Main Street Capital Corporation Definitive proxy statements

Pay vs Performance Disclosure, Table


									Value of Initial Fixed $100 Investment Based on:
Year	Summary Compensation Table Total for PEO(1)		Compensation Actually Paid to PEO(2)		Average Summary Compensation Table Total for Non-PEO NEOs(1)		Average Compensation Actually Paid to Non-PEO NEOs(1)(2)		Company Total Shareholder Return(3)		S&P BDC Index Total Shareholder Return(3)		Net Income(4) ($ in thousands)		Distributable Net Investment Income Before Taxes(5) ($ in thousands)
2025	$	8,837,682	$	9,791,029	$	4,459,981	$	4,951,919	$	274.81	$	104.03	$	493,398	$	390,021
2024	8,182,844		11,219,287		4,348,702		6,000,944		248.31		120.79		508,080		374,969
2023	7,758,680		9,123,226		5,325,044		6,326,314		168.69		115.90		428,447		356,788
2022	7,081,320		6,541,799		5,186,419		4,769,633		131.56		102.05		241,606		257,522
2021	5,028,757		6,258,742		2,923,779		3,775,525		148.18		125.12		330,762		194,742

Company Selected Measure Name

istributable net investment income (“DNII”) before taxes (“DNII Before Taxes”), which

Named Executive Officers, Footnote

The principal executive officer (“PEO”) and the non-PEO NEOs for each year are as follows:

a.PEO: Dwayne L. Hyzak

b.non-PEO NEOs: in 2025 and 2024 were David L. Magdol, Jesse E. Morris, Jason B. Beauvais and Ryan R. Nelson; in 2023 and 2022 were David L. Magdol, Jesse E. Morris and Jason B. Beauvais; and in 2021 were David L. Magdol, Jesse E. Morris, Jason B. Beauvais and Brent D. Smith.

PEO Total Compensation Amount

$ 8,837,682

$ 8,182,844

$ 7,758,680

$ 7,081,320

$ 5,028,757

PEO Actually Paid Compensation Amount

$ 9,791,029

11,219,287

9,123,226

6,541,799

6,258,742

Adjustment To PEO Compensation, Footnote

Amounts are the result of a calculation that begins with the Summary Compensation Table total compensation (“SCT Total”) in the given year with certain adjustments prescribed by the SEC rules (“Compensation Actually Paid”). The following table provides a reconciliation of SCT Total with Compensation Actually Paid for the fiscal year ended December 31, 2025:


Name	Year	SCT Total		SCT Stock Awards		Fair Value of Stock Awards Granted in the Covered Year		Change in Fair Value of Unvested Stock Awards from Prior Years		Fair Value of Stock Awards Granted and Vested in the Covered Year		Change in Fair Value of Stock Awards from Prior Years that Vested in the Covered Year		Fair Value of Stock Awards Forfeited		Value of Dividends on Unvested Stock Awards		Compensation Actually Paid
PEO	2025	$	8,837,682	$	(4,283,748)	$	4,481,904	$	151,291	$	—	$	(64,836)	$	—	$	668,736	$	9,791,029
NEO Average	2025	4,459,981		(2,059,969)		2,155,259		82,523		—		(35,198)		—		349,323		4,951,919

Non-PEO NEO Average Total Compensation Amount

$ 4,459,981

4,348,702

5,325,044

5,186,419

2,923,779

Non-PEO NEO Average Compensation Actually Paid Amount

$ 4,951,919

6,000,944

6,326,314

4,769,633

3,775,525

Adjustment to Non-PEO NEO Compensation Footnote


Name	Year	SCT Total		SCT Stock Awards		Fair Value of Stock Awards Granted in the Covered Year		Change in Fair Value of Unvested Stock Awards from Prior Years		Fair Value of Stock Awards Granted and Vested in the Covered Year		Change in Fair Value of Stock Awards from Prior Years that Vested in the Covered Year		Fair Value of Stock Awards Forfeited		Value of Dividends on Unvested Stock Awards		Compensation Actually Paid
PEO	2025	$	8,837,682	$	(4,283,748)	$	4,481,904	$	151,291	$	—	$	(64,836)	$	—	$	668,736	$	9,791,029
NEO Average	2025	4,459,981		(2,059,969)		2,155,259		82,523		—		(35,198)		—		349,323		4,951,919

Compensation Actually Paid vs. Total Shareholder Return

The graph below reflects the relationship between Compensation Actually Paid to our PEO and non-PEO NEOs and Total Shareholder Return for the Company and the S&P BDC Index:

