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North Haven Private Income Fund LLC

Sponsored by Morgan Stanley. BDC structure focused on private credit.

BDCPrivate Credit

Sponsor
Morgan Stanley
CIK
0001851322
Liquidity
Quarterly tender offers
Inception
2022
Net assets
$3.23B
source

Quarterly report (Form 10-Q) · filed 2026-05-13 · period 2026-03-31

Assets net

“{'end': '2026-03-31', 'val': 3229740000, 'accn': '0001193125-26-221623', 'fy': 2026, 'fp': 'Q1', 'form': '10-Q', 'filed': '2026-05-13', 'frame': 'CY2026Q1I', 'unit': 'USD'}”

Method Direct: structured XBRL tag

Technical locator

us-gaap:AssetsNet | accession 0001193125-26-221623 | 10-Q filed 2026-05-13

as of 2026-03-31
NAV / share
$18.12
source

Quarterly report (Form 10-Q) · filed 2026-05-13 · period 2026-03-31

Net asset value per share

“{'end': '2026-03-31', 'val': 18.12, 'accn': '0001193125-26-221623', 'fy': 2026, 'fp': 'Q1', 'form': '10-Q', 'filed': '2026-05-13', 'frame': 'CY2026Q1I', 'unit': 'USD/shares'}”

Method Direct: structured XBRL tag

Technical locator

us-gaap:NetAssetValuePerShare | accession 0001193125-26-221623 | 10-Q filed 2026-05-13

Canonical (canonical class) · 2026-03-31
Net flows, last qtr
-4.5%
qtr ended 2026-03-31
Distribution coverage (NII)
89%
period ended 2026-03-31
Leverage in use
75%
debt / equity 1.00x
Total return, 12m
+5.1%
computed from NAV + distributions
01 / Signals

What changed in the latest filings.

Current findings ordered by severity. Each observation remains traceable to its filed source.

Notify

Redemption requests ran at least twice the tender offer's capacity; only 48% of tendered shares were repurchased (offer expired 2026-04-28).

Redemption requests ran at least twice the tender offer's capacity; only 48% of tendered shares were repurchased (offer expired 2026-04-28). (Rule B5: Tender/gate oversubscription, severe: requests >= 2x offer capacity (Notify immediate); Notify.)

Why it matters and what changed

Redemption requests ran at least twice the offer capacity. At this level pro-ration is severe and shareholder liquidity is materially constrained right now, not hypothetically.

100.00 -> 47.80 (down 52.2% vs prior period); trailing 4-period average 86.95; comparison interval: ~5 months (2025-12-05 -> 2026-04-28; this fund's series is observed at that frequency, so 'month over month' rules compare consecutive observations)

Source: https://www.sec.gov/Archives/edgar/data/1851322/000119312526187564/pif_sc_to-i_amendment_q1.htm | SC TO-I/A final results (pro-rated at ~47.8%)

Notify

NAV per share fell 2.4% from $18.57 to $18.12 (2026-03-31).

NAV per share fell 2.4% from $18.57 to $18.12 (2026-03-31). (Rule B11: NAV per share drop >= 2% decline month over month; Notify.)

Why it matters and what changed

Private-market NAVs move slowly by construction, so a 2%+ single-month markdown is a genuine valuation event, not noise.

18.57 -> 18.12 (down 2.4% vs prior period); trailing 4-period average 18.54; same period prior year 18.82; comparison interval: ~3 months (2025-12-31 -> 2026-03-31; this fund's series is observed at that frequency, so 'month over month' rules compare consecutive observations)

Source: us-gaap:NetAssetValuePerShare | accession 0001193125-26-221623 | 10-Q filed 2026-05-13

Notify

Net flows deteriorated to $-144.8M from $-49.8M (period ended 2026-03-31).

Net flows deteriorated to $-144.8M from $-49.8M (period ended 2026-03-31). (Rule C15: Net-flow deterioration: net flows negative; Notify.)

Why it matters and what changed

The fund is shrinking: money going out exceeds money coming in. Persistent negative net flows change the fund's behavior (what it can buy, what it must sell) even before any gate is near.

