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Secured Debt 22024-09-300001535778msif:CreativeFoamCorporationMember2024-09-300001535778Dalton US Inc., Common Stock2024-09-300001535778DMA Industries, LLC, Secured Debt 12024-09-300001535778DMA Industries, LLC, Secured Debt 22024-09-300001535778DMA Industries, LLC, Preferred Equity 12024-09-300001535778DMA Industries, LLC, Preferred Equity 22024-09-300001535778msif:DMAIndustriesLLCMember2024-09-300001535778DTE Enterprises, LLC, Class AA Preferred Member Units (non-voting)2024-09-300001535778DTE Enterprises, LLC, Class A Preferred Member Units2024-09-300001535778msif:DTEEnterprisesLLCMember2024-09-300001535778Dynamic Communities, LLC, Secured Debt 12024-09-300001535778Dynamic Communities, LLC, Secured Debt 22024-09-300001535778Dynamic Communities, LLC, Preferred Equity 12024-09-300001535778Dynamic Communities, LLC, Preferred Equity 22024-09-300001535778Dynamic Communities, LLC, Common Equity2024-09-300001535778msif:DynamicCommunitiesLLCMember2024-09-300001535778Elgin AcquireCo, LLC, Secured Debt 12024-09-300001535778Elgin AcquireCo, LLC, Secured Debt 22024-09-300001535778Elgin AcquireCo, LLC, Secured Debt 32024-09-300001535778Elgin AcquireCo, LLC, Common Stock 12024-09-300001535778Elgin AcquireCo, LLC, Common Stock 22024-09-300001535778msif:ElginAcquireCoLLCMember2024-09-300001535778Emerald Technologies Acquisition Co, Inc., Secured Debt2024-09-300001535778Escalent, Inc., Secured Debt 12024-09-300001535778Escalent, Inc., Secured Debt 22024-09-300001535778Escalent, Inc., Common Equity2024-09-300001535778msif:EscalentIncMember2024-09-300001535778Event Holdco, LLC, Secured Debt 12024-09-300001535778Event Holdco, LLC, Secured Debt 22024-09-300001535778msif:EventHoldcoLLCMember2024-09-300001535778FCC Intermediate Holdco, LLC, Secured Debt 2024-09-300001535778FCC Intermediate Holdco, LLC, Warrants2024-09-300001535778msif:FCCIntermediateHoldcoLLCMember2024-09-300001535778Garyline, LLC, Secured Debt 12024-09-300001535778Garyline, LLC, Secured Debt 22024-09-300001535778Garyline, LLC, Common Equity2024-09-300001535778msif:GarylineLLCMember2024-09-300001535778Hawk Ridge Systems, LLC, Secured Debt 12024-09-300001535778Hawk Ridge Systems, LLC, Secured Debt 22024-09-300001535778Hawk Ridge Systems, LLC, Preferred Member Units 12024-09-300001535778Hawk Ridge Systems, LLC, Preferred Member Units 22024-09-300001535778msif:HawkRidgeSystemsLLCMember2024-09-300001535778HDC/HW Intermediate Holdings, Secured Debt 12024-09-300001535778HDC/HW Intermediate Holdings, Secured Debt 22024-09-300001535778HDC/HW Intermediate Holdings, Common Equity2024-09-300001535778msif:HDCHWIntermediateHoldingsMember2024-09-300001535778HEADLANDS OP-CO LLC, Secured Debt 12024-09-300001535778HEADLANDS OP-CO LLC, Secured Debt 22024-09-300001535778HEADLANDS OP-CO LLC, Secured Debt 32024-09-300001535778HEADLANDS OP-CO LLC, Secured Debt 42024-09-300001535778HEADLANDS OP-CO LLC, Secured Debt 52024-09-300001535778msif:HEADLANDSOPCOLLCMember2024-09-300001535778Hornblower Sub, LLC, Secured Debt 12024-09-300001535778Hornblower Sub, LLC, Secured Debt 22024-09-300001535778msif:HornblowerSubLLCMember2024-09-300001535778Hybrid Promotions, LLC, Secured Debt2024-09-300001535778IG Parent Corporation, Secured Debt 12024-09-300001535778IG Parent Corporation, Secured Debt 22024-09-300001535778IG Parent Corporation, Secured Debt 32024-09-300001535778msif:IGParentCorporationMember2024-09-300001535778Imaging Business Machines, L.L.C., Secured Debt 12024-09-300001535778Imaging Business Machines, L.L.C., Secured Debt 22024-09-300001535778Imaging Business Machines, L.L.C., Common Equity2024-09-300001535778msif:ImagingBusinessMachinesLLCMember2024-09-300001535778Implus Footcare, LLC, Secured Debt2024-09-300001535778Infinity X1 Holdings, LLC, Secured Debt2024-09-300001535778Infinity X1 Holdings, LLC, Preferred Equity2024-09-300001535778msif:InfinityX1HoldingsLLCMember2024-09-300001535778Insight Borrower Corporation, Secured Debt 12024-09-300001535778Insight Borrower Corporation, Secured Debt 22024-09-300001535778Insight Borrower Corporation, Secured Debt 32024-09-300001535778Insight Borrower Corporation, Common Equity2024-09-300001535778msif:InsightBorrowerCorporationMember2024-09-300001535778Inspire Aesthetics Management, LLC, Secured Debt 12024-09-300001535778Inspire Aesthetics Management, LLC, Secured Debt 22024-09-300001535778Inspire Aesthetics Management, LLC, Secured Debt 32024-09-300001535778Inspire Aesthetics Management, LLC, Common Equity2024-09-300001535778msif:InspireAestheticsManagementLLCMember2024-09-300001535778Interface Security Systems, L.L.C, Secured Debt 12024-09-300001535778Interface Security Systems, L.L.C, Secured Debt 22024-09-300001535778Interface Security Systems, L.L.C, Common Stock2024-09-300001535778msif:InterfaceSecuritySystemsLLCMember2024-09-300001535778Invincible Boat Company, LLC., Secured Debt 12024-09-300001535778Invincible Boat Company, LLC., Secured Debt 22024-09-300001535778msif:InvincibleBoatCompanyLLCMember2024-09-300001535778INW Manufacturing, LLC, Secured Debt2024-09-300001535778Iron-Main Investments, LLC, Secured Debt 12024-09-300001535778Iron-Main Investments, LLC, Secured Debt 22024-09-300001535778Iron-Main Investments, LLC, Secured Debt 32024-09-300001535778Iron-Main Investments, LLC, Secured Debt 42024-09-300001535778Iron-Main Investments, LLC, Secured Debt 52024-09-300001535778Iron-Main Investments, LLC, Preferred Equity2024-09-300001535778Iron-Main Investments, LLC, Common Stock2024-09-300001535778msif:IronMainInvestmentsLLCMember2024-09-300001535778Isagenix International, LLC, Secured Debt2024-09-300001535778Isagenix International, LLC, Common Equity2024-09-300001535778msif:IsagenixInternationalLLCMember2024-09-300001535778Island Pump and Tank, LLC, Secured Debt 12024-09-300001535778Island Pump and Tank, LLC, Secured Debt 22024-09-300001535778Island Pump and Tank, LLC, Secured Debt 32024-09-300001535778Island Pump and Tank, LLC, Secured Debt 42024-09-300001535778msif:IslandPumpAndTankLLCMember2024-09-300001535778ITA Holdings Group, LLC, Secured Debt 12024-09-300001535778ITA Holdings Group, LLC, Secured Debt 22024-09-300001535778ITA Holdings Group, LLC, Secured Debt 32024-09-300001535778ITA Holdings Group, LLC, Secured Debt 42024-09-300001535778ITA Holdings Group, LLC, Warrants2024-09-300001535778msif:ITAHoldingsGroupLLCMember2024-09-300001535778Jackmont Hospitality, Inc., Secured Debt 12024-09-300001535778Jackmont Hospitality, Inc., Secured Debt 22024-09-300001535778Jackmont Hospitality, Inc., Secured Debt 32024-09-300001535778Jackmont Hospitality, Inc., Preferred Equity2024-09-300001535778msif:JackmontHospitalityIncMember2024-09-300001535778JDC Power Services, LLC, Secured Debt 12024-09-300001535778JDC Power Services, LLC, Secured Debt 22024-09-300001535778msif:JDCPowerServicesLLCMember2024-09-300001535778Joerns Healthcare, LLC, Secured Debt 12024-09-300001535778Joerns Healthcare, LLC, Secured Debt 22024-09-300001535778Joerns Healthcare, LLC, Secured Debt 32024-09-300001535778Joerns Healthcare, LLC, Secured Debt 42024-09-300001535778Joerns Healthcare, LLC, Common Stock 12024-09-300001535778Joerns Healthcare, LLC, Common Stock 22024-09-300001535778msif:JoernsHealthcareLLCMember2024-09-300001535778JorVet Holdings, LLC, Secured Debt2024-09-300001535778JorVet Holdings, LLC, Preferred Equity2024-09-300001535778msif:JorVetHoldingsLLCMember2024-09-300001535778JTI Electrical & Mechanical, LLC, Secured Debt 12024-09-300001535778JTI Electrical & Mechanical, LLC, Secured Debt 22024-09-300001535778JTI Electrical & Mechanical, LLC, Secured Debt 32024-09-300001535778JTI Electrical & Mechanical, LLC, Common Equity2024-09-300001535778msif:JTIElectricalMechanicalLLCMember2024-09-300001535778KMS, LLC, Secured Debt 12024-09-300001535778KMS, LLC, Secured Debt 22024-09-300001535778msif:KMSLLCMember2024-09-300001535778Lightbox Holdings, L.P., Secured Debt2024-09-300001535778LL Management, Inc., Secured Debt 12024-09-300001535778LL Management, Inc., Secured Debt 22024-09-300001535778LL Management, Inc., Secured Debt 32024-09-300001535778LL Management, Inc., Secured Debt 42024-09-300001535778LL Management, Inc., Secured Debt 52024-09-300001535778msif:LLManagementIncMember2024-09-300001535778LLFlex, LLC, Secured Debt2024-09-300001535778Logix Acquisition Company, LLC, Secured Debt2024-09-300001535778Mako Steel, LP, Secured Debt 12024-09-300001535778Mako Steel, LP, Secured Debt 22024-09-300001535778msif:MakoSteelLPMember2024-09-300001535778Metalforming Holdings, LLC, Secured Debt 12024-09-300001535778Metalforming Holdings, LLC, Secured Debt 22024-09-300001535778Metalforming Holdings, LLC, Preferred Equity2024-09-300001535778Metalforming Holdings, LLC, Common Stock2024-09-300001535778msif:MetalformingHoldingsLLCMember2024-09-300001535778Microbe Formulas, LLC, Secured Debt 12024-09-300001535778Microbe Formulas, LLC, Secured Debt 22024-09-300001535778msif:MicrobeFormulasLLCMember2024-09-300001535778Mills Fleet Farm Group, LLC, Secured Debt2024-09-300001535778Mini Melts of America, LLC, Secured Debt 12024-09-300001535778Mini Melts of America, LLC, Secured Debt 22024-09-300001535778Mini Melts of America, LLC, Secured Debt 32024-09-300001535778Mini Melts of America, LLC, Secured Debt 42024-09-300001535778Mini Melts of America, LLC, Common Equity2024-09-300001535778msif:MiniMeltsOfAmericaLLCMember2024-09-300001535778MoneyThumb Acquisition, LLC, Secured Debt2024-09-300001535778MoneyThumb Acquisition, LLC, Preferred Member Units2024-09-300001535778MoneyThumb Acquisition, LLC, Warrants2024-09-300001535778msif:MoneyThumbAcquisitionLLCMember2024-09-300001535778MonitorUS Holding, LLC, Secured Debt 12024-09-300001535778MonitorUS Holding, LLC, Secured Debt 22024-09-300001535778MonitorUS Holding, LLC, Secured Debt 32024-09-300001535778MonitorUS Holding, LLC, Unsecured Debt 12024-09-300001535778MonitorUS Holding, LLC, Unsecured Debt 22024-09-300001535778MonitorUS Holding, LLC, Unsecured Debt 32024-09-300001535778MonitorUS Holding, LLC, Common Stock2024-09-300001535778msif:MonitorUSHoldingLLCMember2024-09-300001535778NinjaTrader, LLC, Secured Debt 12024-09-300001535778NinjaTrader, LLC, Secured Debt 22024-09-300001535778msif:NinjaTraderLLCMember2024-09-300001535778Obra Capital, Inc., Secured Debt 12024-09-300001535778Obra Capital, Inc., Secured Debt 22024-09-300001535778msif:ObraCapitalInc.Member2024-09-300001535778OnPoint, Secured Debt 2024-09-300001535778Peaches Holding Corporation, Common Equity2024-09-300001535778Power System Solutions, Secured Debt 12024-09-300001535778Power System Solutions, Secured Debt 22024-09-300001535778Power System Solutions, Secured Debt 32024-09-300001535778Power System Solutions, Common Equity2024-09-300001535778msif:PowerSystemSolutionsMember2024-09-300001535778PrimeFlight Aviation Services, Secured Debt 12024-09-300001535778PrimeFlight Aviation Services, Secured Debt 22024-09-300001535778PrimeFlight Aviation Services, Secured Debt 32024-09-300001535778PrimeFlight Aviation Services, Secured Debt 42024-09-300001535778msif:PrimeFlightAviationServicesMember2024-09-300001535778PTL US Bidco, Inc, Secured Debt 12024-09-300001535778PTL US Bidco, Inc, Secured Debt 22024-09-300001535778msif:PTLUSBidcoIncMember2024-09-300001535778Purge Rite, LLC, Secured Debt 12024-09-300001535778Purge Rite, LLC, Secured Debt 22024-09-300001535778Purge Rite, LLC, Preferred Equity2024-09-300001535778Purge Rite, LLC, Common Equity2024-09-300001535778msif:PurgeRiteLLCMember2024-09-300001535778Richardson Sales Solutions, Secured Debt 12024-09-300001535778Richardson Sales Solutions, Secured Debt 22024-09-300001535778Richardson Sales Solutions, Secured Debt 32024-09-300001535778msif:RichardsonSalesSolutionsMember2024-09-300001535778Roof Opco, LLC, Secured Debt 12024-09-300001535778Roof Opco, LLC, Secured Debt 22024-09-300001535778Roof Opco, LLC, Secured Debt 32024-09-300001535778msif:RoofOpcoLLCMember2024-09-300001535778Rug Doctor, LLC., Secured Debt 12024-09-300001535778Rug Doctor, LLC., Secured Debt 22024-09-300001535778msif:RugDoctorLLCMember2024-09-300001535778Slick Innovations, LLC, Secured Debt2024-09-300001535778Slick Innovations, LLC, Common Stock2024-09-300001535778msif:SlickInnovationsLLCMember2024-09-300001535778South Coast Terminals Holdings, LLC, Secured Debt 12024-09-300001535778South Coast Terminals Holdings, LLC, Secured Debt 22024-09-300001535778South Coast Terminals Holdings, LLC, Common Equity2024-09-300001535778msif:SouthCoastTerminalsHoldingsLLCMember2024-09-300001535778SPAU Holdings, LLC, Secured Debt 12024-09-300001535778SPAU Holdings, LLC, Secured Debt 22024-09-300001535778SPAU Holdings, LLC, Common Stock2024-09-300001535778msif:SPAUHoldingsLLCMember2024-09-300001535778Tex Tech Tennis, LLC, Preferred Equity2024-09-300001535778The Affiliati Network, LLC, Secured Debt 12024-09-300001535778The Affiliati Network, LLC, Secured Debt 22024-09-300001535778The Affiliati Network, LLC, Preferred Stock 12024-09-300001535778The Affiliati Network, LLC, Preferred Stock 22024-09-300001535778msif:TheAffiliatiNetworkLLCMember2024-09-300001535778Titan Meter Midco Corp., Secured Debt 12024-09-300001535778Titan Meter Midco Corp., Secured Debt 22024-09-300001535778Titan Meter Midco Corp., Preferred Equity2024-09-300001535778msif:TitanMeterMidcoCorp.Member2024-09-300001535778U.S. TelePacific Corp., Secured Debt 12024-09-300001535778U.S. TelePacific Corp., Secured Debt 22024-09-300001535778msif:USTelePacificCorpMember2024-09-300001535778UPS Intermediate, LLC, Secured Debt 2024-09-300001535778UPS Intermediate, LLC, Common Equity2024-09-300001535778msif:UPSIntermediateLLCMember2024-09-300001535778Urgent DSO LLC, Secured Debt2024-09-300001535778Urgent DSO LLC, Preferred Equity2024-09-300001535778msif:UrgentDSOLLCMember2024-09-300001535778UserZoom Technologies, Inc., Secured Debt2024-09-300001535778Vistar Media, Inc., Preferred Stock2024-09-300001535778Vitesse Systems, Secured Debt 12024-09-300001535778Vitesse Systems, Secured Debt 22024-09-300001535778msif:VitesseSystemsMember2024-09-300001535778VORTEQ Coil Finishers, LLC, Common Equity2024-09-300001535778Wall Street Prep, Inc., Secured Debt 12024-09-300001535778Wall Street Prep, Inc., Secured Debt 22024-09-300001535778Wall Street Prep, Inc., Common Stock2024-09-300001535778msif:WallStreetPrepIncMember2024-09-300001535778Watterson Brands, LLC, Secured Debt 12024-09-300001535778Watterson Brands, LLC, Secured Debt 22024-09-300001535778Watterson Brands, LLC, Secured Debt 32024-09-300001535778Watterson Brands, LLC, Secured Debt 42024-09-300001535778msif:WattersonBrandsLLCMember2024-09-300001535778West Star Aviation Acquisition, LLC, Secured Debt 12024-09-300001535778West Star Aviation Acquisition, LLC, Secured Debt 22024-09-300001535778West Star Aviation Acquisition, LLC, Secured Debt 32024-09-300001535778West Star Aviation Acquisition, LLC, Common Stock2024-09-300001535778msif:WestStarAviationAcquisitionLLCMember2024-09-300001535778Winter Services LLC, Secured Debt 12024-09-300001535778Winter Services LLC, Secured Debt 22024-09-300001535778Winter Services LLC, Secured Debt 32024-09-300001535778Winter Services LLC, Secured Debt 42024-09-300001535778msif:WinterServicesLLCMember2024-09-300001535778World Micro Holdings, LLC, Secured Debt2024-09-300001535778World Micro Holdings, LLC, Preferred Equity2024-09-300001535778msif:WorldMicroHoldingsLLCMember2024-09-300001535778Xenon Arc, Inc., Secured Debt 12024-09-300001535778Xenon Arc, Inc., Secured Debt 22024-09-300001535778msif:XenonArcIncMember2024-09-300001535778YS Garments, LLC, Secured Debt2024-09-300001535778Zips Car Wash, LLC, Secured Debt 12024-09-300001535778Zips Car Wash, LLC, Secured Debt 22024-09-300001535778msif:ZipsCarWashLLCMember2024-09-300001535778ZRG Partners, LLC, Secured Debt 12024-09-300001535778ZRG Partners, LLC, Secured Debt 22024-09-300001535778ZRG Partners, LLC, Secured Debt 32024-09-300001535778ZRG Partners, LLC, Secured Debt 42024-09-300001535778msif:ZRGPartnersLLCMember2024-09-300001535778First American Treasury Obligations Fund Class Z2024-09-300001535778 Fidelity Government Portfolio Fund Class III2024-09-300001535778us-gaap:MoneyMarketFundsMember2024-09-300001535778srt:MinimumMemberus-gaap:SecuredOvernightFinancingRateSofrMember2024-09-300001535778srt:MaximumMemberus-gaap:SecuredOvernightFinancingRateSofrMember2024-09-300001535778srt:WeightedAverageMemberus-gaap:SecuredOvernightFinancingRateSofrMember2024-09-300001535778srt:MinimumMember2024-09-300001535778srt:MaximumMember2024-09-300001535778MoneyThumb Acquisition, LLC, Warrants2024-01-012024-09-300001535778Analytical Systems Keco Holdings, LLC, Warrants2024-01-012024-09-300001535778ITA Holdings Group, LLC, Warrants2024-01-012024-09-300001535778Bluestem Brands, Inc., Warrants2024-01-012024-09-300001535778FCC Intermediate Holdco, LLC , Warrants2024-01-012024-09-300001535778AAC Holdings, Inc., Warrants2024-01-012024-09-300001535778Acumera, Inc., Warrants2024-01-012024-09-300001535778Vitesse Systems, Secured Debt 1, Secured Overnight Financing Rate2024-09-300001535778Vitesse Systems, Secured Debt 1, Prime2024-09-300001535778Copper Trail Fund Investments, LP Interests (CTMH, LP)2023-12-310001535778GRT Rubber Technologies LLC, Secured Debt 12023-12-310001535778GRT Rubber Technologies LLC, Secured Debt 22023-12-310001535778GRT Rubber Technologies LLC, Member Units2023-12-310001535778msif:GRTRubberTechnologiesLLCMember2023-12-310001535778Harris Preston Fund Investments, LP Interests (2717 MH, L.P.)2023-12-310001535778Volusion, LLC, Secured Debt2023-12-310001535778Volusion, LLC, Preferred Member Units 12023-12-310001535778Volusion, LLC, Preferred Member Units 22023-12-310001535778Volusion, LLC, Preferred Member Units 32023-12-310001535778Volusion, LLC, Common Stock2023-12-310001535778msif:VolusionLLCMember2023-12-310001535778Analytical Systems Keco Holdings, LLC, Secured Debt 12023-12-310001535778Analytical Systems Keco Holdings, LLC, Secured Debt 22023-12-310001535778Analytical Systems Keco Holdings, LLC, Preferred Member Units 12023-12-310001535778Analytical Systems Keco Holdings, LLC, Preferred Member Units 22023-12-310001535778Analytical Systems Keco Holdings, LLC, Warrants2023-12-310001535778msif:AnalyticalSystemsKecoHoldingsLLCMember2023-12-310001535778Barfly Ventures, LLC, Member Units2023-12-310001535778Batjer TopCo, LLC, Secured Debt 12023-12-310001535778Batjer TopCo, LLC, Secured Debt 22023-12-310001535778Batjer TopCo, LLC, Secured Debt 32023-12-310001535778Batjer TopCo, LLC, Preferred Stock2023-12-310001535778msif:BatjerTopCoLLCMember2023-12-310001535778Brewer Crane Holdings, LLC, Secured Debt2023-12-310001535778Brewer Crane Holdings, LLC, Preferred Member Units2023-12-310001535778msif:BrewerCraneHoldingsLLCMember2023-12-310001535778Centre Technologies Holdings, LLC, Secured Debt 12023-12-310001535778Centre Technologies Holdings, LLC, Secured Debt 22023-12-310001535778Centre Technologies Holdings, LLC, Preferred Member Units2023-12-310001535778msif:CentreTechnologiesHoldingsLLCMember2023-12-310001535778Chamberlin Holding LLC, Secured Debt 12023-12-310001535778Chamberlin Holding LLC, Secured Debt 22023-12-310001535778Chamberlin Holding LLC, Member Units 12023-12-310001535778Chamberlin Holding LLC, Member Units 22023-12-310001535778msif:ChamberlinHoldingLLCMember2023-12-310001535778Charps, LLC, Preferred Member Units2023-12-310001535778Clad-Rex Steel, LLC, Secured Debt 12023-12-310001535778Clad-Rex Steel, LLC, Secured Debt 22023-12-310001535778Clad-Rex Steel, LLC, Member Units 12023-12-310001535778Clad-Rex Steel, LLC, Member Units 22023-12-310001535778msif:CladRexSteelLLCMember2023-12-310001535778Cody Pools, Inc., Secured Debt 12023-12-310001535778Cody Pools, Inc., Secured Debt 22023-12-310001535778Cody Pools, Inc., Preferred Member Units2023-12-310001535778msif:CodyPoolsIncMember2023-12-310001535778Colonial Electric Company LLC, Secured Debt 12023-12-310001535778Colonial Electric Company LLC, Secured Debt 22023-12-310001535778Colonial Electric Company LLC, Preferred Member Units 12023-12-310001535778Colonial Electric Company LLC, Preferred Member Units 22023-12-310001535778msif:ColonialElectricCompanyLLCMember2023-12-310001535778Compass Systems & Sales, LLC, Secured Debt 12023-12-310001535778Compass Systems & Sales, LLC, Secured Debt 22023-12-310001535778Compass Systems & Sales, LLC, Preferred Equity2023-12-310001535778msif:CompassSystemsSalesLLCMember2023-12-310001535778Datacom, LLC, Secured Debt 12023-12-310001535778Datacom, LLC, Secured Debt 22023-12-310001535778Datacom, LLC, Preferred Member Units2023-12-310001535778msif:DatacomLLCMember2023-12-310001535778Digital Products Holdings LLC, Secured Debt2023-12-310001535778Digital Products Holdings LLC, Preferred Member Units2023-12-310001535778msif:DigitalProductsHoldingsLLCMember2023-12-310001535778Direct Marketing Solutions, Inc., Secured Debt 12023-12-310001535778Direct Marketing Solutions, Inc., Secured Debt 22023-12-310001535778Direct Marketing Solutions, Inc., Preferred Stock2023-12-310001535778msif:DirectMarketingSolutionsIncMember2023-12-310001535778Flame King Holdings, LLC, Preferred Equity2023-12-310001535778Freeport Financial Funds, LP Interests (Freeport First Lien Loan Fund III LP)2023-12-310001535778Gamber-Johnson Holdings, LLC, Secured Debt 12023-12-310001535778Gamber-Johnson Holdings, LLC, Secured Debt 22023-12-310001535778Gamber-Johnson Holdings, LLC, Member Units2023-12-310001535778msif:GamberJohnsonHoldingsLLCMember2023-12-310001535778GFG Group, LLC, Secured Debt2023-12-310001535778GFG Group, LLC, Preferred Member Units2023-12-310001535778msif:GFGGroupLLCMember2023-12-310001535778Gulf Publishing Holdings, LLC, Secured Debt 12023-12-310001535778Gulf Publishing Holdings, LLC, Secured Debt 22023-12-310001535778Gulf Publishing Holdings, LLC, Preferred Equity2023-12-310001535778Gulf Publishing Holdings, LLC, Member Units2023-12-310001535778msif:GulfPublishingHoldingsLLCMember2023-12-310001535778Harris Preston Fund Investments, LP Interests (HPEP 3, L.P.)2023-12-310001535778IG Investor, LLC, Secured Debt 12023-12-310001535778IG Investor, LLC, Secured Debt 22023-12-310001535778IG Investor, LLC, Common Equity2023-12-310001535778msif:IGInvestorLLCMember2023-12-310001535778Independent Pet Partners Intermediate Holdings, LLC, Common Equity2023-12-310001535778Integral Energy Services, Secured Debt2023-12-310001535778Integral Energy Services, Preferred Equity2023-12-310001535778Integral Energy Services, Common Stock2023-12-310001535778msif:IntegralEnergyServicesMember2023-12-310001535778Kickhaefer Manufacturing Company, LLC, Secured Debt 12023-12-310001535778Kickhaefer Manufacturing Company, LLC, Secured Debt 22023-12-310001535778Kickhaefer Manufacturing Company, LLC, Preferred Equity2023-12-310001535778Kickhaefer Manufacturing Company, LLC, Member Units2023-12-310001535778msif:KickhaeferManufacturingCompanyLLCMember2023-12-310001535778MH Corbin Holding LLC, Secured Debt2023-12-310001535778MH Corbin Holding LLC, Preferred Member Units 12023-12-310001535778MH Corbin Holding LLC, Preferred Member Units 22023-12-310001535778msif:MHCorbinHoldingLLCMember2023-12-310001535778Mystic Logistics Holdings, LLC, Secured Debt 12023-12-310001535778Mystic Logistics Holdings, LLC, Secured Debt 22023-12-310001535778Mystic Logistics Holdings, LLC, Common Stock2023-12-310001535778msif:MysticLogisticsHoldingsLLCMember2023-12-310001535778NexRev LLC, Secured Debt 12023-12-310001535778NexRev LLC, Secured Debt 22023-12-310001535778NexRev LLC, Preferred Member Units2023-12-310001535778msif:NexRevLLCMember2023-12-310001535778NuStep, LLC, Secured Debt 12023-12-310001535778NuStep, LLC, Secured Debt 22023-12-310001535778NuStep, LLC, Preferred Member Units 12023-12-310001535778NuStep, LLC, Preferred Member Units 22023-12-310001535778msif:NuStepLLCMember2023-12-310001535778Oneliance, LLC, Secured Debt2023-12-310001535778Oneliance, LLC, Preferred Stock2023-12-310001535778msif:OnelianceLLCMember2023-12-310001535778Orttech Holdings, LLC, Secured Debt 12023-12-310001535778Orttech Holdings, LLC, Secured Debt 22023-12-310001535778Orttech Holdings, LLC, Preferred Stock2023-12-310001535778msif:OrttechHoldingsLLCMember2023-12-310001535778Pinnacle TopCo, LLC, Secured Debt 12023-12-310001535778Pinnacle TopCo, LLC, Secured Debt 22023-12-310001535778Pinnacle TopCo, LLC, Preferred Equity2023-12-310001535778msif:PinnacleTopCoLLCMember2023-12-310001535778Robbins Bros. Jewelry, Inc., Secured Debt 12023-12-310001535778Robbins Bros. Jewelry, Inc., Secured Debt 22023-12-310001535778Robbins Bros. Jewelry, Inc., Preferred Equity2023-12-310001535778msif:RobbinsBrosJewelryIncMember2023-12-310001535778SI East, LLC, Secured Debt 12023-12-310001535778SI East, LLC, Secured Debt 22023-12-310001535778SI East, LLC, Preferred Member Units2023-12-310001535778msif:SIEastLLCMember2023-12-310001535778Student Resource Center, LLC, Secured Debt2023-12-310001535778Student Resource Center, LLC, Preferred Equity2023-12-310001535778msif:StudentResourceCenterLLCMember2023-12-310001535778Tedder Industries, LLC, Secured Debt 12023-12-310001535778Tedder Industries, LLC, Secured Debt 22023-12-310001535778Tedder Industries, LLC, Preferred Member Units 12023-12-310001535778Tedder Industries, LLC, Preferred Member Units 22023-12-310001535778Tedder Industries, LLC, Preferred Member Units 32023-12-310001535778msif:TedderIndustriesLLCMember2023-12-310001535778Trantech Radiator Topco, LLC, Secured Debt 12023-12-310001535778Trantech Radiator Topco, LLC, Secured Debt 22023-12-310001535778Trantech Radiator Topco, LLC, Common Stock2023-12-310001535778msif:TrantechRadiatorTopcoLLCMember2023-12-310001535778VVS Holdco LLC, Secured Debt 12023-12-310001535778VVS Holdco LLC, Secured Debt 22023-12-310001535778VVS Holdco LLC, Preferred Equity2023-12-310001535778msif:VVSHoldcoLLCMember2023-12-310001535778AAC Holdings, Inc., Secured Debt 12023-12-310001535778AAC Holdings, Inc., Secured Debt 22023-12-310001535778AAC Holdings, Inc., Common Stock2023-12-310001535778AAC Holdings, Inc., Warrants2023-12-310001535778msif:AACHoldingsIncMember2023-12-310001535778AB Centers Acquisition Corporation, Secured Debt 12023-12-310001535778AB Centers Acquisition Corporation, Secured Debt 22023-12-310001535778AB Centers Acquisition Corporation, Secured Debt 32023-12-310001535778AB Centers Acquisition Corporation, Secured Debt 42023-12-310001535778msif:ABCentersAcquisitionCorporationMember2023-12-310001535778Acumera, Inc., Secured Debt 12023-12-310001535778Acumera, Inc., Secured Debt 22023-12-310001535778Acumera, Inc., Warrants2023-12-310001535778msif:AcumeraIncMember2023-12-310001535778Adams Publishing Group, LLC, Secured Debt 12023-12-310001535778Adams Publishing Group, LLC, Secured Debt 22023-12-310001535778msif:AdamsPublishingGroupLLCMember2023-12-310001535778ADS Tactical, Inc., Secured Debt2023-12-310001535778AMEREQUIP LLC, Secured Debt 12023-12-310001535778AMEREQUIP LLC, Secured Debt 22023-12-310001535778AMEREQUIP LLC, Common Stock2023-12-310001535778msif:AMEREQUIPLLCMember2023-12-310001535778American Health Staffing Group, Inc., Secured Debt 12023-12-310001535778American Health Staffing Group, Inc., Secured Debt 22023-12-310001535778msif:AmericanHealthStaffingGroupIncMember2023-12-310001535778American Nuts, LLC, Secured Debt 12023-12-310001535778American Nuts, LLC, Secured Debt 22023-12-310001535778American Nuts, LLC, Secured Debt 32023-12-310001535778American Nuts, LLC, Secured Debt 42023-12-310001535778msif:AmericanNutsLLCMember2023-12-310001535778American Teleconferencing Services, Ltd., Secured Debt 12023-12-310001535778American Teleconferencing Services, Ltd., Secured Debt 22023-12-310001535778msif:AmericanTeleconferencingServicesLtdMember2023-12-310001535778ArborWorks, LLC, Secured Debt 12023-12-310001535778ArborWorks, LLC, Secured Debt 22023-12-310001535778ArborWorks, LLC, Preferred Equity 12023-12-310001535778ArborWorks, LLC, Preferred Equity 22023-12-310001535778ArborWorks, LLC, Common Equity2023-12-310001535778msif:ArborWorksLLCMember2023-12-310001535778Archer Systems, LLC, Common Stock2023-12-310001535778ATS Operating, LLC, Secured Debt 12023-12-310001535778ATS Operating, LLC, Secured Debt 22023-12-310001535778ATS Operating, LLC, Secured Debt 32023-12-310001535778ATS Operating, LLC, Common Stock2023-12-310001535778msif:ATSOperatingLLCMember2023-12-310001535778AVEX Aviation Holdings, LLC, Secured Debt 12023-12-310001535778AVEX Aviation Holdings, LLC, Secured Debt 22023-12-310001535778AVEX Aviation Holdings, LLC, Common Equity2023-12-310001535778msif:AVEXAviationHoldingsLLCMember2023-12-310001535778Berry Aviation, Inc., Preferred Member Units 12023-12-310001535778Berry Aviation, Inc., Preferred Member Units 22023-12-310001535778msif:BerryAviationIncMember2023-12-310001535778Bettercloud, Inc., Secured Debt 12023-12-310001535778Bettercloud, Inc., Secured Debt 22023-12-310001535778msif:BettercloudIncMember2023-12-310001535778Binswanger Enterprises, LLC, Member Units2023-12-310001535778Bluestem Brands, Inc., Secured Debt 12023-12-310001535778Bluestem Brands, Inc., Secured Debt 22023-12-310001535778Bluestem Brands, Inc., Common Stock2023-12-310001535778Bluestem Brands, Inc., Warrants2023-12-310001535778msif:BluestemBrandsIncMember2023-12-310001535778Boccella Precast Products LLC, Secured Debt2023-12-310001535778Boccella Precast Products LLC, Member Units2023-12-310001535778msif:BoccellaPrecastProductsLLCMember2023-12-310001535778Bond Brand Loyalty ULC, Secured Debt 12023-12-310001535778Bond Brand Loyalty ULC, Secured Debt 22023-12-310001535778Bond Brand Loyalty ULC, Secured Debt 32023-12-310001535778Bond Brand Loyalty ULC, Preferred Equity2023-12-310001535778Bond Brand Loyalty ULC, Common Equity2023-12-310001535778msif:BondBrandLoyaltyULCMember2023-12-310001535778Brightwood Capital Fund Investments, LP Interests (Brightwood Capital Fund III, LP)2023-12-310001535778Brightwood Capital Fund Investments, LP Interests (Brightwood Capital Fund IV, LP)2023-12-310001535778msif:BrightwoodCapitalFundInvestmentsMember2023-12-310001535778Buca C, LLC, Secured Debt2023-12-310001535778Buca C, LLC, Preferred Member Units2023-12-310001535778msif:BucaCLLCMember2023-12-310001535778Burning Glass Intermediate Holding Company, Inc., Secured Debt 12023-12-310001535778Burning Glass Intermediate Holding Company, Inc., Secured Debt 22023-12-310001535778msif:BurningGlassIntermediateHoldingCompanyIncMember2023-12-310001535778CAI Software LLC, Preferred Equity 12023-12-310001535778CAI Software LLC, Preferred Equity 22023-12-310001535778msif:CAISoftwareLLCMember2023-12-310001535778Career Team Holdings, LLC, Secured Debt 12023-12-310001535778Career Team Holdings, LLC, Secured Debt 22023-12-310001535778Career Team Holdings, LLC, Common Stock2023-12-310001535778msif:CareerTeamHoldingsLLCMember2023-12-310001535778CaseWorthy, Inc., Secured Debt 12023-12-310001535778CaseWorthy, Inc., Secured Debt 22023-12-310001535778CaseWorthy, Inc., Secured Debt 32023-12-310001535778CaseWorthy, Inc., Common Equity2023-12-310001535778msif:CaseWorthyIncMember2023-12-310001535778Channel Partners Intermediateco, LLC, Secured Debt 12023-12-310001535778Channel Partners Intermediateco, LLC, Secured Debt 22023-12-310001535778Channel Partners Intermediateco, LLC, Secured Debt 32023-12-310001535778Channel Partners Intermediateco, LLC, Secured Debt 42023-12-310001535778msif:ChannelPartnersIntermediatecoLLCMember2023-12-310001535778Clarius BIGS, LLC, Secured Debt2023-12-310001535778Classic H&G Holdings, LLC, Secured Debt 12023-12-310001535778Classic H&G Holdings, LLC, Secured Debt 22023-12-310001535778Classic H&G Holdings, LLC, Preferred Member Units2023-12-310001535778msif:ClassicHGHoldingsLLCMember2023-12-310001535778Computer Data Source, LLC, Secured Debt 12023-12-310001535778Computer Data Source, LLC, Secured Debt 22023-12-310001535778msif:ComputerDataSourceLLCMember2023-12-310001535778Construction Supply Investments, LLC, Member Units2023-12-310001535778CQ Fluency, LLC, Secured Debt 12023-12-310001535778CQ Fluency, LLC, Secured Debt 22023-12-310001535778CQ Fluency, LLC, Secured Debt 32023-12-310001535778msif:CQFluencyLLCMember2023-12-310001535778Dalton US Inc., Common Stock2023-12-310001535778DMA Industries, LLC, Secured Debt2023-12-310001535778DMA Industries, LLC, Preferred Equity2023-12-310001535778msif:DMAIndustriesLLCMember2023-12-310001535778DTE Enterprises, LLC, Class AA Preferred Member Units (non-voting)2023-12-310001535778DTE Enterprises, LLC, Class A Preferred Member Units2023-12-310001535778msif:DTEEnterprisesLLCMember2023-12-310001535778Dynamic Communities, LLC, Secured Debt 12023-12-310001535778Dynamic Communities, LLC, Secured Debt 22023-12-310001535778Dynamic Communities, LLC, Preferred Equity 12023-12-310001535778Dynamic Communities, LLC, Preferred Equity 22023-12-310001535778Dynamic Communities, LLC, Common Equity2023-12-310001535778msif:DynamicCommunitiesLLCMember2023-12-310001535778Elgin AcquireCo, LLC, Secured Debt 12023-12-310001535778Elgin AcquireCo, LLC, Secured Debt 22023-12-310001535778Elgin AcquireCo, LLC, Secured Debt 32023-12-310001535778Elgin AcquireCo, LLC, Common Stock 12023-12-310001535778Elgin AcquireCo, LLC, Common Stock 22023-12-310001535778msif:ElginAcquireCoLLCMember2023-12-310001535778Emerald Technologies Acquisition Co, Inc., Secured Debt2023-12-310001535778Engineering Research & Consulting, LLC, Secured Debt 12023-12-310001535778Engineering Research & Consulting, LLC, Secured Debt 22023-12-310001535778msif:EngineeringResearchConsultingLLCMember2023-12-310001535778Escalent, Inc., Secured Debt 12023-12-310001535778Escalent, Inc., Secured Debt 22023-12-310001535778Escalent, Inc., Common Equity2023-12-310001535778msif:EscalentIncMember2023-12-310001535778Event Holdco, LLC, Secured Debt 12023-12-310001535778Event Holdco, LLC, Secured Debt 22023-12-310001535778msif:EventHoldcoLLCMember2023-12-310001535778Garyline, LLC, Secured Debt 12023-12-310001535778Garyline, LLC, Secured Debt 22023-12-310001535778Garyline, LLC, Common Equity2023-12-310001535778msif:GarylineLLCMember2023-12-310001535778Hawk Ridge Systems, LLC, Secured Debt 12023-12-310001535778Hawk Ridge Systems, LLC, Secured Debt 22023-12-310001535778Hawk Ridge Systems, LLC, Preferred Member Units 12023-12-310001535778Hawk Ridge Systems, LLC, Preferred Member Units 22023-12-310001535778msif:HawkRidgeSystemsLLCMember2023-12-310001535778HDC/HW Intermediate Holdings, Secured Debt 12023-12-310001535778HDC/HW Intermediate Holdings, Secured Debt 22023-12-310001535778msif:HDCHWIntermediateHoldingsMember2023-12-310001535778HEADLANDS OP-CO LLC, Secured Debt 12023-12-310001535778HEADLANDS OP-CO LLC, Secured Debt 22023-12-310001535778HEADLANDS OP-CO LLC, Secured Debt 32023-12-310001535778msif:HEADLANDSOPCOLLCMember2023-12-310001535778Hybrid Promotions, LLC, Secured Debt2023-12-310001535778IG Parent Corporation, Secured Debt 12023-12-310001535778IG Parent Corporation, Secured Debt 22023-12-310001535778IG Parent Corporation, Secured Debt 32023-12-310001535778msif:IGParentCorporationMember2023-12-310001535778Imaging Business Machines, L.L.C., Secured Debt 12023-12-310001535778Imaging Business Machines, L.L.C., Secured Debt 22023-12-310001535778Imaging Business Machines, L.L.C., Common Equity2023-12-310001535778msif:ImagingBusinessMachinesLLCMember2023-12-310001535778Implus Footcare, LLC, Secured Debt2023-12-310001535778Industrial Services Acquisition, LLC, Secured Debt 12023-12-310001535778Industrial Services Acquisition, LLC, Secured Debt 22023-12-310001535778Industrial Services Acquisition, LLC, Preferred Member Units 12023-12-310001535778Industrial Services Acquisition, LLC, Preferred Member Units 22023-12-310001535778Industrial Services Acquisition, LLC, Member Units2023-12-310001535778msif:IndustrialServicesAcquisitionLLCMember2023-12-310001535778Infinity X1 Holdings, LLC, Secured Debt2023-12-310001535778Infinity X1 Holdings, LLC, Preferred Equity2023-12-310001535778msif:InfinityX1HoldingsLLCMember2023-12-310001535778Infolinks Media Buyco, LLC, Secured Debt 12023-12-310001535778Infolinks Media Buyco, LLC, Secured Debt 22023-12-310001535778msif:InfolinksMediaBuycoLLCMember2023-12-310001535778Insight Borrower Corporation, Secured Debt 12023-12-310001535778Insight Borrower Corporation, Secured Debt 22023-12-310001535778Insight Borrower Corporation, Secured Debt 32023-12-310001535778Insight Borrower Corporation, Common Equity2023-12-310001535778msif:InsightBorrowerCorporationMember2023-12-310001535778Inspire Aesthetics Management, LLC, Secured Debt 12023-12-310001535778Inspire Aesthetics Management, LLC, Secured Debt 22023-12-310001535778Inspire Aesthetics Management, LLC, Secured Debt 32023-12-310001535778Inspire Aesthetics Management, LLC, Common Equity2023-12-310001535778msif:InspireAestheticsManagementLLCMember2023-12-310001535778Interface Security Systems, L.L.C, Secured Debt 12023-12-310001535778Interface Security Systems, L.L.C, Secured Debt 22023-12-310001535778Interface Security