MSC Income Fund Inc.
05/08/2026 | Press release | Distributed by Public on 05/08/2026 10:11
Quarterly Report for Quarter Ending March 31, 2026 (Form 10-Q)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Quarterly Report on Form 10-Q contains forward-looking statements regarding the plans and objectives of management for future operations and which relate to future events or future performance or financial condition. Any such forward-looking statements may involve known and unknown risks, uncertainties and other factors which may cause MSC Income's (as defined below) actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations, are generally identifiable by use of the words "may," "will," "should," "expect," "anticipate," "estimate," "believe," "intend" or "project" or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and MSC Income cannot assure you that the projections included in these forward-looking statements will come to pass. MSC Income's actual results could differ materially from those expressed or implied by the forward-looking statements as a result of various factors, including, without limitation, the factors referenced in Item 1A entitled "Risk Factors" below in this Quarterly Report on Form 10-Q, if any, and discussed in Item 1A entitled "Risk Factors" in its Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission ("SEC") on February 27, 2026 and elsewhere in this Quarterly Report on Form 10-Q and its other SEC filings. Other factors that could cause actual results to differ materially include changes in the economy and future changes in laws or regulations and conditions in MSC Income's operating areas.
MSC Income has based the forward-looking statements included in this Quarterly Report on Form 10-Q on information available to it on the date of this Quarterly Report on Form 10-Q, and assumes no obligation to update any such forward-looking statements, unless required to do so by applicable law. However, you are advised to refer to any additional disclosures that MSC Income may make directly to you or through reports that it in the future may file with the SEC, including subsequent periodic and current reports.
This discussion should be read in conjunction with MSC Income's consolidated financial statements as of December 31, 2025, and for the year then ended, and Management's Discussion and Analysis of Financial Condition and Results of Operations, both contained in its Annual Report on Form 10-K for the year ended December 31, 2025, as well as the consolidated financial statements (unaudited) and notes to the consolidated financial statements (unaudited) contained in this report.
ORGANIZATION
MSC Income Fund, Inc. ("MSIF" or, together with its consolidated subsidiaries, "MSC Income" or the "Fund") is a principal investment firm primarily focused on providing debt capital to private ("Private Loan") companies owned by or in the process of being acquired by a private equity fund (its "Private Loan investment strategy"). MSC Income's portfolio investments are typically made to support leveraged buyouts, recapitalizations, growth financings, refinancings and acquisitions of companies that operate in diverse industry sectors. The Fund seeks to partner with private equity fund sponsors in its Private Loan investment strategy and primarily invests in secured debt investments of Private Loan companies generally headquartered in the U.S.
MSC Income also maintains a portfolio of customized long-term debt and equity investments in lower middle market ("LMM") companies (its "LMM investment portfolio"), and through those investments the Fund has partnered with entrepreneurs, business owners and management teams in co-investments with Main Street Capital Corporation ("Main Street"), a New York Stock Exchange ("NYSE") listed business development company ("BDC"), utilizing the customized "one-stop" debt and equity financing solutions provided in Main Street's LMM investment strategy (the "LMM investment strategy"). Through the LMM investment strategy, MSC Income primarily invested in secured debt investments, equity investments, warrants and other securities of LMM companies typically based in the U.S. Effective upon the MSC Income Listing (as defined below) on January 29, 2025, MSC Income changed its investment strategy for investments in new portfolio companies to be solely focused on its Private Loan investment strategy, rather than its historical focus primarily on the Private Loan investment strategy and secondarily on the LMM investment strategy (as further discussed below).
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MSC Income also maintains a legacy portfolio of investments in larger middle market ("Middle Market") companies (its "Middle Market investment portfolio") and a limited portfolio of other portfolio ("Other Portfolio") investments. MSC Income's Middle Market investments are generally debt investments in companies owned by a private equity fund that were originally issued through a syndication financing process. MSC Income has generally stopped making new Middle Market investments and expects the size of its Middle Market investment portfolio to continue to decline in future periods as its existing Middle Market investments are repaid or sold. MSC Income's Other Portfolio investments primarily consist of investments that are not consistent with the typical profiles for its Private Loan, LMM or Middle Market portfolio investments, including investments in unaffiliated investment companies and private funds managed by third parties. Similar to its Middle Market investments, MSC Income has generally stopped making new Other Portfolio investments and expects the size of its Other Portfolio to continue to decline in future periods as its existing Other Portfolio investments are repaid or sold.
The "Investment Portfolio," as used herein, refers to all of MSC Income's investments in Private Loan portfolio companies, investments in LMM portfolio companies, investments in Middle Market portfolio companies and Other Portfolio investments.
MSIF was formed in November 2011 to operate as an externally managed BDC under the Investment Company Act of 1940, as amended (the "1940 Act"). MSIF has elected to be treated for U.S. federal income tax purposes as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). As a result, MSIF generally does not pay corporate-level U.S. federal income taxes on any net ordinary taxable income or capital gains that it distributes to its stockholders.
On October 28, 2020, MSC Income's stockholders approved the appointment of MSC Adviser I, LLC (the "Adviser"), which is wholly-owned by Main Street, as MSC Income's investment adviser and administrator under an Investment Advisory and Administrative Services Agreement dated October 30, 2020 (the "Prior Investment Advisory Agreement").
On January 29, 2025, MSC Income's shares of common stock were listed on the NYSE under the ticker symbol "MSIF" (the "MSC Income Listing").
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, 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.
On January 29, 2025, in connection with the MSC Income Listing, the Fund amended and restated its Articles of Amendment and Restatement, as amended, by filing new Articles of Amendment and Restatement of the Fund (the "New Articles") with the State Department of Assessments and Taxation of the State of Maryland. The New Articles revised the Fund's charter to, among other things, (i) include a provision that limits the transferability of shares of its common stock outstanding at the time of the MSC Income Listing during the 365-day period following the MSC Income Listing, (ii) reflect an amendment to delete provisions regarding restrictions and requirements applicable to its dividend reinvestment plan, (iii) reflect an amendment to delete provisions prohibiting acquisitions of assets in exchange for shares of its common stock and restricting certain transactions between the Fund and the Adviser and its affiliates and (iv) delete certain provisions required by, and remove references to, the NASAA Guidelines in order to conform certain provisions of the Fund's charter more closely to provisions in the charters of other BDCs whose securities are listed and publicly-traded on a national securities exchange.
