North Haven Private Income Fund LLC

Data through 2026-07-24 · latest filing SC TO-I/A filed 2026-07-28

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

Open the filing on SEC.gov · Full observation history

Technical locator

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

us-gaap:NetAssetValuePerShare | accession 0001193125-26-221623 | 10-Q filed 2026-05-13
Net flows, last qtr: -4.5%
Distribution coverage (NII): 89%
Leverage in use: 75%
Total return, 12m: Pending

01 / Signals

What changed in the latest filings.

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

Yellow flag

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

Yellow flag

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

Yellow flag

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

Yellow flag

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

Yellow flag

On December 22, 2025, Gauranga Pal notified the Board of Directors (the “Board”) of North Haven Private Income Fund LLC (the “Company”) of his resignation as the Company’s Chief... (2025-12-22)

On December 22, 2025, Gauranga Pal notified the Board of Directors (the “Board”) of North Haven Private Income Fund LLC (the “Company”) of his resignation as the Company’s Chief Compliance Officer, effective as of January 1, 2026. Mr. Pal’s resignation is not a result of any disagreement with the Company. Mr. Pal will continue to serve as Executive Director of Morgan Stanley Investment Management. On December 22, 2025, the Board appointed Hope Brown

Why it matters and what changed

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

Source: https://www.sec.gov/Archives/edgar/data/1851322/000119312525330926/d74732d8k.htm | Item 5.02

Yellow flag

Credit facility new or amended: 16 occurrence(s), 2022-06-29 to 2025-09-25

Most recent (2025-09-25): On September 25, 2025, North Haven Private Income Fund LLC (the “Company”) and U.S. Bank Trust Company, National Association (the “Trustee”) entered into a Second Supplemental Indenture (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) related to the Company’s issuance of $300,000,000 in aggregate principal amount of its 5.125% notes due 2028 (the “Notes”), which supplements the Base Indenture dated October 1, 2024 (the “Base Indenture”).

Why it matters and what changed

Financing terms set the fund's cost of leverage and its dry powder. Amendments also reveal what lenders currently think of the collateral: improving spreads and rising commitments signal lender confidence; shrinking availability or margin increases signal the opposite. This fund logged 16 of these in the covered window; the cadence itself is part of the signal.

16 occurrence(s) of this event type stored; earlier instances are on the Fired Flags tab.

Source: https://www.sec.gov/Archives/edgar/data/1851322/000119312525218091/d56573d8k.htm | Item 1.01

Historical findings (12)

On July 23, 2025, Jeffrey Levin notified North Haven Private Income Fund LLC (the “Company”) of his intention to resign from his positions as Chief Executive Officer and a... (2025-07-23)
On July 23, 2025, Jeffrey Levin notified North Haven Private Income Fund LLC (the “Company”) of his intention to resign from his positions as Chief Executive Officer and a Director of the Company. Mr. Levin will cease serving as the Company’s principal executive officer and Chief Executive Officer, effective on or about July 25, 2025, or such earlier date as the Company’s board of directors (“Board”) may determine. Mr. Levin’s resignation is not the

On December 20, 2024, the Board of Directors (the “Board”) of North Haven Private Income Fund LLC (the “Company”) appointed Michael Occi, age 40, as President of the Company... (2024-12-20)
On December 20, 2024, the Board of Directors (the “Board”) of North Haven Private Income Fund LLC (the “Company”) appointed Michael Occi, age 40, as President of the Company effective as of January 1, 2025. Jeffrey S. Levin, who has served as the Company’s President since 2019, will relinquish such position effective upon Mr. Occi’s appointment. Mr. Levin will continue to serve as the Company’s Chief Executive Officer. Michael Occi was also appointe

On November 4, 2024, the Board of Directors (the “Board”) of North Haven Private Income Fund LLC (the “Company”) appointed Dylan Cutinha as Principal Accounting Officer of the... (2024-11-04)
On November 4, 2024, the Board of Directors (the “Board”) of North Haven Private Income Fund LLC (the “Company”) appointed Dylan Cutinha as Principal Accounting Officer of the Company, effective as of November 15, 2024. Mr. Cutinha, 35, is a Vice President at Morgan Stanley and a member of Morgan Stanley’s U.S. private credit strategies team within the private credit platform of Morgan Stanley Investment M

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.)

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.)

On December 11, 2023, the Board of Directors (the “Board”) of North Haven Private Income Fund LLC (the “Company”) appointed David Pessah, age 38, as Chief Financial Officer of the... (2023-12-11)
On December 11, 2023, the Board of Directors (the “Board”) of North Haven Private Income Fund LLC (the “Company”) appointed David Pessah, age 38, as Chief Financial Officer of the Company effective immediately. Orit Mizrachi, who has served as the Company’s interim Chief Financial Officer since October 2, 2023, relinquished such position effective upon Mr. Pessah’s appointment. Ms. Mizrachi continues to serve as the Company’s Chief Operating Officer

On October 2, 2023, Venugopal Rathi notified the Board of Directors (the “Board”) of North Haven Private Income Fund LLC (the “Company”) of his resignation as the Company’s Chief... (2023-10-02)
On October 2, 2023, Venugopal Rathi notified the Board of Directors (the “Board”) of North Haven Private Income Fund LLC (the “Company”) of his resignation as the Company’s Chief Financial Officer in order to pursue other professional opportunities. Mr. Rathi’s resignation was effective as of the close of business on October 2, 2023. Mr. Rathi’s resignation is not a result of any disagreement with the Company. On October 2, 2023, the Board appointed

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.)

