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Jewelry, Inc., Secured Debt 12023-09-300001535778Robbins Bros. Jewelry, Inc., Secured Debt 22023-09-300001535778Robbins Bros. 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22023-09-300001535778Dynamic Communities, LLC, Common Equity2023-09-300001535778msif:DynamicCommunitiesLLCMember2023-09-300001535778Elgin AcquireCo, LLC, Secured Debt 12023-09-300001535778Elgin AcquireCo, LLC, Secured Debt 22023-09-300001535778Elgin AcquireCo, LLC, Secured Debt 32023-09-300001535778Elgin AcquireCo, LLC, Common Stock 12023-09-300001535778Elgin AcquireCo, LLC, Common Stock 22023-09-300001535778msif:ElginAcquireCoLLCMember2023-09-300001535778Emerald Technologies Acquisition Co, Inc., Secured Debt2023-09-300001535778Engineering Research & Consulting, LLC, Secured Debt 12023-09-300001535778Engineering Research & Consulting, LLC, Secured Debt 22023-09-300001535778msif:EngineeringResearchConsultingLLCMember2023-09-300001535778Escalent, Inc., Secured Debt 12023-09-300001535778Escalent, Inc., Secured Debt 22023-09-300001535778Escalent, Inc., Common Equity2023-09-300001535778msif:EscalentIncMember2023-09-300001535778Event Holdco, LLC, Secured Debt 12023-09-300001535778Event Holdco, LLC, Secured Debt 22023-09-300001535778msif:EventHoldcoLLCMember2023-09-300001535778Flip Electronics LLC, Secured Debt 12023-09-300001535778Flip Electronics LLC, Secured Debt 22023-09-300001535778Flip Electronics LLC, Secured Debt 32023-09-300001535778msif:FlipElectronicsLLCMember2023-09-300001535778Hawk Ridge Systems, LLC, Secured Debt 12023-09-300001535778Hawk Ridge Systems, LLC, Secured Debt 22023-09-300001535778Hawk Ridge Systems, LLC, Preferred Member Units 12023-09-300001535778Hawk Ridge Systems, LLC, Preferred Member Units 22023-09-300001535778msif:HawkRidgeSystemsLLCMember2023-09-300001535778HDC/HW Intermediate Holdings, Secured Debt 12023-09-300001535778HDC/HW Intermediate Holdings, Secured Debt 22023-09-300001535778msif:HDCHWIntermediateHoldingsMember2023-09-300001535778HEADLANDS OP-CO LLC, Secured Debt 12023-09-300001535778HEADLANDS OP-CO LLC, Secured Debt 22023-09-300001535778HEADLANDS OP-CO LLC, Secured Debt 32023-09-300001535778msif:HEADLANDSOPCOLLCMember2023-09-300001535778Hybrid Promotions, LLC, Secured Debt2023-09-300001535778IG Parent Corporation, Secured Debt 12023-09-300001535778IG Parent Corporation, Secured Debt 22023-09-300001535778IG Parent Corporation, Secured Debt 32023-09-300001535778msif:IGParentCorporationMember2023-09-300001535778Imaging Business Machines, L.L.C., Secured Debt 12023-09-300001535778Imaging Business Machines, L.L.C., Secured Debt 22023-09-300001535778Imaging Business Machines, L.L.C., Common Equity2023-09-300001535778msif:ImagingBusinessMachinesLLCMember2023-09-300001535778Implus Footcare, LLC, Secured Debt2023-09-300001535778Industrial Services Acquisition, LLC, Secured Debt 12023-09-300001535778Industrial Services Acquisition, LLC, Secured Debt 22023-09-300001535778Industrial Services Acquisition, LLC, Preferred Member Units 12023-09-300001535778Industrial Services Acquisition, LLC, Preferred Member Units 22023-09-300001535778Industrial Services Acquisition, LLC, Member Units2023-09-300001535778msif:IndustrialServicesAcquisitionLLCMember2023-09-300001535778Infinity X1 Holdings, LLC, Secured Debt2023-09-300001535778Infinity X1 Holdings, LLC, Preferred Equity2023-09-300001535778msif:InfinityX1HoldingsLLCMember2023-09-300001535778Infolinks Media Buyco, LLC, Secured Debt 12023-09-300001535778Infolinks Media Buyco, LLC, Secured Debt 22023-09-300001535778msif:InfolinksMediaBuycoLLCMember2023-09-300001535778Insight Borrower Corporation, Secured Debt 12023-09-300001535778Insight Borrower Corporation, Secured Debt 22023-09-300001535778Insight Borrower Corporation, Secured Debt 32023-09-300001535778Insight Borrower Corporation, Common Equity2023-09-300001535778msif:InsightBorrowerCorporationMember2023-09-300001535778Inspire Aesthetics Management, LLC, Secured Debt 12023-09-300001535778Inspire Aesthetics Management, LLC, Secured Debt 22023-09-300001535778Inspire Aesthetics Management, LLC, Secured Debt 32023-09-300001535778Inspire Aesthetics Management, LLC, Common Equity2023-09-300001535778msif:InspireAestheticsManagementLLCMember2023-09-300001535778Interface Security Systems, L.L.C, Secured Debt 12023-09-300001535778Interface Security Systems, L.L.C, Secured Debt 22023-09-300001535778Interface Security Systems, L.L.C, Common Stock2023-09-300001535778msif:InterfaceSecuritySystemsLLCMember2023-09-300001535778Intermedia Holdings, Inc., Secured Debt2023-09-300001535778Invincible Boat Company, LLC., Secured Debt 12023-09-300001535778Invincible Boat Company, LLC., Secured Debt 22023-09-300001535778msif:InvincibleBoatCompanyLLCMember2023-09-300001535778INW Manufacturing, LLC, Secured Debt2023-09-300001535778Iron-Main Investments, LLC, Secured Debt 12023-09-300001535778Iron-Main Investments, LLC, Secured Debt 22023-09-300001535778Iron-Main Investments, LLC, Secured Debt 32023-09-300001535778Iron-Main Investments, LLC, Secured Debt 42023-09-300001535778Iron-Main Investments, LLC, Secured Debt 52023-09-300001535778Iron-Main Investments, LLC, Common Stock2023-09-300001535778msif:IronMainInvestmentsLLCMember2023-09-300001535778Isagenix International, LLC, Secured Debt2023-09-300001535778Isagenix International, LLC, Common Equity2023-09-300001535778msif:IsagenixInternationalLLCMember2023-09-300001535778ITA Holdings Group, LLC, Secured Debt 12023-09-300001535778ITA Holdings Group, LLC, Secured Debt 22023-09-300001535778ITA Holdings Group, LLC, Secured Debt 32023-09-300001535778ITA Holdings Group, LLC, Secured Debt 42023-09-300001535778ITA Holdings Group, LLC, Warrants2023-09-300001535778msif:ITAHoldingsGroupLLCMember2023-09-300001535778Jackmont Hospitality, Inc., Secured Debt 12023-09-300001535778Jackmont Hospitality, Inc., Secured Debt 22023-09-300001535778Jackmont Hospitality, Inc., Preferred Equity2023-09-300001535778msif:JackmontHospitalityIncMember2023-09-300001535778Joerns Healthcare, LLC, Secured Debt 12023-09-300001535778Joerns Healthcare, LLC, Secured Debt 22023-09-300001535778Joerns Healthcare, LLC, Secured Debt 32023-09-300001535778Joerns Healthcare, LLC, Common Stock2023-09-300001535778msif:JoernsHealthcareLLCMember2023-09-300001535778Johnson Downie Opco, LLC, Secured Debt 12023-09-300001535778Johnson Downie Opco, LLC, Secured Debt 22023-09-300001535778Johnson Downie Opco, LLC, Preferred Equity2023-09-300001535778msif:JohnsonDownieOpcoLLCMember2023-09-300001535778JorVet Holdings, LLC, Secured Debt2023-09-300001535778JorVet Holdings, LLC, Preferred Equity2023-09-300001535778msif:JorVetHoldingsLLCMember2023-09-300001535778JTI Electrical & Mechanical, LLC, Secured Debt 12023-09-300001535778JTI Electrical & Mechanical, LLC, Secured Debt 22023-09-300001535778JTI Electrical & Mechanical, LLC, Common Equity2023-09-300001535778msif:JTIElectricalMechanicalLLCMember2023-09-300001535778KMS, LLC, Secured Debt 12023-09-300001535778KMS, LLC, Secured Debt 22023-09-300001535778msif:KMSLLCMember2023-09-300001535778Lightbox Holdings, L.P., Secured Debt2023-09-300001535778LL Management, Inc., Secured Debt 12023-09-300001535778LL Management, Inc., Secured Debt 22023-09-300001535778LL Management, Inc., Secured Debt 32023-09-300001535778LL Management, Inc., Secured Debt 42023-09-300001535778LL Management, Inc., Secured Debt 52023-09-300001535778msif:LLManagementIncMember2023-09-300001535778LLFlex, LLC, Secured Debt2023-09-300001535778Logix Acquisition Company, LLC, Secured Debt2023-09-300001535778Mako Steel, LP, Secured Debt 12023-09-300001535778Mako Steel, LP, Secured Debt 22023-09-300001535778msif:MakoSteelLPMember2023-09-300001535778MB2 Dental Solutions, LLC, Secured Debt 12023-09-300001535778MB2 Dental Solutions, LLC, Secured Debt 22023-09-300001535778MB2 Dental Solutions, LLC, Secured Debt 32023-09-300001535778MB2 Dental Solutions, LLC, Secured Debt 42023-09-300001535778msif:MB2DentalSolutionsLLCMember2023-09-300001535778Metalforming Holdings, LLC, Secured Debt 12023-09-300001535778Metalforming Holdings, LLC, Secured Debt 22023-09-300001535778Metalforming Holdings, LLC, Preferred Equity2023-09-300001535778Metalforming Holdings, LLC, Common Stock2023-09-300001535778msif:MetalFormingAcquireCoLLCMember2023-09-300001535778Microbe Formulas, LLC, Secured Debt 12023-09-300001535778Microbe Formulas, LLC, Secured Debt 22023-09-300001535778msif:MicrobeFormulasLLCMember2023-09-300001535778Mills Fleet Farm Group, LLC, Secured Debt2023-09-300001535778MonitorUS Holding, LLC, Secured Debt 12023-09-300001535778MonitorUS Holding, LLC, Secured Debt 22023-09-300001535778MonitorUS Holding, LLC, Secured Debt 32023-09-300001535778MonitorUS Holding, LLC, Common Stock2023-09-300001535778msif:MonitorUSHoldingLLCMember2023-09-300001535778NinjaTrader, LLC, Secured Debt 12023-09-300001535778NinjaTrader, LLC, Secured Debt 22023-09-300001535778NinjaTrader, LLC, Secured Debt 32023-09-300001535778msif:NinjaTraderLLCMember2023-09-300001535778NTM Acquisition Corp., Secured Debt2023-09-300001535778NWN Corporation, Secured Debt 12023-09-300001535778NWN Corporation, Secured Debt 22023-09-300001535778NWN Corporation, Secured Debt 32023-09-300001535778msif:NWNCorporationMember2023-09-300001535778Obra Capital, Inc, Secured Debt2023-09-300001535778Paragon Healthcare, Inc., Secured Debt 12023-09-300001535778Paragon Healthcare, Inc., Secured Debt 22023-09-300001535778Paragon Healthcare, Inc., Secured Debt 32023-09-300001535778msif:ParagonHealthcareIncMember2023-09-300001535778Power System Solutions, Secured Debt 12023-09-300001535778Power System Solutions, Secured Debt 22023-09-300001535778Power System Solutions, Secured Debt 32023-09-300001535778Power System Solutions, Common Equity2023-09-300001535778msif:PowerSystemSolutionsMember2023-09-300001535778PrimeFlight Aviation Services, Secured Debt2023-09-300001535778PTL US Bidco, Inc, Secured Debt 12023-09-300001535778PTL US Bidco, Inc, Secured Debt 22023-09-300001535778msif:PTLUSBidcoIncMember2023-09-300001535778RA Outdoors LLC, Secured Debt 12023-09-300001535778RA Outdoors LLC, Secured Debt 22023-09-300001535778msif:RAOutdoorsLLCMember2023-09-300001535778Research Now Group, Inc. and Survey Sampling International, LLC, Secured Debt2023-09-300001535778Richardson Sales Solutions, Secured Debt 12023-09-300001535778Richardson Sales Solutions, Secured Debt 22023-09-300001535778msif:RichardsonSalesSolutionsMember2023-09-300001535778RM Bidder, LLC, Member Units2023-09-300001535778RM Bidder, LLC, Warrants2023-09-300001535778msif:RMBidderLLCMember2023-09-300001535778Roof Opco, LLC, Secured Debt 12023-09-300001535778Roof Opco, LLC, Secured Debt 22023-09-300001535778Roof Opco, LLC, Secured Debt 32023-09-300001535778msif:RoofOpcoLLCMember2023-09-300001535778Rug Doctor, LLC., Secured Debt 12023-09-300001535778Rug Doctor, LLC., Secured Debt 22023-09-300001535778msif:RugDoctorLLCMember2023-09-300001535778SIB Holdings, LLC, Secured Debt 12023-09-300001535778SIB Holdings, LLC, Secured Debt 22023-09-300001535778SIB Holdings, LLC, Secured Debt 32023-09-300001535778SIB Holdings, LLC, Secured Debt 42023-09-300001535778SIB Holdings, LLC, Secured Debt 52023-09-300001535778SIB Holdings, LLC, Common Equity2023-09-300001535778msif:SIBHoldingsLLCMember2023-09-300001535778Slick Innovations, LLC, Secured Debt2023-09-300001535778Slick Innovations, LLC, Common Stock2023-09-300001535778msif:SlickInnovationsLLCMember2023-09-300001535778South Coast Terminals Holdings, LLC, Secured Debt 12023-09-300001535778South Coast Terminals Holdings, LLC, Secured Debt 22023-09-300001535778South Coast Terminals Holdings, LLC, Common Equity2023-09-300001535778msif:SouthCoastTerminalsHoldingsLLCMember2023-09-300001535778SPAU Holdings, LLC, Secured Debt 12023-09-300001535778SPAU Holdings, LLC, Secured Debt 22023-09-300001535778SPAU Holdings, LLC, Common Stock2023-09-300001535778msif:SPAUHoldingsLLCMember2023-09-300001535778Tex Tech Tennis, LLC, Preferred Equity2023-09-300001535778The Affiliati Network, LLC, Secured Debt 12023-09-300001535778The Affiliati Network, LLC, Secured Debt 22023-09-300001535778The Affiliati Network, LLC, Preferred Stock 12023-09-300001535778The Affiliati Network, LLC, Preferred Stock 22023-09-300001535778msif:TheAffiliatiNetworkLLCMember2023-09-300001535778U.S. TelePacific Corp., Secured Debt 12023-09-300001535778U.S. TelePacific Corp., Secured Debt 22023-09-300001535778msif:USTelePacificCorpMember2023-09-300001535778USA DeBusk LLC, Secured Debt 12023-09-300001535778USA DeBusk LLC, Secured Debt 22023-09-300001535778msif:USADeBuskLLCMember2023-09-300001535778UserZoom Technologies, Inc., Secured Debt2023-09-300001535778Vistar Media, Inc., Preferred Stock2023-09-300001535778VORTEQ Coil Finishers, LLC, Common Equity2023-09-300001535778Wall Street Prep, Inc., Secured Debt 12023-09-300001535778Wall Street Prep, Inc., Secured Debt 22023-09-300001535778Wall Street Prep, Inc., Common Stock2023-09-300001535778msif:WallStreetPrepIncMember2023-09-300001535778Watterson Brands, LLC, Secured Debt 12023-09-300001535778Watterson Brands, LLC, Secured Debt 22023-09-300001535778Watterson Brands, LLC, Secured Debt 32023-09-300001535778Watterson Brands, LLC, Secured Debt 42023-09-300001535778msif:WattersonBrandsLLCMember2023-09-300001535778West Star Aviation Acquisition, LLC, Secured Debt 12023-09-300001535778West Star Aviation Acquisition, LLC, Secured Debt 22023-09-300001535778West Star Aviation Acquisition, LLC, Common Stock2023-09-300001535778msif:WestStarAviationAcquisitionLLCMember2023-09-300001535778Winter Services LLC, Secured Debt 12023-09-300001535778Winter Services LLC, Secured Debt 22023-09-300001535778Winter Services LLC, Secured Debt 32023-09-300001535778msif:WinterServicesLLCMember2023-09-300001535778World Micro Holdings, LLC, Secured Debt2023-09-300001535778World Micro Holdings, LLC, Preferred Equity2023-09-300001535778msif:WorldMicroHoldingsLLCMember2023-09-300001535778Xenon Arc, Inc., Secured Debt 12023-09-300001535778Xenon Arc, Inc., Secured Debt 22023-09-300001535778Xenon Arc, Inc., Secured Debt 32023-09-300001535778msif:XenonArcIncMember2023-09-300001535778YS Garments, LLC, Secured Debt2023-09-300001535778Zips Car Wash, LLC, Secured Debt 12023-09-300001535778Zips Car Wash, LLC, Secured Debt 22023-09-300001535778msif:ZipsCarWashLLCMember2023-09-300001535778Fidelity Government Portfolio Class III Fund2023-09-300001535778First American Treasury Obligations Fund Class 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Bidder, LLC, Warrants2023-01-012023-09-300001535778msif:SecuredOvernightFinancingRateSOFRMembermsif:InterfaceSecuritySystemsLLCMember2023-09-300001535778msif:SecuredOvernightFinancingRateSOFRMembermsif:ChannelPartnersIntermediatecoLLCMember2023-09-300001535778msif:ComputerDataSourceLLCMembermsif:LondonInterbankOfferedRateLIBOR1Member2023-09-300001535778msif:DaltonUSIncMembermsif:SecuredOvernightFinancingRateSOFRMember2023-09-300001535778msif:SecuredOvernightFinancingRateSOFRMembermsif:IndustrialServicesAcquisitionLLCMember2023-09-300001535778msif:SecuredOvernightFinancingRateSOFRMembermsif:ZipsCarWashLLCMember2023-09-300001535778msif:SecuredOvernightFinancingRateSOFRMembermsif:RichardsonSalesSolutionsMember2023-09-300001535778msif:SecuredOvernightFinancingRateSOFRMembermsif:WattersonBrandsLLCMember2023-09-300001535778Acumera, Inc., Warrants2023-01-012023-09-300001535778Copper Trail Fund Investments, LP Interests (CTMH, LP)2022-12-310001535778GRT Rubber Technologies LLC, Secured Debt 12022-12-310001535778GRT Rubber Technologies LLC, Secured Debt 22022-12-310001535778GRT Rubber Technologies LLC, Member Units2022-12-310001535778msif:GRTRubberTechnologiesLLCMember2022-12-310001535778Harris Preston Fund Investments, LP Interests (2717 MH, L.P.)2022-12-310001535778AFG Capital Group, LLC, Preferred Member Units2022-12-310001535778Analytical Systems Keco Holdings, LLC, Secured Debt 12022-12-310001535778Analytical Systems Keco Holdings, LLC, Secured Debt 22022-12-310001535778Analytical Systems Keco Holdings, LLC, Preferred Member Units 12022-12-310001535778Analytical Systems Keco Holdings, LLC, Preferred Member Units 22022-12-310001535778Analytical Systems Keco Holdings, LLC, Warrants2022-12-310001535778msif:AnalyticalSystemsKecoHoldingsLLCMember2022-12-310001535778ATX Networks Corp., Secured Debt2022-12-310001535778ATX Networks Corp., Unsecured Debt2022-12-310001535778ATX Networks Corp., Common Stock2022-12-310001535778msif:ATXNetworksCorpMember2022-12-310001535778Barfly Ventures, LLC, Member Units2022-12-310001535778Batjer TopCo, LLC, Secured Debt 12022-12-310001535778Batjer TopCo, LLC, Secured Debt 22022-12-310001535778Batjer TopCo, LLC, Preferred Stock2022-12-310001535778msif:BatjerTopCoLLCMember2022-12-310001535778Brewer Crane Holdings, LLC, Secured Debt2022-12-310001535778Brewer Crane Holdings, LLC, Preferred Member Units2022-12-310001535778msif:BrewerCraneHoldingsLLCMember2022-12-310001535778Centre Technologies Holdings, LLC, Secured Debt 12022-12-310001535778Centre Technologies Holdings, LLC, Secured Debt 22022-12-310001535778Centre Technologies Holdings, LLC, Preferred Member Units2022-12-310001535778msif:CentreTechnologiesHoldingsLLCMember2022-12-310001535778Chamberlin Holding LLC, Secured Debt 12022-12-310001535778Chamberlin Holding LLC, Secured Debt 22022-12-310001535778Chamberlin Holding LLC, Member Units 12022-12-310001535778Chamberlin Holding LLC, Member Units 22022-12-310001535778msif:ChamberlinHoldingLLCMember2022-12-310001535778Charps, LLC, Preferred Member Units2022-12-310001535778Clad-Rex Steel, LLC, Secured Debt 12022-12-310001535778Clad-Rex Steel, LLC, Secured Debt 22022-12-310001535778Clad-Rex Steel, LLC, Member Units 12022-12-310001535778Clad-Rex Steel, LLC, Member Units 22022-12-310001535778msif:CladRexSteelLLCMember2022-12-310001535778Cody Pools, Inc., Secured Debt 12022-12-310001535778Cody Pools, Inc., Secured Debt 22022-12-310001535778Cody Pools, Inc., Preferred Member Units2022-12-310001535778msif:CodyPoolsIncMember2022-12-310001535778Colonial Electric Company LLC, Secured Debt 12022-12-310001535778Colonial Electric Company LLC, Secured Debt 22022-12-310001535778Colonial Electric Company LLC, Preferred Member Units2022-12-310001535778msif:ColonialElectricCompanyLLCMember2022-12-310001535778Datacom, LLC, Secured Debt 12022-12-310001535778Datacom, LLC, Secured Debt 22022-12-310001535778Datacom, LLC, Preferred Member Units2022-12-310001535778msif:DatacomLLCMember2022-12-310001535778Digital Products Holdings LLC, Secured Debt2022-12-310001535778Digital Products Holdings LLC, Preferred Member Units2022-12-310001535778msif:DigitalProductsHoldingsLLCMember2022-12-310001535778Direct Marketing Solutions, Inc., Secured Debt 12022-12-310001535778Direct Marketing Solutions, Inc., Secured Debt 22022-12-310001535778Direct Marketing Solutions, Inc., Preferred Stock2022-12-310001535778msif:DirectMarketingSolutionsIncMember2022-12-310001535778Flame King Holdings, LLC, Secured Debt 12022-12-310001535778Flame King Holdings, LLC, Secured Debt 22022-12-310001535778Flame King Holdings, LLC, Preferred Equity2022-12-310001535778msif:FlameKingHoldingsLLCMember2022-12-310001535778Freeport Financial Funds, LP Interests (Freeport First Lien Loan Fund III LP)2022-12-310001535778Gamber-Johnson Holdings, LLC, Secured Debt 12022-12-310001535778Gamber-Johnson Holdings, LLC, Secured Debt 22022-12-310001535778Gamber-Johnson Holdings, LLC, Member Units2022-12-310001535778msif:GamberJohnsonHoldingsLLCMember2022-12-310001535778GFG Group, LLC., Secured Debt2022-12-310001535778GFG Group, LLC., Preferred Member Units2022-12-310001535778msif:GFGGroupLLCMember2022-12-310001535778Gulf Publishing Holdings, LLC, Secured Debt 12022-12-310001535778Gulf Publishing Holdings, LLC, Secured Debt 22022-12-310001535778Gulf Publishing Holdings, LLC, Preferred Equity2022-12-310001535778Gulf Publishing Holdings, LLC, Member Units2022-12-310001535778msif:GulfPublishingHoldingsLLCMember2022-12-310001535778Harris Preston Fund Investments, LP Interests (HPEP 3, L.P.)2022-12-310001535778Kickhaefer Manufacturing Company, LLC, Secured Debt 12022-12-310001535778Kickhaefer Manufacturing Company, LLC, Secured Debt 22022-12-310001535778Kickhaefer Manufacturing Company, LLC, Preferred Equity2022-12-310001535778Kickhaefer Manufacturing Company, LLC, Member Units2022-12-310001535778msif:KickhaeferManufacturingCompanyLLCMember2022-12-310001535778Market Force Information, LLC, Secured Debt2022-12-310001535778Market Force Information, LLC, Member Units2022-12-310001535778msif:MarketForceInformationLLCMember2022-12-310001535778MH Corbin Holding LLC, Secured Debt2022-12-310001535778MH Corbin Holding LLC, Preferred Member Units 12022-12-310001535778MH Corbin Holding LLC, Preferred Member Units 22022-12-310001535778msif:MHCorbinHoldingLLCMember2022-12-310001535778Mystic Logistics Holdings, LLC, Secured Debt 12022-12-310001535778Mystic Logistics Holdings, LLC, Secured Debt 22022-12-310001535778Mystic Logistics Holdings, LLC, Common Stock2022-12-310001535778msif:MysticLogisticsHoldingsLLCMember2022-12-310001535778NexRev LLC, Secured Debt 12022-12-310001535778NexRev LLC, Secured Debt 22022-12-310001535778NexRev LLC, Preferred Member Units2022-12-310001535778msif:NexRevLLCMember2022-12-310001535778NuStep, LLC, Secured Debt 12022-12-310001535778NuStep, LLC, Secured Debt 22022-12-310001535778NuStep, LLC, Preferred Member Units 12022-12-310001535778NuStep, LLC, Preferred Member Units 22022-12-310001535778msif:NuStepLLCMember2022-12-310001535778Oneliance, LLC, Secured Debt2022-12-310001535778Oneliance, LLC, Preferred Stock2022-12-310001535778msif:OnelianceLLCMember2022-12-310001535778Orttech Holdings, LLC, Secured Debt 12022-12-310001535778Orttech Holdings, LLC, Secured Debt 22022-12-310001535778Orttech Holdings, LLC, Preferred Stock2022-12-310001535778msif:OrttechHoldingsLLCMember2022-12-310001535778Robbins Bros. Jewelry, Inc., Secured Debt 12022-12-310001535778Robbins Bros. Jewelry, Inc., Secured Debt 22022-12-310001535778Robbins Bros. Jewelry, Inc., Preferred Equity2022-12-310001535778msif:RobbinsBrosJewelryIncMember2022-12-310001535778SI East, LLC, Secured Debt 12022-12-310001535778SI East, LLC, Secured Debt 22022-12-310001535778SI East, LLC, Preferred Member Units2022-12-310001535778msif:SIEastLLCMember2022-12-310001535778Sonic Systems International, LLC, Secured Debt2022-12-310001535778Sonic Systems International, LLC, Common Stock2022-12-310001535778msif:SonicSystemsInternationalLLCMember2022-12-310001535778Student Resource Center, LLC, Secured Debt2022-12-310001535778Student Resource Center, LLC, Preferred Equity2022-12-310001535778msif:StudentResourceCenterLLCMember2022-12-310001535778Tedder Industries, LLC, Secured Debt 12022-12-310001535778Tedder Industries, LLC, Secured Debt 22022-12-310001535778Tedder Industries, LLC, Preferred Member Units2022-12-310001535778msif:TedderIndustriesLLCMember2022-12-310001535778Trantech Radiator Topco, LLC, Secured Debt 12022-12-310001535778Trantech Radiator Topco, LLC, 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12022-12-310001535778Adams Publishing Group, LLC, Secured Debt 22022-12-310001535778msif:AdamsPublishingGroupLLCMember2022-12-310001535778ADS Tactical, Inc., Secured Debt2022-12-310001535778AMEREQUIP LLC., Secured Debt 12022-12-310001535778AMEREQUIP LLC., Secured Debt 22022-12-310001535778AMEREQUIP LLC., Common Stock2022-12-310001535778msif:AMEREQUIPLLCMember2022-12-310001535778American Health Staffing Group, Inc., Secured Debt 12022-12-310001535778American Health Staffing Group, Inc., Secured Debt 22022-12-310001535778msif:AmericanHealthStaffingGroupIncMember2022-12-310001535778American Nuts, LLC, Secured Debt 12022-12-310001535778American Nuts, LLC, Secured Debt 22022-12-310001535778msif:AmericanNutsLLCMember2022-12-310001535778American Teleconferencing Services, Ltd., Secured Debt 12022-12-310001535778American Teleconferencing Services, Ltd., Secured Debt 22022-12-310001535778msif:AmericanTeleconferencingServicesLtdMember2022-12-310001535778ArborWorks, LLC, Secured Debt 12022-12-310001535778ArborWorks, LLC, Secured Debt 22022-12-310001535778ArborWorks, LLC, Common Equity2022-12-310001535778msif:ArborWorksLLCMember2022-12-310001535778Archer Systems, LLC, Secured Debt 12022-12-310001535778Archer Systems, LLC, Secured Debt 22022-12-310001535778Archer Systems, LLC, Common Stock2022-12-310001535778msif:ArcherSystemsLLCMember2022-12-310001535778ATS Operating, LLC, Secured Debt 12022-12-310001535778ATS Operating, LLC, Secured Debt 22022-12-310001535778ATS Operating, LLC, Secured Debt 32022-12-310001535778ATS Operating, LLC, Common Stock2022-12-310001535778msif:ATSOperatingLLCMember2022-12-310001535778AVEX Aviation Holdings, LLC, Secured Debt 12022-12-310001535778AVEX Aviation Holdings, LLC, Secured Debt 22022-12-310001535778AVEX Aviation Holdings, LLC, Common Equity2022-12-310001535778msif:AVEXAviationHoldingsLLCMember2022-12-310001535778BBB Tank Services, LLC, Unsecured Debt 12022-12-310001535778BBB Tank Services, LLC, Unsecured Debt 22022-12-310001535778BBB Tank Services, LLC, Preferred Stock (non-voting)2022-12-310001535778BBB Tank Services, LLC, Member Units2022-12-310001535778msif:BBBTankServicesLLCMember2022-12-310001535778Berry Aviation, Inc., Secured Debt2022-12-310001535778Berry Aviation, Inc., Preferred Member Units 12022-12-310001535778Berry Aviation, Inc., Preferred Member Units 22022-12-310001535778msif:BerryAviationIncMember2022-12-310001535778Bettercloud, Inc., Secured Debt 12022-12-310001535778Bettercloud, Inc., Secured Debt 22022-12-310001535778msif:BettercloudIncMember2022-12-310001535778Binswanger Enterprises, LLC, Member Units2022-12-310001535778Bluestem Brands, Inc., Secured Debt 12022-12-310001535778Bluestem Brands, Inc., Secured Debt 22022-12-310001535778Bluestem Brands, Inc., Common Stock2022-12-310001535778Bluestem Brands, Inc., Warrants2022-12-310001535778msif:BluestemBrandsIncMember2022-12-310001535778Boccella Precast Products LLC, Secured Debt2022-12-310001535778Boccella Precast Products 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Units2022-12-310001535778msif:ClassicHGHoldingsLLCMember2022-12-310001535778Computer Data Source, LLC, Secured Debt 12022-12-310001535778Computer Data Source, LLC, Secured Debt 22022-12-310001535778msif:ComputerDataSourceLLCMember2022-12-310001535778Construction Supply Investments, LLC, Member Units2022-12-310001535778Dalton US Inc., Secured Debt 12022-12-310001535778Dalton US Inc., Secured Debt 22022-12-310001535778Dalton US Inc., Secured Debt 32022-12-310001535778Dalton US Inc., Common Stock2022-12-310001535778msif:DaltonUSIncMember2022-12-310001535778DMA Industries, LLC, Secured Debt2022-12-310001535778DMA Industries, LLC, Preferred Equity2022-12-310001535778msif:DMAIndustriesLLCMember2022-12-310001535778DTE Enterprises, LLC, Secured Debt 12022-12-310001535778DTE Enterprises, LLC, Secured Debt 22022-12-310001535778DTE Enterprises, LLC, Class A Preferred Member Units2022-12-310001535778DTE Enterprises, LLC, Class AA Preferred Member Units 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22022-12-310001535778msif:EngineeringResearchConsultingLLCMember2022-12-310001535778EPIC Y-Grade Services, LP, Secured Debt2022-12-310001535778Event Holdco, LLC, Secured Debt 12022-12-310001535778Event Holdco, LLC, Secured Debt 22022-12-310001535778msif:EventHoldcoLLCMember2022-12-310001535778Flip Electronics LLC, Secured Debt 12022-12-310001535778Flip Electronics LLC, Secured Debt 22022-12-310001535778msif:FlipElectronicsLLCMember2022-12-310001535778Hawk Ridge Systems, LLC, Secured Debt 12022-12-310001535778Hawk Ridge Systems, LLC, Secured Debt 22022-12-310001535778Hawk Ridge Systems, LLC, Preferred Member Units 12022-12-310001535778Hawk Ridge Systems, LLC, Preferred Member Units 22022-12-310001535778msif:HawkRidgeSystemsLLCMember2022-12-310001535778HDC/HW Intermediate Holdings, Secured Debt 12022-12-310001535778HDC/HW Intermediate Holdings, Secured Debt 22022-12-310001535778msif:HDCHWIntermediateHoldingsMember2022-12-310001535778HEADLANDS OP-CO LLC, Secured Debt 12022-12-310001535778HEADLANDS OP-CO LLC, Secured Debt 22022-12-310001535778HEADLANDS OP-CO LLC, Secured Debt 32022-12-310001535778msif:HEADLANDSOPCOLLCMember2022-12-310001535778Hybrid Promotions, LLC, Secured Debt2022-12-310001535778IG Parent Corporation, Secured Debt 12022-12-310001535778IG Parent Corporation, Secured Debt 22022-12-310001535778msif:IGParentCorporationMember2022-12-310001535778Implus Footcare, LLC, Secured Debt2022-12-310001535778Independent Pet Partners Intermediate Holdings, LLC, Secured Debt 12022-12-310001535778Independent Pet Partners Intermediate Holdings, LLC, Secured Debt 22022-12-310001535778Independent Pet Partners Intermediate Holdings, LLC, Preferred Stock (non-voting) 12022-12-310001535778Independent Pet Partners Intermediate Holdings, LLC, Preferred Stock (non-voting) 22022-12-310001535778Independent Pet Partners Intermediate Holdings, LLC, Member Units2022-12-310001535778Independent Pet Partners Intermediate Holdings, LLC, Warrants2022-12-310001535778msif:IndependentPetPartnersIntermediateHoldingsLLCMember2022-12-310001535778Industrial Services Acquisition, LLC, Secured Debt 12022-12-310001535778Industrial Services Acquisition, LLC, Secured Debt 22022-12-310001535778Industrial Services Acquisition, LLC, Preferred Member Units 12022-12-310001535778Industrial Services Acquisition, LLC, Preferred Member Units 22022-12-310001535778Industrial Services Acquisition, LLC, Member Units2022-12-310001535778msif:IndustrialServicesAcquisitionLLCMember2022-12-310001535778Infolinks Media Buyco, LLC, Secured Debt 12022-12-310001535778Infolinks Media Buyco, LLC, Secured Debt 22022-12-310001535778msif:InfolinksMediaBuycoLLCMember2022-12-310001535778Interface Security Systems, L.L.C, Secured Debt 12022-12-310001535778Interface Security Systems, L.L.C, Secured Debt 22022-12-310001535778Interface Security Systems, L.L.C, Common Stock2022-12-310001535778msif:InterfaceSecuritySystemsLLCMember2022-12-310001535778Intermedia Holdings, Inc., Secured Debt2022-12-310001535778Invincible Boat Company, LLC., Secured Debt 12022-12-310001535778Invincible Boat Company, LLC., Secured Debt 22022-12-310001535778msif:InvincibleBoatCompanyLLCMember2022-12-310001535778INW Manufacturing, LLC, Secured Debt2022-12-310001535778Iron-Main Investments, LLC, Secured Debt 12022-12-310001535778Iron-Main Investments, LLC, Secured Debt 22022-12-310001535778Iron-Main Investments, LLC, Secured Debt 32022-12-310001535778Iron-Main Investments, LLC, Secured Debt 42022-12-310001535778Iron-Main Investments, LLC, Common Stock2022-12-310001535778msif:IronMainInvestmentsLLCMember2022-12-310001535778Isagenix International, LLC, Secured Debt2022-12-310001535778Jackmont Hospitality, Inc., Secured Debt 12022-12-310001535778Jackmont Hospitality, Inc., Secured Debt 22022-12-310001535778Jackmont Hospitality, Inc., Preferred Equity2022-12-310001535778msif:JackmontHospitalityIncMember2022-12-310001535778Joerns Healthcare, LLC, Secured Debt 12022-12-310001535778Joerns Healthcare, LLC, Secured Debt 22022-12-310001535778Joerns Healthcare, LLC, Common Stock2022-12-310001535778msif:JoernsHealthcareLLCMember2022-12-310001535778Johnson Downie Opco, LLC, Secured Debt 12022-12-310001535778Johnson Downie Opco, LLC, Secured Debt 22022-12-310001535778Johnson Downie Opco, LLC, Preferred Equity2022-12-310001535778msif:JohnsonDownieOpcoLLCMember2022-12-310001535778JorVet Holdings, LLC, Secured Debt2022-12-310001535778JorVet Holdings, LLC, Preferred Equity2022-12-310001535778msif:JorVetHoldingsLLCMember2022-12-310001535778JTI Electrical & Mechanical, LLC, Secured Debt 12022-12-310001535778JTI Electrical & Mechanical, LLC, Secured Debt 22022-12-310001535778JTI Electrical & Mechanical, LLC, Common Equity2022-12-310001535778msif:JTIElectricalMechanicalLLCMember2022-12-310001535778KMS, LLC, Secured Debt 12022-12-310001535778KMS, LLC, Secured Debt 22022-12-310001535778msif:KMSLLCMember2022-12-310001535778Lightbox Holdings, L.P., Secured Debt2022-12-310001535778LL Management, Inc., Secured Debt 12022-12-310001535778LL Management, Inc., Secured Debt 22022-12-310001535778LL Management, Inc., Secured Debt 32022-12-310001535778msif:LLManagementIncMember2022-12-310001535778LLFlex, LLC, Secured Debt2022-12-310001535778Logix Acquisition Company, LLC, Secured Debt2022-12-310001535778Mako Steel, LP, Secured Debt 12022-12-310001535778Mako Steel, LP, Secured Debt 22022-12-310001535778msif:MakoSteelLPMember2022-12-310001535778MB2 Dental Solutions, LLC, Secured Debt 12022-12-310001535778MB2 Dental Solutions, LLC, Secured Debt 22022-12-310001535778msif:MB2DentalSolutionsLLCMember2022-12-310001535778MetalForming AcquireCo, LLC, Secured Debt 12022-12-310001535778MetalForming AcquireCo, LLC, Secured Debt 22022-12-310001535778MetalForming AcquireCo, LLC, Preferred Equity2022-12-310001535778MetalForming AcquireCo, LLC, Common Stock2022-12-310001535778msif:MetalFormingAcquireCoLLCMember2022-12-310001535778Microbe Formulas, LLC, Secured Debt 12022-12-310001535778Microbe Formulas, LLC, Secured Debt 22022-12-310001535778msif:MicrobeFormulasLLCMember2022-12-310001535778Mills Fleet Farm Group, LLC, Secured Debt2022-12-310001535778MonitorUS Holding, LLC, Secured Debt 12022-12-310001535778MonitorUS Holding, LLC, Secured Debt 22022-12-310001535778MonitorUS Holding, LLC, Secured Debt 32022-12-310001535778MonitorUS Holding, LLC, Common Stock2022-12-310001535778msif:MonitorUSHoldingLLCMember2022-12-310001535778NinjaTrader, LLC, Secured Debt 12022-12-310001535778NinjaTrader, LLC, Secured Debt 22022-12-310001535778NinjaTrader, LLC, Secured Debt 32022-12-310001535778msif:NinjaTraderLLCMember2022-12-310001535778NTM Acquisition Corp., Secured Debt2022-12-310001535778NWN Corporation, Secured Debt 12022-12-310001535778NWN Corporation, Secured Debt 22022-12-310001535778NWN Corporation, Secured Debt 32022-12-310001535778msif:NWNCorporationMember2022-12-310001535778OVG Business Services, LLC, Secured Debt2022-12-310001535778Paragon Healthcare, Inc., Secured Debt 12022-12-310001535778Paragon Healthcare, Inc., Secured Debt 22022-12-310001535778Paragon Healthcare, Inc., Secured Debt 32022-12-310001535778msif:ParagonHealthcareIncMember2022-12-310001535778PTL US Bidco, Inc, Secured Debt 12022-12-310001535778PTL US Bidco, Inc, Secured Debt 22022-12-310001535778msif:PTLUSBidcoIncMember2022-12-310001535778RA Outdoors LLC, Secured Debt 12022-12-310001535778RA Outdoors LLC, Secured Debt 22022-12-310001535778msif:RAOutdoorsLLCMember2022-12-310001535778Research Now Group, Inc. and Survey Sampling International, LLC, Secured Debt2022-12-310001535778RM Bidder, LLC, Member Units2022-12-310001535778RM Bidder, LLC, Warrants2022-12-310001535778msif:RMBidderLLCMember2022-12-310001535778Roof Opco, LLC, Secured Debt 12022-12-310001535778Roof Opco, LLC, Secured Debt 22022-12-310001535778Roof Opco, LLC, Secured Debt 32022-12-310001535778msif:RoofOpcoLLCMember2022-12-310001535778Rug Doctor, LLC., Secured Debt 12022-12-310001535778Rug Doctor, LLC., Secured Debt 22022-12-310001535778msif:RugDoctorLLCMember2022-12-310001535778Savers, Inc., Secured Debt2022-12-310001535778SIB Holdings, LLC, Secured Debt 12022-12-310001535778SIB Holdings, LLC, Secured Debt 22022-12-310001535778SIB Holdings, LLC, Secured Debt 32022-12-310001535778SIB Holdings, LLC, Common Equity2022-12-310001535778msif:SIBHoldingsLLCMember2022-12-310001535778Slick Innovations, LLC, Secured Debt2022-12-310001535778Slick Innovations, LLC, Common Stock2022-12-310001535778msif:SlickInnovationsLLCMember2022-12-310001535778South Coast Terminals Holdings, LLC, Secured Debt 12022-12-310001535778South Coast Terminals Holdings, LLC, Secured Debt 22022-12-310001535778South Coast Terminals Holdings, LLC, Common Equity2022-12-310001535778msif:SouthCoastTerminalsHoldingsLLCMember2022-12-310001535778SPAU Holdings, LLC, Secured Debt 12022-12-310001535778SPAU Holdings, LLC, Secured Debt 22022-12-310001535778SPAU Holdings, LLC, Common Stock2022-12-310001535778msif:SPAUHoldingsLLCMember2022-12-310001535778Tex Tech Tennis, LLC, Preferred Equity2022-12-310001535778The Affiliati Network, LLC, Secured Debt 12022-12-310001535778The Affiliati Network, LLC, Secured Debt 22022-12-310001535778The Affiliati Network, LLC, Preferred Stock2022-12-310001535778msif:TheAffiliatiNetworkLLCMember2022-12-310001535778U.S. TelePacific Corp., Secured Debt2022-12-310001535778USA DeBusk LLC, Secured Debt2022-12-310001535778Vida Capital, Inc, Secured Debt2022-12-310001535778Vistar Media, Inc., Preferred Stock2022-12-310001535778Volusion, LLC, Secured Debt2022-12-310001535778Volusion, LLC, Unsecured Convertible Debt2022-12-310001535778Volusion, LLC, Preferred Member Units2022-12-310001535778Volusion, LLC, Warrants2022-12-310001535778msif:VolusionLLCMember2022-12-310001535778VORTEQ Coil Finishers, LLC, Common Equity2022-12-310001535778Wall Street Prep, Inc., Secured Debt 12022-12-310001535778Wall Street Prep, Inc., Secured Debt 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Jewelry, Inc., Secured Debt 12023-01-012023-09-300001535778Robbins Bros. Jewelry, Inc., Secured Debt 22023-01-012023-09-300001535778Robbins Bros. Jewelry, Inc., Preferred Equity2023-01-012023-09-300001535778SI East, LLC, Secured Debt 12023-01-012023-09-300001535778SI East, LLC, Secured Debt 2.12023-09-300001535778SI East, LLC, Secured Debt 2.12023-01-012023-09-300001535778SI East, LLC, Secured Debt 2.12022-12-310001535778SI East, LLC, Secured Debt 32023-01-012023-09-300001535778SI East, LLC, Secured Debt 32022-12-310001535778SI East, LLC, Secured Debt 32023-09-300001535778SI East, LLC, Preferred Member Units2023-01-012023-09-300001535778Student Resource Center, LLC, Secured Debt2023-01-012023-09-300001535778Student Resource Center, LLC, Preferred Equity2023-01-012023-09-300001535778Tedder Industries, LLC, Secured Debt 12023-01-012023-09-300001535778Tedder Industries, LLC, Secured Debt 22023-01-012023-09-300001535778Tedder Industries, LLC, Preferred Member Units 12023-01-012023-09-300001535778Tedder Industries, LLC, Preferred Member Units 12022-12-310001535778Tedder Industries, LLC, Preferred Member Units 22023-01-012023-09-300001535778Tedder Industries, LLC, Preferred Member Units 22022-12-310001535778Tedder Industries, LLC, Preferred Member Units 32023-01-012023-09-300001535778Tedder Industries, LLC, Preferred Member Units 32022-12-310001535778Trantech Radiator Topco, LLC, Secured Debt 12023-01-012023-09-300001535778Trantech Radiator Topco, LLC, Secured Debt 22023-01-012023-09-300001535778Trantech Radiator Topco, LLC, Common Stock2023-01-012023-09-300001535778VVS Holdco LLC, Secured Debt 12023-01-012023-09-300001535778VVS Holdco LLC, Secured Debt 22023-01-012023-09-300001535778VVS Holdco LLC, Preferred Equity2023-01-012023-09-300001535778Amounts related to investments transferred to or from other 1940 Act classification during the period, Affiliate Investments2023-01-012023-09-300001535778Amounts related to investments transferred to or from other 1940 Act classification during the period, Affiliate Investments2022-12-310001535778Amounts related to investments transferred to or from other 1940 Act classification during the period, Affiliate Investments2023-09-300001535778us-gaap:MidwestRegionMemberus-gaap:InvestmentAffiliatedIssuerNoncontrolledMember2023-09-300001535778us-gaap:NortheastRegionMemberus-gaap:InvestmentAffiliatedIssuerNoncontrolledMember2023-09-300001535778us-gaap:InvestmentAffiliatedIssuerNoncontrolledMemberus-gaap:SoutheastRegionMember2023-09-300001535778us-gaap:SouthwestRegionMemberus-gaap:InvestmentAffiliatedIssuerControlledMember2023-09-300001535778us-gaap:SouthwestRegionMemberus-gaap:InvestmentAffiliatedIssuerNoncontrolledMember2023-09-300001535778us-gaap:WestRegionMemberus-gaap:InvestmentAffiliatedIssuerControlledMember2023-09-300001535778us-gaap:WestRegionMemberus-gaap:InvestmentAffiliatedIssuerNoncontrolledMember2023-09-300001535778GRT Rubber Technologies LLC, Secured Debt2022-09-300001535778GRT Rubber Technologies LLC, Secured Debt2022-01-012022-09-300001535778GRT Rubber Technologies LLC, Secured Debt2021-12-310001535778GRT Rubber Technologies LLC, Member Units2022-01-012022-09-300001535778GRT Rubber Technologies LLC, Member Units2021-12-310001535778GRT Rubber Technologies LLC, Member Units2022-09-300001535778Harris Preston Fund Investments, LP Interests (2717 MH, L.P.)2022-01-012022-09-300001535778Harris Preston Fund Investments, LP Interests (2717 MH, L.P.)2021-12-310001535778Harris Preston Fund Investments, LP Interests (2717 MH, L.P.)2022-09-300001535778Copper Trail Fund Investments, LP Interests (CTMH, LP)2022-01-012022-09-300001535778Copper Trail Fund Investments, LP Interests (CTMH, LP)2021-12-310001535778Copper Trail Fund Investments, LP Interests (CTMH, LP)2022-09-300001535778Amounts related to investments transferred to or from other 1940 Act classification during the period, Control Investments2022-01-012022-09-300001535778Amounts related to investments transferred to or from other 1940 Act classification during the period, Control Investments2021-12-310001535778Amounts related to investments transferred to or from other 1940 Act classification during the period, Control Investments2022-09-300001535778us-gaap:InvestmentAffiliatedIssuerControlledMember2021-12-310001535778us-gaap:InvestmentAffiliatedIssuerControlledMember2022-09-300001535778AFG Capital Group, LLC, Secured Debt2022-01-012022-09-300001535778AFG Capital Group, LLC, Secured Debt2021-12-310001535778AFG Capital Group, LLC, Secured Debt2022-09-300001535778AFG Capital Group, LLC, Preferred Member Units2022-01-012022-09-300001535778AFG Capital Group, LLC, Preferred Member Units2021-12-310001535778AFG Capital Group, LLC, Preferred Member Units2022-09-300001535778Analytical Systems Keco Holdings, LLC, Secured Debt 12022-09-300001535778Analytical Systems Keco Holdings, LLC, Secured Debt 12022-01-012022-09-300001535778Analytical Systems Keco Holdings, LLC, Secured Debt 12021-12-310001535778Analytical Systems Keco Holdings, LLC, Secured Debt 22022-09-300001535778Analytical Systems Keco Holdings, LLC, Secured Debt 22022-01-012022-09-300001535778Analytical Systems Keco Holdings, LLC, Secured Debt 22021-12-310001535778Analytical Systems Keco Holdings, LLC, Preferred Member Units 12022-09-300001535778Analytical Systems Keco Holdings, LLC, Preferred Member Units 12022-01-012022-09-300001535778Analytical Systems Keco Holdings, LLC, Preferred Member Units 12021-12-310001535778Analytical Systems Keco Holdings, LLC, Preferred Member Units 22022-01-012022-09-300001535778Analytical Systems Keco Holdings, LLC, Preferred Member Units 22021-12-310001535778Analytical Systems Keco Holdings, LLC, Preferred Member Units 22022-09-300001535778Analytical Systems Keco Holdings, LLC, Warrants2022-01-012022-09-300001535778Analytical Systems Keco Holdings, LLC, Warrants2021-12-310001535778Analytical Systems Keco Holdings, LLC, Warrants2022-09-300001535778ATX Networks Corp., Secured Debt2022-09-300001535778ATX Networks Corp., Secured Debt2022-01-012022-09-300001535778ATX Networks Corp., Secured Debt2021-12-310001535778ATX Networks Corp., Unsecured Debt2022-09-300001535778ATX Networks Corp., Unsecured Debt2022-01-012022-09-300001535778ATX Networks Corp., Unsecured Debt2021-12-310001535778ATX Networks Corp., Common Stock2022-01-012022-09-300001535778ATX Networks Corp., Common Stock2021-12-310001535778ATX Networks Corp., Common Stock2022-09-300001535778Barfly Ventures, LLC, Member Units2022-01-012022-09-300001535778Barfly Ventures, LLC, Member Units2021-12-310001535778Barfly Ventures, LLC, Member Units2022-09-300001535778Batjer TopCo, LLC, Secured Debt 12022-01-012022-09-300001535778Batjer TopCo, LLC, Secured Debt 12021-12-310001535778Batjer TopCo, LLC, Secured Debt 12022-09-300001535778Batjer TopCo, LLC, Secured Debt 22022-09-300001535778Batjer TopCo, LLC, Secured Debt 22022-01-012022-09-300001535778Batjer TopCo, LLC, Secured Debt 22021-12-310001535778Batjer TopCo, LLC, Preferred Stock2022-01-012022-09-300001535778Batjer TopCo, LLC, Preferred Stock2021-12-310001535778Batjer TopCo, LLC, Preferred Stock2022-09-300001535778Brewer Crane Holdings, LLC, Secured Debt2022-09-300001535778Brewer Crane Holdings, LLC, Secured Debt2022-01-012022-09-300001535778Brewer Crane Holdings, LLC, Secured Debt2021-12-310001535778Brewer Crane Holdings, LLC, Preferred Member Units2022-01-012022-09-300001535778Brewer Crane Holdings, LLC, Preferred Member Units2021-12-310001535778Brewer Crane Holdings, LLC, Preferred Member Units2022-09-300001535778Centre Technologies Holdings, LLC, Secured Debt 12022-09-300001535778Centre Technologies Holdings, LLC, Secured Debt 12022-01-012022-09-300001535778Centre Technologies Holdings, LLC, Secured Debt 12021-12-310001535778Centre Technologies Holdings, LLC, Secured Debt 22022-09-300001535778Centre Technologies Holdings, LLC, Secured Debt 22022-01-012022-09-300001535778Centre Technologies Holdings, LLC, Secured Debt 22021-12-310001535778Centre Technologies Holdings, LLC, Preferred Member Units2022-01-012022-09-300001535778Centre Technologies Holdings, LLC, Preferred Member Units2021-12-310001535778Centre Technologies Holdings, LLC, Preferred Member Units2022-09-300001535778Chamberlin Holding LLC, Secured Debt 12022-09-300001535778Chamberlin Holding LLC, Secured Debt 12022-01-012022-09-300001535778Chamberlin Holding LLC, Secured Debt 12021-12-310001535778Chamberlin Holding LLC, Secured Debt 22022-09-300001535778Chamberlin Holding LLC, Secured Debt 22022-01-012022-09-300001535778Chamberlin Holding LLC, Secured Debt 22021-12-310001535778Chamberlin Holding LLC, Member Units 12022-01-012022-09-300001535778Chamberlin Holding LLC, Member Units 12021-12-310001535778Chamberlin Holding LLC, Member Units 12022-09-300001535778Chamberlin Holding LLC, Member Units 22022-01-012022-09-300001535778Chamberlin Holding LLC, Member Units 22021-12-310001535778Chamberlin Holding LLC, Member Units 22022-09-300001535778Charps, LLC, Secured Debt2022-01-012022-09-300001535778Charps, LLC, Secured Debt2021-12-310001535778Charps, LLC, Secured Debt2022-09-300001535778Charps, LLC, Preferred Member Units2022-01-012022-09-300001535778Charps, LLC, Preferred Member Units2021-12-310001535778Charps, LLC, Preferred Member Units2022-09-300001535778Clad-Rex Steel, LLC, Secured Debt 12022-09-300001535778Clad-Rex Steel, LLC, Secured Debt 12022-01-012022-09-300001535778Clad-Rex Steel, LLC, Secured Debt 12021-12-310001535778Clad-Rex Steel, LLC, Secured Debt 22022-09-300001535778Clad-Rex Steel, LLC, Secured Debt 22022-01-012022-09-300001535778Clad-Rex Steel, LLC, Secured Debt 22021-12-310001535778Clad-Rex Steel, LLC, Member Units 12022-01-012022-09-300001535778Clad-Rex Steel, LLC, Member Units 12021-12-310001535778Clad-Rex Steel, LLC, Member Units 12022-09-300001535778Clad-Rex Steel, LLC, Member Units 22022-01-012022-09-300001535778Clad-Rex Steel, LLC, Member Units 22021-12-310001535778Clad-Rex Steel, LLC, Member Units 22022-09-300001535778Cody Pools, Inc., Secured Debt 12022-09-300001535778Cody Pools, Inc., Secured Debt 12022-01-012022-09-300001535778Cody Pools, Inc., Secured Debt 12021-12-310001535778Cody Pools, Inc., Secured Debt 22022-09-300001535778Cody Pools, Inc., Secured Debt 22022-01-012022-09-300001535778Cody Pools, Inc., Secured Debt 22021-12-310001535778Cody Pools, Inc., Preferred Member Units2022-01-012022-09-300001535778Cody Pools, Inc., Preferred Member Units2021-12-310001535778Cody Pools, Inc., Preferred Member Units2022-09-300001535778Colonial Electric Company LLC, Secured Debt 12022-01-012022-09-300001535778Colonial Electric Company LLC, Secured Debt 12021-12-310001535778Colonial Electric Company LLC, Secured Debt 12022-09-300001535778Colonial Electric Company LLC, Secured Debt 22022-09-300001535778Colonial Electric Company LLC, Secured Debt 22022-01-012022-09-300001535778Colonial Electric Company LLC, Secured Debt 22021-12-310001535778Colonial Electric Company LLC, Preferred Member Units2022-01-012022-09-300001535778Colonial Electric Company LLC, Preferred Member Units2021-12-310001535778Colonial Electric Company LLC, Preferred Member Units2022-09-300001535778Datacom, LLC, Secured Debt 12022-09-300001535778Datacom, LLC, Secured Debt 12022-01-012022-09-300001535778Datacom, LLC, Secured Debt 12021-12-310001535778Datacom, LLC, Secured Debt 22022-09-300001535778Datacom, LLC, Secured Debt 22022-01-012022-09-300001535778Datacom, LLC, Secured Debt 22021-12-310001535778Datacom, LLC, Preferred Member Units2022-01-012022-09-300001535778Datacom, LLC, Preferred Member Units2021-12-310001535778Datacom, LLC, Preferred Member Units2022-09-300001535778Digital Products Holdings LLC, Secured Debt2022-09-300001535778Digital Products Holdings LLC, Secured Debt2022-01-012022-09-300001535778Digital Products Holdings LLC, Secured Debt2021-12-310001535778Digital Products Holdings LLC, Preferred Member Units2022-01-012022-09-300001535778Digital Products Holdings LLC, Preferred Member Units2021-12-310001535778Digital Products Holdings LLC, Preferred Member Units2022-09-300001535778Direct Marketing Solutions, Inc., Secured Debt 12022-09-300001535778Direct Marketing Solutions, Inc., Secured Debt 12022-01-012022-09-300001535778Direct Marketing Solutions, Inc., Secured Debt 12021-12-310001535778Direct Marketing Solutions, Inc., Secured Debt 22022-09-300001535778Direct Marketing Solutions, Inc., Secured Debt 22022-01-012022-09-300001535778Direct Marketing Solutions, Inc., Secured Debt 22021-12-310001535778Direct Marketing Solutions, Inc., Preferred Stock2022-01-012022-09-300001535778Direct Marketing Solutions, Inc., Preferred Stock2021-12-310001535778Direct Marketing Solutions, Inc., Preferred Stock2022-09-300001535778Flame King Holdings, LLC, Secured Debt 12022-09-300001535778Flame King Holdings, LLC, Secured Debt 12022-01-012022-09-300001535778Flame King Holdings, LLC, Secured Debt 12021-12-310001535778Flame King Holdings, LLC, Secured Debt 22022-09-300001535778Flame King Holdings, LLC, Secured Debt 22022-01-012022-09-300001535778Flame King Holdings, LLC, Secured Debt 22021-12-310001535778Flame King Holdings, LLC, Preferred Equity2022-01-012022-09-300001535778Flame King Holdings, LLC, Preferred Equity2021-12-310001535778Flame King Holdings, LLC, Preferred Equity2022-09-300001535778Freeport Financial Funds, LP Interests (Freeport First Lien Loan Fund III LP)2022-01-012022-09-300001535778Freeport Financial Funds, LP Interests (Freeport First Lien Loan Fund III LP)2021-12-310001535778Freeport Financial Funds, LP Interests (Freeport First Lien Loan Fund III LP)2022-09-300001535778Gamber-Johnson Holdings, LLC, Secured Debt 12022-09-300001535778Gamber-Johnson Holdings, LLC, Secured Debt 12022-01-012022-09-300001535778Gamber-Johnson Holdings, LLC, Secured Debt 12021-12-310001535778Gamber-Johnson Holdings, LLC, Secured Debt 22022-09-300001535778Gamber-Johnson Holdings, LLC, Secured Debt 22022-01-012022-09-300001535778Gamber-Johnson Holdings, LLC, Secured Debt 22021-12-310001535778Gamber-Johnson Holdings, LLC, Member Units2022-01-012022-09-300001535778Gamber-Johnson Holdings, LLC, Member Units2021-12-310001535778Gamber-Johnson Holdings, LLC, Member Units2022-09-300001535778GFG Group, LLC, Secured Debt2022-09-300001535778GFG Group, LLC, Secured Debt2022-01-012022-09-300001535778GFG Group, LLC, Secured Debt2021-12-310001535778GFG Group, LLC, Preferred Member Units2022-01-012022-09-300001535778GFG Group, LLC, Preferred Member Units2021-12-310001535778GFG Group, LLC, Preferred Member Units2022-09-300001535778Gulf Publishing Holdings, LLC, Secured Debt 12022-09-300001535778Gulf Publishing Holdings, LLC, Secured Debt 12022-01-012022-09-300001535778Gulf Publishing Holdings, LLC, Secured Debt 12021-12-310001535778Gulf Publishing Holdings, LLC, Secured Debt 22022-01-012022-09-300001535778Gulf Publishing Holdings, LLC, Secured Debt 22021-12-310001535778Gulf Publishing Holdings, LLC, Secured Debt 22022-09-300001535778Gulf Publishing Holdings, LLC, Secured Debt 32022-09-300001535778Gulf Publishing Holdings, LLC, Secured Debt 32022-01-012022-09-300001535778Gulf Publishing Holdings, LLC, Secured Debt 32021-12-310001535778Gulf Publishing Holdings, LLC, Member Units 12022-01-012022-09-300001535778Gulf Publishing Holdings, LLC, Member Units 12021-12-310001535778Gulf Publishing Holdings, LLC, Member Units 12022-09-300001535778Gulf Publishing Holdings, LLC, Member Units 22022-01-012022-09-300001535778Gulf Publishing Holdings, LLC, Member Units 22021-12-310001535778Gulf Publishing Holdings, LLC, Member Units 22022-09-300001535778HPEP 3, L.P., LP Interests (HPEP 3, L.P.)2022-01-012022-09-300001535778HPEP 3, L.P., LP Interests (HPEP 3, L.P.)2021-12-310001535778HPEP 3, L.P., LP Interests (HPEP 3, L.P.)2022-09-300001535778Kickhaefer Manufacturing Company, LLC, Secured Debt 12022-09-300001535778Kickhaefer Manufacturing Company, LLC, Secured Debt 12022-01-012022-09-300001535778Kickhaefer Manufacturing Company, LLC, Secured Debt 12021-12-310001535778Kickhaefer Manufacturing Company, LLC, Secured Debt 22022-09-300001535778Kickhaefer Manufacturing Company, LLC, Secured Debt 22022-01-012022-09-300001535778Kickhaefer Manufacturing Company, LLC, Secured Debt 22021-12-310001535778Kickhaefer Manufacturing Company, LLC, Member Units 12022-01-012022-09-300001535778Kickhaefer Manufacturing Company, LLC, Member Units 12021-12-310001535778Kickhaefer Manufacturing Company, LLC, Member Units 12022-09-300001535778Kickhaefer Manufacturing Company, LLC, Member Units 22022-01-012022-09-300001535778Kickhaefer Manufacturing Company, LLC, Member Units 22021-12-310001535778Kickhaefer Manufacturing Company, LLC, Member Units 22022-09-300001535778Market Force Information, LLC, Secured Debt2022-09-300001535778Market Force Information, LLC, Secured Debt2022-01-012022-09-300001535778Market Force Information, LLC, Secured Debt2021-12-310001535778Market Force Information, LLC, Member Units2022-01-012022-09-300001535778Market Force Information, LLC, Member Units2021-12-310001535778Market Force Information, LLC, Member Units2022-09-300001535778MH Corbin Holding LLC, Secured Debt2022-09-300001535778MH Corbin Holding LLC, Secured Debt2022-01-012022-09-300001535778MH Corbin Holding LLC, Secured Debt2021-12-310001535778MH Corbin Holding LLC, Preferred Member Units 12022-01-012022-09-300001535778MH Corbin Holding LLC, Preferred Member Units 12021-12-310001535778MH Corbin Holding LLC, Preferred Member Units 12022-09-300001535778MH Corbin Holding LLC, Preferred Member Units 22022-01-012022-09-300001535778MH Corbin Holding LLC, Preferred Member Units 22021-12-310001535778MH Corbin Holding LLC, Preferred Member Units 22022-09-300001535778Mystic Logistics Holdings, LLC, Secured Debt 12022-01-012022-09-300001535778Mystic Logistics Holdings, LLC, Secured Debt 12021-12-310001535778Mystic Logistics Holdings, LLC, Secured Debt 12022-09-300001535778Mystic Logistics Holdings, LLC, Secured Debt 22022-09-300001535778Mystic Logistics Holdings, LLC, Secured Debt 22022-01-012022-09-300001535778Mystic Logistics Holdings, LLC, Secured Debt 22021-12-310001535778Mystic Logistics Holdings, LLC, Common Stock2022-01-012022-09-300001535778Mystic Logistics Holdings, LLC, Common Stock2021-12-310001535778Mystic Logistics Holdings, LLC, Common Stock2022-09-300001535778NexRev LLC, Secured Debt 12022-09-300001535778NexRev LLC, Secured Debt 12022-01-012022-09-300001535778NexRev LLC, Secured Debt 12021-12-310001535778NexRev LLC, Secured Debt 22022-09-300001535778NexRev LLC, Secured Debt 22022-01-012022-09-300001535778NexRev LLC, Secured Debt 22021-12-310001535778NexRev LLC, Preferred Member Units2022-01-012022-09-300001535778NexRev LLC, Preferred Member Units2021-12-310001535778NexRev LLC, Preferred Member Units2022-09-300001535778NuStep, LLC, Secured Debt 12022-09-300001535778NuStep, LLC, Secured Debt 12022-01-012022-09-300001535778NuStep, LLC, Secured Debt 12021-12-310001535778NuStep, LLC, Secured Debt 22022-09-300001535778NuStep, LLC, Secured Debt 22022-01-012022-09-300001535778NuStep, LLC, Secured Debt 22021-12-310001535778NuStep, LLC, Preferred Member Units2022-01-012022-09-300001535778NuStep, LLC, Preferred Member Units2021-12-310001535778NuStep, LLC, Preferred Member Units2022-09-300001535778Oneliance, LLC, Secured Debt2022-09-300001535778Oneliance, LLC, Secured Debt2022-01-012022-09-300001535778Oneliance, LLC, Secured Debt2021-12-310001535778Oneliance, LLC, Preferred Stock2022-01-012022-09-300001535778Oneliance, LLC, Preferred Stock2021-12-310001535778Oneliance, LLC, Preferred Stock2022-09-300001535778Orttech Holdings, LLC, Secured Debt 12022-01-012022-09-300001535778Orttech Holdings, LLC, Secured Debt 12021-12-310001535778Orttech Holdings, LLC, Secured Debt 12022-09-300001535778Orttech Holdings, LLC, Secured Debt 22022-09-300001535778Orttech Holdings, LLC, Secured Debt 22022-01-012022-09-300001535778Orttech Holdings, LLC, Secured Debt 22021-12-310001535778Orttech Holdings, LLC, Preferred Stock2022-01-012022-09-300001535778Orttech Holdings, LLC, Preferred Stock2021-12-310001535778Orttech Holdings, LLC, Preferred Stock2022-09-300001535778Robbins Bros. Jewelry, Inc., Secured Debt 12022-01-012022-09-300001535778Robbins Bros. Jewelry, Inc., Secured Debt 12021-12-310001535778Robbins Bros. Jewelry, Inc., Secured Debt 12022-09-300001535778Robbins Bros. Jewelry, Inc., Secured Debt 22022-09-300001535778Robbins Bros. Jewelry, Inc., Secured Debt 22022-01-012022-09-300001535778Robbins Bros. Jewelry, Inc., Secured Debt 22021-12-310001535778Robbins Bros. Jewelry, Inc., Preferred Equity2022-01-012022-09-300001535778Robbins Bros. Jewelry, Inc., Preferred Equity2021-12-310001535778Robbins Bros. Jewelry, Inc., Preferred Equity2022-09-300001535778SI East, LLC, Secured Debt 12022-09-300001535778SI East, LLC, Secured Debt 12022-01-012022-09-300001535778SI East, LLC, Secured Debt 12021-12-310001535778SI East, LLC, Secured Debt 22022-09-300001535778SI East, LLC, Secured Debt 22022-01-012022-09-300001535778SI East, LLC, Secured Debt 22021-12-310001535778SI East, LLC, Preferred Member Units2022-01-012022-09-300001535778SI East, LLC, Preferred Member Units2021-12-310001535778SI East, LLC, Preferred Member Units2022-09-300001535778Sonic Systems International, LLC, Secured Debt2022-09-300001535778Sonic Systems International, LLC, Secured Debt2023-09-300001535778Sonic Systems International, LLC, Secured Debt2022-01-012022-09-300001535778Sonic Systems International, LLC, Secured Debt2021-12-310001535778Sonic Systems International, LLC, Common Stock2022-01-012022-09-300001535778Sonic Systems International, LLC, Common Stock2021-12-310001535778Sonic Systems International, LLC, Common Stock2022-09-300001535778Tedder Industries, LLC, Secured Debt 12022-09-300001535778Tedder Industries, LLC, Secured Debt 12022-01-012022-09-300001535778Tedder Industries, LLC, Secured Debt 12021-12-310001535778Tedder Industries, LLC, Secured Debt 22022-09-300001535778Tedder Industries, LLC, Secured Debt 22022-01-012022-09-300001535778Tedder Industries, LLC, Secured Debt 22021-12-310001535778Tedder Industries, LLC, Preferred Member Units2022-01-012022-09-300001535778Tedder Industries, LLC, Preferred Member Units2021-12-310001535778Tedder Industries, LLC, Preferred Member Units2022-09-300001535778Trantech Radiator Topco, LLC, Secured Debt 12022-01-012022-09-300001535778Trantech Radiator Topco, LLC, Secured Debt 12021-12-310001535778Trantech Radiator Topco, LLC, Secured Debt 12022-09-300001535778Trantech Radiator Topco, LLC, Secured Debt 22022-09-300001535778Trantech Radiator Topco, LLC, Secured Debt 22022-01-012022-09-300001535778Trantech Radiator Topco, LLC, Secured Debt 22021-12-310001535778Trantech Radiator Topco, LLC, Common Stock2022-01-012022-09-300001535778Trantech Radiator Topco, LLC, Common Stock2021-12-310001535778Trantech Radiator Topco, LLC, Common Stock2022-09-300001535778VVS Holdco LLC, Secured Debt 12022-09-300001535778VVS Holdco LLC, Secured Debt 12022-01-012022-09-300001535778VVS Holdco LLC, Secured Debt 12021-12-310001535778VVS Holdco LLC, Secured Debt 22022-09-300001535778VVS Holdco LLC, Secured Debt 22022-01-012022-09-300001535778VVS Holdco LLC, Secured Debt 22021-12-310001535778VVS Holdco LLC, Preferred Equity2022-01-012022-09-300001535778VVS Holdco LLC, Preferred Equity2021-12-310001535778VVS Holdco LLC, Preferred Equity2022-09-300001535778Amounts related to investments transferred to or from other 1940 Act classification during the period, Affiliate Investments2022-01-012022-09-300001535778Amounts related to investments transferred to or from other 1940 Act classification during the period, Affiliate Investments2021-12-310001535778Amounts related to investments transferred to or from other 1940 Act classification during the period, Affiliate Investments2022-09-300001535778us-gaap:InvestmentAffiliatedIssuerNoncontrolledMember2021-12-310001535778us-gaap:InvestmentAffiliatedIssuerNoncontrolledMember2022-09-300001535778us-gaap:MidwestRegionMemberus-gaap:InvestmentAffiliatedIssuerNoncontrolledMember2022-09-300001535778us-gaap:NortheastRegionMemberus-gaap:InvestmentAffiliatedIssuerNoncontrolledMember2022-09-300001535778us-gaap:InvestmentAffiliatedIssuerNoncontrolledMemberus-gaap:SoutheastRegionMember2022-09-300001535778us-gaap:SouthwestRegionMemberus-gaap:InvestmentAffiliatedIssuerControlledMember2022-09-300001535778us-gaap:SouthwestRegionMemberus-gaap:InvestmentAffiliatedIssuerNoncontrolledMember2022-09-300001535778us-gaap:WestRegionMemberus-gaap:InvestmentAffiliatedIssuerControlledMember2022-09-300001535778us-gaap:WestRegionMemberus-gaap:InvestmentAffiliatedIssuerNoncontrolledMember2022-09-30

