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MSC INCOME FUND, INC.

For the period ended Sep 30, 2025. Filed Nov 14, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 14, 2025

MSIF$12.53+2.3%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-08-14.

0001535778-25-000126

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-09-30; filed 2025-11-14.

0001535778-25-000148

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The 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 148 previous paragraphs and 149 current paragraphs.

73 unchanged; 67 reworded; 8 added; 7 removed; 1 previous and 1 current paragraphs rearranged.

Tables are not compared: 15 previous and 15 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 (8)

Current report

(c)The increase in incentive fees, which was after a $0.2 million voluntary permanent waiver provided by the Adviser in the third quarter of 2025, was primarily attributable to an increase in pre-incentive fee net investment income.

Current report

Comparison of the nine months ended September 30, 2025 and 2024

Current report

The following table provides a summary of the total net unrealized appreciation of $35.9 million for the nine months ended September 30, 2025.

Current report

As of September 30, 2025, the Fund’s future commitments for cash payments in connection with the Credit Facilities and the Series A Notes for each of the next five years and thereafter are as follows:

Current report

(1)Future interest payments on the Credit Facilities have not been included, as these amounts fluctuate over time depending on the current interest rates and amounts outstanding.
Removed paragraphs (7)

Previous report

The following table provides a summary of the total net unrealized depreciation of $3.9 million for the three months ended June 30, 2025.

Previous report

As of June 30, 2025, MSC Income had $539.0 million in total borrowings outstanding under the Credit Facilities and Series A Notes. The SPV Facility is scheduled to mature on February 3, 2030. The Corporate Facility is scheduled to mature on May 8, 2029. The Series A Notes are scheduled to mature on October 30, 2026. See further discussion of the terms of the Credit Facilities, Series A Notes and other debt in Note D — Debt included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

Previous report

A summary of MSC Income’s significant contractual payment obligations for the repayment of outstanding borrowings at June 30, 2025 is as follows:
Reworded paragraphs (67)

Previous wording

On December 16, 2024, in advance of the MSC Income Listing, the Fund effectuated a 2-for-1 reverse stock split of its outstanding common stock pursuant to approval from the Board of Directors (the “Reverse Stock Split”). As a result of the Reverse Stock Split, every two shares of MSC Income’s issued and outstanding common stock were converted into one share of issued and outstanding common stock, without any change in the par value per share or the number of authorized shares of its common stock. Unless otherwise indicated, all figures in this Quarterly Report on Form 10-Q reflect the implementation of the Reverse Stock Split.

Current wording

On December 16, 2024, in advance of the MSC Income Listing, the Fund effectuated a two-for-one reverse stock split of its outstanding common stock pursuant to approval from the Board of Directors (the “Reverse Stock Split”). As a result of the Reverse Stock Split, every two shares of MSC Income’s issued and outstanding common stock were converted into one share of issued and outstanding common stock, without any change in the par value per share or the number of authorized shares of its common stock. Unless otherwise indicated, all figures in this Quarterly Report on Form 10-Q reflect the implementation of the Reverse Stock Split.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

MSC Income has received an exemptive order from the SEC permitting co-investments among it, Main Street and other advisory clients of the Adviser in certain negotiated transactions where co-investing would otherwise be prohibited under the 1940 Act. MSC Income has made co-investments with, and in the future intend to continue to make co-investments with Main Street and other advisory clients of the Adviser, in accordance with the conditions of the order. The order requires, among other things, that Main Street and the Adviser consider whether each such investment opportunity is appropriate for MSC Income, Main Street and the other advisory clients of the Adviser, as applicable, and if it is appropriate, to propose an allocation of the investment opportunity between such parties. Because the Adviser is wholly-owned by Main Street and is not managing MSC Income’s investment activities as its sole activity, this may provide the Adviser an incentive to allocate opportunities to Main Street or its other advisory clients instead of MSC Income. However, both MSC Income and the Adviser have policies and procedures in place to manage this conflict, including approval of investment allocations and oversight of co-investments by the independent members of MSC Income’s Board of Directors. In addition to the co-investment program described above, MSC Income also co-invests in certain investments transactions where price is the only negotiated point by the Fund and its affiliates.

