Main Street Capital CORP

Previous wording

MSC Adviser I, LLC (the “External Investment Manager”) was formed in November 2013 as a wholly-owned subsidiary of Main Street to provide investment management and other services to parties other than Main Street (“External Parties”) and receives fee income for such services. MSCC has been granted no-action relief by the Securities and Exchange Commission (“SEC”) to allow the External Investment Manager to register as a registered investment adviser under the Investment Advisers Act of 1940, as amended. Since the External Investment Manager conducts all of its investment management activities for External Parties, it is accounted for as a portfolio investment of Main Street and is not included as a consolidated subsidiary in Main Street’s consolidated financial statements.

Current wording

MSC Adviser I, LLC (the “External Investment Manager”) was formed in November 2013 as a wholly-owned subsidiary of Main Street to provide investment management and other services to parties other than Main Street (“External Parties”) and earns fee income for such services. MSCC has been granted no-action relief by the Securities and Exchange Commission (“SEC”) to allow the External Investment Manager to register as a registered investment adviser under the Investment Advisers Act of 1940, as amended. Since the External Investment Manager conducts all of its investment management activities for External Parties, it is accounted for as a portfolio investment of Main Street and is not included as a consolidated subsidiary in Main Street’s consolidated financial statements.

Previous wording

Because we are internally managed, we do not pay any external investment advisory fees, but instead directly incur the operating costs associated with employing investment and portfolio management professionals. We believe that our internally managed structure provides us with a better alignment of interests between our management team and our employees and our stockholders and a beneficial operating expense structure when compared to other publicly traded and privately held investment firms which are externally managed, and our internally managed structure allows us the opportunity to leverage our non-interest operating expenses as we grow our Investment Portfolio and our External Investment Manager’s asset management business (as described below). The ratio of our total operating expenses, excluding interest expense, as a percentage of our quarterly average total assets was 1.3% for each of the trailing twelve months ended March 31, 2025 and 2024 and for the year ended December 31, 2024. The ratio of our total operating expenses, including interest expense, as a percentage of our quarterly average total assets was 3.8% and 3.7% for the trailing twelve months ended March 31, 2025 and 2024, respectively, and 3.8% for the year ended December 31, 2024. Our ratio of expenses as a percentage of our average net asset value is described in greater detail in Note F – Financial Highlights to the consolidated financial statements included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

Current wording

Because we are internally managed, we do not pay any external investment advisory fees, but instead directly incur the operating costs associated with employing investment and portfolio management professionals. We believe that our internally managed structure provides us with a better alignment of interests between our management team and our employees and our stockholders and a beneficial operating expense structure when compared to other publicly traded and privately held investment firms which are externally managed, and our internally managed structure allows us the opportunity to leverage our non-interest operating expenses as we grow our Investment Portfolio and our External Investment Manager’s asset management business (as described below). The ratio of our total operating expenses, excluding interest expense, as a percentage of our quarterly average total assets was 1.3% for each of the trailing twelve months ended June 30, 2025 and 2024 and for the year ended December 31, 2024. The ratio of our total operating expenses, including interest expense, as a percentage of our quarterly average total assets was 3.8% and 3.6% for the trailing twelve months ended June 30, 2025 and 2024, respectively, and 3.8% for the year ended December 31, 2024. Our ratio of expenses as a percentage of our average net asset value is described in greater detail in Note F — Financial Highlights to the consolidated financial statements included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

Previous wording

The External Investment Manager earns management fees based on the assets of the funds and accounts under management and may earn incentive fees, or a carried interest, based on the performance of the funds and accounts managed. For the three months ended March 31, 2025 and 2024, the External Investment Manager earned $5.8 million and $5.7 million in base management fees, respectively, $2.7 million and $3.9 million in incentive fees, respectively, and $0.2 million of administrative service fee income for each of the three months ended March 31, 2025 and 2024.

Current wording

The External Investment Manager earns management fees based on the assets of the funds and accounts under management and may earn incentive fees, or a carried interest, based on the performance of the funds and accounts managed. For the three months ended June 30, 2025 and 2024, the External Investment Manager earned $5.7 million and $5.9 million in base management fees, respectively, $3.7 million and $4.1 million in incentive fees, respectively, and $0.2 million of administrative service fee income for each of the three months ended June 30, 2025 and 2024. For the six months ended June 30, 2025 and 2024, the External Investment Manager earned $11.5 million and $11.6 million in base management fees, respectively, $6.4 million and $8.0 million in incentive fees, respectively, and $0.3 million of administrative service fee income for each of the six months ended June 30, 2025 and 2024.

