Nataly M. Marks joins MSC Income (NYSE: MSIF) board and audit committee

Rhea-AI Filing Summary

MSC Income Fund, Inc. expanded its board of directors from four to five members and appointed Nataly M. Marks to fill the new seat for the remainder of the current term. She was also named to the board’s audit committee.

Marks is President of Triple-S Steel Holdings, Inc., one of the nation’s largest family-owned steel service centers, and previously spent about 20 years in banking at JPMorgan in senior roles covering middle market and corporate clients. The board determined she is an independent director and an audit committee financial expert. She will receive MSC Income’s standard non-employee director compensation, is party to its standard indemnification agreement, and has no disclosable related-party transactions or selection arrangements.

0001535778false00015357782026-02-032026-02-03

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) February 3, 2026

__________________________________________________________________________

MSC Income Fund, Inc.

(Exact name of registrant as specified in its charter)

Maryland	814-00939	45-3999996
(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 $0.001 per share		MSIF		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 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

99.1	Press release dated February 4, 2026
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.

	MSC Income Fund, Inc.
Date: February 4, 2026	By:	/s/ Cory E. Gilbert
		Name:      Cory E. Gilbert
		Title:        Chief Financial Officer

FAQ

What did MSC Income Fund, Inc. (MSIF) announce in this 8-K?

MSC Income Fund, Inc. expanded its board from four to five directors and appointed Nataly M. Marks to the new seat. She will serve the remainder of the current term and has also been appointed to the company’s audit committee, strengthening its governance structure.

Who is Nataly M. Marks, the new director at MSC Income Fund (MSIF)?

Nataly M. Marks is President of Triple-S Steel Holdings, Inc., a large family-owned steel service center with over 50 locations. She has around 20 years of banking experience at JPMorgan, including senior leadership roles in middle market and corporate client banking across the South Region.

What role will Nataly M. Marks play on MSC Income Fund’s (MSIF) board?

Nataly M. Marks joins MSC Income’s board of directors and will serve on its audit committee. The board has determined she is an independent director and qualifies as an audit committee financial expert under SEC rules, adding financial oversight expertise to the company’s governance.

Is Nataly M. Marks considered an independent director at MSC Income (MSIF)?

Yes. The board and its committees determined that Nataly M. Marks qualifies as an independent director under New York Stock Exchange listing standards and is not an “interested person” under the Investment Company Act of 1940. She also meets SEC criteria as an audit committee financial expert.

Are there any related-party transactions between MSC Income (MSIF) and Nataly M. Marks?

No related-party transactions are disclosed. The company states there are no current or proposed transactions between MSC Income and Nataly M. Marks or her immediate family members that require disclosure under Item 404(a) of Regulation S-K, indicating no disclosable conflicts of interest.

How will Nataly M. Marks be compensated for her role at MSC Income (MSIF)?

Nataly M. Marks will receive compensation consistent with MSC Income’s standard director compensation program for non-employee directors. That program is described in the company’s 2025 annual meeting proxy statement. She has also entered into MSC Income’s standard indemnification agreement for directors.

Did MSC Income Fund (MSIF) publicly announce Nataly M. Marks’ appointment?

Yes. MSC Income issued a press release dated February 4, 2026 announcing Nataly M. Marks’ appointment to the board and audit committee. That press release is attached as Exhibit 99.1 and is furnished, but not filed, for purposes of the Securities Exchange Act disclosure requirements.