[Form 4] MSC Income Fund, Inc. Insider Trading Activity

Rhea-AI Filing Summary

John O. Niemann Jr., a director of MSC Income Fund, Inc. (MSIF), acquired 611.345 shares of the issuer's common stock on 08/01/2025 at a price of $15.32 per share. The filing reports this purchase was executed under the fund's dividend reinvestment plan and was exempt from Section 16 under Rule 16a-11. After the transaction, the reporting person beneficially owned 28,127.471 shares.

The Form 4 was signed by an attorney-in-fact and filed to disclose the change in beneficial ownership; no derivative transactions or additional dispositions are reported in this filing.

Positive

• Director acquisition disclosed: John O. Niemann Jr. acquired 611.345 shares, showing ownership increased to 28,127.471 shares.
• Transaction executed under DRIP: The filing states the purchase was made via a dividend reinvestment plan and exempt under Rule 16a-11.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director participated in dividend reinvestment, increasing direct holdings to 28,127.471 shares; routine disclosure, not a material corporate event.

This Form 4 documents a non-derivative acquisition by a director through a dividend reinvestment plan. Such transactions are typically procedural and reflect automatic ownership accumulation rather than an active open-market buy. The filing clearly states the Rule 16a-11 exemption and provides precise post-transaction beneficial ownership. For governance review, this is a standard insider update with no new conflicts or compensatory grants disclosed.

Securities Analyst

TL;DR: Small incremental purchase via DRIP increased reported holdings; transaction size appears modest relative to typical fund float.

The acquisition of 611.345 shares at $15.32 via dividend reinvestment is documented with post-transaction holdings of 28,127.471 shares. The Form 4 contains no option activity or dispositions. From a market-impact perspective, this is a routine insider reinvestment event and the filing supplies necessary details for compliance and disclosure monitoring.

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^*

Niemann John O. Jr.

(Last) (First) (Middle)

1300 POST OAK BLVD, 8TH FLOOR

(Street)

HOUSTON TX 77056

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MSC INCOME FUND, INC. [ MSIF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	08/01/2025		J(1)	V	611.345	A	$15.32	28,127.471	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. The reporting person acquired these shares under a dividend reinvestment plan, pursuant to a dividend reinvestment transaction exempt from Section 16 under Rule 16a-11.

	/s/ Jason B. Beauvais , Attorney-in-Fact	08/18/2025
	** 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.

FAQ

What did MSIF director John O. Niemann Jr. report on Form 4?

He acquired 611.345 shares of MSIF common stock on 08/01/2025 at $15.32 per share, increasing his beneficial ownership to 28,127.471 shares.

How was the MSIF share purchase executed according to the Form 4?

The shares were acquired under the dividend reinvestment plan, and the transaction was exempt from Section 16 under Rule 16a-11.

Did the Form 4 report any derivative transactions or dispositions for MSIF?

No. The filing shows only a non-derivative acquisition and lists no derivative securities or dispositions.

When was the reported transaction dated and when was the Form 4 signed?

Transaction date: 08/01/2025. Form signed by attorney-in-fact: 08/18/2025.

Who is the reporting person on this Form 4 for MSIF?

John O. Niemann Jr., listed as a director of MSC Income Fund, Inc.