msif-20240331

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)


þ			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from: to

Commission File Number: 814-00939

MSC Income Fund, Inc.

(Exact name of registrant as specified in its charter)


Maryland			45-3999996
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
1300 Post Oak Boulevard, 8th Floor Houston, TX			77056
(Address of principal executive offices)			(Zip Code)

(713) 350-6000

(Registrant’s telephone number including area code)

n/a

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Each Exchange on Which

Registered

None

N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

The number of shares outstanding of the issuer’s common stock as of May 8, 2024 was 80,475,393.

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TABLE OF CONTENTS


PART I
FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements
	Consolidated Balance Sheets—March 31 , 202 4 (unaudited) and December 31, 202 3	1
	Consolidated Statements of Operations (unaudited)—Three months ended March 3 1 , 202 4 and 202 3	2
	Consolidated Statements of Changes in Net Assets (unaudited)—Three months ended March 3 1 , 202 4 and 202 3	3
	Consolidated Statements of Cash Flows (unaudited)—Three months ended March 3 1 , 202 4 and 202 3	4
	Consolidated Schedule of Investments (unaudited)—March 3 1 , 202 4	5
	Consolidated Schedule of Investments—December 31, 202 3	27
	Notes to Consolidated Financial Statements (unaudited)	47
	Consolidated Schedules of Investments in and Advances to Affiliates (unaudited)—Three months ended March 3 1 , 202 4 and 20 23	82
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	92
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	105
Item 4.	Controls and Procedures	106
PART II
OTHER INFORMATION
Item 1.	Legal Proceedings	107
Item 1A.	Risk Factors	107
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	107
Item 5.	Other Information	108
Item 6.	Exhibits	109
	Signatures	110

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MSC INCOME FUND, INC.

Consolidated Balance Sheets

(in thousands, except shares and per share amounts)


	March 31, 2024		December 31, 2023
ASSETS	(Unaudited)
Investments at fair value:
Control investments (cost: $42,737 and $43,159 as of March 31, 2024 and December 31, 2023, respectively)	$	53,644	$	53,644
Affiliate investments (cost: $229,447 and $231,378 as of March 31, 2024 and December 31, 2023, respectively)	289,329		291,279
Non‑Control/Non‑Affiliate investments (cost: $790,354 and $763,781 as of March 31, 2024 and December 31, 2023, respectively)	773,009		747,972
Total investments (cost: $1,062,538 and $1,038,318 as of March 31, 2024 and December 31, 2023, respectively)	1,115,982		1,092,895
Cash and cash equivalents	24,648		30,786

Interest and dividend receivable	11,824		10,541
Receivable for securities sold	624		171
Deferred financing costs (net of accumulated amortization of $4,865 and $4,168 as of March 31, 2024 and December 31, 2023, respectively)	2,718		3,416
Prepaids and other assets	2,787		2,091
Total assets	$	1,158,583	$	1,139,900
LIABILITIES
Credit Facilities	$	354,688	$	335,688
Series A Notes due 2026 (par: $150,000 as of both March 31, 2024 and December 31, 2023)	149,229		149,155
Accounts payable and other liabilities	378		255
Payable for securities purchased	—		206
Interest payable	8,411		6,266
Dividend payable	14,821		14,019
Management and incentive fees payable	8,665		8,745
Deferred tax liability, net	3,870		3,259


Total liabilities	540,062		517,593
Commitments and contingencies (Note I)
NET ASSETS
Common stock, $0.001 par value per share (450,000,000 shares authorized; 80,112,588 and 80,108,865 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively)	80		80
Additional paid‑in capital	686,582		686,136



Total overdistributed earnings	(68,141)		(63,909)
Total net assets	618,521		622,307
Total liabilities and net assets	$	1,158,583	$	1,139,900
NET ASSET VALUE PER SHARE	$	7.72	$	7.77

The accompanying notes are an integral part of these consolidated financial statements

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MSC INCOME FUND, INC.

Consolidated Statements of Operations

(in thousands, except shares and per share amounts)

(Unaudited)


	Three Months Ended March 31,
	2024		2023
INVESTMENT INCOME:
Interest, fee and dividend income:
Control investments	$	811	$	809
Affiliate investments	6,929		7,894
Non‑Control/Non‑Affiliate investments	26,210		22,343
Total investment income	33,950		31,046
EXPENSES:
Interest	(9,549)		(8,334)
Base management fees	(5,028)		(4,855)
Incentive fees	(3,637)		(2,720)
Internal administrative services expenses	(2,267)		(2,038)




General and administrative	(1,034)		(880)
Total expenses before expense waivers	(21,515)		(18,827)
Waiver of internal administrative services expenses	2,111		1,889
Total expenses, net of expense waivers	(19,404)		(16,938)
NET INVESTMENT INCOME	14,546		14,108
NET REALIZED GAIN (LOSS):
Control investments	10		631
Affiliate investments	—		1,637
Non‑Control/Non‑Affiliate investments	(1,894)		1,164

Total net realized gain (loss)	(1,884)		3,432
NET UNREALIZED APPRECIATION (DEPRECIATION):
Control investments	422		(686)
Affiliate investments	(19)		1,321
Non‑Control/Non‑Affiliate investments	(1,536)		(4,774)
Total net unrealized depreciation	(1,133)		(4,139)
INCOME TAXES:
Federal and state income, excise and other taxes	(329)		(310)
Deferred taxes	(611)		(860)
Income tax provision	(940)		(1,170)
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	10,589	$	12,231
NET INVESTMENT INCOME PER SHARE—BASIC AND DILUTED	$	0.18	$	0.18
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS PER SHARE—BASIC AND DILUTED	$	0.13	$	0.15
WEIGHTED-AVERAGE SHARES OUTSTANDING—BASIC AND DILUTED	80,258,792		80,135,988

The accompanying notes are an integral part of these consolidated financial statements

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MSC INCOME FUND, INC.

Consolidated Statements of Changes in Net Assets

(in thousands, except shares)

(Unaudited)


	Common Stock			Additional Paid-In Capital		Total Overdistributed Earnings		Total Net Asset Value
	Number of Shares	Par Value





























Balances at December 31, 2022	80,105,999	$	80	$	684,165	$	(74,580)	$	609,665

Dividend reinvestment	564,377	1		4,413		—		4,414
Common stock repurchased	(519,489)	(1)		(3,984)		—		(3,985)
Net increase resulting from operations	—	—		—		12,231		12,231
Dividends to stockholders	—	—		—		(14,026)		(14,026)

Balances at March 31, 2023	80,150,887	$	80	$	684,594	$	(76,375)	$	608,299






















Balances at December 31, 2023	80,108,865	80		686,136		(63,909)		622,307
Issuance of common stock	314,070	—		2,500		—		2,500
Dividend reinvestment	564,969	1		4,492		—		4,493
Common stock repurchased	(875,316)	(1)		(6,546)		—		(6,547)
Net increase resulting from operations	—	—		—		10,589		10,589
Dividends to stockholders	—	—		—		(14,821)		(14,821)

Balances at March 31, 2024	80,112,588	$	80	$	686,582	$	(68,141)	$	618,521

The accompanying notes are an integral part of these consolidated financial statements

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MSC INCOME FUND, INC.

Consolidated Statements of Cash Flows

(in thousands)

(Unaudited)


	Three Months Ended March 31,
	2024		2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net increase in net assets resulting from operations	$	10,589	$	12,231
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by (used in) operating activities:

Investments in portfolio companies	(75,728)		(24,971)
Proceeds from sales and repayments of debt investments in portfolio companies	49,378		23,663
Proceeds from sales and return of capital of equity investments in portfolio companies	2,745		6,290
Net unrealized depreciation	1,133		4,139
Net realized (gain) loss on portfolio investments	1,884		(3,432)

Amortization of deferred financing costs	772		376
Amortization of deferred offering costs	—		66
Accretion of unearned income	(1,611)		(2,711)
Payment-in-kind interest	(1,525)		(1,685)
Cumulative dividends	(22)		(45)
Deferred tax provision	611		860
Changes in other assets and liabilities:
Interest and dividend receivable	(1,283)		(749)

Prepaid and other assets	(696)		4

Management and incentive fees payable	(80)		533


Interest payable	2,145		2,279
Accounts payable and other liabilities	119		(398)
Net cash provided by (used in) operating activities	(11,569)		16,450
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock	2,500		—
Redemption of common stock	(6,547)		(3,984)
Payment of offering costs	—		(66)
Dividends paid	(9,522)		(8,404)
Proceeds from Credit Facilities	82,000		13,000
Repayments on Credit Facilities	(63,000)		(11,000)




Net cash provided by (used in) financing activities	5,431		(10,454)
Net increase (decrease) in cash and cash equivalents	(6,138)		5,996
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	30,786		21,312
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	24,648	$	27,308




Supplemental cash flow disclosures:
Interest paid	$	6,632	$	5,680
Taxes paid	$	384	$	831
Non-cash financing activities:
Dividends declared and unpaid	$	14,821	$	14,026
Value of shares issued pursuant to the DRIP	$	4,493	$	4,414

The accompanying notes are an integral part of these consolidated financial statements

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MSC INCOME FUND, INC.

Consolidated Schedule of Investments

March 31, 2024

(dollars in thousands)

(Unaudited)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (22)	Shares/Units	Total Rate	Reference Rate and Spread (25)		PIK Rate (19)	Maturity Date	Principal (4)		Cost (4)		Fair Value (18)
Control Investments (5)
Copper Trail Fund Investments	(12) (13)	Investment Partnership
			LP Interests (CTMH, LP)	(8) (24)	7/17/2017	38.8%								$	693	$	568

GRT Rubber Technologies LLC		Manufacturer of Engineered Rubber Products
			Secured Debt		12/21/2018		11.48%	SF+	6.00%		10/29/2026	1,182		1,174		1,182
			Secured Debt		12/19/2014		13.48%	SF+	8.00%		10/29/2026	19,944		19,815		19,944
			Member Units	(8)	12/19/2014	2,896								6,435		21,890
														27,424		43,016
Harris Preston Fund Investments	(12) (13)	Investment Partnership
			LP Interests (2717 MH, L.P.)	(8) (24)	10/1/2017	49.3%								3,345		6,050

Volusion, LLC		Provider of Online Software-as-a-Service eCommerce Solutions
			Secured Debt		3/31/2023		10.00%				3/31/2025	900		900		900
			Preferred Member Units		3/31/2023	2,184,683								3,271		3,110
			Preferred Member Units		3/31/2023	61,077								—		—
			Preferred Member Units		1/26/2015	2,090,001								6,000		—
			Common Stock		3/31/2023	772,620								1,104		—
														11,275		4,010
Subtotal Control Investments (7.6% of net assets at fair value)														$	42,737	$	53,644
Affiliate Investments (6)
Analytical Systems Keco Holdings, LLC		Manufacturer of Liquid and Gas Analyzers
			Secured Debt	(9)	8/16/2019		15.38%	SF+	10.00%		8/16/2024	$	55	$	54	$	54
			Secured Debt	(9)	8/16/2019		15.38%	SF+	10.00%		8/16/2024	1,014		1,007		1,007
			Preferred Member Units		5/20/2021	607								607		1,390
			Preferred Member Units		8/16/2019	800	14.13%							800		—
			Warrants	(27)	8/16/2019	105					8/16/2029			79		—
														2,547		2,451
Barfly Ventures, LLC	(10)	Casual Restaurant Group
			Member Units		10/26/2020	12								528		1,540

Batjer TopCo, LLC		HVAC Mechanical Contractor
			Secured Debt		3/7/2022		10.00%				3/7/2027	50		49		50

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MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

March 31, 2024

(dollars in thousands)

(Unaudited)


Portfolio Company (1) (20)	Business Description	Type of Investment (2) (3) (15)		Investment Date (22)	Shares/Units	Total Rate	Reference Rate and Spread (25)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)
		Secured Debt		3/7/2022		10.00%				3/7/2027	30	30	30
		Secured Debt		3/7/2022		10.00%				3/7/2027	1,175	1,161	1,175
		Preferred Stock	(8)	3/7/2022	453							455	680
												1,695	1,935
Brewer Crane Holdings, LLC	Provider of Crane Rental and Operating Services
		Secured Debt	(9)	1/9/2018		15.48%	SF+	10.00%		1/9/2025	1,344	1,344	1,343
		Preferred Member Units	(8)	1/9/2018	737							1,070	1,430
												2,414	2,773
Centre Technologies Holdings, LLC	Provider of IT Hardware Services and Software Solutions
		Secured Debt	(9) (30)	1/4/2019			SF+	9.00%		1/4/2028	—	—	—
		Secured Debt	(9)	1/4/2019		14.48%	SF+	9.00%		1/4/2028	5,494	5,427	5,494
		Preferred Member Units		1/4/2019	3,327							1,531	3,040
												6,958	8,534
Chamberlin Holding LLC	Roofing and Waterproofing Specialty Contractor
		Secured Debt	(9) (30)	2/26/2018			SF+	6.00%		2/26/2026	—	(42)	—
		Secured Debt	(9)	2/26/2018		13.49%	SF+	8.00%		2/26/2026	3,905	3,903	3,905
		Member Units	(8)	2/26/2018	1,087							2,860	7,390
		Member Units	(8) (23)	11/2/2018	261,786							443	750
												7,164	12,045
Charps, LLC	Pipeline Maintenance and Construction
		Preferred Member Units	(8)	2/3/2017	457							491	4,010

Clad-Rex Steel, LLC	Specialty Manufacturer of Vinyl-Clad Metal
		Secured Debt		12/20/2016		12.00%				1/15/2027	2,140	2,137	2,100
		Secured Debt		12/20/2016		10.00%				12/20/2036	251	249	249
		Member Units	(8)	12/20/2016	179							1,820	1,010
		Member Units	(23)	12/20/2016	200							127	237
												4,333	3,596
Cody Pools, Inc.	Designer of Residential and Commercial Pools
		Secured Debt	(30)	3/6/2020						12/17/2026	—	(3)	—
		Secured Debt		3/6/2020		12.50%				12/17/2026	6,996	6,977	6,996
		Preferred Member Units	(8) (23)	3/6/2020	147							2,079	18,550
												9,053	25,546
Colonial Electric Company LLC	Provider of Electrical Contracting Services
		Secured Debt	(30)	3/31/2021						3/31/2026	—	—	—
		Secured Debt		3/31/2021		12.00%				3/31/2026	5,014	4,962	4,962
		Preferred Member Units		6/27/2023	240							240	600

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MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

March 31, 2024

(dollars in thousands)

(Unaudited)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (22)	Shares/Units	Total Rate	Reference Rate and Spread (25)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)
			Preferred Member Units		3/31/2021	4,320							1,920	2,080
													7,122	7,642
Compass Systems & Sales, LLC		Designer of End-to-End Material Handling Solutions
			Secured Debt	(30)	11/22/2023						11/22/2028	—	—	—
			Secured Debt		11/22/2023		13.50%				11/22/2028	4,300	4,182	4,182
			Preferred Equity		11/22/2023	1,863							1,863	1,863
													6,045	6,045
Datacom, LLC		Technology and Telecommunications Provider
			Secured Debt		3/1/2022		7.50%				12/31/2025	55	54	54
			Secured Debt		3/31/2021		10.00%				12/31/2025	921	885	842
			Preferred Member Units		3/31/2021	1,000							290	20
													1,229	916
Digital Products Holdings LLC		Designer and Distributor of Consumer Electronics
			Secured Debt	(9)	4/1/2018		15.38%	SF+	10.00%		4/27/2026	3,355	3,332	3,315
			Preferred Member Units	(8)	4/1/2018	964							2,375	2,459
													5,707	5,774
Direct Marketing Solutions, Inc.		Provider of Omni-Channel Direct Marketing Services
			Secured Debt	(30)	2/13/2018						2/13/2026	—	(3)	—
			Secured Debt		12/27/2022		14.00%				2/13/2026	4,918	4,895	4,918
			Preferred Stock		2/13/2018	2,100							2,100	5,060
													6,992	9,978
Flame King Holdings, LLC		Propane Tank and Accessories Distributor
			Preferred Equity	(8)	10/29/2021	2,340							2,600	6,970

Freeport Financial Funds	(12) (13)	Investment Partnership
			LP Interests (Freeport First Lien Loan Fund III LP)	(8) (24)	7/31/2015	6.0%							4,160	3,705

Gamber-Johnson Holdings, LLC		Manufacturer of Ruggedized Computer Mounting Systems
			Secured Debt	(9) (29) (30)	6/24/2016			SF+	7.00%		1/1/2028	—	—	—
			Secured Debt	(9) (29)	12/15/2022		10.00%	SF+	7.00%		1/1/2028	13,120	12,952	13,120
			Member Units	(8)	6/24/2016	2,261							4,423	26,640
													17,375	39,760

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MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

March 31, 2024

(dollars in thousands)

(Unaudited)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (22)	Shares/Units	Total Rate	Reference Rate and Spread (25)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)
GFG Group, LLC		Grower and Distributor of a Variety of Plants and Products to Other Wholesalers, Retailers and Garden Centers
			Secured Debt		3/31/2021		8.00%				3/31/2026	2,336	2,307	2,336
			Preferred Member Units	(8)	3/31/2021	56							1,225	2,460
													3,532	4,796
Gulf Publishing Holdings, LLC		Energy Industry Focused Media and Publishing
			Secured Debt	(9) (30)	9/29/2017			SF+	9.50%		7/1/2027	—	—	—
			Secured Debt		7/1/2022		12.50%				7/1/2027	600	600	571
			Preferred Equity		7/1/2022	15,930							1,400	380
			Member Units		4/29/2016	920							920	—
													2,920	951
Harris Preston Fund Investments	(12) (13)	Investment Partnership
			LP Interests (HPEP 3, L.P.)	(8) (24)	8/9/2017	8.2%							2,296	4,225

IG Investor, LLC		Military and Other Tactical Gear
			Secured Debt	(30)	6/21/2023						6/21/2028	—	(25)	(25)
			Secured Debt		6/21/2023		13.00%				6/21/2028	9,206	8,975	8,975
			Common Equity		6/21/2023	3,600							3,600	3,600
													12,550	12,550
Independent Pet Partners Intermediate Holdings, LLC	(10)	Omnichannel Retailer of Specialty Pet Products
			Common Equity		4/7/2023	6,436,566							6,540	6,400

Integral Energy Services	(10)	Nuclear Power Staffing Services
			Secured Debt	(9)	8/20/2021		13.09%	SF+	7.50%		8/20/2026	15,340	15,187	14,959
			Preferred Equity	(8)	12/7/2023	3,725	10.00%			10.00%			276	360
			Common Stock		8/20/2021	11,647							1,584	360
													17,047	15,679
Kickhaefer Manufacturing Company, LLC		Precision Metal Parts Manufacturing
			Secured Debt		10/31/2018		12.00%				10/31/2026	4,950	4,934	4,934
			Secured Debt		10/31/2018		9.00%				10/31/2048	957	949	949
			Preferred Equity		10/31/2018	145							3,060	2,640
			Member Units	(8) (23)	10/31/2018	200							248	683
													9,191	9,206
MH Corbin Holding LLC		Manufacturer and Distributor of Traffic Safety Products
			Secured Debt		8/31/2015		14.00%				12/31/2025	1,330	1,330	1,236

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MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

March 31, 2024

(dollars in thousands)

(Unaudited)


Portfolio Company (1) (20)	Business Description	Type of Investment (2) (3) (15)		Investment Date (22)	Shares/Units	Total Rate	Reference Rate and Spread (25)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)
		Preferred Member Units		3/15/2019	16,500							1,100	80
		Preferred Member Units		9/1/2015	1,000							1,500	—
												3,930	1,316
Mystic Logistics Holdings, LLC	Logistics and Distribution Services Provider for Large Volume Mailers
		Secured Debt	(30)	8/18/2014						1/31/2027	—	—	—
		Secured Debt		8/18/2014		10.00%				1/31/2027	1,436	1,431	1,436
		Common Stock	(8)	8/18/2014	1,468							680	6,598
												2,111	8,034
NexRev LLC	Provider of Energy Efficiency Products & Services
		Secured Debt		2/28/2018		10.00%				2/28/2025	400	400	400
		Secured Debt		2/28/2018		10.00%				2/28/2025	2,453	2,439	2,439
		Preferred Member Units	(8)	2/28/2018	25,786,046							2,053	2,050
												4,892	4,889
NuStep, LLC	Designer, Manufacturer and Distributor of Fitness Equipment
		Secured Debt	(9)	1/31/2017		11.98%	SF+	6.50%		1/31/2025	900	899	899
		Secured Debt		1/31/2017		12.00%				1/31/2025	4,610	4,607	4,607
		Preferred Member Units		11/2/2022	515							515	1,290
		Preferred Member Units		1/31/2017	102							2,550	2,550
												8,571	9,346
Oneliance, LLC	Construction Cleaning Company
		Secured Debt	(9)	8/6/2021		16.48%	SF+	11.00%		8/6/2026	1,340	1,327	1,327
		Preferred Stock		8/6/2021	282							282	282
												1,609	1,609
Orttech Holdings, LLC	Distributor of Industrial Clutches, Brakes and Other Components
		Secured Debt	(9) (30)	7/30/2021			SF+	11.00%		7/31/2026	—	(2)	—
		Secured Debt	(9)	7/30/2021		16.48%	SF+	11.00%		7/31/2026	5,490	5,438	5,490
		Preferred Stock	(8) (23)	7/30/2021	2,500							2,500	4,090
												7,936	9,580
Pinnacle TopCo, LLC	Manufacturer and Distributor of Garbage Can Liners, Poly Bags, Produce Bags, and Other Similar Products
		Secured Debt		12/21/2023		8.00%				12/31/2028	55	46	46
		Secured Debt		12/21/2023		13.00%				12/31/2028	7,660	7,481	7,481
		Preferred Equity	(8)	12/21/2023	110							3,135	3,135
												10,662	10,662
Robbins Bros. Jewelry, Inc.	Bridal Jewelry Retailer
		Secured Debt	(30)	12/15/2021						12/15/2026	—	(5)	(5)

Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

March 31, 2024

(dollars in thousands)

