Main Street Capital CORP - Quarter Report: 2022 March (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q


(Mark One)
⌧	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2022
OR
◻	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from: to

Commission File Number: 001-33723

Main Street Capital Corporation

(Exact name of registrant as specified in its charter)


Maryland (State or other jurisdiction of incorporation or organization)	41-2230745 (I.R.S. Employer Identification No.)
1300 Post Oak Boulevard, 8^th Floor Houston, TX (Address of principal executive offices)	77056 (Zip Code)

(713) 350-6000

(Registrant’s telephone number including area code)

n/a

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol		Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share		MAIN		New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ◻ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ⌧	Accelerated filer ◻	Non-accelerated filer ◻	Smaller reporting company ◻ Emerging growth company ◻

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ◻ No ⌧

The number of shares outstanding of the issuer’s common stock as of May 5, 2022 was 72,979,061.

Table of Contents

TABLE OF CONTENTS


	PART I
	FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements
	Consolidated Balance Sheets—March 31, 2022 (unaudited) and December 31, 2021	1
	Consolidated Statements of Operations (unaudited)—Three months ended March 31, 2022 and 2021	2
	Consolidated Statements of Changes in Net Assets (unaudited)—Three months ended March 31, 2022 and 2021	3
	Consolidated Statements of Cash Flows (unaudited)—Three months ended March 31, 2022 and 2021	4
	Consolidated Schedule of Investments (unaudited)—March 31, 2022	5
	Consolidated Schedule of Investments—December 31, 2021	26
	Notes to Consolidated Financial Statements (unaudited)	48
	Consolidated Schedules of Investments in and Advances to Affiliates (unaudited)—Three months ended March 31, 2022 and 2021	84
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	93
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	111
Item 4.	Controls and Procedures	111
	PART II
	OTHER INFORMATION
Item 1.	Legal Proceedings	111
Item 1A.	Risk Factors	111
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	112
Item 6.	Exhibits	113
	Signatures	114

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Balance Sheets

(in thousands, except shares and per share amounts)


	March 31,		December 31,
	2022		2021
	(Unaudited)
ASSETS
Investments at fair value:
Control investments (cost: $1,099,019 and $1,107,597 as of March 31, 2022 and December 31, 2021, respectively)	$	1,486,663	$	1,489,257
Affiliate investments (cost: $583,428 and $578,539 as of March 31, 2022 and December 31, 2021, respectively)		559,439		549,214
Non‑Control/Non‑Affiliate investments (cost: $1,690,120 and $1,573,110 as of March 31, 2022 and December 31, 2021, respectively)		1,644,636		1,523,360
Total investments (cost: $3,372,567 and $3,259,246 as of March 31, 2022 and December 31, 2021, respectively)		3,690,738		3,561,831
Cash and cash equivalents		17,952		32,629
Interest receivable and other assets		68,320		56,488
Receivable for securities sold		—		35,125
Deferred financing costs (net of accumulated amortization of $9,705 and $9,462 as of March 31, 2022 and December 31, 2021, respectively)		3,973		4,217
Total assets	$	3,780,983	$	3,690,290
LIABILITIES
Credit facility	$	338,000	$	320,000
3.00% Notes due 2026 (par: $500,000 as of both March 31, 2022 and December 31, 2021)		497,741		497,609
5.20% Notes due 2024 (par: $450,000 as of both March 31, 2022 and December 31, 2021)		451,136		451,272
SBIC debentures (par: $350,000 as of both March 31, 2022 and December 31, 2021)		343,027		342,731
4.50% Notes due 2022 (par: $185,000 as of both March 31, 2022 and December 31, 2021)		184,595		184,444
Accounts payable and other liabilities		26,655		40,469
Payable for securities purchased		—		5,111
Interest payable		17,145		14,926
Dividend payable		15,519		15,159
Deferred tax liability, net		33,511		29,723
Total liabilities		1,907,329		1,901,444
Commitments and contingencies (Note K)
NET ASSETS
Common stock, $0.01 par value per share (150,000,000 shares authorized; 72,252,180 and 70,700,885 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively)		723		707
Additional paid‑in capital		1,807,739		1,736,346
Total undistributed earnings		65,192		51,793
Total net assets		1,873,654		1,788,846
Total liabilities and net assets	$	3,780,983	$	3,690,290
NET ASSET VALUE PER SHARE	$	25.89	$	25.29

The accompanying notes are an integral part of these consolidated financial statements

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Statements of Operations

(in thousands, except shares and per share amounts)

(Unaudited)


	Three Months Ended
	March 31,
	2022		2021
INVESTMENT INCOME:
Interest, fee and dividend income:
Control investments	$	32,577	$	24,025
Affiliate investments		13,917		11,505
Non‑Control/Non‑Affiliate investments		32,901		27,277
Total investment income		79,395		62,807
EXPENSES:
Interest		(16,687)		(13,804)
Compensation		(7,269)		(6,318)
General and administrative		(3,226)		(2,975)
Share‑based compensation		(2,818)		(2,333)
Expenses allocated to the External Investment Manager		2,817		2,380
Total expenses		(27,183)		(23,050)
NET INVESTMENT INCOME		52,212		39,757
NET REALIZED GAIN (LOSS):
Control investments		-		(10,925)
Affiliate investments		692		(4,803)
Non‑Control/Non‑Affiliate investments		2,644		(2)
Total net realized gain (loss)		3,336		(15,730)
NET UNREALIZED APPRECIATION (DEPRECIATION):
Control investments		8,279		14,261
Affiliate investments		3,041		6,417
Non‑Control/Non‑Affiliate investments		3,432		13,323
Total net unrealized appreciation (depreciation)		14,752		34,001
INCOME TAXES:
Federal and state income, excise and other taxes		(1,309)		(634)
Deferred taxes		(3,788)		(48)
Income tax benefit (provision)		(5,097)		(682)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	65,203	$	57,346
NET INVESTMENT INCOME PER SHARE—BASIC AND DILUTED	$	0.73	$	0.58
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS PER SHARE—BASIC AND DILUTED	$	0.91	$	0.84
WEIGHTED AVERAGE SHARES OUTSTANDING—BASIC AND DILUTED		71,708,326		68,126,576

The accompanying notes are an integral part of these consolidated financial statements

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Statements of Changes in Net Assets

(in thousands, except shares)

(Unaudited)


						Total
	Common Stock			Additional		Undistributed
	Number of	Par		Paid‑In		(Overdistributed)		Total Net
	Shares	Value		Capital		Earnings		Asset Value
Balances at December 31, 2020	67,762,032	$	677	$	1,615,940	$	(101,850)	$	1,514,767
Public offering of common stock, net of offering costs	117,388		2		3,626		—		3,628
Share‑based compensation	—		—		2,333		—		2,333
Purchase of vested stock for employee payroll tax withholding	(180)		—		(7)		—		(7)
Dividend reinvestment	106,651		1		3,698		—		3,699
Amortization of directors’ deferred compensation	—		—		195		—		195
Issuance of restricted stock	15,007		—		—		—		—
Dividends to stockholders	—		—		96		(41,893)		(41,797)
Net increase (decrease) resulting from operations	—		—		—		57,346		57,346
Balances at March 31, 2021	68,000,898	$	680	$	1,625,881	$	(86,397)	$	1,540,164

Balances at December 31, 2021	70,737,021	$	707	$	1,736,346	$	51,793	$	1,788,846
Public offering of common stock, net of offering costs	1,502,430		15		63,507		—		63,522
Share‑based compensation	—		—		2,818		—		2,818
Dividend reinvestment	114,043		1		4,812		—		4,813
Amortization of directors’ deferred compensation	—		—		147		—		147
Issuance of restricted stock, net of forfeited shares	16,913		—		—		—		—
Dividends to stockholders	—		—		109		(51,804)		(51,695)
Net increase (decrease) resulting from operations	—		—		—		65,203		65,203
Balances at March 31, 2022	72,370,407	$	723	$	1,807,739	$	65,192	$	1,873,654

The accompanying notes are an integral part of these consolidated financial statements

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Statements of Cash Flows

(in thousands)

(Unaudited)


	Three Months Ended
	March 31,
	2022		2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net increase (decrease) in net assets resulting from operations	$	65,203	$	57,346
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Investments in portfolio companies		(315,369)		(208,186)
Proceeds from sales and repayments of debt investments in portfolio companies		218,781		121,027
Proceeds from sales and return of capital of equity investments in portfolio companies		19,963		13,920
Net unrealized (appreciation) depreciation		(14,752)		(34,001)
Net realized (gain) loss		(3,336)		15,730
Accretion of unearned income		(2,834)		(2,468)
Payment-in-kind interest		(937)		(2,389)
Cumulative dividends		(887)		(425)
Share-based compensation expense		2,818		2,333
Amortization of deferred financing costs		686		740
Deferred tax (benefit) provision		3,788		48
Changes in other assets and liabilities:
Interest receivable and other assets		(11,731)		4,096
Interest payable		2,219		6,610
Accounts payable and other liabilities		(13,667)		(504)
Deferred fees and other		378		1,172
Net cash used in operating activities		(49,677)		(24,951)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from public offering of common stock, net of offering costs		63,522		3,628
Proceeds from public offering of 3.00% Notes due 2026		-		300,000
Dividends paid		(46,522)		(38,045)
Proceeds from issuance of SBIC debentures		-		20,200
Repayments of SBIC debentures		-		(40,000)
Proceeds from credit facility		185,000		125,000
Repayments on credit facility		(167,000)		(307,000)
Debt issuance premiums (costs), net		-		(5,743)
Purchases of vested stock for employee payroll tax withholding		-		(7)
Net cash provided by financing activities		35,000		58,033

Net increase (decrease) in cash and cash equivalents		(14,677)		33,082
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		32,629		31,919
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	17,952	$	65,001

Supplemental cash flow disclosures:
Interest paid	$	13,751	$	6,424
Taxes paid	$	2,874	$	(487)
Non-cash financing activities:
Value of shares issued pursuant to the DRIP	$	4,813	$	3,699

The accompanying notes are an integral part of these consolidated financial statements

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments

March 31, 2022

(dollars in thousands)

(Unaudited)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Rate (39)	Maturity Date	Principal (4)		Cost (4)		Fair Value (18)

Control Investments (5)

Analytical Systems Keco Holdings, LLC		Manufacturer of Liquid and Gas Analyzers
			Secured Debt	(9)	8/16/2019		12.00% (L+10.00%, Floor 2.00%)	8/16/2024	$	4,875	$	4,689	$	4,689
			Preferred Member Units		8/16/2019	3,200						3,200		-
			Preferred Member Units		5/20/2021	2,427						2,426		4,318
			Warrants	(27)	8/16/2019	420		8/16/2029				316		-
												10,631		9,007
ASC Interests, LLC		Recreational and Educational Shooting Facility
			Secured Debt		12/31/2019		13.00%	7/31/2022		170		170		170
			Secured Debt		8/1/2013		13.00%	7/31/2022		1,650		1,642		1,642
			Member Units		8/1/2013	1,500						1,500		800
												3,312		2,612
ATS Workholding, LLC	(10)	Manufacturer of Machine Cutting Tools and Accessories
			Secured Debt	(14)	11/16/2017		5.00%	8/16/2023		4,794		4,635		3,005
			Preferred Member Units		11/16/2017	3,725,862						3,726		-
												8,361		3,005
Barfly Ventures, LLC	(10)	Casual Restaurant Group
			Secured Debt		10/15/2020		7.00%	10/31/2024		711		711		711
			Member Units		10/26/2020	37						1,584		2,050
												2,295		2,761
Batjer TopCo, LLC		HVAC Mechanical Contractor
			Secured Debt		3/7/2022		11.00%	3/31/2027		11,025		10,917		10,917
			Preferred Stock		3/7/2022	4,073						4,073		4,073
												14,990		14,990
Bolder Panther Group, LLC		Consumer Goods and Fuel Retailer
			Secured Debt	(9)	12/31/2020		10.50% (L+9.00%, Floor 1.50%)	12/31/2025		49,194		48,901		49,194
			Class B Preferred Member Units	(8)	12/31/2020	140,000	8.00%					14,000		25,930
												62,901		75,124
Brewer Crane Holdings, LLC		Provider of Crane Rental and Operating Services
			Secured Debt	(9)	1/9/2018		11.00% (L+10.00%, Floor 1.00%)	1/9/2023		7,936		7,919		7,919
			Preferred Member Units	(8)	1/9/2018	2,950						4,279		7,780
												12,198		15,699
Bridge Capital Solutions Corporation		Financial Services and Cash Flow Solutions Provider
			Secured Debt		7/25/2016		13.00%	12/11/2024		8,813		8,813		8,813
			Secured Debt	(30)	7/25/2016		13.00%	12/11/2024		1,000		1,000		1,000
			Preferred Member Units	(8) (30)	7/25/2016	17,742						1,000		1,000
			Warrants	(27)	7/25/2016	82		7/25/2026				2,132		4,260
												12,945		15,073
Café Brazil, LLC		Casual Restaurant Group
			Member Units	(8)	6/9/2006	1,233						1,742		2,630

California Splendor Holdings LLC		Processor of Frozen Fruits
			Secured Debt	(9)	3/30/2018		11.00% (L+10.00%, Floor 1.00%)	3/30/2023		28,000		27,932		27,932
			Preferred Member Units	(8) (19)	7/31/2019	6,725	15.00% PIK					9,867		9,867
			Preferred Member Units	(8)	3/30/2018	6,157						10,775		17,265
												48,574		55,064
CBT Nuggets, LLC		Produces and Sells IT Training Certification Videos

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

March 31, 2022

(dollars in thousands)

(Unaudited)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Rate (39)	Maturity Date	Principal (4)		Cost (4)		Fair Value (18)
			Member Units	(8)	6/1/2006	416						1,300		48,880

Centre Technologies Holdings, LLC		Provider of IT Hardware Services and Software Solutions
			Secured Debt	(9)	1/4/2019		12.00% (L+10.00%, Floor 2.00%)	1/4/2024		9,183		9,145		8,638
			Preferred Member Units		1/4/2019	12,696						5,840		5,840
												14,985		14,478
Chamberlin Holding LLC		Roofing and Waterproofing Specialty Contractor
			Secured Debt	(9)	2/26/2018		9.00% (L+8.00%, Floor 1.00%)	2/26/2023		17,681		17,621		17,681
			Member Units	(8)	2/26/2018	4,347						11,440		24,140
			Member Units	(8) (30)	11/2/2018	1,047,146						1,322		1,540
												30,383		43,361
Charps, LLC		Pipeline Maintenance and Construction
			Unsecured Debt		8/26/2020		10.00%	1/31/2026		5,694		4,617		5,694
			Preferred Member Units	(8)	2/3/2017	1,829						1,963		14,090
												6,580		19,784
Clad-Rex Steel, LLC		Specialty Manufacturer of Vinyl-Clad Metal
			Secured Debt	(9)	12/20/2016		10.50% (L+9.50%, Floor 1.00%)	1/15/2024		10,480		10,411		10,411
			Secured Debt		12/20/2016		10.00%	12/20/2036		1,073		1,063		1,063
			Member Units	(8)	12/20/2016	717						7,280		10,250
			Member Units	(30)	12/20/2016	800						210		610
												18,964		22,334
CMS Minerals Investments		Oil & Gas Exploration & Production
			Member Units	(8) (30)	4/1/2016	100						1,729		2,057

Cody Pools, Inc.		Designer of Residential and Commercial Pools
			Secured Debt	(9)	3/6/2020		12.25% (L+10.50%, Floor 1.75%)	12/17/2026		42,494		42,139		42,482
			Preferred Member Units	(8) (30)	3/6/2020	587						8,317		47,640
												50,456		90,122
Colonial Electric Company LLC		Provider of Electrical Contracting Services
			Secured Debt		3/31/2021		12.00%	3/31/2026		24,255		24,051		24,051
			Preferred Member Units	(8)	3/31/2021	17,280						7,680		9,130
												31,731		33,181
CompareNetworks Topco, LLC		Internet Publishing and Web Search Portals
			Secured Debt	(9)	1/29/2019		10.00% (L+9.00%, Floor 1.00%)	1/29/2024		5,797		5,779		5,797
			Preferred Member Units	(8)	1/29/2019	1,975						1,975		13,610
												7,754		19,407
Copper Trail Fund Investments	(12) (13)	Investment Partnership
			LP Interests (CTMH, LP)	(31)	7/17/2017	38.8%						710		710

Datacom, LLC		Technology and Telecommunications Provider
			Secured Debt		3/31/2021		7.50%	12/31/2025		8,825		8,271		7,643
			Preferred Member Units	(8)	3/31/2021	9,000						2,610		2,670
												10,881		10,313

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

March 31, 2022

(dollars in thousands)

(Unaudited)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Rate (39)	Maturity Date	Principal (4)		Cost (4)		Fair Value (18)
Digital Products Holdings LLC		Designer and Distributor of Consumer Electronics
			Secured Debt	(9)	4/1/2018		11.00% (L+10.00%, Floor 1.00%)	4/1/2023		16,523		16,483		16,483
			Preferred Member Units	(8)	4/1/2018	3,857						9,501		9,835
												25,984		26,318
Direct Marketing Solutions, Inc.		Provider of Omni-Channel Direct Marketing Services
			Secured Debt	(9)	2/13/2018		12.00% (L+11.00%, Floor 1.00%)	2/13/2024		23,756		23,619		23,737
			Preferred Stock	(8)	2/13/2018	8,400						8,400		22,450
												32,019		46,187
Gamber-Johnson Holdings, LLC		Manufacturer of Ruggedized Computer Mounting Systems
			Secured Debt	(9)	6/24/2016		10.50% (L+8.50%, Floor 2.00%)	1/1/2025		21,598		21,540		21,598
			Member Units	(8)	6/24/2016	9,042						17,692		45,120
												39,232		66,718
Garreco, LLC		Manufacturer and Supplier of Dental Products
			Secured Debt	(9)	7/15/2013		9.00% (L+8.00%, Floor 1.00%, Ceiling 1.50%)	7/31/2022		4,196		4,196		4,196
			Member Units	(8)	7/15/2013	1,200						1,200		2,340
												5,396		6,536
GRT Rubber Technologies LLC		Manufacturer of Engineered Rubber Products
			Secured Debt		12/19/2014		8.23% (L+8.00%)	10/29/2026		38,885		38,683		38,885
			Member Units	(8)	12/19/2014	5,879						13,065		46,190
												51,748		85,075
Gulf Manufacturing, LLC		Manufacturer of Specialty Fabricated Industrial Piping Products
			Member Units	(8)	8/31/2007	438						2,980		5,290

Gulf Publishing Holdings, LLC		Energy Industry Focused Media and Publishing
			Secured Debt	(9) (17) (19)	9/29/2017		10.50% (5.25% Cash, 5.25% PIK) (L+9.50%, Floor 1.00%)	9/30/2020		257		257		257
			Secured Debt	(17) (19)	4/29/2016		12.50% (6.25% Cash, 6.25% PIK)	4/29/2021		13,565		13,565		8,000
			Member Units		4/29/2016	3,681						3,680		-
												17,502		8,257
Harris Preston Fund Investments	(12) (13)	Investment Partnership
			LP Interests (2717 MH, L.P.)	(31)	10/1/2017	49.3%						2,860		4,317
			LP Interests (2717 HPP-MS, L.P.)	(31)	3/11/2022	49.3%						244		244
												3,104		4,561
Harrison Hydra-Gen, Ltd.		Manufacturer of Hydraulic Generators
			Common Stock		6/4/2010	107,456						718		3,530

Jensen Jewelers of Idaho, LLC		Retail Jewelry Store
			Secured Debt	(9)	11/14/2006		10.00% (Prime+6.75%, Floor 2.00%)	11/14/2023		2,450		2,439		2,450
			Member Units	(8)	11/14/2006	627						811		15,120
												3,250		17,570
Johnson Downie Opco, LLC		Executive Search Services
			Secured Debt	(9)	12/10/2021		13.00% (L+11.50%, Floor 1.50%)	12/10/2026		11,475		11,350		11,350

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

March 31, 2022

(dollars in thousands)

(Unaudited)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Rate (39)	Maturity Date	Principal (4)		Cost (4)		Fair Value (18)
			Preferred Equity	(8)	12/10/2021	3,150						3,150		3,150
												14,500		14,500
JorVet Holdings, LLC		Supplier and Distributor of Veterinary Equipment and Supplies
			Secured Debt		3/28/2022		12.00%	3/28/2027		25,650		25,394		25,394
			Common Stock		3/28/2022	107,406						10,741		10,741
												36,135		36,135
KBK Industries, LLC		Manufacturer of Specialty Oilfield and Industrial Products
			Member Units	(8)	1/23/2006	325						783		13,930

Kickhaefer Manufacturing Company, LLC		Precision Metal Parts Manufacturing
			Secured Debt		10/31/2018		11.50%	10/31/2023		20,415		20,336		20,336
			Secured Debt		10/31/2018		9.00%	10/31/2048		3,906		3,868		3,868
			Member Units		10/31/2018	581						12,240		12,240
			Member Units	(8) (30)	10/31/2018	800						992		2,460
												37,436		38,904
Market Force Information, LLC		Provider of Customer Experience Management Services
			Secured Debt	(9)	7/28/2017		12.00% (L+11.00%, Floor 1.00%)	7/28/2023		3,400		3,400		3,400
			Secured Debt	(14) (19)	7/28/2017		12.00% PIK	7/28/2023		26,079		25,952		8,936
			Member Units		7/28/2017	743,921						16,642		-
												45,994		12,336
MH Corbin Holding LLC		Manufacturer and Distributor of Traffic Safety Products
			Secured Debt		8/31/2015		13.00%	3/31/2022		8,170		8,170		4,368
			Preferred Member Units		3/15/2019	66,000						4,400		-
			Preferred Member Units		9/1/2015	4,000						6,000		-
												18,570		4,368
MS Private Loan Fund I, LP	(12) (13)	Investment Partnership
			LP Interests	(8) (31)	1/26/2021	12.1%						7,500		7,581

MSC Adviser I, LLC	(16)	Third Party Investment Advisory Services
			Member Units	(8)	11/22/2013							29,500		132,920

Mystic Logistics Holdings, LLC		Logistics and Distribution Services Provider for Large Volume Mailers
			Secured Debt		8/18/2014		10.00%	1/31/2024		6,098		6,098		6,098
			Common Stock	(8)	8/18/2014	5,873						2,720		11,060
												8,818		17,158
NAPCO Precast, LLC		Precast Concrete Manufacturing
			Member Units	(8)	1/31/2008	2,955						2,975		13,370

Nebraska Vet AcquireCo, LLC		Mixed-Animal Veterinary and Animal Health Product Provider
			Secured Debt		12/31/2020		12.00%	12/31/2025		10,500		10,418		10,418
			Secured Debt		12/31/2020		12.00%	12/31/2025		6,284		6,237		6,237
			Preferred Member Units		12/31/2020	6,987						6,987		7,700
												23,642		24,355
NexRev LLC		Provider of Energy Efficiency Products & Services
			Secured Debt		2/28/2018		11.00%	2/28/2025		15,999		15,966		13,837
			Preferred Member Units	(8)	2/28/2018	86,400,000						6,880		2,690
												22,846		16,527
NRP Jones, LLC		Manufacturer of Hoses, Fittings and Assemblies
			Secured Debt		12/21/2017		12.00%	3/20/2023		2,080		2,080		2,080

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

March 31, 2022

(dollars in thousands)

(Unaudited)


Portfolio Company (1) (20)	Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Rate (39)	Maturity Date	Principal (4)		Cost (4)		Fair Value (18)
		Member Units	(8)	12/22/2011	65,962						3,717		6,290
											5,797		8,370
NuStep, LLC	Designer, Manufacturer and Distributor of Fitness Equipment
		Secured Debt	(9)	1/31/2017		7.50% (L+6.50%, Floor 1.00%)	1/31/2025		2,920		2,920		2,920
		Secured Debt		1/31/2017		12.00%	1/31/2025		17,240		17,237		17,240
		Preferred Member Units		1/31/2017	406						10,200		13,500
											30,357		33,660
OMi Topco, LLC	Manufacturer of Overhead Cranes
		Secured Debt		8/31/2021		12.00%	8/31/2026		17,500		17,345		17,500
		Preferred Member Units	(8)	4/1/2008	900						1,080		20,210
											18,425		37,710
Orttech Holdings, LLC	Distributor of Industrial Clutches, Brakes and Other Components
		Secured Debt	(9)	7/30/2021		12.00% (L+11.00%, Floor 1.00%)	7/31/2026		24,375		24,163		24,163
		Preferred Stock	(8) (30)	7/30/2021	10,000						10,000		10,000
											34,163		34,163
Pearl Meyer Topco LLC	Provider of Executive Compensation Consulting Services
		Secured Debt		4/27/2020		12.00%	4/27/2025		34,174		33,955		34,174
		Member Units	(8)	4/27/2020	13,800						13,000		35,050
											46,955		69,224
PPL RVs, Inc.	Recreational Vehicle Dealer
		Secured Debt	(9)	10/31/2019		7.50% (L+7.00%, Floor 0.50%)	11/15/2022		2,000		1,983		1,983
		Secured Debt	(9)	11/15/2016		7.50% (L+7.00%, Floor 0.50%)	11/15/2022		11,655		11,655		11,655
		Common Stock	(8)	6/10/2010	2,000						2,150		14,920
											15,788		28,558
Principle Environmental, LLC	Noise Abatement Service Provider
		Secured Debt		2/1/2011		13.00%	11/15/2026		973		968		968
		Secured Debt		7/1/2011		13.00%	11/15/2026		5,924		5,814		5,814
		Preferred Member Units	(8)	2/1/2011	21,806						5,709		11,160
		Common Stock		1/27/2021	1,037						1,200		710
											13,691		18,652
Quality Lease Service, LLC	Provider of Rigsite Accommodation Unit Rentals and Related Services
		Member Units		6/8/2015	1,000						8,563		1,470

River Aggregates, LLC	Processor of Construction Aggregates
		Member Units	(8) (30)	12/20/2013	1,500						369		3,280

Robbins Bros. Jewelry, Inc.	Bridal Jewelry Retailer
		Secured Debt	(9)	12/15/2021		12.00% (L+11.00%, Floor 1.00%)	12/15/2026		36,360		35,977		35,977
		Preferred Equity		12/15/2021	11,070						11,070		11,070
											47,047		47,047
Tedder Industries, LLC	Manufacturer of Firearm Holsters and Accessories
		Secured Debt		8/31/2018		12.00%	8/31/2022		16,800		16,763		16,763
		Preferred Member Units		8/31/2018	505						8,579		8,579
											25,342		25,342
Televerde, LLC	Provider of Telemarketing and Data Services
		Member Units		1/6/2011	460						1,290		5,472
		Preferred Stock		1/26/2022	248						718		1,794
											2,008		7,266

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

March 31, 2022

(dollars in thousands)

(Unaudited)


Portfolio Company (1) (20)	Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Rate (39)	Maturity Date	Principal (4)		Cost (4)		Fair Value (18)
Trantech Radiator Topco, LLC	Transformer Cooling Products and Services
		Secured Debt		5/31/2019		12.00%	5/31/2024		8,320		8,271		8,313
		Common Stock	(8)	5/31/2019	615						4,655		8,660
											12,926		16,973
Vision Interests, Inc.	Manufacturer / Installer of Commercial Signage
		Series A Preferred Stock		12/23/2011	3,000,000						3,000		3,000

VVS Holdco LLC	Omnichannel Retailer of Animal Health Products
		Secured Debt	(9) (30)	12/1/2021		7.00% (L+6.00%, Floor 1.00%)	12/1/2026		800		770		770
		Secured Debt	(30)	12/1/2021		11.50%	12/1/2026		30,400		30,115		30,115
		Preferred Equity	(8) (30)	12/1/2021	11,840						11,840		11,840
											42,725		42,725
Ziegler’s NYPD, LLC	Casual Restaurant Group
		Secured Debt		6/1/2015		12.00%	10/1/2022		625		625		625
		Secured Debt		10/1/2008		6.50%	10/1/2022		1,000		1,000		1,000
		Secured Debt		10/1/2008		14.00%	10/1/2022		2,750		2,750		2,750
		Preferred Member Units		6/30/2015	10,072						2,834		2,130
		Warrants	(27)	7/1/2015	587		10/1/2025				600		-
											7,809		6,505
Subtotal Control Investments (79.3% of net assets at fair value)										$	1,099,019	$	1,486,663

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

March 31, 2022

(dollars in thousands)

(Unaudited)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Rate (39)	Maturity Date	Principal (4)		Cost (4)		Fair Value (18)

Affiliate Investments (6)

AAC Holdings, Inc.	(11)	Substance Abuse Treatment Service Provider
			Secured Debt	(19)	12/11/2020		18.00% (10.00% Cash, 8.00% PIK)	6/25/2025	$	10,408	$	10,231	$	10,044
			Common Stock		12/11/2020	593,928						3,148		2,079
			Warrants	(27)	12/11/2020	554,353		12/11/2025				-		1,940
												13,379		14,063
AFG Capital Group, LLC		Provider of Rent-to-Own Financing Solutions and Services
			Secured Debt		4/25/2019		10.00%	5/25/2022		58		58		58
			Preferred Member Units	(8)	11/7/2014	186						1,200		8,350
												1,258		8,408
ATX Networks Corp.	(11)	Provider of Radio Frequency Management Equipment
			Secured Debt	(9)	9/1/2021		8.50% (L+7.50%, Floor 1.00%)	9/1/2026		7,667		7,092		7,322
			Unsecured Debt	(19)	9/1/2021		10.00% PIK	9/1/2028		3,144		2,040		2,122
			Common Stock		9/1/2021	583						-		-
												9,132		9,444
BBB Tank Services, LLC		Maintenance, Repair and Construction Services to the Above-Ground Storage Tank Market
			Unsecured Debt	(9) (17)	4/8/2016		12.00% (L+11.00%, Floor 1.00%)	4/8/2021		4,800		4,800		2,298
			Preferred Stock (non-voting)	(8) (19)	12/17/2018		15.00% PIK					162		-
			Member Units		4/8/2016	800,000						800		-
												5,762		2,298
Boccella Precast Products LLC		Manufacturer of Precast Hollow Core Concrete
			Secured Debt		9/23/2021		10.00%	2/28/2027		320		320		320
			Member Units		6/30/2017	2,160,000						2,256		4,830
												2,576		5,150
Brightwood Capital Fund Investments	(12) (13)	Investment Partnership
			LP Interests (Brightwood Capital Fund V, LP)	(31)	7/12/2021	15.8%						1,500		1,639

Buca C, LLC		Casual Restaurant Group
			Secured Debt	(9) (17)	6/30/2015		12.25% (L+11.25%, Floor 1.00%)	6/30/2020		19,491		19,491		14,370
			Preferred Member Units	(19)	6/30/2015	6	6.00% PIK					4,770		-
												24,261		14,370
Career Team Holdings, LLC		Provider of Workforce Training and Career Development Services
			Secured Debt		12/17/2021		12.50%	12/17/2026		20,250		20,060		20,060
			Common Stock		12/17/2021	450,000						4,499		4,499
												24,559		24,559
Chandler Signs Holdings, LLC	(10)	Sign Manufacturer
			Class A Units		1/4/2016	1,500,000						1,500		620

Classic H&G Holdings, LLC		Provider of Engineered Packaging Solutions
			Secured Debt	(9)	3/12/2020		7.00% (L+6.00%, Floor 1.00%)	3/12/2025		7,600		7,600		7,600

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

March 31, 2022

(dollars in thousands)

(Unaudited)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Rate (39)	Maturity Date	Principal (4)		Cost (4)		Fair Value (18)
			Secured Debt		3/12/2020		8.00%	3/12/2025		19,274		19,150		19,274
			Preferred Member Units	(8)	3/12/2020	154						5,760		16,280
												32,510		43,154
Congruent Credit Opportunities Funds	(12) (13)	Investment Partnership
			LP Interests (Congruent Credit Opportunities Fund III, LP)	(8) (31)	2/4/2015	17.4%						9,150		8,853

DMA Industries, LLC		Distributor of aftermarket ride control products
			Secured Debt		11/19/2021		12.00%	11/19/2026		21,200		21,004		21,004
			Preferred Equity		11/19/2021	5,944						5,944		5,944
												26,948		26,948
Dos Rios Partners	(12) (13)	Investment Partnership
			LP Interests (Dos Rios Partners, LP)	(31)	4/25/2013	20.2%						6,605		10,419
			LP Interests (Dos Rios Partners - A, LP)	(31)	4/25/2013	6.4%						2,097		3,308
												8,702		13,727
Dos Rios Stone Products LLC	(10)	Limestone and Sandstone Dimension Cut Stone Mining Quarries
			Class A Preferred Units	(30)	6/27/2016	2,000,000						2,000		350

EIG Fund Investments	(12) (13)	Investment Partnership
			LP Interests (EIG Global Private Debt Fund-A, L.P.)	(8) (31)	11/6/2015	11.1%						546		499

Flame King Holdings, LLC		Propane Tank and Accessories Distributor
			Secured Debt	(9)	10/29/2021		7.50% (L+6.50%, Floor 1.00%)	10/31/2026		7,600		7,528		7,528
			Secured Debt	(9)	10/29/2021		12.00% (L+11.00%, Floor 1.00%)	10/31/2026		21,200		21,006		21,006
			Preferred Equity	(8)	10/29/2021	9,360						10,400		10,400
												38,934		38,934
Freeport Financial Funds	(12) (13)	Investment Partnership
			LP Interests (Freeport Financial SBIC Fund LP)	(31)	3/23/2015	9.3%						4,481		4,585
			LP Interests (Freeport First Lien Loan Fund III LP)	(8) (31)	7/31/2015	6.0%						7,629		7,231
												12,110		11,816
GFG Group, LLC.		Grower and Distributor of a Variety of Plants and Products to Other Wholesalers, Retailers and Garden Centers
			Secured Debt		3/31/2021		12.00%	3/31/2026		12,545		12,442		12,545
			Preferred Member Units	(8)	3/31/2021	226						4,899		6,989
												17,341		19,534
Harris Preston Fund Investments	(12) (13)	Investment Partnership
			LP Interests (HPEP 3, L.P.)	(8) (31)	8/9/2017	8.2%						3,445		4,684

Hawk Ridge Systems, LLC		Value-Added Reseller of Engineering Design and Manufacturing Solutions

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

March 31, 2022

(dollars in thousands)

(Unaudited)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Rate (39)	Maturity Date	Principal (4)		Cost (4)		Fair Value (18)
			Secured Debt	(9)	12/2/2016		7.00% (L+6.00%, Floor 1.00%)	1/15/2026		2,585		2,585		2,585
			Secured Debt		12/2/2016		8.00%	1/15/2026		34,800		34,680		34,800
			Preferred Member Units	(8)	12/2/2016	226						2,850		16,570
			Preferred Member Units	(30)	12/2/2016	226						150		870
												40,265		54,825
Houston Plating and Coatings, LLC		Provider of Plating and Industrial Coating Services
			Unsecured Convertible Debt		5/1/2017		8.00%	5/1/2022		3,000		3,000		2,870
			Member Units	(8)	1/8/2003	322,297						2,352		2,969
												5,352		5,839
I-45 SLF LLC	(12) (13)	Investment Partnership
			Member Units (Fully diluted 20.0%; 24.40% profits interest)	(8)	10/20/2015							19,000		14,439

Iron-Main Investments, LLC		Consumer Reporting Agency Providing Employment Background Checks and Drug Testing
			Secured Debt		8/2/2021		12.50%	11/15/2026		4,600		4,559		4,559
			Secured Debt		9/1/2021		12.50%	11/15/2026		3,200		3,171		3,171
			Secured Debt		11/15/2021		12.50%	11/15/2026		28,944		28,759		28,759
			Common Stock		8/3/2021	179,778						1,798		1,798
												38,287		38,287
L.F. Manufacturing Holdings, LLC	(10)	Manufacturer of Fiberglass Products
			Preferred Member Units (non-voting)	(8) (19)	1/1/2019		14.00% PIK					111		111
			Member Units	(8)	12/23/2013	2,179,001						2,019		2,560
												2,130		2,671
OnAsset Intelligence, Inc.		Provider of Transportation Monitoring / Tracking Products and Services
			Secured Debt	(19)	5/20/2014		12.00% PIK	12/31/2022		964		964		964
			Secured Debt	(19)	3/21/2014		12.00% PIK	12/31/2022		983		983		983
			Secured Debt	(19)	5/10/2013		12.00% PIK	12/31/2022		2,116		2,116		2,116
			Secured Debt	(19)	4/18/2011		12.00% PIK	12/31/2022		4,415		4,415		4,415
			Unsecured Debt	(19)	6/5/2017		10.00% PIK	12/31/2022		197		197		197
			Preferred Stock	(19)	4/18/2011	912	7.00% PIK					1,981		-
			Common Stock		4/15/2021	635						830		-
			Warrants	(27)	4/18/2011	4,699		5/10/2023				1,089		-
												12,575		8,675
Oneliance, LLC		Construction Cleaning Company
			Secured Debt	(9)	8/6/2021		12.00% (L+11.00%, Floor 1.00%)	8/6/2026		5,600		5,550		5,550
			Preferred Stock		8/6/2021	1,056						1,056		1,056
												6,606		6,606
Rocaceia, LLC (Quality Lease and Rental Holdings, LLC)		Provider of Rigsite Accommodation Unit Rentals and Related Services
			Secured Debt	(14) (17)	6/30/2015		12.00%	1/8/2018		30,369		29,865		-
			Preferred Member Units		1/8/2013	250						2,500		-
												32,365		-
SI East, LLC		Rigid Industrial Packaging Manufacturing
			Secured Debt		8/31/2018		10.25%	8/31/2023		65,543		65,448		65,543
			Preferred Member Units	(8)	8/31/2018	157						1,218		12,529
												66,666		78,072
Slick Innovations, LLC		Text Message Marketing Platform
			Secured Debt		9/13/2018		13.00%	9/13/2023		5,120		5,061		5,120
			Common Stock		9/13/2018	70,000						700		1,510
			Warrants	(27)	9/13/2018	18,084		9/13/2028				181		400
												5,942		7,030

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

March 31, 2022

(dollars in thousands)

(Unaudited)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Rate (39)	Maturity Date	Principal (4)		Cost (4)		Fair Value (18)
Sonic Systems International, LLC	(10)	Nuclear Power Staffing Services
			Secured Debt	(9)	8/20/2021		8.50% (L+7.50%, Floor 1.00%)	8/20/2026		11,982		11,769		11,769
			Common Stock		8/20/2021	7,866						1,070		1,010
												12,839		12,779
Superior Rigging & Erecting Co.		Provider of Steel Erecting, Crane Rental & Rigging Services
			Secured Debt		8/31/2020		12.00%	8/31/2025		21,500		21,344		21,344
			Preferred Member Units		8/31/2020	1,571						4,500		4,500
												25,844		25,844
The Affiliati Network, LLC		Performance Marketing Solutions
			Secured Debt		8/9/2021		7.00%	8/9/2026		1,080		1,063		1,063
			Secured Debt		8/9/2021		11.83%	8/9/2026		12,961		12,841		12,841
			Preferred Stock	(8)	8/9/2021	1,280,000						6,400		6,990
												20,304		20,894
UnionRock Energy Fund II, LP	(12) (13)	Investment Partnership
			LP Interests	(8) (31)	6/15/2020	11.1%						1,243		1,653

UniTek Global Services, Inc.	(11)	Provider of Outsourced Infrastructure Services
			Secured Debt	(9) (19)	10/15/2018		8.50% (6.50% cash, 2.00% PIK) (2.00% PIK, L+5.50% Floor 1.00%)	8/20/2024		399		398		373
			Secured Debt	(9) (19)	8/27/2018		8.50% (6.50% cash, 2.00% PIK) (2.00% PIK, L+5.50% Floor 1.00%)	8/20/2024		1,996		1,985		1,864
			Secured Convertible Debt	(19)	1/1/2021		15.00% PIK	2/20/2025		1,290		1,290		2,388
			Preferred Stock	(8) (19)	8/29/2019	1,133,102	20.00% PIK					1,844		2,833
			Preferred Stock	(19)	8/21/2018	1,521,122	20.00% PIK					2,188		1,835
			Preferred Stock	(19)	6/30/2017	2,281,682	19.00% PIK					3,667		-
			Preferred Stock	(19)	1/15/2015	4,336,866	13.50% PIK					7,924		-
			Common Stock		4/1/2020	945,507						-		-
												19,296		9,293
Universal Wellhead Services Holdings, LLC	(10)	Provider of Wellhead Equipment, Designs, and Personnel to the Oil & Gas Industry
			Preferred Member Units	(19) (30)	12/7/2016	716,949	14.00% PIK					1,032		-
			Member Units	(30)	12/7/2016	4,000,000						4,000		-
												5,032		-
Volusion, LLC		Provider of Online Software-as-a-Service eCommerce Solutions
			Secured Debt	(17)	1/26/2015		11.50%	1/26/2020		17,084		17,084		17,084
			Unsecured Convertible Debt		5/16/2018		8.00%	11/16/2023		409		409		409
			Preferred Member Units		1/26/2015	4,876,670						14,000		5,989
			Warrants	(27)	1/26/2015	1,831,355		1/26/2025				2,576		-
												34,069		23,482
Subtotal Affiliate Investments (29.9% of net assets at fair value)											$	583,428	$	559,439

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

March 31, 2022

(dollars in thousands)

(Unaudited)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Rate (39)	Maturity Date	Principal (4)		Cost (4)		Fair Value (18)

Non-Control/Non-Affiliate Investments (7)

Acousti Engineering Company of Florida	(10)	Interior Subcontractor Providing Acoustical Walls and Ceilings
			Secured Debt	(9)	11/2/2020		10.00% (L+8.50%, Floor 1.50%)	11/2/2025	$	11,115	$	11,018	$	11,115
			Secured Debt	(9)	5/26/2021		14.00% (L+12.50%, Floor 1.50%)	11/2/2025		839		831		839
												11,849		11,954
Adams Publishing Group, LLC	(10)	Local Newspaper Operator
			Secured Debt	(9)	3/11/2022		8.50% (L+7.50%, Floor 1.00%)	3/11/2027		25,618		25,550		25,550

ADS Tactical, Inc.	(11)	Value-Added Logistics and Supply Chain Provider to the Defense Industry
			Secured Debt	(9)	3/29/2021		6.75% (L+5.75%, Floor 1.00%)	3/19/2026		21,861		21,488		20,969

American Health Staffing Group, Inc.	(10)	Healthcare Temporary Staffing
			Secured Debt	(9)	11/19/2021		7.00% (L+6.00%, Floor 1.00%)	11/19/2026		6,667		6,593		6,593

American Nuts, LLC	(10)	Roaster, Mixer and Packager of Bulk Nuts and Seeds
			Secured Debt	(9) (39)	3/11/2022		7.75% (SOFR+6.75%, Floor 1.00%)	4/10/2026		19,756		19,411		19,411
			Secured Debt	(9) (39)	3/11/2022		9.75% (SOFR+8.75%, Floor 1.00%)	4/10/2026		19,756		19,411		19,411
												38,822		38,822
American Teleconferencing Services, Ltd.	(11)	Provider of Audio Conferencing and Video Collaboration Solutions
			Secured Debt	(9) (14)	9/17/2021		7.50% (L+6.50%, Floor 1.00%)	6/30/2022		2,980		2,980		164
			Secured Debt	(9) (14)	5/19/2016		7.50% (L+6.50%, Floor 1.00%)	6/28/2023		14,370		13,706		790
												16,686		954
ArborWorks, LLC	(10)	Vegetation Management Services
			Secured Debt	(9)	11/9/2021		8.00% (L+7.00%, Floor 1.00%)	11/9/2026		30,178		29,489		29,489
			Common Equity		11/9/2021	234						234		234
												29,723		29,723
Arrow International, Inc	(10)	Manufacturer and Distributor of Charitable Gaming Supplies
			Secured Debt	(9) (23)	12/21/2020		9.18% (L+7.93%, Floor 1.25%)	12/21/2025		22,500		22,313		22,500

ATS Operating, LLC	(10)	For-Profit Thrift Retailer
			Secured Debt	(9) (39)	1/18/2022		7.50%(SOFR+6.50%, Floor 1.00%)	1/18/2027		720		720		720
			Secured Debt	(9) (39)	1/18/2022		6.50%(SOFR+5.50%, Floor 1.00%)	1/18/2027		6,660		6,660		6,660
			Secured Debt	(9) (39)	1/18/2022		8.50%(SOFR+7.50%, Floor 1.00%)	1/18/2027		6,660		6,660		6,660
			Common Stock		1/18/2022	720,000						720		720
												14,760		14,760
AVEX Aviation Holdings, LLC	(10)	Specialty Aircraft Dealer
			Secured Debt	(9)	12/15/2021		8.00% (L+7.00%, Floor 1.00%)	12/15/2026		13,289		12,991		12,991
			Common Equity		12/15/2021	360						360		360
												13,351		13,351
BDS Solutions IntermediateCo, LLC	(10)	Outsourced Consumer Services Provider

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

March 31, 2022

(dollars in thousands)

(Unaudited)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Rate (39)	Maturity Date	Principal (4)		Cost (4)		Fair Value (18)
			Secured Debt	(9) (39)	2/7/2022		7.50% (SOFR+6.50%, Floor 1.00%)	2/7/2027		39,886		39,047		39,047

Berry Aviation, Inc.	(10)	Charter Airline Services
			Secured Debt	(19)	7/6/2018		12.00% (10.50% Cash, 1.50% PIK)	1/6/2024		193		193		193
			Preferred Member Units	(8) (19) (30)	11/12/2019	122,416	16.00% PIK					175		325
			Preferred Member Units	(8) (19) (30)	7/6/2018	1,548,387	8.00% PIK					2,066		4,006
												2,434		4,524
Binswanger Enterprises, LLC	(10)	Glass Repair and Installation Service Provider
			Secured Debt	(9)	3/10/2017		9.50% (L+8.50%, Floor 1.00%)	3/10/2023		12,001		11,933		12,001
			Member Units		3/10/2017	1,050,000						1,050		730
												12,983		12,731
Bluestem Brands, Inc.	(11)	Multi-Channel Retailer of General Merchandise
			Secured Debt	(9)	8/28/2020		10.00% (L+8.50%, Floor 1.50%)	8/28/2025		5,357		5,357		5,337
			Common Stock	(8)	10/1/2020	723,184						1		2,775
												5,358		8,112
Brainworks Software, LLC	(10)	Advertising Sales and Newspaper Circulation Software
			Secured Debt	(9) (14) (17)	8/12/2014		12.50% (Prime+9.25%, Floor 3.25%)	7/22/2019		7,817		7,817		4,201

