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MSC INCOME FUND, INC.

For the period ended Aug 5, 2026. Filed May 20, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Aug 5, 2026 · Filed May 20, 2026

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

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant Q

Filed by a Party other than the Registranto

Check the appropriate box:

oPreliminary Proxy Statement
oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
QDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting Material under §240.14a-12

MSC Income Fund, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

QNo fee required.
oFee paid previously with preliminary materials.
oFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

May 20, 2026

Dear Stockholder:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders of MSC Income Fund, Inc., which will be held on August 5, 2026, in the South Conference Room at 1330 Post Oak Boulevard, 2nd Floor, Houston, Texas 77056, commencing at 9:00 AM, local time. The notice of annual meeting and proxy statement following this letter describe the matters to be acted on at the Annual Meeting.

It is important that your shares be represented at the Annual Meeting and you are encouraged to vote your shares as soon as possible. The enclosed proxy card contains instructions for voting over the Internet, by telephone or by returning your proxy card via mail in the envelope provided. Your vote is important.

If your shares are held in book-entry form on the records of SS&C GIDS, Inc., MSC Income’s transfer agent and registrar, MSC Income has enclosed a proxy card for your use. You may vote these shares at the Annual Meeting or any adjournment or postponement thereof by completing and returning the proxy card or, alternatively, calling a toll-free telephone number or using the Internet as described on the proxy card. If a broker or other nominee holds your shares in “street name,” your broker has enclosed a voting instruction form, which you should use to vote those shares. The voting instruction form indicates whether you have the option to vote those shares by telephone or by using the Internet.

Thank you for your support.

Sincerely yours,

DWAYNE L. HYZAK

Chairman of the Board and Chief Executive Officer

YOUR VOTE IS IMPORTANT.

Whether or not you plan to attend the Annual Meeting, please take a few minutes now to vote your shares.

Important Notice Regarding the Availability of Proxy Materials for the 2026 Annual Meeting of Stockholders to Be Held on August 5, 2026.

MSC Income’s proxy statement and annual report on Form 10-K for the year ended December 31, 2025 are available on the Internet atwww.mscincomefund.com under “SEC Filings” in the “Investors” section of its website.

The following information applicable to the Annual Meeting may be found in the proxy statement and accompanying proxy card:

the date, time and location of the Annual Meeting;

a list of the matters intended to be acted on and the Board of Directors’ recommendations regarding those matters;

any control/identification numbers that you need to access your proxy card; and

information about attending the Annual Meeting and voting in person.

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

The 2026 Annual Meeting of Stockholders of MSC Income Fund, Inc., a Maryland corporation (“MSC Income” or the “Fund”), will be held in the South Conference Room at 1330 Post Oak Boulevard, 2nd Floor, Houston, Texas 77056, on August 5, 2026, at 9:00 AM local time, in order to:

(1)elect MSC Income’s directors for a term of one year;

(2)authorize flexibility for MSC Income, with the approval of the Board of Directors, to offer and sell shares of its common stock at a price below net asset value per share during the next 12 months following stockholder approval, subject to certain limitations described in the proxy statement; and

(3)transact such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof.

If you were a stockholder as of the close of business on May 18, 2026, you are entitled to vote at the Annual Meeting and at any postponement or adjournment thereof.

Please indicate your vote as to the matters to be acted on at the Annual Meeting by following the instructions provided in the enclosed proxy card or voting instruction form, whether or not you plan on attending the Annual Meeting. If you plan to attend the Annual Meeting and wish to vote or change your vote there, please review the instructions set forth in the accompanying proxy statement under the caption “Voting Information.”

MSC Income has enclosed with this notice and proxy statement a copy of MSC Income’s annual report on Form 10-K for the year ended December 31, 2025.

By Order of the Board of Directors,

JASON B. BEAUVAIS

Executive Vice President, General Counsel and Secretary

PROXY STATEMENT FOR 2026 ANNUAL MEETING OF STOCKHOLDERS

TABLE OF CONTENTS

Page
GENERAL INFORMATION1
VOTING INFORMATION2
Record Date and Who May Vote2
How to Vote2
How to Revoke or Change Your Vote2
Quorum3
Broker Non-Votes3
Proposals to be Voted on; Vote Required; and How Votes are Counted3
Expenses4
Confidential Voting4
ELECTION OF DIRECTORS (ITEM 1)4
Nominees5
Required Vote8
CORPORATE GOVERNANCE9
Corporate Governance Highlights9
Director Independence9
Communications with the Board10
Board Leadership Structure10
Board of Directors and its Committees10
Board and Committee Evaluation Process12
Compensation Committee Interlocks and Insider Participation12
Director Nomination Process12
Board’s Role in the Oversight of Risk Management13
Succession Planning14
Code of Ethics14
Insider Trading Policy and Hedging, Speculative Trading and Pledging of MSC Income’s Securities15
Executive Compensation Recovery, or “Clawback”15
Stockholder Rights15
Responsible Investment16
COMPENSATION OF DIRECTORS17
2025 Director Compensation17
Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information17
OFFICERS18
Compensation Discussion and Analysis20
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT21
AUDIT COMMITTEE REPORT23
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM24
BELOW-NAV SHARE ISSUANCE PROPOSAL (ITEM 2)25
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS33
MSC Income’s Investment Adviser33
Expense Waiver36
Allocation of the Adviser’s Time36
Indemnification36

i

Co-Investment Transactions37
Other Related Party Transactions38
INVESTMENT ADVISER AND ADMINISTRATOR39
STOCKHOLDER PROPOSALS40
PRIVACY NOTICE41

ii

PROXY STATEMENT

2026 ANNUAL MEETING OF STOCKHOLDERS

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.