$-49.8M -> $-144.8M (down 190.9% vs prior period); trailing 4-period average $-37.7M; same period prior year $79.9M; breach persisted 3 consecutive periods (escalated per the two-stage ladder); comparison interval: ~3 months (2025-12-31 -> 2026-03-31; this fund's series is observed at that frequency, so 'month over month' rules compare consecutive observations)

Source: derived: gross_share_sales + drip_reinvestment - shares_redeemed_dollars

Notify

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (2026-02-26)

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On February 26, 2026, Dylan Cutinha notified the Board of Directors (the “Board”) of Company of his resignation as the Company’s Principal Accounting Officer, effective as of March 9, 2026 or such earlier date as the Board may determine. Mr. Cutinha’s resignation is not a result of any disagreement with the Company. Item 7.01. Regulation FD Disclosure. On February 26, 2026, the Company disclosed the below information. Distribution: On February 23, 2

Why it matters and what changed

Key-person changes at externally managed funds are one of the few governance signals these structures emit. A single departure is usually routine; a pattern (or a departure near other stress signals) is not.

Occurrence event; see the filing text for terms vs the prior arrangement.

Source: https://www.sec.gov/Archives/edgar/data/1851322/000119312526076787/ck0001851322-20260223.htm | Item 5.02

Notify

Net flows deteriorated to $-49.8M from $-32.6M (period ended 2025-12-31).

Net flows deteriorated to $-49.8M from $-32.6M (period ended 2025-12-31). (Rule C15: Net-flow deterioration: net flows negative; Notify.)

Why it matters and what changed

The fund is shrinking: money going out exceeds money coming in. Persistent negative net flows change the fund's behavior (what it can buy, what it must sell) even before any gate is near.

$-32.6M -> $-49.8M (down 52.6% vs prior period); trailing 4-period average $18.5M; same period prior year $109.8M; breach persisted 2 consecutive periods (escalated per the two-stage ladder); comparison interval: ~3 months (2025-09-30 -> 2025-12-31; this fund's series is observed at that frequency, so 'month over month' rules compare consecutive observations)

Source: derived: gross_share_sales + drip_reinvestment - shares_redeemed_dollars

Historical findings (7)

The fund leaned harder on leverage: 45% -> 69% of its allowed leverage in use in one period (period ended 2024-09-30).
The fund leaned harder on leverage: 45% -> 69% of its allowed leverage in use in one period (period ended 2024-09-30). (Rule C22: Leverage creep: headroom down >= 5 percentage points in one period; Notify.)

Credit facility new or amended: 4 occurrence(s), 2022-06-29 to 2024-07-10
Most recent (2024-07-10): Amendment to CBNA Funding Facility On July 10, 2024, PIF Financing II SPV LLC (“Financing II SPV”), a Delaware limited liability company and a wholly owned subsidiary of North Haven Private Income Fund LLC (the “Company”), entered into an amendment (the “CBNA Facility Amendment”) to that certain Loan and Security Agreement, dated as of September 12, 2023 (as amended and together with the various supporting documentation, the “CBNA Funding Facility”), by and among Financing II SPV, as the borrower, Citizens Bank, N.A. (“CBNA”), as the facility agent, the lenders party thereto (collectively, the

The fund leaned harder on leverage: 44% -> 45% of its allowed leverage in use in one period (period ended 2024-06-30).
The fund leaned harder on leverage: 44% -> 45% of its allowed leverage in use in one period (period ended 2024-06-30). (Rule C22: Leverage creep: headroom down >= 5 percentage points in one period; Notify.)

Net investment income covered only 91% of distributions in the period ended 2024-03-31; the gap was funded from capital or gains.
Net investment income covered only 91% of distributions in the period ended 2024-03-31; the gap was funded from capital or gains. (Rule C21: Distribution coverage: distribution_nii_coverage < 100%; Notify.)

The fund leaned harder on leverage: 51% -> 55% of its allowed leverage in use in one period (period ended 2022-12-31).
The fund leaned harder on leverage: 51% -> 55% of its allowed leverage in use in one period (period ended 2022-12-31). (Rule C22: Leverage creep: headroom down >= 5 percentage points in one period; Notify.)

NAV per share fell 3.8% from $19.75 to $18.99 (2022-06-30).
NAV per share fell 3.8% from $19.75 to $18.99 (2022-06-30). (Rule B11: NAV per share drop >= 2% decline month over month; Notify.)

Net investment income covered only 97% of distributions in the period ended 2022-06-30; the gap was funded from capital or gains.
Net investment income covered only 97% of distributions in the period ended 2022-06-30; the gap was funded from capital or gains. (Rule C21: Distribution coverage: distribution_nii_coverage < 100%; Notify.)