(Unaudited)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (22)	Shares/Units	Total Rate	Reference Rate and Spread (25)		PIK Rate (19)	Maturity Date	Principal (4)		Cost (4)		Fair Value (18)
			Secured Debt		12/15/2021		12.50%				12/15/2026	3,740		3,699		2,708
			Preferred Equity		12/15/2021	1,230								1,230		—
														4,924		2,703
SI East, LLC		Rigid Industrial Packaging Manufacturing
			Secured Debt		8/31/2018		11.25%				6/16/2028	375		370		375
			Secured Debt		6/16/2023		12.45%				6/16/2028	18,179		18,027		18,179
			Preferred Member Units	(8)	8/31/2018	55								508		6,390
														18,905		24,944
Student Resource Center, LLC	(10)	Higher Education Services
			Secured Debt	(14)	12/31/2022		8.50%			8.50%	12/31/2027	5,918		5,425		1,925
			Preferred Equity		12/31/2022	6,564,055								—		—
														5,425		1,925
Tedder Industries, LLC		Manufacturer of Firearm Holsters and Accessories
			Secured Debt	(17)	8/31/2018		12.00%				8/31/2023	460		460		432
			Secured Debt	(17)	8/31/2018		12.00%				8/31/2023	3,800		3,800		1,985
			Preferred Member Units		8/28/2023	1,738								165		—
			Preferred Member Units		2/1/2023	1,323								141		—
			Preferred Member Units		8/31/2018	136								2,311		—
														6,877		2,417
Trantech Radiator Topco, LLC		Transformer Cooling Products and Services
			Secured Debt	(30)	5/31/2019						5/31/2027	—		(1)		—
			Secured Debt		5/31/2019		13.50%				5/31/2027	1,980		1,956		1,980
			Common Stock	(8)	5/31/2019	154								1,164		2,900
														3,119		4,880
VVS Holdco LLC		Omnichannel Retailer of Animal Health Products
			Secured Debt	(9) (30)	12/1/2021			SF+	6.00%		12/1/2024	—		—		—
			Secured Debt		12/1/2021		11.50%				12/1/2026	7,050		6,937		6,937
			Preferred Equity	(8) (23)	12/1/2021	3,060								3,060		3,060
														9,997		9,997
Subtotal Affiliate Investments (46.8% of net assets at fair value)														$	229,447	$	289,329
Non-Control/Non-Affiliate Investments (7)
AAC Holdings, Inc.	(11)	Substance Abuse Treatment Service Provider
			Secured Debt		1/31/2023		18.00%			18.00%	6/25/2025	$	157	$	156	$	156
			Secured Debt		12/11/2020		18.00%			18.00%	6/25/2025	5,246		5,141		5,187
			Common Stock		12/11/2020	593,927								3,148		—
			Warrants	(27)	12/11/2020	197,717					12/11/2025			—		—
														8,445		5,343
AB Centers Acquisition Corporation	(10)	Applied Behavior Analysis Therapy Provider

Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

March 31, 2024

(dollars in thousands)

(Unaudited)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (22)	Shares/Units	Total Rate	Reference Rate and Spread (25)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)
			Secured Debt	(9) (30)	9/6/2022			P+	5.00%		9/6/2028	—	(19)	—
			Secured Debt	(9) (26)	9/6/2022		11.43%	SF+	6.00%		9/6/2028	2,347	2,315	2,347
			Secured Debt	(9)	9/6/2022		11.43%	SF+	6.00%		9/6/2028	2,298	2,218	2,298
			Secured Debt	(9)	6/21/2023		11.43%	SF+	6.00%		9/6/2028	770	743	770
													5,257	5,415
Acumera, Inc.	(10)	Managed Security Service Provider
			Secured Debt	(9) (30)	6/7/2023			SF+	7.00%		6/7/2028	—	(7)	(7)
			Secured Debt	(9)	6/7/2023		12.43%	SF+	7.00%		6/7/2028	11,847	11,755	11,847
			Warrants	(31)	6/7/2023	14,953					5/19/2028		—	90
													11,748	11,930
Adams Publishing Group, LLC	(10)	Local Newspaper Operator
			Secured Debt	(9) (29)	3/11/2022		11.00%	SF+	7.00%	1.00%	3/11/2027	938	938	902
			Secured Debt	(9) (29)	3/11/2022		11.00%	SF+	7.00%	1.00%	3/11/2027	2,462	2,457	2,368
													3,395	3,270
ADS Tactical, Inc.	(11)	Value-Added Logistics and Supply Chain Provider to the Defense Industry
			Secured Debt	(9)	3/29/2021		11.19%	SF+	5.75%		3/19/2026	2,813	2,788	2,828

AMEREQUIP LLC	(10)	Full Services Provider Including Design, Engineering and Manufacturing of Commercial and Agricultural Equipment
			Common Stock	(8)	8/31/2022	11							83	100

American Health Staffing Group, Inc.	(10)	Healthcare Temporary Staffing
			Secured Debt	(9) (30)	11/19/2021			P+	5.00%		11/19/2026	—	(9)	(9)
			Secured Debt	(9)	11/19/2021		11.61%	SF+	6.00%		11/19/2026	8,167	8,123	8,167
													8,114	8,158
American Nuts, LLC	(10)	Roaster, Mixer and Packager of Bulk Nuts and Seeds
			Secured Debt	(9)	3/11/2022		15.23%	SF+	9.75%	15.23%	4/10/2026	5,027	5,008	4,051
			Secured Debt	(9) (14)	3/11/2022		17.23%	SF+	11.75%	17.23%	4/10/2026	4,270	4,244	2,474
													9,252	6,525
American Teleconferencing Services, Ltd.	(11)	Provider of Audio Conferencing and Video Collaboration Solutions
			Secured Debt	(14) (17)	9/17/2021						4/7/2023	2,425	2,375	59
			Secured Debt	(14) (17)	5/19/2016						6/8/2023	11,693	11,451	282
													13,826	341
ArborWorks, LLC	(10)	Vegetation Management Services
			Secured Debt		11/6/2023		15.00%			15.00%	11/6/2028	1,952	1,952	1,952
			Secured Debt	(9)	11/6/2023		11.94%	SF+	6.50%	12.04%	11/6/2028	3,913	3,913	3,913

Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

March 31, 2024

(dollars in thousands)

(Unaudited)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (22)	Shares/Units	Total Rate	Reference Rate and Spread (25)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)
			Preferred Equity		11/6/2023	17,265							7,468	7,175
			Preferred Equity		11/6/2023	17,265							—	—
			Common Equity		11/9/2021	2,070							124	—
													13,457	13,040
Archer Systems, LLC	(10)	Mass Tort Settlement Administration Solutions Provider
			Common Stock		8/11/2022	62,402							62	90

ATS Operating, LLC	(10)	For-Profit Thrift Retailer
			Secured Debt	(9)	1/18/2022		12.09%	SF+	6.50%		1/18/2027	50	50	50
			Secured Debt	(9)	1/18/2022		11.09%	SF+	5.50%		1/18/2027	925	912	925
			Secured Debt	(9)	1/18/2022		13.09%	SF+	7.50%		1/18/2027	925	912	925
			Common Stock		1/18/2022	100,000							100	100
													1,974	2,000
AVEX Aviation Holdings, LLC	(10)	Specialty Aircraft Dealer & MRO Provider
			Secured Debt	(9) (30)	12/23/2022			SF+	7.25%		12/23/2027	—	(16)	(16)
			Secured Debt	(9)	12/23/2022		12.71%	SF+	7.25%		12/23/2027	3,408	3,318	3,370
			Common Equity	(8)	12/15/2021	137							134	124
													3,436	3,478
Berry Aviation, Inc.	(10)	Charter Airline Services
			Preferred Member Units	(23)	11/12/2019	122,416							—	70
			Preferred Member Units	(8) (23)	7/6/2018	1,548,387							—	880
			Preferred Member Units		3/8/2024	293,007							293	1,049
													293	1,999
Bettercloud, Inc.	(10)	SaaS Provider of Workflow Management and Business Application Solutions
			Secured Debt	(9) (30)	6/30/2022			SF+	7.25%		6/30/2028	—	(17)	(17)
			Secured Debt	(9)	6/30/2022		12.59%	SF+	7.25%	6.25%	6/30/2028	8,672	8,562	8,241
													8,545	8,224
Binswanger Enterprises, LLC	(10)	Glass Repair and Installation Service Provider
			Member Units		3/10/2017	1,050,000							1,050	500

Bluestem Brands, Inc.	(11)	Multi-Channel Retailer of General Merchandise
			Secured Debt	(9) (30)	2/16/2024			SF+	8.50%		8/28/2025	—	—	—
			Secured Debt	(9)	10/19/2022		16.00%	P+	7.50%	15.00%	8/28/2025	3,334	3,334	3,051
			Secured Debt	(9)	8/28/2020		13.94%	SF+	8.50%	12.94%	8/28/2025	4,072	3,531	3,726
			Common Stock		10/1/2020	700,446							—	70
			Warrants	(27)	10/19/2022	175,110					10/19/2032		1,111	20

Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

March 31, 2024

(dollars in thousands)

(Unaudited)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (22)	Shares/Units	Total Rate	Reference Rate and Spread (25)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)
													7,976	6,867
Boccella Precast Products LLC		Manufacturer of Precast Hollow Core Concrete
			Secured Debt		9/23/2021		10.00%				2/28/2027	80	80	80
			Member Units	(8)	6/30/2017	540,000							564	260
													644	340
Bond Brand Loyalty ULC	(10) (13) (21)	Provider of Loyalty Marketing Services
			Secured Debt	(9) (30)	5/1/2023			SF+	7.00%		5/1/2028	—	(15)	(15)
			Secured Debt	(9)	5/1/2023		11.48%	SF+	6.00%		5/1/2028	4,030	3,964	4,030
			Secured Debt	(9)	5/1/2023		13.48%	SF+	8.00%		5/1/2028	4,030	3,964	4,030
			Preferred Equity		5/1/2023	360							360	310
			Common Equity		5/1/2023	360							—	—
													8,273	8,355
BP Loenbro Holdings Inc.	(10)	Specialty Industrial Maintenance Services
			Secured Debt	(9) (30)	2/1/2024			SF+	6.25%		2/1/2029	—	(25)	(25)
			Secured Debt	(9) (30)	2/1/2024			SF+	6.25%		2/1/2029	—	(12)	(12)
			Secured Debt	(9)	2/1/2024		11.66%	SF+	6.25%		2/1/2029	11,431	11,210	11,210
			Common Equity		2/1/2024	1,000,000							1,000	1,000
													12,173	12,173
Brightwood Capital Fund Investments	(12) (13)	Investment Partnership
			LP Interests (Brightwood Capital Fund III, LP)	(24)	7/21/2014	0.5%							2,191	1,345
			LP Interests (Brightwood Capital Fund IV, LP)	(8) (24)	10/26/2016	1.2%							8,737	8,716
													10,928	10,061
Buca C, LLC		Casual Restaurant Group
			Secured Debt	(17)	6/30/2015		12.00%				8/31/2023	12,676	11,490	8,096
			Preferred Member Units		6/30/2015	4	6.00%			6.00%			3,040	—
													14,530	8,096
Burning Glass Intermediate Holding Company, Inc.	(10)	Provider of Skills-Based Labor Market Analytics
			Secured Debt	(9) (30)	6/14/2021			SF+	5.00%		6/10/2026	—	(12)	—
			Secured Debt	(9)	6/14/2021		10.43%	SF+	5.00%		6/10/2028	13,087	12,945	13,087
													12,933	13,087
CAI Software LLC		Provider of Specialized Enterprise Resource Planning Software
			Preferred Equity		12/13/2021	454,344							454	454
			Preferred Equity		12/13/2021	126,446							—	—
													454	454

Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

March 31, 2024

(dollars in thousands)

(Unaudited)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (22)	Shares/Units	Total Rate	Reference Rate and Spread (25)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)
Career Team Holdings, LLC		Provider of Workforce Training and Career Development Services
			Secured Debt	(9) (30)	12/17/2021			SF+	6.00%		12/17/2026	—	(4)	(4)
			Secured Debt		12/17/2021		13.00%				12/17/2026	2,205	2,169	2,169
			Common Stock		12/17/2021	50,000							500	500
													2,665	2,665
CaseWorthy, Inc.	(10)	SaaS Provider of Case Management Solutions
			Secured Debt	(9) (30)	5/18/2022			SF+	6.00%		5/18/2027	—	(3)	(3)
			Secured Debt	(9)	5/18/2022		11.56%	SF+	6.00%		5/18/2027	2,574	2,556	2,574
			Secured Debt	(9)	5/18/2022		11.56%	SF+	6.00%		5/18/2027	1,980	1,967	1,980
			Common Equity		12/30/2022	80,000							80	80
													4,600	4,631
Central Moloney, LLC	(10)	Manufacturer of Electricity Transformers and Related Equipment
			Secured Debt	(9)	2/9/2024		12.05%	SF+	6.75%		10/20/2028	15,000	14,711	14,711

Channel Partners Intermediateco, LLC	(10)	Outsourced Consumer Services Provider
			Secured Debt	(9) (28)	2/7/2022		12.56%	SF+	7.00%		2/7/2027	152	138	145
			Secured Debt	(9)	2/7/2022		12.58%	SF+	7.00%		2/7/2027	3,351	3,312	3,184
			Secured Debt	(9)	6/24/2022		12.58%	SF+	7.00%		2/7/2027	186	184	176
			Secured Debt	(9)	3/27/2023		12.58%	SF+	7.00%		2/7/2027	449	440	426
													4,074	3,931
Clarius BIGS, LLC	(10)	Prints & Advertising Film Financing
			Secured Debt	(14) (17)	9/23/2014						1/5/2015	2,694	2,350	16

Classic H&G Holdings, LLC		Provider of Engineered Packaging Solutions
			Secured Debt	(9)	3/12/2020		11.63%	SF+	6.00%		3/12/2025	940	934	940
			Secured Debt		3/12/2020		8.00%				3/12/2025	4,819	4,790	4,819
			Preferred Member Units	(8)	3/12/2020	39							1,440	4,370
													7,164	10,129
Computer Data Source, LLC	(10)	Third Party Maintenance Provider to the Data Center Ecosystem
			Secured Debt	(9) (28)	8/6/2021		13.47%	SF+	8.00%		8/6/2026	4,167	4,065	4,072
			Secured Debt	(9) (30)	3/29/2024			SF+	8.00%		8/6/2026	—	(139)	(139)
			Secured Debt	(9)	8/6/2021		13.46%	SF+	8.00%		8/6/2026	15,260	15,113	14,915
													19,039	18,848
Construction Supply Investments, LLC	(10)	Distribution Platform of Specialty Construction Materials to Professional Concrete and Masonry Contractors
			Member Units		12/29/2016	861,618							3,335	22,430

Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

March 31, 2024

(dollars in thousands)

(Unaudited)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (22)	Shares/Units	Total Rate	Reference Rate and Spread (25)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)

CQ Fluency, LLC	(10)	Global Language Services Provider
			Secured Debt	(9) (30)	12/27/2023			SF+	7.00%		6/27/2027	—	(41)	(41)
			Secured Debt	(9) (30)	12/27/2023			SF+	7.00%		6/27/2027	—	(41)	(41)
			Secured Debt	(9)	12/27/2023		12.41%	SF+	7.00%		6/27/2027	7,500	7,296	7,352
													7,214	7,270
Dalton US Inc.	(10)	Provider of Supplemental Labor Services
			Common Stock		8/16/2022								52	60

DMA Industries, LLC		Distributor of Aftermarket Ride Control Products
			Secured Debt		11/19/2021		12.00%				11/19/2026	4,700	4,647	4,700
			Preferred Equity		11/19/2021	1,486							1,486	1,490
													6,133	6,190
DTE Enterprises, LLC	(10)	Industrial Powertrain Repair and Services
			Class AA Preferred Member Units (non-voting)	(8)	4/13/2018		10.00%			10.00%			1,316	855
			Class A Preferred Member Units		4/13/2018	776,316	8.00%			8.00%			776	—
													2,092	855
Dynamic Communities, LLC	(10)	Developer of Business Events and Online Community Groups
			Secured Debt	(9)	12/20/2022		10.43%	SF+	5.00%	10.43%	12/31/2026	2,125	1,967	1,967
			Secured Debt	(9)	12/20/2022		12.43%	SF+	7.00%	12.43%	12/31/2026	2,179	1,946	1,926
			Preferred Equity		12/20/2022	125,000							128	60
			Preferred Equity		12/20/2022	2,376,241							—	—
			Common Equity		12/20/2022	1,250,000							—	—
													4,041	3,953
Elgin AcquireCo, LLC		Manufacturer and Distributor of Engine and Chassis Components
			Secured Debt	(9) (30)	10/3/2022			SF+	6.00%		10/3/2027	—	—	—
			Secured Debt		10/3/2022		12.00%				10/3/2027	1,197	1,171	1,171
			Secured Debt		10/3/2022		9.00%				10/3/2052	412	408	408
			Common Stock		10/3/2022	19							374	390
			Common Stock	(23)	10/3/2022	61							102	109
													2,055	2,078
Emerald Technologies Acquisition Co, Inc.	(11)	Design & Manufacturing
			Secured Debt	(9)	2/10/2022		11.74%	SF+	6.25%		12/29/2027	2,375	2,344	2,185

Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

March 31, 2024

(dollars in thousands)

(Unaudited)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (22)	Shares/Units	Total Rate	Reference Rate and Spread (25)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)
Engineering Research & Consulting, LLC	(10)	Provider of Engineering & Consulting Services to US Department of Defense
			Secured Debt	(9) (28)	5/23/2022		13.75%	P+	5.25%		5/23/2027	176	165	176
			Secured Debt	(9)	5/23/2022		11.66%	SF+	6.25%		5/23/2028	5,082	5,014	5,025
													5,179	5,201
Escalent, Inc.	(10)	Market Research and Consulting Firm
			Secured Debt	(9) (30)	4/7/2023			SF+	8.00%		4/7/2029	—	(9)	(9)
			Secured Debt	(9)	4/7/2023		13.40%	SF+	8.00%		4/7/2029	6,907	6,733	6,907
			Common Equity		4/7/2023	170,998							174	200
													6,898	7,098
Event Holdco, LLC	(10)	Event and Learning Management Software for Healthcare Organizations and Systems
			Secured Debt	(9)	12/22/2021		13.56%	SF+	8.00%		12/22/2026	308	306	304
			Secured Debt	(9)	12/22/2021		13.56%	SF+	8.00%	8.00%	12/22/2026	3,755	3,735	3,705
													4,041	4,009
Garyline, LLC	(10)	Manufacturer of Consumer Plastic Products
			Secured Debt	(9)	11/10/2023		12.17%	SF+	6.75%		11/10/2028	210	138	208
			Secured Debt	(9)	11/10/2023		12.17%	SF+	6.75%		11/10/2028	9,640	9,374	9,544
			Common Equity		11/10/2023								210	210
													9,722	9,962
Hawk Ridge Systems, LLC		Value-Added Reseller of Engineering Design and Manufacturing Solutions
			Secured Debt	(9)	12/2/2016		11.53%	SF+	6.00%		1/15/2026	359	358	359
			Secured Debt		12/2/2016		12.50%				1/15/2026	9,744	9,703	9,744
			Preferred Member Units	(8)	12/2/2016	56							713	4,470
			Preferred Member Units	(23)	12/2/2016	56							38	240
													10,812	14,813
HDC/HW Intermediate Holdings	(10)	Managed Services and Hosting Provider
			Secured Debt	(9)	3/7/2024		9.07%	SF+	3.50%	2.50%	6/21/2026	1,335	1,254	1,254
			Secured Debt	(14)	3/7/2024		2.50%		2.50%	2.50%	6/21/2026	914	401	401
			Common Equity		3/7/2024	35,971							—	—
													1,655	1,655
HEADLANDS OP-CO LLC	(10)	Clinical Trial Sites Operator
			Secured Debt	(9) (30)	8/1/2022			SF+	6.50%		8/1/2027	—	(13)	(13)
			Secured Debt	(9)	8/1/2022		11.83%	SF+	6.50%		8/1/2027	1,990	1,959	1,990
			Secured Debt	(9)	8/1/2022		11.83%	SF+	6.50%		8/1/2027	4,913	4,847	4,913
													6,793	6,890
Hybrid Promotions, LLC	(10)	Wholesaler of Licensed, Branded and Private Label Apparel

Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

March 31, 2024

(dollars in thousands)

(Unaudited)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (22)	Shares/Units	Total Rate	Reference Rate and Spread (25)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)
			Secured Debt	(9)	6/30/2021		15.84%	SF+	8.25%	2.00%	6/30/2026	8,004	7,869	7,840

IG Parent Corporation	(11)	Software Engineering
			Secured Debt	(9) (30)	7/30/2021			SF+	5.75%		7/30/2026	—	(12)	—
			Secured Debt	(9)	7/30/2021		10.93%	SF+	5.50%		7/30/2028	6,250	6,188	6,250
			Secured Debt	(9)	7/30/2021		10.93%	SF+	5.50%		7/30/2028	1,937	1,918	1,937
													8,094	8,187
Imaging Business Machines, L.L.C.	(10)	Technology Hardware & Equipment
			Secured Debt	(9) (28)	6/8/2023		12.27%	SF+	7.00%		6/30/2028	593	593	593
			Secured Debt	(9)	6/8/2023		12.25%	SF+	7.00%		6/30/2028	10,358	10,060	10,358
			Common Equity		6/8/2023	422							580	600
													11,233	11,551
Implus Footcare, LLC	(10)	Provider of Footwear and Related Accessories
			Secured Debt	(9)	6/1/2017		14.21%	SF+	7.75%	1.00%	7/31/2024	17,042	17,040	16,103

