main-20230930

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from: to

Commission File Number: 001-33723

Main Street Capital Corporation

(Exact name of registrant as specified in its charter)


Maryland			41-2230745
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
1300 Post Oak Boulevard, 8th Floor Houston, TX			77056
(Address of principal executive offices)			(Zip Code)

(713) 350-6000

(Registrant’s telephone number including area code)

n/a

(Former name, former address and former fiscal year, if changed since last report)

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 $0.01 per share

MAIN

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The number of shares outstanding of the issuer’s common stock as of November 1, 2023 was 83,745,165.

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TABLE OF CONTENTS


	PART I
	FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements
	Consolidated Balance Sheets—September 30 , 202 3 (unaudited) and December 31, 2022	1
	Consolidated Statements of Operations (unaudited)—Three and nine months ended September 30 , 202 3 and 2022	2
	Consolidated Statements of Changes in Net Assets (unaudited)—Nine months ended September 30 , 202 3 and 2022	3
	Consolidated Statements of Cash Flows (unaudited)—Nine months ended September 30 , 202 3 and 2022	4
	Consolidated Schedule of Investments (unaudited)—September 30, 2023	5
	Consolidated Schedule of Investments—December 31, 2022	37
	Notes to Consolidated Financial Statements (unaudited)	68
	Consolidated Schedules of Investments in and Advances to Affiliates (unaudited)—Nine months ended September 30, 2023 and 2022	110
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	127
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	147
Item 4.	Controls and Procedures	148
	PART II
	OTHER INFORMATION
Item 1.	Legal Proceedings	149
Item 1A.	Risk Factors	149
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	149
Item 5.	Other Information	146
Item 6.	Exhibits	150
	Signatures	151

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MAIN STREET CAPITAL CORPORATION

Consolidated Balance Sheets

(in thousands, except shares and per share amounts)


	September 30, 2023		December 31, 2022
	(Unaudited)
ASSETS
Investments at fair value:
Control investments (cost: $1,390,675 and $1,270,802 as of September 30, 2023 and December 31, 2022, respectively)	$	1,927,019	$	1,703,172
Affiliate investments (cost: $537,455 and $635,536 as of September 30, 2023 and December 31, 2022, respectively)	565,942		618,359
Non‑Control/Non‑Affiliate investments (cost: $1,871,255 and $1,867,414 as of September 30, 2023 and December 31, 2022, respectively)	1,801,761		1,780,646
Total investments (cost: $3,799,385 and $3,773,752 as of September 30, 2023 and December 31, 2022, respectively)	4,294,722		4,102,177
Cash and cash equivalents	77,047		49,121
Interest and dividend receivable and other assets	84,897		82,731
Receivable for securities sold	4,345		381
Deferred financing costs (net of accumulated amortization of $11,842 and $10,603 as of September 30, 2023 and December 31, 2022, respectively)	6,749		7,475
Total assets	$	4,467,760	$	4,241,885
LIABILITIES
Credit Facilities	$	493,000	$	607,000
July 2026 Notes (par: $500,000 as of both September 30, 2023 and December 31, 2022)	498,530		498,136
May 2024 Notes (par: $450,000 as of both September 30, 2023 and December 31, 2022)	450,318		450,727
SBIC debentures (par: $350,000 ($63,800 due within one year) and $350,000 as of September 30, 2023 and December 31, 2022, respectively)	344,239		343,914
December 2025 Notes (par: $150,000 and $100,000 as of September 30, 2023 and December 31, 2022, respectively)	148,835		99,325

Accounts payable and other liabilities	57,095		52,092

Interest payable	18,733		16,580
Dividend payable	19,664		17,676
Deferred tax liability, net	66,539		47,849
Total liabilities	2,096,953		2,133,299
Commitments and contingencies (Note K)
NET ASSETS
Common stock, $0.01 par value per share (150,000,000 shares authorized; 83,677,488 and 78,463,599 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively)	836		784
Additional paid‑in capital	2,225,614		2,030,531




Total undistributed earnings	144,357		77,271
Total net assets	2,370,807		2,108,586
Total liabilities and net assets	$	4,467,760	$	4,241,885
NET ASSET VALUE PER SHARE	$	28.33	$	26.86

The accompanying notes are an integral part of these consolidated financial statements

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MAIN STREET CAPITAL CORPORATION

Consolidated Statements of Operations

(in thousands, except shares and per share amounts)

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
INVESTMENT INCOME:
Interest, fee and dividend income:
Control investments	$	48,645	$	41,367	$	145,485	$	110,751
Affiliate investments	15,267		12,490		53,722		38,300
Non‑Control/Non‑Affiliate investments	59,325		44,530		171,867		113,930
Total investment income	123,237		98,387		371,074		262,981
EXPENSES:
Interest	(26,414)		(21,234)		(78,165)		(55,216)
Compensation	(11,560)		(10,404)		(34,860)		(26,480)
General and administrative	(4,324)		(4,018)		(12,915)		(11,483)
Share‑based compensation	(4,164)		(3,617)		(12,351)		(10,031)
Expenses allocated to the External Investment Manager	5,404		3,334		16,089		9,613
Total expenses	(41,058)		(35,939)		(122,202)		(93,597)
NET INVESTMENT INCOME	82,179		62,448		248,872		169,384
NET REALIZED GAIN (LOSS):
Control investments	546		(5,822)		(50,532)		(5,822)
Affiliate investments	(228)		601		(16,495)		1,340
Non‑Control/Non‑Affiliate investments	346		10,252		(36,196)		7,784

Total net realized gain (loss)	664		5,031		(103,223)		3,302
NET UNREALIZED APPRECIATION (DEPRECIATION):
Control investments	29,838		7,517		122,779		20,618
Affiliate investments	5,188		(1,069)		26,859		3,703
Non‑Control/Non‑Affiliate investments	(8,015)		(16,529)		17,432		(44,243)

Total net unrealized appreciation (depreciation)	27,011		(10,081)		167,070		(19,922)
INCOME TAXES:
Federal and state income, excise and other taxes	(1,256)		(1,540)		(4,663)		(3,658)
Deferred taxes	(5,337)		(520)		(18,690)		(13,819)
Income tax provision	(6,593)		(2,060)		(23,353)		(17,477)
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	103,261	$	55,338	$	289,366	$	135,287
NET INVESTMENT INCOME PER SHARE—BASIC AND DILUTED	$	0.99	$	0.83	$	3.07	$	2.31
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS PER SHARE—BASIC AND DILUTED	$	1.25	$	0.74	$	3.57	$	1.84
WEIGHTED AVERAGE SHARES OUTSTANDING—BASIC AND DILUTED	82,921,764		75,036,522		81,065,195		73,363,281

The accompanying notes are an integral part of these consolidated financial statements

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MAIN STREET CAPITAL CORPORATION

Consolidated Statements of Changes in Net Assets

(in thousands, except shares)

(Unaudited)


	Common Stock			Additional Paid-In Capital		Total Undistributed (Overdistributed) Earnings		Total Net Asset Value
	Number of Shares	Par Value
Balances at December 31, 2021	70,737,021	$	707	$	1,736,346	$	51,793	$	1,788,846
Public offering of common stock, net of offering costs	1,502,430	15		63,507		—		63,522
Share‑based compensation	—	—		2,818		—		2,818

Dividend reinvestment	114,043	1		4,812		—		4,813
Amortization of directors’ deferred compensation	—	—		147		—		147
Issuance of restricted stock, net of forfeited shares	16,913	—		—		—		—
Dividends to stockholders	—	—		109		(51,804)		(51,695)

Net increase resulting from operations	—	—		—		65,203		65,203
Balances at March 31, 2022	72,370,407	$	723	$	1,807,739	$	65,192	$	1,873,654
Public offering of common stock, net of offering costs	662,828	7		25,626		—		25,633
Share‑based compensation	—	—		3,596		—		3,596
Purchase of vested stock for employee payroll tax withholding	(115,071)	(1)		(4,894)		—		(4,895)
Dividend reinvestment	132,156	1		4,999		—		5,000
Amortization of directors’ deferred compensation	—	—		130		—		130
Issuance of restricted stock, net of forfeited shares	467,238	5		(5)		—		—
Dividends to stockholders	—	—		114		(52,818)		(52,704)

Net increase resulting from operations	—	—		—		14,749		14,749
Balances at June 30, 2022	73,517,558	$	735	$	1,837,305	$	27,123	$	1,865,163
Public offering of common stock, net of offering costs	2,618,225	26		105,323		—		105,349
Share‑based compensation	—	—		3,617		—		3,617
Purchase of vested stock for employee payroll tax withholding	(1,106)	—		(48)		—		(48)
Dividend reinvestment	164,216	2		6,555		—		6,557
Amortization of directors’ deferred compensation	—	—		121		—		121
Issuance of restricted stock, net of forfeited shares	9,937	—		—		—		—
Dividends to stockholders	—	—		119		(56,796)		(56,677)

Net increase resulting from operations	—	—		—		55,338		55,338
Balances at September 30, 2022	76,308,830	$	763	$	1,952,992	$	25,665	$	1,979,420











Balances at December 31, 2022	78,506,816	$	784	$	2,030,531	$	77,271	$	2,108,586
Public offering of common stock, net of offering costs	1,058,914	11		40,885		—		40,896
Share‑based compensation	—	—		4,100		—		4,100
Purchase of vested stock for employee payroll tax withholding	(10,489)	—		(404)		—		(404)
Dividend reinvestment	199,282	2		7,806		—		7,808
Amortization of directors’ deferred compensation	—	—		121		—		121
Issuance of restricted stock, net of forfeited shares	39,566	—		—		—		—
Dividends to stockholders	—	—		136		(67,913)		(67,777)

Net increase resulting from operations	—	—		—		79,592		79,592
Balances at March 31, 2023	79,794,089	$	797	$	2,083,175	$	88,950	$	2,172,922
Public offering of common stock, net of offering costs	1,096,514	11		43,193		—		43,204
Share‑based compensation	—	—		4,087		—		4,087
Purchase of vested stock for employee payroll tax withholding	(140,569)	(1)		(5,545)		—		(5,546)
Dividend reinvestment	174,891	2		6,878		—		6,880
Amortization of directors’ deferred compensation	—	—		109		—		109
Issuance of restricted stock, net of forfeited shares	506,081	5		(5)		—		—
Dividends to stockholders	—	—		149		(73,373)		(73,224)

Net increase resulting from operations	—	—		—		106,516		106,516
Balances at June 30, 2023	81,431,006	$	814	$	2,132,041	$	122,093	$	2,254,948
Public offering of common stock, net of offering costs	2,039,641	20		81,040		—		81,060
Share‑based compensation	—	—		4,164		—		4,164

Dividend reinvestment	200,150	2		8,101		—		8,103
Amortization of directors’ deferred compensation	—	—		102		—		102
Issuance of restricted stock, net of forfeited shares	6,691	—		—		—		—
Dividends to stockholders	—	—		166		(80,997)		(80,831)

Net increase resulting from operations	—	—		—		103,261		103,261
Balances at September 30, 2023	83,677,488	$	836	$	2,225,614	$	144,357	$	2,370,807

The accompanying notes are an integral part of these consolidated financial statements

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MAIN STREET CAPITAL CORPORATION

Consolidated Statements of Cash Flows

(in thousands)

(Unaudited)


	Nine Months Ended September 30,
	2023		2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net increase in net assets resulting from operations	$	289,366	$	135,287
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by (used in) operating activities:
Investments in portfolio companies	(584,729)		(911,273)
Proceeds from sales and repayments of debt investments in portfolio companies	436,615		441,860
Proceeds from sales and return of capital of equity investments in portfolio companies	37,989		64,161
Net unrealized (appreciation) depreciation	(167,070)		19,922
Net realized (gain) loss	103,223		(3,302)
Accretion of unearned income	(13,075)		(9,908)
Payment-in-kind interest	(7,599)		(3,511)
Cumulative dividends	(1,027)		(1,390)
Share-based compensation expense	12,351		10,031
Amortization of deferred financing costs	2,423		2,068
Deferred tax provision	18,690		13,819
Changes in other assets and liabilities:
Interest and dividend receivable and other assets	(3,022)		(18,984)
Interest payable	2,153		1,747
Accounts payable and other liabilities	2,586		199
Deferred fees and other	2,772		1,946
Net cash provided by (used in) operating activities	131,646		(257,328)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from public offering of common stock, net of offering costs	165,160		194,504


Proceeds from public offering of December 2025 Notes	50,000		—
Dividends paid	(197,053)		(143,075)
Proceeds from issuance of SBIC debentures	16,000		—
Repayments of SBIC debentures	(16,000)		—


Proceeds from credit facilities	320,000		730,000
Repayments on credit facilities	(434,000)		(489,000)
Debt issuance costs, net	(1,877)		(1,629)
Purchases of vested stock for employee payroll tax withholding	(5,950)		(4,943)

Net cash provided by (used in) financing activities	(103,720)		285,857

Net increase in cash and cash equivalents	27,926		28,529
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	49,121		32,629
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	77,047	$	61,158

Supplemental cash flow disclosures:
Interest paid	$	73,495	$	51,306
Taxes paid	$	7,218	$	4,896


Non-cash financing activities:
Value of shares issued pursuant to the DRIP	$	22,791	$	16,370

The accompanying notes are an integral part of these consolidated financial statements

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MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments

September 30, 2023

(dollars in thousands)

(Unaudited)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Total Rate	Reference Rate and Spread (28)		PIK Rate (19)	Maturity Date	Principal (4)		Cost (4)		Fair Value (18)

Control Investments (5)

Analytical Systems Keco Holdings, LLC		Manufacturer of Liquid and Gas Analyzers
			Secured Debt	(9) (28)	8/16/2019		15.38%	SF+	10.00%		8/16/2024	$	160	$	159	$	159
			Secured Debt	(9) (28)	8/16/2019		15.38%	SF+	10.00%		8/16/2024	4,195		4,137		4,137
			Preferred Member Units		8/16/2019	3,200	14.13%							3,200		—
			Preferred Member Units		5/20/2021	2,427								2,427		4,580
			Warrants	(27)	8/16/2019	420					8/16/2029			316		—
														10,239		8,876
ASC Interests, LLC		Recreational and Educational Shooting Facility
			Secured Debt		12/31/2019		13.00%				7/31/2024	400		400		400
			Secured Debt		8/1/2013		13.00%				7/31/2024	1,650		1,649		1,597
			Member Units		8/1/2013	1,500								1,500		100
			Preferred Member Units		6/28/2023	162								162		250
														3,711		2,347
ATS Workholding, LLC	(10)	Manufacturer of Machine Cutting Tools and Accessories
			Secured Debt	(14)	11/16/2017		5.00%				9/1/2024	2,090		2,090		408
			Secured Debt	(14)	11/16/2017		5.00%				9/1/2024	3,015		2,856		588
			Preferred Member Units		11/16/2017	3,725,862								3,726		—
														8,672		996
Barfly Ventures, LLC	(10)	Casual Restaurant Group
			Secured Debt		10/15/2020		7.00%				10/31/2024	711		711		711
			Member Units		10/26/2020	37								1,584		3,040
														2,295		3,751
Batjer TopCo, LLC		HVAC Mechanical Contractor
			Secured Debt	(25)	3/7/2022						3/7/2027	—		(6)		—
			Secured Debt		3/7/2022		10.00%				3/7/2027	630		630		630
			Secured Debt		3/7/2022		10.00%				3/7/2027	10,575		10,502		10,575
			Preferred Stock	(8)	3/7/2022	4,073								4,095		6,150
														15,221		17,355
Bolder Panther Group, LLC		Consumer Goods and Fuel Retailer
			Secured Debt	(9) (22) (28)	12/31/2020		14.52%	SF+	9.15%		10/31/2027	97,216		96,703		97,216
			Class B Preferred Member Units	(8)	12/31/2020	140,000	8.00%							14,000		31,120
														110,703		128,336
Brewer Crane Holdings, LLC		Provider of Crane Rental and Operating Services
			Secured Debt	(9)	1/9/2018		15.44%	L+	10.00%		1/9/2024	5,622		5,622		5,505
			Preferred Member Units	(8)	1/9/2018	2,950								4,280		5,620
														9,902		11,125

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MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

September 30, 2023

(dollars in thousands)

(Unaudited)


Portfolio Company (1) (20)	Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Total Rate	Reference Rate and Spread (28)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)

Bridge Capital Solutions Corporation	Financial Services and Cash Flow Solutions Provider
		Secured Debt		7/25/2016		13.00%				12/11/2024	8,813	8,813	8,813
		Secured Debt	(29)	7/25/2016		13.00%				12/11/2024	1,000	1,000	1,000
		Preferred Member Units	(8) (29)	7/25/2016	17,742							1,000	1,000
		Warrants	(27)	7/25/2016	82					7/25/2026		2,132	4,450
												12,945	15,263
Café Brazil, LLC	Casual Restaurant Group
		Member Units	(8)	6/9/2006	1,233							1,742	2,030

California Splendor Holdings LLC	Processor of Frozen Fruits
		Secured Debt	(9) (28)	3/30/2018		15.50%	SF+	10.00%		7/29/2026	28,000	27,961	27,961
		Preferred Member Units	(8)	3/30/2018	6,157							10,775	20,945
		Preferred Member Units	(8)	7/31/2019	3,671	15.00%			15.00%			4,448	4,448
												43,184	53,354
CBT Nuggets, LLC	Produces and Sells IT Training Certification Videos
		Member Units	(8)	6/1/2006	416							1,300	50,840

Centre Technologies Holdings, LLC	Provider of IT Hardware Services and Software Solutions
		Secured Debt	(9) (25) (28)	1/4/2019			SF+	9.00%		1/4/2026	—	—	—
		Secured Debt	(9) (28)	1/4/2019		14.48%	SF+	9.00%		1/4/2026	17,574	17,504	17,574
		Preferred Member Units		1/4/2019	13,309							6,122	10,400
												23,626	27,974
Chamberlin Holding LLC	Roofing and Waterproofing Specialty Contractor
		Secured Debt	(9) (25) (28)	2/26/2018			SF+	6.00%		2/26/2026	—	(140)	—
		Secured Debt	(9) (28)	2/26/2018		13.49%	SF+	8.00%		2/26/2026	16,407	16,402	16,407
		Member Units	(8)	2/26/2018	4,347							11,440	25,930
		Member Units	(8) (29)	11/2/2018	1,047,146							1,773	2,970
												29,475	45,307
Charps, LLC	Pipeline Maintenance and Construction
		Unsecured Debt		8/26/2020		10.00%				1/31/2026	5,694	4,670	5,694
		Preferred Member Units	(8)	2/3/2017	1,829							1,963	14,010
												6,633	19,704
Clad-Rex Steel, LLC	Specialty Manufacturer of Vinyl-Clad Metal
		Secured Debt	(25)	10/28/2022						1/15/2024	—	—	—
		Secured Debt		12/20/2016		11.50%				1/15/2024	8,800	8,790	8,652
		Secured Debt		12/20/2016		10.00%				12/20/2036	1,022	1,013	1,013

Table of contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

September 30, 2023

(dollars in thousands)

(Unaudited)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Total Rate	Reference Rate and Spread (28)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)

			Member Units	(8)	12/20/2016	717							7,280	5,580
			Member Units	(29)	12/20/2016	800							509	1,129
													17,592	16,374
Cody Pools, Inc.		Designer of Residential and Commercial Pools
			Secured Debt	(25)	3/6/2020						12/17/2026	—	(11)	—
			Secured Debt		3/6/2020		12.50%				12/17/2026	43,556	43,522	43,556
			Preferred Member Units	(8) (29)	3/6/2020	587							8,317	69,150
													51,828	112,706
Colonial Electric Company LLC		Provider of Electrical Contracting Services
			Secured Debt	(25)	3/31/2021						3/31/2026	—	—	—
			Secured Debt		3/31/2021		12.00%				3/31/2026	22,365	22,248	21,747
			Preferred Member Units		6/27/2023	960							960	2,400
			Preferred Member Units		3/31/2021	17,280							7,680	7,680
													30,888	31,827
CompareNetworks Topco, LLC		Internet Publishing and Web Search Portals

			Secured Debt	(9) (28)	1/29/2019		14.48%	SF+	9.00%		1/29/2024	3,869	3,867	3,869
			Preferred Member Units	(8)	1/29/2019	1,975							1,975	15,430
													5,842	19,299
Copper Trail Fund Investments	(12) (13)	Investment Partnership
			LP Interests (CTMH, LP)	(8) (30)	7/17/2017	38.75%							588	588

Cybermedia Technologies, LLC		IT and Digital Services Provider
			Secured Debt	(25)	5/5/2023						5/5/2028	—	—	—
			Secured Debt		5/5/2023		13.00%				5/5/2028	29,000	28,734	28,734
			Preferred Member Units		5/5/2023	556							15,000	15,000
													43,734	43,734
Datacom, LLC		Technology and Telecommunications Provider
			Secured Debt		3/1/2022		7.50%				12/31/2025	540	536	536
			Secured Debt		3/31/2021		10.00%				12/31/2025	8,420	8,103	7,617
			Preferred Member Units	(8)	3/31/2021	9,000							2,610	240
													11,249	8,393
Digital Products Holdings LLC		Designer and Distributor of Consumer Electronics
			Secured Debt	(9) (28)	4/1/2018		15.38%	SF+	10.00%		4/27/2026	14,873	14,745	14,678
			Preferred Member Units	(8)	4/1/2018	3,857							9,501	9,835
													24,246	24,513

Table of contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

September 30, 2023

(dollars in thousands)

(Unaudited)


Portfolio Company (1) (20)	Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Total Rate	Reference Rate and Spread (28)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)

Direct Marketing Solutions, Inc.	Provider of Omni-Channel Direct Marketing Services
		Secured Debt		2/13/2018		14.00%				2/13/2026	1,275	1,208	1,275
		Secured Debt		12/27/2022		14.00%				2/13/2026	25,953	25,856	25,953
		Preferred Stock	(8)	2/13/2018	8,400							8,400	21,370
												35,464	48,598
Elgin AcquireCo, LLC	Manufacturer and Distributor of Engine and Chassis Components
		Secured Debt	(9) (25) (28)	10/3/2022			SF+	6.00%		10/3/2027	—	(8)	(8)
		Secured Debt		10/3/2022		12.00%				10/3/2027	18,773	18,623	18,623
		Secured Debt		10/3/2022		9.00%				10/3/2052	6,324	6,263	6,263
		Common Stock		10/3/2022	285							5,726	6,090
		Common Stock	(29)	10/3/2022	939							1,558	1,670
												32,162	32,638
Gamber-Johnson Holdings, LLC	Manufacturer of Ruggedized Computer Mounting Systems
		Secured Debt	(9) (25) (28) (41)	6/24/2016			SF+	7.50%		1/1/2028	—	—	—
		Secured Debt	(9) (28) (41)	12/15/2022		10.50%	SF+	7.50%		1/1/2028	56,478	56,184	56,478
		Member Units	(8)	6/24/2016	9,042							17,692	81,610
												73,876	138,088
Garreco, LLC	Manufacturer and Supplier of Dental Products
		Secured Debt	(9) (28) (42)	7/15/2013		12.00%	SF+	10.00%		1/31/2024	3,088	3,088	3,088
		Member Units		7/15/2013	1,200							1,200	1,580
												4,288	4,668
GRT Rubber Technologies LLC	Manufacturer of Engineered Rubber Products
		Secured Debt	(28)	12/21/2018		11.48%	SF+	6.00%		12/21/2023	1,702	1,697	1,702
		Secured Debt	(28)	12/19/2014		13.48%	SF+	8.00%		10/29/2026	40,493	40,348	40,493
		Member Units		12/19/2014	5,879							13,065	44,440
												55,110	86,635
Gulf Manufacturing, LLC	Manufacturer of Specialty Fabricated Industrial Piping Products
		Member Units	(8)	8/31/2007	438							2,980	8,770

Gulf Publishing Holdings, LLC	Energy Industry Focused Media and Publishing
		Secured Debt	(9) (25) (28)	9/29/2017			SF+	9.50%		7/1/2027	—	—	—
		Secured Debt		7/1/2022		12.50%				7/1/2027	2,400	2,400	2,284

Table of contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

September 30, 2023

(dollars in thousands)

(Unaudited)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Total Rate	Reference Rate and Spread (28)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)

			Preferred Equity		7/1/2022	63,720							5,600	2,800
			Member Units		4/29/2016	3,681							3,681	—
													11,681	5,084
Harris Preston Fund Investments	(12) (13)	Investment Partnership
			LP Interests (2717 MH, L.P.)	(8) (30)	10/1/2017	49.26%							3,345	5,896
			LP Interests (2717 HPP-MS, L.P.)	(30)	3/11/2022	49.26%							248	315
													3,593	6,211
Harrison Hydra-Gen, Ltd.		Manufacturer of Hydraulic Generators
			Common Stock		6/4/2010	107,456							718	4,270

IG Investor, LLC		Military and Other Tactical Gear
			Secured Debt	(25)	6/21/2023						6/21/2028	—	(37)	(37)
			Secured Debt		6/21/2023		13.00%				6/21/2028	37,704	37,352	37,352
			Common Equity		6/21/2023	14,400							14,400	14,400
													51,715	51,715
Independent Pet Partners Intermediate Holdings, LLC	(10)	Omnichannel Retailer of Specialty Pet Products
			Common Equity		4/7/2023	18,006,407							18,300	17,510

Jensen Jewelers of Idaho, LLC		Retail Jewelry Store
			Secured Debt	(25)	8/29/2017			P+	6.75%		11/14/2023	—	—	—
			Secured Debt	(9)	11/14/2006		15.25%	P+	6.75%		11/14/2023	2,000	2,000	2,000
			Member Units	(8)	11/14/2006	627							811	12,420
													2,811	14,420
Johnson Downie Opco, LLC		Executive Search Services
			Secured Debt	(9) (25) (28)	12/10/2021			SF+	11.50%		12/10/2026	—	(11)	—
			Secured Debt	(9) (28)	12/10/2021		16.98%	SF+	11.50%		12/10/2026	9,357	9,298	9,357
			Preferred Equity	(8)	12/10/2021	3,150							3,150	7,660
													12,437	17,017
JorVet Holdings, LLC		Supplier and Distributor of Veterinary Equipment and Supplies
			Secured Debt		3/28/2022		12.00%				3/28/2027	25,650	25,470	25,470
			Preferred Equity	(8)	3/28/2022	107,406							10,741	10,741
													36,211	36,211
KBK Industries, LLC		Manufacturer of Specialty Oilfield and Industrial Products
			Secured Debt		2/24/2023		9.00%				2/24/2028	5,100	5,056	5,100

Table of contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

September 30, 2023

(dollars in thousands)

(Unaudited)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Total Rate	Reference Rate and Spread (28)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)

			Member Units	(8)	1/23/2006	325							783	18,370
													5,839	23,470
Kickhaefer Manufacturing Company, LLC		Precision Metal Parts Manufacturing
			Secured Debt		10/31/2018		12.00%				10/31/2026	19,799	19,772	19,772
			Secured Debt		10/31/2018		9.00%				10/31/2048	3,850	3,814	3,814
			Preferred Equity		10/31/2018	581							12,240	8,830
			Member Units	(8) (29)	10/31/2018	800							992	2,860
													36,818	35,276
Metalforming Holdings, LLC		Distributor of Sheet Metal Folding and Metal Forming Equipment
			Secured Debt	(25)	10/19/2022						10/19/2024	—	—	—
			Secured Debt		10/19/2022		12.75%				10/19/2027	23,802	23,611	23,611
			Preferred Equity	(8)	10/19/2022	5,915,585	8.00%			8.00%			6,127	6,364
			Common Stock	(8)	10/19/2022	1,537,219							1,537	1,400
													31,275	31,375
MH Corbin Holding LLC		Manufacturer and Distributor of Traffic Safety Products
			Secured Debt	(17)	8/31/2015		13.00%				12/31/2022	5,480	5,480	5,102
			Preferred Member Units		3/15/2019	66,000							4,400	330
			Preferred Member Units		9/1/2015	4,000							6,000	—
													15,880	5,432
MS Private Loan Fund I, LP	(12) (13)	Investment Partnership
			Secured Debt	(25)	1/26/2021						12/31/2024	—	—	—
			LP Interests	(8) (30)	1/26/2021	14.51%							14,250	14,527
													14,250	14,527
MS Private Loan Fund II, LP	(12) (13)	Investment Partnership
			Secured Debt	(9) (28)	9/5/2023		8.88%	SF+	3.50%		9/5/2025	11,000	10,848	10,848
			LP Interests	(30)	9/5/2023	11.96%							1,152	1,152
													12,000	12,000
MSC Adviser I, LLC	(16)	Third Party Investment Advisory Services
			Member Units	(8)	11/22/2013	100%							29,500	146,131

MSC Income Fund, Inc.	(12) (13)	Business Development Company
			Common Equity	(8)	5/2/2022	814,379							6,250	6,314

Mystic Logistics Holdings, LLC		Logistics and Distribution Services Provider for Large Volume Mailers
			Secured Debt	(25)	8/18/2014						1/31/2024	—	—	—
			Secured Debt		8/18/2014		10.00%				1/31/2024	5,746	5,746	5,746
			Common Stock	(8)	8/18/2014	5,873							2,720	27,150
													8,466	32,896
NAPCO Precast, LLC		Precast Concrete Manufacturing

Table of contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

September 30, 2023

(dollars in thousands)

(Unaudited)


Portfolio Company (1) (20)	Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Total Rate	Reference Rate and Spread (28)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)

		Member Units		1/31/2008	2,955							2,975	12,160

Nebraska Vet AcquireCo, LLC	Mixed-Animal Veterinary and Animal Health Product Provider

		Secured Debt		12/31/2020		12.00%				12/31/2025	25,794	25,658	25,794
		Secured Debt		12/31/2020		12.00%				12/31/2025	10,500	10,451	10,500
		Preferred Member Units	(8)	12/31/2020	6,987							6,987	14,430
												43,096	50,724
NexRev LLC	Provider of Energy Efficiency Products & Services
		Secured Debt	(25)	2/28/2018						2/28/2025	—	—	—
		Secured Debt		2/28/2018		10.00%				2/28/2025	9,811	9,738	9,738
		Preferred Member Units	(8)	2/28/2018	103,144,186							8,213	6,350
												17,951	16,088
NRP Jones, LLC	Manufacturer of Hoses, Fittings and Assemblies
		Secured Debt		12/21/2017		12.00%				3/20/2025	2,080	2,080	2,080
		Member Units	(8)	12/22/2011	65,962							114	90
		Member Units	(8)	12/22/2011	65,962							3,603	2,350
												5,797	4,520
NuStep, LLC	Designer, Manufacturer and Distributor of Fitness Equipment
		Secured Debt	(9) (28)	1/31/2017		11.98%	SF+	6.50%		1/31/2025	3,600	3,599	3,599
		Secured Debt		1/31/2017		12.00%				1/31/2025	18,440	18,423	18,423
		Preferred Member Units		1/31/2017	406							10,200	9,240
		Preferred Member Units		11/2/2022	2,062							2,062	5,150
												34,284	36,412
OMi Topco, LLC	Manufacturer of Overhead Cranes
		Secured Debt		8/31/2021		12.00%				8/31/2026	13,500	13,421	13,500
		Preferred Member Units	(8)	4/1/2008	900							1,080	32,630
												14,501	46,130
Orttech Holdings, LLC	Distributor of Industrial Clutches, Brakes and Other Components
		Secured Debt	(9) (25) (28)	7/30/2021			SF+	11.00%		7/31/2026	—	—	—
		Secured Debt	(9) (28)	7/30/2021		16.48%	SF+	11.00%		7/31/2026	22,200	22,073	22,200
		Preferred Stock	(8) (29)	7/30/2021	10,000							10,000	17,050
												32,073	39,250
Pearl Meyer Topco LLC	Provider of Executive Compensation Consulting Services
		Secured Debt		4/27/2020		12.00%				4/27/2025	3,500	3,496	3,500
		Secured Debt		4/27/2020		12.00%				4/27/2025	17,500	17,455	17,500
		Secured Debt		4/27/2020		12.00%				4/27/2025	27,681	27,586	27,681

Table of contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

September 30, 2023

(dollars in thousands)

(Unaudited)


Portfolio Company (1) (20)	Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Total Rate	Reference Rate and Spread (28)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)

		Preferred Equity	(8)	4/27/2020	15,061							13,000	44,090
												61,537	92,771
PPL RVs, Inc.	Recreational Vehicle Dealer
		Secured Debt	(9) (25) (28)	10/31/2019			SF+	8.75%		11/15/2027	—	(8)	—
		Secured Debt	(9) (28)	11/15/2016		13.98%	SF+	8.75%		11/15/2027	20,290	20,094	20,290
		Common Stock	(8)	6/10/2010	2,000							2,150	17,870
		Common Stock	(29)	6/14/2022	238,421							238	75
												22,474	38,235
Principle Environmental, LLC	Noise Abatement Service Provider

		Secured Debt		7/1/2011		13.00%				11/15/2026	5,897	5,823	5,823
		Preferred Member Units	(8)	2/1/2011	21,806							5,709	10,630
		Common Stock		1/27/2021	1,037							1,200	510
												12,732	16,963
Quality Lease Service, LLC	Provider of Rigsite Accommodation Unit Rentals and Related Services
		Member Units		6/8/2015	1,000							7,546	460

River Aggregates, LLC	Processor of Construction Aggregates
		Member Units	(29)	12/20/2013	1,500							369	3,620

Robbins Bros. Jewelry, Inc.	Bridal Jewelry Retailer
		Secured Debt	(25)	12/15/2021						12/15/2026	—	(29)	(29)
		Secured Debt		12/15/2021		12.50%				12/15/2026	34,560	34,339	33,729
		Preferred Equity		12/15/2021	11,070							11,070	2,790
												45,380	36,490
Tedder Industries, LLC	Manufacturer of Firearm Holsters and Accessories
		Secured Debt	(17)	8/31/2018		12.00%				8/31/2023	1,840	1,840	1,782
		Secured Debt	(17)	8/31/2018		12.00%				8/31/2023	15,200	15,200	14,724
		Preferred Member Units		8/31/2018	544							9,245	3,601
		Preferred Member Units		2/1/2023	4,248							425	603
		Preferred Member Units		8/28/2023	4,800							480	1,200
												27,190	21,910
Televerde, LLC	Provider of Telemarketing and Data Services
		Member Units	(8)	1/6/2011	460							1,290	5,099
		Preferred Stock		1/26/2022	248							718	1,794
												2,008	6,893
Trantech Radiator Topco, LLC	Transformer Cooling Products and Services
		Secured Debt	(25)	5/31/2019						5/31/2024	—	(3)	—
		Secured Debt		5/31/2019		12.00%				5/31/2024	7,920	7,907	7,920

Table of contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

September 30, 2023

(dollars in thousands)

(Unaudited)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Total Rate	Reference Rate and Spread (28)		PIK Rate (19)	Maturity Date	Principal (4)		Cost (4)		Fair Value (18)

			Common Stock	(8)	5/31/2019	615								4,655		13,400
														12,559		21,320
UnionRock Energy Fund III, LP	(12) (13)	Investment Partnership
			LP Interests	(30)	6/6/2023	30.03%								1,051		1,051

Vision Interests, Inc.		Manufacturer / Installer of Commercial Signage
			Series A Preferred Stock	(8)	12/23/2011	3,000,000								3,000		3,000

Volusion, LLC		Provider of Online Software-as-a-Service eCommerce Solutions
			Secured Debt		3/31/2023		10.00%				3/31/2025	2,100		2,100		2,100
			Preferred Member Units		1/26/2015	4,876,670								14,000		—
			Preferred Member Units		3/31/2023	5,097,595								10,746		9,350
			Preferred Member Units		3/31/2023	142,512								—		—
			Common Stock		3/31/2023	1,802,780								2,576		—
														29,422		11,450
VVS Holdco LLC		Omnichannel Retailer of Animal Health Products
			Secured Debt	(9) (25) (28)	12/1/2021			SF+	6.00%		12/1/2023	—		(4)		(4)
			Secured Debt		12/1/2021		11.50%				12/1/2026	28,200		28,021		28,021
			Preferred Equity	(8) (29)	12/1/2021	11,840								11,840		11,840
														39,857		39,857
Ziegler’s NYPD, LLC		Casual Restaurant Group
			Secured Debt		6/1/2015		12.00%				10/1/2024	450		450		450
			Secured Debt		10/1/2008		6.50%				10/1/2024	1,000		1,000		945
			Secured Debt		10/1/2008		14.00%				10/1/2024	2,750		2,750		2,372
			Preferred Member Units		6/30/2015	10,072								2,834		—
			Warrants	(27)	7/1/2015	587					10/1/2025			600		—
														7,634		3,767
Subtotal Control Investments (81.3% of net assets at fair value)														$	1,390,675	$	1,927,019
Affiliate Investments (6)
AAC Holdings, Inc.	(11)	Substance Abuse Treatment Service Provider
			Secured Debt		1/31/2023		18.00%			18.00%	6/25/2025	$	404	$	399	$	379
			Secured Debt		12/11/2020		18.00%			18.00%	6/25/2025	13,425		13,328		12,618
			Common Stock		12/11/2020	593,928								3,148		—
			Warrants	(27)	12/11/2020	554,353					12/11/2025			—		—
														16,875		12,997

Table of contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

September 30, 2023

(dollars in thousands)

(Unaudited)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Total Rate	Reference Rate and Spread (28)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)

BBB Tank Services, LLC		Maintenance, Repair and Construction Services to the Above-Ground Storage Tank Market
			Unsecured Debt	(9) (17)	4/8/2016		16.44%	L+	11.00%		4/8/2021	600	600	600
			Unsecured Debt	(9) (17)	4/8/2016		16.44%	L+	11.00%		4/8/2021	4,000	4,000	2,202
			Member Units		4/8/2016	800,000							800	—
			Preferred Stock (non-voting)		12/17/2018		15.00%			15.00%			162	—
													5,562	2,802
Boccella Precast Products LLC		Manufacturer of Precast Hollow Core Concrete
			Secured Debt		9/23/2021		10.00%				2/28/2027	320	320	320
			Member Units		6/30/2017	2,160,000							2,256	2,130
													2,576	2,450
Buca C, LLC		Casual Restaurant Group
			Secured Debt	(17)	6/30/2015		12.00%				8/31/2023	16,980	16,980	12,254
			Preferred Member Units		6/30/2015	6	6.00%			6.00%			4,770	—
													21,750	12,254
Career Team Holdings, LLC		Provider of Workforce Training and Career Development Services
			Secured Debt	(9) (25) (28)	12/17/2021			SF+	6.00%		12/17/2026	—	(21)	(21)
			Secured Debt		12/17/2021		12.50%				12/17/2026	20,160	20,031	20,031
			Common Stock		12/17/2021	450,000							4,500	4,500
													24,510	24,510
Classic H&G Holdings, LLC		Provider of Engineered Packaging Solutions
			Secured Debt	(9) (28)	3/12/2020		11.50%	SF+	6.00%		3/12/2025	4,560	4,560	4,560
			Secured Debt		3/12/2020		8.00%				3/12/2025	19,274	19,214	19,274
			Preferred Member Units	(8)	3/12/2020	154							5,760	16,000
													29,534	39,834
Congruent Credit Opportunities Funds	(12) (13)	Investment Partnership
			LP Interests (Congruent Credit Opportunities Fund III, LP)	(8) (30)	2/4/2015	13.32%							4,778	4,426

DMA Industries, LLC		Distributor of aftermarket ride control products
			Secured Debt		11/19/2021		12.00%				11/19/2026	20,000	19,867	20,000
			Preferred Equity		11/19/2021	5,944							5,944	7,260
													25,811	27,260
Dos Rios Partners	(12) (13)	Investment Partnership
			LP Interests (Dos Rios Partners, LP)	(30)	4/25/2013	20.24%							6,313	8,594

Table of contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

September 30, 2023

(dollars in thousands)

(Unaudited)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Total Rate	Reference Rate and Spread (28)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)

			LP Interests (Dos Rios Partners - A, LP)	(30)	4/25/2013	6.43%							2,005	2,679
													8,318	11,273
Dos Rios Stone Products LLC	(10)	Limestone and Sandstone Dimension Cut Stone Mining Quarries
			Class A Preferred Units	(29)	6/27/2016	2,000,000							2,000	1,580

EIG Fund Investments	(12) (13)	Investment Partnership
			LP Interests (EIG Global Private Debt Fund-A, L.P.)	(8) (30)	11/6/2015	5,000,000							1,020	973

Flame King Holdings, LLC		Propane Tank and Accessories Distributor
			Preferred Equity	(8)	10/29/2021	9,360							10,400	27,900

Freeport Financial Funds	(12) (13)	Investment Partnership
			LP Interests (Freeport Financial SBIC Fund LP)	(30)	3/23/2015	9.30%							3,507	3,497
			LP Interests (Freeport First Lien Loan Fund III LP)	(8) (30)	7/31/2015	5.95%							5,328	4,873
													8,835	8,370
GFG Group, LLC		Grower and Distributor of a Variety of Plants and Products to Other Wholesalers, Retailers and Garden Centers
			Secured Debt		3/31/2021		8.00%				3/31/2026	10,545	10,491	10,545
			Preferred Member Units	(8)	3/31/2021	226							4,900	10,380
													15,391	20,925
Harris Preston Fund Investments	(12) (13)	Investment Partnership
			LP Interests (HPEP 3, L.P.)	(8) (30)	8/9/2017	8.22%							2,050	4,106
			LP Interests (HPEP 4, L.P.)	(30)	7/12/2022	9.29%							2,796	2,796
			LP Interests (423 COR, L.P.)	(8) (30)	6/2/2022	22.93%							1,400	1,400
			LP Interests (423 HAR, L.P.)	(30)	6/2/2023	15.60%							750	750
													6,996	9,052
Hawk Ridge Systems, LLC		Value-Added Reseller of Engineering Design and Manufacturing Solutions
			Secured Debt	(9) (28)	12/2/2016		11.65%	SF+	6.00%		1/15/2026	1,799	1,797	1,799
			Secured Debt		12/2/2016		12.50%				1/15/2026	45,256	45,131	45,256
			Preferred Member Units	(8)	12/2/2016	226							2,850	17,460
			Preferred Member Units	(29)	12/2/2016	226							150	920
													49,928	65,435
Houston Plating and Coatings, LLC		Provider of Plating and Industrial Coating Services

Table of contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

September 30, 2023

(dollars in thousands)

(Unaudited)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Total Rate	Reference Rate and Spread (28)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)

			Unsecured Convertible Debt		5/1/2017		8.00%				10/2/2024	3,000	3,000	2,880
			Member Units	(8)	1/8/2003	322,297							2,352	3,640
													5,352	6,520
I-45 SLF LLC	(12) (13)	Investment Partnership
			Member Units (Fully diluted 20.0%; 21.75% profits interest)	(8)	10/20/2015	20.00%							20,200	13,217

Infinity X1 Holdings, LLC		Manufacturer and Supplier of Personal Lighting Products
			Secured Debt		3/31/2023		13.00%				3/31/2028	17,775	17,618	17,618
			Preferred Equity		3/31/2023	80,000							4,000	4,000
													21,618	21,618
Integral Energy Services	(10)	Nuclear Power Staffing Services
			Secured Debt	(9) (28)	8/20/2021		13.01%	SF+	7.50%		8/20/2026	15,769	15,576	15,069
			Common Stock		8/20/2021	9,968							1,356	290
													16,932	15,359
Iron-Main Investments, LLC		Consumer Reporting Agency Providing Employment Background Checks and Drug Testing
			Secured Debt		8/2/2021		13.50%				1/31/2028	4,514	4,485	4,485
			Secured Debt		9/1/2021		13.50%				1/31/2028	3,140	3,120	3,120
			Secured Debt		11/15/2021		13.50%				1/31/2028	8,944	8,944	8,944
			Secured Debt		11/15/2021		13.50%				1/31/2028	19,624	19,496	19,496
			Secured Debt		1/31/2023		13.50%				1/31/2028	10,762	10,449	10,449
			Common Stock		8/3/2021	203,016							2,756	2,830
													49,250	49,324
ITA Holdings Group, LLC		Air Ambulance Services
			Secured Debt	(25) (28)	6/21/2023			SF+	9.00%	2.00%	6/21/2027	—	(11)	(11)
			Secured Debt	(25) (28)	6/21/2023			SF+	9.00%	2.00%	6/21/2027	—	(9)	(9)
			Secured Debt	(28)	6/21/2023		15.40%	SF+	8.00%	2.00%	6/21/2027	4,340	3,341	3,341
			Secured Debt	(28)	6/21/2023		17.40%	SF+	10.00%	2.00%	6/21/2027	4,340	3,341	3,341
			Warrants	(27)	6/21/2023	193,307					6/21/2033		2,091	2,091
													8,753	8,753
OnAsset Intelligence, Inc.		Provider of Transportation Monitoring / Tracking Products and Services
			Secured Debt	(14)	5/20/2014		12.00%			12.00%	12/31/2023	964	964	372
			Secured Debt	(14)	3/21/2014		12.00%			12.00%	12/31/2023	983	983	380
			Secured Debt	(14)	5/10/2013		12.00%			12.00%	12/31/2023	2,116	2,116	818
			Secured Debt	(14)	4/18/2011		12.00%			12.00%	12/31/2023	4,415	4,415	1,706
			Unsecured Debt	(14)	6/5/2017		10.00%			10.00%	12/31/2023	305	305	305
			Preferred Stock		4/18/2011	912	7.00%			7.00%			1,981	—
			Common Stock		4/15/2021	635							830	—

Table of contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

September 30, 2023

(dollars in thousands)

(Unaudited)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Total Rate	Reference Rate and Spread (28)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)

			Warrants	(27)	4/18/2011	4,699					5/10/2025		1,089	—
													12,683	3,581
Oneliance, LLC		Construction Cleaning Company
			Secured Debt	(9) (17) (25) (28)	8/6/2021			SF+	11.00%		8/6/2023	—	—	—
			Secured Debt	(9) (28)	8/6/2021		16.48%	SF+	11.00%		8/6/2026	5,520	5,488	5,427
			Preferred Stock		8/6/2021	1,128							1,128	1,128
													6,616	6,555
Rocaceia, LLC (Quality Lease and Rental Holdings, LLC)		Provider of Rigsite Accommodation Unit Rentals and Related Services
			Preferred Member Units		1/8/2013	250							2,500	—

SI East, LLC		Rigid Industrial Packaging Manufacturing
			Secured Debt		8/31/2018		11.25%				6/16/2028	1,875	1,857	1,875
			Secured Debt	(23)	6/16/2023		12.49%				6/16/2028	54,536	54,282	54,536
			Preferred Member Units	(8)	8/31/2018	165							1,525	17,540
													57,664	73,951
Slick Innovations, LLC		Text Message Marketing Platform
			Secured Debt		9/13/2018		14.00%				12/22/2027	12,160	12,054	12,160
			Common Stock	(8)	9/13/2018	70,000							456	1,990
													12,510	14,150
Student Resource Center, LLC	(10)	Higher Education Services
			Secured Debt		12/31/2022		8.50%			8.50%	12/31/2027	5,327	4,883	4,770
			Preferred Equity		12/31/2022	5,907,649							—	120
													4,883	4,890
Superior Rigging & Erecting Co.		Provider of Steel Erecting, Crane Rental & Rigging Services
			Secured Debt		8/31/2020		12.00%				8/31/2025	20,500	20,416	20,416
			Preferred Member Units		8/31/2020	1,636							4,500	5,940
													24,916	26,356
The Affiliati Network, LLC		Performance Marketing Solutions
			Secured Debt	(25)	8/9/2021						8/9/2026	—	(11)	(11)
			Secured Debt		8/9/2021		13.00%				8/9/2026	7,921	7,868	7,739
			Preferred Stock	(8)	8/9/2021	1,280,000							6,400	6,400
			Preferred Stock		9/1/2023	172,110							172	172
													14,429	14,300
UnionRock Energy Fund II, LP	(12) (13)	Investment Partnership
			LP Interests	(8) (30)	6/15/2020	11.11%							3,978	5,135

Table of contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

September 30, 2023

(dollars in thousands)

(Unaudited)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Total Rate	Reference Rate and Spread (28)		PIK Rate (19)	Maturity Date	Principal (4)		Cost (4)		Fair Value (18)

UniTek Global Services, Inc.	(11)	Provider of Outsourced Infrastructure Services
			Secured Convertible Debt		1/1/2021		15.00%			15.00%	6/30/2028	1,650		1,650		4,044
			Secured Convertible Debt		1/1/2021		15.00%			15.00%	6/30/2028	809		809		1,983
			Preferred Stock	(8)	8/29/2019	1,133,102	20.00%			20.00%				2,482		2,833
			Preferred Stock		8/21/2018	1,521,122	20.00%			20.00%				2,188		3,977
			Preferred Stock		6/30/2017	2,281,682	19.00%			19.00%				3,667		—
			Preferred Stock		1/15/2015	4,336,866	13.50%			13.50%				7,924		—
			Common Stock		4/1/2020	945,507								—		—
														18,720		12,837
Universal Wellhead Services Holdings, LLC	(10)	Provider of Wellhead Equipment, Designs, and Personnel to the Oil & Gas Industry
			Preferred Member Units	(29)	12/7/2016	716,949	14.00%			14.00%				1,032		220
			Member Units	(29)	12/7/2016	4,000,000								4,000		—
														5,032		220
World Micro Holdings, LLC		Supply Chain Management
			Secured Debt		12/12/2022		13.00%				12/12/2027	13,402		13,290		13,290
			Preferred Equity	(8)	12/12/2022	3,845								3,845		3,845
														17,135		17,135
Subtotal Affiliate Investments (23.9% of net assets at fair value)														$	537,455	$	565,942
Non-Control Investments (7)
AB Centers Acquisition Corporation	(10)	Applied Behavior Analysis Therapy Provider
			Secured Debt	(9)	9/6/2022		13.50%	P+	5.00%		9/6/2028	$	647	$	582	$	647
			Secured Debt	(9) (25) (28)	9/6/2022			SF+	6.00%		9/6/2028	—		(28)		(28)
			Secured Debt	(9) (28)	9/6/2022		11.42%	SF+	6.00%		9/6/2028	19,864		19,322		19,864
			Secured Debt	(9) (28)	6/21/2023		11.42%	SF+	6.00%		9/6/2028	1,379		1,308		1,379
														21,184		21,862
Acousti Engineering Company of Florida	(10)	Interior Subcontractor Providing Acoustical Walls and Ceilings
			Secured Debt	(9) (28)	11/2/2020		13.94%	SF+	8.50%		11/2/2025	1,678		1,671		1,678
			Secured Debt	(9) (28)	11/2/2020		13.94%	SF+	8.50%		11/2/2025	9,485		9,438		9,485
			Secured Debt	(9) (28)	5/26/2021		17.94%	SF+	12.50%		11/2/2025	764		759		764
														11,868		11,927
Acumera, Inc.	(10)	Managed Security Service Provider
			Secured Debt	(9) (25) (28)	6/7/2023			SF+	7.50%		6/7/2028	—		(2)		(2)
			Secured Debt	(9) (28)	6/7/2023		12.99%	SF+	7.50%		6/7/2028	25,110		24,824		25,110
			Warrants	(43)	6/7/2023	17,525					5/19/2028			—		110
														24,822		25,218

Table of contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

September 30, 2023

(dollars in thousands)

(Unaudited)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Total Rate	Reference Rate and Spread (28)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)

Adams Publishing Group, LLC	(10)	Local Newspaper Operator
			Secured Debt	(9) (28) (41)	3/11/2022		11.00%	SF+	7.00%	1.00%	3/11/2027	7,112	7,112	7,029
			Secured Debt	(9) (28) (41)	3/11/2022		11.00%	SF+	7.00%	1.00%	3/11/2027	21,792	21,749	21,537
													28,861	28,566
ADS Tactical, Inc.	(11)	Value-Added Logistics and Supply Chain Provider to the Defense Industry
			Secured Debt	(9) (28)	3/29/2021		11.18%	SF+	5.75%		3/19/2026	17,529	17,341	17,244

AMEREQUIP LLC.	(10)	Full Service Provider of Comprehensive Commercial Production Services, Including the Design, Engineering, and Manufacturing of Products It
			Secured Debt	(9) (25) (28)	8/31/2022			SF+	7.40%		8/31/2027	—	(115)	(115)
			Secured Debt	(9) (28)	8/31/2022		12.87%	SF+	7.40%		8/31/2027	32,116	31,630	32,116
			Common Stock	(8)	8/31/2022	235							1,844	1,930
													33,359	33,931
American Health Staffing Group, Inc.	(10)	Healthcare Temporary Staffing
			Secured Debt	(9) (25)	11/19/2021			L+	6.00%		11/19/2026	—	(8)	(8)
			Secured Debt	(9)	11/19/2021		11.43%	L+	6.00%		11/19/2026	6,567	6,525	6,567
													6,517	6,559
American Nuts, LLC	(10)	Roaster, Mixer and Packager of Bulk Nuts and Seeds
			Secured Debt	(9) (28)	3/11/2022		15.15%	SF+	8.75%	1.00%	4/10/2026	5,720	5,665	4,747
			Secured Debt	(9) (28)	3/11/2022		15.15%	SF+	8.75%	1.00%	4/10/2026	9,307	9,203	7,712
			Secured Debt	(9) (14) (28)	3/11/2022		17.15%	SF+	10.75%	1.00%	4/10/2026	5,705	5,645	3,116
			Secured Debt	(9) (14) (28)	3/11/2022		17.15%	SF+	10.75%	1.00%	4/10/2026	9,283	9,169	5,070
													29,682	20,645
American Teleconferencing Services, Ltd.	(11)	Provider of Audio Conferencing and Video Collaboration Solutions
			Secured Debt	(14) (17)	9/17/2021		7.50%	L+	6.50%		4/7/2023	2,980	2,980	134
			Secured Debt	(9) (14) (17)	5/19/2016		7.50%	L+	6.50%		6/8/2023	14,370	13,706	647
													16,686	781
ArborWorks, LLC	(10)	Vegetation Management Services
			Secured Debt	(9) (14) (28)	11/9/2021		15.43%	SF+	7.00%	3.00%	11/9/2026	6,986	6,892	3,899
			Secured Debt	(9) (14) (28)	11/9/2021		15.43%	SF+	7.00%	3.00%	11/9/2026	29,762	29,335	16,611

Table of contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

September 30, 2023

(dollars in thousands)

(Unaudited)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Total Rate	Reference Rate and Spread (28)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)

			Common Equity		11/9/2021	234							234	—
													36,461	20,510
Archer Systems, LLC	(10)	Mass Tort Settlement Administration Solutions Provider
			Secured Debt	(9) (25) (28)	8/11/2022			SF+	6.00%		8/11/2027	—	(114)	(114)
			Secured Debt	(9) (28)	8/11/2022		11.54%	SF+	6.00%		8/11/2027	45,375	44,634	45,375
			Common Stock		8/11/2022	1,387,832							1,388	2,030
													45,908	47,291
ATS Operating, LLC	(10)	For-Profit Thrift Retailer
			Secured Debt	(9) (28)	1/18/2022		12.01%	SF+	6.50%		1/18/2027	720	720	720
			Secured Debt	(9) (28)	1/18/2022		11.01%	SF+	5.50%		1/18/2027	6,660	6,660	6,660
			Secured Debt	(9) (28)	1/18/2022		13.01%	SF+	7.50%		1/18/2027	6,660	6,660	6,660
			Common Stock		1/18/2022	720,000							720	570
													14,760	14,610
AVEX Aviation Holdings, LLC	(10)	Specialty Aircraft Dealer & MRO Provider
			Secured Debt	(9) (28)	12/23/2022		12.67%	SF+	7.25%		12/23/2027	1,474	1,346	1,428
			Secured Debt	(9) (28)	12/23/2022		12.80%	SF+	7.25%		12/23/2027	24,663	23,826	23,898
			Common Equity		12/15/2021	984							965	892
													26,137	26,218
Berry Aviation, Inc.	(10)	Charter Airline Services
			Preferred Member Units	(8) (29)	7/6/2018	1,548,387							—	2,820
			Preferred Member Units	(8) (29)	11/12/2019	122,416							—	220
													—	3,040
Bettercloud, Inc.	(10)	SaaS Provider of Workflow Management and Business Application Solutions
			Secured Debt	(9) (25) (28)	6/30/2022			SF+	7.25%		6/30/2028	—	(65)	(65)
			Secured Debt	(9) (28)	6/30/2022		12.67%	SF+	7.25%	6.25%	6/30/2028	28,938	28,519	27,737
													28,454	27,672
Binswanger Enterprises, LLC	(10)	Glass Repair and Installation Service Provider
			Member Units		3/10/2017	1,050,000							1,050	20

