837
Logix Acquisition Company, LLC			(10)			Competitive Local Exchange Carrier
									Secured Debt			(9)			4/11/2025						11.17%			SF+			7.50%			2.75%			12/31/2028			20,693			20,401			20,693
									Secured Debt						4/11/2025																		12/31/2028			1,380			1,091			1,051
																																							21,492			21,744
MCT Purchaserco Holding Inc.			(10) (13) (21)			Manufacturer and Distributor of High-Voltage Disconnect Switches
									Secured Debt			(9)			12/1/2025						9.20%			SF+			5.50%						12/2/2030			4,857			4,799			4,799
									Secured Debt			(9)			12/1/2025						9.17%			SF+			5.50%						12/2/2030			21,533			21,332			21,332
									Common Equity						12/1/2025			863,506																					619			619
																																							26,750			26,750
Metalforming Holdings, LLC						Distributor of Sheet Metal Folding and Metal Forming Equipment
									Secured Debt			(30)			10/19/2022																		10/19/2026			—			—			—
									Secured Debt						10/19/2022						8.75%												10/19/2027			1,266			1,254			1,266
									Preferred Equity			(8)			10/19/2022			434,331			8.00%									8.00%									434			434
									Common Stock			(8)			10/19/2022			112,865																					113			740
																																							1,801			2,440
Microbe Formulas, LLC			(10)			Nutritional Supplements Provider
									Secured Debt			(9) (30)			4/4/2022									SF+			5.50%						4/3/2028			—			(3)			(3)
									Secured Debt			(9)			11/20/2024						9.27%			SF+			5.50%						4/3/2028			1,325			1,313			1,325
									Secured Debt			(9)			4/4/2022						9.27%			SF+			5.50%						4/3/2028			1,608			1,596			1,608
																																							2,906			2,930
Mini Melts of America, LLC			(10)			Manufacturer and Distributor of Branded Premium Beaded Ice Cream
									Secured Debt			(9) (28)			11/30/2023						9.92%			SF+			6.25%						11/30/2028			1,005			990			932
									Secured Debt			(9) (26)			11/30/2023						9.92%			SF+			6.25%						11/30/2028			850			838			788
									Secured Debt			(9)			11/30/2023						8.92%			SF+			5.25%						11/30/2028			3,146			3,106			2,919
									Secured Debt			(9)			11/30/2023						10.92%			SF+			7.25%						11/30/2028			3,146			3,104			2,918
									Common Equity						11/30/2023			342,574																					343			150
																																							8,381			7,707
Mission Critical Group			(10)			Backup Power Generation
									Secured Debt			(9) (30)			4/17/2025									SF+			5.50%						4/17/2030			—			(51)			(51)
									Secured Debt			(9)			4/17/2025						9.17%			SF+			5.50%						4/17/2030			4,090			3,991			4,090
									Secured Debt			(9)			4/17/2025						9.17%			SF+			5.50%						4/17/2030			18,392			18,096			18,392
									Common Equity						6/7/2023			532																					532			9,590
																																							22,568			32,021
MoneyThumb Acquisition, LLC						Provider of Software-as-a-Service Financial File Conversion and Reconciliation
									Secured Debt						8/19/2024						14.00%												8/19/2029			1,891			1,762			1,762
									Preferred Member Units			(8)			8/19/2024			40,821			12.00%									12.00%									496			580
									Warrants			(27)			8/19/2024			14,842															8/19/2029						148			220
																																							2,406			2,562
MonitorUS Holding, LLC			(10) (13) (21)			SaaS Provider of Media Intelligence Services
									Secured Debt			(9)			5/24/2022						10.21%			SF+			6.25%						5/24/2027			1,181			1,176			1,246

19

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

March 31, 2026

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)						Business Description			Type of Investment (2) (3) (15)						Investment Date (22)			Shares/Units			Total Rate			Reference Rate and Spread (25)						PIK Rate (19)			Maturity Date			Principal (4)			Cost (4)			Fair Value (18)
									Secured Debt			(9)			5/24/2022						10.21%			SF+			6.25%						5/24/2027			3,033			3,019			3,457
									Secured Debt			(9)			5/24/2022						10.21%			SF+			6.25%						5/24/2027			5,152			5,129			5,152
									Secured Debt			(9)			6/25/2025						10.21%			SF+			6.25%						5/24/2027			354			350			350
									Common Stock						8/30/2022			31,980,838																					352			154
																																							10,026			10,359
Obra Capital, Inc.			(10)			Provider of Asset Management Services Specialized in Insurance-Linked Strategies
									Secured Debt			(9) (30)			6/21/2024									SF+			7.25%						12/21/2028			—			(9)			(9)
									Secured Debt			(9)			6/21/2024						11.04%			SF+			7.25%						6/21/2029			11,829			11,602			11,829
									Secured Debt			(9)			5/13/2025						11.04%			SF+			7.25%						6/21/2029			1,345			1,314			1,345
																																							12,907			13,165
OnPoint Industrial Services, LLC			(10)			Environmental & Facilities Services
									Secured Debt			(9)			12/18/2024						9.45%			SF+			5.75%						11/16/2027			1,037			1,031			1,037
									Secured Debt			(9)			4/1/2024						9.45%			SF+			5.75%						11/16/2027			2,881			2,862			2,881
																																							3,893			3,918
PavCon LLC			(10)			Provider of Predictive Data Analytics to the Department of Defense
									Secured Debt			(9) (30)			1/2/2026									SF+			5.50%						1/2/2031			—			(48)			(48)
									Secured Debt			(9) (30)			1/2/2026									SF+			5.50%						1/2/2031			—			(48)			(48)
									Secured Debt			(9)			1/2/2026						9.46%			SF+			5.50%						1/2/2031			17,500			17,167			17,167
																																							17,071			17,071
Peaches Holding Corporation						Wholesale Provider of Consumer Packaging Solutions
									Common Equity						5/22/2024			806																					1,805			—
PrimeFlight Aviation Services			(10) (13)			Air Freight & Logistics
									Secured Debt			(9)			5/1/2023						9.16%			SF+			5.50%						5/1/2029			5,835			5,723			5,835
									Secured Debt			(9)			9/7/2023						9.20%			SF+			5.50%						5/1/2029			557			546			557
									Secured Debt			(9)			1/30/2024						9.20%			SF+			5.50%						5/1/2029			560			551			560
									Secured Debt			(9)			6/28/2024						8.95%			SF+			5.25%						5/1/2029			636			630			636
									Secured Debt			(9)			1/21/2025						8.92%			SF+			5.25%						5/1/2029			1,411			1,401			1,411
									Secured Debt			(9)			7/31/2025						8.92%			SF+			5.25%						5/1/2029			1,323			1,313			1,323
									Secured Debt			(9)			11/21/2025						8.41%			SF+			4.75%						5/1/2029			1,080			1,071			1,080
									Secured Debt			(9)			2/4/2026						8.41%			SF+			4.75%						5/1/2029			5,890			5,834			5,890
																																							17,069			17,292
Richardson Sales Solutions			(10)			Business Services
									Secured Debt			(9) (30) (28)			8/24/2023									SF+			5.00%						8/24/2028			—			(28)			—
									Secured Debt			(9)			8/24/2023						8.67%			SF+			5.00%						8/24/2028			9,956			9,807			9,955
									Secured Debt			(9)			9/10/2024						8.65%			SF+			5.00%						8/24/2028			4,906			4,845			4,905
																																							14,624			14,860
Roof Opco, LLC			(10)			Residential Re-Roofing/Repair
									Secured Debt			(30)			8/27/2021																		8/31/2029			—			(2)			—
									Secured Debt						8/27/2021						10.00%									10.00%			8/31/2029			4,590			4,569			3,427
									Secured Debt						8/27/2021						10.00%									10.00%			8/31/2029			4,635			4,613			3,320
																																							9,180			6,747
Royal Cup Inc.			(10)			Coffee Roaster and Beverage Solutions Provider

20

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

March 31, 2026

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)						Business Description			Type of Investment (2) (3) (15)						Investment Date (22)			Shares/Units			Total Rate			Reference Rate and Spread (25)						PIK Rate (19)			Maturity Date			Principal (4)			Cost (4)			Fair Value (18)
									Secured Debt			(9)			11/26/2025						8.91%			SF+			5.25%						11/26/2030			943			895			933
									Secured Debt			(9) (30)			11/26/2025									SF+			5.25%						11/26/2030			—			(18)			(18)
									Secured Debt			(9) (30)			11/26/2025									SF+			5.25%						11/26/2030			—			(78)			(78)
									Secured Debt			(9)			11/26/2025						8.93%			SF+			5.25%						11/26/2030			11,970			11,805			11,841
									Preferred Equity						11/26/2025			857,143																					857			857
																																							13,461			13,535
Rug Doctor, LLC.			(10)			Carpet Cleaning Products and Machinery
									Secured Debt			(9)			7/16/2021						9.17%			SF+			5.50%						5/16/2028			3,134			3,041			3,134
									Secured Debt			(9)			7/16/2021						9.20%			SF+			5.50%						5/16/2028			7,474			7,473			7,474
																																							10,514			10,608
Slick Innovations, LLC						Text Message Marketing Platform
									Secured Debt						9/13/2018						14.00%												3/21/2030			6,070			5,979			6,070
									Common Stock						9/13/2018			17,500																					—			670
																																							5,979			6,740
South Coast Terminals Holdings, LLC			(10)			Specialty Toll Chemical Manufacturer
									Secured Debt			(9) (30)			8/8/2024									SF+			5.25%						8/8/2029			—			—			—
									Secured Debt			(9)			8/8/2024						9.02%			SF+			5.25%						8/8/2029			33,214			33,192			33,214
									Secured Debt			(9)			7/31/2025						9.02%			SF+			5.25%						8/8/2029			6,509			6,456			6,509
									Common Equity						12/10/2021			61																					61			71
																																							39,709			39,794
SPAU Holdings, LLC			(10)			Digital Photo Product Provider
									Secured Debt			(9) (28)			7/1/2022						10.84%			SF+			7.00%						7/2/2029			460			449			460
									Secured Debt			(9)			7/1/2022						10.85%			SF+			7.00%						7/2/2029			4,813			4,758			4,812
									Common Stock						7/1/2022			200,000																					200			200
																																							5,407			5,472
TEC Services, LLC			(10)			Provider of Janitorial Service for Food Retailers
									Secured Debt			(9) (30)			12/31/2024									SF+			5.50%						12/31/2029			—			(5)			(5)
									Secured Debt			(9) (30)			12/31/2024									SF+			5.50%						12/31/2029			—			(4)			(4)
									Secured Debt			(9)			12/31/2024						9.30%			SF+			5.50%						12/31/2029			2,304			2,279			2,304
																																							2,270			2,295
Tex Tech Tennis, LLC			(10)			Sporting Goods & Textiles
									Preferred Equity			(8) (23)			7/7/2021			1,000,000																					1,000			3,100
The Affiliati Network, LLC						Performance Marketing Solutions
									Preferred Stock						9/1/2023			78,227																					78			78
									Preferred Stock			(8)			8/9/2021			320,000																					1,600			1,600
																																							1,678			1,678
Titan Meter Midco Corp.			(10)			Value Added Distributor of a Variety of Metering and Measurement Products and Solutions to the Energy Industry
									Secured Debt			(9)			3/11/2024						10.20%			SF+			6.50%						3/11/2029			554			525			554
									Secured Debt			(9)			3/11/2024						10.20%			SF+			6.50%						3/11/2029			12,884			12,619			12,884
									Secured Debt			(9)			2/27/2025						10.20%			SF+			6.50%						3/11/2029			1,649			1,619			1,649
									Secured Debt			(9)			8/5/2025						10.20%			SF+			6.50%						3/11/2029			1,866			1,828			1,866
									Preferred Equity						3/11/2024			522,651			8.00%									8.00%									529			710
																																							17,120			17,663

21

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

March 31, 2026

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)						Business Description			Type of Investment (2) (3) (15)						Investment Date (22)			Shares/Units			Total Rate			Reference Rate and Spread (25)						PIK Rate (19)			Maturity Date			Principal (4)			Cost (4)			Fair Value (18)
U.S. TelePacific Corp.			(11)			Provider of Communications and Managed Services
									Secured Debt			(9)			3/18/2026						14.78%			SF+			11.00%			10.00%			5/2/2026			454			454			454
									Secured Debt			(9) (14)			6/1/2023						13.75%			P+			7.00%			7.00%			5/2/2027			6,741			1,783			2,774
									Secured Debt			(14)			6/1/2023																		5/2/2027			692			15			—
																																							2,252			3,228
UBM AcquireCo LLC						Mail Commingling and Logistics Provider
									Secured Debt			(30)			12/20/2025																		12/20/2027			—			(22)			(22)
									Secured Debt						12/20/2025						10.00%												12/20/2030			10,700			10,448			10,448
									Common Equity			(8)			12/20/2025			20																					2,000			2,000
																																							12,426			12,426
UPS Intermediate, LLC			(10)			Provider of Maintenance, Repair, and Overhaul Services for Industrial Equipment Serving the Refining, Chemical, Midstream, Renewables, Power, and Utilities End Markets
									Secured Debt			(9)			7/29/2024						10.17%			SF+			6.50%						7/27/2029			19,245			18,977			19,239
									Common Equity						7/29/2024			412																					412			460
																																							19,389			19,699
UserZoom Technologies, Inc.			(10)			Provider of User Experience Research Automation Software
									Secured Debt			(9)			1/7/2026						11.40%			SF+			7.75%			1.75%			4/5/2029			243			238			243
									Secured Debt			(9)			1/11/2023						11.42%			SF+			7.75%			1.75%			4/5/2029			3,012			2,962			3,012
																																							3,200			3,255
Vitesse Systems			(10)			Component Manufacturing and Machining Platform
									Secured Debt			(28)			12/22/2023						10.95%			SF+			7.00%						12/22/2028			2,273			2,238			2,273
									Secured Debt			(9)			3/4/2026						10.92%			SF+			7.00%						12/22/2028			1,055			1,029			1,055
									Secured Debt			(9)			12/22/2023						10.96%			SF+			7.00%						12/22/2028			12,219			12,051			12,219
																																							15,318			15,547
VORTEQ Coil Finishers, LLC			(10)			Specialty Coating of Aluminum and Light-Gauge Steel
									Common Equity			(8)			11/30/2021			769,231																					769			2,980
Wash & Wax Systems LLC			(10)			Express Car Wash Operator
									Secured Debt			(9)			4/30/2025						9.19%			SF+			5.50%						4/30/2028			44			44			44
									Secured Debt			(9)			4/30/2025						9.17%			SF+			5.50%						4/30/2028			1,022			1,022			1,022
									Secured Debt						4/30/2025						12.00%									12.00%			7/31/2028			735			735			735
									Common Equity						4/30/2025			439																					465			190
																																							2,266			1,991
Watterson Brands, LLC			(10)			Facility Management Services
									Secured Debt			(14)			12/17/2021						12.00%									4.00%			12/17/2026			319			308			183
									Secured Debt			(14)			12/17/2021						12.00%									4.00%			12/17/2026			55			51			31
									Secured Debt			(14)			12/17/2021						12.00%									4.00%			12/17/2026			2,255			2,179			1,295
									Secured Debt			(14)			12/17/2021						12.00%									4.00%			12/17/2026			2,035			1,966			1,169
																																							4,504			2,678
Winter Services LLC			(10)			Provider of Snow Removal and Ice Management Services
									Secured Debt			(9) (28)			11/19/2021						11.43%			SF+			7.50%						11/19/2027			3,667			3,594			3,667
									Secured Debt			(9)			11/19/2021						11.42%			SF+			7.50%						11/19/2027			2,343			2,328			2,343

22

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

March 31, 2026

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)						Business Description			Type of Investment (2) (3) (15)						Investment Date (22)			Shares/Units			Total Rate			Reference Rate and Spread (25)						PIK Rate (19)			Maturity Date			Principal (4)			Cost (4)			Fair Value (18)
									Secured Debt			(9)			1/16/2024						10.42%			SF+			6.50%						11/19/2027			9,050			8,989			9,050
									Secured Debt			(9)			1/16/2024						12.42%			SF+			8.50%						11/19/2027			9,050			8,989			9,050
																																							23,900			24,110
World Micro Holdings, LLC						Supply Chain Management
									Secured Debt						12/12/2022						13.00%												12/12/2027			1,364			1,355			1,355
									Preferred Equity			(8)			12/12/2022			530																					530			530
																																							1,885			1,885
Xenon Arc, Inc.			(10)			Tech-enabled Distribution Services to Chemicals and Food Ingredients Primary Producers
									Secured Debt			(9)			12/17/2021						9.54%			SF+			5.75%						12/20/2028			1,161			1,148			1,161
									Secured Debt			(9)			12/17/2021						9.52%			SF+			5.75%						12/20/2028			2,298			2,282			2,298
									Secured Debt			(9)			3/31/2025						9.55%			SF+			5.75%						12/20/2028			602			593			602
																																							4,023			4,061
YS Garments, LLC			(11)			Designer and Provider of Branded Activewear
									Secured Debt			(9)			8/22/2018						11.26%			SF+			7.50%						8/9/2027			4,965			4,936			4,222
ZRG Partners, LLC			(10)			Talent Advisory Services Provider
									Secured Debt			(9)			6/14/2024						11.75%			P+			5.00%						6/14/2029			1,080			1,064			1,080
									Secured Debt			(9) (26)			6/14/2024						9.69%			SF+			6.00%						6/14/2029			1,980			1,952			1,980
									Secured Debt			(9)			6/14/2024						9.60%			SF+			6.00%						6/14/2029			807			800			807
									Secured Debt			(9)			6/14/2024						9.69%			SF+			6.00%						6/14/2029			5,769			5,696			5,769
																																							9,512			9,636
Subtotal Non-Control/Non-Affiliate investments (123.5% of net assets at fair value)																																							$	910,600		$	888,782
Total Portfolio Company investments, March 31, 2026 (190.3% of net assets at fair value)																																							$	1,296,530		$	1,369,202
Money market funds (included in cash and cash equivalents)
First American Treasury Obligations Fund Class Z			(16)																																				$	7,213		$	7,213
Fidelity Government Portfolio Fund Class III			(31)																																				1,478			1,478
Total money market funds																																							$	8,691		$	8,691

___________________________________________________

(1)All investments are LMM (as defined below) portfolio investments, unless otherwise noted. See Note C — Fair Value Hierarchy for Investments — Portfolio Composition for a description of LMM portfolio investments. All of the Fund’s investments, unless otherwise noted, are encumbered as security for one of the Credit Facilities (as defined below).

(2)Debt investments are income producing, unless otherwise noted by footnote (14), as described below. Equity and warrants are non-income producing, unless otherwise noted by footnote (8), as described below.

(3)See Note C — Fair Value Hierarchy for Investments — Portfolio Composition and Schedule 12-14 for a summary of geographic location of portfolio companies.

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MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

March 31, 2026

(dollars in thousands)

(Unaudited)

(4)Principal is net of repayments. Cost is net of repayments and accumulated unearned income. Negative cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan.

(5)“Control” investments are defined by the 1940 Act (as defined below) as investments in which more than 25% of the voting securities are owned or where the ability to nominate greater than 50% of the board representation is maintained.

(6)“Affiliate” investments are defined by the 1940 Act as investments in which between 5% and 25% (inclusive) of the voting securities are owned and the investments are not classified as Control investments.

(7)“Non-Control/Non-Affiliate” investments are defined by the 1940 Act as investments that are neither Control investments nor Affiliate investments.

(8)Income producing through dividends or distributions.

(9)Index based floating interest rate is subject to contractual minimum interest rate. As noted in this schedule, 97% of the loans (based on the par amount) contain Secured Overnight Financing Rate (“SOFR”) floors which range between 0.75% and 5.25%, with a weighted-average floor of 1.30%.

(10)Private Loan (as defined below) portfolio investment. See Note C — Fair Value Hierarchy for Investments — Portfolio Composition for a description of Private Loan portfolio investments.

(11)Middle Market (as defined below) portfolio investment. See Note C — Fair Value Hierarchy for Investments — Portfolio Composition for a description of Middle Market portfolio investments.

(12)Other Portfolio (as defined below) investment. See Note C — Fair Value Hierarchy for Investments — Portfolio Composition for a description of Other Portfolio investments.

(13)Investment is not a qualifying asset as defined under Section 55(a) of the 1940 Act (as defined below). Qualifying assets must represent at least 70% of total assets at the time of acquisition of any additional non-qualifying assets.

(14)Non-accrual or non-income producing debt investment.

(15)All of the Fund’s portfolio investments are generally subject to restrictions on resale as “restricted securities.”

(16)Effective yield as of March 31, 2026 was approximately 3.55% on the First American Treasury Obligations Fund Class Z.

(17)Maturity date is under on-going negotiations with the portfolio company and other lenders, if applicable.

(18)Investment Fair Value was determined using significant unobservable inputs, unless otherwise noted. See Note C — Fair Value Hierarchy for Investments — Portfolio Composition for further discussion. Negative fair value is the result of the capitalized discount on the loan or the unfunded commitment being valued below par.

(19)Investments may have a portion, or all, of their income received from Paid-in-Kind (“PIK”) interest or dividends. PIK interest income and cumulative dividend income represent income not paid currently in cash. The difference between the Total Rate and PIK Rate represents the cash rate as of March 31, 2026.

(20)All portfolio company headquarters are based in the U.S., unless otherwise noted.

(21)Portfolio company headquarters are located outside of the U.S.

(22)Investment Date represents the date of initial investment in the security position.

(23)Shares/Units represent ownership in a related real estate or holding entity.

(24)Investment is not unitized. Presentation is made in percent of fully diluted ownership unless otherwise indicated.

(25)A majority of the variable rate loans in the Investment Portfolio (as defined below) bear interest at a rate that may be determined by reference to either SOFR (“SF”) or an alternate base rate (commonly based on the federal funds rate or the Prime rate (“P”)), which typically resets every one, three, or six months at the borrower’s option. SOFR based contracts may include a credit spread adjustment (the “Adjustment”) that is charged in addition to the stated spread. The Adjustment is applied when the SOFR, plus the Adjustment, exceeds the stated floor rate, as applicable. As of March 31, 2026, SOFR based contracts in the portfolio had Adjustments ranging from 0.10% to 0.26%.

(26)Each new draw or funding on the facility has a different floating rate reset date. The rate presented represents a weighted-average rate for borrowings under the facility, as of March 31, 2026.

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MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

March 31, 2026

(dollars in thousands)

(Unaudited)

(27)Warrants are presented in equivalent shares/units with a strike price of $0.01 per share/unit.

(28)Revolving line of credit facility permits the borrower to make an interest rate election regarding the base rate on each draw under the facility. The rate presented represents a weighted-average rate for borrowings under the facility, as of March 31, 2026.

(29)Index based floating interest rate is subject to contractual maximum base rate of 3.00%.

(30)The position is unfunded and no interest income is being earned as of March 31, 2026. The position may earn a nominal unused facility fee on committed amounts.

(31)Effective yield as of March 31, 2026 was approximately 3.28% on the Fidelity Government Portfolio Fund Class III.

(32)Index based floating interest rate is subject to contractual maximum base rate of 4.00%.

(33)The Fund has entered into an intercreditor agreement that entitles the Fund to the “last out” tranche of the first lien secured loans, whereby the “first out” tranche will receive priority as to the “last out” tranche with respect to payments of principal, interest, and any other amounts due thereunder. Therefore, the Fund receives a higher interest rate than the contractual stated interest rate of 11.80% per the credit agreement and the Consolidated Schedule of Investments above reflects such higher rate.

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MSC INCOME FUND, INC.

Consolidated Schedule of Investments

December 31, 2025

(dollars in thousands)

Portfolio Company (1) (20)						Business Description			Type of Investment (2) (3) (15)						Investment Date (22)			Shares/Units			Total Rate			Reference Rate and Spread (25)						PIK Rate (19)			Maturity Date			Principal (4)			Cost (4)			Fair Value (18)
Control Investments (5)
BDB Holdings, LLC						Casual Restaurant Group
									Secured Debt						2/24/2025						12.00%												2/27/2027			$	1,182		$	1,182		$	1,182
									Preferred Equity						11/4/2024			12,504,663																					13,025			8,430
																																							14,207			9,612
Copper Trail Fund Investments			(12) (13)			Investment Partnership
									LP Interests (CTMH, LP)			(24)			7/17/2017			38.75%																					515			390
GRT Rubber Technologies LLC						Manufacturer of Engineered Rubber Products
									Secured Debt						12/21/2018						9.98%			SF+			6.00%						10/29/2026			1,550			1,545			1,550
									Secured Debt						12/19/2014						11.98%			SF+			8.00%						10/29/2026			19,944			19,902			19,944
									Member Units			(8)			12/19/2014			2,896																					6,435			22,830
																																							27,882			44,324
Harris Preston Fund Investments			(12) (13)			Investment Partnership
									LP Interests (2717 MH, L.P.)			(24)			10/1/2017			49.26%																					1,158			1,897
Volusion, LLC						Provider of Online Software-as-a-Service eCommerce Solutions
									Secured Debt			(17)			3/31/2023						10.00%												3/31/2025			900			900			900
									Preferred Member Units						3/31/2023			2,184,683																					784			1,249
									Preferred Member Units						3/31/2023			61,077																					—			—
									Preferred Member Units						1/26/2015			2,090,001																					6,000			—
									Common Stock						3/31/2023			772,620																					1,104			—
																																							8,788			2,149
Subtotal Control investments (7.9% of net assets at fair value)																																							$	52,550		$	58,372
Affiliate Investments (6)
American Nuts, LLC			(10)			Roaster, Mixer and Packager of Bulk Nuts and Seeds
									Secured Debt			(9)			3/25/2025						12.64%			SF+			8.50%			12.64%			3/28/2028			$	2,325		$	2,325		$	2,325
									Secured Debt			(9)			3/25/2025						12.64%			SF+			8.50%			12.64%			3/28/2028			2,325			2,325			1,875
									Preferred Equity						3/25/2025			7,590																					2,556			1,210
																																							7,206			5,410
Analytical Systems Keco Holdings, LLC						Manufacturer of Liquid and Gas Analyzers
									Secured Debt						8/16/2019						13.75%												8/16/2029			974			965			965
									Preferred Member Units						5/20/2021			603																					597			1,510
									Preferred Member Units						8/16/2019			777																					800			30
									Warrants			(27)			8/16/2019			105															8/16/2029						79			—
																																							2,441			2,505
Batjer TopCo, LLC						HVAC Mechanical Contractor
									Secured Debt			(30)			3/7/2022																		3/7/2027			—			—			—
									Secured Debt			(30)			3/7/2022																		3/7/2027			—			—			—
									Secured Debt						3/7/2022						10.00%												3/7/2027			1,105			1,100			1,105
									Preferred Stock			(8)			3/7/2022			453																					455			970
																																							1,555			2,075

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MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

December 31, 2025

(dollars in thousands)

Portfolio Company (1) (20)						Business Description			Type of Investment (2) (3) (15)						Investment Date (22)			Shares/Units			Total Rate			Reference Rate and Spread (25)						PIK Rate (19)			Maturity Date			Principal (4)			Cost (4)			Fair Value (18)
Bettercloud, Inc.			(10)			SaaS Provider of Workflow Management and Business Application Solutions
									Secured Debt			(9)			11/10/2025						12.07%			SF+			8.25%			12.07%			6/30/2028			1,747			1,747			1,747
									Common Equity						11/10/2025			20																					4,904			4,550
																																							6,651			6,297
Brewer Crane Holdings, LLC						Provider of Crane Rental and Operating Services
									Secured Debt			(9)			1/9/2018						13.98%			SF+			10.00%						12/31/2026			1,254			1,254			1,254
									Preferred Member Units			(8)			1/9/2018			737																					1,070			860
									Preferred Member Units			(8)			7/7/2025			78			15.00%									15.00%									84			84
																																							2,408			2,198
Centre Technologies Holdings, LLC						Provider of IT Hardware Services and Software Solutions
									Secured Debt			(9) (30)			1/4/2019									SF+			8.00%						1/4/2028			—			—			—
									Secured Debt			(9)			11/29/2024						11.98%			SF+			8.00%						1/4/2028			6,021			6,003			6,021
									Preferred Member Units						1/4/2019			3,471																					1,596			10,680
																																							7,599			16,701
Chamberlin Holding LLC						Roofing and Waterproofing Specialty Contractor
									Secured Debt			(9) (30)			2/26/2018									SF+			6.00%						2/26/2029			—			(21)			—
									Secured Debt			(9)			2/26/2018						11.99%			SF+			8.00%						2/26/2029			10,505			10,355			10,505
									Member Units			(8)			2/26/2018			1,087																					2,860			8,880
									Member Units			(8) (23)			11/2/2018			261,786																					443			1,043
																																							13,637			20,428
Charps, LLC						Pipeline Maintenance and Construction
									Preferred Member Units			(8)			2/3/2017			457																					491			4,010
Clad-Rex Steel, LLC						Specialty Manufacturer of Vinyl-Clad Metal
									Secured Debt			(30)			10/28/2022																		7/31/2027			—			—			—
									Secured Debt						12/20/2016						10.00%												7/31/2030			2,370			2,348			2,370
									Secured Debt						12/20/2016						10.00%												12/20/2036			232			231			232
									Member Units			(8)			12/20/2016			179																					1,820			3,530
									Member Units			(23)			12/20/2016			200																					127			317
																																							4,526			6,449
Cody Pools, Inc.						Designer of Residential and Commercial Pools
									Secured Debt			(30)			3/6/2020																		12/3/2030			—			(19)			—
									Secured Debt						3/6/2020						12.50%												12/3/2030			5,891			5,785			5,891
									Preferred Member Units			(8) (23)			3/6/2020			147																					2,079			16,270
																																							7,845			22,161
Colonial Electric Company LLC						Provider of Electrical Contracting Services
									Secured Debt			(30)			3/31/2021																		3/31/2028			—			—			—
									Secured Debt						3/31/2021						9.00%												3/31/2028			2,195			2,191			2,195
									Preferred Member Units			(8)			3/31/2021			4,320																					1,920			4,210
																																							4,111			6,405
Compass Systems & Sales, LLC						Designer of End-to-End Material Handling Solutions
									Secured Debt			(30)			11/22/2023																		11/22/2028			—			(12)			(12)
									Secured Debt						11/22/2023						13.50%												11/22/2028			4,300			4,227			4,249

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MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

December 31, 2025

(dollars in thousands)

Portfolio Company (1) (20)						Business Description			Type of Investment (2) (3) (15)						Investment Date (22)			Shares/Units			Total Rate			Reference Rate and Spread (25)						PIK Rate (19)			Maturity Date			Principal (4)			Cost (4)			Fair Value (18)
									Preferred Equity						11/22/2023			1,863																					1,863			1,800
																																							6,078			6,037
Datacom, LLC						Technology and Telecommunications Provider
									Secured Debt						3/1/2022						7.50%												12/31/2025			75			75			75
									Secured Debt						3/31/2021						10.00%												12/31/2025			868			868			463
									Preferred Member Units						3/31/2021			1,040																					330			—
																																							1,273			538
Digital Products Holdings LLC						Designer and Distributor of Consumer Electronics
									Secured Debt			(9)			4/1/2018						13.88%			SF+			10.00%						4/27/2026			2,989			2,986			2,834
									Preferred Member Units			(8)			4/1/2018			964																					2,375			2,459
																																							5,361			5,293
Direct Marketing Solutions, Inc.						Provider of Omni-Channel Direct Marketing Services
									Secured Debt						2/13/2018						14.00%												2/13/2026			315			315			315
									Secured Debt						12/27/2022						14.00%												2/13/2026			4,501			4,500			4,501
									Preferred Stock						2/13/2018			2,100																					2,100			4,940
																																							6,915			9,756
DMA Industries, LLC						Distributor of Aftermarket Ride Control Products
									Secured Debt						6/18/2024						10.00%												6/18/2029			140			138			140
									Secured Debt						11/19/2021						10.00%												6/18/2029			3,200			3,177			3,200
									Preferred Equity						11/19/2021			1,486																					1,486			2,296
									Preferred Equity			(8)			6/18/2024			767			15.00%									15.00%									938			1,358
																																							5,739			6,994
Flame King Holdings, LLC						Propane Tank and Accessories Distributor
									Secured Debt			(30)			6/30/2025																		6/30/2030			—			—			—
									Secured Debt						6/30/2025						12.00%												6/30/2030			16,500			16,208			16,500
									Preferred Equity			(8)			10/29/2021			2,340																					2,600			13,660
																																							18,808			30,160
Freeport Financial Funds			(12) (13)			Investment Partnership
									LP Interests (Freeport First Lien Loan Fund III LP)			(24)			7/31/2015			5.95%																					671			193
Gamber-Johnson Holdings, LLC						Manufacturer of Ruggedized Computer Mounting Systems
									Secured Debt			(9) (32) (30)			6/24/2016									SF+			7.50%						1/1/2028			—			—			—
									Secured Debt			(9)			11/22/2024						11.38%			SF+			7.50%						1/1/2028			17,632			17,557			17,632
									Member Units			(8)			6/24/2016			2,261																					4,423			28,450
									Common Equity			(23)			12/15/2025			133																					99			99
																																							22,079			46,181
GFG Group, LLC						Grower and Distributor of a Variety of Plants and Products to Other Wholesalers, Retailers and Garden Centers
									Secured Debt						3/31/2021						8.00%												3/31/2026			3,513			3,506			3,513
									Preferred Member Units			(8)			3/31/2021			56																					1,225			2,740
																																							4,731			6,253

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MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

December 31, 2025

(dollars in thousands)

Portfolio Company (1) (20)						Business Description			Type of Investment (2) (3) (15)						Investment Date (22)			Shares/Units			Total Rate			Reference Rate and Spread (25)						PIK Rate (19)			Maturity Date			Principal (4)			Cost (4)			Fair Value (18)
Harris Preston Fund Investments			(12) (13)			Investment Partnership
									LP Interests (HPEP 3, L.P.)			(24)			8/9/2017			8.22%																					1,549			4,116
IG Investor, LLC						Military and Other Tactical Gear
									Secured Debt						6/21/2023						13.00%												6/21/2028			400			385			400
									Secured Debt						6/21/2023						13.00%												6/21/2028			8,766			8,636			8,766
									Common Equity						6/21/2023			3,600																					3,600			7,010
																																							12,621			16,176
Independent Pet Partners Intermediate Holdings, LLC			(10)			Omnichannel Retailer of Specialty Pet Products
									Common Equity						4/7/2023			6,436,566																					6,540			6,790
Integral Energy Services			(10)			Nuclear Power Staffing Services
									Secured Debt			(9)			8/20/2021						11.75%			SF+			7.50%						8/20/2026			14,340			14,299			14,071
									Preferred Equity			(8)			12/7/2023			3,725			10.00%									10.00%									329			490
									Preferred Equity						6/3/2025			3,596			10.00%									10.00%									383			480
									Common Stock						8/20/2021			11,647																					1,584			410
																																							16,595			15,451
Kickhaefer Manufacturing Company, LLC						Precision Metal Parts Manufacturing
									Secured Debt						10/31/2018						11.50%												10/31/2026			2,550			2,547			2,547
									Secured Debt						10/31/2018						9.00%												10/31/2048			978			970			970
									Preferred Equity			(8)			10/31/2018			145																					3,060			4,290
									Member Units			(8) (23)			10/31/2018			200																					248			1,048
																																							6,825			8,855
KMS, LLC			(10)			Wholesaler of Closeout and Value-Priced Products
									Secured Debt			(9) (30)			12/29/2025									SF+			5.50%						10/1/2028			—			(49)			(49)
									Secured Debt						2/10/2025						12.50%												10/1/2028			1,463			1,433			1,433
									Secured Debt						2/10/2025						12.50%												10/1/2028			1,259			1,259			1,259
									Preferred Equity						2/10/2025			11,516																					6,113			7,830
																																							8,756			10,473
Mills Fleet Farm Group, LLC			(10)			Omnichannel Retailer of Work, Farm and Lifestyle Merchandise
									Secured Debt			(9)			12/19/2024						9.81%			SF+			5.50%			9.81%			1/28/2031			2,342			2,342			2,256
									Secured Debt			(9)			4/11/2025						9.32%			SF+			5.50%			9.32%			1/28/2031			1,395			1,395			1,344
									Preferred Equity			(8) (23)			12/19/2024			53,505																					12,058			10,134
																																							15,795			13,734
Nello Industries Investco, LLC						Manufacturer of Steel Poles and Towers For Critical Infrastructure
									Secured Debt						6/4/2024						12.50%												6/4/2029			8,018			7,862			8,018
									Preferred Equity			(8)			6/4/2024			84,201																					2,799			5,830
																																							10,661			13,848
NexRev LLC						Provider of Energy Efficiency Products & Services
									Preferred Member Units			(8)			2/28/2018			25,786,046																					2,053			3,210
NuStep, LLC						Designer, Manufacturer and Distributor of Fitness Equipment

29

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

December 31, 2025

(dollars in thousands)

Portfolio Company (1) (20)						Business Description			Type of Investment (2) (3) (15)						Investment Date (22)			Shares/Units			Total Rate			Reference Rate and Spread (25)						PIK Rate (19)			Maturity Date			Principal (4)			Cost (4)			Fair Value (18)
									Secured Debt			(9) (17)			1/31/2017						10.48%			SF+			6.50%						1/31/2025			250			250			250
									Secured Debt			(17)			1/31/2017						12.00%												1/31/2025			4,610			4,610			4,610
									Preferred Member Units						11/2/2022			600																					696			1,530
									Preferred Member Units						1/31/2017			122																					2,966			3,050
																																							8,522			9,440
Oneliance, LLC						Construction Cleaning Company
									Preferred Stock			(8)			8/6/2021			282																					282			810
Orttech Holdings, LLC						Distributor of Industrial Clutches, Brakes and Other Components
									Secured Debt			(9)			7/30/2021						14.98%			SF+			11.00%						7/31/2026			153			150			153
									Secured Debt			(9)			7/30/2021						14.98%			SF+			11.00%						7/31/2026			5,190			5,178			5,190
									Preferred Stock			(23)			7/30/2021			2,500																					2,500			3,360
																																							7,828			8,703
Pinnacle TopCo, LLC						Manufacturer and Distributor of Garbage Can Liners, Poly Bags, Produce Bags, and Other Similar Products
									Secured Debt			(30)			12/21/2023																		12/21/2028			—			(6)			—
									Secured Debt						12/21/2023						13.00%												12/21/2028			6,800			6,699			6,800
									Preferred Equity			(8)			12/21/2023			110																					3,135			5,110
																																							9,828			11,910
RA Outdoors LLC			(10)			Software Solutions Provider for Outdoor Activity Management
									Secured Debt			(9)			4/8/2021						10.89%			SF+			6.75%			10.89%			6/30/2027			1,385			1,384			1,142
									Secured Debt			(9) (30)			2/5/2025									SF+			6.75%						6/30/2027			—			—			—
									Secured Debt			(9)			4/8/2021						10.89%			SF+			6.75%			10.89%			6/30/2027			14,484			14,475			11,937
									Secured Debt			(9) (30)			7/17/2025									SF+			6.75%						6/30/2027			—			—			—
									Common Equity						8/12/2024			107																					—			—
																																							15,859			13,079
Robbins Bros. Jewelry, Inc.						Bridal Jewelry Retailer
									Secured Debt			(14) (30)			12/15/2021																		12/15/2026			—			(12)			(12)
									Secured Debt			(14)			12/15/2021						12.50%									10.00%			12/15/2026			3,740			3,518			1,559
									Preferred Equity						12/15/2021			1,230																					1,230			—
																																							4,736			1,547
SI East, LLC						Rigid Industrial Packaging Manufacturing
									Secured Debt						8/31/2018						11.80%												6/16/2028			750			746			750
									Secured Debt			(33)			6/16/2023						12.85%												6/16/2028			22,283			22,253			22,283
									Preferred Member Units			(8)			8/31/2018			55																					508			5,730
																																							23,507			28,763
Student Resource Center, LLC			(10)			Higher Education Services
									Secured Debt						9/11/2024						8.50%									8.50%			12/31/2027			246			246			866
									Secured Debt			(14)			12/31/2022						8.50%									8.50%			12/31/2027			5,918			5,425			1,598
									Preferred Equity						12/31/2022			6,564,055																					—			—
																																							5,671			2,464
Tedder Industries, LLC						Manufacturer of Firearm Holsters and Accessories
									Secured Debt			(14) (17)			8/31/2018						12.00%									12.00%			8/31/2023			301			215			241
									Secured Debt			(14) (17)			8/31/2018						12.00%									12.00%			8/31/2023			3,800			3,761			707
									Preferred Member Units						8/28/2023			1,651																					165			—

30

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

December 31, 2025

(dollars in thousands)

Portfolio Company (1) (20)						Business Description			Type of Investment (2) (3) (15)						Investment Date (22)			Shares/Units			Total Rate			Reference Rate and Spread (25)						PIK Rate (19)			Maturity Date			Principal (4)			Cost (4)			Fair Value (18)
									Preferred Member Units						2/1/2023			1,411																					141			—
									Preferred Member Units						8/31/2018			136																					2,311			—
																																							6,593			948
Trantech Radiator Topco, LLC						Transformer Cooling Products and Services
									Secured Debt			(30)			5/31/2019																		5/31/2027			—			—			—
									Secured Debt						5/31/2019						13.50%												5/31/2027			2,250			2,232			2,250
									Secured Debt						11/21/2025						9.00%												5/31/2027			510			508			510
									Common Equity			(23)			11/21/2025			181																					174			174
									Common Stock			(8)			5/31/2019			154																					1,164			3,730
																																							4,078			6,664
Urgent DSO LLC						General and Emergency Dentistry Practice
									Secured Debt						2/16/2024						13.50%												2/16/2029			2,200			2,158			2,168
									Preferred Equity			(8)			2/16/2024			1,000																					1,154			1,089
																																							3,312			3,257
Victory Energy Operations, LLC						Provider of Industrial and Commercial Combustion Systems
									Secured Debt						10/3/2024						13.00%												10/3/2029			138			127			127
									Secured Debt						10/3/2024						13.00%												10/3/2029			7,749			7,575			7,575
									Preferred Equity						10/3/2024			8,259																					3,609			3,760
																																							11,311			11,462
VVS Holdco LLC						Omnichannel Retailer of Animal Health Products
									Secured Debt			(9) (30)			12/1/2021									SF+			6.00%						12/1/2026			—			—			—
									Secured Debt						12/1/2021						11.50%												12/1/2026			6,000			5,967			5,967
									Preferred Equity			(8) (23)			12/1/2021			3,060																					3,060			3,060
																																							9,027			9,027
Subtotal Affiliate investments (55.1% of net assets at fair value)																																							$	322,074		$	406,771
Non-Control/Non-Affiliate Investments (7)
AAC Holdings, Inc.			(11)			Substance Abuse Treatment Service Provider
									Secured Debt						4/1/2025						20.00%									20.00%			11/24/2032			$	308		$	308		$	308
									Secured Debt						11/24/2025						21.00%									21.00%			11/24/2032			177			173			173
									Secured Debt			(14)			3/28/2025						20.00%									20.00%			11/24/2032			1,070			1,070			948
									Secured Debt			(14)			3/28/2025						20.00%									20.00%			11/24/2032			1,070			1,070			948
									Preferred Equity						3/28/2025			4,342,688																					2,931			720
									Common Stock						12/11/2020			593,927																					3,148			—
																																							8,700			3,097
Adams Publishing Group, LLC			(10)			Local Newspaper Operator
									Secured Debt			(9) (29)			3/11/2022						11.00%			SF+			7.00%			1.00%			3/11/2027			955			955			951
									Secured Debt			(9)			11/26/2025						11.00%			SF+			7.00%			1.00%			3/11/2027			94			93			93
									Secured Debt			(9) (29)			3/11/2022						11.00%			SF+			7.00%			1.00%			3/11/2027			1,967			1,965			1,959
																																							3,013			3,003
AGS American Glass Services Acquisition, LLC			(10)			Provider of Custom Glass Fabrication & Installation and Specialty Coating Solutions
									Secured Debt			(9) (30)			7/24/2025									SF+			5.50%						7/24/2031			—			(47)			(47)
									Secured Debt			(9) (30)			7/24/2025									SF+			5.50%						7/24/2031			—			(27)			(27)
									Secured Debt			(9)			7/24/2025						9.22%			SF+			5.50%						7/24/2031			13,771			13,582			13,440
									Preferred Equity						7/24/2025			10,000																					1,000			1,000

31

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MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

December 31, 2025

(dollars in thousands)

Portfolio Company (1) (20)						Business Description			Type of Investment (2) (3) (15)						Investment Date (22)			Shares/Units			Total Rate			Reference Rate and Spread (25)						PIK Rate (19)			Maturity Date			Principal (4)			Cost (4)			Fair Value (18)
																																							14,508			14,366
Airo Purchaser, Inc.			(10)			Provider of HVAC and Plumbing Installation Services
									Secured Debt			(9) (30)			8/1/2025									SF+			5.25%						8/1/2030			—			(51)			(51)
									Secured Debt			(9) (30)			8/1/2025									SF+			5.25%						8/1/2030			—			(26)			(26)
									Secured Debt			(9)			8/1/2025						9.22%			SF+			5.25%						8/1/2030			22,374			22,016			22,110
									Common Equity						8/1/2025			1,233																					1,233			1,233
																																							23,172			23,266
AMEREQUIP LLC			(10)			Full Services Provider Including Design, Engineering and Manufacturing of Commercial and Agricultural Equipment
									Common Stock			(8)			8/31/2022			11																					83			—
American Health Staffing Group, Inc.			(10)			Healthcare Temporary Staffing
									Secured Debt			(9) (30)			11/19/2021									P+			5.00%						11/19/2026			—			(3)			(3)
									Secured Debt			(9)			11/19/2021						11.75%			P+			5.00%						11/19/2026			7,000			6,987			7,000
																																							6,984			6,997
ArborWorks, LLC			(10)			Vegetation Management Services
									Secured Debt						11/6/2023						15.00%									15.00%			11/6/2028			2,218			2,218			2,218
									Secured Debt			(9)			11/6/2023						10.34%			SF+			6.50%			10.34%			11/6/2028			4,772			4,772			4,772
									Preferred Equity						11/6/2023			17,265																					7,468			8,848
									Preferred Equity						11/6/2023			17,265																					—			—
									Common Equity						11/9/2021			2,070																					124			—
																																							14,582			15,838
Archer Systems, LLC			(10)			Mass Tort Settlement Administration Solutions Provider
									Common Stock			(8)			8/11/2022			62,402																					62			110
ATS Operating, LLC			(10)			For-Profit Thrift Retailer
									Secured Debt			(9) (28)			1/18/2022						10.22%			SF+			6.00%						1/18/2028			250			241			250
									Secured Debt			(9)			1/18/2022						9.25%			SF+			5.00%						1/18/2028			925			919			925
									Secured Debt			(9)			1/18/2022						11.25%			SF+			7.00%						1/18/2028			925			919			925
									Common Stock						1/18/2022			100,000																					100			140
																																							2,179			2,240
Auria Space, LLC			(10)			Provider of Satellite Operations and Command Software for Defense and Intelligence Platforms
									Secured Debt			(9) (30)			12/31/2025									SF+			5.00%						12/31/2030						(38)			(38)
									Secured Debt			(9) (30)			12/31/2025									SF+			5.00%						12/31/2030						(68)			(68)
									Secured Debt			(9)			12/31/2025						8.72%			SF+			5.00%						12/31/2030						12,740			12,740
																																							12,634			12,634
AVEX Aviation Holdings, LLC			(10)			Specialty Aircraft Dealer & MRO Provider
									Secured Debt			(9) (30)			12/23/2022									SF+			7.25%						12/23/2027			—			(9)			(9)
									Secured Debt			(9)			12/23/2022						11.09%			SF+			7.25%						12/23/2027			3,257			3,208			3,257
									Secured Debt			(9) (30)			12/18/2025									SF+			7.25%						12/23/2027			—			(5)			(5)
									Common Equity			(8)			12/15/2021			137																					130			128
																																							3,324			3,371
Behavior Development Group Holdings			(10)			Applied Behavior Analysis Therapy Provider

32

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

December 31, 2025

(dollars in thousands)

Portfolio Company (1) (20)						Business Description			Type of Investment (2) (3) (15)						Investment Date (22)			Shares/Units			Total Rate			Reference Rate and Spread (25)						PIK Rate (19)			Maturity Date			Principal (4)			Cost (4)			Fair Value (18)
									Secured Debt			(9) (30)			12/17/2025									SF+			6.00%						12/17/2030			—			(37)			(37)
									Secured Debt			(9)			12/17/2025						9.70%			SF+			6.00%						12/17/2030			15,993			15,757			15,757
									Common Equity						12/17/2025			500																					500			500
																																							16,220			16,220
Berry Aviation, Inc.			(10)			Charter Airline Services
									Preferred Member Units			(23)			3/8/2024			286,109																					286			—
									Preferred Member Units			(23)			11/12/2019			122,416																					—			—
									Preferred Member Units			(23)			7/6/2018			1,548,387																					—			—
																																							286			—
Bluestem Brands, Inc.			(11)			Multi-Channel Retailer of General Merchandise
									Secured Debt			(9) (14)			1/9/2024						12.49%			SF+			8.50%			11.49%			1/31/2026			215			138			255
									Secured Debt			(9) (14)			10/19/2022						14.25%			P+			7.50%			13.25%			1/31/2026			2,980			2,980			195
									Secured Debt			(9) (14)			8/28/2020						12.49%			SF+			8.50%			11.49%			1/31/2026			4,486			4,231			—
									Common Stock						10/1/2020			700,446																					—			—
									Warrants			(27)			10/19/2022			175,110															10/19/2032						1,111			—
																																							8,460			450
Boccella Precast Products LLC						Manufacturer of Precast Hollow Core Concrete
									Secured Debt						9/23/2021						10.00%												2/28/2027			64			64			64
									Member Units			(8)			6/30/2017			540,000																					564			700
																																							628			764
B-O-F Corporation			(10)			Manufacturer of Gravity Flow Shelving Solutions for Retail Applications
									Secured Debt			(9) (30)			2/3/2025									SF+			5.75%						2/3/2030			—			(12)			(12)
									Secured Debt			(9)			2/3/2025						8.74%			SF+			4.75%						2/3/2030			2,850			2,809			2,831
									Secured Debt			(9)			2/3/2025						10.74%			SF+			6.75%						2/3/2030			2,850			2,809			2,831
									Common Equity						2/3/2025			180,000																					180			180
																																							5,786			5,830
Bond Brand Loyalty ULC			(10) (13) (21)			Provider of Loyalty Marketing Services
									Secured Debt			(9)			5/1/2023						9.89%			SF+			5.75%						5/1/2028			360			352			360
									Secured Debt			(9)			10/31/2025						9.59%			SF+			5.75%						5/1/2028			880			863			880
									Secured Debt			(9)			5/1/2023						8.89%			SF+			4.75%						5/1/2028			3,959			3,922			3,959
									Secured Debt			(9)			5/1/2023						10.89%			SF+			6.75%						5/1/2028			3,959			3,922			3,959
									Preferred Equity						5/1/2023			360																					360			350
									Common Equity						5/1/2023			360																					—			—
																																							9,419			9,508
BP Loenbro Holdings Inc.			(10)			Specialty Industrial Maintenance Services
									Secured Debt			(9) (28)			2/1/2024						9.75%			SF+			5.75%						2/1/2029			1,024			993			1,024
									Secured Debt			(9)			2/1/2024						9.84%			SF+			5.75%						2/1/2029			1,279			1,260			1,279
									Secured Debt			(9)			2/1/2024						9.75%			SF+			5.75%						2/1/2029			11,003			10,865			11,003
									Secured Debt			(9)			1/2/2025						9.83%			SF+			5.75%						2/1/2029			—			—			—
									Secured Debt			(9)			7/1/2025						9.84%			SF+			5.75%						2/1/2029			4,219			4,146			4,219
									Common Equity						2/1/2024			1,000,000																					1,000			3,790
																																							18,264			21,315
Brightwood Capital Fund Investments			(12) (13)			Investment Partnership

33

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

December 31, 2025

(dollars in thousands)

Portfolio Company (1) (20)						Business Description			Type of Investment (2) (3) (15)						Investment Date (22)			Shares/Units			Total Rate			Reference Rate and Spread (25)						PIK Rate (19)			Maturity Date			Principal (4)			Cost (4)			Fair Value (18)
									LP Interests (Brightwood Capital Fund III, LP)			(24)			7/21/2014			1.59%																					1,755			897
									LP Interests (Brightwood Capital Fund IV, LP)			(8) (24)			10/26/2016			0.59%																					6,440			6,447
																																							8,195			7,344
Buca C, LLC						Casual Restaurant Group
									Secured Debt			(14) (17)			8/7/2024						15.00%									15.00%			11/4/2024			4,458			4,188			—
									Secured Debt			(14) (17)			6/28/2024						15.00%									15.00%			4/1/2025			—			—			—
									Secured Debt			(14) (17)			6/30/2015						15.00%									15.00%			8/31/2023			4,078			4,078			—
									Preferred Member Units						6/30/2015			4			6.00%									6.00%									3,040			—
																																							11,306			—
Career Team Holdings, LLC						Provider of Workforce Training and Career Development Services
									Secured Debt			(9) (30)			12/17/2021									SF+			6.00%						6/5/2030			—			(6)			(6)
									Secured Debt						12/17/2021						13.00%												6/5/2030			2,432			2,379			2,379
									Common Stock						12/17/2021			57,402																					574			600
																																							2,947			2,973
CaseWorthy, Inc.			(10)			SaaS Provider of Case Management Solutions
									Common Equity						12/30/2022			105,856																					106			230
CenterPeak Holdings, LLC						Executive Search Services
									Secured Debt						12/10/2021						15.00%												12/10/2026			200			199			200
									Secured Debt						12/10/2021						15.00%												12/10/2026			2,790			2,789			2,790
									Preferred Equity			(8)			12/10/2021			368																					404			2,700
																																							3,392			5,690
Channel Partners Intermediateco, LLC			(10)			Outsourced Consumer Services Provider
									Secured Debt			(9) (28)			2/7/2022						10.84%			SF+			6.75%						2/7/2027			667			657			667
									Secured Debt			(9)			2/7/2022						10.84%			SF+			6.75%						2/7/2027			3,291			3,276			3,291
									Secured Debt			(9)			6/24/2022						10.84%			SF+			6.75%						2/7/2027			182			182			182
									Secured Debt			(9)			3/27/2023						10.84%			SF+			6.75%						2/7/2027			441			437			441
																																							4,552			4,581
Clarius BIGS, LLC			(10)			Prints & Advertising Film Financing
									Secured Debt			(14) (17)			9/23/2014																		1/5/2015			2,644			2,300			8
Classic H&G Holdings, LLC						Provider of Engineered Packaging Solutions
									Preferred Member Units						3/12/2020			39																					—			510
Computer Data Source, LLC			(10)			Third Party Maintenance Provider to the Data Center Ecosystem
									Secured Debt			(9) (28)			8/6/2021						12.28%			SF+			8.25%			12.02%			8/6/2026			7,359			7,333			6,996
									Secured Debt			(9)			8/6/2021						12.02%			SF+			8.25%			12.02%			8/6/2026			17,842			17,787			16,960
																																							25,120			23,956
Connect Telecommunications Solutions Holdings, Inc.			(13) (21)			Value-Added Distributor of Fiber Products and Equipment
									Secured Debt						10/9/2024						13.00%												10/9/2029			2,704			2,642			2,642
									Preferred Equity						10/9/2024			2,478																					1,400			1,400
																																							4,042			4,042

34

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

December 31, 2025

(dollars in thousands)

Portfolio Company (1) (20)						Business Description			Type of Investment (2) (3) (15)						Investment Date (22)			Shares/Units			Total Rate			Reference Rate and Spread (25)						PIK Rate (19)			Maturity Date			Principal (4)			Cost (4)			Fair Value (18)
Core Transformers			(10)			Refurbisher and Distributor of Electric Transformers
									Secured Debt			(9) (30)			9/24/2025									SF+			5.50%						9/23/2031						(95)			(95)
									Secured Debt			(9) (30)			9/24/2025									SF+			5.50%						9/23/2031						(95)			(95)
									Secured Debt			(9)			9/24/2025						9.23%			SF+			5.50%						9/23/2031						9,811			9,811
									Common Equity						9/24/2025			1,000,000																					1,000			1,000
																																							10,621			10,621
Coregistics Buyer LLC			(10) (13) (21)			Contract Packaging Service Provider
									Secured Debt			(9) (28)			6/29/2024						10.32%			SF+			6.50%						6/28/2029			449			432			445
									Secured Debt			(9)			6/29/2024						10.34%			SF+			6.50%						6/28/2029			2,841			2,793			2,818
									Secured Debt			(9)			6/29/2024						10.59%			SF+			6.75%						6/28/2029			8,546			8,396			8,516
									Secured Debt			(9)			8/15/2024						10.37%			SF+			6.50%						6/28/2029			1,894			1,868			1,879
																																							13,489			13,658
CQ Fluency, LLC			(10)			Global Language Services Provider
									Secured Debt			(9) (30)			12/27/2023									SF+			6.75%						6/27/2027			—			(19)			(19)
									Secured Debt			(9)			12/27/2023						10.52%			SF+			6.75%						6/27/2027			6,844			6,753			6,844
																																							6,734			6,825
CRC Evans USA Bidco, Inc.			(10) (13) (21)			Manufacturers of Equipment, Including Drilling Rigs and Equipment, and Providers of Supplies and Services to Companies Involved in the Drilling, Evaluation and Completion of Oil and Gas Wells
									Secured Debt			(9) (28)			8/19/2022						10.87%			SF+			6.75%						6/30/2029			448			436			448
									Secured Debt			(30)			12/31/2025									SF+			6.75%						6/30/2029			—			(18)			(18)
									Secured Debt			(9)			12/31/2025						10.70%			SF+			6.75%						6/30/2029			625			613			613
									Secured Debt			(9)			8/19/2022						10.83%			SF+			6.75%						6/30/2029			979			957			979
																																							1,988			2,022
Creative Foam Corporation			(10)			Manufacturer of Custom Engineered Die Cut, Formed Foam, Nonwoven, and Multi-material Component Solutions for the Automotive and Healthcare Markets
									Secured Debt			(9) (30)			6/27/2024									SF+			6.75%						6/27/2029			—			(22)			(22)
									Secured Debt			(9)			3/4/2025						10.69%			SF+			6.75%						6/27/2029			16,578			16,307			16,578
									Secured Debt			(9)			6/27/2024						10.44%			SF+			6.75%						6/27/2029			10,400			10,255			10,400
									Common Equity						3/4/2025			2,862																					286			230
																																							26,826			27,186
Dalton US Inc.			(10)			Provider of Supplemental Labor Services
									Common Stock						8/16/2022			37																					52			50
DTE Enterprises, LLC			(10)			Industrial Powertrain Repair and Services
									Class AA Preferred Member Units (non-voting)						4/13/2018						10.00%									10.00%									1,316			—
									Class A Preferred Member Units						4/13/2018			776,316			8.00%									8.00%									776			—
																																							2,092			—
Dynamic Communities, LLC			(10)			Developer of Business Events and Online Community Groups
									Secured Debt			(9)			12/20/2022						11.82%			SF+			8.00%			11.82%			12/31/2026			2,612			2,507			2,612
									Secured Debt			(9)			12/20/2022						12.82%			SF+			9.00%						12/31/2026			2,493			2,259			2,464
									Preferred Equity						12/20/2022			125,000																					128			110

35

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

December 31, 2025

(dollars in thousands)

Portfolio Company (1) (20)						Business Description			Type of Investment (2) (3) (15)						Investment Date (22)			Shares/Units			Total Rate			Reference Rate and Spread (25)						PIK Rate (19)			Maturity Date			Principal (4)			Cost (4)			Fair Value (18)
									Preferred Equity						12/20/2022			2,376,241																					—			—
									Common Equity						12/20/2022			1,250,000																					—			—
																																							4,894			5,186
Electro Technical Industries, LLC			(10)			Manufacturer of Mission-Critical Electrical Distribution Systems
									Secured Debt			(9) (30)			3/31/2025									SF+			5.50%						3/31/2030			—			(73)			(73)
									Secured Debt			(9)			3/31/2025						9.22%			SF+			5.50%						3/31/2030			24,466			24,052			24,466
									Common Equity						3/31/2025			714,286																					714			1,080
																																							24,693			25,473
Elgin AcquireCo, LLC						Manufacturer and Distributor of Engine and Chassis Components
									Secured Debt			(9) (30)			10/3/2022									SF+			6.00%						10/3/2027			—			—			—
									Secured Debt						10/3/2022						12.00%												10/3/2027			1,097			1,085			1,085
									Secured Debt						10/3/2022						9.00%												10/3/2052			406			402			402
									Common Stock						10/3/2022			19																					374			330
									Common Stock			(23)			10/3/2022			61																					102			214
																																							1,963			2,031
Emerald Technologies Acquisition Co, Inc.			(11)			Design & Manufacturing
									Secured Debt			(9)			2/10/2022						10.22%			SF+			6.25%						12/29/2027			2,266			2,249			1,427
Escalent, Inc.			(10)			Market Research and Consulting Firm
									Secured Debt			(9) (30)			4/7/2023									SF+			6.00%						4/7/2029			—			(6)			—
									Secured Debt			(9)			10/2/2024						9.67%			SF+			6.00%						4/7/2029			356			352			356
									Secured Debt			(9)			4/7/2023						9.67%			SF+			6.00%						4/7/2029			6,715			6,602			6,715
									Common Equity						4/7/2023			170,998																					174			240
																																							7,122			7,311
Event Holdco, LLC			(10)			Event and Learning Management Software for Healthcare Organizations and Systems
									Secured Debt			(9)			12/22/2021						10.93%			SF+			7.00%						12/22/2026			308			307			308
									Secured Debt			(9)			12/22/2021						10.93%			SF+			7.00%						12/22/2026			4,003			3,996			4,003
																																							4,303			4,311
FCC Intermediate Holdco, LLC						Supply Chain Management Services
									Secured Debt			(30)			5/28/2024																		5/28/2029			—			—			—
									Secured Debt						5/28/2024						13.00%												5/29/2029			7,790			7,007			7,790
									Warrants			(8) (27)			5/28/2024			3															5/28/2034						980			3,780
																																							7,987			11,570
Garyline, LLC			(10)			Manufacturer of Consumer Plastic Products
									Secured Debt			(9) (30)			4/14/2025									SF+			7.25%						10/14/2027			—			(21)			—
									Secured Debt			(9)			4/14/2025						10.98%			SF+			7.25%						10/14/2027			8,514			8,394			8,514
									Common Equity						11/10/2023			210,084																					210			130
																																							8,583			8,644
GradeEight Corp.			(10)			Distributor of Maintenance and Repair Parts
									Secured Debt			(9)			10/4/2024						11.23%			SF+			7.50%						10/4/2029			400			365			391
									Secured Debt			(9)			10/4/2024						11.23%			SF+			7.50%						10/4/2029			1,959			1,922			1,922
									Secured Debt			(9) (26)			10/4/2024						11.31%			SF+			7.25%						10/4/2029			14,453			14,235			14,136
									Common Equity						10/4/2024			570																					564			423
																																							17,086			16,872

36

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

December 31, 2025

(dollars in thousands)

Portfolio Company (1) (20)						Business Description			Type of Investment (2) (3) (15)						Investment Date (22)			Shares/Units			Total Rate			Reference Rate and Spread (25)						PIK Rate (19)			Maturity Date			Principal (4)			Cost (4)			Fair Value (18)
Harris Preston Fund Investments			(12) (13)			Investment Partnership
									LP Interests (423 AER II, LP)			(24)			6/2/2025			4.13%																					1,590			1,590
Hawk Ridge Systems, LLC						Value-Added Reseller of Engineering Design and Manufacturing Solutions
									Secured Debt			(9)			12/2/2016						9.98%			SF+			6.00%						1/15/2026			805			805			805
									Secured Debt						12/2/2016						11.00%												1/15/2026			9,744			9,744			9,744
									Preferred Member Units			(8)			12/2/2016			56																					713			6,580
									Preferred Member Units			(23)			12/2/2016			56																					38			350
																																							11,300			17,479
HDC/HW Intermediate Holdings			(10)			Managed Services and Hosting Provider
									Secured Debt			(9) (14)			3/7/2024						9.01%			SF+			3.50%			2.50%			6/21/2026			1,465			1,437			1,276
									Secured Debt			(14)			3/7/2024						2.50%									2.50%			6/21/2026			914			401			—
									Common Equity						3/7/2024			35,971																					—			—
																																							1,838			1,276
Hornblower Sub, LLC			(10)			Marine Tourism and Transportation
									Secured Debt			(9) (28)			7/3/2024						9.32%			SF+			5.50%						7/3/2029			2,376			2,359			2,348
									Secured Debt			(9)			7/3/2024						9.46%			SF+			5.50%						7/3/2029			16,300			16,167			16,082
																																							18,526			18,430
Hybrid Promotions, LLC			(10)			Wholesaler of Licensed, Branded and Private Label Apparel
									Secured Debt			(9)			6/30/2021						12.24%			SF+			8.25%						12/31/2027			8,000			7,906			8,000
IG Parent Corporation			(11)			Software Engineering
									Secured Debt			(9) (30)			7/30/2021									SF+			5.75%						7/30/2028			—			(5)			—
									Secured Debt			(9)			7/30/2021						9.57%			SF+			5.75%						7/30/2028			6,138			6,101			6,138
									Secured Debt			(9)			7/30/2021						9.57%			SF+			5.75%						7/30/2028			1,902			1,891			1,902
																																							7,987			8,040
Ignite Visibility LLC			(10)			Digital Marketing Services Agency
									Secured Debt			(9)			12/15/2025						8.84%			SF+			5.00%						12/1/2028			7,931			7,816			7,816
									Secured Debt			(9)			12/15/2025						10.84%			SF+			7.00%						12/1/2028			7,931			7,816			7,816
																																							15,632			15,632
Imaging Business Machines, L.L.C.			(10)			Technology Hardware & Equipment
									Common Equity						6/8/2023			422																					580			540
Implus Footcare, LLC			(10)			Provider of Footwear and Related Accessories
									Secured Debt			(9)			6/13/2025						9.68%			SF+			6.00%			4.00%			10/30/2028			1,776			1,776			1,776
									Secured Debt			(9)			7/31/2025						9.68%			SF+			6.00%			9.68%			10/30/2028			4,044			4,044			4,044
									Common Equity						7/31/2025			3,874,040																					5,191			4,490
																																							11,011			10,310
Infinity X1 Holdings, LLC						Manufacturer and Supplier of Personal Lighting Products
									Secured Debt						3/31/2023						12.00%												3/31/2028			3,825			3,820			3,825
									Preferred Equity			(8)			3/31/2023			21,840																					1,092			2,040
																																							4,912			5,865