Infinity X1 Holdings, LLC		Manufacturer and Supplier of Personal Lighting Products
			Secured Debt		3/31/2023		13.00%				3/31/2028	4,331	4,263	4,263
			Preferred Equity	(8)	3/31/2023	21,840							1,092	1,092
													5,355	5,355
Infolinks Media Buyco, LLC	(10)	Exclusive Placement Provider to the Advertising Ecosystem
			Secured Debt	(9)	11/1/2021		11.18%	SF+	5.75%		11/1/2026	1,876	1,829	1,876
			Secured Debt	(9)	11/1/2021		11.18%	SF+	5.75%		11/1/2026	9,564	9,463	9,564
													11,292	11,440
Insight Borrower Corporation	(10)	Test, Inspection, and Certification Instrument Provider
			Secured Debt	(9) (30)	7/19/2023			SF+	6.25%		7/19/2028	—	(38)	(38)
			Secured Debt	(9) (30)	7/19/2023			SF+	6.25%		7/19/2029	—	(31)	(31)
			Secured Debt	(9)	7/19/2023		11.56%	SF+	6.25%		7/19/2029	8,352	8,132	8,209
			Common Equity		7/19/2023	47,847							239	160
													8,302	8,300
Inspire Aesthetics Management, LLC	(10)	Surgical and Non-Surgical Plastic Surgery and Aesthetics Provider
			Secured Debt	(9) (28)	4/3/2023		13.44%	SF+	8.00%		4/3/2028	676	660	652
			Secured Debt	(9)	4/3/2023		13.48%	SF+	8.00%		4/3/2028	6,240	6,108	6,017
			Secured Debt	(9)	6/14/2023		13.48%	SF+	8.00%		4/3/2028	1,257	1,230	1,212
			Common Equity		4/3/2023	101,719							322	190
													8,320	8,071
Interface Security Systems, L.L.C	(10)	Commercial Security & Alarm Services

Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

March 31, 2024

(dollars in thousands)

(Unaudited)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (22)	Shares/Units	Total Rate	Reference Rate and Spread (25)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)
			Secured Debt	(17) (28)	12/9/2021		15.43%	SF+	10.00%		8/7/2023	1,835	1,835	1,680
			Secured Debt	(9) (14) (17)	8/7/2019		12.43%	SF+	7.00%	12.43%	8/7/2023	7,334	7,254	17
			Common Stock		12/7/2021	2,143							—	—
													9,089	1,697
Intermedia Holdings, Inc.	(11)	Unified Communications as a Service
			Secured Debt	(9)	8/3/2018		11.43%	SF+	6.00%		7/19/2025	7,037	7,032	7,037

Invincible Boat Company, LLC.	(10)	Manufacturer of Sport Fishing Boats
			Secured Debt	(9)	8/28/2019		11.96%	SF+	6.50%		8/28/2025	104	101	103
			Secured Debt	(9)	8/28/2019		11.96%	SF+	6.50%		8/28/2025	16,812	16,760	16,615
													16,861	16,718
INW Manufacturing, LLC	(11)	Manufacturer of Nutrition and Wellness Products
			Secured Debt	(9)	5/19/2021		11.31%	SF+	5.75%		3/25/2027	6,563	6,452	5,250

Iron-Main Investments, LLC		Consumer Reporting Agency Providing Employment Background Checks and Drug Testing
			Secured Debt		8/2/2021		13.50%				1/31/2028	1,128	1,110	1,110
			Secured Debt		9/1/2021		13.50%				1/31/2028	735	723	723
			Secured Debt		11/15/2021		13.50%				1/31/2028	2,236	2,236	2,236
			Secured Debt		11/15/2021		13.50%				1/31/2028	4,906	4,820	4,820
			Secured Debt		1/31/2023		13.50%				1/31/2028	2,591	2,484	2,484
			Common Stock		8/3/2021	50,753							689	669
													12,062	12,042
Isagenix International, LLC	(11)	Direct Marketer of Health & Wellness Products
			Secured Debt	(9)	4/13/2023		11.03%	SF+	5.50%	8.54%	4/14/2028	2,763	2,536	2,417
			Common Equity		4/13/2023	186,322							—	—
													2,536	2,417
ITA Holdings Group, LLC		Air Ambulance Services
			Secured Debt	(9)	6/21/2023		16.53%	SF+	9.00%	2.00%	6/21/2027	208	203	203
			Secured Debt	(9)	6/21/2023		16.53%	SF+	9.00%	2.00%	6/21/2027	179	175	175
			Secured Debt	(9)	6/21/2023		15.53%	SF+	8.00%	2.00%	6/21/2027	1,096	871	871
			Secured Debt	(9)	6/21/2023		17.53%	SF+	10.00%	2.00%	6/21/2027	1,096	871	871
			Warrants	(27)	6/21/2023	48,327					6/21/2033		523	523
													2,643	2,643
Jackmont Hospitality, Inc.	(10)	Franchisee of Casual Dining Restaurants
			Secured Debt	(9) (26)	10/26/2022		12.46%	SF+	7.00%		11/4/2024	1,662	1,645	1,663
			Secured Debt	(9)	2/27/2024		15.48%	SF+	10.00%		11/4/2024	317	287	287
			Secured Debt	(9)	11/8/2021		12.46%	SF+	7.00%		11/4/2024	3,895	3,895	3,895
			Preferred Equity		11/8/2021	5,653,333							216	2,190

Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

March 31, 2024

(dollars in thousands)

(Unaudited)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (22)	Shares/Units	Total Rate	Reference Rate and Spread (25)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)
													6,043	8,035
Joerns Healthcare, LLC	(11)	Manufacturer and Distributor of Health Care Equipment & Supplies
			Secured Debt	(9) (14)	8/21/2019		21.59%	SF+	16.00%	21.59%	8/21/2024	942	942	—
			Secured Debt	(9) (14)	8/21/2019		21.59%	SF+	16.00%	21.59%	8/21/2024	906	906	—
			Secured Debt	(9)	3/30/2024		14.31%	SF+	8.75%	6.00%	3/29/2029	1,615	1,615	1,615
			Secured Debt	(9)	3/30/2024		14.31%	SF+	8.75%	6.00%	3/29/2029	982	982	982
			Common Stock		8/21/2019	392,514							3,678	—
			Common Stock		3/29/2024	4,535,784							166	166
													8,289	2,763
Johnson Downie Opco, LLC		Executive Search Services
			Secured Debt	(30)	12/10/2021						12/10/2026	—	(4)	—
			Secured Debt		12/10/2021		15.00%				12/10/2026	2,690	2,649	2,690
			Preferred Equity	(8)	12/10/2021	368							404	1,080
													3,049	3,770
JorVet Holdings, LLC		Supplier and Distributor of Veterinary Equipment and Supplies
			Secured Debt		3/28/2022		12.00%				3/28/2027	2,850	2,816	2,816
			Preferred Equity	(8)	3/28/2022	11,934							1,193	1,193
													4,009	4,009
JTI Electrical & Mechanical, LLC	(10)	Electrical, Mechanical and Automation Services
			Secured Debt	(9) (28)	12/22/2021		11.57%	SF+	6.00%		12/22/2026	612	605	612
			Secured Debt	(9)	12/22/2021		11.55%	SF+	6.00%		12/22/2026	2,980	2,947	2,980
			Secured Debt	(9)	2/1/2024		11.55%	SF+	6.00%		12/22/2026	279	271	279
			Common Equity		12/22/2021	140,351							140	110
													3,963	3,981
KMS, LLC	(10)	Wholesaler of Closeout and Value-priced Products
			Secured Debt	(9)	10/4/2021		14.70%	SF+	9.25%		10/4/2026	1,289	1,237	1,197
			Secured Debt	(9)	10/4/2021		14.70%	SF+	9.25%		10/4/2026	9,286	9,191	8,627
													10,428	9,824
Lightbox Holdings, L.P.	(11)	Provider of Commercial Real Estate Software
			Secured Debt		5/9/2019		10.56%	SF+	5.00%		5/9/2026	5,750	5,724	5,578

LL Management, Inc.	(10)	Medical Transportation Service Provider
			Secured Debt	(9)	5/2/2019		12.68%	SF+	7.25%		9/25/2024	7,916	7,898	7,916
			Secured Debt	(9)	5/2/2019		12.68%	SF+	7.25%		9/25/2024	5,220	5,208	5,220
			Secured Debt	(9)	11/20/2020		12.68%	SF+	7.25%		9/25/2024	—	—	—
			Secured Debt	(9)	2/26/2021		12.68%	SF+	7.25%		9/25/2024	867	865	867
			Secured Debt	(9)	5/12/2022		12.68%	SF+	7.25%		9/25/2024	8,780	8,752	8,780
													22,723	22,783

Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

March 31, 2024

(dollars in thousands)

(Unaudited)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (22)	Shares/Units	Total Rate	Reference Rate and Spread (25)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)
LLFlex, LLC	(10)	Provider of Metal-Based Laminates
			Secured Debt	(9)	8/16/2021		15.48%	SF+	9.00%	1.00%	8/16/2026	4,907	4,854	4,525

Logix Acquisition Company, LLC	(10)	Competitive Local Exchange Carrier
			Secured Debt	(9)	1/8/2018		13.25%	P+	4.75%		12/22/2024	11,552	11,352	8,957

Mako Steel, LP	(10)	Self-Storage Design & Construction
			Secured Debt	(9) (30)	3/15/2021			SF+	6.75%		3/15/2026	—	(32)	—
			Secured Debt	(9)	3/15/2021		12.23%	SF+	6.75%		3/15/2026	16,503	16,367	16,503
			Secured Debt	(9)	3/28/2024		12.98%	SF+	7.50%		3/15/2026	5,000	4,855	5,000
													21,190	21,503
Metalforming Holdings, LLC		Distributor of Sheet Metal Folding and Metal Forming Equipment
			Secured Debt	(30)	10/19/2022						10/19/2024	—	—	—
			Secured Debt		10/19/2022		11.75%				10/19/2027	1,663	1,628	1,628
			Preferred Equity	(8)	10/19/2022	434,331	8.00%			8.00%			434	443
			Common Stock	(8)	10/19/2022	112,865							113	180
													2,175	2,251
Microbe Formulas, LLC	(10)	Nutritional Supplements Provider
			Secured Debt	(9) (30)	4/4/2022			SF+	6.25%		4/3/2028	—	(6)	(6)
			Secured Debt	(9)	4/4/2022		11.43%	SF+	6.00%		4/3/2028	2,671	2,634	2,671
													2,628	2,665
Mills Fleet Farm Group, LLC	(10)	Omnichannel Retailer of Work, Farm and Lifestyle Merchandise
			Secured Debt	(9)	10/24/2018		12.46%	SF+	7.00%		12/31/2026	18,152	17,887	17,662

Mini Melts of America, LLC	(10)	Manufacturer and Distributor of Branded Premium Beaded Ice Cream
			Secured Debt	(9) (28)	11/30/2023		11.57%	SF+	6.25%		11/30/2028	540	513	517
			Secured Debt	(9) (26)	11/30/2023		11.58%	SF+	6.25%		11/30/2028	465	450	446
			Secured Debt	(9)	11/30/2023		10.59%	SF+	5.25%		11/30/2028	3,225	3,153	3,193
			Secured Debt	(9)	11/30/2023		12.59%	SF+	7.25%		11/30/2028	3,225	3,150	3,193
			Common Equity		11/30/2023	300,000							300	300
													7,566	7,649
MonitorUS Holding, LLC	(10) (13) (21)	SaaS Provider of Media Intelligence Services
			Secured Debt		5/24/2022		14.00%			4.00%	5/24/2027	1,132	1,118	1,119
			Secured Debt		5/24/2022		14.00%			4.00%	5/24/2027	2,941	2,903	3,143
			Secured Debt		5/24/2022		14.00%			4.00%	5/24/2027	5,007	4,945	5,007
			Unsecured Debt		11/14/2023		8.00%			8.00%	3/31/2025	46	46	46

Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

March 31, 2024

(dollars in thousands)

(Unaudited)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (22)	Shares/Units	Total Rate	Reference Rate and Spread (25)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)
			Common Stock		8/30/2022	12,798,820							256	197
													9,268	9,512
NinjaTrader, LLC	(10)	Operator of Futures Trading Platform
			Secured Debt	(9) (30)	12/18/2019			SF+	7.00%		12/18/2026	—	(4)	(4)
			Secured Debt	(9) (30)	12/18/2019			SF+	7.00%		12/18/2026	—	(11)	(11)
			Secured Debt	(9)	12/18/2019		12.48%	SF+	7.00%		12/18/2026	14,776	14,616	14,776
													14,601	14,761
Obra Capital, Inc	(11)	Alternative Asset Manager
			Secured Debt		10/10/2019		11.44%	SF+	6.00%		10/1/2026	6,840	6,538	5,977

Power System Solutions	(10)	Backup Power Generation
			Secured Debt	(9) (30)	6/7/2023			SF+	6.50%		6/7/2028	—	(33)	(33)
			Secured Debt	(9)	6/7/2023		11.82%	SF+	6.50%		6/7/2028	2,660	2,588	2,660
			Secured Debt	(9)	6/7/2023		11.80%	SF+	6.50%		6/7/2028	7,919	7,721	7,919
			Common Equity		6/7/2023	532							532	730
													10,808	11,276
PrimeFlight Aviation Services	(10)	Air Freight & Logistics
			Secured Debt	(9)	5/1/2023		12.28%	SF+	6.85%		5/1/2029	5,955	5,805	5,955
			Secured Debt	(9)	9/7/2023		12.15%	SF+	6.85%		5/1/2029	569	553	569
			Secured Debt	(9)	1/30/2024		11.55%	SF+	6.25%		5/1/2029	571	561	571
													6,919	7,095
PTL US Bidco, Inc	(10) (13) (21)	Manufacturers of Equipment, Including Drilling Rigs and Equipment, and Providers of Supplies and Services to Companies Involved In the Drilling, Evaluation and Completion of Oil and Gas Wells
			Secured Debt	(9) (28)	8/19/2022		12.77%	SF+	7.25%		8/19/2027	198	189	198
			Secured Debt	(9)	8/19/2022		12.84%	SF+	7.25%		8/19/2027	1,422	1,401	1,422
													1,590	1,620
Purge Rite, LLC	(10)	HVAC Flushing and Filtration Services
			Secured Debt	(9) (30)	10/2/2023			SF+	8.00%		10/2/2028	—	(18)	(18)
			Secured Debt	(9)	10/2/2023		13.64%	SF+	8.00%		10/2/2028	3,906	3,818	3,867
			Preferred Equity		10/2/2023	1,302,083							1,302	1,302
													5,102	5,151
RA Outdoors LLC	(10)	Software Solutions Provider for Outdoor Activity Management
			Secured Debt	(9) (28)	4/8/2021		12.33%	SF+	6.75%		4/8/2026	1,235	1,228	1,168
			Secured Debt	(9)	4/8/2021		12.18%	SF+	6.75%		4/8/2026	12,917	12,838	12,217
													14,066	13,385
Research Now Group, Inc. and Survey Sampling International, LLC	(11)	Provider of Outsourced Online Surveying
			Secured Debt	(9)	12/29/2017		11.07%	SF+	5.50%		12/20/2024	9,665	9,665	5,832

Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

March 31, 2024

(dollars in thousands)

(Unaudited)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (22)	Shares/Units	Total Rate	Reference Rate and Spread (25)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)

Richardson Sales Solutions	(10)	Business Services
			Secured Debt	(9) (28)	8/24/2023		11.82%	SF+	6.50%		8/24/2028	455	405	451
			Secured Debt	(9)	8/24/2023		11.82%	SF+	6.50%		8/24/2028	10,487	10,210	10,408
													10,615	10,859
Roof Opco, LLC	(10)	Residential Re-Roofing/Repair
			Secured Debt	(9) (30)	8/27/2021			SF+	6.50%		8/27/2026	—	(9)	—
			Secured Debt	(9)	8/27/2021		12.09%	SF+	6.50%		8/27/2026	4,219	4,156	4,149
			Secured Debt	(9)	8/27/2021		14.09%	SF+	8.50%		8/27/2026	4,219	4,156	4,089
													8,303	8,238
Rug Doctor, LLC.	(10)	Carpet Cleaning Products and Machinery
			Secured Debt	(9)	7/16/2021		13.24%	SF+	5.75%	2.00%	11/16/2025	6,443	6,425	6,443
			Secured Debt	(9)	7/16/2021		13.24%	SF+	5.75%	2.00%	11/16/2025	8,838	8,811	8,838
													15,236	15,281
Slick Innovations, LLC		Text Message Marketing Platform
			Secured Debt		9/13/2018		14.00%				12/22/2027	4,720	4,573	4,720
			Common Stock		9/13/2018	17,500							—	460
													4,573	5,180
South Coast Terminals Holdings, LLC	(10)	Specialty Toll Chemical Manufacturer
			Secured Debt	(9) (30)	12/10/2021			SF+	6.00%		12/13/2026	—	(4)	(4)
			Secured Debt	(9)	12/10/2021		11.43%	SF+	6.00%		12/13/2026	2,839	2,808	2,839
			Common Equity		12/10/2021	61							61	59
													2,865	2,894
SPAU Holdings, LLC	(10)	Digital Photo Product Provider
			Secured Debt	(9)	7/1/2022		12.96%	SF+	7.50%		7/1/2027	300	287	300
			Secured Debt	(9)	7/1/2022		12.96%	SF+	7.50%		7/1/2027	4,913	4,849	4,912
			Common Stock		7/1/2022	200,000							200	190
													5,336	5,402
Tex Tech Tennis, LLC	(10)	Sporting Goods & Textiles
			Preferred Equity	(23)	7/7/2021	1,000,000							1,000	2,680

The Affiliati Network, LLC		Performance Marketing Solutions
			Secured Debt	(30)	8/9/2021						8/9/2026	—	(2)	(2)
			Secured Debt		8/9/2021		13.00%				8/9/2026	1,780	1,761	1,744
			Preferred Stock		9/1/2023	59,027							59	59
			Preferred Stock	(8)	8/9/2021	320,000							1,600	1,600
													3,418	3,401
Titan Meter Midco Corp.	(10)	Value Added Distributor of a Variety of Metering and Measurement Products and Solutions to the Energy Industry

Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

March 31, 2024

(dollars in thousands)

(Unaudited)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (22)	Shares/Units	Total Rate	Reference Rate and Spread (25)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)
			Secured Debt	(9) (30)	3/11/2024			SF+	6.50%		3/11/2029	—	(48)	(48)
			Secured Debt	(9)	3/11/2024		11.82%	SF+	6.50%		3/11/2029	13,147	12,695	12,695
			Preferred Equity		3/11/2024	468,750							469	469
													13,116	13,116
U.S. TelePacific Corp.	(11)	Provider of Communications and Managed Services
			Secured Debt	(9) (14)	6/1/2023		12.49%	SF+	7.15%	6.00%	5/2/2027	6,802	2,505	2,604
			Secured Debt	(14)	6/1/2023						5/2/2027	692	15	—
													2,520	2,604
Urgent DSO LLC		General and Emergency Dentistry Practice
			Secured Debt		2/16/2024		13.50%				2/28/2029	2,200	2,135	2,135
			Preferred Equity	(8)	2/16/2024	1,000	9.00%			9.00%			1,011	1,011
													3,146	3,146
USA DeBusk LLC	(10)	Provider of Industrial Cleaning Services
			Secured Debt	(9)	10/22/2019		11.43%	SF+	6.00%		9/8/2026	12,373	12,285	12,373
			Secured Debt	(9)	7/19/2023		11.93%	SF+	6.50%		9/8/2026	4,813	4,738	4,813
			Secured Debt	(9)	11/21/2023		11.93%	SF+	6.50%		9/8/2026	2,509	2,467	2,509
													19,490	19,695
UserZoom Technologies, Inc.	(10)	Provider of User Experience Research Automation Software
			Secured Debt	(9)	1/11/2023		12.99%	SF+	7.50%		4/5/2029	3,000	2,927	3,000

Vistar Media, Inc.	(10)	Operator of Digital Out-of-Home Advertising Platform
			Preferred Stock		4/3/2019	70,207							767	2,270

Vitesse Systems	(10)	Component Manufacturing and Machining Platform
			Secured Debt	(9)	12/22/2023		12.44%	SF+	7.00%		12/22/2028	12,469	12,177	12,227

VORTEQ Coil Finishers, LLC	(10)	Specialty Coating of Aluminum and Light-Gauge Steel
			Common Equity	(8)	11/30/2021	769,231							769	1,910

Wall Street Prep, Inc.	(10)	Financial Training Services
			Secured Debt	(9) (30)	7/19/2021			SF+	7.00%		7/19/2026	—	(5)	(5)
			Secured Debt	(9)	7/19/2021		12.48%	SF+	7.00%		7/19/2026	4,585	4,537	4,585
			Common Stock		7/19/2021	500,000							500	1,030
													5,032	5,610
Watterson Brands, LLC	(10)	Facility Management Services

Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

March 31, 2024

(dollars in thousands)

(Unaudited)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (22)	Shares/Units	Total Rate	Reference Rate and Spread (25)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)		Fair Value (18)
			Secured Debt	(9) (28)	12/17/2021		11.46%	SF+	6.00%		12/17/2026	303	300		303
			Secured Debt	(9)	12/17/2021		11.46%	SF+	6.00%		12/17/2026	52	47		52
			Secured Debt	(9)	12/17/2021		11.46%	SF+	6.00%		12/17/2026	2,161	2,142		2,161
			Secured Debt	(9)	12/17/2021		11.46%	SF+	6.00%		12/17/2026	1,950	1,933		1,950
													4,422		4,466
West Star Aviation Acquisition, LLC	(10)	Aircraft, Aircraft Engine and Engine Parts
			Secured Debt	(9) (26)	3/1/2022		11.31%	SF+	6.00%		3/1/2028	663	653		663
			Secured Debt	(9)	3/1/2022		11.31%	SF+	6.00%		3/1/2028	2,940	2,902		2,940
			Secured Debt	(9)	11/3/2023		11.31%	SF+	6.00%		3/1/2028	1,463	1,436		1,463
			Common Stock	(8)	3/1/2022	200,000							200		470
													5,191		5,536
Winter Services LLC	(10)	Provider of Snow Removal and Ice Management Services
			Secured Debt	(9) (28)	11/19/2021		13.58%	SF+	8.00%		11/19/2026	2,222	2,155		2,181
			Secured Debt	(9)	11/19/2021		13.59%	SF+	8.00%		11/19/2026	2,583	2,533		2,535
			Secured Debt	(9)	11/19/2021		12.59%	SF+	7.00%		11/19/2026	11,625	11,427		11,409
			Secured Debt	(9)	11/19/2021		12.58%	SF+	7.00%		11/19/2026	8,333	8,105		8,178
													24,220		24,303
World Micro Holdings, LLC		Supply Chain Management
			Secured Debt		12/12/2022		12.00%				12/12/2027	1,627	1,603		1,603
			Preferred Equity	(8)	12/12/2022	530							530		530
													2,133		2,133
Xenon Arc, Inc.	(10)	Tech-enabled Distribution Services to Chemicals and Food Ingredients Primary Producers
			Secured Debt	(9)	12/17/2021		11.18%	SF+	5.75%		12/17/2027	1,185	1,162		1,185
			Secured Debt	(9)	12/17/2021		11.15%	SF+	5.75%		12/17/2027	2,346	2,317		2,346
													3,479		3,531
YS Garments, LLC	(11)	Designer and Provider of Branded Activewear
			Secured Debt	(9)	8/22/2018		12.93%	SF+	7.50%		8/9/2026	5,537	5,448		5,143

Zips Car Wash, LLC	(10)	Express Car Wash Operator
			Secured Debt	(9) (26)	2/11/2022		12.68%	SF+	7.25%	1.50%	12/31/2024	2,358	2,358		2,331
			Secured Debt	(9) (26)	2/11/2022		12.68%	SF+	7.25%	1.50%	12/31/2024	591	591		584
													2,949		2,915
Subtotal Non-Control/Non-Affiliate Investments (125.0% of net assets at fair value)													$	790,354	$	773,009
Total Portfolio Investments, March 31, 2024 (180.4% of net assets at fair value)													$	1,062,538	$	1,115,982



Money market funds (included in cash and cash equivalents)
First American Treasury Obligations Fund Class Z (16)													$	13,593	$	13,593
Total money market funds													$	13,593	$	13,593

Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

March 31, 2024

(dollars in thousands)

(Unaudited)

___________________________________________________

(1)All investments are Lower Middle Market portfolio investments, unless otherwise noted. See Note C — Fair Value Hierarchy for Investments — Portfolio Composition for a description of Lower Middle Market portfolio investments. All of the Company’s investments, unless otherwise noted, are encumbered as security for one of the Company’s Credit Facilities.