Previous wording

We have entered into an agreement with the External Investment Manager to share employees in connection with its asset management business generally, and specifically for its relationship with MSC Income and its other clients. Through this agreement, we share employees with the External Investment Manager, including their related infrastructure, business relationships, management expertise and capital raising capabilities, and we allocate the related expenses to the External Investment Manager pursuant to the sharing agreement. Our total expenses for the three months ended March 31, 2025 and 2024 are net of expenses allocated to the External Investment Manager of $5.3 million and $5.6 million, respectively.

Current wording

We have entered into an agreement with the External Investment Manager to share employees in connection with its asset management business generally, and specifically for its relationship with MSC Income and its other clients. Through this agreement, we share employees with the External Investment Manager, including their related infrastructure, business relationships, management expertise and capital raising capabilities, and we allocate the related expenses to the External Investment Manager pursuant to the sharing agreement. Our total expenses for each of the three months ended June 30, 2025 and 2024 are net of expenses allocated to the External Investment Manager of $5.9 million. Our total expenses for the six months ended June 30, 2025 and 2024 are net of expenses allocated to the External Investment Manager of $11.2 million and $11.4 million, respectively.

Previous wording

The total contribution of the External Investment Manager to our net investment income consists of the combination of the expenses allocated to the External Investment Manager and the dividend income earned from the External Investment Manager. For the three months ended March 31, 2025 and 2024, dividends accrued by us from the External Investment Manager were $2.5 million and $3.0 million, respectively. For the three months ended March 31, 2025 and 2024, the total contribution of the External Investment Manager to our net investment income was $7.8 million and $8.6 million, respectively.

Current wording

The total contribution of the External Investment Manager to our net investment income consists of the combination of the expenses allocated to the External Investment Manager and the dividend income earned from the External Investment Manager. For the three months ended June 30, 2025 and 2024, dividends accrued by us from the External Investment Manager were $2.8 million and $3.3 million, respectively. For the three months ended June 30, 2025 and 2024, the total contribution of the External Investment Manager to our net investment income was $8.7 million and $9.2 million, respectively. For the six months ended June 30, 2025 and 2024, dividends accrued by us from the External Investment Manager were $5.3 million and $6.3 million, respectively. For the six months ended June 30, 2025 and 2024, the total contribution of the External Investment Manager to our net investment income was $16.6 million and $17.8 million, respectively.

Previous wording

We have received an exemptive order from the SEC permitting co-investments among us, MSC Income and other advisory clients of the External Investment Manager in certain negotiated transactions where co-investing would otherwise be prohibited under the 1940 Act. We have made co-investments with, and in the future intend to continue to make co-investments with MSC Income, Private Loan Fund I, Private Loan Fund II and other advisory clients of the External Investment Manager, in accordance with the conditions of the order. The order requires, among other things, that we and the External Investment Manager consider whether each such investment opportunity is appropriate for us and the External Investment Manager’s advised clients, as applicable, and if it is appropriate, to propose an allocation of the investment opportunity between such parties. Because the External Investment Manager may receive performance-based fee compensation from its advisory clients, this may provide the Company and the External Investment Manager an incentive to allocate opportunities to advisory clients instead of us. However, both we and the External Investment Manager have policies and procedures in place to manage this conflict, including approval of investment allocations and oversight of co-investments by the independent members of our Board of Directors. In addition to the co-investment program described above, we also co-invest in syndicated deals and other transactions where price is the only negotiated point by us and our affiliates.

Current wording

We have received an exemptive order from the SEC permitting co-investments among us, MSC Income and other advisory clients of the External Investment Manager in certain negotiated transactions where co-investing would otherwise be prohibited under the 1940 Act. We have made co-investments with, and in the future intend to continue to make co-investments with MSC Income, Private Loan Fund I, Private Loan Fund II and other advisory clients of the External Investment Manager, in accordance with the conditions of the order. The order requires, among other things, that we and the External Investment Manager consider whether each such investment opportunity is appropriate for us and the External Investment Manager’s advised clients, as applicable, and if it is appropriate, to propose an allocation of the investment opportunity between such parties. Because the External Investment Manager may earn performance-based fee compensation from its advisory clients, this may provide the Company and the External Investment Manager an incentive to allocate opportunities to advisory clients instead of us. However, both we and the External Investment Manager have policies and procedures in place to manage this conflict, including approval of investment allocations and oversight of co-investments by the independent members of our Board of Directors. In addition to the co-investment program described above, we also co-invest in certain investment transactions where price is the only negotiated point by us and our affiliates.