Brightwood Capital Fund Investments	(12) (13)	Investment Partnership
			LP Interests (Brightwood Capital Fund III, LP)	(8) (31)	7/21/2014	1.6%						7,110		4,502
			LP Interests (Brightwood Capital Fund IV, LP)	(8) (31)	10/26/2016	0.6%						4,350		4,394
												11,460		8,896
Burning Glass Intermediate Holding Company, Inc.	(10)	Provider of Skills-Based Labor Market Analytics
			Secured Debt	(9)	6/14/2021		6.00% (L+5.00%, Floor 1.00%)	6/10/2026		465		431		431
			Secured Debt	(9)	6/14/2021		6.00% (L+5.00%, Floor 1.00%)	6/10/2028		20,084		19,767		20,084
												20,198		20,515
Cadence Aerospace LLC	(10)	Aerostructure Manufacturing
			Secured Debt	(9) (19) (34)	11/14/2017		9.28% Cash, 0.22% PIK	11/14/2023		28,553		28,432		28,553

CAI Software LLC		Provider of Specialized Enterprise Resource Planning Software
			Preferred Equity		12/13/2021	1,788,527						1,789		1,789
			Preferred Equity		12/13/2021	596,176						-		-
												1,789		1,789
Camin Cargo Control, Inc.	(11)	Provider of Mission Critical Inspection, Testing and Fuel Treatment Services
			Secured Debt	(9)	6/14/2021		7.50% (L+6.50%, Floor 1.00%)	6/4/2026		15,378		15,246		15,301

Cenveo Corporation	(11)	Provider of Digital Marketing Agency Services
			Common Stock		9/7/2018	322,907						6,183		3,849

Clarius BIGS, LLC	(10)	Prints & Advertising Film Financing
			Secured Debt	(14) (17) (19)	9/23/2014		15.00% PIK	1/5/2015		2,746		2,746		25

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

March 31, 2022

(dollars in thousands)

(Unaudited)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Rate (39)	Maturity Date	Principal (4)		Cost (4)		Fair Value (18)

Computer Data Source, LLC	(10)	Third Party Maintenance Provider to the Data Center Ecosystem
			Secured Debt	(9)	8/6/2021		8.50% (L+7.50%, Floor 1.00%)	8/6/2026		23,294		22,874		23,165

Construction Supply Investments, LLC	(10)	Distribution Platform of Specialty Construction Materials to Professional Concrete and Masonry Contractors
			Member Units		12/29/2016	861,618						3,335		15,605

Darr Equipment LP	(10)	Heavy Equipment Dealer
			Secured Debt		12/26/2017		11.50%	6/22/2023		4,681		4,681		4,413
			Warrants	(29)	4/15/2014	915,734		12/23/2023				474		160
												5,155		4,573
DTE Enterprises, LLC	(10)	Industrial Powertrain Repair and Services
			Secured Debt	(9)	4/13/2018		9.50% (L+8.00%, Floor 1.50%)	4/13/2023		9,324		9,272		8,897
			Class AA Preferred Member Units (non-voting)	(8) (19)	4/13/2018		10.00% PIK					1,077		1,077
			Class A Preferred Member Units	(19)	4/13/2018	776,316	8.00% PIK					776		320
												11,125		10,294
Dynamic Communities, LLC	(10)	Developer of Business Events and Online Community Groups
			Secured Debt	(9)	7/17/2018		9.50% (L+8.50%, Floor 1.00%)	7/17/2023		5,681		5,645		5,327

Eastern Wholesale Fence LLC	(10)	Manufacturer and Distributor of Residential and Commercial Fencing Solutions
			Secured Debt	(9)	11/19/2020		8.00%, (L+7.00%, Floor 1.00%)	10/30/2025		33,484		32,953		33,484

Emerald Technologies Acquisition Co, Inc.	(11)	Design & Manufacturing
			Secured Debt	(9) (39)	2/10/2022		7.25% (SOFR+6.25%, Floor 1.00%)	2/10/2028		9,375		9,190		9,234

EnCap Energy Fund Investments	(12) (13)	Investment Partnership
			LP Interests (EnCap Energy Capital Fund VIII, L.P.)	(8) (31)	1/22/2015	0.1%						3,745		1,988
			LP Interests (EnCap Energy Capital Fund VIII Co- Investors, L.P.)	(31)	1/21/2015	0.4%						2,097		947
			LP Interests (EnCap Energy Capital Fund IX, L.P.)	(8) (31)	1/22/2015	0.1%						3,903		2,155
			LP Interests (EnCap Energy Capital Fund X, L.P.)	(8) (31)	3/25/2015	0.1%						8,408		8,815
			LP Interests (EnCap Flatrock Midstream Fund II, L.P.)	(31)	3/30/2015	0.8%						5,358		1,515
			LP Interests (EnCap Flatrock Midstream Fund III, L.P.)	(8) (31)	3/27/2015	0.2%						6,070		5,037
												29,581		20,457

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

March 31, 2022

(dollars in thousands)

(Unaudited)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Rate (39)	Maturity Date	Principal (4)		Cost (4)		Fair Value (18)
EPIC Y-Grade Services, LP	(11)	NGL Transportation & Storage
			Secured Debt	(9)	6/22/2018		7.00% (L+6.00%, Floor 1.00%)	6/30/2027		6,875		6,806		5,815

Event Holdco, LLC	(10)	Event and Learning Management Software for Healthcare Organizations and Systems
			Secured Debt	(9) (30)	12/22/2021		8.00% (L+7.00%, Floor 1.00%)	12/22/2026		46,154		45,700		45,700

Flip Electronics LLC	(10)	Distributor of Hard-to-Find and Obsolete Electronic Components
			Secured Debt	(9) (39)	1/4/2021		8.50% (SOFR+7.50%, Floor 1.00%)	1/2/2026		6,185		6,061		6,061

Fortna Acquisition Co., Inc.	(10)	Process, Physical Distribution and Logistics Consulting Services
			Secured Debt		7/23/2019		5.21% (L+5.00%)	4/8/2025		7,542		7,477		7,542

Fuse, LLC	(11)	Cable Networks Operator
			Secured Debt		6/30/2019		12.00%	6/28/2024		1,810		1,810		1,672
			Common Stock		6/30/2019	10,429						256		-
												2,066		1,672
GeoStabilization International (GSI)	(11)	Geohazard Engineering Services & Maintenance
			Secured Debt		1/2/2019		5.58% (L+5.25%)	12/19/2025		20,710		20,621		20,606

GoWireless Holdings, Inc.	(11)	Provider of Wireless Telecommunications Carrier Services
			Secured Debt	(9)	1/10/2018		7.50% (L+6.50%, Floor 1.00%)	12/22/2024		18,249		18,164		18,249

Grupo Hima San Pablo, Inc.	(11)	Tertiary Care Hospitals
			Secured Debt	(9) (14) (17)	3/7/2013		9.25% (L+7.00%, Floor 1.50%)	4/30/2019		4,504		4,504		968
			Secured Debt	(14) (17)	3/7/2013		13.75%	10/15/2018		2,055		2,040		49
			Secured Debt	(14) (17)	3/7/2013		12.00%	12/24/2021		147		147		147
												6,691		1,164
GS HVAM Intermediate, LLC	(10)	Specialized Food Distributor
			Secured Debt	(9)	10/18/2019		6.75% (L+5.75%, Floor 1.00%)	10/2/2024		13,187		13,118		13,187

GS Operating, LLC (Gexpro)	(10)	Distributor of Industrial and Specialty Parts
			Secured Debt	(9) (39)	1/3/2022		6.75% (SOFR+6.00%, Floor 0.75%)	1/3/2028		30,182		29,359		30,182

HDC/HW Intermediate Holdings	(10)	Managed Services and Hosting Provider
			Secured Debt	(9)	12/21/2018		8.50% (L+7.50%, Floor 1.00%)	12/21/2023		3,449		3,422		3,063

Heartland Dental, LLC	(10)	Dental Support Organization
			Secured Debt	(9)	9/9/2020		7.50% (L+6.50%, Floor 1.00%)	4/30/2025		14,775		14,465		14,775

HOWLCO LLC	(11) (13) (21)	Provider of Accounting and Business Development Software to Real Estate End Markets
			Secured Debt	(9)	8/19/2021		7.00% (L+6.00%, Floor 1.00%)	10/23/2026		25,482		25,482		25,482

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

March 31, 2022

(dollars in thousands)

(Unaudited)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Rate (39)	Maturity Date	Principal (4)		Cost (4)		Fair Value (18)

Hybrid Promotions, LLC	(10)	Wholesaler of Licensed, Branded and Private Label Apparel
			Secured Debt	(9)	6/30/2021		9.25% (L+8.25%, Floor 1.00%)	6/30/2026		7,088		6,964		6,930

IG Parent Corporation	(11)	Software Engineering
			Secured Debt	(9)	7/30/2021		6.75% (L+5.75%, Floor 1.00%)	7/30/2026		10,067		9,905		10,040

Implus Footcare, LLC	(10)	Provider of Footwear and Related Accessories
			Secured Debt	(9)	6/1/2017		8.75% (L+7.75%, Floor 1.00%)	4/30/2024		18,656		18,449		17,623

Independent Pet Partners Intermediate Holdings, LLC	(10)	Omnichannel Retailer of Specialty Pet Products
			Secured Debt	(9) (19) (35)	8/20/2020		L+6.50% PIK	12/22/2022		6,442		6,442		6,442
			Secured Debt	(19)	12/10/2020		6.00% PIK	11/20/2023		18,154		17,258		17,258
			Preferred Stock (non-voting)	(19)	12/10/2020		6.00% PIK					3,235		4,405
			Preferred Stock (non-voting)		12/10/2020							-		-
			Member Units		11/20/2018	1,558,333						1,558		-
												28,493		28,105
Industrial Services Acquisition, LLC	(10)	Industrial Cleaning Services
			Secured Debt	(9)	8/13/2021		7.75% (L+6.75%, Floor 1.00%)	8/13/2026		19,848		19,465		19,808
			Preferred Member Units	(8) (19) (30)	1/31/2018	144	10.00% PIK					122		166
			Preferred Member Units	(8) (19) (30)	5/17/2019	80	20.00% PIK					84		101
			Member Units	(30)	6/17/2016	900						900		729
												20,571		20,804
Infolinks Media Buyco, LLC	(10)	Exclusive Placement Provider to the Advertising Ecosystem
			Secured Debt	(9)	11/1/2021		7.00% (L+6.00%, Floor 1.00%)	11/1/2026		8,658		8,477		8,477

Interface Security Systems, L.L.C	(10)	Commercial Security & Alarm Services
			Secured Debt	(9)	12/9/2021		11.75% (L+10.00%, Floor 1.75%)	8/7/2023		770		770		770
			Secured Debt	(9) (14) (19)	8/7/2019		9.75% (8.75% Cash, 1.00% PIK) (1.00% PIK + L+7.00%, Floor 1.75%)	8/7/2023		7,313		7,237		3,831
			Common Stock		12/7/2021	2,143						-		-
												8,007		4,601
Intermedia Holdings, Inc.	(11)	Unified Communications as a Service
			Secured Debt	(9)	8/3/2018		7.00% (L+6.00%, Floor 1.00%)	7/19/2025		20,627		20,563		20,487

Invincible Boat Company, LLC.	(10)	Manufacturer of Sport Fishing Boats
			Secured Debt	(9)	8/28/2019		8.00% (L+6.50%, Floor 1.50%)	8/28/2025		16,889		16,749		16,889

INW Manufacturing, LLC	(11)	Manufacturer of Nutrition and Wellness Products
			Secured Debt	(9)	5/19/2021		6.76% (L+5.75%, Floor 0.75%)	3/25/2027		7,313		7,123		7,166

Isagenix International, LLC	(11)	Direct Marketer of Health & Wellness Products
			Secured Debt	(9)	6/21/2018		6.75% (L+5.75%, Floor 1.00%)	6/14/2025		5,054		5,033		3,263

Jackmont Hospitality, Inc.	(10)	Franchisee of Casual Dining Restaurants
			Secured Debt	(9)	5/26/2015		8.50% (L+7.50%, Floor 1.00%)	11/4/2024		2,095		2,095		2,095
			Preferred Equity	(8)	11/8/2021	2,826,667						320		320

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

March 31, 2022

(dollars in thousands)

(Unaudited)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Rate (39)	Maturity Date	Principal (4)		Cost (4)		Fair Value (18)
												2,415		2,415
Joerns Healthcare, LLC	(11)	Manufacturer and Distributor of Health Care Equipment & Supplies
			Secured Debt	(9)	8/21/2019		7.00% (L+6.00%, Floor 1.00%)	8/21/2024		4,034		3,993		3,329
			Secured Debt	(19)	11/15/2021		15.00% PIK	11/8/2022		1,705		1,705		1,705
			Common Stock		8/21/2019	472,579						4,429		-
												10,127		5,034
JTI Electrical & Mechanical, LLC	(10)	Electrical, Mechanical and Automation Services
			Secured Debt	(9)	12/22/2021		7.00% (L+6.00%, Floor 1.00%)	12/22/2026		37,658		36,786		36,786
			Common Equity		12/22/2021	1,684,211						1,684		1,684
												38,470		38,470
Klein Hersh, LLC	(10)	Executive and C-Suite Placement for the Life Sciences and Healthcare Industries
			Secured Debt	(9)	11/13/2020		7.75% (L+7.00%, Floor 0.75%)	11/13/2025		42,519		41,620		42,478

KMS, LLC	(10)	Wholesaler of Closeout and Value-priced Products
			Secured Debt	(9)	10/4/2021		8.25% (L+7.25%, Floor 1.00%)	10/4/2026		7,562		7,405		7,405

Kore Wireless Group Inc.	(11) (13)	Mission Critical Software Platform
			Secured Debt		12/31/2018		6.11% (L+5.50%)	12/20/2024		11,385		11,322		11,342

Laredo Energy, LLC	(10)	Oil & Gas Exploration & Production
			Member Units		5/4/2020	1,155,952						11,561		10,099

Lightbox Holdings, L.P.	(11)	Provider of Commercial Real Estate Software
			Secured Debt		5/23/2019		5.61% (L+5.00%)	5/9/2026		14,588		14,432		14,369

LKCM Headwater Investments I, L.P.	(12) (13)	Investment Partnership
			LP Interests	(8) (31)	1/25/2013	2.3%						1,746		2,854

LL Management, Inc.	(10)	Medical Transportation Service Provider
			Secured Debt	(9)	5/2/2019		8.25% (L+7.25%, Floor 1.00%)	9/25/2023		17,424		17,314		17,424

LLFlex, LLC	(10)	Provider of Metal-Based Laminates
			Secured Debt	(9)	8/16/2021		10.00% (L+9.00%, Floor 1.00%)	8/16/2026		4,466		4,376		4,376

Logix Acquisition Company, LLC	(10)	Competitive Local Exchange Carrier
			Secured Debt	(9)	1/8/2018		6.75% (L+5.75%, Floor 1.00%)	12/22/2024		25,780		24,642		24,298

Looking Glass Investments, LLC	(12) (13)	Specialty Consumer Finance
			Member Units		7/1/2015	3						125		25

Mac Lean-Fogg Company	(10)	Manufacturer and Supplier for Auto and Power Markets
			Secured Debt	(9)	4/22/2019		5.88% (L+5.25%, Floor 0.625%)	12/22/2025		16,993		16,914		16,993
			Preferred Stock	(19)	10/1/2019		13.75% (4.50% Cash, 9.25% PIK)					1,940		1,940
												18,854		18,933
Mako Steel, LP	(10)	Self-Storage Design & Construction
			Secured Debt	(9) (38)	3/15/2021		8.18% (L+7.25%, Floor 0.75%)	3/13/2026		1,825		1,775		1,804

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

March 31, 2022

(dollars in thousands)

(Unaudited)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Rate (39)	Maturity Date	Principal (4)		Cost (4)		Fair Value (18)
			Secured Debt	(9)	3/15/2021		8.38 % (L+7.25%, Floor 0.75%)	3/13/2026		15,542		15,290		15,362
												17,065		17,166
MB2 Dental Solutions, LLC	(11)	Dental Partnership Organization
			Secured Debt	(9)	1/28/2021		7.00% (L+6.00%, Floor 1.00%)	1/29/2027		7,956		7,846		7,956
			Secured Debt	(9) (36)	1/28/2021		7.10%	1/29/2027		4,610		4,567		4,610
												12,413		12,566
Mills Fleet Farm Group, LLC	(10)	Omnichannel Retailer of Work, Farm and Lifestyle Merchandise
			Secured Debt	(9)	10/24/2018		7.25% (L+6.25%, Floor 1.00%)	10/24/2024		17,781		17,582		17,781

NBG Acquisition Inc	(11)	Wholesaler of Home Décor Products
			Secured Debt	(9)	4/28/2017		6.99% (L+5.50%, Floor 1.00%)	4/26/2024		3,932		3,909		2,669

NinjaTrader, LLC	(10)	Operator of Futures Trading Platform
			Secured Debt	(9)	12/18/2019		7.25% (L+6.25%, Floor 1.00%)	12/18/2024		31,425		30,886		31,373

NNE Partners, LLC	(10)	Oil & Gas Exploration & Production
			Secured Debt		3/2/2017		9.42% (L+9.25%)	12/31/2023		24,781		24,718		23,582

Northstar Group Services, Inc	(11)	Commercial & Industrial Services
			Secured Debt	(9)	11/1/2021		6.50% (L+5.50%, Floor 1.00%)	11/12/2026		9,935		9,890		9,898

NTM Acquisition Corp.	(11)	Provider of B2B Travel Information Content
			Secured Debt	(9) (19)	7/12/2016		8.25% (7.25% Cash, 1.00% PIK) (1.00%PIK + L+6.25%, Floor 1.00%)	6/7/2024		4,538		4,538		4,380

NWN Corporation	(10)	Value Added Reseller and Provider of Managed Services to a Diverse Set of Industries
			Secured Debt	(9)	5/7/2021		7.50% (L+6.50%, Floor 1.00%)	5/7/2026		42,972		42,158		41,730

Ospemifene Royalty Sub LLC	(10)	Estrogen-Deficiency Drug Manufacturer and Distributor
			Secured Debt	(14)	7/8/2013		11.50%	11/15/2026		4,540		4,540		91

OVG Business Services, LLC	(10)	Venue Management Services
			Secured Debt	(9)	11/29/2021		7.25% (L+6.25%, Floor 1.00%)	11/19/2028		14,000		13,866		13,580

Paragon Healthcare, Inc.	(10)	Infusion Therapy Treatment Provider
			Secured Debt	(9) (39)	1/19/2022		6.75% (SOFR+5.75%, Floor 1.00%)	1/19/2027		18,388		17,632		17,632

Project Eagle Holdings, LLC	(10)	Provider of Secure Business Collaboration Software
			Secured Debt	(9)	7/6/2020		7.76% (L+6.75%, Floor 1.00%)	7/6/2026		29,663		29,110		29,641

RA Outdoors LLC	(10)	Software Solutions Provider for Outdoor Activity Management
			Secured Debt	(9)	4/8/2021		7.75% (L+6.75%, Floor 1.00%)	4/8/2026		18,991		18,829		17,812

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

March 31, 2022

(dollars in thousands)

(Unaudited)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Rate (39)	Maturity Date	Principal (4)		Cost (4)		Fair Value (18)
Research Now Group, Inc. and Survey Sampling International, LLC	(11)	Provider of Outsourced Online Surveying
			Secured Debt	(9)	12/29/2017		6.50% (L+5.50%, Floor 1.00%)	12/20/2024		20,124		19,817		19,820

RM Bidder, LLC	(10)	Scripted and Unscripted TV and Digital Programming Provider
			Member Units		11/12/2015	2,779						46		24
			Warrants	(26)	11/12/2015	187,161		10/20/2025				425		-
												471		24
Roof Opco, LLC	(10)	Residential Re-Roofing/Repair
			Secured Debt	(9)	8/27/2021		7.00% (L+6.00%, Floor 1.00%)	8/27/2026		4,729		4,618		4,618

RTIC Subsidiary Holdings, LLC	(10)	Direct-To-Consumer eCommerce Provider of Outdoor Products
			Secured Debt	(9)	9/1/2020		9.00% (L+7.75%, Floor 1.25%)	9/1/2025		20,709		20,528		20,709

Rug Doctor, LLC.	(10)	Carpet Cleaning Products and Machinery
			Secured Debt	(9)	7/16/2021		7.25% (L+6.25%, Floor 1.00%)	11/16/2024		9,105		8,888		8,941

Salient Partners L.P.	(11)	Provider of Asset Management Services
			Secured Debt	(9)	8/31/2018		7.00% (L+6.00%, Floor 1.00%)	10/30/2022		6,251		6,248		4,064
			Secured Debt	(9)	9/30/2021		7.00% (L+6.00%, Floor 1.00%)	10/30/2022		1,250		1,250		2,435
												7,498		6,499
Savers, Inc.	(11)	For-Profit Thrift Retailer
			Secured Debt	(9)	5/14/2021		6.25% (L+5.50%, Floor 0.75%)	4/26/2028		11,372		11,271		11,315

SIB Holdings, LLC	(10)	Provider of Cost Reduction Services
			Secured Debt	(9)	10/29/2021		7.00% (L+6.00%, Floor 1.00%)	10/29/2026		6,282		6,142		6,152
			Common Equity		10/29/2021	95,238						200		200
												6,342		6,352
South Coast Terminals Holdings, LLC	(10)	Specialty Toll Chemical Manufacturer
			Secured Debt	(9)	12/10/2021		7.25% (L+6.25%, Floor 1.00%)	12/13/2026		41,567		40,701		40,701
			Common Equity		12/10/2021	863,636						864		864
												41,565		41,565
Staples Canada ULC	(10) (13) (21)	Office Supplies Retailer
			Secured Debt	(9) (22)	9/14/2017		8.00% (L+7.00%, Floor 1.00%)	9/12/2024		15,522		15,457		15,275

Stellant Systems, Inc.	(11)	Manufacturer of Traveling Wave Tubes and Vacuum Electronic Devices
			Secured Debt	(9)	1/0/1900		6.51% (L+5.50%, Floor 0.75%)	10/1/2028		7,681		7,609		7,566

Student Resource Center, LLC	(10)	Higher Education Services
			Secured Debt	(9)	6/25/2021		9.00% (L+8.00%, Floor 1.00%)	6/25/2026		10,588		10,394		9,844

Tacala Investment Corp.	(33)	Quick Service Restaurant Group
			Secured Debt	(9)	3/19/2021		4.25% (L+3.50%, Floor 0.75%)	2/5/2027		1,995		1,995		1,968

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

March 31, 2022

(dollars in thousands)

(Unaudited)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Rate (39)	Maturity Date	Principal (4)		Cost (4)		Fair Value (18)
Team Public Choices, LLC	(11)	Home-Based Care Employment Service Provider
			Secured Debt	(9)	12/22/2020		6.00% (L+5.00%, Floor 1.00%)	12/18/2027		15,078		14,762		14,965

Tectonic Financial, LLC		Financial Services Organization
			Common Stock	(8)	5/15/2017	200,000						2,000		5,630

Tex Tech Tennis, LLC	(10)	Sporting Goods & Textiles
			Common Stock	(30)	7/7/2021	1,000,000						1,000		1,130

U.S. TelePacific Corp.	(11)	Provider of Communications and Managed Services
			Secured Debt	(9) (19) (39)	5/17/2017		9.25% (2.00% Cash, 7.25% PIK) (SOFR+1.00%, Floor 1.00%, 7.25% PIK)	5/2/2026		17,088		17,004		12,115

USA DeBusk LLC	(10)	Provider of Industrial Cleaning Services
			Secured Debt	(9)	10/22/2019		6.75% (L+5.75%, Floor 1.00%)	9/8/2026		37,188		36,460		37,188

Veregy Consolidated, Inc.	(11)	Energy Service Company
			Secured Debt	(9)	11/9/2020		7.00% (L+6.00%, Floor 1.00%)	11/3/2027		17,820		16,720		16,718

Vida Capital, Inc	(11)	Alternative Asset Manager
			Secured Debt		10/10/2019		6.33% (L+6.00%)	10/1/2026		16,835		16,663		15,502

Vistar Media, Inc.	(10)	Operator of Digital Out-of-Home Advertising Platform
			Preferred Stock		4/3/2019	70,207						768		2,349

VORTEQ Coil Finishers, LLC	(10)	Specialty Coating of Aluminum and Light-Gauge Steel
			Secured Debt	(9)	11/30/2021		8.50% (L+7.50%, Floor 1.00%)	11/30/2026		25,962		25,476		25,476
			Common Equity		11/30/2021	1,038,462						1,038		1,038
												26,514		26,514
Wahoo Fitness Acquisition L.L.C.	(11)	Fitness Training Equipment Provider
			Secured Debt	(9)	8/17/2021		6.75% (L+5.75%, Floor 1.00%)	8/12/2028		14,906		14,494		14,608

Wall Street Prep, Inc.	(10)	Financial Training Services
			Secured Debt	(9)	7/19/2021		8.00% (L+7.00%, Floor 1.00%)	7/19/2026		4,345		4,262		4,262
			Common Stock		7/19/2021	400,000						400		400
												4,662		4,662
Watterson Brands, LLC	(10)	Facility Management Services
			Secured Debt	(9)	12/17/2021		7.00% (L+6.00%, Floor 1.00%)	12/17/2026		16,170		15,795		15,795

West Star Aviation Acquisition, LLC	(10)	Aircraft, Aircraft Engine and Engine Parts
			Secured Debt	(9) (39)	3/1/2022		6.75% (SOFR+6.0%, Floor 0.75%)	3/1/2028		10,848		10,612		10,612
			Common Stock		3/1/2022	1,522,200						1,541		1,541
												12,153		12,153
Winter Services LLC	(10)	Provider of Snow Removal and Ice Management Services
			Secured Debt	(9)	11/19/2021		8.00% (L+7.00%, Floor 1.00%)	11/19/2026		11,222		10,975		11,016

Xenon Arc, Inc.	(10)	Tech-enabled Distribution Services to Chemicals and Food Ingredients Primary Producers
			Secured Debt	(9)	12/17/2021		6.75% (L+6.00%, Floor 0.75%)	12/17/2026		38,504		37,387		37,387

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

March 31, 2022

(dollars in thousands)

(Unaudited)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Rate (39)	Maturity Date	Principal (4)		Cost (4)		Fair Value (18)

YS Garments, LLC	(11)	Designer and Provider of Branded Activewear
			Secured Debt	(9) (37)	8/22/2018		6.51%	8/9/2024		12,940		12,880		12,811

Zips Car Wash, LLC	(10)	Express Car Wash Operator
			Secured Debt	(9)	2/11/2022		8.25%(L+7.25%, Floor 1.00%)	3/1/2024		17,734		17,433		17,433

Subtotal Non-Control/Non-Affiliate Investments (87.8% of net assets at fair value)											$	1,690,120	$	1,644,636
Total Portfolio Investments, March 31, 2022 (197.0% of net assets at fair value)											$	3,372,567	$	3,690,738


(1)	All investments are Lower Middle Market portfolio investments, unless otherwise noted. See Note C for a description of Lower Middle Market portfolio investments. All of the Company’s investments, unless otherwise noted, are encumbered either as security for the Company’s Credit Facility or in support of the SBA-guaranteed debentures issued by the Funds.
(2)	Debt investments are income producing, unless otherwise noted. Equity and warrants are non-income producing, unless otherwise noted.
(3)	See Note C and Schedule 12-14 for a summary of geographic location of portfolio companies.
(4)	Principal is net of repayments. Cost is net of repayments and accumulated unearned income.
(5)	Control investments are defined by the 1940 Act, as investments in which more than 25% of the voting securities are owned or where the ability to nominate greater than 50% of the board representation is maintained.
(6)	Affiliate investments are defined by the 1940 Act as investments in which between 5% and 25% (inclusive) of the voting securities are owned and the investments are not classified as Control investments.
(7)	Non-Control/Non-Affiliate investments are defined by the 1940 Act as investments that are neither Control investments nor Affiliate investments.
(8)	Income producing through dividends or distributions.
(9)	Index based floating interest rate is subject to contractual minimum interest rate. A majority of the variable rate loans in the Company’s investment portfolio bear interest at a rate that may be determined by reference to either LIBOR, SOFR or an alternate Base Rate (commonly based on the Federal Funds Rate or the Prime Rate), which typically resets semi-annually, quarterly, or monthly at the borrower’s option. The borrower may also elect to have multiple interest reset periods for each loan. For each such loan, the Company has provided the weighted average annual stated interest rate in effect at March 31, 2022. As noted in this schedule, 68% of the loans (based on the par amount) contain LIBOR or SOFR floors which range between 0.50% and 2.00%, with a weighted-average floor of approximately 1.05%.
(10)	Private Loan portfolio investment. See Note C for a description of Private Loan portfolio investments.
(11)	Middle Market portfolio investment. See Note C for a description of Middle Market portfolio investments.
(12)	Other Portfolio investment. See Note C for a description of Other Portfolio investments.
(13)	Investment is not a qualifying asset as defined under Section 55(a) of the 1940 Act. Qualifying assets must represent at least 70% of total assets at the time of acquisition of any additional non-qualifying assets.
(14)	Non-accrual and non-income producing investment.
(15)	All of the Company’s portfolio investments are generally subject to restrictions on resale as “restricted securities.”
(16)	External Investment Manager. Investment is not encumbered as security for the Company's Credit Facility or in support of the SBA-guaranteed debentures issued by the Funds.
(17)	Maturity date is under on-going negotiations with the portfolio company and other lenders, if applicable.
(18)	Investment fair value was determined using significant unobservable inputs, unless otherwise noted. See Note C for further discussion.
(19)	PIK interest income and cumulative dividend income represent income not paid currently in cash.

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

March 31, 2022

(dollars in thousands)

(Unaudited)

(20)	All portfolio company headquarters are based in the United States, unless otherwise noted.
(21)	Portfolio company headquarters are located outside of the United States.
(22)	In connection with the Company's debt investment in Staples Canada ULC and in an attempt to mitigate any potential adverse change in foreign exchange rates during the term of the Company's investment, the Company maintains a forward foreign currency contract with Cadence Bank to lend $21.4 million Canadian Dollars and receive $16.9 million U.S. Dollars with a settlement date of September 14, 2022. The unrealized depreciation on the forward foreign currency contract was not significant as of March 31, 2022.
(23)	The Company has entered into an intercreditor agreement that entitles the Company to the "last out" tranche of the first lien secured loans, whereby the "first out" tranche will receive priority as to the "last out" tranche with respect to payments of principal, interest, and any other amounts due thereunder. Therefore, the Company receives a higher interest rate than the contractual stated interest rate of LIBOR plus 7.25% (Floor 1.25%) per the credit agreement and the Consolidated Schedule of Investments above reflects such higher rate.
(24)	Investment date represents the date of initial investment in the security position.
(25)	Warrants are presented in equivalent shares with a strike price of $10.92 per share.
(26)	Warrants are presented in equivalent units with a strike price of $14.28 per unit.
(27)	Warrants are presented in equivalent shares/units with a strike price of $0.01 per share/unit.
(28)	Warrants are presented in equivalent shares with a strike price of $0.001 per share.
(29)	Warrants are presented in equivalent units with a strike price of $1.50 per unit.
(30)	Shares/Units represent ownership in an underlying Real Estate or HoldCo entity.
(31)	Investment is not unitized. Presentation is made in percent of fully diluted ownership unless otherwise indicated.
(32)	Portfolio company is in a bankruptcy process and, as such, the maturity date of our debt investment in this portfolio company will not be finally determined until such process is complete. As noted in footnote (14), our debt investment in this portfolio company is on non-accrual status.
(33)	Short-term portfolio investments. See Note C for a description of short-term portfolio investments.
(34)	The security has an effective contractual interest rate of 2.00% PIK + L+6.50%, Floor 1.00%, but the issuer may, in its discretion, elect to pay the PIK interest in cash. The rate presented represents the effective current yield based on actual payments received during the period.
(35)	Delayed draw term loan facility permits the borrower to make an interest rate election on each new tranche of borrowings under the facility. The rate presented represents a weighted-average rate for borrowings under the facility. As of March 31, 2022, borrowings under the loan facility bear interest at L+6.00% or Prime+5.00%.
(36)	Delayed draw term loan facility permits the borrower to make an interest rate election on each new tranche of borrowings under the facility. The rate presented represents a weighted-average rate for borrowings under the facility. As of March 31, 2022, borrowings under the loan facility bear interest at L+6.00% (Floor 1.00%) or Prime+5.00%.
(37)	Delayed draw term loan facility permits the borrower to make an interest rate election on each new tranche of borrowings under the facility. The rate presented represents a weighted-average rate for borrowings under the facility. As of March 31, 2022, borrowings under the loan facility bear interest at L+5.50% (Floor 1.00%) or Prime+4.00%.
(38)	RLOC facility permits the borrower to make an interest rate election on each new tranche of borrowings under the facility. The rate presented represents a weighted-average rate for borrowings under the facility. As of March 31, 2022, borrowings under the loan facility bear interest at L+7.25% (Floor 0.75%).
(39)	SOFR based contracts may include a credit spread adjustment (the "Adjustment") that is charged in addition to the stated spread. The Adjustment is applied when the SOFR rate, plus the Adjustment, exceeds the stated floor rate, as applicable. As of March 31, 2022, the portfolio had Adjustments ranging from 0.10% to 0.26%.

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments

December 31, 2021

(dollars in thousands)


Portfolio Company (1) (20)		Business Description		Type of Investment (2) (3) (15)			Investment Date (24)		Shares/Units		Rate		Maturity Date		Principal (4)			Cost (4)			Fair Value (18)

Control Investments (5)

Analytical Systems Keco Holdings, LLC			Manufacturer of Liquid and Gas Analyzers
					Secured Debt	(9)		8/16/2019				12.00% (L+10.00%, Floor 2.00%)		8/16/2024		$	4,945		$	4,736		$	4,736
					Preferred Member Units			8/16/2019		3,200										3,200			-
					Preferred Member Units			5/20/2021		2,427										2,427			4,894
					Warrants	(27)		8/16/2019		420				8/16/2029						316			-
																				10,679			9,630
ASC Interests, LLC			Recreational and Educational Shooting Facility
					Secured Debt			12/31/2019				13.00%		7/31/2022			200			200			200
					Secured Debt			8/1/2013				13.00%		7/31/2022			1,650			1,636			1,636
					Member Units			8/1/2013		1,500										1,500			720
																				3,336			2,556
ATS Workholding, LLC	(10)		Manufacturer of Machine Cutting Tools and Accessories
					Secured Debt	(14)		11/16/2017				5.00%		8/16/2023			4,794			4,635			3,005
					Preferred Member Units			11/16/2017		3,725,862										3,726			-
																				8,361			3,005
Barfly Ventures, LLC	(10)		Casual Restaurant Group
					Secured Debt			10/15/2020				7.00%		10/31/2024			711			711			711
					Member Units			10/26/2020		37										1,584			1,930
																				2,295			2,641
Bolder Panther Group, LLC			Consumer Goods and Fuel Retailer
					Secured Debt	(9)		12/31/2020				10.50% (L+9.00%, Floor 1.50%)		12/31/2025			39,000			38,687			39,000
					Class A Preferred Member Units	(8)		12/31/2020				14.00%								10,194			10,194
					Class B Preferred Member Units	(8)		12/31/2020		140,000		8.00%								14,000			23,170
																				62,881			72,364
Brewer Crane Holdings, LLC			Provider of Crane Rental and Operating Services
					Secured Debt	(9)		1/9/2018				11.00% (L+10.00%, Floor 1.00%)		1/9/2023			8,060			8,037			8,037
					Preferred Member Units	(8)		1/9/2018		2,950										4,280			7,710
																				12,317			15,747
Bridge Capital Solutions Corporation			Financial Services and Cash Flow Solutions Provider
					Secured Debt			7/25/2016				13.00%		12/11/2024			8,813			8,813			8,813
					Warrants	(27)		7/25/2016		82				7/25/2026						2,132			4,060
					Secured Debt	(30)		7/25/2016				13.00%		12/11/2024			1,000			1,000			1,000
					Preferred Member Units	(8) (30)		7/25/2016		17,742										1,000			1,000
																				12,945			14,873
Café Brazil, LLC			Casual Restaurant Group
					Member Units	(8)		6/9/2006		1,233										1,742			2,570

California Splendor Holdings LLC			Processor of Frozen Fruits
					Secured Debt	(9)		3/30/2018				11.00% (L+10.00%, Floor 1.00%)		3/30/2023			28,000			27,915			27,915
					Preferred Member Units	(8) (19)		7/31/2019		6,725		15.00% PIK								9,510			9,510
					Preferred Member Units	(8)		3/30/2018		6,157										10,775			13,275
																				48,200			50,700
CBT Nuggets, LLC			Produces and Sells IT Training Certification Videos
					Member Units	(8)		6/1/2006		416										1,300			50,620

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2021

(dollars in thousands)


Portfolio Company (1) (20)		Business Description		Type of Investment (2) (3) (15)			Investment Date (24)		Shares/Units		Rate		Maturity Date		Principal (4)		Cost (4)		Fair Value (18)
Centre Technologies Holdings, LLC			Provider of IT Hardware Services and Software Solutions
					Secured Debt	(9)		1/4/2019				12.00% (L+10.00%, Floor 2.00%)		1/4/2024		9,416		9,370		8,864
					Preferred Member Units			1/4/2019		12,696								5,840		5,840
																		15,210		14,704
Chamberlin Holding LLC			Roofing and Waterproofing Specialty Contractor
					Secured Debt	(9)		2/26/2018				9.00% (L+8.00%, Floor 1.00%)		2/26/2023		17,817		17,738		17,817
					Member Units	(8)		2/26/2018		4,347								11,440		24,140
					Member Units	(8) (30)		11/2/2018		1,047,146								1,322		1,540
																		30,500		43,497
Charps, LLC			Pipeline Maintenance and Construction
					Unsecured Debt			8/26/2020				10.00%		1/31/2024		5,694		4,599		5,694
					Preferred Member Units	(8)		2/3/2017		1,829								1,963		13,990
																		6,562		19,684
Clad-Rex Steel, LLC			Specialty Manufacturer of Vinyl-Clad Metal
					Secured Debt	(9)		12/20/2016				10.50% (L+9.50%, Floor 1.00%)		1/15/2024		10,480		10,401		10,401
					Member Units	(8)		12/20/2016		717								7,280		10,250
					Secured Debt			12/20/2016				10.00%		12/20/2036		1,081		1,071		1,071
					Member Units	(30)		12/20/2016		800								210		530
																		18,962		22,252
CMS Minerals Investments			Oil & Gas Exploration & Production
					Member Units	(8) (30)		4/1/2016		100								1,838		1,974

Cody Pools, Inc.			Designer of Residential and Commercial Pools
					Secured Debt	(9)		3/6/2020				12.25% (L+10.50%, Floor 1.75%)		12/17/2026		42,497		42,117		42,484
					Preferred Member Units	(8) (30)		3/6/2020		587								8,317		47,640
																		50,434		90,124
Colonial Electric Company LLC			Provider of Electrical Contracting Services
					Secured Debt			3/31/2021				12.00%		3/31/2026		24,570		24,351		24,351
					Preferred Member Units	(8)		3/31/2021		17,280								7,680		9,130
																		32,031		33,481
CompareNetworks Topco, LLC			Internet Publishing and Web Search Portals
					Secured Debt	(9)		1/29/2019				10.00% (L+9.00%, Floor 1.00%)		1/29/2024		6,477		6,452		6,477
					Preferred Member Units	(8)		1/29/2019		1,975								1,975		12,000
																		8,427		18,477
Copper Trail Fund Investments	(12) (13)		Investment Partnership
					LP Interests (CTMH, LP)	(31)		7/17/2017		38.8%								710		710

Datacom, LLC			Technology and Telecommunications Provider
					Secured Debt			3/31/2021				5.00%		12/31/2025		8,892		8,296		7,668
					Preferred Member Units			3/31/2021		9,000								2,610		2,610
																		10,906		10,278
Digital Products Holdings LLC			Designer and Distributor of Consumer Electronics
					Secured Debt	(9)		4/1/2018				11.00% (L+10.00%, Floor 1.00%)		4/1/2023		16,853		16,801		16,801

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2021

(dollars in thousands)


Portfolio Company (1) (20)		Business Description		Type of Investment (2) (3) (15)			Investment Date (24)		Shares/Units		Rate		Maturity Date		Principal (4)		Cost (4)		Fair Value (18)
					Preferred Member Units	(8)		4/1/2018		3,857								9,501		9,835
																		26,302		26,636
Direct Marketing Solutions, Inc.			Provider of Omni-Channel Direct Marketing Services
					Secured Debt	(9)		2/13/2018				12.00% (L+11.00%, Floor 1.00%)		2/13/2024		24,070		23,911		24,048
					Preferred Stock	(8)		2/13/2018		8,400								8,400		18,350
																		32,311		42,398
Gamber-Johnson Holdings, LLC			Manufacturer of Ruggedized Computer Mounting Systems
					Secured Debt	(9)		6/24/2016				9.50% (L+7.50%, Floor 2.00%)		1/1/2025		21,598		21,535		21,598
					Member Units	(8)		6/24/2016		9,042								17,692		49,700
																		39,227		71,298
Garreco, LLC			Manufacturer and Supplier of Dental Products
					Secured Debt	(9)		7/15/2013				9.00% (L+8.00%, Floor 1.00%, Ceiling 1.50%)		7/31/2022		4,196		4,196		4,196
					Member Units	(8)		7/15/2013		1,200								1,200		2,270
																		5,396		6,466
GRT Rubber Technologies LLC			Manufacturer of Engineered Rubber Products
					Secured Debt			12/19/2014				8.10% (L+8.00%)		10/29/2026		38,885		38,672		38,885
					Member Units	(8)		12/19/2014		5,879								13,065		46,190
																		51,737		85,075
Gulf Manufacturing, LLC			Manufacturer of Specialty Fabricated Industrial Piping Products
					Member Units	(8)		8/31/2007		438								2,980		5,640

Gulf Publishing Holdings, LLC			Energy Industry Focused Media and Publishing
					Secured Debt	(9) (17) (19)		9/29/2017				10.50% (5.25% Cash, 5.25% PIK) (L+9.50%, Floor 1.00%)		9/30/2020		257		257		257
					Secured Debt	(17) (19)		4/29/2016				12.50% (6.25% Cash, 6.25% PIK)		4/29/2021		13,565		13,565		9,717
					Member Units			4/29/2016		3,681								3,681		-
																		17,503		9,974
Harris Preston Fund Investments	(12) (13)		Investment Partnership
					LP Interests (2717 MH, L.P.)	(31)		10/1/2017		49.3%								2,703		3,971

Harrison Hydra-Gen, Ltd.			Manufacturer of Hydraulic Generators
					Common Stock			6/4/2010		107,456								718		3,530

Jensen Jewelers of Idaho, LLC			Retail Jewelry Store
					Secured Debt	(9)		11/14/2006				10.00% (Prime+6.75%, Floor 2.00%)		11/14/2023		2,550		2,536		2,550
					Member Units	(8)		11/14/2006		627								811		12,420
																		3,347		14,970
Johnson Downie Opco, LLC			Executive Search Services
					Secured Debt	(9)		12/10/2021				13.00% (L+11.50%, Floor 1.50%)		12/10/2026		11,475		11,344		11,344
					Preferred Equity			12/10/2021		3,150								3,150		3,150
																		14,494		14,494
KBK Industries, LLC			Manufacturer of Specialty Oilfield and Industrial Products
					Member Units	(8)		1/23/2006		325								783		13,620

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2021

(dollars in thousands)


Portfolio Company (1) (20)		Business Description		Type of Investment (2) (3) (15)			Investment Date (24)		Shares/Units		Rate		Maturity Date		Principal (4)		Cost (4)		Fair Value (18)
Kickhaefer Manufacturing Company, LLC			Precision Metal Parts Manufacturing
					Secured Debt			10/31/2018				11.50%		10/31/2023		20,415		20,324		20,324
					Member Units			10/31/2018		581								12,240		12,310
					Secured Debt			10/31/2018				9.00%		10/31/2048		3,915		3,876		3,876
					Member Units	(8) (30)		10/31/2018		800								992		2,460
																		37,432		38,970
Market Force Information, LLC			Provider of Customer Experience Management Services
					Secured Debt	(9)		7/28/2017				12.00% (L+11.00%, Floor 1.00%)		7/28/2023		3,400		3,400		3,400
					Secured Debt	(14) (19)		7/28/2017				12.00% PIK		7/28/2023		26,079		25,952		8,936
					Member Units			7/28/2017		743,921								16,642		-
																		45,994		12,336
MH Corbin Holding LLC			Manufacturer and Distributor of Traffic Safety Products
					Secured Debt			8/31/2015				13.00%		3/31/2022		8,250		8,241		5,934
					Preferred Member Units			3/15/2019		66,000								4,400		-
					Preferred Member Units			9/1/2015		4,000								6,000		-
																		18,641		5,934
MS Private Loan Fund I, LP	(12) (13)		Investment Partnership
					Unsecured Debt			2/11/2021				5.00%		2/28/2022		63,151		63,151		63,151
					LP Interests	(31)		1/26/2021		12.1%								2,500		2,581
																		65,651		65,732
MSC Adviser I, LLC	(16)		Third Party Investment Advisory Services
					Member Units	(8)		11/22/2013										29,500		140,400

Mystic Logistics Holdings, LLC			Logistics and Distribution Services Provider for Large Volume Mailers
					Secured Debt			8/18/2014				12.00%		1/17/2022		6,378		6,377		6,378
					Common Stock	(8)		8/18/2014		5,873								2,720		8,840
																		9,097		15,218
NAPCO Precast, LLC			Precast Concrete Manufacturing
					Member Units	(8)		1/31/2008		2,955								2,975		13,560