Systems, L.L.C, Common Stock2023-12-310001535778msif:InterfaceSecuritySystemsLLCMember2023-12-310001535778Intermedia Holdings, Inc., Secured Debt2023-12-310001535778Invincible Boat Company, LLC., Secured Debt 12023-12-310001535778Invincible Boat Company, LLC., Secured Debt 22023-12-310001535778msif:InvincibleBoatCompanyLLCMember2023-12-310001535778INW Manufacturing, LLC, Secured Debt2023-12-310001535778Iron-Main Investments, LLC, Secured Debt 12023-12-310001535778Iron-Main Investments, LLC, Secured Debt 22023-12-310001535778Iron-Main Investments, LLC, Secured Debt 32023-12-310001535778Iron-Main Investments, LLC, Secured Debt 42023-12-310001535778Iron-Main Investments, LLC, Secured Debt 52023-12-310001535778Iron-Main Investments, LLC, Common Stock2023-12-310001535778msif:IronMainInvestmentsLLCMember2023-12-310001535778Isagenix International, LLC, Secured Debt2023-12-310001535778Isagenix International, LLC, Common Equity2023-12-310001535778msif:IsagenixInternationalLLCMember2023-12-310001535778ITA Holdings Group, LLC, Secured Debt 12023-12-310001535778ITA Holdings Group, LLC, Secured Debt 22023-12-310001535778ITA Holdings Group, LLC, Secured Debt 32023-12-310001535778ITA Holdings Group, LLC, Secured Debt 42023-12-310001535778ITA Holdings Group, LLC, Warrants2023-12-310001535778msif:ITAHoldingsGroupLLCMember2023-12-310001535778Jackmont Hospitality, Inc., Secured Debt 12023-12-310001535778Jackmont Hospitality, Inc., Secured Debt 22023-12-310001535778Jackmont Hospitality, Inc., Preferred Equity2023-12-310001535778msif:JackmontHospitalityIncMember2023-12-310001535778Joerns Healthcare, LLC, Secured Debt 12023-12-310001535778Joerns Healthcare, LLC, Secured Debt 22023-12-310001535778Joerns Healthcare, LLC, Secured Debt 32023-12-310001535778Joerns Healthcare, LLC, Common Stock2023-12-310001535778msif:JoernsHealthcareLLCMember2023-12-310001535778Johnson Downie Opco, LLC, Secured Debt 12023-12-310001535778Johnson Downie Opco, LLC, Secured Debt 22023-12-310001535778Johnson Downie Opco, LLC, Preferred Equity2023-12-310001535778msif:JohnsonDownieOpcoLLCMember2023-12-310001535778JorVet Holdings, LLC, Secured Debt2023-12-310001535778JorVet Holdings, LLC, Preferred Equity2023-12-310001535778msif:JorVetHoldingsLLCMember2023-12-310001535778JTI Electrical & Mechanical, LLC, Secured Debt 12023-12-310001535778JTI Electrical & Mechanical, LLC, Secured Debt 22023-12-310001535778JTI Electrical & Mechanical, LLC, Common Equity2023-12-310001535778msif:JTIElectricalMechanicalLLCMember2023-12-310001535778KMS, LLC, Secured Debt 12023-12-310001535778KMS, LLC, Secured Debt 22023-12-310001535778msif:KMSLLCMember2023-12-310001535778Lightbox Holdings, L.P., Secured Debt2023-12-310001535778LL Management, Inc., Secured Debt 12023-12-310001535778LL Management, Inc., Secured Debt 22023-12-310001535778LL Management, Inc., Secured Debt 32023-12-310001535778LL Management, Inc., Secured Debt 42023-12-310001535778LL Management, Inc., Secured Debt 52023-12-310001535778msif:LLManagementIncMember2023-12-310001535778LLFlex, LLC, Secured Debt2023-12-310001535778Logix Acquisition Company, LLC, Secured Debt2023-12-310001535778Mako Steel, LP, Secured Debt 12023-12-310001535778Mako Steel, LP, Secured Debt 22023-12-310001535778msif:MakoSteelLPMember2023-12-310001535778MB2 Dental Solutions, LLC, Secured Debt 12023-12-310001535778MB2 Dental Solutions, LLC, Secured Debt 22023-12-310001535778MB2 Dental Solutions, LLC, Secured Debt 32023-12-310001535778MB2 Dental Solutions, LLC, Secured Debt 42023-12-310001535778msif:MB2DentalSolutionsLLCMember2023-12-310001535778Metalforming Holdings, LLC, Secured Debt 12023-12-310001535778Metalforming Holdings, LLC, Secured Debt 22023-12-310001535778Metalforming Holdings, LLC, Preferred Equity2023-12-310001535778Metalforming Holdings, LLC, Common Stock2023-12-310001535778msif:MetalformingHoldingsLLCMember2023-12-310001535778Microbe Formulas, LLC, Secured Debt 12023-12-310001535778Microbe Formulas, LLC, Secured Debt 22023-12-310001535778msif:MicrobeFormulasLLCMember2023-12-310001535778Mills Fleet Farm Group, LLC, Secured Debt2023-12-310001535778Mini Melts of America, LLC, Secured Debt 12023-12-310001535778Mini Melts of America, LLC, Secured Debt 22023-12-310001535778Mini Melts of America, LLC, Secured Debt 32023-12-310001535778Mini Melts of America, LLC, Secured Debt 42023-12-310001535778Mini Melts of America, LLC, Common Equity2023-12-310001535778msif:MiniMeltsOfAmericaLLCMember2023-12-310001535778MonitorUS Holding, LLC, Secured Debt 12023-12-310001535778MonitorUS Holding, LLC, Secured Debt 22023-12-310001535778MonitorUS Holding, LLC, Secured Debt 32023-12-310001535778MonitorUS Holding, LLC, Common Stock2023-12-310001535778msif:MonitorUSHoldingLLCMember2023-12-310001535778NinjaTrader, LLC, Secured Debt 12023-12-310001535778NinjaTrader, LLC, Secured Debt 22023-12-310001535778NinjaTrader, LLC, Secured Debt 32023-12-310001535778NinjaTrader, LLC, Secured Debt 42023-12-310001535778msif:NinjaTraderLLCMember2023-12-310001535778Obra Capital, Inc. (f/k/a Vida Capital, Inc.), Secured Debt2023-12-310001535778Paragon Healthcare, Inc., Secured Debt 12023-12-310001535778Paragon Healthcare, Inc., Secured Debt 22023-12-310001535778Paragon Healthcare, Inc., Secured Debt 32023-12-310001535778msif:ParagonHealthcareIncMember2023-12-310001535778Power System Solutions, Secured Debt 12023-12-310001535778Power System Solutions, Secured Debt 22023-12-310001535778Power System Solutions, Secured Debt 32023-12-310001535778Power System Solutions, Common Equity2023-12-310001535778msif:PowerSystemSolutionsMember2023-12-310001535778PrimeFlight Aviation Services, Secured Debt 12023-12-310001535778PrimeFlight Aviation Services, Secured Debt 22023-12-310001535778msif:PrimeFlightAviationServicesMember2023-12-310001535778PTL US Bidco, Inc, Secured Debt 12023-12-310001535778PTL US Bidco, Inc, Secured Debt 22023-12-310001535778msif:PTLUSBidcoIncMember2023-12-310001535778Purge Rite, LLC, Secured Debt 12023-12-310001535778Purge Rite, LLC, Secured Debt 22023-12-310001535778Purge Rite, LLC, Preferred Equity2023-12-310001535778msif:PurgeRiteLLCMember2023-12-310001535778RA Outdoors LLC, Secured Debt 12023-12-310001535778RA Outdoors LLC, Secured Debt 22023-12-310001535778msif:RAOutdoorsLLCMember2023-12-310001535778Research Now Group, Inc. and Survey Sampling International, LLC, Secured Debt2023-12-310001535778Richardson Sales Solutions, Secured Debt 12023-12-310001535778Richardson Sales Solutions, Secured Debt 22023-12-310001535778msif:RichardsonSalesSolutionsMember2023-12-310001535778Roof Opco, LLC, Secured Debt 12023-12-310001535778Roof Opco, LLC, Secured Debt 22023-12-310001535778Roof Opco, LLC, Secured Debt 32023-12-310001535778msif:RoofOpcoLLCMember2023-12-310001535778Rug Doctor, LLC., Secured Debt 12023-12-310001535778Rug Doctor, LLC., Secured Debt 22023-12-310001535778msif:RugDoctorLLCMember2023-12-310001535778Slick Innovations, LLC, Secured Debt2023-12-310001535778Slick Innovations, LLC, Common 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transferred to or from other 1940 Act classification during the period, Control Investments2024-01-012024-09-300001535778Other Amounts related to investments transferred to or from other 1940 Act classification during the period, Control Investments2023-12-310001535778Other Amounts related to investments transferred to or from other 1940 Act classification during the period, Control Investments2024-09-300001535778Analytical Systems Keco Holdings, LLC, Secured Debt 12024-01-012024-09-300001535778Analytical Systems Keco Holdings, LLC, Secured Debt 22024-01-012024-09-300001535778Analytical Systems Keco Holdings, LLC, Preferred Member Units 1.12024-01-012024-09-300001535778Analytical Systems Keco Holdings, LLC, Preferred Member Units 1.12023-12-310001535778Analytical Systems Keco Holdings, LLC, Preferred Member Units 1.12024-09-300001535778Analytical Systems Keco Holdings, LLC, Preferred Member Units 2.12024-01-012024-09-300001535778Analytical Systems Keco Holdings, LLC, Preferred Member 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32023-12-310001535778Clad-Rex Steel, LLC, Member Units 12024-01-012024-09-300001535778Clad-Rex Steel, LLC, Member Units 22024-01-012024-09-300001535778Cody Pools, Inc., Secured Debt 12024-01-012024-09-300001535778Cody Pools, Inc., Secured Debt 22024-01-012024-09-300001535778Cody Pools, Inc., Preferred Member Units2024-01-012024-09-300001535778Colonial Electric Company LLC, Secured Debt 12024-01-012024-09-300001535778Colonial Electric Company LLC, Secured Debt 22024-01-012024-09-300001535778Colonial Electric Company LLC, Preferred Member Units 12024-01-012024-09-300001535778Colonial Electric Company LLC, Preferred Member Units 12024-09-300001535778Colonial Electric Company LLC, Preferred Member Units 22024-01-012024-09-300001535778Colonial Electric Company LLC, Preferred Member Units 22024-09-300001535778Compass Systems & Sales, LLC, Secured Debt 12024-01-012024-09-300001535778Compass Systems & Sales, LLC, Secured Debt 22024-01-012024-09-300001535778Compass Systems & Sales, LLC, 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22024-01-012024-09-300001535778NuStep, LLC, Preferred Member Units 1.12024-01-012024-09-300001535778NuStep, LLC, Preferred Member Units 1.12023-12-310001535778NuStep, LLC, Preferred Member Units 1.12024-09-300001535778NuStep, LLC, Preferred Member Units 2.12024-01-012024-09-300001535778NuStep, LLC, Preferred Member Units 2.12023-12-310001535778NuStep, LLC, Preferred Member Units 2.12024-09-300001535778Oneliance, LLC, Secured Debt2024-09-300001535778Oneliance, LLC, Secured Debt2024-01-012024-09-300001535778Oneliance, LLC, Preferred Stock2024-01-012024-09-300001535778Orttech Holdings, LLC, Secured Debt 12024-01-012024-09-300001535778Orttech Holdings, LLC, Secured Debt 22024-01-012024-09-300001535778Orttech Holdings, LLC, Preferred Stock2024-01-012024-09-300001535778Pinnacle TopCo, LLC, Secured Debt 12024-01-012024-09-300001535778Pinnacle TopCo, LLC, Secured Debt 22024-01-012024-09-300001535778Pinnacle TopCo, LLC, Preferred Equity2024-01-012024-09-300001535778RA Outdoors LLC, Secured Debt 12024-01-012024-09-300001535778RA Outdoors LLC, Secured Debt 22024-01-012024-09-300001535778RA Outdoors LLC, Common Equity2024-01-012024-09-300001535778RA Outdoors LLC, Common Equity2023-12-310001535778Robbins Bros. Jewelry, Inc., Secured Debt 12024-01-012024-09-300001535778Robbins Bros. Jewelry, Inc., Secured Debt 22024-01-012024-09-300001535778Robbins Bros. 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investments transferred to or from other 1940 Act classification during the period, Affiliate Investments2024-01-012024-09-300001535778Other Amounts related to investments transferred to or from other 1940 Act classification during the period, Affiliate Investments2023-12-310001535778Other Amounts related to investments transferred to or from other 1940 Act classification during the period, Affiliate Investments2024-09-300001535778us-gaap:MidwestRegionMemberus-gaap:InvestmentAffiliatedIssuerNoncontrolledMember2024-09-300001535778us-gaap:NortheastRegionMemberus-gaap:InvestmentAffiliatedIssuerNoncontrolledMember2024-09-300001535778us-gaap:SoutheastRegionMemberus-gaap:InvestmentAffiliatedIssuerNoncontrolledMember2024-09-300001535778us-gaap:SouthwestRegionMemberus-gaap:InvestmentAffiliatedIssuerControlledMember2024-09-300001535778us-gaap:SouthwestRegionMemberus-gaap:InvestmentAffiliatedIssuerNoncontrolledMember2024-09-300001535778us-gaap:WestRegionMemberus-gaap:InvestmentAffiliatedIssuerControlledMember2024-09-300001535778us-gaap:WestRegionMemberus-gaap:InvestmentAffiliatedIssuerNoncontrolledMember2024-09-300001535778Copper Trail Fund Investments, LP Interests (CTMH, LP)2023-01-012023-09-300001535778Copper Trail Fund Investments, LP Interests (CTMH, LP)2022-12-310001535778Copper Trail Fund Investments, LP Interests (CTMH, LP)2023-09-300001535778GRT Rubber Technologies LLC, Secured Debt 12023-09-300001535778GRT Rubber Technologies LLC, Secured Debt 12023-01-012023-09-300001535778GRT Rubber Technologies LLC, Secured Debt 12022-12-310001535778GRT Rubber Technologies LLC, Secured Debt 22023-09-300001535778GRT Rubber Technologies LLC, Secured Debt 22023-01-012023-09-300001535778GRT Rubber Technologies LLC, Secured Debt 22022-12-310001535778GRT Rubber Technologies LLC, Member Units2023-01-012023-09-300001535778GRT Rubber Technologies LLC, Member Units2022-12-310001535778GRT Rubber Technologies LLC, Member Units2023-09-300001535778Harris Preston Fund Investments, LP Interests (2717 MH, L.P.)2023-01-012023-09-300001535778Harris Preston Fund Investments, LP Interests (2717 MH, L.P.)2022-12-310001535778Harris Preston Fund Investments, LP Interests (2717 MH, L.P.)2023-09-300001535778Volusion, LLC, Secured Debt 12023-09-300001535778Volusion, LLC, Secured Debt 12023-01-012023-09-300001535778Volusion, LLC, Secured Debt 12022-12-310001535778Volusion, LLC, Secured Debt 22023-01-012023-09-300001535778Volusion, LLC, Secured Debt 22022-12-310001535778Volusion, LLC, Secured Debt 22023-09-300001535778Volusion, LLC, Unsecured Convertible Debt2023-01-012023-09-300001535778Volusion, LLC, Unsecured Convertible Debt2022-12-310001535778Volusion, LLC, Unsecured Convertible Debt2023-09-300001535778Volusion, LLC, Preferred Member Units 12023-01-012023-09-300001535778Volusion, LLC, Preferred Member Units 12022-12-310001535778Volusion, LLC, Preferred Member Units 12023-09-300001535778Volusion, LLC, Preferred Member Units 22023-01-012023-09-300001535778Volusion, LLC, Preferred Member Units 22022-12-310001535778Volusion, LLC, Preferred Member Units 22023-09-300001535778Volusion, LLC, Preferred Member Units 32023-01-012023-09-300001535778Volusion, LLC, Preferred Member Units 32022-12-310001535778Volusion, LLC, Preferred Member Units 32023-09-300001535778Volusion, LLC, Common Stock2023-01-012023-09-300001535778Volusion, LLC, Common Stock2022-12-310001535778Volusion, LLC, Common Stock2023-09-300001535778Volusion, LLC, Warrants2023-01-012023-09-300001535778Volusion, LLC, Warrants2022-12-310001535778Volusion, LLC, Warrants2023-09-300001535778Other Amounts related to investments transferred to or from other 1940 Act classification during the period, Control Investments2023-01-012023-09-300001535778Other Amounts related to investments transferred to or from other 1940 Act classification during the period, Control Investments2022-12-310001535778Other Amounts related to investments transferred to or from other 1940 Act classification during the period, Control Investments2023-09-300001535778us-gaap:InvestmentAffiliatedIssuerControlledMember2022-12-310001535778us-gaap:InvestmentAffiliatedIssuerControlledMember2023-09-300001535778AFG Capital Group, LLC, Preferred Member Units2023-01-012023-09-300001535778AFG Capital Group, LLC, Preferred Member Units2022-12-310001535778AFG Capital Group, LLC, Preferred Member Units2023-09-300001535778Analytical Systems Keco Holdings, LLC, Secured Debt 12023-09-300001535778Analytical Systems Keco Holdings, LLC, Secured Debt 12023-01-012023-09-300001535778Analytical Systems Keco Holdings, LLC, Secured Debt 12022-12-310001535778Analytical Systems Keco Holdings, LLC, Secured Debt 22023-09-300001535778Analytical Systems Keco Holdings, LLC, Secured Debt 22023-01-012023-09-300001535778Analytical Systems Keco Holdings, LLC, Secured Debt 22022-12-310001535778Analytical Systems Keco Holdings, LLC, Preferred Member Units 12023-09-300001535778Analytical Systems Keco Holdings, LLC, Preferred Member Units 12023-01-012023-09-300001535778Analytical Systems Keco Holdings, LLC, Preferred Member Units 12022-12-310001535778Analytical Systems Keco Holdings, LLC, Preferred Member Units 22023-01-012023-09-300001535778Analytical Systems Keco Holdings, LLC, Preferred Member Units 22022-12-310001535778Analytical Systems Keco Holdings, LLC, Preferred Member Units 22023-09-300001535778Analytical Systems Keco Holdings, LLC, Warrants2023-01-012023-09-300001535778Analytical Systems Keco Holdings, LLC, Warrants2022-12-310001535778Analytical Systems Keco Holdings, LLC, Warrants2023-09-300001535778ATX Networks Corp., Secured Debt2023-09-300001535778ATX Networks Corp., Secured Debt2023-01-012023-09-300001535778ATX Networks Corp., Secured Debt2022-12-310001535778ATX Networks Corp., Unsecured Debt2023-01-012023-09-300001535778ATX Networks Corp., Unsecured Debt2022-12-310001535778ATX Networks Corp., Unsecured Debt2023-09-300001535778ATX Networks Corp., Common Stock2023-01-012023-09-300001535778ATX Networks Corp., Common Stock2022-12-310001535778ATX Networks Corp., Common Stock2023-09-300001535778Barfly Ventures, LLC, Member Units2023-01-012023-09-300001535778Barfly Ventures, LLC, Member Units2022-12-310001535778Barfly Ventures, LLC, Member Units2023-09-300001535778Batjer TopCo, LLC, Secured Debt 12023-01-012023-09-300001535778Batjer TopCo, LLC, Secured Debt 12022-12-310001535778Batjer TopCo, LLC, Secured Debt 12023-09-300001535778Batjer TopCo, LLC, Secured Debt 22023-09-300001535778Batjer TopCo, LLC, Secured Debt 22023-01-012023-09-300001535778Batjer TopCo, LLC, Secured Debt 22022-12-310001535778Batjer TopCo, LLC, Secured Debt 32023-09-300001535778Batjer TopCo, LLC, Secured Debt 32023-01-012023-09-300001535778Batjer TopCo, LLC, Secured Debt 32022-12-310001535778Batjer TopCo, LLC, Preferred Stock2023-01-012023-09-300001535778Batjer TopCo, LLC, Preferred Stock2022-12-310001535778Batjer TopCo, LLC, Preferred Stock2023-09-300001535778Brewer Crane Holdings, LLC, Secured Debt2023-09-300001535778Brewer Crane Holdings, LLC, Secured Debt2023-01-012023-09-300001535778Brewer Crane Holdings, LLC, Secured Debt2022-12-310001535778Brewer Crane Holdings, LLC, Preferred Member Units2023-01-012023-09-300001535778Brewer Crane Holdings, LLC, Preferred Member Units2022-12-310001535778Brewer Crane Holdings, LLC, Preferred Member Units2023-09-300001535778Centre Technologies Holdings, LLC, Secured Debt 12023-09-300001535778Centre Technologies Holdings, LLC, Secured Debt 12023-01-012023-09-300001535778Centre Technologies Holdings, LLC, Secured Debt 12022-12-310001535778Centre Technologies Holdings, LLC, Secured Debt 22023-09-300001535778Centre Technologies Holdings, LLC, Secured Debt 22023-01-012023-09-300001535778Centre Technologies Holdings, LLC, Secured Debt 22022-12-310001535778Centre Technologies Holdings, LLC, Preferred Member Units2023-01-012023-09-300001535778Centre Technologies Holdings, LLC, Preferred Member Units2022-12-310001535778Centre Technologies Holdings, LLC, Preferred Member Units2023-09-300001535778Chamberlin Holding LLC, Secured Debt 12023-09-300001535778Chamberlin Holding LLC, Secured Debt 12023-01-012023-09-300001535778Chamberlin Holding LLC, Secured Debt 12022-12-310001535778Chamberlin Holding LLC, Secured Debt 22023-09-300001535778Chamberlin Holding LLC, Secured Debt 22023-01-012023-09-300001535778Chamberlin Holding LLC, Secured Debt 22022-12-310001535778Chamberlin Holding LLC, Member Units 12023-01-012023-09-300001535778Chamberlin Holding LLC, Member Units 12022-12-310001535778Chamberlin Holding LLC, Member Units 12023-09-300001535778Chamberlin Holding LLC, Member Units 22023-01-012023-09-300001535778Chamberlin Holding LLC, Member Units 22022-12-310001535778Chamberlin Holding LLC, Member Units 22023-09-300001535778Charps, LLC, Preferred Member Units2023-01-012023-09-300001535778Charps, LLC, Preferred Member Units2022-12-310001535778Charps, LLC, Preferred Member Units2023-09-300001535778Clad-Rex Steel, LLC, Secured Debt 12023-01-012023-09-300001535778Clad-Rex Steel, LLC, Secured Debt 12022-12-310001535778Clad-Rex Steel, LLC, Secured Debt 12023-09-300001535778Clad-Rex Steel, LLC, Secured Debt 22023-09-300001535778Clad-Rex Steel, LLC, Secured Debt 22023-01-012023-09-300001535778Clad-Rex Steel, LLC, Secured Debt 22022-12-310001535778Clad-Rex Steel, LLC, Secured Debt 32023-09-300001535778Clad-Rex Steel, LLC, Secured Debt 32023-01-012023-09-300001535778Clad-Rex Steel, LLC, Secured Debt 32022-12-310001535778Clad-Rex Steel, LLC, Member Units 12023-01-012023-09-300001535778Clad-Rex Steel, LLC, Member Units 12022-12-310001535778Clad-Rex Steel, LLC, Member Units 12023-09-300001535778Clad-Rex Steel, LLC, Member Units 22023-01-012023-09-300001535778Clad-Rex Steel, LLC, Member Units 22022-12-310001535778Clad-Rex Steel, LLC, Member Units 22023-09-300001535778Cody Pools, Inc., Secured Debt 12023-01-012023-09-300001535778Cody Pools, Inc., Secured Debt 12022-12-310001535778Cody Pools, Inc., Secured Debt 12023-09-300001535778Cody Pools, Inc., Secured Debt 22023-09-300001535778Cody Pools, Inc., Secured Debt 22023-01-012023-09-300001535778Cody Pools, Inc., Secured Debt 22022-12-310001535778Cody Pools, Inc., Secured Debt 32023-09-300001535778Cody Pools, Inc., Secured Debt 32023-01-012023-09-300001535778Cody Pools, Inc., Secured Debt 32022-12-310001535778Cody Pools, Inc., Secured Debt 42023-09-300001535778Cody Pools, Inc., Secured Debt 42023-01-012023-09-300001535778Cody Pools, Inc., Secured Debt 42022-12-310001535778Cody Pools, Inc., Preferred Member Units2023-01-012023-09-300001535778Cody Pools, Inc., Preferred Member Units2022-12-310001535778Cody Pools, Inc., Preferred Member Units2023-09-300001535778Colonial Electric Company LLC, Secured Debt 12023-01-012023-09-300001535778Colonial Electric Company LLC, Secured Debt 12022-12-310001535778Colonial Electric Company LLC, Secured Debt 12023-09-300001535778Colonial Electric Company LLC, Secured Debt 22023-09-300001535778Colonial Electric Company LLC, Secured Debt 22023-01-012023-09-300001535778Colonial Electric Company LLC, Secured Debt 22022-12-310001535778Colonial Electric Company LLC, Preferred Member Units 12023-01-012023-09-300001535778Colonial Electric Company LLC, Preferred Member Units 12022-12-310001535778Colonial Electric Company LLC, Preferred Member Units 12023-09-300001535778Colonial Electric Company LLC, Preferred Member Units 22023-01-012023-09-300001535778Colonial Electric Company LLC, Preferred Member Units 22022-12-310001535778Colonial Electric Company LLC, Preferred Member Units 22023-09-300001535778Datacom, LLC, Secured Debt 12023-09-300001535778Datacom, LLC, Secured Debt 12023-01-012023-09-300001535778Datacom, LLC, Secured Debt 12022-12-310001535778Datacom, LLC, Secured Debt 22023-09-300001535778Datacom, LLC, Secured Debt 22023-01-012023-09-300001535778Datacom, LLC, Secured Debt 22022-12-310001535778Datacom, LLC, Preferred Member Units2023-01-012023-09-300001535778Datacom, LLC, Preferred Member Units2022-12-310001535778Datacom, LLC, Preferred Member Units2023-09-300001535778Digital Products Holdings LLC, Secured Debt2023-09-300001535778Digital Products Holdings LLC, Secured Debt2023-01-012023-09-300001535778Digital Products Holdings LLC, Secured Debt2022-12-310001535778Digital Products Holdings LLC, Preferred Member Units2023-01-012023-09-300001535778Digital Products Holdings LLC, Preferred Member Units2022-12-310001535778Digital Products Holdings LLC, Preferred Member Units2023-09-300001535778Direct Marketing Solutions, Inc., Secured Debt 12023-09-300001535778Direct Marketing Solutions, Inc., Secured Debt 12023-01-012023-09-300001535778Direct Marketing Solutions, Inc., Secured Debt 12022-12-310001535778Direct Marketing Solutions, Inc., Secured Debt 22023-09-300001535778Direct Marketing Solutions, Inc., Secured Debt 22023-01-012023-09-300001535778Direct Marketing Solutions, Inc., Secured Debt 22022-12-310001535778Direct Marketing Solutions, Inc., Preferred Stock2023-01-012023-09-300001535778Direct Marketing Solutions, Inc., Preferred Stock2022-12-310001535778Direct Marketing Solutions, Inc., Preferred Stock2023-09-300001535778Flame King Holdings, LLC, Secured Debt 12023-09-300001535778Flame King Holdings, LLC, Secured Debt 12023-01-012023-09-300001535778Flame King Holdings, LLC, Secured Debt 12022-12-310001535778Flame King Holdings, LLC, Secured Debt 22023-09-300001535778Flame King Holdings, LLC, Secured Debt 22023-01-012023-09-300001535778Flame King Holdings, LLC, Secured Debt 22022-12-310001535778Flame King Holdings, LLC, Preferred Equity2023-01-012023-09-300001535778Flame King Holdings, LLC, Preferred Equity2022-12-310001535778Flame King Holdings, LLC, Preferred Equity2023-09-300001535778Freeport Financial Funds, LP Interests (Freeport First Lien Loan Fund III LP)2023-01-012023-09-300001535778Freeport Financial Funds, LP Interests (Freeport First Lien Loan Fund III LP)2022-12-310001535778Freeport Financial Funds, LP Interests (Freeport First Lien Loan Fund III LP)2023-09-300001535778Gamber-Johnson Holdings, LLC, Secured Debt 12023-09-300001535778Gamber-Johnson Holdings, LLC, Secured Debt 12023-01-012023-09-300001535778Gamber-Johnson Holdings, LLC, Secured Debt 12022-12-310001535778Gamber-Johnson Holdings, LLC, Secured Debt 22023-09-300001535778Gamber-Johnson Holdings, LLC, Secured Debt 22023-01-012023-09-300001535778Gamber-Johnson Holdings, LLC, Secured Debt 22022-12-310001535778Gamber-Johnson Holdings, LLC, Member Units2023-01-012023-09-300001535778Gamber-Johnson Holdings, LLC, Member Units2022-12-310001535778Gamber-Johnson Holdings, LLC, Member Units2023-09-300001535778GFG Group, LLC, Secured Debt2023-09-300001535778GFG Group, LLC, Secured Debt2023-01-012023-09-300001535778GFG Group, LLC, Secured Debt2022-12-310001535778GFG Group, LLC, Preferred Member Units2023-01-012023-09-300001535778GFG Group, LLC, Preferred Member Units2022-12-310001535778GFG Group, LLC, Preferred Member Units2023-09-300001535778Gulf Publishing Holdings, LLC, Secured Debt 12023-09-300001535778Gulf Publishing Holdings, LLC, Secured Debt 12023-01-012023-09-300001535778Gulf Publishing Holdings, LLC, Secured Debt 12022-12-310001535778Gulf Publishing Holdings, LLC, Secured Debt 22023-09-300001535778Gulf Publishing Holdings, LLC, Secured Debt 22023-01-012023-09-300001535778Gulf Publishing Holdings, LLC, Secured Debt 22022-12-310001535778Gulf Publishing Holdings, LLC, Preferred Equity2023-01-012023-09-300001535778Gulf Publishing Holdings, LLC, Preferred Equity2022-12-310001535778Gulf Publishing Holdings, LLC, Preferred Equity2023-09-300001535778Gulf Publishing Holdings, LLC, Member Units2023-01-012023-09-300001535778Gulf Publishing Holdings, LLC, Member Units2022-12-310001535778Gulf Publishing Holdings, LLC, Member Units2023-09-300001535778HPEP 3, L.P., LP Interests (HPEP 3, L.P.)2023-01-012023-09-300001535778HPEP 3, L.P., LP Interests (HPEP 3, L.P.)2022-12-310001535778HPEP 3, L.P., LP Interests (HPEP 3, L.P.)2023-09-300001535778IG Investor, LLC, Secured Debt 12023-01-012023-09-300001535778IG Investor, LLC, Secured Debt 12022-12-310001535778IG Investor, LLC, Secured Debt 12023-09-300001535778IG Investor, LLC, Secured Debt 22023-09-300001535778IG Investor, LLC, Secured Debt 22023-01-012023-09-300001535778IG Investor, LLC, Secured Debt 22022-12-310001535778IG Investor, LLC, Common Equity2023-01-012023-09-300001535778IG Investor, LLC, Common Equity2022-12-310001535778IG Investor, LLC, Common Equity2023-09-300001535778Independent Pet Partners Intermediate Holdings, LLC, Common Equity2023-01-012023-09-300001535778Independent Pet Partners Intermediate Holdings, LLC, Common Equity2022-12-310001535778Independent Pet Partners Intermediate Holdings, LLC, Common Equity2023-09-300001535778Integral Energy Services, Secured Debt2023-09-300001535778Integral Energy Services, Secured Debt2023-01-012023-09-300001535778Integral Energy Services, Secured Debt2022-12-310001535778Integral Energy Services, Common Stock2023-01-012023-09-300001535778Integral Energy Services, Common Stock2022-12-310001535778Integral Energy Services, Common Stock2023-09-300001535778Kickhaefer Manufacturing Company, LLC, Secured Debt 12023-09-300001535778Kickhaefer Manufacturing Company, LLC, Secured Debt 12023-01-012023-09-300001535778Kickhaefer Manufacturing Company, LLC, Secured Debt 12022-12-310001535778Kickhaefer Manufacturing Company, LLC, Secured Debt 22023-09-300001535778Kickhaefer Manufacturing Company, LLC, Secured Debt 22023-01-012023-09-300001535778Kickhaefer Manufacturing Company, LLC, Secured Debt 22022-12-310001535778Kickhaefer Manufacturing Company, LLC, Preferred Equity2023-01-012023-09-300001535778Kickhaefer Manufacturing Company, LLC, Preferred Equity2022-12-310001535778Kickhaefer Manufacturing Company, LLC, Preferred Equity2023-09-300001535778Kickhaefer Manufacturing Company, LLC, Member Units2023-01-012023-09-300001535778Kickhaefer Manufacturing Company, LLC, Member Units2022-12-310001535778Kickhaefer Manufacturing Company, LLC, Member Units2023-09-300001535778Market Force Information, LLC, Secured Debt2023-01-012023-09-300001535778Market Force Information, LLC, Secured Debt2022-12-310001535778Market Force Information, LLC, Secured Debt2023-09-300001535778Market Force Information, LLC, Member Units2023-01-012023-09-300001535778Market Force Information, LLC, Member Units2022-12-310001535778Market Force Information, LLC, Member Units2023-09-300001535778MH Corbin Holding LLC, Secured Debt2023-09-300001535778MH Corbin Holding LLC, Secured Debt2023-01-012023-09-300001535778MH Corbin Holding LLC, Secured Debt2022-12-310001535778MH Corbin Holding LLC, Preferred Member Units 12023-01-012023-09-300001535778MH Corbin Holding LLC, Preferred Member Units 12022-12-310001535778MH Corbin Holding LLC, Preferred Member Units 12023-09-300001535778MH Corbin Holding LLC, Preferred Member Units 22023-01-012023-09-300001535778MH Corbin Holding LLC, Preferred Member Units 22022-12-310001535778MH Corbin Holding LLC, Preferred Member Units 22023-09-300001535778Mystic Logistics Holdings, LLC, Secured Debt 12023-01-012023-09-300001535778Mystic Logistics Holdings, LLC, Secured Debt 12022-12-310001535778Mystic Logistics Holdings, LLC, Secured Debt 12023-09-300001535778Mystic Logistics Holdings, LLC, Secured Debt 22023-09-300001535778Mystic Logistics Holdings, LLC, Secured Debt 22023-01-012023-09-300001535778Mystic Logistics Holdings, LLC, Secured Debt 22022-12-310001535778Mystic Logistics Holdings, LLC, Common Stock2023-01-012023-09-300001535778Mystic Logistics Holdings, LLC, Common Stock2022-12-310001535778Mystic Logistics Holdings, LLC, Common Stock2023-09-300001535778NexRev LLC, Secured Debt 12023-01-012023-09-300001535778NexRev LLC, Secured Debt 12022-12-310001535778NexRev LLC, Secured Debt 12023-09-300001535778NexRev LLC, Secured Debt 22023-09-300001535778NexRev LLC, Secured Debt 22023-01-012023-09-300001535778NexRev LLC, Secured Debt 22022-12-310001535778NexRev LLC, Preferred Member Units2023-01-012023-09-300001535778NexRev LLC, Preferred Member Units2022-12-310001535778NexRev LLC, Preferred Member Units2023-09-300001535778NuStep, LLC, Secured Debt 12023-09-300001535778NuStep, LLC, Secured Debt 12023-01-012023-09-300001535778NuStep, LLC, Secured Debt 12022-12-310001535778NuStep, LLC, Secured Debt 22023-09-300001535778NuStep, LLC, Secured Debt 22023-01-012023-09-300001535778NuStep, LLC, Secured Debt 22022-12-310001535778NuStep, LLC, Preferred Member Units 12023-01-012023-09-300001535778NuStep, LLC, Preferred Member Units 12022-12-310001535778NuStep, LLC, Preferred Member Units 12023-09-300001535778NuStep, LLC, Preferred Member Units 22023-01-012023-09-300001535778NuStep, LLC, Preferred Member Units 22022-12-310001535778NuStep, LLC, Preferred Member Units 22023-09-300001535778Oneliance, LLC, Secured Debt2023-09-300001535778Oneliance, LLC, Secured Debt2023-01-012023-09-300001535778Oneliance, LLC, Secured Debt2022-12-310001535778Oneliance, LLC, Preferred Stock2023-01-012023-09-300001535778Oneliance, LLC, Preferred Stock2022-12-310001535778Oneliance, LLC, Preferred Stock2023-09-300001535778Orttech Holdings, LLC, Secured Debt 12023-09-300001535778Orttech Holdings, LLC, Secured Debt 12023-01-012023-09-300001535778Orttech Holdings, LLC, Secured Debt 12022-12-310001535778Orttech Holdings, LLC, Secured Debt 22023-09-300001535778Orttech Holdings, LLC, Secured Debt 22023-01-012023-09-300001535778Orttech Holdings, LLC, Secured Debt 22022-12-310001535778Orttech Holdings, LLC, Preferred Stock2023-01-012023-09-300001535778Orttech Holdings, LLC, Preferred Stock2022-12-310001535778Orttech Holdings, LLC, Preferred Stock2023-09-300001535778Robbins Bros. Jewelry, Inc., Secured Debt 12023-01-012023-09-300001535778Robbins Bros. Jewelry, Inc., Secured Debt 12022-12-310001535778Robbins Bros. Jewelry, Inc., Secured Debt 12023-09-300001535778Robbins Bros. Jewelry, Inc., Secured Debt 22023-09-300001535778Robbins Bros. Jewelry, Inc., Secured Debt 22023-01-012023-09-300001535778Robbins Bros. Jewelry, Inc., Secured Debt 22022-12-310001535778Robbins Bros. Jewelry, Inc., Preferred Equity2023-01-012023-09-300001535778Robbins Bros. Jewelry, Inc., Preferred Equity2022-12-310001535778Robbins Bros. Jewelry, Inc., Preferred Equity2023-09-300001535778SI East, LLC, Secured Debt 12023-09-300001535778SI East, LLC, Secured Debt 12023-01-012023-09-300001535778SI East, LLC, Secured Debt 12022-12-310001535778SI East, LLC, Secured Debt 22023-09-300001535778SI East, LLC, Secured Debt 22023-01-012023-09-300001535778SI East, LLC, Secured Debt 22022-12-310001535778SI 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 Units2023-01-012023-09-300001535778SI East, LLC, Preferred Member Units2022-12-310001535778SI East, LLC, Preferred Member Units2023-09-300001535778Student Resource Center, LLC, Secured Debt2023-09-300001535778Student Resource Center, LLC, Secured Debt2023-01-012023-09-300001535778Student Resource Center, LLC, Secured Debt2022-12-310001535778Student Resource Center, LLC, Preferred Equity2023-01-012023-09-300001535778Student Resource Center, LLC, Preferred Equity2022-12-310001535778Student Resource Center, LLC, Preferred Equity2023-09-300001535778Tedder Industries, LLC, Secured Debt 12023-09-300001535778Tedder Industries, LLC, Secured Debt 12023-01-012023-09-300001535778Tedder Industries, LLC, Secured Debt 12022-12-310001535778Tedder Industries, LLC, Secured Debt 22023-09-300001535778Tedder Industries, LLC, Secured Debt 22023-01-012023-09-300001535778Tedder Industries, LLC, Secured Debt 22022-12-310001535778Tedder Industries, LLC, Preferred Member Units 12023-01-012023-09-300001535778Tedder Industries, LLC, Preferred Member Units 12022-12-310001535778Tedder Industries, LLC, Preferred Member Units 12023-09-300001535778Tedder Industries, LLC, Preferred Member Units 22023-01-012023-09-300001535778Tedder Industries, LLC, Preferred Member Units 22022-12-310001535778Tedder Industries, LLC, Preferred Member Units 22023-09-300001535778Tedder Industries, LLC, Preferred Member Units 32023-01-012023-09-300001535778Tedder Industries, LLC, Preferred Member Units 32022-12-310001535778Tedder Industries, LLC, Preferred Member Units 32023-09-300001535778Trantech Radiator Topco, LLC, Secured Debt 12023-01-012023-09-300001535778Trantech Radiator Topco, LLC, Secured Debt 12022-12-310001535778Trantech Radiator Topco, LLC, Secured Debt 12023-09-300001535778Trantech Radiator Topco, LLC, Secured Debt 22023-09-300001535778Trantech Radiator Topco, LLC, Secured Debt 22023-01-012023-09-300001535778Trantech Radiator Topco, LLC, Secured Debt 22022-12-310001535778Trantech Radiator Topco, LLC, Common Stock2023-01-012023-09-300001535778Trantech Radiator Topco, LLC, Common Stock2022-12-310001535778Trantech Radiator Topco, LLC, Common Stock2023-09-300001535778VVS Holdco LLC, Secured Debt 12023-09-300001535778VVS Holdco LLC, Secured Debt 12023-01-012023-09-300001535778VVS Holdco LLC, Secured Debt 12022-12-310001535778VVS Holdco LLC, Secured Debt 22023-09-300001535778VVS Holdco LLC, Secured Debt 22023-01-012023-09-300001535778VVS Holdco LLC, Secured Debt 22022-12-310001535778VVS Holdco LLC, Preferred Equity2023-01-012023-09-300001535778VVS Holdco LLC, Preferred Equity2022-12-310001535778VVS Holdco LLC, Preferred Equity2023-09-300001535778Other Amounts related to investments transferred to or from other 1940 Act classification during the period2023-01-012023-09-300001535778Other Amounts related to investments transferred to or from other 1940 Act classification during the period2022-12-310001535778Other Amounts related to investments transferred to or from other 1940 Act classification during the period2023-09-300001535778us-gaap:InvestmentAffiliatedIssuerNoncontrolledMember2022-12-310001535778us-gaap:InvestmentAffiliatedIssuerNoncontrolledMember2023-09-300001535778us-gaap:MidwestRegionMemberus-gaap:InvestmentAffiliatedIssuerNoncontrolledMember2023-09-300001535778us-gaap:NortheastRegionMemberus-gaap:InvestmentAffiliatedIssuerNoncontrolledMember2023-09-300001535778us-gaap:SoutheastRegionMemberus-gaap:InvestmentAffiliatedIssuerNoncontrolledMember2023-09-300001535778us-gaap:SouthwestRegionMemberus-gaap:InvestmentAffiliatedIssuerControlledMember2023-09-300001535778us-gaap:SouthwestRegionMemberus-gaap:InvestmentAffiliatedIssuerNoncontrolledMember2023-09-300001535778us-gaap:WestRegionMemberus-gaap:InvestmentAffiliatedIssuerControlledMember2023-09-300001535778us-gaap:WestRegionMemberus-gaap:InvestmentAffiliatedIssuerNoncontrolledMember2023-09-30