37

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

December 31, 2025

(dollars in thousands)

Portfolio Company (1) (20)						Business Description			Type of Investment (2) (3) (15)						Investment Date (22)			Shares/Units			Total Rate			Reference Rate and Spread (25)						PIK Rate (19)			Maturity Date			Principal (4)			Cost (4)			Fair Value (18)
Insight Borrower Corporation			(10)			Test, Inspection, and Certification Instrument Provider
									Secured Debt			(9)			7/19/2023						10.10%			SF+			6.25%						7/19/2028			1,691			1,668			1,574
									Secured Debt			(9)			7/19/2023						10.12%			SF+			6.25%						7/19/2029			16,572			16,424			15,424
									Common Equity						7/19/2023			47,847																					239			100
																																							18,331			17,098
Inspire Aesthetics Management, LLC			(10)			Surgical and Non-Surgical Plastic Surgery and Aesthetics Provider
									Secured Debt			(9) (28)			4/3/2023						13.97%			SF+			10.00%			2.00%			4/3/2028			733			725			691
									Secured Debt			(9)			4/3/2023						13.97%			SF+			10.00%			2.00%			4/3/2028			6,260			6,187			5,901
									Secured Debt			(9)			6/14/2023						13.97%			SF+			10.00%			2.00%			4/3/2028			1,261			1,246			1,188
									Secured Debt			(9)			12/31/2024						13.97%			SF+			10.00%			2.00%			4/3/2028			291			291			274
									Common Equity						4/3/2023			137,302																					358			75
																																							8,807			8,129
Interface Security Systems, L.L.C			(10)			Commercial Security & Alarm Services
									Secured Debt			(17) (28)			12/9/2021						13.92%			SF+			10.00%			13.92%			8/7/2023			2,392			2,392			2,078
									Secured Debt			(9) (14) (17)			8/7/2019						11.02%			SF+			7.00%			11.02%			8/7/2023			7,334			7,254			1
									Common Stock						12/7/2021			2,143																					—			—
																																							9,646			2,079
Invincible Boat Company, LLC.			(10)			Manufacturer of Sport Fishing Boats
									Secured Debt			(9) (28)			8/28/2019						11.37%			SF+			7.50%						3/31/2028			1,452			1,445			1,319
									Secured Debt			(9)			8/28/2019						11.37%			SF+			7.50%			3.37%			3/31/2028			16,804			16,765			15,247
																																							18,210			16,566
Iron-Main Investments, LLC						Consumer Reporting Agency Providing Employment Background Checks and Drug Testing
									Secured Debt						8/2/2021						13.00%												1/31/2028			1,128			1,118			1,118
									Secured Debt						9/1/2021						13.00%												1/31/2028			735			728			728
									Secured Debt						11/15/2021						13.00%												1/31/2028			2,236			2,236			2,236
									Secured Debt						11/15/2021						13.00%												1/31/2028			4,406			4,364			4,364
									Secured Debt						1/31/2023						13.00%												1/31/2028			2,389			2,335			2,335
									Preferred Equity						6/26/2024			178			25.00%									25.00%									178			260
									Preferred Equity						9/26/2025			39			25.00%									25.00%									39			39
									Common Stock						8/3/2021			50,753																					689			680
																																							11,687			11,760
Isagenix International, LLC			(11)			Direct Marketer of Health & Wellness Products
									Secured Debt			(9) (31)			4/13/2023						2.50%												4/14/2028			2,962			2,831			429
									Common Equity						4/13/2023			186,322																					—			—
																																							2,831			429
Island Pump and Tank, LLC			(10)			Provider of Facility and Maintenance Services to Fuel Retailers in Northeast U.S.
									Secured Debt			(9)			5/20/2024						11.25%			SF+			7.00%						5/17/2029			456			452			443
									Secured Debt			(9) (26)			5/20/2024						10.25%			SF+			6.00%						5/17/2029			2,111			2,084			2,048
									Secured Debt			(9) (26)			5/20/2024						11.25%			SF+			7.00%						5/17/2029			2,111			2,084			2,048
									Secured Debt			(9) (26)			5/20/2024						12.25%			SF+			8.00%						5/17/2029			2,111			2,084			2,048
																																							6,704			6,587
ITA Holdings Group, LLC						Air Ambulance Services

38

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

December 31, 2025

(dollars in thousands)

Portfolio Company (1) (20)						Business Description			Type of Investment (2) (3) (15)						Investment Date (22)			Shares/Units			Total Rate			Reference Rate and Spread (25)						PIK Rate (19)			Maturity Date			Principal (4)			Cost (4)			Fair Value (18)
									Secured Debt			(9)			6/21/2023						11.15%			SF+			7.00%						6/21/2027			295			292			295
									Secured Debt			(9)			6/30/2025						11.15%			SF+			7.00%						6/21/2027			1,328			1,317			1,327
									Secured Debt			(9)			6/21/2023						11.15%			SF+			7.00%						6/21/2027			1,234			1,130			1,234
									Secured Debt			(9)			6/21/2023						11.15%			SF+			7.00%						6/21/2027			1,234			1,130			1,234
									Secured Debt			(9)			6/30/2025						11.15%			SF+			7.00%						6/21/2027			443			439			443
									Warrants			(8) (27)			6/21/2023			48,327															6/21/2033						523			3,810
																																							4,831			8,343
Jackmont Hospitality, Inc.			(10)			Franchisee of Casual Dining Restaurants
									Secured Debt			(9) (26)			10/26/2022						11.01%			SF+			7.00%						11/4/2026			1,501			1,493			1,501
									Secured Debt			(9) (26)			2/27/2024						11.23%			SF+			7.00%						11/4/2026			1,251			1,244			1,251
									Secured Debt			(9) (26)			11/1/2024						11.11%			SF+			7.00%						11/4/2026			1,333			1,316			1,333
									Secured Debt			(9)			11/8/2021						10.84%			SF+			7.00%						11/4/2026			3,475			3,456			3,476
									Preferred Equity						11/8/2021			5,653,333																					216			1,500
																																							7,725			9,061
Joerns Healthcare, LLC			(11)			Manufacturer and Distributor of Health Care Equipment & Supplies
									Secured Debt			(9)			3/30/2024						11.94%			SF+			8.00%						3/29/2029			1,523			1,523			1,523
									Secured Debt			(9)			3/30/2024						11.94%			SF+			8.00%						3/29/2029			1,137			1,137			1,137
									Common Stock						3/29/2024			4,535,784																					166			290
																																							2,826			2,950
JorVet Holdings, LLC						Supplier and Distributor of Veterinary Equipment and Supplies
									Secured Debt						3/28/2022						12.00%												3/28/2027			2,591			2,578			2,578
									Preferred Equity			(8)			3/28/2022			12,214																					1,221			1,220
																																							3,799			3,798
JTI Electrical & Mechanical, LLC			(10)			Electrical, Mechanical and Automation Services
									Secured Debt			(9)			8/25/2025						9.13%			SF+			5.00%						6/20/2030			526			526			526
									Secured Debt			(9)			8/25/2025						10.13%			SF+			6.00%			10.13%			6/20/2030			3,043			3,043			3,036
									Secured Debt			(14)			8/25/2025						15.00%									15.00%			6/20/2030			1,404			517			78
									Common Equity						12/22/2021			140,351																					140			—
									Common Equity						8/25/2025			70,000																					70			—
																																							4,296			3,640
LLFlex, LLC			(10)			Provider of Metal-Based Laminates
									Secured Debt			(9)			8/16/2021						12.14%			SF+			8.00%			3.00%			8/16/2026			4,696			4,683			3,698
Logix Acquisition Company, LLC			(10)			Competitive Local Exchange Carrier
									Secured Debt			(9)			4/11/2025						11.41%			SF+			7.50%			2.75%			12/31/2028			20,551			20,233			20,551
									Secured Debt						4/11/2025																		12/31/2028			1,380			1,065			1,027
																																							21,298			21,578
MCT Purchaserco Holding Inc.			(10) (13) (21)			Manufacturer and Distributor of High-Voltage Disconnect Switches
									Secured Debt			(9)			12/1/2025						9.36%			SF+			5.50%						12/2/2030			3,310			3,250			3,250
									Secured Debt			(9)			12/1/2025						9.29%			SF+			5.50%						12/2/2030			21,587			21,375			21,375
									Common Equity						12/1/2025			863,506																					619			619
																																							25,244			25,244
Metalforming Holdings, LLC						Distributor of Sheet Metal Folding and Metal Forming Equipment

39

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

December 31, 2025

(dollars in thousands)

Portfolio Company (1) (20)						Business Description			Type of Investment (2) (3) (15)						Investment Date (22)			Shares/Units			Total Rate			Reference Rate and Spread (25)						PIK Rate (19)			Maturity Date			Principal (4)			Cost (4)			Fair Value (18)
									Secured Debt			(17) (30)			10/19/2022																		10/19/2025			—			—			—
									Secured Debt						10/19/2022						8.75%												10/19/2027			1,266			1,252			1,266
									Preferred Equity			(8)			10/19/2022			434,331			8.00%									8.00%									434			434
									Common Stock			(8)			10/19/2022			112,865																					113			720
																																							1,799			2,420
Microbe Formulas, LLC			(10)			Nutritional Supplements Provider
									Secured Debt			(9) (30)			4/4/2022									SF+			5.50%						4/3/2028			—			(3)			(3)
									Secured Debt			(9)			11/20/2024						9.32%			SF+			5.50%						4/3/2028			1,328			1,316			1,328
									Secured Debt			(9)			4/4/2022						9.32%			SF+			5.50%						4/3/2028			1,673			1,659			1,673
																																							2,972			2,998
Mini Melts of America, LLC			(10)			Manufacturer and Distributor of Branded Premium Beaded Ice Cream
									Secured Debt			(9) (28)			11/30/2023						10.06%			SF+			6.25%						11/30/2028			930			913			888
									Secured Debt			(9) (26)			11/30/2023						10.05%			SF+			6.25%						11/30/2028			852			839			813
									Secured Debt			(9)			11/30/2023						9.07%			SF+			5.25%						11/30/2028			3,154			3,110			3,012
									Secured Debt			(9)			11/30/2023						11.07%			SF+			7.25%						11/30/2028			3,154			3,108			3,000
									Common Equity						11/30/2023			342,574																					343			190
																																							8,313			7,903
Mission Critical Group			(10)			Backup Power Generation
									Secured Debt			(9) (30)			4/17/2025									SF+			5.50%						4/17/2030			—			(55)			(55)
									Secured Debt			(9)			4/17/2025						9.33%			SF+			5.50%						4/17/2030			4,100			3,996			4,100
									Secured Debt			(9)			4/17/2025						9.23%			SF+			5.50%						4/17/2030			18,438			18,123			18,438
									Common Equity						6/7/2023			532																					532			6,690
																																							22,596			29,173
MoneyThumb Acquisition, LLC						Provider of Software-as-a-Service Financial File Conversion and Reconciliation
									Secured Debt						8/19/2024						14.00%												8/19/2029			2,040			1,891			1,891
									Preferred Member Units			(8)			8/19/2024			40,821			12.00%									12.00%									481			530
									Warrants			(27)			8/19/2024			14,842															8/19/2029						148			200
																																							2,520			2,621
MonitorUS Holding, LLC			(10) (13) (21)			SaaS Provider of Media Intelligence Services
									Secured Debt			(9)			5/24/2022						10.18%			SF+			6.25%						5/24/2027			1,181			1,175			1,272
									Secured Debt			(9)			5/24/2022						10.18%			SF+			6.25%						5/24/2027			3,048			3,031			3,544
									Secured Debt			(9)			5/24/2022						10.18%			SF+			6.25%						5/24/2027			5,164			5,136			5,164
									Secured Debt			(9)			6/25/2025						10.18%			SF+			6.25%						5/24/2027			355			350			359
									Unsecured Debt						1/31/2025						8.00%									8.00%			3/31/2026			23			23			23
									Common Stock						8/30/2022			30,699,450																					331			204
																																							10,046			10,566
Obra Capital, Inc.			(10)			Provider of Asset Management Services Specialized in Insurance-Linked Strategies
									Secured Debt			(9) (30)			6/21/2024									SF+			7.25%						12/21/2028			—			(10)			(10)
									Secured Debt			(9)			6/21/2024						11.09%			SF+			7.25%						6/21/2029			11,859			11,614			11,859
									Secured Debt			(9)			5/13/2025						11.09%			SF+			7.25%						6/21/2029			1,349			1,314			1,349
																																							12,918			13,198
OnPoint Industrial Services, LLC			(10)			Environmental & Facilities Services
									Secured Debt			(9)			12/18/2024						9.42%			SF+			5.75%						11/16/2027			1,040			1,033			1,039
									Secured Debt			(9)			4/1/2024						9.42%			SF+			5.75%						11/16/2027			2,888			2,866			2,888

40

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

December 31, 2025

(dollars in thousands)

Portfolio Company (1) (20)						Business Description			Type of Investment (2) (3) (15)						Investment Date (22)			Shares/Units			Total Rate			Reference Rate and Spread (25)						PIK Rate (19)			Maturity Date			Principal (4)			Cost (4)			Fair Value (18)
																																							3,899			3,927
Peaches Holding Corporation						Wholesale Provider of Consumer Packaging Solutions
									Common Equity						5/22/2024			806																					1,805			—
PrimeFlight Aviation Services			(10) (13)			Air Freight & Logistics
									Secured Debt			(9)			5/1/2023						9.35%			SF+			5.50%						5/1/2029			5,850			5,728			5,850
									Secured Debt			(9)			9/7/2023						9.17%			SF+			5.50%						5/1/2029			559			546			559
									Secured Debt			(9)			1/30/2024						9.17%			SF+			5.50%						5/1/2029			561			552			561
									Secured Debt			(9)			6/28/2024						8.92%			SF+			5.25%						5/1/2029			638			631			638
									Secured Debt			(9)			1/21/2025						9.12%			SF+			5.25%						5/1/2029			1,414			1,403			1,414
									Secured Debt			(9)			7/31/2025						9.09%			SF+			5.25%						5/1/2029			1,327			1,315			1,327
									Secured Debt			(9)			11/21/2025						8.63%			SF+			4.75%						5/1/2029			1,083			1,073			1,073
																																							11,248			11,422
Richardson Sales Solutions			(10)			Business Services
									Secured Debt			(9) (28)			8/24/2023						8.86%			SF+			5.00%						8/24/2028			340			310			340
									Secured Debt			(9)			8/24/2023						8.86%			SF+			5.00%						8/24/2028			10,023			9,857			10,023
									Secured Debt			(9)			9/10/2024						8.93%			SF+			5.00%						8/24/2028			4,938			4,870			4,938
																																							15,037			15,301
Roof Opco, LLC			(10)			Residential Re-Roofing/Repair
									Secured Debt			(30)			8/27/2021																		8/31/2029			—			(3)			—
									Secured Debt						8/27/2021						10.00%									10.00%			8/31/2029			4,219			4,197			3,056
									Secured Debt						8/27/2021						10.00%									10.00%			8/31/2029			4,219			4,197			2,970
																																							8,391			6,026
Royal Cup Inc.			(10)			Coffee Roaster and Beverage Solutions Provider
									Secured Debt			(9) (30)			11/26/2025									SF+			5.25%						11/26/2030			—			(51)			(51)
									Secured Debt			(9) (30)			11/26/2025									SF+			5.25%						11/26/2030			—			(19)			(19)
									Secured Debt			(9) (30)			11/26/2025									SF+			5.25%						11/26/2030			—			(82)			(82)
									Secured Debt			(9)			11/26/2025						8.98%			SF+			5.25%						11/26/2030			12,000			11,826			11,826
									Preferred Equity						11/26/2025			857,143																					857			857
																																							12,531			12,531
Rug Doctor, LLC.			(10)			Carpet Cleaning Products and Machinery
									Secured Debt			(9)			7/16/2021						9.17%			SF+			5.50%						5/16/2028			4,134			4,030			4,134
									Secured Debt			(9)			7/16/2021						9.17%			SF+			5.50%						5/16/2028			7,590			7,589			7,590
																																							11,619			11,724
Slick Innovations, LLC						Text Message Marketing Platform
									Secured Debt						9/13/2018						14.00%												3/21/2030			6,170			6,073			6,170
									Common Stock			(8)			9/13/2018			17,500																					—			560
																																							6,073			6,730
South Coast Terminals Holdings, LLC			(10)			Specialty Toll Chemical Manufacturer
									Secured Debt			(9) (30)			8/8/2024									SF+			5.25%						8/8/2029			—			—			—
									Secured Debt			(9)			8/8/2024						9.07%			SF+			5.25%						8/8/2029			33,214			33,190			33,214
									Secured Debt			(9)			7/31/2025						9.07%			SF+			5.25%						8/8/2029			6,525			6,468			6,525
									Common Equity						12/10/2021			61																					61			71
																																							39,719			39,810
SPAU Holdings, LLC			(10)			Digital Photo Product Provider

41

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

December 31, 2025

(dollars in thousands)

Portfolio Company (1) (20)						Business Description			Type of Investment (2) (3) (15)						Investment Date (22)			Shares/Units			Total Rate			Reference Rate and Spread (25)						PIK Rate (19)			Maturity Date			Principal (4)			Cost (4)			Fair Value (18)
									Secured Debt			(9) (30) (28)			7/1/2022									SF+			7.00%						7/1/2027			—			(8)			—
									Secured Debt			(9)			7/1/2022						10.82%			SF+			7.00%						7/1/2027			4,825			4,789			4,825
									Common Stock						7/1/2022			200,000																					200			200
																																							4,981			5,025
TEC Services, LLC			(10)			Provider of Janitorial Service for Food Retailers
									Secured Debt			(9) (30)			12/31/2024									SF+			5.50%						12/31/2029			—			(6)			(6)
									Secured Debt			(9) (30)			12/31/2024									SF+			5.50%						12/31/2029			—			(4)			(4)
									Secured Debt			(9)			12/31/2024						9.27%			SF+			5.50%						12/31/2029			2,310			2,283			2,302
																																							2,273			2,292
Tex Tech Tennis, LLC			(10)			Sporting Goods & Textiles
									Preferred Equity			(23)			7/7/2021			1,000,000																					1,000			2,900
The Affiliati Network, LLC						Performance Marketing Solutions
									Preferred Stock						9/1/2023			78,227																					78			78
									Preferred Stock			(8)			8/9/2021			320,000																					1,600			1,600
																																							1,678			1,678
Titan Meter Midco Corp.			(10)			Value Added Distributor of a Variety of Metering and Measurement Products and Solutions to the Energy Industry
									Secured Debt			(9)			3/11/2024						10.17%			SF+			6.50%						3/11/2029			554			523			554
									Secured Debt			(9)			3/11/2024						10.17%			SF+			6.50%						3/11/2029			12,917			12,628			12,917
									Secured Debt			(9)			2/27/2025						10.17%			SF+			6.50%						3/11/2029			1,653			1,621			1,653
									Secured Debt			(9)			8/5/2025						10.17%			SF+			6.50%						3/11/2029			1,870			1,829			1,870
									Preferred Equity						3/11/2024			522,651			8.00%									8.00%									529			590
																																							17,130			17,584
U.S. TelePacific Corp.			(11)			Provider of Communications and Managed Services
									Secured Debt			(9) (14)			6/1/2023						12.32%			SF+			8.15%			7.00%			5/2/2027			6,741			1,783			2,747
									Secured Debt			(14)			6/1/2023																		5/2/2027			692			15			—
																																							1,798			2,747
UBM AcquireCo LLC						Mail Commingling and Logistics Provider
									Secured Debt			(30)			12/20/2025																		12/20/2027			—			(10)			(10)
									Secured Debt						12/20/2025						10.00%												12/20/2030			10,700			10,595			10,595
									Common Equity						12/20/2025			20																					2,000			2,000
																																							12,585			12,585
UPS Intermediate, LLC			(10)			Provider of Maintenance, Repair, and Overhaul Services for Industrial Equipment Serving the Refining, Chemical, Midstream, Renewables, Power, and Utilities End Markets
									Secured Debt			(9)			7/29/2024						9.97%			SF+			6.25%						7/27/2029			19,294			19,005			19,168
									Common Equity						7/29/2024			412,371																					412			420
																																							19,417			19,588
UserZoom Technologies, Inc.			(10)			Provider of User Experience Research Automation Software
									Secured Debt			(9)			1/11/2023						11.63%			SF+			7.50%						4/5/2029			3,000			2,953			3,000

42

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

December 31, 2025

(dollars in thousands)

Portfolio Company (1) (20)						Business Description			Type of Investment (2) (3) (15)						Investment Date (22)			Shares/Units			Total Rate			Reference Rate and Spread (25)						PIK Rate (19)			Maturity Date			Principal (4)			Cost (4)			Fair Value (18)
Vitesse Systems			(10)			Component Manufacturing and Machining Platform
									Secured Debt			(28)			12/22/2023						10.98%			SF+			7.00%						12/22/2028			2,273			2,235			2,273
									Secured Debt			(9)			12/22/2023						10.93%			SF+			7.00%						12/22/2028			12,250			12,067			12,250
																																							14,302			14,523
VORTEQ Coil Finishers, LLC			(10)			Specialty Coating of Aluminum and Light-Gauge Steel
									Common Equity			(8)			11/30/2021			769,231																					769			2,670
Wash & Wax Systems LLC			(10)			Express Car Wash Operator
									Secured Debt			(9)			4/30/2025						9.28%			SF+			5.50%						4/30/2028			44			44			44
									Secured Debt			(9)			4/30/2025						9.34%			SF+			5.50%						4/30/2028			1,029			1,029			1,029
									Secured Debt						4/30/2025						12.00%									12.00%			7/31/2028			730			730			730
									Common Equity						4/30/2025			439																					465			210
																																							2,268			2,013
Watterson Brands, LLC			(10)			Facility Management Services
									Secured Debt			(14)			12/17/2021						12.00%									4.00%			12/17/2026			319			317			218
									Secured Debt			(14)			12/17/2021						12.00%									4.00%			12/17/2026			55			52			37
									Secured Debt			(14)			12/17/2021						12.00%									4.00%			12/17/2026			2,262			2,254			1,543
									Secured Debt			(14)			12/17/2021						12.00%									4.00%			12/17/2026			2,041			2,034			1,392
																																							4,657			3,190
Winter Services LLC			(10)			Provider of Snow Removal and Ice Management Services
									Secured Debt			(9) (28)			11/19/2021						11.49%			SF+			7.50%						11/19/2027			5,000			4,975			5,000
									Secured Debt			(9)			11/19/2021						11.75%			SF+			7.50%						11/19/2027			2,343			2,326			2,343
									Secured Debt			(9)			1/16/2024						10.75%			SF+			6.50%						11/19/2027			9,050			8,980			9,050
									Secured Debt			(9)			1/16/2024						12.75%			SF+			8.50%						11/19/2027			9,050			8,980			9,050
																																							25,261			25,443
World Micro Holdings, LLC						Supply Chain Management
									Secured Debt						12/12/2022						12.00%												12/12/2027			1,364			1,354			1,354
									Preferred Equity			(8)			12/12/2022			530																					530			530
																																							1,884			1,884
Xenon Arc, Inc.			(10)			Tech-enabled Distribution Services to Chemicals and Food Ingredients Primary Producers
									Secured Debt			(9)			12/17/2021						9.54%			SF+			5.75%						12/20/2028			1,164			1,150			1,164
									Secured Debt			(9)			12/17/2021						9.72%			SF+			5.75%						12/20/2028			2,304			2,286			2,304
									Secured Debt			(9)			3/31/2025						9.52%			SF+			5.75%						12/20/2028			604			594			604
																																							4,030			4,072
YS Garments, LLC			(11)			Designer and Provider of Branded Activewear
									Secured Debt			(9)			8/22/2018						11.48%			SF+			7.50%						8/9/2027			4,965			4,931			4,167
ZRG Partners, LLC			(10)			Talent Advisory Services Provider
									Secured Debt			(9)			6/14/2024						11.75%			P+			5.00%						6/14/2029			821			803			821
									Secured Debt			(9) (26)			6/14/2024						9.69%			SF+			6.00%						6/14/2029			1,465			1,441			1,465
									Secured Debt			(9)			6/14/2024						9.60%			SF+			6.00%						6/14/2029			809			800			809
									Secured Debt			(9)			6/14/2024						9.73%			SF+			6.00%						6/14/2029			5,786			5,706			5,786

43

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

December 31, 2025

(dollars in thousands)

Portfolio Company (1) (20)						Business Description			Type of Investment (2) (3) (15)						Investment Date (22)			Shares/Units			Total Rate			Reference Rate and Spread (25)						PIK Rate (19)			Maturity Date			Principal (4)			Cost (4)			Fair Value (18)
																																							8,750			8,881
Subtotal Non-Control/Non-Affiliate investments (117.8% of net assets at fair value)																																							$	885,299		$	870,244
Total Portfolio Company investments, December 31, 2025 (180.8% of net assets at fair value)																																							$	1,259,923		$	1,335,387
Money market funds (included in cash and cash equivalents)
First American Treasury Obligations Fund Class Z			(16)																																				$	9,540		$	9,540
Fidelity Government Portfolio Fund Class III			(34)																																				1,571			1,571
Total money market funds																																							$	11,111		$	11,111

___________________________________________________

(1)All investments are LMM portfolio investments, unless otherwise noted. See Note C — Fair Value Hierarchy for Investments — Portfolio Composition for a description of LMM portfolio investments. All of the Fund’s investments, unless otherwise noted, are encumbered as security for one of the Fund’s Credit Facilities.

(2)Debt investments are income producing, unless otherwise noted by footnote (14), as described below. Equity and warrants are non-income producing, unless otherwise noted by footnote (8), as described below.

(3)See Note C — Fair Value Hierarchy for Investments — Portfolio Composition and Schedule 12-14 for a summary of geographic location of portfolio companies.

(4)Principal is net of repayments. Cost is net of repayments and accumulated unearned income. Negative cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan.

(5)“Control” investments are defined by the 1940 Act as investments in which more than 25% of the voting securities are owned or where the ability to nominate greater than 50% of the board representation is maintained.

(6)“Affiliate” investments are defined by the 1940 Act as investments in which between 5% and 25% (inclusive) of the voting securities are owned and the investments are not classified as Control investments.

(7)“Non-Control/Non-Affiliate” investments are defined by the 1940 Act as investments that are neither Control investments nor Affiliate investments.

(8)Income producing through dividends or distributions.

(9)Index based floating interest rate is subject to contractual minimum interest rate. As noted in this schedule, 97% of the loans (based on the par amount) contain SOFR floors which range between 0.75% and 5.25%, with a weighted-average floor of 1.31%.

(10)Private Loan portfolio investment. See Note C — Fair Value Hierarchy for Investments — Portfolio Composition for a description of Private Loan portfolio investments.

(11)Middle Market portfolio investment. See Note C — Fair Value Hierarchy for Investments — Portfolio Composition for a description of Middle Market portfolio investments.

(12)Other Portfolio investment. See Note C — Fair Value Hierarchy for Investments — Portfolio Composition for a description of Other Portfolio investments.

(13)Investment is not a qualifying asset as defined under Section 55(a) of the 1940 Act. Qualifying assets must represent at least 70% of total assets at the time of acquisition of any additional non-qualifying assets.

(14)Non-accrual or non-income producing debt investment.

(15)All of the Fund’s portfolio investments are generally subject to restrictions on resale as “restricted securities.”

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MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

December 31, 2025

(dollars in thousands)

(16)Effective yield as of December 31, 2025 was approximately 3.67% on the First American Treasury Obligations Fund Class Z.

(17)Maturity date is under on-going negotiations with the portfolio company and other lenders, if applicable.

(18)Investment Fair Value was determined using significant unobservable inputs, unless otherwise noted. See Note C — Fair Value Hierarchy for Investments — Portfolio Composition for further discussion. Negative fair value is the result of the capitalized discount on the loan or the unfunded commitment being valued below par.

(19)Investments may have a portion, or all, of their income received from PIK interest or dividends. PIK interest income and cumulative dividend income represent income not paid currently in cash. The difference between the Total Rate and PIK Rate represents the cash rate as of December 31, 2025.

(20)All portfolio company headquarters are based in the U.S., unless otherwise noted.

(21)Portfolio company headquarters are located outside of the U.S.

(22)Investment Date represents the date of initial investment in the security position.

(23)Shares/Units represent ownership in a related real estate or holding entity.

(24)Investment is not unitized. Presentation is made in percent of fully diluted ownership unless otherwise indicated.

(25)A majority of the variable rate loans in the Investment Portfolio bear interest at a rate that may be determined by reference to either SOFR (“SF”) or an alternate base rate (commonly based on the federal funds rate or the Prime rate (“P”)), which typically resets every one, three, or six months at the borrower’s option. SOFR based contracts may include a credit spread adjustment (the “Adjustment”) that is charged in addition to the stated spread. The Adjustment is applied when the SOFR, plus the Adjustment, exceeds the stated floor rate, as applicable. As of December 31, 2025, SOFR based contracts in the portfolio had Adjustments ranging from 0.10% to 0.26%.

(26)Each new draw or funding on the facility has a different floating rate reset date. The rate presented represents a weighted-average rate for borrowings under the facility, as of December 31, 2025.

(27)Warrants are presented in equivalent shares/units with a strike price of $0.01 per share/unit.

(28)Revolving line of credit facility permits the borrower to make an interest rate election regarding the base rate on each draw under the facility. The rate presented represents a weighted-average rate for borrowings under the facility, as of December 31, 2025.

(29)Index based floating interest rate is subject to contractual maximum base rate of 3.00%.

(30)The position is unfunded and no interest income is being earned as of December 31, 2025. The position may earn a nominal unused facility fee on committed amounts.

(31)Investment is accruing income at the fixed cash rate of 2.50% as of December 31, 2025.

(32)Index based floating interest rate is subject to contractual maximum base rate of 4.00%.

(33)The Fund has entered into an intercreditor agreement that entitles the Fund to the “last out” tranche of the first lien secured loans, whereby the “first out” tranche will receive priority as to the “last out” tranche with respect to payments of principal, interest, and any other amounts due thereunder. Therefore, the Fund receives a higher interest rate than the contractual stated interest rate of 11.80% per the credit agreement and the Consolidated Schedule of Investments above reflects such higher rate.

(34)Effective yield as of December 31, 2025 was approximately 3.42% on the Fidelity Government Portfolio Fund Class III.

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements

(Unaudited)

NOTE A — ORGANIZATION AND BASIS OF PRESENTATION

1.Organization

MSC Income Fund, Inc. (“MSIF” or, together with its consolidated subsidiaries, “MSC Income” or the “Fund”) is a principal investment firm primarily focused on providing debt capital to private (“Private Loan”) companies owned by or in the process of being acquired by a private equity fund (its “Private Loan investment strategy”). MSC Income’s portfolio investments are typically made to support leveraged buyouts, recapitalizations, growth financings, refinancings and acquisitions of companies that operate in diverse industry sectors. MSC Income seeks to partner with private equity fund sponsors in its Private Loan investment strategy and primarily invests in secured debt investments of Private Loan companies generally headquartered in the U.S.

MSC Income also maintains a portfolio of customized long-term debt and equity investments in lower middle market (“LMM”) companies (its “LMM investment portfolio”), and through those investments MSC Income has partnered with entrepreneurs, business owners and management teams in co-investments with Main Street Capital Corporation (“Main Street”), a New York Stock Exchange (“NYSE”) listed business development company (“BDC”), utilizing the customized “one-stop” debt and equity financing solutions provided in Main Street’s LMM investment strategy (the “LMM investment strategy”). Through the LMM investment strategy, MSC Income primarily invested in secured debt investments, equity investments, warrants and other securities of LMM companies typically based in the U.S. Effective upon the MSC Income Listing (as defined below) on January 29, 2025, MSC Income changed its investment strategy for investments in new portfolio companies to be solely focused on its Private Loan investment strategy, rather than its historical focus primarily on the Private Loan investment strategy and secondarily on the LMM investment strategy (as further discussed below).

MSC Income also maintains a legacy portfolio of investments in larger middle market (“Middle Market”) companies (its “Middle Market investment portfolio”) and a limited portfolio of other portfolio (“Other Portfolio”) investments. MSC Income’s Middle Market investments are generally debt investments in companies owned by a private equity fund that were originally issued through a syndication financing process. MSC Income has generally stopped making new Middle Market investments and expects the size of its Middle Market investment portfolio to continue to decline in future periods as its existing Middle Market investments are repaid or sold. MSC Income’s Other Portfolio investments primarily consist of investments that are not consistent with the typical profiles for its Private Loan, LMM or Middle Market portfolio investments, including investments in unaffiliated investment companies and private funds managed by third parties. Similar to its Middle Market investments, MSC Income has generally stopped making new Other Portfolio investments and expects the size of its Other Portfolio to continue to decline in future periods as its existing Other Portfolio investments are repaid or sold.

The “Investment Portfolio,” as used herein, refers to all of MSC Income’s investments in Private Loan portfolio companies, investments in LMM portfolio companies, investments in Middle Market portfolio companies and Other Portfolio investments.

MSIF was formed in November 2011 to operate as an externally managed BDC under the Investment Company Act of 1940, as amended (the “1940 Act”). MSIF has elected to be treated for U.S. federal income tax purposes as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). As a result, MSIF generally does not pay corporate-level U.S. federal income taxes on any net ordinary taxable income or capital gains that it distributes to its stockholders.

On October 28, 2020, MSC Income’s stockholders approved the appointment of MSC Adviser I, LLC (the “Adviser”), which is wholly-owned by Main Street, as MSC Income’s investment adviser and administrator under an Investment Advisory and Administrative Services Agreement dated October 30, 2020 (the “Prior Investment Advisory Agreement”).

On January 29, 2025, MSC Income’s shares of common stock were listed on the NYSE under the ticker symbol “MSIF” (the “MSC Income Listing”).

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

On January 29, 2025, in connection with the MSC Income Listing, MSC Income entered into an Amended and Restated Investment Advisory and Administrative Services Agreement (the “Advisory Agreement”) with the Adviser. The Advisory Agreement was approved by the affirmative vote of the holders of a majority of MSC Income’s outstanding voting securities, as defined in the 1940 Act, at a special meeting of MSC Income’s stockholders held on December 11, 2024 (the “2024 Special Meeting”), and the Advisory Agreement became effective upon the MSC Income Listing. In such role, the Adviser has the responsibility to manage the business of MSC Income, including the responsibility to identify, evaluate, negotiate and structure prospective investments, make investment and portfolio management decisions, monitor its Investment Portfolio and provide ongoing administrative services.

On January 29, 2025, in connection with the MSC Income Listing, the Fund amended and restated its Articles of Amendment and Restatement, as amended, by filing new Articles of Amendment and Restatement of the Fund (the “New Articles”) with the State Department of Assessments and Taxation of the State of Maryland. The New Articles revised the Fund’s charter to, among other things, (i) include a provision that limits the transferability of shares of its common stock outstanding at the time of the MSC Income Listing during the 365-day period following the MSC Income Listing, (ii) reflect an amendment to delete provisions regarding restrictions and requirements applicable to its DRIP (as defined below), (iii) reflect an amendment to delete provisions prohibiting acquisitions of assets in exchange for shares of its common stock and restricting certain transactions between the Fund and the Adviser and its affiliates and (iv) delete certain provisions required by, and remove references to, the NASAA Guidelines in order to conform certain provisions of the Fund’s charter more closely to provisions in the charters of other BDCs whose securities are listed and publicly-traded on a national securities exchange.

On January 30, 2025, in connection with the MSC Income Listing, MSC Income closed a follow-on public offering of 5,500,000 shares of its common stock, at the public offering price of $15.53 per share. In addition, on February 3, 2025, MSC Income issued and sold 825,000 additional shares of its common stock, at the public offering price of $15.53 per share, pursuant to the underwriters’ full exercise of their overallotment option (together with the offering and sale of the 5,500,000 shares, the “MSC Income Offering”). Net of underwriting discounts and commissions and offering costs, the Fund received net cash proceeds of $90.5 million in connection with the MSC Income Offering.

MSIF has certain direct and indirect wholly-owned subsidiaries that have elected to be taxable entities (the “Taxable Subsidiaries”). The primary purpose of the Taxable Subsidiaries is to permit MSIF to hold equity investments in portfolio companies which are “pass-through” entities for tax purposes. MSIF also has certain direct and indirect wholly-owned subsidiaries formed for financing purposes (the “Structured Subsidiaries”).

Unless otherwise noted or the context otherwise indicates, the terms “MSC Income” and the “Fund” refer to MSIF and its consolidated subsidiaries, which include the Taxable Subsidiaries and the Structured Subsidiaries.

2.Basis of Presentation

MSC Income’s consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The Fund is an investment company following accounting and reporting guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 946, Financial Services—Investment Companies (“ASC 946”). For each of the periods presented herein, MSC Income’s consolidated financial statements include the accounts of MSIF and its consolidated subsidiaries. MSC Income’s results of operations for the three months ended March 31, 2026 and 2025, cash flows for the three months ended March 31, 2026 and 2025 and financial position as of March 31, 2026 and December 31, 2025 are presented on a consolidated basis. The effects of all intercompany transactions between MSIF and its consolidated subsidiaries have been eliminated in consolidation.

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

The accompanying unaudited consolidated financial statements of MSC Income are presented in conformity with U.S. GAAP for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Articles 6, 10 and 12 of Regulation S-X. Accordingly, certain disclosures accompanying annual consolidated financial statements prepared in accordance with U.S. GAAP are omitted. The unaudited consolidated financial statements and notes should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2025. In the opinion of management, the unaudited consolidated financial results included herein contain all adjustments, consisting solely of normal recurring accruals, considered necessary for the fair presentation of financial statements for the interim periods included herein. The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the operating results to be expected for the full year. Financial statements prepared on a U.S. GAAP basis require management to make estimates and assumptions that affect the amounts and disclosures reported in the consolidated financial statements and accompanying notes. Such estimates and assumptions could change in the future as more information becomes known, which could impact the amounts reported and disclosed herein.

Principles of Consolidation

Under ASC 946, MSC Income is precluded from consolidating other entities in which MSC Income has equity investments, including those in which it has a controlling interest, unless the other entity is another investment company. An exception to this general principle in ASC 946 occurs if MSC Income holds a controlling interest in an operating company that provides all or substantially all of its services directly to MSC Income. Accordingly, as noted above, MSC Income’s consolidated financial statements include the financial position and operating results for the Taxable Subsidiaries and the Structured Subsidiaries. MSC Income has determined that none of its portfolio investments qualify for this exception. Therefore, MSC Income’s Investment Portfolio is carried on the Consolidated Balance Sheets at fair value (see Note B.1. — Summary of Significant Accounting Policies — Valuation of the Investment Portfolio below) with any adjustments to fair value recognized as “Net Unrealized Appreciation (Depreciation)” until the investment is realized, usually upon exit, resulting in any gain or loss being recognized as a “Net Realized Gain (Loss),” in both cases, on the Consolidated Statements of Operations.

Portfolio Investment Classification

MSC Income classifies its Investment Portfolio in accordance with the requirements of the 1940 Act. Under the 1940 Act, (a) “Control” investments are defined as investments in which MSC Income owns more than 25% of the voting securities or has rights to maintain greater than 50% of the board representation, (b) “Affiliate” investments are defined as investments in which MSC Income owns between 5% and 25% (inclusive) of the voting securities and does not have rights to maintain greater than 50% of the board representation and (c) “Non-Control/Non-Affiliate” investments are defined as investments that are neither Control investments nor Affiliate investments. For purposes of determining the classification of its Investment Portfolio, MSC Income has excluded consideration of any voting securities or board appointment rights held by Main Street or any other advisory clients of the Adviser.

NOTE B — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1.Valuation of the Investment Portfolio

MSC Income accounts for its Investment Portfolio at fair value. As a result, MSC Income follows the provisions of 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 MSC Income 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.

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

MSC Income’s investment strategy calls for it to invest primarily in debt securities issued by Private Loan companies. MSC Income also maintains its LMM investment portfolio and its investment strategy calls for it to invest in future follow-on investments in illiquid debt and equity securities issued by its existing LMM portfolio companies, as or if such opportunities exist. Effective on the date of the MSC Income Listing, the Fund changed its investment strategy with respect to new platform investments to be solely focused on the Private Loan investment strategy. As a result, the size of the LMM investment portfolio is expected to decrease over time as existing LMM investments are repaid or sold in the ordinary course of business. MSC Income also maintains a legacy portfolio of investments in Middle Market companies and a limited portfolio of Other Portfolio investments which are also expected to decrease over time as MSC Income is generally no longer making new Middle Market investments or Other Portfolio investments. MSC Income’s portfolio investments may be subject to restrictions on resale.

Private Loan investments may include investments which have no established market or have established markets that are not active, while LMM investments and Other Portfolio investments generally have no established trading market. Middle Market portfolio investments generally have established markets that are not active. MSC Income determines in good faith the fair value of its Investment Portfolio pursuant to a valuation policy in accordance with ASC 820, with such valuation process approved by its Board of Directors and in accordance with the 1940 Act. MSC Income’s valuation policies and processes are intended to provide a consistent basis for determining the fair value of MSC Income’s Investment Portfolio.

For Private Loan and Middle Market portfolio investments in debt securities for which it has determined that third-party quotes or other independent pricing are not available or appropriate, MSC Income generally estimates the fair value based on the assumptions that it believes hypothetical market participants would use to value the investment in a current hypothetical sale using the yield-to-maturity model (“Yield-to-Maturity”) valuation method. For LMM portfolio investments, MSC Income generally reviews external events, including private mergers, sales and acquisitions involving comparable companies, and includes these events in the valuation process by using an enterprise value waterfall (“Waterfall”) valuation method for its LMM equity investments and an income approach using a Yield-to-Maturity valuation method for its LMM debt investments. For Middle Market portfolio investments in debt securities for which it has determined that third-party quotes or other independent prices are available, MSC Income primarily uses quoted prices in the valuation process. MSC Income determines the appropriateness of the use of third-party broker quotes, if any, in determining fair value based on its understanding of the level of actual transactions used by the broker to develop the quote and whether the quote was an indicative price or binding offer, the depth and consistency of broker quotes and the correlation of changes in broker quotes with underlying performance of the portfolio company and other market indices. For its Other Portfolio equity investments, MSC Income generally calculates the fair value of the investment primarily based on the net asset value (“NAV”) of the investment fund and adjusts the fair value for other factors deemed relevant that would affect the fair value of the investment. All of the valuation approaches for MSC Income’s portfolio investments estimate the value of the investment as if MSC Income were to sell, or exit, the investment as of the measurement date.

These valuation approaches consider the value associated with MSC Income’s ability to control the capital structure of the portfolio company, as well as the timing of a potential exit. For valuation purposes, “control” portfolio investments are composed of debt and equity securities in companies for which MSC Income has a controlling interest in the equity ownership of the portfolio company or the ability to nominate a majority of the portfolio company’s board of directors. For valuation purposes, “non-control” portfolio investments are generally composed of debt and equity securities in companies for which MSC Income does not have a controlling interest in the equity ownership of the portfolio company or the ability to nominate a majority of the portfolio company’s board of directors.

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

Under the Waterfall valuation method, MSC Income estimates the enterprise value of a portfolio company using a combination of market and income approaches or other appropriate valuation methods, such as considering recent transactions in the equity securities of the portfolio company or third-party valuations of the portfolio company, and then performs a Waterfall calculation by allocating the enterprise value over the portfolio company’s securities in order of their preference relative to one another. The enterprise value is the fair value at which an enterprise could be sold in a transaction between two willing parties, other than through a forced or liquidation sale. Typically, privately held companies are bought and sold based on multiples of earnings before interest, taxes, depreciation and amortization (“EBITDA”), cash flows, net income, revenues, or in limited cases, book value. There is no single methodology for estimating enterprise value. For any one portfolio company, enterprise value is generally described as a range of values from which a single estimate of enterprise value is derived. In estimating the enterprise value of a portfolio company, MSC Income analyzes various factors including the portfolio company’s historical and projected financial results. Due to Securities and Exchange Commission (“SEC”) deadlines for MSC Income’s quarterly and annual financial reporting, the operating results of a portfolio company used in the current period valuation are generally the results from the period ended three months prior to such valuation date and may include unaudited, projected, budgeted or pro forma financial information and may require adjustments for non-recurring items or to normalize the operating results that may require significant judgment in determining. In addition, projecting future financial results requires significant judgment regarding future growth assumptions. In evaluating the operating results, MSC Income also analyzes the impact of exposure to litigation, loss of customers or other contingencies. After determining the appropriate enterprise value, MSC Income allocates the enterprise value to investments in order of the legal priority of the various components of the portfolio company’s capital structure. In applying the Waterfall valuation method, MSC Income assumes the loans are paid-off at the principal amount in a change in control transaction and are not assumed by the buyer, which MSC Income believes is consistent with its past transaction history and standard industry practices.

Under the Yield-to-Maturity valuation method, MSC Income also uses the income approach to determine the fair value of debt securities based on projections of the discounted future free cash flows that the debt security will likely generate, including analyzing the discounted cash flows of interest and principal amounts for the debt security, as set forth in the associated loan agreements, as well as the financial position and credit risk of the portfolio company. MSC Income’s estimate of the expected repayment date of its debt securities is generally the maturity date of the instrument, as MSC Income generally intends to hold its loans and debt securities to maturity. The Yield-to-Maturity analysis also considers changes in leverage levels, credit quality, portfolio company performance, changes in market-based interest rates and other factors. MSC Income will generally use the value determined by the Yield-to-Maturity analysis as the fair value for that security; however, because of MSC Income’s general intent to hold its loans to maturity, the fair value will not exceed the principal amount of the debt security valued using the Yield-to-Maturity valuation method. A change in the assumptions that MSC Income uses to estimate the fair value of its debt securities using the Yield-to-Maturity valuation method could have a material impact on the determination of fair value. If there is deterioration in credit quality or if a debt security is in workout status, MSC Income may consider other factors in determining the fair value of the debt security, including the value attributable to the debt security from the enterprise value of the portfolio company or the proceeds that would most likely be received in a liquidation analysis.

Under the NAV valuation method, for an investment in an investment fund that does not have a readily determinable fair value, MSC Income measures the fair value of the investment predominately based on the NAV of the investment fund as of the measurement date and adjusts the investment’s fair value for factors known to MSC Income that would affect that fund’s NAV, including, but not limited to, fair values for individual investments held by the fund if MSC Income holds the same investment or for a publicly traded investment. In addition, in determining the fair value of the investment, MSC Income considers whether adjustments to the NAV are necessary in certain circumstances, based on the analysis of any restrictions on redemption of MSC Income’s investment as of the measurement date, recent actual sales or redemptions of interests in the investment fund, and expected future cash flows available to equity holders, including the rate of return on those cash flows compared to an implied market return on equity required by market participants, or other uncertainties surrounding MSC Income’s ability to realize the full NAV of its interests in the investment fund.

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

Pursuant to its internal valuation process and the requirements under the 1940 Act, MSC Income performs valuation procedures on each of its portfolio investments quarterly. In addition to its internal valuation process, in arriving at estimates of fair value for its investments in its Private Loan portfolio companies, MSC Income, among other things, consults with a nationally recognized independent financial advisory services firm (the “Financial Advisory Firm”). The Financial Advisory Firm analyzes and provides observations, recommendations and an assurance certification regarding MSC Income’s determinations of the fair value of its Private Loan portfolio company investments. The Financial Advisory Firm is generally consulted relative to MSC Income’s investments in each Private Loan portfolio company at least once every calendar year, and for MSC Income’s investments in new Private Loan portfolio companies, at least once in the twelve-month period subsequent to the initial investment. In certain instances, MSC Income may determine that it is not cost-effective, and as a result is not in its stockholders’ best interest, to consult with the Financial Advisory Firm on its investments in one or more Private Loan portfolio companies. Such instances include, but are not limited to, situations where the fair value of MSC Income’s investment in a Private Loan portfolio company is determined to be insignificant relative to the total Investment Portfolio. MSC Income consulted with and received an assurance certification from the Financial Advisory Firm in arriving at its determination of fair value for its investments in a total of 15 and 13 Private Loan portfolio companies as of March 31, 2026 and 2025, respectively, representing 30% and 26% of the total Private Loan portfolio at fair value as of March 31, 2026 and 2025, respectively. A total of 60 Private Loan portfolio companies were reviewed and certified by the Financial Advisory Firm as of the end of a fiscal quarter during the trailing twelve months ended March 31, 2026, representing 83% of the total Private Loan portfolio at fair value as of March 31, 2026. Excluding its investments in Private Loan portfolio companies that, as of March 31, 2026, had not been in the Investment Portfolio for at least twelve months subsequent to the initial investment, 97% of the Private Loan portfolio at fair value was reviewed and certified by the Financial Advisory Firm during the trailing twelve months ended March 31, 2026.

For valuation purposes, all of MSC Income’s Private Loan portfolio investments are non-control investments. For Private Loan portfolio investments for which it has determined that third-party quotes or other independent pricing are not available or appropriate, MSC Income generally estimates the fair value based on the assumptions that it believes hypothetical market participants would use to value such Private Loan debt investments in a current hypothetical sale using the Yield-to-Maturity valuation method and such Private Loan equity investments in a current hypothetical sale using the Waterfall valuation method.

In addition to its internal valuation process, in arriving at estimates of fair value for its investments in its LMM portfolio companies, MSC Income, among other things, consults with the Financial Advisory Firm. The Financial Advisory Firm analyzes and provides observations, recommendations and an assurance certification regarding MSC Income’s determinations of the fair value of its LMM portfolio company investments. The Financial Advisory Firm is generally consulted relative to MSC Income’s investments in each LMM portfolio company at least once every calendar year, and for MSC Income’s investments in new LMM portfolio companies, at least once in the twelve-month period subsequent to the initial investment. In certain instances, MSC Income may determine that it is not cost-effective, and as a result is not in its stockholders’ best interest, to consult with the Financial Advisory Firm on its investments in one or more LMM portfolio companies. Such instances include, but are not limited to, situations where the fair value of MSC Income’s investment in a LMM portfolio company is determined to be insignificant relative to the total Investment Portfolio. MSC Income consulted with and received an assurance certification from the Financial Advisory Firm in arriving at its determination of fair value for its investments in a total of 13 and 12 LMM portfolio companies as of March 31, 2026 and 2025, respectively, representing 30% and 26% of the total LMM portfolio at fair value as of March 31, 2026 and 2025, respectively. A total of 48 LMM portfolio companies were reviewed and certified by the Financial Advisory Firm as of the end of a fiscal quarter during the trailing twelve months ended March 31, 2026, representing 96% of the total LMM portfolio at fair value as of March 31, 2026. Excluding its investments in LMM portfolio companies whose primary purpose is to own real estate for which a third-party appraisal is obtained on at least an annual basis, 99% of the LMM portfolio at fair value was reviewed and certified by the Financial Advisory Firm during the trailing twelve months ended March 31, 2026.

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

For valuation purposes, all of MSC Income’s Middle Market portfolio investments are non-control investments. To the extent sufficient observable inputs are available to determine fair value, MSC Income uses observable inputs to determine the fair value of these investments through obtaining third-party quotes or other independent pricing. For Middle Market portfolio investments for which it has determined that third-party quotes or other independent pricing are not available or appropriate, MSC Income generally estimates the fair value based on the assumptions that it believes hypothetical market participants would use to value such Middle Market debt investments in a current hypothetical sale using the Yield-to-Maturity valuation method and such Middle Market equity investments in a current hypothetical sale using the Waterfall valuation method. MSC Income generally consults on a limited basis with the Financial Advisory Firm in connection with determining the fair value of its Middle Market portfolio investments due to the nature of these investments. The vast majority (86% and 85% as of March 31, 2026 and December 31, 2025, respectively) of the Middle Market portfolio investments (i) are valued using third-party quotes or other independent pricing services or (ii) MSC Income has consulted with and received an assurance certification from the Financial Advisory Firm within the last twelve months.

For valuation purposes, all of MSC Income’s Other Portfolio investments are non-control investments. MSC Income’s Other Portfolio investments comprised 1.1% and 1.2% of MSC Income’s Investment Portfolio at fair value as of March 31, 2026 and December 31, 2025, respectively. Similar to the LMM investment portfolio, market quotations for Other Portfolio equity investments are generally not readily available. For its Other Portfolio equity investments, MSC Income generally determines the fair value of these investments using the NAV valuation method.

Due to the inherent uncertainty in the valuation process, MSC Income’s determination of fair value for its Investment Portfolio may differ materially from the values that would have been determined had a ready market for the securities existed. In addition, changes in the market environment, portfolio company performance and other events that may occur over the lives of the investments may cause the gains or losses ultimately realized on these investments to be materially different than the valuations currently assigned. MSC Income determines the fair value of each individual investment and records changes in fair value as unrealized appreciation or depreciation.

MSC Income uses an internally developed portfolio investment rating system in connection with its investment oversight, portfolio management and analysis and investment valuation procedures for its Private Loan, LMM and Middle Market portfolio companies. This system takes into account both quantitative and qualitative factors of each Private Loan, LMM and Middle Market portfolio company.

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. MSC Income’s Board of Directors has approved policies and procedures pursuant to Rule 2a-5 (the “Valuation Procedures”) and has designated the Adviser, led by a group of its executive officers, to serve as the Board of Directors’ valuation designee. MSC Income believes its Investment Portfolio as of March 31, 2026 and December 31, 2025 approximates fair value as of those dates based on the markets in which it operates and other conditions in existence on those reporting dates.

2.Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the period. Actual results may differ from these estimates under different conditions or assumptions. Additionally, as explained in Note B.1. — Summary of Significant Accounting Policies — Valuation of the Investment Portfolio, the consolidated financial statements include investments in the Investment Portfolio whose values have been estimated by MSC Income, pursuant to the Valuation Procedures, in the absence of readily ascertainable market values. Because of the inherent uncertainty of the Investment Portfolio valuations, those estimated values may differ materially from the values that would have been determined had a ready market for the securities existed.

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

Macroeconomic factors, including pandemics, risk of recession, inflation, supply chain constraints or disruptions, geopolitical disruptions, uncertainty with respect to the imposition of tariffs on and trade disputes with certain countries and changing market index interest rates, and the related effect on the U.S. and global economies, have impacted, and may continue to impact, the businesses and operating results of certain of MSC Income’s portfolio companies. As a result of these and other current effects of macroeconomic factors, as well as the uncertainty regarding the extent and duration of their impact, the valuation of MSC Income’s Investment Portfolio has and may continue to experience increased volatility.

3.Cash and Cash Equivalents

Cash and cash equivalents consist of cash and highly liquid investments with an original maturity of three months or less at the date of purchase. Cash and cash equivalents are carried at cost, which approximates fair value. As of March 31, 2026 and December 31, 2025, the Fund had $8.7 million and $11.1 million, respectively, of cash equivalents invested in AAA-rated money market funds pending investment in the Fund’s primary investment strategies. These highly liquid investments are included in the Consolidated Schedule of Investments.

As of March 31, 2026 and December 31, 2025, cash balances totaling $5.9 million and $8.5 million, respectively, exceeded Federal Deposit Insurance Corporation insurance protection levels, subjecting the Fund to risk related to the uninsured balance.

4.Interest, Dividend and Fee Income

MSC Income records interest and dividend income on the accrual basis to the extent amounts are expected to be collected. Dividend income is recorded when dividends are declared by the portfolio company or at such other time that an obligation exists for the portfolio company to make a distribution. MSC Income evaluates accrued interest and dividend income periodically for collectability. When a loan or debt security becomes 90 days or more past due, and if MSC Income otherwise does not expect the debtor to be able to service its debt obligation, MSC Income 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 sold or written off, MSC Income removes it from non-accrual status. Generally, any interest payments received for investments on non-accrual status reduce the cost basis of the investment and are not recorded as income.

As of March 31, 2026, investments on non-accrual status were $15.1 million at fair value and $55.0 million at cost and comprised 1.1% and 4.2% of MSC Income’s total Investment Portfolio at fair value and cost, respectively. As of December 31, 2025, investments on non-accrual status were $13.7 million at fair value and $49.0 million at cost and comprised 1.0% and 3.9% of MSC Income’s total Investment Portfolio at fair value and cost, respectively.

MSC Income holds certain debt and preferred equity instruments in its 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.8. — Summary of Significant Accounting Policies — Income Taxes below), these non-cash sources of income may need to be paid out to stockholders in the form of distributions, even though MSC Income may not have collected the PIK interest and cumulative dividends in cash. MSC Income stops accruing PIK interest and cumulative dividends and writes off any accrued and uncollected interest and dividends in arrears when it determines that such PIK interest and dividends in arrears are no longer collectible. For the three months ended March 31, 2026 and 2025, (i) 7.3% and 5.8%, respectively, of MSC Income’s total investment income was attributable to PIK interest income not paid currently in cash and (ii) 0.8% and 0.2%, respectively, of MSC Income’s total investment income was attributable to cumulative dividend income not paid currently in cash.

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

MSC Income may periodically provide services, including structuring and advisory services, to its 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.

A presentation of total investment income MSC Income earned from its Investment Portfolio in each of the periods presented is as follows:

			Three Months Ended March 31,
			2026						2025
			(in thousands)
Interest, dividend and fee income:
Interest income			$	29,379					$	27,424
Dividend income			3,538						5,142
Fee income			1,170						661
Total investment income			$	34,087					$	33,227

5.Deferred Financing Costs

Deferred financing costs include commitment fees and other direct costs incurred in connection with arranging MSC Income’s borrowings. Deferred financing costs incurred in connection with the Credit Facilities (as defined in Note D — Debt) are capitalized as an asset. Deferred financing costs incurred in connection with the October 2026 Notes and the May 2029 Notes (as defined in Note D — Debt) are reflected as a direct deduction from the principal amount outstanding.

6.Equity Offering Costs

The Fund’s offering costs are charged against the proceeds from equity offerings when the proceeds are received.

7.Unearned Income — Debt Origination Fees and Original Issue Discount and Discounts / Premiums to Par Value

MSC Income capitalizes debt origination fees received in connection with financings and reflects such fees as unearned income netted against the applicable debt investments. The unearned income from the fees is accreted into income over the life of the financing.

In connection with its portfolio debt investments, MSC Income sometimes receives nominal cost warrants or warrants with an exercise price below the fair value of the underlying equity (together, “nominal cost equity”) that are valued as part of the negotiation process with the particular portfolio company. When MSC Income receives nominal cost equity, it allocates its cost basis in its investment between its debt security and its nominal cost equity at the time of origination based on amounts negotiated with the particular portfolio company. The allocated amounts are based upon the fair value of the nominal cost equity, which is then used to determine the allocation of cost to the debt security. Any discount recorded on a debt investment resulting from this allocation is reflected as unearned income, which is netted against the applicable debt investment, and accreted into interest income over the life of the debt investment. The actual collection of this interest is deferred until the time of debt principal repayment.

MSC Income may also purchase debt securities at a discount or at a premium to the par value of the debt security. In the case of a purchase at a discount, MSC Income records the investment at the par value of the debt security net of the discount, and the discount is accreted into interest income over the life of the debt investment. In the case of a purchase at a premium, MSC Income records the investment at the par value of the debt security plus the premium, and the premium is amortized as a reduction to interest income over the life of the debt investment.

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

To maintain RIC tax treatment (see Note B.8. — Summary of Significant Accounting Policies — Income Taxes below), these non-cash sources of income may need to be paid out to stockholders in the form of distributions, even though MSC Income may not have collected the interest income. For the three months ended March 31, 2026 and 2025, 2.6% and 2.3%, respectively, of MSC Income’s total investment income was attributable to interest income from the accretion of discounts associated with debt investments, net of any premium amortization.

8.Income Taxes

MSIF has elected to be treated for U.S. federal income tax purposes as a RIC. MSIF’s taxable income includes the taxable income generated by MSIF and certain of its subsidiaries, including the Structured Subsidiaries, which are treated as disregarded entities for tax purposes. As a RIC, MSIF generally will not pay corporate-level U.S. federal income taxes on any net ordinary taxable income or capital gains that MSIF distributes to its stockholders. MSIF must generally distribute at least 90% of its “investment company taxable income” (which is generally its net ordinary taxable income and realized net short-term capital gains in excess of realized net long-term capital losses) and 90% of its tax-exempt income to maintain its RIC status (pass-through tax treatment for amounts distributed). As part of maintaining RIC status, undistributed taxable income (subject to a 4% non-deductible U.S. federal excise tax) pertaining to a given fiscal year may be distributed up to twelve months subsequent to the end of that fiscal year, provided such dividends are declared on or prior to the later of (i) the filing of the U.S. federal income tax return for the applicable fiscal year or (ii) the fifteenth day of the ninth month following the close of the year in which such taxable income was generated.

The Taxable Subsidiaries primarily hold certain equity investments for MSC Income. The Taxable Subsidiaries permit MSC Income to hold equity investments in portfolio companies which are “pass-through” entities for tax purposes and to continue to comply with the “source-of-income” requirements contained in the RIC tax provisions of the Code. The Taxable Subsidiaries are consolidated with MSC Income for U.S. GAAP financial reporting purposes, and the portfolio investments held by the Taxable Subsidiaries are included in MSC Income’s consolidated financial statements as portfolio investments and recorded at fair value. The Taxable Subsidiaries are not consolidated with MSIF for income tax purposes and may generate income tax expense, or benefit, and tax assets and liabilities, as a result of their ownership of certain portfolio investments. The taxable income, or loss, of the Taxable Subsidiaries may differ from their book income, or loss, due to temporary book and tax timing differences and permanent differences. The Taxable Subsidiaries are each taxed at corporate income tax rates based on their taxable income. The income tax expense, or benefit, if any, and the related tax assets and liabilities, of the Taxable Subsidiaries are reflected in MSC Income’s consolidated financial statements.

The Taxable Subsidiaries use the liability method in accounting for income taxes. Deferred tax assets and liabilities are recorded for temporary differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements, using statutory tax rates in effect for the year in which the temporary differences are expected to reverse. A valuation allowance is provided, if necessary, against deferred tax assets when it is more likely than not that some portion or all of the deferred tax asset will not be realized. MSC Income’s net assets as included on the Consolidated Balance Sheets and Consolidated Statements of Changes in Net Assets include an adjustment to classification as a result of permanent book-to-tax differences, which include differences in the book and tax treatment of income and expenses.

Taxable income generally differs from net income for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses. Taxable income generally excludes net unrealized appreciation or depreciation, as investment gains or losses are not included in taxable income until they are realized.

9.Net Realized Gains or Losses and Net Unrealized Appreciation or Depreciation

Realized gains or losses are measured by the difference between the net proceeds from the sale or redemption of an investment or a financial instrument and the cost basis of the investment or financial instrument, without regard to unrealized appreciation or depreciation previously recognized, and includes investments written-off during the period net of recoveries and realized gains or losses from in-kind redemptions. Net unrealized appreciation or depreciation reflects the net change in the fair value of the Investment Portfolio and financial instruments and the reclassification of any prior period unrealized appreciation or depreciation on exited investments and financial instruments to realized gains or losses.

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

10.Fair Value of Financial Instruments

Fair value estimates are made at discrete points in time based on relevant information. These estimates may be subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. MSC Income believes that the carrying amounts of its financial instruments, consisting of cash and cash equivalents, receivables, payables and other liabilities approximate the fair values of such items due to the short-term nature of these instruments.

MSC Income’s debt instruments, including all revolving and term debt, are accounted for on a historical cost basis as applicable under U.S. GAAP. As also required under U.S. GAAP, MSC Income discloses the estimated fair value of its debt obligations in Note D — Debt. To estimate the fair value of MSC Income’s October 2026 Notes and May 2029 Notes as disclosed in Note D — Debt, MSC Income uses the Yield-to-Maturity valuation method based on projections of the discounted future free cash flows that the debt security will likely generate, including both the discounted cash flows of the associated interest and principal amounts for the debt security. The inputs used to value MSC Income’s debt instruments for purposes of the fair value estimate disclosures in Note D — Debt are considered to be Level 2 according to the ASC 820 fair value hierarchy.

11.Earnings Per Share

Basic and diluted per share calculations, including net increase in net assets resulting from operations per share and net investment income per share, are computed utilizing the weighted-average number of shares of common stock outstanding for the period.

12.Segments

MSC Income operates as a single segment with a principal investment objective to maximize total return, primarily by generating current income from debt investments and, to a lesser extent, by generating current income and capital appreciation from equity and equity-related investments. The Adviser’s Investment Committee and the Fund’s Chief Executive Officer collectively perform the function that allocates resources and assesses performance, and thus together, serve as the Fund’s chief operating decision maker (the “CODM”). Among other metrics, the CODM uses net investment income as a primary U.S. GAAP profit or loss metric used in making operating decisions, which can be found on the Consolidated Statement of Operations along with significant expenses. The measure of segment assets is reported on the Consolidated Balance Sheets as total assets.

