NHPIF North Haven Private Income Fund LLC - 8-K

Item 3.02. Unregistered Sales of Equity Securities.

As of March 1, 2026, North Haven Private Income Fund LLC (“we”, the “Company” or the “Fund”), sold approximately 1,505,645 of the Company’s Class S units (the “Units”) for an aggregate offering price of approximately $27.70 million, reflecting a purchase price of $18.40 per unit (with the final number of Units being determined on March 23, 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 March 25, 2026, the Company disclosed the below information.

Distribution:

On March 23, 2026, the Fund declared a distribution to unitholders of record in the amount of $0.1250 per unit. The distribution will be payable on or around April 6, 2026 to unitholders of record as of March 31, 2026.

On March 23, 2026, the Fund declared a special distribution to unitholders of record in the amount of $0.0213 per unit. The distribution will be payable on or around April 6, 2026 to unitholders of record as of March 31, 2026.

Company's Portfolio:

As of February 28, 2026, the Company had investments in 310 portfolio companies across 44 industries with an aggregate par value of approximately $7,484.4 million, which consisted of approximately 97.1% first lien debt investments, approximately 0.4% second lien debt investments and approximately 2.5% other securities and investment fund, based on par value or, in the case of equity investments, cost. As of February 28, 2026, approximately 99.9% of the debt investments, based on par value, in the Company's portfolio were at floating rates. As of February 28, 2026, approximately 94.1% of the Company’s total investment commitments were in private senior secured loans, equity investments and investments in joint ventures and approximately 5.9% were in broadly syndicated loans, which the Company primarily uses for cash management purposes.

During the period from February 1, 2026 through February 28, 2026, the Company had new investment commitments of approximately $13.0 million, approximately 100.0% of which were private senior secured loans.

The table below describes investments by industry composition based on par value or, in the case of equity investments, cost as of February 28, 2026:

Industry

Par or Cost

($ in millions)

% of Total

Software

$

1,646.6

22.0

%

Insurance Services

699.5

9.4

Commercial Services & Supplies

577.2

7.7

Health Care Providers & Services

479.7

6.4

Professional Services

442.9

5.9

IT Services

411.8

5.5

Diversified Consumer Services

396.3

5.3

Electronic Equipment, Instruments & Components

296.3

4.0

Financial Services

213.9

2.9

Industrial Conglomerates

183.6

2.5

Others

2,136.6

28.4

Total

$

7,484.4

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 February 28, 2026:

Issuer

Par or Cost

($ in millions)

% of Total

Integrity Marketing Acquisition, LLC

$

113.4

1.5

%

World Insurance Associates, LLC

101.0

1.3

North Haven Keystone LLC

100.4

1.3

VRC Companies, LLC

93.4

1.2

Diligent Corporation

91.0

1.2

Redwood Services Group, LLC

90.8

1.2

Granicus, Inc

87.1

1.2

Apex Service Partners, LLC

87.1

1.2

Formstack Acquisition, Co.

84.3

1.1

Aptean, Inc

83.6

1.1

Others

6,552.3

87.7

Total

$

7,484.4

100.0

%

Net Asset Value:

As of February 28, 2026, the Company's aggregate net asset value is estimated to be approximately $3,406.0 million. As of February 28, 2026, the Company had approximately $3,254.0 million of debt outstanding (at principal). This estimate of the Company's aggregate net asset value did not and will not undergo the Company's customary quarter-end financial closing procedures and may differ materially from future estimates of net asset value or net asset value determinations, including the determination as of March 31, 2026, which will undergo the Company’s customary quarter-end financial closing procedures.