Bluestem Brands, Inc.	(11)	Multi-Channel Retailer of General Merchandise
			Secured Debt	(9)	10/19/2022		16.00%	P+	7.50%	15.00%	8/28/2025	2,458	2,458	2,311
			Secured Debt	(9) (28)	8/28/2020		13.94%	SF+	8.50%	12.94%	8/28/2025	3,557	2,868	3,344
			Common Stock		10/1/2020	723,184							1	1,140
			Warrants	(27)	10/19/2022	163,295					10/19/2032		1,036	260
													6,363	7,055

Table of contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

September 30, 2023

(dollars in thousands)

(Unaudited)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Total Rate	Reference Rate and Spread (28)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)

Bond Brand Loyalty ULC	(10) (13) (21)	Provider of Loyalty Marketing Services
			Secured Debt	(9) (25) (28)	5/1/2023			SF+	7.00%		5/1/2028	—	(26)	(26)
			Secured Debt	(9) (28)	5/1/2023		11.40%	SF+	6.00%		5/1/2028	6,421	6,303	6,357
			Secured Debt	(9) (28)	5/1/2023		13.40%	SF+	8.00%		5/1/2028	6,421	6,303	6,356
			Common Equity		5/1/2023	571							571	571
													13,151	13,258
Brainworks Software, LLC	(10)	Advertising Sales and Newspaper Circulation Software
			Secured Debt	(9) (14) (17)	8/12/2014		12.50%	P+	9.25%		7/22/2019	761	761	761
			Secured Debt	(9) (14) (17)	8/12/2014		12.50%	P+	9.25%		7/22/2019	7,056	7,056	1,075
													7,817	1,836
Brightwood Capital Fund Investments	(12) (13)	Investment Partnership
			LP Interests (Brightwood Capital Fund III, LP)	(30)	7/21/2014	1.55%							6,527	4,221
			LP Interests (Brightwood Capital Fund IV, LP)	(8) (30)	10/26/2016	0.59%							4,350	4,661
			LP Interests (Brightwood Capital Fund V, LP)	(8) (30)	7/12/2021	1.31%							2,000	2,391
													12,877	11,273
Burning Glass Intermediate Holding Company, Inc.	(10)	Provider of Skills-Based Labor Market Analytics
			Secured Debt	(9) (28)	6/14/2021		10.42%	SF+	5.00%		6/10/2026	465	443	465
			Secured Debt	(9) (28)	6/14/2021		10.42%	SF+	5.00%		6/10/2028	19,732	19,493	19,732
													19,936	20,197
Cadence Aerospace LLC	(10)	Aerostructure Manufacturing
			Secured Debt	(9) (28)	11/14/2017		12.07%	SF+	6.50%		11/14/2024	5,003	4,998	5,003
			Secured Debt	(9) (28)	11/14/2017		12.07%	SF+	6.50%		11/14/2024	1,557	1,555	1,557
			Secured Debt	(9) (28)	11/14/2017		12.07%	SF+	6.50%		11/14/2024	2,048	2,046	2,048
			Secured Debt	(9) (28)	11/14/2017		12.07%	SF+	6.50%		11/14/2024	587	586	587
			Secured Debt	(9) (28)	11/14/2017		12.07%	SF+	6.50%		11/14/2024	61	61	61
													9,246	9,256
CAI Software LLC		Provider of Specialized Enterprise Resource Planning Software
			Preferred Equity		12/13/2021	1,788,527							1,789	1,789
			Preferred Equity		12/13/2021	596,176							—	—
													1,789	1,789
Camin Cargo Control, Inc.	(11)	Provider of Mission Critical Inspection, Testing and Fuel Treatment Services
			Secured Debt	(9) (28)	6/14/2021		11.93%	SF+	6.50%		6/4/2026	15,098	15,015	14,569

Table of contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

September 30, 2023

(dollars in thousands)

(Unaudited)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Total Rate	Reference Rate and Spread (28)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)


CaseWorthy, Inc.	(10)	SaaS Provider of Case Management Solutions
			Secured Debt	(9) (25) (28)	5/18/2022			SF+	6.00%		5/18/2027	—	(9)	(9)
			Secured Debt	(9) (28)	5/18/2022		11.65%	SF+	6.00%		5/18/2027	7,973	7,908	7,973
			Secured Debt	(9) (28)	5/18/2022		11.65%	SF+	6.00%		5/18/2027	6,133	6,089	6,133
			Common Equity		12/30/2022	245,926							246	246
													14,234	14,343
Channel Partners Intermediateco, LLC	(10)	Outsourced Consumer Services Provider
			Secured Debt	(9) (28) (33)	2/7/2022		12.58%	SF+	7.00%		2/7/2027	3,107	2,923	3,007
			Secured Debt	(9) (28)	2/7/2022		12.53%	SF+	7.00%		2/7/2027	36,633	36,132	35,451
			Secured Debt	(9) (28)	6/24/2022		12.53%	SF+	7.00%		2/7/2027	2,030	2,002	1,964
			Secured Debt	(9) (28)	3/27/2023		12.53%	SF+	7.00%		2/7/2027	4,905	4,796	4,747
													45,853	45,169
Clarius BIGS, LLC	(10)	Prints & Advertising Film Financing
			Secured Debt	(14) (17)	9/23/2014		15.00%			15.00%	1/5/2015	2,687	2,687	19

Computer Data Source, LLC	(10)	Third Party Maintenance Provider to the Data Center Ecosystem
			Secured Debt	(9) (28) (34)	8/6/2021		13.61%	SF+	8.00%		8/6/2026	5,000	4,943	4,804
			Secured Debt	(9) (28)	8/6/2021		13.52%	SF+	8.00%		8/6/2026	18,381	18,168	17,660
													23,111	22,464
Construction Supply Investments, LLC	(10)	Distribution Platform of Specialty Construction Materials to Professional Concrete and Masonry Contractors
			Member Units		12/29/2016	861,618							3,335	23,135

Dalton US Inc.	(10)	Provider of Supplemental Labor Services
			Secured Debt	(9) (28) (35)	8/16/2022		13.92%	SF+	8.50%		8/16/2027	803	618	803
			Secured Debt	(9) (28)	8/16/2022		14.18%	SF+	8.50%		8/16/2027	4,015	3,954	4,015
			Secured Debt	(9) (28)	8/16/2022		13.92%	SF+	8.50%		8/16/2027	14,245	14,024	14,245
			Common Stock		8/16/2022	201							201	201
													18,797	19,264
DTE Enterprises, LLC	(10)	Industrial Powertrain Repair and Services
			Class A Preferred Member Units		4/13/2018	776,316	8.00%			8.00%			776	260

Table of contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

September 30, 2023

(dollars in thousands)

(Unaudited)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Total Rate	Reference Rate and Spread (28)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)

			Class AA Preferred Member Units (non-voting)	(8)	4/13/2018	723,684	10.00%			10.00%			1,252	1,252
													2,028	1,512
Dynamic Communities, LLC	(10)	Developer of Business Events and Online Community Groups
			Secured Debt	(9) (28)	12/20/2022		9.91%	SF+	4.50%	9.91%	12/31/2026	2,006	1,847	1,847
			Secured Debt	(9) (28)	12/20/2022		11.91%	SF+	6.50%	11.91%	12/31/2026	2,032	1,798	1,562
			Preferred Equity		12/20/2022	125,000							128	128
			Preferred Equity		12/20/2022	2,376,241							—	—
			Common Equity		12/20/2022	1,250,000							—	—
													3,773	3,537
Eastern Wholesale Fence LLC	(10)	Manufacturer and Distributor of Residential and Commercial Fencing Solutions
			Secured Debt	(9) (28)	11/19/2020		13.54%	SF+	8.00%		10/30/2025	967	925	917
			Secured Debt	(9) (28)	11/19/2020		13.54%	SF+	8.00%		10/30/2025	4,792	4,754	4,545
			Secured Debt	(9) (28)	11/19/2020		13.54%	SF+	8.00%		10/30/2025	9,557	9,473	9,067
			Secured Debt	(9) (28)	4/20/2021		13.54%	SF+	8.00%		10/30/2025	1,982	1,962	1,880
			Secured Debt	(9) (28)	10/14/2021		13.54%	SF+	8.00%		10/30/2025	10,846	10,734	10,289
													27,848	26,698
Emerald Technologies Acquisition Co, Inc.	(11)	Design & Manufacturing
			Secured Debt	(9) (28)	2/10/2022		11.82%	SF+	6.25%		12/29/2027	9,023	8,891	8,663

EnCap Energy Fund Investments	(12) (13)	Investment Partnership
			LP Interests (EnCap Energy Capital Fund VIII, L.P.)	(8) (30)	1/22/2015	0.14%							3,566	1,917
			LP Interests (EnCap Energy Capital Fund VIII Co- Investors, L.P.)	(8) (30)	1/21/2015	0.38%							1,979	950
			LP Interests (EnCap Energy Capital Fund IX, L.P.)	(8) (30)	1/22/2015	0.10%							3,577	1,514
			LP Interests (EnCap Energy Capital Fund X, L.P.)	(8) (30)	3/25/2015	0.15%							6,639	5,609
			LP Interests (EnCap Flatrock Midstream Fund II, L.P.)	(8) (30)	3/30/2015	0.84%							5,083	1,413
			LP Interests (EnCap Flatrock Midstream Fund III, L.P.)	(8) (30)	3/27/2015	0.25%							4,745	4,458
													25,589	15,861
Engineering Research & Consulting, LLC	(10)	Provider of Engineering & Consulting Services to US Department of Defense
			Secured Debt	(9) (25)	5/23/2022			P+	5.50%		5/23/2027	—	(38)	—

Table of contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

September 30, 2023

(dollars in thousands)

(Unaudited)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Total Rate	Reference Rate and Spread (28)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)

			Secured Debt	(9) (28)	5/23/2022		11.98%	SF+	6.50%		5/23/2028	16,175	15,926	16,175
													15,888	16,175
Escalent, Inc.	(10)	Market Research and Consulting Firm
			Secured Debt	(9) (25) (28)	4/7/2023			SF+	8.00%		4/6/2029	—	(36)	(36)
			Secured Debt	(9) (28)	4/7/2023		13.49%	SF+	8.00%		4/6/2029	26,433	25,705	26,168
			Common Equity		4/7/2023	649,794							663	663
													26,332	26,795
Event Holdco, LLC	(10)	Event and Learning Management Software for Healthcare Organizations and Systems
			Secured Debt	(9) (28) (29)	12/22/2021		12.65%	SF+	7.00%		12/22/2026	3,692	3,668	3,692
			Secured Debt	(9) (28) (29)	12/22/2021		12.65%	SF+	7.00%		12/22/2026	44,308	44,021	44,308
													47,689	48,000
Flip Electronics LLC	(10)	Distributor of Hard-to-Find and Obsolete Electronic Components
			Secured Debt	(28)	3/24/2022		12.90%	SF+	7.50%		1/2/2026	982	982	982
			Secured Debt	(28)	1/4/2021		13.01%	SF+	7.50%		1/2/2026	6,185	6,111	6,185
			Secured Debt	(28)	1/4/2021		12.98%	SF+	7.50%		1/2/2026	4,909	4,802	4,909
													11,895	12,076
Fuse, LLC	(11)	Cable Networks Operator
			Secured Debt		6/30/2019		12.00%				12/31/2026	1,810	1,810	1,374
			Common Stock		6/30/2019	10,429							256	—
													2,066	1,374
GeoStabilization International (GSI)	(11)	Geohazard Engineering Services & Maintenance
			Secured Debt	(28)	1/2/2019		10.80%	SF+	5.25%		12/19/2025	20,337	20,285	19,981

GS HVAM Intermediate, LLC	(10)	Specialized Food Distributor
			Secured Debt	(9) (28) (36)	10/18/2019		11.92%	SF+	6.50%		4/2/2025	1,955	1,950	1,955
			Secured Debt	(9) (25) (28)	10/18/2019		11.92%	SF+	6.50%		4/2/2025	—	(11)	(11)
			Secured Debt	(9) (28)	10/18/2019		11.92%	SF+	6.50%		4/2/2025	10,651	10,629	10,651
			Secured Debt	(9) (28)	9/15/2023		11.93%	SF+	6.50%		4/2/2025	955	955	955
													13,523	13,550
GULF PACIFIC ACQUISITION, LLC	(10)	Rice Processor and Merchandiser
			Secured Debt	(9) (25) (28)	9/30/2022			SF+	5.75%		9/30/2028	—	(17)	—
			Secured Debt	(9) (28)	9/30/2022		11.38%	SF+	5.75%		9/30/2028	301	286	301
			Secured Debt	(9) (28)	9/30/2022		11.29%	SF+	5.75%		9/30/2028	3,624	3,564	3,624
													3,833	3,925

Table of contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

September 30, 2023

(dollars in thousands)

(Unaudited)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Total Rate	Reference Rate and Spread (28)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)

HDC/HW Intermediate Holdings	(10)	Managed Services and Hosting Provider
			Secured Debt	(9) (28)	12/21/2018		14.34%	SF+	9.50%	14.34%	12/21/2023	357	357	328
			Secured Debt	(9) (28)	12/21/2018		14.34%	SF+	9.50%	14.34%	12/21/2023	3,617	3,613	3,321
													3,970	3,649
HEADLANDS OP-CO LLC	(10)	Clinical Trial Sites Operator
			Secured Debt	(9) (25) (28)	8/1/2022			SF+	6.50%		8/1/2027	—	(52)	(52)
			Secured Debt	(9) (25) (28)	8/1/2022			SF+	6.50%		8/1/2027	—	(52)	(52)
			Secured Debt	(9) (28)	8/1/2022		11.82%	SF+	6.50%		8/1/2027	16,664	16,409	16,664
													16,305	16,560
HOWLCO LLC	(11) (13) (21)	Provider of Accounting and Business Development Software to Real Estate End Markets
			Secured Debt	(9) (28)	8/19/2021		11.42%	SF+	6.00%		10/23/2026	25,162	25,162	24,397

Hybrid Promotions, LLC	(10)	Wholesaler of Licensed, Branded and Private Label Apparel
			Secured Debt	(9) (28)	6/30/2021		15.76%	SF+	8.25%	2.00%	6/30/2026	7,132	7,007	5,893

IG Parent Corporation	(11)	Software Engineering
			Secured Debt	(9) (25) (28)	7/30/2021			SF+	5.75%		7/30/2026	—	(22)	—
			Secured Debt	(9) (28)	7/30/2021		11.17%	SF+	5.75%		7/30/2028	9,423	9,313	9,423
			Secured Debt	(9) (28)	7/30/2021		11.17%	SF+	5.75%		7/30/2028	4,966	4,908	4,966
													14,199	14,389
Imaging Business Machines, L.L.C.	(10)	Technology Hardware & Equipment
			Secured Debt	(9) (28)	6/8/2023		12.43%	SF+	7.00%		6/30/2028	1,977	1,891	1,957
			Secured Debt	(9) (28)	6/8/2023		12.45%	SF+	7.00%		6/30/2028	20,820	20,237	20,611
			Common Equity		6/8/2023	849							1,166	1,166
													23,294	23,734
Implus Footcare, LLC	(10)	Provider of Footwear and Related Accessories
			Secured Debt	(9) (28)	6/1/2017		14.30%	SF+	7.75%	1.00%	7/31/2024	18,644	18,579	17,161

Industrial Services Acquisition, LLC	(10)	Industrial Cleaning Services
			Secured Debt	(9) (28) (37)	8/13/2021		12.35%	SF+	6.75%		8/13/2026	1,004	978	1,004
			Secured Debt	(9) (28)	8/13/2021		12.18%	SF+	6.75%		8/13/2026	19,093	18,870	19,093
			Preferred Member Units	(8) (29)	1/31/2018	144	10.00%			10.00%			135	157

Table of contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

September 30, 2023

(dollars in thousands)

(Unaudited)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Total Rate	Reference Rate and Spread (28)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)

			Preferred Member Units	(8) (29)	5/17/2019	80	20.00%			20.00%			100	104
			Member Units	(29)	6/17/2016	900							900	620
													20,983	20,978
Infolinks Media Buyco, LLC	(10)	Exclusive Placement Provider to the Advertising Ecosystem
			Secured Debt	(9) (28)	11/1/2021		11.17%	SF+	5.75%		11/1/2026	1,508	1,480	1,508
			Secured Debt	(9) (28)	11/1/2021		11.17%	SF+	5.75%		11/1/2026	8,528	8,423	8,528
													9,903	10,036
Insight Borrower Corporation	(10)	Test, Inspection, and Certification Instrument Provider
			Secured Debt	(9) (25) (28)	7/19/2023			SF+	6.25%		7/19/2028	—	(73)	(73)
			Secured Debt	(9) (25) (28)	7/19/2023			SF+	6.25%		7/19/2029	—	(59)	(59)
			Secured Debt	(9) (28)	7/19/2023		11.57%	SF+	6.25%		7/19/2029	14,406	13,992	13,992
			Common Equity		7/19/2023	131,100							656	656
													14,516	14,516
Inspire Aesthetics Management, LLC	(10)	Surgical and Non-Surgical Plastic Surgery and Aesthetics Provider
			Secured Debt	(9) (28)	4/3/2023		13.49%	SF+	8.00%		4/3/2028	622	601	616
			Secured Debt	(9) (28)	4/3/2023		13.40%	SF+	8.00%		4/3/2028	7,326	7,154	7,252
			Secured Debt	(9) (28)	6/14/2023		13.40%	SF+	8.00%		4/3/2028	2,947	2,883	2,917
			Common Equity		4/3/2023	131,569							417	417
													11,055	11,202
Interface Security Systems, L.L.C	(10)	Commercial Security & Alarm Services
			Secured Debt	(17) (28) (32)	12/9/2021		15.51%	SF+	10.00%	15.51%	8/7/2023	1,835	1,835	1,781
			Secured Debt	(9) (14) (17) (28)	8/7/2019		12.43%	SF+	7.00%	12.43%	8/7/2023	7,313	7,237	535
			Common Stock		12/7/2021	2,143							—	—
													9,072	2,316
Intermedia Holdings, Inc.	(11)	Unified Communications as a Service
			Secured Debt	(9) (28)	8/3/2018		11.43%	SF+	6.00%		7/19/2025	20,254	20,220	19,318

Invincible Boat Company, LLC.	(10)	Manufacturer of Sport Fishing Boats
			Secured Debt	(9)	8/28/2019		12.15%	L+	6.50%		8/28/2025	311	308	302
			Secured Debt	(9)	8/28/2019		12.15%	L+	6.50%		8/28/2025	16,889	16,814	16,373
													17,122	16,675
INW Manufacturing, LLC	(11)	Manufacturer of Nutrition and Wellness Products
			Secured Debt	(9) (28)	5/19/2021		11.40%	SF+	5.75%		3/25/2027	6,750	6,628	5,310

Table of contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

September 30, 2023

(dollars in thousands)

(Unaudited)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Total Rate	Reference Rate and Spread (28)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)


Isagenix International, LLC	(11)	Direct Marketer of Health & Wellness Products
			Secured Debt	(9) (28)	4/13/2023		10.59%	SF+	5.50%	8.09%	4/14/2028	2,560	2,305	2,304
			Common Equity		4/13/2023	186,322							—	—
													2,305	2,304
Jackmont Hospitality, Inc.	(10)	Franchisee of Casual Dining Restaurants
			Secured Debt	(9) (28)	10/26/2022		12.45%	SF+	7.00%		11/4/2024	846	830	842
			Secured Debt	(9) (28)	11/8/2021		12.43%	SF+	7.00%		11/4/2024	2,000	2,000	2,000
			Preferred Equity		11/8/2021	2,826,667							110	500
													2,940	3,342
Joerns Healthcare, LLC	(11)	Manufacturer and Distributor of Health Care Equipment & Supplies
			Secured Debt	(14) (28)	11/15/2021		23.64%	SF+	18.00%	23.64%	1/31/2024	2,431	2,431	1,977
			Secured Debt	(14) (28)	8/21/2019		21.48%	SF+	16.00%	21.48%	8/21/2024	2,057	2,038	143
			Secured Debt	(14) (28)	8/21/2019		21.48%	SF+	16.00%	21.48%	8/21/2024	1,978	1,959	137
			Common Stock		8/21/2019	472,579							4,429	—
													10,857	2,257
JTI Electrical & Mechanical, LLC	(10)	Electrical, Mechanical and Automation Services
			Secured Debt	(9) (28)	12/22/2021		11.59%	SF+	6.00%		12/22/2026	1,684	1,575	1,684
			Secured Debt	(9) (28)	12/22/2021		11.66%	SF+	6.00%		12/22/2026	36,237	35,763	36,237
			Common Equity		12/22/2021	1,684,211							1,684	2,230
													39,022	40,151
KMS, LLC	(10)	Wholesaler of Closeout and Value-priced Products
			Secured Debt	(9)	10/4/2021		15.75%	P+	7.25%		10/4/2026	1,037	1,001	943
			Secured Debt	(9)	10/4/2021		15.75%	P+	7.25%		10/4/2026	7,467	7,376	6,793
													8,377	7,736
Kore Wireless Group Inc.	(11)	Mission Critical Software Platform
			Secured Debt	(28)	12/31/2018		10.99%	SF+	5.50%		12/20/2024	11,209	11,183	10,564

Lightbox Holdings, L.P.	(11)	Provider of Commercial Real Estate Software
			Secured Debt	(28)	5/9/2019		10.65%	SF+	5.00%		5/9/2026	14,363	14,265	13,932

LKCM Headwater Investments I, L.P.	(12) (13)	Investment Partnership
			LP Interests	(8) (30)	1/25/2013	2.27%							1,746	3,354

LL Management, Inc.	(10)	Medical Transportation Service Provider
			Secured Debt	(9) (28)	5/2/2019		12.67%	SF+	7.25%		9/25/2024	7,960	7,933	7,960
			Secured Debt	(9) (28)	5/2/2019		12.67%	SF+	7.25%		9/25/2024	5,246	5,226	5,246

Table of contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

September 30, 2023

(dollars in thousands)

(Unaudited)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Total Rate	Reference Rate and Spread (28)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)

			Secured Debt	(9) (28)	11/20/2020		12.67%	SF+	7.25%		9/25/2024	2,803	2,793	2,803
			Secured Debt	(9) (28)	2/26/2021		12.67%	SF+	7.25%		9/25/2024	1,056	1,052	1,056
			Secured Debt	(9) (28)	5/12/2022		12.67%	SF+	7.25%		9/25/2024	10,694	10,645	10,694
													27,649	27,759
LLFlex, LLC	(10)	Provider of Metal-Based Laminates
			Secured Debt	(9) (28)	8/16/2021		15.40%	SF+	9.00%	1.00%	8/16/2026	4,427	4,329	3,970

Logix Acquisition Company, LLC	(10)	Competitive Local Exchange Carrier
			Secured Debt	(9)	1/8/2018		11.48%	L+	5.75%		12/22/2024	23,921	22,873	19,166

Looking Glass Investments, LLC	(12) (13)	Specialty Consumer Finance
			Member Units		7/1/2015	3							125	25

Mako Steel, LP	(10)	Self-Storage Design & Construction
			Secured Debt	(9)	3/15/2021		12.56%	L+	7.25%		3/15/2026	730	699	730
			Secured Debt	(9) (28)	3/15/2021		12.56%	SF+	7.00%		3/15/2026	15,147	14,995	15,147
													15,694	15,877
MB2 Dental Solutions, LLC	(11)	Dental Partnership Organization
			Secured Debt	(9) (28)	1/28/2021		11.42%	SF+	6.00%		1/29/2027	2,811	2,790	2,811
			Secured Debt	(9) (28)	1/28/2021		11.42%	SF+	6.00%		1/29/2027	3,945	3,917	3,945
			Secured Debt	(9) (28)	1/28/2021		11.42%	SF+	6.00%		1/29/2027	3,472	3,447	3,472
			Secured Debt	(9) (28)	1/28/2021		11.42%	SF+	6.00%		1/29/2027	7,816	7,741	7,816
													17,895	18,044
Microbe Formulas, LLC	(10)	Nutritional Supplements Provider
			Secured Debt	(9) (25) (28)	4/4/2022			SF+	6.25%		4/3/2028	—	(54)	(54)
			Secured Debt	(9) (28)	4/4/2022		11.42%	SF+	6.00%		4/3/2028	23,413	23,062	23,413
													23,008	23,359
Mills Fleet Farm Group, LLC	(10)	Omnichannel Retailer of Work, Farm and Lifestyle Merchandise
			Secured Debt	(9) (28)	10/24/2018		12.02%	SF+	6.50%		10/24/2024	18,769	18,647	17,991

MonitorUS Holding, LLC	(10) (13) (21)	SaaS Provider of Media Intelligence Services
			Secured Debt		5/24/2022		14.00%				5/24/2027	3,709	3,656	3,599
			Secured Debt		5/24/2022		14.00%				5/24/2027	10,107	9,954	10,587
			Secured Debt		5/24/2022		14.00%				5/24/2027	17,038	16,796	17,038
			Common Stock		8/30/2022	44,445,814							889	556
													31,295	31,780
NBG Acquisition Inc	(11)	Wholesaler of Home Décor Products

Table of contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

September 30, 2023

(dollars in thousands)

(Unaudited)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Total Rate	Reference Rate and Spread (28)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)

			Secured Debt	(9) (14)	4/28/2017		10.71%	L+	5.50%		4/26/2024	3,849	3,834	154

NinjaTrader, LLC	(10)	Operator of Futures Trading Platform
			Secured Debt	(9) (25) (28)	12/18/2019			SF+	6.25%		12/18/2024	—	(1)	—
			Secured Debt	(9) (25) (28)	12/18/2019			SF+	6.25%		12/18/2024	—	(24)	(24)
			Secured Debt	(9) (28)	12/18/2019		11.40%	SF+	6.00%		12/18/2024	20,467	20,320	20,467
													20,295	20,443
NTM Acquisition Corp.	(11)	Provider of B2B Travel Information Content
			Secured Debt	(9) (28)	7/12/2016		13.79%	SF+	7.25%	1.00%	6/7/2024	4,177	4,177	4,010

NWN Corporation	(10)	Value Added Reseller and Provider of Managed Services to a Diverse Set of Industries
			Secured Debt	(9) (25) (28)	5/7/2021			SF+	9.00%		5/7/2026	—	(112)	(97)
			Secured Debt	(9) (28)	5/7/2021		14.52%	SF+	9.00%	1.00%	5/7/2026	39,404	38,826	39,404
			Secured Debt		12/16/2022		20.00%			20.00%	8/6/2026	7,563	7,314	7,563
													46,028	46,870
Obra Capital, Inc	(11)	Alternative Asset Manager
			Secured Debt	(28)	10/10/2019		11.43%	SF+	6.00%		10/1/2026	17,801	16,912	14,775

Ospemifene Royalty Sub LLC	(10)	Estrogen-Deficiency Drug Manufacturer and Distributor
			Secured Debt	(14)	7/8/2013		11.50%				11/15/2026	4,447	4,447	61

Paragon Healthcare, Inc.	(10)	Infusion Therapy Treatment Provider
			Secured Debt	(9) (25) (28)	1/19/2022			SF+	5.75%		1/19/2027	—	(85)	—
			Secured Debt	(9) (28)	1/19/2022		11.17%	SF+	5.75%		1/19/2027	3,221	3,146	3,221
			Secured Debt	(9) (28)	1/19/2022		11.17%	SF+	5.75%		1/19/2027	18,645	18,286	18,645
													21,347	21,866
Power System Solutions	(10)	Backup Power Generation
			Secured Debt	(9) (25) (28)	6/7/2023			SF+	6.75%		6/7/2028	—	(86)	(86)
			Secured Debt	(9) (25) (28)	6/7/2023			SF+	6.75%		6/7/2028	—	(86)	(86)
			Secured Debt	(9) (28)	6/7/2023		12.03%	SF+	6.75%		6/7/2028	18,464	17,948	18,278
			Common Equity		6/7/2023	1,234							1,234	1,234
													19,010	19,340

Table of contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

September 30, 2023

(dollars in thousands)

(Unaudited)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Total Rate	Reference Rate and Spread (28)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)

PrimeFlight Aviation Services	(10)	Air Freight & Logistics
			Secured Debt	(9) (28)	5/1/2023		11.87%	SF+	6.85%		5/1/2029	8,752	8,509	8,664

Project Eagle Holdings, LLC	(10)	Provider of Secure Business Collaboration Software
			Secured Debt	(9) (25) (28)	7/6/2020			SF+	6.00%		7/6/2026	—	(14)	(14)
			Secured Debt	(9) (28)	7/6/2020		11.43%	SF+	6.00%		7/6/2026	29,144	28,807	29,144
													28,793	29,130
PTL US Bidco, Inc	(10) (13)	Manufacturers of Equipment, Including Drilling Rigs and Equipment, and Providers of Supplies and Services to Companies Involved In the Drilling, Evaluation and Completion of Oil and Gas Wells.
			Secured Debt	(9) (39)	8/19/2022		14.22%	P+	6.75%		8/19/2027	3,976	3,830	3,907
			Secured Debt	(9) (28)	8/19/2022		13.39%	SF+	7.75%		8/19/2027	27,194	26,766	26,721
													30,596	30,628
RA Outdoors LLC	(10)	Software Solutions Provider for Outdoor Activity Management
			Secured Debt	(9) (28)	4/8/2021		12.64%	SF+	7.00%		4/8/2026	505	496	467
			Secured Debt	(9) (28)	4/8/2021		12.14%	SF+	6.75%		4/8/2026	13,369	13,270	12,361
													13,766	12,828
Research Now Group, Inc. and Survey Sampling International, LLC	(11)	Provider of Outsourced Online Surveying
			Secured Debt	(9) (28)	12/29/2017		11.13%	SF+	5.50%		12/20/2024	19,809	19,672	14,482

Richardson Sales Solutions	(10)	Business Services
			Secured Debt	(9) (28) (36)	8/24/2023		11.82%	SF+	6.50%		8/24/2028	5,727	5,431	5,431
			Secured Debt	(9) (28)	8/24/2023		11.82%	SF+	6.50%		8/24/2028	57,273	55,611	55,611
													61,042	61,042
RM Bidder, LLC	(10)	Scripted and Unscripted TV and Digital Programming Provider
			Member Units		11/12/2015	2,779							46	14
			Warrants	(26)	11/12/2015	327,532					10/20/2025		425	—
													471	14
Roof Opco, LLC	(10)	Residential Re-Roofing/Repair
			Secured Debt	(9) (25) (28)	8/27/2021			SF+	6.50%		8/27/2026	—	(9)	—
			Secured Debt	(9) (28)	8/27/2021		12.01%	SF+	6.50%		8/27/2026	3,376	3,324	3,376
			Secured Debt	(9) (28)	8/27/2021		14.01%	SF+	8.50%		8/27/2026	3,376	3,324	3,376
													6,639	6,752

Table of contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

September 30, 2023

(dollars in thousands)

(Unaudited)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Total Rate	Reference Rate and Spread (28)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)

RTIC Subsidiary Holdings, LLC	(10)	Direct-To-Consumer eCommerce Provider of Outdoor Products
			Secured Debt	(9) (28)	9/1/2020		13.18%	SF+	7.75%		9/1/2025	1,781	1,768	1,667
			Secured Debt	(9) (28)	9/1/2020		13.18%	SF+	7.75%		9/1/2025	14,392	14,319	13,478
			Secured Debt	(9) (28)	9/1/2020		13.18%	SF+	7.75%		9/1/2025	577	574	540
													16,661	15,685
Rug Doctor, LLC.	(10)	Carpet Cleaning Products and Machinery
			Secured Debt	(9) (28)	7/16/2021		13.33%	SF+	5.75%	2.00%	11/16/2025	5,740	5,718	5,622
			Secured Debt	(9) (28)	7/16/2021		13.33%	SF+	5.75%	2.00%	11/16/2025	8,286	8,215	8,115
													13,933	13,737
SIB Holdings, LLC	(10)	Provider of Cost Reduction Services
			Secured Debt	(9) (28)	10/29/2021		11.81%	SF+	6.25%		10/29/2026	728	720	658
			Secured Debt	(9) (28)	10/29/2021		11.81%	SF+	6.25%		10/29/2026	1,534	1,513	1,389
			Secured Debt	(9) (28)	10/29/2021		11.81%	SF+	6.25%		10/29/2026	6,017	5,937	5,440
			Secured Debt	(9) (28)	10/29/2021		11.81%	SF+	6.25%		10/29/2026	457	451	413
			Secured Debt	(9) (28)	10/29/2021		11.81%	SF+	6.25%		10/29/2026	1,110	1,096	1,003
			Common Equity		10/29/2021	95,238							200	43
													9,917	8,946
South Coast Terminals Holdings, LLC	(10)	Specialty Toll Chemical Manufacturer
			Secured Debt	(9) (25) (28)	12/10/2021			SF+	6.25%		12/13/2026	—	(57)	(57)
			Secured Debt	(9) (28)	12/10/2021		11.95%	SF+	6.25%		12/13/2026	34,990	34,540	34,990
			Common Equity		12/10/2021	863,636							864	1,062
													35,347	35,995
SPAU Holdings, LLC	(10)	Digital Photo Product Provider
			Secured Debt	(9) (28)	7/1/2022		13.11%	SF+	7.50%		7/1/2027	2,491	2,443	2,491
			Secured Debt	(9) (28)	7/1/2022		13.22%	SF+	7.50%		7/1/2027	15,768	15,530	15,768
			Common Stock		7/1/2022	638,710							639	499
													18,612	18,758
Stellant Systems, Inc.	(11)	Manufacturer of Traveling Wave Tubes and Vacuum Electronic Devices
			Secured Debt	(9) (28)	10/22/2021		11.07%	SF+	5.50%		10/1/2028	7,546	7,491	7,471

Team Public Choices, LLC	(11)	Home-Based Care Employment Service Provider
			Secured Debt	(9) (28)	12/22/2020		10.88%	SF+	5.00%		12/18/2027	14,842	14,612	14,629

Tectonic Financial, LLC		Financial Services Organization
			Common Stock	(8)	5/15/2017	200,000							2,000	5,030

Tex Tech Tennis, LLC	(10)	Sporting Goods & Textiles
			Preferred Equity	(29)	7/7/2021	1,000,000							1,000	2,299

Table of contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

September 30, 2023

(dollars in thousands)

(Unaudited)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Total Rate	Reference Rate and Spread (28)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)


U.S. TelePacific Corp.	(11)	Provider of Communications and Managed Services
			Secured Debt	(9) (14) (28)	6/1/2023		6.00%	SF+	1.00%	6.00%	5/2/2026	9,298	3,745	3,678
			Secured Debt	(9) (14) (28)	6/1/2023		6.00%	SF+	1.00%	6.00%	5/2/2027	946	20	—
													3,765	3,678
USA DeBusk LLC	(10)	Provider of Industrial Cleaning Services
			Secured Debt	(9) (28)	10/22/2019		11.42%	SF+	6.00%		9/8/2026	33,322	32,888	33,322
			Secured Debt	(9) (28)	7/19/2023		11.92%	SF+	6.50%		9/8/2026	12,947	12,708	12,947
													45,596	46,269
UserZoom Technologies, Inc.	(10)	Provider of User Experience Research Automation Software
			Secured Debt	(9) (28)	1/11/2023		12.42%	SF+	7.50%		4/5/2029	4,000	3,894	4,000

Veregy Consolidated, Inc.	(11)	Energy Service Company
			Secured Debt	(9) (25) (28)	11/9/2020			SF+	5.25%		11/3/2025	—	(463)	(463)
			Secured Debt	(9) (28)	11/9/2020		11.63%	SF+	6.00%		11/3/2027	17,473	17,219	15,603
													16,756	15,140
Vistar Media, Inc.	(10)	Operator of Digital Out-of-Home Advertising Platform
			Preferred Stock		4/3/2019	70,207							767	2,339

VORTEQ Coil Finishers, LLC	(10)	Specialty Coating of Aluminum and Light-Gauge Steel
			Common Equity	(8)	11/30/2021	1,038,462							1,038	2,969

Wall Street Prep, Inc.	(10)	Financial Training Services
			Secured Debt	(9) (25) (28)	7/19/2021			SF+	7.00%		7/19/2026	—	(4)	(4)
			Secured Debt	(9) (28)	7/19/2021		12.40%	SF+	7.00%		7/19/2026	3,723	3,680	3,723
			Common Stock		7/19/2021	400,000							400	469
													4,076	4,188
Watterson Brands, LLC	(10)	Facility Management Services
			Secured Debt	(9) (28) (40)	12/17/2021		11.79%	SF+	6.25%		12/17/2026	2,223	2,194	2,223
			Secured Debt	(9) (28)	12/17/2021		11.79%	SF+	6.25%		12/17/2026	388	364	388
			Secured Debt	(9) (28)	12/17/2021		11.79%	SF+	6.25%		12/17/2026	15,967	15,802	15,967
			Secured Debt	(9) (28)	12/17/2021		11.79%	SF+	6.25%		12/17/2026	12,771	12,640	12,771
													31,000	31,349

Table of contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

September 30, 2023

(dollars in thousands)

(Unaudited)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Total Rate	Reference Rate and Spread (28)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)		Fair Value (18)

West Star Aviation Acquisition, LLC	(10)	Aircraft, Aircraft Engine and Engine Parts
			Secured Debt	(9) (28)	3/1/2022		11.39%	SF+	6.00%		3/1/2028	1,205	1,175		1,205
			Secured Debt	(9) (28)	3/1/2022		11.35%	SF+	6.00%		3/1/2028	10,685	10,527		10,685
			Common Stock		3/1/2022	1,541,400							1,541		2,759
													13,243		14,649
Winter Services LLC	(10)	Provider of Snow Removal and Ice Management Services
			Secured Debt	(9) (25) (28)	11/19/2021			SF+	7.00%		11/19/2026	—	(28)		—
			Secured Debt	(9) (28)	11/19/2021		12.51%	SF+	7.00%		11/19/2026	2,067	2,033		2,067
			Secured Debt	(9) (28)	11/19/2021		12.51%	SF+	7.00%		11/19/2026	9,300	9,182		9,300
													11,187		11,367
Xenon Arc, Inc.	(10)	Tech-enabled Distribution Services to Chemicals and Food Ingredients Primary Producers
			Secured Debt	(28)	12/17/2021		10.68%	SF+	5.25%		12/17/2026	4,032	3,854		4,032
			Secured Debt	(28)	12/17/2021		10.76%	SF+	5.25%		12/17/2027	24,118	23,750		24,118
			Secured Debt	(28)	12/17/2021		10.66%	SF+	5.25%		12/17/2027	37,925	37,400		37,925
													65,004		66,075
YS Garments, LLC	(11)	Designer and Provider of Branded Activewear
			Secured Debt	(9) (28)	8/22/2018		12.93%	SF+	7.50%		8/9/2026	11,355	11,137		10,257

Zips Car Wash, LLC	(10)	Express Car Wash Operator
			Secured Debt	(9) (28) (38)	2/11/2022		12.67%	SF+	7.25%		3/1/2024	17,279	17,195		16,199
			Secured Debt	(9) (28) (38)	2/11/2022		12.68%	SF+	7.25%		3/1/2024	4,331	4,320		4,060
													21,515		20,259
Subtotal Non-Control/Non-Affiliate Investments (76.0% of net assets at fair value)													$	1,871,255	$	1,801,761
Total Portfolio Investments, September 30, 2023 (181.2% of net assets at fair value)													$	3,799,385	$	4,294,722
Money market funds (included in cash and cash equivalents) (44)
Dreyfus Government Cash Management (45)													$	36,507	$	36,507
Fidelity Government Fund (46)													826		826
Fidelity Treasury (31)													71		71
Total money market funds													$	37,404	$	37,404

Table of contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

September 30, 2023

(dollars in thousands)

(Unaudited)

___________________

(1)All investments are Lower Middle Market portfolio investments, unless otherwise noted. See Note C — Fair Value Hierarchy for Investments — Portfolio Composition for a description of Lower Middle Market portfolio investments. All of the Company’s investments, unless otherwise noted, are encumbered either as security for the Company’s Corporate Facility or SPV Facility (each as defined in Note B.5. — Deferred Financing Costs, and together the “Credit Facilities”) or in support of the SBA-guaranteed debentures issued by the Funds.

(2)Debt investments are income producing, unless otherwise noted by footnote (14), as described below. Equity and warrants are non-income producing, unless otherwise noted by footnote (8), as described below.

(3)See Note C—Fair Value Hierarchy for Investments—Portfolio Composition and Schedule 12-14 for a summary of geographic location of portfolio companies.

(4)Principal is net of repayments. Cost is net of repayments and accumulated unearned income. Negative cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan.

(5)Control investments are defined by the 1940 Act as investments in which more than 25% of the voting securities are owned or where the ability to nominate greater than 50% of the board representation is maintained.

(6)Affiliate investments are defined by the 1940 Act as investments in which between 5% and 25% (inclusive) of the voting securities are owned and the investments are not classified as Control investments.

(7)Non-Control/Non-Affiliate investments are defined by the 1940 Act as investments that are neither Control investments nor Affiliate investments.

(8)Income producing through dividends or distributions.

(9)Index based floating interest rate is subject to contractual minimum interest rate. As noted in this schedule, 91% of the loans (based on the par amount) contain LIBOR or Term SOFR (“SOFR”) floors which range between 0.50% and 2.00%, with a weighted-average floor of 1.13%.

(10)Private Loan portfolio investment. See Note C—Fair Value Hierarchy for Investments—Portfolio Composition for a description of Private Loan portfolio investments.

(11)Middle Market portfolio investment. See Note C—Fair Value Hierarchy for Investments—Portfolio Composition for a description of Middle Market portfolio investments.

(12)Other Portfolio investment. See Note C—Fair Value Hierarchy for Investments—Portfolio Composition for a description of Other Portfolio investments.

(13)Investment is not a qualifying asset as defined under Section 55(a) of the 1940 Act. Qualifying assets must represent at least 70% of total assets at the time of acquisition of any additional non-qualifying assets.

(14)Non-accrual and non-income producing debt investment.

(15)All of the Company’s portfolio investments are generally subject to restrictions on resale as “restricted securities.”

(16)External Investment Manager. Investment is not encumbered as security for the Company's Credit Facilities or in support of the SBA-guaranteed debentures issued by the Funds.

(17)Maturity date is under on-going negotiations with the portfolio company and other lenders, if applicable.

(18)Investment fair value was determined using significant unobservable inputs, unless otherwise noted. See Note C—Fair Value Hierarchy for Investments—Portfolio Composition for further discussion. Negative fair value is the result of the capitalized discount on the loan or the unfunded commitment being valued below par.

(19)Investments may have a portion, or all, of their income received from Paid-in-Kind (“PIK”) interest or dividends. PIK interest income and cumulative dividend income represent income not paid currently in cash. The difference between the Total Rate and PIK Rate represents the cash rate as of September 30, 2023.

(20)All portfolio company headquarters are based in the United States, unless otherwise noted.

Table of contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

September 30, 2023

(dollars in thousands)

(Unaudited)

(21)Portfolio company headquarters are located outside of the United States.

(22)The Company has entered into an intercreditor agreement that entitles the Company to the “last out” tranche of the first lien secured loans, whereby the “first out” tranche will receive priority as to the “last out” tranche with respect to payments of principal, interest, and any other amounts due thereunder. Therefore, the Company receives a higher interest rate than the contractual stated interest rate of SOFR+6.25% (Floor 1.00%) per the credit agreement and the Consolidated Schedule of Investments above reflects such higher rate.

(23)The Company has entered into an intercreditor agreement that entitles the Company to the “last out” tranche of the first lien secured loans, whereby the “first out” tranche will receive priority as to the “last out” tranche with respect to payments of principal, interest, and any other amounts due thereunder. Therefore, the Company receives a higher interest rate than the contractual stated interest rate of 11.25% per the credit agreement and the Consolidated Schedule of Investments above reflects such higher rate.

(24)Investment date represents the date of initial investment in the security position.

(25)The position is unfunded and no interest income is being earned as of September 30, 2023. The position may earn a nominal unused facility fee on committed amounts.

(26)Warrants are presented in equivalent units with a strike price of $14.28 per unit.

(27)Warrants are presented in equivalent shares/units with a strike price of $0.01 per share/unit.

(28)A majority of the variable rate loans in the Company’s investment portfolio bear interest at a rate that may be determined by reference to either LIBOR (“L”), SOFR (“SF”) or an alternate Base Rate (commonly based on the Federal Funds Rate or the Prime Rate (“P”)), which typically resets every one, three, or six months at the borrower’s option. SOFR based contracts may include a credit spread adjustment (the “Adjustment”) that is charged in addition to the stated spread. The Adjustment is applied when the SOFR rate, plus the Adjustment, exceeds the stated floor rate, as applicable. As of September 30, 2023, SOFR based contracts in the portfolio had Adjustments ranging from 0.10% to 0.43%.

(29)Shares/Units represent ownership in a related Real Estate or HoldCo entity.

(30)Investment is not unitized. Presentation is made in percent of fully diluted ownership unless otherwise indicated.

(31)Effective yield as of September 30, 2023 was approximately 4.98% on the Fidelity Treasury.

(32)As of September 30, 2023, borrowings under the loan facility bore interest at SOFR+10.00%. RLOC facility permits the borrower to make an interest rate election regarding the base rate on each draw under the facility. The rate presented represents a weighted-average rate for borrowings under the facility, as of September 30, 2023.

(33)As of September 30, 2023, borrowings under the loan facility bore interest at SOFR+7.00% (Floor 2.00%). RLOC facility permits the borrower to make an interest rate election regarding the base rate on each draw under the facility. The rate presented represents a weighted-average rate for borrowings under the facility, as of September 30, 2023.

(34)As of September 30, 2023, borrowings under the loan facility bore interest at LIBOR+8.00% (Floor 1.00%). RLOC facility permits the borrower to make an interest rate election regarding the base rate on each draw under the facility. The rate presented represents a weighted-average rate for borrowings under the facility, as of September 30, 2023.

(35)As of September 30, 2023, borrowings under the loan facility bore interest at SOFR+8.50% (Floor 1.00%). RLOC facility permits the borrower to make an interest rate election regarding the base rate on each draw under the facility. The rate presented represents a weighted-average rate for borrowings under the facility, as of September 30, 2023.

(36)As of September 30, 2023, borrowings under the loan facility bore interest at SOFR+6.50% (Floor 1.00%). RLOC facility permits the borrower to make an interest rate election regarding the base rate on each draw under the facility. The rate presented represents a weighted-average rate for borrowings under the facility, as of September 30, 2023.

Table of contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

September 30, 2023

(dollars in thousands)

(Unaudited)

(37)As of September 30, 2023, borrowings under the loan facility bore interest at SOFR+6.75% (Floor 1.00%). RLOC facility permits the borrower to make an interest rate election regarding the base rate on each draw under the facility. The rate presented represents a weighted-average rate for borrowings under the facility, as of September 30, 2023.

(38)As of September 30, 2023, borrowings under the loan facility bear interest at SOFR+7.25% (Floor 1.00%). Each new draw or funding on the facility has a different floating rate reset date. The rate presented represents a weighted-average rate for borrowings under the facility, as of September 30, 2023.

(39)As of September 30, 2023, borrowings under the loan facility have multiple contracts that bear interest at either SOFR+7.75% or PRIME+6.75% (Floor 1.00%). RLOC facility permits the borrower to make an interest rate election regarding the base rate on each draw under the facility. The rate presented represents the base rate applicable to the majority of the facility and the weighted-average rate for borrowings under the facility, as of September 30, 2023.

(40)As of September 30, 2023, borrowings under the loan facility bore interest at SOFR+6.25% (Floor 1.00%). RLOC facility permits the borrower to make an interest rate election regarding the base rate on each draw under the facility. The rate presented represents a weighted-average rate for borrowings under the facility, as of September 30, 2023.

(41)Index based floating interest rate is subject to contractual maximum base rate of 3.00%.

(42)Index based floating interest rate is subject to contractual maximum base rate of 2.00%.

(43)Warrants are presented in equivalent shares/units with a strike price of $1.00 per share/unit.

(44)Short-term investments represent an investment in a fund that invests in highly liquid investments with average original maturity dates of three months or less. These short-term investments are included as Cash and cash equivalents on the Consolidated Balance Sheets.

(45)Effective yield as of September 30, 2023 was approximately 4.96% on the Dreyfus Government Cash Management.

(46)Effective yield as of September 30, 2023 was approximately 4.99% on the Fidelity Government Fund.