Current wording

MSC Income has received an exemptive order from the SEC permitting co-investments among it, Main Street and other advisory clients of the Adviser in certain negotiated transactions where co-investing would otherwise be prohibited under the 1940 Act. MSC Income has made co-investments with, and in the future intends to continue to make co-investments with Main Street and other advisory clients of the Adviser, in accordance with the conditions of the order. The order requires, among other things, that Main Street and the Adviser consider whether each such investment opportunity is appropriate for MSC Income, Main Street and the other advisory clients of the Adviser, as applicable, and if it is appropriate, to propose an allocation of the investment opportunity between such parties. Because the Adviser is wholly-owned by Main Street and is not managing MSC Income’s investment activities as its sole activity, this may provide the Adviser an incentive to allocate opportunities to Main Street or its other advisory clients instead of MSC Income. However, both MSC Income and the Adviser have policies and procedures in place to manage this conflict, including approval of investment allocations and oversight of co-investments by the independent members of MSC Income’s Board of Directors. In addition to the co-investment program described above, MSC Income also co-invests in certain investment transactions where price is the only negotiated point by the Fund and its affiliates.

Previous wording

The following tables provide a summary of investments in the Private Loan and LMM portfolios as of June 30, 2025 and December 31, 2024 (this information excludes Middle Market and Other Portfolio investments, which are discussed further below).

Current wording

The following tables provide a summary of the Fund’s investments in the Private Loan and LMM portfolios as of September 30, 2025 and December 31, 2024 (this information excludes Middle Market and Other Portfolio investments, which are discussed further below).

Previous 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 the Fund’s debt portfolio as of June 30, 2025, including debt investments on non-accrual status, was 10.4% for the Private Loan portfolio and 12.2% for the LMM portfolio. The weighted- average annual effective yield is not reflective of what an investor in shares of the Fund’s common stock will realize on its investment because it does not reflect changes in the market value of the stock, the utilization of debt capital in its capital structure, its 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 September 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 September 30, 2025. The weighted-average annual effective yield on the Fund’s debt portfolio as of September 30, 2025, including debt investments on non-accrual status, was 10.4% for the Private Loan portfolio and 12.1% for the LMM portfolio. The weighted-average annual effective yield is not reflective of what an investor in shares of the Fund’s common stock will realize on its investment because it does not reflect changes in the market value of the stock, the utilization of debt capital in its capital structure, its expenses or any sales load paid by an investor.

Previous wording

(c)The average EBITDA is calculated using a weighted-average for the Private Loan portfolio and a simple average for the LMM portfolio. These calculations exclude certain portfolio companies, including four Private Loan portfolio companies and four LMM portfolio companies, as EBITDA is not a meaningful valuation metric for the Fund’s investments in these portfolio companies, and those portfolio companies whose primary 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 weighted-average for the Private Loan portfolio and a simple average for the LMM portfolio. These calculations exclude certain portfolio companies, including four Private Loan portfolio companies and three LMM portfolio companies, as EBITDA is not a meaningful valuation metric for the Fund’s investments in these portfolio companies, and those portfolio companies whose primary purpose is to own real estate and those portfolio companies whose primary operations have ceased and only residual value remains.

Previous wording

For the three months ended June 30, 2025 and 2024, MSC Income achieved an annualized total return on investments of 12.2% and 15.1%, respectively. For the six months ended June 30, 2025 and 2024, the Fund achieved an annualized total return on investments of 11.5% and 13.4%, respectively. For the year ended December 31, 2024, MSC Income achieved a total return on investments of 12.4%. 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. The Fund’s total return on investments is not reflective of what an investor in shares of its common stock will realize on its investment because it does not reflect changes in the market value of the stock, the utilization of debt capital in its capital structure, its expenses or any sales load paid by an investor.

