Main Street Capital CORP
For the period ended Dec 31, 2025. Filed Feb 27, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Feb 27, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-02-28.
0001396440-25-000018
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-02-27.
0001396440-26-000016
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 119 previous paragraphs and 120 current paragraphs.
42 unchanged; 64 reworded; 11 added; 12 removed; 1 previous and 3 current paragraphs rearranged.
Tables are not compared: 13 previous and 13 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (11)
Current report
As of December 31, 2025, we had Middle Market portfolio investments in 11 portfolio companies, collectively totaling $83.5 million in fair value and $120.1 million in cost basis, which comprised 1.5% and 2.5% 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 report
(c)The decrease in fee income was primarily related to a decrease in fee income of $3.8 million from lower exit, prepayment and amendment activity, partially offset by an increase in fee income of $1.1 million from increased investment activity.
Current report
NM— Net Change % not meaningful
Current report
Net Realized Gain
Current report
Net Unrealized Appreciation
Current report
Income Taxes
Current report
Main Street’s income taxes include excise tax expense at MSCC and federal and state income and other tax expenses at the Taxable Subsidiaries. MSCC has elected to be treated for U.S. federal income tax purposes as a RIC. MSCC’s taxable income includes the taxable income generated by MSCC and certain of its subsidiaries, including the Funds and Structured Subsidiaries, which are treated as disregarded entities for tax purposes. As a result of its investment activities and dividend policy and activities, MSCC 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 year ended December 31, 2025 when compared to the prior year is due to a reduction in our estimated undistributed taxable income at MSCC, which is taxed at a 4% rate. The net investment income related federal and state income and other tax expenses increase for the year ended December 31, 2025 when compared to the prior year is due to increases in taxable net investment income at the Taxable Subsidiaries.
Current report
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 our investments owned by the Taxable Subsidiaries.
Current report
In September 2025, we repaid the entire $100.0 million principal amount of the issued and outstanding 7.84% unsecured notes and the entire $50.0 million principal amount of the issued and outstanding 7.53% unsecured notes (collectively, the “December 2025 Notes”) prior to maturity at par value plus the accrued and unpaid interest.
Current report
(1)Future interest payments on our Credit Facilities have not been included, as these amounts fluctuate over time depending on the current interest rates and amounts outstanding.
Current report
In February 2026, we expanded the total commitments under our Corporate Facility by $30.0 million to $1.175 billion. The increase in total commitments was the result of the addition of a new lender relationship, which further diversifies our lender group.
Removed paragraphs (12)
Previous report
(c)The increase in fee income was primarily related to (i) a $5.7 million increase in fees related to increased investment activity and (ii) a $2.6 million increase from the refinancing and prepayment of debt investments.
Previous report
(e)The increase in expenses allocated to the External Investment Manager was primarily related to (i) increased overall operating costs at Main Street, (ii) the positive operating results from the assets managed for clients of the External Investment Manager and (iii) an increase in assets under management.
Previous report
Net Realized Gain (Loss)
Previous report
Net Unrealized Appreciation (Depreciation)
Previous report
Income Tax Provision
Previous report
The income tax provision for the year ended December 31, 2024 of $30.6 million principally consisted of (i) a deferred tax provision of $22.3 million, which is primarily the result of the net activity relating to our portfolio investments held in our Taxable Subsidiaries, including changes in loss and interest expense carryforwards, changes in net unrealized appreciation/depreciation and other temporary book-tax differences and (ii) a current tax provision of $8.4 million related to a $5.9 million provision for excise tax on our estimated undistributed taxable income and a $2.5 million provision for current U.S. federal and state income taxes.
Previous report
The income tax provision for the year ended December 31, 2023 of $22.6 million principally consisted of (i) a deferred tax provision of $16.0 million and (ii) a current tax provision of $6.6 million primarily related to a $3.4 million provision for current U.S. federal and state income taxes and a $3.2 million provision for excise tax on our estimated undistributed taxable income.
Previous report
In December 2022, we issued $100.0 million in aggregate principal amount of 7.84% Series A unsecured notes due December 23, 2025 (the “December 2025 Notes”). In February 2023, we issued an additional $50.0 million in aggregate principal amount of the December 2025 Notes bearing interest at a fixed rate of 7.53% per year. The outstanding aggregate principal amount of the December 2025 Notes as of December 31, 2024 and 2023 was $150.0 million.
