DEF 14A of Main Street Capital CORP, Mar 23, 2026

DEF 14A of Main Street Capital CORP

Filed Mar 23, 2026 · FY20250001396440-26-000020

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Each member of our Board serves until the next annual meeting of stockholders and until his or her respective successor is duly elected and qualifies. Currently, our Board has seven members, of whom five are not “interested persons,” as defined in the Investment Company Act of 1940 (the “1940 Act”), of Main Street. The 1940 Act requires that our Board be composed of a majority of members who are not “interested persons” of Main Street. In addition, the New York Stock Exchange (“NYSE”) Listed Company Manual requires that we maintain a majority of independent directors on the Board and provides that a director of a business development company, like us, shall be considered to be independent if he or she is not an “interested person,” as defined in the 1940 Act, of the business development company. The term of office of all directors will expire at this year’s Annual Meeting. On the recommendation of the Nominating and Corporate Governance Committee and the nomination of our Board, each of the seven nominees named below, all of whom are presently members of our Board, will stand for re-election as directors at the Annual Meeting. Unless otherwise directed, the persons named as proxies on the enclosed proxy card intend to vote “FOR” the election of the nominees. If any nominee should become unable to serve or, for good cause, will not serve as a director, the shares will be voted for such substitute nominee as may be proposed by our Board. However, we are not aware of any circumstances that would prevent any of the nominees from serving. Set forth below is certain information (as of the Record Date) with respect to the nominees for election as directors. In addition to the information presented below regarding each nominee’s specific experience, qualifications, attributes and skills that led our Board to the conclusion that he or she should serve as a director, we also believe that all of our director nominees have a reputation for integrity, honesty and adherence to high ethical standards. They each have demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to Main Street and our Board. The business address of each nominee listed below is 1300 Post Oak Boulevard, 8th Floor, Houston, Texas 77056.

  2. Nominees

    Nominees

  3. Nominees

    | Name and Principal Occupation | Age | Director Since | | Independent Directors | | | | J. Kevin Griffin | 54 | 2011 | | Mr. Griffin serves as the Senior Vice President of Finance for UPMC, one of the world’s leading integrated healthcare delivery systems with approximately $30 billion in annual revenue. Headquartered in Pittsburgh, UPMC primarily serves residents across the Commonwealth of Pennsylvania, western New York and northwestern Maryland, but also draws patients for highly specialized services from across the nation and around the world. UPMC serves as both a provider and insurer, owning and operating over 40 hospitals and 800 clinical locations, and offering a variety of insurance products that cover approximately 4.2 million lives. Prior to joining UPMC in January 2024, Mr. Griffin was the Chief Strategy Officer for MaineHealth since 2022 and the Senior Vice President of Financial Planning & Analysis at Novant Health from 2012 until 2022. Before embarking on his career in healthcare, Mr. Griffin was a career investment banker who worked for several notable firms including Lazard Ltd, JPMorgan, Bank of America and several boutique firms. Mr. Griffin’s investment banking experience consists primarily of executing and originating mergers and acquisitions and corporate finance transactions. We believe Mr. Griffin is qualified to serve on our Board because of his extensive finance and valuation experience, his various executive roles within the healthcare industry, and his substantive background in working with middle market companies in an M&A and advisory capacity. | | |

  4. Nominees

    | Name and Principal Occupation | Age | Director Since | | John E. Jackson | 67 | 2013 | | Mr. Jackson served as the President and Chief Executive Officer of CSI Compressco LP (formerly NASDAQ: CCLP), a provider of compression services and equipment for natural gas and oil production, gathering, transportation, processing and storage from 2021 until April 2024. Mr. Jackson previously served as the President and Chief Executive Officer of Spartan Energy Partners, which acquired the general partner of CSI Compressco in January 2021 before becoming a subsidiary of CSI Compressco through a restructuring transaction in November 2021. He has also been a director of Seitel, Inc., a privately owned provider of onshore seismic data to the oil and gas industry in North America, since August 2007. He previously served as a director of Basic Energy Services, Inc. (formerly NYSE: BAS), a provider of wellsite services in the United States to oil and natural gas drilling and producing companies, from December 2016 until December 2021, and was a member of the compensation committee and the chair of the audit committee of Basic Energy Services, Inc. He previously served as a director of CNX Midstream Partners, LP, formerly known as CONE Midstream Partners, LP (formerly NYSE: CNXM), a master limited partnership that owns and operates natural gas gathering and other midstream energy assets in the Marcellus Shale in Pennsylvania and West Virginia, from January 2015 until its sale in September 2020, and was a member of its audit committee during that time. Mr. Jackson was Chairman, Chief Executive Officer and President of Price Gregory Services, Inc., a pipeline-related infrastructure service provider in North America, from February 2008 until its sale in October of 2009. He served as a director of Hanover Compressor Company, now known as Exterran Corporation (formerly NYSE: EXTN) and Archrock, Inc. (NYSE: AROC), from July 2004 until May 2010. Mr. Jackson also served as Hanover’s President and Chief Executive Officer from October 2004 to August 2007 and as Chief Financial Officer from January 2002 to October 2004. He also serves on the board of several nonprofit organizations. We believe Mr. Jackson’s qualifications to serve on our Board include his extensive background in executive and director roles of public and private companies. | | | | Brian E. Lane | 68 | 2015 | | Mr. Lane has served as Chief Executive Officer of Comfort Systems USA, Inc. (NYSE: FIX), a leading provider of commercial, industrial and institutional heating, ventilation and air conditioning and electrical services, since December 2011 and as a director of Comfort Systems since November 2010. Mr. Lane served as Comfort Systems’ President and Chief Executive Officer from December 2011 to January 2026 and President and Chief Operating Officer from March 2010 until December 2011. Mr. Lane joined Comfort Systems in October 2003 and served as Vice President and then Senior Vice President for Region One until he was named Executive Vice President and Chief Operating Officer in January 2009. Prior to joining Comfort Systems, Mr. Lane spent fifteen years at Halliburton Company (NYSE: HAL), a global service and equipment company devoted to energy, industrial, and government customers. During his tenure at Halliburton, he held various positions in business development, strategy and project initiatives, and he departed as the Regional Director of Europe and Africa. Mr. Lane’s additional experience included serving as a Regional Director of Capstone Turbine Corporation (formerly NASDAQ: CPST), a distributed power manufacturer. He also was a Vice President of Kvaerner, an international engineering and construction company, where he focused on the chemical industry. Mr. Lane earned a Bachelor of Science in Chemistry from the University of Notre Dame and his MBA from Boston College. We believe Mr. Lane is qualified to serve on our Board because of his background in executive and director roles of public and private companies and his extensive knowledge of the construction and industrial services industries. | | |

