Annual report [Section 13 and 15(d), not S-K Item 405]

SHARE REPURCHASES

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SHARE REPURCHASES
 12 Months Ended
Dec. 31, 2025
Share-Based Payment Arrangement [Abstract]  
SHARE REPURCHASES SHARE REPURCHASES
Prior to the MSC Income Listing, MSC Income maintained a quarterly share repurchase program whereby the Fund made quarterly offers to purchase shares at the estimated NAV per share, as determined within 48 hours prior to the repurchase date. The amount of shares of MSC Income’s common stock to be repurchased during any calendar quarter was equal to the lesser of (i) the number of shares of common stock MSC Income could repurchase with proceeds it received from the issuance of common stock under MSC Income’s dividend reinvestment plan as then in effect or (ii) 2.5% of the weighted-average number of shares of common stock outstanding in the prior four calendar quarters. Repurchase offers were limited to the number of shares of common stock that MSC Income could repurchase with 90% of the cash retained as a result of issuances of common stock under the then-effective dividend reinvestment plan. On November 13, 2024, the Board of Directors, including each director who is not an “interested person,” as such term is defined in Section 2(a)(19) of the 1940 Act, of the Fund or the Adviser, unanimously approved suspending the quarterly share repurchase program in anticipation of the MSC Income Listing, and the quarterly share repurchase program ultimately terminated upon the MSC Income Listing.
Following the MSC Income Listing, the Fund entered into a share repurchase plan (the “10b5-1 Repurchase Plan”) to repurchase up to $65.0 million in the aggregate of shares of the Fund’s common stock in the open market for a twelve-month period beginning in March 2025, at times when the market price per share of the Fund’s common stock is trading below the most recently reported NAV per share of the Fund’s common stock by certain pre-determined levels (including any updates, corrections or adjustments publicly announced by the Fund to any previously announced NAV per share). The repurchases of shares of the Fund’s common stock pursuant to the 10b5-1 Repurchase Plan are intended to satisfy the conditions of Rule 10b5-1 and Rule 10b-18 under the Exchange Act and will otherwise be subject to applicable law, including Regulation M, which may prohibit purchases under certain circumstances.
Main Street also entered into a share purchase plan (the “Main Street Share Purchase Plan”) to purchase up to $20.0 million in the aggregate of shares of the Fund’s common stock in the open market with terms and conditions substantially similar to the Fund’s 10b5-1 Repurchase Plan for shares of the Fund’s common stock, and daily purchases under the two plans, if any, are expected to be split pro rata (or as close thereto as reasonably possible) between the Fund and Main Street based on the respective plan sizes. On January 20, 2025, in connection with Main Street’s potential acquisition in excess of 3% of the Fund’s outstanding common stock as a result of any purchases of shares of the Fund’s common stock pursuant to the Main Street Share Purchase Plan or otherwise, the Fund entered into a Fund of Funds Investment Agreement with Main Street (the “Main Street Fund of Funds Agreement”). The Main Street Fund of Funds Agreement provides for the acquisition of shares of the Fund’s common stock by Main Street, and the Fund’s sale of such shares to Main Street, in a manner consistent with the requirements of Rule 12d1-4 under the 1940 Act. See Note J.5 —Related Party Transactions — Other Related Party Transactions.
In addition to its quarterly share repurchase program, beginning in the second quarter of 2023, MSC Income began periodically offering to complete modified Dutch auction tender offers (“Dutch Auction Tenders”), pursuant to which MSC Income offered to purchase up to a specified amount of shares of its common stock at the lowest clearing purchase price elected by participating stockholders within a specified range that allowed MSC Income to purchase the maximum amount offered. In such Dutch Auction Tenders all shares purchased were purchased at the clearing purchase price. SEC rules permitted MSC Income to increase the number of shares accepted for purchase in any Dutch Auction Tender by up to 2% of MSC Income’s outstanding shares without amending the offer. On August 13, 2024, the Board of Directors, including each director who is not an “interested person,” as such term is defined in Section 2(a)(19) of the 1940 Act, of the Fund or the Adviser, unanimously approved suspending the Dutch Auction Tenders in anticipation of the MSC Income Listing.
