MSC Income Fund sells $150M notes due 2029

MSC Income Fund, Inc. (MSIF) entered into a Master Note Purchase Agreement with qualified institutional investors for $150.0 million of 6.83% Series A Senior Notes due September 30, 2029.

Rhea-AI Filing Summary

MSC Income Fund, Inc. (MSIF) entered into a Master Note Purchase Agreement with qualified institutional investors for $150.0 million of 6.83% Series A Senior Notes due September 30, 2029. These unsecured notes are investment grade, rank pari passu with other unsecured unsubordinated debt and bear a fixed 6.83% annual interest rate, payable semiannually.

The company issued $75.0 million of the notes on September 1, 2026 and expects to issue an additional $75.0 million in October 2026, subject to customary closing conditions. MSC Income plans to use the net proceeds to repay $150.0 million of 4.04% Series A Senior Notes due October 30, 2026; pending that repayment, it will temporarily pay down borrowings under its Corporate Facility and SPV Facility, then re-borrow to fund investments, operating expenses and general corporate purposes.

The notes are redeemable at par plus accrued interest and, if applicable, a make-whole premium, and must be prepaid at par plus accrued interest upon certain change of control events. The agreement includes customary covenants, including requirements to maintain business development company status, a minimum asset coverage ratio and minimum consolidated net worth, and provides for interest step-ups upon events such as a Below Investment Grade Event or specified leverage tests.

Positive

• $150.0 million of unsecured, investment grade notes extend MSC Income’s debt maturity profile to 2029, diversifying funding beyond revolving credit facilities.
• Proceeds are designated to refinance $150.0 million of notes maturing in 2026, reducing near-term refinancing risk while preserving capacity on the Fund’s revolving Credit Facilities for investments.

Negative

• The new Series A Notes carry a higher fixed coupon of 6.83% versus the 4.04% rate on the $150.0 million Series A Senior Notes being repaid, implying increased interest expense on this portion of debt.

Filing Explained

Although the release calls the $150.0 million offering completed, the filing states that only $75.0 million was issued on September 1, 2026, with the remaining $75.0 million planned for October subject to closing conditions; the refinancing is therefore only partly funded.

8-K Event Classification

4 items: 1.01, 2.03, 8.01, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

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, or exhibit attachments filed with this report.

Key Figures

Series A Notes principal: $150.0 million Series A Notes coupon: 6.83% per year Initial issuance amount: $75.0 million +5 more

8 metrics

Series A Notes principal $150.0 million Aggregate principal amount of 6.83% Series A Senior Notes due 2029

Series A Notes coupon 6.83% per year Fixed interest rate on new Series A Senior Notes

Initial issuance amount $75.0 million Series A Notes issued on September 1, 2026

Second issuance amount $75.0 million Additional Series A Notes expected in October 2026

Old notes principal $150.0 million Outstanding 4.04% Series A Senior Notes due 2026 to be repaid

Old notes coupon 4.04% per year Interest rate on Series A Senior Notes maturing October 30, 2026

Maturity date of new notes September 30, 2029 Stated maturity of Series A Senior Notes

Maturity date of old notes October 30, 2026 Maturity of 4.04% Series A Senior Notes being refinanced

Key Terms

Master Note Purchase Agreement, make-whole premium, Below Investment Grade Event, business development company, +2 more

6 terms

Master Note Purchase Agreement financial

"entered into a Master Note Purchase Agreement (the “Note Purchase Agreement”)"

A master note purchase agreement is a standing contract that sets the rules for buying and selling debt notes between an issuer and one or more investors, covering how future note sales will be conducted, the basic payment and default terms, and the rights of each party. Think of it as a reusable order form that spells out who gets paid, when, and what happens if payments stop; investors care because it defines repayment priority, protections, and the practical risks and liquidity of the notes they buy.

make-whole premium financial

"at par plus accrued interest to the prepayment date and, if applicable, a make-whole premium"

A make-whole premium is an extra payment a borrower must give bondholders when repaying debt early to compensate them for lost future interest; think of it as a lump-sum “catch-up” to leave lenders financially where they would have been if the loan had run its full term. It matters to investors because it affects how much they receive on early redemption and influences a company’s decision to refinance or repay debt, altering bond value and expected returns.

Below Investment Grade Event financial

"upon the occurrence of a Below Investment Grade Event, a Secured Debt Ratio Event"

business development company financial

"maintenance of the Company’s status as a business development company within the meaning"

A business development company is a publicly traded investment vehicle that lends to and buys stakes in smaller or privately held companies, acting like a combination of a lender, investor, and business partner. It matters to investors because BDCs offer the potential for higher regular income through dividends and diversified exposure to growing businesses, but they can also carry greater credit and liquidity risk than typical stocks or bonds—think higher-yielding but riskier income instruments.