On January 30, 2025, in connection with the MSC Income Listing, MSC Income closed a follow-on public offering of 5,500,000 shares of its common stock, at the public offering price of $15.53 per share. In addition, on February 3, 2025, MSC Income issued and sold 825,000 additional shares of its common stock, at the public offering price of $15.53 per share, pursuant to the underwriters' full exercise of their overallotment option (together with the offering and sale of the 5,500,000 shares, the "MSC Income Offering"). Net of underwriting discounts and commissions and offering costs, the Fund received net cash proceeds of $90.5 million in connection with the MSC Income Offering.
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MSIF has certain direct and indirect wholly-owned subsidiaries that have elected to be taxable entities (the "Taxable Subsidiaries"). The primary purpose of the Taxable Subsidiaries is to permit MSIF to hold equity investments in portfolio companies which are "pass-through" entities for tax purposes. MSIF also has certain direct and indirect wholly-owned subsidiaries formed for financing purposes (the "Structured Subsidiaries").
Unless otherwise noted or the context otherwise indicates, the terms "MSC Income" and the "Fund" refer to MSIF and its consolidated subsidiaries, which include the Taxable Subsidiaries and the Structured Subsidiaries.
OVERVIEW OF THE BUSINESS
MSC Income's principal investment objective is to maximize the Investment Portfolio's total return, primarily by generating current income from debt investments and, to a lesser extent, by generating current income and capital appreciation from equity and equity-related investments, including warrants, convertible securities and other rights to acquire equity securities in a portfolio company. MSC Income seeks to achieve its investment objective primarily through its Private Loan investment strategy and its LMM investment portfolio. MSC Income's Private Loan investment strategy involves investments in companies that generally have annual revenues between $25 million and $500 million and annual earnings before interest, tax, depreciation and amortization expenses ("EBITDA") between $7.5 million and $50 million. MSC Income's LMM investment portfolio consists of investments in companies that generally have annual revenues between $10 million and $150 million and annual EBITDA between $3 million and $20 million. MSC Income's Private Loan and LMM investments generally range in size from $1 million to $30 million.
Private Loan investments primarily consist of debt securities that have primarily been originated directly by the Adviser or, to a lesser extent, through the Adviser's strategic relationships with other investment funds on a collaborative basis through investments that are often referred to in the debt markets as "club deals" because of the small lender group size. In both cases, MSC Income's Private Loan investments are typically made in a company owned by or in the process of being acquired by a private equity fund. The Fund's Private Loan 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 three and seven years from the original investment date. The Fund may also co-invest with Main Street and the private equity fund in the equity securities of its Private Loan portfolio companies.
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.
In connection with the MSC Income Listing, the Fund's Board of Directors and the Adviser decided to change its investment strategy with respect to new platform investments to be solely focused on the Fund's Private Loan investment strategy. As a result, the size of the Fund's LMM investment portfolio is expected to decrease over time as its existing LMM investments are repaid or sold in the ordinary course of business. The Fund does, however, plan to continue executing follow-on investments in its existing LMM portfolio companies going forward in accordance with its existing SEC order for co-investment exemptive relief.
MSC Income's Middle Market investments are generally debt investments in companies owned by a private equity fund that were originally issued through a syndication financing process. MSC Income has generally stopped making new Middle Market investments and expects the size of its Middle Market investment portfolio to continue to decline in future periods as existing Middle Market investments are repaid or sold. MSC Income's Middle Market debt investments generally range in size from $1 million to $20 million, are generally secured by a first priority lien on the assets of the portfolio company and typically have an expected duration of between three and seven years from the original investment date.
MSC Income's Other Portfolio investments primarily consist of investments that are not consistent with the typical profiles for its Private Loan, LMM or Middle Market portfolio investments, including investments in unaffiliated investment companies and private funds managed by third parties. In the Fund's Other Portfolio, it may incur indirect fees and expenses in connection with investments managed by third parties. Similar to MSC Income's Middle Market investments, the Fund has generally stopped making new Other Portfolio investments and expects the size of its Other Portfolio to continue to decline in future periods as existing Other Portfolio investments are repaid or sold.
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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.
MSC Income's portfolio investments are generally made through MSIF, the Taxable Subsidiaries and the Structured Subsidiaries. MSIF, the Taxable Subsidiaries and the Structured Subsidiaries share the same investment strategies and criteria. An investor's return in MSIF will depend, in part, on the Taxable Subsidiaries' and the Structured Subsidiaries' investment returns as they are wholly-owned subsidiaries of MSIF.
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.
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. 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 adopted policies and procedures pursuant to the order to manage this conflict and ensure that investment opportunities are allocated in a manner that is fair and equitable considering each investor's interests, including oversight of the co-investment program by the independent members of MSC Income's and Main Street's boards of directors and their required approval of certain co-investment transactions thereunder. 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.
INVESTMENT PORTFOLIO SUMMARY
A summary of the Fund's Private Loan and LMM portfolio investments as of March 31, 2026 and December 31, 2025 is as follows (this information excludes Middle Market portfolio investments and Other Portfolio investments, which are discussed further below):
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March 31, 2026
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| Private Loan | LMM (a) | ||||||||||
| (dollars in millions) | |||||||||||
| Number of portfolio companies | 80 | 55 | |||||||||
| Fair value | $ | 823.1 | $ | 507.6 | |||||||
| Cost | $ | 843.1 | $ | 399.7 | |||||||
| Debt investments as a % of portfolio (at cost) | 93.1 | % | 71.3 | % | |||||||
| Equity investments as a % of portfolio (at cost) | 6.9 | % | 28.7 | % | |||||||
| % of debt investments at cost secured by first priority lien | 99.5 | % | 99.9 | % | |||||||
| Weighted-average annual effective yield (b) | 10.5 | % | 12.6 | % | |||||||
| Average EBITDA (c) | $ | 30.6 | $ | 12.1 | |||||||
(a)As of March 31, 2026, MSC Income had equity ownership in all of its LMM portfolio companies, and the average fully diluted equity ownership in those portfolio companies was 8%.