13.Recently Issued or Adopted Accounting Standards

From time to time, new accounting pronouncements are issued by the FASB or other standards-setting bodies that are adopted by the Fund as of the specified effective date. The Fund believes that the impact of recently issued standards and any that are not yet effective will not have a material impact on its consolidated financial statements upon adoption.

NOTE C — FAIR VALUE HIERARCHY FOR INVESTMENTS — PORTFOLIO COMPOSITION

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. MSC Income accounts for its investments at fair value.

Fair Value Hierarchy

In accordance with ASC 820, MSC Income has categorized its investments based on the priority of the inputs to the valuation technique into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical investments (Level 1) and the lowest priority to unobservable inputs (Level 3).

Investments recorded on MSC Income’s Consolidated Balance Sheets are categorized based on the inputs to the valuation techniques as follows:

Level 1 — Investments whose values are based on unadjusted quoted prices for identical assets in an active market that MSC Income has the ability to access (examples include investments in active exchange-traded equity securities and investments in most U.S. government and agency securities).

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

Level 2 — Investments whose values are based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the investment. Level 2 inputs include the following:

•Quoted prices for similar assets in active markets (for example, investments in restricted stock);

•Quoted prices for identical or similar assets in non-active markets (for example, investments in thinly traded public companies);

•Pricing models whose inputs are observable for substantially the full term of the investment (for example, market interest rate indices); and

•Pricing models whose inputs are derived principally from, or corroborated by, observable market data through correlation or other means for substantially the full term of the investment.

Level 3 — Investments whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement (for example, investments in illiquid securities issued by privately held companies). These inputs reflect management’s own assumptions about the assumptions a market participant would use in pricing the investment.

As required by ASC 820, when the inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement in its entirety. For example, a Level 3 fair value measurement may include inputs that are observable (Levels 1 and 2) and unobservable (Level 3). Therefore, unrealized appreciation and depreciation related to such investments categorized within the Level 3 tables below may include changes in fair value that are attributable to both observable inputs (Levels 1 and 2) and unobservable inputs (Level 3).

As of March 31, 2026 and December 31, 2025, all of MSC Income’s Private Loan portfolio investments consisted of illiquid securities issued by privately held companies. The fair value determination for these investments consisted of 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. As a result, all of MSC Income’s Private Loan portfolio investments were categorized as Level 3 as of March 31, 2026 and December 31, 2025.

As of March 31, 2026 and December 31, 2025, all of MSC Income’s LMM portfolio investments consisted of illiquid securities issued by privately held companies and the fair value determination for these investments primarily consisted of unobservable inputs. As a result, all of MSC Income’s LMM portfolio investments were categorized as Level 3 as of March 31, 2026 and December 31, 2025.

As of March 31, 2026 and December 31, 2025, MSC Income’s Middle Market portfolio investments consisted primarily of investments in secured and unsecured debt investments and independently rated debt investments. The fair value determination for these investments consisted of 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. As a result, all of MSC Income’s Middle Market portfolio investments were categorized as Level 3 as of March 31, 2026 and December 31, 2025.

As of March 31, 2026 and December 31, 2025, all of MSC Income’s Other Portfolio investments consisted of illiquid securities issued by privately held entities and the fair value determination for these investments primarily consisted of unobservable inputs. As a result, all of MSC Income’s Other Portfolio investments were categorized as Level 3 as of March 31, 2026 and December 31, 2025.

As of March 31, 2026 and December 31, 2025, all money market funds included in cash and cash equivalents were valued using Level 1 inputs.

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

The fair value determination of each portfolio investment categorized as Level 3 required one or more of the following unobservable inputs:

•Financial information obtained from each portfolio company, including unaudited statements of operations and balance sheets for the most recent period available as compared to budgeted financial information;

•Current and projected financial condition of the portfolio company;

•Current and projected ability of the portfolio company to service its debt obligations;

•Type and amount of collateral, if any, underlying the investment;

•Current financial ratios (e.g., fixed charge coverage ratio, interest coverage ratio and net debt/EBITDA ratio) applicable to the investment;

•Current liquidity of the investment and related financial ratios (e.g., current ratio and quick ratio);

•Pending debt or capital restructuring of the portfolio company;

•Projected operating results of the portfolio company;

•Current information regarding any offers to purchase the investment;

•Current ability of the portfolio company to raise any additional financing as needed;

•Changes in the economic environment which may have a material impact on the operating results of the portfolio company;

•Internal occurrences that may have an impact (both positive and negative) on the operating performance of the portfolio company;

•Qualitative assessment of key management;

•Contractual rights, obligations or restrictions associated with the investment; and

•Other factors deemed relevant.

The use of significant unobservable inputs creates uncertainty in the measurement of fair value as of the reporting date. The significant unobservable inputs used in the fair value measurement of MSC Income’s LMM equity securities, which are generally valued through an average of the discounted cash flow technique and the market comparable/enterprise value technique (unless one of these approaches is determined to not be appropriate), are (i) EBITDA multiples and (ii) the weighted-average cost of capital (“WACC”). Significant increases (decreases) in EBITDA multiple inputs in isolation would result in a significantly higher (lower) fair value measurement, and significant increases (decreases) in WACC inputs in isolation would result in a significantly lower (higher) fair value measurement. The significant unobservable inputs used in the fair value measurement of MSC Income’s Private Loan, LMM and Middle Market debt securities are (i) risk adjusted discount rates used in the Yield-to-Maturity valuation technique (see Note B.1. — Summary of Significant Accounting Policies — Valuation of the Investment Portfolio) and (ii) the percentage of expected principal recovery. Significant increases (decreases) in any of these discount rates in isolation would result in a significantly lower (higher) fair value measurement. Significant increases (decreases) in any of these expected principal recovery percentages in isolation would result in a significantly higher (lower) fair value measurement. However, due to the nature of certain investments, fair value measurements may be based on other criteria, such as third-party appraisals of collateral and fair values as determined by independent third parties, which are not presented in the tables below.

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

A summary of the significant unobservable inputs used in the fair value measurement of MSC Income’s Level 3 portfolio investments as of March 31, 2026 and December 31, 2025 is as follows:

Type of Investment						Fair Value as of March 31, 2026 (in thousands)						Valuation Technique						Significant Unobservable Inputs						Range (3)						Weighted-Average (3)(4)						Median (3)
Equity investments						$	317,983					Discounted cash flow						WACC						11.4% - 22.3%						14.6%						15.1%
												Market comparable / Enterprise value						EBITDA multiple (1)						5.0x - 9.0x (2)						7.3x						7.0x
Debt investments						$	1,046,617					Discounted cash flow						Risk adjusted discount rate (5)						7.5% - 18.0% (2)						12.2%						11.3%
																		Expected principal recovery percentage						0.1% - 500.0%						99.9%						100.0%
Debt investments						$	4,602					Market approach						Third-party quote						14.5 - 61.4						44.7						41.2
Total Level 3 investments						$	1,369,202

_____________________

(1)EBITDA may include pro forma adjustments and/or other add-backs based on specific circumstances related to each investment.

(2)Range excludes outliers that are greater than one standard deviation from the mean. Including these outliers, the range for EBITDA multiple is 2.0x - 13.5x and the range for risk adjusted discount rate is 5.4% - 32.6%.

(3)Does not include investments for which the valuation technique does not include the use of the applicable fair value input.

(4)Weighted-Average is calculated for each significant unobservable input based on the applicable security’s fair value.

(5)Discount rate includes the effect of the standard SOFR base rate, as applicable.

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

Type of Investment						Fair Value as of December 31, 2025 (in thousands)						Valuation Technique						Significant Unobservable Inputs						Range (3)						Weighted-Average (3)(4)						Median (3)
Equity investments						$	317,892					Discounted cash flow						WACC						11.4% - 22.2%						14.5%						15.0%
												Market comparable / Enterprise value						EBITDA multiple (1)						5.0x - 8.9x (2)						7.1x						7.0x
Debt investments						$	1,012,883					Discounted cash flow						Risk adjusted discount rate (5)						7.5% - 18.0% (2)						12.0%						11.3%
																		Expected principal recovery percentage						0.0% - 500.0%						100.0%						100.0%
Debt investments						$	4,612					Market approach						Third-party quote						14.5 - 63.0						45.1						40.8
Total Level 3 investments						$	1,335,387

_____________________

(1)EBITDA may include pro forma adjustments and/or other add-backs based on specific circumstances related to each investment.

(2)Range excludes outliers that are greater than one standard deviation from the mean. Including these outliers, the range for EBITDA multiple is 1.2x - 13.5x and the range for risk adjusted discount rate is 5.4% - 40.4%.

(3)Does not include investments for which the valuation technique does not include the use of the applicable fair value input.

(4)Weighted-Average is calculated for each significant unobservable input based on the applicable security’s fair value.

(5)Discount rate includes the effect of the standard SOFR base rate, as applicable.

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

A summary of changes in the fair value of MSC Income’s Level 3 portfolio investments for the three months ended March 31, 2026 and 2025 is as follows (in thousands):

Type of Investment						Fair Value as of December 31, 2025						Transfers Into (Out of) Level 3 Hierarchy						Redemptions/ Repayments						New Investments						Net Changes from Unrealized to Realized						Net Unrealized Appreciation (Depreciation)						Other (1)						Fair Value as of March 31, 2026
Debt						$	1,017,495					$	—					$	(33,081)					$	75,643					$	(656)					$	(8,162)					$	(20)					$	1,051,219
Equity						310,102						—						(8,470)						2,516						676						5,449						20						310,293
Equity Warrant						7,790						—						—						—						—						(100)						—						7,690
						$	1,335,387					$	—					$	(41,551)					$	78,159					$	20					$	(2,813)					$	—					$	1,369,202

______________________

(1)Includes the impact of non-cash conversions. These transactions represent non-cash investing activities. See additional cash flow information in the Consolidated Statements of Cash Flows.

Type of Investment						Fair Value as of December 31, 2024						Transfers Into (Out of) Level 3 Hierarchy						Redemptions/ Repayments						New Investments						Net Changes from Unrealized to Realized						Net Unrealized Appreciation (Depreciation)						Other (1)						Fair Value as of March 31, 2025
Debt						$	895,676					$	—					$	(74,862)					$	144,667					$	23,520					$	(7,955)					$	(11,612)					$	969,434
Equity						277,553						—						(6,617)						1,397						(2,289)						4,295						11,612						285,951
Equity Warrant						4,278						—						—						—						—						1,190						—						5,468
						$	1,177,507					$	—					$	(81,479)					$	146,064					$	21,231					$	(2,470)					$	—					$	1,260,853

_____________________

(1)Includes the impact of non-cash conversions. These transactions represent non-cash investing activities. See additional cash flow information in the Consolidated Statements of Cash Flows.

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

As of March 31, 2026 and December 31, 2025, MSC Income’s investments at fair value were categorized as follows in the fair value hierarchy for ASC 820 purposes:

												Fair Value Measurements
												(in thousands)
March 31, 2026						Fair Value						Quoted Prices in Active Markets for Identical Assets (Level 1)						Significant Other Observable Inputs (Level 2)						Significant Unobservable Inputs (Level 3)
Private Loan portfolio investments						$	823,061					$	—					$	—					$	823,061
LMM portfolio investments						507,583						—						—						507,583
Middle Market portfolio investments						22,995						—						—						22,995
Other Portfolio investments						15,563						—						—						15,563
Total investments						$	1,369,202					$	—					$	—					$	1,369,202

												Fair Value Measurements
												(in thousands)
December 31, 2025						Fair Value						Quoted Prices in Active Markets for Identical Assets (Level 1)						Significant Other Observable Inputs (Level 2)						Significant Unobservable Inputs (Level 3)
Private Loan portfolio investments						$	808,957					$	—					$	—					$	808,957
LMM portfolio investments						487,593						—						—						487,593
Middle Market portfolio investments						23,307						—						—						23,307
Other Portfolio investments						15,530						—						—						15,530
Total investments						$	1,335,387					$	—					$	—					$	1,335,387

Investment Portfolio Composition

MSC Income’s principal investment objective is to maximize its portfolio’s total return, primarily by generating current income from its debt investments and, to a lesser extent, by generating current income and capital appreciation from its equity and equity-related investments, including warrants, convertible securities and other rights to acquire equity securities in a portfolio company. MSC Income seeks to achieve its investment objective primarily through its Private Loan investment strategy and secondarily through its LMM investment portfolio.

MSC Income’s Private Loan investment strategy is focused on investments in secured debt in privately held companies that generally have annual revenues between $25 million and $500 million, and its Private Loan investments generally range in size from $1 million to $30 million. MSC Income’s Private Loan investments primarily consist of debt securities that have primarily been originated directly by the Adviser or, to a lesser extent, through the Adviser’s strategic relationships with other investment funds on a collaborative basis through investments that are often referred to in the debt markets as “club deals” because of the small lender group size. In both cases, MSC Income’s Private Loan investments are typically made in a company owned by or in the process of being acquired by a private equity fund. MSC Income’s Private Loan portfolio debt investments are generally secured by a first priority lien on the assets of the portfolio company and typically have a term of between three and seven years from the original investment date. MSC Income may also co-invest with Main Street and the private equity fund in the equity securities of its Private Loan portfolio companies.

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

MSC Income maintains a LMM investment portfolio with investments in secured debt and equity investments in privately held, LMM companies based in the U.S. MSC Income’s LMM portfolio companies generally have annual revenues between $10 million and $150 million, and its LMM investments generally range in size from $1 million to $30 million. The LMM portfolio debt investments are generally secured by a first priority lien on the assets of the portfolio company, can include either fixed or floating interest rates and generally have a term of between five and seven years from the original investment date. MSC Income typically makes direct equity investments and/or receives nominally priced equity warrants in connection with a LMM portfolio company debt investment.

In connection with the MSC Income Listing, the Fund changed its investment strategy with respect to new platform investments to be solely focused on the Private Loan investment strategy. As a result, the size of the Fund’s LMM investment portfolio is expected to decrease over time as existing LMM investments are repaid or sold in the ordinary course of business. The Fund does, however, plan to continue executing follow-on investments in its existing LMM portfolio companies going forward in accordance with its existing SEC order for co-investment exemptive relief.

MSC Income also maintains a legacy portfolio of investments in Middle Market companies. MSC Income’s Middle Market investments are generally debt investments in companies owned by a private equity fund that were originally issued through a syndication financing process. MSC Income has generally stopped making new Middle Market investments and expects the size of its Middle Market investment portfolio to continue to decline in future periods as its existing Middle Market investments are repaid or sold. MSC Income’s Middle Market debt investments generally range in size from $1 million to $20 million, are generally secured by a first priority lien on the assets of the portfolio company and typically have an expected duration of between three and seven years from the original investment date.

MSC Income’s Other Portfolio investments primarily consist of investments that are not consistent with the typical profiles for its Private Loan, LMM or Middle Market portfolio investments, including investments in unaffiliated investment companies and private funds managed by third parties. In the Other Portfolio, MSC Income may incur indirect fees and expenses in connection with investments managed by third parties, such as investments in other investment companies or private funds. For Other Portfolio investments, MSC Income generally receives distributions related to the assets held by the portfolio company. Those assets are typically expected to be realized over a five to ten-year period. Similar to its Middle Market investments, the Fund has generally stopped making new Other Portfolio investments and expects the size of its Other Portfolio to continue to decline in future periods as existing Other Portfolio investments are repaid or sold.

Based upon MSC Income’s liquidity and capital structure management activities, MSC Income’s Investment Portfolio may also periodically include short-term portfolio investments that are atypical of MSC Income’s Private Loan and LMM portfolio investments in that they are intended to be a short-term deployment of capital. Those assets are typically expected to be realized in one year or less. These short-term portfolio investments are not expected to be a significant portion of the overall Investment Portfolio.

Investment income, consisting of interest, dividends and fees, can fluctuate dramatically due to various factors, including the level of new investment activity, repayments of debt investments or sales of equity interests. Investment income in any given year could also be highly concentrated among several portfolio companies. For the three months ended March 31, 2026 and 2025, MSC Income did not record investment income from any single portfolio company in excess of 10% of total investment income.

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

A summary of MSC Income’s Private Loan and LMM portfolio investments as of March 31, 2026 and December 31, 2025 is as follows (this information excludes Middle Market and Other Portfolio investments, which are discussed further below):

			March 31, 2026
			Private Loan						LMM (a)
			(dollars in millions)
Number of portfolio companies			80						55
Fair value			$	823.1					$	507.6
Cost			$	843.1					$	399.7
Debt investments as a % of portfolio (at cost)			93.1		%				71.3		%
Equity investments as a % of portfolio (at cost)			6.9		%				28.7		%
% of debt investments at cost secured by first priority lien			99.5		%				99.9		%
Weighted-average annual effective yield (b)			10.5		%				12.6		%
Average EBITDA (c)			$	30.6					$	12.1

___________________

(a)As of March 31, 2026, MSC Income had equity ownership in all of its LMM portfolio companies, and the 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 March 31, 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 March 31, 2026. The weighted-average annual effective yield on MSC Income’s debt portfolio as of March 31, 2026, including debt investments on non-accrual status, was 10.1% for its Private Loan portfolio investments and 11.9% for its LMM portfolio investments. The weighted-average annual effective yield is not reflective of what an investor in shares of MSC Income’s common stock will realize on their investment because it does not reflect changes in the market value of MSC Income’s stock, MSC Income’s utilization of debt capital in its capital structure, MSC Income’s expenses or any sales load paid by an investor.

(c)The average EBITDA is calculated using a weighted-average for Private Loan portfolio companies and a simple average for LMM portfolio companies. These calculations exclude certain portfolio companies, including four Private Loan portfolio companies and three LMM portfolio companies, as EBITDA is not a meaningful valuation metric for MSC Income’s 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.

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

			December 31, 2025
			Private Loan						LMM (a)
			(dollars in millions)
Number of portfolio companies			81						55
Fair value			$	809.0					$	487.6
Cost			$	821.7					$	384.8
Debt investments as a % of portfolio (at cost)			92.1		%				70.6		%
Equity investments as a % of portfolio (at cost)			7.9		%				29.4		%
% of debt investments at cost secured by first priority lien			99.9		%				99.9		%
Weighted-average annual effective yield (b)			10.7		%				12.4		%
Average EBITDA (c)			$	30.0					$	11.7

___________________

(a)As of December 31, 2025, MSC Income had equity ownership in all of its LMM portfolio companies, and the 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 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 MSC Income’s debt portfolio as of December 31, 2025, including debt investments on non-accrual status, was 10.3% for its Private Loan portfolio investments and 11.7% for its LMM portfolio investments. The weighted-average annual effective yield is not reflective of what an investor in shares of MSC Income’s common stock will realize on their investment because it does not reflect changes in the market value of MSC Income’s stock, MSC Income’s utilization of debt capital in its capital structure, MSC Income’s expenses or any sales load paid by an investor.

(c)The average EBITDA is calculated using a weighted-average for Private Loan portfolio companies and a simple average for LMM portfolio companies. These calculations exclude certain portfolio companies, including four Private Loan portfolio companies and three LMM portfolio companies, as EBITDA is not a meaningful valuation metric for MSC Income’s 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, MSC Income achieved an annualized total return on investments of 9.8% and 10.6%, respectively. For the year ended December 31, 2025, MSC Income achieved a total return on investments of 13.9%. 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. MSC Income’s total return on investments is not reflective of what an investor in shares of MSC Income’s common stock will realize on their investment because it does not reflect changes in the market value of MSC Income’s stock, MSC Income’s utilization of debt capital in its capital structure, MSC Income’s expenses or any sales load paid by an investor.

As of March 31, 2026, MSC Income had Middle Market portfolio investments in eight portfolio companies, collectively totaling $23.0 million in fair value and $40.3 million in cost basis, which comprised 1.7% and 3.1% of MSC Income’s Investment Portfolio at fair value and cost, respectively. As of December 31, 2025, MSC Income had Middle Market Portfolio investments in eight portfolio companies, collectively totaling $23.3 million in fair value and $39.8 million in cost basis, which comprised 1.7% and 3.2% of MSC Income’s Investment Portfolio at fair value and cost, respectively.

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

As of March 31, 2026, MSC Income had Other Portfolio investments in seven entities, spread across four investment managers, collectively totaling $15.6 million in fair value and $13.4 million in cost basis, which comprised 1.1% and 1.0% of MSC Income’s Investment Portfolio at fair value and cost, respectively. As of December 31, 2025, MSC Income had Other Portfolio investments in six entities, spread across four investment managers, collectively totaling $15.5 million in fair value and $13.7 million in cost basis, which comprised 1.2% and 1.1% of MSC Income’s Investment Portfolio at fair value and cost, respectively.

The composition of MSC Income’s total combined Private Loan, LMM and Middle Market portfolio investments at cost and fair value by type of investment as a percentage of the total combined Private Loan, LMM and Middle Market portfolio investments, as of March 31, 2026 and December 31, 2025, is as follows (this information excludes Other Portfolio investments, which are discussed above):

Cost:						March 31, 2026						December 31, 2025
First lien debt						85.6		%				85.1		%
Equity						13.9						14.7
Second lien debt						0.3						—
Equity warrants						0.2						0.2
Other						—						—
						100.0		%				100.0		%

Fair Value:						March 31, 2026						December 31, 2025
First lien debt						77.3		%				77.1		%
Equity						21.8						22.3
Second lien debt						0.3						—
Equity warrants						0.6						0.6
Other						—						—
						100.0		%				100.0		%

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

MSC Income’s Private Loan, LMM and Middle Market portfolio companies are located primarily in the U.S. The geographic composition is determined by the location of the corporate headquarters of the portfolio company. The composition of MSC Income’s total combined Private Loan, LMM and Middle Market portfolio investments by geographic region of the U.S. and other countries at cost and fair value as a percentage of the total combined Private Loan, LMM and Middle Market portfolio investments, as of March 31, 2026 and December 31, 2025, is as follows (this information excludes Other Portfolio investments):

Cost:						March 31, 2026						December 31, 2025
West						22.0		%				22.0		%
Midwest						20.6						20.9
Southeast						19.2						18.5
Southwest						18.9						19.4
Northeast						15.3						15.1
Canada						3.1						3.1
Other Non-U.S.						0.9						1.0
						100.0		%				100.0		%

Fair Value:						March 31, 2026						December 31, 2025
West						22.3		%				22.3		%
Southwest						21.3						21.8
Midwest						21.2						21.2
Southeast						17.0						16.5
Northeast						14.3						14.3
Canada						3.0						2.9
Other Non-U.S.						0.9						1.0
						100.0		%				100.0		%

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

MSC Income’s Private Loan, LMM and Middle Market portfolio investments are in companies conducting business in a variety of industries. The composition of MSC Income’s total combined Private Loan, LMM and Middle Market portfolio investments by industry at cost and fair value, as of March 31, 2026 and December 31, 2025, is as follows (this information excludes Other Portfolio investments):

Cost:						March 31, 2026						December 31, 2025
Electrical Equipment						9.9		%				9.5		%
Machinery						6.5						6.9
Commercial Services & Supplies						5.8						7.4
Professional Services						5.7						5.9
Construction & Engineering						4.9						5.0
Aerospace & Defense						4.6						2.2
Distributors						4.5						4.5
Diversified Consumer Services						4.4						4.6
IT Services						4.3						4.4
Internet Software & Services						4.2						4.4
Containers & Packaging						4.1						4.2
Health Care Providers & Services						3.4						3.4
Chemicals						3.1						3.2
Leisure Equipment & Products						3.1						3.1
Auto Components						2.7						2.8
Hotels, Restaurants & Leisure						2.6						2.7
Textiles, Apparel & Luxury Goods						2.4						2.5
Air Freight & Logistics						2.3						1.9
Specialty Retail						2.3						2.3
Communications Equipment						2.2						2.2
Computers & Peripherals						1.9						1.8
Software						1.6						1.6
Marine						1.5						1.5
Energy Equipment & Services						1.5						1.5
Internet & Catalog Retail						1.4						1.4
Trading Companies & Distributors						1.3						1.4
Media						1.3						1.0
Food & Staples Retailing						1.2						1.2
Household Products						1.2						1.3
Beverages						1.0						1.0
Diversified Financial Services						1.0						1.0
Other (1)						2.1						2.2
						100.0		%				100.0		%

___________________

(1)Includes various industries with each industry individually representing less than 1.0% of the total combined Private Loan, LMM and Middle Market portfolio investments at each date.

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

Fair Value:						March 31, 2026						December 31, 2025
Electrical Equipment						10.7		%				9.8		%
Machinery						7.8						8.0
Professional Services						5.6						5.8
Construction & Engineering						5.5						5.8
Distributors						5.3						5.3
Diversified Consumer Services						4.8						5.0
Commercial Services & Supplies						4.7						6.6
IT Services						4.5						4.7
Aerospace & Defense						4.4						2.1
Containers & Packaging						4.4						4.5
Computers & Peripherals						3.6						3.5
Internet Software & Services						3.3						3.5
Chemicals						2.9						3.0
Health Care Providers & Services						2.9						3.0
Auto Components						2.8						2.7
Textiles, Apparel & Luxury Goods						2.4						2.5
Leisure Equipment & Products						2.3						2.4
Air Freight & Logistics						2.2						1.8
Communications Equipment						2.1						2.1
Specialty Retail						2.1						2.2
Software						2.0						2.0
Energy Equipment & Services						1.4						1.5
Media						1.4						1.0
Marine						1.4						1.4
Trading Companies & Distributors						1.2						1.3
Household Products						1.2						1.3
Hotels, Restaurants & Leisure						1.1						1.4
Beverages						1.0						0.9
Food & Staples Retailing						1.0						1.0
Diversified Financial Services						1.0						1.0
Other (1)						3.0						2.9
						100.0		%				100.0		%

___________________

(1)Includes various industries with each industry individually representing less than 1.0% of the total combined Private Loan, LMM and Middle Market portfolio investments at each date.

As of March 31, 2026 and December 31, 2025, MSC Income had no portfolio investment that was greater than 10% of the Investment Portfolio at fair value.

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

Unconsolidated Significant Subsidiaries

In accordance with Rules 3-09 and 4-08(g) of Regulation S-X, MSC Income must determine which of its unconsolidated controlled portfolio companies, if any, are considered “significant subsidiaries.” In evaluating its unconsolidated controlled portfolio companies in accordance with Regulation S-X, there are two tests that MSC Income must utilize to determine if any of MSC Income’s Control investments (as defined in Note A — Organization and Basis of Presentation), including those unconsolidated portfolio companies defined as Control investments in which MSC Income does not own greater than 50% of the voting securities nor have rights to maintain greater than 50% of the board representation, are considered significant subsidiaries: the investment test and the income test. The investment test is generally measured by dividing the fair value of MSC Income’s investment in the Control investment by the fair value of MSC Income’s total investments. The income test is generally measured by dividing the absolute value of the combined sum of total investment income, net realized gain (loss) and net unrealized appreciation (depreciation) from the relevant Control investment for the period being tested by the absolute value of MSC Income’s change in net assets resulting from operations for the same period. Rules 3-09 and 4-08(g) of Regulation S-X require MSC Income to include (1) separate audited financial statements of an unconsolidated majority-owned subsidiary (Control investments in which MSC Income owns greater than 50% of the voting securities) in an annual report and (2) summarized financial information of a Control investment in a quarterly report, respectively, if certain thresholds of the investment or income tests are exceeded and the unconsolidated portfolio company qualifies as a significant subsidiary.

As of March 31, 2026 and December 31, 2025, MSC Income had no single investment that qualified as a significant subsidiary under either the investment or income tests.

NOTE D — DEBT

A summary of MSC Income’s debt as of March 31, 2026 is as follows:

			Outstanding Balance						Unamortized Debt Issuance Costs (1)						Recorded Value						Estimated Fair Value (2)
			(in thousands)
SPV Facility			$	267,000					$	—					$	267,000					$	267,000
Corporate Facility			83,000						—						83,000						83,000
Main Street Facility			—						—						—						—
October 2026 Notes			150,000						(174)						149,826						147,617
May 2029 Notes			150,000						(726)						149,274						149,362
Total Debt			$	650,000					$	(900)					$	649,100					$	646,979

_________________

(1)The unamortized debt issuance costs for the Credit Facilities are reflected as Deferred financing costs on the Consolidated Balance Sheets, while the unamortized debt issuance costs related to the October 2026 Notes and May 2029 Notes are reflected as contra-liabilities to the October 2026 Notes and May 2029, respectively, on the Consolidated Balance Sheets.

(2)Estimated fair value for outstanding debt is shown as if MSC Income had adopted the fair value option under ASC 825, Financial Instruments (“ASC 825”). See discussion of the methods used to estimate the fair value of MSC Income’s debt in Note B.10. — Summary of Significant Accounting Policies — Fair Value of Financial Instruments.

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

A summary of MSC Income’s debt as of December 31, 2025 is as follows:

			Outstanding Balance						Unamortized Debt Issuance Costs (1)						Recorded Value						Estimated Fair Value (2)
			(in thousands)
SPV Facility			$	244,000					$	—					$	244,000					$	244,000
Corporate Facility			209,000						—						209,000						209,000
October 2026 Notes			150,000						(249)						149,751						146,936
Total Debt			$	603,000					$	(249)					$	602,751					$	599,936

___________________

(1)The unamortized debt issuance costs for the Credit Facilities are reflected as Deferred financing costs on the Consolidated Balance Sheets, while the unamortized debt issuance costs related to the October 2026 Notes are reflected as a contra-liability to the October 2026 Notes on the Consolidated Balance Sheets.

(2)Estimated fair value for outstanding debt is shown as if MSC Income had adopted the fair value option under ASC 825. See discussion of the methods used to estimate the fair value of MSC Income’s debt in Note B.10. — Summary of Significant Accounting Policies — Fair Value of Financial Instruments.

A summary of MSC Income’s interest expense for the three months ended March 31, 2026 and 2025 is as follows:

			Three Months Ended March 31,
			2026						2025
			(in thousands)
SPV Facility			$	3,937					$	4,796
Corporate Facility			2,843						1,857
Main Street Facility			63						—
October 2026 Notes			1,590						1,590
May 2029 Notes			487						—
Total Interest Expense			$	8,920					$	8,243

A summary of MSC Income’s weighted-average amount of total borrowings outstanding and overall weighted-average effective interest rate including amortization of debt issuance costs, original issuance discounts and premiums and fees on unused lender commitments for the three months ended March 31, 2026 and 2025 is as follows:

			Three Months Ended March 31,
			2026						2025
			(dollars in millions)
Weighted-average borrowings outstanding			$	625.9					$	511.8
Weighted-average effective interest rate			5.7		%				6.4		%

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

SPV Facility

MSC Income, through MSIF Funding, LLC (“MSIF Funding”), a wholly-owned Structured Subsidiary that primarily holds debt investments, maintains a special purpose vehicle revolving credit facility dated February 3, 2021 (as amended, the “SPV Facility”) with JPMorgan Chase Bank, National Association (“JPM”), as administrative agent, and U.S. Bank, N.A., as collateral agent and collateral administrator, JPM and other financial institutions as lenders and MSIF as portfolio manager.

As of March 31, 2026, the SPV Facility included (i) total commitments of $300.0 million, (ii) an accordion feature with the right to request an increase of total commitments and borrowing availability up to $450.0 million and (iii) a revolving period through February 2029 and a final maturity date in February 2030. As of March 31, 2026, advances under the SPV Facility bore interest at a rate equal to the applicable SOFR in effect, plus a margin of 2.20%. MSIF Funding also pays a commitment fee of 0.75% on the average daily unused amount of the financing commitments until February 2029. The SPV Facility is secured by a first lien on the assets of MSIF Funding. Borrowing availability under the SPV Facility is subject to certain leverage and borrowing base limitations, covenants, reporting and other requirements customary for similar credit facilities.

As of March 31, 2026, the interest rate for borrowings on the SPV Facility was 5.86%. The average interest rate for borrowings under the SPV Facility was 5.86% and 7.24% for the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, MSC Income was in compliance with all financial covenants of the SPV Facility.

Corporate Facility

MSC Income maintains a senior secured revolving credit agreement dated March 6, 2017 (as amended, the “Corporate Facility”) with EverBank, as administrative agent, and with EverBank and other financial institutions as lenders.

As of March 31, 2026, the Corporate Facility included (i) total commitments of $245.0 million from a diversified group of seven lenders, (ii) an accordion feature with the right to request an increase in commitments under the facility from new and existing lenders on the same terms and conditions as the existing commitments up to $300.0 million of total commitments and (iii) a revolving period through November 2028 and a final maturity date in May 2029, with two one-year extension options subject to lender approval.

Borrowings under the Corporate Facility bear interest, subject to MSC Income’s election, at a rate equal to (i) SOFR plus 2.05% or (ii) the base rate plus 1.05%. The base rate is defined as the higher of (a) the Prime rate, (b) the federal funds rate plus 0.5% or (c) SOFR plus 1.0%. Additionally, MSC Income pays an unused commitment fee of 0.25% on the unused lender commitments if 50% or more of the lender commitments are being used and an unused commitment fee of 0.375% on the unused lender commitments if less than 50% of the lender commitments are being used. Borrowings under the Corporate Facility are secured by a first lien on all of the assets of MSIF and its subsidiaries, excluding the assets of Structured Subsidiaries or immaterial subsidiaries, as well as all of the assets, and a pledge of equity ownership interests, of any future subsidiaries of MSIF (other than Structured Subsidiaries or immaterial subsidiaries). Borrowing availability under the Corporate Facility is subject to certain leverage and borrowing base limitations, covenants, reporting and other requirements customary for similar credit facilities.

As of March 31, 2026, the interest rate for borrowings on the Corporate Facility was 5.72%. The average interest rate for borrowings under the Corporate Facility was 5.74% and 6.38% for the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, MSC Income was in compliance with all financial covenants of the Corporate Facility.

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

Main Street Facility

On February 26, 2026, Main Street provided MSC Income with a revolving line of credit pursuant to an Unsecured Revolving Promissory Note (as amended, restated or otherwise modified, the “Main Street Facility” and, together with the SPV Facility and the Corporate Facility, the “Credit Facilities”), which currently provides for borrowings up to $30.0 million. Borrowings under the Main Street Facility bear interest at a rate of SOFR plus 4.5%, subject to a 2.0% SOFR floor and mature in December 2029. Available borrowings under the Main Street Facility are subject to a 0.25% non-use fee. The borrowings under the Main Street Facility are unsecured. As of March 31, 2026, there were no borrowings outstanding under the Main Street Facility.

October 2026 Notes

Pursuant to a Master Note Purchase Agreement dated October 22, 2021 (the “October 2026 Note Purchase Agreement”), MSC Income issued $77.5 million in aggregate principal amount of 4.04% Series A Senior Notes due 2026 (the “October 2026 Notes”) upon entering into the October 2026 Note Purchase Agreement and an additional $72.5 million aggregate principal amount on January 21, 2022. The October 2026 Notes bear a fixed interest rate of 4.04% per year and mature on October 30, 2026, unless redeemed, purchased or prepaid prior to such date by the Fund in accordance with their terms.

Interest on the October 2026 Notes is due semiannually on April 30 and October 30 of each year. The October 2026 Notes may be redeemed in whole or in part at any time at MSC Income’s option subject to certain make-whole provisions. In addition, MSC Income is obligated to offer to prepay the October 2026 Notes at par plus accrued and unpaid interest up to, but excluding, the date of prepayment, if certain change in control events occur. In the event that a Below Investment Grade Event (as defined in the October 2026 Note Purchase Agreement) occurs, the October 2026 Notes will bear interest at a fixed rate of 5.04% per year from the date of the occurrence of the Below Investment Grade Event to and until the date on which the Below Investment Grade Event ends. The October 2026 Notes are general unsecured obligations of MSIF and its subsidiary guarantors that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by MSIF and its subsidiary guarantors.

The October 2026 Note Purchase Agreement also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under other indebtedness of MSIF or subsidiary guarantors subject to a cure pass-through, certain judgments and orders and certain events of bankruptcy. As of March 31, 2026, MSC Income was in compliance with all covenants and other requirements of the October 2026 Notes.

May 2029 Notes

Pursuant to a Master Note Purchase Agreement dated March 12, 2026 (the “May 2029 Note Purchase Agreement”), MSC Income issued $150.0 million in aggregate principal amount of 6.34% Series A Senior Notes due 2029 (the “May 2029 Notes”). The May 2029 Notes bear a fixed interest rate of 6.34% per year and mature on May 31, 2029, unless redeemed, purchased or prepaid prior to such date by the Fund in accordance with their terms.

Interest on the May 2029 Notes is due semiannually on November 30 and May 31 of each year, beginning on November 30, 2026. The May 2029 Notes may be redeemed in whole or in part at any time at MSC Income’s option subject to certain make-whole provisions. In addition, MSC Income is obligated to offer to prepay the May 2029 Notes at par plus accrued and unpaid interest up to, but excluding, the date of prepayment, if certain change in control events occur. In the event of a Below Investment Grade Event, a Secured Debt Ratio Event and/or an Unsecured Debt Coverage Ratio Event (each as defined in the May 2029 Note Purchase Agreement), the May 2029 Notes will bear interest at an increased rate from the date of the occurrence of the Below Investment Grade Event, Secured Debt Ratio Event and/or Unsecured Debt Coverage Ratio Event to and until the date on which the Below Investment Grade Event, Secured Debt Ratio Event and/or Unsecured Debt Coverage Ratio Event ends. The May 2029 Notes are general unsecured obligations of MSIF and its subsidiary guarantors that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by MSIF and its subsidiary guarantors.

The May 2029 Note Purchase Agreement also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

covenant, cross-default under other indebtedness of MSIF or subsidiary guarantors subject to a cure pass-through, certain judgments and orders and certain events of bankruptcy. As of March 31, 2026, MSC Income was in compliance with all covenants and other requirements of the May 2029 Notes.

NOTE E — FINANCIAL HIGHLIGHTS

The following is a schedule of financial highlights of MSC Income for the three months ended March 31, 2026 and 2025:

			Three Months Ended March 31,
Per Share Data:			2026						2025
NAV as of the beginning of the period			$	15.85					$	15.53
Net investment income (1)			0.35						0.35
Net realized loss (1)(2)			(0.01)						(0.47)
Net unrealized appreciation (depreciation) (1)(2)			(0.05)						0.42
Income tax benefit (provision) on net realized loss and net unrealized appreciation (depreciation) (1)(2)			—						0.06
Net increase in net assets resulting from operations (1)			0.29						0.36
Dividends paid from net investment income (3)			(0.36)						(0.36)
Distributions paid or accrued (3)			(0.36)						(0.36)
Accretive effect of stock repurchases (repurchasing shares below NAV per share)			0.08						—
Dilutive effect of stock offerings (issuing shares below NAV per share)			—						(0.16)
Other (4)			0.01						(0.02)
NAV as of the end of the period			$	15.87					$	15.35
Market value as of the end of the period			$	12.18					$	16.47
Shares outstanding as of the end of the period			45,345,229						46,849,531

________________

(1)Based on weighted-average number of common shares outstanding for the period.

(2)Net realized gains or losses, net unrealized appreciation or depreciation, and the related income tax provision or benefit can fluctuate significantly from period to period.

(3)MSIF’s taxable income for each period is an estimate and will not be finally determined until MSIF files its tax return for each year. As a result, the tax character of MSIF’s dividends and distributions for each period is also an estimate. Therefore, the final tax character of MSIF’s dividends and distributions may be different than this estimate.

(4)Includes the impact of the different share amounts as a result of calculating certain per share data based on the weighted-average basic shares outstanding during the period and certain per share data based on the shares outstanding as of a period end or transaction date.

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

			Three Months Ended March 31,
			2026						2025
			(dollars in thousands)
NAV as of the end of the period			$	719,528					$	718,940
Average NAV			$	729,094					$	671,922
Average outstanding debt			$	628,500					$	517,938
Ratios to average NAV:
Ratio of total expenses, including tax expenses, to average NAV (1)(2)(3)(6)			2.47		%				2.24		%
Ratio of operating expenses to average NAV (2)(3)(6)			2.31		%				2.45		%
Ratio of operating expenses, excluding interest expense, to average NAV (2)(3)(6)			1.09		%				1.22		%
Ratio of operating expenses, excluding interest expense and incentive fees, net of waivers, to average NAV (2)(3)(6)			0.88		%				0.92		%
Ratio of net investment income to average NAV (2)(6)			2.23		%				2.34		%
Portfolio turnover ratio (2)			3.00		%				5.02		%
Total investment return (2)(4)			(4.73)		%				8.47		%
Total return based on change in NAV (2)(5)			1.79		%				2.54		%

_______________

(1)Total expenses are the sum of operating expenses and all tax expenses.

(2)Not annualized.

(3)Unless otherwise noted, operating expenses include interest, base management fees, incentive fees and general and administrative expenses.

(4)For the three months ended March 31, 2026, total investment return is based on the purchase of stock at the current market price on January 1, 2026 and a sale at the current market price on March 31, 2026 and assumes reinvestment of dividends at prices obtained by MSC Income’s DRIP during the period. For the three months ended March 31, 2025, total investment return is based on the purchase of stock in the MSC Income Offering at the public offering price of $15.53 and a sale at the market price on March 31, 2025 and assumes reinvestment of dividends at prices obtained by MSC Income’s DRIP during the period. The return does not reflect any sales load that may be paid by an investor.

(5)Total return based on change in NAV was calculated using the sum of ending NAV plus dividends to stockholders and other non-operating changes during the period, divided by the beginning NAV. Non-operating changes include any items that affect NAV other than the net increase in net assets resulting from operations, such as the effects of stock offerings, shares issued under the DRIP, shares repurchased by the Fund and other miscellaneous items.

(6)Ratios are net of the waiver of incentive fee on income of $1.0 million for the three months ended March 31, 2026. There was no waiver of incentive fee on income for the three months ended March 31, 2025. Excluding the waiver of incentive fee on income, the expense and income ratios are as follows:

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

									Three Months Ended March 31,
									2026
Ratio of total expenses, including tax expenses, to average NAV(1)(2)(3)									2.60		%
Ratio of operating expenses to average NAV(2)(3)									2.45		%
Ratio of operating expenses, excluding interest expense, to average NAV(2)(3)									1.22		%
Ratio of operating expenses, excluding interest expense and incentive fees, to average NAV(2)(3)									0.89		%
Ratio of net investment income to average NAV (2)									2.09		%

________________

See footnotes (1), (2) and (3) immediately prior to this table.

NOTE F — DIVIDENDS, DISTRIBUTIONS AND TAXABLE INCOME

MSC Income currently pays regular dividends to its stockholders and periodically pays supplemental dividends to its stockholders. Future dividends, if any, will be determined by its Board of Directors on a quarterly basis.

A summary of dividends accrued during the three months ended March 31, 2026 and 2025 is as follows:

						Three Months Ended March 31,
						2026						2025
						(in thousands, except per share amounts)
Regular dividends per share						$	0.35					$	0.35
Supplemental dividends per share						0.01						0.01
Total dividends per share						$	0.36					$	0.36
Total regular dividends						$	15,871					$	16,397
Total supplemental dividends						453						469
Total dividends						$	16,324					$	16,866

MSIF has elected to be treated for U.S. federal income tax purposes as a RIC. MSIF’s taxable income includes the taxable income generated by MSIF and certain of its subsidiaries, including the Structured Subsidiaries, which are treated as disregarded entities for tax purposes. As a RIC, MSIF generally will not pay corporate-level U.S. federal income taxes on any net ordinary taxable income or capital gains that MSIF distributes to its stockholders. MSIF must generally distribute at least 90% of its “investment company taxable income” (which is generally its net ordinary taxable income and realized net short-term capital gains in excess of realized net long-term capital losses) and 90% of its tax-exempt income to maintain its RIC status (pass-through tax treatment for amounts distributed). As part of maintaining RIC status, undistributed taxable income (subject to a 4% non-deductible U.S. federal excise tax) pertaining to a given fiscal year may be distributed up to twelve months subsequent to the end of that fiscal year, provided such dividends are declared on or prior to the later of (i) filing of the U.S. federal income tax return for the applicable fiscal year or (ii) the fifteenth day of the ninth month following the close of the year in which such taxable income was generated.

The determination of the tax attributes for MSC Income’s distributions is made annually, based upon its taxable income for the full year and distributions paid for the full year. Therefore, a determination made on an interim basis may not be representative of the actual tax attributes of distributions for a full year. Ordinary dividend distributions from a RIC do not qualify for the 20% maximum tax rate (plus a 3.8% Medicare surtax, if applicable) on dividend income from domestic corporations and qualified foreign corporations, except to the extent that the RIC received the income in the form of qualifying dividends from domestic corporations and qualified foreign corporations. The tax attributes for distributions will generally include both ordinary income and qualified dividends, but may also include either one or both of capital gains and return of capital.

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

A reconciliation of “Net increase in net assets resulting from operations” to taxable income and to total distributions declared to common stockholders for the three months ended March 31, 2026 and 2025 is as follows:

			Three Months Ended March 31,
			2026						2025
			(estimated, in thousands)
Net increase in net assets resulting from operations			$	13,223					$	15,875
Net unrealized (appreciation) depreciation			2,643						(18,783)
Income tax (benefit) provision			1,134						(1,370)
Pre-tax book (income) loss not consolidated for tax purposes			(1,873)						275
Book income and tax income differences, including debt origination, structuring fees, dividends, realized gains and changes in estimates			(2,624)						19,424
Estimated taxable income (1)			12,503						15,421
Taxable income earned in prior year and carried forward for distribution in current year			14,984						20,348
Taxable income earned prior to period end and carried forward for distribution next period			(27,487)						(35,769)
Dividend payable as of period end and paid in the following period			16,324						16,866
Total distributions accrued or paid to common stockholders			$	16,324					$	16,866

________________

(1)MSIF’s taxable income for each period is an estimate and will not be finally determined until MSIF files its tax return for each year. Therefore, the final taxable income, and the taxable income earned in each period and carried forward for distribution in the following period, may be different than this estimate.

The Taxable Subsidiaries primarily hold certain equity investments for MSC Income. The Taxable Subsidiaries permit MSC Income to hold equity investments in portfolio companies which are “pass-through” entities for tax purposes and to continue to comply with the “source-of-income” requirements contained in the RIC tax provisions of the Code. The Taxable Subsidiaries are consolidated with MSIF for U.S. GAAP financial reporting purposes, and the portfolio investments held by the Taxable Subsidiaries are included in MSC Income’s consolidated financial statements as portfolio investments and recorded at fair value. The Taxable Subsidiaries are not consolidated with MSIF for income tax purposes and may generate income tax expense, or benefit, and tax assets and liabilities, as a result of their ownership of certain portfolio investments. The taxable income, or loss, of the Taxable Subsidiaries may differ from their book income, or loss, due to temporary book and tax timing differences and permanent differences. The Taxable Subsidiaries are each taxed at corporate income tax rates based on their taxable income. The income tax expense, or benefit, if any, and the related tax assets and liabilities, of the Taxable Subsidiaries are reflected in MSC Income’s consolidated financial statements.

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

The income tax provision for MSC Income is generally composed of (i) deferred tax expense (benefit), which is primarily the result of the net activity relating to the portfolio investments held in the Taxable Subsidiaries, including changes in loss carryforwards, changes in net unrealized appreciation or depreciation and other temporary book-tax differences, and (ii) current tax expense, which is primarily the result of current U.S. federal income and state taxes relating to net currently taxable activity relating to the portfolio investments held in the Taxable Subsidiaries and excise taxes on MSC Income’s estimated undistributed taxable income. The income tax expense, or benefit, and the related tax assets and liabilities generated by the Taxable Subsidiaries, if any, are reflected in MSC Income’s Consolidated Statements of Operations. MSC Income’s provision for income taxes was comprised of the following for the three months ended March 31, 2026 and 2025:

			Three Months Ended March 31,
			2026						2025
			(in thousands)
Net investment income taxes
Current tax expense:
Federal			$	164					$	53
State and other			124						239
Excise			50						192
Total current tax expense			338						484
Deferred tax expense (benefit):
Federal			1,349						348
State and other			(681)						210
Total deferred tax expense			668						558
Total net investment income tax provision			$	1,006					$	1,042
Investment valuation related taxes
Deferred tax expense (benefit):
Federal			(90)						(1,962)
State and other			218						(450)
Total deferred tax expense (benefit)			128						(2,412)
Total investment valuation related income tax provision (benefit)			$	128					$	(2,412)
Total income tax provision (benefit)			$	1,134					$	(1,370)

The net deferred tax liability as of March 31, 2026 and December 31, 2025 was $5.8 million and $5.0 million, respectively, with the change primarily related to changes in net unrealized appreciation or depreciation, changes in loss carryforwards and other temporary book-tax differences relating to portfolio investments held by the Taxable Subsidiaries. As of March 31, 2026, for U.S. federal income tax purposes, the Taxable Subsidiaries had a net operating loss carryforward, which is not subject to expiration and will carryforward indefinitely until utilized. The Taxable Subsidiaries have net capital loss carryforwards from prior years which, if unused, will expire in various taxable years 2029 through 2031. Additionally, the Taxable Subsidiaries have interest expense limitation carryforwards which have an indefinite carryforward period. In addition, as of March 31, 2026, for U.S. federal income tax purposes, MSIF had net capital loss carryforwards totaling $5.1 million available to offset future capital gains at the RIC level in any taxable year, to the extent available and permitted by U.S. federal income tax law, which are not subject to expiration as long as MSIF maintains its RIC status.

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

NOTE G — SHARE REPURCHASES

Following the MSC Income Listing, the Fund entered into a share repurchase plan (the “10b5-1 Repurchase Plan”) to repurchase up to $65.0 million in the aggregate of shares of the Fund’s common stock in the open market for a twelve-month period beginning in March 2025, at times when the market price per share of the Fund’s common stock traded below the most recently reported NAV per share of the Fund’s common stock by certain pre-determined levels (including any updates, corrections or adjustments publicly announced by the Fund to any previously announced NAV per share). The repurchases of shares of the Fund’s common stock pursuant to the 10b5-1 Repurchase Plan were intended to satisfy the conditions of Rule 10b5-1 and Rule 10b-18 under the Exchange Act and were otherwise subject to applicable law, including Regulation M, which may prohibit purchases under certain circumstances. The 10b5-1 Repurchase Plan expired in March 2026 in accordance with its terms.

Following the MSC Income Listing, Main Street also entered into a share purchase plan (the “Main Street Share Purchase Plan”) to purchase up to $20.0 million in the aggregate of shares of the Fund’s common stock in the open market for a twelve-month period beginning in March 2025, with terms and conditions substantially similar to the Fund’s 10b5-1 Repurchase Plan for shares of the Fund’s common stock, and daily purchases under the two plans were split pro rata (or as close thereto as reasonably possible) between the Fund and Main Street based on the respective plan sizes. The Main Street Share Purchase Plan expired in March 2026 in accordance with its terms.

A summary of the shares repurchased by the Fund under the 10b5-1 Repurchase Plan during the three months ended March 31, 2026 is as follows:

Period						Total number of shares repurchased						Average price paid per share (1)						Total cost (1)						Total number of shares repurchased as part of publicly announced plans or programs						Approximate dollar value of shares that may yet be repurchased under the plans or programs
						(in thousands, except share and per share amounts)
January 1 through January 31, 2026						160,107						$	13.36					$	2,139					160,107						$	51,240
February 1 through February 28, 2026						436,407						12.70						5,542						436,407						45,706
March 1 through March 31, 2026 (2)						646,865						12.90						8,343						646,865						—

___________________

(1)Includes broker commissions.

(2)The 10b5-1 Repurchase Plan expired on March 31, 2026; upon expiration, $37.4 million of the total $65 million amount authorized to be repurchased under the 10b5-1 Repurchase Plan expired without being utilized.

NOTE H — DIVIDEND REINVESTMENT PLAN

The Fund’s dividend reinvestment plan (as amended, the “DRIP”) provides for the reinvestment of dividends on behalf of the Fund’s registered stockholders who hold their shares with the Fund’s transfer agent and registrar, or certain brokerage firms that have elected to participate in the DRIP, unless a stockholder has elected to receive dividends in cash. As a result, if the Fund declares a cash dividend, its registered stockholders (or stockholders holding shares through participating brokerage firms) who have not properly “opted out” of the DRIP will have their cash dividend automatically reinvested into additional shares of the Fund’s common stock. The share requirements of the DRIP may be satisfied through the issuance of new shares of common stock, or through open market purchases of common stock by the DRIP plan administrator. Newly issued shares will be valued based upon the final closing price of the Fund’s common stock reported on the NYSE on the trading day immediately preceding the dividend payment date for each dividend. Shares purchased in the open market to satisfy the DRIP requirements will be valued based upon the average price of the applicable shares purchased by the DRIP plan administrator, before any associated brokerage or other costs. The DRIP is administered by the Fund’s transfer agent.

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

Summarized DRIP information for the three months ended March 31, 2026 and March 31, 2025 is as follows:

			Three Months Ended March 31,
			2026						2025
			(dollars in thousands)
Value of shares issued in DRIP participation			$	—					$	4,496
Shares issued for DRIP			—						284,173

During the three months ended March 31, 2026, 181,665 shares of MSC Income’s stock were purchased in the open market at a weighted-average price of $12.95 to satisfy the requirements of the stockholders of the Fund participating in the DRIP. The value of the DRIP shares purchased in the open market was $2.4 million and is excluded from the table above.

NOTE I — COMMITMENTS AND CONTINGENCIES

As of March 31, 2026, MSC Income had the following outstanding commitments (in thousands):

Investments with equity capital commitments that have not yet funded:						Amount
HPEP 3, L.P.						$	1,308
423 AER II, LP						147
Brightwood Capital Fund III, LP						22
Total Equity Commitments (1)						$	1,477
Investments with commitments to fund revolving loans that have not been fully drawn or term loans with additional commitments not yet funded:
Royal Cup Inc.						$	16,200
Core Transformers						15,000
PavCon LLC						7,500
AGS American Glass Services Acquisition, LLC						7,350
Mission Critical Group						6,790
Airo Purchaser, Inc.						6,393
South Coast Terminals Holdings, LLC						4,460
Winter Services LLC						3,278
Rug Doctor, LLC.						3,116
Auria Space, LLC						2,586
CRC Evans USA Bidco, Inc.						2,500
Electro Technical Industries, LLC						2,238
Richardson Sales Solutions						1,964
GradeEight Corp.						1,929
KMS, LLC						1,764
SI East, LLC						1,750
Insight Borrower Corporation						1,691
IG Parent Corporation						1,667
Creative Foam Corporation						1,562

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

CQ Fluency, LLC						1,500
Behavior Development Group Holdings						1,500
MCT Purchaserco Holding Inc.						1,329
American Health Staffing Group, Inc.						1,250
TEC Services, LLC						1,167
Chamberlin Holding LLC						1,000
Infinity X1 Holdings, LLC						1,000
UBM AcquireCo LLC						1,000
Garyline, LLC						901
Hawk Ridge Systems, LLC						895
AVEX Aviation Holdings, LLC						876
B-O-F Corporation						840
Titan Meter Midco Corp.						830
IG Investor, LLC						800
Cody Pools, Inc.						786
Direct Marketing Solutions, Inc.						750
ZRG Partners, LLC						660
Computer Data Source, LLC						618
Centre Technologies Holdings, LLC						600
Bond Brand Loyalty ULC						540
SPAU Holdings, LLC						540
Obra Capital, Inc.						521
Coregistics Buyer LLC						513
Microbe Formulas, LLC						434
Colonial Electric Company LLC						400
Pinnacle TopCo, LLC						400
Roof Opco, LLC						389
Escalent, Inc.						349
Channel Partners Intermediateco, LLC						324
Clad-Rex Steel, LLC						300
Career Team Holdings, LLC						300
ITA Holdings Group, LLC						295
Victory Energy Operations, LLC						208
CenterPeak Holdings, LLC						200
ArborWorks, LLC						187
Implus Footcare, LLC						143
Mini Melts of America, LLC						120
ATS Operating, LLC						100
Bluestem Brands, Inc.						93
Wash & Wax Systems LLC						22
Total Loan Commitments						$	114,418
Total Commitments						$	115,895

____________________

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

(1)This table excludes a commitment related to one additional Other Portfolio investment for which the investment period has expired and the remaining commitment may only be drawn to pay fund expenses or for follow-on investments in existing portfolio companies. The Fund does not expect any material future capital to be called on its commitment to this investment to pay fund expenses, and based on representations from the fund manager, the Fund does not expect any further capital will be called on its commitment for follow-on investments. As a result, the Fund has excluded this commitment from this table.

MSC Income will fund its unfunded commitments from the same sources it uses to fund its investment commitments that are funded at the time they are made (which are typically through existing cash and cash equivalents and borrowings under the Credit Facilities). MSC Income follows a process to manage its liquidity and ensure that it has available capital to fund its unfunded commitments as necessary. MSC Income had no unrealized appreciation or depreciation on the outstanding unfunded commitments as of March 31, 2026.

MSC Income may, from time to time, be involved in litigation arising out of its operations in the normal course of business or otherwise. Furthermore, third parties may seek to impose liability on MSC Income in connection with the activities of its portfolio companies. While the outcome of any current legal proceedings cannot at this time be predicted with certainty, MSC Income does not expect any current matters will materially affect its financial condition or results of operations; however, there can be no assurance whether any pending or future legal proceedings will have a material adverse effect on MSC Income’s financial condition or results of operations in any future reporting period.

NOTE J — RELATED PARTY TRANSACTIONS

1.Advisory Agreements and Conditional Expense Reimbursement Waivers

On October 30, 2020, MSC Income entered into the Prior Investment Advisory Agreement with the Adviser. On January 29, 2025, in connection with the MSC Income Listing, MSC Income entered into the Advisory Agreement with the Adviser. The Advisory Agreement was approved by the affirmative vote of the holders of a majority of MSC Income’s outstanding voting securities, as defined in the 1940 Act, at the 2024 Special Meeting, and the Advisory Agreement became effective upon the MSC Income Listing. The Advisory Agreement is effective for an initial two-year term commencing upon the date of the MSC Income Listing on January 29, 2025.

Prior Investment Advisory Agreement

Pursuant to the Prior Investment Advisory Agreement, MSC Income paid the Adviser a base management fee and incentive fees as compensation for the services described above. The base management fee was calculated at an annual rate of 1.75% of MSC Income’s average gross assets. The term “gross assets” meant total assets of MSC Income as disclosed on MSC Income’s Consolidated Balance Sheets. “Average gross assets” were calculated based on MSC Income’s gross assets at the end of the two most recently completed calendar quarters. The base management fee was payable quarterly in arrears. The base management fee was expensed as incurred.

The incentive fee under the Prior Investment Advisory Agreement consisted of two parts. The first part, referred to as the subordinated incentive fee on income, was calculated and payable quarterly in arrears based on Pre-Incentive Fee Net Investment Income (as defined below) for the immediately preceding quarter. The subordinated incentive fee on income was equal to 20.0% of MSC Income’s Pre-Incentive Fee Net Investment Income for the immediately preceding quarter, expressed as a quarterly rate of return on adjusted capital at the beginning of the most recently completed calendar quarter, exceeding 1.875% (or 7.5% annualized), subject to a “catch up” feature (as described below).

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

For this purpose, “Pre-Incentive Fee Net Investment Income” meant interest income, dividend income and any other income (including any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that MSC Income receives from portfolio companies) accrued during the calendar quarter, minus MSC Income’s operating expenses for the quarter (including the management fee, expenses payable under any proposed administration agreement and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding taxes and the incentive fee). Pre-Incentive Fee Net Investment Income included, in the case of investments with a deferred interest feature (such as original issue discount debt instruments and PIK interest and zero coupon securities), accrued income that MSC Income had not yet received in cash. Pre-Incentive Fee Net Investment Income did not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. For purposes of this fee, adjusted capital meant cumulative gross proceeds generated from sales of MSC Income’s common stock (including proceeds from MSC Income’s DRIP) reduced for non-liquidating distributions, other than distributions of profits, paid to MSC Income’s stockholders and amounts paid for share repurchases pursuant to MSC Income’s share repurchase program. The subordinated incentive fee on income was expensed in the quarter in which it was incurred.

The calculation of the subordinated incentive fee on income for each quarter was as follows:

•No subordinated incentive fee on income was payable to the Adviser in any calendar quarter in which MSC Income’s Pre-Incentive Fee Net Investment Income did not exceed the hurdle rate of 1.875% (or 7.5% annualized) on adjusted capital;

•100% of MSC Income’s Pre-Incentive Fee Net Investment Income, if any, that exceeded the hurdle rate but was less than or equal to 2.34375% in any calendar quarter (9.375% annualized) was payable to the Adviser. This portion of the subordinated incentive fee on income was referred to as the “catch up” and was intended to provide the Adviser with an incentive fee of 20.0% on all of MSC Income’s Pre-Incentive Fee Net Investment Income as if the hurdle rate did not apply when the Pre-Incentive Fee Net Investment Income exceeded 2.34375% (9.375% annualized) in any calendar quarter; and

•For any quarter in which MSC Income’s Pre-Incentive Fee Net Investment Income exceeded 2.34375% (9.375% annualized), the subordinated incentive fee on income equaled 20.0% of the amount of MSC Income’s Pre-Incentive Fee Net Investment Income, as the hurdle rate and catch-up had been achieved.

The second part of the incentive fee, referred to as the incentive fee on capital gains, was an incentive fee on realized capital gains earned from the portfolio of MSC Income and was determined and payable in arrears as of the end of each calendar year (or upon termination of the Prior Investment Advisory Agreement). This fee equaled 20.0% of MSC Income’s incentive fee capital gains, which equaled MSC Income’s realized capital gains on a cumulative basis from inception, calculated as of the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees. At the end of each reporting period, MSC Income estimated the incentive fee on capital gains and accrued the fee based on a hypothetical liquidation of its portfolio. Therefore, the accrual included both net realized gains and net unrealized gains (the net unrealized difference between the fair value and the par value of its portfolio), if any. The incentive fee accrued pertaining to the unrealized gain was neither earned nor payable to the Adviser until such time it was realized.

Pursuant to the Prior Investment Advisory Agreement, MSC Income was required to pay or reimburse the Adviser for administrative services expenses, which included all costs and expenses related to MSC Income’s day-to-day administration and management not related to advisory services, whether such administrative services were performed by a third-party service provider or the Adviser or its affiliates (to the extent performed by the Adviser or its affiliates, the “Internal Administrative Services”). Internal Administrative Services included, but were not limited to, the cost of an Adviser’s personnel performing accounting and compliance functions and other administrative services on behalf of MSC Income.

On January 1, 2022, the Adviser assumed responsibility of certain administrative services that were previously provided for MSC Income by a third-party sub-administrator. After December 31, 2021, the Adviser continued to waive reimbursement of all Internal Administrative Services expenses, except for the cost of the services previously provided by the sub-administrator.

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

Advisory Agreement (post-MSC Income Listing)

Effective on the date of the MSC Income Listing and pursuant to the Advisory Agreement, MSC Income pays the Adviser a base management fee and incentive fees as compensation for investment management services under the Advisory Agreement. The base management fee is calculated at an annual rate of 1.5% of the Fund’s average total assets (including cash and cash equivalents), payable quarterly in arrears, and is calculated based on the average value of the Fund’s total assets (including cash and cash equivalents) at the end of the two most recently completed calendar quarters. The determination of total assets reflects changes in the fair value of portfolio investments reflecting both unrealized appreciation and unrealized depreciation. All or any part of base management fee not taken as to any quarter is deferred without interest and may be taken in such other quarter as the Adviser shall determine, unless the Adviser permanently waives in writing receipt of such base management fee, in which event the Fund shall forever be relieved of the obligation to pay such base management fee for such quarter. The base management fee for any partial quarter is appropriately pro-rated.

Under the Advisory Agreement, the base management fee will be reduced to an annual rate of (i) 1.25% of the average value of the Fund’s total assets (including cash and cash equivalents) commencing with the first full calendar quarter following the date on which the aggregate fair value of the Fund’s investments in its LMM portfolio companies falls below 20% of the Fund’s total investment portfolio at fair value and (ii) 1.00% of the average value of the Fund’s total assets (including cash and cash equivalents) commencing with the first full calendar quarter following the date on which the aggregate fair value of the Fund’s investments in its LMM portfolio companies falls below 7.5% of the Fund’s total Investment Portfolio at fair value.

The incentive fee under Advisory Agreement consists of two parts: (1) a subordinated incentive fee on income and (2) an incentive fee on capital gains. The incentive fee under the Advisory Agreement for any partial quarter is appropriately pro-rated.

The first part of the incentive fee under the Advisory Agreement, referred to as the subordinated incentive fee on income, is calculated and payable quarterly in arrears based on the Fund’s pre-incentive fee net investment income for the immediately preceding quarter. The payment of the subordinated incentive fee on income is subject to pre-incentive fee net investment income for the previous quarter, expressed as a quarterly rate of return on net assets of the Fund at the beginning of the most recently completed calendar quarter, exceeding 1.5% (6.0% annualized), subject to a “catch up” feature (as described below). For this purpose, pre-incentive fee net investment income means interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund receives from portfolio companies) accrued during the calendar quarter, minus the Fund’s operating expenses for the quarter (including the base management fee, administrative services expenses, the expenses payable under any other administration or similar agreement and any interest expense and dividends paid on any issued and outstanding preferred stock and any income tax expense on the Fund’s net investment income and any excise tax, but excluding any income tax expense or benefit on the Fund’s realized capital gains, realized capital losses or unrealized capital appreciation or depreciation and the incentive fee). Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount debt instruments with payment-in-kind interest and zero coupon securities), accrued income that the Fund has not yet received in cash. Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation, or any income tax expense or benefit related to such items. The calculation of the subordinated incentive fee on income for each quarter is as follows:

1.No subordinated incentive fee on income is payable to the Adviser in any calendar quarter in which the Fund’s pre-incentive fee net investment income does not exceed the hurdle rate of 1.5% (or 6.0% annualized);

2.50% of the Fund’s pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than or equal to 2.307692% in any calendar quarter (9.230769% annualized) is payable to the Adviser. This portion of the subordinated incentive fee on income is referred to as the “catch up” and is intended to provide the Adviser with an incentive fee of 17.5% on all of the Fund’s pre-incentive fee net investment income as if the hurdle rate did not apply when the pre-incentive fee net investment income exceeds 2.307692% (9.230769% annualized) in any calendar quarter; and

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

3.For any quarter in which the Fund’s pre-incentive fee net investment income exceeds 2.307692% (9.230769% annualized), the subordinated incentive fee on income equals 17.5% of the amount of the Fund’s pre-incentive fee net investment income, as the hurdle rate and catch-up have been achieved.