Table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2024

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 þ No o

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

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

Large accelerated filer

o

Accelerated filer

o

Non-accelerated filer

þ

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 þ

The number of shares outstanding of the issuer’s common stock as of November 12, 2024 was 80,480,822.

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Table of contents

TABLE OF CONTENTS

PART I
FINANCIAL INFORMATION
Item 1.			Consolidated Financial Statements
			Consolidated Balance Sheets—September 30, 2024 (unaudited) and December 31, 2023			1
			Consolidated Statements of Operations (unaudited)—Three and nine months ended September 30, 2024 and 2023			2
			Consolidated Statements of Changes in Net Assets (unaudited)—Three and nine months ended September 30, 2024 and 2023			3
			Consolidated Statements of Cash Flows (unaudited)—Nine months ended September 30, 2024 and 2023			4
			Consolidated Schedule of Investments (unaudited)—September 30, 2024			5
			Consolidated Schedule of Investments—December 31, 2023			29
			Notes to Consolidated Financial Statements (unaudited)			49
			Consolidated Schedules of Investments in and Advances to Affiliates (unaudited)—Nine months ended September 30, 2024 and 2023			86
Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations			96
Item 3.			Quantitative and Qualitative Disclosures about Market Risk			112
Item 4.			Controls and Procedures			113
PART II
OTHER INFORMATION
Item 1.			Legal Proceedings			114
Item 1A.			Risk Factors			114
Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds			114
Item 5.			Other Information			114
Item 6.			Exhibits			116
			Signatures			117

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MSC INCOME FUND, INC.

Consolidated Balance Sheets

(in thousands, except shares and per share amounts)

			September 30, 2024						December 31, 2023
ASSETS			(Unaudited)
Investments at fair value:
Control investments (cost: $41,717 and $43,159 as of September 30, 2024 and December 31, 2023, respectively)			$	56,833					$	53,644
Affiliate investments (cost: $254,666 and $231,378 as of September 30, 2024 and December 31, 2023, respectively)			315,190						291,279
Non‑Control/Non‑Affiliate investments (cost: $836,194 and $763,781 as of September 30, 2024 and December 31, 2023, respectively)			790,604						747,972
Total investments (cost: $1,132,577 and $1,038,318 as of September 30, 2024 and December 31, 2023, respectively)			1,162,627						1,092,895
Cash and cash equivalents			48,926						30,786
Interest and dividend receivable			11,597						10,541
Receivable for securities sold			—						171
Deferred financing costs (net of accumulated amortization of $6,282 and $4,168 as of September 30, 2024 and December 31, 2023, respectively)			1,327						3,416
Prepaids and other assets			2,805						2,091
Total assets			$	1,227,282					$	1,139,900
LIABILITIES
Credit Facilities			$	406,688					$	335,688
Series A Notes due 2026 (par: $150,000 as of both September 30, 2024 and December 31, 2023)			149,379						149,155
Accounts payable and other liabilities			3,609						255
Payable for securities purchased			11,655						206
Interest payable			8,631						6,266
Dividend payable			14,478						14,019
Management and incentive fees payable			7,474						8,745
Deferred tax liability, net			6,883						3,259
Total liabilities			608,797						517,593
Commitments and contingencies (Note I)
NET ASSETS
Common stock, $0.001 par value per share (450,000,000 shares authorized; 80,434,891 and 80,108,865 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively)			80						80
Additional paid‑in capital			689,949						686,136
Total overdistributed earnings			(71,544)						(63,909)
Total net assets			618,485						622,307
Total liabilities and net assets			$	1,227,282					$	1,139,900
NET ASSET VALUE PER SHARE			$	7.69					$	7.77

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,
			2024						2023						2024						2023
INVESTMENT INCOME:
Interest, fee and dividend income:
Control investments			$	818					$	804					$	2,643					$	2,321
Affiliate investments			7,719						6,941						22,891						22,241
Non‑Control/Non‑Affiliate investments			24,940						24,606						75,839						72,064
Total investment income			33,477						32,351						101,373						96,626
EXPENSES:
Interest			(10,374)						(9,403)						(29,470)						(26,599)
Base management fees			(5,338)						(4,994)						(15,545)						(14,761)
Incentive fees			(2,136)						(2,572)						(9,364)						(8,891)
Internal administrative services expenses			(2,368)						(2,168)						(7,155)						(6,752)
General and administrative			(1,285)						(1,106)						(3,424)						(3,291)
Total expenses before expense waivers			(21,501)						(20,243)						(64,958)						(60,294)
Waiver of internal administrative services expenses			2,206						2,014						6,678						6,297
Total expenses, net of expense waivers			(19,295)						(18,229)						(58,280)						(53,997)
NET INVESTMENT INCOME			14,182						14,122						43,093						42,629
NET REALIZED GAIN (LOSS):
Control investments			—						546						57						2,223
Affiliate investments			—						(2)						—						(7,188)
Non‑Control/Non‑Affiliate investments			25,372						(109)						23,745						(20,021)
Total net realized gain (loss)			25,372						435						23,802						(24,986)
NET UNREALIZED APPRECIATION (DEPRECIATION):
Control investments			912						(735)						4,631						(1,433)
Affiliate investments			182						4,780						1,166						22,468
Non‑Control/Non‑Affiliate investments			(30,843)						(5,247)						(30,453)						9,380
Total net unrealized appreciation (depreciation)			(29,749)						(1,202)						(24,656)						30,415
INCOME TAXES:
Federal and state income, excise and other taxes			(1,649)						(431)						(2,525)						(954)
Deferred taxes			(785)						458						(3,625)						(2,235)
Income tax benefit (provision)			(2,434)						27						(6,150)						(3,189)
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS			$	7,371					$	13,382					$	36,089					$	44,869
NET INVESTMENT INCOME PER SHARE—BASIC AND DILUTED			$	0.18					$	0.18					$	0.54					$	0.53
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS PER SHARE—BASIC AND DILUTED			$	0.09					$	0.17					$	0.45					$	0.56
WEIGHTED-AVERAGE SHARES OUTSTANDING—BASIC AND DILUTED			80,335,969						80,300,145						80,309,460						80,245,958

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 as of 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 in net assets resulting from operations			—						—						—						12,231						12,231
Dividends to stockholders			—						—						—						(14,026)						(14,026)
Balances as of 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 in net assets resulting from operations			—						—						—						19,256						19,256
Dividends to stockholders			—						—						—						(14,009)						(14,009)
Balances as of 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 in net assets resulting from operations			—						—						—						13,382						13,382
Dividends to stockholders			—						—						—						(14,002)						(14,002)
Balances as of September 30, 2023			80,013,948						$	80					$	685,237					$	(71,748)					$	613,569
Balances as of December 31, 2023			80,108,865						$	80					$	686,136					$	(63,909)					$	622,307
Issuance of common stock			314,070						—						2,500						—						2,500
Dividend reinvestment			564,969						1						4,492						—						4,493
Common stock repurchased			(875,316)						(1)						(6,546)						—						(6,547)
Net increase in net assets resulting from operations			—						—						—						10,589						10,589
Dividends to stockholders			—						—						—						(14,821)						(14,821)
Balances as of March 31, 2024			80,112,588						$	80					$	686,582					$	(68,141)					$	618,521
Issuance of common stock			315,259						—						2,500						—						2,500
Dividend reinvestment			583,875						1						4,631						—						4,632
Common stock repurchased			(870,380)						(1)						(6,181)						—						(6,182)
Net increase in net assets resulting from operations			—						—						—						18,129						18,129
Dividends to stockholders			—						—						—						(14,425)						(14,425)
Balances as of June 30, 2024			80,141,342						$	80					$	687,532					$	(64,437)					$	623,175
Issuance of common stock			250,627						—						2,000						—						2,000
Dividend reinvestment			557,919						1						4,452						—						4,453
Common stock repurchased			(514,997)						(1)						(4,035)						—						(4,036)
Net increase in net assets resulting from operations			—						—						—						7,371						7,371
Dividends to stockholders			—						—						—						(14,478)						(14,478)
Balances as of September 30, 2024			80,434,891						$	80					$	689,949					$	(71,544)					$	618,485

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,
			2024						2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net increase in net assets resulting from operations			$	36,089					$	44,869
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by (used in) operating activities:
Investments in portfolio companies			(253,889)						(156,523)
Proceeds from sales and repayments of debt investments in portfolio companies			169,961						119,927
Proceeds from sales and return of capital of equity investments in portfolio companies			39,496						13,280
Net unrealized (appreciation) depreciation			24,656						(30,415)
Net realized (gain) loss on portfolio investments			(23,802)						24,986
Amortization of deferred financing costs			2,338						1,273
Amortization of deferred offering costs			—						129
Accretion of unearned income			(5,740)						(5,772)
Payment-in-kind interest			(5,100)						(3,805)
Cumulative dividends			(101)						(129)
Deferred tax provision			3,625						2,235
Changes in other assets and liabilities:
Interest and dividend receivable			(4,650)						(2,307)
Prepaid and other assets			(714)						(1,982)
Management and incentive fees payable			(1,271)						524
Interest payable			2,365						3,231
Accounts payable and other liabilities			3,354						(552)
Net cash provided by (used in) operating activities			(13,383)						8,969
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock			7,000						4,750
Redemption of common stock			(16,765)						(17,542)
Payment of offering costs			—						(129)
Dividends paid			(29,686)						(26,990)
Proceeds from Credit Facilities			252,000						107,000
Repayments on Credit Facilities			(181,000)						(72,000)
Payment of deferred financing costs			(26)						(2,262)
Net cash provided by (used in) financing activities			31,523						(7,173)
Net increase in cash and cash equivalents			18,140						1,796
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD			30,786						21,312
CASH AND CASH EQUIVALENTS AT END OF PERIOD			$	48,926					$	23,108
Supplemental cash flow disclosures:
Interest paid			$	24,766					$	22,106
Taxes paid			$	489					$	1,960
Non-cash financing activities:
Dividends declared and unpaid			$	14,478					$	14,002
Value of shares issued pursuant to the DRIP			$	13,578					$	13,864

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, 2024

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)						Business Description			Type of Investment (2) (3) (15)						Investment Date (22)			Shares/Units			Total Rate			Reference Rate and Spread (25)						PIK Rate (19)			Maturity Date			Principal (4)			Cost (4)			Fair Value (18)
Control Investments (5)
Copper Trail Fund Investments			(12) (13)			Investment Partnership
									LP Interests (CTMH, LP)			(24)			7/17/2017			39.0%																					$	655		$	530
GRT Rubber Technologies LLC						Manufacturer of Engineered Rubber Products
									Secured Debt						12/21/2018						11.35%			SF+			6.00%						10/29/2026			1,550			1,536			1,550
									Secured Debt						12/19/2014						13.35%			SF+			8.00%						10/29/2026			19,944			19,841			19,944
									Member Units			(8)			12/19/2014			2,896																					6,435			21,890
																																							27,812			43,384
Harris Preston Fund Investments			(12) (13)			Investment Partnership
									LP Interests (2717 MH, L.P.)			(8) (24)			10/1/2017			49.0%																					3,345			8,819
Volusion, LLC						Provider of Online Software-as-a-Service eCommerce Solutions
									Secured Debt						3/31/2023						10.00%												3/31/2025			900			900			900
									Preferred Member Units						3/31/2023			2,184,683																					1,901			3,200
									Preferred Member Units						3/31/2023			61,077																					—			—
									Preferred Member Units						1/26/2015			2,090,001																					6,000			—
									Common Stock						3/31/2023			772,620																					1,104			—
																																							9,905			4,100
Subtotal Control Investments (9.2% of net assets at fair value)																																							$	41,717		$	56,833
Affiliate Investments (6)
Analytical Systems Keco Holdings, LLC						Manufacturer of Liquid and Gas Analyzers
									Secured Debt			(30)			8/16/2019																		8/16/2029			$	—		$	—		$	—
									Secured Debt						8/16/2019						13.75%												8/16/2029			1,036			1,024			1,024
									Preferred Member Units						5/20/2021			607																					607			1,430
									Preferred Member Units						8/16/2019			800																					800			—
									Warrants			(27)			8/16/2019			105															8/16/2029						79			—
																																							2,510			2,454
Barfly Ventures, LLC			(10)			Casual Restaurant Group
									Member Units						10/26/2020			12																					528			1,787
Batjer TopCo, LLC						HVAC Mechanical Contractor
									Secured Debt						3/7/2022						10.00%												3/7/2027			50			49			49
									Secured Debt						3/7/2022						10.00%												3/7/2027			30			30			30
									Secured Debt						3/7/2022						10.00%												3/7/2027			1,175			1,164			1,164

5

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

September 30, 2024

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)						Business Description			Type of Investment (2) (3) (15)						Investment Date (22)			Shares/Units			Total Rate			Reference Rate and Spread (25)						PIK Rate (19)			Maturity Date			Principal (4)			Cost (4)			Fair Value (18)
									Preferred Stock			(8)			3/7/2022			453																					455			570
																																							1,698			1,813
Brewer Crane Holdings, LLC						Provider of Crane Rental and Operating Services
									Secured Debt			(9)			1/9/2018						15.35%			SF+			10.00%						1/9/2025			1,285			1,285			1,285
									Preferred Member Units			(8)			1/9/2018			737																					1,070			1,360
																																							2,355			2,645
Centre Technologies Holdings, LLC						Provider of IT Hardware Services and Software Solutions
									Secured Debt			(9) (30)			1/4/2019									SF+			10.00%						1/4/2028			—			—			—
									Secured Debt			(9)			1/4/2019						15.35%			SF+			10.00%						1/4/2028			5,116			5,062			5,116
									Preferred Member Units						1/4/2019			3,327																					1,531			2,990
																																							6,593			8,106
Chamberlin Holding LLC						Roofing and Waterproofing Specialty Contractor
									Secured Debt			(9) (30)			2/26/2018									SF+			6.00%						2/26/2026			—			(32)			—
									Secured Debt			(9)			2/26/2018						13.36%			SF+			8.00%						2/26/2026			3,905			3,904			3,905
									Member Units			(8)			2/26/2018			1,087																					2,860			7,630
									Member Units			(8) (23)			11/2/2018			261,786																					443			805
																																							7,175			12,340
Charps, LLC						Pipeline Maintenance and Construction
									Preferred Member Units			(8)			2/3/2017			457																					491			3,900
Clad-Rex Steel, LLC						Specialty Manufacturer of Vinyl-Clad Metal
									Secured Debt			(30)			10/28/2022																		1/15/2027			—			—			—
									Secured Debt						12/20/2016						10.00%												1/15/2027			1,790			1,783			1,783
									Secured Debt						12/20/2016						10.00%												12/20/2036			246			244			244
									Member Units			(8)			12/20/2016			179																					1,820			2,210
									Member Units			(23)			12/20/2016			200																					127			237
																																							3,974			4,474
Cody Pools, Inc.						Designer of Residential and Commercial Pools
									Secured Debt			(30)			3/6/2020																		12/17/2026			—			(3)			—
									Secured Debt						3/6/2020						12.50%												12/17/2026			6,712			6,698			6,712
									Preferred Member Units			(8) (23)			3/6/2020			147																					2,079			17,490
																																							8,774			24,202
Colonial Electric Company LLC						Provider of Electrical Contracting Services
									Secured Debt			(30)			3/31/2021																		3/31/2026			—			—			—
									Secured Debt						3/31/2021						12.00%												3/31/2026			4,056			4,025			4,056
									Preferred Member Units			(8)			3/31/2021			4,320																					1,920			3,280
																																							5,945			7,336

6

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

September 30, 2024

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)						Business Description			Type of Investment (2) (3) (15)						Investment Date (22)			Shares/Units			Total Rate			Reference Rate and Spread (25)						PIK Rate (19)			Maturity Date			Principal (4)			Cost (4)			Fair Value (18)
Compass Systems & Sales, LLC						Designer of End-to-End Material Handling Solutions
									Secured Debt			(30)			11/22/2023																		11/22/2028			—			(17)			(17)
									Secured Debt						11/22/2023						13.50%												11/22/2028			4,300			4,194			4,194
									Preferred Equity						11/22/2023			1,863																					1,863			1,980
																																							6,040			6,157
Datacom, LLC						Technology and Telecommunications Provider
									Secured Debt						3/1/2022						7.50%												12/31/2025			40			39			39
									Secured Debt						3/31/2021						10.00%												12/31/2025			906			881			845
									Preferred Member Units						3/31/2021			1,000																					290			40
																																							1,210			924
Digital Products Holdings LLC						Designer and Distributor of Consumer Electronics
									Secured Debt			(9)			4/1/2018						15.25%			SF+			10.00%						4/27/2026			3,237			3,220			3,203
									Preferred Member Units			(8)			4/1/2018			964																					2,375			2,459
																																							5,595			5,662
Direct Marketing Solutions, Inc.						Provider of Omni-Channel Direct Marketing Services
									Secured Debt			(30)			2/13/2018																		2/13/2026			—			(2)			—
									Secured Debt						12/27/2022						14.00%												2/13/2026			4,751			4,735			4,751
									Preferred Stock						2/13/2018			2,100																					2,100			4,820
																																							6,833			9,571
Flame King Holdings, LLC						Propane Tank and Accessories Distributor
									Preferred Equity			(8)			10/29/2021			2,340																					2,600			8,940
Freeport Financial Funds			(12) (13)			Investment Partnership
									LP Interests (Freeport First Lien Loan Fund III LP)			(8) (24)			7/31/2015			6.0%																					2,155			1,893
Gamber-Johnson Holdings, LLC						Manufacturer of Ruggedized Computer Mounting Systems
									Secured Debt			(9) (29) (30)			6/24/2016									SF+			7.00%						1/1/2028			—			—			—
									Secured Debt			(9) (29)			12/15/2022						10.00%			SF+			7.00%						1/1/2028			12,120			11,986			12,120
									Member Units			(8)			6/24/2016			2,261																					4,423			26,840
																																							16,409			38,960
GFG Group, LLC						Grower and Distributor of a Variety of Plants and Products to Other Wholesalers, Retailers and Garden Centers
									Secured Debt						3/31/2021						8.00%												3/31/2026			2,046			2,027			2,046

7

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

September 30, 2024

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)						Business Description			Type of Investment (2) (3) (15)						Investment Date (22)			Shares/Units			Total Rate			Reference Rate and Spread (25)						PIK Rate (19)			Maturity Date			Principal (4)			Cost (4)			Fair Value (18)
									Preferred Member Units			(8)			3/31/2021			56																					1,225			2,640
																																							3,252			4,686
Gulf Publishing Holdings, LLC						Energy Industry Focused Media and Publishing
									Secured Debt			(9) (14) (30)			9/29/2017									SF+			9.50%						7/1/2027			—			—			—
									Secured Debt			(14)			7/1/2022						12.50%									12.50%			7/1/2027			600			600			351
									Preferred Equity						7/1/2022			15,930																					1,400			—
									Member Units						4/29/2016			920																					920			—
																																							2,920			351
Harris Preston Fund Investments			(12) (13)			Investment Partnership
									LP Interests (HPEP 3, L.P.)			(8) (24)			8/9/2017			8.0%																					2,296			4,472
IG Investor, LLC						Military and Other Tactical Gear
									Secured Debt						6/21/2023						13.00%												6/21/2028			400			378			378
									Secured Debt						6/21/2023						13.00%												6/21/2028			8,986			8,787			8,787
									Common Equity						6/21/2023			3,600																					3,600			3,720
																																							12,765			12,885
Independent Pet Partners Intermediate Holdings, LLC			(10)			Omnichannel Retailer of Specialty Pet Products
									Common Equity						4/7/2023			6,436,566																					6,540			7,290
Integral Energy Services			(10)			Nuclear Power Staffing Services
									Secured Debt			(9)			8/20/2021						13.09%			SF+			7.50%						8/20/2026			15,090			14,971			14,739
									Preferred Equity			(8)			12/7/2023			3,725			10.00%									10.00%									290			527
									Common Stock						8/20/2021			11,647																					1,584			640
																																							16,845			15,906
Kickhaefer Manufacturing Company, LLC						Precision Metal Parts Manufacturing
									Secured Debt						10/31/2018						12.00%												10/31/2026			4,150			4,139			4,139
									Secured Debt						10/31/2018						9.00%												10/31/2048			993			984			984
									Preferred Equity						10/31/2018			145																					3,060			3,060
									Member Units			(8) (23)			10/31/2018			200																					248			623
																																							8,431			8,806
MH Corbin Holding LLC						Manufacturer and Distributor of Traffic Safety Products
									Secured Debt						8/31/2015						14.00%												12/31/2025			1,310			1,310			345
									Preferred Member Units						3/15/2019			16,500																					1,100			—
									Preferred Member Units						9/1/2015			1,000																					1,500			—
																																							3,910			345

8

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

September 30, 2024

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)						Business Description			Type of Investment (2) (3) (15)						Investment Date (22)			Shares/Units			Total Rate			Reference Rate and Spread (25)						PIK Rate (19)			Maturity Date			Principal (4)			Cost (4)			Fair Value (18)
Mystic Logistics Holdings, LLC						Logistics and Distribution Services Provider for Large Volume Mailers
									Secured Debt			(30)			8/18/2014																		1/31/2027			—			—			—
									Secured Debt						8/18/2014						10.00%												1/31/2027			1,436			1,432			1,436
									Common Stock			(8)			8/18/2014			1,468																					680			6,530
																																							2,112			7,966
Nello Industries Investco, LLC						Manufacturer of Steel Poles and Towers For Critical Infrastructure
									Secured Debt			(9)			6/4/2024						11.75%			SF+			6.50%						6/4/2025						3,588			3,588
									Secured Debt						6/4/2024						13.50%												6/4/2029						6,609			6,609
									Common Equity			(8)			6/4/2024			91																					3,030			3,030
																																							13,227			13,227
NexRev LLC						Provider of Energy Efficiency Products & Services
									Secured Debt						2/28/2018						10.00%												2/28/2025			490			490			490
									Secured Debt						2/28/2018						10.00%												2/28/2025			2,453			2,446			2,453
									Preferred Member Units			(8)			2/28/2018			25,786,046																					2,053			2,460
																																							4,989			5,403
NuStep, LLC						Designer, Manufacturer and Distributor of Fitness Equipment
									Secured Debt			(9)			1/31/2017						11.85%			SF+			6.50%						1/31/2025			900			900			900
									Secured Debt						1/31/2017						12.00%												1/31/2025			4,610			4,609			4,609
									Preferred Member Units						11/2/2022			576																					645			1,440
									Preferred Member Units						1/31/2017			114																					2,808			2,660
																																							8,962			9,609
Oneliance, LLC						Construction Cleaning Company
									Preferred Stock						8/6/2021			282																					282			550
Orttech Holdings, LLC						Distributor of Industrial Clutches, Brakes and Other Components
									Secured Debt			(9) (30)			7/30/2021									SF+			11.00%						7/31/2026			—			(1)			—
									Secured Debt			(9)			7/30/2021						16.35%			SF+			11.00%						7/31/2026			5,490			5,449			5,490
									Preferred Stock			(8) (23)			7/30/2021			2,500																					2,500			3,670
																																							7,948			9,160
Pinnacle TopCo, LLC						Manufacturer and Distributor of Garbage Can Liners, Poly Bags, Produce Bags, and Other Similar Products
									Secured Debt			(30)			12/21/2023																		12/31/2028			—			(8)			—
									Secured Debt						12/21/2023						13.00%												12/31/2028			7,260			7,108			7,260
									Preferred Equity			(8)			12/21/2023			110																					3,135			4,340

9

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

September 30, 2024

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)						Business Description			Type of Investment (2) (3) (15)						Investment Date (22)			Shares/Units			Total Rate			Reference Rate and Spread (25)						PIK Rate (19)			Maturity Date			Principal (4)			Cost (4)			Fair Value (18)
																																							10,235			11,600
RA Outdoors LLC			(10)			Software Solutions Provider for Outdoor Activity Management
									Secured Debt			(9)			4/8/2021						11.59%			SF+			6.75%			11.59%			4/8/2026			1,313			1,308			1,190
									Secured Debt			(9)			4/8/2021						11.59%			SF+			6.75%			11.59%			4/8/2026			13,731			13,672			12,441
									Common Equity						8/12/2024			15,036															4/8/2026						—			—
																																							14,980			13,631
Robbins Bros. Jewelry, Inc.						Bridal Jewelry Retailer
									Secured Debt			(14) (30)			12/15/2021															10.00%			12/15/2026			—			(5)			(5)
									Secured Debt			(14)			12/15/2021						12.50%									10.00%			12/15/2026			3,740			3,699			1,713
									Preferred Equity						12/15/2021			1,230																					1,230			—
																																							4,924			1,708
SI East, LLC						Rigid Industrial Packaging Manufacturing
									Secured Debt						8/31/2018						11.75%												6/16/2028			750			744			750
									Secured Debt			(33)			6/16/2023						12.63%												6/16/2028			22,554			22,531			22,554
									Preferred Member Units			(8)			8/31/2018			55																					508			5,390
																																							23,783			28,694
Student Resource Center, LLC			(10)			Higher Education Services
									Secured Debt						9/11/2024						8.50%									8.50%			12/31/2027			223			223			223
									Secured Debt			(14)			12/31/2022						8.50%									8.50%			12/31/2027			5,918			5,425			1,826
									Preferred Equity						12/31/2022			6,564,055																					—			—
																																							5,648			2,049
Tedder Industries, LLC						Manufacturer of Firearm Holsters and Accessories
									Secured Debt			(14) (17)			8/31/2018						12.00%									12.00%			8/31/2023			460			460			432
									Secured Debt			(14) (17)			8/31/2018						12.00%									12.00%			8/31/2023			3,800			3,800			1,164
									Preferred Member Units						8/28/2023			1,651																					165			—
									Preferred Member Units						2/1/2023			1,411																					141			—
									Preferred Member Units						8/31/2018			136																					2,311			—
																																							6,877			1,596
Trantech Radiator Topco, LLC						Transformer Cooling Products and Services
									Secured Debt			(30)			5/31/2019																		5/31/2027			—			(1)			—
									Secured Debt						5/31/2019						13.50%												5/31/2027			1,980			1,960			1,980
									Common Stock			(8)			5/31/2019			154																					1,164			2,380
																																							3,123			4,360
VVS Holdco LLC						Omnichannel Retailer of Animal Health Products
									Secured Debt			(9) (30)			12/1/2021									SF+			6.00%						12/1/2024			—			—			—
									Secured Debt						12/1/2021						11.50%												12/1/2026			6,760			6,672			6,672

10

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

September 30, 2024

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)						Business Description			Type of Investment (2) (3) (15)						Investment Date (22)			Shares/Units			Total Rate			Reference Rate and Spread (25)						PIK Rate (19)			Maturity Date			Principal (4)			Cost (4)			Fair Value (18)
									Preferred Equity			(8) (23)			12/1/2021			3,060																					3,060			3,060
																																							9,732			9,732
Subtotal Affiliate Investments (51.0% of net assets at fair value)																																							$	254,666		$	315,190
Non-Control/Non-Affiliate Investments (7)
AAC Holdings, Inc.			(11)			Substance Abuse Treatment Service Provider
									Secured Debt						1/31/2023						18.00%									18.00%			6/25/2025			$	173		$	172		$	171
									Secured Debt						12/11/2020						18.00%									18.00%			6/25/2025			5,745			5,681			5,687
									Common Stock						12/11/2020			593,927																					3,148			—
									Warrants			(27)			12/11/2020			197,717															12/11/2025						—			—
																																							9,001			5,858
Acumera, Inc.			(10)			Managed Security Service Provider
									Common Equity			(8)			7/2/2024			3,311																					—			30
Adams Publishing Group, LLC			(10)			Local Newspaper Operator
									Secured Debt			(9) (29)			3/11/2022						11.00%			SF+			7.00%			1.00%			3/11/2027			943			943			924
									Secured Debt			(9) (29)			3/11/2022						11.00%			SF+			7.00%			1.00%			3/11/2027			2,322			2,318			2,274
																																							3,261			3,198
AMEREQUIP LLC			(10)			Full Services Provider Including Design, Engineering and Manufacturing of Commercial and Agricultural Equipment
									Common Stock			(8)			8/31/2022			11																					83			40
American Health Staffing Group, Inc.			(10)			Healthcare Temporary Staffing
									Secured Debt			(9) (30)			11/19/2021									P+			5.00%						11/19/2026			—			(7)			(7)
									Secured Debt			(9)			11/19/2021						13.00%			P+			5.00%						11/19/2026			7,703			7,669			7,703
																																							7,662			7,696
American Nuts, LLC			(10)			Roaster, Mixer and Packager of Bulk Nuts and Seeds
									Secured Debt			(9)			3/11/2022						15.23%			SF+			9.75%			15.23%			4/10/2026			5,425			5,411			4,556
									Secured Debt			(9) (14)			3/11/2022						17.20%			SF+			11.75%			17.20%			4/10/2026			4,270			4,244			2,851
																																							9,655			7,407
American Teleconferencing Services, Ltd.			(11)			Provider of Audio Conferencing and Video Collaboration Solutions
									Secured Debt			(14) (17)			9/17/2021																		4/7/2023			2,425			2,375			59
									Secured Debt			(14) (17)			5/19/2016																		6/8/2023			11,693			11,451			282
																																							13,826			341
Ansira Partners II, LLC			(10)			Provider of Data-Driven Marketing Services
									Secured Debt			(9)			7/1/2024						11.88%			SF+			6.75%						7/1/2029			195			148			148
									Secured Debt			(9)			7/1/2024						12.08%			SF+			6.75%						7/1/2029			18,049			17,597			17,597

11

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

September 30, 2024

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)						Business Description			Type of Investment (2) (3) (15)						Investment Date (22)			Shares/Units			Total Rate			Reference Rate and Spread (25)						PIK Rate (19)			Maturity Date			Principal (4)			Cost (4)			Fair Value (18)
																																							17,745			17,745
ArborWorks, LLC			(10)			Vegetation Management Services
									Secured Debt						11/6/2023						15.00%									15.00%			11/6/2028			2,106			2,106			2,106
									Secured Debt			(9)			11/6/2023						11.76%			SF+			6.50%			11.76%			11/6/2028			4,157			4,157			4,157
									Preferred Equity						11/6/2023			17,265																					7,468			6,667
									Preferred Equity						11/6/2023			17,265																					—			—
									Common Equity						11/9/2021			2,070																					124			—
																																							13,855			12,930
Archer Systems, LLC			(10)			Mass Tort Settlement Administration Solutions Provider
									Common Stock						8/11/2022			62,403																					62			100
ATS Operating, LLC			(10)			For-Profit Thrift Retailer
									Secured Debt			(9)			1/18/2022						11.59%			SF+			6.00%						1/18/2027			105			105			105
									Secured Debt			(9)			1/18/2022						10.59%			SF+			5.00%						1/18/2027			925			915			925
									Secured Debt			(9)			1/18/2022						12.59%			SF+			7.00%						1/18/2027			925			915			925
									Common Stock						1/18/2022			100,000																					100			100
																																							2,035			2,055
AVEX Aviation Holdings, LLC			(10)			Specialty Aircraft Dealer & MRO Provider
									Secured Debt			(9) (30)			12/23/2022									SF+			7.25%						12/23/2027			—			(14)			(14)
									Secured Debt			(9)			12/23/2022						12.06%			SF+			7.25%						12/23/2027			3,365			3,287			3,365
									Common Equity			(8)			12/15/2021			137																					134			111
																																							3,407			3,462
Berry Aviation, Inc.			(10)			Charter Airline Services
									Preferred Member Units						3/8/2024			286,109																					286			—
									Preferred Member Units			(23)			11/12/2019			122,416																					—			—
									Preferred Member Units			(23)			7/6/2018			1,548,387																					—			—
																																							286			—
Bettercloud, Inc.			(10)			SaaS Provider of Workflow Management and Business Application Solutions
									Secured Debt			(9) (30)			6/30/2022									SF+			10.25%						6/30/2028			—			(15)			(15)
									Secured Debt			(9)			6/30/2022						15.31%			SF+			10.25%			9.25%			6/30/2028			9,035			8,939			7,544
																																							8,924			7,529
Binswanger Enterprises, LLC			(10)			Glass Repair and Installation Service Provider
									Member Units						3/10/2017			1,050,000																					1,050			580

12

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

September 30, 2024

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)						Business Description			Type of Investment (2) (3) (15)						Investment Date (22)			Shares/Units			Total Rate			Reference Rate and Spread (25)						PIK Rate (19)			Maturity Date			Principal (4)			Cost (4)			Fair Value (18)
Bluestem Brands, Inc.			(11)			Multi-Channel Retailer of General Merchandise
									Secured Debt			(9)			1/9/2024						13.82%			SF+			8.50%			12.82%			8/28/2025			204			99			187
									Secured Debt			(9)			10/19/2022						15.50%			P+			7.50%			15.00%			8/28/2025			3,703			3,703			3,388
									Secured Debt			(9)			8/28/2020						13.82%			SF+			8.50%			12.82%			8/28/2025			4,348			3,998			3,978
									Common Stock						10/1/2020			700,446																					—			—
									Warrants			(27)			10/19/2022			175,110															10/19/2032						1,111			—
																																							8,911			7,553
Boccella Precast Products LLC						Manufacturer of Precast Hollow Core Concrete
									Secured Debt						9/23/2021						10.00%												2/28/2027			80			80			66
									Member Units			(8)			6/30/2017			540,000																					564			80
																																							644			146
Bond Brand Loyalty ULC			(10) (13) (21)			Provider of Loyalty Marketing Services
									Secured Debt			(9) (30)			5/1/2023									SF+			7.00%						5/1/2028			—			(13)			(13)
									Secured Debt			(9)			5/1/2023						11.48%			SF+			6.00%						5/1/2028			4,010			3,952			4,010
									Secured Debt			(9)			5/1/2023						13.48%			SF+			8.00%						5/1/2028			4,010			3,952			4,010
									Preferred Equity						5/1/2023			360																					360			310
									Common Equity						5/1/2023			360																					—			—
																																							8,251			8,317
BP Loenbro Holdings Inc.			(10)			Specialty Industrial Maintenance Services
									Secured Debt			(9) (28)			2/1/2024						11.22%			SF+			6.00%						2/1/2029			771			748			771
									Secured Debt			(9) (30)			2/1/2024									SF+			6.00%						2/1/2029			—			(11)			(11)
									Secured Debt			(9)			2/1/2024						11.35%			SF+			6.00%						2/1/2029			11,288			11,091			11,288
									Common Equity						2/1/2024			1,000,000																					1,000			1,550
																																							12,828			13,598
Brightwood Capital Fund Investments			(12) (13)			Investment Partnership
									LP Interests (Brightwood Capital Fund III, LP)			(24)			7/21/2014			1.0%																					1,974			1,156
									LP Interests (Brightwood Capital Fund IV, LP)			(8) (24)			10/26/2016			1.0%																					8,637			8,802
																																							10,611			9,958
Buca C, LLC						Casual Restaurant Group
									Secured Debt			(14)			8/7/2024						15.00%									10.00%			11/4/2024			13,330			13,048			10,817
									Secured Debt			(14) (30)			6/28/2024						15.00%									15.00%			4/1/2025			10			—			—
									Secured Debt			(14) (17)			6/30/2015						15.00%									15.00%			8/31/2023			6,131			4,078			—
									Preferred Member Units						6/30/2015			4			6.00%									6.00%									3,040			—
																																							20,166			10,817
Burning Glass Intermediate Holding Company, Inc.			(10)			Provider of Skills-Based Labor Market Analytics