03 / Portfolio

What moved inside the book.

Filed portfolio-health facts and position changes. Missing disclosures stay visibly missing.

PIK income share
3.7%
2024-12-31
DatePosition change
2026-03-31Investments &#8212; non-controlled/non-affiliated First Lien Debt Alert Media, Inc. Commitment Type Revolver Commitment Expiration Date 4/12/2027 (1.1% of portfolio value in the 2025-12-31 report, $70,779,000) is absent from the 2026-03-31 report -- realized, sold, or restructured under a different name.
2026-03-31Investments &#8212; non-controlled/non-affiliated First Lien Debt Associations, Inc. Commitment Type Revolver Commitment Expiration Date 7/3/2028 (2.6% of portfolio value in the 2025-12-31 report, $173,215,000) is absent from the 2026-03-31 report -- realized, sold, or restructured under a different name.
2026-03-31Investments &#8212; non-controlled/non-affiliated First Lien Debt Diligent Corporation Commitment Type Revolver Commitment Expiration Date 8/2/2030 (1.5% of portfolio value in the 2025-12-31 report, $98,241,000) is absent from the 2026-03-31 report -- realized, sold, or restructured under a different name.
2026-03-31Investments &#8212; non-controlled/non-affiliated First Lien Debt Gateway US Holdings, Inc. Commitment Type Delayed Draw Term Loan Commitment Expiration Date 11/13/2026 (5.2% of portfolio value in the 2025-12-31 report, $340,554,000) is absent from the 2026-03-31 report -- realized, sold, or restructured under a different name.
2026-03-31Investments &#8212; non-controlled/non-affiliated First Lien Debt Randy's Holdings, Inc. Commitment Type Delayed Draw Term Loan Commitment Expiration Date 6/30/2026 (1.3% of portfolio value in the 2025-12-31 report, $88,780,000) is absent from the 2026-03-31 report -- realized, sold, or restructured under a different name.
2026-03-31Investments &#8212; non-controlled/non-affiliated First Lien Debt Smarsh, Inc. Commitment Type Revolver Commitment Expiration Date 2/16/2029 (1.1% of portfolio value in the 2025-12-31 report, $73,419,000) is absent from the 2026-03-31 report -- realized, sold, or restructured under a different name.
2026-03-31Investments &#8212; non-controlled/non-affiliated First Lien Debt UHY Advisors, Inc. Commitment Type Revolver Commitment Expiration Date 11/21/2031 (5.6% of portfolio value in the 2025-12-31 report, $368,406,000) is absent from the 2026-03-31 report -- realized, sold, or restructured under a different name.
2026-03-31Investments &#8212; non-controlled/non-affiliated First Lien Debt UpStack, Inc. Commitment Type Revolver Commitment Expiration Date 8/25/2031 (1.9% of portfolio value in the 2025-12-31 report, $128,528,000) is absent from the 2026-03-31 report -- realized, sold, or restructured under a different name.
2026-03-31Investments - non-controlled/non-affiliated First Lien Debt Iris Buyer, LLC Commitment Type Delayed Draw Term Loan Commitment Expiration Date 04/02/2025 (3.5% of portfolio value in the 2025-12-31 report, $234,463,000) is absent from the 2026-03-31 report -- realized, sold, or restructured under a different name.
2026-03-31Investments - non-controlled/non-affiliated First Lien Debt Optimizely North America, Inc. Commitment Type Revolver Commitment Expiration Date 10/30/2031 (2.1% of portfolio value in the 2025-12-31 report, $139,736,000) is absent from the 2026-03-31 report -- realized, sold, or restructured under a different name.
2026-03-31Investments - non-controlled/non-affiliated First Lien Debt Redwood Services Group, LLC Commitment Type Delayed Draw Term Loan Commitment Expiration Date 02/05/2026 (2.4% of portfolio value in the 2025-12-31 report, $155,919,000) is absent from the 2026-03-31 report -- realized, sold, or restructured under a different name.
2026-03-31Investments - non-controlled/non-affiliated First Lien Debt Routeware, Inc. Commitment Type Delayed Draw Term Loan Commitment Expiration Date 09/18/2026 (1.5% of portfolio value in the 2025-12-31 report, $98,248,000) is absent from the 2026-03-31 report -- realized, sold, or restructured under a different name.
Filed portfolio-health history
PIK income share
0%1%2%3%4%2022-09-30: 0.34%0.34%Q3 '222022-12-31: 1.21%1.21%2023-03-31: 0.91%0.91%Q1 '232023-06-30: 0.86%0.86%2023-09-30: 1.89%1.89%Q3 '232023-12-31: 2.05%2.05%2024-03-31: 2.45%2.45%Q1 '242024-06-30: 2.32%2.32%2024-09-30: 1.98%1.98%Q3 '242024-12-31: 3.67%3.67%Q4 '24
04 / Redemptions

Where exit demand met the cap.

