Main Street Capital Corporation Annual report [Section 13 and 15(d), not S-K Item 405]

Annual report [Section 13 and 15(d), not S-K Item 405]

SHARE-BASED COMPENSATION

SHARE-BASED COMPENSATION

12 Months Ended

Dec. 31, 2025

Share-Based Payment Arrangement [Abstract]

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 or five-year period from the grant date. The fair value is expensed over the service period, starting on the grant date. A summary of 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 December 31, 2025 is as follows:


Restricted stock authorized under the plan			5,000,000
Less net restricted stock granted			(1,474,397)
Restricted stock available for issuance as of December 31, 2025			3,525,603

Main Street’s Board of Directors approves the issuance of shares of restricted stock to Main Street non-employee directors pursuant to the Main Street Capital Corporation 2022 Non-Employee Director Restricted Stock Plan. These shares are granted upon appointment or election of non-employee directors to 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. A summary of the restricted stock issuances approved by Main Street’s Board of Directors under the 2022 Non-Employee Director Restricted Stock Plan, net of shares forfeited, if any, and the remaining shares of restricted stock available for issuance as of December 31, 2025 is as follows:


Restricted stock authorized under the plan			300,000
Less net restricted stock granted			(14,455)
Restricted stock available for issuance as of December 31, 2025			285,545

For the years ended December 31, 2025, 2024 and 2023, Main Street recognized total share-based compensation expense of $21.4 million, $18.8 million and $16.5 million, respectively, related to the restricted stock issued to Main Street employees and non-employee directors.

Summarized RSA activity for the year ended December 31, 2025 is as follows:


	Year Ended December 31, 2025
	Number		Weighted-Average Grant-Date Fair Value
Restricted Stock Awards (RSAs):	of Shares		(per share)
Non-vested, December 31, 2024	1,039,417		$	43.62
Granted (1)	457,557		57.72
Vested (1)(2)	(473,147)		43.03
Forfeited	(28,619)		51.49
Non-vested, December 31, 2025	995,208		$	50.15
Aggregate intrinsic value as of December 31, 2025 (in thousands) (3)	$	60,101

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

(2)Vested shares included 182,350 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 December 31, 2025 and $60.39 per share, the closing price of Main Street’s common stock on December 31, 2025.

The total grant-date fair value of RSAs that vested during the years ended December 31, 2025, 2024 and 2023, was $20.4 million, $16.6 million and $15.6 million, respectively.

As of December 31, 2025, there was $34.1 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 2.5 years as of December 31, 2025.