The second part of the incentive fee under the Advisory Agreement, referred to as the incentive fee on capital gains, is an incentive fee on realized capital gains earned on liquidated investments from the Fund’s Investment Portfolio, net of any income tax expense associated with such realized capital gains, and is determined and payable in arrears as of the end of each calendar year (or upon termination of the Advisory Agreement). This fee equals:

(a) 17.5% of the Fund’s incentive fee capital gains, which equals the Fund’s realized capital gains (net of any related income tax expense) on a cumulative basis from the date of the MSC Income Listing, calculated as of the end of each calendar year thereafter (or upon termination of the Advisory Agreement), computed net of (1) all realized capital losses on a cumulative basis (net of any related income tax benefit) from the date of the MSC Income Listing, and (2) unrealized capital depreciation (net of any related income tax benefit) on a cumulative basis from the date of the MSC Income Listing, less

(b) the aggregate amount of any previously paid capital gain incentive fees from the date of the MSC Income Listing. For purposes of calculating each component of the Fund’s incentive fee capital gains under the Advisory Agreement, (1) the cost basis for any investment held by the Fund as of the date of the MSC Income Listing is deemed to be the fair value for such investment as of the most recent quarter end immediately prior to the date of the MSC Income Listing and, with respect to any investment acquired by the Fund subsequent to the date of the MSC Income Listing, the cost basis equals the cost basis of such investment as reflected in the Fund’s financial statements and (2) the income tax expense or benefit associated with all investments is measured from the most recent quarter end immediately prior to the date of the MSC Income Listing through the date of any such calculation.

The Fund accrues the incentive fee on capital gains on a quarterly basis by following a formula consistent with the cash payment formula required under the Advisory Agreement above. However, in addition to the Fund’s net realized capital gains and unrealized losses (or fair value depreciation) (in part (a) of the formula above), the Fund’s unrealized capital gains (or fair value appreciation) (net of any related income tax expense) on a cumulative basis from the date of the MSC Income Listing are also included in the calculation. 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 first quarter of 2026, such calculation resulted in a reduction to the capital gains incentive fee accrual from $2.8 million as of December 31, 2025 to $2.1 million as of March 31, 2026. As such, the Fund reduced the accrual on the capital gains incentive fee by $0.6 million. However, as of March 31, 2026 no capital gains incentive fees were currently contractually payable.

A summary of MSC Income’s base management fee, subordinated incentive fee on income, waiver of the subordinated incentive fee on income and incentive fee on capital gains for the three months ended March 31, 2026 and 2025 is as follows:

			Three Months Ended March 31,
			2026						2025
			(in thousands)
Base management fee			$	5,225					$	4,972
Incentive fee on income			3,099						2,023
Waiver of incentive fee on income			(985)						—
Incentive fee on capital gains			(638)						—

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

Under the Advisory Agreement, the waivers under the Prior Investment Advisory Agreement of Internal Administrative Services expenses, except for the cost of the services previously provided by the former sub-administrator, were memorialized as a quarterly cap on the Fund’s obligation to reimburse the Adviser for “Internal Administrative Expenses.” MSC Income is not required to reimburse the Adviser for Internal Administrative Expenses in an amount that exceeds on a quarterly basis the product obtained by multiplying (x) the value of MSC Income’s total assets at the end of each calendar quarter by (y) the applicable “Annual Basis Point Rate” set forth in the below table:

Total Assets						Annual Basis Point Rate
$0 - $500 million						6.000
Over $500 million - $1.25 billion						5.125
Greater than $1.25 billion						4.500

2.Indemnification

The Prior Investment Advisory Agreement and the Advisory Agreement provide that the Adviser, any sub-adviser and their respective officers, directors, managers, partners, shareholders, members (and their shareholders or members, including the owners of their shareholders or members), agents, employees, controlling persons and any other person or entity affiliated with or acting on behalf of the Adviser or any sub-adviser, as applicable (each an “Indemnified Party” and, collectively, the “Indemnified Parties”) will not be liable to MSC Income for any action taken or omitted to be taken by the Adviser or any sub-adviser in connection with the performance of any of their duties or obligations as an investment adviser of the Fund (except to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services), and that MSC Income will indemnify, defend and protect Indemnified Parties and hold them harmless from and against all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in connection with the performance of their duties as an investment adviser of the Fund, to the extent such losses, damages, liabilities, costs and expenses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the Maryland General Corporation Law, the 1940 Act, the Fund’s charter and other applicable law if, among other things, (i) the Indemnified Party has determined, in good faith, that the course of conduct which caused the loss or liability was in the best interests of the Fund, (ii) the Indemnified Party was acting on behalf of or performing services for the Fund, (iii) such liability or loss was not the result of negligence, willful misfeasance, bad faith, or misconduct by the Indemnified Party and (iv) such indemnification or agreement to hold harmless is recoverable only out of the Fund’s net assets and not from stockholders.

3.Co-Investment

In the ordinary course of business, MSC Income enters into transactions with other parties that may be considered related party transactions. MSC Income has implemented certain policies and procedures, both written and unwritten, to ensure that it does not engage in any prohibited transactions with any persons affiliated with MSC Income. If such affiliations are found to exist, MSC Income seeks the Board of Directors and/or appropriate Board of Directors committee review and approval for such transactions and otherwise comply with, or seek, orders for exemptive relief from the SEC, as appropriate.

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

MSC Income has received an exemptive order from the SEC permitting co-investments among MSC Income, Main Street and other advisory clients of the Adviser in certain negotiated transactions where co-investing would otherwise be prohibited under the 1940 Act. MSC Income has made co-investments, and in the future intends to continue to make co-investments with Main Street and other advisory clients of the Adviser, in accordance with the conditions of the order. Because the Adviser is wholly-owned by Main Street and is not managing MSC Income’s investment activities as its sole activity, this may provide the Adviser an incentive to allocate opportunities to other participating advisory clients instead of MSC Income. However, both MSC Income and the Adviser have adopted policies and procedures pursuant to the order to manage this conflict and ensure that investment opportunities are allocated in a manner that is fair and equitable considering each investor’s interests, including oversight of the co-investment program by the independent members of MSC Income’s and Main Street’s boards of directors and their required approval of certain co-investment transactions thereunder. Additional information regarding the operation of the co-investment program is set forth in the order granting exemptive relief, which may be reviewed on the SEC’s website at www.sec.gov. In addition to the co-investment program described above, MSC Income also co-invests in certain investment transactions where price is the only negotiated point by MSC Income and its affiliates.

4.Other Related Party Transactions

A summary of Main Street’s purchases of shares of MSC Income’s common stock, each of which was purchased pursuant to the Main Street Share Purchase Plan, during the three months ended March 31, 2026 is as follows:

Period						Total number of shares purchased						Average price paid per share (1)						Total cost (1)						Total number of shares purchased as part of publicly announced plans or programs						Approximate dollar value of shares that may yet be purchased under the plans or programs
						(in thousands, except shares and per share amounts)
January 1 through January 31, 2026						49,261						$	13.36					$	658					49,261						$	15,766
February 1 through February 28, 2026						134,278						12.70						1,705						134,278						14,063
March 1 through March 31, 2026 (2)						199,046						12.90						2,567						199,046						—

___________________

(1)Includes broker commissions.

(2)The Main Street Share Purchase Plan expired on March 31, 2026; upon expiration, $11.5 million of the total $20 million amount authorized to be purchased under the Main Street Share Purchase Plan expired without being utilized.

On January 20, 2025, in connection with Main Street’s potential acquisition in excess of 3% of the Fund’s outstanding common stock as a result of any purchases of shares of the Fund’s common stock pursuant to the Main Street Share Purchase Plan or otherwise, the Fund entered into a Fund of Funds Investment Agreement with Main Street (the “Main Street Fund of Funds Agreement”). The Main Street Fund of Funds Agreement provides for the acquisition of shares of the Fund’s common stock by Main Street, and the Fund’s sale of such shares to Main Street, in a manner consistent with the requirements of Rule 12d1-4 under the 1940 Act.

As of March 31, 2026, Main Street owned 2,025,220 shares of MSC Income’s common stock. Each issuance and sale of MSC Income shares by MSC Income to Main Street, either individually or through approval of the Main Street Share Purchase Plan, was unanimously approved by the Board of Directors, including each director who is not an “interested person,” as such term is defined in Section 2(a)(19) of the 1940 Act, of the Fund or the Adviser. In addition, certain of Main Street’s officers and employees own shares of MSC Income and therefore have direct pecuniary interests in MSC Income.

On February 26, 2026, MSC Income and Main Street entered into the Main Street Facility. The Main Street Facility was unanimously approved by the Board of Directors, including each director who is not an “interested person,” as such term is defined in Section 2(a)(19) of the 1940 Act, of the Fund or the Adviser. For more information on the Main Street Facility, including key terms and financial covenants, refer to Note D — Debt.

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

NOTE K — SUBSEQUENT EVENTS

The Fund’s management has evaluated subsequent events through the date of issuance of the consolidated financial statements, and identified the following to report:

In May 2026, the Board of Directors approved a change to its regular dividend payment frequency from quarterly to monthly beginning in July 2026. Additionally, MSC Income declared regular monthly dividends of $0.11 per share for each month of July, August and September 2026, or total regular monthly dividends of $0.33 per share for the third quarter of 2026, and a supplemental dividend of $0.03 per share, payable in September 2026, resulting in total dividends declared for the third quarter of 2026 of $0.36 per share.

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Table of contents			Schedule 12-14

MSC INCOME FUND, INC.

Consolidated Schedule of Investments in and Advances to Affiliates

March 31, 2026

(dollars in thousands)

(Unaudited)

Company			Total Rate			Base Rate			Spread			PIK Rate			Type of Investment (1)(10)(11)						Geography						Amount of Realized Gain/(Loss)						Amount of Unrealized Gain/(Loss)						Amount of Interest, Fees or Dividends Credited to Income (2)						December 31, 2025 Fair Value (13)						Gross Additions (3)						Gross Reductions (4)						March 31, 2026 Fair Value (13)
Control Investments
BDB Holdings, LLC															Preferred Equity						(7)						$	—					$	(3,240)					$	—					$	8,430					$	—					$	3,241					$	5,189
			12.00%												Secured Debt						(7)						—						—						35						1,182						—						—						1,182
Copper Trail Fund Investments															LP Interests (CTMH, LP)						(9)						—						140						—						390						140						—						530
GRT Rubber Technologies LLC			9.79%			SF+			6.00%						Secured Debt						(8)						—						(1)						39						1,550						1						1						1,550
			11.79%			SF+			8.00%						Secured Debt						(8)						—						(12)						601						19,944						12						12						19,944
															Member Units						(8)						—						(1,150)						497						22,830						—						1,150						21,680
Harris Preston Fund Investments															LP Interests (2717 MH, L.P.)						(8)						—						60						—						1,897						60						—						1,957
Volusion, LLC			10.00%												Secured Debt						(8)						—						—						23						900						—						—						900
															Preferred Member Units						(8)						—						—						—						—						—						—						—
															Preferred Member Units						(8)						—						(249)						—						1,249						—						379						870
															Common Stock						(8)						—						—						—						—						—						—						—
Other Amounts related to investments transferred to or from other 1940 Act classification during the period																											—						—						—						—						—						—						—
Total Control investments																											$	—					$	(4,452)					$	1,195					$	58,372					$	213					$	4,783					$	53,802
Affiliate Investments
American Nuts, LLC															Preferred Equity						(9)						$	—					$	(130)					$	—					$	1,210					$	—					$	130					$	1,080
			12.31%			SF+			8.50%			12.31%			Secured Debt						(9)						—						—						72						2,325						72						—						2,397
			12.31%			SF+			8.50%			12.31%			Secured Debt						(9)						—						31						72						1,875						103						—						1,978
			12.36%			SF+			8.50%			12.36%			Secured Debt						(9)						—						—						—						—						89						—						89
Analytical Systems Keco Holdings, LLC			13.25%												Secured Debt						(8)						—						—						32						965						1						38						928
															Preferred Member Units						(8)						—						110						—						30						110						—						140
															Preferred Member Units						(8)						—						—						—						1,510						—						—						1,510
															Warrants						(8)						—						—						—						—						—						—						—
Batjer TopCo, LLC			10.00%												Secured Debt						(8)						—						(1)						28						1,105						1						13						1,093
															Preferred Stock						(8)						—						70						65						970						70						—						1,040
Bettercloud, Inc.															Common Equity						(6)						(1,656)						354						—						4,550						354						4,904						—
						SF+			8.25%						Secured Debt						(6)						—						—						90						1,747						670						2,417						—
Brewer Crane Holdings, LLC			13.79%			SF+			10.00%						Secured Debt						(9)						—						—						43						1,254						—						—						1,254
															Preferred Member Units						(9)						—						(120)						8						860						—						120						740
			15.00%									15.00%			Preferred Member Units						(9)						—						—						3						84						3						—						87
Centre Technologies Holdings, LLC						SF+			8.00%						Secured Debt (12)						(8)						—						—						1						—						60						60						—
			11.79%			SF+			8.00%						Secured Debt						(8)						—						(2)						180						6,021						2						2						6,021
															Preferred Member Units						(8)						—						810						8						10,680						810						—						11,490
Chamberlin Holding LLC						SF+			6.00%						Secured Debt (12)						(8)						—						(2)						3						—						2						2						—
			11.86%			SF+			8.00%						Secured Debt						(8)						—						(14)						326						10,505						14						214						10,305
															Member Units						(8)						—						1,000						381						8,880						1,000						—						9,880
															Member Units						(8)						—						(23)						6						1,043						—						23						1,020

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Table of contents			Schedule 12-14

MSC INCOME FUND, INC.

Consolidated Schedule of Investments in and Advances to Affiliates (Continued)

March 31, 2026

(dollars in thousands)

(Unaudited)

Company			Total Rate			Base Rate			Spread			PIK Rate			Type of Investment (1)(10)(11)						Geography						Amount of Realized Gain/(Loss)						Amount of Unrealized Gain/(Loss)						Amount of Interest, Fees or Dividends Credited to Income (2)						December 31, 2025 Fair Value (13)						Gross Additions (3)						Gross Reductions (4)						March 31, 2026 Fair Value (13)
Charps, LLC															Preferred Member Units						(5)						—						—						—						4,010						—						—						4,010
Clad-Rex Steel, LLC															Secured Debt (12)						(5)						—						—						2						—						—						—						—
			10.00%												Secured Debt						(5)						—						(2)						60						2,370						2						62						2,310
			10.00%												Secured Debt						(5)						—						—						6						232						—						3						229
															Member Units						(5)						—						190						106						3,530						190						—						3,720
															Member Units						(5)						—						60						—						317						60						—						377
Cody Pools, Inc.															Secured Debt (12)						(8)						—						2						4						—						314						314						—
			12.50%												Secured Debt						(8)						—						(7)						188						5,891						7						115						5,783
															Preferred Member Units						(8)						—						(200)						97						16,270						—						200						16,070
Colonial Electric Company LLC															Secured Debt (12)						(6)						—						—						1						—						—						—						—
			9.00%												Secured Debt						(6)						—						22						52						2,195						—						—						2,195
															Preferred Member Units						(6)						—						530						364						4,210						530						—						4,740
Compass Systems & Sales, LLC															Secured Debt						(5)						—						—						1						(12)						1						—						(11)
			13.50%												Secured Debt						(5)						—						—						155						4,249						10						251						4,008
															Preferred Equity						(5)						—						60						15						1,800						60						—						1,860
Datacom, LLC			7.50%												Secured Debt						(8)						—						—						1						75						15						15						75
			10.00%												Secured Debt						(8)						—						(113)						22						463						—						120						343
															Preferred Member Units						(8)						—						—						—						—						—						—						—
Digital Products Holdings LLC			13.69%			SF+			10.00%						Secured Debt						(5)						—						—						105						2,834						3						—						2,837
															Preferred Member Units						(5)						—						—						13						2,459						—						—						2,459
Direct Marketing Solutions, Inc.															Secured Debt (12)						(9)						—						18						10						315						285						600						—
			14.00%												Secured Debt						(9)						—						(1)						55						4,501						—						4,501						—
			14.00%												Secured Debt						(9)						—						215						194						—						8,726						—						8,726
															Preferred Stock						(9)						—						1,109						—						4,940						2,309						40						7,209
DMA Industries, LLC			10.00%												Secured Debt						(7)						—						—						4						140						—						—						140
			10.00%												Secured Debt						(7)						—						(2)						82						3,200						2						2						3,200
															Preferred Equity						(7)						—						1,120						—						2,296						1,120						—						3,416
			15.00%									15.00%			Preferred Equity						(7)						—						580						35						1,358						615						—						1,973
Flame King Holdings, LLC															Preferred Equity						(9)						—						280						397						13,660						280						—						13,940
			12.00%												Secured Debt						(9)						—						(16)						511						16,500						16						16						16,500
Freeport Financial Funds															LP Interests (Freeport First Lien Loan Fund III LP)						(5)						—						—						—						193						—						—						193
Gamber-Johnson Holdings, LLC			11.19%			SF+			7.50%						Secured Debt						(5)						—						—						4						—						400						—						400
			11.19%			SF+			7.50%						Secured Debt						(5)						—						10						534						17,632						1,110						—						18,742
															Member Units						(5)						—						1,010						274						28,450						1,010						—						29,460
															Member Units						(5)						—						—						—						99						—						23						76
GFG Group, LLC			8.00%												Secured Debt						(5)						—						(7)						77						3,513						7						7						3,513
															Preferred Member Units						(5)						—						—						35						2,740						—						—						2,740
Harris Preston Fund Investments															LP Interests (HPEP 3, L.P.) (12)						(8)						—						(128)						—						4,116						—						380						3,736
IG Investor, LLC			13.00%												Secured Debt (12)						(6)						—						(1)						14						400						1						201						200
			13.00%												Secured Debt						(6)						—						(16)						295						8,766						16						216						8,566
															Common Equity						(6)						—						180						—						7,010						180						—						7,190
Independent Pet Partners Intermediate Holdings, LLC															Common Equity						(6)						—						—						—						6,790						—						—						6,790
Integral Energy Services			11.42%			SF+			7.50%						Secured Debt						(8)						—						(316)						425						14,071						15						316						13,770

90

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Table of contents			Schedule 12-14

MSC INCOME FUND, INC.

Consolidated Schedule of Investments in and Advances to Affiliates (Continued)

March 31, 2026

(dollars in thousands)

(Unaudited)

Company			Total Rate			Base Rate			Spread			PIK Rate			Type of Investment (1)(10)(11)						Geography						Amount of Realized Gain/(Loss)						Amount of Unrealized Gain/(Loss)						Amount of Interest, Fees or Dividends Credited to Income (2)						December 31, 2025 Fair Value (13)						Gross Additions (3)						Gross Reductions (4)						March 31, 2026 Fair Value (13)
			10.00%									10.00%			Preferred Equity						(8)						—						—						8						490						8						—						498
															Common Stock						(8)						—						(80)						—						410						—						80						330
			10.00%									10.00%			Preferred Equity						(8)						—						—						—						480						—						—						480
Kickhaefer Manufacturing Company, LLC			11.50%												Secured Debt						(5)						—						—						74						2,547						1						—						2,548
			9.00%												Secured Debt						(5)						—						—						22						970						—						3						967
															Preferred Equity						(5)						—						300						—						4,290						300						—						4,590
															Member Units						(5)						—						—						6						1,048						—						—						1,048
KMS, LLC			12.50%												Secured Debt						(5)						—						27						52						1,433						33						—						1,466
			12.50%												Secured Debt						(5)						—						—						39						1,259						—						—						1,259
															Preferred Equity						(5)						—						—						—						7,830						—						—						7,830
			9.20%			SF+			5.50%						Secured Debt (12)						(5)						—						45						19						(49)						1,678						—						1,629
Mills Fleet Farm Group, LLC															Preferred Equity						(5)						—						(898)						224						10,134						224						898						9,460
			9.81%			SF+			5.50%			9.81%			Secured Debt						(5)						—						—						58						2,256						58						—						2,314
			9.17%			SF+			5.50%			9.17%			Secured Debt						(5)						—						—						32						1,344						32						—						1,376
Nello Industries Investco, LLC			12.50%												Secured Debt						(5)						—						(156)						243						8,018						—						8,018						—
			12.50%												Secured Debt						(5)						—						51						204						—						10,318						—						10,318
															Preferred Equity						(5)						—						1,560						69						5,830						1,560						—						7,390
NexRev LLC															Preferred Member Units						(8)						—						(70)						6						3,210						—						70						3,140
NuStep, LLC			10.29%			SF+			6.50%						Secured Debt						(5)						—						—						16						250						400						—						650
			12.00%												Secured Debt						(5)						—						—						143						4,610						—						68						4,542
															Preferred Member Units						(5)						—						(320)						—						3,050						—						320						2,730
															Preferred Member Units						(5)						—						40						—						1,530						40						—						1,570
Oneliance, LLC															Preferred Stock						(7)						—						—						3						810						—						—						810
Orttech Holdings, LLC						SF+			11.00%						Secured Debt						(5)						—						(1)						5						153						1						154						—
			14.79%			SF+			11.00%						Secured Debt						(5)						—						(5)						197						5,190						5						5						5,190
															Preferred Stock						(5)						—						—						15						3,360						—						—						3,360
Pinnacle TopCo, LLC															Secured Debt (12)						(8)						—						—						1						—						—						—						—
			13.00%												Secured Debt						(8)						—						(11)						228						6,800						11						211						6,600
															Preferred Equity						(8)						—						—						83						5,110						—						—						5,110
RA Outdoors LLC			10.56%			SF+			6.75%			10.56%			Secured Debt						(8)						—						—						37						1,142						36						—						1,178
			10.56%			SF+			6.75%			10.56%			Secured Debt						(8)						—						(2)						384						11,937						385						2						12,320
			10.59%			SF+			6.75%			10.59%			Secured Debt						(8)						—						(77)						—						—						449						77						372
			10.59%			SF+			6.75%			10.59%			Secured Debt						(8)						—						(75)						—						—						438						75						363
Robbins Bros. Jewelry, Inc.															Secured Debt						(9)						—						—						3						(12)						—						1						(13)
			12.50%									10.00%			Secured Debt						(9)						—						25						—						1,559						—						7						1,552
															Preferred Equity						(9)						—						—						—						—						—						—						—
SI East, LLC			11.80%												Secured Debt (12)						(7)						—						—						24						750						—						—						750
			12.86%												Secured Debt						(7)						—						(3)						719						22,283						3						3						22,283
															Preferred Member Units						(7)						—						—						90						5,730						—						—						5,730
Student Resource Center, LLC			8.50%									8.50%			Secured Debt						(6)						—						219						—						1,598						219						—						1,817
			8.50%									8.50%			Secured Debt						(6)						—						—						5						866						5						—						871
Tedder Industries, LLC			12.00%									12.00%			Secured Debt						(9)						—						(21)						108						241						108						21						328
			12.00%									12.00%			Secured Debt						(9)						—						638						—						707						637						—						1,344
															Preferred Member Units						(9)						—						—						—						—						—						—						—

91

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Table of contents			Schedule 12-14

MSC INCOME FUND, INC.

Consolidated Schedule of Investments in and Advances to Affiliates (Continued)

March 31, 2026

(dollars in thousands)

(Unaudited)

Company			Total Rate			Base Rate			Spread			PIK Rate			Type of Investment (1)(10)(11)						Geography						Amount of Realized Gain/(Loss)						Amount of Unrealized Gain/(Loss)						Amount of Interest, Fees or Dividends Credited to Income (2)						December 31, 2025 Fair Value (13)						Gross Additions (3)						Gross Reductions (4)						March 31, 2026 Fair Value (13)
															Preferred Member Units						(9)						—						—						—						—						—						—						—
															Preferred Member Units						(9)						—						—						—						—						—						—						—
Trantech Radiator Topco, LLC			11.50%												Secured Debt						(7)						—						—						1						—						400						—						400
			13.50%												Secured Debt						(7)						—						(18)						69						2,250						—						2,250						—
			13.50%												Secured Debt						(7)						—						164						43						—						7,820						—						7,820
															Common Stock						(7)						—						889						—						3,730						1,230						—						4,960
															Common Equity						(7)						—						—						—						174						—						—						174
			9.00%												Secured Debt						(7)						—						—						12						510						—						—						510
			9.00%												Secured Debt						(7)						—						2						1						—						500						—						500
			9.00%												Secured Debt						(7)						—						—						—						—						100						—						100
Urgent DSO LLC			13.50%												Secured Debt						(5)						—						(50)						78						2,168						3						49						2,122
															Preferred Equity						(5)						—						(450)						—						1,089						—						449						640
Victory Energy Operations, LLC			13.00%												Secured Debt (12)						(8)						—						—						7						127						274						69						332
			13.00%												Secured Debt						(8)						—						—						263						7,575						12						—						7,587
															Preferred Equity						(8)						—						40						17						3,760						40						—						3,800
VVS Holdco LLC						SF+			6.00%						Secured Debt						(5)						—						—						1						—						—						—						—
			11.50%												Secured Debt						(5)						—						—						182						5,967						9						—						5,976
															Preferred Equity						(5)						—						—						—						3,060						—						—						3,060
Other Amounts related to investments transferred to or from other 1940 Act classification during the period																											—						—						—						—						—						—						—
Total Affiliate investments																											$	(1,656)					$	8,423					$	9,247					$	406,771					$	47,982					$	28,135					$	426,618

_________________________

(1)The principal amount, the ownership detail for equity investments and if the investment is income producing is included in the Consolidated Schedule of Investments included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

(2)Represents the total amount of interest, dividends and fees credited to income for the portion of the period for which an investment was included in Control or Affiliate categories, respectively. For investments transferred between Control and Affiliate categories during the period, any income or investment balances related to the time period it was in the category other than the one shown at period end is included in “Amounts related to investments transferred to or from other 1940 Act classifications during the period.”

(3)Gross additions include increases in the cost basis of investments resulting from new portfolio investments, follow-on investments and accrued PIK interest, and the exchange of one or more existing securities for one or more new securities. Gross additions also include net increases in unrealized appreciation or net decreases in net unrealized depreciation as well as the movement of an existing portfolio company into this category and out of a different category.

(4)Gross reductions include decreases in the cost basis of investments resulting from principal repayments or sales and the exchange of one or more existing securities for one or more new securities. Gross reductions also include net increases in net unrealized depreciation or net decreases in unrealized appreciation as well as the movement of an existing portfolio company out of this category and into a different category.

92

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Table of contents			Schedule 12-14

MSC INCOME FUND, INC.

Consolidated Schedule of Investments in and Advances to Affiliates (Continued)

March 31, 2026

(dollars in thousands)

(Unaudited)

(5)Portfolio company located in the Midwest region as determined by location of the corporate headquarters. The fair value as of March 31, 2026 for Affiliate investments located in this region was $158,958. This represented 22.1% of net assets as of March 31, 2026.

(6)Portfolio company located in the Northeast region and Canada as determined by location of the corporate headquarters. The fair value as of March 31, 2026 for Affiliate investments located in this region was $32,369. This represented 4.5% of net assets as of March 31, 2026.

(7)Portfolio company located in the Southeast region as determined by location of the corporate headquarters. The fair value as of March 31, 2026 for Control investments located in this region was $6,371. This represented 0.9% of net assets as of March 31, 2026. The fair value as of March 31, 2026 for Affiliate investments located in this region was $52,766. This represented 7.3% of net assets as of March 31, 2026.

(8)Portfolio company located in the Southwest region as determined by location of the corporate headquarters. The fair value as of March 31, 2026 for Control investments located in this region was $46,901. This represented 6.5% of net assets as of March 31, 2026. The fair value as of March 31, 2026 for Affiliate investments located in this region was $125,314. This represented 17.4% of net assets as of March 31, 2026.

(9)Portfolio company located in the West region as determined by location of the corporate headquarters. The fair value as of March 31, 2026 for Control investments located in this region was $530. This represented 0.1% of net assets as of March 31, 2026. The fair value as of March 31, 2026 for Affiliate investments located in this region was $57,211. This represented 8.0% of net assets as of March 31, 2026.

(10)All of the Fund’s portfolio investments are generally subject to restrictions on resale as “restricted securities,” unless otherwise noted.

(11)This schedule should be read in conjunction with the Consolidated Schedule of Investments and Notes to the Consolidated Financial Statements included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q. Supplemental information can be located within the Consolidated Schedule of Investments including end of period interest rate, preferred dividend rate, maturity date, investments not paid currently in cash and investments whose value was determined using significant unobservable inputs.

(12)Investment has an unfunded commitment as of March 31, 2026 (see Note I — Commitments and Contingencies). The fair value of the investment includes the impact of the fair value of any unfunded commitments.

(13)Negative fair value is the result of the capitalized discount being greater than the principal amount outstanding on the loan.

93

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Table of contents			Schedule 12-14

MSC INCOME FUND, INC.

Consolidated Schedule of Investments in and Advances to Affiliates

March 31, 2025

(dollars in thousands)

(Unaudited)

Company			Total Rate			Base Rate			Spread			PIK Rate			Type of Investment (1)(10)(11)						Geography						Amount of Realized Gain/(Loss)						Amount of Unrealized Gain/(Loss)						Amount of Interest, Fees or Dividends Credited to Income (2)						December 31, 2024 Fair Value						Gross Additions (3)						Gross Reductions (4)						March 31, 2025 Fair Value (13)
Control Investments
BDB Holdings, LLC															Preferred Equity						(7)						$	—					$	—					$	—					$	12,610					$	—					$	—					$	12,610
			12.00%												Secured Debt (12)						(7)						—						—						3						—						280						—						280
Copper Trail Fund Investments															LP Interests (CTMH, LP)						(9)						—						—						—						530						—						16						514
GRT Rubber Technologies LLC			10.48%			SF+			6.00%						Secured Debt (12)						(8)						—						(1)						42						1,550						1						1						1,550
			12.48%			SF+			8.00%						Secured Debt						(8)						—						(12)						632						19,944						12						12						19,944
															Member Units						(8)						—						—						742						22,600						—						—						22,600
Harris Preston Fund Investments															LP Interests (2717 MH, L.P.)						(8)						—						(166)						—						8,740						80						165						8,655
Volusion, LLC			10.00%												Secured Debt						(8)						—						—						23						900						—						—						900
															Preferred Member Units						(8)						—						—						—						—						—						—						—
															Preferred Member Units						(8)						9						(654)						—						3,004						10						794						2,220
															Preferred Member Units						(8)						—						—						—						—						—						—						—
															Common Stock						(8)						—						—						—						—						—						—						—
Other Amounts related to investments transferred to or from other 1940 Act classification during the period																											—						—						—						—						—						—						—
Total Control Investments																											$	9					$	(833)					$	1,442					$	69,878					$	383					$	988					$	69,273
Affiliate Investments
American Nuts, LLC															Preferred Equity						(9)						$	—					$	—					$	—					$	—					$	2,556					$	—					$	2,556
			12.95%			SF+			8.50%			12.95%			Secured Debt						(9)						—						—						3						—						2,111						—						2,111
			12.95%			SF+			8.50%			12.95%			Secured Debt						(9)						—						—						3						—						2,111						—						2,111
Analytical Systems Keco Holdings, LLC															Secured Debt						(8)						—						—						—						—						—						—						—
			17.50%												Secured Debt						(8)						—						—						45						1,012						1						13						1,000
															Preferred Member Units						(8)						—						—						—						—						—						—						—
															Preferred Member Units						(8)						—						(40)						—						1,330						—						40						1,290
															Warrants						(8)						—						—						—						—						—						—						—
Barfly Ventures, LLC															Member Units						(5)						—						(33)						368						1,953						—						33						1,920
Batjer TopCo, LLC			11.00%												Secured Debt (12)						(8)						—						—						1						50						—						30						20
			11.00%												Secured Debt (12)						(8)						—						—						1						30						—						—						30
			11.00%												Secured Debt						(8)						—						—						32						1,165						1						—						1,166
															Preferred Stock						(8)						—						—						21						570						—						—						570
Brewer Crane Holdings, LLC			14.48%			SF+			10.00%						Secured Debt						(9)						—						—						45						1,254						—						—						1,254
															Preferred Member Units						(9)						—						(140)						8						1,170						—						140						1,030
Centre Technologies Holdings, LLC						SF+			10.00%						Secured Debt (12)						(8)						—						—						1						—						—						—						—
			14.48%			SF+			10.00%						Secured Debt						(8)						—						(3)						225						6,384						2						270						6,116
															Preferred Member Units						(8)						—						460						8						3,110						460						—						3,570
Chamberlin Holding LLC						SF+			6.00%						Secured Debt (12)						(8)						—						(6)						6						—						6						6						—
			12.49%			SF+			8.00%						Secured Debt						(8)						—						2						125						3,905						400						—						4,305
															Member Units						(8)						—						280						698						8,280						280						—						8,560
															Member Units						(8)						—						20						6						888						20						—						908
Charps, LLC															Preferred Member Units						(5)						—						—						82						3,900						—						—						3,900
Clad-Rex Steel, LLC															Secured Debt (12)						(5)						—						—						—						—						—						—						—
			9.00%												Secured Debt						(5)						—						—						40						1,690						—						60						1,630

94

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Table of contents			Schedule 12-14

MSC INCOME FUND, INC.

Consolidated Schedule of Investments in and Advances to Affiliates (Continued)

March 31, 2025

(dollars in thousands)

(Unaudited)

Company			Total Rate			Base Rate			Spread			PIK Rate			Type of Investment (1)(10)(11)						Geography						Amount of Realized Gain/(Loss)						Amount of Unrealized Gain/(Loss)						Amount of Interest, Fees or Dividends Credited to Income (2)						December 31, 2024 Fair Value						Gross Additions (3)						Gross Reductions (4)						March 31, 2025 Fair Value (13)
			10.00%												Secured Debt						(5)						—						—						6						243						—						2						241
															Member Units						(5)						—						10						111						2,750						10						—						2,760
															Member Units						(5)						—						80						—						237						80						—						317
Cody Pools, Inc.															Secured Debt (12)						(8)						—						—						1						—						—						—						—
			12.50%												Secured Debt						(8)						—						(2)						203						6,598						2						273						6,327
															Preferred Member Units						(8)						—						420						321						16,950						420						—						17,370
Colonial Electric Company LLC															Secured Debt (12)						(6)						—						—						1						—						—						—						—
			12.00%												Secured Debt						(6)						—						(5)						110						3,578						5						84						3,499
															Preferred Member Units						(6)						—						190						104						3,390						190						—						3,580
Compass Systems & Sales, LLC															Secured Debt						(5)						—						—						1						(16)						1						—						(15)
			13.50%												Secured Debt						(5)						—						—						151						4,201						6						—						4,207
															Preferred Equity						(5)						—						3						15						1,860						3						—						1,863
Datacom, LLC			7.50%												Secured Debt						(8)						—						—						1						55						64						15						104
			10.00%												Secured Debt						(8)						—						—						27						878						6						8						876
															Preferred Member Units						(8)						—						—						—						30						—						—						30
Digital Products Holdings LLC			14.38%			SF+			10.00%						Secured Debt						(5)						—						—						113						3,105						4						83						3,026
															Preferred Member Units						(5)						—						—						13						2,459						—						—						2,459
Direct Marketing Solutions, Inc.															Secured Debt						(9)						—						—						1						—						—						—						—
			14.00%												Secured Debt						(9)						—						(3)						165						4,668						3						87						4,584
															Preferred Stock						(9)						—						140						—						4,480						140						—						4,620
DMA Industries, LLC			12.00%												Secured Debt						(7)						—						—						4						138						—						—						138
			12.00%												Secured Debt						(7)						—						—						128						4,161						2						—						4,163
															Preferred Equity						(7)						—						—						—						1,486						—						—						1,486
			15.00%									15.00%			Preferred Equity						(7)						—						—						30						810						30						—						840
Flame King Holdings, LLC															Preferred Equity						(9)						—						860						574						8,980						860						—						9,840
Freeport Financial Funds															LP Interests (Freeport First Lien Loan Fund III LP)						(5)						—						—						—						1,263						—						965						298
Gamber-Johnson Holdings, LLC						SF+			7.50%						Secured Debt (12)						(5)						—						—						—						—						—						—						—
			11.50%			SF+			7.50%						Secured Debt (12)						(5)						—						(10)						535						18,282						10						10						18,282
															Member Units						(5)						—						—						414						28,690						—						—						28,690
GFG Group, LLC			8.00%												Secured Debt						(5)						—						(3)						44						2,046						3						3						2,046
															Preferred Member Units						(5)						—						(230)						109						2,640						—						230						2,410
Gulf Publishing Holdings, LLC						SF+			9.50%						Secured Debt						(8)						—						—						—						—						—						—						—
			12.50%									12.50%			Secured Debt						(8)						—						80						—						378						56						—						434
															Preferred Equity						(8)						—						—						—						—						—						—						—
															Member Units						(8)						—						—						—						—						—						—						—
HPEP 3, L.P.															LP Interests (HPEP 3, L.P.) (12)						(8)						—						194						—						4,472						194						204						4,462
IG Investor, LLC			13.00%												Secured Debt (12)						(6)						—						19						15						379						21						—						400
			13.00%												Secured Debt						(6)						—						168						300						8,693						183						110						8,766
															Common Equity						(6)						—						390						—						4,060						390						—						4,450
Independent Pet Partners Intermediate Holdings, LLC															Common Equity						(6)						—						(200)						—						7,290						—						200						7,090
Integral Energy Services			12.07%			SF+			7.50%						Secured Debt						(8)						—						—						471						14,872						15						—						14,887
			10.00%									10.00%			Preferred Equity						(8)						—						—						7						535						7						—						542
															Common Stock						(8)						—						—						—						640						—						—						640

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Table of contents			Schedule 12-14

MSC INCOME FUND, INC.

Consolidated Schedule of Investments in and Advances to Affiliates (Continued)

March 31, 2025

(dollars in thousands)

(Unaudited)

Company			Total Rate			Base Rate			Spread			PIK Rate			Type of Investment (1)(10)(11)						Geography						Amount of Realized Gain/(Loss)						Amount of Unrealized Gain/(Loss)						Amount of Interest, Fees or Dividends Credited to Income (2)						December 31, 2024 Fair Value						Gross Additions (3)						Gross Reductions (4)						March 31, 2025 Fair Value (13)
Kickhaefer Manufacturing Company, LLC			11.50%												Secured Debt						(5)						—						—						107						3,741						2						200						3,543
			9.00%												Secured Debt						(5)						—						—						22						982						—						3						979
															Preferred Equity						(5)						—						160						—						3,060						160						—						3,220
															Member Units						(5)						—						—						7						678						—						—						678
KMS, LLC			14.50%			SF+			9.75%						Secured Debt						(5)						(511)						409						—						829						—						829						—
			14.50%			SF+			9.75%						Secured Debt						(5)						(3,790)						3,202						—						5,973						—						5,973						—
						SF+			9.75%			14.23%			Secured Debt						(5)						—						—						9						562						—						562						—
						SF+			9.75%			14.23%			Secured Debt						(5)						—						—						9						550						—						550						—
			14.23%			SF+			9.75%			14.23%			Secured Debt						(5)						—						—						4						—						—						—						—
			12.50%									12.50%			Secured Debt (12)						(5)						—						—						26						—						1,343						—						1,343
			12.50%									12.50%			Secured Debt						(5)						—						—						25						—						1,430						—						1,430
															Preferred Equity						(5)						—						—						—						—						6,113						—						6,113
Mills Fleet Farm Group, LLC															Common Equity						(5)						—						(396)						—						11,166						—						396						10,770
			9.79%			SF+			5.50%						Secured Debt						(5)						—						—						35						—						2,140						—						2,140
Mystic Logistics Holdings, LLC															Secured Debt (12)						(6)						—						—						—						—						—						—						—
			10.00%												Secured Debt						(6)						—						—						36						1,436						—						—						1,436
															Common Stock						(6)						—						—						236						6,590						—						—						6,590
Nello Industries Investco, LLC						SF+			6.50%						Secured Debt						(5)						—						—						12						(12)						12						—						—
			13.50%												Secured Debt						(5)						—						—						240						6,619						10						—						6,629
															Common Equity						(5)						—						230						43						3,890						230						—						4,120
NexRev LLC															Secured Debt						(8)						—						—						—						—						—						—						—
															Secured Debt						(8)						—						(3)						38						2,453						3						2,456						—
															Preferred Member Units						(8)						—						380						103						2,970						380						—						3,350
NuStep, LLC			10.98%			SF+			6.50%						Secured Debt						(5)						—						—						25						900						—						—						900
			12.00%												Secured Debt						(5)						—						—						139						4,610						—						—						4,610
															Preferred Member Units						(5)						—						160						—						2,890						160						—						3,050
															Preferred Member Units						(5)						—						—						—						1,500						—						—						1,500
Oneliance, LLC															Preferred Stock						(7)						—						60						13						640						60						—						700
Orttech Holdings, LLC						SF+			11.00%						Secured Debt (12)						(5)						—						—						—						—						—						—						—
			15.48%			SF+			11.00%						Secured Debt						(5)						—						(6)						215						5,490						6						106						5,390
															Preferred Stock						(5)						—						—						15						3,360						—						—						3,360
Pinnacle TopCo, LLC															Secured Debt (12)						(8)						—						—						1						—						—						—						—
			13.00%												Secured Debt						(8)						—						(9)						242						7,160						9						9						7,160
															Preferred Equity						(8)						—						440						195						4,590						440						—						5,030
RA Outdoors LLC			11.25%			SF+			6.75%						Secured Debt						(8)						—						(19)						38						1,215						1						57						1,159
			11.25%			SF+			6.75%						Secured Debt						(8)						—						(199)						394						12,710						10						599						12,121
															Common Equity						(8)						—						—						—						—						—						—						—
Robbins Bros. Jewelry, Inc.												10.00%			Secured Debt						(9)						—						—						—						(7)						—						1						(8)
			12.50%									10.00%			Secured Debt						(9)						—						—						—						1,617						—						22						1,595
															Preferred Equity						(9)						—						—						—						—						—						—						—
SI East, LLC			11.75%												Secured Debt (12)						(7)						—						—						24						750						—						—						750
			12.82%												Secured Debt						(7)						—						(2)						724						22,554						2						2						22,554
															Preferred Member Units						(7)						—						(400)						—						4,550						—						400						4,150
Student Resource Center, LLC			8.50%									8.50%			Secured Debt						(6)						—						(827)						—						1,826						—						826						1,000

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Table of contents			Schedule 12-14

MSC INCOME FUND, INC.

Consolidated Schedule of Investments in and Advances to Affiliates (Continued)

March 31, 2025

(dollars in thousands)

(Unaudited)

Company			Total Rate			Base Rate			Spread			PIK Rate			Type of Investment (1)(10)(11)						Geography						Amount of Realized Gain/(Loss)						Amount of Unrealized Gain/(Loss)						Amount of Interest, Fees or Dividends Credited to Income (2)						December 31, 2024 Fair Value						Gross Additions (3)						Gross Reductions (4)						March 31, 2025 Fair Value (13)
															Preferred Equity						(6)						—						—						—						—						—						—						—
			8.50%									8.50%			Secured Debt						(6)						—						748						5						227						753						—						980
Tedder Industries, LLC			12.00%									12.00%			Secured Debt						(9)						—						(23)						—						412						—						23						389
			12.00%									12.00%			Secured Debt						(9)						—						(99)						—						901						—						99						802
															Preferred Member Units						(9)						—						—						—						—						—						—						—
															Preferred Member Units						(9)						—						—						—						—						—						—						—
															Preferred Member Units						(9)						—						—						—						—						—						—						—
Trantech Radiator Topco, LLC															Secured Debt (12)						(7)						—						—						—						(1)						—						—						(1)
			13.50%												Secured Debt						(7)						—						—						69						1,962						1						—						1,963
															Common Stock						(7)						—						—						7						2,140						—						—						2,140
Urgent DSO LLC			13.50%												Secured Debt						(5)						—						—						78						2,145						3						—						2,148
			9.00%									9.00%			Preferred Equity						(5)						—						—						24						1,080						24						—						1,104
Victory Energy Operations, LLC															Secured Debt						(8)						—						—						1						(5)						—						—						(5)
			13.00%												Secured Debt						(8)						—						—						263						7,529						11						—						7,540
															Preferred Equity						(8)						—						—						19						3,644						—						—						3,644
VVS Holdco LLC						SF+			6.00%						Secured Debt (12)						(5)						—						—						1						—						—						—						—
			11.50%												Secured Debt						(5)						—						—						195						6,366						9						—						6,375
															Preferred Equity						(5)						—						—						25						3,060						—						—						3,060
Other Amounts related to investments transferred to or from other 1940 Act classification during the period																											4,301						(3,611)						(22)						(7,914)						—						—						—
Total Affiliate investments																											$	—					$	2,836					$	9,335					$	351,360					$	23,965					$	15,979					$	367,260

___________________________________________________

(1)The principal amount, the ownership detail for equity investments and if the investment is income producing is included in the Consolidated Schedule of Investments included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

(2)Represents the total amount of interest, dividends and fees credited to income for the portion of the period for which an investment was included in Control or Affiliate categories, respectively. For investments transferred between Control and Affiliate categories during the period, any income or investment balances related to the time period it was in the category other than the one shown at period end is included in “Amounts related to investments transferred to or from other 1940 Act classifications during the period.”

(3)Gross additions include increases in the cost basis of investments resulting from new portfolio investments, follow-on investments and accrued PIK interest, and the exchange of one or more existing securities for one or more new securities. Gross additions also include net increases in unrealized appreciation or net decreases in net unrealized depreciation as well as the movement of an existing portfolio company into this category and out of a different category.

(4)Gross reductions include decreases in the cost basis of investments resulting from principal repayments or sales and the exchange of one or more existing securities for one or more new securities. Gross reductions also include net increases in net unrealized depreciation or net decreases in unrealized appreciation as well as the movement of an existing portfolio company out of this category and into a different category.

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MSC INCOME FUND, INC.

Consolidated Schedule of Investments in and Advances to Affiliates (Continued)

March 31, 2025

(dollars in thousands)

(Unaudited)

(5)Portfolio company located in the Midwest region as determined by location of the corporate headquarters. The fair value as of March 31, 2025 for Affiliate investments located in this region was $146,496. This represented 20.4% of net assets as of March 31, 2025.

(6)Portfolio company located in the Northeast region and Canada as determined by location of the corporate headquarters. The fair value as of March 31, 2025 for Affiliate investments located in this region was $37,791. This represented 5.3% of net assets as of March 31, 2025.

(7)Portfolio company located in the Southeast region as determined by location of the corporate headquarters. The fair value as of March 31, 2025 for Affiliate investments located in this region was $38,883. This represented 5.4% of net assets as of March 31, 2025.

(8)Portfolio company located in the Southwest region as determined by location of the corporate headquarters. The fair value as of March 31, 2025 for Control investments located in this region was $55,869. This represented 7.8% of net assets as of March 31, 2025. The fair value as of March 31, 2025 for Affiliate investments located in this region was $113,206. This represented 15.7% of net assets as of March 31, 2025.

(9)Portfolio company located in the West region as determined by location of the corporate headquarters. The fair value as of March 31, 2025 for Control investments located in this region was $514. This represented 0.1% of net assets as of March 31, 2025. The fair value as of March 31, 2025 for Affiliate investments located in this region was $30,884. This represented 4.3% of net assets as of March 31, 2025.

(10)All of the Fund’s portfolio investments are generally subject to restrictions on resale as “restricted securities,” unless otherwise noted.

(11)This schedule should be read in conjunction with the Consolidated Schedule of Investments and Notes to the Consolidated Financial Statements included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q. Supplemental information can be located within the Consolidated Schedule of Investments including end of period interest rate, preferred dividend rate, maturity date, investments not paid currently in cash and investments whose value was determined using significant unobservable inputs.

(12)Investment has an unfunded commitment as of March 31, 2025 (see Note I). The fair value of the investment includes the impact of the fair value of any unfunded commitments.

(13)Negative fair value is the result of the capitalized discount being greater than the principal amount outstanding on the loan.

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Quarterly Report on Form 10-Q contains forward-looking statements regarding the plans and objectives of management for future operations and which relate to future events or future performance or financial condition. Any such forward-looking statements may involve known and unknown risks, uncertainties and other factors which may cause MSC Income’s (as defined below) actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and MSC Income cannot assure you that the projections included in these forward-looking statements will come to pass. MSC Income’s actual results could differ materially from those expressed or implied by the forward-looking statements as a result of various factors, including, without limitation, the factors referenced in Item 1A entitled “Risk Factors” below in this Quarterly Report on Form 10-Q, if any, and discussed in Item 1A entitled “Risk Factors” in its Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (“SEC”) on February 27, 2026 and elsewhere in this Quarterly Report on Form 10-Q and its other SEC filings. Other factors that could cause actual results to differ materially include changes in the economy and future changes in laws or regulations and conditions in MSC Income’s operating areas.

MSC Income has based the forward-looking statements included in this Quarterly Report on Form 10-Q on information available to it on the date of this Quarterly Report on Form 10-Q, and assumes no obligation to update any such forward-looking statements, unless required to do so by applicable law. However, you are advised to refer to any additional disclosures that MSC Income may make directly to you or through reports that it in the future may file with the SEC, including subsequent periodic and current reports.

This discussion should be read in conjunction with MSC Income’s consolidated financial statements as of December 31, 2025, and for the year then ended, and Management’s Discussion and Analysis of Financial Condition and Results of Operations, both contained in its Annual Report on Form 10-K for the year ended December 31, 2025, as well as the consolidated financial statements (unaudited) and notes to the consolidated financial statements (unaudited) contained in this report.

ORGANIZATION

MSC Income Fund, Inc. (“MSIF” or, together with its consolidated subsidiaries, “MSC Income” or the “Fund”) is a principal investment firm primarily focused on providing debt capital to private (“Private Loan”) companies owned by or in the process of being acquired by a private equity fund (its “Private Loan investment strategy”). MSC Income’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 in its Private Loan investment strategy and primarily invests in secured debt investments of Private Loan companies generally headquartered in the U.S.

MSC Income also maintains a portfolio of customized long-term debt and equity investments in lower middle market (“LMM”) companies (its “LMM investment portfolio”), and through those investments the Fund has partnered with entrepreneurs, business owners and management teams in co-investments with Main Street Capital Corporation (“Main Street”), a New York Stock Exchange (“NYSE”) listed business development company (“BDC”), utilizing the customized “one-stop” debt and equity financing solutions provided in Main Street’s LMM investment strategy (the “LMM investment strategy”). Through the LMM investment strategy, MSC Income primarily invested in secured debt investments, equity investments, warrants and other securities of LMM companies typically based in the U.S. Effective upon the MSC Income Listing (as defined below) on January 29, 2025, MSC Income changed its investment strategy for investments in new portfolio companies to be solely focused on its Private Loan investment strategy, rather than its historical focus primarily on the Private Loan investment strategy and secondarily on the LMM investment strategy (as further discussed below).

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MSC Income also maintains a legacy portfolio of investments in larger middle market (“Middle Market”) companies (its “Middle Market investment portfolio”) and a limited portfolio of other portfolio (“Other Portfolio”) investments. MSC Income’s Middle Market investments are generally debt investments in companies owned by a private equity fund that were originally issued through a syndication financing process. MSC Income has generally stopped making new Middle Market investments and expects the size of its Middle Market investment portfolio to continue to decline in future periods as its existing Middle Market investments are repaid or sold. MSC Income’s Other Portfolio investments primarily consist of investments that are not consistent with the typical profiles for its Private Loan, LMM or Middle Market portfolio investments, including investments in unaffiliated investment companies and private funds managed by third parties. Similar to its Middle Market investments, MSC Income has generally stopped making new Other Portfolio investments and expects the size of its Other Portfolio to continue to decline in future periods as its existing Other Portfolio investments are repaid or sold.

The “Investment Portfolio,” as used herein, refers to all of MSC Income’s investments in Private Loan portfolio companies, investments in LMM portfolio companies, investments in Middle Market portfolio companies and Other Portfolio investments.

MSIF was formed in November 2011 to operate as an externally managed BDC under the Investment Company Act of 1940, as amended (the “1940 Act”). MSIF has elected to be treated for U.S. federal income tax purposes as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). As a result, MSIF generally does not pay corporate-level U.S. federal income taxes on any net ordinary taxable income or capital gains that it distributes to its stockholders.

On October 28, 2020, MSC Income’s stockholders approved the appointment of MSC Adviser I, LLC (the “Adviser”), which is wholly-owned by Main Street, as MSC Income’s investment adviser and administrator under an Investment Advisory and Administrative Services Agreement dated October 30, 2020 (the “Prior Investment Advisory Agreement”).

On January 29, 2025, MSC Income’s shares of common stock were listed on the NYSE under the ticker symbol “MSIF” (the “MSC Income Listing”).

On January 29, 2025, in connection with the MSC Income Listing, MSC Income entered into an Amended and Restated Investment Advisory and Administrative Services Agreement (the “Advisory Agreement”) with the Adviser. The Advisory Agreement was approved by the affirmative vote of the holders of a majority of MSC Income’s outstanding voting securities, as defined in the 1940 Act, at a special meeting of MSC Income’s stockholders held on December 11, 2024, and the Advisory Agreement became effective upon the MSC Income Listing. In such role, the Adviser has the responsibility to manage the business of MSC Income, including the responsibility to identify, evaluate, negotiate and structure prospective investments, make investment and portfolio management decisions, monitor its Investment Portfolio and provide ongoing administrative services.

On January 29, 2025, in connection with the MSC Income Listing, the Fund amended and restated its Articles of Amendment and Restatement, as amended, by filing new Articles of Amendment and Restatement of the Fund (the “New Articles”) with the State Department of Assessments and Taxation of the State of Maryland. The New Articles revised the Fund’s charter to, among other things, (i) include a provision that limits the transferability of shares of its common stock outstanding at the time of the MSC Income Listing during the 365-day period following the MSC Income Listing, (ii) reflect an amendment to delete provisions regarding restrictions and requirements applicable to its dividend reinvestment plan, (iii) reflect an amendment to delete provisions prohibiting acquisitions of assets in exchange for shares of its common stock and restricting certain transactions between the Fund and the Adviser and its affiliates and (iv) delete certain provisions required by, and remove references to, the NASAA Guidelines in order to conform certain provisions of the Fund’s charter more closely to provisions in the charters of other BDCs whose securities are listed and publicly-traded on a national securities exchange.

On January 30, 2025, in connection with the MSC Income Listing, MSC Income closed a follow-on public offering of 5,500,000 shares of its common stock, at the public offering price of $15.53 per share. In addition, on February 3, 2025, MSC Income issued and sold 825,000 additional shares of its common stock, at the public offering price of $15.53 per share, pursuant to the underwriters’ full exercise of their overallotment option (together with the offering and sale of the 5,500,000 shares, the “MSC Income Offering”). Net of underwriting discounts and commissions and offering costs, the Fund received net cash proceeds of $90.5 million in connection with the MSC Income Offering.

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MSIF has certain direct and indirect wholly-owned subsidiaries that have elected to be taxable entities (the “Taxable Subsidiaries”). The primary purpose of the Taxable Subsidiaries is to permit MSIF to hold equity investments in portfolio companies which are “pass-through” entities for tax purposes. MSIF also has certain direct and indirect wholly-owned subsidiaries formed for financing purposes (the “Structured Subsidiaries”).

Unless otherwise noted or the context otherwise indicates, the terms “MSC Income” and the “Fund” refer to MSIF and its consolidated subsidiaries, which include the Taxable Subsidiaries and the Structured Subsidiaries.

OVERVIEW OF THE BUSINESS

MSC Income’s principal investment objective is to maximize the Investment Portfolio’s total return, primarily by generating current income from debt investments and, to a lesser extent, by generating current income and capital appreciation from equity and equity-related investments, including warrants, convertible securities and other rights to acquire equity securities in a portfolio company. MSC Income seeks to achieve its investment objective primarily through its Private Loan investment strategy and its LMM investment portfolio. MSC Income’s Private Loan investment strategy involves investments in companies that generally have annual revenues between $25 million and $500 million and annual earnings before interest, tax, depreciation and amortization expenses (“EBITDA”) between $7.5 million and $50 million. MSC Income’s LMM investment portfolio consists of investments in companies that generally have annual revenues between $10 million and $150 million and annual EBITDA between $3 million and $20 million. MSC Income’s Private Loan and LMM investments generally range in size from $1 million to $30 million.

Private Loan investments primarily consist of debt securities that have primarily been originated directly by the Adviser or, to a lesser extent, through the Adviser’s strategic relationships with other investment funds on a collaborative basis through investments that are often referred to in the debt markets as “club deals” because of the small lender group size. In both cases, MSC Income’s Private Loan investments are typically made in a company owned by or in the process of being acquired by a private equity fund. The Fund’s Private Loan portfolio debt investments are generally secured by a first priority lien on the assets of the portfolio company and typically have a term of between three and seven years from the original investment date. The Fund may also co-invest with Main Street and the private equity fund in the equity securities of its Private Loan portfolio companies.

MSC Income has also historically sought to fill the financing gap for LMM businesses, which, historically, have had limited access to financing from commercial banks and other traditional sources. The underserved nature of the LMM created the opportunity for MSC Income to meet the financing needs of LMM companies while also negotiating favorable transaction terms and equity participation. MSC Income’s ability to invest across a company’s capital structure, from secured loans to equity securities, allowed it to offer portfolio companies a comprehensive suite of financing options, or a “one-stop” financing solution. MSC Income’s LMM portfolio debt investments are generally secured by a first priority lien on the assets of the portfolio company and typically have a term of between five and seven years from the original investment date.

In connection with the MSC Income Listing, the Fund’s Board of Directors and the Adviser decided to change its investment strategy with respect to new platform investments to be solely focused on the Fund’s Private Loan investment strategy. As a result, the size of the Fund’s LMM investment portfolio is expected to decrease over time as its existing LMM investments are repaid or sold in the ordinary course of business. The Fund does, however, plan to continue executing follow-on investments in its existing LMM portfolio companies going forward in accordance with its existing SEC order for co-investment exemptive relief.

MSC Income’s Middle Market investments are generally debt investments in companies owned by a private equity fund that were originally issued through a syndication financing process. MSC Income has generally stopped making new Middle Market investments and expects the size of its Middle Market investment portfolio to continue to decline in future periods as existing Middle Market investments are repaid or sold. MSC Income’s Middle Market debt investments generally range in size from $1 million to $20 million, are generally secured by a first priority lien on the assets of the portfolio company and typically have an expected duration of between three and seven years from the original investment date.

MSC Income’s Other Portfolio investments primarily consist of investments that are not consistent with the typical profiles for its Private Loan, LMM or Middle Market portfolio investments, including investments in unaffiliated investment companies and private funds managed by third parties. In the Fund’s Other Portfolio, it may incur indirect fees and expenses in connection with investments managed by third parties. Similar to MSC Income’s Middle Market investments, the Fund has generally stopped making new Other Portfolio investments and expects the size of its Other Portfolio to continue to decline in future periods as existing Other Portfolio investments are repaid or sold.

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Subject to changes in MSC Income’s cash and overall liquidity, it may in the future invest in short-term portfolio investments that are atypical of its Private Loan and LMM portfolio investments in that they would be intended to be a short-term deployment of capital. These assets would be expected to be realized in one year or less and would not be expected to be a significant portion of MSC Income’s overall Investment Portfolio.

MSC Income’s portfolio investments are generally made through MSIF, the Taxable Subsidiaries and the Structured Subsidiaries. MSIF, the Taxable Subsidiaries and the Structured Subsidiaries share the same investment strategies and criteria. An investor’s return in MSIF will depend, in part, on the Taxable Subsidiaries’ and the Structured Subsidiaries’ investment returns as they are wholly-owned subsidiaries of MSIF.

The level of new portfolio investment activity will fluctuate from period to period based upon MSC Income’s view of the current economic fundamentals, its ability to identify new investment opportunities that meet its investment criteria, its ability to consummate the identified opportunities and its available liquidity. The level of new investment activity, and associated interest and fee income, will directly impact future investment income. In addition, the level of dividends paid by portfolio companies and the portion of the Fund’s portfolio debt investments on non-accrual status will directly impact future investment income. While MSC Income intends to grow its portfolio and its investment income over the long term, growth and operating results may be more limited during depressed economic periods. However, the Fund intends to appropriately manage its cost structure and liquidity position based on applicable economic conditions and investment outlook. The level of realized gains or losses and unrealized appreciation or depreciation on investments will also fluctuate depending upon portfolio activity, economic conditions and the performance of individual portfolio companies. The changes in realized gains and losses and unrealized appreciation or depreciation could have a material impact on the Fund’s operating results.

MSC Income has received an exemptive order from the SEC permitting co-investments among it, Main Street and other advisory clients of the Adviser in certain negotiated transactions where co-investing would otherwise be prohibited under the 1940 Act. MSC Income has made co-investments with, and in the future intends to continue to make co-investments with, Main Street and other advisory clients of the Adviser, in accordance with the conditions of the order. Because the Adviser is wholly-owned by Main Street and is not managing MSC Income’s investment activities as its sole activity, this may provide the Adviser an incentive to allocate opportunities to Main Street or its other advisory clients instead of MSC Income. However, both MSC Income and the Adviser have adopted policies and procedures pursuant to the order to manage this conflict and ensure that investment opportunities are allocated in a manner that is fair and equitable considering each investor’s interests, including oversight of the co-investment program by the independent members of MSC Income’s and Main Street’s boards of directors and their required approval of certain co-investment transactions thereunder. In addition to the co-investment program described above, MSC Income also co-invests in certain investment transactions where price is the only negotiated point by the Fund and its affiliates.

INVESTMENT PORTFOLIO SUMMARY

A summary of the Fund’s Private Loan and LMM portfolio investments as of March 31, 2026 and December 31, 2025 is as follows (this information excludes Middle Market portfolio investments and Other Portfolio investments, which are discussed further below):

			March 31, 2026
			Private Loan						LMM (a)
			(dollars in millions)
Number of portfolio companies			80						55
Fair value			$	823.1					$	507.6
Cost			$	843.1					$	399.7
Debt investments as a % of portfolio (at cost)			93.1		%				71.3		%
Equity investments as a % of portfolio (at cost)			6.9		%				28.7		%
% of debt investments at cost secured by first priority lien			99.5		%				99.9		%
Weighted-average annual effective yield (b)			10.5		%				12.6		%
Average EBITDA (c)			$	30.6					$	12.1

__________________

(a)As of March 31, 2026, MSC Income had equity ownership in all of its LMM portfolio companies, and the average fully diluted equity ownership in those portfolio companies was 8%.

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(b)The weighted-average annual effective yields were computed using the effective interest rates for all debt investments as of March 31, 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 March 31, 2026. The weighted-average annual effective yield on the Fund’s debt portfolio as of March 31, 2026, including debt investments on non-accrual status, was 10.1% for the Private Loan portfolio investments and 11.9% for the LMM portfolio investments. The weighted-average annual effective yield is not reflective of what an investor in shares of MSC Income’s common stock will realize on their investment because it does not reflect changes in the market value of MSC Income’s stock, MSC Income’s utilization of debt capital in its capital structure, MSC Income’s expenses or any sales load paid by an investor.

(c)The average EBITDA is calculated using a weighted-average for Private Loan portfolio companies and a simple average for LMM portfolio companies. These calculations exclude certain portfolio companies, including four Private Loan portfolio companies and three 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 purpose is to own real estate and those portfolio companies whose primary operations have ceased and only residual value remains.

			December 31, 2025
			Private Loan						LMM (a)
			(dollars in millions)
Number of portfolio companies			81						55
Fair value			$	809.0					$	487.6
Cost			$	821.7					$	384.8
Debt investments as a % of portfolio (at cost)			92.1		%				70.6		%
Equity investments as a % of portfolio (at cost)			7.9		%				29.4		%
% of debt investments at cost secured by first priority lien			99.9		%				99.9		%
Weighted-average annual effective yield (b)			10.7		%				12.4		%
Average EBITDA (c)			$	30.0					$	11.7

________________

(a)As of December 31, 2025, MSC Income had equity ownership in all of its LMM portfolio companies, and the 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 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 the Fund’s debt portfolio as of December 31, 2025, including debt investments on non-accrual status, was 10.3% for the Private Loan portfolio investments and 11.7% for the LMM portfolio investments. The weighted-average annual effective yield is not reflective of what an investor in shares of MSC Income’s common stock will realize on their investment because it does not reflect changes in the market value of MSC Income’s stock, MSC Income’s utilization of debt capital in its capital structure, MSC Income’s expenses or any sales load paid by an investor.

(c)The average EBITDA is calculated using a weighted-average for Private Loan portfolio companies and a simple average for LMM portfolio companies. These calculations exclude certain portfolio companies, including four Private Loan portfolio companies and three 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 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, MSC Income achieved an annualized total return on investments of 9.8% and 10.6%, respectively. For the year ended December 31, 2025, MSC Income achieved a total return on investments of 13.9%. 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. MSC Income’s total return on investments is not reflective of what an investor in shares of MSC Income’s common stock will realize on their investment because it does not reflect changes in the market value of MSC Income’s stock, MSC Income’s utilization of debt capital in its capital structure, MSC Income’s expenses or any sales load paid by an investor.