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2023

OR

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

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 x 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 x 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

o

Accelerated filer

o

Non-accelerated filer

x

Smaller reporting company

o

Emerging growth company

o

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 x

The number of shares outstanding of the issuer’s common stock as of November 10, 2023 was 80,537,477.

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Table of contents

TABLE OF CONTENTS

PART I
FINANCIAL INFORMATION
Item 1.			Consolidated Financial Statements
			Consolidated Balance Sheets—September 30, 2023 (unaudited) and December 31, 2022			1
			Consolidated Statements of Operations (unaudited)—Three and nine months ended September 30, 2023 and 2022			2
			Consolidated Statements of Changes in Net Assets (unaudited)—Nine months ended September 30, 2023 and 2022			3
			Consolidated Statements of Cash Flows (unaudited)—Nine months ended September 30, 2023 and 2022			4
			Consolidated Schedule of Investments (unaudited)—September 30, 2023			5
			Consolidated Schedule of Investments—December 31, 2022			28
			Notes to Consolidated Financial Statements (unaudited)			46
			Consolidated Schedules of Investments in and Advances to Affiliates (unaudited)—Nine months ended September 30, 2023 and 2022			82
Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations			91
Item 3.			Quantitative and Qualitative Disclosures about Market Risk			108
Item 4.			Controls and Procedures			109
PART II
OTHER INFORMATION
Item 1.			Legal Proceedings			110
Item 1A.			Risk Factors			110
Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds			110
Item 6.			Exhibits			112
			Signatures			113

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MSC INCOME FUND, INC.

Consolidated Balance Sheets

(in thousands, except shares and per share amounts)

			September 30, 2023						December 31, 2022
ASSETS			(Unaudited)
Investments at fair value:
Control investments (cost: $43,725 and $31,120 as of September 30, 2023 and December 31, 2022, respectively)			$	54,066					$	50,303
Affiliate investments (cost: $218,636 and $241,565 as of September 30, 2023 and December 31, 2022, respectively)			275,889						277,000
Non‑Control/Non‑Affiliate investments (cost: $802,779 and $787,201 as of September 30, 2023 and December 31, 2022, respectively)			773,858						740,840
Total investments (cost: $1,065,140 and $1,059,886 as of September 30, 2023 and December 31, 2022, respectively)			1,103,813						1,068,143
Cash and cash equivalents			23,108						21,312
Interest and dividend receivable			13,310						11,917
Receivable for securities sold			4,161						464
Deferred financing costs (net of accumulated amortization of $3,463 and $2,413 as of September 30, 2023 and December 31, 2022, respectively)			4,121						2,908
Prepaids and other assets			4,402						2,420
Total assets			$	1,152,915					$	1,107,164
LIABILITIES
Credit Facilities			$	356,688					$	321,688
Series A Notes due 2026 (par: $150,000 as of both September 30, 2023 and December 31, 2022)			149,080						148,856
Accounts payable and other liabilities			740						1,292
Interest payable			8,674						5,443
Dividend payable			14,002						12,816
Management and incentive fees payable			7,566						7,042
Deferred tax liability, net			2,596						362
Total liabilities			539,346						497,499
Commitments and contingencies (Note I)
NET ASSETS
Common stock, $0.001 par value per share (450,000,000 shares authorized; 80,013,948 and 80,105,999 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively)			80						80
Additional paid‑in capital			685,237						684,165
Total overdistributed earnings			(71,748)						(74,580)
Total net assets			613,569						609,665
Total liabilities and net assets			$	1,152,915					$	1,107,164
NET ASSET VALUE PER SHARE			$	7.67					$	7.61

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

1

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MSC INCOME FUND, INC.

Consolidated Statements of Operations

(in thousands, except shares and per share amounts)

(Unaudited)

			Three Months Ended September 30,												Nine Months Ended September 30,
			2023						2022						2023						2022
INVESTMENT INCOME:
Interest, fee and dividend income:
Control investments			$	804					$	555					$	2,321					$	2,595
Affiliate investments			6,941						6,385						22,241						17,443
Non‑Control/Non‑Affiliate investments			24,606						19,111						72,064						53,753
Total investment income			32,351						26,051						96,626						73,791
EXPENSES:
Interest			(9,403)						(6,801)						(26,599)						(16,628)
Base management fees			(4,994)						(4,974)						(14,761)						(14,919)
Incentive fees			(2,572)						—						(8,891)						—
Internal administrative services expenses			(2,168)						(1,405)						(6,752)						(3,888)
General and administrative			(1,106)						(941)						(3,291)						(3,017)
Total expenses before expense waivers			(20,243)						(14,121)						(60,294)						(38,452)
Waiver of internal administrative services expenses			2,014						1,252						6,297						3,431
Total expenses, net of expense waivers			(18,229)						(12,869)						(53,997)						(35,021)
NET INVESTMENT INCOME			14,122						13,182						42,629						38,770
NET REALIZED GAIN (LOSS):
Control investments			546						—						2,223						—
Affiliate investments			(2)						(1,456)						(7,188)						(676)
Non‑Control/Non‑Affiliate investments			(109)						8,694						(20,021)						8,541
Total net realized gain (loss)			435						7,238						(24,986)						7,865
NET UNREALIZED APPRECIATION (DEPRECIATION):
Control investments			(735)						574						(1,433)						1,959
Affiliate investments			4,780						3,909						22,468						4,401
Non‑Control/Non‑Affiliate investments			(5,247)						(8,918)						9,380						(17,812)
Total net unrealized appreciation (depreciation)			(1,202)						(4,435)						30,415						(11,452)
INCOME TAXES:
Federal and state income, excise and other taxes			(431)						(578)						(954)						(1,559)
Deferred taxes			458						(144)						(2,235)						(321)
Income tax benefit (provision)			27						(722)						(3,189)						(1,880)
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS			$	13,382					$	15,263					$	44,869					$	33,303
NET INVESTMENT INCOME PER SHARE—BASIC AND DILUTED			$	0.18					$	0.16					$	0.53					$	0.48
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS PER SHARE—BASIC AND DILUTED			$	0.17					$	0.19					$	0.56					$	0.42
WEIGHTED-AVERAGE SHARES OUTSTANDING—BASIC AND DILUTED			80,300,145						80,048,855						80,245,958						79,960,302

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

2

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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, 2021			79,826,605						$	80					$	682,426					$	(69,336)					$	613,170
Dividend reinvestment			533,062						—						4,212						—						4,212
Common stock repurchased			(489,031)						—						(3,790)						—						(3,790)
Net increase resulting from operations			—						—						—						16,213						16,213
Dividends to stockholders			—						—						—						(13,178)						(13,178)
Balances at March 31, 2022			79,870,636						$	80					$	682,848					$	(66,301)					$	616,627
Issuance of common stock			94,697						—						750						—						750
Dividend reinvestment			582,453						1						4,612						—						4,613
Common stock repurchased			(536,065)						(1)						(4,151)						—						(4,152)
Net increase resulting from operations			—						—						—						1,823						1,823
Dividends to stockholders			—						—						—						(12,802)						(12,802)
Balances at June 30, 2022			80,011,721						$	80					$	684,059					$	(77,280)					$	606,859
Dividend reinvestment			574,866						1						4,478						—						4,479
Common stock repurchased			(527,508)						(1)						(4,043)						—						(4,044)
Net increase resulting from operations			—						—						—						15,263						15,263
Dividends to stockholders			—						—						—						(12,809)						(12,809)
Balances at September 30, 2022			80,059,079						$	80					$	684,494					$	(74,826)					$	609,748
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
Issuance of common stock			255,754						—						2,000						—						2,000
Dividend reinvestment			608,618						1						4,759						—						4,760
Common stock repurchased			(965,568)						(1)						(6,522)						—						(6,523)
Net increase resulting from operations			—						—						—						19,256						19,256
Dividends to stockholders			—						—						—						(14,009)						(14,009)
Balances at June 30, 2023			80,049,691						$	80					$	684,831					$	(71,128)					$	613,783
Issuance of common stock			348,542						—						2,750						—						2,750
Dividend reinvestment			594,294						1						4,689						—						4,690
Common stock repurchased			(978,579)						(1)						(7,033)						—						(7,034)
Net increase resulting from operations			—						—						—						13,382						13,382
Dividends to stockholders			—						—						—						(14,002)						(14,002)
Balances at September 30, 2023			80,013,948						$	80					$	685,237					$	(71,748)					$	613,569

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

3

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MSC INCOME FUND, INC.