Current wording

For the three months ended September 30, 2025 and 2024, MSC Income achieved an annualized total return on investments of 15.7% and 10.5%, respectively. For the nine months ended September 30, 2025 and 2024, the Fund achieved an annualized total return on investments of 12.8% and 12.4%, respectively. For the year ended December 31, 2024, MSC Income achieved a total return on investments of 12.4%. 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. The Fund’s total return on investments is not reflective of what an investor in shares of its common stock will realize on its investment because it does not reflect changes in the market value of the stock, the utilization of debt capital in its capital structure, its expenses or any sales load paid by an investor.

Previous wording

As of June 30, 2025, MSC Income had Middle Market portfolio investments in eight portfolio companies, collectively totaling $29.3 million in fair value and $40.1 million in cost basis, which comprised 2.4% and 3.4% of the Investment Portfolio at fair value and cost, respectively. As of December 31, 2024, MSC Income had Middle Market portfolio investments in ten portfolio companies, collectively totaling $39.4 million in fair value and $66.3 million in cost basis, which comprised 3.3% and 5.8% of the Investment Portfolio at fair value and cost, respectively.

Current wording

As of September 30, 2025, MSC Income had Middle Market portfolio investments in eight portfolio companies, collectively totaling $26.6 million in fair value and $40.0 million in cost basis, which comprised 2.1% and 3.4% of the Investment Portfolio at fair value and cost, respectively. As of December 31, 2024, MSC Income had Middle Market portfolio investments in ten portfolio companies, collectively totaling $39.4 million in fair value and $66.3 million in cost basis, which comprised 3.3% and 5.8% of the Investment Portfolio at fair value and cost, respectively.

Previous wording

As of June 30, 2025, MSC Income had Other Portfolio investments in six entities, spread across four investment managers, collectively totaling $16.2 million in fair value and $14.9 million in cost basis, each of which comprised 1.3% of the Investment Portfolio at fair value and cost. As of December 31, 2024, MSC Income had Other Portfolio investments in six entities, spread across four investment managers, collectively totaling $24.1 million in fair value and $17.9 million in cost basis, which comprised 2.0% and 1.6% of the Investment Portfolio at fair value and cost, respectively.

Current wording

As of September 30, 2025, MSC Income had Other Portfolio investments in six entities, spread across four investment managers, collectively totaling $16.0 million in fair value and $14.3 million in cost basis, which comprised 1.3% and 1.2% of the Investment Portfolio at fair value and cost, respectively. As of December 31, 2024, MSC Income had Other Portfolio investments in six entities, spread across four investment managers, collectively totaling $24.1 million in fair value and $17.9 million in cost basis, which comprised 2.0% and 1.6% of the 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 MSC Income’s current and future financial condition and results of operations.

Current 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 as of the date of the financial statements, and revenues and expenses during the periods reported. Actual results could materially differ from those estimates. Critical accounting policies are those that require management to make subjective or complex judgments about the effect of matters that are inherently uncertain and may change in subsequent periods. Changes that may be required in the underlying assumptions or estimates in these areas could have a material impact on MSC Income’s current and future financial condition and results of operations.

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. MSC Income’s critical accounting policies and estimates include the Investment Portfolio Valuation and Revenue Recognition policies described below. MSC Income’s significant accounting policies are described in greater detail in Note B — Summary of Significant Accounting Policies to the consolidated financial statements included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

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. MSC Income’s critical accounting policies and estimates include the Investment Portfolio Valuation and Revenue Recognition policies described below. MSC Income’s significant accounting policies are described in greater detail in Note B — Summary of Significant Accounting Policies in the notes to the consolidated financial statements included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

Previous wording

The most significant determination inherent in the preparation of MSC Income’s consolidated financial statements is the valuation of the Investment Portfolio and the related amounts of unrealized appreciation and depreciation. The Fund considers this determination to be a critical accounting estimate, given the significant judgments and subjective measurements required. As of both June 30, 2025 and December 31, 2024, the Fund’s Investment Portfolio valued at fair value represented 96% of total assets. MSC Income is required to report its investments at fair value. The Fund follows the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures (“ASC 820”). ASC 820 defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value and enhances disclosure requirements for fair value measurements. ASC 820 requires the Fund to assume that the portfolio investment is to be sold in the principal market to independent market participants, which may be a hypothetical market. Market participants are defined as buyers and sellers in the principal market that are independent, knowledgeable and willing and able to transact. See Note B.1. — Summary of Significant Accounting Policies — Valuation of the Investment Portfolio included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q for a detailed discussion of the Fund’s Investment Portfolio valuation process and procedures.