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As of March 31, 2026, MSC Income had Middle Market portfolio investments in eight portfolio companies, collectively totaling $23.0 million in fair value and $40.3 million in cost basis, which comprised 1.7% and 3.1% of the Investment Portfolio at fair value and cost, respectively. As of December 31, 2025, MSC Income had Middle Market portfolio investments in eight portfolio companies, collectively totaling $23.3 million in fair value and $39.8 million in cost basis, which comprised 1.7% and 3.2% of the Investment Portfolio at fair value and cost, respectively.

As of March 31, 2026, MSC Income had Other Portfolio investments in seven entities, spread across four investment managers, collectively totaling $15.6 million in fair value and $13.4 million in cost basis, which comprised 1.1% and 1.0% of the Investment Portfolio at fair value and cost, respectively. As of December 31, 2025, MSC Income had Other Portfolio investments in six entities, spread across four investment managers, collectively totaling $15.5 million in fair value and $13.7 million in cost basis, which comprised 1.2% and 1.1% of the Investment Portfolio at fair value and cost, respectively.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements and related disclosures in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and contingent assets and liabilities as 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 MSC Income’s 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. MSC Income’s critical accounting policies and estimates include the Investment Portfolio Valuation and Revenue Recognition policies described below. MSC Income’s 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 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

Investment Portfolio Valuation

The most significant determination inherent in the preparation of MSC Income’s consolidated financial statements is the valuation of the Investment Portfolio and the related amounts of unrealized appreciation and depreciation. The Fund considers this determination to be a critical accounting estimate, given the significant judgments and subjective measurements required. As of both March 31, 2026 and December 31, 2025, the Fund’s Investment Portfolio valued at fair value represented 97% of its total assets. MSC Income is required to report its investments at fair value. The Fund follows 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 the Fund 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 the Valuation Procedures (as defined below).

Due to the inherent uncertainty in the valuation process, MSC Income’s determination of fair value for the Investment Portfolio may differ materially from the values that would have been determined had a ready market for the securities existed. In addition, changes in the market environment, portfolio company performance and other events that may occur over the lives of the investments may cause the gains or losses ultimately realized on these investments to be materially different than the valuations currently assigned. MSC Income determines the fair value of each individual investment and records changes in fair value as unrealized appreciation or depreciation.

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. MSC Income’s Board of Directors has approved policies and procedures pursuant to Rule 2a-5 (the “Valuation Procedures”) and designated the Adviser, led by a group of its executive officers, to serve as the Board of Directors’ valuation designee thereunder. MSC Income believes the Investment Portfolio as of March 31, 2026 and December 31, 2025 approximates fair value as of those dates based on the markets in which the Fund operates and other conditions in existence on those reporting dates.

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Revenue Recognition

Interest and Dividend Income

MSC Income records 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. The Fund evaluates accrued interest and dividend income periodically for collectability. When a loan or debt security becomes 90 days or more past due, and if the Fund otherwise does not expect the debtor to be able to service its debt obligation, it 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 sold or written off, the Fund removes it from non-accrual status. Generally, any interest payments received for investments on non-accrual status reduce the cost basis of the investment and are not recorded as income.

Fee Income

MSC Income may periodically provide services, including structuring and advisory services, to 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.

Payment-in-Kind (“PIK”) Interest and Cumulative Dividends

MSC Income holds certain debt and preferred equity instruments in its 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.8. — 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 MSC Income may not have collected the PIK interest and cumulative dividends in cash. MSC Income stops accruing PIK interest and cumulative dividends and writes off any accrued and uncollected interest and dividends in arrears when it determines that such PIK interest and dividends in arrears are no longer collectible. For the three months ended March 31, 2026 and 2025, (i) 7.3% and 5.8%, respectively, of MSC Income’s total investment income was attributable to PIK interest income not paid currently in cash and (ii) 0.8% and 0.2%, respectively, of MSC Income’s total investment income was attributable to cumulative dividend income not paid currently in cash.

INVESTMENT PORTFOLIO COMPOSITION

A summary of the composition of MSC Income’s total combined Private Loan, LMM and Middle Market portfolio investments at cost and fair value by type of investment as a percentage of the total combined Private Loan, LMM and Middle Market portfolio investments as of March 31, 2026 and December 31, 2025 is as follows (this information excludes Other Portfolio investments, which are discussed above):

Cost:						March 31, 2026						December 31, 2025
First lien debt						85.6		%				85.1		%
Equity						13.9						14.7
Second lien debt						0.3						—
Equity warrants						0.2						0.2
Other						—						—
						100.0		%				100.0		%

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Fair Value:						March 31, 2026						December 31, 2025
First lien debt						77.3		%				77.1		%
Equity						21.8						22.3
Second lien debt						0.3						—
Equity warrants						0.6						0.6
Other						—						—
						100.0		%				100.0		%

The Fund’s Private Loan, LMM and Middle Market portfolio investments carry a number of risks, 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 the Investment Portfolio. See Item 1A. Risk Factors contained in Part II of this Form 10-Q for further information.

PORTFOLIO ASSET QUALITY

The Adviser utilizes an internally developed investment rating system to rate the performance of each Private Loan, LMM and Middle Market portfolio company and to monitor the expected level of returns on each of the Private Loan, LMM and Middle Market investments in relation to the expectations for the portfolio company. The investment rating system takes into consideration various factors, including, but not limited to, each investment’s expected level of returns, the collectability of the Fund’s debt investments and the ability to receive a return of the invested capital in the Fund’s equity investments, comparisons to competitors and other industry participants, the portfolio company’s future outlook and other factors that are deemed to be significant to the portfolio company.

As of March 31, 2026, investments on non-accrual status were $15.1 million at fair value and $55.0 million at cost and comprised 1.1% and 4.2% of MSC Income’s total Investment Portfolio at fair value and cost, respectively. As of December 31, 2025, investments on non-accrual status were $13.7 million at fair value and $49.0 million at cost and comprised 1.0% and 3.9% of MSC Income’s total Investment Portfolio at fair value and cost, respectively.

The operating results of the Fund’s portfolio companies are impacted by changes in the broader fundamentals of the U.S. economy. In periods during which the U.S. economy contracts, it is likely that the financial results of small to mid-sized companies, like those in which the Fund invests, 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 debt investments or in realized losses on investments and to difficulty in maintaining historical dividend payment rates and unrealized appreciation on the Fund’s equity investments. Consequently, the Fund 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 the Fund’s future results.

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DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS

Comparison of the three months ended March 31, 2026 and 2025

Set forth below is a comparison of the results of operations and a reconciliation of net investment income to adjusted net investment income and to adjusted net investment income before taxes for the three months ended March 31, 2026 and 2025.

			Three Months Ended March 31,												Net Change
			2026						2025						Amount						%
			(dollars in thousands)
Total investment income			$	34,087					$	33,227					$	860					3		%
Total expenses, net of expense waivers			(16,846)						(16,439)						(407)						2		%
Net investment income before taxes			17,241						16,788						453						3		%
Excise tax expense			(50)						(192)						142						(74)		%
Federal and state income and other tax expenses			(956)						(850)						(106)						12		%
Net investment income			16,235						15,746						489						3		%
Net realized loss			(241)						(21,066)						20,825						NM
Net unrealized appreciation (depreciation)			(2,643)						18,783						(21,426)						NM
Income tax benefit (provision) on net realized loss and net unrealized appreciation (depreciation)			(128)						2,412						(2,540)						NM
Net increase in net assets resulting from operations			$	13,223					$	15,875					$	(2,652)					(17)		%

			Three Months Ended March 31,												Net Change
			2026						2025						Amount						%
			(dollars in thousands)
Net investment income			$	16,235					$	15,746					$	489					3		%
Incentive fee on capital gains (a)			(638)						—						(638)						NM
Adjusted net investment income (b)			$	15,597					$	15,746					$	(149)					(1)		%
Excise tax expense			50						192						(142)						(74)		%
Federal and state income and other tax expenses			956						850						106						12		%
Adjusted net investment income before taxes (c)			$	16,603					$	16,788					$	(185)					(1)		%
Net investment income per share—Basic and diluted			$	0.35					$	0.35					$	—					—		%
Adjusted net investment income per share—Basic and diluted (b)			$	0.34					$	0.35					$	(0.01)					(3)		%
Adjusted net investment income before taxes per share—Basic and diluted (c)			$	0.36					$	0.38					$	(0.02)					(5)		%

_________________

NM — Net Change % not meaningful

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(a)Pursuant to the 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) 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 MSC Income Listing date 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 first quarter of 2026, the Fund reduced the accrual on the capital gains incentive fee by $0.6 million. See Note J — Related Party Transactions and Arrangements in the notes to the consolidated financial statements included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

(b)Adjusted net investment income is net investment income as determined in accordance with U.S. GAAP, excluding the impact of the capital gains incentive fee. MSC Income believes presenting adjusted net investment income and the related per share amounts 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 net investment income. However, adjusted 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 MSC Income’s financial performance. A reconciliation of net investment income in accordance with U.S. GAAP to adjusted net investment income is detailed in the table above.

(c)Adjusted net investment income before taxes is net investment income as determined in accordance with U.S. GAAP, excluding the impact of any tax expenses included in net investment income and the capital gains incentive fee. MSC Income believes presenting adjusted net investment income before taxes and the related per share amounts 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 net investment income and (ii) 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, adjusted 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 MSC Income’s financial performance. A reconciliation of net investment income in accordance with U.S. GAAP to adjusted net investment income before taxes is detailed in the table above.

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Investment Income

Total investment income for the three months ended March 31, 2026 was $34.1 million, a 3% increase from the $33.2 million for the corresponding period of 2025. A summary of the changes in the comparable period activity is as follows:

			Three Months Ended March 31,												Net Change
			2026						2025						Amount						%
			(dollars in thousands)
Interest income			$	29,379					$	27,424					$	1,955					7		%	(a)
Dividend income			3,538						5,142						(1,604)						(31)		%	(b)
Fee income			1,170						661						509						77		%	(c)
Total investment income			$	34,087					$	33,227					$	860					3		%	(d)

_________________

(a)The increase in interest income was principally attributable 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 interest rates on floating rate Investment Portfolio debt investments.

(b)The decrease in dividend income was primarily a result of a $1.5 million decrease in dividend income from the Fund’s LMM portfolio companies.

(c)The increase in fee income was primarily due to a $0.3 million increase in fees related to increased investment activity.

(d)The increase in total investment income is after the impact of a net decrease of $0.2 million in certain income considered less consistent or non-recurring, primarily related to decreases of (i) $0.2 million in such dividend income and (ii) $0.2 million in such interest income from accelerated prepayment, repricing and other activity related to certain Investment Portfolio debt investments, partially offset by a $0.2 million increase in such fee income.

Expenses

Total expenses, net of expense waivers for the three months ended March 31, 2026 were $16.8 million, a 2% increase from $16.4 million in the corresponding period of 2025. A summary of the changes in the comparable period activity is as follows:

			Three Months Ended March 31,												Net Change
			2026						2025						Amount						%
			(dollars in thousands)
Interest			$	8,920					$	8,243					$	677					8		%	(a)
Base management fees			5,225						4,972						253						5		%	(b)
Incentive fee on income			3,099						2,023						1,076						53		%	(c)
Incentive fee on capital gains			(638)						—						(638)						NM			(d)
General and administrative			1,039						1,027						12						1		%
Internal administrative services expenses			186						174						12						7		%
Total expenses before expense waivers			17,831						16,439						1,392						8		%
Waiver of incentive fee on income			(985)						—						(985)						NM			(c)
Total expenses, net of expense waivers			$	16,846					$	16,439					$	407					2		%

_________________

(a)The increase in interest expense was primarily related to an increase in weighted-average outstanding borrowings used to fund the growth of the Fund’s Investment Portfolio, partially offset by decreased weighted-average interest rates on the Credit Facilities (as defined in the Liquidity and Capital Resources section below) due to (i) decreases in benchmark floating index interest rates and (ii) a decrease to the applicable interest rate spread resulting from the amendment of the SPV Facility in March 2025 (as defined in the Liquidity and Capital Resources section below).

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(b)The increase in base management fees was primarily the result of the Fund’s increased average total assets, partially offset by the benefit of the lower base management fee percentage for the full quarter in the first quarter of 2026 compared to the benefit for a partial quarter in the first quarter of 2025 as a result of the Fund’s entry into the Advisory Agreement with the Adviser, effective upon the MSC Income Listing.

(c)The increase in incentive fee on income, net of waivers, is the result of an increase in the gross calculated incentive fee on income of $1.1 million, partially offset by a $1.0 million voluntary permanent waiver of incentive fee on income by the Adviser. The increase in the gross calculated incentive fee on income is a result of changes to the incentive fee on income calculation under the Advisory Agreement.

(d)The reduction in the capital gains incentive fee accrual is due to the net fair value depreciation of the Fund’s investments in the first quarter of 2026.

Net Investment Income

Net investment income for the three months ended March 31, 2026 increased to $16.2 million, or $0.35 per share, compared to $15.7 million, or $0.35 per share, in the corresponding period of 2025. The increase in net investment income was primarily attributable to an increase in total investment income, partially offset by an increase in total expenses, net of waivers, each as discussed above. Net investment income on a per share basis includes the impact of a 3% increase in the weighted-average shares outstanding compared to the three months ended March 31, 2025, primarily due to shares issued through the MSC Income Offering and shares issued through the dividend reinvestment plan, partially offset by shares repurchased by the Fund, in each case since the beginning of the comparable period of the prior year. Net investment income on a per share basis for the three months ended March 31, 2026 includes a $0.01 per share decrease in investment income considered less consistent or non-recurring in nature when compared to prior year.

Adjusted Net Investment Income

Adjusted net investment income for the three months ended March 31, 2026 decreased 1% to $15.6 million, or $0.34 per share, compared to $15.7 million, or $0.35 per share, in the corresponding period of 2025. The decrease in adjusted net investment income was primarily due to the same factors discussed above for the change in net investment income, but excluding the impact of the decrease in the capital gains incentive fee accrual. The decrease in adjusted net investment income per share reflects (i) the decrease in adjusted net investment income after the impact of the increase in weighted-average shares outstanding for the three months ended March 31, 2026 and (ii) a $0.01 per share decrease in investment income considered less consistent or non-recurring in nature, in both cases as discussed above.

Net Realized Loss

A summary of the primary components of the total net realized loss on investments of $0.2 million for the three months ended March 31, 2026 is as follows:

			Three Months Ended March 31, 2026
			Full Exits												Partial Exits												Restructures												Other (a)						Total
			Net Gain/(Loss)						# of Portfolio Companies						Net Gain/(Loss)						# of Portfolio Companies						Net Gain/(Loss)						# of Portfolio Companies						Net Gain/(Loss)						Net Gain/(Loss)
			(dollars in thousands)
Private Loan portfolio			$	(674)					3						$	—					—						$	—					—						$	404					$	(270)
LMM portfolio			—						—						—						—						—						—						28						28
Middle Market portfolio			—						—						—						—						—						—						1						1
Other Portfolio			—						—						—						—						—						—						—						—
Total net realized gain/(loss)			$	(674)					3						$	—					—						$	—					—						$	433					$	(241)

_________________

(a)Other activity includes realized gains and losses from transactions involving seven portfolio companies which are not considered to be significant individually or in the aggregate.

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Net Unrealized Depreciation

A summary of the total net unrealized depreciation of $2.6 million for the three months ended March 31, 2026 is as follows:

			Three Months Ended March 31, 2026
			Private Loan						LMM (a)						Middle Market						Other						Total
			(in thousands)
Accounting reversals of net unrealized (appreciation) depreciation recognized in prior periods due to net realized (gains / income) losses recognized during the current period			$	415					$	(395)					$	—					$	—					$	20
Net unrealized appreciation (depreciation) relating to portfolio investments			(7,599)						5,442						(820)						314						(2,663)
Total net unrealized appreciation (depreciation) relating to portfolio investments			$	(7,184)					$	5,047					$	(820)					$	314					$	(2,643)

_________________

(a)Includes unrealized appreciation on 27 LMM portfolio investments and unrealized depreciation on 12 LMM portfolio investments.

Income Taxes

MSC Income’s income taxes include excise tax expense at MSIF and federal and state income and other tax expenses at the Taxable Subsidiaries. MSIF has elected to be treated for U.S. federal income tax purposes as a RIC. MSIF’s taxable income includes the taxable income generated by MSIF and certain of its subsidiaries, including the Structured Subsidiaries, which are treated as disregarded entities for tax purposes. As a result of its investment activities and dividend policy and activities, MSIF 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 March 31, 2026 when compared to the prior year is due to a reduction in the estimated undistributed taxable income at MSIF, which is taxed at a 4% rate. The net investment income related federal and state income and other tax expenses increase for the three months ended March 31, 2026 when compared to the prior year is due to increases in taxable net investment income at the Taxable Subsidiaries.

The Taxable Subsidiaries also incur taxes on realized gains (losses) and unrealized appreciation (depreciation). These taxes will change over time due to changes in the valuations of portfolio investments and realized gains and losses, in each case, on investments owned by the Taxable Subsidiaries.

Net Increase in Net Assets Resulting from Operations

The net increase in net assets resulting from operations for the three months ended March 31, 2026 was $13.2 million, or $0.29 per share, compared with $15.9 million, or $0.36 per share, for the three months ended March 31, 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 March 31, 2026 as compared to the three months ended March 31, 2025.

LIQUIDITY AND CAPITAL RESOURCES

Cash Flows

For the three months ended March 31, 2026, MSC Income realized a net decrease in cash and cash equivalents of $5.1 million, which is the net result of $18.4 million of cash used in operating activities and $13.3 million of cash provided by financing activities.

The $18.4 million of cash used in operating activities resulted primarily from cash uses totaling $73.7 million for the funding of new and follow-on portfolio investments, partially offset by (i) cash proceeds totaling $41.6 million from the repayments of debt investments and sales of and return of capital from equity investments, (ii) cash flows generated from operating profits earned totaling $12.9 million, which is net investment income, excluding the non-cash effects of deferred taxes, the accretion of unearned income, PIK interest income, cumulative dividends and the amortization expense for deferred financing costs and (iii) $1.0 million in net cash uses related to changes in other assets and liabilities.

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The $13.3 million of cash provided by financing activities principally consisted of $150.0 million in net cash proceeds from the issuance of the May 2029 Notes (as defined below), partially offset by (i) $103.0 million in net cash repayments on the Credit Facilities, (ii) $16.8 million in cash dividends paid to stockholders, (iii) $16.0 million for the repurchases of common stock and (iv) $0.9 million for the payment of deferred financing costs.

Share Repurchases

See Note G — Share Repurchases 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 description of the 10b5-1 Repurchase Plan and shares repurchased thereunder during the three months ended March 31, 2026.

Capital Resources

As of March 31, 2026, MSC Income had $15.6 million in cash and cash equivalents and $194.4 million of unused capacity under the Credit Facilities (as defined below), which the Fund maintains to support investment and operating activities. As of March 31, 2026, the Fund’s net asset value (“NAV”) totaled $719.5 million, or $15.87 per share.

As of March 31, 2026, MSC Income had $83.0 million outstanding and $162.0 million of undrawn commitments under its floating rate multi-year revolving credit facility (the “Corporate Facility”) and, through MSIF Funding, had $267.0 million outstanding and $33.0 million of undrawn commitments under its special purpose vehicle revolving credit facility (the “SPV Facility”), both of which approximated fair value. Availability under the Credit Facilities is subject to certain leverage and borrowing base limitations, covenants, reporting and other requirements customary for similar credit facilities.

On February 26, 2026, Main Street provided MSC Income with a revolving line of credit pursuant to an Unsecured Revolving Promissory Note (as amended, restated or otherwise modified, the “Main Street Facility” and, together with the SPV Facility and the Corporate Facility, the “Credit Facilities”), which currently provides for borrowings up to $30.0 million. Borrowings under the Main Street Facility bear interest at a rate of SOFR plus 4.5%, subject to a 2.0% SOFR floor and mature in December 2029. Available borrowings under the Main Street Facility are subject to a 0.25% non-use fee. The borrowings under the Main Street Facility are unsecured. As of March 31, 2026, there were no borrowings outstanding under the Main Street Facility.

For further information on the Credit Facilities, including key terms and financial covenants, refer to Note D — Debt in the notes to the consolidated financial statements included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

In March 2026, the Fund issued $150.0 million in aggregate principal amount of 6.34% Series A Notes due May 2029 (the “May 2029 Notes”). The outstanding aggregate principal amount of the May 2029 Notes was $150.0 million as of March 31, 2026. For more information on the May 2029 Notes, including key terms and financial covenants, refer to Note D — Debt in the notes to the consolidated financial statements included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

In October 2021, the Fund issued $77.5 million in aggregate principal amount of 4.04% Senior Notes due 2026 (the “October 2026 Notes”), and an additional $72.5 million in aggregate principal amount of October 2026 Notes in January 2022. The outstanding aggregate principal amount of the October 2026 Notes was $150.0 million as of both March 31, 2026 and December 31, 2025. For more information on the October 2026 Notes, including key terms and financial covenants, refer to Note D — Debt in the notes to the consolidated financial statements included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

On January 30, 2025, the Fund closed a follow-on public offering of 5,500,000 shares of its common stock, at the public offering price of $15.53 per share, in connection with the MSC Income Listing. In addition, on February 3, 2025, the Fund issued and sold 825,000 additional shares of its common stock, at the public offering price of $15.53 per share, pursuant to the underwriters’ full exercise of their overallotment option. Net of underwriting discounts and commissions and offering costs, the Fund received net cash proceeds of $90.5 million in connection with the follow-on public equity offering.

MSC Income periodically invests excess cash balances into marketable securities. The primary investment objective of marketable securities is to generate incremental cash returns on excess cash balances prior to utilizing those funds for investment in Private Loan and LMM portfolio investments. Marketable securities generally consist of money market funds and certificates of deposit with financial institutions.

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If MSC Income’s common stock trades below NAV per share, the Fund will generally not be able to issue additional common stock at the market price, unless the stockholders approve such a sale and the Board of Directors makes certain determinations. At the 2025 Annual Meeting of Stockholders, MSC Income received approval from its stockholders to have the flexibility, with the approval of the Board of Directors, to offer and sell shares of its common stock at a price below the current NAV per share until September 9, 2026. The Fund may also seek such authorization at future annual or special meetings of stockholders. Any decision to sell shares of MSC Income’s common stock below the then current NAV per share of the common stock would be subject to the determination by the Board of Directors that such issuance is in the Fund’s and its stockholders’ best interests.

In order to satisfy the Code requirements applicable to a RIC, MSC Income intends to distribute to its stockholders, after consideration and application of its ability under the Code to carry forward certain excess undistributed taxable income from one tax year into the next tax year, substantially all of the Fund’s taxable income.

In addition, as a BDC, MSC Income is allowed to borrow amounts such that its asset coverage ratio, or BDC asset coverage ratio, of its total assets to its total senior securities, which includes borrowings and any preferred stock the Fund may issue in the future, of at least 200% (or 150% if certain requirements are met). On January 29, 2025, the Board of Directors, including a “required majority” (as such term is defined in Section 57(o) of the 1940 Act) of the Board of Directors, approved the application of the reduced BDC asset coverage ratio. As a result the BDC asset coverage ratio requirement applicable to MSC Income decreased from 200% to 150% effective January 29, 2026. As of March 31, 2026, the Fund’s BDC asset coverage ratio was 211%.

Although MSC Income has been able to secure access to additional liquidity, including through the Credit Facilities, the Master Note Purchase Agreement dated October 22, 2021 governing the October 2026 Notes (the “October 2026 Note Purchase Agreement”) and the Master Note Purchase Agreement dated March 12, 2026 governing the May 2029 Notes (the “May 2029 Note Purchase Agreement”), there is no assurance that debt or equity capital will be available to the Fund in the future on favorable terms, or at all.

Recently Issued or Adopted Accounting Standards

From time to time, new accounting pronouncements are issued by the FASB or other standards-setting bodies that are adopted by MSC Income as of the specified effective date. The Fund believes that the impact of recently issued standards and any that are not yet effective will not have a material impact on its consolidated financial statements upon adoption. For a description of recently issued or adopted accounting standards, see Note B.13. — Summary of Significant Accounting Policies — Recently Issued or Adopted Accounting Standards in the notes to the consolidated financial statements included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

Inflation

Inflation has not historically had a significant effect on the Fund’s results of operations in any of the reporting periods presented herein. However, the Fund’s portfolio companies have experienced, specifically including over the last few years, as a result of recent geopolitical events, uncertainty with respect to the imposition of tariffs on and trade disputes with certain countries, supply chain and labor issues, and may continue to experience, the increasing impacts of inflation on their operating results, including periodic escalations in their costs for labor, raw materials and third-party services and required energy consumption. These issues and challenges related to inflation are receiving significant attention from the Fund’s investment teams and the management teams of its portfolio companies as they work to manage these growing challenges. Prolonged or more severe impacts of inflation to portfolio companies could continue to affect their operating profits and, thereby, increase their borrowing costs, and as a result negatively impact their ability to service their debt obligations and/or reduce their available cash for distributions. In addition, these factors could have a negative effect on the fair value of investments in these portfolio companies. The combined impacts therefrom in turn could negatively affect the Fund’s results of operations.

Off-Balance Sheet Arrangements

MSC Income may be a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financial needs of its portfolio companies. These instruments include commitments to extend credit and fund equity capital and involve, to varying degrees, elements of liquidity and credit risk in excess of the amount recognized in the Consolidated Balance Sheets. As of March 31, 2026, MSC Income had a total of $115.9 million in outstanding commitments comprised of (i) 59 investments with commitments to fund revolving loans that had not been fully drawn or term loans with additional commitments not yet funded and (ii) three investments with equity capital commitments that had not been fully called.

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Contractual Obligations

As of March 31, 2026, the Fund’s future commitments for cash payments in connection with the Credit Facilities, the October 2026 Notes and the May 2029 Notes for each of the next five years and thereafter are as follows:

			2026						2027						2028						2029						2030						Thereafter						Total
			(in thousands)
SPV Facility (1)			$	—					$	—					$	—					$	—					$	267,000					$	—					$	267,000
Corporate Facility (1)			—						—						—						83,000						—						—						83,000
Main Street Facility (1)			—						—						—						—						—						—						—
October 2026 Notes			150,000						—						—						—						—						—						150,000
Interest due on October 2026 Notes			6,060						—						—						—						—						—						6,060
May 2029 Notes			—						—						—						150,000						—						—						150,000
Interest due on May 2029 Notes			7,608						9,510						9,510						3,963						—						—						30,591
Total			$	163,668					$	9,510					$	9,510					$	236,963					$	267,000					$	—					$	686,651

_________________

(1)Future interest payments on the Credit Facilities have not been included, as these amounts fluctuate over time depending on the current interest rates and amounts outstanding.

Related Party Transactions and Agreements

MSC Income has entered into agreements with the Adviser and/or certain of its affiliates and other parties whereby the Fund pays certain fees and reimbursements to these entities. In addition, the Fund makes payments to the Adviser for certain services that include the identification, execution and management of investments and also the management of day-to-day operations provided by the Adviser, pursuant to various agreements that MSC Income has entered into. See Note J — Related Party Transactions in the notes to the consolidated financial statements included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q for additional information regarding these related party transactions and agreements.

Recent Developments

In May 2026, the Board of Directors approved a change to its regular dividend payment frequency from quarterly to monthly beginning in July 2026. Additionally, MSC Income declared regular monthly dividends of $0.11 per share for each month of July, August and September 2026, or total regular monthly dividends of $0.33 per share for the third quarter of 2026, and a supplemental dividend of $0.03 per share, payable in September 2026, resulting in total dividends declared for the third quarter of 2026 of $0.36 per share.

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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

MSC Income is subject to financial market risks, including changes in interest rates, and changes in interest rates may affect both the Fund’s interest expense on the debt outstanding under the Credit Facilities and the interest income from portfolio investments. The Fund’s risk management systems and procedures are designed to identify and analyze risk, to set appropriate policies and limits and to continually monitor these risks. The Fund’s investment income will be affected by changes in various interest rate indices, including SOFR and Prime rates, to the extent that any debt investments include floating interest rates. See Risk Factors — Risks Related to MSC Income's Business and Structure — MSC Income is subject to risks associated with the interest rate environment and changes in interest rates will affect its cost of capital, net investment income and the value of its investments. and Risk Factors — Risks Related to Leverage — Because MSC Income borrows money, the potential for gain or loss on amounts invested in MSC Income is magnified and may increase the risk of such investment. included in the Fund’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 for more information regarding risks associated with debt investments and borrowings that utilize SOFR or Prime as a reference rate.

The majority of MSC Income’s debt investments are made with either fixed interest rates or floating rates that are subject to contractual minimum interest rates for the term of the investment. As of March 31, 2026, 77% of MSC Income’s Investment Portfolio debt investments (at cost) bore interest at floating rates, 97% of which were subject to contractual minimum interest rates. As of March 31, 2026, 46% of MSC Income’s debt obligations bore interest at fixed rates. MSC Income’s interest expense will be affected by changes in the published SOFR in connection with the Credit Facilities; however, the interest rates on the outstanding October 2026 Notes and May 2029 Notes are fixed for the life of such debt. As of March 31, 2026, MSC Income had not entered into any interest rate hedging arrangements. Due to the Fund’s limited use of derivatives, it has claimed an exclusion from the definition of the term “commodity pool operator” under the Commodity Exchange Act and, therefore, is not subject to registration or regulation as a pool operator thereunder. The Fund operates, and expects to continue to operate, as a “limited derivatives user” under Rule 18f-4 under the 1940 Act.

The approximate annualized increase or decrease in the components of net investment income due to hypothetical base rate changes in interest rates, assuming no changes in the Fund’s investments and borrowings as of March 31, 2026, is as follows:

Basis Point Change						Increase (Decrease) in Interest Income						(Increase) Decrease in Interest Expense						Increase (Decrease) in Pre-Incentive Fee Net Investment Income						(Increase) Decrease in Incentive Fee on Income Expense (1)						Increase (Decrease) in Net Investment Income						Increase (Decrease) in Net Investment Income per Share
						(dollars in thousands, except per share amounts)
(200)						$	(16,278)					$	7,000					$	(9,278)					$	3,774					$	(5,504)					$	(0.12)
(175)						(14,584)						6,125						(8,459)						3,364						(5,095)						(0.11)
(150)						(12,570)						5,250						(7,320)						2,795						(4,525)						(0.10)
(125)						(10,474)						4,375						(6,099)						2,184						(3,915)						(0.09)
(100)						(8,378)						3,500						(4,878)						1,574						(3,304)						(0.07)
(75)						(6,283)						2,625						(3,658)						964						(2,694)						(0.06)
(50)						(4,187)						1,750						(2,437)						426						(2,011)						(0.04)
(25)						(2,091)						875						(1,216)						213						(1,003)						(0.02)
25						2,093						(875)						1,218						(213)						1,005						0.02
50						4,145						(1,750)						2,395						(419)						1,976						0.04
75						6,186						(2,625)						3,561						(623)						2,938						0.06
100						8,226						(3,500)						4,726						(827)						3,899						0.09
125						10,266						(4,375)						5,891						(1,031)						4,860						0.11
150						12,307						(5,250)						7,057						(1,235)						5,822						0.13
175						14,347						(6,125)						8,222						(1,439)						6,783						0.15
200						16,388						(7,000)						9,388						(1,643)						7,745						0.17

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(1)The pro forma changes in the incentive fee on income expense are calculated pursuant to the terms set forth in the Advisory Agreement based upon the incentive fee on income expense for the first quarter of 2026, net of the voluntary permanent incentive fee on income waiver for the first quarter of 2026, in each case on an annualized basis, as adjusted for the pro forma change in pre-incentive fee net investment income resulting from the assumed interest income and interest expense changes reflected in the table, with no other changes in investment income or expenses and with the voluntary permanent incentive fee on income waiver assumed to remain at the first quarter of 2026 annualized amount. There is no guarantee that any incentive fee on income waivers will occur in the future, and any such waivers are entirely at the discretion of the Adviser.

Although MSC Income believes that this analysis is indicative of the impact of interest rate changes to net investment income as of March 31, 2026, the analysis does not take into consideration future changes in the credit market, credit quality or other business or economic developments that could affect net investment income. Accordingly, MSC Income can offer no assurances that actual results would not differ materially from the analysis above. The hypothetical results assume that all SOFR and Prime rate changes would be effective on the first day of the period. However, the contractual SOFR and Prime rate reset dates would vary throughout the period. The majority of the Fund’s investments are based on contracts which reset quarterly, while the Corporate Facility and the SPV Facility reset on a monthly and quarterly basis, respectively. The hypothetical results would also be impacted by the changes in the amount of outstanding debt under the Credit Facilities (with an increase (decrease) in the debt outstanding under the Credit Facilities resulting in an (increase) decrease in the hypothetical interest expense).

Item 4. CONTROLS AND PROCEDURES

As of the end of the period covered by this Quarterly Report on Form 10-Q, MSC Income carried out an evaluation, under the supervision and with the participation of its management, including the Chief Executive Officer, President, Chief Financial Officer, General Counsel and Chief Accounting Officer, of the effectiveness of the design and operation of disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act). Based on that evaluation, MSC Income’s Chief Executive Officer, President, Chief Financial Officer, General Counsel and Chief Accounting Officer have concluded that the current disclosure controls and procedures are effective in timely alerting them of material information relating to MSC Income that is required to be disclosed in the reports the Fund files or submits under the Exchange Act. There have been no changes in MSC Income’s internal control over financial reporting that occurred during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, the Fund’s internal control over financial reporting.

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PART II—OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

MSC Income, the Adviser and/or Main Street may, from time to time, be involved in litigation arising out of the Fund’s operations in the normal course of business or otherwise. Furthermore, third parties may seek to impose liability on the Fund, the Adviser and/or Main Street in connection with the activities of the Fund’s portfolio companies. While the outcome of any current legal proceedings cannot at this time be predicted with certainty, MSC Income does not expect any current matters will materially affect the Fund’s, the Adviser’s or Main Street’s financial condition or results of operations; however, there can be no assurance whether any pending or future legal proceedings will have a material adverse effect on the Fund’s, the Adviser’s or Main Street’s financial condition or results of operations in any future reporting period.

Item 1A. RISK FACTORS

You should carefully consider the risks described below and all other information contained in this Quarterly Report on Form 10-Q, including MSC Income’s interim consolidated financial statements and the related notes thereto, before making a decision to purchase MSC Income’s securities. The risks and uncertainties described below are not the only ones facing the Fund. Additional risks and uncertainties not currently known or currently deemed to be immaterial also may have a material adverse effect on the Fund’s business, financial condition and/or operating results, as well as the market price of MSC Income’s 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 MSC Income’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on February 27, 2026, which could materially affect the 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.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Sales of Unregistered Securities

See Note H — Dividend Reinvestment Plan 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 description of MSC Income’s dividend reinvestment plan and shares purchased thereunder during the three months ended March 31, 2026.

Issuer Purchases of Equity Securities

See Note G — Share Repurchases 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 description of MSC Income’s 10b5-1 Repurchase Plan and shares repurchased thereunder during the three months ended March 31, 2026.

Item 5. OTHER INFORMATION

Rule 10b5-1 Trading Plans

During the fiscal quarter ended March 31, 2026, none of MSC Income’s directors or officers adopted or terminated any contract, instruction or written plans for the purchase or sale of the Fund’s securities to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

Investment Committee Appointment

In May 2026, our Adviser’s investment committee was expanded to include Nicholas T. Meserve, MSC Income and the Adviser’s Managing Director and Head of Private Credit, in addition to Dwayne L. Hyzak, MSC Income and the Adviser’s Chief Executive Officer and the Chairman and a member of our Board of Directors, David Magdol, MSC Income and the Adviser’s President and Chief Investment Officer, and Vincent D. Foster, the Chairman of Main Street’s Board of Directors. The investment committee is responsible for all aspects of MSC Income’s investment processes.

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Item 6. EXHIBITS

Listed below are the exhibits which are filed as part of this report (according to the number assigned to them in Item 601 of Regulation S-K):

Exhibit Number						Description of Exhibit
10.1*						Master Note Purchase Agreement, dated as of March 12, 2026, by and among MSC Income Fund, Inc. and the purchasers party thereto.
31.1*						Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
31.2*						Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
32.1**						Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
32.2**						Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
101*						The following financial information from MSC Income’s Quarterly Report on Form 10-Q for the first quarter of fiscal year 2026, filed with the SEC on May 8, 2026, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) the Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025, (ii) the Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025, (iii) the Consolidated Statements of Changes in Net Assets for the three months ended March 31, 2026 and 2025, (iv) the Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025, (v) the Consolidated Schedule of Investments for the periods ended March 31, 2026 and December 31, 2025, (vi) the Notes to Consolidated Financial Statements and (vii) the Consolidated Schedule 12-14 for the three months ended March 31, 2026 and 2025.
104*						Cover Page Interactive Data File (embedded within the Inline XBRL document)

___________________________

*    Filed herewith

**    Furnished herewith

118

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Table of contents

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 thereunto duly authorized.

			MSC Income Fund, Inc.
Date: May 8, 2026			/s/ DWAYNE L. HYZAK
			Dwayne L. Hyzak
			Chief Executive Officer
			(principal executive officer)
Date: May 8, 2026			/s/ CORY E. GILBERT
			Cory E. Gilbert
			Chief Financial Officer
			(principal financial officer)
Date: May 8, 2026			/s/ RYAN H. MCHUGH
			Ryan H. McHugh
			Chief Accounting Officer
			(principal accounting officer)

119

Exhibit 10.1

Execution Version

____________________________________________________________________________________________________________

MSC Income Fund, Inc.

$150,000,000

6.34% Series A Senior Notes due May 31, 2029

___________________________

Master Note Purchase Agreement

___________________________

Dated March 12, 2026

____________________________________________________________________________________________________________

NAI-5010897739v9

Table of Contents

Section

Heading

Page

Section 1.

Authorization of Notes1

Section 1.1.

Section 1.2.

Authorization of Series A Notes1

Changes in Interest Rate1

Section 2.

Sale and Purchase of Notes4

Section 2.1.

Section 2.2.

Sale and Purchase of Series A Notes4

[Reserved]4

Section 3.

Closing4

Section 3.1.

Section 3.2.

Closing4

[Reserved]5

Section 4.

Conditions to Closings5

Section 4.1.

Section 4.2.

Conditions to Closing5

[Reserved]7

Section 5.

Representations and Warranties of the Company7

Section 5.1.

Section 5.2.

Section 5.3.

Section 5.4.

Section 5.5.

Section 5.6.

Section 5.7.

Section 5.8.

Section 5.9.

Section 5.10.

Section 5.11.

Section 5.12.

Section 5.13.

Section 5.14.

Section 5.15.

Section 5.16.

Organization; Power and Authority7

Authorization, Etc7

Disclosure7

Organization and Ownership of Shares of Subsidiaries8

Financial Statements9

Compliance with Laws, Other Instruments, Etc9

Governmental Authorizations, Etc9

Litigation; Observance of Agreements, Statutes and Orders9

Taxes10

Title to Property10

Licenses, Permits, Etc10

Compliance with Employee Benefit Plans11

Private Offering by the Company12

Use of Proceeds; Margin Regulations12

Existing Indebtedness; Future Liens12

Foreign Assets Control Regulations, Etc13

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TABLE OF CONTENTS

(continued)

Page

Section 5.17.

Section 5.18.

Section 5.19.

Environmental Matters14

Investment Company Act14

Priority of Obligations14

Section 6.

Representations of the Purchasers15

Section 6.1.

Section 6.2.

Section 6.3.

Section 6.4.

Section 6.5.

Section 6.6.

Section 6.7.

Purchase for Investment15

Source of Funds15

Investment Experience; Access to Information16

Authorization17

Restricted Securities17

No Public Market17

Legends17

Section 7.

Information as to Company18

Section 7.1.

Section 7.2.

Section 7.3.

Section 7.4.

Financial and Business Information18

Officer’s Certificate20

Visitation21

Electronic Delivery21

Section 8.

Payment and Prepayment of the Notes22

Section 8.1.

Section 8.2.

Maturity22

Optional  Prepayments  with  Prepayment 

Settlement Amount22

Allocation of Partial Prepayments23

Maturity; Surrender, Etc23

Purchase of Notes23

Make-Whole Amount; Prepayment Settlement Amount24

Payments Due on Non-Business Days25

Change in Control26

Section 8.3.

Section 8.4.

Section 8.5.

Section 8.6.

Section 8.7.

Section 8.8.

Section 9.

Affirmative Covenants27

Section 9.1.

Section 9.2.

Section 9.3.

Compliance with Laws27

Insurance27

Maintenance of Properties27

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NAI-5010897739v9

TABLE OF CONTENTS

(continued)

Page

Section 9.4.

Section 9.5.

Section 9.6.

Section 9.7.

Section 9.8.

Section 9.9.

Section 9.10.

Section 9.11.

Payment of Taxes and Claims27

Corporate Existence, Etc28

Books and Records28

Subsidiary Guarantors28

Status of BDC and RIC29

Investment Policies29

Rating Confirmation29

Most Favored Lender30

Section 10.

Negative Covenants31

Section 10.1.

Section 10.2.

Section 10.3.

Section 10.4.

Section 10.5.

Section 10.6.

Section 10.7.

Section 10.8.

Transactions with Affiliates31

Merger, Consolidation, Fundamental Changes, Etc33

Line of Business35

Economic Sanctions, Etc36

Liens36

Restricted Payments37

Investments39

Certain Financial Covenants41

Section 11.

Section 12.

Events of Default42

Remedies on Default, Etc46

Section 12.1.

Section 12.2.

Section 12.3.

Section 12.4.

Acceleration46

Holder Action46

Rescission46

No Waivers or Election of Remedies, Expenses, Etc47

Section 13.

Registration; Exchange; Substitution of Notes47

Section 13.1.

Section 13.2.

Section 13.3.

Registration of Notes47

Transfer and Exchange of Notes47

Replacement of Notes48

Section 14.

Payments on Notes49

Section 14.1.

Section 14.2.

Place of Payment49

Payment by Wire Transfer49

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TABLE OF CONTENTS

(continued)

Page

Section 14.3.

Certain Tax Matters49

Section 15.

Expenses, Etc51

Section 15.1.

Section 15.2.

Section 15.3.

Transaction Expenses51

Certain Taxes52

Survival52

Section 16.

Survival of Representations and Warranties; Entire

Agreement52

Amendment and Waiver52

Section 17.

Section 17.1.

Section 17.2.

Section 17.3.

Section 17.4.

Requirements52

Solicitation of Holders of Notes53

Binding Effect, Etc54

Notes Held by Company, Etc54

Section 18.

Section 19.

Section 20.

Section 21.

Section 22.

Notices54

Reproduction of Documents55

Confidential Information55

Substitution of Purchaser56

Miscellaneous56

Section 22.1.

Section 22.2.

Section 22.3.

Section 22.4.

Section 22.5.

Section 22.6.

Section 22.7.

Successors and Assigns56

Accounting Terms57

Severability57

Construction, Etc57

Counterparts; Electronic Contracting58

Governing Law58

Jurisdiction and Process; Waiver of Jury Trial58

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Schedule A

—

Defined Terms

Schedule 1

—

Form of 6.34% Series A Senior Notes due May 31, 2029

Schedule 2.3

—

Form of Subsidiary Guaranty

Schedule 4.1

—

Form of Opinion of Special Counsel for the Obligors

Schedule 5.3

—

Disclosure Materials

Schedule 5.4

—

Subsidiaries of the Company and Ownership of Subsidiary Stock

Schedule 5.5

—

Financial Statements

Schedule 5.15

—

Existing Indebtedness

Schedule 10.1

—

Transactions with Affiliates

Schedule 10.5

—

Liens

Schedule 10.7

—

Investments

Schedule 10.8

—

Excluded Assets

Purchaser Schedule —

Information Relating to Purchasers

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MSC Income Fund, Inc.

1300 Post Oak Boulevard, 8th Floor

Houston, TX 77056

$150,000,000 6.34% Series A Senior Notes due May 31, 2029

March 12, 2026

To Each of the Purchasers Listed in the

Purchaser Schedule Hereto:

Ladies and Gentlemen:

MSC Income Fund, Inc., a Maryland corporation (the “Company”), agrees with each of

the Purchasers as follows:

Section 1.

Authorization of Notes.

Section 1.1.

Authorization of Series A Notes. The Company will authorize the issue

and sale of $150,000,000 aggregate principal amount of its 6.34% Series A Senior Notes due May

31, 2029 (as amended, restated or otherwise modified from time to time pursuant to Section 17 and

including any such notes issued in substitution therefor pursuant to Section 13, the “Series A

Notes”). The Series A Notes shall be substantially in the form set out in Schedule 1 hereto. Certain

capitalized and other terms used in this Agreement are defined in Schedule A and, for purposes of

this Agreement, the rules of construction set forth in Section 22.4 shall govern. The Series A Notes

are also referred to as the “Notes” (such term shall also include any such notes as amended, restated

or otherwise modified from time to time pursuant to Section 17 and including any such notes issued

in substitution therefor pursuant to Section 13).

Section 1.2.

Changes in Interest Rate.

(a) If at any time a Below Investment Grade Event occurs, then:

(i)

as of the date of the occurrence of a Below Investment Grade Event to and

until the date on which such Below Investment Grade Event is no longer continuing (as

evidenced by the receipt and delivery to the holders of the Notes of any Rating necessary

to cure such Below Investment Grade Event), the Notes shall bear interest at the Below

Investment Grade Adjusted Interest Rate; and

(ii)

the Company shall promptly, and in any event within ten (10) Business

Days after a Below Investment Grade Event has occurred, notify the holders of the Notes

in writing, sent in the manner provided in Section 18, that a Below Investment Grade Event

has occurred, and confirming the effective date of the Below Investment Grade Event and

that the Below Investment Grade Adjusted Interest Rate will accrue from the date on which

such Below Investment Grade Event shall have occurred and will be payable on each

NAI-5010897739v9

MSC Income Fund, Inc.

Note Purchase Agreement

subsequent interest payment date until such Below Investment Grade Event is no longer

continuing, in consequence thereof.

(b)

The fees and expenses of any Rating Agency and all other costs incurred in

connection with obtaining, affirming or appealing a Rating pursuant to this Section 1.2 shall be

borne solely by the Company.

(c)

If at any time a Secured Debt Ratio Event occurs, then:

(i)

as of the earlier of (x) the date of the occurrence of a Secured Debt Ratio

Event and (y) the last day of the applicable fiscal quarter or fiscal year for which financial

statements delivered pursuant to Section 7.1 or Section 7.2 evidence the occurrence of a

Secured Debt Ratio Event to and until the date on which such Secured Debt Ratio Event is

no longer continuing (as evidenced by the receipt and delivery to the holders of the Notes

of a certificate from a Senior Financial Officer of the Company certifying that such Secured

Debt Ratio Event has been cured), the Notes shall bear interest at the Debt Ratio Adjusted

Interest Rate; and

(ii)

to the extent the Company has knowledge thereof, the Company shall

promptly, and in any event within ten (10) Business Days after the Company has

knowledge that a Secured Debt Ratio Event has occurred, notify the holders of the Notes

in writing, sent in the manner provided in Section 18, that a Secured Debt Ratio Event has

occurred and confirming the effective date of the Secured Debt Ratio Event and that the

Debt Ratio Adjusted Interest Rate will accrue from such effective date and will be payable

on each subsequent interest payment date until such Secured Debt Ratio Event is no longer

continuing, in consequence thereof.

(d)

If at any time an Unsecured Debt Coverage Ratio Event occurs, then:

(i)

as of the earlier of (x) the date of the occurrence of an Unsecured Debt

Coverage Ratio Event and (y) the last day of the applicable fiscal quarter or fiscal year for

which financial statements delivered pursuant to Section 7.1 or Section 7.2 evidence the

occurrence of an Unsecured Debt Coverage Ratio Event to and until the date on which such

Unsecured Debt Coverage Ratio Event is no longer continuing (as evidenced by the receipt

and delivery to the holders of the Notes of a certificate from a Senior Financial Officer of

the Company certifying that such Unsecured Debt Coverage Ratio Event has been cured),

the Notes shall bear interest at the Debt Ratio Adjusted Interest Rate; and

(ii)

to the extent the Company has knowledge thereof, the Company shall

promptly, and in any event within ten (10) Business Days after the Company has

knowledge that an Unsecured Debt Coverage Ratio Event has occurred, notify the holders

of the Notes in writing, sent in the manner provided in Section 18, that an Unsecured Debt

Coverage Ratio Event has occurred and confirming the effective date of the Unsecured

Debt Coverage Ratio Event and that the Debt Ratio Adjusted Interest Rate will accrue from

such effective date and will be payable on each subsequent interest payment date until such

Unsecured Debt Coverage Ratio Event is no longer continuing, in consequence thereof.

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MSC Income Fund, Inc.

Note Purchase Agreement

(e)

Notwithstanding anything to the contrary, if a Below Investment Grade Event, a

Secured Debt Ratio Event and an Unsecured Debt Coverage Ratio Event are continuing at the

same time, then as of the date on which such events first simultaneously existed and are continuing

until the earliest date on which either or all events are no longer continuing, the Notes shall bear

interest at an interest rate per annum which is 2.00% above the stated rate of the Notes (or above

the Default Rate based on the stated interest rate for the Note, as the case may be); provided that

after such date if either the Below Investment Grade Event, the Secured Debt Ratio Event or the

Unsecured Debt Coverage Ratio Event (but not all) shall continue, then the Notes shall bear interest

at the Below Investment Grade Adjusted Interest Rate or the Debt Ratio Adjusted Interest Rate, as

applicable.

(f)

As used herein, “Below Investment Grade Adjusted Interest Rate” means the

interest rate per annum which is 1.00% above the stated rate of the Notes (or above the Default

Rate based on the stated interest rate for the Note, as the case may be). For the avoidance of doubt,

the Below Investment Grade Adjusted Interest Rate shall not apply unless and until a Below

Investment Grade Event has occurred.

(g)

As used herein, “Debt Ratio Adjusted Interest Rate” means the interest rate per

annum which is 1.50% above the stated rate of the Notes (or above the Default Rate based on the

stated interest rate for the Note, as the case may be). For the avoidance of doubt, the Debt Ratio

Adjusted Interest Rate shall not apply unless and until a Secured Debt Ratio Event or an Unsecured

Debt Coverage Ratio Event has occurred.

(h)

As used herein, a “Below Investment Grade Event” shall occur if:

(i)

at any time the Company has obtained a Rating of the Notes from only one

Rating Agency, the then most recent Rating received from such Rating Agency that is in

full force and effect (not having been withdrawn) is below Investment Grade;

(ii)

at any time the Company has obtained a Rating of the Notes from two

Rating Agencies, the then lower of the most recent Ratings received from the Rating

Agencies that are in full force and effect (not having been withdrawn) is below Investment

Grade; or

(iii)

at any time the Company has obtained a Rating of the Notes from three or

more Rating Agencies, the then second lowest of the most recent Ratings received from

the three Rating Agencies that is in full force and effect (not having been withdrawn) is

below Investment Grade (provided, for the avoidance of doubt, if two or more of the most

recent Ratings are equal or equivalent to the lowest such Rating, then such equal or

equivalent Ratings will be deemed to be the second lowest Rating for purposes of such

determination).

For the avoidance of doubt, the Below Investment Grade Event shall end immediately upon

the delivery of one or more Ratings by the Company such that the foregoing conditions are no

longer triggered. Upon the end of the Below Investment Grade Event, the applicable interest rate

shall automatically return to the stated interest rate for the Notes or, if applicable, the Debt Ratio

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MSC Income Fund, Inc.

Note Purchase Agreement

Adjusted Interest Rate (or the Default Rate based on the stated interest rate for the Notes, as the

case may be).

(i)

As used herein, a “Secured Debt Ratio Event” shall occur if at any time the

Company’s Secured Debt Ratio is greater than 0.50:1.00.

For the avoidance of doubt, the Secured Debt Ratio Event shall end immediately upon the

receipt and delivery to the holders of the Notes of a certificate from a Senior Financial Officer of

the Company certifying that the Secured Debt Ratio is less than or equal to 0.50:1.00 (provided

that the Secured Debt Ratio is in fact less than or equal to 0.50:1.00). Upon the end of the Secured

Debt Ratio Event, the applicable interest rate shall automatically return to the stated interest rate

for the Notes or, if applicable, the Below Investment Grade Adjusted Interest Rate (or the Default

Rate based on the applicable interest rate for the Notes, as the case may be).

(j)

As used herein, an “Unsecured Debt Coverage Ratio Event” shall occur if at any

time the Company’s Unsecured Debt Coverage Ratio is less than 1.50:1.00.

For the avoidance of doubt, the Unsecured Debt Coverage Ratio Event shall end

immediately upon the receipt and delivery to the holders of the Notes of a certificate from a Senior

Financial Officer of the Company certifying that the Unsecured Debt Coverage Ratio is greater

than or equal to 1.50:1.00 (provided that the Unsecured Debt Coverage Ratio is in fact greater than

or equal to 1.50:1.00). Upon the end of the Unsecured Debt Coverage Ratio Event, the applicable

interest rate shall automatically return to the stated interest rate for the Notes or, if applicable, the

Below Investment Grade Adjusted Interest Rate (or the Default Rate based on the applicable

interest rate for the Notes, as the case may be).

(k)

Following the occurrence and during the continuance of an Event of Default, the

Notes shall bear interest at the Default Rate.

Section 2.

Sale and Purchase of Notes.

Section 2.1.

Sale and Purchase of Series A Notes. Subject to the terms and conditions

of this Agreement, the Company will issue and sell to each Purchaser and each Purchaser will

purchase from the Company, at each Closing provided for in Section 3, Series A Notes in the

principal amount specified opposite such Purchaser’s name in the Purchaser Schedule at the

purchase price of 100% of the principal amount thereof. The Purchasers’ obligations hereunder

are several and not joint obligations and no Purchaser shall have any liability to any Person for the

performance or non-performance of any obligation by any other Purchaser hereunder.

Section 2.2.

[Reserved].

Section 3.

Closing.

Section 3.1.

Closing. The sale and purchase of the Series A Notes to be purchased by

each Purchaser shall occur at the offices of Jones Day, at 250 Vesey Street, New York, NY 10281-

1047, at 10:00 a.m. New York time (or such other place and time agreed by the Company and the

Purchasers) (the “Closing”), on March 13, 2026 or on such other Business Day as may be agreed

upon by the Company and the Purchasers (the “Closing Day”). At the Closing, the Company will

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Note Purchase Agreement

deliver to each Purchaser the Series A Notes to be purchased by such Purchaser at the Closing in

the form of a single Series A Note (or such greater number of Series A Notes in denominations of

at least $100,000 as such Purchaser may request), dated the date of the Closing and registered in

such Purchaser’s name (or in the name of its nominee), against delivery by such Purchaser to the

Company or its order of immediately available funds in the amount of the purchase price therefor

by wire transfer of immediately available funds to the account of the Company set forth in the

applicable funding instructions delivered pursuant to Section 4.1(k) in connection with the

Closing. If at the Closing the Company shall fail to tender the Series A Notes to any Purchaser as

provided above in this Section 3.1, or any of the conditions specified in Section 4 shall not have

been fulfilled to the satisfaction of any Purchaser, such Purchaser shall, at its election, be relieved

of all further obligations under this Agreement, without thereby waiving any rights such Purchaser

may have by reason of such failure by the Company to tender such Series A Notes or any of the

conditions specified in Section 4 not having been fulfilled to such Purchaser’s satisfaction.

Section 3.2.

[Reserved].

Section 4.

Conditions to Closings.

Section 4.1.  Conditions to Closing. Each Purchaser’s obligation to purchase and pay

for the Notes to be sold to such Purchaser at a Closing is subject to the fulfillment to such

Purchaser’s satisfaction, prior to or at such Closing of the following conditions:

(a)

Representations and Warranties.

The representations and warranties of the

Company in this Agreement and of each Initial Subsidiary Guarantor in the Subsidiary Guaranty

to which it is party shall be correct in all material respects when made and at such Closing (except

for representations and warranties which apply to a specific earlier date which shall be correct in

all material respects as of such earlier date); provided that the Company shall be permitted to make

additions and deletions to any of Schedules 5.4, 5.5 and 5.15 after the Effective Date but prior to

any subsequent Closing Day, so long as the Company shall have provided updated copies of the

relevant Schedules to such Purchaser not less than five Business Days prior to such Closing Day.

(b)

Performance; No Default. The Company shall have performed and complied with

all agreements and conditions contained in this Agreement, and each Initial Subsidiary Guarantor

shall have performed and complied with all agreements and conditions contained in the Subsidiary

Guaranty, required to be performed or complied with by it prior to or at the Closing. Before and

after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as

contemplated by Section 5.14) at the applicable Closing, no Change in Control or Event of Default

shall have occurred and be continuing.

(c)

Officer’s Certificate.  The Company shall have delivered to such Purchaser an

Officer’s Certificate, dated the date of the applicable Closing certifying that the conditions

specified in Sections 4.1(a), 4.1(b) and 4.1(j) have been fulfilled.

(d)

Secretary’s Certificate. With respect to the applicable Closing, the Obligors shall

have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date

of such Closing certifying as to (i) the resolutions attached thereto and other corporate proceedings

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MSC Income Fund, Inc.

Note Purchase Agreement

relating to the authorization, execution and delivery of the Note Documents to which it is a party

and (ii) such Obligor’s organizational documents as then in effect.

(e)

Opinion of Counsel. With respect to the applicable Closing, such Purchaser shall

have received customary opinions in form and substance reasonably satisfactory to such Purchaser,

dated the date of such Closing, from Dechert LLP, special counsel for the Obligors, covering the

matters set forth in Schedule 4.1(a) and covering such other matters incident to the transactions

contemplated hereby as such Purchaser or its counsel may reasonably request (and the Company

hereby instructs its counsel to deliver such opinion to the Purchasers).

(f)

Purchase Permitted By Applicable Law, Etc. On the date of the applicable Closing,

such Purchaser’s purchase of relevant Notes shall (i) be permitted by the laws and regulations of

each jurisdiction to which such Purchaser is subject, without recourse to provisions (such as

section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance

companies without restriction as to the character of the particular investment, (ii) not violate any

applicable law or regulation (including Regulation T, U or X of the Board of Governors of the

Federal Reserve System) and (iii) not subject such Purchaser to any tax, penalty or liability under

or pursuant to any applicable law or regulation, which law or regulation was not in effect on the

date hereof. If requested by such Purchaser, such Purchaser shall have received an Officer’s

Certificate certifying as to such matters of fact as such Purchaser may reasonably specify to enable

such Purchaser to determine whether such purchase is so permitted.

(g)

Sale of Other Notes.

Contemporaneously with the applicable Closing, the

Company shall sell to each other Purchaser and each other Purchaser shall purchase the relevant

Notes to be purchased by it at such Closing, as specified in the Purchaser Schedule.

(h)

Payment of Special Counsel Fees. Without limiting Section 15.1, the Company

shall have paid on or before the applicable Closing, the reasonable and documented out-of-pocket

fees, charges and disbursements of the Purchasers’ special counsel to the extent reflected in a

statement of such counsel rendered to the Company prior to such Closing.

(i)

Private Placement Number. A Private Placement Number issued by CUSIP Global

Services (in cooperation with the SVO) shall have been obtained for the relevant Notes.

(j)

Changes in Legal Structure.  No Obligor shall have changed its jurisdiction of

organization or been a party to any merger or consolidation or succeeded to all or any substantial

part of the liabilities of any other entity (in each case, other than as permitted under Section 10.2),

at any time following the date of the most recent financial statements referred to in Schedule 5.5

(as may be updated by the Company for each Closing).

(k)  Funding Instructions. At least two (2) Business Days prior to the date of the

applicable Closing, each Purchaser shall have received written instructions signed by a

Responsible Officer on letterhead of the Company confirming the information specified in

Section 3 including (i) the name and address of the transferee bank, (ii) such transferee bank’s

ABA number and (iii) the account name and number into which the purchase price for the relevant

Notes is to be deposited.

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MSC Income Fund, Inc.

Note Purchase Agreement

(l)

Rating.The relevant Notes shall have received a Rating of “BBB-” (or its

equivalent) or better by a Rating Agency and if such Rating is a Private Rating, the related Private

Rating Rationale Report with respect to such Private Rating.

(m)

Subsidiary Guaranty. Each Initial Subsidiary Guarantor shall have duly authorized,

executed and delivered the Subsidiary Guaranty and each Purchaser shall have received a copy

thereof.

(n)

Proceedings and Documents. All corporate and other proceedings in connection

with the transactions contemplated by this Agreement and all documents and instruments incident

to such transactions shall be reasonably satisfactory to such Purchaser and its special counsel, and

such Purchaser and its special counsel shall have received all such counterpart originals or certified

or other copies of such documents as such Purchaser or such special counsel may reasonably

request.

Section 4.2.

[Reserved].

Section 5.

Representations and Warranties of the Company.

The Company represents and warrants to each Purchaser as of the date of the applicable

Closing (or, if any such representations and warranties expressly relate to an earlier date, then as

of such earlier date) that:

Section 5.1.

Organization; Power and Authority. The Company is a corporation duly

organized, validly existing and in good standing under the laws of its jurisdiction of incorporation,

and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which

such qualification is required by law, except where the failure to be so qualified or in good standing

would not, individually or in the aggregate, reasonably be expected to have a Material Adverse

Effect. The Company has the corporate power and authority to own or hold under lease the

properties it purports to own or hold under lease, to transact the business it transacts and proposes

to transact (except where the failure to do so would not, individually or in the aggregate, reasonably

be expected to have a Material Adverse Effect), to execute and deliver this Agreement and the

Notes and to perform the provisions hereof and thereof.

Section 5.2.

Authorization, Etc.

This Agreement and the Notes have been duly

authorized by all necessary corporate action on the part of the Company, and this Agreement

constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and

binding obligation of the Company enforceable against the Company in accordance with its terms,

except as such enforceability may be limited by (i) applicable bankruptcy, insolvency,

reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights

generally and (ii) general principles of equity (regardless of whether such enforceability is

considered in a proceeding in equity or at law).

Section 5.3.

Disclosure.

(a)  This Agreement and the financial statements listed in Schedule 5.5 (as may be

updated by the Company for each Closing) and the documents, certificates or other writings

delivered to the Purchasers by or on behalf of the Company (other than financial projections, pro

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forma financial information and other forward-looking information referenced in Section 5.3(b),

information relating to third parties and general economic information) prior to December 31, 2025

in connection with the transactions contemplated hereby and identified in Schedule 5.3 (this

Agreement and such documents, certificates or other writings and such financial statements

delivered to each Purchaser being referred to, collectively, as the “Disclosure Documents”), taken

as a whole, did not, as of December 31, 2025, contain any untrue statement of a material fact or

omit to state any material fact necessary to make the statements therein not misleading in light of

the circumstances under which they were made. Except as disclosed in the Disclosure Documents,

since December 31, 2025, there has been no change in the financial condition, operations, business

or properties of the Company or any Subsidiary except changes that would not, individually or in

the aggregate, reasonably be expected to have a Material Adverse Effect. There is no fact known

to the Company that would reasonably be expected to have a Material Adverse Effect that has not

been set forth herein or in the Disclosure Documents (and after taking account all updates thereto

and the same having been delivered to the Purchasers).All financial projections, pro forma

financial information and other forward-looking information which has been delivered to each

Purchaser by or on behalf of the Company in connection with the transactions contemplated by

this Agreement are based upon good faith assumptions and, in the case of financial projections and

pro forma financial information of the Company, good faith estimates, in each case, believed to be

reasonable at the time made, it being recognized that (i) such financial information as it relates to

future events is subject to significant and inherent uncertainty and contingencies (many of which

are beyond the control of the Company) and that no assurance can be given that such financial

information will be realized, and are therefore not to be viewed as fact, and (ii) actual results during

the period or periods covered by such financial information may materially differ from the results

set forth therein.

Section 5.4.

Organization and Ownership of Shares of Subsidiaries.

(a)

Schedule 5.4 (as may be updated by the Company for each Closing) contains

(except as noted therein) complete and correct lists as of the date of the applicable Closing of (i)

the Company’s Subsidiaries, showing, as to each Subsidiary, the name thereof, the jurisdiction of

its organization, the percentage of shares of each class of its capital stock or similar equity interests

outstanding owned by the Company and each other Subsidiary and whether such Subsidiary is a

Subsidiary Guarantor and (ii) the Company’s directors and senior officers.

(b)

All of the outstanding shares of capital stock or similar equity interests of each

Subsidiary shown in Schedule 5.4 (as may be updated by the Company for each Closing) as being

owned by the Company and its Subsidiaries have been validly issued, and, to the extent applicable,

are fully paid and non-assessable and are owned by the Company or another Subsidiary free and

clear of any Lien that is prohibited by this Agreement.

(c)

Each Subsidiary is a corporation or other legal entity duly organized, validly

existing and, where applicable, in good standing under the laws of its jurisdiction of organization,

and is duly qualified as a foreign corporation or other legal entity and, where applicable, is in good

standing in each jurisdiction in which such qualification is required by law, except where the

failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably

be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other

power and authority to own or hold under lease the properties it purports to own or hold under

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lease and to transact the business it transacts and proposes to transact, except where the failure to

do so would not, individually or in the aggregate, reasonably be expected to have a Material

Adverse Effect.

(d)

No Subsidiary is subject to any legal, regulatory, contractual or other restriction

(other than the agreements listed on Schedule 5.4 (as may be updated by the Company for each

Closing), any agreements governing Indebtedness of such Subsidiaries permitted to be incurred

hereunder and customary limitations imposed by corporate law or similar statutes) restricting the

ability of such Subsidiary to pay dividends out of profits or make any other similar distributions

of profits to the Company or any other Obligor that owns outstanding shares of capital stock or

similar equity interests of such Subsidiary.

Section 5.5.