Table of contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments

December 31, 2022

(dollars in thousands)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Total Rate	Reference Rate and Spread (29)		PIK Rate (19)	Maturity Date	Principal (4)		Cost (4)		Fair Value (18)

Control Investments (5)

Analytical Systems Keco Holdings, LLC		Manufacturer of Liquid and Gas Analyzers
			Secured Debt	(9) (25)	8/16/2019			L+	10.00%		8/16/2024	$	—	$	(3)	$	(3)
			Secured Debt	(9)	8/16/2019		14.13%	L+	10.00%		8/16/2024	4,665		4,545		4,545
			Preferred Member Units		8/16/2019	3,200	14.13%							3,200		—
			Preferred Member Units		5/20/2021	2,427								2,427		3,504
			Warrants	(27)	8/16/2019	420					8/16/2029			316		—
														10,485		8,046
ASC Interests, LLC		Recreational and Educational Shooting Facility
			Secured Debt		12/31/2019		13.00%				7/31/2024	400		400		400
			Secured Debt		8/1/2013		13.00%				7/31/2024	1,650		1,649		1,649
			Member Units		8/1/2013	1,500								1,500		800
														3,549		2,849
ATS Workholding, LLC	(10)	Manufacturer of Machine Cutting Tools and Accessories
			Secured Debt	(14)	11/16/2017		5.00%				8/16/2023	1,901		1,901		634
			Secured Debt	(14)	11/16/2017		5.00%				8/16/2023	3,015		2,857		1,005
			Preferred Member Units		11/16/2017	3,725,862								3,726		—
														8,484		1,639
Barfly Ventures, LLC	(10)	Casual Restaurant Group
			Secured Debt		10/15/2020		7.00%				10/31/2024	711		711		711
			Member Units		10/26/2020	37								1,584		3,320
														2,295		4,031
Batjer TopCo, LLC		HVAC Mechanical Contractor
			Secured Debt	(25)	3/7/2022						3/31/2027	—		(8)		(8)
			Secured Debt	(25)	3/7/2022						3/31/2027	—		—		—
			Secured Debt		3/7/2022		11.00%				3/31/2027	11,025		10,933		10,933
			Preferred Stock	(8)	3/7/2022	4,073								4,095		4,095
														15,020		15,020
Bolder Panther Group, LLC		Consumer Goods and Fuel Retailer
			Secured Debt	(9) (29) (40)	12/31/2020		13.39%	SF+	9.26%		10/31/2027	99,194		98,576		99,194
			Class B Preferred Member Units	(8)	12/31/2020	140,000	8.00%							14,000		31,420
														112,576		130,614
Brewer Crane Holdings, LLC		Provider of Crane Rental and Operating Services
			Secured Debt	(9)	1/9/2018		14.12%	L+	10.00%		1/9/2023	5,964		5,964		5,964

Table of contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2022

(dollars in thousands)


Portfolio Company (1) (20)	Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Total Rate	Reference Rate and Spread (29)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)
		Preferred Member Units	(8)	1/9/2018	2,950							4,280	7,080
												10,244	13,044
Bridge Capital Solutions Corporation	Financial Services and Cash Flow Solutions Provider
		Secured Debt		7/25/2016		13.00%				12/11/2024	8,813	8,813	8,813
		Secured Debt	(30)	7/25/2016		13.00%				12/11/2024	1,000	1,000	1,000
		Preferred Member Units	(8) (30)	7/25/2016	17,742							1,000	1,000
		Warrants	(27)	7/25/2016	82					7/25/2026		2,132	4,340
												12,945	15,153
Café Brazil, LLC	Casual Restaurant Group
		Member Units	(8)	6/9/2006	1,233							1,742	2,210

California Splendor Holdings LLC	Processor of Frozen Fruits
		Secured Debt	(9)	3/30/2018		13.75%	L+	10.00%		7/29/2026	28,000	27,951	28,000
		Preferred Member Units	(8)	3/30/2018	6,157							10,775	25,495
		Preferred Member Units	(8)	7/31/2019	3,671	15.00%			15.00%			3,994	3,994
												42,720	57,489
CBT Nuggets, LLC	Produces and Sells IT Training Certification Videos
		Member Units	(8)	6/1/2006	416							1,300	49,002

Centre Technologies Holdings, LLC	Provider of IT Hardware Services and Software Solutions
		Secured Debt	(9) (25)	1/4/2019			L+	9.00%		1/4/2026	—	—	—
		Secured Debt	(9)	1/4/2019		13.13%	L+	9.00%		1/4/2026	15,030	14,954	14,954
		Preferred Member Units		1/4/2019	13,309							6,122	8,700
												21,076	23,654
Chamberlin Holding LLC	Roofing and Waterproofing Specialty Contractor
		Secured Debt	(9) (25)	2/26/2018			L+	6.00%		2/26/2023	—	—	—
		Secured Debt	(9)	2/26/2018		12.13%	L+	8.00%		2/26/2023	16,945	16,935	16,945
		Member Units	(8)	2/26/2018	4,347							11,440	22,920
		Member Units	(8) (30)	11/2/2018	1,047,146							1,773	2,710
												30,148	42,575
Charps, LLC	Pipeline Maintenance and Construction
		Unsecured Debt		8/26/2020		10.00%				1/31/2026	5,694	4,643	5,694
		Preferred Member Units	(8)	2/3/2017	1,829							1,963	13,340
												6,606	19,034
Clad-Rex Steel, LLC	Specialty Manufacturer of Vinyl-Clad Metal

Table of contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2022

(dollars in thousands)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Total Rate	Reference Rate and Spread (29)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)
			Secured Debt	(9) (25) (29)	10/28/2022			SF+	9.00%		1/15/2024	—	—	—
			Secured Debt	(9) (29)	12/20/2016		13.23%	SF+	9.00%		1/15/2024	10,480	10,440	10,440
			Secured Debt		12/20/2016		10.00%				12/20/2036	1,049	1,039	1,039
			Member Units	(8)	12/20/2016	717							7,280	8,220
			Member Units	(30)	12/20/2016	800							210	610
													18,969	20,309
CMS Minerals Investments		Oil & Gas Exploration & Production
			Member Units	(8) (30)	4/1/2016	100							1,304	1,670

Cody Pools, Inc.		Designer of Residential and Commercial Pools
			Secured Debt	(9)	3/6/2020		15.38%	L+	10.50%		12/17/2026	1,462	1,443	1,462
			Secured Debt	(9)	3/6/2020		15.38%	L+	10.50%		12/17/2026	40,801	40,521	40,801
			Preferred Member Units	(8) (30)	3/6/2020	587							8,317	58,180
													50,281	100,443
Colonial Electric Company LLC		Provider of Electrical Contracting Services
			Secured Debt	(25)	3/31/2021						3/31/2026	—	—	—
			Secured Debt		3/31/2021		12.00%				3/31/2026	23,310	23,151	23,151
			Preferred Member Units	(8)	3/31/2021	17,280							7,680	9,160
													30,831	32,311
CompareNetworks Topco, LLC		Internet Publishing and Web Search Portals
			Secured Debt	(9) (17) (25)	1/29/2019			L+	9.00%		1/29/2022	—	—	—
			Secured Debt	(9)	1/29/2019		13.13%	L+	9.00%		1/29/2024	5,241	5,232	5,241
			Preferred Member Units	(8)	1/29/2019	1,975							1,975	19,830
													7,207	25,071
Copper Trail Fund Investments	(12) (13)	Investment Partnership
			LP Interests (CTMH, LP)	(31)	7/17/2017	38.75%							588	588

Datacom, LLC		Technology and Telecommunications Provider
			Secured Debt		3/1/2022		7.50%				12/31/2025	223	223	223
			Secured Debt		3/31/2021		7.50%				12/31/2025	8,622	8,190	7,789
			Preferred Member Units	(8)	3/31/2021	9,000							2,610	2,670
													11,023	10,682
Digital Products Holdings LLC		Designer and Distributor of Consumer Electronics
			Secured Debt	(9)	4/1/2018		14.13%	L+	10.00%		4/1/2023	15,533	15,523	15,523
			Preferred Member Units	(8)	4/1/2018	3,857							9,501	9,835

Table of contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2022

(dollars in thousands)


Portfolio Company (1) (20)	Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Total Rate	Reference Rate and Spread (29)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)
												25,024	25,358
Direct Marketing Solutions, Inc.	Provider of Omni-Channel Direct Marketing Services
		Secured Debt	(9) (25)	2/13/2018			L+	11.00%		2/13/2026	—	(88)	—
		Secured Debt	(9)	12/27/2022		15.13%	L+	11.00%		2/13/2026	27,267	27,122	27,267
		Preferred Stock	(8)	2/13/2018	8,400							8,400	22,220
												35,434	49,487
Elgin AcquireCo, LLC	Manufacturer and Distributor of Engine and Chassis Components
		Secured Debt	(9) (25) (29)	10/3/2022			SF+	6.00%		10/3/2027	—	(9)	(9)
		Secured Debt		10/3/2022		12.00%				10/3/2027	18,773	18,594	18,594
		Secured Debt		10/3/2022		9.00%				10/3/2052	6,357	6,294	6,294
		Common Stock		10/3/2022	378							7,603	7,603
		Common Stock	(30)	10/3/2022	939							1,558	1,558
												34,040	34,040
Gamber-Johnson Holdings, LLC	Manufacturer of Ruggedized Computer Mounting Systems
		Secured Debt	(9) (25) (29)	6/24/2016			SF+	8.50%		1/1/2028	—	—	—
		Secured Debt	(9) (29)	12/15/2022		11.50%	SF+	8.50%		1/1/2028	64,078	63,685	64,078
		Member Units	(8)	6/24/2016	9,042							17,692	50,890
												81,377	114,968
Garreco, LLC	Manufacturer and Supplier of Dental Products
		Secured Debt	(9) (37)	7/15/2013		9.50%	L+	8.00%		7/31/2023	3,826	3,826	3,826
		Member Units	(8)	7/15/2013	1,200							1,200	1,800
												5,026	5,626
GRT Rubber Technologies LLC	Manufacturer of Engineered Rubber Products
		Secured Debt		12/21/2018		10.12%	L+	6.00%		12/21/2023	670	670	670
		Secured Debt		12/19/2014		12.12%	L+	8.00%		10/29/2026	40,493	40,313	40,493
		Member Units	(8)	12/19/2014	5,879							13,065	44,440
												54,048	85,603
Gulf Manufacturing, LLC	Manufacturer of Specialty Fabricated Industrial Piping Products
		Member Units	(8)	8/31/2007	438							2,980	6,790

Gulf Publishing Holdings, LLC	Energy Industry Focused Media and Publishing
		Secured Debt	(9) (25)	9/29/2017			L+	9.50%		7/1/2027	—	—	—
		Secured Debt		7/1/2022		12.50%				7/1/2027	2,400	2,400	2,284
		Preferred Equity		7/1/2022	63,720							5,600	3,780

Table of contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2022

(dollars in thousands)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Total Rate	Reference Rate and Spread (29)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)
			Member Units		4/29/2016	3,681							3,681	—
													11,681	6,064
Harris Preston Fund Investments	(12) (13)	Investment Partnership
			LP Interests (2717 MH, L.P.)	(31)	10/1/2017	49.26%							3,895	7,552
			LP Interests (2717 HPP-MS, L.P.)	(31)	3/11/2022	49.26%							248	248
													4,143	7,800
Harrison Hydra-Gen, Ltd.		Manufacturer of Hydraulic Generators
			Common Stock		6/4/2010	107,456							718	3,280

Jensen Jewelers of Idaho, LLC		Retail Jewelry Store
			Secured Debt	(25)	8/29/2017			P+	6.75%		11/14/2023	—	—	—
			Secured Debt	(9)	11/14/2006		13.75%	P+	6.75%		11/14/2023	2,450	2,444	2,450
			Member Units	(8)	11/14/2006	627							811	14,970
													3,255	17,420
Johnson Downie Opco, LLC		Executive Search Services
			Secured Debt	(9) (25)	12/10/2021			L+	11.50%		12/10/2026	—	(14)	—
			Secured Debt	(9)	12/10/2021		15.63%	L+	11.50%		12/10/2026	9,999	9,920	9,999
			Preferred Equity	(8)	12/10/2021	3,150							3,150	5,540
													13,056	15,539
JorVet Holdings, LLC		Supplier and Distributor of Veterinary Equipment and Supplies
			Secured Debt		3/28/2022		12.00%				3/28/2027	25,650	25,432	25,432
			Preferred Equity	(8)	3/28/2022	107,406							10,741	10,741
													36,173	36,173
KBK Industries, LLC		Manufacturer of Specialty Oilfield and Industrial Products
			Member Units	(8)	1/23/2006	325							783	15,570

Kickhaefer Manufacturing Company, LLC		Precision Metal Parts Manufacturing
			Secured Debt		10/31/2018		11.50%				10/31/2023	20,415	20,374	20,374
			Secured Debt		10/31/2018		9.00%				10/31/2048	3,879	3,842	3,842
			Preferred Equity		10/31/2018	581							12,240	7,220
			Member Units	(8) (30)	10/31/2018	800							992	2,850
													37,448	34,286
Market Force Information, LLC		Provider of Customer Experience Management Services
			Secured Debt	(9)	7/28/2017		15.13%	L+	11.00%		7/28/2023	6,275	6,253	6,090
			Secured Debt	(14)	7/28/2017		12.00%			12.00%	7/28/2023	26,079	25,952	1,610

Table of contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2022

(dollars in thousands)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Total Rate	Reference Rate and Spread (29)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)
			Member Units		7/28/2017	743,921							16,642	—
													48,847	7,700
MetalForming AcquireCo, LLC		Distributor of Sheet Metal Folding and Metal Forming Equipment
			Secured Debt	(25)	10/19/2022						10/19/2024	—	—	—
			Secured Debt		10/19/2022		12.75%				10/19/2027	23,802	23,576	23,576
			Preferred Equity	(8)	10/19/2022	5,915,585	8.00%			8.00%			6,010	6,010
			Common Stock		10/19/2022	1,537,219							1,537	1,537
													31,123	31,123
MH Corbin Holding LLC		Manufacturer and Distributor of Traffic Safety Products
			Secured Debt		8/31/2015		13.00%				12/31/2022	6,156	6,156	4,548
			Preferred Member Units		3/15/2019	66,000							4,400	—
			Preferred Member Units		9/1/2015	4,000							6,000	—
													16,556	4,548
MS Private Loan Fund I, LP	(12) (13)	Investment Partnership
			Secured Debt	(25)	1/26/2021						12/31/2024	—	—	—
			LP Interests	(8) (31)	1/26/2021	14.51%							14,250	14,833
													14,250	14,833
MSC Adviser I, LLC	(16)	Third Party Investment Advisory Services
			Member Units	(8)	11/22/2013	1							29,500	122,930

MSC Income Fund, Inc.	(12) (13)	Business Development Company
			Common Equity	(8)	5/2/2022	94,697							750	753

Mystic Logistics Holdings, LLC		Logistics and Distribution Services Provider for Large Volume Mailers
			Secured Debt	(25)	8/18/2014						1/31/2024	—	—	—
			Secured Debt		8/18/2014		10.00%				1/31/2024	5,746	5,746	5,746
			Common Stock	(8)	8/18/2014	5,873							2,720	22,830
													8,466	28,576
NAPCO Precast, LLC		Precast Concrete Manufacturing
			Member Units		1/31/2008	2,955							2,975	11,830

Nebraska Vet AcquireCo, LLC		Mixed-Animal Veterinary and Animal Health Product Provider
			Secured Debt	(9) (25)	12/31/2020			L+	7.00%		12/31/2025	—	—	—
			Secured Debt		12/31/2020		12.00%				12/31/2025	20,094	19,972	20,094
			Secured Debt		12/31/2020		12.00%				12/31/2025	10,500	10,434	10,500

Table of contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2022

(dollars in thousands)


Portfolio Company (1) (20)	Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Total Rate	Reference Rate and Spread (29)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)
		Preferred Member Units		12/31/2020	6,987							6,987	7,700
												37,393	38,294
NexRev LLC	Provider of Energy Efficiency Products & Services
		Secured Debt	(25)	2/28/2018						2/28/2025	—	—	—
		Secured Debt		2/28/2018		11.00%				2/28/2025	11,465	11,335	8,477
		Preferred Member Units	(8)	2/28/2018	103,144,186							8,213	1,110
												19,548	9,587
NRP Jones, LLC	Manufacturer of Hoses, Fittings and Assemblies
		Secured Debt		12/21/2017		12.00%				3/20/2023	2,080	2,080	2,080
		Member Units	(8)	12/22/2011	65,962							3,717	4,790
												5,797	6,870
NuStep, LLC	Designer, Manufacturer and Distributor of Fitness Equipment
		Secured Debt	(9)	1/31/2017		10.63%	L+	6.50%		1/31/2025	4,400	4,399	4,399
		Secured Debt		1/31/2017		12.00%				1/31/2025	18,440	18,414	18,414
		Preferred Member Units		1/31/2017	406							10,200	8,040
		Preferred Member Units		11/2/2022	2,062							2,062	5,150
												35,075	36,003
OMi Topco, LLC	Manufacturer of Overhead Cranes
		Secured Debt		8/31/2021		12.00%				8/31/2026	15,750	15,634	15,750
		Preferred Member Units	(8)	4/1/2008	900							1,080	22,810
												16,714	38,560
Orttech Holdings, LLC	Distributor of Industrial Clutches, Brakes and Other Components
		Secured Debt	(9) (25)	7/30/2021			L+	11.00%		7/31/2026	—	—	—
		Secured Debt	(9)	7/30/2021		15.13%	L+	11.00%		7/31/2026	23,600	23,429	23,429
		Preferred Stock	(8) (30)	7/30/2021	10,000							10,000	11,750
												33,429	35,179
Pearl Meyer Topco LLC	Provider of Executive Compensation Consulting Services
		Secured Debt	(25)	4/27/2020						4/27/2025	—	—	—
		Secured Debt	(25)	4/27/2020						4/27/2025	—	—	—
		Secured Debt		4/27/2020		12.00%				4/27/2025	28,681	28,537	28,681
		Preferred Equity	(8)	4/27/2020	13,800							13,000	43,260
												41,537	71,941
PPL RVs, Inc.	Recreational Vehicle Dealer
		Secured Debt	(9) (25)	10/31/2019			L+	7.00%		11/15/2027	—	(9)	—
		Secured Debt	(9)	11/15/2016		10.25%	L+	7.00%		11/15/2027	21,655	21,408	21,655
		Common Stock	(8)	6/10/2010	2,000							2,150	18,950

Table of contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2022

(dollars in thousands)


Portfolio Company (1) (20)	Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Total Rate	Reference Rate and Spread (29)	PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)
		Common Stock		6/14/2022	238,421						238	238
											23,787	40,843
Principle Environmental, LLC	Noise Abatement Service Provider
		Secured Debt	(25)	2/1/2011					11/15/2026	—	—	—
		Secured Debt		7/1/2011		13.00%			11/15/2026	5,897	5,806	5,806
		Preferred Member Units	(8)	2/1/2011	21,806						5,709	12,420
		Common Stock		1/27/2021	1,037						1,200	590
											12,715	18,816
Quality Lease Service, LLC	Provider of Rigsite Accommodation Unit Rentals and Related Services
		Member Units		6/8/2015	1,000						7,513	525

River Aggregates, LLC	Processor of Construction Aggregates
		Member Units	(30)	12/20/2013	1,500						369	3,620

Robbins Bros. Jewelry, Inc.	Bridal Jewelry Retailer
		Secured Debt	(9) (25)	12/15/2021					12/15/2026	—	(35)	(35)
		Secured Debt	(9)	12/15/2021		12.50%			12/15/2026	35,685	35,404	35,404
		Preferred Equity		12/15/2021	11,070						11,070	14,880
											46,439	50,249
Tedder Industries, LLC	Manufacturer of Firearm Holsters and Accessories
		Secured Debt		8/31/2018		12.00%			8/31/2023	1,840	1,840	1,840
		Secured Debt		8/31/2018		12.00%			8/31/2023	15,200	15,192	15,120
		Preferred Member Units		8/31/2018	544						9,245	7,681
											26,277	24,641
Televerde, LLC	Provider of Telemarketing and Data Services
		Member Units		1/6/2011	460						1,290	5,408
		Preferred Stock		1/26/2022	248						718	1,794
											2,008	7,202
Trantech Radiator Topco, LLC	Transformer Cooling Products and Services
		Secured Debt	(25)	5/31/2019					5/31/2024	—	(5)	—
		Secured Debt		5/31/2019		12.00%			5/31/2024	7,920	7,894	7,920
		Common Stock	(8)	5/31/2019	615						4,655	7,800
											12,544	15,720
Vision Interests, Inc.	Manufacturer / Installer of Commercial Signage
		Series A Preferred Stock	(8)	12/23/2011	3,000,000						3,000	3,000

Table of contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2022

(dollars in thousands)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Total Rate	Reference Rate and Spread (29)		PIK Rate (19)	Maturity Date	Principal (4)		Cost (4)		Fair Value (18)

VVS Holdco LLC		Omnichannel Retailer of Animal Health Products
			Secured Debt	(9) (25) (30)	12/1/2021			L+	6.00%		12/1/2023	—		(21)		(21)
			Secured Debt	(30)	12/1/2021		11.50%				12/1/2026	30,400		30,158		30,161
			Preferred Equity	(8) (30)	12/1/2021	11,840								11,840		11,940
														41,977		42,080
Ziegler’s NYPD, LLC		Casual Restaurant Group
			Secured Debt		6/1/2015		12.00%				10/1/2024	450		450		450
			Secured Debt		10/1/2008		6.50%				10/1/2024	1,000		1,000		945
			Secured Debt		10/1/2008		14.00%				10/1/2024	2,750		2,750		2,676
			Preferred Member Units		6/30/2015	10,072								2,834		240
			Warrants	(27)	7/1/2015	587					10/1/2025			600		—
														7,634		4,311
Subtotal Control Investments (80.8% of net assets at fair value)														$	1,270,802	$	1,703,172
Affiliate Investments (6)
AAC Holdings, Inc.	(11)	Substance Abuse Treatment Service Provider
			Secured Debt		12/11/2020		18.00%			18.00%	6/25/2025	$	11,726	$	11,590	$	11,550
			Common Stock		12/11/2020	593,928								3,148		—
			Warrants	(27)	12/11/2020	554,353					12/11/2025			—		—
														14,738		11,550
AFG Capital Group, LLC		Provider of Rent-to-Own Financing Solutions and Services
			Preferred Member Units	(8)	11/7/2014	186								1,200		9,400

ATX Networks Corp.	(11)	Provider of Radio Frequency Management Equipment
			Secured Debt	(9)	9/1/2021		12.23%	L+	7.50%		9/1/2026	6,783		6,208		6,343
			Unsecured Debt		9/1/2021		10.00%			10.00%	9/1/2028	3,396		2,291		2,598
			Common Stock		9/1/2021	583								—		3,270
														8,499		12,211
BBB Tank Services, LLC		Maintenance, Repair and Construction Services to the Above-Ground Storage Tank Market
			Unsecured Debt	(9) (17)	4/8/2016		15.12%	L+	11.00%		4/8/2021	800		800		800
			Unsecured Debt	(9) (17)	4/8/2016		15.12%	L+	11.00%		4/8/2021	4,000		4,000		2,086
			Member Units		4/8/2016	800,000								800		—
			Preferred Stock (non-voting)		12/17/2018		15.00%							162		—
														5,762		2,886

Table of contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2022

(dollars in thousands)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Total Rate	Reference Rate and Spread (29)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)
Boccella Precast Products LLC		Manufacturer of Precast Hollow Core Concrete
			Secured Debt		9/23/2021		10.00%				2/28/2027	320	320	320
			Member Units	(8)	6/30/2017	2,160,000							2,256	2,970
													2,576	3,290
Buca C, LLC		Casual Restaurant Group
			Secured Debt		6/30/2015		9.00%				6/30/2023	17,355	17,355	12,337
			Preferred Member Units		6/30/2015	6	6.00%			6.00%			4,770	—
													22,125	12,337
Career Team Holdings, LLC		Provider of Workforce Training and Career Development Services
			Secured Debt	(9) (25)	12/17/2021			L+	6.00%		12/17/2026	—	(9)	(9)
			Secured Debt		12/17/2021		12.50%				12/17/2026	20,250	20,090	20,090
			Common Stock		12/17/2021	450,000							4,500	4,500
													24,581	24,581
Chandler Signs Holdings, LLC	(10)	Sign Manufacturer
			Class A Units		1/4/2016	1,500,000							1,500	1,790

Classic H&G Holdings, LLC		Provider of Engineered Packaging Solutions
			Secured Debt	(9)	3/12/2020		9.75%	L+	6.00%		3/12/2025	4,560	4,560	4,560
			Secured Debt		3/12/2020		8.00%				3/12/2025	19,274	19,182	19,274
			Preferred Member Units	(8)	3/12/2020	154							5,760	24,637
													29,502	48,471
Congruent Credit Opportunities Funds	(12) (13)	Investment Partnership
			LP Interests (Congruent Credit Opportunities Fund III, LP)	(8) (31)	2/4/2015	13.32%							8,096	7,657

DMA Industries, LLC		Distributor of aftermarket ride control products
			Secured Debt		11/19/2021		12.00%				11/19/2026	21,200	21,035	21,200
			Preferred Equity		11/19/2021	5,944							5,944	7,260
													26,979	28,460
Dos Rios Partners	(12) (13)	Investment Partnership
			LP Interests (Dos Rios Partners, LP)	(31)	4/25/2013	20.24%							6,459	9,127
			LP Interests (Dos Rios Partners - A, LP)	(31)	4/25/2013	6.43%							2,051	2,898
													8,510	12,025
Dos Rios Stone Products LLC	(10)	Limestone and Sandstone Dimension Cut Stone Mining Quarries

Table of contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2022

(dollars in thousands)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Total Rate	Reference Rate and Spread (29)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)
			Class A Preferred Units	(30)	6/27/2016	2,000,000							2,000	1,330

EIG Fund Investments	(12) (13)	Investment Partnership
			LP Interests (EIG Global Private Debt Fund-A, L.P.)	(8) (31)	11/6/2015	5,000,000.00							1,060	1,013

Flame King Holdings, LLC		Propane Tank and Accessories Distributor
			Secured Debt	(9)	10/29/2021		10.75%	L+	6.50%		10/31/2026	7,600	7,537	7,600
			Secured Debt	(9)	10/29/2021		13.25%	L+	9.00%		10/31/2026	21,200	21,038	21,200
			Preferred Equity	(8)	10/29/2021	9,360							10,400	17,580
													38,975	46,380
Freeport Financial Funds	(12) (13)	Investment Partnership
			LP Interests (Freeport Financial SBIC Fund LP)	(31)	3/23/2015	9.30%							3,507	3,483
			LP Interests (Freeport First Lien Loan Fund III LP)	(8) (31)	7/31/2015	5.95%							6,303	5,848
													9,810	9,331
GFG Group, LLC		Grower and Distributor of a Variety of Plants and Products to Other Wholesalers, Retailers and Garden Centers
			Secured Debt		3/31/2021		9.00%				3/31/2026	11,345	11,269	11,345
			Preferred Member Units	(8)	3/31/2021	226							4,900	7,140
													16,169	18,485
Harris Preston Fund Investments	(12) (13)	Investment Partnership
			LP Interests (HPEP 3, L.P.)	(31)	8/9/2017	8.22%							2,558	4,331
			LP Interests (HPEP 4, L.P.)	(31)	7/12/2022	8.71%							2,332	2,332
			LP Interests (423 COR, LP)	(31)	6/2/2022	22.93%							1,400	1,400
													6,290	8,063
Hawk Ridge Systems, LLC		Value-Added Reseller of Engineering Design and Manufacturing Solutions
			Secured Debt	(9)	12/2/2016		10.13%	L+	6.00%		1/15/2026	3,185	3,183	3,185
			Secured Debt		12/2/2016		9.00%				1/15/2026	37,800	37,685	37,800
			Preferred Member Units	(8)	12/2/2016	226							2,850	17,460
			Preferred Member Units	(30)	12/2/2016	226							150	920
													43,868	59,365
Houston Plating and Coatings, LLC		Provider of Plating and Industrial Coating Services
			Unsecured Convertible Debt		5/1/2017		8.00%				10/2/2024	3,000	3,000	3,000
			Member Units		1/8/2003	322,297							2,352	2,400
													5,352	5,400

Table of contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2022

(dollars in thousands)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Total Rate	Reference Rate and Spread (29)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)
I-45 SLF LLC	(12) (13)	Investment Partnership
			Member Units (Fully diluted 20.0%; 21.75% profits interest)	(8)	10/20/2015	20.00%							19,000	11,758

Iron-Main Investments, LLC		Consumer Reporting Agency Providing Employment Background Checks and Drug Testing
			Secured Debt		8/2/2021		12.50%				11/15/2026	4,534	4,500	4,500
			Secured Debt		9/1/2021		12.50%				11/15/2026	3,154	3,130	3,130
			Secured Debt		11/15/2021		12.50%				11/15/2026	8,944	8,944	8,944
			Secured Debt		11/15/2021		12.50%				11/15/2026	19,712	19,559	19,559
			Common Stock		8/3/2021	179,778							1,798	1,798
													37,931	37,931
OnAsset Intelligence, Inc.		Provider of Transportation Monitoring / Tracking Products and Services
			Secured Debt	(14)	5/20/2014		12.00%			12.00%	12/31/2023	964	964	569
			Secured Debt	(14)	3/21/2014		12.00%			12.00%	12/31/2023	983	983	580
			Secured Debt	(14)	5/10/2013		12.00%			12.00%	12/31/2023	2,116	2,116	1,249
			Secured Debt	(14)	4/18/2011		12.00%			12.00%	12/31/2023	4,415	4,415	2,606
			Unsecured Debt	(14)	6/5/2017		10.00%			10.00%	12/31/2023	305	305	305
			Preferred Stock		4/18/2011	912	7.00%			7.00%			1,981	—
			Common Stock		4/15/2021	635							830	—
			Warrants	(27)	4/18/2011	4,699					12/31/2023		1,089	—
													12,683	5,309
Oneliance, LLC		Construction Cleaning Company
			Secured Debt	(9) (25)	8/6/2021			L+	11.00%		8/6/2023	—	—	—
			Secured Debt	(9)	8/6/2021		15.13%	L+	11.00%		8/6/2026	5,600	5,559	5,559
			Preferred Stock		8/6/2021	1,056							1,056	1,056
													6,615	6,615
Rocaceia, LLC (Quality Lease and Rental Holdings, LLC)		Provider of Rigsite Accommodation Unit Rentals and Related Services
			Secured Debt	(14) (17) (39)	6/30/2015		12.00%				1/8/2018	30,369	29,865	—
			Preferred Member Units		1/8/2013	250							2,500	—
													32,365	—
SI East, LLC		Rigid Industrial Packaging Manufacturing
			Secured Debt	(25)	8/31/2018						8/31/2023	—	—	—
			Secured Debt		8/31/2018		9.50%				8/31/2023	89,786	89,708	89,786
			Preferred Member Units	(8)	8/31/2018	157							1,218	13,650

Table of contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2022

(dollars in thousands)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Total Rate	Reference Rate and Spread (29)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)
													90,926	103,436
Slick Innovations, LLC		Text Message Marketing Platform
			Secured Debt		9/13/2018		14.00%				12/22/2027	13,840	13,698	13,840
			Common Stock	(8)	9/13/2018	70,000							456	1,530
													14,154	15,370
Sonic Systems International, LLC	(10)	Nuclear Power Staffing Services
			Secured Debt	(9)	8/20/2021		11.24%	L+	7.50%		8/20/2026	15,769	15,527	15,769
			Common Stock		8/20/2021	9,968							1,356	1,280
													16,883	17,049
Student Resource Center, LLC	(10)	Higher Education Services
			Secured Debt		12/31/2022		13.27%	L+	8.50%		12/31/2027	5,000	4,556	4,556
			Preferred Equity		12/31/2022	5,907,649							—	—
													4,556	4,556
Superior Rigging & Erecting Co.		Provider of Steel Erecting, Crane Rental & Rigging Services
			Secured Debt		8/31/2020		12.00%				8/31/2025	21,500	21,378	21,378
			Preferred Member Units		8/31/2020	1,571							4,500	4,500
													25,878	25,878
The Affiliati Network, LLC		Performance Marketing Solutions
			Secured Debt		8/9/2021		13.00%				8/9/2026	120	106	106
			Secured Debt		8/9/2021		13.00%				8/9/2026	9,521	9,442	9,442
			Preferred Stock	(8)	8/9/2021	1,280,000							6,400	6,400
													15,948	15,948
UnionRock Energy Fund II, LP	(12) (13)	Investment Partnership
			LP Interests	(8) (31)	6/15/2020	11.11%							3,734	5,855

UniTek Global Services, Inc.	(11)	Provider of Outsourced Infrastructure Services
			Secured Debt	(9) (29)	10/15/2018		10.76%	SF+	5.50%	2.00%	8/20/2024	406	405	382
			Secured Debt	(9) (29)	8/27/2018		10.76%	SF+	5.50%	2.00%	8/20/2024	1,814	1,807	1,712
			Secured Convertible Debt		1/1/2021		15.00%			15.00%	2/20/2025	2,403	2,403	4,592
			Preferred Stock	(8)	8/29/2019	1,133,102	20.00%			20.00%			2,141	2,833
			Preferred Stock		8/21/2018	1,521,122	20.00%			20.00%			2,188	1,991
			Preferred Stock		6/30/2017	2,281,682	19.00%			19.00%			3,667	—
			Preferred Stock		1/15/2015	4,336,866	13.50%			13.50%			7,924	—
			Common Stock		4/1/2020	945,507							—	—
													20,535	11,510
Universal Wellhead Services Holdings, LLC	(10)	Provider of Wellhead Equipment, Designs, and Personnel to the Oil & Gas Industry
			Preferred Member Units	(30)	12/7/2016	716,949	14.00%			14.00%			1,032	220

Table of contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2022

(dollars in thousands)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Total Rate	Reference Rate and Spread (29)		PIK Rate (19)	Maturity Date	Principal (4)		Cost (4)		Fair Value (18)
			Member Units	(30)	12/7/2016	4,000,000								4,000		—
														5,032		220
Volusion, LLC		Provider of Online Software-as-a-Service eCommerce Solutions
			Secured Debt	(17)	1/26/2015		11.50%				1/26/2020	16,734		16,734		14,914
			Unsecured Convertible Debt		5/16/2018		8.00%				11/16/2023	409		409		—
			Preferred Member Units		1/26/2015	4,876,670								14,000		—
			Warrants	(27)	1/26/2015	1,831,355					1/26/2025			2,576		—
														33,719		14,914
World Micro Holdings, LLC		Supply Chain Management
			Secured Debt		12/12/2022		13.00%				12/12/2027	$	14,280	$	14,140	$	14,140
			Preferred Equity		12/12/2022	3,845								$	3,845	$	3,845
														$	17,985	$	17,985
Subtotal Affiliate Investments (29.3% of net assets at fair value)														$	635,536	$	618,359
Non-Control Investments (7)
AB Centers Acquisition Corporation	(10)	Applied Behavior Analysis Therapy Provider
			Secured Debt	(9) (25) (29)	9/6/2022			SF+	6.00%		9/6/2028	$	—	$	(39)	$	(39)
			Secured Debt	(9) (29)	9/6/2022		10.20%	SF+	6.00%		9/6/2028	741		653		741
			Secured Debt	(9) (29)	9/6/2022		10.58%	SF+	6.00%		9/6/2028	17,052		16,602		17,052
														17,216		17,754
Acousti Engineering Company of Florida	(10)	Interior Subcontractor Providing Acoustical Walls and Ceilings
			Secured Debt	(9)	11/2/2020		13.23%	L+	8.50%		11/2/2025	1,678		1,669		1,678
			Secured Debt	(9)	11/2/2020		13.23%	L+	8.50%		11/2/2025	9,891		9,825		9,891
			Secured Debt	(9)	5/26/2021		16.17%	L+	12.50%		11/2/2025	807		800		807
														12,294		12,376
Acumera, Inc.	(10)	Managed Security Service Provider
			Secured Debt	(9)	6/28/2022		13.88%	L+	9.50%		10/26/2027	14,618		14,291		14,618
			Secured Debt	(9)	6/28/2022		13.57%	L+	9.00%		10/26/2027	4,368		4,270		4,368
														18,561		18,986
Adams Publishing Group, LLC	(10)	Local Newspaper Operator
			Secured Debt	(9) (36)	3/11/2022		10.00%	L+	6.00%		3/11/2027	4,729		4,729		4,729
			Secured Debt	(9) (36)	3/11/2022		10.00%	L+	7.50%		3/11/2027	24,086		24,033		24,086
														28,762		28,815
ADS Tactical, Inc.	(11)	Value-Added Logistics and Supply Chain Provider to the Defense Industry
			Secured Debt	(9)	3/29/2021		10.14%	L+	5.75%		3/19/2026	21,077		20,781		18,969

Table of contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2022

(dollars in thousands)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Total Rate	Reference Rate and Spread (29)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)
AMEREQUIP LLC.	(10)	Full Service Provider of Comprehensive Commercial Production Services, Including the Design, Engineering, and Manufacturing of Products It
			Secured Debt	(9) (25) (29)	8/31/2022			SF+	7.40%		8/31/2027	—	(137)	(137)
			Secured Debt	(9) (29)	8/31/2022		11.72%	SF+	7.40%		8/31/2027	37,491	36,819	37,463
			Common Stock		8/31/2022	235							1,779	1,779
													38,461	39,105
American Health Staffing Group, Inc.	(10)	Healthcare Temporary Staffing
			Secured Debt	(9) (25)	11/19/2021			L+	6.00%		11/19/2026	—	(10)	(10)
			Secured Debt	(9)	11/19/2021		11.12%	L+	6.00%		11/19/2026	6,617	6,565	6,617
													6,555	6,607
American Nuts, LLC	(10)	Roaster, Mixer and Packager of Bulk Nuts and Seeds
			Secured Debt	(9) (29)	3/11/2022		10.46%	SF+	6.75%		4/10/2026	15,628	15,408	14,606
			Secured Debt	(9) (29)	3/11/2022		12.46%	SF+	8.75%		4/10/2026	15,628	15,408	14,654
													30,816	29,260
American Teleconferencing Services, Ltd.	(11)	Provider of Audio Conferencing and Video Collaboration Solutions
			Secured Debt	(14)	9/17/2021		7.50%	L+	6.50%		1/31/2023	2,980	2,980	168
			Secured Debt	(9) (14)	5/19/2016		7.50%	L+	6.50%		6/8/2023	14,370	13,706	808
													16,686	976
ArborWorks, LLC	(10)	Vegetation Management Services
			Secured Debt	(9)	11/9/2021		13.41%	L+	9.00%		11/9/2026	4,678	4,569	3,945
			Secured Debt	(9)	11/9/2021		13.56%	L+	9.00%		11/9/2026	29,722	29,261	25,065
			Common Equity		11/9/2021	234							234	—
													34,064	29,010
Archer Systems, LLC	(10)	Mass Tort Settlement Administration Solutions Provider
			Secured Debt	(9) (25) (29)	8/11/2022			SF+	6.50%		8/11/2027	—	(135)	(135)
			Secured Debt	(9) (29)	8/11/2022		10.92%	SF+	6.50%		8/11/2027	67,597	66,330	66,511
			Common Stock		8/11/2022	1,387,832							1,388	1,388
													67,583	67,764
Arrow International, Inc	(10)	Manufacturer and Distributor of Charitable Gaming Supplies
			Secured Debt	(9) (23) (29)	12/21/2020		10.36%	SF+	6.60%		12/21/2025	36,000	35,737	36,000

ATS Operating, LLC	(10)	For-Profit Thrift Retailer
			Secured Debt	(9) (25) (29)	1/18/2022			SF+	5.50%		1/18/2027	—	—	—
			Secured Debt	(9) (29)	1/18/2022		9.32%	SF+	5.50%		1/18/2027	6,660	6,660	6,582
			Secured Debt	(9) (29)	1/18/2022		11.32%	SF+	7.50%		1/18/2027	6,660	6,660	6,593

Table of contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2022

(dollars in thousands)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Total Rate	Reference Rate and Spread (29)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)
			Common Stock		1/18/2022	720,000							720	660
													14,040	13,835
AVEX Aviation Holdings, LLC	(10)	Specialty Aircraft Dealer
			Secured Debt	(9) (25) (29)	12/23/2022			SF+	7.25%		12/23/2027	—	(57)	(57)
			Secured Debt	(9) (29)	12/23/2022		12.17%	SF+	7.25%		12/23/2027	29,071	27,927	27,927
			Common Equity		12/15/2021	360							360	406
													28,230	28,276
Berry Aviation, Inc.	(10)	Charter Airline Services
			Secured Debt		7/6/2018		12.00%			1.50%	1/6/2024	195	195	195
			Preferred Member Units	(8) (30)	7/6/2018	1,548,387	8.00%			8.00%			1,161	4,561
			Preferred Member Units	(8) (25) (30)	11/12/2019	122,416				16.00%			—	270
													1,356	5,026
Bettercloud, Inc.	(10)	SaaS Provider of Workflow Management and Business Application Solutions
			Secured Debt	(9) (25) (29)	6/30/2022			SF+	1.00%	6.00%	6/30/2028	—	(76)	(76)
			Secured Debt	(9) (29)	6/30/2022		11.40%	SF+	1.00%	6.00%	6/30/2028	27,505	27,020	27,505
													26,944	27,429
Binswanger Enterprises, LLC	(10)	Glass Repair and Installation Service Provider
			Member Units		3/10/2017	1,050,000							1,050	420

Bluestem Brands, Inc.	(11)	Multi-Channel Retailer of General Merchandise
			Secured Debt	(9) (25)	10/19/2022			L+	8.50%		8/28/2025	—	—	—
			Secured Debt	(9)	8/28/2020		12.94%	L+	8.50%		8/28/2025	3,239	2,280	3,139
			Common Stock	(8)	10/1/2020	723,184							1	4,860
			Warrants	(27)	10/19/2022	163,295					10/19/2032		1,036	1,095
													3,317	9,094
Brainworks Software, LLC	(10)	Advertising Sales and Newspaper Circulation Software
			Secured Debt	(9) (14) (17)	8/12/2014		12.50%	P+	9.25%		7/22/2019	761	761	761
			Secured Debt	(9) (14) (17)	8/12/2014		12.50%	P+	9.25%		7/22/2019	7,056	7,056	2,916
													7,817	3,677
Brightwood Capital Fund Investments	(12) (13)	Investment Partnership
			LP Interests (Brightwood Capital Fund III, LP)	(8) (31)	7/21/2014	1.55%							7,062	4,727
			LP Interests (Brightwood Capital Fund IV, LP)	(8) (31)	10/26/2016	0.59%							4,350	4,541
			LP Interests (Brightwood Capital Fund V, LP)	(31)	7/12/2021	1.31%							2,000	2,229
													13,412	11,497

Table of contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2022

(dollars in thousands)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Total Rate	Reference Rate and Spread (29)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)
Burning Glass Intermediate Holding Company, Inc.	(10)	Provider of Skills-Based Labor Market Analytics
			Secured Debt	(9) (25)	6/14/2021			L+	5.00%		6/10/2026	—	(28)	—
			Secured Debt	(9)	6/14/2021		8.91%	L+	5.00%		6/10/2028	19,933	19,656	19,933
													19,628	19,933
Cadence Aerospace LLC	(10)	Aerostructure Manufacturing
			Secured Debt	(9) (34)	11/14/2017		11.99%	L+	8.50%	0.01%	11/14/2023	28,328	28,264	28,328

CAI Software LLC		Provider of Specialized Enterprise Resource Planning Software
			Preferred Equity	(8)	12/13/2021	1,788,527							1,789	1,789
			Preferred Equity		12/13/2021	596,176							—	—
													1,789	1,789
Camin Cargo Control, Inc.	(11)	Provider of Mission Critical Inspection, Testing and Fuel Treatment Services
			Secured Debt	(9)	6/14/2021		10.88%	L+	6.50%		6/4/2026	15,218	15,110	14,685

CaseWorthy, Inc.	(10)	SaaS Provider of Case Management Solutions
			Secured Debt	(9) (25)	5/18/2022			L+	6.00%		5/18/2027	—	(11)	(11)
			Secured Debt	(9)	5/18/2022		10.73%	L+	6.00%		5/18/2027	7,993	7,914	7,914
			Secured Debt	(9)	5/18/2022		10.48%	L+	5.75%		5/18/2027	6,133	6,079	6,133
			Common Equity		12/30/2022	245,926							246	246
													14,228	14,282
Channel Partners Intermediateco, LLC	(10)	Outsourced Consumer Services Provider
			Secured Debt	(9) (29) (42)	2/7/2022		10.72%	SF+	6.25%		2/7/2027	1,868	1,767	1,841
			Secured Debt	(9) (28 ) (29)	2/7/2022		10.71%	SF+	6.25%		2/7/2027	39,047	38,396	38,484
													40,163	40,325
Clarius BIGS, LLC	(10)	Prints & Advertising Film Financing
			Secured Debt	(14) (17)	9/23/2014		15.00%			15.00%	1/5/2015	2,712	2,712	19

Computer Data Source, LLC	(10)	Third Party Maintenance Provider to the Data Center Ecosystem
			Secured Debt	(9) (43)	8/6/2021		12.56%	L+	8.00%		8/6/2026	5,000	4,928	4,621
			Secured Debt	(9)	8/6/2021		12.56%	L+	8.00%		8/6/2026	18,588	18,315	17,178
													23,243	21,799
Construction Supply Investments, LLC	(10)	Distribution Platform of Specialty Construction Materials to Professional Concrete and Masonry Contractors

Table of contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2022

(dollars in thousands)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Total Rate	Reference Rate and Spread (29)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)
			Member Units	(8)	12/29/2016	861,618							3,335	21,165

Dalton US Inc.	(10)	Provider of Supplemental Labor Services
			Secured Debt	(9) (29)	8/16/2022		11.90%	SF+	8.00%		8/16/2027	1,092	871	1,077
			Secured Debt	(9) (25) (29)	8/16/2022			SF+	8.00%		8/16/2027	—	(74)	(74)
			Secured Debt	(9) (29)	8/16/2022		12.56%	SF+	8.00%		8/16/2027	14,389	14,125	14,186
			Common Stock		8/16/2022	201							201	201
													15,123	15,390
DTE Enterprises, LLC	(10)	Industrial Powertrain Repair and Services
			Secured Debt	(9) (25)	4/13/2018			L+	7.50%		4/13/2023	—	(1)	(1)
			Secured Debt	(9)	4/13/2018		12.24%	L+	7.50%		4/13/2023	6,074	6,065	5,934
			Class A Preferred Member Units		4/13/2018	776,316	8.00%			8.00%			776	380
			Class AA Preferred Member Units (non-voting)	(8)	4/13/2018		10.00%			10.00%			1,161	1,161
													8,001	7,474
Dynamic Communities, LLC	(10)	Developer of Business Events and Online Community Groups
			Secured Debt	(9) (29)	12/20/2022		9.18%	SF+	4.50%	9.18%	12/31/2026	1,875	1,717	1,717
			Secured Debt	(9) (29)	12/20/2022		11.18%	SF+	6.50%	11.18%	12/31/2026	1,875	1,642	1,642
			Preferred Equity		12/20/2022	125,000							128	128
			Preferred Equity		12/20/2022	2,376,241							—	—
			Common Equity		12/20/2022	1,250,000							—	—
													3,487	3,487
Eastern Wholesale Fence LLC	(10)	Manufacturer and Distributor of Residential and Commercial Fencing Solutions
			Secured Debt	(9)	11/19/2020		11.73%	L+	7.00%		10/30/2025	3,346	3,290	3,276
			Secured Debt	(9)	11/19/2020		11.73%	L+	7.00%		10/30/2025	5,021	4,967	4,916
			Secured Debt	(9)	11/19/2020		11.73%	L+	7.00%		10/30/2025	23,456	23,149	22,967
													31,406	31,159
Emerald Technologies Acquisition Co, Inc.	(11)	Design & Manufacturing
			Secured Debt	(9) (29)	2/10/2022		10.67%	SF+	6.25%		2/10/2028	9,258	9,099	8,787

EnCap Energy Fund Investments	(12) (13)	Investment Partnership
			LP Interests (EnCap Energy Capital Fund VIII, L.P.)	(8) (31)	1/22/2015	0.14%							3,566	2,092
			LP Interests (EnCap Energy Capital Fund VIII Co- Investors, L.P.)	(8) (31)	1/21/2015	0.38%							1,984	1,037

Table of contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2022

(dollars in thousands)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Total Rate	Reference Rate and Spread (29)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)
			LP Interests (EnCap Energy Capital Fund IX, L.P.)	(8) (31)	1/22/2015	0.10%							3,699	2,019
			LP Interests (EnCap Energy Capital Fund X, L.P.)	(8) (31)	3/25/2015	0.15%							8,236	9,351
			LP Interests (EnCap Flatrock Midstream Fund II, L.P.)	(31)	3/30/2015	0.84%							5,358	1,688
			LP Interests (EnCap Flatrock Midstream Fund III, L.P.)	(8) (31)	3/27/2015	0.25%							6,023	5,718
													28,866	21,905
Engineering Research & Consulting, LLC	(10)	Provider of Engineering & Consulting Services to US Department of Defense
			Secured Debt	(9) (29)	5/23/2022		11.68%	SF+	6.50%		5/23/2027	131	85	131
			Secured Debt	(9) (29)	5/23/2022		10.92%	SF+	6.50%		5/23/2028	16,338	16,047	16,338
													16,132	16,469
EPIC Y-Grade Services, LP	(11)	NGL Transportation & Storage
			Secured Debt	(9)	6/22/2018		10.70%	L+	6.00%		6/30/2027	6,823	6,764	6,141

Event Holdco, LLC	(10)	Event and Learning Management Software for Healthcare Organizations and Systems
			Secured Debt	(9) (30)	12/22/2021		10.67%	L+	7.00%		12/22/2026	3,692	3,663	3,507
			Secured Debt	(9) (30)	12/22/2021		10.67%	L+	7.00%		12/22/2026	44,308	43,955	42,083
													47,618	45,590
Flip Electronics LLC	(10)	Distributor of Hard-to-Find and Obsolete Electronic Components
			Secured Debt	(9) (29)	3/24/2022		11.21%	SF+	7.50%		1/2/2026	736	736	736
			Secured Debt	(9) (29)	1/4/2021		12.19%	SF+	7.50%		1/2/2026	11,095	10,852	11,095
													11,588	11,831
Fuse, LLC	(11)	Cable Networks Operator
			Secured Debt		6/30/2019		12.00%				6/28/2024	1,810	1,810	1,512
			Common Stock		6/30/2019	10,429							256	—
													2,066	1,512
GeoStabilization International (GSI)	(11)	Geohazard Engineering Services & Maintenance
			Secured Debt	(29)	1/2/2019		9.44%	SF+	5.25%		12/19/2025	20,497	20,427	19,472

GS HVAM Intermediate, LLC	(10)	Specialized Food Distributor
			Secured Debt	(9)	10/18/2019		11.20%	L+	6.50%		10/2/2024	2,177	2,169	2,171
			Secured Debt	(9)	10/18/2019		11.24%	L+	6.50%		10/2/2024	10,734	10,695	10,705
													12,864	12,876
GULF PACIFIC ACQUISITION, LLC	(10)	Rice Processor and Merchandiser

Table of contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2022

(dollars in thousands)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Total Rate	Reference Rate and Spread (29)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)
			Secured Debt	(9) (29)	9/30/2022		10.42%	SF+	6.00%		9/30/2028	252	233	252
			Secured Debt	(9) (25) (29)	9/30/2022			SF+	6.00%		9/30/2028	—	(15)	(15)
			Secured Debt	(9) (29)	9/30/2022		10.73%	SF+	6.00%		9/30/2028	3,661	3,591	3,661
													3,809	3,898
HDC/HW Intermediate Holdings	(10)	Managed Services and Hosting Provider
			Secured Debt	(9) (29)	12/21/2018		14.34%	SF+	9.50%	2.00%	12/21/2023	320	319	311
			Secured Debt	(9) (29)	12/21/2018		14.34%	SF+	9.50%	2.00%	12/21/2023	3,277	3,262	3,186
													3,581	3,497
HEADLANDS OP-CO LLC	(10)	Clinical Trial Sites Operator
			Secured Debt	(9) (25) (29)	8/1/2022			SF+	6.50%		8/1/2027	—	(62)	(62)
			Secured Debt	(9) (25) (29)	8/1/2022			SF+	6.50%		8/1/2027	—	(62)	(62)
			Secured Debt	(9) (29)	8/1/2022		10.62%	SF+	6.50%		8/1/2027	16,791	16,483	16,791
													16,359	16,667
Heartland Dental, LLC	(10)	Dental Support Organization
			Secured Debt	(9)	9/9/2020		10.88%	L+	6.50%		4/30/2025	14,663	14,430	13,599

HOWLCO LLC	(11) (13) (21)	Provider of Accounting and Business Development Software to Real Estate End Markets
			Secured Debt	(9)	8/19/2021		10.69%	L+	6.00%		10/23/2026	25,290	25,290	24,381

Hybrid Promotions, LLC	(10)	Wholesaler of Licensed, Branded and Private Label Apparel
			Secured Debt	(29)	6/30/2021		12.07%	SF+	8.25%		6/30/2026	7,088	6,986	6,144

IG Parent Corporation	(11)	Software Engineering
			Secured Debt	(9) (29) (41)	7/30/2021		10.17%	SF+	5.75%		7/30/2026	698	670	698
			Secured Debt	(9) (29)	7/30/2021		10.17%	SF+	5.75%		7/30/2028	14,499	14,304	14,499
													14,974	15,197
Implus Footcare, LLC	(10)	Provider of Footwear and Related Accessories
			Secured Debt	(9)	6/1/2017		13.98%	L+	7.75%	1.50%	4/30/2024	18,515	18,384	17,464

Independent Pet Partners Intermediate Holdings, LLC	(10)	Omnichannel Retailer of Specialty Pet Products
			Secured Debt	(9) (35)	8/20/2020		13.00%	P+	5.50%	13.00%	2/27/2023	7,027	7,027	7,027
			Secured Debt	(14)	12/10/2020		6.00%			6.00%	11/20/2023	18,428	17,664	7,633
			Secured Debt	(29)	11/28/2022		14.42%	SF+	10.00%	14.42%	2/27/2023	806	769	769
			Preferred Stock (non-voting)		12/10/2020		6.00%			6.00%			3,235	—

Table of contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2022

(dollars in thousands)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Total Rate	Reference Rate and Spread (29)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)
			Preferred Stock (non-voting)		12/10/2020								—	—
			Member Units		11/20/2018	1,558,333							1,558	—
			Warrants	(25) (38)	11/20/2018	242,914					11/19/2028		—	—
													30,253	15,429
Industrial Services Acquisition, LLC	(10)	Industrial Cleaning Services
			Secured Debt	(9)	8/13/2021		11.50%	L+	6.75%		8/13/2026	463	430	463
			Secured Debt	(9)	8/13/2021		11.50%	L+	6.75%		8/13/2026	19,239	18,956	19,239
			Preferred Member Units	(8) (30)	1/31/2018	144	10.00%			10.00%			129	145
			Preferred Member Units	(8) (30)	5/17/2019	80	20.00%			20.00%			92	93
			Member Units	(30)	6/17/2016	900							900	600
													20,507	20,540
Infolinks Media Buyco, LLC	(10)	Exclusive Placement Provider to the Advertising Ecosystem
			Secured Debt	(9) (25)	11/1/2021			L+	5.50%		11/1/2026	—	(19)	(19)
			Secured Debt	(9)	11/1/2021		10.23%	L+	5.50%		11/1/2026	8,593	8,461	8,593
													8,442	8,574
Interface Security Systems, L.L.C	(10)	Commercial Security & Alarm Services
			Secured Debt	(44)	12/9/2021		14.22%	L+	10.00%		8/7/2023	1,682	1,682	1,682
			Secured Debt	(9) (14)	8/7/2019		12.07%	L+	7.00%	1.00%	8/7/2023	7,313	7,237	1,082
			Common Stock		12/7/2021	2,143							—	—
													8,919	2,764
Intermedia Holdings, Inc.	(11)	Unified Communications as a Service
			Secured Debt	(9)	8/3/2018		10.38%	L+	6.00%		7/19/2025	20,467	20,418	15,811

Invincible Boat Company, LLC.	(10)	Manufacturer of Sport Fishing Boats
			Secured Debt	(9)	8/28/2019		10.14%	L+	6.50%		8/28/2025	622	618	622
			Secured Debt	(9)	8/28/2019		10.17%	L+	6.50%		8/28/2025	16,889	16,784	16,889
													17,402	17,511
INW Manufacturing, LLC	(11)	Manufacturer of Nutrition and Wellness Products
			Secured Debt	(9)	5/19/2021		10.48%	L+	5.75%		3/25/2027	7,125	6,968	6,092

Isagenix International, LLC	(11)	Direct Marketer of Health & Wellness Products
			Secured Debt	(9) (14)	6/21/2018		9.93%	L+	7.75%		6/14/2025	5,053	5,038	1,537

Jackmont Hospitality, Inc.	(10)	Franchisee of Casual Dining Restaurants

Table of contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2022

(dollars in thousands)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Total Rate	Reference Rate and Spread (29)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)
			Secured Debt	(9)	10/26/2022		12.23%	L+	7.50%		11/4/2024	500	483	500
			Secured Debt	(9)	11/8/2021		12.23%	L+	7.50%		11/4/2024	2,079	2,079	2,079
			Preferred Equity	(8)	11/8/2021	2,826,667	12.00%			12.00%			123	623
													2,685	3,202
Joerns Healthcare, LLC	(11)	Manufacturer and Distributor of Health Care Equipment & Supplies
			Secured Debt		11/15/2021		18.00%				1/31/2024	2,297	2,297	2,297
			Secured Debt	(14)	8/21/2019		19.75%			19.75%	8/21/2024	4,034	3,997	504
			Common Stock		8/21/2019	472,579							4,429	—
													10,723	2,801
JTI Electrical & Mechanical, LLC	(10)	Electrical, Mechanical and Automation Services
			Secured Debt	(9) (25)	12/22/2021			L+	6.00%		12/22/2026	—	(135)	(135)
			Secured Debt	(9)	12/22/2021		10.73%	L+	6.00%		12/22/2026	36,947	36,358	36,947
			Common Equity		12/22/2021	1,684,211							1,684	2,840
													37,907	39,652
KMS, LLC	(10)	Wholesaler of Closeout and Value-priced Products
			Secured Debt	(9)	10/4/2021		12.00%	L+	7.25%		10/4/2026	1,064	1,019	995
			Secured Debt	(9)	10/4/2021		12.00%	L+	7.25%		10/4/2026	7,505	7,391	7,022
													8,410	8,017
Kore Wireless Group Inc.	(11)	Mission Critical Software Platform
			Secured Debt	(29)	12/31/2018		10.08%	SF+	5.50%		9/21/2024	11,326	11,280	10,930

Lightbox Holdings, L.P.	(11)	Provider of Commercial Real Estate Software
			Secured Debt		5/9/2019		9.73%	L+	5.00%		5/9/2026	14,475	14,349	13,968

LKCM Headwater Investments I, L.P.	(12) (13)	Investment Partnership
			LP Interests	(8) (31)	1/25/2013	2.27%							1,746	3,197

LL Management, Inc.	(10)	Medical Transportation Service Provider
			Secured Debt	(9) (29)	5/2/2019		11.21%	SF+	7.25%		9/25/2023	8,106	8,087	8,047
			Secured Debt	(9) (29)	5/2/2019		11.67%	SF+	7.25%		9/25/2023	9,197	9,160	9,130
			Secured Debt	(9) (29)	5/12/2022		11.67%	SF+	7.25%		9/25/2023	10,827	10,733	10,749
													27,980	27,926
LLFlex, LLC	(10)	Provider of Metal-Based Laminates
			Secured Debt	(9)	8/16/2021		12.74%	L+	9.00%		8/16/2026	4,444	4,370	4,350

Table of contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2022

(dollars in thousands)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Total Rate	Reference Rate and Spread (29)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)
Logix Acquisition Company, LLC	(10)	Competitive Local Exchange Carrier
			Secured Debt	(9)	1/8/2018		10.13%	L+	5.75%		12/22/2024	19,662	19,033	16,221

Looking Glass Investments, LLC	(12) (13)	Specialty Consumer Finance
			Member Units		7/1/2015	3							125	25

Mako Steel, LP	(10)	Self-Storage Design & Construction
			Secured Debt	(9) (45)	3/15/2021		11.79%	L+	7.25%		3/15/2026	3,103	3,063	3,083
			Secured Debt	(9)	3/15/2021		11.09%	L+	7.25%		3/15/2026	15,324	15,122	15,224
													18,185	18,307
MB2 Dental Solutions, LLC	(11)	Dental Partnership Organization
			Secured Debt	(9) (29)	1/28/2021		10.42%	SF+	6.00%		1/29/2027	8,338	8,267	8,338
			Secured Debt	(9) (29)	1/28/2021		10.42%	SF+	6.00%		1/29/2027	7,876	7,784	7,876
													16,051	16,214
Microbe Formulas, LLC	(10)	Nutritional Supplements Provider
			Secured Debt	(9) (25) (29)	4/4/2022			SF+	6.25%		4/3/2028	—	(63)	(63)
			Secured Debt	(9) (29)	4/4/2022		9.86%	SF+	6.25%		4/3/2028	26,075	25,619	25,181
													25,556	25,118
Mills Fleet Farm Group, LLC	(10)	Omnichannel Retailer of Work, Farm and Lifestyle Merchandise
			Secured Debt	(9)	10/24/2018		10.66%	L+	6.25%		10/24/2024	18,769	18,562	18,338