Compensation Actually Paid vs. Net Income

The graph below reflects the relationship between Compensation Actually Paid to our PEO and non-PEO NEOs and Net Income and DNII Before Taxes:

Compensation Actually Paid vs. Company Selected Measure

The graph below reflects the relationship between Compensation Actually Paid to our PEO and non-PEO NEOs and Net Income and DNII Before Taxes:

Total Shareholder Return Vs Peer Group

The graph below reflects the relationship between Compensation Actually Paid to our PEO and non-PEO NEOs and Total Shareholder Return for the Company and the S&P BDC Index:

Tabular List, Table

As described above, restrictions imposed by the 1940 Act restrict the Compensation Committee’s ability to use nondiscretionary or formulaic Company performance goals or criteria to determine executive incentive compensation. However, the Committee considers several financial performance metrics, along with other factors including operational goals and individual performance criteria, in determining the appropriate compensation for our NEOs. Subject to the foregoing restrictions imposed by the 1940 Act, in our assessment, the following list of performance measures represent the most important performance measures used to link Compensation Actually Paid to our NEOs, for the most recently completed fiscal year, to our performance:

•return on equity percentage (based upon the net increase in net assets from operations, or Net Income, as included in the graph above);

•DNII Before Taxes, which is NII as determined in accordance with U.S. GAAP, excluding the impact of non-cash compensation expenses, which includes both share based compensation expenses and deferred compensation expense or benefit, and any tax expenses included in NII;

•total dividends paid to stockholders;

•net realized gain or loss; and

•net unrealized appreciation or depreciation.

Total Shareholder Return Amount

$ 274.81

248.31

168.69

131.56

148.18

Peer Group Total Shareholder Return Amount

104.03

120.79

115.90

102.05

125.12

Net Income (Loss)

$ 493,398,000

$ 508,080,000

$ 428,447,000

$ 241,606,000

$ 330,762,000

Company Selected Measure Amount

390,021,000

374,969,000

356,788,000

257,522,000

194,742,000

PEO Name

Dwayne L. Hyzak

Additional 402(v) Disclosure

Amounts represent the value of a hypothetical $100 investment beginning at market close on the last trading day of 2020, assuming reinvestment of all dividends (“Total Shareholder Return”).

Other key metrics considered by the Compensation Committee when determining the appropriate compensation for NEOs include gross and net investment activity, net origination activities, growth and performance of our asset management business, maintenance of liquidity and capital flexibility and individual contributions to corporate objectives.

Measure:: 1

Non-GAAP Measure Description

istributable net investment income (“DNII”) before taxes (“DNII Before Taxes”), which is net investment income (“NII”) as determined in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”), excluding the impact of non-cash compensation expenses and any tax expenses included in NII. We believe that presenting DNII Before Taxes is useful and appropriate supplemental disclosure for analyzing our financial performance since (i) non-cash compensation expenses do not result in a net cash impact to us upon settlement and (ii) tax expenses included in NII may include (a) excise tax expense, which is not solely attributable to NII, and (b) deferred taxes, which are not payable in the current period. However, DNII Before Taxes is a non-U.S. GAAP measure and should not be considered as a replacement for NII, NII before taxes 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 NII in accordance with U.S. GAAP to DNII Before Taxes is detailed in our annual report on Form 10-K for the year ended December 31, 2025 (for the years ended December 31, 2025 and 2024). The amounts presented for earlier periods represent DNII, as our presentation of NII in prior periods did not include any tax expenses. Reconciliations of NII in accordance with U.S. GAAP to DNII for earlier periods are included in our previously filed annual reports on Form 10-K for the years ended December 31, 2022 (for the year ended December 31, 2021) and December 31, 2023 (for the years ended December 31, 2023 and 2022).

PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table

PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested

$ (4,283,748)

PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested

4,481,904

PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year

151,291

PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year

PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year

(64,836)

PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year

Non-PEO NEO | Measure:: 1

$ 668,736

Non-PEO NEO | Measure:: 2

return on equity percentage (based upon the net increase in net assets from operations, or Net Income, as included in the graph above)

Non-PEO NEO | Measure:: 3

DNII Before Taxes, which is NII as determined in accordance with U.S. GAAP, excluding the impact of non-cash compensation expenses, which includes both share based compensation expenses and deferred compensation expense or benefit, and any tax expenses included in NII

Non-PEO NEO | Measure:: 4

total dividends paid to stockholders

Non-PEO NEO | Measure:: 5

net realized gain or loss