Main Street Capital Corporation Quarterly report [Sections 13 or 15(d)]

Quarterly report [Sections 13 or 15(d)]

SHARE-BASED COMPENSATION

SHARE-BASED COMPENSATION

3 Months Ended

Mar. 31, 2026

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, 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’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 March 31, 2026, is as follows:


Restricted stock authorized under the plan			5,000,000
Less net restricted stock granted			(1,490,034)
Restricted stock available for issuance as of March 31, 2026			3,509,966

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 March 31, 2026, 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 March 31, 2026			285,545

For the three months ended March 31, 2026 and 2025, Main Street recognized total share-based compensation expense of $5.1 million and $4.8 million, respectively, related to the restricted stock issued to Main Street employees and non-employee directors.

Summarized restricted stock award activity for the three months ended March 31, 2026 is as follows:


	Three Months Ended March 31, 2026
	Number		Weighted-Average Grant-Date Fair Value
Restricted Stock Awards:	of Shares		(per share)
Non-vested, December 31, 2025	995,208		$	50.15
Granted (1)	23,880		58.62
Vested (1)(2)	—		—
Forfeited	(8,485)		50.75
Non-vested, March 31, 2026	1,010,603		$	50.35
Aggregate intrinsic value as of March 31, 2026 (in thousands) (3)	$	53,522

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

(2)No restricted shares vested during the three months ended March 31, 2026.

(3)Aggregate intrinsic value is the product of total non-vested restricted shares as of March 31, 2026 and $52.96 per share, the closing price of Main Street’s common stock on March 31, 2026.

As of March 31, 2026, there was $30.0 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 March 31, 2026.