MonitorUS Holding, LLC	(10) (13) (21)	SaaS Provider of Media Intelligence Services
			Secured Debt	(9) (25)	5/24/2022			L+	7.00%		5/24/2027	—	(64)	(64)
			Secured Debt	(9)	5/24/2022		11.73%	L+	7.00%		5/24/2027	10,107	9,923	10,714
			Secured Debt	(9)	5/24/2022		11.73%	L+	7.00%		5/24/2027	17,038	16,746	17,038
			Common Stock		8/30/2022	44,445,814							889	889
													27,494	28,577
NBG Acquisition Inc	(11)	Wholesaler of Home Décor Products
			Secured Debt	(9)	4/28/2017		9.67%	L+	5.50%		4/26/2024	3,849	3,834	1,251

NinjaTrader, LLC	(10)	Operator of Futures Trading Platform
			Secured Debt	(9) (25)	12/18/2019			L+	6.25%		12/18/2024	—	(1)	—
			Secured Debt	(9) (25)	12/18/2019			L+	6.25%		12/18/2024	—	(38)	(38)
			Secured Debt	(9)	12/18/2019		9.99%	L+	6.25%		12/18/2024	21,666	21,418	21,666

Table of contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2022

(dollars in thousands)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Total Rate	Reference Rate and Spread (29)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)
													21,379	21,628
NTM Acquisition Corp.	(11)	Provider of B2B Travel Information Content
			Secured Debt	(9)	7/12/2016		9.50%	L+	6.25%	1.00%	6/7/2024	4,358	4,358	4,228

NWN Corporation	(10)	Value Added Reseller and Provider of Managed Services to a Diverse Set of Industries
			Secured Debt	(9) (29) (46)	5/7/2021		10.85%	SF+	8.00%		5/7/2026	3,941	3,797	3,720
			Secured Debt	(9) (29)	5/7/2021		12.56%	SF+	8.00%		5/7/2026	39,851	39,094	37,616
			Secured Debt		12/16/2022		20.00%			20.00%	8/6/2026	6,509	6,194	6,194
													49,085	47,530
Ospemifene Royalty Sub LLC	(10)	Estrogen-Deficiency Drug Manufacturer and Distributor
			Secured Debt	(14)	7/8/2013		11.50%				11/15/2026	4,489	4,489	103

OVG Business Services, LLC	(10)	Venue Management Services
			Secured Debt	(9)	11/29/2021		10.64%	L+	6.25%		11/19/2028	13,930	13,813	13,094

Paragon Healthcare, Inc.	(10)	Infusion Therapy Treatment Provider
			Secured Debt	(9) (29)	1/19/2022		10.26%	SF+	5.75%		1/19/2027	541	437	530
			Secured Debt	(9) (29) (47)	1/19/2022		9.96%	SF+	5.75%		1/19/2027	2,701	2,609	2,649
			Secured Debt	(9) (29)	1/19/2022		9.81%	SF+	5.75%		1/19/2027	18,293	17,852	17,939
													20,898	21,118
Project Eagle Holdings, LLC	(10)	Provider of Secure Business Collaboration Software
			Secured Debt	(9) (25)	7/6/2020			L+	6.25%		7/6/2026	—	(18)	(18)
			Secured Debt	(9)	7/6/2020		10.64%	L+	6.25%		7/6/2026	29,475	29,040	29,419
													29,022	29,401
PTL US Bidco, Inc	(10) (13)	Manufacturers of Equipment, Including Drilling Rigs and Equipment, and Providers of Supplies and Services to Companies Involved In the Drilling, Evaluation and Completion of Oil and Gas Wells.
			Secured Debt	(9) (25) (29)	8/19/2022			SF+	7.25%		8/19/2027	—	(174)	(174)
			Secured Debt	(9) (29)	8/19/2022		11.80%	SF+	7.25%		8/19/2027	28,265	27,749	27,911
													27,575	27,737
RA Outdoors LLC	(10)	Software Solutions Provider for Outdoor Activity Management
			Secured Debt	(9) (25) (29)	4/8/2021			SF+	6.75%		4/8/2026	—	(11)	(11)

Table of contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2022

(dollars in thousands)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Total Rate	Reference Rate and Spread (29)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)
			Secured Debt	(9) (29)	4/8/2021		10.56%	SF+	6.75%		4/8/2026	13,369	13,241	12,094
													13,230	12,083
Research Now Group, Inc. and Survey Sampling International, LLC	(11)	Provider of Outsourced Online Surveying
			Secured Debt	(9)	12/29/2017		8.84%	L+	5.50%		12/20/2024	19,966	19,745	15,116

RM Bidder, LLC	(10)	Scripted and Unscripted TV and Digital Programming Provider
			Member Units		11/12/2015	2,779							46	19
			Warrants	(26)	11/12/2015	327,532					10/20/2025		425	—
													471	19
Roof Opco, LLC	(10)	Residential Re-Roofing/Repair
			Secured Debt	(9) (29)	8/27/2021		10.97%	SF+	6.50%		8/27/2026	311	300	311
			Secured Debt	(9) (29)	8/27/2021		10.32%	SF+	6.50%		8/27/2026	2,333	2,291	2,333
			Secured Debt	(9) (29)	8/27/2021		10.32%	SF+	6.50%		8/27/2026	3,173	3,125	3,173
													5,716	5,817
RTIC Subsidiary Holdings, LLC	(10)	Direct-To-Consumer eCommerce Provider of Outdoor Products
			Secured Debt	(9) (29) (48)	9/1/2020		12.02%	SF+	7.75%		9/1/2025	1,361	1,343	1,258
			Secured Debt	(9) (29)	9/1/2020		11.49%	SF+	7.75%		9/1/2025	16,623	16,506	15,367
													17,849	16,625
Rug Doctor, LLC.	(10)	Carpet Cleaning Products and Machinery
			Secured Debt	(9) (29)	7/16/2021		13.02%	SF+	6.25%	2.00%	11/16/2024	5,625	5,590	5,037
			Secured Debt	(9) (29)	7/16/2021		13.02%	SF+	6.25%	2.00%	11/16/2024	8,340	8,223	7,478
													13,813	12,515
Savers, Inc.	(11)	For-Profit Thrift Retailer
			Secured Debt	(9) (29)	5/14/2021		10.34%	SF+	5.50%		4/26/2028	11,286	11,199	10,938

SIB Holdings, LLC	(10)	Provider of Cost Reduction Services
			Secured Debt	(9)	10/29/2021		11.01%	L+	6.25%		10/29/2026	417	408	393
			Secured Debt	(9)	10/29/2021		11.01%	L+	6.25%		10/29/2026	1,553	1,527	1,433
			Secured Debt	(9)	10/29/2021		11.01%	L+	6.25%		10/29/2026	7,750	7,626	7,151
			Common Equity		10/29/2021	95,238							200	146
													9,761	9,123
South Coast Terminals Holdings, LLC	(10)	Specialty Toll Chemical Manufacturer
			Secured Debt	(9) (25)	12/10/2021			L+	5.75%		12/13/2026	—	(71)	(71)
			Secured Debt	(9)	12/10/2021		9.69%	L+	5.75%		12/13/2026	41,255	40,603	41,255
			Common Equity		12/10/2021	863,636							864	1,316

Table of contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2022

(dollars in thousands)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Total Rate	Reference Rate and Spread (29)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)
													41,396	42,500
SPAU Holdings, LLC	(10)	Digital Photo Product Provider
			Secured Debt	(9) (25) (29)	7/1/2022			SF+	7.50%		7/1/2027	—	(57)	(57)
			Secured Debt	(9) (29)	7/1/2022		11.06%	SF+	7.50%		7/1/2027	15,928	15,641	15,928
			Common Stock		7/1/2022	638,710							639	639
													16,223	16,510
Staples Canada ULC	(10) (13) (21)	Office Supplies Retailer
			Secured Debt	(9) (22)	9/14/2017		11.83%	L+	7.00%		9/12/2024	13,740	13,698	12,481

Stellant Systems, Inc.	(11)	Manufacturer of Traveling Wave Tubes and Vacuum Electronic Devices
			Secured Debt	(9) (29)	10/22/2021		10.05%	SF+	5.50%		10/1/2028	7,623	7,559	7,166

Tacala Investment Corp.	(33)	Quick Service Restaurant Group
			Secured Debt	(9) (32)	3/19/2021		7.88%	L+	3.50%		2/5/2027	1,974	1,974	1,904

Team Public Choices, LLC	(11)	Home-Based Care Employment Service Provider
			Secured Debt	(9)	12/22/2020		9.93%	L+	5.00%		12/18/2027	14,964	14,690	14,290

Tectonic Financial, LLC		Financial Services Organization
			Common Stock	(8)	5/15/2017	200,000							2,000	5,630

Tex Tech Tennis, LLC	(10)	Sporting Goods & Textiles
			Preferred Equity	(30)	7/7/2021	1,000,000							1,000	1,830

U.S. TelePacific Corp.	(11)	Provider of Communications and Managed Services
			Secured Debt	(9) (29)	5/17/2017		11.57%	SF+	1.25%	7.25%	5/2/2026	18,352	18,284	6,859

USA DeBusk LLC	(10)	Provider of Industrial Cleaning Services
			Secured Debt	(9)	10/22/2019		9.82%	L+	5.75%		9/8/2026	33,577	33,031	33,577

Veregy Consolidated, Inc.	(11)	Energy Service Company
			Secured Debt	(9) (25)	11/9/2020			L+	5.25%		11/3/2025	—	(630)	(630)
			Secured Debt	(9)	11/9/2020		10.41%	L+	6.00%		11/3/2027	17,685	17,381	15,479

Table of contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2022

(dollars in thousands)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Total Rate	Reference Rate and Spread (29)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)	Fair Value (18)
													16,751	14,849
Vida Capital, Inc	(11)	Alternative Asset Manager
			Secured Debt		10/10/2019		10.38%	L+	6.00%		10/1/2026	15,448	15,313	12,049

Vistar Media, Inc.	(10)	Operator of Digital Out-of-Home Advertising Platform
			Preferred Stock		4/3/2019	70,207							767	2,250

VORTEQ Coil Finishers, LLC	(10)	Specialty Coating of Aluminum and Light-Gauge Steel
			Common Equity	(8)	11/30/2021	1,038,462							1,038	3,930

Wahoo Fitness Acquisition L.L.C.	(11)	Fitness Training Equipment Provider
			Secured Debt	(9) (29)	8/17/2021		10.64%	SF+	5.75%		8/12/2028	14,625	14,268	8,409

Wall Street Prep, Inc.	(10)	Financial Training Services
			Secured Debt	(9) (25)	7/19/2021			L+	7.00%		7/19/2026	—	(6)	(6)
			Secured Debt	(9)	7/19/2021		10.74%	L+	7.00%		7/19/2026	4,235	4,173	4,146
			Common Stock		7/19/2021	400,000							400	420
													4,567	4,560
Watterson Brands, LLC	(10)	Facility Management Services
			Secured Debt	(9)	12/17/2021		10.73%	L+	6.00%		12/17/2026	371	334	370
			Secured Debt	(9)	12/17/2021		10.73%	L+	6.00%		12/17/2026	391	361	391
			Secured Debt	(9)	12/17/2021		10.73%	L+	6.00%		12/17/2026	28,957	28,591	28,947
													29,286	29,708
West Star Aviation Acquisition, LLC	(10)	Aircraft, Aircraft Engine and Engine Parts
			Secured Debt	(9) (25) (29)	3/1/2022			SF+	6.00%		3/1/2028	—	(20)	(20)
			Secured Debt	(9) (29)	3/1/2022		8.59%	SF+	6.00%		3/1/2028	10,794	10,608	10,685
			Common Stock		3/1/2022	1,541,400							1,541	1,950
													12,129	12,615
Winter Services LLC	(10)	Provider of Snow Removal and Ice Management Services
			Secured Debt	(9) (25)	11/19/2021			L+	7.00%		11/19/2026	—	(34)	—
			Secured Debt	(9) (25)	11/19/2021			L+	7.00%		11/19/2026	—	(17)	(17)
			Secured Debt	(9)	11/19/2021		10.74%	L+	7.00%		11/19/2026	10,000	9,848	9,992
													9,797	9,975
Xenon Arc, Inc.	(10)	Tech-enabled Distribution Services to Chemicals and Food Ingredients Primary Producers

Table of contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2022

(dollars in thousands)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Total Rate	Reference Rate and Spread (29)		PIK Rate (19)	Maturity Date	Principal (4)	Cost (4)		Fair Value (18)
			Secured Debt	(25)	12/17/2021			L+	5.25%		12/17/2026	—	(218)		(218)
			Secured Debt		12/17/2021		10.84%	L+	5.25%		12/17/2027	24,300	23,864		24,135
			Secured Debt		12/17/2021		8.63%	L+	5.25%		12/17/2027	38,311	37,691		38,051
													61,337		61,968
YS Garments, LLC	(11)	Designer and Provider of Branded Activewear
			Secured Debt	(9)	8/22/2018		9.51%	L+	5.50%		8/9/2024	12,659	12,619		12,127

Zips Car Wash, LLC	(10)	Express Car Wash Operator
			Secured Debt	(9) (29)	2/11/2022		11.67%	SF+	7.25%		3/1/2024	17,512	17,279		17,512
			Secured Debt	(9) (29) (33)	2/11/2022		11.67%	SF+	7.25%		3/1/2024	4,389	4,360		4,379
													21,639		21,891
Subtotal Non-Control/Non-Affiliate Investments (84.4%% of net assets at fair value)													$	1,867,414	$	1,780,646
Total Portfolio Investments, December 31, 2022 (194.5%% of net assets at fair value)													$	3,773,752	$	4,102,177

____________________

(1)All investments are Lower Middle Market portfolio investments, unless otherwise noted. See Note C—Fair Value Hierarchy for Investments—Portfolio Composition for a description of Lower Middle Market portfolio investments. All of the Company’s investments, unless otherwise noted, are encumbered either as security for the Company’s Credit Facilities or in support of the SBA-guaranteed debentures issued by the Funds.

(3)See Note C — Fair Value Hierarchy for Investments — Portfolio Composition and Schedule 12-14 for a summary of geographic location of portfolio companies.

(7)Non-Control/Non-Affiliate investments are defined by the 1940 Act as investments that are neither Control investments nor Affiliate investments.

(8)Income producing through dividends or distributions.

(9)Index based floating interest rate is subject to contractual minimum interest rate. As noted in this schedule, 66% of these floating rate loans (based on the par amount) contain LIBOR or Term SOFR (“SOFR”) floors which range between 0.50% and 2.00%, with a weighted-average floor of 1.04%.

(10)Private Loan portfolio investment. See Note C — Fair Value Hierarchy for Investments — Portfolio Composition for a description of Private Loan portfolio investments.

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MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2022

(dollars in thousands)

(11)Middle Market portfolio investment. See Note C — Fair Value Hierarchy for Investments — Portfolio Composition for a description of Middle Market portfolio investments.

(12)Other Portfolio investment. See Note C — Fair Value Hierarchy for Investments — Portfolio Composition for a description of Other Portfolio investments.

(14)Non-accrual and non-income producing debt investment.

(15)All of the Company’s portfolio investments are generally subject to restrictions on resale as “restricted securities.”

(16)External Investment Manager. Investment is not encumbered as security for the Company’s Credit Facilities or in support of the SBA-guaranteed debentures issued by the Funds.

(17)Maturity date is under on-going negotiations with the portfolio company and other lenders, if applicable.

(18)Investment fair value was determined using significant unobservable inputs, unless otherwise noted. See Note C — Fair Value Hierarchy for Investments — Portfolio Composition for further discussion. Negative fair value is the result of the capitalized discount on the loan or the unfunded commitment being valued below par.

(20)All portfolio company headquarters are based in the United States, unless otherwise noted.

(21)Portfolio company headquarters are located outside of the United States.

(22)In connection with the Company’s debt investment in Staples Canada ULC and in an attempt to mitigate any potential adverse change in foreign exchange rates during the term of the Company’s investment, the Company maintains a forward foreign currency contract with Cadence Bank to lend $16.9 million Canadian Dollars and receive $13.1 million U.S. Dollars with a settlement date of September 14, 2023. The unrealized appreciation on the forward foreign currency contract was $0.6 million as of December 31, 2022.

(23)The Company has entered into an intercreditor agreement that entitles the Company to the “last out” tranche of the first lien secured loans, whereby the “first out” tranche will receive priority as to the “last out” tranche with respect to payments of principal, interest, and any other amounts due thereunder. Therefore, the Company receives a higher interest rate than the contractual stated interest rate of SOFR+6.00% (Floor 1.00%) per the credit agreement and the Consolidated Schedule of Investments above reflects such higher rate.

(24)Investment date represents the date of initial investment in the security position.

(25)The position is unfunded and no interest income is being earned as of December 31, 2022. The position may earn a nominal unused facility fee on committed amounts.

(26)Warrants are presented in equivalent units with a strike price of $14.28 per unit.

(27)Warrants are presented in equivalent shares/units with a strike price of $0.01 per share/unit.

(28)As of December 31, 2022, borrowings under the loan facility bore interest at SOFR+6.25% (Floor 1.00%). Due to an amendment and subsequent funding during the quarter, the term loan facility has different floating rate reset dates. The rate presented represents a weighted-average rate for borrowings under the facility, as of December 31, 2022.

(29)A majority of the variable rate loans in the Company’s Investment Portfolio bear interest at a rate that may be determined by reference to either LIBOR (“L”), SOFR (“SF”) or an alternate Base rate (commonly based on the Federal Funds Rate or the Prime rate (“P”)), which typically resets every one, three, or six months at the borrower’s option. SOFR based contracts may include a credit spread adjustment (the “Adjustment”) that is charged in addition to the stated spread. The Adjustment is applied when the SOFR rate, plus the Adjustment, exceeds the stated floor rate, as applicable. As of December 31, 2022, SOFR based contracts in the portfolio had Adjustments ranging from 0.10% to 0.35%.

(30)Shares/Units represent ownership in a related Real Estate or HoldCo entity.

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MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2022

(dollars in thousands)

(31)Investment is not unitized. Presentation is made in percent of fully diluted ownership unless otherwise indicated.

(32)Short-term portfolio investments. See Note C — Fair Value Hierarchy for Investments — Portfolio Composition for a description of short-term portfolio investments.

(33)As of December 31, 2022, borrowings under the loan facility bore interest at SOFR+7.25% (Floor 1.00%). Each new draw on the delayed draw term loan facility has a different floating rate reset date. The rate presented represents a weighted-average rate for borrowings under the facility, as of December 31, 2022.

(34)The security has an effective contractual interest rate of 2.00% PIK + LIBOR+6.50%, Floor 1.00%, but the issuer may, in its discretion, elect to pay the PIK interest in cash. The rate presented represents the effective current yield based on actual payments received during the period.

(35)As of December 31, 2022, borrowings under the loan facility bore interest at LIBOR+6.50% PIK or Prime+5.50% PIK. Revolving facility permits the borrower to make an interest rate election regarding the base rate on each draw under the facility. The rate presented represents a weighted-average rate for borrowings under the facility, as of December 31, 2022.

(36)Index based floating interest rate is subject to contractual maximum base rate of 2.50%.

(37)Index based floating interest rate is subject to contractual maximum base rate of 1.50%.

(38)Warrants are presented in equivalent shares/units with a strike price of $1.00 per share/unit.

(39)Portfolio company is in a bankruptcy process and, as such, the maturity date of our debt investment in this portfolio company will not be finally determined until such process is complete. As noted in footnote (14), our debt investment in this portfolio company is on non-accrual status.

(40)The Company has entered into an intercreditor agreement that entitles the Company to the “last out” tranche of the first lien secured loans, whereby the “first out” tranche will receive priority as to the “last out” tranche with respect to payments of principal, interest, and any other amounts due thereunder. Therefore, the Company receives a higher interest rate than the contractual stated interest rate of SOFR+8.00% (Floor 1.50%) per the credit agreement and the Consolidated Schedule of Investments above reflects such higher rate.

(41)As of December 31, 2022, borrowings under the loan facility bore interest at SOFR+5.75% (Floor 1.00%). RLOC facility permits the borrower to make an interest rate election regarding the base rate on each draw under the facility. The rate presented represents a weighted-average rate for borrowings under the facility, as of December 31, 2022.

(42)As of December 31, 2022, borrowings under the loan facility bore interest at SOFR+6.25% (Floor 1.00%). RLOC facility permits the borrower to make an interest rate election regarding the base rate on each draw under the facility. The rate presented represents a weighted-average rate for borrowings under the facility, as of December 31, 2022.

(43)As of December 31, 2022, borrowings under the loan facility bore interest at LIBOR+8.00% (Floor 1.00%). RLOC facility permits the borrower to make an interest rate election regarding the base rate on each draw under the facility. The rate presented represents a weighted-average rate for borrowings under the facility, as of December 31, 2022.

(44)As of December 31, 2022, borrowings under the loan facility bore interest at LIBOR+10.00%. RLOC facility permits the borrower to make an interest rate election regarding the base rate on each draw under the facility. The rate presented represents a weighted-average rate for borrowings under the facility, as of December 31, 2022.

(45)As of December 31, 2022, borrowings under the loan facility bore interest at LIBOR+7.25% (Floor 0.75%). RLOC facility permits the borrower to make an interest rate election regarding the base rate on each draw under the facility. The rate presented represents a weighted-average rate for borrowings under the facility, as of December 31, 2022.

(46)As of December 31, 2022, borrowings under the loan facility bore interest at SOFR+8.00% (Floor 1.00%). RLOC facility permits the borrower to make an interest rate election regarding the base rate on each draw under the facility. The rate presented represents a weighted-average rate for borrowings under the facility, as of December 31, 2022.

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MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2022

(dollars in thousands)

(47)As of December 31, 2022, borrowings under the loan facility bore interest at SOFR+5.75% (Floor 1.00%). Delayed draw term loan facility permits the borrower to make an interest rate election regarding the base rate on each draw under the facility. The rate presented represents a weighted-average rate for borrowings under the facility, as of December 31, 2022.

(48)As of December 31, 2022, borrowings under the loan facility bore interest at SOFR+7.75% (Floor 1.25%). RLOC facility permits the borrower to make an interest rate election regarding the base rate on each draw under the facility. The rate presented represents a weighted-average rate for borrowings under the facility, as of December 31, 2022.

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MAIN STREET CAPITAL CORPORATION

Notes to the Consolidated Financial Statements

(Unaudited)

NOTE A — ORGANIZATION AND BASIS OF PRESENTATION

1.Organization

Main Street Capital Corporation (“MSCC”, or together with its consolidated subsidiaries, “Main Street” or the “Company”) is a principal investment firm primarily focused on providing customized debt and equity financing to lower middle market (“LMM”) companies and debt capital to middle market (“Middle Market”) companies. Main Street’s portfolio investments are typically made to support management buyouts, recapitalizations, growth financings, refinancings and acquisitions of companies that operate in a variety of industry sectors. Main Street seeks to partner with entrepreneurs, business owners and management teams and generally provides “one-stop” financing alternatives within its LMM investment strategy. Main Street invests primarily in secured debt investments, equity investments, warrants and other securities of LMM companies based in the United States and in secured debt investments of Middle Market companies generally headquartered in the United States.

MSCC was formed in March 2007 to operate as an internally managed business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). Because MSCC is internally managed, all of the executive officers and other employees are employed by MSCC. Therefore, MSCC does not pay any external investment advisory fees, but instead directly incurs the operating costs associated with employing investment and portfolio management professionals.

MSCC wholly owns several investment funds, including Main Street Mezzanine Fund, LP (“MSMF”) and Main Street Capital III, LP (“MSC III” and, together with MSMF, the “Funds”), and each of their general partners. The Funds are each licensed as a Small Business Investment Company (“SBIC”) by the United States Small Business Administration (“SBA”).

MSC Adviser I, LLC (the “External Investment Manager”) was formed in November 2013 as a wholly-owned subsidiary of Main Street to provide investment management and other services to parties other than Main Street (“External Parties”) and receives fee income for such services. MSCC has been granted no-action relief by the Securities and Exchange Commission (“SEC”) to allow the External Investment Manager to register as a registered investment adviser under the Investment Advisers Act of 1940, as amended. Since the External Investment Manager conducts all of its investment management activities for External Parties, it is accounted for as a portfolio investment of Main Street and is not included as a consolidated subsidiary in Main Street’s consolidated financial statements.

MSCC has elected to be treated for U.S. federal income tax purposes as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). As a result, MSCC generally does not pay corporate-level U.S. federal income taxes on any net ordinary taxable income or capital gains that it distributes to its stockholders.

Main Street has certain direct and indirect wholly-owned subsidiaries that have elected to be taxable entities (the “Taxable Subsidiaries”). The primary purpose of the Taxable Subsidiaries is to permit MSCC to hold equity investments in portfolio companies which are “pass-through” entities for tax purposes. MSCC also has certain direct and indirect wholly-owned subsidiaries formed for financing purposes (the “Structured Subsidiaries”).

Unless otherwise noted or the context otherwise indicates, the terms “we,” “us,” “our,” the “Company” and “Main Street” refer to MSCC and its consolidated subsidiaries, which include the Funds, the Taxable Subsidiaries and the Structured Subsidiaries.

2.Basis of Presentation

Main Street’s consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The Company is an investment company following accounting and reporting guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 946, Financial Services—Investment Companies (“ASC 946”). For each of the periods presented herein, Main Street’s consolidated financial statements include the accounts of MSCC and its consolidated subsidiaries. The Investment

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MAIN STREET CAPITAL CORPORATION

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

Portfolio, as used herein, refers to all of Main Street’s investments in LMM portfolio companies, investments in Private Loan portfolio companies, investments in Middle Market portfolio companies, Other Portfolio investments and the investment in the External Investment Manager (see Note C — Fair Value Hierarchy for Investments — Portfolio Composition — Investment Portfolio Composition for additional discussion of Main Street’s Investment Portfolio and definitions for the defined terms Private Loan and Other Portfolio). Main Street’s results of operations for the three and nine months ended September 30, 2023 and 2022, cash flows for the nine months ended September 30, 2023 and 2022, and financial position as of September 30, 2023 and December 31, 2022, are presented on a consolidated basis. The effects of all intercompany transactions between MSCC and its consolidated subsidiaries have been eliminated in consolidation.

The accompanying unaudited consolidated financial statements of Main Street are presented in conformity with U.S. GAAP for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Articles 6, 10 and 12 of Regulation S-X. Accordingly, certain disclosures accompanying annual consolidated financial statements prepared in accordance with U.S. GAAP are omitted. The unaudited consolidated financial statements and notes should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2022. In the opinion of management, the unaudited consolidated financial results included herein contain all adjustments, consisting solely of normal recurring accruals, considered necessary for the fair presentation of financial statements for the interim periods included herein. The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the operating results to be expected for the full year. Financial statements prepared on a U.S. GAAP basis require management to make estimates and assumptions that affect the amounts and disclosures reported in the consolidated financial statements and accompanying notes. Such estimates and assumptions could change in the future as more information becomes known, which could impact the amounts reported and disclosed herein.

Principles of Consolidation

Under ASC 946, Main Street is precluded from consolidating other entities in which Main Street has equity investments, including those in which it has a controlling interest, unless the other entity is another investment company. An exception to this general principle in ASC 946 occurs if Main Street holds a controlling interest in an operating company that provides all or substantially all of its services directly to Main Street. Accordingly, as noted above, MSCC’s consolidated financial statements include the financial position and operating results for the Funds, the Taxable Subsidiaries and the Structured Subsidiaries. Main Street has determined that none of its portfolio investments qualify for this exception, including the investment in the External Investment Manager. Therefore, Main Street’s Investment Portfolio is carried on the Consolidated Balance Sheets at fair value, as discussed further in Note B.1. — Summary of Significant Accounting Policies — Valuation of the Investment Portfolio, with any adjustments to fair value recognized as “Net Unrealized Appreciation (Depreciation)” until the investment is realized, usually upon exit, resulting in any gain or loss being recognized as a “Net Realized Gain (Loss),” in both cases on the Consolidated Statements of Operations.

Portfolio Investment Classification

Main Street classifies its Investment Portfolio in accordance with the requirements of the 1940 Act. Under the 1940 Act, (a) “Control Investments” are defined as investments in which Main Street owns more than 25% of the voting securities or has rights to maintain greater than 50% of the board representation, (b) “Affiliate Investments” are defined as investments in which Main Street owns between 5% and 25% (inclusive) of the voting securities and does not have rights to maintain greater than 50% of the board representation and (c) “Non-Control/Non-Affiliate Investments” are defined as investments that are neither Control Investments nor Affiliate Investments. For purposes of determining the classification of its Investment Portfolio, Main Street has excluded consideration of any voting securities or board appointment rights held by third-party investment funds advised by the External Investment Manager.

NOTE B — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1.Valuation of the Investment Portfolio

Main Street accounts for its Investment Portfolio at fair value. As a result, Main Street follows the provisions of ASC 820, Fair Value Measurements and Disclosures (“ASC 820”). ASC 820 defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value and

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MAIN STREET CAPITAL CORPORATION

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

enhances disclosure requirements for fair value measurements. ASC 820 requires Main Street to assume that the portfolio investment is to be sold in the principal market to independent market participants, which may be a hypothetical market. Market participants are defined as buyers and sellers in the principal market that are independent, knowledgeable and willing and able to transact.

Main Street’s portfolio strategy calls for it to invest primarily in illiquid debt and equity securities issued by privately held, LMM companies and debt securities issued by Middle Market companies that are generally larger in size than the LMM companies and that can be more liquid than the debt securities issued by LMM companies. Main Street categorizes some of its investments in LMM companies and Middle Market companies as Private Loan portfolio investments, which are primarily debt securities in privately held companies that have primarily been originated directly by Main Street or, to a lesser extent, through its strategic relationships with other investment funds on a collaborative basis through investments that are often referred to in the debt markets as “club deals” because of the small lender group size. In both cases, Main Street’s Private Loan investments are typically made to support a company owned by or in the process of being acquired by a private equity sponsor. Private Loan investments are made in companies that are consistent with the size of companies Main Street invests in through its LMM portfolio and Middle Market portfolio. Main Street’s portfolio also includes Other Portfolio investments which primarily consist of investments that are not consistent with the typical profiles for its LMM, Private Loan or Middle Market portfolio investments, including investments which may be managed by third parties. Main Street’s portfolio may also include short-term portfolio investments that are atypical of Main Street’s LMM, Private Loan and Middle Market portfolio investments in that they are intended to be a short-term deployment of capital and are more liquid than investments within the other portfolios. Main Street’s portfolio investments may be subject to restrictions on resale.

LMM investments and Other Portfolio investments generally have no established trading market, while Private Loan investments may include investments which have no established market or have established markets that are not active. Middle Market and short-term portfolio investments generally have established markets that are not active. Main Street determines in good faith the fair value of its Investment Portfolio pursuant to a valuation policy in accordance with ASC 820, with such valuation process approved by its Board of Directors and in accordance with the 1940 Act. Main Street’s valuation policies and processes are intended to provide a consistent basis for determining the fair value of Main Street’s Investment Portfolio.

For LMM portfolio investments, Main Street generally reviews external events, including private mergers, sales and acquisitions involving comparable companies, and includes these events in the valuation process by using an enterprise value waterfall methodology (“Waterfall”) for its LMM equity investments and an income approach using a yield-to-maturity model (“Yield-to-Maturity”) valuation method for its LMM debt investments. For Private Loan and Middle Market portfolio investments in debt securities for which it has determined that third-party quotes or other independent pricing are not available or appropriate, Main Street generally estimates the fair value based on the assumptions that it believes hypothetical market participants would use to value the investment in a current hypothetical sale using the Yield-to-Maturity valuation method. For Middle Market and short-term portfolio investments in debt securities for which it has determined that third-party quotes or other independent prices are available, Main Street primarily uses quoted prices in the valuation process. Main Street determines the appropriateness of the use of third-party broker quotes, if any, in determining fair value based on its understanding of the level of actual transactions used by the broker to develop the quote and whether the quote was an indicative price or binding offer, the depth and consistency of broker quotes and the correlation of changes in broker quotes with underlying performance of the portfolio company and other market indices. For its Other Portfolio equity investments, Main Street generally calculates the fair value of the investment primarily based on the net asset value (“NAV”) of the fund and adjusts the fair value for other factors deemed relevant that would affect the fair value of the investment. All of the valuation approaches for Main Street’s portfolio investments estimate the value of the investment as if Main Street were to sell, or exit, the investment as of the measurement date.

These valuation approaches consider the value associated with Main Street’s ability to control the capital structure of the portfolio company, as well as the timing of a potential exit. For valuation purposes, “control” portfolio investments are composed of debt and equity securities in companies for which Main Street has a controlling interest in the equity ownership of the portfolio company or the ability to nominate a majority of the portfolio company’s board of directors. For valuation purposes, “non-control” portfolio investments are generally composed of debt and equity securities in companies

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MAIN STREET CAPITAL CORPORATION

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

for which Main Street does not have a controlling interest in the equity ownership of the portfolio company or the ability to nominate a majority of the portfolio company’s board of directors.

Under the Waterfall valuation method, Main Street estimates the enterprise value of a portfolio company using a combination of market and income approaches or other appropriate valuation methods, such as considering recent transactions in the equity securities of the portfolio company or third-party valuations of the portfolio company, and then performs a Waterfall calculation by allocating the enterprise value over the portfolio company’s securities in order of their preference relative to one another. The enterprise value is the fair value at which an enterprise could be sold in a transaction between two willing parties, other than through a forced or liquidation sale. Typically, privately held companies are bought and sold based on multiples of earnings before interest, taxes, depreciation and amortization (“EBITDA”), cash flows, net income, revenues, or in limited cases, book value. There is no single methodology for estimating enterprise value. For any one portfolio company, enterprise value is generally described as a range of values from which a single estimate of enterprise value is derived. In estimating the enterprise value of a portfolio company, Main Street analyzes various factors including the portfolio company’s historical and projected financial results. Due to SEC deadlines for Main Street’s quarterly and annual financial reporting, the operating results of a portfolio company used in the current period valuation are generally the results from the period ended three months prior to such valuation date and may include unaudited, projected, budgeted or pro forma financial information and may require adjustments for non-recurring items or to normalize the operating results that may require significant judgment in determining. In addition, projecting future financial results requires significant judgment regarding future growth assumptions. In evaluating the operating results, Main Street also analyzes the impact of exposure to litigation, loss of customers or other contingencies. After determining the appropriate enterprise value, Main Street allocates the enterprise value to investments in order of the legal priority of the various components of the portfolio company’s capital structure. In applying the Waterfall valuation method, Main Street assumes the loans are paid-off at the principal amount in a change in control transaction and are not assumed by the buyer, which Main Street believes is consistent with its past transaction history and standard industry practices.

Under the Yield-to-Maturity valuation method, Main Street also uses the income approach to determine the fair value of debt securities based on projections of the discounted future free cash flows that the debt security will likely generate, including analyzing the discounted cash flows of interest and principal amounts for the debt security, as set forth in the associated loan agreements, as well as the financial position and credit risk of the portfolio company. Main Street’s estimate of the expected repayment date of its debt securities is generally the maturity date of the instrument, as Main Street generally intends to hold its loans and debt securities to maturity. The Yield-to-Maturity analysis also considers changes in leverage levels, credit quality, portfolio company performance, changes in market-based interest rates and other factors. Main Street will generally use the value determined by the Yield-to-Maturity analysis as the fair value for that security; however, because of Main Street’s general intent to hold its loans to maturity, the fair value will not exceed the principal amount of the debt security valued using the Yield-to-Maturity valuation method. A change in the assumptions that Main Street uses to estimate the fair value of its debt securities using the Yield-to-Maturity valuation method could have a material impact on the determination of fair value. If there is deterioration in credit quality or if a debt security is in workout status, Main Street may consider other factors in determining the fair value of the debt security, including the value attributable to the debt security from the enterprise value of the portfolio company or the proceeds that would most likely be received in a liquidation analysis.

Under the NAV valuation method, for an investment in an investment fund that does not have a readily determinable fair value, Main Street measures the fair value of the investment predominately based on the NAV of the investment fund as of the measurement date and adjusts the investment’s fair value for factors known to Main Street that would affect that fund’s NAV, including, but not limited to, fair values for individual investments held by the fund if Main Street holds the same investment or for a publicly traded investment. In addition, in determining the fair value of the investment, Main Street considers whether adjustments to the NAV are necessary in certain circumstances, based on the analysis of any restrictions on redemption of Main Street’s investment as of the measurement date, recent actual sales or redemptions of interests in the investment fund, and expected future cash flows available to equity holders, including the rate of return on those cash flows compared to an implied market return on equity required by market participants, or other uncertainties surrounding Main Street’s ability to realize the full NAV of its interests in the investment fund.

Pursuant to its internal valuation process and the requirements under the 1940 Act, Main Street performs valuation procedures on each of its portfolio investments quarterly. In addition to its internal valuation process, in arriving at

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MAIN STREET CAPITAL CORPORATION

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

estimates of fair value for its investments in its LMM portfolio companies, Main Street, among other things, consults with a nationally recognized independent financial advisory services firm (the “Financial Advisory Firm”). The Financial Advisory Firm analyzes and provides observations, recommendations and an assurance certification regarding the Company’s determinations of the fair value of its LMM portfolio company investments. The Financial Advisory Firm is generally consulted relative to Main Street’s investments in each LMM portfolio company at least once every calendar year, and for Main Street’s investments in new LMM portfolio companies, at least once in the twelve-month period subsequent to the initial investment. In certain instances, Main Street may determine that it is not cost-effective, and as a result is not in its stockholders’ best interest, to consult with the Financial Advisory Firm on its investments in one or more LMM portfolio companies. Such instances include, but are not limited to, situations where the fair value of Main Street’s investment in a LMM portfolio company is determined to be insignificant relative to the total Investment Portfolio. Main Street consulted with and received an assurance certification from the Financial Advisory Firm in arriving at Main Street’s determination of fair value for its investments in a total of 16 and 15 LMM portfolio companies for the three months ended September 30, 2023 and 2022, respectively, representing 22% and 24% of the total LMM portfolio at fair value as of September 30, 2023 and 2022, respectively. A total of 68 LMM portfolio companies were reviewed and certified by the Financial Advisory Firm for the trailing twelve months ended September 30, 2023, representing 94% of the total LMM portfolio at fair value as of September 30, 2023. Excluding its investments in LMM portfolio companies that, as of September 30, 2023, had not been in the Investment Portfolio for at least twelve months subsequent to the initial investment or whose primary purpose is to own real estate for which a third-party appraisal is obtained on at least an annual basis, 99% of the LMM portfolio at fair value was reviewed and certified by the Financial Advisory Firm for the trailing twelve months ended September 30, 2023.

For valuation purposes, all of Main Street’s Private Loan portfolio investments are non-control investments. For Private Loan portfolio investments for which it has determined that third-party quotes or other independent pricing are not available or appropriate, Main Street generally estimates the fair value based on the assumptions that it believes hypothetical market participants would use to value such Private Loan debt investments in a current hypothetical sale using the Yield-to-Maturity valuation method and such Private Loan equity investments in a current hypothetical sale using the Waterfall valuation method.

In addition to its internal valuation process, in arriving at estimates of fair value for its investments in its Private Loan portfolio companies, Main Street, among other things, consults with the Financial Advisory Firm. The Financial Advisory Firm analyzes and provides observations and recommendations and an assurance certification regarding Main Street’s determinations of the fair value of its Private Loan portfolio company investments. The Financial Advisory Firm is generally consulted relative to Main Street’s investments in each Private Loan portfolio company at least once every calendar year, and for Main Street’s investments in new Private Loan portfolio companies, at least once in the twelve-month period subsequent to the initial investment. In certain instances, Main Street may determine that it is not cost-effective, and as a result is not in its stockholders’ best interest, to consult with the Financial Advisory Firm on its investments in one or more Private Loan portfolio companies. Such instances include, but are not limited to, situations where the fair value of Main Street’s investment in a Private Loan portfolio company is determined to be insignificant relative to the total Investment Portfolio. Main Street consulted with and received an assurance certification from the Financial Advisory Firm in arriving at its determination of fair value for its investments in a total of 15 Private Loan portfolio companies for each of the three months ended September 30, 2023 and 2022, representing 25% and 20% of the total Private Loan portfolio at fair value as of September 30, 2023 and 2022, respectively. A total of 62 Private Loan portfolio companies were reviewed and certified by the Financial Advisory Firm for the trailing twelve months ended September 30, 2023, representing 83% of the total Private Loan portfolio at fair value as of September 30, 2023. Excluding its investments in Private Loan portfolio companies that, as of September 30, 2023, had not been in the Investment Portfolio for at least twelve months subsequent to the initial investment and its investments in Private Loan portfolio companies that were not reviewed because the investment is valued based upon third-party quotes or other independent pricing, 95% of the Private Loan portfolio at fair value was reviewed and certified by the Financial Advisory Firm for the trailing twelve months ended September 30, 2023.

For valuation purposes, all of Main Street’s Middle Market portfolio investments are non-control investments. To the extent sufficient observable inputs are available to determine fair value, Main Street uses observable inputs to determine the fair value of these investments through obtaining third-party quotes or other independent pricing. For Middle Market portfolio investments for which it has determined that third-party quotes or other independent pricing are not

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available or appropriate, Main Street generally estimates the fair value based on the assumptions that it believes hypothetical market participants would use to value such Middle Market debt investments in a current hypothetical sale using the Yield-to-Maturity valuation method and such Middle Market equity investments in a current hypothetical sale using the Waterfall valuation method. Main Street generally consults on a limited basis with the Financial Advisory Firm in connection with determining the fair value of its Middle Market portfolio investments due to the nature of these investments. The vast majority (90% and 89% as of September 30, 2023 and December 31, 2022, respectively) of the Middle Market portfolio investments (i) are valued using third-party quotes or other independent pricing services, (ii) Main Street has consulted with and received an assurance certification from the Financial Advisory Firm within the last twelve months or (iii) are new investments that have not been in the Investment Portfolio for at least twelve months subsequent to the initial investment.

For valuation purposes, all of Main Street’s short-term portfolio investments are non-control investments. To the extent sufficient observable inputs are available to determine fair value, Main Street uses observable inputs to determine the fair value of these investments through obtaining third-party quotes or other independent pricing. Because all of the short-term portfolio investments are typically valued using third-party quotes or other independent pricing services, Main Street generally does not consult with any financial advisory services firms in connection with determining the fair value of its short-term portfolio investments.

For valuation purposes, all of Main Street’s Other Portfolio investments are non-control investments. Main Street’s Other Portfolio investments comprised 2.9% and 2.8% of Main Street’s Investment Portfolio at fair value as of September 30, 2023 and December 31, 2022, respectively. Similar to the LMM investment portfolio, market quotations for Other Portfolio equity investments are generally not readily available. For its Other Portfolio equity investments, Main Street generally determines the fair value of these investments using the NAV valuation method.

For valuation purposes, Main Street’s investment in the External Investment Manager is a control investment. Market quotations are not readily available for this investment, and as a result, Main Street determines the fair value of the External Investment Manager using the Waterfall valuation method under the market approach. In estimating the enterprise value, Main Street analyzes various factors, including the entity’s historical and projected financial results, as well as its size, marketability and performance relative to the population of market comparables. This valuation approach estimates the value of the investment as if Main Street were to sell, or exit, the investment. In addition, Main Street considers its ability to control the capital structure of the company, as well as the timing of a potential exit, in connection with determining the fair value of the External Investment Manager. Main Street consults with and receives an assurance certification from the Financial Advisory Firm in arriving at its determination of fair value for its investment in the External Investment Adviser on a quarterly basis.

Due to the inherent uncertainty in the valuation process, Main Street’s determination of fair value for its Investment Portfolio may differ materially from the values that would have been determined had a ready market for the securities existed. In addition, changes in the market environment, portfolio company performance and other events that may occur over the lives of the investments may cause the gains or losses ultimately realized on these investments to be materially different than the valuations currently assigned. Main Street determines the fair value of each individual investment and records changes in fair value as unrealized appreciation or depreciation.

Main Street uses an internally developed portfolio investment rating system in connection with its investment oversight, portfolio management and analysis and investment valuation procedures for its LMM, Private Loan and Middle Market portfolio companies. This system takes into account both quantitative and qualitative factors of each LMM, Private Loan and Middle Market portfolio company.

In December 2020, the SEC adopted Rule 2a-5 under the 1940 Act, which permits a BDC’s board of directors to designate its executive officers or investment adviser as a valuation designee to determine the fair value for its investment portfolio, subject to the active oversight of the board. Main Street’s Board of Directors has approved policies and procedures pursuant to Rule 2a-5 (the “Valuation Procedures”) and has designated a group of its executive officers to serve as the Board of Directors’ valuation designee. Main Street believes its Investment Portfolio as of September 30, 2023 and December 31, 2022 approximates fair value as of those dates based on the markets in which it operates and other conditions in existence on those reporting dates.

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2.Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period. Actual results may differ from these estimates under different conditions or assumptions. Additionally, as explained in Note B.1. — Summary of Significant Accounting Policies — Valuation of the Investment Portfolio, the consolidated financial statements include investments in the Investment Portfolio whose values have been estimated by Main Street, pursuant to valuation policies and procedures approved and overseen by Main Street’s Board of Directors, in the absence of readily ascertainable market values. Because of the inherent uncertainty of the Investment Portfolio valuations, those estimated values may differ materially from the values that would have been determined had a ready market for the securities existed.

Macroeconomic factors, including pandemics, risk of recession, inflation, supply chain constraints or disruptions, geopolitical disruptions and rising market index interest rates, and the related effect on the U.S. and global economies, have impacted, and may continue to impact, the businesses and operating results of certain of Main Street’s portfolio companies. As a result of these and other current effects of macroeconomic factors, as well as the uncertainty regarding the extent and duration of their impact, the valuation of Main Street’s Investment Portfolio has and may continue to experience increased volatility.

3.Cash and Cash Equivalents

Cash and cash equivalents consist of cash and highly liquid investments with an original maturity of three months or less at the date of purchase. Cash and cash equivalents are carried at cost, which approximates fair value. At September 30, 2023, the Company had $37.4 million of cash equivalents invested in AAA-rated money market funds. These highly liquid, short-term investments are included in the Consolidated Schedule of Investments.

At September 30, 2023 and December 31, 2022, cash balances totaling $35.0 million and $46.3 million, respectively, exceeded Federal Deposit Insurance Corporation insurance protection levels, subjecting the Company to risk related to the uninsured balance.

4.Interest, Dividend and Fee Income

Main Street records interest and dividend income on the accrual basis to the extent amounts are expected to be collected. Dividend income is recorded when dividends are declared by the portfolio company or at such other time that an obligation exists for the portfolio company to make a distribution. Main Street evaluates accrued interest and dividend income periodically for collectability. When a loan or debt security becomes 90 days or more past due, and if Main Street otherwise does not expect the debtor to be able to service its debt obligation, Main Street will generally place the loan or debt security on non-accrual status and cease recognizing interest income on that loan or debt security until the borrower has demonstrated the ability and intent to pay contractual amounts due. If a loan or debt security’s status significantly improves regarding the debtor’s ability to service the debt obligation, or if a loan or debt security is sold or written off, Main Street removes it from non-accrual status.

As of September 30, 2023, investments on non-accrual status comprised 1.0% of Main Street’s total Investment Portfolio at fair value and 3.1% at cost. As of December 31, 2022, investments on non-accrual status comprised 0.6% of Main Street’s total Investment Portfolio at fair value and 3.7% at cost.

Main Street holds certain debt and preferred equity instruments in its Investment Portfolio that contain payment-in-kind (“PIK”) interest and cumulative dividend provisions. The PIK interest, computed at the contractual rate specified in each debt agreement, is periodically added to the principal balance of the debt and is recorded as interest income. Thus, the actual collection of this interest may be deferred until the time of debt principal repayment. Cumulative dividends are recorded as dividend income, and any dividends in arrears are added to the balance of the preferred equity investment. The actual collection of these dividends in arrears may be deferred until such time as the preferred equity is redeemed or sold. To maintain RIC tax treatment (as discussed in Note B.9. — Summary of Significant Accounting Policies — Income Taxes below), these non-cash sources of income may need to be paid out to stockholders in the form of distributions, even though

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Main Street may not have collected the PIK interest and cumulative dividends in cash. Main Street stops accruing PIK interest and cumulative dividends and writes off any accrued and uncollected interest and dividends in arrears when it determines that such PIK interest and dividends in arrears are no longer collectible. For the three months ended September 30, 2023 and 2022, (i) 1.9% and 1.2%, respectively, of Main Street’s total investment income was attributable to PIK interest income not paid currently in cash and (ii) 0.3% and 0.3%, respectively, of Main Street’s total investment income was attributable to cumulative dividend income not paid currently in cash. For the nine months ended September 30, 2023 and 2022, (i) 2.0% and 1.3%, respectively, of Main Street’s total investment income was attributable to PIK interest income not paid currently in cash and (ii) 0.3% and 0.5%, respectively, of Main Street’s total investment income was attributable to cumulative dividend income not paid currently in cash.

Main Street may periodically provide services, including structuring and advisory services, to its portfolio companies or other third parties. For services that are separately identifiable and evidence exists to substantiate fair value, fee income is recognized as earned, which is generally when the investment or other applicable transaction closes. Fees received in connection with debt financing transactions for services that do not meet these criteria are treated as debt origination fees and are generally deferred and accreted into income over the life of the financing.

A presentation of total investment income Main Street received from its Investment Portfolio in each of the periods presented is as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(dollars in thousands)
Interest, fee and dividend income:
Interest income	$	99,381	$	75,023	$	290,045	$	198,446
Dividend income	21,192		19,424		71,014		53,959
Fee income	2,664		3,940		10,015		10,576
Total interest, fee and dividend income	$	123,237	$	98,387	$	371,074	$	262,981

5.Deferred Financing Costs

Deferred financing costs include commitment fees and other direct costs related to Main Street’s multi-year revolving credit facility (the “Corporate Facility”) and special purpose vehicle revolving credit facility (the “SPV Facility” and, together with the Corporate Facility, the “Credit Facilities”) and its unsecured notes, as well as the commitment fees and leverage fees (3.4% of the total commitment and draw amounts, as applicable) on the SBIC debentures. See further discussion of Main Street’s debt in Note E — Debt. Deferred financing costs in connection with the Credit Facilities are capitalized as an asset. Deferred financing costs in connection with all other debt arrangements are a direct deduction from the principal amount outstanding.

6.Equity Offering Costs

The Company’s offering costs are charged against the proceeds from equity offerings when the proceeds are received.

7.Unearned Income—Debt Origination Fees and Original Issue Discount and Discounts / Premiums to Par Value

Main Street capitalizes debt origination fees received in connection with financings and reflects such fees as unearned income netted against the applicable debt investments. The unearned income from the fees is accreted into income over the life of the financing.

In connection with its portfolio debt investments, Main Street sometimes receives nominal cost warrants or warrants with an exercise price below the fair value of the underlying equity (together, “nominal cost equity”) that are

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valued as part of the negotiation process with the particular portfolio company. When Main Street receives nominal cost equity, it allocates its cost basis in its investment between its debt security and its nominal cost equity at the time of origination based on amounts negotiated with the particular portfolio company. The allocated amounts are based upon the fair value of the nominal cost equity, which is then used to determine the allocation of cost to the debt security. Any discount recorded on a debt investment resulting from this allocation is reflected as unearned income, which is netted against the applicable debt investment, and accreted into interest income over the life of the debt investment. The actual collection of this interest is deferred until the time of debt principal repayment.

Main Street may also purchase debt securities at a discount or at a premium to the par value of the debt security. In the case of a purchase at a discount, Main Street records the investment at the par value of the debt security net of the discount, and the discount is accreted into interest income over the life of the debt investment. In the case of a purchase at a premium, Main Street records the investment at the par value of the debt security plus the premium, and the premium is amortized as a reduction to interest income over the life of the debt investment.

To maintain RIC tax treatment (as discussed in Note B.9. — Summary of Significant Accounting Policies — Income Taxes below), these non-cash sources of income may need to be paid out to stockholders in the form of distributions, even though Main Street may not have collected the interest income. For the three months ended September 30, 2023 and 2022, 1.9% and 1.8%, respectively, of Main Street’s total investment income was attributable to interest income from the accretion of discounts associated with debt investments, net of any premium amortization. For the nine months ended September 30, 2023 and 2022, 1.8% and 1.9%, respectively, of Main Street’s total investment income was attributable to interest income from the accretion of discounts associated with debt investments, net of any premium amortization.

8.Share-Based Compensation

Main Street accounts for its share-based compensation plans using the fair value method, as prescribed by ASC 718, Compensation—Stock Compensation. Accordingly, for restricted stock awards, Main Street measures the grant date fair value based upon the market price of its common stock on the date of the grant and amortizes the fair value of the awards as share-based compensation expense over the requisite service period, which is generally the vesting term.

Main Street recognizes all excess tax benefits and tax deficiencies (including tax benefits of dividends on share-based payment awards) as income tax expense or benefit in the income statement and does not delay recognition of a tax benefit until the tax benefit is realized through a reduction to taxes payable. As such, the tax effects of exercised or vested awards are treated as discrete items in the reporting period in which they occur. Additionally, Main Street has elected to account for forfeitures as they occur.

9.Income Taxes

MSCC has elected to be treated for U.S. federal income tax purposes as a RIC. MSCC’s taxable income includes the taxable income generated by MSCC and certain of its subsidiaries, including the Funds and Structured Subsidiaries, which are treated as disregarded entities for tax purposes. As a RIC, MSCC generally will not pay corporate-level U.S. federal income taxes on any net ordinary taxable income or capital gains that MSCC distributes to its stockholders. MSCC must generally distribute at least 90% of its “investment company taxable income” (which is generally its net ordinary taxable income and realized net short-term capital gains in excess of realized net long-term capital losses) and 90% of its tax-exempt income to maintain its RIC status (pass-through tax treatment for amounts distributed). As part of maintaining RIC status, undistributed taxable income (subject to a 4% non-deductible U.S. federal excise tax) pertaining to a given fiscal year may be distributed up to twelve months subsequent to the end of that fiscal year, provided such dividends are declared on or prior to the later of (i) the filing of the U.S. federal income tax return for the applicable fiscal year or (ii) the fifteenth day of the ninth month following the close of the year in which such taxable income was generated.

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investments held by the Taxable Subsidiaries are included in Main Street’s consolidated financial statements as portfolio investments and recorded at fair value. The Taxable Subsidiaries are not consolidated with MSCC for income tax purposes and may generate income tax expense, or benefit, and tax assets and liabilities, as a result of their ownership of certain portfolio investments. The taxable income, or loss, of the Taxable Subsidiaries may differ from their book income, or loss, due to temporary book and tax timing differences and permanent differences. The Taxable Subsidiaries are each taxed at corporate income tax rates based on their taxable income. The income tax expense, or benefit, if any, and the related tax assets and liabilities, of the Taxable Subsidiaries are reflected in Main Street’s consolidated financial statements.

The External Investment Manager is an indirect wholly-owned subsidiary of MSCC owned through a Taxable Subsidiary and is a disregarded entity for tax purposes. The External Investment Manager has entered into a tax sharing agreement with its Taxable Subsidiary owner. Since the External Investment Manager is accounted for as a portfolio investment of MSCC and is not included as a consolidated subsidiary of MSCC in MSCC’s consolidated financial statements, and as a result of the tax sharing agreement with its Taxable Subsidiary owner, for its stand-alone financial reporting purposes the External Investment Manager is treated as if it is taxed at corporate income tax rates based on its taxable income and, as a result of its activities, may generate income tax expense or benefit. The income tax expense, or benefit, if any, and the related tax assets and liabilities, of the External Investment Manager are reflected in the External Investment Manager’s separate financial statements.