Nebraska Vet AcquireCo, LLC			Mixed-Animal Veterinary and Animal Health Product Provider
					Secured Debt			12/31/2020				12.00%		12/31/2025		10,500		10,412		10,412
					Secured Debt			12/31/2020				12.00%		12/31/2025		4,868		4,829		4,829
					Preferred Member Units			12/31/2020		6,987								6,987		7,700
																		22,228		22,941
NexRev LLC			Provider of Energy Efficiency Products & Services
					Secured Debt			2/28/2018				11.00%		2/28/2023		16,217		16,173		14,045
					Preferred Member Units	(8)		2/28/2018		86,400,000								6,880		2,690
																		23,053		16,735
NRP Jones, LLC			Manufacturer of Hoses, Fittings and Assemblies
					Secured Debt			12/21/2017				12.00%		3/20/2023		2,080		2,080		2,080
					Member Units	(8)		12/22/2011		65,962								3,717		6,440
																		5,797		8,520
NuStep, LLC			Designer, Manufacturer and Distributor of Fitness Equipment
					Secured Debt	(9)		1/31/2017				7.50% (L+6.50%, Floor 1.00%)		1/31/2025		1,720		1,720		1,720
					Secured Debt			1/31/2017				11.00%		1/31/2025		17,240		17,236		17,240
					Preferred Member Units			1/31/2017		406								10,200		13,500
																		29,156		32,460
OMi Topco, LLC			Manufacturer of Overhead Cranes
					Secured Debt			8/31/2021				12.00%		8/31/2026		18,000		17,831		18,000

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2021

(dollars in thousands)


Portfolio Company (1) (20)		Business Description		Type of Investment (2) (3) (15)			Investment Date (24)		Shares/Units		Rate		Maturity Date		Principal (4)		Cost (4)		Fair Value (18)
					Preferred Member Units	(8)		4/1/2008		900								1,080		20,210
																		18,911		38,210
Orttech Holdings, LLC			Distributor of Industrial Clutches, Brakes and Other Components
					Secured Debt	(9)		7/30/2021				12.00% (L+11.00%, Floor 1.00%)		7/31/2026		24,375		24,151		24,151
					Preferred Stock	(8) (30)		7/30/2021		10,000								10,000		10,000
																		34,151		34,151
Pearl Meyer Topco LLC			Provider of Executive Compensation Consulting Services
					Secured Debt			4/27/2020				12.00%		4/27/2025		32,674		32,438		32,674
					Member Units	(8)		4/27/2020		13,800								13,000		26,970
																		45,438		59,644
PPL RVs, Inc.			Recreational Vehicle Dealer
					Secured Debt	(9)		10/31/2019				7.50% (L+7.00%, Floor 0.50%)		11/15/2022		750		726		726
					Secured Debt	(9)		11/15/2016				7.50% (L+7.00%, Floor 0.50%)		11/15/2022		11,655		11,655		11,655
					Common Stock	(8)		6/10/2010		2,000								2,150		14,360
																		14,531		26,741
Principle Environmental, LLC			Noise Abatement Service Provider
					Secured Debt			2/1/2011				13.00%		11/15/2026		1,473		1,465		1,465
					Secured Debt			7/1/2011				13.00%		11/15/2026		5,924		5,808		5,808
					Preferred Member Units			2/1/2011		21,806								5,709		11,160
					Common Stock			1/27/2021		1,037								1,200		710
																		14,182		19,143
Quality Lease Service, LLC			Provider of Rigsite Accommodation Unit Rentals and Related Services
					Member Units			6/8/2015		1,000								9,213		2,149

River Aggregates, LLC			Processor of Construction Aggregates
					Member Units	(8) (30)		12/20/2013		1,500								369		3,280

Robbins Bros. Jewelry, Inc.			Bridal Jewelry Retailer
					Secured Debt	(9)		12/15/2021				12.00% (L+11.00%, Floor 1.00%)		12/15/2026		36,360		35,956		35,956
					Preferred Equity			12/15/2021		11,070								11,070		11,070
																		47,026		47,026
Tedder Industries, LLC			Manufacturer of Firearm Holsters and Accessories
					Secured Debt			8/31/2018				12.00%		8/31/2022		16,240		16,181		16,181
					Preferred Member Units			8/31/2018		505								8,579		8,579
																		24,760		24,760
Televerde, LLC			Provider of Telemarketing and Data Services
					Member Units			1/6/2011		460								1,290		7,280

Trantech Radiator Topco, LLC			Transformer Cooling Products and Services
					Secured Debt			5/31/2019				12.00%		5/31/2024		8,720		8,663		8,712
					Common Stock	(8)		5/31/2019		615								4,655		8,660
																		13,318		17,372
UnionRock Energy Fund II, LP	(12) (13)		Investment Partnership
					LP Interests	(8) (31)		6/15/2020		49.6%								3,828		6,122

Vision Interests, Inc.			Manufacturer / Installer of Commercial Signage
					Series A Preferred Stock			12/23/2011		3,000,000								3,000		3,000

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2021

(dollars in thousands)


Portfolio Company (1) (20)	Business Description		Type of Investment (2) (3) (15)			Investment Date (24)		Shares/Units		Rate		Maturity Date		Principal (4)		Cost (4)			Fair Value (18)
VVS Holdco LLC		Omnichannel Retailer of Animal Health Products
				Secured Debt	(9)(30)		12/1/2021				7.00% (L+6.00%, Floor 1.00%)		12/1/2026		1,200			1,170			1,169
				Secured Debt	(30)		12/1/2021				11.50%		12/1/2026		30,400			30,100			30,100
				Preferred Equity	(30)		12/1/2021		11,840									11,840			11,840
																		43,110			43,109
Ziegler’s NYPD, LLC		Casual Restaurant Group
				Secured Debt			6/1/2015				12.00%		10/1/2022		625			625			625
				Secured Debt			10/1/2008				6.50%		10/1/2022		1,000			1,000			1,000
				Secured Debt			10/1/2008				14.00%		10/1/2022		2,750			2,750			2,750
				Preferred Member Units			6/30/2015		10,072									2,834			2,130
				Warrants	(27)		7/1/2015		587				10/1/2025					600			-
																		7,809			6,505
Subtotal Control Investments (83.3% of net assets at fair value)																	$	1,107,597		$	1,489,257

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2021

(dollars in thousands)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Rate	Maturity Date	Principal (4)		Cost (4)		Fair Value (18)

Affiliate Investments (6)

AAC Holdings, Inc.	(11)	Substance Abuse Treatment Service Provider
			Secured Debt	(19)	12/11/2020		18.00% (10.00% Cash, 8.00% PIK)	6/25/2025	$	10,202	$	10,011	$	9,794
			Common Stock		12/11/2020	593,928						3,148		2,079
			Warrants	(27)	12/11/2020	554,353		12/11/2025				-		1,940
												13,159		13,813
AFG Capital Group, LLC		Provider of Rent-to-Own Financing Solutions and Services
			Secured Debt		4/25/2019		10.00%	5/25/2022		144		144		144
			Preferred Member Units	(8)	11/7/2014	186						1,200		7,740
												1,344		7,884
ATX Networks Corp.	(11)	Provider of Radio Frequency Management Equipment
			Secured Debt	(9)	9/1/2021		8.50% (L+7.50%, Floor 1.00%)	9/1/2026		7,667		7,092		7,092
			Unsecured Debt	(19)	9/1/2021		10.00% PIK	9/1/2028		3,067		1,963		1,963
			Common Stock		9/1/2021	583						-		-
												9,055		9,055
BBB Tank Services, LLC		Maintenance, Repair and Construction Services to the Above-Ground Storage Tank Market
			Unsecured Debt	(9) (17)	4/8/2016		12.00% (L+11.00%, Floor 1.00%)	4/8/2021		4,800		4,800		2,508
			Preferred Stock (non-voting)	(8) (19)	12/17/2018		15.00% PIK					162		-
			Member Units		4/8/2016	800,000						800		-
												5,762		2,508
Boccella Precast Products LLC		Manufacturer of Precast Hollow Core Concrete
			Secured Debt		9/23/2021		10.00%	2/28/2027		320		320		320
			Member Units	(8)	6/30/2017	2,160,000						2,256		4,830
												2,576		5,150
Brightwood Capital Fund Investments	(12) (13)	Investment Partnership
			LP Interests (Brightwood Capital Fund V, LP)	(31)	7/12/2021	15.8%						1,000		1,000

Buca C, LLC		Casual Restaurant Group
			Secured Debt	(9) (17)	6/30/2015		10.25% (L+9.25%, Floor 1.00%)	6/30/2020		19,491		19,491		14,370
			Preferred Member Units	(19)	6/30/2015	6	6.00% PIK					4,770		-
												24,261		14,370
Career Team Holdings, LLC		Provider of Workforce Training and Career Development Services
			Secured Debt		12/17/2021		12.50%	12/17/2026		20,250		20,050		20,050
			Class A Common Units		12/17/2021	450,000						4,500		4,500
												24,550		24,550
Chandler Signs Holdings, LLC	(10)	Sign Manufacturer
			Class A Units		1/4/2016	1,500,000						1,500		460

Classic H&G Holdings, LLC		Provider of Engineered Packaging Solutions
			Secured Debt	(9)	3/12/2020		7.00% (L+6.00%,	3/12/2025		4,000		4,000		4,000

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2021

(dollars in thousands)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Rate	Maturity Date	Principal (4)		Cost (4)		Fair Value (18)
							Floor 1.00%)
			Secured Debt		3/12/2020		8.00%	3/12/2025		19,274		19,139		19,274
			Preferred Member Units	(8)	3/12/2020	154						5,760		15,260
												28,899		38,534
Congruent Credit Opportunities Funds	(12) (13)	Investment Partnership
			LP Interests (Congruent Credit Opportunities Fund III, LP)	(8) (31)	2/4/2015	17.4%						10,256		9,959

DMA Industries, LLC		Distributor of aftermarket ride control products
			Secured Debt		11/19/2021		12.00%	11/19/2026		21,200		20,993		20,993
			Preferred Equity		11/19/2021	5,944						5,944		5,944
												26,937		26,937
Dos Rios Partners	(12) (13)	Investment Partnership
			LP Interests (Dos Rios Partners, LP)	(31)	4/25/2013	20.2%						6,605		10,329
			LP Interests (Dos Rios Partners - A, LP)	(31)	4/25/2013	6.4%						2,097		3,280
												8,702		13,609
Dos Rios Stone Products LLC	(10)	Limestone and Sandstone Dimension Cut Stone Mining Quarries
			Class A Preferred Units	(30)	6/27/2016	2,000,000						2,000		640

EIG Fund Investments	(12) (13)	Investment Partnership
			LP Interests (EIG Global Private Debt Fund-A, L.P.)	(8) (31)	11/6/2015	5,000,000						594		547

Flame King Holdings, LLC		Propane Tank and Accessories Distributor
			Secured Debt	(9)	10/29/2021		7.50% (L+6.50%, Floor 1.00%)	10/31/2026		6,400		6,324		6,324
			Secured Debt	(9)	10/29/2021		12.00% (L+11.00%, Floor 1.00%)	10/31/2026		21,200		20,996		20,996
			Preferred Equity		10/29/2021	9,360						10,400		10,400
												37,720		37,720
Freeport Financial Funds	(12) (13)	Investment Partnership
			LP Interests (Freeport Financial SBIC Fund LP)	(31)	3/23/2015	9.3%						5,974		6,078
			LP Interests (Freeport First Lien Loan Fund III LP)	(8) (31)	7/31/2015	6.0%						7,629		7,231
												13,603		13,309
GFG Group, LLC.		Grower and Distributor of a Variety of Plants and Products to Other Wholesalers, Retailers and Garden Centers
			Secured Debt		3/31/2021		12.00%	3/31/2026		12,545		12,435		12,545
			Preferred Member Units	(8)	3/31/2021	226						4,900		6,990
												17,335		19,535
Harris Preston Fund Investments	(12) (13)	Investment Partnership
			LP Interests (HPEP 3, L.P.)	(31)	8/9/2017	8.2%						3,193		4,712

Hawk Ridge Systems, LLC	(13)	Value-Added Reseller of

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2021

(dollars in thousands)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Rate	Maturity Date	Principal (4)		Cost (4)		Fair Value (18)
		Engineering Design and Manufacturing Solutions
			Secured Debt	(9)	12/2/2016		7.00% (L+6.00%, Floor 1.00%)	1/15/2026		2,585		2,585		2,585
			Secured Debt		12/2/2016		8.00%	1/15/2026		34,800		34,672		34,800
			Preferred Member Units	(8)	12/2/2016	226						2,850		14,680
			Preferred Member Units	(30)	12/2/2016	226						150		770
												40,257		52,835
Houston Plating and Coatings, LLC		Provider of Plating and Industrial Coating Services
			Unsecured Convertible Debt		5/1/2017		8.00%	5/1/2022		3,000		3,000		2,960
			Member Units	(8)	1/8/2003	322,297						2,352		3,210
												5,352		6,170
I-45 SLF LLC	(12) (13)	Investment Partnership
			Member Units (Fully diluted 20.0%; 24.40% profits interest) (8)	(8)	10/20/2015							19,000		14,387

Iron-Main Investments, LLC		Consumer Reporting Agency Providing Employment Background Checks and Drug Testing
			Secured Debt		8/3/2021		13.00%	8/1/2026		4,600		4,557		4,557
			Secured Debt		9/1/2021		12.50%	9/1/2026		3,200		3,170		3,170
			Secured Debt		8/3/2021		12.50%	11/30/2026		20,000		19,805		19,805
			Secured Debt	(19)	8/3/2021		12.50% PIK	3/31/2022		8,944		8,944		8,944
			Common Stock		8/3/2021	179,778						1,798		1,798
												38,274		38,274
L.F. Manufacturing Holdings, LLC	(10)	Manufacturer of Fiberglass Products
			Preferred Member Units (non-voting)	(8) (19)	1/1/2019		14.00% PIK					107		107
			Member Units		12/23/2013	2,179,001						2,019		2,557
												2,126		2,664
OnAsset Intelligence, Inc.		Provider of Transportation Monitoring / Tracking Products and Services
			Secured Debt	(19)	5/20/2014		12.00% PIK	12/31/2022		935		935		935
			Secured Debt	(19)	3/21/2014		12.00% PIK	12/31/2022		954		954		954
			Secured Debt	(19)	5/10/2013		12.00% PIK	12/31/2022		2,055		2,055		2,055
			Secured Debt	(19)	4/18/2011		12.00% PIK	12/31/2022		4,286		4,286		4,286
			Unsecured Debt	(19)	6/5/2017		10.00% PIK	12/31/2022		192		192		192
			Preferred Stock	(19)	4/18/2011	912	7.00% PIK					1,981		-
			Common Stock		4/15/2021	635						830		-
			Warrants	(27)	4/18/2011	4,699		5/10/2023				1,089		-
												12,322		8,422
Oneliance, LLC		Construction Cleaning Company
			Secured Debt	(9)	8/6/2021		12.00% (L+11.00%, Floor 1.00%)	8/6/2026		5,600		5,547		5,547
			Preferred Stock		8/6/2021	1,056						1,056		1,056
												6,603		6,603
Rocaceia, LLC (Quality Lease and Rental Holdings, LLC)		Provider of Rigsite Accommodation Unit Rentals and Related Services
			Secured Debt	(14) (17)	6/30/2015		12.00%	1/8/2018		30,369		29,865		-
			Preferred Member Units		1/8/2013	250						2,500		-
												32,365		-
SI East, LLC		Rigid Industrial Packaging Manufacturing
			Secured Debt		8/31/2018		10.25%	8/31/2023		65,850		65,738		65,850
			Preferred Member Units	(8)	8/31/2018	157						1,218		11,570
												66,956		77,420

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2021

(dollars in thousands)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Rate	Maturity Date	Principal (4)		Cost (4)		Fair Value (18)
Slick Innovations, LLC		Text Message Marketing Platform
			Secured Debt		9/13/2018		13.00%	9/13/2023		5,320		5,248		5,320
			Common Stock		9/13/2018	70,000						700		1,510
			Warrants	(27)	9/13/2018	18,084		9/13/2028				181		400
												6,129		7,230
Sonic Systems International, LLC	(10)	Nuclear Power Staffing Services
			Secured Debt	(9)	8/20/2021		8.50% (L+7.50%, Floor 1.00%)	8/20/2026		11,982		11,757		11,757
			Common Stock		8/20/2021	7,866						1,070		1,070
												12,827		12,827
Superior Rigging & Erecting Co.		Provider of Steel Erecting, Crane Rental & Rigging Services
			Secured Debt		8/31/2020		12.00%	8/31/2025		21,500		21,332		21,332
			Preferred Member Units		8/31/2020	1,571						4,500		4,500
												25,832		25,832
The Affiliati Network, LLC		Performance Marketing Solutions
			Secured Debt		8/9/2021		7.00%	8/9/2026		280		262		262
			Secured Debt		8/9/2021		11.83%	8/9/2026		12,961		12,834		12,834
			Preferred Stock	(8)	8/9/2021	1,280,000						6,400		6,400
												19,496		19,496
UniTek Global Services, Inc.	(11)	Provider of Outsourced Infrastructure Services
			Secured Debt	(9) (19)	10/15/2018		8.50% (6.50% cash, 2.00% PIK) (2.00% PIK, L+5.50% Floor 1.00%)	8/20/2024		397		396		371
			Secured Debt	(9) (19)	8/27/2018		8.50% (6.50% cash, 2.00% PIK) (2.00% PIK, L+5.50% Floor 1.00%)	8/20/2024		1,986		1,974		1,852
			Secured Convertible Debt	(19)	1/1/2021		15.00% PIK	2/20/2025		1,197		1,197		2,375
			Preferred Stock	(8) (19)	8/29/2019	1,133,102	20.00% PIK					1,757		2,833
			Preferred Stock	(19)	8/21/2018	1,521,122	20.00% PIK					2,188		1,498
			Preferred Stock	(19)	1/15/2015	4,336,866	13.50% PIK					7,924		-
			Preferred Stock	(19)	6/30/2017	2,281,682	19.00% PIK					3,667		-
			Common Stock		4/1/2020	945,507						-		-
												19,103		8,929
Universal Wellhead Services Holdings, LLC	(10)	Provider of Wellhead Equipment, Designs, and Personnel to the Oil & Gas Industry
			Preferred Member Units	(19) (30)	12/7/2016	716,949	14.00% PIK					1,032		-
			Member Units	(30)	12/7/2016	4,000,000						4,000		-
												5,032		-
Volusion, LLC		Provider of Online Software-as-a-Service eCommerce Solutions
			Secured Debt	(17)	1/26/2015		11.50%	1/26/2020		17,434		17,434		17,434
			Unsecured Convertible Debt		5/16/2018		8.00%	11/16/2023		409		409		409
			Preferred Member Units		1/26/2015	4,876,670						14,000		5,990
			Warrants	(27)	1/26/2015	1,831,355		1/26/2025				2,576		-
												34,419		23,833
Subtotal Affiliate Investments (30.7% of net assets at fair value)											$	578,539	$	549,214

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2021

(dollars in thousands)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Rate	Maturity Date	Principal (4)		Cost (4)		Fair Value (18)

Non-Control/Non-Affiliate Investments (7)

Acousti Engineering Company of Florida	(10)	Interior Subcontractor Providing Acoustical Walls and Ceilings
			Secured Debt	(9)	11/2/2020		10.00% (L+8.50%, Floor 1.50%)	11/2/2025	$	12,111	$	12,005	$	12,111
			Secured Debt	(9)	5/26/2021		14.00% (L+12.50%, Floor 1.50%)	11/2/2025		850		841		850
												12,846		12,961
ADS Tactical, Inc.	(11)	Value-Added Logistics and Supply Chain Provider to the Defense Industry
			Secured Debt	(9)	3/29/2021		6.75% (L+5.75%, Floor 1.00%)	3/19/2026		22,136		21,734		22,012

American Health Staffing Group, Inc.	(10)	Healthcare Temporary Staffing
			Secured Debt	(9)	11/19/2021		7.00% (L+6.00%, Floor 1.00%)	11/19/2026		7,067		6,988		6,988

American Nuts, LLC	(10)	Roaster, Mixer and Packager of Bulk Nuts and Seeds
			Secured Debt	(9)	12/21/2018		9.00% (L+8.00%, Floor 1.00%)	4/10/2025		12,017		11,854		12,017

American Teleconferencing Services, Ltd.	(11)	Provider of Audio Conferencing and Video Collaboration Solutions
			Secured Debt	(9) (14) (17)	9/17/2021		7.50% (L+6.50%, Floor 1.00%)	9/9/2021		2,980		2,980		89
			Secured Debt	(9) (14)	5/19/2016		7.50% (L+6.50%, Floor 1.00%)	6/28/2023		14,370		13,706		431
												16,686		520
ArborWorks, LLC	(10)	Vegetation Management Services
			Secured Debt	(9)	11/9/2021		8.00% (L+7.00%, Floor 1.00%)	11/9/2026		32,605		31,873		31,873
			Common Equity		11/9/2021	234						234		234
												32,107		32,107
Arrow International, Inc	(10)	Manufacturer and Distributor of Charitable Gaming Supplies
			Secured Debt	(9) (23)	12/21/2020		9.18% (L+7.93%, Floor 1.25%)	12/21/2025		22,500		22,300		22,500

AVEX Aviation Holdings, LLC	(10)	Specialty Aircraft Dealer
			Secured Debt	(9)	12/15/2021		7.50% (L+6.50%, Floor 1.00%)	12/15/2026		13,320		13,005		13,005
			Common Equity		12/15/2021	360						360		360
												13,365		13,365
Berry Aviation, Inc.	(10)	Charter Airline Services
			Secured Debt	(19)	7/6/2018		12.00% (10.50% Cash, 1.50% PIK)	1/6/2024		4,694		4,674		4,694
			Preferred Member Units	(8) (19) (30)	11/12/2019	122,416	16.00% PIK					168		208
			Preferred Member Units	(19) (30)	7/6/2018	1,548,387	8.00% PIK					1,671		2,487
												6,513		7,389
Binswanger Enterprises, LLC	(10)	Glass Repair and Installation Service Provider

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2021

(dollars in thousands)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Rate	Maturity Date	Principal (4)		Cost (4)		Fair Value (18)
			Secured Debt	(9)	3/10/2017		9.50% (L+8.50%, Floor 1.00%)	3/10/2023		12,194		12,107		12,194
			Member Units		3/10/2017	1,050,000						1,050		730
												13,157		12,924
Bluestem Brands, Inc.	(11)	Multi-Channel Retailer of General Merchandise
			Secured Debt	(9)	8/28/2020		10.00% (L+8.50%, Floor 1.50%)	8/28/2025		5,357		5,357		5,337
			Common Stock	(8)	10/1/2020	723,184						1		1,515
												5,358		6,852
Brainworks Software, LLC	(10)	Advertising Sales and Newspaper Circulation Software
			Secured Debt	(9) (14) (17)	8/12/2014		12.50% (Prime+9.25%, Floor 3.25%)	7/22/2019		7,817		7,817		4,201

Brightwood Capital Fund Investments	(12) (13)	Investment Partnership
			LP Interests (Brightwood Capital Fund III, LP)	(8) (31)	7/21/2014	1.6%						7,200		4,269
			LP Interests (Brightwood Capital Fund IV, LP)	(8) (31)	10/26/2016	0.6%						4,350		4,394
												11,550		8,663
Burning Glass Intermediate Holding Company, Inc.	(10)	Provider of Skills-Based Labor Market Analytics
			Secured Debt	(9)	6/14/2021		6.00% (L+5.00%, Floor 1.00%)	6/10/2026		465		429		429
			Secured Debt	(9)	6/14/2021		6.00% (L+5.00%, Floor 1.00%)	6/10/2028		20,134		19,803		19,985
												20,232		20,414
Cadence Aerospace LLC	(10)	Aerostructure Manufacturing
			Secured Debt	(19) (35)	11/14/2017		9.28% Cash, 0.22% PIK	11/14/2023		28,540		28,399		26,767

CAI Software LLC		Provider of Specialized Enterprise Resource Planning Software
			Preferred Equity		12/13/2021	1,788,527						1,789		1,789
			Preferred Equity		12/13/2021	596,176						-		-
												1,789		1,789
Camin Cargo Control, Inc.	(11)	Provider of Mission Critical Inspection, Testing and Fuel Treatment Services
			Secured Debt	(9)	6/14/2021		7.50% (L+6.50%, Floor 1.00%)	6/4/2026		15,920		15,775		15,840

Cenveo Corporation	(11)	Provider of Digital Marketing Agency Services
			Common Stock		9/7/2018	322,907						6,183		2,852

Chisholm Energy Holdings, LLC	(10)	Oil & Gas Exploration & Production
			Secured Debt	(9)	5/15/2019		7.75% (L+6.25%, Floor 1.50%)	5/15/2026		2,857		2,804		2,663

Clarius BIGS, LLC	(10)	Prints & Advertising Film Financing
			Secured Debt	(14) (17) (19)	9/23/2014		15.00% PIK	1/5/2015		2,756		2,756		33

Computer Data Source, LLC	(10)	Third Party Maintenance Provider to the Data Center Ecosystem

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2021

(dollars in thousands)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Rate	Maturity Date	Principal (4)		Cost (4)		Fair Value (18)
			Secured Debt	(9)	8/6/2021		8.50% (L+7.50%, Floor 1.00%)	8/6/2026		21,681		21,234		21,234

Construction Supply Investments, LLC	(10)	Distribution Platform of Specialty Construction Materials to Professional Concrete and Masonry Contractors
			Member Units	(8)	12/29/2016	861,618						3,335		14,640

Darr Equipment LP	(10)	Heavy Equipment Dealer
			Secured Debt	(19)	12/26/2017		12.50% (11.50% Cash, 1.00% PIK)	6/22/2023		4,685		4,685		4,227
			Warrants	(29)	4/15/2014	915,734		12/23/2023				474		160
												5,159		4,387
DTE Enterprises, LLC	(10)	Industrial Powertrain Repair and Services
			Secured Debt	(9)	4/13/2018		9.50% (L+8.00%, Floor 1.50%)	4/13/2023		9,324		9,259		8,884
			Class AA Preferred Member Units (non-voting)	(8) (19)	4/13/2018		10.00% PIK					1,051		1,051
			Class A Preferred Member Units	(19)	4/13/2018	776,316	8.00% PIK					776		320
												11,086		10,255
Dynamic Communities, LLC	(10)	Developer of Business Events and Online Community Groups
			Secured Debt	(9)	7/17/2018		9.50% (L+8.50%, Floor 1.00%)	7/17/2023		5,681		5,638		5,569

Eastern Wholesale Fence LLC	(10)	Manufacturer and Distributor of Residential and Commercial Fencing Solutions
			Secured Debt	(9)	11/19/2020		8.00%, (L+7.00%, Floor 1.00%)	10/30/2025		31,810		31,238		31,810

EnCap Energy Fund Investments	(12) (13)	Investment Partnership
			LP Interests (EnCap Energy Capital Fund VIII, L.P.)	(8) (31)	1/22/2015	0.1%						3,745		1,599
			LP Interests (EnCap Energy Capital Fund VIII Co- Investors, L.P.)	(31)	1/21/2015	0.4%						2,097		777
			LP Interests (EnCap Energy Capital Fund IX, L.P.)	(8) (31)	1/22/2015	0.1%						4,047		2,284
			LP Interests (EnCap Energy Capital Fund X, L.P.)	(8) (31)	3/25/2015	0.1%						8,443		8,276
			LP Interests (EnCap Flatrock Midstream Fund II, L.P.)	(31)	3/30/2015	0.8%						6,582		2,796
			LP Interests (EnCap Flatrock Midstream Fund III, L.P.)	(8) (31)	3/27/2015	0.2%						6,082		5,064
												30,996		20,796
EPIC Y-Grade Services, LP	(11)	NGL Transportation & Storage

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2021

(dollars in thousands)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Rate	Maturity Date	Principal (4)		Cost (4)		Fair Value (18)
			Secured Debt	(9)	6/22/2018		7.00% (L+6.00%, Floor 1.00%)	6/30/2027		6,892		6,819		5,862

Event Holdco, LLC	(10)	Event and Learning Management Software for Healthcare Organizations and Systems
			Secured Debt	(9)(30)	12/22/2021		8.00% (L+7.00%, Floor 1.00%)	12/22/2026		51,692		51,135		51,135

Flip Electronics LLC	(10)	Distributor of Hard-to-Find and Obsolete Electronic Components
			Secured Debt	(9) (33)	1/4/2021		9.09% (L+8.09%, Floor 1.00%)	1/2/2026		5,400		5,304		5,287

Fortna Acquisition Co., Inc.	(10)	Process, Physical Distribution and Logistics Consulting Services
			Secured Debt		7/23/2019		5.09% (L+5.00%)	4/8/2025		7,595		7,525		7,595

Fuse, LLC	(11)	Cable Networks Operator
			Secured Debt		6/30/2019		12.00%	6/28/2024		1,810		1,810		1,672
			Common Stock		6/30/2019	10,429						256		-
												2,066		1,672
GeoStabilization International (GSI)	(11)	Geohazard Engineering Services & Maintenance
			Secured Debt		1/2/2019		5.35% (L+5.25%)	12/19/2025		20,710		20,615		20,606

GoWireless Holdings, Inc.	(11)	Provider of Wireless Telecommunications Carrier Services
			Secured Debt	(9)	1/10/2018		7.50% (L+6.50%, Floor 1.00%)	12/22/2024		18,534		18,440		18,576

Grupo Hima San Pablo, Inc.	(11)	Tertiary Care Hospitals
			Secured Debt	(9) (14) (17)	3/7/2013		9.25% (L+7.00%, Floor 1.50%)	4/30/2019		4,504		4,504		1,269
			Secured Debt	(14) (17)	3/7/2013		13.75%	10/15/2018		2,055		2,040		49
			Secured Debt	(17)	3/7/2013		12.00%	12/24/2021		147		147		147
												6,691		1,465
GS HVAM Intermediate, LLC	(10)	Specialized Food Distributor
			Secured Debt	(9)	10/18/2019		6.75% (L+5.75%, Floor 1.00%)	10/2/2024		13,243		13,167		13,243

GS Operating, LLC	(10)	Distributor of Industrial and Specialty Parts
			Secured Debt	(9)	2/24/2020		8.00% (L+6.50%, Floor 1.50%)	2/24/2025		28,451		28,068		28,451

HDC/HW Intermediate Holdings	(10)	Managed Services and Hosting Provider
			Secured Debt	(9)	12/21/2018		8.50% (L+7.50%, Floor 1.00%)	12/21/2023		3,449		3,419		3,059

Heartland Dental, LLC	(10)	Dental Support Organization
			Secured Debt	(9)	9/9/2020		7.50% (L+6.50%, Floor 1.00%)	4/30/2025		14,813		14,477		14,887

HOWLCO LLC	(11) (13) (21)	Provider of Accounting and Business Development

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2021

(dollars in thousands)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Rate	Maturity Date	Principal (4)		Cost (4)		Fair Value (18)
		Software to Real Estate End Markets
			Secured Debt	(9)	8/19/2021		7.00% (L+6.00%, Floor 1.00%)	10/23/2026		25,546		25,546		25,546

Hybrid Promotions, LLC	(10)	Wholesaler of Licensed, Branded and Private Label Apparel
			Secured Debt	(9)	6/30/2021		9.25% (L+8.25%, Floor 1.00%)	6/30/2026		7,088		6,957		7,028

IG Parent Corporation	(11)	Software Engineering
			Secured Debt	(9)	7/30/2021		6.75% (L+5.75%, Floor 1.00%)	7/30/2026		9,591		9,419		9,419

Implus Footcare, LLC	(10)	Provider of Footwear and Related Accessories
			Secured Debt	(9)	6/1/2017		8.75% (L+7.75%, Floor 1.00%)	4/30/2024		18,702		18,471		17,743

Independent Pet Partners Intermediate Holdings, LLC	(10)	Omnichannel Retailer of Specialty Pet Products
			Secured Debt	(36)	8/20/2020		7.20%	12/22/2022		6,563		6,563		6,563
			Secured Debt	(19)	12/10/2020		6.00% PIK	11/20/2023		17,891		16,861		16,861
			Preferred Stock (non-voting)	(19)	12/10/2020		6.00% PIK					3,235		4,329
			Preferred Stock (non-voting)		12/10/2020							-		-
			Member Units		11/20/2018	1,558,333						1,558		-
												28,217		27,753
Industrial Services Acquisition, LLC	(10)	Industrial Cleaning Services
			Secured Debt	(9)	8/13/2021		7.75% (L+6.75%, Floor 1.00%)	8/13/2026		19,897		19,490		19,490
			Preferred Member Units	(8) (19) (30)	1/31/2018	144	10.00% PIK					120		164
			Preferred Member Units	(8) (19) (30)	5/17/2019	80	20.00% PIK					81		99
			Member Units	(30)	6/17/2016	900						900		730
												20,591		20,483
Infolinks Media Buyco, LLC	(10)	Exclusive Placement Provider to the Advertising Ecosystem
			Secured Debt	(9)	11/1/2021		7.00% (L+6.00%, Floor 1.00%)	11/1/2026		8,680		8,487		8,487

Interface Security Systems, L.L.C	(10)	Commercial Security & Alarm Services
			Secured Debt	(9)	12/9/2021		11.75% (L+10.00%, Floor 1.75%)	8/7/2023		525		525		525
			Secured Debt	(9) (14) (19)	8/7/2019		9.75% (8.75% Cash, 1.00% PIK) (1.00% PIK + L+7.00%, Floor 1.75%)	8/7/2023		7,313		7,237		5,233
												7,762		5,758
Intermedia Holdings, Inc.	(11)	Unified Communications as a Service
			Secured Debt	(9)	8/3/2018		7.00% (L+6.00%, Floor 1.00%)	7/19/2025		20,627		20,559		20,527

Invincible Boat Company, LLC.	(10)	Manufacturer of Sport Fishing Boats
			Secured Debt	(9)	8/28/2019		8.00% (L+6.50%, Floor 1.50%)	8/28/2025		17,510		17,354		17,510

INW Manufacturing, LLC	(11)	Manufacturer of Nutrition and Wellness Products

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2021

(dollars in thousands)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Rate	Maturity Date	Principal (4)		Cost (4)		Fair Value (18)
			Secured Debt	(9)	5/19/2021		6.50% (L+5.75%, Floor 0.75%)	3/25/2027		7,406		7,205		7,258

Isagenix International, LLC	(11)	Direct Marketer of Health & Wellness Products
			Secured Debt	(9)	6/21/2018		6.75% (L+5.75%, Floor 1.00%)	6/14/2025		5,158		5,135		3,865

Jackmont Hospitality, Inc.	(10)	Franchisee of Casual Dining Restaurants
			Secured Debt	(9)	5/26/2015		8.00% (L+7.00%, Floor 1.00%)	11/4/2024		2,100		2,100		2,100
			Preferred Equity		11/8/2021	2,826,667						314		314
												2,414		2,414
Joerns Healthcare, LLC	(11)	Manufacturer and Distributor of Health Care Equipment & Supplies
			Secured Debt	(9)	8/21/2019		7.00% (L+6.00%, Floor 1.00%)	8/21/2024		4,034		3,989		3,658
			Secured Debt	(19)	11/15/2021		15.00% PIK	11/8/2022		1,000		1,004		1,004
			Common Stock		8/21/2019	472,579						4,429		-
												9,422		4,662
JTI Electrical & Mechanical, LLC	(10)	Electrical, Mechanical and Automation Services
			Secured Debt	(9)	12/22/2021		7.00% (L+6.00%, Floor 1.00%)	12/22/2026		37,895		36,972		36,972
			Common Equity		12/22/2021	1,684,211						1,684		1,684
												38,656		38,656
Klein Hersh, LLC	(10)	Executive and C-Suite Placement for the Life Sciences and Healthcare Industries
			Secured Debt	(9)	11/13/2020		7.75% (L+7.00%, Floor 0.75%)	11/13/2025		43,321		42,342		43,278

KMS, LLC	(10)	Wholesaler of Closeout and Value-priced Products
			Secured Debt	(9)	10/4/2021		8.25% (L+7.25%, Floor 1.00%)	10/4/2026		7,581		7,415		7,415

Kore Wireless Group Inc.	(11) (13)	Mission Critical Software Platform
			Secured Debt		12/31/2018		5.72% (L+5.50%)	12/20/2024		11,415		11,345		11,400

Laredo Energy, LLC	(10)	Oil & Gas Exploration & Production
			Member Units		5/4/2020	1,155,952						11,560		9,659

LaserAway Intermediate Holdings II, LLC	(11)	Aesthetic Dermatology Service Provider
			Secured Debt	(9)	10/18/2021		6.50% (L+5.75%, Floor 0.75%)	10/14/2027		4,130		4,050		4,115

Lightbox Holdings, L.P.	(11)	Provider of Commercial Real Estate Software
			Secured Debt		5/23/2019		5.22% (L+5.00%)	5/9/2026		14,625		14,460		14,442

LKCM Headwater Investments I, L.P.	(12) (13)	Investment Partnership
			LP Interests	(8) (31)	1/25/2013	2.3%						1,746		2,541

LL Management, Inc.	(10)	Medical Transportation Service Provider

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MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2021

(dollars in thousands)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Rate	Maturity Date	Principal (4)		Cost (4)		Fair Value (18)
			Secured Debt	(9)	5/2/2019		8.25% (L+7.25%, Floor 1.00%)	9/25/2023		17,438		17,309		17,438

LLFlex, LLC	(10)	Provider of Metal-Based Laminates
			Secured Debt	(9)	8/16/2021		10.00% (L+9.00%, Floor 1.00%)	8/16/2026		4,478		4,382		4,382

Logix Acquisition Company, LLC	(10)	Competitive Local Exchange Carrier
			Secured Debt	(9)	1/8/2018		6.75% (L+5.75%, Floor 1.00%)	12/22/2024		25,850		24,605		24,428

Looking Glass Investments, LLC	(12) (13)	Specialty Consumer Finance
			Member Units		7/1/2015	3						125		25

Mac Lean-Fogg Company	(10)	Manufacturer and Supplier for Auto and Power Markets
			Secured Debt	(9)	4/22/2019		5.88% (L+5.25%, Floor 0.625%)	12/22/2025		17,080		16,995		17,080
			Preferred Stock	(19)	10/1/2019		13.75% (4.50% Cash, 9.25% PIK)					1,920		1,920
												18,915		19,000
Mako Steel, LP	(10)	Self-Storage Design & Construction
			Secured Debt	(9)	3/15/2021		8.00% (L+7.25%, Floor 0.75%)	3/13/2026		17,589		17,267		17,589

MB2 Dental Solutions, LLC	(11)	Dental Partnership Organization
			Secured Debt	(9)	1/28/2021		7.00% (L+6.00%, Floor 1.00%)	1/29/2027		11,682		11,531		11,682

Mills Fleet Farm Group, LLC	(10)	Omnichannel Retailer of Work, Farm and Lifestyle Merchandise
			Secured Debt	(9)	10/24/2018		7.25% (L+6.25%, Floor 1.00%)	10/24/2024		17,781		17,563		17,781

NBG Acquisition Inc	(11)	Wholesaler of Home Décor Products
			Secured Debt	(9)	4/28/2017		6.50% (L+5.50%, Floor 1.00%)	4/26/2024		3,987		3,961		2,758

NinjaTrader, LLC	(10)	Operator of Futures Trading Platform
			Secured Debt	(9)	12/18/2019		7.25% (L+6.25%, Floor 1.00%)	12/18/2024		31,425		30,837		31,368

NNE Partners, LLC	(10)	Oil & Gas Exploration & Production
			Secured Debt	(19)	3/2/2017		9.37% (4.87% Cash, 4.50% PIK) (4.50% PIK + L+4.75%)	12/31/2023		24,781		24,709		23,154

Northstar Group Services, Inc	(11)	Commercial & Industrial Services
			Secured Debt	(9)	11/1/2021		6.50% (L+5.50%, Floor 1.00%)	11/12/2026		10,000		9,952		10,034

NTM Acquisition Corp.	(11)	Provider of B2B Travel Information Content
			Secured Debt	(9) (19)	7/12/2016		8.25% (7.25% Cash, 1.00% PIK) (1.00%PIK +	6/7/2024		4,598		4,598		4,552

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MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2021

(dollars in thousands)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Rate	Maturity Date	Principal (4)		Cost (4)		Fair Value (18)
							L+6.25%, Floor 1.00%)

NWN Corporation	(10)	Value Added Reseller and Provider of Managed Services to a Diverse Set of Industries
			Secured Debt	(9)	5/7/2021		7.50% (L+6.50%, Floor 1.00%)	5/7/2026		42,972		42,108		42,323

Ospemifene Royalty Sub LLC	(10)	Estrogen-Deficiency Drug Manufacturer and Distributor
			Secured Debt	(14)	7/8/2013		11.50%	11/15/2026		4,562		4,562		112

OVG Business Services, LLC	(10)	Venue Management Services
			Secured Debt	(9)	11/29/2021		7.25% (L+6.25%, Floor 1.00%)	11/19/2028		14,000		13,861		13,861

Project Eagle Holdings, LLC	(10)	Provider of Secure Business Collaboration Software
			Secured Debt	(9)	7/6/2020		7.75% (L+6.75%, Floor 1.00%)	7/6/2026		29,738		29,151		29,714

PT Network, LLC	(10)	Provider of Outpatient Physical Therapy and Sports Medicine Services
			Secured Debt	(9) (19)	10/12/2017		8.50% (6.50% Cash, 2.00% PIK) (2.00% PIK + L+5.50%, Floor 1.00%)	11/30/2023		8,889		8,889		8,889
			Common Stock		1/1/2020	2						-		80
												8,889		8,969
RA Outdoors LLC	(10)	Software Solutions Provider for Outdoor Activity Management
			Secured Debt	(9)	4/8/2021		7.75% (L+6.75%, Floor 1.00%)	4/8/2026		19,374		19,193		18,352

Research Now Group, Inc. and Survey Sampling International, LLC	(11)	Provider of Outsourced Online Surveying
			Secured Debt	(9)	12/29/2017		6.50% (L+5.50%, Floor 1.00%)	12/20/2024		20,124		19,789		19,899

RM Bidder, LLC	(10)	Scripted and Unscripted TV and Digital Programming Provider
			Member Units		11/12/2015	2,779						46		26
			Warrants	(26)	11/12/2015	187,161		10/20/2025				425		-
												471		26
Roof Opco, LLC	(10)	Residential Re-Roofing/Repair
			Secured Debt	(9)	8/27/2021		7.00% (L+6.00%, Floor 1.00%)	8/27/2026		2,800		2,704		2,704

RTIC Subsidiary Holdings, LLC	(10)	Direct-To-Consumer eCommerce Provider of Outdoor Products
			Secured Debt	(9)	9/1/2020		9.00% (L+7.75%, Floor 1.25%)	9/1/2025		18,191		17,997		18,191

Rug Doctor, LLC.	(10)	Carpet Cleaning Products and Machinery
			Secured Debt	(9)	7/16/2021		7.25% (L+6.25%, Floor 1.00%)	11/16/2024		11,145		10,902		10,902

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MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2021

(dollars in thousands)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Rate	Maturity Date	Principal (4)		Cost (4)		Fair Value (18)
Salient Partners L.P.	(11)	Provider of Asset Management Services
			Secured Debt	(9)	8/31/2018		7.00% (L+6.00%, Floor 1.00%)	10/30/2022		6,251		6,247		4,063
			Secured Debt	(9)	9/30/2021		6.00% (L+5.00%, Floor 1.00%)	10/30/2022		1,250		1,250		2,435
												7,497		6,498
Savers, Inc.	(11)	For-Profit Thrift Retailer
			Secured Debt	(9)	5/14/2021		6.25% (L+5.50%, Floor 0.75%)	4/26/2028		11,400		11,295		11,386

SIB Holdings, LLC	(10)	Provider of Cost Reduction Services
			Secured Debt	(9)	10/29/2021		7.00% (L+6.00%, Floor 1.00%)	10/29/2026		6,282		6,134		6,145
			Common Equity		10/29/2021	95,238						200		200
												6,334		6,345
South Coast Terminals Holdings, LLC	(10)	Specialty Toll Chemical Manufacturer
			Secured Debt	(9)	12/10/2021		7.25% (L+6.25%, Floor 1.00%)	12/13/2026		50,704		49,589		49,589
			Common Equity		12/10/2021	863,636						864		864
												50,453		50,453
Staples Canada ULC	(10) (13) (21)	Office Supplies Retailer
			Secured Debt	(9) (22)	9/14/2017		8.00% (L+7.00%, Floor 1.00%)	9/12/2024		16,116		16,039		15,620

Stellant Systems, Inc.	(11)	Manufacturer of Traveling Wave Tubes and Vacuum Electronic Devices
			Secured Debt	(9)	1/0/1900		6.25% (L+5.50%, Floor 0.75%)	10/1/2028		7,700		7,625		7,700

Student Resource Center, LLC	(10)	Higher Education Services
			Secured Debt	(9)	6/25/2021		9.00% (L+8.00%, Floor 1.00%)	6/25/2026		10,969		10,753		10,826

Tacala Investment Corp.	(34)	Quick Service Restaurant Group
			Secured Debt	(9)	3/19/2021		4.25% (L+3.50%, Floor 0.75%)	2/5/2027		1,995		1,995		1,994

Team Public Choices, LLC	(11)	Home-Based Care Employment Service Provider
			Secured Debt	(9)	12/22/2020		6.00% (L+5.00%, Floor 1.00%)	12/18/2027		15,109		14,778		15,071

Tectonic Financial, LLC		Financial Services Organization
			Common Stock	(8)	5/15/2017	200,000						2,000		4,650

Tex Tech Tennis, LLC	(10)	Sporting Goods & Textiles
			Common Stock	(30)	7/7/2021	1,000,000						1,000		1,000

U.S. TelePacific Corp.	(11)	Provider of Communications and Managed Services
			Secured Debt	(9)	5/17/2017		7.00% (L+6.00%, Floor 1.00%)	5/2/2023		17,088		16,985		12,917

USA DeBusk LLC	(10)	Provider of Industrial Cleaning Services

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2021

(dollars in thousands)


Portfolio Company (1) (20)		Business Description	Type of Investment (2) (3) (15)		Investment Date (24)	Shares/Units	Rate	Maturity Date	Principal (4)		Cost (4)		Fair Value (18)
			Secured Debt	(9)	10/22/2019		6.75% (L+5.75%, Floor 1.00%)	9/8/2026		37,281		36,510		37,281

Veregy Consolidated, Inc.	(11)	Energy Service Company
			Secured Debt	(9)	11/9/2020		6.25% (L+5.25, Floor 1.00%)	11/3/2025		5,875		5,111		5,111
			Secured Debt	(9)	11/9/2020		7.00% (L+6.00%, Floor 1.00%)	11/3/2027		14,888		14,524		14,925
												19,635		20,036
Vida Capital, Inc	(11)	Alternative Asset Manager
			Secured Debt		10/10/2019		6.10% (L+6.00%)	10/1/2026		17,089		16,905		15,850

Vistar Media, Inc.	(10)	Operator of Digital Out-of-Home Advertising Platform
			Preferred Stock		4/3/2019	70,207						767		1,726

VORTEQ Coil Finishers, LLC	(10)	Specialty Coating of Aluminum and Light-Gauge Steel
			Secured Debt	(9)	11/30/2021		8.50% (L+7.50%, Floor 1.00%)	11/30/2026		25,962		25,450		25,450
			Common Equity		11/30/2021	1,038,462						1,038		1,038
												26,488		26,488
Wahoo Fitness Acquisition L.L.C.	(11)	Fitness Training Equipment Provider
			Secured Debt	(9)	8/17/2021		6.75% (L+5.75%, Floor 1.00%)	8/12/2028		15,000		14,569		14,916

Wall Street Prep, Inc.	(10)	Financial Training Services
			Secured Debt	(9)	7/19/2021		8.00% (L+7.00%, Floor 1.00%)	7/19/2026		4,373		4,288		4,285
			Common Stock		7/19/2021	400,000						400		400
												4,688		4,685
Watterson Brands, LLC	(10)	Facility Management Services
			Secured Debt	(9)	12/17/2021		7.25% (L+6.25%, Floor 1.00%)	12/17/2026		25,876		25,267		25,267

Winter Services LLC	(10)	Provider of Snow Removal and Ice Management Services
			Secured Debt	(9)	11/19/2021		8.00% (L+7.00%, Floor 1.00%)	11/19/2026		10,278		10,018		10,061

Xenon Arc, Inc.	(10)	Tech-enabled Distribution Services to Chemicals and Food Ingredients Primary Producers
			Secured Debt	(9)	12/17/2021		6.75% (L+6.00%, Floor 0.75%)	12/17/2026		38,600		37,423		37,423

YS Garments, LLC	(11)	Designer and Provider of Branded Activewear
			Secured Debt	(9)	8/22/2018		6.50% (L+5.50%, Floor 1.00%)	8/9/2024		13,034		12,967		12,578
Subtotal Non-Control/Non-Affiliate Investments (85.2% of net assets at fair value)											$	1,573,110	$	1,523,360
Total Portfolio Investments, December 31, 2021 (199.2% of net assets at fair value)											$	3,259,246	$	3,561,831


(1)	All investments are Lower Middle Market portfolio investments, unless otherwise noted. See Note C for a description of Lower Middle Market portfolio investments. All of the Company’s investments, unless otherwise

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MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2021

(dollars in thousands)

	noted, are encumbered either as security for the Company’s Credit Facility or in support of the SBA-guaranteed debentures issued by the Funds.
(2)	Debt investments are income producing, unless otherwise noted. Equity and warrants are non-income producing, unless otherwise noted.
(3)	See Note C and Schedule 12-14 for a summary of geographic location of portfolio companies.
(4)	Principal is net of repayments. Cost is net of repayments and accumulated unearned income.
(5)	Control investments are defined by the 1940 Act, as investments in which more than 25% of the voting securities are owned or where the ability to nominate greater than 50% of the board representation is maintained.
(6)	Affiliate investments are defined by the 1940 Act as investments in which between 5% and 25% (inclusive) of the voting securities are owned and the investments are not classified as Control investments.
(7)	Non-Control/Non-Affiliate investments are defined by the 1940 Act as investments that are neither Control investments nor Affiliate investments.
(8)	Income producing through dividends or distributions.
(9)	Index based floating interest rate is subject to contractual minimum interest rate. A majority of the variable rate loans in the Company’s investment portfolio bear interest at a rate that may be determined by reference to either LIBOR or an alternate Base Rate (commonly based on the Federal Funds Rate or the Prime Rate), which typically resets semi-annually, quarterly, or monthly at the borrower’s option. The borrower may also elect to have multiple interest reset periods for each loan. For each such loan, the Company has provided the weighted average annual stated interest rate in effect at December 31, 2021. As noted in this schedule, 67% of the loans (based on the par amount) contain LIBOR floors which range between 0.50% and 2.00%, with a weighted-average LIBOR floor of approximately 1.06%.
(10)	Private Loan portfolio investment. See Note C for a description of Private Loan portfolio investments.
(11)	Middle Market portfolio investment. See Note C for a description of Middle Market portfolio investments.
(12)	Other Portfolio investment. See Note C for a description of Other Portfolio investments.
(13)	Investment is not a qualifying asset as defined under Section 55(a) of the 1940 Act. Qualifying assets must represent at least 70% of total assets at the time of acquisition of any additional non-qualifying assets.
(14)	Non-accrual and non-income producing investment.
(15)	All of the Company’s portfolio investments are generally subject to restrictions on resale as “restricted securities.”
(16)	External Investment Manager. Investment is not encumbered as security for the Company's Credit Facility or in support of the SBA-guaranteed debentures issued by the Funds.
(17)	Maturity date is under on-going negotiations with the portfolio company and other lenders, if applicable.
(18)	Investment fair value was determined using significant unobservable inputs, unless otherwise noted. See Note C for further discussion.
(19)	PIK interest income and cumulative dividend income represent income not paid currently in cash.
(20)	All portfolio company headquarters are based in the United States, unless otherwise noted.
(21)	Portfolio company headquarters are located outside of the United States.
(22)	In connection with the Company's debt investment in Staples Canada ULC and in an attempt to mitigate any potential adverse change in foreign exchange rates during the term of the Company's investment, the Company maintains a forward foreign currency contract with Cadence Bank to lend $21.4 million Canadian Dollars and receive $16.9 million U.S. Dollars with a settlement date of September 14, 2022. The unrealized depreciation on the forward foreign currency contract was not significant as of December 31, 2021.
(23)	The Company has entered into an intercreditor agreement that entitles the Company to the "last out" tranche of the first lien secured loans, whereby the "first out" tranche will receive priority as to the "last out" tranche with respect to payments of principal, interest, and any other amounts due thereunder. Therefore, the Company receives a higher interest rate than the contractual stated interest rate of LIBOR plus 7.25% (Floor 1.25%) per the credit agreement and the Consolidated Schedule of Investments above reflects such higher rate.
(24)	Investment date represents the date of initial investment in the security position.
(25)	Warrants are presented in equivalent shares with a strike price of $10.92 per share.
(26)	Warrants are presented in equivalent units with a strike price of $14.28 per unit.
(27)	Warrants are presented in equivalent shares/units with a strike price of $0.01 per share/unit.
(28)	Warrants are presented in equivalent shares with a strike price of $0.001 per share.