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(b)The weighted-average annual effective yields were computed using the effective interest rates for all debt investments as of March 31, 2026, 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 March 31, 2026. The weighted-average annual effective yield on the Fund's debt portfolio as of March 31, 2026, including debt investments on non-accrual status, was 10.1% for the Private Loan portfolio investments and 11.9% for the LMM portfolio investments. The weighted-average annual effective yield is not reflective of what an investor in shares of MSC Income's common stock will realize on their investment because it does not reflect changes in the market value of MSC Income's stock, MSC Income's utilization of debt capital in its capital structure, MSC Income's expenses or any sales load paid by an investor.
(c)The average EBITDA is calculated using a weighted-average for Private Loan portfolio companies and a simple average for LMM portfolio companies. 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.
| December 31, 2025 | |||||||||||
| Private Loan | LMM (a) | ||||||||||
| (dollars in millions) | |||||||||||
| Number of portfolio companies | 81 | 55 | |||||||||
| Fair value | $ | 809.0 | $ | 487.6 | |||||||
| Cost | $ | 821.7 | $ | 384.8 | |||||||
| Debt investments as a % of portfolio (at cost) | 92.1 | % | 70.6 | % | |||||||
| Equity investments as a % of portfolio (at cost) | 7.9 | % | 29.4 | % | |||||||
| % of debt investments at cost secured by first priority lien | 99.9 | % | 99.9 | % | |||||||
| Weighted-average annual effective yield (b) | 10.7 | % | 12.4 | % | |||||||
| Average EBITDA (c) | $ | 30.0 | $ | 11.7 | |||||||
(a)As of December 31, 2025, MSC Income had equity ownership in all of its LMM portfolio companies, and the average fully diluted equity ownership in those portfolio companies was 8%.
(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 the Fund's debt portfolio as of December 31, 2025, including debt investments on non-accrual status, was 10.3% for the Private Loan portfolio investments and 11.7% for the LMM portfolio investments. The weighted-average annual effective yield is not reflective of what an investor in shares of MSC Income's common stock will realize on their investment because it does not reflect changes in the market value of MSC Income's stock, MSC Income's utilization of debt capital in its capital structure, MSC Income's expenses or any sales load paid by an investor.
(c)The average EBITDA is calculated using a weighted-average for Private Loan portfolio companies and a simple average for LMM portfolio companies. 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.
For the three months ended March 31, 2026 and 2025, MSC Income achieved an annualized total return on investments of 9.8% and 10.6%, respectively. For the year ended December 31, 2025, MSC Income achieved a total return on investments of 13.9%. 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. MSC Income's total return on investments is not reflective of what an investor in shares of MSC Income's common stock will realize on their investment because it does not reflect changes in the market value of MSC Income's stock, MSC Income's utilization of debt capital in its capital structure, MSC Income's expenses or any sales load paid by an investor.
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As of March 31, 2026, MSC Income had Middle Market portfolio investments in eight portfolio companies, collectively totaling $23.0 million in fair value and $40.3 million in cost basis, which comprised 1.7% and 3.1% of the Investment Portfolio at fair value and cost, respectively. As of December 31, 2025, MSC Income had Middle Market portfolio investments in eight portfolio companies, collectively totaling $23.3 million in fair value and $39.8 million in cost basis, which comprised 1.7% and 3.2% of the Investment Portfolio at fair value and cost, respectively.
As of March 31, 2026, MSC Income had Other Portfolio investments in seven entities, spread across four investment managers, collectively totaling $15.6 million in fair value and $13.4 million in cost basis, which comprised 1.1% and 1.0% of the Investment Portfolio at fair value and cost, respectively. As of December 31, 2025, MSC Income had Other Portfolio investments in six entities, spread across four investment managers, collectively totaling $15.5 million in fair value and $13.7 million in cost basis, which comprised 1.2% and 1.1% of the Investment Portfolio at fair value and cost, respectively.
CRITICAL ACCOUNTING POLICIES
The preparation of financial statements and related disclosures in conformity with generally accepted accounting principles in the United States of America ("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.
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.
Investment Portfolio Valuation
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 March 31, 2026 and December 31, 2025, the Fund's Investment Portfolio valued at fair value represented 97% of its 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 Valuation Procedures (as defined below).
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.
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. MSC Income's Board of Directors has approved policies and procedures pursuant to Rule 2a-5 (the "Valuation Procedures") and designated the Adviser, led by a group of its executive officers, to serve as the Board of Directors' valuation designee thereunder. MSC Income believes the Investment Portfolio as of March 31, 2026 and December 31, 2025 approximates fair value as of those dates based on the markets in which the Fund operates and other conditions in existence on those reporting dates.
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Revenue Recognition
Interest and Dividend Income
MSC Income records interest and dividend income on the accrual basis to the extent amounts are expected to be collected. Dividend income is recorded as dividends are declared by the portfolio company or at the point an obligation exists for the portfolio company to make a distribution. The Fund evaluates accrued interest and dividend income periodically for collectability. When a loan or debt security becomes 90 days or more past due, and if the Fund otherwise does not expect the debtor to be able to service its debt obligation, it will generally place the loan or debt security on non-accrual status and cease recognizing interest income on that loan or debt security until the borrower has demonstrated the ability and intent to pay contractual amounts due. If a loan or debt security's status significantly improves regarding the debtor's ability to service the debt obligation, or if a loan or debt security is sold or written off, the Fund removes it from non-accrual status. Generally, any interest payments received for investments on non-accrual status reduce the cost basis of the investment and are not recorded as income.