Current wording

The most significant determination inherent in the preparation of MSC Income’s consolidated financial statements is the valuation of the Investment Portfolio and the related amounts of unrealized appreciation and depreciation. The Fund considers this determination to be a critical accounting estimate, given the significant judgments and subjective measurements required. As of both September 30, 2025 and December 31, 2024, the Fund’s Investment Portfolio valued at fair value represented 97% of total assets. MSC Income is required to report its investments at fair value. The Fund follows the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures (“ASC 820”). ASC 820 defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value and enhances disclosure requirements for fair value measurements. ASC 820 requires the Fund to assume that the portfolio investment is to be sold in the principal market to independent market participants, which may be a hypothetical market. Market participants are defined as buyers and sellers in the principal market that are independent, knowledgeable and willing and able to transact. See Note B.1. — Summary of Significant Accounting Policies — Valuation of the Investment Portfolio in the notes to the consolidated financial statements included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q for a detailed discussion of the Fund’s Investment Portfolio valuation process and procedures.

Previous wording

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

Current wording

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

Previous wording

MSC Income holds certain debt and preferred equity instruments in its Investment Portfolio that contain PIK interest and cumulative dividend provisions. The PIK interest, computed at the contractual rate specified in each debt agreement, is periodically added to the principal balance of the debt and is recorded as interest income. Thus, the actual collection of this interest may be deferred until the time of debt principal repayment. Cumulative dividends are recorded as dividend income, and any dividends in arrears are added to the balance of the preferred equity investment. The actual collection of these dividends in arrears may be deferred until such time as the preferred equity is redeemed or sold. To maintain RIC tax treatment (as discussed in Note B.8. — 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 MSC Income may not have collected the PIK interest and cumulative dividends in cash. MSC Income stops accruing PIK interest and cumulative dividends and write off any accrued and uncollected interest and dividends in arrears when it determines that such PIK interest and dividends in arrears are no longer collectible. For the three months ended June 30, 2025 and 2024, (i) 5.3% and 5.0%, respectively, of MSC Income’s total investment income was attributable to PIK interest income not paid currently in cash and (ii) 1.5% and 0.1%, respectively, of MSC Income’s total investment income was attributable to cumulative dividend income not paid currently in cash. For the six months ended June 30, 2025 and 2024, (i) 5.5% and 4.7%, respectively, of MSC Income’s total investment income was attributable to PIK interest income not paid currently in cash and (ii) 0.9% and 0.1%, respectively, of MSC Income’s total investment income was attributable to cumulative dividend income not paid currently in cash.

Current wording

MSC Income holds certain debt and preferred equity instruments in its Investment Portfolio that contain PIK interest and cumulative dividend provisions. The PIK interest, computed at the contractual rate specified in each debt agreement, is periodically added to the principal balance of the debt and is recorded as interest income. Thus, the actual collection of this interest may be deferred until the time of debt principal repayment. Cumulative dividends are recorded as dividend income, and any dividends in arrears are added to the balance of the preferred equity investment. The actual collection of these dividends in arrears may be deferred until such time as the preferred equity is redeemed or sold. To maintain RIC tax treatment (as discussed in Note B.8. — Summary of Significant Accounting Policies — Income Taxes in the notes to the consolidated financial statements included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q), these non-cash sources of income may need to be paid out to stockholders in the form of distributions, even though MSC Income may not have collected the PIK interest and cumulative dividends in cash. MSC Income stops accruing PIK interest and cumulative dividends and writes off any accrued and uncollected interest and dividends in arrears when it determines that such PIK interest and dividends in arrears are no longer collectible. For the three months ended September 30, 2025 and 2024, (i) 6.5% and 6.7%, respectively, of MSC Income’s total investment income was attributable to PIK interest income not paid currently in cash and (ii) 0.9% and 0.1%, respectively, of MSC Income’s total investment income was attributable to cumulative dividend income not paid currently in cash. For the nine months ended September 30, 2025 and 2024, (i) 5.9% and 5.4%, respectively, of MSC Income’s total investment income was attributable to PIK interest income not paid currently in cash and (ii) 0.9% and 0.1%, respectively, of MSC Income’s total investment income was attributable to cumulative dividend income not paid currently in cash.