The Taxable Subsidiaries and the External Investment Manager use the liability method in accounting for income taxes. Deferred tax assets and liabilities are recorded for temporary differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements, using statutory tax rates in effect for the year in which the temporary differences are expected to reverse. A valuation allowance is provided, if necessary, against deferred tax assets when it is more likely than not that some portion or all of the deferred tax asset will not be realized. Main Street’s net assets as included on the Consolidated Balance Sheets and Consolidated Statements of Changes in Net Assets include an adjustment to classification as a result of permanent book-to-tax differences, which include differences in the book and tax treatment of income and expenses.

Taxable income generally differs from net income for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses. Taxable income generally excludes net unrealized appreciation or depreciation, as investment gains or losses are not included in taxable income until they are realized.

10.Net Realized Gains or Losses and Net Unrealized Appreciation or Depreciation

Realized gains or losses are measured by the difference between the net proceeds from the sale or redemption of an investment or a financial instrument and the cost basis of the investment or financial instrument, without regard to unrealized appreciation or depreciation previously recognized, and includes investments written-off during the period net of recoveries and realized gains or losses from in-kind redemptions. Net unrealized appreciation or depreciation reflects the net change in the fair value of the Investment Portfolio and financial instruments and the reclassification of any prior period unrealized appreciation or depreciation on exited investments and financial instruments to realized gains or losses.

11.Fair Value of Financial Instruments

Fair value estimates are made at discrete points in time based on relevant information. These estimates may be subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Main Street believes that the carrying amounts of its financial instruments, consisting of cash and cash equivalents, receivables, payables and other liabilities approximate the fair values of such items due to the short-term nature of these instruments.

To estimate the fair value of Main Street’s multiple tranches of unsecured debt instruments as disclosed in Note E — Debt, Main Street uses quoted market prices. For the estimated fair value of Main Street’s SBIC debentures, Main Street uses the Yield-to-Maturity valuation method based on projections of the discounted future free cash flows that the debt security will likely generate, including both the discounted cash flows of the associated interest and principal amounts for the debt security.

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12. Earnings per Share

Basic and diluted per share calculations are computed utilizing the weighted-average number of shares of common stock outstanding for the period. In accordance with ASC 260, Earnings Per Share, the unvested shares of restricted stock awarded pursuant to Main Street’s equity compensation plans are participating securities and, therefore, are included in the basic earnings per share calculation. As a result, for all periods presented, there is no difference between diluted earnings per share and basic earnings per share amounts.

13. Recently Issued or Adopted Accounting Standards

In March 2020, the FASB issued ASU 2020-04, Reference rate reform (Topic 848) — Facilitation of the effects of reference rate reform on financial reporting. The amendments in this update provide optional expedients and exceptions for applying U.S. GAAP to certain contracts and hedging relationships that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform and became effective upon issuance for all entities. The Company has agreements that have LIBOR as a reference rate with certain portfolio companies and also with certain lenders. Many of these agreements include language for choosing an alternative successor rate if LIBOR reference is no longer considered to be appropriate. Contract modifications are required to be evaluated in determining whether the modifications result in the establishment of new contracts or the continuation of existing contracts. The Company adopted this amendment in March 2020 and plans to apply the amendments in this update to account for contract modifications due to changes in reference rates when LIBOR reference is no longer used.

In November 2022, the FASB issued ASU 2022-06, Reference rate reform (Topic 848) — Deferral of the Sunset Date of Topic 848, which deferred the sunset date of Topic 848 from December 31, 2022 to December 31, 2024 after which entities will no longer be permitted to apply the relief in Topic 848. The Company utilized the optional expedients and exceptions provided by ASU 2020-04 and extended by ASU 2022-06 during the nine months ended September 30, 2023 and the year ended December 31, 2022, the effect of which was not material to the consolidated financial statements and the notes thereto. The Company will continue to utilize the optional expedients provided by ASU 2020-04 and extended by ASU 2022-06 through December 31, 2024. The Company does not expect ASU 2022-06 to have a material impact to the consolidated financial statements and the notes thereto.

In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. The amendments in this update provide that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments in this update also require additional disclosures for equity securities subject to contractual sales restrictions. ASU 2022-03 is effective for years beginning after December 15, 2023, though early adoption is permitted. The Company elected to early adopt ASU 2022-03 as of December 31, 2022 and it did not have a material impact on the consolidated financial statements and the notes thereto.

From time to time, new accounting pronouncements are issued by the FASB or other standards-setting bodies that are adopted by the Company as of the specified effective date. The Company believes that the impact of recently issued standards and any that are not yet effective will not have a material impact on its consolidated financial statements upon adoption.

NOTE C — FAIR VALUE HIERARCHY FOR INVESTMENTS—PORTFOLIO COMPOSITION

ASC 820 defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value, and enhances disclosure requirements for fair value measurements. Main Street accounts for its investments at fair value.

Fair Value Hierarchy

In accordance with ASC 820, Main Street has categorized its investments based on the priority of the inputs to the valuation technique into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical investments (Level 1) and the lowest priority to unobservable inputs (Level 3).

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(Unaudited)

Investments recorded on Main Street’s Consolidated Balance Sheets are categorized based on the inputs to the valuation techniques as follows:

Level 1—Investments whose values are based on unadjusted quoted prices for identical assets in an active market that Main Street has the ability to access (examples include investments in active exchange-traded equity securities and investments in most U.S. government and agency securities).

Level 2—Investments whose values are based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the investment. Level 2 inputs include the following:

•Quoted prices for similar assets in active markets (for example, investments in restricted stock);

•Quoted prices for identical or similar assets in non-active markets (for example, investments in thinly traded public companies);

•Pricing models whose inputs are observable for substantially the full term of the investment (for example, market interest rate indices); and

•Pricing models whose inputs are derived principally from, or corroborated by, observable market data through correlation or other means for substantially the full term of the investment.

Level 3—Investments whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement (for example, investments in illiquid securities issued by privately held companies). These inputs reflect management’s own assumptions about the assumptions a market participant would use in pricing the investment.

As required by ASC 820, when the inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement in its entirety. For example, a Level 3 fair value measurement may include inputs that are observable (Levels 1 and 2) and unobservable (Level 3). Therefore, unrealized appreciation and depreciation related to such investments categorized within the Level 3 tables below may include changes in fair value that are attributable to both observable inputs (Levels 1 and 2) and unobservable inputs (Level 3).

As of September 30, 2023 and December 31, 2022, all of Main Street’s LMM portfolio investments consisted of illiquid securities issued by privately held companies and the fair value determination for these investments primarily consisted of unobservable inputs. As a result, all of Main Street’s LMM portfolio investments were categorized as Level 3 as of September 30, 2023 and December 31, 2022.

As of September 30, 2023 and December 31, 2022, Main Street’s Private Loan portfolio investments primarily consisted of investments in interest-bearing secured debt investments. The fair value determination for these investments consisted of a combination of observable inputs in non-active markets for which sufficient observable inputs were not available to determine the fair value of these investments and unobservable inputs. As a result, all of Main Street’s Private Loan portfolio investments were categorized as Level 3 as of September 30, 2023 and December 31, 2022.

As of September 30, 2023 and December 31, 2022, Main Street’s Middle Market portfolio investments consisted primarily of investments in secured and unsecured debt investments and independently rated debt investments. The fair value determination for these investments consisted of a combination of observable inputs in non-active markets for which sufficient observable inputs were not available to determine the fair value of these investments and unobservable inputs. As a result, all of Main Street’s Middle Market portfolio investments were categorized as Level 3 as of September 30, 2023 and December 31, 2022.

As of September 30, 2023 and December 31, 2022, Main Street’s Other Portfolio investments consisted of illiquid securities issued by privately held entities and the fair value determination for these investments primarily consisted of

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(Unaudited)

unobservable inputs. As a result, all of Main Street’s Other Portfolio investments were categorized as Level 3 as of September 30, 2023 and December 31, 2022.

As of December 31, 2022, Main Street held one short-term portfolio investment, which was a secured debt investment. The fair value determination for this investment consisted of available observable inputs in non-active markets sufficient to determine the fair value of the investment. As a result, Main Street’s short-term portfolio investment was categorized as Level 2 as of December 31, 2022.

The fair value determination of each portfolio investment categorized as Level 3 required one or more of the following unobservable inputs:

•Financial information obtained from each portfolio company, including unaudited statements of operations and balance sheets for the most recent period available as compared to budgeted numbers;

•Current and projected financial condition of the portfolio company;

•Current and projected ability of the portfolio company to service its debt obligations;

•Type and amount of collateral, if any, underlying the investment;

•Current financial ratios (e.g., fixed charge coverage ratio, interest coverage ratio and net debt/EBITDA ratio) applicable to the investment;

•Current liquidity of the investment and related financial ratios (e.g., current ratio and quick ratio);

•Pending debt or capital restructuring of the portfolio company;

•Projected operating results of the portfolio company;

•Current information regarding any offers to purchase the investment;

•Current ability of the portfolio company to raise any additional financing as needed;

•Changes in the economic environment which may have a material impact on the operating results of the portfolio company;

•Internal occurrences that may have an impact (both positive and negative) on the operating performance of the portfolio company;

•Qualitative assessment of key management;

•Contractual rights, obligations or restrictions associated with the investment; and

•Other factors deemed relevant.

The use of significant unobservable inputs creates uncertainty in the measurement of fair value as of the reporting date. The significant unobservable inputs used in the fair value measurement of Main Street’s LMM equity securities, which are generally valued through an average of the discounted cash flow technique and the market comparable/enterprise value technique (unless one of these approaches is determined to not be appropriate), are (i) EBITDA multiples and (ii) the weighted-average cost of capital (“WACC”). Significant increases (decreases) in EBITDA multiple inputs in isolation would result in a significantly higher (lower) fair value measurement. On the contrary, significant increases (decreases) in WACC inputs in isolation would result in a significantly lower (higher) fair value measurement. The significant unobservable inputs used in the fair value measurement of Main Street’s LMM, Private Loan and Middle Market securities are (i) risk adjusted discount rates used in the Yield-to-Maturity valuation technique (see Note B.1. — Summary of

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(Unaudited)

Significant Accounting Policies — Valuation of the Investment Portfolio) and (ii) the percentage of expected principal recovery. Significant increases (decreases) in any of these discount rates in isolation would result in a significantly lower (higher) fair value measurement. Significant increases (decreases) in any of these expected principal recovery percentages in isolation would result in a significantly higher (lower) fair value measurement. However, due to the nature of certain investments, fair value measurements may be based on other criteria, such as third-party appraisals of collateral and fair values as determined by independent third parties, which are not presented in the tables below.

The following tables provide a summary of the significant unobservable inputs used to fair value Main Street’s Level 3 portfolio investments as of September 30, 2023 and December 31, 2022:


Type of Investment	Fair Value as of September 30, 2023 (in thousands)		Valuation Technique	Significant Unobservable Inputs	Range(3)	Weighted Average(3)		Median(3)
Equity investments	$	1,311,786	Discounted cash flow	WACC	9.4% - 22.5%	14.5	%	15.4	%
			Market comparable / Enterprise value	EBITDA multiple (1)	4.5x - 8.5x (2)	7.0x		6.2x
Debt investments	$	2,773,233	Discounted cash flow	Risk adjusted discount factor (4)	9.8% - 18.5% (2)	12.9	%	13.0	%
				Expected principal recovery percentage	0.0% - 100.0%	99.5	%	100.0	%
Debt investments	$	209,703	Market approach	Third-party quote	4.0 - 99.0	90.6		94.0
Total Level 3 investments	$	4,294,722

____________________

(1)EBITDA may include proforma adjustments and/or other addbacks based on specific circumstances related to each investment.

(2)Range excludes outliers that are greater than one standard deviation from the mean. Including these outliers, the range for EBITDA multiple is 2.0x - 15.7x and the range for risk adjusted discount factor is 7.0% - 33.5%.

(3)Does not include investments for which the valuation technique does not include the use of the applicable fair value input.

(4)Discount rate includes the effect of the standard LIBOR and SOFR base rate, as applicable.


Type of Investment	Fair Value as of December 31, 2022 (in thousands)		Valuation Technique	Significant Unobservable Inputs	Range(3)	Weighted Average(3)		Median(3)
Equity investments	$	1,172,077	Discounted cash flow	WACC	9.4% - 22.5%	14.5	%	15.4	%
			Market comparable / Enterprise value	EBITDA multiple (1)	4.3x - 8.3x (2)	6.7x		6.0x
Debt investments	$	2,663,958	Discounted cash flow	Risk adjusted discount factor (4)	8.5% - 18.8% (2)	12.2	%	12.4	%
				Expected principal recovery percentage	0.0% - 100.0%	99.4	%	100.0	%
Debt investments	$	264,238	Market approach	Third-party quote	5.6 - 98.5	87.0		91.4
Total Level 3 investments	$	4,100,273

____________________

(1)EBITDA may include proforma adjustments and/or other addbacks based on specific circumstances related to each investment.

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(Unaudited)

(3)Does not include investments for which the valuation technique does not include the use of the applicable fair value input.

(4)Discount rate includes the effect of the standard LIBOR and SOFR base rate, as applicable.

The following tables provide a summary of changes in fair value of Main Street’s Level 3 portfolio investments for the nine months ended September 30, 2023 and 2022 (amounts in thousands):


Type of Investment	Fair Value as of December 31, 2022		Transfers Into Level 3 Hierarchy		Redemptions/ Repayments		New Investments		Net Changes from Unrealized to Realized		Net Unrealized Appreciation (Depreciation)		Other(1)		Fair Value as of September 30, 2023
Debt	$	2,928,196	$	—	$	(536,800)	$	547,102	$	101,276	$	(26,869)	$	(29,969)	$	2,982,936
Equity	1,166,643		—		(40,261)		55,699		2,394		88,079		32,322		1,304,876
Equity Warrant	5,434		—		—		2,091		—		1,961		(2,576)		6,910
	$	4,100,273	$	—	$	(577,061)	$	604,892	$	103,670	$	63,171	$	(223)	$	4,294,722

____________________

(1)Includes the impact of non-cash conversions. These transactions represent non-cash investing activities. See additional cash flow information in the Consolidated Statements of Cash Flows.


Type of Investment	Fair Value as of December 31, 2021		Transfers Into Level 3 Hierarchy		Redemptions/ Repayments		New Investments		Net Changes from Unrealized to Realized		Net Unrealized Appreciation (Depreciation)		Other(1)		Fair Value as of September 30, 2022
Debt	$	2,509,568	$	—	$	(436,372)	$	869,214	$	9,632	$	(78,710)	$	(6,933)	$	2,866,399
Equity	1,043,709		—		(49,447)		47,475		(11,801)		63,591		6,933		1,100,460
Equity Warrant	6,560		—		(474)		—		(615)		(696)		—		4,775
	$	3,559,837	$	—	$	(486,293)	$	916,689	$	(2,784)	$	(15,815)	$	—	$	3,971,635

____________________

(1)Includes the impact of non-cash conversions. These transactions represent non-cash investing activities. See additional cash flow information in the Consolidated Statements of Cash Flows.

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(Unaudited)

At September 30, 2023 and December 31, 2022, Main Street’s investments at fair value were categorized as follows in the fair value hierarchy for ASC 820 purposes:


			Fair Value Measurements
			(in thousands)
At September 30, 2023	Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
LMM portfolio investments	$	2,190,371	$	—	$	—	$	2,190,371
Private Loan portfolio investments	1,543,958		—		—		1,543,958
Middle Market portfolio investments	290,613		—		—		290,613
Other Portfolio investments	123,649		—		—		123,649
External Investment Manager	146,131		—		—		146,131
Total investments	$	4,294,722	$	—	$	—	$	4,294,722


			Fair Value Measurements
			(in thousands)
At December 31, 2022	Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
LMM portfolio investments	$	2,060,459	$	—	$	—	$	2,060,459
Private Loan portfolio investments	1,471,466		—		—		1,471,466
Middle Market portfolio investments	329,119		—		—		329,119
Other Portfolio investments	116,299		—		—		116,299
External Investment Manager	122,930		—		—		122,930
Short-term portfolio investments	1,904		—		1,904		—
Total investments	$	4,102,177	$	—	$	1,904	$	4,100,273

Investment Portfolio Composition

Main Street’s principal investment objective is to maximize its portfolio’s total return by generating current income from its debt investments and current income and capital appreciation from its equity and equity-related investments, including warrants, convertible securities and other rights to acquire equity securities in a portfolio company. Main Street seeks to achieve its investment objective through its LMM, Private Loan and Middle Market investment strategies.

Main Street’s LMM investment strategy is focused on investments in secured debt, equity warrants and direct equity investments in privately held, LMM companies based in the United States. Main Street’s LMM portfolio companies generally have annual revenues between $10 million and $150 million, and its LMM investments generally range in size from $5 million to $75 million. The LMM debt investments are typically secured by a first priority lien on the assets of the portfolio company, can include either fixed or floating rate terms and generally have a term of between five and seven years from the original investment date. In most LMM portfolio investments, Main Street receives nominally priced equity warrants and/or makes direct equity investments in connection with a debt investment.

Main Street’s private loan (“Private Loan”) investment strategy is focused on investments in privately held companies that are generally consistent with the size of its LMM portfolio companies or Middle Market portfolio companies, and its Private Loan investments generally range in size from $10 million to $75 million. Main Street’s Private Loan investments primarily consist of debt securities that have primarily been originated directly by Main Street or, to a lesser extent, through its strategic relationships with other investment funds on a collaborative basis through investments that are often referred to in the debt markets as “club deals” because of the small lender group size. In both cases, our

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(Unaudited)

Private Loan investments are typically made to support a company owned by or in the process of being acquired by a private equity sponsor. Main Street’s Private Loan portfolio debt investments are generally secured by a first priority lien on the assets of the portfolio company and typically have a term of between three and seven years from the original investment date. Main Street may have the option to co-invest with the sponsor in the equity securities of its Private Loan portfolio companies.

Main Street’s Middle Market investment strategy is focused on investments in syndicated loans to or debt securities in Middle Market companies, which Main Street defines as companies with annual revenues between $150 million and $1.5 billion, and its Middle Market investments generally range in size from $3 million to $25 million. Main Street’s Middle Market portfolio debt investments are generally secured by a first priority lien on the assets of the portfolio company and typically have an expected duration of between three and seven years from the original investment date.

Main Street’s other portfolio (“Other Portfolio”) investments primarily consist of investments that are not consistent with the typical profiles for its LMM, Private Loan or Middle Market portfolio investments, including investments which may be managed by third parties. In the Other Portfolio, Main Street may incur indirect fees and expenses in connection with investments managed by third parties, such as investments in other investment companies or private funds. For Other Portfolio investments, Main Street generally receives distributions related to the assets held by the portfolio company. Those assets are typically expected to be liquidated over a five to ten-year period.

Based upon Main Street’s liquidity and capital structure management activities, Main Street’s Investment Portfolio may also include short-term portfolio investments that are atypical of Main Street’s LMM, Private Loan and Middle Market portfolio investments in that they are intended to be a short-term deployment of capital. Those assets are typically expected to be liquidated in one year or less. These short-term portfolio investments are not expected to be a significant portion of the overall Investment Portfolio.

Main Street’s external asset management business is conducted through its External Investment Manager. The External Investment Manager earns management fees based on the assets under management for External Parties and may earn incentive fees, or a carried interest, based on the performance of the assets managed. Main Street entered into an agreement with the External Investment Manager to share employees in connection with its asset management business generally, and specifically for its relationship with MSC Income Fund, Inc. (“MSC Income”). Through this agreement, Main Street shares employees with the External Investment Manager, including their related infrastructure, business relationships, management expertise and capital raising capabilities. Main Street allocates the related expenses to the External Investment Manager pursuant to the sharing agreement. Main Street’s total expenses for the three months ended September 30, 2023 and 2022 are net of expenses allocated to the External Investment Manager of $5.4 million and $3.3 million, respectively, and for the nine months ended September 30, 2023 and 2022 of $16.1 million and $9.6 million, respectively.

Investment income, consisting of interest, dividends and fees, can fluctuate dramatically due to various factors, including the level of new investment activity, repayments of debt investments or sales of equity interests. Investment income in any given year could also be highly concentrated among several portfolio companies. For the three and nine months ended September 30, 2023 and 2022, Main Street did not record investment income from any single portfolio company in excess of 10% of total investment income.

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Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

The following tables provide a summary of Main Street’s investments in the LMM, Private Loan and Middle Market portfolios as of September 30, 2023 and December 31, 2022 (this information excludes Other Portfolio investments, short-term portfolio investments and the External Investment Manager, which are discussed further below).


	As of September 30, 2023
	LMM (a)			Private Loan			Middle Market
	(dollars in millions)
Number of portfolio companies	79			89			27
Fair value	$	2,190.4		$	1,544.0		$	290.6
Cost	$	1,716.9		$	1,577.5		$	343.3
Debt investments as a % of portfolio (at cost)	71.9		%	96.2		%	92.7		%
Equity investments as a % of portfolio (at cost)	28.1		%	3.8		%	7.3		%
% of debt investments at cost secured by first priority lien	99.2		%	99.5		%	99.2		%
Weighted-average annual effective yield (b)	12.9		%	12.9		%	12.3		%
Average EBITDA (c)	$	8.2		$	28.8		$	65.7

____________________

(a)At September 30, 2023, Main Street had equity ownership in all of its LMM portfolio companies, and the average fully diluted equity ownership in those portfolio companies was 40%.

(b)The weighted-average annual effective yields were computed using the effective interest rates for all debt investments at cost as of September 30, 2023, including amortization of deferred debt origination fees and accretion of original issue discount but excluding fees payable upon repayment of the debt instruments and any debt investments on non-accrual status. The weighted-average annual effective yield on Main Street’s debt portfolio as of September 30, 2023 including debt investments on non-accrual status was 12.8% for its LMM portfolio, 12.2% for its Private Loan portfolio and 10.9% for its Middle Market portfolio. The weighted-average annual effective yield is not reflective of what an investor in shares of Main Street’s common stock will realize on its investment because it does not reflect changes in the market value of Main Street’s stock, Main Street’s utilization of debt capital in its capital structure, Main Street’s expenses or any sales load paid by an investor.

(c)The average EBITDA is calculated using a simple average for the LMM portfolio and a weighted-average for the Private Loan and Middle Market portfolios. These calculations exclude certain portfolio companies, including two LMM portfolio companies and two Private Loan portfolio companies, as EBITDA is not a meaningful valuation metric for Main Street’s investments in these portfolio companies, and those portfolio companies whose primary purpose is to own real estate.


	As of December 31, 2022
	LMM (a)			Private Loan			Middle Market
	(dollars in millions)
Number of portfolio companies	78			85			31
Fair value	$	2,060.5		$	1,471.5		$	329.1
Cost	$	1,719.9		$	1,500.3		$	401.7
Debt investments as a % of portfolio (at cost)	73.7		%	97.1		%	93.8		%
Equity investments as a % of portfolio (at cost)	26.3		%	2.9		%	6.2		%
% of debt investments at cost secured by first priority lien	99.1		%	99.6		%	98.8		%
Weighted-average annual effective yield (b)	12.3		%	11.6		%	11.0		%
Average EBITDA (c)	$	8.0		$	38.1		$	68.7

____________________

(a)At December 31, 2022, Main Street had equity ownership in all of its LMM portfolio companies, and the average fully diluted equity ownership in those portfolio companies was 41%.

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Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

(b)The weighted-average annual effective yields were computed using the effective interest rates for all debt investments at cost as of December 31, 2022, including amortization of deferred debt origination fees and accretion of original issue discount but excluding fees payable upon repayment of the debt instruments and any debt investments on non-accrual status. The weighted-average annual effective yield on Main Street’s debt portfolio as of December 31, 2022 including debt investments on non-accrual status was 11.6% for its LMM portfolio, 11.2% for its Private Loan portfolio and 10.3% for its Middle Market portfolio. The weighted-average annual effective yield is not reflective of what an investor in shares of Main Street’s common stock will realize on its investment because it does not reflect changes in the market value of Main Street’s stock, Main Street’s utilization of debt capital in its capital structure, Main Street’s expenses or any sales load paid by an investor.

(c)The average EBITDA is calculated using a simple average for the LMM portfolio and a weighted-average for the Private Loan and Middle Market portfolios. These calculations exclude certain portfolio companies, including three LMM portfolio companies and two Private Loan portfolio companies, as EBITDA is not a meaningful valuation metric for Main Street’s investments in these portfolio companies, and those portfolio companies whose primary purpose is to own real estate.

For the three months ended September 30, 2023 and 2022, Main Street achieved an annualized total return on investments of 16.0% and 10.5%, respectively. For the nine months ended September 30, 2023 and 2022, Main Street achieved an annualized total return on investments of 15.4% and 9.6%, respectively. For the year ended December 31, 2022, Main Street achieved a total return on investments of 11.1%. Total return on investments is calculated using the interest, dividend and fee income, as well as the realized and unrealized change in fair value of the Investment Portfolio for the specified period. Main Street’s total return on investments is not reflective of what an investor in shares of Main Street’s common stock will realize on its investment because it does not reflect changes in the market value of Main Street’s stock, Main Street’s utilization of debt capital in its capital structure, Main Street’s expenses or any sales load paid by an investor.

As of September 30, 2023, Main Street had Other Portfolio investments in 15 entities, collectively totaling $123.6 million in fair value and $132.2 million in cost basis and which comprised 2.9% and 3.5% of Main Street’s Investment Portfolio at fair value and cost, respectively. As of December 31, 2022, Main Street had Other Portfolio investments in 14 entities, collectively totaling $116.3 million in fair value and $120.4 million in cost basis and which comprised 2.8% and 3.2% of Main Street’s Investment Portfolio at fair value and cost, respectively.

As discussed further in Note A.1. — Organization and Basis of Presentation — Organization, Main Street holds an investment in the External Investment Manager, a wholly-owned subsidiary that is treated as a portfolio investment. As of September 30, 2023, this investment had a fair value of $146.1 million and a cost basis of $29.5 million, which comprised 3.4% and 0.8% of Main Street’s Investment Portfolio at fair value and cost, respectively. As of December 31, 2022, this investment had a fair value of $122.9 million and a cost basis of $29.5 million, which comprised 3.0% and 0.8% of Main Street’s Investment Portfolio at fair value and cost, respectively.

The following tables summarize the composition of Main Street’s total combined LMM, Private Loan and Middle Market portfolio investments at cost and fair value by type of investment as a percentage of the total combined LMM, Private Loan and Middle Market portfolio investments, as of September 30, 2023 and December 31, 2022 (this information excludes Other Portfolio investments, short-term portfolio investments and the External Investment Manager, which are discussed above).


Cost:	September 30, 2023		December 31, 2022
First lien debt	83.9	%	85.0	%
Equity	15.4		14.2
Second lien debt	0.3		0.3
Equity warrants	0.2		0.2
Other	0.2		0.3
	100.0	%	100.0	%

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Notes to the Consolidated Financial Statements (Continued)

(Unaudited)


Fair Value:	September 30, 2023		December 31, 2022
First lien debt	73.2	%	75.2	%
Equity	26.0		24.1
Second lien debt	0.4		0.3
Equity warrants	0.2		0.1
Other	0.2		0.3
	100.0	%	100.0	%

The following tables summarize the composition of Main Street’s total combined LMM, Private Loan and Middle Market portfolio investments by geographic region of the United States and other countries at cost and fair value as a percentage of the total combined LMM, Private Loan and Middle Market portfolio investments, as of September 30, 2023 and December 31, 2022 (this information excludes Other Portfolio investments, short-term portfolio investments and the External Investment Manager). The geographic composition is determined by the location of the corporate headquarters of the portfolio company.


Cost:	September 30, 2023		December 31, 2022
West	25.5	%	28.5	%
Northeast	23.2		19.0
Southwest	19.0		20.1
Midwest	15.8		16.3
Southeast	14.4		14.0
Other Non-United States	1.7		1.5
Canada	0.4		0.6
	100.0	%	100.0	%


Fair Value:	September 30, 2023		December 31, 2022
West	25.6	%	28.7	%
Northeast	22.4		18.8
Southwest	21.1		21.4
Midwest	16.5		16.6
Southeast	12.5		12.4
Other Non-United States	1.6		1.5
Canada	0.3		0.6
	100.0	%	100.0	%

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Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

Main Street’s LMM, Private Loan and Middle Market portfolio investments are in companies conducting business in a variety of industries. The following tables summarize the composition of Main Street’s total combined LMM, Private Loan and Middle Market portfolio investments by industry at cost and fair value as of September 30, 2023 and December 31, 2022 (this information excludes Other Portfolio investments, short-term portfolio investments and the External Investment Manager).


Cost:	September 30, 2023		December 31, 2022
Internet Software & Services	8.2	%	8.0	%
Machinery	7.0		7.4
Commercial Services & Supplies	6.2		6.7
Professional Services	6.2		4.2
Construction & Engineering	5.7		5.8
Health Care Providers & Services	5.1		4.7
IT Services	4.9		3.3
Diversified Consumer Services	4.7		4.5
Distributors	4.3		5.1
Textiles, Apparel & Luxury Goods	3.2		1.9
Leisure Equipment & Products	3.1		4.5
Energy Equipment & Services	3.1		3.7
Tobacco	3.0		3.1
Computers & Peripherals	2.7		2.2
Media	2.4		2.4
Specialty Retail	2.1		3.2
Software	2.0		1.9
Electrical Equipment	1.9		1.0
Building Products	1.7		1.9
Aerospace & Defense	1.7		2.3
Containers & Packaging	1.7		2.6
Diversified Telecommunication Services	1.6		1.9
Auto Components	1.6		1.7
Food Products	1.5		1.6
Electronic Equipment, Instruments & Components	1.5		1.6
Communications Equipment	1.5		1.8
Diversified Financial Services	1.4		1.5
Internet & Catalog Retail	1.3		1.3
Health Care Equipment & Supplies	1.3		1.3
Food & Staples Retailing	1.2		1.2
Hotels, Restaurants & Leisure	1.1		1.1
Chemicals	1.0		1.1
Household Products	1.0		0.4

























Other (1)	3.1		3.1
	100.0	%	100.0	%

____________________

(1)Includes various industries with each industry individually less than 1.0% of the total combined LMM, Private Loan and Middle Market portfolio investments at each date.

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Notes to the Consolidated Financial Statements (Continued)

(Unaudited)


Fair Value:	September 30, 2023		December 31, 2022
Machinery	8.1	%	8.4	%
Diversified Consumer Services	7.0		6.8
Internet Software & Services	6.8		6.8
Professional Services	6.7		3.8
Construction & Engineering	5.7		5.7
Commercial Services & Supplies	5.1		6.1
Health Care Providers & Services	4.8		4.3
Distributors	4.6		5.5
IT Services	4.5		3.1
Computers & Peripherals	4.0		3.0
Tobacco	3.2		3.4
Energy Equipment & Services	2.8		2.7
Specialty Retail	2.7		3.5
Media	2.7		3.0
Leisure Equipment & Products	2.7		4.0
Textiles, Apparel & Luxury Goods	2.6		1.8
Software	2.1		2.1
Electrical Equipment	2.0		1.0
Containers & Packaging	1.9		2.8
Aerospace & Defense	1.6		2.2
Food Products	1.6		1.8
Building Products	1.5		1.9
Auto Components	1.5		1.6
Diversified Telecommunication Services	1.4		1.8
Diversified Financial Services	1.4		1.7
Internet & Catalog Retail	1.2		1.3
Air Freight & Logistics	1.1		0.9
Construction Materials	1.0		1.0
Health Care Equipment & Supplies	1.0		1.0
Chemicals	0.9		1.1



Food & Staples Retailing	0.8		1.1
























Other (1)	5.0		4.8
	100.0	%	100.0	%

____________________

(1)Includes various industries with each industry individually less than 1.0% of the total combined LMM, Private Loan and Middle Market portfolio investments at each date.

At September 30, 2023 and December 31, 2022, Main Street had no portfolio investment that was greater than 10% of the Investment Portfolio at fair value.

Unconsolidated Significant Subsidiaries

In accordance with Rules 3-09 and 4-08(g) of Regulation S-X, Main Street must determine which of its unconsolidated controlled portfolio companies, if any, are considered “significant subsidiaries.” In evaluating its unconsolidated controlled portfolio companies in accordance with Regulation S-X, there are two tests that Main Street must utilize to determine if any of Main Street’s Control Investments (as defined in Note A–Organization and Basis of

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Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

Presentation, including those unconsolidated portfolio companies defined as Control Investments in which Main Street does not own greater than 50% of the voting securities nor have rights to maintain greater than 50% of the board representation) are considered significant subsidiaries: the investment test and the income test. The investment test is generally measured by dividing Main Street’s investment in the Control Investment by the value of Main Street’s total investments. The income test is generally measured by dividing the absolute value of the combined sum of total investment income, net realized gain (loss) and net unrealized appreciation (depreciation) from the relevant Control Investment for the period being tested by the absolute value of Main Street’s change in net assets resulting from operations for the same period. Rules 3-09 and 4-08(g) of Regulation S-X require Main Street to include (1) separate audited financial statements of an unconsolidated majority-owned subsidiary (Control Investments in which Main Street owns greater than 50% of the voting securities) in an annual report and (2) summarized financial information of a Control Investment in a quarterly report, respectively, if certain thresholds of the investment or income tests are exceeded and the unconsolidated portfolio company qualifies as a significant subsidiary.

As of September 30, 2023 and December 31, 2022, Main Street had no single investment that qualified as a significant subsidiary under either the investment or income tests.

NOTE D — EXTERNAL INVESTMENT MANAGER

As discussed further in Note A.1. — Organization and Basis of Presentation — Organization and Note C — Fair Value Hierarchy for Investments — Portfolio Composition — Investment Portfolio Composition, the External Investment Manager provides investment management and other services to External Parties. The External Investment Manager is accounted for as a portfolio investment of MSCC since the External Investment Manager conducts all of its investment management activities for External Parties.

The External Investment Manager serves as the investment adviser and administrator to MSC Income Fund, Inc. (“MSC Income”) pursuant to an Investment Advisory and Administrative Services Agreement entered into in October 2020 between the External Investment Manager and MSC Income (the “Advisory Agreement”). Under the Advisory Agreement, the External Investment Manager earns a 1.75% annual base management fee on MSC Income’s average total assets, an incentive fee equal to 20% of pre-investment fee net investment income above a specified investment return hurdle rate and a 20% incentive fee on cumulative net realized capital gains in exchange for providing advisory services to MSC Income.

As described more fully in Note L — Related Party Transactions, the External Investment Manager also serves as the investment adviser and administrator to MS Private Loan Fund I, LP (the “Private Loan Fund”) and MS Private Loan Fund II, LP (the “Private Loan Fund II”), each a private investment fund with a strategy to co-invest with Main Street in Private Loan portfolio investments. The External Investment Manager entered into investment management agreements in December 2020 with the Private Loan Fund and in September 2023 with the Private Loan Fund II, pursuant to which the External Investment Manager provides investment advisory and management services to each fund in exchange for an asset-based fee and certain incentive fees. The External Investment Manager may also advise other clients, including funds and separately managed accounts, pursuant to advisory and services agreements with such clients in exchange for asset-based and incentive fees.

The External Investment Manager provides administrative services for certain External Party clients that, to the extent not waived, are reported as administrative services fees. The administrative services fees generally represent expense reimbursements for a portion of the compensation, overhead and related expenses for certain professionals directly attributable to performing administrative services for clients. These fees are recognized as other revenue in the period in which the related services are rendered.

Main Street determines the fair value of the External Investment Manager using the Waterfall valuation method under the market approach (see further discussion in Note B.1. — Summary of Significant Accounting Policies — Valuation of the Investment Portfolio). Any change in fair value of the investment in the External Investment Manager is recognized on Main Street’s Consolidated Statements of Operations in “Net Unrealized Appreciation (Depreciation) — Control investments.”

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MAIN STREET CAPITAL CORPORATION

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

The External Investment Manager is an indirect wholly-owned subsidiary of MSCC owned through a Taxable Subsidiary and is a disregarded entity for tax purposes. The External Investment Manager has entered into a tax sharing agreement with its Taxable Subsidiary owner. Since the External Investment Manager is accounted for as a portfolio investment of Main Street and is not included as a consolidated subsidiary of Main Street in its consolidated financial statements, and as a result of the tax sharing agreement with its Taxable Subsidiary owner, for financial reporting purposes the External Investment Manager is treated as if it is taxed at corporate income tax rates based on its taxable income and, as a result of its activities, may generate income tax expense or benefit. Main Street owns the External Investment Manager through the Taxable Subsidiary to allow MSCC to continue to comply with the “source-of-income” requirements contained in the RIC tax provisions of the Code. The taxable income, or loss, of the External Investment Manager may differ from its book income, or loss, due to temporary book and tax timing differences and permanent differences. As a result of the above described financial reporting and tax treatment, the External Investment Manager provides for any income tax expense, or benefit, and any tax assets or liabilities in its separate financial statements.

Main Street shares employees with the External Investment Manager and allocates costs related to such shared employees to the External Investment Manager generally based on a combination of the direct time spent, new investment origination activity and assets under management, depending on the nature of the expense. The total contribution of the External Investment Manager to Main Street’s net investment income consists of the combination of the expenses allocated to the External Investment Manager and the dividend income earned from the External Investment Manager. For the three months ended September 30, 2023 and 2022, the total contribution to Main Street’s net investment income was $7.6 million and $5.0 million, respectively. For the nine months ended September 30, 2023 and 2022, the total contribution to Main Street’s net investment income was $24.2 million and $15.2 million, respectively.

Summarized financial information from the separate financial statements of the External Investment Manager as of September 30, 2023 and December 31, 2022 and for the three and nine months ended September 30, 2023 and 2022 is as follows:


	As of September 30, 2023		As of December 31, 2022
	(dollars in thousands)

Accounts receivable - advisory clients	$	9,409	$	8,130
Intangible Asset	29,500		29,500
Total assets	$	38,909	$	37,630

Accounts payable to MSCC and its subsidiaries	$	7,240	$	4,455
Dividend payable to MSCC and its subsidiaries	2,169		3,675
Equity	29,500		29,500
Total liabilities and equity	$	38,909	$	37,630

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Notes to the Consolidated Financial Statements (Continued)

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(dollars in thousands)
Management fee income	$	5,653	$	5,472	$	16,667	$	16,337
Incentive fees	2,627		(182)		9,594		45
Administrative services fees	154		154		456		458
Total revenues	8,434		5,444		26,717		16,840
Expenses allocated from MSCC or its subsidiaries:
Salaries, share-based compensation and other personnel costs	(4,620)		(2,660)		(13,785)		(7,572)
Other G&A expenses	(784)		(674)		(2,304)		(2,041)
Total allocated expenses	(5,404)		(3,334)		(16,089)		(9,613)
Other direct G&A expenses	(229)		—		(229)		—
Total expenses	(5,633)		(3,334)		(16,318)		(9,613)
Pre-tax income	2,801		2,110		10,399		7,227
Tax expense	(633)		(472)		(2,316)		(1,605)
Net income	$	2,168	$	1,638	$	8,083	$	5,622

NOTE E — DEBT

Summary of debt as of September 30, 2023 is as follows:


	Outstanding Balance		Unamortized Debt Issuance (Costs)/Premiums (1)		Recorded Value		Estimated Fair Value (2)
	(dollars in thousands)
Corporate Facility	$	323,000	$	—	$	323,000	$	323,000
SPV Facility	170,000		—		170,000		170,000
July 2026 Notes	500,000		(1,470)		498,530		442,405
May 2024 Notes	450,000		318		450,318		445,406
SBIC Debentures	350,000		(5,761)		344,239		284,128
December 2025 Notes	150,000		(1,165)		148,835		150,781
Total Debt	$	1,943,000	$	(8,078)	$	1,934,922	$	1,815,720

____________________

(1)The unamortized debt issuance costs for the Credit Facilities are reflected as Deferred financing costs on the Consolidated Balance Sheets, while the deferred debt issuance costs related to the July 2026 Notes, May 2024 Notes, SBIC Debentures and December 2025 Notes are reflected as contra-liabilities on the Consolidated Balance Sheets.

(2)Estimated fair value for outstanding debt if Main Street had adopted the fair value option under ASC 825. See discussion of the methods used to estimate the fair value of Main Street’s debt in Note B.11. — Summary of Significant Accounting Policies — Fair Value of Financial Instruments.

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Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

Summary of debt as of December 31, 2022 is as follows:


	Outstanding Balance		Unamortized Debt Issuance (Costs)/Premiums (1)		Recorded Value		Estimated Fair Value (2)
	(dollars in thousands)
Corporate Facility	$	407,000	$	—	$	407,000	$	407,000
SPV Facility	200,000		—		200,000		200,000
July 2026 Notes	500,000		(1,864)		498,136		434,250
May 2024 Notes	450,000		727		450,727		444,749
SBIC Debentures	350,000		(6,086)		343,914		290,204
December 2025 Notes	100,000		(675)		99,325		106,607
Total Debt	$	2,007,000	$	(7,898)	$	1,999,102	$	1,882,810

____________________

Summarized interest expense for the three and nine months ended September 30, 2023 and 2022 is as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(dollars in thousands)
Corporate Facility	$	7,157	$	6,551	$	21,666	$	11,249
SPV Facility	3,665		—		10,605		—
July 2026 Notes	3,882		3,882		11,645		11,645
May 2024 Notes	5,714		5,714		17,141		17,141
SBIC Debentures	2,965		2,855		8,435		8,482
December 2025 Notes	3,031		—		8,673		—
December 2022 Notes	—		2,233		—		6,699
Total Interest Expense	$	26,414	$	21,234	$	78,165	$	55,216

Corporate Facility

Main Street maintains the Corporate Facility to provide additional liquidity to support its investment and operational activities. As of September 30, 2023, the Corporate Facility included total commitments of $995.0 million from a diversified group of 18 lenders and contained an accordion feature with the right to request an increase in commitments under the facility from new and existing lenders on the same terms and conditions as the existing commitments up to a total of $1.4 billion. The revolving period under the Corporate Facility expires in August 2026 and the Corporate Facility is scheduled to mature in August 2027.

As of September 30, 2023, borrowings under the Corporate Facility bore interest, subject to Main Street’s election and resetting on a monthly basis on the first of each month, on a per annum basis at a rate equal to the applicable SOFR rate plus an applicable credit spread adjustment of 0.10% plus (i) 1.875% (or the applicable Prime rate plus 0.875%) as long as Main Street meets certain agreed upon excess collateral and maximum leverage requirements or (ii) 2.0% (or the applicable Prime Rate plus 1.0%) otherwise. Main Street pays unused commitment fees of 0.25% per annum on the unused

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Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

lender commitments under the Corporate Facility. The Corporate Facility is secured by a first lien on the assets of MSCC and its subsidiaries, excluding the equity ownership or assets of the Funds and the External Investment Manager. In connection with the Corporate Facility, MSCC has made customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar credit facilities.

As of September 30, 2023, the interest rate on the Corporate Facility was 7.3%. The average interest rate for borrowings under the Corporate Facility was 7.2% and 4.1% for the three months ended September 30, 2023 and 2022, respectively, and 6.9% and 2.9% for the nine months ended September 30, 2023 and 2022, respectively. As of September 30, 2023, Main Street was in compliance with all financial covenants of the Corporate Facility.

SPV Facility

In November 2022 and December 2022, MSCC Funding I, LLC (“MSCC Funding”), a wholly-owned Structured Subsidiary that primarily holds originated loan investments, entered into (i) the SPV Facility with MSCC as collateral manager and (ii) a lender joinder agreement (the “Joinder Agreement”) to the SPV Facility that increased the total number of lenders from three to four lenders and increased the total commitments under the SPV Facility from $240.0 million to $255.0 million, respectively. As of September 30, 2023, the SPV Facility included total commitments of $255.0 million and an accordion feature, subject to the satisfaction of various conditions, that could bring total commitments and borrowing availability to up to $450.0 million. The revolving period under the SPV Facility expires in November 2025 and the SPV Facility is scheduled to mature in November 2027. Advances under the SPV Facility bear interest at a per annum rate equal to the one-month SOFR in effect, plus a 0.10% credit spread adjustment plus an applicable margin of 2.50% during the revolving period and 2.625% and 2.75% during the first and second years thereafter, respectively. MSCC Funding pays a commitment fee of 0.50% per annum on the unused lender commitments up to 35% of the total lender commitments and 0.75% per annum on the unused lender commitments greater than 35% of the total lender commitments. The SPV Facility is secured by a collateral loan on the assets of MSCC Funding and its subsidiaries. In connection with the SPV Facility, MSCC Funding has made customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar credit facilities.

As of September 30, 2023, the interest rate on the SPV Facility was 7.9%. The average interest rate for borrowings under the SPV Facility was 7.9% for the three months ended September 30, 2023, and 7.5% for the nine months ended September 30, 2023. As of September 30, 2023, MSCC Funding was in compliance with all financial covenants of the SPV Facility.

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Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

MSCC Funding balance sheets as of September 30, 2023 and December 31, 2022 are as follows:

Balance Sheets

(dollars in thousands)


	September 30, 2023		December 31, 2022
	(Unaudited)
ASSETS
Investments at fair value:


Non-Control Investments (cost: $321,084 and $314,752 as of September 30, 2023 and December 31, 2022, respectively)	$	323,403	$	316,507

Cash and cash equivalents	11,555		10,838
Interest and dividend receivable and other assets	3,305		2,828
Accounts receivable to MSCC and its subsidiaries	—		556
Receivable for securities sold	—		369
Deferred financing costs (net of accumulated amortization of $572 and $141 as of September 30, 2023 and December 31, 2022, respectively)	2,423		2,630
Total assets	340,686		333,728
LIABILITIES
SPV Facility	$	170,000	$	200,000
Accounts payable and other liabilities	7,076		112

Interest payable	1,162		1,272


Total liabilities	178,238		201,384

NET ASSETS

Contributed capital	138,163		126,010




Total undistributed earnings	24,285		6,334
Total net assets	162,448		132,344
Total liabilities and net assets	$	340,686	$	333,728

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MAIN STREET CAPITAL CORPORATION

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

MSCC Funding statement of operations for the three and nine months ended September 30, 2023 are as follows:

Statement of Operations

(dollars in thousands)

(Unaudited)


	Three Months Ended		Nine Months Ended
	September 30, 2023
INVESTMENT INCOME:
Interest, fee and dividend income:


Non‑Control/Non‑Affiliate investments	$	10,615	$	29,205
Total investment income	10,615		29,205
EXPENSES:
Interest	(3,666)		(10,605)
Management Fee to MSCC	(421)		(1,107)
General and administrative	(55)		(105)


Total expenses	(4,142)		(11,817)
NET INVESTMENT INCOME	6,473		17,388






NET UNREALIZED APPRECIATION (DEPRECIATION):


Non‑Control/Non‑Affiliate investments	(1)		563

Total net unrealized appreciation (depreciation)	(1)		563




NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	6,472	$	17,951

July 2026 Notes

In January 2021, Main Street issued $300.0 million in aggregate principal amount of 3.00% unsecured notes due July 14, 2026 (the “July 2026 Notes”) at an issue price of 99.004%. Subsequently, in October 2021, Main Street issued an additional $200.0 million aggregate principal amount of the July 2026 Notes at an issue price of 101.741%. The July 2026 Notes issued in October 2021 have identical terms as, and are a part of a single series with, the July 2026 Notes issued in January 2021. The July 2026 Notes are unsecured obligations and rank pari passu with Main Street’s current and future unsecured indebtedness. The July 2026 Notes may be redeemed in whole or in part at any time at Main Street’s option subject to certain make-whole provisions. The July 2026 Notes bear interest at a rate of 3.00% per year payable semiannually on January 14 and July 14 of each year.

As of September 30, 2023, Main Street was in compliance with all covenants and other requirements of the July 2026 Notes.

May 2024 Notes

In April 2019, Main Street issued $250.0 million in aggregate principal amount of 5.20% unsecured notes due May 1, 2024 (the “May 2024 Notes”) at an issue price of 99.125%. Subsequently, in December 2019, Main Street issued an additional $75.0 million aggregate principal amount of the May 2024 Notes at an issue price of 105.0% and, in July 2020, Main Street issued an additional $125.0 million aggregate principal amount at an issue price of 102.7%. The May 2024 Notes issued in December 2019 and July 2020 have identical terms as, and are a part of a single series with, the May 2024 Notes issued in April 2019. The May 2024 Notes are unsecured obligations and rank pari passu with Main Street’s current and future unsecured indebtedness. The May 2024 Notes may be redeemed in whole or in part at any time at Main Street’s option subject to certain make-whole provisions. The May 2024 Notes bear interest at a rate of 5.20% per year payable semiannually on May 1 and November 1 of each year.

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MAIN STREET CAPITAL CORPORATION

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

As of September 30, 2023, Main Street was in compliance with all covenants and other requirements of the May 2024 Notes.

SBIC Debentures

Under existing SBIC regulations, SBA-approved SBICs under common control have the ability to issue debentures guaranteed by the SBA up to a regulatory maximum amount of $350.0 million. Main Street’s SBIC debentures payable, under existing SBA-approved commitments, were $350.0 million as of both September 30, 2023 and December 31, 2022. SBIC debentures provide for interest to be paid semiannually, with principal due at the applicable 10-year maturity date of each debenture. Main Street expects to maintain SBIC debentures under the SBIC program in the future, subject to periodic repayments and borrowings, in an amount up to the regulatory maximum amount for affiliated SBIC funds. The weighted-average annual interest rate on the SBIC debentures was 3.0% and 2.9% as of September 30, 2023 and December 31, 2022, respectively. The first principal maturity due under the existing SBIC debentures is in 2024, and the weighted-average remaining duration as of September 30, 2023 was 4.9 years. In accordance with SBIC regulations, the Funds are precluded from incurring additional non-SBIC debt without the prior approval of the SBA.

As of September 30, 2023, the SBIC debentures consisted of (i) $175.0 million par value of SBIC debentures outstanding issued by MSMF, with a recorded value of $171.9 million that was net of unamortized debt issuance costs of $3.1 million and (ii) $175.0 million par value of SBIC debentures issued by MSC III with a recorded value of $172.3 million that was net of unamortized debt issuance costs of $2.7 million.

December 2025 Notes

In December 2022, Main Street issued $100.0 million in aggregate principal amount of 7.84% Series A unsecured notes due December 23, 2025 (the “December 2025 Series A Notes”) at par. In February 2023, Main Street issued an additional $50.0 million in aggregate principal amount of 7.53% Series B unsecured notes due December 23, 2025 (the “December 2025 Series B Notes” and, together with the December 2025 Series A Notes, the “December 2025 Notes”), at par. The December 2025 Notes are unsecured obligations and rank pari passu with Main Street’s current and future unsecured indebtedness. The December 2025 Notes may be redeemed in whole or in part at any time at Main Street’s option at par plus accrued interest to the prepayment date, subject to certain make-whole provisions. The December 2025 Series A Notes and the December 2025 Series B Notes bear interest at a rate of 7.84% and 7.53% per year, respectively, payable semiannually on June 23 and December 23 of each year. In addition, Main Street is obligated to offer to repay the December 2025 Notes at par plus accrued and unpaid interest if certain change in control events occur. The December 2025 Notes will bear interest at an increased rate from the date that (i) the December 2025 Notes receive a below investment grade rating by a rating agency if there is one or two rating agencies providing ratings of the December 2025 Notes, or two-thirds of the rating agencies if there are three rating agencies who are rating the notes (a “Below Investment Grade Event”), or (ii) the ratio of the Company’s consolidated secured indebtedness (other than indebtedness of the Funds or any Structured Subsidiaries) to the value of its consolidated total assets is greater than 0.35 to 1.00 (a “Secured Debt Ratio Event”), to and until the date on which the Below Investment Grade Event and the Secured Debt Ratio Event are no longer continuing. The governing agreement for the December 2025 Notes contains customary terms and conditions for senior unsecured notes issued in a private placement, as well as customary events of default with customary cure and notice periods.

As of September 30, 2023, Main Street was in compliance with all covenants and other requirements of the December 2025 Notes.

December 2022 Notes

In November 2017, Main Street issued $185.0 million in aggregate principal amount of 4.50% unsecured notes due December 1, 2022 (the “December 2022 Notes”) at an issue price of 99.16%. The December 2022 Notes bore interest at a rate of 4.50% per year payable semiannually on June 1 and December 1 of each year. In December 2022, Main Street repaid the entire principal amount of the issued and outstanding December 2022 Notes at par value plus the accrued and unpaid interest.

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Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

NOTE F — FINANCIAL HIGHLIGHTS

The following is a schedule of financial highlights of Main Street for the nine months ended September 30, 2023 and 2022:


	Nine Months Ended September 30,
Per Share Data:	2023		2022
NAV at the beginning of the period	$	26.86	$	25.29
Net investment income (1)	3.07		2.31
Net realized gain (loss) (1)(2)	(1.27)		0.05
Net unrealized appreciation (depreciation) (1)(2)	2.06		(0.28)
Income tax benefit (provision) (1)(2)	(0.29)		(0.24)
Net increase in net assets resulting from operations (1)	3.57		1.84
Dividends paid from net investment income	(2.72)		(2.19)

Dividends paid	(2.72)		(2.19)
Impact of the net change in monthly dividends declared prior to the end of the period and paid in the subsequent period	(0.01)		—
Accretive effect of stock offerings (issuing shares above NAV per share)	0.58		0.98
Accretive effect of DRIP issuance (issuing shares above NAV per share)	0.08		0.08
Other (3)	(0.03)		(0.06)
NAV at the end of the period	$	28.33	$	25.94
Market value at the end of the period	$	40.63	$	33.64
Shares outstanding at the end of the period	83,677,488		76,308,830

____________________

(1)Based on weighted-average number of common shares outstanding for the period.

(2)Net realized gains or losses, net unrealized appreciation or depreciation, and income tax provision or benefit can fluctuate significantly from period to period.

(3)Includes the impact of the different share amounts as a result of calculating certain per share data based on the weighted-average basic shares outstanding during the period and certain per share data based on the shares outstanding as of a period end or transaction date.

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Notes to the Consolidated Financial Statements (Continued)

(Unaudited)


	Nine Months Ended September 30,
	2023			2022
	(dollars in thousands)
NAV at end of period	$	2,370,807		$	1,979,420
Average NAV	$	2,226,816		$	1,876,771
Average outstanding debt	$	1,989,900		$	1,880,100
Ratio of total expenses, including income tax expense, to average NAV (1)(2)	6.54		%	5.92		%
Ratio of operating expenses to average NAV (2)(3)	5.49		%	4.99		%
Ratio of operating expenses, excluding interest expense, to average NAV (2)(3)	1.98		%	2.05		%
Ratio of net investment income to average NAV (2)	11.18		%	9.03		%
Portfolio turnover ratio (2)	11.17		%	12.46		%
Total investment return (2)(4)	17.72		%	(20.81)		%
Total return based on change in NAV (2)(5)	13.72		%	7.56		%

____________________

(1)Total expenses are the sum of operating expenses and net income tax provision. Net income tax provision includes the accrual of net deferred tax provision relating to the net unrealized appreciation or depreciation on portfolio investments held in Taxable Subsidiaries and due to the change in the loss carryforwards, which are non-cash in nature and may vary significantly from period to period. Main Street is required to include net deferred tax provision in calculating its total expenses even though these net deferred taxes are not currently payable or receivable.

(2)Not annualized.

(3)Unless otherwise noted, operating expenses include interest, compensation, general and administrative and share-based compensation expenses, net of expenses allocated to the External Investment Manager of $16.1 million and $9.6 million for the nine months ended September 30, 2023 and 2022, respectively.

(4)Total investment return is based on the purchase of stock at the current market price on the first day and a sale at the current market price on the last day of each period reported on the table and assumes reinvestment of dividends at prices obtained by Main Street’s dividend reinvestment plan during the period. The return does not reflect any sales load that may be paid by an investor.