Stated cap: 5% of shares/quarter. Rationed in 1 of 16 disclosed periods; last gated Q2 2026.

Requested redemptions versus cap
0%2.50%5%7.50%10%5% quarterly cap2022-06-09: 0.6% requestedQ2 '222022-09-10: 2.9% requested2022-12-14: 1.6% requested2023-03-14: 1.9% requestedQ1 '232023-06-02: 2.0% requested2023-09-01: 1.3% requested2023-12-05: 1.2% requestedQ4 '232024-03-05: 1.1% requested2024-06-08: 1.7% requested2024-09-07: 1.2% requestedQ3 '242024-12-07: 1.7% requested2025-03-07: 1.9% requested2025-06-07: 3.1% requestedQ2 '252025-09-04: 3.1% requested2025-12-05: 5.4% requested2026-04-28: 10.7% requested; rationed10.7%Q2 '26Rationed periods are oxblood; all other requested bars are ocean.
PeriodRequestedFilledCap usedStatus
2026-04-2810.7%48%102%rationed
2025-12-055.4%100%107%cap expanded
2025-09-043.1%100%62%filled
2025-06-073.1%100%61%filled
2025-03-071.9%100%38%filled
2024-12-071.7%100%34%filled
2024-09-071.2%100%24%filled
2024-06-081.7%100%35%filled
2024-03-051.1%100%21%filled
2023-12-051.2%100%24%filled
2023-09-011.3%100%26%filled
2023-06-022.0%100%39%filled
2023-03-141.9%100%39%filled
2022-12-141.6%100%32%filled
2022-09-102.9%100%58%filled
2022-06-090.6%100%11%filled
05 / Financing

How the balance sheet is funded.

Borrowings, unused capacity, and synthetic exposure are separated so unlike risks do not collapse into one ratio.

No structured financing components have been captured for this fund.

06 / Share classes

How the offering is divided.

A filed share-class breakdown and terms-based role descriptions. This is not an estimate of who owns the fund.

No filed share-class terms have been captured for this fund; ownership type is therefore not inferred.

Management fee: 1.25% of avg nav two month end per year. source. The base management fee is calculated at an annual rate of 1.25% based on the average of our net asset value at the end of the two most recently completed calendar months, payable quarterly in arrears. Any base management fee not taken as to a quarter is deferred without interest and may be taken in a later quarter.

07 / Sources

The evidence beneath the page.

Filed terms and recent documents remain available without crowding the primary research flow.

Term register (2)
TermDescriptionValueEffective
advisory_fee_scheduleThe base management fee is calculated at an annual rate of 1.25% based on the average of our net asset value at the end of the two most recently completed calendar months, payable quarterly in arrears. Any base management fee not taken as to a quarter is deferred without interest and may be taken in a later quarter.1.25 pct_annual_of_avg_nav_two_month_endDate not captured
repurchase_program_termsDiscretionary quarterly tender offer program: the Fund's Schedule TO offers have consistently stated up to 5% of Shares outstanding per quarter (most recently confirmed 2026-05-05). North Haven Private Income Fund LLC5.0 pct_of_shares_outstanding_per_quarterDate not captured
Recent filings
FiledFormAccession
2026-06-23SC TO-I/A0001193125-26-279765
2026-06-238-K0001193125-26-279467
2026-05-278-K0001193125-26-241884
2026-05-1310-Q0001193125-26-221623
2026-05-05SC TO-I0001193125-26-206575
2026-04-28SC TO-I/A0001193125-26-187564
2026-04-288-K0001193125-26-187441
2026-03-258-K0001193125-26-124253
2026-03-11SC TO-I/A0001193125-26-102402
2026-03-118-K0001193125-26-102385
2026-03-0310-K0001193125-26-088367
2026-02-268-K0001193125-26-076787
2026-02-05SC TO-I0001193125-26-039397
2026-01-27SC TO-I/A0001193125-26-024425
2026-01-278-K0001193125-26-024430