Previous wording

(b)The weighted-average annual effective yields were computed using the effective interest rates for all debt investments as of March 31, 2025, including amortization of deferred debt origination fees and accretion of original issue discount but excluding fees payable upon repayment of the debt instruments 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, 2025. The weighted-average annual effective yield on our debt portfolio as of March 31, 2025, including debt investments on non-accrual status, was 12.1% for our LMM portfolio and 10.8% for our Private Loan portfolio. The weighted-average annual effective yield is not reflective of what an investor in shares of our common stock will realize on its investment because it does not reflect changes in the market value of our stock, our utilization of debt capital in our capital structure, our expenses or any sales load paid by an investor.

Current wording

(b)The weighted-average annual effective yields were computed using the effective interest rates for all debt investments as of June 30, 2025, including amortization of deferred debt origination fees and accretion of original issue discount but excluding fees payable upon repayment of the debt instruments and any debt investments on non-accrual status, and are weighted based upon the principal amount of each applicable debt investment as of June 30, 2025. The weighted-average annual effective yield on our debt portfolio as of June 30, 2025, including debt investments on non-accrual status, was 12.1% for our LMM portfolio and 10.0% for our Private Loan portfolio. The weighted-average annual effective yield is not reflective of what an investor in shares of our common stock will realize on its investment because it does not reflect changes in the market value of our stock, our utilization of debt capital in our capital structure, our expenses or any sales load paid by an investor.

Previous wording

(c)The average EBITDA is calculated using a simple average for the LMM portfolio and a weighted-average for the Private Loan portfolio. These calculations exclude certain portfolio companies, including six LMM portfolio companies and seven Private Loan portfolio companies, as EBITDA is not a meaningful valuation metric for our 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.

Current wording

(c)The average EBITDA is calculated using a simple average for the LMM portfolio and a weighted-average for the Private Loan portfolio. These calculations exclude certain portfolio companies, including six LMM portfolio companies and six Private Loan portfolio companies, as EBITDA is not a meaningful valuation metric for our 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.

Previous wording

(a)As of March 31, 2025, we had equity ownership in all of our LMM portfolio companies, and the average fully diluted equity ownership in those portfolio companies was 39%.

Current wording

(a)As of December 31, 2024, we had equity ownership in all of our LMM portfolio companies, and the average fully diluted equity ownership in those portfolio companies was 38%.

Previous wording

For the three months ended March 31, 2025 and 2024, we achieved an annualized total return on investments of 16.0% and 16.7%, respectively. For the year ended December 31, 2024, we achieved a total return on investments of 17.9%. Total return on investments is calculated using the interest, dividend and fee income, as well as the realized and unrealized change in fair value of the Investment Portfolio for the specified period. Our total return on investments is not reflective of what an investor in shares of our common stock will realize on its investment because it does not reflect changes in the market value of our stock, our utilization of debt capital in our capital structure, our expenses or any sales load paid by an investor.

Current wording

For the three months ended June 30, 2025 and 2024, we achieved an annualized total return on investments of 16.4% and 15.7%, respectively. For each of the six months ended June 30, 2025 and 2024, we achieved an annualized total return on investments of 16.2%. For the year ended December 31, 2024, we achieved a total return on investments of 17.9%. Total return on investments is calculated using the interest, dividend and fee income, as well as the realized and unrealized change in fair value of the Investment Portfolio for the specified period. Our total return on investments is not reflective of what an investor in shares of our common stock will realize on its investment because it does not reflect changes in the market value of our stock, our utilization of debt capital in our capital structure, our expenses or any sales load paid by an investor.

Previous wording

As of March 31, 2025, we had Middle Market portfolio investments in 13 portfolio companies, collectively totaling $128.3 million in fair value and $151.4 million in cost basis, which comprised 2.5% and 3.5% of our Investment Portfolio at fair value and cost, respectively. As of December 31, 2024, we had Middle Market portfolio investments in 15 portfolio companies, collectively totaling $155.3 million in fair value and $195.0 million in cost basis, which comprised 3.1% and 4.6% of our Investment Portfolio at fair value and cost, respectively.

Current wording

As of June 30, 2025, we had Middle Market portfolio investments in 12 portfolio companies, collectively totaling $108.7 million in fair value and $134.2 million in cost basis, which comprised 2.1% and 3.1% of our Investment Portfolio at fair value and cost, respectively. As of December 31, 2024, we had Middle Market portfolio investments in 15 portfolio companies, collectively totaling $155.3 million in fair value and $195.0 million in cost basis, which comprised 3.1% and 4.6% of our Investment Portfolio at fair value and cost, respectively.

Previous wording

As of March 31, 2025, we had Other Portfolio investments in 31 entities, spread across 12 investment managers, collectively totaling $134.5 million in fair value and $132.7 million in cost basis, which comprised 2.7% and 3.1% of our Investment Portfolio at fair value and cost, respectively. As of December 31, 2024, we had Other Portfolio investments in 31 entities, spread across 12 investment managers, collectively totaling $124.1 million in fair value and $122.5 million in cost basis, which comprised 2.5% and 2.9% of our Investment Portfolio at fair value and cost, respectively.