(5)Total return based on change in NAV was calculated using the sum of ending NAV plus dividends to stockholders and other non-operating changes during the period, divided by the beginning NAV. Non-operating changes include any items that affect NAV other than the net increase in net assets resulting from operations, such as the effects of stock offerings, shares issued under the DRIP and equity incentive plans and other miscellaneous items.

NOTE G — DIVIDENDS, DISTRIBUTIONS AND TAXABLE INCOME

Main Street currently pays regular monthly dividends to its stockholders and periodically pays supplemental dividends to its stockholders. Future dividends, if any, will be determined by its Board of Directors on a quarterly basis. Main Street paid regular monthly dividends of $0.23 per share, totaling $57.0 million, or $0.69 per share, for the three months ended September 30, 2023, and $164.9 million, or $2.04 per share, for the nine months ended September 30, 2023, compared to aggregate regular monthly dividends of $48.1 million, or $0.645 per share, for the three months ended September 30, 2022, and $141.2 million, or $1.935 per share, for the nine months ended September 30, 2022. Main Street also paid a supplemental dividend of $23.0 million, or $0.275 per share, during the three months ended September 30, 2023, and $55.3 million, or $0.675 per share, during the nine months ended September 30, 2023, compared to supplemental dividends paid of $7.6 million, or $0.10 per share, during the three months ended September 30, 2022, and $18.5 million, or $0.25 per share, during the nine months ended September 30, 2022.

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MAIN STREET CAPITAL CORPORATION

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

which are treated as disregarded entities for tax purposes. As a RIC, MSCC generally will not pay corporate-level U.S. federal income taxes on any net ordinary taxable income or capital gains that MSCC distributes to its stockholders. MSCC must generally distribute at least 90% of its “investment company taxable income” (which is generally its net ordinary taxable income and realized net short-term capital gains in excess of realized net long-term capital losses) and 90% of its tax-exempt income to maintain its RIC status (pass-through tax treatment for amounts distributed). As part of maintaining RIC status, undistributed taxable income (subject to a 4% non-deductible U.S. federal excise tax) pertaining to a given fiscal year may be distributed up to twelve months subsequent to the end of that fiscal year, provided such dividends are declared on or prior to the later of (i) filing of the U.S. federal income tax return for the applicable fiscal year or (ii) the fifteenth day of the ninth month following the close of the year in which such taxable income was generated.

The determination of the tax attributes for Main Street’s distributions is made annually, based upon its taxable income for the full year and distributions paid for the full year. Therefore, a determination made on an interim basis may not be representative of the actual tax attributes of distributions for a full year. Ordinary dividend distributions from a RIC do not qualify for the 20% maximum tax rate (plus a 3.8% Medicare surtax, if applicable) on dividend income from domestic corporations and qualified foreign corporations, except to the extent that the RIC received the income in the form of qualifying dividends from domestic corporations and qualified foreign corporations. The tax attributes for distributions will generally include both ordinary income and qualified dividends, but may also include either one or both of capital gains and return of capital.

Listed below is a reconciliation of “Net increase in net assets resulting from operations” to taxable income and to total distributions declared to common stockholders for the nine months ended September 30, 2023 and 2022.


	Nine Months Ended September 30,
	2023		2022
	(estimated, dollars in thousands)
Net increase in net assets resulting from operations	$	289,366	$	135,287
Book-tax difference from share-based compensation expense	(3,771)		(3,456)
Net unrealized (appreciation) depreciation	(167,070)		19,922
Income tax provision	23,353		17,477
Pre-tax book (income) loss not consolidated for tax purposes	31,454		(28,333)
Book income and tax income differences, including debt origination, structuring fees, dividends, realized gains and changes in estimates	48,411		24,026
Estimated taxable income (1)	221,743		164,923
Taxable income earned in prior year and carried forward for distribution in current year	49,216		50,834
Taxable income earned prior to period end and carried forward for distribution next period	(68,340)		(71,128)
Dividend payable as of period end and paid in the following period	19,664		16,789
Total distributions accrued or paid to common stockholders	$	222,283	$	161,418

____________________

(1)MSCC’s taxable income for each period is an estimate and will not be finally determined until the company files its tax return for each year. Therefore, the final taxable income, and the taxable income earned in each period and carried forward for distribution in the following period, may be different than this estimate.

The Taxable Subsidiaries primarily hold certain equity investments for Main Street. The Taxable Subsidiaries permit Main Street to hold equity investments in portfolio companies which are “pass-through” entities for tax purposes and to continue to comply with the “source-of-income” requirements contained in the RIC tax provisions of the Code. The Taxable Subsidiaries are consolidated with MSCC for U.S. GAAP financial reporting purposes, and the portfolio investments held by the Taxable Subsidiaries are included in Main Street’s consolidated financial statements as portfolio investments and recorded at fair value. The Taxable Subsidiaries are not consolidated with MSCC for income tax purposes and may generate income tax expense, or benefit, and tax assets and liabilities, as a result of their ownership of certain portfolio investments. The taxable income, or loss, of the Taxable Subsidiaries may differ from their book income, or loss,

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Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

due to temporary book and tax timing differences and permanent differences. The Taxable Subsidiaries are each taxed at corporate income tax rates based on their taxable income. The income tax expense, or benefit, if any, and the related tax assets and liabilities, of the Taxable Subsidiaries are reflected in Main Street’s consolidated financial statements.

The income tax expense (benefit) for Main Street is generally composed of (i) deferred tax expense (benefit), which is primarily the result of the net activity relating to the portfolio investments held in the Taxable Subsidiaries, including changes in loss carryforwards, changes in net unrealized appreciation or depreciation and other temporary book tax differences, and (ii) current tax expense, which is primarily the result of current U.S. federal income and state taxes and excise taxes on Main Street’s estimated undistributed taxable income. The income tax expense, or benefit, and the related tax assets and liabilities generated by the Taxable Subsidiaries, if any, are reflected in Main Street’s Consolidated Statements of Operations. Main Street’s provision for income taxes was comprised of the following for the three and nine months ended September 30, 2023 and 2022:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(dollars in thousands)
Current tax expense:
Federal	$	(5)	$	66	$	293	$	182
State	937		496		2,226		1,110
Excise	324		978		2,144		2,366
Total current tax expense	1,256		1,540		4,663		3,658
Deferred tax expense:
Federal	4,659		125		16,909		10,098
State	678		395		1,781		3,721
Total deferred tax expense	5,337		520		18,690		13,819

Total income tax provision	$	6,593	$	2,060	$	23,353	$	17,477

The net deferred tax liability at September 30, 2023 and December 31, 2022 was $66.5 million and $47.8 million, respectively, with the change primarily related to changes in net unrealized appreciation or depreciation, changes in loss carryforwards, and other temporary book-tax differences relating to portfolio investments held by the Taxable Subsidiaries. At September 30, 2023, for U.S. federal income tax purposes, the Taxable Subsidiaries had a net operating loss carryforward from prior years which, if unused, will expire in various taxable years from 2034 through 2037. Any net operating losses generated in 2018 and future periods are not subject to expiration and will carryforward indefinitely until utilized. Additionally, the Taxable Subsidiaries have interest expense limitation carryforwards which have an indefinite carryforward period.

NOTE H — COMMON STOCK

Main Street maintains a program with certain selling agents through which it can sell shares of its common stock by means of at-the-market offerings from time to time (the “ATM Program”). During the nine months ended September 30, 2023, Main Street sold 4,186,856 shares of its common stock at a weighted-average price of $39.84 per share and raised $166.8 million of gross proceeds under the ATM Program. Net proceeds were $165.1 million after commissions to the selling agents on shares sold and offering costs. As of September 30, 2023, there were no share sales transactions that had not yet settled. In March 2022, Main Street entered into new distribution agreements to sell up to 15,000,000 shares through the ATM Program. As of September 30, 2023, 6,275,828 shares remained available for sale under the ATM Program.

During the year ended December 31, 2022, Main Street sold 5,407,382 shares of its common stock at a weighted-average price of $39.29 per share and raised $212.4 million of gross proceeds under the ATM Program. Net proceeds were $209.9 million after commissions to the selling agents on shares sold and offering costs.

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Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

During the year ended December 31, 2022, Main Street completed a public equity offering of 1,345,500 shares of common stock at a public offering price of $42.85 per share, including the underwriters’ full exercise of their option to purchase 175,500 additional shares, resulting in total net proceeds, including exercise of the underwriters’ option to purchase additional shares and after deducting underwriting discounts and estimated offering expenses payable by Main Street, of approximately $55.1 million.

NOTE I — DIVIDEND REINVESTMENT PLAN

The dividend reinvestment feature of Main Street’s dividend reinvestment and direct stock purchase plan (the “DRIP”) provides for the reinvestment of dividends on behalf of its stockholders, unless a stockholder has elected to receive dividends in cash. As a result, if Main Street declares a cash dividend, its stockholders who have not “opted out” of the DRIP by the dividend record date will have their cash dividend automatically reinvested into additional shares of MSCC common stock. The share requirements of the DRIP may be satisfied through the issuance of shares of common stock or through open market purchases of common stock by the DRIP plan administrator. Newly issued shares will be valued based upon the final closing price of MSCC’s common stock on the valuation date determined for each dividend by Main Street’s Board of Directors. Shares purchased in the open market to satisfy the DRIP requirements will be valued based upon the average price of the applicable shares purchased, before any associated brokerage or other costs. Main Street’s DRIP is administered by its transfer agent on behalf of Main Street’s record holders and participating brokerage firms. Brokerage firms and other financial intermediaries may decide not to participate in Main Street’s DRIP but may provide a similar dividend reinvestment plan for their clients.

Summarized DRIP information for the nine months ended September 30, 2023 and 2022 is as follows:


	Nine Months Ended September 30,
	2023		2022
	(dollars in thousands)
DRIP participation	$	22,791	$	16,370
Shares issued for DRIP	574,323		410,415

NOTE J — SHARE-BASED COMPENSATION

Main Street accounts for its share-based compensation plans using the fair value method, as prescribed by ASC 718, Compensation—Stock Compensation. Accordingly, for restricted stock awards (“RSAs”), Main Street measured the grant date fair value based upon the market price of its common stock on the date of the grant and amortizes the fair value of the awards as share-based compensation expense over the requisite service period, which is generally the vesting term.

Main Street’s Board of Directors approves the issuance of shares of restricted stock to Main Street employees pursuant to the Main Street Capital Corporation 2022 Equity and Incentive Plan (the “Equity and Incentive Plan”). These shares generally vest over a three-year period from the grant date. The fair value is expensed over the service period, starting on the grant date. The following table summarizes the restricted stock issuances approved by Main Street’s Board of Directors under the Equity and Incentive Plan, net of shares forfeited, if any, and the remaining shares of restricted stock available for issuance as of September 30, 2023.


Restricted stock authorized under the plan			5,000,000
Less net restricted stock granted			(558,807)


Restricted stock available for issuance as of September 30, 2023			4,441,193

As of September 30, 2023, the following table summarizes the restricted stock issued to Main Street’s non-employee directors and the remaining shares of restricted stock available for issuance pursuant to the Main Street Capital Corporation 2022 Non-Employee Director Restricted Stock Plan. These shares are granted upon appointment or election to

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Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

the board and vest on the day immediately preceding the annual meeting of stockholders following the respective grant date and are expensed over such service period.


Restricted stock authorized under the plan			300,000
Less net restricted stock granted			(7,525)


Restricted stock available for issuance as of September 30, 2023			292,475

For the three months ended September 30, 2023 and 2022, Main Street recognized total share-based compensation expense of $4.2 million and $3.6 million, respectively, related to the restricted stock issued to Main Street employees and non-employee directors. For the nine months ended September 30, 2023 and 2022, Main Street recognized total share-based compensation expense of $12.4 million and $10.0 million, respectively, related to the restricted stock issued to Main Street employees and non-employee directors.

Summarized RSA activity for the nine months ended September 30, 2023 is as follows:


	Nine Months Ended September 30, 2023
	Number			Weighted-Average Grant-Date Fair Value
Restricted Stock Awards (RSAs):	of Shares			($ per share)
Non-vested, December 31, 2022	817,401			$	38.78
Granted (1)	551,730			39.43
Vested (1)(2)	(398,914)			39.20
Forfeited	(11,992)			40.47
Non-vested, September 30, 2023	958,225			$	40.48
Aggregate intrinsic value as of September 30, 2023 (in thousands)	$	38,933	(3)

___________________________

(1)Restricted units generally vest over a three-year period from the grant date (as noted above).

(2)Vested shares included 151,058 shares withheld for payroll taxes paid on behalf of employees.

(3)Aggregate intrinsic value is the product of total non-vested restricted shares as of September 30, 2023 and $40.63 per share, the closing price of our common stock on September 30, 2023.

The total fair value of RSAs that vested during the nine months ended September 30, 2023 and 2022 was $15.6 million and $10.5 million, respectively.

As of September 30, 2023, there was $34.4 million of total unrecognized compensation expense related to Main Street’s non-vested restricted shares. This compensation expense is expected to be recognized over a remaining weighted-average period of 2.7 years as of September 30, 2023.

NOTE K — COMMITMENTS AND CONTINGENCIES

At September 30, 2023, Main Street had the following outstanding commitments (in thousands):



Investments with equity capital commitments that have not yet funded:	Amount

Brightwood Capital Fund Investments
Brightwood Capital Fund V, LP	$	3,000
Brightwood Capital Fund III, LP	300
	3,300

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Notes to the Consolidated Financial Statements (Continued)

(Unaudited)


Freeport Fund Investments
Freeport First Lien Loan Fund III LP	7,172
Freeport Financial SBIC Fund LP	3,841
	11,013

Harris Preston Fund Investments
HPEP 4, L.P.	7,204
HPEP 3, L.P.	1,555
HPEP 423 COR, LP	600
2717 MH, L.P.	52
	9,411

MS Private Loan Fund I, LP	750

MS Private Loan Fund II, LP	6,526

UnionRock Energy Fund Investments
UnionRock Energy Fund III, LP	8,949
UnionRock Energy Fund II, LP	1,376
	10,325

Total Equity Commitments (1)(2)	$	41,325

Investments with commitments to fund revolving loans that have not been fully drawn or term loans with additional commitments not yet funded:

MS Private Loan Fund II, LP	$	39,000
Dalton US Inc.	15,259
HEADLANDS OP-CO LLC	10,125
MS Private Loan Fund I, LP	10,000
Power System Solutions	9,255
Xenon Arc, Inc.	8,568
AMEREQUIP LLC.	7,704
AB Centers Acquisition Corporation	7,457
NWN Corporation	7,298
Channel Partners Intermediateco, LLC	7,250
Archer Systems, LLC	7,115
JTI Electrical & Mechanical, LLC	6,737
Insight Borrower Corporation	6,688
Veregy Consolidated, Inc.	5,875
SI East, LLC	5,625
PTL US Bidco, Inc	5,566
Richardson Sales Solutions	4,500
South Coast Terminals Holdings, LLC	4,465
Paragon Healthcare, Inc.	4,327

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Notes to the Consolidated Financial Statements (Continued)

(Unaudited)


Cody Pools, Inc.						4,214
Bettercloud, Inc.						4,189
IG Investor, LLC						4,000
NexRev LLC						4,000
Microbe Formulas, LLC						3,601
Eastern Wholesale Fence LLC						3,495
Classic H&G Holdco, LLC						3,440
VVS Holdco, LLC						3,200
Watterson Brands, LLC						3,175
Mako Steel, LP						2,921
Metalforming Holdings, LLC						2,795
Career Team Holdings, LLC						2,700
Engineering Research & Consulting, LLC						2,621
IG Parent Corporation						2,500
Nebraska Vet AcquireCo, LLC						2,500
Superior Rigging & Erecting Co.						2,500
CaseWorthy, Inc.						2,459
Centre Technologies Holdings, LLC						2,400
Winter Services LLC						2,222
GULF PACIFIC ACQUISITION, LLC						2,222
AVEX Aviation Holdings, LLC						2,210
Hawk Ridge Systems, LLC						2,201
ITA Holdings Group, LLC						2,174
Batjer TopCo, LLC						2,070
Cybermedia Technologies, LLC						2,000
Elgin AcquireCo, LLC						1,877
Burning Glass Intermediate Holding Company, Inc.						1,859
Johnson Downie Opco, LLC						1,800
NinjaTrader, LLC						1,750
GRT Rubber Technologies LLC						1,648
RTIC Subsidiary Holdings, LLC						1,644
Trantech Radiator Topco, LLC						1,600
Chamberlin Holding LLC						1,600
Acumera, Inc.						1,598
Pearl Meyer Topco LLC						1,500
Bond Brand Loyalty ULC						1,427
American Health Staffing Group, Inc.						1,333
Escalent, Inc.						1,326
Evergreen North America Acquisitions, LLC						1,313
Project Eagle Holdings, LLC						1,250
West Star Aviation Acquisition, LLC						1,205
Gamber-Johnson Holdings, LLC						1,200
ATS Operating, LLC						1,080
Bluestem Brands, Inc.						1,043
Infolinks Media Buyco, LLC						1,012

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Notes to the Consolidated Financial Statements (Continued)

(Unaudited)


Imaging Business Machines, L.L.C.	988
Orttech Holdings, LLC	800
Mystic Logistics Holdings, LLC	800
Roof Opco, LLC	778
Adams Publishing Group, LLC	776
RA Outdoors LLC	773
Invincible Boat Company, LLC.	768
Project BarFly, LLC	760
SPAU Holdings, LLC	703
Analytical Systems Keco Holdings, LLC	640
Jensen Jewelers of Idaho, LLC	500
Clad-Rex Steel, LLC	400
Wall Street Prep, Inc.	400
Gulf Publishing Holdings, LLC	400
GS HVAM Intermediate, LLC	318
Inspire Aesthetics Management, LLC	219
AAC Holdings, Inc.	200
Acousti Engineering Company of Florida	53
Jackmont Hospitality, Inc.	33
SIB Holdings, LLC	22
Interface Security Systems, L.L.C	1


Total Loan Commitments	284,020

Total Commitments	$	325,345

____________________

(1)This table excludes commitments related to six additional Other Portfolio investments for which the investment period has expired and remaining commitments may only be drawn to pay fund expenses. The Company does not expect any material future capital to be called on its commitment to these investments and as a result has excluded those commitments from this table.

(2)This table excludes commitments related to three additional Other Portfolio investments for which the investment period has expired and remaining commitments may only be drawn to pay fund expenses or for follow on investments in existing portfolio companies. The Company does not expect any material future capital to be called on its commitment to these investments to pay fund expenses, and based on representations from the fund manager, the Company does not expect any further capital will be called on its commitment for follow on investments. As a result, the Company has excluded those commitments from this table.

Main Street will fund its unfunded commitments from the same sources it uses to fund its investment commitments that are funded at the time they are made (which are typically through existing cash and cash equivalents and borrowings under the Credit Facilities). Main Street follows a process to manage its liquidity and ensure that it has available capital to fund its unfunded commitments as necessary. The Company had no unrealized appreciation or depreciation on the outstanding unfunded commitments as of September 30, 2023.

Main Street may, from time to time, be involved in litigation arising out of its operations in the normal course of business or otherwise. Furthermore, third parties may try to impose liability on Main Street in connection with the activities of its portfolio companies. While the outcome of any current legal proceedings cannot at this time be predicted with certainty, Main Street does not expect any current matters will materially affect its financial condition or results of

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Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

operations; however, there can be no assurance whether any pending legal proceedings will have a material adverse effect on Main Street’s financial condition or results of operations in any future reporting period.

NOTE L — RELATED PARTY TRANSACTIONS

As discussed further in Note D — External Investment Manager, the External Investment Manager is treated as a wholly-owned portfolio company of Main Street and is included as part of Main Street’s Investment Portfolio. At September 30, 2023, Main Street had a receivable of $9.4 million due from the External Investment Manager, which included (i) $7.2 million related primarily to operating expenses incurred by Main Street as required to support the External Investment Manager’s business and amounts due from the External Investment Manager to Main Street under a tax sharing agreement (see further discussion in Note D — External Investment Manager) and (ii) $2.2 million of dividends declared but not paid by the External Investment Manager. MSCC has entered into an agreement with the External Investment Manager to share employees in connection with its asset management business generally, and specifically for the External Investment Manager’s relationship with MSC Income and its other clients (see further discussion in Note A.1 — Organization and Basis of Presentation — Organization and Note D — External Investment Manager).

From time to time, Main Street may make investments in clients of the External Investment Manager in the form of debt or equity capital on terms approved by Main Street’s Board of Directors.

In May 2022, Main Street purchased 94,697 shares of common stock of MSC Income from MSC Income at the price shares were purchased by MSC Income stockholders pursuant to MSC Income’s dividend reinvestment plan for its May 2022 dividend on such date. In May 2023, Main Street purchased an additional 255,755 shares of common stock of MSC Income from MSC Income at the price shares were purchased by MSC Income stockholders pursuant to MSC Income’s dividend reinvestment plan for its May 2023 dividend on such date. In August 2023, Main Street purchased an additional 348,542 shares of common stock of MSC Income from MSC Income at the share price at which shares were purchased by MSC Income stockholders pursuant to MSC Income’s dividend reinvestment plan for its August 2023 dividend. In September 2023, Main Street purchased an additional 115,385 shares of common stock of MSC Income at a price of $6.50 per share in the modified “Dutch Auction” tender offer commenced by MSC Income and Main Street in August 2023 to purchase, severally and not jointly, up to an aggregate of $3,500,000 of shares from stockholders of MSC Income, subject to the conditions described in the offer to purchase dated August 16, 2023. Each of Main Street’s purchases of MSC Income common stock was unanimously approved by the Board of Directors and MSC Income’s board of directors, including each director who is not an “interested person,” as such term is defined in Section 2(a)(19) of the 1940 Act, of each board. As of September 30, 2023, Main Street owned 814,379 shares of MSC Income. In addition, certain of Main Street’s officers and employees own shares of MSC Income and therefore have direct pecuniary interests in MSC Income.

In December 2020, the External Investment Manager entered into an investment management agreement with the Private Loan Fund to provide investment advisory and management services in exchange for an asset-based fee and certain incentive fees. The Private Loan Fund is a private investment fund exempt from registration under the 1940 Act that co-invests with Main Street in Main Street’s Private Loan investment strategy. In connection with the Private Loan Fund’s initial closing in December 2020, Main Street committed to contribute up to $10.0 million as a limited partner and is entitled to distributions on such interest. In February 2022, Main Street increased its total commitment to the Private Loan Fund from $10.0 million to $15.0 million. In addition, certain of Main Street’s officers and employees (and certain of their immediate family members) have made capital commitments to the Private Loan Fund as limited partners and therefore have direct pecuniary interests in the Private Loan Fund. As of September 30, 2023, Main Street has funded $14.3 million of its limited partner commitment and Main Street’s unfunded commitment was $0.7 million. Main Street’s limited partner commitment to the Private Loan Fund was unanimously approved by the Board of Directors, including each director who is not an “interested person,” as such term is defined in Section 2(a)(19) of the 1940 Act.

Additionally, Main Street provided the Private Loan Fund with a revolving line of credit pursuant to an Unsecured Revolving Promissory Note, dated February 5, 2021 and was subsequently amended on November 30, 2021 and on December 29, 2021 (as amended, the “PL Fund 2021 Note”), in an aggregate amount equal to the amount of limited partner capital commitments to the Private Loan Fund up to $85.0 million. Borrowings under the PL Fund 2021 Note bore interest at a fixed rate of 5.00% per annum and matured on February 28, 2022. The PL Fund 2021 Note was unanimously approved

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Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

by Main Street’s Board of Directors, including each director who is not an “interested person,” as such term is defined in Section 2(a)(19) of the 1940 Act. In February 2022, the Private Loan Fund fully repaid all borrowings outstanding under the PL Fund 2021 Note and the PL Fund 2021 Note was extinguished.

In March 2022, Main Street provided the Private Loan Fund with a revolving line of credit pursuant to a Secured Revolving Promissory Note, dated March 17, 2022 (the “PL Fund 2022 Note”), which provides for borrowings up to $10.0 million. Borrowings under the PL Fund 2022 Note bear interest at a fixed rate of 5.00% per annum and mature on the date upon which the Private Loan Fund’s investment period concludes, which is scheduled to occur in March 2026. Available borrowings under the PL Fund 2022 Note are subject to a 0.25% non-use fee. The PL Fund 2022 Note was unanimously approved by Main Street’s Board of Directors, including each director who is not an “interested person,” as such term is defined in Section 2(a)(19) of the 1940 Act. As of September 30, 2023, there were no borrowings outstanding under the PL Fund 2022 Note.

In September 2023, the External Investment Manager entered into an investment management agreement with the Private Loan Fund II to provide investment advisory and management services in exchange for an asset-based fee and certain incentive fees. The Private Loan Fund II is a private investment fund exempt from registration under the 1940 Act that co-invests with Main Street in Main Street’s Private Loan investment strategy. In connection with the Private Loan Fund II’s initial closing in September 2023, Main Street committed to contribute up to $15.0 million (limited to 20% of total commitments) as a limited partner and is entitled to distributions on such interest. In addition, certain of Main Street’s officers and employees (and certain of their immediate family members) have made capital commitments to the Private Loan Fund II as limited partners and therefore have direct pecuniary interests in the Private Loan Fund II. As of September 30, 2023, Main Street has funded $1.2 million of its limited partner commitment and Main Street’s unfunded commitment was $6.5 million. Main Street’s limited partner commitment to the Private Loan Fund II was unanimously approved by the Board of Directors, including each director who is not an “interested person,” as such term is defined in Section 2(a)(19) of the 1940 Act.

In September 2023, Main Street provided the Private Loan Fund II with a revolving line of credit pursuant to a Secured Revolving Promissory Note, dated September 5, 2023 (the “PL Fund II 2023 Note”), which provides for borrowings up to $50.0 million. Borrowings under the PL Fund II 2023 Note bear interest at a rate of SOFR plus 3.5% per annum, subject to a 2.0% SOFR floor, and mature on September 5, 2025. Available borrowings under the PL Fund II 2023 Note are subject to a 0.25% non-use fee. The borrowings are collateralized by all assets of the Private Loan Fund II. The PL Fund II 2023 Note was unanimously approved by Main Street’s Board of Directors, including each director who is not an “interested person,” as such term is defined in Section 2(a)(19) of the 1940 Act. As of September 30, 2023, there were $11.0 million of borrowings outstanding under the PL Fund II 2023 Note.

In November 2015, Main Street’s Board of Directors approved and adopted the Main Street Capital Corporation Deferred Compensation Plan (the “2015 Deferred Compensation Plan”). The 2015 Deferred Compensation Plan became effective on January 1, 2016. Under the 2015 Deferred Compensation Plan, non-employee directors and certain key employees may defer receipt of some or all of their cash compensation and directors’ fees, subject to certain limitations, and elect to have such deferred compensation or fees notionally invested in one or more investment options available under the 2015 Deferred Compensation Plan, which include phantom Main Street stock units, limited partnership interests in the Private Loan Fund and Private Loan Fund II and various mutual funds. Main Street buys the corresponding investments based on participant elections through a rabbi trust (except for phantom Main Street stock units which are unfunded) and holds the investment pending distribution in cash or in kind on the scheduled distribution date. Individuals participating in the 2015 Deferred Compensation Plan receive distributions of their respective balances based on predetermined payout schedules or other events as defined by the plan. Participants receive distributions in the amount of their deferred compensation plus or minus any gains or losses on the deferred compensation based upon the investment options elected by such participant.

As of September 30, 2023, $18.9 million of compensation, plus net unrealized gains and losses and investment income, and minus previous distributions, was deferred under the 2015 Deferred Compensation Plan. Of this amount, $7.1 million is deferred into phantom Main Street stock units, representing 174,089 shares of Main Street’s common stock. Any amounts deferred under the plan represented by phantom Main Street stock units will not be issued or included as outstanding on the Consolidated Statements of Changes in Net Assets until such shares are actually distributed to the

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Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

participant in accordance with the plan, but the related phantom stock units are included in weighted-average shares outstanding with the related dollar amount of the deferral included in total expenses in Main Street’s Consolidated Statements of Operations as the deferred fees represented by such phantom stock units are earned over the service period. The dividend amounts related to additional phantom stock units are included in the Consolidated Statements of Changes in Net Assets as an increase to dividends to stockholders offset by a corresponding increase to additional paid-in capital. In addition, as of September 30, 2023, the Company had $11.8 million of funded investments from deferred compensation in the rabbi trust, including $2.1 million in the Private Loan Fund and $0.8 million in Private Loan Fund II. Funded investments in the rabbi trust are recognized on the Consolidated Balance Sheets as an asset of Main Street (other assets) and as deferred compensation liability (other liabilities).

NOTE M — SUBSEQUENT EVENTS

In October 2023, Main Street expanded its total commitments under the SPV Facility from $255.0 million to $430.0 million in separate transactions with two new lender relationships. The commitment increases were executed under the accordion feature of the SPV Facility.

In October 2023, Main Street declared a supplemental cash dividend of $0.275 per share payable in December 2023. This supplemental cash dividend is in addition to the previously announced regular monthly cash dividends that Main Street declared for the fourth quarter of 2023 of $0.235 per share for each of October, November and December 2023.

In October 2023, Main Street also declared regular monthly dividends of $0.24 per share for each month of January, February and March of 2024. These regular monthly dividends equal a total of $0.72 per share for the first quarter of 2024, representing a 6.7% increase from the regular monthly dividends paid in the first quarter of 2023. Including the regular monthly and supplemental dividends declared for the fourth quarter of 2023 and first quarter of 2024, Main Street will have paid $39.535 per share in cumulative dividends since its October 2007 initial public offering.

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MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments In and Advances to Affiliates

September 30, 2023

(dollars in thousands)

(unaudited)


Company	Total Rate	Base Rate	Spread	PIK Rate	Type of Investment(1) (10) (11)	Geography	Amount of Realized Gain/(Loss)		Amount of Unrealized Gain/(Loss)		Amount of Interest, Fees or Dividends Credited to Income(2)		December 31, 2022 Fair Value (13)		Gross Additions(3)		Gross Reductions(4)		September 30, 2023 Fair Value (13)
Majority-owned investments
Analytical Systems Keco Holdings, LLC	15.38%	SF+	10.00%		Secured Debt (12)	(8)	$	—	$	—	$	4	$	(3)	$	162	$	—	$	159
	15.38%	SF+	10.00%		Secured Debt	(8)	—		—		569		4,545		61		469		4,137
	14.13%				Preferred Member Units	(8)	—		—		—		—		—		—		—
					Preferred Member Units	(8)	—		1,076		—		3,504		1,076		—		4,580
					Warrants	(8)	—		—		—		—		—		—		—
Brewer Crane Holdings, LLC	15.44%	L+	10.00%		Secured Debt	(9)	—		(117)		682		5,964		30		489		5,505
					Preferred Member Units	(9)	—		(1,460)		90		7,080		—		1,460		5,620
Café Brazil, LLC					Member Units	(8)	—		(180)		149		2,210		—		180		2,030
California Splendor Holdings LLC	15.50%	SF+	10.00%		Secured Debt	(9)	—		(49)		3,240		28,000		10		49		27,961
					Preferred Member Units	(9)	—		(4,550)		188		25,495		—		4,550		20,945
	15.00%			15.00%	Preferred Member Units	(9)	—		—		454		3,994		454		—		4,448
Clad-Rex Steel, LLC					Secured Debt (12)	(5)	—		—		2		—		—		—		—
	11.50%				Secured Debt	(5)	—		(138)		910		10,440		29		1,817		8,652
	10.00%				Secured Debt	(5)	—		—		78		1,039		1		27		1,013
					Member Units	(5)	—		(2,640)		275		8,220		—		2,640		5,580
					Member Units	(5)	—		220		—		610		519		—		1,129
CMS Minerals Investments					Member Units	(9)	99		(366)		44		1,670		99		1,769		—
Cody Pools, Inc.					Secured Debt (12)	(8)	—		11		8		—		—		—		—
	12.50%				Secured Debt	(8)	—		35		2,029		—		46,311		2,755		43,556
		L+	10.50%		Secured Debt	(8)	—		(19)		96		1,462		32		1,494		—
		L+	10.50%		Secured Debt	(8)	—		(280)		2,683		40,801		—		40,801		—
					Preferred Member Units	(8)	—		10,970		2,610		58,180		10,970		—		69,150
CompareNetworks Topco, LLC		SF+	9.00%		Secured Debt	(9)	—		—		—		—		—		—		—
	14.48%	SF+	9.00%		Secured Debt	(9)	—		(7)		533		5,241		7		1,379		3,869
					Preferred Member Units	(9)	—		(4,400)		316		19,830		—		4,400		15,430
Cybermedia Technologies, LLC					Secured Debt (12)	(6)	—		—		4		—		—		—		—
	13.00%				Secured Debt	(6)	—		—		2,020		—		28,734		—		28,734
					Preferred Member Units	(6)	—		—		—		—		15,000		—		15,000
Datacom, LLC	7.50%				Secured Debt	(8)	—		—		30		223		808		495		536
	10.00%				Secured Debt	(8)	—		(85)		761		7,789		116		288		7,617
					Preferred Member Units	(8)	—		(2,430)		—		2,670		—		2,430		240
Direct Marketing Solutions, Inc.	14.00%				Secured Debt	(9)	—		(22)		36		—		1,297		22		1,275
	14.00%				Secured Debt	(9)	—		(47)		2,778		27,267		47		1,361		25,953
					Preferred Stock	(9)	—		(850)		171		22,220		—		850		21,370
Elgin AcquireCo, LLC		SF+	6.00%		Secured Debt (12)	(5)	—		—		7		(9)		1		—		(8)
	12.00%				Secured Debt	(5)	—		—		1,736		18,594		29		—		18,623
	9.00%				Secured Debt	(5)	—		—		430		6,294		2		33		6,263
					Common Stock	(5)	—		364		—		7,603		364		1,877		6,090
					Common Stock	(5)	—		112		—		1,558		112		—		1,670
Gamber-Johnson Holdings, LLC		SF+	7.50%		Secured Debt (12)	(5)	—		—		5		—		—		—		—
	10.50%	SF+	7.50%		Secured Debt	(5)	—		(99)		5,185		64,078		99		7,699		56,478

110


Table of contents			Schedule 12-14

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments In and Advances to Affiliates (Continued)

September 30, 2023

(dollars in thousands)

(unaudited)


Company	Total Rate	Base Rate	Spread	PIK Rate	Type of Investment(1) (10) (11)	Geography	Amount of Realized Gain/(Loss)	Amount of Unrealized Gain/(Loss)	Amount of Interest, Fees or Dividends Credited to Income(2)	December 31, 2022 Fair Value (13)	Gross Additions(3)	Gross Reductions(4)	September 30, 2023 Fair Value (13)
					Member Units	(5)	—	30,720	4,963	50,890	30,720	—	81,610
GRT Rubber Technologies LLC	11.48%	SF+	6.00%		Secured Debt (12)	(8)	—	5	113	670	1,032	—	1,702
	13.48%	SF+	8.00%		Secured Debt	(8)	—	(35)	4,022	40,493	35	35	40,493
					Member Units	(8)	—	—	126	44,440	—	—	44,440
Gulf Publishing Holdings, LLC		SF+	9.50%		Secured Debt (12)	(8)	—	—	—	—	—	—	—
	12.50%				Secured Debt	(8)	—	—	227	2,284	—	—	2,284
					Preferred Equity	(8)	—	(980)	—	3,780	—	980	2,800
					Member Units	(8)	—	—	—	—	—	—	—
IG Investor, LLC					Secured Debt (12)	(6)	—	—	91	—	763	800	(37)
	13.00%				Secured Debt	(6)	—	—	2,168	—	37,352	—	37,352
					Common Equity	(6)	—	—	—	—	15,096	696	14,400
Independent Pet Partners Intermediate Holdings, LLC					Common Equity	(6)	—	(790)	—	—	18,300	790	17,510
Jensen Jewelers of Idaho, LLC		P+	6.75%		Secured Debt (12)	(9)	—	—	—	—	—	—	—
	15.25%	P+	6.75%		Secured Debt	(9)	—	(5)	278	2,450	5	455	2,000
					Member Units	(9)	—	(2,550)	983	14,970	—	2,550	12,420
Kickhaefer Manufacturing Company, LLC	12.00%				Secured Debt	(5)	—	—	2,033	20,374	198	800	19,772
	9.00%				Secured Debt	(5)	—	—	262	3,842	1	29	3,814
					Preferred Equity	(5)	—	1,610	—	7,220	1,610	—	8,830
					Member Units	(5)	—	10	91	2,850	10	—	2,860
Market Force Information, LLC		L+	11.00%		Secured Debt	(9)	(6,662)	163	453	6,090	804	6,894	—
					Secured Debt	(9)	(25,952)	24,342	—	1,610	24,342	25,952	—
					Member Units	(9)	(16,642)	16,642	—	—	16,642	16,642	—
Metalforming Holdings, LLC					Secured Debt (12)	(7)	—	—	8	—	—	—	—
	12.75%				Secured Debt	(7)	—	—	2,305	23,576	35	—	23,611
	8.00%			8.00%	Preferred Equity	(7)	—	237	148	6,010	354	—	6,364
					Common Stock	(7)	—	(137)	821	1,537	—	137	1,400
MH Corbin Holding LLC	13.00%				Secured Debt	(5)	—	1,229	581	4,548	1,229	675	5,102
					Preferred Member Units	(5)	—	330	—	—	330	—	330
					Preferred Member Units	(5)	—	—	—	—	—	—	—
MSC Adviser I, LLC					Member Units	(8)	—	23,201	8,085	122,930	23,201	—	146,131
Mystic Logistics Holdings, LLC					Secured Debt (12)	(6)	—	—	3	—	—	—	—
	10.00%				Secured Debt	(6)	—	—	436	5,746	—	—	5,746
					Common Stock	(6)	—	4,320	3,142	22,830	4,320	—	27,150
OMi Topco, LLC	12.00%				Secured Debt	(8)	—	(37)	1,400	15,750	37	2,287	13,500
					Preferred Member Units	(8)	—	9,820	2,025	22,810	9,820	—	32,630
PPL RVs, Inc.		SF+	8.75%		Secured Debt	(8)	—	(1)	1	—	1	1	—
	13.98%	SF+	8.75%		Secured Debt	(8)	—	(51)	2,101	21,655	51	1,416	20,290
					Common Stock	(8)	—	(1,080)	—	18,950	—	1,080	17,870
					Common Stock	(8)	—	(163)	—	238	—	163	75
Principle Environmental, LLC					Secured Debt	(8)	—	—	—	—	—	—	—
	13.00%				Secured Debt	(8)	—	—	599	5,806	17	—	5,823
					Preferred Member Units	(8)	—	(1,790)	572	12,420	—	1,790	10,630
					Common Stock	(8)	—	(80)	—	590	—	80	510
Quality Lease Service, LLC					Member Units	(7)	—	(98)	—	525	33	98	460

111


Table of contents			Schedule 12-14

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments In and Advances to Affiliates (Continued)

September 30, 2023

(dollars in thousands)

(unaudited)


Company	Total Rate	Base Rate	Spread	PIK Rate	Type of Investment(1) (10) (11)	Geography	Amount of Realized Gain/(Loss)	Amount of Unrealized Gain/(Loss)	Amount of Interest, Fees or Dividends Credited to Income(2)	December 31, 2022 Fair Value (13)	Gross Additions(3)	Gross Reductions(4)	September 30, 2023 Fair Value (13)
Robbins Bros. Jewelry, Inc.					Secured Debt	(9)	—	—	24	(35)	6	—	(29)
	12.50%				Secured Debt	(9)	—	(611)	3,379	35,404	61	1,736	33,729
					Preferred Equity	(9)	—	(12,090)	—	14,880	—	12,090	2,790
Trantech Radiator Topco, LLC					Secured Debt (12)	(7)	—	(2)	5	—	2	2	—
	12.00%				Secured Debt	(7)	—	(14)	734	7,920	14	14	7,920
					Common Stock	(7)	—	5,600	87	7,800	5,600	—	13,400
Volusion, LLC	10.00%				Secured Debt	(8)	—	—	107	—	2,100	—	2,100
					Secured Debt	(8)	(3,188)	1,821	166	14,914	—	14,914	—
					Unsecured Convertible Debt	(8)	(409)	409	—	—	409	409	—
					Preferred Member Units	(8)	—	—	—	—	—	—	—
					Preferred Member Units	(8)	—	(1,396)	—	—	11,446	2,096	9,350
					Preferred Member Units	(8)	—	—	—	—	—	—	—
					Common Stock	(8)	—	(2,576)	—	—	2,576	2,576	—
					Warrants	(8)	—	2,576	—	—	—	—	—
Ziegler’s NYPD, LLC	12.00%				Secured Debt	(8)	—	—	41	450	—	—	450
	6.50%				Secured Debt	(8)	—	—	49	945	—	—	945
	14.00%				Secured Debt	(8)	—	(304)	292	2,676	—	304	2,372
					Preferred Member Units	(8)	—	(240)	—	240	—	240	—
					Warrants	(8)	—	—	—	—	—	—	—
Other controlled investments
2717 MH, L.P.					LP Interests (2717 MH, L.P.)	(8)	2,222	(1,106)	141	7,552	2,796	4,452	5,896
					LP Interests (2717 HPP-MS, L.P.) (12)	(8)	—	67	—	248	67	—	315
ASC Interests, LLC	13.00%				Secured Debt	(8)	—	—	40	400	—	—	400
	13.00%				Secured Debt	(8)	—	(53)	163	1,649	1	53	1,597
					Member Units	(8)	—	(700)	—	800	—	700	100
					Preferred Member Units	(8)	—	88	—	—	250	—	250
ATS Workholding, LLC	5.00%				Secured Debt	(9)	—	(414)	—	634	188	414	408
	5.00%				Secured Debt	(9)	—	(417)	—	1,005	—	417	588
					Preferred Member Units	(9)	—	—	—	—	—	—	—
Barfly Ventures, LLC	7.00%				Secured Debt (12)	(5)	—	—	45	711	—	—	711
					Member Units	(5)	—	(280)	—	3,320	—	280	3,040
Batjer TopCo, LLC					Secured Debt (12)	(8)	—	6	1	(8)	8	—	—
	10.00%				Secured Debt (12)	(8)	—	—	11	—	630	—	630
	10.00%				Secured Debt	(8)	—	73	859	10,933	93	451	10,575
					Preferred Stock	(8)	—	2,055	630	4,095	2,055	—	6,150
Bolder Panther Group, LLC					Secured Debt	(9)	—	—	1	—	—	—	—
	14.52%	SF+	9.15%		Secured Debt	(9)	—	(106)	10,599	99,194	106	2,084	97,216
	8.00%				Class B Preferred Member Units	(9)	—	(300)	2,920	31,420	—	300	31,120
Bridge Capital Solutions Corporation	13.00%				Secured Debt	(6)	—	—	869	8,813	—	—	8,813
	13.00%				Secured Debt	(6)	—	—	99	1,000	—	—	1,000

112


Table of contents			Schedule 12-14

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments In and Advances to Affiliates (Continued)

September 30, 2023

(dollars in thousands)

(unaudited)


Company	Total Rate	Base Rate	Spread	PIK Rate	Type of Investment(1) (10) (11)	Geography	Amount of Realized Gain/(Loss)	Amount of Unrealized Gain/(Loss)	Amount of Interest, Fees or Dividends Credited to Income(2)	December 31, 2022 Fair Value (13)	Gross Additions(3)	Gross Reductions(4)	September 30, 2023 Fair Value (13)
					Preferred Member Units	(6)	—	—	75	1,000	—	—	1,000
					Warrants	(6)	—	46	—	1,828	46	—	1,874
					Warrants	(6)	—	64	—	2,512	64	—	2,576
CBT Nuggets, LLC					Member Units	(9)	—	1,838	2,059	49,002	1,838	—	50,840
Centre Technologies Holdings, LLC		SF+	9.00%		Secured Debt (12)	(8)	—	—	9	—	—	—	—
	14.48%	SF+	9.00%		Secured Debt	(8)	—	70	1,657	14,954	2,620	—	17,574
					Preferred Member Units	(8)	—	1,700	90	8,700	1,700	—	10,400
Chamberlin Holding LLC		SF+	6.00%		Secured Debt (12)	(8)	—	140	21	—	—	—	—
	13.49%	SF+	8.00%		Secured Debt	(8)	—	(7)	1,655	16,945	7	545	16,407
					Member Units	(8)	—	3,010	2,792	22,920	3,010	—	25,930
					Member Units	(8)	—	260	69	2,710	260	—	2,970
Charps, LLC	10.00%				Unsecured Debt	(5)	—	(26)	452	5,694	26	26	5,694
					Preferred Member Units	(5)	—	670	666	13,340	670	—	14,010
Colonial Electric Company LLC					Secured Debt	(6)	—	—	50	—	1,600	1,600	—
	12.00%				Secured Debt	(6)	—	(500)	2,105	23,151	42	1,446	21,747
					Preferred Member Units	(6)	—	1,440	—	—	2,400	—	2,400
					Preferred Member Units	(6)	—	(1,480)	(1,179)	9,160	—	1,480	7,680
Copper Trail Fund Investments					LP Interests (CTMH, LP)	(9)	—	—	38	588	—	—	588
Digital Products Holdings LLC	15.38%	SF+	10.00%		Secured Debt	(5)	—	(67)	1,735	15,523	—	845	14,678
					Preferred Member Units	(5)	—	—	150	9,835	—	—	9,835
Garreco, LLC	12.00%	SF+	10.00%		Secured Debt	(8)	—	—	315	3,826	—	738	3,088
					Member Units	(8)	—	(220)	25	1,800	—	220	1,580
Gulf Manufacturing, LLC					Member Units	(8)	—	1,980	2,533	6,790	1,980	—	8,770
Harrison Hydra-Gen, Ltd.					Common Stock	(8)	—	990	—	3,280	990	—	4,270
Johnson Downie Opco, LLC		SF+	11.50%		Secured Debt (12)	(8)	—	(3)	10	—	3	3	—
	16.98%	SF+	11.50%		Secured Debt	(8)	—	(19)	1,247	9,999	19	661	9,357
					Preferred Equity	(8)	—	2,120	253	5,540	2,120	—	7,660
JorVet Holdings, LLC	12.00%				Secured Debt	(9)	—	—	2,373	25,432	38	—	25,470
					Preferred Equity	(9)	—	—	704	10,741	—	—	10,741
KBK Industries, LLC	9.00%				Secured Debt	(5)	—	44	444	—	6,000	900	5,100
					Member Units	(5)	—	2,800	7,696	15,570	2,800	—	18,370
MS Private Loan Fund I, LP					Secured Debt (12)	(8)	—	—	19	—	—	—	—
					Secured Debt	(8)	—	—	—	—	—	—	—
					LP Interests (12)	(8)	—	(306)	1,240	14,833	—	306	14,527
MS Private Loan Fund II, LP	8.88%	SF+	3.50%		Secured Debt (12)	(8)	—	—	72	—	10,848	—	10,848
					LP Interests (12)	(8)	—	—	—	—	1,152	—	1,152
MSC Income Fund, Inc.					Common Equity	(8)	—	61	93	753	5,561	—	6,314
NAPCO Precast, LLC					Member Units	(8)	—	330	(189)	11,830	330	—	12,160
Nebraska Vet AcquireCo, LLC		SF+	7.00%		Secured Debt (12)	(5)	—	—	7	—	—	—	—
	12.00%				Secured Debt	(5)	—	14	2,104	20,094	5,700	—	25,794
	12.00%				Secured Debt	(5)	—	(16)	972	10,500	16	16	10,500
					Preferred Member Units	(5)	—	6,730	591	7,700	6,730	—	14,430
NexRev LLC					Secured Debt (12)	(8)	—	—	—	—	—	—	—
	10.00%				Secured Debt	(8)	—	2,857	880	8,477	2,914	1,653	9,738

113


Table of contents			Schedule 12-14

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments In and Advances to Affiliates (Continued)

September 30, 2023

(dollars in thousands)

(unaudited)


Company	Total Rate	Base Rate	Spread	PIK Rate	Type of Investment(1) (10) (11)	Geography	Amount of Realized Gain/(Loss)		Amount of Unrealized Gain/(Loss)		Amount of Interest, Fees or Dividends Credited to Income(2)		December 31, 2022 Fair Value (13)		Gross Additions(3)		Gross Reductions(4)		September 30, 2023 Fair Value (13)
					Preferred Member Units	(8)	—		5,240		171		1,110		5,240		—		6,350
NRP Jones, LLC	12.00%				Secured Debt	(5)	—		—		189		2,080		—		—		2,080
					Member Units	(5)	—		(2,265)		36		4,615		—		2,265		2,350
					Member Units	(5)	—		(86)		(2)		175		—		85		90
NuStep, LLC	11.98%	SF+	6.50%		Secured Debt	(5)	—		—		364		4,399		—		800		3,599
	12.00%				Secured Debt	(5)	—		—		1,687		18,414		9		—		18,423
					Preferred Member Units	(5)	—		1,200		—		8,040		1,200		—		9,240
					Preferred Member Units	(5)	—		—		—		5,150		—		—		5,150
Orttech Holdings, LLC		SF+	11.00%		Secured Debt (12)	(5)	—		—		—		—		—		—		—
	16.48%	SF+	11.00%		Secured Debt	(5)	—		127		2,822		23,429		171		1,400		22,200
					Preferred Stock	(5)	—		5,300		909		11,750		5,300		—		17,050
Pearl Meyer Topco LLC	12.00%				Secured Debt (12)	(6)	—		4		256		—		3,500		—		3,500
	12.00%				Secured Debt	(6)	—		45		986		—		17,500		—		17,500
	12.00%				Secured Debt	(6)	—		(50)		2,586		28,681		50		1,050		27,681
					Preferred Equity	(6)	—		830		9,215		43,260		830		—		44,090
River Aggregates, LLC					Member Units	(8)	—		—		—		3,620		—		—		3,620
Tedder Industries, LLC	12.00%				Secured Debt	(9)	—		(58)		167		1,840		—		58		1,782
	12.00%				Secured Debt	(9)	—		(404)		1,392		15,120		8		404		14,724
					Preferred Member Units	(9)	—		(4,080)		—		7,681		—		4,080		3,601
					Preferred Member Units	(9)	—		178		—		—		603		—		603
					Preferred Member Units	(9)	—		720		—		—		1,200		—		1,200
Televerde, LLC					Member Units	(8)	—		(309)		592		5,408		—		309		5,099
					Preferred Stock	(8)	—		—		—		1,794		—		—		1,794
UnionRock Energy Fund III, LP					LP Interests (12)	(9)	—		—		—		—		1,051		—		1,051
Vision Interests, Inc.					Series A Preferred Stock	(9)	—		—		168		3,000		—		—		3,000
VVS Holdco LLC		SF+	6.00%		Secured Debt (12)	(5)	—		—		23		(21)		17		—		(4)
	11.50%				Secured Debt	(5)	—		—		2,625		30,161		60		2,200		28,021
					Preferred Equity	(5)	—		(100)		215		11,940		—		100		11,840
							—		—		—		—		—		—		—
							—		—		—		—		—		—		—
Other							—		—		—		—		—		—		—
Amounts related to investments transferred to or from other 1940 Act classification during the period							—		—		(171)		(14,914)		—		—		—
Total Control investments							$	(50,532)	$	122,779	$	145,485	$	1,703,172	$	419,339	$	210,406	$	1,927,019
Affiliate Investments
423 HAR, LP					LP Interests (423 HAR, L.P.)	(8)	$	—	$	—	$	—	$	—	$	750	$	—	$	750
AAC Holdings, Inc.	18.00%			18.00%	Secured Debt (12)	(7)	—		(20)		46		—		394		15		379
	18.00%			18.00%	Secured Debt	(7)	—		(671)		1,739		11,550		1,739		671		12,618
					Common Stock	(7)	—		—		—		—		—		—		—
					Warrants	(7)	—		—		—		—		—		—		—
AFG Capital Group, LLC					Preferred Member Units	(8)	7,200		(8,200)		—		9,400		7,200		16,600		—
ATX Networks Corp.		L+	7.50%		Secured Debt	(6)	—		(134)		886		6,343		575		6,918		—
					Unsecured Debt	(6)	—		(306)		1,160		2,598		1,160		3,758		—

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MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments In and Advances to Affiliates (Continued)

September 30, 2023

(dollars in thousands)

(unaudited)


Company	Total Rate	Base Rate	Spread	PIK Rate	Type of Investment(1) (10) (11)	Geography	Amount of Realized Gain/(Loss)	Amount of Unrealized Gain/(Loss)	Amount of Interest, Fees or Dividends Credited to Income(2)	December 31, 2022 Fair Value (13)	Gross Additions(3)	Gross Reductions(4)	September 30, 2023 Fair Value (13)
					Common Stock	(6)	3,248	(3,270)	—	3,270	3,248	6,518	—
BBB Tank Services, LLC	16.44%	L+	11.00%		Unsecured Debt	(8)	—	—	96	800	—	200	600
	16.44%	L+	11.00%		Unsecured Debt	(8)	—	116	484	2,086	116	—	2,202
					Member Units	(8)	—	—	—	—	—	—	—
	15.00%			15.00%	Preferred Stock (non-voting)	(8)	—	—	—	—	—	—	—
Boccella Precast Products LLC	10.00%				Secured Debt	(6)	—	—	24	320	—	—	320
					Member Units	(6)	—	(840)	61	2,970	—	840	2,130
Buca C, LLC	12.00%				Secured Debt	(7)	—	292	1,659	12,337	292	375	12,254
	6.00%			6.00%	Preferred Member Units	(7)	—	—	—	—	—	—	—
Career Team Holdings, LLC		SF+	6.00%		Secured Debt (12)	(6)	—	—	18	(9)	439	451	(21)
	12.50%				Secured Debt	(6)	—	—	1,950	20,090	31	90	20,031
					Common Stock	(6)	—	—	—	4,500	—	—	4,500
Chandler Signs Holdings, LLC					Class A Units	(8)	1,797	(290)	60	1,790	1,797	3,587	—
Classic H&G Holdings, LLC	11.50%	SF+	6.00%		Secured Debt (12)	(6)	—	—	397	4,560	—	—	4,560
	8.00%				Secured Debt	(6)	—	(32)	1,201	19,274	32	32	19,274
					Preferred Member Units	(6)	—	(8,639)	5,259	24,637	—	8,637	16,000
Congruent Credit Opportunities Funds					LP Interests (Congruent Credit Opportunities Fund III, LP)	(8)	—	87	345	7,657	87	3,318	4,426
DMA Industries, LLC	12.00%				Secured Debt	(7)	—	(32)	1,896	21,200	32	1,232	20,000
					Preferred Equity	(7)	—	—	—	7,260	—	—	7,260
Dos Rios Partners					LP Interests (Dos Rios Partners, LP)	(8)	754	(388)	—	9,127	759	1,292	8,594
					LP Interests (Dos Rios Partners - A, LP)	(8)	241	(173)	—	2,898	241	460	2,679
Dos Rios Stone Products LLC					Class A Preferred Units	(8)	—	250	—	1,330	250	—	1,580
EIG Fund Investments					LP Interests (EIG Global Private Debt Fund-A, L.P.)	(8)	16	—	68	1,013	16	56	973
Flame King Holdings, LLC		L+	6.50%		Secured Debt	(9)	—	(60)	484	7,600	60	7,660	—
		L+	9.00%		Secured Debt	(9)	—	(162)	1,583	21,200	162	21,362	—
					Preferred Equity	(9)	—	10,320	2,478	17,580	10,320	—	27,900
Freeport Financial SBIC Fund LP					LP Interests (Freeport Financial SBIC Fund LP) (12)	(5)	—	14	—	3,483	14	—	3,497
					LP Interests (Freeport First Lien Loan Fund III LP) (12)	(5)	—	—	446	5,848	—	975	4,873
GFG Group, LLC	8.00%				Secured Debt	(5)	—	(22)	763	11,345	22	822	10,545
					Preferred Member Units	(5)	—	3,240	328	7,140	3,240	—	10,380
Hawk Ridge Systems, LLC	11.65%	SF+	6.00%		Secured Debt (12)	(9)	—	(1)	234	3,185	4,581	5,967	1,799
	12.50%				Secured Debt	(9)	—	10	3,636	37,800	7,456	—	45,256
					Preferred Member Units	(9)	—	—	196	17,460	—	—	17,460
					Preferred Member Units	(9)	—	—	—	920	—	—	920
Houston Plating and Coatings, LLC	8.00%				Unsecured Convertible Debt	(8)	—	(120)	182	3,000	—	120	2,880