Previous report
As of December 31, 2024, we had $208.0 million in borrowings outstanding under our Corporate Facility, $14.1 million of which is scheduled to mature in August 2027 and $193.9 million of which is scheduled to mature in June 2029, refer to Note E — Debt included in Item 8. Consolidated Financial Statements and Supplementary Dataof this Annual Report on Form 10-K. As of December 31, 2024, we had $176.0 million in borrowings outstanding under our SPV Facility, and the SPV Facility is scheduled to mature in September 2029.
Previous report
In January 2025, MSC Income completed a follow-on public offering of 6,325,000 shares of its common stock (including the exercise of the underwriters’ overallotment option) at the public offering price of $15.53 per share (the “MSIF Public Offering”). In connection with the MSIF Public Offering, MSC Income’s shares of common stock began trading on the New York Stock Exchange under the ticker symbol “MSIF.”
Previous report
We purchased 289,761 shares of MSC Income common stock in the MSIF Public Offering at the public offering price of $15.53. Additionally, following the closing of the MSIF Public Offering, we entered into a share purchase plan to purchase up to $20.0 million in the aggregate of shares of MSC Income common stock in the open market for a twelve-month period beginning in March 2025, at times when the market price per share of MSC Income common stock is trading below the most recently reported NAV per share of MSC Income’s common stock by certain pre-determined levels (including any updates, corrections or adjustments publicly announced by MSC Income to any previously announced NAV per share). The purchases of shares of MSC Income common stock pursuant to the share purchase plan are intended to satisfy the conditions of Rule 10b5-1 and Rule 10b-18 under the Exchange Act and will otherwise be subject to applicable law, including Regulation M, which may prohibit purchases under certain circumstances. MSC Income also entered into a share repurchase plan to purchase up to $65.0 million in the aggregate of its common stock in the open market with terms and conditions substantially similar to our share purchase plan for shares of MSC Income common stock, and daily purchases under the two plans, if any, are expected to be split pro rata (or as close thereto as reasonably possible) between us and MSC Income based on the respective plan sizes. In connection with our potential acquisition in excess of 3% of MSC Income’s outstanding shares of common stock as a result of any purchases pursuant to our share purchase plan for shares of MSC Income common stock or otherwise, we entered into a Fund of Funds Investment Agreement with MSC Income. The Fund of Funds Investment Agreement provides for the acquisition by us of MSC Income’s shares of common stock, and MSC Income’s sale of such shares to us, in a manner consistent with the requirements of Rule 12d1-4 under the 1940 Act.
Previous report
Additionally, in connection with the listing, the External Investment Manager and MSC Income entered into an Amended and Restated Investment Advisory and Administrative Services Agreement to, among other things, (i) reduce the annual base management fees payable by MSC Income to 1.5% of its average total assets (including cash and cash equivalents), payable in arrears (with additional future contractual reductions based upon changes to MSC Income’s investment portfolio composition), (ii) reduce to 17.5% the subordinated incentive fee on pre-incentive fee net investment income above a specified investment return hurdle rate payable by MSC Income, subject to a 50% / 50% catch-up feature, (iii) reduce to 17.5% and reset the incentive fee on cumulative net realized capital gains payable by MSC Income and (iv) establish a cap on the amount of expenses payable by MSC Income relating to certain internal administrative services, which varies based on the value of MSC Income’s total assets.
Reworded paragraphs (64)
Previous wording
The following tables provide a summary of our investments in the LMM, Private Loan and Middle Market portfolios as of December 31, 2024 and 2023 (this information excludes Other Portfolio investments and the External Investment Manager which are discussed further below).
Current wording
A summary of our LMM and Private Loan portfolio investments as of December 31, 2025 and 2024 is as follows (this information excludes Middle Market portfolio investments, Other Portfolio investments and the External Investment Manager, which are discussed further below):
Previous wording
(a)As of December 31, 2023, we had equity ownership in all of our LMM portfolio companies, and the average fully diluted equity ownership in those portfolio companies was 40%.