Current wording

As of June 30, 2025, we had Other Portfolio investments in 32 entities, spread across 12 investment managers, collectively totaling $122.7 million in fair value and $126.0 million in cost basis, which comprised 2.4% and 2.9% of our Investment Portfolio at fair value and cost, respectively. As of December 31, 2024, we had Other Portfolio investments in 31 entities, spread across 12 investment managers, collectively totaling $124.1 million in fair value and $122.5 million in cost basis, which comprised 2.5% and 2.9% of our Investment Portfolio at fair value and cost, respectively.

Previous wording

As previously discussed in Note A.1. — Organization and Basis of Presentation — Organization, we hold an investment in the External Investment Manager, a wholly-owned subsidiary that is treated as a portfolio investment. As of March 31, 2025, this investment had a fair value of $238.2 million and a cost basis of $29.5 million, which comprised 4.7% and 0.7% of our Investment Portfolio at fair value and cost, respectively. As of December 31, 2024, this investment had a fair value of $246.0 million and a cost basis of $29.5 million, which comprised 5.0% and 0.7% of our Investment Portfolio at fair value and cost, respectively.

Current wording

As previously discussed in Note A.1. — Organization and Basis of Presentation — Organization, we hold an investment in the External Investment Manager, a wholly-owned subsidiary that is treated as a portfolio investment. As of June 30, 2025, this investment had a fair value of $272.6 million and a cost basis of $29.5 million, which comprised 5.4% and 0.7% of our Investment Portfolio at fair value and cost, respectively. As of December 31, 2024, this investment had a fair value of $246.0 million and a cost basis of $29.5 million, which comprised 5.0% and 0.7% of our Investment Portfolio at fair value and cost, respectively.

Previous wording

The most significant determination inherent in the preparation of our consolidated financial statements is the valuation of our Investment Portfolio and the related amounts of unrealized appreciation and depreciation. We consider this determination to be a critical accounting estimate, given the significant judgments and subjective measurements required. As of both March 31, 2025 and December 31, 2024, our Investment Portfolio valued at fair value represented 96% of our total assets. We are required to report our investments at fair value. We follow the provisions of FASB 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 us 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 included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q for a detailed discussion of our Investment Portfolio valuation process and procedures.

Current wording

The most significant determination inherent in the preparation of our consolidated financial statements is the valuation of our Investment Portfolio and the related amounts of unrealized appreciation and depreciation. We consider this determination to be a critical accounting estimate, given the significant judgments and subjective measurements required. As of both June 30, 2025 and December 31, 2024, our Investment Portfolio valued at fair value represented 96% of our total assets. We are required to report our investments at fair value. We follow 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 us 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 included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q for a detailed discussion of our Investment Portfolio valuation process and procedures.

Previous wording

We hold certain debt and preferred equity instruments in our 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 (as discussed in Note B.10. — Summary of Significant Accounting Policies — Income Taxes 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 we may not have collected the PIK interest and cumulative dividends in cash. We stop accruing PIK interest and cumulative dividends and write off any accrued and uncollected interest and dividends in arrears when we determine that such PIK interest and dividends in arrears are no longer collectible. For the three months ended March 31, 2025 and 2024, (i) 2.9% and 3.2%, respectively, of our total investment income was attributable to PIK interest income not paid currently in cash and (ii) 0.5% and 0.3%, respectively, of our total investment income was attributable to cumulative dividend income not paid currently in cash.

Current wording

We hold certain debt and preferred equity instruments in our 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 (as discussed in Note B.10. — Summary of Significant Accounting Policies — Income Taxes 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 we may not have collected the PIK interest and cumulative dividends in cash. We stop accruing PIK interest and cumulative dividends and write off any accrued and uncollected interest and dividends in arrears when we determine that such PIK interest and dividends in arrears are no longer collectible. For the three months ended June 30, 2025 and 2024, (i) 2.3% and 3.7%, respectively, of our total investment income was attributable to PIK interest income not paid currently in cash and (ii) 0.9% and 0.5%, respectively, of our total investment income was attributable to cumulative dividend income not paid currently in cash. For the six months ended June 30, 2025 and 2024, 2.6% and 3.5%, respectively, of our total investment income was attributable to PIK interest income not paid currently in cash. For the six months ended June 30, 2025 and 2024, 0.7% and 0.4%, respectively, of our total investment income was attributable to cumulative dividend income not paid currently in cash.