For the years ended December 31, 2024 and 2023, MSC Income funded $16.2 million and $16.6 million, respectively, for shares of its common stock tendered for repurchase under the quarterly share repurchase program. For the years ended December 31, 2024 and 2023, MSC Income funded $4.5 million and $7.8 million, respectively, for shares of its common stock tendered for repurchase through its Dutch Auction Tenders.
Since the reinstatement of its quarterly share repurchase program in March 2021, after briefly suspending it during the COVID-19 pandemic, through the termination of the program on November 13, 2024 as discussed above, MSC Income funded the repurchase of $58.9 million in shares of common stock under the share repurchase program. MSC Income also purchased $12.3 million in shares of common stock through its various Dutch Auction Tenders completed from June 2023 through August 13, 2024.
A summary of the repurchases of MSC Income’s common stock pursuant to its quarterly share repurchase program, modified Dutch Auction Tenders and the 10b5-1 Repurchase Plan for the years ended December 31, 2025, 2024 and 2023 is as follows:
Period Total number of shares purchased (1) Average price paid per share (1)(2) Total Cost (2) Total number of shares purchased as part of publicly announced plans or programs Approximate dollar value of shares that may yet be purchased under the plans or programs (3)
(in thousands, except shares and per share amounts)
January 1 through January 31, 2023 259,744 $ 15.34  $ 3,984  259,744 N/A
April 1 through April 30, 2023 279,332 15.34  4,285  279,332 N/A
June 1 through June 30, 2023 (4) 203,452 11.00  2,238  203,452 N/A
August 1 through August 31, 2023 272,830 15.48  4,223  272,830 N/A
September 1 through September 30, 2023 (5) 216,460 13.00  2,814  216,460 N/A
November 1 through November 30, 2023 265,543 15.46  4,105  265,543 N/A
December 1 through December 31, 2023 (6) 213,922 13.00  2,781  213,922 N/A
January 1 through January 31, 2024 259,086 15.62  4,047  259,086 N/A
March 1 through March 31, 2024 (7) 178,572 14.00  2,500  178,572 N/A
May 1 through May 31, 2024 268,523 15.56  4,178  268,523 N/A
June 1 through June 30, 2024 (8) 166,667 12.00  2,000  166,667 N/A
August 1 through August 31, 2024 257,499 15.66  4,032  257,499 N/A
November 1 through November 30, 2024 256,421 15.48  3,969  256,421 N/A
April 1 through April 30, 2025 9,921 14.59 145  9,921 $ 64,855 
May 1 through May 31, 2025 84 14.97 1  84 64,854 
August 1 through August 31, 2025 45,542 14.25 649  45,542 64,206 
September 1 through September 30, 2025 135,227 13.98 1,890  135,227 62,318 
October 1 through October 31, 2025 175,840 13.15  2,312  175,840 60,009
November 1 through November 30, 2025 291,150 12.76  3,715  291,150 56,300
December 1 through December 31, 2025 212,429 13.79  2,929  212,429 53,376
Total 3,968,244 $ 56,797  3,968,244
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(1)MSC Income completed a two-for-one reverse stock split, effective as of December 16, 2024; as such, shares purchased and price per share have been adjusted to reflect the reverse stock split on a retrospective basis.
(2)Includes broker commissions, as applicable.
(3)Applicable only to the 10b5-1 Repurchase Plan.
(4)Includes 203,452 shares repurchased under the Dutch Auction Tender pursuant to the tender offer statement and Offer to Purchase filed with the SEC on May 15, 2023 at a price of $11.00 per share for an aggregate cost of $2.2 million.
(5)Includes 216,460 shares repurchased under the Dutch Auction Tender pursuant to the tender offer statement and Offer to Purchase filed with the SEC on June 14, 2023 at a price of $13.00 per share for an aggregate cost of $2.8 million.
(6)Includes 213,922 shares repurchased under the Dutch Auction Tender pursuant to the tender offer statement and Offer to Purchase filed with the SEC on November 15, 2023 at a price of $13.00 per share for an aggregate cost of $2.8 million.
(7)Includes 178,572 shares repurchased under the Dutch Auction Tender pursuant to the tender offer statement and Offer to Purchase filed with the SEC on February 5, 2024 at a price of $14.00 per share for an aggregate cost of $2.5 million.
(8)Includes 166,667 shares repurchased under the Dutch Auction Tender pursuant to the tender offer statement and Offer to Purchase filed with the SEC on May 17, 2024 at a price of $12.00 per share for an aggregate cost $2.0 million.