Form 8-K

8-K — MSC INCOME FUND, INC.

Accession: 0001535778-26-000072

Filed: 2026-06-30

Period: 2026-06-30

CIK: 0001535778

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — msif-20260630.htm (Primary)

EX-99.1 (msif-exx991xnmceosuccessio.htm)

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8-K

8-K (Primary)

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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:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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

EX-99.1

Filename: msif-exx991xnmceosuccessio.htm · Sequence: 2

MSIF - EX-99.1 - NM CEO Succession Plan

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 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.

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Jun. 30, 2026

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