Consolidated Statements of Cash Flows

(in thousands)

(Unaudited)

			Nine Months Ended September 30,
			2023						2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net increase in net assets resulting from operations			$	44,869					$	33,303
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by operating activities:
Investments in portfolio companies			(156,523)						(171,762)
Proceeds from sales and repayments of debt investments in portfolio companies			119,927						123,357
Proceeds from sales and return of capital of equity investments in portfolio companies			13,280						42,875
Net unrealized (appreciation) depreciation			(30,415)						11,452
Net realized (gain) loss			24,986						(7,865)
Amortization of deferred financing costs			1,273						1,080
Amortization of deferred offering costs			129						210
Accretion of unearned income			(5,772)						(3,576)
Payment-in-kind interest			(3,805)						(2,091)
Cumulative dividends			(129)						(608)
Deferred tax provision			2,235						321
Changes in other assets and liabilities:
Interest and dividend receivable			(2,307)						795
Prepaid and other assets			(1,982)						171
Management and incentive fees payable			524						(58)
Interest payable			3,231						3,513
Accounts payable and other liabilities			(552)						(1,024)
Net cash provided by operating activities			8,969						30,093
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock			4,750						750
Redemption of common stock			(17,542)						(11,986)
Payment of offering costs			(129)						(210)
Dividends paid			(26,990)						(24,653)
Proceeds from Credit Facilities			107,000						87,000
Repayments on Credit Facilities			(72,000)						(161,000)
Proceeds from Series A Notes due 2026			—						72,500
Payment of deferred financing costs			(2,262)						(149)
Net cash used in financing activities			(7,173)						(37,748)
Net increase (decrease) in cash and cash equivalents			1,796						(7,655)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD			21,312						25,813
CASH AND CASH EQUIVALENTS AT END OF PERIOD			$	23,108					$	18,158
Supplemental cash flow disclosures:
Interest paid			$	22,106					$	9,578
Taxes paid			$	1,960					$	1,992
Non-cash financing activities:
Dividends declared and unpaid			$	14,002					$	12,809
Value of shares issued pursuant to the DRIP			$	13,864					$	13,304

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

4

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments

September 30, 2023

(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)			07/17/2017			38.8%																					$	713		$	588
GRT Rubber Technologies LLC						Manufacturer of Engineered Rubber Products
									Secured Debt			(25)			12/21/2018						11.48%			SF+			6.00%						12/21/2023			838			832			838
									Secured Debt			(25)			12/19/2014						13.48%			SF+			8.00%						10/29/2026			19,944			19,790			19,944
									Member Units						12/19/2014			2,896																					6,435			21,890
																																							27,057			42,672
Harris Preston Fund Investments			(12) (13)			Investment Partnership
									LP Interests (2717 MH, L.P.)			(8) (24)			10/01/2017			49.3%																					3,345			5,896
Volusion, LLC						Provider of Online Software-as-a-Service eCommerce Solutions
									Secured Debt						03/31/2023						10.00%												3/31/2025			900			900			900
									Preferred Member Units						01/26/2015			2,090,001																					6,000			—
									Preferred Member Units						03/31/2023			2,184,683																					4,606			4,010
									Preferred Member Units						03/31/2023			61,077																					—			—
									Common Stock						03/31/2023			772,620																					1,104			—
																																							12,610			4,910
Subtotal Control Investments (8.8% of net assets at fair value)																																							$	43,725		$	54,066
Affiliate Investments (6)
Analytical Systems Keco Holdings, LLC						Manufacturer of Liquid and Gas Analyzers
									Secured Debt			(9) (25)			08/16/2019						15.38%			SF+			10.00%						8/16/2024			$	40		$	39		$	39
									Secured Debt			(9) (25)			08/16/2019						15.38%			SF+			10.00%						8/16/2024			1,049			1,033			1,033
									Preferred Member Units						08/16/2019			800			14.13%																		800			—
									Preferred Member Units						05/20/2021			607																					607			1,140
									Warrants			(27)			08/16/2019			105															8/16/2029						79			—
																																							2,558			2,212
Barfly Ventures, LLC			(10)			Casual Restaurant Group
									Member Units						10/26/2020			12																					528			1,013
Batjer TopCo, LLC						HVAC Mechanical Contractor
									Secured Debt			(37)			03/07/2022																		3/7/2027			—			(1)			—

5

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MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

September 30, 2023

(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						03/07/2022						10.00%												3/7/2027			70			70			70
									Secured Debt						03/07/2022						10.00%												3/7/2027			1,175			1,159			1,175
									Preferred Stock			(8)			03/07/2022			453																					455			680
																																							1,683			1,925
Brewer Crane Holdings, LLC						Provider of Crane Rental and Operating Services
									Secured Debt			(9)			01/09/2018						15.44%			L+			10.00%						1/9/2024			1,406			1,406			1,376
									Preferred Member Units			(8)			01/09/2018			737																					1,070			1,400
																																							2,476			2,776
Centre Technologies Holdings, LLC						Provider of IT Hardware Services and Software Solutions
									Secured Debt			(9) (25) (37)			01/04/2019									SF+			9.00%						1/4/2026			—			—			—
									Secured Debt			(9) (25)			01/04/2019						14.48%			SF+			9.00%						1/4/2026			4,394			4,361			4,394
									Preferred Member Units						01/04/2019			3,327																					1,531			2,600
																																							5,892			6,994
Chamberlin Holding LLC						Roofing and Waterproofing Specialty Contractor
									Secured Debt			(9) (25) (37)			02/26/2018									SF+			6.00%						2/26/2026			—			(35)			—
									Secured Debt			(9) (25)			02/26/2018						13.49%			SF+			8.00%						2/26/2026			4,102			4,099			4,102
									Member Units			(8)			02/26/2018			1,087																					2,860			6,480
									Member Units			(8) (23)			11/02/2018			261,786																					443			743
																																							7,367			11,325
Charps, LLC						Pipeline Maintenance and Construction
									Preferred Member Units			(8)			02/03/2017			457																					491			3,500
Clad-Rex Steel, LLC						Specialty Manufacturer of Vinyl-Clad Metal
									Secured Debt						12/20/2016						11.50%												1/15/2024			2,200			2,200			2,163
									Secured Debt						12/20/2016						10.00%												12/20/2036			256			253			253
									Member Units			(8)			12/20/2016			179																					1,820			1,400
									Member Units			(23)			12/20/2016			200																					127			282
																																							4,400			4,098
Cody Pools, Inc.						Designer of Residential and Commercial Pools
									Secured Debt			(37)			03/06/2020																		12/17/2026			—			(2)			—
									Secured Debt						03/06/2020						12.50%												12/17/2026			7,377			7,352			7,377
									Preferred Member Units			(8) (23)			03/06/2020			147																					2,079			17,290
																																							9,429			24,667
Colonial Electric Company LLC						Provider of Electrical Contracting Services
									Secured Debt			(37)			03/31/2021																		3/31/2026			—			—			—
									Secured Debt						03/31/2021						12.00%												3/31/2026			5,591			5,519			5,442

6

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

September 30, 2023

(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						06/27/2023			240																					240			600
									Preferred Member Units						03/31/2021			4,320																					1,920			1,920
																																							7,679			7,962
Datacom, LLC						Technology and Telecommunications Provider
									Secured Debt						03/01/2022						7.50%												12/31/2025			60			59			59
									Secured Debt						03/31/2021						10.00%												12/31/2025			936			889			846
									Preferred Member Units			(8)			03/31/2021			1,000																					290			30
																																							1,238			935
Digital Products Holdings LLC						Designer and Distributor of Consumer Electronics
									Secured Debt			(9) (25)			04/01/2018						15.38%			SF+			10.00%						4/27/2026			3,718			3,686			3,669
									Preferred Member Units			(8)			04/01/2018			964																					2,375			2,459
																																							6,061			6,128
Direct Marketing Solutions, Inc.						Provider of Omni-Channel Direct Marketing Services
									Secured Debt						02/13/2018						14.00%												2/13/2026			225			221			225
									Secured Debt						12/27/2022						14.00%												2/13/2026			5,085			5,054			5,085
									Preferred Stock			(8)			02/13/2018			2,100																					2,100			5,340
																																							7,375			10,650
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)			07/31/2015			6.0%																					5,328			4,873
Gamber-Johnson Holdings, LLC						Manufacturer of Ruggedized Computer Mounting Systems
									Secured Debt			(9) (25) (36) (37)			06/24/2016									SF+			7.50%						1/1/2028			—			—			—
									Secured Debt			(9) (25) (36)			12/15/2022						10.50%			SF+			7.50%						1/1/2028			14,120			13,916			14,120
									Member Units			(8)			06/24/2016			2,261																					4,423			20,400
																																							18,339			34,520
GFG Group, LLC						Grower and Distributor of a Variety of Plants and Products to Other Wholesalers, Retailers and Garden Centers
									Secured Debt						03/31/2021						8.00%												3/31/2026			2,636			2,595			2,636
									Preferred Member Units			(8)			03/31/2021			56																					1,225			2,600

7

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

September 30, 2023

(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)
																																							3,820			5,236
Gulf Publishing Holdings, LLC						Energy Industry Focused Media and Publishing
									Secured Debt			(9) (25) (37)			09/29/2017									SF+			9.50%						7/1/2027			—			—			—
									Secured Debt						07/01/2022						12.50%												7/1/2027			600			600			571
									Preferred Equity						07/01/2022			15,930																					1,400			700
									Member Units						04/29/2016			920																					920			—
																																							2,920			1,271
Harris Preston Fund Investments			(12) (13)			Investment Partnership
									LP Interests (HPEP 3, L.P.)			(8) (24)			08/09/2017			8.2%																					2,050			4,106
IG Investor, LLC						Military and Other Tactical Gear
									Secured Debt			(37)			06/21/2023																		6/21/2028			—			(28)			(28)
									Secured Debt						06/21/2023						13.00%												6/21/2028			9,426			9,162			9,162
									Common Equity						06/21/2023			3,600																					3,600			3,600
																																							12,734			12,734
Independent Pet Partners Intermediate Holdings, LLC			(10)			Omnichannel Retailer of Specialty Pet Products
									Common Equity						04/07/2023			6,436,566																					6,540			6,260
Integral Energy Services			(10)			Nuclear Power Staffing Services
									Secured Debt			(9) (25)			08/20/2021						13.01%			SF+			7.50%						8/20/2026			18,425			18,200			17,607
									Common Stock						08/20/2021			11,647																					1,584			330
																																							19,784			17,937
Kickhaefer Manufacturing Company, LLC						Precision Metal Parts Manufacturing
									Secured Debt						10/31/2018						12.00%												10/31/2026			4,950			4,931			4,950
									Secured Debt						10/31/2018						9.00%												10/31/2048			962			954			954
									Preferred Equity						10/31/2018			145																					3,060			2,210
									Member Units			(8) (23)			10/31/2018			200																					248			715
																																							9,193			8,829
MH Corbin Holding LLC						Manufacturer and Distributor of Traffic Safety Products
									Secured Debt			(17)			08/31/2015						13.00%												12/31/2022			1,370			1,370			1,276
									Preferred Member Units						03/15/2019			16,500																					1,100			80
									Preferred Member Units						09/01/2015			1,000																					1,500			—
																																							3,970			1,356
Mystic Logistics Holdings, LLC						Logistics and Distribution Services Provider for Large Volume Mailers
									Secured Debt			(37)			08/18/2014																		1/31/2024			—			—			—

8

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

September 30, 2023

(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						08/18/2014						10.00%												1/31/2024			1,436			1,436			1,436
									Common Stock			(8)			08/18/2014			1,468																					680			6,788
																																							2,116			8,224
NexRev LLC						Provider of Energy Efficiency Products & Services
									Secured Debt			(37)			02/28/2018																		2/28/2025			—			—			—
									Secured Debt						02/28/2018						10.00%												2/28/2025			2,453			2,431			2,431
									Preferred Member Units			(8)			02/28/2018			25,786,046																					2,053			1,590
																																							4,484			4,021
NuStep, LLC						Designer, Manufacturer and Distributor of Fitness Equipment
									Secured Debt			(9) (25)			01/31/2017						11.98%			SF+			6.50%						1/31/2025			900			898			898
									Secured Debt						01/31/2017						12.00%												1/31/2025			4,610			4,606			4,606
									Preferred Member Units						01/31/2017			102																					2,550			2,310
									Preferred Member Units						11/02/2022			515																					515			1,290
																																							8,569			9,104
Oneliance, LLC						Construction Cleaning Company
									Secured Debt			(9) (25)			08/06/2021						16.48%			SF+			11.00%						8/6/2026			1,380			1,364			1,357
									Preferred Stock						08/06/2021			282																					282			282
																																							1,646			1,639
Orttech Holdings, LLC						Distributor of Industrial Clutches, Brakes and Other Components
									Secured Debt			(9) (25) (37)			07/30/2021									SF+			11.00%						7/31/2026			—			(2)			—
									Secured Debt			(9) (25)			07/30/2021						16.48%			SF+			11.00%						7/31/2026			5,550			5,486			5,550
									Preferred Stock			(8) (23)			07/30/2021			2,500																					2,500			4,260
																																							7,984			9,810
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			3,840			3,791			3,748
									Preferred Equity						12/15/2021			1,230																					1,230			310
																																							5,015			4,052
SI East, LLC						Rigid Industrial Packaging Manufacturing
									Secured Debt						08/31/2018						11.25%												6/16/2028			625			619			625
									Secured Debt						06/16/2023						12.49%												6/16/2028			18,179			18,009			18,179
									Preferred Member Units			(8)			08/31/2018			55																					508			5,840
																																							19,136			24,644
Student Resource Center, LLC			(10)			Higher Education Services
									Secured Debt						12/31/2022						8.50%									8.50%			12/31/2027			5,918			5,426			5,298
									Preferred Equity						12/31/2022			6,564,055																					—			139

9

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

September 30, 2023

(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)
																																							5,426			5,437
Tedder Industries, LLC						Manufacturer of Firearm Holsters and Accessories
									Secured Debt			(17)			08/31/2018						12.00%												8/31/2023			460			460			446
									Secured Debt			(17)			08/31/2018						12.00%												8/31/2023			3,800			3,800			3,681
									Preferred Member Units						08/31/2018			136																					2,311			900
									Preferred Member Units						02/01/2023			1,062																					106			150
									Preferred Member Units						08/28/2023			1,200																					120			300
																																							6,797			5,477
Trantech Radiator Topco, LLC						Transformer Cooling Products and Services
									Secured Debt			(37)			05/31/2019																		5/31/2024			—			(2)			—
									Secured Debt						05/31/2019						12.00%												5/31/2024			1,980			1,972			1,980
									Common Stock			(8)			05/31/2019			154																					1,164			3,350
																																							3,134			5,330
VVS Holdco LLC						Omnichannel Retailer of Animal Health Products
									Secured Debt			(9) (23) (25) (37)			12/01/2021									SF+			6.00%						12/1/2023			—			(1)			(1)
									Secured Debt			(23)			12/01/2021						11.50%												12/1/2026			7,050			6,915			6,915
									Preferred Equity			(8) (23)			12/01/2021			2,960																					2,960			2,960
																																							9,874			9,874
Subtotal Affiliate Investments (45.0% of net assets at fair value)																																							$	218,636		$	275,889
Non-Control/Non-Affiliate Investments (7)
AAC Holdings, Inc.			(11)			Substance Abuse Treatment Service Provider
									Secured Debt						01/31/2023						18.00%									18.00%			6/25/2025			$	144		$	143		$	135
									Secured Debt						12/11/2020						18.00%									18.00%			6/25/2025			4,788			4,641			4,501
									Common Stock						12/11/2020			593,927																					3,148			—
									Warrants			(27)			12/11/2020			197,717															12/11/2025						—			—
																																							7,932			4,636
AB Centers Acquisition Corporation			(10)			Applied Behavior Analysis Therapy Provider
									Secured Debt			(9)			09/06/2022						13.50%			P+			5.00%						9/6/2028			198			177			198
									Secured Debt			(9) (25) (37)			09/06/2022									SF+			6.00%						9/6/2028			—			(16)			(16)
									Secured Debt			(9) (25)			09/06/2022						11.42%			SF+			6.00%						9/6/2028			2,316			2,226			2,316
									Secured Debt			(9) (25)			06/21/2023						11.42%			SF+			6.00%						9/6/2028			776			746			776
																																							3,133			3,274
Acumera, Inc.			(10)			Managed Security Service Provider
									Secured Debt			(9) (25) (37)			06/07/2023									SF+			7.50%						6/7/2028			—			(8)			(8)
									Secured Debt			(9) (25)			06/07/2023						12.99%			SF+			7.50%						6/7/2028			12,073			11,969			12,073
									Warrants			(40)			06/07/2023			14,953															5/19/2028						—			90
																																							11,961			12,155

10

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

September 30, 2023

(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)
Adams Publishing Group, LLC			(10)			Local Newspaper Operator
									Secured Debt			(9) (25) (36)			03/11/2022						11.00%			SF+			7.00%			1.00%			3/11/2027			849			849			839
									Secured Debt			(9) (25) (36)			03/11/2022						11.00%			SF+			7.00%			1.00%			3/11/2027			2,678			2,672			2,646
																																							3,521			3,485
ADS Tactical, Inc.			(11)			Value-Added Logistics and Supply Chain Provider to the Defense Industry
									Secured Debt			(9) (25)			03/29/2021						11.18%			SF+			5.75%						3/19/2026			7,510			7,426			7,388
AMEREQUIP LLC.			(10)			Full Service Provider of Comprehensive Commercial Production Services, Including the Design, Engineering, and Manufacturing of Products It
									Secured Debt			(9) (25) (37)			08/31/2022									SF+			7.40%						8/31/2027			—			—			—
									Secured Debt			(9) (25)			08/31/2022						12.87%			SF+			7.40%						8/31/2027			1,738			1,738			1,738
									Common Stock			(8)			08/31/2022			11																					83			90
																																							1,821			1,828
American Health Staffing Group, Inc.			(10)			Healthcare Temporary Staffing
									Secured Debt			(9) (37)			11/19/2021									L+			6.00%						11/19/2026			—			(11)			(11)
									Secured Debt			(9)			11/19/2021						11.43%			L+			6.00%						11/19/2026			8,208			8,157			8,208
																																							8,146			8,197
American Nuts, LLC			(10)			Roaster, Mixer and Packager of Bulk Nuts and Seeds
									Secured Debt			(9) (25)			03/11/2022						15.15%			SF+			8.75%			1.00%			4/10/2026			4,281			4,257			3,548
									Secured Debt			(9) (25)			03/11/2022						15.15%			SF+			8.75%			1.00%			4/10/2026			—			—			—
									Secured Debt			(9) (14) (25)			03/11/2022						17.15%			SF+			10.75%			1.00%			4/10/2026			4,270			4,244			2,332
									Secured Debt			(9) (14) (25)			03/11/2022						17.15%			SF+			10.75%			1.00%			4/10/2026			—			—			—
																																							8,501			5,880
American Teleconferencing Services, Ltd.			(11)			Provider of Audio Conferencing and Video Collaboration Solutions
									Secured Debt			(14) (17)			09/17/2021						7.50%			L+			6.50%						4/7/2023			2,425			2,375			109
									Secured Debt			(9) (14) (17)			05/19/2016						7.50%			L+			6.50%						6/8/2023			11,693			11,451			526
																																							13,826			635
ArborWorks, LLC			(10)			Vegetation Management Services
									Secured Debt			(9) (14) (25)			11/09/2021						15.43%			SF+			7.00%			3.00%			11/9/2026			3,710			3,661			2,071
									Secured Debt			(9) (14) (25)			11/09/2021						15.43%			SF+			7.00%			3.00%			11/9/2026			15,807			15,579			8,822
									Common Equity						11/09/2021			124																					124			—
																																							19,364			10,893

11

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

September 30, 2023

(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)
Archer Systems, LLC			(10)			Mass Tort Settlement Administration Solutions Provider
									Secured Debt			(9) (25) (37)			08/11/2022									SF+			6.00%						8/11/2027			—			(4)			(4)
									Secured Debt			(9) (25)			08/11/2022						11.54%			SF+			6.00%						8/11/2027			1,776			1,749			1,776
									Common Stock						08/11/2022			62,402																					62			90
																																							1,807			1,862
ATS Operating, LLC			(10)			For-Profit Thrift Retailer
									Secured Debt			(9) (25)			01/18/2022						12.01%			SF+			6.50%						1/18/2027			100			100			100
									Secured Debt			(9) (25)			01/18/2022						11.01%			SF+			5.50%						1/18/2027			925			910			925
									Secured Debt			(9) (25)			01/18/2022						13.01%			SF+			7.50%						1/18/2027			925			910			925
									Common Stock						01/18/2022			100,000																					100			80
																																							2,020			2,030
AVEX Aviation Holdings, LLC			(10)			Specialty Aircraft Dealer & MRO Provider
									Secured Debt			(9) (25)			12/23/2022						12.67%			SF+			7.25%						12/23/2027			205			187			198
									Secured Debt			(9) (25)			12/23/2022						12.80%			SF+			7.25%						12/23/2027			3,434			3,332			3,327
									Common Equity						12/15/2021			137																					134			124
																																							3,653			3,649
BBB Tank Services, LLC						Maintenance, Repair and Construction Services to the Above-Ground Storage Tank Market
									Unsecured Debt			(9) (17)			04/08/2016						16.44%			L+			11.00%						4/8/2021			150			150			150
									Unsecured Debt			(9) (17)			04/08/2016						16.44%			L+			11.00%						4/8/2021			1,000			1,000			550
									Member Units						04/08/2016			200,000																					200			—
									Preferred Stock (non-voting)						12/17/2018						15.00%									15.00%									41			—
																																							1,391			700
Berry Aviation, Inc.			(10)			Charter Airline Services
									Preferred Member Units			(8) (23)			07/06/2018			1,548,387																					—			2,820
									Preferred Member Units			(8) (23)			11/12/2019			122,416																					—			220
																																							—			3,040
Bettercloud, Inc.			(10)			SaaS Provider of Workflow Management and Business Application Solutions
									Secured Debt			(9) (25) (37)			06/30/2022									SF+			7.25%						6/30/2028			—			(19)			(19)
									Secured Debt			(9) (25)			06/30/2022						12.67%			SF+			7.25%			6.25%			6/30/2028			8,401			8,278			8,053
																																							8,259			8,034
Binswanger Enterprises, LLC			(10)			Glass Repair and Installation Service Provider
									Member Units						03/10/2017			1,050,000																					1,050			20
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			2,650			2,650			2,491

12

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

September 30, 2023

(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) (25)			08/28/2020						13.94%			SF+			8.50%			12.94%			8/28/2025			3,815			3,082			3,586
									Common Stock						10/01/2020			700,446																					—			1,104
									Warrants			(27)			10/19/2022			175,110															10/19/2032						1,111			279
																																							6,843			7,460
Boccella Precast Products LLC						Manufacturer of Precast Hollow Core Concrete
									Secured Debt						09/23/2021						10.00%												2/28/2027			80			80			80
									Member Units						06/30/2017			540,000																					564			533
																																							644			613
Bond Brand Loyalty ULC			(10) (13) (21)			Provider of Loyalty Marketing Services
									Secured Debt			(9) (25) (37)			05/01/2023									SF+			7.00%						5/1/2028			—			(17)			(17)
									Secured Debt			(9) (25)			05/01/2023						11.40%			SF+			6.00%						5/1/2028			4,050			3,976			4,009
									Secured Debt			(9) (25)			05/01/2023						13.40%			SF+			8.00%						5/1/2028			4,050			3,976			4,009
									Common Equity						05/01/2023			360																					360			360
																																							8,295			8,361
Brightwood Capital Fund Investments			(12) (13)			Investment Partnership
									LP Interests (Brightwood Capital Fund III, LP)			(24)			07/21/2014			0.5%																					2,270			1,407
									LP Interests (Brightwood Capital Fund IV, LP)			(8) (24)			10/26/2016			1.2%																					8,737			9,322
																																							11,007			10,729
Buca C, LLC						Casual Restaurant Group
									Secured Debt			(17)			06/30/2015						12.00%												8/31/2023			11,490			11,490			8,292
									Preferred Member Units						06/30/2015			4			6.00%									6.00%									3,040			—
																																							14,530			8,292
Burning Glass Intermediate Holding Company, Inc.			(10)			Provider of Skills-Based Labor Market Analytics
									Secured Debt			(9) (25)			06/14/2021						10.42%			SF+			5.00%						6/10/2026			310			295			310
									Secured Debt			(9) (25)			06/14/2021						10.42%			SF+			5.00%						6/10/2028			13,154			12,995			13,154
																																							13,290			13,464
Cadence Aerospace LLC			(10)			Aerostructure Manufacturing
									Secured Debt			(9) (25)			11/14/2017						12.07%			SF+			6.50%						11/14/2024			5,003			4,998			5,003
									Secured Debt			(9) (25)			11/14/2017						12.07%			SF+			6.50%						11/14/2024			1,557			1,555			1,557
									Secured Debt			(9) (25)			11/14/2017						12.07%			SF+			6.50%						11/14/2024			—			—			—
									Secured Debt			(9) (25)			11/14/2017						12.07%			SF+			6.50%						11/14/2024			—			—			—
									Secured Debt			(9) (25)			11/14/2017						12.07%			SF+			6.50%						11/14/2024			54			54			54
																																							6,607			6,614
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																					—			—

13

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

September 30, 2023

(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)
																																							379			379
Camin Cargo Control, Inc.			(11)			Provider of Mission Critical Inspection, Testing and Fuel Treatment Services
									Secured Debt			(9) (25)			06/14/2021						11.93%			SF+			6.50%						6/4/2026			7,569			7,525			7,304
Career Team Holdings, LLC						Provider of Workforce Training and Career Development Services
									Secured Debt			(9) (25) (37)			12/17/2021									SF+			6.00%						12/17/2026			—			(4)			(4)
									Secured Debt						12/17/2021						12.50%												12/17/2026			2,240			2,197			2,197
									Common Stock						12/17/2021			50,000																					500			500
																																							2,693			2,693
CaseWorthy, Inc.			(10)			SaaS Provider of Case Management Solutions
									Secured Debt			(9) (25) (37)			05/18/2022									SF+			6.00%						5/18/2027			—			(3)			(3)
									Secured Debt			(9) (25)			05/18/2022						11.65%			SF+			6.00%						5/18/2027			2,594			2,572			2,594
									Secured Debt			(9) (25)			05/18/2022						11.65%			SF+			6.00%						5/18/2027			1,995			1,980			1,995
									Common Equity						12/30/2022			80,000																					80			80
																																							4,629			4,666
Channel Partners Intermediateco, LLC			(10)			Outsourced Consumer Services Provider
									Secured Debt			(9) (25) (29)			02/07/2022						12.58%			SF+			7.00%						2/7/2027			286			269			276
									Secured Debt			(9) (25)			02/07/2022						12.53%			SF+			7.00%						2/7/2027			3,369			3,322			3,260
									Secured Debt			(9) (25)			06/24/2022						12.53%			SF+			7.00%						2/7/2027			187			184			181
									Secured Debt			(9) (25)			03/27/2023						12.53%			SF+			7.00%						2/7/2027			451			441			436
																																							4,216			4,153
Clarius BIGS, LLC			(10)			Prints & Advertising Film Financing
									Secured Debt			(14) (17)			09/23/2014						15.00%									15.00%			1/5/2015			2,720			2,376			19
Classic H&G Holdings, LLC						Provider of Engineered Packaging Solutions
									Secured Debt			(9) (25)			03/12/2020						11.50%			SF+			6.00%						3/12/2025			1,140			1,131			1,140
									Secured Debt						03/12/2020						8.00%												3/12/2025			4,819			4,773			4,819
									Preferred Member Units			(8)			03/12/2020			39																					1,440			4,000
																																							7,344			9,959
Computer Data Source, LLC			(10)			Third Party Maintenance Provider to the Data Center Ecosystem
									Secured Debt			(9) (25) (30)			08/06/2021						13.61%			SF+			8.00%						8/6/2026			4,167			4,119			4,003
									Secured Debt			(9) (25)			08/06/2021						13.52%			SF+			8.00%						8/6/2026			15,432			15,253			14,827
																																							19,372			18,830

14

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

September 30, 2023

(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)
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
Dalton US Inc.			(10)			Provider of Supplemental Labor Services
									Secured Debt			(9) (25) (31)			08/16/2022						13.92%			SF+			8.50%						8/16/2027			58			44			58
									Secured Debt			(9) (25)			08/16/2022						14.18%			SF+			8.50%						8/16/2027			290			285			290
									Secured Debt			(9) (25)			08/16/2022						13.92%			SF+			8.50%						8/16/2027			1,030			1,014			1,030
									Common Stock						08/16/2022			14																					14			14
																																							1,357			1,392
DMA Industries, LLC						Distributor of aftermarket ride control products
									Secured Debt						11/19/2021						12.00%												11/19/2026			5,000			4,933			5,000
									Preferred Equity						11/19/2021			1,486																					1,486			1,820
																																							6,419			6,820
DTE Enterprises, LLC			(10)			Industrial Powertrain Repair and Services
									Class A Preferred Member Units						04/13/2018			776,316			8.00%									8.00%									776			260
									Class AA Preferred Member Units (non-voting)			(8)			04/13/2018			723,684			10.00%									10.00%									1,252			1,251
																																							2,028			1,511
Dynamic Communities, LLC			(10)			Developer of Business Events and Online Community Groups
									Secured Debt			(9) (25)			12/20/2022						9.91%			SF+			4.50%			9.91%			12/31/2026			2,005			1,846			1,846
									Secured Debt			(9) (25)			12/20/2022						11.91%			SF+			6.50%			11.91%			12/31/2026			2,031			1,797			1,561
									Preferred Equity						12/20/2022			125,000																					128			128
									Preferred Equity						12/20/2022			2,376,241																					—			—
									Common Equity						12/20/2022			1,250,000																					—			—
																																							3,771			3,535
Elgin AcquireCo, LLC						Manufacturer and Distributor of Engine and Chassis Components
									Secured Debt			(9) (25) (37)			10/03/2022									SF+			6.00%						10/3/2027			—			—			—
									Secured Debt						10/03/2022						12.00%												10/3/2027			1,227			1,198			1,198
									Secured Debt						10/03/2022						9.00%												10/3/2052			413			409			409
									Common Stock						10/03/2022			19																					374			390
									Common Stock			(23)			10/03/2022			61																					102			109
																																							2,083			2,106
Emerald Technologies Acquisition Co, Inc.			(11)			Design & Manufacturing

15

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

September 30, 2023

(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) (25)			02/10/2022						11.82%			SF+			6.25%						12/29/2027			2,406			2,371			2,310
Engineering Research & Consulting, LLC			(10)			Provider of Engineering & Consulting Services to US Department of Defense
									Secured Debt			(9) (37)			05/23/2022									P+			5.50%						5/23/2027			—			(12)			—
									Secured Debt			(9) (25)			05/23/2022						11.98%			SF+			6.50%						5/23/2028			5,121			5,045			5,121
																																							5,033			5,121
Escalent, Inc.			(10)			Market Research and Consulting Firm
									Secured Debt			(9) (25) (37)			04/07/2023									SF+			8.00%						4/6/2029			—			(10)			(10)
									Secured Debt			(9) (25)			04/07/2023						13.49%			SF+			8.00%						4/6/2029			6,959			6,767			6,890
									Common Equity						04/07/2023			170,998																					174			174
																																							6,931			7,054
Event Holdco, LLC			(10)			Event and Learning Management Software for Healthcare Organizations and Systems
									Secured Debt			(9) (23) (25)			12/22/2021						12.65%			SF+			7.00%						12/22/2026			308			306			308
									Secured Debt			(9) (23) (25)			12/22/2021						12.65%			SF+			7.00%						12/22/2026			3,692			3,668			3,692
																																							3,974			4,000
Flip Electronics LLC			(10)			Distributor of Hard-to-Find and Obsolete Electronic Components
									Secured Debt			(25)			03/24/2022						12.90%			SF+			7.50%						1/2/2026			1,091			1,091			1,091
									Secured Debt			(25)			01/04/2021						13.01%			SF+			7.50%						1/2/2026			6,873			6,789			6,873
									Secured Debt			(25)			01/04/2021						12.98%			SF+			7.50%						1/2/2026			5,455			5,334			5,455
																																							13,214			13,419
Hawk Ridge Systems, LLC						Value-Added Reseller of Engineering Design and Manufacturing Solutions
									Secured Debt			(9) (25)			12/02/2016						11.65%			SF+			6.00%						1/15/2026			450			448			450
									Secured Debt						12/02/2016						12.50%												1/15/2026			9,744			9,691			9,744
									Preferred Member Units			(8)			12/02/2016			56																					713			4,370
									Preferred Member Units			(23)			12/02/2016			56																					38			230
																																							10,890			14,794
HDC/HW Intermediate Holdings			(10)			Managed Services and Hosting Provider
									Secured Debt			(9) (25)			12/21/2018						14.34%			SF+			9.50%			14.34%			12/21/2023			198			198			182
									Secured Debt			(9) (25)			12/21/2018						14.34%			SF+			9.50%			14.34%			12/21/2023			1,964			1,962			1,804
																																							2,160			1,986
HEADLANDS OP-CO LLC			(10)			Clinical Trial Sites Operator
									Secured Debt			(9) (25) (37)			08/01/2022									SF+			6.50%						8/1/2027			—			(15)			(15)
									Secured Debt			(9) (25) (37)			08/01/2022									SF+			6.50%						8/1/2027			—			(15)			(15)

16

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

September 30, 2023

(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) (25)			08/01/2022						11.82%			SF+			6.50%						8/1/2027			4,950			4,874			4,950
																																							4,844			4,920
Hybrid Promotions, LLC			(10)			Wholesaler of Licensed, Branded and Private Label Apparel
									Secured Debt			(9) (25)			06/30/2021						15.76%			SF+			8.25%			2.00%			6/30/2026			7,924			7,786			6,549
IG Parent Corporation			(11)			Software Engineering
									Secured Debt			(9) (25) (37)			07/30/2021									SF+			5.75%						7/30/2026			—			(14)			—
									Secured Debt			(9) (25)			07/30/2021						11.17%			SF+			5.75%						7/30/2028			6,282			6,213			6,282
									Secured Debt			(9) (25)			07/30/2021						11.17%			SF+			5.75%						7/30/2028			1,947			1,925			1,947
																																							8,124			8,229
Imaging Business Machines, L.L.C.			(10)			Technology Hardware & Equipment
									Secured Debt			(9) (25)			06/08/2023						12.43%			SF+			7.00%						6/30/2028			988			988			978
									Secured Debt			(9) (25)			06/08/2023						12.45%			SF+			7.00%						6/30/2028			10,436			10,102			10,331
									Common Equity						06/08/2023			422																					580			580
																																							11,670			11,889
Implus Footcare, LLC			(10)			Provider of Footwear and Related Accessories
									Secured Debt			(9) (25)			06/01/2017						14.30%			SF+			7.75%			1.00%			7/31/2024			17,012			17,008			15,659
Industrial Services Acquisition, LLC			(10)			Industrial Cleaning Services
									Secured Debt			(9) (25) (32)			08/13/2021						12.35%			SF+			6.75%						8/13/2026			543			523			543
									Secured Debt			(9) (25)			08/13/2021						12.18%			SF+			6.75%						8/13/2026			11,465			11,349			11,465
									Preferred Member Units			(8) (23)			01/31/2018			336			10.00%									10.00%									316			366
									Preferred Member Units			(8) (23)			05/17/2019			187			20.00%									20.00%									233			243
									Member Units			(23)			06/17/2016			2,100																					2,100			1,440
																																							14,521			14,057
Infinity X1 Holdings, LLC						Manufacturer and Supplier of Personal Lighting Products
									Secured Debt						03/31/2023						13.00%												3/31/2028			4,444			4,365			4,365
									Preferred Equity						03/31/2023			20,000																					1,000			1,000
																																							5,365			5,365
Infolinks Media Buyco, LLC			(10)			Exclusive Placement Provider to the Advertising Ecosystem
									Secured Debt			(9) (25)			11/01/2021						11.17%			SF+			5.75%						11/1/2026			1,885			1,829			1,885
									Secured Debt			(9) (25)			11/01/2021						11.17%			SF+			5.75%						11/1/2026			10,660			10,528			10,660
																																							12,357			12,545
Insight Borrower Corporation			(10)			Test, Inspection, and Certification Instrument Provider

17

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

September 30, 2023

(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) (25) (37)			07/19/2023									SF+			6.25%						7/19/2028			—			(43)			(43)
									Secured Debt			(9) (25) (37)			07/19/2023									SF+			6.25%						7/19/2029			—			(34)			(34)
									Secured Debt			(9) (25)			07/19/2023						11.57%			SF+			6.25%						7/19/2029			8,373			8,132			8,132
									Common Equity						07/19/2023			47,847																					239			239
																																							8,294			8,294
Inspire Aesthetics Management, LLC			(10)			Surgical and Non-Surgical Plastic Surgery and Aesthetics Provider
									Secured Debt			(9) (25)			04/03/2023						13.49%			SF+			8.00%						4/3/2028			532			515			527
									Secured Debt			(9) (25)			04/03/2023						13.40%			SF+			8.00%						4/3/2028			6,272			6,122			6,208
									Secured Debt			(9) (25)			06/14/2023						13.40%			SF+			8.00%						4/3/2028			1,263			1,233			1,250
									Common Equity						04/03/2023			101,719																					322			322
																																							8,192			8,307
Interface Security Systems, L.L.C			(10)			Commercial Security & Alarm Services
									Secured Debt			(17) (25) (28)			12/09/2021						15.51%			SF+			10.00%			15.51%			8/7/2023			1,835			1,835			1,781
									Secured Debt			(9) (14) (17) (25)			08/07/2019						12.43%			SF+			7.00%			12.43%			8/7/2023			7,334			7,254			537
									Common Stock						12/07/2021			2,143																					—			—
																																							9,089			2,318
Intermedia Holdings, Inc.			(11)			Unified Communications as a Service
									Secured Debt			(9) (25)			08/03/2018						11.43%			SF+			6.00%						7/19/2025			5,557			5,552			5,300
Invincible Boat Company, LLC.			(10)			Manufacturer of Sport Fishing Boats
									Secured Debt			(9)			08/28/2019						12.15%			L+			6.50%						8/28/2025			311			308			302
									Secured Debt			(9)			08/28/2019						12.15%			L+			6.50%						8/28/2025			16,889			16,818			16,373
																																							17,126			16,675
INW Manufacturing, LLC			(11)			Manufacturer of Nutrition and Wellness Products
									Secured Debt			(9) (25)			05/19/2021						11.40%			SF+			5.75%						3/25/2027			6,750			6,622			5,310
Iron-Main Investments, LLC						Consumer Reporting Agency Providing Employment Background Checks and Drug Testing
									Secured Debt						08/02/2021						13.50%												1/31/2028			1,128			1,107			1,107
									Secured Debt						09/01/2021						13.50%												1/31/2028			785			770			770
									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			4,809			4,809
									Secured Debt						01/31/2023						13.50%												1/31/2028			2,691			2,566			2,566
									Common Stock						08/03/2021			50,753																					689			710
																																							12,177			12,198

18

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

September 30, 2023

(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)
Isagenix International, LLC			(11)			Direct Marketer of Health & Wellness Products
									Secured Debt			(9) (25)			04/13/2023						10.59%			SF+			5.50%			8.09%			4/14/2028			2,560			2,305			2,304
									Common Equity						04/13/2023			186,322																					—			—
																																							2,305			2,304
ITA Holdings Group, LLC						Air Ambulance Services
									Secured Debt			(25) (37)			06/21/2023									SF+			9.00%			2.00%			6/21/2027			—			(5)			(5)
									Secured Debt			(25) (37)			06/21/2023									SF+			9.00%			2.00%			6/21/2027			—			(2)			(2)
									Secured Debt			(25)			06/21/2023						15.40%			SF+			8.00%			2.00%			6/21/2027			1,079			819			819
									Secured Debt			(25)			06/21/2023						17.40%			SF+			10.00%			2.00%			6/21/2027			1,079			819			819
									Warrants			(27)			06/21/2023			48,327															6/21/2033						523			523
																																							2,154			2,154
Jackmont Hospitality, Inc.			(10)			Franchisee of Casual Dining Restaurants
									Secured Debt			(9) (25)			10/26/2022						12.45%			SF+			7.00%						11/4/2024			1,692			1,658			1,683
									Secured Debt			(9) (25)			11/08/2021						12.43%			SF+			7.00%						11/4/2024			4,000			4,000			4,000
									Preferred Equity						11/08/2021			5,653,333																					216			990
																																							5,874			6,673
Joerns Healthcare, LLC			(11)			Manufacturer and Distributor of Health Care Equipment & Supplies
									Secured Debt			(14) (25)			11/15/2021						23.64%			SF+			18.00%			23.64%			1/31/2024			2,048			2,048			1,665
									Secured Debt			(14) (25)			08/21/2019						21.48%			SF+			16.00%			21.48%			8/21/2024			1,708			1,698			119
									Secured Debt			(14) (25)			08/21/2019						21.48%			SF+			16.00%			21.48%			8/21/2024			1,643			1,633			114
									Common Stock						08/21/2019			392,514																					3,678			—
																																							9,057			1,898
Johnson Downie Opco, LLC						Executive Search Services
									Secured Debt			(9) (25) (37)			12/10/2021									SF+			11.50%						12/10/2026			—			(3)			—
									Secured Debt			(9) (25)			12/10/2021						16.98%			SF+			11.50%						12/10/2026			1,040			1,026			1,040
									Preferred Equity			(8)			12/10/2021			350																					350			850
																																							1,373			1,890
JorVet Holdings, LLC						Supplier and Distributor of Veterinary Equipment and Supplies
									Secured Debt						03/28/2022						12.00%												3/28/2027			2,850			2,811			2,811
									Preferred Equity			(8)			03/28/2022			11,934																					1,193			1,193
																																							4,004			4,004
JTI Electrical & Mechanical, LLC			(10)			Electrical, Mechanical and Automation Services
									Secured Debt			(9) (25)			12/22/2021						11.59%			SF+			6.00%						12/22/2026			140			131			140
									Secured Debt			(9) (25)			12/22/2021						11.66%			SF+			6.00%						12/22/2026			3,020			2,980			3,020

19

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

September 30, 2023

(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 Equity						12/22/2021			140,351																					140			190
																																							3,251			3,350
KMS, LLC			(10)			Wholesaler of Closeout and Value-priced Products
									Secured Debt			(9)			10/04/2021						15.75%			P+			7.25%						10/4/2026			1,309			1,246			1,191
									Secured Debt			(9)			10/04/2021						15.75%			P+			7.25%						10/4/2026			9,357			9,243			8,513
																																							10,489			9,704
Lightbox Holdings, L.P.			(11)			Provider of Commercial Real Estate Software
									Secured Debt			(25)			05/09/2019						10.65%			SF+			5.00%						5/9/2026			5,780			5,748			5,607
LL Management, Inc.			(10)			Medical Transportation Service Provider
									Secured Debt			(9) (25)			05/02/2019						12.67%			SF+			7.25%						9/25/2024			7,960			7,923			7,960
									Secured Debt			(9) (25)			05/02/2019						12.67%			SF+			7.25%						9/25/2024			5,246			5,221			5,246
									Secured Debt			(9) (25)			11/20/2020						12.67%			SF+			7.25%						9/25/2024			—			—			—
									Secured Debt			(9) (25)			02/26/2021						12.67%			SF+			7.25%						9/25/2024			871			867			871
									Secured Debt			(9) (25)			05/12/2022						12.67%			SF+			7.25%						9/25/2024			8,822			8,767			8,822
																																							22,778			22,899
LLFlex, LLC			(10)			Provider of Metal-Based Laminates
									Secured Debt			(9) (25)			08/16/2021						15.40%			SF+			9.00%			1.00%			8/16/2026			4,920			4,855			4,411
Logix Acquisition Company, LLC			(10)			Competitive Local Exchange Carrier
									Secured Debt			(9)			01/08/2018						11.48%			L+			5.75%						12/22/2024			11,552			11,218			9,256
Mako Steel, LP			(10)			Self-Storage Design & Construction
									Secured Debt			(9)			03/15/2021						12.56%			L+			7.25%						3/15/2026			811			771			811
									Secured Debt			(9) (25)			03/15/2021						12.56%			SF+			7.00%						3/15/2026			16,830			16,659			16,830
																																							17,430			17,641
MB2 Dental Solutions, LLC			(11)			Dental Partnership Organization
									Secured Debt			(9) (25)			01/28/2021						11.42%			SF+			6.00%						1/29/2027			2,811			2,775			2,811
									Secured Debt			(9) (25)			01/28/2021						11.42%			SF+			6.00%						1/29/2027			3,945			3,896			3,945
									Secured Debt			(9) (25)			01/28/2021						11.42%			SF+			6.00%						1/29/2027			3,472			3,429			3,472
									Secured Debt			(9) (25)			01/28/2021						11.42%			SF+			6.00%						1/29/2027			7,816			7,740			7,816
																																							17,840			18,044
Metalforming Holdings, LLC						Distributor of Sheet Metal Folding and Metal Forming Equipment
									Secured Debt			(37)			10/19/2022																		10/19/2024			—			(1)			(1)
									Secured Debt						10/19/2022						12.75%												10/19/2027			1,748			1,705			1,705
									Preferred Equity			(8)			10/19/2022			434,331			8.00%									8.00%									450			467
									Common Stock			(8)			10/19/2022			112,865																					113			100

20

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

September 30, 2023

(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)
																																							2,267			2,271
Microbe Formulas, LLC			(10)			Nutritional Supplements Provider
									Secured Debt			(9) (25) (37)			04/04/2022									SF+			6.25%						4/3/2028			—			(6)			(6)
									Secured Debt			(9) (25)			04/04/2022						11.42%			SF+			6.00%						4/3/2028			2,821			2,777			2,821
																																							2,771			2,815
Mills Fleet Farm Group, LLC			(10)			Omnichannel Retailer of Work, Farm and Lifestyle Merchandise
									Secured Debt			(9) (25)			10/24/2018						12.02%			SF+			6.50%						10/24/2024			18,769			18,645			17,991
MonitorUS Holding, LLC			(10) (13) (21)			SaaS Provider of Media Intelligence Services
									Secured Debt						05/24/2022						14.00%												5/24/2027			1,109			1,093			1,076
									Secured Debt						05/24/2022						14.00%												5/24/2027			2,882			2,838			3,019
									Secured Debt						05/24/2022						14.00%												5/24/2027			4,906			4,835			4,906
									Common Stock						08/30/2022			12,798,820																					256			160
																																							9,022			9,161
NinjaTrader, LLC			(10)			Operator of Futures Trading Platform
									Secured Debt			(9) (25) (37)			12/18/2019									SF+			6.25%						12/18/2024			—			(1)			—
									Secured Debt			(9) (25) (37)			12/18/2019									SF+			6.25%						12/18/2024			—			(15)			(15)
									Secured Debt			(9) (25)			12/18/2019						11.40%			SF+			6.00%						12/18/2024			10,991			10,925			10,991
																																							10,909			10,976
NTM Acquisition Corp.			(11)			Provider of B2B Travel Information Content
									Secured Debt			(9) (25)			07/12/2016						13.79%			SF+			7.25%			1.00%			6/7/2024			3,925			3,923			3,768
NWN Corporation			(10)			Value Added Reseller and Provider of Managed Services to a Diverse Set of Industries
									Secured Debt			(9) (25) (37)			05/07/2021									SF+			9.00%						5/7/2026			—			(38)			(39)
									Secured Debt			(9) (25)			05/07/2021						14.52%			SF+			9.00%			1.00%			5/7/2026			20,558			20,320			20,558
									Secured Debt						12/16/2022						20.00%									20.00%			8/6/2026			3,782			3,654			3,782
																																							23,936			24,301
Obra Capital, Inc			(11)			Alternative Asset Manager
									Secured Debt			(25)			10/10/2019						11.43%			SF+			6.00%						10/1/2026			7,217			6,854			5,990
Paragon Healthcare, Inc.			(10)			Infusion Therapy Treatment Provider
									Secured Debt			(9) (25) (37)			01/19/2022									SF+			5.75%						1/19/2027			—			(11)			—
									Secured Debt			(9) (25)			01/19/2022						11.17%			SF+			5.75%						1/19/2027			425			415			425
									Secured Debt			(9) (25)			01/19/2022						11.17%			SF+			5.75%						1/19/2027			2,469			2,421			2,469

