[8-K] Main Street Capital CORP Reports Material Event

Rhea-AI Filing Summary

Main Street Capital Corporation added Huntington Securities as an additional sales agent to its existing at‑the‑market equity offering. Under its equity distribution agreements, the company may, but is not obligated to, issue and sell up to 20,000,000 shares of common stock, from time to time, through the sales agents or to them as principals.

The ATM offering is being conducted under a prospectus supplement dated March 4, 2025 and a related prospectus dated February 28, 2025, which form part of Main Street’s effective shelf registration on Form N‑2. This update expands the roster of agents but does not itself mandate any share sales.

Insights

Capital markets analyst

Administrative ATM update; potential issuance capacity unchanged at 20,000,000 shares.

Main Street Capital added Huntington as a sales agent to its existing ATM program. The agreements permit issuance and sale of up to 20,000,000 shares of common stock "from time to time," including sales to agents acting as principals.

The filing does not announce new sales or pricing. Any market impact depends on whether, when, and how many shares are actually sold under the program. The offering is covered by a prospectus supplement dated March 4, 2025 and a related prospectus dated February 28, 2025.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________________________________________________

FORM 8-K

__________________________________________________________________________

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) November 12, 2025

__________________________________________________________________________

Main Street Capital Corporation

(Exact name of registrant as specified in its charter)

Maryland	814-00746	41-2230745
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1300 Post Oak Boulevard, 8th Floor, Houston, Texas		77056
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:   (713) 350-6000

Not Applicable

___________________________________________________________________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the

registrant under any of the following provisions:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.01 per share	MAIN	New York Stock Exchange
		NYSE Texas

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act

of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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

Item 1.01 Entry into a Material Definitive Agreement.

On November 12, 2025, Main Street Capital Corporation (“Main Street”) entered into an equity distribution

agreement (the “Huntington Equity Distribution Agreement”) with Huntington Securities, Inc. (“Huntington”) on

substantially the same terms as Main Street’s equity distribution agreements, each dated March 4, 2025 (together with the

Huntington Equity Distribution Agreement, the “Equity Distribution Agreements”), entered into with each of Truist

Securities, Inc., RBC Capital Markets, LLC, Raymond James & Associates, Inc. and B. Riley Securities, Inc. (together

with Huntington, the “Sales Agents”) for the purpose of adding Huntington as an additional Sales Agent under Main

Street’s existing “at the market” program equity offering. Under the Equity Distribution Agreements, Main Street may, but

has no obligation to, issue and sell up to 20,000,000 shares of its common stock, par value $0.01 per share (the “Shares”),

from time to time through the Sales Agents, or to them, as principal for their own account.

Further details regarding the Equity Distribution Agreements and the “at the market” program equity offering are

set forth in Main Street’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on

March 5, 2025, which is incorporated herein by reference.

The foregoing description of the Equity Distribution Agreements is not complete and is qualified in its entirety by

reference to the full text of the Equity Distribution Agreements, a form of which was previously filed as Exhibit 1.1 to

Main Street’s Current Report on Form 8-K filed with the SEC on March 5, 2025 and is incorporated herein by reference.

The “at the market” program equity offering described in this Item 1.01 will be made pursuant to a prospectus

supplement, dated March 4, 2025, and the related prospectus, dated February 28, 2025, each as supplemented from time to

time, which constitute a part of Main Street’s effective shelf registration statement on Form N-2 (File No. 333-285405) that

was filed with the SEC on February 28, 2025.

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any

securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or

sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

1.1	Form of Equity Distribution Agreement (previously filed as Exhibit 1.1 to Main Street Capital Corporation’s Current Report on Form 8-K filed on March 5, 2025 (File No. 814-00746))
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

	Main Street Capital Corporation
Date: November 12, 2025	By:	/s/ Jason B. Beauvais
		Name:    Jason B. Beauvais
		Title:      General Counsel

FAQ

What did MAIN announce in this 8-K?

Main Street Capital added Huntington Securities as an additional sales agent for its existing at-the-market equity offering.

How many shares may MAIN sell under the ATM program?

The equity distribution agreements permit issuance and sale of up to 20,000,000 shares of common stock, from time to time.

Who are the sales agents for MAIN’s ATM?

Huntington Securities joins Truist Securities, RBC Capital Markets, Raymond James & Associates, and B. Riley Securities as sales agents.

Is MAIN obligated to sell shares under the ATM?

No. The company may, but has no obligation to, issue and sell shares under the program.

What registration materials cover the ATM offering for MAIN?

A prospectus supplement dated March 4, 2025 and related prospectus dated February 28, 2025 under Main Street’s effective Form N-2 shelf.

Can sales be made to agents acting as principals?

Yes. Shares may be sold through the sales agents, or to them as principals for their own accounts.