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Consolidated Schedule of Investments (Continued)

December 31, 2021

(dollars in thousands)

(29)	Warrants are presented in equivalent units with a strike price of $1.50 per unit.
(30)	Shares/Units represent ownership in an underlying Real Estate or HoldCo entity.
(31)	Investment is not unitized. Presentation is made in percent of fully diluted ownership unless otherwise indicated.
(32)	Portfolio company is in a bankruptcy process and, as such, the maturity date of our debt investment in this portfolio company will not be finally determined until such process is complete. As noted in footnote (14), our debt investment in this portfolio company is on non-accrual status.
(33)	The Company has entered into an intercreditor agreement that entitles the Company to the "last out" tranche of the first lien secured loans, whereby the "first out" tranche will receive priority as to the "last out" tranche with respect to payments of principal, interest, and any other amounts due thereunder. Therefore, the Company receives a higher interest rate than the contractual stated interest rate of LIBOR plus 7.96% (Floor 1.00%) per the credit agreement and the Consolidated Schedule of Investments above reflects such higher rate.
(34)	Short-term portfolio investments. See Note C for a description of short-term portfolio investments.
(35)	The security has an effective contractual interest rate of 2.00% PIK + L+6.50%, Floor 1.00%, but the issuer may, in its discretion, elect to pay the PIK interest in cash. The rate presented represents the effective current yield based on actual payments received during the period.
(36)	Delayed draw term loan facility permits the borrower to make an interest rate election on each new tranche of borrowings under the facility. The rate presented represents a weighted-average rate for borrowings under the facility. As of December 31, 2021, borrowings under the loan facility bear interest at L+6.00% or Prime+5.00%.

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MAIN STREET CAPITAL CORPORATION

Notes to the Consolidated Financial Statements

(Unaudited)

NOTE A—ORGANIZATION AND BASIS OF PRESENTATION

1. Organization

Main Street Capital Corporation (“MSCC”) is a principal investment firm primarily focused on providing customized debt and equity financing to lower middle market (“LMM”) companies and debt capital to middle market (“Middle Market”) companies. The portfolio investments of MSCC and its consolidated subsidiaries are typically made to support management buyouts, recapitalizations, growth financings, refinancings and acquisitions of companies that operate in a variety of industry sectors. MSCC seeks to partner with entrepreneurs, business owners and management teams and generally provides “one stop” financing alternatives within its LMM investment strategy. MSCC and its consolidated subsidiaries invest primarily in secured debt investments, equity investments, warrants and other securities of LMM companies based in the United States and in secured debt investments of Middle Market companies generally headquartered in the United States.

MSCC was formed in March 2007 to operate as an internally managed business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). MSCC wholly owns several investment funds, including Main Street Mezzanine Fund, LP (“MSMF”) and Main Street Capital III, LP (“MSC III” and, together with MSMF, the “Funds”), and each of their general partners. The Funds are each licensed as a Small Business Investment Company (“SBIC”) by the United States Small Business Administration (“SBA”). Because MSCC is internally managed, all of the executive officers and other employees are employed by MSCC. Therefore, MSCC does not pay any external investment advisory fees, but instead directly incurs the operating costs associated with employing investment and portfolio management professionals.

MSC Adviser I, LLC (the “External Investment Manager”) was formed in November 2013 as a wholly owned subsidiary of MSCC to provide investment management and other services to parties other than MSCC and its subsidiaries or their portfolio companies (“External Parties”) and receives fee income for such services. MSCC has been granted no-action relief by the Securities and Exchange Commission (“SEC”) to allow the External Investment Manager to register as a registered investment adviser under the Investment Advisers Act of 1940, as amended. Since the External Investment Manager conducts all of its investment management activities for External Parties, it is accounted for as a portfolio investment of MSCC and is not included as a consolidated subsidiary of MSCC in MSCC’s consolidated financial statements.

MSCC has elected to be treated for U.S. federal income tax purposes as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). As a result, MSCC generally will not pay corporate-level U.S. federal income taxes on any net ordinary taxable income or capital gains that it distributes to its stockholders.

MSCC has certain direct and indirect wholly owned subsidiaries that have elected to be taxable entities (the “Taxable Subsidiaries”). The primary purpose of the Taxable Subsidiaries is to permit MSCC to hold equity investments in portfolio companies which are “pass-through” entities for tax purposes.

Unless otherwise noted or the context otherwise indicates, the terms “we,” “us,” “our,” the “Company” and “Main Street” refer to MSCC and its consolidated subsidiaries, which include the Funds and the Taxable Subsidiaries.

2. Basis of Presentation

Main Street’s consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The Company is an investment company following accounting and reporting guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 946, Financial Services—Investment Companies (“ASC 946”). For each of the periods presented

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herein, Main Street’s consolidated financial statements include the accounts of MSCC and its consolidated subsidiaries. The Investment Portfolio, as used herein, refers to all of Main Street’s investments in LMM portfolio companies, investments in Private Loan (as defined in Note C) portfolio companies, investments in Middle Market portfolio companies, Other Portfolio (as defined in Note C) investments and the investment in the External Investment Manager (see “Note C—Fair Value Hierarchy for Investments and Debentures—Portfolio Composition—Investment Portfolio Composition” for additional discussion of Main Street’s Investment Portfolio and definitions for the defined terms Private Loan and Other Portfolio). Main Street’s results of operations and cash flows for the three months ended March 31, 2022 and 2021, and financial position as of March 31, 2022 and December 31, 2021, are presented on a consolidated basis. The effects of all intercompany transactions between Main Street and its consolidated subsidiaries have been eliminated in consolidation.

The accompanying unaudited consolidated financial statements of Main Street are presented in conformity with U.S. GAAP for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Articles 6, 10 and 12 of Regulation S-X. Accordingly, certain disclosures accompanying annual financial statements prepared in accordance with U.S. GAAP are omitted. The unaudited financial statements and notes should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2021. In the opinion of management, the unaudited consolidated financial results included herein contain all adjustments, consisting solely of normal recurring accruals, considered necessary for the fair presentation of financial statements for the interim periods included herein. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the operating results to be expected for the full year. Financial statements prepared on a U.S. GAAP basis require management to make estimates and assumptions that affect the amounts and disclosures reported in the financial statements and accompanying notes. Such estimates and assumptions could change in the future as more information becomes known, which could impact the amounts reported and disclosed herein.

Principles of Consolidation

Under ASC 946, Main Street is precluded from consolidating other entities in which Main Street has equity investments, including those in which it has a controlling interest, unless the other entity is another investment company. An exception to this general principle in ASC 946 occurs if Main Street holds a controlling interest in an operating company that provides all or substantially all of its services directly to Main Street or to its portfolio companies. Accordingly, as noted above, MSCC’s consolidated financial statements include the financial position and operating results for the Funds and the Taxable Subsidiaries. Main Street has determined that none of its portfolio investments qualify for this exception, including the investment in the External Investment Manager. Therefore, Main Street’s Investment Portfolio is carried on the consolidated balance sheet at fair value, as discussed further in Note B.1., with any adjustments to fair value recognized as “Net Unrealized Appreciation (Depreciation)” on the consolidated statements of operations until the investment is realized, usually upon exit, resulting in any gain or loss being recognized as a “Net Realized Gain (Loss).”

Portfolio Investment Classification

Main Street classifies its Investment Portfolio in accordance with the requirements of the 1940 Act. Under the 1940 Act, (a) “Control Investments” are defined as investments in which Main Street owns more than 25% of the voting securities or has rights to maintain greater than 50% of the board representation, (b) “Affiliate Investments” are defined as investments in which Main Street owns between 5% and 25% (inclusive) of the voting securities and does not have rights to maintain greater than 50% of the board representation, and (c) “Non-Control/Non-Affiliate Investments” are defined as investments that are neither Control Investments nor Affiliate Investments. For purposes of determining the classification of its Investment Portfolio, Main Street has excluded consideration of any voting securities or board appointment rights held by third-party investment funds advised by the External Investment Manager.

NOTE B—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1. Valuation of the Investment Portfolio

Main Street accounts for its Investment Portfolio at fair value. As a result, Main Street follows the provisions of ASC 820, Fair Value Measurements and Disclosures (“ASC 820”). ASC 820 defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value and

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enhances disclosure requirements for fair value measurements. ASC 820 requires Main Street to assume that the portfolio investment is to be sold in the principal market to independent market participants, which may be a hypothetical market. Market participants are defined as buyers and sellers in the principal market that are independent, knowledgeable and willing and able to transact.

Main Street’s portfolio strategy calls for it to invest primarily in illiquid debt and equity securities issued by privately held, LMM companies and more liquid debt securities issued by Middle Market companies that are generally larger in size than the LMM companies. Main Street categorizes some of its investments in LMM companies and Middle Market companies as Private Loan portfolio investments, which are primarily debt securities in privately held companies that have been originated directly by Main Street or through strategic relationships with other investment funds on a collaborative basis, and are often referred to in the debt markets as “club deals.” Private Loan investments are made in companies that are consistent with the size of companies Main Street invests in through its LMM portfolio and Middle Market portfolio. Main Street’s portfolio also includes Other Portfolio investments which primarily consist of investments that are not consistent with the typical profiles for its LMM portfolio investments, Private Loan portfolio investments or Middle Market portfolio investments, including investments which may be managed by third parties. Main Street’s portfolio may also include short-term portfolio investments that are atypical of Main Street’s LMM, Private Loan and Middle Market portfolio investments in that they are intended to be a short-term deployment of capital and are more liquid than investments within the other portfolios. Main Street’s portfolio investments may be subject to restrictions on resale.

LMM investments and Other Portfolio investments generally have no established trading market while Middle Market and short-term portfolio investments generally have established markets that are not active. Private Loan investments may include investments which have no established trading market or have established markets that are not active. Main Street determines in good faith the fair value of its Investment Portfolio pursuant to a valuation policy in accordance with ASC 820, with such valuation process approved by its Board of Directors and in accordance with the 1940 Act. Main Street’s valuation policies and processes are intended to provide a consistent basis for determining the fair value of Main Street’s Investment Portfolio.

For LMM portfolio investments, Main Street generally reviews external events, including private mergers, sales and acquisitions involving comparable companies, and includes these events in the valuation process by using an enterprise value waterfall methodology (“Waterfall”) for its LMM equity investments and an income approach using a yield-to-maturity model (“Yield-to-Maturity”) for its LMM debt investments. For Middle Market and short-term portfolio investments, Main Street primarily uses quoted prices in the valuation process. Main Street determines the appropriateness of the use of third-party broker quotes, if any, in determining fair value based on its understanding of the level of actual transactions used by the broker to develop the quote and whether the quote was an indicative price or binding offer, the depth and consistency of broker quotes and the correlation of changes in broker quotes with underlying performance of the portfolio company and other market indices. For Private Loan and Middle Market portfolio investments in debt securities for which it has determined that third-party quotes or other independent pricing are not available or appropriate, Main Street generally estimates the fair value based on the assumptions that it believes hypothetical market participants would use to value the investment in a current hypothetical sale using the Yield-to-Maturity valuation method. For its Other Portfolio equity investments, Main Street generally calculates the fair value of the investment primarily based on the net asset value (“NAV”) of the fund and adjusts the fair value for other factors deemed relevant that would affect the fair value of the investment. All of the valuation approaches for Main Street’s portfolio investments estimate the value of the investment as if Main Street were to sell, or exit, the investment as of the measurement date.

These valuation approaches consider the value associated with Main Street’s ability to control the capital structure of the portfolio company, as well as the timing of a potential exit. For valuation purposes, “control” portfolio investments are composed of debt and equity securities in companies for which Main Street has a controlling interest in the equity ownership of the portfolio company or the ability to nominate a majority of the portfolio company’s board of directors. For valuation purposes, “non-control” portfolio investments are generally composed of debt and equity securities in companies for which Main Street does not have a controlling interest in the equity ownership of the portfolio company or the ability to nominate a majority of the portfolio company’s board of directors.

Under the Waterfall valuation method, Main Street estimates the enterprise value of a portfolio company using a combination of market and income approaches or other appropriate valuation methods, such as considering recent

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transactions in the equity securities of the portfolio company or third-party valuations of the portfolio company, and then performs a Waterfall calculation by allocating the enterprise value over the portfolio company’s securities in order of their preference relative to one another. The enterprise value is the fair value at which an enterprise could be sold in a transaction between two willing parties, other than through a forced or liquidation sale. Typically, privately held companies are bought and sold based on multiples of earnings before interest, taxes, depreciation and amortization (“EBITDA”), cash flows, net income, revenues, or in limited cases, book value. There is no single methodology for estimating enterprise value. For any one portfolio company, enterprise value is generally described as a range of values from which a single estimate of enterprise value is derived. In estimating the enterprise value of a portfolio company, Main Street analyzes various factors including the portfolio company’s historical and projected financial results. Due to SEC deadlines for Main Street’s quarterly and annual financial reporting, the operating results of a portfolio company used in the current period valuation are generally the results from the period ended three months prior to such valuation date and may include unaudited, projected, budgeted or pro forma financial information and may require adjustments for non-recurring items or to normalize the operating results that may require significant judgment in determining. In addition, projecting future financial results requires significant judgment regarding future growth assumptions. In evaluating the operating results, Main Street also analyzes the impact of exposure to litigation, loss of customers or other contingencies. After determining the appropriate enterprise value, Main Street allocates the enterprise value to investments in order of the legal priority of the various components of the portfolio company’s capital structure. In applying the Waterfall valuation method, Main Street assumes the loans are paid off at the principal amount in a change in control transaction and are not assumed by the buyer, which Main Street believes is consistent with its past transaction history and standard industry practices.

Under the Yield-to-Maturity valuation method, Main Street also uses the income approach to determine the fair value of debt securities based on projections of the discounted future free cash flows that the debt security will likely generate, including analyzing the discounted cash flows of interest and principal amounts for the debt security, as set forth in the associated loan agreements, as well as the financial position and credit risk of the portfolio company. Main Street’s estimate of the expected repayment date of its debt securities is generally the maturity date of the instrument, as Main Street generally intends to hold its loans and debt securities to maturity. The Yield-to-Maturity analysis also considers changes in leverage levels, credit quality, portfolio company performance, changes in market-based interest rates and other factors. Main Street will generally use the value determined by the Yield-to-Maturity analysis as the fair value for that security; however, because of Main Street’s general intent to hold its loans to maturity, the fair value will not exceed the principal amount of the debt security valued using the Yield-to-Maturity valuation method. A change in the assumptions that Main Street uses to estimate the fair value of its debt securities using the Yield-to-Maturity valuation method could have a material impact on the determination of fair value. If there is deterioration in credit quality or if a debt security is in workout status, Main Street may consider other factors in determining the fair value of the debt security, including the value attributable to the debt security from the enterprise value of the portfolio company or the proceeds that would most likely be received in a liquidation analysis.

Under the NAV valuation method, for an investment in an investment fund that does not have a readily determinable fair value, Main Street measures the fair value of the investment predominately based on the NAV of the investment fund as of the measurement date and adjusts the investment’s fair value for factors known to Main Street that would affect that fund’s NAV, including, but not limited to, fair values for individual investments held by the fund if Main Street holds the same investment or for a publicly traded investment. In addition, in determining the fair value of the investment, Main Street considers whether adjustments to the NAV are necessary in certain circumstances, based on the analysis of any restrictions on redemption of Main Street’s investment as of the measurement date, recent actual sales or redemptions of interests in the investment fund, and expected future cash flows available to equity holders, including the rate of return on those cash flows compared to an implied market return on equity required by market participants, or other uncertainties surrounding Main Street’s ability to realize the full NAV of its interests in the investment fund.

Pursuant to its internal valuation process and the requirements under the 1940 Act, Main Street performs valuation procedures on each of its portfolio investments quarterly. In addition to its internal valuation process, in arriving at estimates of fair value for its investments in its LMM portfolio companies, Main Street, among other things, consults with a nationally recognized independent financial advisory services firm. The nationally recognized independent financial advisory services firm analyzes and provides observations, recommendations and an assurance certification regarding the Company’s determinations of the fair value of its LMM portfolio company investments. The nationally recognized independent financial advisory services firm is generally consulted relative to Main Street’s investments in each LMM portfolio company at least once every calendar year, and for Main Street’s investments in new LMM portfolio companies, at least once in the twelve-month period subsequent to the initial investment. In certain

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instances, Main Street may determine that it is not cost-effective, and as a result is not in its stockholders’ best interest, to consult with the nationally recognized independent financial advisory services firm on its investments in one or more LMM portfolio companies. Such instances include, but are not limited to, situations where the fair value of Main Street’s investment in a LMM portfolio company is determined to be insignificant relative to the total Investment Portfolio. Main Street consulted with and received an assurance certification from its independent financial advisory services firm in arriving at Main Street’s determination of fair value on its investments in a total of 19 LMM portfolio companies for the three months ended March 31, 2022, representing approximately 30% of the total LMM portfolio at fair value as of March 31, 2022, and on a total of 16 LMM portfolio companies for the three months ended March 31, 2021, representing approximately 26% of the total LMM portfolio at fair value as of March 31, 2021. Excluding its investments in LMM portfolio companies that, as of March 31, 2022 and 2021, as applicable, had not been in the Investment Portfolio for at least twelve months subsequent to the initial investment or whose primary purpose is to own real estate for which a third-party appraisal is obtained on at least an annual basis, the percentage of the LMM portfolio reviewed and certified by Main Street’s independent financial advisory services firm for the three months ended March 31, 2022 and 2021 was 36% and 29% of the total LMM portfolio at fair value as of March 31, 2022 and 2021, respectively.

For valuation purposes, all of Main Street’s Private Loan portfolio investments are non-control investments. For Private Loan portfolio investments for which it has determined that third-party quotes or other independent pricing are not available or appropriate, Main Street generally estimates the fair value based on the assumptions that it believes hypothetical market participants would use to value such Private Loan debt investments in a current hypothetical sale using the Yield-to-Maturity valuation method and such Private Loan equity investments in a current hypothetical sale using the Waterfall valuation method.

In addition to its internal valuation process, in arriving at estimates of fair value for its investments in its Private Loan portfolio companies, Main Street, among other things, consults with a nationally recognized independent financial advisory services firm. The nationally recognized independent financial advisory services firm analyzes and provides observations and recommendations and an assurance certification regarding the Company’s determinations of the fair value of its Private Loan portfolio company investments. The nationally recognized independent financial advisory services firm is generally consulted relative to Main Street’s investments in each Private Loan portfolio company at least once every calendar year, and for Main Street’s investments in new Private Loan portfolio companies, at least once in the twelve-month period subsequent to the initial investment. In certain instances, Main Street may determine that it is not cost-effective, and as a result is not in its stockholders’ best interest, to consult with the nationally recognized independent financial advisory services firm on its investments in one or more Private Loan portfolio companies. Such instances include, but are not limited to, situations where the fair value of Main Street’s investment in a Private Loan portfolio company is determined to be insignificant relative to the total Investment Portfolio. Main Street consulted with and received an assurance certification from its independent financial advisory services firm in arriving at its determination of fair value on its investments in a total of 18 Private Loan portfolio companies for the three months ended March 31, 2022, representing approximately 26% of the total Private Loan portfolio at fair value as of March 31, 2022, and on a total of 11 Private Loan portfolio companies for the three months ended March 31, 2021, representing approximately 22% of the total Private Loan portfolio at fair value as of March 31, 2021. Excluding its investments in Private Loan portfolio companies that, as of March 31, 2022 and 2021, as applicable, had not been in the Investment Portfolio for at least twelve months subsequent to the initial investment and its investments in Private Loan portfolio companies that were not reviewed because the investment is valued based upon third-party quotes or other independent pricing, the percentage of the Private Loan portfolio reviewed and certified by Main Street’s independent financial advisory services firm for the three months ended March 31, 2022 and 2021 was 42% and 29% of the total Private Loan portfolio at fair value as of March 31, 2022 and 2021, respectively.

For valuation purposes, all of Main Street’s Middle Market portfolio investments are non-control investments. To the extent sufficient observable inputs are available to determine fair value, Main Street uses observable inputs to determine the fair value of these investments through obtaining third-party quotes or other independent pricing. For Middle Market portfolio investments for which it has determined that third-party quotes or other independent pricing are not available or appropriate, Main Street generally estimates the fair value based on the assumptions that it believes hypothetical market participants would use to value such Middle Market debt investments in a current hypothetical sale using the Yield-to-Maturity valuation method and such Middle Market equity investments in a current hypothetical sale using the Waterfall valuation method. The Company generally consults on a limited basis with a financial advisory services firm in connection with determining the fair value of its Middle Market portfolio investments due to the nature of these investments. The vast majority (93% as of both March 31, 2022 and December 31, 2021) of the Middle Market

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portfolio investments are valued using third-party quotes or other independent pricing services, or are new investments that will be consulted on once they have been in the Investment Portfolio for at least twelve months subsequent to the initial investment.

For valuation purposes, all of Main Street’s short-term portfolio investments are non-control investments. To the extent sufficient observable inputs are available to determine fair value, Main Street uses observable inputs to determine the fair value of these investments through obtaining third-party quotes or other independent pricing. Because all of the short-term portfolio investments are typically valued using third-party quotes or other independent pricing services, Main Street generally does not consult with any financial advisory services firms in connection with determining the fair value of its short-term portfolio investments.

For valuation purposes, all of Main Street’s Other Portfolio investments are non-control investments. Main Street’s Other Portfolio investments comprised 2.8% and 4.7% of Main Street’s Investment Portfolio at fair value as of March 31, 2022 and December 31, 2021, respectively. Similar to the LMM investment portfolio, market quotations for Other Portfolio equity investments are generally not readily available. For its Other Portfolio equity investments, Main Street generally determines the fair value of these investments using the NAV valuation method.

For valuation purposes, Main Street’s investment in the External Investment Manager is a control investment. Market quotations are not readily available for this investment, and as a result, Main Street determines the fair value of the External Investment Manager using the Waterfall valuation method under the market approach. In estimating the enterprise value, Main Street analyzes various factors, including the entity’s historical and projected financial results, as well as its size, marketability and performance relative to the population of market comparables. This valuation approach estimates the value of the investment as if Main Street were to sell, or exit, the investment. In addition, Main Street considers its ability to control the capital structure of the company, as well as the timing of a potential exit, in connection with determining the fair value of the External Investment Manager.

Due to the inherent uncertainty in the valuation process, Main Street’s determination of fair value for its Investment Portfolio may differ materially from the values that would have been determined had a ready market for the securities existed. In addition, changes in the market environment, portfolio company performance and other events that may occur over the lives of the investments may cause the gains or losses ultimately realized on these investments to be materially different than the valuations currently assigned. Main Street determines the fair value of each individual investment and records changes in fair value as unrealized appreciation or depreciation.

Main Street uses an internally developed portfolio investment rating system in connection with its investment oversight, portfolio management and analysis and investment valuation procedures for its LMM portfolio companies. This system takes into account both quantitative and qualitative factors of the LMM portfolio company and the investments held therein.

In December 2020, the SEC adopted Rule 2a-5 under the 1940 Act, which permits a BDC’s board of directors to designate its executive officers or investment adviser as a valuation designee to determine the fair value for its investment portfolio, subject to the active oversight of the board. Main Street’s Board of Directors has approved policies and procedures pursuant to Rule 2a-5 (the “Valuation Procedures”) and has designated a group of its executive officers to serve as the Board’s valuation designee. Main Street adopted the Valuation Procedures effective April 1, 2021. Main Street believes its Investment Portfolio as of March 31, 2022 and December 31, 2021 approximates fair value as of those dates based on the markets in which it operates and other conditions in existence on those reporting dates.

2. Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period. Actual results may differ from these estimates under different conditions or assumptions. Additionally, as explained in Note B.1., the consolidated financial statements include investments in the Investment Portfolio whose values have been estimated by Main Street, pursuant to valuation policies and procedures approved and overseen by Main Street’s Board of Directors, in the absence of readily ascertainable market values. Because of the inherent uncertainty of the Investment

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Portfolio valuations, those estimated values may differ materially from the values that would have been determined had a ready market for the securities existed.

The COVID-19 pandemic, and the related effect on the U.S. and global economies, has impacted, and threatens to continue to impact, the businesses and operating results of certain of Main Street’s portfolio companies, as well as market interest rate spreads. As a result of these and other current effects of the COVID-19 pandemic, as well as the uncertainty regarding the extent and duration of its impact, the valuation of Main Street’s Investment Portfolio has experienced increased volatility since the beginning of the COVID-19 pandemic.

3. Cash and Cash Equivalents

Cash and cash equivalents consist of cash and highly liquid investments with an original maturity of three months or less at the date of purchase. Cash and cash equivalents are carried at cost, which approximates fair value.

At March 31, 2022, cash balances totaling $15.8 million exceeded Federal Deposit Insurance Corporation insurance protection levels, subjecting the Company to risk related to the uninsured balance. All of the Company’s cash deposits are held at large established high credit quality financial institutions and management believes that the risk of loss associated with any uninsured balances is remote.

4. Interest, Dividend and Fee Income

Main Street records interest and dividend income on the accrual basis to the extent amounts are expected to be collected. Dividend income is recorded as dividends are declared by the portfolio company or at the point an obligation exists for the portfolio company to make a distribution. In accordance with Main Street’s valuation policies, Main Street evaluates accrued interest and dividend income periodically for collectability. When a loan or debt security becomes 90 days or more past due, and if Main Street otherwise does not expect the debtor to be able to service all of its debt or other obligations, Main Street will generally place the loan or debt security on non-accrual status and cease recognizing interest income on that loan or debt security until the borrower has demonstrated the ability and intent to pay contractual amounts due. If a loan or debt security’s status significantly improves regarding the debtor’s ability to service the debt or other obligations, or if a loan or debt security is sold or written off, Main Street removes it from non-accrual status.

As of March 31, 2022, Main Street’s total Investment Portfolio had nine investments on non-accrual status, which comprised approximately 0.6% of its fair value and 3.1% of its cost. As of December 31, 2021, Main Street’s total Investment Portfolio had nine investments on non-accrual status, which comprised approximately 0.7% of its fair value and 3.3% of its cost.

Main Street holds certain debt and preferred equity instruments in its Investment Portfolio that contain payment-in-kind (“PIK”) interest and cumulative dividend provisions. The PIK interest, computed at the contractual rate specified in each debt agreement, is periodically added to the principal balance of the debt and is recorded as interest income. Thus, the actual collection of this interest may be deferred until the time of debt principal repayment. Cumulative dividends are recorded as dividend income, and any dividends in arrears are added to the balance of the preferred equity investment. The actual collection of these dividends in arrears may be deferred until such time as the preferred equity is redeemed or sold. To maintain RIC tax treatment (as discussed in Note B.9. below), these non-cash sources of income may need to be paid out to stockholders in the form of distributions, even though Main Street may not have collected the PIK interest and cumulative dividends in cash. For the three months ended March 31, 2022 and 2021, (i) approximately 1.2% and 3.8%, respectively, of Main Street’s total investment income was attributable to PIK interest income not paid currently in cash and (ii) approximately 1.1% and 0.7%, respectively, of Main Street’s total investment income was attributable to cumulative dividend income not paid currently in cash. Main Street stops accruing PIK interest and cumulative dividends and writes off any accrued and uncollected interest and dividends in arrears when it determines that such PIK interest and dividends in arrears are no longer collectible.

Main Street may periodically provide services, including structuring and advisory services, to its portfolio companies or other third parties. For services that are separately identifiable and evidence exists to substantiate fair value, fee income is recognized as earned, which is generally when the investment or other applicable transaction closes. Fees received in connection with debt financing transactions for services that do not meet these criteria are treated as debt origination fees and are deferred and accreted into income over the life of the financing.

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A presentation of total investment income Main Street received from its Investment Portfolio in each of the periods presented is as follows:


	Three Months Ended
	March 31,
	2022		2021

	(dollars in thousands)
Interest, fee and dividend income:
Interest income	$	59,441	$	43,471
Dividend income		16,622		17,697
Fee income		3,332		1,639
Total interest, fee and dividend income	$	79,395	$	62,807

5. Deferred Financing Costs

Deferred financing costs include commitment fees and other costs related to Main Street’s multi-year revolving credit facility (the “Credit Facility”) and its unsecured notes, as well as the commitment fees and leverage fees (approximately 3.4% of the total commitment and draw amounts, as applicable) on the SBIC debentures. See further discussion of Main Street’s debt in Note E. Deferred financing costs in connection with the Credit Facility are capitalized as an asset. Deferred financing costs in connection with all other debt arrangements are a direct deduction from the related debt liability.

6. Equity Offering Costs

The Company’s offering costs are charged against the proceeds from equity offerings when the proceeds are received.

7. Unearned Income—Debt Origination Fees and Original Issue Discount and Discounts / Premiums to Par Value

Main Street capitalizes debt origination fees received in connection with financings and reflects such fees as unearned income netted against the applicable debt investments. The unearned income from the fees is accreted into income over the life of the financing.

In connection with its portfolio debt investments, Main Street sometimes receives nominal cost warrants or warrants with an exercise price below the fair value of the underlying equity (together, “nominal cost equity”) that are valued as part of the negotiation process with the particular portfolio company. When Main Street receives nominal cost equity, Main Street allocates its cost basis in its investment between its debt security and its nominal cost equity at the time of origination based on amounts negotiated with the particular portfolio company. The allocated amounts are based upon the fair value of the nominal cost equity, which is then used to determine the allocation of cost to the debt security. Any discount recorded on a debt investment resulting from this allocation is reflected as unearned income, which is netted against the applicable debt investment, and accreted into interest income over the life of the debt investment. The actual collection of this interest is deferred until the time of debt principal repayment.

Main Street may also purchase debt securities at a discount or at a premium to the par value of the debt security. In the case of a purchase at a discount, Main Street records the investment at the par value of the debt security net of the discount, and the discount is accreted into interest income over the life of the debt investment. In the case of a purchase at a premium, Main Street records the investment at the par value of the debt security plus the premium, and the premium is amortized as a reduction to interest income over the life of the debt investment.

To maintain RIC tax treatment (as discussed in Note B.9. below), these non-cash sources of income may need to be paid out to stockholders in the form of distributions, even though Main Street may not have collected the interest income. For the three months ended March 31, 2022 and 2021, approximately 2.0% and 2.4%, respectively, of Main Street’s total investment income was attributable to interest income from the accretion of discounts associated with debt investments, net of any premium reduction.

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8. Share-Based Compensation

Main Street accounts for its share-based compensation plans using the fair value method, as prescribed by ASC 718, Compensation—Stock Compensation. Accordingly, for restricted stock awards, Main Street measures the grant date fair value based upon the market price of its common stock on the date of the grant and amortizes the fair value of the awards as share-based compensation expense over the requisite service period, which is generally the vesting term.

Main Street has also adopted Accounting Standards Update (“ASU”) 2016-09, Compensation—Stock Compensation: Improvements to Employee Share-Based Payment Accounting, which requires that all excess tax benefits and tax deficiencies (including tax benefits of dividends on share-based payment awards) be recognized as income tax expense or benefit in the income statement and not delay recognition of a tax benefit until the tax benefit is realized through a reduction to taxes payable. Accordingly, the tax effects of exercised or vested awards are treated as discrete items in the reporting period in which they occur. Additionally, Main Street has elected to account for forfeitures as they occur.

9. Income Taxes

MSCC has elected to be treated for U.S. federal income tax purposes as a RIC. MSCC’s taxable income includes the taxable income generated by MSCC and certain of its subsidiaries, including the Funds, which are treated as disregarded entities for tax purposes. As a RIC, MSCC generally will not pay corporate-level U.S. federal income taxes on any net ordinary taxable income or capital gains that MSCC distributes to its stockholders. MSCC must generally distribute at least 90% of its “investment company taxable income” (which is generally its net ordinary taxable income and realized net short-term capital gains in excess of realized net long-term capital losses) and 90% of its tax-exempt income to maintain its RIC status (pass-through tax treatment for amounts distributed). As part of maintaining RIC status, undistributed taxable income (subject to a 4% non-deductible U.S. federal excise tax) pertaining to a given fiscal year may be distributed up to 12 months subsequent to the end of that fiscal year, provided such dividends are declared on or prior to the later of (i) the filing of the U.S. federal income tax return for the applicable fiscal year or (ii) the fifteenth day of the ninth month following the close of the year in which such taxable income was generated.

The Taxable Subsidiaries primarily hold certain portfolio investments for Main Street. The Taxable Subsidiaries permit Main Street to hold equity investments in portfolio companies which are “pass-through” entities for tax purposes and to continue to comply with the “source-of-income” requirements contained in the RIC tax provisions of the Code. The Taxable Subsidiaries are consolidated with Main Street for U.S. GAAP financial reporting purposes, and the portfolio investments held by the Taxable Subsidiaries are included in Main Street’s consolidated financial statements as portfolio investments and recorded at fair value. The Taxable Subsidiaries are not consolidated with MSCC for income tax purposes and may generate income tax expense, or benefit, and tax assets and liabilities, as a result of their ownership of certain portfolio investments. The taxable income, or loss, of the Taxable Subsidiaries may differ from their book income, or loss, due to temporary book and tax timing differences and permanent differences. The Taxable Subsidiaries are each taxed at their normal corporate tax rates based on their taxable income. The income tax expense, or benefit, if any, and the related tax assets and liabilities, of the Taxable Subsidiaries are reflected in Main Street’s consolidated financial statements.

The External Investment Manager is an indirect wholly owned subsidiary of MSCC owned through a Taxable Subsidiary and is a disregarded entity for tax purposes. The External Investment Manager has entered into a tax sharing agreement with its Taxable Subsidiary owner. Since the External Investment Manager is accounted for as a portfolio investment of MSCC and is not included as a consolidated subsidiary of MSCC in MSCC’s consolidated financial statements, and as a result of the tax sharing agreement with its Taxable Subsidiary owner, for its stand-alone financial reporting purposes the External Investment Manager is treated as if it is taxed at normal corporate tax rates based on its taxable income and, as a result of its activities, may generate income tax expense or benefit. The income tax expense, or benefit, if any, and the related tax assets and liabilities, of the External Investment Manager are reflected in the External Investment Manager’s separate financial statements.

The Taxable Subsidiaries and the External Investment Manager use the liability method in accounting for income taxes. Deferred tax assets and liabilities are recorded for temporary differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements, using statutory tax rates in effect for the year in which the temporary differences are expected to reverse. A valuation allowance is provided, if necessary,

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against deferred tax assets when it is more likely than not that some portion or all of the deferred tax asset will not be realized. Our stockholder’s equity includes an adjustment to classification as a result of permanent book-to-tax differences, which include differences in the book and tax treatment of income and expenses.

Taxable income generally differs from net income for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses. Taxable income generally excludes net unrealized appreciation or depreciation, as investment gains or losses are not included in taxable income until they are realized.

10. Net Realized Gains or Losses and Net Unrealized Appreciation or Depreciation

Realized gains or losses are measured by the difference between the net proceeds from the sale or redemption of an investment or a financial instrument and the cost basis of the investment or financial instrument, without regard to unrealized appreciation or depreciation previously recognized, and includes investments written-off during the period net of recoveries and realized gains or losses from in-kind redemptions. Net unrealized appreciation or depreciation reflects the net change in the fair value of the Investment Portfolio and financial instruments and the reclassification of any prior period unrealized appreciation or depreciation on exited investments and financial instruments to realized gains or losses.

11. Fair Value of Financial Instruments

Fair value estimates are made at discrete points in time based on relevant information. These estimates may be subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Main Street believes that the carrying amounts of its financial instruments, consisting of cash and cash equivalents, receivables, payables and other liabilities approximate the fair values of such items due to the short-term nature of these instruments.

To estimate the fair value of Main Street’s multiple tranches of unsecured debt instruments as disclosed in “Note E – Debt”, Main Street uses quoted market prices. For the estimated fair value of Main Street’s SBIC debentures, Main Street uses the Yield-to-Maturity valuation method based on projections of the discounted future free cash flows that the debt security will likely generate, including both the discounted cash flows of the associated interest and principal amounts for the debt security.

12. Earnings per Share

Basic and diluted per share calculations are computed utilizing the weighted-average number of shares of common stock outstanding for the period. In accordance with ASC 260, Earnings Per Share, the unvested shares of restricted stock awarded pursuant to Main Street’s equity compensation plans are participating securities and, therefore, are included in the basic earnings per share calculation. As a result, for all periods presented, there is no difference between diluted earnings per share and basic earnings per share amounts.

13. Recently Issued or Adopted Accounting Standards

In March 2020, the FASB issued ASU 2020-04, “Reference rate reform (Topic 848)—Facilitation of the effects of reference rate reform on financial reporting.” The amendments in this update provide optional expedients and exceptions for applying U.S. GAAP to certain contracts and hedging relationships that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform and became effective upon issuance for all entities. The Company has agreements that have LIBOR as a reference rate with certain portfolio companies and also with certain lenders. Many of these agreements include language for choosing an alternative successor rate if LIBOR reference is no longer considered to be appropriate. Contract modifications are required to be evaluated in determining whether the modifications result in the establishment of new contracts or the continuation of existing contracts. The Company adopted this amendment in March 2020 and plans to apply the amendments in this update to account for contract modifications due to changes in reference rates when LIBOR reference is no longer used. The Company utilized the optional expedients and exceptions provided by ASU 2020-04 during the three months ended March 31, 2022, the effect of which was not material to the consolidated financial statements and the notes thereto. The Company continues to evaluate the potential impact that the amendments in this update will have on its consolidated financial statements and disclosures.

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In December 2021, the SEC published Staff Accounting Bulletin No. 120 (“SAB 120”) to provide accounting and disclosure guidance for stock compensation awards made to executives and conforming amendments to the Staff Accounting Bulletin Series to align with the current authoritative accounting guidance in ASC 718, Compensation – Stock Compensation. In part, SAB 120 requires that an entity disclose how it determines the current price of underlying shares for grant-date fair value, the policy for when an adjustment to the share price is required, how it determines the amount of an adjustment to the share price and any significant assumptions used in determining an adjustment to the share price. SAB 120 is effective for all stock compensation awards issued after December 1, 2021. Main Street is in compliance with the guidance pursuant to SAB 120 for any share-based compensation disclosures. See “Note J – Share-Based Compensation” for further discussion of Main Street’s policies and procedures regarding share-based compensation. The impact of SAB 120 was not material to the consolidated financial statements and the notes thereto.

From time to time, new accounting pronouncements are issued by the FASB or other standards setting bodies that are adopted by Main Street as of the specified effective date. Main Street believes that the impact of recently issued standards and any that are not yet effective will not have a material impact on its consolidated financial statements upon adoption.

NOTE C—FAIR VALUE HIERARCHY FOR INVESTMENTS AND DEBENTURES—PORTFOLIO COMPOSITION

ASC 820 defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value, and enhances disclosure requirements for fair value measurements. Main Street accounts for its investments at fair value.

Fair Value Hierarchy

In accordance with ASC 820, Main Street has categorized its investments based on the priority of the inputs to the valuation technique into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical investments (Level 1) and the lowest priority to unobservable inputs (Level 3).

Investments recorded on Main Street’s balance sheet are categorized based on the inputs to the valuation techniques as follows:

Level 1—Investments whose values are based on unadjusted quoted prices for identical assets in an active market that Main Street has the ability to access (examples include investments in active exchange-traded equity securities and investments in most U.S. government and agency securities).

Level 2—Investments whose values are based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the investment. Level 2 inputs include the following:

●

Quoted prices for similar assets in active markets (for example, investments in restricted stock);

●

Quoted prices for identical or similar assets in non-active markets (for example, investments in thinly traded public companies);

●

Pricing models whose inputs are observable for substantially the full term of the investment (for example, market interest rate indices); and

●

Pricing models whose inputs are derived principally from, or corroborated by, observable market data through correlation or other means for substantially the full term of the investment.

Level 3—Investments whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement (for example, investments in illiquid securities issued by privately held companies). These inputs reflect management’s own assumptions about the assumptions a market participant would use in pricing the investment.

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As required by ASC 820, when the inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement in its entirety. For example, a Level 3 fair value measurement may include inputs that are observable (Levels 1 and 2) and unobservable (Level 3). Therefore, unrealized appreciation and depreciation related to such investments categorized within the Level 3 tables below may include changes in fair value that are attributable to both observable inputs (Levels 1 and 2) and unobservable inputs (Level 3).