(2)Debt investments are income producing, unless otherwise noted by footnote (14), as described below. Equity and warrants are non-income producing, unless otherwise noted by footnote (8), as described below.

(3)See Note C — Fair Value Hierarchy for Investments — Portfolio Composition and Schedule 12-14 for a summary of geographic location of portfolio companies.

(4)Principal is net of repayments. Cost is net of repayments and accumulated unearned income. Negative cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan.

(5)Control investments are defined by the 1940 Act as investments in which more than 25% of the voting securities are owned or where the ability to nominate greater than 50% of the board representation is maintained.

(6)Affiliate investments are defined by the 1940 Act as investments in which between 5% and 25% (inclusive) of the voting securities are owned and the investments are not classified as Control investments.

(7)Non-Control/Non-Affiliate investments are defined by the 1940 Act as investments that are neither Control investments nor Affiliate investments.

(8)Income producing through dividends or distributions.

(9)Index based floating interest rate is subject to contractual minimum interest rate. As noted in this schedule, 95% of the loans (based on the par amount) contain LIBOR or Term SOFR (“SOFR”) floors which range between 0.75% and 5.25%, with a weighted-average floor of 1.21%.

(10)Private Loan portfolio investment. See Note C—Fair Value Hierarchy for Investments—Portfolio Composition for a description of Private Loan portfolio investments.

(11)Middle Market portfolio investment. See Note C—Fair Value Hierarchy for Investments—Portfolio Composition for a description of Middle Market portfolio investments.

(12)Other Portfolio investment. See Note C—Fair Value Hierarchy for Investments—Portfolio Composition for a description of Other Portfolio investments.

(13)Investment is not a qualifying asset as defined under Section 55(a) of the 1940 Act. Qualifying assets must represent at least 70% of total assets at the time of acquisition of any additional non-qualifying assets.

(14)Non-accrual and non-income producing debt investment.

(15)All of the Company’s portfolio investments are generally subject to restrictions on resale as “restricted securities.”

(16)Effective yield as of March 31, 2024 was approximately 5.17% on the First American Treasury Obligations Fund Class Z.

(17)Maturity date is under on-going negotiations with the portfolio company and other lenders, if applicable.

(18)Investment fair value was determined using significant unobservable inputs, unless otherwise noted. See Note C—Fair Value Hierarchy for Investments—Portfolio Composition for further discussion. Negative fair value is the result of the capitalized discount on the loan or the unfunded commitment being valued below par.

(19)Investments may have a portion, or all, of their income received from Paid-in-Kind (“PIK”) interest or dividends. PIK interest income and cumulative dividend income represent income not paid currently in cash. The difference between the Total Rate and PIK Rate represents the cash rate as of March 31, 2024.

(20)All portfolio company headquarters are based in the United States, unless otherwise noted.

(21)Portfolio company headquarters are located outside of the United States.

(22)Investment date represents the date of initial investment in the security position.

(23)Shares/Units represent ownership in a related Real Estate or HoldCo entity.

(24)Investment is not unitized. Presentation is made in percent of fully diluted ownership unless otherwise indicated.

Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

March 31, 2024

(dollars in thousands)

(Unaudited)

(25)A majority of the variable rate loans in the Company’s Investment Portfolio (defined below) bear interest at a rate that may be determined by reference to either SOFR (“SF”) or an alternate base rate (commonly based on the Federal Funds Rate or the Prime rate (“P”)), which typically resets every one, three, or six months at the borrower’s option. SOFR based contracts may include a credit spread adjustment (the “Adjustment”) that is charged in addition to the stated spread. The Adjustment is applied when the SOFR rate, plus the Adjustment, exceeds the stated floor rate, as applicable. As of March 31, 2024, SOFR based contracts in the portfolio had Adjustments ranging from 0.10% to 0.43%.

(26)Each new draw or funding on the facility has a different floating rate reset date. The rate presented represents a weighted-average rate for borrowings under the facility, as of March 31, 2024.

(27)Warrants are presented in equivalent shares/units with a strike price of $0.01 per share/unit.

(28)RLOC facility permits the borrower to make an interest rate election regarding the base rate on each draw under the facility. The rate presented represents a weighted-average rate for borrowings under the facility, as of March 31, 2024.

(29)Index based floating interest rate is subject to contractual maximum base rate of 3.00%.

(30)The position is unfunded and no interest income is being earned as of March 31, 2024. The position may earn a nominal unused facility fee on committed amounts.

(31)Warrants are presented in equivalent shares/units with a strike price of $1.00 per share/unit.

Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments

December 31, 2023

(dollars in thousands)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (22)	Shares/Units	Total Rate	Reference Rate and Spread (25)		PIK Rate (19)	Maturity Date	Principal (4)		Cost (4)		Fair Value (18)
Control Investments (5)
Copper Trail Fund Investments	(12) (13)	Investment Partnership
			LP Interests (CTMH, LP)	(8) (24)	7/17/2017	38.8%								$	693	$	568

GRT Rubber Technologies LLC		Manufacturer of Engineered Rubber Products
			Secured Debt		12/21/2018		11.48%	SF+	6.00%		10/29/2026	1,182		1,173		1,182
			Secured Debt		12/19/2014		13.48%	SF+	8.00%		10/29/2026	19,944		19,803		19,944
			Member Units		12/19/2014	2,896								6,435		21,890
														27,411		43,016
Harris Preston Fund Investments	(12) (13)	Investment Partnership
			LP Interests (2717 MH, L.P.)	(8) (24)	10/1/2017	49.3%								3,345		6,050

Volusion, LLC		Provider of Online Software-as-a-Service eCommerce Solutions
			Secured Debt		3/31/2023		10.00%				3/31/2025	900		900		900
			Preferred Member Units		3/31/2023	2,184,683								3,706		3,110
			Preferred Member Units		3/31/2023	61,077								—		—
			Preferred Member Units		1/26/2015	2,090,001								6,000		—
			Common Stock		3/31/2023	772,620								1,104		—
														11,710		4,010
Subtotal Control Investments (8.6% of net assets at fair value)														$	43,159	$	53,644
Affiliate Investments (6)
Analytical Systems Keco Holdings, LLC		Manufacturer of Liquid and Gas Analyzers
			Secured Debt	(9)	8/16/2019		15.38%	SF+	10.00%		8/16/2024	$	55	$	54	$	54
			Secured Debt	(9)	8/16/2019		15.38%	SF+	10.00%		8/16/2024	1,031		1,020		1,020
			Preferred Member Units		5/20/2021	607								607		1,210
			Preferred Member Units		8/16/2019	800	14.13%							800		—
			Warrants	(27)	8/16/2019	105					8/16/2029			79		—
														2,560		2,284
Barfly Ventures, LLC	(10)	Casual Restaurant Group
			Member Units		10/26/2020	12								528		1,380

Batjer TopCo, LLC		HVAC Mechanical Contractor
			Secured Debt	(37)	3/7/2022						3/7/2027	—		(1)		—
			Secured Debt		3/7/2022		10.00%				3/7/2027	30		30		30
			Secured Debt		3/7/2022		10.00%				3/7/2027	1,175		1,160		1,175
			Preferred Stock	(8)	3/7/2022	453								455		680
														1,644		1,885
Brewer Crane Holdings, LLC		Provider of Crane Rental and Operating Services
			Secured Debt	(9)	1/9/2018		15.46%	L+	10.00%		1/9/2025	1,375		1,375		1,374
			Preferred Member Units	(8)	1/9/2018	737								1,070		1,400
														2,445		2,774
Centre Technologies Holdings, LLC		Provider of IT Hardware Services and Software Solutions

Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

December 31, 2023

(dollars in thousands)


Portfolio Company (1) (20)	Business Description	Type of Investment (2) (3) (15)		Investment Date (22)	Shares/Units	Total Rate	Reference Rate and Spread (25)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)
		Secured Debt	(9) (37)	1/4/2019			SF+	9.00%		1/4/2026	—	—	—
		Secured Debt	(9)	1/4/2019		14.48%	SF+	9.00%		1/4/2026	4,394	4,364	4,394
		Preferred Member Units		1/4/2019	3,327							1,531	2,760
												5,895	7,154
Chamberlin Holding LLC	Roofing and Waterproofing Specialty Contractor
		Secured Debt	(9) (37)	2/26/2018			SF+	6.00%		2/26/2026	—	(49)	—
		Secured Debt	(9)	2/26/2018		13.49%	SF+	8.00%		2/26/2026	3,905	3,903	3,905
		Member Units	(8)	2/26/2018	1,087							2,860	7,330
		Member Units	(8) (23)	11/2/2018	261,786							443	715
												7,157	11,950
Charps, LLC	Pipeline Maintenance and Construction
		Preferred Member Units	(8)	2/3/2017	457							491	3,920

Clad-Rex Steel, LLC	Specialty Manufacturer of Vinyl-Clad Metal
		Secured Debt		12/20/2016		11.50%				1/15/2024	2,140	2,140	2,103
		Secured Debt		12/20/2016		10.00%				12/20/2036	253	251	251
		Member Units	(8)	12/20/2016	179							1,820	1,300
		Member Units	(23)	12/20/2016	200							127	282
												4,338	3,936
Cody Pools, Inc.	Designer of Residential and Commercial Pools
		Secured Debt	(37)	3/6/2020						12/17/2026	—	(2)	—
		Secured Debt		3/6/2020		12.50%				12/17/2026	7,111	7,089	7,111
		Preferred Member Units	(8) (23)	3/6/2020	147							2,079	18,120
												9,166	25,231
Colonial Electric Company LLC	Provider of Electrical Contracting Services
		Secured Debt	(37)	3/31/2021						3/31/2026	—	—	—
		Secured Debt		3/31/2021		12.00%				3/31/2026	5,513	5,448	5,407
		Preferred Member Units		6/27/2023	240							240	600
		Preferred Member Units		3/31/2021	4,320							1,920	1,920
												7,608	7,927
Compass Systems & Sales, LLC	Designer of End-to-End Material Handling Solutions
		Secured Debt	(37)	11/22/2023						11/22/2028	—	—	—
		Secured Debt		11/22/2023		13.50%				11/22/2028	4,300	4,175	4,175
		Preferred Equity		11/22/2023	1,863							1,863	1,863
												6,038	6,038
Datacom, LLC	Technology and Telecommunications Provider
		Secured Debt		3/1/2022		7.50%				12/31/2025	50	49	49
		Secured Debt		3/31/2021		10.00%				12/31/2025	928	887	844
		Preferred Member Units		3/31/2021	1,000							290	10
												1,226	903
Digital Products Holdings LLC	Designer and Distributor of Consumer Electronics
		Secured Debt	(9)	4/1/2018		15.38%	SF+	10.00%		4/27/2026	3,718	3,689	3,673
		Preferred Member Units	(8)	4/1/2018	964							2,375	2,459

Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

December 31, 2023

(dollars in thousands)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (22)	Shares/Units	Total Rate	Reference Rate and Spread (25)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)
													6,064	6,132
Direct Marketing Solutions, Inc.		Provider of Omni-Channel Direct Marketing Services
			Secured Debt		2/13/2018		14.00%				2/13/2026	217	213	217
			Secured Debt		12/27/2022		14.00%				2/13/2026	5,002	4,974	5,002
			Preferred Stock	(8)	2/13/2018	2,100							2,100	5,180
													7,287	10,399
Flame King Holdings, LLC		Propane Tank and Accessories Distributor
			Preferred Equity	(8)	10/29/2021	2,340							2,600	6,970

Freeport Financial Funds	(12) (13)	Investment Partnership
			LP Interests (Freeport First Lien Loan Fund III LP)	(8) (24)	7/31/2015	6.0%						4,160	4,160	3,705

Gamber-Johnson Holdings, LLC		Manufacturer of Ruggedized Computer Mounting Systems
			Secured Debt	(9) (36) (37)	6/24/2016			SF+	7.50%		1/1/2028	—	—	—
			Secured Debt	(9) (36)	12/15/2022		10.50%	SF+	7.50%		1/1/2028	13,520	13,336	13,520
			Member Units	(8)	6/24/2016	2,261							4,423	24,180
													17,759	37,700
GFG Group, LLC		Grower and Distributor of a Variety of Plants and Products to Other Wholesalers, Retailers and Garden Centers
			Secured Debt		3/31/2021		8.00%				3/31/2026	2,336	2,304	2,336
			Preferred Member Units	(8)	3/31/2021	56							1,225	2,870
													3,529	5,206
Gulf Publishing Holdings, LLC		Energy Industry Focused Media and Publishing
			Secured Debt	(9) (37)	9/29/2017			SF+	9.50%		7/1/2027	—	—	—
			Secured Debt		7/1/2022		12.50%				7/1/2027	600	600	571
			Preferred Equity		7/1/2022	15,930							1,400	620
			Member Units		4/29/2016	920							920	—
													2,920	1,191
Harris Preston Fund Investments	(12) (13)	Investment Partnership
			LP Interests (HPEP 3, L.P.)	(24)	8/9/2017	8.2%						2,296	2,296	4,225

IG Investor, LLC		Military and Other Tactical Gear
			Secured Debt	(37)	6/21/2023						6/21/2028	—	(27)	(27)
			Secured Debt		6/21/2023		13.00%				6/21/2028	9,316	9,069	9,069
			Common Equity		6/21/2023	3,600							3,600	3,600
													12,642	12,642
Independent Pet Partners Intermediate Holdings, LLC	(10)	Omnichannel Retailer of Specialty Pet Products
			Common Equity		4/7/2023	6,436,566							6,540	6,320

Integral Energy Services	(10)	Nuclear Power Staffing Services
			Secured Debt	(9)	8/20/2021		13.16%	SF+	7.50%		8/20/2026	16,925	16,737	16,232

Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

December 31, 2023

(dollars in thousands)


Portfolio Company (1) (20)	Business Description	Type of Investment (2) (3) (15)		Investment Date (22)	Shares/Units	Total Rate	Reference Rate and Spread (25)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)
		Preferred Equity		12/7/2023	3,725	10.00%			10.00%			265	350
		Common Stock		8/20/2021	11,647							1,584	190
												18,586	16,772
Kickhaefer Manufacturing Company, LLC	Precision Metal Parts Manufacturing
		Secured Debt		10/31/2018		12.00%				10/31/2026	4,950	4,933	4,933
		Secured Debt		10/31/2018		9.00%				10/31/2048	960	951	951
		Preferred Equity		10/31/2018	145							3,060	2,420
		Member Units	(23)	10/31/2018	200							248	683
												9,192	8,987
MH Corbin Holding LLC	Manufacturer and Distributor of Traffic Safety Products
		Secured Debt	(17)	8/31/2015		13.00%				12/31/2022	1,350	1,350	1,256
		Preferred Member Units		3/15/2019	16,500							1,100	80
		Preferred Member Units		9/1/2015	1,000							1,500	—
												3,950	1,336
Mystic Logistics Holdings, LLC	Logistics and Distribution Services Provider for Large Volume Mailers
		Secured Debt	(37)	8/18/2014						1/31/2024	—	—	—
		Secured Debt		8/18/2014		10.00%				1/31/2024	1,436	1,436	1,436
		Common Stock	(8)	8/18/2014	1,468							680	6,598
												2,116	8,034
NexRev LLC	Provider of Energy Efficiency Products & Services
		Secured Debt	(37)	2/28/2018						2/28/2025	—	—	—
		Secured Debt		2/28/2018		10.00%				2/28/2025	2,453	2,435	2,435
		Preferred Member Units	(8)	2/28/2018	25,786,046							2,053	1,590
												4,488	4,025
NuStep, LLC	Designer, Manufacturer and Distributor of Fitness Equipment
		Secured Debt	(9)	1/31/2017		11.98%	SF+	6.50%		1/31/2025	900	899	899
		Secured Debt		1/31/2017		12.00%				1/31/2025	4,610	4,606	4,606
		Preferred Member Units		11/2/2022	515							515	1,290
		Preferred Member Units		1/31/2017	102							2,550	2,310
												8,570	9,105
Oneliance, LLC	Construction Cleaning Company
		Secured Debt	(9)	8/6/2021		16.48%	SF+	11.00%		8/6/2026	1,360	1,346	1,339
		Preferred Stock		8/6/2021	282							282	282
												1,628	1,621
Orttech Holdings, LLC	Distributor of Industrial Clutches, Brakes and Other Components
		Secured Debt	(9) (37)	7/30/2021			SF+	11.00%		7/31/2026	—	(2)	—
		Secured Debt	(9)	7/30/2021		16.48%	SF+	11.00%		7/31/2026	5,510	5,452	5,510
		Preferred Stock	(8) (23)	7/30/2021	2,500							2,500	4,260
												7,950	9,770
Pinnacle TopCo, LLC	Manufacturer and Distributor of Garbage Can Liners, Poly Bags, Produce Bags, and Other Similar Products
		Secured Debt		12/21/2023		8.00%				12/31/2028	115	105	105
		Secured Debt		12/21/2023		13.00%				12/31/2028	7,660	7,472	7,472

Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

December 31, 2023

(dollars in thousands)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (22)	Shares/Units	Total Rate	Reference Rate and Spread (25)		PIK Rate (19)	Maturity Date	Principal (4)		Cost (4)		Fair Value (18)
			Preferred Equity		12/21/2023	110								3,135		3,135
														10,712		10,712
Robbins Bros. Jewelry, Inc.		Bridal Jewelry Retailer
			Secured Debt	(37)	12/15/2021						12/15/2026	—		(6)		(6)
			Secured Debt		12/15/2021		12.50%				12/15/2026	3,790		3,745		3,421
			Preferred Equity		12/15/2021	1,230								1,230		—
														4,969		3,415
SI East, LLC		Rigid Industrial Packaging Manufacturing
			Secured Debt		8/31/2018		11.25%				6/16/2028	375		370		375
			Secured Debt		6/16/2023		12.47%				6/16/2028	18,179		18,019		18,179
			Preferred Member Units	(8)	8/31/2018	55								508		6,390
														18,897		24,944
Student Resource Center, LLC	(10)	Higher Education Services
			Secured Debt	(14)	12/31/2022		8.50%			8.50%	12/31/2027	5,918		5,426		3,543
			Preferred Equity		12/31/2022	6,564,055								—		—
														5,426		3,543
Tedder Industries, LLC		Manufacturer of Firearm Holsters and Accessories
			Secured Debt	(17)	8/31/2018		12.00%				8/31/2023	460		460		432
			Secured Debt	(17)	8/31/2018		12.00%				8/31/2023	3,800		3,800		3,565
			Preferred Member Units		8/28/2023	1,651								165		—
			Preferred Member Units		2/1/2023	1,411								141		—
			Preferred Member Units		8/31/2018	136								2,311		—
														6,877		3,997
Trantech Radiator Topco, LLC		Transformer Cooling Products and Services
			Secured Debt	(37)	5/31/2019						5/31/2024	—		(1)		—
			Secured Debt		5/31/2019		12.00%				5/31/2024	1,980		1,975		1,980
			Common Stock	(8)	5/31/2019	154								1,164		3,180
														3,138		5,160
VVS Holdco LLC		Omnichannel Retailer of Animal Health Products
			Secured Debt	(9) (17) (37)	12/1/2021			SF+	6.00%		12/1/2023	—		—		—
			Secured Debt		12/1/2021		11.50%				12/1/2026	7,050		6,926		6,926
			Preferred Equity	(8) (23)	12/1/2021	3,060								3,060		3,060
														9,986		9,986
Subtotal Affiliate Investments (46.8% of net assets at fair value)														$	231,378	$	291,279
Non-Control/Non-Affiliate Investments (7)
AAC Holdings, Inc.	(11)	Substance Abuse Treatment Service Provider
			Secured Debt		1/31/2023		18.00%			18.00%	6/25/2025	$	151	$	149	$	149
			Secured Debt		12/11/2020		18.00%			18.00%	6/25/2025	5,014		4,888		4,958
			Common Stock		12/11/2020	593,927								3,148		—
			Warrants	(27)	12/11/2020	197,717					12/11/2025			—		—
														8,185		5,107
AB Centers Acquisition Corporation	(10)	Applied Behavior Analysis Therapy Provider
			Secured Debt	(9) (37)	9/6/2022			P+	5.00%		9/6/2028	—		(20)		—
			Secured Debt	(9)	9/6/2022		11.43%	SF+	6.00%		9/6/2028	1,081		1,066		1,081

Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

December 31, 2023

(dollars in thousands)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (22)	Shares/Units	Total Rate	Reference Rate and Spread (25)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)
			Secured Debt	(9)	9/6/2022		11.43%	SF+	6.00%		9/6/2028	2,304	2,219	2,304
			Secured Debt	(9)	6/21/2023		11.43%	SF+	6.00%		9/6/2028	772	743	772
													4,008	4,157
Acumera, Inc.	(10)	Managed Security Service Provider
			Secured Debt	(9) (37)	6/7/2023			SF+	7.50%		6/7/2028	—	(8)	(8)
			Secured Debt	(9)	6/7/2023		12.98%	SF+	7.50%		6/7/2028	11,922	11,825	11,922
			Warrants	(40)	6/7/2023	14,953					5/19/2028		—	90
													11,817	12,004
Adams Publishing Group, LLC	(10)	Local Newspaper Operator
			Secured Debt	(9) (36)	3/11/2022		11.00%	SF+	7.00%	1.00%	3/11/2027	936	936	917
			Secured Debt	(9) (36)	3/11/2022		11.00%	SF+	7.00%	1.00%	3/11/2027	2,531	2,527	2,481
													3,463	3,398
ADS Tactical, Inc.	(11)	Value-Added Logistics and Supply Chain Provider to the Defense Industry
			Secured Debt	(9)	3/29/2021		11.22%	SF+	5.75%		3/19/2026	4,250	4,210	4,214

AMEREQUIP LLC	(10)	Full Services Provider Including Design, Engineering and Manufacturing of Commercial and Agricultural Equipment
			Secured Debt	(9) (37)	8/31/2022			SF+	7.40%		8/31/2027	—	—	—
			Secured Debt	(9)	8/31/2022		12.76%	SF+	7.40%		8/31/2027	1,538	1,538	1,538
			Common Stock	(8)	8/31/2022	11							83	100
													1,621	1,638
American Health Staffing Group, Inc.	(10)	Healthcare Temporary Staffing
			Secured Debt	(9) (37)	11/19/2021			P+	5.00%		11/19/2026	—	(10)	(10)
			Secured Debt	(9)	11/19/2021		13.50%	P+	5.00%		11/19/2026	8,188	8,140	8,188
													8,130	8,178
American Nuts, LLC	(10)	Roaster, Mixer and Packager of Bulk Nuts and Seeds
			Secured Debt	(9)	3/11/2022		15.29%	SF+	9.75%	15.29%	4/10/2026	4,833	4,812	4,102
			Secured Debt	(9)	3/11/2022		15.29%	SF+	9.75%	15.29%	4/10/2026	—	—	—
			Secured Debt	(9) (14)	3/11/2022		17.29%	SF+	11.75%	17.29%	4/10/2026	4,270	4,244	2,522
			Secured Debt	(9) (14)	3/11/2022		17.29%	SF+	11.75%	17.29%	4/10/2026	—	—	—
													9,056	6,624
American Teleconferencing Services, Ltd.	(11)	Provider of Audio Conferencing and Video Collaboration Solutions
			Secured Debt	(14) (17)	9/17/2021						4/7/2023	2,425	2,375	109
			Secured Debt	(14) (17)	5/19/2016						6/8/2023	11,693	11,451	526
													13,826	635
ArborWorks, LLC	(10)	Vegetation Management Services
			Secured Debt		11/6/2023		15.00%			15.00%	11/6/2028	1,007	1,007	1,007
			Secured Debt	(9)	11/6/2023		12.04%	SF+	6.50%	12.04%	11/6/2028	3,765	3,765	3,765
			Preferred Equity		11/6/2023	17,265							7,468	7,468
			Preferred Equity		11/6/2023	17,265							—	—
			Common Equity		11/9/2021	2,070							124	—
													12,364	12,240
Archer Systems, LLC	(10)	Mass Tort Settlement Administration Solutions Provider

Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

December 31, 2023

(dollars in thousands)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (22)	Shares/Units	Total Rate	Reference Rate and Spread (25)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)
			Common Stock		8/11/2022	62,402							62	100

ATS Operating, LLC	(10)	For-Profit Thrift Retailer
			Secured Debt	(9)	1/18/2022		12.16%	SF+	6.50%		1/18/2027	50	50	50
			Secured Debt	(9)	1/18/2022		11.16%	SF+	5.50%		1/18/2027	925	911	925
			Secured Debt	(9)	1/18/2022		13.16%	SF+	7.50%		1/18/2027	925	911	925
			Common Stock		1/18/2022	100,000							100	90
													1,972	1,990
AVEX Aviation Holdings, LLC	(10)	Specialty Aircraft Dealer & MRO Provider
			Secured Debt	(9) (37)	12/23/2022			SF+	7.25%		12/23/2027	—	(17)	(5)
			Secured Debt	(9)	12/23/2022		12.76%	SF+	7.25%		12/23/2027	3,417	3,321	3,344
			Common Equity	(8)	12/15/2021	137							134	124
													3,438	3,463
Berry Aviation, Inc.	(10)	Charter Airline Services
			Preferred Member Units	(23)	11/12/2019	122,416							—	200
			Preferred Member Units	(8) (23)	7/6/2018	1,548,387							—	2,560
													—	2,760
Bettercloud, Inc.	(10)	SaaS Provider of Workflow Management and Business Application Solutions
			Secured Debt	(9) (37)	6/30/2022			SF+	7.25%		6/30/2028	—	(18)	(18)
			Secured Debt	(9)	6/30/2022		12.64%	SF+	7.25%	6.25%	6/30/2028	8,535	8,419	7,998
													8,401	7,980
Binswanger Enterprises, LLC	(10)	Glass Repair and Installation Service Provider
			Member Units		3/10/2017	1,050,000							1,050	120

Bluestem Brands, Inc.	(11)	Multi-Channel Retailer of General Merchandise
			Secured Debt	(9)	10/19/2022		16.00%	P+	7.50%	15.00%	8/28/2025	2,035	2,035	1,907
			Secured Debt	(9)	8/28/2020		13.96%	SF+	8.50%	12.96%	8/28/2025	3,941	3,305	3,695
			Common Stock		10/1/2020	700,446							—	533
			Warrants	(27)	10/19/2022	175,110					10/19/2032		1,111	129
													6,451	6,264
Boccella Precast Products LLC		Manufacturer of Precast Hollow Core Concrete
			Secured Debt		9/23/2021		10.00%				2/28/2027	80	80	80
			Member Units		6/30/2017	540,000							564	498
													644	578
Bond Brand Loyalty ULC	(10) (13) (21)	Provider of Loyalty Marketing Services
			Secured Debt	(9) (37)	5/1/2023			SF+	7.00%		5/1/2028	—	(16)	(16)
			Secured Debt	(9)	5/1/2023		11.54%	SF+	6.00%		5/1/2028	4,040	3,970	4,040
			Secured Debt	(9)	5/1/2023		13.54%	SF+	8.00%		5/1/2028	4,040	3,970	4,040
			Preferred Equity		5/1/2023	360							360	310
			Common Equity		5/1/2023	360							—	—
													8,284	8,374
Brightwood Capital Fund Investments	(12) (13)	Investment Partnership

Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

December 31, 2023

(dollars in thousands)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (22)	Shares/Units	Total Rate	Reference Rate and Spread (25)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)
			LP Interests (Brightwood Capital Fund III, LP)	(24)	7/21/2014	0.5%						2,270	2,270	1,360
			LP Interests (Brightwood Capital Fund IV, LP)	(8) (24)	10/26/2016	1.2%						8,737	8,737	8,716
													11,007	10,076
Buca C, LLC		Casual Restaurant Group
			Secured Debt	(17)	6/30/2015		12.00%				8/31/2023	11,490	11,490	8,218
			Preferred Member Units		6/30/2015	4	6.00%			6.00%			3,040	—
													14,530	8,218
Burning Glass Intermediate Holding Company, Inc.	(10)	Provider of Skills-Based Labor Market Analytics
			Secured Debt	(9)	6/14/2021		10.46%	SF+	5.00%		6/10/2026	310	296	310
			Secured Debt	(9)	6/14/2021		10.46%	SF+	5.00%		6/10/2028	13,121	12,970	13,121
													13,266	13,431
CAI Software LLC		Provider of Specialized Enterprise Resource Planning Software
			Preferred Equity		12/13/2021	379,338							379	379
			Preferred Equity		12/13/2021	126,446							—	—
													379	379
Career Team Holdings, LLC		Provider of Workforce Training and Career Development Services
			Secured Debt	(9)	12/17/2021		11.38%	SF+	6.00%		12/17/2026	100	96	96
			Secured Debt		12/17/2021		13.00%				12/17/2026	2,225	2,185	2,185
			Common Stock		12/17/2021	50,000							500	500
													2,781	2,781
CaseWorthy, Inc.	(10)	SaaS Provider of Case Management Solutions
			Secured Debt	(9) (37)	5/18/2022			SF+	6.00%		5/18/2027	—	(3)	(3)
			Secured Debt	(9)	5/18/2022		11.61%	SF+	6.00%		5/18/2027	2,581	2,561	2,581
			Secured Debt	(9)	5/18/2022		11.61%	SF+	6.00%		5/18/2027	1,985	1,971	1,985
			Common Equity		12/30/2022	80,000							80	80
													4,609	4,643
Channel Partners Intermediateco, LLC	(10)	Outsourced Consumer Services Provider
			Secured Debt	(9) (44)	2/7/2022		12.60%	SF+	7.00%		2/7/2027	190	175	183
			Secured Debt	(9)	2/7/2022		12.66%	SF+	7.00%		2/7/2027	3,360	3,317	3,224
			Secured Debt	(9)	6/24/2022		12.66%	SF+	7.00%		2/7/2027	186	184	179
			Secured Debt	(9)	3/27/2023		12.66%	SF+	7.00%		2/7/2027	450	440	432
													4,116	4,018
Clarius BIGS, LLC	(10)	Prints & Advertising Film Financing
			Secured Debt	(14) (17)	9/23/2014						1/5/2015	2,694	2,350	16

Classic H&G Holdings, LLC		Provider of Engineered Packaging Solutions
			Secured Debt	(9)	3/12/2020		11.69%	SF+	6.00%		3/12/2025	1,140	1,133	1,140
			Secured Debt		3/12/2020		8.00%				3/12/2025	4,819	4,781	4,819
			Preferred Member Units	(8)	3/12/2020	39							1,440	4,000
													7,354	9,959
Computer Data Source, LLC	(10)	Third Party Maintenance Provider to the Data Center Ecosystem
			Secured Debt	(9) (30)	8/6/2021		13.52%	SF+	8.00%		8/6/2026	4,167	4,123	4,040

Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

December 31, 2023

(dollars in thousands)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (22)	Shares/Units	Total Rate	Reference Rate and Spread (25)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)
			Secured Debt	(9)	8/6/2021		13.52%	SF+	8.00%		8/6/2026	15,260	15,098	14,797
													19,221	18,837
Construction Supply Investments, LLC	(10)	Distribution Platform of Specialty Construction Materials to Professional Concrete and Masonry Contractors
			Member Units		12/29/2016	861,618							3,335	23,135

CQ Fluency, LLC	(10)	Global Language Services Provider
			Secured Debt	(9) (37)	12/27/2023			SF+	7.00%		6/27/2027	—	(44)	(44)
			Secured Debt	(9) (37)	12/27/2023			SF+	7.00%		6/27/2027	—	(44)	(44)
			Secured Debt	(9)	12/27/2023		12.45%	SF+	7.00%		6/27/2027	7,500	7,280	7,280
													7,192	7,192
Dalton US Inc.	(10)	Provider of Supplemental Labor Services
			Common Stock		8/16/2022	37							52	60

DMA Industries, LLC		Distributor of Aftermarket Ride Control Products
			Secured Debt		11/19/2021		12.00%				11/19/2026	4,700	4,642	4,700
			Preferred Equity		11/19/2021	1,486							1,486	1,920
													6,128	6,620
DTE Enterprises, LLC	(10)	Industrial Powertrain Repair and Services
			Class AA Preferred Member Units (non-voting)	(8)	4/13/2018		10.00%			10.00%			1,284	1,283
			Class A Preferred Member Units		4/13/2018	776,316	8.00%			8.00%			776	260
													2,060	1,543
Dynamic Communities, LLC	(10)	Developer of Business Events and Online Community Groups
			Secured Debt	(9)	12/20/2022		10.45%	SF+	5.00%	10.45%	12/31/2026	2,070	1,912	1,912
			Secured Debt	(9)	12/20/2022		12.45%	SF+	7.00%	12.45%	12/31/2026	2,113	1,879	1,859
			Preferred Equity		12/20/2022	125,000							128	60
			Preferred Equity		12/20/2022	2,376,241							—	—
			Common Equity		12/20/2022	1,250,000							—	—
													3,919	3,831
Elgin AcquireCo, LLC		Manufacturer and Distributor of Engine and Chassis Components
			Secured Debt	(9) (37)	10/3/2022			SF+	6.00%		10/3/2027	—	—	—
			Secured Debt		10/3/2022		12.00%				10/3/2027	1,227	1,200	1,200
			Secured Debt		10/3/2022		9.00%				10/3/2052	412	409	409
			Common Stock		10/3/2022	19							374	390
			Common Stock	(23)	10/3/2022	61							102	109
													2,085	2,108
Emerald Technologies Acquisition Co, Inc.	(11)	Design & Manufacturing
			Secured Debt	(9)	2/10/2022		11.79%	SF+	6.25%		12/29/2027	2,391	2,357	2,175

Engineering Research & Consulting, LLC	(10)	Provider of Engineering & Consulting Services to US Department of Defense
			Secured Debt	(9) (37)	5/23/2022			P+	5.50%		5/23/2027	—	(11)	—
			Secured Debt	(9)	5/23/2022		11.98%	SF+	6.50%		5/23/2028	5,095	5,023	5,095
													5,012	5,095

Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

December 31, 2023

(dollars in thousands)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (22)	Shares/Units	Total Rate	Reference Rate and Spread (25)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)
Escalent, Inc.	(10)	Market Research and Consulting Firm
			Secured Debt	(9) (37)	4/7/2023			SF+	8.00%		4/7/2029	—	(9)	(9)
			Secured Debt	(9)	4/7/2023		13.45%	SF+	8.00%		4/7/2029	6,924	6,742	6,924
			Common Equity		4/7/2023	170,998							174	190
													6,907	7,105
Event Holdco, LLC	(10)	Event and Learning Management Software for Healthcare Organizations and Systems
			Secured Debt	(9)	12/22/2021		12.61%	SF+	7.00%		12/22/2026	308	306	302
			Secured Debt	(9)	12/22/2021		12.61%	SF+	7.00%		12/22/2026	3,681	3,659	3,614
													3,965	3,916
Garyline, LLC	(10)	Manufacturer of Consumer Plastic Products
			Secured Debt	(9) (37)	11/10/2023			SF+	6.75%		11/10/2028	—	(76)	(76)
			Secured Debt	(9)	11/10/2023		12.22%	SF+	6.75%		11/10/2028	9,664	9,384	9,384
			Common Equity		11/10/2023	210,084							210	210
													9,518	9,518
Hawk Ridge Systems, LLC		Value-Added Reseller of Engineering Design and Manufacturing Solutions
			Secured Debt	(9)	12/2/2016		11.65%	SF+	6.00%		1/15/2026	494	492	494
			Secured Debt		12/2/2016		12.50%				1/15/2026	9,744	9,697	9,744
			Preferred Member Units		12/2/2016	56							713	4,370
			Preferred Member Units	(23)	12/2/2016	56							38	230
													10,940	14,838
HDC/HW Intermediate Holdings	(10)	Managed Services and Hosting Provider
			Secured Debt	(9) (17)	12/21/2018		14.34%	SF+	9.50%	14.34%	12/21/2023	205	205	186
			Secured Debt	(9) (17)	12/21/2018		14.34%	SF+	9.50%	14.34%	12/21/2023	2,036	2,036	1,849
													2,241	2,035
HEADLANDS OP-CO LLC	(10)	Clinical Trial Sites Operator
			Secured Debt	(9) (37)	8/1/2022			SF+	6.50%		8/1/2027	—	(14)	(14)
			Secured Debt	(9)	8/1/2022		11.86%	SF+	6.50%		8/1/2027	1,995	1,962	1,995
			Secured Debt	(9)	8/1/2022		11.86%	SF+	6.50%		8/1/2027	4,925	4,854	4,925
													6,802	6,906
Hybrid Promotions, LLC	(10)	Wholesaler of Licensed, Branded and Private Label Apparel
			Secured Debt	(9)	6/30/2021		15.91%	SF+	8.25%	2.00%	6/30/2026	7,964	7,813	7,313

IG Parent Corporation	(11)	Software Engineering
			Secured Debt	(9) (37)	7/30/2021			SF+	5.75%		7/30/2026	—	(13)	—
			Secured Debt	(9)	7/30/2021		10.96%	SF+	5.50%		7/30/2028	6,266	6,200	6,266
			Secured Debt	(9)	7/30/2021		10.96%	SF+	5.50%		7/30/2028	1,942	1,921	1,942
													8,108	8,208
Imaging Business Machines, L.L.C.	(10)	Technology Hardware & Equipment
			Secured Debt	(9) (29)	6/8/2023		12.41%	SF+	7.00%		6/30/2028	791	791	786
			Secured Debt	(9)	6/8/2023		12.45%	SF+	7.00%		6/30/2028	10,384	10,068	10,318
			Common Equity		6/8/2023	422							580	550
													11,439	11,654
Implus Footcare, LLC	(10)	Provider of Footwear and Related Accessories
			Secured Debt	(9)	6/1/2017		14.25%	SF+	7.75%	1.00%	7/31/2024	17,012	17,010	15,816

Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

December 31, 2023

(dollars in thousands)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (22)	Shares/Units	Total Rate	Reference Rate and Spread (25)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)

Industrial Services Acquisition, LLC	(10)	Industrial Cleaning Services
			Secured Debt	(9) (32)	8/13/2021		12.22%	SF+	6.75%		8/13/2026	752	734	752
			Secured Debt	(9)	8/13/2021		12.22%	SF+	6.75%		8/13/2026	11,436	11,330	11,436
			Preferred Member Units	(8) (23)	1/31/2018	336	10.00%			10.00%			321	415
			Preferred Member Units	(8) (23)	5/17/2019	187	20.00%			20.00%			240	279
			Member Units	(23)	6/17/2016	2,100							2,100	1,610
													14,725	14,492
Infinity X1 Holdings, LLC		Manufacturer and Supplier of Personal Lighting Products
			Secured Debt		3/31/2023		13.00%				3/31/2028	4,388	4,314	4,314
			Preferred Equity		3/31/2023	20,000							1,000	1,000
													5,314	5,314
Infolinks Media Buyco, LLC	(10)	Exclusive Placement Provider to the Advertising Ecosystem
			Secured Debt	(9)	11/1/2021		11.21%	SF+	5.75%		11/1/2026	1,881	1,829	1,881
			Secured Debt	(9)	11/1/2021		11.21%	SF+	5.75%		11/1/2026	9,690	9,579	9,690
													11,408	11,571
Insight Borrower Corporation	(10)	Test, Inspection, and Certification Instrument Provider
			Secured Debt	(9) (37)	7/19/2023			SF+	6.25%		7/19/2028	—	(40)	(40)
			Secured Debt	(9) (37)	7/19/2023			SF+	6.25%		7/19/2029	—	(33)	(33)
			Secured Debt	(9)	7/19/2023		11.65%	SF+	6.25%		7/19/2029	8,373	8,143	8,287
			Common Equity		7/19/2023	47,847							239	239
													8,309	8,453
Inspire Aesthetics Management, LLC	(10)	Surgical and Non-Surgical Plastic Surgery and Aesthetics Provider
			Secured Debt	(9) (31)	4/3/2023		13.53%	SF+	8.00%		4/3/2028	676	659	664
			Secured Debt	(9)	4/3/2023		13.55%	SF+	8.00%		4/3/2028	6,256	6,115	6,144
			Secured Debt	(9)	6/14/2023		13.55%	SF+	8.00%		4/3/2028	1,260	1,231	1,237
			Common Equity		4/3/2023	101,719							322	190
													8,327	8,235
Interface Security Systems, L.L.C	(10)	Commercial Security & Alarm Services
			Secured Debt	(17) (28)	12/9/2021		15.48%	SF+	10.00%		8/7/2023	1,835	1,835	1,781
			Secured Debt	(9) (14) (17)	8/7/2019		12.46%	SF+	7.00%	12.46%	8/7/2023	7,334	7,254	433
			Common Stock		12/7/2021	2,143							—	—
													9,089	2,214
Intermedia Holdings, Inc.	(11)	Unified Communications as a Service
			Secured Debt	(9)	8/3/2018		11.47%	SF+	6.00%		7/19/2025	5,544	5,539	5,370

Invincible Boat Company, LLC.	(10)	Manufacturer of Sport Fishing Boats
			Secured Debt	(9)	8/28/2019		12.00%	SF+	6.50%		8/28/2025	519	516	509
			Secured Debt	(9)	8/28/2019		12.00%	SF+	6.50%		8/28/2025	16,812	16,751	16,515
													17,267	17,024
INW Manufacturing, LLC	(11)	Manufacturer of Nutrition and Wellness Products
			Secured Debt	(9)	5/19/2021		11.36%	SF+	5.75%		3/25/2027	6,656	6,537	5,325

Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

December 31, 2023

(dollars in thousands)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (22)	Shares/Units	Total Rate	Reference Rate and Spread (25)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)