21

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

September 30, 2023

(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)
																																							2,825			2,894
Power System Solutions			(10)			Backup Power Generation
									Secured Debt			(9) (25) (37)			06/07/2023									SF+			6.75%						6/7/2028			—			(37)			(37)
									Secured Debt			(9) (25) (37)			06/07/2023									SF+			6.75%						6/7/2028			—			(37)			(37)
									Secured Debt			(9) (25)			06/07/2023						12.03%			SF+			6.75%						6/7/2028			7,979			7,756			7,898
									Common Equity						06/07/2023			1,234																					532			532
																																							8,214			8,356
PrimeFlight Aviation Services			(10)			Air Freight & Logistics
									Secured Debt			(9) (25)			05/01/2023						11.87%			SF+			6.85%						5/1/2029			6,571			6,390			6,505
PTL US Bidco, Inc			(10) (13)			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) (21)			08/19/2022						14.22%			P+			6.75%						8/19/2027			260			251			256
									Secured Debt			(9) (25)			08/19/2022						13.39%			SF+			7.75%						8/19/2027			1,781			1,753			1,750
																																							2,004			2,006
RA Outdoors LLC			(10)			Software Solutions Provider for Outdoor Activity Management
									Secured Debt			(9) (25)			04/08/2021						12.64%			SF+			7.00%						4/8/2026			488			479			451
									Secured Debt			(9) (25)			04/08/2021						12.14%			SF+			6.75%						4/8/2026			12,917			12,819			11,943
																																							13,298			12,394
Research Now Group, Inc. and Survey Sampling International, LLC			(11)			Provider of Outsourced Online Surveying
									Secured Debt			(9) (25)			12/29/2017						11.13%			SF+			5.50%						12/20/2024			9,716			9,716			7,104
Richardson Sales Solutions			(10)			Business Services
									Secured Debt			(9) (25) (34)			08/24/2023						11.82%			SF+			6.50%						8/24/2028			1,061			1,006			1,006
									Secured Debt			(9) (25)			08/24/2023						11.82%			SF+			6.50%						8/24/2028			10,606			10,298			10,298
																																							11,304			11,304
RM Bidder, LLC			(10)			Scripted and Unscripted TV and Digital Programming Provider
									Member Units						11/12/2015			1,854																					31			10
									Warrants			(26)			11/12/2015			218,601															10/20/2025						284			—
																																							315			10
Roof Opco, LLC			(10)			Residential Re-Roofing/Repair
									Secured Debt			(9) (25) (37)			08/27/2021									SF+			6.50%						8/27/2026			—			(11)			—
									Secured Debt			(9) (25)			08/27/2021						12.01%			SF+			6.50%						8/27/2026			4,219			4,143			4,219

22

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

September 30, 2023

(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) (25)			08/27/2021						14.01%			SF+			8.50%						8/27/2026			4,219			4,143			4,219
																																							8,275			8,438
Rug Doctor, LLC.			(10)			Carpet Cleaning Products and Machinery
									Secured Debt			(9) (25)			07/16/2021						13.33%			SF+			5.75%			2.00%			11/16/2025			6,378			6,354			6,246
									Secured Debt			(9) (25)			07/16/2021						13.33%			SF+			5.75%			2.00%			11/16/2025			9,439			9,402			9,244
																																							15,756			15,490
SIB Holdings, LLC			(10)			Provider of Cost Reduction Services
									Secured Debt			(9) (25)			10/29/2021						11.81%			SF+			6.25%						10/29/2026			909			901			822
									Secured Debt			(9) (25)			10/29/2021						11.81%			SF+			6.25%						10/29/2026			1,917			1,881			1,738
									Secured Debt			(9) (25)			10/29/2021						11.81%			SF+			6.25%						10/29/2026			7,521			7,425			6,800
									Secured Debt			(9) (25)			10/29/2021						11.81%			SF+			6.25%						10/29/2026			571			564			517
									Secured Debt			(9) (25)			10/29/2021						11.81%			SF+			6.25%						10/29/2026			1,388			1,370			1,255
									Common Equity						10/29/2021			119,048																					250			55
																																							12,391			11,187
Slick Innovations, LLC						Text Message Marketing Platform
									Secured Debt						09/13/2018						14.00%												12/22/2027			3,040			2,946			3,040
									Common Stock			(8)			09/13/2018			17,500																					114			520
																																							3,060			3,560
South Coast Terminals Holdings, LLC			(10)			Specialty Toll Chemical Manufacturer
									Secured Debt			(9) (25) (37)			12/10/2021									SF+			6.25%						12/13/2026			—			(5)			(5)
									Secured Debt			(9) (25)			12/10/2021						11.95%			SF+			6.25%						12/13/2026			2,997			2,958			2,997
									Common Equity						12/10/2021			60,606																					61			75
																																							3,014			3,067
SPAU Holdings, LLC			(10)			Digital Photo Product Provider
									Secured Debt			(9) (25)			07/01/2022						13.11%			SF+			7.50%						7/1/2027			780			765			780
									Secured Debt			(9) (25)			07/01/2022						13.22%			SF+			7.50%						7/1/2027			4,950			4,877			4,950
									Common Stock						07/01/2022			200,000																					200			160
																																							5,842			5,890
Tex Tech Tennis, LLC			(10)			Sporting Goods & Textiles
									Preferred Equity			(23)			07/07/2021			1,000,000																					1,000			2,301
The Affiliati Network, LLC						Performance Marketing Solutions
									Secured Debt			(37)			08/09/2021																		8/9/2026			—			(3)			(3)
									Secured Debt						08/09/2021						13.00%												8/9/2026			1,980			1,954			1,938
									Preferred Stock			(8)			08/09/2021			320,000																					1,600			1,600
									Preferred Stock						09/01/2023			43,027																					43			43
																																							3,594			3,578
U.S. TelePacific Corp.			(11)			Provider of Communications and Managed Services

23

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MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

September 30, 2023

(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) (14) (25)			06/01/2023						6.00%			SF+			1.00%			6.00%			5/2/2026			6,802			2,739			2,691
									Secured Debt			(9) (14) (25)			06/01/2023						6.00%			SF+			1.00%			6.00%			5/2/2027			692			15			—
																																							2,754			2,691
USA DeBusk LLC			(10)			Provider of Industrial Cleaning Services
									Secured Debt			(9) (25)			10/22/2019						11.42%			SF+			6.00%						9/8/2026			17,876			17,729			17,876
									Secured Debt			(9) (25)			07/19/2023						11.92%			SF+			6.50%						9/8/2026			6,945			6,817			6,945
																																							24,546			24,821
UserZoom Technologies, Inc.			(10)			Provider of User Experience Research Automation Software
									Secured Debt			(9) (25)			01/11/2023						12.42%			SF+			7.50%						4/5/2029			3,000			2,920			3,000
Vistar Media, Inc.			(10)			Operator of Digital Out-of-Home Advertising Platform
									Preferred Stock						04/03/2019			70,207																					767			2,341
VORTEQ Coil Finishers, LLC			(10)			Specialty Coating of Aluminum and Light-Gauge Steel
									Common Equity			(8)			11/30/2021			769,231																					769			2,201
Wall Street Prep, Inc.			(10)			Financial Training Services
									Secured Debt			(9) (25) (37)			07/19/2021									SF+			7.00%						7/19/2026			—			(6)			(6)
									Secured Debt			(9) (25)			07/19/2021						12.40%			SF+			7.00%						7/19/2026			4,654			4,596			4,654
									Common Stock						07/19/2021			500,000																					500			580
																																							5,090			5,228
Watterson Brands, LLC			(10)			Facility Management Services
									Secured Debt			(9) (25) (35)			12/17/2021						11.79%			SF+			6.25%						12/17/2026			303			300			303
									Secured Debt			(9) (25)			12/17/2021						11.79%			SF+			6.25%						12/17/2026			53			46			53
									Secured Debt			(9) (25)			12/17/2021						11.79%			SF+			6.25%						12/17/2026			2,177			2,155			2,177
									Secured Debt			(9) (25)			12/17/2021						11.79%			SF+			6.25%						12/17/2026			1,965			1,944			1,965
																																							4,445			4,498
West Star Aviation Acquisition, LLC			(10)			Aircraft, Aircraft Engine and Engine Parts
									Secured Debt			(9) (25)			03/01/2022						11.39%			SF+			6.00%						3/1/2028			333			326			333
									Secured Debt			(9) (25)			03/01/2022						11.35%			SF+			6.00%						3/1/2028			2,955			2,911			2,955
									Common Stock						03/01/2022			200,000																					200			360
																																							3,437			3,648
Winter Services LLC			(10)			Provider of Snow Removal and Ice Management Services

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MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

September 30, 2023

(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) (25) (37)			11/19/2021									SF+			7.00%						11/19/2026			—			(35)			—
									Secured Debt			(9) (25)			11/19/2021						12.51%			SF+			7.00%						11/19/2026			2,583			2,523			2,583
									Secured Debt			(9) (25)			11/19/2021						12.51%			SF+			7.00%						11/19/2026			11,625			11,467			11,625
																																							13,955			14,208
World Micro Holdings, LLC						Supply Chain Management
									Secured Debt						12/12/2022						13.00%												12/12/2027			1,848			1,817			1,817
									Preferred Equity			(8)			12/12/2022			530																					530			530
																																							2,347			2,347
Xenon Arc, Inc.			(10)			Tech-enabled Distribution Services to Chemicals and Food Ingredients Primary Producers
									Secured Debt			(25)			12/17/2021						10.68%			SF+			5.25%						12/17/2026			199			195			199
									Secured Debt			(25)			12/17/2021						10.76%			SF+			5.25%						12/17/2027			1,194			1,168			1,194
									Secured Debt			(25)			12/17/2021						10.66%			SF+			5.25%						12/17/2027			2,358			2,327			2,358
																																							3,690			3,751
YS Garments, LLC			(11)			Designer and Provider of Branded Activewear
									Secured Debt			(9) (25)			08/22/2018						12.93%			SF+			7.50%						8/9/2026			5,677			5,569			5,128
Zips Car Wash, LLC			(10)			Express Car Wash Operator
									Secured Debt			(9) (25) (33)			02/11/2022						12.67%			SF+			7.25%						3/1/2024			2,356			2,345			2,209
									Secured Debt			(9) (25) (33)			02/11/2022						12.68%			SF+			7.25%						3/1/2024			591			590			555
																																							2,935			2,764
Subtotal Non-Control/Non-Affiliate Investments (126.1% of net assets at fair value)																																							$	802,779		$	773,858
Total Portfolio Investments, September 30, 2023 (179.9% of net assets at fair value)																																							$	1,065,140		$	1,103,813
Money market funds (included in cash and cash equivalents) (16)
Fidelity Government Portfolio Class III Fund (38)																																							$	1,816		$	1,816
First American Treasury Obligations Fund Class Z (39)																																							17,773			17,773
Total money market funds																																							$	19,589		$	19,589

___________________________________________________

(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.

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MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

September 30, 2023

(dollars in thousands)

(Unaudited)

(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, 92% of the loans (based on the par amount) contain LIBOR or Term SOFR (“SOFR”) floors which range between 0.75% and 2.00%, with a weighted-average floor of 1.10%.

(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)Short-term investments represent an investment in a fund that invests in highly liquid investments with average original maturity dates of three months or less. These short-term investments are included as Cash and cash equivalents on the Consolidated Balance Sheets.

(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 September 30, 2023.

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

(21)As of September 30, 2023, borrowings under the loan facility have multiple contracts that bear interest at either SOFR+7.75% or PRIME+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 the base rate applicable to the majority of the facility and the weighted-average rate for borrowings under the facility, as of September 30, 2023.

(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 September 30, 2023, SOFR based contracts in the portfolio had Adjustments ranging from 0.10% to 0.43%.

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MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

September 30, 2023

(dollars in thousands)

(Unaudited)

(26)Warrants are presented in equivalent units with a strike price of $14.28 per unit.

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

(28)As of September 30, 2023, borrowings under the loan facility bear 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 September 30, 2023.

(29)As of September 30, 2023, borrowings under the loan facility bear 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 September 30, 2023.

(30)As of September 30, 2023, borrowings under the loan facility bore interest at LIBOR+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 September 30, 2023.

(31)As of September 30, 2023, borrowings under the loan facility bore interest at SOFR+8.50% (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 September 30, 2023.

(32)As of September 30, 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 September 30, 2023.

(33)As of September 30, 2023, borrowings under the loan facility bear 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 September 30, 2023.

(34)As of September 30, 2023, borrowings under the loan facility bore interest at SOFR+6.50% (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 September 30, 2023.

(35)As of September 30, 2023, borrowings under the loan facility bore interest at SOFR+6.25% (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 September 30, 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 September 30, 2023. The position may earn a nominal unused facility fee on committed amounts.

(38)Effective yield as of September 30, 2023 was approximately 4.98% on the Fidelity Government Portfolio Class III Fund.

(39)Effective yield as of September 30, 2023 was approximately 5.21% 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.

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MSC INCOME FUND, INC.

Consolidated Schedule of Investments

December 31, 2022

(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)			(24)			07/17/2017			39.0%																					$	713		$	588
GRT Rubber Technologies LLC						Manufacturer of Engineered Rubber Products
									Secured Debt						12/21/2018						10.12%			L+			6.00%						12/21/2023			330			324			330
									Secured Debt						12/19/2014						12.12%			L+			8.00%						10/29/2026			19,944			19,753			19,943
									Member Units			(8)			12/19/2014			2,896																					6,435			21,890
																																							26,512			42,163
Harris Preston Fund Investments			(12) (13)			Investment Partnership
									LP Interests (2717 MH, L.P.)			(24)			10/01/2017			49.3%																					3,895			7,552
Subtotal Control Investments (8.3% of net assets at fair value)																																							$	31,120		$	50,303
Affiliate Investments (6)
AFG Capital Group, LLC						Provider of Rent-to-Own Financing Solutions and Services
									Preferred Member Units			(8)			11/07/2014			46																					$	300		$	2,350
Analytical Systems Keco Holdings, LLC						Manufacturer of Liquid and Gas Analyzers
									Secured Debt			(9)			08/16/2019									L+			10.00%						8/16/2024			—			(2)			(2)
									Secured Debt			(9)			08/16/2019						14.13%			L+			10.00%						8/16/2024			1,166			1,135			1,135
									Preferred Member Units						08/16/2019			800			14.13%																		800			—
									Preferred Member Units						05/20/2021			607																					607			880
									Warrants			(27)			08/16/2019			105															8/16/2029						79			—
																																							2,619			2,013
ATX Networks Corp.			(11)			Provider of Radio Frequency Management Equipment
									Secured Debt			(9)			09/01/2021						12.23%			L+			7.50%						9/1/2026			6,811			6,266			6,368
									Unsecured Debt						09/01/2021						10.00%									10.00%			9/1/2028			3,417			2,337			2,614
									Common Stock						09/01/2021			585																					—			3,290
																																							8,603			12,272
Barfly Ventures, LLC			(10)			Casual Restaurant Group
									Member Units						10/26/2020			12																					528			1,107
Batjer TopCo, LLC						HVAC Mechanical Contractor
									Secured Debt						03/07/2022																		3/31/2027			—			(1)			(1)
									Secured Debt						03/07/2022						11.00%												3/31/2027			1,225			1,205			1,205
									Preferred Stock			(8)			03/07/2022			453																					455			455
																																							1,659			1,659
Brewer Crane Holdings, LLC						Provider of Crane Rental and Operating Services
									Secured Debt			(9)			01/09/2018						14.12%			L+			10.00%						1/9/2023			1,491			1,491			1,491
									Preferred Member Units			(8)			01/09/2018			737																					1,070			1,770
																																							2,561			3,261

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MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

December 31, 2022

(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)
Centre Technologies Holdings, LLC						Provider of IT Hardware Services and Software Solutions
									Secured Debt			(9)			01/04/2019									L+			9.00%						1/4/2026			—			—			—
									Secured Debt			(9)			01/04/2019						13.13%			L+			9.00%						1/4/2026			3,758			3,731			3,731
									Preferred Member Units						01/04/2019			3,327																					1,531			2,170
																																							5,262			5,901
Chamberlin Holding LLC						Roofing and Waterproofing Specialty Contractor
									Secured Debt			(9)			02/26/2018									L+			6.00%						2/26/2023			—			—			—
									Secured Debt			(9)			02/26/2018						12.13%			L+			8.00%						2/26/2023			4,236			4,228			4,236
									Member Units			(8)			02/26/2018			1,087																					2,860			5,728
									Member Units			(8) (23)			11/02/2018			261,786																					443			678
																																							7,531			10,642
Charps, LLC						Pipeline Maintenance and Construction
									Preferred Member Units			(8)			02/03/2017			457																					491			3,330
Clad-Rex Steel, LLC						Specialty Manufacturer of Vinyl-Clad Metal
									Secured Debt			(9)			12/20/2016						13.23%			SF+			9.00%						1/15/2024			2,620			2,620			2,620
									Secured Debt						12/20/2016						10.00%												12/20/2036			262			260			260
									Member Units			(8)			12/20/2016			179																					1,820			2,060
									Member Units			(23)			12/20/2016			200																					53			152
																																							4,753			5,092
Cody Pools, Inc.						Designer of Residential and Commercial Pools
									Secured Debt			(9)			03/06/2020						15.38%			L+			10.50%						12/17/2026			273			261			273
									Secured Debt			(9)			03/06/2020						15.38%			L+			10.50%						12/17/2026			6,882			6,786			6,882
									Preferred Member Units			(8) (23)			03/06/2020			147																					2,079			14,550
																																							9,126			21,705
Colonial Electric Company LLC						Provider of Electrical Contracting Services
									Secured Debt						03/31/2021																		3/31/2026			—			—			—
									Secured Debt						03/31/2021						12.00%												3/31/2026			5,828			5,729			5,729
									Preferred Member Units			(8)			03/31/2021			4,320																					1,920			2,290
																																							7,649			8,019
Datacom, LLC						Technology and Telecommunications Provider
									Secured Debt						03/01/2022						7.50%												12/31/2025			25			25			25
									Secured Debt						03/31/2021						7.50%												12/31/2025			958			895			865
									Preferred Member Units			(8)			03/31/2021			1,000																					290			300
																																							1,210			1,190
Digital Products Holdings LLC						Designer and Distributor of Consumer Electronics
									Secured Debt			(9)			04/01/2018						14.13%			L+			10.00%						4/1/2023			3,883			3,878			3,878
									Preferred Member Units			(8)			04/01/2018			964																					2,375			2,459
																																							6,253			6,337
Direct Marketing Solutions, Inc.						Provider of Omni-Channel Direct Marketing Services
									Secured Debt			(9)			02/13/2018									L+			11.00%						2/13/2026			—			(5)			—
									Secured Debt			(9)			12/27/2022						15.13%			L+			11.00%						2/13/2026			5,352			5,306			5,352

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MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

December 31, 2022

(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			(8)			02/13/2018			2,100																					2,100			5,558
																																							7,401			10,910
Flame King Holdings, LLC						Propane Tank and Accessories Distributor
									Secured Debt			(9)			10/29/2021						10.75%			L+			6.50%						10/31/2026			1,900			1,885			1,900
									Secured Debt			(9)			10/29/2021						13.25%			L+			9.00%						10/31/2026			5,300			5,175			5,300
									Preferred Equity			(8)			10/29/2021			2,340																					2,600			4,400
																																							9,660			11,600
Freeport Financial Funds			(12) (13)			Investment Partnership
									LP Interests (Freeport First Lien Loan Fund III LP)			(8) (24)			07/31/2015			6.0%																					6,303			5,848
Gamber-Johnson Holdings, LLC						Manufacturer of Ruggedized Computer Mounting Systems
									Secured Debt			(9)			06/24/2016									SF+			8.50%						1/1/2028			—			—			—
									Secured Debt			(9)			12/15/2022						11.50%			SF+			8.50%						1/1/2028			16,020			15,747			16,020
									Member Units			(8)			06/24/2016			2,261																					4,423			12,720
																																							20,170			28,740
GFG Group, LLC						Grower and Distributor of a Variety of Plants and Products to Other Wholesalers, Retailers and Garden Centers
									Secured Debt						03/31/2021						9.00%												3/31/2026			2,836			2,779			2,836
									Preferred Member Units			(8)			03/31/2021			56																					1,225			1,790
																																							4,004			4,626
Gulf Publishing Holdings, LLC						Energy Industry Focused Media and Publishing
									Secured Debt			(9)			09/29/2017									L+			9.50%						7/1/2027			—			—			—
									Secured Debt						07/01/2022						12.50%												7/1/2027			600			600			571
									Preferred Equity						07/01/2022			15,930																					1,400			950
									Member Units						04/29/2016			920																					920			—
																																							2,920			1,521
Harris Preston Fund Investments			(12) (13)			Investment Partnership
									LP Interests (HPEP 3, L.P.)			(24)			08/09/2017			8.2%																					2,558			4,331
Kickhaefer Manufacturing Company, LLC						Precision Metal Parts Manufacturing
									Secured Debt						10/31/2018						11.50%												10/31/2023			5,104			5,075			5,093
									Secured Debt						10/31/2018						9.00%												10/31/2048			970			961			961
									Preferred Equity						10/31/2018			145																					3,060			1,800
									Member Units			(8) (23)			10/31/2018			200																					248			713
																																							9,344			8,567
Market Force Information, LLC						Provider of Customer Experience Management Services
									Secured Debt			(14)			07/28/2017						12.00%									12.00%			7/28/2023			6,520			6,463			403
									Member Units						07/28/2017			185,980																					4,160			—
																																							10,623			403
MH Corbin Holding LLC						Manufacturer and Distributor of Traffic Safety Products

30

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MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

December 31, 2022

(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						08/31/2015						13.00%												12/31/2022			1,539			1,539			1,137
									Preferred Member Units						03/15/2019			16,500																					1,100			—
									Preferred Member Units						09/01/2015			1,000																					1,500			—
																																							4,139			1,137
Mystic Logistics Holdings, LLC						Logistics and Distribution Services Provider for Large Volume Mailers
									Secured Debt						08/18/2014																		1/31/2024			—			—			—
									Secured Debt						08/18/2014						10.00%												1/31/2024			1,436			1,436			1,436
									Common Stock			(8)			08/18/2014			1,468																					680			5,708
																																							2,116			7,144
NexRev LLC						Provider of Energy Efficiency Products & Services
									Secured Debt						02/28/2018																		2/28/2025			—			—			—
									Secured Debt						02/28/2018						11.00%												2/28/2025			2,866			2,828			2,119
									Preferred Member Units			(8)			02/28/2018			25,786,046																					2,053			280
																																							4,881			2,399
NuStep, LLC						Designer, Manufacturer and Distributor of Fitness Equipment
									Secured Debt			(9)			01/31/2017						10.63%			L+			6.50%						1/31/2025			1,100			1,097			1,100
									Secured Debt						01/31/2017						12.00%												1/31/2025			4,610			4,603			4,603
									Preferred Member Units						01/31/2017			102																					2,550			2,010
									Preferred Member Units						11/02/2022			515																					515			1,290
																																							8,765			9,003
Oneliance, LLC						Construction Cleaning Company
									Secured Debt			(9)			08/06/2021						15.13%			L+			11.00%						8/6/2026			1,400			1,380			1,380
									Preferred Stock						08/06/2021			264																					264			264
																																							1,644			1,644
Orttech Holdings, LLC						Distributor of Industrial Clutches, Brakes and Other Components
									Secured Debt			(9)			07/30/2021									L+			11.00%						7/31/2026			—			(2)			(2)
									Secured Debt			(9)			07/30/2021						15.13%			L+			11.00%						7/31/2026			5,900			5,814			5,814
									Preferred Stock			(8) (23)			07/30/2021			2,500																					2,500			2,940
																																							8,312			8,752
Robbins Bros. Jewelry, Inc.						Bridal Jewelry Retailer
									Secured Debt			(9)			12/15/2021																		12/15/2026			—			(8)			(8)
									Secured Debt			(9)			12/15/2021						12.50%												12/15/2026			3,965			3,902			3,902
									Preferred Equity						12/15/2021			1,230																					1,230			1,650
																																							5,124			5,544
SI East, LLC						Rigid Industrial Packaging Manufacturing
									Secured Debt						08/31/2018																		8/31/2023			—			—			—
									Secured Debt						08/31/2018						9.50%												8/31/2023			29,929			29,795			29,929
									Preferred Member Units			(8)			08/31/2018			52																					406			4,550
																																							30,201			34,479
Sonic Systems International, LLC			(10)			Nuclear Power Staffing Services
									Secured Debt			(9)			08/20/2021						11.24%			L+			7.50%						8/20/2026			18,425			18,143			18,425
									Common Stock						08/20/2021			11,647																					1,584			1,490
																																							19,727			19,915
Student Resource Center, LLC			(10)			Higher Education Services

31

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MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

December 31, 2022

(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						12/31/2022						13.27%			L+			8.50%						12/31/2027			5,556			5,063			5,063
									Preferred Equity						12/31/2022			6,564,055																					—			—
																																							5,063			5,063
Tedder Industries, LLC						Manufacturer of Firearm Holsters and Accessories
									Secured Debt						08/31/2018						12.00%												8/31/2023			460			460			460
									Secured Debt						08/31/2018						12.00%												8/31/2023			3,800			3,797			3,780
									Preferred Member Units						08/31/2018			136																					2,311			1,920
																																							6,568			6,160
Trantech Radiator Topco, LLC						Transformer Cooling Products and Services
									Secured Debt						05/31/2019																		5/31/2024			—			(3)			—
									Secured Debt						05/31/2019						12.00%												5/31/2024			1,980			1,960			1,980
									Common Stock			(8)			05/31/2019			154																					1,164			1,950
																																							3,121			3,930
VVS Holdco LLC						Omnichannel Retailer of Animal Health Products
									Secured Debt			(9) (23)			12/01/2021									L+			6.00%						12/1/2023			—			(5)			(5)
									Secured Debt			(23)			12/01/2021						11.50%												12/1/2026			7,600			7,421			7,421
									Preferred Equity			(8) (23)			12/01/2021			2,960																					2,960			2,990
																																							10,376			10,406
Subtotal Affiliate Investments (45.4% of net assets at fair value)																																							$	241,565		$	277,000
Non-Control Investments (7)
AAC Holdings, Inc.			(11)			Substance Abuse Treatment Service Provider
									Secured Debt						12/11/2020						18.00%									18.00%			6/25/2025			$	4,173		$	3,963		$	4,110
									Common Stock						12/11/2020			593,927																					3,148			—
									Warrants			(27)			12/11/2020			197,717															12/11/2025						—			—
																																							7,111			4,110
AB Centers Acquisition Corporation			(10)			Applied Behavior Analysis Therapy Provider
									Secured Debt			(9)			09/06/2022									SF+			6.00%						9/6/2028			—			(5)			(5)
									Secured Debt			(9)			09/06/2022						10.20%			SF+			6.00%						9/6/2028			86			77			86
									Secured Debt			(9)			09/06/2022						10.58%			SF+			6.00%						9/6/2028			1,983			1,930			1,983
																																							2,002			2,064
Acumera, Inc.			(10)			Managed Security Service Provider
									Secured Debt			(9)			06/28/2022						13.88%			L+			9.50%						10/26/2027			4,616			4,511			4,616
									Secured Debt			(9)			06/28/2022						13.57%			L+			9.00%						10/26/2027			1,379			1,348			1,379
																																							5,859			5,995
Adams Publishing Group, LLC			(10)			Local Newspaper Operator
									Secured Debt			(9) (28)			03/11/2022						10.00%			L+			6.00%						3/11/2027			565			565			565
									Secured Debt			(9) (28)			03/11/2022						10.00%			L+			7.50%						3/11/2027			2,826			2,819			2,826
																																							3,384			3,391
ADS Tactical, Inc.			(11)			Value-Added Logistics and Supply Chain Provider to the Defense Industry
									Secured Debt			(9)			03/29/2021						10.14%			L+			5.75%						3/19/2026			9,125			8,996			8,213
AMEREQUIP LLC.			(10)			Full Service Provider of Comprehensive Commercial Production Services, Including the Design, Engineering, and Manufacturing of Products It

32

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MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

December 31, 2022

(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)			08/31/2022									SF+			7.40%						8/31/2027			—			—			—
									Secured Debt			(9)			08/31/2022						11.72%			SF+			7.40%						8/31/2027			2,026			2,026			2,025
									Common Stock						08/31/2022			11																					80			80
																																							2,106			2,105
American Health Staffing Group, Inc.			(10)			Healthcare Temporary Staffing
									Secured Debt			(9)			11/19/2021									L+			6.00%						11/19/2026			—			(13)			(13)
									Secured Debt			(9)			11/19/2021						11.12%			L+			6.00%						11/19/2026			8,271			8,206			8,271
																																							8,193			8,258
American Nuts, LLC			(10)			Roaster, Mixer and Packager of Bulk Nuts and Seeds
									Secured Debt			(9)			03/11/2022						10.46%			SF+			6.75%						4/10/2026			4,438			4,416			4,148
									Secured Debt			(9)			03/11/2022						12.46%			SF+			8.75%						4/10/2026			4,438			4,417			4,161
																																							8,833			8,309
American Teleconferencing Services, Ltd.			(11)			Provider of Audio Conferencing and Video Collaboration Solutions
									Secured Debt			(14)			09/17/2021						7.50%			L+			6.50%						1/31/2023			2,425			2,375			136
									Secured Debt			(9) (14)			05/19/2016						7.50%			L+			6.50%						6/8/2023			11,693			11,451			658
																																							13,826			794
ArborWorks, LLC			(10)			Vegetation Management Services
									Secured Debt			(9)			11/09/2021						13.41%			L+			9.00%						11/9/2026			2,484			2,427			2,095
									Secured Debt			(9)			11/09/2021						13.56%			L+			9.00%						11/9/2026			15,786			15,540			13,313
									Common Equity						11/09/2021			124																					124			—
																																							18,091			15,408
Archer Systems, LLC			(10)			Mass Tort Settlement Administration Solutions Provider
									Secured Debt			(9)			08/11/2022									SF+			6.50%						8/11/2027			—			(4)			(4)
									Secured Debt			(9)			08/11/2022						10.92%			SF+			6.50%						8/11/2027			2,205			2,165			2,170
									Common Stock						08/11/2022			62,402																					62			62
																																							2,223			2,228
ATS Operating, LLC			(10)			For-Profit Thrift Retailer
									Secured Debt			(9)			01/18/2022									SF+			5.50%						1/18/2027			—			—			—
									Secured Debt			(9)			01/18/2022						9.32%			SF+			5.50%						1/18/2027			925			907			914
									Secured Debt			(9)			01/18/2022						11.32%			SF+			7.50%						1/18/2027			925			907			916
									Common Stock						01/18/2022			100,000																					100			90
																																							1,914			1,920
AVEX Aviation Holdings, LLC			(10)			Specialty Aircraft Dealer
									Secured Debt			(9)			12/23/2022									SF+			7.25%						12/23/2027			—			(8)			(8)
									Secured Debt			(9)			12/23/2022						12.17%			SF+			7.25%						12/23/2027			4,038			3,876			3,876
									Common Equity						12/15/2021			50																					50			56
																																							3,918			3,924
BBB Tank Services, LLC						Maintenance, Repair and Construction Services to the Above-Ground Storage Tank Market
									Unsecured Debt			(9) (17)			04/08/2016						15.12%			L+			11.00%						4/8/2021			200			200			200
									Unsecured Debt			(9) (17)			04/08/2016						15.12%			L+			11.00%						4/8/2021			1,000			1,000			522
									Preferred Stock (non-voting)						12/17/2018						15.00%																		41			—
									Member Units						04/08/2016			200,000																					200			—
																																							1,441			722
Berry Aviation, Inc.			(10)			Charter Airline Services

33

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

December 31, 2022

(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						07/06/2018						12.00%									1.50%			1/6/2024			190			189			190
									Preferred Member Units			(8) (23)			07/06/2018			1,548,387			8.00%									8.00%									1,161			4,561
									Preferred Member Units			(8) (23)			11/12/2019			122,416												16.00%									—			270
																																							1,350			5,021
Bettercloud, Inc.			(10)			SaaS Provider of Workflow Management and Business Application Solutions
									Secured Debt			(9)			06/30/2022									SF+			1.00%			6.00%			6/30/2028			—			(22)			(22)
									Secured Debt			(9)			06/30/2022						11.40%			SF+			1.00%			6.00%			6/30/2028			7,991			7,848			7,991
																																							7,826			7,969
Binswanger Enterprises, LLC			(10)			Glass Repair and Installation Service Provider
									Member Units						03/10/2017			1,050,000																					1,050			420
Bluestem Brands, Inc.			(11)			Multi-Channel Retailer of General Merchandise
									Secured Debt			(9)			10/19/2022									L+			8.50%						8/28/2025			—			—			—
									Secured Debt			(9)			08/28/2020						12.94%			L+			8.50%						8/28/2025			3,473			2,455			3,366
									Common Stock			(8)			10/01/2020			700,446																					—			4,708
									Warrants			(27)			10/19/2022			175,110															10/19/2032						1,111			1,173
																																							3,566			9,247
Boccella Precast Products LLC						Manufacturer of Precast Hollow Core Concrete
									Secured Debt						09/23/2021						10.00%												2/28/2027			80			80			80
									Member Units			(8)			06/30/2017			540,000																					564			741
																																							644			821
Brightwood Capital Fund Investments			(12) (13)			Investment Partnership
									LP Interests (Brightwood Capital Fund III, LP)			(8) (24)			07/21/2014			0.5%																					2,449			1,576
									LP Interests (Brightwood Capital Fund IV, LP)			(8) (24)			10/26/2016			1.2%																					8,737			9,082
																																							11,186			10,658
Buca C, LLC						Casual Restaurant Group
									Secured Debt						06/30/2015						9.00%												6/30/2023			11,740			11,740			8,345
									Preferred Member Units						06/30/2015			4			6.00%									6.00%									3,040			—
																																							14,780			8,345
Burning Glass Intermediate Holding Company, Inc.			(10)			Provider of Skills-Based Labor Market Analytics
									Secured Debt			(9)			06/14/2021									L+			5.00%						6/10/2026			—			(19)			—
									Secured Debt			(9)			06/14/2021						8.91%			L+			5.00%						6/10/2028			13,255			13,070			13,255
																																							13,051			13,255
Cadence Aerospace LLC			(10)			Aerostructure Manufacturing
									Secured Debt			(9) (30)			11/14/2017						11.99%			L+			8.50%			0.01%			11/14/2023			20,112			20,066			20,112
CAI Software LLC						Provider of Specialized Enterprise Resource Planning Software
									Preferred Equity			(8)			12/13/2021			379,338																					379			379
									Preferred Equity						12/13/2021			126,446																					—			—

34

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MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

December 31, 2022

(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)
																																							379			379
Camin Cargo Control, Inc.			(11)			Provider of Mission Critical Inspection, Testing and Fuel Treatment Services
									Secured Debt			(9)			06/14/2021						10.88%			L+			6.50%						6/4/2026			7,609			7,553			7,342
Career Team Holdings, LLC						Provider of Workforce Training and Career Development Services
									Secured Debt			(9)			12/17/2021									L+			6.00%						12/17/2026			—			(3)			(3)
									Secured Debt						12/17/2021						12.50%												12/17/2026			2,250			2,196			2,196
									Common Stock						12/17/2021			50,000																					500			500
																																							2,693			2,693
CaseWorthy, Inc.			(10)			SaaS Provider of Case Management Solutions
									Secured Debt			(9)			05/18/2022									L+			6.00%						5/18/2027			—			(4)			(4)
									Secured Debt			(9)			05/18/2022						10.73%			L+			6.00%						5/18/2027			2,600			2,574			2,574
									Secured Debt			(9)			05/18/2022						10.48%			L+			5.75%						5/18/2027			1,995			1,977			1,995
									Common Equity						12/30/2022			80,000																					80			80
																																							4,627			4,645
Channel Partners Intermediateco, LLC			(10)			Outsourced Consumer Services Provider
									Secured Debt			(9) (34)			02/07/2022						10.72%			SF+			6.25%						2/7/2027			172			162			169
									Secured Debt			(9) (35)			02/07/2022						10.71%			SF+			6.25%						2/7/2027			3,591			3,530			3,539
																																							3,692			3,708
Clarius BIGS, LLC			(10)			Prints & Advertising Film Financing
									Secured Debt			(14) (17)			09/23/2014						15.00%									15.00%			1/5/2015			2,747			2,403			19
Classic H&G Holdings, LLC						Provider of Engineered Packaging Solutions
									Secured Debt			(9)			03/12/2020						9.75%			L+			6.00%						3/12/2025			1,140			1,127			1,140
									Secured Debt						03/12/2020						8.00%												3/12/2025			4,819			4,754			4,819
									Preferred Member Units			(8)			03/12/2020			39																					1,440			6,160
																																							7,321			12,119
Computer Data Source, LLC			(10)			Third Party Maintenance Provider to the Data Center Ecosystem
									Secured Debt			(9) (36)			08/06/2021						12.56%			L+			8.00%						8/6/2026			4,167			4,106			3,851
									Secured Debt			(9)			08/06/2021						12.56%			L+			8.00%						8/6/2026			15,604			15,374			14,421
																																							19,480			18,272
Construction Supply Investments, LLC			(10)			Distribution Platform of Specialty Construction Materials to Professional Concrete and Masonry Contractors
									Member Units			(8)			12/29/2016			861,618																					3,335			21,165
Dalton US Inc.			(10)			Provider of Supplemental Labor Services
									Secured Debt			(9)			08/16/2022						11.90%			SF+			8.00%						8/16/2027			79			63			78
									Secured Debt			(9)			08/16/2022									SF+			8.00%						8/16/2027			—			(5)			(5)
									Secured Debt			(9)			08/16/2022						12.56%			SF+			8.00%						8/16/2027			1,035			1,016			1,020
									Common Stock						08/16/2022			14																					14			14
																																							1,088			1,107
DMA Industries, LLC						Distributor of aftermarket ride control products

35

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

December 31, 2022

(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						11/19/2021						12.00%												11/19/2026			5,300			5,217			5,300
									Preferred Equity						11/19/2021			1,486																					1,486			1,820
																																							6,703			7,120
DTE Enterprises, LLC			(10)			Industrial Powertrain Repair and Services
									Secured Debt			(9)			04/13/2018									L+			7.50%						4/13/2023			—			(1)			(1)
									Secured Debt			(9)			04/13/2018						12.24%			L+			7.50%						4/13/2023			6,119			6,110			5,978
									Class A Preferred Member Units						04/13/2018			776,316			8.00%									8.00%									776			380
									Class AA Preferred Member Units (non-voting)			(8)			04/13/2018						10.00%									10.00%									1,161			1,161
																																							8,046			7,518
Dynamic Communities, LLC			(10)			Developer of Business Events and Online Community Groups
									Secured Debt			(9)			12/20/2022						9.18%			SF+			4.50%			9.18%			12/31/2026			1,875			1,717			1,717
									Secured Debt			(9)			12/20/2022						11.18%			SF+			6.50%			11.18%			12/31/2026			1,875			1,642			1,642
									Preferred Equity						12/20/2022			125,000																					128			128
									Preferred Equity						12/20/2022			2,376,241																					—			—
									Common Equity						12/20/2022			1,250,000																					—			—
																																							3,487			3,487
Elgin AcquireCo, LLC						Manufacturer and Distributor of Engine and Chassis Components
									Secured Debt			(9)			10/03/2022									SF+			6.00%						10/3/2027			—			(1)			(1)
									Secured Debt						10/03/2022						12.00%												10/3/2027			1,227			1,192			1,192
									Secured Debt						10/03/2022						9.00%												10/3/2052			415			411			411
									Common Stock						10/03/2022			25																					497			497
									Common Stock			(23)			10/03/2022			61																					102			102
																																							2,201			2,201
Emerald Technologies Acquisition Co, Inc.			(11)			Design & Manufacturing
									Secured Debt			(9)			02/10/2022						10.67%			SF+			6.25%						2/10/2028			2,453			2,411			2,328
Engineering Research & Consulting, LLC			(10)			Provider of Engineering & Consulting Services to US Department of Defense
									Secured Debt			(9)			05/23/2022						11.68%			SF+			6.50%						5/23/2027			41			27			41
									Secured Debt			(9)			05/23/2022						10.92%			SF+			6.50%						5/23/2028			5,159			5,070			5,159
																																							5,097			5,200
EPIC Y-Grade Services, LP			(11)			NGL Transportation & Storage
									Secured Debt			(9)			06/22/2018						10.70%			L+			6.00%						6/30/2027			6,840			6,777			6,156
Event Holdco, LLC			(10)			Event and Learning Management Software for Healthcare Organizations and Systems
									Secured Debt			(9) (23)			12/22/2021						10.67%			L+			7.00%						12/22/2026			308			305			292
									Secured Debt			(9) (23)			12/22/2021						10.67%			L+			7.00%						12/22/2026			3,692			3,663			3,507
																																							3,968			3,799
Flip Electronics LLC			(10)			Distributor of Hard-to-Find and Obsolete Electronic Components
									Secured Debt			(9)			03/24/2022						11.21%			SF+			7.50%						1/2/2026			818			818			818
									Secured Debt			(9)			01/04/2021						12.19%			SF+			7.50%						1/2/2026			12,327			12,055			12,327
																																							12,873			13,145

36

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

December 31, 2022

(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)
Hawk Ridge Systems, LLC						Value-Added Reseller of Engineering Design and Manufacturing Solutions
									Secured Debt			(9)			12/02/2016						10.13%			L+			6.00%						1/15/2026			796			796			796
									Secured Debt						12/02/2016						9.00%												1/15/2026			8,200			8,147			8,200
									Preferred Member Units			(8)			12/02/2016			56																					713			4,370
									Preferred Member Units			(23)			12/02/2016			56																					38			230
																																							9,694			13,596
HDC/HW Intermediate Holdings			(10)			Managed Services and Hosting Provider
									Secured Debt			(9)			12/21/2018						14.34%			SF+			9.50%			2.00%			12/21/2023			180			179			175
									Secured Debt			(9)			12/21/2018						14.34%			SF+			9.50%			2.00%			12/21/2023			1,780			1,772			1,731
																																							1,951			1,906
HEADLANDS OP-CO LLC			(10)			Clinical Trial Sites Operator
									Secured Debt			(9)			08/01/2022									SF+			6.50%						8/1/2027			—			(18)			(18)
									Secured Debt			(9)			08/01/2022									SF+			6.50%						8/1/2027			—			(18)			(18)
									Secured Debt			(9)			08/01/2022						10.62%			SF+			6.50%						8/1/2027			4,975			4,884			4,975
																																							4,848			4,939
Hybrid Promotions, LLC			(10)			Wholesaler of Licensed, Branded and Private Label Apparel
									Secured Debt						06/30/2021						12.07%			SF+			8.25%						6/30/2026			7,875			7,762			6,826
IG Parent Corporation			(11)			Software Engineering
									Secured Debt			(9) (37)			07/30/2021						10.17%			SF+			5.75%						7/30/2026			465			447			465
									Secured Debt			(9)			07/30/2021						10.17%			SF+			5.75%						7/30/2028			8,291			8,186			8,291
																																							8,633			8,756
Implus Footcare, LLC			(10)			Provider of Footwear and Related Accessories
									Secured Debt			(9)			06/01/2017						13.98%			L+			7.75%			1.50%			4/30/2024			16,921			16,914			15,961
Independent Pet Partners Intermediate Holdings, LLC			(10)			Omnichannel Retailer of Specialty Pet Products
									Secured Debt			(14)			12/10/2020						6.00%									6.00%			11/20/2023			10,902			10,443			4,515
									Secured Debt						11/28/2022						14.42%			SF+			10.00%			14.42%			2/27/2023			481			459			459
									Preferred Stock (non-voting)						12/10/2020						6.00%									6.00%									2,470			—
									Preferred Stock (non-voting)						12/10/2020																								—			—
									Member Units						11/20/2018			1,191,667																					1,192			—
									Warrants						11/20/2018			185,757															11/19/2028						—			—
																																							14,564			4,974
Industrial Services Acquisition, LLC			(10)			Industrial Cleaning Services
									Secured Debt			(9)			08/13/2021						11.50%			L+			6.75%						8/13/2026			387			359			387
									Secured Debt			(9)			08/13/2021						11.50%			L+			6.75%						8/13/2026			10,871			10,738			10,871
									Preferred Member Units			(8) (23)			01/31/2018			336			10.00%									10.00%									301			338
									Preferred Member Units			(8) (23)			05/17/2019			187			20.00%									20.00%									215			217
									Member Units			(23)			06/17/2016			2,100																					2,100			1,400
																																							13,713			13,213
Infolinks Media Buyco, LLC			(10)			Exclusive Placement Provider to the Advertising Ecosystem
									Secured Debt			(9)			11/01/2021									L+			5.50%						11/1/2026			—			(48)			(48)