13

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

September 30, 2024

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)						Business Description			Type of Investment (2) (3) (15)						Investment Date (22)			Shares/Units			Total Rate			Reference Rate and Spread (25)						PIK Rate (19)			Maturity Date			Principal (4)			Cost (4)			Fair Value (18)
									Secured Debt			(9) (30)			6/14/2021									SF+			5.00%						6/10/2026			—			(9)			—
									Secured Debt			(9)			6/14/2021						9.95%			SF+			5.00%						6/10/2028			12,125			12,006			12,125
																																							11,997			12,125
CAI Software LLC						Provider of Specialized Enterprise Resource Planning Software
									Preferred Equity						12/13/2021			454,344																					454			472
									Preferred Equity						12/13/2021			126,446																					—			—
																																							454			472
Career Team Holdings, LLC						Provider of Workforce Training and Career Development Services
									Secured Debt			(9)			12/17/2021						11.25%			SF+			6.00%						12/17/2026			75			71			71
									Secured Debt						12/17/2021						13.00%												12/17/2026			2,205			2,176			2,176
									Common Stock						12/17/2021			50,000																					500			500
																																							2,747			2,747
CaseWorthy, Inc.			(10)			SaaS Provider of Case Management Solutions
									Common Equity						12/30/2022			80,000																					80			160
CenterPeak Holdings, LLC						Executive Search Services
									Secured Debt			(30)			12/10/2021																		12/10/2026			—			(3)			—
									Secured Debt						12/10/2021						15.00%												12/10/2026			2,390			2,361			2,390
									Preferred Equity			(8)			12/10/2021			368																					404			1,590
																																							2,762			3,980
Central Moloney, LLC			(10)			Manufacturer of Electricity Transformers and Related Equipment
									Secured Debt			(9)			2/9/2024						11.35%			SF+			6.75%						10/20/2028			12,861			12,639			12,773
Channel Partners Intermediateco, LLC			(10)			Outsourced Consumer Services Provider
									Secured Debt			(9) (28)			2/7/2022						12.02%			SF+			7.00%						2/7/2027			467			455			437
									Secured Debt			(9)			2/7/2022						12.55%			SF+			7.00%						2/7/2027			3,334			3,303			3,125
									Secured Debt			(9)			6/24/2022						12.55%			SF+			7.00%						2/7/2027			185			183			173
									Secured Debt			(9)			3/27/2023						12.55%			SF+			7.00%						2/7/2027			446			439			418
																																							4,380			4,153
Clarius BIGS, LLC			(10)			Prints & Advertising Film Financing
									Secured Debt			(14) (17)			9/23/2014																		1/5/2015			2,685			2,340			17
Classic H&G Holdings, LLC						Provider of Engineered Packaging Solutions
									Preferred Member Units			(8)			3/12/2020			39																					—			660

14

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

September 30, 2024

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)						Business Description			Type of Investment (2) (3) (15)						Investment Date (22)			Shares/Units			Total Rate			Reference Rate and Spread (25)						PIK Rate (19)			Maturity Date			Principal (4)			Cost (4)			Fair Value (18)
Computer Data Source, LLC			(10)			Third Party Maintenance Provider to the Data Center Ecosystem
									Secured Debt			(9) (28)			8/6/2021						13.29%			SF+			8.00%						8/6/2026			6,250			6,170			6,117
									Secured Debt			(9) (30)			3/29/2024									SF+			8.00%						8/6/2026			—			(49)			(49)
									Secured Debt			(9)			8/6/2021						13.28%			SF+			8.00%						8/6/2026			15,146			14,970			14,823
																																							21,091			20,891
Construction Supply Investments, LLC			(10)			Distribution Platform of Specialty Construction Materials to Professional Concrete and Masonry Contractors
									Member Units						12/29/2016																								—			—
Coregistics Buyer LLC			(10) (13) (21)			Contract Packaging Service Provider
									Secured Debt			(9)			6/29/2024									SF+			6.50%						6/28/2029						426			429
									Secured Debt			(9)			6/29/2024						11.45%			SF+			6.50%						6/28/2029						2,813			2,752
									Secured Debt			(9)			8/15/2024						11.62%			SF+			6.50%						6/28/2029						1,881			1,835
									Secured Debt			(9)			6/29/2024						11.70%			SF+			6.75%						6/28/2029						8,449			8,448
																																							13,569			13,464
CQ Fluency, LLC			(10)			Global Language Services Provider
									Secured Debt			(9) (30)			12/27/2023									SF+			6.75%						6/27/2027			—			(35)			(35)
									Secured Debt			(9) (30)			12/27/2023									SF+			6.75%						6/27/2027			—			(35)			(35)
									Secured Debt			(9)			12/27/2023						11.49%			SF+			6.75%						6/27/2027			7,313			7,142			7,170
																																							7,072			7,100
Creative Foam Corporation			(10)			Manufacturer of Custom Engineered Die Cut, Formed Foam, Nonwoven, and Multi-material Component Solutions for the Automotive and Healthcare Markets
									Secured Debt			(9) (30)			6/27/2024									SF+			5.75%						6/27/2029			—			(29)			(29)
									Secured Debt			(9)			6/27/2024						10.35%			SF+			5.75%						6/27/2029			10,869			10,666			10,733
																																							10,637			10,704
Dalton US Inc.			(10)			Provider of Supplemental Labor Services
									Common Stock						8/16/2022			37																					52			60
DMA Industries, LLC						Distributor of Aftermarket Ride Control Products
									Secured Debt						6/18/2024						12.00%												6/19/2029			140			137			137
									Secured Debt						11/19/2021						12.00%												6/19/2029			4,200			4,159			4,159
									Preferred Equity						11/19/2021			1,486																					1,486			1,486
									Preferred Equity			(8)			6/18/2024			767			15.00%									15.00%									781			781
																																							6,563			6,563

15

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

September 30, 2024

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)						Business Description			Type of Investment (2) (3) (15)						Investment Date (22)			Shares/Units			Total Rate			Reference Rate and Spread (25)						PIK Rate (19)			Maturity Date			Principal (4)			Cost (4)			Fair Value (18)
DTE Enterprises, LLC			(10)			Industrial Powertrain Repair and Services
									Class AA Preferred Member Units (non-voting)			(8)			4/13/2018						10.00%									10.00%									1,316			681
									Class A Preferred Member Units						4/13/2018			776,316			8.00%									8.00%									776			—
																																							2,092			681
Dynamic Communities, LLC			(10)			Developer of Business Events and Online Community Groups
									Secured Debt			(9)			12/20/2022						11.45%			SF+			6.50%			11.45%			12/31/2026			2,253			2,094			2,155
									Secured Debt			(9)			12/20/2022						13.45%			SF+			8.50%			13.45%			12/31/2026			2,333			2,100			2,139
									Preferred Equity						12/20/2022			125,000																					128			60
									Preferred Equity						12/20/2022			2,376,241																					—			—
									Common Equity						12/20/2022			1,250,000																					—			—
																																							4,322			4,354
Elgin AcquireCo, LLC						Manufacturer and Distributor of Engine and Chassis Components
									Secured Debt			(9) (30)			10/3/2022									SF+			6.00%						10/3/2027			—			—			—
									Secured Debt						10/3/2022						12.00%												10/3/2027			1,181			1,160			1,160
									Secured Debt						10/3/2022						9.00%												10/3/2052			410			406			406
									Common Stock						10/3/2022			19																					374			370
									Common Stock			(23)			10/3/2022			61																					102			196
																																							2,042			2,132
Emerald Technologies Acquisition Co, Inc.			(11)			Design & Manufacturing
									Secured Debt			(9)			2/10/2022						11.20%			SF+			6.25%						12/29/2027			2,359			2,332			1,935
Escalent, Inc.			(10)			Market Research and Consulting Firm
									Secured Debt			(9) (30)			4/7/2023									SF+			8.00%						4/7/2029			—			(8)			(8)
									Secured Debt			(9)			4/7/2023						12.70%			SF+			8.00%						4/7/2029			6,872			6,716			6,872
									Common Equity						4/7/2023			170,998																					174			240
																																							6,882			7,104
Event Holdco, LLC			(10)			Event and Learning Management Software for Healthcare Organizations and Systems
									Secured Debt			(9)			12/22/2021						12.87%			SF+			8.00%						12/22/2026			308			306			308
									Secured Debt			(9)			12/22/2021						12.87%			SF+			8.00%			8.00%			12/22/2026			3,909			3,893			3,909
																																							4,199			4,217
FCC Intermediate Holdco, LLC						Supply Chain Management Services
									Secured Debt						5/28/2024						13.00%												5/29/2029			8,200			7,074			7,074
									Warrants			(27)			5/28/2024			3																		980			980			980

16

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

September 30, 2024

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)						Business Description			Type of Investment (2) (3) (15)						Investment Date (22)			Shares/Units			Total Rate			Reference Rate and Spread (25)						PIK Rate (19)			Maturity Date			Principal (4)			Cost (4)			Fair Value (18)
																																							8,054			8,054
Garyline, LLC			(10)			Manufacturer of Consumer Plastic Products
									Secured Debt			(9) (28)			11/10/2023						11.95%			SF+			6.75%						11/10/2028			1,786			1,721			1,755
									Secured Debt			(9)			11/10/2023						11.95%			SF+			6.75%						11/10/2028			9,616			9,379			9,448
									Common Equity						11/10/2023			210,084																					210			170
																																							11,310			11,373
Hawk Ridge Systems, LLC						Value-Added Reseller of Engineering Design and Manufacturing Solutions
									Secured Debt			(9)			12/2/2016						11.35%			SF+			6.00%						1/15/2026			640			639			640
									Secured Debt						12/2/2016						12.50%												1/15/2026			9,744			9,715			9,744
									Preferred Member Units			(8)			12/2/2016			56																					713			4,750
									Preferred Member Units			(23)			12/2/2016			56																					38			250
																																							11,105			15,384
HDC/HW Intermediate Holdings			(10)			Managed Services and Hosting Provider
									Secured Debt			(9)			3/7/2024						8.75%			SF+			3.50%			2.50%			6/21/2026			1,353			1,289			1,289
									Secured Debt			(14)			3/7/2024						2.50%									2.50%			6/21/2026			914			401			359
									Common Equity						3/7/2024			35,971																					—			—
																																							1,690			1,648
HEADLANDS OP-CO LLC			(10)			Clinical Trial Sites Operator
									Secured Debt			(9) (30)			8/1/2022									SF+			6.50%						8/1/2027			—			(11)			(11)
									Secured Debt			(9)			8/1/2022						11.35%			SF+			6.50%						8/1/2027			1,980			1,954			1,980
									Secured Debt			(9) (30)			6/3/2024									SF+			6.50%						8/1/2027			—			(18)			(18)
									Secured Debt			(9)			8/1/2022						11.35%			SF+			6.50%						8/1/2027			4,888			4,832			4,887
									Secured Debt			(9)			6/3/2024						11.35%			SF+			6.50%						8/1/2027			2,388			2,367			2,388
																																							9,124			9,226
Hornblower Sub, LLC			(10)			Marine Tourism and Transportation
									Secured Debt			(9) (30)			7/3/2024									SF+			5.50%						7/3/2029			—			(24)			(24)
									Secured Debt			(9)			7/3/2024						10.82%			SF+			5.50%						7/3/2029			15,529			15,368			15,368
																																							15,344			15,344
Hybrid Promotions, LLC			(10)			Wholesaler of Licensed, Branded and Private Label Apparel
									Secured Debt			(9)			6/30/2021						13.84%			SF+			8.25%						12/31/2027			8,000			7,847			8,000
IG Parent Corporation			(11)			Software Engineering
									Secured Debt			(9)			7/30/2021						10.95%			SF+			5.75%						7/30/2026			306			297			306
									Secured Debt			(9)			7/30/2021						10.70%			SF+			5.75%						7/30/2028			6,154			6,101			6,154
									Secured Debt			(9)			7/30/2021						10.70%			SF+			5.75%						7/30/2028			1,927			1,910			1,927
																																							8,308			8,387
Imaging Business Machines, L.L.C.			(10)			Technology Hardware & Equipment

17

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

September 30, 2024

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)						Business Description			Type of Investment (2) (3) (15)						Investment Date (22)			Shares/Units			Total Rate			Reference Rate and Spread (25)						PIK Rate (19)			Maturity Date			Principal (4)			Cost (4)			Fair Value (18)
									Secured Debt			(9) (28)			6/8/2023						12.08%			SF+			7.00%						6/30/2028			593			593			593
									Secured Debt			(9)			6/8/2023						11.62%			SF+			7.00%						6/30/2028			10,306			10,042			10,306
									Common Equity						6/8/2023			422																					580			540
																																							11,215			11,439
Implus Footcare, LLC			(10)			Provider of Footwear and Related Accessories
									Secured Debt			(9)			6/1/2017						14.01%			SF+			9.25%			1.50%			7/31/2025			17,043			17,043			15,988
Infinity X1 Holdings, LLC						Manufacturer and Supplier of Personal Lighting Products
									Secured Debt						3/31/2023						12.00%												3/31/2028			3,819			3,766			3,766
									Preferred Equity			(8)			3/31/2023			21,840																					1,092			1,730
																																							4,858			5,496
Insight Borrower Corporation			(10)			Test, Inspection, and Certification Instrument Provider
									Secured Debt			(9) (30)			7/19/2023									SF+			6.25%						7/19/2028			—			(34)			(34)
									Secured Debt			(9) (30)			7/19/2023									SF+			6.25%						7/19/2029			—			(29)			(29)
									Secured Debt			(9)			7/19/2023						11.53%			SF+			6.25%						7/19/2029			8,310			8,111			7,880
									Common Equity						7/19/2023			47,847																					239			130
																																							8,287			7,947
Inspire Aesthetics Management, LLC			(10)			Surgical and Non-Surgical Plastic Surgery and Aesthetics Provider
									Secured Debt			(9) (28)			4/3/2023						13.03%			SF+			8.00%						4/3/2028			676			662			609
									Secured Debt			(9)			4/3/2023						13.27%			SF+			8.00%						4/3/2028			6,209			6,093			5,591
									Secured Debt			(9)			6/14/2023						13.27%			SF+			8.00%						4/3/2028			1,250			1,227			1,126
									Common Equity						4/3/2023			101,719																					322			10
																																							8,304			7,336
Interface Security Systems, L.L.C			(10)			Commercial Security & Alarm Services
									Secured Debt			(17) (28)			12/9/2021						15.06%			SF+			10.00%			15.22%			8/7/2023			1,998			1,998			1,842
									Secured Debt			(9) (14) (17)			8/7/2019						12.35%			SF+			7.00%			12.35%			8/7/2023			7,334			7,254			11
									Common Stock						12/7/2021			2,143																					—			—
																																							9,252			1,853
Invincible Boat Company, LLC.			(10)			Manufacturer of Sport Fishing Boats
									Secured Debt			(9) (28)			8/28/2019						11.29%			SF+			6.50%						8/28/2025			1,037			1,036			991
									Secured Debt			(9)			8/28/2019						11.25%			SF+			6.50%						8/28/2025			16,812			16,779			16,070
																																							17,815			17,061
INW Manufacturing, LLC			(11)			Manufacturer of Nutrition and Wellness Products
									Secured Debt			(9)			5/19/2021						10.62%			SF+			5.75%						3/25/2027			6,375			6,283			5,355

18

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

September 30, 2024

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)						Business Description			Type of Investment (2) (3) (15)						Investment Date (22)			Shares/Units			Total Rate			Reference Rate and Spread (25)						PIK Rate (19)			Maturity Date			Principal (4)			Cost (4)			Fair Value (18)
Iron-Main Investments, LLC						Consumer Reporting Agency Providing Employment Background Checks and Drug Testing
									Secured Debt						8/2/2021						13.00%												1/31/2028			1,128			1,112			1,112
									Secured Debt						9/1/2021						13.00%												1/31/2028			735			724			724
									Secured Debt						11/15/2021						13.00%												1/31/2028			2,236			2,236			2,236
									Secured Debt						11/15/2021						13.00%												1/31/2028			4,406			4,339			4,339
									Secured Debt						1/31/2023						13.00%												1/31/2028			2,521			2,431			2,431
									Preferred Equity						6/26/2024			177,800			25.00%									25.00%									178			190
									Common Stock						8/3/2021			50,753																					689			710
																																							11,709			11,742
Isagenix International, LLC			(11)			Direct Marketer of Health & Wellness Products
									Secured Debt			(9)			4/13/2023						11.89%			SF+			6.60%			9.43%			4/14/2028			2,897			2,700			797
									Common Equity						4/13/2023			186,322																					—			—
																																							2,700			797
Island Pump and Tank, LLC			(10)			Provider of Facility and Maintenance Services to Fuel Retailers in Northeast U.S.
									Secured Debt			(9) (30)			5/20/2024									SF+			6.50%						5/17/2029			—			(6)			(6)
									Secured Debt			(9)			5/20/2024						11.09%			SF+			5.50%						5/17/2029			1,735			1,706			1,686
									Secured Debt			(9)			5/20/2024						12.09%			SF+			6.50%						5/17/2029			1,735			1,706			1,686
									Secured Debt			(9)			5/20/2024						13.09%			SF+			7.50%						5/17/2029			1,735			1,706			1,686
																																							5,112			5,052
ITA Holdings Group, LLC						Air Ambulance Services
									Secured Debt			(9)			6/21/2023						15.53%			SF+			9.00%			1.00%			6/21/2027			299			294			294
									Secured Debt			(9)			6/21/2023						15.53%			SF+			9.00%			1.00%			6/21/2027			252			248			248
									Secured Debt			(9)			6/21/2023						14.53%			SF+			8.00%			1.00%			6/21/2027			1,105			915			915
									Secured Debt			(9)			6/21/2023						16.53%			SF+			10.00%			1.00%			6/21/2027			1,105			915			915
									Warrants			(27)			6/21/2023			48,327															6/21/2033						523			820
																																							2,895			3,192
Jackmont Hospitality, Inc.			(10)			Franchisee of Casual Dining Restaurants
									Secured Debt			(9) (26)			10/26/2022						12.86%			SF+			7.50%						11/4/2024			1,607			1,604			1,607
									Secured Debt			(9)			2/27/2024						15.28%			SF+			10.00%						11/4/2024			1,251			1,244			1,251
									Secured Debt			(9)			11/8/2021						12.90%			SF+			7.50%						11/4/2024			3,738			3,738			3,738
									Preferred Equity						11/8/2021			5,653,333																					216			1,740
																																							6,802			8,336
JDC Power Services, LLC			(10)			Provider of Electrical Equipment and Maintenance Services for Datacenters
									Secured Debt			(9) (30)			6/28/2024									SF+			6.75%						6/28/2029			—			(49)			(49)
									Secured Debt			(9)			6/28/2024						11.35%			SF+			6.75%						6/28/2029			17,783			17,367			17,076
																																							17,318			17,027

19

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

September 30, 2024

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)						Business Description			Type of Investment (2) (3) (15)						Investment Date (22)			Shares/Units			Total Rate			Reference Rate and Spread (25)						PIK Rate (19)			Maturity Date			Principal (4)			Cost (4)			Fair Value (18)
Joerns Healthcare, LLC			(11)			Manufacturer and Distributor of Health Care Equipment & Supplies
									Secured Debt			(9) (14) (17)			8/21/2019						21.59%			SF+			16.00%			21.59%			8/21/2024			942			942			—
									Secured Debt			(9) (14) (17)			8/21/2019						21.59%			SF+			16.00%			21.59%			8/21/2024			906			906			—
									Secured Debt			(9)			3/30/2024						13.45%			SF+			8.75%			6.00%			3/29/2029			1,666			1,666			1,666
									Secured Debt			(9)			3/30/2024						13.45%			SF+			8.75%			13.45%			3/29/2029			1,055			1,055			1,055
									Common Stock						8/21/2019			392,514																					3,678			—
									Common Stock						3/29/2024			4,535,784																					166			166
																																							8,413			2,887
JorVet Holdings, LLC						Supplier and Distributor of Veterinary Equipment and Supplies
									Secured Debt						3/28/2022						12.00%												3/28/2027			2,750			2,723			2,723
									Preferred Equity			(8)			3/28/2022			12,214																					1,221			1,250
																																							3,944			3,973
JTI Electrical & Mechanical, LLC			(10)			Electrical, Mechanical and Automation Services
									Secured Debt			(9) (28)			12/22/2021						13.37%			SF+			8.00%						12/22/2026			702			695			664
									Secured Debt			(9)			12/22/2021						12.85%			SF+			8.00%						12/22/2026			2,980			2,953			2,820
									Secured Debt			(9)			2/1/2024						12.85%			SF+			8.00%						12/22/2026			279			272			264
									Common Equity						12/22/2021			140,351																					140			20
																																							4,060			3,768
KMS, LLC			(10)			Wholesaler of Closeout and Value-priced Products
									Secured Debt			(9) (14)			10/4/2021						14.50%			SF+			9.75%						10/4/2026			1,286			1,238			967
									Secured Debt			(9) (14)			10/4/2021						14.50%			SF+			9.75%						10/4/2026			9,262			9,175			6,966
																																							10,413			7,933
Lightbox Holdings, L.P.			(11)			Provider of Commercial Real Estate Software
									Secured Debt						5/9/2019						10.11%			SF+			5.00%						5/9/2026			5,720			5,701			5,548
LL Management, Inc.			(10)			Medical Transportation Service Provider
									Secured Debt			(9)			9/17/2024						12.43%			SF+			7.25%						12/31/2025			601			601			601
									Secured Debt			(9)			5/2/2019						12.60%			SF+			7.25%						12/31/2025			7,872			7,798			7,872
									Secured Debt			(9)			5/2/2019						12.60%			SF+			7.25%						12/31/2025			5,194			5,144			5,194
									Secured Debt			(9)			2/26/2021						12.60%			SF+			7.25%						12/31/2025			863			854			863
									Secured Debt			(9)			5/12/2022						12.60%			SF+			7.25%						12/31/2025			8,737			8,651			8,737
																																							23,048			23,267
LLFlex, LLC			(10)			Provider of Metal-Based Laminates
									Secured Debt			(9)			8/16/2021						13.48%			SF+			8.00%			3.00%			8/16/2026			4,510			4,472			3,724
Logix Acquisition Company, LLC			(10)			Competitive Local Exchange Carrier

20

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

September 30, 2024

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)						Business Description			Type of Investment (2) (3) (15)						Investment Date (22)			Shares/Units			Total Rate			Reference Rate and Spread (25)						PIK Rate (19)			Maturity Date			Principal (4)			Cost (4)			Fair Value (18)
									Secured Debt			(9)			1/8/2018						13.25%			P+			4.75%						12/22/2024			11,552			11,486			8,578
Mako Steel, LP			(10)			Self-Storage Design & Construction
									Secured Debt			(9) (30)			3/15/2021									SF+			7.50%						3/15/2026			—			(24)			—
									Secured Debt			(9)			3/28/2024						12.59%			SF+			7.50%						3/15/2026			21,222			21,014			21,222
																																							20,990			21,222
Metalforming Holdings, LLC						Distributor of Sheet Metal Folding and Metal Forming Equipment
									Secured Debt			(30)			10/19/2022																		10/19/2025			—			—			—
									Secured Debt						10/19/2022						10.75%												10/19/2027			1,663			1,633			1,633
									Preferred Equity			(8)			10/19/2022			434,331			8.00%									8.00%									434			460
									Common Stock						10/19/2022			112,865																					113			290
																																							2,180			2,383
Microbe Formulas, LLC			(10)			Nutritional Supplements Provider
									Secured Debt			(9) (30)			4/4/2022									SF+			6.00%						4/3/2028			—			(5)			(5)
									Secured Debt			(9)			4/4/2022						10.95%			SF+			6.00%						4/3/2028			2,497			2,466			2,497
																																							2,461			2,492
Mills Fleet Farm Group, LLC			(10)			Omnichannel Retailer of Work, Farm and Lifestyle Merchandise
									Secured Debt			(9)			10/24/2018						12.56%			SF+			7.00%						12/31/2026			18,152			17,935			16,242
Mini Melts of America, LLC			(10)			Manufacturer and Distributor of Branded Premium Beaded Ice Cream
									Secured Debt			(9) (28)			11/30/2023						11.37%			SF+			6.25%						11/30/2028			975			951			975
									Secured Debt			(9) (26)			11/30/2023						11.33%			SF+			6.25%						11/30/2028			860			842			860
									Secured Debt			(9)			11/30/2023						10.31%			SF+			5.25%						11/30/2028			3,209			3,144			3,209
									Secured Debt			(9)			11/30/2023						12.31%			SF+			7.25%						11/30/2028			3,209			3,142			3,209
									Common Equity						11/30/2023			300,000																					300			300
																																							8,379			8,553
MoneyThumb Acquisition, LLC						Provider of Software-as-a-Service Financial File Conversion and Reconciliation
									Secured Debt						8/19/2024						14.00%												8/19/2029			2,400			2,186			2,186
									Preferred Member Units			(8)			8/19/2024			40,821			12.00%									12.00%									414			414
									Warrants			(27)			8/19/2024			14,842																					148			148
																																							2,748			2,748
MonitorUS Holding, LLC			(10) (13) (21)			SaaS Provider of Media Intelligence Services
									Secured Debt						5/24/2022						14.00%									4.00%			5/24/2027			1,155			1,143			1,181
									Secured Debt						5/24/2022						14.00%									4.00%			5/24/2027			3,002			2,970			3,319
									Secured Debt						5/24/2022						14.00%									4.00%			5/24/2027			5,109			5,057			5,109

21

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

September 30, 2024

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)						Business Description			Type of Investment (2) (3) (15)						Investment Date (22)			Shares/Units			Total Rate			Reference Rate and Spread (25)						PIK Rate (19)			Maturity Date			Principal (4)			Cost (4)			Fair Value (18)
									Unsecured Debt						11/14/2023						8.00%									8.00%			3/31/2025			32			32			32
									Unsecured Debt						3/15/2024						8.00%									8.00%			6/30/2025			16			16			16
									Unsecured Debt						9/25/2024						8.00%									8.00%			12/21/2025			30			30			30
									Common Stock						8/30/2022			12,798,820																					256			211
																																							9,504			9,898
NinjaTrader, LLC			(10)			Operator of Futures Trading Platform
									Secured Debt			(9) (30)			12/18/2019									SF+			6.50%						12/18/2026			—			(3)			(3)
									Secured Debt			(9)			12/18/2019						11.98%			SF+			6.50%						12/18/2026			14,651			14,521			14,651
																																							14,518			14,648
Obra Capital, Inc.			(10)			Provider of Asset Management Services Specialized in Insurance-Linked Strategies
									Secured Debt			(9) (30)			6/21/2024									SF+			7.50%						12/21/2028			—			(14)			(14)
									Secured Debt			(9)			6/21/2024						12.53%			SF+			7.50%						6/21/2029			11,979			11,643			11,514
																																							11,629			11,500
OnPoint			(10)			Environmental & Facilities Services
									Secured Debt			(9)			4/1/2024						11.60%			SF+			7.00%						11/16/2027			2,910			2,886			2,886
Peaches Holding Corporation						Wholesale Provider of Consumer Packaging Solutions
									Common Equity						5/22/2024			806																					1,805			1,805
Power System Solutions			(10)			Backup Power Generation
									Secured Debt			(9) (30)			6/7/2023									SF+			6.50%						6/7/2028			—			(29)			(29)
									Secured Debt			(9)			6/7/2023						11.35%			SF+			6.50%						6/7/2028			2,646			2,583			2,646
									Secured Debt			(9)			6/7/2023						11.60%			SF+			6.50%						6/7/2028			7,879			7,705			7,879
									Common Equity						6/7/2023			532																					532			1,360
																																							10,791			11,856
PrimeFlight Aviation Services			(10)			Air Freight & Logistics
									Secured Debt			(9)			5/1/2023						10.58%			SF+			5.50%						5/1/2029			5,925			5,757			5,925
									Secured Debt			(9)			9/7/2023						10.10%			SF+			5.50%						5/1/2029			566			548			566
									Secured Debt			(9)			1/30/2024						10.10%			SF+			5.50%						5/1/2029			569			556			569
									Secured Debt			(9)			6/28/2024						9.85%			SF+			5.25%						5/1/2029			646			637			646
																																							7,498			7,706
PTL US Bidco, Inc			(10) (13) (21)			Manufacturers of Equipment, Including Drilling Rigs and Equipment, and Providers of Supplies and Services to Companies Involved in the Drilling, Evaluation and Completion of Oil and Gas Wells
									Secured Debt			(9) (28)			8/19/2022						12.19%			SF+			6.75%						8/19/2027			448			441			442
									Secured Debt			(9)			8/19/2022						12.13%			SF+			6.75%						8/19/2027			1,422			1,404			1,403

22

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

September 30, 2024

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)						Business Description			Type of Investment (2) (3) (15)						Investment Date (22)			Shares/Units			Total Rate			Reference Rate and Spread (25)						PIK Rate (19)			Maturity Date			Principal (4)			Cost (4)			Fair Value (18)
																																							1,845			1,845
Purge Rite, LLC			(10)			HVAC Flushing and Filtration Services
									Secured Debt			(9) (30)			10/2/2023									SF+			8.00%						10/2/2028			—			(16)			(16)
									Secured Debt			(9)			10/2/2023						13.64%			SF+			8.00%						10/2/2028			3,906			3,828			3,906
									Preferred Equity						10/2/2023			13,021																					1,289			1,289
									Common Equity						4/1/2024			13,021																					13			520
																																							5,114			5,699
Richardson Sales Solutions			(10)			Business Services
									Secured Debt			(9) (28)			8/24/2023						11.92%			SF+			6.75%						8/24/2028			1,333			1,288			1,313
									Secured Debt			(9)			8/24/2023						12.03%			SF+			6.75%						8/24/2028			10,354			10,109			10,194
									Secured Debt			(9)			9/10/2024						11.86%			SF+			6.75%						8/24/2028			5,097			4,997			5,018
																																							16,394			16,525
Roof Opco, LLC			(10)			Residential Re-Roofing/Repair
									Secured Debt			(9) (30)			8/27/2021									SF+			8.00%						8/27/2026			—			(7)			—
									Secured Debt			(9)			8/27/2021						12.59%			SF+			7.00%						8/27/2026			4,223			4,158			4,057
									Secured Debt			(9)			8/27/2021						14.59%			SF+			9.00%						8/27/2026			4,223			4,158			4,016
																																							8,309			8,073
Rug Doctor, LLC.			(10)			Carpet Cleaning Products and Machinery
									Secured Debt			(9)			7/16/2021						12.79%			SF+			8.00%			2.00%			11/16/2025			6,509			6,496			6,509
									Secured Debt			(9)			7/16/2021						12.79%			SF+			8.00%			2.00%			11/16/2025			8,465			8,446			8,465
																																							14,942			14,974
Slick Innovations, LLC						Text Message Marketing Platform
									Secured Debt						9/13/2018						14.00%												12/22/2027			4,200			4,087			4,200
									Common Stock			(8)			9/13/2018			17,500																					—			540
																																							4,087			4,740
South Coast Terminals Holdings, LLC			(10)			Specialty Toll Chemical Manufacturer
									Secured Debt			(9) (30)			8/8/2024									SF+			5.25%						8/8/2029			—			—			—
									Secured Debt			(9)			8/8/2024						10.20%			SF+			5.25%						8/8/2029			4,388			4,355			4,355
									Common Equity						12/10/2021			61																					61			59
																																							4,416			4,414
SPAU Holdings, LLC			(10)			Digital Photo Product Provider
									Secured Debt			(9) (28)			7/1/2022						12.46%			SF+			7.50%						7/1/2027			780			769			780
									Secured Debt			(9)			7/1/2022						12.45%			SF+			7.50%						7/1/2027			4,888			4,834			4,888
									Common Stock						7/1/2022			200,000																					200			190
																																							5,803			5,858
Tex Tech Tennis, LLC			(10)			Sporting Goods & Textiles
									Preferred Equity			(23)			7/7/2021			1,000,000																					1,000			2,410

23

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

September 30, 2024

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)						Business Description			Type of Investment (2) (3) (15)						Investment Date (22)			Shares/Units			Total Rate			Reference Rate and Spread (25)						PIK Rate (19)			Maturity Date			Principal (4)			Cost (4)			Fair Value (18)
The Affiliati Network, LLC						Performance Marketing Solutions
									Secured Debt			(30)			8/9/2021																		8/9/2026			—			(2)			(2)
									Secured Debt						8/9/2021						10.00%												8/9/2026			1,400			1,388			1,372
									Preferred Stock			(8)			9/1/2023			65,427																					65			65
									Preferred Stock			(8)			8/9/2021			320,000																					1,600			1,600
																																							3,051			3,035
Titan Meter Midco Corp.			(10)			Value Added Distributor of a Variety of Metering and Measurement Products and Solutions to the Energy Industry
									Secured Debt			(9) (30)			3/11/2024									SF+			6.50%						3/11/2029			—			(43)			(43)
									Secured Debt			(9)			3/11/2024						11.10%			SF+			6.50%						3/11/2029			13,082			12,676			12,844
									Preferred Equity						3/11/2024			468,750			8.00%									8.00%									469			469
																																							13,102			13,270
U.S. TelePacific Corp.			(11)			Provider of Communications and Managed Services
									Secured Debt			(9) (14)			6/1/2023						12.50%			SF+			7.15%			6.00%			5/2/2027			6,755			2,458			2,702
									Secured Debt			(14)			6/1/2023																		5/2/2027			692			15			—
																																							2,473			2,702
UPS Intermediate, LLC			(10)			Provider of Maintenance, Repair, and Overhaul Services for Industrial Equipment Serving the Refining, Chemical, Midstream, Renewables, Power, and Utilities End Markets
									Secured Debt			(9)			7/29/2024						11.51%			SF+			6.25%						7/27/2029			19,539			19,147			19,147
									Common Equity						7/29/2024			412,371																					412			412
																																							19,559			19,559
Urgent DSO LLC						General and Emergency Dentistry Practice
									Secured Debt						2/16/2024						13.50%												2/16/2029			2,200			2,142			2,142
									Preferred Equity			(8)			2/16/2024			1,000			9.00%									9.00%									1,057			1,057
																																							3,199			3,199
UserZoom Technologies, Inc.			(10)			Provider of User Experience Research Automation Software
									Secured Debt			(9)			1/11/2023						12.75%			SF+			7.50%						4/5/2029			3,000			2,934			3,000
Vistar Media, Inc.			(10)			Operator of Digital Out-of-Home Advertising Platform
									Preferred Stock						4/3/2019			70,207																					767			3,180
Vitesse Systems			(10)			Component Manufacturing and Machining Platform

24

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MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

September 30, 2024

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)						Business Description			Type of Investment (2) (3) (15)						Investment Date (22)			Shares/Units			Total Rate			Reference Rate and Spread (25)						PIK Rate (19)			Maturity Date			Principal (4)			Cost (4)			Fair Value (18)
									Secured Debt			(9) (32)			12/22/2023						12.47%												12/22/2028			1,705			1,666			1,705
									Secured Debt			(9)			12/22/2023						11.96%			SF+			7.00%						12/22/2028			12,406			12,146			12,406
																																							13,812			14,111
VORTEQ Coil Finishers, LLC			(10)			Specialty Coating of Aluminum and Light-Gauge Steel
									Common Equity			(8)			11/30/2021			769,231																					769			1,910
Wall Street Prep, Inc.			(10)			Financial Training Services
									Secured Debt			(9) (30)			7/19/2021									SF+			7.00%						7/19/2026			—			(4)			(4)
									Secured Debt			(9)			7/19/2021						12.48%			SF+			7.00%						7/19/2026			3,733			3,702			3,733
									Common Stock						7/19/2021			500,000																					500			1,160
																																							4,198			4,889
Watterson Brands, LLC			(10)			Facility Management Services
									Secured Debt						12/17/2021						12.00%									4.00%			12/17/2026			306			303			290
									Secured Debt						12/17/2021						12.00%									4.00%			12/17/2026			53			48			50
									Secured Debt						12/17/2021						12.00%									4.00%			12/17/2026			2,177			2,162			2,059
									Secured Debt						12/17/2021						12.00%									4.00%			12/17/2026			1,965			1,951			1,858
																																							4,464			4,257
West Star Aviation Acquisition, LLC			(10)			Aircraft, Aircraft Engine and Engine Parts
									Secured Debt			(9) (26)			3/1/2022						9.60%			SF+			5.00%						3/1/2028			662			652			662
									Secured Debt			(9)			3/1/2022						9.60%			SF+			5.00%						3/1/2028			2,925			2,888			2,925
									Secured Debt			(9)			11/3/2023						9.60%			SF+			5.00%						3/1/2028			1,456			1,430			1,456
									Common Stock			(8)			3/1/2022			200,000																					200			590
																																							5,170			5,633
Winter Services LLC			(10)			Provider of Snow Removal and Ice Management Services
									Secured Debt			(9)			11/19/2021						13.59%			SF+			8.00%						11/19/2026			833			778			800
									Secured Debt			(9)			11/19/2021						13.59%			SF+			8.00%						11/19/2026			2,343			2,305			2,248
									Secured Debt			(9)			1/16/2024						12.59%			SF+			7.00%						11/19/2026			9,050			8,892			8,684
									Secured Debt			(9)			1/16/2024						14.59%			SF+			9.00%						11/19/2026			9,050			8,892			8,684
																																							20,867			20,416
World Micro Holdings, LLC						Supply Chain Management
									Secured Debt						12/12/2022						13.00%												12/12/2027			1,606			1,586			1,586
									Preferred Equity			(8)			12/12/2022			530																					530			530
																																							2,116			2,116
Xenon Arc, Inc.			(10)			Tech-enabled Distribution Services to Chemicals and Food Ingredients Primary Producers
									Secured Debt			(9)			12/17/2021						10.16%			SF+			5.25%						12/20/2028			1,179			1,159			1,179
									Secured Debt			(9)			12/17/2021						10.63%			SF+			5.25%						12/20/2028			2,334			2,309			2,334
																																							3,468			3,513

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MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

September 30, 2024

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)						Business Description			Type of Investment (2) (3) (15)						Investment Date (22)			Shares/Units			Total Rate			Reference Rate and Spread (25)						PIK Rate (19)			Maturity Date			Principal (4)			Cost (4)			Fair Value (18)
YS Garments, LLC			(11)			Designer and Provider of Branded Activewear
									Secured Debt			(9)			8/22/2018						12.89%			SF+			7.50%						8/9/2026			5,153			5,087			4,699
Zips Car Wash, LLC			(10)			Express Car Wash Operator
									Secured Debt			(9) (26)			2/11/2022						12.46%			SF+			7.25%			1.50%			12/31/2024			2,360			2,360			2,219
									Secured Debt			(9) (26)			2/11/2022						12.46%			SF+			7.25%			1.50%			12/31/2024			591			591			555
																																							2,951			2,774
ZRG Partners, LLC			(10)			Talent Advisory Services Provider
									Secured Debt			(9) (30)			6/14/2024									SF+			6.00%						6/14/2029			—			(29)			(29)
									Secured Debt			(9)			6/14/2024									SF+			6.00%						6/14/2029			630			598			613
									Secured Debt			(9)			6/14/2024						11.26%			SF+			6.00%						6/14/2029			995			977			969
									Secured Debt			(9)			6/14/2024						11.30%			SF+			6.00%						6/14/2029			7,133			7,000			6,944
																																							8,546			8,497
Subtotal Non-Control/Non-Affiliate Investments (127.8% of net assets at fair value)																																							$	836,194		$	790,604
Total Portfolio Investments, September 30, 2024 (188.0% of net assets at fair value)																																							$	1,132,577		$	1,162,627
Money market funds (included in cash and cash equivalents)
First American Treasury Obligations Fund Class Z			(16)																																				$	10,798		$	10,798
Fidelity Government Portfolio Fund Class III			(34)																																				20,397			20,397
Total money market funds																																							$	31,195		$	31,195

___________________________________________________

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

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

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

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

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

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

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

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MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

September 30, 2024

(dollars in thousands)

(Unaudited)

(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, 96% of the loans (based on the par amount) contain Term SOFR (“SOFR”) floors which range between 0.75% and 5.25%, with a weighted-average floor of 1.25%.