Fee Income
MSC Income may periodically provide services, including structuring and advisory services, to portfolio companies or other third parties. For services that are separately identifiable and evidence exists to substantiate fair value, fee income is recognized as earned, which is generally when the investment or other applicable transaction closes. Fees received in connection with debt financing transactions for services that do not meet these criteria are treated as debt origination fees and are generally deferred and accreted into income over the life of the financing.
Payment-in-Kind ("PIK") Interest and Cumulative Dividends
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 (see 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 March 31, 2026 and 2025, (i) 7.3% and 5.8%, respectively, of MSC Income's total investment income was attributable to PIK interest income not paid currently in cash and (ii) 0.8% and 0.2%, respectively, of MSC Income's total investment income was attributable to cumulative dividend income not paid currently in cash.
INVESTMENT PORTFOLIO COMPOSITION
A summary of the composition of MSC Income's total combined Private Loan, LMM and Middle Market portfolio investments at cost and fair value by type of investment as a percentage of the total combined Private Loan, LMM and Middle Market portfolio investments as of March 31, 2026 and December 31, 2025 is as follows (this information excludes Other Portfolio investments, which are discussed above):
| Cost: | March 31, 2026 | December 31, 2025 | ||||||||||||
| First lien debt | 85.6 | % | 85.1 | % | ||||||||||
| Equity | 13.9 | 14.7 | ||||||||||||
| Second lien debt | 0.3 | - | ||||||||||||
| Equity warrants | 0.2 | 0.2 | ||||||||||||
| Other | - | - | ||||||||||||
| 100.0 | % | 100.0 | % | |||||||||||
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| Fair Value: | March 31, 2026 | December 31, 2025 | ||||||||||||
| First lien debt | 77.3 | % | 77.1 | % | ||||||||||
| Equity | 21.8 | 22.3 | ||||||||||||
| Second lien debt | 0.3 | - | ||||||||||||
| Equity warrants | 0.6 | 0.6 | ||||||||||||
| Other | - | - | ||||||||||||
| 100.0 | % | 100.0 | % | |||||||||||
The Fund's Private Loan, LMM 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 the Investment Portfolio. See Item 1A. Risk Factors contained in Part II of this Form 10-Q for further information.
PORTFOLIO ASSET QUALITY
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 the Fund's 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.
As of March 31, 2026, investments on non-accrual status were $15.1 million at fair value and $55.0 million at cost and comprised 1.1% and 4.2% of MSC Income's total Investment Portfolio at fair value and cost, respectively. As of December 31, 2025, investments on non-accrual status were $13.7 million at fair value and $49.0 million at cost and comprised 1.0% and 3.9% of MSC Income's total Investment Portfolio at fair value and cost, respectively.
The operating results of the Fund's 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 the Fund invests, 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 debt investments or in realized losses on investments and to difficulty in maintaining historical dividend payment rates and unrealized appreciation on the Fund's equity investments. Consequently, the Fund 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 the Fund's future results.
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DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
Comparison of the three months ended March 31, 2026 and 2025
Set forth below is a comparison of the results of operations and a reconciliation of net investment income to adjusted net investment income and to adjusted net investment income before taxes for the three months ended March 31, 2026 and 2025.
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Three Months Ended March 31, |
Net Change | ||||||||||||||||||||||
| 2026 | 2025 | Amount | % | ||||||||||||||||||||
| (dollars in thousands) | |||||||||||||||||||||||
| Total investment income | $ | 34,087 | $ | 33,227 | $ | 860 | 3 | % | |||||||||||||||
| Total expenses, net of expense waivers | (16,846) | (16,439) | (407) | 2 | % | ||||||||||||||||||
| Net investment income before taxes | 17,241 | 16,788 | 453 | 3 | % | ||||||||||||||||||
| Excise tax expense | (50) | (192) | 142 | (74) | % | ||||||||||||||||||
| Federal and state income and other tax expenses | (956) | (850) | (106) | 12 | % | ||||||||||||||||||
| Net investment income | 16,235 | 15,746 | 489 | 3 | % | ||||||||||||||||||
| Net realized loss | (241) | (21,066) | 20,825 | NM | |||||||||||||||||||
| Net unrealized appreciation (depreciation) | (2,643) | 18,783 | (21,426) | NM | |||||||||||||||||||
| Income tax benefit (provision) on net realized loss and net unrealized appreciation (depreciation) | (128) | 2,412 | (2,540) | NM | |||||||||||||||||||
| Net increase in net assets resulting from operations | $ | 13,223 | $ | 15,875 | $ | (2,652) | (17) | % | |||||||||||||||
|
Three Months Ended March 31, |
Net Change | ||||||||||||||||||||||
| 2026 | 2025 | Amount | % | ||||||||||||||||||||
| (dollars in thousands) | |||||||||||||||||||||||
| Net investment income | $ | 16,235 | $ | 15,746 | $ | 489 | 3 | % | |||||||||||||||
| Incentive fee on capital gains (a) | (638) | - | (638) | NM | |||||||||||||||||||
| Adjusted net investment income (b) | $ | 15,597 | $ | 15,746 | $ | (149) | (1) | % | |||||||||||||||
| Excise tax expense | 50 | 192 | (142) | (74) | % | ||||||||||||||||||
| Federal and state income and other tax expenses | 956 | 850 | 106 | 12 | % | ||||||||||||||||||
| Adjusted net investment income before taxes (c) | $ | 16,603 | $ | 16,788 | $ | (185) | (1) | % | |||||||||||||||
| Net investment income per share-Basic and diluted | $ | 0.35 | $ | 0.35 | $ | - | - | % | |||||||||||||||
| Adjusted net investment income per share-Basic and diluted (b) | $ | 0.34 | $ | 0.35 | $ | (0.01) | (3) | % | |||||||||||||||
| Adjusted net investment income before taxes per share-Basic and diluted (c) | $ | 0.36 | $ | 0.38 | $ | (0.02) | (5) | % | |||||||||||||||