Current wording
(a)As of December 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 37%.
Previous wording
(b)The weighted-average annual effective yields were computed using the effective interest rates for all debt investments as of December 31, 2023, 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 December 31, 2023. The weighted-average annual effective yield on our debt portfolio as of December 31, 2023, including debt investments on non-accrual status, was 12.9% for our LMM portfolio, 12.5% for our Private Loan portfolio and 10.8% for our Middle Market 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 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 our debt portfolio as of December 31, 2025, including debt investments on non-accrual status, was 12.0% for our LMM portfolio investments and 10.1% for our Private Loan portfolio investments. 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 and Middle Market portfolios. These calculations exclude certain portfolio companies, including two LMM portfolio companies and two 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.
Current wording
(c)The average EBITDA is calculated using a simple average for LMM portfolio companies and a weighted-average for Private Loan portfolio companies. These calculations exclude certain portfolio companies, including five 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
(b)The weighted-average annual effective yields were computed using the effective interest rates for all debt investments as of December 31, 2024, 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 December 31, 2024. The weighted-average annual effective yield on our debt portfolio as of December 31, 2024, including debt investments on non-accrual status, was 12.3% for our LMM portfolio, 11.5% for our Private Loan portfolio and 10.1% for our Middle Market 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 December 31, 2024, 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, 2024. The weighted-average annual effective yield on our debt portfolio as of December 31, 2024, including debt investments on non-accrual status, was 12.3% for our LMM portfolio investments and 11.5% for our Private Loan portfolio investments. 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 and Middle Market portfolios. These calculations exclude certain portfolio companies, including five LMM portfolio companies, five Private Loan portfolio companies and two Middle Market 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 LMM portfolio companies and a weighted-average for Private Loan portfolio companies. These calculations exclude certain portfolio companies, including five LMM portfolio companies and five 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
For the years ended December 31, 2024 and 2023, we achieved a total return on investments of 17.9% and 16.3%, respectively. 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 years ended December 31, 2025 and 2024, we achieved a total return on investments of 16.4% and 17.9%, respectively. 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. 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 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 and which comprised 2.5% and 2.9% of our Investment Portfolio at fair value and cost, respectively. As of December 31, 2023, we had Other Portfolio investments in 30 entities, spread across 13 investment managers, collectively totaling $142.0 million in fair value and $149.1 million in cost basis and which comprised 3.3% and 4.0% of our Investment Portfolio at fair value and cost, respectively.
Current wording
As of December 31, 2025, we had Other Portfolio investments in 33 entities, spread across 13 investment managers, collectively totaling $134.1 million in fair value and $141.6 million in cost basis, which comprised 2.4% and 3.0% 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 Item 1. Business — Overview of Our Businessof this Annual Report on Form 10-K, we hold an investment in the External Investment Manager, a wholly-owned subsidiary that is treated as a portfolio investment. 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. As of December 31, 2023, this investment had a fair value of $174.1 million and a cost basis of $29.5 million, which comprised 4.1% and 0.8% of our Investment Portfolio at fair value and cost, respectively.
Current wording
As previously discussed in Item 1. Business — Overview of Our Businessof this Annual Report on Form 10-K, we hold an investment in the External Investment Manager, a wholly-owned subsidiary that is treated as a portfolio investment. As of December 31, 2025, this investment had a fair value of $255.0 million and a cost basis of $29.5 million, which comprised 4.6% and 0.6% 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 preparation of financial statements and related disclosures in conformity with generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and contingent assets and liabilities at 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 our current and future financial condition and results of operations.
Current wording
The preparation of financial statements and related disclosures in conformity with 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 our current and future financial condition and results of operations.
Previous wording
Management has discussed the development and selection of each critical accounting policy and estimate with the Audit Committee of the Board of Directors. Our critical accounting policies and estimates include the Investment Portfolio Valuation and Revenue Recognition policies described below. Our significant accounting policies are described in greater detail in Note B — Summary of Significant Accounting Policies to the consolidated financial statements included in Item 8. Consolidated Financial Statements and Supplementary Data of this Annual Report on Form 10-K.