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MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments In and Advances to Affiliates (Continued)

September 30, 2023

(dollars in thousands)

(unaudited)


Company	Total Rate	Base Rate	Spread	PIK Rate	Type of Investment(1) (10) (11)	Geography	Amount of Realized Gain/(Loss)	Amount of Unrealized Gain/(Loss)	Amount of Interest, Fees or Dividends Credited to Income(2)	December 31, 2022 Fair Value (13)	Gross Additions(3)	Gross Reductions(4)	September 30, 2023 Fair Value (13)
					Member Units	(8)	—	1,240	51	2,400	1,240	—	3,640
HPEP 3, L.P.					LP Interests (HPEP 3, L.P.) (12)	(8)	—	283	—	4,331	283	508	4,106
					LP Interests (HPEP 4, L.P.) (12)	(8)	—	—	—	2,332	464	—	2,796
					LP Interests (423 COR, L.P.) (12)	(8)	—	—	117	1,400	—	—	1,400
I-45 SLF LLC					Member Units (Fully diluted 20.0%; 21.75% profits interest)	(8)	—	259	1,725	11,758	1,459	—	13,217
Infinity X1 Holdings, LLC	13.00%				Secured Debt	(9)	—	—	1,391	—	17,843	225	17,618
					Preferred Equity	(9)	—	—	—	—	4,000	—	4,000
Integral Energy Services	13.01%	SF+	7.50%		Secured Debt	(8)	—	(750)	1,578	15,769	50	750	15,069
					Common Stock	(8)	—	(990)	32	1,280	—	990	290
Iron-Main Investments, LLC	13.50%				Secured Debt	(5)	—	—	465	4,500	5	20	4,485
	13.50%				Secured Debt	(5)	—	—	323	3,130	4	14	3,120
	13.50%				Secured Debt	(5)	—	—	908	8,944	—	—	8,944
	13.50%				Secured Debt	(5)	—	—	2,021	19,559	25	88	19,496
	13.50%				Secured Debt	(5)	—	—	1,298	—	10,887	438	10,449
					Common Stock	(5)	—	74	—	1,798	1,032	—	2,830
ITA Holdings Group, LLC		SF+	9.00%	2.00%	Secured Debt (12)	(8)	—	—	16	—	—	11	(11)
		SF+	9.00%	2.00%	Secured Debt (12)	(8)	—	—	2	—	—	9	(9)
	15.40%	SF+	8.00%	2.00%	Secured Debt	(8)	—	—	321	—	3,341	—	3,341
	17.40%	SF+	10.00%	2.00%	Secured Debt	(8)	—	—	345	—	3,341	—	3,341
					Warrants	(8)	—	—	—	—	2,091	—	2,091
OnAsset Intelligence, Inc.	12.00%			12.00%	Secured Debt	(8)	—	(196)	—	569	—	197	372
	12.00%			12.00%	Secured Debt	(8)	—	(200)	—	580	—	200	380
	12.00%			12.00%	Secured Debt	(8)	—	(431)	—	1,249	—	431	818
	12.00%			12.00%	Secured Debt	(8)	—	(900)	—	2,606	—	900	1,706
	10.00%			10.00%	Unsecured Debt	(8)	—	—	—	305	—	—	305
	7.00%			7.00%	Preferred Stock	(8)	—	—	—	—	—	—	—
					Common Stock	(8)	—	—	—	—	—	—	—
					Warrants	(8)	—	—	—	—	—	—	—
Oneliance, LLC		SF+	11.00%		Secured Debt	(7)	—	—	—	—	—	—	—
	16.48%	SF+	11.00%		Secured Debt	(7)	—	(61)	681	5,559	9	141	5,427
					Preferred Stock	(7)	—	—	—	1,056	72	—	1,128
Quality Lease Service, LLC					Secured Debt	(8)	(29,526)	29,865	—	—	29,865	29,865	—
					Preferred Member Units	(8)	—	—	—	—	—	—	—
SI East, LLC	11.25%				Secured Debt (12)	(7)	—	18	23	—	1,875	—	1,875
	12.49%				Secured Debt	(7)	—	255	2,324	—	54,536	—	54,536
					Secured Debt	(7)	—	(79)	3,885	89,786	—	89,786	—
					Preferred Member Units	(7)	—	3,583	1,043	13,650	3,890	—	17,540
Slick Innovations, LLC	14.00%				Secured Debt	(6)	—	(36)	1,451	13,840	36	1,716	12,160
					Common Stock	(6)	—	460	—	1,530	460	—	1,990
Student Resource Center, LLC	8.50%			8.50%	Secured Debt	(6)	(2)	(114)	329	4,556	222	8	4,770

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MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments In and Advances to Affiliates (Continued)

September 30, 2023

(dollars in thousands)

(unaudited)


Company	Total Rate	Base Rate	Spread	PIK Rate	Type of Investment(1) (10) (11)	Geography	Amount of Realized Gain/(Loss)		Amount of Unrealized Gain/(Loss)		Amount of Interest, Fees or Dividends Credited to Income(2)		December 31, 2022 Fair Value (13)		Gross Additions(3)		Gross Reductions(4)		September 30, 2023 Fair Value (13)
					Preferred Equity	(6)	—		120		—		—		120		—		120
Superior Rigging & Erecting Co.	12.00%				Secured Debt	(7)	—		—		1,924		21,378		38		1,000		20,416
					Preferred Member Units	(7)	—		1,440		—		4,500		1,440		—		5,940
The Affiliati Network, LLC					Secured Debt	(9)	—		—		16		106		1,963		2,080		(11)
	13.00%				Secured Debt	(9)	—		(129)		906		9,442		27		1,730		7,739
					Preferred Stock	(9)	—		—		107		6,400		—		—		6,400
					Preferred Stock	(9)	—		—		—		—		172		—		172
UnionRock Energy Fund II, LP					LP Interests (12)	(9)	—		(964)		25		5,855		531		1,251		5,135
UniTek Global Services, Inc.	15.00%			15.00%	Secured Convertible Debt	(6)	—		206		248		4,592		—		548		4,044
	15.00%			15.00%	Secured Convertible Debt	(6)	(223)		1,174		30		—		2,206		223		1,983
		SF+	7.50%		Secured Debt	(6)	—		22		(2)		382		25		407		—
		SF+	7.50%		Secured Debt	(6)	—		96		282		1,712		112		1,824		—
	20.00%			20.00%	Preferred Stock	(6)	—		(341)		341		2,833		341		341		2,833
	20.00%			20.00%	Preferred Stock	(6)	—		1,986		—		1,991		1,986		—		3,977
	19.00%			19.00%	Preferred Stock	(6)	—		—		—		—		—		—		—
	13.50%			13.50%	Preferred Stock	(6)	—		—		—		—		—		—		—
					Common Stock	(6)	—		—		—		—		—		—		—
Universal Wellhead Services Holdings, LLC	14.00%			14.00%	Preferred Member Units	(8)	—		—		—		220		—		—		220
					Member Units	(8)	—		—		—		—		—		—		—
World Micro Holdings, LLC	13.00%				Secured Debt	(7)	—		—		1,440		14,140		29		879		13,290
					Preferred Equity	(7)	—		—		226		3,845		—		—		3,845
Other							—		—		—		—		—		—		—
Amounts related to investments transferred to or from other 1940 Act classification during the period							—		—		171		14,914		—		—		—
Total Affiliate investments							$	(16,495)	$	26,859	$	53,722	$	618,359	$	191,033	$	228,536	$	565,942

____________________

(1)The principal amount, the ownership detail for equity investments and if the investment is income producing is included in the Consolidated Schedule of Investments included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

(2)Represents the total amount of interest, fees and dividends credited to income for the portion of the period for which an investment was included in Control or Affiliate categories, respectively. For investments transferred between Control and Affiliate categories during the period, any income or investment balances related to the time period it was in the category other than the one shown at period end is included in “Amounts related to investments transferred from other 1940 Act classifications during the period.”

(3)Gross additions include increases in the cost basis of investments resulting from new portfolio investments, follow-on investments and accrued PIK interest, and the exchange of one or more existing securities for one or more new securities. Gross additions also include net increases in unrealized appreciation or net decreases in net unrealized depreciation as well as the movement of an existing portfolio company into this category and out of a different category.

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MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments In and Advances to Affiliates (Continued)

September 30, 2023

(dollars in thousands)

(unaudited)

(4)Gross reductions include decreases in the cost basis of investments resulting from principal repayments or sales and the exchange of one or more existing securities for one or more new securities. Gross reductions also include net increases in net unrealized depreciation or net decreases in unrealized appreciation as well as the movement of an existing portfolio company out of this category and into a different category.

(5)Portfolio company located in the Midwest region as determined by location of the corporate headquarters. The fair value as of September 30, 2023 for control investments located in this region was $470,009. This represented 24.4% of net assets as of September 30, 2023. The fair value as of September 30, 2023 for affiliate investments located in this region was $78,619. This represented 13.9% of net assets as of September 30, 2023.

(6)Portfolio company located in the Northeast region and Canada as determined by location of the corporate headquarters. The fair value as of September 30, 2023 for control investments located in this region was $285,716. This represented 14.8% of net assets as of September 30, 2023. The fair value as of September 30, 2023 for affiliate investments located in this region was $98,671. This represented 17.4% of net assets as of September 30, 2023.

(7)Portfolio company located in the Southeast region as determined by location of the corporate headquarters. The fair value as of September 30, 2023 for control investments located in this region was $53,155. This represented 2.8% of net assets as of September 30, 2023. The fair value as of September 30, 2023 for affiliate investments located in this region was $176,508. This represented 31.2% of net assets as of September 30, 2023.

(8)Portfolio company located in the Southwest region as determined by location of the corporate headquarters. The fair value as of September 30, 2023 for control investments located in this region was $691,921. This represented 35.9% of net assets as of September 30, 2023. The fair value as of September 30, 2023 for affiliate investments located in this region was $77,756. This represented 13.7% of net assets as of September 30, 2023.

(9)Portfolio company located in the West region as determined by location of the corporate headquarters. The fair value as of September 30, 2023 for control investments located in this region was $426,218. This represented 22.1% of net assets as of September 30, 2023. The fair value as of September 30, 2023 for affiliate investments located in this region was $134,388. This represented 23.7% of net assets as of September 30, 2023.

(10)All of the Company’s portfolio investments are generally subject to restrictions on resale as “restricted securities,” unless otherwise noted.

(11)This schedule should be read in conjunction with the Consolidated Schedule of Investments and Notes to the Consolidated Financial Statements included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q. Supplemental information can be located within the Consolidated Schedule of Investments including end of period interest rate, preferred dividend rate, maturity date, investments not paid currently in cash and investments whose value was determined using significant unobservable inputs.

(12)Investment has an unfunded commitment as of September 30, 2023 (see Note K). The fair value of the investment includes the impact of the fair value of any unfunded commitments.

(13)Negative fair value is the result of the capitalized discount being greater than the principal amount outstanding on the loan.

118

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MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments In and Advances to Affiliates

September 30, 2022

(dollars in thousands)

(unaudited)


Company	Total Rate	Base Rate	Spread	PIK Rate	Type of Investment(1)(10)(11)	Geography	Amount of Realized Gain/(Loss)		Amount of Unrealized Gain/(Loss)		Amount of Interest, Fees or Dividends Credited to Income(2)		December 31, 2021 Fair Value		Gross Additions(3)		Gross Reductions(4)		September 30, 2022 Fair Value (13)
Majority-owned investments
Analytical Systems Keco Holdings, LLC		L+	10.00%		Secured Debt	(8)	$	—	$	—	$	4	$	(4)	$	1	$	—	$	(3)
	12.63%	L+	10.00%		Secured Debt	(8)	—		—		506		4,740		65		210		4,595
	12.63%				Preferred Member Units	(8)	—		—		—		—		—		—		—
					Preferred Member Units	(8)	—		(1,050)		—		4,894		—		1,050		3,844
					Warrants	(8)	—		—		—		—		—		—		—
Brewer Crane Holdings, LLC	12.56%	L+	10.00%		Secured Debt	(9)	—		—		649		8,037		19		1,972		6,084
					Preferred Member Units	(9)	—		(2,040)		795		7,710		—		2,040		5,670
Café Brazil, LLC					Member Units	(8)	—		(200)		178		2,570		—		200		2,370
California Splendor Holdings LLC	12.38%	L+	10.00%		Secured Debt	(9)	—		52		2,467		27,915		85		—		28,000
					Preferred Member Units	(9)	—		7,750		188		13,275		7,750		—		21,025
	15.00%			15.00%	Preferred Member Units	(9)	—		—		792		9,510		792		6,449		3,853
Clad-Rex Steel, LLC	12.13%	L+	9.50%		Secured Debt	(5)	—		—		898		10,401		29		—		10,430
	10.00%				Secured Debt	(5)	—		—		81		1,071		—		24		1,047
					Member Units	(5)	—		(760)		595		10,250		—		760		9,490
					Member Units	(5)	—		80		—		530		80		—		610
CMS Minerals Investments					Member Units	(9)	—		331		150		1,974		331		415		1,890
Cody Pools, Inc.		L+	10.50%		Secured Debt	(8)	—		—		84		(13)		2,866		2,864		(11)
	13.63%	L+	10.50%		Secured Debt	(8)	—		(66)		4,044		42,497		66		1,338		41,225
					Preferred Member Units	(8)	—		9,570		3,710		47,640		9,570		—		57,210
CompareNetworks Topco, LLC		L+	9.00%		Secured Debt	(9)	—		—		—		—		—		—		—
	11.63%	L+	9.00%		Secured Debt	(9)	—		(13)		468		6,477		13		1,140		5,350
					Preferred Member Units	(9)	—		6,570		474		12,000		6,570		—		18,570
Datacom, LLC	7.50%				Secured Debt	(8)	—		—		—		—		223		—		223
	7.50%				Secured Debt	(8)	—		160		624		7,668		284		203		7,749
					Preferred Member Units	(8)	—		60		72		2,610		60		—		2,670
Direct Marketing Solutions, Inc.	13.63%	L+	11.00%		Secured Debt	(9)	—		14		102		(22)		4,272		850		3,400
	13.63%	L+	11.00%		Secured Debt	(9)	—		(53)		2,322		24,070		53		1,073		23,050
					Preferred Stock	(9)	—		3,870		1,029		18,350		3,870		—		22,220
Gamber-Johnson Holdings, LLC	10.63%	L+	8.00%		Secured Debt	(5)	—		—		5		—		—		—		—
	10.63%	L+	8.00%		Secured Debt	(5)	—		(4)		1,722		21,598		2,484		4		24,078
					Member Units	(5)	—		(3,230)		715		49,700		—		3,230		46,470
GRT Rubber Technologies LLC	10.56%	L+	8.00%		Secured Debt	(8)	—		(21)		2,756		38,885		1,629		21		40,493
					Member Units	(8)	—		—		2,483		46,190		—		—		46,190
Jensen Jewelers of Idaho, LLC	12.25%	P+	6.75%		Secured Debt	(9)	—		(6)		207		2,550		6		106		2,450
					Member Units	(9)	—		2,550		1,996		12,420		2,550		—		14,970
Kickhaefer Manufacturing Company, LLC	11.50%				Secured Debt	(5)	—		—		1,818		20,324		37		—		20,361
	9.00%				Secured Debt	(5)	—		—		265		3,876		1		26		3,851
					Member Units	(5)	—		(3,060)		—		12,310		—		3,060		9,250
					Member Units	(5)	—		—		84		2,460		—		—		2,460
Market Force Information, LLC	13.38%	L+	11.00%		Secured Debt	(9)	—		—		374		3,400		1,600		—		5,000
	12.00%			12.00%	Secured Debt	(9)	—		(6,065)		—		8,936		—		6,065		2,871
					Member Units	(9)	—		—		—		—		—		—		—
MH Corbin Holding LLC	13.00%				Secured Debt	(5)	—		(1,220)		795		5,934		9		3,234		2,709

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Consolidated Schedule of Investments In and Advances to Affiliates (Continued)

September 30, 2022

(dollars in thousands)

(unaudited)


Company	Total Rate	Base Rate	Spread	PIK Rate	Type of Investment(1)(10)(11)	Geography	Amount of Realized Gain/(Loss)	Amount of Unrealized Gain/(Loss)	Amount of Interest, Fees or Dividends Credited to Income(2)	December 31, 2021 Fair Value	Gross Additions(3)	Gross Reductions(4)	September 30, 2022 Fair Value (13)
					Preferred Member Units	(5)	—	—	—	—	—	—	—
					Preferred Member Units	(5)	—	—	—	—	—	—	—
MSC Adviser I, LLC					Member Units	(8)	—	(27,910)	5,620	140,400	—	27,910	112,490
Mystic Logistics Holdings, LLC	10.00%				Secured Debt	(6)	—	—	3	—	—	—	—
	10.00%				Secured Debt	(6)	—	(1)	460	6,378	1	633	5,746
					Common Stock	(6)	—	11,860	2,860	8,840	11,860	—	20,700
OMi Topco, LLC	12.00%				Secured Debt	(8)	—	(41)	1,625	18,000	41	1,791	16,250
					Preferred Member Units	(8)	—	470	1,676	20,210	470	—	20,680
PPL RVs, Inc.		L+	7.00%		Secured Debt	(8)	—	—	79	727	1,264	2,000	(9)
	8.75%	L+	7.00%		Secured Debt	(8)	—	239	1,155	11,655	8,000	—	19,655
					Common Stock	(8)	—	5,150	908	14,360	5,150	—	19,510
					Common Stock	(8)	—	—	—	—	157	—	157
Principle Environmental, LLC					Secured Debt	(8)	—	—	104	1,465	9	1,474	—
	13.00%				Secured Debt	(8)	—	—	602	5,808	18	26	5,800
					Preferred Member Units	(8)	—	1,070	656	11,160	1,070	—	12,230
					Common Stock	(8)	—	80	—	710	80	—	790
Quality Lease Service, LLC					Member Units	(7)	—	76	—	2,148	76	1,599	625
Robbins Bros. Jewelry, Inc.	13.63%	L+	11.00%		Secured Debt	(9)	—	—	24	(44)	6	—	(38)
	13.63%	L+	11.00%		Secured Debt	(9)	—	—	3,465	36,000	59	450	35,609
					Preferred Equity	(9)	—	4,140	558	11,070	4,140	—	15,210
Trantech Radiator Topco, LLC	8.00%				Secured Debt	(7)	—	—	5	(8)	3	—	(5)
	12.00%				Secured Debt	(7)	—	(17)	785	8,720	17	417	8,320
					Common Stock	(7)	—	(1,240)	87	8,660	—	1,240	7,420
Ziegler’s NYPD, LLC	12.00%				Secured Debt	(8)	—	—	57	625	—	175	450
	6.50%				Secured Debt	(8)	—	—	49	1,000	—	—	1,000
	14.00%				Secured Debt	(8)	—	(74)	292	2,750	—	74	2,676
					Preferred Member Units	(8)	—	(940)	—	2,130	—	940	1,190
					Warrants	(8)	—	—	—	—	—	—	—


Other controlled investments							—	—	—	—	—	—	—
2717 MH, L.P.					LP Interests (2717 MH, L.P.)	(8)	—	1,979	—	3,971	3,171	—	7,142
					LP Interests (2717 HPP-MS, L.P.)	(8)	—	—	—	—	244	—	244
ASC Interests, LLC	13.00%				Secured Debt	(8)	—	—	24	200	130	30	300
	13.00%				Secured Debt	(8)	—	—	211	1,636	12	—	1,648
					Member Units	(8)	—	80	—	720	80	—	800
ATS Workholding, LLC	5.00%				Secured Debt	(9)	—	(411)	—	1,088	147	435	800
	5.00%				Secured Debt	(9)	—	(576)	—	1,917	—	619	1,298
					Preferred Member Units	(9)	—	—	—	—	—	—	—
Barfly Ventures, LLC	7.00%				Secured Debt	(5)	—	—	38	710	1	—	711
					Member Units	(5)	—	1,390	—	1,930	1,390	—	3,320
Batjer TopCo, LLC					Secured Debt	(8)	—	—	4	—	451	459	(8)
	11.00%				Secured Debt	(8)	—	—	—	—	—	—	—
	11.00%				Secured Debt	(8)	—	—	824	—	10,927	—	10,927

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Consolidated Schedule of Investments In and Advances to Affiliates (Continued)

September 30, 2022

(dollars in thousands)

(unaudited)


Company	Total Rate	Base Rate	Spread	PIK Rate	Type of Investment(1)(10)(11)	Geography	Amount of Realized Gain/(Loss)	Amount of Unrealized Gain/(Loss)	Amount of Interest, Fees or Dividends Credited to Income(2)	December 31, 2021 Fair Value	Gross Additions(3)	Gross Reductions(4)	September 30, 2022 Fair Value (13)
					Preferred Stock	(8)	—	—	—	—	4,095	—	4,095
Bolder Panther Group, LLC		L+	8.00%		Secured Debt	(9)	—	—	19	—	—	—	—
	12.63%	L+	10.00%		Secured Debt	(9)	—	266	5,780	39,000	60,194	—	99,194
	8.00%				Class B Preferred Member Units	(9)	—	3,840	558	23,170	3,840	—	27,010
Bridge Capital Solutions Corporation	13.00%				Secured Debt	(6)	—	—	869	8,813	—	—	8,813
	13.00%				Secured Debt	(6)	—	—	99	1,000	—	—	1,000
					Preferred Member Units	(6)	—	—	75	1,000	—	—	1,000
					Warrants	(6)	—	83	—	1,712	83	—	1,795
					Warrants	(6)	—	117	—	2,348	117	—	2,465
CBT Nuggets, LLC					Member Units	(9)	—	(2,370)	2,471	50,620	—	2,370	48,250
Centre Technologies Holdings, LLC		L+	9.00%		Secured Debt	(8)	—	—	25	—	1,440	1,440	—
	11.63%	L+	9.00%		Secured Debt	(8)	—	507	1,271	8,864	6,470	387	14,947
					Preferred Member Units	(8)	—	2,038	90	5,840	2,320	—	8,160
Chamberlin Holding LLC	8.63%	L+	6.00%		Secured Debt	(8)	—	—	6	—	—	—	—
	10.63%	L+	8.00%		Secured Debt	(8)	—	(51)	1,314	17,817	51	402	17,466
					Member Units	(8)	—	(1,810)	1,335	24,140	—	1,810	22,330
					Member Units	(8)	—	—	55	1,540	451	—	1,991
Charps, LLC	10.00%				Unsecured Debt	(5)	—	(36)	461	5,694	36	36	5,694
					Preferred Member Units	(5)	—	(780)	425	13,990	—	780	13,210
Colonial Electric Company LLC					Secured Debt	(6)	—	—	46	—	1,600	1,600	—
	12.00%				Secured Debt	(6)	—	—	2,224	24,351	45	945	23,451
					Preferred Member Units	(6)	—	80	1,287	9,130	80	—	9,210
Copper Trail Fund Investments					LP Interests (CTMH, LP)	(9)	—	—	—	710	—	—	710
Digital Products Holdings LLC	12.63%	L+	10.00%		Secured Debt	(5)	—	—	1,436	16,801	33	990	15,844
					Preferred Member Units	(5)	—	—	150	9,835	—	—	9,835
Flame King Holdings, LLC	9.25%	L+	6.50%		Secured Debt	(9)	—	64	464	6,324	1,276	—	7,600
	13.75%	L+	11.00%		Secured Debt	(9)	—	173	2,035	20,996	204	—	21,200
					Preferred Equity	(9)	—	3,440	909	10,400	3,440	—	13,840
Garreco, LLC	9.50%	L+	8.00%		Secured Debt	(8)	—	—	290	4,196	—	370	3,826
					Member Units	(8)	—	(280)	321	2,270	—	280	1,990
Gulf Manufacturing, LLC					Member Units	(8)	—	170	1,365	5,640	170	—	5,810
Gulf Publishing Holdings, LLC		L+	9.50%		Secured Debt	(8)	—	—	7	257	—	257	—
					Secured Debt	(8)	(5,822)	3,848	503	9,717	—	9,717	—
	12.50%				Secured Debt	(8)	—	(116)	—	—	2,400	116	2,284
					Member Units	(8)	—	—	—	—	—	—	—
					Member Units	(8)	—	(1,680)	—	—	5,600	1,680	3,920
Harrison Hydra-Gen, Ltd.					Common Stock	(8)	—	(250)	—	3,530	—	250	3,280
Johnson Downie Opco, LLC	14.13%	L+	11.50%		Secured Debt	(8)	—	—	10	(18)	3	—	(15)
	14.13%	L+	11.50%		Secured Debt	(8)	—	84	1,109	11,362	114	1,477	9,999
					Preferred Equity	(8)	—	2,730	808	3,150	2,730	—	5,880
JorVet Holdings, LLC	12.00%				Secured Debt	(9)	—	—	1,881	—	25,419	—	25,419
					Common Stock	(9)	—	—	468	—	10,741	—	10,741
KBK Industries, LLC					Member Units	(5)	—	770	1,007	13,620	770	—	14,390

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Consolidated Schedule of Investments In and Advances to Affiliates (Continued)

September 30, 2022

(dollars in thousands)

(unaudited)


Company	Total Rate	Base Rate	Spread	PIK Rate	Type of Investment(1)(10)(11)	Geography	Amount of Realized Gain/(Loss)		Amount of Unrealized Gain/(Loss)		Amount of Interest, Fees or Dividends Credited to Income(2)		December 31, 2021 Fair Value		Gross Additions(3)		Gross Reductions(4)		September 30, 2022 Fair Value (13)
MS Private Loan Fund					LP Interests	(8)	—		20		437		2,581		11,770		—		14,351
MSC Income Fund, Inc.					Common Equity	(8)	—		11		15		—		761		—		761
NAPCO Precast, LLC					Member Units	(8)	—		(2,380)		4		13,560		—		2,380		11,180
Nebraska Vet AcquireCo, LLC	8.71%	L+	7.00%		Secured Debt	(5)	—		—		7		—		—		—		—
	12.00%				Secured Debt	(5)	—		121		1,146		4,829		13,452		—		18,281
	12.00%				Secured Debt	(5)	—		71		972		10,412		88		—		10,500
					Preferred Member Units	(5)	—		—		—		7,700		—		—		7,700
NexRev LLC	11.00%				Secured Debt	(8)	—		—		26		800		—		640		160
	11.00%				Secured Debt	(8)	—		(928)		1,560		13,245		—		4,192		9,053
					Preferred Member Units	(8)	—		(2,913)		60		2,690		1,333		2,913		1,110
NRP Jones, LLC	12.00%				Secured Debt	(5)	—		—		189		2,080		—		—		2,080
					Member Units	(5)	—		(1,585)		449		6,200		—		1,585		4,615
					Member Units	(5)	—		(65)		13		240		—		65		175
NuStep, LLC	9.13%	L+	6.50%		Secured Debt	(5)	—		—		208		1,720		2,679		—		4,399
	12.00%				Secured Debt	(5)	—		(4)		1,612		17,240		1,175		4		18,411
					Preferred Member Units	(5)	—		(3,300)		—		13,500		—		3,300		10,200
Orttech Holdings, LLC		L+	11.00%		Secured Debt	(5)	—		—		16		175		—		175		—
	13.63%	L+	11.00%		Secured Debt	(5)	—		—		2,305		23,976		41		600		23,417
					Preferred Stock	(5)	—		—		579		10,000		—		—		10,000
Pearl Meyer Topco LLC					Secured Debt	(6)	—		—		24		—		1,500		1,500		—
	12.00%				Secured Debt	(6)	—		—		—		—		—		—		—
	12.00%				Secured Debt	(6)	—		(76)		2,819		32,674		76		4,069		28,681
					Member Units	(6)	—		14,850		5,754		26,970		14,850		—		41,820
River Aggregates, LLC					Member Units	(8)	—		180		—		3,280		180		—		3,460
Tedder Industries, LLC	12.00%				Secured Debt	(9)	—		—		158		1,040		800		—		1,840
	12.00%				Secured Debt	(9)	—		(71)		1,431		15,141		47		71		15,117
					Preferred Member Units	(9)	—		(1,933)		—		8,579		488		1,930		7,137
Televerde, LLC					Member Units	(8)	—		(2,076)		—		7,280		—		2,076		5,204
					Preferred Stock	(8)	—		1,076		—		—		1,794		—		1,794
Vision Interests, Inc.					Series A Preferred Stock	(9)	—		—		144		3,000		—		—		3,000
VVS Holdco LLC	8.63%	L+	6.00%		Secured Debt	(5)	—		—		45		1,169		805		1,201		773
	11.50%				Secured Debt	(5)	—		—		2,697		30,100		46		—		30,146
					Preferred Equity	(5)	—		240		300		11,840		238		—		12,078


Other							—		—		—		—		—		—		—
Amounts related to investments transferred to or from other 1940 Act classification during the period							—		—		985		41,748		—		—		—
Total Control investments							$	(5,822)	$	20,618	$	110,751	$	1,489,257	$	280,134	$	128,214	$	1,599,429
Affiliate Investments
AAC Holdings, Inc.	18.00%			18.00%	Secured Debt	(7)	$	—	$	143	$	1,492	$	9,794	$	1,182	$	—	$	10,976
					Common Stock	(7)	—		(2,004)		—		2,079		—		2,004		75
					Warrants	(7)	—		(1,865)		—		1,940		—		1,865		75
AFG Capital Group, LLC					Preferred Member Units	(8)	—		—		2		144		—		144		—
					Preferred Member Units	(8)	—		1,040		200		7,740		1,040		—		8,780
ATX Networks Corp.	11.14%	L+	7.50%		Secured Debt	(6)	—		403		562		7,092		631		1,016		6,707

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Consolidated Schedule of Investments In and Advances to Affiliates (Continued)

September 30, 2022

(dollars in thousands)

(unaudited)


Company	Total Rate	Base Rate	Spread	PIK Rate	Type of Investment(1)(10)(11)	Geography	Amount of Realized Gain/(Loss)	Amount of Unrealized Gain/(Loss)	Amount of Interest, Fees or Dividends Credited to Income(2)	December 31, 2021 Fair Value	Gross Additions(3)	Gross Reductions(4)	September 30, 2022 Fair Value (13)
	10.00%			10.00%	Unsecured Debt	(6)	—	260	242	1,963	502	—	2,465
					Common Stock	(6)	—	—	—	—	—	—	—
BBB Tank Services, LLC	13.56%	L+	11.00%		Unsecured Debt	(8)	—	—	75	800	—	—	800
	13.56%	L+	11.00%		Unsecured Debt	(8)	—	(209)	377	1,707	—	209	1,498
					Member Units	(8)	—	—	—	—	—	—	—
	15.00%			15.00%	Preferred Stock (non-voting)	(8)	—	—	—	—	—	—	—
Boccella Precast Products LLC	10.00%				Secured Debt	(6)	—	—	24	320	—	—	320
					Member Units	(6)	—	(1,510)	73	4,830	—	1,510	3,320
Buca C, LLC	9.00%				Secured Debt	(7)	—	1,604	1,488	14,370	1,602	1,966	14,006
	6.00%			6.00%	Preferred Member Units	(7)	—	—	—	—	—	—	—
Career Team Holdings, LLC	8.63%	L+	6.00%		Secured Debt	(6)	—	—	5	—	—	—	—
	12.50%				Secured Debt	(6)	—	—	1,950	20,050	30	—	20,080
					Common Stock	(6)	—	—	—	4,500	—	—	4,500
Chandler Signs Holdings, LLC					Class A Units	(8)	—	510	—	460	510	—	970
Classic H&G Holdings, LLC	8.38%	L+	6.00%		Secured Debt	(6)	—	—	455	4,000	11,720	7,960	7,760
	8.00%				Secured Debt	(6)	—	(32)	1,201	19,274	32	32	19,274
					Preferred Member Units	(6)	—	8,530	1,294	15,260	8,530	—	23,790
Congruent Credit Opportunities Funds					LP Interests (Congruent Credit Opportunities Fund III, LP)	(8)	—	(63)	427	9,959	—	2,105	7,854
DMA Industries, LLC	12.00%				Secured Debt	(7)	—	175	1,961	20,993	207	—	21,200
					Preferred Equity	(7)	—	1,316	—	5,944	1,316	—	7,260
Dos Rios Partners					LP Interests (Dos Rios Partners - A, LP)	(8)	—	(1,147)	—	10,329	—	1,147	9,182
					LP Interests (Dos Rios Partners, LP)	(8)	—	(364)	—	3,280	—	364	2,916
Dos Rios Stone Products LLC					Class A Preferred Units	(8)	—	(290)	—	640	—	290	350
EIG Fund Investments					LP Interests (EIG Global Private Debt Fund-A, L.P.)	(8)	11	—	46	547	1,093	170	1,470
Freeport Financial SBIC Fund LP					LP Interests (Freeport Financial SBIC Fund LP)	(5)	—	(52)	2	6,078	—	1,962	4,116
					LP Interests (Freeport First Lien Loan Fund III LP)	(5)	—	(57)	309	7,231	—	1,056	6,175
GFG Group, LLC	9.00%				Secured Debt	(5)	—	(25)	969	12,545	25	825	11,745
					Preferred Member Units	(5)	—	150	417	6,990	150	—	7,140
Hawk Ridge Systems, LLC	8.38%	L+	6.00%		Secured Debt	(9)	—	—	150	2,585	597	—	3,182
	8.00%				Secured Debt	(9)	—	(4)	2,145	34,800	3,004	4	37,800
					Preferred Member Units	(9)	—	4,400	803	14,680	4,400	—	19,080
					Preferred Member Units	(9)	—	230	—	770	230	—	1,000
Houston Plating and Coatings, LLC	8.00%				Unsecured Convertible Debt	(8)	—	(210)	182	2,960	—	210	2,750
					Member Units	(8)	—	(990)	17	3,210	—	990	2,220
HPEP 3, L.P.					LP Interests (HPEP 3, L.P.)	(8)	779	254	(80)	4,712	1,033	1,414	4,331
					LP Interests (HPEP 4, L.P.)	(8)	—	—	—	—	1,896	—	1,896
					LP Interests (423 COR, LP)	(8)	—	—	—	—	1,400	—	1,400

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Consolidated Schedule of Investments In and Advances to Affiliates (Continued)

September 30, 2022

(dollars in thousands)

(unaudited)


Company	Total Rate	Base Rate	Spread	PIK Rate	Type of Investment(1)(10)(11)	Geography	Amount of Realized Gain/(Loss)	Amount of Unrealized Gain/(Loss)	Amount of Interest, Fees or Dividends Credited to Income(2)	December 31, 2021 Fair Value	Gross Additions(3)	Gross Reductions(4)	September 30, 2022 Fair Value (13)
I-45 SLF LLC					Member Units (Fully diluted 20.0%; 21.75% profits interest)	(8)	—	(1,880)	1,499	14,387	—	1,880	12,507
Iron-Main Investments, LLC	12.50%				Secured Debt	(5)	—	—	443	4,557	7	—	4,564
	12.50%				Secured Debt	(5)	—	—	308	3,170	4	—	3,174
	12.50%				Secured Debt	(5)	—	—	848	8,944	—	—	8,944
	12.50%				Secured Debt	(5)	—	—	1,926	19,805	30	—	19,835
					Common Stock	(5)	—	—	—	1,798	—	—	1,798
L.F. Manufacturing Holdings, LLC					Preferred Member Units (non-voting)	(8)	—	—	9	107	10	117	—
					Member Units	(8)	617	(541)	224	2,560	617	3,177	—
OnAsset Intelligence, Inc.	12.00%			12.00%	Secured Debt	(8)	—	(273)	28	935	28	273	690
	12.00%			12.00%	Secured Debt	(8)	—	(280)	29	954	29	280	703
	12.00%			12.00%	Secured Debt	(8)	—	(602)	62	2,055	62	602	1,515
	12.00%			12.00%	Secured Debt	(8)	—	(1,255)	129	4,285	130	1,255	3,160
	10.00%			10.00%	Unsecured Debt	(8)	—	—	5	192	5	—	197
	7.00%			7.00%	Preferred Stock	(8)	—	—	—	—	—	—	—
					Common Stock	(8)	—	—	—	—	—	—	—
					Warrants	(8)	—	—	—	—	—	—	—
Oneliance, LLC	13.56%	L+	11.00%		Secured Debt	(7)	—	—	—	—	—	—	—
	13.56%	L+	11.00%		Secured Debt	(7)	—	—	536	5,547	9	—	5,556
					Preferred Stock	(7)	—	—	—	1,056	—	—	1,056
Quality Lease Service, LLC	12.00%				Secured Debt	(8)	(67)	—	—	—	—	—	—
					Preferred Member Units	(8)	—	—	—	—	—	—	—
SI East, LLC	10.25%				Secured Debt	(7)	—	—	195	2,250	3,750	3,750	2,250
	10.25%				Secured Debt	(7)	—	—	6,068	63,600	31,125	1,489	93,236
					Preferred Member Units	(7)	—	3,380	568	11,570	3,380	—	14,950
Slick Innovations, LLC	11.00%				Secured Debt	(6)	—	(41)	481	5,320	41	1,121	4,240
					Common Stock	(6)	—	130	—	1,510	130	—	1,640
					Warrants	(6)	—	40	—	400	40	—	440
Sonic Systems International, LLC	9.75%	L+	7.50%		Secured Debt	(8)	—	102	966	11,757	3,856	—	15,613
					Common Stock	(8)	—	64	32	1,070	350	—	1,420
Superior Rigging & Erecting Co.	12.00%				Secured Debt	(7)	—	—	1,991	21,332	35	—	21,367
					Preferred Member Units	(7)	—	—	—	4,500	—	—	4,500
The Affiliati Network, LLC					Secured Debt	(9)	—	—	28	262	3,523	3,800	(15)
	13.00%				Secured Debt	(9)	—	—	1,166	12,834	35	1,720	11,149
					Preferred Stock	(9)	—	—	339	6,400	—	—	6,400
UnionRock Energy Fund II, LP					LP Interests	(9)	—	(64)	194	6,123	1,880	2,649	5,354
UniTek Global Services, Inc.	10.76%	SF+	5.50%	2.00%	Secured Debt	(6)	—	3	29	371	9	—	380
	10.76%	SF+	5.50%	2.00%	Secured Debt	(6)	—	26	146	1,852	61	212	1,701
	15.00%			15.00%	Secured Convertible Debt	(6)	—	782	167	2,375	1,896	—	4,271
	20.00%			20.00%	Preferred Stock	(6)	—	(280)	280	2,832	281	280	2,833
	20.00%			20.00%	Preferred Stock	(6)	—	153	—	1,498	153	—	1,651
	19.00%			19.00%	Preferred Stock	(6)	—	—	—	—	—	—	—

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MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments In and Advances to Affiliates (Continued)

September 30, 2022

(dollars in thousands)

(unaudited)


Company	Total Rate	Base Rate	Spread	PIK Rate	Type of Investment(1)(10)(11)	Geography	Amount of Realized Gain/(Loss)		Amount of Unrealized Gain/(Loss)		Amount of Interest, Fees or Dividends Credited to Income(2)		December 31, 2021 Fair Value		Gross Additions(3)		Gross Reductions(4)		September 30, 2022 Fair Value (13)
	13.50%			13.50%	Preferred Stock	(6)	—		—		—		—		—		—		—
					Common Stock	(6)	—		—		—		—		—		—		—
Volusion, LLC	11.50%				Secured Debt	(8)	—		(104)		1,490		17,434		—		804		16,630
	8.00%				Unsecured Convertible Debt	(8)	—		—		24		409		—		—		409
					Preferred Member Units	(8)	—		(5,989)		—		5,990		—		5,990		—
					Warrants	(8)	—		—		—		—		—		—		—
Other							—		—		—		—		—		—		—
Amounts related to investments transferred to or from other 1940 Act classification during the period							—		139		1,302		32,597		—		—		—
Total Affiliate investments							$	1,340	$	3,703	$	38,300	$	549,214	$	92,606	$	56,642	$	552,581

________________

(2)Represents the total amount of interest, fees and dividends credited to income for the portion of the period for which an investment was included in Control or Affiliate categories, respectively. For investments transferred between Control and Affiliate categories during the period, any income or investment balances related to the time period it was in the category other than the one shown at period end is included in “Amounts from investments transferred from other 1940 Act classifications during the period.”

(5)Portfolio company located in the Midwest region as determined by location of the corporate headquarters. The fair value as of September 30, 2022 for control investments located in this region was $346,535. This represented 21.7% of net assets as of September 30, 2022. The fair value as of September 30, 2022 for affiliate investments located in this region was $67,491. This represented 12.2% of net assets as of September 30, 2022.

(6)Portfolio company located in the Northeast region as determined by location of the corporate headquarters. The fair value as of September 30, 2022 for control investments located in this region was $144,681. This represented 9.0% of net assets as of September 30, 2022. The fair value as of September 30, 2022 for affiliate investments located in this region was $105,372. This represented 19.1% of net assets as of September 30, 2022.

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MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments In and Advances to Affiliates (Continued)

September 30, 2022

(dollars in thousands)

(unaudited)

(7)Portfolio company located in the Southeast region as determined by location of the corporate headquarters. The fair value as of September 30, 2022 for control investments located in this region was $16,360. This represented 1.0% of net assets as of September 30, 2022. The fair value as of September 30, 2022 for affiliate investments located in this region was $196,507. This represented 35.6% of net assets as of September 30, 2022.

(8)Portfolio company located in the Southwest region as determined by location of the corporate headquarters. The fair value as of September 30, 2022 for control investments located in this region was $593,513. This represented 37.1% of net assets as of September 30, 2022. The fair value as of September 30, 2022 for affiliate investments located in this region was $99,261. This represented 18.0% of net assets as of September 30, 2022.

(9)Portfolio company located in the West region as determined by location of the corporate headquarters. The fair value as of September 30, 2022 for control investments located in this region was $498,340. This represented 31.2% of net assets as of September 30, 2022. The fair value as of September 30, 2022 for affiliate investments located in this region was $83,950. This represented 15.2% of net assets as of September 30, 2022.

(10)All of the Company’s portfolio investments are generally subject to restrictions on resale as “restricted securities,” unless otherwise noted.

(12)Investment has an unfunded commitment as of September 30, 2022 (see Note K). The fair value of the investment includes the impact of the fair value of any unfunded commitments.

(13)Negative fair value is the result of the capitalized discount being greater than the principal amount outstanding on the loan.

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Quarterly Report on Form 10-Q contains forward-looking statements regarding the plans and objectives of management for future operations and which relate to future events or our future performance or financial condition. Any such forward-looking statements may involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and we cannot assure you that the projections included in these forward-looking statements will come to pass. Our actual results could differ materially from those expressed or implied by the forward-looking statements as a result of various factors, including, without limitation the factors referenced in Item 1A entitled “Risk Factors” below in Part II of this Quarterly Report on Form 10-Q, if any, and discussed in Item 1A entitled “Risk Factors” in Part I of our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission (“SEC”) on February 24, 2023 and elsewhere in this Quarterly Report on Form 10-Q and our other SEC filings. Other factors that could cause actual results to differ materially include changes in the economy and future changes in laws or regulations and conditions in our operating areas.

We have based the forward-looking statements included in this Quarterly Report on Form 10-Q on information available to us on the date of this Quarterly Report on Form 10-Q, and we assume no obligation to update any such forward-looking statements, unless we are required to do so by applicable law. However, you are advised to refer to any additional disclosures that we may make directly to you or through reports that we in the future may file with the SEC, including subsequent periodic and current reports.

This discussion should be read in conjunction with our consolidated financial statements as of December 31, 2022, and for the year then ended, and Management’s Discussion and Analysis of Financial Condition and Results of Operations, both contained in our Annual Report on Form 10-K for the year ended December 31, 2022, as well as the consolidated financial statements (unaudited) and notes to the consolidated financial statements (unaudited) contained in this report.

ORGANIZATION

Main Street Capital Corporation (“MSCC”, or together with its consolidated subsidiaries, “Main Street” or the “Company”) is a principal investment firm primarily focused on providing customized debt and equity financing to lower middle market (“LMM”) companies and debt capital to middle market (“Middle Market”) companies. The portfolio investments of Main Street are typically made to support management buyouts, recapitalizations, growth financings, refinancings and acquisitions of companies that operate in a variety of industry sectors. Main Street seeks to partner with entrepreneurs, business owners and management teams and generally provides “one-stop” financing alternatives within its LMM investment strategy. Main Street invests primarily in secured debt investments, equity investments, warrants and other securities of LMM companies based in the United States and in secured debt investments of Middle Market companies generally headquartered in the United States.

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investment management activities for External Parties, it is accounted for as a portfolio investment of Main Street and is not included as a consolidated subsidiary in Main Street’s consolidated financial statements.

MSCC has certain direct and indirect wholly-owned subsidiaries that have elected to be taxable entities (the “Taxable Subsidiaries”). The primary purpose of the Taxable Subsidiaries is to permit MSCC to hold equity investments in portfolio companies which are “pass-through” entities for tax purposes. MSCC also has certain direct and indirect wholly-owned subsidiaries formed for financing purposes (the “Structured Subsidiaries”).

OVERVIEW OF OUR BUSINESS

Our principal investment objective is to maximize our portfolio’s total return by generating current income from our debt investments and current income and capital appreciation from our equity and equity-related investments, including warrants, convertible securities and other rights to acquire equity securities in a portfolio company. We seek to achieve our investment objective through our LMM, Private Loan (as defined below) and Middle Market investment strategies. Our LMM investment strategy involves investments in companies that generally have annual revenues between $10 million and $150 million and our LMM portfolio investments generally range in size from $5 million to $75 million. Our private loan (“Private Loan”) investment strategy involves investments in companies that are consistent with the size of the companies in our LMM and Middle Market investment strategies, and our Private Loan investments generally range in size from $10 million to $75 million. Our Middle Market investment strategy involves investments in companies that are generally larger in size than our LMM companies, with annual revenues typically between $150 million and $1.5 billion, and our Middle Market investments generally range in size from $3 million to $25 million.

We seek to fill the financing gap for LMM businesses, which, historically, have had limited access to financing from commercial banks and other traditional sources. The underserved nature of the LMM creates the opportunity for us to meet the financing needs of LMM companies while also negotiating favorable transaction terms and equity participation. Our ability to invest across a company’s capital structure, from secured loans to equity securities, allows us to offer portfolio companies a comprehensive suite of financing options, or a “one stop” financing solution. Providing customized, “one-stop” financing solutions is important to LMM portfolio companies. We generally seek to partner directly with entrepreneurs, management teams and business owners in making our investments. Our LMM portfolio debt investments are generally secured by a first lien on the assets of the portfolio company and typically have a term of between five and seven years from the original investment date.

Private Loan investments primarily consist of debt securities that have primarily been originated directly by us or, to a lesser extent, through our strategic relationships with other investment funds on a collaborative basis through investments that are often referred to in the debt markets as “club deals” because of the small lender group size. Our Private Loan investments are typically made to support a company owned by or in the process of being acquired by a private equity sponsor. Private Loan investments are typically similar in size, structure, terms and conditions to investments we hold in our LMM portfolio and Middle Market portfolio. Our Private Loan portfolio debt investments are generally secured by a first priority lien on the assets of the portfolio company and typically have a term of between three and seven years from the original investment date. We may also co-invest with the private equity sponsor in the equity securities of our Private Loan portfolio companies.

Our Middle Market portfolio investments primarily consist of direct investments in or secondary purchases of interest-bearing syndicated loans or debt securities in privately held companies based in the United States that are generally larger in size than the companies included in our LMM portfolio. Our Middle Market portfolio debt investments are generally secured by a first priority lien on the assets of the portfolio company and typically have an expected duration of between three and seven years from the original investment date.

Our other portfolio (“Other Portfolio”) investments primarily consist of investments that are not consistent with the typical profiles for our LMM, Private Loan or Middle Market portfolio investments, including investments which may

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be managed by third parties. In our Other Portfolio, we may incur indirect fees and expenses in connection with investments managed by third parties, such as investments in other investment companies or private funds.

Subject to changes in our cash and overall liquidity, our Investment Portfolio (as defined below) may also include short-term portfolio investments that are atypical of our LMM, Private Loan and Middle Market portfolio investments in that they are intended to be a short-term deployment of capital. These assets are typically expected to be liquidated in one year or less and are not expected to be a significant portion of the overall Investment Portfolio. The “Investment Portfolio”, as used herein, refers to all of our investments in LMM companies (including both our LMM and Private Loan portfolio investments) and investments in Middle Market companies (including both our Private Loan and Middle Market portfolio investments), Other Portfolio investments and our investment in the External Investment Manager.

Our external asset management business is conducted through the External Investment Manager. The External Investment Manager earns management fees based on the assets of the funds under management and may earn incentive fees, or a carried interest, based on the performance of the funds managed.

Our portfolio investments are generally made through MSCC, the Taxable Subsidiaries, the Funds and the Structured Subsidiaries. MSCC, the Taxable Subsidiaries, the Funds and the Structured Subsidiaries share the same investment strategies and criteria, although they are subject to different regulatory regimes (see Regulation). An investor’s return in MSCC will depend, in part, on the Taxable Subsidiaries’, the Funds’ and the Structured Subsidiaries’ investment returns as they are wholly-owned subsidiaries of MSCC.

The level of new portfolio investment activity will fluctuate from period to period based upon our view of the current economic fundamentals, our ability to identify new investment opportunities that meet our investment criteria, and our ability to consummate the identified opportunities. The level of new investment activity, and associated interest and fee income, will directly impact future investment income. In addition, the level of dividends paid by portfolio companies and the portion of our portfolio debt investments on non-accrual status will directly impact future investment income. While we intend to grow our portfolio and our investment income over the long term, our growth and our operating results may be more limited during depressed economic periods. However, we intend to appropriately manage our cost structure and liquidity position based on applicable economic conditions and our investment outlook. The level of realized gains or losses and unrealized appreciation or depreciation on our investments will also fluctuate depending upon portfolio activity, economic conditions and the performance of our individual portfolio companies. The changes in realized gains and losses and unrealized appreciation or depreciation could have a material impact on our operating results.

Because we are internally managed, we do not pay any external investment advisory fees, but instead directly incur the operating costs associated with employing investment and portfolio management professionals. We believe that our internally managed structure provides us with a better alignment of interests between our management team and our employees and our shareholders and a beneficial operating expense structure when compared to other publicly traded and privately held investment firms which are externally managed, and our internally managed structure allows us the opportunity to leverage our non-interest operating expenses as we grow our Investment Portfolio and our External Investment Manager’s asset management business (as defined below). The ratio of our total operating expenses, excluding interest expense, as a percentage of our quarterly average total assets was 1.4% for each of the trailing twelve months ended September 30, 2023 and 2022, and for the year ended December 31, 2022. The ratio of our total operating expenses, including interest expense, as a percentage of our quarterly average total assets was 3.7% and 3.3% for the trailing twelve months ended September 30, 2023 and 2022, respectively, and 3.3% for the year ended December 31, 2022. Our ratio of expenses as a percentage of our average net asset value is described in greater detail in Note F – Financial Highlights to the consolidated financial statements included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

The External Investment Manager serves as the investment adviser and administrator to MSC Income pursuant to an Investment Advisory and Administrative Services Agreement entered into in October 2020 between the External Investment Manager and MSC Income (the “Advisory Agreement”). Under the Advisory Agreement, the External Investment Manager earns a 1.75% annual base management fee on MSC Income’s average total assets, an incentive fee equal to 20% of pre-investment fee net investment income above a specified investment return hurdle rate and a 20% incentive fee on cumulative net realized capital gains in exchange for providing advisory services to MSC Income.

Additionally, the External Investment Manager has entered into investment management agreements with MS Private Loan Fund I, LP (the “Private Loan Fund”) and MS Private Loan Fund II, LP (the “Private Loan Fund II”), each a private investment fund with a strategy to co-invest with Main Street in Private Loan portfolio investments, pursuant to which the External Investment Manager provides investment advisory and management services to each fund in exchange for an asset-based fee and certain incentive fees. The External Investment Manager may also advise other clients, including

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funds and separately managed accounts, pursuant to advisory and services agreements with such clients in exchange for asset-based and incentive fees.

The External Investment Manager earns management fees based on the assets of the funds and accounts under management and may earn incentive fees, or a carried interest, based on the performance of the funds and accounts managed. The total contribution of the External Investment Manager to our net investment income consists of the combination of the expenses allocated to the External Investment Manager and the dividend income earned from the External Investment Manager. The total contribution to our net investment income was $7.6 million and $5.0 million for the three months ended September 30, 2023 and 2022, respectively. During the three months ended September 30, 2023 and 2022, the External Investment Manager earned base management fee income of $5.7 million and $5.5 million, respectively. The External Investment Manager earned incentive fee income of $2.6 million during the three months ended September 30, 2023. During the three months ended September 30, 2022, no incentive fee income was earned. The External Investment Manager earned administrative services fee income of $0.2 million during each of the three months ended September 30, 2023 and 2022. Our total expenses are net of expenses allocated to the External Investment Manager for the three months ended September 30, 2023 and 2022 of $5.4 million and $3.3 million, respectively. The total contribution to our net investment income was $24.2 million and $15.2 million for the nine months ended September 30, 2023 and 2022, respectively. During the nine months ended September 30, 2023 and 2022, the External Investment Manager earned base management fee income of $16.7 million and $16.3 million, respectively. The External Investment Manager earned incentive fee income of $9.6 million during the nine months ended September 30, 2023. During the nine months ended September 30, 2022, incentive fee income earned by the External Investment Manager was not significant. The External Investment Manager earned administrative services fee income of $0.5 million during each of the nine months ended September 30, 2023 and 2022. Our total expenses are net of expenses allocated to the External Investment Manager for the nine months ended September 30, 2023 and 2022 of $16.1 million and $9.6 million, respectively.

We have received an exemptive order from the SEC permitting co-investments among us, MSC Income and other funds and clients advised by the External Investment Manager in certain negotiated transactions where co-investing would otherwise be prohibited under the 1940 Act. We have made co-investments with, and in the future intend to continue to make co-investments with MSC Income, the Private Loan Fund, the Private Loan Fund II and other funds and clients advised by the External Investment Manager, in accordance with the conditions of the order. The order requires, among other things, that we and the External Investment Manager consider whether each such investment opportunity is appropriate for us and the External Investment Manager’s advised clients, as applicable, and if it is appropriate, to propose an allocation of the investment opportunity between such parties. Because the External Investment Manager may receive performance-based fee compensation from funds and clients advised by the External Investment Manager, this may provide the Company and the External Investment Manager an incentive to allocate opportunities to other participating funds and clients instead of us. However, both we and the External Investment Manager have policies and procedures in place to manage this conflict, including oversight by the independent members of our Board of Directors. In addition to the co-investment program described above, we also co-invest in syndicated deals and other transactions where price is the only negotiated point by us and our affiliates.

