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

RELATED PARTY TRANSACTIONS (Tables)

v3.25.4
RELATED PARTY TRANSACTIONS (Tables)
 12 Months Ended
Dec. 31, 2025
Related Party Transactions [Abstract]  
Schedule of Management And Incentive Fee
A summary of MSC Income’s incurred base management fee, subordinated incentive fee on income and incentive fee on capital gains for years ended December 31, 2025, 2024 and 2023 is as follows:
Year Ended December 31,
2025 2024 2023
(in thousands)
Base management fee $ 19,757  $ 20,922  $ 19,828 
Incentive fee on income (1)
 12,145  12,494  12,569 
Incentive fee on capital gains
 2,763  —  — 
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(1)During the year ended December 31, 2025, the Adviser irrevocably waived $0.2 million of the subordinated incentive fee on income, and such amount is not subject to future payment. The subordinated incentive fee on income incurred before the waiver by the Adviser was $12.3 million for the year ended December 31, 2025.
A summary of MSC Income’s incurred Internal Administrative Expenses (before and after waivers) for the years ended December 31, 2025, 2024 and 2023 is as follows:
Year Ended December 31,
2025 2024 2023
(in thousands)
Internal Administrative Expenses before waivers $ 701  $ 10,089  $ 8,916 
Internal Administrative Expenses waived (1) —  (9,450) (8,308)
____________________
(1)Waived Internal Administrative Services expenses are permanently waived and are not subject to future reimbursement.
Schedule of Annual Basis Point Rate MSC Income is not required to reimburse the Adviser for Internal Administrative Expenses in an amount that exceeds on a quarterly basis the product obtained by multiplying (x) the value of MSC Income’s total assets at the end of each calendar quarter by (y) the applicable “Annual Basis Point Rate” set forth in the below table:
Total Assets Annual Basis Point Rate
$0 - $500 million 6.000 
Over $500 million - $1.25 billion 5.125 
Greater than $1.25 billion 4.500 
Schedule of Sale of Common Stock to Main Street A summary of Main Street’s purchases of shares of MSC Income’s common stock during 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
(in thousands, except shares and per share amounts)
May 1 through May 31, 2023 (3) 127,877 $ 15.64  $ 2,000  — N/A
August 1 through August 31, 2023 (3) 174,271 15.78  2,750  — N/A
September 1 through September 30, 2023 (4) 57,692 13.00  750  — N/A
October 1 through October 31, 2023 (3) 237,944 15.76  3,750  — N/A
January 1 through January 31, 2024 (3) 157,035 15.92  2,500  — N/A
May 1 through May 31, 2024 (3) 157,629 15.86  2,500  — N/A
August 1 through August 31, 2024 (3) 125,314 15.96  2,000  — N/A
January 1 through January 31, 2025 (5) 289,761 15.53  4,500  — N/A
April 1 through April 30, 2025 (6) 3,054 14.59  45  3,054 $ 19,955 
May 1 through May 31, 2025 (6) 26 14.97  —  26 19,955 
August 1 through August 31, 2025 (6) 14,010 14.25  200  14,010 19,756
September 1 through September 30, 2025 (6) 41,611 13.98  582  41,611 19,175
October 1 through October 31, 2025 (6) 54,108 13.15  712  54,108 18,464 
November 1 through November 30, 2025 (6) 89,588 12.76  1,143  89,588 17,323 
December 1 through December 31, 2025 (6) 65,366 13.79  901  65,366 16,423 
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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)Each of these sales were at the same price at which the Fund issued new shares in connection with reinvestments of MSC Income’s quarterly dividend pursuant to the Prior DRIP. Each issuance and sale was made pursuant to the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).

(4)In September 2023, pursuant to a simultaneous combined Dutch Auction Tender by MSC Income and Main Street (the “August Dutch auction tender offer”), Main Street purchased 57,692 shares of MSC Income common stock from MSC Income stockholders at the clearing price, or $13.00 per share, for an aggregate cost of $0.8 million. The August Dutch auction tender offer, including Main Street’s participation, was unanimously approved by 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.
(5)Main Street purchased 289,761 shares of MSC Income common stock in the MSC Income Offering at the public offering price of $15.53.
(6)Main Street purchased shares of MSC Income common stock pursuant to the Main Street Share Purchase Plan.