Investment Company Act of 1940 regulatory

"within the meaning of the Investment Company Act of 1940, as amended (the “1940 Act”)"

A U.S. federal law that sets the rulebook for pooled investment vehicles such as mutual funds, exchange-traded funds and similar money managers, requiring them to register with regulators, disclose holdings and fees, limit conflicts of interest, and follow governance standards. It matters to investors because these protections and transparency rules act like a referee and scoreboard, helping people compare funds, trust that managers follow fair practices, and spot hidden costs or risks.

Investment Advisers Act of 1940 regulatory

"registered as an investment adviser under the Investment Advisers Act of 1940, as amended"

A U.S. federal law that sets rules for people and firms who give investment advice, requiring them to register with regulators, be honest about conflicts, keep records, and follow basic standards of care. It matters to investors because those rules act like licensing and consumer protections — similar to having safety standards for a mechanic — helping ensure advisers act in clients’ financial interests and reducing the risk of fraud or misuse of funds.

FAQ

What type of financing did MSIF announce in this Form 8-K?

MSC Income Fund, Inc. announced a private offering of $150.0 million of unsecured Series A Senior Notes bearing 6.83% fixed interest, maturing on September 30, 2029, issued under a Master Note Purchase Agreement with qualified institutional investors.

How will MSIF use the $150.0 million of Series A Senior Notes proceeds?

MSC Income intends to use the $150.0 million net proceeds to repay its outstanding 4.04% Series A Senior Notes due 2026. Until that repayment on or before October 30, 2026, it plans to temporarily reduce borrowings under its Corporate and SPV revolving credit facilities.

What are the key terms of MSIF’s new Series A Senior Notes?

The Series A Notes total $150.0 million, bear a fixed 6.83% annual interest rate, pay interest semiannually on March 31 and September 30 starting March 31, 2027, mature on September 30, 2029, and are unsecured, ranking pari passu with other unsecured unsubordinated debt.

When will the MSIF notes be funded and in what amounts?

MSC Income issued an initial $75.0 million of Series A Notes on September 1, 2026 and expects to issue an additional $75.0 million in October 2026, subject to customary closing conditions, for a total of $150.0 million aggregate principal amount.

What covenants apply to MSIF’s new Series A Senior Notes?

The Note Purchase Agreement includes customary covenants, such as information reporting, maintaining business development company status under the 1940 Act, a minimum asset coverage ratio and minimum consolidated net worth, plus interest step-ups for events like a Below Investment Grade Event or specified leverage ratio events.

Can MSIF redeem the new Series A Senior Notes before maturity?

Yes. MSC Income may redeem the notes in whole or in part at any time at par plus accrued interest and, if applicable, a make-whole premium. It must also offer to prepay at par plus accrued and unpaid interest upon certain change in control events.

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

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Available on EDGAR 09/01/2026 - 04:25 PM Accepted by SEC EDGAR 09/01/2026 - 04:24 PM Learn about SEC filing dates

0001535778false00015357782026-08-312026-09-01

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) August 31, 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 1.01.Entry into a Material Definitive Agreement.

On August 31, 2026, MSC Income Fund, Inc., a Maryland corporation (the “Company”) and certain qualified

institutional investors entered into a Master Note Purchase Agreement (the “Note Purchase Agreement”), which governs

the issuance of $150,000,000 in aggregate principal amount of 6.83% Series A Senior Notes due 2029 (the “Series A

Notes”). The Series A Notes bear a fixed interest rate of 6.83% per year and mature on September 30, 2029, unless

redeemed, purchased or prepaid prior to such date by the Company in accordance with their terms. On September 1, 2026,

the Company issued $75.0 million of Series A Notes pursuant to the Note Purchase Agreement, and will issue an additional

$75.0 million in October 2026.

Interest on the Series A Notes will be due semiannually on March 31 and September 30 each year, beginning on

March 31, 2027. The Series A Notes may be redeemed in whole or in part at any time or from time to time at the

Company’s option at par plus accrued interest to the prepayment date and, if applicable, a make-whole premium. In

addition, the Company is obligated to offer to prepay the Series A Notes at par plus accrued and unpaid interest up to, but

excluding, the date of prepayment, if certain change in control events occur. The Series A Notes are general unsecured

obligations of the Company that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness

issued by the Company.

The Company intends to use the net proceeds from the offering of Series A Notes to repay the $150.0 million of

outstanding 4.04% Series A Senior Notes due 2026 on or before their maturity on October 30, 2026. Pending such use, the

Company intends to repay a portion of the debt outstanding under its floating rate multi-year revolving credit facility (the

“Corporate Facility”) and its special purpose vehicle revolving credit facility (the “SPV Facility” and, together with the

Corporate Facility, the “Credit Facilities”) and then, through re-borrowing under the Credit Facilities, to fund investments

in accordance with its investment objective and strategies, to pay operating expenses and other cash obligations, and for

general corporate purposes.