Previous wording

The following tables summarize the composition of our total combined LMM, Private Loan and Middle Market portfolio investments at cost and fair value by type of investment as a percentage of the total combined LMM, Private Loan and Middle Market portfolio investments as of March 31, 2025 and December 31, 2024 (this information excludes Other Portfolio investments and the External Investment Manager).

Current wording

The following tables summarize the composition of our total combined LMM, Private Loan and Middle Market portfolio investments at cost and fair value by type of investment as a percentage of the total combined LMM, Private Loan and Middle Market portfolio investments as of June 30, 2025 and December 31, 2024 (this information excludes Other Portfolio investments and the External Investment Manager, which are discussed above).

Previous wording

Our LMM, Private Loan 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 our Investment Portfolio. Please see Item 1A. Risk Factors — Risks Related to our Investments contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 for a more complete discussion of the risks involved with investing in our Investment Portfolio.

Current wording

Our LMM, Private Loan 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 our Investment Portfolio. Please see Item 1A. Risk Factors contained in Part II of this Form 10-Q for further information.

Previous wording

As of March 31, 2025, investments on non-accrual status comprised 1.7% of our total Investment Portfolio at fair value and 4.5% at cost. As of December 31, 2024, investments on non-accrual status comprised 0.9% of our total Investment Portfolio at fair value and 3.5% at cost.

Current wording

As of June 30, 2025, investments on non-accrual status comprised 2.1% of our total Investment Portfolio at fair value and 5.0% at cost. As of December 31, 2024, investments on non-accrual status comprised 0.9% of our total Investment Portfolio at fair value and 3.5% at cost.

Previous wording

Set forth below is a comparison of the results of operations, and a reconciliation of net investment income to distributable net investment income, for the three months ended March 31, 2025 and 2024.

Current wording

Set forth below is a comparison of the results of operations, and a reconciliation of net investment income to distributable net investment income, for the three months ended June 30, 2025 and 2024. All prior period net investment income, net investment income per share, distributable net investment income and distributable net investment income per share amounts presented in this section have been retrospectively adjusted to conform to the current presentation. See Note A.3. — Organization and Basis of Presentation — Revisions to the Presentation of Previously Issued Financial Statements for details.

Previous wording

Total investment income for the three months ended March 31, 2025 was $137.0 million, a 4% increase from the $131.6 million of total investment income for the corresponding period of 2024. The following table provides a summary of the changes in the comparable period activity.

Current wording

Total investment income for the three months ended June 30, 2025 was $144.0 million, a 9% increase from the $132.2 million of total investment income for the corresponding period of 2024. The following table provides a summary of the changes in the comparable period activity.

Previous wording

(a)The decrease in interest income was primarily due to (i) an increase in investments on non-accrual status and (ii) a decrease in interest rates on floating rate Investment Portfolio debt investments primarily resulting from decreases in benchmark index rates, partially offset by higher average levels of income producing Investment Portfolio debt investments.

Current wording

(a)The increase in interest income was primarily due to higher average levels of income producing Investment Portfolio debt investments, partially offset by (i) an increase in investments on non-accrual status and (ii) a decrease in interest rates on floating rate Investment Portfolio debt investments primarily resulting from decreases in benchmark index rates.

Previous wording

Total expenses for the three months ended March 31, 2025 were $47.2 million, a 13% increase from the $41.8 million in the corresponding period of 2024. The following table provides a summary of the changes in the comparable period activity.

Current wording

Total expenses for the three months ended June 30, 2025 were $50.6 million, a 13% increase from the $44.9 million in the corresponding period of 2024. The following table provides a summary of the changes in the comparable period activity.

Previous wording

(a)The increase in interest expense was primarily related to (i) an increased weighted-average interest rate on our debt obligations resulting from the issuance of the March 2029 Notes and the June 2027 Notes and the repayment at maturity of the May 2024 Notes (each as defined in the Liquidity and Capital Resources section below) and (ii) an increase in average borrowings outstanding used to fund a portion of the growth of our Investment Portfolio, partially offset by a decrease in the weighted-average interest rate on our floating rate multi-year revolving credit facility (the “Corporate Facility”) and special purpose vehicle revolving credit facility (the “SPV Facility” and, together with the Corporate Facility, the “Credit Facilities”), resulting from decreases in the benchmark index interest rates.

Current wording

(c)The increase in interest expense was primarily related to (i) an increase in average borrowings outstanding used to fund a portion of the growth of our Investment Portfolio and (ii) an increased weighted-average interest rate on our debt obligations resulting from the issuance of the June 2027 Notes and the repayment at maturity of the May 2024 Notes (each as defined in the Liquidity and Capital Resources section below), partially offset by a decrease in the weighted-average interest rate on our Credit Facilities (as defined in the Liquidity and Capital Resources section below) resulting from decreases in the benchmark index interest rates and decreases to the applicable margin rates related to the amendments of our Credit Facilities in April 2025.