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

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

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

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

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

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

(16)Effective yield as of September 30, 2024 was approximately 4.97% on the First American Treasury Obligations Fund Class Z.

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

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

(19)Investments may have a portion, or all, of their income received from Paid-in-Kind (“PIK”) interest or dividends. PIK interest income and cumulative dividend income represent income not paid currently in cash. The difference between the Total Rate and PIK Rate represents the cash rate as of September 30, 2024.

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

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

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

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

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

(25)A majority of the variable rate loans in the Company’s Investment Portfolio (defined below) bear interest at a rate that may be determined by reference to either SOFR (“SF”) or an alternate base rate (commonly based on the Federal Funds Rate or the Prime rate (“P”)), which typically resets every one, three, or six months at the borrower’s option. SOFR based contracts may include a credit spread adjustment (the “Adjustment”) that is charged in addition to the stated spread. The Adjustment is applied when the SOFR rate, plus the Adjustment, exceeds the stated floor rate, as applicable. As of September 30, 2024, SOFR based contracts in the portfolio had Adjustments ranging from 0.10% to 0.43%.

(26)Each new draw or funding on the facility has a different floating rate reset date. The rate presented represents a weighted-average rate for borrowings under the facility, as of September 30, 2024.

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

(28)RLOC facility permits the borrower to make an interest rate election regarding the base rate on each draw under the facility. The rate presented represents a weighted-average rate for borrowings under the facility, as of September 30, 2024.

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

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

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

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MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

September 30, 2024

(dollars in thousands)

(Unaudited)

(32)RLOC facility permits the borrower to make an interest rate election regarding the base rate on each draw under the facility. As of September 30, 2024, the facility had contracts running under the terms SF+7.00% (Floor 1.00%) and P+6.00% (Floor 2.00%). The rate presented represents a weighted-average rate for borrowings under the facility, as of September 30, 2024.

(33)The Company has entered into an intercreditor agreement that entitles the Company to the “last out” tranche of the first lien secured loans, whereby the “first out” tranche will receive priority as to the “last out” tranche with respect to payments of principal, interest, and any other amounts due thereunder. Therefore, the Company receives a higher interest rate than the contractual stated interest rate of 11.75% per the credit agreement and the Consolidated Schedule of Investments above reflects such higher rate.

(34)Effective yield as of September 30, 2024 was approximately 4.58% on the Fidelity Government Portfolio Fund Class III.

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MSC INCOME FUND, INC.

Consolidated Schedule of Investments

December 31, 2023

(dollars in thousands)

Portfolio Company (1) (20)						Business Description			Type of Investment (2) (3) (15)						Investment Date (22)			Shares/Units			Total Rate			Reference Rate and Spread (25)						PIK Rate (19)			Maturity Date			Principal (4)			Cost (4)			Fair Value (18)
Control Investments (5)
Copper Trail Fund Investments			(12) (13)			Investment Partnership
									LP Interests (CTMH, LP)			(8) (24)			7/17/2017			38.8%																					$	693		$	568
GRT Rubber Technologies LLC						Manufacturer of Engineered Rubber Products
									Secured Debt						12/21/2018						11.48%			SF+			6.00%						10/29/2026			1,182			1,173			1,182
									Secured Debt						12/19/2014						13.48%			SF+			8.00%						10/29/2026			19,944			19,803			19,944
									Member Units						12/19/2014			2,896																					6,435			21,890
																																							27,411			43,016
Harris Preston Fund Investments			(12) (13)			Investment Partnership
									LP Interests (2717 MH, L.P.)			(8) (24)			10/1/2017			49.3%																					3,345			6,050
Volusion, LLC						Provider of Online Software-as-a-Service eCommerce Solutions
									Secured Debt						3/31/2023						10.00%												3/31/2025			900			900			900
									Preferred Member Units						3/31/2023			2,184,683																					3,706			3,110
									Preferred Member Units						3/31/2023			61,077																					—			—
									Preferred Member Units						1/26/2015			2,090,001																					6,000			—
									Common Stock						3/31/2023			772,620																					1,104			—
																																							11,710			4,010
Subtotal Control Investments (8.6% of net assets at fair value)																																							$	43,159		$	53,644
Affiliate Investments (6)
Analytical Systems Keco Holdings, LLC						Manufacturer of Liquid and Gas Analyzers
									Secured Debt			(9)			8/16/2019						15.38%			SF+			10.00%						8/16/2024			$	55		$	54		$	54
									Secured Debt			(9)			8/16/2019						15.38%			SF+			10.00%						8/16/2024			1,031			1,020			1,020
									Preferred Member Units						5/20/2021			607																					607			1,210
									Preferred Member Units						8/16/2019			800			14.13%																		800			—
									Warrants			(27)			8/16/2019			105															8/16/2029						79			—
																																							2,560			2,284
Barfly Ventures, LLC			(10)			Casual Restaurant Group
									Member Units						10/26/2020			12																					528			1,380
Batjer TopCo, LLC						HVAC Mechanical Contractor
									Secured Debt			(37)			3/7/2022																		3/7/2027			—			(1)			—
									Secured Debt						3/7/2022						10.00%												3/7/2027			30			30			30
									Secured Debt						3/7/2022						10.00%												3/7/2027			1,175			1,160			1,175
									Preferred Stock			(8)			3/7/2022			453																					455			680
																																							1,644			1,885
Brewer Crane Holdings, LLC						Provider of Crane Rental and Operating Services
									Secured Debt			(9)			1/9/2018						15.46%			L+			10.00%						1/9/2025			1,375			1,375			1,374
									Preferred Member Units			(8)			1/9/2018			737																					1,070			1,400
																																							2,445			2,774

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MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

December 31, 2023

(dollars in thousands)

Portfolio Company (1) (20)						Business Description			Type of Investment (2) (3) (15)						Investment Date (22)			Shares/Units			Total Rate			Reference Rate and Spread (25)						PIK Rate (19)			Maturity Date			Principal (4)			Cost (4)			Fair Value (18)
Centre Technologies Holdings, LLC						Provider of IT Hardware Services and Software Solutions
									Secured Debt			(9) (37)			1/4/2019									SF+			9.00%						1/4/2026			—			—			—
									Secured Debt			(9)			1/4/2019						14.48%			SF+			9.00%						1/4/2026			4,394			4,364			4,394
									Preferred Member Units						1/4/2019			3,327																					1,531			2,760
																																							5,895			7,154
Chamberlin Holding LLC						Roofing and Waterproofing Specialty Contractor
									Secured Debt			(9) (37)			2/26/2018									SF+			6.00%						2/26/2026			—			(49)			—
									Secured Debt			(9)			2/26/2018						13.49%			SF+			8.00%						2/26/2026			3,905			3,903			3,905
									Member Units			(8)			2/26/2018			1,087																					2,860			7,330
									Member Units			(8) (23)			11/2/2018			261,786																					443			715
																																							7,157			11,950
Charps, LLC						Pipeline Maintenance and Construction
									Preferred Member Units			(8)			2/3/2017			457																					491			3,920
Clad-Rex Steel, LLC						Specialty Manufacturer of Vinyl-Clad Metal
									Secured Debt						12/20/2016						11.50%												1/15/2024			2,140			2,140			2,103
									Secured Debt						12/20/2016						10.00%												12/20/2036			253			251			251
									Member Units			(8)			12/20/2016			179																					1,820			1,300
									Member Units			(23)			12/20/2016			200																					127			282
																																							4,338			3,936
Cody Pools, Inc.						Designer of Residential and Commercial Pools
									Secured Debt			(37)			3/6/2020																		12/17/2026			—			(2)			—
									Secured Debt						3/6/2020						12.50%												12/17/2026			7,111			7,089			7,111
									Preferred Member Units			(8) (23)			3/6/2020			147																					2,079			18,120
																																							9,166			25,231
Colonial Electric Company LLC						Provider of Electrical Contracting Services
									Secured Debt			(37)			3/31/2021																		3/31/2026			—			—			—
									Secured Debt						3/31/2021						12.00%												3/31/2026			5,513			5,448			5,407
									Preferred Member Units						6/27/2023			240																					240			600
									Preferred Member Units						3/31/2021			4,320																					1,920			1,920
																																							7,608			7,927
Compass Systems & Sales, LLC						Designer of End-to-End Material Handling Solutions
									Secured Debt			(37)			11/22/2023																		11/22/2028			—			—			—
									Secured Debt						11/22/2023						13.50%												11/22/2028			4,300			4,175			4,175
									Preferred Equity						11/22/2023			1,863																					1,863			1,863
																																							6,038			6,038
Datacom, LLC						Technology and Telecommunications Provider
									Secured Debt						3/1/2022						7.50%												12/31/2025			50			49			49
									Secured Debt						3/31/2021						10.00%												12/31/2025			928			887			844
									Preferred Member Units						3/31/2021			1,000																					290			10
																																							1,226			903
Digital Products Holdings LLC						Designer and Distributor of Consumer Electronics

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MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

December 31, 2023

(dollars in thousands)

Portfolio Company (1) (20)						Business Description			Type of Investment (2) (3) (15)						Investment Date (22)			Shares/Units			Total Rate			Reference Rate and Spread (25)						PIK Rate (19)			Maturity Date			Principal (4)			Cost (4)			Fair Value (18)
									Secured Debt			(9)			4/1/2018						15.38%			SF+			10.00%						4/27/2026			3,718			3,689			3,673
									Preferred Member Units			(8)			4/1/2018			964																					2,375			2,459
																																							6,064			6,132
Direct Marketing Solutions, Inc.						Provider of Omni-Channel Direct Marketing Services
									Secured Debt						2/13/2018						14.00%												2/13/2026			217			213			217
									Secured Debt						12/27/2022						14.00%												2/13/2026			5,002			4,974			5,002
									Preferred Stock			(8)			2/13/2018			2,100																					2,100			5,180
																																							7,287			10,399
Flame King Holdings, LLC						Propane Tank and Accessories Distributor
									Preferred Equity			(8)			10/29/2021			2,340																					2,600			6,970
Freeport Financial Funds			(12) (13)			Investment Partnership
									LP Interests (Freeport First Lien Loan Fund III LP)			(8) (24)			7/31/2015			6.0%																					4,160			3,705
Gamber-Johnson Holdings, LLC						Manufacturer of Ruggedized Computer Mounting Systems
									Secured Debt			(9) (36) (37)			6/24/2016									SF+			7.50%						1/1/2028			—			—			—
									Secured Debt			(9) (36)			12/15/2022						10.50%			SF+			7.50%						1/1/2028			13,520			13,336			13,520
									Member Units			(8)			6/24/2016			2,261																					4,423			24,180
																																							17,759			37,700
GFG Group, LLC						Grower and Distributor of a Variety of Plants and Products to Other Wholesalers, Retailers and Garden Centers
									Secured Debt						3/31/2021						8.00%												3/31/2026			2,336			2,304			2,336
									Preferred Member Units			(8)			3/31/2021			56																					1,225			2,870
																																							3,529			5,206
Gulf Publishing Holdings, LLC						Energy Industry Focused Media and Publishing
									Secured Debt			(9) (37)			9/29/2017									SF+			9.50%						7/1/2027			—			—			—
									Secured Debt						7/1/2022						12.50%												7/1/2027			600			600			571
									Preferred Equity						7/1/2022			15,930																					1,400			620
									Member Units						4/29/2016			920																					920			—
																																							2,920			1,191
Harris Preston Fund Investments			(12) (13)			Investment Partnership
									LP Interests (HPEP 3, L.P.)			(24)			8/9/2017			8.2%																					2,296			4,225
IG Investor, LLC						Military and Other Tactical Gear
									Secured Debt			(37)			6/21/2023																		6/21/2028			—			(27)			(27)
									Secured Debt						6/21/2023						13.00%												6/21/2028			9,316			9,069			9,069
									Common Equity						6/21/2023			3,600																					3,600			3,600
																																							12,642			12,642
Independent Pet Partners Intermediate Holdings, LLC			(10)			Omnichannel Retailer of Specialty Pet Products
									Common Equity						4/7/2023			6,436,566																					6,540			6,320

31

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MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

December 31, 2023

(dollars in thousands)

Portfolio Company (1) (20)						Business Description			Type of Investment (2) (3) (15)						Investment Date (22)			Shares/Units			Total Rate			Reference Rate and Spread (25)						PIK Rate (19)			Maturity Date			Principal (4)			Cost (4)			Fair Value (18)
Integral Energy Services			(10)			Nuclear Power Staffing Services
									Secured Debt			(9)			8/20/2021						13.16%			SF+			7.50%						8/20/2026			16,925			16,737			16,232
									Preferred Equity						12/7/2023			3,725			10.00%									10.00%									265			350
									Common Stock						8/20/2021			11,647																					1,584			190
																																							18,586			16,772
Kickhaefer Manufacturing Company, LLC						Precision Metal Parts Manufacturing
									Secured Debt						10/31/2018						12.00%												10/31/2026			4,950			4,933			4,933
									Secured Debt						10/31/2018						9.00%												10/31/2048			960			951			951
									Preferred Equity						10/31/2018			145																					3,060			2,420
									Member Units			(23)			10/31/2018			200																					248			683
																																							9,192			8,987
MH Corbin Holding LLC						Manufacturer and Distributor of Traffic Safety Products
									Secured Debt			(17)			8/31/2015						13.00%												12/31/2022			1,350			1,350			1,256
									Preferred Member Units						3/15/2019			16,500																					1,100			80
									Preferred Member Units						9/1/2015			1,000																					1,500			—
																																							3,950			1,336
Mystic Logistics Holdings, LLC						Logistics and Distribution Services Provider for Large Volume Mailers
									Secured Debt			(37)			8/18/2014																		1/31/2024			—			—			—
									Secured Debt						8/18/2014						10.00%												1/31/2024			1,436			1,436			1,436
									Common Stock			(8)			8/18/2014			1,468																					680			6,598
																																							2,116			8,034
NexRev LLC						Provider of Energy Efficiency Products & Services
									Secured Debt			(37)			2/28/2018																		2/28/2025			—			—			—
									Secured Debt						2/28/2018						10.00%												2/28/2025			2,453			2,435			2,435
									Preferred Member Units			(8)			2/28/2018			25,786,046																					2,053			1,590
																																							4,488			4,025
NuStep, LLC						Designer, Manufacturer and Distributor of Fitness Equipment
									Secured Debt			(9)			1/31/2017						11.98%			SF+			6.50%						1/31/2025			900			899			899
									Secured Debt						1/31/2017						12.00%												1/31/2025			4,610			4,606			4,606
									Preferred Member Units						11/2/2022			515																					515			1,290
									Preferred Member Units						1/31/2017			102																					2,550			2,310
																																							8,570			9,105
Oneliance, LLC						Construction Cleaning Company
									Secured Debt			(9)			8/6/2021						16.48%			SF+			11.00%						8/6/2026			1,360			1,346			1,339
									Preferred Stock						8/6/2021			282																					282			282
																																							1,628			1,621
Orttech Holdings, LLC						Distributor of Industrial Clutches, Brakes and Other Components
									Secured Debt			(9) (37)			7/30/2021									SF+			11.00%						7/31/2026			—			(2)			—
									Secured Debt			(9)			7/30/2021						16.48%			SF+			11.00%						7/31/2026			5,510			5,452			5,510
									Preferred Stock			(8) (23)			7/30/2021			2,500																					2,500			4,260
																																							7,950			9,770

32

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

December 31, 2023

(dollars in thousands)

Portfolio Company (1) (20)						Business Description			Type of Investment (2) (3) (15)						Investment Date (22)			Shares/Units			Total Rate			Reference Rate and Spread (25)						PIK Rate (19)			Maturity Date			Principal (4)			Cost (4)			Fair Value (18)
Pinnacle TopCo, LLC						Manufacturer and Distributor of Garbage Can Liners, Poly Bags, Produce Bags, and Other Similar Products
									Secured Debt						12/21/2023						8.00%												12/31/2028			115			105			105
									Secured Debt						12/21/2023						13.00%												12/31/2028			7,660			7,472			7,472
									Preferred Equity						12/21/2023			110																					3,135			3,135
																																							10,712			10,712
Robbins Bros. Jewelry, Inc.						Bridal Jewelry Retailer
									Secured Debt			(37)			12/15/2021																		12/15/2026			—			(6)			(6)
									Secured Debt						12/15/2021						12.50%												12/15/2026			3,790			3,745			3,421
									Preferred Equity						12/15/2021			1,230																					1,230			—
																																							4,969			3,415
SI East, LLC						Rigid Industrial Packaging Manufacturing
									Secured Debt						8/31/2018						11.25%												6/16/2028			375			370			375
									Secured Debt						6/16/2023						12.47%												6/16/2028			18,179			18,019			18,179
									Preferred Member Units			(8)			8/31/2018			55																					508			6,390
																																							18,897			24,944
Student Resource Center, LLC			(10)			Higher Education Services
									Secured Debt			(14)			12/31/2022						8.50%									8.50%			12/31/2027			5,918			5,426			3,543
									Preferred Equity						12/31/2022			6,564,055																					—			—
																																							5,426			3,543
Tedder Industries, LLC						Manufacturer of Firearm Holsters and Accessories
									Secured Debt			(17)			8/31/2018						12.00%												8/31/2023			460			460			432
									Secured Debt			(17)			8/31/2018						12.00%												8/31/2023			3,800			3,800			3,565
									Preferred Member Units						8/28/2023			1,651																					165			—
									Preferred Member Units						2/1/2023			1,411																					141			—
									Preferred Member Units						8/31/2018			136																					2,311			—
																																							6,877			3,997
Trantech Radiator Topco, LLC						Transformer Cooling Products and Services
									Secured Debt			(37)			5/31/2019																		5/31/2024			—			(1)			—
									Secured Debt						5/31/2019						12.00%												5/31/2024			1,980			1,975			1,980
									Common Stock			(8)			5/31/2019			154																					1,164			3,180
																																							3,138			5,160
VVS Holdco LLC						Omnichannel Retailer of Animal Health Products
									Secured Debt			(9) (17) (37)			12/1/2021									SF+			6.00%						12/1/2023			—			—			—
									Secured Debt						12/1/2021						11.50%												12/1/2026			7,050			6,926			6,926
									Preferred Equity			(8) (23)			12/1/2021			3,060																					3,060			3,060
																																							9,986			9,986
Subtotal Affiliate Investments (46.8% of net assets at fair value)																																							$	231,378		$	291,279
Non-Control/Non-Affiliate Investments (7)
AAC Holdings, Inc.			(11)			Substance Abuse Treatment Service Provider
									Secured Debt						1/31/2023						18.00%									18.00%			6/25/2025			$	151		$	149		$	149
									Secured Debt						12/11/2020						18.00%									18.00%			6/25/2025			5,014			4,888			4,958
									Common Stock						12/11/2020			593,927																					3,148			—

33

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

December 31, 2023

(dollars in thousands)

Portfolio Company (1) (20)						Business Description			Type of Investment (2) (3) (15)						Investment Date (22)			Shares/Units			Total Rate			Reference Rate and Spread (25)						PIK Rate (19)			Maturity Date			Principal (4)			Cost (4)			Fair Value (18)
									Warrants			(27)			12/11/2020			197,717															12/11/2025						—			—
																																							8,185			5,107
AB Centers Acquisition Corporation			(10)			Applied Behavior Analysis Therapy Provider
									Secured Debt			(9) (37)			9/6/2022									P+			5.00%						9/6/2028			—			(20)			—
									Secured Debt			(9)			9/6/2022						11.43%			SF+			6.00%						9/6/2028			1,081			1,066			1,081
									Secured Debt			(9)			9/6/2022						11.43%			SF+			6.00%						9/6/2028			2,304			2,219			2,304
									Secured Debt			(9)			6/21/2023						11.43%			SF+			6.00%						9/6/2028			772			743			772
																																							4,008			4,157
Acumera, Inc.			(10)			Managed Security Service Provider
									Secured Debt			(9) (37)			6/7/2023									SF+			7.50%						6/7/2028			—			(8)			(8)
									Secured Debt			(9)			6/7/2023						12.98%			SF+			7.50%						6/7/2028			11,922			11,825			11,922
									Warrants			(40)			6/7/2023			14,953															5/19/2028						—			90
																																							11,817			12,004
Adams Publishing Group, LLC			(10)			Local Newspaper Operator
									Secured Debt			(9) (36)			3/11/2022						11.00%			SF+			7.00%			1.00%			3/11/2027			936			936			917
									Secured Debt			(9) (36)			3/11/2022						11.00%			SF+			7.00%			1.00%			3/11/2027			2,531			2,527			2,481
																																							3,463			3,398
ADS Tactical, Inc.			(11)			Value-Added Logistics and Supply Chain Provider to the Defense Industry
									Secured Debt			(9)			3/29/2021						11.22%			SF+			5.75%						3/19/2026			4,250			4,210			4,214
AMEREQUIP LLC			(10)			Full Services Provider Including Design, Engineering and Manufacturing of Commercial and Agricultural Equipment
									Secured Debt			(9) (37)			8/31/2022									SF+			7.40%						8/31/2027			—			—			—
									Secured Debt			(9)			8/31/2022						12.76%			SF+			7.40%						8/31/2027			1,538			1,538			1,538
									Common Stock			(8)			8/31/2022			11																					83			100
																																							1,621			1,638
American Health Staffing Group, Inc.			(10)			Healthcare Temporary Staffing
									Secured Debt			(9) (37)			11/19/2021									P+			5.00%						11/19/2026			—			(10)			(10)
									Secured Debt			(9)			11/19/2021						13.50%			P+			5.00%						11/19/2026			8,188			8,140			8,188
																																							8,130			8,178
American Nuts, LLC			(10)			Roaster, Mixer and Packager of Bulk Nuts and Seeds
									Secured Debt			(9)			3/11/2022						15.29%			SF+			9.75%			15.29%			4/10/2026			4,833			4,812			4,102
									Secured Debt			(9)			3/11/2022						15.29%			SF+			9.75%			15.29%			4/10/2026			—			—			—
									Secured Debt			(9) (14)			3/11/2022						17.29%			SF+			11.75%			17.29%			4/10/2026			4,270			4,244			2,522
									Secured Debt			(9) (14)			3/11/2022						17.29%			SF+			11.75%			17.29%			4/10/2026			—			—			—
																																							9,056			6,624
American Teleconferencing Services, Ltd.			(11)			Provider of Audio Conferencing and Video Collaboration Solutions
									Secured Debt			(14) (17)			9/17/2021																		4/7/2023			2,425			2,375			109
									Secured Debt			(14) (17)			5/19/2016																		6/8/2023			11,693			11,451			526
																																							13,826			635
ArborWorks, LLC			(10)			Vegetation Management Services
									Secured Debt						11/6/2023						15.00%									15.00%			11/6/2028			1,007			1,007			1,007
									Secured Debt			(9)			11/6/2023						12.04%			SF+			6.50%			12.04%			11/6/2028			3,765			3,765			3,765
									Preferred Equity						11/6/2023			17,265																					7,468			7,468

34

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

December 31, 2023

(dollars in thousands)

Portfolio Company (1) (20)						Business Description			Type of Investment (2) (3) (15)						Investment Date (22)			Shares/Units			Total Rate			Reference Rate and Spread (25)						PIK Rate (19)			Maturity Date			Principal (4)			Cost (4)			Fair Value (18)
									Preferred Equity						11/6/2023			17,265																					—			—
									Common Equity						11/9/2021			2,070																					124			—
																																							12,364			12,240
Archer Systems, LLC			(10)			Mass Tort Settlement Administration Solutions Provider
									Common Stock						8/11/2022			62,402																					62			100
ATS Operating, LLC			(10)			For-Profit Thrift Retailer
									Secured Debt			(9)			1/18/2022						12.16%			SF+			6.50%						1/18/2027			50			50			50
									Secured Debt			(9)			1/18/2022						11.16%			SF+			5.50%						1/18/2027			925			911			925
									Secured Debt			(9)			1/18/2022						13.16%			SF+			7.50%						1/18/2027			925			911			925
									Common Stock						1/18/2022			100,000																					100			90
																																							1,972			1,990
AVEX Aviation Holdings, LLC			(10)			Specialty Aircraft Dealer & MRO Provider
									Secured Debt			(9) (37)			12/23/2022									SF+			7.25%						12/23/2027			—			(17)			(5)
									Secured Debt			(9)			12/23/2022						12.76%			SF+			7.25%						12/23/2027			3,417			3,321			3,344
									Common Equity			(8)			12/15/2021			137																					134			124
																																							3,438			3,463
Berry Aviation, Inc.			(10)			Charter Airline Services
									Preferred Member Units			(23)			11/12/2019			122,416																					—			200
									Preferred Member Units			(8) (23)			7/6/2018			1,548,387																					—			2,560
																																							—			2,760
Bettercloud, Inc.			(10)			SaaS Provider of Workflow Management and Business Application Solutions
									Secured Debt			(9) (37)			6/30/2022									SF+			7.25%						6/30/2028			—			(18)			(18)
									Secured Debt			(9)			6/30/2022						12.64%			SF+			7.25%			6.25%			6/30/2028			8,535			8,419			7,998
																																							8,401			7,980
Binswanger Enterprises, LLC			(10)			Glass Repair and Installation Service Provider
									Member Units						3/10/2017			1,050,000																					1,050			120
Bluestem Brands, Inc.			(11)			Multi-Channel Retailer of General Merchandise
									Secured Debt			(9)			10/19/2022						16.00%			P+			7.50%			15.00%			8/28/2025			2,035			2,035			1,907
									Secured Debt			(9)			8/28/2020						13.96%			SF+			8.50%			12.96%			8/28/2025			3,941			3,305			3,695
									Common Stock						10/1/2020			700,446																					—			533
									Warrants			(27)			10/19/2022			175,110															10/19/2032						1,111			129
																																							6,451			6,264
Boccella Precast Products LLC						Manufacturer of Precast Hollow Core Concrete
									Secured Debt						9/23/2021						10.00%												2/28/2027			80			80			80
									Member Units						6/30/2017			540,000																					564			498
																																							644			578
Bond Brand Loyalty ULC			(10) (13) (21)			Provider of Loyalty Marketing Services
									Secured Debt			(9) (37)			5/1/2023									SF+			7.00%						5/1/2028			—			(16)			(16)
									Secured Debt			(9)			5/1/2023						11.54%			SF+			6.00%						5/1/2028			4,040			3,970			4,040
									Secured Debt			(9)			5/1/2023						13.54%			SF+			8.00%						5/1/2028			4,040			3,970			4,040

35

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

December 31, 2023

(dollars in thousands)

Portfolio Company (1) (20)						Business Description			Type of Investment (2) (3) (15)						Investment Date (22)			Shares/Units			Total Rate			Reference Rate and Spread (25)						PIK Rate (19)			Maturity Date			Principal (4)			Cost (4)			Fair Value (18)
									Preferred Equity						5/1/2023			360																					360			310
									Common Equity						5/1/2023			360																					—			—
																																							8,284			8,374
Brightwood Capital Fund Investments			(12) (13)			Investment Partnership
									LP Interests (Brightwood Capital Fund III, LP)			(24)			7/21/2014			0.5%																					2,270			1,360
									LP Interests (Brightwood Capital Fund IV, LP)			(8) (24)			10/26/2016			1.2%																					8,737			8,716
																																							11,007			10,076
Buca C, LLC						Casual Restaurant Group
									Secured Debt			(17)			6/30/2015						12.00%												8/31/2023			11,490			11,490			8,218
									Preferred Member Units						6/30/2015			4			6.00%									6.00%									3,040			—
																																							14,530			8,218
Burning Glass Intermediate Holding Company, Inc.			(10)			Provider of Skills-Based Labor Market Analytics
									Secured Debt			(9)			6/14/2021						10.46%			SF+			5.00%						6/10/2026			310			296			310
									Secured Debt			(9)			6/14/2021						10.46%			SF+			5.00%						6/10/2028			13,121			12,970			13,121
																																							13,266			13,431
CAI Software LLC						Provider of Specialized Enterprise Resource Planning Software
									Preferred Equity						12/13/2021			379,338																					379			379
									Preferred Equity						12/13/2021			126,446																					—			—
																																							379			379
Career Team Holdings, LLC						Provider of Workforce Training and Career Development Services
									Secured Debt			(9)			12/17/2021						11.38%			SF+			6.00%						12/17/2026			100			96			96
									Secured Debt						12/17/2021						13.00%												12/17/2026			2,225			2,185			2,185
									Common Stock						12/17/2021			50,000																					500			500
																																							2,781			2,781
CaseWorthy, Inc.			(10)			SaaS Provider of Case Management Solutions
									Secured Debt			(9) (37)			5/18/2022									SF+			6.00%						5/18/2027			—			(3)			(3)
									Secured Debt			(9)			5/18/2022						11.61%			SF+			6.00%						5/18/2027			2,581			2,561			2,581
									Secured Debt			(9)			5/18/2022						11.61%			SF+			6.00%						5/18/2027			1,985			1,971			1,985
									Common Equity						12/30/2022			80,000																					80			80
																																							4,609			4,643
Channel Partners Intermediateco, LLC			(10)			Outsourced Consumer Services Provider
									Secured Debt			(9) (44)			2/7/2022						12.60%			SF+			7.00%						2/7/2027			190			175			183
									Secured Debt			(9)			2/7/2022						12.66%			SF+			7.00%						2/7/2027			3,360			3,317			3,224
									Secured Debt			(9)			6/24/2022						12.66%			SF+			7.00%						2/7/2027			186			184			179
									Secured Debt			(9)			3/27/2023						12.66%			SF+			7.00%						2/7/2027			450			440			432
																																							4,116			4,018
Clarius BIGS, LLC			(10)			Prints & Advertising Film Financing
									Secured Debt			(14) (17)			9/23/2014																		1/5/2015			2,694			2,350			16
Classic H&G Holdings, LLC						Provider of Engineered Packaging Solutions
									Secured Debt			(9)			3/12/2020						11.69%			SF+			6.00%						3/12/2025			1,140			1,133			1,140
									Secured Debt						3/12/2020						8.00%												3/12/2025			4,819			4,781			4,819

36

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

December 31, 2023

(dollars in thousands)

Portfolio Company (1) (20)						Business Description			Type of Investment (2) (3) (15)						Investment Date (22)			Shares/Units			Total Rate			Reference Rate and Spread (25)						PIK Rate (19)			Maturity Date			Principal (4)			Cost (4)			Fair Value (18)
									Preferred Member Units			(8)			3/12/2020			39																					1,440			4,000
																																							7,354			9,959
Computer Data Source, LLC			(10)			Third Party Maintenance Provider to the Data Center Ecosystem
									Secured Debt			(9) (30)			8/6/2021						13.52%			SF+			8.00%						8/6/2026			4,167			4,123			4,040
									Secured Debt			(9)			8/6/2021						13.52%			SF+			8.00%						8/6/2026			15,260			15,098			14,797
																																							19,221			18,837
Construction Supply Investments, LLC			(10)			Distribution Platform of Specialty Construction Materials to Professional Concrete and Masonry Contractors
									Member Units						12/29/2016			861,618																					3,335			23,135
CQ Fluency, LLC			(10)			Global Language Services Provider
									Secured Debt			(9) (37)			12/27/2023									SF+			7.00%						6/27/2027			—			(44)			(44)
									Secured Debt			(9) (37)			12/27/2023									SF+			7.00%						6/27/2027			—			(44)			(44)
									Secured Debt			(9)			12/27/2023						12.45%			SF+			7.00%						6/27/2027			7,500			7,280			7,280
																																							7,192			7,192
Dalton US Inc.			(10)			Provider of Supplemental Labor Services
									Common Stock						8/16/2022			37																					52			60
DMA Industries, LLC						Distributor of Aftermarket Ride Control Products
									Secured Debt						11/19/2021						12.00%												11/19/2026			4,700			4,642			4,700
									Preferred Equity						11/19/2021			1,486																					1,486			1,920
																																							6,128			6,620
DTE Enterprises, LLC			(10)			Industrial Powertrain Repair and Services
									Class AA Preferred Member Units (non-voting)			(8)			4/13/2018						10.00%									10.00%									1,284			1,283
									Class A Preferred Member Units						4/13/2018			776,316			8.00%									8.00%									776			260
																																							2,060			1,543
Dynamic Communities, LLC			(10)			Developer of Business Events and Online Community Groups
									Secured Debt			(9)			12/20/2022						10.45%			SF+			5.00%			10.45%			12/31/2026			2,070			1,912			1,912
									Secured Debt			(9)			12/20/2022						12.45%			SF+			7.00%			12.45%			12/31/2026			2,113			1,879			1,859
									Preferred Equity						12/20/2022			125,000																					128			60
									Preferred Equity						12/20/2022			2,376,241																					—			—
									Common Equity						12/20/2022			1,250,000																					—			—
																																							3,919			3,831
Elgin AcquireCo, LLC						Manufacturer and Distributor of Engine and Chassis Components
									Secured Debt			(9) (37)			10/3/2022									SF+			6.00%						10/3/2027			—			—			—
									Secured Debt						10/3/2022						12.00%												10/3/2027			1,227			1,200			1,200
									Secured Debt						10/3/2022						9.00%												10/3/2052			412			409			409
									Common Stock						10/3/2022			19																					374			390
									Common Stock			(23)			10/3/2022			61																					102			109
																																							2,085			2,108
Emerald Technologies Acquisition Co, Inc.			(11)			Design & Manufacturing

37

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

December 31, 2023

(dollars in thousands)

Portfolio Company (1) (20)						Business Description			Type of Investment (2) (3) (15)						Investment Date (22)			Shares/Units			Total Rate			Reference Rate and Spread (25)						PIK Rate (19)			Maturity Date			Principal (4)			Cost (4)			Fair Value (18)
									Secured Debt			(9)			2/10/2022						11.79%			SF+			6.25%						12/29/2027			2,391			2,357			2,175
Engineering Research & Consulting, LLC			(10)			Provider of Engineering & Consulting Services to US Department of Defense
									Secured Debt			(9) (37)			5/23/2022									P+			5.50%						5/23/2027			—			(11)			—
									Secured Debt			(9)			5/23/2022						11.98%			SF+			6.50%						5/23/2028			5,095			5,023			5,095
																																							5,012			5,095
Escalent, Inc.			(10)			Market Research and Consulting Firm
									Secured Debt			(9) (37)			4/7/2023									SF+			8.00%						4/7/2029			—			(9)			(9)
									Secured Debt			(9)			4/7/2023						13.45%			SF+			8.00%						4/7/2029			6,924			6,742			6,924
									Common Equity						4/7/2023			170,998																					174			190
																																							6,907			7,105
Event Holdco, LLC			(10)			Event and Learning Management Software for Healthcare Organizations and Systems
									Secured Debt			(9)			12/22/2021						12.61%			SF+			7.00%						12/22/2026			308			306			302
									Secured Debt			(9)			12/22/2021						12.61%			SF+			7.00%						12/22/2026			3,681			3,659			3,614
																																							3,965			3,916
Garyline, LLC			(10)			Manufacturer of Consumer Plastic Products
									Secured Debt			(9) (37)			11/10/2023									SF+			6.75%						11/10/2028			—			(76)			(76)
									Secured Debt			(9)			11/10/2023						12.22%			SF+			6.75%						11/10/2028			9,664			9,384			9,384
									Common Equity						11/10/2023			210,084																					210			210
																																							9,518			9,518
Hawk Ridge Systems, LLC						Value-Added Reseller of Engineering Design and Manufacturing Solutions
									Secured Debt			(9)			12/2/2016						11.65%			SF+			6.00%						1/15/2026			494			492			494
									Secured Debt						12/2/2016						12.50%												1/15/2026			9,744			9,697			9,744
									Preferred Member Units						12/2/2016			56																					713			4,370
									Preferred Member Units			(23)			12/2/2016			56																					38			230
																																							10,940			14,838
HDC/HW Intermediate Holdings			(10)			Managed Services and Hosting Provider
									Secured Debt			(9) (17)			12/21/2018						14.34%			SF+			9.50%			14.34%			12/21/2023			205			205			186
									Secured Debt			(9) (17)			12/21/2018						14.34%			SF+			9.50%			14.34%			12/21/2023			2,036			2,036			1,849
																																							2,241			2,035
HEADLANDS OP-CO LLC			(10)			Clinical Trial Sites Operator
									Secured Debt			(9) (37)			8/1/2022									SF+			6.50%						8/1/2027			—			(14)			(14)
									Secured Debt			(9)			8/1/2022						11.86%			SF+			6.50%						8/1/2027			1,995			1,962			1,995
									Secured Debt			(9)			8/1/2022						11.86%			SF+			6.50%						8/1/2027			4,925			4,854			4,925
																																							6,802			6,906
Hybrid Promotions, LLC			(10)			Wholesaler of Licensed, Branded and Private Label Apparel
									Secured Debt			(9)			6/30/2021						15.91%			SF+			8.25%			2.00%			6/30/2026			7,964			7,813			7,313
IG Parent Corporation			(11)			Software Engineering
									Secured Debt			(9) (37)			7/30/2021									SF+			5.75%						7/30/2026			—			(13)			—
									Secured Debt			(9)			7/30/2021						10.96%			SF+			5.50%						7/30/2028			6,266			6,200			6,266
									Secured Debt			(9)			7/30/2021						10.96%			SF+			5.50%						7/30/2028			1,942			1,921			1,942
																																							8,108			8,208

38

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

December 31, 2023

(dollars in thousands)