As of March 31, 2022 and December 31, 2021, all of Main Street’s LMM portfolio investments consisted of illiquid securities issued by privately held companies and the fair value determination for these investments primarily consisted of unobservable inputs. As a result, all of Main Street’s LMM portfolio investments were categorized as Level 3 as of March 31, 2022 and December 31, 2021.

As of March 31, 2022 and December 31, 2021, Main Street’s Private Loan portfolio investments primarily consisted of investments in interest-bearing secured debt investments. The fair value determination for these investments consisted of a combination of observable inputs in non-active markets for which sufficient observable inputs were not available to determine the fair value of these investments and unobservable inputs. As a result, all of Main Street’s Private Loan portfolio investments were categorized as Level 3 as of March 31, 2022 and December 31, 2021.

As of March 31, 2022 and December 31, 2021, Main Street’s Middle Market portfolio investments consisted primarily of investments in secured and unsecured debt investments and independently rated debt investments. The fair value determination for these investments consisted of a combination of observable inputs in non-active markets for which sufficient observable inputs were not available to determine the fair value of these investments and unobservable inputs. As a result, all of Main Street’s Middle Market portfolio investments were categorized as Level 3 as of March 31, 2022 and December 31, 2021.

As of March 31, 2022 and December 31, 2021, Main Street’s Other Portfolio investments consisted of illiquid securities issued by privately held companies and the fair value determination for these investments primarily consisted of unobservable inputs. As a result, all of Main Street’s Other Portfolio investments were categorized as Level 3 as of March 31, 2022 and December 31, 2021.

As of March 31, 2022, Main Street held one short-term portfolio investment, which was a secured debt investment. The fair value determination for this investment consisted of available observable inputs in non-active markets sufficient to determine the fair value of the investment. As a result, Main Street’s short-term portfolio investment was categorized as Level 2 as of March 31, 2022. As of December 31, 2021, Main Street held one short-term portfolio investment, which was a secured debt investment. The fair value determination for this investment consisted of available observable inputs in non-active markets sufficient to determine the fair value of the investment. As a result, Main Street’s short-term portfolio investment was categorized as Level 2 as of December 31, 2021.

The fair value determination of each portfolio investment categorized as Level 3 required one or more of the following unobservable inputs:

●

Financial information obtained from each portfolio company, including unaudited statements of operations and balance sheets for the most recent period available as compared to budgeted numbers;

●

Current and projected financial condition of the portfolio company;

●

Current and projected ability of the portfolio company to service its debt obligations;

●

Type and amount of collateral, if any, underlying the investment;

●

Current financial ratios (e.g., fixed charge coverage ratio, interest coverage ratio and net debt/EBITDA ratio) applicable to the investment;

●

Current liquidity of the investment and related financial ratios (e.g., current ratio and quick ratio);

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●

Pending debt or capital restructuring of the portfolio company;

●

Projected operating results of the portfolio company;

●

Current information regarding any offers to purchase the investment;

●

Current ability of the portfolio company to raise any additional financing as needed;

●

Changes in the economic environment which may have a material impact on the operating results of the portfolio company;

●

Internal occurrences that may have an impact (both positive and negative) on the operating performance of the portfolio company;

●

Qualitative assessment of key management;

●

Contractual rights, obligations or restrictions associated with the investment; and

●

Other factors deemed relevant.

The use of significant unobservable inputs creates uncertainty in the measurement of fair value as of the reporting date. The significant unobservable inputs used in the fair value measurement of Main Street’s LMM equity securities, which are generally valued through an average of the discounted cash flow technique and the market comparable/enterprise value technique (unless one of these approaches is determined to not be appropriate), are (i) EBITDA multiples and (ii) the weighted-average cost of capital (“WACC”). Significant increases (decreases) in EBITDA multiple inputs in isolation would result in a significantly higher (lower) fair value measurement. On the contrary, significant increases (decreases) in WACC inputs in isolation would result in a significantly lower (higher) fair value measurement. The significant unobservable inputs used in the fair value measurement of Main Street’s LMM, Private Loan and Middle Market securities are (i) risk adjusted discount rates used in the Yield-to-Maturity valuation technique (see “Note B.1.—Valuation of the Investment Portfolio”) and (ii) the percentage of expected principal recovery. Significant increases (decreases) in any of these discount rates in isolation would result in a significantly lower (higher) fair value measurement. Significant increases (decreases) in any of these expected principal recovery percentages in isolation would result in a significantly higher (lower) fair value measurement. However, due to the nature of certain investments, fair value measurements may be based on other criteria, such as third-party appraisals of collateral and fair values as determined by independent third parties, which are not presented in the tables below.

The following tables provide a summary of the significant unobservable inputs used to fair value Main Street’s Level 3 portfolio investments as of March 31, 2022 and December 31, 2021:


	Fair Value as of
	March 31,
Type of	2022			Significant		Weighted
Investment	(in thousands)		Valuation Technique	Unobservable Inputs	Range(3)	Average(3)		Median(3)
Equity investments	$	1,080,542	Discounted cash flow	WACC	9.0% - 21.0%	14.0	%	15.0	%
			Market comparable / Enterprise value	EBITDA multiple (1)	4.8x - 8.3x(2)	6.7x		5.9x
Debt investments	$	2,253,438	Discounted cash flow	Risk adjusted discount factor	5.6% - 15.4%(2)	9.8	%	9.3	%
				Expected principal recovery percentage	0.0% - 200.0%	99.5	%	100.0	%
Debt investments	$	354,790	Market approach	Third‑party quote	5.5 - 100.5	93.6		98.0
Total Level 3 investments	$	3,688,770

(1)	EBITDA may include proforma adjustments and/or other addbacks based on specific circumstances related to each investment.

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(2)	Range excludes outliers that are greater than one standard deviation from the mean. Including these outliers, the range for EBITDA multiple is 2.2x - 15.7x and the range for risk adjusted discount factor is 4.7% - 38.5%.

(3)	Does not include investments for which the valuation technique does not include the use of the applicable fair value input.


	Fair Value as of
	December 31,
Type of	2021			Significant		Weighted
Investment	(in thousands)		Valuation Technique	Unobservable Inputs	Range(3)	Average(3)		Median(3)
Equity investments	$	1,050,269	Discounted cash flow	WACC	9.1% - 20.6%	13.8	%	14.8	%
			Market comparable / Enterprise value	EBITDA multiple (1)	4.8x - 7.7x(2)	6.6x		5.9x
Debt investments	$	2,158,424	Discounted cash flow	Risk adjusted discount factor	5.6% - 15.7%(2)	9.8	%	9.3	%
				Expected principal recovery percentage	0.0% - 100.0%	99.6	%	100.0	%
Debt investments	$	351,144	Market approach	Third‑party quote	3.0 - 100.5	94.4		99.0
Total Level 3 investments	$	3,559,837

(1)	EBITDA may include proforma adjustments and/or other addbacks based on specific circumstances related to each investment.

(2)	Range excludes outliers that are greater than one standard deviation from the mean. Including these outliers, the range for EBITDA multiple is 2.2x - 11.0x and the range for risk adjusted discount factor is 4.2% - 38.5%.

(3)	Does not include investments for which the valuation technique does not include the use of the applicable fair value input.

The following tables provide a summary of changes in fair value of Main Street’s Level 3 portfolio investments for the three-month periods ended March 31, 2022 and 2021 (amounts in thousands):


									Net
	Fair Value		Transfers						Changes		Net				Fair Value
	as of		Into						from		Unrealized				as of
Type of	December 31,		Level 3		Redemptions/		New		Unrealized		Appreciation				March 31,
Investment	2021		Hierarchy		Repayments		Investments		to Realized		(Depreciation)		Other(1)		2022
Debt	$	2,509,568	$	—	$	(183,699)	$	287,044	$	2,123	$	(6,807)	$	—	$	2,608,229
Equity		1,043,709		—		(17,569)		24,711		418		22,512		—		1,073,781
Equity Warrant		6,560		—		—		—		—		200		—		6,760
	$	3,559,837	$	—	$	(201,268)	$	311,755	$	2,541	$	15,905	$	—	$	3,688,770

(1)	Includes the impact of non-cash conversions. These transactions represent non-cash investing activities. See additional cash flow information at the consolidated statements of cash flows.


									Net
	Fair Value		Transfers						Changes		Net				Fair Value
	as of		Into						from		Unrealized				as of
Type of	December 31,		Level 3		Redemptions/		New		Unrealized		Appreciation				March 31,
Investment	2020		Hierarchy		Repayments		Investments		to Realized		(Depreciation)		Other(1)		2021
Debt	$	1,807,134	$	—	$	(125,448)	$	157,787	$	5,529	$	8,999	$	(2,610)	$	1,851,391
Equity		866,734		—		(24,913)		18,290		11,146		11,696		3,810		886,763
Equity Warrant		10,998		—		—		—		330		(914)		(1,200)		9,214
	$	2,684,866	$	—	$	(150,361)	$	176,077	$	17,005	$	19,781	$	—	$	2,747,368

(1)	Includes the impact of non-cash conversions. These transactions represent non-cash investing activities. See additional cash flow information at the consolidated statements of cash flows.

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At March 31, 2022 and December 31, 2021, Main Street’s investments at fair value were categorized as follows in the fair value hierarchy for ASC 820 purposes:


			Fair Value Measurements
			(in thousands)
			Quoted Prices in				Significant
			Active Markets for		Significant Other		Unobservable
			Identical Assets		Observable Inputs		Inputs
At March 31, 2022	Fair Value		(Level 1)		(Level 2)		(Level 3)
LMM portfolio investments	$	1,795,456	$	—	$	—	$	1,795,456
Private Loan portfolio investments		1,260,664		—		—		1,260,664
Middle Market portfolio investments		397,338		—		—		397,338
Other Portfolio investments		102,392		—		—		102,392
External Investment Manager		132,920		—		—		132,920
Short-term portfolio investments		1,968		—		1,968		—
Total investments	$	3,690,738	$	—	$	1,968	$	3,688,770


			Fair Value Measurements
			(in thousands)
			Quoted Prices in				Significant
			Active Markets for		Significant Other		Unobservable
			Identical Assets		Observable Inputs		Inputs
At December 31, 2021	Fair Value		(Level 1)		(Level 2)		(Level 3)
LMM portfolio investments	$	1,716,415	$	—	$	—	$	1,716,415
Private Loan portfolio investments		1,141,772		—		—		1,141,772
Middle Market portfolio investments		395,167		—		—		395,167
Other Portfolio investments		166,083		—		—		166,083
External Investment Manager		140,400		—		—		140,400
Short-term portfolio investments		1,994		—		1,994		—
Total investments	$	3,561,831	$	—	$	1,994	$	3,559,837

Investment Portfolio Composition

Main Street’s principal investment objective is to maximize its portfolio’s total return by generating current income from its debt investments and current income and capital appreciation from its equity and equity-related investments, including warrants, convertible securities and other rights to acquire equity securities in a portfolio company. Main Street seeks to achieve its investment objective through its LMM, Private Loan, and Middle Market investment strategies.

Main Street’s LMM investment strategy involves investments in secured debt, equity warrants and direct equity investments in privately held, LMM companies based in the United States. Main Street’s LMM portfolio companies generally have annual revenues between $10 million and $150 million, and its LMM investments generally range in size from $5 million to $75 million. The LMM debt investments are typically secured by a first priority lien on the assets of the portfolio company, can include either fixed or floating rate terms and generally have a term of between five and seven years from the original investment date. In most LMM portfolio investments, Main Street receives nominally priced equity warrants and/or makes direct equity investments in connection with a debt investment.

Main Street’s private loan (“Private Loan”) investment strategy involves investments in privately held companies that are generally consistent with the size of its LMM portfolio companies or Middle Market portfolio companies, and its Private Loan investments generally range in size from $10 million to $75 million. Main Street’s Private Loan investments generally consist of loans that have been originated directly by Main Street or through strategic relationships with other investment funds on a collaborative basis, and are often referred to in the debt markets as “club deals.” Main Street’s Private Loan portfolio debt investments are generally secured by a first priority lien on the assets of the portfolio company and typically have a term of between three and seven years from the original investment date. Main Street may have the option to invest alongside the sponsor in the equity securities of its Private Loan portfolio companies.

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Main Street’s Middle Market investment strategy involves investments in syndicated loans to or debt securities in Middle Market companies, which Main Street defines as companies with annual revenues between $150 million and $1.5 billion, and its Middle Market investments generally range in size from $3 million to $25 million. Main Street’s Middle Market portfolio debt investments are generally secured by a first priority lien on the assets of the portfolio company and typically have an expected duration of between three and seven years from the original investment date.

Main Street’s other portfolio (“Other Portfolio”) investments primarily consist of investments that are not consistent with the typical profiles for its LMM, Private Loan or Middle Market portfolio investments, including investments which may be managed by third parties. In the Other Portfolio, Main Street may incur indirect fees and expenses in connection with investments managed by third parties, such as investments in other investment companies or private funds. For Other Portfolio investments, Main Street generally receives distributions related to the assets held by the portfolio company. Those assets are typically expected to be liquidated over a five to ten-year period.

Based upon Main Street’s liquidity and capital structure management activities, Main Street’s Investment Portfolio may also include short-term portfolio investments that are atypical of Main Street’s LMM, Private Loan and Middle Market portfolio investments in that they are intended to be a short-term deployment of capital. Those assets are typically expected to be liquidated in one year or less. These short-term investments are not expected to be a significant portion of the overall Investment Portfolio.

Main Street’s external asset management business is conducted through its External Investment Manager. The External Investment Manager earns management fees based on the assets under management for external parties and may earn incentive fees, or a carried interest, based on the performance of the assets managed. Main Street entered into an agreement with the External Investment Manager to share employees in connection with its asset management business generally, and specifically for its relationship with MSC Income Fund, Inc. (“MSC Income”). Through this agreement, Main Street shares employees with the External Investment Manager, including their related infrastructure, business relationships, management expertise and capital raising capabilities. Main Street allocates the related expenses to the External Investment Manager pursuant to the sharing agreement. Main Street’s total expenses for the three months ended March 31, 2022 and 2021 are net of expenses allocated to the External Investment Manager of $2.8 million and $2.4 million, respectively.

Investment income, consisting of interest, dividends and fees, can fluctuate dramatically due to various factors, including the level of new investment activity, repayments of debt investments or sales of equity interests. Investment income in any given year could also be highly concentrated among several portfolio companies. For the three months ended March 31, 2022 and 2021, Main Street did not record investment income from any single portfolio company in excess of 10% of total investment income.

The following tables provide a summary of Main Street’s investments in the LMM, Private Loan and Middle Market portfolios as of March 31, 2022 and December 31, 2021 (this information excludes the Other Portfolio, short-term portfolio investments and the External Investment Manager, each of which is discussed further below):


	As of March 31, 2022
	LMM (a)			Private Loan			Middle Market

	(dollars in millions)
Number of portfolio companies		75			79			36
Fair value	$	1,795.5		$	1,260.7		$	397.3
Cost	$	1,513.8		$	1,273.6		$	443.8
Debt investments as a % of portfolio (at cost)		71.7	%		95.8	%		93.3	%
Equity investments as a % of portfolio (at cost)		28.3	%		4.2	%		6.7	%
% of debt investments at cost secured by first priority lien		99.0	%		99.4	%		98.7	%
Weighted-average annual effective yield (b)		11.1	%		8.2	%		7.6	%
Average EBITDA (c)	$	7.0		$	43.1		$	70.0

(a)	At March 31, 2022, Main Street had equity ownership in all of its LMM portfolio companies, and the average fully diluted equity ownership in those portfolio companies was approximately 40%.

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(b)

The weighted-average annual effective yields were computed using the effective interest rates for all debt investments at cost as of March 31, 2022, including amortization of deferred debt origination fees and accretion of original issue discount but excluding fees payable upon repayment of the debt instruments and any debt investments on non-accrual status. The weighted-average yield on Main Street’s debt portfolio as of March 31, 2022 including debt investments on non-accrual status was 10.6% for its LMM portfolio, 8.0% for its Private Loan portfolio and 7.1% for its Middle Market portfolio. The weighted-average annual effective yield is not reflective of what an investor in shares of Main Street’s common stock will realize on its investment because it does not reflect changes in the market value of Main Street’s stock, Main Street’s utilization of debt capital in its capital structure, Main Street’s expenses or any sales load paid by an investor.

(c)

The average EBITDA is calculated using a simple average for the LMM portfolio and a weighted-average for the Private Loan and Middle Market portfolios. These calculations exclude certain portfolio companies, including three LMM portfolio companies and three Private Loan portfolio companies, as EBITDA is not a meaningful valuation metric for Main Street’s investments in these portfolio companies, and those portfolio companies whose primary purpose is to own real estate.


	As of December 31, 2021
	LMM (a)			Private Loan			Middle Market

	(dollars in millions)
Number of portfolio companies		73			75			36
Fair value	$	1,716.4		$	1,141.8		$	395.2
Cost	$	1,455.7		$	1,157.5		$	440.9
Debt investments as a % of portfolio (at cost)		70.9	%		95.7	%		93.3	%
Equity investments as a % of portfolio (at cost)		29.1	%		4.3	%		6.7	%
% of debt investments at cost secured by first priority lien		99.0	%		98.7	%		98.7	%
Weighted-average annual effective yield (b)		11.2	%		8.2	%		7.5	%
Average EBITDA (c)	$	6.2		$	41.3		$	76.0

(a)	At December 31, 2021, Main Street had equity ownership in all of its LMM portfolio companies, and the average fully diluted equity ownership in those portfolio companies was approximately 40%.

(b)

The weighted-average annual effective yields were computed using the effective interest rates for all debt investments at cost as of December 31, 2021, including amortization of deferred debt origination fees and accretion of original issue discount but excluding fees payable upon repayment of the debt instruments and any debt investments on non-accrual status. The weighted-average yield on Main Street’s debt portfolio as of December 31, 2021 including debt investments on non-accrual status was 10.6% for its LMM portfolio, 8.0% for its Private Loan portfolio and 6.9% for its Middle Market portfolio. The weighted-average annual effective yield is not reflective of what an investor in shares of Main Street’s common stock will realize on its investment because it does not reflect changes in the market value of Main Street’s stock, Main Street’s utilization of debt capital in its capital structure, Main Street’s expenses or any sales load paid by an investor.

(c)

The average EBITDA is calculated using a simple average for the LMM portfolio and a weighted-average for the Private Loan and Middle Market portfolios. These calculations exclude certain portfolio companies, including three LMM portfolio companies, three Private Loan portfolio companies and one Middle Market portfolio company, as EBITDA is not a meaningful valuation metric for Main Street’s investments in these portfolio companies, and those portfolio companies whose primary purpose is to own real estate.

For the three months ended March 31, 2022 and 2021, Main Street achieved an annualized total return on investments of 11.8% and 12.8%, respectively. For the year ended December 31, 2021, Main Street achieved an annualized total return on investments of 16.6%. Total return on investments is calculated using the interest, dividend, and fee income, as well as the realized and unrealized change in fair value of the Investment Portfolio for the specified period. Main Street’s total return on investments is not reflective of what an investor in shares of Main Street’s common stock will realize on its investment because it does not reflect changes in the market value of Main Street’s stock, Main Street’s utilization of debt capital in its capital structure, Main Street’s expenses or any sales load paid by an investor.

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As of March 31, 2022, Main Street had Other Portfolio investments in 13 companies, collectively totaling approximately $102.4 million in fair value and approximately $109.9 million in cost basis and which comprised approximately 2.8% and 3.3% of Main Street’s Investment Portfolio at fair value and cost, respectively. As of December 31, 2021, Main Street had Other Portfolio investments in 13 companies, collectively totaling approximately $166.1 million in fair value and approximately $173.7 million in cost basis and which comprised approximately 4.7% and 5.3% of Main Street’s Investment Portfolio at fair value and cost, respectively.

As of March 31, 2022, Main Street had one short-term portfolio investment, which was a secured debt investment that had approximately $2.0 million in both fair value and cost basis and which comprised approximately 0.1% of Main Street’s Investment Portfolio at both fair value and cost. As of December 31, 2021, Main Street had one short-term portfolio investment, which was a secured debt investment that had approximately $2.0 million in both fair value and cost basis and which comprised approximately 0.1% of Main Street’s Investment Portfolio at both fair value and cost.

As discussed further in Note A.1., Main Street holds an investment in the External Investment Manager, a wholly owned subsidiary that is treated as a portfolio investment. As of March 31, 2022, this investment had a fair value of approximately $132.9 million and a cost basis of $29.5 million, which comprised approximately 3.6% and 0.9% of Main Street’s Investment Portfolio at fair value and cost, respectively. As of December 31, 2021, this investment had a fair value of approximately $140.4 million and a cost basis of $29.5 million, which comprised approximately 3.9% and 0.9% of Main Street’s Investment Portfolio at fair value and cost, respectively.

The following tables summarize the composition of Main Street’s total combined LMM portfolio investments, Private Loan portfolio investments and Middle Market portfolio investments at cost and fair value by type of investment as a percentage of the total combined LMM portfolio investments, Private Loan portfolio investments and Middle Market portfolio investments, as of March 31, 2022 and December 31, 2021 (this information excludes the Other Portfolio, short-term portfolio investments and the External Investment Manager, each of which is discussed above).


Cost:	March 31, 2022		December 31, 2021
First lien debt	83.5	%	82.5	%
Equity	15.6	%	16.2	%
Second lien debt	0.3	%	0.6	%
Equity warrants	0.2	%	0.3	%
Other	0.4	%	0.4	%
	100.0	%	100.0	%


Fair Value:	March 31, 2022		December 31, 2021
First lien debt	74.8	%	74.3	%
Equity	24.3	%	24.6	%
Second lien debt	0.3	%	0.5	%
Equity warrants	0.2	%	0.2	%
Other	0.4	%	0.4	%
	100.0	%	100.0	%

The following tables summarize the composition of Main Street’s total combined LMM portfolio investments, Private Loan portfolio investments and Middle Market portfolio investments by geographic region of the United States and other countries at cost and fair value as a percentage of the total combined LMM portfolio investments, Private Loan portfolio investments and Middle Market portfolio investments, as of March 31, 2022 and December 31, 2021 (this

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information excludes the Other Portfolio, short-term portfolio investments and the External Investment Manager). The geographic composition is determined by the location of the corporate headquarters of the portfolio company.


Cost:	March 31, 2022		December 31, 2021
West	28.1	%	28.3	%
Northeast	21.6	%	22.6	%
Southwest	21.2	%	21.6	%
Midwest	15.2	%	15.1	%
Southeast	13.1	%	11.6	%
Canada	0.8	%	0.8	%
	100.0	%	100.0	%


Fair Value:	March 31, 2022		December 31, 2021
West	28.6	%	28.5	%
Southwest	22.5	%	23.0	%
Northeast	21.2	%	21.9	%
Midwest	15.6	%	15.8	%
Southeast	11.4	%	10.0	%
Canada	0.7	%	0.8	%
	100.0	%	100.0	%

Main Street’s LMM portfolio investments, Private Loan portfolio investments and Middle Market portfolio investments are in companies conducting business in a variety of industries. The following tables summarize the composition of Main Street’s total combined LMM portfolio investments, Private Loan portfolio investments and

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Middle Market portfolio investments by industry at cost and fair value as of March 31, 2022 and December 31, 2021 (this information excludes the Other Portfolio, short-term portfolio investments and the External Investment Manager).


Cost:	March 31, 2022		December 31, 2021
Machinery	7.8	%	7.3	%
Construction & Engineering	7.3	%	7.8	%
Internet Software & Services	6.6	%	7.2	%
Commercial Services & Supplies	5.2	%	5.9	%
Diversified Consumer Services	5.1	%	3.4	%
Distributors	4.6	%	4.7	%
Professional Services	4.3	%	4.6	%
Leisure Equipment & Products	4.0	%	4.1	%
Health Care Providers & Services	3.9	%	3.9	%
Energy Equipment & Services	3.6	%	4.0	%
Specialty Retail	3.4	%	3.5	%
IT Services	3.4	%	3.5	%
Diversified Telecommunication Services	2.5	%	2.6	%
Media	2.5	%	1.8	%
Communications Equipment	2.2	%	2.3	%
Containers & Packaging	2.2	%	2.3	%
Building Products	2.2	%	2.3	%
Aerospace & Defense	2.2	%	1.9	%
Textiles, Apparel & Luxury Goods	2.1	%	2.2	%
Diversified Financial Services	2.0	%	2.1	%
Tobacco	1.9	%	2.1	%
Food Products	1.9	%	2.0	%
Software	1.7	%	1.8	%
Oil, Gas & Consumable Fuels	1.6	%	1.8	%
Food & Staples Retailing	1.6	%	0.8	%
Internet & Catalog Retail	1.5	%	1.6	%
Health Care Equipment & Supplies	1.4	%	0.3	%
Chemicals	1.3	%	1.7	%
Hotels, Restaurants & Leisure	1.3	%	1.4	%
Electronic Equipment, Instruments & Components	1.3	%	1.4	%
Life Sciences Tools & Services	1.3	%	1.4	%
Computers & Peripherals	1.2	%	1.3	%
Electrical Equipment	1.0	%	0.7	%
Household Durables	0.9	%	1.0	%
Other (1)	3.0	%	3.3	%
	100.0	%	100.0	%

(1)	Includes various industries with each industry individually less than 1.0% of the total combined LMM portfolio investments, Private Loan portfolio investments and Middle Market portfolio investments at each date.

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Fair Value:	March 31, 2022		December 31, 2021
Machinery	8.9	%	8.5	%
Construction & Engineering	7.2	%	7.7	%
Diversified Consumer Services	7.2	%	5.9	%
Internet Software & Services	5.9	%	6.4	%
Commercial Services & Supplies	4.9	%	5.5	%
Distributors	4.6	%	4.7	%
Specialty Retail	4.0	%	4.1	%
Leisure Equipment & Products	3.9	%	4.0	%
Professional Services	3.9	%	3.9	%
Health Care Providers & Services	3.6	%	3.6	%
IT Services	3.2	%	3.3	%
Media	3.0	%	2.2	%
Energy Equipment & Services	2.4	%	2.8	%
Containers & Packaging	2.4	%	2.5	%
Diversified Telecommunication Services	2.3	%	2.5	%
Diversified Financial Services	2.2	%	2.3	%
Tobacco	2.2	%	2.2	%
Building Products	2.1	%	2.2	%
Textiles, Apparel & Luxury Goods	2.0	%	2.1	%
Software	2.0	%	2.0	%
Aerospace & Defense	2.0	%	1.7	%
Computers & Peripherals	1.9	%	2.2	%
Food Products	1.9	%	1.9	%
Internet & Catalog Retail	1.5	%	1.5	%
Food & Staples Retailing	1.5	%	0.8	%
Communications Equipment	1.4	%	1.5	%
Oil, Gas & Consumable Fuels	1.3	%	1.4	%
Chemicals	1.2	%	1.6	%
Life Sciences Tools & Services	1.2	%	1.3	%
Health Care Equipment & Supplies	1.2	%	0.1	%
Construction Materials	1.1	%	1.1	%
Electrical Equipment	1.0	%	0.8	%
Hotels, Restaurants & Leisure	0.9	%	1.0	%
Other (1)	4.0	%	4.7	%
	100.0	%	100.0	%

(1)	Includes various industries with each industry individually less than 1.0% of the total combined LMM portfolio investments, Private Loan portfolio investments and Middle Market portfolio investments at each date.

At March 31, 2022 and December 31, 2021, Main Street had no portfolio investment that was greater than 10% of the Investment Portfolio at fair value.

Unconsolidated Significant Subsidiaries

In accordance with Rules 3-09 and 4-08(g) of Regulation S-X, Main Street must determine which of its unconsolidated controlled portfolio companies, if any, are considered “significant subsidiaries.” In evaluating its unconsolidated controlled portfolio companies in accordance with Regulation S-X, there are two tests that Main Street must utilize to determine if any of Main Street’s Control Investments (as defined in Note A, including those unconsolidated portfolio companies defined as Control Investments in which Main Street does not own greater than 50% of the voting securities or maintain greater than 50% of the board representation) are considered significant subsidiaries: the investment test and the income test. The investment test is generally measured by dividing Main Street’s investment in the Control Investment by the value of Main Street’s total investments. The income test is generally measured by dividing the absolute value of the combined sum of total investment income, net realized gain (loss) and net unrealized appreciation (depreciation) from the relevant Control Investment for the period being tested by the absolute value of Main Street’s change in net assets resulting from operations for the same period. Rules 3-09 and 4-08(g) of

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Regulation S-X require Main Street to include (1) separate audited financial statements of an unconsolidated majority-owned subsidiary (Control Investments in which Main Street owns greater than 50% of the voting securities) in an annual report and (2) summarized financial information of a Control Investment in a quarterly report, respectively, if certain thresholds of the investment or income tests are exceeded and the unconsolidated portfolio company qualifies as a significant subsidiary.

As of March 31, 2022 and December 31, 2021, Main Street had no single investment that qualified as a significant subsidiary under either the investment or income tests.

NOTE D—EXTERNAL INVESTMENT MANAGER

As discussed further in Note A.1 and Note C, the External Investment Manager provides investment management and other services to External Parties. The External Investment Manager is accounted for as a portfolio investment of MSCC since the External Investment Manager conducts all of its investment management activities for External Parties.

The External Investment Manager serves as the investment adviser and administrator to MSC Income pursuant to an Investment Advisory and Administrative Services Agreement entered into in October 2020 between the External Investment Manager and MSC Income (the “Advisory Agreement”). Under the Advisory Agreement, the External Investment Manager earns a 1.75% annual base management fee on MSC Income’s average total assets, an incentive fee equal to 20% of pre-investment fee net investment income above a specified investment return hurdle rate and a 20% incentive fee on cumulative net realized capital gains in exchange for providing advisory services to MSC Income.

The External Investment Manager provides administrative services for certain External Party clients that, to the extent not waived, are reported as administrative services fees. The administrative services fees generally represent expense reimbursements for a portion of the compensation, overhead and related expenses for certain professionals directly attributable to performing administrative services for a client. These fees are recognized as other revenue in the period in which the related services are rendered.

As described more fully in “Note L – Related Party Transactions”, the External Investment Manager also serves as the investment adviser and administrator to MS Private Loan Fund I, LP, a private investment fund with a strategy to co-invest with Main Street in Private Loan portfolio investments (the “Private Loan Fund”). The External Investment Manager entered into an Investment Management Agreement in December 2020 with the Private Loan Fund, pursuant to which the External Investment Manager provides investment advisory and management services to the Private Loan Fund in exchange for an asset-based fee and certain incentive fees. The External Investment Manager may also advise other clients, including funds and separately managed accounts, pursuant to advisory and services agreements with such clients in exchange for asset-based and incentive fees.

During the three months ended March 31, 2022 and 2021, the External Investment Manager earned $5.4 million and $3.9 million, respectively, in base management fee income. During the three months ended March 31, 2022, the External Investment Manager earned $0.1 million in incentive fee income. No incentive fee income was earned in the three months ended March 31, 2021. During the three months ended March 31, 2022, the External Investment Manager earned $0.2 million in administrative services fee income. No administrative services fee income was earned in the three months ended March 31, 2021.

Main Street determines the fair value of the External Investment Manager using the Waterfall valuation method under the market approach (see further discussion in Note B.1.). Any change in fair value of the investment in the External Investment Manager is recognized on Main Street’s consolidated statements of operations in “Net Unrealized Appreciation (Depreciation)—Control investments.”

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purposes the External Investment Manager is treated as if it is taxed at normal corporate tax rates based on its taxable income and, as a result of its activities, may generate income tax expense or benefit. Main Street owns the External Investment Manager through the Taxable Subsidiary to allow MSCC to continue to comply with the “source-of-income” requirements contained in the RIC tax provisions of the Code. The taxable income, or loss, of the External Investment Manager may differ from its book income, or loss, due to temporary book and tax timing differences and permanent differences. As a result of the above described financial reporting and tax treatment, the External Investment Manager provides for any income tax expense, or benefit, and any tax assets or liabilities in its separate financial statements.

Main Street shares employees with the External Investment Manager and allocates costs related to such shared employees to the External Investment Manager generally based on a combination of the direct time spent, new investment origination activity and assets under management, depending on the nature of the expense. For the three months ended March 31, 2022 and 2021, Main Street allocated $2.8 million and $2.4 million of total expenses, respectively, to the External Investment Manager. The total contribution of the External Investment Manager to Main Street’s net investment income consists of the combination of the expenses allocated to the External Investment Manager and the dividend income earned from the External Investment Manager. For the three months ended March 31, 2022 and 2021, the total contribution to Main Street’s net investment income was $5.1 million and $3.6 million, respectively.

Summarized financial information from the separate financial statements of the External Investment Manager as of March 31, 2022 and December 31, 2021 and for the three months ended March 31, 2022 and 2021 is as follows:


	As of		As of
	March 31,		December 31,
	2022		2021

	(dollars in thousands)
Cash	$	—	$	—
Accounts receivable—advisory clients		5,735		5,595
Intangible Asset		29,500		29,500
Total assets	$	35,235	$	35,095

Accounts payable to MSCC and its subsidiaries	$	3,462	$	3,288
Dividend payable to MSCC and its subsidiaries		2,273		2,307
Equity		29,500		29,500
Total liabilities and equity	$	35,235	$	35,095


	Three Months Ended
	March 31,
	2022		2021

	(dollars in thousands)
Management fees	$	5,444	$	3,903
Incentive fees		137		—
Administrative services fees		151		—
Total revenues		5,732		3,903
Expenses allocated from MSCC or its subsidiaries:
Salaries, share‑based compensation and other personnel costs, net		(2,260)		(2,043)
Other G&A expenses		(557)		(337)
Total allocated expenses		(2,817)		(2,380)
Pre‑tax income		2,915		1,523
Tax expense		(642)		(344)
Net income	$	2,273	$	1,179

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NOTE E—DEBT

Summary of debt as of March 31, 2022 is as follows:


	Outstanding Balance		Unamortized Debt Issuance (Costs)/Premiums		Recorded Value		Estimated Fair Value (1)

	(in thousands)
Credit Facility	$	338,000	$	—	$	338,000	$	338,000
3.00% Notes due 2026		500,000		(2,259)		497,741		465,150
5.20% Notes due 2024		450,000		1,136		451,136		459,644
SBIC Debentures		350,000		(6,973)		343,027		316,770
4.50% Notes due 2022		185,000		(405)		184,595		187,736
Total Debt	$	1,823,000	$	(8,501)	$	1,814,499	$	1,767,300

(1)	Estimated fair value for outstanding debt if Main Street had adopted the fair value option under ASC 825. See discussion of the methods used to estimate the fair value of Main Street’s debt in “Note B.11. – Fair Value of Financial Instruments.”

Summary of debt as of December 31, 2021 is as follows:


	Outstanding Balance		Unamortized Debt Issuance (Costs)/Premiums		Recorded Value		Estimated Fair Value (1)

		(in thousands)
Credit Facility	$	320,000	$	—	$	320,000	$	320,000
3.00% Notes due 2026		500,000		(2,391)		497,609		502,285
5.20% Notes due 2024		450,000		1,272		451,272		480,767
SBIC Debentures		350,000		(7,269)		342,731		328,206
4.50% Notes due 2022		185,000		(556)		184,444		190,043
Total Debt	$	1,805,000	$	(8,944)	$	1,796,056	$	1,821,301

(1)	Estimated fair value for outstanding debt if Main Street had adopted the fair value option under ASC 825. See discussion of the methods used to estimate the fair value of Main Street’s debt in “Note B.11. – Fair Value of Financial Instruments.”

Summarized interest expense for the three months ended March 31, 2022 and 2021 is as follows (in thousands):


	Three Months Ended March 31,
	2022		2021
Credit Facility	$	2,059	$	967
3.00% Notes due 2026		3,882		2,149
5.20% Notes due 2024		5,714		5,714
SBIC Debentures		2,799		2,741
4.50% Notes due 2022		2,233		2,233
Total Interest Expense	$	16,687	$	13,804

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SBIC Debentures

Under existing SBIC regulations, SBA-approved SBICs under common control have the ability to issue debentures guaranteed by the SBA up to a regulatory maximum amount of $350.0 million. Main Street’s SBIC debentures payable, under existing SBA-approved commitments, were $350.0 million at both March 31, 2022 and December 31, 2021. SBIC debentures provide for interest to be paid semiannually, with principal due at the applicable 10-year maturity date of each debenture. Main Street expects to maintain SBIC debentures under the SBIC program in the future, subject to periodic repayments and borrowings, in an amount up to the regulatory maximum amount for affiliated SBIC funds. The weighted-average annual interest rate on the SBIC debentures was 2.9% as of both March 31, 2022 and December 31, 2021. The first principal maturity due under the existing SBIC debentures is in 2023, and the weighted-average remaining duration as of March 31, 2022 was approximately 5.9 years. In accordance with SBIC regulations, the Funds are precluded from incurring additional non-SBIC debt without the prior approval of the SBA.

As of March 31, 2022, the SBIC debentures consisted of (i) $175.0 million par value of SBIC debentures outstanding issued by MSMF, with a recorded value of $171.6 million that was net of unamortized debt issuance costs of $3.4 million and (ii) $175.0 million par value of SBIC debentures issued by MSC III with a recorded value of $171.5 million that was net of unamortized debt issuance costs of $3.5 million.

Credit Facility

Main Street maintains the Credit Facility to provide additional liquidity to support its investment and operational activities. As of March 31, 2022, the Credit Facility included total commitments of $855.0 million from a diversified group of 18 lenders, held a maturity date in April 2026 and contained an accordion feature which allowed Main Street to increase the total commitments under the facility to up to $1.2 billion from new and existing lenders on the same terms and conditions as the existing commitments.

As of March 31, 2022, borrowings under the Credit Facility bore interest, subject to Main Street’s election and resetting on a monthly basis on the first of each month, on a per annum basis at a rate equal to the applicable LIBOR rate (0.2% as of the most recent reset date for the period ended March 31, 2022) plus (i) 1.875% (or the applicable base rate (Prime Rate of 3.50% as of March 31, 2022) plus 0.875%) as long as Main Street meets certain agreed upon excess collateral and maximum leverage requirements or (ii) 2.0% (or the applicable base rate plus 1.0%) otherwise. Main Street pays unused commitment fees of 0.25% per annum on the unused lender commitments under the Credit Facility. The Credit Facility is secured by a first lien on the assets of MSCC and its subsidiaries, excluding the equity ownership or assets of the Funds and the External Investment Manager. As of March 31, 2022, the Credit Facility contained certain affirmative and negative covenants, including but not limited to: (i) maintaining minimum liquidity, (ii) maintaining an interest coverage ratio of at least 2.0 to 1.0, (iii) maintaining a 1940 Act asset coverage ratio of at least 1.5 to 1.0, (iv) maintaining a minimum tangible net worth and (v) maintaining a minimum asset coverage ratio of 200% with respect to the consolidated assets (with certain limitations on the contribution of equity in financing subsidiaries as specified therein) of MSCC and the guarantors under the Credit Facility to the secured debt of MSCC and the guarantors.

As of March 31, 2022, the interest rate on the Credit Facility was 2.1% (based on the LIBOR rate of 0.2% as of the most recent reset date plus 1.875%). The average interest rate for borrowings under the Credit Facility was 2.0% for each of the three months ended March 31, 2022 and 2021. As of March 31, 2022, Main Street was in compliance with all financial covenants of the Credit Facility.

4.50% Notes due 2022

In November 2017, Main Street issued $185.0 million in aggregate principal amount of 4.50% unsecured notes due December 1, 2022 (the “4.50% Notes”) at an issue price of 99.16%. The 4.50% Notes are unsecured obligations and rank pari passu with Main Street’s current and future unsecured indebtedness; senior to any of its future indebtedness that expressly provides it is subordinated to the 4.50% Notes; effectively subordinated to all of its existing and future secured indebtedness, to the extent of the value of the assets securing such indebtedness, including borrowings under its Credit Facility; and structurally subordinated to all existing and future indebtedness and other obligations of any of its subsidiaries, including without limitation, the indebtedness of the Funds. The 4.50% Notes may be redeemed in whole or

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in part at any time at Main Street’s option subject to certain make-whole provisions. The 4.50% Notes bear interest at a rate of 4.50% per year payable semiannually on June 1 and December 1 of each year. The total net proceeds from the 4.50% Notes, resulting from the issue price and after underwriting discounts and estimated offering expenses payable, were approximately $182.2 million. Main Street may from time to time repurchase the 4.50% Notes in accordance with the 1940 Act and the rules promulgated thereunder.

The indenture governing the 4.50% Notes (the “4.50% Notes Indenture”) contains certain covenants, including covenants requiring Main Street’s compliance with (regardless of whether Main Street is subject to) the asset coverage requirements set forth in Section 18(a)(1)(A) as modified by Section 61(a)(1) of the 1940 Act, as well as covenants requiring Main Street to provide financial information to the holders of the 4.50% Notes and the trustee if Main Street ceases to be subject to the reporting requirements of the Exchange Act. These covenants are subject to limitations and exceptions that are described in the 4.50% Notes Indenture. As of March 31, 2022, Main Street was in compliance with these covenants.

5.20% Notes due 2024

In April 2019, Main Street issued $250.0 million in aggregate principal amount of 5.20% unsecured notes due May 1, 2024 (the “5.20% Notes”) at an issue price of 99.125%. Subsequently, in December 2019, Main Street issued an additional $75.0 million aggregate principal amount of the 5.20% Notes at an issue price of 105.0% and, in July 2020, Main Street issued an additional $125.0 million aggregate principal amount at an issue price of 102.674%. The 5.20% Notes issued in December 2019 and July 2020 have identical terms as, and are a part of a single series with, the 5.20% Notes issued in April 2019. The 5.20% Notes are unsecured obligations and rank pari passu with Main Street’s current and future unsecured indebtedness; senior to any of its future indebtedness that expressly provides it is subordinated to the 5.20% Notes; effectively subordinated to all of its existing and future secured indebtedness, to the extent of the value of the assets securing such indebtedness, including borrowings under its Credit Facility; and structurally subordinated to all existing and future indebtedness and other obligations of any of its subsidiaries, including without limitation, the indebtedness of the Funds. The 5.20% Notes may be redeemed in whole or in part at any time at Main Street’s option subject to certain make-whole provisions. The 5.20% Notes bear interest at a rate of 5.20% per year payable semiannually on May 1 and November 1 of each year. The total net proceeds from the 5.20% Notes, resulting from the issue price and after net issue price premiums and estimated offering expenses payable, were approximately $451.4 million. Main Street may from time to time repurchase the 5.20% Notes in accordance with the 1940 Act and the rules promulgated thereunder.

The indenture governing the 5.20% Notes (the “5.20% Notes Indenture”) contains certain covenants, including covenants requiring Main Street’s compliance with (regardless of whether Main Street is subject to) the asset coverage requirements set forth in Section 18(a)(1)(A) as modified by Section 61(a)(1) of the 1940 Act, as well as covenants requiring Main Street to provide financial information to the holders of the 5.20% Notes and the trustee if Main Street ceases to be subject to the reporting requirements of the Exchange Act. These covenants are subject to limitations and exceptions that are described in the 5.20% Notes Indenture. As of March 31, 2022, Main Street was in compliance with these covenants.

3.00% Notes due 2026

In January 2021, Main Street issued $300.0 million in aggregate principal amount of 3.00% unsecured notes due July 14, 2026 (the “3.00% Notes”) at an issue price of 99.004%. Subsequently, in October 2021, Main Street issued an additional $200.0 million aggregate principal amount of the 3.00% Notes at an issue price of 101.741%. The 3.00% Notes issued in October 2021 have identical terms as, and are a part of a single series with, the 3.00% Notes issued in January 2021. The 3.00% Notes are unsecured obligations and rank pari passu with Main Street’s current and future unsecured indebtedness; senior to any of its future indebtedness that expressly provides it is subordinated to the 3.00% Notes; effectively subordinated to all of its existing and future secured indebtedness, to the extent of the value of the assets securing such indebtedness, including borrowings under its Credit Facility; and structurally subordinated to all existing and future indebtedness and other obligations of any of its subsidiaries, including without limitation, the indebtedness of the Funds. The 3.00% Notes may be redeemed in whole or in part at any time at Main Street’s option subject to certain make-whole provisions. The 3.00% Notes bear interest at a rate of 3.00% per year payable semiannually on January 14 and July 14 of each year. The total net proceeds from the 3.00% Notes, resulting from the issue price and after net issue price premiums and estimated offering expenses payable, were approximately $498.3

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million. Main Street may from time to time repurchase the 3.00% Notes in accordance with the 1940 Act and the rules promulgated thereunder.

The indenture governing the 3.00% Notes (the “3.00% Notes Indenture”) contains certain covenants, including covenants requiring Main Street’s compliance with (regardless of whether Main Street is subject to) the asset coverage requirements set forth in Section 18(a)(1)(A) as modified by Section 61(a)(1) of the 1940 Act, as well as covenants requiring Main Street to provide financial information to the holders of the 3.00% Notes and the trustee if Main Street ceases to be subject to the reporting requirements of the Exchange Act. These covenants are subject to limitations and exceptions that are described in the 3.00% Notes Indenture. As of March 31, 2022, Main Street was in compliance with these covenants.

NOTE F—FINANCIAL HIGHLIGHTS


	Three Months Ended March 31,
Per Share Data:	2022		2021
NAV at the beginning of the period	$	25.29	$	22.35
Net investment income(1)		0.73		0.58
Net realized gain (loss)(1)(2)		0.05		(0.23)
Net unrealized appreciation (depreciation)(1)(2)		0.20		0.50
Income tax benefit (provision)(1)(2)		(0.07)		(0.01)
Net increase (decrease) in net assets resulting from operations(1)		0.91		0.84
Dividends paid from net investment income		(0.72)		(0.62)
Distributions from capital gains		—		—
Dividends paid		(0.72)		(0.62)
Impact of the net change in monthly dividends declared prior to the end of the period and paid in the subsequent period		(0.01)		—
Accretive effect of stock offerings (issuing shares above NAV per share)		0.35		0.01
Accretive effect of DRIP issuance (issuing shares above NAV per share)		0.03		0.02
Other(3)		0.04		0.05
NAV at the end of the period	$	25.89	$	22.65
Market value at the end of the period	$	42.64	$	39.15
Shares outstanding at the end of the period		72,370,407		68,000,898

(1)	Based on weighted-average number of common shares outstanding for the period.

(2)	Net realized gains or losses, net unrealized appreciation or depreciation, and income taxes can fluctuate significantly from period to period.

