Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On February 3, 2026, the board of directors (the “Board”) of MSC Income Fund, Inc. (“MSC Income”) increased the size
of the Board from four to five directors and appointed Nataly M. Marks as a member to fill the vacancy created by the
increase to serve the remainder of the current term. Ms. Marks was also appointed to serve on the audit committee of the
Board.
Ms. Marks, age 45, has served as the President of Triple-S Steel Holdings, Inc. since joining the company in 2022. Triple-S
Steel is one of the nation’s largest family-owned steel service centers with over 50 locations across North America and
Colombia, offering structural steel, tubing, specialty metals and value-added processing to customers in the construction,
manufacturing and infrastructure industries. As President of Triple-S Steel, Ms. Marks oversees the company’s finance,
human resources, operations, information technology and commercial teams, while driving operational excellence, strategic
talent development, cybersecurity planning and overseeing enterprise-wide digital transformation initiatives. Ms. Marks
also leverages her 20 years of experience in the banking industry to lead the development and execution of Triple-S Steel’s
strategic initiatives centered on growth via organic opportunities and acquisitions. Prior to her current role, Ms. Marks
served in various leadership roles of increasing responsibility at JPMorgan Chase & Co. (“JPMorgan”) from 2009 to 2022,
including as Head of Middle Market Banking for Houston and Central Texas, lead of the National Beverage Banking
Practice and Managing Director of the Corporate Client Banking Group, covering diversified public companies in the
South Region. Ms. Marks started her career in investment banking at JPMorgan, focusing on transactions involving equity
and M&A advisory. Ms. Marks previously served as a member of the board of directors of the United Way of Greater
Houston, the Greater Houston Partnership, where she also served on the executive committee, Vita-Living Inc., a non-
profit organization serving severely disabled adults, and Harris County Education Foundation. Ms. Marks also served as an
Advisory Board Member nominated by former Houston Mayor Sylvester Turner for the city’s Hurricane Harvey Relief
Fund. In 2020, Ms. Marks was recognized as a 40 Under 40 honoree by the Houston Business Journal. Ms. Marks
graduated from the University of Texas at Austin with a B.B.A. in Finance.
Ms. Marks will be entitled to receive compensation for her service on the Board consistent with MSC Income’s director
compensation program for non-employee directors, as described under the heading “Compensation of Directors” in MSC
Income’s proxy statement for its 2025 Annual Meeting of Stockholders filed with the Securities and Exchange
Commission (the “SEC”) on June 4, 2025. In connection with her appointment to the Board, MSC Income entered into its
standard indemnification agreement with Ms. Marks, the form of which was previously filed with the SEC on May 31,
2012 as Exhibit (k)(6) to Pre-Effective Amendment No. 3 to MSC Income’s Registration Statement on Form N-2 (File No.
333-178548).
The Board and its relevant committees have determined that Ms. Marks qualifies as an independent director under the
listing standards of the New York Stock Exchange, as not an “interested person” under Section 2(a)(19) of the Investment
Company Act of 1940, as amended, and as an “audit committee financial expert” under SEC rules. There are no
arrangements or understandings between Ms. Marks and any other persons pursuant to which she was selected as director.
There are no current or proposed transactions between MSC Income and Ms. Marks or her immediate family members that
would require disclosure under Item 404(a) of Regulation S-K promulgated by the SEC.
Item 7.01 Regulation FS Disclosure.
MSC Income announced Ms. Marks’ appointment to the Board and its audit committee in a press release, dated February 4,
2026. A copy of such press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed
incorporated by reference into any filing made under the Securities Act of 1933, as amended, except as expressly set forth
by specific reference in such filing.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits
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| Press release dated February 4, 2026 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document) |