  5. Nominees

    | Name and Principal Occupation | Age | Director Since | | Dunia A. Shive | 65 | 2020 | | Ms. Shive served as Chief Executive Officer and President of Belo Corp. (formerly NYSE: BLC), a media company that owned several television stations, from 2008 until its acquisition by Gannett Co., Inc. in 2013. After the acquisition, Ms. Shive served as Senior Vice President of TEGNA Inc., formerly Gannett Co., Inc. (NYSE: TGNA, formerly GCI), a broadcast and digital media company, until retiring in 2017. She joined Belo Corp. in 1993 and served in a variety of leadership positions during her tenure, including Chief Financial Officer. Ms. Shive has served on the boards of directors of Kimberly-Clark Corporation (NYSE: KMB), a global manufacturer of branded tissue and personal care products, since May 2019, and Trinity Industries, Inc. (NYSE: TRN), a leading provider of rail transportation products and services in North America, since March 2014. She serves (i) as the chair of the audit committee of Kimberly-Clark Corporation’s board of directors and (ii) on the corporate governance and directors nominating committee, the finance and risk committee, and as the chair of the audit committee of Trinity Industries, Inc.’s board of directors. Ms. Shive also serves as a Trustee of the Downtown Dallas Parks Conservancy. From 2021 to 2025, she served on the board of directors of DallasNews Corporation (formerly NASDAQ: DALN), the leading local news and information publishing company in Texas, where she served on the compensation and management development committee and as the chair of the nominating and corporate governance committee. From 2014 to 2018, she was a director of Dr Pepper Snapple Group, Inc., now known as Keurig Dr Pepper Inc. (NYSE: KDP, formerly DPS). From 2009 to 2015, she served on the board of directors of the Associated Press, where she served as chair of the audit committee from 2011 to 2015. From 2008 to 2013, she served on the board of directors of Belo Corp. We believe Ms. Shive is qualified to serve on our Board because of her extensive leadership experience as president, chief executive officer and chief financial officer of a public company, financial acumen from her chief financial officer and public accounting experience and broad public company board experience. | | | | Stephen B. Solcher | 65 | 2015 | | Mr. Solcher served as the Senior Vice President of Finance and Business Operations and Chief Financial Officer of BMC Software, Inc., a privately held company that is a global leader in software solutions, from August 2005 until October 2020, and as executive advisor from October 2020 until retiring in October 2021. Previously, Mr. Solcher served as BMC’s Treasurer and Vice President of Finance. He joined BMC in September 1991 as Assistant Treasurer and became Treasurer the following year. During Mr. Solcher’s tenure, BMC grew from nearly $130 million in annual revenue to $2.2 billion in annual revenue in 2013, its last year operating as a public company. In addition to leading many M&A transactions as Chief Financial Officer, Mr. Solcher was instrumental in BMC’s transition from being a publicly traded company to becoming a privately held company in 2013. Prior to joining BMC, he was employed by Arthur Andersen as a certified public accountant. Mr. Solcher also serves on the development board of the Mays Business School at Texas A&M University and has served on the board of numerous nonprofit organizations. He was recognized by Institutional Investor magazine as part of the “All American Executive Team” in 2010 and 2012 and by Houston Business Journal as 2012 Best CFO — Large Public Company. We believe Mr. Solcher’s qualifications to serve on our Board include his thorough knowledge of the information technology and software industries and his accounting, finance and M&A experience as a chief financial officer of a large public and private company qualifying him to be an audit committee financial expert. | | |

  6. Nominees

    | Name and Principal Occupation | Age | Director Since | | Interested Directors | | | | Messrs. Foster and Hyzak are interested persons, as defined in the 1940 Act, due to their current and previous positions at Main Street. | | | | Vincent D. Foster | 69 | 2007 | | Mr. Foster has served as Chairman of our Board since 2007. Mr. Foster previously served as our Chief Executive Officer from 2007 until 2018 and also served as our President from 2012 until 2015, as Executive Chairman from 2018 until 2021 and as senior advisor from 2022 until 2024. He has also been a member of our investment committee since its formation in 2007, serving as a non-employee member since 2024, and was a member of our executive committee from its formation in 2015 until 2021. Mr. Foster served as a founding director of Quanta Services, Inc. (NYSE: PWR), a provider of specialty contracting services to the power, natural gas and telecommunications industries from its IPO in 1998 until 2025, where he also served on the audit committee and investment committee. He also served as a director of U.S. Concrete, Inc. (formerly NASDAQCM: USCR) from 1999 until 2010, Carriage Services, Inc. (NYSE: CSV) from 1999 until 2011, MSC Income Fund, Inc. (“MSC Income”) (NYSE: MSIF), a publicly traded business development company that is managed by MSC Adviser I, LLC (the “External Investment Manager”), our wholly owned portfolio company and a registered investment adviser, from 2012 until 2013 and Team, Inc. (NYSE: TISI) from 2005 until 2017. In addition, Mr. Foster served as a founding director of the Texas TriCities Chapter of the National Association of Corporate Directors from 2004 until 2011. Mr. Foster, a certified public accountant, had a 19-year career with Arthur Andersen, where he was a partner from 1988 until 1997. Mr. Foster was the director of Arthur Andersen’s Corporate Finance and Mergers and Acquisitions practice for the Southwest United States and specialized in working with companies involved in consolidating their respective industries. Mr. Foster co-founded and from 1997 until December 2021 acted as co-managing partner and in other senior executive positions of several Main Street predecessor funds and entities, which are now subsidiaries of ours. We believe Mr. Foster is qualified to serve on our Board because of his intimate knowledge of our business and operations, along with his comprehensive experience on other public boards of directors and his extensive experience in tax, accounting, mergers and acquisitions, corporate governance and finance. | | | | Dwayne L. Hyzak | 53 | 2018 | | Mr. Hyzak is our Chief Executive Officer and a member of our Board. Mr. Hyzak also serves as a member of our executive and investment committees. He has served as our Chief Executive Officer and as a member of our Board since 2018 and as a Senior Managing Director since 2011. Mr. Hyzak previously served in several other executive roles from 2011 until 2018, including as our President (2015 until 2018), Chief Operating Officer (2014 until 2018), Chief Financial Officer (2011 until 2014) and in other senior executive positions at Main Street prior to 2011. Prior to our IPO in 2007, Mr. Hyzak served as a Senior Managing Director and in other executive positions of several Main Street predecessor funds and entities, which are now our subsidiaries. Mr. Hyzak joined Main Street in 2002, becoming one of the founding members of the firm. Since 2020, Mr. Hyzak has also served as the Chief Executive Officer and Chairman of the Board of Directors of MSC Income. Prior to joining Main Street, Mr. Hyzak was a Director of Acquisitions and Integration with Quanta Services, Inc. (NYSE: PWR), which provides specialty contracting services to the power, natural gas and telecommunications industries, where he was principally focused on Quanta’s mergers and acquisitions and corporate finance activities. Previously, Mr. Hyzak was a Manager at Arthur Andersen LLP in its Transaction Advisory Services group. Mr. Hyzak currently serves on the Board of Directors of Child Advocates, a non-profit organization that trains and supports advocates to serve the interests of abused or neglected children in the greater Houston area. We believe Mr. Hyzak is qualified to serve on our Board because of his long tenure in leadership roles at Main Street, currently as Chief Executive Officer and previously as President and Chief Operating Officer, in which roles he has successfully led our lower middle market investment activities, and also previously as Chief Financial Officer, along with his extensive experience in investing and managing investments in lower middle market and middle market companies, mergers and acquisitions, corporate finance, tax and accounting. | | |

  7. Nominees

    Since this is an uncontested election, directors will be elected by a majority of the votes cast at the Annual Meeting, in person or by proxy, such that a nominee for director will be elected to the Board if the votes cast FOR the nominee’s election exceed the votes cast AGAINST such nominee’s election. Abstentions and broker non-votes are not counted as votes cast for purposes of the election of directors and, therefore, will have no effect on the outcome of such election. Even if a nominee is not re-elected, he or she will remain in office as a director until the earlier of the acceptance by the Board of his or her resignation or his or her removal. Each of the current director nominees has signed a letter of resignation that will be effective if the nominee is not re-elected at the Annual Meeting and the Board accepts his or her resignation following the meeting. If a nominee is not re-elected, the Board will decide whether to accept the director’s resignation in accordance with the procedures listed in our Corporate Governance and Stock Ownership Guidelines, which are available at www.mainstcapital.com under “Governance — Governance Documents” in the “Investors” section of our website. THE BOARD RECOMMENDS YOU VOTE “FOR” EACH OF THE NOMINEES NAMED IN THIS PROXY STATEMENT.