Portfolio Company (1) (20)						Business Description			Type of Investment (2) (3) (15)						Investment Date (22)			Shares/Units			Total Rate			Reference Rate and Spread (25)						PIK Rate (19)			Maturity Date			Principal (4)			Cost (4)			Fair Value (18)
Imaging Business Machines, L.L.C.			(10)			Technology Hardware & Equipment
									Secured Debt			(9) (29)			6/8/2023						12.41%			SF+			7.00%						6/30/2028			791			791			786
									Secured Debt			(9)			6/8/2023						12.45%			SF+			7.00%						6/30/2028			10,384			10,068			10,318
									Common Equity						6/8/2023			422																					580			550
																																							11,439			11,654
Implus Footcare, LLC			(10)			Provider of Footwear and Related Accessories
									Secured Debt			(9)			6/1/2017						14.25%			SF+			7.75%			1.00%			7/31/2024			17,012			17,010			15,816
Industrial Services Acquisition, LLC			(10)			Industrial Cleaning Services
									Secured Debt			(9) (32)			8/13/2021						12.22%			SF+			6.75%						8/13/2026			752			734			752
									Secured Debt			(9)			8/13/2021						12.22%			SF+			6.75%						8/13/2026			11,436			11,330			11,436
									Preferred Member Units			(8) (23)			1/31/2018			336			10.00%									10.00%									321			415
									Preferred Member Units			(8) (23)			5/17/2019			187			20.00%									20.00%									240			279
									Member Units			(23)			6/17/2016			2,100																					2,100			1,610
																																							14,725			14,492
Infinity X1 Holdings, LLC						Manufacturer and Supplier of Personal Lighting Products
									Secured Debt						3/31/2023						13.00%												3/31/2028			4,388			4,314			4,314
									Preferred Equity						3/31/2023			20,000																					1,000			1,000
																																							5,314			5,314
Infolinks Media Buyco, LLC			(10)			Exclusive Placement Provider to the Advertising Ecosystem
									Secured Debt			(9)			11/1/2021						11.21%			SF+			5.75%						11/1/2026			1,881			1,829			1,881
									Secured Debt			(9)			11/1/2021						11.21%			SF+			5.75%						11/1/2026			9,690			9,579			9,690
																																							11,408			11,571
Insight Borrower Corporation			(10)			Test, Inspection, and Certification Instrument Provider
									Secured Debt			(9) (37)			7/19/2023									SF+			6.25%						7/19/2028			—			(40)			(40)
									Secured Debt			(9) (37)			7/19/2023									SF+			6.25%						7/19/2029			—			(33)			(33)
									Secured Debt			(9)			7/19/2023						11.65%			SF+			6.25%						7/19/2029			8,373			8,143			8,287
									Common Equity						7/19/2023			47,847																					239			239
																																							8,309			8,453
Inspire Aesthetics Management, LLC			(10)			Surgical and Non-Surgical Plastic Surgery and Aesthetics Provider
									Secured Debt			(9) (31)			4/3/2023						13.53%			SF+			8.00%						4/3/2028			676			659			664
									Secured Debt			(9)			4/3/2023						13.55%			SF+			8.00%						4/3/2028			6,256			6,115			6,144
									Secured Debt			(9)			6/14/2023						13.55%			SF+			8.00%						4/3/2028			1,260			1,231			1,237
									Common Equity						4/3/2023			101,719																					322			190
																																							8,327			8,235
Interface Security Systems, L.L.C			(10)			Commercial Security & Alarm Services
									Secured Debt			(17) (28)			12/9/2021						15.48%			SF+			10.00%						8/7/2023			1,835			1,835			1,781
									Secured Debt			(9) (14) (17)			8/7/2019						12.46%			SF+			7.00%			12.46%			8/7/2023			7,334			7,254			433
									Common Stock						12/7/2021			2,143																					—			—
																																							9,089			2,214
Intermedia Holdings, Inc.			(11)			Unified Communications as a Service
									Secured Debt			(9)			8/3/2018						11.47%			SF+			6.00%						7/19/2025			5,544			5,539			5,370

39

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

December 31, 2023

(dollars in thousands)

Portfolio Company (1) (20)						Business Description			Type of Investment (2) (3) (15)						Investment Date (22)			Shares/Units			Total Rate			Reference Rate and Spread (25)						PIK Rate (19)			Maturity Date			Principal (4)			Cost (4)			Fair Value (18)
Invincible Boat Company, LLC.			(10)			Manufacturer of Sport Fishing Boats
									Secured Debt			(9)			8/28/2019						12.00%			SF+			6.50%						8/28/2025			519			516			509
									Secured Debt			(9)			8/28/2019						12.00%			SF+			6.50%						8/28/2025			16,812			16,751			16,515
																																							17,267			17,024
INW Manufacturing, LLC			(11)			Manufacturer of Nutrition and Wellness Products
									Secured Debt			(9)			5/19/2021						11.36%			SF+			5.75%						3/25/2027			6,656			6,537			5,325
Iron-Main Investments, LLC						Consumer Reporting Agency Providing Employment Background Checks and Drug Testing
									Secured Debt						8/2/2021						13.50%												1/31/2028			1,128			1,108			1,108
									Secured Debt						9/1/2021						13.50%												1/31/2028			735			722			722
									Secured Debt						11/15/2021						13.50%												1/31/2028			2,236			2,236			2,236
									Secured Debt						11/15/2021						13.50%												1/31/2028			4,906			4,815			4,815
									Secured Debt						1/31/2023						13.50%												1/31/2028			2,641			2,525			2,525
									Common Stock						8/3/2021			50,753																					689			670
																																							12,095			12,076
Isagenix International, LLC			(11)			Direct Marketer of Health & Wellness Products
									Secured Debt			(9)			4/13/2023						11.04%			SF+			5.50%			8.54%			4/14/2028			2,615			2,374			2,301
									Common Equity						4/13/2023			186,322																					—			—
																																							2,374			2,301
ITA Holdings Group, LLC						Air Ambulance Services
									Secured Debt			(9)			6/21/2023						16.59%			SF+			9.00%			2.00%			6/21/2027			207			201			201
									Secured Debt			(9)			6/21/2023						16.59%			SF+			9.00%			2.00%			6/21/2027			178			174			174
									Secured Debt			(9)			6/21/2023						15.59%			SF+			8.00%			2.00%			6/21/2027			1,084			842			842
									Secured Debt			(9)			6/21/2023						17.59%			SF+			10.00%			2.00%			6/21/2027			1,091			848			848
									Warrants			(27)			6/21/2023			48,327															6/21/2033						523			523
																																							2,588			2,588
Jackmont Hospitality, Inc.			(10)			Franchisee of Casual Dining Restaurants
									Secured Debt			(9) (26)			10/26/2022						12.46%			SF+			7.00%						11/4/2024			1,675			1,649			1,675
									Secured Debt			(9)			11/8/2021						12.46%			SF+			7.00%						11/4/2024			3,948			3,948			3,948
									Preferred Equity						11/8/2021			5,653,333																					216			2,190
																																							5,813			7,813
Joerns Healthcare, LLC			(11)			Manufacturer and Distributor of Health Care Equipment & Supplies
									Secured Debt			(9) (14)			11/15/2021						23.63%			SF+			18.00%			23.63%			1/31/2024			2,048			2,048			1,747
									Secured Debt			(9) (14)			8/21/2019						21.63%			SF+			16.00%			21.63%			8/21/2024			1,708			1,701			121
									Secured Debt			(9) (14)			8/21/2019						21.63%			SF+			16.00%			21.63%			8/21/2024			1,643			1,635			117
									Common Stock						8/21/2019			392,514																					3,678			—
																																							9,062			1,985
Johnson Downie Opco, LLC						Executive Search Services
									Secured Debt			(37)			12/10/2021																		12/10/2026			—			(4)			—
									Secured Debt						12/10/2021						15.00%												12/10/2026			2,690			2,645			2,690
									Preferred Equity						12/10/2021			368																					404			1,070

40

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

December 31, 2023

(dollars in thousands)

Portfolio Company (1) (20)						Business Description			Type of Investment (2) (3) (15)						Investment Date (22)			Shares/Units			Total Rate			Reference Rate and Spread (25)						PIK Rate (19)			Maturity Date			Principal (4)			Cost (4)			Fair Value (18)
																																							3,045			3,760
JorVet Holdings, LLC						Supplier and Distributor of Veterinary Equipment and Supplies
									Secured Debt						3/28/2022						12.00%												3/28/2027			2,850			2,814			2,814
									Preferred Equity			(8)			3/28/2022			11,934																					1,193			1,193
																																							4,007			4,007
JTI Electrical & Mechanical, LLC			(10)			Electrical, Mechanical and Automation Services
									Secured Debt			(9) (41)			12/22/2021						11.64%			SF+			6.00%						12/22/2026			261			253			261
									Secured Debt			(9)			12/22/2021						11.61%			SF+			6.00%						12/22/2026			3,000			2,963			3,000
									Common Equity						12/22/2021			140,351																					140			140
																																							3,356			3,401
KMS, LLC			(10)			Wholesaler of Closeout and Value-priced Products
									Secured Debt			(9)			10/4/2021						14.75%			SF+			9.25%						10/4/2026			1,292			1,235			1,180
									Secured Debt			(9)			10/4/2021						14.75%			SF+			9.25%						10/4/2026			9,310			9,205			8,475
																																							10,440			9,655
Lightbox Holdings, L.P.			(11)			Provider of Commercial Real Estate Software
									Secured Debt						5/9/2019						10.62%			SF+			5.00%						5/9/2026			5,765			5,736			5,592
LL Management, Inc.			(10)			Medical Transportation Service Provider
									Secured Debt			(9)			5/2/2019						12.71%			SF+			7.25%						9/25/2024			7,960			7,933			7,960
									Secured Debt			(9)			5/2/2019						12.71%			SF+			7.25%						9/25/2024			5,246			5,228			5,246
									Secured Debt			(9)			11/20/2020						12.71%			SF+			7.25%						9/25/2024			—			—			—
									Secured Debt			(9)			2/26/2021						12.71%			SF+			7.25%						9/25/2024			871			868			871
									Secured Debt			(9)			5/12/2022						12.71%			SF+			7.25%						9/25/2024			8,822			8,781			8,822
																																							22,810			22,899
LLFlex, LLC			(10)			Provider of Metal-Based Laminates
									Secured Debt			(9)			8/16/2021						15.54%			SF+			9.00%			1.00%			8/16/2026			4,920			4,861			4,417
Logix Acquisition Company, LLC			(10)			Competitive Local Exchange Carrier
									Secured Debt			(9)			1/8/2018						13.25%			P+			4.75%						12/22/2024			11,552			11,285			9,069
Mako Steel, LP			(10)			Self-Storage Design & Construction
									Secured Debt			(9) (37)			3/15/2021									SF+			6.75%						3/15/2026			—			(36)			—
									Secured Debt			(9)			3/15/2021						12.28%			SF+			6.75%						3/15/2026			16,721			16,568			16,721
																																							16,532			16,721
MB2 Dental Solutions, LLC			(11)			Dental Partnership Organization
									Secured Debt			(9)			1/28/2021						11.46%			SF+			6.00%						1/29/2027			2,803			2,771			2,803
									Secured Debt			(9)			1/28/2021						11.46%			SF+			6.00%						1/29/2027			3,925			3,880			3,925
									Secured Debt			(9)			1/28/2021						11.46%			SF+			6.00%						1/29/2027			3,464			3,424			3,464
									Secured Debt			(9)			1/28/2021						11.46%			SF+			6.00%						1/29/2027			7,796			7,725			7,796
																																							17,800			17,988
Metalforming Holdings, LLC						Distributor of Sheet Metal Folding and Metal Forming Equipment
									Secured Debt			(37)			10/19/2022																		10/19/2024			—			—			—

41

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

December 31, 2023

(dollars in thousands)

Portfolio Company (1) (20)						Business Description			Type of Investment (2) (3) (15)						Investment Date (22)			Shares/Units			Total Rate			Reference Rate and Spread (25)						PIK Rate (19)			Maturity Date			Principal (4)			Cost (4)			Fair Value (18)
									Secured Debt						10/19/2022						12.75%												10/19/2027			1,748			1,707			1,707
									Preferred Equity			(8)			10/19/2022			434,331			8.00%									8.00%									443			443
									Common Stock						10/19/2022			112,865																					113			110
																																							2,263			2,260
Microbe Formulas, LLC			(10)			Nutritional Supplements Provider
									Secured Debt			(9) (37)			4/4/2022									SF+			6.25%						4/3/2028			—			(6)			(6)
									Secured Debt			(9)			4/4/2022						11.46%			SF+			6.00%						4/3/2028			2,671			2,632			2,671
																																							2,626			2,665
Mills Fleet Farm Group, LLC			(10)			Omnichannel Retailer of Work, Farm and Lifestyle Merchandise
									Secured Debt			(9)			10/24/2018						12.52%			SF+			7.00%						12/31/2026			18,152			17,863			17,524
Mini Melts of America, LLC			(10)			Manufacturer and Distributor of Branded Premium Beaded Ice Cream
									Secured Debt			(9) (37)			11/30/2023									SF+			6.25%						11/30/2028			—			(28)			(28)
									Secured Debt			(9) (37)			11/30/2023									SF+			6.25%						11/30/2028			—			(10)			(10)
									Secured Debt			(9)			11/30/2023						10.64%			SF+			5.25%						11/30/2028			3,225			3,149			3,149
									Secured Debt			(9)			11/30/2023						12.64%			SF+			7.25%						11/30/2028			3,225			3,146			3,146
									Common Equity						11/30/2023			300,000																					300			300
																																							6,557			6,557
MonitorUS Holding, LLC			(10) (13) (21)			SaaS Provider of Media Intelligence Services
									Secured Debt						5/24/2022						14.00%									4.00%			5/24/2027			1,120			1,106			1,133
									Secured Debt						5/24/2022						14.00%									4.00%			5/24/2027			2,912			2,870			3,184
									Secured Debt						5/24/2022						14.00%									4.00%			5/24/2027			4,957			4,890			4,957
									Common Stock						8/30/2022			12,798,820																					256			197
																																							9,122			9,471
NinjaTrader, LLC			(10)			Operator of Futures Trading Platform
									Secured Debt			(9) (37)			12/18/2019									SF+			7.00%						12/18/2026			—			(4)			(3)
									Secured Debt			(9) (37)			12/18/2019									SF+			7.00%						12/18/2026			—			(12)			(12)
									Secured Debt			(9)			12/18/2019						12.54%			SF+			7.00%						12/18/2026			10,991			10,888			10,991
									Secured Debt			(9)			12/18/2023						12.52%			SF+			7.00%						12/18/2026			3,878			3,807			3,878
																																							14,679			14,854
Obra Capital, Inc. (f/k/a Vida Capital, Inc.)			(11)			Alternative Asset Manager
									Secured Debt						10/10/2019						11.47%			SF+			6.00%						10/1/2026			7,043			6,711			6,039
Paragon Healthcare, Inc.			(10)			Infusion Therapy Treatment Provider
									Secured Debt			(9) (37)			1/19/2022									SF+			5.75%						1/19/2027			—			(11)			—
									Secured Debt			(9) (43)			1/19/2022						11.24%			SF+			5.75%						1/19/2027			423			414			421
									Secured Debt			(9)			1/19/2022						11.25%			SF+			5.75%						1/19/2027			2,456			2,412			2,442
																																							2,815			2,863
Power System Solutions			(10)			Backup Power Generation
									Secured Debt			(9) (37)			6/7/2023									SF+			6.75%						6/7/2028			—			(35)			(35)
									Secured Debt			(9) (37)			6/7/2023									SF+			6.75%						6/7/2028			—			(35)			(35)
									Secured Debt			(9)			6/7/2023						12.12%			SF+			6.75%						6/7/2028			7,939			7,729			7,939

42

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

December 31, 2023

(dollars in thousands)

Portfolio Company (1) (20)						Business Description			Type of Investment (2) (3) (15)						Investment Date (22)			Shares/Units			Total Rate			Reference Rate and Spread (25)						PIK Rate (19)			Maturity Date			Principal (4)			Cost (4)			Fair Value (18)
									Common Equity						6/7/2023			532																					532			500
																																							8,191			8,369
PrimeFlight Aviation Services			(10)			Air Freight & Logistics
									Secured Debt			(9)			5/1/2023						12.28%			SF+			6.85%						5/1/2029			5,970			5,813			5,970
									Secured Debt			(9)			9/7/2023						12.20%			SF+			6.85%						5/1/2029			570			553			570
																																							6,366			6,540
PTL US Bidco, Inc			(10) (13) (21)			Manufacturers of Equipment, Including Drilling Rigs and Equipment, and Providers of Supplies and Services to Companies Involved in the Drilling, Evaluation and Completion of Oil and Gas Wells
									Secured Debt			(9) (45)			8/19/2022						12.80%			SF+			7.25%						8/19/2027			198			189			196
									Secured Debt			(9)			8/19/2022						12.88%			SF+			7.25%						8/19/2027			1,734			1,707			1,720
																																							1,896			1,916
Purge Rite, LLC			(10)			HVAC Flushing and Filtration Services
									Secured Debt			(9) (37)			10/2/2023									SF+			8.00%						10/2/2028			—			(19)			(19)
									Secured Debt			(9)			10/2/2023						13.70%			SF+			8.00%						10/2/2028			3,906			3,813			3,813
									Preferred Equity						10/2/2023			1,302,083																					1,302			1,302
																																							5,096			5,096
RA Outdoors LLC			(10)			Software Solutions Provider for Outdoor Activity Management
									Secured Debt			(9) (32)			4/8/2021						12.22%			SF+			6.75%						4/8/2026			796			789			745
									Secured Debt			(9)			4/8/2021						12.21%			SF+			6.75%						4/8/2026			12,917			12,829			12,089
																																							13,618			12,834
Research Now Group, Inc. and Survey Sampling International, LLC			(11)			Provider of Outsourced Online Surveying
									Secured Debt			(9)			12/29/2017						11.14%			SF+			5.50%						12/20/2024			9,691			9,691			7,237
Richardson Sales Solutions			(10)			Business Services
									Secured Debt			(9) (34)			8/24/2023						18.47%			SF+			6.50%						8/24/2028			833			781			818
									Secured Debt			(9)			8/24/2023						11.88%			SF+			6.50%						8/24/2028			10,553			10,261			10,362
																																							11,042			11,180
Roof Opco, LLC			(10)			Residential Re-Roofing/Repair
									Secured Debt			(9) (37)			8/27/2021									SF+			6.50%						8/27/2026			—			(10)			—
									Secured Debt			(9)			8/27/2021						12.16%			SF+			6.50%						8/27/2026			4,219			4,150			4,142
									Secured Debt			(9)			8/27/2021						14.16%			SF+			8.50%						8/27/2026			4,219			4,150			4,082
																																							8,290			8,224
Rug Doctor, LLC.			(10)			Carpet Cleaning Products and Machinery
									Secured Debt			(9)			7/16/2021						13.54%			SF+			6.00%			2.00%			11/16/2025			6,410			6,389			6,383
									Secured Debt			(9)			7/16/2021						13.54%			SF+			6.00%			2.00%			11/16/2025			9,022			8,991			8,984
																																							15,380			15,367
Slick Innovations, LLC						Text Message Marketing Platform
									Secured Debt						9/13/2018						14.00%												12/22/2027			2,860			2,777			2,860
									Common Stock						9/13/2018			17,500																					114			600
																																							2,891			3,460
South Coast Terminals Holdings, LLC			(10)			Specialty Toll Chemical Manufacturer
									Secured Debt			(9)			12/10/2021						11.46%			SF+			6.00%						12/13/2026			38			34			34
									Secured Debt			(9)			12/10/2021						11.70%			SF+			6.00%						12/13/2026			2,979			2,943			2,979

43

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

December 31, 2023

(dollars in thousands)

Portfolio Company (1) (20)						Business Description			Type of Investment (2) (3) (15)						Investment Date (22)			Shares/Units			Total Rate			Reference Rate and Spread (25)						PIK Rate (19)			Maturity Date			Principal (4)			Cost (4)			Fair Value (18)
									Common Equity						12/10/2021			60,606																					61			59
																																							3,038			3,072
SPAU Holdings, LLC			(10)			Digital Photo Product Provider
									Secured Debt			(9) (37)			7/1/2022									SF+			8.00%						7/1/2027			—			(14)			—
									Secured Debt			(9)			7/1/2022						13.72%			SF+			8.00%						7/1/2027			4,925			4,857			4,925
									Common Stock						7/1/2022			200,000																					200			160
																																							5,043			5,085
Tex Tech Tennis, LLC			(10)			Sporting Goods & Textiles
									Preferred Equity			(23)			7/7/2021			1,000,000																					1,000			2,840
The Affiliati Network, LLC						Performance Marketing Solutions
									Secured Debt						8/9/2021						13.00%												8/9/2026			40			37			37
									Secured Debt						8/9/2021						13.00%												8/9/2026			1,880			1,858			1,841
									Preferred Stock						9/1/2023			43,027																					43			43
									Preferred Stock			(8)			8/9/2021			320,000																					1,600			1,600
																																							3,538			3,521
U.S. TelePacific Corp.			(11)			Provider of Communications and Managed Services
									Secured Debt			(9) (14)			6/1/2023						12.53%			SF+			7.15%			6.00%			5/2/2027			6,802			2,623			2,438
									Secured Debt			(14)			6/1/2023																		5/2/2027			692			15			—
																																							2,638			2,438
USA DeBusk LLC			(10)			Provider of Industrial Cleaning Services
									Secured Debt			(9)			10/22/2019						11.46%			SF+			6.00%						9/8/2026			12,405			12,308			12,405
									Secured Debt			(9)			7/19/2023						11.96%			SF+			6.50%						9/8/2026			4,825			4,742			4,825
									Secured Debt			(9)			11/21/2023						11.96%			SF+			6.50%						9/8/2026			2,515			2,468			2,515
																																							19,518			19,745
UserZoom Technologies, Inc.			(10)			Provider of User Experience Research Automation Software
									Secured Debt			(9)			1/11/2023						12.99%			SF+			7.50%						4/5/2029			3,000			2,923			3,000
Vistar Media, Inc.			(10)			Operator of Digital Out-of-Home Advertising Platform
									Preferred Stock						4/3/2019			70,207																					767			2,180
Vitesse Systems			(10)			Component Manufacturing and Machining Platform
									Secured Debt			(9)			12/22/2023						12.63%			SF+			7.00%						12/22/2028			12,500			12,193			12,193
VORTEQ Coil Finishers, LLC			(10)			Specialty Coating of Aluminum and Light-Gauge Steel
									Common Equity			(8)			11/30/2021			769,231																					769			1,911
Wall Street Prep, Inc.			(10)			Financial Training Services
									Secured Debt			(9) (37)			7/19/2021									SF+			7.00%						7/19/2026			—			(5)			(5)
									Secured Debt			(9)			7/19/2021						12.54%			SF+			7.00%						7/19/2026			4,654			4,600			4,654
									Common Stock						7/19/2021			500,000																					500			910

44

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MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

December 31, 2023

(dollars in thousands)

Portfolio Company (1) (20)						Business Description			Type of Investment (2) (3) (15)						Investment Date (22)			Shares/Units			Total Rate			Reference Rate and Spread (25)						PIK Rate (19)			Maturity Date			Principal (4)			Cost (4)			Fair Value (18)
																																							5,095			5,559
Watterson Brands, LLC			(10)			Facility Management Services
									Secured Debt			(9) (41)			12/17/2021						11.50%			SF+			6.00%						12/17/2026			253			249			253
									Secured Debt			(9)			12/17/2021						11.50%			SF+			6.00%						12/17/2026			53			47			53
									Secured Debt			(9)			12/17/2021						11.50%			SF+			6.00%						12/17/2026			2,166			2,146			2,166
									Secured Debt			(9)			12/17/2021						11.50%			SF+			6.00%						12/17/2026			1,955			1,936			1,955
																																							4,378			4,427
West Star Aviation Acquisition, LLC			(10)			Aircraft, Aircraft Engine and Engine Parts
									Secured Debt			(9) (42)			3/1/2022						11.34%			SF+			6.00%						3/1/2028			665			654			665
									Secured Debt			(9)			3/1/2022						11.35%			SF+			6.00%						3/1/2028			2,948			2,907			2,947
									Secured Debt			(9)			11/3/2023						11.35%			SF+			6.00%						3/1/2028			1,467			1,438			1,467
									Common Stock						3/1/2022			200,000																					200			390
																																							5,199			5,469
Winter Services LLC			(10)			Provider of Snow Removal and Ice Management Services
									Secured Debt			(9) (35)			11/19/2021						12.64%			SF+			7.00%						11/19/2026			2,778			2,745			2,778
									Secured Debt			(9)			11/19/2021						12.66%			SF+			7.00%						11/19/2026			2,583			2,528			2,583
									Secured Debt			(9)			11/19/2021						12.66%			SF+			7.00%						11/19/2026			11,625			11,479			11,625
																																							16,752			16,986
World Micro Holdings, LLC						Supply Chain Management
									Secured Debt						12/12/2022						13.00%												12/12/2027			1,627			1,601			1,601
									Preferred Equity			(8)			12/12/2022			530																					530			530
																																							2,131			2,131
Xenon Arc, Inc.			(10)			Tech-enabled Distribution Services to Chemicals and Food Ingredients Primary Producers
									Secured Debt			(9) (37)			12/17/2021									SF+			5.25%						12/17/2026			—			(5)			—
									Secured Debt			(9)			12/17/2021						11.22%			SF+			5.75%						12/17/2027			1,188			1,163			1,188
									Secured Debt			(9)			12/17/2021						11.25%			SF+			5.75%						12/17/2027			2,352			2,321			2,352
																																							3,479			3,540
YS Garments, LLC			(11)			Designer and Provider of Branded Activewear
									Secured Debt			(9)			8/22/2018						13.00%			SF+			7.50%						8/9/2026			5,584			5,485			5,110
Zips Car Wash, LLC			(10)			Express Car Wash Operator
									Secured Debt			(9) (33)			2/11/2022						12.71%			SF+			7.25%						3/1/2024			2,356			2,352			2,234
									Secured Debt			(9) (33)			2/11/2022						12.71%			SF+			7.25%						3/1/2024			591			589			555
																																							2,941			2,789
Subtotal Non-Control/Non-Affiliate Investments (120.2% of net assets at fair value)																																							$	763,781		$	747,972
Total Portfolio Investments, December 31, 2023 (175.6% of net assets at fair value)																																							$	1,038,318		$	1,092,895
Money market funds (included in cash and cash equivalents) (16)
Fidelity Government Portfolio Class III Fund (38)																																							$	3,188		$	3,188

45

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Table of contents

MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

December 31, 2023

(dollars in thousands)

Portfolio Company (1) (20)

Business Description

Type of Investment (2) (3) (15)

Investment Date (22)

Shares/Units

Total Rate

Reference Rate and Spread (25)

PIK Rate (19)

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

First American Treasury Obligations Fund Class Z (39)

17,656

17,656

Total money market funds

$

20,844

$

20,844

___________________________________________________

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

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

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

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

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

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

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

(8)Income producing through dividends or distributions.

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

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

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

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

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

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

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

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

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MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

December 31, 2023

(dollars in thousands)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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MSC INCOME FUND, INC.

Consolidated Schedule of Investments (Continued)

December 31, 2023

(dollars in thousands)

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

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

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

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

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

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

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

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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 private (“Private Loan”) companies owned by or in the process of being acquired by a private equity fund (its “Private Loan investment strategy”) and secondarily focused on providing customized long-term debt and equity capital solutions to lower middle market (“LMM”) companies (its “LMM investment strategy”). MSC Income Fund’s portfolio investments are typically made to support leveraged buyouts, recapitalizations, growth financings, refinancings and acquisitions of companies that operate in diverse industry sectors. MSC Income Fund seeks to partner with private equity fund sponsors in its Private Loan investment strategy and primarily invests in secured debt investments of Private Loan companies generally headquartered in the United States. MSC Income Fund also seeks to partner with entrepreneurs, business owners and management teams and generally provides “one-stop” debt and equity financing solutions within its LMM investment strategy. Through its LMM investment strategy, MSC Income Fund primarily invests in secured debt investments, equity investments, warrants and other securities of LMM companies typically based in the United States.

MSC Income Fund also maintains a legacy portfolio of investments in larger middle market (“Middle Market”) companies (its “Middle Market investment portfolio”) and a limited portfolio of other portfolio (“Other Portfolio”) investments. MSC Income Fund’s Middle Market investments are generally debt investments in companies owned by a private equity fund that were originally issued through a syndication financing process. MSC Income Fund has generally stopped making new Middle Market investments and expects its Middle Market investment portfolio to continue to decline in future periods as its existing Middle Market investments are repaid or sold. MSC Income Fund’s Other Portfolio investments primarily consist of investments that are not consistent with the typical profiles for its Private Loan, LMM or Middle Market portfolio investments, including investments in unaffiliated investment companies and private funds managed by third parties. 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

MSIF was formed in November 2011 to operate as an externally managed business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). MSIF has elected to be treated for U.S. federal income tax purposes as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). As a result, MSIF generally does not pay corporate-level U.S. federal income taxes on any net ordinary taxable income or capital gains that it distributes to its stockholders.

On October 28, 2020, MSIF’s stockholders approved the appointment of MSC Adviser I, LLC (the “Adviser”), which is wholly-owned by Main Street Capital Corporation (“Main Street”), a New York Stock Exchange listed BDC, as MSIF’s investment adviser and administrator under an Investment Advisory and Administrative Services Agreement dated October 30, 2020 (the “Investment Advisory Agreement”). In such role, the Adviser has the responsibility to manage the business of MSC Income Fund, including the responsibility to identify, evaluate, negotiate and structure prospective investments, make investment and portfolio management decisions, monitor MSC Income Fund’s Investment Portfolio (as defined below) and provide ongoing administrative services.

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

Unless otherwise noted or the context otherwise indicates, the terms “we,” “us,” “our,” the “Company” and “MSC Income Fund” refer to MSIF and its consolidated subsidiaries, which include the Taxable Subsidiaries and the Structured Subsidiaries.

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

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. MSC Income Fund’s results of operations for the three and nine months ended September 30, 2024 and 2023, cash flows for the nine months ended September 30, 2024 and 2023, and financial position as of September 30, 2024 and December 31, 2023, are presented on a consolidated basis. The effects of all intercompany transactions between MSIF and its consolidated subsidiaries have been eliminated in consolidation.

The accompanying unaudited consolidated financial statements of MSC Income Fund are presented in conformity with U.S. GAAP for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Articles 6, 10 and 12 of Regulation S-X. Accordingly, certain disclosures accompanying annual consolidated financial statements prepared in accordance with U.S. GAAP are omitted. The unaudited consolidated financial statements and notes should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2023. In the opinion of management, the unaudited consolidated financial results included herein contain all adjustments, consisting solely of normal recurring accruals, considered necessary for the fair presentation of financial statements for the interim periods included herein. The results of operations for the three and nine months ended September 30, 2024 are not necessarily indicative of the operating results to be expected for the full year. Financial statements prepared on a U.S. GAAP basis require management to make estimates and assumptions that affect the amounts and disclosures reported in the consolidated financial statements and accompanying notes. Such estimates and assumptions could change in the future as more information becomes known, which could impact the amounts reported and disclosed herein.

Principles of Consolidation

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

Portfolio Investment Classification

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

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

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 Private Loan companies and illiquid debt and equity securities issued by LMM companies. MSC Income Fund also maintains a legacy portfolio of investments in Middle Market companies and a limited portfolio of Other Portfolio investments. MSC Income Fund’s portfolio investments may be subject to restrictions on resale.

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

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

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

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 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

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

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 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 17 and 14 Private Loan portfolio companies during the three months ended September 30, 2024 and 2023, respectively, representing 24% and 21% of the total Private Loan portfolio at fair value as of September 30, 2024 and 2023, respectively. A total of 58 Private Loan portfolio companies were reviewed and certified by the Financial Advisory Firm during the trailing twelve months ended September 30, 2024, representing 78% of the total Private Loan portfolio at fair value as of September 30, 2024. Excluding its investments in Private Loan portfolio companies that, as of September 30, 2024, had not been in the Investment Portfolio for at least twelve months subsequent to the initial investment and its investments in Private Loan portfolio companies that were not reviewed because the investment is valued based upon third-party quotes or other independent pricing, 96% of the Private Loan portfolio at fair value was reviewed and certified by the Financial Advisory Firm during the trailing twelve months ended September 30, 2024.

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

In addition to its internal valuation process, in arriving at estimates of fair value for its investments in its LMM portfolio companies, MSC Income Fund, among other things, consults with the Financial Advisory Firm. The Financial Advisory Firm analyzes and provides observations, recommendations and an assurance certification regarding MSC Income Fund’s determinations of the fair value of its LMM portfolio company investments. The Financial Advisory Firm is generally consulted relative to MSC Income Fund’s investments in each LMM portfolio company at least once every calendar year, and for MSC Income Fund’s investments in new LMM portfolio companies, at least once in the twelve-month period subsequent to the initial investment. In certain instances, MSC Income Fund may determine that it is not cost-effective, and as a result is not in its stockholders’ best interest, to consult with the Financial Advisory Firm on its investments in one or more LMM portfolio companies. Such instances include, but are not limited to, situations where the fair value of MSC Income Fund’s investment in a LMM portfolio company is determined to be insignificant relative to the total Investment Portfolio. MSC Income Fund consulted with and received an assurance certification from the Financial Advisory Firm in arriving at its determination of fair value for its investments in a total of 12 LMM portfolio companies during each of the three months ended September 30, 2024 and 2023, representing 22% and 25% of the total LMM portfolio at fair value as of September 30, 2024 and 2023, respectively. A total of 48 LMM portfolio companies were reviewed and certified by the Financial Advisory Firm during the trailing twelve months ended September 30, 2024, representing 93% of the total LMM portfolio at fair value as of September 30, 2024. Excluding its investments in LMM portfolio companies that, as of September 30, 2024, had not been in the Investment Portfolio for at least twelve months subsequent to the initial investment or whose primary purpose is to own real estate for which a third-party appraisal is obtained on at least an annual basis, 99% of the LMM portfolio at fair value was reviewed and certified by the Financial Advisory Firm during the trailing twelve months ended September 30, 2024.

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

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

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 (94% and 97% as of September 30, 2024 and December 31, 2023, respectively) of the Middle Market portfolio investments (i) are valued using third-party quotes or other independent pricing services or (ii) MSC Income Fund has consulted with and received an assurance certification from the Financial Advisory Firm within the last twelve months.

For valuation purposes, all of MSC Income Fund’s Other Portfolio investments are non-control investments. MSC Income Fund’s Other Portfolio investments comprised 2.2% and 2.3% of MSC Income Fund’s Investment Portfolio at fair value as of September 30, 2024 and December 31, 2023, respectively. Similar to the LMM investment portfolio, market quotations for Other Portfolio equity investments are generally not readily available. For its Other Portfolio equity investments, MSC Income Fund generally determines the fair value of these investments using the NAV valuation method.

Due to the inherent uncertainty in the valuation process, MSC Income Fund’s determination of fair value for its Investment Portfolio may differ materially from the values that would have been determined had a ready market for the securities existed. In addition, changes in the market environment, portfolio company performance and other events that may occur over the lives of the investments may cause the gains or losses ultimately realized on these investments to be materially different than the valuations currently assigned. MSC Income Fund determines the fair value of each individual investment and records changes in fair value as unrealized appreciation or depreciation.

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

Rule 2a-5 under the 1940 Act permits a BDC’s board of directors to designate its executive officers or investment adviser as a valuation designee to determine the fair value for its investment portfolio, subject to the active oversight of the board. MSC Income Fund’s Board of Directors has approved policies and procedures pursuant to Rule 2a-5 (the “Valuation Procedures”) and has designated the Adviser, led by a group of Main Street’s and the Adviser’s executive officers, to serve as the Board of Directors’ valuation designee. MSC Income Fund believes its Investment Portfolio as of September 30, 2024 and December 31, 2023 approximates fair value as of those dates based on the markets in which it operates and other conditions in existence on those reporting dates.

2.Use of Estimates

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

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

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

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. As of September 30, 2024 and December 31, 2023, the Company had $31.2 million and $20.8 million, respectively, of cash equivalents invested in AAA-rated money market funds pending investment in the Company’s primary investment strategies. These highly liquid investments are included in the Consolidated Schedule of Investments.

As of September 30, 2024 and December 31, 2023, cash balances totaling $16.5 million and $9.0 million, respectively, exceeded Federal Deposit Insurance Corporation insurance protection levels, subjecting the Company to risk related to the uninsured balance.

4.Interest, Dividend and Fee Income

MSC Income Fund records interest and dividend income on the accrual basis to the extent amounts are expected to be collected. Dividend income is recorded when dividends are declared by the portfolio company or at such other time that an obligation exists for the portfolio company to make a distribution. MSC Income Fund evaluates accrued interest and dividend income periodically for collectability. When a loan or debt security becomes 90 days or more past due, and if MSC Income Fund otherwise does not expect the debtor to be able to service its debt obligation, MSC Income Fund will generally place the loan or debt security on non-accrual status and cease recognizing interest income on that loan or debt security until the borrower has demonstrated the ability and intent to pay contractual amounts due. If a loan or debt security’s status significantly improves regarding the debtor’s ability to service the debt obligation, or if a loan or debt security is sold or written off, MSC Income Fund removes it from non-accrual status.

As of September 30, 2024, investments on non-accrual status comprised 2.6% of MSC Income Fund’s total Investment Portfolio at fair value and 6.5% at cost. As of December 31, 2023, investments on non-accrual status comprised 1.1% of MSC Income Fund’s total Investment Portfolio at fair value and 4.0% at cost.

MSC Income Fund holds certain debt and preferred equity instruments in its Investment Portfolio that contain PIK interest and cumulative dividend provisions. The PIK interest, computed at the contractual rate specified in each debt agreement, is periodically added to the principal balance of the debt and is recorded as interest income. Thus, the actual collection of this interest may be deferred until the time of debt principal repayment. Cumulative dividends are recorded as dividend income, and any dividends in arrears are added to the balance of the preferred equity investment. The actual collection of these dividends in arrears may be deferred until such time as the preferred equity is redeemed or sold. To maintain RIC tax treatment (as discussed in Note B.7. — Summary of Significant Accounting Policies — Income Taxes below), these non-cash sources of income may need to be paid out to stockholders in the form of distributions, even though MSC Income Fund may not have collected the PIK interest and cumulative dividends in cash. MSC Income Fund stops accruing PIK interest and cumulative dividends and writes off any accrued and uncollected interest and dividends in arrears when it determines that such PIK interest and dividends in arrears are no longer collectible. For the three months ended September 30, 2024 and 2023, (i) 6.7% and 4.6%, respectively, of MSC Income Fund’s total investment income was attributable to PIK interest income not paid currently in cash and (ii) 0.1% of MSC Income Fund’s total investment income in each period was attributable to cumulative dividend income not paid currently in cash. For the nine months ended September 30, 2024 and 2023, (i) 5.4% and 3.9%, respectively, of MSC Income Fund’s total investment income was attributable to PIK interest income not paid currently in cash and (ii) 0.1% of MSC Income Fund’s total investment income in each period 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, 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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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,
			2024						2023						2024						2023
			(dollars in thousands)
Interest, fee and dividend income:
Interest income			$	30,236					$	29,400					$	88,154					$	86,791
Dividend income			2,485						2,399						8,964						7,862
Fee income			756						552						4,255						1,973
Total interest, fee and dividend income			$	33,477					$	32,351					$	101,373					$	96,626

5.Deferred Financing Costs

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

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

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

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

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

To maintain RIC tax treatment (as discussed in Note B.7. — Summary of Significant Accounting Policies — Income Taxes below), these non-cash sources of income may need to be paid out to stockholders in the form of distributions, even though MSC Income Fund may not have collected the interest income. For the three months ended September 30, 2024 and 2023, 3.0% and 2.6%, respectively, and for the nine months ended September 30, 2024 and 2023, 2.8% and 2.6%, 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.

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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.

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

10.Earnings Per Share

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

11.Recently Issued or Adopted Accounting Standards

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

In November 2023, the FASB issued ASU 2023-07, Segment Reporting - Improvements to Reportable Segment Disclosures. The amendments in this update require incremental disclosures related to a public entity’s reportable segments. ASU 2023-07 is effective for years beginning after December 15, 2023 and interim periods in fiscal years beginning after December 15, 2024. The Company is currently assessing the impact of the new guidance on the consolidated financial statements and the notes thereto.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures. The amendments in this update require more disaggregated information on income taxes paid. ASU 2023-09 is effective for years beginning after December 15, 2024, and early adoption is permitted. The Company is currently assessing the impact of the new guidance, but it does not expect ASU 2023-09 to have a material impact on the consolidated financial statements and the notes thereto.

From time to time, new accounting pronouncements are issued by the FASB or other standards-setting bodies that are adopted by the Company as of the specified effective date. The Company believes that the impact of recently issued standards and any that are not yet effective will not have a material impact on its consolidated financial statements upon adoption.

NOTE C — FAIR VALUE HIERARCHY FOR INVESTMENTS—PORTFOLIO COMPOSITION

ASC 820 defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value, and enhances disclosure requirements for fair value measurements. MSC Income Fund accounts for its investments at fair value.

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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, 2024 and December 31, 2023, MSC Income Fund’s Private Loan portfolio investments primarily consisted of investments in secured debt investments. The fair value determination for these investments consisted of a combination of observable inputs in non-active markets for which sufficient observable inputs were not available to determine the fair value of these investments and unobservable inputs. As a result, all of MSC Income Fund’s Private Loan portfolio investments were categorized as Level 3 as of September 30, 2024 and December 31, 2023.

As of September 30, 2024 and December 31, 2023, all of MSC Income Fund’s LMM portfolio investments consisted of illiquid securities issued by privately held companies and the fair value determination for these investments primarily consisted of unobservable inputs. As a result, all of MSC Income Fund’s LMM portfolio investments were categorized as Level 3 as of September 30, 2024 and December 31, 2023.