(3)	Includes the impact of the different share amounts as a result of calculating certain per share data based on the weighted-average basic shares outstanding during the period and certain per share data based on the shares outstanding as of a period end or transaction date.


	Three Months Ended March 31,
	2022			2021

	(dollars in thousands)
NAV at end of period	$	1,873,654		$	1,540,164
Average NAV	$	1,831,250		$	1,527,466
Average outstanding debt	$	1,784,750		$	1,263,950
Ratio of total expenses, including income tax expense, to average NAV (1)(2)		1.76	%		1.55	%
Ratio of operating expenses to average NAV (2)(3)		1.48	%		1.51	%
Ratio of operating expenses, excluding interest expense, to average NAV (2)(3)		0.57	%		0.61	%
Ratio of net investment income to average NAV (2)		2.85	%		2.60	%
Portfolio turnover ratio (2)		6.49	%		4.92	%
Total investment return (2)(4)		(3.32)	%		23.52	%
Total return based on change in NAV (2)(5)		3.64	%		3.79	%

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(1)

Total expenses are the sum of operating expenses and net income tax provision/benefit. Net income tax provision/benefit includes the accrual of net deferred tax provision/benefit relating to the net unrealized appreciation/depreciation on portfolio investments held in Taxable Subsidiaries and due to the change in the loss carryforwards, which are non-cash in nature and may vary significantly from period to period. Main Street is required to include net deferred tax provision/benefit in calculating its total expenses even though these net deferred taxes are not currently payable/receivable.

(2)	Not annualized.

(3)

Unless otherwise noted, operating expenses include interest, compensation, general and administrative and share-based compensation expenses, net of expenses allocated to the External Investment Manager of $2.8 million and $2.4 million for the three months ended March 31, 2022 and 2021, respectively.

(4)

Total investment return is based on the purchase of stock at the current market price on the first day and a sale at the current market price on the last day of each period reported on the table and assumes reinvestment of dividends at prices obtained by Main Street’s dividend reinvestment plan during the period. The return does not reflect any sales load that may be paid by an investor.

(5)

Total return is based on change in net asset value was calculated using the sum of ending net asset value plus dividends to stockholders and other non-operating changes during the period, as divided by the beginning net asset value. Non-operating changes include any items that affect net asset value other than the net increase in net assets resulting from operations, such as the effects of stock offerings, shares issued under the DRIP and equity incentive plans and other miscellaneous items.

NOTE G—DIVIDENDS, DISTRIBUTIONS AND TAXABLE INCOME

Main Street currently pays regular monthly dividends to its stockholders and supplemental dividends to its stockholders from time to time. Future dividends, if any, will be determined by Main Street’s Board of Directors on a quarterly basis. Main Street paid regular monthly dividends of $0.215 per share, totaling $46.0 million or $0.645 per share, for the three months ended March 31, 2022, compared to aggregate regular monthly dividends of $41.8 million, or $0.615 per share, for the three months ended March 31, 2021. During the three months ended March 31, 2022, Main Street also paid a supplemental dividend of $5.4 million, or $0.075 per share. Main Street did not pay a supplemental dividend during the three months ended March 31, 2021.

MSCC has elected to be treated for U.S. federal income tax purposes as a RIC. MSCC’s taxable income includes the taxable income generated by MSCC and certain of its subsidiaries, including the Funds, which are treated as disregarded entities for tax purposes. As a RIC, MSCC generally will not pay corporate-level U.S. federal income taxes on any net ordinary taxable income or capital gains that MSCC distributes to its stockholders. MSCC must generally distribute at least 90% of its “investment company taxable income” (which is generally its net ordinary taxable income and realized net short-term capital gains in excess of realized net long-term capital losses) and 90% of its tax-exempt income to maintain its RIC status (pass-through tax treatment for amounts distributed). As part of maintaining RIC status, undistributed taxable income (subject to a 4% non-deductible U.S. federal excise tax) pertaining to a given fiscal year may be distributed up to 12 months subsequent to the end of that fiscal year, provided such dividends are declared on or prior to the later of (i) filing of the U.S. federal income tax return for the applicable fiscal year or (ii) the fifteenth day of the ninth month following the close of the year in which such taxable income was generated.

The determination of the tax attributes for Main Street’s distributions is made annually, based upon its taxable income for the full year and distributions paid for the full year. Therefore, a determination made on an interim basis may not be representative of the actual tax attributes of distributions for a full year. Ordinary dividend distributions from a RIC do not qualify for the 20% maximum tax rate (plus a 3.8% Medicare surtax, if applicable) on dividend income from domestic corporations and qualified foreign corporations, except to the extent that the RIC received the income in the form of qualifying dividends from domestic corporations and qualified foreign corporations. The tax attributes for distributions will generally include both ordinary income and qualified dividends, but may also include either one or both of capital gains and return of capital.

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Listed below is a reconciliation of “Net increase (decrease) in net assets resulting from operations” to taxable income and to total distributions declared to common stockholders for the three months ended March 31, 2022 and 2021.


	Three Months Ended March 31,
	2022		2021

	(estimated, dollars in thousands)
Net increase (decrease) in net assets resulting from operations	$	65,203	$	57,346
Book-tax difference from share-based compensation expense		2,818		2,333
Net unrealized (appreciation) depreciation		(14,752)		(34,001)
Income tax provision (benefit)		5,097		682
Pre-tax book (income) loss not consolidated for tax purposes		(2,933)		5,353
Book income and tax income differences, including debt origination, structuring fees, dividends, realized gains and changes in estimates		2,862		6,121
Estimated taxable income (1)		58,295		37,834
Taxable income earned in prior year and carried forward for distribution in current year		50,834		24,350
Taxable income earned prior to period end and carried forward for distribution next period		(72,844)		(34,231)
Dividend payable as of period end and paid in the following period		15,519		13,940
Total distributions accrued or paid to common stockholders	$	51,804	$	41,893

(1)

Main Street’s taxable income for each period is an estimate and will not be finally determined until the company files its tax return for each year. Therefore, the final taxable income, and the taxable income earned in each period and carried forward for distribution in the following period, may be different than this estimate.

The income tax expense (benefit) for Main Street is generally composed of (i) deferred tax expense (benefit), which is primarily the result of the net activity relating to the portfolio investments held in the Taxable Subsidiaries, including changes in loss carryforwards, changes in net unrealized appreciation or depreciation and other temporary book tax differences, and (ii) current tax expense, which is primarily the result of current U.S. federal income and state taxes and excise taxes on Main Street’s estimated undistributed taxable income. The income tax expense, or benefit, and the related tax assets and liabilities generated by the Taxable Subsidiaries, if any, are reflected in Main Street’s consolidated statement of operations. Main Street’s provision for income taxes was comprised of the following for the three months ended March 31, 2022 and 2021 (amounts in thousands):

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	Three Months Ended March 31,
	2022		2021
Current tax expense (benefit):
Federal	$	52	$	45
State		543		296
Excise		714		293
Total current tax expense (benefit)		1,309		634
Deferred tax expense (benefit):
Federal		2,807		194
State		981		(146)
Total deferred tax expense (benefit)		3,788		48

Total income tax provision (benefit)	$	5,097	$	682

The net deferred tax liability at March 31, 2022 and December 31, 2021 was $33.5 million and $29.7 million, respectively, with the change primarily related to changes in net unrealized appreciation or depreciation, changes in loss carryforwards, and other temporary book-tax differences relating to portfolio investments held by the Taxable Subsidiaries. At March 31, 2022, for U.S. federal income tax purposes, the Taxable Subsidiaries had a net operating loss carryforward from prior years which, if unused, will expire in various taxable years from 2034 through 2037. Any net operating losses generated in 2018 and future periods are not subject to expiration and will carryforward indefinitely until utilized. The Taxable Subsidiaries have interest expense limitation carryforwards which have an indefinite carryforward.

NOTE H—COMMON STOCK

Main Street maintains a program with certain selling agents through which it can sell shares of its common stock by means of at-the-market offerings from time to time (the “ATM Program”). During the three months ended March 31, 2022, Main Street sold 1,499,577 shares of its common stock at a weighted-average price of $42.82 per share and raised $64.2 million of gross proceeds under the ATM Program. Net proceeds were $63.4 million after commissions to the selling agents on shares sold and offering costs. As of March 31, 2022, sales transactions representing 118,227 shares had not settled and are not included in shares issued and outstanding on the face of the consolidated balance sheet but are included in the weighted average shares outstanding in the consolidated statement of operations and in the shares used to calculate the net asset value per share. During the three months ended March 31, 2022, Main Street entered into new distribution agreements to sell up to 15,000,000 shares through the ATM Program. As of March 31, 2022, 14,370,489 shares remained available for sale under the ATM Program.

During the year ended December 31, 2021, Main Street sold 2,332,795 shares of its common stock at a weighted-average price of $42.71 per share and raised $99.6 million of gross proceeds under the ATM Program. Net proceeds were $98.4 million after commissions to the selling agents on shares sold and offering costs.

NOTE I—DIVIDEND REINVESTMENT PLAN

The dividend reinvestment feature of Main Street’s dividend reinvestment and direct stock purchase plan (the “DRIP”) provides for the reinvestment of dividends on behalf of its stockholders, unless a stockholder has elected to receive dividends in cash. As a result, if Main Street declares a cash dividend, its stockholders who have not “opted out” of the DRIP by the dividend record date will have their cash dividend automatically reinvested into additional shares of MSCC common stock. The share requirements of the DRIP may be satisfied through the issuance of shares of common stock or through open market purchases of common stock by the DRIP plan administrator. Newly issued shares will be valued based upon the final closing price of MSCC’s common stock on the valuation date determined for each dividend by Main Street’s Board of Directors. Shares purchased in the open market to satisfy the DRIP requirements will be valued based upon the average price of the applicable shares purchased, before any associated brokerage or other costs. Main Street’s DRIP is administered by its transfer agent on behalf of Main Street’s record holders and participating brokerage firms. Brokerage firms and other financial intermediaries may decide not to participate in Main Street’s DRIP but may provide a similar dividend reinvestment plan for their clients.

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Summarized DRIP information for the three months ended March 31, 2022 and 2021 is as follows:


	Three Months Ended March 31,
	2022		2021

	($ in millions)
DRIP participation	$	4.8	$	3.7
Shares issued for DRIP		114,043		106,651

NOTE J—SHARE-BASED COMPENSATION

Main Street accounts for its share-based compensation plans using the fair value method, as prescribed by ASC 718, Compensation—Stock Compensation. Accordingly, for restricted stock awards, Main Street measured the grant date fair value based upon the market price of its common stock on the date of the grant and amortizes the fair value of the awards as share-based compensation expense over the requisite service period, which is generally the vesting term.

Main Street’s Board of Directors approves the issuance of shares of restricted stock to Main Street employees pursuant to the Main Street Capital Corporation 2015 Equity and Incentive Plan (the “Equity and Incentive Plan”). These shares generally vest over a three-year period from the grant date. The fair value is expensed over the service period, starting on the grant date. The following table summarizes the restricted stock issuances approved by Main Street’s Board of Directors under the Equity and Incentive Plan, net of shares forfeited, if any, and the remaining shares of restricted stock available for issuance as of March 31, 2022.


Restricted stock authorized under the plan		3,000,000
Less net restricted stock granted during:
Year ended December 31, 2015		(900)
Year ended December 31, 2016		(260,514)
Year ended December 31, 2017		(223,812)
Year ended December 31, 2018		(243,779)
Year ended December 31, 2019		(384,049)
Year ended December 31, 2020		(370,272)
Year ended December 31, 2021		(332,143)
Three months ended March 31, 2022		(5,228)
Restricted stock available for issuance as of March 31, 2022		1,179,303

As of March 31, 2022, the following table summarizes the restricted stock issued to Main Street’s non-employee directors and the remaining shares of restricted stock available for issuance pursuant to the Main Street Capital Corporation 2015 Non-Employee Director Restricted Stock Plan. These shares are granted upon appointment or election to the board and vest on the day immediately preceding the annual meeting of stockholders following the respective grant date and are expensed over such service period.


Restricted stock authorized under the plan		300,000
Less net restricted stock granted during:
Year ended December 31, 2015		(6,806)
Year ended December 31, 2016		(6,748)
Year ended December 31, 2017		(5,948)
Year ended December 31, 2018		(6,376)
Year ended December 31, 2019		(6,008)
Year ended December 31, 2020		(11,463)
Year ended December 31, 2021		(4,949)
Three months ended March 31, 2022		—
Restricted stock available for issuance as of March 31, 2022		251,702

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For the three months ended March 31, 2022 and 2021, Main Street recognized total share-based compensation expense of $2.8 million and $2.3 million, respectively, related to the restricted stock issued to Main Street employees and non-employee directors.

As of March 31, 2022, there was $11.8 million of total unrecognized compensation expense related to Main Street’s non-vested restricted shares. This compensation expense is expected to be recognized over a remaining weighted-average period of approximately 1.9 years as of March 31, 2022.

NOTE K—COMMITMENTS AND CONTINGENCIES

At March 31, 2022, Main Street had the following outstanding commitments (in thousands):


Investments with equity capital commitments that have not yet funded:	Amount

Congruent Credit Opportunities Fund III, LP	$	8,117

Encap Energy Fund Investments
EnCap Energy Capital Fund IX, L.P.	$	208
EnCap Energy Capital Fund X, L.P.		537
EnCap Flatrock Midstream Fund II, L.P.		4,586
EnCap Flatrock Midstream Fund III, L.P.		365
	$	5,696

MS Private Loan Fund I, LP	$	7,500

EIG Fund Investments	$	3,701

Brightwood Capital Fund Investments
Brightwood Capital Fund III, LP	$	3,000
Brightwood Capital Fund V, LP		3,500
	$	6,500

Freeport Fund Investments
Freeport Financial SBIC Fund LP	$	1,375
Freeport First Lien Loan Fund III LP		4,871
	$	6,246

LKCM Headwater Investments I, L.P.	$	2,500

UnionRock Energy Fund II, LP	$	1,039

Harris Preston Fund Investments
HPEP 3, L.P.	$	1,555
2717 HPP-MS, LP		56
	$	1,611

Dos Rios Partners
Dos Rios Partners, LP	$	835
Dos Rios Partners - A, LP		265
	$	1,100

Total Equity Commitments	$	44,010

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Investments with commitments to fund revolving loans that have not been fully drawn or term loans with additional commitments not yet funded:	Amount

Xenon Arc, Inc.	$	32,400
MS Private Loan Fund I, LP		10,000
GS Operating, LLC		12,727
JTI Electrical & Mechanical, LLC		8,421
Paragon Healthcare, Inc.		8,112
Adams Publishing Group, LLC		7,882
NinjaTrader, LLC		7,472
ArborWorks, LLC		7,017
NWN Corporation		6,716
Veregy Consolidated, Inc.		5,875
Watterson Brands, LLC		5,789
SI East, LLC		5,250
Rug Doctor, LLC		5,085
Bolder Panther Group, LLC		5,000
Robbins Bros. Jewelry, Inc.		4,500
South Coast Terminals Holdings, LLC		4,465
Zips Car Wash, LLC		4,265
BDS Solutions IntermediateCo, LLC		3,521
Pearl Meyer Topco LLC		3,500
Direct Marketing Solutions, Inc.		3,400
Winter Services LLC		3,222
Batjer TopCo, LLC		2,700
Cody Pools, Inc.		2,529
AVEX Aviation Holdings, LLC		2,520
Infolinks Media Buyco, LLC		2,520
Nebraska Vet AcquireCo, LLC		2,500
Event Holdco, LLC		2,461
West Star Aviation Acquisition, LLC		2,411
VVS Holdco, LLC		2,400
MB2 Dental Solutions, LLC		2,256
Klein Hersh, LLC		2,250
Mako Steel, LP		2,231
KMS, LLC		2,171
SIB Holdings, LLC		2,124
Fortna, Inc.		2,027
IG Parent Corporation		2,000
Roof Opco, LLC		1,960
Burning Glass Intermediate Holding Company, Inc.		1,859
Evergreen North America Acquisitions, LLC		1,854
Career Team Acquireco LLC		1,800
Johnson Downie Opco, LLC		1,800
Colonial Electric Company LLC		1,600
Market Force Information, LLC		1,600
Chamberlin Holding LLC		1,600
Trantech Radiator Topco, LLC		1,600
Hawk Ridge Systems, LLC		1,415
GS HVAM Intermediate, LLC		1,364
GRT Rubber Technologies LLC		1,340
American Health Staffing Group, Inc.		1,333
Project Eagle Holdings, LLC		1,250
Gamber-Johnson Holdings, LLC		1,200
ATS Operating, LLC		1,080
Invincible Boat Company, LLC.		1,080
Interface Security Systems, L.L.C		1,067
CompareNetworks Topco, LLC		1,000
Flip Electronics LLC		982
The Affiliati Network, LLC		920
Acousti Engineering Company of Florida		913
Mystic Logistics Holdings, LLC		800
RA Outdoors LLC		767
Project BarFly, LLC		760
DTE Enterprises, LLC		750
Student Resource Center, LLC		750
Orttech Holdings, LLC		625
ASC Interests, LLC		530

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Computer Data Source, LLC		500
Jensen Jewelers of Idaho, LLC		500
Datacom, LLC		450
Classic H&G Holdco, LLC		400
Flame King Holdings, LLC		400
Wall Street Prep, Inc.		400
Dynamic Communities, LLC		250

Total Loan Commitments	$	228,218

Total Commitments	$	272,228

Main Street will fund its unfunded commitments from the same sources it uses to fund its investment commitments that are funded at the time they are made (which are typically through existing cash and cash equivalents and borrowings under the Credit Facility). Main Street follows a process to manage its liquidity and ensure that it has available capital to fund its unfunded commitments as necessary.

Main Street has one operating lease for its office space. The lease commenced May 15, 2017 and expires January 31, 2028. It contains two five-year extension options for a final expiration date of January 31, 2038.

In accordance with ASC 842, Main Street has recorded this lease as a right-of-use asset and a lease liability and records lease expense on a straight-line basis.

Total operating lease cost incurred by Main Street for each of the three months ended March 31, 2022 and 2021 was $0.2 million. As of March 31, 2022, the asset related to the operating lease was $3.6 million and is included in the interest receivable and other assets balance on the consolidated balance sheet. The lease liability was $4.3 million and is included in the accounts payable and other liabilities balance on the consolidated balance sheet. As of March 31, 2022, the remaining lease term was 5.8 years and the discount rate was 4.2%.

The following table shows future minimum payments under Main Street’s operating lease as of March 31, 2022 (in thousands):


For the Years Ended December 31,	Amount
2022	$	593
2023		804
2024		818
2025		832
2026		846
Thereafter		933
Total	$	4,826

Main Street may, from time to time, be involved in litigation arising out of its operations in the normal course of business or otherwise. Furthermore, third parties may try to impose liability on Main Street in connection with the activities of its portfolio companies. While the outcome of any current legal proceedings cannot at this time be predicted with certainty, Main Street does not expect any current matters will materially affect its financial condition or results of operations; however, there can be no assurance whether any pending legal proceedings will have a material adverse effect on Main Street’s financial condition or results of operations in any future reporting period.

NOTE L—RELATED PARTY TRANSACTIONS

As discussed further in Note D, the External Investment Manager is treated as a wholly owned portfolio company of MSCC and is included as part of Main Street’s Investment Portfolio. At March 31, 2022, Main Street had a receivable of approximately $5.7 million due from the External Investment Manager, which included (i) approximately $3.5 million related primarily to operating expenses incurred by MSCC or its subsidiaries as required to support the External Investment Manager’s business and amounts due from the External Investment Manager to Main Street under a tax sharing agreement (see further discussion in Note D) and (ii) approximately $2.3 million of dividends declared but not paid by the External Investment Manager. MSCC has entered into an agreement with the External Investment Manager to share employees in connection with its asset management business generally, and specifically for the

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External Investment Manager’s relationship with MSC Income and its other clients (see further discussion in Note A.1 and Note D).

From time to time, Main Street may make investments in clients of the External Investment Manager in the form of debt or equity capital on terms approved by Main Street’s Board of Directors. In January 2021, Main Street entered into a Term Loan Agreement with MSC Income (the “Term Loan Agreement”). The Term Loan Agreement was unanimously approved by Main Street’s Board, including each director who is not an “interested person,” as such term is defined in Section 2(a)(19) of the 1940 Act, and the board of directors of MSC Income, including each director who is not an “interested person” of MSC Income or the External Investment Manager. The Term Loan Agreement initially provided for a term loan of $40.0 million to MSC Income, bearing interest at a fixed rate of 5.00% per annum, and maturing in January 2026. The Term Loan Agreement was amended in July 2021 to provide for borrowings up to an additional $35.0 million, $20.0 million of which was funded upon signing of the amendment and $15.0 million available in two additional advances during the six months following the amendment date. Borrowings under the Term Loan Agreement were expressly subordinated and junior in right of payment to all secured indebtedness of MSC Income. In October 2021, MSC Income fully repaid all borrowings outstanding under the Term Loan Agreement and the Term Loan Agreement was extinguished.

In December 2020, the External Investment Manager entered into an Investment Management Agreement with the Private Loan Fund to provide investment advisory and management services in exchange for an asset-based fee and certain incentive fees. The Private Loan Fund is a private investment fund exempt from registration under the 1940 Act that co-invests with Main Street in Main Street’s Private Loan investment strategy. In connection with the Private Loan Fund’s initial closing in December 2020, Main Street committed to contribute up to $10.0 million as a limited partner and will be entitled to distributions on such interest. In February 2022, Main Street increased its total commitment to the Private Loan Fund from $10.0 million to $15.0 million. In addition, certain of Main Street’s officers and employees (and certain of their immediate family members) have made capital commitments to the Private Loan Fund as limited partners and therefore have direct pecuniary interests in the Private Loan Fund. As of March 31, 2022, Main Street has funded $7.5 million of its limited partner commitment and Main Street’s unfunded commitment was $7.5 million. Main Street’s limited partner commitment to the Private Loan Fund was unanimously approved by the Board, including each director who is not an “interested person,” as such term is defined in Section 2(a)(19) of the 1940 Act.

Additionally, Main Street provided the Private Loan Fund with a revolving line of credit pursuant to an Unsecured Revolving Promissory Note, dated February 5, 2021 and was subsequently amended on November 30, 2021 and on December 29, 2021 (as amended, the “PL Fund 2021 Note”), in an aggregate amount equal to the amount of limited partner capital commitments to the Private Loan Fund up to $85.0 million. Borrowings under the PL Fund 2021 Note bore interest at a fixed rate of 5.00% per annum and matured on February 28, 2022. The PL Fund 2021 Note was unanimously approved by Main Street’s Board, including each director who is not an “interested person,” as such term is defined in Section 2(a)(19) of the 1940 Act. In February 2022, the Private Loan Fund fully repaid all borrowings outstanding under the PL Fund 2021 Note and the PL Fund 2021 Note was extinguished.

In March 2022, Main Street provided the Private Loan Fund with a new revolving line of credit pursuant to a Secured Revolving Promissory Note, dated March 17, 2022 (the “PL Fund 2022 Note”), which provides for borrowings up to $10.0 million. Borrowings under the PL Fund 2022 Note bear interest at a fixed rate of 5.00% per annum and mature on date upon which the Private Loan Fund’s investment period concludes, which is scheduled to occur in March 2026. Available borrowings under the PL Fund 2022 Note are subject to a 0.25% non-use fee. The PL Fund 2022 Note was unanimously approved by Main Street’s 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. As of March 31, 2022, there were no borrowings outstanding under the PL Fund 2022 Note.

In November 2015, Main Street’s Board of Directors approved and adopted the Main Street Capital Corporation Deferred Compensation Plan (the “2015 Deferred Compensation Plan”). The 2015 Deferred Compensation Plan became effective on January 1, 2016 and replaced the Deferred Compensation Plan for Non-Employee Directors previously adopted by the Board of Directors in June 2013 (the “2013 Deferred Compensation Plan”). Under the 2015 Deferred Compensation Plan, non-employee directors and certain key employees may defer receipt of some or all of their cash compensation and directors’ fees, subject to certain limitations. Individuals participating in the 2015 Deferred Compensation Plan receive distributions of their respective balances based on predetermined payout schedules or other events as defined by the plan and are also able to direct investments made on their behalf among investment alternatives permitted from time to time under the plan, including phantom Main Street stock units. As of March 31, 2022, $16.5

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million of compensation and dividend reinvestments, plus net unrealized gains and losses and investment income, and minus distributions had been deferred under the 2015 Deferred Compensation Plan (including amounts previously deferred under the 2013 Deferred Compensation Plan). Of this amount, $6.5 million had been deferred into phantom Main Street stock units, representing 152,790 shares of Main Street’s common stock. Any amounts deferred under the plan represented by phantom Main Street stock units will not be issued or included as outstanding on the consolidated statements of changes in net assets until such shares are actually distributed to the participant in accordance with the plan, but the related phantom stock units are included in weighted average shares outstanding with the related dollar amount of the deferral included in total expenses in Main Street’s consolidated statements of operations as earned. The dividend amounts related to additional phantom stock units are included in the statements of changes in net assets as an increase to dividends to stockholders offset by a corresponding increase to additional paid-in capital.

NOTE M—SUBSEQUENT EVENTS

In May 2022, Main Street declared a supplemental cash dividend of $0.075 per share payable in June 2022. This supplemental cash dividend is in addition to the previously announced regular monthly cash dividends that Main Street declared for the second quarter of 2022 of $0.215 per share for each of April, May and June 2022.

In May 2022, Main Street also declared regular monthly dividends of $0.215 per share for each month of July, August and September of 2022. These regular monthly dividends equal a total of $0.645 per share for the third quarter of 2022, representing a 4.9% increase from the regular monthly dividends paid in the third quarter of 2021. Including the regular monthly and supplemental dividends declared for the second and third quarters of 2022, Main Street will have paid $34.26 per share in cumulative dividends since its October 2007 initial public offering.

As previously disclosed, in February 2022, Main Street’s Board unanimously approved the application of the reduced BDC asset coverage ratio, effective as of February 23, 2023 unless approved earlier by a vote of Main Street’s stockholders. At the Company’s 2022 annual meeting of stockholders (the “Annual Meeting”) on May 2, 2022, Main Street’s stockholders approved the application of the reduced BDC asset coverage ratio, effective the day after the Annual Meeting. As a result, the BDC asset coverage ratio applicable to Main Street decreased from 200% to 150% effective May 3, 2022. As of March 31, 2022, Main Street’s BDC asset coverage ratio was 227%.

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Schedule 12-14

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments In and Advances to Affiliates

March 31, 2022

(dollars in thousands)

(unaudited)


							Amount of
							Interest,
							Fees or
			Amount of		Amount of		Dividends		December 31,						May 31,
			Realized		Unrealized		Credited to		2021		Gross		Gross		2022
Company	Investment(1)(10)(11)	Geography	Gain/(Loss)		Gain/(Loss)		Income(2)		Fair Value		Additions(3)		Reductions(4)		Fair Value
Majority‑owned investments
ASK (Analytical Systems Keco Holdings, LLC)	12.00% (L+10.00%, Floor 2.00%) Secured Debt	(8)	$	-	$	-	$	170	$	4,736	$	23	$	70	$	4,689
	Preferred Member Units	(8)		-		(576)		-		4,894		-		576		4,318
Brewer Crane Holdings, LLC	11.00% (L+10.00%, Floor 1.00%) Secured Debt	(9)		-		-		224		8,037		6		124		7,919
	Preferred Member Units	(9)		-		70		265		7,710		70		-		7,780
Café Brazil, LLC	Member Units	(8)		-		60		52		2,570		60		-		2,630
California Splendor Holdings LLC	11.00% (L+10.00%, Floor 1.00%) Secured Debt	(9)		-		-		787		27,915		17		-		27,932
	Preferred Member Units	(9)		-		-		357		9,510		357		-		9,867
	Preferred Member Units	(9)		-		3,990		63		13,275		3,990		-		17,265
Clad-Rex Steel, LLC	10.50% (L+9.50%, Floor 1.00%) Secured Debt	(5)		-		-		285		10,401		10		-		10,411
	10.00% Secured Debt	(5)		-		-		27		1,071		-		8		1,063
	Member Units	(5)		-		80		348		10,780		80		-		10,860
CMS Minerals Investments	Member Units	(9)		-		192		43		1,974		192		109		2,057
Cody Pools, Inc.	12.25% (L+10.50%, Floor 1.75%) Secured Debt	(8)		-		(23)		1,380		42,484		2,888		2,890		42,482
	Preferred Member Units	(8)		-		-		687		47,640		-		-		47,640
CompareNetworks Topco, LLC	10.00% (L+9.00%, Floor 1.00%) Secured Debt	(9)		-		(8)		159		6,477		8		688		5,797
	Preferred Member Units	(9)		-		1,610		158		12,000		1,610		-		13,610
Datacom, LLC	7.50% Secured Debt	(8)		-		-		209		7,668		43		68		7,643
	Preferred Member Units	(8)		-		60		24		2,610		60		-		2,670
Direct Marketing Solutions, Inc.	12.00% (L+11.00%, Floor 1.00%) Secured Debt	(9)		-		(18)		752		24,048		21		332		23,737
	Preferred Stock	(9)		-		4,100		343		18,350		4,100		-		22,450
Gamber-Johnson Holdings, LLC	10.50% (L+8.50%, Floor 2.00%) Secured Debt	(5)		-		(5)		520		21,598		5		5		21,598
	Member Units	(5)		-		(4,580)		180		49,700		-		4,580		45,120
GRT Rubber Technologies LLC	8.23% (L+8.00%) Secured Debt	(8)		-		(11)		803		38,885		11		11		38,885
	Member Units	(8)		-		-		1,217		46,190		-		-		46,190
Jensen Jewelers of Idaho, LLC	10.00% (Prime+6.75%, Floor 2.00%) Secured Debt	(9)		-		(3)		64		2,550		3		103		2,450
	Member Units	(9)		-		2,700		537		12,420		2,700		-		15,120
Kickhaefer Manufacturing Company, LLC	11.50% Secured Debt	(5)		-		-		599		20,324		12		-		20,336
	9.00% Secured Debt	(5)		-		-		88		3,876		-		8		3,868
	Member Units	(5)		-		(70)		-		12,310				70		12,240
	Member Units	(5)		-		-		26		2,460		-		-		2,460
Market Force Information, LLC	12.00% (L+11.00%, Floor 1.00%) Secured Debt	(9)		-		-		102		3,400		-		-		3,400
	12.00% PIK Secured Debt	(9)		-		-		-		8,936		-		-		8,936
MH Corbin Holding LLC	13.00% Secured Debt	(5)		-		(1,495)		274		5,934		9		1,575		4,368
MSC Adviser I, LLC	Member Units	(8)		-		(7,480)		2,277		140,400		-		7,480		132,920
Mystic Logistics Holdings, LLC	10.00% Secured Debt	(6)		-		(1)		157		6,378		1		281		6,098
	Common Stock	(6)		-		2,220		568		8,840		2,220		-		11,060
OMi Topco, LLC	12.00% Secured Debt	(8)		-		(14)		554		18,000		14		514		17,500
	Preferred Member Units	(8)		-		-		479		20,210		-		-		20,210
PPL RVs, Inc.	7.50% (L+7.00%, Floor 0.50%) Secured Debt	(8)		-		-		36		726		1,257		-		1,983
	7.50% (L+7.00%, Floor 0.50%) Secured Debt	(8)		-		-		219		11,655				-		11,655
	Common Stock	(8)		-		560		104		14,360		560		-		14,920
Principle Environmental, LLC	13.00% Secured Debt	(8)		-		-		51		1,465		3		500		968
	13.00% Secured Debt	(8)						198		5,808		6				5,814
	Preferred Member Units	(8)		-		-		219		11,160		-		-		11,160
	Common Stock	(8)		-		-		-		710		-		-		710
Quality Lease Service, LLC	Member Units	(7)		-		(29)		-		2,149		-		679		1,470
Robbins Bros. Jewelry, Inc.	12.00% (L+11.00%, Floor 1.00%) Secured Debt	(9)		-		-		1,117		35,956		21		-		35,977
	Preferred Equity	(9)		-		-		140		11,070		-		-		11,070
Trantech Radiator Topco, LLC	12.00% Secured Debt	(7)		-		(7)		269		8,712		8		407		8,313
	Common Stock	(7)		-		-		29		8,660		-		-		8,660

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Ziegler’s NYPD, LLC	12.00% Secured Debt	(8)	-	-	19	625	-	-	625
	6.50% Secured Debt	(8)	-	-	16	1,000	-	-	1,000
	14.00% Secured Debt	(8)	-	-	96	2,750	-	-	2,750
	Preferred Member Units	(8)	-	-	-	2,130	-	-	2,130
Other controlled investments
2717 MH, L.P.	LP Interests (2717 MH, L.P.)	(8)	-	189	-	3,971	346	-	4,317
	LP Interests (2717 HPP-MS, L.P.)	(8)	-	-	-	-	244	-	244
ASC Interests, LLC	13.00% Secured Debt	(8)	-	-	7	200	-	30	170
	13.00% Secured Debt	(8)	-	-	59	1,636	6	-	1,642
	Member Units	(8)	-	80	-	720	80	-	800
ATS Workholding, LLC	5.00% Secured Debt	(9)	-	-	-	3,005	-	-	3,005
Barfly Ventures, LLC	7.00% Secured Debt	(5)	-	-	12	711	-	-	711
	Member Units	(5)	-	120	-	1,930	120	-	2,050
Batjer TopCo, LLC	11.00% Secured Debt	(8)	-	-	196	-	10,917	-	10,917
	Member Units	(8)	-	-	-	-	4,073	-	4,073
Bolder Panther Group, LLC	10.50% (L+9.00%, Floor 1.50%) Secured Debt	(9)	-	(20)	1,160	39,000	10,214	20	49,194
	Class A Preferred Member Units	(9)	-	-	292	10,194	-	10,194	-
	Class B Preferred Member Units	(9)	-	2,760	368	23,170	2,760	-	25,930
Bridge Capital Solutions Corporation	13.00% Secured Debt	(6)	-	-	286	8,813	-	-	8,813
	13.00% Secured Debt	(6)	-	-	33	1,000	-	-	1,000
	Preferred Member Units	(6)	-	-	25	1,000	-	-	1,000
	Warrants	(6)	-	200	-	4,060	200	-	4,260
CBT Nuggets, LLC	Member Units	(9)	-	(1,740)	412	50,620	-	1,740	48,880
Centre Technologies Holdings, LLC	12.00% (L+10.00%, Floor 2.00%) Secured Debt	(8)	-	-	288	8,864	7	233	8,638
	Preferred Member Units	(8)	-	-	30	5,840	-	-	5,840
Chamberlin Holding LLC	9.00% (L+8.00%, Floor 1.00%) Secured Debt	(8)	-	(18)	419	17,817	18	154	17,681
	Member Units	(8)			295	24,140	-	-	24,140
	Member Units	(8)	-	-	17	1,540	-	-	1,540
Charps, LLC	10.00% Unsecured Debt	(5)	-	(18)	158	5,694	18	18	5,694
	Preferred Member Units	(5)	-	100	209	13,990	100	-	14,090
Colonial Electric Company LLC	12.00% Secured Debt	(6)	-	-	745	24,351	16	316	24,051
	Preferred Member Units	(6)	-	-	369	9,130	-	-	9,130
Copper Trail Energy Fund I, LP - CTMH	LP Interests (CTMH, LP)	(9)	-	-	-	710	-	-	710
Digital Products Holdings LLC	11.00% (L+10.00%, Floor 1.00%) Secured Debt	(5)	-	-	466	16,801	12	330	16,483
	Preferred Member Units	(5)	-	-	50	9,835	-	-	9,835
Garreco, LLC	9.00% (L+8.00%, Floor 1.00%, Ceiling 1.50%) Secured Debt	(8)	-	-	94	4,196	-	-	4,196
	Member Units	(8)	-	70	40	2,270	70	-	2,340
Gulf Manufacturing, LLC	Member Units	(8)	-	(350)	195	5,640	-	350	5,290
Gulf Publishing Holdings, LLC	10.50% (5.25% Cash, 5.25% PIK) (L+9.50%, Floor 1.00%) Secured Debt	(8)	-	-	3	257	-	-	257
	12.50% (6.25% Cash, 6.25% PIK) Secured Debt	(8)	-	(1,717)	212	9,717	-	1,717	8,000
Harrison Hydra-Gen, Ltd.	Common Stock	(8)	-	-	-	3,530	-	-	3,530
Johnson Downie Opco, LLC	13.00% (L+11.50%, Floor 1.50%) Secured Debt	(8)	-	-	382	11,344	6	-	11,350
	Preferred Equity	(8)	-	-	318	3,150	-	-	3,150
JorVet Holdings, LLC	12.00% Secured Debt	(9)	-	-	257	-	25,394	-	25,394
	Common Stock	(9)	-	-	-	-	10,741	-	10,741
KBK Industries, LLC	Member Units	(5)	-	310	211	13,620	310	-	13,930
MS Private Loan Fund	5.00% Unsecured Debt	(8)	-	-	435	63,151	17,000	80,151	-
	LP Interests	(8)	-	-	72	2,581	5,000	-	7,581
NAPCO Precast, LLC	Member Units	(8)	-	(190)	-	13,560	-	190	13,370
Nebraska Vet AcquireCo, LLC (NVS)	12.00% Secured Debt	(5)	-	-	541	10,412	6	-	10,418
	12.00% Secured Debt	(5)				4,829	1,408	-	6,237
	Preferred Member Units	(5)	-	-	-	7,700	-	-	7,700
NexRev LLC	11.00% Secured Debt	(8)	-	-	850	14,045	10	218	13,837
	Preferred Member Units	(8)	-	-	20	2,690	-	-	2,690
NRP Jones, LLC	12.00% Secured Debt	(5)	-	-	62	2,080	-	-	2,080
	Member Units	(5)	-	(150)	101	6,440	-	150	6,290
NuStep, LLC	7.50% (L+6.50%, Floor 1.00%) Secured Debt	(5)	-	-	48	1,720	1,200	-	2,920
	12.00% Secured Debt	(5)	-	-	504	17,240	-	-	17,240
	Preferred Member Units	(5)	-	-	-	13,500	-	-	13,500
Orttech Holdings, LLC	12.00% (L+11.00%, Floor 1.00%) Secured Debt	(5)	-	-	743	24,150	13	-	24,163
	Preferred Stock	(5)	-	-	193	10,000	-	-	10,000
Pearl Meyer Topco LLC	12.00% Secured Debt	(6)	-	(18)	1,004	32,674	1,518	18	34,174
	Member Units	(6)	-	8,080	1,756	26,970	8,080	-	35,050
River Aggregates, LLC	Member Units	(8)	-	-	-	3,280	-	-	3,280
Tedder Industries, LLC	12.00% Secured Debt	(9)	-	-	525	16,181	582	-	16,763
	Preferred Member Units	(9)	-	-	-	8,579	-	-	8,579
Televerde, LLC	Member Units	(8)	-	(731)	-	7,280	-	1,808	5,472
	Preferred Stock	(8)	-	-	-	-	1,794	-	1,794
Vision Interests, Inc.	Series A Preferred Stock	(9)	-	-	-	3,000	-	-	3,000

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VVS Holdco LLC	7.00% (L+6.00%, Floor 1.00%) Secured Debt	(5)		-		-		21		1,169		1		400		770
	11.50% Secured Debt	(5)		-		-		889		30,100		15		-		30,115
	Preferred Equity	(5)		-		-		150		11,840		-		-		11,840


Other
Amounts related to investments transferred to or from other 1940 Act classification during the period				-		-		(236)		6,123		-		-		-
Total Control investments			$	-	$	8,279	$	32,577	$	1,489,257	$	122,644	$	119,115	$	1,486,663
Affiliate Investments
AAC Holdings, Inc.	18.00% (10.00% Cash, 8.00% PIK) Secured Debt	(7)	$	-	$	30	$	478	$	9,794	$	250	$	-	$	10,044
	Common Stock	(7)		-		-		-		2,079		-		-		2,079
	Warrants	(7)		-		-		-		1,940		-		-		1,940
AFG Capital Group, LLC	10.00% Secured Debt	(8)		-		-		2		144		-		86		58
	Preferred Member Units	(8)		-		610		-		7,740		610		-		8,350
ATX Networks Corp.	8.50% (L+7.50%, Floor 1.00%) Secured Debt	(6)		-		230		-		7,092		230		-		7,322
	10.00% PIK Unsecured Debt	(6)		-		82		77		1,963		159		-		2,122
BBB Tank Services, LLC	12.00% (L+11.00%, Floor 1.00%) Unsecured Debt	(8)		-		(209)		144		2,507		-		209		2,298
	Preferred Stock (non-voting)	(8)		-		-		-		-		-		-		-
	Member Units	(8)		-		-		-		-		-		-		-
Boccella Precast Products LLC	10.00% Secured Debt	(6)		-		-		8		320		-		-		320
	Member Units	(6)		-		-		40		4,830		-		-		4,830
Brightwood Capital Fund Investments - Fund V	LP Interests (Brightwood Capital Fund V, LP)	(6)		-		139		-		1,000		639		-		1,639
Buca C, LLC	12.25% (L+11.25%, Floor 1.00%) Secured Debt	(7)		-		-		540		14,370		-		-		14,370
Career Team Holdings, LLC	12.50% Secured Debt	(6)		-		-		645		20,050		10		-		20,060
	Class A Common Units	(6)		-		-		-		4,499		-		-		4,499
Chandler Signs Holdings, LLC	Class A Units	(8)		-		160		-		460		160		-		620
Classic H&G Holdings, LLC	7.00% (L+6.00%, Floor 1.00%) Secured Debt	(6)		-		-		159		4,000		3,600		-		7,600
	8.00% Secured Debt	(6)		-		(11)		396		19,274		11		11		19,274
	Preferred Member Units	(6)		-		1,020		352		15,260		1,020		-		16,280
Congruent Credit Opportunities Funds	LP Interests (Congruent Credit Opportunities Fund III, LP)	(8)		-		-		163		9,959		-		1,106		8,853
DMA Industries, LLC	12.00% Secured Debt	(7)		-		-		647		20,993		11		-		21,004
	Preferred Equity	(7)		-		-		-		5,944		-		-		5,944
Dos Rios Partners	LP Interests (Dos Rios Partners - A, LP)	(8)		-		28		-		3,280		28		-		3,308
	LP Interests (Dos Rios Partners, LP)	(8)		-		90		-		10,329		90		-		10,419
Dos Rios Stone Products LLC	Class A Preferred Units	(8)		-		(290)		-		640		-		290		350
EIG Fund Investments	LP Interests (EIG Global Private Debt Fund-A, L.P.)	(8)		2		-		27		547		2		50		499
Flame King Holdings, LLC	7.50% (L+6.50%, Floor 1.00%) Secured Debt	(9)		-		-		139		6,324		1,204		-		7,528
	12.00% (L+11.00%, Floor 1.00%) Secured Debt	(9)		-		-		647		20,996		10		-		21,006
	Preferred Equity	(9)		-		-		280		10,400		-		-		10,400
Freeport Financial SBIC Fund LP	LP Interests (Freeport Financial SBIC Fund LP)	(5)		-		-		2		6,078		-		1,493		4,585
	LP Interests (Freeport First Lien Loan Fund III LP)	(5)		-		-		108		7,231		-		-		7,231
GFG Group, LLC.	12.00% Secured Debt	(5)		-		(6)		383		12,545		6		6		12,545
	Preferred Member Units	(5)		-		-		251		6,990		-		1		6,989
Hawk Ridge Systems, LLC	7.00% (L+6.00%, Floor 1.00%) Secured Debt	(9)		-		-		47		2,585		-		-		2,585
	8.00% Secured Debt	(9)		-		(8)		702		34,800		8		8		34,800
	Preferred Member Units	(9)		-		-		579		14,680		1,890				16,570
	Preferred Member Units	(9)		-		1,990		-		771		99		-		870
Houston Plating and Coatings, LLC	8.00% Unsecured Convertible Debt	(8)		-		(90)		60		2,960		-		90		2,870
	Member Units	(8)		-		(240)		1		3,210		-		241		2,969
HPEP 3, L.P.	LP Interests (HPEP 3, L.P.)	(8)		698		(280)		2		4,712		-		28		4,684
I-45 SLF LLC	Member Units (Fully diluted 20.0%; 24.40% profits interest)	(8)		-		52		516		14,387		52		-		14,439
Iron-Main Investments, LLC	12.50% Secured Debt	(5)		-		-		102		3,170		1		-		3,171
	12.50% Secured Debt	(5)		-		-		146		4,557		2		-		4,559
	12.50% Secured Debt	(5)		-		-		915		28,749		10		-		28,759
	Common Stock	(5)		-		-		-		1,798		-		-		1,798
L.F. Manufacturing Holdings, LLC	Preferred Member Units (non-voting)	(8)		-		-		4		107		4		-		111
	Member Units	(8)		-		-		224		2,560		-		-		2,560

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OnAsset Intelligence, Inc.	12.00% PIK Secured Debt	(8)		-		-		29		935		29		-		964
	12.00% PIK Secured Debt	(8)		-		-		29		954		29		-		983
	12.00% PIK Secured Debt	(8)		-		-		62		2,055		61		-		2,116
	12.00% PIK Secured Debt	(8)		-		-		129		4,286		129		-		4,415
	10.00% PIK Unsecured Debt	(8)		-		-		5		191		6		-		197
Oneliance, LLC	12.00% (L+11.00%, Floor 1.00%) Secured Debt	(7)		-		-		171		5,547		3		-		5,550
	Preferred Stock	(7)		-		-		-		1,056		-		-		1,056
Rocaceia, LLC (Quality Lease and Rental Holdings, LLC)	12.00% Secured Debt	(8)		(8)		-		-		-		-		-		-
SI East, LLC (Stavig)	10.25% Secured Debt	(7)		-		(18)		2,048		65,850		18		325		65,543
	Preferred Member Units	(7)		-		960		89		11,570		959		-		12,529
Slick Innovations, LLC	13.00% Secured Debt	(6)		-		(13)		182		5,320		13		213		5,120
	Common Stock	(6)		-		-		-		1,510		-		-		1,510
	Warrants	(6)		-		-		-		400		-		-		400
Sonic Systems International, LLC	8.50% (L+7.50%, Floor 1.00%) Secured Debt	(8)		-		-		267		11,757		12		-		11,769
	Common Stock	(8)		-		(60)		11		1,070		-		60		1,010
Superior Rigging & Erecting Co.	12.00% Secured Debt	(7)		-		-		656		21,332		12		-		21,344
	Preferred Member Units	(7)		-		-		-		4,500		-		-		4,500
The Affiliati Network, LLC	7.00% Secured Debt	(9)		-		-		14		262		1,521		720		1,063
	11.83% Secured Debt	(9)		-		-		390		12,834		7		-		12,841
	Preferred Stock	(9)		-		590		122		6,400		590		-		6,990
UnionRock Energy Fund II, LP	LP Interests	(9)		-		(1,885)		236		6,123		-		4,470		1,653
UniTek Global Services, Inc.	8.50% (6.50% cash, 2.00% PIK) (2.00% PIK, L+5.50% Floor 1.00%) Secured Debt	(6)		-		-		9		371		2		-		373
	8.50% (6.50% cash, 2.00% PIK) (2.00% PIK, L+5.50% Floor 1.00%) Secured Debt	(6)		-		-		43		1,852		12		-		1,864
	15.00% PIK Secured Convertible Debt	(6)		-		(80)		47		2,375		47		34		2,388
	Preferred Stock	(6)		-		(87)		88		2,833		88		88		2,833
	Preferred Stock	(6)		-		337		-		1,498		337		-		1,835
Volusion, LLC	11.50% Secured Debt	(8)		-		-		496		17,434		-		350		17,084
	8.00% Unsecured Convertible Debt	(8)		-		-		8		409		-		-		409
	Preferred Member Units	(8)		-		-		-		5,989		-		-		5,989
Other				-
Amounts related to investments transferred to or from other 1940 Act classification during the period				-		-				(6,123)		-		-		-
Total Affiliate investments			$	692	$	3,041	$	13,917	$	549,214	$	13,981	$	9,879	$	559,439

(1)	The principal amount, the ownership detail for equity investments and if the investment is income producing is included in the consolidated schedule of investments.