Iron-Main Investments, LLC		Consumer Reporting Agency Providing Employment Background Checks and Drug Testing
			Secured Debt		8/2/2021		13.50%				1/31/2028	1,128	1,108	1,108
			Secured Debt		9/1/2021		13.50%				1/31/2028	735	722	722
			Secured Debt		11/15/2021		13.50%				1/31/2028	2,236	2,236	2,236
			Secured Debt		11/15/2021		13.50%				1/31/2028	4,906	4,815	4,815
			Secured Debt		1/31/2023		13.50%				1/31/2028	2,641	2,525	2,525
			Common Stock		8/3/2021	50,753							689	670
													12,095	12,076
Isagenix International, LLC	(11)	Direct Marketer of Health & Wellness Products
			Secured Debt	(9)	4/13/2023		11.04%	SF+	5.50%	8.54%	4/14/2028	2,615	2,374	2,301
			Common Equity		4/13/2023	186,322							—	—
													2,374	2,301
ITA Holdings Group, LLC		Air Ambulance Services
			Secured Debt	(9)	6/21/2023		16.59%	SF+	9.00%	2.00%	6/21/2027	207	201	201
			Secured Debt	(9)	6/21/2023		16.59%	SF+	9.00%	2.00%	6/21/2027	178	174	174
			Secured Debt	(9)	6/21/2023		15.59%	SF+	8.00%	2.00%	6/21/2027	1,084	842	842
			Secured Debt	(9)	6/21/2023		17.59%	SF+	10.00%	2.00%	6/21/2027	1,091	848	848
			Warrants	(27)	6/21/2023	48,327					6/21/2033		523	523
													2,588	2,588
Jackmont Hospitality, Inc.	(10)	Franchisee of Casual Dining Restaurants
			Secured Debt	(9) (26)	10/26/2022		12.46%	SF+	7.00%		11/4/2024	1,675	1,649	1,675
			Secured Debt	(9)	11/8/2021		12.46%	SF+	7.00%		11/4/2024	3,948	3,948	3,948
			Preferred Equity		11/8/2021	5,653,333							216	2,190
													5,813	7,813
Joerns Healthcare, LLC	(11)	Manufacturer and Distributor of Health Care Equipment & Supplies
			Secured Debt	(9) (14)	11/15/2021		23.63%	SF+	18.00%	23.63%	1/31/2024	2,048	2,048	1,747
			Secured Debt	(9) (14)	8/21/2019		21.63%	SF+	16.00%	21.63%	8/21/2024	1,708	1,701	121
			Secured Debt	(9) (14)	8/21/2019		21.63%	SF+	16.00%	21.63%	8/21/2024	1,643	1,635	117
			Common Stock		8/21/2019	392,514							3,678	—
													9,062	1,985
Johnson Downie Opco, LLC		Executive Search Services
			Secured Debt	(37)	12/10/2021						12/10/2026	—	(4)	—
			Secured Debt		12/10/2021		15.00%				12/10/2026	2,690	2,645	2,690
			Preferred Equity		12/10/2021	368							404	1,070
													3,045	3,760
JorVet Holdings, LLC		Supplier and Distributor of Veterinary Equipment and Supplies
			Secured Debt		3/28/2022		12.00%				3/28/2027	2,850	2,814	2,814
			Preferred Equity	(8)	3/28/2022	11,934							1,193	1,193
													4,007	4,007
JTI Electrical & Mechanical, LLC	(10)	Electrical, Mechanical and Automation Services
			Secured Debt	(9) (41)	12/22/2021		11.64%	SF+	6.00%		12/22/2026	261	253	261
			Secured Debt	(9)	12/22/2021		11.61%	SF+	6.00%		12/22/2026	3,000	2,963	3,000

Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

December 31, 2023

(dollars in thousands)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (22)	Shares/Units	Total Rate	Reference Rate and Spread (25)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)
			Common Equity		12/22/2021	140,351							140	140
													3,356	3,401
KMS, LLC	(10)	Wholesaler of Closeout and Value-priced Products
			Secured Debt	(9)	10/4/2021		14.75%	SF+	9.25%		10/4/2026	1,292	1,235	1,180
			Secured Debt	(9)	10/4/2021		14.75%	SF+	9.25%		10/4/2026	9,310	9,205	8,475
													10,440	9,655
Lightbox Holdings, L.P.	(11)	Provider of Commercial Real Estate Software
			Secured Debt		5/9/2019		10.62%	SF+	5.00%		5/9/2026	5,765	5,736	5,592

LL Management, Inc.	(10)	Medical Transportation Service Provider
			Secured Debt	(9)	5/2/2019		12.71%	SF+	7.25%		9/25/2024	7,960	7,933	7,960
			Secured Debt	(9)	5/2/2019		12.71%	SF+	7.25%		9/25/2024	5,246	5,228	5,246
			Secured Debt	(9)	11/20/2020		12.71%	SF+	7.25%		9/25/2024	—	—	—
			Secured Debt	(9)	2/26/2021		12.71%	SF+	7.25%		9/25/2024	871	868	871
			Secured Debt	(9)	5/12/2022		12.71%	SF+	7.25%		9/25/2024	8,822	8,781	8,822
													22,810	22,899
LLFlex, LLC	(10)	Provider of Metal-Based Laminates
			Secured Debt	(9)	8/16/2021		15.54%	SF+	9.00%	1.00%	8/16/2026	4,920	4,861	4,417

Logix Acquisition Company, LLC	(10)	Competitive Local Exchange Carrier
			Secured Debt	(9)	1/8/2018		13.25%	P+	4.75%		12/22/2024	11,552	11,285	9,069

Mako Steel, LP	(10)	Self-Storage Design & Construction
			Secured Debt	(9) (37)	3/15/2021			SF+	6.75%		3/15/2026	—	(36)	—
			Secured Debt	(9)	3/15/2021		12.28%	SF+	6.75%		3/15/2026	16,721	16,568	16,721
													16,532	16,721
MB2 Dental Solutions, LLC	(11)	Dental Partnership Organization
			Secured Debt	(9)	1/28/2021		11.46%	SF+	6.00%		1/29/2027	2,803	2,771	2,803
			Secured Debt	(9)	1/28/2021		11.46%	SF+	6.00%		1/29/2027	3,925	3,880	3,925
			Secured Debt	(9)	1/28/2021		11.46%	SF+	6.00%		1/29/2027	3,464	3,424	3,464
			Secured Debt	(9)	1/28/2021		11.46%	SF+	6.00%		1/29/2027	7,796	7,725	7,796
													17,800	17,988
Metalforming Holdings, LLC		Distributor of Sheet Metal Folding and Metal Forming Equipment
			Secured Debt	(37)	10/19/2022						10/19/2024	—	—	—
			Secured Debt		10/19/2022		12.75%				10/19/2027	1,748	1,707	1,707
			Preferred Equity	(8)	10/19/2022	434,331	8.00%			8.00%			443	443
			Common Stock		10/19/2022	112,865							113	110
													2,263	2,260
Microbe Formulas, LLC	(10)	Nutritional Supplements Provider
			Secured Debt	(9) (37)	4/4/2022			SF+	6.25%		4/3/2028	—	(6)	(6)
			Secured Debt	(9)	4/4/2022		11.46%	SF+	6.00%		4/3/2028	2,671	2,632	2,671
													2,626	2,665
Mills Fleet Farm Group, LLC	(10)	Omnichannel Retailer of Work, Farm and Lifestyle Merchandise
			Secured Debt	(9)	10/24/2018		12.52%	SF+	7.00%		12/31/2026	18,152	17,863	17,524

Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

December 31, 2023

(dollars in thousands)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (22)	Shares/Units	Total Rate	Reference Rate and Spread (25)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)

Mini Melts of America, LLC	(10)	Manufacturer and Distributor of Branded Premium Beaded Ice Cream
			Secured Debt	(9) (37)	11/30/2023			SF+	6.25%		11/30/2028	—	(28)	(28)
			Secured Debt	(9) (37)	11/30/2023			SF+	6.25%		11/30/2028	—	(10)	(10)
			Secured Debt	(9)	11/30/2023		10.64%	SF+	5.25%		11/30/2028	3,225	3,149	3,149
			Secured Debt	(9)	11/30/2023		12.64%	SF+	7.25%		11/30/2028	3,225	3,146	3,146
			Common Equity		11/30/2023	300,000							300	300
													6,557	6,557
MonitorUS Holding, LLC	(10) (13) (21)	SaaS Provider of Media Intelligence Services
			Secured Debt		5/24/2022		14.00%			4.00%	5/24/2027	1,120	1,106	1,133
			Secured Debt		5/24/2022		14.00%			4.00%	5/24/2027	2,912	2,870	3,184
			Secured Debt		5/24/2022		14.00%			4.00%	5/24/2027	4,957	4,890	4,957
			Common Stock		8/30/2022	12,798,820							256	197
													9,122	9,471
NinjaTrader, LLC	(10)	Operator of Futures Trading Platform
			Secured Debt	(9) (37)	12/18/2019			SF+	7.00%		12/18/2026	—	(4)	(3)
			Secured Debt	(9) (37)	12/18/2019			SF+	7.00%		12/18/2026	—	(12)	(12)
			Secured Debt	(9)	12/18/2019		12.54%	SF+	7.00%		12/18/2026	10,991	10,888	10,991
			Secured Debt	(9)	12/18/2023		12.52%	SF+	7.00%		12/18/2026	3,878	3,807	3,878
													14,679	14,854
Obra Capital, Inc. (f/k/a Vida Capital, Inc.)	(11)	Alternative Asset Manager
			Secured Debt		10/10/2019		11.47%	SF+	6.00%		10/1/2026	7,043	6,711	6,039

Paragon Healthcare, Inc.	(10)	Infusion Therapy Treatment Provider
			Secured Debt	(9) (37)	1/19/2022			SF+	5.75%		1/19/2027	—	(11)	—
			Secured Debt	(9) (43)	1/19/2022		11.24%	SF+	5.75%		1/19/2027	423	414	421
			Secured Debt	(9)	1/19/2022		11.25%	SF+	5.75%		1/19/2027	2,456	2,412	2,442
													2,815	2,863
Power System Solutions	(10)	Backup Power Generation
			Secured Debt	(9) (37)	6/7/2023			SF+	6.75%		6/7/2028	—	(35)	(35)
			Secured Debt	(9) (37)	6/7/2023			SF+	6.75%		6/7/2028	—	(35)	(35)
			Secured Debt	(9)	6/7/2023		12.12%	SF+	6.75%		6/7/2028	7,939	7,729	7,939
			Common Equity		6/7/2023	532							532	500
													8,191	8,369
PrimeFlight Aviation Services	(10)	Air Freight & Logistics
			Secured Debt	(9)	5/1/2023		12.28%	SF+	6.85%		5/1/2029	5,970	5,813	5,970
			Secured Debt	(9)	9/7/2023		12.20%	SF+	6.85%		5/1/2029	570	553	570
													6,366	6,540
PTL US Bidco, Inc	(10) (13) (21)	Manufacturers of Equipment, Including Drilling Rigs and Equipment, and Providers of Supplies and Services to Companies Involved In the Drilling, Evaluation and Completion of Oil and Gas Wells
			Secured Debt	(9) (45)	8/19/2022		12.80%	SF+	7.25%		8/19/2027	198	189	196
			Secured Debt	(9)	8/19/2022		12.88%	SF+	7.25%		8/19/2027	1,734	1,707	1,720
													1,896	1,916

Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

December 31, 2023

(dollars in thousands)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (22)	Shares/Units	Total Rate	Reference Rate and Spread (25)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)
Purge Rite, LLC	(10)	HVAC Flushing and Filtration Services
			Secured Debt	(9) (37)	10/2/2023			SF+	8.00%		10/2/2028	—	(19)	(19)
			Secured Debt	(9)	10/2/2023		13.70%	SF+	8.00%		10/2/2028	3,906	3,813	3,813
			Preferred Equity		10/2/2023	1,302,083							1,302	1,302
													5,096	5,096
RA Outdoors LLC	(10)	Software Solutions Provider for Outdoor Activity Management
			Secured Debt	(9) (32)	4/8/2021		12.22%	SF+	6.75%		4/8/2026	796	789	745
			Secured Debt	(9)	4/8/2021		12.21%	SF+	6.75%		4/8/2026	12,917	12,829	12,089
													13,618	12,834
Research Now Group, Inc. and Survey Sampling International, LLC	(11)	Provider of Outsourced Online Surveying
			Secured Debt	(9)	12/29/2017		11.14%	SF+	5.50%		12/20/2024	9,691	9,691	7,237

Richardson Sales Solutions	(10)	Business Services
			Secured Debt	(9) (34)	8/24/2023		18.47%	SF+	6.50%		8/24/2028	833	781	818
			Secured Debt	(9)	8/24/2023		11.88%	SF+	6.50%		8/24/2028	10,553	10,261	10,362
													11,042	11,180
Roof Opco, LLC	(10)	Residential Re-Roofing/Repair
			Secured Debt	(9) (37)	8/27/2021			SF+	6.50%		8/27/2026	—	(10)	—
			Secured Debt	(9)	8/27/2021		12.16%	SF+	6.50%		8/27/2026	4,219	4,150	4,142
			Secured Debt	(9)	8/27/2021		14.16%	SF+	8.50%		8/27/2026	4,219	4,150	4,082
													8,290	8,224
Rug Doctor, LLC.	(10)	Carpet Cleaning Products and Machinery
			Secured Debt	(9)	7/16/2021		13.54%	SF+	6.00%	2.00%	11/16/2025	6,410	6,389	6,383
			Secured Debt	(9)	7/16/2021		13.54%	SF+	6.00%	2.00%	11/16/2025	9,022	8,991	8,984
													15,380	15,367
Slick Innovations, LLC		Text Message Marketing Platform
			Secured Debt		9/13/2018		14.00%				12/22/2027	2,860	2,777	2,860
			Common Stock		9/13/2018	17,500							114	600
													2,891	3,460
South Coast Terminals Holdings, LLC	(10)	Specialty Toll Chemical Manufacturer
			Secured Debt	(9)	12/10/2021		11.46%	SF+	6.00%		12/13/2026	38	34	34
			Secured Debt	(9)	12/10/2021		11.70%	SF+	6.00%		12/13/2026	2,979	2,943	2,979
			Common Equity		12/10/2021	60,606							61	59
													3,038	3,072
SPAU Holdings, LLC	(10)	Digital Photo Product Provider
			Secured Debt	(9) (37)	7/1/2022			SF+	8.00%		7/1/2027	—	(14)	—
			Secured Debt	(9)	7/1/2022		13.72%	SF+	8.00%		7/1/2027	4,925	4,857	4,925
			Common Stock		7/1/2022	200,000							200	160
													5,043	5,085
Tex Tech Tennis, LLC	(10)	Sporting Goods & Textiles
			Preferred Equity	(23)	7/7/2021	1,000,000							1,000	2,840

The Affiliati Network, LLC		Performance Marketing Solutions
			Secured Debt		8/9/2021		13.00%				8/9/2026	40	37	37
			Secured Debt		8/9/2021		13.00%				8/9/2026	1,880	1,858	1,841

Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

December 31, 2023

(dollars in thousands)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (22)	Shares/Units	Total Rate	Reference Rate and Spread (25)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)
			Preferred Stock		9/1/2023	43,027							43	43
			Preferred Stock	(8)	8/9/2021	320,000							1,600	1,600
													3,538	3,521
U.S. TelePacific Corp.	(11)	Provider of Communications and Managed Services
			Secured Debt	(9) (14)	6/1/2023		12.53%	SF+	7.15%	6.00%	5/2/2027	6,802	2,623	2,438
			Secured Debt	(14)	6/1/2023						5/2/2027	692	15	—
													2,638	2,438
USA DeBusk LLC	(10)	Provider of Industrial Cleaning Services
			Secured Debt	(9)	10/22/2019		11.46%	SF+	6.00%		9/8/2026	12,405	12,308	12,405
			Secured Debt	(9)	7/19/2023		11.96%	SF+	6.50%		9/8/2026	4,825	4,742	4,825
			Secured Debt	(9)	11/21/2023		11.96%	SF+	6.50%		9/8/2026	2,515	2,468	2,515
													19,518	19,745
UserZoom Technologies, Inc.	(10)	Provider of User Experience Research Automation Software
			Secured Debt	(9)	1/11/2023		12.99%	SF+	7.50%		4/5/2029	3,000	2,923	3,000

Vistar Media, Inc.	(10)	Operator of Digital Out-of-Home Advertising Platform
			Preferred Stock		4/3/2019	70,207							767	2,180

Vitesse Systems	(10)	Component Manufacturing and Machining Platform
			Secured Debt	(9)	12/22/2023		12.63%	SF+	7.00%		12/22/2028	12,500	12,193	12,193

VORTEQ Coil Finishers, LLC	(10)	Specialty Coating of Aluminum and Light-Gauge Steel
			Common Equity	(8)	11/30/2021	769,231							769	1,911

Wall Street Prep, Inc.	(10)	Financial Training Services
			Secured Debt	(9) (37)	7/19/2021			SF+	7.00%		7/19/2026	—	(5)	(5)
			Secured Debt	(9)	7/19/2021		12.54%	SF+	7.00%		7/19/2026	4,654	4,600	4,654
			Common Stock		7/19/2021	500,000							500	910
													5,095	5,559
Watterson Brands, LLC	(10)	Facility Management Services
			Secured Debt	(9) (41)	12/17/2021		11.50%	SF+	6.00%		12/17/2026	253	249	253
			Secured Debt	(9)	12/17/2021		11.50%	SF+	6.00%		12/17/2026	53	47	53
			Secured Debt	(9)	12/17/2021		11.50%	SF+	6.00%		12/17/2026	2,166	2,146	2,166
			Secured Debt	(9)	12/17/2021		11.50%	SF+	6.00%		12/17/2026	1,955	1,936	1,955
													4,378	4,427
West Star Aviation Acquisition, LLC	(10)	Aircraft, Aircraft Engine and Engine Parts
			Secured Debt	(9) (42)	3/1/2022		11.34%	SF+	6.00%		3/1/2028	665	654	665
			Secured Debt	(9)	3/1/2022		11.35%	SF+	6.00%		3/1/2028	2,948	2,907	2,947
			Secured Debt	(9)	11/3/2023		11.35%	SF+	6.00%		3/1/2028	1,467	1,438	1,467
			Common Stock		3/1/2022	200,000							200	390
													5,199	5,469

Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

December 31, 2023

(dollars in thousands)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (22)	Shares/Units	Total Rate	Reference Rate and Spread (25)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)		Fair Value (18)
Winter Services LLC	(10)	Provider of Snow Removal and Ice Management Services
			Secured Debt	(9) (35)	11/19/2021		12.64%	SF+	7.00%		11/19/2026	2,778	2,745		2,778
			Secured Debt	(9)	11/19/2021		12.66%	SF+	7.00%		11/19/2026	2,583	2,528		2,583
			Secured Debt	(9)	11/19/2021		12.66%	SF+	7.00%		11/19/2026	11,625	11,479		11,625
													16,752		16,986
World Micro Holdings, LLC		Supply Chain Management
			Secured Debt		12/12/2022		13.00%				12/12/2027	1,627	1,601		1,601
			Preferred Equity	(8)	12/12/2022	530							530		530
													2,131		2,131
Xenon Arc, Inc.	(10)	Tech-enabled Distribution Services to Chemicals and Food Ingredients Primary Producers
			Secured Debt	(9) (37)	12/17/2021			SF+	5.25%		12/17/2026	—	(5)		—
			Secured Debt	(9)	12/17/2021		11.22%	SF+	5.75%		12/17/2027	1,188	1,163		1,188
			Secured Debt	(9)	12/17/2021		11.25%	SF+	5.75%		12/17/2027	2,352	2,321		2,352
													3,479		3,540
YS Garments, LLC	(11)	Designer and Provider of Branded Activewear
			Secured Debt	(9)	8/22/2018		13.00%	SF+	7.50%		8/9/2026	5,584	5,485		5,110

Zips Car Wash, LLC	(10)	Express Car Wash Operator
			Secured Debt	(9) (33)	2/11/2022		12.71%	SF+	7.25%		3/1/2024	2,356	2,352		2,234
			Secured Debt	(9) (33)	2/11/2022		12.71%	SF+	7.25%		3/1/2024	591	589		555
													2,941		2,789
Subtotal Non-Control/Non-Affiliate Investments (120.2% of net assets at fair value)													$	763,781	$	747,972
Total Portfolio Investments, December 31, 2023 (175.6% of net assets at fair value)													$	1,038,318	$	1,092,895



Money market funds (included in cash and cash equivalents) (16)
Fidelity Government Portfolio Class III Fund (38)													$	3,188	$	3,188
First American Treasury Obligations Fund Class Z (39)													17,656		17,656

Total money market funds													$	20,844	$	20,844

___________________________________________________

(3)See Note C — Fair Value Hierarchy for Investments — Portfolio Composition and Schedule 12-14 for a summary of geographic location of portfolio companies.

Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

December 31, 2023

(dollars in thousands)

(7)Non-Control/Non-Affiliate investments are defined by the 1940 Act as investments that are neither Control investments nor Affiliate investments.

(8)Income producing through dividends or distributions.

(9)Index based floating interest rate is subject to contractual minimum interest rate. As noted in this schedule, 95% of these floating rate loans (based on the par amount) contain LIBOR or SOFR floors which range between 0.75% and 2.00%, with a weighted-average floor of 1.17%.

(10)Private Loan portfolio investment. See Note C — Fair Value Hierarchy for Investments — Portfolio Composition for a description of Private Loan portfolio investments.

(11)Middle Market portfolio investment. See Note C — Fair Value Hierarchy for Investments — Portfolio Composition for a description of Middle Market portfolio investments.

(12)Other Portfolio investment. See Note C — Fair Value Hierarchy for Investments — Portfolio Composition for a description of Other Portfolio investments.

(14)Non-accrual and non-income producing debt investment.

(15)All of the Company’s portfolio investments are generally subject to restrictions on resale as “restricted securities.”

(16)Money market fund interests included in cash and cash equivalents.

(17)Maturity date is under on-going negotiations with the portfolio company and other lenders, if applicable.

(18)Investment fair value was determined using significant unobservable inputs, unless otherwise noted. See Note C — Fair Value Hierarchy for Investments—Portfolio Composition for further discussion. Negative fair value is the result of the capitalized discount on the loan or the unfunded commitment being valued below par.

(19)Investments may have a portion, or all, of their income received from PIK interest or dividends. PIK interest income and cumulative dividend income represent income not paid currently in cash. The difference between the Total Rate and PIK Rate represents the cash rate as of December 31, 2023.

(20)All portfolio company headquarters are based in the United States, unless otherwise noted.

(21)Portfolio company headquarters are located outside of the United States.

(22)Investment date represents the date of initial investment in the security position.

(23)Shares/Units represent ownership in a related Real Estate or HoldCo entity.

(24)Investment is not unitized. Presentation is made in percent of fully diluted ownership unless otherwise indicated.

(25)A majority of the variable rate loans in the Company’s Investment Portfolio bear interest at a rate that may be determined by reference to either LIBOR (“L”), SOFR (“SF”) or an alternate base rate (commonly based on the Federal Funds Rate or the Prime rate (“P”)), which typically resets every one, three, or six months at the borrower’s option. SOFR based contracts may include a credit spread adjustment (the “Adjustment”) that is charged in addition to the stated spread. The Adjustment is applied when the SOFR rate, plus the Adjustment, exceeds the stated floor rate, as applicable. As of December 31, 2023, SOFR based contracts in the portfolio had Adjustments ranging from 0.10% to 0.43%.