NM - Net Change % not meaningful
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(a)Pursuant to the Advisory Agreement, the incentive fee on capital gains is determined and payable to the Adviser in arrears, if any, as of the end of each calendar year. This fee equals (a) 17.5% of the Fund's incentive fee capital gain, which is calculated as the Fund's (i) cumulative net realized gains (net of any related net income tax expense), minus (ii) cumulative unrealized depreciation (net of any related income tax benefit, and excluding any unrealized appreciation), minus (b) the aggregate amount of any previously paid capital gains incentive fee, in each case from the MSC Income Listing date through the applicable calendar year ended. In accordance with U.S. GAAP, at the end of each reporting period, the Fund estimates the capital gains incentive fee and adjusts the accrual for the fee based upon a hypothetical liquidation of its investment portfolio at the then current fair value. Therefore, the calculation of the accrual equals (a) the Fund's cumulative change in net fair value, including both (i) the cumulative net realized gain/loss and (ii) the cumulative net unrealized appreciation/depreciation (in both cases, net of any related cumulative net income tax expense or benefit), minus (b) the aggregate amount of any previously paid capital gains incentive fee, in each case from the MSC Income Listing date through the applicable period ended. However, any capital gains incentive fee accrued related to the unrealized appreciation is neither earned nor payable to the Adviser until such time that it is realized, and assuming at the end of a calendar year such incentive fee capital gain exists excluding any cumulative unrealized appreciation (in each case, net of any related net income tax expense or benefits). If the calculation results in an increase in the accrual compared to the previous quarter, the Fund records an increase to the capital gains incentive fee accrual. If the calculation results in a decrease to the estimated incentive fee on capital gains when compared to the previous quarter, the accrual for the incentive fee on capital gains is reduced to the extent of such decrease. For the first quarter of 2026, the Fund reduced the accrual on the capital gains incentive fee by $0.6 million. See Note J - Related Party Transactions and Arrangements in the notes to the consolidated financial statements included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q.
(b)Adjusted net investment income is net investment income as determined in accordance with U.S. GAAP, excluding the impact of the capital gains incentive fee. MSC Income believes presenting adjusted net investment income and the related per share amounts is useful and appropriate supplemental disclosure for analyzing the Fund's financial performance since the calculation of the capital gains incentive fee is based on realized gains and losses and unrealized fair value appreciation and depreciation, none of which are included in net investment income. However, adjusted 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 MSC Income's financial performance. A reconciliation of net investment income in accordance with U.S. GAAP to adjusted net investment income is detailed in the table above.
(c)Adjusted net investment income before taxes is net investment income as determined in accordance with U.S. GAAP, excluding the impact of any tax expenses included in net investment income and the capital gains incentive fee. MSC Income believes presenting adjusted net investment income before taxes and the related per share amounts is useful and appropriate supplemental disclosure for analyzing the Fund's financial performance since (i) the calculation of the capital gains incentive fee is based on realized gains and losses and unrealized fair value appreciation and depreciation, none of which are included in net investment income and (ii) 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, adjusted 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 MSC Income's financial performance. A reconciliation of net investment income in accordance with U.S. GAAP to adjusted net investment income before taxes is detailed in the table above.
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Investment Income
Total investment income for the three months ended March 31, 2026 was $34.1 million, a 3% increase from the $33.2 million for the corresponding period of 2025. A summary of the changes in the comparable period activity is as follows:
|
Three Months Ended March 31, |
Net Change | |||||||||||||||||||||||||
| 2026 | 2025 | Amount | % | |||||||||||||||||||||||
| (dollars in thousands) | ||||||||||||||||||||||||||
| Interest income | $ | 29,379 | $ | 27,424 | $ | 1,955 | 7 | % | (a) | |||||||||||||||||
| Dividend income | 3,538 | 5,142 | (1,604) | (31) | % | (b) | ||||||||||||||||||||
| Fee income | 1,170 | 661 | 509 | 77 | % | (c) | ||||||||||||||||||||
| Total investment income | $ | 34,087 | $ | 33,227 | $ | 860 | 3 | % | (d) | |||||||||||||||||
(a)The increase in interest income was principally attributable to higher average levels of income producing Investment Portfolio debt investments, partially offset by a decrease in interest rates, primarily resulting from decreases in benchmark index interest rates on floating rate Investment Portfolio debt investments.
(b)The decrease in dividend income was primarily a result of a $1.5 million decrease in dividend income from the Fund's LMM portfolio companies.
(c)The increase in fee income was primarily due to a $0.3 million increase in fees related to increased investment activity.
(d)The increase in total investment income is after the impact of a net decrease of $0.2 million in certain income considered less consistent or non-recurring, primarily related to decreases of (i) $0.2 million in such dividend income and (ii) $0.2 million in such interest income from accelerated prepayment, repricing and other activity related to certain Investment Portfolio debt investments, partially offset by a $0.2 million increase in such fee income.
