NHPIF North Haven Private Income Fund LLC - 8-K

Item 3.02. Unregistered Sales of Equity Securities.

As of May 1, 2026, North Haven Private Income Fund LLC (“we”, the “Company” or the “Fund”), sold approximately 231,644 of the Company’s Class S units (the “Units”) for an aggregate offering price of approximately $4.19 million, reflecting a purchase price of $18.10 per unit (with the final number of Units being determined on May 26, 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 May 27, 2026, the Company disclosed the below information.

Distribution:

On May 26, 2026, the Fund declared a distribution to unitholders of record in the amount of $0.1227 per unit. The distribution will be payable on or around June 3, 2026 to unitholders of record as of May 31, 2026.

Company's Portfolio:

As of April 30, 2026, the Company had investments in 306 portfolio companies across 45 industries with an aggregate par value of approximately $7,183.1 million, which consisted of approximately 96.8% first lien debt investments, approximately 0.4% second lien debt investments and approximately 2.8% other securities and investment funds, based on par value or, in the case of equity investments, cost. As of April 30, 2026, approximately 99.9% of the debt investments, based on par value, in the Company's portfolio were at floating rates. As of April 30, 2026, approximately 94.2% of the Company’s total investment commitments were in private senior secured loans, equity investments and investments in joint ventures and approximately 5.8% were in broadly syndicated loans, which the Company primarily uses for cash management purposes.

During the period from April 1, 2026 through April 30, 2026, the Company had new investment commitments of approximately $144.9 million, approximately 93.1% of which were private senior secured loans and approximately 6.9% 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 April 30, 2026:

Industry

Par or Cost

($ in millions)

% of Total

Software

$

1,618.6

22.5

%

Insurance Services

670.7

9.3

Commercial Services & Supplies

614.4

8.6

Health Care Providers & Services

465.5

6.5

IT Services

440.4

6.1

Professional Services

396.4

5.5

Diversified Consumer Services

386.0

5.4

Electronic Equipment, Instruments & Components

274.9

3.8

Financial Services

175.0

2.4

Real Estate Management & Development

173.6

2.4

Others

1,967.6

27.5

Total

$

7,183.1

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 April 30, 2026:

Issuer

Par or Cost

($ in millions)

% of Total

Integrity Marketing Acquisition, LLC

$

113.2

1.6

%

North Haven Keystone LLC

110.4

1.5

World Insurance Associates, LLC

100.8

1.4

Redwood Services Group, LLC

90.6

1.3

VRC Companies, LLC

88.2

1.2

Granicus, Inc

87.3

1.2

Apex Service Partners, LLC

86.9

1.2

Aptean, Inc

83.4

1.2

MRI Software, LLC

80.8

1.1

Diligent Corporation

80.3

1.1

Others

6,261.2

87.2

Total

$

7,183.1

100.0

%

Net Asset Value:

As of April 30, 2026, the Company's aggregate Net Asset Value ("NAV") is estimated to be approximately $3,250.2 million. As of April 30, 2026, the Company had approximately $3,230.9 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 June 30, 2026, which will undergo the Company’s customary quarter-end financial closing procedures.