(2)

Represents the total amount of interest, fees and dividends credited to income for the portion of the period for which an investment was included in Control or Affiliate categories, respectively. For investments transferred between Control and Affiliate categories during the period, any income or investment balances related to the time period it was in the category other than the one shown at period end is included in “Amounts from investments transferred from other 1940 Act classifications during the period.”

(3)

Gross additions include increases in the cost basis of investments resulting from new portfolio investments, follow-on investments and accrued PIK interest, and the exchange of one or more existing securities for one or more new securities. Gross additions also include net increases in unrealized appreciation or net decreases in net unrealized depreciation as well as the movement of an existing portfolio company into this category and out of a different category.

(4)

Gross reductions include decreases in the cost basis of investments resulting from principal repayments or sales and the exchange of one or more existing securities for one or more new securities. Gross reductions also include net increases in net unrealized depreciation or net decreases in unrealized appreciation as well as the movement of an existing portfolio company out of this category and into a different category.

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(5)

Portfolio company located in the Midwest region as determined by location of the corporate headquarters. The fair value as of March 31, 2022 for control investments located in this region was $338,390. This represented 22.8% of net assets as of March 31, 2022. The fair value as of March 31, 2022 for affiliate investments located in this region was $69,637. This represented 12.4% of net assets as of March 31, 2022.

(6)

Portfolio company located in the Northeast region and Canada as determined by location of the corporate headquarters. The fair value as of March 31, 2022 for control investments located in this region was $134,636. This represented 9.1% of net assets as of March 31, 2022. The fair value as of March 31, 2022 for affiliate investments located in this region was $100,269. This represented 17.9% of net assets as of March 31, 2022.

(7)

Portfolio company located in the Southeast region as determined by location of the corporate headquarters. The fair value as of March 31, 2022 for control investments located in this region was $18,443. This represented 1.2% of net assets as of March 31, 2022. The fair value as of March 31, 2022 for affiliate investments located in this region was $165,903. This represented 29.7% of net assets as of March 31, 2022.

(8)

Portfolio company located in the Southwest region as determined by location of the corporate headquarters. The fair value as of March 31, 2022 for control investments located in this region was $587,631. This represented 39.5% of net assets as of March 31, 2022. The fair value as of March 31, 2022 for affiliate investments located in this region was $107,324. This represented 19.2% of net assets as of March 31, 2022.

(9)

Portfolio company located in the West region as determined by location of the corporate headquarters. The fair value as of March 31, 2022 for control investments located in this region was $407,563. This represented 27.4% of net assets as of March 31, 2022. The fair value as of March 31, 2022 for affiliate investments located in this region was $116,306. This represented 20.8% of net assets as of March 31, 2022.

(10)	All of the Company’s portfolio investments are generally subject to restrictions on resale as “restricted securities,” unless otherwise noted.

(11)

This schedule should be read in conjunction with the consolidated schedule of investments and notes to the consolidated financial statements. Supplemental information can be located within the schedule of investments including end of period interest rate, preferred dividend rate, maturity date, investments not paid currently in cash and investments whose value was determined using significant unobservable inputs.

(12)	Investment has an unfunded commitment as of March 31, 2022 (see Note K). The fair value of the investment includes the impact of the fair value of any unfunded commitments.

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Schedule 12-14

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments in and Advances to Affiliates

March 31, 2021

(dollars in thousands)

(unaudited)


							Amount of
							Interest,
							Fees or
			Amount of		Amount of		Dividends		December 31,						March 31,
			Realized		Unrealized		Credited to		2019		Gross		Gross		2021
Company	Investment(1)(10)(11)	Geography	Gain/(Loss)		Gain/(Loss)		Income(2)		Fair Value		Additions(3)		Reductions(4)		Fair Value
Majority‑owned investments
Café Brazil, LLC	Member Units	(8)	$	-	$	230	$	-	$	2,030	$	230	$	-	$	2,260
California Splendor Holdings LLC	(L+10.00%, Floor 1.00%) Secured Debt	(9)		-		65		784		27,789		79		-		27,869
	(L+8.00%, Floor 1.00%) Secured Debt	(9)		-		(29)		117		8,043		10		5,629		2,423
	Preferred Member Units	(9)		-		-		310		8,255		310		-		8,565
	Preferred Member Units	(9)		-		631		63		6,241		631		-		6,872
Clad-Rex Steel, LLC	(L+9.50%, Floor 1.00%) Secured Debt	(5)		-		-		292		10,853		-		81		10,773
	Member Units	(5)		-		-		72		8,610		-		-		8,610
	Member Units	(5)		-		-		-		530		-		-		530
	10.00% Secured Debt	(5)		-		-		28		1,100		-		7		1,093
CMS Minerals Investments	Member Units	(9)		-		180		2		1,624		180		37		1,767
Cody Pools, Inc.	(L+10.50%, Floor 1.75%) Secured Debt	(8)		-		(7)		439		14,216		7		207		14,016
	Preferred Member Units	(8)		-		3,930		29		14,940		3,930		-		18,870
CompareNetworks Topco, LLC	Preferred Member Units	(9)		-		1,530		-		6,780		1,530		-		8,310
	(L+10.00%, Floor 1.00%) Secured Debt	(9)		-		(3)		229		7,953		3		3		7,954
Datacom, LLC	8.00% Secured Debt	(8)		(1,800)		185		-		1,615		185		1,800		-
	Preferred Member Units	(8)		-		-		-		-		2,610		-		2,610
	10.50% PIK Secured Debt	(8)		(1,801)		1,945		1		10,531		1,945		12,475		-
	Preferred Member Units	(8)		(6,030)		6,030		-		-		6,030		6,030		-
	Preferred Member Units	(8)		(1,294)		1,294		-		-		1,294		1,294		-
	5.00% Secured Debt	(8)		-		-		113		-		8,064		27		8,037
Direct Marketing Solutions, Inc.	Preferred Stock	(9)		-		(1,560)		-		19,380		-		1,560		17,820
	(L+11.00%, Floor 1.00%) Secured Debt	(9)		-		-		463		15,007		9		-		15,015
Gamber-Johnson Holdings, LLC	(L+7.00%, Floor 2.00%) Secured Debt	(5)		-		(15)		472		19,838		815		15		20,638
	Member Units	(5)		-		(88)		3,235		52,490		2,848		88		55,250
GRT Rubber Technologies LLC	(L+7.00%) Secured Debt	(8)		-		-		299		16,775		-		-		16,775
	Member Units	(8)		-		-		944		44,900		-		-		44,900
Jensen Jewelers of Idaho, LLC	(Prime+6.75%, Floor 2.00%) Secured Debt	(9)		-		(3)		86		3,400		3		153		3,250
	Member Units	(9)		-		700		415		7,620		700		-		8,320
Kickhaefer Manufacturing Company, LLC	Member Units	(5)		-		-		-		12,240		-		-		12,240
	11.50% Secured Debt	(5)		-		-		655		22,269		11		-		22,280
	9.00% Secured Debt	(5)		-		-		89		3,909		-		8		3,901
	Member Units	(5)		-		-		24		1,160		-		-		1,160
Market Force Information, LLC	(L+11.00%, Floor 1.00%) Secured Debt	(9)		-		-		76		1,600		1,550		-		3,150
	PIK Secured Debt	(9)		-		(294)		-		13,562		-		294		13,268
MH Corbin Holding LLC	(10.00% Cash, 3.00% PIK) Secured Debt	(5)		-		-		284		8,280		8		80		8,208
	Preferred Member Units	(5)		-		(1,170)		-		2,370		-		1,170		1,200
MSC Adviser I, LLC	Member Units	(8)		-		460		1,179		116,760		460		-		117,220
Mystic Logistics Holdings, LLC	12.00% Secured Debt	(6)		-		-		205		6,723		2		-		6,725
	Common Stock	(6)		-		(1,710)		476		8,990		-		1,710		7,280
OMi Holdings, Inc.	Common Stock	(8)		-		(1,550)		450		20,380		-		1,550		18,830
Pearl Meyer Topco LLC	12.00% Secured Debt	(6)		-		-		1,064		34,689		14		-		34,703
	12.00% Secured Debt	(6)		-		-		44		2,513		-		1,500		1,013
	Member Units	(6)		-		-		850		15,940		-		-		15,940
PPL RVs, Inc.	Common Stock	(8)		-		830		38		11,500		830		-		12,330
	(L+7.00%, Floor 0.50%) Secured Debt	(8)		-		(7)		236		11,806		13		207		11,612
Principle Environmental, LLC	13.00% Secured Debt	(8)		-		(62)		214		6,397		6		62		6,340
	Warrants	(8)		-		330		-		870		330		1,200		-
	Common Stock	(8)		-		(360)		-		-		1,200		360		840
	Preferred Member Units	(8)		-		(120)		-		10,500		-		120		10,380
Quality Lease Service, LLC	Member Units	(7)		-		(178)		-		4,460		-		578		3,882
Trantech Radiator Topco, LLC	Common Stock	(7)		-		(340)		29		6,030		-		340		5,690
	12.00% Secured Debt	(7)		-		-		267		8,644		5		-		8,649
Ziegler’s NYPD, LLC	6.50% Secured Debt	(8)		-		21		16		979		21		-		1,000
	Preferred Member Units	(8)		-		290		-		1,780		290		-		2,070
	14.00% Secured Debt	(8)		-		-		96		2,750		-		-		2,750
	12.00% Secured Debt	(8)		-		-		19		625		-		-		625
Other controlled investments
2717 MH, L.P.	LP Interests (2717 HPP-MS, L.P.)	(8)		-		-		-		250		-		-		250
	LP Interests (2717 MH, L.P.)	(8)		-		(65)		-		2,702		46		65		2,684
ASC Interests, LLC	Member Units	(8)		-		50		-		1,120		50		-		1,170
	13.00% Secured Debt	(8)		-		-		62		1,715		5		-		1,720
ASK (Analytical Systems Keco Holdings, LLC)	Preferred Member Units	(8)		-		(470)		-		3,200		-		470		2,730
	(L+10.00%, Floor 2.00%) Secured Debt	(8)		-		-		171		4,874		15		-		4,889
	Warrants	(8)		-		(10)		-		10		-		10		-

Table of Contents

ATS Workholding, LLC	5.00% Secured Debt	(9)		-		(123)		-		3,347		-		163		3,184
Barfly Ventures, LLC	7.00% Secured Debt	(5)		-		-		20		343		368		-		711
	Member Units	(5)		-		-		-		1,584		-		-		1,584
Bolder Panther Group, LLC	8.00% Class B Preferred Member Units	(9)		-		-		276		14,000		-		-		14,000
	(L+9.00%, Floor 1.50%) Secured Debt	(9)		-		-		744		27,225		14		-		27,239
	14.00% Class A Preferred Member Units	(9)		-		-		352		10,194		-		-		10,194
	(L+8.00%, Floor 1.50%) Secured Debt	(9)		-		-		15		-		500		-		500
Bond-Coat, Inc.	Common Stock	(8)		-		440		-		2,040		440		-		2,480
Brewer Crane Holdings, LLC	Preferred Member Units	(9)		-		(360)		337		5,850		-		360		5,490
	(L+10.00%, Floor 1.00%) Secured Debt	(9)		-		-		237		8,513		5		124		8,394
Bridge Capital Solutions Corporation	Preferred Member Units	(6)		-		-		25		1,000		-		-		1,000
	13.00% Secured Debt	(6)		-		-		33		998		1		-		999
	13.00% Secured Debt	(6)		-		-		457		8,403		170		-		8,573
	Warrants	(6)		-		120		-		3,220		120		-		3,340
CBT Nuggets, LLC	Member Units	(9)		-		-		-		46,080		-		-		46,080
Centre Technologies Holdings, LLC	(L+10.00%, Floor 2.00%) Secured Debt	(8)		-		-		363		11,549		16		1,753		9,813
	Preferred Member Units	(8)		-		-		30		6,160		-		-		6,160
Chamberlin Holding LLC	(L+8.00%, Floor 1.00%) Secured Debt	(8)		-		(8)		352		15,212		8		8		15,212
	Member Units	(8)		-		210		576		28,070		210		-		28,280
	Member Units	(8)		-		60		17		1,270		60		-		1,330
Charps, LLC	Preferred Member Units	(5)		-		800		141		10,520		800		-		11,320
	(8.67% Cash, 1.33% PIK) Unsecured Debt	(5)		-		(481)		356		8,475		146		904		7,718
	0.15 Secured Debt	(5)		-		-		4		669		-		669		-
Colonial Electric Company LLC	12.00% Secured Debt	(6)		-		-		378		-		24,948		-		24,948
	Preferred Member Units	(6)		-		-		-		-		7,680		-		7,680
Copper Trail Energy Fund I, LP - CTMH	LP Interests (CTMH, LP)	(9)		-		-		-		747		-		37		710
Digital Products Holdings LLC	(L+10.00%, Floor 1.00%) Secured Debt	(5)		-		-		502		18,077		11		330		17,758
	Preferred Member Units	(5)		-		-		50		9,835		-		-		9,835
Garreco, LLC	Member Units	(8)		-		260		-		1,410		260		-		1,670
	(L+8.00%, Floor 1.00%, Ceiling 1.50%) Secured Debt	(8)		-		-		102		4,519		-		-		4,519
Gulf Manufacturing, LLC	Member Units	(8)		-		140		154		4,510		140		-		4,650
Gulf Publishing Holdings, LLC	(5.25% Cash, 5.25% PIK) (L+9.50%, Floor 1.00%) Secured Debt	(8)		-		-		7		250		7		3		253
	(6.25% Cash, 6.25% PIK) Secured Debt	(8)		-		-		421		12,044		421		206		12,259
Harrison Hydra-Gen, Ltd.	Common Stock	(8)		-		(130)		-		5,450		-		130		5,320
J&J Services, Inc.	11.50% Secured Debt	(7)		-		(5)		373		12,800		5		5		12,800
	Preferred Stock	(7)		-		-		-		12,680		-		-		12,680
KBK Industries, LLC	Member Units	(5)		-		-		28		13,200		-		-		13,200
MS Private Loan Fund	LP Interests	(8)		-		-		-		-		142		-		142
	5.0% Unsecured Debt	(8)		-		-		111		-		8,422		-		8,422
MSC Income Fund Inc.	5.0% Unecured Debt	(8)		-		210		368		-		39,822		-		39,822
NAPCO Precast, LLC	Member Units	(8)		-		(530)		79		16,100		-		530		15,570
Nebraska Vet AcquireCo, LLC (NVS)	Preferred Member Units	(5)		-		-		-		6,500		-		-		6,500
	12.00% Secured Debt	(5)		-		-		326		10,395		5		-		10,400
NexRev LLC	Preferred Member Units	(8)		-		1,810		20		1,470		1,810		-		3,280
	11.00% Secured Debt	(8)		-		178		474		16,726		188		218		16,696
NRI Clinical Research, LLC	9.00% Secured Debt	(9)		-		(8)		135		5,620		8		8		5,620
	Warrants	(9)		-		40		-		1,490		40		-		1,530
	Member Units	(9)		-		150		136		5,600		150		-		5,750
NRP Jones, LLC	12.00% Secured Debt	(5)		-		-		62		2,080		-		-		2,080
	Member Units	(5)		-		419		(45)		2,821		419		-		3,240
NuStep, LLC	Preferred Member Units	(5)		-		610		-		10,780		610		-		11,390
	12.00% Secured Debt	(5)		-		-		529		17,193		10		-		17,203
Pegasus Research Group, LLC	Member Units	(8)		-		(560)		-		8,830		-		560		8,270
River Aggregates, LLC	Member Units	(8)		-		-		-		3,240		-		-		3,240
Tedder Industries, LLC	12.00% Secured Debt	(9)		-		-		482		16,301		17		1,600		14,718
	Preferred Member Units	(9)		-		-		-		8,136		-		-		8,136
	12.00% Secured Debt	(9)		-		-		(1)		-		-		-		-
UnionRock Energy Fund II, LP	LP Interests	(9)		-		520		-		2,894		1,895		-		4,788
Vision Interests, Inc.	13.00% Secured Debt	(9)		-		-		66		2,028		-		-		2,028
	Series A Preferred Stock	(9)		-		(160)		-		3,160		-		160		3,000
Other Amounts related to investments transferred to or from other 1940 Act classification during the period				-		-		-		-		-		-		-
Total Control Investments			$	(10,925)	$	14,261	$	24,025	$	1,113,725	$	126,139	$	46,901	$	1,192,964
Affiliate Investments
AAC Holdings, Inc.	(10.00% Cash, 8.00% PIK) Secured Debt	(7)	$	-	$	163	$	435	$	9,187	$	362	$	-	$	9,548
	Warrants	(7)		-		(1,136)		-		2,938		-		1,136		1,802
	Common Stock	(7)		-		(1,218)		-		3,148		-		1,218		1,930
	(L+11.00%, Floor 1.00%) Secured Debt	(7)		-		-		(16)		-		-		-		-
AFG Capital Group, LLC	Preferred Member Units	(8)		-		510		-		5,810		510		-		6,320
	10.00% Secured Debt	(8)		-		-		11		491		-		87		404
American Trailer Rental Group LLC	Member Units	(5)		-		1,870		-		16,010		1,870		-		17,880
BBB Tank Services, LLC	Member Units	(8)		-		-		-		280		-		-		280
	(L+11.00%, Floor 1.00%) Unsecured Debt	(8)		-		-		164		4,722		20		-		4,742
	PIK Preferred Stock (non-voting)	(8)		-		-		6		151		6		-		157
Boccella Precast Products LLC	Member Units	(6)		-		(290)		360		6,040		-		290		5,750
Buca C, LLC	(2.56% Cash, 7.69% PIK) (L+9.25%, Floor 1.00%) Secured Debt	(7)		-		(373)		362		14,256		-		373		13,883
CAI Software LLC	Member Units	(6)		-		410		(10)		7,190		410		-		7,600
	12.50% Secured Debt	(6)		-		(46)		1,489		47,474		46		3,399		44,121
Chandler Signs Holdings, LLC	Class A Units	(8)		-		(420)		-		1,460		-		420		1,040
Classic H&G Holdings, LLC	Preferred Member Units	(6)		-		1,670		320		9,510		1,670		-		11,180
	12.00% Secured Debt	(6)		-		(10)		758		24,800		10		10		24,800
Congruent Credit Opportunities Funds	LP Interests (Congruent Credit Opportunities Fund III, LP)	(8)		-		-		215		11,540		-		-		11,540

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	LP Interests (Fund II)	(8)		(4,449)		4,355		-		94		4,355		4,449		-
Copper Trail Energy Fund I, LP	LP Interests (Copper Trail Energy Fund I, LP)	(9)		-		61		91		1,782		61		-		1,843
Dos Rios Partners	LP Interests (Dos Rios Partners, LP)	(8)		-		(316)		-		5,417		-		316		5,101
	LP Interests (Dos Rios Partners - A, LP)	(8)		-		(100)		-		1,720		-		100		1,620
Dos Rios Stone Products LLC	Class A Preferred Units	(8)		-		(230)		-		1,250		-		230		1,020
East Teak Fine Hardwoods, Inc.	Common Stock	(7)		-		-		-		300		-		-		300
EIG Fund Investments	LP Interests (EIG Global Private Debt Fund-A, L.P.)	(8)		3		-		33		526		34		113		446
Freeport Financial SBIC Fund LP	LP Interests (Freeport First Lien Loan Fund III LP)	(5)		-		-		245		10,321		-		1,398		8,923
	LP Interests (Freeport Financial SBIC Fund LP)	(5)		-		-		-		5,264		-		-		5,264
GFG Group, LLC.	Preferred Member Units	(5)		-		-		-		-		4,900		-		4,900
	12.00% Secured Debt	(5)		-		-		315		-		15,588		-		15,588
Hawk Ridge Systems, LLC	10.00% Secured Debt	(9)		-		-		2		-		-		-		-
	10.00% Secured Debt	(9)		-		(8)		468		18,400		8		8		18,400
	Preferred Member Units	(9)		-		1,290		337		8,030		1,290		-		9,320
	Preferred Member Units	(9)		-		70		-		420		70		-		490
Houston Plating and Coatings, LLC	8.00% Unsecured Convertible Debt	(8)		-		-		60		2,900		-		-		2,900
	Member Units	(8)		-		(830)		1		5,080		-		830		4,250
HPEP 3, L.P.	LP Interests (HPEP 3, L.P.)	(8)		-		-		-		3,258		374		-		3,632
I-45 SLF LLC	Member Units (Fully diluted 20.0%; 24.40% profits interest) (8)	(8)		-		639		456		15,789		639		2,000		14,428
L.F. Manufacturing Holdings, LLC	PIK Preferred Member Units (non-voting)	(8)		-		-		3		93		3		-		96
	Member Units	(8)		-		-		-		2,050		-		-		2,050
OnAsset Intelligence, Inc.	PIK Unsecured Debt	(8)		-		-		2		64		3		2		66
	PIK Secured Debt	(8)		-		-		219		7,301		219		-		7,520
PCI Holding Company, Inc.	Preferred Stock	(9)		-		(203)		2,852		4,130		-		4,130		-
Rocaceia, LLC (Quality Lease and Rental Holdings, LLC)	12.00% Secured Debt	(8)		(357)		-		-		-		-		-		-
SI East, LLC (Stavig)	9.50% Secured Debt	(7)		-		(39)		768		32,963		39		3,789		29,213
	Preferred Member Units	(7)		-		380		0		9,780		380		-		10,160
Slick Innovations, LLC	Common Stock	(6)		-		180		-		1,330		180		-		1,510
	Warrants	(6)		-		40		-		360		40		-		400
	12.00% Secured Debt	(6)		-		(12)		185		5,720		12		172		5,560
Superior Rigging & Erecting Co.	Preferred Member Units	(7)		-		-		-		4,500		-		-		4,500
	12.00% Secured Debt	(7)		-		-		653		21,298		8		-		21,306
UniTek Global Services, Inc.	PIK Secured Debt	(6)		-		-		19		-		1,092		-		1,092
	PIK Preferred Stock	(6)		-		(52)		72		3,208		92		72		3,228
	(L+6.50% Floor 1.00%) Secured Debt	(6)		-		62		41		2,426		65		393		2,098
Volusion, LLC	11.50% Secured Debt	(8)		-		-		582		19,243		-		-		19,243
	Preferred Member Units	(8)		-		-		-		5,990		-		-		5,990
	8.00% Unsecured Convertible Debt	(8)		-		-		8		291		-		-		291
Other Amounts related to investments transferred to or from other 1940 Act classification during the period				-		-		-		-		-		-		-
Total Affiliate investments			$	(4,803)	$	6,417	$	11,505	$	366,301	$	34,356	$	24,934	$	375,723

(1)	The principal amount, the ownership detail for equity investments and if the investment is income producing is included in the consolidated schedule of investments.

(2)

(3)

(4)

(5)	Portfolio company located in the Midwest region as determined by location of the corporate headquarters. The fair value as of March 31, 2021 for control investments located in this region was $258,822. This represented 21.7% of

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net assets as of March 31, 2021. The fair value as of March 31, 2021 for affiliate investments located in this region was $52,555. This represented 14.0% of net assets as of March 31, 2021.

(6)

Portfolio company located in the Northeast region as determined by location of the corporate headquarters. The fair value as of March 31, 2021 for control investments located in this region was $112,201. This represented 9.4% of net assets as of March 31, 2021. The fair value as of March 31, 2021 for affiliate investments located in this region was $107,338. This represented 28.6% of net assets as of March 31, 2021.

(7)

Portfolio company located in the Southeast region as determined by location of the corporate headquarters. The fair value as of March 31, 2021 for control investments located in this region was $43,701. This represented 3.7% of net assets as of March 31, 2021. The fair value as of March 31, 2021 for affiliate investments located in this region was $92,642. This represented 24.7% of net assets as of March 31, 2021.

(8)

Portfolio company located in the Southwest region as determined by location of the corporate headquarters. The fair value as of March 31, 2021 for control investments located in this region was $492,297. This represented 41.3% of net assets as of March 31, 2021. The fair value as of March 31, 2021 for affiliate investments located in this region was $93,135. This represented 24.8% of net assets as of March 31, 2021.

(9)

Portfolio company located in the West region as determined by location of the corporate headquarters. The fair value as of March 31, 2021 for control investments located in this region was $285,943. This represented 24.0% of net assets as of March 31, 2021. The fair value as of March 31, 2021 for affiliate investments located in this region was $30,053. This represented 8.0% of net assets as of March 31, 2021.

(10)	All of the Company’s portfolio investments are generally subject to restrictions on resale as “restricted securities,” unless otherwise noted.

(11)

(12)	Investment has an unfunded commitment as of March 31, 2021 (see Note K). The fair value of the investment includes the impact of the fair value of any unfunded commitments.

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Quarterly Report on Form 10-Q contains forward-looking statements regarding the plans and objectives of management for future operations and which relate to future events or our future performance or financial condition. Any such forward-looking statements may involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and we cannot assure you that the projections included in these forward-looking statements will come to pass. Our actual results could differ materially from those expressed or implied by the forward-looking statements as a result of various factors, including, without limitation the factors referenced in Item 1A entitled “Risk Factors” below in Part 2 of this Quarterly Report on Form 10-Q, if any, and discussed in Item 1A entitled “Risk Factors” in Part I of our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission (“SEC”) on February 25, 2022 and elsewhere in this Quarterly Report on Form 10-Q and our other SEC filings. Other factors that could cause actual results to differ materially include changes in the economy and future changes in laws or regulations and conditions in our operating areas.

We have based the forward-looking statements included in this Quarterly Report on Form 10-Q on information available to us on the date of this Quarterly Report on Form 10-Q, and we assume no obligation to update any such forward-looking statements, unless we are required to do so by applicable law. However, you are advised to refer to any additional disclosures that we may make directly to you or through reports that we in the future may file with the SEC, including subsequent periodic and current reports.

This discussion should be read in conjunction with our consolidated financial statements as of December 31, 2021, and for the year then ended, and Management’s Discussion and Analysis of Financial Condition and Results of Operations, both contained in our Annual Report on Form 10-K for the year ended December 31, 2021, as well as the consolidated financial statements (unaudited) and notes to the consolidated financial statements (unaudited) contained in this report.

ORGANIZATION

Main Street Capital Corporation (“MSCC” or “Main Street”) is a principal investment firm. MSCC wholly owns several investment funds, including Main Street Mezzanine Fund, LP (“MSMF”) and Main Street Capital III, LP (“MSC III” and, together with MSMF, the “Funds”), and each of their general partners. MSCC has certain direct and indirect wholly owned subsidiaries that have elected to be taxable entities (the “Taxable Subsidiaries”). The primary purpose of the Taxable Subsidiaries is to permit MSCC to hold equity investments in portfolio companies which are “pass-through” entities for tax purposes.

COVID-19 UPDATE

The COVID-19 pandemic and its effect on the U.S. and global economies, including the current related impacts to supply chain delays, labor and material availability and price increases, has had, and threatens to continue to have, adverse consequences for our business and operating results, and the businesses and operating results of our portfolio companies. During the quarter ended March 31, 2022, we continued to work collectively with our employees and portfolio companies to navigate these significant challenges. Neither our management team nor our Board of Directors is able to predict the full impact of the COVID-19 pandemic, including its duration and the magnitude of its economic and societal impact. As such, while we will continue to monitor the evolving situation, we are unable to predict with any certainty the extent to which these events, or any future impacts related to the pandemic, will negatively affect our portfolio companies’ operating results and financial condition or the impact that such disruptions may have on our results of operations and financial condition in the future.

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OVERVIEW OF OUR BUSINESS

Our principal investment objective is to maximize our portfolio’s total return by generating current income from our debt investments and current income and capital appreciation from our equity and equity-related investments, including warrants, convertible securities and other rights to acquire equity securities in a portfolio company. We seek to achieve our investment objective through our lower middle market (“LMM”), Private Loan (as defined below), and middle market (“Middle Market”) investment strategies. Our LMM investment strategy involves investments in companies that generally have annual revenues between $10 million and $150 million and our LMM portfolio investments generally range in size from $5 million to $75 million. Our Middle Market investment strategy involves investments in companies that are generally larger in size than our LMM companies, with annual revenues typically between $150 million and $1.5 billion, and our Middle Market investments generally range in size from $3 million to $25 million. Our private loan (“Private Loan”) investment strategy involves investments in companies that are consistent with the size of the companies in our LMM and Middle Market investment strategies, and our Private Loan investments generally range in size from $10 million to $75 million.

We seek to fill the financing gap for LMM businesses, which, historically, have had limited access to financing from commercial banks and other traditional sources. The underserved nature of the LMM creates the opportunity for us to meet the financing needs of LMM companies while also negotiating favorable transaction terms and equity participations. Our ability to invest across a company’s capital structure, from secured loans to equity securities, allows us to offer portfolio companies a comprehensive suite of financing options, or a “one stop” financing solution. Providing customized, “one stop” financing solutions is important to LMM portfolio companies. We generally seek to partner directly with entrepreneurs, management teams and business owners in making our investments. Our LMM portfolio debt investments are generally secured by a first lien on the assets of the portfolio company and typically have a term of between five and seven years from the original investment date.

Private Loan investments generally consist of loans that have been originated directly by us or through strategic relationships with other investment funds on a collaborative basis and are often referred to in the debt markets as “club deals.” Our Private Loan portfolio debt investments are generally secured by a first priority lien on the assets of the portfolio company and typically have a term of between three and seven years from the original investment date.

Our Middle Market portfolio investments primarily consist of direct investments in or secondary purchases of interest-bearing syndicated loans or debt securities in privately held companies based in the United States that are generally larger in size than the companies included in our LMM portfolio. Our Middle Market portfolio debt investments are generally secured by a first priority lien on the assets of the portfolio company and typically have an expected duration of between three and seven years from the original investment date.

Our other portfolio (“Other Portfolio”) investments primarily consist of investments that are not consistent with the typical profiles for our LMM, Private Loan or Middle Market portfolio investments, including investments which may be managed by third parties. In our Other Portfolio, we may incur indirect fees and expenses in connection with investments managed by third parties, such as investments in other investment companies or private funds.

Subject to changes in our cash and overall liquidity, our Investment Portfolio may also include short-term portfolio investments that are atypical of our LMM, Private Loan and Middle Market portfolio investments in that they are intended to be a short-term deployment of capital. These assets are typically expected to be liquidated in one year or less and are not expected to be a significant portion of the overall Investment Portfolio.

Our external asset management business is conducted through MSC Adviser I, LLC (the “External Investment Manager”). We have entered into an agreement with the External Investment Manager to share employees in connection with its asset management business generally, and specifically for its relationship with MSC Income Fund, Inc. (“MSC Income”) and its other clients. Through this agreement, we share employees with the External Investment Manager, including their related infrastructure, business relationships, management expertise and capital raising capabilities.

Our portfolio investments are generally made through MSCC, the Taxable Subsidiaries and the Funds. MSCC, the Taxable Subsidiaries and the Funds share the same investment strategies and criteria, although they are subject to different regulatory regimes. An investor’s return in MSCC will depend, in part, on the Taxable Subsidiaries’ and the Funds’ investment returns as they are wholly owned subsidiaries of MSCC.

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The level of new portfolio investment activity will fluctuate from period to period based upon our view of the current economic fundamentals, our ability to identify new investment opportunities that meet our investment criteria, and our ability to consummate the identified opportunities. The level of new investment activity, and associated interest and fee income, will directly impact future investment income. In addition, the level of dividends paid by portfolio companies and the portion of our portfolio debt investments on non-accrual status will directly impact future investment income. While we intend to grow our portfolio and our investment income over the long term, our growth and our operating results may be more limited during depressed economic periods. However, we intend to appropriately manage our cost structure and liquidity position based on applicable economic conditions and our investment outlook. The level of realized gains or losses and unrealized appreciation or depreciation on our investments will also fluctuate depending upon portfolio activity, economic conditions and the performance of our individual portfolio companies. The changes in realized gains and losses and unrealized appreciation or depreciation could have a material impact on our operating results.

Because we are internally managed, we do not pay any external investment advisory fees, but instead directly incur the operating costs associated with employing investment and portfolio management professionals. We believe that our internally managed structure provides us with a better alignment of interests between our management team, our employees and our shareholders, and a beneficial operating expense structure when compared to other publicly traded and privately held investment firms which are externally managed. Our internally managed structure allows us the opportunity to leverage our non-interest operating expenses as we grow our Investment Portfolio and our External Investment Manager’s asset management business. The ratio of our total operating expenses, excluding interest expense, as a percentage of our quarterly average total assets was 1.5% and 1.4%, respectively, for the trailing twelve months ended March 31, 2022 and 2021, and 1.5% for the year ended December 31, 2021. The ratio of our total operating expenses, including interest expense, as a percentage of our quarterly average total assets was 3.3% for each of the trailing twelve months ended March 31, 2022 and 2021 and 3.4% for the year ended December 31, 2021. Our ratio of expenses as a percentage of our average net asset value is described in greater detail in “Note F – Financial Highlights” to the consolidated financial statements included in “Item 1. Consolidated Financial Statements” of this Quarterly Report on Form 10-Q.

The External Investment Manager earns management fees based on the assets of the funds and accounts under management and may earn incentive fees, or a carried interest, based on the performance of the funds and accounts managed. The total contribution of the External Investment Manager to our net investment income consists of the combination of the expenses allocated to the External Investment Manager and the dividend income earned from the External Investment Manager. The total contribution to our net investment income was $5.1 million and $3.6 million for the three months ended March 31, 2022 and 2021, respectively. The External Investment Manager earned base management fee income of $5.4 million and $3.9 million during the three months ended March 31, 2022 and 2021, respectively. During the three months ended March 31, 2022, the External Investment Manager earned $0.1 million in incentive fee income. No incentive fee income was earned in the three months ended March 31, 2021. During the three months ended March 31, 2022, the External Investment Manager earned $0.2 million in administrative services fee income. No administrative services fee income was earned in the three months ended March 31, 2021. Our total expenses are net of expenses allocated to the External Investment Manager for the three months ended March 31, 2022 and 2021 of $2.8 million and $2.4 million, respectively.

Additionally, the External Investment Manager has entered into an Investment Management Agreement with MS Private Loan Fund I, LP, a private investment fund with a strategy to co-invest with Main Street in Private Loan portfolio investments (the “Private Loan Fund”), pursuant to which the External Investment Manager provides investment advisory and management services to the Private Loan Fund in exchange for an asset-based fee and certain incentive fees.

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We have received an exemptive order from the SEC permitting co-investments among us, MSC Income and other funds and clients advised by the External Investment Manager in certain negotiated transactions where co-investing would otherwise be prohibited under the 1940 Act. We have made co-investments with, and in the future intend to continue to make co-investments with MSC Income, the Private Loan Fund and other clients advised by the External Investment Manager, in accordance with the conditions of the order. The order requires, among other things, that we and the External Investment Manager consider whether each such investment opportunity is appropriate for us and the External Investment Manager’s advised clients, as applicable, and if it is appropriate, to propose an allocation of the investment opportunity between such parties. Because the External Investment Manager may receive performance-based fee compensation from funds and clients advised by the External Investment Manager, this may provide the Company and the External Investment Manager an incentive to allocate opportunities to other participating funds and clients instead of us. However, both we and the External Investment Manager have policies and procedures in place to manage this conflict, including oversight by the independent members of our Board of Directors. Additional information regarding the operation of the co-investment program is set forth in the order granting exemptive relief, which may be reviewed on the SEC’s website at www.sec.gov. In addition to the co-investment program described above, we also co-invest in syndicated deals and other transactions where price is the only negotiated point by us and our affiliates.

INVESTMENT PORTFOLIO SUMMARY

The following tables provide a summary of our investments in the LMM, Private Loan and Middle Market portfolios as of March 31, 2022 and December 31, 2021 (this information excludes the Other Portfolio investments, short-term portfolio investments and the External Investment Manager which are discussed further below):


	As of March 31, 2022
	LMM (a)			Private Loan			Middle Market

	(dollars in millions)
Number of portfolio companies		75			79			36
Fair value	$	1,795.5		$	1,260.7		$	397.3
Cost	$	1,513.8		$	1,273.6		$	443.8
Debt investments as a % of portfolio (at cost)		71.7	%		95.8	%		93.3	%
Equity investments as a % of portfolio (at cost)		28.3	%		4.2	%		6.7	%
% of debt investments at cost secured by first priority lien		99.0	%		99.4	%		98.7	%
Weighted-average annual effective yield (b)		11.1	%		8.2	%		7.6	%
Average EBITDA (c)	$	6.2		$	41.3		$	76.0

(a)	At March 31, 2022, we had equity ownership in all of our LMM portfolio companies, and the average fully diluted equity ownership in those portfolio companies was approximately 40%.

(b)

The weighted-average annual effective yields were computed using the effective interest rates for all debt investments at cost as of March 31, 2022, including amortization of deferred debt origination fees and accretion of original issue discount but excluding fees payable upon repayment of the debt instruments and any debt investments on non-accrual status. The weighted-average yield on our debt portfolio as of March 31, 2022 including debt investments on non-accrual status was 10.6% for our LMM portfolio, 8.0% for our Private Loan portfolio and 7.1% for our Middle Market portfolio. The weighted-average annual effective yield is not reflective of what an investor in shares of our common stock will realize on its investment because it does not reflect changes in the market value of our stock, our utilization of debt capital in our capital structure, our expenses or any sales load paid by an investor.

(c)

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metric for our investments in these portfolio companies, and those portfolio companies whose primary purpose is to own real estate.


	As of December 31, 2021
	LMM (a)			Private Loan			Middle Market

	(dollars in millions)
Number of portfolio companies		73			75			36
Fair value	$	1,716.4		$	1,141.8		$	395.2
Cost	$	1,455.7		$	1,157.5		$	440.9
Debt investments as a % of portfolio (at cost)		70.9	%		95.7	%		93.3	%
Equity investments as a % of portfolio (at cost)		29.1	%		4.3	%		6.7	%
% of debt investments at cost secured by first priority lien		99.0	%		98.7	%		98.7	%
Weighted-average annual effective yield (b)		11.2	%		8.2	%		7.5	%
Average EBITDA (c)	$	6.2		$	41.3		$	76.0

(a)	At December 31, 2021, we had equity ownership in all of our LMM portfolio companies, and the average fully diluted equity ownership in those portfolio companies was approximately 40%.

(b)

The weighted-average annual effective yields were computed using the effective interest rates for all debt investments at cost as of December 31, 2021, including amortization of deferred debt origination fees and accretion of original issue discount but excluding fees payable upon repayment of the debt instruments and any debt investments on non-accrual status. The weighted-average yield on our debt portfolio as of December 31, 2021 including debt investments on non-accrual status was 10.6% for our LMM portfolio, 8.0% for our Private Loan portfolio and 6.9% for our Middle Market portfolio. The weighted-average annual effective yield is not reflective of what an investor in shares of our common stock will realize on its investment because it does not reflect changes in the market value of our stock, our utilization of debt capital in our capital structure, our expenses or any sales load paid by an investor.

(c)

The average EBITDA is calculated using a simple average for the LMM portfolio and a weighted-average for the Private Loan and Middle Market portfolios. These calculations exclude certain portfolio companies, including three LMM portfolio companies, three Private Loan portfolio companies and one Middle Market portfolio company, as EBITDA is not a meaningful valuation metric for our investments in these portfolio companies, and those portfolio companies whose primary purpose is to own real estate.

For the three months ended March 31, 2022 and 2021, we achieved an annualized total return on investments of 11.8% and 12.8%, respectively. For the year ended December 31, 2021, we achieved an annualized total return on investments of 16.6%. Total return on investments is calculated using the interest, dividend, and fee income, as well as the realized and unrealized change in fair value of the Investment Portfolio for the specified period. Our total return on investments is not reflective of what an investor in shares of our common stock will realize on its investment because it does not reflect changes in the market value of our stock, our utilization of leverage or debt capital in our capital structure, our expenses or any sales load paid by an investor.

As of March 31, 2022, we had Other Portfolio investments in 13 companies, collectively totaling approximately $102.4 million in fair value and approximately $109.9 million in cost basis and which comprised approximately 2.8% and 3.3% of our Investment Portfolio at fair value and cost, respectively. As of December 31, 2021, we had Other Portfolio investments in 13 companies, collectively totaling approximately $166.1 million in fair value and approximately $173.7 million in cost basis and which comprised approximately 4.7% and 5.3% of our Investment Portfolio at fair value and cost, respectively.

As of March 31, 2022, we had one short-term portfolio investment, which was a secured debt investment that had approximately $2.0 million in both fair value and in cost basis and which comprised approximately 0.1% of our Investment Portfolio at both fair value and cost. As of December 31, 2021, we had Other Portfolio investments in 13 companies, collectively totaling approximately $166.1 million in fair value and approximately $173.7 million in cost basis and which comprised approximately 4.7% and 5.3% of our Investment Portfolio at fair value and cost, respectively.

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As previously discussed, the External Investment Manager is a wholly owned subsidiary that is treated as a portfolio investment. As of March 31, 2022, this investment had a fair value of approximately $132.9 million and a cost basis of $29.5 million, which comprised approximately 3.6% and 0.9% of our Investment Portfolio at fair value and cost, respectively. As of December 31, 2021, this investment had a fair value of approximately $140.4 million and a cost basis of $29.5 million, which comprised approximately 3.9% and 0.9% of our Investment Portfolio at fair value and cost, respectively.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements and related disclosures in conformity with generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the periods reported. Actual results could materially differ from those estimates. Critical accounting policies are those that require management to make subjective or complex judgments about the effect of matters that are inherently uncertain and may change in subsequent periods. Changes that may be required in the underlying assumptions or estimates in these areas could have a material impact on our current and future financial condition and results of operations.

Management has discussed the development and selection of each critical accounting policy and estimate with the Audit Committee of the Board of Directors. Our critical accounting policies and estimates include the Investment Portfolio Valuation and Revenue Recognition policies described below. Our significant accounting policies are described in greater detail in “Note B – Summary of Significant Accounting Policies” to the consolidated financial statements included in “Item 1. Consolidated Financial Statements” of this Quarterly Report on Form 10-Q.

Investment Portfolio Valuation

The most significant determination inherent in the preparation of our consolidated financial statements is the valuation of our Investment Portfolio and the related amounts of unrealized appreciation and depreciation. We consider this determination to be a critical accounting estimate, given the significant judgments and subjective measurements required. As of both March 31, 2022 and December 31, 2021, our Investment Portfolio valued at fair value represented approximately 97% of our total assets. We are required to report our investments at fair value. We follow the provisions of FASB ASC 820, Fair Value Measurements and Disclosures (“ASC 820”). ASC 820 defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value and enhances disclosure requirements for fair value measurements. ASC 820 requires us to assume that the portfolio investment is to be sold in the principal market to independent market participants, which may be a hypothetical market. Market participants are defined as buyers and sellers in the principal market that are independent, knowledgeable and willing and able to transact. See “Note B.1.—Valuation of the Investment Portfolio” in the notes to consolidated financial statements for a detailed discussion of our investment portfolio valuation process and procedures.

Due to the inherent uncertainty in the valuation process, our determination of fair value for our Investment Portfolio may differ materially from the values that would have been determined had a ready market for the securities existed. In addition, changes in the market environment, portfolio company performance and other events that may occur over the lives of the investments may cause the gains or losses ultimately realized on these investments to be materially different than the valuations currently assigned. We determine the fair value of each individual investment and record changes in fair value as unrealized appreciation or depreciation.

In December 2020, the SEC adopted Rule 2a-5 under the 1940 Act, which permits a BDC’s board of directors to designate its executive officers or investment adviser as a valuation designee to determine the fair value for its investment portfolio, subject to the active oversight of the board. Our Board of Directors has approved policies and procedures pursuant to Rule 2a-5 (the “Valuation Procedures”) and has designated a group of our executive officers to serve as the Board’s valuation designee. We adopted the Valuation Procedures effective April 1, 2021. We believe our Investment Portfolio as of March 31, 2022 and December 31, 2021 approximates fair value as of those dates based on the markets in which we operate and other conditions in existence on those reporting dates.

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Revenue Recognition

Interest and Dividend Income

We record interest and dividend income on the accrual basis to the extent amounts are expected to be collected. Dividend income is recorded as dividends are declared by the portfolio company or at the point an obligation exists for the portfolio company to make a distribution. In accordance with our valuation policies, we evaluate accrued interest and dividend income periodically for collectability. When a loan or debt security becomes 90 days or more past due, and if we otherwise do not expect the debtor to be able to service all of its debt or other obligations, we will generally place the loan or debt security on non-accrual status and cease recognizing interest income on that loan or debt security until the borrower has demonstrated the ability and intent to pay contractual amounts due. If a loan or debt security’s status significantly improves regarding the debtor’s ability to service the debt or other obligations, or if a loan or debt security is sold or written off, we remove it from non-accrual status.