Expenses
Total expenses, net of expense waivers for the three months ended March 31, 2026 were $16.8 million, a 2% increase from $16.4 million in the corresponding period of 2025. A summary of the changes in the comparable period activity is as follows:
|
Three Months Ended March 31, |
Net Change | |||||||||||||||||||||||||
| 2026 | 2025 | Amount | % | |||||||||||||||||||||||
| (dollars in thousands) | ||||||||||||||||||||||||||
| Interest | $ | 8,920 | $ | 8,243 | $ | 677 | 8 | % | (a) | |||||||||||||||||
| Base management fees | 5,225 | 4,972 | 253 | 5 | % | (b) | ||||||||||||||||||||
| Incentive fee on income | 3,099 | 2,023 | 1,076 | 53 | % | (c) | ||||||||||||||||||||
| Incentive fee on capital gains | (638) | - | (638) | NM | (d) | |||||||||||||||||||||
| General and administrative | 1,039 | 1,027 | 12 | 1 | % | |||||||||||||||||||||
| Internal administrative services expenses | 186 | 174 | 12 | 7 | % | |||||||||||||||||||||
| Total expenses before expense waivers | 17,831 | 16,439 | 1,392 | 8 | % | |||||||||||||||||||||
| Waiver of incentive fee on income | (985) | - | (985) | NM | (c) | |||||||||||||||||||||
| Total expenses, net of expense waivers | $ | 16,846 | $ | 16,439 | $ | 407 | 2 | % | ||||||||||||||||||
(a)The increase in interest expense was primarily related to an increase in weighted-average outstanding borrowings used to fund the growth of the Fund's Investment Portfolio, partially offset by decreased weighted-average interest rates on the Credit Facilities (as defined in the Liquidity and Capital Resources section below) due to (i) decreases in benchmark floating index interest rates and (ii) a decrease to the applicable interest rate spread resulting from the amendment of the SPV Facility in March 2025 (as defined in the Liquidity and Capital Resources section below).
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(b)The increase in base management fees was primarily the result of the Fund's increased average total assets, partially offset by the benefit of the lower base management fee percentage for the full quarter in the first quarter of 2026 compared to the benefit for a partial quarter in the first quarter of 2025 as a result of the Fund's entry into the Advisory Agreement with the Adviser, effective upon the MSC Income Listing.
(c)The increase in incentive fee on income, net of waivers, is the result of an increase in the gross calculated incentive fee on income of $1.1 million, partially offset by a $1.0 million voluntary permanent waiver of incentive fee on income by the Adviser. The increase in the gross calculated incentive fee on income is a result of changes to the incentive fee on income calculation under the Advisory Agreement.
(d)The reduction in the capital gains incentive fee accrual is due to the net fair value depreciation of the Fund's investments in the first quarter of 2026.
Net Investment Income
Net investment income for the three months ended March 31, 2026 increased to $16.2 million, or $0.35 per share, compared to $15.7 million, or $0.35 per share, in the corresponding period of 2025. The increase in net investment income was primarily attributable to an increase in total investment income, partially offset by an increase in total expenses, net of waivers, each as discussed above. Net investment income on a per share basis includes the impact of a 3% increase in the weighted-average shares outstanding compared to the three months ended March 31, 2025, primarily due to shares issued through the MSC Income Offering and shares issued through the dividend reinvestment plan, partially offset by shares repurchased by the Fund, in each case since the beginning of the comparable period of the prior year. Net investment income on a per share basis for the three months ended March 31, 2026 includes a $0.01 per share decrease in investment income considered less consistent or non-recurring in nature when compared to prior year.
Adjusted Net Investment Income
Adjusted net investment income for the three months ended March 31, 2026 decreased 1% to $15.6 million, or $0.34 per share, compared to $15.7 million, or $0.35 per share, in the corresponding period of 2025. The decrease in adjusted net investment income was primarily due to the same factors discussed above for the change in net investment income, but excluding the impact of the decrease in the capital gains incentive fee accrual. The decrease in adjusted net investment income per share reflects (i) the decrease in adjusted net investment income after the impact of the increase in weighted-average shares outstanding for the three months ended March 31, 2026 and (ii) a $0.01 per share decrease in investment income considered less consistent or non-recurring in nature, in both cases as discussed above.
Net Realized Loss
A summary of the primary components of the total net realized loss on investments of $0.2 million for the three months ended March 31, 2026 is as follows:
| Three Months Ended March 31, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||
| Full Exits | Partial Exits | Restructures | Other (a) | Total | |||||||||||||||||||||||||||||||||||||||||||
| Net Gain/(Loss) | # of Portfolio Companies | Net Gain/(Loss) | # of Portfolio Companies | Net Gain/(Loss) | # of Portfolio Companies | Net Gain/(Loss) | Net Gain/(Loss) | ||||||||||||||||||||||||||||||||||||||||
| (dollars in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||
| Private Loan portfolio | $ | (674) | 3 | $ | - | - | $ | - | - | $ | 404 | $ | (270) | ||||||||||||||||||||||||||||||||||
| LMM portfolio | - | - | - | - | - | - | 28 | 28 | |||||||||||||||||||||||||||||||||||||||
| Middle Market portfolio | - | - | - | - | - | - | 1 | 1 | |||||||||||||||||||||||||||||||||||||||
| Other Portfolio | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||
| Total net realized gain/(loss) | $ | (674) | 3 | $ | - | - | $ | - | - | $ | 433 | $ | (241) | ||||||||||||||||||||||||||||||||||
(a)Other activity includes realized gains and losses from transactions involving seven portfolio companies which are not considered to be significant individually or in the aggregate.
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Net Unrealized Depreciation
A summary of the total net unrealized depreciation of $2.6 million for the three months ended March 31, 2026 is as follows:
| Three Months Ended March 31, 2026 | |||||||||||||||||||||||||||||
|
Private Loan |
LMM (a) |
Middle Market |
Other | Total | |||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||
| Accounting reversals of net unrealized (appreciation) depreciation recognized in prior periods due to net realized (gains / income) losses recognized during the current period | $ | 415 | $ | (395) | $ | - | $ | - | $ | 20 | |||||||||||||||||||
| Net unrealized appreciation (depreciation) relating to portfolio investments | (7,599) | 5,442 | (820) | 314 | (2,663) | ||||||||||||||||||||||||
| Total net unrealized appreciation (depreciation) relating to portfolio investments | $ | (7,184) | $ | 5,047 | $ | (820) | $ | 314 | $ | (2,643) | |||||||||||||||||||
(a)Includes unrealized appreciation on 27 LMM portfolio investments and unrealized depreciation on 12 LMM portfolio investments.
