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

SHARE REPURCHASES

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SHARE REPURCHASES
 12 Months Ended
Dec. 31, 2024
Share-Based Payment Arrangement [Abstract]  
SHARE REPURCHASES SHARE REPURCHASES
Prior to the MSC Income Listing, MSC Income maintained a quarterly share repurchase program. Under the terms of the quarterly share repurchase program, MSC Income made quarterly offers to purchase shares at the NAV per share on the repurchase date. The amount of shares of MSC Income’s common stock to be repurchased during any calendar quarter could be equal to the lesser of (i) the number of shares of common stock MSC Income could repurchase with a portion of the proceeds it received from the issuance of common stock under MSC Income’s dividend reinvestment plan as then in effect or (ii) 2.5% of the weighted-average number of shares of common stock outstanding in the prior four calendar quarters. Repurchase offers were limited to the number of shares of common stock that MSC Income could repurchase with 90% of the cash retained as a result of issuances of common stock under its then effective dividend reinvestment plan. At the discretion of the Board of Directors, MSC Income could also use cash on hand, cash available from borrowings and cash from the sale of investments as of the end of the applicable period to repurchase shares. MSC Income’s Board of Directors could amend, suspend or terminate the share repurchase program upon 30 days’ notice. On November 13, 2024, the Board of Directors, including each director who is not an “interested person,” as such term is defined in Section 2(a)(19) of the 1940 Act, of the Company or the Adviser, unanimously approved suspending the quarterly share repurchase program in anticipation of the MSC Income Listing, and the quarterly share repurchase program ultimately terminated upon the MSC Income Listing.
In connection with the MSC Income Listing, the Company entered into a new open-market share repurchase plan. See Note K — Subsequent Events for additional details.
In addition to its quarterly share repurchase program, beginning in the second quarter of 2023, MSC Income began periodically offering to complete modified Dutch auction tender offers (“Dutch Auction Tenders”), pursuant to which MSC Income offered to purchase up to a specified amount of shares of its common stock at the lowest clearing purchase price elected by participating stockholders within a specified range that allowed MSC Income to purchase the maximum amount offered. In such Dutch Auction Tenders all shares purchased are purchased at the clearing purchase price. SEC rules permit MSC Income to increase the number of shares accepted for purchase in any Dutch Auction Tender by up to 2% of MSC Income’s outstanding shares without amending the offer.
On February 5, 2024, MSC Income commenced a modified “Dutch Auction” tender offer (the “February 2024 Dutch Auction Tender Offer”) pursuant to the Offer to Purchase, dated February 5, 2024, which expired on March 4, 2024. Pursuant to the February 2024 Dutch Auction Tender Offer, MSC Income repurchased 178,572 shares on March 8, 2024 at a price of $14.00 per share for an aggregate cost of $2.5 million, excluding fees and expenses related to the February 2024 Dutch Auction Tender Offer.
On May 17, 2024, MSC Income commenced a modified “Dutch Auction” tender offer (the “May 2024 Dutch Auction Tender Offer”) pursuant to the Offer to Purchase, dated May 17, 2024, which expired on June 20, 2024. Pursuant to the May 2024 Dutch Auction Tender Offer, MSC Income repurchased 166,667 shares on June 25, 2024 at a price of $12.00 per share for an aggregate cost of $2.0 million, excluding fees and expenses related to the May 2024 Dutch Auction Tender Offer.
On August 13, 2024, the Board of Directors, including each director who is not an “interested person,” as such term is defined in Section 2(a)(19) of the 1940 Act, of the Company or the Adviser, unanimously approved suspending the Dutch Auction Tenders in anticipation of the MSC Income Listing.
For the years ended December 31, 2024 and 2023, MSC Income funded $16.2 million and $16.6 million, respectively, for shares of its common stock tendered for repurchase under the quarterly share repurchase program. For the
years ended December 31, 2024 and 2023, MSC Income funded $4.5 million and $7.8 million, respectively, for shares of its common stock tendered for repurchase through its Dutch auction tender offers.
Since the reinstatement of its quarterly share repurchase program in March 2021, after briefly suspending it during the COVID-19 pandemic, through the termination of the program on November 13, 2024 as discussed above, MSC Income funded the repurchase of $58.9 million in shares of common stock under the share repurchase program. MSC Income also purchased $12.3 million in shares of common stock through its various Dutch auction tender offers completed from June 2023 through August 13, 2024.
Repurchases of MSC Income’s common stock pursuant to its quarterly share repurchase program and modified Dutch auction tender offers for the years ended December 31, 2024, 2023 and 2022 are shown in the table below.
Period
Total number of shares purchased
Average price paid per share
Total number of shares purchased as part of publicly announced plans or programs
 Approximate dollar value of shares that may yet be purchased under the plans or programs
January 1 through March 31, 2022 244,516 $ 15.50  244,516 N/A
April 1 through June 30, 2022 268,032 15.54  268,032 N/A
July 1 through September 30, 2022 263,754 15.28  263,754 N/A
October 1 through December 31, 2022 261,155 15.32  261,155 N/A
January 1 through March 31, 2023 259,744 15.34  259,744 N/A
April 1 through June 30, 2023 (1) 482,784 13.17  482,784 N/A
July 1 through September 30, 2023 (2) 489,290 14.24  489,290 N/A
October 1 through December 31, 2023 (3) 479,464 14.23  479,464 N/A
January 1 through March 31, 2024 (4) 437,658 14.81 437,658 N/A
April 1 through June 30, 2024 (5) 435,190 13.78 435,190 N/A
July 1 through September 30, 2024 257,499 15.66 257,499 N/A
October 1 through December 31, 2024 256,421 15.48 256,421 N/A
Total 4,135,507 4,135,507
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(1)Includes 203,452 shares repurchased under the Dutch auction tender offer pursuant to the to the tender offer statement and Offer to Purchase filed with the SEC on May 15, 2023 at a price of $11.00 per share for an aggregate cost of $2.2 million.
(2)Includes 216,460 shares repurchased under the Dutch auction tender offer pursuant to the to the tender offer statement and Offer to Purchase filed with the SEC on June 14, 2023 at a price of $13.00 per share for an aggregate cost of $2.8 million.
(3)Includes 213,922 shares repurchased under the Dutch auction tender offer pursuant to the to the tender offer statement and Offer to Purchase filed with the SEC on November 15, 2023 at a price of $13.00 per share for an aggregate cost of $2.8 million.
(4)Includes 178,572 shares repurchased under the Dutch auction tender offer pursuant to the to the tender offer statement and Offer to Purchase filed with the SEC on February 5, 2024 at a price of $14.00 per share for an aggregate cost of $2.5 million.
(5)Includes 166,667 shares repurchased under the Dutch auction tender offer pursuant to the to the tender offer statement and Offer to Purchase filed with the SEC on May 17, 2024 at a price of $12.00 per share for an aggregate cost $2.0 million.