8-K

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): January 26, 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 January 1, 2026, North Haven Private Income Fund LLC ("we", the "Company" or the "Fund"), sold approximately 972,536 of the Company’s Class S units (the “Units”) for an aggregate offering price of approximately $18.06 million, reflecting a purchase price of $18.57 per unit (with the final number of Units being determined on January 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 January 27, 2026, the Company disclosed the below information.

Distribution:

On January 26, 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 February 4, 2026 to unitholders of record as of January 31, 2026.

Company's Portfolio:

As of December 31, 2025, the Company had investments in 313 portfolio companies across 44 industries with an aggregate par value of approximately $7,636.4 million, which consisted of approximately 97.4% first lien debt investments, approximately 0.5% second lien debt investments and approximately 2.1% other securities and investment fund, based on par value or, in the case of equity investments, cost. As of December 31, 2025, approximately 99.9% of the debt investments, based on par value, in the Company's portfolio were at floating rates. As of December 31, 2025, approximately 93.7% of the Company’s total investment commitments were in private senior secured loans, equity investments and an investment fund and approximately 6.3% were in broadly syndicated loans, which the Company primarily uses for cash management purposes.

During the period from December 1, 2025 through December 31, 2025, the Company had new investment commitments of approximately $116.5 million, approximately 87.1% of which were private senior secured loans and approximately 12.9% of which were in an investment fund.

The table below describes investments by industry composition based on par value or, in the case of equity investments, cost as of December 31, 2025:


Industry	Par or Cost ($ in millions)		% of Total
Software	$	1,680.6		22.0	%
Insurance Services		686.1		9.0
Commercial Services & Supplies		577.3		7.6
Health Care Providers & Services		483.6		6.3
Professional Services		456.0		6.0
IT Services		428.3		5.6
Diversified Consumer Services		403.5		5.3
Electronic Equipment, Instruments & Components		295.9		3.9
Financial Services		258.1		3.4
Automobiles		189.0		2.5
Others		2,178.0		28.4
Total	$	7,636.4		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 December 31, 2025:


Issuer	Par or Cost ($ in millions)		% of Total
Integrity Marketing Acquisition, LLC	$	113.4		1.5	%
World Insurance Associates, LLC		101.0		1.3
VRC Companies, LLC		93.4		1.2
Diligent Corporation		91.0		1.2
Redwood Services Group, LLC		90.8		1.2
Apex Service Partners, LLC		87.1		1.1
Granicus, Inc		86.7		1.1
North Haven Keystone LLC		85.4		1.1
Formstack Acquisition, Co.		84.3		1.1
Aptean, Inc		83.6		1.1
Others		6,719.7		88.1
Total	$	7,636.4		100.0	%

Net Asset Value:

As of December 31, 2025, the Company's aggregate net asset value is estimated to be approximately $3,379.8 million. As of December 31, 2025, the Company had approximately $3,301.9 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 December 31, 2025, arising between the date hereof and the completion of the financial statements and the filing of the Company’s annual report on Form 10-K for the year ended December 31, 2025.



Date: January 27, 2026	North Haven Private Income Fund LLC

	By:	/s/ David Pessah
		David Pessah
		Chief Financial Officer