Income Taxes
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 for the three months ended March 31, 2026 when compared to the prior year is due to a reduction in the estimated undistributed taxable income at MSIF, which is taxed at a 4% rate. The net investment income related federal and state income and other tax expenses increase for the three months ended March 31, 2026 when compared to the prior year is due to increases in taxable net investment income at the Taxable Subsidiaries.
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.
Net Increase in Net Assets Resulting from Operations
The net increase in net assets resulting from operations for the three months ended March 31, 2026 was $13.2 million, or $0.29 per share, compared with $15.9 million, or $0.36 per share, for the three months ended March 31, 2025. The tables above provide a summary of the reasons for the change in net increase in net assets resulting from operations for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025.
LIQUIDITY AND CAPITAL RESOURCES
Cash Flows
For the three months ended March 31, 2026, MSC Income realized a net decrease in cash and cash equivalents of $5.1 million, which is the net result of $18.4 million of cash used in operating activities and $13.3 million of cash provided by financing activities.
The $18.4 million of cash used in operating activities resulted primarily from cash uses totaling $73.7 million for the funding of new and follow-on portfolio investments, partially offset by (i) cash proceeds totaling $41.6 million from the repayments of debt investments and sales of and return of capital from equity investments, (ii) cash flows generated from operating profits earned totaling $12.9 million, which is net investment income, excluding the non-cash effects of deferred taxes, the accretion of unearned income, PIK interest income, cumulative dividends and the amortization expense for deferred financing costs and (iii) $1.0 million in net cash uses related to changes in other assets and liabilities.
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The $13.3 million of cash provided by financing activities principally consisted of $150.0 million in net cash proceeds from the issuance of the May 2029 Notes (as defined below), partially offset by (i) $103.0 million in net cash repayments on the Credit Facilities, (ii) $16.8 million in cash dividends paid to stockholders, (iii) $16.0 million for the repurchases of common stock and (iv) $0.9 million for the payment of deferred financing costs.
Share Repurchases
See Note G - Share Repurchases 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 description of the 10b5-1 Repurchase Plan and shares repurchased thereunder during the three months ended March 31, 2026.
Capital Resources
As of March 31, 2026, MSC Income had $15.6 million in cash and cash equivalents and $194.4 million of unused capacity under the Credit Facilities (as defined below), which the Fund maintains to support investment and operating activities. As of March 31, 2026, the Fund's net asset value ("NAV") totaled $719.5 million, or $15.87 per share.
As of March 31, 2026, MSC Income had $83.0 million outstanding and $162.0 million of undrawn commitments under its floating rate multi-year revolving credit facility (the "Corporate Facility") and, through MSIF Funding, had $267.0 million outstanding and $33.0 million of undrawn commitments under its special purpose vehicle revolving credit facility (the "SPV Facility"), both of which approximated fair value. Availability under the Credit Facilities is subject to certain leverage and borrowing base limitations, covenants, reporting and other requirements customary for similar credit facilities.
On February 26, 2026, Main Street provided MSC Income with a revolving line of credit pursuant to an Unsecured Revolving Promissory Note (as amended, restated or otherwise modified, the "Main Street Facility" and, together with the SPV Facility and the Corporate Facility, the "Credit Facilities"), which currently provides for borrowings up to $30.0 million. Borrowings under the Main Street Facility bear interest at a rate of SOFR plus 4.5%, subject to a 2.0% SOFR floor and mature in December 2029. Available borrowings under the Main Street Facility are subject to a 0.25% non-use fee. The borrowings under the Main Street Facility are unsecured. As of March 31, 2026, there were no borrowings outstanding under the Main Street Facility.
For further information on the Credit Facilities, including key terms and financial covenants, refer to Note D - Debt in the notes to the consolidated financial statements included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q.
In March 2026, the Fund issued $150.0 million in aggregate principal amount of 6.34% Series A Notes due May 2029 (the "May 2029 Notes"). The outstanding aggregate principal amount of the May 2029 Notes was $150.0 million as of March 31, 2026. For more information on the May 2029 Notes, including key terms and financial covenants, refer to Note D - Debt in the notes to the consolidated financial statements included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q.
In October 2021, the Fund issued $77.5 million in aggregate principal amount of 4.04% Senior Notes due 2026 (the "October 2026 Notes"), and an additional $72.5 million in aggregate principal amount of October 2026 Notes in January 2022. The outstanding aggregate principal amount of the October 2026 Notes was $150.0 million as of both March 31, 2026 and December 31, 2025. For more information on the October 2026 Notes, including key terms and financial covenants, refer to Note D - Debt in the notes to the consolidated financial statements included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q.
On January 30, 2025, the Fund closed a follow-on public offering of 5,500,000 shares of its common stock, at the public offering price of $15.53 per share, in connection with the MSC Income Listing. In addition, on February 3, 2025, the Fund issued and sold 825,000 additional shares of its common stock, at the public offering price of $15.53 per share, pursuant to the underwriters' full exercise of their overallotment option. Net of underwriting discounts and commissions and offering costs, the Fund received net cash proceeds of $90.5 million in connection with the follow-on public equity offering.
MSC Income periodically invests excess cash balances into marketable securities. The primary investment objective of marketable securities is to generate incremental cash returns on excess cash balances prior to utilizing those funds for investment in Private Loan and LMM portfolio investments. Marketable securities generally consist of money market funds and certificates of deposit with financial institutions.
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If MSC Income's common stock trades below NAV per share, the Fund will generally not be able to issue additional common stock at the market price, unless the stockholders approve such a sale and the Board of Directors makes certain determinations. At the 2025 Annual Meeting of Stockholders, MSC Income received approval from its stockholders to have the flexibility, with the approval of the Board of Directors, to offer and sell shares of its common stock at a price below the current NAV per share until September 9, 2026. The Fund may also seek such authorization at future annual or special meetings of stockholders. Any decision to sell shares of MSC Income's common stock below the then current NAV per share of the common stock would be subject to the determination by the Board of Directors that such issuance is in the Fund's and its stockholders' best interests.