  8. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS The following table sets forth the compensation that we paid during the year ended December 31, 2025 to our non-employee directors. Directors who are also employees of Main Street or any of our subsidiaries did not receive compensation for their services as directors in 2025.

  9. Director Compensation Table

    Director Compensation Table

  10. Director Compensation Table

    | Name | Fees Earned or Paid in Cash(1) | | Stock Awards(2) | | Total | | | J. Kevin Griffin | | 247,500 | | 30,002 | | 277,502 | | John E. Jackson | 275,000 | | 30,002 | | 305,002 | | | Brian E. Lane | 232,500 | | 30,002 | | 262,502 | | | Dunia A. Shive | 222,500 | | 30,002 | | 252,502 | | | Stephen B. Solcher | 242,500 | | 30,002 | | 272,502 | | | Vincent D. Foster | 380,000 | | 30,002 | | 410,002 | |

  11. Director Compensation Table

    ______________________ (1)Non-employee directors may elect to defer a portion of their annual cash retainers under the Main Street Capital Corporation Deferred Compensation Plan (the “Deferred Compensation Plan”). Amounts deferred under the Deferred Compensation Plan are 100% vested and earn a return based on the returns on certain investment alternatives permitted under the Deferred Compensation Plan, including phantom Main Street stock units, as designated by the participant. The following table sets forth information regarding the activity during 2025 related to the accounts of our non-employee directors under the Deferred Compensation Plan:

  12. Director Compensation Table

    | Name | Aggregate Balance at December 31, 2024 | | 2025 Director Contributions | | 2025 Company Contributions | 2025 Aggregate Earnings (Loss) | | 2025 Aggregate Withdrawals/ Distributions | Aggregate Balance at December 31, 2025 | | | J. Kevin Griffin | | 2,659,339 | | 85,000 | — | | 339,552 | — | | 3,083,892 | | John E. Jackson | 2,431,550 | | 80,000 | | — | 300,927 | | — | 2,812,477 | | | Brian E. Lane | 1,811,104 | | 85,000 | | — | 229,064 | | — | 2,125,167 | | | Dunia A. Shive | 941,995 | | 90,000 | | — | 128,010 | | — | 1,160,004 | | | Stephen B. Solcher | 2,080,111 | | 25,000 | | — | 249,020 | | — | 2,354,131 | | | Vincent D. Foster | 2,541,790 | | 380,000 | | — | 317,641 | | — | 3,239,431 | |

  13. Director Compensation Table

    (2)Each of Ms. Shive and Messrs. Griffin, Jackson, Lane, Solcher and Foster received an award of 565 restricted shares on May 5, 2025 under the Main Street Capital Corporation 2022 Non-Employee Director Restricted Stock Plan (the “Non-Employee Director Plan”), which will vest 100% on May 4, 2026, the day of the Annual Meeting since the prior day is not a business day, provided that the grantee has been in continuous service as a member of the Board through such date. These amounts represent the grant date fair value of the 2025 stock awards in accordance with FASB ASC Topic 718 based on the closing price of our common stock on the date of grant. Dividends paid on restricted stock awards are reflected in the grant date fair value and, therefore, are not shown in the table. Pursuant to SEC rules, the amounts shown exclude the impact of any estimated forfeitures related to service-based vesting conditions. These amounts may not correspond to the actual value that will be recognized by our directors upon vesting. Each of Ms. Shive and Messrs. Griffin, Jackson, Lane, Solcher and Foster had 565 unvested shares of restricted stock outstanding as of December 31, 2025. Please see the discussion of the assumptions made in the valuation of these awards in Note J to the audited consolidated financial statements included in the annual report accompanying this proxy statement. The compensation for non-employee directors for 2025 was comprised of cash compensation paid to or earned by directors in connection with their service as a director. That cash compensation consisted of an annual retainer of $200,000 and an additional $45,000 retainer for the Lead Independent Director. Mr. Foster also received an additional $180,000 retainer for his role as Chairman of the Board and for his participation as a non-employee member of our investment committee. Non-employee directors do not receive fees based on meetings attended absent circumstances that require an exceptionally high number of meetings within an annual period. We also reimburse our non-employee directors for all reasonable expenses incurred in connection with their service on our Board. The Chairs and members of our Board committees received additional annual retainers for 2025 as follows: •the Chair of the Audit Committee: $37,500; •members of the Audit Committee other than the Chair: $17,500; •the Chair of the Compensation Committee: $25,000; •members of the Compensation Committee other than the Chair: $12,500; •the Chair of the Nominating and Corporate Governance Committee: $20,000; and •members of the Nominating and Corporate Governance Committee other than the Chair: $10,000. The Non-Employee Director Plan provides a means through which we may attract and retain qualified non-employee directors to enter into and remain in service on our Board. Under the Non-Employee Director Plan, at the beginning of each one-year term of service on our Board, each non-employee director receives a number of shares equivalent to $30,000 based on the closing price of a share of our common stock on the NYSE (or other exchange on which our shares are then listed) on the date of grant. These shares are subject to forfeiture provisions that will lapse as to an entire award at the end of the one-year term. Under the Deferred Compensation Plan, non-employee directors and certain key employees may defer receipt of some or all of their cash compensation, subject to certain limitations. Individuals participating in the Deferred Compensation Plan receive distributions of their respective balances based on predetermined payout schedules or other events as defined by the Deferred Compensation Plan and are also able to direct investments made on their behalf among investment alternatives permitted from time to time under the Deferred Compensation Plan, including phantom Main Street stock units for which shares of our common stock will be issued upon distribution. Amounts deferred into the Deferred Compensation Plan by the plan participants discussed above are 100% vested when contributed into the Deferred Compensation Plan, but are subject to market risk in connection with the investment alternatives elected by the participants. For the beneficial ownership of our common stock by each of our directors and the dollar range value of such ownership, please see “Security Ownership of Certain Beneficial Owners and Management” beginning on page 37.

  14. OFFICERS

    OFFICERS Our officers serve at the discretion of our Board. The following persons serve as our officers in the following capacities (information as of the Record Date):

  15. OFFICERS

    | Name | Age | Position(s) Held | | Dwayne L. Hyzak(1)(2) | 53 | Member of the Board and Chief Executive Officer | | David L. Magdol(1)(2) | 55 | President and Chief Investment Officer | | Jesse E. Morris(2) | 58 | Executive Vice President and Chief Operating Officer | | Jason B. Beauvais(2) | 50 | Executive Vice President, General Counsel and Secretary | | Ryan R. Nelson | 43 | Chief Financial Officer and Treasurer | | Nicholas T. Meserve | 46 | Managing Director | | Ryan H. McHugh | 49 | Vice President, Chief Accounting Officer and Assistant Treasurer | | Kristin L. Rininger | 45 | Chief Compliance Officer and Deputy General Counsel |

