North Haven Private Income Fund LLC
Sponsored by Morgan Stanley. BDC structure focused on private credit.
BDCPrivate Credit
- 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
Open the filing on SEC.gov · Full observation history
Technical locator
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
Open the filing on SEC.gov · Full observation history
Technical locator
Filed fund value · as of 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
- Pending SEC-filed periodic NAV + distributions
What changed in the latest filings.
Current findings ordered by severity. Each observation remains traceable to its filed source.
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%)
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
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
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... (2026-02-26)
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
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).
Credit facility new or amended: 4 occurrence(s), 2022-06-29 to 2024-07-10
The fund leaned harder on leverage: 44% -> 45% of its allowed leverage in use in one period (period ended 2024-06-30).
Net investment income covered only 91% of distributions in the period ended 2024-03-31; the gap was funded from capital or gains.
The fund leaned harder on leverage: 51% -> 55% of its allowed leverage in use in one period (period ended 2022-12-31).
NAV per share fell 3.8% from $19.75 to $18.99 (2022-06-30).
Net investment income covered only 97% of distributions in the period ended 2022-06-30; the gap was funded from capital or gains.
How the fund has moved.
Net asset value, total return, capital flows, and distribution coverage across the filing record.
Monthly performance eligibility
Canonical class: not designated · basis: no qualifying monthly chain · qualifying history: 0 months.
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
| Date | Position change |
|---|---|
| 2026-03-31 | Investments — 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. |
| 2026-03-31 | Investments — 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. |
| 2026-03-31 | Investments — 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. |
| 2026-03-31 | Investments — 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. |
| 2026-03-31 | Investments — 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. |
| 2026-03-31 | Investments — 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. |
| 2026-03-31 | Investments — 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. |
| 2026-03-31 | Investments — 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. |
| 2026-03-31 | Investments - 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. |
| 2026-03-31 | Investments - 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. |
| 2026-03-31 | Investments - 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. |
| 2026-03-31 | Investments - 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
Where exit demand met the cap.
Stated cap: 5% of shares/quarter. Rationed in 1 of 16 disclosed periods; last gated Q2 2026.
| Period | Requested | Filled | Cap used | Status |
|---|---|---|---|---|
| 2026-04-28 | 10.7% | 48% | 102% | rationed |
| 2025-12-05 | 5.4% | 100% | 107% | cap expanded |
| 2025-09-04 | 3.1% | 100% | 62% | filled |
| 2025-06-07 | 3.1% | 100% | 61% | filled |
| 2025-03-07 | 1.9% | 100% | 38% | filled |
| 2024-12-07 | 1.7% | 100% | 34% | filled |
| 2024-09-07 | 1.2% | 100% | 24% | filled |
| 2024-06-08 | 1.7% | 100% | 35% | filled |
| 2024-03-05 | 1.1% | 100% | 21% | filled |
| 2023-12-05 | 1.2% | 100% | 24% | filled |
| 2023-09-01 | 1.3% | 100% | 26% | filled |
| 2023-06-02 | 2.0% | 100% | 39% | filled |
| 2023-03-14 | 1.9% | 100% | 39% | filled |
| 2022-12-14 | 1.6% | 100% | 32% | filled |
| 2022-09-10 | 2.9% | 100% | 58% | filled |
| 2022-06-09 | 0.6% | 100% | 11% | filled |
How the balance sheet is funded.
Borrowings, unused capacity, and synthetic exposure are separated so unlike risks do not collapse into one ratio.
Pending
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.
Pending
Management fee: 1.25% of avg nav two month end per year, current as of latest filed disclosure. Research only: not used in a fee distribution. SEC source 0001193125-26-088367.
Filed fee conditions
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.
Canonical-class fee profile
| Class | Management | Incentive | Load | Servicing | Gross expenses | Net expenses |
|---|---|---|---|---|---|---|
| not designated | 1.25% | Pending | Pending | Pending | Pending | Pending |
The evidence beneath the page.
Filed terms and recent documents remain available without crowding the primary research flow.