Fee Income

We may periodically provide services, including structuring and advisory services, to our portfolio companies or other third parties. For services that are separately identifiable and evidence exists to substantiate fair value, fee income is recognized as earned, which is generally when the investment or other applicable transaction closes. Fees received in connection with debt financing transactions for services that do not meet these criteria are treated as debt origination fees and are deferred and accreted into income over the life of the financing.

Payment-in-Kind (“PIK”) Interest and Cumulative Dividends

We hold certain debt and preferred equity instruments in our Investment Portfolio that contain PIK interest and cumulative dividend provisions. The PIK interest, computed at the contractual rate specified in each debt agreement, is periodically added to the principal balance of the debt and is recorded as interest income. Thus, the actual collection of this interest may be deferred until the time of debt principal repayment. Cumulative dividends are recorded as dividend income, and any dividends in arrears are added to the balance of the preferred equity investment. The actual collection of these dividends in arrears may be deferred until such time as the preferred equity is redeemed or sold. To maintain RIC tax treatment (as discussed in “Note B.9. – Income Taxes” in the notes to the consolidated financial statements), these non-cash sources of income may need to be paid out to stockholders in the form of distributions, even though we may not have collected the PIK interest and cumulative dividends in cash. We stop accruing PIK interest and cumulative dividends and write off any accrued and uncollected interest and dividends in arrears when we determine that such PIK interest and dividends in arrears are no longer collectible. For the three months ended March 31, 2022 and 2021 (i) approximately 1.2% and 3.8%, respectively, of our total investment income was attributable to PIK interest income not paid currently in cash and (ii) approximately 1.1% and 0.7%, respectively, of our total investment income was attributable to cumulative dividend income not paid currently in cash.

INVESTMENT PORTFOLIO COMPOSITION

The following tables summarize the composition of our total combined LMM portfolio investments, Private Loan portfolio investments and Middle Market portfolio investments at cost and fair value by type of investment as a percentage of the total combined LMM portfolio investments, Private Loan portfolio investments and Middle Market portfolio investments as of March 31, 2022 and December 31, 2021 (this information excludes the Other Portfolio, short-term portfolio investments and the External Investment Manager).


Cost:	March 31, 2022		December 31, 2021
First lien debt	83.5	%	82.5	%
Equity	15.6	%	16.2	%
Second lien debt	0.3	%	0.6	%
Equity warrants	0.2	%	0.3	%
Other	0.4	%	0.4	%
	100.0	%	100.0	%

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Fair Value:	March 31, 2022		December 31, 2021
First lien debt	74.8	%	74.3	%
Equity	24.3	%	24.6	%
Second lien debt	0.3	%	0.5	%
Equity warrants	0.2	%	0.2	%
Other	0.4	%	0.4	%
	100.0	%	100.0	%

Our LMM portfolio investments, Private Loan portfolio investments and Middle Market portfolio investments carry a number of risks including: (1) investing in companies which may have limited operating histories and financial resources; (2) holding investments that generally are not publicly traded and which may be subject to legal and other restrictions on resale; and (3) other risks common to investing in below investment grade debt and equity investments in our Investment Portfolio. Please see “Risk Factors—Risks Related to our Investments” contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 for a more complete discussion of the risks involved with investing in our Investment Portfolio.

PORTFOLIO ASSET QUALITY

We utilize an internally developed investment rating system to rate the performance of each LMM portfolio company and to monitor our expected level of returns on each of our LMM investments in relation to our expectations for the portfolio company. The investment rating system takes into consideration various factors, including each investment’s expected level of returns, the collectability of our debt investments and the ability to receive a return of the invested capital in our equity investments, comparisons to competitors and other industry participants, the portfolio company’s future outlook and other factors that are deemed to be significant to the portfolio company.

As of March 31, 2022, our total Investment Portfolio had nine investments on non-accrual status, which comprised approximately 0.6% of its fair value and 3.1% of its cost. As of December 31, 2021, our total Investment Portfolio had nine investments on non-accrual status, which comprised approximately 0.7% of its fair value and 3.3% of its cost.

The operating results of our portfolio companies are impacted by changes in the broader fundamentals of the United States economy. In periods during which the United States economy contracts, it is likely that the financial results of small to mid-sized companies, like those in which we invest, could experience deterioration or limited growth from current levels, which could ultimately lead to difficulty in meeting their debt service requirements, to an increase in defaults on our debt investments or in realized losses on our investments and to difficulty in maintaining historical dividend payment rates and unrealized appreciation on our equity investments. Consequently, we can provide no assurance that the performance of certain portfolio companies will not be negatively impacted by future economic cycles or other conditions, which could also have a negative impact on our future results.

DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS

Comparison of the three months ended March 31, 2022 and 2021


	Three Months Ended
	March 31,				Net Change
	2022		2021		Amount		%

	(dollars in thousands)
Total investment income	$	79,395	$	62,807	$	16,588	26	%
Total expenses		(27,183)		(23,050)		(4,133)	18	%
Net investment income		52,212		39,757		12,455	31	%
Net realized gain (loss) from investments		3,336		(15,730)		19,066	NM
Net unrealized appreciation (depreciation) from investments		14,752		34,001		(19,249)	NM
Income tax benefit (provision)		(5,097)		(682)		(4,415)	NM
Net increase in net assets resulting from operations	$	65,203	$	57,346	$	7,857	14	%

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	Three Months Ended
	March 31,				Net Change
	2022		2021		Amount		%

	(dollars in thousands, except per share amounts)
Net investment income	$	52,212	$	39,757	$	12,455	31	%
Share‑based compensation expense		2,818		2,333		485	21	%
Distributable net investment income(a)	$	55,030	$	42,090	$	12,940	31	%
Net investment income per share—Basic and diluted	$	0.73	$	0.58	$	0.15	26	%
Distributable net investment income per share—Basic and diluted(a)	$	0.77	$	0.62	$	0.15	24	%

NM	Net Change % not meaningful

(a)

Distributable net investment income is net investment income as determined in accordance with U.S. GAAP, excluding the impact of share-based compensation expense which is non-cash in nature. We believe presenting distributable net investment income and related per share amounts is useful and appropriate supplemental disclosure of information for analyzing our financial performance since share-based compensation does not require settlement in cash. However, distributable net investment income is a non-U.S. GAAP measure and should not be considered as a replacement to net investment income and other earnings measures presented in accordance with U.S. GAAP. Instead, distributable net investment income should be reviewed only in connection with such U.S. GAAP measures in analyzing our financial performance. A reconciliation of net investment income in accordance with U.S. GAAP to distributable net investment income is presented in the table above.

Investment Income

Total investment income for the three months ended March 31, 2022 was $79.4 million, a 26% increase from the $62.8 million of total investment income for the corresponding period of 2021. The following table provides a summary of the changes in the comparable period activity.


	Three Months Ended
	March 31,				Net Change
	2022		2021		Amount		%

		(dollars in thousands)
Interest income	$	59,441	$	43,471	$	15,970	37	%	(a)
Dividend income		16,622		17,697		(1,075)	(6)	%	(b)
Fee income		3,332		1,639		1,693	103	%	(c)
Total investment income	$	79,395	$	62,807	$	16,588	26	%	(d)

(a)

The increase in interest income was primarily due to higher average levels of Investment Portfolio debt investments following (i) net origination activity in our LMM portfolio of $348.6 million and $57.2 million for the year ended December 31, 2021 and three months ended March 31, 2022, respectively, and (ii) net origination activity in our Private Loan portfolio of $370.3 million and $114.3 million for the year ended December 31, 2021 and three months ended March 31, 2022, respectively.

(b)

The decrease in dividend income from Investment Portfolio equity investments was primarily a result of a $2.9 million decrease related to dividend income considered to be less consistent or non-recurring, partially offset by improved operating results, financial condition and liquidity positions of certain of our portfolio companies.

(c)	The increase in fee income was primarily related to (i) a $1.2 million increase related to higher originations of Investment Portfolio investments as discussed above and (ii) a $0.5 million increase from refinancing and prepayment of debt investments.

(d)

The increase in total investment income includes a net reduction in the impact of certain income considered less consistent or non-recurring, including a $2.9 million decrease in dividend income, partially offset by a $0.7 million increase in accelerated prepayment, repricing and other activity related to certain Investment Portfolio debt investments.

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Expenses

Total expenses for the three months ended March 31, 2022 were $27.2 million, an 18% increase from the $23.1 million in the corresponding period of 2021. The following table provides a summary of the changes in the comparable period activity.


	Three Months Ended
	March 31,				Net Change
	2022		2021		Amount		%

		(dollars in thousands)
Employee compensation expenses	$	7,544	$	6,072	$	1,472	24	%	(a)
Deferred compensation plan expense		(275)		246		(521)	(212)	%	(b)
Total compensation expense		7,269		6,318		951	15	%
G&A expense		3,226		2,975		251	8	%
Interest expense		16,687		13,804		2,883	21	%	(c)
Share-based compensation expense		2,818		2,333		485	21	%
Gross expenses		30,000		25,430		4,570	18	%
Allocation of expenses to the External Investment Manager		(2,817)		(2,380)		(437)	18	%
Total expenses	$	27,183	$	23,050	$	4,133	18	%

(a)	The increase in compensation expense is primarily related to increased headcount, base compensation rates and incentive compensation accruals.

(b)

The change in the non-cash deferred compensation plan expense was due to the comparable period reduction to compensation expense resulting from a decrease in the fair value of deferred compensation plan assets and corresponding liabilities in the first quarter of 2022 compared to an increase in such fair value in the corresponding period of 2021.

(c)

The increase in interest expense was primarily related to increased leverage levels to support our investment activity. These borrowings include an aggregate of $500.0 million in principal amount of our 3.00% Notes (as defined in “—Liquidity and Capital Resources—Capital Resources” below) issued in January and October 2021.

Net Investment Income

Net investment income for the three months ended March 31, 2022 increased 31% to $52.2 million, or $0.73 per share, compared to net investment income of $39.8 million, or $0.58 per share, for the corresponding period of 2021. The increase in net investment income was principally attributable to the increase in total investment income, partially offset by higher operating expenses, both as discussed above. The increase in net investment income per share reflects these changes, and the impact of the increase in weighted average shares outstanding for the three months ended March 31, 2022, primarily due to shares issued through the ATM Program (as defined in “—Liquidity and Capital Resources—Capital Resources” below), shares issued pursuant to our equity incentive plans and shares issued pursuant to our dividend reinvestment plan. The increase in net investment income on a per share basis includes (i) a $0.03 per share decrease in investment income considered less consistent or non-recurring and (ii) a decrease in compensation expense of $0.01 per share resulting from the comparable period difference in the fair value of deferred compensation plan assets and corresponding liabilities, both of which are discussed above.

Distributable Net Investment Income

Distributable net investment income for the three months ended March 31, 2022 increased 31% to $55.0 million, or $0.77 per share, compared with $42.1 million, or $0.62 per share, in the corresponding period of 2021. The increase in distributable net investment income was primarily due to the increased level of total investment income, partially offset by higher operating expenses, excluding share-based compensation expense, both as discussed above, and the net impact of the increase in weighted average shares outstanding for the three months ended March 31, 2022, primarily due to shares issued through the ATM Program (as defined in “—Liquidity and Capital Resources—Capital Resources” below), shares issued pursuant to our equity incentive plans and shares issued pursuant to our dividend reinvestment plan. The increase in distributable net investment income on a per share basis includes (i) a decrease in investment income considered less consistent or non-recurring and (ii) a decrease in compensation expense resulting

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from the comparable period difference in the fair value of deferred compensation plan assets and corresponding liabilities, both of which are discussed above.

Net Realized Gain (Loss) from Investments

The following table provides a summary of the primary components of the total net realized gain on investments of $3.3 million for the three months ended March 31, 2022:


	Three Months Ended March 31, 2022
	Full Exits			Partial Exits			Restructures			Other (a)		Total (a)
	Net Gain/(Loss)		# of Investments	Net Gain/(Loss)		# of Investments	Net Gain/(Loss)		# of Investments	Net Gain/(Loss)		Net Gain/(Loss)

	(dollars in thousands)
LMM Portfolio	$	-	-	$	-	-	$	-	-	$	(8)	$	(8)
Private Loan Portfolio		1,560	1		-	-		-	-		(31)		1,529
Middle Market Portfolio		-	-		-	-		-	-		-		-
Other Portfolio		-	-		1,531	2		-	-		240		1,771
Short-term Portfolio		-	-		-	-		-	-		44		44
Total net realized gain/(loss)	$	1,560	1	$	1,531	2	$	-	-	$	245	$	3,336

(a)	Other activity includes realized gains and losses from transactions involving four portfolio companies which are not considered to be significant individually or in the aggregate.

Net Unrealized Appreciation (Depreciation)

The following table provides a summary of the total net unrealized appreciation of $14.8 million for the three months ended March 31, 2022:


	Three Months Ended March 31, 2022
			Private		Middle
	LMM(a)		Loan		Market		Other			Total

	(dollars in millions)
Accounting reversals of net unrealized (appreciation) depreciation recognized in prior periods due to net realized (gains / income) losses recognized during the current period	$	0.3	$	(0.7)	$	(0.1)	$	(1.7)		$	(2.2)
Net unrealized appreciation (depreciation) relating to portfolio investments		20.7		3.2		(0.6)		(6.3)	(b)		17.0
Total net unrealized appreciation (depreciation) relating to portfolio investments	$	21.0	$	2.5	$	(0.7)	$	(8.0)		$	14.8

(a)	Includes unrealized appreciation on 24 LMM portfolio investments and unrealized depreciation on 13 LMM portfolio investments.

(b)

Includes (i) $7.5 million of unrealized depreciation relating to the External Investment Manager and (ii) $0.4 million of unrealized depreciation relating to the Main Street Capital Corporation Deferred Compensation Plan (see “Related Party Transactions and Agreements” below), partially offset by $1.6 million of net unrealized appreciation relating to the Other Portfolio.

Income Tax Benefit (Provision)

The income tax provision for the three months ended March 31, 2022 of $5.1 million principally consisted of (i) a deferred tax provision of $3.8 million, which is primarily the result of the net activity relating to our portfolio investments held in our Taxable Subsidiaries, including changes in loss carryforwards, changes in net unrealized appreciation/depreciation and other temporary and permanent book-tax differences, and (ii) a current tax provision of $1.3 million related to a $0.7 million provision for excise tax on our estimated undistributed taxable income and a $0.6 million provision for current U.S. federal and state income taxes. The income tax provision for the three months ended March 31, 2021 of $0.7 million principally consisted of a current tax provision of $0.6 million related to a $0.3 million provision for current U.S. federal and state income taxes and a $0.3 million provision for excise tax on our estimated undistributed taxable income.

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Net Increase (Decrease) in Net Assets Resulting from Operations

The net increase in net assets resulting from operations for the three months ended March 31, 2022 was $65.2 million, or $0.91 per share, compared with $57.3 million, or $0.84 per share, during the three months ended March 31, 2021. The tables above provide a summary of the reasons for the change in net increase in net assets resulting from operations for the three months ended March 31, 2022 as compared to the three months ended March 31, 2021.

Liquidity and Capital Resources

This “Liquidity and Capital Resources” section should be read in conjunction with the “COVID-19 Update” section above.

Cash Flows

For the three months ended March 31, 2022, we realized a net decrease in cash and cash equivalents of $14.7 million, which is the net result of $49.7 million of cash used in our operating activities, partially offset by $35.0 million of cash provided by our financing activities.

The $49.7 million of cash used in our operating activities resulted primarily from (i) cash uses totaling $315.4 million for the funding of new and follow-on portfolio company investments and settlement of accruals for portfolio investments existing as of December 31, 2021 and (ii) $23.8 million related to changes in other assets and liabilities, partially offset by (i) cash proceeds totaling $238.9 million from the sales and repayments of debt investments and sales of and return on capital from equity investments and (ii) cash flows that we generated from the operating profits earned totaling $50.6 million, which is our distributable net investment income, excluding the non-cash effects of the accretion of unearned income, payment-in-kind interest income, cumulative dividends and the amortization expense for deferred financing costs.

The $35.0 million of cash provided by our financing activities principally consisted of (i) $63.5 million in net cash proceeds from our ATM Program (described below) and direct stock purchase plan and (ii) $18.0 million in net proceeds from the Credit Facility, partially offset by $46.5 million in cash dividends paid to stockholders.

Capital Resources

As of March 31, 2022, we had $18.0 million in cash and cash equivalents and $517.0 million of unused capacity under the Credit Facility, before considering the accordion feature discussed below, which we maintain to support our investment and operating activities. As of March 31, 2022, our net asset value totaled $1,873.7 million, or $25.89 per share.

The Credit Facility provides additional liquidity to support our investment and operational activities. As of March 31, 2022, the Credit Facility included total commitments of $855.0 million from a diversified group of 18 lenders, held a maturity date in April 2026 and contained an accordion feature which allowed us to increase the total commitments under the facility to up to $1.2 billion from new and existing lenders on the same terms and conditions as the existing commitments. As of March 31, 2022, borrowings under the Credit Facility bore interest, subject to our election and resetting on a monthly basis on the first of each month, on a per annum basis at a rate equal to the applicable LIBOR rate (0.2% as of the most recent reset date for the period ended March 31, 2022) plus (i) 1.875% (or the applicable base rate (Prime Rate of 3.50% as of March 31, 2022) plus 0.875%) as long as we meet certain agreed upon excess collateral and maximum leverage requirements or (ii) 2.0% (or the applicable base rate plus 1.0%) otherwise. We pay unused commitment fees of 0.25% per annum on the unused lender commitments under the Credit Facility. The Credit Facility is secured by a first lien on the assets of MSCC and its subsidiaries, excluding the equity ownership or assets of the Funds and the External Investment Manager. As of March 31, 2022, the Credit Facility contained certain affirmative and negative covenants, including but not limited to: (i) maintaining minimum liquidity, (ii) maintaining an interest coverage ratio of at least 2.0 to 1.0, (iii) maintaining a 1940 Act asset coverage ratio of at least 1.5 to 1.0, (iv) maintaining a minimum tangible net worth and (v) maintaining a minimum asset coverage ratio of 200% with respect to the consolidated assets (with certain limitations on the contribution of equity in financing subsidiaries as specified therein) of MSCC and the guarantors under the Credit Facility to the secured debt of MSCC and the guarantors. As of March 31, 2022, we had $338.0 million in borrowings outstanding under the Credit Facility, the

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interest rate on the Credit Facility was 2.1% (based on the LIBOR rate of 0.2% as of the most recent reset date of March 1, 2022 plus 1.875%) and we were in compliance with all financial covenants of the Credit Facility.

Through the Funds, we have the ability to issue SBIC debentures guaranteed by the SBA at favorable interest rates and favorable terms and conditions. Under existing SBIC regulations, SBA-approved SBICs under common control have the ability to issue debentures guaranteed by the SBA up to a regulatory maximum amount of $350.0 million. Under existing SBA-approved commitments, we had $350.0 million of outstanding SBIC debentures guaranteed by the SBA as of March 31, 2022 through our wholly owned SBICs, which bear a weighted-average annual fixed interest rate of approximately 2.9%, paid semiannually, and mature ten years from issuance. The first maturity related to our SBIC debentures occurs in 2023, and the weighted-average remaining duration is approximately 5.9 years as of March 31, 2022. Debentures guaranteed by the SBA have fixed interest rates that equal prevailing 10-year Treasury Note rates plus a market spread and have a maturity of ten years with interest payable semiannually. The principal amount of the debentures is not required to be paid before maturity, but may be pre-paid at any time with no prepayment penalty. We expect to maintain SBIC debentures under the SBIC program in the future, subject to periodic repayments and borrowings, in an amount up to the regulatory maximum amount for affiliated SBIC funds.

In November 2017, we issued $185.0 million in aggregate principal amount of 4.50% unsecured notes due December 1, 2022 (the “4.50% Notes”) at an issue price of 99.16%. The 4.50% Notes are unsecured obligations and rank pari passu with our current and future unsecured obligations and rank pari passu with our current and future unsecured indebtedness; senior to any of our future indebtedness that expressly provides it is subordinated to the 4.50% Notes; effectively subordinated to all of our existing and future secured indebtedness, to the extent of the value of the assets securing such indebtedness, including borrowings under our Credit Facility; and structurally subordinated to all existing and future indebtedness and other obligations of any of our subsidiaries, including without limitation, the indebtedness of the Funds. The 4.50% Notes may be redeemed in whole or in part at any time at our option subject to certain make-whole provisions. The 4.50% Notes bear interest at a rate of 4.50% per year payable semiannually on June 1 and December 1 of each year. We may from time to time repurchase the 4.50% Notes in accordance with the 1940 Act and the rules promulgated thereunder. As of March 31, 2022, the outstanding principal balance of the 4.50% Notes was $185.0 million.

The indenture governing the 4.50% Notes (the “4.50% Notes Indenture”) contains certain covenants, including covenants requiring our compliance with (regardless of whether we are subject to) the asset coverage requirements set forth in Section 18(a)(1)(A) as modified by Section 61(a)(1) of the 1940 Act, as well as covenants requiring us to provide financial information to the holders of the 4.50% Notes and the trustee if we cease to be subject to the reporting requirements of the Exchange Act. These covenants are subject to limitations and exceptions that are described in the 4.50% Notes Indenture. As of March 31, 2022, we were in compliance with these covenants.

In April 2019, we issued $250.0 million in aggregate principal amount of 5.20% unsecured notes due May 1, 2024 (the “5.20% Notes”) at an issue price of 99.125%. Subsequently, in December 2019, we issued an additional $75.0 million in aggregate principal amount of the 5.20% Notes at an issue price of 105.0%. Also, in July 2020, we issued an additional $125.0 million in aggregate principal amount of the 5.20% Notes at an issue price of 102.674%. The 5.20% Notes issued in December 2019 and July 2020 have identical terms as, and are a part of a single series with, the 5.20% Notes issued in April 2019. The aggregate net proceeds from the 5.20% Notes issuances were used to repay a portion of the borrowings outstanding under the Credit Facility. The 5.20% Notes are unsecured obligations and rank pari passu with our current and future unsecured indebtedness; senior to any of our future indebtedness that expressly provides it is subordinated to the 5.20% Notes; effectively subordinated to all of our existing and future secured indebtedness, to the extent of the value of the assets securing such indebtedness, including borrowings under our Credit Facility; and structurally subordinated to all existing and future indebtedness and other obligations of any of our subsidiaries, including without limitation, the indebtedness of the Funds. The 5.20% Notes may be redeemed in whole or in part at any time at our option subject to certain make-whole provisions. The 5.20% Notes bear interest at a rate of 5.20% per year payable semiannually on May 1 and November 1 of each year. We may from time to time repurchase the 5.20% Notes in accordance with the 1940 Act and the rules promulgated thereunder. As of March 31, 2022, the outstanding principal balance of the 5.20% Notes was $450.0 million.

The indenture governing the 5.20% Notes (the “5.20% Notes Indenture”) contains certain covenants, including covenants requiring our compliance with (regardless of whether we are subject to) the asset coverage requirements set forth in Section 18(a)(1)(A) as modified by Section 61(a)(1) of the 1940 Act, as well as covenants requiring us to

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provide financial information to the holders of the 5.20% Notes and the trustee if we cease to be subject to the reporting requirements of the Exchange Act. These covenants are subject to limitations and exceptions that are described in the 5.20% Notes Indenture. As of March 31, 2022, we were in compliance with these covenants.

In January 2021, we issued $300.0 million in aggregate principal amount of 3.00% unsecured notes due July 14, 2026 (the “3.00% Notes”) at an issue price of 99.004%. In October 2021, we issued an additional $200.0 million in aggregate principal amount of the 3.00% Notes at an issue price of 101.741%. The 3.00% Notes issued in October 2021 have identical terms as, and are a part of a single series with, the 3.00% Notes issued in January 2021. The 3.00% Notes are unsecured obligations and rank pari passu with our current and future unsecured indebtedness; senior to any of our future indebtedness that expressly provides it is subordinated to the 3.00% Notes; effectively subordinated to all of our existing and future secured indebtedness, to the extent of the value of the assets securing such indebtedness, including borrowings under our Credit Facility; and structurally subordinated to all existing and future indebtedness and other obligations of any of our subsidiaries, including without limitation, the indebtedness of the Funds. The 3.00% Notes may be redeemed in whole or in part at any time at our option subject to certain make whole provisions. The 3.00% Notes bear interest at a rate of 3.00% per year payable semiannually on January 14 and July 14 of each year. We may from time to time repurchase the 3.00% Notes in accordance with the 1940 Act and the rules promulgated thereunder. As of March 31, 2022, the outstanding principal balance of the 3.00% Notes was $500.0 million.

The indenture governing the 3.00% Notes (the “3.00% Notes Indenture”) contains certain covenants, including covenants requiring our compliance with (regardless of whether we are subject to) the asset coverage requirements set forth in Section 18(a)(1)(A) as modified by Section 61(a)(1) of the 1940 Act, as well as covenants requiring us to provide financial information to the holders of the 3.00% Notes and the trustee if we cease to be subject to the reporting requirements of the Exchange Act. These covenants are subject to limitations and exceptions that are described in the 3.00% Notes Indenture. As of March 31, 2022, we were in compliance with these covenants.

We maintain a program with certain selling agents through which we can sell shares of our common stock by means of at-the-market offerings from time to time (the “ATM Program”). During the three months ended March 31, 2022, we sold 1,499,577 shares of our common stock at a weighted-average price of $42.82 per share and raised $64.2 million of gross proceeds under the ATM Program. Net proceeds were $63.4 million after commissions to the selling agents on shares sold and offering costs. As of March 31, 2022, sales transactions representing 118,227 shares had not settled and are not included in shares issued and outstanding on the face of the consolidated balance sheet but are included in the weighted average shares outstanding in the consolidated statement of operations and in the shares used to calculate net asset value per share. During the three months ended March 31, 2022, we entered into new distribution agreements to sell up to 15,000,000 shares through the ATM Program. As of March 31, 2022, 14,370,489 shares remained available for sale under the ATM Program.

During the year ended December 31, 2021, we sold 2,332,795 shares of our common stock at a weighted-average price of $42.71 per share and raised $99.6 million of gross proceeds under the ATM Program. Net proceeds were $98.4 million after commissions to the selling agents on shares sold and offering costs.

We anticipate that we will continue to fund our investment activities through existing cash and cash equivalents, cash flows generated through our ongoing operating activities, utilization of available borrowings under our Credit Facility, and a combination of future issuances of debt and equity capital. Our primary uses of funds will be investments in portfolio companies, operating expenses and cash distributions to holders of our common stock.

We periodically invest excess cash balances into marketable securities and idle funds investments. The primary investment objective of marketable securities and idle funds investments is to generate incremental cash returns on excess cash balances prior to utilizing those funds for investment in our LMM, Private Loan and Middle Market portfolio investments. Marketable securities and idle funds investments generally consist of debt investments, independently rated debt investments, certificates of deposit with financial institutions, diversified bond funds and publicly traded debt and equity investments. We may also invest in short-term portfolio investments that are atypical of our LMM, Private Loan and Middle Market portfolio investments in that they are intended to be a short-term deployment of capital and are more liquid than investments within the other portfolios. Short-term portfolio investments consist primarily of investments in secured debt investments and independently rated debt investments.

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If our common stock trades below our net asset value per share, we will generally not be able to issue additional common stock at the market price, unless our stockholders approve such a sale and our Board of Directors makes certain determinations. We did not seek stockholder authorization to sell shares of our common stock below the then current net asset value per share of our common stock at our 2022 annual meeting of stockholders, and have not sought such authorization since 2012, because our common stock price per share has generally traded significantly above the net asset value per share of our common stock since 2011. We would therefore need future approval from our stockholders to issue shares below the then current net asset value per share.

In order to satisfy the Code requirements applicable to a RIC, we intend to distribute to our stockholders, after consideration and application of our ability under the Code to carry forward certain excess undistributed taxable income from one tax year into the next tax year, substantially all of our taxable income.

In addition, as a BDC, we generally are required to meet a coverage ratio, or BDC asset coverage ratio, of total assets to total senior securities, which include borrowings and any preferred stock we may issue in the future, of at least 200% (or 150% if certain requirements are met). In January 2008, we received an exemptive order from the SEC to exclude SBA-guaranteed debt securities issued by the Funds and any other wholly owned subsidiaries of ours which operate as SBICs from the BDC asset coverage ratio, which, in turn, enables us to fund more investments with debt capital. In May 2022, our stockholders also approved the application of the reduced BDC asset coverage ratio. As a result, the BDC asset coverage ratio applicable to us decreased from 200% to 150% effective May 3, 2022. As of March 31, 2022, our BDC asset coverage ratio was 227%.

Although we have been able to secure access to additional liquidity, including through the Credit Facility, public debt issuances, leverage available through the SBIC program and equity offerings, there is no assurance that debt or equity capital will be available to us in the future on favorable terms, or at all.

Recently Issued or Adopted Accounting Standards

From time to time, new accounting pronouncements are issued by the FASB or other standards setting bodies that are adopted by us as of the specified effective date. We believe that the impact of recently issued standards and any that are not yet effective will not have a material impact on our consolidated financial statements upon adoption. For a description of recently issued or adopted accounting standards, see “Note B.13 – Recently Issued or Adopted Accounting Standards” to the consolidated financial statements included in this Quarterly Report on Form 10-Q.

Inflation

Inflation has not historically had a significant effect on our results of operations in any of the reporting periods presented herein. However, our portfolio companies have experienced, specifically including over the last few quarters as a result of the COVID-19 pandemic, recent geopolitical events and the related supply chain and labor issues, and may continue to experience, the increasing impacts of inflation on their operating results, including periodic escalations in their costs for labor, raw materials and third-party services and required energy consumption. These issues and challenges related to inflation are receiving significant attention from our investment teams and the management teams of our portfolio companies as we work to manage these growing challenges. Prolonged or more severe impacts of inflation to our portfolio companies could continue to impact their operating profits and, thereby, increase their borrowing costs, and as a result negatively impact their ability to service their debt obligations and/or reduce their available cash for distributions. In addition, these factors could have a negative impact on the fair value of our investments in these portfolio companies. The combined impacts of these impacts in turn could negatively affect our results of operations.

Off-Balance Sheet Arrangements

We may be a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financial needs of our portfolio companies. These instruments include commitments to extend credit and fund equity capital and involve, to varying degrees, elements of liquidity and credit risk in excess of the amount recognized in the balance sheet. At March 31, 2022, we had a total of $272.2 million in outstanding commitments comprised of (i) 72 investments with commitments to fund revolving loans that had not been fully drawn or term loans with additional commitments not yet funded and (ii) ten investments with equity capital commitments that had not been fully called.

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Contractual Obligations

As of March 31, 2022, the future fixed commitments for cash payments in connection with our SBIC debentures, the 4.50% Notes, the 5.20% Notes, the 3.00% Notes and rent obligations under our office lease for each of the next five years and thereafter are as follows (dollars in thousands):


	2022		2023		2024		2025		2026		Thereafter		Total
3.00% Notes due 2026	$	—	$	—	$	—	$	—	$	500,000	$	—	$	500,000
Interest due on 3.00% Notes due 2026		7,517		15,000		15,000		15,000		15,000		—		67,517
5.20% Notes due 2024		—		—		450,000		—		—		—		450,000
Interest due on 5.20% Notes due 2024		23,400		23,400		11,700		—		—		—		58,500
SBIC debentures		—		16,000		63,800		—		—		270,200		350,000
Interest due on SBIC debentures		5,166		9,899		8,455		7,228		7,228		15,565		53,541
4.50% Notes due 2022		185,000		—		—		—		—		—		185,000
Interest due on 4.50% Notes due 2022		8,325		—		—		—		—		—		8,325
Operating Lease Obligation (1)		593		804		818		832		846		933		4,826
Total	$	230,001	$	65,103	$	549,773	$	23,060	$	523,074	$	286,698	$	1,677,709

(1)	Operating Lease Obligation means a rent payment obligation under a lease classified as an operating lease and disclosed pursuant to ASC 842, as may be modified or supplemented.

As of March 31, 2022, we had $338.0 million in borrowings outstanding under our Credit Facility, and the Credit Facility is scheduled to mature in April 2026.

Related Party Transactions and Agreements

As discussed further above, the External Investment Manager is treated as a wholly owned portfolio company of MSCC and is included as part of our Investment Portfolio. At March 31, 2022, we had a receivable of approximately $5.7 million due from the External Investment Manager, which included $3.5 million related primarily to operating expenses incurred by us as required to support the External Investment Manager’s business and amounts due from the External Investment Manager to Main Street under a tax sharing agreement (see further discussion in “Note B.9 – Income Taxes” and “Note D – External Investment Manager” in the notes to the consolidated financial statements) and $2.3 million of dividends declared but not paid by the External Investment Manager. We have entered into an agreement with the External Investment Manager to share employees in connection with its asset management business generally, and specifically for the External Investment Manager’s relationship with MSC Income and its other clients. See “Note A.1 – Organization” and “Note D – External Investment Manager” in the notes to the consolidated financial statements for more information regarding the External Investment Manager.

From time to time, we may make investments in clients of the External Investment Manager in the form of debt or equity capital on terms approved by our Board of Directors. In January 2021, we entered into a Term Loan Agreement with MSC Income (the “Term Loan Agreement”). The Term Loan Agreement was unanimously approved by our Board, including each director who is not an “interested person,” as such term is defined in Section 2(a)(19) of the 1940 Act and the board of directors of MSC Income, including each director who is not an “interested person” of MSC Income or the External Investment Manager. The Term Loan Agreement initially provided for a term loan of $40.0 million to MSC Income, bearing interest at a fixed rate of 5.00% per annum, and maturing in January 2026. The Term Loan Agreement was amended in July 2021 to provide for borrowings up to an additional $35.0 million, $20.0 million of which was funded upon signing of the amendment and $15.0 million available in two additional advances during the six months following the amendment date. Borrowings under the Term Loan Agreement were expressly subordinated and junior in right of payment to all secured indebtedness of MSC Income. In October 2021, MSC Income fully repaid all borrowings outstanding under the Term Loan Agreement and the Term Loan Agreement was extinguished.

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In May 2022, we purchased 94,697 shares of common stock of MSC Income from MSC Income at the price shares were purchased by MSC Income stockholders pursuant to MSC Income’s dividend reinvestment plan for its May dividend on such date. In addition, certain of our officers and employees own shares of MSC Income and therefore have direct pecuniary interests in MSC Income. As of March 31, 2022, we did not own any shares of MSC Income. Our purchase of MSC Income common stock was unanimously approved by the Board and MSC Income’s 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 each board.

In December 2020, the External Investment Manager entered into an Investment Management Agreement with the Private Loan Fund, pursuant to which the External Investment Manager provides investment advisory and management services to the Private Loan Fund in exchange for an asset-based fee and certain incentive fees. The Private Loan Fund is a private investment fund exempt from registration under the 1940 Act that co-invests with Main Street in Main Street’s Private Loan investment strategy. In connection with the Private Loan Fund’s initial closing in December 2020, we committed to contribute up to $10.0 million as a limited partner and will be entitled to distributions on such interest. In February 2022, Main Street increased its total commitment to the Private Loan Fund from $10.0 million to $15.0 million. In addition, certain of our officers and employees (and certain of their immediate family members) have made capital commitments to the Private Loan Fund as limited partners and therefore have direct pecuniary interests in the Private Loan Fund. As of March 31, 2022, we have funded approximately $7.5 million of our limited partner commitment and our unfunded commitment was approximately $7.5 million. Our limited partner commitment to the Private Loan Fund was unanimously approved by our 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.

Additionally, we provided the Private Loan Fund with a revolving line of credit pursuant to an Unsecured Revolving Promissory Note, dated February 5, 2021 and was subsequently amended on November 30, 2021 and on December 29, 2021 (as amended, the “PL Fund 2021 Note”), in an aggregate amount equal to the amount of limited partner capital commitments to the Private Loan Fund up to $85.0 million. Borrowings under the PL Fund 2021 Note bore interest at a fixed rate of 5.00% per annum and matured on February 28, 2022. The PL Fund 2021 Note was unanimously approved by our 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. In February 2022, the Private Loan Fund fully repaid all borrowings outstanding under the PL Fund 2021 Note and the PL Fund 2021 Note was extinguished.

In March 2022, we provided the Private Loan Fund with a new revolving line of credit pursuant to a Secured Revolving Promissory Note, dated March 17, 2022 (the “PL Fund 2022 Note”), which provides for borrowings up to $10.0 million. Borrowings under the PL Fund 2022 Note bear interest at a fixed rate of 5.00% per annum and mature on date upon which the Private Loan Fund’s investment period concludes, which is scheduled to occur in March 2026. Available borrowings under the PL Fund 2022 Note are subject to a 0.25% non-use fee. The PL Fund 2022 Note was unanimously approved by our 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. As of March 31, 2022, there were no borrowings outstanding under the PL Fund 2022 Note.

In November 2015, our Board of Directors approved and adopted the Main Street Capital Corporation Deferred Compensation Plan (the “2015 Deferred Compensation Plan”). The 2015 Deferred Compensation Plan became effective on January 1, 2016 and replaced the Deferred Compensation Plan for Non-Employee Directors previously adopted by the Board of Directors in June 2013 (the “2013 Deferred Compensation Plan”). Under the 2015 Deferred Compensation Plan, non-employee directors and certain key employees may defer receipt of some or all of their cash compensation and directors’ fees, subject to certain limitations. Individuals participating in the 2015 Deferred Compensation Plan receive distributions of their respective balances based on predetermined payout schedules or other events as defined by the plan and are also able to direct investments made on their behalf among investment alternatives permitted from time to time under the plan, including phantom Main Street stock units. As of March 31, 2022, $16.5 million of compensation and dividend reinvestments, plus net unrealized gains and losses and investment income and minus distributions had been deferred under the 2015 Deferred Compensation Plan (including amounts previously deferred under the 2013 Deferred Compensation Plan). Of this amount, $7.3 million had been deferred into phantom Main Street stock units, representing 162,040 shares of our common stock. Any amounts deferred under the plan represented by phantom Main Street stock units will not be issued or included as outstanding on the consolidated statements of changes in net assets until such shares are actually distributed to the participant in accordance with the plan, but the related phantom stock units are included in weighted average shares outstanding with the related dollar amount of the deferral included in total expenses in Main Street’s consolidated statements of operations as earned. The dividend amounts related to additional phantom

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stock units are included in the statements of changes in net assets as an increase to dividends to stockholders offset by a corresponding increase to additional paid-in capital.

Recent Developments

In May 2022, we declared a supplemental cash dividend of $0.075 per share payable in June 2022. This supplemental cash dividend is in addition to the previously announced regular monthly cash dividends that we declared for the second quarter of 2022 of $0.215 per share for each of April, May and June 2022.

In May 2022, we also declared regular monthly dividends of $0.215 per share for each month of July, August and September of 2022. These regular monthly dividends equal a total of $0.645 per share for the third quarter of 2022, representing a 4.9% increase from the regular monthly dividends paid in the third quarter of 2021. Including the regular monthly and supplemental dividends declared for the second and third quarters of 2022, we will have paid $34.26 per share in cumulative dividends since our October 2007 initial public offering.

As previously disclosed, in February 2022, our Board unanimously approved the application of the reduced BDC asset coverage ratio, effective as of February 23, 2023 unless approved earlier by a vote of our stockholders. At our 2022 annual meeting of stockholders (the “Annual Meeting”) on May 2, 2022, our stockholders approved the application of the reduced BDC asset coverage ratio, effective the day after the Annual Meeting. As a result, the BDC asset coverage ratio applicable to us decreased from 200% to 150% effective May 3, 2022. As of March 31, 2022, our asset coverage ratio was 227%.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are subject to financial market risks, including changes in interest rates, and changes in interest rates may affect both our interest expense on the debt outstanding under our Credit Facility and our interest income from portfolio investments. Our risk management systems and procedures are designed to identify and analyze our risk, to set appropriate policies and limits and to continually monitor these risks. Our investment income will be affected by changes in various interest rates, including LIBOR and prime rates, to the extent that any debt investments include floating interest rates. See “Risk Factors—Risks Related to our Investments — Changes relating to the LIBOR calculation process, the phase-out of LIBOR and the use of replacement rates for LIBOR may adversely affect the value of our portfolio securities.”, “Risk Factors — Risks Related to our Investments — We are subject to risks associated with the current interest rate environment and changes in interest rates will affect our cost of capital, net investment income and the value of our investments.” and “Risk Factors — Risks Related to Leverage — Because we borrow money, the potential for gain or loss on amounts invested in us is magnified and may increase the risk of investing in us.” included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 for more information regarding risks associated with our debt investments and borrowings that utilize LIBOR as a reference rate.

The majority of our debt investments are made with either fixed interest rates or floating rates that are subject to contractual minimum interest rates for the term of the investment. As of March 31, 2022, approximately 73% of our debt investment portfolio (at cost) bore interest at floating rates, 93% of which were subject to contractual minimum interest rates. Our interest expense will be affected by changes in the published LIBOR rate in connection with our Credit Facility; however, the interest rates on our outstanding SBIC debentures, 4.50% Notes, 5.20% Notes and 3.00% Notes, which collectively comprise the majority of our outstanding debt, are fixed for the life of such debt. As of March 31, 2022, we had not entered into any interest rate hedging arrangements. Due to our limited use of derivatives, we have claimed an exclusion from the definition of the term “commodity pool operator” under the Commodity Exchange Act and, therefore, are not subject to registration or regulation as a pool operator under such Act. The following table shows the approximate annualized increase or decrease in the components of net investment income due

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to hypothetical base rate changes in interest rates, assuming no changes in our investments and borrowings as of March 31, 2022.


	Increase		(Increase)		Increase		Increase
	(Decrease)		Decrease		(Decrease) in Net		(Decrease) in Net
	in Interest		in Interest		Investment		Investment
Basis Point Change	Income		Expense		Income		Income per Share

	(dollars in thousands, except per share amounts)
(150)	$	(1,327)	$	811	$	(516)	$	(0.01)
(100)		(1,315)		811		(504)		(0.01)
(50)		(1,028)		811		(217)		—
(25)		(683)		811		128		—
25		2,919		(845)		2,074		0.03
50		6,623		(1,690)		4,933		0.07
75		11,105		(2,535)		8,570		0.12
100		15,830		(3,380)		12,450		0.17
125		20,704		(4,225)		16,479		0.23
150		25,625		(5,070)		20,555		0.28

The hypothetical results assume that all LIBOR and prime rate changes would be effective on the first day of the period. However, the contractual LIBOR and prime rate reset dates would vary throughout the period, on either a monthly or quarterly basis, for both our investments and our Credit Facility. The hypothetical results would also be impacted by the changes in the amount of debt outstanding under our Credit Facility (with an increase (decrease) in the debt outstanding under the Credit Facility resulting in an (increase) decrease in the hypothetical interest expense).

Item 4. Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer, President, Chief Financial Officer, Chief Compliance Officer and Chief Accounting Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act). Based on that evaluation, our Chief Executive Officer, President, Chief Financial Officer, Chief Compliance Officer and Chief Accounting Officer have concluded that our current disclosure controls and procedures are effective in timely alerting them of material information relating to us that is required to be disclosed in the reports we file or submit under the Exchange Act. There have been no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

We may, from time to time, be involved in litigation arising out of our operations in the normal course of business or otherwise. Furthermore, third parties may seek to impose liability on us in connection with the activities of our portfolio companies. While the outcome of any current legal proceedings cannot at this time be predicted with certainty, we do not expect any current matters will materially affect our financial condition or results of operations; however, there can be no assurance whether any pending legal proceedings will have a material adverse effect on our financial condition or results of operations in any future reporting period.

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the risk factors described in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which could materially affect our business, financial condition and/or operating results. There have been no material changes to the risk factors as previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

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The risks described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the three months ended March 31, 2022, we issued 114,043 shares of our common stock under our dividend reinvestment plan. These issuances were not subject to the registration requirements of the Securities Act of 1933, as amended. The aggregate value of the shares of common stock issued during the three months ended March 31, 2022 under the dividend reinvestment plan was approximately $4.8 million.

Upon vesting of restricted stock awarded pursuant to our employee equity compensation plan, shares may be withheld to meet applicable tax withholding requirements. Any withheld shares are treated as common stock purchases by the Company in our consolidated financial statements as they reduce the number of shares received by employees upon vesting (see “Purchase of vested stock for employee payroll tax withholding” in the consolidated statements of changes in net assets for share amounts withheld).

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Item 6. Exhibits

Listed below are the exhibits which are filed as part of this report (according to the number assigned to them in Item 601 of Regulation S-K):


Exhibit Number		Description of Exhibit
10.1	*	Form of Equity Distribution Agreement dated March 3, 2022 (previously filed as Exhibit 1.1 to Main Street Capital Corporation’s Current Report on Form 8-K filed on March 4, 2022 (File No. 1-33723)).
10.2	*	Main Street Capital Corporation 2022 Equity and Incentive Plan (previously filed as Exhibit 4.4 to Main Street Capital Corporation’s Registration Statement on Form S-8 filed on May 3, 2022 (Reg. No. 333-264643)).
10.3	*	Main Street Capital Corporation 2022 Non-Employee Director Restricted Stock Plan (previously filed as Exhibit 4.5 to Main Street Capital Corporation’s Registration Statement on Form S-8 filed on May 3, 2022 (Reg. No. 333-264643)).
10.4	*	Form of Restricted Stock Agreement — Main Street Capital Corporation 2022 Equity and Incentive Plan (previously filed as Exhibit 4.6 to Main Street Capital Corporation’s Registration Statement on Form S-8 filed on May 3, 2022 (Reg. No. 333-264643)).
10.5	*	Form of Restricted Stock Agreement — Main Street Capital Corporation 2022 Non-Employee Director Restricted Stock Plan (previously filed as Exhibit 4.7 to Main Street Capital Corporation’s Registration Statement on Form S-8 filed on May 3, 2022 (Reg. No. 333-264643)).
31.1		Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
31.2		Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
32.1		Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
32.2		Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).

*	Exhibit previously filed with the Securities and Exchange Commission, as indicated, and incorporated herein by reference.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	Main Street Capital Corporation
	/s/ DWAYNE L. HYZAK
Date: May 6, 2022	Dwayne L. Hyzak
	Chief Executive Officer
	(principal executive officer)
	/s/ JESSE E. MORRIS
Date: May 6, 2022	Jesse E. Morris
	Chief Financial Officer and Chief Operating Officer
	(principal financial officer)
	/s/ LANCE A. PARKER
Date: May 6, 2022	Lance A. Parker
	Vice President and Chief Accounting Officer
	(principal accounting officer)

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