Previous wording

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

Current wording

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

Previous wording

As of June 30, 2025, investments on non-accrual status comprised 2.6% of MSC Income’s total Investment Portfolio at fair value and 6.3% at cost. As of December 31, 2024, investments on non-accrual status comprised 1.5% of MSC Income’s total Investment Portfolio at fair value and 5.6% at cost.

Current wording

As of September 30, 2025, investments on non-accrual status comprised 1.4% of MSC Income’s total Investment Portfolio at fair value and 4.6% at cost. As of December 31, 2024, investments on non-accrual status comprised 1.5% of MSC Income’s total Investment Portfolio at fair value and 5.6% at cost.

Previous wording

Set forth below is a comparison of the results of operations for the three months ended June 30, 2025 and 2024. All prior period net investment income and net investment income per share amounts presented in this section have been retrospectively adjusted to conform to the current presentation. See Note A.4. —Organization and Basis of Presentation — Revisions to the Presentation of Previously Issued Financial Statementsfor details.

Current wording

Set forth below is a comparison of the results of operations for the three months ended September 30, 2025 and 2024. All prior period net investment income and net investment income per share amounts presented in this section have been retrospectively adjusted to conform to the current presentation. See Note A.4. — Organization and Basis of Presentation — Revisions to the Presentation of Previously Issued Financial Statementsin the notes to the consolidated financial statements included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q for additional details on these adjustments.

Previous wording

Total investment income for the three months ended June 30, 2025 was $35.6 million, a 5% increase from the $33.9 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 September 30, 2025 was $35.4 million, a 6% increase from the $33.5 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

(b)The increase in dividend income was primarily a result of (i) an increase of $0.9 million in dividend income from LMM portfolio investments and (ii) an increase of $0.5 million in dividend income from Private Loan portfolio investments, partially offset by a decrease of $0.4 million in dividend income from Other Portfolio investments.

Current wording

(a)The increase in dividend income was primarily a result of dividend income increases of (i) $0.8 million from the Fund’s LMM portfolio companies, (ii) $0.2 million from the Fund’s Other Portfolio investments and (iii) $0.2 million from the Fund’s Private Loan portfolio companies.

Previous wording

(c)The increase in fee income was primarily related to changes in investment activity.

Current wording

(b)The increase in fee income was primarily due to a $0.5 million increase from the refinancing and prepayment of Investment Portfolio debt investments and $0.3 million increase in fees related to increased investment activity.

Previous wording

(d)The increase in total investment income includes the impact of a net decrease of $0.7 million in certain income considered less consistent or non-recurring, primarily related to a $0.3 million decrease in such fee income and a $0.3 million decrease in such dividend income.

Current wording

(c)The increase in total investment income includes the impact of a net increase of $0.9 million in certain income considered less consistent or non-recurring, primarily related to a $0.5 million increase in such fee income and a $0.4 million increase in such interest income from accelerated prepayment, repricing and other activity related to certain Investment Portfolio debt investments.

