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MSC Income Fund (NYSE: MSIF) plans CEO change with Hyzak as Executive Chairman

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

MSC Income Fund, Inc. has approved a CEO succession plan. Chairman and CEO Dwayne L. Hyzak will transition the Chief Executive Officer role to Nicholas T. Meserve, with the change presently planned for the fourth quarter of 2026. After the transition, Mr. Hyzak will remain involved as Executive Chairman and work closely with Mr. Meserve.

Mr. Meserve, age 46, is currently a Managing Director and head of the Fund’s private credit investment team and serves on investment committees for Main Street Capital Corporation and MSC Adviser I, LLC. The company states there are no new compensation arrangements or related‑party transactions tied to this designation, and that Mr. Meserve’s pay continues to come from the external adviser and its parent, not directly from the Fund.

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Insights

Planned CEO handoff in 2026 with continuity via Executive Chairman role.

MSC Income Fund has outlined a long-dated CEO succession where current Chairman and CEO Dwayne Hyzak hands the CEO role to Nicholas Meserve in the fourth quarter of 2026, while remaining Executive Chairman. This emphasizes continuity rather than an abrupt leadership change.

Meserve already leads the private credit investment team and sits on key investment committees at Main Street and the Fund’s adviser, aligning his background with the Fund’s strategy. The filing clarifies there are no new compensatory arrangements and no related-party transactions tied to this step, which reduces governance concerns.