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INVESTMENT PORTFOLIO SUMMARY

The following tables provide a summary of our investments in the LMM, Private Loan and Middle Market portfolios as of September 30, 2023 and December 31, 2022 (this information excludes Other Portfolio investments, short-term portfolio investments and the External Investment Manager which are discussed further below).


	As of September 30, 2023
	LMM (a)			Private Loan			Middle Market
	(dollars in millions)
Number of portfolio companies	79			89			27
Fair value	$	2,190.4		$	1,544.0		$	290.6
Cost	$	1,716.9		$	1,577.5		$	343.3
Debt investments as a % of portfolio (at cost)	71.9		%	96.2		%	92.7		%
Equity investments as a % of portfolio (at cost)	28.1		%	3.8		%	7.3		%
% of debt investments at cost secured by first priority lien	99.2		%	99.5		%	99.2		%
Weighted-average annual effective yield (b)	12.9		%	12.9		%	12.3		%
Average EBITDA (c)	$	8.2		$	28.8		$	65.7

____________________

(a)At September 30, 2023, we had equity ownership in all of our LMM portfolio companies, and the average fully diluted equity ownership in those portfolio companies was 40%.

(b)The weighted-average annual effective yields were computed using the effective interest rates for all debt investments at cost as of September 30, 2023, including amortization of deferred debt origination fees and accretion of original issue discount but excluding fees payable upon repayment of the debt instruments and any debt investments on non-accrual status. The weighted-average annual effective yield on our debt portfolio as of September 30, 2023 including debt investments on non-accrual status was 12.8% for our LMM portfolio, 12.2% for our Private Loan portfolio and 10.9% for our Middle Market portfolio. The weighted-average annual effective yield is not reflective of what an investor in shares of our common stock will realize on its investment because it does not reflect changes in the market value of our stock, our utilization of debt capital in our capital structure, our expenses or any sales load paid by an investor.

(c)The average EBITDA is calculated using a simple average for the LMM portfolio and a weighted-average for the Private Loan and Middle Market portfolios. These calculations exclude certain portfolio companies, including two LMM portfolio companies and two Private Loan portfolio companies, as EBITDA is not a meaningful valuation metric for our investments in these portfolio companies, and those portfolio companies whose primary purpose is to own real estate.


	As of December 31, 2022
	LMM (a)			Private Loan			Middle Market
	(dollars in millions)
Number of portfolio companies	78			85			31
Fair value	$	2,060.5		$	1,471.5		$	329.1
Cost	$	1,719.9		$	1,500.3		$	401.7
Debt investments as a % of portfolio (at cost)	73.7		%	97.1		%	93.8		%
Equity investments as a % of portfolio (at cost)	26.3		%	2.9		%	6.2		%
% of debt investments at cost secured by first priority lien	99.1		%	99.6		%	98.8		%
Weighted-average annual effective yield (b)	12.3		%	11.6		%	11.0		%
Average EBITDA (c)	$	8.0		$	38.1		$	68.7

____________________

(a)At December 31, 2022, we had equity ownership in all of our LMM portfolio companies, and the average fully diluted equity ownership in those portfolio companies was 41%.

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accrual status. The weighted-average annual effective yield on our debt portfolio as of December 31, 2022 including debt investments on non-accrual status was 11.6% for our LMM portfolio, 11.2% for our Private Loan portfolio and 10.3% for our Middle Market portfolio. The weighted-average annual effective yield is not reflective of what an investor in shares of our common stock will realize on its investment because it does not reflect changes in the market value of our stock, our utilization of debt capital in our capital structure, our expenses or any sales load paid by an investor.

(c)The average EBITDA is calculated using a simple average for the LMM portfolio and a weighted-average for the Private Loan and Middle Market portfolios. These calculations exclude certain portfolio companies, including three LMM portfolio companies and two Private Loan portfolio companies, as EBITDA is not a meaningful valuation metric for our investments in these portfolio companies, and those portfolio companies whose primary purpose is to own real estate.

For the three months ended September 30, 2023 and 2022, we achieved an annualized total return on investments of 16.0% and 10.5%, respectively. For each of the nine months ended September 30, 2023 and 2022, we achieved an annualized total return on investments of 15.4% and 9.6%, respectively. For the year ended December 31, 2022, we achieved a total return on investments of 11.1%. Total return on investments is calculated using the interest, dividend and fee income, as well as the realized and unrealized change in fair value of the Investment Portfolio for the specified period. Our total return on investments is not reflective of what an investor in shares of our common stock will realize on its investment because it does not reflect changes in the market value of our stock, our utilization of debt capital in our capital structure, our expenses or any sales load paid by an investor.

As of September 30, 2023, we had Other Portfolio investments in 15 entities, collectively totaling $123.6 million in fair value and $132.2 million in cost basis and which comprised 2.9% and 3.5% of our Investment Portfolio at fair value and cost, respectively. As of December 31, 2022, we had Other Portfolio investments in 14 entities, collectively totaling $116.3 million in fair value and $120.4 million in cost basis and which comprised 2.8% and 3.2% of our Investment Portfolio at fair value and cost, respectively.

As previously discussed, the External Investment Manager is a wholly-owned subsidiary that is treated as a portfolio investment. As of September 30, 2023, this investment had a fair value of $146.1 million and a cost basis of $29.5 million, which comprised 3.4% and 0.8% of our Investment Portfolio at fair value and cost, respectively. As of December 31, 2022, this investment had a fair value of $122.9 million and a cost basis of $29.5 million, which comprised 3.0% and 0.8% of our Investment Portfolio at fair value and cost, respectively.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements and related disclosures in conformity with generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the periods reported. Actual results could materially differ from those estimates. Critical accounting policies are those that require management to make subjective or complex judgments about the effect of matters that are inherently uncertain and may change in subsequent periods. Changes that may be required in the underlying assumptions or estimates in these areas could have a material impact on our current and future financial condition and results of operations.

Management has discussed the development and selection of each critical accounting policy and estimate with the Audit Committee of the Board of Directors. Our critical accounting policies and estimates include the Investment Portfolio Valuation and Revenue Recognition policies described below. Our significant accounting policies are described in greater detail in Note B — Summary of Significant Accounting Policies to the consolidated financial statements included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

Investment Portfolio Valuation

The most significant determination inherent in the preparation of our consolidated financial statements is the valuation of our Investment Portfolio and the related amounts of unrealized appreciation and depreciation. We consider this determination to be a critical accounting estimate, given the significant judgments and subjective measurements required. As of September 30, 2023 and December 31, 2022, our Investment Portfolio valued at fair value represented 96% and 97%, respectively, of our total assets. We are required to report our investments at fair value. We follow the provisions of FASB ASC 820, Fair Value Measurements and Disclosures (“ASC 820”). ASC 820 defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value and enhances disclosure requirements for fair value measurements. ASC 820 requires us to assume that the portfolio investment

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is to be sold in the principal market to independent market participants, which may be a hypothetical market. Market participants are defined as buyers and sellers in the principal market that are independent, knowledgeable and willing and able to transact. See Note B.1. — Summary of Significant Accounting Policies — Valuation of the Investment Portfolio included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q for a detailed discussion of our Investment Portfolio valuation process and procedures.

Due to the inherent uncertainty in the valuation process, our determination of fair value for our Investment Portfolio may differ materially from the values that would have been determined had a ready market for the securities existed. In addition, changes in the market environment, portfolio company performance and other events that may occur over the lives of the investments may cause the gains or losses ultimately realized on these investments to be materially different than the valuations currently assigned. We determine the fair value of each individual investment and record changes in fair value as unrealized appreciation or depreciation.

In December 2020, the SEC adopted Rule 2a-5 under the 1940 Act, which permits a BDC’s board of directors to designate its executive officers or investment adviser as a valuation designee to determine the fair value for its investment portfolio, subject to the active oversight of the board. Our Board of Directors has approved policies and procedures pursuant to Rule 2a-5 (the “Valuation Procedures”) and has designated a group of our executive officers to serve as the Board of Directors’ valuation designee. We believe our Investment Portfolio as of September 30, 2023 and December 31, 2022 approximates fair value as of those dates based on the markets in which we operate and other conditions in existence on those reporting dates.

Revenue Recognition

Interest and Dividend Income

We record interest and dividend income on the accrual basis to the extent amounts are expected to be collected. Dividend income is recorded as dividends are declared by the portfolio company or at the point an obligation exists for the portfolio company to make a distribution. We evaluate accrued interest and dividend income periodically for collectability. When a loan or debt security becomes 90 days or more past due, and if we otherwise do not expect the debtor to be able to service its debt obligation, we will generally place the loan or debt security on non-accrual status and cease recognizing interest income on that loan or debt security until the borrower has demonstrated the ability and intent to pay contractual amounts due. If a loan or debt security’s status significantly improves regarding the debtor’s ability to service the debt obligation, or if a loan or debt security is sold or written off, we remove it from non-accrual status.

Fee Income

We may periodically provide services, including structuring and advisory services to our portfolio companies or other third parties. For services that are separately identifiable and evidence exists to substantiate fair value, fee income is recognized as earned, which is generally when the investment or other applicable transaction closes. Fees received in connection with debt financing transactions for services that do not meet these criteria are treated as debt origination fees and are generally deferred and accreted into income over the life of the financing.

Payment-in-Kind (“PIK”) Interest and Cumulative Dividends

We hold certain debt and preferred equity instruments in our Investment Portfolio that contain PIK interest and cumulative dividend provisions. The PIK interest, computed at the contractual rate specified in each debt agreement, is periodically added to the principal balance of the debt and is recorded as interest income. Thus, the actual collection of this interest may be deferred until the time of debt principal repayment. Cumulative dividends are recorded as dividend income, and any dividends in arrears are added to the balance of the preferred equity investment. The actual collection of these dividends in arrears may be deferred until such time as the preferred equity is redeemed or sold. To maintain RIC tax treatment (as discussed in Note B.9. — Summary of Significant Accounting Policies — Income Taxes included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q), these non-cash sources of income may need to be paid out to stockholders in the form of distributions, even though we may not have collected the PIK interest and cumulative dividends in cash. We stop accruing PIK interest and cumulative dividends and write off any accrued and uncollected interest and dividends in arrears when we determine that such PIK interest and dividends in arrears are no longer collectible. For the three months ended September 30, 2023 and 2022, (i) 1.9% and 1.2%, respectively, of our total investment income was attributable to PIK interest income not paid currently in cash and (ii) 0.3% and 0.3%, respectively, of our total investment income was attributable to cumulative dividend income not paid currently in cash. For the nine months ended September 30, 2023 and 2022, (i) 2.0% and 1.3%, respectively, of our total investment income was

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attributable to PIK interest income not paid currently in cash and (ii) 0.3% and 0.5%, respectively, of our total investment income was attributable to cumulative dividend income not paid currently in cash.

INVESTMENT PORTFOLIO COMPOSITION

The following tables summarize the composition of our total combined LMM, Private Loan and Middle Market portfolio investments at cost and fair value by type of investment as a percentage of the total combined LMM, Private Loan and Middle Market portfolio investments as of September 30, 2023 and December 31, 2022 (this information excludes Other Portfolio investments, short-term portfolio investments and the External Investment Manager).


Cost:	September 30, 2023		December 31, 2022
First lien debt	83.9	%	85.0	%
Equity	15.4		14.2
Second lien debt	0.3		0.3
Equity warrants	0.2		0.2
Other	0.2		0.3
	100.0	%	100.0	%


Fair Value:	September 30, 2023		December 31, 2022
First lien debt	73.2	%	75.2	%
Equity	26.0		24.1
Second lien debt	0.4		0.3
Equity warrants	0.2		0.1
Other	0.2		0.3
	100.0	%	100.0	%

Our LMM, Private Loan and Middle Market portfolio investments carry a number of risks including: (1) investing in companies which may have limited operating histories and financial resources; (2) holding investments that generally are not publicly traded and which may be subject to legal and other restrictions on resale; and (3) other risks common to investing in below investment-grade debt and equity investments in our Investment Portfolio. Please see Item 1A. Risk Factors — Risks Related to our Investments contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 for a more complete discussion of the risks involved with investing in our Investment Portfolio.

PORTFOLIO ASSET QUALITY

We utilize an internally developed investment rating system to rate the performance of each LMM, Private Loan and Middle Market portfolio company and to monitor our expected level of returns on each of our LMM, Private Loan and Middle Market investments in relation to our expectations for the portfolio company. The investment rating system takes into consideration various factors, including each investment’s expected level of returns, the collectability of our debt investments and the ability to receive a return of the invested capital in our equity investments, comparisons to competitors and other industry participants, the portfolio company’s future outlook and other factors that are deemed to be significant to the portfolio company.

As of September 30, 2023, investments on non-accrual status comprised 1.0% of our total Investment Portfolio at fair value and 3.1% at cost. As of December 31, 2022, investments on non-accrual status comprised 0.6% of our total Investment Portfolio at fair value and 3.7% at cost.

The operating results of our portfolio companies are impacted by changes in the broader fundamentals of the United States economy. In periods during which the United States economy contracts, it is likely that the financial results of small to mid-sized companies, like those in which we invest, could experience deterioration or limited growth from current levels, which could ultimately lead to difficulty in meeting their debt service requirements, to an increase in defaults on our debt investments or in realized losses on our investments and to difficulty in maintaining historical dividend payment rates and unrealized appreciation on our equity investments. Consequently, we can provide no

assurance that the performance of certain portfolio companies will not be negatively impacted by future economic cycles or other conditions, which could also have a negative impact on our future results.

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DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS

Comparison of the three months ended September 30, 2023 and 2022

Set forth below is a comparison of the results of operations, and a reconciliation of net investment income to distributable net investment income, for the three months ended September 30, 2023 and 2022.


	Three Months Ended September 30,				Net Change
	2023		2022		Amount		%
	(dollars in thousands)
Total investment income	$	123,237	$	98,387	$	24,850	25	%
Total expenses	(41,058)		(35,939)		(5,119)		14	%
Net investment income	82,179		62,448		19,731		32	%
Net realized gain from investments	664		5,031		(4,367)		NM
Net unrealized appreciation (depreciation) from investments	27,011		(10,081)		37,092		NM
Income tax provision	(6,593)		(2,060)		(4,533)		NM
Net increase in net assets resulting from operations	$	103,261	$	55,338	$	47,923	87	%


	Three Months Ended September 30,				Net Change
	2023		2022		Amount		%
	(dollars in thousands, except per share amounts)
Net investment income	$	82,179	$	62,448	$	19,731	32	%
Share‑based compensation expense	4,164		3,617		547		15	%

Deferred compensation benefit	(172)		(298)		126		NM
Distributable net investment income (a)	$	86,171	$	65,767	$	20,404	31	%
Net investment income per share—Basic and diluted	$	0.99	$	0.83	$	0.16	19	%

Distributable net investment income per share—Basic and diluted (a)	$	1.04	$	0.88	$	0.16	18	%

____________________

NM — Net Change % not meaningful

(a)Distributable net investment income is net investment income as determined in accordance with U.S. GAAP, excluding the impacts of share-based compensation expense and deferred compensation expense or benefit. We believe presenting distributable net investment income and the related per share amounts is useful and appropriate supplemental disclosure for analyzing our financial performance since share-based compensation does not require settlement in cash and deferred compensation expense or benefit does not result in a net cash impact to Main Street upon settlement. However, distributable net investment income is a non-U.S. GAAP measure and should not be considered as a replacement for net investment income or other earnings measures presented in accordance with U.S. GAAP and should be reviewed only in connection with such U.S. GAAP measures in analyzing our financial performance. A reconciliation of net investment income in accordance with U.S. GAAP to distributable net investment income is detailed in the table above.

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Investment Income

Total investment income for the three months ended September 30, 2023 was $123.2 million, a 25% increase from the $98.4 million of total investment income for the corresponding period of 2022. The following table provides a summary of the changes in the comparable period activity.


	Three Months Ended September 30,				Net Change
	2023		2022		Amount		%
	(dollars in thousands)
Interest income	$	99,381	$	75,023	$	24,358	32	%	(a)
Dividend income	21,192		19,424		1,768		9	%	(b)
Fee income	2,664		3,940		(1,276)		(32)	%	(c)
Total investment income	$	123,237	$	98,387	$	24,850	25	%	(d)

____________________

(a)The increase in interest income was primarily due to (i) an increase in interest rates on floating rate Investment Portfolio debt investments primarily resulting from increases in benchmark index rates and (ii) higher average levels of income producing Investment Portfolio debt investments.

(b)The increase in dividend income from Investment Portfolio equity investments was primarily a result of (i) continued strong dividend income from our LMM portfolio companies and (ii) an increase in dividend income from the External Investment Manager.

(c)The decrease in fee income was primarily related to a $1.7 million decrease related to lower originations of Investment Portfolio investments, partially offset by a $0.4 million increase in fees received from refinancing and prepayment of debt investments.

(d)The increase in total investment income includes a net increase of $0.2 million in certain income considered less consistent or non-recurring, which relates to income from accelerated prepayment, repricing and other activity related to portfolio debt investments, when compared to the same period in 2022.

Expenses

Total expenses for the three months ended September 30, 2023 were $41.1 million, a 14% increase from the $35.9 million in the corresponding period of 2022. The following table provides a summary of the changes in the comparable period activity.


	Three Months Ended September 30,				Net Change
	2023		2022		Amount		%
	(dollars in thousands)
Cash compensation	$	11,732	$	10,702	$	1,030	10	%	(a)
Deferred compensation plan expense (benefit)	(172)		(298)		126		42	%
Compensation	11,560		10,404		1,156		11	%
General and administrative	4,324		4,018		306		8	%
Interest	26,414		21,234		5,180		24	%	(b)
Share-based compensation	4,164		3,617		547		15	%
Gross expenses	46,462		39,273		7,189		18	%
Expenses allocated to the External Investment Manager	(5,404)		(3,334)		(2,070)		62	%	(c)
Total expenses	$	41,058	$	35,939	$	5,119	14	%

____________________

(a)The increase in cash compensation was primarily related to (i) increased base compensation rates, (ii) increased incentive compensation accruals and (iii) increased headcount to support our growing Investment Portfolio and asset management activities.

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(b)The increase in interest expense was primarily related to an increased weighted average interest rate on our debt obligations resulting from (i) an increased average interest rate on our multi-year revolving credit facility (the “Corporate Facility”) and special purpose vehicle revolving credit facility (the “SPV Facility” and, together with the Corporate Facility, the “Credit Facilities”) due to increases in benchmark index rates and (ii) the addition of our SPV Facility and the December 2025 Notes in the fourth quarter of 2022 at higher contractual interest rates than debt obligations repaid with such borrowing proceeds, partially offset by decreased average outstanding borrowings.

(c)The increase in expenses allocated to the External Investment Manager was primarily related to (i) increased overall operating costs at Main Street, (ii) an increase in assets under management and (iii) the positive operating results from the assets managed for clients of the External Investment Manager.

Net Investment Income

Net investment income for the three months ended September 30, 2023 increased 32% to $82.2 million, or $0.99 per share, compared to net investment income of $62.4 million, or $0.83 per share, in the corresponding period of 2022. The increase in net investment income was principally attributable to the increase in total investment income, partially offset by higher operating expenses, both as discussed above. The increase in net investment income per share also reflects the impact of the increase in weighted average shares outstanding for the three months ended September 30, 2023, primarily due to shares issued since the beginning of the comparable period in prior year through our (i) at-the-market (“ATM”) program and public offering in August 2022, (ii) dividend reinvestment plan and (iii) equity incentive plans. Net investment income per share in the third quarter of 2023 and the third quarter of 2022 did not include significant impacts from items considered less consistent or non-recurring in nature.

Distributable Net Investment Income

Distributable net investment income for the three months ended September 30, 2023 increased 31% to $86.2 million, or $1.04 per share, compared with $65.8 million, or $0.88 per share, in the corresponding period of 2022. The increase in distributable net investment income was primarily due to the increased level of total investment income, partially offset by higher operating expenses, excluding the impact of share-based compensation expense and deferred compensation expense (benefit). The increase in distributable net investment income per share also reflects the impact of the increase in weighted average shares outstanding for the three months ended September 30, 2023 as discussed above. Distributable net investment income per share in the third quarter of 2023 and the third quarter of 2022 did not include significant amounts of items considered less consistent or non-recurring in nature.

Net Realized Gain (Loss) from Investments

The following table provides a summary of the primary components of the total net realized gain on investments of $0.7 million for the three months ended September 30, 2023.


	Three Months Ended September 30, 2023
	Full Exits			Partial Exits			Restructures			Other (a)		Total
	Net Gain/(Loss)		# of Investments	Net Gain/(Loss)		# of Investments	Net Gain/(Loss)		# of Investments	Net Gain/(Loss)		Net Gain/(Loss)
	(dollars in thousands)
LMM portfolio	$	—	—	$	—	—	$	—	—	$	(2)	$	(2)
Private Loan portfolio	(888)		1	—		—	—		—	157		(731)
Middle Market portfolio	—		—	—		—	—		—	(335)		(335)
Other Portfolio	—		—	1,732		2	—		—	—		1,732

Total net realized gain/(loss)	$	(888)	1	$	1,732	2	$	—	—	$	(180)	$	664

____________________

(a)Other activity includes realized gains and losses from transactions involving 12 portfolio companies which are not considered to be significant individually or in the aggregate.

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Net Unrealized Appreciation (Depreciation)

The following table provides a summary of the total net unrealized appreciation of $27.0 million for the three months ended September 30, 2023.


	Three Months Ended September 30, 2023
	LMM (a)		Private Loan		Middle Market		Other			Total
	(dollars in thousands)
Accounting reversals of net unrealized (appreciation) depreciation recognized in prior periods due to net realized (gains / income) losses recognized during the current period	$	(264)	$	1,018	$	359	$	(1,732)		$	(619)
Net unrealized appreciation (depreciation) relating to portfolio investments	24,499		(14,258)		4,037		13,352		(b)	27,630
Total net unrealized appreciation (depreciation) relating to portfolio investments	$	24,235	$	(13,240)	$	4,396	$	11,620		$	27,011

____________________

(a)Includes unrealized appreciation on 32 LMM portfolio investments and unrealized depreciation on 23 LMM portfolio investments.

(b)Includes (i) $12.2 million of unrealized appreciation relating to the External Investment Manager and (ii) $1.4 million of net unrealized appreciation relating to the Other Portfolio, partially offset by $0.2 million of unrealized depreciation relating to the assets of the deferred compensation plan.

Income Tax Provision

The income tax provision for the three months ended September 30, 2023 of $6.6 million principally consisted of (i) a deferred tax provision of $5.3 million, which is primarily the result of the net activity relating to our portfolio investments held in our Taxable Subsidiaries, including changes in loss carryforwards, changes in net unrealized appreciation/depreciation and other temporary book-tax differences and (ii) a current tax provision of $1.3 million, related to a $1.0 million provision for current U.S. federal and state income taxes and a $0.3 million provision for excise tax on our estimated undistributed taxable income. The income tax provision for the three months ended September 30, 2022 of $2.1 million principally consisted of (i) a current tax provision of $1.6 million primarily related to a $1.0 million provision for excise tax on our estimated undistributed taxable income and a $0.6 million provision for current U.S. federal and state income taxes and (ii) a deferred tax provision of $0.5 million.

Net Increase in Net Assets Resulting from Operations

The net increase in net assets resulting from operations for the three months ended September 30, 2023 was $103.3 million, or $1.25 per share, compared with $55.3 million, or $0.74 per share, during the three months ended September 30, 2022. The tables above provide a summary of the reasons for the change in net increase in net assets resulting from operations for the three months ended September 30, 2023 as compared to the three months ended September 30, 2022.

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Comparison of the nine months ended September 30, 2023 and 2022

Set forth below is a comparison of the results of operations, and a reconciliation of net investment income to distributable net investment income, for the nine months ended September 30, 2023 and 2022.


	Nine Months Ended September 30,				Net Change
	2023		2022		Amount		%
	(dollars in thousands)
Total investment income	$	371,074	$	262,981	$	108,093	41	%
Total expenses	(122,202)		(93,597)		(28,605)		31	%
Net investment income	248,872		169,384		79,488		47	%
Net realized gain (loss) from investments	(103,223)		3,302		(106,525)		NM
Net unrealized appreciation (depreciation) from investments	167,070		(19,922)		186,992		NM
Income tax provision	(23,353)		(17,477)		(5,876)		NM
Net increase in net assets resulting from operations	$	289,366	$	135,287	$	154,079	114	%


	Nine Months Ended September 30,				Net Change
	2023		2022		Amount		%
	(dollars in thousands, except per share amounts)
Net investment income	$	248,872	$	169,384	$	79,488	47	%
Share‑based compensation expense	12,351		10,031		2,320		23	%

Deferred compensation expense (benefit)	717		(1,899)		2,616		NM
Distributable net investment income (a)	$	261,940	$	177,516	$	84,424	48	%
Net investment income per share—Basic and diluted	$	3.07	$	2.31	$	0.76	33	%

Distributable net investment income per share—Basic and diluted (a)	$	3.23	$	2.42	$	0.81	33	%

____________________

NM — Net change % not meaningful

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Investment Income

Total investment income for the nine months ended September 30, 2023 was $371.1 million, a 41% increase from the $263.0 million of total investment income for the corresponding period of 2022. The following table provides a summary of the changes in the comparable period activity.


	Nine Months Ended September 30,				Net Change
	2023		2022		Amount		%
	(dollars in thousands)
Interest income	$	290,045	$	198,446	$	91,599	46	%	(a)
Dividend income	71,014		53,959		17,055		32	%	(b)
Fee income	10,015		10,576		(561)		(5)	%
Total investment income	$	371,074	$	262,981	$	108,093	41	%	(c)

____________________

(b)The increase in dividend income from Investment Portfolio equity investments was primarily a result of (i) an $11.2 million increase related to dividend income considered to be less consistent or non-recurring, (ii) growth in dividend income from a variety of portfolio companies resulting from the improved operating results, financial condition and liquidity positions of those portfolio companies and (iii) a $2.5 million increase in dividend income from the External Investment Manager.

(c)The increase in total investment income includes a net increase of $11.8 million in the impact of certain income considered less consistent or non-recurring, including (i) an $11.2 million increase in dividend income and (ii) a $0.6 million increase in accelerated prepayment, repricing and other activity related to certain Investment Portfolio debt investments.

Expenses

Total expenses for the nine months ended September 30, 2023 were $122.2 million, a 31% increase from the $93.6 million in the corresponding period of 2022. The following table provides a summary of the changes in the comparable period activity.


	Nine Months Ended September 30,				Net Change
	2023		2022		Amount		%
	(dollars in thousands)
Cash compensation	$	34,143	$	28,379	$	5,764	20	%	(a)
Deferred compensation plan expense (benefit)	717		(1,899)		2,616		(138)	%	(b)
Compensation	34,860		26,480		8,380		32	%
General and administrative	12,915		11,483		1,432		12	%
Interest	78,165		55,216		22,949		42	%	(c)
Share-based compensation	12,351		10,031		2,320		23	%	(d)
Gross expenses	138,291		103,210		35,081		34	%
Expenses allocated to the External Investment Manager	(16,089)		(9,613)		(6,476)		67	%	(e)
Total expenses	$	122,202	$	93,597	$	28,605	31	%

____________________

(a)The increase in cash compensation was primarily related to increased incentive compensation accruals, increased base compensation rates and increased headcount to support our growing Investment Portfolio and asset management activities.

(b)The change in the non-cash deferred compensation plan expense was a result of compensation expense recorded in the nine months ended September 30, 2023 resulting from an increase in the fair value of the deferred compensation plan

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assets and corresponding liabilities in the period compared to a deferred compensation benefit recorded resulting from a decrease in such fair values in the corresponding period of 2022.

(c)The increase in interest expense was primarily related to (i) an increased weighted average interest rate on our debt obligations resulting from (a) increased average interest rates on our Credit Facilities due to increases in benchmark index rates and (b) the addition of the SPV Facility and the December 2025 Notes at higher contractual interest rates than debt obligations repaid in the fourth quarter of 2022 and (ii) increased average outstanding borrowings to fund our investment activity and support the growth of our Investment Portfolio.

(d)Share-based compensation increased $2.3 million in the nine months ended September 30, 2023 from the comparable period of the prior year, principally attributable to incentive based grants related to incentive compensation awards for 2022 and the accelerated vesting of certain prior incentive grants.

(e)The increase in expenses allocated to the External Investment Manager was primarily related to (i) increased overall operating costs at Main Street, (ii) an increase in assets under management and (iii) the positive operating results from the assets managed for clients of the External Investment Manager.

Net Investment Income

Net investment income for the nine months ended September 30, 2023 increased 47% to $248.9 million, or $3.07 per share, compared to net investment income of $169.4 million, or $2.31 per share, for the corresponding period of 2022. The increase in net investment income was principally attributable to the increase in total investment income, partially offset by higher operating expenses, both as discussed above. The increase in net investment income per share also reflects the impact of the increase in weighted average shares outstanding for the nine months ended September 30, 2023, primarily due to shares issued since the beginning of the comparable period in prior year through our (i) ATM program and public offering in August 2022, (ii) dividend reinvestment plan and (iii) equity incentive plans. The increase in net investment income on a per share basis includes (i) a $0.14 per share increase in investment income considered less consistent or non-recurring and (ii) an increase in deferred compensation expense of $0.03 per share resulting from the comparable period difference in the fair value of Deferred Compensation Plan assets and corresponding liabilities, both of which are discussed above.

Distributable Net Investment Income

Distributable net investment income for the nine months ended September 30, 2023 increased 48% to $261.9 million, or $3.23 per share, compared with $177.5 million, or $2.42 per share, in the corresponding period of 2022. The increase in distributable net investment income was primarily due to the increased level of total investment income, partially offset by higher operating expenses, excluding the impact of share-based compensation expense and deferred compensation expense (benefit), both as discussed above. The increase in distributable net investment income per share also reflects the impact of the increase in weighted average shares outstanding for the nine months ended September 30, 2023, primarily due to shares issued over the last twelve months as discussed above. The increase in distributable net investment income on a per share basis includes a $0.14 per share increase in investment income considered less consistent or non-recurring, as discussed above.

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Net Realized Gain (Loss) from Investments

The following table provides a summary of the primary components of the total net realized loss on investments of $103.2 million for the nine months ended September 30, 2023.


	Nine Months Ended September 30, 2023
	Full Exits			Partial Exits			Restructures			Other (a)		Total
	Net Gain/(Loss)		# of Investments	Net Gain/(Loss)		# of Investments	Net Gain/(Loss)		# of Investments	Net Gain/(Loss)		Net Gain/(Loss)
	(dollars in thousands)
LMM portfolio	$	(42,056)	2	$	(29,526)	1	$	(3,597)	1	$	159	$	(75,020)
Private Loan portfolio	1,777		3	—		—	(16,303)		1	(156)		(14,682)
Middle Market portfolio	(6,386)		2	—		—	(13,520)		2	(279)		(20,185)
Other Portfolio	—		—	6,629		4	—		—	70		6,699
Short-term portfolio	—		—	—		—	—		—	(35)		(35)
Total net realized gain (loss)	$	(46,665)	7	$	(22,897)	5	$	(33,420)	4	$	(241)	$	(103,223)

____________________

(a)Other activity includes realized gains and losses from transactions involving 23 portfolio companies which are not considered to be significant individually or in the aggregate.

Net Unrealized Appreciation (Depreciation)

The following table provides a summary of the total net unrealized appreciation of $167.1 million for the nine months ended September 30, 2023.


	Nine Months Ended September 30, 2023
	LMM (a)		Private Loan		Middle Market		Other			Total
	(dollars in thousands)
Accounting reversals of net unrealized (appreciation) depreciation recognized in prior periods due to net realized (gains / income) losses recognized during the current period	$	74,267	$	15,836	$	20,265	$	(6,663)		$	103,705
Net unrealized appreciation (depreciation) relating to portfolio investments	58,669		(21,141)		(348)		26,185		(b)	63,365
Total net unrealized appreciation (depreciation) relating to portfolio investments	$	132,936	$	(5,305)	$	19,917	$	19,522		$	167,070

____________________

(a)Includes unrealized appreciation on 38 LMM portfolio investments and unrealized depreciation on 33 LMM portfolio investments.

(b)Other includes (i) $23.2 million of unrealized appreciation relating to the External Investment Manager, (ii) $2.3 million of net unrealized appreciation relating to the Other Portfolio and (iii) $0.7 million of net unrealized appreciation relating to the assets of the Deferred Compensation Plan.

Income Tax Benefit (Provision)

The income tax provision for the nine months ended September 30, 2023 of $23.4 million principally consisted of (i) a deferred tax provision of $18.7 million, which is primarily the result of the net activity relating to our portfolio investments held in our Taxable Subsidiaries, including changes in loss carryforwards, changes in net unrealized appreciation/depreciation and other temporary book-tax differences and (ii) a current tax provision of $4.7 million related to a $2.5 million provision for current U.S. federal and state income taxes and a $2.2 million provision for excise tax on our

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estimated undistributed taxable income. The income tax provision for the nine months ended September 30, 2022 of $17.5 million principally consisted of (i) a deferred tax provision of $13.8 million and (ii) a current tax provision of $3.7 million primarily related to a $2.4 million provision for excise tax on our estimated undistributed taxable income and a $1.3 million provision for current U.S. federal and state income taxes.

Net Increase in Net Assets Resulting from Operations

The net increase in net assets resulting from operations for the nine months ended September 30, 2023 was $289.4 million, or $3.57 per share, compared with $135.3 million, or $1.84 per share, during the nine months ended September 30, 2022. The tables above provide a summary of the reasons for the change in net increase in net assets resulting from operations for the nine months ended September 30, 2023 as compared to the nine months ended September 30, 2022.

LIQUIDITY AND CAPITAL RESOURCES

Cash Flows

For the nine months ended September 30, 2023, we realized a net increase in cash and cash equivalents of $27.9 million, which is the result of $131.6 million of cash provided by our operating activities, partially offset by $103.7 million of cash used in our financing activities.

The $131.6 million of cash provided by our operating activities resulted primarily from (i) cash proceeds totaling $474.6 million from the sales and repayments of debt investments and sales of and return on capital from equity investments and (ii) cash flows that we generated from the operating profits earned totaling $242.7 million, which is our distributable net investment income, excluding the non-cash effects of the accretion of unearned income, payment-in-kind interest income, cumulative dividends and the amortization expense for deferred financing costs, partially offset by cash uses totaling $584.7 million for the funding of new and follow-on portfolio company investments and settlement of accruals for portfolio investments existing as of December 31, 2022.

The $103.7 million of cash used in our financing activities principally consisted of (i) $197.1 million in dividends paid to stockholders of our common stock, (ii) $114.0 million in net repayments from our Credit Facilities, (iii) $5.9 million for purchases of vested restricted stock from employees to satisfy their tax withholding requirements upon the vesting of such restricted stock and (iv) $1.9 million in debt issuance costs, partially offset by (i) $165.2 million in net cash proceeds from equity offerings from our ATM Program (as described below) and direct stock purchase plan and (ii) $50.0 million in cash proceeds from the issuance of additional aggregate principal amount of the December 2025 Notes (as defined below).

Capital Resources

As of September 30, 2023, we had $77.0 million in cash and cash equivalents and $757.0 million of unused capacity under the Credit Facilities which we maintain to support our investment and operating activities. As of September 30, 2023, our NAV totaled $2,370.8 million, or $28.33 per share.

As of September 30, 2023, we had $323.0 million outstanding and $672.0 million of undrawn commitments under the Corporate Facility, and $170.0 million outstanding and $85.0 million of undrawn commitments under our SPV Facility, both of which we estimated approximated fair value. Availability under our Credit Facilities is subject to certain leverage and borrowing base limitations, various covenants, reporting requirements and other customary requirements for similar credit facilities. For further information on our Credit Facilities, including key terms and financial covenants, refer to Note E — Debt included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

In January 2021, we issued $300.0 million in aggregate principal amount of 3.00% unsecured notes due July 14, 2026 (the “July 2026 Notes”). In October 2021, we issued an additional $200.0 million in aggregate principal amount of the July 2026 Notes. The outstanding aggregate principal amount of the July 2026 Notes was $500.0 million as of both September 30, 2023 and December 31, 2022.

In April 2019, we issued $250.0 million in aggregate principal amount of 5.20% unsecured notes due May 1, 2024 (the “May 2024 Notes”). In December 2019 and July 2020, we issued an additional $75.0 million and $125.0 million, respectively, in aggregate principal amount of the May 2024 Notes. The outstanding aggregate principal amount of the May 2024 Notes was $450.0 million as of both September 30, 2023 and December 31, 2022.

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Through the Funds, we have the ability to issue SBIC debentures guaranteed by the SBA at favorable interest rates and favorable terms and conditions. Under existing SBIC regulations, SBA-approved SBICs under common control have the ability to issue debentures guaranteed by the SBA up to a regulatory maximum amount of $350.0 million. Under existing SBA-approved commitments, we had $350.0 million of outstanding SBIC debentures guaranteed by the SBA as of September 30, 2023 through our wholly-owned SBICs, which bear a weighted-average annual fixed interest rate of 3.0%, paid semiannually, and mature ten years from issuance. The first maturity related to our SBIC debentures occurs in March 2024, and the weighted-average remaining duration is 4.9 years as of September 30, 2023. Debentures guaranteed by the SBA have fixed interest rates that equal prevailing 10-year Treasury Note rates plus a market spread and have a maturity of ten years with interest payable semiannually. The principal amount of the debentures is not required to be paid before maturity, but may be pre-paid at any time with no prepayment penalty. We expect to maintain SBIC debentures under the SBIC program in the future, subject to periodic repayments and borrowings, in an amount up to the regulatory maximum amount for affiliated SBIC funds.

In December 2022, we issued $100.0 million in aggregate principal amount of 7.84% Series A unsecured notes due December 23, 2025 (the “December 2025 Notes”). In February 2023, we issued an additional $50.0 million in aggregate principal amount of the December 2025 Notes bearing interest at a fixed rate of 7.53% per year. The outstanding aggregate principal amount of the December 2025 Notes as of September 30, 2023 and December 31, 2022 was $150.0 million and $100.0 million, respectively.

We maintain a program with certain selling agents through which we can sell shares of our common stock by means of at-the-market offerings from time to time (the “ATM Program”). During the nine months ended September 30, 2023, we sold 4,186,856 shares of our common stock at a weighted-average price of $39.84 per share and raised $166.8 million of gross proceeds under the ATM Program. Net proceeds were $165.1 million after commissions to the selling agents on shares sold and offering costs. As of September 30, 2023, there were no share sales transactions that had not yet settled. As of September 30, 2023, 6,275,828 shares remained available for sale under the ATM Program. During the year ended December 31, 2022, we sold 5,407,382 shares of our common stock at a weighted-average price of $39.29 per share and raised $212.4 million of gross proceeds under the ATM Program. Net proceeds were $209.9 million after commissions to the selling agents on shares sold and offering costs.

During the year ended December 31, 2022, we completed a public equity offering of 1,345,500 shares of common stock at a public offering price of $42.85 per share, including the underwriters’ full exercise of their option to purchase 175,500 additional shares, resulting in total net proceeds, including exercise of the underwriters’ option to purchase additional shares and after deducting underwriting discounts and estimated offering expenses payable by us, of approximately $55.1 million.

We anticipate that we will continue to fund our investment activities through existing cash and cash equivalents, cash flows generated through our ongoing operating activities, utilization of available borrowings under our Credit Facilities, and a combination of future issuances of debt and equity capital. Our primary uses of funds will be investments in portfolio companies, operating expenses, cash distributions to holders of our common stock and repayments of note and debenture obligations as they come due.

We periodically invest excess cash balances into marketable securities and idle funds investments. The primary investment objective of marketable securities and idle funds investments is to generate incremental cash returns on excess cash balances prior to utilizing those funds for investment in our LMM, Private Loan and Middle Market portfolio investments. Marketable securities and idle funds investments generally consist of debt investments, independently rated debt investments, certificates of deposit with financial institutions, diversified bond funds and publicly traded debt and equity investments. We may also invest in short-term portfolio investments that are atypical of our LMM, Private Loan and Middle Market portfolio investments in that they are intended to be a short-term deployment of capital and are more liquid than investments within the other portfolios. Short-term portfolio investments consist primarily of investments in secured debt investments and independently rated debt investments.

If our common stock trades below our NAV per share, we will generally not be able to issue additional common stock at the market price, unless our stockholders approve such a sale and our Board of Directors makes certain determinations. We did not seek stockholder authorization to sell shares of our common stock below the then current NAV per share of our common stock at our 2023 Annual Meeting of Stockholders, and have not sought such authorization since 2012, because our common stock price per share has generally traded significantly above the NAV per share of our common stock since 2011. We would therefore need future approval from our stockholders to issue shares below the then current NAV per share.

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In order to satisfy the Code requirements applicable to a RIC, we intend to distribute to our stockholders, after consideration and application of our ability under the Code to carry forward certain excess undistributed taxable income from one tax year into the next tax year, substantially all of our taxable income.

In addition, as a BDC, we generally are required to meet a coverage ratio, or BDC asset coverage ratio, of total assets to total senior securities, which include borrowings and any preferred stock we may issue in the future, of at least 200% (or 150% if certain requirements are met). In January 2008, we received an exemptive order from the SEC to exclude SBA-guaranteed debt securities issued by the Funds and any other wholly-owned subsidiaries of ours which operate as SBICs from the BDC asset coverage ratio which, in turn, enables us to fund more investments with debt capital. In May 2022, our stockholders also approved the application of the reduced BDC asset coverage ratio. As a result, the BDC asset coverage ratio applicable to us decreased from 200% to 150% effective May 3, 2022. As of September 30, 2023, our BDC asset coverage ratio was 248%.

Although we have been able to secure access to additional liquidity, including through the Credit Facilities, public and private debt issuances, leverage available through the SBIC program and equity offerings, there is no assurance that debt or equity capital will be available to us in the future on favorable terms, or at all.

Recently Issued or Adopted Accounting Standards

From time to time, new accounting pronouncements are issued by the FASB or other standards setting bodies that are adopted by us as of the specified effective date. We believe that the impact of recently issued standards and any that are not yet effective will not have a material impact on our consolidated financial statements upon adoption. For a description of recently issued or adopted accounting standards, see Note B.13. — Summary of Significant Accounting Policies — Recently Issued or Adopted Accounting Standards included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

Inflation

Inflation has not historically had a significant effect on our results of operations in any of the reporting periods presented herein. However, our portfolio companies have experienced, specifically including over the last few years, as a result of recent geopolitical events, supply chain and labor issues, and may continue to experience, the increasing impacts of inflation on their operating results, including periodic escalations in their costs for labor, raw materials and third-party services and required energy consumption. These issues and challenges related to inflation are receiving significant attention from our investment teams and the management teams of our portfolio companies as we work to manage these growing challenges. Prolonged or more severe impacts of inflation to our portfolio companies could continue to affect their operating profits and, thereby, increase their borrowing costs, and as a result negatively impact their ability to service their debt obligations and/or reduce their available cash for distributions. In addition, these factors could have a negative effect on the fair value of our investments in these portfolio companies. The combined impacts therefrom in turn could negatively affect our results of operations.

Off-Balance Sheet Arrangements

We may be a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financial needs of our portfolio companies. These instruments include commitments to extend credit and fund equity capital and involve, to varying degrees, elements of liquidity and credit risk in excess of the amount recognized in the Consolidated Balance Sheets. At September 30, 2023, we had a total of $325.3 million in outstanding commitments comprised of (i) 85 investments with commitments to fund revolving loans that had not been fully drawn or term loans with additional commitments not yet funded and (ii) 12 investments with equity capital commitments that had not been fully called.

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Contractual Obligations

As of September 30, 2023, the future fixed commitments for cash payments in connection with our July 2026 Notes, the May 2024 Notes, SBIC debentures, the December 2025 Notes, and rent obligations under our office lease for each of the next five years and thereafter are as follows:


	2023		2024		2025		2026		2027		Thereafter		Total
	(dollars in thousands)
July 2026 Notes	$	—	$	—	$	—	$	500,000	$	—	$	—	$	500,000
Interest due on July 2026 Notes	—		15,000		15,000		15,000		—		—		45,000
May 2024 Notes	—		450,000		—		—		—		—		450,000
Interest due on May 2024 Notes	11,700		11,700		—		—		—		—		23,400
SBIC debentures	—		63,800		—		—		75,000		211,200		350,000
Interest due on SBIC debentures	—		9,119		8,146		8,146		7,429		14,644		47,484
December 2025 Notes	—		—		150,000		—		—		—		150,000
Interest due on December 2025 Notes	5,803		11,605		11,637		—		—		—		29,045
Operating Lease Obligation (1)	194		1,020		1,115		1,135		1,155		7,674		12,293
Total	$	17,697	$	562,244	$	185,898	$	524,281	$	83,584	$	233,518	$	1,607,222

____________________

(1)Operating Lease Obligation means a rent payment obligation under a lease classified as an operating lease and disclosed pursuant to ASC 842, as may be modified or supplemented.

As of September 30, 2023, we had $323.0 million in borrowings outstanding under our Corporate Facility, and the Corporate Facility is scheduled to mature in August 2027. As of September 30, 2023, we had $170.0 million in borrowings outstanding under our SPV Facility, and the SPV Facility is scheduled to mature in November 2027.

Related Party Transactions and Agreements

We have entered into agreements and transactions with the External Investment Manager, MSC Income, the Private Loan Fund and the Private Loan Fund II, whereby we have made debt and equity investments and receive certain fees, expense reimbursements and investment income. See Note D — External Investment Manager and Note L — Related Party Transactions included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q for additional information regarding these related party transactions and agreements.

In addition, we have a deferred compensation plan, whereby non-employee directors and certain key employees may defer receipt of some or all of their cash compensation and directors’ fees, subject to certain limitations. See Note L — Related Party Transactions included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q for additional information regarding the deferred compensation plan.

Recent Developments

In October 2023, we expanded our total commitments under the SPV Facility from $255.0 million to $430.0 million in separate transactions with two new lender relationships. The commitment increases were executed under the accordion feature of the SPV Facility.

In October 2023, we declared a supplemental cash dividend of $0.275 per share payable in December 2023. This supplemental cash dividend is in addition to the previously announced regular monthly cash dividends that we declared for the fourth quarter of 2023 of $0.235 per share for each of October, November and December 2023 or total monthly cash dividends of $0.705 per share for the quarter. Total dividends declared for the fourth quarter of 2023 equal $0.98 per share, representing a 28.9% increase over the total dividends paid in the fourth quarter of 2022.

In October 2023, we declared regular monthly dividends of $0.24 per share for each of January, February and March of 2024. These regular monthly dividends equal a total of $0.72 per share for the first quarter of 2024, representing

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a 6.7% increase from the regular monthly dividends paid in the first quarter of 2023. Including the regular monthly and supplemental dividends declared for the fourth quarter of 2023 and first quarter of 2024 we will have paid $39.535 per share in cumulative dividends since our October 2007 initial public offering.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are subject to financial market risks, including changes in interest rates, and changes in interest rates may affect both our interest expense on the debt outstanding under our Credit Facilities and our interest income from portfolio investments. Our risk management systems and procedures are designed to identify and analyze our risk, to set appropriate policies and limits and to continually monitor these risks. Our investment income will be affected by changes in various interest rate indices, including LIBOR, SOFR and Prime rates, to the extent that any debt investments include floating interest rates. See Risk Factors—Risks Related to our Investments — The interest rates of some of our investments are priced using a spread over LIBOR, which will be phased out in the future., Risk Factors — Risks Related to our Business and Structure — We are subject to risks associated with the interest rate environment and changes in interest rates will affect our cost of capital, net investment income and the value of our investments. and Risk Factors — Risks Related to Leverage — Because we borrow money, the potential for gain or loss on amounts invested in us is magnified and may increase the risk of investing in us. included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 for more information regarding risks associated with our debt investments and borrowings that utilize LIBOR, SOFR or Prime as a reference rate.

The majority of our debt investments are made with either fixed interest rates or floating rates that are subject to contractual minimum interest rates for the term of the investment. As of September 30, 2023, 70% of our debt Investment Portfolio (at cost) bore interest at floating rates, 91% of which were subject to contractual minimum interest rates. As of September 30, 2023, 75% of our debt obligations bore interest at fixed rates. Our interest expense will be affected by changes in the published SOFR rate in connection with our Credit Facilities; however, the interest rates on our outstanding July 2026 Notes, May 2024 Notes, SBIC Debentures and December 2025 Notes which collectively comprise the majority of our outstanding debt, are fixed for the life of such debt. As of September 30, 2023, we had not entered into any interest rate hedging arrangements. Due to our limited use of derivatives, we have claimed an exclusion from the definition of the term “commodity pool operator” under the Commodity Exchange Act and, therefore, are not subject to registration or regulation as a pool operator under such Act. The Company operates as a “limited derivatives user” under Rule 18f-4 under the 1940 Act.

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The following table shows the approximate annualized increase or decrease in the components of net investment income due to hypothetical base rate changes in interest rates, assuming no changes in our investments and borrowings as of September 30, 2023.


Basis Point Change	Increase (Decrease) in Interest Income		(Increase) Decrease in Interest Expense		Increase (Decrease) in Net Investment Income		Increase (Decrease) in Net Investment Income per Share
	(dollars in thousands, except per share amounts)
(200)	$	(41,863)	$	9,860	$	(32,003)	$	(0.38)
(175)	(36,630)		8,628		(28,002)		(0.33)
(150)	(31,397)		7,395		(24,002)		(0.29)
(125)	(26,164)		6,163		(20,001)		(0.24)
(100)	(20,931)		4,930		(16,001)		(0.19)
(75)	(15,699)		3,698		(12,001)		(0.14)
(50)	(10,466)		2,465		(8,001)		(0.10)
(25)	(5,233)		1,233		(4,000)		(0.05)
25	5,233		(1,233)		4,000		0.05
50	10,466		(2,465)		8,001		0.10
75	15,699		(3,698)		12,001		0.14
100	20,931		(4,930)		16,001		0.19
125	26,164		(6,163)		20,001		0.24
150	31,397		(7,395)		24,002		0.29
175	36,630		(8,628)		28,002		0.33
200	41,863		(9,860)		32,003		0.38

Although we believe that this analysis is indicative of the impact of interest rate changes to our Net Investment Income as of September 30, 2023, the analysis does not take into consideration future changes in the credit market, credit quality or other business or economic developments that could affect our Net Investment Income. Accordingly, we can offer no assurances that actual results would not differ materially from the analysis above. The hypothetical results assume that all LIBOR, SOFR and Prime rate changes would be effective on the first day of the period. However, the contractual LIBOR, SOFR and Prime rate reset dates would vary throughout the period. The majority of our investments are based on contracts which reset quarterly, while our Credit Facilities reset monthly. The hypothetical results would also be impacted by the changes in the amount of debt outstanding under our Credit Facilities (with an increase (decrease) in the debt outstanding under the Credit Facilities resulting in an (increase) decrease in the hypothetical interest expense).

Item 4. Controls and Procedures

As of the end of the period covered by this quarterly report on Form 10-Q, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer, Chief Financial Officer, Chief Compliance Officer and Chief Accounting Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act). Based on that evaluation, our Chief Executive Officer, Chief Financial Officer, Chief Compliance Officer and Chief Accounting Officer have concluded that our current disclosure controls and procedures are effective in timely alerting them of material information relating to us that is required to be disclosed in the reports we file or submit under the Exchange Act. There have been no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings

We may, from time to time, be involved in litigation arising out of our operations in the normal course of business or otherwise. Furthermore, third parties may seek to impose liability on us in connection with the activities of our portfolio companies. While the outcome of any current legal proceedings cannot at this time be predicted with certainty, we do not expect any current matters will materially affect our financial condition or results of operations; however, there can be no assurance whether any pending legal proceedings will have a material adverse effect on our financial condition or results of operations in any future reporting period.

Item 1A. Risk Factors

You should carefully consider the risks described below and all other information contained in this Quarterly Report on Form 10-Q, including our interim consolidated financial statements and the related notes thereto, before making a decision to purchase our securities. The risks and uncertainties described below are not the only ones facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may have a material adverse effect on our business, financial condition and/or operating results, as well as the market price of our securities.

In addition to the other information set forth in this report, you should carefully consider the risk factors described in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 that we filed with the SEC on February 24, 2023 and in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 that we filed with the SEC on May 5, 2023, which could materially affect our business, financial condition and/or operating results.

There are no material changes to the risk factors as previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2023.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the three months ended September 30, 2023, we issued 200,150 shares of our common stock under our dividend reinvestment plan. These issuances were not subject to the registration requirements of the Securities Act of 1933, as amended. The aggregate value of the shares of common stock issued during the three months ended September 30, 2023, under the dividend reinvestment plan was $8.1 million.

Upon vesting of restricted stock awarded pursuant to our employee equity compensation plan, shares may be withheld to meet applicable tax withholding requirements. Any withheld shares are treated as common stock purchases by the Company in our consolidated financial statements as they reduce the number of shares received by employees upon vesting (see “Purchase of vested stock for employee payroll tax withholding” in the Consolidated Statements of Changes in Net Assets for share amounts withheld).

Item 5. Other Information

ATM Program

Effective November 3, 2023, we and Comerica Securities, Inc. (“Comerica”) agreed to terminate the equity distribution agreement, dated March 3, 2022, between us and Comerica. Following such termination, Truist Securities, Inc., RBC Capital Markets, LLC, Raymond James & Associates, Inc. and B. Riley Securities, Inc. serve as the sales agents in the ATM Program.

Insider Trading Arrangements and Policies

During the fiscal quarter ended September 30, 2023, neither us, or any of our directors or officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

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Item 6. Exhibits

Listed below are the exhibits which are filed as part of this report (according to the number assigned to them in Item 601 of Regulation S-K):


Exhibit Number						Description of Exhibit
10.1						Lender Joinder Agreement, dated October 5 , 2023, by and among Western Alliance Bank, as additional lender and syndication agent, Truist Bank, as administrative agent, and MSCC Funding I, LLC, as the borrower (previously filed as Exhibit 10.1 to Main Street Capital Corporation’s Current Report on Form 8-K filed on October 12 , 2023 (File No. 1-33723)).
10.2						Lender Joinder Agreement, dated October 12 , 2023, by and among EverBank, N.A., as additional lender , Truist Bank, as administrative agent, and MSCC Funding I, LLC, as the borrower (previously filed as Exhibit 10.1 to Main Street Capital Corporation’s Current Report on Form 8-K filed on October 1 3 , 2023 (File No. 1-33723)).
31.1						Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
31.2						Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
32.1						Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
32.2						Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
101						The following financial information from our Quarterly Report on Form 10-Q for the third quarter of fiscal year 2023, filed with the SEC on November 3, 2023, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) the Consolidated Balance Sheets at September 30, 2023 and December 31, 2022, (ii) the Consolidated Statements of Operations for the three and nine months ended September 30, 2023 and 2022, (iii) the Consolidated Statements of Changes in Net Assets for the periods ended September 30, 2023 and 2022, (iv) the Consolidated Statements of Cash Flows for the nine months ended September 30, 2023 and 2022, (v) the Consolidated Schedule of Investments for the periods ended September 30, 2023 and December 31, 2022, (vi) the Notes to Consolidated Financial Statements and (vii) the Consolidated Schedule 12-14 for the nine months ended September 30, 2023 and 2022.





104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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 thereunto duly authorized.


			Main Street Capital Corporation

			/s/ DWAYNE L. HYZAK
Date: November 3, 2023			Dwayne L. Hyzak
			Chief Executive Officer
			(principal executive officer)

			/s/ JESSE E. MORRIS
Date: November 3, 2023			Jesse E. Morris
			Chief Financial Officer and Chief Operating Officer
			(principal financial officer)

			/s/ RYAN R. NELSON
Date: November 3, 2023			Ryan R. Nelson
			Chief Accounting Officer
			(principal accounting officer)

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