Previous wording

Net investment income for the three months ended March 31, 2025 was $89.8 million, or $1.01 per share, compared to net investment income of $89.8 million, or $1.05 per share, in the corresponding period of 2024. The decrease in net investment income per share reflects the impact of the increase in weighted-average shares outstanding for the three months ended March 31, 2025, primarily due to shares issued since the beginning of the comparable period of the prior year through our (i) at-the-market program (“ATM Program”), (ii) dividend reinvestment plan and (iii) equity incentive plans. The decrease in net investment income on a per share basis also includes a $0.06 per share decrease in investment income considered less consistent or non-recurring in nature.

Current wording

Net investment income for the three months ended June 30, 2025 increased 5% to $88.2 million, or $0.99 per share, compared to net investment income of $83.9 million, or $0.97 per share, in the corresponding period of 2024. The increase in net investment income per share reflects the impact of the increase in weighted-average shares outstanding for the three months ended June 30, 2025, primarily due to shares issued since the beginning of the comparable period of the prior year through our (i) at-the-market program (“ATM Program”), (ii) dividend reinvestment plan and (iii) equity incentive plans. The increase in net investment income on a per share basis also includes a $0.02 per share increase from items considered less consistent or non-recurring in nature, including a $0.03 per share increase in investment income and a $0.01 per share increase in deferred compensation expense.

Previous wording

Distributable net investment income for the three months ended March 31, 2025 increased 0.5% to $94.8 million, or $1.07 per share, compared to $94.4 million, or $1.11 per share, in the corresponding period of 2024. The increase in distributable net investment income was primarily due to an increase in share-based compensation expense, partially offset by a decrease in deferred compensation expense. The decrease in distributable net investment income per share reflects the impact of the increase in weighted-average shares outstanding for the three months ended March 31, 2025, as discussed above. The decrease in distributable net investment income on a per share basis also includes a $0.06 per share decrease in investment income considered less consistent or non-recurring in nature.

Current wording

Distributable net investment income for the three months ended June 30, 2025 increased 6% to $94.3 million, or $1.06 per share, compared to $88.9 million, or $1.03 per share, in the corresponding period of 2024. The increase in distributable net investment income was primarily due to (i) the increase in net investment income as discussed above, (ii) an increase in deferred compensation expense and (iii) an increase in share-based compensation expense. The increase in distributable net investment income per share reflects the impact of the increase in weighted-average shares outstanding for the three months ended June 30, 2025, as discussed above. The increase in distributable net investment income on a per share basis also includes a $0.03 per share increase in investment income considered less consistent or non-recurring in nature.

Previous wording

The following table provides a summary of the primary components of the total net realized loss on investments of $29.5 million for the three months ended March 31, 2025.

Current wording

The following table provides a summary of the primary components of the total net realized gain on investments of $52.4 million for the three months ended June 30, 2025.

Previous wording

(a)Other activity includes realized gains and losses from transactions involving 11 portfolio companies which are not considered to be significant individually or in the aggregate.

Current wording

(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.

Previous wording

(a)Includes unrealized appreciation on 35 LMM portfolio investments and unrealized depreciation on 20 LMM portfolio investments.

Current wording

(a)Includes unrealized appreciation on 36 LMM portfolio investments and unrealized depreciation on 26 LMM portfolio investments.

Previous wording

The net increase in net assets resulting from operations for the three months ended March 31, 2025 was $116.1 million, or $1.31 per share, compared to $107.1 million, or $1.26 per share, during the three months ended March 31, 2024. 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, 2025 as compared to the three months ended March 31, 2024.

Current wording

The net increase in net assets resulting from operations for the three months ended June 30, 2025 was $122.5 million, or $1.37 per share, compared to $102.7 million, or $1.19 per share, during the three months ended June 30, 2024. 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 June 30, 2025 as compared to the three months ended June 30, 2024.

Previous wording

(b)The increase in dividend income from Investment Portfolio equity investments was primarily a result of (i) an increase of $13.1 million in dividend income from our LMM portfolio companies and (ii) an increase of $1.2 million in dividend income from our Private Loan portfolio companies, partially offset by (i) a decrease of $0.6 million in dividend income from our Other Portfolio investments and (ii) a decrease of $0.5 million in dividend income from our External Investment Manager.

