Main Street Capital (NYSE: MAIN) EVP awarded 54,406 shares; 22,536 withheld for taxes

Rhea-AI Filing Summary

Main Street Capital EVP and COO Jesse E. Morris received 54,406 shares of Common Stock as an equity award. The shares were issued under the Main Street Capital Corporation 2022 Equity and Incentive Plan at no cash cost to him.

On the same date, 22,536 shares were withheld to satisfy tax obligations upon vesting of restricted shares, at a value of $52.96 per share. After these compensation-related transactions, Morris directly holds 267,568.4258 shares of Main Street Capital common stock.

Insights

Insider transactions analyst

Equity grant with tax withholding, routine compensation, no open‑market trading.

EVP and COO Jesse E. Morris received 54,406 Main Street Capital common shares as a compensation grant under the 2022 Equity and Incentive Plan. This increases his direct equity stake and aligns his incentives with long-term shareholder outcomes.

To cover the tax liability on vesting of restricted shares, 22,536 shares were withheld at $52.96 per share. This F-code disposition is not an open-market sale; it is a mechanical tax payment approved by the Compensation Committee under Rule 16b-3, leaving Morris with 267,568.4258 shares directly held.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Morris Jesse E

Role EVP AND COO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	54,406	$0.00	--
Tax Withholding	Common Stock	22,536	$52.96	$1.19M

Holdings After Transaction: Common Stock — 290,104.426 shares (Direct)

Footnotes (1)

1. Shares issued under the Main Street Capital Corporation 2022 Equity and Incentive Plan. 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: 54,406 shares Tax withholding shares: 22,536 shares Withholding price: $52.96 per share +3 more

6 metrics

Equity grant 54,406 shares Common Stock awarded on April 1, 2026 under 2022 Equity and Incentive Plan

Tax withholding shares 22,536 shares Withheld to cover tax liability on vesting of restricted shares

Withholding price $52.96 per share Value applied to 22,536 withheld shares for tax payment

Post-transaction holdings 267,568.4258 shares Common Stock directly held by Jesse E. Morris after transactions

Grant cost $0.00 per share Price per share for 54,406-share equity award

Award date April 1, 2026 Date of grant and related tax withholding transactions

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.

Form 4 Insider Transactions: What Each Field Means →

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^*

Morris Jesse E

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP AND COO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2025

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)		54,406	A	$0	290,104.4258	D
Common Stock	04/01/2026		F(2)		22,536	D	$52.96	267,568.4258	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)

FAQ

What insider transactions did MAIN EVP and COO Jesse E. Morris report?

Jesse E. Morris reported an equity award of 54,406 shares of Main Street Capital common stock and a related withholding of 22,536 shares for taxes. Both transactions occurred on April 1, 2026, as part of the company’s 2022 Equity and Incentive Plan.

Were Jesse E. Morris’s MAIN stock transactions open-market buys or sells?

The filing shows no open-market buying or selling by Jesse E. Morris. He received 54,406 shares as a compensation grant, and 22,536 shares were withheld at $52.96 each solely to satisfy tax liabilities upon vesting of restricted shares.

How many MAIN shares does Jesse E. Morris hold after these Form 4 transactions?

After the April 1, 2026 transactions, Jesse E. Morris directly holds 267,568.4258 shares of Main Street Capital common stock. This total reflects the 54,406-share equity grant and the 22,536 shares that were withheld to cover tax obligations on vested restricted shares.

What is the significance of the F-code tax withholding in the MAIN Form 4?

The F-code transaction represents 22,536 shares withheld at $52.96 each to pay taxes on vested restricted shares. This is not an open-market sale, but a compensation-related withholding approved by the Compensation Committee under Rule 16b-3 of the Securities Exchange Act.

Under which plan were Jesse E. Morris’s new MAIN shares issued?

The 54,406 Main Street Capital shares granted to Jesse E. Morris were issued under the Main Street Capital Corporation 2022 Equity and Incentive Plan. This plan provides equity-based compensation, such as restricted shares, to align executives’ interests with long-term company performance.