Current wording
Management has discussed the development and selection of each critical accounting policy and estimate with the Audit Committee of the Board of Directors. Our critical accounting policies and estimates include the Investment Portfolio Valuation and Revenue Recognition policies described below. Our 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 8. Consolidated Financial Statements and Supplementary Data of this Annual Report on Form 10-K.
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 December 31, 2024 and 2023, 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 8. Consolidated Financial Statements and Supplementary Data of this Annual Report on Form 10-K 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 December 31, 2025 and 2024, our Investment Portfolio valued at fair value represented 97% and 96%, respectively, of our total assets. We are required to report our investments at fair value. We follow the provisions of 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 Portfolioin the notes to the consolidated financial statements included in Item 8. Consolidated Financial Statements and Supplementary Data of this Annual Report on Form 10-K for a detailed discussion of our Valuation Procedures.
Previous wording
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. Our Board of Directors has approved policies and procedures pursuant to Rule 2a-5 (the “Valuation Procedures”) and has designated a group of our executive officers to serve as the Board of Directors’ valuation designee. We believe our Investment Portfolio as of December 31, 2024 and 2023 approximates fair value as of those dates based on the markets in which we operate and other conditions in existence on those reporting dates.
Current wording
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. Our Board of Directors has approved our Valuation Procedures and has designated the Valuation Committee to serve as the Board of Directors’ valuation designee. We believe our Investment Portfolio as of December 31, 2025 and 2024 approximates fair value as of those dates based on the markets in which we operate and other conditions in existence on those reporting dates.
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 8. Consolidated Financial Statements and Supplementary Data of this Annual Report on Form 10-K), 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 years ended December 31, 2024, 2023 and 2022 (i) 4.2%, 2.2% and 1.4%, respectively, of our total investment income was attributable to PIK interest income not paid currently in cash and (ii) 0.5%, 0.3% and 0.5%, 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 (see Note B.10. — Summary of Significant Accounting Policies — Income Taxesin the notes to the consolidated financial statements included in Item 8. Consolidated Financial Statements and Supplementary Data of this Annual Report on Form 10-K), 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 years ended December 31, 2025, 2024 and 2023 (i) 2.8%,4.2% and 2.2%, respectively, of our total investment income was attributable to PIK interest income not paid currently in cash and (ii) 0.7%,0.5% and 0.3%, 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 December 31, 2024 and 2023 (this information excludes Other Portfolio investments and the External Investment Manager).
Current wording
A summary of 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 December 31, 2025 and 2024 is as follows (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 this Annual Report on Form 10-K 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. See Item 1A. Risk Factors — Risks Related to Our Investments for a more complete discussion of the risks included with investing in our Investment Portfolio.
Previous wording
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. As of December 31, 2023, investments on non-accrual status comprised 0.6% of our total Investment Portfolio at fair value and 2.3% at cost.
Current wording
As of December 31, 2025, investments on non-accrual status comprised 1.0% of our total Investment Portfolio at fair value and 3.3% 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
The operating results of our portfolio companies are impacted by changes in the broader fundamentals of the United States economy. In periods during which the United States economy contracts, it is likely that the financial results of small to mid-sized companies, like those in which we invest, 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 our debt investments or in realized losses on our investments and to difficulty in maintaining historical dividend payment rates and unrealized appreciation on our equity investments. Consequently, we 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 our future results.
Current wording
The operating results of our 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 we invest, 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 our debt investments or in realized losses on our investments and to difficulty in maintaining historical dividend payment rates and unrealized appreciation on our equity investments. Consequently, we 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 our future results.
Previous wording
Set forth below is a comparison of the results of operations and changes in financial condition for the years ended December 31, 2024 and 2023. The comparison of, and changes between, the fiscal years ended December 31, 2023 and 2022 can be found within Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which is incorporated herein by reference.
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 and to distributable net investment income before taxes, for the years ended December 31, 2025 and 2024. The comparison of, and changes between, the fiscal years ended December 31, 2024 and 2023 can be found in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which is incorporated herein by reference. 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 in the notes to the consolidated financial statements included in Item 8. Consolidated Financial Statements and Supplementary Data of this Annual Report on Form 10-K for additional details on these adjustments.
