North Haven Private Income Fund LLC

SC TO-I/A 1 pif_sc_to-i_amendment_q2.htm SC TO-I/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) North Haven Private Income Fund LLC (Name of Subject Company (Offeror and Issuer)) North Haven Private Income Fund LLC (Name of Filing Persons (Issuer)) Class S Units (Title of Class of Securities) N/A (CUSIP Number of Class of Securities) Michael Occi MS Capital Partners Adviser Inc. 1585 Broadway New York, NY 10036 (212) 761-8038 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Person) With a copy to: Thomas J. Friedmann William J. Bielefeld Matthew J. Carter Dechert LLP One International Place, 40th Floor 100 Oliver Street Boston, MA 02110-2605 ☐ Check the box if the filing relates solely to preliminary communications made before commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: ☐ third-party tender offer subject to Rule 14d-1. ☒ issuer tender offer subject to Rule 13e-4. ☐ going-private transaction subject to Rule 13e-3. ☐ amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: ☒ FINAL AMENDMENT TO TENDER OFFER STATEMENT This Amendment No. 2 supplements and amends the Issuer Tender Offer Statement on Schedule TO originally filed on August 13, 2026 (together with any subsequent amendments and supplements thereto, the "Statement") by North Haven Private Income Fund LLC (the “Company”) in connection with an offer by the Company to purchase up to 8,633,441 of its outstanding Class S Units (the “Units”), representing approximately 5% of its outstanding Units as of June 30, 2026 shares, at a price equal to the net asset value per Unit as of September 30, 2026, upon the terms and subject to the conditions set forth in the Offer to Purchase and related letter of transmittal (the “Offer to Purchase” and the tender offer made thereby, the “Offer”). The Company has accepted for purchase 8,633,441 Units at a purchase price per Unit equal to the net asset value per Unit as of September 30, 2026. Due to the oversubscription of the Offer, based on the final count by the Company’s transfer agent, the Company accepted for purchase on a pro rata basis approximately 43.7% of the Units validly tendered and not properly withdrawn prior to the expiration of the Offer. The number of Units that the Company has accepted for purchase in the Offer represents 5.0% of the total number of Units outstanding as of June 30, 2026. The Company paid on or about October 27, 2026 to the tendering unitholders a total of approximately $152,293,899, representing the net asset value as of September 30, 2026 of the Units accepted for purchase. The Units were repurchased at a price of $17.64 per Unit. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. NORTH HAVEN PRIVATE INCOME FUND LLC By: /s/ David Pessah Name: David Pessah Title: Chief Financial Officer Dated: October 26, 2026