37

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

December 31, 2022

(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)			11/01/2021						10.23%			L+			5.50%						11/1/2026			10,742			10,576			10,742
																																							10,528			10,694
Interface Security Systems, L.L.C			(10)			Commercial Security & Alarm Services
									Secured Debt			(38)			12/09/2021						14.22%			L+			10.00%						8/7/2023			1,682			1,682			1,682
									Secured Debt			(9) (14)			08/07/2019						12.07%			L+			7.00%			1.00%			8/7/2023			7,334			7,254			1,085
									Common Stock						12/07/2021			2,143																					—			—
																																							8,936			2,767
Intermedia Holdings, Inc.			(11)			Unified Communications as a Service
									Secured Debt			(9)			08/03/2018						10.38%			L+			6.00%						7/19/2025			5,621			5,613			4,342
Invincible Boat Company, LLC.			(10)			Manufacturer of Sport Fishing Boats
									Secured Debt			(9)			08/28/2019						10.14%			L+			6.50%						8/28/2025			622			618			622
									Secured Debt			(9)			08/28/2019						10.17%			L+			6.50%						8/28/2025			17,148			17,050			17,148
																																							17,668			17,770
INW Manufacturing, LLC			(11)			Manufacturer of Nutrition and Wellness Products
									Secured Debt			(9)			05/19/2021						10.48%			L+			5.75%						3/25/2027			6,984			6,825			5,972
Iron-Main Investments, LLC						Consumer Reporting Agency Providing Employment Background Checks and Drug Testing
									Secured Debt						08/02/2021						12.50%												11/15/2026			1,133			1,108			1,108
									Secured Debt						09/01/2021						12.50%												11/15/2026			788			771			771
									Secured Debt						11/15/2021						12.50%												11/15/2026			2,236			2,236			2,236
									Secured Debt						11/15/2021						12.50%												11/15/2026			4,928			4,813			4,813
									Common Stock						08/03/2021			44,944																					449			449
																																							9,377			9,377
Isagenix International, LLC			(11)			Direct Marketer of Health & Wellness Products
									Secured Debt			(9) (14)			06/21/2018						9.93%			L+			7.75%						6/14/2025			5,053			5,034			1,537
Jackmont Hospitality, Inc.			(10)			Franchisee of Casual Dining Restaurants
									Secured Debt			(9)			10/26/2022						12.23%			L+			7.50%						11/4/2024			1,000			965			1,000
									Secured Debt			(9)			11/08/2021						12.23%			L+			7.50%						11/4/2024			4,126			4,126			4,126
									Preferred Equity			(8)			11/08/2021			5,653,333			12.00%									12.00%									242			1,247
																																							5,333			6,373
Joerns Healthcare, LLC			(11)			Manufacturer and Distributor of Health Care Equipment & Supplies
									Secured Debt						11/15/2021						18.00%												1/31/2024			1,935			1,935			1,935
									Secured Debt			(14)			08/21/2019						19.75%									19.75%			8/21/2024			3,351			3,325			418
									Common Stock						08/21/2019			392,514																					3,678			—
																																							8,938			2,353
Johnson Downie Opco, LLC						Executive Search Services
									Secured Debt			(9)			12/10/2021									L+			11.50%						12/10/2026			—			(3)			—
									Secured Debt			(9)			12/10/2021						15.63%			L+			11.50%						12/10/2026			1,111			1,093			1,111
									Preferred Equity			(8)			12/10/2021			350																					350			620
																																							1,440			1,731

38

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

December 31, 2022

(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)
JorVet Holdings, LLC						Supplier and Distributor of Veterinary Equipment and Supplies
									Secured Debt						03/28/2022						12.00%												3/28/2027			2,850			2,802			2,802
									Preferred Equity			(8)			03/28/2022			11,934																					1,193			1,193
																																							3,995			3,995
JTI Electrical & Mechanical, LLC			(10)			Electrical, Mechanical and Automation Services
									Secured Debt			(9)			12/22/2021									L+			6.00%						12/22/2026			—			(11)			(11)
									Secured Debt			(9)			12/22/2021						10.73%			L+			6.00%						12/22/2026			3,059			3,010			3,059
									Common Equity						12/22/2021			140,351																					140			240
																																							3,139			3,288
KMS, LLC			(10)			Wholesaler of Closeout and Value-priced Products
									Secured Debt			(9)			10/04/2021						12.00%			L+			7.25%						10/4/2026			1,330			1,250			1,244
									Secured Debt			(9)			10/04/2021						12.00%			L+			7.25%						10/4/2026			9,381			9,238			8,778
																																							10,488			10,022
Lightbox Holdings, L.P.			(11)			Provider of Commercial Real Estate Software
									Secured Debt						05/09/2019						9.73%			L+			5.00%						5/9/2026			5,826			5,783			5,622
LL Management, Inc.			(10)			Medical Transportation Service Provider
									Secured Debt			(9)			05/02/2019						11.21%			SF+			7.25%						9/25/2023			8,003			7,987			7,945
									Secured Debt			(9)			05/02/2019						11.67%			SF+			7.25%						9/25/2023			6,164			6,148			6,119
									Secured Debt			(9)			05/12/2022						11.67%			SF+			7.25%						9/25/2023			8,884			8,809			8,820
																																							22,944			22,884
LLFlex, LLC			(10)			Provider of Metal-Based Laminates
									Secured Debt			(9)			08/16/2021						12.74%			L+			9.00%						8/16/2026			4,938			4,856			4,833
Logix Acquisition Company, LLC			(10)			Competitive Local Exchange Carrier
									Secured Debt			(9)			01/08/2018						10.13%			L+			5.75%						12/22/2024			9,506			9,476			7,843
Mako Steel, LP			(10)			Self-Storage Design & Construction
									Secured Debt			(9) (31)			03/15/2021						11.79%			L+			7.25%						3/15/2026			3,448			3,395			3,426
									Secured Debt			(9)			03/15/2021						11.09%			L+			7.25%						3/15/2026			17,070			16,845			16,959
																																							20,240			20,385
MB2 Dental Solutions, LLC			(11)			Dental Partnership Organization
									Secured Debt			(9)			01/28/2021						10.42%			SF+			6.00%						1/29/2027			8,359			8,223			8,359
									Secured Debt			(9)			01/28/2021						10.42%			SF+			6.00%						1/29/2027			7,876			7,783			7,876
																																							16,006			16,235
MetalForming AcquireCo, LLC						Distributor of Sheet Metal Folding and Metal Forming Equipment
									Secured Debt						10/19/2022																		10/19/2024			—			(1)			(1)
									Secured Debt						10/19/2022						12.75%												10/19/2027			1,748			1,697			1,697
									Preferred Equity			(8)			10/19/2022			434,331			8.00%									8.00%									441			441
									Common Stock						10/19/2022			112,865																					113			113
																																							2,250			2,250
Microbe Formulas, LLC			(10)			Nutritional Supplements Provider

39

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

December 31, 2022

(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)			04/04/2022									SF+			6.25%						4/3/2028			—			(7)			(7)
									Secured Debt			(9)			04/04/2022						9.86%			SF+			6.25%						4/3/2028			3,142			3,085			3,034
																																							3,078			3,027
Mills Fleet Farm Group, LLC			(10)			Omnichannel Retailer of Work, Farm and Lifestyle Merchandise
									Secured Debt			(9)			10/24/2018						10.66%			L+			6.25%						10/24/2024			18,769			18,559			18,338
MonitorUS Holding, LLC			(10) (13) (21)			SaaS Provider of Media Intelligence Services
									Secured Debt			(9)			05/24/2022									L+			7.00%						5/24/2027			—			(19)			(19)
									Secured Debt			(9)			05/24/2022						11.73%			L+			7.00%						5/24/2027			2,882			2,828			3,139
									Secured Debt			(9)			05/24/2022						11.73%			L+			7.00%						5/24/2027			4,906			4,820			4,906
									Common Stock						08/30/2022			12,798,820																					256			256
																																							7,885			8,282
NinjaTrader, LLC			(10)			Operator of Futures Trading Platform
									Secured Debt			(9)			12/18/2019									L+			6.25%						12/18/2024			—			(1)			—
									Secured Debt			(9)			12/18/2019									L+			6.25%						12/18/2024			—			(23)			(23)
									Secured Debt			(9)			12/18/2019						9.99%			L+			6.25%						12/18/2024			11,634			11,524			11,634
																																							11,500			11,611
NTM Acquisition Corp.			(11)			Provider of B2B Travel Information Content
									Secured Debt			(9)			07/12/2016						9.50%			L+			6.25%			1.00%			6/7/2024			4,036			4,034			3,915
NWN Corporation			(10)			Value Added Reseller and Provider of Managed Services to a Diverse Set of Industries
									Secured Debt			(9) (39)			05/07/2021						10.85%			SF+			8.00%						5/7/2026			1,570			1,519			1,482
									Secured Debt			(9)			05/07/2021						12.56%			SF+			8.00%						5/7/2026			20,786			20,476			19,620
									Secured Debt						12/16/2022						20.00%									20.00%			8/6/2026			3,226			3,065			3,065
																																							25,060			24,167
OVG Business Services, LLC			(10)			Venue Management Services
									Secured Debt			(9)			11/29/2021						10.64%			L+			6.25%						11/19/2028			17,413			17,265			16,368
Paragon Healthcare, Inc.			(10)			Infusion Therapy Treatment Provider
									Secured Debt			(9)			01/19/2022						10.26%			SF+			5.75%						1/19/2027			71			57			70
									Secured Debt			(9) (29)			01/19/2022						9.96%			SF+			5.75%						1/19/2027			356			343			349
									Secured Debt			(9)			01/19/2022						9.81%			SF+			5.75%						1/19/2027			2,363			2,304			2,317
																																							2,704			2,736
PTL US Bidco, Inc			(13)			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)			08/19/2022									SF+			7.25%						8/19/2027			—			(12)			(12)
									Secured Debt			(9)			08/19/2022						11.80%			SF+			7.25%						8/19/2027			1,852			1,817			1,828
																																							1,805			1,816
RA Outdoors LLC			(10)			Software Solutions Provider for Outdoor Activity Management
									Secured Debt			(9)			04/08/2021									SF+			6.75%						4/8/2026			—			(11)			(11)

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MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

December 31, 2022

(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)			04/08/2021						10.56%			SF+			6.75%						4/8/2026			12,917			12,789			11,685
																																							12,778			11,674
Research Now Group, Inc. and Survey Sampling International, LLC			(11)			Provider of Outsourced Online Surveying
									Secured Debt			(9)			12/29/2017						8.84%			L+			5.50%						12/20/2024			9,820			9,820			7,434
RM Bidder, LLC			(10)			Scripted and Unscripted TV and Digital Programming Provider
									Member Units						11/12/2015			1,854																					31			13
									Warrants			(26)			11/12/2015			218,601															10/20/2025						284			—
																																							315			13
Roof Opco, LLC			(10)			Residential Re-Roofing/Repair
									Secured Debt			(9)			08/27/2021						10.97%			SF+			6.50%						8/27/2026			389			375			389
									Secured Debt			(9)			08/27/2021						10.32%			SF+			6.50%						8/27/2026			2,917			2,835			2,917
									Secured Debt			(9)			08/27/2021						10.32%			SF+			6.50%						8/27/2026			3,967			3,906			3,967
																																							7,116			7,273
Rug Doctor, LLC.			(10)			Carpet Cleaning Products and Machinery
									Secured Debt			(9)			07/16/2021						13.02%			SF+			6.25%			2.00%			11/16/2024			6,250			6,212			5,597
									Secured Debt			(9)			07/16/2021						13.02%			SF+			6.25%			2.00%			11/16/2024			9,250			9,190			8,293
																																							15,402			13,890
Savers, Inc.			(11)			For-Profit Thrift Retailer
									Secured Debt			(9)			05/14/2021						10.34%			SF+			5.50%						4/26/2028			4,281			4,270			4,149
SIB Holdings, LLC			(10)			Provider of Cost Reduction Services
									Secured Debt			(9)			10/29/2021						11.01%			L+			6.25%						10/29/2026			522			511			491
									Secured Debt			(9)			10/29/2021						11.01%			L+			6.25%						10/29/2026			1,954			1,908			1,803
									Secured Debt			(9)			10/29/2021						11.01%			L+			6.25%						10/29/2026			9,726			9,576			8,974
									Common Equity						10/29/2021			119,048																					250			183
																																							12,245			11,451
Slick Innovations, LLC						Text Message Marketing Platform
									Secured Debt						09/13/2018						14.00%												12/22/2027			3,460			3,334			3,460
									Common Stock			(8)			09/13/2018			17,500																					114			400
																																							3,448			3,860
South Coast Terminals Holdings, LLC			(10)			Specialty Toll Chemical Manufacturer
									Secured Debt			(9)			12/10/2021									L+			5.75%						12/13/2026			—			(6)			(6)
									Secured Debt			(9)			12/10/2021						9.69%			L+			5.75%						12/13/2026			3,523			3,467			3,523
									Common Equity						12/10/2021			60,606																					61			92
																																							3,522			3,609
SPAU Holdings, LLC			(10)			Digital Photo Product Provider
									Secured Debt			(9)			07/01/2022									SF+			7.50%						7/1/2027			—			(18)			(18)
									Secured Debt			(9)			07/01/2022						11.06%			SF+			7.50%						7/1/2027			4,975			4,887			4,975
									Common Stock						07/01/2022			200,000																					200			200
																																							5,069			5,157
Tex Tech Tennis, LLC			(10)			Sporting Goods & Textiles
									Preferred Equity			(23)			07/07/2021			1,000,000																					1,000			1,830

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MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

December 31, 2022

(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)
The Affiliati Network, LLC						Performance Marketing Solutions
									Secured Debt						08/09/2021						13.00%												8/9/2026			30			26			26
									Secured Debt						08/09/2021						13.00%												8/9/2026			2,380			2,341			2,341
									Preferred Stock			(8)			08/09/2021			320,000																					1,600			1,600
																																							3,967			3,967
U.S. TelePacific Corp.			(11)			Provider of Communications and Managed Services
									Secured Debt			(9)			05/17/2017						11.57%			SF+			1.25%			7.25%			5/2/2026			13,425			13,358			5,018
USA DeBusk LLC			(10)			Provider of Industrial Cleaning Services
									Secured Debt			(9)			10/22/2019						9.82%			L+			5.75%						9/8/2026			18,013			17,828			18,013
Vida Capital, Inc			(11)			Alternative Asset Manager
									Secured Debt						10/10/2019						10.38%			L+			6.00%						10/1/2026			6,263			6,208			4,885
Vistar Media, Inc.			(10)			Operator of Digital Out-of-Home Advertising Platform
									Preferred Stock						04/03/2019			70,207																					767			2,250
Volusion, LLC						Provider of Online Software-as-a-Service eCommerce Solutions
									Secured Debt			(17)			01/26/2015						11.50%												1/26/2020			7,172			7,172			6,392
									Unsecured Convertible Debt						05/16/2018						8.00%												11/16/2023			175			175			—
									Preferred Member Units						01/26/2015			2,090,001																					6,000			—
									Warrants			(27)			01/26/2015			784,867															1/26/2025						1,104			—
																																							14,451			6,392
VORTEQ Coil Finishers, LLC			(10)			Specialty Coating of Aluminum and Light-Gauge Steel
									Common Equity			(8)			11/30/2021			769,231																					769			2,910
Wall Street Prep, Inc.			(10)			Financial Training Services
									Secured Debt			(9)			07/19/2021									L+			7.00%						7/19/2026			—			(7)			(7)
									Secured Debt			(9)			07/19/2021						10.74%			L+			7.00%						7/19/2026			5,328			5,252			5,216
									Common Stock						07/19/2021			500,000																					500			530
																																							5,745			5,739
Watterson Brands, LLC			(10)			Facility Management Services
									Secured Debt			(9)			12/17/2021						10.73%			L+			6.00%						12/17/2026			51			46			51
									Secured Debt			(9)			12/17/2021						10.73%			L+			6.00%						12/17/2026			53			45			53
									Secured Debt			(9)			12/17/2021						10.73%			L+			6.00%						12/17/2026			4,142			4,089			4,141
																																							4,180			4,245
West Star Aviation Acquisition, LLC			(10)			Aircraft, Aircraft Engine and Engine Parts
									Secured Debt			(9)			03/01/2022									SF+			6.00%						3/1/2028			—			(6)			(6)
									Secured Debt			(9)			03/01/2022						8.59%			SF+			6.00%						3/1/2028			2,978			2,926			2,948
									Common Stock						03/01/2022			200,000																					200			250
																																							3,120			3,192

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MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

December 31, 2022

(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)			11/19/2021									L+			7.00%						11/19/2026			—			(43)			—
									Secured Debt			(9)			11/19/2021									L+			7.00%						11/19/2026			—			(43)			(43)
									Secured Debt			(9)			11/19/2021						10.74%			L+			7.00%						11/19/2026			12,500			12,305			12,487
																																							12,219			12,444
World Micro Holdings, LLC						Supply Chain Management
									Secured Debt						12/12/2022						13.00%												12/12/2027			1,970			1,930			1,930
									Preferred Equity						12/12/2022			530																					530			530
																																							2,460			2,460
Xenon Arc, Inc.			(10)			Tech-enabled Distribution Services to Chemicals and Food Ingredients Primary Producers
									Secured Debt						12/17/2021									L+			5.25%						12/17/2026			—			(6)			(6)
									Secured Debt						12/17/2021						10.84%			L+			5.25%						12/17/2027			1,200			1,169			1,192
									Secured Debt						12/17/2021						8.63%			L+			5.25%						12/17/2027			2,370			2,332			2,354
																																							3,495			3,540
YS Garments, LLC			(11)			Designer and Provider of Branded Activewear
									Secured Debt			(9)			08/22/2018						9.51%			L+			5.50%						8/9/2024			6,329			6,310			6,064
Zips Car Wash, LLC			(10)			Express Car Wash Operator
									Secured Debt			(9)			02/11/2022						11.67%			SF+			7.25%						3/1/2024			2,388			2,357			2,388
									Secured Debt			(9) (32)			02/11/2022						11.67%			SF+			7.25%						3/1/2024			599			594			597
																																							2,951			2,985
Subtotal Non-Control/Non-Affiliate Investments (121.5% of net assets at fair value)																																							$	787,201		$	740,840
Total Portfolio Investments, December 31, 2022 (175.2% of net assets at fair value)																																							$	1,059,886		$	1,068,143
Short-Term Investments (16)
US Bank Money Market Account (21)																																							$	8,347		$	8,347
Total Short-Term Investments																																							$	8,347		$	8,347

___________________________________________________

(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.

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MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

December 31, 2022

(dollars in thousands)

(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, 93% of the loans (based on the par amount) contain LIBOR floors which range between 0.50% and 2.00%, with a weighted-average LIBOR floor of 1.04%.

(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)Short-term investments represent an investment in a fund that invests in highly liquid investments with average original maturity dates of three months or less. These short-term investments are included as Cash and cash equivalents on the Consolidated Balance Sheets.

(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 December 31, 2022.

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

(21)Effective yield as of December 31, 2022 was approximately 0.005% on the US Bank Money Market Account.

(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, 2022, SOFR based contracts in the portfolio had Adjustments ranging from 0.10% to 0.26%.

(26)Warrants are presented in equivalent units with a strike price of $14.28 per unit.

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

(28)Index based floating interest rate is subject to contractual maximum base rate of 2.50%.

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MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

December 31, 2022

(dollars in thousands)

(29)As of December 31, 2022, borrowings under the loan facility bore interest at SOFR+5.75% (Floor 1.00%). Delayed draw term loan 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, 2022.

(30)The security has an effective contractual interest rate of 2.00% PIK + LIBOR+6.50%, Floor 1.00%,but the issuer may, in its discretion, elect to pay the PIK interest in cash. The rate presented represents the effective current yield based on actual payments received during the period.

(31)As of December 31, 2022, borrowings under the loan facility bore interest at LIBOR+7.25% (Floor 0.75%). 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, 2022.

(32)As of December 31, 2022, borrowings under the loan facility bore interest at SOFR+7.25% (Floor 1.00%). Each new draw on the delayed draw term loan 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, 2022.

(33)The position is unfunded and no interest income is being earned as of December 31, 2022. The position may earn a nominal unused facility fee on committed amounts.

(34)As of December 31, 2022, borrowings under the loan facility bore interest at SOFR+6.25% (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, 2022.

(35)As of December 31, 2022, borrowings under the loan facility bore interest at SOFR+6.25% (Floor 1.00%). Due to an amendment and subsequent funding during the quarter, the term loan facility has different floating rate reset dates. The rate presented represents a weighted-average rate for borrowings under the facility, as of December 31, 2022.

(36)As of December 31, 2022, borrowings under the loan facility bore interest at LIBOR+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, 2022.

(37)As of December 31, 2022, borrowings under the loan facility bore interest at SOFR+5.75% (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, 2022.

(38)As of December 31, 2022, borrowings under the loan facility bore interest at LIBOR+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, 2022.

(39)As of December 31, 2022, 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, 2022.

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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. The portfolio investments of MSC Income Fund 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 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 and nine months ended September 30, 2023 and 2022, cash flows for the nine months ended September 30, 2023 and 2022, and financial position as of September 30, 2023 and December 31, 2022, 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, 2022. 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 and nine months ended September 30, 2023 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

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

securities can be more liquid than the debt securities issued by LMM companies. MSC Income Fund categorizes some of 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 our Adviser or, to a lesser extent, by the Adviser through its 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 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.

LMM investments and Other Portfolio investments generally have no established trading market, while Private Loan investments may include investments which have no established market or have established markets that are not active. 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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Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

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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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

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 and 13 Private Loan portfolio companies for the three months ended September 30, 2023 and 2022, respectively, representing 21% and 18% of the total Private Loan portfolio at fair value as of September 30, 2023 and 2022, respectively. A total of 56 Private Loan portfolio companies were reviewed by the Financial Advisory Firm for the trailing twelve months ended September 30, 2023, representing 79% of the total Private Loan portfolio at fair value as of September 30, 2023. Excluding its investments in Private Loan portfolio companies that, as of September 30, 2023, 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, the percentage of the Private Loan portfolio reviewed and certified by the Financial Advisory Firm for the trailing twelve months ended September 30, 2023 was 91% of the total Private Loan portfolio at fair value.

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 MSC Income Fund’s determination of fair value for its investments in a total of 12 and 11 LMM portfolio companies for the three months ended September 30, 2023 and 2022, respectively, representing 25% of the total LMM portfolio at fair value as of both September 30, 2023 and September 30, 2022. A total of 46 LMM portfolio companies were reviewed by the Financial Advisory Firm for the trailing twelve months ended September 30, 2023, representing 95% of the total LMM portfolio at fair value as of September 30, 2023. Excluding its investments in LMM portfolio companies that, as of September 30, 2023, 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, the percentage of the LMM portfolio reviewed and certified by the Financial Advisory Firm for the trailing twelve months ended September 30, 2023 was 100% of the total LMM portfolio at fair value.

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 (93% and 91% as of September 30, 2023 and December 31, 2022, respectively) of the Middle Market portfolio investments (i) are valued using third-party quotes or other independent pricing services, (ii) MSC Income Fund has consulted with and received an assurance certification from the Financial

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

Advisory Firm within the last twelve months or (iii) are new investments that have not been in the Investment Portfolio for at least twelve months subsequent to the initial investment.

For valuation purposes, all of MSC Income Fund’s Other Portfolio investments are non-control investments. MSC Income Fund’s Other Portfolio investments comprised 2.4% and 2.7% of MSC Income Fund’s Investment Portfolio at fair value as of September 30, 2023 and December 31, 2022, 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.

In December 2020, the SEC adopted Rule 2a-5 under the 1940 Act, which 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 September 30, 2023 and December 31, 2022 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 rising 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

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

September 30, 2023, the Company had $19.6 million of cash equivalents invested in AAA-rated money market funds. These highly liquid, short-term investments are included in the Consolidated Schedule of Investments.

At September 30, 2023 and December 31, 2022, cash balances totaling $3.2 million and $11.7 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 September 30, 2023, investments on non-accrual status comprised 1.7% of MSC Income Fund’s total Investment Portfolio at fair value and 5.2% at cost. As of December 31, 2022, investments on non-accrual status comprised 0.8% of MSC Income Fund’s total Investment Portfolio at fair value and 4.8% at cost.

MSC Income Fund holds certain debt and preferred equity instruments in its Investment Portfolio that contain payment-in-kind (“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 September 30, 2023 and 2022, (i) 4.6% and 2.3%, respectively, of MSC Income Fund’s total investment income was attributable to PIK interest income not paid currently in cash and (ii) 0.1% and 0.4%, respectively, of MSC Income Fund’s total investment income was attributable to cumulative dividend income not paid currently in cash. For the nine months ended September 30, 2023 and 2022, (i) 3.9% and 2.5%, respectively, of MSC Income Fund’s total investment income was attributable to PIK interest income not paid currently in cash and (ii) 0.1% and 0.8%, respectively, 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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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

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 September 30,												Nine Months Ended September 30,
			2023						2022						2023						2022
			(dollars in thousands)
Interest, fee and dividend income:
Interest income			$	29,400					$	23,346					$	86,791					$	64,577
Dividend income			2,399						2,166						7,862						7,430
Fee income			552						539						1,973						1,784
Total interest, fee and dividend income			$	32,351					$	26,051					$	96,626					$	73,791

5.Deferred Financing Costs

Deferred financing costs include commitment fees and other direct costs incurred in connection with arranging MSC Income Fund’s borrowings. These costs were incurred in connection with MSC Income Fund’s multi-year revolving Credit Facilities (as defined below in Note D — Debt) and have been capitalized as an asset and reflected in the Consolidated Balance Sheets as Deferred financing costs. Deferred financing costs incurred in connection with the Series A Notes (as defined below in Note D — Debt) are 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 the three months ended September 30, 2023 and 2022, 2.6% and 2.3%, respectively, 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. For each of the nine months ended September 30, 2023 and 2022, 2.6% 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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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

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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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

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

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.

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 March 2020, the FASB issued ASU 2020-04, Reference rate reform (Topic 848) — Facilitation of the effects of reference rate reform on financial reporting. The amendments in this update provide optional expedients and exceptions for applying U.S. GAAP to certain contracts and hedging relationships that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform and became effective upon issuance for all entities. The Company has agreements that have LIBOR as a reference rate with certain portfolio companies and also with certain lenders. Many of these agreements include language for choosing an alternative successor rate if LIBOR reference is no longer considered to be appropriate. Contract modifications are required to be evaluated in determining whether the modifications result in the establishment of new contracts or the continuation of existing contracts. The Company adopted this amendment in March 2020 and plans to apply the amendments in this update to account for contract modifications due to changes in reference rates when LIBOR reference is no longer used.

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 nine months ended September 30, 2023 and the year ended December 31, 2022, the effect of which was not material to the consolidated financial statements and the notes thereto. The Company will continue to utilize the optional expedients provided by ASU 2020-04 and extended by ASU 2022-06 through December 31, 2024. The Company does not expect ASU 2022-06 to have a material impact to the consolidated financial statements and the notes thereto.

In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. The amendments in this update provide that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments in this update also require additional disclosures for equity securities subject to contractual sales restrictions. ASU 2022-03 is effective for years beginning after December 15, 2023, though early adoption is permitted. The Company elected to early adopt ASU 2022-03 as of December 31, 2022 and it did not 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.

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

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).

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 September 30, 2023 and December 31, 2022, MSC Income Fund’s Private Loan portfolio investments primarily consisted of investments in interest-bearing 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 September 30, 2023 and December 31, 2022.

As of September 30, 2023 and December 31, 2022, 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 September 30, 2023 and December 31, 2022.

As of September 30, 2023 and December 31, 2022, 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

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

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 September 30, 2023 and December 31, 2022.

As of September 30, 2023 and December 31, 2022, 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 of unobservable inputs. As a result, all of MSC Income Fund’s Other Portfolio investments were categorized as Level 3 as of September 30, 2023 and December 31, 2022.

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

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

Loan, LMM and Middle Market 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 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 September 30, 2023 and December 31, 2022:

Type of Investment						Fair Value as of September 30, 2023 (in thousands)						Valuation Technique						Significant Unobservable Inputs						Range(3)						Weighted Average(3)						Median(3)
Equity investments						$	236,631					Discounted cash flow						WACC						10.7% - 22.5%						14.4		%				15.6		%
												Market comparable / Enterprise value						EBITDA multiple (1)						4.5x - 9.0x (2)						7.2x						6.4x
Debt investments						$	791,484					Discounted cash flow						Risk adjusted discount factor (4)						9.8% - 17.7% (2)						13.6		%				13.0		%
																		Expected principal recovery percentage						0.7% - 100.0%						99.2		%				100.0		%
Debt investments						$	75,698					Market approach						Third-party quote						4.5 - 98.4						86.7						94.0
Total Level 3 investments						$	1,103,813

_____________________

(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 7.5% - 33.5%.

(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 LIBOR and SOFR base rate, as applicable.

Type of Investment						Fair Value as of December 31, 2022 (in thousands)						Valuation Technique						Significant Unobservable Inputs						Range(3)						Weighted Average(3)						Median(3)
Equity investments						$	215,861					Discounted cash flow						WACC						10.4% - 22.5%						14.3		%				15.7		%
												Market comparable / Enterprise value						EBITDA multiple (1)						4.3x - 8.5x (2)						7.2x						6.4x
Debt investments						$	743,887					Discounted cash flow						Risk adjusted discount factor (4)						8.5% - 18.2% (2)						13.0		%				12.4		%
																		Expected principal recovery percentage						0.7% - 100.0%						99.1		%				100.0		%
Debt investments						$	108,395					Market approach						Third-party quote						5.6 - 98.5						85.7						90.0
Total Level 3 investments						$	1,068,143

_____________________

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

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

(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 6.5% - 43.3%.

(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 LIBOR and SOFR base rate, as applicable.

The following tables provide a summary of changes in fair value of MSC Income Fund’s Level 3 portfolio investments for the nine months ended September 30, 2023 and 2022 (amounts in thousands):

Type of Investment						Fair Value as of December 31, 2022						Transfers Into Level 3 Hierarchy						Redemptions/ Repayments						New Investments						Net Changes from Unrealized to Realized						Net Unrealized Appreciation (Depreciation)						Other(1)						Fair Value as of September 30, 2023
Debt						$	852,282					$	—					$	(146,652)					$	155,357					$	25,417					$	(7,776)					$	(11,446)					$	867,182
Equity						214,687						—						(12,686)						8,713						621						11,854						12,551						235,740
Equity Warrant						1,174						—						—						523						—						299						(1,105)						891
						$	1,068,143					$	—					$	(159,338)					$	164,593					$	26,038					$	4,377					$	—					$	1,103,813

______________________

(1)Includes the impact of non-cash conversions. These transactions represent non-cash investing activities. See additional cash flow information in the Consolidated Statements of Cash Flows.

Type of Investment						Fair Value as of December 31, 2021						Transfers Into Level 3 Hierarchy						Redemptions/ Repayments						New Investments						Net Changes from Unrealized to Realized						Net Unrealized Appreciation (Depreciation)						Other(1)						Fair Value as of September 30, 2022
Debt						$	879,970					$	—					$	(124,061)					$	168,053					$	855					$	(33,407)					$	(1,733)					$	889,677
Equity						196,374						—						(18,520)						5,011						(8,806)						30,562						1,733						206,354
Equity Warrant						792						—						—						—						—						(655)						—						137
						$	1,077,136					$	—					$	(142,581)					$	173,064					$	(7,951)					$	(3,500)					$	—					$	1,096,168

_____________________

(1)Includes the impact of non-cash conversions. These transactions represent non-cash investing activities. See additional cash flow information in the Consolidated Statements of Cash Flows.

At September 30, 2023 and December 31, 2022, MSC Income Fund's investments at fair value were categorized as follows in the fair value hierarchy for ASC 820 purposes:

												Fair Value Measurements
												(in thousands)
At September 30, 2023						Fair Value						Quoted Prices in Active Markets for Identical Assets (Level 1)						Significant Other Observable Inputs (Level 2)						Significant Unobservable Inputs (Level 3)
Private Loan portfolio investments						$	608,953					$	—					$	—					$	608,953
LMM portfolio investments						367,565						—						—						367,565
Middle Market portfolio investments						101,104						—						—						101,104
Other Portfolio investments						26,191						—						—						26,191
Total investments						$	1,103,813					$	—					$	—					$	1,103,813

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

												Fair Value Measurements
												(in thousands)
At December 31, 2022						Fair Value						Quoted Prices in Active Markets for Identical Assets (Level 1)						Significant Other Observable Inputs (Level 2)						Significant Unobservable Inputs (Level 3)
Private Loan portfolio investments						$	559,763					$	—					$	—					$	559,763
LMM portfolio investments						352,661						—						—						352,661
Middle Market portfolio investments						126,744						—						—						126,744
Other Portfolio investments						28,975						—						—						28,975
Total investments						$	1,068,143					$	—					$	—					$	1,068,143

Investment Portfolio Composition

MSC Income Fund’s principal investment objective is to maximize its portfolio’s total return by generating current income from its debt investments and current income and capital appreciation from its equity and equity-related investments, including warrants, convertible securities and other rights to acquire equity securities in a portfolio company. MSC Income Fund seeks to achieve its investment objective through its Private Loan, LMM and Middle Market investment strategies.

MSC Income Fund’s private loan (“Private Loan”) investment strategy is focused on investments in privately held companies that are generally consistent with the size of its LMM portfolio companies or Middle Market portfolio companies, and its Private Loan investments generally range in size from $1 million to $20 million. MSC Income Fund’s Private Loan investments primarily consist of debt securities that have primarily been originated directly by the Adviser or, to a lesser extent, by the Adviser through its 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, our Private Loan investments are typically made to support a company owned by or in the process of being acquired by a private equity sponsor. MSC Income Fund’s Private Loan portfolio debt investments are generally secured by a first priority lien on the assets of the portfolio company and typically have a term of between three and seven years from the original investment date. MSC Income Fund may have the option to co-invest with Main Street and the private equity sponsor in the equity securities of its Private Loan portfolio companies.

MSC Income Fund’s LMM investment strategy is focused on investments in secured debt, equity warrants and direct equity investments in privately held, LMM companies based in the United States. MSC Income Fund’s LMM portfolio companies generally have annual revenues between $10 million and $150 million, and its LMM investments generally range in size from $1 million to $20 million. The LMM debt investments are typically secured by a first priority lien on the assets of the portfolio company, can include either fixed or floating rate terms and generally have a term of between five and seven years from the original investment date. In most LMM portfolio investments, MSC Income Fund receives nominally priced equity warrants and/or makes direct equity investments in connection with a debt investment.

MSC Income Fund’s Middle Market investment strategy is focused on investments in syndicated loans to or debt securities in Middle Market companies, which MSC Income Fund defines as companies with annual revenues between $150 million and $1.5 billion, and its Middle Market investments generally range in size from $1 million to $20 million. MSC Income Fund’s Middle Market portfolio debt investments are generally secured by a first priority lien on the assets of the portfolio company and typically have an expected duration of between three and seven years from the original investment date.

MSC Income Fund’s other portfolio (“Other Portfolio”) investments primarily consist of investments that are not consistent with the typical profiles for its Private Loan, LMM or Middle Market portfolio investments, including investments which may be managed by third parties. In the Other Portfolio, MSC Income Fund may incur indirect fees and expenses in connection with investments managed by third parties, such as investments in other investment companies or private funds. For Other Portfolio investments, MSC Income Fund generally receives distributions related to the assets held by the portfolio company. Those assets are typically expected to be liquidated over a five to ten-year period.

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

Investment income, consisting of interest, dividends and fees, can fluctuate dramatically due to various factors, including the level of new investment activity, repayments of debt investments or sales of equity interests. Investment income in any given year could also be highly concentrated among several portfolio companies. For the three and nine months ended September 30, 2023 and 2022, MSC Income Fund did not record investment income from any single portfolio company in excess of 10% of total investment income.

The following tables provide a summary of MSC Income Fund’s investments in the Private Loan, LMM and Middle Market portfolios as of September 30, 2023 and December 31, 2022 (this information excludes Other Portfolio investments, which are discussed further below).

			As of September 30, 2023
			Private Loan						LMM (a)						Middle Market
			(dollars in millions)
Number of portfolio companies			78						49						18
Fair value			$	609.0					$	367.6					$	101.1
Cost			$	611.3					$	301.4					$	130.0
Debt investments as a % of portfolio (at cost)			95.9		%				70.1		%				93.9		%
Equity investments as a % of portfolio (at cost)			4.1		%				29.9		%				6.1		%
% of debt investments at cost secured by first priority lien			99.4		%				100.0		%				100.0		%
Weighted-average annual effective yield (b)			13.1		%				12.9		%				12.8		%
Average EBITDA (c)			$	32.6					$	8.6					$	74.6

___________________

(a)At September 30, 2023, MSC Income Fund had equity ownership in all of its LMM portfolio companies, and the average fully diluted equity ownership in those portfolio companies was 9%.

(b)The weighted-average annual effective yields were computed using the effective interest rates for all debt investments at cost as of September 30, 2023, including amortization of deferred debt origination fees and accretion of original issue discount but excluding fees payable upon repayment of the debt instruments and any debt investments on non-accrual status. The weighted-average annual effective yield on MSC Income Fund’s debt portfolio as of September 30, 2023 including debt investments on non-accrual status was 12.3% for its Private Loan portfolio, 12.9% for its LMM portfolio and 10.2% for its Middle Market portfolio. The weighted-average annual effective yield is not reflective of what an investor in shares of MSC Income Fund’s common stock will realize on its investment because it does not reflect MSC Income Fund’s utilization of debt capital in its capital structure, MSC Income Fund’s expenses or any sales load paid by an investor.

(c)The average EBITDA is calculated using a weighted-average for the Private Loan and Middle Market portfolios and a simple average for the LMM portfolio. These calculations exclude certain portfolio companies, including one Private Loan portfolio company, as EBITDA is not a meaningful valuation metric for MSC Income Fund’s investment in this portfolio company, and those portfolio companies whose primary purpose is to own real estate.

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

			As of December 31, 2022
			Private Loan						LMM (a)						Middle Market
			(dollars in millions)
Number of portfolio companies			70						48						21
Fair value			$	559.8					$	352.7					$	126.7
Cost			$	563.0					$	312.5					$	159.7
Debt investments as a % of portfolio (at cost)			96.2		%				73.2		%				95.0		%
Equity investments as a % of portfolio (at cost)			3.8		%				26.8		%				5.0		%
% of debt investments at cost secured by first priority lien			99.4		%				99.9		%				98.5		%
Weighted-average annual effective yield (b)			11.8		%				12.1		%				11.3		%
Average EBITDA (c)			$	36.8					$	8.6					$	79.2

___________________

(a)At December 31, 2022, MSC Income Fund had equity ownership in all of its LMM portfolio companies, and the average fully diluted equity ownership in those portfolio companies was 9%.

(b)The weighted-average annual effective yields were computed using the effective interest rates for all debt investments at cost as of December 31, 2022, including amortization of deferred debt origination fees and accretion of original issue discount but excluding fees payable upon repayment of the debt instruments and any debt investments on non-accrual status. The weighted-average annual effective yield on MSC Income Fund’s debt portfolio as of December 31, 2022 including debt investments on non-accrual status was 11.4% for its Private Loan portfolio, 11.7% for its LMM portfolio and 9.7% for its Middle Market portfolio. The weighted-average annual effective yield is not reflective of what an investor in shares of MSC Income Fund’s common stock will realize on its investment because it does not reflect MSC Income Fund’s utilization of debt capital in its capital structure, MSC Income Fund’s expenses or any sales load paid by an investor.

(c)The average EBITDA is calculated using a weighted-average for the Private Loan and Middle Market portfolios and a simple average for the LMM portfolio. These calculations exclude certain portfolio companies, including one Private Loan portfolio company, as EBITDA is not a meaningful valuation metric for MSC Income Fund’s investment in this portfolio company, and those portfolio companies whose primary purpose is to own real estate.

For the three months ended September 30, 2023 and 2022, MSC Income Fund achieved an annualized total return on investments of 12.0% and 10.5%, respectively. For the nine months ended September 30, 2023 and 2022, MSC Income Fund achieved an annualized total return on investments of 12.9% and 8.6%, respectively. For the year ended December 31, 2022, MSC Income Fund achieved a total return on investments of 9.1%. Total return on investments is calculated using the interest, dividend and fee income, as well as the realized and unrealized change in fair value of the Investment Portfolio for the specified period. MSC Income Fund’s total return on investments is not reflective of what an investor in shares of MSC Income Fund’s common stock will realize on its investment because it does not reflect MSC Income Fund’s utilization of debt capital in its capital structure, MSC Income Fund’s expenses or any sales load paid by an investor.

As of September 30, 2023, MSC Income Fund had Other Portfolio investments in four entities, collectively totaling $26.2 million in fair value and $22.4 million in cost basis and which comprised 2.4% and 2.1% of MSC Income Fund’s Investment Portfolio at fair value and cost, respectively. As of December 31, 2022, MSC Income Fund had Other Portfolio investments in four entities, collectively totaling $29.0 million in fair value and $24.7 million in cost basis and which comprised 2.7% and 2.3% of MSC Income Fund’s Investment Portfolio at fair value and cost, respectively.

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

The following tables summarize the composition of MSC Income Fund’s total combined Private Loan, LMM and Middle Market portfolio investments at cost and fair value by type of investment as a percentage of the total combined Private Loan, LMM and Middle Market portfolio investments, as of September 30, 2023 and December 31, 2022 (this information excludes Other Portfolio investments, which are discussed above).