Previous wording
(a)Distributable net investment income is net investment income as determined in accordance with U.S. GAAP, excluding the impacts of share-based compensation expense and deferred compensation expense or benefit. We believe presenting distributable net investment income and the related per share amounts is useful and appropriate supplemental disclosure for analyzing our financial performance since share-based compensation does not require settlement in cash and deferred compensation expense or benefit does not result in a net cash impact to Main Street upon settlement. However, distributable 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 our financial performance. A reconciliation of net investment income in accordance with U.S. GAAP to distributable net investment income is detailed in the table above.
Current wording
(a)Distributable net investment income is net investment income as determined in accordance with U.S. GAAP, excluding the impact of share-based compensation expense and deferred compensation expense or benefit. We believe presenting distributable net investment income and the related per share amounts is useful and appropriate supplemental disclosure for analyzing our financial performance since (i) share-based compensation does not require settlement in cash and (ii) deferred compensation expense or benefit does not result in a net cash impact to Main Street upon settlement. However, distributable 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 our financial performance. A reconciliation of net investment income in accordance with U.S. GAAP to distributable net investment income is detailed in the table above.
Previous wording
Total investment income for the year ended December 31, 2024 was $541.0 million, an 8% increase from the $500.4 million of total investment income for the prior year. The following table provides a summary of the changes in the comparable period activity.
Current wording
Total investment income for the year ended December 31, 2025 was $566.4 million, a 5% increase from the $541.0 million for the prior year. A summary of the changes in the comparable period activity is as follows:
Previous wording
(a)The increase in interest income was primarily due to (i) higher average levels of income producing Investment Portfolio debt investments and (ii) increases in weighted-average interest rates on floating rate Investment Portfolio debt investments primarily resulting from increases in market spreads, partially offset by an increase in investments on non-accrual status.
Current wording
(a)The decrease in interest income was primarily attributable to (i) a larger negative impact from investments on non-accrual status and (ii) a decrease in interest rates, primarily resulting from decreases in benchmark index interest rates on floating rate debt investments and other decreases in interest rates on existing debt investments, partially offset by higher average levels of income producing Investment Portfolio debt investments.
Previous wording
(b)The increase in dividend income from Investment Portfolio equity investments was primarily a result of an increase of $3.8 million in dividend income from our LMM portfolio companies, partially offset by (i) a decrease of $0.8 million in dividend income from our Other Portfolio investments and (ii) a decrease of $0.6 million in dividend income from our Private Loan portfolio companies.
Current wording
(b)The increase in dividend income was primarily a result of dividend income increases of (i) $42.1 million from our LMM portfolio companies and (ii) $2.4 million from our Private Loan portfolio companies, partially offset by a decrease of $0.5 million in dividend income from our Middle Market portfolio companies.
Previous wording
(d)The increase in total investment income includes a net reduction of $3.4 million in certain income considered less consistent or non-recurring, including (i) a $6.2 million decrease in such dividend income and (ii) a $0.4 million decrease in accelerated interest income from accelerated prepayment, repricing and other activity related to certain Investment Portfolio debt investments, partially offset by a $3.3 million increase in such fee income.
Current wording
(d)The increase in total investment income includes a net increase of $3.9 million in certain income considered less consistent or non-recurring, including increases of (i) $7.0 million in such dividend income and (ii) $0.9 million in such interest income from accelerated prepayment, repricing and other activity related to certain Investment Portfolio debt investments, partially offset by a $4.0 million decrease in such fee income.
Previous wording
Total expenses for the year ended December 31, 2024 were $186.0 million, a 15% increase from $161.4 million in the prior year. The following table provides a summary of the changes in the comparable period activity.
Current wording
Total expenses for the year ended December 31, 2025 were $199.7 million, a 7% increase from the $186.0 million in the prior year. A summary of the changes in the comparable period activity is as follows:
Previous wording
(a)The increase in cash compensation was primarily attributable to (i) increased base compensation rates and (ii) increased headcount to support our growing investment portfolio and asset management activities.
Current wording
(a)The increase in cash compensation was primarily attributable to increases in (i) incentive compensation accruals, (ii) headcount to support our growing Investment Portfolio and asset management activities and (iii) base compensation rates.