As of September 30, 2024 and December 31, 2023, MSC Income Fund’s Middle Market portfolio investments consisted primarily of investments in secured and unsecured debt investments and independently rated debt investments. The fair value determination for these investments consisted of a combination of observable inputs in non-active markets

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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, 2024 and December 31, 2023.

As of September 30, 2024 and December 31, 2023, MSC Income Fund’s Other Portfolio investments consisted of illiquid securities issued by privately held entities and the fair value determination for these investments primarily consisted of unobservable inputs. As a result, all of MSC Income Fund’s Other Portfolio investments were categorized as Level 3 as of September 30, 2024 and December 31, 2023.

As of September 30, 2024 and December 31, 2023, all money market funds included in cash and cash equivalents were valued using Level 1 inputs.

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

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

•Current and projected financial condition of the portfolio company;

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

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

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

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

•Pending debt or capital restructuring of the portfolio company;

•Projected operating results of the portfolio company;

•Current information regarding any offers to purchase the investment;

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

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

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

•Qualitative assessment of key management;

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

•Other factors deemed relevant.

The use of significant unobservable inputs creates uncertainty in the measurement of fair value as of the reporting date. The significant unobservable inputs used in the fair value measurement of MSC Income Fund’s LMM equity securities, which are generally valued through an average of the discounted cash flow technique and the market comparable/enterprise value technique (unless one of these approaches is determined to not be appropriate), are (i) EBITDA multiples and (ii) the weighted-average cost of capital (“WACC”). Significant increases (decreases) in

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

EBITDA multiple inputs in isolation would result in a significantly higher (lower) fair value measurement, and significant increases (decreases) in WACC inputs in isolation would result in a significantly lower (higher) fair value measurement. The significant unobservable inputs used in the fair value measurement of MSC Income Fund’s Private Loan, LMM and Middle Market debt securities are (i) risk adjusted discount rates used in the Yield-to-Maturity valuation technique (see Note B.1. — Summary of Significant Accounting Policies — Valuation of the Investment Portfolio) and (ii) the percentage of expected principal recovery. Significant increases (decreases) in any of these discount rates in 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, 2024 and December 31, 2023:

Type of Investment						Fair Value as of September 30, 2024 (in thousands)						Valuation Technique						Significant Unobservable Inputs						Range(3)						Weighted-Average (3)(4)						Median(3)
Equity investments						$	244,788					Discounted cash flow						WACC						11.3% - 22.6%						14.5		%				15.0		%
												Market comparable / Enterprise value						EBITDA multiple (1)						4.0x - 9.2x (2)						7.0x						6.5x
Debt investments						$	879,495					Discounted cash flow						Risk adjusted discount factor (5)						9.8% - 17.5% (2)						13.6		%				12.9		%
																		Expected principal recovery percentage						0.2% - 100.0%						99.7		%				100.0		%
Debt investments						$	38,344					Market approach						Third-party quote						27.5 - 99.0						83.1						91.5
Total Level 3 investments						$	1,162,627

_____________________

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

(2)Range excludes outliers that are greater than one standard deviation from the mean. Including these outliers, the range for EBITDA multiple is 2.0x - 15.7x and the range for risk adjusted discount factor is 8.0% - 31.8%.

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

(4)Weighted-average is calculated for each significant unobservable input based on the applicable security’s fair value.

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

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

Type of Investment						Fair Value as of December 31, 2023 (in thousands)						Valuation Technique						Significant Unobservable Inputs						Range(3)						Weighted-Average (3)(4)						Median(3)
Equity investments						$	254,770					Discounted cash flow						WACC						10.9% - 22.5%						14.4		%				15.5		%
												Market comparable / Enterprise value						EBITDA multiple (1)						4.9x - 9.2x (2)						7.3x						6.5x
Debt investments						$	777,003					Discounted cash flow						Risk adjusted discount factor (5)						9.8% - 16.8% (2)						13.1		%				12.8		%
																		Expected principal recovery percentage						0.6% - 100.0%						99.6		%				100.0		%
Debt investments						$	61,122					Market approach						Third-party quote						4.5 - 99.2						85.0						89.5
Total Level 3 investments						$	1,092,895

_____________________

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

(2)Range excludes outliers that are greater than one standard deviation from the mean. Including these outliers, the range for EBITDA multiple is 2.0x - 15.7x and the range for risk adjusted discount factor is 8.0% - 27.3%.

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

(4)Weighted-average is calculated for each significant unobservable input based on the applicable security’s fair value.

(5)Discount rate includes the effect of the standard 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, 2024 and 2023 (amounts in thousands):

Type of Investment						Fair Value as of December 31, 2023						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, 2024
Debt						$	838,125					$	—					$	(169,492)					$	264,572					$	2,180					$	(17,380)					$	(166)					$	917,839
Equity						254,029						—						(12,075)						10,127						(27,394)						17,987						166						242,840
Equity Warrant						741						—						—						1,128						(90)						169						—						1,948
						$	1,092,895					$	—					$	(181,567)					$	275,827					$	(25,304)					$	776					$	—					$	1,162,627

______________________

(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, 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.

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

As of September 30, 2024 and December 31, 2023, 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)
As of September 30, 2024						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						$	679,863					$	—					$	—					$	679,863
LMM portfolio investments						411,030						—						—						411,030
Middle Market portfolio investments						46,062						—						—						46,062
Other Portfolio investments						25,672						—						—						25,672
Total investments						$	1,162,627					$	—					$	—					$	1,162,627

												Fair Value Measurements
												(in thousands)
As of December 31, 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						$	595,326					$	—					$	—					$	595,326
LMM portfolio investments						386,956						—						—						386,956
Middle Market portfolio investments						85,990						—						—						85,990
Other Portfolio investments						24,623						—						—						24,623
Total investments						$	1,092,895					$	—					$	—					$	1,092,895

Investment Portfolio Composition

MSC Income Fund’s principal investment objective is to maximize its investment 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 primarily through its Private Loan and LMM investment strategies.

MSC Income Fund’s Private Loan investment strategy is focused on investments in secured debt in privately held companies that generally have annual revenues between $25 million and $500 million, 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, through the Adviser’s strategic relationships with other investment funds on a collaborative basis through investments that are often referred to in the debt markets as “club deals” because of the small lender group size. In both cases, MSC Income Fund’s Private Loan investments are typically made in a company owned by or in the process of being acquired by a private equity fund. 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 fund in the equity securities of its Private Loan portfolio companies.

MSC Income Fund’s LMM investment strategy is focused on investments in secured debt and equity 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

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Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

include either fixed or floating interest rate terms and generally have a term of between five and seven years from the original investment date. MSC Income Fund typically makes direct equity investments and/or receives nominally priced equity warrants in connection with a debt investment.

MSC Income Fund also maintains a legacy portfolio of investments in Middle Market companies. MSC Income Fund’s Middle Market investments are generally debt investments in companies owned by a private equity fund that were originally issued through a syndication financing process. MSC Income Fund has generally stopped making new Middle Market investments and expects its Middle Market investment portfolio to continue to decline in future periods as its existing Middle Market investments are repaid or sold. MSC Income Fund’s Middle Market debt investments generally range in size from $1 million to $20 million, are generally secured by a first priority lien on the assets of the portfolio company and typically have an expected duration of between three and seven years from the original investment date.

MSC Income Fund’s Other Portfolio investments primarily consist of investments that are not consistent with the typical profiles for its Private Loan, LMM or Middle Market portfolio investments, including investments in unaffiliated investment companies and private funds managed by third parties. In the Other Portfolio, MSC Income Fund may incur indirect fees and expenses to third party managers. 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 realized over a five to ten-year period.

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, 2024 and 2023, 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, 2024 and December 31, 2023 (this information excludes Other Portfolio investments, which are discussed further below).

			As of September 30, 2024
			Private Loan						LMM (a)						Middle Market
			(dollars in millions)
Number of portfolio companies			84						55						11
Fair value			$	679.9					$	411.0					$	46.1
Cost			$	700.0					$	340.5					$	73.0
Debt investments as a % of portfolio (at cost)			95.6		%				70.8		%				88.9		%
Equity investments as a % of portfolio (at cost)			4.4		%				29.2		%				11.1		%
% of debt investments at cost secured by first priority lien			99.9		%				99.9		%				99.9		%
Weighted-average annual effective yield (b)			12.7		%				13.2		%				14.1		%
Average EBITDA (c)			$	33.2					$	10.0					$	44.3

___________________

(a)As of September 30, 2024, 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%.

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Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

(b)The weighted-average annual effective yields were computed using the effective interest rates for all debt investments as of September 30, 2024, 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, and are weighted based upon the principal amount of each applicable debt investment as of September 30, 2024. The weighted-average annual effective yield on MSC Income Fund’s debt portfolio as of September 30, 2024 including debt investments on non-accrual status was 12.1% for its Private Loan portfolio, 11.8% for its LMM portfolio and 9.4% 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 two Private Loan portfolio companies, two LMM portfolio companies and one Middle Market portfolio company, as EBITDA is not a meaningful valuation metric for MSC Income Fund’s investments in these portfolio companies, and those portfolio companies whose primary purpose is to own real estate and those portfolio companies whose primary operations have ceased and only residual value remains.

			As of December 31, 2023
			Private Loan						LMM (a)						Middle Market
			(dollars in millions)
Number of portfolio companies			78						50						16
Fair value			$	595.3					$	387.0					$	86.0
Cost			$	586.4					$	315.7					$	114.7
Debt investments as a % of portfolio (at cost)			94.1		%				70.2		%				93.1		%
Equity investments as a % of portfolio (at cost)			5.9		%				29.8		%				6.9		%
% of debt investments at cost secured by first priority lien			100.0		%				99.9		%				100.0		%
Weighted-average annual effective yield (b)			13.1		%				13.0		%				13.0		%
Average EBITDA (c)			$	30.5					$	8.8					$	74.2

___________________

(a)As of December 31, 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 as of December 31, 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, and are weighted based upon the principal amount of each applicable debt investment as of December 31, 2023. The weighted-average annual effective yield on MSC Income Fund’s debt portfolio as of December 31, 2023 including debt investments on non-accrual status was 12.6% for its Private Loan portfolio, 13.0% for its LMM portfolio and 9.9% 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, 2024 and 2023, MSC Income Fund achieved an annualized total return on investments of 10.5% and 12.0%, respectively. For the nine months ended September 30, 2024 and 2023, MSC Income

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Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

Fund achieved an annualized total return on investments of 12.4% and 12.9%, respectively. For the year ended December 31, 2023, MSC Income Fund achieved a total return on investments of 13.6%. 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, 2024, MSC Income Fund had Other Portfolio investments in six entities, spread across four investment managers, collectively totaling $25.7 million in fair value and $19.1 million in cost basis and which comprised 2.2% and 1.7% of MSC Income Fund’s Investment Portfolio at fair value and cost, respectively. As of December 31, 2023, MSC Income Fund had Other Portfolio investments in six entities, spread across four investment managers, collectively totaling $24.6 million in fair value and $21.5 million in cost basis and which comprised 2.3% and 2.1% of MSC Income Fund’s Investment Portfolio at fair value and cost, respectively.

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, 2024 and December 31, 2023 (this information excludes Other Portfolio investments, which are discussed above).

Cost:						September 30, 2024						December 31, 2023
First lien debt						87.6		%				86.5		%
Equity						12.1						13.3
Second lien debt						—						—
Equity warrants						0.3						0.2
Other						—						—
						100.0		%				100.0		%

Fair Value:						September 30, 2024						December 31, 2023
First lien debt						80.7		%				78.4		%
Equity						19.1						21.5
Second lien debt						—						—
Equity warrants						0.2						0.1
Other						—						—
						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, 2024

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Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

and December 31, 2023 (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, 2024						December 31, 2023
Northeast						22.5		%				21.9		%
Midwest						22.4						17.6
West						18.7						17.0
Southeast						17.9						17.8
Southwest						16.8						23.8
Canada						0.7						0.8
Other Non-United States						1.0						1.1
						100.0		%				100.0		%

Fair Value:						September 30, 2024						December 31, 2023
Midwest						23.2		%				18.3		%
Northeast						22.6						21.6
Southwest						18.7						26.8
West						18.6						16.4
Southeast						15.2						15.0
Canada						0.7						0.8
Other Non-United States						1.0						1.1
						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, 2024 and December 31, 2023 (this information excludes Other Portfolio investments).

Cost:						September 30, 2024						December 31, 2023
Commercial Services & Supplies						7.8		%				8.5		%
Internet Software & Services						7.3						8.8
Machinery						6.9						6.0
Professional Services						6.3						5.7
Electrical Equipment						6.1						2.2
Diversified Consumer Services						5.2						5.4
Containers & Packaging						4.5						4.3
IT Services						4.4						5.2
Distributors						4.2						4.4
Health Care Providers & Services						4.2						6.5
Leisure Equipment & Products						3.5						3.7
Textiles, Apparel & Luxury Goods						2.8						3.1
Specialty Retail						2.7						2.9
Communications Equipment						2.5						2.7
Computers & Peripherals						2.5						2.9
Hotels, Restaurants & Leisure						2.5						2.1
Diversified Financial Services						2.3						2.1
Building Products						2.2						2.1
Construction & Engineering						2.2						2.5
Household Products						1.8						2.0
Aerospace & Defense						1.7						2.6
Auto Components						1.7						0.8
Internet & Catalog Retail						1.7						1.6
Software						1.7						1.4
Energy Equipment & Services						1.6						0.5
Food & Staples Retailing						1.6						1.5
Marine						1.4						—
Media						1.2						2.5
Health Care Equipment & Supplies						1.1						1.3
Other (1)						4.4						4.7
						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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Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

Fair Value:						September 30, 2024						December 31, 2023
Machinery						8.3		%				7.4		%
Commercial Services & Supplies						6.9						7.3
Internet Software & Services						6.4						7.3
Professional Services						6.3						5.5
Diversified Consumer Services						6.1						6.5
Electrical Equipment						6.1						2.3
Containers & Packaging						4.9						4.6
IT Services						4.5						5.0
Computers & Peripherals						4.4						4.6
Distributors						4.4						4.6
Health Care Providers & Services						3.8						6.0
Construction & Engineering						3.0						3.1
Leisure Equipment & Products						3.0						3.3
Specialty Retail						2.7						2.7
Textiles, Apparel & Luxury Goods						2.6						2.9
Building Products						2.3						1.9
Diversified Financial Services						2.3						2.0
Software						2.1						1.7
Hotels, Restaurants & Leisure						1.8						1.6
Household Products						1.8						1.9
Aerospace & Defense						1.7						2.5
Auto Components						1.7						0.8
Internet & Catalog Retail						1.5						1.5
Air Freight & Logistics						1.4						1.6
Energy Equipment & Services						1.4						0.3
Food & Staples Retailing						1.4						1.2
Media						1.4						2.6
Marine						1.3						—
Communications Equipment						1.0						1.1
Construction Materials						—						2.2
Other (1)						3.5						4.0
						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.

As of September 30, 2024 and December 31, 2023, 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

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Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

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 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, 2024 and December 31, 2023, MSC Income Fund had no single investment that qualified as a significant subsidiary under either the investment or income tests.

NOTE D — DEBT

Summary of MSC Income Fund’s debt as of September 30, 2024 is as follows:

			Outstanding Balance						Unamortized Debt Issuance Costs (1)						Recorded Value						Estimated Fair Value (2)
			(dollars in thousands)
SPV Facility			$	259,688					$	—					$	259,688					$	259,688
Corporate Facility			147,000						—						147,000						147,000
Series A Notes			150,000						(621)						149,379						138,677
Total Debt			$	556,688					$	(621)					$	556,067					$	545,365

_________________

(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 a contra-liability to the Series A Notes on the Consolidated Balance Sheets.

(2)Estimated fair value for outstanding debt is shown as 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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Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

Summary of MSC Income Fund’s debt as of December 31, 2023 is as follows:

			Outstanding Balance						Unamortized Debt Issuance Costs (1)						Recorded Value						Estimated Fair Value (2)
			(dollars in thousands)
SPV Facility			$	203,688					$	—					$	203,688					$	203,688
Corporate Facility			132,000						—						132,000						132,000
Series A Notes			150,000						(845)						149,155						141,531
Total Debt			$	485,688					$	(845)					$	484,843					$	477,219

___________________

(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 a contra-liability to the Series A Notes on the Consolidated Balance Sheets.

(2)Estimated fair value for outstanding debt is shown as 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.

Summarized interest expense for the three and nine months ended September 30, 2024 and 2023 is as follows:

			Three Months Ended September 30,												Nine Months Ended September 30,
			2024						2023						2024						2023
			(dollars in thousands)
SPV Facility			$	5,904					$	5,933					$	17,902					$	16,127
Corporate Facility			2,880						1,880						6,799						5,703
Series A Notes			1,590						1,590						4,769						4,769
Total Interest Expense			$	10,374					$	9,403					$	29,470					$	26,599

A summary of MSC Income Fund’s average amount of total borrowings outstanding and overall weighted-average effective interest rate including amortization of debt issuance costs, original issuance discounts and premiums and fees on unused lender commitments are as follows:

			Three Months Ended September 30,												Nine Months Ended September 30,
			2024						2023						2024						2023
			(dollars in millions)
Weighted-average borrowings outstanding			$	531.1					$	495.0					$	504.5					$	481.7
Weighted-average effective interest rate			7.8		%				7.6		%				7.8		%				7.4		%

SPV Facility

MSC Income Fund, through MSIF Funding, LLC (“MSIF Funding”), a wholly-owned Structured Subsidiary that primarily holds debt investments, is party to a senior secured revolving credit facility dated February 3, 2021 (as amended, the “SPV Facility” and, together with the Corporate Facility, the “Credit Facilities”) with 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

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Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

applicable margin of 3.00%. 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, 2024, the SPV Facility included total commitments of $300.0 million and an accordion feature, with the right to request an increase of total 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, 2024, the interest rate for borrowings on the SPV Facility was 7.84%. The average interest rate for borrowings under the SPV Facility was 8.32% and 8.25% per annum for the three months ended September 30, 2024 and 2023, respectively, and 8.32% and 7.99% per annum for the nine months ended September 30, 2024 and 2023, respectively. As of September 30, 2024, MSIF Funding was in compliance with all financial covenants of the SPV Facility.

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, 2024, 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 of 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, excluding 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 under the Corporate Facility was amended from LIBOR to SOFR plus an applicable credit spread adjustment of 0.10%.

As of September 30, 2024, the interest rate for borrowings on the Corporate Facility was 7.70%. The average interest rate for borrowings under the Corporate Facility was 7.81% and 7.75% per annum for the three months ended September 30, 2024 and 2023, respectively, and 7.82% and 7.39% per annum for the nine months ended September 30, 2024 and 2023, respectively. As of September 30, 2024, MSC Income Fund was in compliance with all financial covenants of the Corporate 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 of each year. 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

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Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

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, 2024, 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, 2024 and 2023:

			Nine Months Ended September 30,
Per Share Data:			2024						2023
NAV as of the beginning of the period			$	7.77					$	7.61
Net investment income (1)			0.54						0.53
Net realized gain (loss) (1)(2)			0.30						(0.31)
Net unrealized appreciation (depreciation) (1)(2)			(0.31)						0.38
Income tax provision (1)(2)			(0.08)						(0.04)
Net increase in net assets resulting from operations (1)			0.45						0.56
Dividends paid from net investment income (6)			(0.37)						(0.53)
Distributions paid from capital gains (6)			(0.17)						—
Distributions paid or accrued (3)(6)			(0.54)						(0.53)
Accretive effect of stock repurchases (repurchasing shares below NAV per share) (4)			0.01						0.02
Other (5)			—						0.01
NAV as of the end of the period			$	7.69					$	7.67
Shares outstanding as of the end of the period			80,434,891						80,013,948

________________

(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 tax provision or benefit can fluctuate significantly from period to period.

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

(4)Shares repurchased in connection with 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.

(6)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. As a result, the character of MSIF’s dividends and distributions for each period is also an estimate. Therefore, the final character of MSIF’s dividends and distributions may be different than this estimate.

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

			Nine Months Ended September 30,
			2024						2023
			(dollars in thousands)
NAV as of the end of the period			$	618,485					$	613,569
Average NAV			$	620,622					$	611,329
Average outstanding debt			$	512,088					$	482,021
Ratios to average NAV:
Ratio of total expenses, including income tax provision, to average NAV(1)(2)(3)(5)			10.38		%				9.35		%
Ratio of operating expenses to average NAV(2)(3)(5)			9.39		%				8.83		%
Ratio of operating expenses, excluding interest expense, to average NAV(2)(3)(5)			4.64		%				4.48		%
Ratio of operating expenses, excluding interest expense and incentive fees, to average NAV(2)(3)(5)			3.13		%				3.03		%
Ratio of net investment income to average NAV(2)(5)			6.94		%				6.97		%
Portfolio turnover ratio(2)			18.54		%				12.32		%
Total return based on change in NAV(2)(4)			6.41		%				7.36		%

_______________

(1)Total expenses are the sum of operating expenses and net income tax provision. Net income tax provision includes the accrual of net deferred tax provision 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 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, management fees, incentive 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 $6.7 million and $6.3 million for the nine months ended September 30, 2024 and 2023, respectively. Excluding these expense waivers, the expense and income ratios are as follows:

			Nine Months Ended September 30,
			2024						2023
Ratio of total expenses, including income tax provision, to average NAV(1)(2)(3)			11.49		%				10.39		%
Ratio of operating expenses to average NAV(2)(3)			10.49		%				9.87		%
Ratio of operating expenses, excluding interest expense, to average NAV(2)(3)			5.73		%				5.52		%
Ratio of operating expenses, excluding interest expense and incentive fees, to average NAV(2)(3)			4.22		%				4.06		%
Ratio of net investment income to average NAV(2)			5.88		%				5.95		%

________________

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

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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 $14.5 million, or $0.18 per share, during the three months ended September 30, 2024, and $43.7 million, or $0.545 per share, during the nine months ended September 30, 2024, compared to $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.

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, 2024 and 2023.

			Nine Months Ended September 30,
			2024						2023
			(estimated, dollars in thousands)
Net increase in net assets resulting from operations			$	36,089					$	44,869
Net unrealized (appreciation) depreciation			24,656						(30,415)
Income tax provision			6,150						3,189
Pre-tax book income not consolidated for tax purposes			(9,867)						(676)
Book income and tax income differences, including debt origination, structuring fees, dividends, realized gains and changes in estimates			(9,989)						20,099
Estimated taxable income (1)			47,039						37,066
Taxable income earned in prior year and carried forward for distribution in current year			14,745						20,674
Taxable income earned prior to period end and carried forward for distribution next period			(32,538)						(29,705)
Dividend accrued as of period end and paid in the following period			14,478						14,002
Total distributions accrued or paid to common stockholders			$	43,724					$	42,037

________________

(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.

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

The income tax provision for MSC Income Fund is generally composed of (i) deferred tax expense, 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 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, 2024 and 2023:

			Three Months Ended September 30,												Nine Months Ended September 30,
			2024						2023						2024						2023
			(dollars in thousands)
Current tax expense (benefit):
Federal			$	761					$	(39)					$	1,145					$	15
State			397						337						810						565
Excise			491						133						570						374
Total current tax expense			1,649						431						2,525						954
Deferred tax expense (benefit):
Federal			652						292						3,395						2,533
State			133						(750)						230						(298)
Total deferred tax expense (benefit)			785						(458)						3,625						2,235
Total income tax provision (benefit)			$	2,434					$	(27)					$	6,150					$	3,189

The net deferred tax liability as of September 30, 2024 and December 31, 2023 was $6.9 million and $3.3 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.

As of September 30, 2024, for U.S. federal income tax purposes, the Taxable Subsidiaries did not have any net operating loss carryforwards. The Taxable Subsidiaries have net capital loss carryforwards from prior years which, if unused, will expire in various taxable years 2025 through 2027. Additionally, the Taxable Subsidiaries have interest expense limitation carryforwards which have an indefinite carryforward period.

NOTE G — SHARE REPURCHASES

Under the terms of its 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. Repurchase offers are currently limited to the number of shares of common stock MSC Income Fund can repurchase with 90% of the cash retained as a result of issuances of common stock under its 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.

In addition to its share repurchase program, beginning in the second quarter of 2023, MSC Income Fund began periodically offering to complete modified Dutch auction tender offers (“Dutch Auction Tenders”), pursuant to which MSC Income Fund offered to purchase up to a specified amount of shares of its common stock at the lowest clearing purchase price elected by participating stockholders within a specified range that allowed MSC Income Fund to purchase the maximum amount offered. In such Dutch Auction Tenders all shares purchased are purchased at the clearing purchase price. SEC rules permit MSC Income Fund to increase the number of shares accepted for purchase in any Dutch Auction

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

Tender by up to 2% of MSC Income Fund’s outstanding shares without amending the offer. MSC Income Fund has no obligation to continue to offer Dutch Auction Tenders in the future.

On February 5, 2024, MSC Income Fund commenced a modified “Dutch Auction” tender offer (the “February 2024 Dutch Auction Tender Offer”) pursuant to the Offer to Purchase, dated February 5, 2024, which expired on March 4, 2024. Pursuant to the February 2024 Dutch Auction Tender Offer, MSC Income Fund repurchased 357,143 shares on March 8, 2024 at a price of $7.00 per share for an aggregate cost of $2.5 million, excluding fees and expenses related to the February 2024 Dutch Auction Tender Offer.

On May 17, 2024, MSC Income Fund commenced a modified “Dutch Auction” tender offer (the “May 2024 Dutch Auction Tender Offer”) pursuant to the Offer to Purchase, dated May 17, 2024, which expired on June 20, 2024. Pursuant to the May 2024 Dutch Auction Tender Offer, MSC Income Fund repurchased 333,333 shares on June 25, 2024 at a price of $6.00 per share for an aggregate cost of $2.0 million, excluding fees and expenses related to the May 2024 Dutch Auction Tender Offer.

For the three months ended September 30, 2024 and 2023, MSC Income Fund funded $4.0 million and $4.2 million, respectively, for shares of its common stock tendered for repurchase under the share repurchase program. For the three months ended September 30, 2024, MSC Income Fund did not tender any shares of its common stock for repurchase through its Dutch auction tender offers. For the three months ended September 30, 2023, MSC Income Fund funded $2.8 million for shares of its common stock tendered for repurchase through its Dutch auction tender offers. For the nine months ended September 30, 2024 and 2023, MSC Income Fund funded $12.3 million and $12.5 million, respectively, for shares of its common stock tendered for repurchase under the share repurchase program. For the nine months ended September 30, 2024 and 2023, MSC Income Fund funded $4.5 million and $5.1 million, respectively, for shares of its common stock tendered for repurchase through its Dutch auction tender offers.

Since the reinstatement of its share repurchase program in March 2021, after briefly suspending it during the COVID-19 pandemic, through September 30, 2024, MSC Income Fund has funded the repurchase of $54.9 million in shares of common stock under the share repurchase program. MSC Income Fund has also purchased $12.3 million in shares of common stock through its various Dutch auction tender offers completed from June 2023 through September 30, 2024.

NOTE H — DIVIDEND REINVESTMENT PLAN

MSC Income Fund’s dividend reinvestment plan (the “DRIP”) provides for the reinvestment of dividends on behalf of its stockholders. As a result, if MSC Income Fund declares a cash dividend, its 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, 2024 and 2023 is as follows:

			Nine Months Ended September 30,
			2024						2023
			(dollars in thousands)
DRIP participation			$	13,578					$	13,864
Shares issued for DRIP			1,706,763						1,767,289

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

NOTE I — COMMITMENTS AND CONTINGENCIES

As of September 30, 2024, MSC Income Fund had the following outstanding commitments (in thousands):

Investments with equity capital commitments that have not yet funded:						Amount
HPEP 3, L.P.						1,308
Brightwood Capital Fund III, LP						22
Total Equity Commitments (1)						$	1,330
Investments with commitments to fund revolving loans that have not been fully drawn or term loans with additional commitments not yet funded:
Computer Data Source, LLC						$	6,250
HEADLANDS OP-CO LLC						5,000
CQ Fluency, LLC						4,500
Mako Steel, LP						4,057
Insight Borrower Corporation (Industrial Physics)						3,888
ZRG Partners, LLC						3,718
Winter Services LLC						3,333
Hornblower Sub, LLC						2,432
JDC Power Services, LLC						2,105
BP Loenbro Holdings Inc.						1,798
Ansira Partners II, LLC						1,756
SI East, LLC (Stavig)						1,750
American Health Staffing Group, Inc.						1,667
Creative Foam Corporation						1,562
Burning Glass Intermediate Holding Company, Inc.						1,549
Bluestem Brands, Inc.						1,428
Titan Meter Midco Corp.						1,384
IG Parent Corporation (Infogain)						1,361
Power System Solutions						1,330
Buca C, LLC						1,321
Bettercloud, Inc.						1,216
Bond Brand Loyalty ULC						900
Imaging Business Machines, L.L.C.						890
Garyline, LLC						840
VVS Holdco LLC						800
Cody Pools, Inc.						786
PurgeRite, LLC						781
NinjaTrader, LLC						750
Sales Performance International, LLC						630
Centre Technologies Holdings, LLC						600
IG Investor, LLC (Ira Green)						600
South Coast Terminals Holdings, LLC						589
Obra Capital, Inc.						521
Coregistics Buyer LLC (Belvika)						513
AVEX Aviation Holdings, LLC						512
NexRev LLC						510

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

The Affiliati Network, LLC						500
Wall Street Prep, Inc.						500
Island Pump and Tank, LLC						456
Microbe Formulas, LLC						434
CaseWorthy, Inc.						400
Johnson Downie Opco, LLC						400
Chamberlin Holding LLC						400
Trantech Radiator Topco, LLC						400
Colonial Electric Company LLC						400
Pinnacle TopCo, LLC						400
ArborWorks, LLC						382
Escalent, Inc.						349
Gamber-Johnson Holdings, LLC						300
Clad-Rex Steel, LLC						300
Roof Opco (Apple Roof), LLC						292
Career Team Holdings, LLC						225
SPAU Holdings, LLC						220
MetalForming AcquireCo, LLC						205
ASK (Analytical Systems Keco Holdings, LLC)						200
Mystic Logistics Holdings, LLC						200
Orttech Holdings, LLC						200
Batjer TopCo, LLC						180
PTL US Bidco, Inc						177
Mini Melts of America, LLC						150
ATS Operating, LLC						145
Elgin AcquireCo, LLC						123
Channel Partners Intermediateco, LLC						105
GRT Rubber Technologies LLC						100
LL Management, Inc.(Lab Logistics)						100
Gulf Publishing Holdings, LLC						100
AAC Holdings, Inc.						71
Inspire Aesthetics Management, LLC						43
Invincible Boat Company, LLC.						42
Total Loan Commitments						$	72,126
Total Commitments						$	73,456

____________________

(1)This table excludes commitments related to one additional Other Portfolio investment for which the investment period has expired and remaining commitments may only be drawn to pay fund expenses or for follow on investments in existing portfolio companies. The Company does not expect any material future capital to be called on its commitment to this investment to pay fund expenses, and based on representations from the fund manager, the Company does not expect any further capital will be called on its commitment for follow on investments. As a result, the Company has excluded those commitments from this table.

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, 2024.

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

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 who are not “interested” persons (as defined by the 1940 Act) of MSC Income Fund or the Adviser, on July 17, 2024.

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 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.

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

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Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

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 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, 2024 and 2023, MSC Income Fund incurred base management fees of $5.3 million and $5.0 million, respectively. For the three months ended September 30, 2024 and 2023, MSC Income Fund incurred subordinated incentive fees on income of $2.1 million and $2.6 million, respectively. For each of the three months ended September 30, 2024 and 2023, MSC Income Fund did not incur any capital gains incentive fees. For the nine months ended September 30, 2024 and 2023, MSC Income Fund incurred base management fees of $15.5 million and $14.8 million, respectively. For the nine months ended September 30, 2024 and 2023, MSC Income Fund incurred subordinated incentive fees on income of $9.4 million and $8.9 million, respectively. For each of the nine months ended September 30, 2024 and 2023, 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, 2024 and 2023, MSC Income Fund incurred Internal Administrative Services expenses before expense waivers of $2.4 million and $2.2 million, respectively. For the three months ended September 30, 2024 and 2023, the Adviser waived the reimbursements of Internal Administrative Services expenses of $2.2 million and $2.0 million, respectively. For the nine months ended September 30, 2024 and 2023, MSC Income Fund incurred Internal Administrative Services expenses before expense waivers of $7.2 million and $6.8 million, respectively. For the nine months ended September 30, 2024 and 2023, the Adviser waived the reimbursements of Internal Administrative Services expenses of $6.7 million and $6.3 million, respectively. Waived Internal Administrative Services expenses are permanently waived and are not subject to future reimbursement.

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

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. For the three months ended June 30, 2023, MSC Income Fund reimbursed HMS Adviser $0.1 million in connection with stock issuances. MSC Income Fund’s reimbursement obligation to HMS Adviser for organizational and offering expenses was fully repaid as of June 30, 2023.

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 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.

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MSC INCOME FUND, INC.

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

5.    Other Related Party Transactions

On August 1, 2024, the Company sold 250,627 shares of its common stock to Main Street at $7.98 per share, the price at which the Company issued new shares in connection with reinvestments of the August 1, 2024 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 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.

NOTE K — SUBSEQUENT EVENTS

Our management has evaluated subsequent events through the date of issuance of the consolidated financial statements, and identified the following to report:

On November 1, 2024, the Company repurchased 512,730 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 26, 2024. The shares were repurchased at a price of $7.74 per share, which was the Company’s NAV per share as of November 1, 2024, for an aggregate purchase price of $4.0 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, 2024 dividend payment).

On November 8, 2024, the Company entered into an amendment to the Corporate Facility to, among other things: (i) extend the revolving period from September 2025 to November 2028, (ii) extend the final maturity date from March 2026 to May 2029 and (iii) reduce the interest rate, subject to MSC Income Fund’s election to (a) SOFR plus 2.05% or (b) the base rate plus 1.05%.

On November 13, 2024, the Board of Directors declared a quarterly dividend of $0.18 per share payable on January 31, 2025 to stockholders of record as of December 31, 2024.

The Company has scheduled a special meeting of stockholders on December 2, 2024 to consider a series of proposals that the Company believes will position it to potentially effect a listing of the Company’s shares of common stock on a national securities exchange (such as the New York Stock Exchange) (a “Listing”) if and when market conditions make it desirable to do so and it is otherwise in the Company’s best interest. On November 13, 2024, the Board of Directors, including the independent directors, unanimously approved suspending the Company’s share repurchase program in anticipation of a Listing and the opportunity for enhanced liquidity a Listing is expected to provide the Company’s stockholders. The share repurchase program will ultimately terminate upon a Listing.

