Main Street Capital CORPMAIN

Main Street Capital CORP Stock Compensation Disclosure

10-KFiled Feb 27, 20263 min read
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 (“RSAs”), 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 2022 Equity and Incentive Plan (the “Equity and Incentive Plan”). These shares generally vest over a three-year or five-year period from the grant date. The fair value is expensed over the service period, starting on the grant date. A summary of 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 December 31, 2025 is as follows:
Restricted stock authorized under the plan5,000,000 
Less net restricted stock granted(1,474,397)
Restricted stock available for issuance as of December 31, 2025
3,525,603 
Main Street’s Board of Directors approves the issuance of shares of restricted stock to Main Street non-employee directors pursuant to the Main Street Capital Corporation 2022 Non-Employee Director Restricted Stock Plan. These shares are granted upon appointment or election of non-employee directors 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. A summary of the restricted stock issuances approved by Main Street’s Board of Directors under the 2022 Non-Employee Director Restricted Stock Plan, net of shares forfeited, if any, and the remaining shares of restricted stock available for issuance as of December 31, 2025 is as follows:
Restricted stock authorized under the plan300,000 
Less net restricted stock granted(14,455)
Restricted stock available for issuance as of December 31, 2025
285,545 
For the years ended December 31, 2025, 2024 and 2023, Main Street recognized total share-based compensation expense of $21.4 million, $18.8 million and $16.5 million, respectively, related to the restricted stock issued to Main Street employees and non-employee directors.
Summarized RSA activity for the year ended December 31, 2025 is as follows:
Year Ended December 31, 2025
NumberWeighted-Average Grant-Date Fair Value
Restricted Stock Awards (RSAs):of Shares(per share)
Non-vested, December 31, 2024
1,039,417 $43.62 
Granted (1)457,557 57.72 
Vested (1)(2)
(473,147)43.03 
Forfeited(28,619)51.49 
Non-vested, December 31, 2025
995,208 $50.15 
Aggregate intrinsic value as of December 31, 2025 (in thousands) (3)
$60,101 
___________________________
(1)Restricted units generally vest over a three-year or five-year period from the grant date (as noted above).
(2)Vested shares included 182,350 shares withheld for payroll taxes paid on behalf of employees.
(3)Aggregate intrinsic value is the product of total non-vested restricted shares as of December 31, 2025 and $60.39 per share, the closing price of Main Street’s common stock on December 31, 2025.
The total grant-date fair value of RSAs that vested during the years ended December 31, 2025, 2024 and 2023, was $20.4 million, $16.6 million and $15.6 million, respectively.
As of December 31, 2025, there was $34.1 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 2.5 years as of December 31, 2025.

Historical Timeline

Fiscal YearFiled
2025Feb 27, 2026Showing above
2024Feb 28, 2025
2023Feb 23, 2024
2022Feb 24, 2023

About Stock Compensation Disclosures

Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.

Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.

Other Available Disclosures

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