  16. OFFICERS

    ______________________ (1) Member of our investment committee. Mr. Foster, Chairman of the Board, also serves on the investment committee in his capacity as a non-employee committee member. The investment committee is responsible for all aspects of our investment processes, including approval of investments. (2) Executive officer and member of our executive committee. The executive committee consults with and advises our Chief Executive Officer on significant firm-wide operational and strategic priorities. For more information on Mr. Hyzak, Member of the Board and Chief Executive Officer, see his biographical information under “Election of Directors” above. David L. Magdol is our President and Chief Investment Officer. Mr. Magdol also serves as a member of our executive and investment committees. He has served as our President since 2018 and as Chief Investment Officer and Senior Managing Director since 2011. He has responsibility for the firm’s overall investment strategy and serves as group head of our lower middle market investment strategy. Mr. Magdol previously served as Vice Chairman from 2015 to 2018 and in other senior executive positions at Main Street. Prior to our IPO in 2007, Mr. Magdol served as a Senior Managing Director and in other executive positions for several Main Street predecessor funds and entities, which are now our subsidiaries. Mr. Magdol joined Main Street in 2002, becoming one of the founding members of the firm. Since 2020, Mr. Magdol has also served as the President and Chief Investment Officer of MSC Income. Prior to joining Main Street, Mr. Magdol was a Vice President in the investment banking group at Lazard Freres & Co. Prior to joining Lazard, he managed a portfolio of private equity investments for the McMullen Group, a private investment firm/family office capitalized by Dr. John J. McMullen, the former owner of the New Jersey Devils and the Houston Astros. Mr. Magdol began his career in the structured finance services group of JP Morgan Chase. Jesse E. Morris is our Executive Vice President and Chief Operating Officer. Mr. Morris also serves as a member of our executive committee. He has served as Executive Vice President and Chief Operating Officer since joining Main Street in 2019 and as a Senior Managing Director since 2020. He has management responsibility over the firm’s internal operations, and in his role as a Senior Managing Director on our lower middle market investment team Mr. Morris is responsible for originating and executing new investments for the firm. Mr. Morris’s responsibilities also include managing a portfolio of lower middle market investments where he is an active board member and assists those portfolio companies with various strategic initiatives, capital raises and M&A activity. Mr. Morris also served as our Chief Financial Officer from 2021 until 2024. Since 2020, Mr. Morris has also served as the Executive Vice President and Chief Operating Officer of MSC Income. Prior to joining Main Street, Mr. Morris served in various roles of increasing responsibility with Quanta Services, Inc. (NYSE: PWR), including most recently as Executive Vice President – Finance and President – Infrastructure Solutions, where he oversaw the accounting, treasury, tax and financial planning and analysis activities and led Quanta’s public-private partnership (P3) concession and private infrastructure investment activities. Prior to joining Quanta, Mr. Morris served in various financial and accounting positions of increasing responsibility with Sysco Corporation (NYSE: SYY), including as Vice President and Chief Financial Officer – Foodservice Operations and Vice President of Finance and Chief Financial Officer – Broadline Operations. Mr. Morris began his career as a certified public accountant and was an Experienced Manager at Arthur Andersen LLP. Jason B. Beauvais is our Executive Vice President, General Counsel and Secretary. Mr. Beauvais also serves as a member of our executive committee. Mr. Beauvais has served as General Counsel and Secretary since joining Main Street in 2008 and as Executive Vice President since 2021. He has management responsibility over the firm’s legal, compliance and technology functions. Mr. Beauvais also served as our Chief Compliance Officer from 2012 until 2024. Since 2020, Mr. Beauvais has also served as General Counsel and Secretary of MSC Income and as Executive Vice President since 2021. Prior to joining Main Street, Mr. Beauvais was an attorney with Occidental Petroleum Corporation (NYSE: OXY), an international oil and gas exploration and production company. Mr. Beauvais began his legal career practicing corporate and securities law at Baker Botts L.L.P., where he primarily counseled companies in public issuances and private placements of debt and equity and handled a wide range of general corporate and securities matters as well as mergers and acquisitions. In addition, he is a member of the Board of Directors of the Houston Arboretum & Nature Center, a non-profit urban nature sanctuary. Ryan R. Nelson, a certified public accountant, is our Chief Financial Officer and Treasurer and has served in these roles since 2024. He previously served as our Vice President, Chief Accounting Officer and Assistant Treasurer from 2023 until 2024 and as Vice President of Finance from 2022 until 2023. Prior to joining Main Street, Mr. Nelson spent four years with Conn’s, Inc. (formerly NASDAQ: CONN), a furniture, mattress, electronics and appliance store chain, where he worked in several leadership roles, including Vice President and Chief Accounting Officer. On July 23, 2024, Conn’s and certain of its subsidiaries filed for voluntary protection under Chapter 11 of the Bankruptcy Code. Prior to joining Conn’s, Mr. Nelson spent seven years with EnLink Midstream Partners (formerly NYSE: ENLC), a midstream energy services company, where he worked in several leadership roles in their accounting group. Mr. Nelson began his career at KPMG LLP. Nicholas T. Meserve is a Managing Director on our private credit investment team and has served in this role since joining Main Street in 2012. Mr. Meserve also serves as group head of our private credit investment strategy, where he leads the team’s efforts in sourcing, originating and executing new investments for the firm, as well as managing our portfolio of private loan and middle market investments. Since 2020, Mr. Meserve has also served as a Managing Director of MSC Income and previously served on MSC Income’s Board of Directors from 2016 until 2020. Prior to joining Main Street, Mr. Meserve was at Highland Capital Management, LP, a large alternative credit manager, and certain of its affiliates, where he managed a portfolio of senior loans and high yield bonds across a diverse set of industries. Prior to Highland, he was a Credit Analyst at JP Morgan Chase & Co. Ryan H. McHugh, a certified public accountant, is our Vice President and Chief Accounting Officer and has served in these roles since 2024. He previously served as our Vice President of Finance from May until August 2024. Since 2024, Mr. McHugh has also served as Vice President and Chief Accounting Officer of MSC Income. Prior to joining Main Street, Mr. McHugh spent eight years with Academy Sports + Outdoors, Inc. (NASDAQ: ASO) where he worked in several leadership roles including Vice President and Corporate Controller. Prior to joining Academy, Mr. McHugh held various accounting and leadership roles at Glori Energy Inc. (formerly NASDAQ: GLRI) and Stewart Title Company (NYSE: STC). Mr. McHugh began his career at Grant Thornton LLP in the assurance practice. Mr. McHugh graduated from the University of Texas at Austin with a B.A. in Economics and holds a Master’s degree in Accounting from the University of Texas at San Antonio.

  17. OFFICERS

    Kristin L. Rininger is our Chief Compliance Officer and Deputy General Counsel and has served in these roles since 2024. Ms. Rininger has also served as Chief Compliance Officer and Deputy General Counsel of MSC Income since 2024. Prior to joining Main Street, Ms. Rininger was a Senior Director at ACA Group from June until August 2024 after spending four years as a Director and BDC Team Lead at Optima Partners, a leading financial industry regulatory and compliance consulting firm. Prior to Optima Partners, she spent six years as a corporate and securities attorney at the law firm of Eversheds Sutherland (US) LLP, primarily handling legal, regulatory and compliance matters for business development company clients.

  18. Independent Compensation Consultant

    Independent Compensation Consultant The Compensation Committee has from time to time engaged independent compensation consultants to assist the Committee and provide advice on a variety of compensation matters relating to NEO, other key employee and independent director compensation, incentive compensation plans and compensation trends, best practices and regulatory matters. Any such compensation consultants are hired by and report directly to the Compensation Committee. Although compensation consultants may work directly with management on behalf of the Compensation Committee, any such work is under the control and supervision of the Compensation Committee. The Compensation Committee engaged Johnson Associates, Inc. (“Johnson”) as an independent compensation consultant during 2024 to assist with benchmarking of, and to provide general advice with respect to, executive and director retention and compensation. Neither Johnson nor any of its affiliates provided any other services to us or any of our affiliates during 2024 or 2025 other than MSC Income, to whom Johnson also provided general advice with respect to director retention and compensation. The Compensation Committee considered, among other things, the following factors when selecting Johnson to provide compensation consulting services and in evaluating its independence: (i) Johnson does not provide any other services to us, (ii) the amount of fees Johnson received from us, noting in particular that such fees are negligible when considered in the context of Johnson’s total revenues for the period, (iii) Johnson’s policies and procedures concerning conflicts of interest, (iv) there are no other business or personal relationships between our management or members of the Compensation Committee, on the one hand, and any Johnson representatives who provide compensation consulting services to us, on the other hand, and (v) neither Johnson nor any of the Johnson representatives who provide compensation consulting services to us own any of our securities.