In order to satisfy the Code requirements applicable to a RIC, MSC Income intends to distribute to its stockholders, after consideration and application of its ability under the Code to carry forward certain excess undistributed taxable income from one tax year into the next tax year, substantially all of the Fund's taxable income.
In addition, as a BDC, MSC Income is allowed to borrow amounts such that its asset coverage ratio, or BDC asset coverage ratio, of its total assets to its total senior securities, which includes borrowings and any preferred stock the Fund may issue in the future, of at least 200% (or 150% if certain requirements are met). On January 29, 2025, the Board of Directors, including a "required majority" (as such term is defined in Section 57(o) of the 1940 Act) of the Board of Directors, approved the application of the reduced BDC asset coverage ratio. As a result the BDC asset coverage ratio requirement applicable to MSC Income decreased from 200% to 150% effective January 29, 2026. As of March 31, 2026, the Fund's BDC asset coverage ratio was 211%.
Although MSC Income has been able to secure access to additional liquidity, including through the Credit Facilities, the Master Note Purchase Agreement dated October 22, 2021 governing the October 2026 Notes (the "October 2026 Note Purchase Agreement") and the Master Note Purchase Agreement dated March 12, 2026 governing the May 2029 Notes (the "May 2029 Note Purchase Agreement"), there is no assurance that debt or equity capital will be available to the Fund in the future on favorable terms, or at all.
Recently Issued or Adopted Accounting Standards
From time to time, new accounting pronouncements are issued by the FASB or other standards-setting bodies that are adopted by MSC Income as of the specified effective date. The Fund believes that the impact of recently issued standards and any that are not yet effective will not have a material impact on its consolidated financial statements upon adoption. For a description of recently issued or adopted accounting standards, see Note B.13. - Summary of Significant Accounting Policies - Recently Issued or Adopted Accounting Standards in the notes to the consolidated financial statements included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q.
Inflation
Inflation has not historically had a significant effect on the Fund's results of operations in any of the reporting periods presented herein. However, the Fund's portfolio companies have experienced, specifically including over the last few years, as a result of recent geopolitical events, uncertainty with respect to the imposition of tariffs on and trade disputes with certain countries, supply chain and labor issues, and may continue to experience, the increasing impacts of inflation on their operating results, including periodic escalations in their costs for labor, raw materials and third-party services and required energy consumption. These issues and challenges related to inflation are receiving significant attention from the Fund's investment teams and the management teams of its portfolio companies as they work to manage these growing challenges. Prolonged or more severe impacts of inflation to portfolio companies could continue to affect their operating profits and, thereby, increase their borrowing costs, and as a result negatively impact their ability to service their debt obligations and/or reduce their available cash for distributions. In addition, these factors could have a negative effect on the fair value of investments in these portfolio companies. The combined impacts therefrom in turn could negatively affect the Fund's results of operations.
Off-Balance Sheet Arrangements
MSC Income may be a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financial needs of its portfolio companies. These instruments include commitments to extend credit and fund equity capital and involve, to varying degrees, elements of liquidity and credit risk in excess of the amount recognized in the Consolidated Balance Sheets. As of March 31, 2026, MSC Income had a total of $115.9 million in outstanding commitments comprised of (i) 59 investments with commitments to fund revolving loans that had not been fully drawn or term loans with additional commitments not yet funded and (ii) three investments with equity capital commitments that had not been fully called.
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Contractual Obligations
As of March 31, 2026, the Fund's future commitments for cash payments in connection with the Credit Facilities, the October 2026 Notes and the May 2029 Notes for each of the next five years and thereafter are as follows:
| 2026 | 2027 | 2028 | 2029 | 2030 | Thereafter | Total | |||||||||||||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||||||||||||||
| SPV Facility (1) | $ | - | $ | - | $ | - | $ | - | $ | 267,000 | $ | - | $ | 267,000 | |||||||||||||||||||||||||||
| Corporate Facility (1) | - | - | - | 83,000 | - | - | 83,000 | ||||||||||||||||||||||||||||||||||
| Main Street Facility (1) | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||
| October 2026 Notes | 150,000 | - | - | - | - | - | 150,000 | ||||||||||||||||||||||||||||||||||
| Interest due on October 2026 Notes | 6,060 | - | - | - | - | - | 6,060 | ||||||||||||||||||||||||||||||||||
| May 2029 Notes | - | - | - | 150,000 | - | - | 150,000 | ||||||||||||||||||||||||||||||||||
| Interest due on May 2029 Notes | 7,608 | 9,510 | 9,510 | 3,963 | - | - | 30,591 | ||||||||||||||||||||||||||||||||||
| Total | $ | 163,668 | $ | 9,510 | $ | 9,510 | $ | 236,963 | $ | 267,000 | $ | - | $ | 686,651 | |||||||||||||||||||||||||||
(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.
Related Party Transactions and Agreements
MSC Income has entered into agreements with the Adviser and/or certain of its affiliates and other parties whereby the Fund pays certain fees and reimbursements to these entities. In addition, the Fund makes payments to the Adviser for certain services that include the identification, execution and management of investments and also the management of day-to-day operations provided by the Adviser, pursuant to various agreements that MSC Income has entered into. See Note J - Related Party Transactions in the notes to the consolidated financial statements included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q for additional information regarding these related party transactions and agreements.
Recent Developments
In May 2026, the Board of Directors approved a change to its regular dividend payment frequency from quarterly to monthly beginning in July 2026. Additionally, MSC Income declared regular monthly dividends of $0.11 per share for each month of July, August and September 2026, or total regular monthly dividends of $0.33 per share for the third quarter of 2026, and a supplemental dividend of $0.03 per share, payable in September 2026, resulting in total dividends declared for the third quarter of 2026 of $0.36 per share.
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MSC Income Fund Inc. published this content on May 08, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 08, 2026 at 16:12 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]