(26)As of December 31, 2023, borrowings under the loan facility bear interest at SOFR+7.00% (Floor 1.00%). Each new draw or funding on the facility has a different floating rate reset date. The rate presented represents a weighted-average rate for borrowings under the facility, as of December 31, 2023.

(27)Warrants are presented in equivalent shares/units with a strike price of $0.01 per share/unit.

Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

December 31, 2023

(dollars in thousands)

(28)As of December 31, 2023, borrowings under the loan facility bore interest at SOFR+10.00%. RLOC facility permits the borrower to make an interest rate election regarding the base rate on each draw under the facility. The rate presented represents a weighted-average rate for borrowings under the facility, as of December 31, 2023.

(29)As of December 31, 2023, borrowings under the loan facility bore interest at SOFR+7.00% (Floor 1.50%). RLOC facility permits the borrower to make an interest rate election regarding the base rate on each draw under the facility. The rate presented represents a weighted-average rate for borrowings under the facility, as of December 31, 2023.

(30)As of December 31, 2023, borrowings under the loan facility bore interest at SOFR+8.00% (Floor 1.00%). RLOC facility permits the borrower to make an interest rate election regarding the base rate on each draw under the facility. The rate presented represents a weighted-average rate for borrowings under the facility, as of December 31, 2023.

(31)As of December 31, 2023, borrowings under the loan facility bore interest at SOFR+8.00% (Floor 2.00%). RLOC facility permits the borrower to make an interest rate election regarding the base rate on each draw under the facility. The rate presented represents a weighted-average rate for borrowings under the facility, as of December 31, 2023.

(32)As of December 31, 2023, borrowings under the loan facility bore interest at SOFR+6.75% (Floor 1.00%). RLOC facility permits the borrower to make an interest rate election regarding the base rate on each draw under the facility. The rate presented represents a weighted-average rate for borrowings under the facility, as of December 31, 2023.

(33)As of December 31, 2023, borrowings under the loan facility bore interest at SOFR+7.25% (Floor 1.00%). Each new draw or funding on the facility has a different floating rate reset date. The rate presented represents a weighted-average rate for borrowings under the facility, as of December 31, 2023.

(34)As of December 31, 2023, borrowings under the loan facility bore interest at SOFR+6.50% (Floor 2.00%). RLOC facility permits the borrower to make an interest rate election regarding the base rate on each draw under the facility. The rate presented represents a weighted-average rate for borrowings under the facility, as of December 31, 2023.

(35)As of December 31, 2023, borrowings under the loan facility bore interest at SOFR+7.00% (Floor 1.00%). RLOC facility permits the borrower to make an interest rate election regarding the base rate on each draw under the facility. The rate presented represents a weighted-average rate for borrowings under the facility, as of December 31, 2023.

(36)Index based floating interest rate is subject to contractual maximum base rate of 3.00%.

(37)The position is unfunded and no interest income is being earned as of December 31, 2023. The position may earn a nominal unused facility fee on committed amounts.

(38)Effective yield as of December 31, 2023 was approximately 5.25% on the Fidelity Government Portfolio Class III Fund.

(39)Effective yield as of December 31, 2023 was approximately 5.23% on the First American Treasury Obligations Fund Class Z.

(40)Warrants are presented in equivalent shares/units with a strike price of $1.00 per share/unit.

(41)As of December 31, 2023, borrowings under the loan facility bore interest at SOFR+6.00% (Floor 1.00%). RLOC facility permits the borrower to make an interest rate election regarding the base rate on each draw under the facility. The rate presented represents a weighted-average rate for borrowings under the facility, as of December 31, 2023.

(42)As of December 31, 2023, borrowings under the loan facility bore interest at SOFR+6.00% (Floor 0.75%). Each new draw or funding on the facility has a different floating rate reset date. The rate presented represents a weighted-average rate for borrowings under the facility, as of December 31, 2023.

(43)As of December 31, 2023, borrowings under the loan facility bore interest at SOFR+5.75% (Floor 1.00%). Each new draw or funding on the facility has a different floating rate reset date. The rate presented represents a weighted-average rate for borrowings under the facility, as of December 31, 2023.

(44)As of December 31, 2023, borrowings under the loan facility bore interest at SOFR+7.00% (Floor 2.00%). RLOC facility permits the borrower to make an interest rate election regarding the base rate on each draw under the facility. The rate presented represents a weighted-average rate for borrowings under the facility, as of December 31, 2023.

Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

December 31, 2023

(dollars in thousands)

(45)As of December 31, 2023, borrowings under the loan facility bore interest at SOFR+7.25% (Floor 1.00%). RLOC facility permits the borrower to make an interest rate election regarding the base rate on each draw under the facility. The rate presented represents a weighted-average rate for borrowings under the facility, as of December 31, 2023.

Table of contents

MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements

(Unaudited)

NOTE A — ORGANIZATION AND BASIS OF PRESENTATION

1.Organization

MSC Income Fund, Inc. (“MSIF” or, together with its consolidated subsidiaries, “MSC Income Fund” or the “Company”) is a principal investment firm primarily focused on providing debt capital to middle market (“Middle Market”) companies and customized debt and equity financing to lower middle market (“LMM”) companies. MSC Income Fund’s portfolio investments are typically made to support leveraged buyouts, recapitalizations, growth financings, refinancings and acquisitions of companies that operate in a variety of industry sectors. MSC Income Fund seeks to partner with private equity funds in its Private Loan (as defined below) and Middle Market investment strategies. MSC Income Fund invests primarily in secured debt investments of Middle Market companies generally headquartered in the United States and in secured debt investments, equity investments, warrants and other securities of LMM companies based in the United States. MSC Income Fund seeks to partner with entrepreneurs, business owners and management teams and generally provides “one-stop” financing alternatives within its LMM investment strategy.

MSIF was formed in November 2011 to operate as an externally managed business development company (“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, MSIF’s stockholders approved the appointment of MSC Adviser I, LLC (the “Adviser”), which is wholly-owned by Main Street Capital Corporation (“Main Street”), a New York Stock Exchange listed BDC, as MSIF’s investment adviser and administrator under an Investment Advisory and Administrative Services Agreement dated October 30, 2020 (the “Investment Advisory Agreement”). In such role, the Adviser has the responsibility to manage the business of MSC Income Fund, including the responsibility to identify, evaluate, negotiate and structure prospective investments, make investment and portfolio management decisions, monitor MSC Income Fund’s Investment Portfolio (as defined below) and provide ongoing administrative services.

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 “we,” “us,” “our,” the “Company” and “MSC Income Fund” refer to MSIF and its consolidated subsidiaries, which include the Taxable Subsidiaries and the Structured Subsidiaries.

2.Basis of Presentation

MSC Income Fund’s consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The Company is an investment company following accounting and reporting guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 946, Financial Services—Investment Companies (“ASC 946”). For each of the periods presented herein, MSC Income Fund’s consolidated financial statements include the accounts of MSIF and its consolidated subsidiaries. The “Investment Portfolio,” as used herein, refers to all of MSC Income Fund’s investments in Private Loan portfolio companies, investments in LMM portfolio companies, investments in Middle Market portfolio companies and Other Portfolio investments (see Note C — Fair Value Hierarchy for Investments — Portfolio Composition — Investment Portfolio Composition for additional discussion of MSC Income Fund’s Investment Portfolio and definitions for the defined terms Private Loan and Other Portfolio). MSC Income Fund’s results of operations for the three months ended March 31, 2024 and 2023, cash flows for the three months ended March 31, 2024 and 2023, and financial position as of March 31, 2024 and December 31, 2023, are presented on a consolidated basis. The effects of all intercompany transactions between MSIF and its consolidated subsidiaries have been eliminated in consolidation.

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

The accompanying unaudited consolidated financial statements of MSC Income Fund are presented in conformity with U.S. GAAP for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Articles 6, 10 and 12 of Regulation S-X. Accordingly, certain disclosures accompanying annual consolidated financial statements prepared in accordance with U.S. GAAP are omitted. The unaudited consolidated financial statements and notes should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2023. In the opinion of management, the unaudited consolidated financial results included herein contain all adjustments, consisting solely of normal recurring accruals, considered necessary for the fair presentation of financial statements for the interim periods included herein. The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the operating results to be expected for the full year. Financial statements prepared on a U.S. GAAP basis require management to make estimates and assumptions that affect the amounts and disclosures reported in the consolidated financial statements and accompanying notes. Such estimates and assumptions could change in the future as more information becomes known, which could impact the amounts reported and disclosed herein.

Principles of Consolidation

Under ASC 946, MSC Income Fund is precluded from consolidating other entities in which MSC Income Fund has equity investments, including those in which it has a controlling interest, unless the other entity is another investment company. An exception to this general principle in ASC 946 occurs if MSC Income Fund holds a controlling interest in an operating company that provides all or substantially all of its services directly to MSC Income Fund. Accordingly, as noted above, MSC Income Fund’s consolidated financial statements include the financial position and operating results for the Taxable Subsidiaries and the Structured Subsidiaries. MSC Income Fund has determined that none of its portfolio investments qualify for this exception. Therefore, MSC Income Fund’s Investment Portfolio is carried on the Consolidated Balance Sheets at fair value, as discussed further in Note B.1. — Summary of Significant Accounting Policies — Valuation of the Investment Portfolio, with any adjustments to fair value recognized as “Net Unrealized Appreciation (Depreciation)” until the investment is realized, usually upon exit, resulting in any gain or loss being recognized as a “Net Realized Gain (Loss),” in both cases on the Consolidated Statements of Operations.

Portfolio Investment Classification

MSC Income Fund classifies its Investment Portfolio in accordance with the requirements of the 1940 Act. Under the 1940 Act, (a) “Control Investments” are defined as investments in which MSC Income Fund owns more than 25% of the voting securities or has rights to maintain greater than 50% of the board representation, (b) “Affiliate Investments” are defined as investments in which MSC Income Fund owns between 5% and 25% (inclusive) of the voting securities and does not have rights to maintain greater than 50% of the board representation and (c) “Non-Control/Non-Affiliate Investments” are defined as investments that are neither Control Investments nor Affiliate Investments. For purposes of determining the classification of its Investment Portfolio, MSC Income Fund has excluded consideration of any voting securities or board appointment rights held by Main Street and third-party investment funds advised by the Adviser.

NOTE B — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1.Valuation of the Investment Portfolio

MSC Income Fund accounts for its Investment Portfolio at fair value. As a result, MSC Income Fund follows the provisions of 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 MSC Income 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.

MSC Income Fund’s portfolio strategy calls for it to invest primarily in debt securities issued by Middle Market companies and illiquid debt and equity securities issued by privately held, LMM companies. The Middle Market companies in which MSC Income Fund invests are generally larger in size than the LMM companies and their debt securities can be more liquid than the debt securities issued by LMM companies. MSC Income Fund categorizes some of

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its investments in Middle Market companies and LMM companies as Private Loan portfolio investments, which are primarily debt securities in privately held companies that have primarily been originated directly by its Adviser or, to a lesser extent, through its 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 Fund’s Private Loan investments are typically made to support a company owned by or in the process of being acquired by a private equity sponsor. Private Loan investments are made in companies that are generally consistent with the size of companies MSC Income Fund invests in through its Middle Market portfolio and LMM portfolio. MSC Income Fund’s portfolio also includes Other Portfolio investments which primarily consist of investments that are not consistent with the typical profiles for its Private Loan, LMM or Middle Market portfolio investments, including investments which may be managed by third parties. MSC Income Fund’s portfolio investments may be subject to restrictions on resale.

Private Loan investments may include investments which have no established market or have established markets that are not active, while LMM investments and Other Portfolio investments generally have no established trading market. Middle Market portfolio investments generally have established markets that are not active. MSC Income Fund determines in good faith the fair value of its Investment Portfolio pursuant to a valuation policy in accordance with ASC 820, with such valuation process approved by its Board of Directors and in accordance with the 1940 Act. MSC Income Fund’s valuation policies and processes are intended to provide a consistent basis for determining the fair value of MSC Income Fund’s Investment Portfolio.

For Private Loan and Middle Market portfolio investments in debt securities for which it has determined that third-party quotes or other independent pricing are not available or appropriate, MSC Income Fund generally estimates the fair value based on the assumptions that it believes hypothetical market participants would use to value the investment in a current hypothetical sale using the yield-to-maturity model (“Yield-to-Maturity”) valuation method. For LMM portfolio investments, MSC Income Fund generally reviews external events, including private mergers, sales and acquisitions involving comparable companies, and includes these events in the valuation process by using an enterprise value waterfall methodology (“Waterfall”) for its LMM equity investments and an income approach using a Yield-to-Maturity valuation method for its LMM debt investments. For Middle Market portfolio investments in debt securities for which it has determined that third-party quotes or other independent prices are available, MSC Income Fund primarily uses quoted prices in the valuation process. MSC Income Fund determines the appropriateness of the use of third-party broker quotes, if any, in determining fair value based on its understanding of the level of actual transactions used by the broker to develop the quote and whether the quote was an indicative price or binding offer, the depth and consistency of broker quotes and the correlation of changes in broker quotes with underlying performance of the portfolio company and other market indices. For its Other Portfolio equity investments, MSC Income Fund generally calculates the fair value of the investment primarily based on the net asset value (“NAV”) of the fund and adjusts the fair value for other factors deemed relevant that would affect the fair value of the investment. All of the valuation approaches for MSC Income Fund’s portfolio investments estimate the value of the investment as if MSC Income Fund was to sell, or exit, the investment as of the measurement date.

These valuation approaches consider the value associated with MSC Income Fund’s ability to control the capital structure of the portfolio company, as well as the timing of a potential exit. For valuation purposes, “control” portfolio investments are composed of debt and equity securities in companies for which MSC Income Fund has a controlling interest in the equity ownership of the portfolio company or the ability to nominate a majority of the portfolio company’s board of directors. For valuation purposes, “non-control” portfolio investments are generally composed of debt and equity securities in companies for which MSC Income Fund does not have a controlling interest in the equity ownership of the portfolio company or the ability to nominate a majority of the portfolio company’s board of directors.

Under the Waterfall valuation method, MSC Income Fund estimates the enterprise value of a portfolio company using a combination of market and income approaches or other appropriate valuation methods, such as considering recent transactions in the equity securities of the portfolio company or third-party valuations of the portfolio company, and then performs a Waterfall calculation by allocating the enterprise value over the portfolio company’s securities in order of their preference relative to one another. The enterprise value is the fair value at which an enterprise could be sold in a transaction between two willing parties, other than through a forced or liquidation sale. Typically, privately held companies are bought and sold based on multiples of earnings before interest, taxes, depreciation and amortization (“EBITDA”), cash flows, net

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income, revenues, or in limited cases, book value. There is no single methodology for estimating enterprise value. For any one portfolio company, enterprise value is generally described as a range of values from which a single estimate of enterprise value is derived. In estimating the enterprise value of a portfolio company, MSC Income Fund analyzes various factors including the portfolio company’s historical and projected financial results. Due to SEC deadlines for MSC Income Fund’s quarterly and annual financial reporting, the operating results of a portfolio company used in the current period valuation are generally the results from the period ended three months prior to such valuation date and may include unaudited, projected, budgeted or pro forma financial information and may require adjustments for non-recurring items or to normalize the operating results that may require significant judgment in determining. In addition, projecting future financial results requires significant judgment regarding future growth assumptions. In evaluating the operating results, MSC Income Fund also analyzes the impact of exposure to litigation, loss of customers or other contingencies. After determining the appropriate enterprise value, MSC Income Fund allocates the enterprise value to investments in order of the legal priority of the various components of the portfolio company’s capital structure. In applying the Waterfall valuation method, MSC Income Fund assumes the loans are paid-off at the principal amount in a change in control transaction and are not assumed by the buyer, which MSC Income Fund believes is consistent with its past transaction history and standard industry practices.

Under the Yield-to-Maturity valuation method, MSC Income Fund also uses the income approach to determine the fair value of debt securities based on projections of the discounted future free cash flows that the debt security will likely generate, including analyzing the discounted cash flows of interest and principal amounts for the debt security, as set forth in the associated loan agreements, as well as the financial position and credit risk of the portfolio company. MSC Income Fund’s estimate of the expected repayment date of its debt securities is generally the maturity date of the instrument, as MSC Income Fund generally intends to hold its loans and debt securities to maturity. The Yield-to-Maturity analysis also considers changes in leverage levels, credit quality, portfolio company performance, changes in market-based interest rates and other factors. MSC Income Fund will generally use the value determined by the Yield-to-Maturity analysis as the fair value for that security; however, because of MSC Income Fund’s general intent to hold its loans to maturity, the fair value will not exceed the principal amount of the debt security valued using the Yield-to-Maturity valuation method. A change in the assumptions that MSC Income Fund uses to estimate the fair value of its debt securities using the Yield-to-Maturity valuation method could have a material impact on the determination of fair value. If there is deterioration in credit quality or if a debt security is in workout status, MSC Income Fund may consider other factors in determining the fair value of the debt security, including the value attributable to the debt security from the enterprise value of the portfolio company or the proceeds that would most likely be received in a liquidation analysis.

Under the NAV valuation method, for an investment in an investment fund that does not have a readily determinable fair value, MSC Income Fund measures the fair value of the investment predominately based on the NAV of the investment fund as of the measurement date and adjusts the investment’s fair value for factors known to MSC Income Fund that would affect that fund’s NAV, including, but not limited to, fair values for individual investments held by the fund if MSC Income Fund holds the same investment or for a publicly traded investment. In addition, in determining the fair value of the investment, MSC Income Fund considers whether adjustments to the NAV are necessary in certain circumstances, based on the analysis of any restrictions on redemption of MSC Income Fund’s investment as of the measurement date, recent actual sales or redemptions of interests in the investment fund, and expected future cash flows available to equity holders, including the rate of return on those cash flows compared to an implied market return on equity required by market participants, or other uncertainties surrounding MSC Income Fund’s ability to realize the full NAV of its interests in the investment fund.

Pursuant to its internal valuation process and the requirements under the 1940 Act, MSC Income Fund performs valuation procedures on each of its portfolio investments quarterly. In addition to its internal valuation process, in arriving at estimates of fair value for its investments in its Private Loan portfolio companies, MSC Income Fund, among other things, consults with a nationally recognized independent financial advisory services firm (the “Financial Advisory Firm”). The Financial Advisory Firm analyzes and provides observations and recommendations and an assurance certification regarding MSC Income Fund’s determinations of the fair value of its Private Loan portfolio company investments. The Financial Advisory Firm is generally consulted relative to MSC Income Fund’s investments in each Private Loan portfolio company at least once every calendar year, and for MSC Income Fund’s investments in new Private Loan portfolio companies, at least once in the twelve-month period subsequent to the initial investment. In certain instances, MSC Income Fund may determine that it is not cost-effective, and as a result is not in its stockholders’ best interest, to consult with the

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Financial Advisory Firm on its investments in one or more Private Loan portfolio companies. Such instances include, but are not limited to, situations where the fair value of MSC Income Fund’s investment in a Private Loan portfolio company is determined to be insignificant relative to the total Investment Portfolio. MSC Income Fund consulted with and received an assurance certification from the Financial Advisory Firm in arriving at its determination of fair value for its investments in a total of 14 Private Loan portfolio companies during each of the three months ended March 31, 2024 and 2023, representing 21% and 24% of the total Private Loan portfolio at fair value as of March 31, 2024 and 2023, respectively. A total of 55 Private Loan portfolio companies were reviewed and certified by the Financial Advisory Firm during the trailing twelve months ended March 31, 2024, representing 78% of the total Private Loan portfolio at fair value as of March 31, 2024. Excluding its investments in Private Loan portfolio companies that, as of March 31, 2024, had not been in the Investment Portfolio for at least twelve months subsequent to the initial investment and its investments in Private Loan portfolio companies that were not reviewed because the investment is valued based upon third-party quotes or other independent pricing, 91% of the Private Loan portfolio at fair value was reviewed and certified by the Financial Advisory Firm during the trailing twelve months ended March 31, 2024.

For valuation purposes, all of MSC Income Fund’s Private Loan portfolio investments are non-control investments. For Private Loan portfolio investments for which it has determined that third-party quotes or other independent pricing are not available or appropriate, MSC Income Fund generally estimates the fair value based on the assumptions that it believes hypothetical market participants would use to value such Private Loan debt investments in a current hypothetical sale using the Yield-to-Maturity valuation method and such Private Loan equity investments in a current hypothetical sale using the Waterfall valuation method.

In addition to its internal valuation process, in arriving at estimates of fair value for its investments in its LMM portfolio companies, MSC Income Fund, among other things, consults with the Financial Advisory Firm. The Financial Advisory Firm analyzes and provides observations, recommendations and an assurance certification regarding MSC Income Fund’s determinations of the fair value of its LMM portfolio company investments. The Financial Advisory Firm is generally consulted relative to MSC Income Fund’s investments in each LMM portfolio company at least once every calendar year, and for MSC Income Fund’s investments in new LMM portfolio companies, at least once in the twelve-month period subsequent to the initial investment. In certain instances, MSC Income Fund may determine that it is not cost-effective, and as a result is not in its stockholders’ best interest, to consult with the Financial Advisory Firm on its investments in one or more LMM portfolio companies. Such instances include, but are not limited to, situations where the fair value of MSC Income Fund’s investment in a LMM portfolio company is determined to be insignificant relative to the total Investment Portfolio. MSC Income Fund consulted with and received an assurance certification from the Financial Advisory Firm in arriving at its determination of fair value for its investments in a total of 12 and 13 LMM portfolio companies during the three months ended March 31, 2024 and 2023, respectively, representing 26% and 39% of the total LMM portfolio at fair value as of March 31, 2024 and 2023, respectively. A total of 46 LMM portfolio companies were reviewed and certified by the Financial Advisory Firm during the trailing twelve months ended March 31, 2024, representing 94% of the total LMM portfolio at fair value as of March 31, 2024. Excluding its investments in LMM portfolio companies that, as of March 31, 2024, had not been in the Investment Portfolio for at least twelve months subsequent to the initial investment or whose primary purpose is to own real estate for which a third-party appraisal is obtained on at least an annual basis, 99% of the LMM portfolio at fair value was reviewed and certified by the Financial Advisory Firm during the trailing twelve months ended March 31, 2024.