  19. Assessment of Market Data

    Assessment of Market Data In assessing the competitiveness of executive compensation levels, the Compensation Committee analyzes market data of certain companies, including other internally managed business development companies, or BDCs, private equity firms, private credit firms, and other asset management and financial services companies, particularly those companies with responsibility for managing an externally managed BDC. This analysis focuses on key elements of compensation practices in general, and more specifically, the compensation practices at companies and firms reasonably comparable in asset size, typical investment size and type, market capitalization and general business scope as compared to the Company. With respect to other internally managed BDCs like us, the Compensation Committee considers the compensation practices and policies pertaining to executive officers as detailed in their company’s respective proxies, research analysts’ reports and other publicly available information. However, there are relatively few internally managed BDCs and none that are directly comparable to us as regards business strategies (particularly our lower middle market investment strategy), assets under management, including for external parties through the External Investment Manager, typical investment size and type and market capitalization. Moreover, regarding the compensation and retention of executive talent, we also compete with asset management firms that manage private equity funds, private credit funds, hedge funds and other types of specialized investment funds. Since a significant number of these firms are generally private companies that are not required to publicly disclose their executive compensation practices and policies, the Committee relies on compensation consultants and surveys as well as other available information to compare compensation practices and policies. Items taken into account from comparable companies and firms include, but are not necessarily limited to, base compensation, bonus compensation, stock option awards, restricted stock awards, carried interest and other equity- or cash-based compensation. In addition to actual levels of cash and equity related compensation, the Compensation Committee also considers other approaches comparable companies are taking with regard to overall executive compensation practices. Such items include, but are not necessarily limited to, the use of employment agreements for certain employees, the mix of cash and equity compensation, the use of compensation consultants and certain corporate and executive performance measures that are established to achieve longer term total return for stockholders. Finally, in addition to analyzing comparable companies and firms, the Committee also evaluates the relative cost structure of the Company as compared to the entire BDC sector, including internally and externally managed BDCs, as well as other private funds.

  20. Annual Cash Bonuses

    Annual Cash Bonuses Annual cash bonuses are intended to reward individual performance on an annual basis and can therefore vary from year to year. Cash bonus awards for our NEOs are determined by the Compensation Committee on a discretionary basis based on performance criteria, particularly our dividend performance as well as corporate and individual performance goals and other measures established by the Committee with our Chief Executive Officer’s input (except with respect to his own performance criteria). Should actual performance exceed expected performance criteria, the Committee may adjust individual cash bonuses to take such superior performance into account. Likewise, should actual performance fall below expected performance criteria, the Committee may adjust individual cash bonuses to take such inferior performance into account.

  21. Long-Term Incentive Awards

    Long-Term Incentive Awards Our Board and stockholders approved the 2022 Equity and Incentive Plan to provide stock-based awards as long-term incentive compensation to employees, including our NEOs. We use stock-based awards to (i) attract and retain key employees, (ii) motivate employees by means of performance-related incentives to achieve long-range performance goals, (iii) enable employees to participate in our long-term growth in value and (iv) link employees’ compensation to the long-term interests of stockholders. At the time of each award, the Compensation Committee will determine the terms of the award, including any performance period (or periods) and any performance objectives relating to vesting of the award. Restricted Stock. We have received exemptive relief from the SEC that permits us to grant restricted stock in exchange for or in recognition of services by our executive officers, including our NEOs, and other employees. Pursuant to the 2022 Equity and Incentive Plan, the Compensation Committee may award shares of restricted stock to plan participants in such amounts and on such terms as the Committee determines in its sole discretion, provided that such awards are consistent with the conditions set forth in the SEC’s exemptive order. Each restricted stock grant will be for a fixed number of shares as set forth in an award agreement between the grantee and Main Street. Award agreements will set forth time and/or performance vesting schedules and other appropriate terms and/or restrictions with respect to awards, including rights to dividends and voting rights. The Committee generally awards restricted stock to employees, including NEOs, which generally vests in equal increments over a three- or five-year time frame based on continued service during the vesting period. Options. The Compensation Committee may also grant stock options to purchase our common stock (including incentive stock options and nonqualified stock options). The Committee expects that any options granted will represent a fixed number of shares of common stock, will have an exercise price equal to the fair market value of common stock on the date of grant, and will become exercisable, or “vested,” at some later time after grant. Certain stock options may provide for vesting based on the grantee remaining employed by Main Street for a period of time and/or the grantee and/or Main Street attaining specified performance criteria. To date, the Committee has not granted stock options to any NEO. For a discussion of our policies related to employee and director hedging of economic risk of owning our securities, please see “Security Ownership of Certain Beneficial Owners and Management” beginning on page 37.

  22. Potential Payments Upon Change in Control or Termination of Employment

    Potential Payments Upon Change in Control or Termination of Employment Unless the terms of an award provide otherwise, in the event of a specified transaction involving a “change in control” (as defined in the 2022 Equity and Incentive Plan) in which there is an acquiring or surviving entity, the Board may provide for the assumption of some or all outstanding awards, or for the grant of substitute awards, by the acquirer or survivor. In the event no such assumption or substitution occurs, each stock-based award, subject to its terms, will become fully vested or exercisable prior to the change in control on a basis that gives the holder of the award a reasonable opportunity, as determined by the Board, to participate as a stockholder in the change in control following vesting or exercise. The award will terminate upon consummation of the change in control. Transactions involving a “change in control” under the 2022 Equity and Incentive Plan include the following, other than where our stockholders continue to have substantially the same proportionate ownership in an entity which owns substantially all of Main Street’s assets immediately following such transaction: •a single person or entity or group of persons and/or entities, other than Main Street, any of our employee benefit plans, a company owned by our stockholders in substantially the same proportions as their ownership in Main Street or an underwriter temporarily holding securities pursuant to an offering by us, becomes the beneficial owner of more than 30% of the combined voting power of our voting securities then outstanding; •a change in the membership of the Board such that the individuals who, as of the effective date of the 2022 Equity and Incentive Plan, constitute the Board (the “Continuing Directors”), and any new director whose election or nomination to the Board was approved by a vote of at least a majority of the Continuing Directors, cease to constitute at least a majority of the Board; •a merger, reorganization or business combination of Main Street or one of our subsidiaries with or into any other entity, other than where the holders of our voting securities outstanding immediately before such transaction would represent immediately thereafter more than a majority of the combined voting power of the voting securities of Main Street or the surviving entity or the parent of such surviving entity; •a sale or disposition of all or substantially all of our assets, other than where the holders of our voting securities outstanding immediately before such transaction hold securities immediately thereafter which represent more than a majority of the combined voting power of the voting securities of the acquirer or the parent of such acquirer of such assets; or •Our stockholders approve a plan of complete liquidation or dissolution of Main Street. Our restricted stock awards also provide that (i) upon a participant’s death or disability (as defined in the award agreement), the unvested shares of restricted stock will fully vest, and (ii) upon a participant’s involuntary termination without cause or voluntary termination with good reason (each as defined in the award agreement), a portion of the unvested shares of restricted stock will vest. The number of shares and value of unvested restricted stock for each NEO as of December 31, 2025 that would have vested under the acceleration scenarios described above is shown under “Compensation of Executive Officers — Outstanding Equity Awards at Fiscal Year-End.” In addition, NEOs who participate in the Deferred Compensation Plan could receive a distribution of their balances in the Deferred Compensation Plan in connection with certain transactions involving a change in control or their death, disability or termination of employment, depending on their distribution elections under the Deferred Compensation Plan. The aggregate balance in the Deferred Compensation Plan of each NEO as of December 31, 2025 is shown under “Compensation of Executive Officers — Nonqualified Deferred Compensation.” Other than the accelerated vesting of restricted stock and compensation previously earned and deferred by NEOs under the Deferred Compensation Plan, we are not currently obligated to make any payments to our NEOs in the event of a change in control or any of the aforementioned causes of termination of employment.