Current wording

(b)The increase in dividend income was primarily a result of (i) an increase of $24.6 million in dividend income from our LMM portfolio companies and (ii) an increase $1.8 million in dividend income from our Private Loan portfolio companies, partially offset by (i) a decrease of $1.0 million in dividend income from our External Investment Manager and (ii) a decrease of $0.9 million in dividend income from our Other Portfolio investments.

Previous wording

(c)The decrease in fee income was primarily related to (i) a $3.6 million decrease from lower exit, prepayment and amendment activity and (ii) a $2.1 million decrease in fees related to decreased investment activity.

Current wording

(c)The decrease in fee income was primarily related to (i) a $4.0 million decrease from lower exit, prepayment and amendment activity and (ii) a $1.9 million decrease in fees related to decreased investment activity.

Previous wording

(d)The increase in total investment income includes a net reduction of $5.2 million in certain income considered less consistent or non-recurring, including (i) a $3.5 million decrease in such fee income, (ii) a $1.2 million decrease in such dividend income and (iii) a $0.5 million decrease in such interest income from accelerated prepayment, repricing and other activity related to certain Investment Portfolio debt investments.

Current wording

(d)The increase in total investment income includes a net decrease of $2.1 million in certain income considered less consistent or non-recurring, including a $4.2 million decrease in such fee income, partially offset by (i) a $1.9 million increase in such dividend income and (ii) a $0.2 million increase in such interest income from accelerated prepayment, repricing and other activity related to certain Investment Portfolio debt investments.

Previous wording

The following table provides a summary of the total net unrealized appreciation of $63.2 million for the three months ended March 31, 2025.

Current wording

The following table provides a summary of the total net unrealized appreciation of $44.2 million for the six months ended June 30, 2025:

Previous wording

For the three months ended March 31, 2025, we realized a net increase in cash and cash equivalents of $30.9 million, which is the net result of $20.4 million of cash used in our operating activities and $51.3 million of cash provided by our financing activities.

Current wording

For the six months ended June 30, 2025, we realized a net increase in cash and cash equivalents of $8.7 million, which is the net result of $82.1 million of cash provided by our operating activities and $73.4 million of cash used in our financing activities.

Previous wording

The $20.4 million of cash used in our operating activities resulted primarily from (i) cash uses totaling $242.7 million for the funding of new and follow-on portfolio investments and (ii) $26.7 million in cash uses related to other assets and liabilities, partially offset by (i) cash proceeds totaling $164.5 million from the sales and repayments of debt investments and sales and return of capital from equity investments and (ii) cash flows that we generated from the operating profits earned totaling $87.2 million, which is our distributable net investment income, excluding the non-cash effects of the accretion of unearned income, payment-in-kind interest income, cumulative dividends and the amortization expense for deferred financing costs.

Current wording

The $82.1 million of cash provided by our operating activities resulted primarily from (i) cash proceeds totaling $573.3 million from the sales and repayments of debt investments and sales and return of capital from equity investments and (ii) cash flows that we generated from the operating profits earned totaling $168.7 million, which is our distributable net investment income, excluding the non-cash effects of the accretion of unearned income, payment-in-kind interest income, cumulative dividends and the amortization expense for deferred financing costs, partially offset by (i) cash uses totaling $646.0 million for the funding of new and follow-on portfolio investments and (ii) $14.3 million in cash uses related to other assets and liabilities.

Previous wording

The $51.3 million of cash provided by our financing activities principally consisted of (i) $130.0 million in net borrowings from our Credit Facilities and (ii) $5.2 million in net cash proceeds from equity offerings from our ATM Program, partially offset by $83.9 million in dividends paid to our stockholders.

Current wording

The $73.4 million of cash used in our financing activities principally consisted of (i) $168.1 million in dividends paid to our stockholders, (ii) $10.0 million in purchases of vested stock for employee payroll tax withholdings and (iii) $4.4 million in deferred financing costs, partially offset by (i) $93.0 million in net borrowings from our Credit Facilities and (ii) $16.0 million in net cash proceeds from equity offerings from our ATM Program.

Previous wording

As of March 31, 2025, we had $109.2 million in cash and cash equivalents and $1.193 billion of unused capacity under our Credit Facilities which we maintain to support our investment and operating activities. As of March 31, 2025, our NAV totaled $2.84 billion, or $32.03 per share.

Current wording

As of June 30, 2025, we had $87.0 million in cash and cash equivalents and $1.264 billion of unused capacity under our Credit Facilities (as defined below) which we maintain to support our investment and operating activities. As of June 30, 2025, our NAV totaled $2.9 billion, or $32.30 per share.

Previous wording

As of March 31, 2025, we had $338.0 million outstanding and $769.3 million of undrawn commitments under our Corporate Facility, and $176.0 million outstanding and $424.0 million of undrawn commitments under our SPV Facility, both of which we estimated approximated fair value. Availability under our Credit Facilities is subject to certain leverage and borrowing base limitations, various covenants, reporting requirements and other customary requirements for similar credit facilities.

