UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

__________________________________________________________________________

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) September 9, 2025

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MSC Income Fund, Inc.

(Exact name of registrant as specified in its charter)


Maryland	814-00939	45-3999996
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


1300 Post Oak Boulevard, 8th Floor, Houston, Texas	77056
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (713) 350-6000

Not Applicable

___________________________________________________________________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the

registrant under any of the following provisions:


o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 $0.001 per share	MSIF	New York Stock Exchange
		NYSE Texas

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act

of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

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. o

Item 5.07Submission of Matters to a Vote of Security Holders.

On September 9, 2025, MSC Income Fund, Inc. (the “Company”) held its 2025 annual meeting of stockholders

(the “Annual Meeting”). The issued and outstanding shares of stock of the Company entitled to vote at the Annual

Meeting consisted of the 47,148,802 shares of common stock outstanding on the record date, May 30, 2025. The common

stockholders of the Company voted on two matters at the Annual Meeting. The final voting results from the Annual

Meeting are as follows:

(1)A proposal to elect each of the four members of the Company’s board of directors (the “Board”) for a term of one

year:


Nominee	Votes For	Authority Withheld or Abstained from Voting
Robert L. Kay	23,269,458	1,777,036
John O. Niemann, Jr.	23,325,105	1,721,389
Jeffrey B. Walker	23,336,338	1,710,156
Dwayne L. Hyzak	23,663,521	1,382,973

(2)A proposal to authorize flexibility for the Company, with the approval of the Board, to offer and sell shares of the

Company’s common stock at a price below net asset value per share during the next 12 months following stockholder

approval, subject to certain limitations described in the definitive proxy statement for the Annual Meeting (the “Below-

NAV Share Issuance Proposal”):


	Votes For	Votes Against	Abstentions
All Stockholders	19,079,318	4,177,869	1,789,307
Excluding Affiliates	17,490,634	4,177,869	1,789,307

The number of votes cast in favor of the Below-NAV Share Issuance Proposal represents both: (1) a majority of

the outstanding voting securities of the Company entitled to vote at the Annual Meeting; and (2) a majority of the

outstanding voting securities of the Company entitled to vote at the Annual Meeting that are not held by affiliated persons

of the Company. For purposes of the Below-NAV Share Issuance Proposal, the Investment Company Act of 1940, as

amended, defines a “majority of the outstanding voting securities” as the vote of the lesser of: (1) 67% or more of the

voting securities of the Company present at the Annual Meeting, if the holders of more than 50% of the outstanding voting

securities of the Company are present or represented by proxy; or (2) more than 50% of the outstanding voting securities of

the Company.

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 hereunto duly authorized.


	MSC Income Fund, Inc.

Date: September 9, 2025	By:	/s/ Cory E. Gilbert
		Name: Cory E. Gilbert
		Title: Chief Financial Officer

MSC INCOME FUND, INC. 8-K