Previous wording
(b)The increase in general and administrative expense was primarily attributable to an increase in business development activities, technology costs and professional fees.
Current wording
(b)The increase in general and administrative expense was primarily attributable to increased expenses related to (i) business development activities and (ii) professional fees.
Previous wording
(c)The increase in interest expense was primarily related to (i) an increased weighted-average interest rate on our debt obligations resulting primarily 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 of unsecured notes used to fund a portion of the growth of our Investment Portfolio, partially offset by a decrease in average borrowing outstanding 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”).
Current wording
(c)The increase in interest expense was primarily related to increases in our (i) average borrowings outstanding used to fund a portion of the growth of our Investment Portfolio and (ii) weighted-average interest rate on our unsecured debt obligations resulting from the issuance of the March 2029 Notes, the June 2027 Notes and the August 2028 Notes and the repayment at maturity of the May 2024 Notes and early repayment of the December 2025 Notes (each as defined in the Liquidity and Capital Resources section below), partially offset by a decreased weighted-average interest rate on our Credit Facilities due to decreases in benchmark index interest rates and decreases to the applicable margin rates resulting from the amendments of our Credit Facilities in April 2025.
Previous wording
(d)The increase in share-based compensation expense was primarily attributable to an increase in incentive based grants related to incentive compensation awards issued in April 2024.
Current wording
(d)The increase in share-based compensation expense was primarily attributable to incentive compensation awards issued in April 2025.
Previous wording
Net investment income for the year ended December 31, 2024 increased 5% to $355.1 million, or $4.09 per share, compared to net investment income of $339.0 million, or $4.14 per share, in 2023. The increase in net investment income was principally attributable to the increase in total investment income, partially offset by higher operating expenses, both as discussed above. Net investment income per share reflects these changes and the impact of the increase in weighted-average shares outstanding for the year ended December 31, 2024, primarily due to shares issued through our (i) at-the-market offering program (the “ATM Program”), (ii) dividend reinvestment plan and (iii) equity incentive plans. The decrease in net investment income on a per share basis includes a $0.05 per share decrease in investment income considered less consistent or non-recurring in nature.
Current wording
Net investment income for the year ended December 31, 2025 increased 3% to $352.7 million, or $3.95 per share, compared to $341.4 million, or $3.93 per share, in 2024. The increase in net investment income is the result of the total investment income increase, partially offset by an increase in total expenses, each as discussed above. The increase in net investment income per share reflects the increase in net investment income after the impact of the increase in weighted-average shares outstanding for the year ended December 31, 2025, primarily due to shares issued through our (i) at-the-market offering program (the “ATM Program”), (ii) equity incentive plans and (iii) DRIP, in each case since the beginning of the prior year. The increase in net investment income on a per share basis also includes a $0.03 per share increase from items considered less consistent or non-recurring in nature, including a $0.04 per share increase in investment income, partially offset by a $0.01 per share increase in deferred compensation expense.
Previous wording
Distributable net investment income for the year ended December 31, 2024 increased 5% to $375.0 million, or $4.32 per share, compared to $356.8 million, or $4.36 per share, in 2023. The increase in distributable net investment income was primarily due to the increased level of total investment income, partially offset by higher operating expenses, excluding the impact of share-based compensation expense, as discussed above, and 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 year ended December 31, 2024, as discussed above. The decrease in distributable net investment income on a per share basis includes a $0.05 per share decrease in investment income considered less consistent or non-recurring in nature.
Current wording
Distributable net investment income for the year ended December 31, 2025 increased 4% to $376.0 million, or $4.21 per share, compared to $361.3 million, or $4.16 per share, in 2024. The increase in distributable net investment income was primarily due to increases in (i) net investment income as discussed above and (ii) share-based compensation expense. The increase in distributable net investment income per share reflects the increase in distributable net investment income after the impact of the increase in weighted-average shares outstanding for the year ended December 31, 2025, as discussed above. The increase in distributable net investment income on a per share basis includes a $0.04 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 $120.5 million for the year ended December 31, 2023.
Current wording
A summary of the primary components of the total net realized gain on investments of $54.6 million for the year ended December 31, 2025 is as follows:
Previous wording
(a)Other activity includes realized gains and losses from transactions involving 35 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 30 portfolio companies which are not considered to be significant individually or in the aggregate.