For valuation purposes, all of MSC Income Fund’s Middle Market portfolio investments are non-control investments. To the extent sufficient observable inputs are available to determine fair value, MSC Income Fund uses observable inputs to determine the fair value of these investments through obtaining third-party quotes or other independent pricing. For Middle Market portfolio investments for which it has determined that third-party quotes or other independent pricing are not available or appropriate, MSC Income Fund generally estimates the fair value based on the assumptions that it believes hypothetical market participants would use to value such Middle Market debt investments in a current hypothetical sale using the Yield-to-Maturity valuation method and such Middle Market equity investments in a current hypothetical sale using the Waterfall valuation method. MSC Income Fund generally consults on a limited basis with the Financial Advisory Firm in connection with determining the fair value of its Middle Market portfolio investments due to the nature of these investments. The vast majority (96% and 97% as of March 31, 2024 and December 31, 2023, respectively) of the Middle Market portfolio investments (i) are valued using third-party quotes or other independent

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pricing services or (ii) MSC Income Fund has consulted with and received an assurance certification from the Financial Advisory Firm within the last twelve months.

For valuation purposes, all of MSC Income Fund’s Other Portfolio investments are non-control investments. MSC Income Fund’s Other Portfolio investments comprised 2.2% and 2.3% of MSC Income Fund’s Investment Portfolio at fair value as of March 31, 2024 and December 31, 2023, respectively. Similar to the LMM investment portfolio, market quotations for Other Portfolio equity investments are generally not readily available. For its Other Portfolio equity investments, MSC Income Fund generally determines the fair value of these investments using the NAV valuation method.

Due to the inherent uncertainty in the valuation process, MSC Income Fund’s determination of fair value for its 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 Fund determines the fair value of each individual investment and records changes in fair value as unrealized appreciation or depreciation.

MSC Income Fund uses an internally developed portfolio investment rating system in connection with its investment oversight, portfolio management and analysis and investment valuation procedures for its Private Loan, LMM and Middle Market portfolio companies. This system takes into account both quantitative and qualitative factors of each Private Loan, LMM and Middle Market portfolio company.

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 Fund’s Board of Directors has approved policies and procedures pursuant to Rule 2a-5 (the “Valuation Procedures”) and has designated the Adviser, led by a group of Main Street’s and the Adviser’s executive officers, to serve as the Board of Directors’ valuation designee. MSC Income Fund believes its Investment Portfolio as of March 31, 2024 and December 31, 2023 approximates fair value as of those dates based on the markets in which it operates and other conditions in existence on those reporting dates.

2.Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period. Actual results may differ from these estimates under different conditions or assumptions. Additionally, as explained in Note B.1. — Summary of Significant Accounting Policies — Valuation of the Investment Portfolio, the consolidated financial statements include investments in the Investment Portfolio whose values have been estimated by MSC Income Fund pursuant to valuation policies and procedures approved and overseen by MSC Income Fund’s Board of Directors, in the absence of readily ascertainable market values. Because of the inherent uncertainty of the Investment Portfolio valuations, those estimated values may differ materially from the values that would have been determined had a ready market for the securities existed.

Macroeconomic factors, including pandemics, risk of recession, inflation, supply chain constraints or disruptions, geopolitical disruptions and changing market index interest rates, and the related effect on the U.S. and global economies, have impacted, and may continue to impact, the businesses and operating results of certain of MSC Income Fund’s portfolio companies. As a result of these and other current effects of macroeconomic factors, as well as the uncertainty regarding the extent and duration of their impact, the valuation of MSC Income Fund’s Investment Portfolio has and may continue to experience increased volatility.

3.Cash and Cash Equivalents

Cash and cash equivalents consist of cash and highly liquid investments with an original maturity of three months or less at the date of purchase. Cash and cash equivalents are carried at cost, which approximates fair value. At March 31, 2024 and December 31, 2023, the Company had $13.6 million and $20.8 million, respectively of cash equivalents invested

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in AAA-rated money market funds pending investment in the Company’s primary investment strategies. These highly liquid investments are included in the Consolidated Schedule of Investments.

At March 31, 2024 and December 31, 2023, cash balances totaling $10.8 million and $9.0 million, respectively, exceeded Federal Deposit Insurance Corporation insurance protection levels, subjecting the Company to risk related to the uninsured balance.

4.Interest, Dividend and Fee Income

MSC Income Fund records interest and dividend income on the accrual basis to the extent amounts are expected to be collected. Dividend income is recorded when dividends are declared by the portfolio company or at such other time that an obligation exists for the portfolio company to make a distribution. MSC Income 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 MSC Income Fund otherwise does not expect the debtor to be able to service its debt obligation, MSC Income Fund 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, MSC Income Fund removes it from non-accrual status.

As of March 31, 2024, investments on non-accrual status comprised 0.7% of MSC Income Fund’s total Investment Portfolio at fair value and 3.6% at cost. As of December 31, 2023, investments on non-accrual status comprised 1.1% of MSC Income Fund’s total Investment Portfolio at fair value and 4.0% at cost.

MSC Income Fund 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.7. — Summary of Significant Accounting Policies — Income Taxes below), these non-cash sources of income may need to be paid out to stockholders in the form of distributions, even though MSC Income Fund may not have collected the PIK interest and cumulative dividends in cash. MSC Income Fund 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, 2024 and 2023, 4.5% and 3.8%, respectively, of MSC Income Fund’s total investment income was attributable to PIK interest income not paid currently in cash. For each of the three months ended March 31, 2024 and 2023, 0.1% of MSC Income Fund’s total investment income was attributable to cumulative dividend income not paid currently in cash.

MSC Income Fund may periodically provide services, including structuring and advisory services, to its 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. Fees received in connection with debt financing transactions are generally deferred and accreted into income over the life of the financing.

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A presentation of total investment income MSC Income Fund received from its Investment Portfolio in each of the periods presented is as follows:


	Three Months Ended March 31,
	2024		2023
	(dollars in thousands)
Interest, fee and dividend income:
Interest income	$	29,059	$	28,932
Dividend income	2,472		1,559
Fee income	2,419		555
Total interest, fee and dividend income	$	33,950	$	31,046

5.Deferred Financing Costs

Deferred financing costs include commitment fees and other direct costs incurred in connection with arranging MSC Income Fund’s borrowings. Deferred financing costs incurred in connection with MSC Income Fund’s multi-year revolving Credit Facilities (as defined in Note D — Debt) have been capitalized as an asset. Deferred financing costs incurred in connection with the Series A Notes (as defined in Note D — Debt) are reflected as a direct deduction from the principal amount outstanding.

6.Unearned Income—Debt Origination Fees and Original Issue Discount and Discounts / Premiums to Par Value

MSC Income Fund capitalizes debt origination fees received in connection with financings and reflects such fees as unearned income netted against the applicable debt investments. The unearned income from the fees is accreted into income over the life of the financing.

In connection with its portfolio debt investments, MSC Income Fund sometimes receives nominal cost warrants or warrants with an exercise price below the fair value of the underlying equity (together, “nominal cost equity”) that are valued as part of the negotiation process with the particular portfolio company. When MSC Income Fund receives nominal cost equity, it allocates its cost basis in its investment between its debt security and its nominal cost equity at the time of origination based on amounts negotiated with the particular portfolio company. The allocated amounts are based upon the fair value of the nominal cost equity, which is then used to determine the allocation of cost to the debt security. Any discount recorded on a debt investment resulting from this allocation is reflected as unearned income, which is netted against the applicable debt investment, and accreted into interest income over the life of the debt investment. The actual collection of this interest is deferred until the time of debt principal repayment.

MSC Income Fund may also purchase debt securities at a discount or at a premium to the par value of the debt security. In the case of a purchase at a discount, MSC Income Fund records the investment at the par value of the debt security net of the discount, and the discount is accreted into interest income over the life of the debt investment. In the case of a purchase at a premium, MSC Income Fund records the investment at the par value of the debt security plus the premium, and the premium is amortized as a reduction to interest income over the life of the debt investment.

To maintain RIC tax treatment (as discussed in Note B.7. — Summary of Significant Accounting Policies — Income Taxes below), these non-cash sources of income may need to be paid out to stockholders in the form of distributions, even though MSC Income Fund may not have collected the interest income. For each of the three months ended March 31, 2024 and 2023, 2.5% of MSC Income Fund’s total investment income was attributable to interest income from the accretion of discounts associated with debt investments, net of any premium amortization.

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7.Income Taxes

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 RIC, MSIF generally will not pay corporate-level U.S. federal income taxes on any net ordinary taxable income or capital gains that MSIF distributes to its stockholders. MSIF must generally distribute at least 90% of its “investment company taxable income” (which is generally its net ordinary taxable income and realized net short-term capital gains in excess of realized net long-term capital losses) and 90% of its tax-exempt income to maintain its RIC status (pass-through tax treatment for amounts distributed). As part of maintaining RIC status, undistributed taxable income (subject to a 4% non-deductible U.S. federal excise tax) pertaining to a given fiscal year may be distributed up to twelve months subsequent to the end of that fiscal year, provided such dividends are declared on or prior to the later of (i) the filing of the U.S. federal income tax return for the applicable fiscal year or (ii) the fifteenth day of the ninth month following the close of the year in which such taxable income was generated.

The Taxable Subsidiaries primarily hold certain equity investments for MSC Income Fund. The Taxable Subsidiaries permit MSC Income Fund to hold equity investments in portfolio companies which are “pass-through” entities for tax purposes and to continue to comply with the “source-of-income” requirements contained in the RIC tax provisions of the Code. The Taxable Subsidiaries are consolidated with MSC Income Fund for U.S. GAAP financial reporting purposes, and the portfolio investments held by the Taxable Subsidiaries are included in MSC Income Fund’s consolidated financial statements as portfolio investments and recorded at fair value. The Taxable Subsidiaries are not consolidated with MSIF for income tax purposes and may generate income tax expense, or benefit, and tax assets and liabilities, as a result of their ownership of certain portfolio investments. The taxable income, or loss, of the Taxable Subsidiaries may differ from their book income, or loss, due to temporary book and tax timing differences and permanent differences. The Taxable Subsidiaries are each taxed at corporate income tax rates based on their taxable income. The income tax expense, or benefit, if any, and the related tax assets and liabilities, of the Taxable Subsidiaries are reflected in MSC Income Fund’s consolidated financial statements.

The Taxable Subsidiaries use the liability method in accounting for income taxes. Deferred tax assets and liabilities are recorded for temporary differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements, using statutory tax rates in effect for the year in which the temporary differences are expected to reverse. A valuation allowance is provided, if necessary, against deferred tax assets when it is more likely than not that some portion or all of the deferred tax asset will not be realized. MSC Income Fund’s net assets as included on the Consolidated Balance Sheets and Consolidated Statements of Changes in Net Assets include an adjustment to classification as a result of permanent book-to-tax differences, which include differences in the book and tax treatment of income and expenses.

Taxable income generally differs from net income for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses. Taxable income generally excludes net unrealized appreciation or depreciation, as investment gains or losses are not included in taxable income until they are realized.

8.Net Realized Gains or Losses and Net Unrealized Appreciation or Depreciation

Realized gains or losses are measured by the difference between the net proceeds from the sale or redemption of an investment or a financial instrument and the cost basis of the investment or financial instrument, without regard to unrealized appreciation or depreciation previously recognized, and includes investments written-off during the period net of recoveries and realized gains or losses from in-kind redemptions. Net unrealized appreciation or depreciation reflects the net change in the fair value of the Investment Portfolio and financial instruments and the reclassification of any prior period unrealized appreciation or depreciation on exited investments and financial instruments to realized gains or losses.

9.Fair Value of Financial Instruments

Fair value estimates are made at discrete points in time based on relevant information. These estimates may be subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. MSC Income Fund believes that the carrying amounts of its financial instruments, consisting of cash and cash

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equivalents, receivables, payables and other liabilities approximate the fair values of such items due to the short-term nature of these instruments.

MSC Income Fund’s debt instruments, including all revolving and unsecured debt, are accounted for on a historical cost basis as applicable under U.S GAAP. As also required under U.S GAAP, MSC Income Fund discloses the estimated fair value of its debt obligations in Note D — Debt. To estimate the fair value of MSC Income Fund’s Series A Notes as disclosed in Note D — Debt, MSC Income Fund uses the Yield-to-Maturity valuation method based on projections of the discounted future free cash flows that the debt security will likely generate, including both the discounted cash flows of the associated interest and principal amounts for the debt security. The inputs used to value MSC Income Fund’s debt instruments for purposes of the fair value estimate disclosures in Note D — Debt are considered to be Level 2 according to the ASC 820 fair value hierarchy.

10.Earnings per Share

Net increase in net assets resulting from operations per share and net investment income per share are computed utilizing the weighted-average number of shares of common stock outstanding for the period.

11.Recently Issued or Adopted Accounting Standards

In November 2022, the FASB issued ASU 2022-06, Reference rate reform (Topic 848) — Deferral of the Sunset Date of Topic 848, which deferred the sunset date of Topic 848 from December 31, 2022 to December 31, 2024 after which entities will no longer be permitted to apply the relief in Topic 848. The Company utilized the optional expedients and exceptions provided by ASU 2020-04 and extended by ASU 2022-06 during the year ended December 31, 2023, the effect of which was not material to the consolidated financial statements and the notes thereto. For the current year, the Company will no longer utilize the optional expedients provided by ASU 2020-04, as LIBOR is no longer referenced in any of its contracts. ASU 2022-06 did not have a material impact on the consolidated financial statements and the notes thereto.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures. The amendments in this update require more disaggregated information on income taxes paid. ASU 2023-09 is effective for years beginning after December 15, 2024. Early adoption is permitted, however the Company has not elected to adopt this provision as of the date of the financial statements contained in this report. The Company is still assessing the impact of the new guidance. However, it does not expect ASU 2023-09 to have a material impact on the consolidated financial statements and the notes thereto.

From time to time, new accounting pronouncements are issued by the FASB or other standards-setting bodies that are adopted by the Company as of the specified effective date. The Company 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.

NOTE C — FAIR VALUE HIERARCHY FOR INVESTMENTS—PORTFOLIO COMPOSITION

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. MSC Income Fund accounts for its investments at fair value.

Fair Value Hierarchy

In accordance with ASC 820, MSC Income Fund has categorized its investments based on the priority of the inputs to the valuation technique into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical investments (Level 1) and the lowest priority to unobservable inputs (Level 3).

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Investments recorded on MSC Income Fund’s Consolidated Balance Sheets are categorized based on the inputs to the valuation techniques as follows:

Level 1 — Investments whose values are based on unadjusted quoted prices for identical assets in an active market that MSC Income Fund has the ability to access (examples include investments in active exchange-traded equity securities and investments in most U.S. government and agency securities).

Level 2 — Investments whose values are based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the investment. Level 2 inputs include the following:

•Quoted prices for similar assets in active markets (for example, investments in restricted stock);

•Quoted prices for identical or similar assets in non-active markets (for example, investments in thinly traded public companies);

•Pricing models whose inputs are observable for substantially the full term of the investment (for example, market interest rate indices); and

•Pricing models whose inputs are derived principally from, or corroborated by, observable market data through correlation or other means for substantially the full term of the investment.

Level 3 — Investments whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement (for example, investments in illiquid securities issued by privately held companies). These inputs reflect management’s own assumptions about the assumptions a market participant would use in pricing the investment.

As required by ASC 820, when the inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement in its entirety. For example, a Level 3 fair value measurement may include inputs that are observable (Levels 1 and 2) and unobservable (Level 3). Therefore, unrealized appreciation and depreciation related to such investments categorized within the Level 3 tables below may include changes in fair value that are attributable to both observable inputs (Levels 1 and 2) and unobservable inputs (Level 3).

As of March 31, 2024 and December 31, 2023, MSC Income Fund’s Private Loan portfolio investments primarily consisted of investments in secured debt investments. The fair value determination for these investments consisted of a combination of observable inputs in non-active markets for which sufficient observable inputs were not available to determine the fair value of these investments and unobservable inputs. As a result, all of MSC Income Fund’s Private Loan portfolio investments were categorized as Level 3 as of March 31, 2024 and December 31, 2023.

As of March 31, 2024 and December 31, 2023, all of MSC Income Fund’s LMM portfolio investments consisted of illiquid securities issued by privately held companies and the fair value determination for these investments primarily consisted of unobservable inputs. As a result, all of MSC Income Fund’s LMM portfolio investments were categorized as Level 3 as of March 31, 2024 and December 31, 2023.

As of March 31, 2024 and December 31, 2023, MSC Income Fund’s Middle Market portfolio investments consisted primarily of investments in secured and unsecured debt investments and independently rated debt investments. The fair value determination for these investments consisted of a combination of observable inputs in non-active markets for which sufficient observable inputs were not available to determine the fair value of these investments and unobservable inputs. As a result, all of MSC Income Fund’s Middle Market portfolio investments were categorized as Level 3 as of March 31, 2024 and December 31, 2023.

As of March 31, 2024 and December 31, 2023, MSC Income Fund’s Other Portfolio investments consisted of illiquid securities issued by privately held entities and the fair value determination for these investments primarily consisted

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(Unaudited)

of unobservable inputs. As a result, all of MSC Income Fund’s Other Portfolio investments were categorized as Level 3 as of March 31, 2024 and December 31, 2023.

As of March 31, 2024 and December 31, 2023, all money market funds included in cash and cash equivalents were valued using Level 1 inputs.

The fair value determination of each portfolio investment categorized as Level 3 required one or more of the following unobservable inputs:

•Financial information obtained from each portfolio company, including unaudited statements of operations and balance sheets for the most recent period available as compared to budgeted numbers;

•Current and projected financial condition of the portfolio company;

•Current and projected ability of the portfolio company to service its debt obligations;

•Type and amount of collateral, if any, underlying the investment;

•Current financial ratios (e.g., fixed charge coverage ratio, interest coverage ratio and net debt/ EBITDA ratio) applicable to the investment;

•Current liquidity of the investment and related financial ratios (e.g., current ratio and quick ratio);

•Pending debt or capital restructuring of the portfolio company;

•Projected operating results of the portfolio company;

•Current information regarding any offers to purchase the investment;

•Current ability of the portfolio company to raise any additional financing as needed;

•Changes in the economic environment which may have a material impact on the operating results of the portfolio company;

•Internal occurrences that may have an impact (both positive and negative) on the operating performance of the portfolio company;

•Qualitative assessment of key management;

•Contractual rights, obligations or restrictions associated with the investment; and

•Other factors deemed relevant.

The use of significant unobservable inputs creates uncertainty in the measurement of fair value as of the reporting date. The significant unobservable inputs used in the fair value measurement of MSC Income Fund’s LMM equity securities, which are generally valued through an average of the discounted cash flow technique and the market comparable/enterprise value technique (unless one of these approaches is determined to not be appropriate), are (i) EBITDA multiples and (ii) the weighted-average cost of capital (“WACC”). Significant increases (decreases) in EBITDA multiple inputs in isolation would result in a significantly higher (lower) fair value measurement. On the contrary, significant increases (decreases) in WACC inputs in isolation would result in a significantly lower (higher) fair value measurement. The significant unobservable inputs used in the fair value measurement of MSC Income Fund’s Private Loan, LMM and Middle Market debt securities are (i) risk adjusted discount rates used in the Yield-to-Maturity valuation technique (see Note B.1. — Summary of Significant Accounting Policies — Valuation of the Investment Portfolio) and (ii) the percentage of expected principal recovery. Significant increases (decreases) in any of these discount rates in

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(Unaudited)

isolation would result in a significantly lower (higher) fair value measurement. Significant increases (decreases) in any of these expected principal recovery percentages in isolation would result in a significantly higher (lower) fair value measurement. However, due to the nature of certain investments, fair value measurements may be based on other criteria, such as third-party appraisals of collateral and fair values as determined by independent third parties, which are not presented in the tables below.

The following tables provide a summary of the significant unobservable inputs used to fair value MSC Income Fund’s Level 3 portfolio investments as of March 31, 2024 and December 31, 2023:


Type of Investment	Fair Value as of March 31, 2024 (in thousands)		Valuation Technique	Significant Unobservable Inputs	Range(3)	Weighted Average(3)		Median(3)
Equity investments	$	256,254	Discounted cash flow	WACC	10.7% - 22.4%	14.2	%	15.1	%
			Market comparable / Enterprise value	EBITDA multiple (1)	4.3x - 9.4x (2)	7.3x		6.5x
Debt investments	$	798,929	Discounted cash flow	Risk adjusted discount factor (4)	9.6% - 17.0% (2)	13.3	%	12.6	%
				Expected principal recovery percentage	0.3% - 100.0%	99.3	%	100.0	%
Debt investments	$	60,799	Market approach	Third-party quote	38.3 - 100.5	85.2		91.5
Total Level 3 investments	$	1,115,982

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(1)EBITDA may include proforma adjustments and/or other add-backs based on specific circumstances related to each investment.

(2)Range excludes outliers that are greater than one standard deviation from the mean. Including these outliers, the range for EBITDA multiple is 2.0x - 15.7x and the range for risk adjusted discount factor is 8.0% - 31.9%.

(3)Does not include investments for which the valuation technique does not include the use of the applicable fair value input.

(4)Discount rate includes the effect of the standard SOFR base rate, as applicable.


Type of Investment	Fair Value as of December 31, 2023 (in thousands)		Valuation Technique	Significant Unobservable Inputs	Range(3)	Weighted Average(3)		Median(3)
Equity investments	$	254,770	Discounted cash flow	WACC	10.9% - 22.5%	14.4	%	15.5	%
			Market comparable / Enterprise value	EBITDA multiple (1)	4.9x - 9.2x (2)	7.3x		6.5x
Debt investments	$	777,003	Discounted cash flow	Risk adjusted discount factor (4)	9.8% - 16.8% (2)	13.1	%	12.8	%
				Expected principal recovery percentage	0.6% - 100.0%	99.6	%	100.0	%
Debt investments	$	61,122	Market approach	Third-party quote	4.5 - 99.2	85.0		89.5
Total Level 3 investments	$	1,092,895

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(1)EBITDA may include proforma adjustments and/or other add-backs based on specific circumstances related to each investment.