  23. Annual Cash Incentive Bonus

    Annual Cash Incentive Bonus Cash bonuses are determined annually by the Compensation Committee and are based on individual and corporate performance objectives coupled with Committee discretion as appropriate. The 2025 performance criteria used for determining the cash bonuses for NEOs included, among other things, the following: •significant overperformance of corporate financial objectives for 2025 versus both budget and historical periods, including very favorable performance on several key financial metrics, including (i) significant total investment income, DNII Before Taxes (defined below), DNII (defined below) and NII (defined below), (ii) significant outperformance versus budget for each of DNII Before Taxes, DNII and NII on a per share basis, (iii) very favorable levels of fair value increases on the investment portfolio, resulting in material net fair value appreciation (and including material amounts of both net realized gains and net unrealized appreciation), significant annual net income (or net increase in net assets from operations) and meaningful net asset value (“NAV”) per share growth and (iv) very favorable net income return on equity; •significant increases in the value delivered to our stockholders in 2025 through the combination of significant increases in the monthly dividends and maintenance of the supplemental dividends paid to stockholders during 2025, increased monthly dividends and maintained supplemental dividends declared for the first quarter of 2026 and significant growth in the our NAV per share; •significant overperformance of long-term corporate objectives, particularly those related to our long-term goals of: •maintaining and growing monthly dividends, and generating DNII Before Taxes in excess of such monthly dividends, •delivering superior financial results while maintaining a conservative leverage profile and overall capital structure and an industry leading low total operating expense structure, •maintaining our two existing investment grade ratings, and •strategically accessing the debt and equity capital markets to maintain our conservative leverage profile and overall capital structure, while also allowing for the continued future growth of our investment portfolio; •favorable levels of return on asset performance, including investment income and net fair value changes (including both realized gains and losses and unrealized appreciation and depreciation), from our lower middle market and private loan investment strategies; •contributions to the continued growth of our asset management business through the External Investment Manager, and strong performance of the funds and assets managed for third parties by the External Investment Manager; •individual performance and achievement of individual goals, as well as the contribution to corporate objectives; •maintaining liquidity and capital flexibility, and when appropriate working to increase such liquidity and capital flexibility, to accomplish our business objectives and mitigate the potential impacts of unexpected economic volatility; •maintaining the highest ethical standards, internal controls and adherence to regulatory requirements; and •appropriate and planned development of personnel. We paid cash bonuses to our NEOs for 2025 performance in recognition of our very favorable financial results and operating performance and each NEO’s significant contributions to Main Street’s performance. The Compensation Committee considered a number of major achievements and other positive and negative factors when evaluating the cash bonuses paid to our NEOs for 2025. The net result of these considerations resulted in (i) cash bonuses paid to our NEOs that were relatively consistent with the cash bonuses paid in the prior two years, with both the current year and prior two years significantly increased when compared to other historical periods, and (ii) total cash bonuses paid to our employees that were also relatively consistent with the cash bonuses paid in the prior two years and increased in comparison to other historical periods. In particular, cash bonuses paid to our NEOs for 2025 performance included recognition of our ability to generate very favorable results on several key current year metrics, as discussed above, while also maintaining focus on achieving our long-term goals, resulting in continued growth on a combined basis of our lower middle market and private loan investment portfolios, while decreasing our middle market investment portfolio consistent with our stated initiative, and driving significant improvements to our business operations and in our capital structure and liquidity position. Other positive factors considered by the Compensation Committee included: •continued growth of our lower middle market investment portfolio, including record gross investment activity which significantly exceeded our 2025 annual goals and results in prior periods; •significant realized gains in our lower middle market and private loan investment portfolios; •strong financial performance and the achievement of several key goals at MSC Income, the publicly traded business development company managed by the External Investment Manager, including achieving an option for a full liquidity event for MSC Income’s stockholders by listing its common stock on the New York Stock Exchange in connection with a follow-on public offering, which were both finalized in 2025, continued growth of MSC Income’s private loan and lower middle market investment portfolios, maintaining regular quarterly dividends and periodic supplemental dividends paid to MSC Income’s stockholders during 2025 and declared for the first quarter of 2026, and growth in MSC Income’s NAV per share; •positive performance of MS Private Loan Fund I, LP (“Fund I”) and MS Private Loan Fund II, LP (“Fund II” and, together with Fund I, the “Private Loan Funds”), each a private investment fund managed by the External Investment Manager; •continued focus on increasing the portion of our investment portfolio comprised of our lower middle market and private loan investment strategies; •continued decrease of our middle market investment portfolio, consistent with our stated initiative and goal to deemphasize this strategy over the last few years and fully exit the remaining middle market investment portfolio in the future; •significant progress on several of our key long-term strategic initiatives established by management and reviewed periodically by the Compensation Committee and the Board; •continuation of our focus on and improvement of employee retention, charitable and volunteering involvement and other community focused aspects of our business; •growth of our investment management team through the hiring and integration of several key additions and internal promotions of long-tenured employees; •continuation of, and improvement on, our low total operating expense structure in comparison to peer organizations; •maintenance of investment grade ratings from Fitch Ratings and Standard & Poor’s Ratings Services; •efficient use of our at-the-market, or ATM, equity offerings to issue equity as needed while maintaining a conservative leverage ratio; •extension and expansion of our corporate credit facility and special purpose vehicle financing facility to increase the tenor and total commitments under each facility and also decrease the interest rate on each facility; •issuance of incremental investment grade notes (completed in August 2025) to further diversify our capital structure, provide additional liquidity to repay existing debt securities that are approaching maturity, more appropriately stagger the maturity dates of such notes and increase our liquidity; and •development of talented personnel. Negative factors considered by the Compensation Committee included: •realized losses incurred on certain investments;

  24. Annual Cash Incentive Bonus

    •higher than desired amounts of our investments on non-accrual status on a cost and fair value basis during the year; •higher than desired amounts of non-cash (paid-in-kind interest and dividends) investment income •lower than expected private loan portfolio investments relative to our 2025 annual goals and actual results in prior periods; and •increased level of employee turnover. While each of these factors represents a negative outcome in comparison to our original goals and expectations for 2025, the impacts overall were deemed to be less significant than the positive factors noted above due to the facts that (i) the realized losses were primarily related to investments in portfolio companies that experienced underperformance in prior years and on which a meaningful portion of the actual fair value impact of such underperformance and the resulting negative impacts to our net income had been incurred and recognized in prior years, resulting in limited impact in 2025 relative to the total amount of realized losses and in comparison to the size of our overall investment portfolio and net income results for the year, (ii) investments on non-accrual status did not represent a significant percentage of our total investment portfolio, (iii) non-cash investment income did not represent a significant percentage of our total investment income, (iv) the overall markets for new investments in our private loan investment strategy was determined to be down in 2025 more significantly than our shortfall in this investment strategy relative to our expectations and (v) increased employee turnover was substantially offset by our prompt recruiting, hiring and onboarding of new personnel and other strategic initiatives designed to reduce employee turnover in the future. The Compensation Committee did not weight these achievements or the positive and negative factors and used discretion in determining the cash bonus amount allocated to each executive. In summary, the performance of our NEO group and management team overall was consistently at a high level in 2025 resulting in excellent financial results and operating performance. The amount of cash bonus paid to each NEO for 2025 is presented under the caption entitled “Compensation of Executive Officers — Summary Compensation Table.” The Committee believes that these cash bonus awards are individually appropriate based on 2025 performance. Such cash bonuses comprise a key component of our overall compensation program.

