UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): October 23, 2023

MSC Income Fund, Inc.

(Exact name of registrant as specified in its charter)

Maryland	814-00939	45-3999996
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)	1300 Post Oak Boulevard, 8th Floor<br><br>Houston, TX	77056
---	---
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (713) 350-6000

Not Applicable

Former name or former address, if changed since last report

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

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

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

Title of each class	Trading Symbol	Name of each exchange on which registered
None	N/A	N/A

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

Emerging growth company o

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

Item 8.01 Other Information.

On October 23, 2023, MSC Income Fund, Inc. (the “Company”) posted an announcement to its corporate website. A copy of the announcement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1	Announcement dated October 23, 2023.

SIGNATURES

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

	MSC Income Fund, Inc.
Date: October 23, 2023	By:	/s/ Adam W. Park
		Name: Adam W. Park
		Title: Chief Compliance Officer

Document

Exhibit 99.1

NEWS RELEASE
Contacts:<br><br>MSC Income Fund, Inc.<br><br>Dwayne L. Hyzak, CEO, dhyzak@mainstcapital.com<br><br>Jesse E. Morris, CFO and COO, jmorris@mainstcapital.com<br><br>713-350-6000

MSC Income Fund Announces Reaffirmed Investment Grade Credit and Corporate Rating from Kroll Bond Rating Agency

HOUSTON, October 23, 2023 – MSC Income Fund, Inc. (the “Company”) is pleased to announce that Kroll Bond Rating Agency, LLC (“KBRA”) has reaffirmed the Company’s investment grade issuer and senior unsecured debt credit rating of BBB- with a stable outlook. Factors cited by KBRA in support of its rating include the Company’s highly experienced management team and diversified investment portfolio consisting predominantly of senior secured first lien loans as positive rating factors, along with the Company’s conservative dividend policy, low leverage utilization relative to its peers and ability to co-invest alongside Main Street Capital Corporation (“Main Street”), the parent company to the Company’s investment adviser, MSC Adviser I, LLC (“MSC Adviser”).

“We are extremely pleased with the reaffirmed investment grade rating assigned to MSC Income Fund, which is a positive reflection of our strategy, team and processes as well as the credit quality and investment performance of the Company’s portfolio,” said Dwayne L. Hyzak, the Company’s Chairman and Chief Executive Officer.

ABOUT MSC INCOME FUND, INC.

MSC Income Fund, Inc. is a specialty finance company that primarily provides long-term debt and equity capital to lower middle market companies and debt capital to middle market companies. The Company’s lower middle market companies generally have annual revenues between $10 million and $150 million. The Company’s middle market debt investments are made in businesses that are generally larger in size than its lower middle market portfolio companies.

ABOUT MSC ADVISER I, LLC

MSC Adviser is a wholly owned subsidiary of Main Street Capital Corporation (NYSE: MAIN) that is registered as an investment adviser under the Investment Advisers Act of 1940. It currently manages investments for external parties, including the Company.

FORWARD-LOOKING STATEMENTS

This press release may contain certain forward-looking statements which are based upon the Company’s management’s current expectations and are inherently uncertain. Any such statements other than statements of historical fact are likely to be affected by other unknowable future events and conditions, including elements of the future that are or are not under the Company’s control, and that the Company may or may not have considered; accordingly, such statements cannot be guarantees or assurances of any aspect of future performance. Actual performance and results could vary materially from these estimates and projections of the future as a result of a number of factors, including those described from time to time in the Company’s filings with the Securities and Exchange Commission. Such statements speak only as of the time when made and are based on information available to the Company as of the date hereof and are qualified in their entirety by this cautionary statement. The Company assumes no obligation to revise or update any such statement now or in the future.

8-K