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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, 2024

(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, 2023 Fair Value						Gross Additions (3)						Gross Reductions (4)						September 30, 2024 Fair Value (13)
Control Investments
Copper Trail Fund Investments															LP Interests (CTMH, LP)						(9)						$	—					$	—					$	—					$	568					$	—					$	38					$	530
GRT Rubber Technologies LLC			11.35%			SF+			6.00%						Secured Debt (12)						(8)						—						4						123						1,182						368						—						1,550
			13.35%			SF+			8.00%						Secured Debt						(8)						—						(37)						2,080						19,944						37						37						19,944
															Member Units						(8)						—						—						93						21,890						—						—						21,890
Harris Preston Fund Investments															LP Interests (2717 MH, L.P.)						(8)						57						2,769						278						6,050						2,826						57						8,819
Volusion, LLC			10.00%												Secured Debt						(8)						—						—						69						900						—						—						900
															Preferred Member Units						(8)						—						—						—						—						—						—						—
															Preferred Member Units						(8)						—						1,895						—						3,110						1,895						1,805						3,200
															Preferred Member Units						(8)						—						—						—						—						—						—						—
															Common Stock						(8)						—						—						—						—						—						—						—
Other Amounts related to investments transferred to or from other 1940 Act classification during the period																											—						—						—						—						—						—						—
Total Control Investments																											$	57					$	4,631					$	2,643					$	53,644					$	5,126					$	1,937					$	56,833
Affiliate Investments
Analytical Systems Keco Holdings, LLC															Secured Debt (12)						(8)						—						—						4						54						—						54						—
			13.75%												Secured Debt						(8)						—						—						138						1,020						79						75						1,024
															Preferred Member Units						(8)						—						—						—						—						—						—						—
															Preferred Member Units						(8)						—						220						—						1,210						220						—						1,430
															Warrants						(8)						—						—						—						—						—						—						—
Barfly Ventures, LLC															Member Units						(5)						—						407						—						1,380						407						—						1,787
Batjer TopCo, LLC			10.00%												Secured Debt (12)						(8)						—						(1)						3						—						50						1						49
			10.00%												Secured Debt (12)						(8)						—						—						2						30						—						—						30
			10.00%												Secured Debt						(8)						—						(15)						93						1,175						4						15						1,164
															Preferred Stock						(8)						—						(110)						71						680						—						110						570
Brewer Crane Holdings, LLC			15.35%			SF+			10.00%						Secured Debt						(9)						—						—						158						1,374						4						93						1,285
															Preferred Member Units						(9)						—						(40)						23						1,400						—						40						1,360
Centre Technologies Holdings, LLC						SF+			10.00%						Secured Debt (12)						(8)						—						—						2						—						—						—						—
			15.35%			SF+			10.00%						Secured Debt						(8)						—						54						550						—						5,494						378						5,116
															Secured Debt						(8)						—						(29)						84						4,394						—						4,394						—
															Preferred Member Units						(8)						—						230						23						2,760						230						—						2,990
Chamberlin Holding LLC						SF+			6.00%						Secured Debt (12)						(8)						—						(17)						18						—						17						17						—
			13.36%			SF+			8.00%						Secured Debt						(8)						—						(1)						401						3,905						1						1						3,905
															Member Units						(8)						—						300						969						7,330						300						—						7,630
															Member Units						(8)						—						90						17						715						90						—						805
Charps, LLC															Preferred Member Units						(5)						—						(20)						121						3,920						—						20						3,900
Clad-Rex Steel, LLC															Secured Debt (12)						(5)						—						—						1						—						—						—						—
			10.00%												Secured Debt						(5)						—						37						176						2,103						30						350						1,783

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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, 2024

(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, 2023 Fair Value						Gross Additions (3)						Gross Reductions (4)						September 30, 2024 Fair Value (13)
			10.00%												Secured Debt						(5)						—						—						19						251						—						7						244
															Member Units						(5)						—						910						146						1,300						910						—						2,210
															Member Units						(5)						—						(45)						—						282						—						45						237
Cody Pools, Inc.															Secured Debt (12)						(8)						—						1						6						—						236						236						—
			12.50%												Secured Debt						(8)						—						(6)						660						7,111						5						404						6,712
															Preferred Member Units						(8)						—						(630)						392						18,120						—						630						17,490
Colonial Electric Company LLC															Secured Debt (12)						(6)						—						—						2						—						—						—						—
			12.00%												Secured Debt						(6)						—						73						469						5,407						105						1,456						4,056
															Preferred Member Units						(6)						—						(360)						360						600						—						600						—
															Preferred Member Units						(6)						—						1,360						560						1,920						1,360						—						3,280
Compass Systems & Sales, LLC															Secured Debt						(5)						—						—						18						—						583						600						(17)
			13.50%												Secured Debt						(5)						—						—						461						4,175						19						—						4,194
															Preferred Equity						(5)						—						117						45						1,863						117						—						1,980
Datacom, LLC			7.50%												Secured Debt						(8)						—						—						3						49						50						60						39
			10.00%												Secured Debt						(8)						—						7						86						844						24						23						845
															Preferred Member Units						(8)						—						30						—						10						30						—						40
Digital Products Holdings LLC			15.25%			SF+			10.00%						Secured Debt						(5)						—						—						410						3,673						12						482						3,203
															Preferred Member Units						(5)						—						—						38						2,459						—						—						2,459
Direct Marketing Solutions, Inc.															Secured Debt						(9)						—						(1)						10						217						301						518						—
			14.00%												Secured Debt						(9)						—						(11)						529						5,002						11						262						4,751
															Preferred Stock						(9)						—						(360)						—						5,180						—						360						4,820
Flame King Holdings, LLC															Preferred Equity						(9)						—						1,970						808						6,970						1,970						—						8,940
Freeport Financial Funds															LP Interests (Freeport First Lien Loan Fund III LP)						(5)						—						193						38						3,705						193						2,005						1,893
Gamber-Johnson Holdings, LLC						SF+			7.00%						Secured Debt (12)						(5)						—						—						1						—						—						—						—
			10.00%			SF+			7.00%						Secured Debt						(5)						—						(50)						1,036						13,520						50						1,450						12,120
															Member Units						(5)						—						2,660						1,352						24,180						2,660						—						26,840
GFG Group, LLC			8.00%												Secured Debt						(5)						—						(14)						153						2,336						14						304						2,046
															Preferred Member Units						(5)						—						(230)						323						2,870						—						230						2,640
Gulf Publishing Holdings, LLC						SF+			9.50%						Secured Debt (12)						(8)						—						—						—						—						—						—						—
			12.50%									12.50%			Secured Debt						(8)						—						(220)						19						571						—						220						351
															Preferred Equity						(8)						—						(620)						—						620						—						620						—
															Member Units						(8)						—						—						—						—						—						—						—
HPEP 3, L.P.															LP Interests (HPEP 3, L.P.) (12)						(8)						—						247						—						4,225						247						—						4,472
IG Investor, LLC			13.00%												Secured Debt (12)						(6)						—						—						17						(27)						405						—						378
			13.00%												Secured Debt						(6)						—						—						948						9,069						48						330						8,787
															Common Equity						(6)						—						120						—						3,600						120						—						3,720
Independent Pet Partners Intermediate Holdings, LLC															Common Equity						(6)						—						970						—						6,320						970						—						7,290
Integral Energy Services			13.09%			SF+			7.50%						Secured Debt						(8)						—						273						1,633						16,232						342						1,835						14,739
			10.00%									10.00%			Preferred Equity						(8)						—						153						24						350						177						—						527
															Common Stock						(8)						—						450						38						190						450						—						640
Kickhaefer Manufacturing Company, LLC			12.00%												Secured Debt						(5)						—						—						429						4,933						6						800						4,139
			9.00%												Secured Debt						(5)						—						—						66						951						41						8						984
															Preferred Equity						(5)						—						640						—						2,420						640						—						3,060

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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, 2024

(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, 2023 Fair Value						Gross Additions (3)						Gross Reductions (4)						September 30, 2024 Fair Value (13)
															Member Units						(5)						—						(60)						24						683						—						60						623
MH Corbin Holding LLC			14.00%												Secured Debt						(5)						—						(871)						139						1,256						—						911						345
															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)						—						4						110						1,436						—						—						1,436
															Common Stock						(6)						—						(68)						735						6,598						—						68						6,530
Nello Industries Investco, LLC			11.75%			SF+			6.50%						Secured Debt						(5)						—						—						126						—						4,188						600						3,588
			13.50%												Secured Debt						(5)						—						—						293						—						6,609						—						6,609
															Common Equity						(5)						—						—						55						—						3,030						—						3,030
NexRev LLC			10.00%												Secured Debt (12)						(8)						—						—						25						—						790						300						490
			10.00%												Secured Debt						(8)						—						6						198						2,435						18						—						2,453
															Preferred Member Units						(8)						—						870						161						1,590						870						—						2,460
NuStep, LLC			11.85%			SF+			6.50%						Secured Debt						(5)						—						—						83						899						1						—						900
			12.00%												Secured Debt						(5)						—						—						424						4,606						3						—						4,609
															Preferred Member Units						(5)						—						92						—						2,310						350						—						2,660
															Preferred Member Units						(5)						—						20						—						1,290						150						—						1,440
Oneliance, LLC						SF+			10.00%						Secured Debt						(7)						—						7						142						1,339						21						1,360						—
															Preferred Stock						(7)						—						268						—						282						268						—						550
Orttech Holdings, LLC						SF+			11.00%						Secured Debt (12)						(5)						—						(1)						1						—						1						1						—
			16.35%			SF+			11.00%						Secured Debt						(5)						—						(17)						705						5,510						17						37						5,490
															Preferred Stock						(5)						—						(590)						97						4,260						—						590						3,670
Pinnacle TopCo, LLC															Secured Debt (12)						(8)						—						8						4						105						10						115						—
			13.00%												Secured Debt						(8)						—						152						783						7,472						188						400						7,260
															Preferred Equity						(8)						—						1,205						430						3,135						1,205						—						4,340
RA Outdoors LLC			11.59%			SF+			6.75%			11.59%			Secured Debt						(8)						—						(70)						27						745						481						36						1,190
			11.59%			SF+			6.75%			11.59%			Secured Debt						(8)						—						(737)						284						12,089						448						96						12,441
															Common Equity						(8)						—						—						—						—						—						—						—
Robbins Bros. Jewelry, Inc.												10.00%			Secured Debt						(9)						—						—						1						(6)						1						—						(5)
			12.50%									10.00%			Secured Debt						(9)						—						(1,662)						123						3,421						5						1,713						1,713
															Preferred Equity						(9)						—						—						—						—						—						—						—
SI East, LLC			11.75%												Secured Debt (12)						(7)						—						—						64						375						750						375						750
															Secured Debt						(7)						—						(161)						947						18,179						—						18,179						—
			12.63%												Secured Debt						(7)						—						22						1,213						—						22,554						—						22,554
															Preferred Member Units						(7)						—						(1,000)						665						6,390						—						1,000						5,390
Student Resource Center, LLC			8.50%									8.50%			Secured Debt						(6)						—						(1,717)						—						3,543						—						1,717						1,826
															Preferred Equity						(6)						—						—						—						—						—						—						—
			8.50%									8.50%			Secured Debt						(6)						—						—						1						—						223						—						223
Tedder Industries, LLC			12.00%									12.00%			Secured Debt						(9)						—						—						14						432						—						—						432
			12.00%									12.00%			Secured Debt						(9)						—						(2,401)						115						3,565						—						2,401						1,164
															Preferred Member Units						(9)						—						—						—						—						—						—						—
															Preferred Member Units						(9)						—						—						—						—						—						—						—

88

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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, 2024

(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, 2023 Fair Value						Gross Additions (3)						Gross Reductions (4)						September 30, 2024 Fair Value (13)
															Preferred Member Units						(9)						—						—						—						—						—						—						—
Trantech Radiator Topco, LLC															Secured Debt (12)						(7)						—						—						1						—						—						—						—
			13.50%												Secured Debt						(7)						—						15						204						1,980						—						—						1,980
															Common Stock						(7)						—						(800)						22						3,180						—						800						2,380
VVS Holdco LLC						SF+			6.00%						Secured Debt (12)						(5)						—						—						3						—						—						—						—
			11.50%												Secured Debt						(5)						—						—						638						6,926						36						290						6,672
															Preferred Equity						(5)						—						—						80						3,060						—						—						3,060
Other Amounts related to investments transferred to or from other 1940 Act classification during the period																											—						—						—						(12,834)						—						—						—
Total Affiliate investments																											$	—					$	1,166					$	22,891					$	291,279					$	61,239					$	50,162					$	315,190

_________________________

(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, 2024 for affiliate investments located in this region was $118,398. This represented 19.1% of net assets as of September 30, 2024.

(6)Portfolio company located in the Northeast region as determined by location of the corporate headquarters. The fair value as of September 30, 2024 for affiliate investments located in this region was $37,526. This represented 6.1% of net assets as of September 30, 2024.

(7)Portfolio company located in the Southeast region as determined by location of the corporate headquarters. The fair value as of September 30, 2024 for affiliate investments located in this region was $33,604. This represented 5.4% of net assets as of September 30, 2024.

89

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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, 2024

(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, 2024 for control investments located in this region was $56,303. This represented 9.1% of net assets as of September 30, 2024. The fair value as of September 30, 2024 for affiliate investments located in this region was $101,202. This represented 16.4% of net assets as of September 30, 2024.

(9)Portfolio company located in the West region as determined by location of the corporate headquarters. The fair value as of September 30, 2024 for control investments located in this region was $530. This represented 0.1% of net assets as of September 30, 2024. The fair value as of September 30, 2024 for affiliate investments located in this region was $24,460. This represented 4.0% of net assets as of September 30, 2024.

(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, 2024 (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.

90

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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, 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						—						—						—						—
			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

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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)
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
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

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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)
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
															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)

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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)
			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.

(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.

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MSC INCOME FUND, INC.

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

September 30, 2023

(dollars in thousands)

(unaudited)

(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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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 this Quarterly Report on Form 10-Q, if any, and discussed in Item 1A entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission (“SEC”) on March 8, 2024 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, 2023, 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, 2023, as well as the consolidated financial statements (unaudited) and notes to the consolidated financial statements (unaudited) contained in this report.

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LIQUIDITY AND CAPITAL RESOURCES

Cash Flows

For the nine months ended September 30, 2024, we realized a net increase in cash and cash equivalents of $18.1 million as the result of $13.4 million of cash used in our operating activities, partially offset by $31.5 million of cash provided by our financing activities.

The $13.4 million of cash used in our operating activities resulted primarily from (i) the funding of new portfolio investments of $253.9 million and (ii) $0.9 million in cash flows related to changes in other assets and liabilities, partially offset by (i) cash proceeds totaling $209.5 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 $34.5 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.

The $31.5 million of cash provided by our financing activities principally consisted of (i) $71.0 million net cash borrowings related to our Credit Facilities and (ii) $7.0 million cash proceeds related to common stock issuance, partially offset by (i) $29.7 million in cash dividends paid to stockholders and (ii) $16.8 million for the repurchases of our common stock.

Share Repurchases

We maintain a share repurchase program whereby we make quarterly offers to purchase shares at the estimated NAV per share, as determined within 48 hours prior to the repurchase date. The amount of shares of our common stock to be repurchased during any calendar quarter may be equal to the lesser of (i) the number of shares of common stock we could repurchase with the proceeds we received from the issuance of common stock under our dividend reinvestment plan (the “DRIP”) or (ii) 2.5% of the weighted-average number of shares of common stock outstanding in the prior four calendar quarters. Repurchase offers are currently limited to the number of shares of our common stock we can repurchase with 90% of the cash retained as a result of issuances of common stock under the DRIP.

On February 5, 2024, we commenced a $2.5 million modified “Dutch Auction” tender offer (the “February 2024 Dutch Auction Tender Offer”) pursuant to the Offer to Purchase, dated February 5, 2024, which expired on March 4, 2024.

On May 17, 2024, we commenced a $2.0 million modified “Dutch Auction” tender offer (the “May 2024 Dutch Auction Tender Offer”) pursuant to the Offer to Purchase, dated May 17, 2024, which expired on June 20, 2024.

See Item 2. Unregistered Sales of Equity Securities and Use of Proceeds in this Quarterly Report on Form 10-Q for more information regarding repurchases of our common stock during the three months ended September 30, 2024.

Capital Resources

As of September 30, 2024, we had $48.9 million in cash and cash equivalents and $58.3 million of unused capacity under the Credit Facilities, which we maintain to support our investment and operating activities. As of September 30, 2024, our NAV totaled $618.5 million, or $7.69 per share.

As of September 30, 2024, we had $147.0 million outstanding and $18.0 million of undrawn commitments under our floating rate multi-year revolving credit facility (the “Corporate Facility”) and $259.7 million outstanding and $40.3 million of undrawn commitments under our special purpose vehicle revolving credit facility (the “SPV Facility” and, together with the Corporate Facility, the “Credit Facilities”), both of which we estimated approximated fair value. Availability under our Credit Facilities is subject to certain leverage 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

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150% if certain requirements are met in the future). This requirement limits the amount that we may borrow. As of September 30, 2024, our BDC asset coverage ratio was 211%. 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 and LMM portfolio investments. Marketable securities and idle funds investments generally consist of money market funds and certificates of deposit with financial institutions.

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 capital and involve, to varying degrees, elements of liquidity and credit risk in excess of the amount recognized in the Consolidated Balance Sheets. As of September 30, 2024, we had a total of $73.5 million in outstanding commitments comprised of (i) 69 commitments to fund revolving loans that had not been fully drawn or term loans with additional commitments not yet funded and (ii) two equity capital commitments that had not been fully called.

Contractual Obligations

As of September 30, 2024, we had $556.7 million in total borrowings outstanding under our Credit Facilities and Series A Notes. The Corporate Facility was scheduled to mature on March 1, 2026. See Note K — Subsequent Events included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q for details on the related

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amendment. 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, 2024 is as follows:

			2024						2025						2026						2027						2028						Thereafter						Total
			(dollars in thousands)
SPV Facility(1)			$	—					$	—					$	—					$	—					$	259,688					$	—					$	259,688
Series A Notes			—						—						150,000						—						—						—						150,000
Interest due on Series A Notes			3,030						6,060						6,060						—						—						—						15,150
Corporate Facility(2)			—						—						147,000						—						—						—						147,000
Total			$	3,030					$	6,060					$	303,060					$	—					$	259,688					$	—					$	571,838

_________________

(1)As of September 30, 2024, $40.3 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, 2024, $18.0 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, 2024, we repurchased 512,730 shares of our 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 26, 2024. We repurchased the shares at a price of $7.74 per share, which was our NAV per share as of November 1, 2024, for an aggregate purchase price of $4.0 million (an amount equal to 90% of the proceeds we received from the issuance of shares under our DRIP from the November 1, 2024 dividend payment).

On November 8, 2024, we entered into an amendment to the Corporate Facility to, among other things: (i) extend the revolving period from September 2025 to November 2028, (ii) extend the final maturity date from March 2026 to May 2029 and (iii) reduce the interest rate, subject to our election to (a) SOFR plus 2.05% or (b) the base rate plus 1.05%.

On November 13, 2024, our Board of Directors declared a quarterly dividend of $0.18 per share payable on January 31, 2025 to stockholders of record as of December 31, 2024.

We have scheduled a special meeting of stockholders on December 2, 2024 to consider a series of proposals that we believe will position us to potentially effect a listing of our shares of common stock on a national securities exchange (such as the New York Stock Exchange) (a “Listing”) if and when market conditions make it desirable to do so and it is otherwise in our best interest. On November 13, 2024, our Board of directors, including the independent directors, unanimously approved suspending our share repurchase program in anticipation of a Listing and the opportunity for enhanced liquidity a Listing is expected to provide our stockholders. The share repurchase program will ultimately terminate upon a Listing.

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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 private (“Private Loan”) companies owned by or in the process of being acquired by a private equity fund (its “Private Loan investment strategy”) and secondarily focused on providing customized long-term debt and equity capital solutions to lower middle market (“LMM”) companies (its “LMM investment strategy”). MSC Income Fund’s portfolio investments are typically made to support leveraged buyouts, recapitalizations, growth financings, refinancings and acquisitions of companies that operate in diverse industry sectors. MSC Income Fund seeks to partner with private equity fund sponsors in its Private Loan investment strategy and primarily invests in secured debt investments of Private Loan companies generally headquartered in the United States. MSC Income Fund also seeks to partner with entrepreneurs, business owners and management teams and generally provides “one-stop” debt and equity financing solutions within its LMM investment strategy. Through its LMM investment strategy, MSC Income Fund primarily invests in secured debt investments, equity investments, warrants and other securities of LMM companies typically based in the United States.

MSC Income Fund also maintains a legacy portfolio of investments in larger middle market (“Middle Market”) companies (its “Middle Market investment portfolio”) and a limited portfolio of other portfolio (“Other Portfolio”) investments. MSC Income Fund’s Middle Market investments are generally debt investments in companies owned by a private equity fund that were originally issued through a syndication financing process. MSC Income Fund has generally stopped making new Middle Market investments and expects its Middle Market investment portfolio to continue to decline in future periods as its existing Middle Market investments are repaid or sold. MSC Income Fund’s Other Portfolio investments primarily consist of investments that are not consistent with the typical profiles for its Private Loan, LMM or Middle Market portfolio investments, including investments in unaffiliated investment companies and private funds managed by third parties. 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

MSIF was formed in November 2011 to operate as an externally managed business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). MSIF has elected to be treated for U.S. federal income tax purposes as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). As a result, MSIF generally does not pay corporate-level U.S. federal income taxes on any net ordinary taxable income or capital gains that it distributes to its stockholders.

On October 28, 2020, MSIF’s stockholders approved the appointment of MSC Adviser I, LLC (the “Adviser”), which is wholly-owned by Main Street Capital Corporation (“Main Street”), a New York Stock Exchange listed BDC, as MSIF’s investment adviser and administrator under an Investment Advisory and Administrative Services Agreement dated October 30, 2020 (the “Investment Advisory Agreement”). In such role, the Adviser has the responsibility to manage the business of MSC Income Fund, including the responsibility to identify, evaluate, negotiate and structure prospective investments, make investment and portfolio management decisions, monitor MSC Income Fund’s Investment Portfolio (as defined below) and provide ongoing administrative services.

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

Unless otherwise noted or the context otherwise indicates, the terms “we,” “us,” “our,” the “Company” and “MSC Income Fund” refer to MSIF and its consolidated subsidiaries, which include the Taxable Subsidiaries and the Structured Subsidiaries.

OVERVIEW OF OUR BUSINESS

Our principal investment objective is to maximize our investment 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 and LMM investment strategies. Our Private Loan investment strategy involves investments in companies that generally have annual revenues between $25 million and $500 million and annual earnings before interest, tax, depreciation and amortization expenses (“EBITDA”) between $7.5 million and $50 million. Our LMM investment strategy involves investments in companies that generally have annual revenues

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between $10 million and $150 million and annual EBITDA between $3 million and $20 million. Our Private Loan and LMM 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, through our Adviser’s strategic relationships with other investment funds on a collaborative basis through investments that are often referred to in the debt markets as “club deals” because of the small lender group size. Our Private Loan investments are typically made in a company owned by or in the process of being acquired by a private equity fund. 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 fund in the equity securities of our Private Loan portfolio companies.

We also 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. We believe that providing customized, “one-stop” financing solutions is important and valuable to LMM portfolio companies. We generally seek to partner directly with entrepreneurs, management teams and business owners in making our LMM 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.

We also maintain a legacy portfolio of investments in larger middle market (“Middle Market”) companies (our “Middle Market investment portfolio”). Our Middle Market investments are generally debt investments in companies owned by private equity funds that were originally issued through a syndication financing process. We have generally stopped making new Middle Market investments and expect our Middle Market investment portfolio to continue to decline in future periods as existing Middle Market investments are repaid or sold. Our Middle Market debt investments generally range in size from $1 million to $20 million, are generally secured by a first priority lien on the assets of the portfolio company and typically have an expected duration of between three and seven years from the original investment date.

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 in unaffiliated investment companies and private funds managed by third parties. In our Other Portfolio, we may incur indirect fees and expenses to third party managers.

The “Investment Portfolio,” as used herein, refers to all of our Private Loan portfolio investments, LMM portfolio investments, Middle Market portfolio investments and Other Portfolio investments.

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 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

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order. The order requires, among other things, that we and our Adviser consider whether each such investment opportunity is appropriate for us, Main Street 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 Main Street, other participating funds and other clients instead of us. However, both we and our Adviser have 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, 2024 and December 31, 2023 (this information excludes Other Portfolio investments, which are discussed further below).

			As of September 30, 2024
			Private Loan						LMM (a)						Middle Market
			(dollars in millions)
Number of portfolio companies			84						55						11
Fair value			$	679.9					$	411.0					$	46.1
Cost			$	700.0					$	340.5					$	73.0
Debt investments as a % of portfolio (at cost)			95.6		%				70.8		%				88.9		%
Equity investments as a % of portfolio (at cost)			4.4		%				29.2		%				11.1		%
% of debt investments at cost secured by first priority lien			99.9		%				99.9		%				99.9		%
Weighted-average annual effective yield (b)			12.7		%				13.2		%				14.1		%
Average EBITDA (c)			$	33.2					$	10.0					$	44.3

__________________

(a)As of September 30, 2024, 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 as of September 30, 2024, 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, and are weighted based upon the principal amount of each applicable debt investment as of September 30, 2024. The weighted-average annual effective yield on our debt portfolio as of September 30, 2024 including debt investments on non-accrual status was 12.1% for our Private Loan portfolio, 11.8% for our LMM portfolio and 9.4% 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 two Private Loan portfolio companies, two LMM portfolio companies and one Middle Market portfolio company, as EBITDA is not a meaningful valuation metric for our investments in these portfolio companies, and those portfolio companies whose primary purpose is to own real estate and those portfolio companies whose primary operations have ceased and only residual value remains.

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			As of December 31, 2023
			Private Loan						LMM (a)						Middle Market
			(dollars in millions)
Number of portfolio companies			78						50						16
Fair value			$	595.3					$	387.0					$	86.0
Cost			$	586.4					$	315.7					$	114.7
Debt investments as a % of portfolio (at cost)			94.1		%				70.2		%				93.1		%
Equity investments as a % of portfolio (at cost)			5.9		%				29.8		%				6.9		%
% of debt investments at cost secured by first priority lien			100.0		%				99.9		%				100.0		%
Weighted-average annual effective yield (b)			13.1		%				13.0		%				13.0		%
Average EBITDA (c)			$	30.5					$	8.8					$	74.2

________________

(a)As of December 31, 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 as of December 31, 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, and are weighted based upon the principal amount of each applicable debt investment as of December 31, 2023. The weighted-average annual effective yield on our debt portfolio as of December 31, 2023 including debt investments on non-accrual status was 12.6% for our Private Loan portfolio, 13.0% for our LMM portfolio and 9.9% 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, 2024 and 2023, we achieved an annualized total return on investments of 10.5% and 12.0%, respectively. For the nine months ended September 30, 2024 and 2023, we achieved an annualized total return on investments of 12.4% and 12.9%, respectively. For the year ended December 31, 2023, we achieved a total return on investments of 13.6%. 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, 2024, we had Other Portfolio investments in six entities, spread across four investment managers, collectively totaling $25.7 million in fair value and $19.1 million in cost basis and which comprised 2.2% and 1.7% of our Investment Portfolio at fair value and cost, respectively. As of December 31, 2023, we had Other Portfolio investments in six entities, spread across four investment managers, collectively totaling $24.6 million in fair value and $21.5 million in cost basis and which comprised 2.3% and 2.1% 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.

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

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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 September 30, 2024 and December 31, 2023, our Investment Portfolio valued at fair value represented 95% and 96%, respectively, 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.

Rule 2a-5 under the 1940 Act permits a BDC’s board of directors to designate its executive officers or investment adviser as a valuation designee to determine the fair value for its investment portfolio, subject to the active oversight of the board. 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, 2024 and December 31, 2023 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.

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

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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, 2024 and 2023, (i) 6.7% and 4.6%, respectively, of our total investment income was attributable to PIK interest income not paid currently in cash and (ii) 0.1% of our total investment income in each period was attributable to cumulative dividend income not paid currently in cash. For the nine months ended September 30, 2024 and 2023, (i) 5.4% and 3.9%, respectively, of our total investment income was attributable to PIK interest income not paid currently in cash and (ii) 0.1% of our total investment income in each period 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, 2024 and December 31, 2023 (this information excludes Other Portfolio investments).

Cost:						September 30, 2024						December 31, 2023
First lien debt						87.6		%				86.5		%
Equity						12.1						13.3
Equity warrants						0.3						0.2
						100.0		%				100.0		%

Fair Value:						September 30, 2024						December 31, 2023
First lien debt						80.7		%				78.4		%
Equity						19.1						21.5
Equity warrants						0.2						0.1
						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, 2023 for a more complete discussion of the risks involved with investing in our Investment Portfolio.

PORTFOLIO ASSET QUALITY

Our Adviser utilizes an internally developed investment rating system to rate the performance of each Private Loan, LMM and Middle Market portfolio company and to monitor 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 into consideration various factors, including, but not limited to, 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, 2024, investments on non-accrual status comprised 2.6% of our total Investment Portfolio at fair value and 6.5% at cost. As of December 31, 2023, investments on non-accrual status comprised 1.1% of our total Investment Portfolio at fair value and 4.0% at cost.

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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, 2024 and 2023

Set forth below is a comparison of the results of operations for the three months ended September 30, 2024 and 2023.

			Three Months Ended September 30,												Net Change
			2024						2023						Amount						%
			(dollars in thousands)
Total investment income			$	33,477					$	32,351					$	1,126					3		%
Total expenses, net of expense waivers			(19,295)						(18,229)						(1,066)						6		%
Net investment income			14,182						14,122						60						—		%
Net realized gain from investments			25,372						435						24,937						NM
Net unrealized depreciation from investments			(29,749)						(1,202)						(28,547)						NM
Income tax benefit (provision)			(2,434)						27						(2,461)						NM
Net increase in net assets resulting from operations			$	7,371					$	13,382					$	(6,011)					(45)		%

_________________

NM — Net Change % not meaningful

Investment Income

Total investment income for the three months ended September 30, 2024 was $33.5 million, a 3% increase from the $32.4 million of total investment income for the corresponding period of 2023. The following table provides a summary of the changes in the comparable period activity.

			Three Months Ended September 30,												Net Change
			2024						2023						Amount						%
			(dollars in thousands)
Interest income			$	30,236					$	29,400					$	836					3		%	(a)
Dividend income			2,485						2,399						86						4		%
Fee income			756						552						204						37		%	(b)
Total investment income			$	33,477					$	32,351					$	1,126					3		%	(c)

_________________

(a)The increase in interest income was primarily due to higher average levels of income producing Investment Portfolio debt investments, partially offset by (i) an increase in investments on non-accrual status and (ii) a decrease in interest rates on floating rate Investment Portfolio debt investments primarily resulting from decreases in benchmark index rates.

(b)The increase in fee income was primarily related to increased investment activity.

(c)The total investment income includes $0.5 million of certain income considered less consistent or non-recurring, representing a $0.3 million increase in such income compared to the corresponding period in the prior year.

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Expenses

Total expenses, net of expense waivers, for the three months ended September 30, 2024 were $19.3 million, a 6% increase from $18.2 million in the corresponding period of 2023. The following table provides a summary of the changes in the comparable period activity.

			Three Months Ended September 30,												Net Change
			2024						2023						Amount						%
			(dollars in thousands)
Interest			$	10,374					$	9,403					$	971					10		%	(a)
Base management fees			5,338						4,994						344						7		%
Incentive fees			2,136						2,572						(436)						(17)		%	(b)
Internal administrative services fees			2,368						2,168						200						9		%
General and administrative			1,285						1,106						179						16		%
Total expenses before expense waivers			21,501						20,243						1,258						6		%
Waiver of internal administrative services expenses			(2,206)						(2,014)						(192)						10		%
Total expenses, net of expense waivers			$	19,295					$	18,229					$	1,066					6		%

_________________

(a)The increase in interest expense was primarily related to an increase in average borrowings on our floating rate multi-year revolving Credit Facilities (as defined below in Liquidity and Capital Resources) to fund the growth of our Investment Portfolio.

(b)The decrease in incentive fees was due to the decreased Pre-Incentive Fee Net Investment Income resulting from our less favorable operating results for the three months ended September 30, 2024 compared to the corresponding period prior year.

Net Investment Income

Net investment income for the three months ended September 30, 2024 was relatively unchanged at $14.2 million, or $0.18 per share, compared to net investment income of $14.1 million, or $0.18 per share, for the corresponding period of 2023. The slight increase in net investment income was principally attributable to the increase in total investment income, partially offset by the increase in total expenses, as discussed above. Net investment income per share for the three months ended September 30, 2024 included an insignificant change from income considered less consistent or non-recurring in nature when compared to the prior year.

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 $25.4 million for the three months ended September 30, 2024.

			Three Months Ended September 30, 2024
			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			$	25,514					1						$	—					—						$	—					—						$	23					$	25,537
LMM portfolio			—						—						—						—						—						—						4						4
Middle Market portfolio			—						—						—						—						—						—						(169)						(169)
Other Portfolio			—						—						—						—						—						—						—						—
Total net realized gain (loss)			$	25,514					1						$	—					—						$	—					—						$	(142)					$	25,372

_________________

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

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Net Unrealized Appreciation (Depreciation)

The following table provides a summary of the total net unrealized depreciation of $29.7 million for the three months ended September 30, 2024.

			Three Months Ended September 30, 2024
			Private Loan (a)						LMM (b)						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			$	(25,853)					$	(112)					$	(21)					$	—					$	(25,986)
Net unrealized appreciation (depreciation) relating to portfolio investments			(1,276)						(552)						(2,320)						385						(3,763)
Total net unrealized appreciation (depreciation) relating to portfolio investments			$	(27,129)					$	(664)					$	(2,341)					$	385					$	(29,749)

_________________

(a)The $25.9 million reversal of net unrealized appreciation on the Private Loan investment portfolio is primarily due to a realized gain of $25.5 million on the full exit of one Private Loan portfolio investment.

(b)Includes unrealized appreciation on 25 LMM portfolio investments and unrealized depreciation on 12 LMM portfolio investments.

Income Tax Provision

The income tax provision for the three months ended September 30, 2024 of $2.4 million principally consisted of (i) a current tax provision of $1.6 million, related to a $1.2 million provision for current U.S. federal and state income taxes and a $0.5 million provision for excise tax and (ii) a deferred tax provision of $0.8 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.

The income tax provision for the three months ended September 30, 2023 principally consisted of a deferred tax provision of $0.5 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 $0.4 million related to a $0.3 million provision for current U.S. federal and state income taxes and a $0.1 million provision for excise tax on our estimated undistributed taxable income.

Net Increase in Net Assets Resulting from Operations

The net increase in net assets resulting from operations for the three months ended September 30, 2024 was $7.4 million, or $0.09 per share, compared with $13.4 million, or $0.17 per share, during the three months ended September 30, 2023. 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, 2024 as compared to the three months ended September 30, 2023.

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Comparison of the nine months ended September 30, 2024 and 2023

Set forth below is a comparison of the results of operations for the nine months ended September 30, 2024 and 2023.

			Nine Months Ended September 30,												Net Change
			2024						2023						Amount						%
			(dollars in thousands)
Total investment income			$	101,373					$	96,626					$	4,747					5		%
Total expenses, net of expense waivers			(58,280)						(53,997)						(4,283)						8		%
Net investment income			43,093						42,629						464						1		%
Net realized gain (loss) from investments			23,802						(24,986)						48,788						NM
Net unrealized appreciation (depreciation) from investments			(24,656)						30,415						(55,071)						NM
Income tax provision			(6,150)						(3,189)						(2,961)						93		%
Net increase in net assets resulting from operations			$	36,089					$	44,869					$	(8,780)					(20)		%

_________________

NM     Net change % not meaningful

Investment Income

Total investment income for the nine months ended September 30, 2024 was $101.4 million, a 5% increase from the $96.6 million of total investment income for the corresponding period of 2023. The following table provides a summary of the changes in the comparable period activity.

			Nine Months Ended September 30,												Net Change
			2024						2023						Amount						%
			(dollars in thousands)
Interest income			$	88,154					$	86,791					$	1,363					2		%	(a)
Dividend income			8,964						7,862						1,102						14		%	(b)
Fee income			4,255						1,973						2,282						116		%	(c)
Total investment income			$	101,373					$	96,626					$	4,747					5		%	(d)

_________________

(a)The increase in interest income was primarily due to (i) higher average levels of income producing Investment Portfolio debt investments and (ii) an increase in interest rates on floating rate Investment Portfolio debt investments primarily resulting from increases in benchmark index rates, partially offset by an increase in investments on non-accrual status.

(b)The increase in dividend income from Investment Portfolio equity investments was primarily a result of an increase of $1.8 million in dividend income from certain of our LMM portfolio companies, partially offset by a decrease of $0.4 million in dividend income from certain of our Private Loan portfolio companies.

(c)The increase in fee income was primarily related to (i) a $1.8 million increase in fees received from the refinancing and prepayment of debt investments and (ii) a $0.5 million increase in fees related to increased investment activity.

(d)The increase in total investment income includes a net increase of $0.9 million in certain income considered less consistent or non-recurring, including a $1.9 million increase in such fee income, partially offset by (i) a $0.6 million decrease in accelerated interest income from accelerated prepayment, repricing and other activity related to certain Investment Portfolio debt investments and (ii) a $0.4 million decrease in dividend income.

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Expenses

Total expenses, net of fee and expense waivers, for the nine months ended September 30, 2024 were $58.3 million, an 8% increase from $54.0 million in the corresponding period of 2023. The following table provides a summary of the changes in the comparable period activity.

			Nine Months Ended September 30,												Net Change
			2024						2023						Amount						%
			(dollars in thousands)
Interest			$	29,470					$	26,599					$	2,871					11		%	(a)
Base management fees			15,545						14,761						784						5		%	(b)
Incentive fees			9,364						8,891						473						5		%
Internal administrative services fees			7,155						6,752						403						6		%
General and administrative			3,424						3,291						133						4		%
Total expenses before expense waivers			64,958						60,294						4,664						8		%
Waiver of internal administrative services expenses			(6,678)						(6,297)						(381)						6		%
Total expenses, net of expense waivers			$	58,280					$	53,997					$	4,283					8		%

_________________

(a)The increase in interest expense was primarily related to (i) increased weighted-average interest rates on our Credit Facilities based upon the increases in benchmark index rates for these floating rate obligations and (ii) higher weighted-average outstanding borrowings required to fund the growth in our Investment Portfolio.

(b)The increase in base management fees was due to an increase in average total assets subject to the base management fee.

Net Investment Income

Net investment income for the nine months ended September 30, 2024 increased 1% to $43.1 million, or $0.54 per share, compared to net investment income of $42.6 million, or $0.53 per share, for the corresponding period of 2023. The increase in net investment income was attributable to the increase in total investment income, partially offset by the increase in total expenses, both as discussed above. The increase in net investment income and net investment income per share includes a $0.9 million, or $0.01 per share, increase in investment income considered to be less consistent or non-recurring, as discussed above.

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 $23.8 million for the nine months ended September 30, 2024.

			Nine Months Ended September 30, 2024
			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			$	24,832					2						$	—					—						$	(595)					1						$	27					$	24,264
LMM portfolio			—						—						2,591						1						—						—						157						2,748
Middle Market portfolio			—						—						(2,325)						1						(773)						1						(169)						(3,267)
Other Portfolio			—						—						—						—						—						—						57						57
Total net realized gain (loss)			$	24,832					2						$	266					2						$	(1,368)					2						$	72					$	23,802

_________________

(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.

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Net Unrealized Appreciation (Depreciation)

The following table provides a summary of the total net unrealized depreciation of $24.7 million for the nine months ended September 30, 2024.

			Nine Months Ended September 30, 2024
			Private Loan (a)						LMM (b)						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			$	(25,129)					$	(3,116)					$	2,998					$	(56)					$	(25,303)
Net unrealized appreciation (depreciation) relating to portfolio investments			(3,998)						2,349						(1,248)						3,544						647
Total net unrealized appreciation (depreciation) relating to portfolio investments			$	(29,127)					$	(767)					$	1,750					$	3,488					$	(24,656)

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(a)The $25.1 million reversal of net unrealized appreciation on the Private Loan investment portfolio is primarily due to a realized gain of $25.5 million on the full exit of one Private Loan portfolio investment.

(b)Includes unrealized appreciation on 28 LMM portfolio investments and unrealized depreciation on 17 LMM portfolio investments.

Income Tax Benefit (Provision)

The income tax provision for the nine months ended September 30, 2024 of $6.2 million principally consisted of (i) a deferred tax provision of $3.6 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 $2.5 million related to a $2.0 million provision for current federal and state income taxes and a $0.5 million provision for excise tax on our estimated undistributed taxable income.

The income tax provision for the nine months ended September 30, 2023 of $3.2 million 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 a $0.4 million provision for excise tax on our estimated undistributed taxable income.

Net Increase in Net Assets Resulting from Operations

The net increase in net assets resulting from operations for the nine months ended September 30, 2024 was $36.1 million, or $0.45 per share, compared with $44.9 million, or $0.56 per share, during the nine months ended September 30, 2023. 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, 2024 as compared to the nine months ended September 30, 2023.

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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 SOFR and Prime rates, to the extent that any debt investments include floating interest rates. See 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, 2023 for more information regarding risks associated with our debt investments and borrowings that utilize 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, 2024, 77% of our debt Investment Portfolio (at cost) bore interest at floating rates, 96% of which were subject to contractual minimum interest rates. As of September 30, 2024, 27% 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, 2024, 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 expects 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, 2024. The pro forma changes in incentive fee expense are calculated based upon the actual incentive fee expense for the third quarter of 2024 on an annualized basis, as adjusted for the pro forma changes in Pre-Incentive Fee Net Investment Income.

Basis Point Change						Increase (Decrease) in Interest Income						(Increase) Decrease in Interest Expense						Increase (Decrease) in Pre Incentive Fee Net Investment Income						(Increase) Decrease in Incentive Fee Expense						Increase (Decrease) in Net Investment Income						Increase (Decrease) in Net Investment Income per Share
						(dollars in thousands, except per share amounts)
(200)						$	(14,441)					$	8,134					$	(6,307)					$	6,307					$	—					$	—
(175)						(12,616)						7,117						(5,499)						5,499						—						—
(150)						(10,810)						6,100						(4,710)						4,710						—						—
(125)						(9,004)						5,084						(3,920)						3,920						—						—
(100)						(7,197)						4,067						(3,130)						3,130						—						—
(75)						(5,394)						3,050						(2,344)						2,344						—						—
(50)						(3,596)						2,033						(1,563)						1,563						—						—
(25)						(1,798)						1,017						(781)						781						—						—
25						1,798						(1,017)						781						(781)						—						—
50						3,598						(2,033)						1,565						(1,565)						—						—
75						5,399						(3,050)						2,349						(2,349)						—						—
100						7,201						(4,067)						3,134						(3,134)						—						—
125						9,002						(5,084)						3,918						(3,918)						—						—
150						10,804						(6,100)						4,704						(4,704)						—						—
175						12,605						(7,117)						5,488						(5,488)						—						—
200						14,407						(8,134)						6,273						(5,765)						508						0.01

Although we believe that this analysis is indicative of the impact of interest rate changes to our Net Investment Income as of September 30, 2024, 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 SOFR and Prime rate changes would be effective on the first day of the period. However, the contractual 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, 2024 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 Item 1A. Risk Factors in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 that we filed with the SEC on March 8, 2024, 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, 2023.

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

Sales of Unregistered Securities

During the three months ended September 30, 2024, we issued 557,919 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 “Securities Act”). The aggregate value of the shares of common stock issued during the three months ended September 30, 2024 under the dividend reinvestment plan was $4.5 million.

Issuer Purchases of Equity Securities

The following chart summarizes repurchases of our common stock for the three months ended September 30, 2024.

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, 2024						—						—						—						N/A
August 1 through August 31, 2024 (a)						514,997						$	7.83					514,997						N/A
September 1 through September 30, 2024						—						—						—						N/A
Total						514,997												514,997

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(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).

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Item 5. Other Information

Rule 10b5-1 Trading Plans

During the fiscal quarter ended September 30, 2024, none of our directors or officers adopted or terminated any contract, instruction or written plans for the purchase or sale of our securities to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

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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*						Eighth Amendment to Amended and Restated Senior Secured Revolving Credit Agreement, dated as of November 8, 2024, by and among the Registrant, the Guarantors party thereto, the lenders party thereto and EverBank (filed as Exhibit 10.1 to the Registrant’s current report on Form 8-K, filed on November 13, 2024 (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 2024, filed with the SEC on November 14, 2024, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) the Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023, (ii) the Consolidated Statements of Operations for the three and nine months ended September 30, 2024 and 2023, (iii) the Consolidated Statements of Changes in Net Assets for the three and nine months ended September 30, 2024 and 2023, (iv) the Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023, (v) the Consolidated Schedule of Investments for the periods ended September 30, 2024 and December 31, 2023, (vi) the Notes to Consolidated Financial Statements and (vii) the Consolidated Schedule 12-14 for the nine months ended September 30, 2024 and 2023.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)
*						Exhibit previously filed with the Securities and Exchange Commission, as indicated, and incorporated herein by reference.

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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 14, 2024			/s/ DWAYNE L. HYZAK
			Dwayne L. Hyzak
			Chief Executive Officer
			(principal executive officer)
Date: November 14, 2024			/s/ CORY E. GILBERT
			Cory E. Gilbert
			Chief Financial Officer
			(principal financial officer)
Date: November 14, 2024			/s/ RYAN H. MCHUGH
			Ryan H. McHugh
			Chief Accounting Officer
			(principal accounting officer)

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