Financial Statements.The Company has delivered to each Purchaser

copies of the financial statements of the Company and its consolidated subsidiaries. All of such

financial statements (including in each case the related schedules and notes, but excluding all

financial projections, pro forma financial information and other forward-looking information)

fairly present in all material respects the consolidated financial position of the Company and its

consolidated subsidiaries as of the respective dates specified in such Schedule and the consolidated

results of their operations and cash flows for the respective periods so specified and have been

prepared in accordance with GAAP consistently applied throughout the periods involved except

as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal

year-end adjustments and lack of footnotes).

Section 5.6.

Compliance with Laws, Other Instruments, Etc. The execution, delivery

and performance by the Company of this Agreement and the Notes will not (i) contravene, result

in any breach of, or constitute a default under, or result in the creation of any Lien in respect of

any property of the Company or any Subsidiary under, any (A) indenture, mortgage, deed of trust,

loan, purchase or credit agreement, lease or any other agreement or instrument to which the

Company or any Subsidiary is bound or by which the Company or any Subsidiary or any of their

respective properties may be bound or affected or (B) the corporate charter or by-laws of the

Company, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of

any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority applicable

to the Company or any Subsidiary or (iii) violate any provision of any statute or other rule or

regulation of any Governmental Authority applicable to the Company or any Subsidiary, in each

case, except where any of the foregoing (other than clause (i)(B) above), individually or in the

aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Section 5.7.

GovernmentalAuthorizations,Etc.

Noconsent,approvalor

authorization of, or registration, filing or declaration with, any Governmental Authority is required

in connection with the execution, delivery or performance by the Company of this Agreement or

the Notes, other than any filing required under the Exchange Act or the rules or regulations

promulgated thereunder on Form 8-K, Form 10-Q or Form 10-K.

Section 5.8.

Litigation; Observance of Agreements, Statutes and Orders.

(a)There are no actions, suits, investigations or proceedings pending or, to the knowledge

of the Company, threatened against or affecting the Company or any Subsidiary or any property

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of the Company or any Subsidiary in any court or before any arbitrator of any kind or before or by

any Governmental Authority that would, individually or in the aggregate, reasonably be expected

to have a Material Adverse Effect.

(b)

Neither the Company nor any Subsidiary is (i) in default under any agreement or

instrument to which it is a party or by which it is bound, (ii) in violation of any order, judgment,

decree or ruling of any court, any arbitrator of any kind or any Governmental Authority or (iii) in

violation of any applicable law, ordinance, rule or regulation of any Governmental Authority

(including Environmental Laws, the USA PATRIOT Act or any of the other laws and regulations

that are referred to in Section 5.16), which default or violation would, individually or in the

aggregate, reasonably be expected to have a Material Adverse Effect.

Section 5.9.

Taxes.

The Company and its Subsidiaries (other than Immaterial

Subsidiaries) have filed all federal and state income and other material tax returns that are required

to have been filed in any jurisdiction, and have paid all taxes shown to be due and payable on such

returns and all other taxes and assessments levied upon them or their properties, assets, income or

franchises, to the extent such taxes and assessments have become due and payable and before they

have become delinquent, except for any taxes and assessments (i) the nonpayment of which would

not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect,

(ii) the amount, applicability or validity of which is currently being contested in good faith by

appropriate proceedings, or (iii) with respect to which the Company or a Subsidiary, as the case

may be, has established adequate reserves in accordance with GAAP.

Section 5.10. Title to Property. The Company and its Subsidiaries have good and

sufficient title to their respective properties that individually or in the aggregate are Material,

including all such properties reflected in the most recent audited balance sheet referred to in

Section 5.5 or purported to have been acquired by the Company or any Subsidiary after such date

(except as sold or otherwise disposed of in the ordinary course of business), in each case free and

clear of Liens prohibited by this Agreement.

Section 5.11. Licenses, Permits, Etc.

(a) The Company and its Subsidiaries own or possess all licenses, permits, franchises,

authorizations, patents, copyrights, proprietary software, service marks, trademarks and trade

names, or rights thereto, that individually or in the aggregate are Material, without known conflict

with the rights of others, except for any such conflicts that, individually or in the aggregate, would

not reasonably be expected to result in a Material Adverse Effect.

(b)

To the knowledge of the Company, no product or service of the Company or any

of its Subsidiaries infringes in any material respect any license, permit, franchise, authorization,

patent, copyright, proprietary software, service mark, trademark, trade name or other right owned

by any other Person, except for any such infringements that, individually or in the aggregate, would

not reasonably be expected to result in a Material Adverse Effect.

(c)

To the knowledge of the Company, there is no Material violation by any Person of

any right of the Company or any other Obligor with respect to any license, permit, franchise,

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authorization, patent, copyright, proprietary software, service mark, trademark, trade name or other

right owned or used by the Company or any other Obligor.

Section 5.12. Compliance with Employee Benefit Plans.

(a) The Company and each ERISA Affiliate have operated and administered each Plan in

compliance with all applicable laws except for such instances of noncompliance as have not

resulted in and would not, individually or in the aggregate, reasonably be expected to result in a

Material Adverse Effect. Except as has not resulted in or would not, individually or in the

aggregate, reasonably be expected to result in a Material Adverse Effect: (i) neither the Company

nor any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA or the penalty

or excise tax provisions of the Code relating to employee benefit plans (as defined in section 3(3)

of ERISA), and (ii) no event, transaction or condition has occurred or exists that could, individually

or in the aggregate, reasonably be expected to result in the incurrence of any such liability by the

Company or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties

or assets of the Company or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA

or to section 430(k) of the Code or to any such penalty or excise tax provisions under the Code or

section 4068 of ERISA or by the granting of a security interest in connection with the amendment

of a Pension Plan under section 412 of the Code.

(b)

The present value of the aggregate benefit liabilities under each of the Pension

Plans, determined as of the end of such Pension Plan’s most recently ended plan year on the basis

of the actuarial assumptions specified for funding purposes in such Pension Plan’s most recent

actuarial valuation report, did not exceed the aggregate current value of the assets of such Pension

Plan allocable to such benefit liabilities by an amount that has resulted in or could, individually or

in the aggregate, reasonably be expected to result in a Material Adverse Effect. The term “benefit

liabilities” has the meaning specified in section 4001(a)(16) of ERISA and the terms “current

value” and “present value” have the meaning specified in section 3(26) and section 3(27),

respectively, of ERISA.

(c)

The Company and its ERISA Affiliates have not incurred withdrawal liabilities

(and are not subject to contingent withdrawal liabilities) under section 4201 or 4204 of ERISA in

respect of Multiemployer Plans that individually or in the aggregate have resulted in or would

reasonably be expected to result in a Material Adverse Effect.

(d)

The expected postretirement benefit obligation (determined as of the last day of the

Company’s most recently ended fiscal year in accordance with Financial Accounting Standards

Board Accounting Standards Codification Topic 715-60, without regard to liabilities attributable

to continuation coverage mandated by section 4980B of the Code) of the Company and its

Subsidiaries is not reasonably likely to result in a Material Adverse Effect.

(e)

The execution and delivery of this Agreement and the issuance and sale of the Notes

hereunder do not involve any transaction that is subject to the prohibitions of section 406(a) of

ERISA or in connection with which a tax could be imposed pursuant to section 4975(c)(1)(A)-(D)

of the Code. The representation by the Company to each Purchaser in the first sentence of this

Section 5.12(e) is made in reliance upon and subject to the accuracy of such Purchaser’s

representation in Section 6.2.

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(f)

The Company and its Subsidiaries do not have any Non-U.S. Plans the acts or

omissions of or facts related to which have resulted or could, individually or in the aggregate,

reasonably be expected to result in a Material Adverse Effect.

Section 5.13. Private Offering by the Company. Neither the Company nor anyone

acting on its behalf has offered the Series A Notes or any substantially similar debt Securities for

sale to, or solicited any offer to buy the Series A Notes or any substantially similar debt Securities

from, or otherwise approached or negotiated in respect thereof with, any Person other than the

Purchasers, which have been offered the Series A Notes at a private sale for investment. Neither

the Company nor anyone acting on its behalf has taken, or will take, any action that would subject

the issuance or sale of the Series A Notes to the registration requirements of section 5 of the

Securities Act or to the registration requirements of any Securities or blue sky laws of any

applicable jurisdiction.

Section 5.14. Use of Proceeds; Margin Regulations. The Company will apply the

proceeds of the sale of the Series A Notes hereunder for the general corporate purposes of the

Company and its subsidiaries, including to make investments, repay existing debt and make

distributions permitted by this Agreement. No part of the proceeds from the sale of the Series A

Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying any

margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve

System (12 CFR 221), or for the purpose of buying or carrying or trading in any Securities under

such circumstances as to involve the Company in a violation of Regulation X of said Board (12

CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR

220). Margin stock does not constitute more than 25% of the value of the consolidated assets of

the Company and its subsidiaries and the Company does not have any present intention that margin

stock will constitute more than 25% of the value of such assets. As used in this Section, the terms

“margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them

in said Regulation U.

Section 5.15. Existing Indebtedness; Future Liens.

(a) Except as described therein, Schedule 5.15 (as may be updated by the Company for

each Closing) sets forth a complete and correct list as of March 12, 2026 of all outstanding Material

Indebtedness for borrowed money of the Company and its Subsidiaries (provided that the

aggregate amount of all Indebtedness for borrowed money not listed on Schedule 5.15 does not

exceed $100,000,000) as of March 12, 2026, since which date there has been no Material change

in the amounts, interest rates, sinking funds, installment payments or maturities of the Material

Indebtedness of the Company or its Subsidiaries. As of March 12, 2026, neither the Company nor

any Subsidiary is in default (other than Immaterial Subsidiaries) and no waiver of default is

currently in effect, in the payment of any principal or interest on any Indebtedness of the Company

or such Subsidiary and, to the knowledge of the Company, no event or condition exists with respect

to any Material Indebtedness of the Company or any Subsidiary (other than Immaterial

Subsidiaries) that would permit (or that with notice or the lapse of time, or both, would permit)

one or more Persons to cause such Indebtedness to become due and payable before its stated

maturity or before its regularly scheduled dates of payment.

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(b)

Except as disclosed in Schedule 5.15 (as may be updated by the Company for each

Closing) or as would be permitted under Section 10.5 hereunder, neither the Company nor any

Subsidiary (other than Immaterial Subsidiaries) has agreed or consented to cause or permit any of

its property, whether now owned or hereafter acquired, to be subject to a Lien that secures

Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise)

any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures

Indebtedness.

(c)

Neither the Company nor any Subsidiary (other than Immaterial Subsidiaries) is a

party to, or otherwise subject to any provision contained in, any instrument evidencing Material

Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other

agreement (including its charter or any other organizational document) which limits the amount

of, or otherwise imposes restrictions on the incurring of, Material Indebtedness of the Company,

except as disclosed in Schedule 5.15 (as may be updated by the Company for each Closing).

Section 5.16. Foreign Assets Control Regulations, Etc.

(a) Neither the Company nor any Controlled Entity (i) is a Blocked Person, (ii) has been

notified that its name appears or may in the future appear on a State Sanctions List or (iii) is a

target of sanctions that have been imposed by the United Nations or the European Union.

(b)

Neither the Company nor any Controlled Entity (i) has violated, been found in

violation of, or been charged or convicted under, any applicable Economic Sanctions Laws, Anti-

Money Laundering Laws or Anti-Corruption Laws or (ii) to the Company’s knowledge, is under

investigation by any Governmental Authority for possible violation of any Economic Sanctions

Laws, Anti-Money Laundering Laws or Anti-Corruption Laws.

(c)

No part of the proceeds from the sale of the Notes hereunder:

(i)

constitutes or will constitute funds obtained on behalf of any Blocked

Person or will otherwise be used by the Company or any Controlled Entity, directly or

indirectly, (A) in connection with any investment in, or any transactions or dealings with,

any Blocked Person, (B) for any purpose that would cause any Purchaser to be in violation

of any Economic Sanctions Laws or (C) otherwise in violation of any Economic Sanctions

Laws;

(ii)

will be used, directly or indirectly, in violation of, or cause any Purchaser

to be in violation of, any applicable Anti-Money Laundering Laws; or

(iii)

will be used, directly or indirectly, for the purpose of making any improper

payments, including bribes, to any Governmental Official or commercial counterparty in

order to obtain, retain or direct business or obtain any improper advantage, in each case

which would be in violation of, or cause any Purchaser to be in violation of, any applicable

Anti-Corruption Laws.

(d)

The Company has established procedures and controls which it reasonably believes

are adequate (and otherwise comply with applicable law) to ensure that the Company and each

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Controlled Entity is and will continue to be in compliance with all applicable Economic Sanctions

Laws, Anti-Money Laundering Laws and Anti-Corruption Laws.

Section 5.17. Environmental Matters.

(a) Neither the Company nor any Subsidiary has received any written claim and no

proceeding has been instituted asserting any claim against the Company or any of its Subsidiaries

or with respect to any real property now or formerly owned, leased or operated by any of them,

alleging any damage to the environment or violation of any Environmental Laws, except, in each

case, such as would not reasonably be expected to result in a Material Adverse Effect.

(b)

Neither the Company nor any Subsidiary has knowledge of any facts which would

reasonably be expected to give rise to any claim, public or private, of violation of or liability under

Environmental Laws by the Company or any Subsidiary, except, in each case, such as would not,

individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

(c)

Neither the Company nor any Subsidiary has handled, stored, or disposed of any

Hazardous Materials on real properties now or formerly owned, leased or operated by any of them

in a manner which has violated any Environmental Law that would, individually or in the

aggregate, reasonably be expected to result in a Material Adverse Effect.

(d)

Neither the Company nor any Subsidiary has had a release of any Hazardous

Materials in a manner which would reasonably be expected to give rise to liability under any

Environmental Law that would, individually or in the aggregate, reasonably be expected to result

in a Material Adverse Effect.

Section 5.18. Investment Company Act.

(a)

The Company has elected to be regulated as a “business development company”

within the meaning of the Investment Company Act and qualifies as a RIC.

(b)

The business and other activities of the Company and its Subsidiaries, including

the issuance of the Notes hereunder, the application of the proceeds and repayment thereof by the

Company and the consummation of the transactions contemplated by this Agreement do not result

in a violation or breach in any material respect of the provisions of the Investment Company Act

or any rules, regulations or orders issued by the SEC thereunder, in each case that are applicable

to the Company and its Subsidiaries.

(c)

The Company is in compliance in all respects with the Investment Policies, except

to the extent that the failure to so comply would not reasonably be expected to have a Material

Adverse Effect.

Section 5.19. Priority of Obligations. The payment obligations of the Company under

this Agreement and the Notes, and the payment obligations of any Subsidiary Guarantor under its

Subsidiary Guaranty, rank at least pari passu, without preference or priority, with all other

unsecured and unsubordinated Indebtedness of the Company or such Subsidiary Guarantor, as

applicable.

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Section 6.

Representations of the Purchasers.

Section 6.1.

Purchase for Investment. Each Purchaser severally represents that it is

purchasing the Notes for its own account or for one or more separate accounts maintained by such

Purchaser or for the account of one or more pension or trust funds and not with a view to the

distribution thereof, provided that the disposition of such Purchaser’s or their property shall at all

times be within such Purchaser’s or their control. Each Purchaser understands that the Notes have

not been registered under the Securities Act and may be resold only if registered pursuant to the

provisions of the Securities Act or if an exemption from registration is available, except under

circumstances where neither such registration nor such an exemption is required by law, and that

the Company is not required to register the Notes.

Section 6.2.

Source of Funds. Each Purchaser severally represents that at least one of

the following statements is an accurate representation as to each source of funds (a “Source”) to

be used by such Purchaser to pay the purchase price of the Notes to be purchased by such Purchaser

hereunder:

(a)

the Source is an “insurance company general account” (as the term is defined in the

United States Department of Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in respect

of which the reserves and liabilities (as defined by the annual statement for life insurance

companies approved by the NAIC (the “NAIC Annual Statement”)) for the general account

contract(s) held by or on behalf of any employee benefit plan together with the amount of the

reserves and liabilities for the general account contract(s) held by or on behalf of any other

employee benefit plans maintained by the same employer (or affiliate thereof as defined in PTE

95-60) or by the same employee organization in the general account do not exceed 10% of the total

reserves and liabilities of the general account (exclusive of separate account liabilities) plus surplus

as set forth in the NAIC Annual Statement filed with such Purchaser’s state of domicile; or

(b)

the Source is a separate account that is maintained solely in connection with such

Purchaser’s fixed contractual obligations under which the amounts payable, or credited, to any

employee benefit plan (or its related trust) that has any interest in such separate account (or to any

participant or beneficiary of such plan (including any annuitant)) are not affected in any manner

by the investment performance of the separate account;

(c)

the Source is either (i) an insurance company pooled separate account, within the

meaning of PTE 90-1 or (ii) a bank collective investment fund, within the meaning of the PTE 91-38

and, except as disclosed by such Purchaser to the Company in writing pursuant to this clause (c), no

employee benefit plan or group of plans maintained by the same employer or employee

organization beneficially owns more than 10% of all assets allocated to such pooled separate

account or collective investment fund;

(d)  the Source constitutes assets of an “investment fund” (within the meaning of Part

VI of PTE 84-14 (the “QPAM Exemption”)) managed by a “qualified professional asset

manager” or “QPAM” (within the meaning of Part VI of the QPAM Exemption), no employee

benefit plan’s assets that are managed by the QPAM in such investment fund, when combined

with the assets of all other employee benefit plans established or maintained by the same employer

or by an affiliate (within the meaning of Part VI(c)(1) of the QPAM Exemption) of such employer

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or by the same employee organization and managed by such QPAM, represent more than 20% of

the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM

Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM

maintains an ownership interest in the Company that would cause the QPAM and the Company to

be “related” within the meaning of Part VI(h) of the QPAM Exemption and (i) the identity of such

QPAM and (ii) the names of any employee benefit plans whose assets in the investment fund,

when combined with the assets of all other employee benefit plans established or maintained by

the same employer or by an affiliate (within the meaning of Part VI(c)(1) of the QPAM Exemption)

of such employer or by the same employee organization, represent 10% or more of the assets of

such investment fund, have been disclosed to the Company in writing pursuant to this clause (d);

(e)

the Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) of

PTE 96-23 (the “INHAM Exemption”)) managed by an “in-house asset manager” or “INHAM”

(within the meaning of Part IV(a) of the INHAM Exemption), the conditions of Part I(a), (g) and

(h) of the INHAM Exemption are satisfied, neither the INHAM nor a person controlling or

controlled by the INHAM (applying the definition of “control” in Part IV(d)(3) of the INHAM

Exemption) owns a 10% or more interest in the Company and (i) the identity of such INHAM and

(ii) the name(s) of the employee benefit plan(s) whose assets constitute the Source have been

disclosed to the Company in writing pursuant to this clause (e);

(f)

the Source is a governmental plan (as defined in section 3(32) of ERISA), a church

plan (as defined in section 3(33) of ERISA) that has not made an election under section 410(d) of

the Code, or a Non-U.S. Plan;

(g)

the Source is one or more employee benefit plans, or a separate account or trust

fund comprised of one or more employee benefit plans, each of which has been heretofore

identified to the Company in writing pursuant to this clause (g); or

(h)the Source does not include assets of any employee benefit plan.

As used in this Section 6.2, the terms “employee benefit plan,” “governmental plan” and

“separate account” shall have the respective meanings assigned to such terms in section 3 of

ERISA.

Section 6.3.

Investment Experience;  Access  to  Information.

Each Purchaser

severally represents that it (a) is an institutional “accredited investor” as defined in Rule 501(a) of

Regulation D promulgated under the Securities Act, an “Institutional Account” as defined in

FINRA Rule 4512(c) and a Qualified Institutional Buyer, (b) either alone or together with its

representatives has such knowledge and experience in financial and business matters as to be

capable of evaluating the merits and risks of this investment and make an informed decision to so

invest, and has so evaluated the risks and merits of such investment, (c) has the ability to bear the

economic risks of this investment and can afford a complete loss of such investment,

(d) understands the terms of and risks associated with the purchase of the Notes, including, without

limitation, a lack of liquidity, pricing availability and risks associated with the industry in which

the Company operates, (e) has had the opportunity to review (i) the Disclosure Documents, (ii) the

Annual Report on Form 10-K for the Company for the fiscal year ended December 31, 2025 and

(iii) such other disclosure regarding the Company, its business and its financial condition as such

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Purchaser has determined to be necessary in connection with the purchase of the Notes, and (f) has

had an opportunity to ask such questions and make such inquiries concerning the Company, its

business, its management and its financial affairs and condition, in each case, as such Purchaser

has deemed appropriate in connection with such purchase and to receive satisfactory answers to

such questions and inquiries.

Section 6.4.

Authorization. Each Purchaser, or Assignee following an assignment in

accordance with Section 13.2, as applicable, severally represents that (a) it has full power and

authority to enter into this Agreement and (b) this Agreement, when executed and delivered by

such Purchaser or assigned to an Assignee in accordance with Section 13.2, will constitute valid

and legally binding obligations of such Purchaser or Assignee, as applicable, enforceable in

accordance with their terms, except as limited by applicable bankruptcy, insolvency,

reorganization, moratorium, fraudulent conveyance and any other laws of general application

affecting enforcement of creditors’ rights generally, and as limited by laws relating to the

availability of specific performance, injunctive relief or other equitable remedies.

Section 6.5.

Restricted Securities. Each Purchaser understands that the Notes have not

been, and will not be, registered under the Securities Act by reason of a specific exemption from

the registration provisions of the Securities Act which depends upon, among other things, the bona

fide nature of the investment intent and the accuracy of each Purchaser’s representations as

expressed herein. Each Purchaser understands that the Notes are “restricted securities” under

applicable U.S. federal and state securities laws and that, pursuant to these laws, each Purchaser

must hold the Notes indefinitely unless they are registered with the SEC and qualified by state

authorities, or an exemption from such registration and qualification requirements is available.

Each Purchaser acknowledges that the Company has no obligation to register or qualify the Notes

for resale. Each Purchaser further acknowledges that if an exemption from registration or

qualification is available, it may be conditioned on various requirements including, but not limited

to, the time and manner of sale, the holding period for the Notes, and on requirements relating to

the Company which are outside of such Purchaser’s control, and which the Company is under no

obligation and may not be able to satisfy.

Section 6.6.

No Public Market. Each Purchaser understands that no public market now

exists for the Notes, and that the Company has made no assurances that a public market will ever

exist for the Notes.

Section 6.7.

Legends. Each Purchaser understands that the Notes may be notated with

one or both of the following legends:

(a)

“THE NOTE REPRESENTED HEREBY HAS NOT BEEN REGISTERED

UNDER THE SECURITIES ACT OF 1933, AND HAS BEEN ACQUIRED FOR INVESTMENT

AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION

THEREOF.

NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE

REGISTRATION STATEMENT RELATED THERETO OR UNLESS AN EXEMPTION

FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 IS AVAILABLE.”

(b)

Any legend required by the securities laws of any state to the extent such laws are

applicable to the Notes represented by the certificate, instrument or book entry so legended.

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Section 7.

Information as to Company.

Section 7.1.

Financial and Business Information. The Company shall deliver to each

Purchaser and each holder of a Note that, in each case, is an Institutional Investor:

(a)

Quarterly Statements — within 60 days (or such shorter period as is the earlier of

(x) 15 days greater than the period applicable to the filing of the Company’s Quarterly Report on

Form 10-Q (the “Form 10-Q”) with the SEC regardless of whether the Company is subject to the

filing requirements thereof and (y) the date by which such financial statements are required to be

delivered under any Material Credit Facility or the date on which such corresponding financial

statements are delivered under any Material Credit Facility if such delivery occurs earlier than

such required delivery date) after the end of each quarterly fiscal period in each fiscal year of the

Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of:

(i)

consolidated balance sheets of the Company as at the end of such quarter,

and

(ii)

consolidated statements of operations of the Company for such quarter and

for the portion of the fiscal year ending with such quarter and consolidated statements of

changes in net assets and consolidated statements of cash flows of the Company for the

portion of the fiscal year ending with such quarter,

setting forth in each case in comparative form the figures for the corresponding periods in the

previous fiscal year (to the extent applicable), all in reasonable detail, prepared in accordance with

GAAP applicable to quarterly financial statements generally (other than absence of footnotes and

year-end adjustments), and certified by a Senior Financial Officer as fairly presenting, in all

material respects, the financial position of the Company and its consolidated subsidiaries being

reported on and their results of operations and cash flows, subject to changes resulting from year-

end adjustments;

(b)

Annual Statements — within 105 days (or such shorter period as is the earlier of (x)

15 days greater than the period applicable to the filing of the Company’s Annual Report on Form

10-K (the “Form 10-K”) with the SEC regardless of whether the Company is subject to the filing

requirements thereof and (y) the date by which such financial statements are required to be

delivered under any Material Credit Facility or the date on which such corresponding financial

statements are delivered under any Material Credit Facility if such delivery occurs earlier than

such required delivery date) after the end of each fiscal year of the Company, duplicate copies of:

(i)

a consolidated balance sheet of the Company and its consolidated

subsidiaries as at the end of such year, and

(ii)

consolidated statements of operations, changes in net assets and cash flows

of the Company and its consolidated subsidiaries for such year,

setting forth in each case in comparative form the figures for the previous fiscal year (to the extent

applicable), all in reasonable detail, prepared in accordance with GAAP, and accompanied by an

opinion thereon (without a “going concern” qualification or exception as to the Company (other

than as a result of the impending maturity or any prospective default under any credit document of

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the Company, including this Agreement and the Notes) and without any qualification or exception

as to the scope of the audit on which such opinion is based) of independent public accountants of

recognized national standing, which opinion shall state that such financial statements present

fairly, in all material respects, the financial position of the companies being reported upon and

their results of operations and cash flows and have been prepared in conformity with GAAP, and

that the examination of such accountants in connection with such financial statements has been

made in accordance with generally accepted auditing standards, and that such audit provides a

reasonable basis for such opinion in the circumstances;

(c)

SEC and Other Reports — promptly upon their becoming available, one copy of

(i) each financial statement, report, notice, proxy statement or similar document sent by the

Company or any other Obligor to its public Securities holders generally, and (ii) each regular or

periodic report, each registration statement (without exhibits except as expressly requested by such

holder), and each prospectus and all amendments thereto filed by the Company or any other

Obligor with the SEC and of all press releases and other statements made available generally by

the Company or any other Obligor to the public concerning developments that are Material;

(d)

Notice of Event of Default — promptly, and in any event within 5 Business Days,

after a Responsible Officer becoming aware of the existence of any Event of Default or that any

Person (other than a Purchaser or a holder of a Note (except with respect to any claimed default of

the type referred to in Section 11(a) or 11(b) provided by any single holder of a Note)) has given

any notice or taken any action with respect to a claimed default hereunder or that any Person (other

than a Purchaser or a holder of a Note) has given any notice or taken any action with respect to a

claimed default of the type referred to in Section 11(f), a written notice specifying the nature and

period of existence thereof and what action the Company is taking or proposes to take with respect

thereto;

(e)

Employee Benefits Matters — promptly, and in any event within 5 days, after a

Responsible Officer becoming aware of any of the following, a written notice setting forth the

nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with

respect thereto:

(i)

with respect to any Pension Plan, any reportable event, as defined in

section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not

been waived pursuant to such regulations as in effect on the date hereof, which in the case

of any Pension Plan sponsored or maintained by an ERISA Affiliate would reasonably be

expected to have a Material Adverse Effect;

(ii)

the taking by the PBGC of steps to institute, or the threatening by the PBGC

of the institution of, proceedings under section 4042 of ERISA for the termination of, or

the appointment of a trustee to administer, any Pension Plan which in the case of any

Pension Plan sponsored or maintained by an ERISA Affiliate would reasonably be

expected to have a Material Adverse Effect, or the receipt by the Company or any ERISA

Affiliate of a notice from a Multiemployer Plan that such action has been taken by the

PBGC with respect to such Multiemployer Plan (to the extent such action would reasonably

be expected to result in a Material Adverse Effect);

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(iii)

any event, transaction or condition that would reasonably be expected to

result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant

to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to

employee benefit plans (as defined in section 3(3) of ERISA), or in the imposition of any

Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate

pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability

or Lien, taken together with any other such liabilities or Liens then existing, would

reasonably be expected to have a Material Adverse Effect; or

(iv) receipt of notice of the imposition of a financial penalty (which for this

purpose shall mean any tax, penalty or other liability, whether by way of indemnity or

otherwise) with respect to one or more Non-U.S. Plans that would reasonably be expected

to have a Material Adverse Effect;

(f)  Notices from Governmental Authority — promptly, and in any event within 30 days

of receipt thereof, copies of any notice to the Company or any other Obligor from any

Governmental Authority relating to any order, ruling, statute or other law or regulation that would

reasonably be expected to have a Material Adverse Effect and to the extent such notice is required

to be disclosed in connection with any regulation or disclosure obligations under the Securities

Act;

(g)

Resignation or Replacement of Auditors — within 10 days following the date on

which the Company’s auditors resign or the Company elects to change auditors, as the case may

be, notification thereof, together with such further information as the Required Holders may

request; and

(h)

Requested Information — with reasonable promptness, such other data and

information relating to the business, operations, affairs, financial condition, assets or properties of

the Company or any other Obligor or relating to the ability of the Company to perform its

obligations hereunder and under the Notes as from time to time may be reasonably requested by a

holder of the Notes, in each case to the extent reasonably available to the Company.

Section 7.2.

Officer’s Certificate.Each set of financial statements delivered to a

Purchaser or holder of a Note pursuant to Section 7.1(a) or Section 7.1(b) shall be accompanied

by a certificate of a Senior Financial Officer:

(a)

Covenant Compliance — setting forth the information from such financial

statements that is required in order to establish whether the Company was in compliance with the

requirements of Section 10.8 during the quarterly or annual period covered by the financial

statements then being furnished (including with respect to each such provision that involves

mathematical calculations, the information from such financial statements that is required to

perform such calculations) and detailed calculations of the maximum or minimum amount, ratio

or percentage, as the case may be, permissible under the terms of such Section, and the calculation

of the amount, ratio or percentage then in existence. In the event that the Company or any other

Obligor has made an election to measure any financial liability using fair value (which election is

being disregarded for purposes of determining compliance with this Agreement pursuant to

Section 22.2) as to the period covered by any such financial statement, such Senior Financial

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Officer’s certificate as to such period shall include a reconciliation from GAAP with respect to

such election;

(b)

Event of Default — certifying that such Senior Financial Officer has reviewed the

relevant terms hereof and has made, or caused to be made, under his or her supervision, a review

of the transactions and conditions of the Company and the other Obligors from the beginning of

the quarterly or annual period covered by the statements then being furnished to the date of the

certificate and that such review shall not have disclosed the existence during such period of any

condition or event that constitutes an Event of Default or, if any such condition or event existed or

exists (including any such event or condition resulting from the failure of the Company or any

other Obligor to comply with any Environmental Law), specifying the nature and period of

existence thereof and what action the Company shall have taken or proposes to take with respect

thereto; and

(c)

Subsidiary Guarantors – setting forth a statement of any changes to the list of all

Subsidiaries that are Subsidiary Guarantors since the most recent statement delivered pursuant to

this Section 7.2 and certifying that each Subsidiary that is required to be a Subsidiary Guarantor

pursuant to Section 9.7 is a Subsidiary Guarantor, in each case, as of the date of such certificate of

Senior Financial Officer.

Section 7.3.

Visitation.

The Company shall permit the representatives of each

Purchaser and each holder of a Note that, in each case, is an Institutional Investor:No Default —

if no Event of Default then exists and is continuing, at the expense of such holder and upon at least

ten (10) Business Days’ prior notice to the Company, to visit the principal executive office of the

Company, to discuss the affairs, finances and accounts of the Company and the other Obligors

with the Company’s officers, and (with the consent of the Company, which consent will not be

unreasonably withheld and so long as a Senior Financial Officer or his or her delegee is given

reasonable notice and the opportunity to be present during such discussions) its independent public

accountants, and (with the consent of the Company, which consent will not be unreasonably

withheld) to visit the other offices and properties of the Company and each other Obligor, all at

such reasonable times and as often as may be reasonably requested in writing; provided, that such

visitation rights set forth in this clause (a) may only be exercised once per calendar year for all

holders of the Notes, collectively, on a mutually agreed date; and

(b)

Default — if an Event of Default then exists and is continuing, at the expense of

the Company and upon at least ten (10) Business Days’ prior notice to the Company, to visit and

inspect any of the offices or properties of the Company or any other Obligor, to examine all their

respective books of account, records, reports and other papers, to make copies and extracts

therefrom, and to discuss their respective affairs, finances and accounts with their respective

officers and independent public accountants (and by this provision the Company authorizes said

accountants to discuss the affairs, finances and accounts of the Company and the other Obligors

so long as a Senior Financial Officer or his or her delegee is given reasonable notice and the

opportunity to be present during such discussions), all at such reasonable times and as often as

may be reasonably requested.

Section 7.4.

Electronic Delivery.

Financial statements, opinions of independent

certified public accountants, other information and Officer’s Certificates that are required to be

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delivered by the Company pursuant to Sections 7.1(a), (b) or (c) and Section 7.2 shall be deemed

to have been delivered if the Company satisfies any of the following requirements with respect

thereto:

(a)

such financial statements satisfying the requirements of Section 7.1(a) or (b) and

related Officer’s Certificate satisfying the requirements of Section 7.2 and any other information

required under Section 7.1(c) are delivered to each holder of a Note by e-mail at the e-mail address

set forth in such holder’s Purchaser Schedule as communicated from time to time in a separate

writing delivered to the Company;

(b)

the Company shall have timely filed such Form 10–Q or Form 10–K, satisfying the

requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC on EDGAR and

shall have made such form accessible from its home page on the internet, which is located at

www.mscincomefund.com as of the date of this Agreement and shall have delivered and, with

respect to Section 7.1(a) or Section 7.1(b), the related Officer’s Certificate satisfying the

requirements of Section 7.2 to each holder of a Note by electronic mail;

(c)

such financial statements satisfying the requirements of Section 7.1(a) or Section

7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 and any other

information required under Section 7.1(c), as applicable, is or are timely posted by or on behalf of

the Company on IntraLinks or on any other similar website to which each holder of Notes has free

access; or

(d)

the Company shall have timely filed any of the items referred to in Section 7.1(c)

with the SEC on EDGAR and shall have made such items available on its home page on the internet

or on IntraLinks or on any other similar website to which each holder of Notes has free access;

provided however, that in no case shall access to such financial statements, other information and

Officer’s Certificates be conditioned upon any waiver or other agreement or consent (other than

confidentiality provisions consistent with Section 20 of this Agreement or customary disclaimers

included in the Company’s website); provided further, that, in the case of any of clause (b), (c) or

(d), the Company shall have given each holder of a Note prior written notice, which may be by e-

mail, included in the Officer’s Certificate delivered pursuant to Section 7.2 or in accordance with

Section 18, of such posting or filing in connection with each delivery; provided further, that upon

request of any holder to receive paper copies of such forms, financial statements, other information

and Officer’s Certificates or to receive them by e-mail, the Company will promptly e-mail them

or deliver such paper copies, as the case may be, to such holder.

Section 8.

Payment and Prepayment of the Notes.

Section 8.1.

Maturity. As provided therein, the entire unpaid principal balance of each

Note shall be due and payable on the Maturity Date thereof.

Section 8.2.

Optional Prepayments with Prepayment Settlement Amount.

The

Company may, at its option, upon notice as provided below, prepay at any time all, or from time

to time any part of, any Series or tranche of the Notes, in an amount not less than 10% of the

aggregate principal amount of such Series or tranche of Notes then outstanding in the case of a

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partial prepayment, at 100% of the principal amount so prepaid, and the Prepayment Settlement

Amount applicable to such Series or tranche of Notes determined for the prepayment date with

respect to such principal amount. The Company will give each holder of such Series or tranche of

Notes written notice of each optional prepayment under this Section 8.2 not less than 10 days and

not more than 60 days prior to the date fixed for such prepayment unless the Company and the

holders of greater than 50.00% in principal amount of such Series or tranche of Notes at the time

outstanding (exclusive of Notes then owned by the Affiliated Holders) agree to another time period

pursuant to Section 17. Each such notice shall specify such date (which shall be a Business Day),

the aggregate principal amount of such Series or tranche of Notes to be prepaid on such date, the

principal amount of each Note held by such holder to be prepaid (determined in accordance with

Section 8.3), and the interest in such Series or tranche to be paid on the prepayment date with

respect to such principal amount being prepaid, and shall be accompanied by a certificate of a

Senior Financial Officer as to the estimated Prepayment Settlement Amount applicable to such

Series or tranche of Notes due in connection with such prepayment (calculated as if the date of

such notice were the date of the prepayment), setting forth the details of such computation. Two

Business Days prior to such prepayment, the Company shall deliver to each holder of Notes in

such Series or tranche a certificate of a Senior Financial Officer specifying the calculation of such

Prepayment Settlement Amount applicable to such Series or tranche of Notes as of the specified

prepayment date.

Section 8.3.

Allocation of Partial Prepayments. In the case of each partial prepayment

of any Series or tranche of Notes pursuant to Section 8.2, the principal amount of such Series or

tranche of Notes to be prepaid shall be allocated among all of the Notes in such Series or tranche

at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal

amounts thereof not theretofore called for prepayment. For the avoidance of doubt, so long as no

Event of Default then exists, the Company may optionally prepay any Series or tranche of Notes

without the allocation of such prepayment among all of the Notes at the time outstanding, if such

Series or tranche, as applicable, is paid in full when the Prepayment Settlement Amount for such

Series or tranche, as applicable, is zero.

Section 8.4.

Maturity; Surrender, Etc. In the case of each prepayment of any Series

or tranche of Notes pursuant to this Section 8, the principal amount of each Note to be prepaid

shall mature and become due and payable on the date fixed for such prepayment, together with

interest on such principal amount accrued to such date and the applicable Prepayment Settlement

Amount, if any, or Make-Whole Amount, if any. From and after such date, unless the Company

shall fail to pay such principal amount when so due and payable, together with the interest and

Prepayment Settlement Amount, if any, or Make-Whole Amount, if any, as aforesaid, interest on

such principal amount shall cease to accrue. Any Note paid or prepaid in full shall be surrendered

to the Company and cancelled and shall not be reissued, and no Note shall be issued in lieu of any

prepaid principal amount of any Note.

Section 8.5.

Purchase of Notes. The Company will not and will not permit any Affiliate

to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding

Notes except (a) upon the payment or prepayment of such Notes in accordance with this

Agreement and such Notes or (b) pursuant to an offer to purchase made by the Company or an

Affiliate pro rata to the holders of all Notes in any Series or tranche at the time outstanding upon

the same terms and conditions. Any such offer shall provide each applicable holder with sufficient

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information to enable it to make an informed decision with respect to such offer, and shall remain

open for at least 10 Business Days. If the holders of more than 25% of the principal amount of the

Notes in such Series or tranche then outstanding accept such offer, the Company shall promptly

notify the remaining holders Notes in such Series or tranche of such fact and the expiration date

for the acceptance by holders of Notes in such Series or tranche of such offer shall be extended by

the number of days necessary to give each such remaining holder at least 5 Business Days from its

receipt of such notice to accept such offer. The Company will promptly cancel such Notes

acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of such Notes

pursuant to this Agreement and no Notes may be issued in substitution or exchange for any such

Notes. For the avoidance of doubt, no Prepayment Settlement Amount shall be owed in connection

with any prepayment made pursuant to this Section 8.5(b).

Section 8.6.

Make-Whole Amount; Prepayment Settlement Amount.

“Prepayment Settlement Amount” means with respect to any Series A Note, an amount

equal to the “Prepayment Settlement Amount”, as follows:

Prepaid during the period

Prepayment Settlement Amount

Make-Whole Amount of the principal amount

to be prepaid

On or before February 28, 2029

After February 28, 2029

Zero

“Make-Whole Amount” means, with respect to any Note, an amount equal to the excess,

if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called

Principal of such Note over the amount of such Called Principal, provided that the Make-Whole

Amount may in no event be less than zero. For the purposes of determining the Make-Whole

Amount, the following terms have the following meanings:

“Called Principal” means, with respect to any Note, the principal of such Note that is to

be prepaid pursuant to Section 8.2 or has become or is declared to be immediately due and payable

pursuant to Section 12.1, as the context requires.

“Discounted Value” means, with respect to the Called Principal of any Note, the amount

obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal

from their respective scheduled due dates to the Settlement Date with respect to such Called

Principal, in accordance with accepted financial practice and at a discount factor (applied on the

same periodic basis as that on which interest on the Notes is payable) equal to the Reinvestment

Yield with respect to such Called Principal.

“Reinvestment Yield” means, with respect to the Called Principal of any Note, the sum

of (a) 0.50% plus (b) the yield to maturity implied by the “Ask Yield(s)” reported as of 10:00 a.m.

(New York City time) on the second Business Day preceding the Settlement Date with respect to

such Called Principal, on the display designated as “Page PX1” (or such other display as may

replace Page PX1) on Bloomberg Financial Markets for the most recently issued actively traded

on-the-run U.S. Treasury securities (“Reported”) having a maturity equal to the Remaining

Average Life of such Called Principal as of such Settlement Date.  If there are no such U.S.

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Treasury securities Reported having a maturity equal to such Remaining Average Life, then such

implied yield to maturity will be determined by (i) converting U.S. Treasury bill quotations to

bond equivalent yields in accordance with accepted financial practice and (ii) interpolating linearly

between the “Ask Yields” Reported for the applicable most recently issued actively traded on-the-

run U.S. Treasury securities with the maturities (1) closest to and greater than such Remaining

Average Life and (2) closest to and less than such Remaining Average Life. The Reinvestment

Yield shall be rounded to the number of decimal places as appears in the interest rate of the

applicable Note.

If such yields are not Reported or the yields Reported as of such time are not ascertainable

(including by way of interpolation), then “Reinvestment Yield” means, with respect to the Called

Principal of any Note, the sum of (x) 0.50% plus (y) the yield to maturity implied by the U.S.

Treasury constant maturity yields reported, for the latest day for which such yields have been so

reported as of the second Business Day preceding the Settlement Date with respect to such Called

Principal, in Federal Reserve Statistical Release H.15 (or any comparable successor publication)

for the U.S. Treasury constant maturity having a term equal to the Remaining Average Life of such

Called Principal as of such Settlement Date. If there is no such U.S. Treasury constant maturity

having a term equal to such Remaining Average Life, such implied yield to maturity will be

determined by interpolating linearly between (1) the U.S. Treasury constant maturity so reported

with the term closest to and greater than such Remaining Average Life and (2) the U.S. Treasury

constant maturity so reported with the term closest to and less than such Remaining Average Life.

The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest

rate of the applicable Note.

“Remaining Average Life” means, with respect to any Called Principal of any Note, the

number of years obtained by dividing (i) such Called Principal into (ii) the sum of the products

obtained by multiplying (a) the principal component of each Remaining Scheduled Payment with

respect to such Called Principal by (b) the number of years, computed on the basis of a 360-day

year comprised of twelve 30-day months and calculated to two decimal places, that will elapse

between the Settlement Date with respect to such Called Principal and the scheduled due date of

such Remaining Scheduled Payment.

“Remaining Scheduled Payments” means, with respect to the Called Principal of any

Note, all payments of such Called Principal and interest thereon that would be due after the

Settlement Date with respect to such Called Principal if no payment of such Called Principal were

made prior to its scheduled due date, provided that if such Settlement Date is not a date on which

interest payments are due to be made under the Notes, then the amount of the next succeeding

scheduled interest payment will be reduced by the amount of interest accrued to such Settlement

Date and required to be paid on such Settlement Date pursuant to Section 8.2 or Section 12.1.

“Settlement Date” means, with respect to the Called Principal of any Note, the date on

which such Called Principal is to be prepaid pursuant to Section 8.2 or has become or is declared

to be immediately due and payable pursuant to Section 12.1, as the context requires.

Section 8.7.

Payments Due on Non-Business Days. Anything in this Agreement or the

Notes to the contrary notwithstanding, (x) except as set forth in clause (y), any payment of interest

on any Note that is due on a date that is not a Business Day shall be made on the next succeeding

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Business Day without including the additional days elapsed in the computation of the interest

payable on such next succeeding Business Day; and (y) any payment of principal of or Make-

Whole Amount on, or the Prepayment Settlement Amount on, any Note (including principal due

on the Maturity Date of such Note) that is due on a date that is not a Business Day shall be made

on the next succeeding Business Day and shall include the additional days elapsed in the

computation of interest payable on such next succeeding Business Day.

Section 8.8.

Change in Control.

(a) Notice of Change in Control. The Company will, within fifteen Business Days after

any Responsible Officer has knowledge of the occurrence of any Change in Control, give written

notice of such Change in Control to each holder of Notes. Such notice shall contain and constitute

an offer to prepay Notes as described in subparagraph (b) of this Section 8.8 and shall be

accompanied by the certificate described in subparagraph (e) of this Section 8.8.

(b)

Offer to Prepay Notes. The offer to prepay Notes contemplated by subparagraph

(a) of this Section 8.8 shall be an offer to prepay, in accordance with and subject to this Section

8.8, all, but not less than all, the Notes held by each holder (in this case only, “holder” in respect

of any Note registered in the name of a nominee for a disclosed beneficial owner shall mean such

beneficial owner) on a date specified in such offer (the “Section 8.8 Proposed Prepayment

Date”). Such date shall be not less than 30 days and not more than 60 days after the date of such

offer (if the Section 8.8 Proposed Prepayment Date shall not be specified in such offer, the Section

8.8 Proposed Prepayment Date shall be the first Business Day after the 45th day after the date of

such offer).

(c)

Acceptance/Rejection.  A holder of Notes may accept the offer to prepay made

pursuant to this Section 8.8 by causing a notice of such acceptance to be delivered to the Company

not later than 15 Business Days after receipt by such holder of the most recent offer of prepayment.

A failure by a holder of Notes to respond to an offer to prepay made pursuant to this Section 8.8

shall be deemed to constitute rejection of such offer by such holder.

(d)

Prepayment. Prepayment of the Notes to be prepaid pursuant to this Section 8.8

shall be at 100% of the principal amount of such Notes, together with interest on such Notes

accrued to, but excluding, the date of prepayment, but without Make-Whole Amount, Prepayment

Settlement Amount or other premium.

(e)

Officer’s Certificate. Each offer to prepay the Notes pursuant to this Section 8.8

shall be accompanied by a certificate, executed by a Senior Financial Officer of the Company and

dated the date of such offer, specifying: (i) the Section 8.8 Proposed Prepayment Date; (ii) that

such offer is made pursuant to this Section 8.8; (iii) the principal amount of each Note offered to

be prepaid; (iv) the interest that would be due on each Note offered to be prepaid, accrued to, but

excluding, the Section 8.8 Proposed Prepayment Date; (v) that the conditions of this Section 8.8

have been fulfilled; and (vi) in reasonable detail, the nature and date of the Change in Control.

(f)

Definitions.

“Change in Control” means (i) the acquisition of ownership, directly or indirectly,

beneficially or of record, by any Person or group (within the meaning of the Exchange Act as in

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effect on the date hereof) (other than any Affiliate of the Investment Advisor or the Company) of

shares representing more than 35% of the aggregate ordinary voting power represented by the

issued and outstanding Equity Interests in the Investment Advisor or the Company; or (ii) the

Company shall cease to be managed by the Investment Advisor.

Section 9.

Affirmative Covenants.

The Company covenants from the Effective Date and thereafter so long as any of the Notes

are outstanding that:

Section 9.1.

Compliance with Laws. Without limiting Section 10.4, the Company will,

and will cause each of its Subsidiaries to, comply with all laws, ordinances or governmental rules

or regulations to which each of them is subject (including ERISA, Environmental Laws, the USA

PATRIOT Act and the other laws and regulations that are referred to in Section 5.16) and will

obtain and maintain in effect all licenses, certificates, permits, franchises and other governmental

authorizations necessary to the ownership of their respective properties or to the conduct of their

respective businesses, in each case to the extent necessary to ensure that non-compliance with such

laws, ordinances or governmental rules or regulations or failures to obtain or maintain in effect

such licenses, certificates, permits, franchises and other governmental authorizations would not,

individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 9.2.

Insurance. The Company will, and will cause each of its Subsidiaries that

are Obligors to, maintain insurance with respect to their respective properties and businesses

against such casualties and contingencies, of such types, on such terms and in such amounts

(including deductibles, co-insurance and self-insurance, if adequate reserves are maintained with

respect thereto) as is customary in the case of similarly situated entities engaged in the same or a

similar business.

Section 9.3.

Maintenance of Properties. The Company will, and will cause each of its

Subsidiaries (other than Immaterial Subsidiaries) to, maintain and keep, or cause to be maintained

and kept, their respective properties in good repair, working order and condition (other than

ordinary wear and tear), provided that this Section 9.3 shall not prevent the Company or any

subsidiary from discontinuing the operation and the maintenance of any of its properties if such

discontinuance is desirable in the conduct of its business and the Company has concluded that such

discontinuance would not, individually or in the aggregate, reasonably be expected to have a

Material Adverse Effect.

Section 9.4.

Payment of Taxes and Claims. The Company will, and will cause each of

its Subsidiaries (other than Immaterial Subsidiaries) to, file all federal and state income and other

material tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown

to be due and payable on such returns and all other taxes, assessments, governmental charges, or

levies imposed on them or any of their properties, assets, income or franchises, to the extent the

same have become due and payable and before they have become delinquent and all claims for

which sums have become due and payable that have or might become a Lien on properties or assets

of the Company or any Subsidiary, provided that neither the Company nor any Subsidiary need

pay any such tax, assessment, charge, levy or claim if (i) the amount, applicability or validity

thereof is contested by the Company or such Subsidiary on a timely basis in good faith and in

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appropriate proceedings, and the Company or a Subsidiary has established adequate reserves

therefor in accordance with GAAP on the books of the Company or such Subsidiary and (ii) the

nonpayment of all such taxes, assessments, charges, levies and claims would not, individually or

in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 9.5.

Corporate Existence, Etc. Subject to Section 10.2, the Company will at

all times preserve and keep its corporate existence in full force and effect. Subject to Section 10.2,

the Company will at all times preserve and keep in full force and effect the corporate existence of

each of its Subsidiaries (other than Immaterial Subsidiaries) (unless merged into the Company or

a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries

(other than Immaterial Subsidiaries) unless, in the good faith judgment of the Company, the

termination of or failure to preserve and keep in full force and effect such corporate existence,

right or franchise would not, individually or in the aggregate, have a Material Adverse Effect.

Section 9.6.

Books and Records.The Company will, and will cause each of its

Subsidiaries (other than Immaterial Subsidiaries) to, maintain proper books of record and account

in conformity with GAAP and in all material respects with all applicable requirements of any

Governmental Authority having legal or regulatory jurisdiction over the Company or such

Subsidiary, as the case may be. The Company will, and will cause each of its Subsidiaries (other

than Immaterial Subsidiaries) to, keep books, records and accounts which, in reasonable detail,

accurately reflect all transactions and dispositions of assets. The Company and its Subsidiaries

(other than Immaterial Subsidiaries) have devised a system of internal accounting controls

sufficient to provide reasonable assurances that their respective books, records, and accounts

accurately reflect all transactions and dispositions of assets and the Company will, and will cause

each of its Subsidiaries to, continue to maintain such system.

Section 9.7.

Subsidiary Guarantors.

(a)

The Company will cause each of its Subsidiaries (other than Excluded Subsidiaries)

that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or

co-borrower or otherwise, for or in respect of any Indebtedness under any Material Credit Facility

for which the Company is a borrower or guarantor to concurrently therewith:enter into (A) an

agreement in form and substance reasonably satisfactory to the Required Holders providing for the

guaranty by such Subsidiary, on a joint and several basis with all other such Subsidiaries providing

a guaranty, of (x) the prompt payment in full when due of all amounts payable by the Company

pursuant to the Notes (whether for principal, interest, Prepayment Settlement Amount, Make-

Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses

payable by the Company thereunder and (y) the prompt, full and faithful performance, observance

and discharge by the Company of each and every covenant, agreement, undertaking and provision

required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a

“Subsidiary Guaranty”) or (B) a joinder to the Subsidiary Guaranty; and

(ii)

deliver the following to each holder of a Note:

(A)

thereto;

an executed counterpart of such Subsidiary Guaranty or a joinder

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(B)

a certificate signed by an authorized responsible officer of such

Subsidiary containing representations and warranties on behalf of such Subsidiary

to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6

and 5.7 of this Agreement (but with respect to such Subsidiary and such Subsidiary

Guaranty rather than the Company);

(C) all documents as may be reasonably requested by the Required

Holders to evidence the due organization, continuing existence and, where

applicable, good standing of such Subsidiary and the due authorization by all

requisite action on the part of such Subsidiary of the execution and delivery of such

Subsidiary Guaranty and the performance by such Subsidiary of its obligations

thereunder; and

(D)

upon request of the Required Holders (at the time such Subsidiary

is to be joined as a Subsidiary Guarantor or if otherwise provided under a Material

Credit Facility), a customary opinion of counsel reasonably satisfactory to the

Required Holders covering such matters relating to such Subsidiary and such

Subsidiary Guaranty as the Required Holders may reasonably request.

(b)

At the election of the Company and by written notice to each holder of Notes, any

Subsidiary Guarantor may be discharged from all of its obligations and liabilities under its

Subsidiary Guaranty and shall be automatically released from its obligations thereunder without

the need for the execution or delivery of any other document by the holders, provided that (i) if

such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of any Material

Credit Facility, then such Subsidiary Guarantor has been released and discharged (or will be

released and discharged concurrently with the release of such Subsidiary Guarantor under its

Subsidiary Guaranty) under such Material Credit Facility, (ii) at the time of, and after giving effect

to, such release and discharge, no Default or Event of Default shall be existing, (iii) no amount is

then due and payable under such Subsidiary Guaranty, (iv) if in connection with such Subsidiary

Guarantor being released and discharged under any Material Credit Facility (other than in

connection with a sale of such Subsidiary or its Equity Interests), any fee or other form of

consideration is given to any holder of Indebtedness under such Material Credit Facility

specifically for such release, the holders of the Notes shall receive equivalent consideration

(determined in the case of a fee as an equivalent proportion of outstanding commitments or

principal amount as applicable) substantially concurrently therewith and (v) each holder shall have

received a certificate of a Responsible Officer certifying as to the matters set forth in clauses (i)

through (iv).

Section 9.8.

Status of BDC and RIC. The Company shall at all times maintain its status

as a “business development company” under the Investment Company Act and its status as a RIC

under the Code.

Section 9.9.

Investment Policies. The Company shall at all times be in compliance with

its Investment Policies, except to the extent that the failure to so comply would not reasonably be

expected to result in a Material Adverse Effect.

Section 9.10. Rating Confirmation.

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(a)

The Company covenants and agrees that, at its sole cost and expense, it shall cause

to be maintained at all times a Rating from at least one Rating Agency that indicates that it will

monitor the rating on an ongoing basis. No later than March 13 of each year (beginning March 13,

2026), and promptly upon any change in the Rating, the Company further covenants and agrees it

shall provide a notice to each of the holders of the Notes sent in the manner provided in Section

18 with respect to all then current Ratings.

(b)

At any time that the Rating maintained pursuant to clause (a) above is not a public

rating, the Company will provide to each holder of a Note (x) at least annually (on or before each

anniversary of the date of the Closing) and (y) promptly upon any change in such Rating, an

updated Private Rating evidencing such Rating and an updated Private Rating Rationale Report

with respect to such Rating. In addition to the foregoing information, and any information

specifically required to be included in any Private Rating or Private Rating Rationale Report (as

set forth in the respective definitions thereof), if the SVO or any other Governmental Authority

having jurisdiction over any holder of any Notes from time to time requires any additional

information with respect to the Rating of the Notes, the Company shall use commercially

reasonable efforts to procure such information from the Rating Agency.

Section 9.11. Most Favored Lender.

(a) If at any time after the Effective Date, any other junior or pari passu unsecured

Indebtedness for borrowed money that is outstanding in an aggregate principal amount of at least

$25,000,000 shall include any MFL Financial Covenant or MFL Cure Right Provision and such

MFL Financial Covenant or MFL Cure Right Provision would be more beneficial to the holders

of Notes than the analogous restrictions, events of default, cure rights or provisions contained in

this Agreement (any such restriction, event of default, cure right or provision, an “Additional

Covenant”), then the Company shall provide a Most Favored Lender Notice to the holders of

Notes. Upon receipt of such notice by the holders of the Notes, such Additional Covenant

(including any associated cure right, cure period or grace period or any associated defined term)

shall be deemed automatically incorporated by reference into this Agreement, mutatis mutandis,

as if set forth fully herein, without any further action required on the part of any Person, effective

as of the date after the Effective Date when such Additional Covenant became effective under such

other junior or pari passu unsecured Indebtedness. Thereafter, upon the request of any holder of a

Note, the Company shall enter into any additional agreement or amendment to this Agreement

reasonably requested by such holder evidencing any of the foregoing.

(b)

Any Additional Covenant (including any associated cure right, cure period or grace

period and any associated defined term and all qualifications, limitations and exceptions thereto)

incorporated into this Agreement pursuant to Section 9.11(a) (herein referred to as an

“Incorporated Covenant”) (i) shall be deemed automatically amended herein to reflect any

subsequent waivers, supplements, modifications or amendments made to such Additional

Covenant (including any associated cure right, cure period or grace period and any associated

defined term and all qualifications, limitations and exceptions thereto) under such other junior or

pari passu unsecured Indebtedness that contains the relevant Additional Covenant and (ii) shall be

deemed automatically deleted from this Agreement at such time as such Additional Covenant is

deleted or otherwise removed from such other unsecured Indebtedness, including if such other

unsecured Indebtedness is terminated or otherwise no longer in effect. Upon the request of the

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Company, the holders of Notes shall (at the Company’s sole cost and expense) enter into any

additional agreement or amendment to this Agreement requested by the Company evidencing the

waiver, supplement, modification, amendment or deletion of any such Incorporated Covenant in

accordance with the terms hereof.

(c)

If at any time on or prior to the nine month anniversary of the Effective Date, the

Company incurs any other junior or pari passu unsecured Indebtedness for borrowed money that

is (x) outstanding in an aggregate principal amount greater than $25,000,000 and (y) has a maturity

date that occurs on or prior to the date that is forty-five (45) months after the Effective Date, to the

extent such junior or pari passu unsecured Indebtedness has an All-In Rate applicable thereto

which exceeds the All-In Rate then applicable to the Notes, then the stated rate of the Notes shall

be increased such that the then applicable All-In Rate of the Notes is equal to the All-In Rate of

such junior or pari passu unsecured Indebtedness.

(d) As used here, “All-In Rate” means the effective yield applicable to any

indebtedness, including but not limited to, the coupon rate and any interest rate floors plus

(determined as a proportion of the applicable total commitments), any original issue discount,

upfront fees, arrangement fees, commitment fees, structuring fees, underwriting fees, and/or any

similar fees paid to any purchaser, lender and/or arranger (or any of their respective affiliates) in

connection with the commitment, syndication or purchase of the Notes described herein or such

other obligation or issuance, as applicable; provided that (a) original issue discount and upfront

fees shall be equated to interest rate assuming a forty-five (45) month life to maturity (or, if less,

the stated life to maturity at the time of incurrence of the applicable Indebtedness), and (b) if any

such Indebtedness includes an interest rate floor, the stated rate of the Notes will not be increased

by the rate of such interest rate floor, but the All-In Rate of such Indebtedness shall be calculated

taking into account the interest rate floor applicable thereto at the time of the incurrence of such

Indebtedness.

Section 10.

Negative Covenants.

The Company covenants from the Effective Date and thereafter so long as any of the Notes

are outstanding that:

Section 10.1. Transactions with Affiliates. The Company will not, and will not permit

any other Obligor to, enter into directly or indirectly any transaction or group of related

transactions (including the purchase, lease, sale or exchange of properties of any kind or the

rendering of any service) with any Affiliate (other than the Company or any of its Subsidiaries)

involving payment in excess of $1,000,000, even if otherwise permitted under this Agreement,

except:

(a)

transactions in the ordinary course of business at prices and on terms and conditions

not less favorable to the Company or such other Obligor, as applicable, than could be obtained on

an arm’s-length basis from unrelated third parties;

(b)

transactions between or among the Company and any other Obligors not involving

any other Affiliate;

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(c)

transactions among the Company and/or its Subsidiaries pursuant to Section 10.2,

Investments permitted by Section 10.7 and Restricted Payments permitted by Section 10.6;

(d)

the Affiliate Agreement and the transactions provided in the Affiliate Agreement

(as such agreement is amended, modified or supplemented from time to time in a manner not

materially adverse to the holders of the Notes);

(e)

transactions described or referenced on Schedule 10.1;

(f)

any Investment that results in the creation of an Affiliate;

(g)

transactions with one (1) or more Affiliates as permitted by any SEC exemptive

order (as may be amended from time to time), exemptive rule or no action relief that a majority of

the independent directors of the board of directors of the Company determines is reasonable and

fair to the Company and does not involve overreaching of the Company on the part of the Affiliate;

(h)

any co-investment transaction to the extent not in violation of applicable law;

(i)

transactions between or among the Obligors and any Excluded Asset or any

“downstream affiliate” (as such term is used under the rules promulgated under the Investment

Company Act) (i) at prices and on terms and conditions not less favorable to the Obligors than

could be obtained at the time on an arm’s-length basis from unrelated third parties or (ii) arising

from, in connection with or related to Standard Securitization Undertakings; or

(j)

transactions approved by a majority of the independent directors of the board of

directors of the Company;

(k)

any issuance, sale or grant of securities or other payments, awards or grants in cash,

securities or otherwise pursuant to, or the funding of employment arrangements, stock options,

restricted stock awards or units and stock ownership plans or other compensation, severance or

retention awards or plans approved by the board of directors of the Company or any Subsidiary;

(l)

(i) any collective bargaining, employment, retention or severance agreement or

compensatory arrangement entered into by the Company or any of its direct or indirect subsidiaries

with their respective current or former officers, directors, members of management, managers,

employees, consultants or independent contractors or those of the Company, (ii) any agreement

pertaining to the repurchase of Equity Interests pursuant to rights with current or former officers,

directors, members of management, managers, employees, consultants or independent contractors

and (iii) transactions pursuant to any employee compensation, benefit plan, stock option plan or

arrangement, any health, disability or similar insurance plan which covers current or former

officers, directors, members of management, managers, employees, consultants or independent

contractors or any employment contract or arrangement;

(m)

customary compensation to Affiliates in connection with financial advisory,

financing, underwriting or placement services or in respect of other investment banking activities

and other transaction fees, which payments are approved by the majority of the members of the

board of directors (or similar governing body) or a majority of the disinterested members of the

board of directors of the Company in good faith;

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(n)

transactions and payments required under the definitive agreement for any

acquisition or Investment permitted under this Agreement (to the extent any seller, employee,

officer or director of an acquired entity becomes an Affiliate in connection with such transaction);

(o)

the payment of customary fees and reasonable out-of-pocket costs to, and

indemnities provided on behalf of, members of the board of directors (or similar governing body),

officers, employees, members of management, managers, consultants and independent contractors

of the Company and/or any of its direct or indirect subsidiaries in the ordinary course of business;

(p)

transactions with customers, clients, suppliers, joint ventures, purchasers or sellers

of goods or services or providers of employees or other labor entered into in the ordinary course

of business, which are (i) fair to the Company and/or the applicable Subsidiary in the good faith

determination of the board of directors (or similar governing body) of the Company or the senior

management thereof or (ii) on terms at least as favorable as might reasonably be obtained from a

Person other than an Affiliate; and

(q)

the Company may issue and sell Equity Interests to its Affiliates; and

(r)

any transaction permitted by the Bank Credit Agreement.

Section 10.2. Merger, Consolidation, Fundamental Changes, Etc. The Company will

not, nor will it permit any other Obligor to, enter into any transaction of merger or consolidation

or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution).