Cost:						September 30, 2023						December 31, 2022
First lien debt						87.7		%				88.5		%
Equity						11.7						10.8
Second lien debt						0.4						0.3
Equity warrants						0.2						0.2
Other						—						0.2
						100.0		%				100.0		%

Fair Value:						September 30, 2023						December 31, 2022
First lien debt						80.1		%				81.4		%
Equity						19.4						17.9
Second lien debt						0.4						0.3
Equity warrants						0.1						0.1
Other						—						0.3
						100.0		%				100.0		%

The following tables summarize the composition of MSC Income Fund’s total combined Private Loan, LMM and Middle Market portfolio investments by geographic region of the United States and other countries at cost and fair value as a percentage of the total combined Private Loan, LMM and Middle Market portfolio investments, as of September 30, 2023 and December 31, 2022 (this information excludes Other Portfolio investments). The geographic composition is determined by the location of the corporate headquarters of the portfolio company.

Cost:						September 30, 2023						December 31, 2022
Northeast						22.8		%				20.3		%
Southwest						22.4						22.2
Southeast						19.6						17.8
West						17.8						22.9
Midwest						15.5						15.1
Other Non-United States						1.1						0.9
Canada						0.8						0.8
						100.0		%				100.0		%

Fair Value:						September 30, 2023						December 31, 2022
Southwest						25.6		%				25.3		%
Northeast						23.0						20.3
West						16.8						21.1
Southeast						16.7						15.2
Midwest						16.1						15.9
Other Non-United States						1.0						1.0
Canada						0.8						1.2
						100.0		%				100.0		%

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

MSC Income Fund’s Private Loan, LMM and Middle Market portfolio investments are in companies conducting business in a variety of industries. The following tables summarize the composition of MSC Income Fund’s total combined Private Loan, LMM and Middle Market portfolio investments by industry at cost and fair value as of September 30, 2023 and December 31, 2022 (this information excludes Other Portfolio investments).

Cost:						September 30, 2023						December 31, 2022
Commercial Services & Supplies						10.4		%				11.3		%
Internet Software & Services						8.6						7.8
Health Care Providers & Services						6.2						4.9
Machinery						5.3						5.9
Professional Services						5.2						3.7
IT Services						5.1						4.9
Diversified Consumer Services						5.0						4.7
Distributors						4.3						5.0
Leisure Equipment & Products						3.7						3.7
Electrical Equipment						3.4						1.8
Textiles, Apparel & Luxury Goods						3.1						2.0
Computers & Peripherals						2.9						1.9
Specialty Retail						2.8						4.0
Communications Equipment						2.7						3.5
Media						2.6						2.4
Construction & Engineering						2.5						2.5
Diversified Telecommunication Services						2.4						3.4
Containers & Packaging						2.3						3.4
Aerospace & Defense						2.2						3.6
Building Products						2.1						2.4
Hotels, Restaurants & Leisure						2.0						2.0
Household Products						2.0						1.5
Diversified Financial Services						1.7						1.7
Internet & Catalog Retail						1.6						1.3
Software						1.4						1.3
Health Care Equipment & Supplies						1.3						1.2
Energy Equipment & Services						1.2						1.2
Food Products						0.9						1.1
Other (1)						5.1						5.9
						100.0		%				100.0		%

___________________

(1)Includes various industries with each industry individually less than 1.0% of the total combined Private Loan, LMM and Middle Market portfolio investments at each date.

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

Fair Value:						September 30, 2023						December 31, 2022
Commercial Services & Supplies						8.4		%				10.3		%
Internet Software & Services						7.3						6.7
Machinery						6.8						7.5
Diversified Consumer Services						6.3						5.9
Health Care Providers & Services						5.8						4.6
Professional Services						5.1						2.8
IT Services						5.0						4.7
Distributors						4.6						5.5
Computers & Peripherals						4.3						2.8
Electrical Equipment						3.5						1.9
Leisure Equipment & Products						3.4						3.7
Construction & Engineering						3.0						2.9
Textiles, Apparel & Luxury Goods						2.9						2.0
Specialty Retail						2.7						3.1
Media						2.7						2.6
Containers & Packaging						2.7						3.8
Diversified Telecommunication Services						2.3						3.6
Construction Materials						2.2						2.1
Aerospace & Defense						2.1						3.5
Building Products						2.0						2.5
Household Products						1.9						1.3
Software						1.7						1.7
Internet & Catalog Retail						1.6						1.9
Air Freight & Logistics						1.6						1.2
Diversified Financial Services						1.6						1.8
Hotels, Restaurants & Leisure						1.5						1.5
Communications Equipment						1.2						1.3
Energy Equipment & Services						1.0						1.0
Other (1)						4.8						5.8
						100.0		%				100.0		%

___________________

(1)Includes various industries with each industry individually less than 1.0% of the total combined Private Loan, LMM and Middle Market portfolio investments at each date.

At September 30, 2023 and December 31, 2022, MSC Income Fund had no portfolio investment that was greater than 10% of the Investment Portfolio at fair value.

Unconsolidated Significant Subsidiaries

In accordance with Rules 3-09 and 4-08(g) of Regulation S-X, MSC Income Fund must determine which of its unconsolidated controlled portfolio companies, if any, are considered “significant subsidiaries.” In evaluating its unconsolidated controlled portfolio companies in accordance with Regulation S-X, there are two tests that MSC Income Fund must utilize to determine if any of MSC Income Fund’s Control Investments (as defined in Note A — Organization and Basis of Presentation, including those unconsolidated portfolio companies defined as Control Investments in which MSC Income Fund does not own greater than 50% of the voting securities nor have rights to maintain greater than 50% of the board representation) are considered significant subsidiaries: the investment test and the income test. The investment

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

test is generally measured by dividing MSC Income Fund’s investment in the Control Investment by the value of MSC Income Fund’s total investments. The income test is generally measured by dividing the absolute value of the combined sum of total investment income, net realized gain (loss) and net unrealized appreciation (depreciation) from the relevant Control Investment for the period being tested by the absolute value of MSC Income Fund’s change in net assets resulting from operations for the same period. Rules 3-09 and 4-08(g) of Regulation S-X require MSC Income Fund to include (1) separate audited financial statements of an unconsolidated majority-owned subsidiary (Control Investments in which MSC Income Fund owns greater than 50% of the voting securities) in an annual report and (2) summarized financial information of a Control Investment in a quarterly report, respectively, if certain thresholds of the investment or income tests are exceeded and the unconsolidated portfolio company qualifies as a significant subsidiary.

As of September 30, 2023 and December 31, 2022, MSC Income Fund had no single investment that qualified as a significant subsidiary under either the investment or income tests.

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

NOTE D — DEBT

Summary of debt as of September 30, 2023 is as follows:

			Outstanding Balance						Unamortized Debt Issuance Costs (1)						Recorded Value						Estimated Fair Value (2)
			(dollars in thousands)
SPV Facility			$	264,688					$	—					$	264,688					$	264,688
Series A Notes			150,000						(920)						149,080						138,513
Corporate Facility			92,000						—						92,000						92,000
Total Debt			$	506,688					$	(920)					$	505,768					$	495,201

_________________

(1)The unamortized debt issuance costs for the Credit Facilities are reflected as Deferred financing costs on the Consolidated Balance Sheets, while the deferred debt issuance costs related to the Series A Notes are reflected as contra liabilities to the Series A Notes on the Consolidated Balance Sheets.

(2)Estimated fair value for outstanding debt if MSC Income Fund had adopted the fair value option under ASC 825. See discussion of the methods used to estimate the fair value of MSC Income Fund’s debt in Note B.9. — Summary of Significant Accounting Policies — Fair Value of Financial Instruments.

Summary of debt as of December 31, 2022 is as follows:

			Outstanding Balance						Unamortized Debt Issuance Costs (1)						Recorded Value						Estimated Fair Value (2)
			(dollars in thousands)
SPV Facility			$	223,688					$	—					$	223,688					$	223,688
Series A Notes			150,000						(1,144)						148,856						132,955
Corporate Facility			98,000						—						98,000						98,000
Total Debt			$	471,688					$	(1,144)					$	470,544					$	454,643

___________________

(1)The unamortized debt issuance costs for the Credit Facilities are reflected as Deferred financing costs on the Consolidated Balance Sheets, while the deferred debt issuance costs related to the Series A Notes are reflected as contra liabilities to the Series A Notes on the Consolidated Balance Sheets.

(2)Estimated fair value for outstanding debt if MSC Income Fund had adopted the fair value option under ASC 825. See discussion of the methods used to estimate the fair value of MSC Income Fund’s debt in Note B.9. — Summary of Significant Accounting Policies — Fair Value of Financial Instruments.

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

Summarized interest expense for the three and nine months ended September 30, 2023 and 2022 is as follows:

			Three Months Ended September 30,												Nine Months Ended September 30,
			2023						2022						2023						2022
			(dollars in thousands)
SPV Facility			$	5,933					$	3,944					$	16,127					$	9,218
Series A Notes			1,590						1,573						4,769						4,577
Corporate Facility			1,880						1,284						5,703						2,833
Total Interest Expense			$	9,403					$	6,801					$	26,599					$	16,628

Corporate Facility

MSC Income Fund is a party to a senior secured revolving credit agreement dated March 6, 2017 (as amended, the “Corporate Facility”) with EverBank (formerly known as TIAA Bank), as administrative agent, and with EverBank and other financial institutions as lenders. As of September 30, 2023, the Corporate Facility included (i) total commitments of $165.0 million, (ii) an accordion feature with the right to request an increase in commitments under the facility from new and existing lenders on the same terms and conditions as the existing commitments up to $200.0 million of total commitments and (iii) a revolving period and maturity date to September 1, 2025 and March 1, 2026, respectively, with two, one-year extension options subject to lender approval.

Borrowings under the Corporate Facility bear interest, subject to MSC Income Fund’s election, on a per annum basis at a rate equal to (i) SOFR plus 2.50% or (ii) the base rate plus 1.40%. The base rate is defined as the higher of (a) the Prime rate, (b) the Federal Funds Rate (as defined in the credit agreement) plus 0.5% or (c) SOFR plus 1.1%. Additionally, MSC Income Fund pays an annual unused commitment fee of 0.30% per annum on the unused lender commitments if more than 50% or more of the lender commitments are being used and an annual unused commitment fee of 0.625% per annum on the unused lender commitments if less than 50% of the lender commitments are being used. Borrowings under the Corporate Facility are secured by a first lien on all of the assets of MSIF and its subsidiaries, other than the assets of Structured Subsidiaries or immaterial subsidiaries, as well as all of the assets, and a pledge of equity ownership interests, of any future subsidiaries of MSIF (other than Structured Subsidiaries or immaterial subsidiaries). In connection with the Corporate Facility, MSIF has made customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar credit facilities. Effective April 27, 2023, the reference rate changed from LIBOR to SOFR plus an applicable credit spread adjustment of 0.10%.

As of September 30, 2023, the interest rate on the Corporate Facility was 7.83%. The average interest rate for borrowings under the Corporate Facility was 7.75% and 4.61% per annum for the three months ended September 30, 2023 and 2022, respectively, and 7.39% and 3.45% per annum for the nine months ended September 30, 2023 and 2022, respectively. As of September 30, 2023, MSC Income Fund was in compliance with all financial covenants of the Corporate Facility.

SPV Facility

On February 3, 2021, MSIF Funding LLC (“MSIF Funding”), a wholly-owned Structured Subsidiary that primarily holds originated loan investments, entered into a senior secured revolving credit facility (as amended, the “SPV Facility” and, together with the Corporate Facility, the “Credit Facilities”) by and among JPMorgan Chase Bank, National Association (“JPM”), as administrative agent, and U.S. Bank, N.A., as collateral agent and collateral administrator, JPM and other financial institutions as lenders and MSIF as portfolio manager. In August 2023, the SPV facility was amended to extend the revolving period expiration date from February 3, 2024 to February 3, 2027 and the maturity date from February 3, 2025 to February 3, 2028. Additionally, total commitments were reduced from $325.0 million to $300.0 million. Advances under the SPV Facility bear interest at a per annum rate equal to the three month SOFR in effect, plus the applicable margin of 3.00% per annum. MSIF Funding also pays a commitment fee of 0.75% per annum on the average daily unused amount of the financing commitments until February 2, 2027. As of September 30, 2023, the SPV Facility included total commitments of $300.0 million and an accordion feature, with the right to request an increase of total

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

commitments and borrowing availability up to $450.0 million. The SPV Facility is secured by a collateral loan on the assets of MSIF Funding. In connection with the SPV Facility, MSIF Funding has made customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar credit facilities.

As of September 30, 2023, the interest rate on the SPV Facility was 8.25%. The average interest rate for borrowings under the SPV Facility was 8.25% and 5.18% per annum for the three months ended September 30, 2023 and 2022, respectively, and 7.99% and 4.07% per annum for the nine months ended September 30, 2023 and 2022, respectively. As of September 30, 2023, MSC Income Fund was in compliance with all financial covenants of the SPV Facility.

Series A Notes

Pursuant to a Master Note Purchase Agreement dated October 21, 2021 (the “Note Purchase Agreement”), MSC Income Fund issued $77.5 million of 4.04% Series A Senior Notes due 2026 (the “Series A Notes”) upon entering into the Note Purchase Agreement and an additional $72.5 million on January 21, 2022. The Series A Notes bear a fixed interest rate of 4.04% per year and will mature on October 30, 2026, unless redeemed, purchased or prepaid prior to such date by the Company in accordance with their terms.

Interest on the Series A Notes is due semiannually on April 30 and October 30 each year, beginning on April 30, 2022. The Series A Notes may be redeemed in whole or in part at any time or from time to time at MSC Income Fund’s option at par plus accrued interest to the prepayment date and, if applicable, a make-whole premium. In addition, MSC Income Fund is obligated to offer to prepay the Series A Notes at par plus accrued and unpaid interest up to, but excluding, the date of prepayment, if certain change in control events occur. In the event that a Below Investment Grade Event (as defined in the Note Purchase Agreement) occurs, the Series A Notes will bear interest at a fixed rate of 5.04% per year from the date of the occurrence of the Below Investment Grade Event to and until the date on which the Below Investment Grade Event ends. The Series A Notes are general unsecured obligations of MSIF that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by MSIF.

The Note Purchase Agreement also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under other indebtedness of MSIF or subsidiary guarantors subject to a cure pass-through, certain judgments and orders and certain events of bankruptcy. As of September 30, 2023, MSC Income Fund was in compliance with all financial covenants of the Note Purchase Agreement.

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

NOTE E — FINANCIAL HIGHLIGHTS

The following is a schedule of financial highlights of MSC Income Fund for the nine months ended September 30, 2023 and 2022:

			Nine Months Ended September 30,
Per Share Data:			2023						2022
NAV at the beginning of the period			$	7.61					$	7.68
Net investment income (1)			0.53						0.48
Net realized gain (loss) (1)(2)			(0.31)						0.10
Net unrealized appreciation (depreciation) (1)(2)			0.38						(0.14)
Income tax provision (1)(2)			(0.04)						(0.02)
Net increase in net assets resulting from operations (1)			0.56						0.42
Dividends paid from net investment income			(0.53)						(0.40)
Dividends paid from capital gains			—						(0.08)
Dividends paid or accrued (3)			(0.53)						(0.48)
Accretive effect of stock repurchases (repurchasing shares below NAV) (4)			0.02						—
Other (5)			0.01						—
NAV at the end of the period			$	7.67					$	7.62
Shares outstanding at the end of the period			80,013,948						80,059,079

________________

(1)Based on weighted-average number of common shares outstanding for the period.

(2)Net realized gains or losses, net unrealized appreciation or depreciation, and income taxes can fluctuate significantly from period to period.

(3)Represents stockholder dividends paid or accrued for the period.

(4)Shares repurchased in connection with the Dutch Auction Tender Offers. See Note G — Share Repurchases for additional information.

(5)Includes the impact of the different share amounts as a result of calculating certain per share data based on the weighted-average basic shares outstanding during the period and certain per share data based on the shares outstanding as of a period end or transaction date.

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

			Nine Months Ended September 30,
			2023						2022
			(dollars in thousands)
NAV at end of period			$	613,569					$	609,748
Average NAV			$	611,329					$	611,601
Average outstanding debt			$	482,021					$	497,038
Ratios to average NAV:
Ratio of total expenses, including income tax expense, to average NAV(1)(2)(3)(5)			9.35		%				6.03		%
Ratio of operating expenses to average NAV(2)(3)(5)			8.83		%				5.73		%
Ratio of operating expenses, excluding interest expense, to average NAV(2)(3)(5)			4.48		%				3.01		%
Ratio of operating expenses, excluding interest expense and incentive fees, to average NAV(2)(3)(5)			3.03		%				3.01		%
Ratio of net investment income to average NAV(2)(5)			6.97		%				6.34		%
Portfolio turnover ratio(2)			12.32		%				14.13		%
Total return based on change in NAV(2)(4)(5)			7.36		%				5.43		%

_______________

(1)Total expenses are the sum of operating expenses and net income tax provision or benefit. Net income tax provision or benefit includes the accrual of net deferred tax provision or benefit relating to the net unrealized appreciation or depreciation on portfolio investments held in Taxable Subsidiaries and due to the change in the loss carryforwards, which are non-cash in nature and may vary significantly from period to period. MSC Income Fund is required to include net deferred tax provision or benefit in calculating its total expenses even though these net deferred taxes are not currently payable or receivable.

(2)Not annualized.

(3)Unless otherwise noted, operating expenses include interest, incentive fees, management fees and general and administrative expenses.

(4)Total return is calculated based on the change in NAV per share and stockholder distributions declared per share during the reporting period, divided by the NAV per share at the beginning of the period. The total return does not reflect the sales load from the sale of MSC Income Fund’s common stock.

(5)Net of expense waivers of $6.3 million and $3.4 million for the nine months ended September 30, 2023 and September 30, 2022, respectively. Excluding these expense waivers, the expense and income ratios are as follows:

			Nine Months Ended September 30,
			2023						2022
Ratio of total expenses, including income tax expense, to average NAV(1)(2)(3)			10.39		%				6.58		%
Ratio of operating expenses to average NAV(2)(3)			9.87		%				6.28		%
Ratio of operating expenses, excluding interest expense, to average NAV(2)(3)			5.52		%				3.56		%
Ratio of operating expenses, excluding interest expense and incentive fees, to average NAV(2)(3)			4.06		%				3.56		%
Ratio of net investment income to average NAV(2)			5.95		%				5.77		%
Total return based on change in NAV(2)(4)			6.33		%				4.87		%

________________

See footnotes (1), (2), (3) and (4) immediately prior to this table.

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

NOTE F — DIVIDENDS, DISTRIBUTIONS AND TAXABLE INCOME

MSC Income Fund currently pays quarterly dividends to its stockholders. Future quarterly dividends, if any, will be determined by its Board of Directors on a quarterly basis. MSC Income Fund paid or accrued dividends to its common stockholders of $14.0 million, or $0.175 per share, during the three months ended September 30, 2023, and $42.0 million, or $0.525 per share, during the nine months ended September 30, 2023, compared to $12.8 million, or $0.16 per share, during the three months ended September 30, 2022, and $38.8 million, or $0.485 per share, during the nine months ended September 30, 2022.

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) 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 determination of the tax attributes for MSC Income Fund’s distributions is made annually, based upon its taxable income for the full year and distributions paid for the full year. Therefore, a determination made on an interim basis may not be representative of the actual tax attributes of distributions for a full year. Ordinary dividend distributions from a RIC do not qualify for the 20% maximum tax rate (plus a 3.8% Medicare surtax, if applicable) on dividend income from domestic corporations and qualified foreign corporations, except to the extent that the RIC received the income in the form of qualifying dividends from domestic corporations and qualified foreign corporations. The tax attributes for distributions will generally include both ordinary income and qualified dividends, but may also include either one or both of capital gains and return of capital.

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

Listed below is a reconciliation of “Net increase in net assets resulting from operations” to taxable income and to total distributions declared to common stockholders for the nine months ended September 30, 2023 and 2022.

			Nine Months Ended September 30,
			2023						2022
			(estimated, dollars in thousands)
Net increase in net assets resulting from operations			$	44,869					$	33,303
Net unrealized (appreciation) depreciation			(30,415)						11,452
Income tax provision			3,189						1,880
Pre-tax book income not consolidated for tax purposes			(676)						(11,403)
Book income and tax income differences, including debt origination, structuring fees, dividends, realized gains and changes in estimates			20,099						893
Estimated taxable income (1)			37,066						36,125
Taxable income earned in prior year and carried forward for distribution in current year			20,674						23,276
Taxable income earned prior to period end and carried forward for distribution next period			(29,705)						(33,421)
Dividend accrued as of period end and paid in the following period			14,002						12,809
Taxable income earned to be carried forward			(15,703)						(20,612)
Total distributions accrued or paid to common stockholders			$	42,037					$	38,789

________________

(1)MSIF’s taxable income for each period is an estimate and will not be finally determined until MSIF files its tax return for each year. Therefore, the final taxable income, and the taxable income earned in each period and carried forward for distribution in the following period, may be different than this estimate.

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 MSIF 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 income tax expense (benefit) for MSC Income Fund is generally composed of (i) deferred tax expense (benefit), which is primarily the result of the net activity relating to the portfolio investments held in the Taxable Subsidiaries, including changes in loss carryforwards, changes in net unrealized appreciation or depreciation, changes in valuation allowance and other temporary book tax differences, and (ii) current tax expense, which is primarily the result of current U.S. federal income and state taxes and excise taxes on MSC Income Fund’s estimated undistributed taxable income. The income tax expense, or benefit, and the related tax assets and liabilities generated by the Taxable Subsidiaries, if any, are reflected in MSC Income Fund’s Consolidated Statements of Operations. MSC Income Fund’s provision for income taxes was comprised of the following for the three and nine months ended September 30, 2023 and 2022:

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

			Three Months Ended September 30,												Nine Months Ended September 30,
			2023						2022						2023						2022
			(dollars in thousands)
Current tax expense (benefit):
Federal			$	(39)					$	190					$	15					$	194
State			337						169						565						484
Excise			133						219						374						881
Total current tax expense			431						578						954						1,559
Deferred tax expense (benefit):
Federal			292						131						2,533						298
State			(750)						13						(298)						23
Total deferred tax expense (benefit)			(458)						144						2,235						321
Total income tax provision (benefit)			$	(27)					$	722					$	3,189					$	1,880

The net deferred tax liability at September 30, 2023 and December 31, 2022 was $2.6 million and $0.4 million, respectively, with the change primarily related to changes in net unrealized appreciation or depreciation, changes in loss carryforwards and other temporary book-tax differences relating to portfolio investments held by the Taxable Subsidiaries.

At September 30, 2023, for U.S. federal income tax purposes, the Taxable Subsidiaries had net operating loss carryforwards generated in 2020 and future periods that are not subject to expiration. The net operating losses will carryforward indefinitely until utilized. The net capital loss carryforwards of MSC Income Fund, if not utilized, will expire in various taxable years 2023 through 2027. Additionally, the Taxable Subsidiaries have interest expense limitation carryforwards which have an indefinite carryforward period.

NOTE G — SHARE REPURCHASES

Due to the impacts of the COVID-19 pandemic, MSC Income Fund’s Board of Directors determined that it was in the best interest of the Company to suspend its share repurchase program from March 31, 2020 to March 8, 2021 in order to preserve financial flexibility and liquidity. On March 8, 2021, MSC Income Fund announced that the Board of Directors approved the reinstatement of the share repurchase program.

Under the terms of the reinstated share repurchase program, MSC Income Fund offers to purchase shares at the NAV per share on the repurchase date. The amount of shares of MSC Income Fund’s common stock to be repurchased during any calendar quarter may be equal to the lesser of (i) the number of shares of common stock MSC Income Fund could repurchase with the proceeds it received from the issuance of common stock under MSC Income Fund’s dividend reinvestment plan or (ii) 2.5% of the weighted-average number of shares of common stock outstanding in the prior four calendar quarters. Upon resuming making offers to repurchase shares pursuant to the share repurchase program in April 2021, MSC Income Fund has limited repurchase offers to the number of shares of common stock it can repurchase with 90% of the cash retained as a result of issuances of common stock under MSC Income Fund’s dividend reinvestment plan. At the discretion of the Board of Directors, MSC Income Fund may also use cash on hand, cash available from borrowings and cash from the sale of investments as of the end of the applicable period to repurchase shares. MSC Income Fund’s Board of Directors may amend, suspend or terminate the share repurchase program upon 30 days’ notice.

On May 15, 2023, MSC Income Fund commenced a modified “Dutch Auction” tender offer (the “May Dutch Auction Tender Offer”) pursuant to the Offer to Purchase, dated May 15, 2023, which expired on June 13, 2023. Pursuant to the May Dutch Auction Tender Offer, MSC Income Fund repurchased 406,904 shares, representing 0.5% of its then outstanding shares, on June 21, 2023 at a price of $5.50 per share for an aggregate cost of $2.2 million, excluding fees and expenses related to the May Dutch Auction Tender Offer.

On August 16, 2023, MSC Income Fund and Main Street commenced a modified “Dutch Auction” tender offer (the “August Dutch Auction Tender Offer” and, together with the May Dutch Auction Tender Offer, the “Dutch Auction

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Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

Tender Offers”) pursuant to the Offer to Purchase, dated August 16, 2023, which expired on September 20, 2023. The August Dutch Auction Tender Offer was a simultaneous combined offer by MSC Income Fund and by Main Street to purchase shares of MSC Income Fund common stock. Pursuant to the August Dutch Auction Tender Offer, MSC Income Fund repurchased 432,920 shares, representing 0.5% of its then outstanding shares for purchase at a price of $6.50 per share (the “August Clearing Price”), for an aggregate cost of $2.8 million and Main Street purchased 115,385 shares at the August Clearing Price for an aggregate cost of $0.8 million.

Since inception of its share repurchase program, MSC Income Fund has funded the repurchase of $146.6 million in shares of common stock, including the shares repurchased by MSC Income Fund under the Dutch Auction Tender Offers, as of September 30, 2023. For the three months ended September 30, 2023 and 2022, MSC Income Fund funded $7.0 million and $4.0 million, respectively, for shares of its common stock tendered for repurchase under the plan and the August Dutch Auction Tender Offer. For the nine months ended September 30, 2023 and 2022, MSC Income Fund funded $17.5 million and $12.0 million, respectively, for shares of its common stock tendered for repurchase under the plan and the Dutch Auction Tender Offers.

NOTE H — DIVIDEND REINVESTMENT PLAN

MSC Income Fund’s dividend reinvestment plan (the “DRIP”) provides for the reinvestment of dividends on behalf of stockholders. As a result, if MSC Income Fund declares a cash dividend, stockholders who have “opted in” to the DRIP will have their cash dividend automatically reinvested into additional shares of MSC Income Fund common stock. The number of shares of common stock to be issued to a stockholder under the DRIP shall be determined by dividing the total dollar amount of the distribution payable to such stockholder by a price per share of common stock determined by MSC Income Fund’s Board of Directors or a committee thereof, in its sole discretion, that is (i) not less than the NAV per share of common stock determined in good faith by the Board of Directors or a committee thereof, in its sole discretion, within 48 hours prior to the payment of the distribution and (ii) not more than 2.5% greater than the NAV per share as of such date.

Summarized DRIP information for the nine months ended September 30, 2023 and 2022 is as follows:

			Nine Months Ended September 30,
			2023						2022
			(dollars in thousands)
DRIP participation			$	13,864					$	13,304
Shares issued for DRIP			1,767,289						1,690,381

NOTE I — COMMITMENTS AND CONTINGENCIES

At September 30, 2023, MSC Income Fund had the following outstanding commitments (in thousands):

Investments with equity capital commitments that have not yet funded:						Amount
Freeport First Lien Loan Fund III LP						$	7,172
HPEP 3, L.P.						1,555
Brightwood Capital Fund III, LP						100
Total Equity Commitments						$	8,827
Investments with commitments to fund revolving loans that have not been fully drawn or term loans with additional commitments not yet funded:
Power System Solutions						$	3,989

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Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

Insight Borrower Corporation						3,888
AB Centers Acquisition Corporation						3,698
Mako Steel, LP						3,245
HEADLANDS OP-CO LLC						3,000
NWN Corporation						2,907
Winter Services LLC						2,778
SI East, LLC						1,875
American Health Staffing Group, Inc.						1,667
IG Parent Corporation						1,667
Infolinks Media Buyco, LLC						1,265
Burning Glass Intermediate Holding Company, Inc.						1,239
Bettercloud, Inc.						1,216
Bluestem Brands, Inc.						1,119
Dalton US Inc.						1,100
IG Investor, LLC						1,000
NexRev LLC						1,000
Roof Opco, LLC						972
Bond Brand Loyalty ULC						900
Classic H&G Holdco, LLC						860
Richardson Sales Solutions						833
Engineering Research & Consulting, LLC						828
GRT Rubber Technologies LLC						812
CaseWorthy, Inc.						800
VVS Holdco, LLC						800
Cody Pools, Inc.						786
Invincible Boat Company, LLC.						768
Acumera, Inc.						768
NinjaTrader, LLC						750
RA Outdoors LLC						747
Evergreen North America Acquisitions, LLC						710
Channel Partners Intermediateco, LLC						667
Centre Technologies Holdings, LLC						600
Paragon Healthcare, Inc.						571
JTI Electrical & Mechanical, LLC						561
Hawk Ridge Systems, LLC						550
ITA Holdings Group, LLC						543
Wall Street Prep, Inc.						500
Imaging Business Machines, L.L.C.						494
Microbe Formulas, LLC						434
Watterson Brands, LLC						433
Xenon Arc, Inc.						423
Trantech Radiator Topco, LLC						400
Chamberlin Holding LLC						400
AMEREQUIP LLC.						391
South Coast Terminals Holdings, LLC						381
PTL US Bidco, Inc						365
Escalent, Inc.						349
West Star Aviation Acquisition, LLC						333
AVEX Aviation Holdings, LLC						307
Gamber-Johnson Holdings, LLC						300

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Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

Career Team Holdings, LLC						300
Archer Systems, LLC						232
Batjer TopCo, LLC						230
SPAU Holdings, LLC						220
Metalforming Holdings, LLC						205
Mystic Logistics Holdings, LLC						200
Johnson Downie Opco, LLC						200
Orttech Holdings, LLC						200
Inspire Aesthetics Management, LLC						187
Analytical Systems Keco Holdings, LLC						160
ATS Operating, LLC						150
Elgin AcquireCo, LLC						123
Gulf Publishing Holdings, LLC						100
Clad-Rex Steel, LLC						100
Adams Publishing Group, LLC						93
AAC Holdings, Inc.						71
Jackmont Hospitality, Inc.						67
SIB Holdings, LLC						28
Interface Security Systems, L.L.C						1
Total Loan Commitments						$	59,856
Total Commitments						$	68,683

MSC Income Fund will fund its unfunded commitments from the same sources it uses to fund its investment commitments that are funded at the time they are made (which are typically through existing cash and cash equivalents and borrowings under the Credit Facilities). MSC Income Fund follows a process to manage its liquidity and ensure that it has available capital to fund its unfunded commitments as necessary. MSC Income Fund had no unrealized appreciation or depreciation on the outstanding unfunded commitments as of September 30, 2023.

MSC Income Fund may, from time to time, be involved in litigation arising out of its operations in the normal course of business or otherwise. Furthermore, third parties may try to impose liability on MSC Income Fund in connection with the activities of its portfolio companies. While the outcome of any current legal proceedings cannot at this time be predicted with certainty, MSC Income Fund does not expect any current matters will materially affect its financial condition or results of operations; however, there can be no assurance whether any pending legal proceedings will have a material adverse effect on MSC Income Fund’s financial condition or results of operations in any future reporting period.

NOTE J — RELATED PARTY TRANSACTIONS

1.Advisory Agreements and Conditional Expense Reimbursement Waivers

On October 30, 2020, MSC Income Fund entered into the Investment Advisory Agreement with the Adviser, which states that the Adviser will oversee the management of MSC Income Fund’s activities and is responsible for making investment decisions with respect to, and providing day‑to‑day management and administration of, MSC Income Fund’s Investment Portfolio. The Investment Advisory Agreement was most recently re-approved by the Board of Directors, including a majority of members whom are not “interested” persons (as defined by the 1940 Act) of MSC Income Fund or the Adviser, on August 10, 2023.

Pursuant to the Investment Advisory Agreement, MSC Income Fund pays the Adviser a base management fee and incentive fees as compensation for the services described above. The base management fee is calculated at an annual rate of 1.75% of MSC Income Fund’s average gross assets. The term “gross assets” means total assets of MSC Income Fund as disclosed on MSC Income Fund’s Consolidated Balance Sheets. “Average gross assets” are calculated based on MSC

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Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

Income Fund’s gross assets at the end of the two most recently completed calendar quarters. The base management fee is payable quarterly in arrears. The base management fee is expensed as incurred. For each of the three months ended September 30, 2023 and 2022, MSC Income Fund incurred base management fees of $5.0 million. For the nine months ended September 30, 2023 and 2022, MSC Income Fund incurred base management fees of $14.8 million and $14.9 million, respectively.

The incentive fee under the Investment Advisory Agreement consists of two parts. The first part, referred to as the subordinated incentive fee on income, is calculated and payable quarterly in arrears based on Pre-Incentive Fee Net Investment Income (as defined below) for the immediately preceding quarter. The subordinated incentive fee on income is equal to 20.0% of MSC Income Fund’s Pre-Incentive Fee Net Investment Income for the immediately preceding quarter, expressed as a quarterly rate of return on adjusted capital at the beginning of the most recently completed calendar quarter, exceeding 1.875% (or 7.5% annualized), subject to a “catch up” feature (as described below).

For this purpose, Pre-Incentive Fee Net Investment Income means interest income, dividend income and any other income (including any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that MSC Income Fund receives from portfolio companies) accrued during the calendar quarter, minus MSC Income Fund’s operating expenses for the quarter (including the management fee, expenses payable under any proposed administration agreement and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding taxes and the incentive fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount debt instruments and PIK interest and zero coupon securities), accrued income that MSC Income Fund has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. For purposes of this fee, adjusted capital means cumulative gross proceeds generated from sales of MSC Income Fund’s common stock (including proceeds from MSC Income Fund’s DRIP) reduced for non-liquidating distributions, other than distributions of profits, paid to MSC Income Fund’s stockholders and amounts paid for share repurchases pursuant to MSC Income Fund’s share repurchase program. The subordinated incentive fee on income is expensed in the quarter in which it is incurred.

The calculation of the subordinated incentive fee on income for each quarter is as follows:

•No subordinated incentive fee on income shall be payable to the Adviser in any calendar quarter in which MSC Income Fund’s Pre-Incentive Fee Net Investment Income does not exceed the hurdle rate of 1.875% (or 7.5% annualized) on adjusted capital;

•100% of MSC Income Fund’s Pre-Incentive Fee Net Investment Income, if any, that exceeds the hurdle rate but is less than or equal to 2.34375% in any calendar quarter (9.375% annualized) shall be payable to the Adviser. This portion of the subordinated incentive fee on income is referred to as the “catch up” and is intended to provide the Adviser with an incentive fee of 20.0% on all of MSC Income Fund’s Pre-Incentive Fee Net Investment Income as if the hurdle rate did not apply when the Pre-Incentive Fee Net Investment Income exceeds 2.34375% (9.375% annualized) in any calendar quarter; and

•For any quarter in which MSC Income Fund’s Pre-Incentive Fee Net Investment Income exceeds 2.34375% (9.375% annualized), the subordinated incentive fee on income shall equal 20.0% of the amount of MSC Income Fund’s Pre-Incentive Fee Net Investment Income, as the hurdle rate and catch-up will have been achieved.

The second part of the incentive fee, referred to as the incentive fee on capital gains, is an incentive fee on realized capital gains earned from the portfolio of MSC Income Fund and is determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Advisory Agreement). This fee equals 20.0% of MSC Income Fund’s incentive fee capital gains, which equals MSC Income Fund’s realized capital gains on a cumulative basis from inception, calculated as of the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees. At the end of each reporting period, MSC Income Fund estimates the incentive fee on capital gains and accrues the fee based on a hypothetical liquidation of its portfolio. Therefore, the accrual includes both net realized gains and net unrealized gains (the

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Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

net unrealized difference between the fair value and the par value of its portfolio), if any. The incentive fee accrued pertaining to the unrealized gain is neither earned nor payable to the Adviser until such time it is realized.

For the three months ended September 30, 2023, MSC Income Fund incurred subordinated incentive fees on income of $2.6 million. For the three months ended September 30, 2022, MSC Income Fund did not incur any subordinated incentive fees on income. For the nine months ended September 30, 2023, MSC Income Fund incurred subordinated incentive fees on income of $8.9 million. MSC Income Fund did not incur any subordinated incentive fees on income for the nine months ended September 30, 2022. For the three months and nine months ended September 30, 2023 and 2022, MSC Income Fund did not incur any capital gains incentive fees.

Pursuant to the Investment Advisory Agreement, MSC Income Fund is required to pay or reimburse the Adviser for administrative services expenses, which include all costs and expenses related to MSC Income Fund’s day-to-day administration and management not related to advisory services, whether such administrative services were performed by a third-party service provider or the Adviser or its affiliates (to the extent performed by the Adviser or its affiliates, the “Internal Administrative Services”). Internal Administrative Services include, but are not limited to, the cost of an Adviser’s personnel performing accounting and compliance functions and other administrative services on behalf of MSC Income Fund.

The Adviser waived reimbursement of all Internal Administrative Services expenses from October 30, 2020 through December 31, 2021. On January 1, 2022, the Adviser assumed responsibility of certain administrative services that were previously provided for MSC Income Fund by a third-party sub-administrator. After December 31, 2021, the Adviser continued to waive reimbursement of all Internal Administrative Services expenses, except for the cost of the services previously provided by the sub-administrator. For the three months ended September 30, 2023 and 2022, MSC Income Fund incurred Internal Administrative Services expenses before expense waivers of $2.2 million and $1.4 million, respectively. For the three months ended September 30, 2023 and 2022, the Adviser waived the reimbursements of Internal Administrative Services expenses of $2.0 million and $1.3 million, respectively. For the nine months ended September 30, 2023 and 2022, MSC Income Fund incurred Internal Administrative Services expenses of $6.8 million and $3.9 million, respectively. For the nine months ended September 30, 2023 and 2022, the Adviser waived the reimbursements of Internal Administrative Services expenses of $6.3 million and $3.4 million, respectively. Waived Internal Administrative Services expenses are permanently waived and are not subject to future reimbursement.

2.Offering Costs

In accordance with MSC Income Fund’s previous investment advisory agreement with the previous investment adviser (“HMS Adviser”), MSC Income Fund reimbursed HMS Adviser for any offering costs that were paid on MSC Income Fund’s behalf, which consisted of, among other costs, actual legal, accounting, bona fide out-of-pocket itemized and detailed due diligence costs, printing, filing fees, transfer agent costs, postage, escrow fees, advertising and sales literature and other costs incurred in connection with the offering of MSC Income Fund’s common stock, including through MSC Income Fund’s DRIP. HMS Adviser was responsible for the payment of offering costs to the extent they exceeded 1.5% of the aggregate gross stock offering proceeds. Pursuant to the transaction whereby the Adviser became the investment adviser to MSC Income Fund, HMS Adviser agreed to permanently waive reimbursement of organizational and offering expenses except for $0.6 million which remained payable to HMS Adviser and would be reimbursed as part of future issuances of common stock by MSC Income Fund. As of June 30, 2023, MSC Income Fund’s reimbursement obligation to HMS Adviser for organizational and offering expenses was fully repaid. For the three months ended September 30, 2022, MSC Income Fund reimbursed HMS Adviser $0.08 million in connection with stock issuances. For the nine months ended September 30, 2023 and September 30, 2022, the Company reimbursed HMS Adviser $0.13 million and $0.21 million, respectively, in connection with stock issuances.

3.Indemnification

The Investment Advisory Agreement provides that the Adviser and its officers, directors, controlling persons and any other person or entity affiliated with it acting as MSC Income Fund’s agent are entitled to indemnification (including reasonable attorneys’ fees and amounts reasonably paid in settlement) for any liability or loss suffered by such indemnitee, and such indemnitee will be held harmless for any loss or liability suffered by MSC Income Fund, if (i) the indemnitee has

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Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

determined, in good faith, that the course of conduct which caused the loss or liability was in MSC Income Fund’s best interests, (ii) the indemnitee was acting on behalf of or performing services for MSC Income Fund, (iii) the liability or loss suffered was not the result of negligence, willful malfeasance, bad faith or misconduct by the indemnitee or an affiliate thereof acting as MSC Income Fund’s agent and (iv) the indemnification or agreement to hold the indemnitee harmless is only recoverable out of MSC Income Fund’s net assets and not from MSC Income Fund’s stockholders.

4.Co-Investment

In the ordinary course of business, MSC Income Fund enters into transactions with other parties that may be considered related party transactions. MSC Income Fund has implemented certain policies and procedures, both written and unwritten, to ensure that it does not engage in any prohibited transactions with any persons affiliated with MSC Income Fund. If such affiliations are found to exist, MSC Income Fund seeks the Board of Directors and/or appropriate Board of Directors committee review and approval for such transactions and otherwise comply with, or seek, orders for exemptive relief from the SEC, as appropriate.

MSC Income Fund has received an exemptive order from the SEC permitting co-investments among MSC Income Fund, Main Street and other funds and clients advised by the Adviser in certain negotiated transactions where co-investing would otherwise be prohibited under the 1940 Act. MSC Income Fund has made co-investments, and in the future intends to continue to make co-investments with Main Street and other funds and clients advised by the Adviser, in accordance with the conditions of the order. The order requires, among other things, that the Adviser and Main Street consider whether each such investment opportunity is appropriate for MSC Income Fund, Main Street and the other funds and clients advised by the Adviser, as applicable, and if it is appropriate, to propose an allocation of the investment opportunity between such parties. Because the Adviser is wholly-owned by Main Street and is not managing MSC Income Fund’s investment activities as its sole activity, this may provide the Adviser an incentive to allocate opportunities to other participating funds and clients instead of MSC Income Fund. However, the Adviser has policies and procedures in place to manage this conflict, including oversight by the independent members of the Board of Directors. Additional information regarding the operation of the co-investment program is set forth in the order granting exemptive relief, which may be reviewed on the SEC’s website at www.sec.gov. In addition to the co-investment program described above, MSC Income Fund also co-invests in syndicated deals and other transactions where price is the only negotiated point by MSC Income Fund and its affiliates.

5.    Other Related Party Transactions

On May 2, 2022, the Company sold 94,697 shares of its common stock to Main Street at $7.92 per share, the price at which the Company issued new shares in connection with reinvestments of the May 2, 2022 dividend pursuant to the DRIP, for total proceeds to the Company of $750,000. The issuance and sale were made pursuant to the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and were 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 Company or the Adviser.

On May 1, 2023, the Company sold 255,754 shares of its common stock to Main Street at $7.82 per share, the price at which the Company issued new shares in connection with reinvestments of the May 1, 2023 dividend pursuant to the DRIP, for total proceeds to the Company of $2.0 million. The issuance and sale were made pursuant to the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and were 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 Company or the Adviser.

On August 1, 2023, the Company sold 348,542 shares of its common stock to Main Street at $7.89 per share, the price at which the Company issued new shares in connection with reinvestments of the August 1, 2023 dividend pursuant to the DRIP, for total proceeds to the Company of $2.8 million. The issuance and sale were made pursuant to the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and were unanimously

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Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

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 Company or the Adviser.