The economic relationship remains centered on MSC Adviser I, LLC and Main Street Capital Corporation, which continue to pay Meserve’s compensation. Subsequent company filings may provide more detail as the planned transition date in the fourth quarter of 2026 approaches.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Planned CEO transition timing Fourth quarter 2026 Target period for CEO role transfer from Hyzak to Meserve
Meserve age 46 years Age of incoming CEO-designate Nicholas T. Meserve
Private loan portfolio company revenue range $25 million to $500 million Annual revenues of typical private loan portfolio companies
Lower middle market revenue range $10 million to $150 million Annual revenues of lower middle market portfolio companies
Board service period for Meserve 2016 to 2020 Nicholas Meserve’s prior tenure on MSC Income’s board
Hyzak CEO tenure start October 2020 Date Dwayne Hyzak began serving as Chairman and CEO
succession plan financial
"the Fund’s board of directors’ long-term succession plan"
Executive Chairman financial
"Following the transition, Mr. Hyzak will serve as MSC Income’s Executive Chairman"
An executive chairman is the board leader who also takes an active role in running the company, combining oversight of the board with hands-on involvement in strategy and major decisions. For investors, this matters because it concentrates influence in one person—like a team captain who both sets the game plan and plays on the field—so their judgment can speed decisions but also increases governance and succession risk that can affect stock value.
private credit investment team financial
"group head of its private credit investment team"
leveraged buyouts financial
"typically made to support leveraged buyouts, recapitalizations, growth financings"
A leveraged buyout is a purchase of a company where the buyer uses a large amount of borrowed money—like taking out a mortgage—to pay for the acquisition, with the acquired company’s assets and cash flow often used as loan collateral. It matters to investors because it can amplify returns if the buyer improves the business, but it also increases financial risk and can change ownership, dividend prospects, and the company’s ability to borrow or invest in growth.
lower middle market financial
"customized long-term debt and equity investments in lower middle market companies"
A segment of privately held companies that are larger than small businesses but smaller than big, publicly traded firms—think a successful neighborhood bakery rather than a national chain. These businesses often have steady revenue and room to grow, making them appealing targets for buyout investors seeking higher returns; they also carry more risk and less liquidity than large-cap stocks, so valuation and operational improvements matter more to investors.
investment adviser and administrator financial
"MSC Adviser I, LLC, the Fund’s investment adviser and administrator"
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Understanding 8-K Material Events →
0001535778false00015357782026-06-302026-06-30
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) June 30, 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 June 30, 2026, MSC Income Fund, Inc. (“MSC Income” or the “Fund”) announced that its board of directors (“Board”)
approved a Chief Executive Officer (“CEO”) succession plan (the “Plan”) for MSC Income. Pursuant to the Plan, Dwayne
L. Hyzak, who has served as MSC Income’s Chairman and CEO since October 2020, will transition the role and
responsibilities of CEO to Nicholas T. Meserve, with this transition currently expected to occur in the fourth quarter of
2026. Following the transition, Mr. Hyzak will serve as MSC Income’s Executive Chairman, and in this capacity he will
work closely with Mr. Meserve as CEO. The Board’s approval of the Plan does not constitute an immediate appointment of
Mr. Meserve as CEO or Mr. Hyzak as Executive Chairman.
Mr. Meserve, age 46, currently serves as a Managing Director of MSC Income and group head of its private credit
investment team. Reference is made to the biographical information with respect to Mr. Meserve set forth under the
heading “Officers” in the Fund’s 2026 proxy statement for its 2026 Annual Meeting of Stockholders filed with the
Securities and Exchange Commission on May 20, 2026, which information is incorporated herein by reference.
There is no arrangement or understanding between Mr. Meserve and any other persons pursuant to which he is being
designated as the Fund’s CEO. There are no family relationships between Mr. Meserve and any director, director nominee
or executive officer of the Fund, and there are no current or proposed transactions between the Fund and Mr. Meserve or
his immediate family members that would require disclosure under Item 404(a) of Regulation S-K.
MSC Income does not and will not pay direct compensation to Mr. Meserve; his compensation is paid by MSC Adviser I,
LLC, the Fund’s investment adviser and administrator, and its parent company, Main Street Capital Corporation (NYSE:
MAIN). No new compensatory arrangement has been entered into in connection with Mr. Meserve’s designation as CEO.
Item 8.01 Other Events.
On June 30, 2026, the Registrant issued a press release. A copy of such press release is attached hereto as Exhibit 99.1 and
is incorporated herein by reference.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits
99.1
Press release dated June 30, 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: June 30, 2026
By:
/s/ Cory E. Gilbert
Name:      Cory E. Gilbert
Title:        Chief Financial Officer
Exhibit 99.1
msiflogoa.jpg
NEWS RELEASE
Contacts:
MSC Income Fund, Inc.
Dwayne L. Hyzak, CEO, dhyzak@mainstcapital.com
Cory E. Gilbert, CFO, cgilbert@mainstcapital.com
713-350-6000
Dennard Lascar Investor Relations
Ken Dennard / ken@dennardlascar.com
Zach Vaughan / zvaughan@dennardlascar.com
713-529-6600
MSC Income Fund Announces CEO Succession Plan
Dwayne L. Hyzak to Remain Executive Chairman as Nicholas T. Meserve
Becomes CEO in the Fourth Quarter of 2026
HOUSTON – June 30, 2026 – MSC Income Fund, Inc. (NYSE: MSIF) (“MSC Income” or the
“Fund”) is pleased to announce that Dwayne L. Hyzak, who has served as its Chairman and Chief
Executive Officer (“CEO”) since October 2020, will transition the role and responsibility of MSC
Income’s CEO to Nicholas T. Meserve, with this transition presently planned to occur in the fourth
quarter of 2026. Integral to this plan is the continuation of Mr. Hyzak as MSC Income’s Executive
Chairman. In this capacity, Mr. Hyzak will work closely with Mr. Meserve as CEO. This transition is
part of the Fund’s board of directors’ long-term succession plan. Mr. Meserve currently serves as a
Managing Director of MSC Income and group head of its private credit investment team.
“Nick is uniquely qualified to assume the role as Chief Executive Officer of MSC Income Fund and,
on behalf of our Board of Directors, I am very pleased to announce this planned transition,” Mr. Hyzak
stated. “Nick has led the Fund’s private loan investment strategy since the inception of the Fund and
has been involved in Main Street Capital Corporation’s private loan investment strategy and activities
since 2012 when he joined the Main Street investment team. Over the last six years, Nick has been
highly valuable to our organization as we have grown the Fund, taken it public in 2025 and focused its
investment strategy on its private loan investment strategy.”
Mr. Meserve has served as a Managing Director of MSC Income since 2020. He also serves as a
member of the investment committee of Main Street Capital Corporation (NYSE: MAIN) (“Main
Street”) and MSC Adviser I, LLC (the “Adviser”), a wholly owned subsidiary of Main Street and
investment adviser and administrator of MSC Income. Mr. Meserve serves as group head of the
Fund’s private credit investment team, where he leads the team’s efforts in sourcing, originating and
executing new investments for the Fund, as well as managing the Fund’s portfolio of private loan and
middle market investments. Mr. Meserve also serves as a Managing Director on, and has management
responsibility over, the private credit investment team of Main Street and the Adviser and is
responsible for managing their portfolios of private loan and middle market investments. He
previously served on MSC Income’s Board from 2016 until 2020. Prior to joining Main Street, Mr.
Meserve was at Highland Capital Management, LP, a large alternative credit manager, and certain of
its affiliates, where he managed a portfolio of senior loans and high yield bonds across a diverse set of
industries. Prior to Highland, he was a Credit Analyst at JP Morgan Chase & Co.
ABOUT MSC INCOME FUND, INC.
The Fund (www.mscincomefund.com) is a principal investment firm that primarily provides debt
capital to private companies owned by or in the process of being acquired by a private equity fund.
The Fund’s portfolio investments are typically made to support leveraged buyouts, recapitalizations,
growth financings, refinancings and acquisitions of companies that operate in diverse industry sectors.
The Fund seeks to partner with private equity fund sponsors and primarily invests in secured debt
investments within its private loan investment strategy. The Fund also maintains a portfolio of
customized long-term debt and equity investments in lower middle market companies, and through
those investments, the Fund has partnered with entrepreneurs, business owners and management teams
in co-investments with Main Street utilizing the customized “one-stop” debt and equity financing
solutions provided in Main Street’s lower middle market investment strategy. The Fund’s private loan
portfolio companies generally have annual revenues between $25 million and $500 million. The
Fund’s lower middle market portfolio companies generally have annual revenues between $10 million
and $150 million.
ABOUT MSC ADVISER I, LLC
The Adviser is a wholly-owned subsidiary of Main Street that is registered as an investment adviser
under the Investment Advisers Act of 1940, as amended. The Adviser serves as the investment adviser
and administrator of the Fund in addition to several other advisory clients.
FORWARD-LOOKING STATEMENTS
This press release contains certain forward-looking statements, including but not limited to executive
succession plans, which are based upon the Fund management’s current expectations and are
inherently uncertain.  Any such statements other than statements of historical fact are likely to be
affected by other unknowable future events and conditions, including elements of the future that are or
are not under the Fund’s control, and that the Fund may or may not have considered; accordingly, such
statements cannot be guarantees or assurances of any aspect of future performance.  Actual
performance, events and results could vary materially from these estimates and projections of the
future as a result of a number of factors, including those described from time to time in the Fund’s
filings with the U.S. Securities and Exchange Commission.  Such statements speak only as of the time
when made and are based on information available to the Fund as of the date hereof and are qualified
in their entirety by this cautionary statement.  The Fund assumes no obligation to revise or update any
such statement now or in the future.