The Company will not, nor will it permit any other Obligor to, acquire any business or property

from, or capital stock of, or be a party to any acquisition of, any Person, except for purchases or

acquisitions of Portfolio Investments and other assets in the normal course of the day-to-day

business activities of the Company and its Subsidiaries and not in violation of the terms and

conditions of this Agreement. The Company will not, nor will it permit any other Obligor to,

convey, sell, lease, transfer or otherwise dispose of, in one (1) transaction or a series of

transactions, any part of its assets, whether now owned or hereafter acquired, but excluding (w)

any transaction permitted under Section 10.6, (x) assets sold or disposed of in the ordinary course

of business (including to make expenditures of cash in the normal course of the day-to-day

business activities of the Company and its Subsidiaries and the use of Cash and Cash Equivalents

in the ordinary course of business) (other than the transfer of Portfolio Investments to Excluded

Assets), (y) subject to the provisions of clause (e) below, the transfer or sale of Portfolio

Investments to Excluded Assets or Immaterial Subsidiaries and (z) subject to the provisions of

clauses (c) and (f) below, any Obligor’s ownership interest in any Excluded Asset or any

Immaterial Subsidiary. Notwithstanding the foregoing provisions of this Section 10.2:

(a)

any Subsidiary Guarantor of the Company may be merged or consolidated with or

into the Company or any other Subsidiary Guarantor; provided that if any such transaction shall

be between a Subsidiary Guarantor and a wholly owned Subsidiary Guarantor, the wholly owned

Subsidiary Guarantor shall be the continuing or surviving corporation or such other Person that is

the continuing or surviving entity in such transaction becomes a Subsidiary Guarantor and

expressly assumes, in writing, all the obligations of a Subsidiary Guarantor under it Subsidiary

Guaranty;

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(b)

any Subsidiary Guarantor may sell, lease, transfer or otherwise dispose of any or

all of its assets (upon voluntary liquidation or otherwise) to the Company or any wholly owned

Subsidiary Guarantor of the Company;

(c)

the capital stock of any Subsidiary of any Obligor may be sold, transferred or

otherwise disposed of (including by way of consolidation or merger) (i) to the Company or any

wholly owned Subsidiary Guarantor of the Company or (ii) so long as such transaction results in

an Obligor receiving the proceeds of such disposition, to any other Person;

(d)

the Obligors may sell, transfer or otherwise dispose of Cash and Cash Equivalents

to an Excluded Asset or Immaterial Subsidiary;

(e)

the Obligors may sell, transfer or otherwise dispose of Portfolio Investments to an

Excluded Asset or Immaterial Subsidiary or to any Person to the extent not prohibited by the Bank

Credit Agreement;

(f)

the Obligors may sell, transfer or otherwise dispose of direct ownership interests in

any Excluded Asset to any Subsidiary that is not an Obligor, if immediately after giving effect to

such sale, transfer or other disposition, no more than 25% of the value of all Obligors’ direct

ownership interests in all Excluded Assets (calculated as of the date of the most recently delivered

financial statements on or prior to the date of such sale, transfer or other disposition) are subject

to Excluded Asset Liens or have been sold, transferred or otherwise disposed of to a Subsidiary

that is not an Obligor pursuant to this clause (f);

(g)  the Company or any other Obligor may merge or consolidate with, or acquire all or

substantially all of the assets of, any other Person so long as the successor formed by such

consolidation or acquisition or the survivor of such merger, as the case may be, shall be a solvent

corporation or limited liability company organized and existing under the laws of the United States

or any state thereof (including the District of Columbia), and, if the Company or any such other

Obligor is not such corporation or limited liability company, (i) such corporation or limited liability

company shall have executed and delivered to each holder of any Notes its assumption of the due

and punctual performance and observance of each covenant and condition of this Agreement and

the Notes and (ii) such corporation or limited liability company shall have caused to be delivered

to each holder of any Notes an opinion of nationally recognized independent counsel, or other

independent counsel reasonably satisfactory to the Required Holders, to the effect that all

agreements or instruments effecting such assumption are enforceable in accordance with their

terms and comply with the terms hereof; (iii) each Subsidiary Guarantor under any Subsidiary

Guaranty that is outstanding at the time such transaction or each transaction in such a series of

transactions occurs reaffirms its obligations under such Subsidiary Guaranty in writing at such

time; (iv) immediately before and immediately after giving effect to such transaction, no Event of

Default shall have occurred and be continuing; and (v) the surviving company shall have provided

the holders of the Notes evidence that the then current Rating of the Notes shall, after giving effect

to such merger, consolidation, conveyance, sale, lease, transfer or other disposition of all or

substantially all of the assets, have been reaffirmed;

(h)

the Company or the other Obligors may dissolve or liquidate (i) any Immaterial

Subsidiary or (ii) any other Subsidiary so long as, with respect to this clause (ii), (A) in connection

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with such dissolution or liquidation, any and all of the assets of such Subsidiary shall be distributed

or otherwise transferred to an Obligor (or, if such Subsidiary is an Excluded Asset, to another

Excluded Asset) and (B) such dissolution or liquidation is not materially adverse to the holders of

the Notes and the Company determines in good faith that such dissolution or liquidation is in its

best interests;

(i)

the Company and the other Obligors may sell, lease, transfer or otherwise dispose

of equipment or other property or assets that do not consist of Portfolio Investments so long as the

aggregate amount of all such sales, leases, transfer and dispositions does not exceed $10,000,000

in any fiscal year;

(j)

the Obligors may transfer assets that such Obligor would otherwise be permitted to

own to an Excluded Asset for the sole purpose of facilitating the transfer of assets from one (1)

Excluded Asset (or a Subsidiary that was an Excluded Asset immediately prior to such disposition)

to another Excluded Asset, directly or indirectly through such Obligor (such assets, the

“Transferred Assets”); provided that (i) no Event of Default exists and is continuing at such time

or would result from any such transfer to or by such Obligor, (ii) the Transferred Assets are

transferred to such Obligor by the transferor Excluded Asset on the same Business Day that such

assets are transferred by such Obligor to the transferee Excluded Asset, and (iii) following such

transfer such Obligor has no liability, actual or contingent, with respect to the Transferred Assets

other than Standard Securitization Undertakings;

(k)

the Company may deposit and use cash to purchase shares of common stock of the

Company in connection with tender offers in connection with ordinary course periodic share

repurchase programs; and

(l)

the Company may enter or permit any other Obligor to enter into any transaction

permitted by the Bank Credit Agreement;

provided that in no event shall the Company enter into any transaction of merger or consolidation

or amalgamation, or effect any internal reorganization, if the surviving entity would be organized

under any jurisdiction other than a jurisdiction of the United States or any state within the United

States.

No such conveyance, transfer or lease of substantially all of the assets of the Company or any

Subsidiary Guarantor shall have the effect of releasing the Company or such Subsidiary Guarantor,

as the case may be, or any successor corporation or limited liability company that shall theretofore

have become such in the manner prescribed in this Section 10.2, from its liability under (x) this

Agreement or the Notes (in the case of the Company) or (y) the Subsidiary Guaranty (in the case

of any Subsidiary Guarantor), unless, in the case of the conveyance, transfer or lease of

substantially all of the assets of a Subsidiary Guarantor, such Subsidiary Guarantor is released

from its Subsidiary Guaranty in accordance with Section 9.7(b) in connection with or immediately

following such conveyance, transfer or lease.

Section 10.3. Line of Business.

The Company will not and will not permit any

Subsidiary to engage in any business if, as a result, the general nature of the business in which the

Company and its subsidiaries, taken as a whole, would then be engaged would be substantially

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changed from the general nature of the business in which the Company and its subsidiaries, taken

as a whole, are engaged on the date of this Agreement as described in the Company’s most recent

Form 10-K, other than (i) ancillary or support businesses; (ii) any business in or related to private

credit or that other business development companies enter into or are engaged in; (iii) as is

otherwise in accordance with its Investment Policies; or (iv) as is otherwise permitted by the Bank

Credit Agreement.

Section 10.4. Economic Sanctions, Etc. The Company will not, and will not permit any

Controlled Entity to (a) become (including by virtue of being owned or controlled by a Blocked

Person), own or control a Blocked Person or (b) directly or indirectly have any investment in or

engage in any dealing or transaction (including any investment, dealing or transaction involving

the proceeds of the Notes) with any Person if such investment, dealing or transaction (i) would

cause any holder or any affiliate of such holder to be in violation of, or subject to sanctions under,

any law or regulation applicable to such holder, or (ii) is prohibited by or subject to sanctions under

any Economic Sanctions Laws.

Section 10.5. Liens. The Company will not and will not permit any other Obligor to

directly or indirectly create, incur, assume or permit to exist (upon the happening of a contingency

or otherwise) any Lien on or with respect to any property or asset (including any document or

instrument in respect of goods or accounts receivable) of the Company or any such Obligor,

whether now owned or held or hereafter acquired, or any income or profits therefrom, or assign or

otherwise convey any right to receive income or profits (excluding, for the avoidance of doubt, the

payment of any fees under any Affiliate Agreement), except Permitted Liens or:

(a)

any Lien on any property or asset of the Company or another Obligor existing on

the Effective Date and set forth in Schedule 10.5, provided that (i) no such Lien shall extend to

any other property or asset of the Company or any Subsidiary Guarantors (other than proceeds

thereof or accessions thereto) and (ii) any such Lien shall secure only those obligations which it

secures on the Effective Date and extensions, renewals and replacements thereof that do not

increase the outstanding principal amount thereof, except to the extent not prohibited hereunder;

(b)

Liens created pursuant to the Collateral Documents (as defined in the Bank Credit

Agreement) and the security documents related to any other Material Credit Facility;

(c)

Liens on Special Equity Interests included in the Portfolio Investments;

(d)

Facility;

Liens securing Indebtedness or other obligations permitted by a Material Credit

(e)

Liens on an Obligor’s direct ownership interests in Excluded Assets (“Excluded

Asset Liens”) to secure obligations owed to a creditor of such Obligor but only to the extent that

at the time any such Lien is incurred, no more than 25% of the value of all Obligors’ direct

ownership interests in all Excluded Assets (calculated as of the most recently delivered financial

statements) have become subject to an Excluded Asset Lien or have been transferred pursuant to

Section 10.2(f);

(f)

Liens on the direct ownership interest of any Obligor in an Excluded Asset to secure

obligations owed to a creditor of such Excluded Asset;

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(g)

Liens created by posting of cash collateral in connection with Hedging Agreements

permitted under Section 10.7(d) and Credit Default Swaps and total return swaps permitted under

Section 10.7(i);

(h)

Liens existing on any property or asset prior to the acquisition thereof by the

Company or another Obligor; provided that (i) such Lien is not created in contemplation of or in

connection with such acquisition and (ii) such Lien does not apply to any other property or assets

(other than proceeds thereof or accessions thereto) of the Company or such Obligor;

(i)

any Lien on Margin Stock (as defined in the Bank Credit Agreement);

(j)

any Lien imposed as a result of a taking under the exercise of the power of eminent

domain by any governmental body or by any Person acting under Governmental Authority;

(k)

Liens on assets securing Indebtedness so long as, after giving pro forma effect to

such Liens, the Company is in compliance with Section 10.8;

(l)

Liens on assets securing other obligations in an aggregate principal amount at any

time outstanding not to exceed $500,000; and

(m)

Liens permitted by the Bank Credit Agreement.

Section 10.6. Restricted Payments. The Company will not, nor will it permit any of its

Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted

Payment, except that any Obligor may declare and pay:

(a)

dividends with respect to the capital stock of the Company or such Obligor

(including, for the avoidance of doubt, pursuant to any distribution or dividend reinvestment plan

of the Company or such Obligor) to the extent payable in additional shares of the stock, units or

interests or the Company or such Obligor;

(b)

dividends and distributions in either case in cash or other property (excluding for

this purpose the Company’s common stock) in or with respect to any taxable year (or any calendar

year, as relevant) of the Company in amounts not to exceed 110% of the higher of (x) the net

investment income of the Company for the applicable year determined in accordance with GAAP

and as specified in the annual financial statements most recently delivered pursuant to Section

7.1(a) and (y) the amount that is estimated in good faith to allow the Company (i) to satisfy the

minimum distribution requirements imposed by Section 852(a) of the Code (or any successor

thereto) to maintain the Company’s eligibility to be taxed as a RIC for any such taxable year, (ii)

to reduce to zero (0) for any such taxable year its liability for federal income taxes imposed on (A)

its investment company taxable income pursuant to Section 852(b)(1) of the Code (or any

successor thereto), and (B) its net capital gain pursuant to Section 852(b)(3) of the Code (or any

successor thereto), and (iii) to avoid federal excise taxes for such taxable year (or for the previous

taxable year) imposed by Section 4982 of the Code (or any successor thereto);

(c)

any settlement in respect of a conversion feature in any convertible security that

may be issued by the Company to the extent made through the delivery of common stock (except

in the case of interest (which may be payable in cash));

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(d)  Restricted Payments to the Company or any Subsidiary or, other than the Company,

to each other owner of Equity Interests of such Subsidiary based on their relative ownership

interests;

(e)

Restricted Payments to pay general administrative costs and expenses (including

corporate overhead, legal or similar expenses and salary, bonus and other benefits payable to

directors, officers, employees, members of management, managers and/or consultants of any

Obligor or any of its subsidiaries) and franchise fees and franchise taxes and similar fees, taxes

and expenses required to enable the recipient of such Restricted Payment to maintain its

organizational existence or qualification to do business, in each case, which are reasonable and

customary and incurred in the ordinary course of business, plus any reasonable and customary

indemnification claims made by directors, officers, members of management, managers,

employees or consultants of any such recipient, in each case, to the extent attributable to the

ownership or operations of the Company and its subsidiaries;

(f)

Restricted Payments to finance or acquire any Investment permitted hereunder;

(g)

current or

Restricted Payments to pay salary, bonus, severance and other benefits payable to

former directors, officers, members of management, managers, employees or

consultants of any Obligor or any of its subsidiaries;

(h)

Restricted Payments for the repurchase, redemption, retirement or other acquisition

or retirement for value of Equity Interests of the Company or any subsidiary held by any future,

present or former employee, director, member of management, officer, manager or consultant (or

any Affiliate thereof) of the Company or any subsidiary;

(i)

Restricted Payments (i) to enable the recipient of such Restricted Payment to make

cash payments in lieu of the issuance of fractional shares in connection with the exercise of

warrants, options or other securities convertible into or exchangeable for Equity Interests of such

recipient and (ii) consisting of (A) payments made or expected to be made in respect of withholding

or similar taxes payable by any future, present or former officers, directors, employees, members

of management, managers or consultants of the Company or any of its subsidiaries and/or (B)

repurchases of stock, units or interests in consideration of the payments described in sub-clause

(A) above, including demand repurchases in connection with the exercise of stock options;

(j)

Restricted Payments for the repurchase of Equity Interests upon the exercise of

warrants, options or other securities convertible into or exchangeable for Equity Interests if such

Equity Interests represents all or a portion of the exercise price of, or tax withholdings with respect

to, such warrants, options or other securities convertible into or exchangeable for Equity Interests

as part of a “cashless” exercise;

(k)

to the extent constituting a Restricted Payment, any other transaction permitted

under Section 10;

(l)

any dividend or consummation of any redemption within 60 days after the date of

the declaration thereof or the provision of a redemption notice with respect thereto, as the case

may be, if at the date of such declaration or notice, the dividend or redemption notice would have

complied with the provisions hereof;

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(m)

Restricted Payments solely in the form of Qualified Equity Interests;

(n)

any Restricted Payments, so long as (i) as of the date of such Restricted Payment,

no Event of Default has occurred and is continuing and (ii) after giving pro forma effect to such

Restricted Payment, the Company is in compliance with Section 10.8; and

(o)

any other Restricted Payments permitted by the Bank Credit Agreement.

In calculating the amount of Restricted Payments made by the Company during any period

referred to in paragraph (b) above, any Restricted Payments made by Designated Subsidiaries or

any other Excluded Asset that is a Subsidiary during such period (other than any such Restricted

Payments that are made directly or indirectly to Obligors) shall be treated as Restricted Payments

made by the Company during such period.

Nothing herein shall be deemed to prohibit the payment of Restricted Payments by any

Subsidiary Guarantor of the Company to the Company or to any other Subsidiary Guarantor.

For the avoidance of doubt, the Company shall not declare any dividend to the extent such

declaration violates the provisions of the Investment Company Act applicable to it and the

determination of the amounts referred to in paragraph (b) above shall be made separately for the

taxable year and the calendar year and the limitation on dividends or distributions imposed by such

paragraphs shall apply separately to the amounts so determined.

Section 10.7. Investments. The Company will not, nor will it permit any other Obligor

to, acquire, make or enter into, or hold, any Investments except:

(a)

investments in Cash and Cash Equivalents;

(b)

operating deposit accounts and securities accounts with banks;

(c)

Investments by the Company and the Subsidiary Guarantors in the Company and

the Subsidiary Guarantors;

(d)

Hedging Agreements entered into in the ordinary course of any Obligor’s business

for financial planning and not for speculative purposes;

(e)

Investments (including, without limitation, Portfolio Investments) by the Company

and its Subsidiaries (including investments in Excluded Assets) to the extent such Investments are

permitted under the Investment Company Act and the Company’s Investment Policies;

(f)

Investments in (or capital contributions to) Excluded Assets to the extent permitted

by Section 10.2;

(g)

Investments described on Schedule 10.7 hereto and any modification, replacement,

renewal or extension of any such Investment so long as no such modification, renewal or extension

thereof increases the amount of such Investment except by the terms thereof or as otherwise

permitted by this Section 10.7;

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(h)

Investments in Immaterial Subsidiaries;

(i)

Investments constituting Credit Default Swaps and total return swaps entered into

in the ordinary course of any Obligor’s business for financial planning and not for speculative

purposes;

(j)

(ii) made in

Investments (i) constituting deposits, prepayments and/or other credits to suppliers,

connection with obtaining, maintaining or renewing client and customer contracts

and/or (iii) in the form of advances made to distributors, suppliers, licensors and licensees, in each

case, in the ordinary course of business or, in the case of clause (iii), to the extent necessary to

maintain the ordinary course of supplies to the Company or any of its subsidiaries;

(k)

(i) Acquisitions permitted by this Agreement and (ii) Investments in subsidiaries of

the Company that are not Subsidiaries in amounts required to permit such subsidiaries to

consummate such acquisitions;

(l)

Investments received in lieu of cash in connection with any disposition of assets;

(m)

Investments consisting of extensions of credit in the nature of accounts receivable

or notes receivable arising from the grant of trade credit in the ordinary course of business;

(n)

Investments in the ordinary course of business consisting of endorsements for

collection or deposit;

(o)

Investments (including debt obligations and Equity Interests) received (i) in

connection with the bankruptcy or reorganization of any Person, (ii) in settlement of delinquent

obligations of, or other disputes, (iii) upon foreclosure with respect to any secured Investment or

other transfer of title with respect to any secured Investment and/or (iv) as a result of the settlement,

compromise, resolution of litigation, arbitration or other disputes;

(p)

Investments to the extent that payment therefor is made solely with Equity Interests

of the Company or Equity Interests (other than Disqualified Equity Interests) of any of its

subsidiaries;

(q)

(i) Investments acquired after the date of this Agreement, or of any Person acquired

by, or merged into or consolidated or amalgamated with, the Company or any of its subsidiaries

after the date of this Agreement, in each case as part of an Investment otherwise permitted by this

Section 10.7 to the extent that such Investments were not made in contemplation of or in

connection with such acquisition, merger, amalgamation or consolidation and were in existence

on the date of the relevant acquisition, merger, amalgamation or consolidation and (ii) any

modification, replacement, renewal or extension of any Investment permitted under clause (i) so

long as no such modification, replacement, renewal or extension thereof increases the amount of

such Investment except as otherwise permitted by this Section 10.7;

(r)

(i) Guarantees of leases (other than Capital Lease Obligations) or of other

obligations not constituting Indebtedness and (ii) Guarantees of obligations of the Company and/or

its subsidiaries or any Portfolio Investments;

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(s)

Investments in subsidiaries and joint ventures;

(t)

unfunded pension fund and other employee benefit plan obligations and liabilities

to the extent that they are permitted to remain unfunded under applicable law;

(u)

Investments in the Company, any subsidiary and/or any joint venture in connection

with intercompany cash management arrangements and related activities in the ordinary course of

business;

(v)

Section 10;

to the extent constituting an Investment, any other transaction permitted under

(w)

loans and advances of payroll payments or other compensation to present or former

employees, directors, members of management, officers, managers or consultants of the Company

or any of its subsidiaries;

(x)

loans or advances to present or former employees, directors, members of

management, officers, managers or consultants or independent contractors of the Company or any

of its subsidiaries and/or any joint venture;

(y)

additional Investments up to but not exceeding $100,000,000 in the aggregate at

any time outstanding;

(z)

any Investment, so long as, as of the date of such Investment, no Event of Default

has occurred and is continuing; and

(aa)

any other Investments, including, without limitation, derivatives and other hedging

obligations, permitted by the Bank Credit Agreement.

For purposes of clause (e) of this Section 10.7, the aggregate amount of an Investment at

any time shall be deemed to be equal to (A) the aggregate amount of cash, together with the

aggregate fair market value of property, loaned, advanced, contributed, transferred or otherwise

invested that gives rise to such Investment (calculated at the time such Investment is made) minus

(B) the aggregate amount of dividends, distributions or other payments received in cash in respect

of such Investment, provided that in no event shall the aggregate amount of such Investment be

deemed to be less than zero (0); the amount of an Investment shall not in any event be reduced by

reason of any write-off of such Investment nor increased by any increase in the amount of earnings

retained in such Investment or as a result of any other matter (other than any cash or assets

contributed by or invested in such Investment).

Section 10.8. Certain Financial Covenants.

(a)

Asset Coverage Ratio. The Company will not permit the Asset Coverage Ratio to

be less than 150% at any time.

(b)

Minimum Consolidated Net Worth. The Company will not permit Consolidated

Net Worth as at the last Business Day of any fiscal quarter of the Company to be less than the sum

of (i) $440,000,000 plus (ii) 25% of the aggregate net cash proceeds of all sales of Equity Interests

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of the Company and its subsidiaries after the Effective Date (other than the proceeds of any

dividend or distribution reinvestment plan) minus (iii) the amount paid or distributed by the

Company to purchase its shares of common stock in connection with ordinary course periodic

share repurchase programs minus (iv) the aggregate amount of Equity Interests redeemed by the

Company after the Effective Date.

(c)

Cure Right.If, within thirty (30) calendar days after delivery of an Officer’s

Certificate delivered pursuant to Section 7.2(a), which certificate demonstrates (i) a Financial

Covenant Default and (ii) an Asset Coverage Ratio not less than 1.35:1.00, the Company may

present the Required Holders with a reasonably feasible plan for the Company to offer or sell

Equity Interests or raise Indebtedness of the Company or any of its subsidiaries (the “Cure

Right”), the proceeds of which shall be deemed received immediately prior to such default and

used immediately prior to such default as specified in such plan to enable such Financial Covenant

Default to be cured within one hundred twenty (120) calendar days after the end of the applicable

quarter or fiscal year to which such Officer’s Certificate relates, then, once such plan is submitted,

the Company shall be deemed to have complied with the relevant covenant under Section 10.8 that

gave rise to such Financial Covenant Default as of the relevant date of determination and each

subsequent fiscal quarter within such one hundred twenty (120) day period with the same effect as

though there had been no failure to comply therewith at such date, and the applicable Financial

Covenant Default that had occurred shall be deemed cured for each subsequent fiscal quarter for

the purposes of this Agreement; provided, that if the transaction specified in such plan is not

consummated within such 120-day period, it shall constitute an immediate Event of Default.

Notwithstanding anything herein to the contrary, (i) no more than two (2) Cure Rights may be

exercised during the term of this Agreement, and (ii) the Cure Right shall not be exercised in any

two (2) consecutive fiscal quarters.

The holders of the Notes agree that from and after their receipt of notice from the Company

of its intent to exercise the Cure Right in respect of any Financial Covenant Default in accordance

with this Section 10.8(c), no holder of the Notes shall accelerate its Notes or exercise any of its

rights or remedies pursuant to Section 12 solely on the basis of the occurrence and continuance of

such Financial Covenant Default during the period from the date of delivery of such notice and

until the date that is one hundred twenty (120) calendar days after the end of the applicable quarter

or fiscal year to which such Officer’s Certificate relates.

Section 11.

Events of Default.

An “Event of Default” shall exist if any of the following conditions or events shall occur

and be continuing:

(a)

the Company defaults in the payment of any principal, Make-Whole Amount or

Prepayment Settlement Amount, if any, on any Note when the same becomes due and payable,

whether at maturity or at a date fixed for prepayment or by declaration or otherwise; or

(b)

the Company defaults in the payment of any interest on any Note for more than five

Business Days after the same becomes due and payable; or

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(c)

subject to Section 10.8(c), the Company defaults in the performance of or

compliance with any term contained in Section 10.8(a), Section 10.8(b); or

(d)

the Company or any Subsidiary Guarantor defaults in the performance of or

compliance with any term contained herein (other than those referred to in Sections 11(a), (b) and

(c)), or in any Subsidiary Guaranty and such default is not remedied within 30 days after the earlier

of (i) a Responsible Officer obtaining actual knowledge of such default and (ii) the Company has

received written notice of such default from any holder of a Note (any such written notice to be

identified as a “notice of default” and to refer specifically to this Section 11(d)); or

(e)

(i) any representation or warranty made in writing by or on behalf of the Company

or by any officer of the Company in this Agreement or in any writing furnished in connection with

the transactions contemplated hereby proves to have been false or incorrect in any material respect

on the date as of which made, or (ii) any representation or warranty made in writing by or on behalf

of any Subsidiary Guarantor or by any officer of such Subsidiary Guarantor in any Subsidiary

Guaranty or in any writing furnished in connection with such Subsidiary Guaranty proves to have

been false or incorrect in any material respect on the date as of which made and such failure, if

capable of cure, shall continue unremedied for a period of ten (10) Business Days after the earlier

of (i) a Responsible Officer obtaining actual knowledge of such default and (ii) the Company

receiving written notice of such default from any holder of a Note (any such written notice to be

identified as a “notice of default” and to refer specifically to this Section 11(e)); after the earlier

of (i) a Responsible Officer obtaining actual knowledge of such default and (ii) the Company

receiving written notice of such default from any holder of a Note (any such written notice to be

identified as a “notice of default” and to refer specifically to this Section 11(e)), the Company may

cure any Default or Event of Default arising solely from the delivery of any certificate or report

with an inaccuracy, by delivering within three (3) Business Days of knowledge by the Company

thereof a corrected certificate or report so long as (i) any sale, disposition or other action of the

Company or any Subsidiary that was taken in reliance on such certificate or report containing such

inaccuracy would have also been permitted hereunder if such sale, disposition or other action had

been taken in reliance on the corrected certificate or report and (ii) the Company did not have

knowledge of such inaccuracy at the time such certificate or report that included such inaccuracy

was delivered; or

(f)

(i) the Company or any Subsidiary Guarantor is in default (as principal or as

guarantor or other surety) in the payment of any principal of or premium or make-whole amount

or interest on any Indebtedness for borrowed money that is outstanding in an aggregate amount of

at least $25,000,000 (or its equivalent in the relevant currency of payment) when due and payable

thereto, or (ii) the Company or any Subsidiary Guarantor is in default in the performance of or

compliance with any financial or negative covenant (other than (1) any default set forth in clause

(i) above, or (2) any default that is immaterial to the operations or performance of the Company or

such Subsidiary Guarantor and that is not reasonably likely to have a material impact on the

operations or performance of the Company or such Subsidiary Guarantor) of any evidence of any

Indebtedness for borrowed money in an aggregate outstanding amount of at least $25,000,000 (or

its equivalent in the relevant currency of payment) or of any mortgage, indenture or other

agreement relating thereto, and, in each case, as a consequence of such default such Indebtedness

has become, or has been declared, due and payable before its stated maturity or before its regularly

scheduled dates of payment, or (iii) the Company or any Subsidiary Guarantor is in default in the

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performance of or compliance with any other term of any evidence of any Indebtedness for

borrowed money (including any indenture or mortgage) in an aggregate outstanding amount of at

least $25,000,000 (or its equivalent in the relevant currency of payment) or any other condition

exists, and as a consequence of such default or condition such Indebtedness has become, or has

been declared, due and payable before its stated maturity or before its regularly scheduled dates of

payment, or (iv) as a consequence of the occurrence or continuation of any event or condition

(other than the passage of time or the right of the holder of such Indebtedness to convert such

Indebtedness into equity interests), the Company or any Subsidiary Guarantor has become

obligated to purchase or repay Indebtedness for borrowed money before its regular maturity or

before its regularly scheduled dates of payment in an aggregate outstanding amount of at least

$25,000,000 (or its equivalent in the relevant currency of payment); provided that this clause (f)

shall not apply to (1) secured Indebtedness that becomes due as a result of the voluntary sale or

transfer of the property or assets securing such Indebtedness, the net cash proceeds of which are

used to repay such Indebtedness within thirty (30) days after such sale or transfer; or (2) convertible

debt that becomes due as a result of a conversion or redemption event, other than as a result of an

“event of default” (as defined in the documents governing such convertible debt); or (3) any

Indebtedness for which such default is cured, is not in existence or is no longer continuing, or the

holders thereof have agreed to waive such underlying default in the manner set forth in the

documentation evidencing such Indebtedness; provided, however, that if any fee or other

consideration shall be given to the holders of such Indebtedness specifically for such waiver

described in this subclause (3), the equivalent of such fee or other consideration (determined in the

case of a fee as an equivalent proportion of outstanding commitments or principal amount as

applicable) shall be given, pro rata, to the holders of the Notes; or

(g)

the Company or any Significant Subsidiary (i) is generally not paying, or admits in

writing its inability to pay, its debts as they become due, (ii) files, or consents by answer or

otherwise to the filing against it of a petition for relief or reorganization or arrangement or any

other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy, insolvency,

reorganization, moratorium or other similar law of any jurisdiction, (iii) makes an assignment for

the benefit of its creditors, (iv) consents to the appointment of a custodian, receiver, trustee or other

officer with similar powers with respect to it or with respect to any substantial part of its property,

(v) is adjudicated as insolvent or to be liquidated, or (vi) takes corporate action for the purpose of

any of the foregoing; or

(h)

a court or other Governmental Authority of competent jurisdiction enters an order

appointing, without consent by the Company or any of its Significant Subsidiaries, a custodian,

receiver, trustee or other officer with similar powers with respect to it or with respect to any

substantial part of its property, or constituting an order for relief or approving a petition for relief

or reorganization or any other petition in bankruptcy or for liquidation or to take advantage of any

bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or

liquidation of the Company or any of its Significant Subsidiaries, or any such petition shall be filed

against the Company or any of its Significant Subsidiaries and such petition shall not be dismissed

within 60 days; or

(i)

any event occurs with respect to the Company or any Significant Subsidiary which

under the laws of any jurisdiction is analogous to any of the events described in Section 11(g) or

Section 11(h), provided that the applicable grace period, if any, which shall apply shall be the one

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applicable to the relevant proceeding which most closely corresponds to the proceeding described

in Section 11(g) or Section 11(h); or

(j)

one or more final judgments or orders for the payment of money aggregating in

excess of $50,000,000 (or its equivalent in the relevant currency of payment) (to the extent not

covered by independent third-party insurance or by an enforceable indemnity) are rendered against

one or more of the Company and its Significant Subsidiaries and which judgments are not, within

60 days after entry thereof, bonded, discharged or stayed pending appeal, or are not discharged

within 60 days after the expiration of such stay; or

(k)

if (i) any Pension Plan shall fail to satisfy the minimum funding standards of section

303 of ERISA or section 430 of the Code for any plan year or part thereof or a waiver of such

standards or extension of any amortization period is sought or granted under section 412 of the

Code, (ii) a notice of intent to terminate any Pension Plan shall have been or is reasonably expected

to be filed with the PBGC or the PBGC shall have instituted proceedings under ERISA section

4042 to terminate or appoint a trustee to administer any Pension Plan or the PBGC shall have

notified the Company or any ERISA Affiliate that a Pension Plan may become a subject of any

such proceedings, (iii) there is any “amount of unfunded benefit liabilities” (within the meaning

of section 4001(a)(18) of ERISA) under one or more Pension Plans, determined in accordance

with Title IV of ERISA, (iv) the aggregate present value of accrued benefit liabilities under all

funded Non-U.S. Plans exceeds the aggregate current value of the assets of such Non-U.S. Plans

allocable to such liabilities, (v) the Company or any ERISA Affiliate shall have incurred or is

reasonably expected to incur any liability pursuant to Title I or IV of ERISA or the penalty or

excise tax provisions of the Code relating to employee benefit plans, (vi) the Company or any

ERISA Affiliate withdraws from any Multiemployer Plan, (vii) the Company or any Subsidiary

establishes or amends any employee welfare benefit plan that provides post-employment welfare

benefits in a manner that would increase the liability of the Company or any Subsidiary thereunder,

(viii) the Company or any Subsidiary fails to administer or maintain a Non-U.S. Plan in compliance

with the requirements of any and all applicable laws, statutes, rules, regulations or court orders or

any Non-U.S. Plan is involuntarily terminated or wound up, or (ix) the Company or any Subsidiary

becomes subject to the imposition of a financial penalty (which for this purpose shall mean any

tax, penalty or other liability, whether by way of indemnity or otherwise) with respect to one or

more Non-U.S. Plans; and any such event or events described in clauses (i) through (ix) above,

either individually or together with any other such event or events, would reasonably be expected

to have a Material Adverse Effect. As used in this Section 11(k), the terms “employee benefit

plan” and “employee welfare benefit plan” shall have the respective meanings assigned to such

terms in section 3 of ERISA; or

(l)

(i) any Subsidiary Guaranty shall cease to be in full force and effect in any material

respect, (ii) any Subsidiary Guarantor or any Person acting on behalf of any Subsidiary Guarantor

shall contest in any manner the validity, binding nature or enforceability of any Subsidiary

Guaranty, or (iii) the obligations of any Subsidiary Guarantor under any Subsidiary Guaranty are

not or cease to be legal, valid, binding and enforceable in accordance with the terms of such

Subsidiary Guaranty, except in the cases of clauses (i) and (ii) above pursuant to a transaction

permitted hereunder; or

(m)the Company shall cease to be managed by the Investment Advisor.

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Section 12.

Remedies on Default, Etc.

Section 12.1. Acceleration.

(a) If an Event of Default with respect to the Company described in Section 11(g), (h) or

(i) (other than an Event of Default described in clause (i) of Section 11(g) or described in

clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause (i) of

Section 11(g)) has occurred, all the Notes then outstanding shall automatically become

immediately due and payable.

(b)

If any other Event of Default has occurred and is continuing, the Required Holders

may at any time at their option, by notice or notices to the Company, declare all the Notes then

outstanding to be immediately due and payable.

(c)

If any Event of Default described in Section 11(a) or (b) has occurred and is

continuing, any holder or holders of Notes at the time outstanding affected by such Event of

Default may at any time, at its or their option, by notice or notices to the Company, declare all the

Notes held by it or them to be immediately due and payable.

Upon any Notes becoming due and payable under this Section 12.1, whether automatically

or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such

Notes, plus (x) all accrued and unpaid interest thereon (including interest accrued thereon at the

Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount,

shall all be immediately due and payable, in each and every case without presentment, demand,

protest or further notice, all of which are hereby waived. The Company acknowledges, and the

parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes

free from repayment by the Company (except as herein specifically provided for) and that the

provision for payment of a Make-Whole Amount by the Company in the event that the Notes are

prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation

for the deprivation of such right under such circumstances.

Section 12.2. Holder Action. Each Purchaser and each holder of a Note agrees that it

shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy

against the Company or any Subsidiary Guarantor or any other obligor under this Agreement or

any of the Notes (including the exercise of any right of setoff, rights on account of any banker’s

lien or similar claim or other rights of self-help), or institute any actions or proceedings, or

otherwise commence any remedial procedures, with respect to any property of any Obligor, except

as provided in Section 12.1(c), without the prior written consent of the Required Holders. The

provisions of this Section 12.2 are for the sole benefit of the holders of the Notes and shall not

afford any right to, or constitute a defense available to, the Obligors.

Section 12.3. Rescission. At any time after any Notes have been declared due and

payable pursuant to Section 12.1(b) or (c), the Required Holders, by written notice to the Company,

may rescind and annul any such declaration and its consequences if (a) the Company has paid all

overdue interest on the Notes, all principal of and Make-Whole Amount, if any, on any Notes that

are due and payable and are unpaid other than by reason of such declaration, and all interest on

such overdue principal and Make-Whole Amount, if any, and (to the extent permitted by applicable

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law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor

any other Person shall have paid any amounts which have become due solely by reason of such

declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have

become due solely by reason of such declaration, have been cured or have been waived pursuant

to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due

pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend

to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Section 12.4. No Waivers or Election of Remedies, Expenses, Etc. No course of

dealing and no delay on the part of any holder of any Note in exercising any right, power or remedy

shall operate as a waiver thereof or otherwise prejudice such holder’s rights, powers or remedies.

Without limiting the obligations of the Company under Section 15, the Company will pay on

demand such further amount as shall be sufficient to cover all reasonable and documented out-of-

pocket costs and expenses of up to one firm of outside counsel for all of the holders of the Notes

collectively incurred in any enforcement or collection under this Section 12.

Section 13.

Registration; Exchange; Substitution of Notes.

Section 13.1. Registration of Notes. The Notes shall be issued in registered form within

the meaning of Section 163(f) of the Code and the Treasury regulations promulgated thereunder

and Treasury Regulation Section 5f.103-1. The Company shall keep at its principal executive

office a register for the registration and registration of transfers of Notes. The name and address

of each holder of one or more Notes, each transfer thereof, the name and address of each transferee

of one or more Notes, and principal amounts (and stated interest) of the Notes owing to, each

holder shall be registered in such register. If any holder of one or more Notes is a nominee, then

(a) the name and address of the beneficial owner of such Note or Notes shall also be registered in

such register as an owner and holder thereof and (b) at any such beneficial owner’s option, either

such beneficial owner or its nominee may execute any amendment, waiver or consent pursuant to

this Agreement. Prior to due presentment for registration of transfer, the Person in whose name

any Note shall be registered shall be deemed and treated as the owner and holder thereof for all

purposes hereof, and the Company shall not be affected by any notice or knowledge to the contrary.

The Company shall give to any holder of a Note that is an Institutional Investor promptly upon

request therefor, a complete and correct copy of the names and addresses of all registered holders

of Notes.

Section 13.2. Transfer and Exchange of Notes.

(a)  Subject to clause (b) below, any registered holder of a Note or a Purchaser (an

“Assigning Party”) may assign to one or more assignees (other than a Competitor) (an

“Assignee”) all or a portion of its rights and obligations under its Note and/or under this

Agreement.

(b)

Any such assignment or transfer shall be subject to the following conditions: (i) the

Assigning Party shall deliver to the Company a written instrument of transfer duly executed by the

Assigning Party or such Assigning Party’s attorney duly authorized in writing and accompanied

by the relevant name, address and other information for notices of each transferee of such Note or

part thereof; (ii) if no Default or Event of Default has occurred and is continuing, the Company

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has consented to such assignment (which consent shall not be unreasonably withheld); (iii) the

Assignee shall have made the representations set forth in Section 6 to the Company; (iv) an

exemption from registration of the Notes under the Securities Act is available; and (v) if requested

by the Company, the Assigning Party shall have delivered to the Company reasonable assurance

that such assignment or transfer is being made in compliance with the Securities Act and applicable

state securities laws, in each case at the sole expense of the Assigning Party.

(c)

any Note to

Upon satisfaction of the conditions set forth in clause (b) above and surrender of

the Company at the address and to the attention of the designated officer (all as

specified in Section 18(iii)), for registration of transfer or exchange (and in the case of a surrender

for registration of transfer accompanied by a written instrument of transfer duly executed by the

registered holder of such Note or such holder’s attorney duly authorized in writing and

accompanied by the relevant name, address and other information for notices of each transferee of

such Note or part thereof), within 10 Business Days thereafter, the Company shall execute and

deliver, at the Company’s expense (except as provided below), one or more new Notes of the same

Series (and of the same tranche if such Series has separate tranches) (as requested by the holder

thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal

amount of the surrendered Note. Each such new Note shall be payable to such Person as such

holder may request and shall be substantially in the form of Schedule 1. Each such new Note shall

be dated and bear interest from the date to which interest shall have been paid on the surrendered

Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The

Company may require payment of a sum sufficient to cover any stamp tax or governmental charge

imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations

of less than $100,000, provided that if necessary to enable the registration of transfer by a holder

of its entire holding of Notes of a tranche, one Note of such tranche may be in a denomination of

less than $100,000. Any transferee, by its acceptance of a Note registered in its name (or the name

of its nominee), shall be deemed to have made the representations set forth in Section 6.

Section 13.3. Replacement of Notes. Upon receipt by the Company at the address and

to the attention of the designated officer (all as specified in Section 18(iii)) of evidence reasonably

satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note

(which evidence shall be, in the case of an Institutional Investor, notice from such Institutional

Investor of such ownership and such loss, theft, destruction or mutilation in the form of a lost note

affidavit), and:

(a)

in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it

(provided that if the holder of such Note is, or is a nominee for, an original Purchaser or another

holder of a Note with a minimum net worth of at least $50,000,000 or a Qualified Institutional

Buyer, such Person’s own unsecured agreement of indemnity shall be deemed to be satisfactory),

or

(b)

in the case of mutilation, upon surrender and cancellation thereof,

within 10 Business Days thereafter, the Company at its own expense shall execute and deliver, in

lieu thereof, a new Note of the same Series (and of the same tranche if such Series has separate

tranches), dated and bearing interest from the date to which interest shall have been paid on such

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lost, stolen, destroyed or mutilated Note or dated the date of such lost, stolen, destroyed or

mutilated Note if no interest shall have been paid thereon.

Section 14.

Payments on Notes.

Section 14.1. Place of Payment.

Subject to Section 14.2, payments of principal,

Prepayment Settlement Amount, if any, or Make-Whole Amount, if any, and interest becoming

due and payable on the Notes shall be made in Houston, Texas at the principal office of the

Company in such jurisdiction. The Company (or its agent or sub-agent) may at any time, by notice

to each holder of a Note, change the place of payment of the Notes so long as such place of payment

shall be either the principal office of the Company, the principal office of the Company’s agent or

sub-agent in such jurisdiction or the principal office of a bank or trust company in such jurisdiction.

Section 14.2. Payment by Wire Transfer. So long as any Purchaser or its nominee shall

be the holder of any Note, and notwithstanding anything contained in Section 14.1 or in such Note

to the contrary, the Company (or its agent or sub-agent) will pay all sums becoming due on such

Note for principal, Prepayment Settlement Amount, if any, interest and all other amounts

becoming due hereunder by the method and at the address specified for such purpose below such

Purchaser’s name in the Purchaser Schedule or by such other method or at such other address as

such Purchaser shall have from time to time specified to the Company in writing for such purpose,

without the presentation or surrender of such Note or the making of any notation thereon, except

that upon written request of the Company made concurrently with or reasonably promptly after

payment or prepayment in full of any Note, such Purchaser shall surrender such Note for

cancellation, reasonably promptly after any such request, to the Company at its principal executive

office or at the place of payment most recently designated by the Company pursuant to Section

14.1. Prior to any sale or other disposition of any Note held by a Purchaser or its nominee, such

Person will, at its election, either endorse thereon the amount of principal paid thereon and the last

date to which interest has been paid thereon or surrender such Note to the Company in exchange

for a new Note or Notes of the same tranche pursuant to Section 13.2. The Company will afford

the benefits of this Section 14.2 to any Institutional Investor that is the direct or indirect transferee

of any Note purchased by a Purchaser under this Agreement and that has made the same agreement

relating to such Note as the Purchasers have made in this Section 14.2.

Section 14.3. Certain Tax Matters.

(a)

Any and all payments by or on account of any obligation of the Company or any

other Obligor under the Notes or this Agreement shall be made without deduction or withholding

for any taxes, levies, imposts, duties, deductions, withholdings or assessments, fees or other

charges imposed by any Governmental Authority, including any interest, additions to tax or

penalties applicable thereto (“Taxes”), except as required by applicable law. If the Company or

any other Obligor is required by applicable law to withhold or deduct any Taxes from any such

payment, then the Company or the other Obligor shall withhold or deduct such Taxes, the

Company or the other Obligor shall timely pay the full amount withheld or deducted to the relevant

Governmental Authority in accordance with applicable law, and the sum payable by the Company

or the other Obligor shall be increased as necessary so that after deduction or withholding has been

made for any such Tax (including such deductions or withholdings applicable to additional sums

payable under this Section 14.3(a)), the applicable recipient receives an amount equal to the sum

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it would have received had no such deduction or withholding been made. The Company and any

other Obligor shall indemnify the Purchaser, any Affiliate of the Purchaser, or assignee (under an

assignment or made in accordance with Section 13.2) (each a “Recipient”), within 10 days after

demand therefor, for the full amount of any such Taxes nevertheless payable or paid by such

Recipient or required to be withheld or deducted from a payment to such Recipient and any

reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were

correctly or legally imposed or asserted by the relevant Governmental Authority. Notwithstanding

the foregoing, the increase of the sum payable and indemnification described in the immediately

preceding sentence shall not be required with respect to payments by or on account of any

obligation of the Company or any other Obligor under the Notes or this Agreement to any

Recipient for (a) Taxes imposed on or measured by net income (however denominated), franchise

Taxes, and branch profits Taxes, in each case, (i) imposed as a result of a Recipient being organized

under the laws of, or having its principal office in, the jurisdiction imposing such Tax (or any

political subdivision thereof) or (ii) that are Taxes imposed as a result of a result or former

connection between the Recipient and the jurisdiction imposing such Tax (other than connections

arising from the Recipient having executed, delivered, become a party to, performed its obligations

under, received payments under, received or perfected a security interest under, engaged in any

other transaction pursuant to or enforced any Note, or sold or assigned an interest in any Note); (b)

any U.S. federal withholding Taxes imposed under FATCA; (c) any Taxes attributable to such

Recipient’s failure to provide the Company upon prior reasonable request, in advance of the

obligation to make the relevant payment, the documentation described in Section 14.3(b); or (d)

any U.S. federal withholding Taxes imposed on amounts payable to or for the account of any

holder with respect to an applicable interest in a Note pursuant to a law in effect on the date on

which such holder acquires such interest in such Note.

(b)

Any holder that is entitled to an exemption from or reduction of withholding Tax

with respect to payments made under any Note shall deliver to the Company, at the time or times

reasonably requested by the Company, such properly completed and executed documentation

reasonably requested by the Company as will permit such payments to be made without

withholding or at a reduced rate of withholding. In addition, any holder, if reasonably requested

by the Company, shall deliver such other documentation prescribed by applicable law or

reasonably requested by the Company as will enable the Company to determine whether or not

such holder is subject to backup withholding or information reporting requirements (including

FATCA). Without limiting the generality of the foregoing, any holder that is a United States

Person shall deliver to the Company on or before the date on which such holder obtains a Note

(and from time to time thereafter upon the reasonable request of the Company), executed copies

of IRS Form W-9 certifying that such holder is exempt from U.S. federal backup withholding tax.

Any holder that is a not United States Person shall deliver to the Company on or before the date

on which such holder obtains a Note (and from time to time thereafter upon the reasonable request

of the Company), executed copies of the applicable IRS Form W-8 and any documentation

prescribed by applicable law as a basis for claiming exemption (if any) from or a reduction (if any)

in U.S. federal withholding Tax, duly completed, together with such supplementary

documentation as may be prescribed by applicable law to permit the Company to determine the

withholding or deduction required to be made. If a payment made to a holder under any Note

would be subject to U.S. federal withholding Tax imposed by FATCA if such holder were to fail

to comply with the applicable reporting requirements of FATCA (including those contained in

Section 1471(b) or 1472(b) of the Code, as applicable), such holder shall deliver to the Company

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at the time or times prescribed by law and at such time or times reasonably requested by the

Company such documentation prescribed by applicable law (including as prescribed by Section

1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the

Company as may be necessary for the Company to comply with its obligations under FATCA and

to determine that such holder has complied with such holder’s obligations under FATCA or to

determine the amount, if any, to deduct and withhold from such payment. For purposes of this

Section 14.3, “FATCA” shall include any amendments made to FATCA after the date of this

Agreement.

Section 15.

Expenses, Etc.

Section 15.1. Transaction Expenses. Whether or not the transactions contemplated

hereby are consummated, the Company will pay all reasonable and documented out-of-pocket

costs and expenses (including attorneys’ fees and expenses of one special counsel for, collectively,

the Purchasers and each other holder of a Note, taken as a whole, and, if reasonably required by

the Required Holders, one local counsel in each relevant jurisdiction) incurred by the Purchasers

and each other holder of a Note in connection with such transactions and in connection with any

preparation, negotiation, execution, delivery, administration (including, without limitation, all due

diligence, transportation, appraisal, audit, insurance, consultant fees and other expenses),

amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty

or the Notes (whether or not such amendment, waiver or consent becomes effective), including:

(a) the costs and expenses incurred in enforcing or defending (or determining whether or how to

enforce or defend) any rights under this Agreement, any Subsidiary Guaranty or the Notes or in

responding to any subpoena or other legal process or informal investigative demand issued in

connection with this Agreement, any Subsidiary Guaranty or the Notes, or by reason of being a

holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in

connection with the insolvency or bankruptcy of the Company or any Subsidiary Guarantor or in

connection with any work-out or restructuring of the transactions contemplated hereby and by the

Notes and any Subsidiary Guaranty and (c) the costs and expenses incurred in connection with the

initial filing of this Agreement and all related documents and financial information with the SVO

provided, that such costs and expenses under this clause (c) shall not exceed $3,500. If required

by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity

Identifier (LEI).The Company will pay, and will save each Purchaser and each other holder of a

Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and

finders (other than those, if any, retained by a Purchaser, or other holder in connection with its

purchase of the Notes), and (ii) any judgment, liability, claim, order, decree, fine, penalty, cost,

fee, expense (but limited, in the case of attorneys’ fees and expenses, to the reasonable and

documented out-of-pocket attorneys’ fees of one special counsel for, collectively, the Purchasers

and each other holder of a Note, taken as a whole) or obligation resulting from the consummation

of the transactions contemplated hereby, including the use of the proceeds of the Notes by the

Company, in each case, other than any such judgment, liability, claim, order, decree, fine, penalty,

cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation that resulted

from (x) the bad faith, gross negligence or willful misconduct or breach of this Agreement or any

Note by such Purchaser or such holder of a Note or (y) a claim between a Purchaser or holder of a

Note, on the one hand, and any other Purchaser or holder of a Note, on the other hand (other than

claims arising out of any act or omission by the Company and/or its Affiliates). Notwithstanding

anything to the contrary, the Company shall not be liable to a Purchaser or holder of a Note for

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any special, indirect, consequential or punitive damages (as opposed to direct or actual damages)

arising out of, in connection with, or as a result of the transactions contemplated hereunder or

under any Note asserted by a Purchaser or a holder of a Note against the Company or any of its

Affiliates.

Section 15.2. Certain Taxes. The Company agrees to pay all stamp, documentary or

similar taxes or fees which may be payable in respect of the execution and delivery or the

enforcement of this Agreement, or any Subsidiary Guaranty or the execution and delivery (but not

the transfer) or the enforcement of any of the Notes in the United States or any other jurisdiction

where the Company or any Subsidiary Guarantor has assets or of any amendment of, or waiver or

consent under or with respect to, this Agreement, or any Subsidiary Guaranty or of any of the

Notes, and to pay any value added tax due and payable in respect of reimbursement of costs and

expenses by the Company pursuant to this Section 15, and will save each holder of a Note to the

extent permitted by applicable law harmless against any loss or liability resulting from nonpayment

or delay in payment of any such tax or fee required to be paid by the Company hereunder.

Section 15.3. Survival. The obligations of the Company under this Section 15 will

survive the payment or transfer of any Note, the enforcement, amendment or waiver of any

provision of this Agreement, any Subsidiary Guaranty or the Notes, and the termination of this

Agreement.

Section 16.

Survival of Representations and Warranties; Entire Agreement.

All representations and warranties contained herein shall survive the execution and

delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note

or portion thereof or interest therein and the payment of any Note, and may be relied upon by any

subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of

such Purchaser or any other holder of a Note. All statements contained in any certificate or other

instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed

representations and warranties of the Company under this Agreement. Subject to the preceding

sentence, this Agreement, the Notes and any Subsidiary Guaranties embody the entire agreement

and understanding between each Purchaser and the Company and supersede all prior agreements

and understandings relating to the subject matter hereof.

Section 17.

Amendment and Waiver.

Section 17.1. Requirements.

(a)

Amendments. Except as expressly set forth herein, this Agreement and the Notes

may be amended, and the observance of any term hereof or of the Notes may be waived (either

retroactively or prospectively), only with the written consent of the Company and the Required

Holders, except that:

(1)

no amendment or waiver of any of Sections 1, 2, 3, 4, 5, 6 or 21 hereof, or

any defined term (as it is used in any such Section), will be effective as to any Purchaser

unless consented to by such Purchaser in writing;

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(2)

no amendment or waiver may, without the written consent of each

Purchaser directly and adversely affected thereby and the holder of each Note directly and

adversely affected thereby at the time outstanding, (i) subject to Section 12 relating to

acceleration or rescission, change the amount or time of any prepayment or payment of

principal of, or reduce the rate or change the time of payment or method of computation of

(x) interest on the Notes or (y) the Make-Whole Amount or Prepayment Settlement

Amount, in each case, with respect to such Series of Notes; (ii) change the percentage of

the principal amount of the Notes the holders of which are required to consent to any

amendment or waiver, or (iii) amend any of Sections 8 (except as set forth in the second

sentence of Section 8.2) and Section 11(a), 11(b), 12, 17 or 20; and

(3)

no amendment or waiver may, without the written consent of each Affiliated

Holder, affect any Affiliated Holder more adversely than any other affected Purchasers or

other holders of each Note.

Section 17.2. Solicitation of Holders of Notes.

(a)

Solicitation. The Company will provide each Purchaser and holder of a Note with

sufficient information, sufficiently far in advance of the date a decision is required, to enable such

Purchaser or such holder to make an informed and considered decision with respect to any

proposed amendment, waiver or consent in respect of any of the provisions hereof, or of the Notes

or any Subsidiary Guaranty. The Company will deliver executed or true and correct copies of each

amendment, waiver or consent effected pursuant to this Section 17 or any Subsidiary Guaranty to

each Purchaser and holder of a Note promptly following the date on which it is executed and

delivered by, or receives the consent or approval of, the requisite Purchasers or holders of Notes.

(b)

Payment. The Company will not directly or indirectly pay or cause to be paid any

remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant

any security or provide other credit support, to any Purchaser or holder of a Note as consideration

for or as an inducement to the entering into by such Purchaser or holder of any waiver or

amendment of any of the terms and provisions hereof, or of any Subsidiary Guaranty or any Note

unless such remuneration is concurrently paid, or security is concurrently granted or other credit

support concurrently provided, on the same terms, ratably to each Purchaser or holder of a Note

even if such Purchaser or holder did not consent to such waiver or amendment.

(c)

Consent in Contemplation of Transfer.

Any consent given pursuant to this

Section 17 or any Subsidiary Guaranty by a holder of a Note that has transferred or has agreed to

transfer its Note to (i) the Company, (ii) any Subsidiary or any other Affiliate or (iii) any other

Person in connection with, or in anticipation of, such other Person acquiring, making a tender offer

for or merging with the Company and/or any of its Affiliates, in each case in connection with such

consent, shall be void and of no force or effect except solely as to such holder, and any amendments

effected or waivers granted or to be effected or granted that would not have been or would not be

so effected or granted but for such consent (and the consents of all other holders of Notes that were

acquired under the same or similar conditions) shall be void and of no force or effect except solely

as to such holder.

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Section 17.3. Binding Effect, Etc. Any amendment or waiver consented to as provided

in this Section 17 or any Subsidiary Guaranty applies equally to all Purchasers or holders of Notes

and is binding upon them and upon each future Purchaser or holder of any Note and upon the

Company without regard to whether such Note has been marked to indicate such amendment or

waiver.

No such amendment or waiver will extend to or affect any obligation, covenant,

agreement, Default or Event of Default not expressly amended or waived or impair any right

consequent thereon. No course of dealing between the Company and any Purchaser or any holder

of a Note and no delay in exercising any rights hereunder or under any Note or Subsidiary Guaranty

shall operate as a waiver of any rights of any Purchaser or any holder of such Note.

Section 17.4. Notes Held by Company, Etc. Solely for the purpose of determining

whether the holders of the requisite percentage of the aggregate principal amount of Notes then

outstanding approved or consented to any amendment, waiver or consent to be given under this

Agreement, any Subsidiary Guaranty or the Notes, or have directed the taking of any action

provided herein or in any Subsidiary Guaranty or the Notes to be taken upon the direction of the

holders of a specified percentage of the aggregate principal amount of Notes then outstanding,

Notes directly or indirectly owned by the Company or any of its Affiliates shall be deemed not to

be outstanding except with relation to any amendment, waiver or consent pursuant to Section

17.1(a)(1), (2) or (3).

Section 18.

Notices.

Except to the extent otherwise provided in Section 7.4, all notices and communications

provided for hereunder shall be in writing and sent (a) by telecopy to any Person who has provided

its telecopy number in its notice instructions, if the sender on the same day sends a confirming

copy of such notice by an internationally recognized overnight delivery service (charges prepaid),

(b) by registered or certified mail with return receipt requested (postage prepaid), (c) by an

internationally recognized overnight delivery service (charges prepaid) or (d) by e-mail, provided,

that, in the case of this clause (d), upon written request of any holder to receive paper copies of

such notices or communications, the Company will promptly deliver such paper copies to such

holder. Any such notice must be sent:

(i)

if to any Purchaser or its nominee, to such Purchaser or nominee at the

address specified for such communications in the Purchaser Schedule, or at such other

address as such Purchaser or nominee shall have specified to the Company in writing,

(ii)

if to any other holder of any Note, to such holder at such address as such

other holder shall have specified to the Company in writing, or

(iii)

if to the Company, to the Company at 1300 Post Oak Boulevard, 8th Floor,

Houston, Texas, 77056, Attn: Cory Gilbert (Email: cgilbert@mainstcapital.com), or at

such other address as the Company shall have specified to the holder of each Note in

writing, in each case, with a copy (which shall not constitute notice) to: Dechert LLP, 1095

Avenue of the Americas, New York, New York 10036, Attn: Ani Ravi, Telephone: (212)

649-8732, Email: ani.ravi@dechert.com.

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Note Purchase Agreement

Notices under this Section 18 will be deemed given only when actually received. Notwithstanding

anything to the contrary contained herein, any notice to be given by the Company (other than an

Officer’s Certificate) may be delivered by an agent or sub-agent of the Company.

Section 19.

Reproduction of Documents.

This Agreement and all documents relating thereto, including (a) consents, waivers and

modifications that may hereafter be executed, (b) documents received by any Purchaser at the

applicable Closing (except the Notes themselves), and (c) financial statements, certificates and

other information previously or hereafter furnished to any Purchaser, may be reproduced by such

Purchaser by any photographic, photostatic, electronic, digital, or other similar process and such

Purchaser may destroy any original document so reproduced. The Company agrees and stipulates

that, to the extent permitted by applicable law, any such reproduction shall be admissible in

evidence as the original itself in any judicial or administrative proceeding (whether or not the

original is in existence and whether or not such reproduction was made by such Purchaser in the

regular course of business) and any enlargement, facsimile or further reproduction of such

reproduction shall likewise be admissible in evidence. This Section 19 shall not prohibit the

Company or any other holder of Notes from contesting any such reproduction to the same extent

that it could contest the original, or from introducing evidence to demonstrate the inaccuracy of

any such reproduction.

Section 20.

Confidential Information.

For the purposes of this Section 20, “Confidential Information” means information

delivered to any Purchaser by or on behalf of the Company or any Subsidiary in connection with

the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in

nature and that was clearly marked or labeled or otherwise adequately identified when received by

such Purchaser as being confidential information of the Company or such subsidiary, provided that

such term does not include information that (a) was publicly known or otherwise known to such

Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through

no act or omission by such Purchaser or any Person acting on such Purchaser’s behalf,

(c) otherwise becomes known to such Purchaser other than through disclosure by the Company or

any subsidiary or (d) constitutes financial statements delivered to such Purchaser under Section

7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such

Confidential Information in accordance with procedures adopted by such Purchaser in good faith

to protect confidential information of third parties delivered to such Purchaser, provided that such

Purchaser may deliver or disclose Confidential Information to (i) its affiliates (who are not

Competitors) and its and their respective directors, officers, employees, agents, attorneys, trustees

and partners (to the extent such disclosure reasonably relates to the administration of the

investment represented by its Notes) and such disclosure is made on a confidential basis, (ii) its

auditors, financial advisors and other professional advisors who agree to hold confidential the

Confidential Information substantially in accordance with this Section 20, (iii) any other holder of

any Note, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part

thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such

Confidential Information to be bound by this Section 20), (v) any Person from which it offers to

purchase any Security of the Company (if such Person has agreed in writing prior to its receipt of

such Confidential Information to be bound by this Section 20), (vi) any federal or state regulatory

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MSC Income Fund, Inc.

Note Purchase Agreement

authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any

similar organization, or any nationally recognized rating agency that requires access to information

about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or

disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation

or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in

connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has

occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery

and disclosure to be necessary in the enforcement or for the protection of the rights and remedies

under such Purchaser’s Notes, this Agreement or any Subsidiary Guaranty. Each holder of a Note,

by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the

benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by

the Company in connection with the delivery to any holder of a Note of information required to be

delivered to such holder under this Agreement or requested by such holder (other than a holder

that is a party to this Agreement or its nominee), such holder will enter into an agreement with the

Company embodying this Section 20.

In the event that as a condition to receiving access to information relating to the Company

or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to

this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality

undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or

otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby

and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede

any such other confidentiality undertaking.

Section 21.SUBSTITUTION OF PURCHASER.

Each Purchaser shall have the right to substitute any one of its Affiliates or another

Purchaser or any one of such other Purchaser’s Affiliates (a “Substitute Purchaser”) as the

purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the Company,

which notice shall be signed by both such Purchaser and such Substitute Purchaser, shall contain

such Substitute Purchaser’s agreement to be bound by this Agreement and shall contain a

confirmation by such Substitute Purchaser of the accuracy with respect to it of the representations

set forth in Section 6. Upon receipt of such notice, any reference to such Purchaser in this

Agreement (other than in this Section 21) shall be deemed to refer to such Substitute Purchaser in

lieu of such original Purchaser, as the case may be. In the event that such Substitute Purchaser is

so substituted as a Purchaser hereunder and such Substitute Purchaser thereafter transfers to such

original Purchaser all of the Notes then held by such Substitute Purchaser, upon receipt by the

Company of notice of such transfer, any reference to such Substitute Purchaser as a “Purchaser”

in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such

Substitute Purchaser, but shall refer to such original Purchaser, and such original Purchaser shall

again have all the rights of an original holder of the Notes under this Agreement.

Section 22.

Miscellaneous.

Section 22.1. Successors and Assigns. All covenants and other agreements contained in

this Agreement by or on behalf of any of the parties hereto bind and inure to the benefit of their

respective successors and assigns (including any subsequent holder of a Note) permitted hereby,

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Note Purchase Agreement

whether so expressed or not, except that, subject to Section 10.2, the Company may not assign or

otherwise transfer any of its rights or obligations hereunder or under the Notes without the prior

written consent of each holder. Nothing in this Agreement, expressed or implied, shall be

construed to confer upon any Person (other than the parties hereto and their respective successors

and assigns permitted hereby) any legal or equitable right, remedy or claim under or by reason of

this Agreement.

Section 22.2. Accounting Terms. (a) All accounting terms used herein which are not

expressly defined in this Agreement have the meanings respectively given to them in accordance

with GAAP. Except as otherwise specifically provided herein, (i) all computations made pursuant

to this Agreement shall be made in accordance with GAAP, and (ii) all financial statements shall

be prepared in accordance with GAAP. For purposes of determining compliance with this

Agreement (including Section 9, Section 10 and the definition of “Indebtedness”), any election by

the Company to measure any financial liability using fair value (as permitted by Financial

Accounting Standards Board Accounting Standards Codification Topic No. 825-10-25 – Fair

Value Option, International Accounting Standard 39 – Financial Instruments: Recognition and

Measurement or any similar accounting standard) shall be disregarded and such determination

shall be made as if such election had not been made.If the Company notifies the holders that the

Company requests an amendment to any provision hereof to eliminate the effect of any change

occurring after the Effective Date in GAAP or in the application thereof on the operation of such

provision (or if the Required Holders request an amendment to any provision hereof for such

purpose), regardless of whether any such notice is given before or after such change in GAAP or

in the application thereof, then the Company and the holders agree to enter into negotiations in

good faith in order to amend such provisions of this Agreement so as to equitably reflect such

change to comply with GAAP with the desired result that the criteria for evaluating the Company’s

financial condition shall be the same after such change to comply with GAAP as if such change

had not been made; provided, however, until such amendments to equitably reflect such changes

are effective and agreed to by the Company and the Required Holders (or until such notice shall

have been withdrawn), the Company’s compliance with such financial covenants shall be

determined on the basis of GAAP as in effect and applied immediately before such change in

GAAP becomes effective.

Section 22.3. Severability.

Any provision of this Agreement that is prohibited or

unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such

prohibition or unenforceability without invalidating the remaining provisions hereof, and any such

prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not

invalidate or render unenforceable such provision in any other jurisdiction.

Section 22.4. Construction, Etc. Each covenant contained herein shall be construed

(absent express provision to the contrary) as being independent of each other covenant contained

herein, so that compliance with any one covenant shall not (absent such an express contrary

provision) be deemed to excuse compliance with any other covenant. Where any provision herein

refers to action to be taken by any Person, or which such Person is prohibited from taking, such

provision shall be applicable whether such action is taken directly or indirectly by such Person.

Defined terms herein shall apply equally to the singular and plural forms of the terms defined.

Whenever the context may require, any pronoun shall include the corresponding masculine,

feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to

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MSC Income Fund, Inc.

Note Purchase Agreement

be followed by the phrase “without limitation.” The word “will” shall be construed to have the

same meaning and effect as the word “shall.” Unless the context requires otherwise (a) any

definition of or reference to any agreement, instrument or other document herein shall be construed

as referring to such agreement, instrument or other document as from time to time amended,

supplemented or otherwise modified (subject to any restrictions on such amendments, supplements

or modifications set forth herein) and, for purposes of the Notes, shall also include any such notes

issued in substitution therefor pursuant to Section 13, (b) subject to Section 22.1, any reference

herein to any Person shall be construed to include such Person’s successors and assigns, (c) the

words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer

to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein

to Sections and Schedules shall be construed to refer to Sections of, and Schedules to, this

Agreement, and (e) any reference to any law or regulation herein shall, unless otherwise specified,

refer to such law or regulation as amended, modified or supplemented from time to time.