Previous wording
The following table provides a summary of the primary components of the total net realized gain on investments of $46.0 million for the year ended December 31, 2024.
Current wording
A summary of the primary components of the total net realized gain on investments of $46.0 million for the year ended December 31, 2024 is as follows:
Previous wording
The following table provides a summary of the total net unrealized appreciation of $232.6 million for the year ended December 31, 2023.
Current wording
A summary of the total net unrealized appreciation of $98.9 million for the year ended December 31, 2025 is as follows:
Previous wording
(a)Includes unrealized appreciation on 36 LMM portfolio investments and unrealized depreciation on 37 LMM portfolio investments.
Current wording
(a)Includes unrealized appreciation on 54 LMM portfolio investments and unrealized depreciation on 29 LMM portfolio investments.
Previous wording
The following table provides a summary of the total net unrealized appreciation of $137.7 million for the year ended December 31, 2024.
Current wording
A summary of the total net unrealized appreciation of $137.7 million for the year ended December 31, 2024 is as follows:
Previous wording
(b)Other primarily consists of (i) $71.9 million of unrealized appreciation relating to the External Investment Manager, (ii) $4.4 million of net unrealized appreciation relating to the Other Portfolio and (iii) $1.1 million of net unrealized appreciation relating to the assets of the deferred compensation plan.
Current wording
(b)Includes (i) $71.9 million of unrealized appreciation relating to the External Investment Manager, (ii) $4.4 million of net unrealized appreciation relating to the Other Portfolio and (iii) $1.1 million of net unrealized appreciation relating to the assets of the Deferred Compensation Plan (as defined below).
Previous wording
The net increase in net assets resulting from operations for the year ended December 31, 2024 was $508.1 million, or $5.85 per share, compared to $428.4 million, or $5.23 per share, during the year ended December 31, 2023. The tables above provide a summary of the reasons for the change in net increase in net assets resulting from operations for the year ended December 31, 2024 as compared to the year ended December 31, 2023.
Current wording
The net increase in net assets resulting from operations for the year ended December 31, 2025 was $493.4 million, or $5.52 per share, compared to $508.1 million, or $5.85 per share, for the year ended December 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 year ended December 31, 2025 as compared to the year ended December 31, 2024.
Previous wording
For the year ended December 31, 2023, we realized a net increase in cash and cash equivalents of $10.9 million, which is the net result of $285.3 million of cash provided by our operating activities and $274.4 million of cash used in our financing activities.
Current wording
For the year ended December 31, 2025, we realized a net decrease in cash and cash equivalents of $36.3 million, which is the net result of $45.7 million of cash used in our operating activities and $9.4 million of cash provided by our financing activities.
Showing the first 40 of 64 pairs. Open the source sections for the rest.
Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
(b)Distributable net investment income before taxes is net investment income as determined in accordance with U.S. GAAP, excluding the impact of share-based compensation expense, deferred compensation expense or benefit and any tax expenses included in net investment income. We believe presenting distributable net investment income before taxes and the related per share amounts is useful and appropriate supplemental disclosure for analyzing our financial performance since (i) share-based compensation does not require settlement in cash, (ii) deferred compensation expense or benefit does not result in a net cash impact to Main Street upon settlement and (iii) 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, distributable 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 our financial performance. A reconciliation of net investment income in accordance with U.S. GAAP to distributable net investment income before taxes is detailed in the table above.
Current report — wording carried from elsewhere
(b)Includes $9.0 million of unrealized appreciation relating to the External Investment Manager.
Current report — wording carried from elsewhere
In January 2024, we issued $350.0 million in aggregate principal amount of 6.95% unsecured notes due March 1, 2029 (the “March 2029 Notes”). The outstanding aggregate principal amount of the March 2029 Notes was $350.0 million as of both December 31, 2025 and 2024.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
(b)Other includes (i) $51.1 million of unrealized appreciation relating to the External Investment Manager, (ii) $4.1 million of net unrealized appreciation relating to the Other Portfolio and (iii) $1.2 million of net unrealized appreciation relating to the assets of the deferred compensation plan.