On August 30, 2022, Grove Stafford notified the Board of Directors (the “Board”) of North Haven Private Income Fund LLC (the “Company”) of his resignation as the Company’s Chief... (2022-08-30)
On August 30, 2022, Grove Stafford notified the Board of Directors (the “Board”) of North Haven Private Income Fund LLC (the “Company”) of his resignation as the Company’s Chief Compliance Officer, effective as of the close of business on September 30, 2022. Mr. Stafford’s resignation is not a result of any disagreement with the Company. On August 30, 2022, the Board appointed Thomas P. Torrisi as interim Chief Compliance Officer of the Company effe

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.)

02 / Trends

How the fund has moved.

Net asset value, total return, capital flows, and distribution coverage across the filing record.

NAV per share

Net capital flows, % of NAV

Distribution coverage

Leverage in use

Filed performance

Pending. no cached SEC filing yielded a return with an exact window, basis label, and the audited class scope

Figures are reproduced from filed disclosures with their exact window, class, and stated basis. They are separate from the calculated NAV-plus-distributions index and from manager-source monthly returns.

Monthly performance eligibility

Canonical class: Class I · basis: no qualifying monthly chain · qualifying history: 0 months.

1y: Pending; 3y: Pending; 5y: Pending Manager-published observations remain distinct from SEC-filed facts and publish only after declared-crawler, robots, class, exact-window, and SEC-precedence gates pass.

03 / Portfolio

What moved inside the book.

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

PIK income share: 3.7%

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

PIK income share

04 / Redemptions

Where exit demand met the cap.

Stated cap: 5% of shares/quarter. Rationed in 2 of 17 disclosed periods; last gated Q2 2026.