Previous wording

Total expenses, net of expense waivers, for the three months ended June 30, 2025 were $18.3 million, a 6% decrease from $19.6 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, net of expense waivers, for the three months ended September 30, 2025 were $18.3 million, a 5% decrease from $19.3 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 decrease in interest expense was primarily related to decreased weighted-average interest rates on MSC Income’s Credit Facilities (as defined in the Liquidity and Capital Resources section below) due to decreases in benchmark index rates and decreases to the applicable spreads resulting from amendments of the Credit Facilities, partially offset by an increase in weighted-average outstanding borrowings used to fund a portion of the growth of the Investment Portfolio.

Current wording

(a)The decrease in interest expense was primarily related to decreased weighted-average interest rates on MSC Income’s Credit Facilities (as defined in the Liquidity and Capital Resources section below) due to decreases in benchmark index interest rates and decreases to the applicable spreads resulting from amendments of the Credit Facilities, partially offset by an increase in weighted-average outstanding borrowings used to fund a portion of the growth of the Investment Portfolio.

Previous wording

(b)The decrease in base management fees was due to a decrease in the base management fee annual rate attributable to the transition to the amended Advisory Agreement effective upon the MSC Income Listing during the first quarter of 2025.

Current wording

(b)The decrease in base management fees was due to a decrease in the annual base management fee percentage attributable to the amended Advisory Agreement that became effective upon the MSC Income Listing during the first quarter of 2025, partially offset by an increase in the Fund’s average total assets.

Previous wording

(c)Under the Prior Investment Advisory Agreement, the Adviser historically waived reimbursement of all internal administrative services expenses except for services that were previously provided by an external third-party and were later internalized by the Adviser. Beginning in January 2025, under the Advisory Agreement, the waivers for those costs (except for services that were previously provided by the external third-party) were memorialized as a quarterly cap on the Fund’s obligation to reimburse the Adviser for such internal administrative services expenses. As a result, the historical waiver of such costs is no longer required after the MSC Income Listing.

Current wording

(d)Under the Prior Investment Advisory Agreement, the Adviser historically waived reimbursement of all internal administrative services expenses except for services that were previously provided by an external third-party and were later internalized by the Adviser. Beginning in January 2025, under the Advisory Agreement, the waivers for those costs (except for services that were previously provided by the external third-party) were memorialized as a quarterly cap on the Fund’s obligation to reimburse the Adviser for such internal administrative services expenses. As a result, the historical waiver of such costs is no longer required after the MSC Income Listing.

Previous wording

Net investment income for the three months ended June 30, 2025 increased to $16.3 million, or $0.35 per share, compared to net investment income of $13.4 million, or $0.33 per share, for the corresponding period of 2024. The increase in net investment income was principally attributable to the decreased expenses and the increase in total investment income, as discussed above. The per share increase in net investment income was after the impact of a 17% increase in the weighted-average shares outstanding compared to the second quarter of 2024 primarily due to new shares issued through the MSC Income Offering and the dividend reinvestment plan. The increase in net investment income on a per share basis is also after a $0.02 per share decrease in investment income considered less consistent or non-recurring.

Current wording

Net investment income for the three months ended September 30, 2025 increased to $16.6 million, or $0.35 per share, compared to net investment income of $12.9 million, or $0.32 per share, for the corresponding period of 2024. The increase in net investment income is principally attributable to the increase in total investment income and the decreased expenses, each as discussed above. The per share increase in net investment income reflects the increase in net investment income after the impact of an 18% increase in the weighted-average shares outstanding compared to the third quarter of 2024 primarily due to new shares issued through the MSC Income Offering and MSC Income’s dividend reinvestment plan (the “DRIP”), partially offset by shares repurchased by the Fund. The increase in net investment income on a per share basis includes a $0.02 per share increase in investment income considered less consistent or non-recurring.

Previous wording

The following table provides a summary of the primary components of the total net realized gain on investments of $4.8 million for the three months ended June 30, 2025.

Current wording

The following table provides a summary of the primary components of the total net realized loss on investments of $9.9 million for the three months ended September 30, 2025.

Previous wording

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

Current wording

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

Previous wording

The following table provides a summary of the total net unrealized appreciation of $14.9 million for the six months ended June 30, 2025.