In September 2023, pursuant to the August Dutch Auction Tender Offer, Main Street purchased 115,385 shares of MSC Income Fund common stock from MSC Income Fund stockholders at the August Clearing Price, or $6.50 per share, for an aggregate cost of $0.8 million. See Note G – Share Repurchases for more information. The August Dutch Auction Tender Offer, including Main Street’s participation, were 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 Company or the Adviser.

NOTE K — SUBSEQUENT EVENTS

On November 1, 2023, the Company sold 475,888 shares of its common stock to Main Street at $7.88 per share, the price at which the Company issued new shares in connection with reinvestments of the November 1, 2023 dividend pursuant to the DRIP, for total proceeds to the Company of $3.8 million. The issuance and sale were made pursuant to the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and were 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 Company or the Adviser.

On November 1, 2023, the Company repurchased 530,290 shares of its common stock validly tendered and not withdrawn on the terms set forth in the tender offer statement on Schedule TO and Offer to Purchase filed with the SEC on September 21, 2023. The shares were repurchased at a price of $7.73 per share, which was the Company’s NAV per share as of November 1, 2023, for an aggregate purchase price of $4.1 million (an amount equal to 90% of the proceeds the Company received from the issuance of shares under the Company’s DRIP from the November 1, 2023 dividend payment).

On November 9, 2023, the Board of Directors declared a quarterly cash dividend of $0.175 per share payable January 31, 2024 to stockholders of record as of December 29, 2023. Additionally, the Board of Directors approved a repurchase offer pursuant to the Company’s share repurchase program in an amount equal to 90% of the proceeds resulting from shares issued in lieu of cash distributions from the January 31, 2024 dividend payment.

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MSC INCOME FUND, INC.

Consolidated Schedule of Investments In and Advances to Affiliates

September 30, 2023

(dollars in thousands)

(unaudited)

Company			Total Rate			Base Rate			Spread			PIK Rate			Type of Investment(1)(10)(11)						Geography						Amount of Realized Gain/(Loss)						Amount of Unrealized Gain/(Loss)						Amount of Interest, Fees or Dividends Credited to Income(2)						December 31, 2022 Fair Value						Gross Additions(3)						Gross Reductions(4)						September 30, 2023 Fair Value (13)
Control Investments
Copper Trail Fund Investments															LP Interests (CTMH, LP)						(9)						$	—					$	—					$	38					$	588					$	—					$	—					$	588
GRT Rubber Technologies LLC			11.48%			SF+			6.00%						Secured Debt (12)						(8)						—						—						59						330						508						—						838
			13.48%			SF+			8.00%						Secured Debt						(8)						—						(37)						1,998						19,943						38						37						19,944
															Member Units						(8)						—						—						62						21,890						—						—						21,890
Harris Preston Fund Investments															LP Interests (2717 MH, L.P.)						(8)						2,223						(1,106)						141						7,552						2,796						4,452						5,896
Volusion, LLC			10.00%												Secured Debt						(8)						—						—						46						—						900						—						900
															Secured Debt						(8)						(1,366)						780						71						6,392						—						6,392						—
															Unsecured Convertible Debt						(8)						(175)						175						—						—						175						175						—
															Preferred Member Units						(8)						—						—						—						—						—						—						—
															Preferred Member Units						(8)						—						(596)						—						—						4,906						896						4,010
															Preferred Member Units						(8)						—						—						—						—						—						—						—
															Common Stock						(8)						—						(1,104)						—						—						1,104						1,104						—
															Warrants						(8)						—						1,104						—						—						—						—						—
Other Amounts related to investments transferred to or from other 1940 Act classification during the period																											1,541						(649)						(94)						(6,392)						6,392						—						—
Total Control Investments																											$	2,223					$	(1,433)					$	2,321					$	50,303					$	16,819					$	13,056					$	54,066
Affiliate Investments
AFG Capital Group, LLC															Preferred Member Units						(8)						$	1,800					$	(2,050)					$	—					$	2,350					$	1,800					$	4,150					$	—
Analytical Systems Keco Holdings, LLC			15.38%			SF+			10.00%						Secured Debt (12)						(8)						—						—						2						(2)						41						—						39
			15.38%			SF+			10.00%						Secured Debt						(8)						—						—						143						1,135						16						118						1,033
			14.13%												Preferred Member Units						(8)						—						—						—						—						—						—						—
															Preferred Member Units						(8)						—						260						—						880						260						—						1,140
															Warrants						(8)						—						—						—						—						—						—						—
ATX Networks Corp.						L+			7.50%						Secured Debt						(6)						—						(102)						856						6,368						545						6,913						—
															Unsecured Debt						(6)						—						(276)						1,135						2,614						1,135						3,749						—
															Common Stock						(6)						3,178						(3,290)						—						3,290						3,178						6,468						—
Barfly Ventures, LLC															Member Units						(5)						—						(94)						—						1,107						—						94						1,013
Batjer TopCo, LLC															Secured Debt (12)						(8)						—						1						—						(1)						1						—						—
			10.00%												Secured Debt (12)						(8)						—						—						1						—						70						—						70
			10.00%												Secured Debt						(8)						—						16						98						1,205						20						50						1,175
															Preferred Stock						(8)						—						225						70						455						225						—						680
Brewer Crane Holdings, LLC			15.44%			L+			10.00%						Secured Debt						(9)						—						(29)						169						1,491						8						123						1,376
															Preferred Member Units						(9)						—						(370)						23						1,770						—						370						1,400
Centre Technologies Holdings, LLC						SF+			9.00%						Secured Debt (12)						(8)						—						—						2						—						—						—						—
			14.48%			SF+			9.00%						Secured Debt						(8)						—						33						406						3,731						663						—						4,394
															Preferred Member Units						(8)						—						430						23						2,170						430						—						2,600
Chamberlin Holding LLC						SF+			6.00%						Secured Debt (12)						(8)						—						35						5						—						—						—						—

82

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Table of contents                                                             Schedule 12-14

MSC INCOME FUND, INC.

Consolidated Schedule of Investments In and Advances to Affiliates (Continued)

September 30, 2023

(dollars in thousands)

(unaudited)

Company			Total Rate			Base Rate			Spread			PIK Rate			Type of Investment(1)(10)(11)						Geography						Amount of Realized Gain/(Loss)						Amount of Unrealized Gain/(Loss)						Amount of Interest, Fees or Dividends Credited to Income(2)						December 31, 2022 Fair Value						Gross Additions(3)						Gross Reductions(4)						September 30, 2023 Fair Value (13)
			13.49%			SF+			8.00%						Secured Debt						(8)						—						(4)						416						4,236						4						138						4,102
															Member Units						(8)						—						750						698						5,728						752						—						6,480
															Member Units						(8)						—						65						17						678						65						—						743
Charps, LLC															Preferred Member Units						(5)						—						170						167						3,330						170						—						3,500
Clad-Rex Steel, LLC															Secured Debt (12)						(5)						—						—						—						—						—						—						—
			11.50%												Secured Debt						(5)						—						(37)						220						2,620						—						457						2,163
			10.00%												Secured Debt						(5)						—						—						20						260						—						7						253
															Member Units						(5)						—						(660)						69						2,060						—						660						1,400
															Member Units						(5)						—						55						—						152						130						—						282
Cody Pools, Inc.															Secured Debt (12)						(8)						—						2						—						—						—						—						—
			12.50%												Secured Debt						(8)						—						25						330						—						7,872						495						7,377
						L+			10.50%						Secured Debt						(8)						—						(11)						26						273						14						287						—
						L+			10.50%						Secured Debt						(8)						—						(96)						500						6,882						—						6,882						—
															Preferred Member Units						(8)						—						2,740						653						14,550						2,740						—						17,290
Colonial Electric Company LLC															Secured Debt						(6)						—						—						12						—						400						400						—
			12.00%												Secured Debt						(6)						—						(77)						542						5,729						26						313						5,442
															Preferred Member Units						(6)						—						360						—						—						600						—						600
															Preferred Member Units						(6)						—						(370)						(295)						2,290						—						370						1,920
Datacom, LLC			7.50%												Secured Debt						(8)						—						—						3						25						89						55						59
			10.00%												Secured Debt						(8)						—						(14)						89						865						17						36						846
															Preferred Member Units						(8)						—						(270)						—						300						—						270						30
Digital Products Holdings LLC			15.38%			SF+			10.00%						Secured Debt						(5)						—						(17)						436						3,878						—						209						3,669
															Preferred Member Units						(5)						—						—						38						2,459						—						—						2,459
Direct Marketing Solutions, Inc.			14.00%												Secured Debt						(9)						—						(1)						4						—						226						1						225
			14.00%												Secured Debt						(9)						—						(15)						550						5,352						15						282						5,085
															Preferred Stock						(9)						—						(220)						43						5,558						—						218						5,340
Flame King Holdings, LLC						L+			6.50%						Secured Debt						(9)						—						(15)						121						1,900						15						1,915						—
						L+			9.00%						Secured Debt						(9)						—						(123)						478						5,300						123						5,423						—
															Preferred Equity						(9)						—						2,570						619						4,400						2,570						—						6,970
Freeport Financial Funds															LP Interests (Freeport First Lien Loan Fund III LP) (12)						(5)						—						—						446						5,848						—						975						4,873
Gamber-Johnson Holdings, LLC						SF+			7.50%						Secured Debt (12)						(5)						—						—						1						—						—						—						—
			10.50%			SF+			7.50%						Secured Debt						(5)						—						(68)						1,338						16,020						68						1,968						14,120
															Member Units						(5)						—						7,680						1,240						12,720						7,680						—						20,400
GFG Group, LLC			8.00%												Secured Debt						(5)						—						(16)						201						2,836						16						216						2,636
															Preferred Member Units						(5)						—						810						82						1,790						810						—						2,600
Gulf Publishing Holdings, LLC						SF+			9.50%						Secured Debt (12)						(8)						—						—						—						—						—						—						—
			12.50%												Secured Debt						(8)						—						—						57						571						—						—						571
															Preferred Equity						(8)						—						(250)						—						950						—						250						700
															Member Units						(8)						—						—						—						—						—						—						—
HPEP 3, L.P.															LP Interests (HPEP 3, L.P.) (12)						(8)						—						283						—						4,331						283						508						4,106
IG Investor, LLC															Secured Debt (12)						(6)						—						—						3						—						172						200						(28)
			13.00%												Secured Debt						(6)						—						—						366						—						9,162						—						9,162
															Common Equity						(6)						—						—						—						—						3,774						174						3,600

83

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Table of contents                                                             Schedule 12-14

MSC INCOME FUND, INC.

Consolidated Schedule of Investments In and Advances to Affiliates (Continued)

September 30, 2023

(dollars in thousands)

(unaudited)

Company			Total Rate			Base Rate			Spread			PIK Rate			Type of Investment(1)(10)(11)						Geography						Amount of Realized Gain/(Loss)						Amount of Unrealized Gain/(Loss)						Amount of Interest, Fees or Dividends Credited to Income(2)						December 31, 2022 Fair Value						Gross Additions(3)						Gross Reductions(4)						September 30, 2023 Fair Value (13)
Independent Pet Partners Intermediate Holdings, LLC															Common Equity						(6)						—						(280)						—						—						6,540						280						6,260
Integral Energy Services			13.01%			SF+			7.50%						Secured Debt						(8)						—						(876)						1,842						18,425						58						876						17,607
															Common Stock						(8)						—						(1,160)						38						1,490						—						1,160						330
Kickhaefer Manufacturing Company, LLC			12.00%												Secured Debt						(5)						—						—						513						5,093						56						199						4,950
			9.00%												Secured Debt						(5)						—						—						66						961						—						7						954
															Preferred Equity						(5)						—						410						—						1,800						410						—						2,210
															Member Units						(5)						—						2						23						713						3						1						715
Market Force Information, LLC															Secured Debt						(9)						(6,465)						6,060						—						403						6,060						6,463						—
															Member Units						(9)						(4,160)						4,160						—						—						4,160						4,160						—
MH Corbin Holding LLC			13.00%												Secured Debt						(5)						—						307						145						1,137						308						169						1,276
															Preferred Member Units						(5)						—						80						—						—						80						—						80
															Preferred Member Units						(5)						—						—						—						—						—						—						—
Mystic Logistics Holdings, LLC															Secured Debt (12)						(6)						—						—						1						—						—						—						—
			10.00%												Secured Debt						(6)						—						—						109						1,436						—						—						1,436
															Common Stock						(6)						—						1,080						785						5,708						1,080						—						6,788
NexRev LLC															Secured Debt (12)						(8)						—						—						—						—						—						—						—
			10.00%												Secured Debt						(8)						—						708						223						2,119						725						413						2,431
															Preferred Member Units						(8)						—						1,310						43						280						1,310						—						1,590
NuStep, LLC			11.98%			SF+			6.50%						Secured Debt						(5)						—						(2)						92						1,100						1						203						898
			12.00%												Secured Debt						(5)						—						—						422						4,603						3						—						4,606
															Preferred Member Units						(5)						—						300						—						2,010						300						—						2,310
															Preferred Member Units						(5)						—						—						—						1,290						—						—						1,290
Oneliance, LLC			16.48%			SF+			11.00%						Secured Debt						(7)						—						(7)						172						1,380						4						27						1,357
															Preferred Stock						(7)						—						—						—						264						18						—						282
Orttech Holdings, LLC						SF+			11.00%						Secured Debt (12)						(5)						—						2						1						(2)						2						—						—
			16.48%			SF+			11.00%						Secured Debt						(5)						—						64						716						5,814						86						350						5,550
															Preferred Stock						(5)						—						1,320						227						2,940						1,320						—						4,260
Robbins Bros. Jewelry, Inc.															Secured Debt						(9)						—						—						3						(8)						2						—						(6)
			12.50%												Secured Debt						(9)						—						(43)						382						3,902						13						167						3,748
															Preferred Equity						(9)						—						(1,340)						—						1,650						—						1,340						310
SI East, LLC			11.25%												Secured Debt (12)						(7)						—						6						8						—						625						—						625
			12.49%												Secured Debt						(7)						—						170						690						—						18,179						—						18,179
															Secured Debt						(7)						—						(134)						1,403						29,929						—						29,929						—
															Preferred Member Units						(7)						—						1,188						348						4,550						1,290						—						5,840
Student Resource Center, LLC			8.50%									8.50%			Secured Debt						(6)						—						(126)						364						5,063						243						8						5,298
															Preferred Equity						(6)						—						139						—						—						139						—						139
Tedder Industries, LLC			12.00%												Secured Debt						(9)						—						(14)						42						460						—						14						446
			12.00%												Secured Debt						(9)						—						(102)						349						3,780						3						102						3,681
															Preferred Member Units						(9)						—						(1,020)						—						1,920						—						1,020						900
															Preferred Member Units						(9)						—						44						—						—						150						—						150
															Preferred Member Units						(9)						—						180						—						—						300						—						300
Trantech Radiator Topco, LLC															Secured Debt (12)						(7)						—						(2)						3						—						2						2						—
			12.00%												Secured Debt						(7)						—						(10)						191						1,980						10						10						1,980

84

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Table of contents                                                             Schedule 12-14

MSC INCOME FUND, INC.

Consolidated Schedule of Investments In and Advances to Affiliates (Continued)

September 30, 2023

(dollars in thousands)

(unaudited)

Company			Total Rate			Base Rate			Spread			PIK Rate			Type of Investment(1)(10)(11)						Geography						Amount of Realized Gain/(Loss)						Amount of Unrealized Gain/(Loss)						Amount of Interest, Fees or Dividends Credited to Income(2)						December 31, 2022 Fair Value						Gross Additions(3)						Gross Reductions(4)						September 30, 2023 Fair Value (13)
															Common Stock						(7)						—						1,400						22						1,950						1,400						—						3,350
VVS Holdco LLC						SF+			6.00%						Secured Debt (12)						(5)						—						—						6						(5)						4						—						(1)
			11.50%												Secured Debt						(5)						—						—						686						7,421						45						551						6,915
															Preferred Equity						(5)						—						(30)						54						2,990						—						30						2,960
Other Amounts related to investments transferred to or from other 1940 Act classification during the period																											(1,541)						649						(151)						—						—						—						—
Total Affiliate investments																											$	(7,188)					$	22,468					$	22,241					$	277,000					$	91,114					$	92,225					$	275,889

_________________________

(1)The principal amount, the ownership detail for equity investments and if the investment is income producing is included in the Consolidated Schedule of Investments included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

(2)Represents the total amount of interest, fees and dividends credited to income for the portion of the period for which an investment was included in Control or Affiliate categories, respectively. For investments transferred between Control and Affiliate categories during the period, any income or investment balances related to the time period it was in the category other than the one shown at period end is included in “Amounts related to investments transferred from other 1940 Act classifications during the period.”

(3)Gross additions include increases in the cost basis of investments resulting from new portfolio investments, follow-on investments and accrued PIK interest, and the exchange of one or more existing securities for one or more new securities. Gross additions also include net increases in unrealized appreciation or net decreases in net unrealized depreciation as well as the movement of an existing portfolio company into this category and out of a different category.

(4)Gross reductions include decreases in the cost basis of investments resulting from principal repayments or sales and the exchange of one or more existing securities for one or more new securities. Gross reductions also include net increases in net unrealized depreciation or net decreases in unrealized appreciation as well as the movement of an existing portfolio company out of this category and into a different category.

(5)Portfolio company located in the Midwest region as determined by location of the corporate headquarters. The fair value as of September 30, 2023 for affiliate investments located in this region was $98,341. This represented 16.0% of net assets as of September 30, 2023.

(6)Portfolio company located in the Northeast region as determined by location of the corporate headquarters. The fair value as of September 30, 2023 for affiliate investments located in this region was $40,617. This represented 6.6% of net assets as of September 30, 2023.

(7)Portfolio company located in the Southeast region as determined by location of the corporate headquarters. The fair value as of September 30, 2023 for affiliate investments located in this region was $31,613. This represented 5.2% of net assets as of September 30, 2023.

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Table of contents                                                             Schedule 12-14

MSC INCOME FUND, INC.

Consolidated Schedule of Investments In and Advances to Affiliates (Continued)

September 30, 2023

(dollars in thousands)

(unaudited)

(8)Portfolio company located in the Southwest region as determined by location of the corporate headquarters. The fair value as of September 30, 2023 for control investments located in this region was $53,478. This represented 8.7% of net assets as of September 30, 2023. The fair value as of September 30, 2023 for affiliate investments located in this region was $75,393. This represented 12.3% of net assets as of September 30, 2023.

(9)Portfolio company located in the West region as determined by location of the corporate headquarters. The fair value as of September 30, 2023 for control investments located in this region was $588. This represented 0.1% of net assets as of September 30, 2023. The fair value as of September 30, 2023 for affiliate investments located in this region was $29,925. This represented 4.9% of net assets as of September 30, 2023.

(10)All of the Company’s portfolio investments are generally subject to restrictions on resale as “restricted securities,” unless otherwise noted.

(11)This schedule should be read in conjunction with the Consolidated Schedule of Investments and Notes to the Consolidated Financial Statements included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q. Supplemental information can be located within the Consolidated Schedule of Investments including end of period interest rate, preferred dividend rate, maturity date, investments not paid currently in cash and investments whose value was determined using significant unobservable inputs.

(12)Investment has an unfunded commitment as of September 30, 2023 (see Note I). The fair value of the investment includes the impact of the fair value of any unfunded commitments.

(13)Negative fair value is the result of the capitalized discount being greater than the principal amount outstanding on the loan.

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Table of contents                                                              Schedule 12-14

MSC INCOME FUND, INC.

Consolidated Schedule of Investments In and Advances to Affiliates

September 30, 2022

(dollars in thousands)

(unaudited)

Company			Total Rate			Base Rate			Spread			PIK Rate			Type of Investment (1)(10)(11)						Geography						Amount of Realized Gain/(Loss)						Amount of Unrealized Gain/(Loss)						Amount of Interest, Fees or Dividends Credited to Income (2)						December 31, 2021 Fair Value						Gross Additions (3)						Gross Reductions (4)						September 30, 2022 Fair Value
Control Investments
GRT Rubber Technologies LLC			10.56%			L+			8.00%						Secured Debt						(8)						$	—					$	(20)					$	1,365					$	19,152					$	812					$	20					$	19,944
															Member Units						(8)						—						—						1,230						22,750						—						—						22,750
Harris Preston Fund Investments															LP Interests (2717 MH, L.P.)						(8)						—						1,979						—						3,971						3,171						—						7,142
Copper Trail Fund Investments															LP Interests (CTMH, LP)						(9)						—						—						—						710						—						—						710
Other Amounts related to investments transferred to or from other 1940 Act classification during the period																											—						—						—						—						—						—						—
Total Control Investments																											$	—					$	1,959					$	2,595					$	46,583					$	3,983					$	20					$	50,546
Affiliate Investments
AFG Capital Group, LLC															Secured Debt						(8)						$	—					$	—					$	1					$	36					$	—					$	36					$	—
															Preferred Member Units						(8)						—						260						50						1,930						260						—						2,190
Analytical Systems Keco Holdings, LLC						L+			10.00%						Secured Debt						(8)						—						—						2						(4)						1						—						(3)
			12.63%			L+			10.00%						Secured Debt						(8)						—						—						127						1,182						17						52						1,147
			12.63%												Preferred Member Units						(8)						—						—						—						—						—						—						—
															Preferred Member Units						(8)						—						(260)						—						1,220						—						260						960
															Warrants						(8)						—						—						—						—						—						—						—
ATX Networks Corp.			11.14%			L+			7.50%						Secured Debt						(6)						—						405						559						7,121						633						1,019						6,735
			10.00%									10.00%			Unsecured Debt						(6)						—						263						240						1,977						504						—						2,481
															Common Stock						(6)						—						—						—						—						—						—						—
Barfly Ventures, LLC															Member Units						(5)						—						463						—						643						464						—						1,107
Batjer TopCo, LLC															Secured Debt						(8)						—						—						—						—						50						51						(1)
			11.00%												Secured Debt						(8)						—						—						81						—						1,203						—						1,203
															Preferred Stock						(8)						—						—						—						—						455						—						455
Brewer Crane Holdings, LLC			12.56%			L+			10.00%						Secured Debt						(9)						—						—						166						2,005						8						493						1,520
															Preferred Member Units						(9)						—						(510)						199						1,930						—						510						1,420
Centre Technologies Holdings, LLC						L+			9.00%						Secured Debt						(8)						—						—						6						—						360						360						—
			11.63%			L+			9.00%						Secured Debt						(8)						—						115						321						2,216						1,610						97						3,729
															Preferred Member Units						(8)						—						509						23						1,460						580						—						2,040
Chamberlin Holding LLC						L+			6.00%						Secured Debt						(8)						—						—						2						—						—						—						—
			10.63%			L+			8.00%						Secured Debt						(8)						—						(32)						347						4,454						32						120						4,366
															Member Units						(8)						—						(450)						334						6,030						—						450						5,580
															Member Units						(8)						—						(27)						14						385						113						27						471
Charps, LLC															Secured Debt						(5)						—						—						—						—						—						—						—
															Preferred Member Units						(5)						—						(200)						106						3,500						—						200						3,300
Clad-Rex Steel, LLC			12.13%			L+			9.50%						Secured Debt						(5)						—						—						217						2,620						—						—						2,620
			10.00%												Secured Debt						(5)						—						—						20						268						—						6						262
															Member Units						(5)						—						(190)						149						2,560						—						190						2,370
															Member Units						(5)						—						20						—						133						19						—						152
Cody Pools, Inc.						L+			10.50%						Secured Debt						(8)						—						10						13						(6)						641						635						—
			13.63%			L+			10.50%						Secured Debt						(8)						—						(22)						694						7,187						22						251						6,958
															Preferred Member Units						(8)						—						2,390						928						11,910						2,390						—						14,300

87

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MSC INCOME FUND, INC.

Consolidated Schedule of Investments In and Advances to Affiliates (Continued)

September 30, 2022

(dollars in thousands)

(unaudited)

Company			Total Rate			Base Rate			Spread			PIK Rate			Type of Investment (1)(10)(11)						Geography						Amount of Realized Gain/(Loss)						Amount of Unrealized Gain/(Loss)						Amount of Interest, Fees or Dividends Credited to Income (2)						December 31, 2021 Fair Value						Gross Additions (3)						Gross Reductions (4)						September 30, 2022 Fair Value
Colonial Electric Company LLC															Secured Debt						(6)						—						—						12						—						400						400						—
			12.00%												Secured Debt						(6)						—						—						573						6,007						28						236						5,799
															Preferred Member Units						(6)						—						20						317						2,280						20						—						2,300
Datacom, LLC			7.50%												Secured Debt						(8)						—						—						—						—						25						—						25
			7.50%												Secured Debt						(8)						—						14						73						852						32						23						861
															Preferred Member Units						(8)						—						10						8						290						10						—						300
Digital Products Holdings LLC			12.63%			L+			10.00%						Secured Debt						(5)						—						—						368						4,186						17						248						3,955
															Preferred Member Units						(5)						—						—						38						2,459						—						—						2,459
Direct Marketing Solutions, Inc.			13.63%			L+			11.00%						Secured Debt						(9)						—						5						19						(7)						758						151						600
			13.63%			L+			11.00%						Secured Debt						(9)						—						(21)						459						4,705						21						232						4,494
															Preferred Stock						(9)						—						970						257						4,590						970						—						5,560
Flame King Holdings, LLC			9.25%			L+			6.50%						Secured Debt						(9)						—						16						116						1,581						319						—						1,900
			13.75%			L+			11.00%						Secured Debt						(9)						—						131						525						5,145						155						—						5,300
															Preferred Equity						(9)						—						860						227						2,600						860						—						3,460
Freeport Financial Funds															LP Interests (Freeport First Lien Loan Fund III LP)						(5)						—						(57)						288						7,231						—						1,056						6,175
Gamber-Johnson Holdings, LLC						L+			8.00%						Secured Debt						(5)						—						—						1						—						—						—						—
			10.63%			L+			8.00%						Secured Debt						(5)						—						8						422						5,400						620						—						6,020
															Member Units						(5)						—						(810)						179						12,430						—						810						11,620
GFG Group, LLC			9.00%												Secured Debt						(5)						—						(19)						255						3,136						19						219						2,936
															Preferred Member Units						(5)						—						40						104						1,750						40						—						1,790
Gulf Publishing Holdings, LLC						L+			9.50%						Secured Debt						(8)						—						—						2						64						—						64						—
															Secured Debt						(8)						(1,455)						962						126						2,429						—						2,429						—
			12.50%												Secured Debt						(8)						—						(29)						—						—						600						29						571
															Member Units						(8)						—						—						—						—						—						—						—
															Member Units						(8)						—						(420)						—						—						1,400						420						980
HPEP 3, L.P.															LP Interests (HPEP 3, L.P.)						(8)						779						254						(81)						4,712						587						968						4,331
Kickhaefer Manufacturing Company, LLC			11.50%												Secured Debt						(5)						—						—						471						5,040						26						—						5,066
			9.00%												Secured Debt						(5)						—						—						66						970						—						7						963
															Member Units						(5)						—						(770)						—						3,080						—						770						2,310
															Member Units						(5)						—						—						21						615						—						—						615
Market Force Information, LLC			12.00%									12.00%			Secured Debt						(9)						—						(1,516)						—						2,234						—						1,516						718
															Member Units						(9)						—						—						—						—						—						—						—
MH Corbin Holding LLC			13.00%												Secured Debt						(5)						—						(305)						199						1,484						2						809						677
															Preferred Member Units						(5)						—						—						—						—						—						—						—
															Preferred Member Units						(5)						—						—						—						—						—						—						—
Mystic Logistics Holdings, LLC															Secured Debt						(6)						—						—						1						—						—						—						—
			10.00%												Secured Debt						(6)						—						—						115						1,595						—						159						1,436
															Common Stock						(6)						—						2,965						739						2,210						2,965						—						5,175
NexRev LLC			11.00%												Secured Debt						(8)						—						—						7						199						—						159						40
			11.00%												Secured Debt						(8)						—						(236)						394						3,311						—						1,048						2,263
															Preferred Member Units						(8)						—						(723)						15						670						333						723						280
NuStep, LLC			9.13%			L+			6.50%						Secured Debt						(5)						—						—						49						430						667						—						1,097
			12.00%												Secured Debt						(5)						—						(2)						403						4,310						294						2						4,602

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MSC INCOME FUND, INC.

Consolidated Schedule of Investments In and Advances to Affiliates (Continued)

September 30, 2022

(dollars in thousands)

(unaudited)

Company			Total Rate			Base Rate			Spread			PIK Rate			Type of Investment (1)(10)(11)						Geography						Amount of Realized Gain/(Loss)						Amount of Unrealized Gain/(Loss)						Amount of Interest, Fees or Dividends Credited to Income (2)						December 31, 2021 Fair Value						Gross Additions (3)						Gross Reductions (4)						September 30, 2022 Fair Value
															Preferred Member Units						(5)						—						(830)						—						3,380						—						830						2,550
Oneliance, LLC			13.56%			L+			11.00%						Secured Debt						(7)						—						—						136						1,374						4						—						1,378
															Preferred Stock						(7)						—						—						—						264						—						—						264
Orttech Holdings, LLC						L+			11.00%						Secured Debt						(5)						—						—						5						41						—						44						(3)
			13.63%			L+			11.00%						Secured Debt						(5)						—						—						587						5,937						21						150						5,808
															Preferred Stock						(5)						—						—						145						2,500						—						—						2,500
Robbins Bros. Jewelry, Inc.						L+			11.00%						Secured Debt						(9)						—						—						3						—						2						10						(8)
			13.63%			L+			11.00%						Secured Debt						(9)						—						—						392						—						3,973						50						3,923
															Preferred Equity						(9)						—						460						62						—						1,690						—						1,690
SI East, LLC			10.25%												Secured Debt						(7)						—						—						64						750						1,250						1,250						750
			10.25%												Secured Debt						(7)						—						134						1,885						21,200						10,375						496						31,079
															Preferred Member Units						(7)						—						1,120						189						3,860						1,120						—						4,980
Sonic Systems International, LLC			9.78%			L+			7.50%						Secured Debt						(8)						—						118						1,129						13,738						4,504						—						18,242
															Common Stock						(8)						—						66						38						1,250						400						—						1,650
Tedder Industries, LLC			12.00%												Secured Debt						(9)						—						—						41						259						201						—						460
			12.00%												Secured Debt						(9)						—						(16)						387						3,754						41						16						3,779
															Preferred Member Units						(9)						—						(483)						—						2,145						122						483						1,784
Trantech Radiator Topco, LLC															Secured Debt						(7)						—						4						3						(6)						6						—						—
			12.00%												Secured Debt						(7)						—						(13)						205						2,180						13						113						2,080
															Common Stock						(7)						—						(310)						22						2,160						—						310						1,850
VVS Holdco LLC			8.63%			L+			6.00%						Secured Debt						(5)						—						—						11						292						201						300						193
			11.50%												Secured Debt						(5)						—						—						697						7,375						34						—						7,409
															Preferred Equity						(5)						—						60						75						2,960						60						—						3,020
Other Amounts related to investments transferred to or from other 1940 Act classification during the period																											—						—						—						—						—						—						—
Total Affiliate investments																											$	(676)					$	4,401					$	17,443					$	234,158					$	44,547					$	21,287					$	257,418

___________________________________________________

(1)The principal amount, the ownership detail for equity investments and if the investment is income producing is included in the Consolidated Schedule of Investments included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

(2)Represents the total amount of interest, fees and dividends credited to income for the portion of the period for which an investment was included in Control or Affiliate categories, respectively. For investments transferred between Control and Affiliate categories during the period, any income or investment balances related to the time period it was in the category other than the one shown at period end is included in “Amounts related to investments transferred from other 1940 Act classifications during the period.”

(3)Gross additions include increases in the cost basis of investments resulting from new portfolio investments, follow-on investments and accrued PIK interest, and the exchange of one or more existing securities for one or more new securities. Gross additions also include net increases in unrealized appreciation or net decreases in net unrealized depreciation as well as the movement of an existing portfolio company into this category and out of a different category.

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MSC INCOME FUND, INC.

Consolidated Schedule of Investments In and Advances to Affiliates (Continued)

September 30, 2022

(dollars in thousands)

(unaudited)

(4)Gross reductions include decreases in the cost basis of investments resulting from principal repayments or sales and the exchange of one or more existing securities for one or more new securities. Gross reductions also include net increases in net unrealized depreciation or net decreases in unrealized appreciation as well as the movement of an existing portfolio company out of this category and into a different category.

(5)Portfolio company located in the Midwest region as determined by location of the corporate headquarters. The fair value as of September 30, 2022 for affiliate investments located in this region was $81,573. This represented 11.9% of net assets as of September 30, 2022.

(6)Portfolio company located in the Northeast region as determined by location of the corporate headquarters. The fair value as of September 30, 2022 for affiliate investments located in this region was $23,926. This represented 3.5% of net assets as of September 30, 2022.

(7)Portfolio company located in the Southeast region as determined by location of the corporate headquarters. The fair value as of September 30, 2022 for affiliate investments located in this region was $42,381. This represented 6.2% of net assets as of September 30, 2022.

(8)Portfolio company located in the Southwest region as determined by location of the corporate headquarters. The fair value as of September 30, 2022 for control investments located in this region was $49,836. This represented 7.3% of net assets as of September 30, 2022. The fair value as of September 30, 2022 for affiliate investments located in this region was $72,938. This represented 10.7% of net assets as of September 30, 2022.

(9)Portfolio company located in the West region as determined by location of the corporate headquarters. The fair value as of September 30, 2022 for control investments located in this region was $710. This represented 0.1% of net assets as of September 30, 2022. The fair value as of September 30, 2022 for affiliate investments located in this region was $36,600. This represented 5.3% of net assets as of September 30, 2022.

(10)All of the Company’s portfolio investments are generally subject to restrictions on resale as “restricted securities,” unless otherwise noted.

(11)This schedule should be read in conjunction with the Consolidated Schedule of Investments and Notes to the Consolidated Financial Statements included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q. Supplemental information can be located within the Consolidated Schedule of Investments including end of period interest rate, preferred dividend rate, maturity date, investments not paid currently in cash and investments whose value was determined using significant unobservable inputs.

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Quarterly Report on Form 10-Q contains forward-looking statements regarding the plans and objectives of management for future operations and which relate to future events or our future performance or financial condition. Any such forward-looking statements may involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and we cannot assure you that the projections included in these forward-looking statements will come to pass. Our actual results could differ materially from those expressed or implied by the forward-looking statements as a result of various factors, including, without limitation the factors referenced in Item 1A entitled “Risk Factors” below in Part II of this Quarterly Report on Form 10-Q, if any, and discussed in Item 1A entitled “Risk Factors” in Part I of our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission (“SEC”) on March 14, 2023 and elsewhere in this Quarterly Report on Form 10-Q and our other SEC filings. Other factors that could cause actual results to differ materially include changes in the economy and future changes in laws or regulations and conditions in our operating areas.

We have based the forward-looking statements included in this Quarterly Report on Form 10-Q on information available to us on the date of this Quarterly Report on Form 10-Q, and we assume no obligation to update any such forward-looking statements, unless we are required to do so by applicable law. However, you are advised to refer to any additional disclosures that we may make directly to you or through reports that we in the future may file with the SEC, including subsequent periodic and current reports.

This discussion should be read in conjunction with our consolidated financial statements as of December 31, 2022, and for the year then ended, and Management’s Discussion and Analysis of Financial Condition and Results of Operations, both contained in our Annual Report on Form 10-K for the year ended December 31, 2022, as well as the consolidated financial statements (unaudited) and notes to the consolidated financial statements (unaudited) contained in this report.

ORGANIZATION

MSC Income Fund, Inc. (“MSIF” or, together with its consolidated subsidiaries, “MSC Income 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. The portfolio investments of MSC Income Fund 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 (our “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 (our “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 and provide ongoing administrative services.

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MSIF has certain direct and indirect wholly-owned subsidiaries that have elected to be taxable entities (the “Taxable Subsidiaries”). The primary purpose of the Taxable Subsidiaries is to permit MSIF to hold equity investments in portfolio companies which are “pass-through” entities for tax purposes. MSIF also has certain direct and indirect wholly-owned subsidiaries formed for financing purposes (the “Structured Subsidiaries”).

Unless otherwise noted or the context otherwise indicates, the terms “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.

OVERVIEW OF OUR BUSINESS

Our principal investment objective is to maximize our portfolio’s total return by generating current income from our debt investments and current income and capital appreciation from our equity and equity-related investments, including warrants, convertible securities and other rights to acquire equity securities in a portfolio company. We seek to achieve our investment objective through our Private Loan (as defined below), LMM and Middle Market investment strategies. Our private loan (“Private Loan”) investment strategy involves investments in companies that are consistent with the size of the companies in our LMM and Middle Market investment strategies. Our LMM investment strategy involves investments in companies that generally have annual revenues between $10 million and $150 million. Our Middle Market investment strategy involves investments in companies that are generally larger in size than our LMM companies, with annual revenues typically between $150 million and $1.5 billion. Our Private Loan, LMM and Middle Market investments generally range in size from $1 million to $20 million.

Private Loan investments primarily consist of debt securities that have primarily been originated directly by our Adviser or, to a lesser extent, by our Adviser through its 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. Our 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 typically similar in size, structure, terms and conditions to investments we hold in our LMM portfolio and Middle Market portfolio. Our Private Loan portfolio debt investments are generally secured by a first priority lien on the assets of the portfolio company and typically have a term of between three and seven years from the original investment date. We may also co-invest with Main Street and the private equity sponsor in the equity securities of our Private Loan portfolio companies.

We seek to fill the financing gap for LMM businesses, which, historically, have had limited access to financing from commercial banks and other traditional sources. The underserved nature of the LMM creates the opportunity for us to meet the financing needs of LMM companies while also negotiating favorable transaction terms and equity participation. Our ability to invest across a company’s capital structure, from secured loans to equity securities, allows us to offer portfolio companies a comprehensive suite of financing options, or a “one stop” financing solution. Providing customized, “one-stop” financing solutions is important to LMM portfolio companies. We generally seek to partner directly with entrepreneurs, management teams and business owners in making our investments. Our LMM portfolio debt investments are generally secured by a first lien on the assets of the portfolio company and typically have a term of between five and seven years from the original investment date.

Our Middle Market portfolio investments primarily consist of direct investments in or secondary purchases of interest-bearing syndicated loans or debt securities in privately held companies based in the United States that are generally larger in size than the companies included in our LMM portfolio. Our Middle Market portfolio debt investments are generally secured by a first priority lien on the assets of the portfolio company and typically have an expected duration of between three and seven years from the original investment date.

Our other portfolio (“Other Portfolio”) investments primarily consist of investments that are not consistent with the typical profiles for our Private Loan, LMM or Middle Market portfolio investments, including investments which may be managed by third parties. In our Other Portfolio, we may incur indirect fees and expenses in connection with investments managed by third parties, such as investments in other investment companies or private funds.

Our portfolio investments are generally made through MSIF, the Taxable Subsidiaries and the Structured Subsidiaries. MSIF, the Taxable Subsidiaries and the Structured Subsidiaries share the same investment strategies and criteria. An investor’s return in MSIF will depend, in part, on the Taxable Subsidiaries’ and the Structured Subsidiaries’ investment returns as they are wholly-owned subsidiaries of MSIF.

The level of new portfolio investment activity will fluctuate from period to period based upon our view of the current economic fundamentals, our ability to identify new investment opportunities that meet our investment criteria, and

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our ability to consummate the identified opportunities and our available liquidity. The level of new investment activity, and associated interest and fee income, will directly impact future investment income. In addition, the level of dividends paid by portfolio companies and the portion of our portfolio debt investments on non-accrual status will directly impact future investment income. While we intend to grow our portfolio and our investment income over the long term, our growth and our operating results may be more limited during depressed economic periods. However, we intend to appropriately manage our cost structure and liquidity position based on applicable economic conditions and our investment outlook. The level of realized gains or losses and unrealized appreciation or depreciation on our investments will also fluctuate depending upon portfolio activity, economic conditions and the performance of our individual portfolio companies. The changes in realized gains and losses and unrealized appreciation or depreciation could have a material impact on our operating results.

We have received an exemptive order from the SEC permitting co-investments among us, Main Street and other funds and clients advised by our Adviser in certain negotiated transactions where co-investing would otherwise be prohibited under the 1940 Act. We have made co-investments with, and in the future intend to continue to make co-investments with Main Street and other funds and clients advised by our Adviser, in accordance with the conditions of the order. The order requires, among other things, that we and our Adviser consider whether each such investment opportunity is appropriate for us and the other funds and clients advised by our Adviser, as applicable, and if it is appropriate, to propose an allocation of the investment opportunity between such parties. Because our Adviser is wholly-owned by Main Street and is not managing our investment activities as its sole activity, this may provide our Adviser an incentive to allocate opportunities to other participating funds and clients instead of us. However, our Adviser has policies and procedures in place to manage this conflict, including oversight by the independent members of our Board of Directors. In addition to the co-investment program described above, we also co-invest in syndicated deals and other transactions where price is the only negotiated point by us and our affiliates.

INVESTMENT PORTFOLIO SUMMARY

The following tables provide a summary of our investments in the Private Loan, LMM and Middle Market portfolios as of September 30, 2023 and December 31, 2022 (this information excludes Other Portfolio investments, which are discussed further below).

			As of September 30, 2023
			Private Loan						LMM (a)						Middle Market
			(dollars in millions)
Number of portfolio companies			78						49						18
Fair value			$	609.0					$	367.6					$	101.1
Cost			$	611.3					$	301.4					$	130.0
Debt investments as a % of portfolio (at cost)			95.9		%				70.1		%				93.9		%
Equity investments as a % of portfolio (at cost)			4.1		%				29.9		%				6.1		%
% of debt investments at cost secured by first priority lien			99.4		%				100.0		%				100.0		%
Weighted-average annual effective yield (b)			13.1		%				12.9		%				12.8		%
Average EBITDA (c)			$	32.6					$	8.6					$	74.6

__________________

(a)At September 30, 2023, we had equity ownership in all of our LMM portfolio companies, and the average fully diluted equity ownership in those portfolio companies was 9%.

(b)The weighted-average annual effective yields were computed using the effective interest rates for all debt investments at cost as of September 30, 2023, including amortization of deferred debt origination fees and accretion of original issue discount but excluding fees payable upon repayment of the debt instruments and any debt investments on non-accrual status. The weighted-average annual effective yield on our debt portfolio as of September 30, 2023 including debt investments on non-accrual status was 12.3% for our Private Loan portfolio, 12.9% for our LMM portfolio and 10.2% for our Middle Market portfolio. The weighted-average annual effective yield is not reflective of what an investor in shares of our common stock will realize on its investment because it does not reflect our utilization of debt capital in our capital structure, our expenses or any sales load paid by an investor.

(c)The average EBITDA is calculated using a weighted-average for the Private Loan and Middle Market portfolios and a simple average for the LMM portfolio. These calculations exclude certain portfolio companies, including one Private

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Loan portfolio company, as EBITDA is not a meaningful valuation metric for our investment in this portfolio company, and those portfolio companies whose primary purpose is to own real estate.