  25. Long-Term Incentive Awards

    Long-Term Incentive Awards We granted restricted shares to our NEOs in 2025 to recognize individual contributions to corporate strategic priorities and to the long-term performance of Main Street. Other objectives of restricted stock awards were to assist with retention, align NEO interests with stockholder interests and to provide competitive total direct compensation. Contributions to our future success include expanded roles of NEOs within the Company, recruitment and development of personnel, advancement of strategic initiatives with benefits beyond the current year, development of appropriate capital structure alternatives and enhancement of our reputation with key constituents. The number and value of restricted shares granted to each NEO in 2025 is presented under the caption entitled “Compensation of Executive Officers — Grants of Plan-Based Awards.” The Committee is currently assessing the potential for long-term incentive compensation through grants of restricted shares to our NEOs for 2026, which are expected to be awarded in April 2026.

  26. Risk Management and Compensation Policies and Practices

    Risk Management and Compensation Policies and Practices We believe that risks arising from our compensation policies and practices for our employees are not reasonably likely to have a material adverse effect on us. In addition, the Compensation Committee believes that the mix and design of the elements of executive compensation do not encourage management to assume excessive risks. The Compensation Committee has reviewed the elements of executive compensation to determine whether any portion of executive compensation encourages excessive risk taking and concluded: •compensation is allocated among base salary and short- and long-term compensation opportunities in such a way as to not encourage excessive risk-taking; •significant weighting towards long-term incentive compensation discourages short-term risk taking; •executive goals are appropriately established across several key metrics and criteria in order to avoid an outcome where the failure to achieve any individual target would result in a large percentage loss of compensation; •clawback features applicable to incentive compensation and restricted stock grants ensure that we are appropriately protected from any event that would trigger a clawback obligation; and •multi-year vesting of restricted stock coupled with stock ownership guidelines properly account for the time horizon of risks. Finally, in addition to the factors described above, incentive compensation decisions include subjective considerations that restrain the influence of formulae or objective-driven determinations that might lead to excessive risk taking.

  27. Summary Compensation Table

    Summary Compensation Table

  28. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus(1) | Stock Awards(2) | All Other Compensation(3) | Total | | Dwayne L. Hyzak | 2025 | $759,375 | $3,750,000 | $4,283,748 | $44,559 | $8,837,682 | | Member of the Board and Chief Executive Officer | 2024 | 726,250 | 3,750,000 | 3,663,748 | 42,846 | 8,182,844 | | | 2023 | 691,250 | 3,600,000 | 3,218,240 | 249,190 | 7,758,680 | | David L. Magdol | 2025 | $640,000 | $2,700,000 | $3,099,391 | $21,549 | $6,460,940 | | President and Chief Investment Officer | 2024 | 618,750 | 2,700,000 | 2,925,931 | 20,645 | 6,265,326 | | | 2023 | 592,500 | 2,900,000 | 2,787,469 | 19,970 | 6,299,939 | | Jesse E. Morris | 2025 | $625,000 | $2,300,000 | $2,973,388 | $20,750 | $5,919,138 | | Executive Vice President and Chief Operating Officer | 2024 | 603,750 | 2,550,000 | 2,798,684 | 20,645 | 5,973,079 | | | 2023 | 577,500 | 2,750,000 | 2,660,746 | 19,970 | 6,008,216 | | Jason B. Beauvais | 2025 | $545,000 | $1,775,000 | $1,763,923 | $20,750 | $4,104,673 | | Executive Vice President, General Counsel and Secretary | 2024 | 525,000 | 1,750,000 | 1,602,928 | 20,645 | 3,898,573 | | | 2023 | 501,250 | 1,600,000 | 1,545,758 | 19,970 | 3,666,978 | | Ryan R. Nelson | 2025 | $386,250 | $550,000 | $403,174 | $15,750 | $1,355,174 | | Chief Financial Officer and Treasurer | 2024 | 365,937 | 400,000 | 476,369 | 15,525 | 1,257,831 |

  29. Summary Compensation Table

    ______________________ (1)These amounts reflect annual cash bonuses earned by each NEO based on individual and corporate performance as determined by the Compensation Committee. (2)These amounts represent the fair value of restricted stock awards in accordance with FASB ASC Topic 718 based on the closing price of our common stock on the grant date. Dividends paid on restricted stock awards are reflected in the grant date fair value and, therefore, are not shown in the table. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. These amounts do not correspond to the actual value that will be recognized by our NEOs upon the vesting of such grants. Please see the discussion of the assumptions made in the valuation of these awards in Note J to the audited consolidated financial statements included in the annual report accompanying this proxy statement. (3)These amounts reflect (i) employer matching contributions in our 401(k) plan, (ii) employer reimbursements for approved concierge medical services and (iii) reimbursement for approved club membership expenses. Payments for concierge medical services in 2025 were $5,000 for each of Messrs. Hyzak, Morris and Beauvais and $5,799 for Mr. Magdol. Additionally, in 2025 Mr. Hyzak received reimbursement for certain club membership expenses in an amount equal to $23,809. All other amounts in this column for 2025 are employer 401(k) matching contributions.

  30. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth information regarding restricted stock awards granted to our NEOs in fiscal year 2025:

  31. Grants of Plan-Based Awards

    | Name | Grant Date | Stock Awards; Number of Shares of Stock(1) | Grant Date Fair Value of Stock Awards | | | Dwayne L. Hyzak | April 1, 2025 | 74,216 | | 4,283,748 | | David L. Magdol | April 1, 2025 | 53,697 | 3,099,391 | | | Jesse E. Morris | April 1, 2025 | 51,514 | 2,973,388 | | | Jason B. Beauvais | April 1, 2025 | 30,560 | 1,763,923 | | | Ryan R. Nelson | April 1, 2025 | 6,985 | 403,174 | |

  32. Grants of Plan-Based Awards

    ______________________ (1)Restricted stock grants to NEOs under the 2022 Equity and Incentive Plan in 2025 vest ratably over three years from the grant date (except for certain awards of restricted stock granted to each NEO which vest ratably over five years from the grant date in the following amounts: 13,970 shares for Mr. Hyzak; 9,604 shares for each of Mr. Magdol and Mr. Morris; 6,112 shares for Mr. Beauvais; and 2,619 shares for Mr. Nelson), and all underlying shares are entitled to dividends and voting rights beginning on the grant date.

  33. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth the awards of restricted stock for which forfeiture provisions have not lapsed and remained outstanding at December 31, 2025:

  34. Outstanding Equity Awards at Fiscal Year-End

    | | Stock Awards | | | | Name | Number of Shares of Stock That Have Not Vested(1)(2) | Market Value of Shares of Stock That Have Not Vested(3) | | | Dwayne L. Hyzak | 157,802(4) | | 9,529,663 | | David L. Magdol | 122,319(5) | 7,386,844 | | | Jesse E. Morris | 117,266(6) | 7,081,694 | | | Jason B. Beauvais | 69,827(7) | 4,216,853 | | | Ryan R. Nelson | 15,715(8) | 949,029 | |