Section 22.5. Counterparts; Electronic Contracting. This Agreement may be executed

in any number of counterparts, each of which shall be an original but all of which together shall

constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed

by less than all, but together signed by all, of the parties hereto. The parties agree to electronic

contracting and signatures with respect to this Agreement. Delivery of an electronic signature to,

or a signed copy of, this Agreement by facsimile, email or other electronic transmission shall be

fully binding on the parties to the same extent as the delivery of the signed originals and shall be

admissible into evidence for all purposes. The words “execution,” “execute”, “signed,”

“signature,” and words of like import in or related to any document to be signed in connection

with this Agreement shall be deemed to include electronic signatures, the electronic matching of

assignment terms and contract formations on electronic platforms approved by the Company, or

the keeping of records in electronic form, each of which shall be of the same legal effect, validity

or enforceability as a manually executed signature or the use of a paper-based recordkeeping

system, as the case may be, to the extent and as provided for in any applicable law, including the

Federal Electronic Signatures in Global and National Commerce Act, the New York State

Electronic Signatures and Records Act, or any other similar state laws based on the Uniform

Electronic Transactions Act.

Section 22.6. Governing Law. This Agreement shall be construed and enforced in

accordance with, and the rights of the parties shall be governed by, the law of the State of New

York excluding choice-of-law principles of the law of such State that would permit the application

of the laws of a jurisdiction other than such State.

Section 22.7. Jurisdiction and Process; Waiver of Jury Trial. (a) The Company and

each Purchaser irrevocably submits to the non-exclusive jurisdiction of any New York State or

federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or

proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted

by applicable law, the Company and each Purchaser irrevocably waives and agrees not to assert,

by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of

any such court, any objection that it may now or hereafter have to the laying of the venue of any

such suit, action or proceeding brought in any such court and any claim that any such suit, action

or proceeding brought in any such court has been brought in an inconvenient forum.

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MSC Income Fund, Inc.

Note Purchase Agreement

(b)

The Company and each Purchaser agrees, to the fullest extent permitted by

applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in

Section 22.7(a) brought in any such court shall be conclusive and binding upon it subject to rights

of appeal, as the case may be, and may be enforced in the courts of the United States of America

or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is

or may be subject) by a suit upon such judgment.

(c)

The Company and each Purchaser consents to process being served by or on behalf

of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.7(a)

by mailing a copy thereof by registered, certified, priority or express mail (or any substantially

similar form of mail), postage prepaid, return receipt or delivery confirmation requested, to it at

its address specified in Section 18 or at such other address of which such holder shall then have

been notified pursuant to said Section. The Company and each Purchaser agrees that such service

upon receipt (i) shall be deemed in every respect effective service of process upon it in any such

suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken

and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be

conclusively presumed received as evidenced by a delivery receipt furnished by the United States

Postal Service or any reputable commercial delivery service.

(d)

Nothing in this Section 22.7 shall affect the right of any holder of a Note to serve

process in any manner permitted by law, or limit any right that the holders of any of the Notes may

have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to

enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

(e)

The parties hereto hereby waive trial by jury in any action brought on or

with respect to this Agreement, the Notes or any

connection herewith or therewith.

OTHER

DOCUMENT

EXECUTED

IN

*

*

*

*

*

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NAI-5010897739v9

Main Street Capital Corporation

Note Purchase Agreement

If you are in agreement with the foregoing, please sign the form of agreement on a

counterpart of this Agreement and return it to the Company, whereupon this Agreement shall

become a binding agreement between you and the Company.

Very truly yours,

MSC Income Fund, Inc.

By: /s/ Cory E. Gilbert                   

Name: Cory E. Gilbert

Title: Chief Financial Officer

NAI-5010897739v9

Main Street Capital Corporation

Note Purchase Agreement

This Agreement is hereby

accepted and agreed to as

of the date hereof.

PURCHASER

Security Benefit Life Insurance Company

By: Eldridge Credit Advisers, LLC, its

investment manager

By: /s/ Jake Borchert                   

Name: Jake Borchert

Title:

Senior Director

NAI-5010897739v9

Main Street Capital Corporation

Note Purchase Agreement

This Agreement is hereby

accepted and agreed to as

of the date hereof.

PURCHASER

Everly Life Insurance Company

By: /s/ Jake Borchert                   

Name: Jake Borchert

Title:

Authorized Signatory

NAI-5010897739v9

Schedule A

Defined Terms

As used herein, the following terms have the respective meanings set forth below or set

forth in the Section hereof following such term:

“Additional Covenant” is defined in Section 9.11.

“Affiliate” means, at any time, and with respect to any Person, any other Person that at

such time directly or indirectly through one or more intermediaries Controls, or is Controlled by,

or is under common Control with, such first Person. Unless the context otherwise clearly requires,

any reference to an “Affiliate” is a reference to an Affiliate of the Company. Anything herein to

the contrary notwithstanding, the term “Affiliate” shall not include any Person that constitutes a

Portfolio Investment held by any Obligor or any of its or their subsidiaries in the ordinary course

of business.

“Affiliate Agreement” means the Amended and Restated Investment Advisory and

Administrative Services Agreement, dated as of January 29, 2025, by and between the Company

and the Investment Advisor.

“Affiliated Holder” is defined in the definition of “Required Holders”.

“Agreement” means this Master Note Purchase Agreement, including all Schedules and

Exhibits attached to this Agreement, as each may be amended, restated, supplemented or otherwise

modified from time to time.

“All-In Rate” is defined in Section 9.11(d).

“Anti-Corruption Laws” means any law or regulation in a U.S. or any non-U.S.

jurisdiction regarding bribery or any other corrupt activity, including the U.S. Foreign Corrupt

Practices Act and the U.K. Bribery Act 2010 .

“Anti-Money Laundering Laws” means any law or regulation in a U.S. or any non-U.S.

jurisdiction regarding money laundering, drug trafficking, terrorist-related activities or other

money laundering predicate crimes, including the Currency and Foreign Transactions Reporting

Act of 1970 (otherwise known as the Bank Secrecy Act) and the USA PATRIOT Act.

“Approved Dealer” means (a) in the case of any investment that is not a U.S. Government

Security, a bank or a broker-dealer registered under the Securities Exchange Act of 1934 of

nationally recognized standing or an affiliate thereof, (b) in the case of a U.S. Government

Security, any primary dealer in U.S. Government Securities, and (c) in the case of any foreign

investment, any foreign broker-dealer of internationally recognized standing or an affiliate thereof.

“Approved Foreign Currency” means CAD, EUR, GBP and AUD.

NAI-5010897739v9

“Asset Coverage Ratio” means the ratio, determined on a consolidated basis, without

duplication, in accordance with GAAP, of (a) the value of total assets of the Company and its

subsidiaries, less all liabilities and indebtedness not represented by Senior Securities, to (b) the

aggregate amount of Senior Securities representing indebtedness (including the Notes) in each

case, of the Company and its subsidiaries (all as determined pursuant to the Investment Company

Act and any orders, declarations, opinions, relief or letters issued by the SEC or any other

government or regulatory authority). The calculation of the Asset Coverage Ratio shall be made

in accordance with any exemptive order issued by the SEC under Section 6(c) of the Investment

Company Act relating to the exclusion of any Indebtedness of any SBIC Subsidiary from the

definition of Senior Securities only so long as (a) such order is in effect, and (b) no obligations

have become due and owing pursuant to the terms of any Permitted SBIC Guarantee to which the

Company or any other Obligor is a party.

“Assignee” is defined in Section 13.2.

“Assigning Party” is defined in Section 13.2.

“Bank Credit Agreement” means that certain Amended and Restated Senior Secured

Revolving Credit Agreement, dated as of March 11, 2014 and amended and restated as of March

6, 2017, by and among the Company, as borrower, the guarantors party thereto, certain banks and

other financial intuitions party thereto from time to time as lenders, and TIAA, FSB (formerly

known as EverBank Commercial Finance, Inc.), as administrative agent, as the same may be

amended, restated, amended and restated, supplemented, refinanced, substituted or otherwise

modified from time to time.

“Below Investment Grade Adjusted Interest Rate” is defined in Section 1.2(f).

“Below Investment Grade Event” is defined in Section 1.2(h).

“Blocked Person” means (a) a Person whose name appears on the list of Specially

Designated Nationals and Blocked Persons published by OFAC, (b) a Canada Blocked Person, (c)

a Person, entity, organization, country or regime that is blocked or a target of sanctions that have

been imposed under Economic Sanctions Laws or (d) a Person that is an agent, department or

instrumentality of, or is otherwise beneficially owned by, controlled by or acting on behalf of,

directly or indirectly, any Person, entity, organization, country or regime described in clause (a),

(b) or (c).

“Business Day” means (a) for the purposes of Section 8.6 only, any day other than a

Saturday, a Sunday or a day on which commercial banks in New York City are required or

authorized to be closed, and (b) for the purposes of any other provision of this Agreement, any day

other than a Saturday, a Sunday or a day on which commercial banks in New York, New York are

required or authorized to be closed.

“Canada Blocked Person” means (i) a “terrorist group” as defined for the purposes of

Part II.1 of the Criminal Code (Canada), as amended or (ii) a Person identified in or pursuant to

(w) Part II.1 of the Criminal Code (Canada), as amended or (x) the Proceeds of Crime (Money

Laundering) and Terrorist Finance Act, as amended or (y) the Justice for Victims of Corrupt

Foreign Officials Act (Sergei Magnitsky Law), as amended or (z) regulations or orders

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NAI-5010897739v9

promulgated pursuant to the Special Economic Measures Act (Canada), as amended, the United

Nations Act (Canada), as amended, or the Freezing Assets of Corrupt Foreign Officials Act

(Canada), as amended, in any case pursuant to this clause (ii) as a Person in respect of whose

property or benefit a holder of Notes would be prohibited from entering into or facilitating a related

financial transaction.

“Canadian Economic Sanctions Laws” means those laws, including enabling legislation,

orders-in-council or other regulations administered and enforced by Canada or a political

subdivision of Canada pursuant to which economic sanctions have been imposed on any Person,

entity, organization, country or regime, including Part II.1 of the Criminal Code (Canada), as

amended, the Special Economic Measures Act (Canada), as amended, the Proceeds of Crime

(Money Laundering) and Terrorist Finance Act, as amended, the Justice for Victims of Corrupt

Foreign Officials Act (Sergei Magnitsky Law), as amended, the United Nations Act (Canada), as

amended, the Export and Import Permits Act (Canada), as amended, and the Freezing Assets of

Corrupt Foreign Officials Act (Canada), as amended, and including all regulations promulgated

under any of the foregoing, or any other similar sanctions program or action.

“Capital Lease Obligations” of any Person means the obligations of such Person to pay

rent or other amounts under any lease of (or other arrangement conveying the right to use) real or

personal property, or a combination thereof, which obligations are required to be classified and

accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of

such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

Notwithstanding any other provision contained herein, any change in GAAP after December 15,

2018 that would require an operating lease to be treated similar to a capital lease shall not be given

effect hereunder.

“Cash” means any immediately available funds in Dollars or in any currency other than

Dollars which is a freely convertible currency.

“Cash Equivalents” means investments (other than Cash) that are one (1) or more of the

following obligations:

(a)

U.S. Government Securities, in each case maturing within one (1) year from the

date of acquisition thereof;

(b)

investments in commercial paper or other short-term corporate obligations

maturing within two hundred seventy (270) days from the date of acquisition thereof and having,

at such date of acquisition, a credit rating of at least A-1 from S&P and at least P-1 from Moody’s;

(c)

investments in certificates of deposit, banker’s acceptances and time deposits

maturing within one hundred eighty (180) days from the date of acquisition thereof (i) issued or

guaranteed by or placed with, and money market deposit accounts issued or offered by, any

domestic office of any commercial bank organized under the laws of the United States of America

or any State thereof or under the laws of the jurisdiction or any constituent jurisdiction thereof of

any Approved Foreign Currency and (ii) having, at such date of acquisition, a credit rating of at

least A-1 from S&P and at least P-1 from Moody’s;

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NAI-5010897739v9

(d)

fully collateralized repurchase agreements with a term of not more than thirty (30)

days from the date of acquisition thereof for U.S. Government Securities and entered into with

(i) a financial institution satisfying the criteria described in clause (c) of this definition or (ii) an

Approved Dealer having (or being a member of a consolidated group having) at such date of

acquisition, a credit rating of at least A-1 from S&P and at least P-1 from Moody’s;

(e)

money market funds that have, at all times, credit ratings of “Aaa” and “MR1+” by

Moody’s and “AAAm” or “AAAM-G” by S&P, respectively; and

(f)

(I) open commercial paper services having, at such date of acquisition, a credit

rating of at least A-1 from S&P and at least P-1 from Moody’s and maturing not later than two

hundred seventy (270) days from the date of acquisition thereof and (II) eurodollar time deposits

and commercial eurodollar sweep services offered by any commercial bank operating under the

laws of the jurisdiction (or a constituent jurisdiction) of an Approved Foreign Currency having, at

such date of acquisition, a credit rating of at least A-1 from S&P and at least P-1 from Moody’s,

provided, that (i) in no event shall Cash Equivalents include any obligation that provides for the

payment of interest alone (for example, interest-only securities); (ii) if any of Moody’s or S&P

changes its rating system, then any ratings included in this definition shall be deemed to be an

equivalent rating in a successor rating category of Moody’s or S&P, as the case may be; (iii) Cash

Equivalents (other than U.S. Government Securities, certificates of deposit or repurchase

agreements) shall not include any such investment representing more than 10% of total assets of

the Obligors in any single issuer; and (iv) in no event shall Cash Equivalents include any obligation

that is not denominated in Dollars or an Approved Foreign Currency.

“CDO Securities” means debt securities, mezzanine securities, equity securities, residual

interests or composite or combination securities (i.e. securities consisting of a combination of debt

and equity securities that are issued in effect as a unit), including synthetic securities that provide

synthetic credit exposure to debt securities, mezzanine securities, equity securities, residual

interests or composite or combination securities (or other investments, including any interests held

to comply with applicable risk retention requirements, that similarly represent an investment in

underlying pools of leveraged portfolios), that entitle the holders thereof to receive payments that

(i) depend on the cash flow from a portfolio consisting primarily of ownership interests in debt

securities, corporate loans or asset-backed securities or (ii) are subject to losses owing to credit

events (howsoever defined) under credit derivative transactions with respect to debt securities,

corporate loans or asset-backed securities.

“Change in Control” is defined in Section 8.8(f).

“Closing” is defined in Section 3.1.

“Closing Day” is defined in Section 3.1.

“Code” means the Internal Revenue Code of 1986 and the rules and regulations

promulgated thereunder from time to time.

“Company” is defined in the first paragraph of this Agreement.

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NAI-5010897739v9

“Competitor” means (a) any entity that has elected to be regulated as a “business

development company” under the Investment Company Act; (b) any Person who is not an Affiliate

of the Company or any of its subsidiaries and who engages, as its primary business, in (i) the same

or similar business as a material business of the Company or any of its subsidiaries or (ii) the

business of providing, buying or making debt and equity investments in the middle market and

lower middle market and such Person is not a bank or an insurance company; or (c) any Affiliate

of any of the foregoing entities described in clauses (a) or (b) (other than an Affiliate that (i) has

not elected to be regulated as a “business development company” under the Investment Company

Act, (ii) does not engage, as its primary business, in the business of providing, buying or making

debt and equity investments in the middle market and lower middle market, (iii) has established

procedures which will prevent confidential information supplied to such Affiliate from being

transmitted or otherwise made available to such affiliated entities described in clauses (a) or (b),

and (iv) is managed by Persons other than Persons who manage such affiliated entities described

in clauses (a) or (b)); provided that:

(i)

the provision of investment advisory services by a Person to a Plan which

is owned or controlled by a Person which would otherwise be a Competitor shall not in any

event cause the Person providing such services to be deemed to be a Competitor, provided

that such Person providing such services has established and maintains procedures which

will prevent Confidential Information supplied to such Person from being transmitted or

otherwise made available to such Plan;

(ii)

in no event shall an Institutional Investor be deemed a Competitor if such

Institutional Investor is a Pension Plan sponsored by a Person which would otherwise be a

Competitor but which is a regular investor in privately placed Securities and such Pension

Plan has established and maintains procedures which will prevent Confidential Information

supplied to such Pension Plan by the Company from being transmitted or otherwise made

available to such plan sponsor; and

(iii)

in any event that any Private Placement Agent that would otherwise be

deemed to be a Competitor pursuant to the foregoing provisions of this definition, such

Private Placement Agent shall not be deemed to be a Competitor if such Private Placement

Agent holds the Notes only in connection with its role as an intermediary in the prompt

and expeditious sale in accordance with customary financial market conditions of the Note

or Notes owned by one Institutional Investor who is not a Competitor to another purchasing

Institutional Investor who is not a Competitor and such Private Placement Agent has

established procedures which will prevent confidential information supplied to either the

selling or buying Institutional Investor by the Company from being transmitted or

otherwise made available to such Private Placement Agent or any of its Affiliates in any

capacity other than as the agent and intermediary in connection with such sale of any such

Note or Notes.

“Confidential Information” is defined in Section 20.

“Consolidated Net Worth” means, at any date, the amount determined on a consolidated

basis, without duplication, in accordance with GAAP, of shareholders’ equity for the Company

and its subsidiaries at such date.

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NAI-5010897739v9

“Control” means the possession, directly or indirectly, of the power to direct or cause the

direction of the management and policies of a Person, whether through the ownership of voting

securities, by contract or otherwise; and the term “Controlled” shall have a meaning correlative

to the foregoing.

“Controlled Entity” means (a) any of the Subsidiaries of the Company and any of their

or the Company’s respective Controlled Affiliates and (b) if the Company has a parent company,

such parent company and its Controlled Affiliates.

“Controlled Foreign Corporation” means any Subsidiary which is (i) a “controlled

foreign corporation” (within the meaning of Section 957 of the Code), or (ii) a subsidiary

substantially all the assets of which consist of debt or equity in Subsidiaries described in clause (i)

of this definition.

“Credit Default Swap” means any credit default swap entered into as a means to (i) invest

in bonds, notes, loans, debentures or securities on a leveraged basis or (ii) hedge the default risk

of bonds, notes, loans, debentures or securities.

“Cure Right” is defined in Section 10.8(c).

“Debt Ratio Adjusted Interest Rate” is defined in Section 1.2(g).

“Default” means an event or condition the occurrence or existence of which would, with

the lapse of time or the giving of notice or both, become an Event of Default.

“Default Rate” means that rate of interest per annum that is 2.0% above the rate of interest

then in effect on the applicable Notes.

“Designated Subsidiary” means:

(1)

an SBIC Subsidiary; and

(2)

(a) (x) MSIF Funding, LLC and (y) a direct or indirect Subsidiary of the

Company or any other Obligor designated by the Company as a “Designated Subsidiary”

which, in the case of any entity in clause (x) or (y), meets the following criteria:

(i)  to which any Obligor sells, conveys or otherwise transfers (whether

directly or indirectly) Cash, Cash Equivalents or one (1) or more Portfolio

Investments, which engages in no material activities other than in connection with

the holding, purchasing and financing of one (1) or more assets;

(ii)  no portion of the Indebtedness or any other obligations (contingent

or otherwise) of such Subsidiary (A) is guaranteed by any Obligor (other than

Guarantees in respect of Standard Securitization Undertakings), (B) is recourse to

or obligates any Obligor in any way other than pursuant to Standard Securitization

Undertakings or (C) subjects any property of any Obligor (other than property that

has been contributed or sold, purported to be sold or otherwise transferred to such

Subsidiary or any equity of such Subsidiary), directly or indirectly, contingently or

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NAI-5010897739v9

otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization

Undertakings or any Guarantee thereof,

(iii)

with which no Obligor has any material contract, agreement,

arrangement or understanding other than on terms no less favorable to such Obligor

than those that might be obtained at the time from Persons that are not Affiliates of

any Obligor, other than fees payable in the ordinary course of business in

connection with servicing receivables or financial assets and pursuant to any

Standard Securitization Undertakings, and

(iv)

to which no Obligor has any obligation to maintain or preserve such

entity’s financial condition or cause such entity to achieve certain levels of

operating results, other than pursuant to Standard Securitization Undertakings; or

(b)

a direct or indirect Subsidiary of the Company designated by the

Company as a “Designated Subsidiary” and which satisfies each of the foregoing

criteria set forth in clauses (2)(a)(i), (ii), (iii) and (iv).

Any such designation under clauses (2)(a)(y) and (2)(b) by the Company shall be effected pursuant

to a certificate of a Senior Financial Officer delivered to the holders of the Notes, which certificate

shall include a statement to the effect that, to the best of such officer’s knowledge, such designation

complied with the foregoing conditions set forth in clauses (2)(a)(y) or (2)(b). Each Subsidiary of

a Designated Subsidiary shall be deemed to be a Designated Subsidiary. The parties hereby agree

that the Subsidiaries identified as Designated Subsidiaries on Schedule 5.4 hereto, shall each

constitute a Designated Subsidiary so long as they comply with the foregoing requirements of this

definition.

“Disclosure Documents” is defined in Section 5.3.

“Disqualified Equity Interests” means any Equity Interests which, by its terms (or by the

terms of any security into which it is convertible or for which it is exchangeable), or upon the

happening of any event, (a) matures (excluding any maturity as the result of an optional redemption

by the issuer thereof) or is mandatorily redeemable (other than for Qualified Equity Interests),

pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder

thereof (other than for Qualified Equity Interests), in whole or in part, on or prior to 91 days

following the Maturity Date at the time such Equity Interests is issued (it being understood that if

any such redemption is in part, only such part coming into effect prior to 91 days following the

Maturity Date shall constitute Disqualified Equity Interests), (b) is or becomes convertible into or

exchangeable (unless at the sole option of the issuer thereof) for (i) debt securities or (ii) any Equity

Interests that would constitute Disqualified Equity Interests, in each case at any time on or prior to

91 days following the Maturity Date at the time such Equity Interests is issued, (c) contains any

mandatory repurchase obligation or any other repurchase obligation at the option of the holder

thereof (other than for Qualified Equity Interests), in whole or in part, which may come into effect

prior to 91 days following the Maturity Date at the time such Equity Interests is issued (it being

understood that if any such repurchase obligation is in part, only such part coming into effect prior

to 91 days following the Maturity Date shall constitute Disqualified Equity Interests) or (d)

requires scheduled payments of dividends in cash on or prior to 91 days following the Maturity

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Date at the time such Equity Interests is issued; provided that any Equity Interests that would not

constitute Disqualified Equity Interests but for provisions thereof giving holders thereof (or the

holders of any security into or for which such Equity Interests is convertible, exchangeable or

exercisable) the right to require the issuer thereof to redeem such Equity Interests upon the

occurrence of any Change in Control occurring prior to 91 days following the Maturity Date at the

time such Equity Interests is issued shall not constitute Disqualified Equity Interests if (x) such

Equity Interests provides that the issuer thereof will not redeem any such Equity Interests pursuant

to such provisions prior to the date that the Notes have been repaid in full (other than continent

indemnification obligations) (the “Termination Date”) or (y) such redemption is subject to events

that would cause the Termination Date to occur.

“Dollars” or “$” refers to lawful money of the United States of America.

“Economic Sanctions Laws” means U.S. Economic Sanctions Laws or Canadian

Economic Sanctions Laws.

“EDGAR” means the SEC’s Electronic Data Gathering, Analysis and Retrieval System or

any successor SEC electronic filing system for such purposes.

“Effective Date” means the date of this Agreement.

“Environmental Laws” means any applicable federal, state, local, and foreign statutes,

laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants,

franchises, licenses, or settlement or consent agreements relating to pollution and the protection of

the environment or the release of any Hazardous Materials into the environment.

“Equity Interests” means shares of capital stock, partnership interests, membership

interests in a limited liability company, beneficial interests in a trust or other equity ownership

interests in a Person, and any warrants, options or other rights entitling the holder thereof to

purchase or acquire any such Equity Interest. As used in this Agreement, “Equity Interests” shall

not include convertible debt unless and until such debt has been converted to capital stock or other

Equity Interests.

“ERISA” means the Employee Retirement Income Security Act of 1974 and the rules and

regulations promulgated thereunder from time to time in effect.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that is

treated as a single employer together with the Company under section 414(b), (c), (m) or (o) of the

Code.

“Event of Default” is defined in Section 11.

“Exchange Act” means the Securities Exchange Act of 1934 and the rules and regulations

promulgated thereunder from time to time in effect

“Excluded Asset Lien” has the meaning assigned to such term in Section 10.5(e).

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“Excluded Assets” means the entities identified as Excluded Assets in Schedule 10.8

hereto, any CDO Securities and finance lease obligations, and each Designated Subsidiary, and

any similar assets or entities in which any Obligor holds an interest on or after the Effective Date,

and, in each case, their respective Subsidiaries, unless, in the case of any such asset or entity, the

Company designates in writing to the holders of the Notes that such asset or entity is not to be an

Excluded Asset.

“Excluded Subsidiary” means any Subsidiary of the Company that is a Controlled

Foreign Corporation or a Subsidiary of a Controlled Foreign Corporation.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement

(or any amended or successor version that is substantively comparable and not materially more

onerous to comply with), any current or future regulations or official interpretations thereof, any

agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory

legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or

convention among Governmental Authorities and implementing such Sections of the Code.

“Financial Covenant Default” means an Event of Default under Section 10.8(a), 10.8(b),

or any Incorporated Covenant that is an MFL Financial Covenant.

“Form 10-K” is defined in Section 7.1(b).

“Form 10-Q” is defined in Section 7.1(a).

“GAAP” means (a) generally accepted accounting principles as in effect from time to time

in the United States of America and (b) for purposes of Section 9.6, with respect to any Subsidiary

that is an Obligor, generally accepted accounting principles (including International Financial

Reporting Standards, as applicable) as in effect from time to time in the jurisdiction of organization

of such Obligor.

“Governmental Authority” means

(a)

the government of

(i)

thereof, or

the United States of America or any state or other political subdivision

(ii)

any other jurisdiction in which the Company or any Subsidiary conducts all

or any part of its business, or which asserts jurisdiction over any properties of the Company

or any Subsidiary, or

(b)

any entity exercising executive, legislative, judicial, regulatory or administrative

functions of, or pertaining to, any such government.

“Governmental Official” means any governmental official or employee, employee of any

government-owned or government-controlled entity, political party, any official of a political

party, candidate for political office, official of any public international organization or anyone else

acting in an official capacity.

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NAI-5010897739v9

“Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or

otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any

Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner,

whether directly or indirectly, and including any obligation of the guarantor, direct or indirect,

(a) to purchase or pay (or advance or supply funds for the purchase or payment of) such

Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of)

any security for the payment thereof, (b) to purchase or lease property, securities or services for

the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof,

(c) to maintain working capital, equity capital or any other financial statement condition or

liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or

other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty

issued to support such Indebtedness or obligation; provided, that the term Guarantee shall not

include endorsements for collection or deposit in the ordinary course of business or customary

indemnification agreements entered into in the ordinary course of business in connection with

obligations that do not constitute Indebtedness. The amount of any Guarantee at any time shall be

deemed to be an amount equal to the maximum stated or determinable amount of the primary

obligation in respect of which such Guarantee is incurred, unless the terms of such Guarantee

expressly provide that the maximum amount for which such Person may be liable thereunder is a

lesser amount (in which case the amount of such Guarantee shall be deemed to be an amount equal

to such lesser amount).

“Hazardous Materials” means any and all pollutants, contaminants, or toxic or hazardous

wastes, substances or which are regulated by Environmental Law, including asbestos, urea

formaldehyde foam insulation, polychlorinated biphenyls, petroleum, or petroleum products.

“Hedging Agreement” means any interest rate protection agreement, foreign currency

exchange protection agreement, commodity price protection agreement or other interest or

currency exchange rate or commodity price hedging arrangement.

“holder” means, with respect to any Note, the Person in whose name such Note is

registered in the register maintained by the Company pursuant to Section 13.1, provided, however,

that if such Person is a nominee, then for the purposes of Sections 7, 12 and 18 and any related

definitions in this Schedule A, “holder” shall mean the beneficial owner of such Note whose name

and address appears in such register.

“Immaterial Subsidiary” means any Subsidiary that owns, legally or beneficially or has,

together with all other Immaterial Subsidiaries, assets or revenues, which in the aggregate is less

than or equal to the greater of $100,000,000 and 10% of the aggregate assets or aggregate revenues

of the Company and its Subsidiaries, taken as a whole, as of the end of the most recent fiscal

quarter in respect of which financial statements have been delivered pursuant to Section 7.1(a) or

(b), as applicable unless, in the case of any such Subsidiary, the Company designates in writing to

the holders of the Notes that such Subsidiary is not to be an Immaterial Subsidiary and that the

Company will comply with the requirements of Section 9.7 with respect to such Subsidiary.

“Indebtedness” of any Person means, without duplication,

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NAI-5010897739v9

(a)

(i)

all obligations of such Person for borrowed money or (ii) with respect to

deposits or advances of any kind that are required to be to accounted for under GAAP as a liability

on the financial statements of such Person (other than deposits received in connection with a

portfolio investment (including Portfolio Investments) of such Person in the ordinary course of

such Person’s business (including, but not limited to, any deposits or advances in connection with

expense reimbursement, prepaid agency fees, other fees, indemnification, work fees, tax

distributions or purchase price adjustments)),

(b)

instruments,

all obligations of such Person evidenced by bonds, debentures, notes or similar debt

(c)

all obligations of such Person under conditional sale or other title retention

agreements relating to property acquired by such Person (excluding accounts payable and accrued

expenses and trade accounts incurred in the ordinary course of business),

(d)

all obligations of such Person in respect of the deferred purchase price of property

or services (excluding accounts payable and accrued expenses and trade accounts incurred in the

ordinary course of business),

(e)

all Indebtedness of others secured by any Lien (other than a Lien permitted by

Section 10.5(c)) on property owned or acquired by such Person, whether or not the Indebtedness

secured thereby has been assumed (with the amount of such Indebtedness being the lower of the

outstanding amount of such debt and the fair market value of the property subject to such Lien),

(f)

all Guarantees by such Person of Indebtedness of others,

(g)

all Capital Lease Obligations of such Person,

(h)

all obligations, contingent or otherwise, of such Person as an account party in

respect of letters of credit and letters of guaranty, and

(i)all obligations, contingent or otherwise, of such Person in respect of bankers’

acceptances.

The Indebtedness of any Person shall include the Indebtedness of any other entity (including any

partnership in which such Person is a general partner) to the extent such Person is liable therefor

as a result of such Person’s ownership interest in or other relationship with such entity, except to

the extent the terms of such Indebtedness provide that such Person is not liable therefor.

Notwithstanding the foregoing “Indebtedness” shall not include (v) indebtedness of such Person

on account of the sale by such Person of the first out tranche of any first lien bank loan that arises

solely as an accounting matter under ASC 860, (w) purchase price holdbacks arising in the

ordinary course of business in respect of a portion of the purchase price of an asset or Investment

to satisfy unperformed obligations of the seller of such asset or Investment, (x) a commitment

arising in the ordinary course of business to make a future portfolio investment (including Portfolio

Investments) or fund the delayed draw or unfunded portion of any existing portfolio investment

(including Portfolio Investments), (y) any accrued incentive, management or other fees to an

investment manager or its affiliates (regardless of any deferral in payment thereof), or (z) non-

recourse liabilities.

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NAI-5010897739v9

“INHAM Exemption” is defined in Section 6.2(e).

“Initial Subsidiary Guarantors” means MSC Equity Holding LLC, MSC California

Holdings LP, MSC California Holdings GP LLC, HMS Funding I LLC, Stavig Equity Holdings,

LLC and Mystic Logistics Investments, LLC.

“Institutional Investor” means (a) any Purchaser of a Note, (b) any holder of a Note

holding (together with one or more of its Affiliates) more than 10% of the aggregate principal

amount of the Notes then outstanding, (c) any bank, trust company, savings and loan association

or other financial institution, any Pension Plan, any investment company, any insurance company,

any broker or dealer, or any other similar financial institution or entity, regardless of legal form,

and (d) any Related Fund of any holder of any Note.

“Investment” means, for any Person: (a) Equity Interests, bonds, notes, debentures or

other securities of any other Person or any agreement to acquire any Equity Interests, bonds, notes,

debentures or other securities of any other Person (including any “short sale” or any sale of any

securities at a time when such securities are not owned by the Person entering into such sale);

(b) deposits, advances, loans or other extensions of credit made to any other Person (including

purchases of property from another Person subject to an understanding or agreement, contingent

or otherwise, to resell such property to such Person); or (c) Hedging Agreements, Credit Default

Swaps and total return swaps.

“Investment Advisor” means MSC Adviser I, LLC, or any Affiliate of MSC Adviser I,

LLC that is organized under the laws of a jurisdiction located in the United States of America and

in the business of managing or advising clients.

“Investment Company Act” means the Investment Company Act of 1940, as amended

from time to time.

“Investment Grade” means a rating of at least “BBB-” (or its equivalent) or higher by a

Rating Agency without giving effect to any credit watch.

“Investment Policies” means, with respect to the Company, the investment objectives,

policies, restrictions and limitations as the same may be changed, altered, expanded, amended,

modified, terminated or restated from time to time.

“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge,

hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of

a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement

(or any financing lease having substantially the same economic effect as any of the foregoing)

relating to such asset and (c) in the case of securities, any purchase option, call or similar right of

a third party with respect to such securities (other than on market terms at fair value), except in

favor of the issuer thereof (and, for the avoidance of doubt, in the case of Investments that are

loans or other debt obligations, restrictions on assignments or transfers, buyout rights, voting

rights, right of first offer or refusal thereof pursuant to the underlying documentation of such

Investment shall not be deemed to be a “Lien” and, in the case of portfolio investments (including

Portfolio Investments) that are equity securities, excluding customary drag along, tag along,

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NAI-5010897739v9

buyout rights, voting rights, right of first offer or refusal, restrictions on assignments or transfers

and other similar rights in favor of other equity holders of the same issuer).

“Make-Whole Amount” is defined in Section 8.6.

“Material” means material in relation to the business, operations, affairs, financial

condition, assets, or properties of the Company and its subsidiaries taken as a whole.

“Material Adverse Effect” means a material adverse effect on (a) the business,

operations, financial condition, assets or properties of the Company and its subsidiaries taken as a

whole (excluding in any case a decline in the net asset value of the Company or its subsidiaries or

a change in general market conditions or values of the Portfolio Investments of the Company and

its subsidiaries (taken as a whole)), (b) the ability of the Company to perform its payment

obligations under this Agreement and the Notes or (c) the validity or enforceability of this

Agreement, the Notes or any Subsidiary Guaranty.

“Material Credit Facility” means, as to the Company and the other Obligors,

(a)

the Bank Credit Agreement; and

(b)

any other agreement(s) creating or evidencing indebtedness for borrowed money in

respect of which the Company or any other Obligor (other than an Excluded Subsidiary) is an

obligor or otherwise provides a guarantee or other credit support (“Credit Facility”), in each case,

as the same may be amended, restated, amended and restated, supplemented, refinanced,

substituted or otherwise modified from time to time, in a principal amount outstanding or available

for borrowing equal to or greater than $25,000,000 (or the equivalent of such amount in the

relevant currency of payment, determined as of the date of the closing of such facility based on the

exchange rate of such other currency) and if no Credit Facility or Credit Facilities equal or exceed

such amounts, then the largest Credit Facility shall be deemed to be a Material Credit Facility.

“Material Indebtedness” means Indebtedness (other than the Notes), of any one or more

of the Company and its Subsidiaries in an aggregate outstanding principal amount exceeding

$50,000,000.

“Maturity Date” is defined in the first paragraph of each Note.

“MFL Cure Right Provision” means any provision (regardless of whether such provision

is labeled or otherwise characterized as a covenant, a definition or a default) that allows the

Company or any Subsidiary to “cure” or otherwise remedy a default under any financial covenant

as set forth in Section 10.8, prior to such default becoming an actionable event of default.

“MFL Financial Covenant” means any financial maintenance covenant (regardless of

whether such provision is labeled or otherwise characterized as a covenant, a definition or a

default) that requires the Company or any Subsidiary to (i) maintain any level of financial

performance (including any specified level of net worth, total assets, cash flows or net income,

however expressed), (ii) not to exceed any maximum level of indebtedness, however expressed,

and (iii) any requirement or covenants that require the Company or any Subsidiary to maintain any

relationship of any component of its capital structure to any other component thereof (including

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the relationship of indebtedness, senior indebtedness or subordinated indebtedness to total

capitalization or to net worth, however expressed); provided, however, that, none of the following

requirements or covenants (regardless of whether such provision is labeled or otherwise

characterized as a covenant, a definition or a default), however expressed, shall constitute an MFL

Financial Covenant: (x) any borrowing base requirement or covenants and (y) any requirement or

covenants that require the Company or any Subsidiary to maintain any measure of its ability to

service its indebtedness (including exceeding any specified ratio of revenues, cash flow or income

to interest expense, rental expense, capital expenditures and/or scheduled payments of

indebtedness, however expressed).

“Moody’s” means Moody’s Investors Service, Inc. or any successor thereto.

“Most Favored Lender Notice” means a written notice from the Company to each of the

holders of the Notes delivered promptly, and in any event within ten (10) Business Days after the

inclusion of any Additional Covenant in the applicable unsecured Indebtedness (including by way

of amendment or other modification of any existing provision thereof), pursuant to Section 9.11(a)

by a Senior Financial Officer in reasonable detail, including reference to Section 9.11(a), a

verbatim statement of such Additional Covenant (including any defined terms used therein).

“Multiemployer Plan” means any Plan that is a “multiemployer plan” (as such term is

defined in section 4001(a)(3) of ERISA).

“NAIC” means the National Association of Insurance Commissioners.

“NRSRO” means a rating organization designated from time to time by the SEC as being

nationally recognized whose status has been confirmed by the SVO.

“Non-U.S. Plan” means any plan, fund or other similar program that (a) is established or

maintained outside the United States of America by the Company or any Subsidiary primarily for

the benefit of employees of the Company or one or more other Obligors residing outside the United

States of America, which plan, fund or other similar program provides, or results in, retirement

income, a deferral of income in contemplation of retirement or payments to be made upon

termination of employment, and (b) is not subject to ERISA or the Code.

“Note Documents” means (a) this Agreement, (b) the Notes, (c) each Subsidiary Guaranty,

and (d) each other document or instrument now or hereafter executed and delivered by an Obligor

in connection with, pursuant to or relating to this Agreement, in each case, as amended.

“Notes” is defined in Section 1.1.

“Obligors” means, collectively, the Company and the Subsidiary Guarantors.

“OFAC” means the Office of Foreign Assets Control of the United States Department of

the Treasury.

“OFAC Sanctions Program” means any economic or trade sanction that OFAC is

responsible for administering and enforcing. A list of OFAC Sanctions Programs can be found at

http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx.

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“Officer’s Certificate” means a certificate of a Senior Financial Officer or of any other

officer of the Company whose responsibilities extend to the subject matter of such certificate.

“Participation Interest” means a participation interest in an investment that at the time of

acquisition by an Obligor satisfies each of the following criteria: (a) the underlying investment

would constitute a Portfolio Investment were it acquired directly by such Obligor, (b) the seller of

the participation is an Excluded Asset, (c) the entire purchase price for such participation is paid

in full at the time of its acquisition and (d) the participation provides the participant all of the

economic benefit and risk of the whole or part of such portfolio investment that is the subject of

such participation.

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in

ERISA.

“Pension Plan” means any Plan that is subject to Title IV of ERISA or Section 412 of the

Code or Section 302 of ERISA.

“Permitted Liens” means:

(a)  Liens securing repurchase obligations arising in the ordinary course of business

with respect to securities issued or directly and fully guaranteed or insured by the federal

government of the United States of America or any agency thereof;

(b)

Liens imposed by any Governmental Authority for taxes, assessments or charges

not yet due or that are being contested in good faith and by appropriate proceedings if adequate

reserves with respect thereto are maintained on the books of the Company or its Subsidiaries (as

the case may be) in accordance with GAAP;

(c)

Liens of clearing agencies, broker-dealers and similar Liens incurred in the ordinary

course of business, provided that such Liens (i) attach only to the securities (or proceeds) being

purchased or sold and (ii) secure only obligations incurred in connection with such purchase or

sale, and not any obligation in connection with margin financing;

(d)

Liens imposed by law, such as materialmen’s, mechanics’, carriers’, workmens’,

landlord, storage and repairmen’s Liens and other similar Liens arising in the ordinary course of

business and securing obligations not yet due or that are being contested in good faith and by

appropriate proceedings if adequate reserves with respect thereto are maintained on the books of

the Company or its Subsidiaries in accordance with GAAP;

(e)

Liens incurred or pledges or deposits made to secure obligations incurred in the

ordinary course of business under workers’ compensation laws, unemployment insurance or other

similar social security legislation or to participate in any fund in connection with workers’

compensation, unemployment insurance, old-age pensions or other social security programs;

(f)

Liens securing the performance of, or payment in respect of, bids, insurance

premiums, deductibles or co-insured amounts, tenders, government or utility contracts (other than

for the repayment of borrowed money), surety, stay, customs and appeal bonds and other

obligations of a similar nature incurred in the ordinary course of business;

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(g)

Liens arising out of judgments or awards that have been in force for less than the

applicable period for taking an appeal so long as such judgments or awards do not constitute an

Event of Default;

(h)

customary rights of setoff and Liens, banker’s lien, security interest or other like

right securing (i) reasonable and customary fees of banks and other depository institutions on Cash

and Cash Equivalents held on deposit with such banks and institutions, (ii) cash and financial assets

held in securities accounts in favor of banks and other financial institutions with which such

accounts are maintained in the ordinary course of business, (iii) assets held by a custodian in favor

of such custodian in the ordinary course of business securing payment of fees, indemnities, charges

for returning items and other similar obligations, and (iv) any Portfolio Investments held by a

custodian;

(i)

Liens arising solely from precautionary filings of financing statements under the

Uniform Commercial Code of the applicable jurisdictions in respect of operating leases entered

into by the Company or any of its Subsidiaries in the ordinary course of business or in respect of

assets sold or otherwise disposed of to any Person not prohibited hereunder;

(j)

deposits of money securing leases to which an Obligor is a party as the lessee made

in the ordinary course of business;

(k) easements, rights of way, zoning restrictions and similar encumbrances on real

property and minor irregularities in the title thereto that do not interfere with or affect in any

material respect the ordinary course conduct of the business of the Company or any of its

Subsidiaries;

(l)

Liens in favor of any escrow agent solely on and in respect of any cash earnest

money deposits made by any Obligor in connection with any letter of intent or purchase agreement

(to the extent that the acquisition or disposition with respect thereto is otherwise not prohibited

hereunder);

(m)

precautionary Liens, and filings of financing statements under the Uniform

Commercial Code, covering assets purported to be sold or contributed to any Person not prohibited

hereunder;

(n)

purchase money Liens on specific equipment and fixtures provided that (i) such

Liens only attach to such equipment and fixtures, (ii) the Indebtedness secured thereby is incurred

in the ordinary course of business to finance equipment and fixtures and (iii) the Indebtedness

secured thereby does not exceed the lesser of the cost and the fair market value of such equipment

and fixtures at the time of the acquisition thereof;

(o)

Liens consisting of any (i) interest or title of a lessor or sub-lessor under any lease

of real estate not prohibited hereunder, (ii) landlord lien permitted by the terms of any lease, (iii)

restriction or encumbrance to which the interest or title of such lessor or sub-lessor may be subject

or (iv) subordination of the interest of the lessee or sub-lessee under such lease to any restriction

or encumbrance referred to in the preceding clause (iii);

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NAI-5010897739v9

(p)

Liens securing obligations (other than obligations representing Indebtedness for

borrowed money) under operating, reciprocal easement or similar agreements entered into in the

ordinary course of business of the Company and/or any Subsidiary;

(q)

leases, licenses, subleases or sublicenses granted to others in the ordinary course of

business which do not (i) interfere in any material respect with the business of the Company and

its Subsidiaries or (ii) secure any Indebtedness;

(r)

Liens on Securities that are the subject of repurchase agreements constituting

permitted Investments arising out of such repurchase transaction;

(s)

Liens arising (i) out of conditional sale, title retention, consignment or similar

arrangements for the sale of any assets or property in the ordinary course of business or (ii) by

operation of law under Article 2 of the UCC (or similar law of any jurisdiction);

(t)

Liens in favor of any Obligor;

(u)

(i) Liens on Equity Interests of joint ventures or non-Obligors securing capital

contributions to, or obligations of, such Persons and (ii) customary rights of first refusal and tag,

drag and similar rights in joint venture agreements and agreements with respect to non-Obligors;

(v)

Liens on Cash or Cash Equivalents arising in connection with the defeasance,

discharge or redemption of Indebtedness;

(w)

Liens on any Equity Interests of any Portfolio Investment, in favor of the secured

party as disclosed on a search of Uniform Commercial Code filings against such Portfolio

Investment;

(x)

prior to release of the relevant escrow, Liens on Cash or Cash Equivalents (and the

related escrow accounts) constituting the proceeds, and the related prefunding of interest,

premiums and other customary amounts, from an issuance into (and pending the release from)

escrow; and

(y)

Liens securing collateral posted as margin to secure obligations under any

Indebtedness so long as, after giving pro forma effect to such Liens, the Company is in compliance

with Section 10.8.

“Permitted SBIC Guarantee” means a guarantee by the Company of Indebtedness of an

SBIC Subsidiary on the SBA’s then applicable form; provided that the recourse to the Company

thereunder is expressly limited only to periods after the occurrence of an event or condition that is

an impermissible change in the control of such SBIC Subsidiary.

“Person” means an individual, partnership, corporation, limited liability company,

association, trust, unincorporated organization, business entity or governmental authority.

“Plan” means an “employee benefit plan” (as defined in section 3(3) of ERISA) subject to

Title IV of ERISA (other than a Multiemployer Plan) that is or, within the preceding five years,

has been established or maintained, or to which contributions are or, within the preceding five

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NAI-5010897739v9

years, have been made or required to be made, by the Company or any ERISA Affiliate or with

respect to which the Company or any ERISA Affiliate has any liability.

“Portfolio Investment” means any Investment (including a Participation Interest) held by

the Obligors in their asset portfolio (and solely for purposes of Sections 10.5(d) and 10.7(e), Cash

and Cash Equivalents, excluding Cash pledged as cash collateral for any letters of credit under the

Bank Credit Agreement).

“Prepayment Settlement Amount” is defined in Section 8.6 with respect to any Series A

Note.

“Private Placement Agent” means any company organized as a “broker” or “dealer” (as

each such term is defined in Section 3(a) (4) and (5), respectively, of the Exchange Act) of

recognized national standing regularly engaged as an intermediary in the placement or sale to and

among Institutional Investors of Indebtedness Securities exempt from registration under the

Securities Act.

“Private Rating” means a letter issued by a Rating Agency in connection with any private

debt rating for the Notes, which (a) sets forth the Rating for the Notes, (b) refers to the Private

Placement Number issued by the PPN CUSIP Unit of CUSIP Global Services in respect of the

Notes, (c) addresses the likelihood of payment of both principal and interest on the Notes (which

requirement shall be deemed satisfied if either (x) such letter includes confirmation that the Rating

reflects the Rating Agency’s assessment of the Company’s ability to make timely payment of

principal and interest on the Notes or a similar statement or (y) such letter is silent as to the Rating

Agency’s assessment of the likelihood of payment of both principal and interest and does not

include any indication to the contrary), (d) includes such other information describing the relevant

terms of the Notes as may be required from time to time by the SVO or any other Governmental

Authority having jurisdiction over any holder of any Notes, and (e) shall not be subject to

confidentiality provisions or other restrictions which would prevent or limit the letter from being

shared with the SVO or any other Governmental Authority having jurisdiction over nay holder of

any Notes.

“Private Rating Rationale Report” means, with respect to any Private Rating, a report

issued by the Rating Agency in connection with such Private Rating setting forth an analytical

review of the Notes explaining the transaction structure, methodology relied upon, and, as

appropriate, analysis of the credit, legal, and operational risks and mitigants supporting the

assigned Rating for the Notes, in each case, on the letterhead of the Rating Agency or posted on

its controlled website and generally consistent with the work product that a Rating Agency would

produce for a similarly publicly rated security and otherwise in form and substance generally

required by the SVO or any other regulatory or other Governmental Authority having jurisdiction

over any holder of any Notes from time to time. Such report shall not be subject to confidentiality

provisions or other restrictions which would prevent or limit the report from being shared with the

SVO or any regulatory or other Governmental Authority having jurisdiction over any holder of

any Notes.

“property” or “properties” means, unless otherwise specifically limited, real or personal

property of any kind, tangible or intangible, choate or inchoate.

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NAI-5010897739v9

“PTE” is defined in Section 6.2(a).

“Purchaser” or “Purchasers” means each of the purchasers that has executed and

delivered this Agreement to the Company and such Purchaser’s successors and assigns (so long as

any such assignment complies with Section 13.2) and any Substitute Purchaser (so long as any

such substitution complies with Section 21), provided, however, that any Purchaser of a Note that

ceases to be the registered holder or a beneficial owner (through a nominee) of such Note as the

result of a transfer thereof pursuant to Section 13.2 or as the result of a substitution pursuant to

Section 21 shall cease to be included within the meaning of “Purchaser” of such Note for the

purposes of this Agreement upon such transfer.

“Purchaser Schedule” means the Purchaser Schedule to this Agreement listing the

Purchasers of the Notes and including their notice and payment information.

“QPAM Exemption” is defined in Section 6.2(d).

“Qualified Equity Interests” of any Person means any Equity Interests of such Person

that are not Disqualified Equity Interests.

“Qualified Institutional Buyer” means any Person who is a “qualified institutional

buyer” within the meaning of such term as set forth in Rule 144A(a)(1) under the Securities Act.

“Rating” means a rating of a Series or tranche of Notes, which rating shall (a) specifically

describe the Notes, including their interest rate, maturity and Private Placement Number and (b)

in the event that such Rating is a Private Rating, be accompanied by the related Private Rating

Rationale Report with respect to such Private Rating; and (c) be issued by a Rating Agency.

“Rating Agency” means an NRSRO (other than Egan-Jones Ratings Co.).

“Related Fund” means, with respect to any holder of any Note, any fund or entity that

(a) invests in Securities or bank loans and (b) is advised or managed by such holder, the same

investment advisor as such holder or by an affiliate of such holder or such investment advisor.

“Required Holders” means, at any time the holders of greater than 50.00% in principal

amount of the Notes at the time outstanding (exclusive of Notes then owned by the Company or

any of its Affiliates or any entity whose investments or investment related decisions are primarily

managed by the Company or any its Affiliates (collectively, the “Affiliated Holders”)); provided,

however, that Notes that any Purchaser (other than the Affiliated Holders) is committed to purchase

under this Agreement shall be deemed outstanding and held by such Purchaser for purposes of the

determination of Required Holders.

“Responsible Officer” means any Senior Financial Officer and any other officer of the

Company with responsibility for the administration of the relevant portion of this Agreement.

“Restricted Payment” means any dividend or other distribution (whether in cash,

securities or other property) with respect to any shares of any class of capital stock of the Company

or any other Obligor, or any payment (whether in cash, securities or other property), including any

sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition,

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NAI-5010897739v9

cancellation or termination of any such shares of capital stock of the Company or any option,

warrant or other right to acquire any such shares of capital stock of the Company (other than any

equity awards granted to employees, officers, directors and consultants of the Company or any of

its Affiliates); provided, for the avoidance of doubt, neither the conversion or settlement of

convertible debt into capital stock nor the purchase, redemption, retirement, acquisition,

cancellation or termination of convertible debt made solely with capital stock (other than interest

or expenses or fractional shares, which may be payable in cash) shall be a Restricted Payment

hereunder.

“RIC” means a person qualifying for treatment as a “regulated investment company”

under the Code.

“S&P” means S&P Global Ratings, a division of S&P Global, Inc., a New York

corporation, or any successor thereto.

“SBA” means the United States Small Business Administration or any Governmental

Authority succeeding to any or all of the functions thereof.

“SBIC Subsidiary” means any subsidiary of the Company (or such subsidiary’s general

partner or manager entity) that is (x) a “small business investment company” licensed by the SBA

(or that has applied for such a license and is actively pursuing the granting thereof by appropriate

proceedings promptly instituted and diligently conducted) under the Small Business Investment

Act of 1958, as amended, and (y) designated in writing by the Company (as provided below) as an

SBIC Subsidiary, so long as:

(a)

other than pursuant to a Permitted SBIC Guarantee or the requirement by the SBA

that the Company make an equity or capital contribution to the SBIC Subsidiary in connection

with its incurrence of SBA Indebtedness (provided that such contribution is permitted by this

Agreement and is made substantially contemporaneously with such incurrence), no portion of the

Indebtedness or any other obligations (contingent or otherwise) of such Person (i) is guaranteed

by the Company or any of its subsidiaries (other than any SBIC Subsidiary), (ii) is recourse to or

obligates the Company or any of its subsidiaries (other than any SBIC Subsidiary) in any way, or

(iii) subjects any property of the Company or any of its subsidiaries (other than any SBIC

Subsidiary) to the satisfaction thereof;

(b)

neither the Company nor any of its subsidiaries (other than any SBIC Subsidiary)

has any obligation to such Person to maintain or preserve its financial condition or cause it to

achieve certain levels of operating results; and

(c)

such Person has not guaranteed or become a co-borrower under, and has not granted

a security interest in any of its properties to secure, and the Equity Interests it has issued are not

pledged to secure, in each case, any indebtedness, liabilities or obligations of any one or more of

the Obligors.

Any designation by the Company under clause (y) above shall be effected pursuant to a

certificate of a Senior Financial Officer delivered to the Purchasers, which certificate shall include

a statement to the effect that, to the best of such Senior Financial Officer’s knowledge, such

designation complied with the foregoing conditions.

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NAI-5010897739v9

“SEC” means the Securities and Exchange Commission of the United States of America.

“Section 8.8 Proposed Prepayment Date” is defined in Section 8.8(b).

“Secured Debt Ratio” means the ratio, determined on a consolidated basis, without

duplication, in accordance with GAAP, of (a) all Indebtedness for borrowed money of the

Company and its consolidated subsidiaries (other than Indebtedness of an SBIC Subsidiary or

Designated Subsidiary) that is secured by a Lien on the assets of the Company or a consolidated

subsidiary of the Company, to (b) the value of the total assets of the Company and its consolidated

subsidiaries (which for purposes of calculating the assets of an SBIC Subsidiary or Designated

Subsidiary shall be equal to the value of the total assets of such entities less the amount of secured

debt for borrowed money of such entities).

“Secured Debt Ratio Event” is defined in Section 1.2(i).

“Securities” or “Security” shall have the meaning specified in section 2(1) of the

Securities Act.

“Securities Act” means the Securities Act of 1933 and the rules and regulations

promulgated thereunder from time to time in effect.

“Senior Financial Officer” means the president, chief executive officer, chief financial

officer, principal accounting officer, treasurer or comptroller of the Company.

“Senior Securities” means senior securities (as such term is defined and determined

pursuant to the Investment Company Act and any no-action letters or orders of the SEC issued to

or with respect to the Company generally to business development companies thereunder,

including, without limitation any exemptive relief granted by the SEC with respect to the

Indebtedness of any joint venture, Designated Subsidiary or otherwise (including, for the

avoidance of doubt, any exclusion of such Indebtedness in the foregoing calculation)).

“Series” means any series of Notes issued pursuant to this Agreement.

“Series A Notes” is defined in Section 1.1.

“Significant Subsidiary” means (a) any Obligor or (b) any other Subsidiary that, on a

consolidated basis with its Subsidiaries, has aggregate assets or aggregate revenues greater than

the greater of $100,000,000 and 10% of the aggregate assets or aggregate revenues of the Company

and its Subsidiaries, taken as a whole, as of the end of the most recent fiscal quarter in respect of

which financial statements have been delivered pursuant to Section 7.1(a) or (b), as applicable.

“Source” is defined in Section 6.2.

“Special Equity Interest” means any Equity Interest that is subject to a Lien in favor of

creditors of the issuer of such Equity Interest or creditors of such issuer’s affiliates.

“Standard Securitization Undertakings” means, collectively, (a) customary arms-length

servicing obligations (together with any related performance guarantees), (b) obligations (together

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NAI-5010897739v9

with any related performance guarantees) to refund the purchase price or grant purchase price

credits for dilutive events or misrepresentations (in each case unrelated to the collectability of the

assets sold or the creditworthiness of the associated account debtors), (c) representations,

warranties, covenants and indemnities (together with any related performance guarantees) of a

type that are reasonably customary in commercial loan securitizations, accounts receivable

securitizations, securitizations of financial assets or loans to special purpose vehicles, including

those owed to customary third-party service providers in connection with such transactions, such

as rating agencies and accountants and (d) obligations (together with any related performance

guarantees) under any customary bad boy guarantee.

“State Sanctions List” means a list that is adopted by any state Governmental Authority

within the United States of America pertaining to Persons that engage in investment or other

commercial activities in Iran or any other country that is a target of economic sanctions imposed

under U.S. Economic Sanctions Laws.

“Subsidiary” means, with respect to any Person (the “parent”) at any date, any

corporation, limited liability company, partnership, association or other entity the accounts of

which would be consolidated with those of the parent in the parent’s consolidated financial

statements if such financial statements were prepared in accordance with GAAP as of such date,

as well as any other corporation, limited liability company, partnership, association or other entity

(a) of which securities or other ownership interests representing more than 50% of the equity or

more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the

general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of

such date, otherwise Controlled, by the parent or one (1) or more subsidiaries of the parent or by

the parent and one (1) or more subsidiaries of the parent. Anything herein to the contrary

notwithstanding, the term “Subsidiary” shall include any Subsidiary Guarantor but shall not

include any Designated Subsidiary, joint venture or Person that constitutes an Investment held by

any Obligor in the ordinary course of business and that is not, under GAAP (as in effect on the

Effective Date), consolidated on the financial statements of the Company and its Subsidiaries.

Unless otherwise specified, “Subsidiary” means a Subsidiary of the Company.

“Subsidiary Guarantor” means each Subsidiary that has executed and delivered a

Subsidiary Guaranty or a joinder thereto.

“Subsidiary Guaranty” is defined in Section 9.7(a).

“Substitute Purchaser” is defined in Section 21.

“SVO” means the Securities Valuation Office of the NAIC.

“tranche” means all Notes of a Series having the same maturity, interest rate, currency

and schedule for mandatory prepayments.

“Transferred Assets” has the meaning assigned to such term in Section 10.2(j).

“Unencumbered Assets” means the value of total assets of the Company and its

subsidiaries (which for purposes of calculating the assets of an SBIC Subsidiary or Designated

Subsidiary shall be equal to the value of the total assets of such entities less the amount of secured

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NAI-5010897739v9

debt for borrowed money of such entities) on a consolidated basis, less the Indebtedness for

borrowed money of the Company and its consolidated subsidiaries (other than Indebtedness of an

SBIC Subsidiary or Designated Subsidiary) that is outstanding and secured by Liens created

pursuant to the documentation evidencing such Indebtedness on property owned or acquired by

the Company and its consolidated subsidiaries (with the value of such Indebtedness being the

lower of the outstanding amount of such Indebtedness and the value (as determined in accordance

with the documentation evidencing such Indebtedness) of the property subject to such Lien).

“United States Person” has the meaning set forth in Section 7701(a)(30) of the Code.

“Unsecured Debt Coverage Ratio” means, on a consolidated basis for the Company and

its subsidiaries, the ratio of (a) Unencumbered Assets to (b) unsecured Indebtedness for borrowed

money of the Company.

“Unsecured Debt Coverage Ratio Event” is defined in Section 1.2(j).

“USA PATRIOT Act” means United States Public Law 107-56, Uniting and

Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct

Terrorism (USA PATRIOT ACT) Act of 2001 and the rules and regulations promulgated

thereunder from time to time in effect.

“U.S. Economic Sanctions Laws” means those laws, executive orders, enabling

legislation or regulations administered and enforced by the United States pursuant to which

economic sanctions have been imposed on any Person, entity, organization, country or regime,

including the Trading with the Enemy Act, the International Emergency Economic Powers Act,

the Iran Sanctions Act, the Sudan Accountability and Divestment Act and any other OFAC

Sanctions Program.

“U.S. Government Securities” means securities that are direct obligations of, and

obligations the timely payment of principal and interest on which is fully guaranteed by, the United

States or any agency or instrumentality of the United States the obligations of which are backed

by the full faith and credit of the United States and in the form of conventional bills, bonds, and

notes.

“Wholly-Owned Subsidiary” means, at any time, any subsidiary all of the equity interests

(except directors’ qualifying shares) and voting interests of which are owned by any one or more

of the Company and the Company’s other Wholly-Owned Subsidiaries at such time.

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NAI-5010897739v9

Schedule 1

[Form of Series A Note]

THE NOTE REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE

SECURITIES ACT OF 1933, AND HAS BEEN ACQUIRED FOR INVESTMENT AND NOT

WITH A VIEW

TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION

SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE

STATEMENT RELATED THERETO OR UNLESS AN EXEMPTION

THEREOF.

NO

REGISTRATION

FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 IS AVAILABLE.

MSC Income Fund, Inc.

6.34% Series A Senior Note Due May 31, 2029

No. [  ]

$[  ]

Date [ ]

PPN 55374X A@8

FOR VALUE RECEIVED, the undersigned, MSC INCOME FUND, INC. (herein called the

“Company”), a corporation organized and existing under the laws of the State of Maryland,

hereby promises to pay to [], or registered assigns, the principal sum of

[] UNITED STATES DOLLARS (or so much thereof as shall not have been prepaid)

on May 31, 2029 (the “Maturity Date”), with interest (computed on the basis of a 360-day year

of twelve 30-day months) (a) on the unpaid balance hereof at the rate of 6.34% per annum, as

may be adjusted in accordance with Section 1.2 of the hereinafter defined Note Purchase

Agreement, from the date hereof, payable semiannually, on the 30th day of November and 31st

day of May in each year, commencing with the November next succeeding the date hereof, and

on the Maturity Date, until the principal hereof shall have become due and payable, and (b) to

the extent permitted by law, (x) on any overdue payment of interest and (y) during the

continuance of an Event of Default, on such unpaid balance and on any overdue payment of any

Prepayment Settlement Amount (if any), at a rate per annum from time to time equal to the

Default Rate (as defined in the Note Purchase Agreement), payable semiannually as aforesaid

(or, at the option of the registered holder hereof, on demand).

Payments of principal of, interest on and any Prepayment Settlement Amount or Make-

Whole Amount with respect to this Note are to be made in lawful money of the United States of

America at the Company in Houston, Texas or at such other place as the Company shall have

designated by written notice to the holder of this Note as provided in the Note Purchase

Agreement referred to below.

This Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant

to the Master Note Purchase Agreement, dated March 12, 2026 (as from time to time amended,

SCHEDULE 1

(to Note Purchase Agreement)

restated, supplemented or otherwise modified, the “Note Purchase Agreement”), between the

Company and the respective Purchasers named therein. This Note and the holder hereof are

entitled with the holders of all other Notes of all series from time to time outstanding under the

Note Purchase Agreement to all the benefits provided for thereby or referred to therein. Each

holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the

confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (ii) made

the representations set forth in Section 6 of the Note Purchase Agreement. Unless otherwise

indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such

terms in the Note Purchase Agreement.

This Note is a registered Note with the Company and, as provided in (and subject to the

terms and conditions of) the Note Purchase Agreement, upon surrender of this Note for

registration of transfer accompanied by a written instrument of transfer duly executed, by the

registered holder hereof or such holder’s attorney duly authorized in writing, a new Note of the

same series for a like principal amount will be issued to, and registered in the name of, the

transferee. Prior to due presentment for registration of transfer, the Company may treat the

Person in whose name this Note is registered as the owner hereof for the purpose of receiving

payment and for all other purposes, and the Company will not be affected by any notice to the

contrary.

This Note is subject to optional prepayment, in whole or from time to time in part,

on the terms specified in the Note Purchase Agreement.

If an Event of Default occurs and is continuing, the principal of this Note may be

declared or otherwise become due and payable in the manner, at the price (including any

applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement.

[Signature Page Follows]

SCHEDULE 1

(to Note Purchase Agreement)

This Note shall be construed and enforced in accordance with, and the rights of the

Company and the holder of this Note shall be governed by, the law of the State of New York

excluding choice-of-law principles of the law of such State that would permit the application of

the laws of a jurisdiction other than such State.

MSC Income Fund, Inc.

By

Name:

Title:

SCHEDULE 1

(to Note Purchase Agreement)

Exhibit 31.1

CERTIFICATION PURSUANT TO

RULE 13a-14(a) and 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS AMENDED

I, Dwayne L. Hyzak, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026 of MSC Income Fund, Inc. (the “registrant”);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated this May 8, 2026.

By:			/s/ DWAYNE L. HYZAK
			Dwayne L. Hyzak
			Chief Executive Officer

Exhibit 31.2

CERTIFICATION PURSUANT TO

RULE 13a-14(a) and 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS AMENDED

I, Cory E. Gilbert, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026 of MSC Income Fund, Inc. (the “registrant”);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated this May 8, 2026.

By:			/s/ CORY E. GILBERT
			Cory E. Gilbert
			Chief Financial Officer

Exhibit 32.1

Certification of Chief Executive Officer

Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)

In connection with the accompanying Quarterly Report of MSC Income Fund, Inc. (the “Registrant”) on Form 10-Q for the quarterly period ended March 31, 2026 (the “Report”), as filed with the Securities and Exchange Commission on the date hereof, I, Dwayne L. Hyzak, the Chief Executive Officer of the Registrant, hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

			/s/ DWAYNE L. HYZAK
			Name: Dwayne L. Hyzak
			Date: May 8, 2026

Exhibit 32.2

Certification of Chief Financial Officer

Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)

In connection with the accompanying Quarterly Report of MSC Income Fund, Inc. (the “Registrant”) on Form 10-Q for the quarterly period ended March 31, 2026 (the “Report”), as filed with the Securities and Exchange Commission on the date hereof, I, Cory E. Gilbert, the Chief Financial Officer of the Registrant, hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

			/s/ CORY E. GILBERT
			Cory E. Gilbert
			Date: May 8, 2026