			As of December 31, 2022
			Private Loan						LMM (a)						Middle Market
			(dollars in millions)
Number of portfolio companies			70						48						21
Fair value			$	559.8					$	352.7					$	126.7
Cost			$	563.0					$	312.5					$	159.7
Debt investments as a % of portfolio (at cost)			96.2		%				73.2		%				95.0		%
Equity investments as a % of portfolio (at cost)			3.8		%				26.8		%				5.0		%
% of debt investments at cost secured by first priority lien			99.4		%				99.9		%				98.5		%
Weighted-average annual effective yield (b)			11.8		%				12.1		%				11.3		%
Average EBITDA (c)			$	36.8					$	8.6					$	79.2

________________

(a)At December 31, 2022, we had equity ownership in all of our LMM portfolio companies, and the average fully diluted equity ownership in those portfolio companies was 9%.

(b)The weighted-average annual effective yields were computed using the effective interest rates for all debt investments at cost as of December 31, 2022, including amortization of deferred debt origination fees and accretion of original issue discount but excluding fees payable upon repayment of the debt instruments and any debt investments on non-accrual status. The weighted-average annual effective yield on our debt portfolio as of December 31, 2022 including debt investments on non-accrual status was 11.4% for our Private Loan portfolio, 11.7% for our LMM portfolio and 9.7% for our Middle Market portfolio. The weighted-average annual effective yield is not reflective of what an investor in shares of our common stock will realize on its investment because it does not reflect our utilization of debt capital in our capital structure, our expenses or any sales load paid by an investor.

(c)The average EBITDA is calculated using a weighted-average for the Private Loan and Middle Market portfolios and a simple average for the LMM portfolio. These calculations exclude certain portfolio companies, including one Private Loan portfolio company, as EBITDA is not a meaningful valuation metric for our investment in this portfolio company, and those portfolio companies whose primary purpose is to own real estate.

For the three months ended September 30, 2023 and 2022, we achieved an annualized total return on investments of 12.0% and 10.5%, respectively. For the nine months ended September 30, 2023 and 2022, we achieved an annualized total return on investments of 12.9% and 8.6%, respectively. For the year ended December 31, 2022, we achieved a total return on investments of 9.1%. Total return on investments is calculated using the interest, dividend and fee income, as well as the realized and unrealized change in fair value of the Investment Portfolio for the specified period. Our total return on investments is not reflective of what an investor in shares of our common stock will realize on its investment because it does not reflect our utilization of debt capital in our capital structure, our expenses or any sales load paid by an investor.

As of September 30, 2023, we had Other Portfolio investments in four entities, collectively totaling $26.2 million in fair value and $22.4 million in cost basis and which comprised 2.4% and 2.1% of our Investment Portfolio at fair value and cost, respectively. As of December 31, 2022, we had Other Portfolio investments in four entities, collectively totaling $29.0 million in fair value and $24.7 million in cost basis and which comprised 2.7% and 2.3% of our Investment Portfolio at fair value and cost, respectively.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements and related disclosures in conformity with generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the periods reported. Actual results could materially differ from those estimates. Critical accounting policies are those that require management to make subjective or complex judgments about the effect of matters that are inherently uncertain and may change in subsequent periods. Changes that may be required in the underlying assumptions or estimates in these areas could have a material impact on our current and future financial condition and results of operations.

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Management has discussed the development and selection of each critical accounting policy and estimate with the Audit Committee of the Board of Directors. Our critical accounting policies and estimates include the Investment Portfolio Valuation and Revenue Recognition policies described below. Our significant accounting policies are described in greater detail in Note B — Summary of Significant Accounting Policies to the consolidated financial statements included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

Investment Portfolio Valuation

The most significant determination inherent in the preparation of our consolidated financial statements is the valuation of our Investment Portfolio and the related amounts of unrealized appreciation and depreciation. We consider this determination to be a critical accounting estimate, given the significant judgments and subjective measurements required. As of both September 30, 2023 and December 31, 2022, our Investment Portfolio valued at fair value represented 96% of our total assets. We are required to report our investments at fair value. We follow the provisions of FASB 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 us to assume that the portfolio investment is to be sold in the principal market to independent market participants, which may be a hypothetical market. Market participants are defined as buyers and sellers in the principal market that are independent, knowledgeable and willing and able to transact. See Note B.1. — Summary of Significant Accounting Policies — Valuation of the Investment Portfolio included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q for a detailed discussion of our Investment Portfolio valuation process and procedures.

Due to the inherent uncertainty in the valuation process, our determination of fair value for our 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. We determine the fair value of each individual investment and record changes in fair value as unrealized appreciation or depreciation.

In December 2020, the SEC adopted Rule 2a-5 under the 1940 Act, which 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. Our Board of Directors has approved policies and procedures pursuant to Rule 2a-5 (the “Valuation Procedures”) and has designated our Adviser, led by a group of Main Street’s and our Adviser’s executive officers, to serve as the Board of Directors’ valuation designee. We believe our Investment Portfolio as of September 30, 2023 and December 31, 2022 approximates fair value as of those dates based on the markets in which we operate and other conditions in existence on those reporting dates.

Revenue Recognition

Interest and Dividend Income

We record interest and dividend income on the accrual basis to the extent amounts are expected to be collected. Dividend income is recorded as dividends are declared by the portfolio company or at the point an obligation exists for the portfolio company to make a distribution. We evaluate accrued interest and dividend income periodically for collectability. When a loan or debt security becomes 90 days or more past due, and if we otherwise do not expect the debtor to be able to service its debt obligation, we 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, we remove it from non-accrual status.

Fee Income

We may periodically provide services, including structuring and advisory services to our portfolio companies or other third parties. For services that are separately identifiable and evidence exists to substantiate fair value, fee income is recognized as earned, which is generally when the investment or other applicable transaction closes. Fees received in connection with debt financing transactions for services that do not meet these criteria are treated as debt origination fees and are generally deferred and accreted into income over the life of the financing.

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Payment-in-Kind (“PIK”) Interest and Cumulative Dividends

We hold certain debt and preferred equity instruments in our 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 included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q), these non-cash sources of income may need to be paid out to stockholders in the form of distributions, even though we may not have collected the PIK interest and cumulative dividends in cash. We stop accruing PIK interest and cumulative dividends and write off any accrued and uncollected interest and dividends in arrears when we determine that such PIK interest and dividends in arrears are no longer collectible. For the three months ended September 30, 2023 and 2022, (i) 4.6% and 2.3%, respectively, of our total investment income was attributable to PIK interest income not paid currently in cash and (ii) 0.1% and 0.4%, respectively, of our total investment income was attributable to cumulative dividend income not paid currently in cash. For the nine months ended September 30, 2023 and 2022, (i) 3.9% and 2.5%, respectively, of our total investment income was attributable to PIK interest income not paid currently in cash and (ii) 0.1% and 0.8%, respectively, of our total investment income was attributable to cumulative dividend income not paid currently in cash.

INVESTMENT PORTFOLIO COMPOSITION

The following tables summarize the composition of our total combined Private Loan, LMM and Middle Market portfolio investments at cost and fair value by type of investment as a percentage of the total combined Private Loan, LMM and Middle Market portfolio investments as of September 30, 2023 and December 31, 2022 (this information excludes Other Portfolio investments).

Cost:						September 30, 2023						December 31, 2022
First lien debt						87.7		%				88.5		%
Equity						11.7						10.8
Second lien debt						0.4						0.3
Equity warrants						0.2						0.2
Other						—						0.2
						100.0		%				100.0		%

Fair Value:						September 30, 2023						December 31, 2022
First lien debt						80.1		%				81.4		%
Equity						19.4						17.9
Second lien debt						0.4						0.3
Equity warrants						0.1						0.1
Other						—						0.3
						100.0		%				100.0		%

Our Private Loan, LMM and Middle Market portfolio investments carry a number of risks including: (1) investing in companies which may have limited operating histories and financial resources; (2) holding investments that generally are not publicly traded and which may be subject to legal and other restrictions on resale; and (3) other risks common to investing in below investment-grade debt and equity investments in our Investment Portfolio. Please see Item 1A. Risk Factors — Risks Related to our Investments contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 for a more complete discussion of the risks involved with investing in our Investment Portfolio.

PORTFOLIO ASSET QUALITY

We utilize an internally developed investment rating system to rate the performance of each Private Loan, LMM and Middle Market portfolio company and to monitor our expected level of returns on each of our Private Loan, LMM and Middle Market investments in relation to our expectations for the portfolio company. The investment rating system takes

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into consideration various factors, including each investment’s expected level of returns, the collectability of our debt investments and the ability to receive a return of the invested capital in our equity investments, comparisons to competitors and other industry participants, the portfolio company’s future outlook and other factors that are deemed to be significant to the portfolio company.

As of September 30, 2023, investments on non-accrual status comprised 1.7% of our total Investment Portfolio at fair value and 5.2% at cost. As of December 31, 2022, investments on non-accrual status comprised 0.8% of our total Investment Portfolio at fair value and 4.8% at cost.

The operating results of our portfolio companies are impacted by changes in the broader fundamentals of the United States economy. In periods during which the United States economy contracts, it is likely that the financial results of small to mid-sized companies, like those in which we invest, could experience deterioration or limited growth from current levels, which could ultimately lead to difficulty in meeting their debt service requirements, to an increase in defaults on our debt investments or in realized losses on our investments and to difficulty in maintaining historical dividend payment rates and unrealized appreciation on our equity investments. Consequently, we can provide no assurance that the performance of certain portfolio companies will not be negatively impacted by future economic cycles or other conditions, which could also have a negative impact on our future results.

DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS

Comparison of the three months ended September 30, 2023 and 2022

Set forth below is a comparison of the results of operations for the three months ended September 30, 2023 and 2022.

			Three Months Ended September 30,												Net Change
			2023						2022						Amount						%
			(dollars in thousands)
Total investment income			$	32,351					$	26,051					$	6,300					24		%
Total expenses, net of expense waivers			(18,229)						(12,869)						(5,360)						42		%
Net investment income			14,122						13,182						940						7		%
Net realized gain from investments			435						7,238						(6,803)						NM
Net unrealized depreciation from investments			(1,202)						(4,435)						3,233						NM
Income tax benefit (provision)			27						(722)						749						NM
Net increase in net assets resulting from operations			$	13,382					$	15,263					$	(1,881)					(12)		%

_________________

NM — Net Change % not meaningful

Investment Income

Total investment income for the three months ended September 30, 2023 was $32.4 million, a 24% increase from the $26.1 million of total investment income for the corresponding period of 2022. The following table provides a summary of the changes in the comparable period activity.

			Three Months Ended September 30,												Net Change
			2023						2022						Amount						%
			(dollars in thousands)
Interest income			$	29,400					$	23,346					$	6,054					26		%	(a)
Dividend income			2,399						2,166						233						11		%
Fee income			552						539						13						2		%
Total investment income			$	32,351					$	26,051					$	6,300					24		%

_________________

(a)The increase in interest income was primarily due to an increase in interest rates on floating rate Investment Portfolio debt investments primarily resulting from increases in benchmark index rates.

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Expenses

Total expenses, net of expense waivers, for the three months ended September 30, 2023 were $18.2 million, a 42% increase from $12.9 million in the corresponding period of 2022. The following table provides a summary of the changes in the comparable period activity.

			Three Months Ended September 30,												Net Change
			2023						2022						Amount						%
			(dollars in thousands)
Interest expense			$	9,403					$	6,801					$	2,602					38		%	(a)
Base management fees			4,994						4,974						20						—		%
Incentive fees			2,572						—						2,572						NM			(b)
Internal administrative services fees			2,168						1,405						763						54		%	(c)
General and administrative			1,106						941						165						18		%
Total expenses before expense waivers			20,243						14,121						6,122						43		%
Waiver of internal administrative services expenses			(2,014)						(1,252)						(762)						61		%
Total expenses			$	18,229					$	12,869					$	5,360					42		%

_________________

(a)The increase in interest expense was primarily related to higher floating interest rates on our Credit Facilities (as defined in the Liquidity and Capital Resources section below) based upon the increases in benchmark index rates.

(b)The increase in incentive fees was due to the increased Pre-Incentive Fee Net Investment Income resulting from MSC Income Fund’s more favorable operating results for the three months ended September 30, 2023 compared to the corresponding period of 2022.

(c)The increase in internal administrative service fees related primarily to increased expenses incurred by the Adviser associated with its activities and services under the Investment Advisory Agreement. Consistent with prior practices, the vast majority of such internal administrative service fees, or all fees other than $0.2 million, were waived by the Adviser. The only fees not waived are the cost of services previously provided by a sub-administrator prior to January 1, 2022 (see Note J.1. — Related Party Transactions — Advisory Agreements and Conditional Expense Reimbursement Waivers included in Item 1. Consolidated Financial Statements).

Net Investment Income

Net investment income for the three months ended September 30, 2023 increased to $14.1 million, or $0.18 per share, compared to net investment income of $13.2 million, or $0.16 per share, for the corresponding period of 2022. The increase in net investment income was principally attributable to the increase in total investment income, partially offset by the increase in total expenses, including incentive fees, each as discussed above. Net investment income per share for the three months ended September 30, 2023 and 2022 did not include significant amounts of items considered less consistent or non-recurring in nature.

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Net Realized Gain (Loss) from Investments

The following table provides a summary of the primary components of the total net realized gain on investments of $0.4 million for the three months ended September 30, 2023.

			Three Months Ended September 30, 2023
			Full Exits												Partial Exits												Restructures												Other (a)						Total
			Net Gain/(Loss)						# of Investments						Net Gain/(Loss)						# of Investments						Net Gain/(Loss)						# of Investments						Net Gain/(Loss)						Net Gain/(Loss)
			(dollars in thousands)
Private Loan portfolio			$	—					—						$	—					—						$	—					—						$	(4)					$	(4)
LMM portfolio			—						—						—						—						—						—						—						—
Middle Market portfolio			(353)						1						—						—						—						—						245						(108)
Other Portfolio			—						—						547						1						—						—						—						547
Total net realized gain/(loss)			$	(353)					1						$	547					1						$	—					—						$	241					$	435

_________________

(a)Other activity includes realized gains and losses from transactions involving five portfolio companies which are not considered to be significant individually or in the aggregate.

Net Unrealized Appreciation (Depreciation)

The following table provides a summary of the total net unrealized depreciation of $1.2 million for the three months ended September 30, 2023.

			Three Months Ended September 30, 2023
			Private Loan						LMM(a)						Middle Market						Other						Total
			(dollars in thousands)
Accounting reversals of net unrealized (appreciation) depreciation recognized in prior periods due to net realized (gains / income) losses recognized during the current period			$	3					$	(105)					$	353					$	(547)					$	(296)
Net unrealized appreciation (depreciation) relating to portfolio investments			(7,033)						5,832						(22)						317						(906)
Total net unrealized appreciation (depreciation) relating to portfolio investments			$	(7,030)					$	5,727					$	331					$	(230)					$	(1,202)

_________________

(a)Includes unrealized appreciation on 21 LMM portfolio investments and unrealized depreciation on 11 LMM portfolio investments.

Income Tax Benefit (Provision)

The income tax benefit for the three months ended September 30, 2023 of $0.03 million principally consisted of a deferred tax benefit of $0.46 million, which is primarily the result of the net activity relating to our portfolio investments held in our Taxable Subsidiaries, including changes in loss carryforwards, changes in net unrealized appreciation/depreciation and other temporary book-tax differences, partially offset by a current tax provision of $0.43 million related to a $0.3 million provision for current federal and state income taxes and a $0.13 million provision for excise tax on our estimated undistributed taxable income. The income tax provision for the three months ended September 30, 2022 of $0.7 million principally consisted of (i) a current tax provision of $0.6 million related to a $0.4 million provision for current federal and state income taxes and a $0.2 million provision for excise tax on our estimated undistributed taxable income and (ii) a deferred tax provision of $0.1 million which is primarily the result of the net activity relating to our portfolio

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investments held in our Taxable Subsidiaries, including changes in loss carryforwards, changes in net unrealized appreciation/depreciation and other temporary book-tax differences.

Net Increase in Net Assets Resulting from Operations

The net increase in net assets resulting from operations for the three months ended September 30, 2023 was $13.4 million, or $0.17 per share, compared with $15.3 million, or $0.19 per share, during the three months ended September 30, 2022. The tables above provide a summary of the reasons for the change in net increase in net assets resulting from operations for the three months ended September 30, 2023 as compared to the three months ended September 30, 2022.

Comparison of the nine months ended September 30, 2023 and 2022

Set forth below is a comparison of the results of operations for the nine months ended September 30, 2023 and 2022.

			Nine Months Ended September 30,												Net Change
			2023						2022						Amount						%
			(dollars in thousands)
Total investment income			$	96,626					$	73,791					$	22,835					31		%
Total expenses, net of expense waivers			(53,997)						(35,021)						(18,976)						54		%
Net investment income			42,629						38,770						3,859						10		%
Net realized gain (loss) from investments			(24,986)						7,865						(32,851)						NM
Net unrealized appreciation (depreciation) from investments			30,415						(11,452)						41,867						NM
Income tax provision			(3,189)						(1,880)						(1,309)						NM
Net increase in net assets resulting from operations			$	44,869					$	33,303					$	11,566					35		%

_________________

NM — Net change % not meaningful

Investment Income

Total investment income for the nine months ended September 30, 2023 was $96.6 million, a 31% increase from the $73.8 million of total investment income for the corresponding period of 2022. The following table provides a summary of the changes in the comparable period activity.

			Nine Months Ended September 30,												Net Change
			2023						2022						Amount						%
			(dollars in thousands)
Interest income			$	86,791					$	64,577					$	22,214					34		%	(a)
Dividend income			7,862						7,430						432						6		%
Fee income			1,973						1,784						189						11		%
Total investment income			$	96,626					$	73,791					$	22,835					31		%	(b)

_________________

(a)The increase in interest income was primarily due to (i) an increase in interest rates on floating rate Investment Portfolio debt investments primarily resulting from increases in benchmark index rates and (ii) increased accelerated OID income recognized on the repayment of certain Investment Portfolio debt investments.

(b)The increase in total investment income includes a net increase of $2.2 million due to the impact of certain income considered less consistent or non-recurring, including (i) a $1.4 million increase in accelerated prepayment, repricing and other activity related to certain Investment Portfolio debt investments and (ii) an $0.8 million increase in dividend income.

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Expenses

Total expenses, net of fee and expense waivers, for the nine months ended September 30, 2023 were $54.0 million, a 54% increase from $35.0 million in the corresponding period of 2022. The following table provides a summary of the changes in the comparable period activity.

			Nine Months Ended September 30,												Net Change
			2023						2022						Amount						%
			(dollars in thousands)
Interest expense			$	26,599					$	16,628					$	9,971					60		%	(a)
Base management fees			14,761						14,919						(158)						(1)		%
Incentive fees			8,891						—						8,891						NM			(b)
Internal administrative services fees			6,752						3,888						2,864						74		%	(c)
General and administrative			3,291						3,017						274						9		%
Total expenses before expense waivers			60,294						38,452						21,842						57		%
Waiver of internal administrative services expenses			(6,297)						(3,431)						(2,866)						84		%
Total expenses			$	53,997					$	35,021					$	18,976					54		%

_________________

(a)The increase in interest expense was primarily related to higher floating interest rates on our Credit Facilities (as defined in the Liquidity and Capital Resources section below) due to increases in benchmark index rates, partially offset by lower weighted average outstanding debt balances.

(b)The increase in incentive fees was due to the increased Pre-Incentive Fee Net Investment Income resulting from MSC Income Fund’s more favorable operating results for the nine months ended September 30, 2023.

(c)The increase in internal administrative service fees related primarily to increased expenses incurred by the Adviser associated with its activities and services under the Investment Advisory Agreement. Consistent with prior practice, the vast majority of such internal administrative service fees, or all fees other than $0.5 million, were waived by the Adviser. The only fees not waived are the cost of services previously provided by a sub-administrator prior to January 1, 2022 and assumed by the Adviser thereafter (see Note J.1. — Related Party Transactions — Advisory Agreements and Conditional Expense Reimbursement Waivers included in Item 1. Consolidated Financial Statements).

Net Investment Income

Net investment income for the nine months ended September 30, 2023 increased 10% to $42.6 million, or $0.53 per share, compared to net investment income of $38.8 million, or $0.48 per share, for the corresponding period of 2022. The increase in net investment income was principally attributable to the increase in total investment income, partially offset by increase in total expenses, including incentive fees. The increase in net investment income and net investment income per share includes a $2.2 million, or $0.03 per share, increase in investment income considered to be less consistent or non-recurring, each as discussed above.

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Net Realized Gain (Loss) from Investments

The following table provides a summary of the primary components of the total net realized loss on investments of $25.0 million for the nine months ended September 30, 2023.

			Nine Months Ended September 30, 2023
			Full Exits												Partial Exits												Restructures												Other (a)						Total
			Net Gain/(Loss)						# of Investments						Net Gain/(Loss)						# of Investments						Net Gain/(Loss)						# of Investments						Net Gain/(Loss)						Net Gain/(Loss)
			(dollars in thousands)
Private Loan portfolio			$	868					1						$	—					—						$	(10,459)					1						$	(16)					$	(9,607)
LMM portfolio			(8,823)						2						—						—						(1,542)						1						—						(10,365)
Middle Market portfolio			3,127						3						—						—						(10,607)						2						242						(7,238)
Other Portfolio			—						—						2,224						1						—						—						—						2,224
Total net realized gain (loss)			$	(4,828)					6						$	2,224					1						$	(22,608)					4						$	226					$	(24,986)

_________________

(a)Other activity includes realized gains and losses from transactions involving ten portfolio companies which are not considered to be significant individually or in the aggregate.

Net Unrealized Appreciation (Depreciation)

The following table provides a summary of the total net unrealized appreciation of $30.4 million for the nine months ended September 30, 2023.

			Nine Months Ended September 30, 2023
			Private Loan						LMM(a)						Middle Market						Other						Total
			(dollars in thousands)
Accounting reversals of net unrealized (appreciation) depreciation recognized in prior periods due to net realized (gains / income) losses recognized during the current period			$	10,520					$	9,957					$	7,785					$	(2,224)					$	26,038
Net unrealized appreciation (depreciation) relating to portfolio investments			(9,660)						16,123						(3,736)						1,650						4,377
Total net unrealized appreciation (depreciation) relating to portfolio investments			$	860					$	26,080					$	4,049					$	(574)					$	30,415

_________________

(a)Includes unrealized appreciation on 25 LMM portfolio investments and unrealized depreciation on 17 LMM portfolio investments.

Income Tax Provision

The income tax provision for the nine months ended September 30, 2023 of $3.2 million principally consisted of (i) a deferred tax provision of $2.2 million, which is primarily the result of the net activity relating to our portfolio investments held in our Taxable Subsidiaries, including changes in loss carryforwards, changes in net unrealized appreciation/depreciation and other temporary book-tax differences and (ii) a current tax provision of $1.0 million related to a $0.6 million provision for current federal and state income taxes and $0.4 million provision for excise tax on our estimated undistributed taxable income. The income tax provision for the nine months ended September 30, 2022 of $1.9 million consisted of (i) a current tax provision of $1.6 million related to a $0.9 million provision for excise tax on our estimated undistributed taxable income and $0.7 million provision for current federal and state income taxes and (ii) a deferred tax provision of $0.3 million, which is primarily the result of the net activity relating to our portfolio investments held in our Taxable Subsidiaries, including changes in loss carryforwards, changes in net unrealized appreciation/depreciation and other temporary book-tax differences.

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Net Increase in Net Assets Resulting from Operations

The net increase in net assets resulting from operations for the nine months ended September 30, 2023 was $44.9 million, or $0.56 per share, compared with $33.3 million, or $0.42 per share, during the nine months ended September 30, 2022. The tables above provide a summary of the reasons for the change in net increase in net assets resulting from operations for the nine months ended September 30, 2023 as compared to the nine months ended September 30, 2022.

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LIQUIDITY AND CAPITAL RESOURCES

Cash Flows

For the nine months ended September 30, 2023, we realized a net increase in cash and cash equivalents of $1.8 million as the result of $9.0 million of cash provided by our operating activities, partially offset by $7.2 million of cash used in our financing activities.

The $9.0 million of cash provided by our operating activities resulted primarily from (i) cash proceeds totaling $133.2 million from the sales and repayments of debt investments and sales of and return of capital from equity investments and (ii) cash flows that we generated from the operating profits earned totaling $33.4 million, which is our net investment income, excluding the non-cash effects of the accretion of unearned income, payment-in-kind interest income, cumulative dividends and the amortization expense for deferred financing costs, partially offset by the funding of new portfolio investments of $156.5 million.

The $7.2 million of cash used in our financing activities principally consisted of (i) $27.0 million in cash dividends paid to stockholders, (ii) $17.5 million for the repurchases of common stock and (iii) $2.4 million for the payment of deferred financing costs and offering costs, partially offset by (i) $35.0 million net cash proceeds related to our Credit Facilities and (ii) $4.7 million cash proceeds related to common stock issuance.

Share Repurchase Program

On March 31, 2020, our Board of Directors unanimously approved a temporary suspension of the share repurchase program commencing with the second quarter of 2020. Our Board of Directors determined that it was the best interest of the Company to suspend the share repurchase program in order to preserve the financial flexibility and liquidity given the prolonged impact of COVID-19.

On March 2, 2021, our Board of Directors unanimously approved the reinstatement of the share repurchase program commencing in April 2021 with repurchases effectuated via tender offers, and we have conducted quarterly tender offers pursuant to the share repurchase program since then. The quarterly tender offers are generally equal to 90% of the aggregate dividend reinvestment plan proceeds resulting from dividend payments. See Item 2. Unregistered Sales of Equity Securities and Use of Proceeds of Part II of this Quarterly Report on Form 10-Q for more information regarding repurchases of our common stock during the three months ended September 30, 2023.

Dutch Auction Tender Offers

On May 15, 2023 we commenced a modified “Dutch Auction” tender offer (the “May Dutch Auction Tender Offer”) pursuant to the Offer to Purchase, dated May 15, 2023, which expired on June 13, 2023. Pursuant to the May Dutch Auction Tender Offer, we repurchased 406,904 shares, representing 0.5% of our then outstanding shares, on June 21, 2023 at a price of $5.50 per share for an aggregate cost of $2.2 million, excluding fees and expenses related to the May Dutch Auction Tender Offer.

On August 16, 2023, we and Main Street commenced a modified “Dutch Auction” tender offer (the “August Dutch Auction Tender Offer” and, together with the May Dutch Auction Tender Offer, the “Dutch Auction Tender Offers”) pursuant to the Offer to Purchase, dated August 16, 2023, which expired on September 20, 2023. The August Dutch Auction Tender Offer was a simultaneous combined offer by us and by Main Street to purchase shares of our common stock. Pursuant to the August Dutch Auction Tender Offer, we repurchased 432,920 shares, representing 0.5% of our then outstanding shares for purchase at a price of $6.50 per share (the “August Clearing Price”), for an aggregate cost of $2.8 million, and Main Street purchased 115,385 shares at the August Clearing Price for an aggregate cost of $0.8 million.

Capital Resources

As of September 30, 2023, we had $23.1 million in cash and cash equivalents and $108.3 million of unused capacity under the Credit Facilities, which we maintain to support our investment and operating activities. As of September 30, 2023, our NAV totaled $613.6 million, or $7.67 per share.

As of September 30, 2023, we had $92.0 million outstanding and $73.0 million of undrawn commitments under our Corporate Facility and $264.7 million outstanding and $35.3 million of undrawn commitments under our SPV Facility, both of which we estimated approximated fair value. Availability under our Credit Facilities is subject to certain leverage

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and borrowing base limitations, various covenants, reporting requirements and other customary requirements for similar credit facilities. For further information on our Credit Facilities, including key terms and financial covenants, refer to Note D — Debt included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

We closed our continuous follow-on public offering of shares to new investors effective September 2017. As such, our ability to raise additional equity is limited.

As a BDC, we generally are required to maintain a coverage ratio, or BDC asset coverage ratio, of total assets to total senior securities, which include borrowings and any preferred stock we may issue in the future, of at least 200% (or 150% if certain requirements are met in the future). This requirement limits the amount that we may borrow. As of September 30, 2023, our BDC asset coverage ratio was 221%. The combination of these factors limits our access to capital to fund future investment activities or operating requirements, including our ability to grow the Investment Portfolio. We anticipate that we will continue to fund our investment activities and operating requirements through existing cash and cash equivalents, cash flows generated through our ongoing operating activities, including cash proceeds from the repayments and from the sales of investments in our portfolio companies, and utilization of available borrowings under our Credit Facilities. Our primary uses of funds will be investments in portfolio companies, operating expenses, cash distributions to holders of our common stock and share repurchases under our share repurchase programs.

We periodically invest excess cash balances into marketable securities and idle funds investments. The primary investment objective of marketable securities and idle funds investments is to generate incremental cash returns on excess cash balances prior to utilizing those funds for investment in our Private Loan, LMM and Middle Market portfolio investments. Marketable securities and idle funds investments generally consist of debt investments, independently rated debt investments, certificates of deposit with financial institutions, diversified bond funds and publicly traded debt and equity investments.

In order to satisfy the Code requirements applicable to a RIC, we intend to distribute to our stockholders, after consideration and application of our ability under the Code to carry forward certain excess undistributed taxable income from one tax year into the next tax year, substantially all of our taxable income.

Although we have been able to secure access to additional liquidity, including through the Credit Facilities and the Note Purchase Agreement, there is no assurance that debt or equity capital will be available to us in the future on favorable terms, or at all.

Recently Issued or Adopted Accounting Standards

From time to time, new accounting pronouncements are issued by the FASB or other standards setting bodies that are adopted by us as of the specified effective date. We believe that the impact of recently issued standards and any that are not yet effective will not have a material impact on our consolidated financial statements upon adoption. For a description of recently issued or adopted accounting standards, see Note B.11. — Summary of Significant Accounting Policies — Recently Issued or Adopted Accounting Standards included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

Inflation

Inflation has not historically had a significant effect on our results of operations in any of the reporting periods presented herein. However, our portfolio companies have experienced, specifically including over the last few years, as a result of recent geopolitical events, supply chain and labor issues, and may continue to experience, the increasing impacts of inflation on their operating results, including periodic escalations in their costs for labor, raw materials and third-party services and required energy consumption. These issues and challenges related to inflation are receiving significant attention from our investment teams and the management teams of our portfolio companies as we work to manage these growing challenges. Prolonged or more severe impacts of inflation to our portfolio companies could continue to affect their operating profits and, thereby, increase their borrowing costs, and as a result negatively impact their ability to service their debt obligations and/or reduce their available cash for distributions. In addition, these factors could have a negative effect on the fair value of our investments in these portfolio companies. The combined impacts therefrom in turn could negatively affect our results of operations.

Off-Balance Sheet Arrangements

We may be a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financial needs of our portfolio companies. These instruments include commitments to extend credit and fund equity

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capital and involve, to varying degrees, elements of liquidity and credit risk in excess of the amount recognized in the Consolidated Balance Sheets. At September 30, 2023, we had a total of $68.7 million in outstanding commitments comprised of (i) 70 investments with commitments to fund revolving loans that had not been fully drawn or term loans with additional commitments not yet funded and (ii) three investments with equity capital commitments that had not been fully called.

Contractual Obligations

As of September 30, 2023, we had $506.7 million in total borrowings outstanding under our Credit Facilities and Series A Notes. The Corporate Facility will mature on March 1, 2026. The SPV Facility will mature on February 3, 2028. The Series A Notes will mature on October 30, 2026. See further discussion of the terms of our Credit Facilities, Series A Notes and other debt in Note D — Debt included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

A summary of our significant contractual payment obligations for the repayment of outstanding borrowings at September 30, 2023 is as follows:

			2023						2024						2025						2026						2027						Thereafter						Total
			(dollars in thousands)
SPV Facility(1)			$	—					$	—					$	—					$	—					$	—					$	264,688					$	264,688
Series A Notes			—						—						—						150,000						—						—						150,000
Interest due on Series A Notes			3,030						6,060						6,060						6,060						—						—						21,210
Corporate Facility(2)			—						—						—						92,000						—						—						92,000
Total			$	3,030					$	6,060					$	6,060					$	248,060					$	—					$	264,688					$	527,898

_________________

(1)As of September 30, 2023, $35.3 million remained available to borrow under the SPV Facility; however, our borrowing ability is limited to leverage and borrowing base restrictions imposed by the SPV Facility and the 1940 Act, as discussed above.

(2)As of September 30, 2023, $73.0 million remained available to borrow under the Corporate Facility; however, our borrowing ability is limited to leverage and borrowing base restrictions imposed by the Corporate Facility and the 1940 Act, as discussed above.

Related Party Transactions and Agreements

We have entered into agreements with our Adviser and/or certain of its affiliates and other parties whereby we pay certain fees and reimbursements to these entities. These included payments for selling commissions and fees and for reimbursement of offering costs. In addition, we make payments for certain services that include the identification, execution and management of our investments and also the management of our day-to-day operations provided to us by our Adviser, pursuant to various agreements that we have entered into. See Note J — Related Party Transactions included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q for additional information regarding these related party transactions and agreements.

Recent Developments

On November 1, 2023, we sold 475,888 shares of our common stock to Main Street at $7.88 per share, the

price at which we issued new shares in connection with reinvestments of the November 1, 2023 dividend pursuant

to the DRIP, for total proceeds to us of $3.8 million. The issuance and sale were made pursuant to the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and were 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 us or our Adviser.

On November 1, 2023, we repurchased 530,290 shares of our common stock validly tendered and not withdrawn on the terms set forth in our tender offer statement on Schedule TO and Offer to Purchase filed with the SEC on September 21, 2023. The shares were repurchased at a price of $7.73 per share, which was our NAV per share as of

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November 1, 2023, for an aggregate purchase price of $4.1 million (an amount equal to 90% of the proceeds we received from the issuance of shares under the our DRIP from the November 1, 2023 dividend payment).

On November 9, 2023, our Board of Directors declared a quarterly cash dividend of $0.175 per share payable January 31, 2024 to stockholders of record as of December 29, 2023. Additionally, our Board of Directors approved a repurchase offer pursuant to our share repurchase program in an amount equal to 90% of the proceeds resulting from shares issued in lieu of cash distributions from the January 31, 2024 dividend payment.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are subject to financial market risks, including changes in interest rates, and changes in interest rates may affect both our interest expense on the debt outstanding under our Credit Facilities and our interest income from portfolio investments. Our risk management systems and procedures are designed to identify and analyze our risk, to set appropriate policies and limits and to continually monitor these risks. Our investment income will be affected by changes in various interest rate indices, including LIBOR, SOFR and Prime rates, to the extent that any debt investments include floating interest rates. See Risk Factors — Risks Related to our Investments — The interest rates of some of our investments are priced using a spread over LIBOR, which will be phased out in the future., Risk Factors — Risks Related to our Business and Structure — We are subject to risks associated with the interest rate environment and changes in interest rates will affect our cost of capital, net investment income and the value of our investments. and Risk Factors — Risks Related to Leverage — Because we borrow money, the potential for gain or loss on amounts invested in us is magnified and may increase the risk of investing in us. included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 for more information regarding risks associated with our debt investments and borrowings that utilize LIBOR, SOFR or Prime as a reference rate.

The majority of our debt investments are made with either fixed interest rates or floating rates that are subject to contractual minimum interest rates for the term of the investment. As of September 30, 2023, 81% of our debt Investment Portfolio (at cost) bore interest at floating rates, 92% of which were subject to contractual minimum interest rates. As of September 30, 2023, 29% of our debt obligations bore interest at fixed rates. Our interest expense will be affected by changes in the published SOFR rate in connection with our Credit Facilities; however, the interest rates on our outstanding Series A Notes are fixed for the life of such debt. As of September 30, 2023, we had not entered into any interest rate hedging arrangements. Due to our limited use of derivatives, we have claimed an exclusion from the definition of the term “commodity pool operator” under the Commodity Exchange Act and, therefore, are not subject to registration or regulation as a pool operator under such Act. The Company intends to operate as a “limited derivatives user” under Rule 18f-4 under the 1940 Act.

The following table shows the approximate annualized increase or decrease in the components of net investment income due to hypothetical base rate changes in interest rates, assuming no changes in our investments and borrowings as of September 30, 2023.

Basis Point Change						Increase (Decrease) in Interest Income						(Increase) Decrease in Interest Expense						Increase (Decrease) in Net Investment Income						Increase (Decrease) in Net Investment Income per Share
						(dollars in thousands, except per share amounts)
(200)						$	(14,887)					$	7,134					$	(7,753)					$	(0.10)
(175)						(13,026)						6,242						(6,784)						(0.08)
(150)						(11,165)						5,350						(5,815)						(0.07)
(125)						(9,304)						4,459						(4,845)						(0.06)
(100)						(7,443)						3,567						(3,876)						(0.05)
(75)						(5,582)						2,675						(2,907)						(0.04)
(50)						(3,722)						1,783						(1,939)						(0.02)
(25)						(1,861)						892						(969)						(0.01)
25						1,861						(892)						969						0.01
50						3,722						(1,783)						1,939						0.02
75						5,582						(2,675)						2,907						0.04
100						7,443						(3,567)						3,876						0.05
125						9,304						(4,459)						4,845						0.06
150						11,165						(5,350)						5,815						0.07
175						13,026						(6,242)						6,784						0.08
200						14,887						(7,134)						7,753						0.10

Although we believe that this analysis is indicative of the impact of interest rate changes to our Net Investment Income as of September 30, 2023, the analysis does not take into consideration future changes in the credit market, credit quality, or other business or economic developments that could affect our Net Investment Income. Accordingly, we can

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offer no assurances that actual results would not differ materially from the analysis above. The hypothetical results assume that all LIBOR, SOFR and Prime rate changes would be effective on the first day of the period. However, the contractual LIBOR, SOFR and Prime rate reset dates would vary throughout the period. The majority of our investments are based on contracts which reset quarterly while our Corporate Facility and our SPV Facility reset on a monthly and quarterly basis, respectively. The hypothetical results would also be impacted by the changes in the amount of debt outstanding under our Credit Facilities (with an increase (decrease) in the debt outstanding under the Credit Facilities resulting in an (increase) decrease in the hypothetical interest expense).

Item 4. Controls and Procedures

As of the end of the period covered by this quarterly report on Form 10-Q, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer, Chief Financial Officer, Chief Compliance Officer and Chief Accounting Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act). Based on that evaluation, our Chief Executive Officer, Chief Financial Officer, Chief Compliance Officer and Chief Accounting Officer have concluded that our current disclosure controls and procedures are effective in timely alerting them of material information relating to us that is required to be disclosed in the reports we file or submit under the Exchange Act. There have been no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings

We, the Adviser and/or Main Street may, from time to time, be involved in litigation arising out of our operations in the normal course of business or otherwise. Furthermore, third parties may seek to impose liability on us, the Adviser and/or Main Street in connection with the activities of our portfolio companies. While the outcome of any current legal proceedings cannot at this time be predicted with certainty, we do not expect any current matters will materially affect our, the Adviser’s or Main Street’s financial condition or results of operations; however, there can be no assurance whether any pending legal proceedings will have a material adverse effect on our, the Adviser’s or Main Street’s financial condition or results of operations in any future reporting period.

Item 1A. Risk Factors

You should carefully consider the risks described below and all other information contained in this Quarterly Report on Form 10-Q, including our interim consolidated financial statements and the related notes thereto, before making a decision to purchase our securities. The risks and uncertainties described below are not the only ones facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may have a material adverse effect on our business, financial condition and/or operating results, as well as the market price of our securities.

In addition to the other information set forth in this report, you should carefully consider the risk factors described in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 that we filed with the SEC on March 14, 2023 and in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 that we filed with the SEC on May 12, 2023, which could materially affect our business, financial condition and/or operating results.

There are no material changes to the risk factors as previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2023.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Sales of Unregistered Securities

During the three months ended September 30, 2023, we issued 594,294 shares of our common stock under our dividend reinvestment plan. These issuances were not subject to the registration requirements of the Securities Act of 1933, as amended. The aggregate value of the shares of common stock issued during the three months ended September 30, 2023 under the DRIP was $4.7 million.

On August 1, 2023, we sold 348,542 shares of our common stock to Main Street at $7.89 per share, the price at which we issued new shares in connection with reinvestments of the August 1, 2023 dividend pursuant to the DRIP, for total proceeds to the Company of $2.8 million. The sale of shares was exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.

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Issuer Purchases of Equity Securities

The following chart summarizes repurchases of our common stock for the three months ended September 30, 2023.

Period						Total number of shares purchased						Average price paid per share						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
July 1 through July 31, 2023						—						$	—					—						—
August 1 through August 31, 2023(a)						545,659						7.74						545,659						N/A
September 1 through September 30, 2023(b)						432,920						6.50						432,920						N/A
Total						978,579												978,579

_________________

(a)Shares repurchased under the quarterly share repurchase program at NAV (see Note G — Share Repurchases included in Item 1. Consolidated Financial Statements for more information).

(b)Shares repurchased under the August Dutch Auction Tender Offer (see Liquidity and Capital Resources included in Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations for more information).

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Item 6. Exhibits

Listed below are the exhibits which are filed as part of this report (according to the number assigned to them in Item 601 of Regulation S-K):

Exhibit Number						Description of Exhibit
10.1						Second Amendment to Loan and Security Agreement, dated August 31, 2023, by and among MSIF Funding, LLC, as borrower; MSC Income Fund, Inc., as portfolio manager; U.S. Bank Trust Company, National Association, as collateral agent and collateral administrator; U.S. Bank National Association, as securities intermediary; and JPMorgan Chase Bank, National Association, as administrative agent and lender (filed as Exhibit 10.1 to the Registrant’s current report on Form 8-K filed on August 31, 2023 (File No. 814-00939) and incorporated herein by reference).
31.1						Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
31.2						Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
32.1						Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
32.2						Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
101						The following financial information from our Quarterly Report on Form 10-Q for the third quarter of fiscal year 2023, filed with the SEC on November 13, 2023, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) the Consolidated Balance Sheets at September 30, 2023 and December 31, 2022, (ii) the Consolidated Statements of Operations for the three and nine months ended September 30, 2023 and 2022, (iii) the Consolidated Statements of Changes in Net Assets for the periods ended September 30, 2023 and 2022, (iv) the Consolidated Statements of Cash Flows for the nine months ended September 30, 2023 and 2022, (v) the Consolidated Schedule of Investments for the periods ended September 30, 2023 and December 31, 2022, (vi) the Notes to Consolidated Financial Statements and (vii) the Consolidated Schedule 12-14 for the nine months ended September 30, 2023 and 2022.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			MSC INCOME FUND, INC.
Date: November 13, 2023			/s/ DWAYNE L. HYZAK
			Dwayne L. Hyzak
			Chief Executive Officer
			(principal executive officer)
Date: November 13, 2023			/s/ JESSE E. MORRIS
			Jesse E. Morris
			Chief Financial Officer and Chief Operating Officer
			(principal financial officer)
Date: November 13, 2023			/s/ CORY E. GILBERT
			Cory E. Gilbert
			Vice President and Chief Accounting Officer
			(principal accounting officer)

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