Current wording

As of June 30, 2025, we had $301.0 million outstanding and $840.1 million of undrawn commitments under our floating rate multi-year revolving credit facility (the “Corporate Facility”), and we, through MSCC Funding, had $176.0 million outstanding and $424.0 million of undrawn commitments under our special purpose vehicle revolving credit facility (the “SPV Facility” and, together with the Corporate Facility, the “Credit Facilities”), both of which we estimated approximated fair value. Availability under our Credit Facilities is subject to certain leverage and borrowing base limitations, various covenants, reporting requirements and other customary requirements for similar credit facilities.

Previous wording

In April 2025, we entered into an amendment to our Corporate Facility to, among other things: (i) decrease the interest rate to the applicable SOFR plus a credit spread adjustment of 0.10% plus (a) 1.775% prior to satisfying certain step-down conditions or (b) 1.65% after satisfying certain step-down conditions, (ii) increase the revolving commitments to $1.145 billion, (iii) increase the accordion feature providing us with the right to request increases in commitments under the facility from new and existing lenders on the same terms and conditions as the existing commitments to up to a total of $1.718 billion and (iv) extend the revolving period and final maturity date through April 2029 and to April 2030, respectively.

Current wording

In April 2025, we entered into an amendment to our Corporate Facility to, among other things: (i) decrease the interest rate to the applicable Term Secured Overnight Financing Rate (“SOFR”) plus a credit spread adjustment of 0.10% plus (a) 1.775% prior to satisfying certain step-down conditions or (b) 1.65% after satisfying certain step-down conditions, (ii) increase the revolving commitments to $1.145 billion, (iii) increase the accordion feature providing us with the right to request increases in commitments under the facility from new and existing lenders on the same terms and conditions as the existing commitments to up to a total of $1.718 billion and (iv) extend the revolving period and final maturity date through April 2029 and to April 2030, respectively.

Previous wording

Through the Funds, we have the ability to issue SBIC debentures guaranteed by the SBA at favorable interest rates and favorable terms and conditions. Under existing SBIC regulations, SBA-approved SBICs under common control have the ability to issue debentures guaranteed by the SBA up to a regulatory maximum amount of $350.0 million. On March 1, 2024, we repaid $63.8 million of SBIC debentures that had reached maturity, which reduced our total outstanding SBIC debentures to $286.2 million. Subsequently, on September 12, 2024, we borrowed an additional $63.8 million of SBIC debentures, which increased our total outstanding SBIC debentures to $350.0 million. Under existing SBA-approved commitments, we had $350.0 million of outstanding SBIC debentures guaranteed by the SBA as of March 31, 2025 through our wholly-owned SBICs, which bear a weighted-average annual fixed interest rate of 3.3%, paid semiannually, and mature ten years from issuance. The first maturity related to our SBIC debentures occurs in March 2027, and the weighted-average remaining duration is 5.4 years as of March 31, 2025. Debentures guaranteed by the SBA have fixed interest rates that equal prevailing 10-year Treasury Note rates plus a market spread and have a maturity of ten years with interest payable semiannually. The principal amount of the debentures is not required to be paid before maturity, but may be pre-paid at any time with no prepayment penalty. We expect to maintain SBIC debentures under the SBIC program in the future, subject to periodic repayments and borrowings, in an amount up to the regulatory maximum amount for affiliated SBIC funds.

Current wording

Through the Funds, we have the ability to issue SBIC debentures guaranteed by the SBA at favorable interest rates and favorable terms and conditions. Under existing SBIC regulations, SBA-approved SBICs under common control have the ability to issue debentures guaranteed by the SBA up to a regulatory maximum amount of $350.0 million. Under existing SBA-approved commitments, we had $350.0 million of outstanding SBIC debentures guaranteed by the SBA as of June 30, 2025 through our wholly-owned SBICs, which bear a weighted-average annual fixed interest rate of 3.3%, paid semiannually, and mature ten years from issuance. The first maturity related to our SBIC debentures occurs in March 2027, and the weighted-average remaining duration is 5.1 years as of June 30, 2025. Debentures guaranteed by the SBA have fixed interest rates that equal prevailing 10-year Treasury Note rates plus a market spread and have a maturity of ten years with interest payable semiannually. The principal amount of the debentures is not required to be paid before maturity, but may be pre-paid at any time with no prepayment penalty. We expect to maintain SBIC debentures under the SBIC program in the future, subject to periodic repayments and borrowings, in an amount up to the regulatory maximum amount for affiliated SBIC funds.