Current wording

The following table provides a summary of the total net unrealized appreciation of $21.0 million for the three months ended September 30, 2025.

Previous wording

(a)Includes unrealized appreciation on 28 LMM portfolio investments and unrealized depreciation on 15 LMM portfolio investments.

Current wording

(a)Includes unrealized appreciation on 30 LMM portfolio investments and unrealized depreciation on 13 LMM portfolio investments.

Previous wording

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

Current wording

MSC Income’s income taxes include excise tax expense at MSIF and federal and state income and other tax expenses at the Taxable Subsidiaries. MSIF has elected to be treated for U.S. federal income tax purposes as a RIC. MSIF’s taxable income includes the taxable income generated by MSIF and certain of its subsidiaries, including the Structured Subsidiaries, which are treated as disregarded entities for tax purposes. As a result of its investment activities and dividend policy and activities, MSIF incurs federal excise tax on its estimated undistributed taxable income. The Taxable Subsidiaries incur federal and state income and other taxes related to net investment income resulting from the Taxable Subsidiaries’ investment activities. The excise tax expense decrease is due to changes in the estimated undistributed taxable income at the RIC, which is taxed at a 4% rate. The net investment income related federal and state income and other tax expenses decrease is due to decreases in taxable net investment income at the Taxable Subsidiaries.

Previous wording

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 both cases on investments owned by the Taxable Subsidiaries.

Current wording

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

Previous wording

The net increase in net assets resulting from operations for the three months ended June 30, 2025 was $16.3 million, or $0.35 per share, compared with $18.1 million, or $0.45 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.

Current wording

The net increase in net assets resulting from operations for the three months ended September 30, 2025 was $26.5 million, or $0.56 per share, compared with $7.4 million, or $0.18 per share, for the three months ended September 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 September 30, 2025 as compared to the three months ended September 30, 2024.

Previous wording

Set forth below is a comparison of the results of operations for the six months ended June 30, 2025 and 2024. All prior period net investment income and net investment income per share amounts presented in this section have been retrospectively adjusted to conform to the current presentation. See Note A.4. —Organization and Basis of Presentation — Revisions to the Presentation of Previously Issued Financial Statementsfor details.

Current wording

Set forth below is a comparison of the results of operations for the nine months ended September 30, 2025 and 2024. All prior period net investment income and net investment income per share amounts presented in this section have been retrospectively adjusted to conform to the current presentation. See Note A.4. — Organization and Basis of Presentation — Revisions to the Presentation of Previously Issued Financial Statementsin the notes to the consolidated financial statements included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q for additional details on these adjustments.

Previous wording

Total investment income for the six months ended June 30, 2025 was $68.9 million, a 1% increase from the $67.9 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 nine months ended September 30, 2025 was $104.2 million, a 3% increase from the $101.4 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 decrease in interest income was primarily attributable to (i) an increase in investments on non-accrual status and (ii) a decrease in interest rates, primarily resulting from decreases in benchmark index interest rates on floating rate Investment Portfolio debt investments, partially offset by higher average levels of income producing Investment Portfolio debt investments.

Previous wording

(b)The increase in dividend income was primarily a result of an increase of (i) $3.5 million in dividend income from LMM portfolio companies and (ii) $0.7 million in dividend income from Private Loan portfolio companies, partially offset by a decrease of $0.6 million in dividend income from Other Portfolio investments.

Current wording

(b)The increase in dividend income was primarily a result of increases of (i) $4.2 million in dividend income from LMM portfolio companies and (ii) $0.9 million in dividend income from Private Loan portfolio companies, partially offset by a decrease of $0.4 million in dividend income from Other Portfolio investments.

Showing the first 40 of 67 pairs. Open the source sections for the rest.

Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

(b)The decrease in base management fees was due to a decrease in the annual base management fee percentage attributable to the amended Advisory Agreement that became effective upon the MSC Income Listing during the first quarter of 2025, partially offset by an increase in the Fund’s average total assets.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

(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.