MAIN CFO awarded shares, withholds stock for taxes

Main Street Capital Corporation CFO and Treasurer Ryan Robert Nelson reported equity compensation activity involving company common stock.

Rhea-AI Filing Summary

Main Street Capital Corporation CFO and Treasurer Ryan Robert Nelson reported equity compensation activity involving company common stock. He received a grant of 13,602 shares at no cost under the Main Street Capital Corporation 2022 Equity and Incentive Plan. In a related move, 2,352 shares were withheld at a price of $52.96 per share to cover tax liabilities triggered by the vesting of restricted shares, as approved by the Compensation Committee under Rule 16b-3 of the Securities Exchange Act of 1934. After these transactions, he directly holds 30,535 shares of Main Street Capital common stock. These events reflect routine equity compensation and associated tax withholding rather than open-market buying or selling.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider NELSON RYAN ROBERT

Role CFO AND TREASURER

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	13,602	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	2,352	$52.96	$125K

Holdings After Transaction: Common Stock — 30,535 shares (Direct)

Footnotes (2)

1. F1. Shares issued under the Main Street Capital Corporation 2022 Equity and Incentive Plan.
2. F2. Shares withheld for payment of tax liability upon vesting of restricted shares granted under the Main Street Capital Corporation 2022 Equity and Incentive Plan. This withholding transaction was approved by the Compensation Committee of Main Street's Board of Directors in accordance with Rule 16b-3(d)(1) of the Securities Exchange Act of 1934 (the "Act"), and as such, the sale is exempt from section 16(b) of the Act pursuant to Rule 16b-3(e) promulgated thereunder.

Key Figures

Equity grant: 13,602 shares Tax withholding shares: 2,352 shares Withholding price: $52.96 per share +1 more

4 metrics

Equity grant 13,602 shares Common stock granted under 2022 Equity and Incentive Plan

Tax withholding shares 2,352 shares Shares withheld to pay tax liability on vesting

Withholding price $52.96 per share Price used for tax-withholding disposition of 2,352 shares

Shares held after transactions 30,535 shares Direct Main Street Capital common stock holdings post-Form 4

Key Terms

restricted shares, Equity and Incentive Plan, tax liability, Rule 16b-3, +1 more

5 terms

restricted shares financial

"upon vesting of restricted shares granted under the Main Street Capital Corporation 2022 Equity and Incentive Plan"

Restricted shares are company stock that cannot be sold or transferred immediately because they are subject to legal or contractual limits, such as a required holding period or performance conditions. They matter to investors because these locked-up shares can affect a company’s available stock for trading, future dilution, and insider incentives—imagine a gift that can’t be cashed until certain conditions are met, which changes when and how much supply can suddenly enter the market.

Equity and Incentive Plan financial

"Shares issued under the Main Street Capital Corporation 2022 Equity and Incentive Plan"

tax liability financial

"Shares withheld for payment of tax liability upon vesting of restricted shares"

Rule 16b-3 regulatory

"approved by the Compensation Committee ... in accordance with Rule 16b-3(d)(1) of the Securities Exchange Act of 1934"

Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.

section 16(b) regulatory

"the sale is exempt from section 16(b) of the Act pursuant to Rule 16b-3(e)"

A federal rule that requires company insiders—like officers, directors and large shareholders—to return any profits made from buying and selling the company’s stock within a six-month window. It matters to investors because it discourages short-term trades that could exploit non-public information and helps protect outside shareholders by creating a simple, enforceable way to recover unfair gains, much like a rule stopping someone from flipping a limited-edition item for quick profit after getting early access.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did MAIN CFO Ryan Robert Nelson report?

Ryan Robert Nelson reported a share grant and related tax withholding. He received 13,602 Main Street Capital common shares as equity compensation, and 2,352 shares were withheld to satisfy tax liabilities upon vesting of restricted shares under the company’s 2022 Equity and Incentive Plan.

How many Main Street Capital (MAIN) shares does the CFO hold after this Form 4?

After these transactions, the CFO directly holds 30,535 Main Street Capital common shares. This figure reflects the 13,602-share equity grant under the 2022 Equity and Incentive Plan, net of 2,352 shares withheld to cover tax liabilities tied to restricted share vesting.

Was the MAIN CFO’s Form 4 a market sale or routine tax withholding?

The disposition was routine tax withholding, not an open-market sale. 2,352 shares were withheld at $52.96 per share to pay taxes upon vesting of restricted shares, with the withholding approved by the Compensation Committee under Rule 16b-3 of the Exchange Act.

What equity award did the MAIN CFO receive under the 2022 Equity and Incentive Plan?

He received 13,602 shares of Main Street Capital common stock at no cost as an equity grant. These shares were issued under the Main Street Capital Corporation 2022 Equity and Incentive Plan, reflecting part of his stock-based compensation rather than a market purchase.

At what price were MAIN shares withheld for the CFO’s tax liability?

Shares were withheld at $52.96 per share to cover his tax liability. In total, 2,352 common shares were retained for tax payment when restricted shares vested, as permitted and approved under Rule 16b-3 and the company’s 2022 Equity and Incentive Plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/03/2026 - 04:30 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

NELSON RYAN ROBERT

(Last) (First) (Middle)

1300 POST OAK BLVD 8TH FLOOR

(Street)

HOUSTON TEXAS 77056

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Main Street Capital CORP [ MAIN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CFO AND TREASURER

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/01/2026		A(1)		13,602	A	$0	32,887	D
Common Stock	04/01/2026		F(2)		2,352	D	$52.96	30,535	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares issued under the Main Street Capital Corporation 2022 Equity and Incentive Plan.

2. Shares withheld for payment of tax liability upon vesting of restricted shares granted under the Main Street Capital Corporation 2022 Equity and Incentive Plan. This withholding transaction was approved by the Compensation Committee of Main Street's Board of Directors in accordance with Rule 16b-3(d)(1) of the Securities Exchange Act of 1934 (the "Act"), and as such, the sale is exempt from section 16(b) of the Act pursuant to Rule 16b-3(e) promulgated thereunder.

	/s/ Jason B. Beauvais, Attorney-in-Fact	04/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)