The Note Purchase Agreement contains customary terms and conditions for senior unsecured notes issued in a

private placement, including, without limitation, affirmative and negative covenants such as information reporting,

maintenance of the Company’s status as a business development company within the meaning of the Investment Company

Act of 1940, as amended (the “1940 Act”), a minimum asset coverage ratio and a minimum consolidated net worth. In

addition, upon the occurrence of a Below Investment Grade Event, a Secured Debt Ratio Event and/or an Unsecured Debt

Coverage Ratio Event (each as defined in the Note Purchase Agreement), the Series A Notes will bear interest at an

increased rate from the date of the occurrence of the Below Investment Grade Event and/or Senior Debt Ratio Event to and

until the date on which the Below Investment Grade Event and/or Senior Debt Ratio Event is no longer continuing.

The Note Purchase Agreement also contains customary events of default with customary cure and notice periods,

including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-

default under other indebtedness of the Company or subsidiary guarantors subject to a cure pass-through, certain judgments

and orders and certain events of bankruptcy.

The Series A Notes were offered in reliance on Section 4(a)(2) of Securities Act of 1933, as amended (the

“Securities Act”). The Series A Notes have not and will not be registered under the Securities Act or any state securities

laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in

a transaction not subject to, the registration requirements of the Securities Act, as applicable.

The description above is only a summary of the material provisions of the Note Purchase Agreement and is

qualified in its entirety by reference to the copy of the Note Purchase Agreement, which is incorporated by reference and

filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet

Arrangement of a Registrant.

The disclosure set forth above under Item 1.01 is incorporated by reference herein.

Item 8.01. Other Events.

On September 1, 2026, the Company issued a press release. A copy of such press release is attached hereto as

Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.Financial Statements and Exhibits.

(d) Exhibits

10.1*	Master Note Purchase Agreement, dated as of August 31, 2026, by and among the Company and the Purchasers party thereto
99.1	Press release dated September 1, 2026
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

*Certain schedules to Exhibit 10.1 have been omitted in accordance with Item 601 of Regulation S-K. The

registrant agrees to furnish supplementally a copy of all omitted schedules to the U.S. Securities and Exchange

Commission upon its request.

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: September 1, 2026	By:	/s/ Cory E. Gilbert
		Name:      Cory E. Gilbert
		Title:        Chief Financial Officer

Exhibit 99.1

	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 Completion of

$150.0 Million Investment Grade Notes Offering 

HOUSTON – September 1, 2026 – MSC Income Fund, Inc. (NYSE: MSIF) (“MSC Income” or the

“Fund”) is pleased to announce the closing of a private notes offering totaling $150.0 million in

aggregate principal amount (the “Notes”). The Notes are unsecured and bear interest at a fixed rate of

6.83% per year, payable semiannually, mature on September 30, 2029 and may be redeemed in whole

or in part at any time or from time to time at MSC Income’s option at par plus accrued interest to the

prepayment date and, if applicable, a make-whole premium. The Notes will be issued in two separate

closings. The initial issuance of $75.0 million of Notes closed today, and the Fund will issue the

remaining $75.0 million of Notes in October 2026, subject to customary closing conditions.

MSC Income intends to use the net proceeds from this offering to repay the $150.0 million of

outstanding 4.04% Series A Senior Notes due 2026 on or before their maturity on October 30, 2026.

Pending such use, MSC Income intends to repay a portion of the outstanding debt borrowed under its

floating rate multi-year revolving credit facility (the “Corporate Facility”) and its special purpose

vehicle revolving credit facility (the “SPV Facility” and, together with the Corporate Facility, the

“Credit Facilities”) and then, through re-borrowing under its Credit Facilities, to fund investments in

accordance with its investment objective and strategies, to pay operating expenses and other cash

obligations and for general corporate purposes.

The Notes have not been and will not be registered under the Securities Act of 1933, as amended (the

“Securities Act”), or any state securities laws and may not be offered or sold in the United States

absent registration or an applicable exemption from the registration requirements of the Securities Act

and applicable state securities laws. This news release shall not constitute an offer to sell or a

solicitation of an offer to purchase the Notes or any other securities and shall not constitute an offer,

solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be

unlawful.

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 Capital Corporation (NYSE: MAIN) (“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

MSC Adviser I, LLC (“MSCA”) is a wholly-owned subsidiary of Main Street that is registered as an

investment adviser under the Investment Advisers Act of 1940, as amended. MSCA serves as the

investment adviser and administrator of the Fund in addition to several other advisory clients.

FORWARD-LOOKING STATEMENTS

This news release may contain certain forward-looking statements, including but not limited to the

availability of future financing capacity under the Fund’s Credit Facilities. 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 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.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 36.3 KB

Agreements & Contracts

• EX-10.1 EX-10.1 701.3 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.9 KB