Source: View Original Filing on SEC EDGAR

FAQ

What CEO succession did MSC Income Fund (MSIF) announce?

MSC Income Fund announced a planned CEO succession where Chairman and CEO Dwayne L. Hyzak will transfer the Chief Executive Officer role to Nicholas T. Meserve in the fourth quarter of 2026. Hyzak will remain involved as Executive Chairman, working closely with Meserve after the transition.

Who is Nicholas T. Meserve, the planned new CEO of MSC Income Fund (MSIF)?

Nicholas T. Meserve is a 46-year-old Managing Director of MSC Income and head of its private credit investment team. He also serves on the investment committees of Main Street Capital Corporation and MSC Adviser I, LLC, and previously served on MSC Income’s board from 2016 to 2020.

Will MSC Income Fund (MSIF) change how Nicholas Meserve is compensated as CEO?

The company states it does not and will not pay direct compensation to Nicholas Meserve. His compensation is paid by MSC Adviser I, LLC, the Fund’s investment adviser and administrator, and its parent Main Street Capital Corporation. No new compensatory arrangement was entered in connection with his CEO designation.

What role will Dwayne L. Hyzak have at MSC Income Fund (MSIF) after the CEO transition?

After the CEO transition in the fourth quarter of 2026, Dwayne L. Hyzak will serve as Executive Chairman of MSC Income Fund. In this position, he will work closely with Nicholas Meserve as CEO, supporting leadership continuity and ongoing oversight by the board’s long-term succession plan.

What type of investments does MSC Income Fund (MSIF) primarily make?

MSC Income Fund primarily provides debt capital to private companies backed by private equity sponsors. It focuses on secured private loan investments supporting leveraged buyouts, recapitalizations, growth financings, refinancings and acquisitions, and also maintains customized long-term debt and equity investments in lower middle market companies.

What size companies does MSC Income Fund (MSIF) typically target in its portfolio?

The Fund’s private loan portfolio companies generally have annual revenues between $25 million and $500 million. Its lower middle market portfolio companies usually have annual revenues between $10 million and $150 million, reflecting a focus on smaller and mid-sized private businesses across diverse industries.

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