  35. Outstanding Equity Awards at Fiscal Year-End

    ______________________ (1)No restricted stock awards have been transferred. (2)Certain shares of unvested stock of each NEO would not vest upon the NEO’s involuntary termination without cause or voluntary termination with good reason pursuant to the terms of the award agreement (each as defined in the award agreement): 28,887 shares for Mr. Hyzak; 19,315 shares for each of Mr. Magdol and Mr. Morris; 14,956 shares for Mr. Beauvais; and 6,765 shares for Mr. Nelson. (3)The market value of shares of stock that have not vested was determined based on the closing price of our common stock on the NYSE at December 31, 2025 (the last trading day of the year). (4)74,199 shares will vest on April 1, 2026; 48,913 shares will vest on April 1, 2027; 26,499 shares will vest on April 1, 2028; 5,397 shares will vest on April 1, 2029; and 2,794 shares will vest on April 1, 2030, subject in each case to the NEO still being employed by us on the respective vesting date. (5)59,953 shares will vest on April 1, 2026; 38,282 shares will vest on April 1, 2027; 18,940 shares will vest on April 1, 2028; 3,223 shares will vest on April 1, 2029; and 1,921 shares will vest on April 1, 2030, subject in each case to the NEO still being employed by us on the respective vesting date. (6)57,260 shares will vest on April 1, 2026; 36,650 shares will vest on April 1, 2027; 18,212 shares will vest on April 1, 2028; 3,223 shares will vest on April 1, 2029; and 1,921 shares will vest on April 1, 2030, subject in each case to the NEO still being employed by us on the respective vesting date. (7)33,041 shares will vest on April 1, 2026; 21,778 shares will vest on April 1, 2027; 11,477 shares will vest on April 1, 2028; 2,308 shares will vest on April 1, 2029; and 1,223 shares will vest on April 1, 2030, subject in each case to the NEO still being employed by us on the respective vesting date. (8)5,971 shares will vest on April 1, 2026; 4,642 shares will vest on April 1, 2027; 3,017 shares will vest on April 1, 2028; 1,561 shares will vest on April 1, 2029; and 524 shares will vest on April 1, 2030, subject in each case to the NEO still being employed by us on the respective vesting date.

  36. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The following table sets forth information regarding the activity during the fiscal year ended December 31, 2025 related to the accounts of our NEOs under the Deferred Compensation Plan:

  37. Nonqualified Deferred Compensation

    | Name | Aggregate Balance at December 31, 2024 | | 2025 Executive Contributions(1) | | 2025 Company Contributions | 2025 Aggregate Earnings(2) | | 2025 Aggregate Withdrawals/ Distributions | Aggregate Balance at December 31, 2025(3) | | | Dwayne L. Hyzak | | 3,297,089 | | 330,488 | — | | 261,199 | — | | 3,888,775 | | David L. Magdol | 2,782,819 | | 469,000 | | — | 245,096 | | — | 3,496,915 | | | Jesse E. Morris | 4,059,247 | | 900,125 | | — | 653,871 | | — | 5,613,243 | | | Jason B. Beauvais | 2,106,715 | | 229,500 | | — | 250,646 | | — | 2,586,861 | | | Ryan R. Nelson | — | | — | | — | — | | — | — | |

  38. Nonqualified Deferred Compensation

    ______________________ (1)The 2025 Executive Contributions shown above include amounts reported in the “Salary” column of the Summary Compensation Table for 2025 as follows: $49,238 for Mr. Hyzak; $199,000 for Mr. Magdol; $7,625 for Mr. Morris; $54,500 for Mr. Beauvais; and $0 for Mr. Nelson. The remaining amounts included in 2025 Executive Contributions shown above represent contributions from bonuses that accrued in 2024 but were paid in 2025. (2)The 2025 Aggregate Earnings shown above represents earnings on amounts in the Deferred Compensation Plan during 2025. These amounts are not reported in the Summary Compensation Table. (3)The Aggregate Balance at December 31, 2025 shown above includes amounts reported in the Summary Compensation Table (or would have been reported if the person was an NEO) for prior years as follows: $2,477,273 for Mr. Hyzak; $1,720,612 for Mr. Magdol; $3,329,203 for Mr. Morris; $1,295,502 for Mr. Beauvais; and $0 for Mr. Nelson. We maintain the Deferred Compensation Plan, an unfunded, nonqualified deferred compensation plan, to allow non-employee directors and certain key employees, including each of our NEOs, to defer receipt of some or all of their cash compensation, subject to certain limitations. Pursuant to the Deferred Compensation Plan, executives may contribute on a pre-tax basis up to 100% of their salary and cash bonus. Although not currently anticipated and subject to prior Compensation Committee approval, discretionary employer contributions are also permitted to the Deferred Compensation Plan. Individuals participating in the Deferred Compensation Plan receive distributions of their respective balances based on predetermined payout schedules or other events as defined by the Deferred Compensation Plan. Amounts deferred under the Deferred Compensation Plan earn a return based on the returns on certain investment alternatives permitted under the Deferred Compensation Plan, including phantom Main Street stock units, as designated by the participant.

  39. Potential Payments Upon Change in Control or Termination of Employment

    Potential Payments Upon Change in Control or Termination of Employment As described in “Compensation Discussion and Analysis,” our restricted stock awards to employees, including NEOs, provide that (i) upon certain transactions involving a change in control or upon a participant’s death or disability (as defined in the award agreement), the unvested shares of restricted stock will fully vest, and (ii) upon an involuntary termination without cause or voluntary termination with good reason (each as defined in the award agreement), a portion of the unvested shares of restricted stock will vest. The number of shares and value of unvested restricted stock for each NEO as of December 31, 2025 that would have vested under the acceleration scenarios described above is shown under the heading “— Outstanding Equity Awards at Fiscal Year-End.” In addition, NEOs who participate in the Deferred Compensation Plan could receive a distribution of their balances in the Deferred Compensation Plan in connection with certain transactions involving a change in control or their death, disability or termination of employment, depending on their distribution elections under the Deferred Compensation Plan. The aggregate balance in the Deferred Compensation Plan of each NEO as of December 31, 2025 is shown under the heading “— Nonqualified Deferred Compensation.” Other than the accelerated vesting of restricted stock and compensation previously earned and deferred by NEOs under the Deferred Compensation Plan, we are not currently obligated to make any payments to our NEOs in the event of a change in control or any of the aforementioned causes of termination of employment.

  40. Chief Executive Officer Pay Ratio

    Chief Executive Officer Pay Ratio For 2025, our last completed fiscal year, the median of the annual total compensation of all of our employees (other than Mr. Hyzak, our Chief Executive Officer) was $238,279, and the annual total compensation of our Chief Executive Officer, as reported in the Summary Compensation Table, was $8,837,682. Based on this information, our Chief Executive Officer’s 2025 annual total compensation was approximately 37 times that of the median of the 2025 annual total compensation of all of our employees (other than our Chief Executive Officer). We selected December 31, 2025 as the date used to identify our “median employee” whose annual total compensation was the median of the annual total compensation of all our employees (other than our Chief Executive Officer) for 2025. As of December 31, 2025, our employee population consisted of 109 individuals; all but three were located in our Houston, Texas office. We compared the annual total compensation for our employee population in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, which included salary, bonus, stock awards and employer matching contributions to employee accounts in our 401(k) plan. In making this determination, we annualized the compensation of 22 employees who were hired in 2025 but did not work for us the entire fiscal year.

  41. “Pay Versus Performance”

    “Pay Versus Performance” In accordance with the final rule adopted by the SEC in August 2022 implementing Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing the following table that sets forth certain compensation measures for certain of our officers alongside certain performance metrics for the Company and certain of our industry peers:

  42. “Pay Versus Performance”

    | | | | | | 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 |

  43. “Pay Versus Performance”

    ______________________ (1)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. (2)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:

  44. “Pay Versus Performance”

    | 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 |

  45. “Pay Versus Performance”

    (3)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”). (4)Amounts represent the “Net increase in net assets resulting from operations” (“Net Income”) as presented in our annual reports on Form 10-K, as applicable. (5)Amounts represent our distributable 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). The graph below reflects the relationship between Compensation Actually Paid to our PEO and non-PEO NEOs and Net Income and DNII Before Taxes: 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: 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. 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.