Requested redemptions versus cap

Period	Requested	Filled	Cap used	Status
2026-06-04	12.0% of shares source Tender offer statement, amended (Schedule TO-I/A) · filed 2026-07-28 · period 2026-06-04 tender_shares_requested_pct_outstanding (unified redemption view) Method Derived: computed from other stored facts Open the filing on SEC.gov · Full observation history Technical locator derived: tender_shares_requested_pct_outstanding (unified redemption view)	42%	100%	rationed
2026-03-07	10.5% of shares source Tender offer statement, amended (Schedule TO-I/A) · filed 2026-04-28 · period 2026-03-07 tender_shares_requested_pct_outstanding (unified redemption view) Method Derived: computed from other stored facts Open the filing on SEC.gov · Full observation history Technical locator derived: tender_shares_requested_pct_outstanding (unified redemption view)	48%	100%	rationed
2025-12-05	5.4% of shares source Tender offer statement, amended (Schedule TO-I/A) · filed 2026-01-27 · period 2025-12-05 tender_shares_requested_pct_outstanding (unified redemption view) Method Derived: computed from other stored facts Open the filing on SEC.gov · Full observation history Technical locator derived: tender_shares_requested_pct_outstanding (unified redemption view)	100%	107%	cap expanded
2025-09-04	3.1% of shares source Tender offer statement, amended (Schedule TO-I/A) · filed 2025-10-29 · period 2025-09-04 tender_shares_requested_pct_outstanding (unified redemption view) Method Derived: computed from other stored facts Open the filing on SEC.gov · Full observation history Technical locator derived: tender_shares_requested_pct_outstanding (unified redemption view)	100%	62%	filled
2025-06-07	3.1% of shares source Tender offer statement, amended (Schedule TO-I/A) · filed 2025-07-30 · period 2025-06-07 tender_shares_requested_pct_outstanding (unified redemption view) Method Derived: computed from other stored facts Open the filing on SEC.gov · Full observation history Technical locator derived: tender_shares_requested_pct_outstanding (unified redemption view)	100%	61%	filled
2025-03-07	1.9% of shares source Tender offer statement, amended (Schedule TO-I/A) · filed 2025-04-29 · period 2025-03-07 tender_shares_requested_pct_outstanding (unified redemption view) Method Derived: computed from other stored facts Open the filing on SEC.gov · Full observation history Technical locator derived: tender_shares_requested_pct_outstanding (unified redemption view)	100%	38%	filled
2024-12-07	1.7% of shares source Tender offer statement, amended (Schedule TO-I/A) · filed 2025-01-30 · period 2024-12-07 tender_shares_requested_pct_outstanding (unified redemption view) Method Derived: computed from other stored facts Open the filing on SEC.gov · Full observation history Technical locator derived: tender_shares_requested_pct_outstanding (unified redemption view)	100%	34%	filled
2024-09-07	1.2% of shares source Tender offer statement, amended (Schedule TO-I/A) · filed 2024-11-01 · period 2024-09-07 tender_shares_requested_pct_outstanding (unified redemption view) Method Derived: computed from other stored facts Open the filing on SEC.gov · Full observation history Technical locator derived: tender_shares_requested_pct_outstanding (unified redemption view)	100%	24%	filled
2024-06-08	1.7% of shares source Tender offer statement, amended (Schedule TO-I/A) · filed 2024-08-06 · period 2024-06-08 tender_shares_requested_pct_outstanding (unified redemption view) Method Derived: computed from other stored facts Open the filing on SEC.gov · Full observation history Technical locator derived: tender_shares_requested_pct_outstanding (unified redemption view)	100%	35%	filled
2024-03-05	1.1% of shares source Tender offer statement, amended (Schedule TO-I/A) · filed 2024-05-01 · period 2024-03-05 tender_shares_requested_pct_outstanding (unified redemption view) Method Derived: computed from other stored facts Open the filing on SEC.gov · Full observation history Technical locator derived: tender_shares_requested_pct_outstanding (unified redemption view)	100%	21%	filled
2023-12-05	1.2% of shares source Tender offer statement, amended (Schedule TO-I/A) · filed 2024-01-31 · period 2023-12-05 tender_shares_requested_pct_outstanding (unified redemption view) Method Derived: computed from other stored facts Open the filing on SEC.gov · Full observation history Technical locator derived: tender_shares_requested_pct_outstanding (unified redemption view)	100%	24%	filled
2023-09-01	1.3% of shares source Tender offer statement, amended (Schedule TO-I/A) · filed 2023-10-31 · period 2023-09-01 tender_shares_requested_pct_outstanding (unified redemption view) Method Derived: computed from other stored facts Open the filing on SEC.gov · Full observation history Technical locator derived: tender_shares_requested_pct_outstanding (unified redemption view)	100%	26%	filled
2023-06-02	2.0% of shares source Tender offer statement, amended (Schedule TO-I/A) · filed 2023-07-31 · period 2023-06-02 tender_shares_requested_pct_outstanding (unified redemption view) Method Derived: computed from other stored facts Open the filing on SEC.gov · Full observation history Technical locator derived: tender_shares_requested_pct_outstanding (unified redemption view)	100%	39%	filled
2023-03-14	1.9% of shares source Tender offer statement, amended (Schedule TO-I/A) · filed 2023-05-01 · period 2023-03-14 tender_shares_requested_pct_outstanding (unified redemption view) Method Derived: computed from other stored facts Open the filing on SEC.gov · Full observation history Technical locator derived: tender_shares_requested_pct_outstanding (unified redemption view)	100%	39%	filled
2022-12-14	1.6% of shares source Tender offer statement, amended (Schedule TO-I/A) · filed 2023-02-02 · period 2022-12-14 tender_shares_requested_pct_outstanding (unified redemption view) Method Derived: computed from other stored facts Open the filing on SEC.gov · Full observation history Technical locator derived: tender_shares_requested_pct_outstanding (unified redemption view)	100%	32%	filled
2022-09-10	2.9% of shares source Tender offer statement, amended (Schedule TO-I/A) · filed 2022-11-02 · period 2022-09-10 tender_shares_requested_pct_outstanding (unified redemption view) Method Derived: computed from other stored facts Open the filing on SEC.gov · Full observation history Technical locator derived: tender_shares_requested_pct_outstanding (unified redemption view)	100%	58%	filled
2022-06-09	0.6% of shares source Tender offer statement, amended (Schedule TO-I/A) · filed 2022-07-29 · period 2022-06-09 tender_shares_requested_pct_outstanding (unified redemption view) Method Derived: computed from other stored facts Open the filing on SEC.gov · Full observation history Technical locator derived: tender_shares_requested_pct_outstanding (unified redemption view)	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.

Pending

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.

Not attributed 100.0%

Share of total net assets ($3,229,740,000) as of 2026-03-31; the hatched band is net assets the filings do not attribute to a captured class.

Class	Terms-based role description	Load	Servicing	Minimum	Assets
Class I	Pending	Pending	Pending	Pending	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
Class I	1.25%	12.5% of income, 5% hurdle; 12.5% of gains * incentive fee: 12.50% of pre-incentive fee net investment income; 5.0% annualized hurdle; catch-up applies. SEC source 0001193125-26-221623 incentive fee: 12.50% of realized capital gains net of losses and unrealized depreciation; No separate percentage hurdle disclosed for the capital-gains leg. SEC source 0001193125-26-221623	Pending	Pending	Pending	Pending

Fee component	Rate	Basis / class	Condition
Performance · incentive fee	12.50%	pre-incentive fee net investment income	5.0% annualized hurdle; catch-up applies.^*
Performance · incentive fee	12.50%	realized capital gains net of losses and unrealized depreciation	No separate percentage hurdle disclosed for the capital-gains leg.

SEC source 0001193125-26-088367 · SEC source 0001193125-26-221623

^* Catch-up applies; detailed mechanics remain in the cited filing.

07 / Sources

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
2026-07-28	8-K	0001193125-26-321096
2026-07-28	SC TO-I/A	0001193125-26-321080
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