Term register (3)
| Term | Description | Value | Effective |
|---|---|---|---|
| advisory_fee_schedule | 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. | 1.25 pct_annual_of_avg_nav_two_month_end | Pending |
| incentive_fee_schedule | The Company pays the Investment Adviser a fee for its services under the Investment Advisory Agreement consisting of two components: a base management fee and an incentive fee. The cost of both the base management fee and the incentive fee are ultimately borne by the unitholders. Base Management Fee The base management fee is calculated at an annual rate of 1.25 % of the Company’s average net asset value at the end of the two most recently completed calendar months. All or part of the base management fee not taken as to any month will be deferred without interest and may be taken in any subsequent month prior to the termination of the Investment Advisory Agreement, and any such recoupment would be subject to any applicable expense waiver. Base management fees for any partial month are prorated based on the number of days in the month. The base management fee is payable quarterly in arrears, any base management fees waived are not subject to recoupment by the Adviser. For the three months ended March 31, 2026 and March 31, 2025, base management fees were $ 8,996 , and $ 6,535 , net of waiver, respectively. As of March 31, 2026 and December 31, 2025, $ 8,996 and $ 3,236 , respectively, was payable to the Investment Adviser relating to base management fees. Incentive Fee The incentive fee consists of two components that are determined independently of each other, with the result that one component may be payable even if the other is not. One component is based on income, and the other component is based on capital gains. 64 Table of Contents i. Incentive Fee based on Income Pre-incentive fee net investment income is defined as interest income, dividend income and any other income accrued during the calendar quarter, minus operating expenses for the quarter, including the base management fee, expenses payable under the Administration Agreement (as defined below) and any interest expense and distributions paid on any issued and outstanding preferred units, but excluding the incentive fee and any servicing fees and/or distribution fees paid to broker dealers. Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as debt instruments with PIK interest and zero coupon securities), accrued income that the Company has not yet received in cash. The Investment Adviser is not obligated to return any incentive fee it receives on PIK interest that is later determined to be uncollectible in cash. Pursuant to the Investment Advisory Agreement, the Company pays the Investment Adviser an incentive fee with respect to its pre-incentive fee net investment income as follows: • No incentive fee based on pre-incentive fee net investment income in any calendar quarter in which pre-incentive fee net investment income does not exceed a hurdle rate of 1.25 % ( 5 % annualized); • 100 % of pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than 1.4286 % in any quarter ( 5.7143 % annualized). The Company refers to this portion of the pre-incentive fee net investment income (which exceeds the hurdle rate but is less than 1.4286 % ) as the “catch-up.” The “catch-up” is meant to provide the Investment Adviser with approximately 12.5 % of the Company’s pre-incentive fee net investment income as if a hurdle rate did not apply if this net investment income exceeds 1.4286 % in any calendar quarter; and • 12.5 % of the pre-incentive fee net investment income, if any, that exceeds 1.4286 % in any calendar quarter ( 5.7143 % annualized), which reflects that once the hurdle rate is reached and the catch-up is achieved, 12.5 % of all the Company’s pre-incentive fee net investment income is paid to the Investment Adviser. For the three months ended March 31, 2026 and March 31, 2025, income based incentive fees were $ 8,557 and $ 7,611 , net of waiver, respectively. As of March 31, 2026 and December 31, 2025, $ 8,557 and $ 4,176 , respectively, was payable to the Investment Adviser relating to income-based incentive fees. Any income-based incentive fee waived is not subject to recoupment by the Adviser. ii. Incentive Fee based on Capital Gains The second part of the incentive fee is determined on realized capital gains calculated and payable in arrears in cash as of the end of each calendar year or upon the termination of the Investment Advisory Agreement in an amount equal to 12.5 % of the realized capital gains, if any, on a cumulative basis from the date of the Company’s election to be regulated as a BDC through the end of a given calendar year or upon the termination of the Investment Advisory Agreement, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fee (the “Cumulative Capital Gains”). | Text disclosure | Pending |
| repurchase_program_terms | Discretionary 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 LLC | 5.0 pct_of_shares_outstanding_per_quarter | Pending |
Recent filings
| Filed | Form | Accession |
|---|---|---|
| 2026-06-23 | SC TO-I/A | 0001193125-26-279765 |
| 2026-06-23 | 8-K | 0001193125-26-279467 |
| 2026-05-27 | 8-K | 0001193125-26-241884 |
| 2026-05-13 | 10-Q | 0001193125-26-221623 |
| 2026-05-05 | SC TO-I | 0001193125-26-206575 |
| 2026-04-28 | SC TO-I/A | 0001193125-26-187564 |
| 2026-04-28 | 8-K | 0001193125-26-187441 |
| 2026-03-25 | 8-K | 0001193125-26-124253 |
| 2026-03-11 | SC TO-I/A | 0001193125-26-102402 |
| 2026-03-11 | 8-K | 0001193125-26-102385 |
| 2026-03-03 | 10-K | 0001193125-26-088367 |
| 2026-02-26 | 8-K | 0001193125-26-076787 |
| 2026-02-05 | SC TO-I | 0001193125-26-039397 |
| 2026-01-27 | SC TO-I/A | 0001193125-26-024425 |
| 2026-01-27 | 8-K | 0001193125-26-024430 |