North Haven Private Income Fund LLC

0001851322 true false 0001851322 2026-10-23 2026-10-23 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 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): October 22, 2026 North Haven Private Income Fund LLC (Exact name of Registrant as Specified in Its Charter) Delaware 814-01489 87-4562172 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification Number) 1585 Broadway New York , NY 10036 (Address of principal executive offices) (Zip Code) 1 (212) 761-4000 (Registrant’s telephone number, including area code) 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: ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ 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(s) Name of each exchange on which registered Class S Units N/A N/A Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b- 2 of the Securities Exchange Act of 1934. Emerging growth company ¨ 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. ¨ Item 3.02. Unregistered Sales of Equity Securities. As of October 1, 2026, North Haven Private Income Fund LLC (“we”, the “Company” or the “Fund”), sold approximately 106,999 of the Company’s Class S units (the “Units”) for an aggregate offering price of approximately $1.89 million, reflecting a purchase price of $17.64 per unit (with the final number of Units being determined on October 22, 2026). The sale of Units was made pursuant to subscription agreements entered into by the Company and its unitholders. The issuance of the Units is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof and Regulation D thereunder. The Company relied, in part, upon representations from the unitholders in the subscription agreements that each unitholder was an accredited investor as defined in Regulation D under the Securities Act. Item 7.01. Regulation FD Disclosure. On October 26, 2026, the Company disclosed the below information. Distribution: On October 22, 2026, the Fund declared a distribution to unitholders of record in the amount of $0.1185 per unit. The distribution will be payable on or around November 4, 2026 to unitholders of record as of October 30, 2026. Company's Portfolio: As of September 30, 2026, the Company had investments in 291 portfolio companies across 42 industries with an aggregate par value of approximately $6,598.1 million, which consisted of approximately 95.5% first lien debt investments, approximately 0.4% second lien debt investments and approximately 4.1% other securities and investment funds, based on par value or, in the case of equity investments, cost. As of September 30, 2026, approximately 99.9% of the debt investments, based on par value, in the Company's portfolio were at floating rates. As of September 30, 2026, approximately 95.0% of the Company’s total investment commitments were in private senior secured loans, equity investments and investments in joint ventures and approximately 5.0% were in broadly syndicated loans, which the Company primarily uses for cash management purposes. During the period from September 1, 2026 through September 30, 2026, the Company had new investment commitments of approximately $60.4 million, approximately 78.4% of which were in investments in joint ventures. The table below describes investments by industry composition based on par value or, in the case of equity investments, cost as of September 30, 2026: Industry Par or Cost ($ in millions) % of Total Software $ 1,535.1 23.3 % Insurance Services 608.3 9.2 Commercial Services & Supplies 576.0 8.7 Health Care Providers & Services 453.7 6.9 IT Services 404.8 6.1 Professional Services 371.1 5.6 Diversified Consumer Services 330.8 5.0 Financial Services 168.9 2.6 Automobiles 165.0 2.5 Real Estate Management & Development 162.8 2.5 Others 1,821.6 27.6 Total $ 6,598.1 100.0 % The table below shows the Company's ten largest portfolio company investments based on par value or, in the case of equity investments, cost as of September 30, 2026: Issuer Industry Par or Cost ($ in millions) % of Total North Haven Keystone LLC Investments in Joint Ventures $ 157.8 2.4 % Integrity Marketing Acquisition, LLC Insurance Services 112.3 1.7 World Insurance Associates, LLC Insurance Services 95.3 1.4 Granicus, Inc Software 87.4 1.3 Redwood Services Group, LLC IT Services 83.7 1.3 VRC Companies, LLC Commercial Services & Supplies 82.8 1.3 Diligent Corporation Software 80.6 1.2 Pareto Health Intermediate Holdings, Inc. Health Care Providers & Services 79.4 1.2 Anaplan, Inc Software 79.4 1.2 Aptean, Inc Industrial Conglomerates 78.1 1.2 Others 5,661.3 85.8 Total $ 6,598.1 100.0 % Net Asset Value: As of September 30, 2026, the Company's aggregate Net Asset Value ("NAV") is estimated to be approximately $2,946.8 million. As of September 30, 2026, the Company had approximately $2,884.5 million of debt outstanding (at principal). Final results may differ materially from the estimated net asset value as a result of the completion of the Company’s financial closing procedures, as well as any subsequent events, including the discovery of information affecting fair values of portfolio investments as of September 30, 2026, arising between the date hereof and the completion of the financial statements and the filing of the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2026. SIGNATURE 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. Date: October 26, 2026 North Haven Private Income Fund LLC By: /s/ David Pessah David Pessah Chief Financial Officer